Market Newsdesk

March 9, 2021 4:08 pm

Transphorm Reports Fourth Quarter 2020 Results

Transphorm Reports Fourth Quarter 2020 Results

GOLETA, Calif.–(BUSINESS WIRE)–Transphorm, Inc. (OTCQB: TGAN)—a pioneer in and global supplier of high reliability, high performance gallium nitride (GaN) power conversion products, today announced financial results for the fourth quarter and full year ended December 31, 2020.

Recent Business Highlights

Fulfilled purchase order for high-volume power adapter application and secured new wins for seven-figure unit volumes
Secured order for a Gen 4 GaN in power supply targeted at crypto mining application
Demonstrated new Gen 5 SuperGaN® device, featuring the world’s lowest packaged on-resistance GaN device and 25% lower power loss over Silicon Carbide (SiC) in a standard TO247 package, and began sampling for Electric Vehicle application
Announced Bel Power Solutions is incorporating Transphorm’s high voltage GaN FETs into a family of 1.5 to 3.2 kW Titanium efficiency power supplies
Released availability of new power supply reference design virtual prototype in collaboration with partner, Keysight Technologies
Entered into expanded $4 million, multi-year cooperation and development agreement with Yaskawa Electric
Successfully completed private placement of common stock, generating gross proceeds of $15 million

“The fourth quarter marked a strong finish to a successful year, as we continued to make significant progress on our design win momentum, strategic partnerships and go-to-market initiatives,” said Mario Rivas, Transphorm’s CEO. “The compelling combination of high reliability and high performance offered by Transphorm’s GaN power devices is contributing to increased adoption across an expanded customer base and target applications in fast-charging adapters, data center servers and crypto mining, as well as electric vehicles. As a result, we’ve entered 2021 with strong momentum and a healthy order backlog that we believe will drive meaningful product revenue growth as we continue to ramp volume shipments for an increasing number of design wins throughout the coming year.”

Fourth Quarter of 2020 Results

Revenue was $2.0 million in the fourth quarter, compared to $1.9 million in the third quarter of 2020 and $9.9 million in the fourth quarter of 2019, which included $9.0 million in licensing revenue. For the full year 2020, revenue was $11.4 million and compared to full year revenue of $11.9 million in 2019.

Operating expenses were $4.5 million in the fourth quarter, compared to $4.3 million in the prior quarter and $5.0 million in the fourth quarter of 2019. Fourth quarter 2020 operating expenses consisted of R&D expenses of $1.5 million and SG&A expenses of $3.1 million.

For the fourth quarter of 2020, the Company recorded a net loss of $4.7 million, or ($0.13) per share, compared to a net loss of $6.7 million, or ($0.19) per share, in the prior quarter and net income of $2.4 million, or $0.09 per share, in the fourth quarter of 2019. For the full year 2020, the Company recorded a net loss of $17.9 million, or ($0.56) per share, compared with a net loss of $15.3 million, or ($0.54) per share, for the full year 2019.

Cash and equivalents as of December 31, 2020 were $14.7 million, compared to $4.4 million at the end of the third quarter of 2020 and $2.9 million at the end of the fourth quarter of 2019.

Conference Call

Transphorm will host a conference call today at 2:00 p.m. Pacific Time (5:00 p.m. Eastern Time) to review the Company’s fourth quarter results and provide a business update. The conference call will be webcast live over the Internet with an associated slide presentation, which can be accessed by all interested parties in the Investor Relations section of Transphorm’s website at www.transphormusa.com. Investors and analysts may also join the conference call by dialing 1-833-529-0218 and providing the conference ID 6656513. For those unable to attend the live webcast, a replay and the supporting presentation materials will be available on the day of the conference call and for approximately 90 days in the Investor Relations section of the Company’s website. Additionally, a telephone replay of the conference call will be available approximately two hours after the conclusion of the call and through March 16, 2021. The telephone replay can be accessed by dialing +1-416-621-4642 and entering the conference ID 6656513.

About Transphorm

Transphorm, Inc., a global leader in the GaN revolution, designs and manufactures high performance and high reliability GaN semiconductors for high voltage power conversion applications. Having one of the largest Power GaN IP portfolios of more than 1,000 owned or licensed patents, Transphorm produces the industry’s first JEDEC and AEC-Q101 qualified high voltage GaN semiconductor devices. The Company’s vertically integrated device business model allows for innovation at every development stage: design, fabrication, device, and application support. Transphorm’s innovations are moving power electronics beyond the limitations of silicon to achieve over 99% efficiency, 40% more power density and 20% lower system cost. Transphorm is headquartered in Goleta, California and has manufacturing operations in Goleta and Aizu, Japan. For more information, please visit www.transphormusa.com. Follow us on Twitter @transphormusa and WeChat @ Transphorm.

Forward-Looking Statements

This press release contains forward-looking statements (including within the meaning of Section 21E of the United States Securities Exchange Act of 1934, as amended, and Section 27A of the United States Securities Act of 1933, as amended) concerning the Company’s technology and product offerings, industry acceptance of GaN technology, and the Company’s pipeline and future anticipated growth. Forward-looking statements generally include statements that are predictive in nature and depend upon or refer to future events or conditions, and include words such as “may,” “will,” “should,” “would,” “expect,” “plan,” “believe,” “intend,” “look forward,” and other similar expressions among others. Statements that are not historical facts are forward-looking statements. Forward-looking statements are based on current beliefs and assumptions that are subject to risks and uncertainties and are not guarantees of future performance. Actual results could differ materially from those contained in any forward-looking statement as a result of various factors, including, without limitation: risks related to Transphorm’s operations, such as additional financing requirements and access to capital; competition; the ability of Transphorm to protect its intellectual property rights; and other risks set forth in the Company’s filings with the Securities and Exchange Commission. Except as required by applicable law, the Company undertakes no obligation to revise or update any forward-looking statement, or to make any other forward-looking statements, whether as a result of new information, future events or otherwise.

Transphorm, Inc. Consolidated Balance Sheet (in thousands except share and per share data)

	December 31, 2020		December 31, 2019
Assets
Current assets:
Cash and cash equivalents	$	14,694	$	2,875
Accounts receivable, net, including related parties	844		709
Inventory	1,627		990
Prepaid expenses and other current assets	1,061		783
Total current assets	18,226		5,357
Property and equipment, net	1,324		1,770
Goodwill	1,397		1,325
Intangible assets, net	988		1,313
Other assets	291		497
Total assets	$	22,226	$	10,262

Liabilities, convertible preferred stock and stockholders’ deficit
Current liabilities:
Accounts payable and accrued expenses	$	3,182	$	2,383
Deferred revenue	674		—
Development loan	10,000		5,000
Revolving credit facility, including accrued interest	10,153		10,458
Unfunded commitment to joint venture	1,466		1,688
Accrued payroll and benefits	1,215		1,159
Total current liabilities	26,690		20,688
Development loans, net of current portion	—		10,000
Promissory note	15,392		16,169
Total liabilities	42,082		46,857
Commitments and contingencies
Convertible preferred stock:
Series 1, $0.0001 par value; no shares authorized, issued and outstanding as of December 31, 2020; 12,438,704 shares authorized and 12,433,953 shares issued and outstanding as of December 31, 2019	—		39,658
Series 2, $0.0001 par value; no shares authorized, issued and outstanding as of December 31, 2020; 7,507,699 shares authorized and 7,499,996 shares issued and outstanding as of December 31, 2019	—		30,000
Series 3, $0.0001 par value; no shares authorized, issued and outstanding as of December 31, 2020; 4,000,000 shares authorized, issued and outstanding as of December 31, 2019	—		16,000
Total convertible preferred stock	—		85,658

Stockholders’ deficit:
Common stock, $0.0001 par value; 750,000,000 shares authorized and 40,278,496 shares issued and outstanding as of December 31, 2020; 29,012,034 shares authorized and 4,220,998 shares issued and outstanding as of December 31, 2019	4		—
Additional paid-in capital	142,736		22,404
Accumulated deficit	(161,824)		(143,915)
Accumulated other comprehensive loss	(772)		(742)
Total stockholders’ deficit	(19,856)		(122,253)
Total liabilities, convertible preferred stock and stockholders’ deficit	$	22,226	$	10,262

Transphorm, Inc. Consolidated Statements of Operations (unaudited) (in thousands except share and per share data)

	Year Ended December 31,
	2020		2019
Revenue, net, including related parties	$	11,371	$	11,934
Operating expenses:
Cost of goods sold	6,682		6,492
Research and development	5,584		8,146
Sales and marketing	2,174		2,609
General and administrative	10,328		6,606
Total operating expenses	24,768		23,853
Loss from operations	(13,397)		(11,919)
Interest expense	760		758
Loss in joint venture	6,836		3,703
Changes in fair value of promissory note	(927)		167
Other income, net	(2,157)		(1,264)
Loss before tax expense	(17,909)		(15,283)
Tax expense	—		—
Net loss	$	(17,909)	$	(15,283)

Net loss per share – basic and diluted	$	(0.56)	$	(0.54)
Weighted average common shares outstanding – basic and diluted	31,739,801		28,153,605

Transphorm, Inc. Consolidated Statements of Cash Flows (unaudited) (in thousands)

	Year Ended December 31,
	2020		2019
Cash flows from operating activities:
Net loss	$	(17,909)	$	(15,283)
Adjustments to reconcile net loss to net cash used in operating activities:
Inventory write-off	435		155
Depreciation and amortization	835		1,216
Provision for doubtful accounts	110		—
Licensing revenue from a related party	(5,000)		—
Stock-based compensation	1,525		566
Interest cost	610		608
Loss in joint venture	6,836		3,703
Changes in fair value of promissory note	(927)		167
Changes in operating assets and liabilities:
Accounts receivable	(245)		(429)
Inventory	(1,072)		(293)
Prepaid expenses and other current assets	(283)		(154)
Other assets	206		(42)
Accounts payable and accrued expenses	34		509
Deferred revenue	674		(3,000)
Accrued payroll and benefits	56		(13)
Net cash used in operating activities	(14,115)		(12,290)
Cash flows from investing activities:
Purchases of property and equipment	(58)		(203)
Investment in joint venture	(7,348)		(2,698)
Net cash used in investing activities	(7,406)		(2,901)
Cash flows from financing activities:
Proceeds from development loans	—		15,000
Proceeds from stock option exercise	32		—
Payment for repurchase of common stock	(211)		—
Loan repayment	(50)		—
Proceeds from issuance of common stock, net of offering cost	33,387		—
Net cash provided by financing activities	33,158		15,000
Effect of foreign exchange rate changes on cash and cash equivalents	182		(3)
Net increase (decrease) in cash and cash equivalents	11,819		(194)
Cash and cash equivalents at beginning of period	2,875		3,069
Cash and cash equivalents at end of period	$	14,694	$	2,875

Supplemental disclosures of cash flow information:
Interest expense paid	$	915	$	496
Supplemental non-cash financing activity:
Private placement offering cost	$	223	$	177
Development loan reduction related to licensing revenue	$	5,000	$	—

View source version on businesswire.com: https://www.businesswire.com/news/home/20210309006002/en/

Investor Contacts:

Shelton Group

Brett Perry | Leanne Sievers

1-214-272-0070 | 1-949-224-3874

[email protected]

Company Contact:

Cameron McAulay

Chief Financial Officer

1-805-456-1300 ext. 140

[email protected]

KEYWORDS: United States North America California

INDUSTRY KEYWORDS: Data Management Semiconductor Technology Manufacturing Networks Other Manufacturing Hardware

MEDIA:

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March 9, 2021 4:07 pm

Curaleaf Reports Record Fourth Quarter and Fiscal Year End 2020 Financial and Operational Results

Record Fiscal Year and Fourth Quarter 2020 Pro Forma Revenue(1)(2) of $767.1 Million and $238.8 Million, Respectively

Record Fiscal Year and Fourth Quarter 2020 Managed Revenue(1) of $653.0 Million, up 161% from 2019 and $233.3 Million, up 186% from 2019, Respectively

Record Fiscal Year and Fourth Quarter 2020 Adjusted EBITDA(1) of $144.1 Million up 456% from 2019 and $53.8 Million up 289% from 2019, Respectively, as Operations Across 23 States Continue to Scale

Raised $289.8 Million of Net Proceeds from a Common Stock Offering and Debt Offering in January 2021, Providing the Company with Capital to Pursue Additional Organic and Inorganic Growth Opportunities

PR Newswire

WAKEFIELD, Mass., March 9, 2021 /PRNewswire/ — Curaleaf Holdings, Inc. (CSE: CURA) (OTCQX: CURLF) (“Curaleaf” or the “Company”), a leading U.S. provider of consumer products in cannabis, today reported its financial and operating results for the fourth quarter and year ended December 31, 2020. All financial information is provided in U.S. dollars unless otherwise indicated.

Q4 and FY2020 Financial Highlights (Unaudited)

($ thousands, except per share amounts)	Q4 2020	Q3 2020	% qoq Change	Q4 2019	% yoy Change	FY 2020	FY 2019	% yoy Change
Managed Revenue⁽¹⁾	$233,339	$193,220	21%	$81,667	186%	$652,983	$250,642	161%
Total Revenue	$230,253	$182,408	26%	$75,457	205%	$626,637	$221,018	184%
Gross profit before impact of biological assets	$110,595	$91,775	21%	$39,762	178%	$315,489	$118,632	166%
Gross profit on cannabis sales⁽¹⁾	$109,625	$89,669	22%	$21,986	399%	$275,071	$71,471	285%
Gross margin on cannabis sales⁽¹⁾	48%	50%		38%		47%	41%
Adjusted EBITDA⁽¹⁾	$53,784	$42,295	27%	$13,824	289%	$144,080	$25,903	456%
Net income (loss) attributable to Curaleaf Holdings Inc.	($35,274)	($9,343)		($26,561)		($61,735)	($67,244)
Net income (loss) per share – basic and diluted	($0.05)	($0.01)		(0.06)		(0.11)	(0.15)


(1)	See “Non-IFRS Financial and Performance Measures” below for more information regarding Curaleaf’s use of Non-IFRS financial measures and other reconciliations.
(2)	Fourth Quarter Pro Forma for the period included the revenue from Alternative Therapies Group, Inc. (“ATG”) as if the acquisition had occurred on October 1, 2020, the revenue of then pending acquisitions of Maryland Compassionate Care and Wellness, LLC (Grassroots related subsidiary) as if it occurred on October 1, 2020 and excluded revenue of the pending asset sales of HMS Health, LLC, HMS Processing, LLC and Town Center Wellness, LLC as if the sales had occurred on October 1, 2020. Fiscal Year 2020 Pro Forma includes the revenue from Cura Partners, Inc. (“Select”), Arrow Companies (“Arrow”), Remedy Compassion Center, Inc. (“Remedy”), GR Companies, Inc. (“Grassroots”), Virginia’s Kitchen, LLC (“Blue Kudu”), Curaleaf NJ, Inc. (“CLNJ”), Prime Organic Therapy, Inc. (“MEOT”) and ATG as if the acquisitions had occurred on January 1, 2020 and excluded revenue of the pending asset sales of HMS Health, LLC, HMS Processing, LLC and Town Center Wellness, LLC as if the sales had occurred on January 1, 2020.

