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Cloopen Group Holding Limited Announces Unaudited Fourth Quarter and Fiscal Year 2020 Financial Results

PR Newswire

BEIJING, March 26, 2021 /PRNewswire/ — Cloopen Group Holding Limited (NYSE: RAAS) (“Cloopen” or the “Company”), a leading multi-capability cloud-based communications solution provider in China, today announced its unaudited financial results for the fourth quarter and the fiscal year ended December 31, 2020.


Fourth Quarter 2020 Highlights

  • Revenues were RMB258.7 million (US$39.6 million), representing a 15.5% increase year-over-year. Revenues from cloud-based contact center (“CC”) solutions increased by 74.0% year-over year.
  • Net loss was RMB305.4 million (US$46.8 million), representing a 466.9% increase year-over-year.
  • Adjusted EBITDA loss[1] was RMB46.0 million (US$7.0 million), representing a 58.6% increase year-over-year.


Fiscal Year 2020 Highlights

  • Revenues were RMB767.7 million (US$117.7 million), representing a 18.1% increase year-over-year. Revenues from cloud-based CC solutions increased 41.2% year-over-year.
  • Net loss was RMB509.1 million (US$78.0 million), representing a 177.5% increase year-over-year.
  • Adjusted EBITDA loss was RM157.6 million (US$24.2 million), representing a 12.5% increase year-over-year.
  • Active customers[2] as of December 31, 2020 were 13,039, representing a 13.0% increase year-over-year.



[1] Adjusted EBITDA is a non-GAAP financial measure. See section entitled “Non-GAAP Financial Measure.” for information on how the Company defines and calculates the non-GAAP financial measure. A reconciliation of non-GAAP adjusted EBITDA to net loss is set forth at the end of this press release.


[2] Active customers at the end of any period refers to customers which had over RMB50 in annual spending in the preceding 12 months.

“After seven years of determined execution and growth, we successfully completed our initial public offering on the New York Stock Exchange on February 9, 2021. The IPO was a testament of our successful track record and recognized market leadership and also served to raise our brand’s recognition in the international stage,” said Mr. Changxun Sun, Chief Executive Officer of Cloopen. “Despite the unprecedented challenges presented by the COVID-19 pandemic, for 2020, we are pleased to report solid top line growth of 18.1% year-over-year, driven by a 13.0% expansion in the number of active customers. We are delighted to see the outstanding value proposition that our products and services deliver resonating with more and more enterprises in the marketplace.”

“In the first quarter of 2021, our business accelerated significantly, benefiting from the broad-based economic recovery being experienced by China. Also, noteworthy, in March we entered into a definitive agreement to acquire EliteCRM, a leading customer relationship management software provider. We not only see substantial synergies in terms of product portfolio and customer base from this acquisition, but also expect it to immediately make a positive contribution to our bottom line. We are proud of what we have achieved so far, however, we know that we’ve only just scratched the surface in terms of our opportunities to enhance the daily communication experience and operational productivity for enterprises in China and abroad,” Mr. Sun concluded.

Mr. Steven Yipeng Li, Chief Financial Officer of Cloopen, said, “In 2020, we steadily focused on our initiatives to drive transformation in the enterprise communications industry and further cultivated our cloud- and AI-based communications solutions, amidst the tumultuous COVID market environment. Looking at 2021, we are well positioned to take advantage of pent-up demand from enterprise activities delayed in 2020 and capture expanding cloud communications service deployment opportunities, the positive impacts of which we’ve already begun to witness in the first quarter of 2021.”


Financial Results for the


Fourth Quarter of 2020

Revenues

In the fourth quarter of 2020, revenues increased by 15.5% to RMB258.7 million (US$39.6 million) from RMB224.0 million in the fourth quarter of 2019. The increase was mainly contributed by a 74.0% year-over-year increase in revenues from cloud-based CC solutions business.

  • Revenues from communications platform as a service (“CPaaS”) solutions increased by 1.2% to RMB130.5 million (US$20.0 million) from RMB129.0 million in the fourth quarter of 2019, primarily due to the growth of voice call services as a result of the increased demand from certain large enterprises.
  • Revenues from cloud-based CC solutions increased by 74.0% to RMB91.5 million (US$14.0 million) from RMB52.6 million in the fourth quarter of 2019, primarily due to an increase in the number of customers and projects as a result of the Company’s organic growth and the release of underserved demands amidst the COVID-19 outbreak in the first half of 2020.
  • Revenues from cloud-based unified communications and collaboration (“UC&C”) solutions decreased by 9.5% to RMB36.5 million (US$5.6 million) from RMB40.3 million in the fourth quarter of 2019, primarily due to delayed service delivery caused by the COVID-19 outbreak.

Cost of Revenues

Cost of revenues increased by 19.2% to RMB158.0 million (US$24.2 million) in the fourth quarter of 2020 from RMB132.6 million in the fourth quarter of 2019, which was primarily due to an increase in cost of revenues from cloud-based CC solutions as a result of its increased business scale as well as increases in infrastructure and equipment costs, staff costs and outsourcing costs as the Company continued to ramp up project delivery.

Gross Profit

Gross profit increased by 10.2% to RMB100.7 million (US$15.4 million) in the fourth quarter of 2020 from RMB91.4 million in the fourth quarter of 2019.

Operating Expenses

In the fourth quarter of 2020, operating expenses were RMB180.4 million (US$27.6 million), representing a 30.0% increase from RMB138.8 million in the fourth quarter of 2019.

  • Research and development expenses increased by 5.8% to RMB52.5 million (US$8.1 million) in the fourth quarter of 2020, compared with RMB49.7 million in the fourth quarter of 2019, primarily due to an increase in technology service expenses paid to the third-party outsourcing service providers for the development of certain non-core features and functions in cloud-based UC&C solutions, partially offset by a decrease in the R&D staff expense as a result of a reduction in social insurance contributions according to government relief policies during the COVID-19 outbreak.
  • Selling and marketing expenses increased by 29.4% to RMB60.7 million (US$9.3 million) in the fourth quarter of 2020 from RMB47.0 million in the fourth quarter of 2019, primarily due to increases in staff expenses and spending on online advertising campaigns and marketing activities as the Company continued to scale its business and reach a wider customer base.
  • General and administrative expenses increased by 59.2% to RMB67.1 million (US$10.3 million) in the fourth quarter of 2020 from RMB42.1 million in the fourth quarter of 2019, primarily due to (1) an increase in share-based compensation expenses relating to certain restricted shares of the Company’s founders under the share restriction agreements and waiver of subscription receivable due from Mr. Changxun Sun, (2) an increase in the provision for doubtful accounts resulting from increased accounts receivables, and (3) an increase in professional services fees relating to the preparation for the Company’s IPO.

Net Loss

Net loss for the fourth quarter of 2020 was RMB305.4 million (US$46.8 million), compared with RMB53.9 million in the fourth quarter of 2019 with the increase primarily driven by increases in non-cash items of RMB240.1 million (US$36.8 million), including change in fair value of warrant liabilities of RMB224.8 million (US$34.4 million) and share-based compensation of RMB15.4 million (US$2.4 million).

Basic and Diluted Net Loss Per Share 

Basic and diluted net loss per share was RMB37.65(US$5.77) in the fourth quarter of 2020, compared with RMB1.14 in the fourth quarter of 2019.


Financial Results for Fiscal


Year of 2020

Revenues

In 2020, revenues increased by 18.1% to RMB767.7 million (US$117.7 million) from RMB650.3 million in 2019.

  • Revenues from CPaaS solutions increased by 15.9% to RMB400.1 million (US$61.3 million) from RMB345.3 million in 2019, primarily due to the growth of text messaging services as a result of the increased demand from certain large enterprises, and an increase in revenues generated from IoT services.
  • Revenues from cloud-based CC solutions increased by 41.2% to RMB245.1 million (US$37.6 million) from RMB173.6 million in 2019, primarily due to an increase in the number of customers as a result of business expansion, partially offset by a decreased usage of certain enterprise customers as they were affected by the COVID-19 outbreak.
  • Revenues from cloud-based UC&C solutions decreased by 3.9% to RMB118.3 million (US$18.1 million) from RMB123.2 million in 2019, primarily due to delayed project delivery mostly resulting from the COVID-19 outbreak, which the Company expects to be alleviated in 2021 given the improved situations and lifted restrictions in China.

Cost of Revenues

Cost of revenues increased by 20.3% to RMB460.7 million (US$70.6 million) in 2020 from RMB382.9 million in 2019, which was primarily due to (1) an increase in costs of revenues from CPaaS solutions driven by increased costs of telecommunications resources as the Company continued to scale it customer base, and (2) an increase in cost of revenues from cloud-based CC solutions, primarily as a result of increased business scale as well as increases in infrastructure and equipment costs, staff costs and outsourcing costs as the Company continued to ramp up project delivery.

Gross Profit

Gross profit increased by 14.8% to RMB307.0 million (US$47.0 million) from RMB267.4 million in 2019. Gross profit margin remained relatively stable at 41.1% and 40.0% in 2019 and 2020, respectively.

