Adaptive Biotechnologies to Participate in the 43rd Annual Cowen Healthcare Conference

SEATTLE, Feb. 27, 2023 (GLOBE NEWSWIRE) — Adaptive Biotechnologies Corporation (“Adaptive Biotechnologies”) (Nasdaq: ADPT), a commercial stage biotechnology company that aims to translate the genetics of the adaptive immune system into clinical products to diagnose and treat disease, today announced it will be participating in the upcoming 43rd Annual Cowen Healthcare Conference in Boston, Masssachusetts.

Adaptive Biotechnologies’ management is scheduled to participate in a fireside chat on Monday, March 6th at 12:50 p.m. Eastern Time. Interested parties may access a live and archived webcast of the presentation on the “Investors” section of the company website at: www.adaptivebiotech.com.

About Adaptive Biotechnologies

Adaptive Biotechnologies (“we” or “our”) is a commercial-stage biotechnology company focused on harnessing the inherent biology of the adaptive immune system to transform the diagnosis and treatment of disease. We believe the adaptive immune system is nature’s most finely tuned diagnostic and therapeutic for most diseases, but the inability to decode it has prevented the medical community from fully leveraging its capabilities. Our proprietary immune medicine platform reveals and translates the massive genetics of the adaptive immune system with scale, precision and speed. We apply our platform to partner with biopharmaceutical companies, inform drug development, and develop clinical diagnostics across our two business areas: Minimal Residual Disease (MRD) and Immune Medicine. Our commercial products and clinical pipeline enable the diagnosis, monitoring, and treatment of diseases such as cancer, autoimmune disorders, and infectious diseases. Our goal is to develop and commercialize immune-driven clinical products tailored to each individual patient.

ADAPTIVE MEDIA

Erica Jones, Associate Director, Product Communications
206-279-2423
[email protected]

ADAPTIVE INVESTORS

Karina Calzadilla, Vice President, Investor Relations
201-396-1687
[email protected]



Wish to Participate in Upcoming Investor Conferences

SAN FRANCISCO, Feb. 27, 2023 (GLOBE NEWSWIRE) — ContextLogic Inc. (d/b/a Wish) (NASDAQ: WISH), one of the world’s largest mobile ecommerce platforms, today announced that its management team plans to participate in the following investor conferences in March:

  • Event: 10th Annual JMP Securities Technology Conference
  • Date: Monday, March 6, 2023
  • Location: San Francisco, Calif.
  • Participation: One-on-one meetings only
  • Event: Loop Capital Markets 2023 Virtual Investor Conference
  • Date: Monday, March 13, 2023
  • Participation: One-and-one meetings and fireside chat presentation
  • Fireside Chat: 1:00 PM ET

Portfolio managers and analysts who wish to request a meeting should contact their sales representative at each sponsoring firm. A live webcast of the fireside chat presentation at the Loop Capital Markets Virtual Investor Conference can be accessed by selecting “Investor Calendar” under the “News & Events” section of the Wish IR website at https://ir.wish.com. A replay of the webcast will be archived following the presentation in the “Investor Calendar” section.

About Wish

Wish brings an affordable and entertaining shopping experience to millions of consumers around the world. Since our founding in San Francisco in 2010, we have become one of the largest global ecommerce platforms, connecting millions of value-conscious consumers to merchants all over the world. Wish combines technology and data science capabilities and an innovative discovery-based mobile shopping experience to create a highly-visual, entertaining, and personalized shopping experience for its users. For more information about the company or to download the Wish mobile app, visit www.wish.com or follow @Wish on Facebook, Instagram and TikTok or @WishShopping on Twitter and YouTube.

Investor contact:

Ralph Fong, Wish
[email protected]

Media contact:

Carys Comerford-Green, Wish
[email protected]



Clarus Reports Fourth Quarter and Full Year 2022 Results

SALT LAKE CITY, Feb. 27, 2023 (GLOBE NEWSWIRE) — Clarus Corporation (NASDAQ: CLAR) (“Clarus” and/or the “Company”), a global company focused on the outdoor and consumer enthusiast markets, reported financial results for the fourth quarter and full year ended December 31, 2022.

Fourth Quarter 2022 Financial Summary vs. Same Year‐Ago
Quarter

  • Sales of $104.2 million compared to $118.2 million.
  • Gross margin was 34.6% compared to 36.1%.
  • Net loss of $81.6 million, or $(2.20) per diluted share, compared to net income of $14.0 million, or $0.36 per diluted share. Net loss in Q4 2022 included a non-cash impairment charge of $92.3 million in the Adventure segment.
  • Adjusted net income before non‐cash items of $7.3 million, or $0.20 per diluted share, compared to $17.4 million, or $0.45 per diluted share.
  • Adjusted EBITDA of $10.6 million with an adjusted EBITDA margin of 10.2% compared to $20.0 million with an adjusted EBITDA margin of 16.9%.

2022 Financial Summary vs. 2021

  • Sales increased 19% to $448.1 million compared to $375.8 million.
  • Gross margin was 36.5% compared to 36.4%; adjusted gross margin was 36.5% compared to 37.7%.
  • Net loss was $69.8 million, or $(1.88) per diluted share, compared to net income of $26.1 million, or $0.73 per diluted share. Net loss in 2022 included the $92.3 million non-cash impairment expense in the Adventure segment.
  • Adjusted net income before non‐cash items was $45.3 million, or $1.22 per diluted share, compared to $52.5 million, or $1.47 per diluted share.
  • Adjusted EBITDA of $63.0 million with an adjusted EBITDA margin of 14.1% compared to $61.5 million with an adjusted EBITDA margin of 16.4%.

Management
Commentary

“While 2022 will go down as one of our most challenging years given various macroeconomic headwinds, our brands were largely resilient, and our team was nimble and tenacious,” said Clarus President John Walbrecht. “As the challenges set-in, we acted quickly by pivoting to areas of our business experiencing less headwinds, and we prioritized expense reductions, free cash flow generation, and debt reduction.

“Our areas of focus were Precision Sports, as well markets outside of North American wholesale in our Outdoor segment. The results were evident as we drove a record fourth quarter in Precision Sports with sales growth of 10%. In Outdoor, our focus on Europe and our International Global Distributor (“IGD”) markets, which did not experience the magnitude of headwinds as North America, allowed us to drive constant currency growth in the fourth quarter of 15% in Europe and 7% in our IGD market. Our continued focus on apparel and our direct-to-consumer business in our Outdoor segment also helped to offset broader headwinds, growing 15% and 19% in the fourth quarter, respectively.

“The pivot towards liquidity improvement was also apparent during the fourth quarter. Our focus on reducing working capital and lowering costs allowed us to generate $30 million in free cash flow which we used to bring our leverage to the bottom end of our 2x to 3x target.

“As we look ahead, we intend to execute on the biggest opportunities within our existing segments and enhance our operational performance. We also plan to focus on our core consumer through community-centric investments in proven areas like our direct-to-consumer business. We expect that these actions will position us to return to sustainable profitable growth and, with that, strong shareholder value creation.

“Finally, we are excited by the recent announcement of Neil Fiske as the new President for Black Diamond. He will be responsible for accelerating growth and lifting profitability by capitalizing on attractive expansion opportunities across various categories, channels, and regions.”

Fourth Quarter 2022 Financial
Results

Sales in the fourth quarter were $104.2 million compared to $118.2 million in the same year‐ago quarter. The fourth quarter of 2022 included revenue contribution of $3.8 million from MAXTRAX, an acquisition completed on December 1, 2021. Organic sales were down 11% in the quarter, MAXTRAX contributed 2% and foreign currency exchange was a 3% headwind. Foreign currency exchange was unfavorable to sales by $3.7 million in the fourth quarter as the U.S. dollar continued to strengthen against the Euro and Australia dollar.

Sales in the Outdoor segment were $55.3 million, or $57.7 million on a constant currency basis, compared to $65.1 million in the year ago quarter. The decline primarily reflected inventory destocking trends at the Company’s key North American retail accounts, which were partially offset by growth in the direct-to-consumer channels and European and IGD markets. Precision Sport sales increased 10% to $30.3 million, reflecting continued strong demand and market share gains. Sales in the Adventure segment were $18.5 million, reflecting lower consumer demand given the challenging economic environment and constraints on new vehicle deliveries which impacted new product sales in both Australia and North America.

Gross margin in the fourth quarter was 34.6% compared to 36.1% in the year‐ago quarter due to higher freight costs and unfavorable foreign currency exchange movement. Higher freight costs negatively impacted gross margin by 90 basis points and foreign currency exchange had a 220-basis points impact.

Selling, general and administrative expenses in the fourth quarter were $33.1 million compared to $32.6 million in the same year‐ago quarter. The inclusion of MAXTRAX and higher rent and selling expenses at the Adventure segment were nearly offset by lower non-cash stock-based compensation for performance awards at the corporate level.

Net loss in the fourth quarter was $81.6 million, or $(2.20) per diluted share, compared to net income of $14.0 million, or $0.36 per diluted share, in the prior year quarter. Net loss in the fourth quarter of 2022 included a non-cash impairment charge of $92.3 million in the Adventure segment due to the decline in the Company’s stock price and lower sales and profitability in the segment compared to expectations.

Adjusted net income before non-cash items in the fourth quarter, which excludes non‐cash items and transaction costs, was $7.3 million, or $0.20 per diluted share, compared to $17.4 million, or $0.45 per diluted share, in the same year‐ago quarter.

Adjusted EBITDA in the fourth quarter was $10.6 million, or an adjusted EBITDA margin of 10.2%, compared to $20.0 million, or an adjusted EBITDA margin of 16.9%, in the same year‐ago quarter. The decline in adjusted EBITDA was driven by lower sales in the Adventure segment, as well as unfavorable movements in foreign currency exchange rates and higher freight costs.

Net cash provided by operating activities for the three months ended December 31, 2022, was $32.4 million compared to $16.8 million in the prior year quarter. Capital expenditures in the fourth quarter of 2022 were $2.0 million compared to $11.8 million in the prior year quarter, which included $9.5 million for the purchase of the existing Barnes facility in Mona, Utah. Free cash flow for the fourth quarter of 2022 was $30.3 million compared to $5.0 million in the prior year quarter due to collection of accounts receivable and reduced inventory levels compared to September 30, 2022.

Liquidity at December 31, 2022 vs. December 31, 2021

  • Cash and cash equivalents totaled $12.1 million compared to $19.5 million.
  • Total debt of $139.0 million compared to $141.5 million.
  • The Company’s credit facility matures in April of 2027 and bears interest at a variable rate that was approximately 6.3% at December 31, 2022.
  • Remaining access to approximately $98 million on the Company’s revolving line of credit.
  • Net debt leverage ratio of 2.0x compared to 2.0x

Full Year 2022 Financial
Results

Sales in 2022 increased 19% to a record $448.1 million compared to $375.8 million in 2021. The increase includes revenue contribution of $77.0 million from Rhino-Rack, an acquisition completed on July 1, 2021, and $15.9 million from MAXTRAX, an acquisition completed on December 1, 2021. Full year 2022 sales increased 1% on a proforma basis compared to 2021. Full year 2022 sales were negatively impacted by unfavorable foreign currency exchange movements of nearly $9 million compared to 2021.

From a segment perspective, Outdoor sales were up 1% to $222.3 million compared to 2021, Precision Sport sales were up 21% to $132.9 million and Adventure sales were $92.9 million.

Gross margin in 2022 improved to 36.5% compared to 36.4% in 2021 primarily due to the fair value inventory adjustment from the 2021 acquisitions not repeating in 2022, partially offset by unfavorable foreign currency exchange and higher freight costs. Adjusted gross margin in 2022 was 36.5% compared to 37.7% in the year-ago quarter.

Selling, general and administrative expenses in 2022 were $135.0 million compared to $105.5 million in 2021. The increase was primarily due to the inclusion of Rhino-Rack and MAXTRAX for the full year along with higher costs related to payroll and stock compensation expense at the corporate level and higher investment in the retail and direct to consumer initiatives in the Outdoor segment.

Net loss in 2022 was $69.8 million, or $(1.88) per diluted share, compared to net income of $26.1 million, or $0.73 per diluted share, in the prior year. Net loss in 2022 included the $92.3 million non-cash impairment charge in the Adventure segment discussed above.

Adjusted net income before non‐cash items in 2022, which excludes non‐cash items and transaction costs, was $45.3 million, or $1.22 per diluted share, compared to an adjusted net income before non‐cash items of $52.5 million, or $1.47 per diluted share, in 2021.

Adjusted EBITDA in 2022 was $63.0 million, or an adjusted EBITDA margin of 14.1%, compared to $61.5 million, or an adjusted EBITDA margin of 16.4%, in 2021.

Net cash provided by operating activities for the year ended December 31, 2022, was $14.6 million compared to $(0.3) million in 2021. Capital expenditures in 2022 were $8.2 million compared to $17.4 million in the prior year. Free cash flow for the year ended December 31, 2022, was $6.4 million compared to $(17.7) million in the same year‐ago period. This increase is primarily due to lower capital expenditures in 2022.

