Alexandria Real Estate Equities, Inc. Announces Public Offering Of 6,500,000 Shares Of Common Stock

PR Newswire

PASADENA, Calif., June 14, 2021 /PRNewswire/ — Alexandria Real Estate Equities, Inc. (“Alexandria” or the “Company”) (NYSE: ARE) today announced that it is commencing an underwritten public offering of 6,500,000 shares of the Company’s common stock, subject to market conditions, in connection with the forward sale agreements described below. The Company expects to grant the underwriters a 30-day option to purchase up to 975,000 additional shares.

RBC Capital Markets, BofA Securities, Citigroup, Goldman Sachs & Co. LLC and J.P. Morgan are acting as joint book-running managers for the offering.

The Company expects to enter into forward sale agreements with Royal Bank of Canada, Bank of America, N.A., Citibank, N.A., Goldman Sachs & Co. LLC and JPMorgan Chase Bank, N.A. (the “forward purchasers”) with respect to 6,500,000 shares of its common stock (and expects to enter into forward sale agreements with respect to an aggregate of 7,475,000 shares if the underwriters exercise their option to purchase additional shares in full). In connection with the forward sale agreements, the forward purchasers or their affiliates are expected to borrow and sell to the underwriters an aggregate of 6,500,000 shares of the common stock that will be delivered in this offering (or an aggregate of 7,475,000 shares if the underwriters exercise their option to purchase additional shares in full). Subject to its right to elect cash or net share settlement, which right is subject to certain conditions, the Company intends to deliver, upon physical settlement of such forward sale agreements on one or more dates specified by the Company occurring no later than December 14, 2022, an aggregate of 6,500,000 shares of its common stock (or an aggregate of 7,475,000 shares if the underwriters exercise their option to purchase additional shares in full) to the forward purchasers in exchange for cash proceeds per share equal to the applicable forward sale price, which will be the public offering price, less underwriting discounts and commissions, and will be subject to certain adjustments as provided in the forward sale agreements.

The Company will not initially receive any proceeds from the sale of shares of its common stock by the forward purchasers or their affiliates in the offering. The Company expects to use the net proceeds, if any, it receives upon the future settlement of the forward sale agreements to fund pending acquisitions, with remaining proceeds, if any, to be used for general working capital and other corporate purposes, which may include the reduction of the outstanding balance, if any, on the Company’s unsecured senior line of credit and the outstanding indebtedness, if any, under the Company’s commercial paper program. Selling common stock through the forward sale agreements enables the Company to set the price of such shares upon the pricing of the offering (subject to certain adjustments) while delaying the issuance of such shares and the receipt of the net proceeds by the Company until the expected funding is required.

The offering is being made pursuant to an effective registration statement on Form S-3 that was previously filed with the Securities and Exchange Commission. This press release does not constitute an offer to sell or the solicitation of an offer to buy any of the Company’s securities, nor shall there be any sale of these securities in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state.

Copies of the prospectus supplement relating to this offering, when available, may be obtained by contacting: RBC Capital Markets, Attn: Prospectus Department, at Three World Financial Center, 200 Vesey Street, 8th Floor, New York, NY 10281, or by telephone at (877) 822-4089; BofA Securities, NC1-004-03-43, Attn: Prospectus Department, at 200 North College Street, 3rd floor, Charlotte, NC 28255-0001, or email at [email protected]; Citigroup, Attn: Broadridge Financial Solutions, at 1155 Long Island Avenue, Edgewood, NY 11717, or by telephone at 800-831-9146 or email at [email protected]; Goldman Sachs & Co. LLC, Attn: Prospectus Department, at 200 West Street, New York, NY 10282, or by telephone at 866-471-2526, or email at [email protected]; or J.P. Morgan, Attn: Broadridge Financial Solutions, at 1155 Long Island Avenue, Edgewood, NY 11717, or by telephone at 1-866-803-9204.

Alexandria, an S&P 500® urban office real estate investment trust, is the first, longest-tenured and pioneering owner, operator and developer uniquely focused on collaborative life science, agtech and technology campuses in AAA innovation cluster locations. Founded in 1994, Alexandria pioneered this niche and has since established a significant market presence in key locations, including Greater Boston, the San Francisco Bay Area, New York City, San Diego, Seattle, Maryland and Research Triangle.

This press release includes “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Such forward-looking statements include, without limitation, statements regarding the Company’s offering of common stock (including an underwriters’ option to purchase additional shares of common stock) and its intended use of the proceeds. These forward-looking statements are based on the Company’s present intent, beliefs or expectations, but forward-looking statements are not guaranteed to occur and may not occur. Actual results may differ materially from those contained in or implied by the Company’s forward-looking statements as a result of a variety of factors, including, without limitation, the risks and uncertainties detailed in its filings with the Securities and Exchange Commission. All forward-looking statements are made as of the date of this press release, and the Company assumes no obligation to update this information. For more discussion relating to risks and uncertainties that could cause actual results to differ materially from those anticipated in the Company’s forward-looking statements, and risks and uncertainties to the Company’s business in general, please refer to the Company’s filings with the Securities and Exchange Commission, including its most recent annual report on Form 10-K and any subsequently filed quarterly reports on Form 10-Q.

CONTACT: Sara Kabakoff, Vice President – Communications, (626) 788-5578, [email protected]

 

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SOURCE Alexandria Real Estate Equities, Inc.

New York Mortgage Trust Declares Second Quarter 2021 Common Stock Dividend of $0.10 Per Share, and Preferred Stock Dividends

NEW YORK, June 14, 2021 (GLOBE NEWSWIRE) — New York Mortgage Trust, Inc. (Nasdaq: NYMT) (the “Company”) announced today that its Board of Directors (the “Board”) declared a regular quarterly cash dividend of $0.10 per share on shares of its common stock for the quarter ending June 30, 2021. The dividend will be payable on July 26, 2021 to common stockholders of record as of the close of business on June 24, 2021.

In addition, the Board declared cash dividends on the Company’s 7.75% Series B Cumulative Redeemable Preferred Stock (“Series B Preferred Stock”), 7.875% Series C Cumulative Redeemable Preferred Stock (“Series C Preferred Stock”), 8.00% Series D Fixed-to-Floating Rate Cumulative Redeemable Preferred Stock (“Series D Preferred Stock”) and 7.875% Series E Fixed-to-Floating Rate Cumulative Redeemable Preferred Stock (“Series E Preferred Stock”) as stated below.

Current Quarterly Preferred Stock Dividends

The Board declared cash dividends for the dividend period that began on April 15, 2021 and ends on July 14, 2021 as follows:

Class of Preferred Stock   Series B   Series C   Series D   Series E
Record Date   July 1, 2021   July 1, 2021   July 1, 2021   July 1, 2021
Payment Date   July 15, 2021   July 15, 2021   July 15, 2021   July 15, 2021
Cash Dividend Per Share   $0.484375   $0.4921875   $0.50   $0.4921875

About New York Mortgage Trust

New York Mortgage Trust, Inc. is a Maryland corporation that has elected to be taxed as a real estate investment trust (“REIT”) for federal income tax purposes. NYMT is an internally managed REIT in the business of acquiring, investing in, financing and managing primarily mortgage-related single-family and multi-family residential assets.


Forward-Looking Statements


When used in this press release, in future filings with the Securities and Exchange Commission (the “SEC”) or in other written or oral communications, statements which are not historical in nature, including those containing words such as “will,” “believe,” “expect,” “anticipate,” “estimate,” “plan,” “continue,” “intend,” “could,” “would,” “should,” “may” or similar expressions, are intended to identify “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and, as such, may involve known and unknown risks, uncertainties and assumptions. Statements regarding the following subject, among others, may be forward-looking: the payment of dividends.

Forward-looking statements are based on estimates, projections, beliefs and assumptions of management of the Company at the time of such statements and are not guarantees of future performance. Forward-looking statements involve risks and uncertainties in predicting future results and conditions. Actual results and outcomes could differ materially from those projected in these forward-looking statements due to a variety of factors, including, without limitation: changes in the Company’s business and investment strategy; changes in interest rates and the fair market value of the Company’s assets, including negative changes resulting in margin calls relating to the financing of the Company’s assets; changes in credit spreads; changes in the long-term credit ratings of the U.S., Fannie Mae, Freddie Mac, and Ginnie Mae; general volatility of the markets in which the Company invests; changes in prepayment rates on the loans the Company owns or that underlie the Company’s investment securities; increased rates of default or delinquency and/or decreased recovery rates on the Company’s assets; the Company’s ability to identify and acquire targeted assets, including assets in its investment pipeline; changes in relationships with the Company’s financing counterparties and the Company’s ability to borrow to finance its assets and the terms thereof; the Company’s ability to predict and control costs; changes in laws, regulations or policies affecting the Company’s business, including actions that may be taken to contain or address the impact of the COVID-19 pandemic; the Company’s ability to make distributions to its stockholders in the future; the Company’s ability to maintain its qualification as a REIT for federal tax purposes; the Company’s ability to maintain its exemption from registration under the Investment Company Act of 1940, as amended; risks associated with investing in real estate assets, including changes in business conditions and the general economy, the availability of investment opportunities and the conditions in the market for Agency RMBS, non-Agency RMBS, ABS and CMBS securities, residential loans, structured multi-family investments and other mortgage-, residential housing- and credit-related assets, including changes resulting from the ongoing spread and economic effects of COVID-19; and the impact of COVID-19 on the Company, its operations and its personnel.

These and other risks, uncertainties and factors, including the risk factors described in the Company’s reports filed with the SEC pursuant to the Exchange Act, could cause the Company’s actual results to differ materially from those projected in any forward-looking statements the Company makes. All forward-looking statements speak only as of the date on which they are made. New risks and uncertainties arise over time and it is not possible to predict those events or how they may affect the Company. Except as required by law, the Company is not obligated to, and does not intend to, update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

For Further Information

Mari Nitta
Investor Relations Associate
Phone: 646-795-4066
Email: [email protected]

 



Surgalign Holdings, Inc. Announces Closing of $50 Million Registered Direct Offering Priced At-The-Market under Nasdaq Rules

DEERFIELD, Ill., June 14, 2021 (GLOBE NEWSWIRE) — Surgalign Holdings, Inc. (“Surgalign”) (NASDAQ: SRGA), a global medical technology company focused on elevating the standard of care through the evolution of digital surgery, today announced that the closing of its previously announced registered direct offering for the issuance and sale of an aggregate of 28,985,508 shares of its common stock and warrants to purchase up to an aggregate of 28,985,508 shares of its common stock at a purchase price of $1.725 per share of common stock and related warrant. The warrants have an exercise price of $1.725 per share, will be immediately exercisable, and will expire three (3) years from the issuance date. The registered direct offering was priced at-the-market under Nasdaq rules.

H.C. Wainwright & Co. acted as the exclusive placement agent for the offering.

The gross proceeds from the offering were approximately $50 million before deducting placement agent fees and other offering expenses. Surgalign currently intends to use the net proceeds from the offering for working capital and general corporate purposes, including preparation for approval, utilization and ongoing development of its digital surgical guidance system.

The securities described above were offered pursuant to Surgalign’s shelf registration statement on Form S-3 (File No. 333-231719) filed with the Securities and Exchange Commission (the “SEC”) on May 23, 2019 and declared effective on June 14, 2019. Such securities were offered only by means of a prospectus, including a prospectus supplement, forming a part of the effective registration statement. A final prospectus supplement and the accompanying prospectus relating to the securities being offered in the registered direct offering have been filed with the SEC. Electronic copies of the final prospectus supplement and the accompanying prospectus may be obtained on the SEC’s website at http://www.sec.gov or by contacting H.C. Wainwright & Co., LLC, 430 Park Avenue, 3rd Floor, New York, NY 10022, by e-mail: [email protected] or by telephone: (212) 856-5711.