Operating Expenses

In 2020, operating expenses were RMB590.3 million (US$90.5 million), representing a 33.2% increase from RMB443.3 million in 2019.

  • Research and development expenses increased by 6.9% to RMB173.0 million (US$26.5 million) from RMB161.9 million in 2019, primarily due to an increase in technology service expenses paid to the third-party outsourcing service providers for the development of certain non-core features and functions in cloud-based UC&C solutions, partially offset by a decrease in the R&D staff expense as a result of a reduction in social insurance contributions according to government relief policies during the COVID-19 outbreak.
  • Selling and marketing expenses increased by 22.1% to RMB211.4 million (US$32.4 million) in 2020 from RMB173.1 million in 2019, primarily due to increases in spending on advertising campaigns and marketing activities and staff expense as the Company continued to scale its business and reach a wider customer base.
  • General and administrative expenses increased by 90.1% to RMB205.9 million (US$31.6 million) from RMB108.3 million in 2019, primarily due to (1) a significant increase in share-based compensation expenses of RMB92.5 million (US$14.2 million) relating to restricted shares beneficially owned by the Company’s founders under the share restriction agreements and shares issued to certain management in connection with the acquisitions of non-controlling interests and waiver of subscription receivable due from Mr. Changxun Sun, (2) a significant increase in provision for doubtful accounts resulting from an increase in accounts receivables; and (3) professional services fees relating to the preparation for the Company’s IPO, partially offset by a decrease in staff expense as a result of a reduction in social insurance contributions according to government relief policies during the COVID-19 outbreak.

Net Loss

Net loss for 2020 was RMB509.1 million (US$78.0 million), compared with RMB183.5 million in 2019, an increase of 177.5% year over year due to the forgoing as well as a RMB324.5 million (US$49.7 million) increase in non-cash items mainly due to a RMB227.5 million (US$34.9 million) increase in the change in fair value of warrant liabilities, a RMB 89.6 million (US$13.7 million) increase in share-based compensation.

Basic and Diluted Net Loss Per
Share

Basic and diluted net loss per share was RMB45.23(US$ 6.93) in 2020, compared with RMB3.62 in 2019. The significant increase was mainly due to increase of net loss as mentioned above.

Recent Development

On March 10, 2021, the Company entered into a definitive agreement to acquire all the equity interests of EliteCRM, a leading customer relationship management software provider. The transaction was closed on March 22, 2021.


Outlook

For the first quarter of 2021, Cloopen currently expects revenues to be between RMB192.0 million (US$29.4 million) to RMB197.0 million (US$30.2 million), representing an increase of 45.0% to 48.8% year-over-year.  

The above outlook is based on the current market conditions and reflects the Company’s current and preliminary estimates of market and operating conditions and customer demand, which are all subject to substantial change and uncertainty.


Exchange Rate

The Company’s business is primarily conducted in China and all revenues are denominated in Renminbi (“RMB”). This announcement contains currency conversions of RMB amounts into U.S. dollars (“US$”) solely for the convenience of the reader. Unless otherwise noted, all translations from RMB to US$ are made at a rate of RMB6.5250 to US$1.00, the effective noon buying rate for December 31, 2020 as set forth in the H.10 statistical release of the Federal Reserve Board. No representation is made that the RMB amounts could have been, or could be, converted, realized or settled into US$ at that rate on December 31, 2020, or at any other rate.


Conference Call and Webcast

Cloopen’s management team will host a conference call at 8:00 AM U.S. Eastern Time, (8:00 PM Beijing/Hong Kong time) on March 26, 2021, following the quarterly results announcement.

The dial-in details for the live conference call are:

International:

1-412-317-6061

US toll free:

1-888-317-6003

Mainland China toll free:

400-120-6115

Hong Kong toll free:

800-963-976

Access Code:

0122846

Please dial in 10 minutes before the call is scheduled to begin. When prompted, ask to be connected to the call for “Cloopen Group Holding Limited.” Participants will be required to state their name and company upon entering the call.

A live webcast and archive of the conference call will be available on the Investor Relations section of Cloopen’s website at http://ir.yuntongxun.com.

A replay of the conference call will be available one hour after the end of the conference call until April 2, 2021.

The dial-in details for the telephone replay are:

International: 

1-412-317-0088

US toll free:

1-877-344-7529

Canada toll free:

855-669-9658

Replay access code:

10153321


Non-GAAP Financial Measure

The Company uses adjusted EBITDA as a non-GAAP financial measure in evaluating its operating results and for financial and operational decision-making purposes.

The Company defines adjusted EBITDA as net loss excluding depreciation and amortization, interest expenses/(income), net, income tax expense/(benefit), share-based compensation, investment income, gain from disposal of subsidiaries, net, share of losses (profits) of equity method investments, change in fair value of warrant liabilities, change in fair value of long-term investments, and foreign currency exchange (gains)/losses, net. The Company believes that adjusted EBITDA provides useful information to investors and others in understanding and evaluating its operating results.

The non-GAAP financial measure adjusts for the impact of items that the Company does not consider indicative of the operational performance of its business and should not be considered in isolation or construed as an alternative to net loss or any other measure of performance or as an indicator of our operating performance. Investors are encouraged to compare the historical non-GAAP financial measure with the most directly comparable GAAP measures. Adjusted EBITDA presented here may not be comparable to similarly titled measures presented by other companies. Other companies may calculate similarly titled measures differently, limiting their usefulness as comparative measures to our data.

A reconciliation of the historical non-GAAP financial measure to its most directly comparable GAAP measure has been provided at the end of this press release. Investors are encouraged to review the reconciliation of the historical non-GAAP financial measure to its most directly comparable GAAP financial measure. In light of the foregoing limitations, you should not consider adjusted EBITDA as a substitute for, or superior to, its most directly comparable financial measures prepared in accordance with GAAP. The Company encourages investors and others to review the financial information in its entirety and not rely on a single financial measure.


About Cloopen Group Holding Limited

Cloopen Group Holding Limited is a leading multi-capability cloud-based communications solution provider in China offering a full suite of cloud-based communications solutions, covering communications platform as a service (CPaaS), cloud-based contact centers (cloud-based CC), and cloud-based unified communications and collaborations (cloud-based UC&C). The Company’s mission is to enhance the daily communication experience and operational productivity for enterprises. The Company aspires to drive the transformation of enterprise communications industry by offering innovative marketing and operational tactics and SaaS-based tools.

For more information, please visit https://ir.yuntongxun.com.  


Safe Harbor Statement

This press release contains forward-looking statements made under the “safe harbor” provisions of Section 21E of the Securities Exchange Act of 1934, as amended, and the U.S. Private Securities Litigation Reform Act of 1995. These forward-looking statements can be identified by terminology such as “will,” “expects,” “anticipates,” “future,” “intends,” “plans,” “believes,” “estimates,” “confident” and similar statements. Cloopen may also make written or oral forward-looking statements in its reports filed with or furnished to the U.S. Securities and Exchange Commission, in its annual report to shareholders, in press releases and other written materials and in oral statements made by its officers, directors or employees to third parties. Any statements that are not historical facts, including statements about Cloopen’s beliefs and expectations as well as its financial outlook, are forward-looking statements. These forward-looking statements are based on the Company’s current expectations and involve factors, risks and uncertainties that could cause actual results to differ materially from those in the forward-looking statements. Such factors, risks and uncertainties include, but not limited to the following: Cloopen’s goals and strategies; its expectations regarding demand for and market acceptance of its brand and services; its ability to attract new customers or retain existing ones; its ability to continue developing solutions and the markets its solutions target; its ability to maintain collaborations with mobile network operators; its ability to enhance or upgrade its existing solutions and introduce new ones in a timely and cost-effective manner; its ability to maintain the compatibility of its solutions across devices, business systems and applications and physical infrastructure; relevant government policies and regulations relating to Cloopen’s corporate structure, business and industry; and general economic and business condition in China. Further information regarding these and other risks, uncertainties or factors is included in the Cloopen’s filings with the U.S. Securities and Exchange Commission. All information provided in this press release is current as of the date of the press release, and Cloopen does not undertake any obligation to update such information, except as required under applicable law. All forward-looking statements are qualified in their entirety by this cautionary statement, and you are cautioned not to place undue reliance on these forward-looking statements.

For investor and media
inquiries
, please contact:

In China:

Cloopen Group Holding Limited

Investor Relations

E-mail: [email protected]

The Piacente Group, Inc.

Yang Song

Tel: +86-10-6508-0677

E-mail: [email protected]

 

In the United States:

The Piacente Group, Inc. 

