GeoVax Reports 2021 Second Quarter Financial Results and Provides Corporate Update


Continued Progress on COVID-19 and Immuno-Oncology Programs

ATLANTA, GA, Aug. 11, 2021 (GLOBE NEWSWIRE) — via NewMediaWire — GeoVax Labs, Inc. (Nasdaq: GOVX), a biotechnology company developing immunotherapies and vaccines against infectious diseases and cancers, today announced its financial results for the quarter ended June 30, 2021.

GeoVax’s management will host a live conference call and webcast at 4:30 p.m. Eastern Standard Time on Wednesday, August 11 to discuss financial results and provide a general business update. Details are provided below.  

2021 YTD Highlights and Development Program Status Update

COVID-19 Vaccine – GeoVax’s SARS-CoV-2 (COVID-19) vaccine is based on its GV-MVA-VLPTM technology, which enables insertion of multiple antigen fragments, potentially allowing for broad-spectrum virus prevention. Unlike other vaccines that target only the COVID-19 spike protein, the Company’s vaccines are designed to provoke a response to multiple COVID-19 antigens, which means they could be less susceptible to viral mutations. The Company’s vaccines are intended to be used as either a primary vaccine or to boost other COVID-19 vaccines as part of vaccination strategies to provide immunity to a range of coronavirus variants. GeoVax believes a critical and significant opportunity exists for a pan-coronavirus vaccine with the attributes the GV-MVA-VLP technology can offer.  

In January 2021, the National Institute of Allergy and Infectious Diseases (NIAID), part of the National Institutes of Health (NIH), awarded GeoVax a Small Business Innovative Research (SBIR) grant for development of a COVID-19 vaccine.  The Phase 1 grant, titled, “Preclinical Development of GV-MVA-VLP Vaccines Against COVID-19,” supports the ongoing design, construction, and preclinical testing of GeoVax’s vaccine candidates in preparation for human clinical trials.

Small animal studies are continuing and results to date support the Company’s approach of using MVA as a vector for the design and production of  “next-generation” vaccines encoding multiple proteins. Details of the studies will be presented on August 19 during the European Society of Medicine (ESMED) General Assembly. Based on the encouraging results, the Company recently submitted an application to NIAID for additional support for advanced testing.

Cancer Immunotherapy – GeoVax’s cancer immunotherapy program is based on the concept of combining a tumor-associated antigen vaccine with a potent anti-tumor agent, such as an Immune Checkpoint Inhibitor (“ICI”), with the goal of achieving regression of tumor growth and development.  In February 2021, the Company filed a U.S. patent application, covering updates to its MVA viral vector technology to amplify an immune response to a cancer antigen via vaccination, which could strengthen the Company’s intellectual property position in this space. Immuno-oncology is an important focus area for the Company, and GeoVax is engaging with multiple collaborators. The initial animal studies, based upon a GeoVax-MUC1 vaccine/ICI combination, have been encouraging and additional studies are being planned with the goal of expanding the overall cancer immunotherapy program.  The Company expects to provide further details on its progress and plans to advance to human clinical testing in the near future.

Lassa Fever – Progress continues using grant funding from the U.S. Department of Defense for the Company’s Lassa Fever (LASV) vaccine program. The project award supports generation of immunogenicity and efficacy data for GeoVax’s vaccine candidate in both rodent and nonhuman primate models, as well as manufacturing process development and cGMP production of vaccine seed stock in preparation for human clinical trials. This work is in collaboration with U.S. Army Medical Research Institute of Infectious Diseases (USAMRIID) and the Geneva Foundation. Technical issues associated with the manufacturing process combined with the limited availability of nonhuman primates have resulted in delays to this program, but the work is advancing and results are now expected to be available in late 2021 or early 2022.

Sudan ebolavirus and Marburg virus – In July 2021, GeoVax announced results of preclinical efficacy studies of its Sudan ebolavirus (SUDV) vaccine candidate (MVA-VLP-SUDV). Immunogenicity and efficacy of MVA-VLP-SUDV were tested in a guinea pig lethal challenge model, in which asingle intramuscular dose of the GeoVax vaccine protected 100% of animals challenged with a lethal dose of SUDV. A comparison between prime and prime-boost vaccinations of guinea pigs showed that both regimens elicited SUDV-specific binding and neutralizing antibody responses, and that the second immunization enhanced these responses. Challenge of vaccinated animals with guinea pig-adapted SUDV demonstrated complete protection against death and disease by the prime and the prime-boost regimens. This is the first report that a replication-deficient MVA vector may confer full protection against SUDV after a single dose. This work was conducted in collaboration with researchers at the University of Texas Medical Branch (UTMB).

Separately, GeoVax is leading a multi-party collaboration for the development of its (SUDV) and Marburg virus (MARV) vaccine candidates. The collaboration, between GeoVax, researchers at UTMB and Battelle Memorial Institute, utilizes the suite of preclinical services from NIAID. Under the collaboration, GeoVax’s SUDV and MARV vaccine candidates are being tested for immunogenicity and efficacy in the benchmark nonhuman primate model. This work builds uponearlier studies in rodents and nonhuman primates for the Company’s Ebola virus (EBOV) vaccine candidate that demonstrated 100% protection against a lethal dose of EBOV following a single immunization. The Company expects to announce additional results during the second half of 2021.

Malaria Vaccine – Exploratory studies in collaboration with the Burnet Institute in Australia and Leidos, Inc. have been encouraging.We continue to evaluate advancing this program into formal product development since a Malaria vaccine is not currently a product development initiative.   

HIV Vaccine Programs – NIAID has funded multiple clinical trials of GeoVax’s HIV preventive vaccine (GOVX-B11) through the HIV Vaccine Trials Network (HVTN).  The next planned trial (HVTN 132) is designed to further evaluate the safety and immunogenicity of adding “protein boost” components to the GOVX-B11 vaccination regimen. The start of HVTN 132 has been delayed due to COVID-19, and the Company awaits further information from NIAID and HVTN on when the trial may commence. The Company is also part of efforts to develop a combination therapy to induce remission in HIV-positive individuals (a “functional cure”). In August 2020, a consortium led by researchers at the University of California, San Francisco (UCSF) began enrolling patients in a Phase 1 human clinical trial using our vaccine as part of a combination therapy intended to induce remission in HIV-positive individuals. Similar to HVTN 132, this trial has been affected by the pandemic, so we await further information regarding the status of patient enrollment and trial results.  Our prior collaboration with American Gene Technologies International, Inc. (AGT) was recently discontinued due to AGT’s remodeling of their clinical trial plans, but the Company remains open to additional collaborations.

Intellectual Property – In February 2021, GeoVax filed international and U.S. patent applications in our key focus areas of SARS-CoV-2 (COVID-19) and cancer immunotherapy, and in July 2021 the Company announced the issuance of a U.S. patent covering our Hepatitis B vaccine. Following these filings, GeoVax’s wholly owned, co-owned, and in-licensed intellectual property portfolio now stands at over 70 granted or pending patent applications spread over 20 patent families.

Management Commentary

David Dodd, GeoVax’s Chairman and CEO, commented, “We remain enthusiastic about our development programs and expect several data announcements in the forthcoming weeks and months, most notably in our program areas of COVID-19, Lassa Fever virus, Sudan/Marburg virus and immuno-oncology. As with many other companies, the continuing COVID-19 pandemic has affected the timelines for some of our programs, most notably our HIV program. In addition, third-party technical disruptions have resulted in delays in completing various contracted animal studies. I look forward to sharing news of our progress as those studies are completed and other events occur. We remain encouraged and focused on completing these studies as soon as possible and announcing the various results.

“With our funding events from 2020 and early 2021, we are well-positioned to advance several of our development programs, with a continued focus on our COVID-19 vaccine and our cancer immunotherapy programs. The additional capital is allowing us to make infrastructure and personnel investments, as well as funding commitments in support of other programs, including manufacturing process development with a view toward cost-effective, large-scale production for clinical and commercial distribution.  Our focus and goal is to advance into clinical development both within the areas of infectious diseases and immuno-oncology, providing significant potential growth in value for our shareholders while providing new vaccines and therapies for critical areas of health worldwide,” concluded Mr. Dodd.

Financial Review

GeoVax reported a net loss of $1,314,033 ($0.21 per share) for the three months ended June 30, 2021, compared to a net loss of $455,204 ($0.66 per share) for the same period in 2020.  For the six months ended June 30, 2021, the Company’s net loss was $2,876,811 ($0.49 per share) as compared to a net loss of $1,050,898 ($2.27 per share) in 2020. 

Grant and collaboration revenues were $79,708 and $190,125 for the three-month and six-month periods of 2021, respectively, as compared to $440,602 and $1,156,579 reported for the comparable periods of 2020.  The 2021 period reflects amounts related to our grant from NIH in support of our COVID-19 vaccine program, while the 2020 period reflects amounts related to our grant from the U.S. Department of Defense (DoD) for our Lassa Fever vaccine and our collaboration with Leidos, Inc. for its malaria vaccine program.  As of June 30, 2021, there is $275,302 of approved funds remaining and available for use related to the COVID-19 and Lassa Fever grants.

Research and development expenses were $832,835 and $1,435,618 for the three-month and six-month periods of 2021, respectively, as compared to $461,421 and $1,270,357 for the comparable periods of 2020, with the increases primarily related to our COVID-19 vaccine program, manufacturing process development, and a generally higher level of activity, offset in part by the timing and amount of external expenditures related to our government grants.  General and administrative expenses were $733,499 and $1,805,209 for the three-month and six-month periods of 2021, respectively, as compared to $427,292 and $929,637 for the comparable periods of 2020, with the increase primarily attributable to higher Delaware franchise taxes; legal, accounting and patent costs; insurance costs; consulting fees; Nasdaq listing fees; investor relations costs; and personnel costs.

Other income (expense) was $172,593 and $173,891 for the three-month and six-month periods of 2021, respectively, as compared to $(7,093) and $(7,483) for the comparable periods of 2020.  The 2021 periods include a $172,056 gain on extinguishment of debt, reflecting forgiveness of the Company’s loan pursuant to the Paycheck Protection Program.

GeoVax reported cash balances of $19.5 million at June 30, 2021, as compared to $9.9 million at December 31, 2020.  Contributing to the increase in cash balances were net proceeds of $9.4 million from the sale of 1,644,000 shares of common stock, and $3.2 million from the exercise of warrants to purchase 690,034 shares of common stock.

Summarized financial information is included below. Further information concerning the Company’s financial position and results of operations are included in its Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission.

Conference Call

Management will host a conference call at 4:30 p.m. ET on Wednesday, August 11, 2021 to review financial results and provide an update on corporate developments.  Following management’s formal remarks, there will be a question and answer session.

Participants are asked to register for the call via the following link: https://dpregister.com/sreg/10159241/ebf4d52ffa

Please note that registered participants will receive their dial-in number upon registration and will dial directly into the call without delay.  Those without Internet access or who are unable to pre-register may dial in by calling 1-866-777-2509 (domestic) or 1-412-317-5413 (international).  All callers should dial in approximately 10 minutes prior to the scheduled start time and ask to be joined into the GeoVax Labs call. 