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

About Surgalign Holdings, Inc.

Surgalign Holdings, Inc. is a global medical technology company committed to the promise of digital surgery and is building out its digital surgery platform to drive transformation across the surgical landscape. Uniquely aligned and resourced to advance the standard of care, Surgalign is building technologies surgeons will look to for what is truly possible for their patients. Surgalign is focused on bringing surgeons solutions that predictably deliver superior clinical and economic outcomes. Surgalign markets products throughout the United States and in more than 50 countries worldwide through an expanding network of top independent distributors. Surgalign, a member of AdvaMed, is headquartered in Deerfield, IL, with commercial, innovation and design centers in San Diego, CA, Marquette, MI, and Wurmlingen, Germany.

Forward Looking Statement

This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements are based on management’s current expectations, estimates and projections about our industry, our management’s beliefs and certain assumptions made by our management. Words such as “anticipates,” “expects,” “intends,” “plans,” “believes,” “seeks,” “estimates,” variations of such words and similar expressions are intended to identify such forward-looking statements. All statements other than statements of historical fact contained in this press release are forward-looking statements including, without limitation, all statements related to the intended use of net proceeds from the offering. The forward-looking statements are not guarantees of future performance and are based on certain assumptions including general economic conditions, as well as those within Surgalign’s industry, and numerous other factors and risks identified in Surgalign’s most recent Form 10-K and other filings with the SEC. Our actual results may differ materially from the anticipated results reflected in these forward-looking statements. Important factors that could cause actual results to differ materially from the anticipated results reflected in these forward-looking statements include risks and uncertainties relating to the following: (i) the risk of existing or potential litigation or regulatory action arising from the previously announced SEC and internal investigations and their findings; (ii) the identification of control deficiencies, including material weaknesses in internal control over financial reporting and the impact of the same; (iii) potential reputational damage that Surgalign has or may suffer as a result of the findings of the SEC and internal investigations and related litigation; (iv) general worldwide economic conditions and related uncertainties; (v) the continued impact of the COVID-19 novel coronavirus pandemic and Surgalign’s attempts at mitigation; (vi) the failure by Surgalign to identify, develop and successfully implement immediate action plans and longer-term strategic initiatives; (vii) the reliability of our supply chain; (viii) our ability to meet obligations, including purchase minimums, under our vendor and other agreements; (ix) the duration of decreased demand for our products; (x) whether or when the demand for procedures involving our products will increase; (xi) Surgalign’s access to adequate operating cash flow, trade credit, borrowed funds and equity capital to fund its operations and pay its obligations as they become due, and the terms on which external financing may be available, including the impact of adverse trends or disruption in the global credit and equity markets; (xii) our financial position and results, total revenue, product revenue, gross margin, and operations; (xiii) failure to realize, or unexpected costs in seeking to realize, the expected benefits of the recent Holo Surgical, Inc. (“Holosurgical”) acquisition, including the failure of Holosurgical’s products and services to be satisfactorily developed or achieve applicable regulatory approvals or as a result of the failure to commercialize and distribute its products; (xiv) the failure to effectively integrate Holosurgical’s operations with those of Surgalign; (xv) the failure to retain key personnel of Holosurgical; (xvi) the number of shares and amount of cash that will be required in connection with any post-closing milestone payments, including as a result of changes in the trading price of Surgalign’s common stock and their effect on the amount of cash needed by Surgalign to fund any post-closing milestone payments in connection with the acquisition; (xvii) the effect of the transaction on relationships with customers, suppliers and other third parties; (xviii) the diversion of management time and attention on the transaction and subsequent integration; (xix) the effect of the recent resignation of our auditor and our ability to engage and onboard our new auditor; (xx) the effect and timing of changes in laws or in governmental regulations; (xxi) market and other conditions, and (xxii) other risks described in our public filings with the SEC. These factors should be considered carefully, and undue reliance should not be placed on the forward-looking statements. Each forward-looking statement in this communication speaks only as of the date of the particular statement. Copies of Surgalign’s SEC filings may be obtained by contacting Surgalign or the SEC or by visiting Surgalign’s website at www.surgalign.com or the SEC’s website at www.sec.gov. We undertake no obligation to update these forward-looking statements except as may be required by law.

Jonathon Singer
Investor and Media Contact
[email protected]
+1 877-343-6832



Advaxis Reports Second Quarter Ended April 30, 2021 Financial Results and Provides a Business Update

ADXS-503 Phase 1/2 trial data presented at ASCO demonstrate disease control rate of 44% with durable clinical benefit observed beyond one year in patients with disease progression on KEYTRUDA®

Expansion of off-the-shelf ADXS-HOT program with planned Phase 1 study in early prostate cancer with biochemical recurrence

Cash runway anticipated into fiscal 3

rd

quarter of 2023

PRINCETON, N.J., June 14, 2021 (GLOBE NEWSWIRE) — Advaxis, Inc. (Nasdaq: ADXS), a clinical-stage biotechnology company focused on the development and commercialization of immunotherapy products today announces its financial results for the second quarter ended April 30, 2021 and provides a business update.

Second Quarter Ended April 30, 2021 Financial Results and Recent Key Accomplishments:

  • Presented updated clinical data from the ongoing Phase 1/2 trial of ADXS-503 as a monotherapy and in combination with KEYTRUDA® (pembrolizumab), Merck’s anti-PD-1 therapy, in non-small cell lung cancer (NSCLC) at the American Society of Clinical Oncology (ASCO) 2021 Annual Meeting
    • 10 patients have been treated with ADXS-503 as an add on therapy in patients failing pembrolizumab as last therapy with 10 patients evaluable for safety and 9 patients evaluable for efficacy
    • Combination therapy was well tolerated with no dose-limiting toxicities (DLTs) or added toxicity of the two drugs
    • The disease control rate (DCR) was 44% (4/9) with durable clinical benefit observed including a partial response (PR) and stable disease (SD) sustained for over a year, and another observed SD lasting over 6 months. An additional PR was maintained for approximately 4 months
    • Biomarker data demonstrate that patients who seem to achieve clinical benefit include those with PD-L1 expression ≥50%, secondary resistance disease to pembrolizumab and those who show proliferation and/or activation of NK and CD8+ T cells within the first weeks of therapy
    • Translational studies show antitumoral T-cell responses elicited against hot-spot mutation antigens and/or tumor associated antigens (TAAs), induction of proliferation and/or activation of pre-existing CD8+ T-cell clones, emergence of naive CD8+ T cell clones, and PD-1 and CD38 upregulation
    • Continuing to enroll patients for treatment with ADXS-503 in combination with KEYTRUDA® (pembrolizumab) as first line therapy as well
  • Presented data at the American Association for Cancer Research (AACR) 2021 Annual meeting, in collaboration with Precision for Medicine, on the development of a novel immunophenotyping assay to accurately evaluate PD-1 expression as a pharmacodynamic marker during PD-1 blockade treatment with pembrolizumab, and the correlation of changes in T cell populations with observed clinical activity in the ongoing ADXS-503 clinical trial
  • Announced agreement with Columbia University Irving Medical Center to fund Phase 1 Study of ADXS-504 for the treatment of early prostate cancer with biochemical recurrence
  • Achieved second milestone under ADXS-HER2 licensing agreement with OS Therapies
  • Announced $20 million registered direct offering and concurrent private placement priced at-the-market with two healthcare-focused institutional investors to fund continued development and expansion of the Company’s product pipeline
  • Cash balance at April 30, 2021 of $48.1 million providing the Company with an anticipated cash runaway into fiscal 3rd quarter of 2023.

Management Commentary

“Our recent presentation at ASCO adds to the strong foundation of data which suggest treatment with ADXS-503 has the potential provide durable clinical benefit in patients with certain clinical characteristics and early T cell responses,” said Kenneth A. Berlin, President and Chief Executive Officer of Advaxis. “Achieving clinical benefit in patients with immediate prior progression on KEYTRUDA® is particularly meaningful, suggesting that ADXS-503 has the potential to enhance and/or restore sensitivity to checkpoint inhibitors. These encouraging data, combined with our expanded set of translational data which show on-mechanism innate and adaptive immune stimulation, leave us confident that our off-the-shelf neoantigen immunotherapy may be an important new treatment option to expand the reach of immunotherapies in diverse treatment settings and indications. We will continue our progress with ADXS-503 in NSCLC and will expand our ADXS-HOT program to additional indications, with our planned study of ADXS-504 in early stage prostate cancer, and look forward to providing additional study updates in the coming months.”

Second Quarter Ended April 30, 2021 Financial Results

Research and development expenses for the second quarter of fiscal year 2021 were $4.34 million, compared with $3.92 for the second quarter of fiscal year 2020. The increase of $0.42 million was primarily attributable to winding down some legacy studies and losses on disposal of research-related property and equipment in connection with the termination of the office lease at the Company’s former location.

General and administrative expenses for the three months ended April 30, 2021 were at $3.35 million, compared to $2.65 million in the same three-month period in fiscal 2020. The increase of $0.7 million primarily relates to increases in sub-license fees and legal fees, amounts paid in settlement of shareholder demand letters and losses on disposal of other property and equipment in connection with the termination of the Company’s office lease at its former location.

As of April 30, 2021, the Company had approximately $48.1 million in cash and cash equivalents. The Company believes this is sufficient capital to fund its obligations, as they become due, in the ordinary course of business into the 3rd fiscal quarter of 2023.

About Advaxis, Inc.
Advaxis, Inc. is a clinical-stage biotechnology company focused on the development and commercialization of proprietary Lm-based antigen delivery products. These immunotherapies are based on a platform technology that utilizes live attenuated Listeria monocytogenes (Lm) bioengineered to secrete antigen/adjuvant fusion proteins. These Lm-based strains are believed to be a significant advancement in immunotherapy as they integrate multiple functions into a single immunotherapy and are designed to access and direct antigen presenting cells to stimulate anti-tumor T cell immunity, activate the immune system with the equivalent of multiple adjuvants, and simultaneously reduce tumor protection in the tumor microenvironment to enable T cells to eliminate tumors.

To learn more about Advaxis, visit www.advaxis.com and connect on Twitter, LinkedIn, Facebook and YouTube.

Forward-Looking Statements

This press release contains forward-looking statements that are made pursuant to the safe harbor provisions within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements are any statements that express the current beliefs and expectations of management, including but not limited to statements related to the expected clinical development of the Company’s drug product candidates, statements about the Company’s balance sheet position, including the sufficiency of the Company’s cash and cash equivalents to fund its obligations into the future, and statements related to the goals, plans and expectations for the Company’s ongoing clinical studies. These and other risks are discussed in the Company’s filings with the SEC, including, without limitation, its Annual Report on Form 10-K, filed on January 22, 2021, and its periodic reports on Form 10-Q and Form 8-K. Any statements contained herein that do not describe historical facts are forward-looking statements that are subject to risks and uncertainties that could cause actual results, performance and achievements to differ materially from those discussed in such forward-looking statements. The Company cautions readers not to place undue reliance on any forward-looking statements, which speak only as of the date they were made. The Company undertakes no obligation to update or revise forward-looking statements, except as otherwise required by law, whether as a result of new information, future events or otherwise.

KEYTRUDA® is a registered trademark of Merck Sharp & Dohme Corp., a subsidiary of Merck & Co., Inc., Kenilworth, N.J., USA.

