Agios Appoints Tsveta Milanova as Chief Commercial Officer

CAMBRIDGE, Mass., Dec. 06, 2022 (GLOBE NEWSWIRE) — Agios Pharmaceuticals, Inc. (Nasdaq: AGIO), a leader in the field of cellular metabolism pioneering therapies for rare diseases, today announced the appointment of Tsveta Milanova to the role of chief commercial officer, effective Jan. 3, 2023. Ms. Milanova will succeed Richa Poddar, who has been with Agios since 2016 and will continue to serve as the company’s chief commercial officer until the end of the year.

“Tsveta brings deep expertise in launching and commercializing medicines in rare disease and hematology, as well as international operations and global market access experience that will be a tremendous asset for Agios as we expand the reach and impact of our rare disease portfolio and work toward approvals in new indications and geographies,” said Brian Goff, chief executive officer at Agios. “Her leadership and strategic insights have contributed to the exponential growth of leading global biopharmaceutical companies and have helped to maximize the positive impact of innovative products for patient communities. I am thrilled she is joining the Agios team and look forward to her contributions to shaping our bright future.”

“I am tremendously grateful to Richa for her work at Agios over the past six years,” continued Mr. Goff. “During her time with the company, she has displayed remarkable versatility, effectively taking on roles in corporate strategy and business development, oncology portfolio management and commercial leadership. She seamlessly led the transition of the company’s oncology assets following the divestiture of our oncology business and has been leading the launch of our first rare disease medicine. She has been instrumental in helping make Agios what it is today.”

Ms. Milanova joins Agios with two decades of experience in commercial leadership and global market access in the biopharmaceutical industry. She spent five years at Alexion in high-impact commercial and market access roles, including senior vice president, head of U.S. commercial; senior vice president, global commercial strategy; and senior vice president, global value, access and policy. Prior to Alexion, she spent more than ten years at Celgene in roles of increasing responsibility in global pricing and market access, most recently as global head, pricing and market access for the hematology and oncology division. She holds a master of science (MSc) degree in international health policy and health economics from the London School of Economics, a master of science (MSc) degree in pharmacy from the Medical University of Sofia, Bulgaria and is a graduate of Harvard’s Advanced Management Program.

“With the approval of its first-in-class PK activator in adults with pyruvate kinase (PK) deficiency in the U.S. and EU, and the ongoing pivotal trials of the same medicine in thalassemia, pediatric PK deficiency and sickle cell disease, Agios has a special opportunity to make a transformative impact in multiple rare blood disorders with profound unmet need,” said Ms. Milanova. “I look forward to working with the Agios team to continue advancing the PK deficiency launch while building and expanding commercial capabilities to support potential expansion into additional indications. PK activation is a promising therapeutic approach for a number of rare hemolytic and acquired anemias, and I am excited to work toward improving the lives of people with these conditions.”

About Agios

Agios is a biopharmaceutical company that is fueled by connections. The Agios team cultivates strong bonds with patient communities, healthcare professionals, partners and colleagues to discover, develop and deliver therapies for rare diseases. In the U.S., Agios markets a first-in-class pyruvate kinase (PK) activator for adults with PK deficiency, the first disease-modifying therapy for this rare, lifelong, debilitating hemolytic anemia. Building on the company’s leadership in the field of cellular metabolism, Agios is advancing a robust clinical pipeline of investigational medicines with programs in alpha- and beta-thalassemia, sickle cell disease, pediatric PK deficiency and MDS-associated anemia. In addition to its clinical pipeline, Agios has multiple investigational therapies in preclinical development and deep scientific expertise in classical hematology. For more information, please visit the company’s website at www.agios.com.

Cautionary Note Regarding Forward-Looking Statements

This press release contains forward-looking statements within the meaning of The Private Securities Litigation Reform Act of 1995. Such forward-looking statements include those regarding the expected benefits of Ms. Milanova’s appointment and Agios’ strategic plans and focus. The words “anticipate,” “expect,” “goal,” “hope,” “milestone,” “plan,” “potential,” “possible,” “strategy,” “will,” “vision,” and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words. Such statements are subject to numerous important factors, risks and uncertainties that may cause actual events or results to differ materially from Agios’ current expectations and beliefs. Management’s expectations and, therefore, any forward-looking statements in this press release could also be affected by risks and uncertainties relating to a number of other important factors, including, without limitation risks and uncertainties related to: the impact of the COVID-19 pandemic on Agios’ business, operations, strategy, goals and anticipated milestones, including its ongoing and planned research activities, ability to conduct ongoing and planned clinical trials, clinical supply of current or future drug candidates, commercial supply of future approved products, and launching, marketing and selling future approved products; Agios’ results of clinical trials and preclinical studies, including subsequent analysis of existing data and new data received from ongoing and future studies; the content and timing of decisions made by the U.S. FDA, the EMA or other regulatory authorities, investigational review boards at clinical trial sites and publication review bodies; Agios’ ability to obtain and maintain requisite regulatory approvals and to enroll patients in its planned clinical trials; unplanned cash requirements and expenditures and competitive factors; Agios’ ability to obtain, maintain and enforce patent and other intellectual property protection for any product candidates it is developing; Agios’ ability to establish and maintain collaborations; the failure of Agios to receive milestone or royalty payments related to the sale of its oncology business, the uncertainty of the timing of any receipt of any such payments, and the uncertainty of the results and effectiveness of the use of proceeds from the transaction with Servier; and general economic and market conditions. These and other risks are described in greater detail under the caption “Risk Factors” included in Agios’ public filings with the Securities and Exchange Commission. While the list of factors presented here is considered representative, this list should not be considered to be a complete statement of all potential risks and uncertainties. Any forward-looking statements contained in this press release are made only as of the date hereof, and we undertake no obligation to update forward-looking statements to reflect developments or information obtained after the date hereof and disclaim any obligation to do so other than as may be required by law.

Investor & Media Contact:

Jessica Rennekamp, 857-209-3286
Senior Director, Corporate Communications
[email protected] 



Corner Growth Acquisition Corp. 2 Announces Extension of Expiration Time of Tender Offer for its Class A Ordinary Shares

Corner Growth Acquisition Corp. 2 Announces Extension of Expiration Time of Tender Offer for its Class A Ordinary Shares

PALO ALTO, Calif.–(BUSINESS WIRE)–
Corner Growth Acquisition Corp. 2 (NASDAQ: TRONU, TRON, TRONW) (“Corner Growth” or the “Company”) announced that it has extended the Expiration Time of its previously announced tender offer to purchase and redeem its Class A Ordinary Shares (the “Shares”) at a purchase price of $10.21 per share (the “Tender Offer”). As amended, the Tender Offer will now expire at 5:00 p.m., New York City time, on Thursday, December 15, 2022, unless further extended or earlier terminated.

Continental Stock Transfer & Trust Company, the depositary for the Tender Offer, has advised Corner Growth that, as of 5:00 p.m., New York City time, on Monday, December 5, 2022, an aggregate of 6,823,436 Class A Ordinary Shares were properly tendered and not properly withdrawn. Corner Growth shareholders who have already tendered their ordinary shares do not need to re-tender their shares or take any other action as a result of the extension of the Expiration Time of the Tender Offer. Corner Growth shareholders may withdraw shares they have previously tendered at any time prior to the extended Expiration Time of the Tender Offer.

Additional Information Regarding the Tender Offer

This press release is for informational purposes only. This press release is not a recommendation to buy or sell Shares or any other securities, and it is neither an offer to purchase nor a solicitation of an offer to sell Shares or any other securities. A tender offer statement on Schedule TO, including an Offer to Redeem, a Letter of Transmittal and related materials, has been filed with the United States Securities and Exchange Commission (the “SEC”) by Corner Growth. The Tender Offer is only made pursuant to the Offer to Redeem, the Letter of Transmittal and related materials filed as a part of the Schedule TO. Stockholders should read carefully the Offer to Redeem, Letter of Transmittal and related materials because they contain important information, including the various terms of, and conditions to, the Tender Offer. Stockholders will be able to obtain a free copy of the Tender Offer statement on Schedule TO, the Offer to Redeem, Letter of Transmittal and other documents that Corner Growth has filed with the SEC at the SEC’s website at www.sec.gov or by calling Morrow Sodali LLC, the information agent for the Tender Offer, at (800) 662-5200 (toll free) for individuals or (203) 658-9400 for banks and brokerages, or via email at [email protected].

About Corner Growth

Corner Growth Acquisition Corp. 2 is a special purpose acquisition company formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses. Led by Co-Chairman John Cadeddu, Co-Chairman and Chief Executive Officer Marvin Tien and a team of venture capital investors, the Company raised $185 Million in an IPO in June of 2021.

Forward Looking Statements

This press release includes “forward-looking statements” within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995. The Company’s actual results may differ from its expectations, estimates and projections and consequently, you should not rely on these forward-looking statements as predictions of future events. Words such as “expect,” “estimate,” “project,” “budget,” “forecast,” “anticipate,” “intend,” “plan,” “may,” “will,” “could,” “should,” “believes,” “predicts,” “potential,” “continue,” and similar expressions (or the negative versions of such words or expressions) are intended to identify such forward-looking statements. These forward-looking statements include, without limitation, Company’s commitment to funding the Monthly Contributions, the Company’s expectations with respect to future performance and anticipated financial impacts of the non-binding letter of intent that it has entered into with a differentiated food tech platform for an initial business combination. These forward-looking statements involve significant risks and uncertainties that could cause the actual results to differ materially from the expected results. Most of these factors are outside the Company’s control and are difficult to predict. The Company cautions investors not to place undue reliance upon any forward-looking statements, which speak only as of the date made. The Company does not undertake or accept any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements to reflect any change in its expectations or any change in events, conditions or circumstances on which any such statement is based.

Actual results may differ materially from those in forward-looking information as a result of various factors, some of which are beyond the Company’s control, including, but not limited to, those discussed in the Company’s most recent Annual Report on Form 10-K, filed with the Securities and Exchange Commission on March 31, 2022, and subsequent SEC filings, including risks related to market conditions, the disruption caused by the COVID-19 pandemic, which has and is expected to continue to materially affect our business, financial condition and results of operations and cash flows for an extended period of time. Due to such risks and uncertainties and other factors, the Company cautions each person receiving such forward-looking information not to place undue reliance on such statements. Further, such forward-looking statements speak only as of the date of this press release and the Company undertakes no obligations to update any forward-looking statement to reflect events or circumstances after the date of this press release or to reflect the occurrence of unanticipated events.

Company Contact:

Kevin Tanaka, Director of Corporate Development

Corner Growth Acquisition Corp. 2

[email protected]

Media Contact:

Brian Ruby, ICR

[email protected]

KEYWORDS: United States North America California

INDUSTRY KEYWORDS: Banking Professional Services Finance

MEDIA:

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BioCardia Announces FDA Approval of IND Application for Allogeneic NK1R+ Human Mesenchymal Stem Cells for Ischemic Heart Failure

BioCardia Announces FDA Approval of IND Application for Allogeneic NK1R+ Human Mesenchymal Stem Cells for Ischemic Heart Failure

Approval marks second clinical trial approved by FDA this year for Company’s NK1R+ MSC platform

Allogeneic CardiALLO therapy for heart failure to complement autologous cell therapy currently enrolling in Phase III CardiAMP Heart Failure clinical trial

SUNNYVALE, Calif.–(BUSINESS WIRE)–BioCardia, Inc. [Nasdaq: BCDA], a developer of cellular and cell-derived therapeutics for the treatment of cardiovascular and pulmonary diseases, today announced Food and Drug Administration (FDA) approval of its Investigational New Drug (IND) application to initiate a first-in-human Phase I/II clinical trial of its Neurokinin-1 receptor positive (NK1R+) allogeneic human mesenchymal stem cell (MSC) therapy for the treatment of patients with ischemic heart failure.

This trial is designed for patients with New York Heart Association Class II and III ischemic heart failure with reduced ejection fraction (ischemic HFrEF) whose own cell composition makes them ineligible for the Company’s Phase III CardiAMP® Heart Failure Trial studying autologous cell therapy that has received FDA Breakthrough Device Designation.

“We intend to provide a complete cell therapy solution for ischemic heart failure patients that encompasses both autologous and ‘off the shelf’ allogeneic cell therapies. Our therapies are synergistic in serving the full patient spectrum, as only about two-thirds of patients are expected to be responders to our autologous therapy,” said Peter Altman, PhD, BioCardia’s President and Chief Executive Officer. “We expect to see efficiencies in the upcoming CardiALLO™ trial for several reasons: we can leverage screening activity from the currently enrolling CardiAMP trial to direct ineligible patients into the CardiALLO trial; our allogeneic cell therapy is already manufactured and ready for use; and it will be delivered with our proprietary delivery system demonstrated in literature to be the safest and most efficient delivery method available today.”

He added, “We are excited to study the role our allogeneic NK1R+ MSC therapy may play in helping hearts recover from injury as its mechanism of action involves Substance P. This binds to NK1R+ and has been shown to be an important factor in the development of inflammation, which plays a central role in both heart failure and regenerative processes following myocardial injury.”

About Allogeneic CardiALLO NK1R+ MSC

Allogeneic NK1R+ MSC are culture-expanded, bone marrow-derived, mesenchymal stem cells that are Neurokinin 1 receptor positive. Neurokinin 1 is the primary receptor for Substance P, an important neuropeptide mediator of inflammation. The BioCardia cell therapy consists of cells from younger, extensively prescreened donors that are expanded to provide multiple dosage forms from a single donor. The cells are manufactured by BioCardia at its Sunnyvale facility. For the heart failure indication, these cells will be delivered to the heart using BioCardia’s Helix biotherapeutic delivery system, which is approved in the European Union and has been shown to result in three times as many cells being retained in the target heart tissue as competitive delivery approaches while having the lowest incidence of serious adverse events.

