Market Newsdesk

Clean Energy Reports Revenue of $113.8 Million and 54.4 Million RNG Gallons Sold for the Fourth Quarter of 2022

NEWPORT BEACH, Calif.–(BUSINESS WIRE)–
Clean Energy Fuels Corp. (NASDAQ: CLNE) (“Clean Energy” or the “Company”) today announced its operating results for the fourth quarter of 2022 and year ended December 31, 2022.

Andrew J. Littlefair, Clean Energy’s President and Chief Executive Officer, stated: “We finished the year with another strong quarter of RNG deliveries with a 21% increase from the fourth quarter of 2021. We continue to execute on our growth plans around RNG supply and the build out of new stations to accommodate Amazon and other fleets. We addressed our near-term capital needs with a $150 million debt raise to support RNG growth and bridge us well into 2023 when our dairy projects and volumes at new stations are anticipated to add to our cash flow profile. Despite some formidable head winds around lower environmental credits prices and a spike in California natural gas prices during the fourth quarter we finished the year with solid financial results and a well-funded balance sheet.”

The Company sold 54.4 million gallons of renewable natural gas (“RNG”) in the fourth quarter of 2022, a 21.2% increase compared to the fourth quarter of 2021. For the year ended December 31, 2022, the Company sold 198.2 million gallons of RNG compared to 167.0 million gallons sold in the same period in 2021, an 18.7% increase.

The Company’s revenue for the fourth quarter of 2022 was $113.8 million, an increase of $21.9 million compared to $91.9 million in the fourth quarter of 2021. Revenue for the fourth quarter of 2022 was reduced by $8.8 million of non-cash stock-based sales incentive contra-revenue charges (“Amazon warrant charges”) related to the warrant issued to Amazon.com NV Investment Holdings LLC (the “Amazon warrant”), compared to Amazon warrant charges of $3.4 million in the fourth quarter of 2021. Revenue for the fourth quarter of 2022 also included an unrealized gain of $2.1 million on commodity swap and customer fueling contracts relating to the Company’s Zero Now truck financing program, compared to an unrealized loss of $1.3 million in the fourth quarter of 2021. The increase in revenue was principally the result of higher sales price of natural gas and an increase in the number of gallons sold and serviced, partially offset by lower average low carbon fuel standards (“LCFS”) credit prices and lower average renewable identification number (“RIN”) prices during the quarter. Alternative fuel excise tax credit (“AFTC”) revenue was $5.5 million in the fourth quarter of 2022, compared to AFTC revenue of $5.7 million in the fourth quarter of 2021. Station construction revenue increased by $3.4 million to $6.6 million for the fourth quarter of 2022, compared to $3.2 million for the fourth quarter of 2021, due to increased construction activities.

The Company’s revenue for the year ended December 31, 2022 was $420.2 million, an increase of $164.6 million compared to $255.6 million in the year ended December 31, 2021. Revenue for the year ended December 31, 2022 was reduced by $24.3 million of Amazon warrant charges, compared to Amazon warrant charges of $83.6 million in the year ended December 31, 2021. Revenue for the year ended December 31, 2022 also included an unrealized gain of $0.5 million on commodity swap and customer fueling contracts relating to the Company’s Zero Now truck financing program, compared to an unrealized loss of $3.5 million in the year ended December 31, 2021. The increase in revenue was principally the result of higher sales price of natural gas and an increase in the number of gallons sold and serviced, partially offset by lower average LCFS credit prices in 2022. Revenue for the year ended December 31, 2022 included AFTC revenue of $21.8 million, compared to AFTC revenue of $20.7 million in the year ended December 31, 2021. The increase in AFTC revenue was due to higher number of gallons of fuel sold. Station construction revenue increased by $5.9 million to $22.3 million for the year ended December 31, 2022, compared to $16.4 million for the year ended December 31, 2021, due to increased construction activities.

On a GAAP (as defined below) basis, net loss attributable to Clean Energy for the fourth quarter of 2022 was $(12.3) million, or $(0.06) per share, compared to $(2.4) million, or $(0.01) per share, for the fourth quarter of 2021. Compared to the fourth quarter of 2021, the fourth quarter of 2022 was positively affected by an unrealized gain on commodity swap and customer fueling contracts relating to the Company’s Zero Now truck financing program, offset by higher Amazon warrant charges, higher stock compensation expense, a loss on extinguishment of debt at our NG Advantage majority-controlled subsidiary, and higher depreciation expense associated with the removal of fueling station equipment from select Pilot Travel Centers LLC (“Pilot”) locations.

On a GAAP basis, net loss attributable to Clean Energy for the year ended December 31, 2022 was $(58.7) million, or $(0.26) per share, compared to $(93.1) million, or $(0.44) per share, for the year ended December 31, 2021. Compared to that of 2021, the year ended December 31, 2022 was positively affected by lower Amazon warrant charges and an unrealized gain on commodity swap and customer fueling contracts relating to the Company’s Zero Now truck financing program, partially offset by higher stock compensation expense, costs associated with ramping up our RNG supply investments, losses on extinguishment of debt at our NG Advantage majority-controlled subsidiary, and higher depreciation expense associated with the removal of fueling station equipment from select Pilot locations.

Non-GAAP income (loss) per share and Adjusted EBITDA (each as defined below) for the fourth quarter of 2022 was $0.01 and $12.6 million, respectively. Non-GAAP income (loss) per share and Adjusted EBITDA for the fourth quarter of 2021 was $0.03 and $18.0 million, respectively.

Non-GAAP income (loss) per share and Adjusted EBITDA for the year ended December 31, 2022 was $0.01 and $50.0 million, respectively. Non-GAAP income (loss) per share and Adjusted EBITDA for the year ended December 31, 2021 was $0.04 and $57.0 million, respectively.

Non-GAAP income (loss) per share and Adjusted EBITDA are described below and reconciled to GAAP net income (loss) per share attributable to Clean Energy and GAAP net income (loss) attributable to Clean Energy, respectively.

Non-GAAP Financial Measures

To supplement the Company’s unaudited consolidated financial statements presented in accordance with accounting principles generally accepted in the United States of America (“GAAP”), the Company uses non-GAAP financial measures that it calls non-GAAP income (loss) per share (“non-GAAP income (loss) per share”) and adjusted EBITDA (“Adjusted EBITDA”). Management presents non-GAAP income (loss) per share and Adjusted EBITDA because it believes these measures provide meaningful supplemental information about the Company’s performance, for the following reasons: (1) these measures allow for greater transparency with respect to key metrics used by management to assess the Company’s operating performance and make financial and operational decisions; (2) these measures exclude the effect of items that management believes are not directly attributable to the Company’s core operating performance and may obscure trends in the business; and (3) these measures are used by institutional investors and the analyst community to help analyze the Company’s business. In future quarters, the Company may adjust for other expenditures, charges or gains to present non-GAAP financial measures that the Company’s management believes are indicative of the Company’s core operating performance.

Non-GAAP financial measures are limited as an analytical tool and should not be considered in isolation from, or as a substitute for, the Company’s GAAP results. The Company expects to continue reporting non-GAAP financial measures, adjusting for the items described below (and/or other items that may arise in the future as the Company’s management deems appropriate), and the Company expects to continue to incur expenses, charges or gains like the non-GAAP adjustments described below. Accordingly, unless expressly stated otherwise, the exclusion of these and other similar items in the presentation of non-GAAP financial measures should not be construed as an inference that these costs are unusual, infrequent, or non-recurring. Non-GAAP income (loss) per share and Adjusted EBITDA are not recognized terms under GAAP and do not purport to be an alternative to GAAP income (loss), GAAP income (loss) per share or any other GAAP measure as an indicator of operating performance. Moreover, because not all companies use identical measures and calculations, the Company’s presentation of non-GAAP income (loss) per share and Adjusted EBITDA may not be comparable to other similarly titled measures used by other companies.

Non-GAAP Income (Loss) Per Share

Non-GAAP income (loss) per share, which the Company presents as a non-GAAP measure of its performance, is defined as net income (loss) attributable to Clean Energy Fuels Corp., plus Amazon warrant charges, plus stock-based compensation expense, plus accelerated depreciation expense relating to the removal of fueling station equipment located on certain Pilot premises, plus (minus) loss (income) from the SAFE&CEC S.r.l. equity method investment, and plus (minus) any loss (gain) from changes in the fair value of derivative instruments, the total of which is divided by the Company’s weighted-average common shares outstanding on a diluted basis. The Company’s management believes excluding non-cash expenses related to the Amazon warrant charges provides useful information to investors regarding the Company’s performance because the Amazon warrant charges are measured based upon a fair value determined using a variety of assumptions and estimates, and the Amazon warrant charges do not impact the Company’s operating cash flows related to the delivery and sale of vehicle fuel to its customer. The Company’s management believes excluding non-cash expenses related to stock-based compensation provides useful information to investors regarding the Company’s performance because of the varying available valuation methodologies, the volatility of the expense (which depends on market forces outside of management’s control), the subjectivity of the assumptions and the variety of award types that a company can use, which may obscure trends in a company’s core operating performance. The Company’s management believes excluding non-cash accelerated depreciation expense relating to the removal of fueling station equipment located on certain Pilot premises is helpful to investors because the expense is not part of or representative of the on-going operations of the Company and may reduce comparability or obscure trends in the Company’s operating performance. Similarly, the Company believes excluding the non-cash results from the SAFE&CEC S.r.l. equity method investment is useful to investors because these charges are not part of or representative of the core operations of the Company. In addition, the Company’s management believes excluding the non-cash loss (gain) from changes in the fair value of derivative instruments is useful to investors because the valuation of the derivative instruments is based on a number of subjective assumptions, the amount of the loss or gain is derived from market forces outside of management’s control, and the exclusion of these amounts enables investors to compare the Company’s performance with other companies that do not use, or use different forms of, derivative instruments.

The table below shows GAAP and non-GAAP income (loss) attributable to Clean Energy per share and also reconciles GAAP net income (loss) attributable to Clean Energy to the non-GAAP net income (loss) attributable to Clean Energy figure used in the calculation of non-GAAP income (loss) per share:

		Three Months Ended								Year Ended
		December 31,								December 31,
(in thousands, except share and per share data)		2021				2022				2021				2022
Net loss attributable to Clean Energy Fuels Corp.		$	(2,376	)		$	(12,334	)		$	(93,146	)		$	(58,733	)
Amazon warrant charges			3,404				8,802				83,641				24,302
Stock-based compensation			4,772				5,788				14,994				26,473
Accelerated depreciation expense associated with station equipment removal			—				1,818				—				10,584
Loss (income) from SAFE&CEC S.r.l. equity method investment			(620	)			96				(598	)			650
Loss (gain) from change in fair value of derivative instruments			1,250				(2,123	)			3,490				(517	)
Non-GAAP net income attributable to Clean Energy Fuels Corp.		$	6,430			$	2,047			$	8,381			$	2,759
Diluted weighted-average common shares outstanding			226,660,312				224,842,864				217,401,748				225,039,110
GAAP loss attributable to Clean Energy Fuels Corp. per share		$	(0.01	)		$	(0.06	)		$	(0.44	)		$	(0.26	)
Non-GAAP income attributable to Clean Energy Fuels Corp. per share		$	0.03			$	0.01			$	0.04			$	0.01

Adjusted EBITDA

Adjusted EBITDA, which the Company presents as a non-GAAP measure of its performance, is defined as net income (loss) attributable to Clean Energy Fuels Corp., plus (minus) income tax expense (benefit), plus interest expense (including any losses from the extinguishment of debt), minus interest income, plus depreciation and amortization expense, plus Amazon warrant charges, plus stock-based compensation expense, plus (minus) loss (income) from the SAFE&CEC S.r.l. equity method investment, and plus (minus) any loss (gain) from changes in the fair value of derivative instruments. The Company’s management believes Adjusted EBITDA provides useful information to investors regarding the Company’s performance for the same reasons discussed above with respect to non-GAAP income (loss) per share. In addition, management internally uses Adjusted EBITDA to determine elements of executive and employee compensation.