Contact:

Tim McCarthy, LifeSci Advisors, LLC
212.915.2564
[email protected] 

 
ADVAXIS, INC.
CONDENSED BALANCE SHEETS
(In thousands, except share and per share data)
 
  April 30, 2021     October 31,  
  (Unaudited)     2020  
ASSETS              
Current Assets:              
Cash and cash equivalents $ 48,110     $ 25,178  
Deferred expenses   1,333       1,808  
Accounts receivable   1,375        
Prepaid expenses and other current assets   1,295       865  
Total current assets   52,113       27,851  
               
Property and equipment (net of accumulated depreciation)   333       2,393  
Intangible assets (net of accumulated amortization)   3,325       3,261  
Operating right-of-use asset (net of accumulated amortization)         4,839  
Other assets         182  
Total assets $ 55,771     $ 38,526  
               
LIABILITIES AND STOCKHOLDERS’ EQUITY              
Current liabilities:              
Accounts payable $ 1,156     $ 410  
Accrued expenses   2,133       1,737  
Common stock warrant liability   4,931       17  
Current portion of operating lease liability         962  
Deferred revenue         165  
Total current liabilities   8,220       3,291  
               
Operating lease liability, net of current portion         5,055  
Total liabilities   8,220       8,346  
               
Commitments and contingencies – Note 9              
               
Stockholders’ equity:              
Preferred stock, $0.001 par value; 5,000,000 shares authorized; Series B Preferred Stock; 0 shares issued and outstanding at April 30, 2021 and October 31, 2020; Liquidation preference of $0 at April 30, 2021 and October 31, 2020          
Common stock – $0.001 par value; 170,000,000 shares authorized, 145,638,459 and 78,074,023 shares issued and outstanding at April 30, 2021 and October 31, 2020, respectively   146       78  
Additional paid-in capital   467,227       440,840  
Accumulated deficit   (419,822 )     (410,738 )
Total stockholders’ equity   47,551       30,180  
Total liabilities and stockholders’ equity $ 55,771     $ 38,526  

 
ADVAXIS, INC.
CONDENSED STATEMENTS OF OPERATIONS (Unaudited)
(In thousands, except share and per share data)
 
  Three Months Ended     Six Months Ended  
  April 30,     April 30,  
  2021     2020     2021     2020  
                       
Revenue $ 1,375     $ 250     $ 2,990     $ 253  
                               
Operating expenses:                              
Research and development expenses   4,344       3,922       6,914       8,781  
General and administrative expenses   3,352       2,649       6,360       5,679  
Total operating expenses   7,696       6,571       13,274       14,460  
                               
Loss from operations   (6,321 )     (6,321 )     (10,284 )     (14,207 )
                               
Other income (expense):                              
Interest income, net   2       35       3       101  
Net changes in fair value of derivative liabilities   995       14       968       (23 )
Other income (expense)   217       (1 )     229       (1 )
Net loss before income taxes   (5,107 )     (6,273 )     (9,084 )     (14,130 )
                               
Income tax expense         50             50  
                               
Net loss $ (5,107 )   $ (6,323 )   $ (9,084 )   $ (14,180 )
                               
Net loss per common share, basic and diluted $ (0.04 )   $ (0.10 )   $ (0.08 )   $ (0.25 )
                               
Weighted average number of common shares, basic and diluted   123,145,051       60,572,632       111,895,403       56,107,657  

 
ADVAXIS, INC.
CONDENSED STATEMENTS OF CASH FLOWS (Unaudited)
(In thousands)
 
  Six Months Ended  
  April 30,  
  2021     2020  
           
OPERATING ACTIVITIES              
Net loss $ (9,084 )   $ (14,180 )
Adjustments to reconcile net loss to net cash used in operating activities:              
Stock compensation   451       452  
Employee stock purchase plan expense         1  
Loss (gain) on change in value of warrants   (968 )     23  
Loss on disposal of property and equipment   1,530        
Loss on write-down of intangible assets   69        
Abandonment of intangible assets         603  
Depreciation expense   316       457  
Amortization expense of intangible assets   135       181  
Amortization of right-of-use asset   327       365  
Net gain on write off of right-of-use asset and lease liability   (1,116 )      
Change in operating assets and liabilities:              
Accounts receivable   (1,375 )      
Prepaid expenses, other current assets and deferred expenses   45       235  
Other assets   182       1  
Accounts payable and accrued expenses   1,142       (1,161 )
Deferred revenue   (165 )      
Operating lease liabilities   (389 )     (397 )
Net cash used in operating activities   (8,900 )     (13,420 )
               
INVESTING ACTIVITIES              
Proceeds from disposal of property and equipment   214        
Cost of intangible assets   (268 )     (358 )
Net cash used in investing activities   (54 )     (358 )
               
FINANCING ACTIVITIES              
Net proceeds of issuance of common stock and warrants   28,115       9,628  
Warrant exercises   3,771        
Proceeds from employee stock purchase plan         4  
Net cash provided by financing activities   31,886       9,632  
               
Net increase in cash and cash equivalents   22,932       (4,146 )
Cash and cash equivalents at beginning of period   25,178       32,363  
Cash and cash equivalents at end of period $ 48,110     $ 28,217  
               
SUPPLEMENTAL CASH FLOW INFORMATION              
Cash paid for taxes $     $ 50  
               
SUPPLEMENTAL DISCLOSURE OF NON-CASH AND FINANCING ACTIVITIES              
Warrant liability reclassified into equity         2  



Vroom, Inc. Announces Proposed Convertible Senior Notes Offering

NEW YORK, June 14, 2021 (GLOBE NEWSWIRE) — Vroom, Inc. (Nasdaq: VRM) (“Vroom”) today announced its intention to offer, subject to market and other conditions, $500,000,000 aggregate principal amount of convertible senior notes due 2026 (the “notes”) in a private offering to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”). Vroom also expects to grant the initial purchasers of the notes an option to purchase, for settlement within a period of 13 days from, and including, the date the notes are first issued, up to an additional $75,000,000 aggregate principal amount of notes.

The final terms of the notes, including the initial conversion price, interest rate and certain other terms, will be determined at the time of pricing of the offering. When issued, the notes will be senior, unsecured obligations of Vroom, will accrue interest payable semi-annually in arrears and will mature on July 1, 2026, unless earlier repurchased, redeemed or converted. Noteholders will have the right to convert their notes in certain circumstances and during specified periods. Vroom will settle conversions by paying or delivering, as applicable, cash, shares of its common stock or a combination of cash and shares of its common stock, at Vroom’s election. The notes will be redeemable, in whole or in part (subject to a partial redemption limitation), for cash at Vroom’s option at any time, and from time to time, on or after July 6, 2024 and on or before the 40th scheduled trading day immediately before the maturity date, but only if the last reported sale price per share of Vroom’s common stock exceeds 130% of the conversion price for a specified period of time. The redemption price will be equal to the principal amount of the notes to be redeemed, plus accrued and unpaid interest, if any, to, but excluding, the redemption date.

Vroom intends to use the net proceeds from the offering for general corporate purposes, including advertising and marketing, expansion of its proprietary logistics operations, increased resources in its customer experience team, technology development, working capital, operating expenses and capital expenditures. Vroom may also use a portion of the net proceeds to acquire or invest in businesses, products, services or technologies; however, Vroom does not have agreements or commitments for any material acquisitions or investments at this time.

The offer and sale of the notes and any shares of common stock issuable upon conversion of the notes have not been, and will not be, registered under the Securities Act or any other securities laws, and the notes and any such shares cannot be offered or sold except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and any other applicable securities laws. This press release does not constitute an offer to sell, or the solicitation of an offer to buy, the notes or any shares of common stock issuable upon conversion of the notes, nor will there be any sale of the notes or any such shares, in any state or other jurisdiction in which such offer, sale or solicitation would be unlawful.

About Vroom, Inc.

Vroom is an innovative, end-to-end ecommerce platform designed to offer a better way to buy and a better way to sell used vehicles. The company’s scalable, data-driven technology brings all phases of the vehicle buying and selling process to consumers wherever they are and offers an extensive selection of vehicles, transparent pricing, competitive financing, and at-home pick-up and delivery. Vroom is based in New York and Houston and also operates the Texas Direct Auto and CarStory brands.

Forward-Looking Statements:

This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. All statements contained in this press release that do not relate to matters of historical fact should be considered forward-looking statements, including without limitation statements relating to the proposed offering. These statements are based on management’s current assumptions and are neither promises nor guarantees, but involve known and unknown risks, uncertainties and other important factors that may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. For factors that could cause actual results to differ materially from the forward-looking statements in this press release, please see the risks and uncertainties identified under the heading “Risk Factors” in our Quarterly Report on Form 10-Q for the quarter ended March 31, 2021 filed with the SEC and our Annual Report on Form 10-K for the year ended December 31, 2021 filed with the SEC, as such factors may be updated from time to time in our other filings with the SEC, which are accessible on the SEC website at www.sec.gov. All forward-looking statements reflect our beliefs and assumptions only as of the date of this press release. Vroom undertakes no obligation to update forward-looking statements to reflect future events or circumstances.

Investor Relations:
Vroom
Allen Miller
[email protected]

Source: Vroom, Inc.



CrossFirst Bank Enters Fast-Growing Phoenix Market

CrossFirst Bank Enters Fast-Growing Phoenix Market

Experienced Arizona Banking Executive, Kevin Halloran, Named as Market President

LEAWOOD, Kan.–(BUSINESS WIRE)–
CrossFirst Bankshares, Inc. (NASDAQ: CFB), the bank holding company for CrossFirst Bank, announced today that it has plans to enter the Phoenix, Arizona market and has named Kevin Halloran as Phoenix Market President.

This press release features multimedia. View the full release here: https://www.businesswire.com/news/home/20210614005756/en/

Kevin Halloran Phoenix Market President (Photo: Business Wire)

Kevin Halloran Phoenix Market President (Photo: Business Wire)

“As we looked to expand outside our traditional CrossFirst footprint, we believe Phoenix is a great opportunity given the region’s favorable demographics, strong population, and business growth,” said President & CEO of CrossFirst Bankshares, Inc., Mike Maddox. “As an entrepreneurial bank, we are excited about the opportunity to work with businesses and professionals in Phoenix and Maricopa County and to support the region’s rapid growth. We are fortunate to have identified a local leader in Kevin Halloran, who brings decades of banking and financial services experience as well as deep Arizona connections to the role.”

In his role as Market President, Halloran will be responsible for opening CrossFirst’s bank location in Phoenix, recruiting an experienced team of Bankers, delivering extraordinary banking services to businesses, professionals and their families and supporting the needs of the Phoenix community.

“I am thrilled to be joining the team at CrossFirst Bank and particularly excited to leverage my experience in the Phoenix market as we plant the CrossFirst flag and grow the bank’s presence in the region,” said Kevin Halloran. “Having had the opportunity to work with a number of organizations throughout my career, I understand the importance of culture and extraordinary client service as true differentiators in the industry and am pleased to join a bank that brings both of these to the table.”

Halloran has spent more than 35 years in banking in a variety of executive and leadership roles, with a particular focus on commercial credit and business development. He has a strong background in risk management, sales and talent development. Before joining CrossFirst, Halloran served as Arizona Market President for CIT, where he was responsible for the Arizona commercial bank. Prior to CIT, Halloran served as state president of Mutual of Omaha Bank since 2012. In that role, he led the bank’s commercial, healthcare, charter school, homebuilding and commercial real estate teams for Arizona, effectively growing loans, deposits and fee income while ensuring high credit quality. Halloran also has worked for Citibank, First Interstate Bank and Comerica.