About BioCardia

BioCardia, Inc., headquartered in Sunnyvale, California, is a developer of cell and cell-derived therapies for cardiovascular and pulmonary disease. The Company has two biotherapeutic platforms, CardiAMP autologous bone marrow-derived mononuclear cell therapy for cardiovascular indications and the NK1R+ allogeneic bone marrow-derived mesenchymal stem cell therapies for cardiovascular and pulmonary diseases. These platforms underly several clinical-stage product candidates, each with the potential to meaningfully benefit millions of patients.

Forward Looking Statements:

This press release contains forward-looking statements that are subject to many risks and uncertainties. Forward-looking statements include synergies and efficiencies in completing our clinical trials, the mechanism of action of our NK1R+ therapy and the future safety and efficacy of our investigational therapies. These forward-looking statements are made as of the date of this press release, and BioCardia assumes no obligation to update the forward-looking statements.

We may use terms such as “believes,” “estimates,” “anticipates,” “expects,” “plans,” “intends,” “may,” “could,” “might,” “will,” “should,” “approximately” or other words that convey the uncertainty of future events or outcomes to identify these forward-looking statements. Although we believe that we have a reasonable basis for each forward-looking statement contained herein, we caution you that forward-looking statements are not guarantees of future performance and that our actual results may differ materially from the forward-looking statements contained in this press release. As a result of these factors, we cannot assure you that the forward-looking statements in this press release will prove to be accurate. Additional factors that could materially affect actual results can be found in BioCardia’s Form 10-K filed with the Securities and Exchange Commission on March 29, 2022, under the caption titled “Risk Factors.” BioCardia expressly disclaims any intent or obligation to update these forward-looking statements, except as required by law.

INVESTOR CONTACT:

David McClung, Chief Financial Officer

[email protected], (650) 226-0120

MEDIA CONTACT:

Michelle McAdam, Chronic Communications Inc.

[email protected], (310) 902-1274

KEYWORDS: United States North America California

INDUSTRY KEYWORDS: Health Other Health General Health Clinical Trials Pharmaceutical Cardiology Biotechnology

MEDIA:

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Xos Secures Purchase Order for 30 Battery-Electric Stepvans from Alsco

Stepvans to be deployed across five California facilities of the global uniform and linen rental services company

LOS ANGELES , Dec. 06, 2022 (GLOBE NEWSWIRE) — Xos, Inc. (NASDAQ: XOS), a leading technology company which provides fleet services, software solutions, and manufactures Class 5 through Class 8 battery-electric commercial vehicles, today announced it has secured a purchase order for 30 of its 100% battery-electric stepvans from global uniform and linen rental services company Alsco Uniforms. The 30 vehicles will be split and deployed across several of Alsco’s California laundry processing facilities as follows: nine vehicles to Santa Rosa, nine vehicles to San Jose, seven vehicles to San Francisco, three vehicles to Concord, and two vehicles to Los Angeles.

“We’re thrilled to add Alsco to the Xos ecosystem and expand our footprint within the uniform and linen services industry,” said Jose Castañeda, Vice President of Business Development at Xos.

In its most recent sustainability report, Alsco Uniforms outlined its latest efforts and results in building a more sustainable business, including a reduction of water use by 50% over the last 10 years, the elimination of paper waste by implementing an online account management system, and an investment in American-made fabrics with life cycles of up to 80% longer than imported linens.

“We are thrilled to add the Xos stepvans to our nationwide fleet,” said Tim Stuewer, Director of Operations Support at Alsco. “The move to fleet electrification is an important pillar of our ESG initiative. We’ve been impressed by the vehicles that Xos has built and we’re looking forward to using them to make uniform, linen, floor mat, first aid and restroom supply deliveries to our many customers in California.”

A video accompanying this announcement is available at:

https://www.globenewswire.com/NewsRoom/AttachmentNg/94bf3327-d5cd-41c2-938e-788646009f5a

About Xos, Inc.

Xos is a leading technology company, fleet services provider, and original equipment manufacturer of Class 5 through Class 8 battery-electric vehicles. Xos vehicles and fleet management software are purpose-built for medium- and heavy-duty commercial vehicles that travel on last-mile, back-to-base routes of up to 270 miles or less per day. The company leverages its proprietary technologies to provide commercial fleets with battery-electric vehicles that are easier to maintain and more cost-efficient on a total cost of ownership (TCO) basis than their internal combustion engine counterparts. For more information, please visit www.xostrucks.com.

Xos Contacts

Xos Investor Relations
[email protected]

Xos Media Relations
[email protected]

About Alsco

Alsco is a fifth-generation family-owned and operated uniform company founded in 1889 and recognized by the prestigious Hohenstein Institute for having invented the uniform rental industry. Celebrating over 130 years of business, Alsco provides uniform laundry services and other products that keep businesses clean and safe for all kinds of customers in the healthcare, automotive, industrial and hospitality industries. With more than 180 locations and 17,000 employees, Alsco provides laundry rental services to over 355,000 customers in 13 countries, which makes Alsco Uniforms the largest uniform company in the world. Visit alsco.com to learn more about how Alsco Uniforms is the industry’s best-kept secret.

Cautionary Statement Regarding Forward-Looking Statements
This press release may include “forward-looking statements” within the meaning of the “safe harbor” provisions of the United States Private Securities Litigation Reform Act of 1995. These forward-looking statements include, but are not limited to, statements regarding Xos, Inc.’s (“Xos”) expected product deliveries. These forward-looking statements generally are identified by the words “believe,” “project,” “expect,” “anticipate,” “estimate,” “intend,” “strategy,” “future,” “opportunity,” “plan,” “may,” “should,” “will,” “would,” “will be,” “will continue,” “will likely result,” and similar expressions. Forward-looking statements are predictions, projections and other statements about future events that are based on current expectations and assumptions and, as a result, are subject to risks and uncertainties. Many factors could cause actual future events to differ materially from the forward-looking statements in this press release, including but not limited to: (i) Xos’ ability to implement business plans, forecasts, and other expectations, and identify and realize additional opportunities, (ii) cost increases and supply chain shortages in the components needed for the production of Xos’ vehicle chassis and battery system, (iii) changes in the industries in which Xos operates, (iv) changes in laws and regulations affecting Xos’ business, (v) Xos’ ability to retain key personnel and hire additional personnel, (vi) the risk of downturns and a changing regulatory landscape in the highly competitive electric vehicle industry and (vii) the outcome of any legal proceedings that may be instituted against Xos. You should carefully consider the foregoing factors and the other risks and uncertainties described under the heading “Risk Factors” included in Xos’ Annual Report on Form 10-K for the fiscal year ended December 31, 2021 filed with the Securities and Exchange Commission (the “SEC”) on March 30, 2022 and Xos’ other filings with the SEC copies of which may be obtained by visiting Xos’ Investors Relations website at https://investors.xostrucks.com/ or the SEC’s website at www.sec.gov. These filings identify and address other important risks and uncertainties that could cause actual events and results to differ materially from those contained in the forward-looking statements. Forward-looking statements speak only as of the date they are made. Readers are cautioned not to put undue reliance on forward-looking statements, and Xos assumes no obligation and does not intend to update or revise these forward-looking statements, whether as a result of new information, future events, or otherwise. Xos does not give any assurance that it will achieve its expectations.



Tiziana Life Sciences Announces Date of Annual General Meeting 2022

NEW YORK, Dec. 06, 2022 (GLOBE NEWSWIRE) — Tiziana Life Sciences Ltd. (Nasdaq: TLSA) (“Tiziana” or the “Company”), a biotechnology company enabling breakthrough immunotherapies via novel routes of drug delivery, today announced that the 2022 Annual General Meeting of the Company will be held on December 29, 2022. The record date for voting at the Annual General Meeting is set as November 30, 2022. The notice, agenda and associated material have been despatched to shareholders via mail and the notice, agenda and related financial statements in the form of the relevant Form 20-F filing are available on the Company’s website at https://ir.tizianalifesciences.com/shareholder-services/annual-general-meeting and https://ir.tizianalifesciences.com/financial-information/annual-reports respectively.

About Tiziana Life Sciences

Tiziana Life Sciences is a clinical-stage biopharmaceutical company developing breakthrough therapies using transformational drug delivery technologies to enable alternative routes of immunotherapy. Tiziana’s innovative nasal, oral and inhalation approaches in development have the potential to provide an improvement in efficacy as well as safety and tolerability compared to intravenous (IV) delivery. Tiziana’s two lead candidates, intranasal foralumab, the only fully human anti-CD3 mAb, and milciclib, a pan-CDK inhibitor, have both demonstrated a favorable safety profile and clinical response in patients in studies to date. Tiziana’s technology for alternative routes of immunotherapy has been patented with several applications pending and is expected to allow for broad pipeline applications.

For further inquiries:

Tiziana Life Sciences Ltd

Hana Malik, Business Development, and Investor Relations Manager

+44 (0) 207 495 2379

email: [email protected]

Investors:

Irina Koffler

LifeSci Advisors, LLC

646.970.4681

[email protected]



Barnes & Noble Education Reports Second Quarter Fiscal Year 2023 Financial Results

Barnes & Noble Education Reports Second Quarter Fiscal Year 2023 Financial Results

BNC’s First Day® Inclusive and Equitable Access Programs Revenue Grew 49% in the Second Quarter as Consolidated Revenue Declines 1.6%

First Day® Complete Revenue Grew 97% in the Second Quarter; First Day Complete Model Adopted by 111 Campus Stores for the Fall 2022 Term, Representing Undergraduate Student Enrollment of Over 545,000, up 85% from the Prior Year

Implements Plan to Streamline Operations and Accelerate BNC’s First Day Complete Equitable Access Strategy

Plans To Deliver $30 million to $35 million in Annual Operating Expense Savings; Focused on Growth and Profitability of Retail Business

BASKING RIDGE, N.J.–(BUSINESS WIRE)–Barnes & Noble Education, Inc. (NYSE: BNED), a leading solutions provider for the education industry, today reported sales and earnings for the second quarter ended on October 29, 2022. Barnes & Noble Education is a highly seasonal business and the second quarter includes the Fall rush period, which is historically the largest sales period for the Company.

Financial results for the second quarter 2023:

  • Consolidated second quarter GAAP sales of $617.1 million decreased 1.6%, as compared to the prior year period.
  • Consolidated second quarter GAAP gross profit of $144.8 million compared to $145.6 million in the prior year period. Gross margin was 23.5% of sales as compared to 23.2% in the prior year period.
  • Consolidated second quarter GAAP net income of $22.1 million, compared to $22.5 million in the prior year period.
  • Consolidated second quarter non-GAAP Adjusted Earnings of $24.0 million, compared to $25.0 million in the prior year period.
  • Consolidated second quarter non-GAAP Adjusted EBITDA of $39.4 million, compared to $39.0 million in the prior year period.

Operational highlights for the second quarter 2023:

  • 111 campus stores adopted BNC’s First Day® Complete course materials delivery program for the 2022 Fall Term, representing approximately 545,000* in total undergraduate student enrollment, a growth rate of 85% over Fall 2021. First Day® Complete revenue increased 97% to $89.9 million.
  • Seven additional campus stores with total undergraduate student enrollments of approximately 43,000* to launch BNC’s First Day Complete modelin the Spring Term, including the University of Connecticut and the University of Memphis.
  • Retail Gross Comparable Store Sales General Merchandise sales were up 4.5%, with particular strength in logo and emblematic sales. Total Retail segment gross comparable store sales for the quarter decreased by 2.2%, as the strength in general merchandise sales was offset by a 4.6% decrease in course material sales due to lower course material adoptions and a shift to digital offerings, which have a lower price point. Please see a more detailed definition in the Results table and Retail segment discussion below.
  • DSS revenue grew 2.3% to $8.5 million. DSS has begun to adjust its cost structure, particularly within its Bartleby organization, to focus on enhanced profitability and sustainable growth.

*As reported by National Center for Education Statistics (NCES)

“During the second quarter, total sales from our First Day® Complete and First Day® by course material delivery offerings grew 49% to $143.2 million, with First Day Complete revenue increasing 97% to $89.9 million. These results were in-line with our expectations and clearly demonstrate the profitable and predictable nature of the First Day Complete model. However, our second quarter consolidated financial performance fell short of our expectations, as declines in legacy course material sales and gross profits more than offset the gains generated by First Day Complete during the period,” said Michael P. Huseby, Chief Executive Officer, BNED. “Given the predictability of First Day Complete and its clear benefits to student outcomes, faculty instruction, and the colleges and universities we serve, we are implementing significant strategic actions to accelerate the adoption and growth of the First Day Complete model. We anticipate First Day Complete will be the only model we offer to many institutional partners going forward and we expect the vast majority of our institutional partners and their students to implement the First Day Complete model over the next two fiscal years.”

“We have also begun executing significant cost reduction initiatives to better align our overall expenses and resources with current market trends in order to bolster profitability in Fiscal 2023 and longer-term. We expect these initiatives to realize $30 million to $35 million of annualized cost savings when fully implemented and $10 million to $15 million of cost savings in the remainder of Fiscal 2023. We intend to invest these savings in our highest-return initiatives, foremost of which will be the accelerated deployment of our First Day Complete sales model and our retail offering to colleges and universities. We are confident in our ability to execute these strategic actions, which provide a clear path forward to create durable, profitable growth and increased shareholder value.”

Second Quarter and Year to Date Results for 2023

Results for the 13 and 26 weeks of Fiscal 2023 and Fiscal 2022 are as follows:

$ in millions

Selected Data (unaudited)

 

13 Weeks

Q2 2023

 

13 Weeks

Q2 2022

 

26 Weeks

Fiscal 2023

 

26 Weeks

Fiscal 2022

Total Sales

$617.1

 

$627.0

 

$881.0

 

$867.8

Net Income (Loss)

$22.1

 

$22.5

 

$(30.6)

 

$(21.1)

 

Non-GAAP(1)

 

Adjusted EBITDA

$39.4

 

$39.0

 

$5.9

 

$14.5

Adjusted Earnings

$24.0

 

$25.0

 

$(26.7)

 

$(15.1)

 

 

 

 

 

 

 

 

Retail Gross Comparable Store Sales Variances (2)

$(14.1)

 

$73.5

$19.7

 

$147.6

(1) These non-GAAP financial measures have been reconciled in the attached schedules to the most directly comparable GAAP measure as required under SEC rules regarding the use of non-GAAP financial measures.