Fourth Quarter Highlights

Record managed revenue of $233.3 million, which grew 186% year-over-year and 21% sequentially
Record total revenue of $230.3 million, which grew 205% year-over-year and 26% sequentially
Record adjusted EBITDA of $53.8 million, which grew 289% year-over-year and 27% sequentially
Completed acquisition of Alternative Therapies Group (“ATG”)
Completed divestiture of Curaleaf Maryland’s assets for a total consideration of $4.0 million
R&D activities drove the launch of 32 new formulated products across form factors during the quarter

Full Year Highlights

Record managed revenue of $653.0 million, which grew 161% year-over-year
Record total revenue of $626.6 million, which grew 184% year-over-year
Record adjusted EBITDA of $144.1 million, which grew more than four times 2019 levels
Successfully completed eight acquisitions, including Select, Grassroots, Curaleaf NJ, Arrow, MEOT, Remedy, Blue Kudu and ATG
Significantly expanded retail and wholesale operations through both acquisitions and organic growth, growing retail operations from 51 to 96, cultivation sites from 14 to 23, and processing sites from 15 to 30, along with expanding operations from 14 states to 23 states
R&D activities drove the launch of 84 new formulated products across form factors during the year

Post Fourth Quarter Highlights

Curaleaf to enter European cannabis market with proposed acquisition of EMMAC Life Sciences Limited, Europe’s largest vertically integrated independent cannabis company, making Curaleaf the undisputed global cannabis market leader based on revenue. The transaction is expected to close early in the second quarter of 2021.

See the additional Curaleaf press release issued today regarding the acquisition of EMMAC Life Sciences Group at: https://ir.curaleaf.com/press-releases

Raised net proceeds of $240.6 million in a public offering of 18,975,000 subordinate voting shares and net proceeds of $49.2 million from a tack-on to the Company’s existing secured credit facility
Opened 5 new stores since December 31, 2020 in Florida, Pennsylvania and Maine, bringing total retail locations to 101

Joe Bayern, Chief Executive Officer of Curaleaf stated, “Curaleaf’s record fourth quarter results reflected the benefit of our acquisition of Grassroots, which expanded our presence into 6 new states, including high-growth markets such as Illinois and Pennsylvania as well as the continued ramp up of Select, which is now in 17 states. In 2021, we expect to see the positive benefits of the transformative legalization of adult-use cannabis in Arizona and New Jersey. As we have stated, we believe New Jersey will accelerate the potential of future adult-use in key states such as New York, Pennsylvania and Connecticut. Each of these markets present an enormous growth opportunity for us, as Curaleaf is the only MSO with a leading presence in every one of these states.”

Boris Jordan, Executive Chairman of Curaleaf commented, “In parallel with the announcement of our record financial results, earlier today Curaleaf issued a separate press release announcing its entrance into the European cannabis market with acquisition of EMMAC Life Sciences Limited, Europe’s largest vertically integrated independent cannabis company. This milestone transaction will give Curaleaf a leading presence in key European medical cannabis markets including the United Kingdom, Germany, Italy, Spain, and Portugal, among others. The proposed transaction will provide Curaleaf with access to the European market of 748 million people, representing another transformational growth driver for Curaleaf for years to come.”

Mike Carlotti, Chief Financial Officer of Curaleaf, added, “Curaleaf, once again, delivered record quarterly and annual results highlighted by record Managed Revenue, Pro Forma Revenue, and a 27% sequential improvement in Adjusted EBITDA. With our successful integration of Alternative Therapies Group in October 2020, starting next quarter, we will no longer report Managed Revenue thus simplifying our financial reporting. Our recent capital raises further strengthen the Company’s balance sheet providing it with ample capital to pursue planned organic growth initiatives, potential investments in states that may go adult-use sooner than later and for strategic acquisition opportunities. We believe that 2021 will be yet another record year for Curaleaf as we continue to expand our cultivation in key markets, open additional stores, expand our product and brand platforms, invest in future growth opportunities as well as see the benefit from Arizona’s recently approved adult use market and potentially New Jersey’s in late 2021.”

Financial Results for the Fourth Quarter Ended December 31, 2020

Managed Revenue for the fourth quarter of 2020 was a record $233.3 million, an increase of 185.7% compared to $81.7 million in the fourth quarter of 2019. Managed Revenue for the fourth quarter increased 20.8% sequentially.

Total Revenue for the fourth quarter of 2020 was a record $230.3 million, an increase of 205.1% compared to $75.5 million in the fourth quarter of 2019. Total Revenue for the fourth quarter of 2020 increased 26.2% sequentially.

Retail revenue increased by 242.2% to $164.9 million during the fourth quarter of 2020, compared to $48.2 million in the fourth quarter of 2019. The increase in retail revenue was primarily due to organic growth and new store openings in Florida, Massachusetts, Arizona, Illinois and New York, coupled with the impact of Grassroots, Curaleaf NJ, Arrow, and Maine Organic Therapy acquisitions in 2020, as well as acquisitions of two dispensaries in Arizona in the third quarter of 2019 and acquisition of Acres in Nevada in late 2019.

Wholesale revenue increased 578.5% to $64.4 million during the fourth quarter of 2020, compared to $9.5 million in the fourth quarter of 2019. Growth in wholesale revenue was due primarily to the addition of Select, Grassroots, Curaleaf NJ, Blue Kudu and ATG as well as an increase in Maryland and New York as a result of increased cultivation and harvest.

Management fee income decreased by 94.5% to $1.0 million during the fourth quarter of 2020, compared to $17.8 million in the fourth quarter of 2019. The decrease in the management fee income was primarily due to the acquisitions of Curaleaf NJ, the managed not-for-profit in New Jersey in July 2020 and ATG in November 2020.

Gross profit before impact of biological assets for the fourth quarter of 2020 was $110.6 million, compared to $39.8 million for the fourth quarter of 2019. The increase was primarily due to the continued improvement and increases in the operating capacity and efficiency of the Company’s cultivation and processing facilities.

Gross profit on cannabis sales was $109.6 million for the fourth quarter of 2020, resulting in a 48% margin, compared to $22.0 million in the fourth quarter of 2019. The increase was primarily due to the continued improvement and increases in the operating capacity and efficiency of the Company’s cultivation and processing facilities.

Adjusted EBITDA was a record $53.8 million for the fourth quarter of 2020, compared to $13.8 million for the fourth quarter of 2019.

Net loss, attributable to Curaleaf Holdings, Inc., for the fourth quarter of 2020 was $35.3 million, compared to a net loss of $26.6 million in the fourth quarter of 2019. The increase was a result of a $16.3 million increase in depreciation and amortization and a $10.5 million increase in share-based compensation, both of which are non-cash, a $25.8 million increase in income tax expense and a $20.3 million increase in net interest expense. These were partially offset by a $10.2 million increase in other income, which is mainly driven by gains on investments offset by impairment on the Eureka license, a $9.3 million increase in the fair value of biological assets, and a $5.4 million decrease in one-time expenses.

Financial Results for the Year Ended December 31, 2020

Managed Revenue for the year ended 2020 was a record $653.0 million, an increase of 160.5% compared to $250.6 million in for the year ended 2019.

Total Revenue for the year ended 2020 was a record $626.6 million, an increase of 183.5% compared to $221.0 million for the year ended 2019.

Retail revenue increased by 205.0% to $423.2 million during the year ended 2020, compared to $138.7 million for the year ended 2019. The increase in retail revenue was primarily due to organic growth and new store openings in in Florida, Massachusetts, Arizona, Illinois and New York, coupled with the impact of Grassroots, Curaleaf NJ, Arrow, and Maine Organic Therapy acquisitions in 2020, as well as acquisitions of two dispensaries in Arizona in the third quarter of 2019 and acquisition of Acres in Nevada in late 2019.

Wholesale revenue increased 364.2% to $163.0 million during the year ended 2020, compared to $35.1 million for the year ended 2019. Growth in wholesale revenue was due primarily to the addition of Select, Grassroots, Curaleaf NJ, Blue Kudu and ATG as well as an increase in Maryland and New York as a result of increased cultivation and harvest.

Management fee income decreased by 14.3% to $40.4 million during the year ended 2020, compared to $47.2 million for the year ended 2019. The decrease in the management fee income was primarily due to the acquisitions of Curaleaf NJ, the managed not-for-profit in New Jersey in July 2020 and ATG in November 2020.

Gross profit before impact of biological assets for the year ended 2020 was $315.5 million, compared to $118.6 million for the year ended 2019. The increase was primarily due to the continued improvement in the operating capacity and efficiency of the Company’s cultivation and processing facilities.

Gross profit on cannabis sales was $275.1 million for the year ended 2020, resulting in a 47% margin, compared to $71.5 million for the year ended 2019. The increase was primarily due to the continued improvement in the operating capacity and efficiency of the Company’s cultivation and processing facilities.

Adjusted EBITDA was a record $144.1 million for the year ended 2020, compared to $25.9 million for the year ended 2019.

Net loss, attributable to Curaleaf Holdings, Inc., for the year ended 2020 was $61.7 million, compared to a net loss of $67.2 million for the year ended 2019. The decrease was a result of a $24.1 million increase in other income, which is mainly driven by gains on investments partially offset by impairment on the Eureka license, and a $52.0 million increase in the fair value of biological assets. These were partially offset by an increase of $51.3 million in depreciation and amortization and a $14.3 million increase in share-based compensation, both of which are non-cash, a $59.3 million increase in income tax expense, a $47.7 million increase in net interest expense, and a $13.3 million increase in one-time expenses.

Balance Sheet and Liquidity

As of December 31, 2020, and prior to the Company’s recent capital raises, it had $73.5 million of cash on hand, $291.5 million of outstanding debt net of unamortized debt discounts and the weighted average fully diluted shares outstanding during the year were 557.2 million.

Conference Call and Webcast Information

Curaleaf will host a conference call and audio webcast today at 4:30 pm ET to answer questions about the Company’s operational and financial highlights. The dial-in numbers for the conference call are +1-888-317-6003 (U.S.), +1-866-284-3684 (Canada) or +1-412-317-6061 (Int’l) Passcode: 5071585. Please dial-in 10 to 15 minutes prior to the start time of the conference call and an operator will register your name and organization.

The conference call will also be available via webcast, which can be accessed through the Investor Relations section of Curaleaf’s website, https://ir.curaleaf.com/events.

For interested individuals unable to join the conference call, a dial-in replay of the call will be available until March 16, 2021 at 11:59 pm ET and can be accessed by dialing +1-877-344-7529 (U.S.), +1-855-669-9658 (Canada) or +1-412-317-0088 (International) and entering replay pin number: 10152585. The online archive of the webcast will be available on https://ir.curaleaf.com/events for 90 days following the call.

Non-IFRS
Financial and Performance Measures

In this press release Curaleaf refers to certain non-IFRS financial measures such as “Pro Forma Revenue”, “Managed Revenue”, “Gross Profit on Cannabis Sales” and “Adjusted EBITDA”. These measures do not have any standardized meaning prescribed by IFRS and may not be comparable to similar measures presented by other issuers. Curaleaf defines “Managed Revenue” as total revenue plus revenue from entities for which the Company has a management contract but does not consolidate the financial results based on IFRS 10 – Consolidated Financial Statements. Curaleaf defines “Pro Forma Revenue” as “Managed Revenue” plus revenue from operations of pending and closed acquisitions as if such acquisitions occurred on January 1, 2020 for the Company’s fiscal year and as of October 1, 2020 for the Company’s fourth quarter. The Company defines “Gross Profit on Cannabis Sales” as retail and wholesale revenues less cost of goods sold. “Adjusted EBITDA” is defined by Curaleaf as earnings before interest, taxes, depreciation and amortization less share-based compensation expense and one-time charges related to business development, acquisition, financing and reorganization costs. Curaleaf considers these measures to be an important indicator of the financial strength and performance of our business. We believe the adjusted results presented provide relevant and useful information for investors because they clarify our actual operating performance, make it easier to compare our results with those of other companies and allow investors to review performance in the same way as our management. Since these measures are not calculated in accordance with IFRS, they should not be considered in isolation of, or as a substitute for, our reported results as indicators of our performance, and they may not be comparable to similarly named measures from other companies. The following tables provide a reconciliation of each of the non-IFRS measures to its closest IFRS measure.

Managed Revenue (Unaudited)
($ thousands)

	Q4 2020		Q3 2020		Q4 2019		FY 2020		FY 2019
Retail revenue	$	164,932	$	135,344	$	48,196	$	423,183	$	138,738
Wholesale revenue		64,351		44,958		9,485		163,036		35,119
Management fee income		970		2,106		17,776		40,418		47,161
Total Revenue		230,253		182,408		75,457		626,637		221,018
Revenue from managed entities, net of MSA fees		3,086		10,812		6,210		26,346		29,624
Managed revenue	$	233,339	$	193,220	$	81,667	$	652,983	$	250,642


Gross Profit on Cannabis Sales (Unaudited)
($ thousands)

	Q4 2020		Q3 2020		Q4 2019		FY 2020		FY 2019
Retail and wholesale revenues	$	229,283	$	180,302	$	57,681	$	586,219	$	173,857
Cost of goods sold		119,658		90,633		35,695		311,148		102,386
Gross profit on cannabis sales	$	109,625	$	89,669	$	21,986	$	275,071	$	71,471


Adjusted EBITDA (Unaudited)
($ thousands)

	Q4 2020		Q3 2020		Q4 2019		FY 2020		FY 2019
Net loss	$	(35,109)	$	(8,931)	$	(27,152)	$	(61,328)	$	(69,848)
Interest expense, net		25,366		17,431		5,095		62,518		14,815
Income tax expense		37,843		18,745		12,026		83,371		24,059
Depreciation and amortization ⁽¹⁾		29,034		26,657		12,699		88,466		37,206
Share-based compensation		16,114		5,430		5,663		30,879		16,607
Other (income) expense		(7,473)		(10,874)		2,763		(20,877)		3,257
Change in fair value of biological assets		(14,867)		(24,008)		(5,533)		(75,024)		(22,981)
One time charges		2,876		17,845		8,263		36,075		22,788
Adjusted EBITDA	$	53,784	$	42,295	$	13,824	$	144,080	$	25,903


(1)	Depreciation and amortization expense in Q4 2020, Q3 2020, Q4 2019, FY2020 and FY2019 include amounts charged to cost of goods sold on the statement of profits and losses. Prior periods Q4 2019 and FY2019 have been adjusted to reflect the current period calculation of Adjusted EBITDA.

About Curaleaf Holdings

Curaleaf Holdings, Inc. (CSE: CURA) (OTCQX: CURLF) (“Curaleaf”) is a leading U.S. provider of consumer products in cannabis, with a mission to improve lives by providing clarity around cannabis and confidence around consumption. As a vertically integrated, high-growth cannabis operator known for quality, expertise and reliability, the Company and its brands, including Curaleaf and Select provide industry-leading service, product selection and accessibility across the medical and adult-use markets. Curaleaf currently operates in 23 states with 101 dispensaries, 23 cultivation sites and over 30 processing sites, and employs over 3,900 team members across the United States. Curaleaf is listed on the Canadian Securities Exchange under the symbol CURA and trades on the OTCQX market under the symbol CURLF. For more information please visit www.curaleaf.com.

