Acasti Intends to Request Hearing Before Nasdaq Panel to Present Plan of Compliance

LAVAL, Québec, May 17, 2021 (GLOBE NEWSWIRE) — Acasti Pharma Inc. (“Acasti” or the “Company”) (Nasdaq: ACST and TSX-V: ACST) today announced that, on May 11, 2021, the Company received notice from the Nasdaq Listing Qualifications Department (the “Staff”) indicating that, based upon the Company’s non-compliance with the $1.00 bid price requirement set forth in Nasdaq Listing Rule 5550(a) (the “Rule”) as of May 10, 2021, the Company’s securities were subject to delisting unless the Company timely requests a hearing before the Nasdaq Hearings Panel (the “Panel”). The Company has previously disclosed and expected such notification from Nasdaq and believes it has options to regain compliance, preferably in connection with its proposed acquisition of Grace Therapeutics, Inc. (“Grace”) as is often done in connection with similar transactions.

The Company plans to timely request a hearing, which will stay any further action by Nasdaq pending the conclusion of the hearing process. Importantly, Acasti is prepared to take definitive action to regain compliance with the Rule and otherwise ensure the Company’s continued listing on Nasdaq. The Company understands that Panel hearings are typically scheduled within 30-45 calendar days of an issuer’s request, and in accordance with the Nasdaq Listing Rules, the Panel has the discretion to grant the Company an extension through November 8, 2021 to regain compliance with the Rule.

At the hearing, the Company will present a detailed plan of compliance for the Panel’s consideration, which will include the Company’s commitment to implement a share consolidation if needed to evidence compliance with the Rule. Should the Company determine that a share consolidation is necessary or otherwise advisable, the Company would likely take such action concurrent with the completion of its proposed acquisition of Grace.

The Company plans to issue an update with respect to the Nasdaq hearings process as soon as substantive updates are available.

About Acasti 
Acasti is a biopharmaceutical innovator that has historically focused on the research, development and commercialization of prescription drugs using OM3 fatty acids delivered both as free fatty acids and bound-to-phospholipid esters, derived from krill oil. OM3 fatty acids have extensive clinical evidence of safety and efficacy in lowering triglycerides in patients with hypertriglyceridemia, or HTG. CaPre, an OM3 phospholipid therapeutic, was being developed for patients with severe HTG.

Cautionary Statement Regarding Forward-Looking Statements

Statements in this press release that are not statements of historical or current fact constitute “forward-looking information” within the meaning of Canadian securities laws and “forward-looking statements” within the meaning of U.S. federal securities laws (collectively, “forward-looking statements”). Such forward-looking statements involve known and unknown risks, uncertainties, and other unknown factors that could cause the actual results of Acasti to be materially different from historical results or from any future results expressed or implied by such forward-looking statements. In addition to statements which explicitly describe such risks and uncertainties, readers are urged to consider statements labeled with the terms “believes,” “belief,” “expects,” “intends,” “anticipates,” “potential,” “should,” “may,” “will,” “plans,” “continue”, “targeted” or other similar expressions to be uncertain and forward-looking. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this press release. Forward-looking statements in this press release include, but are not limited to, statements relating to Acasti’s ability to obtain a further extension from the Panel and its ability to evidence compliance with the Nasdaq Rule within any extension period that may be granted by the Panel.

The forward-looking statements contained in this press release are expressly qualified in their entirety by this cautionary statement, the “Special Note Regarding Forward-Looking Statements” section contained in Acasti’s latest annual report on Form 10-K and quarterly report on Form 10-Q
,
which are available on EDGAR at

www.sec.gov/edgar

, on SEDAR at www.sedar.com and on the investor section of Acasti’s website at www.acastipharma.com. All forward-looking statements in this press release are made as of the date of this press release. Acasti does not undertake to update any such forward-looking statements whether as a result of new information, future events or otherwise, except as required by law. The forward-looking
statements contained herein are also subject generally to assumptions and risks and uncertainties that are described from time to time in Acasti’s public securities filings with the Securities and Exchange Commission and the Canadian securities commissions, including
Acasti’s latest annual report on Form 10-K
and quarterly report on Form 10-Q under the caption “Risk Factors”.

Neither NASDAQ, the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

Acasti Contact:

Jan D’Alvise
Chief Executive Officer
Tel: 450-686-4555
Email: [email protected]
www.acastipharma.com

Investor
Contact:

Crescendo Communications, LLC
Tel: 212-671-1020
Email: [email protected]



Cerecor to Participate in Upcoming Investor Conferences

ROCKVILLE, Md. and CHESTERBROOK, Pa., May 17, 2021 (GLOBE NEWSWIRE) — Cerecor Inc. (NASDAQ: CERC), a biopharmaceutical company focused on becoming a leader in the development and commercialization of treatments for rare and orphan diseases, today announced that members of its senior management team will participate in three upcoming virtual investor conferences.

2021 RBC Capital Markets Global Healthcare Virtual Conference
Date: Tuesday, May 18, 2021
Time: 8:35 AM ET

Oppenheimer Rare & Orphan Disease Summit
Date: Friday, May 21, 2021
1×1 meetings only

Jefferies Virtual Healthcare Conference
Date: Wednesday, June 2, 2021
Time: 1:00 PM ET

A live webcast of the presentation at the 2021 RBC Capital Markets Global Healthcare Virtual Conference and the Jefferies Virtual Healthcare Conference can be accessed under the “News/Events” page in the Investors section of the Company’s website at www.cerecor.com.

About Cerecor

Cerecor is a biopharmaceutical company focused on becoming a leader in the development and commercialization of treatments for rare and orphan diseases. The company is advancing its clinical-stage pipeline of innovative therapies that address unmet patient needs within rare and orphan diseases. The company’s rare disease pipeline includes CERC-801, CERC-802 and CERC-803, which are in development for congenital disorders of glycosylation and CERC-006, an oral mTORc1/c2 inhibitor in development for the treatment of complex lymphatic malformations. The company is also developing two monoclonal antibodies, CERC-002, and CERC-007. CERC-002 targets the cytokine LIGHT (TNFSF14) and is in clinical development for treatment of severe pediatric-onset Crohn’s disease, and COVID-19 acute respiratory distress syndrome. CERC-007 targets the cytokine IL-18 and is in clinical development for the treatment of Still’s disease (adult onset Still’s disease (AOSD) and systemic juvenile idiopathic arthritis (sJIA)), and multiple myeloma (MM). CERC-006, 801, 802 and 803 have all received Orphan Drug Designation and Rare Pediatric Disease Designation, which makes all four eligible for a priority review voucher upon FDA approval.

For more information about Cerecor, please visit www.cerecor.com.

Forward-Looking Statements

This press release may include forward-looking statements made pursuant to the Private Securities Litigation Reform Act of 1995. Forward-looking statements are statements that are not historical facts. Such forward-looking statements are subject to significant risks and uncertainties that are subject to change based on various factors (many of which are beyond Cerecor’s control), which could cause actual results to differ from the forward-looking statements. Such statements may include, without limitation, statements with respect to Cerecor’s plans, objectives, projections, expectations and intentions and other statements identified by words such as “projects,” “may,” “might,” “will,” “could,” “would,” “should,” “continue,” “seeks,” “aims,” “predicts,” “believes,” “expects,” “anticipates,” “estimates,” “intends,” “plans,” “potential,” or similar expressions (including their use in the negative), or by discussions of future matters such as: the development of product candidates or products; timing and success of trial results and regulatory review; potential attributes and benefits of product candidates; and other statements that are not historical. These statements are based upon the current beliefs and expectations of Cerecor’s management but are subject to significant risks and uncertainties, including: drug development costs, timing and other risks, including reliance on investigators and enrollment of patients in clinical trials, which might be slowed by the COVID-19 pandemic; regulatory risks; Cerecor’s cash position and the potential need for it to raise additional capital; general economic and market risks and uncertainties, including those caused by the COVID-19 pandemic; and those other risks detailed in Cerecor’s filings with the Securities and Exchange Commission. Actual results may differ from those set forth in the forward-looking statements. Except as required by applicable law, Cerecor expressly disclaims any obligations or undertaking to release publicly any updates or revisions to any forward-looking statements contained herein to reflect any change in Cerecor’s expectations with respect thereto or any change in events, conditions or circumstances on which any statement is based.

For media and investor inquiries

Chris Brinzey
Westwicke, an ICR Company
[email protected]
339-970-2843

or

Schond L. Greenway
Investor Relations
Chief Financial Officer
Cerecor Inc.
[email protected]
610-522-6200



Houseworks Announces Acquisition of Intervention Associates, a Leading Care Management Company Serving Greater Philadelphia

BOSTON & PHILADELPHIA, May 17, 2021 (GLOBE NEWSWIRE) —

HouseWorks, one of the nation’s largest independent home care companies, announced today that it has acquired Intervention Associates, a leading care management company that has served Greater Philadelphia for more than 30 years.

The acquisition of Intervention Associates adds bench strength to the HouseWorks family of companies’ in-home care services that are offered through Caring Friends Home Care in Greater Philadelphia.  Intervention Associates’ talented and experienced care managers will significantly enhance Caring Friends’ ability to provide specialized services to clients and families —becoming their ‘quarterbacks’ as they navigate every possible challenge of aging at home.

Michael Trigilio, CEO of HouseWorks commented: “I am thrilled to welcome the Intervention Associates’ care managers to the HouseWorks family. We are deeply committed to growing the Philadelphia market and providing best-in-class service to our clients and families.  Adding  professional and experienced care management services to our existing personal care service offering will be a winning combination for our clients, families, caregivers and referral partners.”

The acquisition is part of HouseWorks’ continued strategy to acquire in-home service providers that share its values and commitment to quality both within and outside its geographic footprint.



About HouseWorks

For more than 20 years, HouseWorks has provided older adults and their families the highest standard of private, dependable in-home care. Our proprietary BetterCare at Home® approach leverages personalized care services and innovative technology to guide the work of our Caregivers as we help seniors stay safe, comfortable, and engaged in their life – at home. HouseWorks is a national and local leader in home care serving Greater Boston and Philadelphia, New Hampshire and southern Maine.



Malissa Bodmann
[email protected]

Fisker and Sharp Create Technology Partnership for Creation of Next Generation Automotive Screens and Interfaces

Fisker and Sharp Create Technology Partnership for Creation of Next Generation Automotive Screens and Interfaces

  • Fisker and Sharp to co-develop interior interface technologies to support the Fisker Ocean SUV, Project PEAR, and potentially two additional Fisker vehicles.
  • Innovative display technologies to deliver class-leading resolution balanced with optimized power consumption.
  • Optimized global sourcing strategy to support the planned growth of Fisker vehicle manufacturing – also reflecting Sharp’s global production footprint.

LOS ANGELES & OSAKA, Japan–(BUSINESS WIRE)–Fisker Inc. (NYSE: FSR) (Fisker) – passionate creator of the world’s most sustainable electric vehicles and advanced mobility solutions – today announced it has serially nominated Sharp Corporation (TSE: 6753) (Sharp), part of the Hon Hai Technology Group, to develop technologies supporting next generation in-vehicle screens and interfaces. The agreement would include the co-creation of technologies and the subsequent manufacture of screens and components from Sharp to support the Ocean SUV, Project’ PEAR’ (Personal Electric Automotive Revolution), and potentially two additional Fisker vehicles.

“The nomination of Sharp brings another world-class partner into our product development and technology ecosystem,” said Fisker Chairman and Chief Executive Officer, Henrik Fisker. “Our product development process enables us to design and develop products with high quality partners like Sharp much closer to the time of launch, which in turn enables us to deliver the latest technologies to our customers. Our collaboration with Sharp is set to create exciting new automotive display systems, featuring innovative backlight solutions to improve illumination without increasing power consumption – in addition to class-leading resolution, bezels, and design.”

“Sharp Corporation is a technology driven company and has long-term display technology vision with persistent and profound R&D,” said Managing Officer of Sharp Corporation and President of Sharp Display Technology Corporation, Chien-Erh Wang. “This collaboration will bring two innovative companies together to develop and deliver creative products to the markets.”

Fisker and Sharp will work to optimize the global production strategy for all screens and related products. Aligned with each company’s Environmental, Social, and Governance (ESG) strategies and, in the function of planned global growth for Fisker’s manufacturing, the sourcing strategy will seek to balance cost, total environmental impact, and logistics.