Brandi Piacente

Tel: +1-212-481-2050

E-mail: [email protected]  

 

 


CLOOPEN GROUP HOLDING LIMITED


UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS


December 31
,


December 31
,


December 31
,


2019


2020


2020


RMB


RMB


USD


(in thousands)


ASSETS



Current assets:

Cash

164,118

296,565

45,451

Restricted cash

195

1,893

290

Term deposits

69,762

160,349

24,575

Short-term investments

2,501

—

—

Accounts receivables, net

206,629

228,894

35,078

Accounts receivables-related parties, net

12,502

9,447

1,448

Contract assets

25,250

36,307

5,564

Amounts due from related parties

6,446

6,275

962

Prepayments and other current assets

113,776

139,257

21,342


Total current assets


601,179


878,987


134,710

Long-term investments

40,077

66,162

10,140

Property and equipment, net

17,904

16,416

2,516

Intangible assets, net

3,443

2,023

310

Deferred income tax assets

180

1,049

161

Other non-current assets

4,649

3,825

586


Total non-current assets


66,253


89,475


13,713


Total assets


667,432


968,462


148,423


LIABILITIES, MEZZANINE EQUITY AND SHAREHOLDERS’
   DEFICIT



Current liabilities:

Short-term borrowings, including current portion of long-term
    borrowings

26,838

20,000

3,065

Amounts due to a related party

3,180

2,813

431

Accounts payable

148,828

131,599

20,168

Contract liabilities

111,953

95,993

14,712

Payables to an affiliate of a Series C Redeemable Convertible Preferred
    Shareholder

—

230,087

35,262

Accrued expenses and other current liabilities

68,769

93,967

14,401

Warrant liabilities

—

202,272

31,000


Total current liabilities


359,568


776,731


119,039

Non-current warrant liabilities

19,631

19,470

2,984

Long-term borrowing, excluding current portion

96,190

—

—


Total non-current liabilities


115,821


19,470


2,984


Total liabilities


475,389


796,201


122,023

Commitments and contingencies



Mezzanine equity:

Series A Redeemable Convertible Preferred Shares

183,371

648,328

99,360

Series B Redeemable Convertible Preferred Shares

212,123

686,082

105,147

Series C Redeemable Convertible Preferred Shares

613,767

1,349,311

206,791

Series D Redeemable Convertible Preferred Shares

205,776

444,789

68,167

Series E Redeemable Convertible Preferred Shares

229,104

614,075

94,111

Series F Redeemable Convertible Preferred Shares

—

1,133,364

173,695


Total mezzanine equity


1,444,141


4,875,949


747,271



Shareholders’ deficit:

Pre-offering Class A Ordinary Shares

24

29

4

Pre-offering Class B Ordinary Shares

33

33

5

Subscription receivable

(23,220)

—

—

Accumulated other comprehensive income (loss)

(72,548)

217,843

33,386

Accumulated deficit

(1,140,573)

(4,923,938)

(754,626)


Total shareholders’ deficit attributable to Cloopen Group
    Holding Limited


(1,236,284)


(4,706,033)


(721,231)

Non-controlling interests

(15,814)

2,345

360


Total shareholders’ deficit


(1,252,098)


(4,703,688)


(720,871)


Total liabilities, mezzanine equity and shareholders’ deficit


667,432


968,462


148,423

 

 


CLOOPEN GROUP HOLDING LIMITED


UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS


Three-month Period Ended


December 31,


December 31,


December 31,


2019


2020


2020


RMB


RMB


USD


(in thousands, except for per share data)

Revenues

223,996

258,691

39,646

Cost of revenues

(132,629)

(158,030)

(24,219)


Gross profit


91,367


100,661


15,427



Operating expenses:

Research and development expenses

(49,675)

(52,542)

(8,052)

Sales and marketing expenses

(46,963)

(60,747)

(9,310)

General and administrative expenses

(42,118)

(67,072)

(10,279)


Total operating expenses


(138,756)


(180,361)


(27,641)


Operating loss


(47,389)


(79,700)


(12,214)



Other income (expense):

Interest expenses

(5,376)

(4,904)

(752)

Interest income

675

103

16

Investment income

12

—

—

Share of profits (losses) of equity method investments

15

(235)

(36)

Change in fair value of warrant liabilities

378

(224,383)

(34,388)

Change in fair value of long-term investments

—

600

92

Foreign currency exchange gains /(losses), net

(1,997)

2,234

342


Loss before income taxes


(53,682)


(306,285)


(46,940)

Income tax (expense)/benefit

(194)

868

133


Net loss


(53,876)


(305,417)


(46,807)

Accretion and modifications of Redeemable Convertible Preferred
Shares

(41,828)

(3,111,789)

(476,903)


Net loss attributable to ordinary shareholders


(95,704)


(3,417,206)


(523,710)


Net loss attributable to non-controlling interests


(2,517)


(219)


(34)


Net loss attributable to Cloopen Group Holding Limited


(93,187)


(3,416,987)


(523,676)


Net loss


(53,876)


(305,417)


(46,807)



Other comprehensive income:

Foreign currency translation adjustment, net of nil income taxes

19,878

240,505

36,859

Unrealized holding gain on available-for-sale securities, net of nil
income taxes

13

4,400

674

Less: reclassification adjustment for gain on available-for-sale securities
realized in net income, net of nil income taxes

(12)

—

—


Total other comprehensive income


19,879


244,905


37,533


Comprehensive loss


(75,825)


(3,172,301)


(486,177)


Comprehensive loss attributable to non-controlling interests


(2,512)


(331)


(51)


Comprehensive loss attributable to Cloopen Group Holding
Limited


(73,313)


(3,171,970)


(486,126)


Net loss per ordinary share

— Basic and diluted

(1.14)

(37.65)

(5.77)

 

 


CLOOPEN GROUP HOLDING LIMITED


UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS


Year Ended
December 31
,


2019


2020


2020


RMB


RMB


USD


(in thousands
, except for per share data
)

Revenues

650,282

767,688

117,653

Cost of revenues

(382,868)

(460,704)

(70,606)


Gross profit


267,414


306,984


47,047



Operating expenses:

Research and development expenses

(161,852)

(173,015)

(26,516)

Sales and marketing expenses

(173,083)

(211,366)

(32,393)

General and administrative expenses

(108,315)

(205,896)

(31,555)


Total operating expenses


(443,250)


(590,277)


(90,464)


Operating loss


(175,836)


(283,293)


(43,417)



Other income (expense):

Interest expenses

(6,750)

(14,301)

(2,192)

Interest income

990

1,167

179

Investment income

114

12

2

Gain from disposal of subsidiaries, net

21

14,562

2,232

Share of losses of equity method investments

(15)

(2,446)

(375)

Change in fair value of warrant liabilities

138

(227,347)

(34,842)

Change in fair value of long-term investments

900

2,154

330

Foreign currency exchange gains (losses), net

(2,403)

1,982

304


Loss before income taxes


(182,841)


(507,510)


(77,779)

Income tax expense

(653)

(1,624)

(249)


Net loss


(183,494)


(509,134)


(78,028)

Accretion and modifications of Redeemable Convertible Preferred
Shares

(141,032)

(3,327,580)

(509,974)

Deemed dividend to Series E Redeemable Convertible Preferred
Shareholders

–

(12,070)

(1,850)


Net loss attributable to ordinary shareholders


(324,526)


(3,848,784)


(589,852)


Net loss attributable to non-controlling interests


(8,693)


(7,658)


(1,174)


Net loss attributable to Cloopen Group Holding Limited


(315,833)


(3,841,126)


(588,678)


Net loss


(183,494)


(509,134)


(78,028)



Other comprehensive income (loss):

Foreign currency translation adjustment, net of nil income taxes

(15,306)

280,933

43,055

Unrealized holding gain on available-for-sale securities, net of nil
income taxes

121

9,311

1,427

Less: reclassification adjustment for gain on available-for-sale securities
realized in net income, net of nil income taxes

(114)

(12)

(2)


Total other comprehensive income (loss)


(15,299)


290,232


44,480


Comprehensive loss


(339,825)


(3,558,552)


(545,372)


Comprehensive loss attributable to non-controlling interests


(8,670)


(7,818)


(1,198)


Comprehensive loss attributable to Cloopen Group Holding
Limited


(331,155)


(3,550,734)


(544,174)


Net loss per ordinary share

— Basic and diluted

(3.62)

(45.23)

(6.93)

 

 


CLOOPEN GROUP HOLDING LIMITED


RECONCILATION OF GAAP TO NON-GAAP MEASURES


Three-month Period Ended,


December 31,


December 31,


December 31,


2019


2020


2020


RMB


RMB


USD


(in thousands)


Net loss


(53,876)


(305,417)


(46,807)



Add:

Depreciation and amortization

2,144

2,108

323

Interest expenses, net

4,701

4,801

736

Income tax expense/(benefit)

194

(868)

(133)


EBITDA


(46,837)


(299,376)


(45,881)



Add:

Share-based compensation

16,253

31,621

4,846

Investment income

(12)

–

–

Share of losses (profits) of equity method investments

(15)

235

36

Change in fair value of warrant liabilities

(378)

224,383

34,388

Change in fair value of long-term investments

–

(600)

(92)

Foreign currency exchange (gains)/losses, net

1,997

(2,234)

(342)


Adjusted EBITDA


(28,992)


(45,971)


(7,045)

 


Year Ended
December 31
,


2019


2020


2020


RMB


RMB


USD


(in thousands)


Net loss


(183,494)


(509,134)


(78,028)



Add:

Depreciation and amortization

8,292

8,598

1,318

Interest expenses, net

5,760

13,134

2,013

Income tax expense

653

1,624

249


EBITDA


(168,789)


(485,778)


(74,448)



Add:

Share-based compensation

27,455

117,066

17,941

Investment income

(114)

(12)

(2)

Gain from disposal of subsidiaries, net

(21)

(14,562)

(2,232)

Share of losses of equity method investments

15

2,446

375

Change in fair value of warrant liabilities

(138)

227,347

34,842

Change in fair value of long-term investments

(900)

(2,154)

(330)

Foreign currency exchange (gains)/losses, net

2,403

(1,982)

(304)


Adjusted EBITDA


(140,089)


(157,629)


(24,158)

 

 

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SOURCE Cloopen Group Holding Limited

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Futu Holdings Limited Announces Filing of Its Annual Report on Form 20-F for Fiscal Year 2020

HONG KONG, March 26, 2021 (GLOBE NEWSWIRE) — Futu Holdings Limited (“Futu” or the “Company”) (Nasdaq: FUTU), a leading tech-driven online brokerage and wealth management platform in China, today announced it filed its annual report on Form 20-F for the fiscal year ended December 31, 2020 with the Securities and Exchange Commission. The annual report can be accessed on the Company’s investor relations website at ir.futuholdings.com. 