Halloran earned his bachelor’s degree in Finance from Indiana University and is a graduate of the University of Oklahoma Banking School and the Executive Leadership Coaching Program. He has served on the Board of Directors for the Boys and Girls Club of Phoenix and is currently on the Board of the Arizona Bankers Association and serves on the Advisory Board for Arizona Multi-Bank, a division of Clearinghouse CDFI.

The bank is seeking regulatory approval to open a temporary CrossFirst Phoenix office located at 2801 E. Camelback Road, Suite 200. The bank has filed an application with the State Bank Commissioner and Federal Deposit Insurance Corporation. Later this year, CrossFirst has plans to relocate into a permanent branch location at 3237 E. Camelback Road.

CrossFirst has a history of successfully expanding its footprint. Since 2007, it has grown its presence throughout the state of Kansas, as well as Oklahoma, Texas, and Missouri.

Cautionary Statement Regarding Forward Looking Statements

This press release contains forward-looking statements. These statements are made under the “safe harbor” provisions of the U.S. Private Securities Litigation Reform Act of 1995. Statements that are not historical facts, including statements about CrossFirst Bankshares, Inc.’s beliefs and expectations, are forward-looking statements. Forward-looking statements involve inherent risks and uncertainties, and a number of factors could cause actual results to differ materially from those contained in any forward-looking statement. These factors include, but are not limited to; (i) our ability to successfully manage our credit risk and the sufficiency of our allowance; (ii) capital and credit market volatility, (iii) local and global business and economic conditions, (iv) our anticipated growth strategies, (v) changes in the laws, rules, regulations, interpretations or policies relating to financial institutions, accounting, tax, trade, monetary and fiscal matters, including the policies of the Federal Reserve and as a result of initiatives of the current administration and (vi) our future business development, results of operations and financial condition. In some cases, forward-looking statements can be identified by words or phrases such as “may,” “will,” “expect,” “anticipate,” “target,” “aim,” “estimate,” “intend,” “plan,” “believe,” “potential,” “continue,” “is/are likely to” or other similar expressions. All information provided in this press release is as of the date of this press release, and CrossFirst undertakes no duty to update such information, except as required under applicable law.

About CrossFirst Bankshares

CrossFirst Bankshares, Inc. (Nasdaq: CFB) is a Kansas corporation and a registered bank holding company for its wholly owned subsidiary CrossFirst Bank, which is headquartered in Leawood, Kansas. CrossFirst is a full-service bank that offers a suite of products and services to businesses, professionals, individuals and families. CrossFirst is comprised of an experienced team of bankers united around a single purpose of serving people in extraordinary ways. For more information on CrossFirst Bankshares, visit https://investors.crossfirstbankshares.com/investor-relations.

Media Contact

Meggin Nilssen

CrossFirst Bank

816.895.4604

[email protected]

Investor Relations

Matt Needham

CrossFirst Bankshares, Inc.

913.312.6822

[email protected]

KEYWORDS: United States North America Arizona Kansas

INDUSTRY KEYWORDS: Banking Professional Services Finance

MEDIA:

Logo
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Photo
Photo
Kevin Halloran Phoenix Market President (Photo: Business Wire)

Concrete Pumping Holdings Reports Strong Second Quarter Fiscal Year 2021 Results

DENVER, June 14, 2021 (GLOBE NEWSWIRE) — Concrete Pumping Holdings, Inc. (Nasdaq: BBCP) (the “Company” or “CPH”), a leading provider of concrete pumping and waste management services in the U.S. and U.K., reported financial results for its second quarter of fiscal year 2021 ended April 30, 2021.

Second Quarter Fiscal Year 2021 Summary vs. Second Quarter of Fiscal Year 2020 (where applicable)

  • Revenue increased 4% to $76.9 million compared to $74.0 million.
  • Gross margin increased 30 basis points to 43.3% compared to 43.0%.
  • Net loss attributable to common shareholders improved significantly to $11.4 million or $(0.21) per diluted share, compared to a net loss attributable to common shareholders of $56.2 million or $(1.06) per diluted share.
    • The second quarter of 2021 included a $11.5 million non-cash loss on the revaluation of warrant liabilities compared to a $3.3 million non-cash gain in the same period of fiscal 2020.
    • The second quarter of 2020 included a $57.9 million non-cash goodwill and intangibles impairment charge due to the COVID-19 impact depressing the Company’s market capitalization.
  • Adjusted EBITDA1 increased 7% to $25.0 million compared to $23.5 million, with adjusted EBITDA margin increasing 80 basis points to 32.6% compared to 31.8%.
  • Amounts outstanding under debt agreements was $376.1 million with net debt1 of $362.4 million. Total available liquidity increased to $134.9 million as of April 30, 2021 compared to $118.4 million as of January 31, 2021.

Management Commentary

“Our second quarter continued to highlight the resilience of our business, the flexibility of our projects and the profitability of our model,” said Bruce Young, CEO of Concrete Pumping Holdings. “We experienced a record-setting cold weather event in our South and Central regional markets, yet we delivered a quarter that met our internal expectations. This included continued growth in our market share, strength in residential and infrastructure projects, and recovery in our commercial work. We also continued to demonstrate our strong financial profile with approximately $29 million in year-to-date free cash flow1 that contributed to us improving total available liquidity to $134.9 million. Given our execution to date, we remain in a strong position to execute upon our strategic priorities and financial outlook in 2021.”

_______________
1 Adjusted EBITDA, Adjusted EBITDA margin, net debt and free cash flow are financial measures that are not calculated in accordance with Generally Accepted Accounting Principles in the United States (“GAAP”). See “Non-GAAP Financial Measures” below for a discussion of the definitions of these non-GAAP financial measures and a reconciliation to their most comparable GAAP measures.

Second Quarter Fiscal Year 2021 Financial Results

Revenue in the second quarter of fiscal year 2021 increased 4% to $76.9 million compared to $74.0 million in the second quarter of fiscal year 2020. The increase was driven by increased revenue from the Company’s U.K. Operations and its U.S. Concrete Waste Management business.

Gross profit in the second quarter of fiscal year 2021 increased 5% to $33.3 million compared to $31.9 million in the year-ago quarter. Gross margin improved to 43.3% compared to 43.0% in the prior year quarter.

G&A expenses for the fiscal 2021 second quarter were $26.5 million compared to $26.4 million in the fiscal 2020 second quarter. As a percent of revenue, G&A expenses were 34.4% for the fiscal 2021 second quarter compared to 35.6% in the fiscal 2020 second quarter. Excluding amortization of intangible assets and stock-based compensation expense, G&A expenses were down $0.3 million year-over-year to $16.2 million (21.1% of revenue) from $16.4 million (22.2% of revenue).

Net loss attributable to common shareholders improved significantly to $11.4 million or $(0.21) per diluted share, compared to a net loss attributable to common shareholders of $56.2 million or $(1.06) per diluted share. As previously disclosed, the Company recently determined that its outstanding warrants should be accounted for as liabilities and recorded at fair value on the date of the transaction and subsequently re-measured to fair value at each reporting date. For the three months ended April 30, 2021 and 2020, the Company recognized a non-cash loss of $11.5 million and a non-cash gain of $3.3 million, respectively, associated with the change in fair value of warrant liabilities.

Excluding the after-tax impact from the $57.9 million goodwill and intangibles impairment charge in the second quarter of fiscal 2020 and the non-cash gains or losses from the revaluation of warrant liabilities during both years, net income to common shareholders for the second quarter of 2021 was $0.1 million or $0.00 per diluted share versus net loss to common shareholders of $3.9 million or $(0.08) per diluted share.

Adjusted EBITDA in the second quarter of fiscal year 2021 increased 7% to $25.0 million compared to $23.5 million in the year-ago quarter. Adjusted EBITDA margin increased to 32.6% compared to 31.8% in the year-ago quarter, with the improvement mainly due to the increase in revenues.

Liquidity

On April 30, 2021, the Company had debt outstanding of $376.1 million, net debt of $362.4 million and total available liquidity of $134.9 million.

Segment Results


U.S. Concrete Pumping.
Revenue in the second quarter of fiscal 2021 was $56.2 million compared to $57.5 million in the year-ago quarter. The decrease was primarily driven by severe weather conditions in Texas. Net loss in the second quarter improved to $0.9 million compared to a net loss of $44.3 million in the prior year quarter, which included the aforementioned goodwill impairment. Adjusted EBITDA was flat at $16.3 million compared to the year-ago quarter.


U.K. Operations.
Revenue in the second quarter of fiscal 2021 increased 41% to $11.9 million compared to $8.4 million in the year-ago quarter. The increase was attributable to the region’s recovery from the impacts of COVID-19. Net income in the second quarter improved to $0.4 million compared to a net loss of $16.0 million in the prior year second quarter, which included the goodwill impairment. Adjusted EBITDA improved 64% to $4.1 million compared to $2.5 million in the year-ago quarter.


U.S. Concrete Waste Management Services.
Revenue in the second quarter of fiscal 2021 increased 8% to $9.0 million compared to $8.3 million in the year-ago quarter. The increase was due to organic growth, pricing improvements and new product offerings. Net income in the second quarter was $0.8 million compared to $0.9 million in the prior year second quarter. Adjusted EBITDA was $4.0 million compared to $4.1 million in the year-ago quarter.

Fiscal Year 2021 Outlook

The Company continues to expect fiscal year 2021 revenue to range between $300.0 million to $310.0 million, Adjusted EBITDA to range between $105.0 million to $110.0 million, and free cash flow to range between $47.5 million and $52.5 million. The midpoint of the Company’s free cash flow outlook implies an 11% yield to its current market capitalization of approximately $470 million.

Conference Call

The Company will hold a conference call today at 5:00 p.m. Eastern time to discuss its second quarter 2021 results.

Date: Monday, June 14, 2021
Time: 5:00 p.m. Eastern time (3:00 p.m. Mountain time)
Toll-free dial-in number: 1-877-407-9039
International dial-in number: 1-201-689-8470
Conference ID: 13719885

Please call the conference telephone number 5-10 minutes prior to the start time. An operator will register your name and organization. If you have any difficulty connecting with the conference call, please contact Gateway Investor Relations at 1-949-574-3860.

The conference call will be broadcast live and available for replay here and via the investor relations section of the Company’s website at www.concretepumpingholdings.com.

A replay of the conference call will be available after 8:00 p.m. Eastern time on the same day through July 5, 2021.

Toll-free replay number: 1-844-512-2921
International replay number: 1-412-317-6671
Replay ID: 13719885 

About Concrete Pumping Holdings

Concrete Pumping Holdings is the leading provider of concrete pumping services and concrete waste management services in the fragmented U.S. and U.K. markets, primarily operating under what we believe are the only established, national brands in both geographies – Brundage-Bone for concrete pumping in the U.S., Camfaud in the U.K., and Eco-Pan for waste management services in both the U.S. and U.K. The Company’s large fleet of specialized pumping equipment and trained operators position it to deliver concrete placement solutions that facilitate labor cost savings to customers, shorten concrete placement times, enhance worksite safety and improve construction quality. Highly complementary to its core concrete pumping service, Eco-Pan seeks to provide a full-service, cost-effective, regulatory-compliant solution to manage environmental issues caused by concrete washout. As of April 30, 2021, the Company provided concrete pumping services in the U.S. from a footprint of approximately 90 locations across 22 states, concrete pumping services in the U.K. from approximately 30 locations, and route-based concrete waste management services from 16 locations in the U.S. and 1 shared location in the U.K. For more information, please visit www.concretepumpingholdings.com or the Company’s brand websites at www.brundagebone.com, www.camfaud.co.uk, or www.eco-pan.com.

