Market Newsdesk

August 3, 2021 8:04 am

IPG Photonics Reports Second Quarter 2021 Financial Results

Improved Demand in Europe and U.S. Drives Revenue of $372 Million and Earnings per Diluted Share of $1.29

OXFORD, Mass., Aug. 03, 2021 (GLOBE NEWSWIRE) — IPG Photonics Corporation (NASDAQ: IPGP) today reported financial results for the second quarter ended June 30, 2021.

	Three Months Ended June 30,									Six Months Ended June 30,
*(In millions, except per share data and percentages)*	2021			2020			Change			2021			2020			Change
Revenue	$	371.7		$	296.4		25	%		$	717.2		$	545.7		31	%
Gross margin	48.6		%	46.0		%				48.0		%	43.9		%
Operating income	$	92.3		$	47.2		96		%	$	181.1		$	92.0		97	%
Operating margin	24.8		%	15.9		%				25.2		%	16.9		%
Net income attributable to IPG Photonics Corporation	$	69.8		$	38.2		83	%		$	137.9		$	74.6		85	%
Earnings per diluted share	$	1.29		$	0.71		82	%		$	2.55		$	1.39		83	%

Management Comments

“Increased economic activity across our core markets and focus on execution and growth opportunities by the team drove our performance in the second quarter,” said Dr. Valentin Gapontsev, IPG Photonics’ Executive Chair of the Board. “We were pleased with our revenue growth this quarter, driven by improved underlying demand in cutting applications in Europe and U.S. and robust growth in welding applications across most geographies, which was partially offset by moderated demand for cutting in China and an impact from supply chain constraints,” said Dr. Eugene Scherbakov, IPG Photonics’ Chief Executive Officer. “Strong demand in emerging materials processing applications, such as solar cell manufacturing, cleaning and 3D printing, also contributed to our revenue growth in the quarter.”

Financial Highlights

Second quarter revenue of $372 million increased 25% year over year. Materials processing sales accounted for 93% of total revenue in the quarter and increased 27% year over year due to higher sales in welding, cutting, solar cell manufacturing, cleaning and additive applications with a growing contribution from service and parts. Sales into other applications increased 5% year over year due to higher sales in medical and advanced applications.

Sales of high power continuous wave (“CW”) lasers, representing 51% of total revenue, increased 20% year over year. Ultra-high power fiber lasers (6 kilowatts of power or greater) represented 51% of all high power CW laser sales in the quarter. Second quarter sales benefited from strong growth in adjustable mode beam (AMB) and pulsed lasers. Systems sales also generated significant growth in the quarter. By region, sales increased 10% in China, 50% in Europe, and 23% in North America on a year-over-year basis.

Earnings per diluted share (“EPS”) of $1.29 increased 82% year over year. Foreign exchange losses decreased EPS by $0.04. The effective tax rate in the quarter was 24%. During the second quarter, IPG generated $116 million in cash from operations. Capital expenditures were $27 million and stock repurchases totaled $39 million.

Business Outlook and Financial Guidance

“Our outlook implies a 15% year-over-year revenue growth at the midpoint of our guidance despite a more difficult comparison to the third quarter 2020, when revenue started to recover from the pandemic. Book-to-bill was above one in the second quarter increasing our total backlog. However, deliveries for cutting applications in China are likely to be extended over the remainder of the year and there is continued uncertainty due to the ongoing impact of supply chain constraints on our customers and us. Despite this near-term uncertainty, strength in battery and other precision applications in China as well as robust revenue expected outside of China for the third quarter gives us confidence to guide to year-over-year growth. We remain excited about the future of our business with significant long-term growth opportunities from our leading market position in cutting, EV welding and new product introductions such as the LightWELD handheld laser,” concluded Dr. Scherbakov.

For the third quarter of 2021, IPG expects revenue of $350 to $380 million. The Company expects the third quarter tax rate to be approximately 25%. IPG anticipates delivering earnings per diluted share in the range of $1.10 to $1.40, with 53.5 million basic common shares outstanding and 54.0 million diluted common shares outstanding.

As discussed in more detail in the “Safe Harbor” passage of this news release, actual results may differ from this guidance due to various factors including, but not limited to, government and Company measures implemented to address the COVID-19 pandemic, supply chain constraints, product demand, order cancellations and delays, competition, tariffs, trade policy changes and general economic conditions. This guidance is based upon current market conditions and expectations, and is subject to the risks outlined in the Company’s reports with the SEC, and assumes exchange rates relative to the U.S. Dollar of Euro 0.84, Russian Ruble 72, Japanese Yen 111 and Chinese Yuan 6.46, respectively.

Supplemental Financial Information

Additional supplemental financial information is provided in the unaudited Second Quarter 2021 Financial Data Workbook available on the investor relations section of the Company’s website at investor.ipgphotonics.com.

Conference Call Reminder

The Company will hold a conference call today, August 3, 2021 at 10:00 am ET. To access the call, please dial 877-407-6184 in the US or 201-389-0877 internationally. A live webcast of the call will also be available and archived on the investor relations section of the Company’s website at investor.ipgphotonics.com.

Contact

Eugene Fedotoff
Director of Investor Relations
IPG Photonics Corporation
508-597-4713
[email protected]

About IPG Photonics Corporation

IPG Photonics Corporation is the leader in high-power fiber lasers and amplifiers used primarily in materials processing and other diverse applications. The Company’s mission is to make its fiber laser technology the tool of choice in mass production. IPG accomplishes this mission by delivering superior performance, reliability and usability at a lower total cost of ownership compared with other types of lasers and non-laser tools, allowing end users to increase productivity and decrease costs. A member of the S&P 500® Index, IPG is headquartered in Oxford, Massachusetts and has more than 30 facilities worldwide. For more information, visit www.ipgphotonics.com.

Safe Harbor Statement

Information and statements provided by IPG and its employees, including statements in this press release, that relate to future plans, events or performance are forward-looking statements. These statements involve risks and uncertainties. Any statements in this press release that are not statements of historical fact are forward-looking statements, including, but not limited to, 15% implied year-over-year revenue growth, timing of deliveries in China, impact of supply chain constraints on our customers and us, strength in battery and other precision applications in China, robust revenue outside of China, year-over-year growth, significant long-term growth opportunities, leading position in cutting, EV welding and product introductions, impacts of COVID-19 on our business, the global economy and government policies, revenue, tax rate and earnings guidance for Q3 2021. Factors that could cause actual results to differ materially include risks and uncertainties, including risks associated with the strength or weakness of the business conditions in industries and geographic markets that IPG serves, particularly the effect of downturns in the markets IPG serves; uncertainties and adverse changes in the general economic conditions of markets; IPG’s ability to penetrate new applications for fiber lasers and increase market share; the rate of acceptance and penetration of IPG’s products; inability to manage risks associated with international customers and operations; changes in trade controls and trade policies; foreign currency fluctuations; high levels of fixed costs from IPG’s vertical integration; the appropriateness of IPG’s manufacturing capacity for the level of demand; competitive factors, including declining average selling prices; the effect of acquisitions and investments; inventory write-downs; asset impairment charges; intellectual property infringement claims and litigation; interruption in supply of key components; manufacturing risks; government regulations and trade sanctions; and other risks identified in IPG’s SEC filings. Readers are encouraged to refer to the risk factors described in IPG’s Annual Report on Form 10-K (filed with the SEC on February 22, 2021) and IPG’s reports filed with the SEC, as applicable. Actual results, events and performance may differ materially. Readers are cautioned not to rely on the forward-looking statements, which speak only as of the date hereof. IPG undertakes no obligation to update the forward-looking statements that may be made to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events.

IPG PHOTONICS CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED)

	Three Months Ended June 30,					Six Months Ended June 30,
	2021			2020		2021			2020
	(In thousands, except per share data)
Net sales	$	371,658		$	296,411	$	717,243		$	545,653
Cost of sales	191,130			159,962		372,724			306,328
Gross profit	180,528			136,449		344,519			239,325
Operating expenses:
Sales and marketing	19,193			17,326		38,076			36,009
Research and development	35,191			31,584		68,530			63,422
General and administrative	31,066			26,399		61,158			53,523
Impairment of long-lived assets and other restructuring charges	—			1,165		—			1,165
Loss (gain) on foreign exchange	2,826			12,766		(4,339		)	(6,799		)
Total operating expenses	88,276			89,240		163,425			147,320
Operating income	92,252			47,209		181,094			92,005
Other (expense) income, net:
Interest (expense) income, net	(407		)	1,856		(902		)	4,929
Other income, net	28			449		281			640
Total other (expense) income	(379		)	2,305		(621		)	5,569
Income before provision of income taxes	91,873			49,514		180,473			97,574
Provision for income taxes	22,196			11,148		42,574			22,442
Net income	69,677			38,366		137,899			75,132
Less: net (loss) income attributable to non-controlling interests	(123		)	140		(28		)	503
Net income attributable to IPG Photonics Corporation common stockholders	$	69,800		$	38,226	$	137,927		$	74,629
Net income attributable to IPG Photonics Corporation per common share:
Basic	$	1.31		$	0.72	$	2.58		$	1.41
Diluted	$	1.29		$	0.71	$	2.55		$	1.39
Weighted average common shares outstanding:
Basic	53,472			53,040		53,548			53,083
Diluted	53,999			53,530		54,145			53,628

IPG PHOTONICS CORPORATION

CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)

	June 30,			December 31,
	2021			2020
	(In thousands, except share and per share data)
ASSETS
Current assets:
Cash and cash equivalents	$	754,199		$	876,231
Short-term investments	743,210			514,835
Accounts receivable, net	250,669			264,321
Inventories	404,547			364,993
Prepaid income taxes	64,810			69,893
Prepaid expenses and other current assets	73,157			57,804
Total current assets	2,290,592			2,148,077
Deferred income taxes, net	45,751			43,197
Goodwill	39,000			41,366
Intangible assets, net	59,070			62,114
Property, plant and equipment, net	612,420			597,527
Other assets	39,679			43,419
Total assets	$	3,086,512		$	2,935,700
LIABILITIES AND EQUITY
Current liabilities:
Current portion of long-term debt	$	3,846		$	3,810
Accounts payable	50,714			25,748
Accrued expenses and other current liabilities	192,164			176,740
Income taxes payable	9,181			8,280
Total current liabilities	255,905			214,578
Deferred income taxes and other long-term liabilities	92,102			92,854
Long-term debt, net of current portion	32,225			34,157
Total liabilities	380,232			341,589
Commitments and contingencies
IPG Photonics Corporation equity:
Common stock, $0.0001 par value, 175,000,000 shares authorized; 55,725,678 and 53,491,889 shares issued and outstanding, respectively, at June 30, 2021; 55,416,246 and 53,427,234 shares issued and outstanding, respectively, at December 31, 2020.	6			6
Treasury stock, at cost, 2,233,789 and 2,034,012 shares held at June 30, 2021 and December 31, 2020, respectively.	(345,345		)	(303,614		)
Additional paid-in capital	883,546			854,301
Retained earnings	2,326,118			2,188,191
Accumulated other comprehensive loss	(159,407		)	(146,065		)
Total IPG Photonics Corporation equity	2,704,918			2,592,819
Non-controlling interests	1,362			1,292
Total equity	2,706,280			2,594,111
Total liabilities and equity	$	3,086,512		$	2,935,700

IPG PHOTONICS CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

	Six Months Ended June 30,
	2021			2020
	(In thousands)
Cash flows from operating activities:
Net income	$	137,899		$	75,132
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	47,976			47,350
Impairment of long-lived assets	—			671
Provisions for inventory, warranty and bad debt	32,654			24,484
Other	18,665			13,142
Changes in assets and liabilities that provided (used) cash, net of acquisitions:
Accounts receivable and accounts payable	37,404			46,256
Inventories	(61,220		)	(15,160		)
Other	(10,188		)	(61,619		)
Net cash provided by operating activities	203,190			130,256
Cash flows from investing activities:
Purchases of property, plant and equipment	(54,344		)	(37,370		)
Proceeds from sales of property, plant and equipment	258			460
Purchases of short-term investments	(1,014,033		)	(421,321		)
Proceeds from short-term investments	785,023			422,912
Other	(547		)	115
Net cash used in investing activities	(283,643		)	(35,204		)
Cash flows from financing activities:
Principal payments on long-term borrowings	(1,896		)	(1,862		)
Proceeds from issuance of common stock under employee stock option and purchase plans less payments for taxes related to net share settlement of equity awards	10,567			8,271
Purchase of treasury stock, at cost	(41,731		)	(28,230		)
Payment of purchase price holdback from business combination	(2,624		)	(1,650		)
Net cash used in financing activities	(35,684		)	(23,471		)
Effect of changes in exchange rates on cash and cash equivalents and restricted cash	(8,217		)	(4,523		)
Net (decrease) increase in cash, cash equivalents and restricted cash	(124,354		)	67,058
Cash, cash equivalents and restricted cash — Beginning of period	878,553			682,984
Cash and cash equivalents — End of period	$	754,199		$	750,042
Supplemental disclosures of cash flow information:
Cash paid for interest	$	1,388		$	1,061
Cash paid for income taxes	$	41,809		$	53,670

IPG PHOTONICS CORPORATION

SUPPLEMENTAL SCHEDULE OF AMORTIZATION OF INTANGIBLE ASSETS (UNAUDITED)

	Three Months Ended June 30,				Six Months Ended June 30,
	2021		2020		2021		2020
	(In thousands)
Amortization of intangible assets:
Cost of sales	$	1,200	$	1,172	$	2,441	$	2,394
Sales and marketing	1,879		1,777		3,895		3,555
Research and development	—		—		—		133
Total amortization of intangible assets	$	3,079	$	2,949	$	6,336	$	6,082

IPG PHOTONICS CORPORATION

SUPPLEMENTAL SCHEDULE OF STOCK-BASED COMPENSATION (UNAUDITED)

	Three Months Ended June 30,						Six Months Ended June 30,
	2021			2020			2021			2020
	(In thousands)
Cost of sales	$	2,843		$	2,507		$	5,469		$	5,039
Sales and marketing	1,247			1,188			2,407			2,149
Research and development	2,472			2,475			4,590			4,547
General and administrative	3,349			3,092			6,298			5,966
Total stock-based compensation	9,911			9,262			18,764			17,701
Tax effect of stock-based compensation	(2,114		)	(2,123		)	(3,992		)	(4,059		)
Net stock-based compensation	$	7,797		$	7,139		$	14,772		$	13,642

	Three Months Ended June 30,				Six Months Ended June 30,
	2021		2020		2021		2020
	(In thousands)
Excess tax benefit on exercise of stock options included in net income	$	501	$	1,776	$	6,097	$	4,694

August 3, 2021 8:04 am

Mastercard and Jennifer Hudson Partner to Celebrate Black Women Business Owners with Strivers Celebration and Historic Performance at Apollo Theater

Mastercard and Jennifer Hudson Partner to Celebrate Black Women Business Owners with Strivers Celebration and Historic Performance at Apollo Theater

Event series to include sponsorship of the Respect premiere, special appearance by Jennifer Hudson at Strivers Celebration and intimate Apollo Theater performance

PURCHASE, N.Y.–(BUSINESS WIRE)–
In honor of Black Business Month, Mastercard is announcing a series of celebratory events in partnership with Mastercard ambassador, Jennifer Hudson, to acknowledge and reinforce the impact of Black women entrepreneurs across the U.S. The celebration is anticipated to kick off with the premiere of the long-awaited Aretha Franklin feature film Respect and continue with a Strivers Celebration event, and special concert by Jennifer Hudson at the World Famous Apollo Theater in Harlem, NYC.

Respect Movie Premiere

Mastercard is providing a limited number of cardholders with special access to the red carpet premiere of Respect at the Regency Village Theater ahead of the film’s global release on August 13^th to underscore the impact of Black women in business and music. During the event, these select cardholders will be among the stars as they arrive at the historic venue before taking their seats as the first audience to view the film. Cardholders can visit Priceless.com here to purchase this one-of-a-kind experience while supply lasts, with 100% of sales benefiting Fearless Fund, a venture capital fund built by women of color for women of color, to further support funding for Black women entrepreneurs.

Rolling out the Red Carpet for Strivers

Mastercard, Fearless Fund and Create & Cultivate will host a red carpet celebration to honor the entrepreneurs featured throughout the Strivers Initiative at the Apollo Theater on August 18^th. During the event Jennifer Hudson will make a special appearance as Mastercard unveils the “Strivers Gallery” featuring portraits of the guests of honor and Fearless Strivers Grant Contest recipients. Chicago-based creator, Tyler Clark, will create the portraits of the honorees using her unique 3D hair technique.