The Company will provide a copy of its annual report containing the audited consolidated financial statements, free of charge, to its shareholders and ADS holders upon request. Requests should be directed to Investor Relations Department, Futu Holdings Limited, 25th Floor, Building D1, Kexing Science Park, No.15 Keyuan Road, Nanshan District, Shenzhen 518000, People’s Republic of China.

About Futu Holdings Limited

Futu Holdings Limited (Nasdaq: FUTU) is an advanced technology company transforming the investing experience by offering a fully digitized brokerage and wealth management platform. The Company primarily serves the emerging affluent Chinese population, pursuing a massive opportunity to facilitate a once-in-a-generation shift in the wealth management industry and build a digital gateway into broader financial services. The Company provides investing services through its proprietary digital platform, Futubull, a highly integrated application accessible through any mobile device, tablet or desktop. The Company’s primary fee-generating services include trade execution and margin financing which allow its clients to trade securities, such as stocks, warrants, options, futures and exchange-traded funds, or ETFs, across different markets. Futu enhances the user and client experience with market data and news, research, as well as powerful analytical tools, providing them with a data rich foundation to simplify the investing decision-making process. Futu has also embedded social media tools to create a network centered around its users and provide connectivity to users, investors, companies, analysts, media and key opinion leaders.

Investor Contact

Investor Relations
Futu Holdings Limited
[email protected] 



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Trimble Named GNSS Positioning Technology Supplier for VSI Labs Autonomous Vehicle Research Program

On the Road Providing Reliable In-Lane Positioning for the Year-Long Research Program

PR Newswire

SUNNYVALE, Calif., March 26, 2021 /PRNewswire/ — Trimble (NASDAQ: TRMB) announced today an alliance with autonomous vehicle research firm VSI Labs. Trimble will serve as the GNSS precise-positioning and orientation technology supplier for VSI’s autonomous research vehicle program. The alliance officially kicks off at Destination ACM, a long-distance driving event that leverages VSI’s research vehicle and continues with additional events throughout 2021.

The collaboration provides the opportunity to showcase Trimble RTX® technology as the trusted precise-positioning correction source for car manufacturers and their suppliers. Coupled with Trimble’s inertial positioning, Trimble RTX plays a pivotal role in a vehicle’s ability to maintain accurate and reliable lane-discipline during autonomous driving.

Destination ACM launched from VSI’s Minneapolis headquarters en route to the American Center for Mobility’s (ACM) test center in southeast Michigan where a day of testing and demonstration will take place today. Automotive industry professionals and other invited guests will have the opportunity to experience the vehicle’s capabilities and performance first hand. A live vehicle feed will also broadcast via VSI’s telemetry visualizer during the ACM test center demonstrations:  https://automated-drive.vsi-labs.com.

“The integration of Trimble’s precise RTX positioning is a key element of VSI’s technology stack for Advanced Driver Assistance Systems (ADAS) and Autonomous Vehicle (AV) applications,” said Stephen Ruff, general manager of Trimble’s On-Road Autonomy Division. “VSI Labs is a leading researcher of best-in-class technologies critical to autonomous vehicle development.”

Ideal for on-road driving applications, Trimble RTX corrections operate on a single, global network. Drivers are not subject to the coverage outages that can exist when relying on local positioning systems—requiring line-of-sight to a positioning source or radio/cellular/internet connections. When occasional obstructions are present, such as a bridge, tunnel or deep urban or rural canyon, Trimble augments its precise GNSS positioning with inertial technology to maintain continuous positioning and orientation while on the road. Trimble’s innovative GNSS positioning is being used on the road today by a number of automotive OEMs and Tier 1 suppliers to improve the functional safety and performance of ADAS for passenger vehicles. Consumers have logged more than 7 million miles using Trimble RTX for lane-level positioning to date.  

“VSI Labs is thrilled to have Trimble’s RTX technology on board,” said Phil Magney, founder & president of VSI. “Trimble’s positioning capabilities allow us to really expand our applied research on the safety and performance of autonomous and ADAS driving solutions.”

Trimble GNSS positioning technology will be used in the VSI research vehicle during each of the quarterly Destination ACM events, the Drive World Conference in Silicon Valley in August, the VSI 2021 “Drive South” as well as other events during 2021.

About VSI Labs

Established in 2014 by Phil Magney, VSI Labs is one of the industry’s top advisors on AV technologies, supporting major automotive companies and suppliers worldwide. VSI’s research and lab activities have fostered a comprehensive breakdown of the AV ecosystem through hands-on development of its own automated vehicle platform. VSI also conducts functional validation of critical enablers including sensors, domain controllers, and AV software development kits. Learn more about VSI Labs at:  vsi-labs.com.

About Trimble

Trimble is transforming the way the world works by delivering products and services that connect the physical and digital worlds. Core technologies in positioning, modeling, connectivity and data analytics enable customers to improve productivity, quality, safety and sustainability. From purpose-built products to enterprise lifecycle solutions, Trimble software, hardware and services are transforming industries such as agriculture, automotive, construction, geospatial and transportation. For more information about Trimble (NASDAQ: TRMB), visit:  www.trimble.com.

GTRMB

 

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SOURCE Trimble

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Newly Opened UK Subsidiary of MDJM Signs Contract with Subsidiary of Berkeley Group Holdings plc

PR Newswire

TIANJIN, China, March 26, 2021 /PRNewswire/ — MDJM LTD (Nasdaq: MDJH) (the “Company” or “MDJH”), an integrated real estate services company in China, announced today that its newly opened subsidiary in the United Kingdom, MD Local Global Limited (the “Subsidiary”), signed an introducer agreement (the “Agreement”) with Berkeley Residential (Singapore) Pte Ltd (“Berkeley”), a residential properties developer in Singapore and a subsidiary of Berkeley Group Holdings plc. Pursuant to the Agreement, the Subsidiary will introduce prospective purchasers to Berkeley, its subsidiaries or associated companies for certain introductory fees.

“The establishment of the Subsidiary marks a milestone in our growth and expansion into the United Kingdom as well as overseas markets. Working with Berkeley provides an optimal opportunity for the Company to introduce our services to new audience. We believe the Agreement opens door for both Berkeley and our customers to capture the growth of more diversified markets,” said Mr. Siping Xu, Chairman and Chief Executive Officer of MDJH.

About MDJM LTD

With branch offices in Tianjin, Chengdu, Suzhou, and Yangzhou, China, MDJH provides primary real estate agency services to real estate developer clients, as well as as-needed real estate consulting and independent training services. The Company also provides tourism development services, including real estate marketing and planning services, real estate agency services, and advertisement planning services. For more information regarding the Company, please visit: http://ir.mdjhchina.com.

About Berkeley Group Holdings plc

The Berkeley Group Holdings plc, together with its subsidiaries, engages in the residential-led and mixed-use property development activities in the United Kingdom. It operates under the Berkeley, St Edward, St George, St James, St Joseph, St William, Berkeley First, Berkeley Commercial, Berkeley Partnership, and Berkeley Modular brand names. The company was founded in 1976 and is headquartered in Cobham, the United Kingdom. More information can be found at: https://www.berkeleygroup.co.uk/

Forward-Looking Statements

This announcement contains forward-looking statements. All statements other than statements of historical fact in this announcement are forward-looking statements. These forward-looking statements involve known and unknown risks and uncertainties and are based on current expectations and projections about future events and financial trends that the Company believes may affect its financial condition, results of operations, business strategy and financial needs. In addition, there is uncertainty about the further spread of the COVID-19 virus or the occurrence of another wave of cases and the impact it may have on the Company’s operations. Investors can identify these forward-looking statements by words or phrases such as “may,” “will,” “expect,” “anticipate,” “aim,” “estimate,” “intend,” “plan,” “believe,” “potential,” “continue,” “is/are likely to” or other similar expressions. The Company undertakes no obligation to update forward-looking statements to reflect subsequent occurring events or circumstances, or changes in its expectations, except as may be required by law. Although the Company believes that the expectations expressed in these forward-looking statements are reasonable, it cannot assure you that such expectations will turn out to be correct, and the Company cautions investors that actual results may differ materially from the anticipated results and encourages investors to review other factors that may affect its future results in the Company’s annual report on Form 20-F and in its other filings with the Securities and Exchange Commission.