The conference call will be available through a live webcast found here:
https://services.choruscall.com/mediaframe/webcast.html?webcastid=xxw5fkQ6

A webcast replay of the call will be available via the same link as the live webcast approximately one hour after the end of the call through November 11, 2021.  A telephonic replay of the call can be accessed by calling 1-877-344-7529 (domestic) or 1-412-317-0088 (international) and using access code 10159241. The telephonic replay will be available until August 25, 2021.

About GeoVax

GeoVax Labs, Inc. is a clinical-stage biotechnology company developing human vaccines against infectious diseases and cancer using a novel patented Modified Vaccinia Ankara-Virus Like Particle (MVA-VLP) based vaccine platform. On this platform, MVA, a large virus capable of carrying several vaccine antigens, expresses proteins that assemble into VLP immunogens in the person receiving the vaccine. The production of VLPs in the person being vaccinated can mimic virus production in a natural infection, stimulating both the humoral and cellular arms of the immune system to recognize, prevent, and control the target infection. The MVA-VLP derived vaccines can elicit durable immune responses in the host similar to a live-attenuated virus, while providing the safety characteristics of a replication-defective vector. 

GeoVax’s current development programs are focused on preventive vaccines against COVID-19, Zika Virus, hemorrhagic fever viruses (Ebola, Sudan, Marburg, and Lassa), HIV, and malaria, as well as therapeutic vaccines against multiple cancers. The Company has designed a preventive HIV vaccine candidate to fight against the subtype of HIV prevalent in the commercial markets of the Americas, Western Europe, Japan, and Australia; human clinical trials for this program are managed by the HIV Vaccine Trials Network (HVTN) with the support of the National Institutes of Health (NIH). GeoVax’s HIV vaccine is also part a separate collaborative effort to apply its vaccine approach toward a functional cure for HIV.


Forward-Looking Statements

This release and the related conference call contain forward-looking statements regarding GeoVax’s business plans and financial results. The words “believe,” “may,” “estimate,” “continue,” “anticipate,” “intend,” “should,” “plan,” “could,” “target,” “potential,” “is likely,” “will,” “expect” and similar expressions, as they relate to us, are intended to identify forward-looking statements. We have based these forward-looking statements largely on our current expectations and projections about future events and financial trends that we believe may affect our financial condition, results of operations, business strategy and financial needs. Actual results may differ materially from those included in these statements due to a variety of factors, including whether: GeoVax and its collaborators are able to complete their work within the expected timeframes, GeoVax is able to obtain the patent protection sought, GeoVax’s COVID-19 vaccines can provoke responses to multiple COVID-19 antigens, and those vaccines can be used effectively as a primary or booster to other COVID-19 vaccines, GeoVax’s viral vector technology adequately amplifies immune responses to cancer antigens, GeoVax can develop and manufacture its vaccines with the desired characteristics in a timely manner, GeoVax’s vaccines will be safe for human use, GeoVax’s vaccines will effectively prevent targeted infections in humans, GeoVax’s vaccines will receive regulatory approvals necessary to be licensed and marketed, GeoVax raises required capital to complete vaccine development, there is development of competitive products that may be more effective or easier to use than GeoVax’s products, GeoVax will be able to enter into favorable manufacturing and distribution agreements, the impact of the COVID-19 pandemic continues, and other factors, over which GeoVax has no control. 

Further information on our risk factors is contained in our registration statement on Form S-3 and the periodic reports on Form 10-Q and Form 10-K that we have filed and will file with the SEC. Any forward-looking statement made by us herein speaks only as of the date on which it is made. Factors or events that could cause our actual results to differ may emerge from time to time, and it is not possible for us to predict all of them. We undertake no obligation to publicly update any forward-looking statement, whether as a result of new information, future developments or otherwise, except as may be required by law. 

Contact: 

GeoVax Labs, Inc.
[email protected]
678-384-7220

FINANCIAL TABLES FOLLOW

GEOVAX LABS, INC.
Condensed Consolidated Statements of Operations Information
(amounts in thousands, except per share data)

 

 

        Three Months Ended Six Months Ended
        June 30, June 30, 
        2021 2020 2021 2020
Grant and collaboration revenue      $       80    $    441   $    190   $  1,157
               
Operating expenses:          
  Research and development   833 462 1,436 1,270
  General and administrative   733 427 1,805 930
        1,566 889 3,241 2,200
Loss from operations   (1,486) (448) (3,051) (1,043)
Other income (expense), net   172 (7) 174 (8)
               
Net loss      $ (1,314)   $    (455) $ (2,877)   $ (1,051)
               
Loss per common share      $    (0.21)   $    (0.66)   $  (0.49)   $    (2.27)

 

 

Condensed Consolidated Balance Sheet Information

(amounts in thousands)
          June 30,
2021
Dec. 31,
2020
Assets:            
  Cash and cash equivalents       $   19,539 $      9,884
  Other current assets       118 351
  Total current assets            19,657       10,235
               
  Property and other assets, net       160 159
  Total assets       $   19,817 $   10,394
               
Liabilities and stockholders’ equity          
  Total liabilities       $        359 $         825
  Stockholders’ equity       19,458 9,569
  Total liabilities and stockholders’ equity   $   19,817 $    10,394
             
  Common Shares Outstanding              6,328         3,834



Rackspace Technology Reports Second Quarter 2021 Results

  • Record Revenue of $744 million in the Second Quarter, up 13% Year-over-Year
  • Core Revenue Grew 17% to $698 million
  • Net loss of $(37) million, or $(0.18) per diluted share
  • Non-GAAP Earnings Per Share Grew 14% Year-over-Year to $0.24
  • Quarterly Cash Flow From Operating Activities of $106 million

SAN ANTONIO, Aug. 11, 2021 (GLOBE NEWSWIRE) — Rackspace Technology, Inc. (Nasdaq: RXT), a leading end-to-end multicloud technology solutions company, today announced results for its second quarter ended June 30, 2021.

Kevin Jones, Chief Executive Officer, commented, “Our second quarter financial results were solid, with double-digit revenue growth and strong operating profit margins. In addition, our working capital and cash management transformation programs have driven excellent results with more than $100 million of operating cash flow for the second consecutive quarter.”

Second Quarter 2021 Results

Revenue was $744 million in the second quarter of 2021, an increase of 13% as compared to revenue of $657 million in the second quarter of 2020. Revenue for the second quarter of 2021 was positively impacted by new customer acquisitions and growing customer spend in our Multicloud Services and Apps & Cross Platform segments. On a constant currency basis, revenue increased by 11% in the second quarter of 2021 as compared to the second quarter of 2020.

Revenue from our Core Segments (“Core Revenue”), comprised of Multicloud Services and Apps & Cross Platform, increased 17% in the second quarter of 2021 as compared to the second quarter of 2020. On a constant currency basis, Core Revenue increased 15% in the second quarter of 2021 as compared to the second quarter of 2020.

Bookings were $258 million in the second quarter of 2021, a decrease of 10% as compared to Bookings of $289 million in the second quarter of 2020. Bookings in the second quarter of 2020 included one large deal valued at approximately $38 million. Excluding this deal from the comparative period, Bookings growth was 3% year-over-year.

Net loss was $(37) million in the second quarter of 2021, compared to net loss of $(33) million in the second quarter of 2020.

Net loss per diluted share was $(0.18) in the second quarter of 2021, compared to net loss per diluted share of $(0.20) in the second quarter of 2020.

Non-GAAP Operating Profit was $119 million in the second quarter of 2021, an increase of 4% compared to $115 million in the second quarter of 2020.

Non-GAAP Earnings Per Share was $0.24 in the second quarter of 2021, an increase of 14% as compared to Non-GAAP Earnings Per Share of $0.21 in the second quarter of 2020.

Capital expenditures were $82 million in the second quarter of 2021, compared to $51 million in the second quarter of 2020.

As of June 30, 2021, we had cash and cash equivalents of $215 million with no balance outstanding on our Revolving Credit Facility.

Financial Outlook

Rackspace Technology is providing guidance as follows:

  Q3 2021 Guidance
Revenue $750 – $760 million
Core Revenue $705 – $715 million
Non-GAAP Operating Profit $118 – $122 million
Non-GAAP Earnings Per Share $0.23 – $0.25
Non-GAAP Other Income (Expense)

1
($50) – ($52) million
Non-GAAP Tax Expense Rate 26
Non-GAAP Weighted Average Shares 213 – 215 million

1 Non-GAAP Other Income (Expense) is only expected to include interest expense.

For the fourth quarter of 2021, the company expects:

  • Sequential revenue growth of approximately 2% from the third quarter of 2021
  • Non-GAAP Operating Profit and Non-GAAP Earnings Per Share flat compared to the third quarter of 2021

Definitions of non-GAAP financial measures and the reconciliations to the most directly comparable measures in accordance with generally accepted accounting principles in the United States (“GAAP”) are provided in subsequent sections of this press release narrative and supplemental schedules. Rackspace Technology has not reconciled Non-GAAP Operating Profit, Non-GAAP Earnings Per Share, Non-GAAP Other Income (Expense) or Non-GAAP Tax Expense Rate guidance to the most directly comparable GAAP measure because it does not provide guidance on GAAP net income (loss) or the reconciling items between these Non-GAAP measures and GAAP net income (loss) as a result of the uncertainty regarding, and the potential variability of, certain of these items, such as share-based compensation expense. Accordingly, a reconciliation of the non-GAAP financial measure guidance to the corresponding GAAP measure is not available without unreasonable effort. With respect to Non-GAAP Operating Profit, Non-GAAP Earnings Per Share, Non-GAAP Other Income (Expense) and Non-GAAP Tax Expense Rate guidance, adjustments in future periods are generally expected to be similar to the kinds of charges and costs excluded from these Non-GAAP measures in prior periods, but the impact of such adjustments could be significant.

Conference Call and Webcast

Rackspace Technology will hold a conference call today, August 11, 2021, at 4:00pm CT / 5:00pm ET to discuss its second quarter 2021 results. Interested parties may access the conference call as follows:

Via Zoom:

https://rackspace.zoom.us/j/95750453932?pwd=Q21HWis1T1k5UEQvemI2NlFEREp5UT09

Password: 112067

Via telephone (listen only mode):

+1 408 638 0968 (US Toll)
+1 646 558 8656 (US Toll)
+1 647 374 4685 (Canada)
+44 (0) 20 3695 0088 (United Kingdom Toll)
Webinar ID: 957 5045 3932

A live webcast of the call and audio replay will also be available on Rackspace Technology’s website at ir.rackspace.com.

About Rackspace Technology

Rackspace Technology is a leading end-to-end multicloud technology services company. We design, build and operate our customers’ cloud environments across all major technology platforms, irrespective of technology stack or deployment model. We partner with our customers at every stage of their cloud journey, enabling them to modernize applications, build new products and adopt innovative technologies.