(2) Retail Gross Comparable Store Sales includes sales from physical and virtual stores that have been open for an entire fiscal year period and does not include sales from closed stores for all periods presented. In-store and online logo and emblematic general merchandise sales fulfilled by FLC and Fanatics, respectively, are recognized on a net commission revenue basis, as compared to the recognition of online logo and emblematic sales on a gross basis in the prior year period. For Retail Gross Comparable Store Sales purposes, sales for logo and emblematic general merchandise fulfilled by FLC, Fanatics and digital agency sales are included on a gross basis.

The Company has three reportable segments: Retail, Wholesale and Digital Student Solutions (“DSS”). Unallocated shared-service costs, which include various corporate level expenses and other governance functions, continue to be presented as Corporate Services. All material intercompany accounts and transactions have been eliminated in consolidation.

Retail Segment Results

Retail sales decreased by $10.3 million, or 1.7%, as compared to the prior year period. Retail Gross Comparable Store Sales decreased 2.2% for the quarter, with comparable course material sales decreasing 4.6%. Rental income declined 16.7% to $41.3 million for the 13 weeks ended October 29, 2022. The declines in course material product sales and rental income were primarily due to the shift to more digital course materials and were offset by increased revenue from the Company’s First Day models, which increased by 49% to $143.2 million, as compared to $96.0 million in the prior year period.

Retail Gross Comparable Store Sales for general merchandise increased 4.5%, benefiting from a return to more on campus activities.

Retail non-GAAP Adjusted EBITDA for the quarter was $39.4 million, as compared to $39.4 million in the prior year period. Non-GAAP Adjusted EBITDA remained flat despite lower revenue due to improved gross margins and lower selling and administrative expenses.

Wholesale Segment Results

Wholesale second quarter sales of $21.1 million decreased by $0.6 million, or 2.5%, as compared to the prior year period. The decrease is primarily due to lower gross sales impacted by supply constraints resulting from the lack of textbook purchasing opportunities during the prior fiscal year, a decrease in customer demand resulting from a shift in buying patterns from physical textbooks to digital products, and lower demand from other third-party clients, partially offset by lower returns and allowances.

Wholesale non-GAAP Adjusted EBITDA for the quarter increased to $1.6 million, as compared to $1.2 million in the prior year. The increase in Wholesale non-GAAP Adjusted EBITDA is primarily related to lower selling and administrative expenses.

DSS Segment Results

DSS second quarter sales of $8.5 million increased by 2.3%, as compared to the prior year period. The lower than anticipated increase in revenue is primarily driven by product offering mix as well as lower than expected traffic experienced across our digital offerings.

DSS non-GAAP Adjusted EBITDA was $0.2 million for the quarter, as compared to $0.8 million in the prior year period. The decrease in non-GAAP adjusted EBITDA is primarily related to higher selling and administrative expenses. DSS has begun to adjust its cost structure, particularly within its Bartleby organization, to focus on enhanced profitability and sustainable growth.

Strategic Update

The Company is undertaking company-wide initiatives to drive efficiencies, simplify organizational structure and further reduce non-essential costs. These actions have commenced and are expected to be substantially implemented within the next thirty days. These actions are expected to provide annualized savings of $30 million to $35 million once fully implemented. The Company expects to save $10 million to $15 million in fiscal year 2023. The Company is committed to pursuing additional actions to optimize longer-term gross margin and cost structure. In connection with these initiatives, the Company expects to recognize restructuring charges of approximately $5 million to $6 million in the fiscal third quarter of 2023. These restructuring charges are excluded from non-GAAP adjusted EBITDA and from the annualized and fiscal year 2023 savings.

Outlook

For fiscal year 2023, the Company expects consolidated non-GAAP Adjusted EBITDA to be between $20 million to $30 million, representing non-GAAP Adjusted EBITDA growth of $25 million to $35 million compared to fiscal year 2022. The Company’s Retail segment will be the primary driver of non-GAAP Adjusted EBITDA growth driven by new and ongoing First Day Complete course ware model implementations, growth within its general merchandise business, new business margin, and cost reductions.

Conference Call

A conference call with Barnes & Noble Education, Inc. senior management will be webcast at 8:30 a.m. Eastern Time on Tuesday, December 6, 2022 and can be accessed at the Barnes & Noble Education corporate website at investor.bned.com or www.bned.com.

Barnes & Noble Education expects to report fiscal year 2023 third quarter results in early March 2023.

ABOUT BARNES & NOBLE EDUCATION, INC.

Barnes & Noble Education, Inc. (NYSE: BNED) is a leading solutions provider for the education industry, driving affordability, access and achievement at hundreds of academic institutions nationwide and ensuring millions of students are equipped for success in the classroom and beyond. Through its family of brands, BNED offers campus retail services and academic solutions, a digital direct-to-student learning ecosystem, wholesale capabilities and more. BNED is a company serving all who work to elevate their lives through education, supporting students, faculty and institutions as they make tomorrow a better, more inclusive and smarter world. For more information, visit www.bned.com.

Forward-Looking Statements

This press release contains certain “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 and information relating to us and our business that are based on the beliefs of our management as well as assumptions made by and information currently available to our management. When used in this communication, the words “anticipate,” “believe,” “estimate,” “expect,” “intend,” “plan,” “will,” “forecasts,” “projections,” and similar expressions, as they relate to us or our management, identify forward-looking statements. Moreover, we operate in a very competitive and rapidly changing environment. New risks emerge from time to time. It is not possible for our management to predict all risks, nor can we assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements we may make, including any statements made in regards to our response to the COVID-19 pandemic. In light of these risks, uncertainties and assumptions, the future events and trends discussed in this press release may not occur and actual results could differ materially and adversely from those anticipated or implied in the forward-looking statements. Such statements reflect our current views with respect to future events, the outcome of which is subject to certain risks, including, among others: risks associated with public health crises, epidemics, and pandemics, such as the COVID-19 pandemic, including the duration, spread, severity, and any recurrences thereof, and the impact such public health crises have on the overall demand for BNED products and services, our operations, the operations of our suppliers and other business partners, and the effectiveness of our response to these risks; general competitive conditions, including actions our competitors and content providers may take to grow their businesses; a decline in college enrollment or decreased funding available for students; decisions by colleges and universities to outsource their physical and/or online bookstore operations or change the operation of their bookstores; implementation of our digital strategy may not result in the expected growth in our digital sales and/or profitability; risk that digital sales growth does not exceed the rate of investment spend; the performance of our online, digital and other initiatives, integration of and deployment of, additional products and services including new digital channels, and enhancements to higher education digital products, the inability to achieve the expected cost savings during the anticipated time frame, and the inability to implement our cost saving initiatives in a timely and efficient manner; the risk of price reduction or change in format of course materials by publishers, which could negatively impact revenues and margin; the general economic environment and consumer spending patterns; decreased consumer demand for our products, low growth or declining sales; the strategic objectives, successful integration, anticipated synergies, and/or other expected potential benefits of various acquisitions may not be fully realized or may take longer than expected; the integration of the operations of various acquisitions into our own may also increase the risk of our internal controls being found ineffective; changes to purchase or rental terms, payment terms, return policies, the discount or margin on products or other terms with our suppliers; our ability to successfully implement our strategic initiatives including our ability to identify, compete for and execute upon additional acquisitions and strategic investments; risks associated with operation or performance of MBS Textbook Exchange, LLC’s point-of-sales systems that are sold to college bookstore customers; technological changes; risks associated with counterfeit and piracy of digital and print materials; our international operations could result in additional risks; our ability to attract and retain employees; risks associated with data privacy, information security and intellectual property; trends and challenges to our business and in the locations in which we have stores; non-renewal of managed bookstore, physical and/or online store contracts and higher-than-anticipated store closings; disruptions to our information technology systems, infrastructure and data due to computer malware, viruses, hacking and phishing attacks, resulting in harm to our business and results of operations; disruption of or interference with third party web service providers and our own proprietary technology; work stoppages or increases in labor costs; possible increases in shipping rates or interruptions in shipping service; product shortages, including decreases in the used textbook inventory supply associated with the implementation of publishers’ digital offerings and direct to student textbook consignment rental programs, as well as the risks associated with the impacts that public health crises may have on the ability of our suppliers to manufacture or source products, particularly from outside of the United States; changes in domestic and international laws or regulations, including U.S. tax reform, changes in tax rates, laws and regulations, as well as related guidance; enactment of laws or changes in enforcement practices which may restrict or prohibit our use of texts, emails, interest based online advertising, recurring billing or similar marketing and sales activities; the amount of our indebtedness and ability to comply with covenants applicable to any future debt financing; our ability to satisfy future capital and liquidity requirements; our ability to access the credit and capital markets at the times and in the amounts needed and on acceptable terms; adverse results from litigation, governmental investigations, tax-related proceedings, or audits; changes in accounting standards; and the other risks and uncertainties detailed in the section titled “Risk Factors” in Part I – Item 1A in our Annual Report on Form 10-K for the year ended April 30, 2022. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results or outcomes may vary materially from those described as anticipated, believed, estimated, expected, intended or planned. Subsequent written and oral forward-looking statements attributable to us or persons acting on our behalf are expressly qualified in their entirety by the cautionary statements in this paragraph. We undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise after the date of this press release.

EXPLANATORY NOTE

We have three reportable segments: Retail, Wholesale and DSS as follows:

  • The Retail Segment operates 1,399 college, university, and K-12 school bookstores, comprised of 793 physical bookstores and 606 virtual bookstores. Our bookstores typically operate under agreements with the college, university, or K-12 schools to be the official bookstore and the exclusive seller of course materials and supplies, including physical and digital products. The majority of the physical campus bookstores have school-branded e-commerce websites which we operate and which offer students access to affordable course materials and affinity products, including emblematic apparel and gifts. The Retail Segment also offers inclusive and equitable access programs, in which course materials, including e-content, are offered at a reduced price through a course materials fee, and delivered to students on or before the first day of class. Additionally, the Retail Segment offers a suite of digital content and services to colleges and universities, including a variety of open educational resource-based courseware.
  • The Wholesale Segment is comprised of our wholesale textbook business and is one of the largest textbook wholesalers in the country. The Wholesale Segment centrally sources, sells, and distributes new and used textbooks to approximately 3,100 physical bookstores (including our Retail Segment’s 793 physical bookstores) and sources and distributes new and used textbooks to our 606 virtual bookstores. Additionally, the Wholesale Segment sells hardware and a software suite of applications that provides inventory management and point-of-sale solutions to approximately 350 college bookstores.
  • The Digital Student Solutions (“DSS”) Segment includes products and services to assist students to study more effectively and improve academic performance. The DSS Segment is comprised of the operations of Student Brands, LLC, a leading direct-to-student subscription-based writing services business, and bartleby®, an institutional and direct-to-student subscription-based offering providing textbook solutions, expert questions and answers, writing and tutoring.

Corporate Services represents unallocated shared-service costs which include corporate level expenses and other governance functions, including executive functions, such as accounting, legal, treasury, information technology, and human resources.

All material intercompany accounts and transactions have been eliminated in consolidation.

BARNES & NOBLE EDUCATION, INC. AND SUBSIDIARIES

Condensed Consolidated Statements of Operations

(In thousands, except per share data)

(Unaudited)

 
 

 

13 weeks ended

 

26 weeks ended

 

October 29,

2022

 

October 30,

2021

 

October 29,

2022

 

October 30,

2021

Sales:

 

 

 

 

 

 

 

Product sales and other

$

575,764

 

 

$

577,329

 

 

$

828,710

 

 

$

805,099

 

Rental income

 

41,334

 

 

 

49,648

 

 

 

52,246

 

 

 

62,672

 

Total sales

 

617,098

 

 

 

626,977

 

 

 

880,956

 

 

 

867,771

 

Cost of sales (exclusive of depreciation and

amortization expense):

 

 

 

 

 

 

 

Product and other cost of sales (a)

 

449,322

 

 

 

453,070

 

 

 

643,427

 

 

 

627,231

 

Rental cost of sales

 

22,941

 

 

 

28,348

 

 

 

29,206

 

 

 

34,952

 

Total cost of sales

 

472,263

 

 

 

481,418

 

 

 

672,633

 

 

 

662,183

 

Gross profit

 

144,835

 

 

 

145,559

 

 

 

208,323

 

 

 

205,588

 

Selling and administrative expenses

 

107,086

 

 

 

107,902

 

 

 

205,572

 

 

 

194,137

 

Depreciation and amortization expense

 

10,759

 

 

 

11,952

 

 

 

23,292

 

 

 

24,576

 

Restructuring and other charges (a)

 

260

 

 

 

1,116

 

 

 

635

 

 

 

3,021

 

Operating income (loss)

 

26,730

 

 

 

24,589

 

 

 

(21,176

)

 

 

(16,146

)

Interest expense, net

 

4,886

 

 

 

2,264

 

 

 

8,754

 

 

 

4,758

 

Income (loss) before income taxes

 

21,844

 

 

 

22,325

 

 

 

(29,930

)

 

 

(20,904

)

Income tax (benefit) expense

 

(300

)

 

 

(203

)

 

 

633

 

 

 

196

 

Net income (loss)

$

22,144

 

 

$

22,528

 

 

$

(30,563

)

 

$

(21,100

)

 

 

 

 

 

 

 

 

Income (Loss) per common share:

 

 

 

 

 

 

 

Basic

$

0.42

 

 

$

0.43

 

 

$

(0.58

)

 

$

(0.41

)

Diluted

$

0.42

 

 

$

0.41

 

 

$

(0.58

)

 

$

(0.41

)

Weighted average common shares outstanding:

 

 

 

 

 

 

 

Basic

 

52,438

 

 

 

51,666

 

 

 

52,305

 

 

 

51,570

 

Diluted

 

53,195

 

 

 

54,568

 

 

 

52,305

 

 

 

51,570

 

 

 

 

 

 

 

 

 

(a) For additional information, see the Notes in the Non-GAAP disclosure information of this Press Release.