Fisker intends to start production and deliveries on its first vehicle, the Ocean electric SUV, in Q4 2022 and unveil a production-intent prototype at the Los Angeles Auto Show® later this year. On May 13, Fisker and Foxconn announced the signing of framework agreements for Project PEAR, a breakthrough new segment vehicle to be jointly developed by both companies and sold under the Fisker brand into global markets including North America, Europe, China, and India. Project PEAR will be the company’s second model, with US production slated for Q4 2023.

For more information or interview inquiries, contact [email protected].

About Fisker Inc.

California-based Fisker Inc. is revolutionizing the automotive industry by developing the most emotionally desirable and eco-friendly electric vehicles on Earth. Passionately driven by a vision of a clean future for all, the company is on a mission to become the No. 1 e-mobility service provider with the world’s most sustainable vehicles. To learn more, visit www.FiskerInc.com – and enjoy exclusive content across Fisker’s social media channels: Facebook, Instagram, Twitter, YouTube and LinkedIn. Download the revolutionary new Fisker mobile app from the App Store or Google Play store.

About Sharp Corporation

Sharp Corporation is a worldwide developer of innovative products and core technologies that play a key role in shaping the future of electronics. Sharp sets its business vision as “Changing the World with 8K+5G and AIoT.” 8K technology creates images that reveal a world beyond our everyday reality and gives birth to thrilling new discoveries. AIoT connects people and society through artificial intelligence and IoT technology. Being the origin of countless innovations, through these ideas, Sharp will continue to revolutionize the world. Sharp Corporation employs 51,121 people around the world (as of December 31, 2020) and recorded consolidated annual sales of 2,262,284 million yen for the fiscal year ended March 31, 2020.

For more information, please visit: https://global.sharp/

Forward-Looking Statements

This press release includes forward-looking statements, which are subject to the “safe harbor” provisions of the US Private Securities Litigation Reform Act of 1995. These statements may be identified by words such as “feel,” “believes,” expects,” “estimates,” “projects,” “intends,” “should,” “is to be,” or the negative of such terms, or other comparable terminology and include, among other things, the quotations of our Chief Executive Officer and statements regarding the Company’s future performance and other future events that involve risks and uncertainties. Such forward-looking statements are not guarantees of future performance and are subject to risks and uncertainties, which could cause actual results to differ materially from the forward-looking statements contained herein due to many factors, including, but not limited to: Fisker’s limited operating history; Fisker’s ability to enter into additional manufacturing and other contracts with Magna, or other OEMs or tier-one suppliers in order to execute on its business plan; the risk that OEM and supply partners do not meet agreed upon timelines or experience capacity constraints; Fisker may experience significant delays in the design, manufacture, regulatory approval, launch and financing of its vehicles; Fisker’s ability to execute its business model, including market acceptance of its planned products and services; Fisker’s inability to retain key personnel and to hire additional personnel; competition in the electric vehicle market; Fisker’s inability to develop a sales distribution network; and the ability to protect its intellectual property rights; and those factors discussed in Fisker’s Annual Report on Form 10-K under the heading “Risk Factors,” filed with the Securities and Exchange Commission (the “SEC”) and other reports and documents Fisker files from time to time with the SEC. Any forward-looking statements speak only as of the date on which they are made, and Fisker undertakes no obligation to update any forward-looking statement to reflect events or circumstances after the date of this press release.

Fisker Inc.

Simon Sproule, SVP, Communications

310.374.6177 | [email protected]

Dan Galves, VP, Investor Relations

[email protected]

[email protected]

KEYWORDS: California United States Japan North America Asia Pacific

INDUSTRY KEYWORDS: Alternative Vehicles/Fuels Hardware General Automotive Technology Automotive

MEDIA:

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AC Immune Announces Expansion of Phase 1b/2a phospho-Tau Alzheimer’s Vaccine Trial and Provides a Program Update

Previous interim results showing strong safety and potent immunogenicity support trial expansion and advancement of ACI-35.030 into Phase 2b/3

Alternative vaccine candidate also advances to second highest dose group based on encouraging interim results

LAUSANNE, Switzerland, May 17, 2021 (GLOBE NEWSWIRE) — AC Immune SA (NASDAQ: ACIU), a clinical-stage biopharmaceutical company pioneering precision medicine for neurodegenerative diseases, today announced that the Company and its strategic partner Janssen Pharmaceuticals, Inc., have expanded the ongoing Phase 1b/2a clinical trial of the Companies’ first-in-class anti-phosphorylated-Tau (pTau) vaccine candidate ACI-35.030 for the treatment of Alzheimer’s disease (AD). The trial expansion, which is based on encouraging interim safety, tolerability and immunogenicity results to date, specifically includes vaccination of additional AD patients at the second highest dose to support continued development of ACI-35.030 into Phase 2b/3. In parallel, the trial continues to evaluate patients in the highest dose cohort, for which the first interim results will be available in Q4 2021.

Interim results from the low and second highest dose groups of the Phase 1b/2a trial showed that ACI-35.030 vaccination generated a potent antigen-specific antibody response against pTau in 100% of older patients with early AD with no clinically relevant safety concerns observed to date. These data, as well as additional interim Phase 1b/2a results, will be presented at an upcoming medical congress.

Long-term immunization with vaccines represents a valuable strategy for treatment and potentially prevention of AD and other neurodegenerative diseases. ACI-35.030 is the first AD vaccine candidate designed to generate antibodies that specifically target pathological pTau proteins in the brain. Anti-pTau antibodies generated continually in the body by ACI-35.030 have the potential to reduce and prevent the spread and seeding of Tau pathology, which is a major hallmark of AD.

Prof. Andrea Pfeifer, CEO of AC Immune SA, commented: “Expanding the second highest dose cohort will increase the amount of immunogenicity and safety data and potentially facilitate advancement into a Phase 2b/3 trial. We look forward to presenting interim results later this year and further assessing the potential of our highly promising vaccine candidate with our collaboration partner Janssen Pharmaceuticals, Inc. In parallel, we are pleased to evaluate a second alternative pTau vaccine candidate, which may provide additional optionality for future development.”

In addition to ACI-35.030, AC Immune and Janssen Pharmaceuticals, Inc., are evaluating an exploratory alternative pTau vaccine candidate, JACI-35.054, in the current Phase 1b/2a trial. Based on encouraging interim safety, tolerability and immunogenicity results from the JACI-35.054 low-dose group, enrollment of a higher dose group has been initiated.

Prof. Philip Scheltens, Professor of Neurology at Amsterdam UMC Alzheimer Center and Principal Investigator of the Phase 1b/2a study, commented: “Pathological pTau can now be detected very early in the disease process, years before Tau deposits accumulate, enabling the identification of people at risk of developing AD. Therefore, a vaccine like ACI-35.030 might not only represent a breakthrough in AD therapy, but it could be part of a prevention strategy for AD.”

AC Immune is developing ACI-35.030 and JACI-35.054 in collaboration with Janssen Pharmaceuticals, Inc., under a 2014 licensing agreement to develop and commercialize therapeutic anti-Tau vaccines for the treatment of AD and potentially other Tauopathies.

About the SupraAntigen™ platform

AC Immune’s clinically validated SupraAntigenTM platform uses proprietary liposomes to rapidly generate novel vaccines (SupraAntigen™-V) for active immunization as well as best-in-class monoclonal antibodies (SupraAntigen™-A) for passive immunization against key neurodegenerative disease targets. Antibodies generated by the platform are highly specific for the pathological conformations of misfolded proteins and have shown strong safety. The SupraAntigen™ platform has successfully generated two vaccines and two antibody candidates that have been validated in clinical studies and has led to multiple global partnerships with world-leading pharmaceutical companies. In addition to targeting Amyloid-beta and Tau, AC Immune has generated conformation-specific antibodies against emerging neurodegenerative disease targets including as alpha-synuclein, TDP-43 and the NLRP3 inflammasome pathway.

About the Phase 1b/2a pTau AD Vaccine Trial

The Phase 1b/2a study is a randomized, multicenter, double-blind, placebo-controlled clinical study with a primary objective to assess the safety, tolerability and immunogenicity of different doses of ACI-35.030 and JACI-35.054 in patients with early AD. Secondary objectives will assess additional immunogenicity parameters, while exploratory endpoints will include notable biomarkers of progression of AD as well as clinical assessments. This Phase 1b/2a study evaluating ACI-35.030 and JACI-35.054 was initiated in Q3 2019 and is currently ongoing.

About AC Immune SA

AC Immune SA is clinical-stage biopharmaceutical company that aims to become a global leader in precision medicine for neurodegenerative diseases, including Alzheimer’s disease, Parkinson’s disease, and NeuroOrphan indications driven by misfolded proteins. The Company’s two clinically validated technology platforms, SupraAntigenTM and MorphomerTM, fuel its broad and diversified pipeline of first- and best-in-class assets, which currently features nine therapeutic and three diagnostic candidates, six of which are currently in clinical trials. AC Immune has a strong track record of securing strategic partnerships with leading global pharmaceutical companies including Genentech, a member of the Roche Group, Eli Lilly and Company, and Janssen Pharmaceuticals, Inc., resulting in substantial non-dilutive funding to advance its proprietary programs and >$3 billion in potential milestone payments.

For further information, please contact:

Head of Investor Relations and

Corporate Communications

Joshua Drumm, Ph.D.
AC Immune
Phone : +1 917 809 0814
Email: [email protected]
U.S. Media

Katie Gallagher
LaVoie Health Science
Phone: +1 617 792 3937
Email: [email protected]
  European Investors & Media

Chris Maggos
LifeSci Advisors
Phone : +41 79 367 6254
Email : [email protected]

Forward-looking statements

This press release contains statements that constitute “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Forward-looking statements are statements other than historical fact and may include statements that address future operating, financial or business performance or AC Immune’s strategies or expectations. In some cases, you can identify these statements by forward-looking words such as “may,” “might,” “will,” “should,” “expects,” “plans,” “anticipates,” “believes,” “estimates,” “predicts,” “projects,” “potential,” “outlook” or “continue,” and other comparable terminology. Forward-looking statements are based on management’s current expectations and beliefs and involve significant risks and uncertainties that could cause actual results, developments and business decisions to differ materially from those contemplated by these statements. These risks and uncertainties include those described under the captions “Item 3. Key Information – Risk Factors” and “Item 5. Operating and Financial Review and Prospects” in AC Immune’s Annual Report on Form 20-F and other filings with the Securities and Exchange Commission. These include: the impact of Covid-19 on our business, suppliers, patients and employees and any other impact of Covid-19. Forward-looking statements speak only as of the date they are made, and AC Immune does not undertake any obligation to update them in light of new information, future developments or otherwise, except as may be required under applicable law. All forward-looking statements are qualified in their entirety by this cautionary statement.



Gran Colombia Declares Monthly Dividend to Be Paid on June 15, 2021

TORONTO, May 17, 2021 (GLOBE NEWSWIRE) — Gran Colombia Gold Corp. (TSX: GCM; OTCQX: TPRFF) announced today that its Board of Directors has declared the next monthly dividend of CA$0.015 per common share will be paid on June 15, 2021 to shareholders of record as of the close of business on May 31, 2021.

About Gran Colombia Gold Corp.

Gran Colombia is a Canadian-based mid-tier gold producer with its primary focus in Colombia where it is currently the largest underground gold and silver producer with several mines in operation at its high-grade Segovia Operations. Gran Colombia’s portfolio includes equity positions in several listed companies advancing gold and silver projects including a 44.3% equity interest in Aris Gold Corporation (TSX: ARIS) (Colombia – Marmato; Canada – Juby), a 17.8% equity interest in Gold X Mining Corp. (TSX-V: GLDX) (Guyana – Toroparu), a 27.3% equity interest in Denarius Silver Corp. (TSX-V: DSLV) (Spain – Lomero; Colombia – Guia Antigua and Zancudo) and a 25.8% equity interest in Western Atlas Resources Inc. (TSX-V: WA) (Nunavut – Meadowbank).

Additional information on Gran Colombia can be found on its website at www.grancolombiagold.com and by reviewing its profile on SEDAR at www.sedar.com.