Investor Contact:

Sherry Zheng

Weitian Group LLC
Email: [email protected]  
Phone: +1 718-213-7386

 

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SOURCE MDJM LTD

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AeroFarms, the World Leader in Indoor Vertical Farming, to Become Publicly Traded Company through Combination with Spring Valley Acquisition Corp.

AeroFarms, the World Leader in Indoor Vertical Farming, to Become Publicly Traded Company through Combination with Spring Valley Acquisition Corp.

  • AeroFarms® is revolutionizing agriculture, leveraging its proprietary technology platform to grow great-tasting produce at commercial scale and innovate the market for vertical farming.
  • Founded in 2004, AeroFarms is a certified B Corporation and public benefit corporation on a mission to grow the best plants possible for the betterment of humanity.
  • $1.9 trillion total addressable market today, with opportunities to enter new product categories with established, industry-leading strategic partnerships.
  • AeroFarms data science driven and fully-controlled technology platform enables the company to better understand plants, optimize farms, improve quality and reduce costs.
  • AeroFarms’ Dream Greens® brand wins on quality, flavor, taste and texturewith products sold throughout the Northeast U.S. at major retailers, including Whole Foods Market, ShopRite, Amazon Fresh and FreshDirect.
  • Business combination is expected to fully fund the equity needs of AeroFarms’ growth strategy, including expanding retail distribution and market penetration, constructing additional farms, introducing future generations of proprietary farming technology and entering new product categories.
  • All AeroFarms’ stockholders will roll 100% of their equity holdings into the new public company.
  • Transaction is expected to provide up to $357 million in gross proceeds to AeroFarms – comprised of Spring Valley’s $232 million of cash held in trust, assuming no redemptions, and a $125 million fully committed PIPE at $10.00 per share, including investments from leading institutional investors, AeroFarms insiders, and Pearl Energy Investments, the sponsor of Spring Valley.
  • Following the expected second quarter 2021 transaction close, the combined company is expected to have an estimated pro forma equity value of approximately $1.2 billion and will remain listed on Nasdaq under the new ticker symbol “ARFM.”

NEWARK, N.J.–(BUSINESS WIRE)–
AeroFarms, a certified B Corporation and leader in vertical farming, announced today it has entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Spring Valley Acquisition Corp. (Nasdaq: SV) (“Spring Valley”), a special purpose acquisition company. Upon closing of the transaction, AeroFarms will become publicly traded on Nasdaq under the new ticker symbol “ARFM”. The combined company will be led by David Rosenberg, Co-founder and Chief Executive Officer of AeroFarms.

This press release features multimedia. View the full release here: https://www.businesswire.com/news/home/20210326005074/en/

Founded in 2004, AeroFarms is widely recognized as the world leader in vertical farming. As a certified B Corporation and public benefit corporation since 2017, AeroFarms is on a mission to grow the best plants possible for the betterment of humanity. Through its innovative growing platform, AeroFarms helps solve issues brought on by macro challenges such as population growth, water scarcity, arable land loss, health consciousness, and supply chain risks like the COVID-19 pandemic. AeroFarms has developed patented and award-winning technology in areas such as plant biology, mechanical design, environmental control, data science, operations, and plant genetics. Through the integration of these disciplines, AeroFarms achieves up to 390 times greater productivity per square foot annually versus traditional field farming while using up to 95% less water and zero pesticides. With over 250 invention disclosures and a vast library of data collected over 15 years of operations, AeroFarms is continually improving its systems to understand plants at unprecedented levels and solve agriculture-related supply chain issues. Today, AeroFarms sells great-tasting leafy greens products under its Dream Greens brand, which is consistently celebrated by top chefs and tastemakers.

AeroFarms’ Investment Highlights

  • AeroFarms is revolutionizing agriculture and has been innovating vertical farming for 15 years.
  • $1.9 trillion total addressable market opportunity within its core leafy greens market and other adjacencies.
  • Proprietary technology and industry leadership with proven innovation and design evolution through five generations of farm models supported by an experienced team and a robust portfolio of over 250 invention disclosures.
  • Data science driven and fully-controlled technology platform enables AeroFarms to better understand plants and optimize farms, while improving quality and reducing costs.
  • Commercially selling leafy greens with a brand that is already winning at retail, providing customers with a premium product with superior quality, flavor, taste and texture.
  • Grown over550 varieties of produce to date and working with key strategic partners to use its growing platform to address broader problems in agriculture.
  • Strong projected financial performance driven by demonstrated farm key performance indicators (KPIs) and an accelerated farm rollout schedule.

Management Commentary

Chris Sorrells, CEO of Spring Valley, said, “Our goal was to partner with an industry-leading, best-in-class, sustainability-focused company and we are ecstatic to combine forces with AeroFarms, the market leader in vertical farming, to accomplish this vision. AeroFarms has a technological edge on the industry, developing a world-class innovation team that has fueled a robust and growing intellectual property portfolio of patents and trade secrets. Moreover, their team has been selling commercial product with major retailers, building a trusted brand that is performing well, and developing influential partnerships that will enhance their ability to scale this business quickly. The future is very bright for AeroFarms and we are excited to share this highly compelling ESG investment opportunity by bringing the market leader in the vertical farming industry public.”

David Rosenberg, Co-Founder and CEO of AeroFarms, added, “At AeroFarms, our mission is to grow the best plants possible for the betterment of humanity, and we are executing on this by taking agriculture to new heights with the latest in technology, innovation and understanding of plant science. Our technology empowers our operations – this is how we get closer to where the problems, opportunities and solutions are. We also have the capabilities to innovate fast by turning our crops a typical 26 times per year that allows us to continuously learn and improve yield and quality while simultaneously reducing capital and operating costs. Our business is at an inflection point where we will scale up our proven operational framework and begin our expansion plans in earnest. With the support of Spring Valley, we not only have the capital in place to execute our plan, but also a sponsor who shares the same ESG philosophies to make a positive impact on the world, while serving the interests of our shareholders.”

Transaction Overview

Under the terms of the Merger Agreement, the transaction is valued at a fully diluted pro forma equity value of approximately $1.2 billion assuming no redemptions by Spring Valley shareholders. The PIPE offering was anchored by leading institutional investors, AeroFarms insiders and Pearl Energy Investments, the sponsor of Spring Valley. The transaction will provide approximately $317 million of unrestricted cash at close to fund future farm development and general corporate purposes.

The transaction has been unanimously approved by the Board of Directors of Spring Valley, as well as the Board of Directors of AeroFarms, and is subject to satisfaction of closing conditions, including the approval of the shareholders of Spring Valley.

Upon completion of the proposed transaction, AeroFarms expects to nominate two of Spring Valley’s existing directors, Debora Frodl and Patrick Wood, III, to its Board of Directors. The remaining directors and officers of Spring Valley are expected to resign and be replaced with AeroFarms nominees, which will be named at a future date.

Additional information about the proposed transaction, including a copy of the Merger Agreement and investor presentation, will be provided in a Current Report on Form 8-K to be filed by Spring Valley with the Securities and Exchange Commission (“SEC”) and is available on the AeroFarms investor relations page at https://aerofarms.com/investors and at www.sec.gov.

Advisors

J.P. Morgan Securities LLC is acting as exclusive financial advisor to AeroFarms. Cowen is acting as a financial advisor to Spring Valley. Cowen and Wells Fargo Securities are acting as capital markets advisors to Spring Valley. J.P. Morgan Securities LLC, Cowen and Wells Fargo Securities acted as placement agents to Spring Valley in connection with the PIPE offering.

DLA Piper LLP (US) is acting as legal counsel to AeroFarms, Skadden, Arps, Slate, Meagher & Flom LLP is acting as legal counsel to the placement agents and Kirkland & Ellis LLP is acting as legal counsel to Spring Valley.

Webcast Information

Spring Valley and AeroFarms management will host a webcast to discuss the proposed transaction on March 26, 2021 at 8:00 a.m. ET. Hosting the call will be Chris Sorrells, CEO of Spring Valley; David Rosenberg, Co-Founder and CEO of AeroFarms; and Guy Blanchard, CFO of AeroFarms.

To listen to the prepared remarks via telephone, dial 1-877-407-0784 (U.S.) or 1-201-689-8560 (international) and an operator will assist you, or via webcast which can be found on AeroFarms’ investor relations website at https://aerofarms.com/investors. A telephone replay will be available through April 9, 2021 at 11:59 p.m. ET by using 1-844-512-2921 (U.S.) or 1-412-317-6671 (international) and pin number: 13718018.

About Spring Valley Acquisition Corp.