 

 

13 weeks ended

 

26 weeks ended

 

October 29,

2022

 

October 30,

2021

 

October 29,

2022

 

October 30,

2021

Percentage of sales:

 

 

 

 

 

 

 

Sales:

 

 

 

 

 

 

 

Product sales and other

93.3

%

 

92.1

%

 

94.1

%

 

92.8

%

Rental income

6.7

%

 

7.9

%

 

5.9

%

 

7.2

%

Total sales

100.0

%

 

100.0

%

 

100.0

%

 

100.0

%

Cost of sales (exclusive of depreciation and

amortization expense):

 

 

 

 

 

 

 

Product and other cost of sales (a)

78.0

%

 

78.5

%

 

77.6

%

 

77.9

%

Rental cost of sales (a)

55.5

%

 

57.1

%

 

55.9

%

 

55.8

%

Total cost of sales

76.5

%

 

76.8

%

 

76.4

%

 

76.3

%

Gross profit

23.5

%

 

23.2

%

 

23.6

%

 

23.7

%

Selling and administrative expenses

17.4

%

 

17.2

%

 

23.3

%

 

22.4

%

Depreciation and amortization expense

1.7

%

 

1.9

%

 

2.6

%

 

2.8

%

Restructuring and other charges

%

 

0.2

%

 

0.1

%

 

0.3

%

Operating income (loss)

4.4

%

 

3.9

%

 

(2.4

)%

 

(1.8

)%

Interest expense, net

0.8

%

 

0.4

%

 

1.0

%

 

0.5

%

Income (loss) before income taxes

3.6

%

 

3.5

%

 

(3.4

)%

 

(2.3

)%

Income tax (benefit) expense

%

 

%

 

0.1

%

 

%

Net income (loss)

3.6

%

 

3.5

%

 

(3.5

)%

 

(2.3

)%

 

 

 

 

 

 

 

 

(a) Represents the percentage these costs bear to the related sales, instead of total sales.

BARNES & NOBLE EDUCATION, INC. AND SUBSIDIARIES

Condensed Consolidated Balance Sheets

(In thousands, except per share data)

(Unaudited)

 
 

 

October 29,

2022

 

October 30,

2021

ASSETS

 

 

 

Current assets:

 

 

 

Cash and cash equivalents

$

19,129

 

 

$

10,996

 

Receivables, net

 

210,009

 

 

 

218,053

 

Merchandise inventories, net

 

371,570

 

 

 

370,529

 

Textbook rental inventories

 

49,355

 

 

 

50,642

 

Prepaid expenses and other current assets

 

54,924

 

 

 

68,965

 

Total current assets

 

704,987

 

 

 

719,185

 

Property and equipment, net

 

96,096

 

 

 

91,875

 

Operating lease right-of-use assets

 

291,704

 

 

 

252,650

 

Intangible assets, net

 

121,487

 

 

 

141,847

 

Goodwill

 

4,700

 

 

 

4,700

 

Deferred tax assets, net

 

 

 

 

15,943

 

Other noncurrent assets

 

20,980

 

 

 

26,010

 

Total assets

$

1,239,954

 

 

$

1,252,210

 

LIABILITIES AND STOCKHOLDERS’ EQUITY

 

 

 

Current liabilities:

 

 

 

Accounts payable

$

326,168

 

 

$

333,099

 

Accrued liabilities

 

118,689

 

 

 

122,734

 

Current operating lease liabilities

 

130,802

 

 

 

118,434

 

Total current liabilities

 

575,659

 

 

 

574,267

 

Long-term deferred taxes, net

 

1,430

 

 

 

 

Long-term operating lease liabilities

 

190,758

 

 

 

171,341

 

Other long-term liabilities

 

19,643

 

 

 

51,113

 

Long-term borrowings

 

252,000

 

 

 

183,300

 

Total liabilities

 

1,039,490

 

 

 

980,021

 

Commitments and contingencies

 

 

 

 

 

Stockholders’ equity:

 

 

 

Preferred stock, $0.01 par value; authorized, 5,000 shares; issued and

outstanding, none

 

 

 

 

 

Common stock, $0.01 par value; authorized, 200,000 shares; issued, 55,132

and 54,162 shares, respectively; outstanding, 52,599 and 51,976 shares,

respectively

 

551

 

 

 

541

 

Additional paid-in-capital

 

744,339

 

 

 

736,886

 

Accumulated deficit

 

(522,057

)

 

 

(443,737

)

Treasury stock, at cost

 

(22,369

)

 

 

(21,501

)

Total stockholders’ equity

 

200,464

 

 

 

272,189

 

Total liabilities and stockholders’ equity

$

1,239,954

 

 

$

1,252,210

 

 

 

 

 

BARNES & NOBLE EDUCATION, INC. AND SUBSIDIARIES

Condensed Consolidated Statements of Cash Flow (Unaudited)

(In thousands, except per share data)

 
 

 

 

26 weeks ended

 

 

October 29, 2022

 

October 30, 2021

Cash flows from operating activities:

 

 

 

 

Net loss

 

$

(30,563

)

 

$

(21,100

)

Adjustments to reconcile net loss to net cash flows from operating activities:

 

 

 

 

Depreciation and amortization expense

 

 

23,292

 

 

 

24,576

 

Content amortization expense

 

 

3,195

 

 

 

2,586

 

Amortization of deferred financing costs

 

 

1,200

 

 

 

725

 

Merchandise inventory loss (a)

 

 

 

 

 

434

 

Stock-based compensation expense

 

 

3,510

 

 

 

2,600

 

Changes in other long-term assets and liabilities, net

 

 

319

 

 

 

1,596

 

Changes in operating lease right-of-use assets and liabilities

 

 

(298

)

 

 

286

 

Changes in other operating assets and liabilities, net

 

 

8,721

 

 

 

12,573

 

Net cash flow provided by operating activities

 

 

9,376

 

 

 

24,276

 

Cash flows from investing activities:

 

 

 

 

Purchases of property and equipment

 

 

(20,573

)

 

 

(21,264

)

Net change in other noncurrent assets

 

 

255

 

 

 

326

 

Net cash flow used in investing activities

 

 

(20,318

)

 

 

(20,938

)

Cash flows from financing activities:

 

 

 

 

Proceeds from borrowings

 

 

348,200

 

 

 

259,720

 

Repayments of borrowings

 

 

(321,900

)

 

 

(254,020

)

Payment of deferred financing costs

 

 

(1,716

)

 

 

 

Purchase of treasury shares

 

 

(857

)

 

 

(2,359

)

Proceeds from the exercise of stock options, net

 

 

 

 

 

37

 

Net cash flows provided by financing activities

 

 

23,727

 

 

 

3,378

 

Net increase in cash, cash equivalents and restricted cash

 

 

12,785

 

 

 

6,716

 

Cash, cash equivalents and restricted cash at beginning of period

 

 

21,934

 

 

 

16,814

 

Cash, cash equivalents and restricted cash at end of period

 

$

34,719

 

 

$

23,530

 

Changes in other operating assets and liabilities, net:

 

 

 

 

Receivables, net

 

$

(72,970

)

 

$

(96,981

)

Merchandise inventories

 

 

(77,716

)

 

 

(89,851

)

Textbook rental inventories

 

 

(19,743

)

 

 

(21,950

)

Prepaid expenses and other current assets

 

 

12,538

 

 

 

(3,288

)

Accounts payable and accrued liabilities

 

 

166,612

 

 

 

224,643

 

Changes in other operating assets and liabilities, net

 

$

8,721

 

 

$

12,573

 

BARNES & NOBLE EDUCATION, INC. AND SUBSIDIARIES

Segment Information (In thousands, except percentages) (Unaudited)

 
 
Segment Information (a)

13 weeks ended

 

26 weeks ended

 

October 29, 2022

 

October 30, 2021

 

October 29, 2022

 

October 30, 2021

Sales:

 

 

 

 

 

 

 

Retail (b)

$

598,610

 

 

$

608,952

 

 

$

835,117

 

 

$

819,421

 

Wholesale

 

21,120

 

 

 

21,669

 

 

 

58,203

 

 

 

66,153

 

DSS

 

8,465

 

 

 

8,279

 

 

 

17,649

 

 

 

16,582

 

Eliminations

 

(11,097

)

 

 

(11,923

)

 

 

(30,013

)

 

 

(34,385

)

Total Sales

$

617,098

 

 

$

626,977

 

 

$

880,956

 

 

$

867,771

 

 

 

 

 

 

 

 

 

Gross Profit

 

 

 

 

 

 

 

Retail (c)

$

129,502

 

 

$

128,930

 

 

$

183,521

 

 

$

177,673

 

Wholesale

 

5,455

 

 

 

5,620

 

 

 

12,354

 

 

 

16,025

 

DSS (d)

 

8,312

 

 

 

8,112

 

 

 

17,346

 

 

 

16,251

 

Eliminations

 

3,184

 

 

 

4,208

 

 

 

(1,703

)

 

 

(1,341

)

Total Gross Profit

$

146,453

 

 

$

146,870

 

 

$

211,518

 

 

$

208,608

 

 

 

 

 

 

 

 

 

Selling and Administrative Expenses

 

 

 

 

 

 

 

Retail

$

90,086

 

 

$

89,486

 

 

$

169,090

 

 

$

157,851

 

Wholesale

 

3,867

 

 

 

4,387

 

 

 

7,998

 

 

 

8,378

 

DSS

 

8,132

 

 

 

7,305

 

 

 

16,277

 

 

 

13,752

 

Corporate Services

 

5,075

 

 

 

6,809

 

 

 

12,289

 

 

 

14,253

 

Eliminations

 

(74

)

 

 

(85

)

 

 

(82

)

 

 

(97

)

Total Selling and Administrative Expenses

$

107,086

 

 

$

107,902

 

 

$

205,572

 

 

$

194,137

 

 

 

 

 

 

 

 

 

Segment Adjusted EBITDA (Non-GAAP) (e)

 

 

 

 

 

 

 

Retail

$

39,416

 

 

$

39,444

 

 

$

14,431

 

 

$

19,822

 

Wholesale

 

1,588

 

 

 

1,233

 

 

 

4,356

 

 

 

7,647

 

DSS

 

180

 

 

 

807

 

 

 

1,069

 

 

 

2,499

 

Corporate Services

 

(5,075

)

 

 

(6,809

)

 

 

(12,289

)

 

 

(14,253

)

Eliminations

 

3,258

 

 

 

4,293

 

 

 

(1,621

)

 

 

(1,244

)

Total Segment Adjusted EBITDA (Non-GAAP)

$

39,367

 

 

$

38,968

 

 

$

5,946

 

 

$

14,471

 

 

 

 

 

 

 

 

 

Percentage of Segment Sales

 

 

 

 

 

 

 

Gross Profit

 

 

 

 

 

 

 

Retail (c)

 

21.6

%

 

 

21.2

%

 

 

22.0

%

 

 

21.7

%

Wholesale

 

25.8

%

 

 

25.9

%

 

 

21.2

%

 

 

24.2

%

DSS (d)

 

98.2

%

 

 

98.0

%

 

 

98.3

%

 

 

98.0

%

Eliminations

 

(28.7

)%

 

 

(35.3

)%

 

 

5.7

%

 

 

3.9

%

Total Gross Profit

 

23.7

%

 

 

23.4

%

 

 

24.0

%

 

 

24.0

%

 

 

 

 

 

 

 

 

Selling and Administrative Expenses

 

 

 

 

 

 

 

Retail

 

15.0

%

 

 

14.7

%

 

 

20.2

%

 

 

19.3

%

Wholesale

 

18.3

%

 

 

20.2

%

 

 

13.7

%

 

 

12.7

%

DSS

 

96.1

%

 

 

88.2

%

 

 

92.2

%

 

 

82.9

%

Corporate Services

 

N/A

 

 

 

N/A

 

 

 

N/A

 

 

 

N/A

 

Eliminations

 

N/A

 

 

 

N/A

 

 

 

N/A

 

 

 

N/A

 

Total Selling and Administrative Expenses

 

17.4

%

 

 

17.2

%

 

 

23.3

%

 

 

22.4

%

(a) See Explanatory Note in this Press Release for Segment descriptions.

(b) In December 2020, we entered into merchandising partnership with Fanatics Retail Group Fulfillment, LLC, Inc. (“Fanatics”) and Fanatics Lids College, Inc. (“FLC”) (collectively referred to herein as the “FLC Partnership”). Effective in April 2021, as contemplated by the FLC Partnership’s merchandising agreement and e-commerce agreement, we began to transition the fulfillment of logo and emblematic general merchandise sales to FLC and Fanatics. The transition to FLC for campus stores was effective in April 2021, and the e-commerce websites transitioned to Fanatics throughout Fiscal 2022. As the logo and emblematic general merchandise sales are fulfilled by FLC and Fanatics, we recognize commission revenue earned for these sales on a net basis in our condensed consolidated financial statements, as compared to the recognition of logo and emblematic sales on a gross basis in the periods prior to the transition. For Retail Gross Comparable Store Sales details, see the Sales Information disclosure of this Press Release.