Cautionary Statement on Forward-Looking Information:

This news release contains “forward-looking information”, which may include, but is not limited to, statements with respect to the payment of dividends and other anticipated business plans or strategies. Often, but not always, forward-looking statements can be identified by the use of words such as “plans”, “expects”, “is expected”, “budget”, “scheduled”, “estimates”, “forecasts”, “intends”, “anticipates”, or “believes” or variations (including negative variations) of such words and phrases, or state that certain actions, events or results “may”, “could”, “would”, “might” or “will” be taken, occur or be achieved. Forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of Gran Colombia to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. Factors that could cause actual results to differ materially from those anticipated in these forward-looking statements are described under the caption “Risk Factors” in the Company’s Annual Information Form dated as of March 31, 2021 which is available for view on SEDAR at www.sedar.com. Forward-looking statements contained herein are made as of the date of this press release and Gran Colombia disclaims, other than as required by law, any obligation to update any forward-looking statements whether as a result of new information, results, future events, circumstances, or if management’s estimates or opinions should change, or otherwise. There can be no assurance that forward-looking statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, the reader is cautioned not to place undue reliance on forward-looking statements.

For Further Information, Contact:

Mike Davies
Chief Financial Officer
(416) 360-4653
[email protected]



AppHarvest Announces Solid Q1 2021 Results in First Quarter as Publicly Traded Company

Company delivered net sales of $2.3 million in line with guidance; reiterates net sales outlook for the year of $20 to $25 million

Company’s initial harvesting from flagship Morehead, Ky. facility meeting operating and financial expectations

New project developments in Richmond and Berea, Ky. on schedule and budget

MOREHEAD, Ky., May 17, 2021 (GLOBE NEWSWIRE) — AppHarvest, Inc. (NASDAQ: APPH, APPHW), a leading AgTech company, public benefit corporation and Certified B Corp focused on farming more sustainably using up to 90% less water than open-field agriculture and only recycled rainwater, today announced operating and financial results for its first completed quarter as a public company for the quarter ending on March 31, 2021.

First Quarter 2021 Highlights

  • $2.3 million net sales in first quarter harvesting, meeting expectations
  • 3.8 million pounds of tomatoes sold
  • $4.5 million gross loss driven by launch of commercial operations, sales and training new labor force
  • $28.5 million net loss compared to $0.8 million in the prior year period in 2020
  • $12.4 million adjusted EBITDA loss compared to initial expectation of loss of $14.0 million to $16.0 million amid rapid scaling of the business
  • $297.7 million cash and cash equivalents at the end of Q1

Results

AppHarvest, which started trading on Nasdaq on February 1, generated $2.3 million in net sales in the first quarter 2021 as it began harvesting from its initial high-tech indoor farm in Morehead, Ky., representing 3.8 million pounds sold with the farm only partially planted as the facility ramped up.

“At our flagship farm in Morehead, Ky., our expert growers have ramped up production of the full 60 acres as of the first week of May,” said AppHarvest Founder and CEO Jonathan Webb. “The team is putting in place the right infrastructure for growth, taking employment from around 20 a year ago to 500 by the end of the first quarter. We plan to move ahead on two more projects this summer which will put us at five operating farms by the end of 2022, and we are well on track for 12 farms by the end of 2025.”

Development and Financing

AppHarvest is currently operating one high-tech indoor farm that is expected to produce more than 40 million pounds of tomatoes annually, with plans to build a network of 12 high-tech farms by the end of 2025. Two more high-tech farms are now under construction—one in Berea, Ky. designed to grow leafy greens, and another in Richmond, Ky. planned for tomatoes. Four more projects are slated for development, and two of those are scheduled to begin construction in the second quarter of this year.

AppHarvest purchased its flagship Morehead farm in March, giving it the ability to leverage the asset at attractive financing rates to fund more development. The company has finalized key terms for a 60% loan-to-value financing transaction for the Morehead facility at an expected interest rate of around 4 to 5%, which is expected to close in the second quarter. The company also is in negotiations for approximately $200 million of development financing for large-scale projects.

Technology

In April, the company acquired Root AI, an artificial intelligence and robotics company, and its workforce with experience in controlled environment agriculture—creating the AppHarvest technology group dedicated to making controlled environment agriculture more efficient. Chief Technology Officer Josh Lessing, Root AI’s former CEO, is leading the effort to build a digital operating model for farming with AI at its core that can manage a global network of facilities to execute complex supply chain strategies autonomously with higher returns. Based on its modeling, the company expects its investment in technology to drive both top and bottom-line results at its Farm of the Future facilities, and the technology investments are expected to raise annual run-rate adjusted EBITDA for a future 60-acre vine crop facility by approximately $7 million.

Sales and Distribution

AppHarvest has a long-term distribution agreement with Mastronardi Produce to sell all USDA Grade No. 1 tomatoes in top retail grocery and food service outlets. Volume now has increased to allow for direct shipping of full truckloads to retail customers such as Kroger and Wendy’s, building on AppHarvest’s existing relationship with Mastronardi.

Grocers and consumers increasingly are requesting U.S.-grown and chemical pesticide-free produce from companies they trust. Despite that, in 2019, more than two-thirds of vine crops for the U.S. market were imported.

“We want every AppHarvest tomato they can grow,” said Mastronardi Produce President and CEO Paul Mastronardi. “We have high demand for U.S.-grown and pesticide-free produce already, and when you combine that with the taste, color and freshness of the AppHarvest model, on top of their social mission, it’s driving our customers to ask for more.”

Financial Outlook

The company reiterated its full-year 2021 outlook of net sales of $20 to $25 million. The company updated its full-year outlook for adjusted EBITDA loss to $48.0 million to $52.0 million from a prior range of a loss of $43.0 million to $45.0 million, driven by the Root AI acquisition and other planned investment in growth.

In light of the technology investment combined with the latest view of operational performance, the company raised long-term illustrative performance on adjusted EBITDA for a 60-acre Farm of the Future producing tomatoes from $15.8 million per year, as previously presented during its Analyst Day event last December, to $23.3 million per year, resulting in a potential 17% to 23% ROIC on an unlevered basis. Further, with improved access to non-dilutive capital, the long-term illustrative performance on a leveraged basis, assuming a 60% loan-to-value, could result in 43% to 58% ROIC.

“We are pleased by our fast start to the year, the encouraging operating and financial performance of our Morehead facility and our team’s ability to scale the business. We are concentrating on executing our growth plan as we build additional facilities, funding our investments with non-dilutive capital and delivering long-term shareholder value,” said AppHarvest President David Lee.

Conference Call and Webcast

Management of AppHarvest will host a webcast and conference call to discuss its first quarter 2021 financial results and operations today at 8:30 a.m. ET. The Company will post a supplemental slide presentation in the Investor Relations section of the AppHarvest website at investors.appharvest.com to accompany the conference call. Participation instructions for the live event and replay are as follows:

Live webcast and conference call

  • Webcast: Accessible at investors.appharvest.com
  • Dial-in: 1-833-665-0607 (Domestic Toll Free) / 1-929-517-0397 (Toll/International)
  • Participant Entry Number: 7618198

Conference Replay*

  • Webcast: Accessible at investors.appharvest.com
  • Dial-in: 1-855-859-2056 (Domestic Toll Free) / 1-404-537-3406 (Toll/International)
  • Conference Number: 7618198

*Available approximately two hours after the end of the conference call through May 24, 2021.

About AppHarvest

AppHarvest is an applied technology company in Appalachia building some of the world’s largest high-tech indoor farms that grow non-GMO, chemical pesticide-free produce using up to 90% less water than open-field agriculture and only recycled rainwater while producing yields up to 30 times that of traditional agriculture on the same amount of land with zero agricultural runoff. The company combines conventional agricultural techniques with cutting-edge technology including artificial intelligence and robotics to improve access for all to nutritious food, farm more sustainably, build a more reliable domestic food supply, and increase investment in Appalachia. The company’s 60-acre Morehead, Ky. facility is among the largest indoor farms in the world. For more information, visit www.appharvest.com.

Non-GAAP Financial Measures

To supplement the Company’s unaudited condensed consolidated financial statements, which are prepared and presented in accordance with United States generally accepted accounting principles (“GAAP”), the Company uses certain non-GAAP measures, such as EBITDA or Adjusted EBITDA, to understand and evaluate its core operating performance. The Company defines and calculates Adjusted EBITDA as net loss before the impact of interest income or expense, income tax expense or benefit, depreciation and amortization, and further adjusted for the following items: stock-based compensation, transaction-related costs, remeasurement of warrant liabilities and certain other non-recurring, non-cash and non-core items. The Company believes these non-GAAP measures of financial results provide useful information to management and investors regarding certain financial and business trends relating to the Company’s financial condition and results of operations. The Company’s management uses these non-GAAP measures for trend analyses and for budgeting and planning purposes.

The Company believes that the use of these non-GAAP financial measures provides an additional tool for investors to use in evaluating projected operating results and trends. Other similar companies may present different non-GAAP measures or calculate similar non-GAAP measures differently. The Company does not consider these non-GAAP measures in isolation or as an alternative to financial measures determined in accordance with GAAP. The principal limitation of these non-GAAP financial measures is that they exclude significant expenses that are required to be presented in the Company’s GAAP financial statements. Reconciliations of non-GAAP financial measures to the most directly comparable GAAP financial measures are included in the financial tables accompanying this press release.

Adjusted EBITDA as used in connection with the Company’s 2021 outlook is a non-GAAP financial measure that excludes or has otherwise been adjusted for items impacting comparability. The Company is unable to reconcile this forward-looking non-GAAP financial measure to net income, its most directly comparable forward-looking GAAP financial measure, without unreasonable efforts, because the Company is currently unable to predict with a reasonable degree of certainty its stock-based compensation expense for 2021. In addition, the company may incur additional expenses which may impact adjusted EBITDA. Such items may include costs and expenses related to the business combination activities, income taxes and other items. The unavailable information could have a significant impact on the Company’s full year 2021 GAAP financial results.

Forward-Looking Statements

Certain statements included in this press release that are not historical facts are forward-looking statements for purposes of the safe harbor provisions under the United States Private Securities Litigation Reform Act of 1995. Forward-looking statements generally are accompanied by words such as “believe,” “may,” “will,” “estimate,” “continue,” “anticipate,” “intend,” “expect,” “should,” “would,” “plan,” “predict,” “potential,” “seem,” “seek,” “future,” “outlook,” and similar expressions that predict or indicate future events or trends or that are not statements of historical matters. All statements, other than statements of present or historical fact included in this press release, regarding AppHarvest’s future financial performance, the illustrative performance of a “Farm of the Future,” as well as AppHarvest’s growth plans and strategy, ability to capitalize on commercial opportunities, future operations, estimated financial position, estimated adjusted EBITDA, revenues and losses, projected costs, prospects, plans and objectives of management are forward-looking statements. These statements are based on various assumptions, whether or not identified in this press release, and on the current expectations of AppHarvest’s management and are not predictions of actual performance. These forward-looking statements are provided for illustrative purposes only and are not intended to serve as, and must not be relied on as, a guarantee, an assurance, a prediction, or a definitive statement of fact or probability. Actual events and circumstances are difficult or impossible to predict and will differ from assumptions. Many actual events and circumstances are beyond the control of AppHarvest. These forward-looking statements are subject to a number of risks and uncertainties, including those discussed in the Registration Statement on Form S-1 (No. 333-252964) filed with the SEC by AppHarvest on February 10, 2021 under the heading “Risk Factors,” and other documents AppHarvest has filed, or that AppHarvest will file, with the SEC. If any of these risks materialize or our assumptions prove incorrect, actual results could differ materially from the results implied by these forward-looking statements. In addition, forward-looking statements reflect AppHarvest’s expectations, plans, or forecasts of future events and views as of the date of this press release. AppHarvest anticipates that subsequent events and developments will cause its assessments to change. However, while AppHarvest may elect to update these forward-looking statements at some point in the future, AppHarvest specifically disclaims any obligation to do so. These forward-looking statements should not be relied upon as representing AppHarvest’s assessments of any date subsequent to the date of this press release. Accordingly, undue reliance should not be placed upon the forward-looking statements.