Consolidated Statements of Financial Position (Unaudited)
($ thousands)

	December 31,		December 31,
	2020		2019
Assets
Current assets:
Cash	$	73,542	$	42,310
Accounts receivable		28,830		18,335
Inventory, net		197,991		63,210
Biological assets		46,210		19,197
Assets held for sale		58,504		—
Prepaid expenses and other current assets		10,140		6,479
Current portion of notes receivable		2,645		—
Total current assets		417,862		149,531
Deferred tax asset		5,528		2,628
Notes receivable		2,000		57,166
Property, plant and equipment, net		242,855		129,812
Right-of-use assets, net		267,168		82,794
Intangible assets, net		797,401		185,635
Goodwill		470,144		69,326
Investments		16,264		51,209
Prepaid acquisition consideration		132,234		—
Other assets		35,135		8,825
Total assets	$	2,386,591	$	736,926

Liabilities and Shareholders’ Equity
Current liabilities:
Accounts payable	$	47,043	$	12,742
Accrued expenses		57,475		18,016
Income tax payable		79,649		15,114
Current portion of lease liability		15,710		11,835
Current portion of notes payable		6,500		17,000
Liabilities held for sale		7,181		—
Other current liabilities		6,568		31,549
Total current liabilities		220,126		106,256
Deferred tax liability		226,465		22,642
Notes payable		285,001		87,953
Lease Liabilities		270,495		81,319
Non-controlling interest redemption liability		2,694		2,694
Contingent consideration liability		1,898		32,616
Other long term liability		3,698		—
Total liabilities		1,010,377		333,480

Shareholders’ equity:
Share capital		1,754,412		693,699
Treasury shares		(5,208)		(5,208)
Reserves		(177,744)		(146,819)
Accumulated deficit		(194,645)		(132,910)
Total Curaleaf Holdings, Inc. shareholders’ equity		1,376,815		408,762
Redeemable non-controlling interest		(2,694)		(2,694)
Non-controlling interest		2,093		(2,622)
Total shareholders’ equity		1,376,214		403,446
Total liabilities and shareholders’ equity	$	2,386,591	$	736,926

Consolidated Statements of Profits and Losses (Unaudited)
($ thousands, except for share and per share amounts)

	Three Months Ended				Year Ended
	December, 31				December, 31
	2020		2019		2020		2019
Revenues:
Retail and wholesale revenues	$	229,283	$	57,681	$	586,219	$	173,857
Management fee income		970		17,776		40,418		47,161
Total revenues		230,253		75,457		626,637		221,018
Cost of goods sold		119,658		35,695		311,148		102,386
Gross profit before impact of biological assets		110,595		39,762		315,489		118,632
Realized fair value amounts included in inventory sold		(57,265)		(33,920)		(149,586)		(74,757)
Unrealized fair value gain on growth of biological assets		72,132		39,453		224,610		97,738
Gross profit		125,462		45,295		390,513		141,613
Operating expenses:
Selling, general and administrative		68,289		36,227		227,274		121,022
Share-based compensation		16,114		5,663		30,879		16,607
Depreciation and amortization		20,432		10,673		68,676		31,701
Total operating expenses		104,835		52,563		326,829		169,330
Income (Loss) from operations		20,627		(7,268)		63,684		(27,717)
Other income (expense):
Interest income		24		2,450		6,484		9,938
Interest expense		(13,695)		(5,397)		(47,903)		(18,396)
Interest expense related to lease liabilities		(11,695)		(2,148)		(21,099)		(6,357)
Gain on investment		26,954		—		37,560		—
Other income (expense)		(19,481)		(2,763)		(16,683)		(3,257)
Total other income (expense), net		(17,893)		(7,858)		(41,641)		(18,072)
Income (Loss) before provision for income taxes		2,734		(15,126)		22,043		(45,789)
Income tax benefit (expense)		(37,843)		(12,026)		(83,371)		(24,059)
Net loss		(35,109)		(27,152)		(61,328)		(69,848)
Less: Net income (loss) attributable to non-controlling interest		165		(591)		407		(2,604)
Net loss attributable to Curaleaf Holdings, Inc.	$	(35,274)	$	(26,561)	$	(61,735)	$	(67,244)
Loss per share attributable to Curaleaf Holdings, Inc. – basic and diluted	$	(0.05)	$	(0.06)	$	(0.11)	$	(0.15)
Weighted average common shares outstanding – basic and diluted		660,398,593		468,445,941		557,192,899		462,911,053

Investor Contact:
Curaleaf Holdings, Inc.
[email protected]

Media Contact:
Curaleaf Holdings, Inc. Tracy Brady, VP of Corporate Communications
[email protected]

This press release contains “forward-looking information” and “forward-looking statements” within the meaning of Canadian securities laws and United States securities laws (“forward-looking statements”). Forward-looking statements are neither historical facts nor assurances of future performance. Instead, they are based on management’s current beliefs, expectations or assumptions regarding the future of the business, plans and strategies, operational results and other future conditions of the Company. In addition, the Company may make or approve certain statements in future filings with Canadian securities regulatory authorities, in press releases, or in oral or written presentations by representatives of the Company that are not statements of historical fact and may also constitute forward-looking statements. All statements, other than statements of historical fact, made by the Company that address activities, events or developments that the Company expects or anticipates will or may occur in the future are forward-looking statements, including, but not limited to, statements preceded by, followed by or that include words such as “assumptions”, “assumes”, “guidance”, “outlook”, “may”, “will”, “would”, “could”, “should”, “believes”, “estimates”, “projects”, “potential”, “expects”, “plans”, “intends”, “anticipates”, “targeted”, “continues”, “forecasts”, “designed”, “goal”, or the negative of those words or other similar or comparable words and includes, among others, information regarding: its outlook for and expected operating margins, capital allocation, free flow cash and other financial results; growth of its operations via expansion, for the effects of any transactions; expectations for the potential benefits of any transactions; statements relating to the business and future activities of, and developments related to, the Company after the date of this press release, including such things as future business strategy, competitive strengths, goals, expansion and growth of the Company’s business, operations and plans; expectations that planned acquisitions will be completed; expectations regarding cultivation and manufacturing capacity; expectations regarding receipt of regulatory approvals; expectations that licenses applied for will be obtained; potential future legalization of adult-use and/or medical cannabis under U.S. federal law; expectations of market size and growth in the U.S. and the states in which the Company operates; expectations for other economic, business, regulatory and/or competitive factors related to the Company or the cannabis industry generally; and other events or conditions that may occur in the future. Forward-looking statements may relate to future financial conditions, results of operations, plans, objectives, performance or business developments. These statements speak only as at the date they are made and are based on information currently available and on the then current expectations. Holders of securities of the Company are cautioned that forward-looking statements are not based on historical facts but instead are based on reasonable assumptions and estimates of management of the Company at the time they were provided or made and involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of the Company, as applicable, to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements, including, but not limited to, risks and uncertainties related to: the available funds of the Company and the anticipated use of such funds; the availability of financing opportunities; legal and regulatory risks inherent in the cannabis industry; risks associated with economic conditions, dependence on management and currency risk; risks relating to U.S. regulatory landscape and enforcement related to cannabis, including political risks; risks relating to anti-money laundering laws and regulation; other governmental and environmental regulation; public opinion and perception of the cannabis industry; risks related to contracts with third-party service providers; risks related to the enforceability of contracts; reliance on the expertise and judgment of senior management of the Company, and ability to retain such senior management; risks related to proprietary intellectual property and potential infringement by third-parties; the concentrated voting control of the Company’s Chairman and the unpredictability caused by the capital structure; risks relating to the management of growth; increasing competition in the industry; risks inherent in an agricultural business; risks relating to energy costs; risks associated to cannabis products manufactured for human consumption including potential product recalls; reliance on key inputs, suppliers and skilled labor; cybersecurity risks; ability and constraints on marketing products; fraudulent activity by employees, contractors and consultants; tax and insurance related risks; risks related to the economy generally; risk of litigation; conflicts of interest; risks relating to certain remedies being limited and the difficulty of enforcement of judgments and effect service outside of Canada; risks related to future acquisitions or dispositions; sales by existing shareholders; limited research and data relating to cannabis; as well as those risk factors discussed under “Risk Factors” in the Company’s Annual Management, Discussion and Analysis dated March 11, 2021, and in the Company’s Annual Information Form dated September 25, 2020, and as described from time to time in documents filed by the Company with Canadian securities regulatory authorities. The purpose of forward-looking statements is to provide the reader with a description of management’s expectations, and such forward-looking statements may not be appropriate for any other purpose. In particular, but without limiting the foregoing, disclosure in this press release as well as statements regarding the Company’s objectives, plans and goals, including future operating results and economic performance may make reference to or involve forward-looking statements. Although the Company believes that the expectations reflected in such forward-looking statements are reasonable, it can give no assurance that such expectations will prove to have been correct. A number of factors could cause actual events, performance or results to differ materially from what is projected in the forward-looking statements. You should not place undue reliance on forward-looking statements contained in this press release. Such forward-looking statements are made as of the date of this press release. We undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by applicable law. The Company’s forward-looking statements are expressly qualified in their entirety by this cautionary statement.

This news release contains future-oriented financial information and financial outlook information (collectively, “FOFI”) about the Company’s prospective results of operations, production and production efficiency, commercialization, revenue and cash on hand, all of which are subject to the same assumptions, risk factors, limitations, and qualifications as set second in the above paragraph. FOFI contained in this document was approved by management as of the date of this document and was provided for the purpose of providing further information about the Company’s future business operations. The Company disclaims any intention or obligation to update or revise any FOFI contained in this document, whether as a result of new information, future events or otherwise, unless required pursuant to applicable law. Readers are cautioned that the FOFI contained in this document should not be used for purposes other than for which it is disclosed herein.

The financial information reported in this news release is based on unaudited management prepared financial statements for the quarter and year ended December 31, 2020. Accordingly, such financial information may be subject to change. Financial statements for the period will be released and filed under the Company’s profiles on SEDAR at www.sedar.com no later than March 11, 2021. All financial information contained in this news release is qualified in its entirety with reference to such unaudited financial statements. While the Company does not expect there to be any material changes, to the extent that the financial information contained in this news release is inconsistent with the information contained in the Company’s unaudited financial statements, the financial information contained in this news release shall be deemed to be modified or superseded by the Company’s unaudited financial statements. The making of a modifying or superseding statement shall not be deemed an admission for any purposes that the modified or superseded statement, when made, constituted a misrepresentation for purposes of applicable securities laws.

Neither the Canadian Securities Exchange nor its Regulation Service Provider has reviewed and does not accept responsibility for the adequacy or accuracy of the content of this news release.

View original content:http://www.prnewswire.com/news-releases/curaleaf-reports-record-fourth-quarter-and-fiscal-year-end-2020-financial-and-operational-results-301243883.html

SOURCE Curaleaf Holdings, Inc.

March 9, 2021 4:07 pm

DiaMedica Therapeutics Hosting Key Opinion Leader Webinar on DM199 for Treatment of Acute Ischemic Stroke

DiaMedica Therapeutics Hosting Key Opinion Leader Webinar on DM199 for Treatment of Acute Ischemic Stroke

MINNEAPOLIS–(BUSINESS WIRE)–
DiaMedica Therapeutics Inc. (Nasdaq: DMAC), a clinical stage biopharmaceutical company developing novel treatments for neurological and kidney diseases, today announced that it will host a key opinion leader (KOL) webinar on DM199, the Company’s lead asset for the treatment of Acute Ischemic Stroke (AIS), on Friday, March 19, 2021 at 12:00pm Eastern Time.

The webinar will feature presentations by KOLs Scott Kasner, M.D., University of Pennsylvania, and Paolo Madeddu, M.D., University of Bristol, who will discuss the current treatment landscape and unmet medical need in treating patients with AIS and the rationale for the treatment of stroke and stroke recurrence with DM199. Drs. Kasner and Madeddu will be available to answer questions following the formal presentations.

DiaMedica Therapeutics’ management team will also provide an update on the product candidate DM199 for acute ischemic stroke and stroke recurrence prevention. DM199 is a recombinant (synthetic) form of the human tissue kallikrein-1 (KLK1). KLK1 is a serine protease (protein) that plays an important role in the regulation of diverse physiological processes including blood flow, inflammation, fibrosis, oxidative stress and neurogenesis via a molecular mechanism that increases production of nitric oxide and prostaglandin.

DiaMedica plans to submit an investigational new drug (IND) application to the FDA for the phase 2/3 study in the first quarter of 2021.

To register for the webinar, please click here.

Dr. Scott E. Kasner earned his B.S. in Physics and Zoology from Duke University, M.D. from Yale University, and a Master’s of Science in Clinical Epidemiology (M.S.C.E.) from the University of Pennsylvania. He trained in Neurology at the University of Pennsylvania, and then in Stroke and Neurocritical Care at the University of Texas at Houston. He joined the faculty at the University of Pennsylvania in 1997 and is currently the Ruth M. & Tristram C. Colket Jr. President’s Distinguished Professor of Neurology, Chief of the Division of Stroke and Cerebrovascular Disease, Vice Chair for Clinical Affairs, and Director of the Joint Commission-certified Comprehensive Stroke Center. He is a Fellow of the American Heart Association and was a longstanding member of its Stroke Council Leadership Committee. He chaired the AHA’s Stroke Oversight Committee and the Early Career Investigator committee. He was awarded the 2000 Michael Pessin Stroke Leadership Award by the American Academy of Neurology and the 2012 Stroke Council Award by the American Heart Association. Dr. Kasner has had leadership roles in many trials of novel interventions for acute stroke treatment, prevention, and recovery. He has authored over 300 publications, and he edited 2 textbooks focused on evidence-based stroke care. Dr. Kasner has been extolled as a teacher and mentor, with several teaching awards spanning his career.

Prof. Paolo Madeddu, M.D. is Professor in Experimental Cardiovascular Medicine at the University of Bristol Medical School and is a globally recognized Key Opinion Leader regarding research on the KLK1 mechanism. Most recently, Prof. Madeddu was Head of Regenerative Medicine Section in the School of Clinical Sciences at the University of Bristol. Prior to that, he was Director of Experimental Medicine and Gene Therapy at Osilo and Alghero Technological Park.

Prof. Madeddu received his M.D. from the University of Sassari where he graduated Magna cum laude and was awarded the title of “Doctor in Medicine and Surgery”. He was awarded many grants as a personal investigator and is currently working on 4 ongoing grants as a co-personal investigator. Additionally, Prof. Madeddu is the author of over 300 publications.

About DM199 for Acute Ischemic Stroke

On average, someone in the United States has a stroke every 40 seconds and someone dies from a stroke every four minutes. AIS is the leading cause of adult disability in the United States and costs the United States an estimated $34 billion annually, including the cost of health care services, medications and lost productivity.

The Company’s recently completed ReMEDy Phase 2 study in AIS (N=91), in addition to meeting its primary safety and tolerability endpoints, a statistically significant 86% (P=0.028) reduction in the number of participants with severe recurrent strokes was observed in the active treatment group (N=1) compared to placebo (N=7), a potentially transformative outcome given that approximately 25% of the 795,000 strokes occurring each year in the United States are recurrent strokes.

Additionally, in a subset of participants in the ReMEDy study that most closely represents the proposed targeted study population for DM199 (N=46), 36% of participants receiving DM199 (N=25) achieved a full or nearly full recovery at 90 days, an NIHSS score of 0-1, compared to 14% in the placebo group (N=21), an absolute difference of 22%. This subset was comprised of those participants not receiving a mechanical thrombectomy, indicative of a large vessel occlusion, prior to enrollment. Additionally, deaths in the DM199 group (N=25) were 12% compared to 24% in the placebo group (N=21), an absolute reduction of 50%. The combination of improvement in recoveries and reduction in recurrent strokes creates an encouraging signal for the potential benefit of DM199 to AIS patients and supports the further investigation of DM199 in AIS.