“I’m excited to celebrate the Black-women owned business entrepreneurs that Mastercard’s Strivers Initiative spotlights both at the event in their honor and at the intimate concert at the Apollo. It’s a dream come true to perform at the Apollo and an honor to celebrate with Ms. Franklin’s music, who has been an inspiration to me my entire life,” Jennifer Hudson shared. “I continue to be in awe of Black female role models who serve as activists and advocates in their communities and I am thrilled, through my partnership with Mastercard, to shine a light on them.”

Jennifer Hudson Live at the Apollo

Mastercard will present the “Jennifer Hudson Live at The Apollo” concert on August 19^th, the first live audience performance at the Apollo Theater since March 2020. At this intimate gathering of Black women entrepreneurs and select cardholders, Ms. Hudson will perform classic Aretha Franklin hits featured in Respect as well as songs from her own catalogue. Limited tickets are available for purchase on Priceless.com here, with 100% of sales benefiting Fearless Fund.

“Black women continue to build businesses at a rate far greater than any other demographic, however in order to maintain and scale their business, they need access to the funding and tools they deserve,” said Cheryl Guerin, EVP Marketing and Communications in North America for Mastercard. “Mastercard remains committed to acknowledging the impact of Black women small business owners and delivering on their needs to ensure they continue to thrive and empower their communities. Together with Jennifer Hudson, we are proud to celebrate and elevate these women through our Strivers Initiative efforts.”

Supporting RESPECT Film

Mastercard is excited to team with Metro Goldwyn Mayer (MGM) on Respect, the long-awaited film starring Academy Award®-winner Jennifer Hudson, who was handpicked by Ms. Franklin to portray her on the big screen. Following the rise of Aretha Franklin’s career from a child singing in her father’s church’s choir to her international superstardom, Respect is the remarkable story of Franklin’s journey to find her voice. Respect opens in-theatres nationwide on Friday, August 13th.

Continuing to Support Strivers with Mentorship and Resources

To further deliver on the needs of the community, Mastercard and Create & Cultivate will launch its third season of “Priceless Conversations: Strivers Edition” with weekly episodes focused on business verticals across Beauty, Fashion, Wellness, and Food & Bev – featuring industry expert conversations and virtual shopping segments highlighting businesses to shop, share and support. Mastercard will also provide cardholders a unique collection of content and experiences curated by Black women-owned businesses on its Priceless.com platform. To discover these Priceless experiences and support these businesses go to priceless.com/local-biz.

These efforts are grounded in Mastercard’s sustained efforts to build a more inclusive digital economy and previously announced half-billion-dollar commitment to support Black communities over the next five years. Through mastercard.com/smallbiz visitors can learn more about this initiative, as well as shop Black-women owned businesses and support their work.

About Mastercard

Mastercard is a global technology company in the payments industry. Our mission is to connect and power an inclusive, digital economy that benefits everyone, everywhere by making transactions safe, simple, smart and accessible. Using secure data and networks, partnerships and passion, our innovations and solutions help individuals, financial institutions, governments and businesses realize their greatest potential. Our decency quotient, or DQ, drives our culture and everything we do inside and outside of our company. With connections across more than 210 countries and territories, we are building a sustainable world that unlocks priceless possibilities for all.

www.mastercard.com

About Metro Goldwyn Mayer

Metro Goldwyn Mayer (MGM) is a leading entertainment company focused on the production and global distribution of film and television content across all platforms. The company owns one of the world’s deepest libraries of premium film and television content as well as the premium pay television network EPIX, which is available throughout the U.S. via cable, satellite, telco, and digital distributors. In addition, MGM has investments in numerous other television channels, digital platforms, interactive ventures, and is producing premium short-form content for distribution. For more information, visit www.mgm.com.

View source version on businesswire.com: https://www.businesswire.com/news/home/20210803005632/en/

Media Contacts

Sarah Ely

[email protected]

(914)249-6714

Margaret Williams

[email protected]

(914)249-2926

KEYWORDS: United States North America New York

INDUSTRY KEYWORDS: Banking Entertainment Film & Motion Pictures Professional Services Philanthropy Small Business General Entertainment Celebrity Fund Raising Music Finance Other Philanthropy

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August 3, 2021 8:04 am

SolarWinds Announces Second Quarter 2021 Results

SolarWinds Announces Second Quarter 2021 Results

AUSTIN, Texas–(BUSINESS WIRE)–
SolarWinds Corporation (NYSE: SWI), a leading provider of simple, powerful, and secure IT management software, today reported results for its second quarter ended June 30, 2021.

On a GAAP basis:

Total revenue for the second quarter of $262.0 million, representing 6.5% year-over-year growth.
- Core IT Management total revenue for the second quarter of $176.8 million, representing 2.4% year-over-year growth.
- N-able total revenue for the second quarter of $85.2 million, representing 16.1% year-over-year growth.
Total recurring revenue for the second quarter of $235.3 million, representing 10.8% year-over-year growth. Total recurring revenue includes:
- Maintenance revenue for the second quarter of $122.9 million, representing 5.5% year-over-year growth.
- Subscription revenue for the second quarter of $112.4 million, representing 17.3% year-over-year growth.
Net loss for the second quarter of $11.6 million.

On a non-GAAP basis:

Non-GAAP total revenue for the second quarter of $262.0 million, representing 6.3% year-over-year growth.
- Core IT Management non-GAAP total revenue for the second quarter of $176.8 million, representing 2.1% year-over-year growth.
- N-able non-GAAP total revenue for the second quarter of $85.2 million, representing 16.1% year-over-year growth.
Non-GAAP total recurring revenue for the second quarter of $235.4 million, representing 10.5% year-over-year growth. Non-GAAP total recurring revenue includes:
- Non-GAAP maintenance revenue for the second quarter of $122.9 million, representing 5.5% year-over-year growth.
- Non-GAAP subscription revenue for the second quarter of $112.5 million, representing 16.7% year-over-year growth.
Adjusted EBITDA for the second quarter of $111.1 million, representing a margin of 42.4% of non-GAAP total revenue.

For a reconciliation of our GAAP to non-GAAP results, please see the tables below.

“I continue to be impressed by the resiliency of our business and, in particular, our employees who, through focus and dedication, helped us deliver second quarter results above the high end of our outlook for non-GAAP total revenue and Adjusted EBITDA,” said Sudhakar Ramakrishna, president and Chief Executive Officer, SolarWinds. “We believe our commitment to customer success, transparent communication, and our ‘Secure by Design’ initiatives have put us in a strong position to continue to be a valued partner to technology professionals around the world as they continue to transform their businesses.”

Additional highlights include:

During the second quarter of 2021, SolarWinds launched SolarWinds^® Database Insights for SQL Server^®, expanding its comprehensive database performance management portfolio. Uniting the features and functionality of the award-winning SolarWinds Database Performance Analyzer (DPA) and SolarWinds SQL Sentry^®, Database Insights for SQL Server provides the in-depth performance and environmental data teams need to optimize the performance of Microsoft^® SQL Server and other leading database platforms running on-premises, in the cloud, or in hybrid environments.
SolarWinds products and services received more than 35 industry and customer awards in the first half of 2021. Notably, TrustRadius^® named nine SolarWinds IT operations management products as 2021 Top Rated award winners across 13 categories. These include Network Performance Monitor (NPM), Server & Application Monitor (SAM), SolarWinds Service Desk for IT Service and IT Management, Database Performance Analyzer (DPA) and SQL Sentry. Database Trends and Applications named SolarWinds to its DBTA 100 2021: The Companies That Matter Most in Data. And, Security Today awarded SolarWinds with two Govies Government Security Awards. SolarWinds Network Performance Monitor (NPM) won Gold in the Network Monitoring category and SolarWinds Access Rights Manager (ARM) won Platinum in the Access Control Software category. The company’s commitment to customer support and success was also honored through five Stevie Awards.
SolarWinds continued to implement its ‘secure by design’ initiatives including meaningfully redesigning the company’s software build environment and processes. These investments and initiatives have been critical in supporting the company’s efforts to retain and expand their relationships with public and private sector customers around the world. Also in the second quarter, the company continued to maintain consistent renewal rates further demonstrating the team’s proactive and sustained efforts to ensure the safety and security of customers while delivering industry-leading solutions.
After the end of the second quarter, on July 19, 2021, SolarWinds also completed the spin-off of its managed services provider (MSP) business, now known as N-able. By operating as two independent, publicly-traded companies, the company believes that SolarWinds and N-able will be better positioned to align with each organization’s market needs and customer requirements, enhancing the successful operations of both companies for the future. We will no longer consolidate N-able into our financial results for periods ending after July 19, 2021. As a result, beginning in the third quarter of 2021, N-able’s historical financial results through the spin-off will be reflected in our consolidated financial statements as a discontinued operation.

Balance Sheet

At June 30, 2021, total cash and cash equivalents were $410.6 million and total debt was $1.9 billion.

The financial results included in this press release are preliminary and pending final review by the company and its external auditors. Financial results will not be final until SolarWinds files its quarterly report on Form 10-Q for the period. Information about SolarWinds’ use of non-GAAP financial measures is provided below under “Non-GAAP Financial Measures.” In addition, the financial results reported by SolarWinds include the impact of the N-able business for the entirety of the second quarter, as the spin-off transaction was not completed until July 19, 2021. SolarWinds will report results without the N-able business beginning in the third quarter of 2021. Effective July 30, 2021 at 5:00 p.m. ET, SolarWinds also effected a 2:1 reverse stock split of its Common Stock. As a result of the reverse stock split, all share and per share figures contained in the financial statements have been retroactively restated as if the reverse stock split occurred at the beginning of the periods presented.

Financial Outlook

As of August 3, 2021, SolarWinds is providing its financial outlook for the third quarter of 2021. The financial information below represents forward-looking non-GAAP financial information, including an estimate of non-GAAP revenue and revenue growth, adjusted EBITDA and non-GAAP diluted earnings per share. These non-GAAP financial measures exclude, among other items mentioned below, stock-based compensation expense and related employer-paid payroll taxes, amortization, the impact of purchase accounting from acquisitions, costs related to the spin-off of SolarWinds’ N-able business, certain expenses related to the cyberattack that occurred in December 2020 (the “Cyber Incident”) and other costs related to non-recurring items. We have not reconciled our estimates of these non-GAAP financial measures to their most directly comparable GAAP measure as a result of uncertainty regarding, and the potential variability of, these excluded items in future periods. Accordingly, reconciliation is not available without unreasonable effort, although it is important to note that these excluded items could be material to our results computed in accordance with GAAP in future periods. Our reported results provide reconciliations of non-GAAP financial measures to their nearest GAAP equivalents.

Financial Outlook for Third Quarter of 2021

SolarWinds’ management currently expects to achieve the following results for the third quarter of 2021 for the Core IT Management business:

Non-GAAP total revenue in the range of $176.0 to $180.0 million, representing decline over the third quarter of 2020 non-GAAP total revenue of (5)% to (3)%.
Adjusted EBITDA in the range of $70.5 to $72.0 million, representing approximately 40% of non-GAAP total revenue.
Non-GAAP diluted earnings per share of approximately $0.27.
Weighted average outstanding diluted shares of approximately 160.2 million.

Additional details on the company’s outlook will be provided on the conference call.

Conference Call and Webcast

In conjunction with this announcement, SolarWinds will host a conference call today to discuss its financial results, business and business outlook at 7:30 a.m. CT (8:30 a.m. ET/5:30 a.m. PT). A live webcast of the call and materials presented during the call will be available on the SolarWinds Investor Relations website at http://investors.solarwinds.com. A live dial-in will be available domestically at (833) 968-2238 and internationally at +1 (825) 312-2061. To access the live call, please dial in 5-10 minutes before the scheduled start time and enter the conference passcode 7287522. A replay of the webcast will be available on a temporary basis shortly after the event on the SolarWinds Investor Relations website.

Forward-Looking Statements

This press release contains “forward-looking” statements, which are subject to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995, including statements regarding our financial outlook for the third quarter. These forward-looking statements are based on management’s beliefs and assumptions and on information currently available to management. Forward-looking statements include all statements that are not historical facts and may be identified by terms such as “aim,” “anticipate,” “believe,” “can,” “could,” “seek,” “should,” “feel,” “expect,” “will,” “would,” “plan,” “project,” “intend,” “estimate,” “continue,” “may,” or similar expressions and the negatives of those terms. Forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. Factors that could cause or contribute to such differences include, but are not limited to, the following: (a) risks related to the Cyber Incident, including with respect to (1) the discovery of new or different information regarding the Cyber Incident, including with respect to its scope, the threat actor’s access to SolarWinds’ environments and its related activities during such period, and the related impact on SolarWinds’ systems, products, current or former employees and customers, (2) the possibility that our mitigation and remediation efforts with respect to the Cyber Incident may not be successful, (3) the possibility that additional confidential, proprietary, or personal information, including information of SolarWinds’ current or former employees and customers, was accessed and exfiltrated as a result of the Cyber Incident, (4) numerous financial, legal, reputational and other risks to us related to the Cyber Incident, including risks that the incident or SolarWinds’ response thereto, including with respect to providing notices to any impacted individuals, may result in the loss, compromise or corruption of data and proprietary information, loss of business as a result of termination or non-renewal of agreements or reduced purchases or upgrades of our products, severe reputational damage adversely affecting customer, partner and vendor relationships and investor confidence, increased attrition of personnel and distraction of key and other personnel, U.S. or foreign regulatory investigations and enforcement actions, litigation, indemnity obligations, damages for contractual breach, penalties for violation of applicable laws or regulations, significant costs for remediation and the incurrence of other liabilities, (5) risks that our insurance coverage, including coverage relating to certain security and privacy damages and claim expenses, may not be available or sufficient to compensate for all liabilities we incur related to these matters, (6) the possibility that our steps to secure our internal environment, improve our product development environment and ensure the security and integrity of the software that we deliver to our customers may not be successful or sufficient to protect against future threat actors or attacks or be perceived by existing and prospective customers as sufficient to address the harm caused by Cyber Incident, (b) other risks related to cyber security, including that we may experience other security incidents or have vulnerabilities in our systems and services exploited, which may result in compromises or breaches of our and our customers’ systems or, theft or misappropriation of our and our customers’ confidential, proprietary or personal information, as well as exposure to legal and other liabilities, including the related risk of higher customer, employee and partner attrition and the loss of key personnel, as well as negative impacts to our sales, renewals and upgrades; (c) risks related to the recently completed spin-off of our N-able business into a newly created and separately traded public company, including that completing the spin-off could adversely affect SolarWinds’ business, results of operations and financial condition or that the spin-off may not achieve some or all of any anticipated benefits with respect to either business; (d) the possibility that the global COVID-19 pandemic may adversely affect our business, results of operations and financial condition; (e) any of the following factors either generally or as a result of the impacts of the Cyber Incident or the global COVID-19 pandemic on the global economy or on our business operations and financial condition or on the business operations and financial conditions of our customers, their end-customers and our prospective customers: (1) reductions in information technology spending or delays in purchasing decisions by our customers, their end-customers and our prospective customers, (2) the inability to sell products to new customers or to sell additional products or upgrades to our existing customers, (3) any decline in our renewal or net retention rates, (4) the inability to generate significant volumes of high quality sales leads from our digital marketing initiatives and convert such leads into new business at acceptable conversion rates, (5) the timing and adoption of new products, product upgrades or pricing model changes by SolarWinds or its competitors, (6) potential foreign exchange gains and losses related to expenses and sales denominated in currencies other than the functional currency of an associated entity, and (7) risks associated with our international operations; (f) the possibility that our operating income could fluctuate and may decline as percentage of revenue as we make further expenditures to support our business or expand our operations; (g) our inability to successfully identify, complete, and integrate acquisitions and manage our growth effectively; (h) risks associated with (i) our status as a controlled company; and (j) such other risks and uncertainties described more fully in documents filed with or furnished to the Securities and Exchange Commission, including the risk factors discussed in our Annual Report on Form 10-K for the period ended December 31, 2020 filed on March 1, 2021, the Form 10-Q for the quarter ended March 31, 2021 filed on May 10, 2021 and the Form 10-Q for the quarter ended June 30, 2021 that SolarWinds anticipates filing on or before August 9, 2021. All information provided in this release is as of the date hereof and SolarWinds undertakes no duty to update this information except as required by law.

Non-GAAP Financial Measures

In addition to financial measures prepared in accordance with GAAP, we use certain non-GAAP financial measures to clarify and enhance our understanding, and aid in the period-to-period comparison, of our performance. We believe that these non-GAAP financial measures provide supplemental information that is meaningful when assessing our operating performance because they exclude the impact of certain amounts that our management and board of directors do not consider part of core operating results when assessing our operational performance, allocating resources, preparing annual budgets and determining compensation. Accordingly, these non-GAAP financial measures may provide insight to investors into the motivation and decision-making of management in operating the business.

