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February 28, 2023 5:35 pm

Ambac Announces a Board Change

Ambac Announces a Board Change

NEW YORK–(BUSINESS WIRE)–
Ambac Financial Group, Inc. (NYSE: AMBC), a financial services holding company, today announces that C. James Prieur, a member of the Board of Directors, has made the decision to resign from the Board for personal reasons, effective February 22, 2023.

“On behalf of the Board, the Ambac management team and our shareholders, I would like to thank Jim for his service on our Board of Directors,” said Jeffrey S. Stein, Chairman of the Board of Ambac. “Since joining the Board in 2016, Jim has provided valuable counsel and guidance through the completion of AAC’s segregated account rehabilitation, legacy litigations, and a global pandemic, among other challenges. We wish him well in his future endeavors.”

Mr. Prieur stated, “Given the company’s significant successes in 2022 underscored by the settlement of its largest legacy litigations and Puerto Rico exit, as well as the successful expansion of the specialty P&C business, I felt it was the right time for me to step down from the Board. I want to wish the Board and management all the very best as the company continues its successful transition into the specialty P&C business.”

About Ambac

Ambac Financial Group, Inc. (“Ambac” or “AFG”) is a financial services holding company headquartered in New York City. Ambac’s core business is a growing specialty P&C distribution and underwriting platform. Ambac also has a legacy financial guaranty business in run off. Ambac’s common stock trades on the New York Stock Exchange under the symbol “AMBC”. Ambac is committed to providing timely and accurate information to the investing public, consistent with our legal and regulatory obligations. To that end, we use our website to convey information about our businesses, including the anticipated release of quarterly financial results, quarterly financial, statistical and business-related information. For more information, please go to www.ambac.com.

The Amended and Restated Certificate of Incorporation of Ambac contains substantial restrictions on the ability to transfer Ambac’s common stock. Subject to limited exceptions, any attempted transfer of common stock shall be prohibited and void to the extent that, as a result of such transfer (or any series of transfers of which such transfer is a part), any person or group of persons shall become a holder of 5% or more of Ambac’s common stock or a holder of 5% or more of Ambac’s common stock increases its ownership interest.

View source version on businesswire.com: https://www.businesswire.com/news/home/20230228006263/en/

Investors:

Charles J. Sebaski

Managing Director, Investor Relations

(212) 208-3177

[email protected]

Media:

Kate Smith

Director, Corporate Communications

(212) 208-3452

[email protected]

KEYWORDS: New York United States North America

INDUSTRY KEYWORDS: Professional Services Finance

MEDIA:

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February 28, 2023 5:34 pm

Shoals Technologies Group, Inc. Reports Financial Results for Fourth Quarter 2022

– Revenue Nearly Doubled Year-Over-Year to $94.7 million –

– System Solutions Revenue Increased 150% Year-Over-Year –

– Gross Margin Expanded More Than 950 bps Year-Over-Year –

– Backlog and Awarded Orders Up 43% Year-Over-Year to $428.6 million –

– Provides 2023 Outlook for Continued Strong Growth –

PORTLAND, Tenn., Feb. 28, 2023 (GLOBE NEWSWIRE) — Shoals Technologies Group, Inc. (“Shoals” or the “Company”) (Nasdaq: SHLS), a leading provider of electrical balance of system (“EBOS”) solutions for solar, battery storage and electric vehicle charging infrastructure, today announced results for its fourth quarter and full year ended December 31, 2022.

“Shoals set new records for revenue, gross profit, net income, adjusted EBITDA and adjusted net income in both the fourth quarter and full year. Compared to the prior-year periods, fourth quarter and full year revenue grew 97% and 53%, respectively. Versus the same period last year, fourth quarter gross margin increased more than 950 basis points to 42.7%. Demand for our products continues to grow and our higher sales volumes are providing greater leverage on our fixed costs leading to margin expansion,” said Jason Whitaker, Chief Executive Officer of Shoals.

Mr. Whitaker added, “Shoals’ annual revenue growth rate has increased each year since we have been public, despite having more than doubled our revenues over the past three years. That is a reflection both of the strength of the end-markets we serve and the capacity for our products to take share from competing alternatives. I am confident that we will see continued strong growth in 2023 as our new products gain traction in the marketplace, including BLA 2.0 which we recently began quoting and expect to begin shipping during the first half of this year.”

“The strength of demand for our products is underscored by the $428.6 million of backlog and awarded orders that we ended the year with, which represented growth of 43% compared to the same time last year. As a matter of fact, in just the first few weeks of the new year, backlog and awarded orders has hit another record high yet again, as we have continued to win new customers. I am incredibly proud of what Shoals has accomplished over the past several years and that I will leave the Company commercially, operationally and financially stronger than it has ever been,” concluded Mr. Whitaker.

Fourth Quarter 2022 Financial Results

Revenue was $94.7 million, compared to $48.0 million for the prior-year period, an increase of 97%, driven by higher sales volumes as a result of greater demand for solar EBOS generally and the Company’s combine-as-you-go system solutions specifically as well as our EV solutions products. System Solutions revenue increased 150% while Components revenue decreased 14%, compared to the prior-year period. System Solutions represented 86% of revenue in the quarter versus 68% in the prior-year period.

Gross profit increased 154% to $40.4 million, compared to $15.9 million in the prior-year period. Gross profit as a percentage of revenue increased over 950 basis points to 42.7% compared to 33.1% in the prior-year period, due to a higher proportion of revenue generated from the Company’s combine-as-you-go system solutions, which carry higher margins than its other products, and increased leverage on fixed costs as a result of higher sales volumes.

General and administrative expenses were $14.9 million, compared to $11.0 million during the same period in the prior year. This change was primarily a result of planned increases in payroll expense due to higher headcount to support growth and investment in new product initiatives.

Income from operations increased more than eightfold to $23.4 million, compared to $2.7 million during the same period in the prior year.

Net income was $118.3 million, compared to net loss of $2.2 million during the same period in the prior year. The significant increase in net income was driven by a $110.9 million one-time gain on the termination of the TRA and significantly higher income from operations, offset by higher interest expense. Basic and diluted net income per share was $0.94 and $0.70, respectively, compared to basic and diluted net loss per share of $(0.02) in the prior-year period.

Adjusted EBITDA was $30.1 million, compared to $11.3 million for the prior-year period. Adjusted EBITDA margin increased approximately 840 basis points to 31.8%

Adjusted net income was $25.0 million, compared to $0.9 million during the same period in the prior year. Adjusted diluted earnings per share was $0.15 compared to income of $0.01 in the prior-year period.

Backlog and Awarded Orders

The Company’s backlog and awarded orders on December 31, 2022 were $428.6 million, representing an increase of 43% versus the same time last year, reflecting continued robust demand for the Company’s products.

Full Year 2023 Outlook

Based on current business conditions, business trends and other factors, for the full year 2023, the Company expects:

Revenue to be in the range of $470 million to $510 million
Adjusted EBITDA to be in the range of $140 million to $155 million
Adjusted net income to be in the range of $87 million to $97 million
Interest expense to be in the range of $22 to $26 million
Capital expenditures to be in the range of $8 to $12 million

A reconciliation of the Company’s non-GAAP measures to the applicable GAAP measures are found at the back of this release. A reconciliation of Adjusted EBITDA and Adjusted net income guidance, which are forward-looking measures that are not prepared in accordance with GAAP, to the most directly comparable GAAP financial measures, is not provided because we are unable to provide such reconciliation without unreasonable effort. The inability to provide a quantitative reconciliation is due to the uncertainty and inherent difficulty in predicting the occurrence, the financial impact and the periods in which the components of the applicable GAAP measures and non-GAAP adjustments may be recognized. The GAAP measures may include the impact of such items as non-cash share-based compensation, amortization of intangible assets and the tax effect of such items, in addition to other items we have historically excluded from Adjusted EBITDA and Adjusted net income. We expect to continue to exclude these items in future disclosures of these non-GAAP measures and may also exclude other similar items that may arise in the future.

Webcast and Conference Call Information

Company management will host a webcast and conference call on February 28, 2023, at 5:00 p.m. Eastern Time, to discuss the Company’s financial results.

Interested investors and other parties can listen to a webcast of the live conference call by logging onto the Investor Relations section of the Company’s website at https://investors.shoals.com.

The conference call can be accessed live over the phone by dialing 1-855-327-6837 (domestic) or + 1-631-891-4304 (international). A telephonic replay will be available approximately three hours after the end of the call by dialing 1-844-512-2921 or for international callers, + 1-412-317-6671. The pin number for the replay is 10020953. The replay will be available until 11:59 p.m. Eastern Time on March 14, 2023.

About Shoals Technologies Group, Inc.

Shoals Technologies Group, Inc. is a leading provider of electrical balance of systems solutions for solar, storage, and electric vehicle charging infrastructure. Since its founding in 1996, the Company has introduced innovative technologies and systems solutions that allow its customers to substantially increase installation efficiency and safety while improving system performance and reliability. Shoals Technologies Group, Inc. is a recognized leader in the renewable energy industry whose solutions are deployed on over 20 GW of solar systems globally. To learn more about Shoals, please visit the Company’s website at https://www.shoals.com.

Investor Relations Contact

Shoals Technologies Group, Inc.
Email: [email protected]
Phone: 615-323-9836

Forward-Looking Statements

This report contains forward-looking statements that are based on our management’s beliefs and assumptions and on information currently available to our management. Forward-looking statements include information concerning our possible or assumed future results of operations, business strategies, technology developments, financing and investment plans, dividend policy, competitive position, industry and regulatory environment, potential growth opportunities and the effects of competition. Forward-looking statements include statements that are not historical facts and can be identified by terms such as “anticipate,” “believe,” “could,” “estimate,” “expect,” “intend,” “may,” “plan,” “potential,” “predict,” “project,” “seek,” “should,” “will,” “would” or similar expressions and the negatives of those terms.

Forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. Some of the key factors that could cause actual results to differ from our expectations include, among others, lower growth than anticipated in demand for solar energy projects and EV charging infrastructure; macroeconomic events, including heightened inflation, rise in interest rates and a potential recession; existing electric utility industry, renewable energy and solar energy policies and regulations, and any subsequent changes, which may present technical, regulatory and economic barriers to the purchase and use of solar energy systems that may significantly reduce demand for our products or harm our ability to compete; changes in the United States trade environment, including the imposition of import tariffs and antidumping and countervailing duties; our failure to, or incurrence of significant costs in order to, obtain, maintain, protect, defend or enforce our intellectual property and other proprietary rights; failure to integrate acquired businesses, and delays, disruptions or quality control problems in our manufacturing operations in part due to vendor concentration; and other risks and uncertainties described in the section entitled “Item 1A. Risk Factors” of our periodic reports filed with the Securities and Exchange Commission, including our Annual Report on Form 10-K for the year ended December 31, 2022. Given these uncertainties, you should not place undue reliance on forward-looking statements. Also, forward-looking statements represent our management’s beliefs and assumptions only as of the date of this report. You should read this report with the understanding that our actual future results may be materially different from what we expect.

Except as required by law, we assume no obligation to update these forward-looking statements, or to update the reasons actual results could differ materially from those anticipated in these forward-looking statements, even if new information becomes available in the future.

Adjusted EBITDA, Adjusted Net Income and Adjusted Diluted Earnings per Share (“EPS”)

We define Adjusted EBITDA as net income (loss) plus (i) interest expense, net, (ii) income tax expense, (iii) depreciation expense, (iv) amortization of intangibles, (v) payable pursuant to the TRA adjustment, (vi) gain on termination of TRA, (vii) loss on debt repayment, (viii) equity-based compensation, (ix) acquisition-related expenses, (x) COVID-19 expenses and (xi) non-recurring and other expenses. We define Adjusted Net Income as net income (loss) attributable to Shoals Technologies Group, Inc. plus (i) net income impact from assumed exchange of Class B common stock to Class A common stock as of the beginning of the earliest period presented, (ii) amortization of intangibles, (iii) amortization of deferred financing costs, (iv) payable pursuant to the TRA adjustment, (v) gain on termination of TRA, (vi) loss on debt repayment, (vii) equity-based compensation, (viii) acquisition-related expenses, (ix) COVID-19 expenses and (x) non-recurring and other expenses, all net of applicable income taxes. We define Adjusted Diluted EPS as Adjusted Net Income divided by the diluted weighted average shares of Class A common stock outstanding for the applicable period, which assumes the exchange of all outstanding Class B common stock for Class A common stock as of the beginning of the earliest period presented.

Adjusted EBITDA, Adjusted Net Income and Adjusted Diluted EPS are intended as supplemental measures of performance that are neither required by, nor presented in accordance with, GAAP. We present Adjusted EBITDA, Adjusted Net Income and Adjusted Diluted EPS because we believe they assist investors and analysts in comparing our performance across reporting periods on a consistent basis by excluding items that we do not believe are indicative of our core operating performance. In addition, we use Adjusted EBITDA, Adjusted Net Income and Adjusted Diluted EPS: (i) as factors in evaluating management’s performance when determining incentive compensation; (ii) to evaluate the effectiveness of our business strategies; and (iii) because our credit agreement uses measures similar to Adjusted EBITDA, Adjusted Net Income and Adjusted Diluted EPS to measure our compliance with certain covenants.

Among other limitations, Adjusted EBITDA, Adjusted Net Income and Adjusted Diluted EPS do not reflect our cash expenditures, or future requirements for capital expenditures or contractual commitments; do not reflect the impact of certain cash charges resulting from matters we consider not to be indicative of our ongoing operations; in the case of Adjusted EBITDA, does not reflect income tax expense or benefit for periods prior to the reorganization; and may be calculated by other companies in our industry differently than we do or not at all, which may limit their usefulness as comparative measures.

Because of these limitations, Adjusted EBITDA, Adjusted Net Income and Adjusted Diluted EPS should not be considered in isolation or as substitutes for performance measures calculated in accordance with GAAP. You should review the reconciliation of net income to Adjusted EBITDA, Adjusted Net Income and Adjusted Diluted EPS below and not rely on any single financial measure to evaluate our business.

Shoals Technologies Group, Inc.

Consolidated Balance Sheets (unaudited)

(in thousands, except shares and par value)

	December 31,
	2022			2021
Assets
Current Assets
Cash and cash equivalents	$	8,766	$	5,006
Accounts receivable, net		50,575		31,499
Unbilled receivables		16,713		13,533
Inventory, net		72,854		38,368
Other current assets		4,632		5,042
Total Current Assets		153,540		93,448
Property, plant and equipment, net		16,870		15,574
Goodwill		69,941		69,436
Other intangible assets, net		56,585		65,236
Deferred tax assets		291,634		176,958
Other assets		6,325		5,762
Total Assets	$	594,895	$	426,414

Liabilities and Stockholders’ Equity (Deficit)
Current Liabilities
Accounts payable	$	9,481	$	19,985
Accrued expenses and other		17,882		7,728
Deferred revenue		23,259		1,841
Long-term debt—current portion		2,000		2,000
Total Current Liabilities		52,622		31,554
Revolving line of credit		48,000		55,140
Long-term debt, less current portion		189,063		189,913
Payable pursuant to the tax receivable agreement		—		156,374
Other long-term liabilities		4,221		931
Total Liabilities		293,906		433,912
Stockholders’ Equity (Deficit)
Preferred stock, $0.00001 par value – 5,000,000 shares authorized; none issued and outstanding as of December 31, 2022 and 2021		—		—
Class A common stock, $0.00001 par value – 1,000,000,000 shares authorized; 137,904,663 and 112,049,981 shares issued and outstanding as of December 31, 2022 and 2021, respectively		1		1
Class B common stock, $0.00001 par value – 195,000,000 shares authorized; 31,419,913 and 54,794,479 shares issued and outstanding as of December 31, 2022 and 2021, respectively		1		1
Additional paid-in capital		256,894		95,684
Accumulated earnings (deficit)		34,478		(93,133	)
Total stockholders’ equity attributable to Shoals Technologies Group, Inc.		291,374		2,553
Non-controlling interests		9,615		(10,051	)
Total stockholders’ equity (deficit)		300,989		(7,498	)
Total Liabilities and Stockholders’ Equity (Deficit)	$	594,895	$	426,414

Shoals Technologies Group, Inc.

