Pros Holdings, Inc. Reports First Quarter 2021 Financial Results

Pros Holdings, Inc. Reports First Quarter 2021 Financial Results

HOUSTON–(BUSINESS WIRE)–PROS Holdings, Inc. (NYSE: PRO), a provider of AI-powered solutions that optimize selling in the digital economy, today announced financial results for the first quarter ended March 31, 2021.

“I’m incredibly proud of how our team executed in the first quarter,” stated CEO Andres Reiner. “We exceeded the high end of our guidance range across all metrics and welcomed some amazing new customers to the PROS family. We’re confident in our business and the momentum we’re seeing, and as a result, we’re happy to be able to provide annual guidance once again.”

First Quarter 2021 Financial Highlights

Key financial results for the first quarter 2021 are shown below. Throughout this press release, all dollar figures are in millions, except net loss per share. Unless otherwise noted, all results are on a reported basis and are compared with the prior-year period.

 

GAAP

 

Non-GAAP

 

Q1 2021

 

Q1 2020

 

Change

 

Q1 2021

 

Q1 2020

 

Change

Revenue:

 

 

 

 

 

 

 

 

 

 

 

Total Revenue

$61.4

 

$66.3

 

(7)%

 

n/a

 

n/a

 

n/a

Subscription Revenue

$42.6

 

$43.2

 

(1)%

 

n/a

 

n/a

 

n/a

Subscription and Maintenance Revenue

$52.3

 

$55.7

 

(6)%

 

n/a

 

n/a

 

n/a

Profitability:

 

 

 

 

 

 

 

 

 

 

 

Gross Profit

$34.9

 

$37.6

 

(7)%

 

$36.1

 

$39.1

 

(8)%

Operating Loss

$(20.6)

 

$(21.4)

 

$0.8

 

$(11.6)

 

$(13.1)

 

$1.5

Net Loss

$(22.0)

 

$(22.7)

 

$0.7

 

$(9.7)

 

$(9.8)

 

$0.1

Net Loss Per Share

$(0.50)

 

$(0.53)

 

$0.03

 

$(0.22)

 

$(0.23)

 

$0.01

Adjusted EBITDA

n/a

 

n/a

 

n/a

 

$(9.4)

 

$(11.4)

 

$2.1

Cash:

 

 

 

 

 

 

 

 

 

 

 

Net Cash Used in Operating Activities

$(4.4)

 

$(24.2)

 

$19.7

 

n/a

 

n/a

 

n/a

Free Cash Flow

n/a

 

n/a

 

n/a

 

$(4.6)

 

$(25.5)

 

$20.9

The attached table provides a summary of PROS results for the period, including a reconciliation of GAAP to non-GAAP metrics.

Recent Business Highlights

  • Welcomed new customers that are adopting our digital selling technology such as Dedalus, Deluxe, Florida Water Products, and United Airlines, among others.
  • Designated as one of the 2021 Best Workplaces in Texas by Great Place to Work, in recognition of PROS people first culture and commitment to creating an inclusive environment where employees can bring their authentic selves to work.
  • Named a Microsoft Top 350 U.S. Partner by Redmond Channel Partner, placing PROS in the top 1% of Microsoft partners, continued proof of our successful partnership.
  • Appointed Katrina Klier as Chief Marketing Officer to lead PROS global marketing strategy, responsible for fueling revenue growth by optimizing demand generation, increasing engagement, and amplifying brand visibility.

Financial Outlook

PROS currently anticipates the following based on an estimated 44.3 million basic weighted average shares outstanding for the second quarter of 2021 and a 22% non-GAAP estimated tax rate for the second quarter and a full year 2021.

 

Q2 2021 Guidance

 

v. Q2 2020 at Mid-Point

 

Full Year 2021 Guidance

 

v. Prior Year at Mid-Point

Total Revenue

$61.0 to $62.0

 

(4)%

 

$250.5 to $253.5

 

—%

Subscription Revenue

$43.0 to $43.5

 

2%

 

$176.5 to $179.5

 

4%

ARR

n/a

 

n/a

 

$211.0 to $216.0

 

2%

Non-GAAP Loss Per Share

$(0.23) to $(0.21)

 

$(0.08)

 

n/a

 

n/a

Adjusted EBITDA

$(10.0) to $(9.0)

 

$(3.8)

 

$(36.0) to $(33.0)

 

$(6.9)

Free Cash Flow

n/a

 

n/a

 

$(39.0) to $(35.0)

 

$16.3

Conference Call

In conjunction with this announcement, PROS Holdings, Inc. will host a conference call on Thursday, May 4, 2021, at 4:45 p.m. ET to discuss the Company’s financial results and business outlook. To access this call, dial 1-877-407-9039 (toll-free) or 1-201-689-8470. The live and archived webcasts of this call can be accessed under the “Investor Relations” section of the Company’s website at www.pros.com.

A telephone replay will be available until Tuesday, May 18, 2021, at 1-844-512-2921 (toll-free) or 1-412-317-6671 using the pass code 13718107.

About PROS

PROS Holdings, Inc. (NYSE: PRO) provides AI-powered solutions that optimize selling in the digital economy. PROS solutions make it possible for companies to price, configure and sell their products and services in an omnichannel environment with speed, precision and consistency. Our customers, who are leaders in their markets, benefit from decades of data science expertise infused into our industry solutions. To learn more, visit www.pros.com.