APPHARVEST, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited)

(in thousands except per share amounts)

  March 31,

2021
  December 31,

2020
Assets      
Current Assets:      
Cash and cash equivalents $ 297,660     $ 21,909  
Accounts receivable, net 1,182      
Inventories, net 4,903     3,387  
Prepaid expenses and other current assets 3,531     481  
Total current assets 307,276     25,777  
Operating lease right-of-use assets, net 1,703     1,307  
Property and equipment, net 190,962     152,645  
Other assets, net 7,481     1,188  
Total non-current assets 200,146     155,140  
Total assets $ 507,422     $ 180,917  
Liabilities and stockholders’ equity      
Current Liabilities:      
Accounts payable $ 23,070     $ 1,342  
Accrued expenses 8,204     5,184  
Current portion of lease liabilities with a related party     59,217  
Current portion of lease liabilities 300     166  
Current portion of financing obligation with a related party     58,795  
Note payable with related party     30,000  
Other current liabilities 832     77  
Total current liabilities 32,406     154,781  
Lease liabilities net of current portion 1,850     1,370  
Deferred income tax liabilities 1,769      
Private Warrant liabilities 29,920      
Other liabilities 227      
Total non-current liabilities 33,766     1,370  
Total liabilities 66,172     156,151  
Commitments and contingencies (Note 12)      
Stockholders’ equity:      
Preferred stock, par value $0.0001, 10,000 shares authorized, 0 issued and outstanding, as of March 31, 2021 and December 31, 2020, respectively      
Common stock, par value $0.0001, 750,000 shares authorized, 97,925 and 44,461 shares issued and outstanding as of March 31, 2021 and December 31, 2020, respectively 10     4  
Additional paid-in capital 491,552     45,890  
Accumulated deficit (49,643 )   (21,128 )
Accumulated other comprehensive loss (669 )    
Total stockholders’ equity 441,250     24,766  
Total liabilities and stockholders’ equity $ 507,422     $ 180,917  



APPHARVEST, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

AND COMPREHENSIVE LOSS (Unaudited)

(In thousands except per share data)

  Three Months Ended

March 31,
  2021   2020
Net sales $ 2,299     $  
Cost of goods sold 6,836      
  (4,537 )    
Operating expenses:      
Selling, general and administrative expenses 31,489     980  
Total operating expenses 31,489     980  
Loss from operations (36,026 )   (980 )
Other income (expense):      
Development fee income from a related party     134  
Interest expense from related parties (658 )   (2 )
Change in fair value of Private Warrants 9,826      
Other 356     30  
Loss before income taxes (26,502 )   (818 )
Income tax expense (2,013 )    
Net loss (28,515 )   (818 )
       
Other comprehensive loss:      
Net unrealized loss on cash flow hedges, net of tax (669 )    
Comprehensive loss $ (29,184 )   $ (818 )
       
Net loss per common share:      
Basic and diluted $ (0.35 )   $ (0.02 )
Weighted average common shares outstanding:      
Basic and diluted 80,729     32,858  



APPHARVEST, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)

(In thousands)

  Three Months Ended March 31,
  2021   2020
Operating Activities      
Net loss $ (28,515 )   $ (818 )
Adjustments to reconcile net loss to net cash used in operating activities:      
Change in fair value of Private Warrants (9,826 )    
Deferred income tax provision 2,013      
Depreciation and amortization 1,802     21  
Stock-based compensation expense 6,287     19  
Rent payments less than rent expense, net 19      
Amortization of development fee with a related party     (134 )
Changes in operating assets and liabilities      
Accounts receivable (1,182 )    
Inventory (1,516 )    
Prepaid expenses and other current assets (3,133 )   2  
Other assets (5,993 )   (20 )
Accounts payable 8     (98 )
Accrued expenses 3,694     52  
Other current liabilities (42 )   21  
Other non-current liabilities 227      
    Net cash used in operating activities (36,157 )   (953 )
Investing Activities      
Purchases of property and equipment (11,183 )   (83 )
Purchases of property and equipment from a related party (122,911 )    
Advances on equipment (444 )    
   Net cash used in investing activities (134,538 )   (83 )
Financing Activities      
Proceeds from Business Combination and PIPE Shares, net 448,500      
Payments on financing obligation to a related party (2,089 )    
Proceeds from stock option exercise 35      
Issuance of preferred stock, net     4,880  
   Net cash provided by financing activities 446,446     4,880  
   Change in cash and cash equivalents 275,751     3,844  
Cash and Cash Equivalents      
Beginning of period 21,909     6,031  
End of period $ 297,660     $ 9,875  
Non-cash Activities:      
Fixed assets purchases in accounts payable $ 20,313     $  
Fixed assets purchases in accrued liabilities $ 1,408     $  
Operating lease right-of-use assets and liabilities $ 735     $ 30  



APPHARVEST, INC. AND SUBSIDIARIES

Reconciliation of Selected GAAP Measures to Non-GAAP Measures

(In millions)


(Dollars in millions)
Three Months
Ended March 31,
2021
  Three Months
Ended March 31,
2020
Net loss $ (28.5 )   $ (0.8 )
Interest expense from related parties 0.7      
Income tax expense 2.0      
Depreciation and amortization expense 1.8      
EBITDA (24.0 )   (0.8 )
Change in fair value of Private Warrants (9.8 )    
Stock-based compensation expense 6.3      
Transaction success bonus on completion of Business Combination 1.5      
Business Combination transaction costs 13.2      
Root AI acquisition costs 0.4      
Adjusted EBITDA $ (12.4 )   $ (0.8 )



Media Contact:
Travis Parman, [email protected] 
Investor Contact: Kaveh Bakhtiari, [email protected] 
Image/Video Gallery: Available here



CAS Investment Partners Sends Letter to At Home Group’s Board of Directors

CAS Investment Partners Sends Letter to At Home Group’s Board of Directors

Largest Stockholder Intends to Vote Against the Proposed Transaction with Hellman & Friedman Under Current Terms 

Believes the Transaction Grossly Undervalues the Company and Lacks a Meaningful Premium 

Outlines an Alternative Valuation Analysis that Accounts for the Company’s Numerous Recent Improvements and Long-Term Growth and Margin Expansion Opportunities  

Urges the Board to Pursue Amended Terms that Reflect the Company’s Immense Promise and Value Creation Potential

NEW YORK–(BUSINESS WIRE)–
CAS Investment Partners, LLC (together with its affiliates, “CAS” or “we”), which beneficially owns approximately 17% of the outstanding common stock of At Home Group Inc. (NYSE: HOME) (“At Home” or the “Company”), today announced that it has sent the following letter to the Company’s Board of Directors (the “Board”):

May 16, 2021

The Board of Directors

At Home Group Inc.

1600 East Plano Parkway

Plano, Texas 75074

Dear Members of the Board of Directors,

As you know, CAS holds approximately 17% of At Home’s outstanding common stock and is currently the Company’s largest stockholder. This is why we hoped the Board would substantively engage with us following our initial outreach to you and Hellman & Friedman LLC (together with its affiliates and funds, “H&F”) last week. We are extremely disappointed that the Board ultimately chose to ignore our stated concerns regarding the proposed sale of At Home to H&F.

We are writing to you today to underscore that CAS intends to vote against the transaction as currently structured. If necessary, we are also prepared to take steps to prevent a sale to H&F under the present terms. Although this is not our preferred path, we will not sit idly by as the Board tries to push through a sale that we believe grossly undervalues the Company and deprives stockholders of anything resembling a fair premium.

The Current Transaction Terms Fail to Account for the Company’s Recent Business Improvements and Long-Term Growth Runway

Based on our most conservative analysis, H&F’s implied purchase price is a mere 12.9x fiscal year 2023 adjusted earnings.1 This valuation is based on the extremely conservative assumption that all of the significant gains across At Home’s business between fiscal year 2019 and Q1 fiscal year 2022 reverse by fiscal year 2023. Under this assumption, At Home’s revenue per store will have regressed to its prior trendline ($7.5 million per store) and the Company’s adjusted EBIT margins excluding store opening expenses will have dipped back to fiscal year 2019 levels of approximately 13.1%.2

It is important to stress just how pessimistic the “revert to 2019” case is. This case essentially writes off the many improvements at the Company in recent years, including the following:

  • Millions of consumers have discovered At Home based on unaided brand awareness increasing from 15% to 19% over the course of fiscal year 2021.3
  • The Company’s Insider Perks loyalty program, which had zero members in August 2017, grew by approximately 2.6 million to approximately 9.1 million members over the course of fiscal year 2021.4
  • The Company has gone from a non-existent e-commerce presence in fiscal year 2019 to a robust one that now enables customers to execute online purchases and arrange for in-store pick-up or direct delivery.5
  • The Company substantially improved the merchandizing of its unique offering with the introduction of EDLP+.
  • The Company has expanded its direct sourcing from practically no direct sourcing in fiscal 2018 to 15% at the end of fiscal 2020 to nearly 20% at the end of fiscal 2021, thereby driving hundreds of basis points of margin improvement on each item sourced directly while enhancing product quality.6
  • The Company’s growing store footprint and larger customer base has increased its purchasing scale and corporate leverage.
  • Many of the company’s competitors have reduced their store footprints or permanently shuttered, including Pier 1, JC Penny and Bed Bath & Beyond.

As the Board should be well aware, 12.9x earnings represents a significant discount to the broader market and most other retailers and a yawning discount to the market price for healthy, growing retailers with long runways. All of these factors have led us to a clear conclusion: while this looks like a great deal for H&F, it represents a slap in the face to stockholders.

We Contend a More Realistic Valuation of the Company Would be $70 Per Share or more.

We believe a much more realistic valuation can be determined by assuming At Home can return to ~20% store growth in fiscal year 2023 and, as a result of keeping some of the gains from fiscal year 2021 and building upon those in the subsequent years, that the Company can achieve $8.5 million in sales per store and 14% EBIT margins (net of pre-opening expenses) by fiscal year 2027. Under this scenario and operating without financial leverage, we believe the Company’s earnings can grow to approximately $6.74 per share by fiscal year 2027.

We contend that by this date, the market will likely value At Home at 20x forward profits or more given its unlevered balance sheet, the further remaining opportunity to continue expanding to 600+ stores, the potential to expand revenue per store to $10 million plus and the potential to further expand margins going forward. Considering this, we estimate that At Home’s stock would be worth more than $135 per share by the end of fiscal 2026, which is less than five years from now. Discounting this $135 back five years at the conservative rate of 13% yields a fair value of the shares of $70+ today.

We suspect stockholders could do even better than this scenario and receive a substantial distribution immediately if the Company were to leverage its balance sheet as H&F plans to do and use the proceeds to pay a dividend or conduct a tender offer.

Given the Board’s duties to stockholders, we are dismayed that it has not relied on a similarly reasonable valuation formula. Trying to sell At Home to H&F without running a comprehensive strategic review process or seeking the support of its key stockholders is equally troubling. It seems as if the Board made no legitimate effort to try to find another bidder or strategic partner that could pay a viable premium. An after the fact “go shop” does not change the fact that this transaction does appear to have been the result of a full and fair sale process.

CAS is Prepared to Vigorously Oppose the H&F Transaction if the Board Remains Committed to the Deal’s Presently Insulting Terms

We are not alone in questioning this transaction and have already heard from many other investors, who share our concerns. It seems unlikely that At Home will be able to obtain the support it needs from stockholders if its Board continues ignoring feedback and trying to spin dismal terms as viable.

It is important to note at this time that CAS is not an activist investor that seeks to engage in public disputes. If the Board wants to demonstrate a commitment to meaningful stockholder engagement and sound corporate governance, it should invite us to present our analysis and recommendations to the special committee. We are eager to engage in a private, good faith discussion.

In closing, we hope this letter helps the Board re-think its posture and start advocating for its most important constituency: At Home’s stockholders. However, if our concerns continue fall on deaf ears and the terms of the proposed transaction are not promptly amended, we are prepared to take action to oppose the deal.

Sincerely,

Clifford A. Sosin

Founder and Portfolio Manager

CAS Investment Partners, LLC

***

About CAS Investment Partners, LLC

CAS Investment Partners, LLC is a value-focused investment management firm with offices in New York City and Connecticut. The firm was founded in 2012 by Clifford A. Sosin.

 


1 CAS analysis excludes pre-opening store expenses.

2 CAS FY 2019 adjusted EBIT excluding store opening expenses as follows: Adjusted EBITDA of $191,245 plus costs associated with new store openings of $18,656, minus stock based compensation expense of $5,530 minus depreciation and amortization $56,529 equals Adj EBIT ex preopening expense of $153,003, which divided by $1,165,899 of sales yields a 13.1% margin.