Consolidated Statements of Operations (unaudited)

(in thousands, except per share amounts)

	Three Months Ended December 31,						Year Ended December 31,
		2022			2021			2022			2021
Revenue	$	94,651		$	48,046		$	326,940		$	213,212
Cost of revenue		54,272			32,123			195,629			130,567
Gross profit		40,379			15,923			131,311			82,645
Operating expenses
General and administrative expenses		14,871			11,028			55,908			37,893
Depreciation and amortization		2,134			2,215			9,073			8,520
Total operating expenses		17,005			13,243			64,981			46,413
Income from operations		23,374			2,680			66,330			36,232
Interest expense, net		(5,778	)		(3,638	)		(18,538	)		(14,549	)
Payable pursuant to the tax receivable agreement adjustment		(6,675	)		2,015			(6,675	)		(1,663	)
Gain on termination of tax receivable agreement		110,883			—			110,883			—
Loss on debt repayment		—			—			—			(15,990	)
Income before income taxes		121,804			1,057			152,000			4,030
Income tax expense		(3,502	)		(3,209	)		(8,987	)		(86	)
Net income / (loss)		118,302			(2,152	)		143,013			3,944
Less: net income / (loss) attributable to non-controlling interests		5,691			(315	)		15,402			1,596
Net income / (loss) attributable to Shoals Technologies Group, Inc.	$	112,611		$	(1,837	)	$	127,611		$	2,348

							Year Ended December 31, 2022			Period from January 27, 2021 to December 31, 2021
	Three Months Ended December 31,
		2022			2021
Earnings (loss) per share of Class A common stock:
Basic	$	0.94		$	(0.02	)	$	1.11		$	(0.00	)
Diluted	$	0.70		$	(0.02	)	$	0.85		$	(0.00	)
Weighted average shares of Class A common stock outstanding:
Basic		120,236			106,233			114,495			99,269
Diluted		168,631			106,233			167,631			99,269

Shoals Technologies Group, Inc.

Consolidated Statements of Cash Flows (unaudited)

(in thousands)

	Year Ended December 31,
		2022			2021
Cash Flows from Operating Activities
Net income	$	143,013		$	3,944
Adjustments to reconcile net income to net cash provided by (used in) operating activities:
Depreciation and amortization		10,509			10,053
Amortization/write off of deferred financing costs		1,365			5,969
Equity-based compensation		16,108			11,286
Provision for credit losses		200			—
Provision for obsolete or slow-moving inventory		2,073			(1,418	)
Deferred taxes		8,406			(1,476	)
Payable pursuant to the tax receivable agreement adjustment		6,675			1,663
Gain on termination of tax receivable agreement		(110,883	)		—
Gain on sale of assets		—			52
Changes in assets and liabilities, net of business acquisition:
Accounts receivable		(19,207	)		818
Unbilled receivables		(3,180	)		(9,739	)
Inventory		(36,927	)		(17,188	)
Other assets		244			341
Accounts payable		(11,029	)		(3,877	)
Accrued expenses and other		10,670			(6,179	)
Deferred revenue		21,418			1,668
Net Cash Provided by (Used in) Operating Activities		39,455			(4,083	)
Cash Flows Used In Investing Activities
Purchases of property, plant and equipment		(3,154	)		(4,126	)
Acquisition of a business, net of cash acquired		—			(12,909	)
Other		(503	)		—
Net Cash Used in Investing Activities		(3,657	)		(17,035	)
Cash Flows from Financing Activities
Distributions to non-controlling interests		(7,762	)		(4,837	)
Employee withholding taxes related to net settled equity awards		(1,297	)		(137	)
Deferred financing costs		—			(94	)
Payments on term loan facility		(2,000	)		(152,750	)
Proceeds from revolving credit facility		46,000			49,140
Repayments of revolving credit facility		(53,140	)		(14,000	)
Proceeds from issuance of Class A common stock sold in an IPO, net of underwriting discounts and commissions		—			278,833
Purchase of LLC Interests with proceeds from IPO		—			(124,312	)
Proceeds from issuance of Class A common stock in follow-on offering, net of underwriting discounts and commissions		42,943			281,064
Purchase of LLC Interests with proceeds from follow-on offering		—			(281,064	)
Payment of debt assumed in acquisition		—			(1,537	)
Deferred offering costs		(1,463	)		(9,704	)
Early termination payment of tax receivable agreement		(58,000	)		—
Payment of fees for tax receivable agreement termination		(1,870	)		—
Net Cash Provided by (Used in) Financing Activities		(36,589	)		20,602
Net Decrease in Cash, Cash Equivalents and Restricted Cash		(791	)		(516	)
Cash, Cash Equivalents and Restricted Cash—Beginning of Period		9,557			10,073
Cash, Cash Equivalents and Restricted Cash—End of Period	$	8,766		$	9,557

Shoals Technologies Group, Inc.

Adjusted EBITDA, Adjusted Net Income and Adjusted Diluted Earnings per Share (“EPS”) (Unaudited)

Reconciliation of Net Income to Adjusted EBITDA (in thousands):

	Three Months Ended December 31,						Year Ended December 31,
		2022			2021			2022		2021
Net income / (loss)	$	118,302		$	(2,152	)	$	143,013		$	3,944
Interest expense, net		5,778			3,638			18,538			14,549
Income tax expense		3,502			3,209			8,987			86
Depreciation expense		487			436			1,858			1,701
Amortization of intangibles		2,021			2,272			8,651			8,352
Payable pursuant to the TRA adjustment^(a)		6,675			(2,015	)		6,675			1,663
Gain on termination of TRA		(110,883	)		—			(110,883	)		—
Loss on debt repayment		—			—			—			15,990
Equity-based compensation		4,221			4,382			16,108			11,286
Acquisition-related expenses		10			652			42			2,349
COVID-19 expenses^(b)		—			70			—			339
Non-recurring and other expenses^(c)		—			777			—			2,598
Adjusted EBITDA	$	30,113		$	11,269		$	92,989		$	62,857

^(a)Represents an adjustment to eliminate the adjustment of the payable pursuant to the TRA.

^(b)Represents costs incurred as a direct impact from the COVID-19 pandemic, disinfecting and reconfiguration of facilities, medical professionals to conduct daily screenings of employees and direct legal costs associated with the pandemic.

^(c)Represents certain costs associated with non-recurring professional services, our prior private equity owners’ expenses and other costs.

Reconciliation of Net Income Attributable to Shoals Technologies Group, Inc. to Adjusted Net Income (in thousands):

	Three Months Ended December 31,						Year Ended December 31,
		2022			2021			2022			2021
Net income / (loss) attributable to Shoals Technologies Group, Inc.	$	112,611		$	(1,837	)	$	127,611		$	2,348
Net income impact from assumed exchange of Class B common stock to Class A common stock ^(a)		5,691			(315	)		15,402			1,596
Adjustment to the provision for income tax ^(b)		(1,433	)		20			(3,726	)		(456	)
Tax effected net income / (loss)		116,869			(2,132	)		139,287			3,488
Amortization of intangibles		2,021			2,272			8,651			8,352
Amortization of deferred financing costs		342			277			1,365			1,230
Payable pursuant to the TRA adjustment^(c)		6,675			(2,015	)		6,675			1,663
Gain on termination of TRA		(110,883	)		—			(110,883	)		—
Loss on debt repayment		—			—			—			15,990
Equity-based compensation		4,221			4,382			16,108			11,286
Acquisition-related expenses		10			652			42			2,349
COVID-19 expenses ^(d)		—			70			—			339
Non-recurring and other expenses ^(e)		—			777			—			2,598
Tax impact of adjustments ^(f)		5,779			(3,409	)		1,158			(11,381	)
Adjusted Net Income	$	25,034		$	874		$	62,403		$	35,914

^(a) Reflects net income to Class A common stock from assumed exchange of corresponding shares of our Class B common stock held by our Founder and management.

^(b) Shoals Technologies Group, Inc. is subject to U.S. Federal income taxes, in addition to state and local taxes with respect to its allocable share of any net taxable income of Shoals Parent LLC. The adjustment to the provision for income tax reflects the effective tax rates below, assuming Shoals Technologies Group, Inc. owns 100% of the units in Shoals Parent LLC.

	Year Ended December 31,
	2022		2021
Statutory U.S. Federal income tax rate	21.0	%	21.0	%
State and local taxes (net of federal benefit)	3.0	%	6.4	%
Permanent adjustments	0.2	%	1.2	%
Effective income tax rate for Adjusted Net Income	24.2	%	28.6	%

^(c) Represents an adjustment to eliminate the adjustment of the payable pursuant to the TRA.

^(d) Represents costs incurred as a direct impact from the COVID-19 pandemic, disinfecting and reconfiguration of facilities, medical professionals to conduct daily screenings of employees and direct legal costs associated with the pandemic.

^(e) Represents certain costs associated with non-recurring professional services, our prior private equity owners’ expenses and other costs.

^(f) Represents the estimated tax impact of all Adjusted Net Income add-backs, excluding those which represent permanent differences between book versus tax.

Reconciliation of Diluted Weighted Average Shares Outstanding to Adjusted Diluted Weighted Average Shares Outstanding (in thousands, except per share):

	Three Months Ended December 31,				Year Ended December 31,
	2022		2021		2022		2021
Diluted weighted average shares of Class A common stock outstanding, excluding Class B common stock		120,998		106,606		114,803		99,507
Assumed exchange of Class B common stock to Class A common stock		47,633		60,611		52,828		67,429
Adjusted diluted weighted average shares outstanding		168,631		167,217		167,631		166,936

Adjusted Net Income ^(a)	$	25,034	$	874	$	62,403	$	35,914
Adjusted Diluted EPS	$	0.15	$	0.01	$	0.37	$	0.22

^(a)Represents Adjusted Net Income for the full period in 2021.

February 28, 2023 5:32 pm

BrightSpire Capital, Inc. Announces Secondary Offering of 30,358,213 Shares of Class A Common Stock by DigitalBridge Group, Inc.

BrightSpire Capital, Inc. Announces Secondary Offering of 30,358,213 Shares of Class A Common Stock by DigitalBridge Group, Inc.

NEW YORK–(BUSINESS WIRE)–
BrightSpire Capital, Inc. (NYSE: BRSP) (“BrightSpire Capital” or the “Company”) announced today that a selling stockholder affiliated with DigitalBridge Group, Inc. (“DigitalBridge”) has commenced a secondary offering of 30,358,213 shares of BrightSpire Capital’s Class A common stock. The selling stockholder intends to grant the underwriters a 30-day option to purchase up to 4,553,731 additional shares of the Company’s Class A common stock.

BrightSpire Capital is not offering any shares of Class A common stock in the offering and will not receive any proceeds from the sale of shares in this offering. In addition, none of BrightSpire Capital’s directors or officers are selling any shares of Class A common stock in this offering.

J.P. Morgan and Barclays are serving as underwriters and joint book-running managers for the offering.

The offering of these securities is being made pursuant to an effective shelf registration statement. This offering will be made only by means of a prospectus. A copy of the prospectus, when available, may be obtained from: J.P. Morgan Securities LLC, Attention: Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717, telephone: 1-866-803-9204 and Barclays Capital Inc., Attention: Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717, telephone: (888) 603-5847.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

About BrightSpire Capital, Inc.

BrightSpire Capital, Inc. is internally managed and one of the largest publicly traded commercial real estate (CRE) credit REITs, focused on originating, acquiring, financing and managing a diversified portfolio consisting primarily of CRE debt investments and net leased properties predominantly in the United States. CRE debt investments primarily consist of first mortgage loans, which we expect to be the primary investment strategy. BrightSpire Capital is organized as a Maryland corporation and taxed as a REIT for U.S. federal income tax purposes.

Cautionary Statement Regarding Forward-Looking Statements

This press release may contain forward-looking statements within the meaning of the federal securities laws. Forward-looking statements relate to expectations, beliefs, projections, future plans and strategies, anticipated events or trends and similar expressions concerning matters that are not historical facts. In some cases, you can identify forward-looking statements by the use of forward-looking terminology such as “may,” “will,” “should,” “expects,” “intends,” “plans,” “anticipates,” “believes,” “estimates,” “predicts,” or “potential” or the negative of these words and phrases or similar words or phrases which are predictions of or indicate future events or trends and which do not relate solely to historical matters. Forward-looking statements involve known and unknown risks, uncertainties, assumptions and contingencies, many of which are beyond our control, and may cause actual results to differ significantly from those expressed in any forward-looking statement. Additional information about these and other factors can be found in Part I, Item 1A of the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2022, as well as in BrightSpire Capital’s other filings with the U.S. Securities and Exchange Commission. Moreover, each of the factors referenced above are likely to also be impacted directly or indirectly by the ongoing impact of COVID-19 and investors are cautioned to interpret substantially all of such statements and risks as being heightened as a result of the ongoing impact of the COVID-19.

BrightSpire Capital cautions its investors not to unduly rely on any forward-looking statements. The forward-looking statements speak only as of the date of this press release. BrightSpire Capital is under no duty to update any of these forward-looking statements after the date of this press release, nor to conform prior statements to actual results or revised expectations, and BrightSpire Capital does not intend to do so.

View source version on businesswire.com: https://www.businesswire.com/news/home/20230228006410/en/

Investor Relations

BrightSpire Capital, Inc.

Addo Investor Relations

Anne McGuinness

310-829-5400

[email protected]

KEYWORDS: United States North America New York

INDUSTRY KEYWORDS: Professional Services Residential Building & Real Estate Commercial Building & Real Estate Finance Construction & Property REIT

MEDIA:

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February 28, 2023 5:30 pm

Rivian Releases Fourth Quarter and Full Year 2022 Financial Results

IRVINE, Calif.–(BUSINESS WIRE)–
Rivian Automotive, Inc. (NASDAQ: RIVN) has today published a letter to its shareholders containing the company’s fourth quarter and full year 2022 financial results. The letter is available on its investor relations website (https://rivian.com/investors).

Rivian will host an audio webcast to discuss its results and provide a business update at 2:00pm PT / 5:00pm ET today, February 28. The live webcast will be available at https://edge.media-server.com/mmc/p/z8jemjnq and a replay will be available for four weeks at https://rivian.com/investors.