IR Contact

Investor Relations
[email protected]

PR Contact

Natalie Silva
Rackspace Technology Corporate Communications
[email protected]

Forward-looking Statements

Rackspace Technology has made statements in this press release and other reports, filings, and other public written and verbal announcements that are forward-looking and therefore subject to risks and uncertainties. All statements, other than statements of historical fact, included in this document are, or could be, “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 and are made in reliance on the safe harbor protections provided thereunder. These forward-looking statements relate to anticipated financial performance, management’s plans and objectives for future operations, business prospects, outcome of regulatory proceedings, market conditions, our ability to successfully respond to the challenges posed by the COVID-19 pandemic, and other matters. Any forward-looking statement made in this presentation speaks only as of the date on which it is made. We undertake no obligation to publicly update or revise any forward- looking statement, whether as a result of new information, future developments or otherwise. Forward-looking statements can be identified by various words such as “expects,” “intends,” “will,” “anticipates,” “believes,” “confident,” “continue,” “propose,” “seeks,” “could,” “may,” “should,” “estimates,” “forecasts,” “might,” “goals,” “objectives,” “targets,” “planned,” “projects,” and similar expressions. These forward-looking statements are based on management’s current beliefs and assumptions and on information currently available to management. Rackspace Technology cautions that these statements are subject to risks and uncertainties, many of which are outside of our control, and could cause future events or results to be materially different from those stated or implied in this document, including among others, risk factors that are described in Rackspace Technology, Inc.’s Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, and other filings with the Securities and Exchange Commission, including the sections entitled “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” contained therein.

Non-GAAP Financial Measures

This press release includes several non-GAAP financial measures such as constant currency revenue, Non-GAAP Gross Profit, Non-GAAP Net Income (Loss), Non-GAAP Operating Profit, Adjusted EBITDA and Non-GAAP Earnings Per Share (“EPS”). These non-GAAP financial measures exclude the impact of certain costs, losses and gains that are required to be included in our profit and loss measures under GAAP. Although we believe these measures are useful to investors and analysts for the same reasons they are useful to management, as described in the accompanying pages, these measures are not a substitute for, or superior to, GAAP financial measures or disclosures. Other companies may calculate similarly-titled non-GAAP measures differently, limiting their usefulness as comparative measures. We have reconciled each of these non-GAAP measures to the applicable most comparable GAAP measure in the accompanying pages.

IR Contact

Joe Crivelli
Rackspace Technology Investor Relations
[email protected]

PR Contact

Natalie Silva
Rackspace Technology Corporate Communications
[email protected]





RACKSPACE TECHNOLOGY, INC.

CONSOLIDATED RESULTS OF OPERATIONS

(Unaudited)

  Three Months Ended June 30,
  Year-Over-Year

Comparison
  2021   2020  
(In millions, except % and per share data)   Amount     % Revenue     Amount     % Revenue     Amount     % Change
Revenue $ 656.5     100.0 %   $ 743.8     100.0 %   $ 87.3     13.3 %
Cost of revenue (414.6 )   (63.2 )%   (508.3 )   (68.3 )%   (93.7 )   22.6 %
Gross profit 241.9     36.8 %   235.5     31.7 %   (6.4 )   (2.6 )%
Selling, general and administrative expenses (219.2 )   (33.4 )%   (232.6 )   (31.3 )%   (13.4 )   6.1 %
Income from operations 22.7     3.5 %   2.9     0.4 %   (19.8 )   (87.2 )%
Other income (expense):                      
Interest expense (68.9 )   (10.5 )%   (50.5 )   (6.8 )%   18.4     (26.7 )%
Gain on investments, net 1.0     0.1 %   0.1     0.0 %   (0.9 )   (90.0 )%
Debt modification and extinguishment costs     %   (0.5 )   (0.1 )%   (0.5 )   100.0 %
Other income, net 0.3     0.0 %   0.6     0.1 %   0.3     100.0 %
Total other income (expense) (67.6 )   (10.3 )%   (50.3 )   (6.8 )%   17.3     (25.6 )%
Loss before income taxes (44.9 )   (6.8 )%   (47.4 )   (6.4 )%   (2.5 )   5.6 %
Benefit for income taxes 12.3     1.9 %   10.8     1.5 %   (1.5 )   (12.2 )%
Net loss $ (32.6 )   (5.0 )%   $ (36.6 )   (4.9 )%   $ (4.0 )   12.3 %
                         
Net loss per share:                        
Basic and diluted $ (0.20 )       $ (0.18 )              
Weighted average number of shares outstanding:                        
Basic and diluted 165.5         207.9                





RACKSPACE TECHNOLOGY, INC.

CONSOLIDATED RESULTS OF OPERATIONS

(Unaudited)

  Six Months Ended June 30,   Year-Over-Year

Comparison
  2021   2020  
(In millions, except % and per share data)    Amount     % Revenue        Amount     % Revenue        Amount       % Change
Revenue $ 1,309.2     100.0 %   $ 1,469.7     100.0 %   $ 160.5     12.3 %
Cost of revenue (818.0 )   (62.5 )%   (998.9 )   (68.0 )%   (180.9 )   22.1 %
Gross profit 491.2     37.5 %   470.8     32.0 %   (20.4 )   (4.2 )%
Selling, general and administrative expenses (447.0 )   (34.1 )%   (463.6 )   (31.5 )%   (16.6 )   3.7 %
Gain on sale of land     %   19.9     1.4 %   19.9     100.0 %
Income from operations 44.2     3.4 %   27.1     1.8 %   (17.1 )   (38.7 )%
Other income (expense):                      
Interest expense (140.9 )   (10.8 )%   (103.1 )   (7.0 )%   37.8     (26.8 )%
Gain (loss) on investments, net 0.9     0.1 %   (3.6 )   (0.2 )%   (4.5 )   NM  
Debt modification and extinguishment costs     %   (37.5 )   (2.5 )%   (37.5 )   100.0 %
Other expense, net (0.3 )   (0.0 )%   (1.2 )   (0.1 )%   (0.9 )   NM  
Total other income (expense) (140.3 )   (10.7 )%   (145.4 )   (9.9 )%   (5.1 )   3.6 %
Loss before income taxes (96.1 )   (7.3 )%   (118.3 )   (8.0 )%   (22.2 )   23.1 %
Benefit for income taxes 15.3     1.2 %   17.7     1.2 %   2.4     15.7 %
Net loss $ (80.8 )   (6.2 )%   $ (100.6 )   (6.8 )%   $ (19.8 )   24.5 %
                       
Net loss per share:                      
Basic and diluted $ (0.49 )       $ (0.49 )            
Weighted average number of shares outstanding:                      
Basic and diluted 165.4         206.2              

NM = not meaningful.





RACKSPACE TECHNOLOGY, INC.

CONSOLIDATED BALANCE SHEETS

(Unaudited)

(In millions, except per share data)   December 31,

2020
  June 30,

2021
ASSETS        
Current assets:        
Cash and cash equivalents   $ 104.7     $ 214.8  
Accounts receivable, net of allowance for doubtful accounts and accrued customer credits of $28.3 and $16.0, respectively   483.0     501.1  
Prepaid expenses   123.8     94.0  
Other current assets   47.0     75.3  
Total current assets   758.5     885.2  
         
Property, equipment and software, net   884.6     892.0  
Goodwill, net   2,761.1     2,765.8  
Intangible assets, net   1,646.3     1,553.8  
Operating right-of-use assets   171.1     151.3  
Other non-current assets   156.2     164.2  
Total assets   $ 6,377.8     $ 6,412.3  
         
LIABILITIES AND STOCKHOLDERS’ EQUITY        
Current liabilities:        
Accounts payable and accrued expenses   $ 285.4     $ 324.4  
Accrued compensation and benefits   110.6     91.5  
Deferred revenue   76.7     93.0  
Debt   43.4     23.0  
Accrued interest   26.5     26.6  
Operating lease liabilities   62.2     60.7  
Finance lease liabilities   40.7     57.3  
Financing obligations   48.8     59.8  
Other current liabilities   47.9     53.0  
Total current liabilities   742.2     789.3  
         
Non-current liabilities:        
Debt   3,319.3     3,318.7  
Operating lease liabilities   118.2     103.8  
Finance lease liabilities   358.1     361.8  
Financing obligations   74.1     80.2  
Deferred income taxes   236.7     219.1  
Other non-current liabilities   145.5     156.9  
Total liabilities   4,994.1     5,029.8  
         
Commitments and Contingencies        
         
Stockholders’ equity:        
Preferred stock, $0.01 par value per share: 5.0 shares authorized; no shares issued or outstanding        
Common stock, $0.01 par value per share: 1,495.0 shares authorized; 201.8 and 209.0 shares issued and outstanding, respectively   2.0     2.1  
Additional paid-in capital   2,363.6     2,445.3  
Accumulated other comprehensive loss   (18.6 )   (1.0 )
Accumulated deficit   (963.3 )   (1,063.9 )
Total stockholders’ equity   1,383.7     1,382.5  
Total liabilities and stockholders’ equity   $ 6,377.8     $ 6,412.3  





RACKSPACE TECHNOLOGY, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

  Six Months Ended June 30,
(In millions) 2020   2021
Cash Flows From Operating Activities      
Net loss $ (80.8 )   $ (100.6 )
Adjustments to reconcile net loss to net cash provided by operating activities:      
Depreciation and amortization 237.6      216.3   
Amortization of operating right-of-use assets 36.3      36.0   
Deferred income taxes (19.2 )   (23.1 )
Share-based compensation expense 16.6      37.6   
Gain on sale of land —      (19.9 )
Debt modification and extinguishment costs —      37.5   
Unrealized (gain) loss on derivative contracts (2.7 )   10.8   
(Gain) loss on investments, net (0.9 )   3.6   
Provision for bad debts and accrued customer credits 10.1      (8.0 )
Amortization of debt issuance costs and debt discount 9.4      4.8   
Other operating activities (1.8 )   (0.6 )
Changes in operating assets and liabilities:      
Accounts receivable (47.1 )   (8.9 )
Prepaid expenses and other current assets 2.9      11.5   
Accounts payable, accrued expenses, and other current liabilities (31.8 )   19.1   
Deferred revenue (9.0 )   16.5   
Operating lease liabilities (33.7 )   (31.9 )
Other non-current assets and liabilities 12.9      8.2   
Net cash provided by operating activities 98.8      208.9   
Cash Flows From Investing Activities      
Purchases of property, equipment and software (66.4 )   (66.0 )
Proceeds from sale of land —      31.3   
Other investing activities 3.6      3.0   
Net cash used in investing activities (62.8 )   (31.7 )
Cash Flows From Financing Activities      
Proceeds from issuance of common stock, net 0.5      —   
Proceeds from employee stock plans —      43.9   
Shares of common stock withheld for employee taxes (0.6 )   —   
Proceeds from borrowings under long-term debt arrangements 310.0      2,838.5   
Payments on long-term debt (259.5 )   (2,866.4 )
Payments for debt issuance costs (1.0 )   (34.5 )
Payments on financing component of interest rate swap —      (4.3 )
Principal payments of finance lease liabilities (7.1 )   (21.4 )
Proceeds from financing obligations 20.9      —   
Principal payments of financing obligations (19.9 )   (22.6 )
Net cash provided by (used in) financing activities 43.3      (66.8 )
Effect of exchange rate changes on cash, cash equivalents, and restricted cash (1.7 )   (0.4 )
Increase in cash, cash equivalents, and restricted cash 77.6      110.0   
Cash, cash equivalents, and restricted cash at beginning of period 87.1      108.1   
Cash, cash equivalents, and restricted cash at end of period $ 164.7      $ 218.1   

Supplemental Cash Flow Information      
Cash payments for interest, net of amount capitalized $ 131.4      $ 90.6   
Cash payments for income taxes, net of refunds $ 8.1      $ 6.5   
       
Non-cash Investing and Financing Activities      
Acquisition of property, equipment and software by finance leases $ 42.5      $ 38.4   
Acquisition of property, equipment and software by financing obligations 19.9      40.1   
Decrease in property, equipment and software accrued in liabilities (2.6 )   (3.7 )
Non-cash purchases of property, equipment and software $ 59.8      $ 74.8   
       
Non-cash increase in buildings within property, equipment and software, net due to lease modification $ 220.3      $ —   
Other non-cash investing and financing activities $ 2.3      $ 0.3   





REVENUE BY SEGMENT

    Three Months Ended June 30,   % Change
(In millions, except %)   2020   2021   Actual   Constant
Currency


(1)
Multicloud Services   $ 519.0     $ 605.1     16.6 %   14.6 %
Apps & Cross Platform   79.9     92.7     16.1 %   15.0 %
Core Revenue   598.9     697.8     16.5 %   14.6 %
OpenStack Public Cloud   57.6     46.0     (20.1 )%   (21.9 )%
Total   $ 656.5     $ 743.8     13.3 %   11.4 %

(1)   Refer to “Non-GAAP Financial Measures” in this section for further explanation and reconciliation.