Forward-looking Statements

This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including statements about the business impact and duration of the coronavirus (COVID-19) pandemic; our financial outlook; expectations; ability to achieve future growth and profitability; management’s confidence and optimism; positioning; customer successes; demand for our software solutions; pipeline; business expansion; revenue; subscription revenue; ARR; non-GAAP loss per share; adjusted EBITDA; free cash flow; shares outstanding and effective tax rate. The forward-looking statements contained in this press release are based upon our historical performance and our current plans, estimates and expectations and are not a representation that such plans, estimates or expectations will be achieved. Factors that could cause actual results to differ materially from those described herein include, among others, risks related to: (a) the impact of the COVID-19 pandemic, such as the scope and duration of the outbreak and timeframe for recovery of the travel industry, (b) cybersecurity, (c) increasing business from customers and maintaining subscription renewal rates, (d) managing our growth effectively, (e) disruptions from our third party data center, software, data, and other unrelated service providers, (f) implementing our solutions, (g) cloud operations, (h) intellectual property and third-party software, (i) acquiring and integrating businesses and/or technologies, (j) catastrophic events, (k) operating globally, including economic and commercial disruptions, (l) potential downturns in sales, (m) software innovation, (n) competition, (o) market acceptance of our software innovations, (p) maintaining our corporate culture, (q) personnel risks including loss of any key employees, (r) expanding and training our direct and indirect sales force, (s) evolving data privacy, cyber security and data localization laws, (t) our debt repayment obligations, (u) the timing of revenue recognition and cash flow from operations, (v) migrating customers to our latest cloud solutions, and (w) returning to profitability. Additional information relating to the risks and uncertainties affecting our business is contained in our filings with the SEC. These forward-looking statements represent our expectations as of the date hereof. Subsequent events may cause these expectations to change, and PROS disclaims any obligations to update or alter these forward-looking statements in the future, whether as a result of new information, future events or otherwise.

Non-GAAP Financial Measures

PROS has provided in this release certain non-GAAP financial measures, including non-GAAP gross profit and margin, non-GAAP income (loss) from operations or non-GAAP operating loss, annual recurring revenue, adjusted EBITDA, free cash flow, non-GAAP subscription revenue, non-GAAP tax rate, non-GAAP net income (loss) or non-GAAP net loss, and diluted earnings (loss) per share or non-GAAP net loss per share. PROS uses these non-GAAP financial measures internally in analyzing its financial results and believes they are useful to investors, as a supplement to GAAP measures, in evaluating PROS’ ongoing operational performance and cloud transition. Non-GAAP gross margin can be compared to gross margin which can be calculated from the condensed consolidated statements of income (loss) by dividing gross profit by total revenue. Non-GAAP gross margin is similarly calculated but first adds back to gross profit the portion of certain of the non-GAAP adjustments described below attributable to cost of revenue. Non-GAAP subscription margin can be compared to subscription margin which can be calculated from the condensed consolidated statements of income (loss) by dividing subscription gross profit (subscription revenue minus subscription cost) by subscription revenue. Non-GAAP subscription margin is similarly calculated but first subtracts out from subscription cost the portion of certain of the non-GAAP adjustments described below attributable to cost of subscription. These items and amounts are presented in the Supplemental Schedule of Non-GAAP Financial Measures.

Non-GAAP financial measures should not be considered in isolation from, or as a substitute for, financial information prepared in accordance with GAAP. Investors are encouraged to review the reconciliation of these non-GAAP measures to their most directly comparable GAAP financial measure as detailed above. A reconciliation of GAAP to the non-GAAP financial measures has been provided in the tables included as part of this press release, and can be found, along with other financial information, in the investor relations portion of our website. PROS’ use of non-GAAP financial measures may not be consistent with the presentations by similar companies in PROS’ industry. PROS has also provided in this release certain forward-looking non-GAAP financial measures, including non-GAAP income (loss) from operations, annual recurring revenue, non-GAAP loss per share, adjusted EBITDA, free cash flow, non-GAAP tax rates, and calculated billings (collectively the “non-GAAP financial measures”) as follows:

Non-GAAP income (loss) from operations: Non-GAAP income (loss) from operations excludes the impact of share-based compensation, amortization of acquisition-related intangibles and new headquarters noncash rent expense. Non-GAAP income (loss) from operations excludes the following items from non-GAAP estimates:

  • Share-Based Compensation: Although share-based compensation is an important aspect of compensation for our employees and executives, our share-based compensation expense can vary because of changes in our stock price and market conditions at the time of grant, varying valuation methodologies, and the variety of award types. Since share-based compensation expense can vary for reasons that are generally unrelated to our performance during any particular period, we believe this could make it difficult for investors to compare our current financial results to previous and future periods. Therefore, we believe it is useful to exclude share-based compensation in order to better understand our business performance and allow investors to compare our operating results with peer companies.
  • Amortization of Acquisition-Related Intangibles: We view amortization of acquisition-related intangible assets, such as the amortization of the cost associated with an acquired company’s research and development efforts, trade names, customer lists and customer relationships, as items arising from pre-acquisition activities determined at the time of an acquisition. While these intangible assets are continually evaluated for impairment, amortization of the cost of purchased intangibles is a static expense, one that is not typically affected by operations during any particular period.
  • New Headquarters Noncash Rent Expense: Noncash rent expense is related to our new corporate headquarters and is incurred prior to occupation of this facility. These amounts are unrelated to our core performance during any particular period and we believe this could make it difficult for investors to compare our current financial results to previous and future periods. Therefore, we believe it is useful to exclude the noncash rent expense on the preoccupied new headquarters in order for investors to better understand our business performance and allow investors to compare our operating results with peer companies.

Non-GAAP loss per share: Non-GAAP net income (loss) excludes the items listed above as excluded from non-GAAP income (loss) from operations and also excludes amortization of debt discount and issuance costs and the taxes related to these items and the items excluded from non-GAAP income (loss) from operations. Estimates of non-GAAP loss per share are calculated by dividing estimates for non-GAAP loss by our estimate of shares outstanding for the future period. In addition to the items listed above as excluded from non-GAAP income (loss) from operations, non-GAAP net income (loss) excludes the following items from non-GAAP estimates:

  • Amortization of Debt Discount and Issuance Costs: Amortization of debt discount and issuance costs are related to our convertible notes. These amounts are unrelated to our core performance during any particular period, and therefore, we believe it is useful to exclude these amounts in order to better understand our business performance and allow investors to compare our results with peer companies.
  • Taxes: We exclude the tax consequences associated with non-GAAP items to provide investors with a useful comparison of our operating results to prior periods and to our peer companies because such amounts can vary significantly. In the fourth quarter of 2014, we concluded that it is more likely than not that we will be unable to fully realize our deferred tax assets and accordingly, established a valuation allowance against those assets. The ongoing impact of the valuation allowance on our non-GAAP effective tax rate has been eliminated to allow investors to better understand our business performance and compare our operating results with peer companies.