About Rivian:

Rivian exists to create products and services that help our planet transition to carbon neutral energy and transportation. Rivian designs, develops, and manufactures category-defining electric vehicles and accessories and sells them directly to customers in the consumer and commercial markets. Rivian complements its vehicles with a full suite of proprietary, value-added services that address the entire lifecycle of the vehicle and deepen its customer relationships. Learn more about the company, products, and careers at www.rivian.com.

View source version on businesswire.com: https://www.businesswire.com/news/home/20230228006114/en/

Investors: [email protected]

Media: Harry Porter: [email protected]

KEYWORDS: California United States North America

INDUSTRY KEYWORDS: Automotive Manufacturing EV/Electric Vehicles Automotive Manufacturing Other Transport Environmental Health Transport General Automotive Green Technology Alternative Vehicles/Fuels Environment

MEDIA:

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February 28, 2023 5:29 pm

Triumph Financial Announces Dividend for 7.125% Series C Fixed-Rate Non-Cumulative Perpetual Preferred Stock

DALLAS, Feb. 28, 2023 (GLOBE NEWSWIRE) — Triumph Financial, Inc. (the “Company”) (Nasdaq: TFIN) today announced that the Company’s Board of Directors declared a quarterly cash dividend of $17.81 per share on its 7.125% Series C Fixed-Rate Non-Cumulative Perpetual Preferred Stock, represented by depositary shares (NASDAQ: TFINP), each representing a 1/40th interest in a share of preferred stock. Holders of depositary shares will receive $0.44525 per depositary share. The dividend is payable on March 30, 2023, to holders of record at the close of business on March 15, 2023.

About Triumph Financial

Triumph Financial, Inc. (Nasdaq: TFIN) is a financial holding company focused on payments, factoring and banking. Headquartered in Dallas, Texas, its diversified portfolio of brands includes TriumphPay, Triumph and TBK Bank. www.tfin.com

Forward-Looking Statements

This press release contains forward-looking statements within the meaning of the federal securities laws. Investors are cautioned that such statements are predictions and that actual events or results may differ materially. Triumph Financial’s expected financial results or other plans are subject to a number of risks and uncertainties. For a discussion of such risks and uncertainties, which could cause actual results to differ from those contained in the forward-looking statements, see “Risk Factors” and the forward-looking statement disclosure contained in the Company’s Annual Report on Form 10-K, filed with the Securities and Exchange Commission on February 15, 2023. Forward-looking statements speak only as of the date made, and Triumph Financial undertakes no duty to update the information.

Source: Triumph Financial, Inc.

Investor Relations:

Luke Wyse
Senior Vice President, Finance & Investor Relations
[email protected]
214-365-6936

Media Contact:

Amanda Tavackoli
Senior Vice President, Director of Corporate Communication
[email protected]
214-365-6930

February 28, 2023 5:27 pm

GoodRx Reports Fourth Quarter and Full Year 2022 Results

GoodRx Reports Fourth Quarter and Full Year 2022 Results

Fourth quarter financial results exceed previously announced guidance

SANTA MONICA, Calif.–(BUSINESS WIRE)–
GoodRx Holdings, Inc. (Nasdaq: GDRX), a leading digital healthcare platform, has released its financial results for the fourth quarter and full year 2022.

Fourth Quarter 2022 Highlights

Total revenue of $184.1 million, exceeding previously announced guidance
Net loss of $2.0¹ million; Net loss margin of 1.1%
Adjusted Net Income² of $27.4 million; Adjusted Net Income Margin² of 14.9%
Adjusted EBITDA² of $49.6 million; Adjusted EBITDA Margin² of 26.9%, exceeding previously announced guidance
Net cash provided by operating activities of $31.9 million
Approximately 900,000 prescribers active on GoodRx in the last 19 months³
Exited the quarter with over 7 million consumers of prescription-related offerings⁴

Full Year 2022 Highlights

Total revenue of $766.6 million
Net loss of $32.8¹ million; Net loss margin of 4.3%
Adjusted Net Income² of $125.8 million; Adjusted Net Income Margin² of 16.4%
Adjusted EBITDA² of $213.5 million; Adjusted EBITDA Margin² of 27.8%
Net cash provided by operating activities of $146.8 million

“In the fourth quarter, we delivered revenue of $184 million, which was ahead of our fourth quarter guidance led by another strong quarter in our subscription offerings, which grew 42% year-over-year. Our core prescription transactions offering came in slightly ahead of our expectations despite being impacted by the grocer issue, and our profitability also surpassed our internal expectations for the second quarter in a row,” said Doug Hirsch, co-CEO and co-founder of GoodRx. “We continued to make important strides in improving our efficiency, as we strengthened and added to our retail and provider networks, and leveraged innovation to increase our relevancy with both consumers and providers while expanding healthcare access to millions of Americans.”

“Over 7 million Americans used GoodRx for their healthcare needs in the fourth quarter across our prescription related offerings, and our industry leading brand and scale remain key competitive differentiators for us. As we expand our healthcare provider and consumer offerings across our platform, we expect to build on our strong foundation and grow profitability as our value proposition increases and we more deeply penetrate our large addressable market. While the full year 2022 fell short of our original expectations, I am pleased with our solid finish to a challenging year and look forward to moving our mission forward and executing against our realigned priorities in 2023,” concluded Hirsch.

¹Q4 ‘22 net loss was impacted by $29.4 million of stock-based compensation expense, $8.5 million of which related to the non-recurring co-CEOs’ awards made in connection with our IPO. FY ‘22 net loss was impacted by $120.2 million of stock-based compensation expense, $44.5 million of which related to the non-recurring co-CEOs’ awards made in connection with our IPO.

²Adjusted EBITDA, Adjusted EBITDA Margin, Adjusted Net Income, Adjusted Net Income Margin, and adjusted costs and operating expenses are non-GAAP financial measures and are presented for supplemental informational purposes only. Refer to the Non-GAAP Financial Measures section below for definitions, additional information, and reconciliations to the most directly comparable GAAP measures.

³As of 12/31/2022. Prescribers are defined as individuals in the medical profession who are allowed to write orders for medical treatment.

⁴Sum of Monthly Active Consumers (MACs) and members of our subscription plans. Refer to Key Operating Metrics below for definitions of Monthly Active Consumers and subscription plans.

Fourth Quarter 2022 Financial Overview(all comparisons are made to the same period of the prior year unless otherwise noted):

Total revenue decreased 14% to $184.1 million compared to $213.3 million. Prescription transactions revenue (PTR) decreased 19% to $129.4 million compared to $158.8 million, driven primarily by an 8% decrease in Monthly Active Consumers and an ongoing shift in the volume of prescription transactions to other retailers that impacted pricing principally due to the sustained impact of the grocer issue. The estimated impact of the grocer issue on the fourth quarter PTR was approximately $40 to $50 million. Pharma manufacturer solutions revenue⁵ decreased 23% to $24.9 million compared to $32.3 million, driven primarily by our increased focus on prioritizing recurring service arrangements with customers, and partly from timing and a slight moderation in spending by our customers. Subscription revenue increased 42% to $24.6 million compared to $17.4 million, primarily driven by an increase in monthly subscription fees for GoodRx Gold in the first half of 2022, partially offset by a 15% decrease in subscription plans. Other revenue increased 8% to $5.2 million compared to $4.8 million, driven by an increase in the number of telehealth visits on the GoodRx Care platform.

Cost of revenues increased 25% to $17.4 million, or 9% of revenue, compared to $13.9 million, or 7% of revenue, driven primarily by an increase in outsourced and in-house personnel related to consumer support and overhead costs due to the vitaCare acquisition in April 2022. Adjusted cost of revenues² increased 31% to $17.0 million, or 9% of revenue, compared to $13.0 million, or 6% of revenue.

Product development and technology expenses remained relatively flat at $36.8 million, or 20% of revenue, compared to $35.1 million, or 16% of revenue, driven by increases in third-party costs associated with cloud computing and hosting arrangements, and in stock-based compensation expense, partially offset by lower allocated overhead as a result of lower headcount as well as higher capitalization of qualified costs related to software development. Adjusted product development and technology expenses² remained relatively flat at $26.3 million, or 14% of revenue, compared to $25.5 million, or 12% of revenue.

Sales and marketing expenses decreased 21% to $84.1 million, or 46% of revenue, compared to $106.5 million, or 50% of revenue, as we proactively managed our marketing spend in the current environment. Adjusted sales and marketing expenses² decreased 22% to $78.9 million, or 43% of revenue, compared to $101.0 million, or 47% of revenue.

General and administrative expenses decreased 19% to $28.6 million, or 16% of revenue, compared to $35.4 million, or 17% of revenue, driven primarily by a decrease in stock-based compensation expense principally related to the non-recurring co-CEOs’ awards made in connection with our IPO. Adjusted general and administrative expenses² increased 7% to $12.3 million, or 7% of revenue, compared to $11.5 million, or 5% of revenue.

Net loss was $2.0 million compared to a net loss of $39.9 million, due primarily to a decrease in our provision for income taxes, which was a $2.8 million benefit compared to a $45.8 million expense. Tax expense in the fourth quarter of 2021 included a $52.4 million charge to record a valuation allowance against our net deferred tax assets in excess of amortizable goodwill which we maintained in 2022. The change in net loss was also driven by the grocer issue, partially offset by a decrease in sales and marketing expense. Net loss margin was 1.1% compared to a net loss margin of 18.7%. The acquisition of vitaCare also had a negative impact on net loss and net loss margin this quarter. Adjusted Net Income² was $27.4 million compared to $40.5 million.

Adjusted EBITDA² was $49.6 million compared to $62.3 million, largely driven by the grocer issue, which materially impacted revenue growth, as well as adjusted costs and operating expenses, as a percentage of revenue. Adjusted EBITDA Margin² was 26.9% compared to 29.2%. The acquisition of vitaCare also had a negative impact on Adjusted EBITDA and Adjusted EBITDA Margin this quarter.

⁵Beginning in Q1 2022, pharma manufacturer solutions revenue is disclosed separately from other revenue, which now primarily consists of revenue generated from GoodRx Care. Prior period amounts have been recast to conform to the current period presentation.

Cash Flow and Capital Allocation

Net cash provided by operating activities in the fourth quarter was $31.9 million compared to $49.8 million in the comparable period last year, which was comprised of a net loss of $2.0 million, increased primarily by stock-based compensation expense of $29.4 million, change in the fair value of contingent consideration related to vitaCare of $1.2 million, depreciation and amortization of $15.5 million, loss on operating lease assets of $12.6 million, and offset by a gain on sale of business of $11.4 million and working capital changes. Working capital changes were driven by timing of payments for accounts payable, accrued expenses and other current liabilities, prepaid expenses and other assets, and collections of accounts receivable. As of December 31, 2022, GoodRx had cash and cash equivalents of $757.2 million and total outstanding debt of $667.1 million.

GoodRx is focused on a disciplined approach to capital allocation, centered on furthering the company’s mission and creating shareholder value. Our capital allocation priorities are reinvesting in the business, maintaining a strong balance sheet, returning capital to shareholders via share repurchases, and evaluating acquisition opportunities that support the company’s strategy. These priorities support GoodRx’s long-term growth strategy while also providing flexibility to navigate near-term challenges.

Guidance

For the first quarter and full year 2023, management is anticipating the following:

$ in millions	1Q 2023	1Q 2022	YoY Change
Total Revenue	~$181-183	$203.3	~(10%) – (11%)
Adjusted EBITDA Margin⁶	Mid-twenty-percent range

$ in millions	FY 2023	FY 2022	YoY Change
Total Revenue	~$780-790	$766.6	~2% – 3%
Adjusted EBITDA Margin⁶	Mid-twenty-percent range

“We continue to focus on efficiently growing profitability, steady margin improvement, and executing on strong cash conversion,” said Karsten Voermann, Chief Financial Officer. “We believe our balance sheet maintains a strong cash and liquidity position, providing financial flexibility and aiding our capital allocation priorities to support our realigned organization in driving highly efficient and profitable growth. We remain focused on evaluating and moving forward only with projects that are critical in supporting our strategic priorities that maximize shareholder value.”

“We are introducing guidance for the first quarter for total revenue in the range of $181 million to $183 million, which includes a $35 million to $45 million estimated impact to prescription transactions revenue related to the grocer issue. For the full year, we expect total revenue of approximately $780 million to $790 million. We also anticipate targeted and strategic marketing investments over the course of the year, which are factored into our margin guidance for the first quarter. We expect Adjusted EBITDA margin for the first quarter and full year 2023 to be in the mid-twenty-percent range,” concluded Voermann.

⁶Adjusted EBITDA Margin is a non-GAAP financial measure and is presented for supplemental informational purposes only. We have not reconciled our Adjusted EBITDA Margin guidance to GAAP net loss or income margin, because we do not provide guidance for GAAP net loss or income margin due to the uncertainty and potential variability of stock-based compensation expense, acquired intangible assets and related amortization and income taxes, which are reconciling items between Adjusted EBITDA Margin and GAAP net loss or income margin. Because such items cannot be provided without unreasonable efforts, we are unable to provide a reconciliation of the non-GAAP financial measure guidance to the corresponding GAAP measure. However, such items could have a significant impact on our future GAAP net loss or income margin.

Investor Conference Call and Webcast

GoodRx management will host a conference call and webcast today, February 28, 2023, at 2:00 p.m. Pacific Time (5:00 p.m. Eastern Time) to discuss the results and the Company’s business outlook.

To access the conference call, please pre-register using the following link:

https://register.vevent.com/register/BIa74c0db25bb24d51be237c568fd85991

Registrants will receive a confirmation with dial-in details and a unique passcode required to join.

The call will also be webcast live on the Company’s investor relations website at https://investors.goodrx.com, where accompanying slides will be posted prior to the conference call.

Approximately one hour after completion of the live call, an archived version of the webcast will be available on the Company’s investor relations website at https://investors.goodrx.com for at least 30 days.

About GoodRx

GoodRx is a leading digital healthcare platform that makes healthcare affordable and convenient for all Americans. We offer consumers free access to transparent and lower prices for brand and generic medications, affordable and convenient medical provider consultations via telehealth, and comprehensive healthcare research and information. Since 2011, we have helped consumers save over $55 billion and are one of the most downloaded medical apps over the past decade.