2023 Outlook

The Company expects fiscal year 2023 sales of approximately $420 million and adjusted EBITDA of approximately $60 million, or an adjusted EBITDA margin of 14.3%. In addition, capital expenditures are expected to range between $7 – $8 million and free cash flow is expected to range between $35 – $40 million for the full year 2023. Implicit in these expectations is caution and conservatism considering the challenging macro environment, higher interest rates, and the uncertain impact these challenges might have on the consumer.

Net Operating Loss
(NOL)

The Company estimates that it has available net operating loss (the “NOLs”) carryforwards for U.S. federal income tax purposes of approximately $17.7 million, which includes $1.8 million of U.S. federal NOL carryforwards that expire on December 31, 2023. The Company’s common stock is subject to a rights agreement dated February 7, 2008, that is intended to limit the number of 5% or more owners and therefore reduce the risk of a possible change of ownership under Section 382 of the Internal Revenue Code of 1986, as amended. Any such change of ownership under these rules would limit or eliminate the ability of the Company to use its existing NOLs for federal income tax purposes. However, there is no guaranty that the Company will be able fully utilize the NOLs to offset current and future earnings or that the rights agreement will achieve the objective of preserving the value of the NOLs.

Conference
Call

The Company will hold a conference call today at 5:00 p.m. Eastern time to discuss its fourth quarter 2022 results.

Date: Monday, February 27, 2023
Time: 5:00 p.m. Eastern time (3:00 p.m. Mountain time)
Registration Link: https://register.vevent.com/register/BIb931aede3576408897b50ed55fa33007

To access the call by phone, please register via the live call registration link above and you will be provided with dial-in instructions and details. If you have any difficulty connecting with the conference call, please contact Gateway Group at 1-949-574-3860.

The conference call will be broadcast live and available for replay here and on the Company’s website at www.claruscorp.com.

A replay of the conference call will be available after 7:00 p.m. Eastern Time on the same day through February 27, 2024.

About Clarus Corporation

Headquartered in Salt Lake City, Utah, Clarus Corporation is a global leading designer, developer, manufacturer and distributor of best-in-class outdoor equipment and lifestyle products focused on the outdoor and consumer enthusiast markets. Our mission is to identify, acquire and grow outdoor “super fan” brands through our unique “innovate and accelerate” strategy. We define a “super fan” brand as a brand that creates the world’s pre-eminent, performance-defining product that the best-in-class user cannot live without. Each of our brands has a long history of continuous product innovation for core and everyday users alike. The Company’s products are principally sold globally under the Black Diamond®, Rhino-Rack®, MAXTRAX®, Sierra®, and Barnes® brand names through outdoor specialty and online retailers, our own websites, distributors, and original equipment manufacturers. Our portfolio of iconic brands is well-positioned for sustainable, long-term growth underpinned by powerful industry trends across the outdoor and adventure sport end markets. For additional information, please visit www.claruscorp.com or the brand websites at www.blackdiamondequipment.com, www.rhinorack.com, www.maxtrax.com.au, www.sierrabullets.com, www.barnesbullets.com, www.pieps.com, or www.goclimbon.com.

Use of Non‐GAAP Measures

The Company reports its financial results in accordance with U.S. generally accepted accounting principles (“GAAP”). This press release contains the non-GAAP measures: (i) adjusted gross margin and adjusted gross profit, (ii) net income before non-cash items and related income per diluted share, and adjusted net income before non-cash items and related income per diluted share, (iii) earnings before interest, taxes, other income or expense, depreciation and amortization (“EBITDA”), EBITDA margin, adjusted EBITDA, and adjusted EBTIDA margin, and (iv) free cash flow (defined as net cash provided by operating activities less capital expenditures). The Company believes that the presentation of certain non-GAAP measures, i.e.: (i) adjusted gross margin and adjusted gross profit, (ii) net income before non-cash items and related income per diluted share, and adjusted net income before non-cash items and related income per diluted share, (iii) EBITDA, EBITDA margin, adjusted EBITDA and adjusted EBITDA margin, and (iv) free cash flow, provide useful information for the understanding of its ongoing operations and enables investors to focus on period- over-period operating performance, and thereby enhances the user’s overall understanding of the Company’s current financial performance relative to past performance and provides, along with the nearest GAAP measures, a baseline for modeling future earnings expectations. Non-GAAP measures are reconciled to comparable GAAP financial measures within this press release. The Company cautions that non-GAAP measures should be considered in addition to, but not as a substitute for, the Company’s reported GAAP results. Additionally, the Company notes that there can be no assurance that the above referenced non-GAAP financial measures are comparable to similarly titled financial measures used by other publicly traded companies.

Forward-Looking
Statements

Please note that in this press release we may use words such as “appears,” “anticipates,” “believes,” “plans,” “expects,” “intends,” “future,” and similar expressions which constitute forward-looking statements within the meaning of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements are made based on our expectations and beliefs concerning future events impacting the Company and therefore involve a number of risks and uncertainties. We caution that forward-looking statements are not guarantees and that actual results could differ materially from those expressed or implied in the forward-looking statements. Potential risks and uncertainties that could cause the actual results of operations or financial condition of the Company to differ materially from those expressed or implied by forward-looking statements in this release, include, but are not limited to, those risks and uncertainties more fully described from time to time in the Company’s public reports filed with the Securities and Exchange Commission, including under the section titled “Risk Factors” in the Company’s Annual Report on Form 10-K, and/or Quarterly Reports on Form 10-Q, as well as in the Company’s Current Reports on Form 8-K. All forward-looking statements included in this press release are based upon information available to the Company as of the date of this press release and speak only as of the date hereof. We assume no obligation to update any forward-looking statements to reflect events or circumstances after the date of this press release.

Company
Contacts:

John C. Walbrecht
President
Tel 1‐801‐993‐1344
[email protected]

Michael J. Yates
Chief Financial Officer
Tel 1‐801-993‐1304
[email protected]

Investor Relations
Contact:

Gateway Group, Inc.
Cody Slach
Tel 1‐949‐574‐3860
[email protected]

CLARUS CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited)
(In thousands, except per share amounts)
       
  December 31, 2022   December 31, 2021
Assets          
Current assets          
Cash $ 12,061     $ 19,465  
Accounts receivable, net   66,553       66,180  
Inventories   147,072       129,354  
Prepaid and other current assets   9,899       11,831  
Income tax receivable   3,034       116  
Total current assets   238,619       226,946  
           
Property and equipment, net   43,010       42,826  
Other intangible assets, net   55,255       73,683  
Indefinite-lived intangible assets   82,901       128,271  
Goodwill   62,993       118,090  
Deferred income taxes   17,912       22,433  
Other long-term assets   17,455       19,578  
Total assets $ 518,145     $ 631,827  
           
Liabilities and Stockholders’ Equity          
Current liabilities          
Accounts payable $ 27,052     $ 31,488  
Accrued liabilities   25,170       27,473  
Income tax payable   421       4,437  
Current portion of long-term debt   11,952       9,585  
Total current liabilities   64,595       72,983  
           
Long-term debt, net   127,082       131,948  
Deferred income taxes   18,506       35,280  
Other long-term liabilities   15,854       21,448  
Total liabilities   226,037       261,659  
           
Stockholders’ Equity          
Preferred stock, $0.0001 par value per share; 5,000          
shares authorized; none issued          
Common stock, $0.0001 par value per share; 100,000 shares authorized;          
41,637 and 41,105 issued and 37,048 and 37,094 outstanding, respectively   4       4  
Additional paid in capital   679,339       662,996  
Accumulated deficit   (336,843 )     (263,342 )
Treasury stock, at cost   (32,707 )     (24,440 )
Accumulated other comprehensive loss   (17,685 )     (5,050 )
Total stockholders’ equity   292,108       370,168  
Total liabilities and stockholders’ equity $ 518,145     $ 631,827  
           

CLARUS CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
(In thousands, except per share amounts)
           
  Three Months Ended
  December 31, 2022   December 31, 2021
           
Sales          
Domestic sales $ 56,224     $ 65,170  
International sales   47,958       53,013  
Total sales   104,182       118,183  
           
Cost of goods sold   68,124       75,501  
Gross profit   36,058       42,682  
           
Operating expenses          
Selling, general and administrative   33,080       32,591  
Transaction costs   87       2,571  
Contingent consideration benefit         (1,605 )
Impairment of goodwill and indefinite-lived intangible assets   92,311        
           
Total operating expenses   125,478       33,557  
           
Operating (loss) income   (89,420 )     9,125  
           
Other (expense) income          
Interest expense, net   (2,835 )     (1,013 )
Other, net   806       (119 )
           
Total other expense, net   (2,029 )     (1,132 )
           
(Loss) income before income tax   (91,449 )     7,993  
Income tax benefit   (9,845 )     (6,053 )
Net (loss) income $ (81,604 )   $ 14,046  
           
Net (loss) income per share:          
Basic $ (2.20 )   $ 0.39  
Diluted   (2.20 )     0.36  
           
Weighted average shares outstanding:          
Basic   37,039       36,037  
Diluted   37,039       38,980  
           

CLARUS CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
(In thousands, except per share amounts)
           
  Twelve Months Ended
  December 31, 2022   December 31, 2021
           
Sales          
Domestic sales $ 238,144     $ 225,878  
International sales   209,962       149,916  
Total sales   448,106       375,794  
           
Cost of goods sold   284,690       238,862  
Gross profit   163,416       136,932  
           
Operating expenses          
Selling, general and administrative   135,039       105,494  
Transaction costs   2,967       11,843  
Contingent consideration expense (benefit)   493       (1,605 )
Impairment of goodwill and indefinite-lived intangible assets   92,311        
           
Total operating expenses   230,810       115,732  
           
Operating (loss) income   (67,394 )     21,200  
           
Other income (expense)          
Interest expense, net   (7,895 )     (2,939 )
Other, net   (1,842 )     (4,382 )
           
Total other expense, net   (9,737 )     (7,321 )
           
(Loss) income before income tax   (77,131 )     13,879  
Income tax benefit   (7,351 )     (12,214 )
Net (loss) income $ (69,780 )   $ 26,093  
           
Net (loss) income per share:          
Basic $ (1.88 )   $ 0.79  
Diluted   (1.88 )     0.73  
           
Weighted average shares outstanding:          
Basic   37,201       33,136  
Diluted   37,201       35,686  
           

CLARUS CORPORATION
RECONCILIATION FROM GROSS PROFIT TO ADJUSTED GROSS PROFIT
AND ADJUSTED GROSS MARGIN
                 
THREE MONTHS ENDED
       
    December 31, 2022       December 31, 2021
                 
Gross profit as reported   $ 36,058     Gross profit as reported     42,682  
Plus impact of inventory fair value adjustment         Plus impact of inventory fair value adjustment     1,309  
Adjusted gross profit   $ 36,058     Adjusted gross profit   $ 43,991  
                 
Gross margin as reported     34.6%     Gross margin as reported     36.1%  
                 
Adjusted gross margin     34.6%     Adjusted gross margin     37.2%  
                 
TWELVE MONTHS ENDED
                 
    December 31, 2022       December 31, 2021
                 
Gross profit as reported   $ 163,416     Gross profit as reported     136,932  
Plus impact of inventory fair value adjustment     269     Plus impact of inventory fair value adjustment     4,769  
Adjusted gross profit   $ 163,685     Adjusted gross profit   $ 141,701  
                 
Gross margin as reported     36.5%     Gross margin as reported     36.4%  
                 
Adjusted gross margin     36.5%     Adjusted gross margin     37.7%  
                 

CLARUS CORPORATION
RECONCILIATION FROM NET (LOSS) INCOME TO NET INCOME BEFORE NON-CASH ITEMS, ADJUSTED
NET INCOME BEFORE NON-CASH ITEMS AND RELATED EARNINGS PER DILUTED SHARE
(In thousands, except per share amounts)
                       
  Three Months Ended
  December 31, 2022   Per Diluted
Share
  December 31, 2021   Per Diluted
Share
                       
                       
Net (loss) income $ (81,604 )   $ (2.20 )   $ 14,046     $ 0.36  
                       
Amortization of intangibles   3,586       0.10       3,863       0.10  
Depreciation   1,826       0.05       1,649       0.04  
Amortization of debt issuance costs   231       0.01       170       0.00  
Stock-based compensation   2,219       0.06       3,063       0.08  
Inventory fair value of purchase accounting               1,309       0.03  
Impairment of goodwill and indefinite-lived intangible assets   92,311       2.49              
Income tax benefit   (9,845 )     (0.27 )     (6,053 )     (0.16 )
Cash paid for income taxes   (1,484 )     (0.04 )     (1,631 )     (0.04 )
                       
Net income before non-cash items $ 7,240     $ 0.20     $ 16,416     $ 0.42  
                       
Transaction costs   87       0.00       2,571       0.07  
Contingent consideration (benefit)               (1,605 )     (0.04 )
State cash taxes on adjustments   (2 )     (0.00 )     (21 )     (0.00 )
                       
Adjusted net income before non-cash items $ 7,325     $ 0.20     $ 17,361     $ 0.45  
                       

CLARUS CORPORATION
RECONCILIATION FROM NET (LOSS) INCOME TO NET INCOME BEFORE NON-CASH ITEMS, ADJUSTED
NET INCOME BEFORE NON-CASH ITEMS AND RELATED EARNINGS PER DILUTED SHARE
(In thousands, except per share amounts)
                       