    Six Months Ended June 30,   % Change
(In millions, except %)   2020   2021   Actual   Constant
Currency


(1)
Multicloud Services   $ 1,026.9     $ 1,184.7     15.4 %   13.7 %
Apps & Cross Platform   161.4     190.0     17.8 %   16.9 %
Core Revenue   1,188.3     1,374.7     15.7 %   14.1 %
OpenStack Public Cloud   120.9     95.0     (21.4 )%   (22.8 )%
Total   $ 1,309.2     $ 1,469.7     12.3 %   10.7 %

(1)   Refer to “Non-GAAP Financial Measures” in this section for further explanation and reconciliation.





NON-GAAP GROSS PROFIT BY SEGMENT

  Three Months Ended June 30,   Year-Over-Year

Comparison
(In millions, except %)  2021   2021
 
Non-GAAP gross profit by segment: Amount   % of
Segment
Revenue
  Amount   % of
Segment
Revenue
  Amount   % Change
Multicloud Services $ 200.7     38.7 %   $ 202.0     33.4 %   $ 1.3     0.6 %
Apps & Cross Platform 27.0     33.8 %   32.0     34.5 %   5.0     18.5 %
OpenStack Public Cloud 23.7     41.1 %   16.1     35.0 %   (7.6 )   (32.1 )%
Non-GAAP Gross Profit (1) 251.4         250.1         (1.3 )   (0.5 )%
Less:                      
Share-based compensation expense (2.3 )       (4.3 )            
Other compensation expense (2) (1.5 )       (0.4 )            
Purchase accounting impact on expense (3) (1.6 )       (1.2 )            
Restructuring and transformation expenses (4) (4.1 )       (8.7 )            
Total consolidated gross profit $ 241.9         $ 235.5              

(1 ) Refer to “Non-GAAP Financial Measures” in this section for further explanation.
(2 ) Adjustments for retention bonuses, mainly in connection with restructuring and transformation projects, and the related payroll tax, and payroll taxes associated with the exercise of stock options and vesting of restricted stock.
(3 ) Adjustment for the impact of purchase accounting from the November 2016 merger on expenses.
(4 ) Adjustment for the impact of business transformation and optimization activities, as well as associated severance, facility closure costs and lease termination expenses.

  Three Months Ended June 30,   Year-Over-Year

Comparison
(In millions, except %) 2021   2020  
Non-GAAP gross profit by segment:   Amount     % of

Segment

Revenue
    Amount     % of

Segment

Revenue
    Amount     % Change
Multicloud Services $ 397.5     38.7 %   $ 398.4     33.6 %   $ 0.9     0.2 %
Apps & Cross Platform 57.1     35.4 %   66.9     35.2 %   9.8     17.2 %
OpenStack Public Cloud 53.0     43.8 %   34.7     36.5 %   (18.3 )   (34.5 )%
Non-GAAP Gross Profit (1) 507.6         500.0         (7.6 )   (1.5 )%
Less:                      
Share-based compensation expense (4.1 )       (9.2 )            
Other compensation expense (2) (3.4 )       (1.7 )            
Purchase accounting impact on expense (3) (3.5 )       (2.4 )            
Restructuring and transformation expenses (4) (5.4 )       (15.9 )            
Total consolidated gross profit $ 491.2         $ 470.8              

(1 ) Refer to “Non-GAAP Financial Measures” in this section for further explanation.
(2 ) Adjustments for retention bonuses, mainly in connection with restructuring and transformation projects, and the related payroll tax, and payroll taxes associated with the exercise of stock options and vesting of restricted stock.
(3 ) Adjustment for the impact of purchase accounting from the November 2016 merger on expenses.
(4 ) Adjustment for the impact of business transformation and optimization activities, as well as associated severance, facility closure costs and lease termination expenses.





KEY OPERATING METRICS

  Three Months Ended June 30,
(In millions, except %) 2020   2021
Bookings $ 288.5     $ 258.2  
Annualized Recurring Revenue (ARR) $ 2,492.9     $ 2,817.1  





NON-GAAP FINANCIAL MEASURES


Constant Currency Revenue

We use constant currency revenue as an additional metric for understanding and assessing our growth excluding the effect of foreign currency rate fluctuations on our international business operations. Constant currency information compares results between periods as if exchange rates had remained constant period over period and is calculated by translating the non-U.S. dollar income statement balances for the most current period to U.S. dollars using the average exchange rate from the comparative period rather than the actual exchange rates in effect during the respective period. We also believe this is an important metric to help investors evaluate our performance in comparison to prior periods.

    Three Months
Ended June 30,
2020
  Three Months Ended June 30, 2021   % Change
(In millions, except %)   Revenue   Revenue   Foreign
Currency
Translation


(a)
  Revenue in
Constant
Currency
  Actual   Constant
Currency
Multicloud Services   $ 519.0     $ 605.1     $ (10.5 )   $ 594.6     16.6 %   14.6 %
Apps & Cross Platform   79.9     92.7     (0.9 )   91.8     16.1 %   15.0 %
OpenStack Public Cloud   57.6     46.0     (1.0 )   45.0     (20.1 )%   (21.9 )%
Total   $ 656.5     $ 743.8     $ (12.4 )   $ 731.4     13.3 %   11.4 %

(a) The effect of foreign currency is calculated by translating current period results using the average exchange rate from the prior comparative period.

    Six Months
Ended June 30,
2020
  Six Months Ended June 30, 2021   % Change
(In millions, except %)   Revenue   Revenue   Foreign
Currency
Translation


(a)
  Revenue in
Constant
Currency
  Actual   Constant
Currency
Multicloud Services   $ 1,026.9     $ 1,184.7     $ (17.2 )   $ 1,167.5     15.4 %   13.7 %
Apps & Cross Platform   161.4     190.0     (1.4 )   188.6     17.8 %   16.9 %
OpenStack Public Cloud   120.9     95.0     (1.6 )   93.4     (21.4 )%   (22.8 )%
Total   $ 1,309.2     $ 1,469.7     $ (20.2 )   $ 1,449.5     12.3 %   10.7 %

(a) The effect of foreign currency is calculated by translating current period results using the average exchange rate from the prior comparative period.


Non-GAAP Gross Profit

Our principal measure of segment profitability is segment non-GAAP gross profit. We also present Non-GAAP Gross Profit, which is the aggregate of segment non-GAAP gross profit, because we believe the measure is useful in analyzing trends in our underlying, recurring gross margins. We define Non-GAAP Gross Profit as our consolidated gross profit, adjusted to exclude the impact of share-based compensation expense and other non-recurring or unusual compensation items, purchase accounting-related effects, and certain business transformation-related costs. For a reconciliation of our Non-GAAP Gross Profit to our total consolidated gross profit, see “Non-GAAP Gross Profit by Segment” above.


Non-GAAP Income (Loss), Non-GAAP Operating Profit and Adjusted EBITDA

We present Non-GAAP Net Income (Loss), Non-GAAP Operating Profit and Adjusted EBITDA because they are a basis upon which management assesses our performance and we believe they are useful to evaluating our financial performance. We believe that excluding items from net income that may not be indicative of, or are unrelated to, our core operating results, and that may vary in frequency or magnitude, enhances the comparability of our results and provides a better baseline for analyzing trends in our business.

We define Non-GAAP Net Income (Loss) as net income (loss) adjusted to exclude the impact of non-cash charges for share-based compensation, special bonuses and other compensation expense, transaction-related costs and adjustments, restructuring and transformation charges, management fees, the amortization of acquired intangible assets and certain other non-operating, non-recurring or non-core gains and losses, as well as the tax effects of these non-GAAP adjustments.

We define Non-GAAP Operating Profit as net income (loss), plus interest expense and income taxes, further adjusted to exclude the impact of non-cash charges for share-based compensation, special bonuses and other compensation expense, transaction-related costs and adjustments, restructuring and transformation charges, management fees, the amortization of acquired intangible assets and certain other non-operating, non-recurring or non-core gains and losses.

We define Adjusted EBITDA as Non-GAAP Operating Profit plus depreciation and amortization.

Non-GAAP Operating Profit and Adjusted EBITDA are management’s principal metrics for measuring our underlying financial performance. Adjusted EBITDA, along with other quantitative and qualitative information, is also the principal financial measure used by management and our board of directors in determining performance-based compensation for our management and key employees.

These non-GAAP measures are not intended to imply that we would have generated higher income or avoided net losses if the November 2016 merger and the subsequent transactions and initiatives had not occurred. In the future we may incur expenses or charges such as those added back to calculate Non-GAAP Net Income (Loss), Non-GAAP Operating Profit or Adjusted EBITDA. Our presentation of Non-GAAP Net Income (Loss), Non-GAAP Operating Profit and Adjusted EBITDA should not be construed as an inference that our future results will be unaffected by these items. Other companies, including our peer companies, may calculate similarly-titled measures in a different manner from us, and therefore, our non-GAAP measures may not be comparable to similarly-titled measures of other companies. Investors are cautioned against using these measures to the exclusion of our results in accordance with GAAP.