Forward-Looking Statements

This news release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. All statements contained in this news release that do not relate to matters of historical fact should be considered forward-looking statements, including without limitation statements regarding our future operations, growth and financial results, the benefits to consumers or GoodRx of our agreements with partners, customers and other entities, underlying trends in our business, the impact of the grocer issue on our future financial results and businesses, our manufacturer solutions businesses, the impact of macroeconomic conditions on our future results of operations, our potential for growth (including from acquisitions, investments or alliances), demand for our offerings and our strategic growth priorities. These statements are neither promises nor guarantees, but involve known and unknown risks, uncertainties and other important factors that may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements, including, but not limited to, risks related to our limited operating history and early stage of growth; our ability to achieve broad market education and change consumer purchasing habits; our ability to continue to attract, acquire and retain consumers in a cost-effective manner; our reliance on our prescription transactions offering and ability to expand our offerings; changes in medication pricing and pricing structures; our inability to control the categories and types of prescriptions for which we can offer savings or discounted prices; our reliance on a limited number of industry participants; the competitive nature of industry; risks related to pandemics, epidemics or outbreak of infection disease, including the COVID-19 pandemic; the accuracy of our estimate of our total addressable market and other operational metrics; risks related to negative media coverage; our ability to respond to changes in the market for prescription pricing and to maintain and expand the use of GoodRx codes; our ability to maintain positive perception of our platform and brand; risks related to any failure to maintain effective internal control over financial reporting; risks related to use of social media, emails, text messages and other messaging channels as part of our marketing strategy; our ability to accurately forecast revenue and appropriately plan our expenses in the future; risks related to our ability to maintain our relationship with our telehealth provider network and ability to recruit qualified telehealth providers; risks related to the regulatory environment governing our telehealth offering offered to consumers through our arrangement with Wheel; risks related to information technology and cybersecurity; compliance with government regulation of the internet, e-commerce and data and other regulations; our ability to utilize our net operating loss carryforwards and certain other tax attributes; the risk that we may not achieve the intended outcomes of our recent reduction in force; our ability to attract, develop, motivate and retain well-qualified employees; risks related to general economic factors, natural disasters or other unexpected events; risks related to our acquisition strategy; risks related to our debt arrangements; interruptions or delays in service on our apps or websites; our reliance on third-party platforms to distribute our platform and offerings; our reliance on software as-a-service technologies from third parties; systems failures or other disruptions in the operations of these parties on which we depend; changes in consumer sentiment or laws, risks related to climate change; rules or regulations regarding tracking technologies and other privacy matters; the increasing focus on environmental sustainability and social initiatives; risks related to our intellectual property; risks related to operating in the healthcare industry, including risks related to healthcare reform legislation and other changes in the healthcare industry and in healthcare spending; risks related to our organizational structure; risks related to fluctuations in our tax obligations and effective income tax rate which could materially and adversely affect our results of operations; as well as the other important factors discussed in our Annual Report on Form 10-K for the year ended December 31, 2022, and our other filings with the SEC. These factors could cause actual results to differ materially from those indicated by the forward-looking statements made in this news release. Any such forward-looking statements represent management’s estimates as of the date of this news release. While we may elect to update such forward-looking statements at some point in the future, we disclaim any obligation to do so, even if subsequent events cause our views to change.

Key Operating Metrics

Monthly Active Consumers (MACs) refers to the number of unique consumers who have used a GoodRx code to purchase a prescription medication in a given calendar month and have saved money compared to the list price of the medication. A unique consumer who uses a GoodRx code more than once in a calendar month to purchase prescription medications is only counted as one Monthly Active Consumer in that month. A unique consumer who uses a GoodRx code in two or three calendar months within a quarter will be counted as a Monthly Active Consumer in each such month. Monthly Active Consumers do not include subscribers to our subscription offerings, consumers of our pharma manufacturer solutions offering, or consumers who use our telehealth offerings. When presented for a period longer than a month, Monthly Active Consumers are averaged over the number of calendar months in such period. Monthly Active Consumers from acquired companies are only included beginning in the first full quarter following the acquisition. RxSaver Monthly Active Consumers have been included as of the beginning of the third quarter of 2021, and are estimated due to incomplete consumer information.

Subscription plans represent the ending subscription plan balance across both of our subscription offerings, GoodRx Gold and Kroger Savings Club. Each subscription plan may represent more than one subscriber since family subscription plans may include multiple members.

Three Months Ended

December 31,

September 30,

June 30,

March 31,

December 31,

September 30,

June 30,

March 31,

(in millions)

2022

2021

Monthly Active

Consumers

5.9

5.8

6.4

6.0

5.7

As of

December 31,

September 30,

June 30,

March 31,

December 31,

September 30,

June 30,

March 31,

(in thousands)

2022

2021

Subscription plans

1,030

1,060

1,133

1,203

1,210

1,129

1,051

931

GoodRx Holdings, Inc.
Condensed Consolidated Balance Sheets (Unaudited)
(in thousands, except par values)

	December 31, 2022			December 31, 2021
Assets
Current assets
Cash and cash equivalents	$	757,165		$	941,109
Accounts receivable, net		117,141			118,080
Prepaid expenses and other current assets		45,380			29,638
Total current assets		919,686			1,088,827
Property and equipment, net		19,820			21,612
Goodwill		412,117			329,696
Intangible assets, net		119,865			88,791
Capitalized software, net		70,072			44,987
Operating lease right-of-use assets		35,906			27,705
Other assets		27,165			6,007
Total assets	$	1,604,631		$	1,607,625
Liabilities and stockholders’ equity
Current liabilities
Accounts payable	$	17,700		$	17,501
Accrued expenses and other current liabilities		47,523			50,732
Current portion of debt		7,029			7,029
Operating lease liabilities, current		4,068			5,851
Total current liabilities		76,320			81,113
Debt, net		651,796			655,858
Operating lease liabilities, net of current portion		54,131			33,592
Other liabilities		7,557			5,382
Total liabilities		789,804			775,945
Stockholders’ equity
Preferred stock, $0.0001 par value		—			—
Common stock, $0.0001 par value		40			40
Additional paid-in capital		2,263,322			2,247,347
Accumulated deficit		(1,448,535	)		(1,415,707	)
Total stockholders’ equity		814,827			831,680
Total liabilities and stockholders’ equity	$	1,604,631		$	1,607,625

GoodRx Holdings, Inc.
Condensed Consolidated Statements of Operations (Unaudited)
(in thousands, except per share amounts)

	Three Months Ended December 31,						Year Ended December 31,
	2022			2021			2022			2021
Revenue	$	184,109		$	213,256		$	766,554		$	745,424
Costs and operating expenses:
Cost of revenue, exclusive of depreciation and amortization presented separately below		17,360			13,927			65,079			46,716
Product development and technology		36,770			35,060			143,137			125,860
Sales and marketing		84,128			106,491			357,631			370,217
General and administrative		28,581			35,374			144,792			154,686
Depreciation and amortization		15,533			10,648			54,177			34,539
Total costs and operating expenses		182,372			201,500			764,816			732,018
Operating income		1,737			11,756			1,738			13,406
Other expense, net:
Interest income		5,445			17			9,274			59
Interest expense		(11,927	)		(5,903	)		(34,243	)		(23,642	)
Total other expense, net		(6,482	)		(5,886	)		(24,969	)		(23,583	)
(Loss) income before income taxes		(4,745	)		5,870			(23,231	)		(10,177	)
Income tax benefit (expense)		2,773			(45,784	)		(9,597	)		(15,077	)
Net loss	$	(1,972	)	$	(39,914	)	$	(32,828	)	$	(25,254	)
Loss per share:
Basic and diluted	$	(0.00	)	$	(0.10	)	$	(0.08	)	$	(0.06	)
Weighted average shares used in computing loss per share:
Basic and diluted		411,683			414,068			412,858			409,981

Stock-based compensation included in costs and operating expenses:
Cost of revenue	$	169		$	258		$	359		$	798
Product development and technology		9,863			8,434			35,190			35,090
Sales and marketing		5,037			4,487			21,036			20,645
General and administrative		14,345			20,101			63,649			103,929

GoodRx Holdings, Inc.
Condensed Consolidated Statements of Cash Flows (Unaudited)
(in thousands)

	Year Ended December 31,
	2022			2021
Cash flows from operating activities
Net loss	$	(32,828	)	$	(25,254	)
Adjustments to reconcile net loss to net cash provided by operating activities:
Depreciation and amortization		54,177			34,539
Amortization of debt issuance costs		3,413			3,445
Non-cash operating lease expense		3,349			3,102
Stock-based compensation expense		120,234			160,462
Change in fair value of contingent consideration		18,057			—
Deferred income taxes		(497	)		12,851
Gain on sale of business		(11,404	)		—
Loss on operating lease assets		12,569			1,430
Changes in operating assets and liabilities, net of effects of business acquisitions
Accounts receivable		1,375			(43,949	)
Prepaid expenses and other assets		(13,644	)		17,060
Accounts payable		(874	)		4,207
Accrued expenses and other current liabilities		(5,268	)		14,001
Operating lease liabilities		(4,004	)		(2,404	)
Other liabilities		2,125			(711	)
Net cash provided by operating activities		146,780			178,779
Cash flows from investing activities
Purchase of property and equipment		(3,967	)		(4,571	)
Acquisitions, net of cash acquired		(156,853	)		(140,268	)
Capitalized software		(51,247	)		(29,886	)
Investment in minority equity interest		(15,007	)		(4,008	)
Proceeds from sale of business		16,576			—
Net cash used in investing activities		(210,498	)		(178,733	)
Cash flows from financing activities
Payments on long-term debt		(7,029	)		(7,029	)
Payment for contingent consideration		—			(832	)
Repurchases of Class A common stock		(101,721	)		—
Proceeds from exercise of stock options		9,159			35,021
Employee taxes paid related to net share settlement of equity awards		(20,635	)		(57,688	)
Net cash used in financing activities		(120,226	)		(30,528	)
Net change in cash, cash equivalents and restricted cash		(183,944	)		(30,482	)
Cash, cash equivalents and restricted cash
Beginning of period		941,109			971,591
End of period	$	757,165		$	941,109

Non-GAAP Financial Measures

Adjusted EBITDA, Adjusted EBITDA Margin, Adjusted Net Income, Adjusted Net Income Margin, Adjusted Earnings Per Share and Adjusted Operating Income are supplemental measures of our performance that are not required by, or presented in accordance with, U.S. GAAP. We also present each cost and operating expense on our condensed consolidated statements of operations on an adjusted basis. Collectively, we refer to these non-GAAP financial measures as our “Non-GAAP Measures.”

We define Adjusted EBITDA for a particular period as net income or loss before interest, taxes, depreciation and amortization, and as further adjusted for, as applicable for the periods presented, acquisition related expenses, stock-based compensation expense, payroll tax expense related to stock-based compensation, loss on extinguishment of debt, financing related expenses, loss on operating lease assets, restructuring related expenses, legal settlement expenses, charitable stock donation, gain on sale of business, and other income or expense, net. Adjusted EBITDA Margin represents Adjusted EBITDA as a percentage of revenue.

We define Adjusted Net Income for a particular period as net income or loss adjusted for, as applicable for the periods presented, amortization of intangibles related to acquisitions, acquisition related expenses, stock-based compensation expense, payroll tax expense related to stock-based compensation, loss on extinguishment of debt, financing related expenses, loss on operating lease assets, restructuring related expenses, legal settlement expenses, charitable stock donation, gain on sale of business, and as further adjusted for estimated income tax on such adjusted items. Our adjusted taxes also excludes (i) the valuation allowance recorded against certain of our net deferred tax assets that was recognized in accordance with GAAP, and (ii) all tax benefits/expenses resulting from excess tax benefits/deficiencies in connection with stock-based compensation. Adjusted Net Income Margin represents Adjusted Net Income as a percentage of revenue.

Adjusted Earnings Per Share (Adjusted EPS) is Adjusted Net Income attributable to common stockholders divided by weighted average number of shares. The weighted average shares we use in computing Adjusted Earnings Per Share – basic is equal to our GAAP weighted average shares – basic and the weighted average shares we use in computing Adjusted Earnings Per Share – diluted is equal to either GAAP weighted average shares – basic or GAAP weighted average shares – diluted, depending on whether we have adjusted net loss or adjusted net income, respectively.

We also assess our performance by evaluating each cost and operating expense on our condensed consolidated statements of operations on a non-GAAP, or adjusted, basis to arrive at Adjusted Operating Income. The adjustments to these cost and operating expense items include, as applicable for the periods presented, acquisition related expenses, amortization of intangibles related to acquisitions, stock-based compensation expense, payroll tax expense related to stock-based compensation, loss on extinguishment of debt, financing related expenses, restructuring related expenses, legal settlement expenses, loss on operating lease assets, charitable stock donation, and gain on sale of business. Adjusted Operating Income is GAAP revenue less non-GAAP operating expenses.

We believe our Non-GAAP Measures are helpful to investors, analysts and other interested parties because they assist in providing a more consistent and comparable overview of our operations across our historical financial periods. Adjusted EBITDA and Adjusted EBITDA Margin are also key measures we use to assess our financial performance and are also used for internal planning and forecasting purposes. In addition, Adjusted EBITDA, Adjusted EBITDA Margin, Adjusted Net Income and Adjusted Earnings Per Share are frequently used by analysts, investors and other interested parties to evaluate and assess performance.

The Non-GAAP Measures are presented for supplemental informational purposes only and should not be considered as alternatives or substitutes to financial information presented in accordance with GAAP. These measures have certain limitations in that they do not include the impact of certain expenses that are reflected in our condensed consolidated statements of operations that are necessary to run our business. Other companies, including other companies in our industry, may not use these measures or may calculate these measures differently than as presented herein, limiting their usefulness as comparative measures.

The following table presents a reconciliation of net loss, the most directly comparable financial measure calculated in accordance with GAAP, to Adjusted EBITDA, and presents net loss margin, the most directly comparable financial measure calculated in accordance with GAAP, with Adjusted EBITDA Margin:

(dollars in thousands)

	Three Months Ended December 31,						Year Ended December 31,
	2022			2021			2022			2021
Net loss	$	(1,972	)	$	(39,914	)	$	(32,828	)	$	(25,254	)
Adjusted to exclude the following:
Interest income		(5,445	)		(17	)		(9,274	)		(59	)
Interest expense		11,927			5,903			34,243			23,642
Income tax (benefit) expense		(2,773	)		45,784			9,597			15,077
Depreciation and amortization		15,533			10,648			54,177			34,539
Financing related expenses ⁽¹⁾		6			217			20			666
Acquisition related expenses⁽²⁾		2,856			5,084			26,486			12,868
Restructuring related expenses ⁽³⁾		37			—			6,273			—
Legal settlement expenses ⁽⁴⁾		(1,300	)		—			1,500			—
Stock-based compensation expense		29,414			33,280			120,234			160,462
Payroll tax expense related to stock-based compensation		143			1,266			1,882			6,260
Loss on operating lease assets ⁽⁵⁾		12,569			—			12,569			1,430
Gain on sale of business ⁽⁶⁾		(11,404	)		—			(11,404	)		—
Adjusted EBITDA	$	49,591		$	62,251		$	213,475		$	229,631
Revenue	$	184,109		$	213,256		$	766,554		$	745,424
Net loss margin ⁽⁷⁾		(1.1	%)		(18.7	%)		(4.3	%)		(3.4	%)
Adjusted EBITDA Margin		26.9	%		29.2	%		27.8	%		30.8	%

_______________
(1)		Financing related expenses include third party fees related to proposed financings.
(2)		Acquisition related expenses principally include costs for actual or planned acquisitions including related third party fees, legal, consulting and other expenditures, and as applicable, severance costs and retention bonuses to employees related to acquisitions and change in fair value of contingent consideration. Acquisition related expenses in 2022 also included similar transaction related costs for our sale of certain technology assets of GoodRx Care and a $18.1 million change in fair value of contingent consideration related to our vitaCare acquisition.
(3)		Restructuring related expenses include employee severance and other personnel related costs in connection with workforce optimization and organizational changes to better align with our strategic goals and future scale, including a reduction in force approved by our board of directors in August 2022 involving approximately 140 employees of our indirect wholly owned subsidiary GoodRx, Inc., representing approximately 16% of its workforce primarily in its technology-focused and marketing groups.
(4)		Legal settlement expenses represent the estimated accrual of the probable loss with respect to the Federal Trade Commission negotiated settlement. See Note 13 to our consolidated financial statements for additional information.
(5)		Loss on operating lease assets represents losses incurred relating to the abandonment or sublease of certain leased office spaces and disposal of related capitalized costs. See Note 10 to our consolidated financial statements for additional information.
(6)		Gain on sale of business represents the pre-tax gain recognized on the sale of certain technology assets of GoodRx Care, LLC, our telehealth platform. See Note 3 to our consolidated financial statements for additional information.
(7)		Net loss margin represents net loss as a percentage of revenue.