The table below shows Adjusted EBITDA and also reconciles this figure to GAAP net loss attributable to Clean Energy:

		Three Months Ended								Year Ended
		December 31,								December 31,
(in thousands)		2021				2022				2021				2022
Net loss attributable to Clean Energy Fuels Corp.		$	(2,376	)		$	(12,334	)		$	(93,146	)		$	(58,733	)
Income tax expense			(80	)			(3	)			119				220
Interest expense			954				1,829				4,430				6,308
Interest income			(254	)			(1,601	)			(1,082	)			(3,374	)
Depreciation and amortization			10,976				12,189				45,184				54,674
Amazon warrant charges			3,404				8,802				83,641				24,302
Stock-based compensation			4,772				5,788				14,994				26,473
Loss (income) from SAFE&CEC S.r.l. equity method investment			(620	)			96				(598	)			650
Loss (gain) from change in fair value of derivative instruments			1,250				(2,123	)			3,490				(517	)
Adjusted EBITDA		$	18,026			$	12,643			$	57,032			$	50,003

Fuel and Service Volume

The following tables present, for the three months and year ended December 31, 2021 and 2022, (1) the amount of total fuel volume the Company sold to customers with particular focus on RNG volume as a subset of total fuel volume and (2) operation and maintenance (“O&M”) services volume dispensed at facilities the Company does not own but where it provides O&M services on a per-gallon or fixed fee basis. Certain gallons are included in both fuel and service volumes when the Company sells fuel (product revenue) to a customer and provides maintenance services (service revenue) to the same customer.

		Three Months Ended						Year Ended
Fuel volume, GGEs(2) sold (in millions),		December 31,						December 31,
correlating to total volume-related product revenue		2021			2022			2021			2022
RNG(1)			44.9			54.4			167.0			198.2
Conventional natural gas(1)			20.6			15.7			78.8			69.6
Total fuel volume			65.5			70.1			245.8			267.8

		Three Months Ended						Year Ended
O&M services volume, GGEs(2) serviced (in millions),		December 31,						December 31,
correlating to volume-related O&M services revenue		2021			2022			2021			2022
O&M services volume			58.8			61.6			229.8			240.4

_________________
(1)		All RNG and conventional natural gas sold were sourced from third-party suppliers.
(2)		The Company calculates one gasoline gallon equivalent (“GGE”) to equal 125,000 British Thermal Units (“BTUs”), and, as such, one million BTUs (“MMBTU”) equal eight GGEs.

Sources of Revenue

The following table shows the Company’s sources of revenue for the three months and year ended December 31, 2021 and 2022:

		Three Months Ended							Year Ended
		December 31,							December 31,
Revenue (in millions)		2021				2022			2021				2022
Product revenue:
Volume-related (1)
Fuel sales(2)		$	58.8			$	76.9		$	131.0			$	281.1
Change in fair value of derivative instruments(3)			(1.3	)			2.1			(3.5	)			0.5
RIN Credits			9.8				7.7			31.7				34.7
LCFS Credits			3.8				2.5			16.8				12.6
AFTC			5.7				5.5			20.7				21.8
Total volume-related product revenue			76.8				94.7			196.7				350.7
Station construction sales			3.2				6.6			16.4				22.3
Total product revenue			80.0				101.3			213.1				373.0
Service revenue:
Volume-related, O&M services			11.4				12.2			41.9				45.9
Other services			0.5				0.3			0.6				1.3
Total service revenue			11.9				12.5			42.5				47.2
Total revenue		$	91.9			$	113.8		$	255.6			$	420.2

_______________
(1)		The Company’s volume-related product revenue primarily consists of sales of RNG and conventional natural gas, in the form of CNG and LNG, and sales of RINs and LCFS Credits in addition to changes in fair value of our derivative instruments.
(2)		Includes $8.8 million and $24.3 million of Amazon warrant non-cash stock-based sales incentive contra-revenue charges for the three months and year ended December 31, 2022, respectively. For the three months and year ended December 13, 2021, $3.4 million and $83.6 million, respectively, of Amazon warrant non-cash stock-based sales incentive contra-revenue charges are included.
(3)		The change in fair value of derivative instruments is related to the Company’s commodity swap and customer fueling contracts. The amounts are classified as revenue because the Company’s commodity swap contracts are used to economically offset the risk associated with the diesel-to-natural gas price spread resulting from customer fueling contracts under the Company’s Zero Now truck financing program.

2023 Outlook

GAAP net loss for 2023 is expected to range from approximately $(105) million to $(115) million, assuming no unrealized gains or losses on commodity swap and customer contracts relating to the Company’s Zero Now truck financing program and including Amazon warrant charges estimated to range from $60 million to $70 million. Changes in diesel and natural gas market conditions resulting in unrealized gains or losses on the Company’s commodity swap and customer fueling contracts relating to the Company’s Zero Now truck financing program, and significant variations in the vesting by Amazon of the Amazon warrant could significantly affect the Company’s estimated GAAP net loss for 2023. Adjusted EBITDA for 2023 is estimated to range from approximately $50 million to $60 million. These expectations exclude the impact of any acquisitions, divestitures, new joint ventures, transactions or other extraordinary events including any lingering negative effects associated directly or indirectly with the COVID-19 pandemic, including macroeconomic conditions and global supply chain issues. Additionally, the expectations regarding 2023 Adjusted EBITDA assumes the calculation of this non-GAAP financial measure in the same manner as described above and adding back the estimated Amazon warrant charges described above and without adjustments for any other items that may arise during 2023 that management deems appropriate to exclude. These expectations are forward-looking statements and are qualified by the statement under “Safe Harbor Statement” below.

(in thousands)		2023 Outlook
GAAP Net loss attributable to Clean Energy Fuels Corp.		$	(105,000) – (115,000)
Income tax expense (benefit)			600
Interest expense			18,000
Interest income			(5,600)
Depreciation and amortization			53,500
Stock-based compensation			32,500
Loss (income) from SAFE&CEC S.r.l. equity method investment			—
Loss (gain) from change in fair value of derivative instruments			—
Amazon warrant charges			66,000
Adjusted EBITDA		$	50,000 – 60,000

Today’s Conference Call

The Company will host an investor conference call today at 4:30 p.m. Eastern time (1:30 p.m. Pacific). Investors interested in participating in the live call can dial 1.877.407.0784 from the U.S. and international callers can dial 1.201.689.8560. A telephone replay will be available approximately three hours after the call concludes through Tuesday, March 28, 2023, by dialing 1.844.512.2921 from the U.S., or 1.412.317.6671 from international locations, and entering Replay Pin Number 13735987. There also will be a simultaneous, live webcast available on the Investor Relations section of the Company’s web site at www.cleanenergyfuels.com, which will be available for replay for 30 days.

About Clean Energy Fuels Corp.

Clean Energy Fuels Corp. is the country’s largest provider of the cleanest fuel for the transportation market. Our mission is to decarbonize transportation through the development and delivery of renewable natural gas (“RNG”), a sustainable fuel derived from organic waste. Clean Energy allows thousands of vehicles, from airport shuttles to city buses to waste and heavy-duty trucks, to reduce their amount of climate-harming greenhouse gas. We operate a vast network of fueling stations across the U.S. and Canada. Visit www.cleanenergyfuels.com and follow @ce_renewables on Twitter.

Safe Harbor Statement

This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, including statements about, among other things, our fiscal 2023 outlook, our volume growth, customer expansion, production sources, joint ventures, and the benefits of our fuels.

Forward-looking statements are statements other than historical facts and relate to future events or circumstances or the Company’s future performance, and they are based on the Company’s current assumptions, expectations and beliefs concerning future developments and their potential effect on the Company and its business. As a result, actual results, performance or achievements and the timing of events could differ materially from those anticipated in or implied by these forward-looking statements as a result of many factors including, among others: the direct and indirect impact of the COVID-19 pandemic, including macroeconomic conditions and supply chain issues, and the related impact on our operations, liquidity and financial condition; the willingness of fleets and other consumers to adopt natural gas as a vehicle fuel, and the rate and level of any such adoption; the Company’s ability to capture a substantial share of the market for alternative vehicle fuels and vehicle fuels generally and otherwise compete successfully in these markets; the potential adoption of government policies or programs or increased publicity or popular sentiment in favor of other vehicle fuels; the market’s perception of the benefits of RNG and conventional natural gas relative to other alternative vehicle fuels; natural gas vehicle and engine cost, fuel usage, availability, quality, safety, convenience, design, performance and residual value, as well as operator perception with respect to these factors, in general and in the Company’s key customer markets, including heavy-duty trucking; the Company’s ability to manage and grow its RNG business, including its ability to procure adequate supplies of RNG and generate revenues from sales of such RNG; the Company and its suppliers’ ability to successfully develop and operate projects and produce expected volumes of RNG; the potential commercial viability of livestock waste and dairy farm projects to produce RNG; the Company’s history of net losses and the possibility the Company incurs additional net losses in the future; the Company’s and its partners’ ability to acquire, finance, construct and develop other commercial projects; the Company’s ability to invest in hydrogen stations or modify its fueling stations to reform its RNG to fuel hydrogen and electric vehicles; the Company’s ability to realize the expected benefits from the commercial arrangement with Amazon and related transactions; future supply, demand, use and prices of crude oil, gasoline, diesel, natural gas, and other vehicle fuels, including overall levels of and volatility in these factors; changes in the competitive environment in which we operate, including potentially increasing competition in the market for vehicle fuels generally; the Company’s ability to manage and grow its business of transporting and selling CNG for non-vehicle purposes via virtual natural gas pipelines and interconnects, as well as its station design and construction activities; construction, permitting and other factors that could cause delays or other problems at station construction projects; the Company’s ability to execute and realize the intended benefits of any acquisitions, divestitures, investments or other strategic relationships or transactions; future availability of and our access to additional capital, which may include debt or equity financing, in the amounts and at the times needed to fund growth in the Company’s business and the repayment of its debt obligations (whether at or before their due dates) or other expenditures, as well as the terms and other effects of any such capital raising transaction; the Company’s ability to generate sufficient cash flows to repay its debt obligations as they come due; the availability of environmental, tax and other government legislation, regulations, programs and incentives that promote natural gas, such as AFTC, or other alternatives as a vehicle fuel, including long-standing support for gasoline- and diesel-powered vehicles and growing support for electric and hydrogen-powered vehicles that could result in programs or incentives that favor these or other vehicles or vehicle fuels over natural gas; the Company’s ability to comply with various registration and regulatory requirements related to its RNG projects; the effect of, or potential for changes to greenhouse gas emissions requirements or other environmental regulations applicable to vehicles powered by gasoline, diesel, natural gas or other vehicle fuels and crude oil and natural gas fueling, drilling, production, transportation or use; the Company’s ability to manage the safety and environmental risks inherent in its operations; the Company’s compliance with all applicable government regulations; the impact of the foregoing on the trading price of the Company’s common stock; and general political, regulatory, economic and market conditions.