    Three Months Ended June 30,   Six Months Ended June 30,
(In millions)   2020   2021   2020   2021
Net loss   $ (32.6 )   $ (36.6 )   $ (80.8 )   $ (100.6 )
Share-based compensation expense   9.1     20.4     16.6     37.6  
Special bonuses and other compensation expense (a)   5.8     3.0     14.1     7.0  
Transaction-related adjustments, net (b)   8.1     6.9     16.5     15.3  
Restructuring and transformation expenses (c)   22.1     39.1     37.1     77.7  
Management fees (d)   3.5         7.1      
Gain on sale of land               (19.9 )
Net (gain) loss on divestiture and investments (e)   (1.0 )   (0.1 )   (0.9 )   3.6  
Debt modification and extinguishment costs (f)       0.5         37.5  
Other (income) expense, net (g)   (0.3 )   (0.6 )   0.3     1.2  
Amortization of intangible assets (h)   44.0     47.1     88.2     93.5  
Tax effect of non-GAAP adjustments (i)   (24.4 )   (28.8 )   (36.9 )   (52.9 )
Non-GAAP Net Income   34.3     50.9     61.3     100.0  
Interest expense   68.9     50.5     140.9     103.1  
Benefit for income taxes   (12.3 )   (10.8 )   (15.3 )   (17.7 )
Tax effect of non-GAAP adjustments (i)   24.4     28.8     36.9     52.9  
Non-GAAP Operating Profit   115.3     119.4     223.8     238.3  
Depreciation (j)   72.3     59.9     149.4     121.2  
Adjusted EBITDA   $ 187.6     $ 179.3     $ 373.2     $ 359.5  

(a) Includes expense related to retention bonuses, mainly relating to restructuring and integration projects, and the related payroll tax, senior executive signing bonuses and relocation costs, and payroll taxes associated with the exercise of stock options and vesting of restricted stock.
(b) Includes legal, professional, accounting and other advisory fees related to the acquisition of Onica in the fourth quarter of 2019 and the IPO in the third quarter of 2020, integration costs of acquired businesses, purchase accounting adjustments (including deferred revenue fair value discount), payroll costs for employees that dedicate significant time to supporting these projects and exploratory acquisition and divestiture costs and expenses related to financing activities.
(c) Includes consulting and advisory fees related to business transformation and optimization activities, payroll costs for employees that dedicate significant time to these projects, as well as associated severance, facility closure costs and lease termination expenses.
(d) Represents historical management fees pursuant to management consulting agreements. The management consulting agreements were terminated effective August 4, 2020, and therefore no management fees have accrued or will be payable for periods after August 4, 2020.
(e) Includes gains and losses on investment and from dispositions.
(f) Includes expenses related to the February 2021 Refinancing Transaction and termination of the Receivables Financing Facility.
(g) Reflects mainly changes in the fair value of foreign currency derivatives.
(h) All of our intangible assets are attributable to acquisitions, including the November 2016 merger.
(i) We utilize an estimated structural long-term non-GAAP tax rate in order to provide consistency across reporting periods, removing the effect of non-recurring tax adjustments, which include but are not limited to tax rate changes, U.S. tax reform, share-based compensation, audit conclusions and changes to valuation allowances. When computing this long-term rate for the 2020 and 2021 interim periods, we based it on an average of the 2019 and estimated 2020 tax rates and 2020 and estimated 2021 tax rates, respectively, recomputed to remove the tax effect of non-GAAP pre-tax adjustments and non-recurring tax adjustments, resulting in a structural non-GAAP tax rate of 26% for all periods. The non-GAAP tax rate could be subject to change for a variety of reasons, including the rapidly evolving global tax environment, significant changes in our geographic earnings mix including due to acquisition activity, or other changes to our strategy or business operations. We will re-evaluate our long-term non-GAAP tax rate as appropriate. We believe that making these adjustments facilitates a better evaluation of our current operating performance and comparisons to prior periods.
(j) Excludes accelerated depreciation expense related to facility closures.


Non-GAAP Earnings Per Share (EPS)

We define Non-GAAP EPS as Non-GAAP Net Income divided by our GAAP weighted average number of shares outstanding for the period on a diluted basis and further adjusted for the weighted average number of shares associated with securities which are anti-dilutive to GAAP earnings per share but dilutive to Non-GAAP EPS. Management uses Non-GAAP EPS to evaluate the performance of our business on a comparable basis from period to period, including by adjusting for the impact of the issuance of shares that would be dilutive to Non-GAAP EPS.

  Three Months Ended June 30,   Six Months Ended June 30,
(In millions, except per share amounts) 2020   2021   2020   2021
Net loss attributable to common stockholders $ (32.6 )   $ (36.6 )   $ (80.8 )   $ (100.6 )
Non-GAAP Net Income $ 34.3     $ 50.9     $ 61.3     $ 100.0  
               
Weighted average number of shares – Diluted 165.5     207.9     165.4     206.2  
Effect of dilutive securities (a) 1.9     5.4     1.4     6.0  
Non-GAAP weighted average number of shares – Diluted 167.4     213.3     166.8     212.2  
               
Net loss per share – Diluted $ (0.20 )   $ (0.18 )   $ (0.49 )   $ (0.49 )
Per share impacts of adjustments to net loss (b) 0.41     0.42     0.86     0.97  
Per share impacts of shares dilutive after adjustments to net loss (a) (0.00 )   (0.00 )   (0.00 )   (0.01 )
Non-GAAP EPS $ 0.21     $ 0.24     $ 0.37     $ 0.47  

(a) Reflects impact of awards that would have been anti-dilutive to Net loss per share, and therefore not included in the calculation, but would be dilutive to Non-GAAP EPS and are therefore included in the share count for purposes of this non-GAAP measure. Potential common share equivalents consist of shares issuable upon the exercise of stock options, vesting of restricted stock or purchase under the Employee Stock Purchase Plan (the “ESPP”), as well as contingent shares associated with our acquisition of Datapipe Parent, Inc. Certain of our potential common share equivalents are contingent on Apollo achieving pre-established performance targets based on a multiple of their invested capital (“MOIC”), which are included in the denominator for the entire period if such shares would be issuable as of the end of the reporting period assuming the end of the reporting period was the end of the contingency period.
(b) Reflects the aggregate adjustments made to reconcile Non-GAAP Net Income to our net loss, as noted in the above table, divided by the GAAP diluted number of shares outstanding for the relevant period.



Equillium Announces Update to EQUALISE Study of Itolizumab in Patients with Systemic Lupus Erythematosus and Lupus Nephritis

Equillium Announces Update to EQUALISE Study of Itolizumab in Patients with Systemic Lupus Erythematosus and Lupus Nephritis

Analysis of our Type A systemic lupus erythematosus patients without lupus nephritis that had elevated baseline urine protein/creatinine and albumin/creatinine ratios demonstrated a mean decrease of 42% and 53% respectively by Day 57 following two doses of Itolizumab

The Type B lupus nephritis cohort has been expanded to include newly diagnosed patients, in addition to refractory patients, and will evaluate a single subcutaneous dose level based on Type A PK/PD results

LA JOLLA, Calif.–(BUSINESS WIRE)–
Equillium, Inc. (Nasdaq: EQ), a clinical-stage biotechnology company developing itolizumab to treat severe autoimmune and inflammatory disorders with high unmet medical need, today announced additional data from the EQUALISE Type A portion of the study in systemic lupus erythematosus (SLE) patients. The exploratory data set shows that patients without a diagnosis of lupus nephritis (LN) but with elevated urine protein/creatine ratio (UPCR) >200 mg/g (N=6, baseline geometric mean 378 mg/g)1 experienced a mean decrease from baseline in UPCR of 33% and 42% at Days 29 and 57 respectively, following subcutaneous doses of itolizumab on Days 1 and 15. Notably, one subject who had baseline UPCR of 1,505 mg/g declined to 974 mg/g at Day 29 and 857 mg/g by Day 57. Additionally, patients with elevated albumin/creatinine ratio (ACR) >30 mg/g (N=4, baseline geometric mean 97 mg/g)1 experienced a mean decrease from baseline in ACR of 22% and 53% at Days 29 and 57 respectively.

“We are intrigued by this observation from our Type A portion of the study in SLE patients who did not have a diagnosis of lupus nephritis and entered the study with elevated proteinuria, and experienced reductions in UPCR and ACR following two doses of itolizumab,” said Dolca Thomas, executive vice president of research and development and chief medical officer of Equillium. “There is ongoing research in the field of rheumatology and nephrology that suggests patients who have elevated proteinuria with UPCR greater than 200 mg/g or ACR greater that 30 mg/g, which is below the typical diagnostic threshold for LN and other kidney diseases, may have subclinical disease – sometimes referred to as silent LN – where early intervention with a safe and active therapy may prevent more severe outcomes. We are continuing to analyze this exploratory data and look forward to initial results from active LN patients in the Type B portion of the EQUALISE study that is now enrolling.”

Equillium is implementing an amendment to the Type B portion of the EQUALISE study in LN patients to include newly diagnosed patients in addition to refractory patients. The study will evaluate up to 20 patients dosed at 1.6 mg/kg subcutaneously bi-weekly for up to 24 weeks. The selection of the 1.6 mg/kg dose was based on the totality of the safety, tolerability, and PK/PD data in the Type A portion of the study that demonstrated a plateau in the reduction of CD6 cell surface expression above the 0.8 mg/kg dose; as previously reported itolizumab was safe and well tolerated through the 2.4 mg/kg dose level. Equillium expects to announce interim data from the Type B portion of the study by the end of the year. Equillium has received fast track designation from the FDA for itolizumab for the treatment of patients with lupus nephritis.

1Missing data: UPCR on one patient at Day 57, ACR on two patients at Day 29

About Systemic Lupus Erythematosus (SLE) / Lupus Nephritis (LN)

Systemic lupus erythematosus is an autoimmune disease in which the immune system attacks its own tissues, causing widespread inflammation and tissue damage in the affected organs. It can affect the joints, skin, brain, lungs, kidneys, and blood vessels. Lupus nephritis is a serious complication of SLE, occurring in approximately 30% – 60% of individuals with SLE. In LN, the body’s own immune system attacks the kidneys, causing inflammation and significantly reducing kidney function over time.

About the EQUALISE Study

The EQUALISE study is a Phase 1b open-label proof-of-concept multiple ascending-dose clinical study of itolizumab in patients with systemic lupus erythematosus and lupus nephritis. The study is evaluating the safety and tolerability of subcutaneous delivery of itolizumab in patients with systemic lupus erythematosus and lupus nephritis. The treatment period for patients with systemic lupus erythematosus is two weeks in duration, while treatment for patients with active proliferative lupus nephritis is 24 weeks in duration.

About Itolizumab

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

About Equillium

Equillium is a clinical-stage biotechnology company leveraging deep understanding of immunobiology to develop novel products to treat severe autoimmune and inflammatory disorders with high unmet medical need. Equillium is developing itolizumab for multiple severe immuno-inflammatory diseases, including acute graft-versus-host-disease (aGVHD), lupus/lupus nephritis and uncontrolled asthma.

For more information, visit www.equilliumbio.com.

Forward Looking Statements

Statements contained in this press release regarding matters that are not historical facts are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements may be identified by the use of words such as “anticipate”, “believe”, “could”, “continue”, “expect”, “estimate”, “may”, “plan”, “outlook”, “future” and “project” and other similar expressions that predict or indicate future events or trends or that are not statements of historical matters. Because such statements are subject to risks and uncertainties, actual results may differ materially from those expressed or implied by such forward-looking statements. Such statements include, but are not limited to statements regarding the potential benefit of treating patients with aGVHD, uncontrolled asthma, or lupus/lupus nephritis with itolizumab, Equillium’s plans and expected timing for developing itolizumab including the expected timing of initiating, completing and announcing further results from the EQUATE, EQUIP, and EQUALISE studies, the potential for any of Equillium’s ongoing or planned clinical studies to show safety or efficacy, statements regarding the impact of new leadership team members, Equillium’s anticipated timing of regulatory review and feedback, Equillium’s cash runway, and Equillium’s plans and expected timing for developing itolizumab and potential benefits of itolizumab. Risks that contribute to the uncertain nature of the forward-looking statements include: uncertainties related to the abilities of the leadership team to perform as expected; Equillium’s ability to execute its plans and strategies; risks related to performing clinical studies; the risk that interim results of a clinical study do not necessarily predict final results and that one or more of the clinical outcomes may materially change as patient enrollment continues, following more comprehensive reviews of the data, and as more patient data become available; potential delays in the commencement, enrollment and completion of clinical studies and the reporting of data therefrom; the risk that studies will not be completed as planned; Equillium’s plans and product development, including the initiation and completion of clinical studies and the reporting of data therefrom; whether the results from clinical studies will validate and support the safety and efficacy of itolizumab; changes in the competitive landscape; uncertainties related to Equillium’s capital requirements; and having to use cash in ways or on timing other than expected and the impact of market volatility on cash reserves. These and other risks and uncertainties are described more fully under the caption “Risk Factors” and elsewhere in Equillium’s filings and reports with the SEC. All forward-looking statements contained in this press release speak only as of the date on which they were made. Equillium undertakes no obligation to update such statements to reflect events that occur or circumstances that exist after the date on which they were made.