The following tables present a reconciliation of net loss and calculations of net loss margin and loss per share, the most directly comparable financial measures calculated in accordance with GAAP, to Adjusted Net Income, Adjusted Net Income Margin, and Adjusted Earnings Per Share, respectively:

(dollars in thousands, except per share amounts)

	Three Months Ended December 31,						Year Ended December 31,
	2022			2021			2022			2021
Net loss	$	(1,972	)	$	(39,914	)	$	(32,828	)	$	(25,254	)
Adjusted to exclude the following:
Amortization of intangibles related to acquisitions		5,674			5,286			23,200			18,333
Financing related expenses ⁽¹⁾		6			217			20			666
Acquisition related expenses⁽¹⁾		2,856			5,084			26,486			12,868
Restructuring related expenses ⁽¹⁾		37			—			6,273			—
Legal settlement expenses ⁽¹⁾		(1,300	)		—			1,500			—
Stock-based compensation expense		29,414			33,280			120,234			160,462
Payroll tax expense related to stock-based compensation		143			1,266			1,882			6,260
Loss on operating lease assets ⁽¹⁾		12,569			—			12,569			1,430
Gain on sale of business ⁽¹⁾		(11,404	)		—			(11,404	)		—
Income tax (benefit) expense on excluded items and adjusting for valuation allowance and excess tax benefits/deficiencies on stock-based compensation exercises		(8,648	)		35,237			(22,108	)		(27,746	)
Adjusted Net Income	$	27,375		$	40,456		$	125,824		$	147,019
Revenue	$	184,109		$	213,256		$	766,554		$	745,424
Net loss margin ⁽¹⁾		(1.1	%)		(18.7	%)		(4.3	%)		(3.4	%)
Adjusted Net Income Margin		14.9	%		19.0	%		16.4	%		19.7	%
Weighted average shares used in computing loss per share:
Basic and diluted		411,683			414,068			412,858			409,981
Loss per share:
Basic and diluted	$	(0.00	)	$	(0.10	)	$	(0.08	)	$	(0.06	)
Weighted average shares used in computing adjusted earnings per share:
Basic		411,683			414,068			412,858			409,981
Diluted		413,275			431,080			418,588			429,836
Adjusted earnings per share:
Basic	$	0.07		$	0.10		$	0.30		$	0.36
Diluted	$	0.07		$	0.09		$	0.30		$	0.34

_______________
(1)		Refer to reconciliation table for Adjusted EBITDA above for further information regarding these metrics/adjustments.

Each cost and operating expense is adjusted for, as applicable for the periods presented, acquisition related expenses, amortization of intangibles related to acquisitions, stock-based compensation expense, loss on extinguishment of debt, payroll tax expense related to stock-based compensation, financing related expenses, restructuring related expenses, legal settlement expenses, loss on operating lease assets, charitable stock donation, and gain on sale of business.

(dollars in thousands)

	GAAP						Adjusted						GAAP						Adjusted
	Three Months Ended						Three Months Ended						Year Ended						Year Ended
	December 31,						December 31,						December 31,						December 31,
	2022			2021			2022			2021			2022			2021			2022			2021
Cost of revenue	$	17,360		$	13,927		$	16,983		$	12,980		$	65,079		$	46,716		$	64,258		$	45,193
% of Revenue		9	%		7	%		9	%		6	%		8	%		6	%		8	%		6	%
Product development and technology	$	36,770		$	35,060		$	26,335		$	25,532		$	143,137		$	125,860		$	102,706		$	85,711
% of Revenue		20	%		16	%		14	%		12	%		19	%		17	%		13	%		11	%
Sales and marketing	$	84,128		$	106,491		$	78,881		$	101,003		$	357,631		$	370,217		$	331,525		$	346,921
% of Revenue		46	%		50	%		43	%		47	%		47	%		50	%		43	%		47	%
General and administrative	$	28,581		$	35,374		$	12,319		$	11,490		$	144,792		$	154,686		$	54,590		$	37,968
% of Revenue		16	%		17	%		7	%		5	%		19	%		21	%		7	%		5	%
Depreciation and amortization	$	15,533		$	10,648		$	9,859		$	5,362		$	54,177		$	34,539		$	30,977		$	16,206
% of Revenue		8	%		5	%		5	%		3	%		7	%		5	%		4	%		2	%
Operating income	$	1,737		$	11,756		$	39,732		$	56,889		$	1,738		$	13,406		$	182,498		$	213,425
% of Revenue		1	%		6	%		22	%		27	%		0	%		2	%		24	%		29	%

The following table presents a reconciliation of each non-GAAP, or adjusted, cost and expense measure to its most directly comparable financial measure calculated in accordance with GAAP:

(dollars in thousands)

	Three Months Ended						Year Ended
	December 31,						December 31,
	2022			2021			2022			2021
Cost of revenue	$	17,360		$	13,927		$	65,079		$	46,716
Acquisition related expenses ⁽¹⁾		—			(663	)		—			(617	)
Restructuring related expenses ⁽¹⁾		(207	)		—			(444	)		—
Stock-based compensation expense		(169	)		(258	)		(359	)		(798	)
Payroll tax expense related to stock-based compensation		(1	)		(26	)		(18	)		(108	)
Adjusted cost of revenue	$	16,983		$	12,980		$	64,258		$	45,193

Product development and technology	$	36,770		$	35,060		$	143,137		$	125,860
Acquisition related expenses ⁽¹⁾		(540	)		(417	)		(1,416	)		(1,923	)
Restructuring related expenses ⁽¹⁾		26			—			(2,840	)		—
Stock-based compensation expense		(9,863	)		(8,434	)		(35,190	)		(35,090	)
Payroll tax expense related to stock-based compensation		(58	)		(677	)		(985	)		(3,136	)
Adjusted product development and technology	$	26,335		$	25,532		$	102,706		$	85,711

Sales and marketing	$	84,128		$	106,491		$	357,631		$	370,217
Acquisition related expenses ⁽¹⁾		(185	)		(838	)		(2,064	)		(1,611	)
Restructuring related expenses ⁽¹⁾		—			—			(2,679	)		—
Stock-based compensation expense		(5,037	)		(4,487	)		(21,036	)		(20,645	)
Payroll tax expense related to stock-based compensation		(25	)		(163	)		(327	)		(1,040	)
Adjusted sales and marketing	$	78,881		$	101,003		$	331,525		$	346,921

General and administrative	$	28,581		$	35,374		$	144,792		$	154,686
Financing related expenses ⁽¹⁾		(6	)		(217	)		(20	)		(666	)
Acquisition related expenses ⁽¹⁾		(2,131	)		(3,166	)		(23,006	)		(8,717	)
Restructuring related expenses ⁽¹⁾		144			—			(310	)		—
Legal settlement expenses ⁽¹⁾		1,300			—			(1,500	)		—
Stock-based compensation expense		(14,345	)		(20,101	)		(63,649	)		(103,929	)
Payroll tax expense related to stock-based compensation		(59	)		(400	)		(552	)		(1,976	)
Loss on operating lease assets ⁽¹⁾		(12,569	)		—			(12,569	)		(1,430	)
Gain on sale of business ⁽¹⁾		11,404			—			11,404			—
Adjusted general and administrative	$	12,319		$	11,490		$	54,590		$	37,968

Depreciation and amortization	$	15,533		$	10,648		$	54,177		$	34,539
Amortization of intangibles related to acquisitions		(5,674	)		(5,286	)		(23,200	)		(18,333	)
Adjusted depreciation and amortization	$	9,859		$	5,362		$	30,977		$	16,206

Operating income	$	1,737		$	11,756		$	1,738		$	13,406
Amortization of intangibles related to acquisitions		5,674			5,286			23,200			18,333
Financing related expenses ⁽¹⁾		6			217			20			666
Acquisition related expenses ⁽¹⁾		2,856			5,084			26,486			12,868
Restructuring related expenses ⁽¹⁾		37			—			6,273			—
Legal settlement expenses ⁽¹⁾		(1,300	)		—			1,500			—
Stock-based compensation expense		29,414			33,280			120,234			160,462
Payroll tax expense related to stock-based compensation		143			1,266			1,882			6,260
Loss on operating lease assets ⁽¹⁾		12,569			—			12,569			1,430
Gain on sale of business ⁽¹⁾		(11,404	)		—			(11,404	)		—
Adjusted operating income	$	39,732		$	56,889		$	182,498		$	213,425

_______________
(1)		Refer to reconciliation table for Adjusted EBITDA above for further information regarding these metrics/adjustments.

View source version on businesswire.com: https://www.businesswire.com/news/home/20230228005464/en/

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GoodRx

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GoodRx

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February 28, 2023 5:27 pm

American Water Announces Common Stock Offering

American Water Announces Common Stock Offering

CAMDEN, N.J.–(BUSINESS WIRE)–
American Water Works Company, Inc. (NYSE: AWK) announced today that it has commenced a registered underwritten offering of 9,500,000 shares of its common stock. American Water intends to grant the underwriters of the offering a 30-day option to purchase from American Water up to an additional 1,425,000 shares of common stock. The proposed offering is subject to market and other conditions, and there can be no assurance as to whether or when the offering may be completed, or as to the actual size or terms of the offering.

American Water intends to use the net proceeds from this offering to repay short-term commercial paper obligations of American Water Capital Corp., American Water’s wholly owned finance subsidiary, and for general corporate purposes.

BofA Securities, Wells Fargo Securities and RBC Capital Markets are acting as joint book-running managers for this offering.

The offering is being made pursuant to American Water’s effective shelf registration statement filed with the Securities and Exchange Commission. This press release does not constitute an offer to sell or a solicitation of an offer to buy any securities, and no offer, solicitation or sale of any securities shall be made, in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. The offering of these securities will be made only by means of a prospectus and a related prospectus supplement meeting the requirements of Section 10 of the Securities Act of 1933. A copy of the prospectus supplement and accompanying prospectus with respect to this offering may be obtained from American Water or from (i) BofA Securities by mail at BofA Securities, NC1-004-03-43m 200 North College Street, 3rd floor, Charlotte NC 28255-0001, Attn: Prospectus Department or by email at [email protected], (ii) Wells Fargo Securities by calling (800) 645-3751, by mail at Wells Fargo Securities LLC, Attention: Equity Syndicate Department, 500 West 33rd Street, New York, New York, 10001 or by email at [email protected], or (iii) RBC Capital Markets by mail at RBC Capital Markets, LLC, Brookfield Place, 200 Vesey Street 8th Floor, New York, New York 10281, Attention: Equity Capital Markets, by phone at (877) 822-4089, by email at [email protected] or by facsimile at (212) 428-6308.

About American Water

With a history dating back to 1886, American Water (NYSE: AWK) is the largest and most geographically diverse U.S. publicly traded water and wastewater utility company. The company employs approximately 6,500 dedicated professionals who provide regulated and regulated-like drinking water and wastewater services to an estimated 14 million people in 24 states.

Cautionary Statement Concerning Forward-Looking Statements

Certain statements in this press release including, without limitation, with respect to the public offering of American Water’s securities and the intended use of proceeds, are forward-looking statements within the meaning of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995 and the Federal securities laws. In some cases, these forward-looking statements can be identified by words with prospective meanings such as “intend,” “plan,” “estimate,” “believe,” “anticipate,” “expect,” “predict,” “project,” “propose,” “assume,” “forecast,” “likely,” “uncertain,” “outlook,” “future,” “pending,” “goal,” “objective,” “potential,” “continue,” “seek to,” “may,” “can,” “should,” “will” and “could” or the negative of such terms or other variations or similar expressions. These forward-looking statements are predictions based on American Water’s current expectations and assumptions regarding future events. They are not guarantees or assurances of any outcomes, financial results of levels of activity, performance or achievements, and readers are cautioned not to place undue reliance upon them. The forward-looking statements are subject to a number of estimates and assumptions, and known and unknown risks, uncertainties and other factors. Actual results may differ materially from those discussed in the forward-looking statements included in this press release as a result of the factors discussed in American Water’s Annual Report on Form 10-K for the year ended Dec. 31, 2022, and subsequent filings with the SEC, and because of factors such as: the decisions of governmental and regulatory bodies, including decisions to raise or lower customer rates; the timeliness and outcome of regulatory commissions’ and other authorities’ actions concerning rates, capital structure, authorized return on equity, capital investment, system acquisitions and dispositions, taxes, permitting, water supply and management, and other decisions; changes in customer demand for, and patterns of use of, water and energy, such as may result from conservation efforts, or otherwise; limitations on the availability of American Water’s water supplies or sources of water, or restrictions on its use thereof, resulting from allocation rights, governmental or regulatory requirements and restrictions, drought, overuse or other factors; a loss of one or more large industrial or commercial customers due to adverse economic conditions, or other factors; changes in laws, governmental regulations and policies, including with respect to the environment, health and safety, data and consumer privacy, security and protection, water quality and water quality accountability, contaminants of emerging concern, public utility and tax regulations and policies, and impacts resulting from U.S., state and local elections and changes in federal, state and local executive administrations; American Water’s ability to collect, distribute, use, secure and store consumer data in compliance with current or future governmental laws, regulations and policies with respect to data and consumer privacy, security and protection; weather conditions and events, climate variability patterns, and natural disasters, including drought or abnormally high rainfall, prolonged and abnormal ice or freezing conditions, strong winds, coastal and intercoastal flooding, pandemics (including COVID-19) and epidemics, earthquakes, landslides, hurricanes, tornadoes, wildfires, electrical storms, sinkholes and solar flares; the outcome of litigation and similar governmental and regulatory proceedings, investigations or actions; the risks associated with American Water’s aging infrastructure, and its ability to appropriately improve the resiliency of or maintain and replace, current or future infrastructure and systems, including its technology and other assets, and manage the expansion of its businesses; exposure or infiltration of American Water’s technology and critical infrastructure systems, including the disclosure of sensitive, personal or confidential information contained therein, through physical or cyber attacks or other means; American Water’s ability to obtain permits and other approvals for projects and construction of various water and wastewater facilities; changes in American Water’s capital requirements; American Water’s ability to control operating expenses and to achieve operating efficiencies; the intentional or unintentional actions of a third party, including contamination of American Water’s water supplies or the water provided to its customers; American Water’s ability to obtain and have delivered adequate and cost-effective supplies of pipe, equipment (including personal protective equipment), chemicals, power and other fuel, water and other raw materials, and to address or mitigate supply chain constraints that may result in delays or shortages in, as well as increased costs of, supplies, products and materials that are critical to or used in American Water’s business operations; American Water’s ability to successfully meet its operational growth projections, either individually or in the aggregate, and capitalize on growth opportunities, including, among other things, with respect to: (a) acquiring, closing and successfully integrating regulated operations; (b) American Water’s Military Services Group (“MSG”) entering into new military installation contracts, price redeterminations, and other agreements and contracts, with the U.S. government; and (c) realizing anticipated benefits and synergies from new acquisitions; risks and uncertainties following the completion of the sale of American Water’s Homeowner Services Group (“HOS”), including: (a) American Water’s ability to receive any contingent consideration provided for in the HOS sale, as well as amounts due, payable and owing to American Water under the seller note when due; and (b) the ability of American Water to redeploy successfully and timely the net proceeds of this transaction into American Water’s Regulated Businesses; risks and uncertainties associated with contracting with the U.S. government, including ongoing compliance with applicable government procurement and security regulations; cost overruns relating to improvements in or the expansion of American Water’s operations; American Water’s ability to successfully develop and implement new technologies and to protect related intellectual property; American Water’s ability to maintain safe work sites; American Water’s exposure to liabilities related to environmental laws and similar matters resulting from, among other things, water and wastewater service provided to customers; the ability of energy providers, state governments and other third parties to achieve or fulfill their GHG emission reduction goals, including without limitation through stated renewable portfolio standards and carbon transition plans; changes in general economic, political, business and financial market conditions; access to sufficient debt and/or equity capital on satisfactory terms and as needed to support operations and capital expenditures; fluctuations in inflation or interest rates, and American Water’s ability to address or mitigate the impacts thereof; the ability to comply with affirmative or negative covenants in the current or future indebtedness of American Water or any of its subsidiaries, or the issuance of new or modified credit ratings or outlooks by credit rating agencies with respect to American Water or any of its subsidiaries (or any current or future indebtedness thereof), which could increase financing costs or funding requirements and affect American Water’s or its subsidiaries’ ability to issue, repay or redeem debt, pay dividends or make distributions; fluctuations in the value of, or assumptions and estimates related to, its benefit plan assets and liabilities, including with respect to its pension and other post-retirement benefit plans, that could increase expenses and plan funding requirements; changes in federal or state general, income and other tax laws, including (i) future significant tax legislation, and (ii) the availability of, or American Water’s compliance with, the terms of applicable tax credits and tax abatement programs; migration of customers into or out of American Water’s service territories and changes in water and energy consumption resulting therefrom; the use by municipalities of the power of eminent domain or other authority to condemn the systems of one or more of American Water’s utility subsidiaries, or the assertion by private landowners of similar rights against such utility subsidiaries; any difficulty or inability to obtain insurance for American Water, its inability to obtain insurance at acceptable rates and on acceptable terms and conditions, or its inability to obtain reimbursement under existing or future insurance programs and coverages for any losses sustained; the incurrence of impairment charges, changes in fair value and other adjustments related to American Water’s goodwill or the value of its other assets; labor actions, including work stoppages and strikes; American Water’s ability to retain and attract highly qualified and skilled employees and/or diverse talent; civil disturbances or unrest, or terrorist threats or acts, or public apprehension about future disturbances, unrest, or terrorist threats or acts; and the impact of new, and changes to existing, accounting standards.