  Twelve Months Ended
  December 31, 2022   Per Diluted
Share
  December 31, 2021   Per Diluted
Share
                       
                       
Net (loss) income $ (69,780 )   $ (1.88 )   $ 26,093     $ 0.73  
                       
Amortization of intangibles   15,326       0.41       9,834       0.28  
Depreciation   7,626       0.20       5,985       0.17  
Amortization of debt issuance costs   824       0.02       505       0.01  
Stock-based compensation   11,361       0.31       9,477       0.27  
Inventory fair value of purchase accounting   269       0.01       4,769       0.13  
Impairment of goodwill and indefinite-lived intangible assets   92,311       2.48              
Income tax benefit   (7,351 )     (0.20 )     (12,214 )     (0.34 )
Cash paid for income taxes   (8,639 )     (0.23 )     (1,984 )     (0.06 )
                       
Net income before non-cash items $ 41,947     $ 1.13     $ 42,465     $ 1.19  
                       
Transaction costs   2,967       0.08       11,843       0.33  
Contingent consideration (benefit)   493       0.01       (1,605 )     (0.04 )
State cash taxes on adjustments   (63 )     (0.00 )     (225 )     (0.01 )
                       
Adjusted net income before non-cash items $ 45,344     $ 1.22     $ 52,478     $ 1.47  
                       

CLARUS CORPORATION
RECONCILIATION FROM NET (LOSS) INCOME TO EARNINGS BEFORE INTEREST, TAXES, DEPRECIATION, AND AMORTIZATION (EBITDA), AND ADJUSTED EBITDA
               
(In thousands)
           
  Three Months Ended
  December 31, 2022   December 31, 2021
           
           
Net (loss) income $ (81,604 )   $ 14,046  
           
Income tax benefit   (9,845 )     (6,053 )
Other, net   (806 )     119  
Interest expense, net   2,835       1,013  
           
Operating (loss) income   (89,420 )     9,125  
           
Depreciation   1,826       1,649  
Amortization of intangibles   3,586       3,863  
           
EBITDA   (84,008 )     14,637  
           
Transaction costs   87       2,571  
Contingent consideration benefit         (1,605 )
Inventory fair value of purchase accounting         1,309  
Impairment of goodwill and indefinite-lived intangible assets   92,311        
Stock-based compensation   2,219       3,063  
           
Adjusted EBITDA $ 10,609     $ 19,975  
           

CLARUS CORPORATION
RECONCILIATION FROM NET (LOSS) INCOME TO EARNINGS BEFORE INTEREST, TAXES, DEPRECIATION, AND AMORTIZATION (EBITDA), AND ADJUSTED EBITDA
               
(In thousands)
           
  Twelve Months Ended
  December 31, 2022   December 31, 2021
           
           
Net (loss) income $ (69,780 )   $ 26,093  
           
Income tax benefit   (7,351 )     (12,214 )
Other, net   1,842       4,382  
Interest expense, net   7,895       2,939  
           
Operating (loss) income   (67,394 )     21,200  
           
Depreciation   7,626       5,985  
Amortization of intangibles   15,326       9,834  
           
EBITDA   (44,442 )     37,019  
           
Transaction costs   2,967       11,843  
Contingent consideration expense (benefit)   493       (1,605 )
Inventory fair value of purchase accounting   269       4,769  
Impairment of goodwill and indefinite-lived intangible assets   92,311        
Stock-based compensation   11,361       9,477  
           
Adjusted EBITDA $ 62,959     $ 61,503  
           



James River Announces Fourth Quarter And Full Year 2022 Results

PEMBROKE, Bermuda, Feb. 27, 2023 (GLOBE NEWSWIRE) — James River Group Holdings, Ltd. (“James River” or the “Company”) (NASDAQ: JRVR) today reported fourth quarter 2022 net income available to common shareholders of $15.1 million ($0.40 per diluted share), compared to a net loss available to common shareholders of $66.3 million ($1.78 per diluted share) for the fourth quarter of 2021. Adjusted net operating income1 for the fourth quarter of 2022 was $20.2 million ($0.53 per diluted share), compared to an adjusted net operating loss1 of $67.5 million ($1.81 per diluted share) for the fourth quarter of 2021.

Fourth Quarter 2022 Highlights:

  • Group combined ratio of 91.7% and Excess and Surplus Lines (“E&S”) segment combined ratio of 84.5% on business not subject to retroactive reinsurance accounting for loss portfolio transfers (the “combined ratio”). Unless specified otherwise, all underwriting performance ratios presented herein are for our business not subject to retroactive reinsurance accounting for loss portfolio transfers.
  • E&S segment gross and net written premium growth of 11.3% and 20.5%, respectively, due to broad based growth, renewal rate increases and increased net retention.
  • Net investment income increased 88.1% compared to the prior year quarter, and 31.9% sequentially compared to the third quarter of 2022, due to stronger returns from all asset classes.
  • Adjusted net operating return on tangible common equity1 of 23.5%.

Full Year 2022 Highlights:

  • Group combined ratio of 93.5% was the lowest since 2014, and E&S segment combined ratio of 85.1% was the lowest since 2016.
  • E&S segment gross and net written premium growth of 10.5% and 17.5%, respectively, with renewal rate increases averaging 10%.
  • Underwriting profit of $49.6 million is the highest in the Company’s history and compares to the previous high of $29.5 million in 2016.
  • Adjusted net operating return on tangible common equity1 of 17.4%.

_______________________
1 Adjusted net operating income (loss) and adjusted net operating return on tangible common equity are non-GAAP financial measures. See “Non-GAAP Financial Measures” and “Reconciliation of Non-GAAP Financial Measures” at the end of this press release.

Frank D’Orazio, the Company’s Chief Executive Officer, commented, “The fourth quarter of 2022 capped a year of significant progress and profitable momentum for James River, while positioning the Company extremely well for the future. We continue to take advantage of compelling underwriting conditions in our insurance businesses, generating attractive growth, and validating the strength of our underwriting franchise. Moreover, we have decided to suspend underwriting activities in our Casualty Reinsurance segment, which we believe repositions the Company around its core strengths.”

Fourth Quarter 2022 Operating Results

  • Gross written premium of $378.4 million, consisting of the following:
  Three Months Ended

December 31,
 

($ in thousands)
2022   2021  
% Change
Excess and Surplus Lines $ 245,462   $ 220,612   11 %
Specialty Admitted Insurance   116,142     114,161   2 %
Casualty Reinsurance   16,821     72,526   (77 )%
  $ 378,425   $ 407,299   (7  )%

  • Net written premium of $187.7 million, consisting of the following:
  Three Months Ended

December 31,
 

($ in thousands)
2022   2021  
% Change
Excess and Surplus Lines $ 156,358   $ 129,773   20 %
Specialty Admitted Insurance   18,866     17,854   6 %
Casualty Reinsurance   12,454     70,340   (82 )%
  $ 187,678   $ 217,967   (14 )%

  • Net earned premium of $199.9 million, consisting of the following:
  Three Months Ended

December 31,
 

($ in thousands)
2022   2021  
% Change
Excess and Surplus Lines $ 147,317   $ 134,587   9 %
Specialty Admitted Insurance   18,854     20,715   (9 )%
Casualty Reinsurance   33,715     36,386   (7 )%
  $ 199,886   $ 191,688   4 %
                 
  • E&S gross written premium for the fourth quarter of 2022 increased 11.3% compared to the prior year quarter, while net written premium increased 20.5% due to higher net retention within our excess casualty unit. Premium growth was broad based, with nine of thirteen underwriting divisions experiencing growth, led by general casualty, excess casualty and manufacturers and contractors. Renewal rate increases were 6.5% during the fourth quarter of 2022. This represents the twenty-fourth consecutive quarter of renewal rate increases compounding to 64.2%.
  • Gross written premium for the Specialty Admitted Insurance segment increased 1.7% from the prior year quarter. During the quarter there was a combined 8.0% reduction to premium from our individual risk workers’ compensation business and our large workers’ compensation fronted program. The remaining segment premium increased 7.5% despite the loss of a fronting partner that was acquired at the end of 2021.
  • Gross written premium in the Casualty Reinsurance segment decreased 76.8% compared to the prior year quarter primarily driven by the non-renewal of several treaties, as discussed previously. For the full year 2022, gross written premium declined 53.2% and was approximately in-line with our previously disclosed plan. The earning patterns of the business can extend over multiple years, so declines in net earned premium for this segment will lag the expected decline in gross and net written premium and for that reason, we expect to continue to have earned premium during 2023.
  • Pre-tax favorable (unfavorable) reserve development by segment on business not subject to retroactive reinsurance accounting for loss portfolio transfers was as follows:
  Three Months Ended

December 31,

($ in thousands)
2022   2021
Excess and Surplus Lines $ 258     $ 17  
Specialty Admitted Insurance   1,400        
Casualty Reinsurance   (6,630 )     (115,013 )
  $ (4,972 )   $ (114,996 )
               
  • During the fourth quarter of 2022, the Company reported modest favorable reserve development in E&S and Specialty Admitted segments. The Casualty Reinsurance segment experienced higher reported loss trends during the fourth quarter of 2022, which resulted in adverse development on treaties subject to the Casualty Reinsurance loss portfolio transfer retrocession agreement (the “Casualty Reinsurance LPT”) and select treaties not subject to the Casualty Reinsurance LPT. Adverse development on treaties not subject to the Casualty Reinsurance LPT totaled $6.6 million. The Company also recognized a $6.1 million increase in losses subject to the Casualty Reinsurance LPT.
  • Gross fee income was as follows:
  Three Months Ended

December 31,
 

($ in thousands)
2022   2021  
% Change
Specialty Admitted Insurance $ 6,267   $ 6,474   (3 )%
                 
  • The consolidated expense ratio was 23.9% for the fourth quarter of 2022, and increased from 13.9% in the prior year fourth quarter. The expense ratio in the prior year period benefited from favorable commission expense adjustments related to prior accident year losses in the Casualty Reinsurance segment that had a 6.6 point impact on the consolidated expense ratio, as well as higher ceding commission in our E&S segment prior to our change in retention effective in the third quarter of 2022 and lower compensation expenses.

Investment Results

Net investment income for the fourth quarter of 2022 was $22.8 million, an increase of 88.1% compared to $12.1 million for the same period in 2021. Growth in income from fixed maturities, bank loans and equities was 66.4% compared to the prior year quarter, and was driven by higher yields and growth in the portfolio from positive operating cash flow. During the fourth quarter of 2022, a portion of the Company’s renewable energy investments were sold and resulted in a gain of approximately $1.0 million. This sale increased income from renewable energy investments during the period.

The Company’s net investment income consisted of the following:

  Three Months Ended

December 31,
 

($ in thousands)
2022   2021  
% Change
Renewable Energy Investments $ 1,339   $ (1,134 )   NM  
Other Private Investments   83     406     (80 )%
All Other Net Investment Income   21,411     12,867     66 %
Total Net Investment Income $ 22,833   $ 12,139     88 %
                   

The Company’s annualized gross investment yield on average fixed maturity, bank loan and equity securities for the three months ended December 31, 2022 was 4.0% (as compared to 2.8% for the three months ended December 31, 2021). The investment yield increased primarily as a result of higher market yields on fixed maturity securities and bank loans.

Net realized and unrealized gains on investments of $1.6 million for the three months ended December 31, 2022 compares to net realized and unrealized gains on investments of $1.8 million in the prior year quarter. The majority of the realized and unrealized gains during the fourth quarter of 2022 were related to changes in fair values of our small portfolio of common equity securities.

Taxes

The Company’s effective tax rate fluctuates from period to period based on the relative mix of income reported by country and the respective tax rates imposed by each tax jurisdiction. The effective tax rate for the year ended December 31, 2022 was 37.3%. The tax rate is impacted by the geographic mix of income, as losses in Bermuda do not create tax deductions for the Company.

Tangible Equity

Tangible equity2 of $501.2 million at December 31, 2022 increased 5.6% compared to tangible equity of $474.9 million at September 30, 2022, due to net income available to common shareholders and a decrease in unrealized losses in the Company’s fixed maturity portfolio. Accumulated other comprehensive (loss) income (“AOCI”) improved by $12.2 million during the fourth quarter of 2022, due to an increase in the value of the Company’s fixed maturity securities.

Tangible equity excluding AOCI was $664.3 million at December 31, 2022 compared to $477.5 million at December 31, 2021, with the increase driven by positive net income and proceeds from the Series A preferred shares issued during the first quarter of 2022.

_______________________
2 Tangible equity is a non-GAAP financial measure. See “Non-GAAP Financial Measures” and “Reconciliation of Non-GAAP Financial Measures” at the end of this press release.

Capital Management

The Company announced that its Board of Directors declared a cash dividend of $0.05 per common share. This dividend is payable on March 31, 2023 to all shareholders of record on March 13, 2023.

Conference Call

James River will hold a conference call to discuss its fourth quarter results tomorrow, February 28, 2023 at 8:30 a.m. Eastern Time. Investors may access the conference call by dialing (800) 715-9871, Conference ID 3314205, or via the internet by visiting www.jrvrgroup.com and clicking on the “Investor Relations” link. A webcast replay of the call will be available by visiting the company website.