Investor Contact

Michael Moore

Vice President, Investor Relations & Corporate Communications

619-302-4431

[email protected]

Media Contacts

Aljanae Reynolds

Wheelhouse Life Science Advisors

[email protected]

KEYWORDS: United States North America California

INDUSTRY KEYWORDS: Biotechnology Pharmaceutical Health Clinical Trials

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urban-gro, Inc. Reports Record Second Quarter 2021 Financial Results and Provides Full Year 2021 Guidance

urban-gro, Inc. Reports Record Second Quarter 2021 Financial Results and Provides Full Year 2021 Guidance

  • Record revenues in Q2 2021 of $12.8 million compared to revenues of $4.0 million in Q2 2020, an increase of $8.8 million, or 220%
  • Record Net Income of $1.3 million, compared to a net loss of ($1.6) million in Q2 2020
  • Record Adjusted EBITDA of $0.6 million in Q2 2021 compared to $0.5 million in Q1 2021 and a negative ($0.3) million in Q2 2020
  • Achieved record project backlog of contractually committed equipment orders with deposits received of $27.9 million at the end of Q2 2021, an increase of $12.7 million, or 84% from the end of Q1 2021
  • Balance sheet remains strong with $50.4 million in cash and cash equivalents and $0 in debt
  • 2021 revenue guidance of $54-$59 million and Adjusted EBITDA guidance of $4-$5 million
  • Company to host a conference call and audio webcast on Wednesday, August 11 at 4:15 PM ET

LAFAYETTE, Colo.–(BUSINESS WIRE)–urban-gro, Inc. (Nasdaq: UGRO) (“urban-gro” or the “Company”), a fully integrated architectural, engineering and cultivation systems integration company for commercial cannabis and food-focused Controlled Environment Agriculture (“CEA”) facilities, today reported record financial results with record revenues, the 4th consecutive quarter of positive Adjusted EBITDA, overall positive net income for the first time, and a significant increase in project backlog for its second quarter ended June 30, 2021.

Bradley Nattrass, Chairman and CEO, commented, “I am excited that we achieved positive net income for the first time in our company’s 8-year history. Our backlog of signed contracts continues to build, which demonstrates a strong runway for the 2nd half of the year. With the completed acquisition of MJ12 Design Studio which now establishes urban-gro as the only fully integrated architectural, engineering and cultivation systems integration company in the industry, we anticipate that the incremental projects and cross-selling opportunities will drive further high margin revenues and profits to the business.”

Mr. Nattrass further stated, “urban-gro is in the strongest position in its history to provide customers with the expertise and speed to market required in a quickly evolving and expanding global marketplace. I am thrilled with the depth and breadth of our teams, and I believe that the accretive addition of the MJ12 Design Studio team strengthens that further.”

Dick Akright, Chief Financial Officer added, “With a solid balance sheet representing a strong liquid cash position and no debt as well as trailing twelve months revenue of $42 million, we are extremely pleased to see our 2nd consecutive quarter of positive income from operations and to achieve profitability for the first time. Given these factors and our continued momentum, we believe strongly in the current and future value of our company and have repurchased approximately 400,000 of our shares through the end of Q2 2021 at an average price of approximately $8.63.”

Second Quarter and First Half 2021 Highlights and Comparisons

  • In the second quarter 2021, urban-gro achieved profitability, generating net income of $1.3 million, or $0.11 per share, compared to a net loss of ($1.6) million in Q1 2021 or ($0.20) per share, and a net loss of ($1.6) million in Q2 2020 or ($0.33) per share, which is a year-over-year improvement of $2.9 million, driven by increased revenues, gross profits and debt forgiveness.
  • Record revenue of $12.8 million in Q2 2021 compared to $12.0 million in Q1 2021 and $4.0 million in Q2 2020, an increase of $8.8 million year over year, or 220%.
  • Record Adjusted EBITDA of $0.6 million in Q2 2021 compared to $0.5 million in Q1 2021 and a negative ($0.3) million in Q2 2020.
  • Record income from operations of $0.2 million in Q2 2021, compared with negative ($0.9) million in Q2 2020.
  • As of June 30, 2021, the Company has backlog (contractually committed equipment orders with deposits received) of $27.9 million, up from $15.2 million at the end of Q1 2021 and $14.6 million at the end of 2020.
  • In the first half of 2021, revenues increased to $24.9 million, up 201% from $8.3 million in the first half of 2020, Adjusted EBITDA grew $2.3 million to $1.1 million from a negative ($1.2) million, and income from operations grew $2.7 million to $0.4 million from a loss of ($2.3) million.

Full Year 2021 Guidance

The Company anticipates full year results in the following range:

  • 2021 full year revenue guidance of $54 to $59 million
  • 2021 full year Adjusted EBITDA guidance of $4 to $5 million

Company Highlights

  • Completed the acquisition of MJ12 Design Studio, creating the horticulture industry’s first fully integrated architecture, engineering and cultivation systems integration company.
  • Signed additional contracts in Q2 for engineering and design services in Europe.
  • Signed multiple engineering contracts for food-focused vertical farm facilities in North America.

Conference Call Details

urban-gro will host a conference call and live audio webcast to discuss the operational and financial results today, August 11, 2021 at 4:15 PM ET. Interested participants and investors may access the conference call by dialing (201) 689-8567. The live webcast will be accessible on the Events page of the Investors section of the urban-gro website, urban-gro.com, and will be archived for 90 days following the event.

Use of Non-GAAP Financial Information

We define Adjusted EBITDA as net income (loss) attributable to urban-gro, Inc., determined in accordance with GAAP, excluding the effects of certain operating and non-operating expenses including, but not limited to, interest expense, depreciation of tangible assets, amortization of intangible assets, impairment of investments, unrealized exchange losses, debt forgiveness, and stock-based compensation that we do not believe reflect our core operating performance. We use Adjusted EBITDA as a measure of our operating performance. Adjusted EBITDA is a supplemental non-GAAP financial measure, and it is not a substitute for net income (loss), income (loss) from operations, cash flows from operating activities or any other measure prescribed by GAAP.

Our board of directors and management team focus on Adjusted EBITDA as a key performance and compensation measure. We believe that Adjusted EBITDA assists us in comparing our performance over various reporting periods because it removes from our operating results the impact of items that our management believes do not reflect our core operating performance.

There are limitations to using non-GAAP measures such as Adjusted EBITDA. Although we believe that Adjusted EBITDA can make an evaluation of our operating performance more consistent because it removes items that do not reflect our core operations, other companies in our industry may define Adjusted EBITDA differently than we do. As a result, it may be difficult to use Adjusted EBITDA to compare the performance of those companies to our performance. Adjusted EBITDA should not be considered as a measure of the income generated by our business or discretionary cash available to us to invest in the growth of our business.

urban-gro, Inc.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)

(unaudited)

 
Three Months Ended June 30, Six Months Ended June 30,

2021

2020

2021

2020

Revenue
Equipment systems $

12,179,316

 

$

3,108,162

 

$

23,524,066

 

$

6,589,747

 

Consumable products

363,574

 

270,434

 

792,667

 

635,186

 

Services

288,407

 

626,668

 

548,920

 

1,041,334

 

Total Revenue

12,831,297

 

4,005,264

 

24,865,653

 

8,266,267

 

 
Cost of Revenue

9,908,913

 

2,811,812

 

19,302,626

 

5,959,327

 

Gross profit

2,922,384

 

1,193,452

 

5,563,027

 

2,306,940

 

 
Operating expenses:
General and administrative

2,400,828

 

1,560,499

 

4,597,835

 

3,655,907

 

Stock-based compensation

299,602

 

559,904

 

590,407

 

992,549

 

Total operating expenses

2,700,430

 

2,120,403

 

5,188,242

 

4,648,456

 

 
Income (loss) from operations

221,954

 

(926,951

)

374,784

 

(2,341,516

)

 
Non-operating income (expenses):
Interest expense

(4,624

)

(365,709

)

(322,067

)

(664,343

)

Interest expense – beneficial conversion of notes payable

 

 

(636,075

)

 

Loss on extinguishment of debt

 

 

(790,723

)

 

Impairment of investment

 

(310,000

)

 

(310,000

)

PPP Loan Forgiveness

1,032,316

 

1,032,316

 

Other income

7,798

 

32,690

 

10,626

 

50,258

 

Total non-operating income (expenses)

1,035,490

 

(643,019

)

(705,923

)

(924,085

)

 
Income (loss) before income taxes

1,257,444

 

(1,569,970

)

(331,138

)

(3,265,601

)

 
Income tax expense (benefit)

 

 

 

 

Net income (loss) $

1,257,444

 

$

(1,569,970

)

$

(331,138

)

$

(3,265,601

)

 
Comprehensive income (loss) $

1,257,444

 

$

(1,569,970

)

$

(331,138

)

$

(3,265,601

)

 
Earnings (loss) per share:
Earnings (loss) per share – basic $

0.11

 

$

(0.33

)

$

(0.03

)

$

(0.69

)

Earnings (loss) per share – dilutive $

0.11

 

$

(0.33

)

$

(0.03

)

$

(0.69

)

 
Weighted average share – basic

11,220,580

 

4,792,462

 

9,535,630

 

4,765,047

 

Weighted average shares – dilutive

11,725,282

 

4,792,462

 

9,535,630

 

4,765,047

 

 

The following table reconciles net loss attributable to the Company to Adjusted EBITDA for the periods presented:

 
Three months Ended June 30, Six months Ended June 30,

2021

2020

2021

2020

Net Income (Loss) $

1,257,444

 

$

(1,569,970

)

$

(331,138

)

$

(3,265,601

)

Interest expense

4,624

 

365,709

 

322,067

 

664,343

 

Interest expense – BCF

 

 

636,075

 

 

Loss on extinguishment of debt

 

 

790,723

 

 

Stock-based compensation

299,602

 

559,904

 

590,407

 

992,549

 

Impairment of investment

 

310,000

 

 

310,000

 

Depreciation and amortization

53,941

 

59,396

 

109,626

 

120,411

 

PPP Loan forgiveness

(1,032,316

)

 

(1,032,316

)

 

Adjusted EBITDA $

583,295

 

$

(274,961

)

$

1,085,444

 

$

(1,178,298

)

About urban-gro, Inc.

urban-gro, Inc. (Nasdaq: UGRO) is a fully integrated architectural, engineering and cultivation systems integration company for commercial cannabis and food-focused Controlled Environment Agriculture (“CEA”) facilities. With experience in hundreds of CEA facilities spanning millions of square feet, we engineer, design and integrate complex environmental equipment systems into high-performance facilities.