Defined terms used in this section but not defined herein shall have the meanings ascribed to such terms in American Water’s Form 10-K for the year ended Dec. 31, 2022. These forward-looking statements are qualified by, and should be read together with, the risks and uncertainties set forth above and the risk factors included in American Water’s annual, quarterly and other SEC filings, and readers should refer to such risks, uncertainties and risk factors in evaluating such forward-looking statements. Any forward-looking statements speak only as of the date of this press release. American Water does not have or undertake any obligation or intention to update or revise any forward-looking statement, whether as a result of new information, future events, changed circumstances or otherwise, except as otherwise required by the Federal securities laws. Furthermore, it may not be possible to assess the impact of any such factor on American Water’s businesses, either viewed independently or together, or the extent to which any factor, or combination of factors, may cause results to differ materially from those contained in any forward-looking statement. The foregoing factors should not be construed as exhaustive.

AWK-IR

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February 28, 2023 5:26 pm

Payoneer’s Board of Directors Appoints John Caplan as CEO Effective March 1

Payoneer’s Board of Directors Appoints John Caplan as CEO Effective March 1

Scott Galit to transition to Senior Advisor and remain on the Board

Bea Ordonez appointed CFO effective March 1

NEW YORK–(BUSINESS WIRE)–
Payoneer Global Inc. (“Payoneer” or the “Company”) (NASDAQ: PAYO), the financial technology company empowering the world’s small businesses to transact, do business and grow globally, today announced the completion of its CEO and CFO transitions.

On February 27, 2023, Payoneer’s Board of Directors appointed John Caplan as CEO of Payoneer, effective March 1, 2023. Concurrently, Scott Galit will become a Senior Advisor to the Company and continue to serve on the Board of Directors. Caplan and Galit currently serve as co-CEOs of Payoneer following a transition period previously announced on May 25, 2022. Additionally, Bea Ordonez, Payoneer’s Deputy CFO who joined the Company on January 16, 2023, has been appointed CFO, effective March 1, 2023.

“Our record 2022 results build on our long track record of delivering real value for our customers and consistent revenue and adjusted EBITDA growth,” said Scott Galit, Co-CEO. “I am incredibly excited about Payoneer’s future and look forward to staying involved in my new role. My transition with John has gone very smoothly and I have full confidence that John, Bea, and the strong team we have will continuously strive to make it easier for SMBs to succeed in global commerce and deliver value for our customers, employees, and shareholders for many years to come.”

“Scott has been a remarkable leader for Payoneer and during his tenure, he has made Payoneer a trusted global brand and delivered an impressive track record of accomplishments and growth for the Company,” said Avi Zeevi, Chairman of Payoneer’s Board of Directors. “On behalf of the shareholders, employees, and the entire Board, I would like to thank Scott for his service to date. John will build on this strong foundation and lead Payoneer into its next chapter of growth. John has already demonstrated his strong leadership and we are excited about his increased focus on profitable growth. On behalf of the entire Board, I want to thank both Scott and John for their commitment to supporting a thoughtful and smooth transition over the past 9 months.”

“I’m honored to assume the CEO role and sincerely appreciate Scott’s guidance and friendship as we worked through this successful transition,” said John Caplan, Co-CEO. “Payoneer has a trusted brand, global footprint, and benefits from strong network effects and scaled infrastructure, which puts us in a position of strength to capture the significant growth opportunities we have. I’m excited to lead the company into our future and believe our talented and dedicated team of colleagues around the world will successfully execute and deliver on our plans.”

About Payoneer

Payoneer is the financial technology company empowering the world’s small businesses to transact, do business and grow globally. Payoneer was founded in 2005 with the belief that talent is equally distributed, but opportunity is not. It is our mission to enable anyone anywhere to participate and succeed in the global digital economy. Since our founding, we have built a global financial platform that has already made it easier for millions of SMBs, particularly in emerging markets, to pay and get paid, manage their funds, and grow their business.

Forward-Looking Statements

This press release includes, and oral statements made from time to time by representatives of Payoneer, may be considered “forward-looking statements” within the meaning of the “safe harbor” provisions of the United States Private Securities Litigation Reform Act of 1995. Forward-looking statements generally relate to future events or Payoneer’s future financial or operating performance. For example, projections of future volume, revenue, transaction cost and adjusted EBITDA are forward-looking statements. In some cases, you can identify forward-looking statements by terminology such as “may,” “should,” “expect,” “intend,” “plan,” “will,” “estimate,” “anticipate,” “believe,” “predict,” “potential” or “continue,” or the negatives of these terms or variations of them or similar terminology. Such forward-looking statements are subject to risks, uncertainties, and other factors which could cause actual results to differ materially from those expressed or implied by such forward looking statements. These forward-looking statements are based upon estimates and assumptions that, while considered reasonable by Payoneer and its management, as the case may be, are inherently uncertain. Factors that may cause actual results to differ materially from current expectations include, but are not limited to: (1) changes in applicable laws or regulations; (2) the possibility that Payoneer may be adversely affected by geopolitical and other economic, business and/or competitive factors; (3) Payoneer’s estimates of its financial performance; (4) the outcome of any legal proceedings; and (5) other risks and uncertainties set forth in Payoneer’s Annual Report on Form 10-K for the period ended December 31, 2022 and future reports that Payoneer may file with the SEC from time to time. Nothing in this press release should be regarded as a representation by any person that the forward-looking statements set forth herein will be achieved or that any of the contemplated results of such forward-looking statements will be achieved. You should not place undue reliance on forward-looking statements, which speak only as of the date they are made. Payoneer does not undertake any duty to update these forward-looking statements.

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February 28, 2023 5:25 pm

Revance Reports Fourth Quarter and Full Year 2022 Financial Results, Provides Corporate Update

Revance Reports Fourth Quarter and Full Year 2022 Financial Results, Provides Corporate Update

Q4 and full year 2022 total revenue of $49.9 million and $132.6 million, a YoY increase of 92% and 70%, respectively.
Q4 and full year 2022 RHA® Collection revenue of $34.8 million and $107.2 million, a YoY increase of 46% and 51%, respectively.
DAXXIFY® Q4 PrevU revenue of $11.0 million, with commercial launch to begin late March 2023.
PDUFA date for DAXXIFY® for the treatment of cervical dystonia of August 19, 2023.
Appointed Dr. Vlad Coric, M.D., Chairman and CEO of Biohaven, to the company’s Board of Directors.
Conference call and webcast today at 4:30 p.m. ET.

NASHVILLE, Tenn.–(BUSINESS WIRE)–Revance Therapeutics, Inc. (RVNC), today reported financial results for the fourth quarter and full year ended December 31, 2022 and provided a corporate update.

Financial Highlights

Total revenue for the fourth quarter 2022 was $49.9 million compared to $26.0 million for the same period last year, representing a 92% increase, primarily due to increased sales of the RHA Collection® and sales of DAXXIFY® during the PrevU program. Total revenue for the full year 2022 was $132.6 million compared to $77.8 million for the full year 2021, representing a 70% increase, primarily due to increased sales of the RHA® Collection of dermal fillers. Total revenue for the fourth quarter included $34.8 million of RHA® Collection revenue, $11.0 million of DAXXIFY® revenue during the PrevU program, $2.9 million of service revenue, and $1.2 million of collaboration revenue.

Selling, general and administrative (SG&A)expenses for the fourth quarter and full year ended December 31, 2022 were $65.2 million and $223.9 million compared to $46.4 million and $198.8 million, respectively, for the same periods last year, presented in accordance with U.S. generally accepted accounting principles (“GAAP”). Excluding depreciation, amortization and stock-based compensation, non-GAAP SG&A expenses were $55.5 million and $183.1 million, respectively, for the fourth quarter and full year ended December 31, 2022. The increase on a quarterly and full year basis was primarily due to higher sales and marketing expenses related to the RHA® Collection and DAXXIFY®.

Research and development (R&D) expenses for the fourth quarter and full year ended December 31, 2022 were $19.5 million and $101.3 million compared to $29.5 million and $116.3 million, respectively, for the same periods in 2021. Excluding depreciation, amortization and stock-based compensation, non-GAAP R&D expenses were $17.3 million and $83.9 million, respectively, for the fourth quarter and full year ended December 31, 2022. The decrease on a quarterly and full year basis was primarily due to lower clinical trial and regulatory activity.

Total operating expenses (OPEX) for the fourth quarter and full year ended December 31, 2022 were $194.3 million and $474.5 million compared to $87.6 million and $352.5 million, respectively, for the same periods in 2021. GAAP OPEX were above the company’s previously stated guidance range of $375 million to $400 million primarily due to a $69.8 million goodwill impairment charge in the company’s service segment, recorded in the fourth quarter of 2022. The non-cash impairment charge resulted from a reduction in the internal segment forecast and growth rates, driven by the performance of the service segment and the delay in the development of certain platform features and functionalities. The impairment analysis also reflected the decrease in the current valuation of the broader payments sector. The company also recognized a non-cash, accelerated amortization expense of $11.7 million in the fourth quarter of 2022 relating to the HintMD developed technology asset. The expense was attributed to the sunsetting of the platform following the migration of customers to OPUL®.
Excluding cost of revenue, depreciation, amortization, stock-based compensation, and impairment charge, non-GAAP OPEX were $72.8 million for the fourth quarter ended December 31, 2022. For the full year, non-GAAP OPEX were $267.0 million, which was in-line with the mid-point of the company’s previously announced guidance range of $260 million to $280 million.

Net loss for the fourth quarter and full year ended December 31, 2022 was $146.0 million and $356.4 million, respectively, compared to a net loss of $63.1 million and $281.3 million, respectively, for the same periods last year.

Cash, cash equivalents and short-term investments as of December 31, 2022 were $340.7 million.

“I’m very pleased with our outstanding performance in 2022, highlighted by the FDA’s approval of DAXXIFY® in September which lays the foundation for our significant growth opportunity ahead. To that end, we are encouraged by the positive early feedback we’ve received on DAXXIFY® during our PrevU program and look forward to initiating our commercial launch in late March with a focus on our existing practice partners,” said Mark J. Foley, Chief Executive Officer. “During the course of 2022, we also took important steps to fortify our balance sheet, allowing us to launch DAXXIFY® and grow our aesthetics franchise from a position of strength. 2023 will be another exciting and important year for the company as we introduce DAXXIFY® and prepare for our entry into the therapeutics market.”

Fourth Quarter Highlights and Subsequent Updates

DAXXIFY® PrevU program continues into Q1, to be followed by commercial launch in late March 2023. PrevU is an early experience program that focuses on product education, practice integration and real-world clinical insights for optimizing aesthetic outcomes. The commercial launch of DAXXIFY® is expected to begin in late March 2023, first with the company’s existing prestige aesthetic accounts, which will leverage both in-person and virtual training formats. Further, the company has begun its sales force expansion, with the goal of adding approximately 50 people to its ~100-person sales team by mid-year. Fourth quarter DAXXIFY® revenue during the PrevU program was $11.0 million.

RHA® Collection revenue increased 46% year-over-year to $34.8 million in the fourth quarter. Strong RHA® Collection revenue growth was driven by new account growth and increased account productivity. Fourth quarter results also reflected the impact of traditional seasonality. The number of aesthetic accounts across the RHA® Collection and the company’s fintech platform increased to over 5,000 as of year-end 2022.

Gross payment volume (GPV) for fintech platforms totaled $179 million for the fourth quarter. Revance defines GPV as the total dollar amount of all transactions processed in the period through OPUL® and HintMD, net of refunds. GPV for the company’s fintech platforms was approximately $179 million for the fourth quarter 2022 and approximately $665.0 million for the full year ended December 31, representing a 31% and 17% increase from the same periods last year, due to new account growth. Fourth quarter OPUL® revenue was $2.9 million.

Supplemental biologics license application (sBLA) for DAXXIFY® for injection for the treatment of cervical dystonia accepted by the FDA. In January 2023, the FDA accepted for review the company’s sBLA for DAXXIFY® for the treatment of cervical dystonia in adults. Revance was provided a Prescription Drug User Fee Act (PDUFA) date of August 19, 2023.