About DM199

DM199 is a recombinant (synthetic) form of the human tissue kallikrein-1 (KLK1). KLK1 is a serine protease (protein) that plays an important role in the regulation of diverse physiological processes including blood flow, inflammation, fibrosis, oxidative stress and neurogenesis via a molecular mechanism that increases production of nitric oxide and prostaglandin. KLK1 deficiency may play a role in multiple vascular and fibrotic diseases including stroke, stroke recurrences, kidney diseases, vascular dementia and resistant hypertension where current treatment options are limited or ineffective. DiaMedica is the first company to have developed a recombinant form of the KLK1 protein for clinical use. The KLK1 protein, produced from human urine and porcine pancreas, has been used to treat patients in Japan, China and Korea for decades. DM199 is currently being studied in patients with acute ischemic stroke and chronic kidney diseases.

About DiaMedica Therapeutics Inc.

DiaMedica Therapeutics Inc. (Nasdaq: DMAC) is a clinical stage biopharmaceutical company focused on developing novel treatments to improve the lives of patients with neurological and chronic kidney diseases. To learn more about DiaMedica, visit www.diamedica.com.

View source version on businesswire.com: https://www.businesswire.com/news/home/20210309005993/en/

Scott Kellen

Chief Financial Officer

Phone: (763) 496-5118

[email protected]

For Investor Inquiries:

Tim McCarthy

Managing Director, LifeSci Advisors, LLC

Email: [email protected]

KEYWORDS: United States North America Minnesota

INDUSTRY KEYWORDS: Biotechnology Pharmaceutical Health Clinical Trials

MEDIA:

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March 9, 2021 4:05 pm

Public Storage to Participate in the Citi 2021 Global Property CEO Conference

Public Storage to Participate in the Citi 2021 Global Property CEO Conference

GLENDALE, Calif.–(BUSINESS WIRE)–
Public Storage (NYSE:PSA) announced today that the Company will participate in a roundtable discussion at the Citi 2021 Global Property CEO Conference on Wednesday, March 10, 2021, beginning at 4:15 p.m. (EST). The presentation will be webcast and available on Public Storage’s website at PublicStorage.com.

Company Information

Public Storage, a member of the S&P 500 and FT Global 500, is a REIT that primarily acquires, develops, owns and operates self-storage facilities. At December 31, 2020, we had: (i) interests in 2,548 self-storage facilities located in 38 states with approximately 175 million net rentable square feet in the United States, (ii) an approximate 35% common equity interest in Shurgard Self Storage SA (Euronext Brussels:SHUR) which owned 241 self-storage facilities located in seven Western European nations with approximately 13 million net rentable square feet operated under the “Shurgard” brand and (iii) an approximate 42% common equity interest in PS Business Parks, Inc. (NYSE:PSB) which owned and operated approximately 28 million rentable square feet of commercial space at December 31, 2020. Our headquarters are located in Glendale, California.

Additional information about Public Storage is available on the Company’s website at PublicStorage.com.

View source version on businesswire.com: https://www.businesswire.com/news/home/20210309006003/en/

Ryan Burke

(818) 244-8080, Ext. 1141

KEYWORDS: California United States North America

INDUSTRY KEYWORDS: Commercial Building & Real Estate Construction & Property

MEDIA:

March 9, 2021 4:05 pm

Mirum Pharmaceuticals Reports Fourth Quarter and Year-End 2020 Results and Provides Business Updates

Mirum Pharmaceuticals Reports Fourth Quarter and Year-End 2020 Results and Provides Business Updates

– U.S. launch of maralixibat for Alagille syndrome (ALGS) planned for second half of 2021, if approved by FDA

– Phase 2b programs initiated in Primary Sclerosing Cholangitis, Intrahepatic Cholestasis of Pregnancy and Biliary Atresia

– Financial runway expected to support maralixibat launch in U.S. and Europe and pipeline expansion over the next three years

FOSTER CITY, Calif.–(BUSINESS WIRE)–
Mirum Pharmaceuticals, Inc. (Nasdaq: MIRM), today announced financial results for the fourth quarter and year-end 2020 and provided business updates.

“In 2020, Mirum achieved several critical milestones, further advancing maralixibat for Alagille syndrome and PFIC2, and continuing to build value in our business by initiating the volixibat programs in adult cholestasis,” said Chris Peetz, president and chief executive officer at Mirum. “We move into 2021 poised to launch maralixibat for Alagille syndrome in the United States, if approved, and with a strong cash runway expected to support three years of growth and expansion into additional orphan liver diseases.”

Key Operational Highlights and Business Updates

Completed rolling NDA submission to FDA for maralixibat for the treatment of pruritus in patients with Alagille syndrome (ALGS) one year of age and older in January 2021.
Received validation (acceptance) of Mirum’s marketing authorization application (MAA) to the European Medicines Agency (EMA) for maralixibat for the treatment of patients with Progressive Familial Intrahepatic Cholestasis Type 2 (PFIC2).
Announced new maralixibat data highlighting more than five years of durable improvements in pruritus and quality of life in children with ALGS treated with maralixibat during AASLD.
Along with existing balance sheet, secured access to approximately $400 million in capital, with cash expected to support operations for the next three years including the planned launches of maralixibat and the advancement of Mirum’s development pipeline.
Initiated Phase 2b VISTAS study evaluating volixibat in patients with primary sclerosing cholangitis, and the Phase 2b OHANA study evaluating volixibat in patients with intrahepatic cholestasis of pregnancy.
Initiated EMBARK Phase 2b study evaluating maralixibat in children with biliary atresia.
Launched “Unbearable ALGS” in January 2021, a disease education program intended to increase awareness of Alagille syndrome with the goal of improving time and rate of diagnosis.

Financial Results

Total operating expenses for the quarter ended December 31, 2020 were $37.0 million, compared to $18.7 million for the fourth quarter of 2019. For the years ended December 31, 2020 and 2019, total operating expenses were $104.3 million and $54.7 million, respectively.
- Research and development expenses for the fourth quarter were $29.7 million, compared to $14.4 million for the comparable prior-year period. For the years ended December 31, 2020 and 2019, research and development expenses were $81.6 million and $43.0 million, respectively. The increase in full year 2020 was primarily due to increased personnel related expenses, manufacturing activities to support Mirum’s NDA, and higher consulting expenses.
- General and administrative expenses for the fourth quarter of 2020 were $7.2 million, compared to $4.3 million for the comparable prior-year period. For the years ended December 31, 2020 and 2019, general and administrative expenses were $22.7 million and $11.8 million, respectively. The increase was primarily due to personnel and other compensation-related expenses.
For the quarter ended December 31, 2020, Mirum reported a net loss of $37.2 million, or $1.43 per share, compared with a net loss of $18.0 million, or $0.79 per share for the same period in 2019. For the year ended December 31, 2020, Mirum reported a net loss of $103.3 million, or $4.09 per share, compared to a net loss of $52.6 million, or $4.58 per share, for the same period in 2019.
As of December 31, 2020, Mirum had cash, cash equivalents, and investments of $231.8 million.

Upcoming Anticipated Milestones

Commercial
- Anticipated launch of maralixibat for the treatment of cholestatic pruritus in patients with ALGS one year of age and older in second half of 2021, if approved by the FDA.
- Launch of maralixibat for the treatment of PFIC2 in Europe planned for early 2022, if approved by the EMA.
Pipeline
- Maralixibat: Enrollment completion for Phase 3 MARCH PFIC study expected in the second quarter 2021.
- Volixibat: Phase 2b study in primary biliary cholangitis planned for the second half of 2021.

About Maralixibat

Maralixibat is a novel, minimally absorbed, orally administered investigational drug being evaluated in several rare cholestatic liver diseases. Maralixibat inhibits the apical sodium dependent bile acid transporter (ASBT), resulting in more bile acids being excreted in the feces, leading to lower levels of bile acids systemically, thereby potentially reducing bile acid mediated liver damage and related effects and complications. More than 1,600 individuals have received maralixibat, including more than 120 children who have received maralixibat as an investigational treatment for Alagille syndrome (ALGS) and progressive familial intrahepatic cholestasis (PFIC). In the ICONIC Phase 2b ALGS clinical trial, patients taking maralixibat had significant reductions in bile acids and pruritus compared to placebo, as well as reduction in xanthomas and accelerated growth long-term. In a Phase 2 PFIC study, a genetically defined subset of BSEP deficient (PFIC2), patients responded to maralixibat with an increase in transplant-free survival. The U.S. Food and Drug Administration has granted maralixibat Breakthrough Therapy designation for the treatment of pruritus associated with ALGS in patients one year of age and older and for PFIC2. Maralixibat was generally well-tolerated throughout the studies. The most frequent treatment-related adverse events were diarrhea and abdominal pain. Until maralixibat is approved and available for prescribing, the medication is available to patients with ALGS through Mirum’s expanded access program. For more information, please visit ALGSEAP.com. For more information about the Phase 3 study for maralixibat in pediatric patients with PFIC, visit PFICtrial.com.

About Mirum Pharmaceuticals

Mirum Pharmaceuticals, Inc. is a clinical-stage biopharmaceutical company focused on the development and commercialization of a late-stage pipeline of novel therapies for debilitating liver diseases. Mirum’s lead product candidate, maralixibat, is an investigational oral drug in development for Alagille syndrome (ALGS), progressive familial intrahepatic cholestasis (PFIC), and biliary atresia. Mirum has submitted an NDA for maralixibat in the treatment of cholestatic pruritus in patients with ALGS. Additionally, Mirum’s marketing authorization application for the treatment of pediatric patients with PFIC2 has been accepted for review (validated) by the European Medicines Agency.

Mirum is also developing volixibat, another oral ASBT-inhibitor, in primary sclerosing cholangitis, intrahepatic cholestasis of pregnancy, and primary biliary cholangitis. For more information, visit MirumPharma.com.

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Forward-Looking Statements

Statements contained in this press release regarding matters that are not historical facts are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements include statements regarding, among other things, the results, conduct, progress and timing of Mirum’s ongoing and planned studies for maralixibat and volixibat, the regulatory approval path for maralixibat and volixibat, the strength of Mirum’s balance sheet and the adequacy of cash, cash equivalents and investments on hand, the impacts of the COVID-19 pandemic, and commercial readiness activities. Because such statements are subject to risks and uncertainties, actual results may differ materially from those expressed or implied by such forward-looking statements. Words such as “plans,” “will”, “anticipates,” “goal,” “potential” and similar expressions are intended to identify forward-looking statements. These forward-looking statements are based upon Mirum’s current expectations and involve assumptions that may never materialize or may prove to be incorrect. Actual results could differ materially from those anticipated in such forward-looking statements as a result of various risks and uncertainties, which include, without limitation, risks and uncertainties associated with Mirum’s business in general, the impact of the COVID-19 pandemic, and the other risks described in Mirum’s filings with the Securities and Exchange Commission. All forward-looking statements contained in this press release speak only as of the date on which they were made and are based on management’s assumptions and estimates as of such date. Mirum undertakes no obligation to update such statements to reflect events that occur or circumstances that exist after the date on which they were made, except as required by law.

Mirum Pharmaceuticals, Inc.
Condensed Consolidated Statement of Operations Data
(in thousands, except per share amounts)

	Three Months Ended December 31,						Year Ended December 31,
	2020			2019			2020			2019
	(Unaudited)
Operating expenses:
Research and development	$	29,726		$	14,380		$	81,605		$	42,991
General and administrative		7,225			4,278			22,691			11,752
Total operating expenses (1)		36,951			18,658			104,296			54,743
Loss from operations		(36,951	)		(18,658	)		(104,296	)		(54,743	)
Interest income		168			747			1,559			2,232
Interest expense		(335	)		—			(335	)		—
Other expense, net		(83	)		(20	)		(192	)		(21	)
Net loss before provision for income taxes		(37,201	)		(17,931	)		(103,264	)		(52,532	)
Provision for income taxes		2			21			6			21
Net Loss	$	(37,203	)	$	(17,952	)	$	(103,270	)	$	(52,553	)
Net loss per share, basic and diluted	$	(1.43	)	$	(0.79	)	$	(4.09	)	$	(4.58	)
Weighted-average shares of common stock outstanding, basic and diluted		26,106,102			22,587,752			25,251,968			11,486,367

(1) Amounts include stock-based compensation as follows:
Research and development	$	1,467		$	820		$	5,129		$	2,359
General and administrative		2,112			1,247			7,425			3,711
Total stock-based compensation	$	3,579		$	2,067		$	12,554		$	6,070

Mirum Pharmaceuticals, Inc.
Selected Consolidated Balance Sheet Data
(in thousands)

	December 31, 2020			December 31, 2019

Cash, cash equivalents and investments	$	231,820		$	139,952
Working capital		217,888			106,287
Total assets		240,864			146,712
Accumulated deficit		(173,171	)		(69,901	)
Total stockholders’ equity		172,095			130,349

View source version on businesswire.com: https://www.businesswire.com/news/home/20210309005916/en/

Investor Contact:

Ian Clements, Ph.D.

[email protected]

Media Contact:

Erin Murphy

[email protected]

KEYWORDS: United States North America California

INDUSTRY KEYWORDS: Oncology Health Other Health General Health Pharmaceutical Biotechnology

MEDIA:

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March 9, 2021 4:05 pm

Array Technologies, Inc. Reports Financial Results for the Fourth Quarter and Full Year 2020

Fourth Quarter 2020 Financial Highlights

Revenue of $180.6 million
Net Loss of ($9.8) million
Basic and Diluted Net Loss per share of ($0.08)
Adjusted EBITDA of $20.0 million⁽¹⁾
Adjusted Basic and Diluted Net Income per share of $0.08⁽¹⁾

Full Year 2020 Financial Highlights

Revenue of $872.7 million
Net Income of $59.1 million
Basic and Diluted Net Income per share of $0.49
Adjusted EBITDA of $160.5 million⁽¹⁾
Adjusted Basic and Diluted Net Income per share of $0.93⁽¹⁾

⁽¹⁾A reconciliation of the GAAP to the most comparable Non-GAAP results is included below.

ALBUQUERQUE, N.M., March 09, 2021 (GLOBE NEWSWIRE) — Array Technologies, Inc. (Nasdaq: ARRY), one of the world’s largest manufacturers of ground-mounted systems used in solar energy projects, today announced financial results for its fourth quarter and full year ended December 31, 2020.

“I am proud of what the Array team accomplished in 2020. We met the unique challenges posed by the pandemic and delivered strong financial performance while laying the groundwork for continued growth in 2021 and beyond. We exceeded the high end of our guidance with revenues and adjusted EBITDA for the full year 2020 increasing 35% and 32%, respectively, versus last year. Our results reflect strong demand for solar energy projects, share gains by trackers versus fixed tilt and customer recognition of the superior value that Array products deliver,” said Jim Fusaro, Chief Executive Officer of Array Technologies.