(c) For the 13 and 26 weeks ended October 29, 2022, the Retail Segment gross margin excludes $0 and $26 respectively, of amortization expense (non-cash) related to content development costs. For the 13 and 26 weeks ended October 30, 2022, the Retail Segment gross margin excludes $105 and $271 respectively, of amortization expense (non-cash) related to content development costs. Additionally, for the 26 weeks ended October 30, 2021, gross margin excludes a merchandise inventory loss of $434 in the Retail Segment related to the sale of our logo and emblematic general merchandise inventory below cost to FLC.

(d) For the 13 and 26 weeks ended October 29, 2022, the DSS Segment gross margin excludes $1,618 and $3,169, respectively, of amortization expense (non-cash) related to content development costs. For the 13 and 26 weeks ended October 30, 2022, the DSS Segment gross margin excludes $1,206 and $2,315, respectively, of amortization expense (non-cash) related to content development costs.

(e) For additional information, including a reconciliation to the most comparable financial measures presented in accordance with GAAP, see “Non-GAAP Information” and “Use of Non-GAAP Financial Information” in the Non-GAAP disclosure information of this Press Release.

BARNES & NOBLE EDUCATION, INC. AND SUBSIDIARIES

Sales Information

(Unaudited)

 

Total Sales

The components of the sales variances for the 13 week periods are as follows:

 

Dollars in millions

 

13 weeks ended

26 weeks ended

 

 

October 29, 2022

 

October 29, 2022

Retail Sales

 

 

 

 

New stores (b) (c)

 

$

40.1

 

 

$

51.9

 

Closed stores (b)

 

 

(19.1

)

 

 

(24.5

)

Comparable stores (c)

 

 

(16.7

)

 

 

4.8

 

Textbook rental deferral

 

 

(10.0

)

 

 

(11.2

)

Service revenue (d)

 

 

(1.9

)

 

 

(2.4

)

Other (d)

 

 

(2.7

)

 

 

(2.9

)

Retail Sales subtotal:

 

$

(10.3

)

 

$

15.7

 

Wholesale Sales:

 

$

(0.6

)

 

$

(8.0

)

DSS Sales

 

$

0.2

 

 

$

1.1

 

Eliminations (f)

 

$

0.8

 

 

$

4.4

 

Total sales variance

 

$

(9.9

)

 

$

13.2

 

(a) The variances for this period are primarily related to re-opening stores that had temporarily closed due to the COVID-19 pandemic in the prior year.

(b) The following is a store count summary for physical stores and virtual stores:

 

13 weeks ended

 

26 weeks ended

 

October 29, 2022

 

October 30, 2021

 

October 29, 2022

 

October 30, 2021

Number of Stores:

Physical

 

Virtual

 

Total

 

Physical

 

Virtual

 

Total

 

Physical

 

Virtual

 

Total

 

Physical

 

Virtual

 

Total

Beginning of period

793

 

613

 

1,406

 

784

 

645

 

1,429

 

805

 

622

 

1,427

 

769

 

648

 

1,417

Opened

8

 

10

 

18

 

11

 

12

 

23

 

34

 

24

 

58

 

41

 

35

 

76

Closed

8

 

17

 

25

 

1

 

6

 

7

 

46

 

40

 

86

 

16

 

32

 

48

End of period

793

 

606

 

1,399

 

794

 

651

 

1,445

 

793

 

606

 

1,399

 

794

 

651

 

1,445

(c) In December 2020, we entered into merchandising partnership with Fanatics Retail Group Fulfillment, LLC, Inc. (“Fanatics”) and Fanatics Lids College, Inc. (“FLC”) (collectively referred to herein as the “FLC Partnership”). Effective in April 2021, as contemplated by the FLC Partnership’s merchandising agreement and e-commerce agreement, we began to transition the fulfillment of logo and emblematic general merchandise sales to FLC and Fanatics. The transition to FLC for campus stores was effective in April 2021, and the e-commerce websites transitioned to Fanatics throughout Fiscal 2022. As the logo and emblematic general merchandise sales are fulfilled by FLC and Fanatics, we recognize commission revenue earned for these sales on a net basis in our condensed consolidated financial statements, as compared to the recognition of logo and emblematic sales on a gross basis in the periods prior to the transition. For Retail Gross Comparable Store Sales details, see below.

(d) Service revenue includes brand partnerships, shipping and handling, and revenue from other programs.

(e) Other includes inventory liquidation sales to third parties, marketplace sales and certain accounting adjusting items related to return reserves, and other deferred items.

(f) Eliminates Wholesale sales and service fees to Retail and Retail commissions earned from Wholesale.

Retail Gross Comparable Store Sales

Retail Gross Comparable Store Sales variances by category for the 13 week periods are as follows:

Dollars in millions

13 weeks ended

 

26 weeks ended

 

October 29, 2022

 

October 30, 2021 (a)

 

October 29, 2022

 

October 30, 2021 (a)

Textbooks (Course

Materials)

$ (21.8)

 

(4.6)%

 

$ (0.5)

 

(0.1)%

 

$ (19.5)

 

(3.2)%

 

$ 22.9

 

4.1%

General Merchandise

7.7

 

4.5%

 

74.0

 

76.6%

 

39.2

 

14.9%

 

124.7

 

89.5%

Total Retail Gross

Comparable Store

Sales

$ (14.1)

 

(2.2)%

 

$ 73.5

 

13.2%

 

$ 19.7

 

2.3%

 

$ 147.6

 

21.0%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(a) The variances for this period are primarily related to re-opening stores that had temporarily closed due to the COVID-19 pandemic in the prior year.

To supplement the Total Sales table presented above, the Company uses Retail Gross Comparable Store Sales as a key performance indicator. Retail Gross Comparable Store Sales includes sales from physical and virtual stores that have been open for an entire fiscal year period and does not include sales from permanently closed stores for all periods presented. For Retail Gross Comparable Store Sales, sales for logo and emblematic general merchandise fulfilled by FLC, Fanatics and digital agency sales are included on a gross basis for consistent year-over-year comparison.

Effective in April 2021, as contemplated by the FLC Partnership’s merchandising agreement and e-commerce agreement, we began to transition the fulfillment of logo and emblematic general merchandise sales to FLC and Fanatics. The transition to FLC for campus stores was effective in April 2021, and the e-commerce websites transitioned to Fanatics throughout Fiscal 2022. As the logo and emblematic general merchandise sales are fulfilled by FLC and Fanatics, we recognize commission revenue earned for these sales on a net basis in our condensed consolidated financial statements, as compared to the recognition of logo and emblematic sales on a gross basis in the periods prior to the transition.

We believe the current Retail Gross Comparable Store Sales calculation method reflects management’s view that such comparable store sales are an important measure of the growth in sales when evaluating how established stores have performed over time. We present this metric as additional useful information about the Company’s operational and financial performance and to allow greater transparency with respect to important metrics used by management for operating and financial decision-making. Retail Gross Comparable Store Sales are also referred to as “same-store” sales by others within the retail industry and the method of calculating comparable store sales varies across the retail industry. As a result, our calculation of comparable store sales is not necessarily comparable to similarly titled measures reported by other companies and is intended only as supplemental information and is not a substitute for net sales presented in accordance with GAAP.

BARNES & NOBLE EDUCATION, INC. AND SUBSIDIARIES

Non-GAAP Information (a)

(In thousands) (Unaudited)

 
 
Consolidated Adjusted Earnings (non-GAAP) (a)

13 weeks ended

 

26 weeks ended

 

October 29, 2022

 

October 30, 2021

 

October 29, 2022

 

October 30, 2021

Net income (loss)

$

22,144

 

 

$

22,528

 

 

$

(30,563

)

 

$

(21,100

)

Reconciling items, after-tax (below)

 

1,878

 

 

 

2,427

 

 

 

3,830

 

 

 

6,041

 

Adjusted Earnings (non-GAAP)

$

24,022

 

 

$

24,955

 

 

$

(26,733

)

 

$

(15,059

)

 

 

 

 

 

 

 

 

Reconciling items, pre-tax

 

 

 

 

 

 

 

Merchandise inventory loss (b)

$

 

 

$

 

 

$

 

 

$

434

 

Content amortization (non-cash) (c)

 

1,618

 

 

 

1,311

 

 

 

3,195

 

 

 

2,586

 

Restructuring and other charges (d)

 

260

 

 

 

1,116

 

 

 

635

 

 

 

3,021

 

Reconciling items, pre-tax

 

1,878

 

 

 

2,427

 

 

 

3,830

 

 

 

6,041

 

Less: Pro forma income tax impact (e)

 

 

 

 

 

 

 

 

 

 

 

Reconciling items, after-tax

$

1,878

 

 

$

2,427

 

 

$

3,830

 

 

$

6,041

 

 

 

 

 

 

 

 

 

Consolidated Adjusted EBITDA (non-GAAP) (a)

13 weeks ended

 

26 weeks ended

 

October 29, 2022

 

October 30, 2021

 

October 29, 2022

 

October 30, 2021

Net income (loss)

$

22,144

 

 

$

22,528

 

 

$

(30,563

)

 

$

(21,100

)

Add:

 

 

 

 

 

 

 

Depreciation and amortization expense

 

10,759

 

 

 

11,952

 

 

 

23,292

 

 

 

24,576

 

Interest expense, net

 

4,886

 

 

 

2,264

 

 

 

8,754

 

 

 

4,758

 

Income tax (benefit) expense

 

(300

)

 

 

(203

)

 

 

633

 

 

 

196

 

Merchandise inventory loss (b)

 

 

 

 

 

 

 

 

 

 

434

 

Content amortization (non-cash) (c)

 

1,618

 

 

 

1,311

 

 

 

3,195

 

 

 

2,586

 

Restructuring and other charges (d)

 

260

 

 

 

1,116

 

 

 

635

 

 

 

3,021

 

Adjusted EBITDA (non-GAAP)

$

39,367

 

 

$

38,968

 

 

$

5,946

 

 

$

14,471

 

 

 

 

 

 

 

 

 

Adjusted EBITDA by Segment (non-GAAP) (a)

The following is Adjusted EBITDA by Segment for the 13 and 26 week periods:

 

 

 

13 weeks ended October 29, 2022

 

 

Retail

 

Wholesale

 

DSS

 

Corporate

Services (f)

 

Eliminations

 

Total

Net income (loss)

 

$

30,547

 

$

218

 

$

(1,941

)

 

$

(9,938

)

 

$

3,258

 

$

22,144

 

Add:

 

 

 

 

 

 

 

 

 

 

 

 

Depreciation and amortization expense

 

 

8,869

 

 

1,370

 

 

503

 

 

 

17

 

 

 

 

 

10,759

 

Interest expense, net

 

 

 

 

 

 

 

 

 

4,886

 

 

 

 

 

4,886

 

Income tax benefit

 

 

 

 

 

 

 

 

 

(300

)

 

 

 

 

(300

)

Content amortization (non-cash) (c)

 

 

 

 

 

 

1,618

 

 

 

 

 

 

 

 

1,618

 

Restructuring and other charges (d)

 

 

 

 

 

 

 

 

 

260

 

 

 

 

 

260

 

Adjusted EBITDA (non-GAAP)

 

$

39,416

 

$

1,588

 

$

180

 

 

$

(5,075

)

 

$

3,258

 

$

39,367

 

 

 

 

13 weeks ended October 30, 2021

 

 

Retail

 

Wholesale

 

DSS

 

Corporate

Services (f)

 

Eliminations

 

Total

Net income (loss)

 

$

29,595

 

$

(131

)

 

$

(2,301

)

 

$

(8,928

)

 

$

4,293

 

$

22,528

 

Add:

 

 

 

 

 

 

 

 

 

 

 

 

Depreciation and amortization expense

 

 

8,669

 

 

1,364

 

 

 

1,902

 

 

 

17

 

 

 

 

 

11,952

 

Interest expense, net

 

 

 

 

 

 

 

 

 

 

2,264

 

 

 

 

 

2,264

 

Income tax benefit

 

 

 

 

 

 

 

 

 

 

(203

)

 

 

 

 

(203

)

Content amortization (non-cash) (c)

 

 

105

 

 

 

 

 

1,206

 

 

 

 

 

 

 

 

1,311

 

Restructuring and other charges (d)

 

 

1,075

 

 

 

 

 

 

 

 

41

 

 

 

 

 

1,116

 

Adjusted EBITDA (non-GAAP)

 

$

39,444

 

$

1,233

 

 

$

807

 

 

$

(6,809

)

 

$

4,293

 

$

38,968

 

 

 

 

26 weeks ended October 29, 2022

 

 

Retail

 

Wholesale

 

DSS

 

Corporate

Services (f)

 

Eliminations

 

Total

Net (loss) income

 

$

(3,993

)

 

$

1,637

 

$

(4,240

)

 

$

(22,346

)

 

$

(1,621

)

 

$

(30,563

)

Add:

 

 

 

 

 

 

 

 

 

 

 

 

Depreciation and amortization expense

 

 

18,398

 

 

 

2,719

 

 

2,140

 

 

 

35

 

 

 

 

 

 

23,292

 

Interest expense, net

 

 

 

 

 

 

 

 

 

 

8,754

 

 

 

 

 

 

8,754

 

Income tax expense

 

 

 

 

 

 

 

 

 

 

633

 

 

 

 

 

 

633

 

Content amortization (non-cash) (c)

 

 

26

 

 

 

 

 

3,169

 

 

 

 

 

 

 

 

 

3,195

 

Restructuring and other charges (d)

 

 

 

 

 

 

 

 

 

 

635

 

 

 

 

 

 

635

 

Adjusted EBITDA (non-GAAP)

 

$

14,431

 

 

$

4,356

 

$

1,069

 

 

$

(12,289

)

 

$

(1,621

)

 

$

5,946

 

 

 

 

26 weeks ended October 30, 2021

 

 

Retail

 

Wholesale

 

DSS

 

Corporate

Services (f)

 

Eliminations

 

Total

Net (loss) income

 

$

(1,042

)

 

$

4,983

 

$

(3,617

)

 

$

(20,180

)

 

$

(1,244

)

 

$

(21,100

)

Add:

 

 

 

 

 

 

 

 

 

 

 

 

Depreciation and amortization expense

 

 

18,076

 

 

 

2,664

 

 

3,801

 

 

 

35

 

 

 

 

 

 

24,576

 

Interest expense, net

 

 

 

 

 

 

 

 

 

 

4,758

 

 

 

 

 

 

4,758

 

Income tax expense

 

 

 

 

 

 

 

 

 

 

196

 

 

 

 

 

 

196

 

Merchandise inventory loss (b)

 

 

434

 

 

 

 

 

 

 

 

 

 

 

 

 

 

434

 

Content amortization (non-cash) (c)

 

 

271

 

 

 

 

 

2,315

 

 

 

 

 

 

 

 

 

2,586

 

Restructuring and other charges (d)

 

 

2,083

 

 

 

 

 

 

 

 

938

 

 

 

 

 

 

3,021

 

Adjusted EBITDA (non-GAAP)

 

$

19,822

 

 

$

7,647

 

$

2,499

 

 

$

(14,253

)

 

$

(1,244

)

 

$

14,471

 

(a) For additional information, see “Use of Non-GAAP Financial Information” in the Non-GAAP disclosure information of this Press Release.