Prior-approval supplement (PAS) for Ajinomoto Biopharma Services accepted by the FDA. In October, the FDA accepted the company’s PAS submission for Ajinomoto Biopharma Services (Aji), Revance’s fill-finish contract manufacturer for DAXXIFY®. The company anticipates the potential approval of the PAS in 2023.

Director and leadership appointments. Revance announced today the appointment of Dr. Vlad Coric, MD, MBA, to its Board of Directors, effective March 1, 2023. Dr. Coric, currently the Chairman and CEO of Biohaven, brings more than 22 years of drug discovery and executive leadership experience to Revance.
Revance also announced today the appointment of Amie Krause as its Chief People Officer, succeeding Justin Ford, Senior Vice President, Human Resources and Head of People, who will be retiring, effective March 13, 2023. Krause brings over 25 years of human resource experience and was formerly the Chief People Officer at Atara Biotherapeutics and was the Human Resource Lead for various departments at Amgen.

2023 Financial Outlook

Revance expects 2023 GAAP operating expenses to be $460 million to $480 million and non-GAAP operating expenses, which exclude costs of revenue, depreciation and amortization and stock-based compensation to be $320 million to $340 million. Revance expects 2023 non-GAAP research and development expense to be $80 million to $90 million. The company’s Non-GAAP operating expense guidance for 2023 primarily reflects increased investments in its aesthetics commercial infrastructure, including sales team expansion, DAXXIFY® and RHA® commercial investments, and biosimilar partnership investments.

With current cash, cash equivalents and short-term investments of $340.7 million, an additional $100 million of notes available for issuance through Athyrium Capital, and anticipated revenues and expenditures, management projects that the company’s U.S. aesthetics portfolio (DAXXIFY®, RHA® Collection, OPUL®) will be funded to cash flow breakeven.

Conference Call

Revance will host a corresponding conference call and a live webcast at 1:30 p.m. PT / 4:30 p.m. ET on February 28, 2023 to discuss its financial results and provide a business and pipeline update. Individuals interested in listening to the conference call may do so by dialing (800) 715-9871 and reference conference ID: 1286316, or from the webcast link in the investor relations section of the company’s website at: www.revance.com.

A replay of the call will be available beginning February 28, 2023, at 4.30 p.m. PT / 7.30 p.m. ET to March 28, 2023 at 4.30 p.m. PT / 7.30 p.m. ET. To access the replay, dial (800) 770-2030 and reference conference ID: 1286316. The webcast will be available in the investor relations section on the company’s website for 90 days following the completion of the call.

About Revance

Revance is a biotechnology company setting the new standard in healthcare with innovative aesthetic and therapeutic offerings that elevate patient and physician experiences. Revance’s aesthetics portfolio of expertly created products and services, including DAXXIFY® (DaxibotulinumtoxinA-lanm) for injection, the RHA® Collection of dermal fillers, and OPUL®, the first-of-its-kind Relational Commerce platform for aesthetic practices, deliver a differentiated and exclusive offering for the company’s elite practice partners and their consumers. Revance has also partnered with Viatris Inc. to develop a biosimilar to onabotulinumtoxinA for injection, which will compete in the existing short-acting neuromodulator marketplace. Revance’s therapeutics pipeline is currently focused on muscle movement disorders including evaluating DAXXIFY® in two debilitating conditions, cervical dystonia and upper limb spasticity.

Revance is headquartered in Nashville, Tennessee, with additional office locations in Newark, Pleasanton and Irvine, California. Learn more at www.Revance.com, www.RevanceAesthetics.com, www.DAXXIFY.com, or connect with us on LinkedIn.

“Revance” and the Revance logo, DAXXIFY®, and OPUL® are registered trademarks of Revance Therapeutics, Inc.

Resilient Hyaluronic Acid® and RHA® are trademarks of TEOXANE SA.

Forward-Looking Statements

Any statements in this press release that are not statements of historical fact, including statements related to our 2023 financial outlook, milestone expectations, future expenses, future revenue, expected cash runway, expected cash flow breakeven, the strength of our balance sheet, and financial performance; our ability to successfully commercialize DAXXIFY® and to continue to successfully commercialize the RHA® Collection of dermal fillers; the timing of the commercial launch of DAXXIFY®; the planned expansion of our sales force; the PDUFA date and potential approval of our sBLA submission for cervical dystonia and our entry into the therapeutics market; the potential approval of our PAS submission for Aji; the rate and degree of commercial acceptance, opportunity, competition and growth potential of DAXXIFY®, the RHA® Collection of dermal fillers and our business; our strategic priorities; the safety, efficacy and duration of DAXXIFY® and the RHA® Collection of dermal fillers; the potential to set a new standard of care; the potential benefits of our products and services, including DAXXIFY®, the RHA® Collection of dermal fillers and OPUL®; the extent to which our products and services are considered innovative and differentiated; development of a biosimilar to onabotulinumtoxinA for injection with our partner, Viatris; and our business strategy, timeline and other goals, plans and prospects, including our commercialization plans; constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. You should not rely upon forward-looking statements as predictions of future events. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee that the future results, levels of activity, performance, events, circumstances or achievements reflected in the forward-looking statements will ever be achieved or occur.

Forward-looking statements are subject to risks and uncertainties that could cause actual results to differ materially from our expectations. These risks and uncertainties relate, but are not limited to: our ability to obtain funding for our operations; the timing of capital expenditures; the accuracy of our estimates regarding expenses, future revenues, capital requirements, our financial performance and the economics of DAXXIFY®, the RHA® Collection of dermal fillers and OPUL®; the risk of future goodwill impairment charges; our ability to comply with our debt obligations and draw on our debt; the impact of the COVID-19 pandemic and other macroeconomic factors on our manufacturing operations, supply chain, end user demand for our products and services, the aesthetics market, commercialization efforts, business operations, regulatory meetings, inspections and approvals, clinical trials and other aspects of our business and on the market; our ability to maintain approval of our products; our ability and the ability of our partners to manufacture supplies for DAXXIFY® and our drug product candidates; our ability to acquire supplies of the RHA® Collection of dermal fillers; the uncertain clinical development process; our ability to obtain, and the timing relating to, regulatory submissions and approvals with respect to our drug product candidates and third-party manufacturers; the risk that clinical trials may not have an effective design or generate positive results or that positive results would assure regulatory approval or commercial success; the applicability of clinical study results to actual outcomes; the rate and degree of economic benefit, safety, efficacy, commercial acceptance, market, competition and/or size and growth potential of DAXXIFY®, the RHA® Collection of dermal fillers, and our drug product candidates, if approved; our ability to successfully commercialize DAXXIFY® and to continue to successfully commercialize the RHA® Collection of dermal fillers and OPUL®; the timing and cost of commercialization activities; the proper training and administration of our products by physicians and medical staff; our ability to expand sales and marketing capabilities; the status of commercial collaborations; changes in and failures to comply with laws and regulations; our ability to effectively manage our expanded operations in connection with the acquisition of Hint, Inc; the rate and degree of commercial acceptance, market, competition and growth potential of OPUL®; the profitability of and our ability to scale OPUL®, the features and functionalities and benefits to practices and patients of OPUL®; interruptions or performance problems associated with OPUL®; our ability to continue obtaining and maintaining intellectual property protection for our drug product candidates; the cost and our ability to defend ourselves in product liability, intellectual property, class action or other lawsuits; the volatility of our stock price; and other risks. Detailed information regarding factors that may cause actual results to differ materially from the results expressed or implied by statements in this press release may be found in our periodic filings with the Securities and Exchange Commission (SEC), including factors described in the section entitled “Risks Factors” on our Form 10-K expected to be filed with the SEC on February 28, 2023. The forward-looking statements in this press release speak only as of the date hereof. We disclaim any obligation to update these forward-looking statements.

Use of Non-GAAP Financial Measures

Revance has presented certain non-GAAP financial measures in this release. This release and the reconciliation tables included herein include non-GAAP selling, general and administrative expenses, which excludes depreciation, amortization and stock-based compensation; non-GAAP R&D expense, which excludes depreciation, amortization and non-cash stock-based compensation; and total non-GAAP operating expense, which excludes costs of revenue, depreciation, amortization and stock-based compensation. Revance excludes costs of revenue, depreciation, amortization and stock-based compensation because management believes the exclusion of these items is helpful to investors to evaluate Revance’s recurring operational performance. Revance management uses these non-GAAP financial measures to monitor and evaluate its operating results and trends on an on-going basis, and internally for operating, budgeting and financial planning purposes. The non-GAAP financial measures should be considered in addition to results prepared in accordance with GAAP but should not be considered a substitute for or superior to GAAP results.

Certain non-GAAP measures included in this release were not reconciled to the comparable GAAP financial measures because the GAAP measures are not accessible on a forward-looking basis. The company is unable to reconcile these forward-looking non-GAAP financial measures to the most directly comparable GAAP measures without unreasonable efforts because the company is currently unable to predict with a reasonable degree of certainty the type and extent of certain items that would be expected to impact GAAP measures for these periods but would not impact the non-GAAP measures. Such items include costs of revenue, depreciation, amortization, and stock-based compensation. The unavailable information could have a significant impact on the company’s GAAP financial results.

REVANCE THERAPEUTICS, INC.
Consolidated Balance Sheets
(In thousands, except share and per share amounts)
(Unaudited)

	December 31,
	2022			2021
ASSETS
CURRENT ASSETS
Cash and cash equivalents	$	108,965		$	110,623
Short-term investments		231,742			114,448
Accounts receivable, net		11,339			3,348
Inventories		18,325			10,154
Prepaid expenses and other current assets		4,356			7,544
Total current assets		374,727			246,117
Property and equipment, net		22,139			24,661
Goodwill		77,175			146,964
Intangible assets, net		27,004			55,334
Operating lease right-of-use assets		39,223			44,340
Finance lease right-of-use asset		6,393			—
Restricted cash		6,052			5,046
Finance lease prepaid expense		27,500			7,700
Other non-current assets		1,687			1,001
TOTAL ASSETS	$	581,900		$	531,163
LIABILITIES AND STOCKHOLDERS’ EQUITY
CURRENT LIABILITIES
Accounts payable	$	4,546		$	10,603
Accruals and other current liabilities		59,357			39,558
Deferred revenue, current		6,867			9,362
Finance lease liability, current		669			—
Operating lease liabilities, current		4,243			4,746
Derivative liability		—			3,020
Total current liabilities		75,682			67,289
Debt, non-current		379,374			280,635
Deferred revenue, non-current		78,577			74,152
Operating lease liabilities, non-current		34,182			39,131
Other non-current liabilities		1,485			1,485
TOTAL LIABILITIES		569,300			462,692
STOCKHOLDERS’ EQUITY
Preferred stock, par value $0.001 per share — 5,000,000 shares authorized, and no shares issued and outstanding as of December 31, 2022 and 2021		—			—
Common stock, par value $0.001 per share — 190,000,000 shares authorized as of December 31, 2022 and 2021, respectively; 82,385,810 and 71,584,057 shares issued and outstanding as of December 31, 2022 and 2021, respectively		82			72
Additional paid-in capital		1,767,266			1,466,369
Accumulated other comprehensive loss		(374	)		(18	)
Accumulated deficit		(1,754,374	)		(1,397,952	)
TOTAL STOCKHOLDERS’ EQUITY		12,600			68,471
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	581,900		$	531,163

REVANCE THERAPEUTICS, INC.
Consolidated Statements of Operations and Comprehensive Loss
(In thousands, except share and per share amounts)
(Unaudited)

	Quarter Ended December 31,						Year Ended December 31,
	2022			2021			2022			2021
Revenue:
Product revenue	$	45,730		$	23,838		$	118,131		$	70,820
Collaboration revenue		1,247			1,621			7,444			5,655
Service revenue		2,944			491			6,990			1,323
Total revenue		49,921			25,950			132,565			77,798
Operating expenses:
Cost of product revenue (exclusive of depreciation and amortization)		20,284			7,672			44,414			23,125
Cost of service revenue (exclusive of amortization)		3,231			209			7,253			285
Selling, general and administrative		65,237			46,436			223,934			198,821
Research and development		19,541			29,468			101,286			116,255
Impairment loss		69,789			—			69,789			—
Depreciation and amortization		16,250			3,769			27,847			13,988
Total operating expenses		194,332			87,554			474,523			352,474
Loss from operations		(144,411	)		(61,604	)		(341,958	)		(274,676	)
Interest income		3,031			71			4,891			337
Interest expense		(3,752	)		(1,573	)		(16,474	)		(6,273	)
Other income (expense), net		(820	)		8			(2,181	)		(698	)
Loss before income taxes		(145,952	)		(63,098	)		(355,722	)		(281,310	)
Income tax provision		—			—			(700	)		—
Net loss		(145,952	)		(63,098	)		(356,422	)		(281,310	)
Unrealized gain (loss)		86			(15	)		(356	)		(18	)
Comprehensive loss	$	(145,866	)	$	(63,113	)	$	(356,778	)	$	(281,328	)
Basic and diluted net loss	$	(145,952	)	$	(63,098	)	$	(356,422	)	$	(281,310	)
Basic and diluted net loss per share	$	(1.82	)	$	(0.93	)	$	(4.90	)	$	(4.17	)
Basic and diluted weighted-average number of shares used in computing net loss per share		80,126,454			68,034,811			72,713,340			67,507,818

REVANCE THERAPEUTICS, INC.
Product Revenue Breakdown (Unaudited)

	Quarter Ended December 31,				Year Ended December 31,
(in thousands)	2022		2021		2022		2021
Product:
RHA^® Collection of dermal fillers	$	34,755	$	23,838	$	107,156	$	70,820
DAXXIFY^®		10,975		—		10,975		—
Total product revenue	$	45,730	$	23,838	$	118,131	$	70,820

Reconciliation of GAAP SG&A Expense to Non-GAAP SG&A Expense (Unaudited)

	Quarter Ended			Year Ended
(in thousands)	December 31, 2022			December 31, 2022
SG&A expense:
GAAP SG&A expense	$	65,237		$	223,934
Adjustments:
Stock-based compensation		(8,658	)		(36,595	)
Depreciation and amortization		(1,048	)		(4,238	)
Non-GAAP SG&A expense	$	55,531		$	183,101

Reconciliation of GAAP R&D Expense to Non-GAAP R&D Expense (Unaudited)

	Quarter Ended			Year Ended
(in thousands)	December 31, 2022			December 31, 2022
R&D expense:
GAAP R&D expense	$	19,541		$	101,286
Adjustments:
Stock-based compensation		(2,069	)		(15,745	)
Depreciation and amortization		(168	)		(1,647	)
Non-GAAP R&D expense	$	17,304		$	83,894

Reconciliation of GAAP Operating Expense to Non-GAAP Operating Expense (Unaudited)

	Quarter Ended			Year Ended
(in thousands)	December 31, 2022			December 31, 2022
Operating expense:
GAAP operating expenses	$	194,332		$	474,523
Adjustments:
Impairment loss		(69,789	)		(69,789	)
Costs of revenue (exclusive of depreciation and amortization)		(23,515	)		(51,667	)
Stock-based compensation		(10,727	)		(52,340	)
Depreciation and amortization		(17,466	)		(33,732	)
Non-GAAP operating expense	$	72,835		$	266,995

View source version on businesswire.com: https://www.businesswire.com/news/home/20230228005598/en/

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February 28, 2023 5:25 pm

Crinetics Pharmaceuticals Reports Fourth Quarter and Full Year 2022 Financial Results and Provides Corporate Update

Paltusotine’s Phase 3 PATHFNDR-1 study enrollment complete and topline data expected in 3Q 2023
Paltusotine’s Phase 3 PATHFNDR-2 study enrollment ongoing with topline data now expected in 1Q 2024
Pending a successful outcome from the PATHFNDR studies, an NDA submission in acromegaly is expected in 2024
Paltusotine’s Phase 2 study in carcinoid syndrome on track for data in 2H 2023
CRN04894’s studies in Cushing’s disease and congenital adrenal hyperplasia commenced in 1Q 2023

SAN DIEGO, Feb. 28, 2023 (GLOBE NEWSWIRE) — Crinetics Pharmaceuticals, Inc. (Nasdaq: CRNX) today reported financial results for the fourth quarter and year ended December 31, 2022.