Spring Valley Acquisition Corp. is a blank check company formed for the purpose of entering into a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses or entities. While Spring Valley may pursue an initial business combination target in any business or industry, it is targeting companies focusing on sustainability, including clean energy and storage, smart grid/efficiency, environmental services and recycling, mobility, water and wastewater management, advanced materials and technology enabled services. Spring Valley’s sponsor is supported by Pearl Energy Investment Management, LLC, a Dallas, Texas based investment firm that focuses on partnering with best-in-class management teams to invest in the North American energy industry.

About AeroFarms

Since 2004, AeroFarms, through its holding company, Dream Holdings, Inc., has been leading the way for indoor vertical farming and championing transformational innovation for agriculture. On a mission to grow the best plants possible for the betterment of humanity, AeroFarms is a Certified B Corporation with global headquarters in Newark, New Jersey, United States. Named one of the World’s Most Innovative Companies by Fast Company two years in a row and one of TIME’s Best Inventions, AeroFarms’ patented, award-winning indoor vertical farming technology provides the perfect conditions for healthy plants to thrive, taking agriculture to a new level of precision, food safety and productivity while using up to 95% less water and no pesticides versus traditional field farming. AeroFarms enables local production to safely grow all year round for its commercial retail brand Dream Greens that has peak flavor always®. In addition, AeroFarms has developed multi-year strategic partnerships ranging from government to major Fortune 500 companies to help uniquely solve agriculture supply chain needs. For additional information, visit: https://aerofarms.com/.

Additional Information and Where to Find It

In connection with the business combination, Spring Valley intends to file a Registration Statement on Form S-4 (the “Form S-4”) with the SEC which will include a preliminary prospectus with respect to its securities to be issued in connection with the business combination and a preliminary proxy statement with respect to Spring Valley’s stockholder meeting at which Spring Valley’s stockholders will be asked to vote on the proposed business combination. Spring Valley and AeroFarms urge investors, stockholders and other interested persons to read, when available, the Form S-4, including the proxy statement/prospectus, any amendments thereto and any other documents filed with the SEC, because these documents will contain important information about the proposed business combination. After the Form S-4 has been filed and declared effective, Spring Valley will mail the definitive proxy statement/prospectus to stockholders of Spring Valley as of a record date to be established for voting on the business combination. Spring Valley stockholders will also be able to obtain a copy of such documents, without charge, by directing a request to: Spring Valley Acquisition Corp., 2100 McKinney Avenue Suite 1675 Dallas, TX 75201; e-mail: [email protected]. These documents, once available, can also be obtained, without charge, at the SEC’s website www.sec.gov.

Participants in the Solicitation

Spring Valley and its directors and officers may be deemed participants in the solicitation of proxies of Spring Valley’s shareholders in connection with the proposed business combination. Security holders may obtain more detailed information regarding the names, affiliations and interests of certain of Spring Valley’s executive officers and directors in the solicitation by reading Spring Valley’s final prospectus filed with the SEC on November 25, 2020, the proxy statement/prospectus and other relevant materials filed with the SEC in connection with the business combination when they become available. Information concerning the interests of Spring Valley’s participants in the solicitation, which may, in some cases, be different than those of their stockholders generally, will be set forth in the proxy statement/prospectus relating to the business combination when it becomes available.

No Offer or Solicitation

This press release does not constitute an offer to sell or a solicitation of an offer to buy, or the solicitation of any vote or approval in any jurisdiction in connection with a proposed potential business combination among Spring Valley and AeroFarms or any related transactions, nor shall there be any sale, issuance or transfer of securities in any jurisdiction where, or to any person to whom, such offer, solicitation or sale may be unlawful. Any offering of securities or solicitation of votes regarding the proposed transaction will be made only by means of a proxy statement/prospectus that complies with applicable rules and regulations promulgated under the Securities Act of 1933, as amended (the “Securities Act”), and Securities Exchange Act of 1934, as amended, or pursuant to an exemption from the Securities Act or in a transaction not subject to the registration requirements of the Securities Act.

Forward Looking Statements

Certain statements included in this press release that are not historical facts are forward-looking statements for purposes of the safe harbor provisions under the United States Private Securities Litigation Reform Act of 1995. Forward-looking statements generally are accompanied by words such as “believe,” “may,” “will,” “estimate,” “continue,” “anticipate,” “intend,” “expect,” “should,” “would,” “plan,” “predict,” “potential,” “seem,” “seek,” “future,” “outlook,” and similar expressions that predict or indicate future events or trends or that are not statements of historical matters. All statements, other than statements of present or historical fact included in this press release, regarding Spring Valley’s proposed acquisition of AeroFarms, Spring Valley’s ability to consummate the transaction, the benefits of the transaction and the combined company’s future financial performance, as well as the combined company’s strategy, future operations, estimated financial position, estimated revenues and losses, projected costs, prospects, plans and objectives of management are forward-looking statements. These statements are based on various assumptions, whether or not identified in this press release, and on the current expectations of the respective management of AeroFarms and Spring Valley and are not predictions of actual performance. These forward-looking statements are provided for illustrative purposes only and are not intended to serve as, and must not be relied on as, a guarantee, an assurance, a prediction, or a definitive statement of fact or probability. Actual events and circumstances are difficult or impossible to predict and will differ from assumptions. Many actual events and circumstances are beyond the control of AeroFarms and Spring Valley. These forward-looking statements are subject to a number of risks and uncertainties, including changes in domestic and foreign business, market, financial, political, and legal conditions; the inability of the parties to successfully or timely consummate the proposed transaction, including the risk that any regulatory approvals are not obtained, are delayed or are subject to unanticipated conditions that could adversely affect the combined company or the expected benefits of the proposed transaction or that the approval of the stockholders of Spring Valley or AeroFarms is not obtained; failure to realize the anticipated benefits of the proposed transaction; risks relating to the uncertainty of the projected financial information with respect to AeroFarms; risks related to the expansion of AeroFarms’ business and the timing of expected business milestones; the effects of competition on AeroFarms’ business; the ability of Spring Valley or AeroFarms to issue equity or equity-linked securities or obtain debt financing in connection with the proposed transaction or in the future, and those factors discussed in Spring Valley’s final prospectus dated November 25, 2020 under the heading “Risk Factors,” and other documents Spring Valley has filed, or will file, with the SEC. If any of these risks materialize or our assumptions prove incorrect, actual results could differ materially from the results implied by these forward-looking statements. There may be additional risks that neither Spring Valley nor AeroFarms presently know, or that Spring Valley nor AeroFarms currently believe are immaterial, that could also cause actual results to differ from those contained in the forward-looking statements. In addition, forward-looking statements reflect Spring Valley’s and AeroFarms’ expectations, plans, or forecasts of future events and views as of the date of this press release. Spring Valley and AeroFarms anticipate that subsequent events and developments will cause Spring Valley’s and AeroFarms’ assessments to change. However, while Spring Valley and AeroFarms may elect to update these forward-looking statements at some point in the future, Spring Valley and AeroFarms specifically disclaim any obligation to do so. These forward-looking statements should not be relied upon as representing Spring Valley’s and AeroFarms’ assessments of any date subsequent to the date of this press release. Accordingly, undue reliance should not be placed upon the forward-looking statements.

Spring Valley Acquisition Corp.

www.sv-ac.com

Robert Kaplan

[email protected]

Investor Relations:

Jeff Sonnek

ICR

[email protected]

1-646-277-1263

Media Relations:

Marc Oshima

AeroFarms

[email protected]

1-917-673-4602

KEYWORDS: United States North America New Jersey

INDUSTRY KEYWORDS: Finance Agriculture Banking Natural Resources Professional Services

MEDIA:

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Glory Star New Media Holdings Limited Announces Closing of Underwriters’ Over-Allotment Option in Connection with its Underwritten Public Offering

BEIJING, March 26, 2021 (GLOBE NEWSWIRE) — Glory Star New Media Group Holdings Limited (NASDAQ: GSMG) (“Glory Star” or the “Company”), a leading mobile and online digital media and entertainment company in China, announced that on March 25, 2021, and in connection with the Company’s February 24, 2021, underwritten public offering, the underwriters fully exercised and closed on their over-allotment option to purchase an additional 571,646 ordinary shares of the Company, together with warrants to purchase up to 571,646 ordinary shares of the Company. The additional ordinary shares and warrants were sold at the public offering price of $3.28 per ordinary share and associated warrant. After deducting underwriting discounts, the additional net proceeds of the sale of the ordinary shares and warrants from the over-allotment option were approximately $1.7 million.

Univest Securities, LLC was the sole book-running manager for the offering.

The ordinary shares and warrants were offered pursuant to an effective shelf registration statement on Form F-3 (File No. 333-248554) that was previously filed with the Securities and Exchange Commission (“SEC”) and declared effective on September 14, 2020. The securities were offered only by means of a prospectus. A final prospectus supplement and the accompanying base prospectus was filed with the SEC on February 23, 2021 and is available on the SEC’s website at www.sec.gov. and also may be obtained from Univest Securities, LLC, 375 Park Avenue, 15th Floor, New York, NY 10152 by contacting at (212) 343-8888 or by e-mail at [email protected].  The Company also filed a Form 6-K on February 23, 2021 with the SEC describing this offering.