(b) As contemplated by the FLC Partnership’s merchandising agreement, we sold our logo and emblematic general merchandise inventory to FLC and received proceeds of $41,773, and recognized a merchandise inventory loss on the sale of $10,262 in cost of goods sold during the 52 weeks ended May 1, 2021 for the Retail Segment. The final inventory sale price was determined during the 13 weeks ended July 31, 2021, at which time, we received additional proceeds of $1,906, and recognized a merchandise inventory loss on the sale of $434 in cost of goods sold for the Retail Segment.

(c) Represents amortization of content development costs (non-cash) recorded in cost of goods sold in the condensed consolidated financial statements.

(d) During the 26 weeks ended October 29, 2022 and October 30, 2021, we recognized restructuring and other charges totaling $635 and $3,021, respectively, comprised primarily of severance and other employee termination and benefit costs associated with the elimination of various positions as part of cost reduction objectives, and professional service costs for restructuring, process improvements, shareholder activist activities, and costs related to development and integration associated with the FLC Partnership.

(e) Represents the income tax effects of the non-GAAP items.

(f) Interest expense is reflected in Corporate Services as it is primarily related to our Credit Agreement and Term Loan Agreement which fund our operating and financing needs across the organization. Income taxes are reflected in Corporate Services as we record our income tax provision on a consolidated basis.

Free Cash Flow (non-GAAP) (a)

 

 

13 weeks ended

 

26 weeks ended

 

October 29,

2022

 

October 30,

2021

 

October 29,

2022

 

October 30,

2021

Net cash flows provided by operating activities

$

38,374

 

 

$

41,580

 

 

$

9,376

 

 

$

24,276

 

Less:

 

 

 

 

 

 

 

Capital expenditures (b)

 

10,847

 

 

 

9,894

 

 

 

20,573

 

 

 

21,264

 

Cash interest paid

 

4,368

 

 

 

1,980

 

 

 

7,301

 

 

 

3,662

 

Cash taxes (refund) paid

 

(15,705

)

 

 

(8,032

)

 

 

(15,583

)

 

 

(7,778

)

Free Cash Flow (non-GAAP)

$

38,864

 

 

$

37,738

 

 

$

(2,915

)

 

$

7,128

 

(a) For additional information, see “Use of Non-GAAP Financial Information” in the Non-GAAP disclosure information of this Press Release.

(b) Purchases of property and equipment are also referred to as capital expenditures. Our investing activities consist principally of capital expenditures for contractual capital investments associated with renewing existing contracts, new store construction, digital initiatives and enhancements to internal systems and our website. The following table provides the components of total purchases of property and equipment:

Capital Expenditures

13 weeks ended

 

26 weeks ended

 

October 29,

2022

 

October 30,

2021

 

October 29,

2022

 

October 30,

2021

Physical store capital expenditures

$

6,052

 

$

3,587

 

$

10,548

 

$

7,480

Product and system development

 

2,947

 

 

3,856

 

 

5,612

 

 

7,480

Content development costs

 

1,294

 

 

1,865

 

 

3,313

 

 

4,712

Other

 

554

 

 

586

 

 

1,100

 

 

1,592

Total Capital Expenditures

$

10,847

 

$

9,894

 

$

20,573

 

$

21,264

Use of Non-GAAP Financial Information – Adjusted Earnings, Adjusted EBITDA, Adjusted EBITDA by Segment, and Free Cash Flow

 

 

 

 

 

 

 

 

To supplement the Company’s condensed consolidated financial statements presented in accordance with generally accepted accounting principles (“GAAP”), in the Press Release attached hereto as Exhibit 99.1, the Company uses the financial measures of Adjusted Earnings, Adjusted EBITDA, Adjusted EBITDA by Segment and Free Cash Flow, which are non-GAAP financial measures under Securities and Exchange Commission (the “SEC”) regulations. We define Adjusted Earnings as net income (loss) adjusted for certain reconciling items that are subtracted from or added to net income (loss). We define Adjusted EBITDA as net income (loss) plus (1) depreciation and amortization; (2) interest expense and (3) income taxes, (4) as adjusted for items that are subtracted from or added to net income (loss). We define Free Cash Flow as Cash Flows from Operating Activities less capital expenditures, cash interest and cash taxes.

 

 

 

 

 

 

 

 

The non-GAAP measures included in the Press Release have been reconciled to the most comparable financial measures presented in accordance with GAAP, attached hereto as Exhibit 99.1, as follows: the reconciliation of Adjusted Earnings to net income (loss); the reconciliation of consolidated Adjusted EBITDA to consolidated net income (loss); and the reconciliation of Adjusted EBITDA by Segment to net income (loss) by segment. All of the items included in the reconciliations are either (i) non-cash items or (ii) items that management does not consider in assessing our on-going operating performance.

 

 

 

 

 

 

 

 

These non-GAAP financial measures are not intended as substitutes for and should not be considered superior to measures of financial performance prepared in accordance with GAAP. In addition, the Company’s use of these non-GAAP financial measures may be different from similarly named measures used by other companies, limiting their usefulness for comparison purposes.

 

 

 

 

 

 

 

 

We review these non-GAAP financial measures as internal measures to evaluate our performance at a consolidated level and at a segment level and manage our operations. We believe that these measures are useful performance measures which are used by us to facilitate a comparison of our on-going operating performance on a consistent basis from period-to-period. We believe that these non-GAAP financial measures provide for a more complete understanding of factors and trends affecting our business than measures under GAAP can provide alone, as they exclude certain items that management believes do not reflect the ordinary performance of our operations in a particular period. Our Board of Directors and management also use Adjusted EBITDA and Adjusted EBITDA by Segment, at a consolidated level and at a segment level, as one of the primary methods for planning and forecasting expected performance, for evaluating on a quarterly and annual basis actual results against such expectations, and as a measure for performance incentive plans. Management also uses Adjusted EBITDA by Segment to determine segment capital allocations. We believe that the inclusion of Adjusted Earnings, Adjusted EBITDA, and Adjusted EBITDA by Segment results provides investors useful and important information regarding our operating results, in a manner that is consistent with management’s evaluation of business performance. We believe that Free Cash Flow provides useful additional information concerning cash flow available to meet future debt service obligations and working capital requirements and assists investors in their understanding of our operating profitability and liquidity as we manage the business to maximize margin and cash flow.

 

 

 

 

 

 

 

 

The Company urges investors to carefully review the GAAP financial information included as part of the Company’s Form 10-K dated April 30, 2022 filed with the SEC on June 29, 2022, which includes consolidated financial statements for each of the three years for the period ended April 30, 2022, May 1, 2021, and May 2, 2020 (Fiscal 2022, Fiscal 2021, and Fiscal 2020, respectively) and the Company’s Quarterly Report on Form 10-Q for the period ended July 30, 2022 filed with the SEC on August 31, 2022.

 

 

Media Contact:

Carolyn J. Brown

Senior Vice President

Corporate Communications & Public Affairs

908-991-2967

[email protected]

Investor Contact:

Hunter Blankenbaker

Vice President

Investor Relations

908-991-2776

[email protected]

KEYWORDS: United States North America New Jersey

INDUSTRY KEYWORDS: University Other Retail Primary/Secondary Education Technology Specialty Other Technology Training Retail Other Education Continuing

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ProPetro’s First Electric Frac Fleet Contracted Under a Multi-Year Agreement With Leading Permian Operator

ProPetro’s First Electric Frac Fleet Contracted Under a Multi-Year Agreement With Leading Permian Operator

Placed Two Additional Electric Frac Fleet Orders

MIDLAND, Texas–(BUSINESS WIRE)–
ProPetro Holding Corp. (“ProPetro” or the “Company”) (NYSE: PUMP) today announced it has executed a contract with a leading independent Permian operator for use of ProPetro’s first electric-powered hydraulic fracturing fleet (“e-fleet”). Under the agreement, ProPetro will provide committed services for a three-year period following the delivery of the e-fleet.

The contracted equipment will be deployed primarily to support simul-frac operations and will initially utilize Tier IV DGB (“Dynamic Gas Blending”) dual-fuel equipment, and transition to an e-fleet upon delivery, which is expected in the third quarter of 2023.

Sam Sledge, Chief Executive Officer, commented, “With this agreement, we have entered the next phase of our fleet transition, and we are excited to help our customers substantially lower their completion costs and emissions. By transitioning our fleet to more electric-powered equipment while doing so through a capital-light and unique lease agreement with our equipment manufacturer, we are setting ProPetro on a path for enhanced competitiveness, lower operating costs, and therefore a more sustainable and durable earnings and cash flow profile, for the benefit of our stakeholders and shareholders alike. The agreement marks a major turning point for ProPetro and is another accomplishment in our defined long-term strategy to industrialize our business.”

Two Additional Electric Frac Fleet Orders Placed

The Company also announced it has executed orders for two additional electric frac fleets with expected delivery in the fourth quarter of 2023. This additional order brings a total of four electric frac fleets to ProPetro’s hydraulic fracturing offering furthering the Company’s fleet transition to next-generation equipment. These two orders announced today in addition to the two orders placed in August 2022 will be acquired under the long-term lease agreement previously announced.

Sledge commented, “As we have previously outlined, we are excited to equip our team with leading edge technologies for the job of the future. That said, we will continue to do so in a disciplined manner as we begin to pivot investment away from conventional diesel equipment and towards a more relevant natural gas burning offering. We will do this while remaining dedicated to a disciplined deployment of assets into the market where new electric fleets likely become replacement of legacy diesel burning fleets.”

About ProPetro

ProPetro Holding Corp. is a Midland, Texas-based oilfield services company providing completions services to leading upstream oil and gas companies engaged in the exploration and production of North American unconventional oil and natural gas resources. For more information visit www.propetroservices.com.

Forward-Looking Statements

Except for historical information contained herein, the statements and information in this news release are forward-looking statements that are made pursuant to the Safe Harbor Provisions of the Private Securities Litigation Reform Act of 1995. Statements that are predictive in nature, that depend upon or refer to future events or conditions or that include the words “may,” “could,” “plan,” “project,” “budget,” “predict,” “pursue,” “target,” “seek,” “objective,” “believe,” “expect,” “anticipate,” “intend,” “estimate,” and other expressions that are predictions of, or indicate, future events and trends and that do not relate to historical matters identify forward‑looking statements. Our forward‑looking statements include, among other matters, statements about our business strategy, industry, future profitability, expected fleet utilization, sustainability efforts, the future performance of newly improved technology, expected capital expenditures and the impact of such expenditures on our performance and capital programs. A forward‑looking statement may include a statement of the assumptions or bases underlying the forward‑looking statement. We believe that we have chosen these assumptions or bases in good faith and that they are reasonable.

Although forward‑looking statements reflect our good faith beliefs at the time they are made, forward-looking statements are subject to a number of risks and uncertainties that may cause actual events and results to differ materially from the forward-looking statements. Such risks and uncertainties include the volatility of oil prices, the operational disruption and market volatility resulting from the COVID-19 pandemic, the global macroeconomic uncertainty related to the Russia-Ukraine war, and other factors described in the Company’s Annual Report on Form 10-K and Quarterly Reports on Form 10-Q, particularly the “Risk Factors” sections of such filings, and other filings with the Securities and Exchange Commission (the “SEC”). In addition, the Company may be subject to currently unforeseen risks that may have a materially adverse impact on it, including matters related to shareholder litigation. Accordingly, no assurances can be given that the actual events and results will not be materially different than the anticipated results described in the forward-looking statements. Readers are cautioned not to place undue reliance on such forward-looking statements and are urged to carefully review and consider the various disclosures made in the Company’s Annual Report on Form 10-K, Quarterly Reports on Form 10-Q and other filings made with the SEC from time to time that disclose risks and uncertainties that may affect the Company’s business. The forward-looking statements in this news release are made as of the date of this news release. ProPetro does not undertake, and expressly disclaims, any duty to publicly update these statements, whether as a result of new information, new developments or otherwise, except to the extent that disclosure is required by law.

Investor Contacts:

David Schorlemer

Chief Financial Officer

[email protected]

432-227-0864

Matt Augustine

Senior Manager – Corporate Development & Investor Relations

[email protected]

432-848-0871

KEYWORDS: United States North America Texas

INDUSTRY KEYWORDS: Environment Alternative Vehicles/Fuels Automotive Other Energy Oil/Gas Alternative Energy Green Technology Energy Fleet Management

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Spectrum Pharmaceuticals’ ROLVEDON™ (eflapegrastim-xnst) Injection Added to NCCN Supportive Care Guidelines in Oncology for Hematopoietic Growth Factors

Spectrum Pharmaceuticals’ ROLVEDON™ (eflapegrastim-xnst) Injection Added to NCCN Supportive Care Guidelines in Oncology for Hematopoietic Growth Factors

BOSTON–(BUSINESS WIRE)–
Spectrum Pharmaceuticals, Inc. (NasdaqGS: SPPI), a biopharmaceutical company focused on novel and targeted oncology announced today that ROLVEDON (eflapegrastim-xnst) has been added to the latest National Comprehensive Cancer Network® Supportive Care Guidelines (NCCN Guidelines) in oncology for Hematopoietic Growth Factors. The NCCN Guidelines provide recommendations for the appropriate use of growth factors in the clinical management of febrile neutropenia (FN) and now include ROLVEDON as a treatment option under Management of Neutropenia: G-CSFs for Prophylaxis of Febrile Neutropenia and Maintenance of Scheduled Dose Delivery.