The forward-looking statements made in this press release speak only as of the date of this press release and the Company undertakes no obligation to update publicly such forward-looking statements to reflect subsequent events or circumstances, except as otherwise required by law. The Company’s periodic reports filed with the Securities and Exchange Commission (www.sec.gov), including its Annual Report on Form 10-K for the year ended December 31, 2022 that the Company expects to file with the Securities and Exchange Commission on or about February 28, 2023, contain additional information about these and other risk factors that may cause actual results to differ materially from the forward-looking statements contained in this press release, and such risk factors may be amended, supplemented or superseded from time to time by other reports the Company files with the Securities and Exchange Commission.

Clean Energy Fuels Corp. and Subsidiaries
Consolidated Balance Sheets
(In thousands, except share and per share data)
		December 31,				December 31,
		2021				2022
Assets
Current assets:
Cash, cash equivalents and current portion of restricted cash		$	99,448			$	125,950
Short-term investments			129,722				139,569
Accounts receivable, net of allowance of $1,205 and $1,375 as of December 31, 2021 and December 31, 2022, respectively			87,433				91,430
Other receivables			24,447				17,026
Inventory			31,302				37,144
Prepaid expenses and other current assets			37,584				60,601
Total current assets			409,936				471,720
Operating lease right-of-use assets			42,537				52,586
Land, property and equipment, net			261,761				264,068
Long-term portion of restricted cash			7,008				—
Notes receivable and other long-term assets, net			56,189				30,467
Investments in other entities			109,811				193,273
Goodwill			64,328				64,328
Intangible assets, net			5,500				5,915
Total assets		$	957,070			$	1,082,357
Liabilities and Stockholders’ Equity
Current liabilities:
Current portion of debt		$	12,845			$	93
Current portion of finance lease obligations			846				948
Current portion of operating lease obligations			3,551				4,206
Accounts payable			24,352				44,435
Accrued liabilities			75,159				90,079
Deferred revenue			7,251				5,970
Derivative liabilities, related party			1,900				2,415
Total current liabilities			125,904				148,146
Long-term portion of debt			23,215				145,471
Long-term portion of finance lease obligations			2,427				2,134
Long-term portion of operating lease obligations			39,431				48,911
Long-term portion of derivative liabilities, related party			2,483				1,430
Other long-term liabilities			8,199				8,794
Total liabilities			201,659				354,886
Commitments and contingencies
Stockholders’ equity:
Preferred stock, $0.0001 par value. 1,000,000 shares authorized; no shares issued and outstanding			—				—
Common stock, $0.0001 par value. 454,000,000 shares authorized; 222,684,923 shares and 222,437,429 shares issued and outstanding as of December 31, 2021 and December 31, 2022, respectively			22				22
Additional paid-in capital			1,519,918				1,553,668
Accumulated deficit			(771,242	)			(829,975	)
Accumulated other comprehensive loss			(1,622	)			(3,722	)
Total Clean Energy Fuels Corp. stockholders’ equity			747,076				719,993
Noncontrolling interest in subsidiary			8,335				7,478
Total stockholders’ equity			755,411				727,471
Total liabilities and stockholders’ equity		$	957,070			$	1,082,357

Clean Energy Fuels Corp. and Subsidiaries
Consolidated Statements of Operations
(In thousands, except share and per share data; Unaudited)
		Three Months Ended								Year Ended
		December 31,								December 31,
		2021				2022				2021				2022
Revenue:
Product revenue		$	80,052			$	101,275			$	213,133			$	372,995
Service revenue			11,876				12,481				42,513				47,169
Total revenue			91,928				113,756				255,646				420,164
Operating expenses:
Cost of sales (exclusive of depreciation and amortization shown separately below):
Product cost of sales			55,244				76,490				189,600				279,748
Service cost of sales			7,247				7,679				26,004				27,993
Selling, general and administrative			24,556				28,547				89,906				109,456
Depreciation and amortization			10,976				12,189				45,184				54,674
Total operating expenses			98,023				124,905				350,694				471,871
Operating loss			(6,095	)			(11,149	)			(95,048	)			(51,707	)
Interest expense			(954	)			(1,829	)			(4,430	)			(6,308	)
Interest income			254				1,601				1,082				3,374
Other income (loss), net			(1	)			36				905				95
Income (loss) from equity method investments			230				(1,226	)			(430	)			(4,824	)
Gain from sale of certain assets of subsidiary			3,885				—				3,885				—
Loss before income taxes			(2,681	)			(12,567	)			(94,036	)			(59,370	)
Income tax (expense) benefit			80				3				(119	)			(220	)
Net loss			(2,601	)			(12,564	)			(94,155	)			(59,590	)
Loss attributable to noncontrolling interest			225				230				1,009				857
Net loss attributable to Clean Energy Fuels Corp.		$	(2,376	)		$	(12,334	)		$	(93,146	)		$	(58,733	)
Net loss attributable to Clean Energy Fuels Corp. per share:
Basic		$	(0.01	)		$	(0.06	)		$	(0.44	)		$	(0.26	)
Diluted		$	(0.01	)		$	(0.06	)		$	(0.44	)		$	(0.26	)
Weighted-average common shares outstanding:
Basic			223,050,879				222,429,591				213,118,694				222,414,790
Diluted			223,050,879				222,429,591				213,118,694				222,414,790

 

View source version on businesswire.com: https://www.businesswire.com/news/home/20230227005832/en/

Investor Contact:

[email protected]

News Media Contact:

Raleigh Gerber

Director of Corporate Communications

949.437.1397

KEYWORDS: California United States North America

INDUSTRY KEYWORDS: Other Energy Oil/Gas Environment Alternative Energy Energy Alternative Vehicles/Fuels Automotive Climate Change

MEDIA:

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Spruce Biosciences to Participate in the Oppenheimer 33^rd Annual Healthcare Conference

SOUTH SAN FRANCISCO, Calif.–(BUSINESS WIRE)–Spruce Biosciences, Inc. (Nasdaq: SPRB), a late-stage biopharmaceutical company focused on developing and commercializing novel therapies for rare endocrine disorders with significant unmet medical need, today announced that Javier Szwarcberg, M.D., M.P.H., Chief Executive Officer, will present at the Oppenheimer 33^rd Annual Healthcare Conference on March 14, 2023 at 2:40 PM ET.

Interested parties can access the live webcast here. An archived copy of the webcast will be available on the events section of the company’s investor relations website for approximately 30 days.

About Spruce Biosciences

Spruce Biosciences is a late-stage biopharmaceutical company focused on developing and commercializing novel therapies for rare endocrine disorders with significant unmet medical need. Spruce is initially developing its wholly-owned product candidate, tildacerfont, as the potential first non-steroidal therapy for patients suffering from classic congenital adrenal hyperplasia (CAH). Spruce is also developing tildacerfont for women suffering from a rare form of polycystic ovary syndrome (PCOS) with primary adrenal androgen excess. To learn more, visit www.sprucebiosciences.com and follow us on Twitter @Spruce_Bio, LinkedIn, Facebook and YouTube.

View source version on businesswire.com: https://www.businesswire.com/news/home/20230228005548/en/

Media

Will Zasadny

Canale Communications

(619) 961-8848

[email protected]

[email protected]

Investors

Xuan Yang

Solebury Trout

(415) 971-9412

[email protected]

[email protected]

KEYWORDS: United States North America California

INDUSTRY KEYWORDS: Biotechnology Pharmaceutical Health

MEDIA:

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BRP Group, Inc. Announces Fourth Quarter and Full Year 2022 Results

– Fourth Quarter 2022 Revenue Grew 55% Year-Over-Year to $246.0 Million –

– Full Year 2022 Revenue Grew 73% Year-Over-Year to $980.7 Million –

– Fourth Quarter 2022 Organic Revenue Growth⁽¹⁾ of 26% –

– Full Year 2022 Organic Revenue Growth of 23% –

TAMPA, Fla.–(BUSINESS WIRE)–
BRP Group, Inc. (“BRP Group” or the “Company”) (NASDAQ: BRP), an independent insurance distribution firm delivering tailored insurance solutions to a wide range of personal and commercial Clients, today announced its results for the fourth quarter and full year ended December 31, 2022.

FOURTH QUARTER 2022 HIGHLIGHTS

• Revenue increased 55% year-over-year to $246.0 million

• Organic Revenue Growth was 26% year-over-year

• GAAP net loss of $91.5 million and GAAP loss per share of $0.84

• Adjusted Net Income⁽²⁾ of $14.4 million, or $0.12⁽²⁾ per fully diluted share

• Adjusted EBITDA⁽³⁾ grew 94% to $39.2 million

• Adjusted EBITDA Margin⁽³⁾ of 16%

“We closed out 2022 with another quarter of double-digit organic growth, which accelerated year over year both in the quarter and for the full year of 2022. This further showcases the strength and resilience of our business model and highlights BRP’s ability to deliver clear value for Clients through our innovative solutions and trusted advice,” said Trevor Baldwin, Chief Executive Officer of BRP Group. “Our strong fourth quarter enabled us to generate full year organic growth of 23% despite the challenging macro environment, while continuing to meaningfully grow our adjusted diluted EPS for the year in the face of rising interest rates. As we progress through 2023, we remain confident in our belief that our unique approach, talented Colleagues and culture, diverse businesses and breadth of solutions for Clients position us well to nimbly navigate the current environment, grow our market share and continue to generate sustainable and profitable double-digit organic growth.”

LIQUIDITY AND CAPITAL RESOURCES

As of December 31, 2022, cash and cash equivalents were $118.1 million and there was $1.3 billion of outstanding principal under the Company’s credit facility. The Company had remaining availability for borrowing of $95.0 million under its revolving credit facility.

FULL YEAR 2022 HIGHLIGHTS

• Revenue increased 73% year-over-year to $980.7 million

• Pro Forma Revenue⁽⁴⁾ grew 41% year-over-year to $1.0 billion

• Organic Revenue Growth of 23% year-over-year

• GAAP net loss of $76.7 million and GAAP loss per share of $0.74

• Adjusted Net Income of $119.0 million, or $1.03 per fully diluted share

• Adjusted EBITDA grew 74% to $196.5 million

• Adjusted EBITDA Margin of 20%

• Pro Forma Adjusted EBITDA⁽⁵⁾ of $202.9 million and Pro Forma Adjusted EBITDA Margin⁽⁵⁾ of 20%

WEBCAST AND CONFERENCE CALL INFORMATION

BRP Group will host a webcast and conference call to discuss fourth quarter 2022 results today at 4:30 PM ET. A live webcast and a slide presentation of the conference call will be available on BRP Group’s investor relations website at ir.baldwinriskpartners.com. The dial-in number for the conference call is (877) 451-6152 (toll-free) or (201) 389-0879 (international). Please dial the number 10 minutes prior to the scheduled start time.

A webcast replay of the call will be available at ir.baldwinriskpartners.com for one year following the call.

ABOUT BRP GROUP

BRP Group (NASDAQ: BRP) is an independent insurance distribution firm delivering tailored insurance and risk management insights and solutions that give our Clients the peace of mind to pursue their purpose, passion and dreams. We are innovating the industry by taking a holistic and tailored approach to risk management, insurance and employee benefits, and support our Clients, Colleagues, Insurance Company Partners and communities through the deployment of vanguard resources and capital to drive our growth. BRP Group represents over 1.2 million clients across the United States and internationally. For more information, please visit www.baldwinriskpartners.com.