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

About Glory Star New Media Group Holdings Limited

Glory Star New Media Group Holdings Limited is a leading mobile entertainment operator in China. Glory Star’s ability to integrate premium lifestyle content, including short videos, online variety shows, online dramas, live streaming, its Cheers lifestyle video series, e-Mall, and mobile app, along with innovative e-commerce offerings on its platform enables it to pursue its mission of enriching people’s lives. The Company’s large and active user base creates valuable engagement opportunities with consumers and enhances platform stickiness with thousands of domestic and international brands.

Safe Harbor Statement

Certain statements made in this release are “forward looking statements” within the meaning of the “safe harbor” provisions of the United States Private Securities Litigation Reform Act of 1995. When used in this press release, the words “estimates,” “projected,” “expects,” “anticipates,” “forecasts,” “plans,” “intends,” “believes,” “seeks,” “may,” “will,” “should,” “future,” “propose” and variations of these words or similar expressions (or the negative versions of such words or expressions ) are intended to identify forward-looking statements. These forward-looking statements are not guarantees of future performance, conditions or results, and involve a number of known and unknown risks, uncertainties, assumptions and other important factors, many of which are outside the Company’s control, that could cause actual results or outcomes to differ materially from those discussed in the forward-looking statements. Important factors, among others, are: the ability to manage growth; ability to identify and integrate other future acquisitions; ability to obtain additional financing in the future to fund capital expenditures; fluctuations in general economic and business conditions; costs or other factors adversely affecting our profitability; litigation involving patents, intellectual property, and other matters; potential changes in the legislative and regulatory environment; a pandemic or epidemic; and other factors listed in the Company’s Annual Report on Form 10-K for the year ended December 31, 2019 and in other filings made by the Company with the Securities and Exchange Commission from time to time. The Company undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by applicable law. Such information speaks only as of the date of this release.

Contacts

Glory Star New Media Group Holdings Limited
Yida Ye
Email: [email protected]

ICR LLC.
Sharon Zhou
Tel: +1 (646) 308-0546
Email: [email protected]



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Healthcare Trust Announces Series A Preferred Stock Dividend

PR Newswire

NEW YORK, March 26, 2021 /PRNewswire/ — Healthcare Trust, Inc. (Nasdaq: HTIA) (“HTI”) announced today that it intends to continue to pay dividends on a quarterly basis on its 7.375% Series A Cumulative Redeemable Perpetual Preferred Stock (the “Series A Preferred Stock”) at an annualized rate of $1.84375 per share or $0.4609375 per share on a quarterly basis. Dividends on the Series A Preferred Stock are payable in arrears to Series A Preferred Stock holders of record at the close of business on the applicable record date and payable on the 15th day of the first month of each fiscal quarter (or, if not a business day, the next succeeding business day).

Accordingly, HTI declared a dividend of $0.4609375 per share of Series A Preferred Stock payable on April 15, 2021 to Series A Preferred Stock holders of record at the close of business on April 5, 2021.

About Healthcare Trust, Inc.

Healthcare Trust, Inc. (Nasdaq: HTIA) is a publicly registered real estate investment trust focused on acquiring a diversified portfolio of healthcare real estate, with an emphasis on seniors housing and medical office buildings, located in the United States. Additional information about HTI can be found on its website at www.healthcaretrustinc.com.

Important Notice

The statements in this press release that are not historical facts may be forward-looking statements. These forward-looking statements involve risks and uncertainties that could cause actual results or events to be materially different. The words “anticipates,” “believes,” “expects,” “estimates,” “projects,” “plans,” “intends,” “may,” “will,” “would” and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words. These forward-looking statements are subject to risks, uncertainties and other factors, many of which are outside of HTI’s control, which could cause actual results to differ materially from the results contemplated by the forward-looking statements. These risks and uncertainties include the potential adverse effects of the ongoing global COVID-19 pandemic, including actions taken to contain or treat COVID-19, on HTI, HTI’s tenants, HTI’s operators and the global economy and financial markets and that the information about rent collections may not be indicative of any future period, as well as those risks and uncertainties set forth in the Risk Factors section of HTI’s most recent Annual Report on Form 10-K, HTI’s most recent Quarterly Reports on Form 10-Q, HTI’s Registration Statement on Form S-11 filed with the SEC on September 15, 2020 and all other filings with the SEC after that date, as such risks, uncertainties and other important factors may be updated from time to time in HTI’s subsequent reports. Further, forward looking statements speak only as of the date they are made, and HTI undertakes no obligation to update or revise any forward-looking statement to reflect changed assumptions, the occurrence of unanticipated events or changes to future operating results, unless required to do so by law.

Contact

Investors and Media:
Email: [email protected]
Phone: (866) 902-0063

 

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SOURCE Healthcare Trust, Inc.

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OXE Marine AB publishes annual report for 2020

PR Newswire

STOCKHOLM, March 26, 2021 /PRNewswire/ — OXE Marine AB today published the annual report for the 2020 financial year on the company’s website www.oxemarine.com.


MANAGEMENT REPORT


Information about the business

OXE Marine AB (publ) (NASDAQ STO: OXE) (OTCQX: CMMCF) was formed in 2012 and after several years of development has developed a diesel outboard for the marine market. The head office is located in Helsingborg with product development, part assembly, as well as testing of the product, carried out in Ängelholm. OXE Marine AB is listed on Nasdaq First North, ISIN SE0009888613. The global outboard market has long been dominated by gasoline engines, but with a diesel engine you get a stronger and, above all, a more fuel-efficient engine.Several attempts have been made to develop outboard engines for diesel fuel, but the difficulty lies in developing a sufficiently strong design for power transmission between the engine and the propeller. OXE Marine’s outboard engine, OXE Diesel, is the first diesel outboard that is capable of replacing the well-established gasoline outboards in the higher power levels, in commercial and governmental operations. The engine is a modular platform that has been configured for a horizontally mounted engine, unlike traditional outboards that have vertical engine installations. OXE Marine’s unique solution has led to great international demand for the company’s engines. Among other things, in 2015 the North Atlantic Treaty Organisation (“NATO”) introduced a directive, Single Fuel, which stipulates that all NATO equipment must be run on diesel if this is an available alternative in the market.


Significant events during the financial year

OXE Marine AB (“The Company”) announced the following significant events during the year:           

  • The company name changed from Cimco Marine AB (publ) to OXE Marine AB (publ)
  • The company received EUR 4 m in funding, relating to Tranche B of the EIB facility.
  • PanLink in Tczew, Poland selected as the production partner for the OXE300 and Outdoor Network Manufacturing in Albany, USA selected as the new manufacturing partner for the 125hp to 200hp series.
  • Following the successful collaboration with the BMW Group of marinizing their 3 liter, 6 cylinder bi-turbo engine for use in the OXE300s, OXE Marine AB and BMW agreed to co-brand the OXE300.
  • The Company received first commercial order from the US Coast Guard following testing and validation.
  • The Company entered into a cooperation agreement with Evoy AS, an electric marine propulsion company based in Norway, to assess the technical and market viability of a high-powered electric outboard.
  • The Company announced that the European Patent Office intends to grant OXE Marine AB (publ) a European patent for an electric duoprop outboard.
  • The Company carried out a directed share issue of SEK 65.9m to strategic and qualified investors to finance an accelerated growth strategy. The directed share issue increased the number of ordinary shares in OXE Marine by 32 950 000, from 164 839 521 to 197 789 521, and the share capital increased by SEK 987 993.18 from SEK 4 942 650.17 to SEK 5 930 643.35. The subscription price amounted to SEK 2.0 SEK per share and has been determined through a traditional book-building procedure with a large number of qualified investors. The Board assessed that the subscription price was market-based.
  • The Company received the official approval and issuance of the United States Environmental Protection Agency (“EPA”) Tier 3 certificate for OXE300.
  • The Company’s distributor Diesel Outboards LLC confirmed order for more than 50 OXE300 from US government for deployment in Central America.
  • COVID-19: The company was impacted by COVID-19 in several ways, including delay in the preparations to start production of the OXE300 due to supply chain disruption. The Company also took appropriate action to conserve resources and ensure continuity of business and put certain employees on short term furlough and received funding from Tillväxtverket of SEK 0.5m for the period April to June 2020. The Management team took a voluntary 20% pay cut during this period.


Future Prospects

OXE Marine’s future growth is dependent on the company developing and producing sustainable products. Work on quality assurance of the product and the supply chain will continue during 2021. The Company continues to develop an organisation that works in a structured and efficient way with quality. Based on the recent development in the Order Book, Management’s assessment is that demand will continue to be strong from the market.


NOTE: The English version is a translation of the Swedish version, for any inconsistencies in the translation refer to the Swedish version.

This disclosure contains information that OXE Marine AB is obliged to make public pursuant to the EU Market Abuse Regulation (EU nr 596/2014). The information was submitted for publication, through the agency of the contact person, on 26-03-202111:00 CET.