Forward-Looking Statements

This press release contains forward-looking statements as that term is defined in the Private Securities Litigation Reform Act of 1995. In some cases, such forward-looking statements may be identified by terms such as believe, expect, seek, may, will, should, intend, project, anticipate, plan, estimate, guidance or similar words. Forward-looking statements involve risks and uncertainties that could cause actual results to differ materially from those in the forward-looking statements. Although it is not possible to identify all of these risks and uncertainties, they include, among others, the following: the inherent uncertainty of estimating reserves and the possibility that incurred losses may be greater than our loss and loss adjustment expense reserves; inaccurate estimates and judgments in our risk management may expose us to greater risks than intended; downgrades in the financial strength rating of our regulated insurance subsidiaries impacting our ability to attract and retain insurance and reinsurance business that our subsidiaries write, our competitive position, and our financial condition; the potential loss of key members of our management team or key employees and our ability to attract and retain personnel; adverse economic factors resulting in the sale of fewer policies than expected or an increase in the frequency or severity of claims, or both; the impact of a persistent high inflationary environment on our reserves, the values of our investments and investment returns, and our compensation expenses; exposure to credit risk, interest rate risk and other market risk in our investment portfolio; reliance on a select group of brokers and agents for a significant portion of our business and the impact of our potential failure to maintain such relationships; reliance on a select group of customers for a significant portion of our business and the impact of our potential failure to maintain, or decision to terminate, such relationships; our ability to obtain reinsurance coverage at prices and on terms that allow us to transfer risk, adequately protect our company against financial loss and that supports our growth plans; losses resulting from reinsurance counterparties failing to pay us on reinsurance claims, insurance companies with whom we have a fronting arrangement failing to pay us for claims, or a former customer with whom we have an indemnification arrangement failing to perform its reimbursement obligations, and our potential inability to demand or maintain adequate collateral to mitigate such risks; inadequacy of premiums we charge to compensate us for our losses incurred; changes in laws or government regulation, including tax or insurance law and regulations; changes in U.S. tax laws and the interpretation of certain provisions of the 2017 Tax Act (including associated regulations), which may be retroactive and could have a significant effect on us including, among other things, by potentially increasing our tax rate, as well as on our shareholders; in the event we do not qualify for the insurance company exception to the passive foreign investment company (“PFIC”) rules and are therefore considered a PFIC, there could be material adverse tax consequences to an investor that is subject to U.S. federal income taxation; the Company or any of its foreign subsidiaries becoming subject to U.S. federal income taxation; a failure of any of the loss limitations or exclusions we utilize to shield us from unanticipated financial losses or legal exposures, or other liabilities; losses from catastrophic events, such as natural disasters and terrorist acts, which substantially exceed our expectations and/or exceed the amount of reinsurance we have purchased to protect us from such events; the effects of the COVID-19 pandemic and associated government actions on our operations and financial performance; potential effects on our business of emerging claim and coverage issues; the potential impact of internal or external fraud, operational errors, systems malfunctions or cyber security incidents; our ability to manage our growth effectively; failure to maintain effective internal controls in accordance with the Sarbanes-Oxley Act of 2002, as amended (“Sarbanes-Oxley”); changes in our financial condition, regulations or other factors that may restrict our subsidiaries’ ability to pay us dividends; and an adverse result in any litigation or legal proceedings we are or may become subject to. Additional information about these risks and uncertainties, as well as others that may cause actual results to differ materially from those in the forward-looking statements, is contained in our filings with the U.S. Securities and Exchange Commission (“SEC”), including our most recently filed Annual Report on Form 10-K. These forward-looking statements speak only as of the date of this release and the Company does not undertake any obligation to update or revise any forward-looking information to reflect changes in assumptions, the occurrence of unanticipated events, or otherwise.

Non-GAAP Financial Measures

In presenting James River Group Holdings, Ltd.’s results, management has included financial measures that are not calculated under standards or rules that comprise accounting principles generally accepted in the United States (“GAAP”). Such measures, including underwriting profit (loss), adjusted net operating income (loss), tangible equity, tangible common equity, adjusted net operating return on tangible equity (which is calculated as annualized adjusted net operating income (loss) divided by the average quarterly tangible equity balances in the respective period), and adjusted net operating return on tangible common equity (which is calculated as annualized adjusted net operating income (loss) divided by the average quarterly tangible common equity balances in the respective period), are referred to as non-GAAP measures. These non-GAAP measures may be defined or calculated differently by other companies. These measures should not be viewed as a substitute for those measures determined in accordance with GAAP. Reconciliations of such measures to the most comparable GAAP figures are included at the end of this press release.

About James River Group Holdings, Ltd.

James River Group Holdings, Ltd. is a Bermuda-based insurance holding company that owns and operates a group of specialty insurance and reinsurance companies. The Company operates in three specialty property-casualty insurance and reinsurance segments: Excess and Surplus Lines, Specialty Admitted Insurance and Casualty Reinsurance. Each of the Company’s regulated insurance subsidiaries are rated “A-” (Excellent) by A.M. Best Company.

Visit James River Group Holdings, Ltd. on the web at www.jrvrgroup.com

For more information contact:

Brett Shirreffs
SVP, Finance, Investments and Investor Relations
[email protected]



James River Group Holdings, Ltd. and Subsidiaries


Condensed Consolidated Balance Sheet Data

(Unaudited)


($ in thousands, except for share data) 
December 31,
2022
  December 31,
2021
ASSETS      
Invested assets:      
Fixed maturity securities, available-for-sale, at fair value $ 1,783,417   $ 1,677,561
Equity securities, at fair value   118,627     108,410
Bank loan participations, at fair value   154,991     156,043
Short-term investments   107,812     136,563
Other invested assets   27,447     51,908
Total invested assets   2,192,294     2,130,485
       
Cash and cash equivalents   173,164     190,123
Restricted cash equivalents (a)   103,215     102,005
Accrued investment income   14,418     11,037
Premiums receivable and agents’ balances, net   340,525     393,967
Reinsurance recoverable on unpaid losses, net   1,520,113     1,348,628
Reinsurance recoverable on paid losses   114,242     82,235
Deferred policy acquisition costs   59,603     68,526
Goodwill and intangible assets   217,507     217,870
Other assets   401,994     403,674
Total assets $ 5,137,075   $ 4,948,550
       
LIABILITIES AND SHAREHOLDERS’ EQUITY      
Reserve for losses and loss adjustment expenses $ 2,768,995   $ 2,748,473
Unearned premiums   676,016     727,552
Funds held (a)   310,953     97,360
Deferred reinsurance gain   20,091     0
Senior debt   222,300     262,300
Junior subordinated debt   104,055     104,055
Accrued expenses   59,566     57,920
Other liabilities   276,435     225,528
Total liabilities   4,438,411     4,223,188
       
Series A redeemable preferred shares   144,898     0
Total shareholders’ equity   553,766     725,362
Total liabilities, Series A redeemable preferred shares, and shareholders’ equity $ 5,137,075   $ 4,948,550
       
Tangible equity (b) $ 501,248   $ 507,492
Tangible equity per share outstanding (b) $ 11.63   $ 13.58
Shareholders’ equity per share outstanding $ 14.78   $ 19.41
Common shares outstanding   37,470,237     37,373,066
       
(a) Restricted cash equivalents and the funds held liability includes funds posted by the Company to a trust account for the benefit of a third party administrator handling the claims on the Rasier commercial auto policies in run-off. Such funds held in trust secure the Company’s obligations to reimburse the administrator for claims payments, and are primarily sourced from the collateral posted to the Company by Rasier and its affiliates to support their obligations under the indemnity agreements and the loss portfolio transfer reinsurance agreement with the Company. The funds held liability also includes a notional funds withheld account balance related to the loss portfolio transfer retrocession transaction that our Casualty Reinsurance segment entered into in the first quarter of 2022, which will be reduced on a quarterly basis by paid losses on the subject business.
(b) See “Reconciliation of Non-GAAP Measures”      



James River Group Holdings, Ltd. and Subsidiaries

Condensed Consolidated Income (Loss) Statement Data

(Unaudited)

  Three Months Ended

December 31,
  Twelve Months Ended

December 31,

($ in thousands, except for share data)
2022   2021   2022   2021
REVENUES              
Gross written premiums $ 378,425     $ 407,299     $ 1,496,580     $ 1,507,299  
Net written premiums   187,678       217,967       748,479       744,380  
               
Net earned premiums   199,886       191,688       766,161       695,594  
Net investment income   22,833       12,139       71,111       56,865  
Net realized and unrealized gains (losses) on investments   1,556       1,826       (28,318 )     15,564  
Other income   1,438       1,687       4,742       4,857  
Total revenues   225,713       207,340       813,696       772,880  
               
EXPENSES              
Losses and loss adjustment expenses (a)   134,829       242,774       544,814       792,352  
Other operating expenses   48,876       28,278       195,557       164,692  
Other expenses   5,419       354       5,997       2,585  
Interest expense   6,287       2,230       17,578       8,922  
Amortization of intangible assets   91       91       363       363  
Total expenses   195,502       273,727       764,309       968,914  
Income (loss) before taxes   30,211       (66,387 )     49,387       (196,034 )
Income tax expense (benefit)   12,486       (94 )     18,414       (23,235 )
NET INCOME (LOSS) $ 17,725     $ (66,293 )   $ 30,973     $ (172,799 )
Dividends on Series A preferred shares   (2,625 )     0       (8,750 )     0  
NET INCOME (LOSS) AVAILABLE TO COMMON SHAREHOLDERS $ 15,100     $ (66,293 )   $ 22,223     $ (172,799 )
ADJUSTED NET OPERATING INCOME (LOSS)
(b)
$ 20,151     $ (67,465 )   $ 69,542     $ (184,245 )
               
INCOME (LOSS) PER COMMON SHARE              
Basic $ 0.40     $ (1.78 )   $ 0.59     $ (4.94 )
Diluted $ 0.40     $ (1.78 )   $ 0.59     $ (4.94 )
               
ADJUSTED NET OPERATING INCOME (LOSS) PER COMMON SHARE        
Basic $ 0.54     $ (1.81 )   $ 1.86     $ (5.27 )
Diluted $ 0.53     $ (1.81 )   $ 1.85     $ (5.27 )
               
Weighted-average common shares outstanding:              
Basic   37,463,802       37,318,807       37,442,856       34,956,957  
Diluted   37,675,679       37,318,807       37,650,969       34,956,957  
Cash dividends declared per common share $ 0.05     $ 0.30     $ 0.20     $ 1.20  
               
Ratios:              
Loss ratio   67.8 %     126.7 %     68.5 %     113.9 %
Expense ratio (c)   23.9 %     13.9 %     25.0 %     23.0 %
Combined ratio   91.7 %     140.6 %     93.5 %     136.9 %
Accident year loss ratio   65.3 %     66.7 %     67.3 %     67.1 %
Accident year loss ratio ex-catastrophe losses   65.3 %     66.7 %     66.7 %     66.4 %
               
(a) Losses and loss adjustment expenses include a $0.7 million benefit and a $20.1 million expense for unrecognized deferred retroactive reinsurance gain for the three and twelve months ended December 31, 2022, respectively.
(b) See “Reconciliation of Non-GAAP Measures”.
(c) Calculated with a numerator comprising other operating expenses less gross fee income (in specific instances when the Company is not retaining insurance risk) included in “Other income” in our Condensed Consolidated Income Statements of $1.1 million and $3.8 million for the three and twelve months ended months ended December 31, 2022, respectively ($1.6 million and $4.5 million in the respective prior year periods), and a denominator of net earned premiums.



James River Group Holdings, Ltd. and Subsidiaries

Segment Results

EXCESS AND SURPLUS LINES

  Three Months Ended

December 31,
      Twelve Months Ended

December 31,
   

($ in thousands)
2022   2021   %
Change
  2022   2021   %
Change
Gross written premiums $ 245,462     $ 220,612     11.3 %   $ 921,164     $ 833,657     10.5 %
Net written premiums $ 156,358     $ 129,773     20.5 %   $ 589,056     $ 501,250     17.5 %
                       
Net earned premiums $ 147,317     $ 134,587     9.5 %   $ 555,597     $ 486,000     14.3 %
Losses and loss adjustment expenses excluding retroactive reinsurance   (95,888 )     (87,749 )   9.3 %     (366,352 )     (516,299 )   (29.0 )%
Underwriting expenses   (28,571 )     (22,760 )   25.5 %     (106,194 )     (91,179 )   16.5 %
Underwriting profit (loss) (a) $ 22,858     $ 24,078     (5.1 )%   $ 83,051     $ (121,478 )    
                       
Ratios:                      
Loss ratio   65.1 %     65.2 %         65.9 %     106.2 %    
Expense ratio   19.4 %     16.9 %         19.2 %     18.8 %    
Combined ratio   84.5 %     82.1 %         85.1 %     125.0 %    
Accident year loss ratio   65.3 %     65.2 %         66.0 %     67.0 %    
Accident year loss ratio ex-catastrophe losses   65.3 %     65.2 %         65.1 %     66.0 %    
                       
(a) See “Reconciliation of Non-GAAP Measures”.