SolarWinds also believes that these non-GAAP financial measures are used by investors and security analysts to (a) compare and evaluate its performance from period to period and (b) compare its performance to those of its competitors. These non-GAAP measures exclude certain items that can vary substantially from company to company depending upon their financing and accounting methods, the book value of their assets, their capital structures and the method by which their assets were acquired.

There are limitations associated with the use of these non-GAAP financial measures. These non-GAAP financial measures are not prepared in accordance with GAAP, do not reflect a comprehensive system of accounting and may not be completely comparable to similarly titled measures of other companies due to potential differences in the exact method of calculation between companies. Certain items that are excluded from these non-GAAP financial measures can have a material impact on operating and net income (loss).

As a result, these non-GAAP financial measures have limitations and should not be considered in isolation from, or as a substitute for, the most comparable GAAP measures. SolarWinds’ management and board of directors compensate for these limitations by using these non-GAAP financial measures as supplements to GAAP financial measures and by reviewing the reconciliations of the non-GAAP financial measures to their most comparable GAAP financial measure. Set forth in the tables below are the corresponding GAAP financial measures for each non-GAAP financial measure presented. Investors are encouraged to review the reconciliations of these non-GAAP financial measures to their most comparable GAAP financial measures that are set forth in the tables below.

Non-GAAP Revenue.We define non-GAAP subscription revenue, non-GAAP maintenance revenue, non-GAAP license revenue, and non-GAAP total revenue as subscription revenue, maintenance revenue, license revenue, and total revenue, respectively, excluding the impact of purchase accounting from acquisitions. The non-GAAP revenue growth rates we provide are calculated using non-GAAP revenue from the comparable prior period. We monitor these measures to assess our performance because we believe our revenue growth rates would be overstated without these adjustments. We believe presenting non-GAAP subscription revenue, non-GAAP maintenance revenue, non-GAAP license revenue and non-GAAP total revenue aids in the comparability between periods and in assessing our overall operating performance.

Non-GAAP Revenue on a Constant Currency Basis. We provide non-GAAP revenue on a constant currency basis to provide a framework for assessing our performance excluding the effect of foreign currency rate fluctuations. To present this information, current period results for entities reporting in currencies other than U.S. Dollars are converted into U.S. Dollars at the average exchange rates in effect during the corresponding prior period presented. We believe that providing non-GAAP revenue on a constant currency basis facilitates the comparison of non-GAAP revenue to prior periods.

Non-GAAP Cost of Revenue and Non-GAAP Operating Income. We provide non-GAAP cost of revenue and non-GAAP operating income and related non-GAAP margins using non-GAAP revenue as discussed above and excluding such items as the write-down of deferred revenue related to purchase accounting, amortization of acquired intangible assets, stock-based compensation expense and related employer-paid payroll taxes, acquisition and other costs, spin-off costs, restructuring costs and Cyber Incident costs. Management believes these measures are useful for the following reasons:

Amortization of Acquired Intangible Assets. We provide non-GAAP information that excludes expenses related to purchased intangible assets associated with our acquisitions. We believe that eliminating this expense from our non-GAAP measures is useful to investors, because the amortization of acquired intangible assets can be inconsistent in amount and frequency and is significantly impacted by the timing and magnitude of our acquisition transactions, which also vary in frequency from period to period. Accordingly, we analyze the performance of our operations in each period without regard to such expenses.

Stock-Based Compensation Expense and Related Employer-paid Payroll Taxes. We provide non-GAAP information that excludes expenses related to stock-based compensation and related employer-paid payroll taxes. We believe that the exclusion of stock-based compensation expense provides for a better comparison of our operating results to prior periods and to our peer companies as the calculations of stock-based compensation vary from period to period and company to company due to different valuation methodologies, subjective assumptions and the variety of award types. Employer-paid payroll taxes on stock-based compensation is dependent on our stock price and the timing of the taxable events related to the equity awards, over which our management has little control, and does not correlate to the core operation of our business. Because of these unique characteristics of stock-based compensation and related employer-paid payroll taxes, management excludes these expenses when analyzing the organization’s business performance.

Acquisition and Other Costs. We exclude certain expense items resulting from acquisitions, such as legal, accounting and advisory fees, changes in fair value of contingent consideration, costs related to integrating the acquired businesses, deferred compensation, severance and retention expense. In addition, we exclude certain other costs including expense related to our offerings. We consider these adjustments, to some extent, to be unpredictable and dependent on a significant number of factors that are outside of our control. Furthermore, acquisitions result in operating expenses that would not otherwise have been incurred by us in the normal course of our organic business operations. We believe that providing these non-GAAP measures that exclude acquisition and other costs, allows users of our financial statements to better review and understand the historical and current results of our continuing operations, and also facilitates comparisons to our historical results and results of less acquisitive peer companies, both with and without such adjustments.

Spin-off Costs. We exclude certain expense items resulting from the spin-off transaction of our N-able business into a newly created and separately traded public company. These costs include legal, accounting and advisory fees, implementation and integration costs, duplicative costs for subscriptions and information technology systems, employee and contractor costs and other incremental separation costs related to the spin-off of the N-able business. The N-able spin-off transaction resulted in operating expenses that would not otherwise have been incurred by us in the normal course of our organic business operations. We believe that providing non-GAAP measures that exclude these costs facilitates a more meaningful evaluation of our operating performance and comparisons to our past operating performance.

Restructuring Costs. We provide non-GAAP information that excludes restructuring costs such as severance and the estimated costs of exiting and terminating facility lease commitments, as they relate to our corporate restructuring and exit activities and costs related to the separation of employment with executives of the Company. These costs are inconsistent in amount and are significantly impacted by the timing and nature of these events. Therefore, although we may incur these types of expenses in the future, we believe that eliminating these costs for purposes of calculating the non-GAAP financial measures facilitates a more meaningful evaluation of our operating performance and comparisons to our past operating performance.

Cyber Incident Costs. We exclude certain expenses resulting from the Cyber Incident. Expenses include costs to investigate and remediate the Cyber Incident, and legal and other professional services related thereto, and consulting services being provided to customers at no charge. Cyber Incident costs are provided net of expected and received insurance reimbursements, although the timing of recognizing insurance reimbursements may differ from the timing of recognizing the associated expenses. We expect to incur significant legal and other professional services expenses associated with the Cyber Incident in future periods. The Cyber Incident results in operating expenses that would not have otherwise been incurred by us in the normal course of our organic business operations. We believe that providing non-GAAP measures that exclude these costs facilitates a more meaningful evaluation of our operating performance and comparisons to our past operating performance. We continue to invest significantly in cybersecurity and expect to make additional investments. These estimated investments are in addition to the Cyber Incident costs and not included in the net Cyber Incident costs reported.

Non-GAAP Net Income (Loss) and Non-GAAP Net Income (Loss) Per Diluted Share.We believe that the use of non-GAAP net income (loss) and non-GAAP net income (loss) per diluted share is helpful to our investors to clarify and enhance their understanding of past performance and future prospects. Non-GAAP net income (loss) is calculated as net income (loss) excluding the adjustments to non-GAAP revenue, non-GAAP cost of revenue and non-GAAP operating income, losses on extinguishment of debt, certain other non-operating gains and losses and the income tax effect of the non-GAAP exclusions. We define non-GAAP net income (loss) per diluted share as non-GAAP net income (loss) divided by the weighted average outstanding common shares.

Adjusted EBITDA and Adjusted EBITDA Margin.We regularly monitor adjusted EBITDA and adjusted EBITDA margin, as it is a measure we use to assess our operating performance. We define adjusted EBITDA as net income or loss, excluding the impact of purchase accounting on total revenue, amortization of acquired intangible assets and developed technology, depreciation expense, stock-based compensation expense and related employer-paid payroll taxes, restructuring costs, acquisition and other costs, spin-off costs, Cyber Incident costs, interest expense, net, debt related costs including fees related to our credit agreements, debt extinguishment and refinancing costs, unrealized foreign currency (gains) losses, and income tax expense (benefit). We define adjusted EBITDA margin as adjusted EBITDA divided by non-GAAP revenue. Adjusted EBITDA has limitations as an analytical tool, and you should not consider it in isolation or as a substitute for analysis of our results as reported under GAAP. Some of these limitations are: although depreciation and amortization are non-cash charges, the assets being depreciated and amortized may have to be replaced in the future, and adjusted EBITDA does not reflect cash capital expenditure requirements for such replacements or for new capital expenditure requirements; adjusted EBITDA excludes the impact of the write-down of deferred revenue due to purchase accounting in connection with acquisitions, and therefore includes revenue that will never be recognized under GAAP; adjusted EBITDA does not reflect changes in, or cash requirements for, our working capital needs; adjusted EBITDA does not reflect the significant interest expense, or the cash requirements necessary to service interest or principal payments, on our debt; adjusted EBITDA does not reflect tax payments that may represent a reduction in cash available to us; and other companies, including companies in our industry, may calculate adjusted EBITDA differently, which reduces its usefulness as a comparative measure.

Unlevered Free Cash Flow.Unlevered free cash flow is a measure of our liquidity used by management to evaluate cash flow from operations, after the deduction of capital expenditures and prior to the impact of our capital structure, acquisition and other costs, spin-off costs, restructuring costs, Cyber Incident costs, employer-paid payroll taxes on stock awards and other one time items, that can be used by us for strategic opportunities and strengthening our balance sheet. However, given our debt obligations, unlevered free cash flow does not represent residual cash flow available for discretionary expenses.

#SWIfinancials

About SolarWinds

SolarWinds (NYSE:SWI) is a leading provider of simple, powerful, and secure IT management software. Our solutions give organizations worldwide—regardless of type, size, or complexity—the power to accelerate business transformation in today’s hybrid IT environments. We continuously engage with technology professionals—IT service and operations professionals, DevOps and SecOps professionals, and Database Administrators (DBAs) – to understand the challenges they face in maintaining high-performing and highly available IT infrastructures, applications, and environments. The insights we gain from them, in places like our THWACK ® community, allow us to address customers’ needs now, and in the future. Our focus on the user and commitment to excellence in end-to-end hybrid IT management has established SolarWinds as a worldwide leader in solutions for observability, IT service management, application performance, and database management. Learn more today at www.solarwinds.com.

The SolarWinds, SolarWinds & Design, Orion, and THWACK trademarks are the exclusive property of SolarWinds Worldwide, LLC or its affiliates, are registered with the U.S. Patent and Trademark Office, and may be registered or pending registration in other countries. All other SolarWinds trademarks, service marks, and logos may be common law marks or are registered or pending registration. All other trademarks mentioned herein are used for identification purposes only and are trademarks of (and may be registered trademarks of) their respective companies.

© 2021 SolarWinds Worldwide, LLC. All rights reserved.

SolarWinds Corporation

Condensed Consolidated Balance Sheets

(In thousands, except share and per share information)

(Unaudited)

June 30,

December 31,

2021

2020

Assets

Current assets:

Cash and cash equivalents

$

410,635

$

370,498

Accounts receivable, net of allowances of $2,876 and $2,736 as of June 30, 2021 and December 31, 2020, respectively

97,601

114,298

Income tax receivable

4,677

2,273

Prepaid and other current assets

31,450

25,664

Total current assets

544,363

512,733

Property and equipment, net

66,153

58,649

Operating lease assets

124,828

110,961

Deferred taxes

144,753

149,455

Goodwill

4,206,720

4,249,402

Intangible assets, net

466,667

592,985

Other assets, net

40,531

36,298

Total assets

$

5,594,015

$

5,710,483

Liabilities and stockholders’ equity

Current liabilities:

Accounts payable

$

10,369

$

17,932

Accrued liabilities and other

64,145

72,971

Current operating lease liabilities

19,056

17,811

Accrued interest payable

153

157

Income taxes payable

6,787

16,358

Current portion of deferred revenue

326,463

346,075

Current debt obligation

19,900

19,900

Total current liabilities

446,873

491,204

Long-term liabilities:

Deferred revenue, net of current portion

33,776

36,679

Non-current deferred taxes

38,852

59,149

Non-current operating lease liabilities

132,680

115,071

Other long-term liabilities

92,901

115,021

Long-term debt, net of current portion

1,877,220

1,882,672

Total liabilities

2,622,302

2,699,796

Commitments and contingencies

Stockholders’ equity:

Common stock, $0.001 par value: 1,000,000,000 shares authorized and 158,014,531 and 156,519,611 shares issued and outstanding as of June 30, 2021 and December 31, 2020, respectively

158

157

Preferred stock, $0.001 par value: 50,000,000 shares authorized and no shares issued and outstanding as of June 30, 2021 and December 31, 2020, respectively

—

—

Additional paid-in capital

3,140,176

3,112,262

Accumulated other comprehensive income

79,107

127,212

Accumulated deficit

(247,728

)

(228,944

)

Total stockholders’ equity

2,971,713

3,010,687

Total liabilities and stockholders’ equity

$

5,594,015

$

5,710,483

SolarWinds Corporation

Condensed Consolidated Statements of Operations

(In thousands, except per share information)

(Unaudited)

Three Months Ended June 30,

Six Months Ended June 30,

2021

2020

2021

2020

Revenue:

Subscription

$

112,429

$

95,840

$

221,417

$

189,475

Maintenance

122,867

116,498

245,907

232,847

Total recurring revenue

235,296

212,338

467,324

422,322

License

26,678

33,677

51,552

70,643

Total revenue

261,974

246,015

518,876

492,965

Cost of revenue:

Cost of recurring revenue

27,516

21,822

54,474

44,323

Amortization of acquired technologies

41,135

44,834

84,256

89,326

Total cost of revenue

68,651

66,656

138,730

133,649

Gross profit

193,323

179,359

380,146

359,316

Operating expenses:

Sales and marketing

82,371

70,712

165,668

143,090

Research and development

39,106

30,745

76,867

62,590

General and administrative

50,397

24,467

98,107

54,222

Amortization of acquired intangibles

18,158

18,294

38,215

36,590

Total operating expenses

190,032

144,218

378,857

296,492

Operating income

3,291

35,141

1,289

62,824

Other income (expense):

Interest expense, net

(16,191

)

(18,313

)

(32,365

)

(42,408

)

Other income (expense), net

(321

)

363

(194

)

(395

)

Total other income (expense)

(16,512

)

(17,950

)

(32,559

)

(42,803

)

Income (loss) before income taxes

(13,221

)

17,191

(31,270

)

20,021

Income tax expense (benefit)

(1,597

)

4,346

(12,486

)

6,761

Net income (loss)

$

(11,624

)

$

12,845

$

(18,784

)

$

13,260

Net income (loss) available to common stockholders

$

(11,624

)

$

12,772

$

(18,784

)

$

13,169

Net income (loss) available to common stockholders per share:

Basic earnings (loss) per share

$

(0.07

)

$

0.08

$

(0.12

)

$

0.09

Diluted earnings (loss) per share

$

(0.07

)

$

0.08

$

(0.12

)

$

0.08

Weighted-average shares used to compute net income (loss) available to common stockholders per share:

Shares used in computation of basic earnings (loss) per share

157,854

155,122

157,491

154,795

Shares used in computation of diluted earnings (loss) per share

157,854

157,449

157,491

156,937

SolarWinds Corporation

Condensed Consolidated Statements of Cash Flows

(In thousands)

(Unaudited)

Three Months Ended June 30,

Six Months Ended June 30,

2021

2020

2021

2020

Cash flows from operating activities

Net income (loss)

$

(11,624

)

$

12,845

$

(18,784

)

$

13,260

Adjustments to reconcile net income (loss) to net cash provided by operating activities:

Depreciation and amortization

65,612

68,247

135,297

136,015

Provision for losses on accounts receivable

199

(54

)

895

2,960

Stock-based compensation expense

16,459

12,977

33,522

24,245

Amortization of debt issuance costs

2,259

2,282

4,498

4,570

Deferred taxes

(8,542

)

(7,288

)

(17,527

)

(16,032

)

(Gain) loss on foreign currency exchange rates

367

656

(674

)

1,639

Other non-cash expenses (benefits)

(1,235

)

(710

)

1,033

(900

)

Changes in operating assets and liabilities, net of assets acquired and liabilities assumed in business combinations:

Accounts receivable

19,531

17,938

15,455

13,854

Income taxes receivable

(2,375

)

479

(2,446

)

(104

)

Prepaid and other assets

4,698

2,868

(8,492

)

(1,224

)

Accounts payable

(8,961

)

253

(7,441

)

(2,794

)

Accrued liabilities and other

12,519

7,039

(2,791

)

1,239

Accrued interest payable

(1

)

(44

)

(4

)

(89

)

Income taxes payable

(13,024

)

(544

)

(30,491

)

4,022

Deferred revenue

(19,499

)

(11,376

)

(18,736

)

3,363

Other long-term liabilities

(276

)

151

(276

)

66

Net cash provided by operating activities

56,107

105,719

83,038

184,090

Cash flows from investing activities

Purchases of property and equipment

(12,318

)