FOOTNOTES

(1)		Organic Revenue for the three and twelve months ended December 31, 2021 used to calculate Organic Revenue Growth for the three and twelve months ended December 31, 2022 was $159.2 million and $567.5 million, respectively, which is adjusted to reflect revenues from Partnerships that have reached the twelve-month owned mark during the three and twelve months ended December 31, 2022. Organic Revenue and Organic Revenue Growth are non-GAAP measures. Reconciliation of Organic Revenue and Organic Revenue Growth to commissions and fees, the most directly comparable GAAP financial measure, is set forth in the reconciliation table accompanying this release.
(2)		Adjusted Net Income and Adjusted Diluted EPS are non-GAAP measures. Reconciliation of Adjusted Net Income to net loss attributable to BRP Group and reconciliation of Adjusted Diluted EPS to diluted loss per share, the most directly comparable GAAP financial measures, are set forth in the reconciliation table accompanying this release.
(3)		Adjusted EBITDA and Adjusted EBITDA Margin are non-GAAP measures. Reconciliation of Adjusted EBITDA and Adjusted EBITDA Margin to net loss, the most directly comparable GAAP financial measure, is set forth in the reconciliation table accompanying this release.
(4)		Pro Forma Revenue is a non-GAAP measure. Reconciliation of Pro Forma Revenue to commissions and fees, the most directly comparable GAAP financial measure, is set forth in the reconciliation table accompanying this release.
(5)		Pro Forma Adjusted EBITDA and Pro Forma Adjusted EBITDA Margin are non-GAAP measures. Reconciliation of Pro Forma Adjusted EBITDA and Pro Forma Adjusted EBITDA to net loss, the most directly comparable GAAP financial measure, is set forth in the reconciliation table accompanying this release.

NOTE REGARDING FORWARD-LOOKING STATEMENTS

This press release may contain various “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, which represent BRP Group’s expectations or beliefs concerning future events. Forward-looking statements are statements other than historical facts and may include statements that address future operating, financial or business performance or BRP Group’s strategies or expectations. In some cases, you can identify these statements by forward-looking words such as “may,” “might,” “will,” “should,” “expects,” “plans,” “anticipates,” “believes,” “estimates,” “predicts,” “projects,” “potential,” “outlook” or “continue,” or the negative of these terms or other comparable terminology. Forward-looking statements are based on management’s current expectations and beliefs and involve significant risks and uncertainties that could cause actual results, developments and business decisions to differ materially from those contemplated by these statements.

Factors that could cause actual results or performance to differ from the expectations expressed or implied in such forward-looking statements include, but are not limited to, those described under the caption “Risk Factors” in BRP Group’s Annual Report on Form 10-K for the year ended December 31, 2022, and in BRP Group’s other filings with the SEC, which are available free of charge on the SEC’s website at: www.sec.gov. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those indicated. All forward-looking statements and all subsequent written and oral forward-looking statements attributable to BRP Group or to persons acting on behalf of BRP Group are expressly qualified in their entirety by reference to these risks and uncertainties. You should not place undue reliance on forward-looking statements. Forward-looking statements speak only as of the date they are made, and BRP Group does not undertake any obligation to update them in light of new information, future developments or otherwise, except as may be required under applicable law.

BRP GROUP, INC.

Consolidated Statements of Comprehensive Loss

	For the Three Months Ended December 31,						For the Years Ended December 31,
(in thousands, except share and per share data)		2022			2021			2022			2021
Revenues:
Commissions and fees	$	246,044		$	159,200		$	980,720		$	567,290
Operating expenses:
Commissions, employee compensation and benefits		196,927			121,529			719,445			400,050
Other operating expenses		49,284			37,782			173,708			102,162
Amortization expense		21,826			14,845			81,738			48,720
Change in fair value of contingent consideration		43,116			22,033			32,307			45,196
Depreciation expense		1,311			868			4,620			2,788
Total operating expenses		312,464			197,057			1,011,818			598,916
Operating loss		(66,420)			(37,857)			(31,098)			(31,626)
Other income (expense):
Interest expense, net		(25,324)			(8,468)			(71,072)			(26,899)
Other income, net		986			1,959			26,137			424
Total other expense		(24,338)			(6,509)			(44,935)			(26,475)
Loss before income taxes		(90,758)			(44,366)			(76,033)			(58,101)
Income tax expense		715			19			715			19
Net loss		(91,473)			(44,385)			(76,748)			(58,120)
Less: net loss attributable to noncontrolling interests		(42,983)			(21,738)			(34,976)			(27,474)
Net loss attributable to BRP Group	$	(48,490)		$	(22,647)		$	(41,772)		$	(30,646)
Comprehensive loss	$	(91,473)		$	(44,385)		$	(76,748)		$	(58,120)
Comprehensive loss attributable to noncontrolling interests		(42,983)			(21,738)			(34,976)			(27,474)
Comprehensive loss attributable to BRP Group		(48,490)			(22,647)			(41,772)			(30,646)
Basic and diluted loss per share	$	(0.84)		$	(0.41)		$	(0.74)		$	(0.64)
Basic and diluted weighted-average shares of Class A common stock outstanding		57,997,896			54,874,756			56,825,348			47,587,866

BRP GROUP, INC.

Consolidated Balance Sheets

		December 31,
(in thousands, except share and per share data)			2022			2021
Assets
Current assets:
Cash and cash equivalents		$	118,090		$	138,292
Restricted cash			112,381			89,445
Premiums, commissions and fees receivable, net			531,992			340,837
Prepaid expenses and other current assets			9,823			8,151
Due from related parties			113			1,668
Total current assets			772,399			578,393
Property and equipment, net			25,405			17,474
Right-of-use assets			96,465			81,646
Other assets			45,935			25,586
Intangible assets, net			1,099,918			944,467
Goodwill			1,422,060			1,228,741
Total assets		$	3,462,182		$	2,876,307
Liabilities, Mezzanine Equity and Stockholders’ Equity
Current liabilities:
Premiums payable to insurance companies		$	471,294		$	315,907
Producer commissions payable			53,927			35,971
Accrued expenses and other current liabilities			125,743			92,223
Related party notes payable			1,525			61,500
Current portion of contingent earnout liabilities			46,717			35,088
Total current liabilities			699,206			540,689
Revolving line of credit			505,000			35,000
Long-term debt, less current portion			809,862			814,614
Contingent earnout liabilities, less current portion			220,219			223,501
Operating lease liabilities, less current portion			87,692			71,357
Other liabilities			164			3,590
Total liabilities			2,322,143			1,688,751
Commitments and contingencies
Mezzanine equity:
Redeemable noncontrolling interest			487			269
Stockholders’ equity:
Class A common stock, par value $0.01 per share, 300,000,000 shares authorized; 61,447,368 and 58,602,859 shares issued and outstanding at December 31, 2022 and 2021, respectively			614			586
Class B common stock, par value $0.0001 per share, 100,000,000 shares authorized; 54,504,918 and 56,338,051 shares issued and outstanding at December 31, 2022 and 2021, respectively			5			6
Additional paid-in capital			704,291			663,002
Accumulated deficit			(96,764)			(54,992)
Stockholder notes receivable			(42)			(219)
Total stockholders’ equity attributable to BRP Group			608,104			608,383
Noncontrolling interest			531,448			578,904
Total stockholders’ equity			1,139,552			1,187,287
Total liabilities, mezzanine equity and stockholders’ equity		$	3,462,182		$	2,876,307

BRP GROUP, INC.

Consolidated Statements of Cash Flows

		For the Years Ended December 31,
(in thousands)			2022			2021
Cash flows from operating activities:
Net loss		$	(76,748)		$	(58,120)
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:
Depreciation and amortization			86,358			51,508
Change in fair value of contingent consideration			32,307			45,196
Share-based compensation expense			47,389			19,193
(Gain) loss on interest rate caps			(26,220)			123
Payment of contingent earnout consideration in excess of purchase price accrual			(49,926)			(4,825)
Amortization of deferred financing costs			5,120			3,506
Other fair value adjustments			135			311
Changes in operating assets and liabilities, net of effect of acquisitions:
Premiums, commissions and fees receivable, net			(183,006)			(64,501)
Prepaid expenses and other assets			(11,320)			(8,032)
Due to/from related parties			937			(1,649)
Right-of-use assets			(13,492)			(81,646)
Accounts payable, accrued expenses and other current liabilities			173,362			55,188
Operating lease liabilities			16,531			83,877
Other liabilities			(3,889)			—
Net cash provided by (used in) operating activities			(2,462)			40,129
Cash flows from investing activities:
Cash consideration paid for business combinations, net of cash received			(387,919)			(668,033)
Cash consideration paid for asset acquisitions			(3,356)			(3,212)
Capital expenditures, net			(21,979)			(5,321)
Investment in business ventures			(1,103)			(1,907)
Net cash used in investing activities			(414,357)			(678,473)
Cash flows from financing activities:
Proceeds from issuance of Class A common stock, net of underwriting discounts			—			269,375
Payment of common stock offering costs			—			(1,054)
Payment of contingent earnout consideration up to amount of purchase price accrual			(48,309)			(7,723)
Proceeds from revolving line of credit			512,000			420,210
Payments on revolving line of credit			(42,000)			(385,210)
Proceeds from long-term debt			—			441,430
Payments on long-term debt			(8,509)			(5,630)
Payments of debt issuance costs			(1,821)			(1,124)
Proceeds from the sales and settlements of interest rate caps			21,246			—
Purchase of interest rate caps			(3,838)			(6,461)
Tax distributions to BRP’s LLC Members			(9,393)			—
Proceeds received from repayment of stockholder notes receivable			177			246
Net cash provided by financing activities			419,553			724,059
Net increase in cash and cash equivalents and restricted cash			2,734			85,715
Cash and cash equivalents and restricted cash at beginning of year			227,737			142,022
Cash and cash equivalents and restricted cash at end of year		$	230,471		$	227,737

NON-GAAP FINANCIAL MEASURES

Adjusted EBITDA, Adjusted EBITDA Margin, Organic Revenue, Organic Revenue Growth, Adjusted Net Income, Adjusted Diluted Earnings Per Share (“EPS”), Pro Forma Revenue, Pro Forma Adjusted EBITDA, Pro Forma Adjusted EBITDA Margin and adjusted net cash provided by operating activities (“free cash flow”) are not measures of financial performance under GAAP and should not be considered substitutes for GAAP measures, including commissions and fees (for Organic Revenue, Organic Revenue Growth and Pro Forma Revenue), net income (loss) (for Adjusted EBITDA, Adjusted EBITDA Margin, Pro Forma Adjusted EBITDA and Pro Forma Adjusted EBITDA Margin), net income (loss) attributable to BRP Group (for Adjusted Net Income), diluted earnings (loss) per share (for Adjusted Diluted EPS) or net cash provided by (used in) operating activities (for free cash flow), which we consider to be the most directly comparable GAAP measures. These non-GAAP financial measures have limitations as analytical tools, and when assessing our operating performance, you should not consider these non-GAAP financial measures in isolation or as substitutes for commissions and fees, net income (loss), net income (loss) attributable to BRP Group, diluted earnings (loss) per share or other consolidated income statement data prepared in accordance with GAAP. Other companies in our industry may define or calculate these non-GAAP financial measures differently than we do, and accordingly, these measures may not be comparable to similarly titled measures used by other companies.

We define Adjusted EBITDA as net income (loss) before interest, taxes, depreciation, amortization, change in fair value of contingent consideration and certain items of income and expense, including share-based compensation expense, transaction-related Partnership and integration expenses, severance, and certain non-recurring items, including those related to raising capital. We believe that Adjusted EBITDA is an appropriate measure of operating performance because it eliminates the impact of income and expenses that do not relate to business performance, and that the presentation of this measure enhances an investor’s understanding of our financial performance.