“We are pleased with the rapid inclusion of ROLVEDON in the NCCN guidelines as an appropriate option for cancer patients who are at risk for febrile neutropenia.” said Tom Riga, President and Chief Executive Officer of Spectrum Pharmaceuticals. “The NCCN guidelines are a standard resource for determining the best course of treatment and supportive care for people living with cancer. The inclusion in the NCCN guidelines further reinforces the clinical profile of ROLVEDON and is an important milestone for the program.”

The NCCN is a not-for-profit alliance of 32 leading cancer centers devoted to patient care, research, and education. The NCCN Guidelines are the recognized standard for clinical direction and policy in cancer care and are the most thorough and frequently updated clinical practice guidelines available in any area of medicine. For more information visit: https://www.nccn.org/guidelines/guidelines-process/about-nccn-clinical-practice-guidelines.

About ROLVEDON™

ROLVEDON™ (eflapegrastim-xnst)injection is a long-acting granulocyte colony-stimulating factor (G-CSF) with a novel formulation. Spectrum has received an indication to decrease the incidence of infection, as manifested by febrile neutropenia, in adult patients with non-myeloid malignancies receiving myelosuppressive anti-cancer drugs associated with clinically significant incidence of febrile neutropenia. ROLVEDON is not indicated for the mobilization of peripheral blood progenitor cells for hematopoietic stem cell transplantation. The BLA for ROLVEDON was supported by data from two identically designed Phase 3, randomized, open-label, noninferiority clinical trials, ADVANCE and RECOVER, which evaluated the safety and efficacy of ROLVEDON in 643 early-stage breast cancer patients for the management of neutropenia due to myelosuppressive chemotherapy. In both studies, ROLVEDON demonstrated the pre-specified hypothesis of non-inferiority (NI) in mean duration of severe neutropenia (DSN) and a similar safety profile to pegfilgrastim. ROLVEDON also demonstrated non-inferiority to pegfilgrastim in the mean DSN across all four cycles (all NI p<0.0001) in both trials.

Please see the Important Safety Information below and the full prescribing information for ROLVEDON at www.rolvedon.com.

Indications and Usage

ROLVEDON is indicated to decrease the incidence of infection, as manifested by febrile neutropenia, in adult patients with non-myeloid malignancies receiving myelosuppressive anti-cancer drugs associated with clinically significant incidence of febrile neutropenia.

Limitations of Use

ROLVEDON is not indicated for the mobilization of peripheral blood progenitor cells for hematopoietic stem cell transplantation.

Important Safety Information

Contraindications

  • ROLVEDON is contraindicated in patients with a history of serious allergic reactions to eflapegrastim, pegfilgrastim or filgrastim products. Reactions may include anaphylaxis.

Warnings and Precautions

Splenic Rupture

  • Splenic rupture, including fatal cases, can occur following the administration of recombinant human granulocyte colony-stimulating factor (rhG-CSF) products. Evaluate patients who report left upper abdominal or shoulder pain for an enlarged spleen or splenic rupture.

Acute Respiratory Distress Syndrome (ARDS)

  • ARDS can occur in patients receiving rhG-CSF products. Evaluate patients who develop fever, lung infiltrates, or respiratory distress. Discontinue ROLVEDON in patients with ARDS.

Serious Allergic Reactions

  • Serious allergic reactions, including anaphylaxis, can occur in patients receiving rhG-CSF products. Permanently discontinue ROLVEDON in patients who experience serious allergic reactions.

Sickle Cell Crisis in Patients with Sickle Cell Disorders

  • Severe and sometimes fatal sickle cell crises can occur in patients with sickle cell disorders receiving rhG-CSF products. Discontinue ROLVEDON if sickle cell crisis occurs.

Glomerulonephritis

  • Glomerulonephritis has occurred in patients receiving rhG-CSF products. The diagnoses were based upon azotemia, hematuria (microscopic and macroscopic), proteinuria, and renal biopsy. Generally, events of glomerulonephritis resolved after dose-reduction or discontinuation. Evaluate and consider dose reduction or interruption of ROLVEDON if causality is likely.

Leukocytosis

  • White blood cell (WBC) counts of 100 x 109/L or greater have been observed in patients receiving rhG-CSF products. Monitor complete blood count (CBC) during ROLVEDON therapy. Discontinue ROLVEDON treatment if WBC count of 100 x 109/L or greater occurs.

Thrombocytopenia

  • Thrombocytopenia has been reported in patients receiving rhG-CSF products. Monitor platelet counts.

Capillary Leak Syndrome

  • Capillary leak syndrome has been reported after administration of rhG-CSF products and is characterized by hypotension, hypoalbuminemia, edema and hemoconcentration. Episodes vary in frequency and severity and may be life-threatening if treatment is delayed. If symptoms develop, closely monitor and give standard symptomatic treatment, which may include a need for intensive care.

Potential for Tumor Growth Stimulatory Effects on Malignant Cells

  • The granulocyte colony-stimulating factor (G-CSF) receptor through which ROLVEDON acts has been found on tumor cell lines. The possibility that ROLVEDON acts as a growth factor for any tumor type, including myeloid malignancies and myelodysplasia, diseases for which ROLVEDON is not approved, cannot be excluded.

Myelodysplastic Syndrome (MDS) and Acute Myeloid Leukemia (AML) in Patients with Breast and Lung Cancer

  • MDS and AML have been associated with the use of rhG-CSF products in conjunction with chemotherapy and/or radiotherapy in patients with breast and lung cancer. Monitor patients for signs and symptoms of MDS/AML in these settings.

Aortitis

  • Aortitis has been reported in patients receiving rhG-CSF products. It may occur as early as the first week after start of therapy. Consider aortitis in patients who develop generalized signs and symptoms such as fever, abdominal pain, malaise, back pain, and increased inflammatory markers (e.g., c-reactive protein and white blood cell count) without known etiology. Discontinue ROLVEDON if aortitis is suspected.

Nuclear Imaging

  • Increased hematopoietic activity of the bone marrow in response to growth factor therapy has been associated with transient positive bone imaging changes. This should be considered when interpreting bone imaging results.

Adverse Reactions

  • The most common adverse reactions (≥20%) were fatigue, nausea, diarrhea, bone pain, headache, pyrexia, anemia, rash, myalgia, arthralgia, and back pain.
  • Permanent discontinuation due to an adverse reaction occurred in 4% of patients who received ROLVEDON. The adverse reaction requiring permanent discontinuation in 3 patients who received ROLVEDON was rash.

To report SUSPECTED ADVERSE REACTIONS, contact Spectrum Pharmaceuticals, Inc. at 1-888-713-0688 or FDA at 1‑800‑FDA‑1088 or www.fda.gov/medwatch

About Spectrum Pharmaceuticals, Inc.

Spectrum Pharmaceuticals, Inc. is a biopharmaceutical company focused on acquiring, developing, and commercializing novel and targeted oncology therapies. Spectrum has a strong track record of successfully executing across the biopharmaceutical business model, from in-licensing and acquiring differentiated drugs, clinically developing novel assets, successfully gaining regulatory approvals and commercializing in a competitive healthcare marketplace. Spectrum has a pipeline with novel assets that serve areas of unmet need. For additional information on Spectrum please visit www.sppirx.com.

Notice Regarding Forward-looking Statements

This press release may contain forward-looking statements regarding future events and the future performance of Spectrum Pharmaceuticals that involve risks and uncertainties that could cause actual results to differ materially. These statements are based on management’s current beliefs and expectations. These statements include, but are not limited to, statements that relate to Spectrum’s business and its future, including certain company milestones, Spectrum’s ability to identify, acquire, develop and commercialize a broad and diverse pipeline of late-stage clinical and commercial products, the timing and results of FDA decisions, and any statements that relate to the intent, belief, plans or expectations of Spectrum or its management, or that are not a statement of historical fact. Risks that could cause actual results to differ include the possibility that Spectrum’s existing and new drug candidates may not prove safe or effective, the possibility that our existing and new applications to the FDA and other regulatory agencies may not receive approval in a timely manner or at all, the possibility that our existing and new drug candidates, if approved, may not be more effective, safer or more cost efficient than competing drugs, the possibility that our efforts to acquire or in-license and develop additional drug candidates may fail, our dependence on third parties for clinical trials, manufacturing, distribution and quality control and other risks that are described in further detail in the company’s reports filed with the Securities and Exchange Commission. The company does not plan to update any such forward-looking statements and expressly disclaims any duty to update the information contained in this press release except as required by law.

SPECTRUM PHARMACEUTICALS, INC.® is a registered trademark of Spectrum Pharmaceuticals, Inc. and its affiliates. REDEFINING CANCER CARE™ and ROLVEDON™ are the Spectrum Pharmaceuticals’ logos and trademarks owned by Spectrum Pharmaceuticals, Inc. Any other trademarks are the property of their respective owners.

© 2022 Spectrum Pharmaceuticals, Inc. All Rights Reserved

Tom Riga

Chief Executive Officer

949.788.6700

[email protected]

Lisa Wilson

In-Site Communications, Inc.

212.452.2793

[email protected]

KEYWORDS: United States North America Massachusetts

INDUSTRY KEYWORDS: Oncology Health Research Pharmaceutical Science Biotechnology

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Equillium and Ono Pharmaceutical Announce Exclusive Option and Asset Purchase Agreement for the Development and Commercialization of Itolizumab

Equillium and Ono Pharmaceutical Announce Exclusive Option and Asset Purchase Agreement for the Development and Commercialization of Itolizumab

Equillium grants Ono an option to purchase rights to itolizumab

Equillium to receive an upfront payment of approximately $26.0M (¥3.5B); eligible to receive up to approximately $138.5M (¥18.7B) in option exercise and milestone payments

Ono to fund Equillium’s continued research and development of itolizumab during the exercise period

Conference call and webcast today at 8:30 a.m. ET

LA JOLLA, Calif.–(BUSINESS WIRE)–
Equillium, Inc. (Nasdaq: EQ), a clinical-stage biotechnology company focused on developing novel therapeutics to treat severe autoimmune and inflammatory disorders, and Ono Pharmaceutical Co., Ltd. (“Ono”), today announced an option and asset purchase agreement through which Ono gains the exclusive option to purchase Equillium’s rights to itolizumab, a first-in-class monoclonal antibody targeting CD6. These rights include all therapeutic indications and the rights to commercialize itolizumab in the United States, Canada, Australia, and New Zealand.

“We are very pleased to partner itolizumab with Ono, a leading Japanese pharmaceutical company dedicated to fighting disease and pain,” said Bruce Steel, Chief Executive Officer at Equillium. “This strategic partnership validates the potential of itolizumab to address autoimmune and immuno-inflammatory disorders for patients in significant need of new therapies. Through this partnership, we have secured the resources necessary to continue advancing our Phase 3 EQUATOR study of itolizumab in the treatment of first-line acute graft-versus-host disease, a severe life-threatening disease, and our ongoing EQUALISE study in lupus nephritis. Based on our current operating plan, we expect this strategic partnership will enable us to fund operations into 2025, enabling us to advance our wholly-owned pipeline of multi-cytokine inhibitors through multiple key milestones, including our ongoing Phase 2 study of EQ101 in alopecia areata and Phase 1 study of EQ102 in celiac disease.”

“We believe this collaboration with Equillium reinforces our commitment to research and development and creating innovative therapeutics in immunology,” said Gyo Sagara, President and Chief Executive Officer of Ono. “We are very pleased to be partnering with Equillium to develop a novel medicine for patients with difficult-to-treat immuno-inflammatory disorders. We hope that itolizumab will serve as our foundation for expanding our business in the United States and pave the way for becoming a global specialty pharmaceutical company.”

Under the terms of the agreement, Equillium will receive a non-refundable upfront payment of approximately $26.0 million (¥3.5 billion) and will also be eligible to receive up to an aggregate of approximately $138.5 million (¥18.7 billion) for exercise of the option and milestone payments from development through first commercial sale. Equillium will be responsible for the conduct of all research and development of itolizumab, which will be fully funded by Ono on a quarterly basis commencing July 1, 2022 through the option period.1 The option period will expire three months following delivery of topline data from the EQUALISE study in lupus nephritis and interim data from the EQUATOR Phase 3 study in acute GVHD.

Conference Call

Management will host a conference call to discuss the option and asset purchase agreement with Ono Pharmaceutical Co., Ltd. for analysts and institutional investors, at 8:30 a.m. ET today, December 6, 2022. To access the call, please dial (888) 350-3846 or (646) 960-0251 and, if needed, provide confirmation number 8770084. A live webcast of the call will also be available on the company’s Investor Relations page at www.equilliumbio.com/investors/events-and-presentations/default.aspx. The webcast will be archived for 180 days.

About Itolizumab

Itolizumab is a clinical-stage, first-in-class anti-CD6 monoclonal antibody that selectively targets the CD6-ALCAM pathway. This pathway plays a central role in modulating the activity and trafficking of T cells that drive a number of immuno-inflammatory diseases. Equillium acquired rights to itolizumab through an exclusive partnership with Biocon Limited.