Mr. Fusaro continued, “In 2021, we remain focused on the three core growth strategies that we outlined on our third quarter conference call – continued market share gains in the U.S., international expansion and acquisitions of companies that provide complementary products, services or technology – and we are already making good progress. In the U.S. market, we are continuing to grow our wallet share with existing customers as well as convert new customers to Array as demonstrated by our strong order book. Outside of the U.S., we are in the process of building the sales, supply chain and fulfillment infrastructure we need to service international customers. We expect to be able to accelerate the build-out later this year as travel restrictions and other challenges created by the pandemic abate. We also made a recent investment in a company with a unique technology that we believe could revolutionize the way utility-scale solar is installed.”

“Cutting across all three of our growth strategies will be product innovation. We are making significant investments in new product development with the goal of addressing common ‘pain points’ in utility-scale solar installation. Installation is a growing portion of the total cost of a solar energy project and the availability of skilled labor can be a constraint on our customers’ growth. We have several new products, product features and installation methods in development this year that we believe could significantly reduce the cost and labor required to install our tracker system and further extend our technology lead over competitors.”

“We believe the tremendous tailwinds we have in solar today from government, businesses and consumers coupled with the innovations we are preparing to introduce to the market position us to deliver continued strong results for our shareholders,” concluded Mr. Fusaro.

Fourth Quarter 2020 Financial Results

Revenues decreased 20% to $180.6 million, compared to $224.7 million for the prior-year period driven by decreases in the number of tracker systems delivered as a result of customers taking delivery for most orders during the first and second quarters in order to preserve the 30% ITC rate for their projects, resulting in fewer shipments in the fourth quarter when compared to the prior year.

Gross profit decreased 41% to $35.5 million, compared to $60.6 million in the prior year period driven primarily by lower revenues. Gross margin decreased from 27% to 20% driven by less revenue to absorb fixed costs and project mix.

Operating expenses increased to $37.7 million compared to $20.1 million during the same period in the prior year primarily as a result of a $10.4 million expense related to the revaluation of contingent consideration mainly related to an earn-out obligation we have with our founder as well as higher costs associated with being a public company and an increase in headcount.

Loss from operations was $2.2 million, compared to income of $40.5 million during the same period in the prior year.

Net loss was $9.8 million, compared to net income of $26.8 million during the same period in the prior year and basic and diluted loss per share were $0.08, compared to basic and diluted earnings per share of $0.22 during the same period in the prior year.

Adjusted EBITDA decreased 60% to $20.0 million, compared to $49.9 million for the prior-year period.

Adjusted net income decreased 69% to $10.6 million, compared to $34.7 million during the same period in the prior year and adjusted basic and diluted adjusted net income per share was $0.08 compared to $0.29 during the same period in the prior year.

Full Year 2020 Financial Results

Revenues increased 35% to $872.7 million, compared to $647.9 million for the prior-year period driven by increases in the number of tracker systems delivered.

Gross profit increased 35% to $202.8 million, compared to $150.8 million in the prior year period driven primarily by higher revenues. Gross margin was flat versus the prior year period driven by reductions in the cost of purchased materials which offset higher logistics costs in the second half of the year caused by COVID-19 related freight increases.

Operating expenses increased to $107.6 million compared to $67.4 million during the same period in the prior year primarily as a result of a $26.4 million expense related to the revaluation of contingent consideration mainly related to an earn-out obligation we have with our founder. Additionally, in 2019 we recorded a $4.0 million benefit from the reversal of a bad debt expense for which we had no comparable benefit in 2020. Finally, in 2020 we had an increase in equity-based compensation of $4.0 million.

Income from operations increased 14% to $95.2 million, compared to $83.4 million during the same period in the prior year.

Net income increased 49% to $59.1 million, compared to $39.7 million during the same period in the prior year and basic and diluted income per share was $0.49 compared to $0.33 during the same period in the prior year.

Adjusted EBITDA increased 32% to $160.5 million, compared to $121.8 million for the prior-year period.

Adjusted net income increased 40% to $112.4 million, compared to $80.3 million during the same period in the prior year and adjusted basic and diluted adjusted net income per share was $0.93 compared to $0.67 during the same period in the prior year.

Executed Contracts and Awarded Orders

Total executed contracts and awarded orders at December 31, 2020 was $705.3 million of which we expect to recognize $654.2 million during the 12 months ending December 31, 2021.

Fourth Quarter 2020 Highlights and Recent Developments

During 2020, we added 38 new customers underscoring our ability to convert EPCs, developers to our tracker system which delivers superior functionality, reliability and total cost of ownership relative to competing products.
On November 10, 2020, we entered into an agreement to supply 1.4 GW of our DuraTrack HZ v3 trackers and SmartTrack Software to Lightsource bp, a global solar energy project developer, valued at over $100 million. Deliveries under the agreement will commence in the first quarter of 2021 and continue through 2022.
On November 27, 2020, we entered into a letter of intent to supply 1.0 GW of our DuraTrack HZ v3 trackers to RP Construction Services, a provider of design-build services for small and medium-sized ground mounted solar energy projects. Deliveries under the arrangement are expected to commence in 2021 and continue through 2022. The arrangement with RP Construction Services will increase our penetration of the small ground mount market which we believe is growing rapidly.
In the first quarter of 2021, we made an investment in a technology company that has the potential to significantly reduce the cost of installing trackers. The terms of the investment give us certain rights in connection with any future sale of the company that we believe will give us an opportunity to acquire the business at that time.
On February 23, 2021, we completed an amendment to our credit facility that reduced the drawn margin from LIBOR plus 400 basis points, with a floor of 5.0% to LIBOR plus 325 basis points, with a floor of 3.75%. The amendment is expected to reduce cash interest expense by approximately $5 million in 2021
Today we announced the opening of the Array Tech Research Center, a site dedicated to researching, developing and field testing advanced solar tracker technology. Located in Phoenix, AZ, the Array Tech Research Center will serve as a proving ground where customers can explore product prototypes that address common utility-scale solar challenges, including foundation costs, site grading requirements, large module compatibility and installation time. Array’s engineers will use the facility to demonstrate how developers and EPCs can overcome these challenges using new technology developed by the company.

Full Year 2021 Guidance

For the full year 2021 ending December 31, 2021, the Company expects:

Revenues to be in the range of $1,025 million to $1,125 million
Adjusted EBITDA⁽²⁾ to be in the range of $164 million to $180 million
Adjusted net income per share⁽²⁾ to be in the range of $0.82 to $0.92

“The midpoint of our revenue guidance represents a 23% year-over-year increase and reflects the strong demand we are seeing for our products. Businesses and consumers are increasingly focused on sustainability and solar energy is a cornerstone for global decarbonization,” said Nipul Patel, Chief Financial Officer of Array.

Mr. Patel continued “The two-year extension of the 26% investment tax credit (ITC) has significantly expanded the universe of viable projects in the U.S. which should lead to higher volumes as well as change how our customers time their orders. Prior to a year with an ITC step-down, we historically received most orders for the following year during the fourth quarter and shipped those orders during the first and second quarters which allowed our customers to preserve the higher ITC rate for their projects. The elimination of the ITC step-downs in 2021 and 2022 take away the incentive for customers to place their orders in Q4 and take delivery in the first half. As a result, we expect to see a more even distribution of our revenues throughout 2021 than we did in 2020, reflecting traditional construction seasonality with more of our revenue coming in the second and third quarters than the first and fourth quarters. Importantly, since our customers had no incentive to place orders in Q4, the size of our executed contracts and awarded orders at year end 2020 underscores the strength of the demand that we are seeing.”

“Commodity prices and freight costs have increased significantly over the past several months as business activity levels are increasing in response to the availability of a COVID-19 vaccine and capacity that was idled during the pandemic comes back online. While we currently expect commodity prices and shipping costs to normalize, the low end of our Adjusted EBITDA guidance range contemplates a delayed return to a normal pricing environment,” concluded Mr. Patel.

^{___________________________________}

⁽
²
⁾ A reconciliation of projected adjusted EBITDA and adjusted net income per share, which are forward-looking measures that are not prepared in accordance with GAAP, to the most directly comparable GAAP financial measures, is not provided because we are unable to provide such reconciliation without unreasonable effort. The inability to provide a quantitative reconciliation is due to the uncertainty and inherent difficulty predicting the occurrence, the financial impact and the periods in which the components of the applicable GAAP measures and non-GAAP adjustments may be recognized. The GAAP measures may include the impact of such items as non-cash share-based compensation, revaluation of the fair-value of our contingent consideration, and the tax effect of such items, in addition to other items we have historically excluded from adjusted EBITDA and adjusted net income per share. We expect to continue to exclude these items in future disclosures of these non-GAAP measures and may also exclude other similar items that may arise in the future (collectively, “non-GAAP adjustments”). The decisions and events that typically lead to the recognition of non-GAAP adjustments are inherently unpredictable as to if or when they may occur. As such, for our 2021 outlook, we have not included estimates for these items and are unable to address the probable significance of the unavailable information, which could be material to future results.

Conference Call Information

Array management will host a conference call today at 5:00 p.m. Eastern Time, to discuss the Company’s financial results. The conference call can be accessed live over the phone by dialing (877) 451-6152 (domestic) or (201) 389-0879 (international). A telephonic replay will be available approximately two hours after the call by dialing (844) 512-2921, or for international callers, (412) 317-6671. The passcode for the live call and the replay is 13716229. The replay will be available until 11:59 p.m. (ET) on March 23, 2021.

Interested investors and other parties can listen to a webcast of the live conference call by logging onto the Investor Relations section of the Company’s website at http://ir.arraytechinc.com. The online replay will be available for 30 days on the same website immediately following the call.

To learn more about Array Technologies, please visit the company’s website at http://ir.arraytechinc.com.

About Array Technologies, Inc.

Array Technologies is a leading global technology company providing tracker solutions and services for utility-scale solar energy projects as one of the world’s largest manufacturers of ground-mounted systems. With efficient installation and terrain flexibility coupled with high reliability, durability, and performance, Array delivers a lower levelized cost of energy. The Company’s focus on innovation, combined with its customer-centric approach, has helped achieve some of the industry’s best returns. Array Technologies is headquartered in the United States with offices in Europe, Central America, and Australia.

Investor Relations Contact:

Array Technologies, Inc.
Investor Relations
505-437-0010
[email protected]

Forward-Looking Statements

This press release contains forward-looking statements that are based on our management’s beliefs and assumptions and on information currently available to our management. Forward-looking statements include information concerning our projected future results of operations, business strategies, and industry and regulatory environment. Forward-looking statements include statements that are not historical facts and can be identified by terms such as “anticipate,” “believe,” “could,” “estimate,” “expect,” “intend,” “may,” “plan,” “potential,” “predict,” “project,” “seek,” “should,” “will,” “would” or similar expressions and the negatives of those terms.

Array’s actual results and the timing of events could materially differ from those anticipated in such forward-looking statements as a result of certain risks and uncertainties including those described in more detail in the Company’s most recent Annual Report on Form 10-K and other documents on file with the SEC, each of which can be found on our website www.arraytechinc.com

Except as required by law, we assume no obligation to update these forward-looking statements, or to update the reasons actual results could differ materially from those anticipated in these forward-looking statements, even if new information becomes available in the future.

Non-GAAP Financial Information

This presentation includes unaudited financial measures that exclude items and therefore are not in accordance with U.S. generally accepted accounting principles (“GAAP”), including Adjusted EBITDA, Adjusted Net Income and Adjusted Net Income per share. We define Adjusted EBITDA as net income (loss) plus (i) interest expense, (ii) other (income) expense, (iii) income tax expense (benefit), (iv) depreciation expense, (v) amortization of intangibles, (vi) equity based compensation, (vii) remeasurement of the fair value of contingent consideration, (viii) ERP implementation costs, (ix) certain legal expense, and (x) other costs. We define Adjusted Net Income as net income (loss) plus (i) amortization of intangibles, (ii) amortization of debt discount and issuance costs (iii) equity based compensation, (iv) remeasurement of the fair value of contingent consideration, (v) ERP implementation costs, (vi) certain legal expense, (vii) other costs, and (viii) income tax (expense) benefit of adjustments. A detailed reconciliation between GAAP results and results excluding special items (“non-GAAP”) is included within this presentation.

Among other limitations, Adjusted EBITDA and Adjusted Net Income do not reflect our cash expenditures, or future requirements, for capital expenditures or contractual commitments; do not reflect the impact of certain cash charges resulting from matters we consider not to be indicative of our ongoing operations; do not reflect income tax expense or benefit; and other companies in our industry may calculate Adjusted EBITDA and Adjusted Net Income differently than we do, which limits their usefulness as comparative measures. Because of these limitations, Adjusted EBITDA and Adjusted Net Income should not be considered in isolation or as substitutes for performance measures calculated in accordance with GAAP. We compensate for these limitations by relying primarily on our GAAP results and using Adjusted EBITDA and Adjusted Net Income on a supplemental basis. You should review the reconciliation of net income (loss) to Adjusted EBITDA and Adjusted Net Income below and not rely on any single financial measure to evaluate our business.

Array Technologies, Inc.

Consolidated Balance Sheets (Unaudited)

(In thousands)

	December 31,
	2020			2019
Assets
Current Assets
Cash and cash equivalents	$	108,441		$	310,262
Restricted cash	—			50,995
Accounts receivable, net	118,694			96,251
Inventories, net	118,459			148,024
Income tax receivables	17,158			628
Prepaid expenses and other	12,423			13,524
Total Current Assets	375,175			619,684
Property, plant and equipment, net	9,774			10,660
Goodwill	69,727			69,727
Other intangible assets, net	198,260			223,510
Other assets	3,088			—
Total Assets	$	656,024		$	923,581

Liabilities and Member’s Equity/Stockholders’ Deficit
Current Liabilities
Accounts payable	$	82,755		$	129,584
Accounts payable – related party	2,232			5,922
Accrued expenses and other	29,164			17,755
Accrued warranty reserve	3,049			2,592
Income tax payable	8,814			1,944
Deferred revenue	149,821			328,781
Current portion of contingent consideration	8,955			6,293
Current portion of long-term debt	4,313			55,949
Current portion of related party loans	—			41,800
Total Current Liabilities	289,103			590,620
Long-Term Liabilities
Deferred tax liability	13,114			15,853
Contingent consideration, net of current portion	10,736			11,957
Long-term debt, net of current portion, debt discount and issuance costs	423,970			—
Total Long-Term Liabilities	447,820			27,810
Total Liabilities	736,923			618,430
Commitments and Contingencies
Member’s equity	—			305,151
Stockholders’ Deficit
Preferred stock of $0.001 par value – authorized 5,000,000 shares as of December 31, 2020; none issued as of December 31, 2020	—			—
Common stock of $0.001 par value – authorized 1,000,000,000 shares as of December 31, 2020; issued: 126,994,467 as of December 31, 2020	127			—
Additional paid-in capital	140,473			—
Accumulated deficit	(221,499		)	—
Total member’s equity/stockholders’ deficit	(80,899		)	305,151
Total Liabilities and Member’s Equity/Stockholders’ Deficit	$	656,024		$	923,581

Array Technologies, Inc.