SPECIALTY ADMITTED INSURANCE

  Three Months Ended

December 31,
      Twelve Months Ended

December 31,
   

($ in thousands)
2022   2021   %
Change
  2022   2021   %
Change
Gross written premiums $ 116,142     $ 114,161     1.7 %   $ 490,208     $ 491,561     (0.3 )%
Net written premiums $ 18,866     $ 17,854     5.7 %   $ 76,390     $ 83,935     (9.0 )%
                       
Net earned premiums $ 18,854     $ 20,715     (9.0 )%   $ 74,137     $ 75,371     (1.6 )%
Losses and loss adjustment expenses   (14,519 )     (16,504 )   (12.0 )%     (58,548 )     (55,875 )   4.8 %
Underwriting expenses   (1,847 )     (1,032 )   79.0 %     (11,355 )     (9,829 )   15.5 %
Underwriting profit (a), (b) $ 2,488     $ 3,179     (21.7 )%   $ 4,234     $ 9,667     (56.2 )%
                       
Ratios:                      
Loss ratio   77.0 %     79.7 %         79.0 %     74.1 %    
Expense ratio   9.8 %     5.0 %         15.3 %     13.1 %    
Combined ratio   86.8 %     84.7 %         94.3 %     87.2 %    
Accident year loss ratio   84.4 %     79.7 %         84.6 %     77.5 %    
                       
(a) See “Reconciliation of Non-GAAP Measures”.                    
(b) Underwriting results for the three and twelve months ended months ended December 31, 2022 include gross fee income of $6.3 million and $23.6 million, respectively ($6.5 million and $22.7 million in the respective prior year periods).



CASUALTY REINSURANCE

  Three Months Ended

December 31,
        Twelve Months Ended

December 31,
   

($ in thousands)
2022   2021   %
Change
  2022   2021   %
Change
Gross written premiums $ 16,821     $ 72,526     (76.8 )%   $ 85,208     $ 182,081     (53.2 )%
Net written premiums $ 12,454     $ 70,340     (82.3 )%   $ 83,033     $ 159,195     (47.8 )%
                         
Net earned premiums $ 33,715     $ 36,386     (7.3 )%   $ 136,427     $ 134,223     1.6 %
Losses and loss adjustment expenses   (25,104 )     (138,521 )   (81.9 )%     (99,823 )     (220,178 )   (54.7 )%
Underwriting expenses   (11,260 )     1,466           (42,987 )     (31,571 )   36.2 %
Underwriting loss (a) $ (2,649 )   $ (100,669 )   (97.4 )%   $ (6,383 )   $ (117,526 )   (94.6 )%
                         
Ratios:                        
Loss ratio   74.5 %     380.7 %           73.2 %     164.0 %    
Expense ratio   33.4 %   (4.0 )%           31.5 %     23.6 %    
Combined ratio   107.9 %     376.7 %           104.7 %     187.6 %    
Accident year loss ratio   54.8 %     64.6 %           63.3 %     61.5 %    
                         
(a) See “Reconciliation of Non-GAAP Measures”.           
                       


Underwriting Performance Ratios

The following table provides the underwriting performance ratios of the Company inclusive of the business subject to retroactive reinsurance accounting for loss portfolio transfers. There is no economic impact to the Company over the life of a loss portfolio transfer contract so long as any additional losses subject to the contract are within the limit of the loss portfolio transfer and the counterparty performs under the contract. Retroactive reinsurance accounting is not indicative of our current and ongoing operations. Management believes that providing loss ratios and combined ratios on business not subject to retroactive reinsurance accounting for loss portfolio transfers gives the users of our financial statements useful information in evaluating our current and ongoing operations.

  Three Months Ended

December 31,
  Twelve Months Ended

December 31,
  2022   2021   2022   2021
Excess and Surplus Lines:              
Loss Ratio 65.1 %   65.2 %   65.9 %   106.2 %
Impact of retroactive reinsurance (3.4 )%   %   2.8 %   %
Loss Ratio including impact of retroactive reinsurance 61.7 %   65.2 %   68.7 %   106.2 %
               
Combined Ratio 84.5 %   82.1 %   85.1 %   125.0 %
Impact of retroactive reinsurance (3.4 )%   %   2.8 %   %
Combined Ratio including impact of retroactive reinsurance 81.1 %   82.1 %   87.9 %   125.0 %
               
Casualty Reinsurance:              
Loss Ratio 74.5 %   380.7 %   73.2 %   164.0 %
Impact of retroactive reinsurance 12.9 %   %   3.2 %   %
Loss Ratio including impact of retroactive reinsurance 87.4 %   380.7 %   76.4 %   164.0 %
               
Combined Ratio 107.9 %   376.7 %   104.7 %   187.6 %
Impact of retroactive reinsurance 12.9 %   %   3.2 %   %
Combined Ratio including impact of retroactive reinsurance 120.8 %   376.7 %   107.9 %   187.6 %
               
Consolidated:              
Loss Ratio 67.8 %   126.7 %   68.5 %   113.9 %
Impact of retroactive reinsurance (0.3 )%   %   2.6 %   %
Loss Ratio including impact of retroactive reinsurance 67.5 %   126.7 %   71.1 %   113.9 %
               
Combined Ratio 91.7 %   140.6 %   93.5 %   136.9 %
Impact of retroactive reinsurance (0.3 )%   %   2.6 %   %
Combined Ratio including impact of retroactive reinsurance 91.4 %   140.6 %   96.1 %   136.9 %



RECONCILIATION OF NON-GAAP MEASURES



Underwriting Profit

The following table reconciles the underwriting profit by individual operating segment and for the entire Company to consolidated income before taxes. We believe that the disclosure of underwriting profit by individual segment and of the Company as a whole is useful to investors, analysts, rating agencies and other users of our financial information in evaluating our performance because our objective is to consistently earn underwriting profits. We evaluate the performance of our segments and allocate resources based primarily on underwriting profit. We define underwriting profit as net earned premiums and gross fee income (in specific instances when the Company is not retaining insurance risk) less losses and loss adjustment expenses, excluding the impact of loss portfolio transfers accounted for as retroactive reinsurance and other operating expenses. Other operating expenses include the underwriting, acquisition, and insurance expenses of the operating segments and, for consolidated underwriting profit, the expenses of the Corporate and Other segment. Our definition of underwriting profit may not be comparable to that of other companies.

  Three Months Ended

December 31,
  Twelve Months Ended

December 31,

($ in thousands)
2022   2021   2022   2021
Underwriting profit (loss) of the operating segments:              
Excess and Surplus Lines $ 22,858     $ 24,078     $ 83,051     $ (121,478 )
Specialty Admitted Insurance   2,488       3,179       4,234       9,667  
Casualty Reinsurance   (2,649 )     (100,669 )     (6,383 )     (117,526 )
Total underwriting profit (loss) of operating segments   22,697       (73,412 )     80,902       (229,337 )
Other operating expenses of the Corporate and Other segment   (6,051 )     (4,351 )     (31,260 )     (27,609 )
Underwriting profit (loss) (a)   16,646       (77,763 )     49,642       (256,946 )
Losses and loss adjustment expenses – retroactive reinsurance   682             (20,091 )      
Net investment income   22,833       12,139       71,111       56,865  
Net realized and unrealized gains (losses) on investments   1,556       1,826       (28,318 )     15,564  
Other income (expense)   (5,128 )     (268 )     (5,016 )     (2,232 )
Interest expense   (6,287 )     (2,230 )     (17,578 )     (8,922 )
Amortization of intangible assets   (91 )     (91 )     (363 )     (363 )
Consolidated income (loss) before taxes $ 30,211     $ (66,387 )   $ 49,387     $ (196,034 )
               
(a) Included in underwriting results for the three and twelve months ended months ended December 31, 2022 is gross fee income of $6.3 million and $23.6 million, respectively ($6.5 million and $22.7 million in the respective prior year periods).
 



Adjusted Net Operating Income

We define adjusted net operating income as income available to common shareholders excluding a) the impact of loss portfolio transfers accounted for as retroactive reinsurance, b) net realized and unrealized gains (losses) on investments, c) certain non-operating expenses such as professional service fees related to a purported class action lawsuit, various strategic initiatives, and the filing of registration statements for the offering of securities, and d) severance costs associated with terminated employees. We use adjusted net operating income as an internal performance measure in the management of our operations because we believe it gives our management and other users of our financial information useful insight into our results of operations and our underlying business performance. Adjusted net operating income should not be viewed as a substitute for net income calculated in accordance with GAAP, and our definition of adjusted net operating income may not be comparable to that of other companies.

Our income (loss) available to common shareholders reconciles to our adjusted net operating income (loss) as follows:

  Three Months Ended December 31,
  2022   2021

($ in thousands)
Income

Before

Taxes
  Net

Income
  Loss

Before

Taxes
  Net

Loss
Income (loss) available to common shareholders $ 27,586     $ 15,100     $ (66,387 )   $ (66,293 )
Losses and loss adjustment expenses – retroactive reinsurance   (682 )     375              
Net realized and unrealized investment (gains) losses   (1,556 )     (743 )     (1,826 )     (1,378 )
Other expenses   5,419       5,419       251       206  
Adjusted net operating income (loss) $ 30,767     $ 20,151     $ (67,962 )   $ (67,465 )
               
  Twelve Months Ended December 31,
  2022   2021

($ in thousands)
Income

Before

Taxes
  Net

Income
  Loss

Before

Taxes
  Net

Loss
Income (loss) available to common shareholders $ 40,637     $ 22,223     $ (196,034 )   $ (172,799 )
Losses and loss adjustment expenses – retroactive reinsurance   20,091       16,786              
Net realized and unrealized investment losses (gains)   28,318       25,014       (15,564 )     (13,292 )
Other expenses   5,519       5,519       2,214       1,846  
Adjusted net operating income (loss) $ 94,565     $ 69,542     $ (209,384 )   $ (184,245 )
                               



Tangible Equity (per Share) and Tangible Common Equity (per Share)

We define tangible equity as shareholders’ equity plus mezzanine Series A preferred shares and the unrecognized deferred retroactive reinsurance gain on loss portfolio transfers less goodwill and intangible assets (net of amortization). We define tangible common equity as tangible equity less mezzanine Series A preferred shares. Our definition of tangible equity and tangible common equity may not be comparable to that of other companies, and it should not be viewed as a substitute for shareholders’ equity calculated in accordance with GAAP. We use tangible equity and tangible common equity internally to evaluate the strength of our balance sheet and to compare returns relative to this measure. The following table reconciles shareholders’ equity to tangible equity and tangible common equity for December 31, 2022, September 30, 2022, and December 31, 2021.

  December 31, 2022   September 30, 2022   December 31, 2021

($ in thousands, except for share data)
Equity   Equity per
share
  Equity   Equity per
share
  Equity   Equity per
share
Shareholders’ equity $ 553,766   $ 14.78   $ 526,804   $ 14.07   $ 725,362   $ 19.41
Plus: Series A redeemable preferred shares   144,898         144,898            
Plus: Deferred reinsurance gain   20,091         20,773            
Less: Goodwill and intangible assets   217,507         217,598         217,870    
Tangible equity $ 501,248   $ 11.63   $ 474,877   $ 11.02   $ 507,492   $ 13.58
Less: Series A redeemable preferred shares   144,898         144,898            
Tangible common equity $ 356,350   $ 9.51   $ 329,979   $ 8.81   $ 507,492   $ 13.58
                       
Common shares outstanding   37,470,237         37,450,438         37,373,066    
Common shares from assumed conversion of Series A preferred shares   5,640,158         5,640,158            
Common shares outstanding after assumed conversion of Series A preferred shares   43,110,395         43,090,596         37,373,066    



Codexis to Participate in Cowen 43rd Annual Health Care Conference

REDWOOD CITY, Calif., Feb. 27, 2023 (GLOBE NEWSWIRE) — Codexis, Inc. (Nasdaq:CDXS), a leading enzyme engineering company, today announced that management will participate in both a panel discussion and a fireside chat at the Cowen 43rd Annual Health Care Conference, being held March 6-8, 2023, in Boston, Massachusetts.

Stephen Dilly, MBBS, PhD, President and Chief Executive Officer of Codexis, will participate in a panel discussion titled, “SynBio & AI Driven Drug Discovery,” taking place on Monday, March 6, 2023, at 4:40 pm ET. Dr. Dilly and other members of the management team will also participate in a fireside chat taking place on Tuesday, March 7, 2023, at 11:10 am ET. Webcasts of both events will be available in the Investor Relations section of the Company’s website, http://ir.codexis.com.The panel presentation and fireside chat webcasts will be archived for 30 and 90 days, respectively, following the event.

About Codexis

Codexis is a leading enzyme engineering company leveraging its proprietary CodeEvolver® platform to discover and develop novel, high performance enzymes and biotherapeutics. Codexis enzymes have applications in the sustainable manufacturing of small molecule pharmaceuticals, in RNA and DNA synthesis and the creation of next generation life science tools, and as gene therapies and oral enzyme therapies. Codexis’ unique enzymes can drive improvements such as higher yields, reduced energy usage and waste generation, improved return on capital in manufacturing, improved sensitivity in genomic and diagnostic applications, and more efficacious therapeutics. For more information, visit www.codexis.com.