Annual Recurring Revenue: Annual Recurring Revenue (“ARR”) is used to assess the trajectory of our cloud business. ARR means, as of a specified date, the contracted recurring revenue, including contracts with a future start date, together with annualized overage fees incurred above contracted minimum transactions, and excluding perpetual and term license agreements recognized as license revenue in accordance with GAAP. ARR should be viewed independently of revenue and any other GAAP measure.

Non-GAAP Tax Rate: The estimated non-GAAP effective tax rate adjusts the tax effect to quantify the impact of the excluded non-GAAP items.

Adjusted EBITDA: Adjusted EBITDA is defined as GAAP net income (loss) before interest expense, provision for income taxes, depreciation and amortization, as adjusted to eliminate the effect of stock-based compensation cost, amortization of acquisition-related intangibles, depreciation and amortization, new headquarters noncash rent expense, debt extinguishment fees and capitalized internal-use software development costs. Adjusted EBITDA should not be considered as an alternative to net income (loss) as an indicator of our operating performance.

Free Cash Flow: Free cash flow is a non-GAAP financial measure which is defined as net cash provided by (used in) operating activities, less capital expenditures (excluding expenditures for PROS new headquarters), purchases of other (non-acquisition-related) intangible assets and capitalized internal-use software development costs.

Calculated Billings: Calculated billings is defined as total subscription, maintenance and support revenue plus the change in recurring deferred revenue in a given period.

These non-GAAP estimates are not measurements of financial performance prepared in accordance with GAAP, and we are unable to reconcile these forward-looking non-GAAP financial measures to their directly comparable GAAP financial measures because the information described above which is needed to complete a reconciliation is unavailable at this time without unreasonable effort.

PROS Holdings, Inc.

Condensed Consolidated Balance Sheets

(In thousands, except share and per share amounts)

(Unaudited)

 

 

 

 

 

 

 

March 31, 2021

 

December 31, 2020

Assets:

 

 

 

 

Current assets:

 

 

 

 

Cash and cash equivalents

 

$

323,929

 

 

 

$

329,134

 

 

Trade and other receivables, net of allowance of $3,563 and $4,122, respectively

 

53,665

 

 

 

49,578

 

 

Deferred costs, current

 

5,883

 

 

 

5,941

 

 

Prepaid and other current assets

 

10,668

 

 

 

9,647

 

 

Total current assets

 

394,145

 

 

 

394,300

 

 

Property and equipment, net

 

35,629

 

 

 

36,504

 

 

Operating lease right-of-use assets

 

29,044

 

 

 

30,689

 

 

Deferred costs, noncurrent

 

11,735

 

 

 

12,544

 

 

Intangibles, net

 

7,467

 

 

 

8,341

 

 

Goodwill

 

49,563

 

 

 

50,044

 

 

Other assets, noncurrent

 

7,505

 

 

 

7,549

 

 

Total assets

 

$

535,088

 

 

 

$

539,971

 

 

Liabilities and Stockholders’ Equity:

 

 

 

 

Current liabilities:

 

 

 

 

Accounts payable and other liabilities

 

$

6,317

 

 

 

$

4,246

 

 

Accrued liabilities

 

16,734

 

 

 

13,065

 

 

Accrued payroll and other employee benefits

 

17,958

 

 

 

25,514

 

 

Operating lease liabilities, current

 

5,897

 

 

 

5,937

 

 

Deferred revenue, current

 

113,478

 

 

 

99,156

 

 

Total current liabilities

 

160,384

 

 

 

147,918

 

 

Deferred revenue, noncurrent

 

8,528

 

 

 

11,372

 

 

Convertible debt, net, noncurrent

 

287,169

 

 

 

218,028

 

 

Operating lease liabilities, noncurrent

 

42,529

 

 

 

44,099

 

 

Other liabilities, noncurrent

 

1,449

 

 

 

1,517

 

 

Total liabilities

 

500,059

 

 

 

422,934

 

 

Stockholders’ equity:

 

 

 

 

Preferred stock, $0.001 par value, 5,000,000 shares authorized; none issued

 

 

 

 

 

 

Common stock, $0.001 par value, 75,000,000 shares authorized; 48,933,488 and 48,142,267 shares issued, respectively; 44,252,765 and 43,461,544 shares outstanding, respectively

 

49

 

 

 

48

 

 

Additional paid-in capital

 

518,338

 

 

 

589,040

 

 

Treasury stock, 4,680,723 common shares, at cost

 

(29,847

)

 

 

(29,847

)

 

Accumulated deficit

 

(449,472

)

 

 

(438,773

)

 

Accumulated other comprehensive loss

 

(4,039

)

 

 

(3,431

)

 

Total stockholders’ equity

 

35,029

 

 

 

117,037

 

 

Total liabilities and stockholders’ equity

 

$

535,088

 

 

 

$

539,971

 

 

PROS Holdings, Inc.

Condensed Consolidated Statements of Income (Loss)

(In thousands, except per share data)

(Unaudited)

 

 

 

 

 

Three Months Ended March 31,

 

 

2021

 

 

2020

 

Revenue:

 

 

 

 

Subscription

 

$

42,648

 

 

 

$

43,170

 

 

Maintenance and support

 

9,674

 

 

 

12,523

 

 

Total subscription, maintenance and support

 

52,322

 

 

 

55,693

 

 

Services

 

9,056

 

 

 

10,618

 

 

Total revenue

 

61,378

 

 

 

66,311

 

 

Cost of revenue:

 

 

 

 

Subscription

 

13,801

 

 

 

12,864

 

 

Maintenance and support

 

2,258

 

 

 

2,790

 

 

Total cost of subscription, maintenance and support

 

16,059

 

 

 

15,654

 

 

Services

 

10,433

 

 

 

13,073

 

 

Total cost of revenue

 

26,492

 

 

 

28,727

 

 

Gross profit

 

34,886

 

 

 

37,584

 

 

Operating expenses:

 

 