Consolidated Statements of Operations (Unaudited)

(In thousands, except per share amounts)

	Three Months Ended December 31,						Year Ended December 31,
		2020			2019			2020			2019
Revenues	$	180,566		$	224,710		$	872,662		$	647,899
Cost of Revenue		145,114			164,114			669,861			497,138
Gross profit		35,452			60,596			202,801			150,761

Operating Expenses
General and administrative		20,862			13,273			55,634			41,212
Contingent consideration		10,433			462			26,441			640
Depreciation and amortization		6,397			6,367			25,514			25,500
Total Operating Expenses		37,692			20,102			107,589			67,352

Income (Loss) from Operations		(2,240	)		40,494			95,212			83,409

Other Expense
Other expense, net		(142	)		(139	)		(2,305	)		(33	)
Interest expense		(6,816	)		(4,918	)		(15,129	)		(18,797	)
Total Other Expense		(6,958	)		(5,057	)		(17,434	)		(18,830	)
Income (Loss) Before Income Tax Expense		(9,198	)		35,437			77,778			64,579
Income Tax Expense		574			8,657			18,705			24,834
Net Income (Loss)	$	(9,772	)	$	26,780		$	59,073		$	39,745

Earnings (Loss) per Share
Basic	$	(0.08	)	$	0.22		$	0.49		$	0.33
Diluted	$	(0.08	)	$	0.22		$	0.49		$	0.33
Weighted Average Number of Shares
Basic		125,918			119,994			121,467			119,994
Diluted		125,918			119,994			121,514			119,994

Array Technologies, Inc.

Consolidated Statements of Cash Flows (Unaudited)

(In thousands)

	Three Months Ended December 31,						Year Ended December 31,
	2020			2019			2020			2019
Cash Flows from Operating Activities
Net income (loss)	$	(9,772	)	$	26,780		$	59,073		$	39,745
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
Provision for (recovery of) bad debts	102			1			595			(3,986		)
Deferred tax (benefit) expense	927			7,783			(2,739		)	22,322
Depreciation and amortization	6,887			6,829			27,474			27,316
Amortization of debt discount and issuance costs	1,206			964			3,366			3,968
Interest paid-in-kind	—			576			3,421			2,832
Equity-based compensation	1,545			799			4,809			799
Contingent consideration	10,433			462			26,441			640
Warranty provision	320			1,143			953			1,387
Provision for inventory obsolescence	(1,292		)	(459		)	1,225			1,742
Changes in operating assets and liabilities:	—			—
Accounts receivable	(698		)	22,533			(23,038		)	(40,708		)
Inventories	(20,652		)	(54,544		)	28,340			(94,594		)
Income tax receivables	(640		)	1,496			(16,530		)	9,941
Prepaid expenses and other	(6,121		)	(7,620		)	1,101			2,228
Accounts payable	35,455			71,979			(50,519		)	105,481
Accrued expenses and other	6,269			11,243			10,913			(1,978		)
Income tax payable	286			(514		)	6,870			1,944
Deferred revenue	105,040			308,142			(178,960		)	306,994
Contingent consideration	(25,000		)	—			(25,000		)	—
Net Cash Provided by (Used in) Operating Activities	104,295			397,593			(122,205		)	386,073
Cash Flows from Investing Activities
Purchase of property, plant and equipment	(728		)	(913		)	(1,338		)	(1,697		)
Net Cash Used in Investing Activities	(728		)	(913		)	(1,338		)	(1,697		)
Cash Flows from Financing Activities
Principal payments on term loan	—			(5,000		)	(57,702		)	(25,000		)
Proceeds from term loan facility	575,000			—			575,000			—
Principal payments on term loan facility	(115,000		)	—			(115,000		)	—
Proceeds from (Payments on) revolving loan	(102		)	(33,271		)	(70		)	(39,078		)
Payments on related party loans	—			—			(45,558		)	—
Debt discount and financing costs	(36,011		)	—			(36,011		)	—
Payment of special distribution	(589,000		)	—			(589,000		)	—
Proceeds from issuance of Class A Common Stock, net of underwriting discount and commissions	145,532			—			145,532			—
Deferred offering costs	(2,689		)	—			(6,464		)	—
Capital contribution	—			—			—			133
Net Cash Used in Financing Activities	(22,270		)	(38,271		)	(129,273		)	(63,945		)
Net Increase (Decrease) in Cash, Cash Equivalents and Restricted Cash	81,297			358,409			(252,816		)	320,431
Cash, Cash Equivalents and Restricted Cash, beginning of period	27,144			2,848			361,257			40,826
Cash, Cash Equivalents and Restricted Cash, end of period	$	108,441		$	361,257		$	108,441		$	361,257

Array Technologies, Inc.

Adjusted EBITDA and Adjusted Net Income Reconciliation (Unaudited)

(In thousands)

The following table reconciles net income (loss) to Adjusted EBITDA:

	Three Months Ended December 31,					Year Ended December 31,
	2020			2019		2020		2019
Net income (loss)	$	(9,772	)	$	26,780	$	59,073	$	39,745
Interest expense	6,816			4,918		15,129		18,797
Other expense, net	142			139		2,305		33
Income tax expense	574			8,657		18,705		24,834
Depreciation expense	574			516		2,224		2,066
Amortization of intangibles	6,313			6,313		25,250		25,250
Equity-based compensation	1,545			799		4,809		799
Contingent consideration	10,433			462		26,441		640
ERP implementation costs^(a)	—			649		1,946		2,874
Legal expense^(b)	169			675		1,068		3,915
Other costs^(c)	3,255			38		3,589		2,836
Adjusted EBITDA	$	20,049		$	49,946	$	160,539	$	121,789

^(a) Represents consulting costs associated with our enterprise resource planning system implementation.

^(b)Represents certain legal fees and other related costs associated with (i) a patent infringement action against a competitor for which a judgement has been entered in our favor and successful defense of a related matter and (ii) a pending action against a competitor in connection with violation of a non-competition agreement and misappropriation of trade secrets. We consider these costs not representative of legal costs that we will incur from time to time in the ordinary course of our business.

^(c) For the three months ended December 31, 2020, other costs represent (i) certain costs associated with our initial public offering and follow on offering of $3.2 million and, (ii) costs associated with our initial Board of Directors search for $0.1 million. For the three months ended December 31, 2019, other costs represent consulting fees for certain accounting, finance and IT services. For the year ended December 31, 2020, other costs represent (i) certain costs associated with our initial public offering and follow on offering of $3.5 million and, (ii) costs associated with our initial Board of Directors search for $0.1 million. For the year ended December 31, 2019, other costs represent (i) consulting fees for certain accounting, finance and IT services of $2.6 million and (ii) $0.2 million for the executive consulting costs.

The following table reconciles net income to Adjusted Net Income:

	Three Months Ended December 31,						Year Ended December 31,
	2020			2019			2020			2019
Net income (loss)	$	(9,772	)	$	26,780		$	59,073		$	39,745
Amortization of intangibles	6,313			6,313			25,250			25,250
Amortization of debt discount and issuance costs	1,206			964			3,366			3,968
Equity based compensation	1,545			799			4,809			799
Contingent consideration	10,433			462			26,441			640
ERP implementation costs^(a)	—			649			1,946			2,874
Legal expense^(b)	169			675			1,068			3,915
Other costs^(c)	3,255			38			5,821			2,836
Income tax expense of adjustments^(d)	(2,528		)	(1,998		)	(8,755		)	(8,984		)
Non-recurring income tax adjustments related to the IRS settlement and CARES Act	—			—			(6,608		)	9,284
Adjusted Net Income	$	10,621		$	34,682		$	112,411		$	80,327

^(a) Represents consulting costs associated with our enterprise resource planning system implementation.

^(b) Represents certain legal fees and other related costs associated with (i) a patent infringement action against a competitor for which a judgement has been entered in our favor and successful defense of a related matter and (ii) a pending action against a competitor in connection with violation of a non-competition agreement and misappropriation of trade secrets. We consider these costs not representative of legal costs that we will incur from time to time in the ordinary course of our business.

^(c) For the three months ended December 31, 2020, other costs represent (i) certain costs associated with our initial public offering and follow on offering of $3.2 million and, (ii) costs associated with our initial Board of Directors search for $0.1 million. For the three months ended December 31, 2019, other costs represent consulting fees for certain accounting, finance and IT services. For the year ended December 31, 2020, other costs represent (i) certain costs associated with our initial public offering and follow on offering of $3.5 million, (ii) $2.2 million to the former majority shareholder in connection with tax benefits received as part of the CARES act. This $2.2 million is reflected in the “Other Expense” line in Adjusted EBITDA. and (iii) costs associated with our initial Board of Directors search for $0.1 million. For the year ended December 31, 2019, other costs represent (i) consulting fees for certain accounting, finance and IT services of $2.6 million and (ii) $0.2 million for the executive consulting costs.

^(d) Represents the estimated tax impact of all Adjusted Net Income add-backs, excluding those which represent permanent differences between book versus tax.

March 9, 2021 4:04 pm

Curaleaf to Enter European Cannabis Market with Acquisition of EMMAC Life Sciences Limited – Europe’s Leading Independent Cannabis Company

EMMAC Brings the Largest Vertically Integrated Independent Cannabis Company in Europe with a Presence in Key European Medical Cannabis Markets, Including the United Kingdom, Germany, Italy, Spain, and Portugal

With the European Population of Nearly 748 Million(1), the Potential Addressable Market is More than Twice the Size of U.S. Market

PR Newswire

WAKEFIELD, Mass., March 9, 2021 /PRNewswire/ — Curaleaf Holdings, Inc. (CSE: CURA) (OTCQX: CURLF) (“Curaleaf” or the “Company”), a leading U.S. provider of consumer products in cannabis, today announced that it has signed a definitive agreement to acquire EMMAC Life Sciences Limited (“EMMAC”), the largest vertically integrated independent cannabis company in Europe for base consideration of approximately US$286 million to be paid 85% in Curaleaf subordinate voting shares and 15% in cash. Contingent consideration of up to US$57 million will be paid in Curaleaf subordinate voting shares and cash in the same ratio based upon the successful achievement of performance milestones. The proposed transaction provides Curaleaf with a developed platform for entry into the European cannabis market.

As Europe’s largest vertically integrated independent cannabis company, EMMAC’s platform brings cultivation, EU-GMP processing, distribution, and R&D operations across several key European medical cannabis markets, including the United Kingdom, Germany, Italy, Spain and Portugal. EMMAC also has an operational presence and partnerships in European Union countries that are enacting new medical cannabis access programs. EMMAC’s Portugal based cultivation facility is an industry leader in cannabis flower production cost.

Boris Jordan, Curaleaf Executive Chairman, stated, “Curaleaf’s acquisition of EMMAC, announced today, provides an advanced base to reach scale within the nascent European cannabis market and transform Curaleaf into a truly international cannabis consumer packaged goods company. The consumer and political liberalization trends around cannabis that are sweeping the U.S. are also increasingly taking hold in Europe. Curaleaf will seek to leverage our branded cannabis consumer packaged goods strategy across Europe, a market which provides for cross-border cannabis distribution. The European cannabis market has the potential to exceed the U.S. cannabis market over the long-term and will help fuel our growth for years to come.”

Joseph Bayern, Curaleaf CEO, commented, “Today marks a milestone moment as Curaleaf will immediately become the U.S. multi-state operator with the largest European footprint. Our acquisition of EMMAC will provide a strong platform for the future introduction of our Curaleaf and Select brands into the European market, all leveraging our science, R&D, formulated product and form factor innovations, as well as vast consumer insights that we have built through our leadership position in the U.S. Based on consumption habits we have seen in the U.S., we believe that over time Europe could grow to in excess of a US$120 billion² total addressable market opportunity.”

EMMAC’s best-in-class management team brings extensive experience leading and delivering in highly regulated industries. Following the successful completion of the proposed transaction, the EMMAC management team will continue to lead Curaleaf’s new European presence, driving local European strategy and day-to-day operations under the leadership of Antonio Costanzo, Chief Executive Officer of EMMAC.

Antonio Costanzo, Chief Executive Officer of EMMAC, said “Curaleaf’s acquisition of EMMAC is not only a significant milestone for EMMAC, but for the European cannabis market as a whole. As part of Curaleaf, a well-capitalized leader of the U.S. cannabis market, EMMAC is poised to exploit the rapid pace of growth of the European market, driven by regulatory change and the increasing demand for access to premium quality cannabis products. The combination of Curaleaf and EMMAC creates a global platform to address these large new opportunities across Europe. With EMMAC’s science-led approach, wealth of local market experience, as well as our network of supply and distribution partnerships throughout Europe, we are now uniquely positioned to reinforce our place as one of Europe’s leaders in the production and supply of medical cannabis, wellness CBD, hemp and other derivative products.”

Terra Verde, EMMAC’s European market cultivation facility in Portugal is one of the oldest licensed cannabis growing facilities in Europe with approximately 2 hectares of cultivation area. It provides EMMAC with the potential to serve customers across key European medical cannabis country markets as well as supporting exports internationally to countries such as Israel, among others. EMMAC plans to significantly increase its cultivation capacity in 2021, and to exceed 10 tons per year by 2022, in order to accommodate future growth related to the expansion of access to cannabis across the major European medical and adult-use, as well as export markets.

The proposed transaction constitutes a “related party transaction” within the meaning of Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (“MI 61-101”) as a result of Measure 8 Ventures, LP an investment fund managed by Mr. Boris Jordan, the Executive Chairman of the board of directors and control person of Curaleaf, having an interest in the proposed transaction by way of a profit interest and a convertible debt instrument which will convert into shares of EMMAC representing 8% of EMMAC equity at closing of the proposed transaction. Mr. Jordan owns a minority interest in Measure 8 Ventures, LP. Curaleaf intends to rely upon the exemptions provided under Sections 5.5(b) of MI 61-101 – Issuer Not Listed on Specified Markets and 5.7(1)(a) of MI 61-101 – Fair Market Value Not More the 25% of Market Capitalization from the requirements that Curaleaf obtain a formal valuation of the proposed transaction and that the proposed transaction receive the approval of the minority shareholders of Curaleaf.

The terms of the proposed transaction were negotiated by management and advisors under guidance of, and unanimously recommended for approval by, a committee composed of members of the board of directors of Curaleaf free from any conflict of interest with respect to the proposed transaction (the “Special Committee”), all of which are independent members of the board of directors within the meaning of National Instrument 52-110 – Audit Committees. The Special Committee has received a fairness opinion from Eight Capital (“Eight Capital”) to the effect that, in its opinion, and based upon and subject to the assumptions, limitations and qualifications set forth therein, the consideration to be paid by Curaleaf as part of the proposed transaction is fair from a financial point of view, to Curaleaf. The fee paid to Eight Capital in connection with the delivery of its fairness opinion is not contingent on the successful implementation of the proposed transaction.

Transaction Terms & Approvals

Curaleaf will acquire EMMAC for base consideration of £0.50 per share of EMMAC, comprised of approximately GBP£35 million in cash (equivalent to approximately US$50 million in cash), approximately 16,797,963 million subordinate voting shares of Curaleaf (based on the exchange ratio of Curaleaf subordinate voting shares for each EMMAC share agreed by the parties). At yesterday’s Curaleaf closing share price of US$14.12 on the CSE, the total base consideration in Curaleaf subordinate voting shares and cash is valued at US$286 million. An additional US$57 million³ consideration will be paid subject to performance-based earn-outs. Post-transaction, the former shareholders of EMMAC will have approximately 3% pro forma ownership of Curaleaf on a fully-diluted basis, before factoring in the performance-based earn-outs. The Curaleaf share consideration will be subject to a statutory four-month hold period as well as a lock-up agreement with each recipient restricting trading of the share received, with release of 5% from such restrictions at the end of each calendar quarter following the closing. The proposed transaction is expected to close early in the second quarter of 2021, subject to customary closing conditions and regulatory approval. The transaction has been unanimously approved by the boards of directors of both EMMAC and Curaleaf, with Mr. Boris Jordan abstaining from the voting.