3 Company presentation.

4 Company presentation.

5 Company filings.

6 Company’s fourth quarter fiscal year 2021 conference call transcript.

Profile

Charlotte Kiaie / Bela Kirpalani, 347-343-2999

[email protected] / [email protected]

KEYWORDS: New York United States North America

INDUSTRY KEYWORDS: Banking Professional Services Finance

MEDIA:

Columbia Care Reports Record First Quarter 2021 Results; Reaffirms 2021 Guidance

Columbia Care Reports Record First Quarter 2021 Results; Reaffirms 2021 Guidance

  • Record 1Q Combined Revenue of $92.5 Million, an Increase of 220% YoY
  • Record 1Q Combined Adjusted Gross Profit of $37.7 Million, an Increase of 316% YoY
  • Record 1Q Combined Adjusted EBITDA of $10.4 Million, an increase of $20 Million YoY
  • Reaffirms 2021 Combined Revenue of $500 – $530 Million and Adjusted EBITDA Guidance of $95 – $105 Million as Green Leaf Acquisition Remains on Track for Closing at beginning of 3Q
  • Raised US$140M in 1Q, Bolstering Liquidity Position in Support of Long-Term Growth Initiatives; Ended 1Q with Cash Balance of US$176M
  • Closed Acquisition in April of 34-Acre Cultivation and Manufacturing Site in New York with ~1M square feet of Developed, Operational, Cost-Effective Cultivation Capacity – Affirms Leadership Position as New York’s Most Scaled Cultivator
  • Launched Cannabist as National Dispensary Network Leveraging Proprietary Technology Platforms and Cohesive Retail Ecosystem to Provide a Personalized, Seamless Experience from Coast to Coast

NEW YORK–(BUSINESS WIRE)–
Columbia Care Inc. (NEO: CCHW) (CSE: CCHW) (OTCQX: CCHWF) (FSE: 3LP) (“Columbia Care” or the “Company”) today reported financial and operating results for the first quarter ended March 31, 2021. All financial information is unaudited and provided in US dollars unless otherwise indicated.

“We sustained our record 2020 momentum into the first quarter of 2021, with significant growth across both the top and bottom line,” said Nicholas Vita, CEO of Columbia Care. “Our combined revenue results reflect organic growth and further integration progress on key California and Colorado acquisitions. We continue to build scale and leverage in our existing markets, leading to positive trendlines for growth and profitability. The sequential increase in combined revenue and Adjusted EBITDA more than offset expected seasonality in Colorado and recently lifted COVID restrictions in California and was driven by substantial growth in Florida, Arizona, Illinois, and Ohio. Legacy Columbia Care same store sales increased 60 percent year over year.

“Recognizing the tremendous opportunity we have before us, we continue to deepen our state, regional and national footprint by adding scale to capitalize on additional upside in rapidly expanding medical programs and, in particular, in markets transitioning to adult-use across the country. Significant strategic investments in markets such as New York, New Jersey and Virginia will enable us to be the most efficient and scaled leaders in those markets and will cement our position as the industry leader on the east coast.

Vita continued, “We are leveraging our vertically integrated national platform and advancing our ongoing product and retail branding initiatives. Last week, we unveiled the Cannabist retail ecosystem, which is now open in Utah, a new market for Columbia Care, bringing our active market total to 15 nationwide. The Cannabist experience will be introduced across additional locations in the coming months – from San Diego to Boston – complementing the ongoing nationwide rollout of our product brands such as Seed & Strain, Triple Seven, Press, Amber and Classix.

“As we look ahead, we remain on track to close the acquisition of Green Leaf Medical (gLeaf) by the beginning of the third quarter, which will solidify our fully integrated leadership presence in Pennsylvania, Maryland, Ohio and Virginia. We have dispensaries currently in development in Missouri, New Jersey, Virginia, and West Virginia that will open in 2021, with additional locations in the commercialization pipeline, along with significant cultivation and production upgrades throughout our portfolio.”

First Quarter 2021 Financial Highlights1(in $ thousands, excl. margin items):

Q1 2021

Q4 2020

Q1 2020

% QoQ

% YoY

Combined Results
Revenue

$

92,492

 

$

81,799

 

$

28,936

 

13

%

220

%

Adj. Gross Profit[1]

$

37,720

 

$

33,976

 

$

9,068

 

11

%

316

%

Adj. Gross Margin[1]

 

41

%

 

42

%

 

31

%

-75bps 944bps
Adj. EBITDA

$

10,410

 

$

9,468

 

$

(9,865

)

10

%

N/A

 

Reported Results
Revenue

$

86,095

 

$

76,064

 

$

26,323

 

13

%

227

%

Gross Profit

$

34,994

 

$

30,368

 

$

8,033

 

15

%

336

%

Gross Margin

 

41

%

 

40

%

 

31

%

72bps 1,013bps
Adj. EBITDA

$

9,076

 

$

8,303

 

$

(10,037

)

9

%

N/A

Cash

$

176,498

 

$

61,111

 

$

26,858

 

189

%

557

%

[1]Excludes changes in fair value of biological assets and inventory sold for all periods presented, as well as $1.4 million in Q4 2020 and $0.1 million in Q1 2021 related to the write-up of inventory acquired in The Green Solution, Project Cannabis and The Healing Center San Diego.

First quarter 2021 combined and reported results include contribution from The Healing Center San Diego (THCSD), which the company acquired on January 7, 2021.

Selected State Level Highlights:

Arizona:

  • Same store sales increased approximately 70% from the same period last year, driven largely by the accelerated statewide roll-out of adult-use sales in January
  • Expanding manufacturing in Tempe and upgrading cultivation facility in Chino Valley for additional wholesale and retail supply in 2H2021
  • Continued focus on increasing gross margin, above 54% in 1Q, through new product offerings and supply chain management, inclusive of yield improvement, plant count and wholesale agreements

California:

  • Sequential revenue growth of nearly 3x with addition of acquisitions, increasing wholesale momentum throughout 1Q
  • Experienced softness across market-wide retail and wholesale revenue related to COVID-19 restrictions in January, February and early March – with noticeable uptick towards end of quarter
  • Began first phase of manufacturing Project Cannabis finished goods out of De Soto facility towards the end of 1Q
  • Gross margin increased 10 percentage points QoQ, driven by accretive margins from Project Cannabis and THCSD
  • Top five market by Combined Revenue and Adjusted EBITDA in 1Q 2021

Colorado

  • Revenue improved 27% YoY and 1Q gross margin was 42%; sequential results slowed in 1Q due to expected seasonality and decision to partially take off-line and upgrade largest indoor grow in preparation for ‘100 days of heat’ during 2Q and 3Q leading to accelerated GM and EBITDA expansion in 2Q and 2H2021
  • Used market seasonality to purchase 3rd party finished goods in wholesale market to build inventory in anticipation of 2/3Q state-wide supply shortages
  • Implementing cultivation improvements to increase yields and utilization of manufacturing capacity in order to drive margin improvement in 2021
  • Top five market by Combined Revenue and Adjusted EBITDA in 1Q 2021

Florida:

  • Revenue up 58% sequentially in 1Q 2021 and 3x YoY with significant same-store sales expansion, due to dispensary-level supply chain improvements and flower availability
  • Implemented more efficient in-store processes, expanded product offerings, and updated dispensary websites across retail footprint
  • Restructured production planning process resulted in a 61% quarterly improvement in cultivation yields; gross margin increased more than 2,000bps QoQ in 1Q
  • Commercialization at our Alachua greenhouse complex initiated at the end of 1Q slowed GM improvement trendline; first harvest expected by end of 2Q providing significant scale to drive gross margin at accelerated pace in 2H2021

Illinois:

  • Revenue up over 2x YoY, with continued robust retail sales performance and contribution from adult-use sales
  • Working to secure approval to open completed Chicago dispensary expansion, which would triple the size of current retail square footage
  • New product strains continue to drive foot traffic and generate positive reviews throughout the market
  • Automated machinery will arrive in 2Q to drive Aurora facility utilization and reduce variable labor costs, development of infrastructure for new product launches slowed margin gains due to absorption allocations but are expected to accelerate into 2Q and 2H

Massachusetts:

  • Sustained YoY revenue growth trajectory, driven by earlier than expected contributions from wholesale revenue; partially offset by supply constraints
  • Adult-use sales remain on track to begin late 2Q 2021 at the co-located store in downtown Boston, the first Cannabist location in MA
  • Modest sequential Gross Margin decline in 1Q due to supply chain constraints, ongoing construction and expansion activity at the Lowell cultivation and manufacturing facility in preparation for automated post-harvest equipment installation; will result in increased capacity utilization and throughput beginning in late 2Q
  • Top five market by Combined Revenue and Adjusted EBITDA in 1Q 2021

New Jersey:

  • Retail sales growth outperformed expectations YoY and doubled sequentially
  • Significant drag on overall gross margin due to accelerated development of cultivation and manufacturing fixed assets; first significant harvest from legacy Vineland facility expected in 3Q
  • Two additional dispensaries to open in 2021: Deptford in 2Q and a third by year end to match expanded cultivation capacity, bringing total to the state maximum of three; both will be Cannabist locations
  • Second cultivation and production facility in Vineland providing 250,000sqft of canopy, manufacturing, and distribution space to support medical and adult-use is slated for commercialization in 4Q

New York:

  • Revenue up +60% YoY, in part driven by wholesale and strong home delivery program
  • Gross Margin softness reflected ongoing expansion projects in both cultivation and manufacturing
  • Acquisition of Long Island cultivation facility (~1Msqft), offers the opportunity to scale with growing demand and potential for social equity partnerships
  • Legislative approval of adult-use sales and expansion of medical program, including flower sales, provides significant upside; as an existing Registered Organization, we will be able to add four incremental medical dispensaries and co-locate three adult-use facilities for a total of eight

Ohio:

  • Robust performance across both retail and wholesale, with same store sales up more than 3x YoY and with wholesale relationships with more than 85% of dispensaries in the state
  • Commenced operations at manufacturing facility, which is now producing and selling finished goods
  • Canopy expansion underway at existing cultivation facility expected to be completed by end of 3Q or mid 4Q 2021, with first material harvest in early 2022
  • Top five market by Combined Revenue and Adjusted EBITDA in 1Q 2021

Pennsylvania:

  • Revenue momentum continues to accelerate, up 80% YoY
  • Increased operational hours in 1Q to drive revenue growth, as weather and COVID-19 restrictions impacted early months
  • Adding incremental canopy, pending acquisition of gLeaf, to support 2022 growth opportunities and drive gross margin improvement
  • Top five market by Combined Revenue and Adjusted EBITDA in 1Q 2021

Virginia:

  • First market to be EBITDA positive in first quarter of revenue generation
  • Sales increased more than 50% each month of operations; average dispensary sales of ~$165 per basket
  • First harvest achieved in 1Q; developing significant cultivation expansion plan to meet expected market demand with flower entering medical program
  • On track to expand Columbia Care retail footprint to six dispensaries and incremental cultivation and manufacturing capacity by year end

2021 Outlook

Metric

Pro Forma Guidance

Combined Revenue

$500M – $530M

Combined Adjusted Gross Margin

47%+

Combined Adjusted EBITDA

$95M – $105M

Columbia Care’s 2021 outlook is based on current trends and is consistent with the forecast previously provided on March 16, 2021.

Columbia Care’s pro forma 2021 outlook assumes the Company’s pending acquisition of gLeaf closes early in the third quarter but does not include any contribution from future acquisitions, nor does it assume any changes in the regulatory environment in markets where Columbia Care currently operates, such as the pending adult-use program in New Jersey, or the potential for the addition of flower sales in New York and Virginia during 4Q 2021. The outlook also excludes markets where a conversion from medical only to adult use is pending, such as New York and Virginia. See “Caution Concerning Forward-Looking Statements” below for further discussion.

Conference Call and Webcast Details

The Company will host a conference call on Monday, May 17, 2021 at 8:00 a.m. ET to discuss its financial and operating results for the first quarter of 2021.

To access the live conference call via telephone, please dial 1-877-407-8914 (US Callers) or 1-201-493-6795 (international callers). A live audio webcast of the call will also be available in the Investor Relations section of the Company’s website at https://ir.col-care.com/ or at https://78449.themediaframe.com/dataconf/productusers/colc/mediaframe/44932/indexl.html.