ForwardLooking Statements

This press release includes “forward-looking statements” within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995. The Company’s actual results may differ from expectations, estimates and projections and consequently, you should not rely on these forward-looking statements as predictions of future events. Words such as “expect,” “estimate,” “project,” “budget,” “forecast,” “anticipate,” “intend,” “plan,” “may,” “will,” “could,” “should,” “believes,” “predicts,” “potential,” “continue,” “outlook” and similar expressions are intended to identify such forward-looking statements. These forward-looking statements include, without limitation, the Company’s expectations with respect to future performance, including the Company’s fiscal year 2021 outlook. These forward-looking statements involve significant risks and uncertainties that could cause the actual results to differ materially from the expected results. Most of these factors are outside the Company’s control and are difficult to predict. Factors that may cause such differences include, but are not limited to: the impacts on the Company related to the recent accounting restatement, material weakness in internal control over financial reporting and the assessment of complex accounting issues, as disclosed in the Company’s From 10-K/A filed with the Securities and Exchange Commission (the “SEC”) on June 11, 2021 (The “Amended 10-K”); the impacts of the COVID-19 pandemic and related economic conditions on the Company; the outcome of any legal proceedings or demand letters that may be instituted against or sent to the Company or its subsidiaries; the ability of the Company to grow and manage growth profitably and retain its key employees; the ability to complete targeted acquisitions and realize the expected benefits from recent acquisitions; changes in applicable laws or regulations; the possibility that the Company may be adversely affected by other economic, business, and/or competitive factors; and other risks and uncertainties indicated from time to time in the Company’s filings with the Securities and Exchange Commission, including the risk factors in the Company’s latest Annual Report on Form 10-K, the Amended 10-K, and Quarterly Reports on Form 10-Q. The Company cautions that the foregoing list of factors is not exclusive. The Company cautions readers not to place undue reliance upon any forward-looking statements, which speak only as of the date made. The Company does not undertake or accept any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements to reflect any change in its expectations or any change in events, conditions or circumstances on which any such statement is based.

Non-GAAP Financial Measures

Adjusted EBITDA is a financial measure that is not calculated in accordance with Generally Accepted Accounting Principles in the United States (“GAAP”). The Company believes that this non-GAAP financial measure provides 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 also uses this non-GAAP financial measure to compare the Company’s performance to that of prior periods for trend analyses, determining incentive compensation and for budgeting and planning purposes. Adjusted EBITDA is also used in quarterly and annual financial reports prepared for the Company’s board of directors. The Company believes that this non-GAAP measure provides an additional tool for investors to use in evaluating the Company’s ongoing operating results and in comparing the Company’s financial results with competitors who also present similar non-GAAP financial measures.

Adjusted EBITDA is defined as net income calculated in accordance with GAAP plus interest expense, income taxes, depreciation, amortization, transaction expenses, loss on debt extinguishment, stock-based compensation, other income, net, and other adjustments. Adjusted EBITDA is not pro forma for acquisitions. Adjusted EBITDA margin is defined as Adjusted EBITDA divided by total revenue for the period presented. See below for a reconciliation of Adjusted EBITDA to net income (loss) calculated in accordance with GAAP.

Net debt is calculated as all amounts outstanding under debt agreements (currently this includes the Company’s term loan and revolving line of credit balances, excluding any offsets for capitalized deferred financing costs) measured in accordance with GAAP less cash. Cash is subtracted from the GAAP measure because it could be used to reduce the Company’s debt obligations. A limitation associated with using net debt is that it subtracts cash and therefore may imply that there is less Company debt than the most comparable GAAP measure indicates. CPH believes this non-GAAP measure provides useful information to management and investors in order to monitor the Company’s leverage and evaluate the Company’s consolidated balance sheet. See “Non-GAAP Measures (Reconciliation of Net Debt)” below for a reconciliation of Net Debt to amounts outstanding under debt agreements calculated in accordance with GAAP.

Free cash flow is defined as Adjusted EBITDA less net capital expenditures and cash paid for interest. This measure is not a substitute for cash flow from operations and does not represent the residual cash flow available for discretionary expenditures, since certain non-discretionary expenditures, such as debt servicing payments, are not deducted from the measure. CPH believes this non-GAAP measure provides useful information to management and investors in order to monitor and evaluate the cash flow yield of the business.

The financial statement tables that accompany this press release include a reconciliation of Adjusted EBITDA, net debt and free cash flow to the applicable most comparable U.S. GAAP financial measure. However, the Company has not reconciled the forward-looking Adjusted EBITDA guidance range and free cash flow range included in this press release to the most directly comparable forward-looking GAAP measures because this cannot be done without unreasonable effort due to the lack of predictability regarding the various reconciling items such as provision for income taxes and depreciation and amortization.

Current and prospective investors should review the Company’s audited annual and unaudited interim financial statements, which are filed with the U.S. Securities and Exchange Commission, and not rely on any single financial measure to evaluate the Company’s business. Other companies may calculate Adjusted EBITDA, net debt and free cash flow differently and therefore these measures may not be directly comparable to similarly titled measures of other companies.

As a result of the business combination between our predecessor, Industrea Acquisition Corp., and the private operating company formerly called Concrete Pumping Holdings, Inc. (the “Business Combination”), the Company is the acquirer for accounting purposes and CPH is the acquiree and accounting predecessor. The Company’s financial statement presentation distinguishes the Company’s presentations into two distinct periods, the period up to the Business Combination closing date (labeled “Predecessor”) and the period including and after that date (labeled “Successor”). The Business Combination was accounted for as a business combination using the acquisition method of accounting, and the Successor financial statements reflect a new basis of accounting that is based on the fair value of the net assets acquired. As the underlying business and financial results of the Successor and Predecessor entities are expected to be largely consistent, excluding the impact on certain financial statement line items that were impacted by the Business Combination, management has combined the fiscal year 2019 results of the Predecessor and Successor periods for comparability in certain tables below. Accordingly, in addition to presenting our results of operations as reported in our consolidated financial statements in accordance with GAAP, the tables below present the non-GAAP combined results for the fiscal year 2019.

Contact:

Company:

Iain Humphries
Chief Financial Officer
1-303-289-7497
Investor Relations:

Gateway Investor Relations
Cody Slach
1-949-574-3860
[email protected]  

Concrete Pumping Holdings, Inc.
Consolidated Balance Sheets

    April 30,     October 31,  
(in thousands, except per share amounts)   2021     2020  
ASSETS                
                 
Current assets:                
Cash and cash equivalents   $ 13,714     $ 6,736  
Trade receivables, net     41,800       44,343  
Inventory     4,555       4,630  
Income taxes receivable     352       1,602  
Prepaid expenses and other current assets     7,204       2,694  
Total current assets     67,625       60,005  
                 
Property, plant and equipment, net     304,865       304,254  
Intangible assets, net     171,213       183,839  
Goodwill     225,012       223,154  
Other non-current assets     712       1,753  
Deferred financing costs     2,088       753  
Total assets   $ 771,515     $ 773,758  
                 
LIABILITIES AND STOCKHOLDERS’ EQUITY                
                 
Current liabilities:                
Revolving loan   $ 1,087     $ 1,741  
Term loans, current portion           20,888  
Current portion of capital lease obligations     100       97  
Accounts payable     6,622       6,587  
Accrued payroll and payroll expenses     10,838       13,065  
Accrued expenses and other current liabilities     21,618       18,879  
Income taxes payable     601       1,055  
Total current liabilities     40,866       62,312  
                 
Long term debt, net of discount for deferred financing costs     368,388       343,906  
Capital lease obligations, less current portion     330       380  
Deferred income taxes     65,618       68,019  
Warrant liabilities     18,485       7,031  
Total liabilities     493,687       481,648  
                 
                 
Zero-dividend convertible perpetual preferred stock, $0.0001 par value, 2,450,980 shares issued and outstanding as of April 30, 2021 and October 31, 2020     25,000       25,000  
                 
Stockholders’ equity                
Common stock, $0.0001 par value, 500,000,000 shares authorized, 56,575,186 and 56,463,992 issued and outstanding as of April 30, 2021 and October 31, 2020, respectively     6       6  
Additional paid-in capital     371,703       367,681  
Treasury stock     (461 )     (131 )
Accumulated other comprehensive income     4,563       (606 )
(Accumulated deficit) retained earnings     (122,983 )     (99,840 )
Total stockholders’ equity     252,828       267,110  
                 
Total liabilities and stockholders’ equity   $ 771,515     $ 773,758  
                 

Concrete Pumping Holdings, Inc.
Consolidated Statements of Operations

    Three Months Ended     Six Months Ended  
(in thousands, except share and per share amounts)   April 30, 2021     April 30, 2020     April 30, 2021     April 30, 2020  
                                 
Revenue   $ 76,873     $ 74,041     $ 147,294     $ 147,980  
Cost of operations     43,570       42,174       84,128       83,965  
Gross profit     33,303       31,867       63,166       64,015  
Gross margin     43.3 %     43.0 %     42.9 %     43.3 %
                                 
General and administrative expenses     26,472       26,381       48,860       52,988  
Goodwill and intangibles impairment           57,944             57,944  
Transaction costs     55             84        
Income (loss) from operations     6,776       (52,458 )     14,222       (46,917 )
                                 
Interest expense, net     (6,029 )     (8,765 )     (12,929 )     (18,268 )
Loss on extinguishment of debt                 (15,510 )      
Change in fair value of warrant liabilities     (11,456 )     3,254       (11,456 )     2,864  
Other income, net     26       34       52       103  
Loss before income taxes     (10,683 )     (57,935 )     (25,621 )     (62,218 )
                                 
Income tax expense (benefit)     170       (2,221 )     (2,478 )     (3,368 )
Net loss     (10,853 )     (55,714 )     (23,143 )     (58,850 )
                                 
Less preferred shares dividends     (499 )     (470 )     (1,006 )     (943 )
Less undistributed earnings allocated to preferred shares                        
                                 
Loss available to common shareholders   $ (11,352 )   $ (56,184 )   $ (24,149 )   $ (59,793 )
                                 
Weighted average common shares outstanding                                
Basic     53,465,799       52,782,663       53,303,302       52,752,884  
Diluted     53,465,799       52,782,663       53,303,302       52,752,884  
                                 
Net (loss) income per common share                                
Basic   $ (0.21 )   $ (1.06 )   $ (0.45 )   $ (1.13 )
Diluted   $ (0.21 )   $ (1.06 )   $ (0.45 )   $ (1.13 )
                                 

Concrete Pumping Holdings, Inc.  
Consolidated Statements of Cash Flows

    Six Months Ended  
(in thousands, except per share amounts)   April 30, 2021     April 30, 2020  
                 
Net income (loss)   $ (23,143 )   $ (58,850 )
Adjustments to reconcile net income to net cash provided by operating activities:                
Goodwill and intangibles impairment           57,944  
Depreciation     13,991       13,015  
Deferred income taxes     (2,926 )     (3,515 )
Amortization of deferred financing costs     1,419       2,076  
Amortization of intangible assets     13,853       17,147  
Stock-based compensation expense     4,022       2,850  
Change in fair value of warrant liabilities     11,456       (2,864 )
Loss on extinguishment of debt     15,510        
Net (loss) gain on the sale of property, plant and equipment     (869 )     (477 )
Payment of contingent consideration in excess of amounts established in purchase accounting           (526 )
Net changes in operating assets and liabilities (net of acquisitions):                
Trade receivables, net     3,135       4,009  
Inventory     161       127  
Prepaid expenses and other current assets     (3,377 )     (5,209 )
Income taxes payable, net     750       301  
Accounts payable     (145 )     (101 )
Accrued payroll, accrued expenses and other current liabilities     2,359       1,060  
Net cash provided by operating activities     36,196       26,987  
                 