(5,587

)

(18,124

)

(12,123

)

Purchases of intangible assets

(1,653

)

(2,488

)

(3,823

)

(4,182

)

Acquisitions, net of cash acquired

—

—

447

—

Net cash used in investing activities

(13,971

)

(8,075

)

(21,500

)

(16,305

)

Cash flows from financing activities

Proceeds from issuance of common stock under employee stock purchase plan

—

—

3,129

2,357

Repurchase of common stock and incentive restricted stock

(1,471

)

(805

)

(10,059

)

(2,376

)

Exercise of stock options

390

258

401

309

Repayments of borrowings from credit agreement

(4,975

)

(4,975

)

(9,950

)

(9,950

)

Payment of debt issuance costs

(903

)

—

(903

)

—

Net cash used in financing activities

(6,959

)

(5,522

)

(17,382

)

(9,660

)

Effect of exchange rate changes on cash and cash equivalents

1,106

2,337

(4,019

)

(83

)

Net increase in cash and cash equivalents

36,283

94,459

40,137

158,042

Cash and cash equivalents

Beginning of period

374,352

236,955

370,498

173,372

End of period

$

410,635

$

331,414

$

410,635

$

331,414

Supplemental disclosure of cash flow information

Cash paid for interest

$

14,002

$

16,177

$

27,995

$

38,149

Cash paid for income taxes

$

21,307

$

10,720

$

35,715

$

16,755

SolarWinds Corporation

Reconciliation of GAAP to Non-GAAP Financial Measures

(Unaudited)

Three Months Ended June 30,

Six Months Ended June 30,

2021

2020

2021

2020

(in thousands, except margin data)

Revenue:

GAAP subscription revenue

$

112,429

$

95,840

$

221,417

$

189,475

Impact of purchase accounting

55

560

134

2,073

Non-GAAP subscription revenue

112,484

96,400

221,551

191,548

GAAP maintenance revenue

122,867

116,498

245,907

232,847

Impact of purchase accounting

—

—

—

—

Non-GAAP maintenance revenue

122,867

116,498

245,907

232,847

GAAP total recurring revenue

235,296

212,338

467,324

422,322

Impact of purchase accounting

55

560

134

2,073

Non-GAAP total recurring revenue

235,351

212,898

467,458

424,395

GAAP license revenue

26,678

33,677

51,552

70,643

Impact of purchase accounting

—

—

—

—

Non-GAAP license revenue

26,678

33,677

51,552

70,643

Total GAAP revenue

$

261,974

$

246,015

$

518,876

$

492,965

Impact of purchase accounting

$

55

$

560

$

134

$

2,073

Total non-GAAP revenue

$

262,029

$

246,575

$

519,010

$

495,038

GAAP cost of revenue

$

68,651

$

66,656

$

138,730

$

133,649

Stock-based compensation expense and related employer-paid payroll taxes

(719

)

(542

)

(1,367

)

(1,033

)

Amortization of acquired technologies

(41,135

)

(44,834

)

(84,256

)

(89,326

)

Acquisition and other costs

(2

)

(7

)

(4

)

(16

)

Cyber Incident costs

(650

)

—

(1,472

)

—

Non-GAAP cost of revenue

$

26,145

$

21,273

$

51,631

$

43,274

GAAP gross profit

$

193,323

$

179,359

$

380,146

$

359,316

Impact of purchase accounting

55

560

134

2,073

Stock-based compensation expense and related employer-paid payroll taxes

719

542

1,367

1,033

Amortization of acquired technologies

41,135

44,834

84,256

89,326

Acquisition and other costs

2

7

4

16

Cyber Incident costs

650

—

1,472

—

Non-GAAP gross profit

$

235,884

$

225,302

$

467,379

$

451,764

GAAP gross margin

73.8

%

72.9

%

73.3

%

72.9

%

Non-GAAP gross margin

90.0

%

91.4

%

90.1

%

91.3

%

GAAP sales and marketing expense

$

82,371

$

70,712

$

165,668

$

143,090

Stock-based compensation expense and related employer-paid payroll taxes

(6,214

)

(4,686

)

(13,039

)

(8,021

)

Acquisition and other costs

—

(27

)

—

(58

)

Spin-off costs

(120

)

—

(559

)

—

Restructuring costs

(82

)

—

(222

)

(33

)

Cyber Incident costs

(756

)

—

(1,522

)

—

Non-GAAP sales and marketing expense

$

75,199

$

65,999

$

150,326

$

134,978

GAAP research and development expense

$

39,106

$

30,745

$

76,867

$

62,590

Stock-based compensation expense and related employer-paid payroll taxes

(3,348

)

(3,817

)

(7,779

)

(7,105

)

Acquisition and other costs

(188

)

—

(339

)

(9

)

Spin-off costs

(725

)

—

(944

)

—

Restructuring costs

(589

)

—

(589

)

—

Cyber Incident costs

—

—

(8

)

—

Non-GAAP research and development expense

$

34,256

$

26,928

$

67,208

$

55,476

GAAP general and administrative expense

$

50,397

$

24,467

$

98,107

$

54,222

Stock-based compensation expense and related employer-paid payroll taxes

(6,386

)

(4,107

)

(12,594

)

(8,476

)

Acquisition and other costs

(55

)

(844

)

(828

)

(2,738

)

Spin-off costs

(12,352

)

—

(21,589

)

—

Restructuring costs

(502

)

9

(771

)

(180

)

Cyber Incident costs, net

(9,326

)

—

(17,893

)

—

Non-GAAP general and administrative expense

$

21,776

$

19,525

$

44,432

$

42,828

GAAP operating expenses

$

190,032

$

144,218

$

378,857

$

296,492

Stock-based compensation expense and related employer-paid payroll taxes

(15,948

)

(12,610

)

(33,412

)

(23,602

)

Amortization of acquired intangibles

(18,158

)

(18,294

)

(38,215

)

(36,590

)

Acquisition and other costs

(243

)

(871

)

(1,167

)

(2,805

)

Spin-off costs

(13,197

)

—

(23,092

)

—

Restructuring costs

(1,173

)

9

(1,582

)

(213

)

Cyber Incident costs, net

(10,082

)

—

(19,423

)

—

Non-GAAP operating expenses

$

131,231

$

112,452

$

261,966

$

233,282

GAAP operating income

$

3,291

$

35,141

$

1,289

$

62,824

Impact of purchase accounting

55

560

134

2,073

Stock-based compensation expense and related employer-paid payroll taxes

16,667

13,152

34,779

24,635

Amortization of acquired technologies

41,135

44,834

84,256

89,326

Amortization of acquired intangibles

18,158

18,294

38,215

36,590

Acquisition and other costs

245

878

1,171

2,821

Spin-off costs

13,197

—

23,092

—

Restructuring costs

1,173

(9

)

1,582

213

Cyber Incident costs, net

10,732

—

20,895

—

Non-GAAP operating income

$

104,653

$

112,850

$

205,413

$

218,482

GAAP operating margin

1.3

%

14.3

%

0.2

%

12.7

%

Non-GAAP operating margin

39.9

%

45.8

%

39.6

%

44.1

%

GAAP net income (loss)

$

(11,624

)

$

12,845

$

(18,784

)

$

13,260

Impact of purchase accounting

55

560

134

2,073

Stock-based compensation expense and related employer-paid payroll taxes

16,667

13,152

34,779

24,635

Amortization of acquired technologies

41,135

44,834

84,256

89,326

Amortization of acquired intangibles

18,158

18,294

38,215

36,590

Acquisition and other costs

245

878

1,171

2,821

Spin-off costs

13,197

—

23,092

—

Restructuring costs

1,173

(9

)

1,582

213

Cyber Incident costs, net

10,732

—

20,895

—

Tax benefits associated with above adjustments

(20,236

)

(12,637

)

(42,349

)

(27,090

)

Non-GAAP net income

$

69,502

$

77,917

$

142,991

$

141,828

GAAP diluted earnings (loss) per share

$

(0.07

)

$

0.08

$

(0.12

)

$

0.08

Non-GAAP diluted earnings per share

$

0.44

$

0.49

$

0.91

$

0.90

Reconciliation of GAAP Net Income (Loss) to Adjusted EBITDA

(Unaudited)

Three Months Ended June 30,

Six Months Ended June 30,

2021

2020

2021

2020

(in thousands)

Net income (loss)

$

(11,624

)

$

12,845

$

(18,784

)

$

13,260

Amortization and depreciation

65,612

68,247

135,297

136,015

Income tax expense (benefit)

(1,597

)

4,346

(12,486

)

6,761

Interest expense, net

16,191

18,313

32,365

42,408

Impact of purchase accounting on total revenue

55

560

134

2,073

Unrealized foreign currency (gains) losses

367

656

(674

)

1,639

Acquisition and other costs

245

878

1,171

2,821

Spin-off costs

13,197

—

23,092

—

Debt related costs

93

91

192

184

Stock-based compensation expense and related employer-paid payroll taxes

16,667

13,152

34,779

24,635

Restructuring costs

1,173

(9

)

1,582

213

Cyber Incident costs, net

10,732

—

20,895

—

Adjusted EBITDA

$

111,111

$

119,079

$

217,563

$

230,009

Adjusted EBITDA margin

42.4

%

48.3

%

41.9

%

46.5

%

Reconciliation of Non-GAAP Revenue to Non-GAAP Revenue on a Constant Currency Basis

(Unaudited)

Three Months Ended June 30,

Six Months Ended June 30,

2021

2020

Growth Rate

2021

2020

Growth Rate

(in thousands, except percentages)

GAAP subscription revenue

$

112,429

$

95,840

17.3

%

$

221,417

$

189,475

16.9

%

Impact of purchase accounting

55

560

(0.6

)

134

2,073

(1.2

)

Non-GAAP subscription revenue

112,484

96,400

16.7

221,551

191,548

15.7

Estimated foreign currency impact⁽¹⁾

(4,725

)

—

(4.9

)

(8,204

)

—

(4.3

)

Non-GAAP subscription revenue on a constant currency basis

$

107,759

$

96,400

11.8

%

$

213,347

$

191,548

11.4

%

GAAP maintenance revenue

$

122,867

$

116,498

5.5

%

$

245,907

$

232,847

5.6

%

Impact of purchase accounting

—

—

—

—

—

—

Non-GAAP maintenance revenue

122,867

116,498

5.5

245,907

232,847

5.6

Estimated foreign currency impact⁽¹⁾

(1,936

)

—

(1.7

)

(3,546

)

—

(1.5

)

Non-GAAP maintenance revenue on a constant currency basis

$

120,931

$

116,498

3.8

%

$

242,361

$

232,847

4.1

%

GAAP total recurring revenue

$

235,296

$

212,338

10.8

%

$

467,324

$

422,322

10.7

%

Impact of purchase accounting

55

560

(0.3

)

134

2,073

(0.6

)

Non-GAAP total recurring revenue

235,351

212,898

10.5

467,458

424,395

10.1

Estimated foreign currency impact⁽¹⁾

(6,661

)

—

(3.1

)

(11,750

)

—

(2.8

)

Non-GAAP total recurring revenue on a constant currency basis

$

228,690

$

212,898

7.4

%

$

455,708

$

424,395

7.4

%

GAAP license revenue

$

26,678

$

33,677

(20.8

)%

$

51,552

$

70,643

(27.0

)%

Impact of purchase accounting

—

—

—

—

—

—

Non-GAAP license revenue

26,678

33,677

(20.8

)

51,552

70,643

(27.0

)

Estimated foreign currency impact⁽¹⁾

(618

)

—

(1.8

)

(1,099

)

—

(1.6

)

Non-GAAP license revenue on a constant currency basis

$

26,060

$

33,677

(22.6

)%

$

50,453

$

70,643

(28.6

)%

Total GAAP revenue

$

261,974

$

246,015

6.5

%

$

518,876

$

492,965

5.3

%

Impact of purchase accounting

55

560

(0.2

)

134

2,073

(0.5

)

Non-GAAP total revenue

262,029

246,575

6.3

519,010

495,038

4.8

Estimated foreign currency impact⁽¹⁾

(7,279

)

—

(3.0

)

(12,849

)

—

(2.6

)

Non-GAAP total revenue on a constant currency basis

$

254,750

$

246,575

3.3

%

$

506,161

$

495,038

2.2

%

Total GAAP revenue – Core IT Management

$

176,788

$

172,665

2.4

%

$

350,644

$

346,403

1.2

%

Impact of purchase accounting

55

560

(0.3

)

134

2,073

(0.5

)

Non-GAAP total revenue – Core IT Management

176,843

173,225

2.1

350,778

348,476

0.7

Estimated foreign currency impact⁽¹⁾

(2,706

)

—

(1.6

)

(4,905

)

—

(1.4

)

Non-GAAP total revenue on a constant currency basis – Core IT Management

$

174,137

$

173,225

0.5

%

$

345,873

$

348,476

(0.7

)%

Total GAAP revenue – N-able

$

85,186

$

73,350

16.1

%

$

168,232

$

146,562

14.8

%

Impact of purchase accounting

—

—

—

—

—

—

Non-GAAP total revenue – N-able

85,186

73,350

16.1

168,232

146,562

14.8

Estimated foreign currency impact⁽¹⁾

(4,573

)

—

(6.2

)

(7,944

)

—

(5.4

)

Non-GAAP total revenue on a constant currency basis – N-able

$

80,613

$

73,350

9.9

%

$

160,288

$

146,562

9.4

%

_______

(1)

The estimated foreign currency impact is calculated using the average foreign currency exchange rates in the comparable prior year monthly periods and applying those rates to foreign-denominated revenue in the corresponding monthly periods in the three and six months ended June 30, 2021.

Reconciliation of Unlevered Free Cash Flow

(Unaudited)

Three Months Ended June 30,

Six Months Ended June 30,

2021

2020

2021

2020

(in thousands)

Net cash provided by operating activities

$

56,107

$

105,719

$

83,038

$

184,090

Capital expenditures⁽¹⁾

(13,971

)

(8,075

)

(21,947

)

(16,305

)

Free cash flow

42,136

97,644

61,091

167,785

Cash paid for interest and other debt related items

14,026

16,166

28,059

38,111

Cash paid for acquisition and other costs, spin-off costs, restructuring costs, Cyber Incident costs, net, employer-paid payroll taxes on stock awards and other one time items

27,827

2,734

49,227

6,445

Unlevered free cash flow (excluding forfeited tax shield)

83,989

116,544

138,377

212,341

Forfeited tax shield related to interest payments⁽²⁾

(3,150

)

(3,640

)

(6,299

)

(8,584

)

Unlevered free cash flow

$

80,839

$

112,904

$

132,078

$

203,757

_______________

(1)

Includes purchases of property and equipment and purchases of intangible assets.

(2)

Forfeited tax shield related to interest payments assumes a statutory rate of 22.5% for the three and six months ended June 30, 2021 and 2020.

View source version on businesswire.com: https://www.businesswire.com/news/home/20210803005366/en/

Investors:

Ashley Hook

Phone: 512.682.9683

[email protected]

Media:

Tiffany Nels

Phone: 512.682.9535

[email protected]

KEYWORDS: United States North America Texas

INDUSTRY KEYWORDS: Software Technology Data Management Security

MEDIA:

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Posted on August 3, 2021 8:04 am
Camping World Holdings, Inc. Reports Second Quarter 2021 Results and Raises Full Year Guidance due to Continued Demand

Camping World Holdings, Inc. Reports Second Quarter 2021 Results and Raises Full Year Guidance due to Continued Demand

LINCOLNSHIRE, IL–(BUSINESS WIRE)–
Camping World Holdings, Inc. (NYSE: CWH) (the “Company”), America’s Recreation Dealer, today reported results for the second quarter ended June 30, 2021.

Second Quarter Operating Highlights⁽¹⁾

Revenue was a record $2.062 billion, an increase of $455.1 million, or 28.3%

Gross profit was a record $759.8 million, an increase of $271.2 million, or 55.5%, and gross margin was 36.9%, an increase of 644 basis points

Net income was a record $246.1 million, an increase of $82.9 million, or 50.8%. Net income margin was 11.9% versus 10.2% for the second quarter of 2020

Diluted earnings per share of Class A common stock was $2.33 and adjusted earnings per share – diluted⁽²⁾ of Class A common stock was $2.51

Adjusted EBITDA⁽²⁾ was a record $333.3 million, an increase of $112.6 million, or 51.0%, and adjusted EBITDA margin⁽²⁾ was 16.2% for the second quarter versus 13.7% for the second quarter of 2020

Vehicle inventories increased by $67.3 million: new vehicle inventories were down $65.5 million and used vehicle inventories were up $132.8 million

On June 3, 2021, we refinanced our senior secured credit facilities, reducing our outstanding principal by $38.6 million, extending the term to 2028, and lowering the applicable margin rate by 25 bps.