Adjusted EBITDA Margin is Adjusted EBITDA divided by commissions and fees. Adjusted EBITDA Margin is a key metric used by management and our board of directors to assess our financial performance. We believe that Adjusted EBITDA Margin is an appropriate measure of operating performance because it eliminates the impact of income and expenses that do not relate to business performance, and that the presentation of this measure enhances an investor’s understanding of our financial performance. We believe that Adjusted EBITDA Margin is helpful in measuring profitability of operations on a consolidated level.

Adjusted EBITDA and Adjusted EBITDA Margin have important limitations as analytical tools. For example, Adjusted EBITDA and Adjusted EBITDA Margin:

• do not reflect any cash capital expenditure requirements for the assets being depreciated and amortized that may have to be replaced in the future;

• do not reflect changes in, or cash requirements for, our working capital needs;

• do not reflect the impact of certain cash charges resulting from matters we consider not to be indicative of our ongoing operations;

• do not reflect the interest expense or the cash requirements necessary to service interest or principal payments on our debt;

• do not reflect share-based compensation expense and other non-cash charges; and

• exclude certain tax payments that may represent a reduction in cash available to us.

We calculate Organic Revenue based on commissions and fees for the relevant period by excluding the first twelve months of commissions and fees generated from new Partners. Organic Revenue Growth is the change in Organic Revenue period-to-period, with prior period results adjusted to include commissions and fees that were excluded in the prior period because the relevant Partners had not yet reached the twelve-month owned mark, but which have reached the twelve-month owned mark in the current period. For example, revenues from a Partner acquired on June 1, 2021 are excluded from Organic Revenue for 2021. However, after June 1, 2022, results from June 1, 2021 to December 31, 2021 for such Partners are compared to results from June 1, 2022 to December 31, 2022 for purposes of calculating Organic Revenue Growth in 2022. Organic Revenue Growth is a key metric used by management and our board of directors to assess our financial performance. We believe that Organic Revenue and Organic Revenue Growth are appropriate measures of operating performance as they allow investors to measure, analyze and compare growth in a meaningful and consistent manner. Reconciliation of guidance regarding Organic Revenue Growth to the most directly comparable GAAP measure is not available without unreasonable efforts on a forward-looking basis due to the high variability, complexity, and low visibility with respect to the commissions and fees generated for Organic Revenue, the non-GAAP metric from which Organic Revenue Growth is derived; in particular, the measures of commissions and fees generated from new Partners once they reach the twelve-month owned mark.

Adjusted Net Income is presented for the purpose of calculating Adjusted Diluted EPS. We define Adjusted Net Income as net income (loss) attributable to BRP Group adjusted for depreciation, amortization, change in fair value of contingent consideration and certain items of income and expense, including share-based compensation expense, transaction-related Partnership and integration expenses, severance, and certain non-recurring costs that, in the opinion of management, significantly affect the period-over-period assessment of operating results, and the related tax effect of those adjustments. We believe that Adjusted Net Income is an appropriate measure of operating performance because it eliminates the impact of expenses that do not relate to business performance.

Adjusted Diluted EPS measures our per share earnings excluding certain expenses as discussed above and assuming all shares of Class B common stock were exchanged for Class A common stock. Adjusted Diluted EPS is calculated as Adjusted Net Income divided by adjusted dilutive weighted-average shares outstanding. We believe Adjusted Diluted EPS is useful to investors because it enables them to better evaluate per share operating performance across reporting periods.

Pro Forma Revenue reflects GAAP revenue (commissions and fees), plus revenue from Partnerships in the unowned periods.

Pro Forma Adjusted EBITDA takes into account Adjusted EBITDA from Partnerships in the unowned periods and eliminates the effects of financing, depreciation and amortization. We define Pro Forma Adjusted EBITDA as pro forma net income (loss) before interest, taxes, depreciation, amortization, change in fair value of contingent consideration and certain items of income and expense, including share-based compensation expense, transaction-related Partnership and integration expenses, severance, and certain non-recurring costs, including those related to raising capital. We believe that Pro Forma Adjusted EBITDA is an appropriate measure of operating performance because it eliminates the impact of expenses that do not relate to business performance, and that the presentation of this measure enhances an investor’s understanding of our financial performance.

Pro Forma Adjusted EBITDA Margin is Pro Forma Adjusted EBITDA divided by Pro Forma Revenue. Pro Forma Adjusted EBITDA Margin is a key metric used by management and our board of directors to assess our financial performance. We believe that Pro Forma Adjusted EBITDA Margin is an appropriate measure of operating performance because it eliminates the impact of expenses that do not relate to business performance, and that the presentation of this measure enhances an investor’s understanding of our financial performance. We believe that Pro Forma Adjusted EBITDA Margin is helpful in measuring profitability of operations on a consolidated level.

We calculate free cash flow because we hold fiduciary cash designated for our Insurance Company Partners on behalf of our Clients and incur substantial earnout liabilities in conjunction with our Partnership strategy. Free cash flow is calculated as net cash provided by (used in) operating activities excluding the impact of: (i) the change in premiums, commissions and fees receivable, net; (ii) the change in accounts payable, accrued expenses and other current liabilities; and (iii) the payment of contingent earnout consideration in excess of purchase price accrual. We believe that free cash flow is an important financial measure for use in evaluating financial performance because it measures our ability to generate additional cash from our business operations.

Adjusted EBITDA and Adjusted EBITDA Margin

The following table reconciles Adjusted EBITDA and Adjusted EBITDA Margin to net loss, which we consider to be the most directly comparable GAAP financial measure:

		For the Three Months Ended December 31,						For the Years Ended December 31,
(in thousands, except percentages)			2022			2021			2022			2021
Commissions and fees		$	246,044		$	159,200		$	980,720		$	567,290
Net loss		$	(91,473)		$	(44,385)		$	(76,748)		$	(58,120)
Adjustments to net loss:
Amortization expense			21,826			14,845			81,738			48,720
Interest expense, net			25,324			8,468			71,072			26,899
Share-based compensation			21,324			7,272			47,389			19,193
Transaction-related Partnership and integration expenses			5,036			7,956			34,588			19,182
Change in fair value of contingent consideration			43,116			22,033			32,307			45,196
(Gain) loss on interest rate caps			(800)			(1,036)			(26,220)			123
Depreciation expense			1,311			868			4,620			2,788
Severance			120			390			1,255			871
Income tax provision			715			19			715			19
Other(1)			12,691			3,816			25,774			8,038
Adjusted EBITDA		$	39,190		$	20,246		$	196,490		$	112,909
Adjusted EBITDA Margin			16 %			13 %			20 %			20 %

__________

(1)

Other addbacks to Adjusted EBITDA include certain expenses that are considered to be non-recurring or non-operational, including certain recruiting costs, remediation efforts, professional fees, litigation costs and bonuses.

Organic Revenue and Organic Revenue Growth

The following table reconciles Organic Revenue to commissions and fees, which we consider to be the most directly comparable GAAP financial measure:

		For the Three Months Ended December 31,						For the Years Ended December 31,
(in thousands, except percentages)			2022			2021			2022			2021
Commissions and fees		$	246,044		$	159,200		$	980,720		$	567,290
Partnership commissions and fees(1)			(46,059)			(75,888)			(280,660)			(272,272)
Organic Revenue		$	199,985		$	83,312		$	700,060		$	295,018
Organic Revenue Growth(2)		$	40,785		$	12,904		$	132,610		$	54,004
Organic Revenue Growth %(2)			26 %			18 %			23 %			22 %

__________

(1)		Includes the first twelve months of such commissions and fees generated from newly acquired Partners.
(2)		Organic Revenue for the three and twelve months ended December 31, 2021 used to calculate Organic Revenue Growth for the three and twelve months ended December 31, 2022 was $159.2 million and $567.5 million, respectively, which is adjusted to reflect revenues from Partnerships that reached the twelve-month owned mark during the three and twelve months ended December 31, 2022.

Adjusted Net Income and Adjusted Diluted EPS

The following table reconciles Adjusted Net Income to net loss attributable to BRP Group and reconciles Adjusted Diluted EPS to diluted loss per share attributable to BRP Group Class A common stock:

		For the Three Months Ended December 31,						For the Years Ended December 31,
(in thousands, except per share data)			2022			2021			2022			2021
Net loss attributable to BRP Group		$	(48,490)		$	(22,647)		$	(41,772)		$	(30,646)
Net loss attributable to noncontrolling interests			(42,983)			(21,738)			(34,976)			(27,474)
Amortization expense			21,826			14,845			81,738			48,720
Share-based compensation			21,324			7,272			47,389			19,193
Transaction-related Partnership and integration expenses			5,036			7,956			34,588			19,182
Change in fair value of contingent consideration			43,116			22,033			32,307			45,196
(Gain) loss on interest rate caps, net of cash settlements			859			(1,036)			(24,012)			123
Amortization of deferred financing costs			1,226			1,205			5,120			3,506
Depreciation			1,311			868			4,620			2,788
Severance			120			390			1,255			871
Other(1)			12,691			3,816			25,774			8,038
Adjusted pre-tax income			16,036			12,964			132,031			89,497
Adjusted income taxes(2)			1,587			1,283			13,071			8,860
Adjusted Net Income		$	14,449		$	11,681		$	118,960		$	80,637
Weighted-average shares of Class A common stock outstanding – diluted			57,998			54,875			56,825			47,588
Dilutive effect of non-vested restricted shares of Class A common stock			3,706			2,710			3,526			1,982
Exchange of Class B common stock(3)			54,579			55,638			55,450			51,811
Adjusted dilutive weighted-average shares outstanding			116,283			113,223			115,801			101,381
Adjusted Diluted EPS		$	0.12		$	0.10		$	1.03		$	0.80
Diluted loss per share		$	(0.84)		$	(0.41)		$	(0.74)		$	(0.64)
Effect of exchange of Class B common stock and net loss attributable to noncontrolling interests per share			0.05			0.02			0.08			0.07
Other adjustments to loss per share			0.92			0.50			1.80			1.46
Adjusted income taxes per share			(0.01)			(0.01)			(0.11)			(0.09)
Adjusted Diluted EPS		$	0.12		$	0.10		$	1.03		$	0.80

___________

(1)		Other addbacks to Adjusted Net Income include certain expenses that are considered to be non-recurring or non-operational, including certain recruiting costs, remediation efforts, professional fees, litigation costs and bonuses.
(2)		Represents corporate income taxes at assumed effective tax rate of 9.9% applied to adjusted pre-tax income.
(3)		Assumes the full exchange of Class B common stock for Class A common stock pursuant to the Amended LLC Agreement.

Pro Forma Revenue

The following table reconciles Pro Forma Revenue and Pro Forma Revenue Growth to commissions and fees, which we consider to be the most directly comparable GAAP financial measure:

		For the Three Months Ended December 31,						For the Years Ended December 31,
(in thousands, except percentages)			2022			2021			2022			2021
Commissions and fees		$	246,044		$	159,200		$	980,720		$	567,290
Revenue for Partnerships in the unowned period(1)			—			10,773			33,768			152,030
Pro Forma Revenue		$	246,044		$	169,973		$	1,014,488		$	719,320
Pro Forma Revenue Growth		$	76,071		$	75,567		$	295,168		$	293,071
Pro Forma Revenue Growth %			45 %			80 %			41 %			69 %

___________

(1)

The adjustments for the three months ended December 31, 2021 reflect commissions and fees for Wood Guttman & Bogart Insurance Brokers, Construction Risk Partners, LLC, Brush Creek, LLC and Arcana Insurance Services, LP as if the Company had acquired the Partners on January 1, 2021. The adjustments for the year ended December 31, 2022 reflect commissions and fees for Westwood Insurance Agency, Venture Captive Management, LLC and National Health Plans & Benefits Agency, LLC as if the Company had acquired the Partners on January 1, 2022. The adjustments for the year ended December 31, 2021 reflect commissions and fees for LeaseTrack Services LLC/Effective Coverage LLC, Riley Financial, Inc. (operating as “Medicare Help Now”), Tim Altman, Inc. (operating as “Only Medicare Solutions”), Seniors’ Insurance Services of Washington, Inc., Mid-Continent Companies, Ltd., RogersGray Inc., EBSME, LLC, FounderShield LLC, The Capital Group, LLC, River Oak Risk, LLC, White Hill Plaza, Inc., Jacobson, Goldfarb & Scott, Inc, Wood Guttman & Bogart Insurance Brokers, Construction Risk Partners, LLC, Brush Creek, LLC and Arcana Insurance Services, LP as if the Company had acquired the Partners on January 1, 2021. This unaudited pro forma information should not be relied upon as being indicative of the historical results that would have been obtained if the acquisitions had occurred on that date, nor the results that may be obtained in the future.