Cash flows from investing activities:                
Purchases of property, plant and equipment     (16,672 )     (23,305 )
Proceeds from sale of property, plant and equipment     3,687       3,607  
Net cash used in investing activities     (12,985 )     (19,698 )
                 
Cash flows from financing activities:                
Proceeds on long term debt     375,000        
Payments on long term debt     (381,206 )     (10,444 )
Proceeds on revolving loan     138,239       143,559  
Payments on revolving loan     (139,004 )     (127,404 )
Payment of debt issuance costs     (8,464 )      
Payments on capital lease obligations     (47 )     (45 )
Purchase of treasury stock     (330 )     (131 )
Payment of contingent consideration established in purchase accounting           (1,161 )
Net cash provided by (used in) financing activities     (15,812 )     4,374  
Effect of foreign currency exchange rate on cash     (421 )     (1,088 )
Net increase in cash and cash equivalents     6,978       10,575  
Cash and cash equivalents:                
Beginning of period     6,736       7,473  
End of period   $ 13,714     $ 18,048  
                 

Concrete Pumping Holdings, Inc.
Segment Revenue

    Three Months Ended     Change  
(in thousands)   April 30, 2021     April 30, 2020     $     %  
U.S. Concrete Pumping   $ 56,168     $ 57,459     $ (1,291 )     -2.2 %
U.K. Operations     11,853       8,401       3,452       41.1 %
U.S. Concrete Waste Management Services     9,008       8,306       702       8.5 %
Corporate     625       625             0.0 %
Intersegment     (781 )     (750 )     (31 )     4.1 %
    $ 76,873     $ 74,041     $ 2,832       3.8 %

    Six Months Ended     Change  
(in thousands)   April 30, 2021     April 30, 2020     $     %  
U.S. Concrete Pumping   $ 108,484     $ 112,564     $ (4,080 )     -3.6 %
U.K. Operations     21,633       19,086       2,547       13.3 %
U.S. Concrete Waste Management Services     17,430       16,589       841       5.1 %
Corporate     1,250       1,250             0.0 %
Intersegment     (1,503 )     (1,509 )     6       -0.4 %
    $ 147,294     $ 147,980     $ (686 )     -0.5 %
                                 

Concrete Pumping Holdings, Inc.
Segment Adjusted EBITDA and Net Income (Loss)

    Net Income (Loss)     Adjusted EBITDA  
    Three Months Ended     Three Months Ended                  
(in thousands, except percentages)   April 30, 2021     April 30, 2020     April 30, 2021     April 30, 2020     $ Change     % Change  
U.S. Concrete Pumping   $ (925 )   $ (44,303 )   $ 16,306     $ 16,319     $ (13 )     -0.1 %
U.K. Operations     402       (15,955 )     4,114       2,516       1,598       63.5 %
U.S. Concrete Waste Management Services     833       859       4,002       4,055       (53 )     -1.3 %
Corporate     (11,163 )     3,685       625       625       (0 )     0.0 %
    $ (10,853 )   $ (55,714 )   $ 25,047     $ 23,515     $ 1,532       6.5 %

    Net Income (Loss)     Adjusted EBITDA  
    Six Months Ended     Six Months Ended                  
(in thousands, except percentages)   April 30, 2021     April 30, 2020     April 30, 2021     April 30, 2020     $ Change     % Change  
U.S. Concrete Pumping   $ (13,602 )   $ (46,790 )   $ 31,592     $ 33,166     $ (1,574 )     -4.7 %
U.K. Operations     (129 )     (16,848 )     6,861       5,127       1,734       33.8 %
U.S. Concrete Waste Management Services     1,450       1,225       7,702       7,804       (102 )     -1.3 %
Corporate     (10,862 )     3,563       1,250       1,250       (0 )     0.0 %
    $ (23,143 )   $ (58,850 )   $ 47,405     $ 47,347     $ 58       0.1 %
                                                 

Concrete Pumping Holdings, Inc.
Quarterly Financial Performance

(dollars in millions)   Revenue     Net Income (Loss)

1
    Adjusted EBITDA

2
    Capital Expenditures     Adjusted EBITDA less Capital Expenditures  
                                         
Q1 2017   $ 46     $ (6 )   $ 14     $ 4     $ 9  
Q2 2017   $ 51     $ 3     $ 16     $ 3     $ 13  
Q3 2017   $ 55     $ 4     $ 18     $ 1     $ 18  
Q4 2017   $ 60     $ 1     $ 20     $ 14     $ 6  
Q1 2018   $ 53     $ 18     $ 16     $ 7     $ 9  
Q2 2018   $ 56     $ 5     $ 18     $ 1     $ 17  
Q3 2018   $ 66     $ 5     $ 22     $ 11     $ 11  
Q4 2018   $ 68     $ 1     $ 22     $ 9     $ 13  
Q1 2019   $ 58     $ (26 )   $ 17     $ 11     $ 6  
Q2 2019   $ 62     $ (10 )   $ 18     $ 13     $ 5  
Q3 2019   $ 79     $ 3     $ 31     $ 4     $ 27  
Q4 2019   $ 84     $ 1     $ 30     $ 5     $ 25  
Q1 2020   $ 74     $ (3 )   $ 24     $ 20     $ 4  
Q2 2020   $ 74     $ (59 )   $ 24     $ 4     $ 20  
Q3 2020   $ 77     $ 3     $ 30     $ 6     $ 24  
Q4 2020   $ 79     $ (2 )   $ 30     $ 6     $ 24  
Q1 2021   $ 70     $ (12 )   $ 22     $ 8     $ 15  
Q2 2021   $ 77     $ (11 )   $ 25     $ 5     $ 20  
                                         

1 The Company (1) restated its consolidated financial statements as of October 31, 2019, for the Successor period from December 6, 2018 through October 31, 2019 and the unaudited interim periods within that period and (2) revised its consolidated financial statements as of October 31, 2020, for the fiscal year then ended and the unaudited interim periods within fiscal 2020 to reflect the Company’s warrants as liabilities. For further information, refer to the Company’s 10-K/A filed on June 11, 2021 with the Securities and Exchange Commission.

2 Adjusted EBITDA is a financial measure that is not calculated in accordance with Generally Accepted Accounting Principles in the United States (“GAAP”). See “Non-GAAP Financial Measures” below for a reconciliation of such measure to its most comparable GAAP measure.

Concrete Pumping Holdings, Inc.
Reconciliation of Net Income (Loss) to Reported EBITDA to Adjusted EBITDA

  Predecessor  
(dollars in thousands) Q1 2017   Q2 2017   Q3 2017   Q4 2017   Q1 2018   Q2 2018   Q3 2018   Q4 2018   November 1,

2018

through

December 5,

2018
 
Consolidated                                                      
Net income (loss) $ (6,296 ) $ 2,556   $ 3,923   $ 730   $ 17,558   $ 4,610   $ 4,825   $ 1,389   $ (22,575 )
Interest expense, net   6,386     6,095     5,456     4,811     5,087     5,126     5,477     5,735     1,644  
Income tax expense (benefit)   646     592     1,822     697     (13,544 )   1,211     1,701     848     (4,192 )
Depreciation and amortization   6,229     5,919     6,390     8,616     6,110     6,293     6,150     7,070     2,713  
EBITDA   6,965     15,162     17,591     14,854     15,211     17,240     18,153     15,042     (22,410 )
Transaction expenses   5,304         (465 )   (349 )   8     1,117     1,395     5,070     14,167  
Loss on debt extinguishment       213     279     4,669                     16,395  
Stock based compensation                   93     94     94          
Other expense (income)   (39 )   (32 )   (19 )   (84 )   (12 )   (8 )   (14 )   (21 )   (6 )
Goodwill and intangibles impairment                                    
Other adjustments   1,172     1,108     1,051     985     1,324     (471 )   2,674     2,161     1,442  
Adjusted EBITDA $ 13,402   $ 16,451   $ 18,437   $ 20,075   $ 16,624   $ 17,972   $ 22,302   $ 22,252   $ 9,588  

  (As Restated)                                      
  Successor   S&P Combined (non-GAAP)   Successor  
(dollars in thousands) December 6, 2018

through

January 31,

2019
  Q1 2019   Q2 2019   Q3 2019   Q4 2019   Q1 2020   Q2 2020   Q3 2020   Q4 2020   Q1 2021   Q2 2021  
Consolidated                                                                  
Net income (loss)   (6,152 )   (28,727 )   (24,419 )   7,318     6,850     (3,137 )   (55,714 )   247     (2,648 ) $ (12,290 ) $ (10,853 )
Interest expense, net   5,592     7,236     9,318     9,843     10,127     9,503     8,765     8,364     7,777     6,900     6,029  
Income tax expense (benefit)   (2,765 )   (6,957 )   1,572     (1,922 )   (188 )   (1,147 )   (2,221 )   (462 )   (1,147 )   (2,648 )   170  
Depreciation and amortization   8,374     11,087     12,132     16,477     15,669     15,085     15,076     14,665     16,827     13,838     14,007  
EBITDA   5,049     (17,361 )   (1,397 )   31,716     32,458     20,304     (34,094 )   22,814     20,809     5,800     9,353  
Transaction expenses       14,167     1,282     176     63                     29     55  
Loss on debt extinguishment       16,395                                 15,510      
Stock based compensation           361     1,625     1,633     1,467     1,383     1,357     7,247     672     3,350  
Change in fair value of warrant liabilities   2,522     2,522     14,774     (4,556 )   (6,249 )   391     (3,254 )   2,734     391         11,456  
Other expense (income)   (11 )   (17 )   (20 )   (28 )   12     (69 )   (33 )   (36 )   (31 )   (26 )   (26 )
Goodwill and intangibles impairment                           57,944                  
Other adjustments       1,442     3,234     1,627     1,635     1,741     1,569     3,169     1,498     373     859  
Adjusted EBITDA $ 7,560   $ 17,148   $ 18,234   $ 30,560   $ 29,552   $ 23,834   $ 23,515   $ 30,038   $ 29,914   $ 22,358   $ 25,047  
                                                                   

Note: The Company restated/revised its 2019/2020 financial statements. Further details discussed above.