Transaction Advisors

Stikeman Elliott LLP and Memery Crystal LLP acted as legal advisors to Curaleaf. Eight Capital acted as financial advisor and provided a fairness opinion to the Special Committee. Canaccord Genuity Group acted as financial advisor and provided a fairness opinion to EMMAC, and Norton Rose Fulbright acted as legal advisor to EMMAC. EMMAC’s European legal team was led by Hill Dickinson LLP in the United Kingdom.

About EMMAC Life Sciences Limited

EMMAC Life Sciences Limited (EMMAC) is the largest vertically integrated independent cannabis company in Europe, bringing together pioneering science and research with cutting-edge cultivation, extraction and production. With a unique supply and distribution network throughout Europe, EMMAC’s vision is to bring the life-enhancing potential of cannabis to the people who need it. For more information please visit www.emmac.com.

About Curaleaf Holdings

Curaleaf Holdings, Inc. (CSE: CURA) (OTCQX: CURLF) (Curaleaf) is a leading U.S. provider of consumer products in cannabis, with a mission to improve lives by providing clarity around cannabis and confidence around consumption. As a vertically integrated, high-growth cannabis operator known for quality, expertise and reliability, the Company and its brands, including Curaleaf, Select and Grassroots, provide industry-leading service, product selection and accessibility across the medical and adult-use markets. Curaleaf currently operates in 23 states with 101 dispensaries, 23 cultivation sites and over 30 processing sites, and employs over 3,800 team members across the United States. Curaleaf is listed on the Canadian Securities Exchange under the symbol CURA and trades on the OTCQX market under the symbol CURLF. For more information please visit www.curaleaf.com.

Forward-Looking Statements

This news release contains forward–looking statements and forward–looking information within the meaning of applicable securities laws which include, but are not limited to, the expected date for the completion of the transaction described above, the anticipated benefits of the transaction described above, the expected market size for cannabis in Europe and the expected penetration of Curaleaf’s products in Europe, the expected expansion of Curaleaf’s international footprint,. These statements relate to future events or future performance. All statements other than statements of historical fact may be forward-looking statements or information. Generally, forward-looking statements and information may be identified by the use of forward-looking terminology such as “plans”, “expects” or, “proposed”, “is expected”, “intends”, “anticipates”, or “believes”, or variations of such words and phrases, or by the use of words or phrases which state that certain actions, events or results may, could, would, or might occur or be achieved. More particularly and without limitation, this news release contains forward-looking statements and information concerning the proposed acquisition of EMMAC Life Sciences Limited. Such forward-looking statements and information reflect management’s current beliefs and are based on assumptions made by and information currently available to the Company with respect to the matter described in this new release. These assumptions include, but are not limited to, the ability of Curaleaf to complete the transaction described above, to successfully integrate the business of EMMAC and to realize the anticipated benefits to Curaleaf of the transaction described above, the ability of Curaleaf to increase the cultivation activity of Terra Verde, Curaleaf’s ability to serve customers in various European markets, the assumption that the cannabis consumption habits in European markets will replicate the cannabis consumption habits in the US and the assumption that demand for cannabis products in Europe will continue to grow, the assumption that Curaleaf, EMMAC and its subsidiaries will obtain, maintain and renew the licenses required for them to operate their business in the various European jurisdictions in which EMMAC and its subsidiaries operate. Forward-looking statements involve risks and uncertainties, which are based on current expectations as of the date of this release and subject to known and unknown risks and uncertainties that could cause actual results to differ materially from those expressed or implied by such statements. Such risks and other factors may include, but are not limited to: general business, economic, political and social uncertainties; general capital market conditions and market prices for securities; the failure of Curaleaf to complete the transaction described above; the risk that Curaleaf may not be able to successfully integrate the business of EMMAC and their respective corporate cultures; the risk that the benefits of the transaction anticipated by Curaleaf may not materialize; delay or failure to receive applicable corporate or regulatory approvals; competition and changes in legislation affecting Curaleaf or EMMAC; the inability of Curaleaf, EMMAC and its subsidiaries obtain, maintain and renew the licenses required for them to operate their business in the various European jurisdictions in which EMMAC and its subsidiaries operate; potential importation or exportation restrictions prohibiting EMMAC or its subsidiaries to export its products in other jurisdictions. Additional information about these assumptions and risks and uncertainties is contained under “Risk Factors and Uncertainties” in the Company’s latest annual information form filed September 25, 2020, which is available under the Company’s SEDAR profile at www.sedar.com, and in other filings that the Company has made and may make with applicable securities authorities in the future. Forward-looking statements contained herein are made only as to the date of this press release and we undertake no obligation to update or revise any forward-looking statements whether as a result of new information, future events or otherwise, except as required by law. We caution investors not to place considerable reliance on the forward-looking statements contained in this news release. The Canadian Securities Exchange has not reviewed, approved or disapproved the content of this news release.

Curaleaf Contacts:
Investor Relations
[email protected]

Media Relations
Tracy Brady, VP Corporate Communications
[email protected]

EMMAC Contact:

Media Relations – Buchanan
[email protected]
Tel: +44 (0) 20 7466 5000

¹
European market population based on United Nations 2020 estimate for European continent.

²

Total European addressable market based on usage rates and spend estimates from U.S. Data from Cowen October 2020 research report.

³

US$10 million in cash and US$47 million to be paid through the issuance of subordinated voting shares of Curaleaf. The performance-based earn-outs consist of four separate milestones related to revenue in the United Kingdom and Germany, recreational sales in the European Union, and volume targets in Portugal.

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SOURCE Curaleaf Holdings, Inc.

March 9, 2021 4:04 pm

The Bank of Princeton Announces Stock Repurchase Program

PR Newswire

PRINCETON, N.J., March 9, 2021 /PRNewswire/ — The Board of Directors of The Bank of Princeton (the “Bank”) (NASDAQ: BPRN) today announced that it has adopted a stock repurchase program to commence on the later of April 1, 2021 or the date approval of such program is received from the New Jersey Department of Banking and Insurance. Under the stock repurchase program, management is authorized to repurchase up to 5% of the Bank’s outstanding shares of common stock, with a total cost not to exceed $10.4 million. As of today, the Bank had 6,795,779 shares of common stock outstanding and five percent of such amount would be 339,788 shares. The stock repurchase program does not obligate the Bank to acquire any particular amount of common stock, and it may be limited, suspended or terminated at any time without prior notice. This program has been approved by the FDIC.

President/CEO Edward Dietzler stated that, “With our current stock price trading below our book value per share, our planned stock repurchase program reflects our Board’s efforts to maximize shareholder value by enhancing future periods’ earnings-per-share and return-on-equity without any dilution.” Chairman Richard Gillespie added, “We are hopeful that the benefits from our stock repurchase plan will increase the liquidity of the Bank’s common stock, which will benefit all of our shareholders. In addition, after giving effect to this repurchase, the Bank will remain well capitalized, which was an essential requirement for us to move forward with this plan.”

Under the stock repurchase program, the Bank may repurchase shares of common stock from time to time in open market transactions or in privately negotiated transactions as permitted under applicable rules and regulations. Open market repurchases will be conducted in accordance with the limitations set forth in Rule 10b-18 under the Securities Exchange Act of 1934 (the “Exchange Act”), and applicable legal requirements. The timing, volume and nature of such purchases will be determined at the sole discretion of the Bank’s management at prices the Bank considers attractive and in the best interests of the Bank, subject to the availability of stock, general market conditions, trading price, alternate uses for capital, the Bank’s financial performance, and applicable securities laws. No assurance can be given that any particular amount of common stock will be repurchased. All or some portion of the repurchases will be made pursuant to trading plans under Rule 10b5-1 under the Exchange Act, which will permit shares to be repurchased when the Bank might otherwise be precluded from doing so because of self-imposed trading blackout periods or other regulatory restrictions. This repurchase program may be modified, extended or terminated by the Board of Directors at any time.

About The Bank of Princeton

The Bank of Princeton is a community bank founded in 2007. The Bank is a New Jersey state-chartered commercial bank with 20 branches in New Jersey, including four in Princeton and others in Bordentown, Browns Mills, Chesterfield, Cream Ridge, Deptford, Hamilton, Lakewood, Lambertville, Lawrenceville, Monroe, New Brunswick, Pennington, Piscataway, Princeton Junction, Quakerbridge and Sicklerville. There are also four branches in the Philadelphia, Pennsylvania area. The Bank of Princeton is a member of the Federal Deposit Insurance Corporation (“FDIC”).

Forward-Looking Statements

The Bank of Princeton may from time to time make written or oral “forward-looking statements,” including statements contained in the Bank’s filings with the FDIC, in its reports to stockholders and in other communications by the Bank (including this press release), which are made in good faith by the Bank pursuant to the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995 and Section 21E of the Securities Exchange Act of 1934, as amended.

These forward-looking statements involve risks and uncertainties, such as statements of the Bank’s plans, objectives, expectations, estimates and intentions that are subject to change based on various important factors (some of which are beyond the Bank’s control). The following factors, among others, could cause the Bank’s financial performance to differ materially from the plans, objectives, expectations, estimates and intentions expressed in such forward-looking statements: the extent of the adverse impact of the current global coronavirus outbreak on our customers, prospects and business, as well as the impact of any future pandemics or other natural disasters; civil unrest, rioting, acts or threats of terrorism, or actions taken by the local, state and Federal governments in response to such events, which could impact business and economic conditions in our market area, the strength of the United States economy in general and the strength of the local economies in which the Bank conducts operations; the effects of, and changes in, trade, monetary and fiscal policies and laws, including interest rate policies of the Board of Governors of the Federal Reserve System; inflation, interest rate, market and monetary fluctuations; market volatility; the value of the Bank’s products and services as perceived by actual and prospective customers, including the features, pricing and quality compared to competitors’ products and services; the willingness of customers to substitute competitors’ products and services for the Bank’s products and services; credit risk associated with the Bank’s lending activities; risks relating to the real estate market and the Bank’s real estate collateral; the impact of changes in applicable laws and regulations and requirements arising out of our supervision by banking regulators; other regulatory requirements applicable to the Bank; technological changes; acquisitions; changes in consumer spending and saving habits; those risks set forth in the Bank’s Annual Report on Form 10-K for the year ended December 31, 2019 under the heading “Risk Factors,” as modified in the Bank’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2020 and the success of the Bank at managing the risks involved in the foregoing.

The Bank cautions that the foregoing list of important factors is not exclusive. The Bank does not undertake to update any forward-looking statement, whether written or oral, that may be made from time to time by or on behalf of the Bank, except as required by applicable law or regulation.

Contact George Rapp

609.454.0718

[email protected]

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SOURCE The Bank of Princeton

March 9, 2021 4:04 pm

American Public Education Reports Strong Fourth Quarter and Full Year 2020 Results

Enrollment Momentum Continued for a Fifth Consecutive Quarter at APUS; Record Enrollment at Hondros College of Nursing

PR Newswire

CHARLES TOWN, W.Va., March 9, 2021 /PRNewswire/ — American Public Education, Inc. (Nasdaq: APEI) – parent company of online learning provider American Public University System (APUS) and on-ground pre-licensure Hondros College of Nursing (HCN) – announced financial results for the fourth quarter and full year ended December 31, 2020 that reflect continued momentum in enrollment growth across both institutions.

Fourth Quarter & Recent Highlights:

Consolidated revenue increased 15.4% year-over-year to $85.9 million
Net income increased 25% year-over-year to $7.1 million, or $0.47 per share
Adjusted EBITDA increased 18% year-over-year to $15.8 million
Net course registrations by new students at APUS increased 17% and total net course registrations increased 11% year-over-year to 88,400 – the fifth consecutive quarter of year-over-year growth
New student enrollment at HCN increased 34% and total student enrollment increased 34% year-over-year to 2,139 – the highest in school history
On March 1, 2021, APEI closed its previously announced underwritten public offering of 3,680,000 shares for net proceeds of approximately $86.4 million

Full Year Highlights:

Consolidated revenue increased 12.4% year-over-year to $321.8 million
Net income increased 88% year-over-year to $18.8 million, or $1.25 per diluted share
Adjusted EBITDA increased 9.1% year-over-year to $50.6 million
On October 28, 2020, APEI announced plans to acquire regionally accredited Rasmussen University– which would make APEI the #1 educator of pre–licensure ADN (RN) and PN (LPN) nurses
APUS successfully completed its online campus modernization by converting its courses to a new more robust cloud solution

Angela Selden, APEI’s Chief Executive Officer said, “Our successful efforts to bring our value proposition to a wider audience have contributed to five consecutive quarters of net course registration growth at APUS and record enrollment at Hondros.”

“By creating affordable pathways to support employment and career advancement, APEI aims to help learners of all backgrounds maximize their HEROI™, Higher Education Return on Investment. We believe this focus, combined with our ongoing enterprise transformation, market leadership and increased scale, will drive sustainable growth and operating leverage, as well as help us maintain an attractive regulatory profile,” added Selden.

Financial Results:

Total consolidated revenue for the fourth quarter of 2020 increased by 15.4% to $85.9 million, compared to total revenue of $74.4 million in the fourth quarter of 2019. The increase was driven by a $9.0 million, or 13.5%, increase in APEI Segment revenue and a $2.5 million, or 31.8%, increase in HCN Segment revenue resulting from increases in student enrollment.

Consolidated income from operations before interest income and income taxes in the fourth quarter of 2020 increased 12.8% to $9.7 million, compared to $8.6 million in the prior year period. APEI Segment income from operations before interest income and income taxes decreased to $8.5 million, compared to $9.2 million in the prior year period. APEI Segment expenses include $1.2 million in professional fees associated with strategic growth opportunities, including the Rasmussen University acquisition. HCN Segment income from operations before interest income and income taxes was $1.2 million during the three months ended December 31, 2020, compared to a loss of $0.6 million in the same period in 2019.

GAAP net income for the three months ended December 31, 2020 was $7.1 million, or $0.47 per diluted share, compared to net income of $5.7 million, or $0.37 per diluted share, in the same period of 2019. Adjusted EBITDA for the three months ended December 31, 2020 was $15.8 million, compared to $13.4 million in the prior year period. The weighted average diluted shares outstanding for the fourth quarter of 2020 and 2019 were approximately 15.1 million and 15.6 million, respectively.

For the twelve months ended December 31, 2020, total consolidated revenue increased by 12.4% to $321.8 million, compared to total revenue of $286.3 million in the prior year period. The increase was driven by a $28.9 million, or 11.2%, increase in APEI Segment revenue and a $6.6 million, or 22.4%, increase in HCN Segment revenue, both resulting from increases in student enrollment.

Consolidated income from operations before interest income and income taxes for the twelve months ended December 31, 2020 was $24.8 million, compared to $12.8 million in the prior year period. This increase was primarily driven by $11.5 million increase in HCN Segment income from operations before interest income and income taxes. APEI Segment income from operations before interest income and income taxes increased $0.5 million, or 2.2%, compared to the prior year.