About Multi-Cytokine Platform: EQ101 & EQ102

Our proprietary Multi-Cytokine Platform (MCP) generates rationally designed composite peptides that selectively block key cytokines at the shared receptor level targeting pathogenic cytokine redundancies and synergies while preserving non-pathogenic signaling. This approach provides multi-cytokine inhibition at the receptor level and is expected to avoid the broad immuno-suppression and off-target safety liabilities that may be associated with other therapeutic classes, such as JAK inhibitors. Many immune-mediated diseases are driven by the same combination of dysregulated cytokines, and we believe identifying the key cytokines for these diseases will allow us to target and develop customized treatment strategies for multiple autoimmune and inflammatory diseases.

Current MCP assets include EQ101, a first-in-class, selective, tri-specific inhibitor of IL-2, IL-9 and IL-15, and EQ102, a first-in-class, selective, bi-specific inhibitor of IL-15 and IL-21.

About Ono Pharmaceutical

Ono Pharmaceutical Co., Ltd., headquartered in Osaka, is an R&D-oriented pharmaceutical company committed to creating innovative medicines in specific areas. Ono focuses its research on the oncology, immunology, neurology and specialty research with high medical needs as priority areas for discovery and development of innovative medicines. For further information, please visit the company’s website at https://www.ono-pharma.com/.

About Equillium

Equillium is a clinical-stage biotechnology company leveraging a deep understanding of immunobiology to develop novel therapeutics to treat severe autoimmune and inflammatory disorders with high unmet medical need. The company’s pipeline consists of the following novel immunomodulatory assets targeting immuno-inflammatory pathways. Itolizumab, a first-in-class monoclonal antibody that targets the CD6-ALCAM signaling pathway which plays a central role in the modulation of effector T cells, is currently in a Phase 3 study for patients with acute graft-versus-host disease (aGVHD) and is in a Phase 1b study for patients with lupus/lupus nephritis. EQ101 is a first-in-class tri-specific cytokine inhibitor that selectively targets IL-2, IL-9, and IL-15. Equillium is currently enrolling patients in a Phase 2 proof-of-concept study of EQ101 for patients with alopecia areata. EQ102 is a bi-specific cytokine inhibitor that selectively targets IL-15 and IL-21. Equillium is currently enrolling patients in a Phase 1 study of EQ102, including healthy volunteers and celiac disease patients.

For more information, visit www.equilliumbio.com.

Additional Information and Where to Find It

This communication does not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval with respect to the proposed merger or otherwise. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended. In connection with Metacrine, Inc.’s pending acquisition by Equillium, Inc., Equillium filed a registration statement on Form S-4 (File No. 333-268024) containing a joint proxy statement/prospectus of Equillium and Metacrine and other documents concerning the proposed merger with the Securities and Exchange Commission (the “SEC”). EQUILLIUM URGES INVESTORS TO READ THE JOINT PROXY STATEMENT/PROSPECTUS AND THESE OTHER MATERIALS CAREFULLY BECAUSE THEY CONTAIN IMPORTANT INFORMATION ABOUT EQUILLIUM, METACRINE AND THE PROPOSED MERGER. Investors may obtain free copies of the joint proxy statement/prospectus and other documents filed by Equillium and Metacrine with the SEC at the SEC’s website at www.sec.gov. Free copies of the joint proxy statement/prospectus and Equillium’s other SEC filings are also available on Equillium’s website at www.equilliumbio.com.

Equillium, Metacrine and their respective directors, executive officers, certain members of management and certain employees may be deemed, under SEC rules, to be participants in the solicitation of proxies with respect to the proposed merger. Information regarding Equillium’s officers and directors is included in Equillium’s Definitive Proxy Statement on Schedule 14A filed with the SEC on April 13, 2022 with respect to its 2022 Annual Meeting of Stockholders. This document is available free of charge at the SEC’s website at www.sec.gov or by going to Equillium’s Investors page on its corporate website at www.equilliumbio.com. Information regarding Metacrine’s officers and directors is included in Metacrine’s Definitive Proxy Statement on Schedule 14A filed with the SEC on April 7, 2022 with respect to its 2022 Annual Meeting of Stockholders. This document is available free of charge at the SEC’s website at www.sec.gov or by going to Metacrine’s Investors page on its corporate website at www.metacrine.com. Additional information regarding the persons who may, under the rules of the SEC, be deemed participants in the solicitation of proxies in connection with the proposed Merger, and a description of their direct and indirect interests in the proposed Merger, which may differ from the interests of Equillium’s stockholders or Metacrine’s stockholders generally, will be set forth in the joint proxy statement/prospectus when it is filed with the SEC.

Forward Looking Statements

Statements contained in this press release regarding matters that are not historical facts are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements may be identified by the use of words such as “anticipate”, “believe”, “could”, “continue”, “expect”, “estimate”, “may”, “plan”, “outlook”, “future” and “project” and other similar expressions that predict or indicate future events or trends or that are not statements of historical matters. Because such statements are subject to risks and uncertainties, many of which are outside of the Company’s control, actual results may differ materially from those expressed or implied by such forward-looking statements. Such statements include, but are not limited to statements regarding the potential benefits and risks of the transactions contemplated by the option and asset purchase agreement entered into by the Company and Ono, including the possibility that Ono does not exercise the option, the Company receives no further payments under the option and asset purchase agreement other than those payable upon signing, the possibility that, if commercialized, itolizumab proves to be more valuable than contemplated by the option and asset purchase agreement, the fluctuation of the foreign exchange rate, the benefit of treating patients with aGVHD or lupus/lupus nephritis with itolizumab, Equillium’s plans and expected timing for developing itolizumab including the expected timing of initiating, completing and announcing further results from the EQUATE, EQUIP, and EQUALISE studies, Equillium’s plans and expected timing for developing EQ101 and EQ102 including the expected timing of initiating, completing and announcing further results from Phase 2 and Phase 1 studies, respectively, the potential for any of Equillium’s ongoing or planned clinical studies to show safety or efficacy, Equillium’s anticipated timing of regulatory review and feedback, Equillium’s cash runway, and Equillium’s plans and expected timing for developing its product candidates and potential benefits of its product candidates. Risks that contribute to the uncertain nature of the forward-looking statements include: uncertainties related to the abilities of the leadership team to perform as expected; Equillium’s ability to execute its plans and strategies; risks related to performing clinical studies; the risk that interim results of a clinical study do not necessarily predict final results and that one or more of the clinical outcomes may materially change as patient enrollment continues, following more comprehensive reviews of the data, and as more patient data become available; potential delays in the commencement, enrollment and completion of clinical studies and the reporting of data therefrom; the risk that studies will not be completed as planned; Equillium’s plans and product development, including the initiation and completion of clinical studies and the reporting of data therefrom; whether the results from clinical studies will validate and support the safety and efficacy of Equillium’s product candidates; risks related to Ono’s financial condition, willingness to continue to fund the development of itolizumab, and decision to exercise its option to purchase itolizumab or terminate the option and asset purchase agreement; changes in the competitive landscape; uncertainties related to Equillium’s capital requirements; and having to use cash in ways or on timing other than expected and the impact of market volatility on cash reserves. These and other risks and uncertainties are described more fully under the caption “Risk Factors” and elsewhere in Equillium’s filings and reports, which may be accessed for free by visiting EDGAR on the SEC web site at http://www.sec.govand on the Company’s website under the heading “Investors.” Investors should take such risks into account and should not rely on forward-looking statements when making investment decisions. All forward-looking statements contained in this press release speak only as of the date on which they were made. Equillium undertakes no obligation to update such statements to reflect events that occur or circumstances that exist after the date on which they were made.

1 Upfront and option exercise payments are based in Japanese yen and subject to currency exchange rates at the time of payment (U.S. dollar amounts are estimates based on the average exchange rate on December 2, 2022). R&D funding and milestone payments are to be paid in U.S. dollars.

Investor & Media Contact

Equillium, Inc.

Michael Moore

Vice President, Investor Relations Officer & Head of Corporate Communications

619-302-4431

[email protected]

KEYWORDS: United States North America California

INDUSTRY KEYWORDS: Health Clinical Trials Research Pharmaceutical Science Biotechnology

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Exscientia Presents Novel Immuno-Oncology Biomarker for EXS-21546 at the ESMO I-O Annual Congress

Exscientia Presents Novel Immuno-Oncology Biomarker for EXS-21546 at the ESMO I-O Annual Congress

Uses multi-omics to identify a biomarker which could be predictive of ‘546 response in the clinic

Differentiated ‘546 development and patient enrichment strategy driven by Exscientia’s precision medicine platform

Research highlights the relationship between Exscientia’s high adenosine biomarker and prediction of checkpoint inhibitor response

Recently initiated Phase 1/2 clinical trial, IGNITE-AI, will evaluate biomarker signature and assess ‘546 in combination with a checkpoint inhibitor in solid tumours

VIENNA, Austria & OXFORD, England–(BUSINESS WIRE)–
Exscientia plc (Nasdaq: EXAI) today highlighted new data to identify patients that are more likely to respond to its A2A receptor antagonist, EXS-21546 (‘546) as well as the relationship to potential impact of adenosine on PD-1 inhibitor response. The research identified a novel patient selection multi-gene transcript signature, the adenosine burden score (ABS), that will be confirmed in the Company’s Phase 1/2 study, IGNITE-AI. The data are being presented at the ESMO Immuno-Oncology Annual Congress, being held December 7-9 in Geneva, Switzerland.

In this study, researchers leveraged Exscientia’s translational oncology platform with transcriptomics, to develop and begin pre-clinical biological confirmation of the ABS, a measure of adenosine burden. Data was also presented showing ABS outperformed other published adenosine signatures in specificity and sensitivity for detecting adenosine-rich microenvironments.

Additionally, the research identified an inverse relationship between ABS and another published signature that has been shown to be predictive of anti-PD-1 therapy success, the Tumour Inflammation Score (TIS). This suggests that reduction of adenosine burden through A2AR antagonism with ‘546 could result in the restoration of checkpoint inhibitor response. The combination therapy approach will be validated in the IGNITE-AI Phase 1/2 clinical trial, combining ‘546 with a checkpoint inhibitor in solid tumours.

“We believe that the signature identified by thoroughly assessing adenosine activity in primary patient samples through our functional precision medicine platform provides us with a guided way to enrich for patients that may respond to ‘546 therapy,” said Gregory Vladimer, VP of Translational Research at Exscientia. “Adenosine in the tumour microenvironment is immuno-suppressive and only patients with high adenosine will benefit from A2A receptor antagonist therapy. That is why we want to design our clinical programmes to specifically identify those patients and potentially improve the probability of response.”

Poster Presentation Details:

Title: Enriching for response: Patient selection criteria for A2AR inhibition by EXS-21546 through ex vivo modelling in primary patient material

Abstract Number: 23P

Session Title: Biomarker development

Date/Time: Thursday, December 08 / 12:30 PM – 13:15 PM CET

The poster is available on Exscientia’s website.

About EXS-21546

EXS-21546 is a highly selective A2A receptor antagonist ​​co-invented and developed through a collaboration between Exscientia and Evotec SE (Frankfurt Stock Exchange: EVT, MDAX/TecDAX, ISIN: DE0005664809; Nasdaq: EVO). In June 2022, Exscientia reported topline data from a healthy volunteer study which confirmed Exscientia’s target product profile design, including potency, high receptor selectivity and expected low brain exposure with no CNS adverse events reported. Exscientia recently initiated a Phase 1/2 clinical trial of ‘546 in combination with a checkpoint inhibitor in patients with relapsed or refractory renal cell carcinoma (RCC) and non-small cell lung cancer (NSCLC) who previously received treatment with an immune checkpoint inhibitor.

About Exscientia

Exscientia is an AI-driven pharmatech company committed to discovering, designing and developing the best possible drugs in the fastest and most effective manner. Exscientia developed the first-ever functional precision oncology platform to successfully guide treatment selection and improve patient outcomes in a prospective interventional clinical study, as well as to progress AI-designed small molecules into the clinical setting. Our internal pipeline is focused on leveraging our precision medicine platform in oncology, while our partnered pipeline broadens our approach to other therapeutic areas. By pioneering a new approach to medicine creation, we believe the best ideas of science can rapidly become the best medicines for patients.

Visit us at https://www.exscientia.ai or follow us on Twitter @exscientiaAI.

Exscientia Forward-Looking Statements

This press release contains forward-looking statements as that term is defined in the Private Securities Litigation Reform Act of 1995, including with respect to the timing and progress of, and data reported from, clinical trials of Exscientia’s product candidates. Any statement describing Exscientia’s goals, plans, expectations, financial or other projections, intentions or beliefs is a forward-looking statement and should be considered an at-risk statement. Such statements are subject to a number of risks, uncertainties and assumptions, including those related to: the impact that the COVID-19 pandemic could have on the Company’s business, including the scope, progress and expansion of Exscientia’s product development efforts; the initiation, scope and progress of Exscientia’s and its partners’ planned and ongoing pre-clinical studies and clinical trials and ramifications for the cost thereof; clinical, scientific, regulatory and technical developments; the process of discovering, developing and commercialising product candidates that are safe and effective for use as human therapeutics; and the endeavour of building a business around such product candidates. In light of these risks and uncertainties, and other risks and uncertainties that are described in the Risk Factors section and other sections of Exscientia’s Annual Report on Form 20-F, filed with the Securities and Exchange Commission (SEC) on March 23, 2022 (File No. 001-40850), and other filings that Exscientia makes with the SEC from time to time (which are available at https://www.sec.gov/), the events and circumstances discussed in such forward-looking statements may not occur, and Exscientia’s actual results could differ materially and adversely from those anticipated or implied thereby. Although Exscientia’s forward-looking statements reflect the good faith judgment of its management, these statements are based only on facts and factors currently known by the Company. As a result, you are cautioned not to rely on these forward-looking statements.

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INDUSTRY KEYWORDS: Research Technology Clinical Trials Health Technology Biotechnology Pharmaceutical Health Science Oncology Artificial Intelligence

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