A replay of the audio webcast will be available in the Investor Relations section of the Company’s website approximately two hours after completion of the call and will be archived for 30 days.

Non-IFRS Financial Measures

In this press release, Columbia Care refers to certain non-IFRS financial measures, Combined Revenue, Adjusted EBITDA, Combined Adjusted EBITDA, gross profit excluding changes in fair value of biological assets and inventory sold and Combined Gross Profit excluding changes in fair value of biological assets and inventory sold. These measures do not have any standardized meaning prescribed by IFRS and may not be comparable to similar measures presented by other companies. Columbia Care considers certain non-IFRS measures to be meaningful indicators of the performance of its business. A reconciliation of such non-IFRS financial measures to their nearest comparable IFRS measure is included in this press release and a further discussion of some of these items is contained in the Company’s Management’s Discussion and Analysis for the three months ended March 31, 2021.

About Columbia Care Inc.

Columbia Care is one of the largest and most experienced cultivators, manufacturers and providers of medical and adult use cannabis products and related services with licenses in 18 U.S. jurisdictions and the EU. Columbia Care operates 122 facilities2 including 92 dispensaries and 30 cultivation and manufacturing facilities. Columbia Care is one of the original providers of medical cannabis in the United States, and continues to deliver an industry-leading, patient-centered medicinal cannabis operation that has quickly expanded into the adult use market as a premier operator. The company currently offers products spanning flower, edibles, oils, capsules and tablets, and manufactures popular brands including Seed & Strain, Amber and Platinum Label CBD. With more than four million sales transactions since its inception in 2012, Columbia Care is known for setting the standard for compassion, professionalism, quality, care, and innovation in the rapidly expanding cannabis industry. For more information on Columbia Care, please visit www.col-care.com.

1 Combined Results include dispensary and manufacturing operations in Ohio. Consolidation of these businesses will follow closing of executed purchase option agreements which are subject to regulatory review.

2Pro forma facilities either open or under development

Caution Concerning Forward-Looking Statements

This press release contains certain statements that constitute forward-looking information within the meaning of applicable securities laws (“forward-looking statements”). Statements concerning Columbia Care’s objectives, goals, strategies, priorities, intentions, plans, beliefs, expectations and estimates, and the business, operations, financial performance and condition of Columbia Care as well as statements under the heading “2021 Outlook” are forward-looking statements. The words “believe”, “expect”, “anticipate”, “estimate”, “intend”, “may”, “will”, “would”, “could”, “should”, “continue”, “plan”, “goal”, “objective”, and similar expressions and the negative of such expressions are intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words.

Certain material factors and assumptions were applied in providing these forward-looking statements. Forward-looking information involves numerous assumptions, including assumptions on revenue and expected gross margins, capital allocation, EBITDA break even targets and other financial results; growth of its operations via expansion, for the effects of any transactions; expectations for the potential benefits of any transactions including the acquisition of Green Leaf Medical; statements relating to the business and future activities of, and developments related to, the Company after the date of this press release, including such things as future business strategy, competitive strengths, goals, expansion and growth of the Company’s business, operations and plans; expectations that planned acquisitions (including the acquisition of Green Leaf Medical) will be completed as previously announced; expectations regarding cultivation and manufacturing capacity; expectations regarding receipt of regulatory approvals; expectations that licenses applied for will be obtained; potential future legalization of adult-use and/or medical cannabis under U.S. federal law; expectations of market size and growth in the U.S. and the states in which the Company operates; expectations for other economic, business, regulatory and/or competitive factors related to the Company or the cannabis industry generally; and other events or conditions that may occur in the future. Forward-looking statements may relate to future financial conditions, results of operations, plans, objectives, performance or business developments. These statements speak only as at the date they are made and are based on information currently available and on the then current expectations. Holders of securities of the Company are cautioned that forward-looking statements are not based on historical facts but instead are based on reasonable assumptions and estimates of management of the Company at the time they were provided or made and involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of the Company, as applicable, to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements, including, but not limited to, risks and uncertainties related to: the available funds of the Company and the anticipated use of such funds; the availability of financing opportunities; legal and regulatory risks inherent in the cannabis industry; risks associated with economic conditions, dependence on management and currency risk; risks relating to U.S. regulatory landscape and enforcement related to cannabis, including political risks; risks relating to anti-money laundering laws and regulation; other governmental and environmental regulation; public opinion and perception of the cannabis industry; risks related to contracts with third-party service providers; risks related to the enforceability of contracts; reliance on the expertise and judgment of senior management of the Company, and ability to retain such senior management; risks related to proprietary intellectual property and potential infringement by third parties; risks relating to the management of growth; increasing competition in the industry; risks inherent in an agricultural business; risks relating to energy costs; risks associated to cannabis products manufactured for human consumption including potential product recalls; reliance on key inputs, suppliers and skilled labor; cybersecurity risks; ability and constraints on marketing products; fraudulent activity by employees, contractors and consultants; tax and insurance related risks; risks related to the economy generally; risk of litigation; conflicts of interest; risks relating to certain remedies being limited and the difficulty of enforcement of judgments and effect service outside of Canada; risks related to future acquisitions or dispositions; sales by existing shareholders; limited research and data relating to cannabis; as well as those risk factors discussed under “Risk Factors” in Columbia Care’s Annual Information Form dated March 31, 2021 and filed with the applicable Canadian securities regulatory authorities on SEDAR at www.sedar.com, in the Company’s Annual Information Form, and as described from time to time in documents filed by the Company with Canadian securities regulatory authorities.

The purpose of forward-looking statements is to provide the reader with a description of management’s expectations, and such forward-looking statements may not be appropriate for any other purpose. In particular, but without limiting the foregoing, disclosure in this press release as well as statements regarding the Company’s objectives, plans and goals, including future operating results and economic performance may make reference to or involve forward-looking statements. Although the Company believes that the expectations reflected in such forward-looking statements are reasonable, it can give no assurance that such expectations will prove to have been correct. A number of factors could cause actual events, performance or results to differ materially from what is projected in the forward-looking statements. No undue reliance should be placed on forward-looking statements contained in this press release. Such forward-looking statements are made as of the date of this press release. Columbia Care undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by applicable law. The Company’s forward-looking statements are expressly qualified in their entirety by this cautionary statement.

This news release contains future-oriented financial information and financial outlook information (collectively, “FOFI”) about Columbia Care’s combined revenue, combined gross margins and combined adjusted EBITDA, all of which are subject to the same assumptions, risk factors, limitations, and qualifications as set forth in the above paragraph. FOFI contained in this document was approved by management as of the date of this document and was provided for the purpose of providing further information about Columbia Care’s future business operations. Columbia Care disclaims any intention or obligation to update or revise any FOFI contained in this document, whether because of new information, future events or otherwise, unless required pursuant to applicable law. Readers are cautioned that the FOFI contained in this document should not be used for purposes other than for which it is disclosed herein.

TABLE 1 – CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(in US $ thousands, except share and per share figures, unaudited)

 

Three Months Ended

Three Months Ended

March 31, 2021

March 31, 2020

 
Revenue

$

86,095

 

$

26,323

 

Production costs

 

(51,101

)

 

(18,290

)

 
Gross profit before fair value adjustments

 

34,994

 

 

8,033

 

Fair value adjustments biological assets and inventory, net

 

10,033

 

 

4,558

 

 
Gross profit

 

45,027

 

 

12,591

 

Operating expenses

 

(47,516

)

 

(31,569

)

 
Loss from operations

 

(2,489

)

 

(18,978

)

Other expense, net

 

(7,827

)

 

(960

)

Income tax expense

 

(5,009

)

 

(710

)

 
Net loss

 

(15,325

)

 

(20,648

)

Net loss attributable to non-controlling interests

 

88

 

 

(538

)

 
Net loss attributable to Columbia Care shareholders

 

(15,413

)

$

(20,110

)

 
Weighted average common shares outstanding – basic and diluted

 

294,815,943

 

 

216,539,508

 

 
Earnings per common share attributable to Columbia Care shareholders – basic and diluted

$

(0.05

)

$

(0.09

)

 
 

TABLE 2 – RECONCILIATION OF IFRS TO NON-IFRS MEASURES

(in US $ thousands, unaudited)

 

Three Months Ended

Three Months Ended

March 31, 2021

March 31, 2020

 
Net loss

$

(15,325

)

$

(20,648

)

Income tax expense

 

5,009

 

 

710

 

Depreciation and amortization

 

12,095

 

 

5,728

 

Net interest and debt amortization

 

7,573

 

 

797

 

 
EBITDA

$

9,352

 

$

(13,413

)

 
Share-based compensation

 

7,669

 

 

7,116

 

Fair value adjustments biological assets and inventory, net

 

(10,033

)

 

(4,558

)

Fair value mark-up for acquired inventory

 

140

 

 

 

Adjustments for acquisition and other non-core costs

 

1,769

 

 

818

 

Fair value changes on derivative liabilities

 

179

 

 

 

 
Adjusted EBITDA

$

9,076

 

$

(10,037

)

 
 

TABLE 3 – CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOW

(in US $ thousands, unaudited)

 

Three Months Ended

Three Months Ended

March 31, 2021

March 31, 2020

 
Net cash used in operating activities

$

(1,268

)

$

(10,430

)

Net cash used in investment activities

 

(10,142

)

 

(22,816

)

Net cash provided by financing activities

 

126,797

 

 

12,640

 

Net (decrease) increase in cash

 

115,387

 

 

(20,606

)

Cash balance – beginning of period

 

61,111

 

 

47,464

 

Cash balance – end of period

 

176,498

 

 

26,858

 

 
 
 

TABLE 4 – CONDENSED CONSOLIDATED STATEMENTS OF FINANCIAL POSITION (SELECT ITEMS)

(in US $ thousands, unaudited)

 
 

March 31, 2021

March 31, 2020

 
Cash

$

176,498

 

$

26,858

 

Total current assets

 

342,408

 

 

138,798

 

Property and equipment, net

 

119,971

 

 

122,057

 

Right of use assets

 

189,746

 

 

82,279

 

Total assets

 

941,605

 

 

408,085

 

Total current liabilities

 

160,765

 

 

37,468

 

Total liabilities

 

488,454

 

 

153,282

 

Total equity

 

453,151

 

 

254,803

 

 
 
 

TABLE 5 – COMBINED FINANCIALS AND RECONCILIATIONS

(in US $ thousands, unaudited)

 

Three Months Ended

Three Months Ended

March 31, 2021

March 31, 2020

 
Revenue, as reported

$

86,095

 

$

26,323

 

CannAscend revenues

 

6,587

 

 

2,613

 

Eliminations

 

(190

)

 

 

Combined revenue

 

92,492

 

 

28,936

 

 
Gross profit, as reported

$

34,994

 

$

8,033

 

CannAscend gross profit

 

2,666

 

 

1,035

 

Eliminations

 

(80

)

 

 

Combined gross profit

 

37,580

 

 

8,033

 

 
Adjusted EBITDA, as reported

$

9,076

 

$

(10,037

)

CannAscend adjusted EBITDA

 

1,444

 

 

172

 

Eliminations

 

(110

)

 

 

Combined adjusted EBITDA

 

10,410

 

 

(9,865

)

 

Investor Contact

Lee Ann Evans

Investor Relations

+1.212.271.0915

[email protected]

Media Contact

Lindsay Wilson

Columbia Care

+1.978.662.2038

[email protected]

Gabriella Velez

5WPR

[email protected]

KEYWORDS: United States North America Canada New York

INDUSTRY KEYWORDS: Alternative Medicine Retail Health Agriculture Natural Resources Specialty Pharmaceutical

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REPEAT — Fortress Biotech Reports First Quarter 2021 Financial Results and Recent Corporate Highlights


Rolling NDA submission for CUTX-101 for the treatment of Menkes disease is expected to begin in the second half of 2021


On track to report top-line results from the registration-enabling study of cosibelimab in metastatic cutaneous squamous cell carcinoma by year-end 2021


Ended first quarter 2021 with $291.5 million in consolidated cash, cash equivalents and restricted cash

NEW YORK, May 17, 2021 (GLOBE NEWSWIRE) — Fortress Biotech, Inc. (NASDAQ: FBIO) (“Fortress”), an innovative biopharmaceutical company focused on acquiring, developing and commercializing or monetizing promising biopharmaceutical products and product candidates cost-effectively, today announced financial results and recent corporate highlights for the first quarter ended March 31, 2021.