Nine RV dealership locations were acquired in the second quarter of 2021. We currently have operating dealerships, agreements to acquire land or existing RV dealerships, or have dealerships under construction in 46 of the 48 contiguous states.

2021 Adjusted EBITDA Guidance Update

Marcus Lemonis, Chairman and CEO of Camping World Holdings, Inc. stated, “Our team’s strong performance for the quarter has allowed us to reach a Company high Trailing Twelve-Month Adjusted EBITDA⁽²⁾ of $831 million. As a result, we are raising our 2021 fiscal year guidance⁽³⁾ of Adjusted EBITDA of $770 million to $810 million to a revised Adjusted EBITDA of $840 million to $860 million.”

⁽¹⁾ Unless otherwise indicated, all financial comparisons in this press release compare our financial results for the second quarter ended June 30, 2021 to our financial results from the second quarter ended June 30, 2020.

⁽²⁾ Adjusted earnings per share – diluted, adjusted EBITDA, adjusted EBITDA Margin, and Trailing Twelve-Month Adjusted EBITDA are non-GAAP measures. For a reconciliation of these non-GAAP measures to the most directly comparable GAAP measures, see the “Non-GAAP Financial Measures” section later in this press release. A reconciliation for the Company’s Adjusted EBITDA outlook to the corresponding GAAP measure on a forward-looking basis cannot be provided without unreasonable efforts, as we are unable to provide reconciling information with respect to certain items. However, in 2021 the Company expects equity-based compensation of approximately $27-30 million, depreciation and amortization of approximately $53-58 million, other interest expense of approximately $47-50 million, and restructuring charges of approximately $10-13 million, each of which is a reconciling item to Net Income.

⁽³⁾ Prior guidance provided on May 4, 2021.

Stock Repurchase Program

On October 30, 2020, the Company’s Board of Directors authorized a stock repurchase program for the repurchase of up to $100.0 million of the Company’s Class A common stock, expiring on October 31, 2022.

During the three months ended June 30, 2021, the Company repurchased 1,149,742 shares of Class A common stock under this program for approximately $45.5 million, including commissions paid, at a weighted average price per share of $39.55, which is recorded as treasury stock on the condensed consolidated balance sheets. As of June 30, 2021, the remaining approved amount for repurchases of Class A common stock under the share repurchase program was approximately $33.0 million.

Earnings Conference Call and Webcast Information

A conference call to discuss the Company’s second quarter 2021 financial results is scheduled for today, August 3, 2021, at 8:30 am Eastern Time. Investors and analysts can participate on the conference call by dialing (866) 548-4713 or (323) 794-2093 and using conference ID# 7476436. Interested parties can also listen to a live webcast or replay of the conference call by logging on to the Investor Relations section on the Company’s website at http://investor.campingworld.com. The replay of the conference call webcast will be available on the investor relations website for approximately 90 days.

Presentation

This press release presents historical results for the periods presented for the Company and its subsidiaries, which are presented in accordance with accounting principles generally accepted in the United States (“GAAP”), unless noted as a non-GAAP financial measure. The Company’s initial public offering (“IPO”) and related reorganization transactions (“Reorganization Transactions”) that occurred on October 6, 2016 resulted in the Company as the sole managing member of CWGS Enterprises, LLC (“CWGS, LLC”), with sole voting power in and control of the management of CWGS, LLC. Despite its position as sole managing member of CWGS, LLC, the Company had a minority economic interest in CWGS, LLC through March 11, 2021. As of June 30, 2021, the Company owned 51.6% of CWGS, LLC. Accordingly, the Company consolidates the financial results of CWGS, LLC and reports a non-controlling interest in its consolidated financial statements.

About Camping World Holdings, Inc.

Camping World Holdings, Inc., headquartered in Lincolnshire, IL, (together with its subsidiaries) is America’s largest retailer of RVs and related products and services. Our vision is to build a long-term legacy business that makes RVing fun and easy, and our Camping World and Good Sam brands have been serving RV consumers since 1966. We strive to build long-term value for our customers, employees, and shareholders by combining a unique and comprehensive assortment of RV products and services with a national network of RV dealerships, service centers and customer support centers along with the industry’s most extensive online presence and a highly-trained and knowledgeable team of associates serving our customers, the RV lifestyle, and the communities in which we operate. We also believe that our Good Sam organization and family of programs and services uniquely enables us to connect with our customers as stewards of the RV enthusiast community and the RV lifestyle. With over 185 locations in 40 states, Camping World, and sister brand Gander RV & Outdoors, have grown to become prime destinations for everything RV.

For more information, please visit www.CampingWorld.com.

Forward-Looking Statements

This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. All statements contained in this press release that do not relate to matters of historical fact should be considered forward-looking statements, including, without limitation, statements about our business plans and goals, including statements regarding the strength of our business, our long-term plan, potential stock repurchases, and our future financial results. These forward-looking statements are based on management’s current expectations.

These statements are neither promises nor guarantees, but involve known and unknown risks, uncertainties and other important factors that may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements, including, but not limited to, the following: the COVID-19 pandemic, which has had, and could have in the future, certain negative impacts on our business; our ability to execute and achieve the expected benefits of our 2019 Strategic Shift; the availability of financing to us and our customers; fuel shortages or high prices for fuel; the success of our manufacturers; general economic conditions in our markets; changes in consumer preferences; competition in our industry; risks related to acquisitions and expansion into new markets; our failure to maintain the strength and value of our brands; our ability to manage our inventory; fluctuations in our same store sales; the cyclical and seasonal nature of our business; our dependence on the availability of adequate capital and risks related to our debt; our reliance on six fulfillment and distribution centers; natural disasters, including epidemic outbreaks; risks associated with selling goods manufactured abroad; our dependence on our relationships with third party suppliers and lending institutions; our ability to retain senior executives and attract and retain other qualified employees; risks associated with leasing substantial amounts of space; regulatory risks; data privacy and cybersecurity risks; risks related to our intellectual property; the impact of ongoing or future lawsuits against us and certain of our officers and directors; and risks related to our organizational structure.

These and other important factors discussed under the caption “Risk Factors” in our Annual Report on Form 10‑K filed for the year ended December 31, 2020 and our other reports filed with the SEC could cause actual results to differ materially from those indicated by the forward-looking statements made in this press release. Any such forward-looking statements represent management’s estimates as of the date of this press release. While we may elect to update such forward-looking statements at some point in the future, we disclaim any obligation to do so, even if subsequent events cause our views to change, except as required under applicable law. These forward-looking statements should not be relied upon as representing our views as of any date subsequent to the date of this press release.

Investor Conference

On September 14^thand 15^th, we will be holding an In-Person Investor Conference in Salt Lake City, Utah for the purpose of updating and discussing the Company’s strategic goals and initiatives with investors, advisors and analysts, and introduce a new Electric World retail location. To RSVP for this event, please complete the form at https://go.campingworld.com/investor-day/. For hotel guestrooms for this event, please use this link: https://reservations.travelclick.com/5003?groupID=3224259.

Camping World Holdings, Inc. and Subsidiaries

Consolidated Statements of Operations (unaudited)

(In Thousands Except Per Share Amounts)

Three Months Ended

Six Months Ended

June 30,

June 30,

2021

2020

2021

2020

Revenue:

Good Sam Services and Plans

$

46,902

$

44,519

$

87,773

$

91,727

RV and Outdoor Retail

New vehicles

1,058,778

898,175

1,880,754

1,395,492

Used vehicles

460,137

274,910

754,394

481,575

Products, service and other

305,554

231,172

556,824

403,795

Finance and insurance, net

177,685

147,318

315,939

239,774

Good Sam Club

12,751

10,651

23,904

21,655

Subtotal

2,014,905

1,562,226

3,531,815

2,542,291

Total revenue

2,061,807

1,606,745

3,619,588

2,634,018

Costs applicable to revenue (exclusive of depreciation and amortization shown separately below):

Good Sam Services and Plans

17,180

15,234

31,604

37,093

RV and Outdoor Retail

New vehicles

758,108

752,570

1,401,788

1,179,012

Used vehicles

334,829

208,829

558,022

372,622

Products, service and other

189,952

139,341

344,098

249,610

Good Sam Club

1,895

2,133

3,739

4,380

Subtotal

1,284,784

1,102,873

2,307,647

1,805,624

Total costs applicable to revenue

1,301,964

1,118,107

2,339,251

1,842,717

Operating expenses:

Selling, general, and administrative

432,249

271,591

769,283

539,247

Debt restructure expense

9,031

—

9,031

—

Depreciation and amortization

13,044

12,567

25,745

26,645

Long-lived asset impairment

536

—

1,082

6,569

Lease termination

—

868

1,756

1,452

(Gain) loss on disposal of assets

10

272

(89)

783

Total operating expenses

454,870

285,298

806,808

574,696

Income from operations

304,973

203,340

473,529

216,605

Other income (expense):

Floor plan interest expense

(3,371)

(5,098)

(6,761)

(13,702)

Other interest expense, net

(11,789)

(14,547)

(24,012)

(29,205)

Loss on debt restructure

(1,390)

—

(1,390)

—

Tax Receivable Agreement liability adjustment

—

—

(3,520)

—

Other income, net

—

—

45

—

Total other expense

(16,550)

(19,645)

(35,638)

(42,907)

Income before income taxes

288,423

183,695

437,891

173,698

Income tax expense

(42,347)

(20,473)

(44,390)

(24,605)

Net income

246,076

163,222

393,501

149,093

Less: net income attributable to non-controlling interests

(136,888)

(105,145)

(221,991)

(99,176)

Net income attributable to Camping World Holdings, Inc.

$

109,188

$

58,077

$

171,510

$

49,917

Earnings per share of Class A common stock:

Basic

$

2.37

$

1.54

$

3.83

$

1.33

Diluted

$

2.33

$

1.54

$

3.74

$

1.32

Weighted average shares of Class A common stock outstanding:

Basic

45,983

37,635

44,790

37,585

Diluted

47,550

89,689

90,422

89,578

Camping World Holdings, Inc.

Supplemental Data

Three Months Ended June 30,

Increase

Percent

2021

2020

(decrease)

Change

Unit sales

New vehicles

26,181

27,168

(987

)

(3.6

)%

Used vehicles

14,319

11,618

2,701

23.2

%

Total

40,500

38,786

1,714

4.4

%

Average selling price

New vehicles

$

40,441

$

33,060

$

7,381

22.3

%

Used vehicles

$

32,135

$

23,662

$

8,472

35.8

%

Same store unit sales⁽¹⁾

New vehicles

23,541

26,840

(3,299

)

(12.3

)%

Used vehicles

13,061

11,501

1,560

13.6

%

Total

36,602

38,341

(1,739

)

(4.5

)%

Same store revenue⁽¹⁾ ($ in 000’s)

New vehicles

$

958,142

$

886,778

$

71,364

8.0

%

Used vehicles

425,396

271,825

153,571

56.5

%

Products, service and other

214,041

171,451

42,590

24.8

%

Finance and insurance, net

162,922

145,882

17,040

11.7

%

Total

$

1,760,501

$

1,475,936

$

284,565

19.3

%

Average gross profit per unit

New vehicles

$

11,484

$

5,359

$

6,125

114.3

%

Used vehicles

$

8,751

$

5,688

$

3,063

53.9

%

Finance and insurance, net per vehicle unit

$

4,387

$

3,798

$

589

15.5

%

Total vehicle front-end yield⁽²⁾

$

14,905

$

9,256

$

5,649

61.0

%

Gross margin

Good Sam Services and Plans

63.4

%

65.8

%

(241

)

bps

New vehicles

28.4

%

16.2

%

1,219

bps

Used vehicles

27.2

%

24.0

%

320

bps

Products, service and other

37.8

%

39.7

%

(189

)

bps

Finance and insurance, net

100.0

%

100.0

%

unch.

bps

Good Sam Club

85.1

%

80.0

%

516

bps

Subtotal RV and Outdoor Retail

36.2

%

29.4

%

683

bps

Total gross margin

36.9

%

30.4

%

644

bps

Inventories ($ in 000’s)

New vehicles

$

645,670

$

711,164

$

(65,494

)

(9.2

)%

Used vehicles

259,511

126,687

132,824

104.8

%

Products, parts, accessories and misc.

291,506

214,357

77,149

36.0

%

Total RV and Outdoor Retail inventories

$

1,196,687

$

1,052,208

$

144,479

13.7

%

Vehicle inventory per location ($ in 000’s)

New vehicle inventory per dealer location

$

3,669

$

4,679

$

(1,010

)

(21.6

)%

Used vehicle inventory per dealer location

$

1,474

833

$

641

76.9

%

Vehicle inventory turnover⁽³⁾

New vehicle inventory turnover

3.9

2.3

1.6

66.7

%

Used vehicle inventory turnover

5.0

4.7

0.3

5.6

%

Retail locations

RV dealerships

176

152

24

15.8

%

RV service & retail centers

10

10

—

0.0

%

Subtotal

186

162

24

14.8

%

Other retail stores

1

2

(1

)

(50.0

)%

Total

187

164

23

14.0

%

Other data

Active Customers⁽⁴⁾

5,482,640

5,220,367

262,273

5.0

%

Good Sam Club members

2,215,227

2,067,253

147,974

7.2

%

Finance and insurance gross profit as a % of total vehicle revenue

11.7

%

12.6

%

(86

)

bps

n/a

Same store locations

158

n/a

n/a

n/a

Six Months Ended June 30,

Increase

Percent

2021

2020

(decrease)

Change

Unit sales

New vehicles

47,614

41,376

6,238

15.1

%

Used vehicles

24,638

20,300

4,338

21.4

%

Total

72,252

61,676

10,576

17.1

%

Average selling price

New vehicles

$

39,500

$

33,727

$

5,773

17.1

%

Used vehicles

$

30,619

$

23,723

$

6,896

29.1

%

Same store unit sales⁽¹⁾

New vehicles

43,569

40,678

2,891

7.1

%

Used vehicles

22,803

19,985

2,818

14.1

%

Total

66,372

60,663

5,709

9.4

%

Same store revenue⁽¹⁾ ($ in 000’s)

New vehicles

$

1,729,426

$

1,371,604

$

357,822

26.1

%

Used vehicles

704,910

474,016

230,894

48.7

%

Products, service and other

381,929

298,314

83,615

28.0

%

Finance and insurance, net

292,834

236,309

56,525

23.9

%

Total

$

3,109,099

$

2,380,243

$

728,855

30.6

%

Average gross profit per unit

New vehicles

$

10,059

$

5,232

$

4,827

92.3

%

Used vehicles

7,970

5,367

2,603

48.5

%

Finance and insurance, net per vehicle unit

4,373

3,888

485

12.5

%

Total vehicle front-end yield⁽²⁾

13,720

9,164

4,556

49.7

%

Gross margin

Good Sam Services and Plans

64.0

%

59.6

%

443

bps

New vehicles

25.5

%

15.5

%

995

bps

Used vehicles

26.0

%

22.6

%

341

bps

Products, service and other

38.2

%

38.2

%

2

bps

Finance and insurance, net

100.0

%

100.0

%

unch.

bps

Good Sam Club

84.4

%

79.8

%

458

bps

Subtotal RV and Outdoor Retail

34.7

%

29.0

%

568

bps

Total gross margin

35.4

%

30.0

%

533

bps

Inventories ($ in 000’s)

New vehicles

$

645,670

$

711,164

$

(65,494

)

(9.2

)%

Used vehicles

259,511

126,687

132,824

104.8

%

Products, parts, accessories and misc.

291,506

214,357

77,149

36.0

%

Total RV and Outdoor Retail inventories

$

1,196,687

$

1,052,208

$

144,479

13.7

%

Vehicle inventory per location ($ in 000’s)

New vehicle inventory per dealer location

$

3,669

$

4,679

$

(1,010

)

(21.6

)%

Used vehicle inventory per dealer location

1,474

833

641

76.9

%

Vehicle inventory turnover⁽³⁾

New vehicle inventory turnover

3.9

2.3

1.6

66.7

%

Used vehicle inventory turnover

5.0

4.7

0.3

5.6

%

Retail locations

RV dealerships

176

152

24

15.8

%

RV service & retail centers

10

10

—

0.0

%

Subtotal

186

162

24

14.8

%

Other retail stores

1

2

(1

)

(50.0

)%

Total

187

164

23

14.0

%

Other data

Active Customers⁽⁴⁾

5,482,640

5,220,367

262,273

5.0

%

Good Sam Club members

2,215,227

2,067,253

147,974

7.2

%

Finance and insurance gross profit as a % of total vehicle revenue

12.0

%

12.8

%

(78

)

bps

n/a

Same store locations

158

n/a

n/a

n/a

⁽¹⁾ Our same store revenue and units calculations for a given period include only those stores that were open both at the end of the corresponding period and at the beginning of the preceding fiscal year.