Pro Forma Adjusted EBITDA and Pro Forma Adjusted EBITDA Margin

The following table reconciles Pro Forma Adjusted EBITDA and Pro Forma Adjusted EBITDA Margin to net loss, which we consider to be the most directly comparable GAAP financial measure:

		For the Three Months Ended December 31,						For the Years Ended December 31,
(in thousands, except percentages)			2022			2021			2022			2021
Pro forma revenue		$	246,044		$	169,973		$	1,014,488		$	719,320
Net loss			(91,473)			(44,385)			(76,748)			(58,120)
Net income (loss) for Partnerships in the unowned period(1)			636			5,421			(2,069)			29,078
Pro forma net loss			(90,837)			(38,964)			(78,817)			(29,042)
Adjustments to pro forma net loss:
Amortization expense			21,826			16,451			88,537			68,805
Interest expense, net			24,688			9,333			72,789			39,852
Share-based compensation			21,324			7,272			47,389			19,193
Transaction-related Partnership and integration expenses			5,036			7,956			34,588			19,182
Change in fair value of contingent consideration			43,116			22,033			32,307			45,196
(Gain) loss on interest rate caps			(800)			(1,036)			(26,220)			123
Depreciation expense			1,311			868			4,620			2,788
Severance			120			390			1,255			871
Income tax provision			715			19			715			19
Other			12,691			3,816			25,774			8,038
Pro Forma Adjusted EBITDA		$	39,190		$	28,138		$	202,937		$	175,025
Pro Forma Adjusted EBITDA Margin			16 %			17 %			20 %			24 %

___________

(1)

The adjustments for the three months ended December 31, 2021 reflect net income (loss) for Wood Guttman & Bogart Insurance Brokers, Construction Risk Partners, LLC, Brush Creek, LLC and Arcana Insurance Services, LP as if the Company had acquired the Partners on January 1, 2021. The adjustments for the year ended December 31, 2022 reflect net income (loss) for Westwood Insurance Agency, Venture Captive Management, LLC and National Health Plans & Benefits Agency, LLC as if the Company had acquired the Partners on January 1, 2022. The adjustments for the year ended December 31, 2021 reflect net income (loss) for LeaseTrack Services LLC/Effective Coverage LLC, Riley Financial, Inc. (operating as “Medicare Help Now”), Tim Altman, Inc. (operating as “Only Medicare Solutions”), Seniors’ Insurance Services of Washington, Inc., Mid-Continent Companies, Ltd., RogersGray Inc., EBSME, LLC, FounderShield LLC, The Capital Group, LLC, River Oak Risk, LLC, White Hill Plaza, Inc., Jacobson, Goldfarb & Scott, Inc, Wood Guttman & Bogart Insurance Brokers, Construction Risk Partners, LLC, Brush Creek, LLC and Arcana Insurance Services, LP as if the Company had acquired the Partners on January 1, 2021. This unaudited pro forma information should not be relied upon as being indicative of the historical results that would have been obtained if the acquisitions had occurred on that date, nor the results that may be obtained in the future.

Adjusted Net Cash Provided by Operating Activities (“Free Cash Flow”)

The following table reconciles free cash flow to net cash provided by (used in) operating activities, which we consider to be the most directly comparable GAAP financial measure:

		For the Years Ended December 31,
(in thousands)			2022			2021
Net cash provided by (used in) operating activities		$	(2,462)		$	40,129
Adjustments to net cash provided by (used in) operating activities:
Payment of contingent earnout consideration in excess of purchase price accrual			49,926			4,825
Change in premiums, commissions and fees receivable, net			183,006			64,501
Change in accounts payable, accrued expenses and other current liabilities			(173,362)			(55,188)
Free cash flow		$	57,108		$	54,267

COMMONLY USED DEFINED TERMS

The following terms have the following meanings throughout this press release unless the context indicates or requires otherwise:

Amended LLC Agreement		Third Amended and Restated Limited Liability Company Agreement of Baldwin Risk Partners, LLC, as amended
Clients		Our insureds
Colleagues		Our employees
GAAP		Accounting principles generally accepted in the United States of America
Insurance Company Partners		Insurance companies with which we have a contractual relationship
Partners		Companies that we have acquired, or in the case of asset acquisitions, the producers
Partnerships		Strategic acquisitions made by the Company
SEC		U.S. Securities and Exchange Commission

 

View source version on businesswire.com: https://www.businesswire.com/news/home/20230228006271/en/

INVESTOR RELATIONS

Bonnie Bishop, Executive Director

Baldwin Risk Partners

(813) 259-8032 | [email protected]

PRESS

Anna R. Rozenich, Senior Director – Enterprise Communications

Baldwin Risk Partners

(630) 561-5907 | [email protected]

KEYWORDS: United States North America Florida

INDUSTRY KEYWORDS: Other Professional Services Professional Services Insurance

MEDIA:

Posted on February 28, 2023 4:31 pm

Verrica Pharmaceuticals Announces Participation at The Cowen 43rd Annual Health Care Conference

WEST CHESTER, Pa., Feb. 28, 2023 (GLOBE NEWSWIRE) — Verrica Pharmaceuticals Inc. (“Verrica”) (Nasdaq: VRCA), a dermatology therapeutics company developing medications for skin diseases requiring medical interventions, today announced Ted White, Verrica President and CEO, will participate in a fireside chat at The Cowen 43^rd Annual Health Care Conference, taking place from March 6 – 8, 2023, in Boston, MA.

Event details:

Date: Monday, March 6, 2023

Time: 2:50 PM – 3:20 PM ET

Location: Boston, MA

Participants may access a live webcast of the event through the following link:
(https://wsw.com/webcast/cowen132/vrca/2007768)

The webcast can also be accessed in the Investors/Presentations & Events section of the Verrica website at www.verrica.com. The webcast replay will be available shortly after conclusion of the event for 30 days.

About Verrica Pharmaceuticals Inc.

Verrica is a dermatology therapeutics company developing medications for skin diseases requiring medical interventions. Verrica’s late-stage product candidate, VP-102, is in development to treat molluscum, common warts and external genital warts, three of the largest unmet needs in medical dermatology. Verrica is also developing VP-103, its second cantharidin-based product candidate, for the treatment of plantar warts. The Company has also entered a worldwide license agreement with Lytix Biopharma AS to develop and commercialize VP-LTX-315 for dermatologic oncology conditions. For more information, visit www.verrica.com.

Forward-Looking Statements

Any statements contained in this press release that do not describe historical facts may constitute forward-looking statements as that term is defined in the Private Securities Litigation Reform Act of 1995. These statements may be identified by words such as “believe,” “expect,” “may,” “plan,” “potential,” “will,” “look forward,” and similar expressions, and are based on Verrica’s current beliefs and expectations. These forward-looking statements include expectations with regard to the future relationship of Verrica and PPS, Verrica’s expectations with regard to the timing of the resubmission of the NDA for VP-102 and the potential approval of VP-102. These statements involve risks and uncertainties that could cause actual results to differ materially from those reflected in such statements. Risks and uncertainties that may cause actual results to differ materially include uncertainties inherent in the drug development process and the regulatory approval process, Verrica’s reliance on third parties over which it may not always have full control, uncertainties related to the COVID-19 pandemic and other risks and uncertainties that are described in Verrica’s Annual Report on Form 10-K for the year ended December 31, 2021 and other filings Verrica makes with the U.S. Securities and Exchange Commission. Any forward-looking statements speak only as of the date of this press release and are based on information available to Verrica as of the date of this release, and Verrica assumes no obligation to, and does not intend to, update any forward-looking statements, whether as a result of new information, future events or otherwise.

FOR MORE INFORMATION, PLEASE CONTACT:

Investors:

Terry Kohler

Chief Financial Officer
[email protected]

Kevin Gardner

LifeSci Advisors
[email protected]

Chris Calabrese

LifeSci Advisors
[email protected]

Posted on February 28, 2023 4:30 pm

Eyenovia Announces Independent Director Stephen Benjamin to Step Down to Assume Role of Head of White House’s Office of Public Engagement

NEW YORK, Feb. 28, 2023 (GLOBE NEWSWIRE) — Eyenovia, Inc. (NASDAQ: EYEN), a pre-commercial ophthalmic technology company developing the Optejet^® delivery system for use both in connection with its own drug-device therapeutic programs for mydriasis, presbyopia and pediatric progressive myopia as well as out-licensing for additional indications, today announced that Stephen Benjamin, an independent director on the Company’s Board of Directors, is stepping down to assume the role of Head of the White House’s Office of Public Engagement.

Mr. Benjamin, an attorney, former three-term mayor of Columbia, South Carolina and 76^th President of the U.S. Conference of Mayors, with an extensive record of achievement in government and the public sector, joined the Eyenovia Board in February 2022.

“We are beyond thrilled for Stephen, and wish him all the best in this important and high-profile role within the President’s administration,” stated Michael Rowe, Chief Executive Officer of Eyenovia. “Over the past year, Steve Benjamin’s insights and guidance have served us well at Eyenovia, and it is due in part to his service that we have achieved so much during that time.”

Eyenovia’s Board will continue to consist of seven members. A search for Mr. Benjamin’s successor on the Eyenovia Board has been initiated.

About Eyenovia, Inc.
Eyenovia, Inc. (NASDAQ: EYEN) is an ophthalmic pharmaceutical technology company developing a pipeline of microdose array print (MAP^TM) therapeutics. Eyenovia is currently focused on the late-stage development of microdosed medications for mydriasis, presbyopia and myopia progression. For more information, visit Eyenovia.com.

The Eyenovia Corporate Information slide deck may be found at ir.eyenovia.com/events-and-presentations.

Forward-Looking Statements
Except for historical information, all the statements, expectations and assumptions contained in this presentation are forward-looking statements. Forward-looking statements include, but are not limited to, statements that express our intentions, beliefs, expectations, strategies, predictions or any other statements relating to our future activities or other future events or conditions, including estimated market opportunities for our product candidates and platform technology. These statements are based on current expectations, estimates and projections about our business based, in part, on assumptions made by management. These statements are not guarantees of future performance and involve risks, uncertainties and assumptions that are difficult to predict. Therefore, actual outcomes and results may, and in some cases are likely to, differ materially from what is expressed or forecasted in the forward-looking statements due to numerous factors discussed from time to time in documents which we file with the U.S. Securities and Exchange Commission.