Investor Relations Contact:

Argot Partners
Brendan Strong/Carrie McKim
(212) 600-1902
[email protected]

Media Relations Contact:

Lauren Musto
(781) 572-1147
[email protected]



Green Brick Partners, Inc. Reports Fourth Quarter and Full Year 2022 Results

RECORD HOME CLOSINGS REVENUE FOR ANY Q4 OF
$428.6
MILLION

RECORD GROSS PROFIT FOR ANY Q4 OF $112.4 MILLION

DEBT TO TOTAL CAPITAL FELL TO
25.7%

AVERAGE PRICE OF Q4 HOMES CLOSED OF
$589.5K
, UP
15.7%

Q4 GROSS MARGIN, FLAT; ADJUSTED GROSS MARGIN OF
28.3%
, UP 130 BPS

PLANO, Texas, Feb. 27, 2023 (GLOBE NEWSWIRE) — Green Brick Partners, Inc. (NYSE: GRBK) (“we,” “Green Brick” or the “Company”) today reported results for its fourth quarter ended December 31, 2022.

“Our team did a great job closing out the year. For the full year ended December 31, 2022, we delivered 2,916 homes — a record number — generating 25.3% year-over-year growth in total revenue to $1.76 billion. Diluted earnings per share for 2022 increased 61.8% year-over-year to $6.02, with an annual gross margin of 29.8% and return on equity of 31.4%,” said Jim Brickman, CEO and Co-Founder. “While producing these results, we lowered our debt-to-total-capital ratio to 25.7%. We believe that these numbers reflect our superior lot position and operational excellence, as well as validate our ROE-driven approach.”

“For the fourth quarter, we delivered 727 homes and achieved record home closing revenue for any fourth quarter of $429 million. Our total gross profit was $112 million, also highest for any fourth quarter. Diluted earnings per share was $1.18, down 4.8% year-over-year. Net new home orders decreased 11.1% to 423, the smallest decline amongst peers. Importantly, we started to regain sales momentum since November. December sales were up 43% over the average of the prior six months. Our cancellation rate also improved throughout the quarter and was down to 12% in December. We started off 2023 with increased sales momentum particularly with our finished or finishing spec homes. Several communities opened in January and sold particularly well. Our cancellation rate has further improved in 2023, dropping to single digits. We believe our sales success is based in part upon our geographic footprint with supply-constrained locations in Dallas and Atlanta. These markets have some of the strongest demographic tailwinds and job growth in the country”

“We have also reduced construction costs of our homes. Homes started in Dallas during December and later have savings that average approximately $40,000 compared to homes started in the second and third quarter of 2022. The savings vary based on product line and floor plan and primarily resulted from significantly lower lumber prices and reduced labor costs. On average, our cycle time has been reduced by 30 days from peak 2022 levels, and we believe it should continue to improve slightly,” continued Mr. Brickman.

“We will continue to manage sales and pricing on a community-by-community basis as the market normalizes and to regulate our inventory levels to match starts to sales. We expect pent-up demand will enhance our sales if mortgage rates stabilize at less than 6%,” said Mr. Brickman. “Because we expect to have as many as approximately 6,000 finished lots at the end of 2023, with roughly 75% in infill locations, we have the capability to ramp up home construction quickly and increase active selling communities. So, if the pie gets smaller in 2023, we believe that we are well-positioned to take market share from other builders in our markets while maintaining our industry leading gross margins.”

Results for the Quarter Ended
December 31, 2022
:

For the quarter ended December 31, 2022, our home closings revenue and gross profit reflect records for any fourth quarter since the Company’s inception, as detailed below.

(Dollars in thousands, except per share data) Three Months Ended December 31,    
    2022       2021     Change
New homes delivered   727       823     (11.7)%
           
Total revenues $ 431,089     $ 452,251     (4.7)%
Total cost of revenues   318,635       341,493     (6.7)%
Total gross profit $ 112,454     $ 110,758     1.5%
Income before income taxes $ 77,954     $ 82,589     (5.6)%
Net income attributable to Green Brick Partners, Inc. $ 55,547     $ 63,471     (12.5)%
Diluted net income attributable to Green Brick Partners, Inc. per common share $ 1.18     $ 1.24     (4.8)%
           
Residential units revenue $ 430,026     $ 420,051     2.4%
Average sales price of homes delivered $ 589.5     $ 509.3     15.7%
Homebuilding gross margin percentage   26.2 %     26.2 %   0 bps
           
Backlog $ 369,095     $ 869,856     $ (500,761)
Homes under construction   1,853       2,278     (18.7)%

Results for the Year Ended
December 31, 2022
:

For the year ended December 31, 2022, our net income attributable to Green Brick per diluted common share, total revenues, new homes delivered, and homebuilding gross margin percentage reflect a record for any year since the Company’s inception, as detailed below.

(Dollars in thousands, except per share data) Twelve Months Ended December 31,    
    2022       2021     Change
New homes delivered   2,916       2,834     2.9 %
           
Total revenues $ 1,757,793     $ 1,402,876     25.3 %
Total cost of revenues   1,234,768       1,040,817     18.6 %
Total gross profit $ 523,025     $ 362,059     44.5 %
Income before income taxes $ 396,465     $ 256,986     54.3 %
Net income attributable to Green Brick Partners, Inc. $ 291,900     $ 190,210     53.5 %
Diluted net income attributable to Green Brick Partners, Inc. per common share $ 6.02     $ 3.72     61.8 %
           
Residential units revenue $ 1,703,951     $ 1,309,687     30.1 %
Average sales price of homes delivered $ 581.9     $ 460.7     26.3 %
Homebuilding gross margin percentage   29.8 %     26.4 %   340 bps
Selling, general and administrative expenses as a percentage of residential units revenue   9.6 %     10.3 %   -70 bps

Earnings Conference Call:

We will host our earnings conference call to discuss our fourth quarter ended December 31, 2022 at 12:00 p.m. Eastern Time on Tuesday, February 28, 2023. The call can be accessed by dialing 1-888-660-6353 for domestic participants or 1-929-203-2106 for international participants and should reference meeting number 3162560. Participants may also join the call via webcast at: https://events.q4inc.com/attendee/115470786

A telephone replay of the call will be available through March 30, 2023. To access the telephone replay, the domestic dial-in number is 1-800-770-2030, the international dial-in number is 1-647-362-9199 and the access code is 3162560, or by using the link at investors.greenbrickpartners.com.



GREEN BRICK PARTNERS, INC.

CONSOLIDATED STATEMENTS OF INCOME

(In thousands, except per share data)

    (Unaudited)        
    Three Months Ended December 31,   Twelve Months Ended December 31,
      2022       2021       2022       2021  
Residential units revenue   $ 430,026     $ 420,051     $ 1,703,951     $ 1,309,687  
Land and lots revenue     1,063       32,200       53,842       93,189  
Total revenues     431,089       452,251       1,757,793       1,402,876  
Cost of residential units     317,806       310,228       1,196,914       964,364  
Cost of land and lots     829       31,265       37,854       76,453  
Total cost of revenues     318,635       341,493       1,234,768       1,040,817  
Total gross profit     112,454       110,758       523,025       362,059  
Selling, general and administrative expenses     (44,629 )     (37,087 )     (163,943 )     (134,269 )
Equity in income of unconsolidated entities     5,719       5,674       25,626       19,713  
Other income, net     4,410       3,244       11,757       9,483  
Income before income taxes     77,954       82,589       396,465       256,986  
Income tax expense     16,790       15,512       82,468       52,605  
Net income     61,164       67,077       313,997       204,381  
Less: Net income attributable to noncontrolling interests     5,617       3,606       22,097       14,171  
Net income attributable to Green Brick Partners, Inc.   $ 55,547     $ 63,471     $ 291,900     $ 190,210  
                 
Net income attributable to Green Brick Partners, Inc. per common share:                
Basic   $ 1.19     $ 1.25     $ 6.07     $ 3.75  
Diluted   $ 1.18     $ 1.24     $ 6.02     $ 3.72  
Weighted average common shares used in the calculation of net income attributable to Green Brick Partners, Inc. per common share:                
Basic     45,994       50,732       47,648       50,700  
Diluted     46,332       51,104       47,987       51,060  



GREEN BRICK PARTNERS, INC.

CONSOLIDATED BALANCE SHEETS

(In thousands, except share data)

  December 31, 2022   December 31, 2021
ASSETS
Cash and cash equivalents $ 76,588   $ 77,166  
Restricted cash   16,682     16,388  
Receivables   5,288     6,871  
Inventory   1,422,680     1,203,743  
Investments in unconsolidated entities   74,224     55,616  
Right-of-use assets – operating leases   3,458     4,596  
Property and equipment, net   2,919     2,812  
Earnest money deposits   23,910     26,008  
Deferred income tax assets, net   16,448     15,741  
Intangible assets, net   452     537  
Goodwill   680     680  
Other assets   12,346     11,709  
Total assets $ 1,655,675   $ 1,421,867  
LIABILITIES AND EQUITY
Liabilities:      
Accounts payable $ 51,804   $ 45,682  
Accrued expenses   91,281     61,351  
Customer and builder deposits   29,112     64,610  
Lease liabilities – operating leases   3,582     4,745  
Borrowings on lines of credit, net   17,395     (738 )
Senior unsecured notes, net   335,825     335,446  
Notes payable   14,622     210  
Total liabilities   543,621     511,306  
Commitments and contingencies      
Redeemable noncontrolling interest in equity of consolidated subsidiary   29,239     21,867  
Equity:      
Green Brick Partners, Inc. stockholders’ equity      
Preferred stock, $0.01 par value: 5,000,000 shares authorized; 2,000 issued and outstanding as of December 31, 2022 and 2021, respectively   47,696     47,696  
Common stock, $0.01 par value: 100,000,000 shares authorized; 46,032,930 issued and outstanding as of December 31, 2022 and 51,151,911 and 50,759,972 issued and outstanding as of December 31, 2021, respectively   460     512  
Treasury stock, at cost: none as of December 31, 2022 and 391,939 shares as of December 31, 2021       (3,167 )
Additional paid-in capital   259,410     289,641  
Retained earnings   754,341     539,866  
   Total Green Brick Partners, Inc. stockholders’ equity   1,061,907     874,548  
Noncontrolling interests   20,908     14,146  
Total equity   1,082,815     888,694  
Total liabilities and equity $ 1,655,675   $ 1,421,867  



GREEN BRICK PARTNERS, INC.

SUPPLEMENTAL INFORMATION

(Unaudited)

Residential Units Revenue and New Homes Delivered

(dollars in thousands)
  Three Months Ended December 31,           Twelve Months Ended December 31,        
    2022     2021   Change   %     2022     2021   Change   %
Home closings revenue   $ 428,582   $ 419,132   $ 9,450     2.3 %   $ 1,696,911   $ 1,305,620   $ 391,291   30.0 %
Mechanic’s lien contracts revenue     1,444     919     525     57.1 %     7,040     4,067     2,973   73.1 %
Residential units revenue   $ 430,026   $ 420,051   $ 9,975     2.4 %   $ 1,703,951   $ 1,309,687   $ 394,264   30.1 %
New homes delivered     727     823     (96 )   (11.7 )%     2,916     2,834     82   2.9 %
Average sales price of homes delivered   $ 589.5   $ 509.3   $ 80.2     15.7 %   $ 581.9   $ 460.7   $ 121.2   26.3 %

Land and Lots Revenue

(dollars in thousands)
  Three Months Ended December 31,           Twelve Months Ended December 31,        
  2022   2021   Change   %   2022   2021   Change   %
Lots revenue   $ 1,063   $ 9,682   $ (8,619 )   (89.0 )%   $ 19,090   $ 24,866   $ (5,776 )   (23.2)        %
Land revenue         22,518     (22,518 )   (100.0 )%     34,752     68,323     (33,571 )   (49.1)        %
Land and lots revenue   $ 1,063   $ 32,200   $ (31,137 )   (96.7 )%   $ 53,842   $ 93,189   $ (39,347 )   (42.2)        %
Lots closed     14     150     (136 )   (90.7 )%     288     323     (35 )   (10.8)        %
Average sales price of lots closed   $ 75.9   $ 64.5   $ 11.4     17.7 %   $ 66.3   $ 77.0   $ (10.7 )   (13.9)        %

New Home Orders and Backlog

(dollars in thousands)
  Three Months Ended December 31,           Twelve Months Ended December 31,        
    2022       2021     Change   %     2022       2021     Change   %
Net new home orders     423       476       (53 )   (11.1 )%     1,973       2,851       (878 )   (30.8)        %
Revenue from new net home orders   $ 247,818     $ 271,768     $ (23,950 )   (8.8 )%   $ 1,210,315     $ 1,488,613     $ (278,298 )   (18.7 )%
Average selling price of net new home orders   $ 585.9     $ 570.9     $ 15.0     2.6 %   $ 613.4     $ 522.1     $ 91.3     17.5 %
Cancellation rate     20.3 %     12.3 %     8.0 %   65.0 %     13.8 %     7.7 %     6.1 %   79.2 %
Absorption rate per average active selling community per quarter     5.5       6.2       (0.7 )   (11.3 )%     6.5       8.2       (1.7 )   (20.7)        %
Average active selling communities     77       77           %     76       87       (11 )   (12.6)        %
Active selling communities at end of period     80       74       6     8.1 %                
Backlog   $ 369,095     $ 869,856     $ (500,761 )   (57.6 )%                
Backlog units     537       1,480       (943 )   (63.7 )%                
Average sales price of backlog   $ 687.3     $ 587.7     $ 99.6     16.9 %                



GREEN BRICK PARTNERS, INC.