CONTACT:

Certified Adviser

FNCA Sweden AB is Certified Adviser for OXE Marine AB (publ). Contact details to FNCA Sweden AB: tel. +46 8 528 00 399, e-mail [email protected].

For further information, please contact:

Myron Mahendra, CEO, [email protected], +46 76 347 59 82
Anders Berg, Chairman, [email protected], +46 70 358 91 55 

OXE Marine AB (publ) (NASDAQ STO: OXE) (OTCQX: CMMCF) has, after several years of development, constructed the OXE Diesel, the world ́s first diesel outboard engine in the high-power segment. OXE Diesel has a unique belt driven propulsion system that allows a hydraulic multi-friction gearbox to be mounted. This means that the engine can handle significantly higher loads than a traditional outboard engine. OXE ́s OXE diesel has a horizontally mounted engine as opposed to a traditional outboard with a vertically mounted engine.

 

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SOURCE OXE Marine AB

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Xtreme Fighting Championships Partners With Sidechain Recording To Produce The Most Epic Theme Songs In MMA

PR Newswire

DESTIN, Fla., March 26, 2021 /PRNewswire/ — Sidechain Recording has produced the epic theme song for YoungGuns 1, “When Tragic Turns Magic” (feat. Dig Mongelli from Dig the Kid), before the Xtreme Fighting Championships (OTC: DKMR) event on Saturday, March 27 at FireLake Arena in Shawnee, OK., LIVE on FOX Deportes in the United States and FITE TV internationally.

“When Tragic Turns Magic” will be featured on the XFC’s highly anticipated promotional video for YoungGuns 1, which will be released Friday, March 26.

“When Tragic Turns Magic” will be available for download on Spotify and all major outlets Friday. The track may be pre-ordered, and, once released, downloaded here: https://distrokid.com/hyperfollow/sidechainrecording/when-tragic-turns-magic-feat-dig-mongelli-from-dig-the-kid.

XFC President Myron Molotky: “This is a partnership with a supremely talented company that creates entertainment beyond the excitement inside the Hexagon. We feel that their understanding of what is being displayed by the XFC and our fighters breaks barriers in sports entertainment and will capture the imagination of XFC fans worldwide.”

Sidechain Recording CEO Lisa Mongelli: “Sidechain looks forward to partnering with XFC to create the most epic fight songs in sports. By working with up-and-coming bands to produce fight songs, we can help out artists who have been affected by the pandemic. We couldn’t be more excited to make signed XFC fighters their own walk out songs. Constant content creation with fighters in our studios will give them the opportunity to build their very own ‘Xtreme’ soundtrack and enhance their branding.”

About XFC
Xtreme Fighting Championships, Inc. (formerly Duke Mountain Resources, Inc.) is the first publicly traded premier international mixed martial arts (“MMA”) organization with offices throughout the United States and South America, trading under the ticker symbol DKMR. Xtreme Fighting Championships (“XFC”) is now partnered with the FOX family of networks in the United States, and has previously been carried on some of the largest open television broadcasters in Latin America – Rede TV! as well as HBO, ESPN, NBC Sports Network, Telemundo Universo, Esportes Interativo, Terra TV (the largest internet portal in the world), and UOL – the largest internet portal in Latin America, and premium cable & satellite television network. The XFC has had over 185 exclusively signed fighters, representing over 35+ countries worldwide with even more growth expected. Boasting the signing of The Next Generation of Male & Female Superstars, the XFC is known for entertaining fans with the most action packed MMA events both on television and in stadium venues. The Next Generation of MMA.

Media Contact:

Ed Kapp


[email protected]

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SOURCE Xtreme Fighting Championships

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Macerich Substantially Improves and Clarifies Liquidity Position

PR Newswire

SANTA MONICA, Calif., March 26, 2021 /PRNewswire/ — Today, the Macerich Company (NYSE: MAC, the “Company”) announced certain major capital events and other updates.

Through March 25, 2021, the Company has sold 36.0 million shares of common stock under its “at the market” equity program at a weighted average price of $13.54 per share, generating gross proceeds of approximately $487.3 million. As of March 25, 2021, approximately 1.0 million shares remain available to be issued under the program.

The Company is under contract to sell a 95% interest in Paradise Valley Mall, a non-core asset in Phoenix, AZ, for $100 million to a newly formed joint venture. The transaction is expected to close in late March 2021, and is anticipated to generate net proceeds of approximately $95 million to the Company. The Company will retain a 5% joint venture interest in this multi-year redevelopment.

The Company has obtained commitments from its joint lead lenders, Deutsche Bank, JPMorgan, and Goldman Sachs for a new revolving line of credit and credit facility. The total capacity of the line and the credit facility is expected to be between $600 million and $800 million, with the facility expected to close in April 2021.

As of March 25, 2021, the Company has cash and cash equivalents, including pro-rata share of joint ventures, of approximately $950 million. Expected total liquidity after the close of the new credit facility and the Paradise Valley sale is expected to be in the range of $1.65 billion to $1.85 billion prior to paying off the current line of credit.

Reflecting the common stock sold to date under its “at the market” equity program and the pending sale of Paradise Valley Mall referenced above, the Company is revising its 2021 guidance for estimated Earnings per share (“EPS”) – diluted and Funds From Operations (“FFO”) per share-diluted. A reconciliation of estimated EPS-diluted to FFO per share-diluted follows:

Fiscal Year 2021 Guidance

EPS-diluted

($0.73 – $0.53)

Plus: real estate depreciation and amortization

2.50  –  2.50

FFO per share-diluted

$1.77 – $1.97

More details of the guidance assumptions, as updated above, are included in our Form 8-K Supplemental Financial Information in Exhibit 99.2, filed with the U.S. Securities and Exchange Commission on February 11, 2021.


Operational Update:

Operating conditions continue to improve across the Company’s portfolio. State and local government COVID-19 restrictions continue to loosen, including in the Company’s key markets of California and New York, which were the most capacity-restricted markets in 2020. During January and February 2021, sales within the Company’s Arizona region, the least restricted region in the Company’s portfolio, were 99% of pre-COVID, January and February 2020 sales, excluding capacity-restricted food and beverage uses. The Company believes Arizona is a leading indicator for the balance of the portfolio, as capacity constraints continue to loosen.

“We are strongly encouraged by increasing sales and traffic trends reflecting the pent-up consumer demand we are seeing across our portfolio. With continuous improvement in vaccination levels alongside rising consumer confidence, we expect that our retailers will experience a robust rebound during the summer and second half of 2021,” said Tom O’Hern, Chief Executive Officer of Macerich.  Importantly, we also are experiencing resilient leasing demand, including from a wide variety and breadth of categories and uses, which supports our optimism for occupancy improvement and recovery.”


About Macerich

:

Macerich is a fully integrated, self-managed and self-administered real estate investment trust, which focuses on the acquisition, leasing, management, development, and redevelopment of regional malls throughout the United States.

Macerich currently owns 50 million square feet of real estate consisting primarily of interests in 47 regional shopping centers. Macerich specializes in successful retail properties in many of the country’s most attractive, densely populated markets with significant presence on the West Coast, Arizona and the Metro New York to Washington, DC corridor.  A recognized leader in sustainability, Macerich has achieved the #1 GRESB ranking in the North American Retail Sector for six straight years (2015 – 2020). Additional information about Macerich can be obtained from the Company’s website at www.Macerich.com.


Note
:  This release contains statements that constitute forward-looking statements which can be identified by the use of words, such as “believes,” “expects,” “guidance,” “intends,” “plans,” “anticipates,” “assumes,” “projects,” “estimated” and “scheduled” and similar expressions that do not relate to historical matters. Stockholders are cautioned that any such forward-looking statements are not guarantees of future performance and involve risks, uncertainties and other factors that may cause actual results, performance, or achievements of the Company to vary materially from those anticipated, expected or projected.  Such factors include, among others, general industry, as well as national, regional and local economic and business conditions, which will, among other things, affect demand for retail space or retail goods, availability and creditworthiness of current and prospective tenants, anchor or tenant bankruptcies, closures, mergers or consolidations, lease rates, terms and payments, interest rate fluctuations, availability, terms and cost of financing and operating expenses; adverse changes in the real estate markets including, among other things, competition from other companies, retail formats and technology, risks of real estate development and redevelopment, and acquisitions and dispositions; the adverse impact of the novel coronavirus (COVID-19) on the U.S., regional and global economies and the financial condition and results of operations of the Company and its tenants; the liquidity of real estate investments; governmental actions and initiatives (including legislative and regulatory changes); environmental and safety requirements; and terrorist activities or other acts of violence which could adversely affect all of the above factors.  The reader is directed to the Company’s various filings with the Securities and Exchange Commission, including the Annual Report on Form 10-K for the year ended December 31, 2020 for a discussion of such risks and uncertainties, which discussion is incorporated herein by reference. The Company does not intend, and undertakes no obligation, to update any forward-looking information to reflect events or circumstances after the date of this release or to reflect the occurrence of unanticipated events unless required by law to do so.

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SOURCE Macerich Company