In 2020, costs and expenses include the following items on a pretax basis: a $10.4 million increase in advertising costs in our APEI and HCN Segments; $5.6 million in information technology costs related to the evaluation and investment in replacements and upgrades to our information technology systems, including replacements of our learning management and customer relationship management systems, and to inform the scope and duration of our larger overall information technology transformation program in our APEI Segment; and $5.0 million in professional fees associated with strategic growth opportunities, including the Rasmussen Acquisition in our APEI Segment. In 2019, costs and expenses include the following on a pretax basis: approximately $2.8 million in pretax employee compensation costs for post-employment benefits payable to the former APUS President upon his retirement; a non-cash impairment of goodwill of $7.3 million in our HCN segment; a $3.5 million increase in advertising costs in our APEI and HCN Segments; and $2.1 million in information technology costs related to the evaluation and investment in replacements and upgrades to our information technology systems.

GAAP net income for the twelve months ended December 31, 2020 was $18.8 million, or $1.25 per diluted share, compared to net income of $10.0 million, or $0.62 per diluted share, in the prior year period. Adjusted EBITDA for the twelve months ended December 31, 2020 was $50.6 million, compared to $46.4 million in the prior year period. The weighted average diluted shares outstanding for the twelve months ended December 31, 2020 and 2019 were approximately 15.0 million and 16.3 million, respectively.

Total cash and cash equivalents as of December 31, 2020 were approximately $227.7 million, compared to $202.7 million as of December 31, 2019. Capital expenditures were approximately $4.9 million for the twelve months ended December 31, 2020, compared to $7.3 million in the prior year period. Depreciation and amortization expense was $13.0 million for the twelve months ended December 31, 2020, compared to $15.6 million in the prior year period.

Registrations and Enrollment:

American Public University System ¹
For the three months ended December 31,	2020	2019	% Change
Net Course Registrations by New Students	11,600	9,900	17%
Net Course Registrations	88,400	79,800	11%

For the twelve months ended December 31,
Net Course Registrations by New Students	47,400	40,200	18%
Net Course Registrations	353,100	316,700	11%

As of December 31,
APUS Student Enrollment^2,3	90,400	81,000	12%

Hondros College of Nursing ⁴
For the three months ended December 31,	2020	2019	% Change
New Student Enrollment	710	530	34%
Total Student Enrollment	2,140	1,600	34%

¹ APUS Net Course Registrations represents the approximate aggregate number of courses for which students remain enrolled after the date by which they may drop a course without financial penalty.
²APUS Student Enrollment represents the number of unique active students, including those who are currently on an approved leave of absence, who are currently in class or have completed a course within the past 12 months. Excludes students in doctoral programs.
³ APUS Student Enrollment as of December 31, 2020, includes 1,900 students whose last 8-week course started October 7, 2019 ended in early December 2019. In the fourth quarter of 2020, year-over-year enrollment growth would have been approximately 9% absent this factor.
⁴ HCN Student Enrollment represents the approximate number of students enrolled in a course after the date by which students may drop a course without financial penalty.

Rasmussen University Transaction:

On October 28, 2020, APEI announced plans to acquire regionally accredited Rasmussen University, the largest educator of ADN nurses. Post-acquisition, APEI expects to have revenue of approximately $600 million on an annual pro forma basis¹ and to become the #1 educator of pre-licensure nurses (ADN/RN and PN/LPN) with over 10,000 nursing students. The pending acquisition is expected to close by the middle of the third quarter 2021, subject to closing conditions that include review by the Department of Education, approval by the Higher Learning Commission and approval of or notices to other regulatory and accrediting bodies.

¹
Annual pro forma revenue
determined as if the transaction had closed on January 1, 2021.

First Quarter 2021 Outlook:

The following statements are based on APEI’s current expectations. These statements are forward-looking and actual results may differ materially. APEI undertakes no obligation to update publicly any forward-looking statements for any reason unless required by law.

APEI anticipates first quarter 2021 consolidated revenue to increase approximately 18%, compared to the prior year period.
Net income is expected to be between $6.4 and $7.3 million or between $0.39 and $0.44 per diluted share.
Adjusted EBITDA is anticipated to be between $13.8 and $14.7 million.

American Public Education expects the following results from its subsidiaries in the first quarter of 2021:

At APUS, net course registrations by new students are expected increase by approximately 13% and net course registrations are expected to increase by approximately 9% compared to the prior year period.
At HCN, new and total student enrollment increased approximately 45% year-over-year for the three months ended March 31, 2021.

Non-GAAP Financial Measures:

This press release contains the non-GAAP financial measures of EBITDA (earnings before interest, taxes, depreciation and amortization) and Adjusted EBITDA (EBITDA less non-cash expenses such as stock compensation and non-recurring expenses). APEI believes that the use of these measures is useful because it allows investors to better evaluate APEI’s cash generation capabilities.

For the three and twelve months ended December 31, 2019 and 2020, adjusted EBITDA excludes non-cash compensation expense, loss on disposals of long-lived assets, goodwill impairment, compensation expense adjustment, and M&A-related professional fees.

These non-GAAP measures should not be considered in isolation or as an alternative to measures determined in accordance with generally accepted accounting principles in the United States (GAAP). The principal limitation of adjusted EBITDA is that it excludes expenses that are required by GAAP to be recorded. In addition, non-GAAP measures are subject to inherent limitations as they reflect the exercise of judgment by management about which expenses are excluded.

APEI is presenting EBITDA and adjusted EBITDA in connection with its GAAP results and urges investors to review the reconciliation of EBITDA and adjusted EBITDA to the comparable GAAP financial measures that is included in the tables following this press release (under the caption “GAAP Net Income to Adjusted EBITDA” and “GAAP Outlook Net Income to Outlook Adjusted EBITDA”) and not to rely on any single financial measure to evaluate its business.

Webcast:
A live webcast of the APEI’s fourth quarter 2020 earnings conference call will be held today at 5:00 p.m. Eastern time. This webcast will be open to listeners who log in through the APEI’s investor relations website, www.apei.com.

A replay of the live webcast will also be available starting approximately one hour after the conclusion of the live webcast. The replay will be archived and available to listeners through APEI’s investor relations website for one year.

About American Public Education

American Public Education, Inc

. (Nasdaq: APEI is a leading provider of higher learning dedicated to preparing students all over the world for excellence in service, leadership and achievement. APEI offers respected, innovative and affordable academic programs and services to students, universities and partner organizations through wholly owned subsidiaries: American Public University System and National Education Seminars Inc., which we refer to in this press release as Hondros College of Nursing. Together, these institutions serve more than 90,000 adult learners worldwide and offer more than 240 degree and certificate programs in fields ranging from homeland security, military studies, intelligence, and criminal justice to technology, business administration, public health, nursing and liberal arts. For additional information, please visit www.apei.com.

Forward Looking Statements
Statements made in this press release regarding APEI or its subsidiaries that are not historical facts are forward-looking statements based on current expectations, assumptions, estimates and projections about APEI and the industry. Forward-looking statements can be identified by words such as “anticipate,” “believe,” “seek,” “could,” “estimate,” “expect,” “intend,” “may,” “plan,” “should,” “will” and “would.” These forward-looking statements include, without limitation, statements regarding benefits of the acquisition of Rasmussen University (the “Acquisition”), the timing of the closing of the Acquisition, expected growth, expected registration and enrollments, expected revenues, expected earnings, income and EBITDA, expected financial results for Rasmussen University, expected capital structure, the ability to deliver a return on learners’ educational investment, the ability to maintain an attractive risk profile, and plans with respect to recent, current and future initiatives.

Forward-looking statements are subject to risks and uncertainties that could cause actual results to differ materially from those expressed or implied by such statements. Such risks and uncertainties include, among others, risks related to: the effects of and APEI’s response to the COVID-19 pandemic; risks related to the Acquisition, including the satisfaction of closing conditions related to the Acquisition; APEI’s ability to obtain financing to fund the Acquisition; and other events that could impact the Acquisition and its closing; APEI’s dependence on the effectiveness of its ability to attract students who persist in its institutions’ programs; APEI’s ability to effectively market its institutions’ programs; adverse effects of changes APEI makes to improve the student experience and enhance the ability to identify and enroll students who are likely to succeed; APEI’s ability to maintain strong relationships with the military and maintain course registrations and enrollments from military students; APEI’s ability to comply with regulatory and accrediting agency requirements and to maintain institutional accreditation; APEI’s reliance on Department of Defense tuition assistance, Title IV programs, and other sources of financial aid; APEI’s dependence on its technology infrastructure; strong competition in the postsecondary education market and from non-traditional offerings; and the various risks described in the “Risk Factors” section and elsewhere in APEI’s Annual Report on Form 10-K for the year ended December 31, 2020 and other filings with the SEC. You should not place undue reliance on any forward-looking statements. APEI undertakes no obligation to update publicly any forward-looking statements for any reason, unless required by law, even if new information becomes available or other events occur in the future.

Contacts:

Richard W. Sunderland, Jr., CPA
Executive Vice President and Chief Financial Officer
304.885.5371

Christopher L. Symanoskie, IRC
Vice President, Investor Relations
703.334.3880

American Public Education, Inc.
Consolidated Statement of Income
(In thousands, except per share data)

	Three Months Ended
	December 31,
	2020		2019
	(audited)

Revenues	$	85,909	$	74,381
Costs and expenses:
Instructional costs and services		31,103		28,008
Selling and promotional		19,224		15,021
General and administrative		22,729		18,873
Loss on disposals of long-lived assets		109		32
Impairment of goodwill		—		—
Depreciation and amortization		3,029		3,838
Total costs and expenses		76,194		65,772

Income from operations before
interest income and income taxes		9,715		8,609
Interest income, net		90		701
Income before income taxes		9,805		9,310

Income tax expense		2,729		3,591
Equity investment (loss) income		(5)		—
Net income	$	7,071	$	5,719

Net income per common share:
Basic	$	0.48	$	0.37
Diluted	$	0.47	$	0.37

Weighted average number of
common shares:
Basic		14,863		15,379
Diluted		15,084		15,563


	Three Months Ended
Segment Information:	December 31,
	2020		2019
Revenues:
American Public Education, Inc.	$	75,515	$	66,513
Hondros College of Nursing	$	10,409	$	7,895
Intersegment Elimination¹	$	(15)	$	(27)
Income (loss) from operations before
interest income and income taxes:
American Public Education, Inc.	$	8,539	$	9,164
Hondros College of Nursing	$	1,177	$	(554)
Intersegment Elimination¹	$	(1)	$	(1)


	Twelve Months Ended
	December 31,
	2020		2019
	(audited)

Revenues	$	321,785	$	286,270
Costs and expenses:
Instructional costs and services		122,161		111,916
Selling and promotional		72,989		60,028
General and administrative		88,043		78,082
Loss on disposals of long-lived assets		851		556
Impairment of Goodwill		—		7,336
Depreciation and amortization		12,984		15,596
Total costs and expenses		297,028		273,514

Income from operations before
interest income and income taxes		24,757		12,756
Interest income, net		1,092		3,908
Income before income taxes		25,849		16,664

Income tax expense		7,020		5,187
Equity investment (loss) income		(7)		(1,464)
Net income	$	18,822	$	10,013

Net income per common share:
Basic	$	1.27	$	0.62
Diluted	$	1.25	$	0.62

Weighted average number of
common shares:
Basic		14,876		16,094
Diluted		15,047		16,255


	Twelve Months Ended
Segment Information:	December 31,
	2020		2019
Revenues:
American Public Education, Inc.	$	285,766	$	256,899
Hondros College of Nursing	$	36,091	$	29,479
Intersegment Elimination¹	$	(72)	$	(108)
Income (loss) from operations before
interest income and income taxes:
American Public Education, Inc.	$	24,034	$	23,522
Hondros College of Nursing	$	722	$	(10,768)
Intersegment Elimination¹	$	1	$	2

1.The APEI Segment charges the HCN Segment for the value of courses taken by HCN Segment employees at APUS. The intersegment elimination represents the elimination of this intersegment revenue in consolidation.


GAAP Net Income to Adjusted EBITDA:
The following table sets forth the reconciliation of the Company’s reported GAAP net income to the calculation of adjusted EBITDA for the three and twelve months ended December 31, 2020 and 2019:


	Three Months Ended December 31,				Twelve Months Ended December 31,
	Three Months Ended December 31,				Twelve Months Ended December 31,
(in thousands, except per share data)	2020		2019		2020		2019
Net income	$	7,071	$	5,719	$	18,822	$	10,013
Income tax expense		2,729		3,591		7,020		5,187
Interest income		(90)		(701)		(1,092)		(3,908)
Equity investment loss (income)		5		—		7		1,464
Depreciation and amortization		3,029		3,838		12,984		15,596
EBITDA		12,744		12,447		37,741		28,352

Stock Compensation		1,810		929		7,075		5,960
Loss on disposals of long-lived assets		109		32		851		556
Goodwill impairment		—		—		—		7,336
Compensation expense adjustment		—		—		—		2,814
M&A- related professional fees		1,153		17		4,956		1,374
Adjusted EBITDA	$	15,816	$	13,425	$	50,623	$	46,392


GAAP Outlook Net Income to Outlook Adjusted EBITDA:
The following table sets forth the reconciliation of the Company’s outlook GAAP net income to the calculation of outlook adjusted EBITDA for the three a months ended March 31, 2021:

	Three Months Ended March 31, 2021
	Three Months Ended March 31, 2021
(in thousands, except per share data)	Low		High
Net income	$	6,350	$	7,250
Income tax expense		2,600		2,575
Interest income		(40)		(40)
Equity investment loss (income)		—		—
Depreciation and amortization		2,300		2,300
EBITDA		11,210		12,085

Stock compensation		2,250		2,250
Integration expenses		400		400
Adjusted EBITDA	$	13,860	$	14,735

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SOURCE American Public Education, Inc.

March 9, 2021 4:04 pm

Neurocrine Biosciences to Present at the Oppenheimer 31st Annual Healthcare Conference

PR Newswire

SAN DIEGO, March 9, 2021 /PRNewswire/ — Neurocrine Biosciences, Inc. (Nasdaq: NBIX) will present at the Oppenheimer 31^st Annual Healthcare Conference at 4:30 p.m. Eastern Time on Tuesday Mar. 16, 2021. Matt Abernethy, Chief Financial Officer, will present at the conference.

The live presentation will be webcast and may be accessed on the Company’s website under Investors at www.neurocrine.com. A replay of the presentation will be available on the website approximately one hour after the conclusion of the events and will be archived for approximately one month.

About Neurocrine Biosciences
Neurocrine Biosciences is a neuroscience-focused, biopharmaceutical company dedicated to discovering, developing and delivering life-changing treatments for people with serious, challenging and under-addressed neurological, endocrine and psychiatric disorders. The company’s diverse portfolio includes FDA-approved treatments for tardive dyskinesia, Parkinson’s disease, endometriosis*, uterine fibroids* and clinical programs in multiple therapeutic areas. For nearly three decades, Neurocrine Biosciences has specialized in targeting and interrupting disease-causing mechanisms involving the interconnected pathways of the nervous and endocrine systems. For more information, visit neurocrine.com, and follow the company on LinkedIn. (*in collaboration with AbbVie)

View original content to download multimedia:http://www.prnewswire.com/news-releases/neurocrine-biosciences-to-present-at-the-oppenheimer-31st-annual-healthcare-conference-301243884.html

SOURCE Neurocrine Biosciences, Inc.