 

 

Selling and marketing

 

21,564

 

 

 

24,920

 

 

Research and development

 

20,458

 

 

 

19,136

 

 

General and administrative

 

13,454

 

 

 

14,880

 

 

Loss from operations

 

(20,590

)

 

 

(21,352

)

 

Convertible debt interest and amortization

 

(1,576

)

 

 

(2,062

)

 

Other income, net

 

286

 

 

 

831

 

 

Loss before income tax provision

 

(21,880

)

 

 

(22,583

)

 

Income tax provision

 

149

 

 

 

152

 

 

Net loss

 

$

(22,029

)

 

 

$

(22,735

)

 

 

 

 

 

 

Net loss per share:

 

 

 

 

Basic and diluted

 

$

(0.50

)

 

 

$

(0.53

)

 

Weighted average number of shares:

 

 

 

 

Basic and diluted

 

44,245

 

 

 

43,102

 

 

PROS Holdings, Inc.

Condensed Consolidated Statements of Cash Flows

(In thousands)

(Unaudited)

 

 

 

 

 

Three Months Ended March 31,

 

 

2021

 

 

2020

 

Operating activities:

 

 

 

 

Net loss

 

$

(22,029

)

 

 

$

(22,735

)

 

Adjustments to reconcile net loss to net cash used in operating activities:

 

 

 

 

Depreciation and amortization

 

3,068

 

 

 

3,420

 

 

Amortization of debt discount and issuance costs

 

373

 

 

 

1,712

 

 

Share-based compensation

 

8,170

 

 

 

6,347

 

 

Provision for doubtful accounts

 

(559

)

 

 

2,596

 

 

Changes in operating assets and liabilities:

 

 

 

 

Accounts and unbilled receivables

 

(3,610

)

 

 

8,889

 

 

Deferred costs

 

867

 

 

 

763

 

 

Prepaid expenses and other assets

 

(395

)

 

 

(701

)

 

Operating lease right-of-use assets and liabilities

 

(173

)

 

 

868

 

 

Accounts payable and other liabilities

 

2,012

 

 

 

579

 

 

Accrued liabilities

 

3,918

 

 

 

(3,840

)

 

Accrued payroll and other employee benefits

 

(7,573

)

 

 

(20,055

)

 

Deferred revenue

 

11,502

 

 

 

(2,016

)

 

Net cash used in operating activities

 

(4,429

)

 

 

(24,173

)

 

Investing activities:

 

 

 

 

Purchases of property and equipment

 

(1,300

)

 

 

(10,993

)

 

Capitalized internal-use software development costs

 

 

 

 

(412

)

 

Purchase of equity securities

 

(501

)

 

 

 

 

Net cash used in investing activities

 

(1,801

)

 

 

(11,405

)

 

Financing activities:

 

 

 

 

Proceeds from employee stock plans

 

1,596

 

 

 

1,364

 

 

Tax withholding related to net share settlement of stock awards

 

(352

)

 

 

(20,172

)

 

Net cash provided by (used in) financing activities

 

1,244

 

 

 

(18,808

)

 

Effect of foreign currency rates on cash

 

(219

)

 

 

91

 

 

Net change in cash and cash equivalents

 

(5,205

)

 

 

(54,295

)

 

Cash and cash equivalents:

 

 

 

 

Beginning of period

 

329,134

 

 

 

306,077

 

 

End of period

 

$

323,929

 

 

 

$

251,782

 

 

PROS Holdings, Inc.

Reconciliation of GAAP to Non-GAAP Financial Measures

(In thousands, except per share data)

(Unaudited)

We use these non-GAAP financial measures to assist in the management of the Company because we believe that this information provides a more consistent and complete understanding of the underlying results and trends of the ongoing business due to the uniqueness of these charges.

See breakdown of the reconciling line items on page 10.

 

 

 

Three Months Ended March 31,

 

Year over Year

 

 

2021

 

 

2020

 

 

% change

GAAP gross profit

 

$

34,886

 

 

 

$

37,584

 

 

 

(7

)%

Non-GAAP adjustments:

 

 

 

 

 

 

New headquarters noncash rent expense

 

 

 

 

162

 

 

 

 

Amortization of acquisition-related intangibles

 

421

 

 

 

842

 

 

 

 

Share-based compensation

 

826

 

 

 

524

 

 

 

 

Non-GAAP gross profit

 

$

36,133

 

 

 

$

39,112

 

 

 

(8

)%

 

 

 

 

 

 

 

Non-GAAP gross margin

 

58.9

%

 

59.0

%

 

 

 

 

 

 

 

 

 

GAAP loss from operations

 

$

(20,590

)

 

 

$

(21,352

)

 

 

(4

)%

Non-GAAP adjustments:

 

 

 

 

 

 

New headquarters noncash rent expense

 

 

 

 

555

 

 

 

 

Amortization of acquisition-related intangibles

 

867

 

 

 

1,383

 

 

 

 

Share-based compensation

 

8,170

 

 

 

6,347

 

 

 

 

Total Non-GAAP adjustments

 

9,037

 

 

 

8,285

 

 

 

 

Non-GAAP loss from operations

 

$

(11,553

)

 

 

$

(13,067

)

 

 

(12

)%

 

 

 

 

 

 

 

Non-GAAP loss from operations % of total revenue

 

(18.8

)%

 

(19.7

)%

 

 

 

 

 

 

 

 

 

GAAP net loss

 

$

(22,029

)

 

 

$

(22,735

)

 

 

(3

)%

Non-GAAP adjustments:

 

 

 

 

 

 

Total Non-GAAP adjustments affecting loss from operations

 

9,037

 

 

 

8,285

 

 

 

 

Amortization of debt discount and issuance costs

 

373

 

 

 

1,702

 

 

 

 

Tax impact related to non-GAAP adjustments

 

2,895

 

 

 

2,923

 

 

 

 

Non-GAAP net loss

 

$

(9,724

)

 

 

$

(9,825

)

 

 

(1

)%

 

 

 

 

 

 

 

Non-GAAP diluted loss per share

 

$

(0.22

)

 

 

$

(0.23

)

 

 

 

 

 

 

 

 

 

 

Shares used in computing non-GAAP loss per share

 

44,245

 

 

 

43,102

 

 

 

 

PROS Holdings, Inc.