Once operational, urban-gro’s gro-care® Managed Services Platform leverages the company’s expertise to reduce downtime, provide continuity, and drive facility optimization. Operating as a crop-agnostic solutions provider in both food and cannabis CEA sectors, our crop-focused end-to-end approach provides a single point of accountability across all aspects of growing operations.

Visit urban-gro.com to discover how we help you gro plants and gro profits.

Safe Harbor Statement

This press release contains forward looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. When used in this release, terms such as “believes,” “estimates,” “should,” “could,” “would,” “plans,” “expects,” “intends,” “anticipates,” “may,” “forecasts,” “projects” and similar expressions and variations as they relate to the Company or its management are intended to identify forward-looking statements. Such forward-looking statements are based on current expectations, forecasts, and assumptions that involve risks and uncertainties that could cause actual outcomes and results to differ materially from those anticipated or expected, including statements related to the demand for our services and products, our ability to manage the adverse effect brought on by the COVID-19 pandemic, our ability to execute on our strategic plans, our ability to achieve positive cash flows or profitability, our ability to achieve and maintain cost savings, the sufficiency of our liquidity and capital resources, and our ability to achieve our key initiatives for 2021. A more detailed description of these and certain other factors that could affect actual results is included in the Company’s filings with the Securities and Exchange Commission. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof. The Company undertakes no obligation to update any forward-looking statements to reflect events or circumstances after the date hereof, except as may be required by law.

urban-gro Investor Relations

Dan Droller

EVP Corporate Development

urban-gro, Inc.

720-390-3880

[email protected]

Media Contact

Stan Wagner

Managing Director

Maverick Public Relations

303-618-5080

[email protected]

KEYWORDS: United States North America Colorado

INDUSTRY KEYWORDS: Architecture Professional Services Tobacco Agriculture Natural Resources Commercial Building & Real Estate Food/Beverage Construction & Property Retail Engineering Building Systems Consulting Manufacturing

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Stewart Named a Top 100 Financial Technology Company of 2021 by The Financial Technology Report

Stewart Named a Top 100 Financial Technology Company of 2021 by The Financial Technology Report

HOUSTON–(BUSINESS WIRE)–
Stewart Information Services Corporation (NYSE-STC) today announced that the company was named #24 on The Financial Technology Report’s annual Top 100 Financial Technology Companies list.

“To be recognized by The Financial Technology Report is another sign that Stewart is on the right track to becoming the Premier Title Services Company,” said Fred Eppinger, Stewart Chief Executive Officer. “Through strategic acquisitions and developing industry-leading technology, we’re able to offer our customers an end-to-end experience through digital mortgage solutions, digital closing tools, appraisal and valuations, and remote notary capabilities. I want to thank all of our employees worldwide who helped Stewart set financial records in 2020 despite the hardships and difficulties we all faced.”

According to the report, “The pioneering companies noted in this list have one thing in common: they are nimbler than their traditional financial services predecessors, often finding white spaces in personal and commercial finance and providing faster, more streamlined, and highly individualized service. These awardees are evidence that financial technology has unquestionably evolved.”

The Financial Technology Report selected awardees based on a thorough evaluation process. Among the key criteria considered were product quality, customer adoption, management team caliber, organizational effectiveness, and company growth among other factors.

About Stewart

Stewart (NYSE-STC) is a global real estate services company, offering products and services through our direct operations, network of Stewart Trusted Providers™ and family of companies. From residential and commercial title insurance and closing and settlement services to specialized offerings for the mortgage industry, we offer the comprehensive service, deep expertise and solutions our customers need for any real estate transaction. At Stewart, we are dedicated to becoming the premier title services company and we are committed to doing so by partnering with our customers to create mutual success. Learn more at stewart.com.

John Chattaway, Stewart Media Relations

(713) 625-8180; [email protected]

KEYWORDS: United States North America Texas

INDUSTRY KEYWORDS: Professional Services Other Construction & Property Residential Building & Real Estate Commercial Building & Real Estate Finance Construction & Property

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Lattice To Highlight Propel Design Software in Upcoming Webinar

Lattice To Highlight Propel Design Software in Upcoming Webinar

Award-winning Design Environment Accelerates Development of Embedded Vision, Artificial Intelligence, and Security Applications

HILLSBORO, Ore.–(BUSINESS WIRE)–Lattice Semiconductor Corporation (NASDAQ: LSCC), the low power programmable leader, today announced the company will highlight how to easily build, compile, analyze, and debug application systems using the Lattice Propel™ design environment in an upcoming webinar hosted by element14. Webinar attendees will learn how to use Propel to take an application design from concept to implementation via a step-by-step demonstration.

Developers building embedded vision, artificial intelligence, and security applications need design solutions that are flexible, easy-to-use, and integrate necessary design software and IP. Lattice Propel is a powerful and intuitive tool that accelerates development of Lattice FPGA-based designs for developers of any skill level, including those new to FPGA design.

Who: Lattice Semiconductor

What: Building Processor Based Systems on Lattice FPGAs Using Propel

When: Thursday, August 26 at 10am PDT

Where: https://www.element14.com/community/events/5853/l/summer-of-fpga-building-processor-based-systems-on-lattice-fpgas-using-propel (Advance registration is required)

Established in 2009, the element14 Community is the industry standard for electronics collaboration. It has popular technical blogs, videos, and webinars that provide information on the latest in electronics trends such as the Internet of Things and wireless technologies.

For more information about Lattice Propel, please visit www.latticesemi.com/LatticePropel.

About Lattice Semiconductor

Lattice Semiconductor (NASDAQ: LSCC) is the low power programmable leader. We solve customer problems across the network, from the Edge to the Cloud, in the growing Communications, Computing, Industrial, Automotive, and Consumer markets. Our technology, long-standing relationships, and commitment to world-class support let our customers quickly and easily unleash their innovation to create a smart, secure, and connected world.

For more information about Lattice, please visit www.latticesemi.com. You can also follow us via LinkedIn, Twitter, Facebook, YouTube, WeChat, Weibo, or Youku.

Lattice Semiconductor Corporation, Lattice Semiconductor (& design), and specific product designations are either registered trademarks or trademarks of Lattice Semiconductor Corporation or its subsidiaries in the United States and/or other countries. The use of the word “partner” does not imply a legal partnership between Lattice and any other entity.

GENERAL NOTICE: Other product names used in this publication are for identification purposes only and may be trademarks of their respective holders.

MEDIA CONTACT:

Sophia Hong

Lattice Semiconductor

503-268-8786

[email protected]

INVESTOR CONTACT:

Rick Muscha

Lattice Semiconductor

408-826-6000

[email protected]

KEYWORDS: United States North America Oregon

INDUSTRY KEYWORDS: Technology Semiconductor Engineering Security Other Technology Manufacturing Software Hardware Electronic Design Automation

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Shareholder Alert: Ademi LLP investigates whether Vine Energy Inc. has obtained a Fair Price in its “zero premium” transaction with Chesapeake

PR Newswire

MILWAUKEE, Aug. 11, 2021 /PRNewswire/ — Ademi LLP is investigating Vine Energy (NYSE:VEI), for possible breaches of fiduciary duty and other violations of law in its transaction with Chesapeake.

Click here to learn how to join the action: https://www.ademilaw.com/case/vine-energy-inc or call Guri Ademi toll-free at 866-264-3995. There is no cost or obligation to you.

Ademi LLP alleges Vine Energy’s financial outlook and prospects are excellent and yet Vine Energy shareholders will receive only fixed consideration of 0.2486 shares of Chesapeake common stock plus $1.20 cash per share of Vine common stock, for total consideration of $15.00 per share, comprising of 92% stock and 8% cash. The acquisition is a zero premium transaction valued at approximately $2.2 billion. The merger agreement unreasonably limits competing bids for Vine Energy by prohibiting solicitation of further bids, and imposing a substantial penalty if Vine Energy accepts a superior bid. Vine Energy insiders will receive millions of dollars as part of change of control arrangements. We are investigating the conduct of Vine Energy’s board of directors, and whether they are (i) fulfilling their fiduciary duties to all shareholders, and (ii) obtaining a fair and reasonable price for Vine Energy.

If you own Vine Energy common stock and wish to obtain additional information, please contact Guri Ademi either at [email protected] or toll-free: 866-264-3995, or https://www.ademilaw.com/case/vine-energy-inc.                        

We specialize in shareholder litigation involving buyouts, mergers, and individual shareholder rights throughout the country. For more information, please feel free to call us. Attorney advertising. Prior results do not guarantee similar outcomes.

Contacts
Ademi LLP
Guri Ademi
Toll Free: (866) 264-3995
Fax: (414) 482-8001

Cision View original content to download multimedia:https://www.prnewswire.com/news-releases/shareholder-alert-ademi-llp-investigates-whether-vine-energy-inc-has-obtained-a-fair-price-in-its-zero-premium-transaction-with-chesapeake-301353468.html

SOURCE Ademi LLP

Ginkgo Bioworks and Soaring Eagle Acquisition Corp. Announce Effectiveness of Form S-4 Registration Statement

PR Newswire

BOSTON and NEW YORK, Aug. 11, 2021 /PRNewswire/ — Ginkgo Bioworks (“Ginkgo”) and Soaring Eagle Acquisition Corp. (Nasdaq: SRNG) (“Soaring Eagle”) announced today that the Securities and Exchange Commission (the “SEC”) has declared effective the Registration Statement on Form S-4 filed by Soaring Eagle with the SEC relating to the previously announced business combination between Ginkgo and Soaring Eagle (the “Business Combination”).

“This is an important milestone in our path towards becoming a publicly traded company,” commented Jason Kelly, the co-founder and Chief Executive Officer of Ginkgo. “I want to take a moment to thank our incredible team for their hard work to get us to this point and our investors for their support over many years as we work to make biology easier to engineer.  We look forward to closing the Business Combination and continuing to partner with the team at Soaring Eagle in this next chapter.”

Ginkgo and Soaring Eagle expect to close the transaction in the third quarter, at which point Ginkgo’s Class A common stock will be listed on the New York Stock Exchange under the ticker symbol “DNA”. The Business Combination is expected to provide up to $2.5 billion of gross cash proceeds, including Soaring Eagle’s $1.725 billion of cash in trust (subject to any redemptions by Soaring Eagle shareholders) and $775 million in gross proceeds from a PIPE transaction priced at $10.00 per share of Class A common stock of Soaring Eagle to be funded immediately prior to the closing of the transaction.

About Ginkgo Bioworks

Ginkgo is building a platform to enable customers to program cells as easily as we can program computers. The company’s platform is enabling biotechnology applications across diverse markets, from food and agriculture to industrial chemicals to pharmaceuticals. Ginkgo is also actively supporting a number of COVID-19 response efforts, including K-12 pooled testing, vaccine manufacturing optimization and therapeutics discovery. In May 2021, Ginkgo announced a business combination with Soaring Eagle Acquisition Corp. (Nasdaq: SRNG), which, if completed, will result in Ginkgo, through a parent entity, Ginkgo Bioworks Holdings, Inc., becoming a public company. The transaction is expected to close in the third quarter of 2021, subject to regulatory and shareholder approvals, and other customary closing conditions. For more information, visit www.ginkgobioworks.com.