SUPPLEMENTAL INFORMATION

(Unaudited)

  December 31, 2022   December 31, 2021
  Central   Southeast   Total   Central   Southeast   Total

Lots owned
                     
Finished lots 1,901     998     2,899     1,328     797     2,125  
Lots in communities under development 10,309     1,698     12,007     16,439     1,675     18,114  
Land held for future development(1) 6,575         6,575              
Total lots owned 18,785     2,696     21,481     17,767     2,472     20,239  
                       

Lots controlled
                     
Lots under third party option contracts 2,212     6     2,218     2,670     70     2,740  
Land under option for future acquisition and development 110     18     128     3,318     508     3,826  
Lots under option through unconsolidated development joint ventures 1,289     411     1,700     1,333     483     1,816  
Total lots controlled 3,611     435     4,046     7,321     1,061     8,382  

Total lots owned and controlled

(
2
)
22,396     3,131     25,527     25,088     3,533     28,621  
Percentage of lots owned 83.9 %   86.1 %   84.2 %   70.8 %   70.0 %   70.7 %

 

(1) Land held for future development consists of raw land parcels where development activities have been postponed due to market conditions or other factors.
(2) Total lots excludes lots with homes under construction.

The following table presents additional information on the lots we owned as of December 31, 2022 and December 31, 2021.

  December 31, 2022   December 31, 2021
Total lots owned 21,481     20,239  
Add certain lots included in Total Lots Controlled      
Land under option for future acquisition and development 128     3,826  
Lots under option through unconsolidated development joint ventures 1,700     1,816  
Total lots self-developed 23,309     25,881  
Self-developed lots as a percentage of total lots owned and controlled 91.3 %   90.4 %

Non-GAAP Financial Measures

In this press release, we utilize certain financial measures that are non-GAAP financial measures as defined by the Securities and Exchange Commission. We present these measures because we believe they and similar measures are useful to management and investors in evaluating our operating performance and financing structure. We also believe these measures facilitate the comparison of our operating performance and financing structure with other companies in our industry. Because these measures are not calculated in accordance with U.S. Generally Accepted Accounting Principles (“GAAP”), they may not be comparable to other similarly titled measures of other companies and should not be considered in isolation or as a substitute for, or superior to, financial measures prepared in accordance with GAAP.

The following table represents the non-GAAP measure of adjusted homebuilding gross margin for the twelve months ended months ended December 31, 2022 and 2021 and reconciles these amounts to homebuilding gross margin, the most directly comparable GAAP measure.

(Unaudited, in thousands):
  Three Months Ended December 31,   Twelve Months Ended December 31,
    2022       2021       2022       2021  
Residential units revenue   $ 430,026     $ 420,051     $ 1,703,951     $ 1,309,687  
Less: Mechanic’s lien contracts revenue     (1,444 )     (919 )     (7,040 )     (4,067 )
Home closings revenue   $ 428,582     $ 419,132     $ 1,696,911     $ 1,305,620  
Homebuilding gross margin   $ 112,189     $ 109,671     $ 506,129     $ 344,505  
Homebuilding gross margin percentage     26.2 %     26.2 %     29.8 %     26.4 %
                 
Homebuilding gross margin     112,189       109,671       506,129       344,505  
Add back: Capitalized interest charged to cost of revenues     3,141       3,326       13,444       10,241  
Add back: Land impairment charge   $ 6,020     $     $ 6,020     $  
Adjusted homebuilding gross margin   $ 121,350     $ 112,997     $ 525,593     $ 354,746  
Adjusted homebuilding gross margin percentage     28.3 %     27.0 %     31.0 %     27.2 %

About Green Brick Partners, Inc.

Green Brick Partners, Inc. is a diversified homebuilding and land development company that operates in Texas, Georgia, and Florida and has a non-controlling interest in a Colorado homebuilder. Green Brick owns five subsidiary homebuilders in Texas (CB JENI Homes, Normandy Homes, Southgate Homes, Trophy Signature Homes, and a 90% interest in Centre Living Homes), as well as a controlling interest in a homebuilder in Atlanta, Georgia (The Providence Group) and an 80% interest in a homebuilder in Port St. Lucie, Florida (GHO Homes). Green Brick also owns a noncontrolling interest in Challenger Homes in Colorado Springs, Colorado, and retains interests in related financial services platforms, including Green Brick Title and BHome Mortgage. The Company is engaged in all aspects of the homebuilding process, including land acquisition and development, entitlements, design, construction, marketing, and sales for its residential neighborhoods and master-planned communities. For more information about Green Brick Partners Inc.’s subsidiary homebuilders, please visit greenbrickpartners.com/homebuilders.

Forward-Looking and Cautionary Statements:

This press release and our earnings call contain “forward-looking statements” within the meaning of the Private Securities Litigation Act of 1995. These statements concern expectations, beliefs, projections, plans and strategies, anticipated events or trends and similar expressions concerning matters that are not historical facts and typically include the words “anticipate,” “believe,” “consider,” “estimate,” “expect,” “feel,” “intend,” “plan,” “predict,” “seek,” “strategy,” “target,” “will” or other words of similar meaning. Forward-looking statements in this press release and in our earnings call include statements regarding (i) our position to adapt and succeed in a rapidly changing environment, including our focus on operational efficiency; (ii) our expectations regarding trends in our markets, including demand for new homes and available inventories; (iii) our beliefs regarding the relationship between our financial results and our lot strategy, operations and ROE-driven approach; (iv) our expectations related to reduction of construction costs and average cycle times; (v) our intention to manage sales, pricing and inventory levels for each of our communities; (vi) our priorities and strategies for growth, the drivers of that growth, and its impact on our future results; (vii) our expectation to sustain our industry-leading margins; (viii) our positioning and flexibility to capitalize on market opportunities and grow our market share as well as the impact on our financial and operational performance; (ix) our beliefs that our lot and land positions will support future growth; (x) our beliefs that we operate in the most advantageous markets in the U.S.; (xi) our expectations related to the number and location quality of our finished lots at the end of 2023; (xii) our expectations for future demand, including the impact of lower stabilized mortgage rates; and (xiii) our expectation to continue to provide favorable returns on equity to our shareholders. These forward-looking statements reflect our current views about future events and involve estimates and assumptions which may be affected by risks and uncertainties in our business, as well as other external factors, which could cause future results to materially differ from those expressed or implied in any forward-looking statement. These risks include, but are not limited to: (1) changes in macroeconomic conditions, including increased interest rates and inflation, that could adversely impact demand for new homes or the ability of potential buyers to qualify for acceptable financing; (2) general economic conditions, seasonality, cyclicality and competition in the homebuilding industry; (3) shortages, delays or increased costs of raw materials and increased demand for materials, or increases in other operating costs, including costs related to labor, real estate taxes and insurance, which in each case exceed our ability to increase prices; (4) a shortage of qualified and available labor; (5) an inability to acquire land in our current and new markets at acceptable prices or difficulty in obtaining land- use entitlements; (6) our inability to successfully execute our strategies, including an inability to grow or expand our operations or expand our Trophy brand; (7) our inability to implement or capitalize on new strategic investments; (8) a failure to recruit, retain or develop highly skilled and competent employees; (9) government regulation risks; (10) adverse changes in availability or volatility of mortgage financing; (11) severe weather events or natural disasters; (12) difficulty in obtaining sufficient capital to fund our growth; (13) our ability to meet our debt service obligations; (14) a decline in the value of our inventories and resulting write-downs of the carrying value of our real estate assets; and (15) changes in accounting standards that adversely affect our reported earnings or financial condition. For a more detailed discussion of these and other risks and uncertainties applicable to Green Brick please see our most recent Annual Report on Form 10-K filed with the Securities and Exchange Commission.

Contact:

Benting Hu
Vice President of Finance
(469) 808-1014
[email protected]



MYR Group Inc. to Attend Sidoti Investor Conference in March

THORNTON, Colo., Feb. 27, 2023 (GLOBE NEWSWIRE) — MYR Group Inc. (“MYR Group”) (NASDAQ: MYRG), a holding company of leading specialty contractors serving the electric utility infrastructure, commercial and industrial construction markets in the United States and Canada, announced it will attend the Sidoti & Company investor conference. MYR Group’s Chief Executive Officer, Rick Swartz, and Chief Financial Officer, Kelly Huntington, will virtually meet with institutional investors during Sidoti’s Flagship Virtual Small Cap conference on Wednesday, March 22, 2023. This event is only available to Sidoti clients.

About MYR Group Inc.

MYR Group is a holding company of leading, specialty electrical contractors providing services throughout the United States and Canada through two business segments: Transmission & Distribution (T&D) and Commercial & Industrial (C&I). MYR Group subsidiaries have the experience and expertise to complete electrical installations of any type and size. Their comprehensive T&D services on electric transmission, distribution networks, substation facilities and clean energy projects include design, engineering, procurement, construction, upgrade, maintenance and repair services. T&D customers include investor-owned utilities, cooperatives, private developers, government-funded utilities, independent power producers, independent transmission companies, industrial facility owners and other contractors. Through their C&I segment, they provide a broad range of services which include the design, installation, maintenance and repair of commercial and industrial wiring generally for airports, hospitals, data centers, hotels, stadiums, commercial and industrial facilities, clean energy projects, manufacturing plants, processing facilities, water/waste-water treatment facilities, mining facilities, intelligent transportation systems, roadway lighting and signalization. C&I customers include general contractors, commercial and industrial facility owners, government agencies and developers. For more information, visit myrgroup.com.

Contacts

Kelly M. Huntington, Chief Financial Officer, MYR Group Inc., (847) 290-1891, [email protected]

David Gutierrez, Dresner Corporate Services, (312) 780-7204, [email protected]



Adamis Pharmaceuticals and DMK Pharmaceuticals Announce Agreement and Plan of Merger

  • Combined company will have commercial products and a library of development candidates, two of which are clinical stage
  • Will be under the leadership of DMK CEO, Dr. Ebrahim (Eboo) Versi MD, PhD
  • Lead development program will be a clinical stage therapeutic under development for the treatment of opioid use disorder

SAN DIEGO and SOMERVILLE, N.J., Feb. 27, 2023 (GLOBE NEWSWIRE) — Adamis Pharmaceuticals Corporation (NASDAQ: ADMP), a specialty biopharmaceutical company focused on developing and commercializing products in various therapeutic areas, including opioid overdose, allergy, respiratory and inflammatory disease, and DMK Pharmaceuticals, Corp., a private, clinical-stage biotechnology company at the forefront of endorphin-inspired drug design focused on developing novel treatments for opioid use disorder (OUD) and other neuro-based diseases, today announced that the companies have entered into an Agreement and Plan of Merger and Reorganization (the “Agreement”). Pursuant to the Agreement, Adamis will acquire DMK, including its library of approximately 750 small molecule neuropeptide analogues and on-going government funding for its development programs.

“Last fall, we initiated a process to explore strategic alternatives for the company with the goal of maximizing stockholder value,” stated David J. Marguglio, CEO of Adamis. “After engaging in a thorough process of exploring potential alternatives and transactions, we believe a merger with DMK is the best path forward for Adamis and the strategy that has the potential to deliver significant value to Adamis’ shareholders. I believe by combining Adamis’ commercial products and development infrastructure with DMK’s clinical-stage programs and library of small molecules, under Dr. Versi’s leadership, the new company will have the potential to develop multiple groundbreaking treatments and ultimately grow shareholder value.”

At the close of the merger, Eboo Versi, the current CEO of DMK, will assume the role of CEO and chairman of the combined company. Dr. Versi explained, “There are substantial synergies between Adamis and DMK. The combined company will have both the expertise and infrastructure to further the development of DMK’s potentially life-changing products to address large unmet medical needs. I believe that each of our clinical-stage product candidates has blockbuster potential, and we only need one to succeed to significantly increase shareholder value. I believe the combined companies present a risk diversified portfolio which is especially important in a time of market uncertainty.”

Please find a short video discussion with both CEOs on Adamis’ website.


Transaction


Details

On February 24, 2023, Adamis entered into the Agreement with DMK and Aardvark Merger Sub (“Merger Sub”), a newly created wholly-owned subsidiary of Adamis, pursuant to which DMK will merge with and into Merger Sub (the “Merger”), with Merger Sub as the surviving corporation of the Merger and a wholly owned subsidiary of Adamis.

Subject to approval by the Adamis stockholders of proposals relating to the transaction and the satisfaction of other closing conditions, in connection with and before the effective time of the Merger (the “Effective Time”), a reverse stock split of Adamis Common Stock will be consummated, pursuant to which a number of outstanding shares of Adamis Common Stock (determined by the Reverse Stock Split Ratio) will be converted into one share of Adamis Common Stock at a ratio to be determined by the Adamis board of directors.