Supplemental Schedule of Non-GAAP Financial Measures

Increase (Decrease) in GAAP Amounts Reported

(In thousands)

(Unaudited)

 

 

 

 

 

Three Months Ended March 31,

 

 

2021

 

2020

Cost of Subscription Items

 

 

 

 

New headquarters noncash rent expense

 

 

 

14

 

Amortization of acquisition-related intangibles

 

408

 

 

683

 

Share-based compensation

 

148

 

 

87

 

Total cost of subscription items

 

$

556

 

 

$

784

 

 

 

 

 

 

Cost of Maintenance Items

 

 

 

 

New headquarters noncash rent expense

 

 

 

26

 

Amortization of acquisition-related intangibles

 

13

 

 

159

 

Share-based compensation

 

104

 

 

66

 

Total cost of maintenance items

 

$

117

 

 

$

251

 

 

 

 

 

 

Cost of Services Items

 

 

 

 

New headquarters noncash rent expense

 

 

 

122

 

Share-based compensation

 

574

 

 

371

 

Total cost of services items

 

$

574

 

 

$

493

 

 

 

 

 

 

Sales and Marketing Items

 

 

 

 

New headquarters noncash rent expense

 

 

 

104

 

Amortization of acquisition-related intangibles

 

446

 

 

541

 

Share-based compensation

 

2,224

 

 

1,866

 

Total sales and marketing items

 

$

2,670

 

 

$

2,511

 

 

 

 

 

Research and Development Items

 

 

 

 

New headquarters noncash rent expense

 

 

 

190

 

Share-based compensation

 

1,826

 

 

1,507

 

Total research and development items

 

$

1,826

 

 

$

1,697

 

 

 

 

 

General and Administrative Items

 

 

 

 

New headquarters noncash rent expense

 

 

 

99

 

Share-based compensation

 

3,294

 

 

2,450

 

Total general and administrative items

 

$

3,294

 

 

$

2,549

 

PROS Holdings, Inc.

Supplemental Reconciliation of GAAP to Non-GAAP Financial Measures

(In thousands)

(Unaudited)

 

 

 

 

 

Three Months Ended March 31,

 

 

2021

 

 

2020

 

Adjusted EBITDA

 

 

 

 

GAAP Loss from Operations

 

$

(20,590

)

 

 

$

(21,352

)

 

Amortization of acquisition-related intangibles

 

867

 

 

 

1,383

 

 

New headquarters noncash rent expense

 

 

 

 

555

 

 

Share-based compensation

 

8,170

 

 

 

6,347

 

 

Depreciation and other amortization

 

2,201

 

 

 

2,037

 

 

Capitalized internal-use software development costs

 

 

 

 

(412

)

 

Adjusted EBITDA

 

$

(9,352

)

 

 

$

(11,442

)

 

 

 

 

 

 

 

 

 

 

 

Net cash used in operating activities

 

$

(4,429

)

 

 

$

(24,173

)

 

Purchase of property and equipment (excluding new headquarters)

 

(203

)

 

 

(957

)

 

Capitalized internal-use software development costs

 

 

 

 

(412

)

 

Free Cash Flow

 

$

(4,632

)

 

 

$

(25,542

)

 

 

 

 

 

 

Guidance

 

 

 

 

 

 

Q2 2021 Guidance

 

 

Low

 

High

Adjusted EBITDA

 

 

 

 

GAAP Loss from Operations

 

$

(22,200

)

 

 

$

(21,200

)

 

Amortization of acquisition-related intangibles

 

900

 

 

 

900

 

 

Share-based compensation

 

9,100

 

 

 

9,100

 

 

Depreciation and other amortization

 

2,200

 

 

 

2,200

 

 

Adjusted EBITDA

 

$

(10,000

)

 

 

$

(9,000

)

 

 

 

 

 

 

 

 

Full Year 2021 Guidance

 

 

Low

 

High

Adjusted EBITDA

 

 

 

 

GAAP Loss from Operations

 

$

(84,400

)

 

 

$

(81,400

)

 

Amortization of acquisition-related intangibles

 

3,400

 

 

 

3,400

 

 

Share-based compensation

 

36,700

 

 

 

36,700

 

 

Depreciation and other amortization

 

8,300

 

 

 

8,300

 

 

Adjusted EBITDA

 

$

(36,000

)

 

 

$

(33,000

)

 

 

Investor Contact:

PROS Investor Relations

Belinda Overdeput

713-335-5895

[email protected]

Media Contact:

Amanda Parrish

832-924-4731

[email protected]

KEYWORDS: Texas United States North America

INDUSTRY KEYWORDS: Mobile/Wireless Technology Security Other Technology Software Networks Internet Data Management Retail Online Retail

MEDIA:

Logo
Logo

Arcosa, Inc. Declares Quarterly Dividend

Arcosa, Inc. Declares Quarterly Dividend

DALLAS–(BUSINESS WIRE)–
Arcosa, Inc. (NYSE: ACA) (“Arcosa” or the “Company”), a provider of infrastructure-related products and solutions, today announced that its Board of Directors has declared a regular quarterly cash dividend of $0.05 per share on its $0.01 par value common stock. The quarterly cash dividend is payable July 30, 2021 to stockholders of record as of July 15, 2021.

About Arcosa

Arcosa, Inc. (NYSE:ACA), headquartered in Dallas, Texas, is a provider of infrastructure-related products and solutions with leading positions in construction, engineered structures, and transportation markets. Arcosa reports its financial results in three principal business segments: the Construction Products segment, the Engineered Structures segment, and the Transportation Products segment. For more information, visit www.arcosa.com.