⁽²⁾ Front end yield is calculated as gross profit from new vehicles, used vehicles and finance and insurance (net), divided by combined new and used retail units sold.

⁽³⁾Inventory turnover calculated as vehicle costs applicable to revenue divided by average quarterly ending vehicle inventory over the last twelve months.

⁽⁴⁾An Active Customer is a customer who has transacted with us in any of the eight most recently completed fiscal quarters prior to the date of measurement.

Camping World Holdings, Inc. and Subsidiaries

Consolidated Balance Sheets (unaudited)

($ in Thousands Except Per Share Amounts)

June 30,

December 31,

2021

2020

Assets

Current assets:

Cash and cash equivalents

$

191,507

$

166,072

Contracts in transit

150,919

48,175

Accounts receivable, net

95,854

83,422

Inventories

1,196,705

1,136,345

Prepaid expenses and other assets

55,307

60,211

Total current assets

1,690,292

1,494,225

Property and equipment, net

456,406

367,898

Operating lease assets

795,895

769,487

Deferred tax assets, net

223,248

165,708

Intangible assets, net

30,769

30,122

Goodwill

483,295

413,123

Other assets

16,917

15,868

Total assets

$

3,696,822

$

3,256,431

Liabilities and stockholders’ equity (deficit)

Current liabilities:

Accounts payable

$

261,696

$

148,462

Accrued liabilities

212,391

137,688

Deferred revenues

94,448

88,213

Current portion of operating lease liabilities

62,961

62,405

Current portion of finance lease liabilities

2,619

2,240

Current portion of Tax Receivable Agreement liability

12,330

8,089

Current portion of long-term debt

11,283

12,174

Notes payable – floor plan, net

485,645

522,455

Other current liabilities

78,749

53,795

Total current liabilities

1,222,122

1,035,521

Operating lease liabilities, net of current portion

830,408

804,555

Finance lease liabilities, net of current portion

36,529

27,742

Tax Receivable Agreement liability, net of current portion

167,521

137,845

Revolving line of credit

20,885

20,885

Long-term debt, net of current portion

1,069,702

1,122,675

Deferred revenues

69,868

61,519

Other long-term liabilities

64,312

54,920

Total liabilities

3,481,347

3,265,662

Commitments and contingencies

Stockholders’ equity (deficit):

Preferred stock, par value $0.01 per share – 20,000,000 shares authorized; none issued and outstanding as of June 30, 2021 and December 31, 2020

—

—

Class A common stock, par value $0.01 per share – 250,000,000 shares authorized; 47,264,560 issued and 45,478,698 outstanding as of June 30, 2021 and 43,083,008 issued and 42,226,389 outstanding as of December 31, 2020

470

428

Class B common stock, par value $0.0001 per share – 75,000,000 shares authorized; 69,066,445 issued as of June 30, 2021 and December 31, 2020; and 42,007,663 and 45,999,132 outstanding as of June 30, 2021 and December 31, 2020

4

5

Class C common stock, par value $0.0001 per share – one share authorized, issued and outstanding as of June 30, 2021 and December 31, 2020

—

—

Additional paid-in capital

93,509

63,342

Treasury stock, at cost; 1,501,690 and 572,447 shares as of June 30, 2021 and December 31, 2020

(54,783

)

(15,187

)

Retained earnings (deficit)

127,783

(21,814

)

Total stockholders’ equity attributable to Camping World Holdings, Inc.

166,983

26,774

Non-controlling interests

48,492

(36,005

)

Total stockholders’ equity (deficit)

215,475

(9,231

)

Total liabilities and stockholders’ equity (deficit)

$

3,696,822

$

3,256,431

Earnings Per Share

Basic earnings per share of Class A common stock is computed by dividing net income available to Camping World Holdings, Inc. by the weighted-average number of shares of Class A common stock outstanding during the period. Diluted earnings per share of Class A common stock is computed by dividing net income (loss) available to Camping World Holdings, Inc. by the weighted-average number of shares of Class A common stock outstanding adjusted to give effect to potentially dilutive securities.

The following table sets forth reconciliations of the numerators and denominators used to compute basic and diluted earnings per share of Class A common stock (unaudited):

Three Months Ended

Six Months Ended

June 30,

June 30,

(In thousands except per share amounts)

2021

2020

2021

2020

Numerator:

Net income

$

246,076

$

163,222

$

393,501

$

149,093

Less: net income attributable to non-controlling interests

(136,888

)

(105,145

)

(221,991

)

(99,176

)

Net income attributable to Camping World Holdings, Inc. — basic

$

109,188

$

58,077

171,510

49,917

Add: reallocation of net income attributable to non-controlling interests from the assumed dilutive effect of stock options and RSUs

1,772

—

—

—

Add: reallocation of net income attributable to non-controlling interests from the assumed exchange of common units of CWGS, LLC for Class A common stock

—

79,603

166,495

68,383

Net income attributable to Camping World Holdings, Inc. — diluted

$

110,960

$

137,680

$

338,005

$

118,300

Denominator:

Weighted-average shares of Class A common stock outstanding — basic

45,983

37,635

44,790

37,585

Dilutive options to purchase Class A common stock

169

—

167

—

Dilutive restricted stock units

1,398

434

1,177

359

Dilutive common units of CWGS, LLC that are convertible into Class A common stock

—

51,620

44,288

51,634

Weighted-average shares of Class A common stock outstanding — diluted

47,550

89,689

90,422

89,578

Earnings per share of Class A common stock — basic

$

2.37

$

1.54

$

3.83

$

1.33

Earnings per share of Class A common stock — diluted

$

2.33

$

1.54

$

3.74

$

1.32

Weighted-average anti-dilutive securities excluded from the computation of diluted earnings per share of Class A common stock:

Stock options to purchase Class A common stock

—

715

—

726

Restricted stock units

14

620

8

658

Common units of CWGS, LLC that are convertible into Class A common stock

43,057

—

—

—

Non-GAAP Financial Measures

To supplement our condensed consolidated financial statements, which are prepared and presented in accordance with accounting principles generally accepted in the United States (“GAAP”), we use the following non-GAAP financial measures: EBITDA, Adjusted EBITDA, Adjusted EBITDA Margin, Adjusted Net Income Attributable to Camping World Holdings, Inc. – Basic, Adjusted Net Income Attributable to Camping World Holdings, Inc. – Diluted, Adjusted Earnings Per Share – Basic, and Adjusted Earnings Per Share – Diluted (collectively the “Non-GAAP Financial Measures”). We believe that these Non-GAAP Financial Measures, when used in conjunction with GAAP financial measures, provide useful information about operating results, enhance the overall understanding of past financial performance and future prospects, and allow for greater transparency with respect to the key metrics we use in our financial and operational decision making. These Non-GAAP Financial Measures are also frequently used by analysts, investors and other interested parties to evaluate companies in the Company’s industry. The presentation of this financial information is not intended to be considered in isolation or as a substitute for, or superior to, the financial information prepared and presented in accordance with GAAP, and they should not be construed as an inference that the Company’s future results will be unaffected by any items adjusted for in these Non-GAAP Financial Measures. In evaluating these Non-GAAP Financial Measures, you should be aware that in the future the Company may incur expenses that are the same as or similar to some of those adjusted in this presentation. The Non-GAAP Financial Measures that we use are not necessarily comparable to similarly titled measures used by other companies due to different methods of calculation.

EBITDA, Adjusted EBITDA and Adjusted EBITDA Margin

We define “EBITDA” as net income before other interest expense, net (excluding floor plan interest expense), provision for income tax expense and depreciation and amortization. We define “Adjusted EBITDA” as EBITDA further adjusted for the impact of certain non-cash and other items that we do not consider in our evaluation of ongoing operating performance. These items include, among other things, loss and expense on debt restructure, long-lived asset impairment, lease termination loss, gains and losses on disposal of assets, equity-based compensation, Tax Receivable Agreement liability adjustment, restructuring costs related to the 2019 Strategic Shift, and other unusual or one-time items. We define “Adjusted EBITDA Margin” as Adjusted EBITDA as a percentage of total revenue. We caution investors that amounts presented in accordance with our definitions of EBITDA, Adjusted EBITDA, and Adjusted EBITDA Margin may not be comparable to similar measures disclosed by our competitors, because not all companies and analysts calculate EBITDA, Adjusted EBITDA, and Adjusted EBITDA Margin in the same manner. We present EBITDA, Adjusted EBITDA, and Adjusted EBITDA Margin because we consider them to be important supplemental measures of our performance and believe they are frequently used by securities analysts, investors and other interested parties in the evaluation of companies in our industry. Management believes that investors’ understanding of our performance is enhanced by including these Non-GAAP Financial Measures as a reasonable basis for comparing our ongoing results of operations.

The following table reconciles EBITDA, Adjusted EBITDA, Adjusted EBITDA Margin, and Trailing Twelve-Month Adjusted EBITDA to the most directly comparable GAAP financial performance measures, which are net income (loss) and net income (loss) margin, respectively (unaudited):

Three Months Ended

Six Months Ended

June 30,

June 30,

June 30,

June 30,

($ in thousands)

2021

2020

2021

2020

EBITDA:

Net income

$

246,076

$

163,222

$

393,501

$

149,093

Other interest expense, net

11,789

14,547

24,012

29,205

Depreciation and amortization

13,044

12,567

25,745

26,645

Income tax expense

42,347

20,473

44,390

24,605

Subtotal EBITDA

313,256

210,809

487,648

229,548

Loss and expense on debt restructure (a)

10,421

—

10,421

—

Long-lived asset impairment (b)

536

—

1,082

6,569

Lease termination (c)

—

868

1,756

1,452

Loss (gain) on disposal of assets, net (d)

10

272

(89)

783

Equity-based compensation (e)

6,047

4,182

12,156

7,494

Tax Receivable Agreement adjustment (f)

—

—

3,520

—

Restructuring costs (g)

3,010

4,591

6,077

10,873

Adjusted EBITDA

$

333,280

$

220,722

$

522,571

$

256,719

Three Months Ended

Six Months Ended

June 30,

June 30,

June 30,

June 30,

(as percentage of total revenue)

2021

2020

2021

2020

EBITDA margin:

Net income margin

11.9%

10.2%

10.9%

5.7%

Other interest expense, net

0.6%

0.9%

0.7%

1.1%

Depreciation and amortization

0.6%

0.8%

0.7%

1.0%

Income tax expense

2.1%

1.3%

1.2%

0.9%

Subtotal EBITDA margin

15.2%

13.1%

13.5%

8.7%

Loss and expense on debt restructure (a)

0.5%

—

0.3%

—

Long-lived asset impairment (b)

0.0%

—

0.0%

0.2%

Lease termination (c)

—

0.1%

0.0%

0.1%

Loss (gain) on disposal of assets, net (d)

0.0%

0.0%

(0.0)%

0.0%

Equity-based compensation (e)

0.3%

0.3%

0.3%

0.3%

Tax Receivable Agreement adjustment (f)

—

—

0.1%

—

Restructuring costs (g)

0.1%

0.3%

0.2%

0.4%

Adjusted EBITDA margin

16.2%

13.7%

14.4%

9.7%

Three Months Ended

TTM Ended

June 30,

March 31,

December 31,

September 30,

June 30,

($ in thousands)

2021

2021

2020

2020

2021

Trailing Twelve-Month Adjusted EBITDA:

Net income

$

246,076

$

147,425

$

40,338

$

154,784

$

588,623

Other interest expense, net

11,789

12,223

12,588

12,896

49,496

Depreciation and amortization

13,044

12,701

13,032

12,304

51,081

Income tax expense

42,347

2,043

10,740

22,398

77,528

Subtotal EBITDA

313,256

174,392

76,698

202,382

766,728

Loss and expense on debt restructure (a)

10,421

—

—

—

10,421

Long-lived asset impairment (b)

536

546

1,406

4,378

6,866

Lease termination (c)

—

1,756

2,590

505

4,851

Loss (gain) on disposal of assets, net (d)

10

(99)

670

(121)

460

Equity-based compensation (e)

6,047

6,109

6,966

6,201

25,323

Tax Receivable Agreement adjustment (f)

—

3,520

(141)

—

3,379

Restructuring costs (g)

3,010

3,067

3,047

3,689

12,813

Adjusted EBITDA

$

333,280

$

189,291

$

91,236

$

217,034

$

830,841

(a) Represents the loss and expense incurred on debt restructure and financing expense, which is comprised of $0.4 million in extinguishment of the original issue discount and $1.0 million in extinguishment of capitalized finance costs related to the Previous Term Loan Facility, and $9.0 million in legal and other expenses related to the New Term Loan Facility.

(b) Represents long-lived asset impairment charges related to the RV and Outdoor Retail segment, which primarily relate to locations affected by the 2019 Strategic Shift.

(c) Represents the loss on the termination of operating leases, relating primarily to the 2019 Strategic Shift, resulting from the lease termination fees and the derecognition of the operating lease assets and liabilities.

(d) Represents an adjustment to eliminate the gains and losses on disposal and sales of various assets.

(e) Represents non-cash equity-based compensation expense relating to employees, directors, and consultants of the Company.

(f) Represents an adjustment to eliminate the loss on remeasurement of the Tax Receivable Agreement primarily due to changes in our blended statutory income tax rate.

(g) Represents restructuring costs relating to our 2019 Strategic Shift. These restructuring costs include one-time employee termination benefits relating to retail store or distribution center closures/divestitures, incremental inventory reserve charges, and other associated costs. These costs do not include lease termination costs, which are presented separately above.

Adjusted Net Income Attributable to Camping World Holdings, Inc. and Adjusted Earnings Per Share

We define “Adjusted Net Income Attributable to Camping World Holdings, Inc. – Basic” as net income (loss) attributable to Camping World Holdings, Inc. adjusted for the impact of certain non-cash and other items that we do not consider in our evaluation of ongoing operating performance. These items include, among other things, loss and expense on debt restructure, long-lived asset impairment, lease termination costs, gains and losses on disposal of assets, equity-based compensation, Tax Receivable Agreement liability adjustment, restructuring costs related to the 2019 Strategic Shift, other unusual or one-time items, the income tax expense effect of these adjustments, and the effect of net income attributable to non-controlling interests from these adjustments.

We define “Adjusted Net Income Attributable to Camping World Holdings, Inc. – Diluted” as Adjusted Net Income Attributable to Camping World Holdings, Inc. – Basic adjusted for the reallocation of net income attributable to non-controlling interests from stock options and restricted stock units, if dilutive, or the assumed exchange, if dilutive, of all outstanding common units in CWGS, LLC for shares of newly-issued Class A common stock of Camping World Holdings, Inc.

We define “Adjusted Earnings Per Share – Basic” as Adjusted Net Income Attributable to Camping World Holdings, Inc. – Basic divided by the weighted-average shares of Class A common stock outstanding. We define “Adjusted Earnings Per Share – Diluted” as Adjusted Net Income Attributable to Camping World Holdings, Inc. – Diluted divided by the weighted-average shares of Class A common stock outstanding, assuming (i) the exchange of all outstanding common units in CWGS, LLC for newly-issued shares of Class A common stock of Camping World Holdings, Inc., if dilutive, and (ii) the dilutive effect of stock options and restricted stock units, if any. We present Adjusted Net Income Attributable to Camping World Holdings, Inc. – Basic, Adjusted Net Income Attributable to Camping World Holdings, Inc. – Diluted, Adjusted Earnings Per Share – Basic, and Adjusted Earnings Per Share – Diluted because we consider them to be important supplemental measures of our performance and we believe that investors’ understanding of our performance is enhanced by including these Non-GAAP financial measures as a reasonable basis for comparing our ongoing results of operations.

The following table reconciles Adjusted Net Income Attributable to Camping World Holdings, Inc. – Basic, Adjusted Net Income Attributable to Camping World Holdings, Inc. – Diluted, Adjusted Earnings Per Share – Basic, and Adjusted Earnings Per Share – Diluted to the most directly comparable GAAP financial performance measure, which is net income attributable to Camping World Holdings, Inc., in the case of the Adjusted Net Income non-GAAP financial measures, and weighted-average shares of Class A common stock outstanding – basic, in the case of the Adjusted Earnings Per Share non-GAAP financial measures:

Three Months Ended

Six Months Ended

June 30,

June 30,

June 30,

June 30,

(In thousands except per share amounts)

2021

2020

2021

2020

Numerator:

Net income attributable to Camping World Holdings, Inc.