About Soaring Eagle Acquisition Corp.

Soaring Eagle Acquisition Corp. is a special purpose acquisition company founded by Harry E. Sloan, Jeff Sagansky, and Eli Baker for the purpose of effecting a merger, capital share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses.

ADDITIONAL LEGAL INFORMATION

Forward-Looking Statements Legend

This document contains certain forward-looking statements within the meaning of the federal securities laws with respect to the proposed transaction between Ginkgo and Soaring Eagle, including statements regarding the benefits of the transaction, the anticipated timing of the transaction, the services offered by Ginkgo and the markets in which it operates, and Ginkgo’s projected future results. These forward-looking statements generally are identified by the words “believe,” “project,” “expect,” “anticipate,” “estimate,” “intend,” “strategy,” “future,” “opportunity,” “plan,” “may,” “should,” “will,” “would,” “will be,” “will continue,” “will likely result,” and similar expressions. Forward-looking statements are predictions, projections and other statements about future events that are based on current expectations and assumptions and, as a result, are subject to risks and uncertainties. Many factors could cause actual future events to differ materially from the forward-looking statements in this document, including but not limited to: (i) the risk that the transaction may not be completed in a timely manner or at all, which may adversely affect the price of Soaring Eagle’s securities, (ii) the risk that the transaction may not be completed by Soaring Eagle’s business combination deadline and the potential failure to obtain an extension of the business combination deadline if sought by Soaring Eagle, (iii) the failure to satisfy the conditions to the consummation of the transaction, including the adoption of the agreement and plan of merger by the shareholders of Soaring Eagle and Ginkgo, the satisfaction of the minimum trust account amount following redemptions by Soaring Eagle’s public shareholders and the receipt of certain governmental and regulatory approvals, (iv) the lack of a third party valuation in determining whether or not to pursue the proposed transaction, (v) the occurrence of any event, change or other circumstance that could give rise to the termination of the agreement and plan of merger, (vi) the effect of the announcement or pendency of the transaction on Ginkgo business relationships, performance, and business generally, (vii) risks that the proposed transaction disrupts current plans of Ginkgo and potential difficulties in Ginkgo employee retention as a result of the proposed transaction, (viii) the outcome of any legal proceedings that may be instituted against Ginkgo or against Soaring Eagle related to the agreement and plan of merger or the proposed transaction, (ix) the ability to maintain the listing of Soaring Eagle’s securities on Nasdaq, (x) volatility in the price of Soaring Eagle’s securities due to a variety of factors, including changes in the competitive and highly regulated industries in which Ginkgo plans to operate, variations in performance across competitors, changes in laws and regulations affecting Ginkgo’s business and changes in the combined capital structure, (xi) the ability to implement business plans, forecasts, and other expectations after the completion of the proposed transaction, and identify and realize additional opportunities, and (xii) the risk of downturns in demand for products using synthetic biology. The foregoing list of factors is not exhaustive. You should carefully consider the foregoing factors and the other risks and uncertainties described in the “Risk Factors” section of Soaring Eagle’s proxy statement/prospectus relating to the transaction, and in Soaring Eagle’s other filings with the SEC. Soaring Eagle and Ginkgo caution that the foregoing list of factors is not exclusive. Soaring Eagle and Ginkgo caution readers not to place undue reliance upon any forward-looking statements, which speak only as of the date made. Neither Soaring Eagle nor Ginkgo undertake or accept any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements to reflect any change in its expectations or any change in events, conditions or circumstances on which any such statement is based.

Additional Information and Where to Find It

This document relates to a proposed transaction between Ginkgo and SRNG. This document does not constitute an offer to sell or exchange, or the solicitation of an offer to buy or exchange, any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, sale or exchange would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. In connection with the proposed transaction, SRNG filed a registration statement on Form S-4/A with the SEC on August 3, 2021, which included a proxy statement of SRNG and a prospectus of SRNG. The registration statement was declared effective by the SEC on August 11, 2021. The definitive proxy statement/prospectus will be sent to all SRNG shareholders as of the record date to be established for voting on the proposed business combination and Ginkgo stockholders. SRNG also will file other documents regarding the proposed transaction with the SEC. Before making any voting decision, investors and security holders of SRNG and Ginkgo are urged to read the registration statement, the proxy statement/prospectus and all other relevant documents filed or that will be filed with the SEC in connection with the proposed transaction as they become available because they will contain important information about the proposed transaction.

Investors and security holders may obtain free copies of the proxy statement/prospectus and all other relevant documents filed or that will be filed with the SEC by SRNG through the website maintained by the SEC at www.sec.gov. In addition, the documents filed by SRNG may be obtained free of charge by written request to SRNG at 955 Fifth Avenue, New York, NY, 10075, Attention: Eli Baker, Chief Financial Officer, (310) 209-7280.

Participants in Solicitation

Soaring Eagle’s and Ginkgo and their respective directors and officers may be deemed to be participants in the solicitation of proxies from Soaring Eagle’s shareholders in connection with the proposed transaction. Information about Soaring Eagle’s directors and executive officers and their ownership of Soaring Eagle’s securities is set forth in Soaring Eagle’s filings with the SEC. To the extent that holdings of Soaring Eagle’s securities have changed since the amounts printed in Soaring Eagle’s proxy statement, such changes have been or will be reflected on Statements of Change in Ownership on Form 4 filed with the SEC. Additional information regarding the interests of those persons and other persons who may be deemed participants in the proposed transaction may be obtained by reading the proxy statement/prospectus regarding the proposed transaction when it becomes available. You may obtain free copies of these documents as described in the preceding paragraph.

MEDIA CONTACT:

[email protected]

INVESTOR CONTACTS:

[email protected]

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SOURCE Ginkgo Bioworks

Renewables Expert Solomon Lee Van Meter Joins Bowman

Renewables Expert Solomon Lee Van Meter Joins Bowman

RESTON, Va.–(BUSINESS WIRE)–Bowman Consulting Group Ltd. (Bowman) is pleased to announce that Solomon Lee “Solly” Van Meter has joined Bowman as a Sr. Project Manager of Energy and Land Services. He will be responsible for managing land acquisition and other real estate matters on behalf of clients as well as community and governmental relations for renewable energy development projects.

“We are excited about growing our renewable energy practice with the addition of Solly and the renewable energy expertise that he brings,” said Spencer Francis, PE, Executive Vice President and Regional Manager. “He has been a trailblazer in the development of solar energy generation sites, particularly in Kentucky, as the Commonwealth moves away from fossil fuels in favor of renewable energy.”

Van Meter served as a consultant for the Carolina Solar Energy team, where his primary responsibilities included community and local government relations and project siting approval for several new solar generation developments in Kentucky – including the state’s first such facility.

As a consultant for BP Wind Energy North America, Inc., Van Meter negotiated wind lease, easements, and transmission right-of-way agreements and performed related title and due diligence field work on wind power projects in New York, Pennsylvania, Illinois, Virginia, and Michigan.

“Bowman’s push further into renewable energy checks all the boxes for me. It gives me the ability to bring a broad array of services and support to the solar developer clients I was already working with and to work with exciting new clients, all while getting to be on a team with a bunch of really smart people,” said Van Meter. “I find that doing early-stage solar development work requires me to use a distillation of almost all of my prior professional experience, not only in wind and solar development, but also in law, business, real estate development, even going all the way back to my undergrad study in agriculture.”

Van Meter received his B.S. in Agricultural Economics from the University of Kentucky, his M.B.A. from the Darden School of Business at the University of Virginia, and his J.D. from Washington and Lee University’s School of Law. He began his new Bowman position last month.

About Bowman Consulting Group Ltd. (Bowman): Headquartered in Reston, Virginia, Bowman is an established professional services firm delivering innovative engineering solutions to customers who own, develop, and maintain the built environment. With over 800 employees and more than 30 offices throughout the United States, Bowman provides a variety of planning, engineering, construction management, commissioning, environmental consulting, geomatics, survey, land procurement and other technical services to customers operating in a diverse set of regulated end markets. On May 11, 2021, Bowman completed its $51.7 million initial public offering and began trading on the Nasdaq under the symbol BWMN. For more information, visit bowman.com.

Photos upon request.

Carolyn Artman

313.269.4729

[email protected]

KEYWORDS: United States North America Virginia

INDUSTRY KEYWORDS: Consulting Residential Building & Real Estate Commercial Building & Real Estate Construction & Property Professional Services Building Systems Architecture Other Energy Utilities Alternative Energy Energy

MEDIA:

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Truist names Fadie Itayem corporate treasurer

Itayem succeeds Donna Goodrich effective Sept. 3, 2021

PR Newswire

CHARLOTTE, N.C., Aug. 11, 2021 /PRNewswire/ — Truist Financial Corporation (NYSE: TFC) today announced Fadie “Freddy” Itayem, 38, has been named corporate treasurer, effective Sept. 3, 2021. Itayem will report to Chief Financial Officer Daryl Bible and will be responsible for all Truist corporate treasury activities, including balance sheet management, investment portfolio, liquidity risk and funding, interest rate risk and pricing. Itayem succeeds Donna Goodrich who will retire following more than 35 years with Truist.

“We’re proud to welcome Freddy to his new role leading Corporate Treasury while congratulating Donna on a storybook, 35-year banking career,” Bible said. “We’re incredibly grateful for Donna’s strong, steady leadership and her numerous contributions over the years, including the recent issuance of our first social bond. We also look forward to continued success and collaboration with our business partners under Freddy’s leadership. They’re working together closely to ensure a seamless transition, which is already underway.”

Itayem is currently assistant treasurer and previously served as chief financial officer for the Truist Consumer and Wealth businesses. Itayem led corporate performance measurement, which included enterprise forecast planning and analysis, and cost management, as well as balance sheet strategy for Truist predecessor SunTrust. He began his career as part of the Fifth Third Bank Leadership Development Program, holding roles of increasing responsibility within strategic finance.

Itayem holds dual bachelor’s degrees from Florida State University and an MBA from the University of Tennessee.

Goodrich, a highly respected and proven leader at Truist and predecessor BB&T, began her banking career in 1985 through BB&T’s Leadership Development Program. She held numerous roles of increasing scope and responsibility across the bank, including in branches, mergers and acquisitions, asset management, deposits and corporate funding, client care centers, fraud, operational support and payments. Most recently, she was named corporate treasurer in 2018.


About Truist


Truist Financial Corporation is a purpose-driven financial services company committed to inspiring and building better lives and communities. Formed by the historic merger of equals of BB&T and SunTrust, Truist has leading market share in many high-growth markets in the country. The company offers a wide range of services including retail, small business and commercial banking; asset management; capital markets; commercial real estate; corporate and institutional banking; insurance; mortgage; payments; specialized lending; and wealth management. Headquartered in Charlotte, North Carolina, Truist is a top 10 U.S. commercial bank with total assets of $522 billion as of June 30, 2021. Truist Bank, Member FDIC. Learn more at Truist.com.

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SOURCE Truist Financial Corporation