“We continue to make great progress in our vision to build a premier, fully integrated endocrine company that can sustainably innovate pioneering therapies for our patients around the world,” said Scott Struthers, Ph.D., founder and chief executive officer of Crinetics. “In 2022, we demonstrated pharmacologic proof-of-concept for CRN04894 and CRN04777, established global clinical study capabilities with our Phase 3 PATHFNDR program for paltusotine in acromegaly, and began laying groundwork for a potential commercial launch.”

Dr. Struthers continued, “Looking forward, we believe our efforts in acromegaly position us for success not only in this program, but also in additional indications with our multiple oral small molecule drug candidates. Going into 2023, I am especially proud of our discovery team who continues to bring innovative opportunities forward in the areas of hyperparathyroidism, polycystic kidney disease, Graves’ disease, including thyroid eye disease, and metabolic diseases including diabetes and obesity.”

Key Corporate Updates:

Phase 3 PATHFNDR-1 study enrollment complete. PATHFNDR-1 is one of two ongoing, placebo-controlled Phase 3 clinical studies of oral paltusotine in participants with acromegaly. The study enrolled participants with acromegaly who were biochemically controlled (IGF-1 ≤ 1.0x upper limit of normal) on octreotide or lanreotide depot monotherapy. Topline data from PATHFNDR-1 are expected in the third quarter of 2023.
Phase 3 PATHFNDR-2 study enrollment ongoing. PATHFNDR-2 is the second placebo-controlled Phase 3 clinical study of oral paltusotine in participants with acromegaly. The study is enrolling participants with acromegaly with elevated IGF-1 levels who are either medication naïve or who are not being treated with pharmacotherapy. Enrollment is ongoing in the study and the company is aggressively navigating prolonged pandemic-related and geopolitical disruptions in certain key study regions. Momentum and interest in the study continue to build despite these disruptions, however, based on current enrollment projections, the company’s anticipated timeline for topline results from the study now extends into the first quarter of 2024.
Paltusotine NDA Submission. Pending a successful outcome from the PATHFNDR studies, Crinetics plans to seek regulatory approval for paltusotine for the treatment of acromegaly in the United States with an anticipated submission of a new drug application (NDA) in 2024.
Phase 2 open-label study of paltusotine in carcinoid syndrome ongoing. Paltusotine is also being studied in a Phase 2 open-label study in carcinoid syndrome associated with neuroendocrine tumors. Enrollment is ongoing and data from the study are expected in the second half of 2023.
CRN04894 studies in Cushing’s disease and congenital adrenal hyperplasia. Based on successful Phase 1 studies demonstrating pharmacologic proof-of-concept, Crinetics is advancing CRN04894 into clinical studies in Cushing’s disease and congenital adrenal hyperplasia. Start-up activities for studies in each of these indications began in the first quarter of 2023.
CRN04777 progress. In November 2022, the U.S. Food and Drug Administration (FDA) informed Crinetics that the company’s planned Phase 2 study of CRN04777 in a pediatric population was not yet permitted to proceed. Crinetics is in the process of collecting additional information and data to submit to the FDA, with the goal of gaining allowance to proceed with the Phase 2 study. The planned Phase 2 study is supported by pharmacologic proof-of-concept results from a successful Phase 1 study in healthy adult volunteers conducted under a Clinical Trial Application in Germany.

Full Year 2022 Highlights:

Reported long-term safety and efficacy data from ACROBAT Advance open-label extension study of paltusotine in acromegaly. Once-daily oral paltusotine was shown to lower and maintain IGF-1 at levels comparable to prior injected somatostatin receptor ligand (SRL) therapy for up to 103 weeks. In addition, paltusotine was well tolerated and 89% of study participants surveyed selected paltusotine as their preferred treatment option over injected SRLs.
Reported positive topline results from multiple-ascending dose (MAD) cohorts of the CRN04894 Phase 1 study in healthy adult volunteers. Pharmacodynamic data from the Phase 1 study’s MAD cohorts demonstrated pharmacologic proof-of-concept for CRN04894, an adrenocorticotropic hormone (ACTH) antagonist being developed as a treatment for conditions of ACTH-excess. Pharmacokinetic data demonstrated CRN04894’s oral bioavailability. No serious adverse events nor study drug discontinuations due to treatment-related adverse events were observed.
Reported positive topline results from MAD cohorts of the CRN04777 Phase 1 study in healthy adult volunteers. Pharmacodynamic data from the Phase 1 study’s MAD cohorts demonstrated pharmacologic proof-of-concept for CRN04777, a somatostatin receptor type 5 (SST5) agonist being developed as a treatment for congenital and syndromic hyperinsulinisms. Pharmacokinetic data indicated CRN04777 was orally bioavailable and support a once daily dosing schedule. No serious adverse events nor discontinuations due to adverse events were reported in the Phase 1 study, which was conducted under a Clinical Trial Application in Germany.
Received UK Medicines and Healthcare products Regulatory Agency (MHRA) Innovation Passport for CRN04777 for the treatment of congenital hyperinsulinism. The Innovation Passport enables sponsors to access the Innovative Licensing and Access Pathway (ILAP), which was launched in 2021 with the goal of reducing the time to market for designated medicines. The ILAP is designed to achieve this goal by enabling enhanced coordination between sponsors and the MHRA leading up to Marketing Authorization Application (MAA) submissions and by providing the opportunity for accelerated MAA reviews.
Entered into strategic licensing agreement with Sanwa Kagaku Kenkyusho Co., Ltd. (Sanwa) for the development and commercialization of paltusotine in Japan. Per the agreement, Crinetics received $13 million upfront and is also eligible to receive development, regulatory and commercial milestones, as well as tiered royalties on net product sales should paltusotine receive marketing approval in Japan. In exchange, Sanwa was granted an exclusive right to develop and commercialize paltusotine in Japan. Sanwa will assume all costs associated with clinical studies and regulatory applications in Japan. Crinetics retains all rights to develop and commercialize paltusotine in territories other than Japan.
Strengthened balance sheet with successful $125 million common stock offering. In April 2022, Crinetics successfully completed an underwritten follow-on offering of its common stock, raising gross proceeds of approximately $125 million.
Made key additions to management team and Board of Directors. Crinetics strengthened the company’s leadership throughout 2022 by appointing James Hassard to the role of chief commercial officer, Chris Robillard to the role of chief business officer, Dana Pizzuti, M.D., to the role of chief development officer, and Rogério Vivaldi Coelho, M.D., M.B.A., and Caren Deardorf to the Board of Directors.

Fourth Quarter and Full Year 2022 Financial Results

Research and development expenses were $37.0 million and $130.2 million for the three months and full year ended December 31, 2022, respectively, compared to $24.6 million and $84.3 million for the same periods in 2021. The increases were primarily attributable to an increase in supplies and spending on manufacturing and development activities of $5.6 million for the quarter ended December 31, 2022 and $25.3 million for the year ended December 31, 2022 associated with our clinical and nonclinical activities for paltusotine, CRN04777, CRN04894 and our preclinical programs and an increase in personnel costs of $5.0 million for the quarter ended December 31, 2022 and $16.2 million for the year ended December 31, 2022.
General and administrative expenses were $11.3 million and $42.4 million for the three months and full year ended December 31, 2022, respectively, compared to $7.4 million and $24.5 million for the same periods in 2021. The increases were primarily attributable to an increase in personnel costs of $2.7 million for the quarter ended December 31, 2022 and $10.8 million for the year ended December 31, 2022.
Net loss for the three months ended December 31, 2022, was $45.0 million, compared to a net loss of $30.8 million for the same period in 2021. For the year ended December 31, 2022, the company’s net loss was $163.9 million compared to a net loss of $107.6 million for the year ended December 31, 2021.
Revenues were $0.7 million and $4.7 million for the three months and full year ended December 31, 2022, respectively, primarily consisting of license revenue recognized from the license agreement entered into with Sanwa in February 2022.
Unrestricted cash, cash equivalents, and investments totaled $334.4 million as of December 31, 2022, compared to $368.4 million as of September 30, 2022, and $333.7 million as of December 31, 2021. Based on its current projections, the company expects that current cash, cash equivalents and short-term investments will fund its current operating plan through 2024.
The company had 53,908,865 common shares outstanding as of February 24, 2023.

About Crinetics Pharmaceuticals

Crinetics Pharmaceuticals is a clinical stage pharmaceutical company focused on the discovery, development, and commercialization of novel therapeutics for rare endocrine diseases and endocrine-related tumors. Paltusotine, an investigational, oral somatostatin receptor type 2 (SST2) agonist, is in Phase 3 clinical development for acromegaly and Phase 2 clinical development for carcinoid syndrome associated with neuroendocrine tumors. Crinetics has demonstrated pharmacologic proof-of-concept in Phase 1 clinical studies for CRN04777, an investigational, oral somatostatin receptor type 5 (SST5) agonist in development for congenital hyperinsulinism, and for CRN04894, an investigational, oral ACTH antagonist in development for the treatment of Cushing’s disease, congenital adrenal hyperplasia, and other diseases of excess ACTH. All of the company’s drug candidates are orally delivered, small molecule new chemical entities resulting from in-house drug discovery efforts.

Forward-Looking Statements

This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. All statements other than statements of historical facts contained in this press release are forward-looking statements, including statements regarding the plans and timelines for the clinical development of paltusotine, CRN04777 and CRN04894, including the therapeutic potential and clinical benefits thereof; the expected timing of topline data from the ongoing Phase 3 clinical studies of paltusotine in acromegaly and Phase 2 study of paltusotine in carcinoid syndrome; plans to submit data from the ongoing Phase 3 clinical studies of paltusotine in acromegaly to regulators in support of applications seeking approval for the use of paltusotine in acromegaly patients and the expected timing of an NDA submission for paltusotine for the treatment of acromegaly in the United States; the expected timing of the initiation of studies of CRN04894 in Cushing’s disease and congenital adrenal hyperplasia; plans to generate and develop additional small molecule new chemical entities with the potential to address hyperparathyroidism, polycystic kidney disease, metabolic diseases, including diabetes and obesity, and Graves’ Disease, including thyroid eye disease, or to advance them into clinical studies; plans to submit additional information and data to the FDA with the goal of gaining allowance to proceed with the Phase 2 study of CRN04777; and Crinetics’ potential to receive future milestone and royalty payments from Sanwa. In some cases, you can identify forward-looking statements by terms such as “may,” “will,” “should,” “expect,” “plan,” “anticipate,” “could,” “intend,” “target,” “project,” “contemplates,” “believes,” “estimates,” “predicts,” “potential” or “continue” or the negative of these terms or other similar expressions. These forward-looking statements speak only as of the date of this press release and are subject to a number of risks, uncertainties and assumptions, including, without limitation, topline data that we report may change following a more comprehensive review of the data related to the clinical studies and such data may not accurately reflect the complete results of a clinical study, and the FDA and other regulatory authorities may not agree with our interpretation of such results; we may not be able to obtain, maintain and enforce our patents and other intellectual property rights, and it may be prohibitively difficult or costly to protect such rights; the COVID-19 pandemic and other geopolitical events may disrupt Crinetics’ business and that of the third parties on which it depends, including delaying or otherwise disrupting its clinical studies and preclinical studies, manufacturing and supply chain, or impairing employee productivity; unexpected adverse side effects or inadequate efficacy of the company’s product candidates that may limit their development, regulatory approval and/or commercialization; the company’s dependence on third parties in connection with product manufacturing, research and preclinical and clinical testing; the success of Crinetics’ clinical studies and nonclinical studies; regulatory developments in the United States and foreign countries; clinical studies and preclinical studies may not proceed at the time or in the manner expected, or at all; the timing and outcome of research, development and regulatory review is uncertain, and Crinetics’ drug candidates may not advance in development or be approved for marketing; Crinetics may use its capital resources sooner than expected; any future impacts to our business resulting from geopolitical developments outside our control; and the other risks and uncertainties described in the company’s periodic filings with the SEC. The events and circumstances reflected in the company’s forward-looking statements may not be achieved or occur and actual results could differ materially from those projected in the forward-looking statements. Additional information on risks facing Crinetics can be found under the heading “Risk Factors” in Crinetics’ periodic reports, including its annual report on Form 10-K for the year ended December 31, 2022. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof. Except as required by applicable law, Crinetics does not plan to publicly update or revise any forward-looking statements contained herein, whether as a result of any new information, future events, changed circumstances or otherwise.

CRINETICS PHARMACEUTICALS, INC.

CONDENSED CONSOLIDATED FINANCIAL STATEMENT DATA
(In thousands, except per share data)
(Unaudited)

	Three months ended December 31,						Twelve months ended December 31,
STATEMENTS OF OPERATIONS DATA:	2022			2021			2022			2021

Revenues	$	709		$	1,078		$	4,737		$	1,078
Operating expenses:
Research and development		36,991			24,604			130,225			84,255
General and administrative		11,274			7,362			42,394			24,525
Total operating expenses		48,265			31,966			172,619			108,780
Loss from operations		(47,556	)		(30,888	)		(167,882	)		(107,702	)
Total other income, net		2,565			94			4,974			61
Loss before equity method investment		(44,991	)		(30,794	)		(162,908	)		(107,641	)
Loss on equity method investment		—			—			(1,010	)		—

Net loss	$	(44,991	)	$	(30,794	)	$	(163,918	)	$	(107,641	)

Net loss per share – basic and diluted	$	(0.84	)	$	(0.68	)	$	(3.15	)	$	(2.80	)
Weighted-average shares – basic and diluted		53,839			45,229			51,982			38,436

BALANCE SHEET DATA:	December 31, 2022			December 31, 2021

Cash, cash equivalents and investments	$	334,425		$	333,707
Working capital	$	317,461		$	328,725
Total assets	$	352,176		$	351,015
Total liabilities	$	35,848		$	19,071
Accumulated deficit	$	(439,173	)	$	(275,255	)
Total stockholders’ equity	$	316,328		$	331,944

Contact:

Chas Schultz
VP, IR & Corporate Communications
[email protected]
(858) 450-6464

Investors / Media:

Corey Davis
LifeSci Advisors, LLC
[email protected]
(212) 915-2577

Aline Sherwood
Scienta Communications
[email protected]
(312) 238-8957