In addition, such statements could be affected by risks and uncertainties related to, among other things: risks of our clinical trials, including, but not limited to, the costs, design, initiation and enrollment, timing, progress and results of such trials; the timing of, and our ability to submit applications for, obtaining and maintaining regulatory approvals for our product candidates; the potential advantages of our product candidates and platform technology; the rate and degree of market acceptance and clinical utility of our product candidates; our estimates regarding the potential market opportunity for our product candidates; reliance on third parties to develop and commercialize our product candidates; the ability of us and our partners to timely develop, implement and maintain manufacturing, commercialization and marketing capabilities and strategies for our product candidates; intellectual property risks; changes in legal, regulatory, legislative and geopolitical environments in the markets in which we operate and the impact of these changes on our ability to obtain regulatory approval for our products; and our competitive position.

Any forward-looking statements speak only as of the date on which they are made, and except as may be required under applicable securities laws, Eyenovia does not undertake any obligation to update any forward-looking statements.

Eyenovia Contact:

Eyenovia, Inc.
John Gandolfo
Chief Financial Officer
[email protected]

Eyenovia Investor Contact:

Eric Ribner
LifeSci Advisors, LLC
[email protected]
(646) 751-4363

Eyenovia Media Contact:

Eyenovia, Inc.
Norbert Lowe
Vice President, Commercial Operations
[email protected]

Posted on February 28, 2023 4:30 pm

Oak Street Health Reports Full Year 2022 Results

Oak Street Health Reports Full Year 2022 Results

CHICAGO–(BUSINESS WIRE)–
Oak Street Health, Inc. (NYSE: OSH, or the “Company”), a network of value-based primary care centers for adults on Medicare, today reported financial results for the year ended December 31, 2022.

“Our team’s commitment and hard work delivered outstanding health outcomes and an unmatched patient experience leading to consistent center-level performance and strong full year results. We remain committed to improving the well-being of our patients, bringing new patients to the Oak Street model, and rebuilding healthcare as it should be,” said Mike Pykosz, Chief Executive Officer of Oak Street Health.

Full Year 2022 Financial Highlights

• Total revenues were $2.16 billion, up 51% year over year.
• Capitated revenue was $2.13 billion, up 52% year over year.
• The Company cared for approximately 159,000 risk-based patients and 224,000 total patients.
• Net loss was $(509.7) million¹, compared to $(414.6) million in 2021.
• Adjusted EBITDA² was $(286.3) million, compared to $(228.9) million in 2021.
• As of December 31, 2022, the Company operated 169 centers, compared to 129 centers as of December 31, 2021.

Pending Merger Agreement

As previously announced, on February 7, 2023, we entered into a definitive agreement pursuant to which we agreed to be acquired by a subsidiary of CVS Health (“CVS Health”). Upon completion of the transaction, we will become a privately held company. The transaction was approved by the board of directors at each of the respective companies and is subject to approval by a majority of Oak Street Health’s stockholders, receipt of regulatory approval and satisfaction of other customary closing conditions.

Due to the Company’s pending transaction with CVS Health, Oak Street Health will not provide guidance for the first quarter 2023, is suspending its financial guidance for full year 2023 and will not host a conference call to discuss its full year 2022 results. For further detail and discussion of our financial performance please refer to our annual report on Form 10-K for the year ended December 31, 2022.

About Oak Street Health

Founded in 2012, Oak Street Health is a network of value-based primary care centers for adults on Medicare. With a mission of rebuilding healthcare as it should be, the Company operates an innovative healthcare model focused on quality of care over volume of services and assumes the full financial risk of its patients. Oak Street Health currently operates over 160 centers across 21 states and is the only primary care provider to carry the AARP name. The Company is a winner of Energage’s 2022 Top Workplaces USA award, was recognized by Inc. on its inaugural Best-Led Companies of 2021 list and was honored as a recipient of the 2022 and 2021 Joy in Medicine™ Health System Recognition Program by the American Medical Association. To learn more about Oak Street Health’s proven approach to care, visit oakstreethealth.com.

(1)		Includes stock-based compensation of $138.9 million and $161.4 million for 2022 and 2021, respectively.
(2)		Adjusted EBITDA is a non-GAAP financial measure that is presented as supplemental disclosure and is reconciled to net loss as the most directly comparable GAAP measure as set forth in the accompanying “Adjusted EBITDA Reconciliation” section.

Forward-Looking Statements

This release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, and the Private Securities Litigation Reform Act of 1995, as amended. These forward-looking statements include statements that do not relates solely to historical or current facts, such as statements regarding Oak Street Health’s expectations, intentions or strategies regarding the future. In some cases, you can identify forward-looking statements by the following words: “may,” “will,” “could,” “would,” “should,” “expect,” “intend,” “plan,” “anticipate,” “believe,” “estimate,” “predict,” “project,” “aim,” “potential,” “continue,” “ongoing,” “goal,” “can,” “seek,” “target” or the negative of these terms or other similar expressions, although not all forward-looking statements contain these words. By their nature, all forward-looking statements are not guarantees of future performance or results and are subject to risks and uncertainties that are difficult to predict and/or quantify. Such risks and uncertainties include, but are not limited to: the occurrence of any event, change or other circumstance that could give rise to the right of Oak Street Health or CVS Health or both of them to terminate the Merger Agreement, including circumstances requiring a party to pay the other party a termination fee pursuant to the Merger Agreement; the failure to obtain applicable regulatory or Oak Street Health stockholder approval in a timely manner or otherwise; the risk that the acquisition may not close in the anticipated timeframe or at all due to one or more of the other closing conditions to the transaction not being satisfied or waived; the risk that there may be unexpected costs, charges or expenses resulting from the proposed acquisition; risks related to the ability of Oak Street Health and CVS Health to successfully integrate the businesses and achieve the expected synergies and operating efficiencies within the expected timeframes or at all and the possibility that such integration may be more difficult, time consuming or costly than expected; risks that the proposed transaction disrupts Oak Street Health’s or CVS Health’s current plans and operations; the risk that certain restrictions during the pendency of the proposed transaction may impact Oak Street Health’s or CVS Health’s ability to pursue certain business opportunities or strategic transactions; risks related to disruption of each company’s management’s time and attention from ongoing business operations due to the proposed transaction; continued availability of capital and financing and rating agency actions; the risk that any announcements relating to the proposed transaction could have adverse effects on the market price of Oak Street Health’s and/or CVS Health’s common stock, credit ratings or operating results; the risk that the proposed transaction and its announcement could have an adverse effect on the ability of Oak Street Health and CVS Health to retain and hire key personnel, to retain customers and to maintain relationships with each of their respective business partners, suppliers and customers and on their respective operating results and businesses generally, including with respect to Humana Inc. and its affiliates, which lease or license to Oak Street Health a majority of Oak Street Health’s primary care centers; the risk of litigation that could be instituted against the parties to the Merger Agreement or their respective directors, managers or officers and/or regulatory actions related to the proposed acquisition, including the effects of any outcomes related thereto; risks related to unpredictable and severe or catastrophic events, including but not limited to acts of terrorism, war or hostilities, cyber attacks, or the impact of the COVID-19 pandemic or any other pandemic, epidemic or outbreak of an infectious disease in the United States or worldwide on Oak Street Health’s or CVS Health’s business, financial condition and results of operations, as well as the response thereto by each company’s management; and other business effects, including the effects of industry, market, economic, political or regulatory conditions. Also, our actual results may differ materially from those contemplated by the forward-looking statements for a number of additional reasons as described in our filings with the SEC, including those set forth in the Risk Factors section and under any “Forward-Looking Statements” or similar heading in our most-recently filed Annual Report on Form 10-K, Quarterly Report on Form 10-Q for the quarter ended September 30, 2022 and Current Reports on Form 8-K. You are cautioned not to place undue reliance on any forward-looking statements, which are based upon management’s then-current views and assumptions regarding CVS Health’s proposed acquisition of Oak Street Health, future events and operating performance.

All forward-looking information provided in this release and in the attachments is as of the date hereof, and we undertake no duty to update or revise this information, whether as a result of new information, future events, uncertainties or otherwise.

Additional Information and Where to Find It

Oak Street Health and CVS Health intend to file relevant materials with the SEC, including that Oak Street Health will file a preliminary and definitive proxy statement relating to the proposed transaction. . A Special Meeting of the stockholders of Oak Street Health will be announced as promptly as practicable to seek Oak Street Health stockholder approval in connection with the proposed transaction. The definitive proxy statement will be mailed to Oak Street Health’s stockholders. This communication is not a substitute for the proxy statement or any other document that may be filed by Oak Street Health with the SEC.

BEFORE MAKING ANY DECISION, OAK STREET HEALTH STOCKHOLDERS ARE URGED TO CAREFULLY READ THE PRELIMINARY AND DEFINITIVE PROXY STATEMENTS (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO) AND ANY OTHER RELEVANT DOCUMENTS FILED OR TO BE FILED WITH THE SEC IN CONNECTION WITH THE PROPOSED TRANSACTION OR INCORPORATED BY REFERENCE INTO THE PROXY STATEMENTS WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION.

Any vote in respect of resolutions to be proposed at Oak Street Health’s stockholder meeting to approve the proposed transaction or other responses in relation to the proposed transaction should be made only on the basis of the information contained in Oak Street Health’s proxy statement. You will be able to obtain a free copy of the proxy statement and other related documents (when available) filed by Oak Street Health and documents filed by CVS Health with the SEC at the website maintained by the SEC at www.sec.gov or by accessing the Investor Relations section of Oak Street Health’s website at https://www.oakstreethealth.com for documents filed by Oak Street Health or the Investors portion of CVS Health’s website at https://investors.cvshealth.com for documents filed by CVS Health.

Condensed Consolidated Balance Sheets
(in millions)
	December 31, 2022				December 31, 2021
Assets
Current assets:
Cash and cash equivalents	$	137.9			$	104.7
Restricted cash		20.6				15.7
Other receivables, net		2.5				3.1
Capitated accounts receivable		894.0				559.4
Marketable debt securities		287.7				671.1
Prepaid expenses and other current assets		15.9				14.0
Total current assets		1,358.6				1,368.0
Long-term assets:
Property, plant and equipment, net		204.1				144.8
Operating right-of-use assets		317.6				157.7
Goodwill		158.0				152.9
Intangible assets, net		9.1				10.8
Other long-term assets		7.3				6.9
Total assets	$	2,054.7			$	1,841.1
Liabilities and stockholders’ (deficit) equity
Current liabilities:
Accounts payable	$	17.1			$	22.1
Accrued compensation and benefits		52.7				41.7
Liability for unpaid claims		850.3				556.3
Other liabilities		43.0				44.0
Total current liabilities		963.1				664.1
Long-term debt		978.6				901.4
Long-term operating lease liabilities		349.3				164.2
Other long-term liabilities		31.0				55.4
Total liabilities	$	2,322.0			$	1,785.1
Commitments and contingencies (See Note 9)
Stockholders’ (deficit) equity:
Preferred stock, par value $0.001; 50,000,000 shares authorized as of December 31, 2022 and December 31, 2021; no shares issued and outstanding as of December 31, 2022 and December 31, 2021		—				—
Common stock, par value $0.001; 500,000,000 shares authorized as of December 31, 2022 and December 31, 2021; 242,873,706 and 240,937,465 shares issued and outstanding as of December 31, 2022 and December 31, 2021, respectively		0.2				0.2
Additional paid-in capital		1,205.4				1,017.9
Accumulated other comprehensive loss		(2.2	)			(1.4	)
Accumulated deficit		(1,474.5	)			(965.3	)
Total stockholders’ (deficit) equity allocated to Oak Street Health, Inc.		(271.1	)			51.4
Non-controlling interests		3.8				4.6
Total stockholders’ (deficit) equity	$	(267.3	)		$	56.0
Total liabilities and stockholders’ (deficit) equity	$	2,054.7			$	1,841.1