Concrete Pumping Holdings, Inc.
Reconciliation of Net Income (Loss) to Reported EBITDA to Adjusted EBITDA

    Three Months Ended     Six Months Ended  
(dollars in thousands)   April 30, 2021     April 30, 2020     April 30, 2021     April 30, 2020  
Consolidated                                
Net income (loss)   $ (10,853 )   $ (55,714 )   $ (23,143 )   $ (58,850 )
Interest expense, net     6,029       8,765       12,929       18,268  
Income tax expense (benefit)     170       (2,221 )     (2,478 )     (3,368 )
Depreciation and amortization     14,007       15,076       27,844       30,162  
EBITDA     9,353       (34,094 )     15,152       (13,788 )
Transaction expenses     55             84        
Loss on debt extinguishment                 15,510        
Stock based compensation     3,350       1,383       4,022       2,850  
Change in fair value of warrant liabilities     11,456       (3,254 )     11,456       (2,864 )
Other expense (income)     (26 )     (33 )     (52 )     (103 )
Goodwill and intangibles impairment           57,944             57,944  
Other adjustments     859       1,569       1,233       3,308  
Adjusted EBITDA   $ 25,047     $ 23,515     $ 47,405     $ 47,347  
                                 
U.S. Concrete Pumping                                
Net income (loss)   $ (925 )   $ (44,303 )   $ (13,602 )   $ (46,790 )
Interest expense, net     5,247       8,096       11,370       16,828  
Income tax expense (benefit)     (381 )     (2,751 )     (3,204 )     (4,138 )
Depreciation and amortization     9,405       10,144       18,677       20,148  
EBITDA     13,346       (28,814 )     13,241       (13,952 )
Transaction expenses     55             84        
Loss on debt extinguishment                 15,510        
Stock based compensation     3,350       1,383       4,022       2,850  
Other expense (income)     (12 )     (7 )     (24 )     (17 )
Goodwill and intangibles impairment           43,500             43,500  
Other adjustments     (433 )     257       (1,241 )     785  
Adjusted EBITDA   $ 16,306     $ 16,319     $ 31,592     $ 33,166  
                                 
U.K. Operations                                
Net income (loss)   $ 402     $ (15,955 )   $ (129 )   $ (16,848 )
Interest expense, net     782       669       1,559       1,440  
Income tax expense (benefit)     79       509       (98 )     394  
Depreciation and amortization     2,071       2,065       4,081       4,261  
EBITDA     3,334       (12,712 )     5,413       (10,753 )
Transaction expenses                        
Loss on debt extinguishment                        
Stock based compensation                        
Other expense (income)     (12 )     (26 )     (26 )     (86 )
Goodwill and intangibles impairment           14,444             14,444  
Other adjustments     792       810       1,474       1,522  
Adjusted EBITDA   $ 4,114     $ 2,516     $ 6,861     $ 5,127  
                                 
U.S. Concrete Waste Management Services                                
Net income (loss)   $ 833     $ 859     $ 1,450     $ 1,225  
Interest expense, net                        
Income tax expense (benefit)     348       34       584       239  
Depreciation and amortization     2,323       2,660       4,670       5,339  
EBITDA     3,504       3,553       6,704       6,803  
Transaction expenses                        
Loss on debt extinguishment                        
Stock based compensation                        
Other expense (income)     (2 )           (2 )      
Goodwill and intangibles impairment                        
Other adjustments     500       502       1,000       1,001  
Adjusted EBITDA   $ 4,002     $ 4,055     $ 7,702     $ 7,804  
                                 
Corporate                                
Net income (loss)   $ (11,163 )   $ 3,685     $ (10,862 )   $ 3,563  
Interest expense, net                        
Income tax expense (benefit)     124       (13 )     240       137  
Depreciation and amortization     208       207       416       414  
EBITDA     (10,831 )     3,879       (10,206 )     4,114  
Transaction expenses                        
Loss on debt extinguishment                        
Stock based compensation                        
Change in fair value of warrant liabilities     11,456       (3,254 )     11,456       (2,864 )
Other expense (income)                        
Goodwill and intangibles impairment                        
Other adjustments                        
Adjusted EBITDA   $ 625     $ 625     $ 1,250     $ 1,250  
                                 

Note: The Company revised its 2020 financial statements. Further details discussed above.

Concrete Pumping Holdings, Inc.

Reconciliation of Free Cash Flow

    Six Months Ended  
(dollars in millions)   April 30, 2021  
Adjusted EBITDA   $ 47.4  
Less net capital expenditures     (13.0 )
Less cash paid for interest     (5.9 )
Free cash flow   $ 28.5  
         

Concrete Pumping Holdings, Inc.

Reconciliation of Net Debt

(in thousands)   January 31,
2020
    April 30,
2020
    July 31,
2020
    October 31,
2020
    January 31,
2021
    April 30, 
2021
    Change in Net
Debt Q1’21 to Q2’21
 
Term loan outstanding     396,871       391,650       386,427       381,205                    
Senior Notes                             375,000       375,000        
Revolving loan draws outstanding     38,661       39,211       12,990       1,741       7,687       1,087       (6,600 )
Less: Cash     (2,636 )     (18,048 )     (4,131 )     (6,736 )     (2,273 )     (13,714 )     (11,441 )
Net debt     432,896       412,813       395,286       376,210       380,414       362,373       (18,041 )
                                                         



Brookline Bancorp Announces Changes in Key Leadership Positions

Perrault Named Chairman and CEO; Michael McCurdy and Carl Carlson Advance to Become Co-Presidents

BOSTON, June 14, 2021 (GLOBE NEWSWIRE) — Brookline Bancorp, Inc. (the “Company”) (NASDAQ: BRKL) President & CEO Paul Perrault announced today that the Company’s Board of Directors has approved a number of key changes to the Company’s organizational structure. Perrault himself will become the Company’s Chairman, replacing Joseph Slotnik, who served as Chairman for the past ten years. Slotnik will remain on the Board as Lead Director.

The Board also voted to elevate General Counsel and Chief Risk Officer Michael McCurdy and Chief Financial and Strategy Officer Carl Carlson to serve jointly as Co-Presidents. Mr. McCurdy has been with the Company for ten years; Mr. Carlson for seven. Mr. McCurdy will also assume the role of Chief Operating Officer overseeing the Company’s two subsidiary banks (Brookline Bank and Bank Rhode Island), banking operations, human resources, and the Company’s two equipment finance units, Eastern Funding LLC and Macrolease. Mr. Carlson will continue to serve as Chief Financial Officer overseeing Finance and also Commercial and Consumer Product Management. Both – as well as Brookline Bancorp’s Chief Credit Officer, Robert Rose – will continue to report to Perrault who will remain as Chief Executive Officer of the Company.

“I’m delighted that the Board of Directors has voted to make these changes, the most significant of which is clearly Mike McCurdy’s and Carl Carlson’s elevation to Company co-presidents,” said Perrault. “This will recognize them for their experience and dedicated service to the Company and will also ensure that our customers and stockholders get the full benefit of their experience and counsel well into the future. I am looking forward to many more years of collaboration with Mike and Carl as they take the reins in so many areas of the Company.”

An attorney, Michael McCurdy joined Brookline Bancorp in 2011 as General Counsel and Chief Risk Officer. He joined Brookline Bancorp following four years as Executive Vice President, Director of Retail Banking, General Counsel and Corporate Secretary for Danvers Bancorp. Mr. McCurdy also served for six years as CEO of BankMalden. In addition to his work in financial services, Mr. McCurdy is an adjunct professor at Suffolk Law School where he teaches banking law.

Carl Carlson has served as Chief Financial and Strategy Officer for Brookline Bancorp since April 2014. He joined the Company after having served in a number of key finance roles for Webster Financial Corporation where he worked from 2007-2014. From 1986 until 2007, Mr. Carlson was employed by North Fork Bancorporation and held a number of positions, including Senior Vice President, Strategic Planning and Corporate Development. Mr. Carlson earned his MBA from Dowling College and has a BA in Finance from Clarkson University.

ABOUT BROOKLINE BANCORP, INC.

Brookline Bancorp, Inc., a bank holding company with approximately $8.6 billion in assets and branch locations in eastern Massachusetts and Rhode Island, is headquartered in Boston, Massachusetts and operates as the holding company for Brookline Bank and Bank Rhode Island. The Company provides commercial and retail banking services and cash management and investment services to customers throughout Central New England. It provides equipment financing through two subsidiary units, Macrolease and Eastern Funding LLC. More information about Brookline Bancorp, Inc. can be found at www.brooklinebancorp.com.

CONTACT:
Karen Schwartzman

Polaris Public Relations

(617) 710-1407



Top Gaming Brand Turtle Beach Announces Entry Into Game Controllers and Gaming Simulation Hardware at E3 2021

Top Gaming Brand Turtle Beach Announces Entry Into Game Controllers and Gaming Simulation Hardware at E3 2021

Leading Gaming Accessory Maker Enters Two New Market Segments with the Groundbreaking Recon Controller and VelocityOne Flight Simulation Control System

WHITE PLAINS, N.Y.–(BUSINESS WIRE)–
Leading gaming accessory maker Turtle Beach Corporation (Nasdaq: HEAR) today announced its entry into two large and rapidly growing gaming accessory markets – game controllers and gaming simulation hardware. At E3 2021, the Company revealed two groundbreaking products developed under its best-selling Turtle Beach brand and provided details for the all-new Designed for Xbox Recon™ Controller andVelocityOne™ Flight simulation control system. Turtle Beach’s entrance into the controller and gaming simulation hardware markets present two major opportunities for the Company to expand its reach by leveraging its strong brand and reputation for creating high-quality gaming hardware. These new products will provide gamers and simulation fans with first-to-market features and innovations designed to elevate their experiences. The Recon Controller is the first to pair Turtle Beach’s signature audio technology with game-winning controls. VelocityOne Flight is the complete flight control system, developed in collaboration with aeronautical engineers and pilots to deliver the most immersive, authentic, and modern PC and Xbox flying experience on the market.

This press release features multimedia. View the full release here: https://www.businesswire.com/news/home/20210614005747/en/

The Turtle Beach VelocityOne Flight is the all-in-one flight simulation controller for gamers on Xbox and Windows 10 PCs, and will be available summer 2021 for a MSRP of $349.95. (Photo: Business Wire)

The Turtle Beach VelocityOne Flight is the all-in-one flight simulation controller for gamers on Xbox and Windows 10 PCs, and will be available summer 2021 for a MSRP of $349.95. (Photo: Business Wire)

“We’re putting the same expertise and energy that’s made us the best-selling gaming headset maker for the past decade-plus into creating controllers and simulation hardware that benefits gamers with a better experience as we continue expanding our business to deliver on our long-term growth objectives,” said Juergen Stark, Chairman and CEO, Turtle Beach Corporation. “These two new accessory segments add another $1 billion of global addressable market, with third-party gamepad controllers at roughly $600 million, and PC/console flight simulation hardware adding roughly $400 million in global market. Both of these markets are growing rapidly, and our entrance with these first products will be the start of an expanding portfolio into other adjacent PC simulation hardware categories.”

Stark continued, “We’ve grown our award-winning ROCCAT PC accessory portfolio and revenues significantly since expanding into the PC category with that acquisition roughly two years ago. Given that success, the exciting portfolio of Neat Microphones launching this year, and this expansion into the large game controller and gaming simulation hardware markets, I expect we could approach – or even be over – $100 million in revenues outside our historical core console headset business next year.

“The Recon Controller lets gamers connect any wired 3.5mm gaming headset and provides exclusive Turtle Beach audio technology like our custom-tuned audio presets, and Superhuman Hearing™, which is our patented audio setting that helps you hear enemy players before they hear you, among other features. The Recon Controller is sleek, feels great in your hands, and is the perfect companion to the millions of Turtle Beach headsets being used by our fans playing on Xbox.”

Stark added, “Microsoft’s Flight Sim 2020 astonished gamers and flight sim fans alike with its stunning visual quality when it debuted on PC last year, and with the game coming to Xbox Series X|S this summer, we believe it will fuel a wider audience of gamers to explore flight simulation. As a pilot and flight sim enthusiast myself, after seeing the incredible visual realism of the game early last year and being very familiar with the existing hardware in the market, I knew we could design a better, more integrated and modern flight control product that flight sim enthusiasts would want. We hired a team with deep experience in flight sim hardware and developed a fully integrated system that works with Xbox and PC and provides everything a new flier needs, along with the capability and features that hardcore flight simmers want. For the great price of $349.95, there’s nothing else like it.”