INVESTOR CONTACTS

Scott C. Beasley

Chief Financial Officer

T 972.942.6500

[email protected]

Gail M. Peck

SVP, Finance & Treasurer

David Gold

ADVISIRY Partners

T 212.661.2220

[email protected]

MEDIA CONTACT

[email protected]

 

 

 

KEYWORDS: United States North America Texas

INDUSTRY KEYWORDS: Manufacturing Other Construction & Property Transport Construction & Property Engineering

MEDIA:

Herbalife Nutrition Appoints Industry Veteran, Mark Schissel, New Chief Operating Officer

Herbalife Nutrition Appoints Industry Veteran, Mark Schissel, New Chief Operating Officer

After more than 17 years, current Chief Operating Officer, Dave Pezzullo will retire in August 2021

LOS ANGELES–(BUSINESS WIRE)–
Herbalife Nutrition Ltd. (NYSE: HLF), a global nutrition company, today announced appointment of its new Chief Operating Officer, industry veteran, Mark Schissel, to replace David Pezzullo, who has announced his planned retirement, after working at the Company for more than 17 years. The appointment of Schissel, who is currently executive vice president of worldwide operations, is part of the Company’s existing succession plan. Mr. Schissel will report directly to the CEO and continue to serve on the Executive Committee. Mr. Schissel will assume his new role on August 2, 2021 and to ensure a smooth transition, Mr. Pezzullo will remain in an advisory role through March 2022.

“Mark is an amazing leader, who over the years has demonstrated his ability to lead a complex global organization and has our confidence to guide us through our continued growth,” said John Agwunobi, Chairman and CEO of Herbalife Nutrition. “He is part of the Company’s executive bench consisting of an impressive and capable group that will continue to lead with passion and vision.”

Mr. Schissel joined the Company in 2007 as vice president of enterprise applications, where he was responsible for all IT matters relating to the Company’s business applications around the world and served as chief information officer prior to his current role leading worldwide operations. Currently, Mr. Schissel is responsible for all aspects of developing products and bringing them to market, including supply chain, R&D, scientific affairs, quality, manufacturing, distribution, and logistics. As Chief Operating Officer, Mr. Schissel will be responsible for overseeing worldwide operations, global business services, the regional finance and operations functions, information technology and infrastructure, cyber security and global security.

“I am incredibly excited about the opportunity to play an even larger role in the Company’s growth as it provides great-tasting nutrition products and a proven business opportunity to people around the globe,” said Mr. Schissel.

Mr. Pezzullo came to the company in 2004 as the senior vice president of finance and the chief accounting officer, helping guide the Company through its initial public offering in 2004. He later assumed the role of executive vice president of worldwide operations, leading a major investment in manufacturing, supply chain and quality assurance, helping usher the Company into its leadership role as a premier global nutrition company, and finally into his current role as Chief Operating Officer and Chief of Staff.

Agwunobi added, “Dave’s leadership and contributions across several functions have been integral to the success of our company. While we will greatly miss his leadership and his endearing personality, he leaves behind a world-class team and operation.”

In a separate announcement this afternoon, the Company reported record-setting first quarter 2021 financial results. The press release can be found at https://ir.herbalife.com/press-releases

About Herbalife Nutrition Ltd.

Herbalife Nutrition is a global company that has been changing people’s lives with great nutrition products and a proven business opportunity for its independent distributors since 1980. The Company offers high-quality, science-backed products, sold in over 90 countries by entrepreneurial distributors who provide one-on-one coaching and a supportive community that inspires their customers to embrace a healthier, more active lifestyle. Through the Company’s global campaign to eradicate hunger, the Company is also committed to bringing nutrition and education to communities around the world.

Media Contact:

Jennifer Butler

VP, Media Relations

213.745.0420

Investor Contact:

Eric Monroe

Director, Investor Relations

213.745.0449

KEYWORDS: California United States North America

INDUSTRY KEYWORDS: Food/Beverage Other Retail Health Retail Fitness & Nutrition

MEDIA:

Logo
Logo

AssetMark Reports $78.9B Platform Assets for First Quarter 2021

CONCORD, Calif., May 04, 2021 (GLOBE NEWSWIRE) — AssetMark Financial Holdings, Inc. (NYSE: AMK) today announced financial results for the quarter ended March 31, 2021.

First Quarter 2021 Financial and Operational Highlights

  • Net loss for the quarter was $8.9 million, or $0.13 per share.
  • Adjusted net income for the quarter was $22.2 million, or $0.30 per share, on total revenue of $119.0 million.
  • Adjusted EBITDA for the quarter was $34.1 million, or 28.6% of total revenue.
  • Platform assets increased 40.8% year-over-year and 5.9% quarter-over-quarter to $78.9 billion, aided by quarterly record net flows of $1.9 billion and market impact net of fees of $2.4 billion. Year-to-date annualized net flows as a percentage of beginning-of-year platform assets were 10.3%.
  • More than 4,300 new households and 194 new producing advisors joined the AssetMark platform during the first quarter. In total, as of March 31, 2021 there were over 8,400 advisors (approximately 2,600 were engaged advisors) and over 190,900 investor households on the AssetMark platform.
  • We realized 21.8% annualized production lift from existing advisors for the first quarter, indicating that advisors continued to grow organically and increase wallet share on our platform.

“AssetMark had a very strong first quarter, a testament to living our mission and executing on our strategy. We grew through the pandemic, and are beginning to see an acceleration in our growth as we enter a post-pandemic world,” said AssetMark CEO Natalie Wolfsen. “First quarter net flows were a record $1.9 billion and annualized net flows as percentage of beginning of period assets are over 10%. We realized record revenue and adjusted EBTIDA in the first quarter, while continuing to drive scale in the business. We are making great progress on our 2021 strategic priorities, maintaining a strong financial position and will be returning to in-person events soon. These will help us continue to attract new advisors, accelerate organic growth and gain market share.”