Condensed Consolidated Statements of Operations
(in millions, except per share data)
	For the Years Ended
	December 31, 2022				December 31, 2021				December 31, 2020
Revenues:
Capitated revenue	$	2,125.9			$	1,397.0			$	851.3
Other revenue		35.0				35.6				31.5
Total revenues		2,160.9				1,432.6				882.8
Operating expenses:
Medical claims expense		1,645.0				1,109.0				617.8
Cost of care, excluding depreciation and amortization		437.8				293.7				187.5
Sales and marketing		164.3				119.4				64.2
Corporate, general and administrative		344.8				306.7				185.6
Depreciation and amortization		35.2				17.8				11.2
Total operating expenses		2,627.1				1,846.6				1,066.3
Loss from operations		(466.2	)			(414.0	)			(183.5	)
Other (expense)/income:
Interest expense, net		(2.5	)			(2.5	)			(8.7	)
Other		(40.8	)			—				0.1
Total other (expense)		(43.3	)			(2.5	)			(8.6	)
Loss before income taxes and non-controlling interests		(509.5	)			(416.5	)			(192.1	)
Provision (benefit) for income taxes		0.2				(1.9	)			—
Net loss		(509.7	)			(414.6	)			(192.1	)
Net loss attributable to non-controlling interests		(0.5	)			(5.2	)			(4.1	)
Net loss attributable to Oak Street Health, Inc.	$	(509.2	)		$	(409.4	)		$	(188.0	)
Undeclared and deemed dividends	$	—			$	—			$	(27.2	)
Net loss attributable to common stock/unitholders	$	(509.2	)		$	(409.4	)		$	(215.2	)
Weighted average common stock outstanding – basic and diluted1		230,132,551				222,553,237				218,825,324
Net loss per share – basic and diluted	$	(2.21	)		$	(1.84	)		$	(0.55	)

1

Basic and diluted earnings per share of common stock is applicable only for periods after the Company’s IPO that was completed on August 10, 2020.

Condensed Consolidated Statements of Cash Flows
(in millions, unaudited)
	For the Years Ended
	December 31, 2022				December 31, 2021				December 31, 2020
Cash flows from operating activities:
Net loss	$	(509.7	)		$	(414.6	)		$	(192.1	)
Adjustments to reconcile net loss to net cash used in operating activities:
Income tax expense (benefit)		0.2				(1.9	)			—
Amortization of discount on debt and related issuance costs		4.9				3.5				4.4
Accretion of discounts and amortization of premiums on short-term marketable securities, net		5.2				4.6				—
Fair value adjustment to contingent consideration		38.3				—				—
Depreciation and amortization		35.2				17.8				11.2
Non-cash operating lease costs		35.4				15.5				—
Stock and unit-based compensation, net of forfeitures		138.9				161.4				77.4
Change in fair value of bifurcated derivative		—				—				0.2
Change in operating assets and liabilities, net of impact of acquisitions:
Accounts receivable		(334.0	)			(304.7	)			(88.3	)
Other assets		(1.3	)			(3.0	)			(1.6	)
Accounts payable and accrued compensation and benefits		6.7				15.4				0.1
Liability for unpaid claims		294.0				294.2				91.5
Operating lease liabilities		(22.4	)			(12.2	)			—
Other liabilities		(0.8	)			26.8				19.4
Other		—				—				0.6
Net cash used in operating activities	$	(309.4	)		$	(197.2	)		$	(77.2	)
Cash flows from investing activities:
Proceeds from sales and maturities of marketable debt securities		830.3				193.6				—
Purchases of marketable debt securities		(452.9	)			(870.7	)			—
Purchase of promissory note		—				—				(0.8	)
Investment in business		(1.0	)			(5.0	)			—
Purchase of business, net of cash acquired		(6.1	)			(124.0	)			—
Purchases of property and equipment		(89.2	)			(81.3	)			(20.9	)
Net cash provided by (used in) investing activities	$	281.1			$	(887.4	)		$	(21.7	)
Cash flows from financing activities:
Proceeds from borrowings on term loan, net		72.3				—				—
Proceeds from initial public offering		—				—				377.3
Payments of underwriting fees, net of discounts and offering costs		—				—				(26.1	)
Principal payments on long-term debt		—				—				(80.0	)
End of term charge and prepayments for debt paydown		—				—				(5.8	)
Proceeds from borrowings on convertible senior notes, net		—				897.9				—
Purchase of capped calls		—				(123.6	)			—
Proceeds from issuance of redeemable investor units		—				—				224.4
Capital contributions from non-controlling interests		0.4				4.2				5.9
Settlement of contingent earnout liability		(21.7	)			—				—
Capital distributions to non-controlling interests		(1.3	)			(1.5	)			(0.1	)
Purchase of joint venture minority interest		(2.1	)			—				—
Tender Offer – common units		—				—				(19.4	)
Proceeds from exercise of options, net		14.8				5.3				0.1
Proceeds from issuance of common stock under the employee purchase plan		4.0				3.0				—
Net cash provided by financing activities	$	66.4			$	785.3			$	476.3
Net change in cash, cash equivalents and restricted cash		38.1				(299.3	)			377.4
Cash, cash equivalents and restricted cash, beginning of period		120.4				419.7				42.3
Cash, cash equivalents and restricted cash, end of period	$	158.5			$	120.4			$	419.7

Non-GAAP Financial Measures

Certain of these financial measures are considered “non-GAAP” financial measures within the meaning of Item 10 of Regulation S-K promulgated by the SEC. We believe that non-GAAP financial measures provide an additional way of viewing aspects of our operations that, when viewed with the GAAP results, provide a more complete understanding of our results of operations and the factors and trends affecting our business. These non-GAAP financial measures are also used by our management to evaluate financial results and to plan and forecast future periods. However, non-GAAP financial measures should be considered as a supplement to, and not as a substitute for, or superior to, the corresponding measures calculated in accordance with GAAP. Non-GAAP financial measures used by us may differ from the non-GAAP measures used by other companies, including our competitors. To supplement our consolidated financial statements presented on a GAAP basis, we disclose the following non-GAAP measures: patient contribution, platform contribution and adjusted EBITDA as these are performance measures that our management uses to assess our operating performance. Because patient contribution, platform contribution and adjusted EBITDA facilitate internal comparisons of our historical operating performance on a more consistent basis, we use these measures for business planning purposes and in evaluating acquisition opportunities.

Patient Contribution Reconciliation

Patient contribution is a non-GAAP financial measure that we define as capitated revenue less medical claims expense. The following is a reconciliation of gross profit, the most directly comparable GAAP financial measure, to patient contribution, For the Years Ended December 31, 2022, 2021 and 2020. Gross profit is defined as total revenues less medical claims expense.

	For the Years Ended
(dollars in millions)	December 31, 2022				December 31, 2021				December 31, 2020
Gross profit	$	515.9			$	323.6			$	265.0
Other revenue		(35.0	)			(35.6	)			(31.5	)
Patient contribution	$	480.9			$	288.0			$	233.5

Platform Contribution Reconciliation

Platform contribution is a non-GAAP financial measure that we define as total revenues less the sum of medical claims expense and cost of care, excluding depreciation and amortization and stock/unit-based compensation. The following is a reconciliation of our gross profit, the most directly comparable GAAP financial measure, to platform contribution, For the Years Ended December 31, 2022, 2021 and 2020. Gross profit is defined as total revenues less medical claims expense.

	For the Years Ended
(dollars in millions)	December 31, 2022				December 31, 2021				December 31, 2020
Gross profit	$	515.9			$	323.6			$	265.0
Cost of care, excluding depreciation and amortization		(437.8	)			(293.7	)			(187.5	)
Stock/unit-based compensation		3.8				1.6				—
Platform contribution	$	81.9			$	31.5			$	77.5

Adjusted EBITDA Reconciliation

Adjusted EBITDA is a non-GAAP financial measure that we calculate as net loss adjusted to exclude (i) stock/unit-based compensation expense, (ii) depreciation and amortization, (iii) interest expense, net, (iv) transaction and offering costs, (v) one-time in nature litigation costs, (vi) provision for income taxes and (vii) fair value adjustments related to assets and liabilities recorded in purchase accounting such as earn-out liabilities and intangibles and related to impairment of equity investments. Our management team uses adjusted EBITDA as a performance measure in order to assess our operating performance. Because adjusted EBITDA facilitates internal comparisons of our historical operating performance on a more consistent basis, we use this measure for business planning purposes and in evaluating acquisition opportunities. The following is a reconciliation of our net loss, the most directly comparable GAAP financial measure, to Adjusted EBITDA, For the Years Ended December 31, 2022, 2021 and 2020.

	For the Years Ended
(dollars in millions)	December 31, 2022				December 31, 2021				December 31, 2020
Net loss	$	(509.7	)		$	(414.6	)		$	(192.1	)
Interest expense, net		2.5				2.5				8.7
Fair value adjustments		40.3				—				—
Depreciation and amortization		35.2				17.8				11.2
Stock/unit-based compensation		138.9				161.4				78.6
Litigation costs		3.5				0.3				—
Transaction/offering related costs		2.3				5.6				1.1
Other expense/(income)		0.5			$	—			$	(0.1	)
Provision for income taxes		0.2				(1.9	)			—
Adjusted EBITDA		(286.3	)			(228.9	)			(92.6	)

 

View source version on businesswire.com: https://www.businesswire.com/news/home/20230228006015/en/

Media:

Erica Frank

Vice President of Public Relations

(330) 990-5026

[email protected]

Investors:

Sarah Cluck

Head of Investor Relations

(773) 572-0254

[email protected]

KEYWORDS: United States North America Illinois

INDUSTRY KEYWORDS: Hospitals Health Mental Health

MEDIA:

Posted on February 28, 2023 4:30 pm

ZETA to Present at Upcoming Investor Conferences

ZETA to Present at Upcoming Investor Conferences

NEW YORK–(BUSINESS WIRE)–Zeta Global (NYSE: ZETA), the AI-Powered Marketing Cloud, today announced that it is scheduled to attend the following investor events:

Date	Conference
March 6	Morgan Stanley Technology, Media & Telecom Conference: 1x1s
March 8	KBCM 18th Annual Emerging Technology Summit: Presentation & 1x1s
March 13	35th Annual Roth Conference: Presentation & 1x1s

Where applicable, live webcasts and replays of the presentations will be accessible on Zeta’s Investor Relations website at http://investors.zetaglobal.com. In addition, the company will host one-on-one and small group meetings at these events.

About Zeta

Zeta Global (NYSE: ZETA) is the AI-Powered Marketing Cloud that leverages advanced artificial intelligence (AI) and trillions of consumer signals to make it easier for marketers to acquire, grow, and retain customers more efficiently. Through the Zeta Marketing Platform (ZMP), our vision is to make sophisticated marketing simple by unifying identity, intelligence, and omnichannel activation into a single platform – powered by one of the industry’s largest proprietary databases and AI. Our enterprise customers across multiple verticals are empowered to personalize experiences with consumers at an individual level across every channel, delivering better results for marketing programs. Zeta was founded in 2007 by David A. Steinberg and John Sculley and is headquartered in New York City with offices around the world. To learn more, go to www.zetaglobal.com.

View source version on businesswire.com: https://www.businesswire.com/news/home/20230228006311/en/

Investor Relations

Scott Schmitz

[email protected]

Press

Megan Rose

[email protected]

KEYWORDS: United States North America New York

INDUSTRY KEYWORDS: Marketing Communications Technology Artificial Intelligence Digital Marketing

MEDIA:

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