$

109,188

$

58,077

$

171,510

$

49,917

Adjustments related to basic calculation:

Loss and expense on debt restructure (a):

Gross adjustment

10,421

—

10,421

—

Income tax expense for above adjustment (b)

(1,373)

—

(1,373)

—

Long-lived asset impairment (c):

Gross adjustment

536

—

1,082

6,569

Income tax expense for above adjustment (b)

—

—

—

(13)

Lease termination (d):

Gross adjustment

—

868

1,756

1,452

Income tax expense for above adjustment (b)

—

(23)

(39)

(23)

Loss (gain) on disposal of assets (e):

Gross adjustment

10

272

(89)

783

Income tax expense for above adjustment (b)

3

(2)

2

(3)

Equity-based compensation (f):

Gross adjustment

6,047

4,182

12,156

7,494

Income tax expense for above adjustment (b)

(707)

(383)

(1,361)

(685)

Tax Receivable Agreement liability adjustment (g):

Gross adjustment

—

—

3,520

—

Income tax expense for above adjustment (b)

—

—

(898)

—

Restructuring costs (h):

Gross adjustment

3,010

4,591

6,077

10,873

Income tax expense for above adjustment (b)

(52)

(23)

(65)

(58)

Adjustment to net income attributable to non-controlling interests resulting from the above adjustments (i)

(9,680)

(5,733)

(15,489)

(15,727)

Adjusted net income attributable to Camping World Holdings, Inc. – basic

117,403

61,826

187,210

60,579

Adjustments related to diluted calculation:

Reallocation of net income attributable to non-controlling interests from the dilutive effect of stock options and restricted stock units (j)

2,533

—

—

550

Income tax on reallocation of net income attributable to non-controlling interests from the dilutive effect of stock options and restricted stock units (k)

(628)

—

—

(145)

Reallocation of net income attributable to non-controlling interests from the dilutive exchange of common units in CWGS, LLC (j)

—

110,878

237,480

—

Income tax on reallocation of net income attributable to non-controlling interests from the dilutive exchange of common units in CWGS, LLC (k)

—

(26,132)

(58,213)

—

Assumed income tax expense of combining C-corporations with full or partial valuation allowances with the income of other consolidated entities after the dilutive exchange of common units in CWGS, LLC (l)

—

(1,708)

(12,693)

—

Adjusted net income attributable to Camping World Holdings, Inc. – diluted

$

119,308

$

144,864

$

353,784

$

60,984

Denominator:

Weighted-average Class A common shares outstanding – basic

45,983

37,635

44,790

37,585

Adjustments related to diluted calculation:

Dilutive exchange of common units in CWGS, LLC for shares of Class A common stock (m)

—

51,620

44,288

—

Dilutive options to purchase Class A common stock (m)

169

—

167

—

Dilutive restricted stock units (m)

1,398

434

1,177

359

Adjusted weighted average Class A common shares outstanding – diluted

47,550

89,689

90,422

37,944

Adjusted earnings per share – basic

$

2.55

$

1.64

$

4.18

$

1.61

Adjusted earnings per share – diluted

$

2.51

$

1.62

$

3.91

$

1.61

Anti-dilutive amounts (n):

Numerator:

Reallocation of net income attributable to non-controlling interests from the anti-dilutive exchange of common units in CWGS, LLC (j)

$

144,035

$

—

$

—

$

114,353

Income tax on reallocation of net income attributable to non-controlling interests from the anti-dilutive exchange of common units in CWGS, LLC (k)

$

(35,733)

$

—

$

—

$

(31,720)

Assumed income tax benefit of combining C-corporations with full or partial valuation allowances with the income of other consolidated entities after the anti-dilutive exchange of common units in CWGS, LLC (l)

$

226

$

—

$

—

$

6,435

Denominator:

Anti-dilutive exchange of common units in CWGS, LLC for shares of Class A common stock (m)

43,057

—

—

51,634

(a) Represents the loss and expense incurred on debt restructure and financing expense, which is comprised of $0.4 million in extinguishment of the original issue discount and $1.0 million in extinguishment of capitalized finance costs related to the Previous Term Loan Facility, and $9.0 million in legal and other expenses related to the New Term Loan Facility.

(b) Represents the current and deferred income tax expense or benefit effect of the above adjustments, many of which are related to entities with full valuation allowances for which no tax benefit can be currently recognized. This assumption uses an effective tax rate of 25.5% and 25.0% for the adjustments for 2021 and 2020, respectively, which represents the estimated tax rate that would apply had the above adjustments been included in the determination of our non-GAAP metric.

(c) Represents long-lived asset impairment charges related to the RV and Outdoor Retail segment, which primarily relate to locations affected by the 2019 Strategic Shift.

(d) Represents the loss on termination of operating leases, relating primarily to the 2019 Strategic Shift, resulting from the lease termination fees and the derecognition of the operating lease assets and liabilities.

(e) Represents an adjustment to eliminate the gains and losses on sales and disposals of various assets.

(f) Represents non-cash equity-based compensation expense relating to employees, directors, and consultants of the Company.

(g) Represents an adjustment to eliminate the loss on remeasurement of the Tax Receivable Agreement primarily due to changes in our blended statutory income tax rate.

(h) Represents restructuring costs relating to our 2019 Strategic Shift. These restructuring costs include one-time employee termination benefits relating to retail store or distribution center closures/divestitures, incremental inventory reserve charges, and other associated costs. These costs exclude lease termination costs, which are presented separately above.

(i) Represents the adjustment to net income attributable to non-controlling interests resulting from the above adjustments that impact the net income of CWGS, LLC. This adjustment uses the non-controlling interest’s weighted average ownership of CWGS, LLC of 48.4% and 57.8% for the three months ended June 30, 2021 and 2020, respectively, and 49.7% and 57.9% for the six months ended June 20, 2021 and 2020, respectively.

(j) Represents the reallocation of net income attributable to non-controlling interests from the impact of the assumed change in ownership of CWGS, LLC from stock options, restricted stock units, and/or common units of CWGS, LLC.

(k) Represents the income tax expense effect of the above adjustment for reallocation of net income attributable to non-controlling interests. This assumption uses an effective tax rate of 25.5% and 25.0% for the adjustments for the 2021 and 2020 periods, respectively.

(l) Typically represents adjustments to reflect the income tax benefit of losses of consolidated C-corporations that under the Company’s current equity structure cannot be used against the income of other consolidated subsidiaries of CWGS, LLC. However, for the three and six months ended June 30, 2021, this adjustment included the reversal of the $0.1 million expense and $14.8 million benefit, respectively, from changes in the valuation allowance for Camping World, Inc. Subsequent to the exchange of all common units in CWGS, LLC, the Company believes certain actions could be taken such that the C-corporations’ losses could offset income of other consolidated subsidiaries. The adjustment reflects the income tax benefit assuming effective tax rate of 25.5% and 25.0% during the 2021 and 2020 periods, respectively, for the losses experienced by the consolidated C-corporations for which valuation allowances have been recorded. No assumed release of valuation allowance established for previous periods were included in these amounts and the $14.8 million release of valuation allowance during the six months ended June 30, 2021 was considered to be reversed and excluded from adjusted net income (loss) attributable to Camping World Holdings, Inc. – diluted for purposes of this calculation.

(m) Represents the impact to the denominator for stock options, restricted stock units, and/or common units of CWGS, LLC.

(n) The below amounts have not been considered in our adjusted earnings per share – diluted amounts as the effect of these items are anti-dilutive.

Uses and Limitations of Non-GAAP Financial Measures

Management and our board of directors use the Non-GAAP Financial Measures:

as a measurement of operating performance because they assist us in comparing the operating performance of our business on a consistent basis, as they remove the impact of items not directly resulting from our core operations;

for planning purposes, including the preparation of our internal annual operating budget and financial projections;

to evaluate the performance and effectiveness of our operational strategies; and

to evaluate our capacity to fund capital expenditures and expand our business.

By providing these Non-GAAP Financial Measures, together with reconciliations, we believe we are enhancing investors’ understanding of our business and our results of operations, as well as assisting investors in evaluating how well we are executing our strategic initiatives. In addition, our Senior Secured Credit Facilities use EBITDA to measure our compliance with covenants such as the consolidated leverage ratio. The Non-GAAP Financial Measures have limitations as analytical tools, and should not be considered in isolation, or as an alternative to, or a substitute for net income or other financial statement data presented in our unaudited consolidated financial statements included elsewhere in this press release as indicators of financial performance. Some of the limitations are:

such measures do not reflect our cash expenditures, or future requirements for capital expenditures or contractual commitments;

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

some of such measures do not reflect the interest expense, or the cash requirements necessary to service interest or principal payments on our debt;

some of such measures do not reflect our tax expense or the cash requirements to pay our taxes;

although depreciation and amortization are non-cash charges, the assets being depreciated and amortized will often have to be replaced in the future and such measures do not reflect any cash requirements for such replacements; and

other companies in our industry may calculate such measures differently than we do, limiting their usefulness as comparative measures.

Due to these limitations, the Non-GAAP Financial Measures should not be considered as measures of discretionary cash available to us to invest in the growth of our business. We compensate for these limitations by relying primarily on our GAAP results and using these Non-GAAP Financial Measures only supplementally. As noted in the tables above, certain of the Non-GAAP Financial Measures include adjustments for loss and expense on debt restructure, long-lived asset impairment, lease termination costs, gains and loss on disposal of assets, equity-based compensation, Tax Receivable Agreement liability, restructuring costs related to the 2019 Strategic Shift, other unusual or one-time items, and the income tax expense effect described above, as applicable. It is reasonable to expect that certain of these items will occur in future periods. However, we believe these adjustments are appropriate because the amounts recognized can vary significantly from period to period, do not directly relate to the ongoing operations of our business and complicate comparisons of our internal operating results and operating results of other companies over time. Each of the normal recurring adjustments and other adjustments described in this paragraph and in the reconciliation tables above help management with a measure of our core operating performance over time by removing items that are not related to day-to-day operations.

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Posted on August 3, 2021 8:04 am
Essential Utilities’ Aqua Texas Subsidiary Completes First Acquisition Under New Texas Fair Market Value Law

Essential Utilities’ Aqua Texas Subsidiary Completes First Acquisition Under New Texas Fair Market Value Law

BRYN MAWR, Pa.–(BUSINESS WIRE)–
Essential Utilities Inc. (NYSE: WTRG) today announced that its Aqua Texas water utility has acquired the water treatment and distribution system in The Commons of Lake Houston community in Huffman, Texas yesterday. The Commons’ system serves approximately 1,000 homes in the development.

The transaction is the first of which Aqua Texas was able to use a new Texas law that allows regulated water companies to pay a fair market value for the purchase of water and wastewater systems. Prior to the new law, enacted in 2019, a system’s value previously was determined by its depreciated original cost, which generally did not reflect a reasonable market value for those assets. The new FMV law applies to all water and wastewater utilities including those owned and operated by private investors and municipal governments.

When the agreement of sale was reached several months ago, Essential Chairman and CEO Christopher Franklin said The Commons agreement illustrated the benefits of the new fair market value law. “The Texas fair market value law offers a compelling solution to municipalities, developers and other utility owners who must meet ever-increasing health and environmental standards and the costs of operating and maintaining their systems,” said Franklin. “Aqua can benefit other communities like The Commons by leveraging our expertise in compliance, large-scale purchasing power and other efficiencies that can be realized with a larger, regional operation.”

“My team and I are proud to welcome residents of The Commons as our new customers,” said Aqua Texas President Bob Laughman. “Although this is not a municipal acquisition, it is worth noting that municipalities in other states with FMV legislation have sold their utility systems to Aqua and used the proceeds to offset tax increases, build new municipal facilities, and fund new infrastructure projects among other things. In other cases, the sale has enabled municipalities to avoid the necessary cost to bring their systems into environmental regulatory compliance by shifting that responsibility to Aqua, as we are experts in compliance.”

The Commons is the first acquisition completed by Essential’s Aqua companies in 2021. The company currently has seven additional signed purchase agreements for water and wastewater systems which have a total purchase price of $458.5 million and represent approximately 233,000 equivalent dwelling units.

Aqua Texas serves about 200,000 people in 53 counties across Texas. Visit AquaAmerica.com for more information or follow @MyAquaAmerica on Facebook and Twitter.

About Essential

Essential is one of the largest publicly traded water, wastewater and natural gas providers in the U.S., serving approximately 5 million people across 10 states under the Aqua and Peoples brands. Essential is committed to excellence in proactive infrastructure investment, regulatory expertise, operational efficiency and environmental stewardship. The company recognizes the importance water and natural gas play in everyday life and is proud to deliver safe, reliable services that contribute to the quality of life in the communities it serves. For more information, visit http://www.essential.co.

Forward-Looking Statements

This release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including. There are important factors that could cause actual results to differ materially from those expressed or implied by the forward-looking statements including: general economic business conditions; the successful integration of the customers and the facility; and other factors discussed in our Annual Report on Form 10-K, which is on file with the Securities and Exchange Commission. For more information regarding risks and uncertainties associated with Essential Utilities’ business, please refer to Essential Utilities’ annual, quarterly and other SEC filings. Essential Utilities is not under any obligation — and expressly disclaims any such obligation — to update or alter its forward-looking statements whether as a result of new information, future events or otherwise.

WTRGF

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Posted on August 3, 2021 8:04 am
Veracyte Completes Acquisition of HalioDx

Veracyte Completes Acquisition of HalioDx

Fuels growth by enabling IVD test development and manufacturing for nCounter diagnostic platform

Expands scientific capabilities into immuno-oncology and broadens diagnostics scope to 8 of the 10 top cancers by U.S. incidence

SOUTH SAN FRANCISCO, Calif.–(BUSINESS WIRE)–Veracyte, Inc. (Nasdaq: VCYT) today announced the company has completed its acquisition of HalioDx to solidify its reach into global markets while expanding its scientific capabilities and diagnostics scope into 8 of the 10 top cancers as defined by U.S. incidence.

“This important acquisition is the culminating piece in a series of strategic initiatives and acquisitions that we believe will enable Veracyte to achieve our vision of improving outcomes for patients worldwide at every step of their journey,” said Marc Stapley, Veracyte’s chief executive officer. “HalioDx’s European manufacturing infrastructure and operations, along with the company’s immuno-oncology capabilities and best-in-class diagnostic products, have the potential to fuel our growth in cancer diagnostics. We look forward to welcoming the talented HalioDx team to the Veracyte family and working together to build a leading global diagnostics company.”

Bonnie Anderson, Veracyte’s executive chairwoman, led the acquisition of HalioDx. She will also drive the ongoing integration, including the transition of manufacturing operations to France, maximizing the combined global potential of each company’s cancer diagnostics technology platform and capabilities.

Transaction Details

Under the terms of the transaction, Veracyte acquired HalioDx for €260 million, consisting of approximately €147 million in cash and €113 million in stock. HalioDx has become a wholly-owned subsidiary of Veracyte.

About Veracyte

Veracyte (Nasdaq: VCYT) is a global genomic diagnostics company that improves patient care by providing answers to clinical questions, informing diagnosis and treatment decisions throughout the patient journey in cancer and other diseases. The company’s growing menu of genomic tests leverage advances in genomic science and technology, enabling patients to avoid risky, costly diagnostic procedures and quicken time to appropriate treatment. The company’s tests in lung cancer, prostate cancer, breast cancer, thyroid cancer, bladder cancer and idiopathic pulmonary fibrosis are available to patients, and its renal cancer and lymphoma subtyping tests are in development, the latter as a companion diagnostic. With Veracyte’s exclusive global license to a best-in-class diagnostics instrument platform, the company is positioned to deliver its tests to patients worldwide. Veracyte is based in South San Francisco, California. For more information, please visit www.veracyte.com and follow the company on Twitter (@veracyte).

Cautionary Note Regarding Forward-Looking Statements

This press release contains forward-looking statements, including, but not limited to, our statements related to our plans, objectives, expectations (financial and otherwise) or intentions with respect to the acquisition of HalioDx; and statements related to the expected benefits of the proposed transaction, including but not limited to, Veracyte’s ability to expand its revenue, global presence and leadership in cancer diagnosis, Veracyte tests’ ability to improve clinical care and patient outcomes, and the expansion of Veracyte’s test menu and total addressable market opportunity. Forward-looking statements can be identified by words such as: “appears,” “anticipate,” “intend,” “plan,” “expect,” “believe,” “should,” “may,” “will,” “positioned,” “designed” and similar references to future periods. Actual results may differ materially from those projected or suggested in any forward-looking statements. These statements involve risks and uncertainties, which could cause actual results to differ materially from our predictions, and include, but are not limited to Veracyte’s ability to successfully integrate the HalioDx business; the performance of Veracyte’s tests in the clinical environment; the retention of HalioDx employees; and risks inherent in the achievement of anticipated synergies and the timing thereof. Additional factors that may impact these forward-looking statements can be found under the caption “Risk Factors” in our Annual Report on Form 10-K filed with the SEC on February 22, 2021, and in our Quarterly Report on Form 10-Q filed with the SEC on July 29, 2021. A copy of these documents can be found at the Investors section of our website at www.veracyte.com. These forward-looking statements speak only as of the date hereof and, except as required by law, Veracyte specifically disclaims any obligation to update these forward-looking statements or reasons why actual results might differ, whether as a result of new information, future events or otherwise.