Please see Adamis Report on Form 8-K which will be filed with the Securities and Exchange Commission for additional detail on the proposed transaction.

About DMK Pharmaceuticals

DMK Pharmaceuticals, Corp. is a privately held, clinical stage neuro-biotechnology company focused on developing novel therapies for opioid use disorder (OUD) and other important neuro-based conditions where patients are currently underserved. The company’s technology is at the forefront of endorphin-inspired drug design. DMK is developing mono, bi- and tri-functional small molecules that simultaneously modulate critical networks in the nervous system with the goal of creating treatments that are efficacious, safe, and tolerable. DMK has a library of high value, first-in-class compounds and a differentiated pipeline that could address several unmet medical needs by taking the novel approach to integrate with the body’s own efforts to regain balance of disrupted physiology. By designing small molecule analogs of neuropeptides, one or multiple receptors can be targeted by a single molecule to support a transition back to a balanced neurophysiological state.

Since the company’s inception, DMK’s development programs have been largely financed by non-dilutive funding from the government. DMK’s lead clinical stage product candidate, DPI-125, is being studied as a potential novel treatment for OUD. The company also plans to develop the compound for the treatment of moderate to severe pain, where it could potentially offer a superior safety profile with lower addiction risk than currently marketed opioids (pain killers) and hence help prevent opioid addiction. DMK’s other product candidates include DPI-221 being developed for treating bladder control problems and DPI-289 being developed for treating severe end stage Parkinson’s disease. For additional information about DMK Pharmaceuticals, please visit the company website.

About Dr. Versi

Eboo Versi received a BA, MA and DPhil (PhD) from Oxford University before obtaining his MB BChir (MD) degree from Cambridge University in the United Kingdom. Following medical school, Dr. Versi completed a residency and fellowship at Kings College Hospital and served as a Senior Registrar at the Royal London Hospital. He was then a Senior Lecturer and Consultant (Attending) at St. Thomas’ & Guys Hospitals before moving to the U.S. to accept a senior academic position at Harvard Medical School. There, he set up the first urogynecology program at the Brigham & Women’s Hospital and served as Chief of Urogynecology. Since Harvard, Dr. Versi has spent the last 20+ years in the pharmaceutical and medical device industry, holding positions at large companies such as Pfizer, Lilly and Astellas, as well as smaller companies including Odyssey, Plethora, Auxilium and Mt. Cook. During his career in the industry, Dr. Versi has been the inventor of several patents and the recipient of several NIH grants, and has helped develop drugs and devices for a variety of indications. Dr. Versi is an internationally recognized opinion leader with more than 100 scientific publications.

About Adamis Pharmaceuticals

Adamis Pharmaceuticals Corporation is a specialty biopharmaceutical company focused on developing and commercializing products in various therapeutic areas, including opioid overdose, allergy, respiratory and inflammatory disease. Company products approved by the FDA include ZIMHI® (naloxone) Injection for the treatment of opioid overdose and SYMJEPI® (epinephrine) Injection for use in the emergency treatment of acute allergic reactions, including anaphylaxis. For additional information about Adamis Pharmaceuticals, please visit our website and follow us on Twitter and LinkedIn.

Forward Looking Statements

This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements are identified by terminology such as “may,” “should,” “expects,” “plans,” “anticipates,” “could,” “intends,” “target,” “projects,” “contemplates,” “believes,” “estimates,” “predicts,” “potential” or “continue” or the negative of these terms or other similar words. Such forward-looking statements include those that express plans, anticipation, intent, contingencies, goals, targets or future development and/or otherwise are not statements of historical fact. These statements relate to future events or future results of operations, including, but not limited to statements concerning the following matters: (i) risks associated with Adamis’ and DMK’s ability to obtain the stockholder approvals required to consummate the proposed Merger and the timing of the closing of the proposed Merger; risks that one or more conditions to closing of the Merger may not be satisfied within the expected timeframe or at all or that the closing of the proposed Merger will not occur; (ii) the outcome of any current legal proceedings or future legal proceedings that may be instituted against the parties or others, including proceedings related to the Merger Agreement; (iii) the occurrence of any event, change or other circumstance or condition that could give rise to the termination of the Merger Agreement; (iv) unanticipated difficulties or expenditures relating to the proposed Merger; (v) potential difficulties in employee retention as a result of the announcement and pendency of the proposed Merger; (vi) whether the combined business of DMK and Adamis will be successful; (vii) whether any DMK product candidates will be successfully developed or commercialized; (viii) the Company’s review and evaluation of potential strategic alternatives and their impact on stockholder value; (ix) the Company’s ability to raise capital to continue as a going concern; and (x) those risks detailed in Adamis’ most recent Annual Report on Form 10-K and subsequent reports filed with the Securities and Exchange Commission (“SEC”), as well as other documents that may be filed by Adamis from time to time with the SEC. These statements are only predictions and involve known and unknown risks, uncertainties, and other factors, which may cause Adamis’ actual results to be materially different from the results anticipated by such forward-looking statements. Accordingly, you should not rely upon forward-looking statements as predictions of future events. Neither Adamis nor DMK can assure you that the events and circumstances reflected in the forward-looking statements will be achieved or occur, and actual results could differ materially from those projected in the forward-looking statements. Factors that could cause actual results to differ materially from management’s current expectations include those risks and uncertainties relating to: our ability to raise capital; the results of our strategic review process; the risk of not obtaining stockholder approval for the proposals required to consummate the Merger; risks associated with development of DMK’s drug product candidates; our cash flow, cash burn, expenses, obligations and liabilities; the outcomes of any litigation, regulatory proceedings, inquiries or investigations that we are or may become subject to; and other important factors discussed in the Company’s filings with the Securities and Exchange Commission (“SEC”). If we do not obtain required additional equity or debt funding, our cash resources will be depleted and we could be required to materially reduce or suspend operations, which would likely have a material adverse effect on our business, stock price and our relationships with third parties with whom we have business relationships, at least until additional funding is obtained. If we do not have sufficient funds to continue operations or satisfy out liabilities, we could be required to seek bankruptcy protection or other alternatives to attempt to resolve our obligations and liabilities that could result in our stockholders losing some or all of their investment in us. You should not place undue reliance on any forward-looking statements. Further, any forward-looking statement speaks only as of the date on which it is made, and except as may be required by applicable law, we undertake no obligation to update or release publicly the results of any revisions to these forward-looking statements or to reflect events or circumstances arising after the date of this press release. Certain of these risks and additional risks, uncertainties, and other factors are described in greater detail in Adamis’ filings from time to time with the SEC, including its annual report on Form 10-K for the year ended December 31, 2021, and subsequent filings with the SEC, which Adamis strongly urges you to read and consider, all of which are available free of charge on the SEC’s website at http://www.sec.gov.

Additional Information about the Merger and Where to Find It

Adamis intends to file a proxy statement in connection with the proposed transaction. Investors and stockholders are urged to read this filing when it becomes available because it will contain important information about the transaction. This press release does not constitute an offer of any securities for sale or the solicitation of any proxy. BEFORE MAKING ANY VOTING OR INVESTMENT DECISION, ADAMIS’ STOCKHOLDERS ARE URGED TO READ THE PROXY STATEMENT REGARDING THE PROPOSED TRANSACTION CAREFULLY AND IN ITS ENTIRETY WHEN IT BECOMES AVAILABLE BECAUSE IT WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION AND RELATED MATTERS. Investors and stockholders may obtain free copies of the proxy statement and other relevant documents (when they become available) and other documents filed with the Securities and Exchange Commission at the Securities and Exchange Commission’s web site at: www.sec.gov. In addition, investors and stockholders may obtain free copies of the documents filed with the Securities and Exchange Commission by Adamis by contacting David C. Benedicto, Adamis’ chief financial officer, at (858) 997-2400.

Participants in the Solicitation

Adamis and DMK, and their respective directors and executive officers, may be deemed to be participants in the solicitation of proxies from the companies’ stockholders in connection with the proposed transaction. Information regarding the interests of directors and executive officers in the transaction will be included in the proxy statement to be filed by Adamis. Investors and security holders are urged to read the Company’s proxy statement and the other relevant materials when they become available before making any voting or investment decision with respect to the proposed transaction. Additional information regarding directors and executive officers of Adamis is also included in the Company’s annual report on Form 10-K for the year ended December 31, 2021, and, when it becomes available, its annual report on Form 10-K for the year ended December 31, 2022, filed with the Securities and Exchange Commission, which is available as described above.

No Offer or Solicitation

This press release is not intended to and shall not constitute an offer to sell or the solicitation of an offer to buy any securities or the solicitation of any vote in any jurisdiction pursuant to the proposed transaction or otherwise, nor shall there be any sale of securities in any jurisdiction in contravention of applicable law.

Contacts

Adamis Investor Relations
Robert Uhl
Managing Director
ICR Westwicke
619.228.5886
[email protected]

 



STRATA Skin Sciences Announces Regaining Compliance with NASDAQ’S Minimum Price Rule

HORSHAM, Pa., Feb. 27, 2023 (GLOBE NEWSWIRE) — STRATA Skin Sciences, Inc. (NASDAQ: SSKN), a medical technology company dedicated to developing, commercializing and marketing innovative products for the treatment of dermatologic conditions, today announced that it had been notified by Nasdaq that Strata has regained compliance with the Nasdaq listing requirements regarding minimum bid price, Rule 5550(a)(2).

Robert Moccia, Strata’s Chief Executive Officer, stated, “I am pleased to announce that we have received notification that we have regained full compliance with the Nasdaq listing requirements, and we look forward to our continued focus on growing our business.”

About STRATA Skin Sciences, Inc.

STRATA Skin Sciences is a medical technology company dedicated to developing, commercializing and marketing innovative products for the in-office treatment of various dermatologic conditions such as psoriasis, vitiligo, and acne. Its products include the XTRAC® and Pharos® excimer lasers, VTRAC® lamp systems, and now the TheraClear®X Acne Therapy System.

STRATA is proud to offer these exciting technologies in the U.S. through its unique Partnership Program. STRATA’s popular partnership approach includes a fee per treatment cost structure versus an equipment purchase, installation and use of the device, on-site training for practice personnel, service and maintenance of the equipment, dedicated account and customer service associates, and co-op advertising support to help raise awareness and promote the program within the practice.

Safe Harbor

This press release includes “forward-looking statements” within the meaning of the Securities Litigation Reform Act of 1995. These statements include but are not limited to the Company’s plans, objectives, expectations and intentions and may contain words such as “will,” “may,” “seeks,” and “expects,” that suggest future events or trends. These statements, the Company’s ability to launch and sell an acne treatment device and to integrate that device into its product offerings, the Company’s ability to develop, launch and sell products recently acquired or to be developed in the future, the Company’s ability to develop social media marketing campaigns, direct to dermatologist marketing campaigns, and the Company’s ability to build a leading franchise in dermatology and aesthetics, are based on the Company’s current expectations and are inherently subject to significant uncertainties and changes in circumstances. Actual results may differ materially from the Company’s expectations due to financial, economic, business, competitive, market, regulatory, adverse market conditions or supply chain interruptions resulting from the coronavirus and political factors or conditions affecting the Company and the medical device industry in general, future responses to and effects of COVID-19 pandemic and its variants including the distribution and effectiveness of the COVID-19 vaccines, as well as more specific risks and uncertainties set forth in the Company’s SEC reports on Forms 10-Q and 10-K. Given such uncertainties, any or all these forward-looking statements may prove to be incorrect or unreliable. The statements in this press release are made as of the date of this press release, even if subsequently made available by the Company on its website or otherwise. The Company does not undertake any obligation to update or revise these statements to reflect events or circumstances occurring after the date of this press release. The Company urges investors to carefully review its SEC disclosures available at www.sec.gov and www.strataskinsciences.com.

Investor Contact:
Rich Cockrell
CG Capital
Phone: +1 (404) 736-3838
[email protected]



Astec Announces Quarterly Dividend

CHATTANOOGA, Tenn., Feb. 27, 2023 (GLOBE NEWSWIRE) — Astec Industries, Inc. (NASDAQ:ASTE) announced that its Board of Directors declared a quarterly dividend of $0.13 per share. The dividend is to be paid on March 30, 2023, to shareholders of record as of the close of business on March 10, 2023.

About ASTEC

Astec is a manufacturer of specialized equipment for asphalt road building, aggregate processing and concrete production. Astec’s manufacturing operations are divided into two primary business segments: Infrastructure Solutions that includes road building, asphalt and concrete plants, thermal and storage solutions; and Materials Solutions that includes our aggregate processing equipment.

For more information, visit astecindustries.com and follow us on social media.

LinkedIn https://www.linkedin.com/company/astecindustries/

Facebook https://www.facebook.com/astecindustries

Instagram  https://www.instagram.com/astec_industries/

YouTube https://www.youtube.com/@astec6306/featured

Twitter @astecindustries

Contact:

Stephen C. Anderson
Senior VP, Investor Relations
[email protected] 
+1 (423) 899-5898
www.astecindustries.com