First Quarter 2021 Key Operating Metrics

       
 
1Q21

1Q20

Variance

per year
Operational metrics:      
Platform assets (at period-beginning) (millions of dollars) 74,520 61,608 21.0%
Net flows (millions of dollars) 1,927 1,834 5.1%
Market impact net of fees (millions of dollars) 2,433 (9,477) NM
Acquisition impact (millions of dollars) 0 2,060 NM
Platform assets (at period-end) (millions of dollars) 78,880 56,025 40.8%
Net flows lift (% of beginning of year platform assets) 2.6% 3.0% (40) bps
Advisors (at period-end) 8,477 8,477 0.0%
Engaged advisors (at period-end) 2,611 2,138 22.1%
Assets from engaged advisors (at period-end) (millions of dollars) 71,635 48,793 46.8%
Households (at period-end) 190,915 176,681 8.1%
New producing advisors 194 217 (10.6%)
Production lift from existing advisors (annualized %) 21.8% 23.3% (150 bps)
Assets in custody at ATC (at period-end) (millions of dollars) 57,778 38,770 49.0%
ATC client cash (at period-end) (millions of dollars) 2,497 2,991 (16.5%)
       
Financial metrics:      
Total revenue (millions of dollars) 119 115 3.6%
Net income (loss) (millions of dollars) (8.9) (2.7) NM
Net income (loss) margin (%) (7.5%) 2.4% (990 bps)
Capital expenditure (millions of dollars) 8.2 6.5 26.4%
       
Non-GAAP financial metrics:      
Adjusted EBITDA (millions of dollars) 34.1 28.4 20.2%
Adjusted EBITDA margin (%) 28.6% 24.7% 390 bps
Adjusted net income (millions of dollars) 22.2 17.7 25.2%
Note: Percentage variance based on actual numbers, not rounded results      
       

Webcast and Conference Call Information

AssetMark will host a live conference call and webcast to discuss its first quarter 2021 results. In conjunction with this earnings press release, AssetMark has posted an earnings presentation on its investor relations website at http://ir.assetmark.com. Conference call and webcast details are as follows:

  • Date: May 4, 2021
  • Time: 2:00 p.m. PT; 5:00 p.m. ET
  • Phone: Listeners can pre-register for the conference call here: http://www.directeventreg.com/registration/event/6587667. Upon registering, you will be provided with participant dial-in numbers, passcode and unique registrant ID. In the 10 minutes prior to the call start time, you may use the conference access information (dial in number, direct event passcode and registrant ID) provided in the confirmation email received at the point of registering to join the call directly.

About AssetMark Financial Holdings, Inc. 

AssetMark is a leading provider of extensive wealth management and technology solutions that power independent financial advisors and their clients. Through AssetMark, Inc., its investment advisor subsidiary registered with the Securities and Exchange Commission, AssetMark operates a platform that comprises fully integrated technology, personalized and scalable service and curated investment platform solutions designed to make a difference in the lives of advisors and their clients. AssetMark had $78.9 billion in platform assets as of March 31, 2021 and has a history of innovation spanning more than 20 years.

Forward-Looking Statements

This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including statements regarding our future financial and operating performance, which involve risks and uncertainties. Actual results may differ materially from the results predicted, and reported results should not be considered as an indication of future performance. Forward-looking statements include all statements that are not historical facts and can be identified by terms such as “may,” “might,” “will,” “should,” “expects,” “plans,” “anticipates,” “intends,” “believes,” “estimates,” “predicts,” “potential” or “continue,” the negative of these terms and other comparable terminology that conveys uncertainty of future events or outcomes. These forward-looking statements involve known and unknown risks, uncertainties, assumptions and other factors that may cause actual results to differ materially from statements made in this press release, including in relation to our ability to attract and retain advisors, competition in the industry in which we operate, the interest rate environment, shifting investor preferences, our market share and the size of our addressable market, our financial performance, investments in new products, services and capabilities, our ability to execute strategic transactions, legal and regulatory developments and general market, political, economic and business conditions. Other potential risks and uncertainties that could cause actual results to differ from the results predicted include, among others, those risks and uncertainties included under the captions “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our prospectus dated July 17, 2019 filed with the Securities and Exchange Commission pursuant to Rule 424(b) under the Securities Act of 1933, as amended, and in our Quarterly Report on Form 10-Q for the quarter ended March 31, 2021, which is expected to be filled on May 7, 2021. Additional information is also available in our Annual Report on Form 10-K for the year ended December 31, 2020, which is on file with the Securities and Exchange Commission and available on our investor relations website at http://ir.assetmark.com. All information provided in this release is based on information available to us as of the date of this press release and any forward-looking statements contained herein are based on assumptions that we believe are reasonable as of this date. Undue reliance should not be placed on the forward-looking statements in this press release, which are inherently uncertain. We undertake no duty to update this information unless required by law.

AssetMark Financial Holdings, Inc.

Condensed Consolidated Balance Sheets

(in thousands except share data and par value)

    March 31, 2021     December 31, 2020  
    (unaudited)          
ASSETS                
Current assets:                
Cash and cash equivalents   $ 75,831     $ 70,619  
Restricted cash     11,000       11,000  
Investments, at fair value     12,263       10,577  
Fees and other receivables, net     8,459       8,891  
Income tax receivable, net     17,178       8,596  
Prepaid expenses and other current assets     13,088       13,637  
Total current assets     137,819       123,320  
Property, plant and equipment, net     8,187       7,388  
Capitalized software, net     69,392       68,835  
Other intangible assets, net     654,286       655,736  
Operating lease right-of-use assets     24,512       27,496  
Goodwill     338,848       338,848  
Other assets     2,294       1,965  
Total assets   $ 1,235,338     $ 1,223,588  
LIABILITIES AND STOCKHOLDERS’ EQUITY                
Current liabilities:                
Accounts payable   $ 1,434     $ 2,199  
Accrued liabilities and other current liabilities     32,602       43,694  
Total current liabilities     34,036       45,893  
Long-term debt, net     75,000       75,000  
Other long-term liabilities     17,241       16,302  
Long-term portion of operating lease liabilities     29,976       31,820  
Deferred income tax liabilities, net     149,500       149,500  
Total long-term liabilities     271,717       272,622  
Total liabilities     305,753       318,515  
Commitments and contingencies            
Stockholders’ equity:                
Common stock, $0.001 par value (675,000,000 shares authorized and 72,459,255 shares issued and outstanding as of March 31, 2021 and December 31, 2020)     72       72  
Additional paid-in capital     883,858       850,430  
Retained earnings     45,655       54,571  
Total stockholders’ equity     929,585       905,073  
Total liabilities and stockholders’ equity   $ 1,235,338     $ 1,223,588  



AssetMark Financial Holdings, Inc.