Lindsay A. Rosenwald, M.D., Fortress’ Chairman, President and Chief Executive Officer, said, “Fortress and our partner companies had an exciting start to the year, including the addition and commercial launch of two dermatology products, bringing our total number of marketed products to seven. Moreover, we continued to achieve significant milestones in the advancement of multiple key development programs. Notably, in February, our partner company, Cyprium Therapeutics (“Cyprium”), and Sentynl Therapeutics (“Sentynl”), a wholly owned subsidiary of the Zydus Group, signed a Development and Asset Purchase Agreement for CUTX-101 for the treatment of Menkes disease. This agreement, which included an $8 million upfront payment for the ongoing development of CUTX-101, in addition to regulatory and sales milestone payments plus royalties, allows us to potentially maximize the value of this important asset as Cyprium continues to advance CUTX-101 toward a rolling submission of a New Drug Application (“NDA”) later this year.”

Dr. Rosenwald continued, “Our portfolio continues to grow with more than 25 product candidates across our partner companies, including 17 clinical programs, of which four are pivotal programs. We expect to have a multitude of regulatory and clinical inflection points throughout the remainder of 2021, including the availability of clinical data from cosibelimab, CAEL-101 and MB-106. Importantly, our diversified business model is supported by a strong balance sheet, as we ended the first quarter with $291.5 million in consolidated cash, cash equivalents and restricted cash. Our operational catalysts and financial strength have us well-positioned for success and we remain focused on creating long-term shareholder value.”  


Recent Corporate Highlights



1



:

Marketed Dermatology Products

  • Our seven dermatology products are marketed by our partner company, Journey Medical Corporation (“Journey”).
  • Our products generated net revenues of $10.7 million for the first quarter of 2021, compared to first quarter 2020 net revenues of $11.9 million. While product demand increased in the first quarter of 2021 compared to the first quarter of 2020, the decrease in net revenue in the first quarter of 2021 is primarily attributable to increased coupon expense costs related to standard insurance deductible resets.  We expect year-over-year annual revenue growth in 2021 to exceed the 28% growth Journey achieved in 2020.
  • In April 2021, Journey acquired and recently launched its seventh prescription dermatology product, QBREXZA®.
  • On April 1, 2021, Journey entered into an agreement with East West Bank (“EWB”) in which EWB will provide a $7.5 million working capital line of credit.
  • On March 31, 2021, Journey completed its first close in connection with its Cumulative Convertible Class A Preferred Stock Offering. In connection with the first close, Journey issued an aggregate of 501,480 Journey Preferred A shares at a price of $25.00 per share, and after deducting commissions, fees, and expenses, for a total of $11.2 million in net proceeds.
  • We plan on launching one additional prescription product in the second half of this year.

CUTX-101 (Copper Histidinate for Menkes disease)

  • In February 2021, our partner company, Cyprium, and Sentynl signed a Development and Asset Purchase Agreement for CUTX-101 for the treatment of Menkes disease. Under the terms of the agreement, Cyprium received $8 million upfront to fund the development of CUTX-101 and could receive up to $12 million in regulatory milestone payments through NDA approval, and is eligible to receive sales milestones plus royalties. Royalties start from mid-single digits, scaling up to 25% on sales exceeding $100 million annually. Cyprium will retain 100% ownership over any FDA priority review voucher that may be issued at NDA approval for CUTX-101. Cyprium is responsible for the development of CUTX-101 through approval of the NDA by the FDA, and Sentynl will be responsible for commercialization of CUTX-101, as well as progressing newborn screening activities.
  • We intend to begin the rolling submission of the NDA for CUTX-101 to the FDA in the second half of 2021.
  • CUTX-101 is currently in development at our partner company, Cyprium Therapeutics, Inc.

CAEL-101 (Light Chain Fibril-reactive Monoclonal Antibody for AL Amyloidosis)

  • Caelum Biosciences, Inc. (“Caelum”) has two on-going Phase 3 studies of CAEL-101 for AL amyloidosis.
  • Caelum formed a collaboration with Alexion Pharmaceuticals, Inc. in 2019, which includes an option to acquire Caelum. AstraZeneca announced the execution of a definitive agreement to purchase Alexion Pharmaceuticals, Inc. In the event of the closing of such transaction, the timeline for a potential exercise of the option to purchase Caelum will be accelerated to six months following the date of acquisition closing.
  • In May 2021, we announced that CAEL-101 clinical data were selected for two presentations at the European Hematology Association 2021 Virtual Congress (“EHA2021”) taking place in June. The abstracts can be viewed online through the EHA2021 website: here and here.
  • CAEL-101 is currently in development at Caelum Biosciences, Inc., a company founded by Fortress in 2017 and in which Fortress maintains a minority position.

Cosibelimab (formerly CK-301, an anti-PD-L1 antibody)

  • The registration-enabling study in metastatic cutaneous squamous cell carcinoma is fully enrolled and we are on track to report top-line results by year-end. With a potentially favorable safety profile versus anti-PD-1 therapy and a plan to commercialize at a substantially lower price, we believe cosibelimab has the potential to be a market disruptive product in the $25 billion and growing PD-(L)1 class.
  • A Phase 3 registration-enabling trial is planned to begin in first-line metastatic non-small cell lung cancer in mid-2021.
  • Cosibelimab is currently in development at our partner company, Checkpoint Therapeutics, Inc. (“Checkpoint”).

MB-107 and MB-207 (Lentiviral Gene Therapies for X-linked Severe Combined Immunodeficiency)

  • In February 2021, we announced encouraging MB-107 and MB-207 clinical updates from our investigator-IND X-linked severe combined immunodeficiency (“XSCID”) trials, as well as additional consistent safety and efficacy data. On January 28, 2021, the FDA removed a CMC hold on the MB-107 Phase 2 clinical trial Investigational New Drug (“IND”) application after reviewing a comprehensive CMC package that was submitted in late December 2020. We expect to enroll the first patient in this pivotal multicenter trial in the second quarter of 2021 and we are targeting top-line data from the trial in the second half of 2022. We also expect to file an IND in the second quarter of 2021 for our pivotal multicenter Phase 2 clinical trial of MB-207.
  • MB-107 and MB-207 are currently in development at our partner company, Mustang Bio, Inc. (“Mustang Bio”).

MB-106 (CD20-targeted CAR T Cell Therapy)

  • In May 2021, we announced that the FDA approved Mustang Bio’s IND application to initiate a multicenter Phase 1/2 clinical trial investigating the safety and efficacy of MB-106, a CD20-targeted CAR T for relapsed or refractory B-cell non-Hodgkin lymphomas (“B-NHL”) and chronic lymphocytic leukemia (“CLL”).
  • Also in May 2021, we announced that CD20-targeted CAR T data were selected for presentation at EHA2021 scheduled to take place in June. Dr. Mazyar Shadman of Fred Hutchinson Cancer Research Center will present updated interim data from the ongoing Phase 1/2 clinical trial for B-NHL and CLL. A copy of the abstract can be viewed online through the EHA2021 website here.
  • MB-106 is currently in development at our partner company, Mustang Bio.

Dotinurad (Urate Transporter (URAT1) Inhibitor)

  • In May 2021, we announced an exclusive license agreement with Fuji Yakuhin Co. Ltd. to develop Dotinurad in North America and Europe. Dotinurad is a potential best-in-class urate transporter (URAT1) inhibitor for gout and possibly other hyperuricemic indications including chronic kidney disease and heart failure. Dotinurad (URECE® tablet) was approved in Japan in 2020 as a once-daily oral therapy for gout and hyperuricemia. Dotinurad was efficacious and well-tolerated in more than 500 Japanese patients treated for up to 58 weeks in Phase 3 clinical trials.
  • Dotinurad is currently in development at our partner company, FBIO Acquisition Corp. VIII.

IV Tramadol

  • In October 2020, Avenue Therapeutics (“Avenue”) announced that it had received a Complete Response Letter (“CRL”) from the FDA regarding Avenue’s NDA for IV tramadol. The FDA held a Type A meeting with Avenue in November 2020 to discuss the issues outlined in the CRL. On February 12, 2021, Avenue resubmitted its NDA to the FDA for IV tramadol. The NDA resubmission followed the receipt of the official minutes from Avenue’s Type A meeting with the FDA. The NDA resubmission included revised language relating to the proposed product label and a report relating to terminal sterilization validation. On February 26, 2021, Avenue received an acknowledgment letter from the FDA stating that Avenue’s resubmission of its NDA is a complete, class 1 response to the CRL, and a Prescription Drug User Free Act (“PDUFA”) goal date was set for April 12, 2021. On April 13, 2021, Avenue announced that the FDA was still reviewing its NDA for IV tramadol and had not provided a decision regarding the NDA. As of May 1, 2021, Avenue had not received approval from the FDA for IV tramadol. Accordingly, under the Stock Purchase and Merger Agreement (“SPMA”), InvaGen retains an option to consummate the second stage closing until October 31, 2021 (after which Avenue can choose to terminate the SPMA), and also retains the option to terminate the SPMA.
  • IV tramadol is currently in development at our partner company, Avenue.

General Corporate

  • In February 2021, Fortress partner company, Aevitas Therapeutics, appointed Markus Peters, Ph.D., M.Sc., as Chief Executive Officer.


Financial Results:

To assist our stockholders in understanding our company, we have prepared non-GAAP financial results for the three months ended March 31, 2021 and 2020. These results exclude the operations of our three public partner companies: Avenue, Checkpoint, and Mustang Bio. The goal in providing these non-GAAP financial metrics is to highlight the financial results of Fortress’ core operations, which are comprised of our commercial-stage business, our privately held development-stage entities, as well as our business development and finance functions.

  • As of March 31, 2021, Fortress’ consolidated cash, cash equivalents and restricted cash totaled $291.5 million, compared to $235.0 million as of December 31, 2020, an increase of $56.5 million during the quarter.
  • On a GAAP basis, Fortress’ net revenue totaled $11.6 million for the first quarter of 2021, which included $10.7 million in net revenue generated from our marketed dermatology products. This compares to net revenue totaling $12.9 million for the first quarter of 2020, which included $11.9 million in net revenue generated from our marketed dermatology products.
  • On a GAAP basis, consolidated research and development expenses including license acquisitions were $20.2 million for the first quarter of 2021, compared to $15.1 million for the first quarter of 2020. On a non-GAAP basis, research and development expenses including license acquisitions were $4.1 million for the first quarter of 2021, compared to $2.3 million for first quarter of 2020.
  • On a GAAP basis, consolidated selling, general and administrative expenses were $17.5 million for the first quarter of 2021, compared to $15.5 million for the first quarter of 2020. On a non-GAAP basis, consolidated selling, general and administrative expenses were $13.0 million, of which $6.2 million is attributed to Journey, for the first quarter of 2021, compared to $11.6 million, of which $5.6 million is attributed to Journey, for the first quarter of 2020.
  • On a GAAP basis, consolidated net loss attributable to common stockholders was $8.8 million, or $0.11 per share, for the first quarter of 2021, compared to consolidated net loss attributable to common stockholders of $12.4 million, or $0.19 per share for the first quarter of 2020.
  • Fortress’ non-GAAP loss attributable to common stockholders was $7.3 million, or $0.09 per share, for the first quarter of 2021, compared to Fortress’ non-GAAP loss attributable to common stockholders of $4.2 million, or $0.07 per share, for the first quarter of 2020.

Use of Non-GAAP Measures:

In addition to the GAAP financial measures as presented in our Form 10-Q that will be filed with the Securities and Exchange Commission (“SEC”) on May 17, 2021, the Company has, in this press release, included certain non-GAAP measurements. The non-GAAP net loss attributable to common stockholders is defined by the Company as GAAP net loss attributable to common stockholders, less net losses attributable to common stockholders from our public partner companies Avenue, Checkpoint and Mustang Bio. In addition, the Company has also provided a Fortress non-GAAP loss attributable to common stockholders which is a modified EBITDA calculation that starts with the non-GAAP loss attributable to common stockholders and removes stock-based compensation expense, non-cash interest expense, amortization of licenses and debt discount, changes in fair values of investment, changes in fair value of derivative liability, and depreciation expense.