Additional details on Turtle Beach’s all-new Recon Controller and VelocityOne Flight simulation control system below.

Turtle Beach Recon Controller

Designed for Xbox, the all-new Turtle Beach Recon Controller is the first controller to pair the brand’s signature audio innovations with game-winning controls. Gamers on Xbox Series X|S and Xbox One will be able to plug in any wired headset with a standard 3.5mm audio interface and take advantage of proven Turtle Beach features, including Superhuman Hearing®, Mic Monitoring, Signature Audio Presets, and more. Additionally, Pro-Aim™ Focus Mode lets users tune the thumbstick sensitivity for enhanced long-range accuracy, while up to four profiles can be saved on each of the rear quick-action buttons. Feel the recoil of gunshots and the purr of vehicle engines through next-gen vibration feedback from dual-rumble motors in the handles and triggers. The Recon Controller lets gamers play longer and stay cooler thanks to its ergonomic shape and cooling rubber grips. The Recon Controller will be available this summer for a MSRP of $59.95, and is the perfect companion for any wired gaming headset, like Turtle Beach’s all-new Recon 500.

VelocityOne Flight

Gamers looking for the ultimate flight simulator experience on Xbox Series X|S and Windows 10 PCs need look no further than the groundbreakingTurtle Beach VelocityOne Flightsimulation control system. Designed for Xbox and developed in collaboration with aeronautical engineers and pilots, VelocityOne Flight offers intuitive and realistic controls and equips users across all experience levels with an all-inclusive system to experience the thrill of flight. A true-to-life 180° yoke handle with built-in rudder controls at your fingertips provide precise control of any aircraft. The included modular throttle quadrant with integrated trim wheel, both lever and vernier controls, and swappable lever handles offers at-home aviators enhanced customization and a realistic flight experience for both light and heavy aircraft. A simple USB connection offers users an easy setup process whether playing on an Xbox Series X|S console or Windows 10. VelocityOne Flight will launch this summer for a MSRP of $349.95.

For more information on the latest Turtle Beach products and accessories, visit www.turtlebeach.com and be sure to follow Turtle Beach on TikTok, Twitter, Instagram, and Facebook.

About Turtle Beach Corporation

Turtle Beach Corporation (www.turtlebeachcorp.com) is one of the world’s leading gaming accessory providers. The Turtle Beach brand (www.turtlebeach.com) is known for pioneering first-to-market features and patented innovations in high-quality, comfort-driven headsets for all levels of gamer, making it a fan-favorite brand and the market leader in console gaming audio for the last decade. Turtle Beach’s ROCCAT brand (www.roccat.com) combines detail-loving German innovation with a genuine passion for designing the best PC gaming products. Under the ROCCAT brand, Turtle Beach creates award-winning keyboards, mice, headsets, mousepads, and other PC accessories. Turtle Beach’s Neat Microphones brand (www.neatmic.com) creates high-quality USB and analog microphones for gamers, streamers, and professionals that embrace cutting-edge technology and design. Turtle Beach’s shares are traded on the Nasdaq Exchange under the symbol: HEAR.

Cautionary Note on Forward-Looking Statements

This press release includes forward-looking information and statements within the meaning of the federal securities laws. Except for historical information contained in this release, statements in this release may constitute forward-looking statements regarding assumptions, projections, expectations, targets, intentions or beliefs about future events. Statements containing the words “may”, “could”, “would”, “should”, “believe”, “expect”, “anticipate”, “plan”, “estimate”, “target”, “goal”, “project”, “intend” and similar expressions, or the negatives thereof, constitute forward-looking statements. Forward-looking statements involve known and unknown risks and uncertainties, which could cause actual results to differ materially from those contained in any forward-looking statement. Forward-looking statements are based on management’s current belief and expectations, as well as assumptions made by, and information currently available to, management.

While the Company believes that its expectations are based upon reasonable assumptions, there can be no assurances that its goals and strategy will be realized. Numerous factors, including risks and uncertainties, may affect actual results and may cause results to differ materially from those expressed in forward-looking statements made by the Company or on its behalf. Some of these factors include, but are not limited to, risks related to, the substantial uncertainties inherent in the acceptance of existing and future products, the difficulty of commercializing and protecting new technology, the impact of competitive products and pricing, general business and economic conditions, risks associated with the expansion of our business including the integration of any businesses we acquire and the integration of such businesses within our internal control over financial reporting and operations, our indebtedness, the Company’s liquidity, and other factors discussed in our public filings, including the risk factors included in the Company’s most recent Annual Report on Form 10-K, Quarterly Report on Form 10-Q, and the Company’s other periodic reports. Except as required by applicable law, including the securities laws of the United States and the rules and regulations of the Securities and Exchange Commission, the Company is under no obligation to publicly update or revise any forward-looking statement after the date of this release whether as a result of new information, future developments or otherwise.

All trademarks are the property of their respective owners.

North America

Eric Nielsen

Step 3 Public Relations

202.276.5357

[email protected]

MacLean Marshall

Sr. Director, Public Relations &

Brand Communications

Turtle Beach Corporation

858.914.5093

[email protected]

Europe

Jessica Albiston

Sr. Marketing Communications Manager

Turtle Beach Germany GMBH

[email protected]

Keith Hennessey

Sr. Director, Communications &

Partnerships – International

Turtle Beach

+ 44 (0) 1256 678350

[email protected]

Investor Information:

Cody Slach or Alex Thompson

Gateway Investor Relations

949.574.3860

[email protected]

KEYWORDS: United States North America New York

INDUSTRY KEYWORDS: Men Entertainment Mobile Entertainment Hardware Consumer Electronics Consumer Technology General Entertainment Teens Women Audio/Video Electronic Games

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The Turtle Beach VelocityOne Flight is the all-in-one flight simulation controller for gamers on Xbox and Windows 10 PCs, and will be available summer 2021 for a MSRP of $349.95. (Photo: Business Wire)
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The Turtle Beach Recon Controller combines Turtle Beach’s exclusive audio technologies with game winning controls and launches summer 2021 for a MSRP of $59.95. (Photo: Business Wire)
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The Turtle Beach Recon Controller for Xbox combines powerful Turtle Beach audio with game winning controls for $59.95 when it launches summer 2021. (Photo: Business Wire)
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The Turtle Beach Recon Controller for Xbox. Game winning controls plus Turtle Beach’s exclusive audio tech will be available summer 2021 for a MSRP of $59.95. (Photo: Business Wire)

Sigilon Therapeutics Appoints Philip Ashton-Rickardt, Ph.D., as Chief Scientific Officer

CAMBRIDGE, Mass., June 14, 2021 (GLOBE NEWSWIRE) — Sigilon Therapeutics, Inc. (NASDAQ:SGTX), a biotechnology company that seeks to develop functional cures for chronic diseases through its Shielded Living Therapeutics™ platform, today announced the appointment of Philip Ashton-Rickardt, Ph.D., as Chief Scientific Officer (CSO). Most recently, Dr. Ashton-Rickardt served as Senior Vice President for Immunology at AZTherapies, Inc., where he was responsible for preclinical development of cell therapies, biologic and small molecule platform technologies to treat neurodegenerative diseases.

“We are excited to announce the addition of Philip to our leadership team. He is a highly regarded scientific leader, and we believe his experience in cell therapy and successful track record of developing platform technologies will be tremendous assets,” said Rogerio Vivaldi, M.D., President and CEO of Sigilon. “He’s joining us at an important time for the Company as we strategically advance our growing pipeline of novel therapeutics for the treatment of a wide range of chronic diseases. The breadth and depth of Philip’s experience will be instrumental in helping us leverage the modularity of our Shielded Living Therapeutics™ platform as we advance multiple programs.”

Dr. Ashton-Rickardt joined AZTherapies in 2019 in connection with its acquisition of Smith Therapeutics, a private company founded by Dr. Ashton-Rickardt to develop a cutting-edge technology platform that he invented using modified T cells designed to restore a healthy balance of inflammatory and regulatory cells in the brain. Prior to launching Smith Therapeutics in 2017, Dr. Ashton-Rickardt was Chair in Immunology at Imperial College London, Visiting Professor, Brigham and Women’s Hospital, Harvard Medical School, and Associate Professor in the Department of Pathology at the University of Chicago. He was awarded tenure by The University of Chicago and is the recipient of the Early Career Award for Scientists and Engineers from President Bill Clinton. He has published more than 65 peer-reviewed papers in more than 30 academic journals (including Cell, Science, Immunity, and Nature Immunology), has served as an editor for several academic journals, and has been a member of grant review boards globally. Dr. Ashton-Rickardt earned a B.Sc. in Biochemistry from the University of London, King’s College and a Ph.D. in Molecular Biology from the University of Edinburgh.

Added Dr. Ashton-Rickardt: “I am thrilled to be joining this talented team. I look forward to exploring the potential of this novel platform technology in hopes of further expanding Sigilon’s robust pipeline and delivering on its commitment to improve the lives of patients living with chronic diseases.”

About Sigilon Therapeutics

Sigilon Therapeutics seeks to develop functional cures for chronic diseases through its Shielded Living Therapeutics™ platform. Sigilon’s product candidates are non-viral engineered cell-based therapies designed to produce the crucial proteins, enzymes or factors needed by patients living with chronic diseases such as hemophilia, lysosomal diseases and diabetes. The engineered cells are protected by Sigilon’s Afibromer™ biomaterials matrix, which shields them from immune rejection and fibrosis. Sigilon was founded by Flagship Pioneering in conjunction with Daniel Anderson, Ph.D., and Robert Langer, Sc.D., of the Massachusetts Institute of Technology.

Forward-Looking Statements

This press release includes forward-looking statements. These forward-looking statements generally can be identified by the use of words such as “anticipate,” “expect,” “plan,” “could,” “may,” “will,” “believe,” “estimate,” “forecast,” “goal,” “project,” and other words of similar meaning. These forward-looking statements address various matters, including the modularity of our platform technology and the potential benefits of our pipeline and product candidates. Each forward-looking statement contained in this press release is subject to risks and uncertainties that could cause actual results to differ materially from those expressed or implied by such statement. Applicable risks and uncertainties include, among others, that we have incurred significant losses since inception and our need for additional funding; the SLTx platform consists of novel technologies that are not yet clinically validated for human therapeutic use; that we have only any results from the testing of any of our product candidates in clinical trials and any favorable preclinical results are not predictive of results that may be observed in clinical trials; we may be unable to obtain and maintain patent protection and other intellectual property rights for SIG-001 or any other product candidates and for our SLTx platform, or the scope of the patent and other intellectual property protection obtained may not be sufficiently broad; and the risks identified under the heading “Risk Factors” in our Quarterly Report on Form 10-Q for the period ended March 31, 2021 and in any subsequent filings with the Securities and Exchange Commission. We caution investors not to place considerable reliance on the forward-looking statements contained in this press release. You are encouraged to read our filings with the SEC, available at www.sec.gov, for a discussion of these and other risks and uncertainties. The forward-looking statements in this press release speak only as of the date of this document, and we undertake no obligation to update or revise any of these statements.  Our business is subject to substantial risks and uncertainties, including those referenced above. Investors, potential investors, and others should give careful consideration to these risks and uncertainties.

Investor Contacts

Rob Windsor
Sigilon Therapeutics, Head of Investor Relations
[email protected]
617-586-3837

Mike Biega
Solebury Trout
[email protected]
617-913-8890

Media Contact

Amy Bonanno
Solebury Trout
[email protected]
914-450-0349