Veracyte, the Veracyte logo, HalioDx, Decipher, Decipher GRID, Afirma, Percepta, Envisia, Prosigna, Lymphmark, “Know by Design” and “More about You” are registered trademarks of Veracyte, Inc. and its affiliates in the U.S. and selected countries. nCounter is the registered trademark of NanoString Technologies, Inc. in the U.S. and selected countries, and used by Veracyte under license. Immunoscore is the registered trademark of Inserm in the U.S. and selected countries, and is used by HalioDx under license.

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Veracyte

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INDUSTRY KEYWORDS: Oncology Health Genetics General Health Research Science

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Posted on August 3, 2021 8:04 am
British Columbia Lottery Corporation Appoints Genius Sports As Official Data Provider

British Columbia Lottery Corporation Appoints Genius Sports As Official Data Provider

Leading North American lottery operator chooses official data provider to power sports betting products in multi-year deal

LONDON & NEW YORK–(BUSINESS WIRE)–
Genius Sports Limited (NYSE:GENI) (“Genius Sports” or “GSL”), the official data, technology and commercial partner powering the ecosystem connecting sports, betting and media, today announced that it has secured a multi-year agreement with the British Columbia Lottery Corporation (BCLC), to support its sportsbook operations as Canada legalizes single-event sports wagering.

BCLC conducts and manages commercial gambling – including casinos, lottery, bingo and sports betting, through multiple channels of distribution – on behalf of the Province of British Columbia, Canada`s third-largest province by population with more than five million residents.

BCLC will utilize Genius Sports’ award-winning LiveData and LiveTrading services to deliver real-time official data and pin-point pricing across thousands of sporting events each year. Included in the partnership is Genius Sports’ leading portfolio of official data rights, comprising the Canadian Premier League, English Premier League, Euroleague Basketball and many other top tier leagues.

“BCLC’s partnership with Genius Sports demonstrates how the nascent Canadian sports betting industry already recognizes the importance of official data in helping to protect consumers whilst delivering the most secure and compelling products for their customers,” said Genius Sports CEO Mark Locke. “Products and services powered by the fastest, most accurate and reliable data will reinforce BCLC’s competitive advantage and help Canada fulfil the massive potential of its sports betting market.”

Genius Sports established the global market for official data, which is sanctioned directly by the relevant sport’s governing body.

ENDS

About Genius Sports

Genius Sports is the official data, technology and commercial partner that powers the global ecosystem connecting sports, betting and media. We are a global leader in digital sports content, technology and integrity services. Our technology is used in over 150 countries worldwide, empowering sports to capture, manage and distribute their live data and video, driving their digital transformation and enhancing their relationships with fans.

We are the trusted partner to over 400 sports organizations globally, including many of the world’s largest leagues and federations such as the NFL, EPL, FIBA, NCAA, NASCAR, AFA and PGA.

Genius Sports is uniquely placed through cutting-edge technology, scale and global reach to support our partners. We are more than just a technology company, we build long-term relationships with sports at all levels, helping them to control and maximize the value of their content while providing technical expertise and round-the-clock support.

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Posted on August 3, 2021 8:04 am
Magenta Therapeutics to Participate in Upcoming Healthcare Investor Conferences in August

Magenta Therapeutics to Participate in Upcoming Healthcare Investor Conferences in August

CAMBRIDGE, Mass.–(BUSINESS WIRE)–
Magenta Therapeutics, Inc. (Nasdaq: MGTA), a clinical-stage biotechnology company developing novel medicines to bring the curative power of stem cell transplants to more patients, today announced that the company will participate in the following August investor conferences:

BTIG Virtual Biotechnology Conference, presentation at 12:00 p.m. ET on Monday, August 9

2021 Wedbush PacGrow Healthcare Virtual Conference, panel: So Let it Be (Re)Written – Updates in Gene Modulation at 9:10 a.m. ET on Tuesday, August 10

Additional information can be found on the Magenta Therapeutics website at https://investor.magentatx.com/events-and-presentations.

About Magenta Therapeutics

Magenta Therapeutics is a clinical-stage biotechnology company developing medicines designed to bring the curative power of stem cell transplant to more patients with blood cancers, genetic diseases and autoimmune diseases. Magenta is combining leadership in stem cell biology and biotherapeutics development with clinical and regulatory expertise, a unique business model and broad networks in the stem cell transplant community to revolutionize immune reset for more patients.

Magenta is based in Cambridge, Mass. For more information, please visit www.magentatx.com.

Follow Magenta on Twitter: @magentatx.

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Lyndsey Scull, Director, Corporate Communications

202-213-7086

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KEYWORDS: United States North America Massachusetts

INDUSTRY KEYWORDS: Biotechnology Health Genetics Stem Cells Oncology

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Posted on August 3, 2021 8:04 am
Helbiz Expands Micro-Mobility Service in Pescara, Italy with MiMoto Electric Mopeds

Helbiz Expands Micro-Mobility Service in Pescara, Italy with MiMoto Electric Mopeds

100 MiMoto e-mopeds now available for citizens and visitors

Underscores Helbiz’s continued expansion efforts across Italy

PESCARA, Italy–(BUSINESS WIRE)–Helbiz, a global leader in micro-mobility that is the business combination target of GreenVision Acquisition Corp. (Nasdaq: GRNV), and that recently acquired MiMoto Smart Mobility S.r.l., today announced that it has launched a fleet of 100 MiMoto electric mopeds throughout Pescara, Italy. The region of operation will also include neighboring cities Montesilvano, Francavilla and San Giovanni Teatino.

This press release features multimedia. View the full release here: https://www.businesswire.com/news/home/20210803005547/en/

Helbiz Expands Micro-Mobility Service in Pescara, Italy with MiMoto Electric Mopeds (Photo: Business Wire)

Following the successful deployment of 500 Helbiz e-scooters in July of 2020, this launch will provide the community with additional micro-mobility offerings to keep up with the increased demand. Helbiz remains the only micro-mobility provider authorized by the Municipality of Pescara and has seen more than 10,000 e-scooter rides with an average traveling distance of approximately 6.5km since the initial launch. This consistent use of Helbiz e-scooters has also eliminated more than 1 million tons of CO2 during the past month alone. This highlights the local community’s significant shift towards sustainable mobility.

Users can download the MiMoto mobile app to instantly geolocate, rent and unlock e-mopeds directly from their smartphones with just a tap. The rate to rent is €0.26 per minute, €4.90 per hour or €19.90 for the whole day. Each MiMoto e-moped is approved for two passengers and comes equipped with two helmets of different sizes, sanitizing perfumers, disposable hygienic caps and a sanitizing foam for self-drying helmets.

“This launch of MiMoto e-mopeds supports our continued commitment to enhance modern mobility and reduce pollution, while benefiting our citizens and the social and economic system of our city,” said Carlo Masci, Mayor of Pescara. “We have been focused on this vision to become an eco-sustainable system since the beginning. The new MiMoto electric scooters are now available throughout the city and we welcome citizens to ride them safely and with their common sense. Just as the shared scooter offerings have changed the face of our city, we are sure that this will be equally successful. I thank Helbiz and the Councilor for Mobility who have been committed to this mutual goal.”

“As a contemporary city, Pescara has enjoyed the implementation of e-scooters and I am convinced that the community will also welcome the zero-emission electric mopeds with great enthusiasm,” declares Luigi Albore Mascia, Councilor for Mobility of Pescara. “Sustainable mobility is the most important tool that our administration is using to improve the quality of life of citizens. Over the course of twenty-four months, we have created a virtuous system that will reward us in the years to come.”

“Our services continue to achieve extraordinary results and prove that implementing micro-mobility offerings is key to advancing sustainable transport,” said Matteo Tanzilli, Head of Institutional Relations at Helbiz in Italy. “Pescara is one of our busiest cities and its sustainability conscious population rents our vehicles daily. We look forward to providing the citizens and tourists of Pescara with an additional zero-impact, micro-mobility sharing service. This launch underscores our commitment to support the city of Pescara in its increasingly green approach. We are thrilled to work hand in hand with the Mayor and the Councilor for Mobility to advance their vision for the city.”

ABOUT HELBIZ

Helbiz is a global leader in micro-mobility services. Launched in 2016 and headquartered in New York City, the company operates e-scooters, e-bicycles and e-mopeds in nearly 30 cities around the world including Washington, D.C., Alexandria, Arlington, Miami, Milan and Rome. Helbiz utilizes a customized, proprietary fleet management platform, artificial intelligence and environmental mapping to optimize operations and business sustainability. In Q1 2021, Helbiz Inc announced a merger with SPAC GreenVision Acquisition Corp. (Nasdaq: GRNV), which will result in it becoming the first micro-mobility company listed on NASDAQ when the business combination is completed, which is expected to occur in August 2021.

Forward-Looking Statements

Certain statements made in this press release are “forward-looking statements” within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements may be identified by the use of words such as “anticipate”, “believe”, “expect”, “estimate”, “plan”, “outlook”, and “project” and other similar expressions that predict or indicate future events or trends or that are not statements of historical matters. These forward-looking statements reflect the current analysis of existing information and are subject to various risks and uncertainties. As a result, caution must be exercised in relying on forward-looking statements. Due to known and unknown risks, actual results may differ materially from the Company’s or GreenVision’s expectations or projections. The following factors, among others, could cause actual results to differ materially from those described in these forward-looking statements: (i) the occurrence of any event, change or other circumstances that could give rise to the termination of the Merger Agreement; (ii) the ability of the Company to meet Nasdaq listing standards following the transaction and in connection with the consummation thereof; (iii) the inability to complete the transactions contemplated by the Merger Agreement due to the failure to obtain approval of the stockholders of the Company or the stockholders of GreenVision or other reasons; (iv) the failure to meet the minimum cash requirements of the Merger Agreement due to GreenVision stockholder redemptions and the failure to obtain replacement financing; (v) the failure to meet projected development and production targets; (vi) costs related to the proposed transaction; (vii) changes in applicable laws or regulations; (viii) the ability of the combined company to meet its financial and strategic goals, due to, among other things, competition, the ability of the combined company to pursue a growth strategy and manage growth profitability; (ix) the possibility that the combined company may be adversely affected by other economic, business, and/or competitive factors; (x) the effect of the COVID-19 pandemic on the Company and GreenVision and their ability to consummate the transaction; and (xi) other risks and uncertainties described herein, as well as those risks and uncertainties discussed from time to time in other reports and other public filings with the Securities and Exchange Commission (the “SEC”) by the Company. Additional information concerning these and other factors that may impact the Company’s expectations and projections can be found in GreenVision’s periodic filings with the SEC, including its Annual Report on Form 10-K for the fiscal year ended December 31, 2020 and amended on May 21, 2021. GreenVision’s SEC filings are available publicly on the SEC’s website at www.sec.gov. Any forward-looking statement made by us in this press release is based only on information currently available to GreenVision and Helbiz and speaks only as of the date on which it is made. GreenVision and Helbiz undertake no obligation to publicly update any forward-looking statement, whether written or oral, that may be made from time to time, whether as a result of new information, future developments or otherwise, except as required by law.

Additional Information about the Transaction and Where to Find It

In connection with the proposed business combination, GreenVision has filed a definitive proxy statement with the SEC on July 26, 2021 and has mailed the definitive proxy statements to its stockholders as of the record date established for voting on the business combination. Additionally, GreenVision will file other relevant materials with the SEC in connection with the business combination. Copies of the definitive proxy statement and other materials may be obtained free of charge at the SEC’s web site at www.sec.gov. Security holders of GreenVision are urged to read the definitive proxy statement and other relevant materials filed in connection with the proposed business combination before making any voting decision with respect to the proposed business combination because they will contain important information about the business combination and the parties to the business combination. The information contained on, or that may be accessed through, the websites referenced in this press release is not incorporated by reference into, and is not a part of, this press release. GreenVision’s stockholders may also obtain a copy of the definitive proxy statement as well as other documents filed with the SEC by GreenVision, without charge, at the SEC’s website located at www.sec.gov or by directing a request to: GreenVision Acquisition Corp., 8 The Green, Suite #4966, Dover, DE 19901, Attention: Chief Financial Officer, Tel. (302 289-8280).

Participants in Solicitation

GreenVision and its directors and officers may be deemed participants in the solicitation of proxies of GreenVision’s shareholders in connection with the proposed business combination. A list of the names of those directors and executive officers and a description of their interests in GreenVision is contained in the definitive proxy statement with respect to the proposed business combination filed on July 26, 2021 with the SEC, and in GreenVision’s Annual Report on Form 10-K for the fiscal year ended December 31, 2020, as subsequently amended, which was filed with the SEC. Security holders may obtain more detailed information regarding the names, affiliations and interests of certain of GreenVision’s executive officers and directors in the solicitation by reading GreenVision’s Annual Report on Form 10-K for the fiscal year ended December 31, 2020, as amended, and the definitive proxy statement and other relevant materials filed with the SEC in connection with the business combination when they become available. Information concerning the interests of GreenVision’s participants in the solicitation, which may, in some cases, be different than those of their stockholders generally, is set forth in the definitive proxy statement relating to the business combination.

Helbiz and its officers and directors may also be deemed participants in such solicitation. A list of the names of such directors and executive officers and information regarding their interests in the business combination are set forth in the definitive proxy statement for the business combination which was filed with the SEC on July 26, 2021. This document can be obtained free of charge from the sources indicated above.

Non-Solicitation

This press release does not constitute a solicitation of a proxy, consent or authorization with respect to any securities or in respect of the proposed transaction. This press release also does not constitute an offer to sell or the solicitation of an offer to buy any securities, nor will there be any sale of securities in any states or jurisdictions in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities will be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended, or an exemption therefrom.

View source version on businesswire.com: https://www.businesswire.com/news/home/20210803005547/en/

Helbiz Contacts

For investor and media inquiries, contact:

Global Head of Communications:

Davide D’Amico – tel. +39 335 7715011 email: [email protected]

PR and Communication Manager:

Chiara Garbuglia – +39 335 7388163 email: [email protected]

Regions

USA

The Blueshirt Group

Gary Dvorchak, CFA – Phone: +1 (323) 240-5796 – email: [email protected]

Agent of Change

Marcy Simon – Phone: +1 (917) 833-3392 – Email: [email protected]

EUROPE

Helbiz Investor Relations: [email protected]

KEYWORDS: Europe United States Italy North America New York

INDUSTRY KEYWORDS: Automotive Automotive Manufacturing Manufacturing Transportation Alternative Vehicles/Fuels Motorcycles Travel

MEDIA:

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Helbiz Expands Micro-Mobility Service in Pescara, Italy with MiMoto Electric Mopeds (Photo: Business Wire)

Posted on August 3, 2021 8:04 am
Popular, Inc. to Participate in the upcoming UBS Financial Services Virtual Conference

Popular, Inc. to Participate in the upcoming UBS Financial Services Virtual Conference

SAN JUAN, Puerto Rico–(BUSINESS WIRE)–
Popular, Inc. (NASDAQ: BPOP) announced today that it will participate in the upcoming UBS Financial Services Virtual Conference on Wednesday, August 11, 2021. Carlos J. Vázquez, Executive Vice President and Chief Financial Officer of Popular, Inc., will speak at 3:00 p.m. Eastern Time.

A live audio webcast will be accessible through the Popular, Inc. Investor Relations website at https://investor.popular.com/eng/investor-relations/default.aspx. A replay of the webcast will also be available.

About Popular, Inc.

Popular, Inc. is the leading financial institution in Puerto Rico, by both assets and deposits, and ranks among the top 50 U.S. bank holding companies by assets. Founded in 1893, Banco Popular de Puerto Rico, Popular’s principal subsidiary, provides retail, mortgage and commercial banking services in Puerto Rico and the U.S. Virgin Islands. Popular also offers in Puerto Rico auto and equipment leasing and financing, investment banking, broker-dealer and insurance services through specialized subsidiaries. In the mainland United States, Popular provides retail, mortgage and commercial banking services through its New York-chartered banking subsidiary, Popular Bank, which has branches located in New York, New Jersey and Florida.

View source version on businesswire.com: https://www.businesswire.com/news/home/20210803005549/en/

Popular, Inc.

Investor Relations:

Paul J. Cardillo, 212-417-6721

Senior Vice President, Investor Relations Officer

[email protected]

or

Media Relations:

MC González Noguera, 917-804-5253

Executive Vice President and Chief Communications & Public Affairs Officer

[email protected]

KEYWORDS: Caribbean Puerto Rico United States North America New York

INDUSTRY KEYWORDS: Banking Professional Services Insurance Finance

MEDIA:

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