Management believes use of these non-GAAP measures provide meaningful supplemental information regarding the Company’s performance because (i) it allows for greater transparency with respect to key measures used by management in its financial and operational decision-making, (ii) it excludes the impact of non-cash or, when specified, non-recurring items that are not directly attributable to the Company’s core operating performance and that may obscure trends in the Company’s core operating performance, and (iii) it is used by institutional investors and the analyst community to help analyze the Company’s results. However, non-GAAP loss attributable to common stockholders and any other non-GAAP financial measures should be considered as a supplement to, and not as a substitute for, or superior to, the corresponding measures calculated in accordance with GAAP. Further, non-GAAP financial measures used by the Company and the manner in which they are calculated may differ from the non-GAAP financial measures or the calculations of the same non-GAAP financial measures used by other companies, including the Company’s competitors.

The tables below provide a reconciliation from GAAP to non-GAAP measures:

         
      For the three months ended March 31,
($ in thousands)     2021 2020
Net income (loss) attributable to common stockholders     $ (8,822 ) $ (12,370 )
Net (Loss) income attributable to common stockholders – Avenue1       (225 )   (287 )
Net (Loss) income attributable to common stockholders – Checkpoint2       (1,158 )   (753 )
Net (Loss) income attributable to common stockholders – Mustang3       (2,917 )   (3,599 )
Non-GAAP net loss attributable to common stockholders     $ (4,522 ) $ (7,731 )
Stock based compensation       1,889     1,740  
Non-cash interest       210     769  
Amortization of licenses       584     355  
Amortization of debt discount       309     488  
Depreciation       141     154  
Increase in fair value of investment4       (5,913 )    
Fortress non-GAAP loss attributable to common stockholders     $ (7,302 ) $ (4,224 )
         
Per common share – basic and diluted:        
Net income (loss) attributable to common stockholders (GAAP)     $ (0.11 ) $ (0.19 )
Non-GAAP net loss attributable to common stockholders     $ (0.06 ) $ (0.12 )
Fortress non-GAAP loss attributable to common stockholders     $ (0.09 ) $ (0.07 )
         
Weighted average common shares outstanding – basic and diluted       80,851,671     63,496,256  
                 
1. Avenue net loss from their external SEC report for the three months ended March 31, 2021 and 2020 of $1.0 million and $1.2 million, respectively, net of non-controlling interest of $0.8 million and $0.9 million, respectively.
2. Checkpoint net loss from their external SEC report of $6.5 million net of non-controlling interest of $4.6 million, MSA fee to Fortress of $0.1 million and financing fee to Fortress of $0.6 million for the quarter ended March 31, 2021; and net loss of $3.3 million net of non-controlling interest of $2.4 million, less MSA fee to Fortress of $0.1 million for the quarter ended March 31, 2020.
3. Mustang net loss from their external SEC report of $14.8 million net of non-controlling interest of $10.7 million, MSA fee to Fortress of $0.1 million and financing fee to Fortress of $1.2 million for the quarter ended March 31, 2021; and net loss of $11.9 million net of non-controlling interest of $8.0 million, MSA fee to Fortress of $0.1 million and financing fee to Fortress of $0.1 million for the quarter ended March 31, 2020.
4. Increase in fair value of investment in Caelum Biosciences for the quarter ended March 31, 2021.


Reconciliation to non-GAAP research and development and general and administrative costs:

           
    For the quarter ended March 31,  
($ in thousands)   2021   2020  
Research and development

1
  $ 20,154   $ 15,117  
Less:          
Research and development Avenue     258     697  
Research and development Checkpoint     4,213     2,635  
Research and development Mustang 2     11,556     9,502  
Non-GAAP research and development costs   $ 4,127   $ 2,283  
           
Selling, general and administrative   $ 17,542   $ 15,519  
Less:          
General and administrative Avenue     743     577  
General and administrative Checkpoint 3     1,615     1,553  
General and administrative Mustang 4     2,210     1,768  
Non-GAAP selling, general and administrative costs   $ 12,974   $ 11,621  
           
1. Includes Research and development expense and Research and development – licenses acquired expense for the quarter ended March 31, 2021 and 2020, respectively.  
2. Excludes $0.1 million for Fortress MSA for the quarter ended March 31, 2021; excludes $0.1 million for Fortress MSA for the quarter ended March 31, 2020.  
3. Excludes $0.1 million of Fortress MSA expense and $0.6 million Fortress financing fee for the quarter ended March 31, 2021; and $0.1 million of Fortress MSA expense for the quarter ended March 31, 2020.  
 
4. Excludes $0.1 million of Fortress MSA expense and $1.2 million Fortress financing fee for the quarter ended March 31, 2021; and $0.1 million of Fortress MSA expense and $0.1 million Fortress financing fee for the quarter ended March 31, 2020.  
 



About Fortress Biotech


Fortress Biotech, Inc. (“Fortress”) is an innovative biopharmaceutical company that was ranked in Deloitte’s 2019 and 2020 Technology Fast 500™, annual rankings of the fastest-growing North American companies in the technology, media, telecommunications, life sciences and energy tech sectors, based on percentages of fiscal year revenue growth over three-year periods. Fortress is focused on acquiring, developing and commercializing high-potential marketed and development-stage drugs and drug candidates. The company has seven marketed prescription pharmaceutical products and over 25 programs in development at Fortress, at its majority-owned and majority-controlled partners and at partners it founded and in which it holds significant minority ownership positions. Such product candidates span six large-market areas, including oncology, rare diseases and gene therapy, which allow it to create value for shareholders. Fortress advances its diversified pipeline through a streamlined operating structure that fosters efficient drug development. The Fortress model is driven by a world-class business development team that is focused on leveraging its significant biopharmaceutical industry expertise to further expand the company’s portfolio of product opportunities. Fortress has established partnerships with some of the world’s leading academic research institutions and biopharmaceutical companies to maximize each opportunity to its full potential, including Alexion Pharmaceuticals, Inc., AstraZeneca, City of Hope, Fred Hutchinson Cancer Research Center, St. Jude Children’s Research Hospital and Nationwide Children’s Hospital. For more information, visit www.fortressbiotech.com.

Forward-Looking Statements

This press release may contain “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, as amended. As used below and throughout this press release, the words “we”, “us” and “our” may refer to Fortress individually or together with one or more partner companies, as dictated by context. Such statements include, but are not limited to, any statements relating to our growth strategy and product development programs and any other statements that are not historical facts. Forward-looking statements are based on management’s current expectations and are subject to risks and uncertainties that could negatively affect our business, operating results, financial condition and stock price. Factors that could cause actual results to differ materially from those currently anticipated include: risks relating to our growth strategy; our ability to obtain, perform under and maintain financing and strategic agreements and relationships; risks relating to the results of research and development activities; uncertainties relating to preclinical and clinical testing; risks relating to the timing of starting and completing clinical trials; our dependence on third-party suppliers; risks relating to the COVID-19 outbreak and its potential impact on our employees’ and consultants’ ability to complete work in a timely manner and on our ability to obtain additional financing on favorable terms or at all; our ability to attract, integrate and retain key personnel; the early stage of products under development; our need for substantial additional funds; government regulation; patent and intellectual property matters; competition; as well as other risks described in our SEC filings. We expressly disclaim any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements contained herein to reflect any change in our expectations or any changes in events, conditions or circumstances on which any such statement is based, except as may be required by law, and we claim the protection of the safe harbor for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995. The information contained herein is intended to be reviewed in its totality, and any stipulations, conditions or provisos that apply to a given piece of information in one part of this press release should be read as applying mutatis mutandis to every other instance of such information appearing herein.

Company Contacts:

Jaclyn Jaffe and Bill Begien
Fortress Biotech, Inc.
(781) 652-4500
[email protected]

Investor Relations Contact:

Daniel Ferry
LifeSci Advisors, LLC
(617) 430-7576
[email protected]

Media Relations Contact:

Tony Plohoros
6 Degrees
(908) 591-2839
[email protected]  

FORTRESS BIOTECH, INC. AND SUBSIDIARIES

Condensed Consolidated Balance Sheets

($ in thousands except for share and per share amounts)

               
    March 31,    December 31,   
    2021   2020  
    (Unaudited)        
ASSETS              
Current assets              
Cash and cash equivalents   $ 289,897     $ 233,351    
Accounts receivable, net     19,439       19,349    
Inventory     2,291       1,404    
Other receivables – related party     849       744    
Prepaid expenses and other current assets     5,517       6,723    
Total current assets     317,993       261,571    
               
Property and equipment, net     12,291       11,923    
Operating lease right-of-use asset, net     20,072       20,487    
Restricted cash     1,645       1,645    
Long-term investment, at fair value     23,479       17,566    
Intangible asset, net     14,442       14,629    
Other assets     1,121       1,013    
Total assets   $ 391,043     $ 328,834    
               
LIABILITIES AND STOCKHOLDERS’ EQUITY              
Current liabilities              
Accounts payable and accrued expenses   $ 39,181     $ 40,674    
Deferred revenue     7,200          
Income taxes payable     136       136    
Operating lease liabilities, short-term     1,840       1,849    
Partner company note payable, short-term     5,463       5,300    
Total current liabilities     53,820       47,959    
               
Notes payable, long-term (net of debt discount of $8,014 and $8,323 at March 31, 2021 and December 31, 2020, respectively)     51,986       51,677    
Operating lease liabilities, long-term     22,447       22,891    
Partner company note payable, long-term     5,613       7,359    
Partner company convertible preferred shares     10,687          
Partner company derivative warrant liability     362          
Other long-term liabilities     1,903       1,949    
Total liabilities     146,818       131,835    
               
Commitments and contingencies              
               
Stockholders’ equity              
Cumulative redeemable perpetual preferred stock, $.001 par value, 15,000,000 authorized, 5,000,000 designated Series A shares, 3,427,138 shares issued and outstanding as of March 31, 2021 and December 31, 2020, respectively, liquidation value of $25.00 per share     3       3    
Common stock, $.001 par value, 150,000,000 shares authorized, 97,263,054 and 94,877,492 shares issued and outstanding as of March 31, 2021 and December 31, 2020, respectively     97       95    
Additional paid-in-capital     597,384       583,000    
Accumulated deficit     (491,582 )     (482,760 )  
Total stockholders’ equity attributed to the Company     105,902       100,338    
               
Non-controlling interests     138,323       96,661    
Total stockholders’ equity     244,225       196,999    
Total liabilities and stockholders’ equity   $ 391,043     $ 328,834    
               

 

FORTRESS BIOTECH, INC. AND SUBSIDIARIES

Condensed Consolidated Statements of Operations

($ in thousands except for share and per share amounts)

(Unaudited)

               
     Three Months Ended March 31,   
       2021      2020  
Revenue                
Product revenue, net   $ 10,719     $ 11,946    
Collaboration revenue     800          
Revenue – related party     68       972    
Net revenue     11,587       12,918    
               
Operating expenses              
Cost of goods sold – product revenue     3,908       3,810    
Research and development     20,028       14,867    
Research and development – licenses acquired     126       250    
Selling, general and administrative     17,542       15,519    
Total operating expenses     41,604       34,446    
Loss from operations     (30,017 )     (21,528 )  
               
Other income (expense)                
Interest income     227       627    
Interest expense and financing fee     (2,189 )     (3,125 )  
Change in fair value of investments     5,913          
Change in fair value of derivative liability           (42 )  
Total other income (expense)     3,951       (2,540 )  
Net loss     (26,066 )     (24,068 )  
               
Less: net loss attributable to non-controlling interests     17,244       11,698    
Net loss attributable to common stockholders   $ (8,822 )   $ (12,370 )  
               
Net loss per common share – basic and diluted   $ (0.32 )   $ (0.38 )  
Net loss per common share attributable to non – controlling interests – basic and diluted   $ (0.21 )   $ (0.18 )  
Net loss per common share attributable to common stockholders – basic and diluted   $ (0.11 )   $ (0.19 )  
               
Weighted average common shares outstanding – basic and diluted     80,851,671       63,496,256    
                   

1 Includes product candidates in development at Fortress, majority-owned and controlled partners and partners in which Fortress holds significant minority ownership positions. As used herein, the words “we”, “us” and “our” may refer to Fortress individually or together with our affiliates and partners, as dictated by context.