Unaudited Condensed Consolidated Statements of Income and Comprehensive Income

(in thousands, except share and per share data)

    Three Months Ended March 31,  
    2021     2020  
Revenue:                
Asset-based revenue   $ 115,813     $ 105,650  
Spread-based revenue     2,606       7,951  
Other revenue     587       1,289  
Total revenue     119,006       114,890  
Operating expenses:                
Asset-based expenses     36,094       35,015  
Spread-based expenses     676       1,289  
Employee compensation     67,302       43,497  
General and operating expenses     17,489       19,365  
Professional fees     4,260       3,831  
Depreciation and amortization     9,471       8,409  
Total operating expenses     135,292       111,406  
Interest expense     771       1,627  
Other expense, net     (15 )     50  
Income (loss) before income taxes     (17,042 )     1,807  
Provision benefit from income taxes     (8,126 )     (929 )
Net income (loss)     (8,916 )     2,736  
Net comprehensive income (loss)   $ (8,916 )   $ 2,736  
Net income (loss) per share attributable to common stockholders:                
Basic     (0.13 )     0.04  
Diluted     (0.13 )     0.04  
Weighted average number of common shares outstanding, basic     70,422,306       67,142,459  
Weighted average number of common shares outstanding, diluted     70,422,306       69,317,261  



AssetMark Financial Holdings, Inc.

Unaudited Condensed Consolidated Statements of Cash Flows

(in thousands)

    Three Months Ended March 31,  
    2021     2020  
CASH FLOWS FROM OPERATING ACTIVITIES                
Net income (loss)   $ (8,916 )   $ 2,736  
Adjustments to reconcile net income (loss) to net cash provided by operating activities:                
Depreciation and amortization     9,471       8,409  
Interest     190       78  
Deferred income taxes           522  
Share-based compensation     33,428       13,188  
Changes in certain assets and liabilities:                
Fees and other receivables, net     (710 )     (1,835 )
Prepaid expenses and other current assets     804       944  
Accounts payable, accrued liabilities and other current liabilities     (11,028 )     (12,909 )
Income tax receivable, net     (8,582 )     (1,884 )
Net cash provided by operating activities     14,657       9,249  
CASH FLOWS FROM INVESTING ACTIVITIES                
Purchase of WBI OBS Financial, LLC, net of cash received           (18,404 )
Purchase of investments     (1,363 )     (1,014 )
Sale of investments     151        
Purchase of property and equipment     (231 )     (416 )
Purchase of computer software     (8,002 )     (6,095 )
Net cash used in investing activities     (9,445 )     (25,929 )
Net change in cash, cash equivalents, and restricted cash     5,212       (16,680 )
Cash, cash equivalents, and restricted cash at beginning of period     81,619       105,341  
Cash, cash equivalents, and restricted cash at end of period   $ 86,831     $ 88,661  
SUPPLEMENTAL CASH FLOW INFORMATION                
Income taxes paid   $ 464     $ 365  
Interest paid   $ 577     $ 1,547  
Non-cash operating activities:                
Non-cash changes to right-of-use assets   $ (2,263 )   $ 38,495  
Non-cash changes to lease liabilities   $ (2,263 )   $ 39,839  

Explanations and Reconciliations of Non-GAAP Financial Measures

In addition to our results determined in accordance with U.S. generally accepted accounting principles (“GAAP”), we believe adjusted EBITDA, adjusted EBITDA margin and adjusted net income, all of which are non-GAAP measures, are useful in evaluating our performance. We use adjusted EBITDA, adjusted EBITDA margin and adjusted net income to evaluate our ongoing operations and for internal planning and forecasting purposes. We believe that such non-GAAP financial information, when taken collectively, may be helpful to investors because it provides consistency and comparability with past financial performance. However, such non-GAAP financial information is presented for supplemental informational purposes only, has limitations as an analytical tool and should not be considered in isolation or as a substitute for, or superior to, financial information prepared and presented in accordance with GAAP.

Other companies, including companies in our industry, may calculate similarly titled non-GAAP measures differently or may use other measures to evaluate their performance, all of which could reduce the usefulness of our non-GAAP financial measures as tools for comparison.  

Investors are encouraged to review the related GAAP financial measures and the reconciliation of these non-GAAP financial measures to their most directly comparable GAAP financial measures and not rely on any single financial measure to evaluate our business.


Adjusted EBITDA and Adjusted EBITDA Margin

Adjusted EBITDA is defined as EBITDA (net income plus interest expense, income tax expense, depreciation and amortization and less interest income), further adjusted to exclude certain non-cash charges and other adjustments set forth below. Adjusted EBITDA margin is defined as adjusted EBITDA divided by total revenue. Adjusted EBITDA and adjusted EBITDA margin are useful financial metrics in assessing our operating performance from period to period because they exclude certain items that we believe are not representative of our core business, such as certain material non-cash items and other adjustments such as share-based compensation, strategic initiatives and reorganization and integration costs. We believe that adjusted EBITDA and adjusted EBITDA margin, viewed in addition to, and not in lieu of, our reported GAAP results, provide useful information to investors regarding our performance and overall results of operations for various reasons, including:

  • non-cash equity grants made to employees at a certain price and point in time do not necessarily reflect how our business is performing at any particular time; as such, share-based compensation expense is not a key measure of our operating performance; and
  • costs associated with acquisitions and the resulting integrations, debt refinancing, restructuring, litigation and conversions can vary from period to period and transaction to transaction; as such, expenses associated with these activities are not considered a key measure of our operating performance.

We use adjusted EBITDA and adjusted EBITDA margin:

  • as measures of operating performance;
  • for planning purposes, including the preparation of budgets and forecasts;
  • to allocate resources to enhance the financial performance of our business;
  • to evaluate the effectiveness of our business strategies;
  • in communications with our board of directors concerning our financial performance; and
  • as considerations in determining compensation for certain employees.

Adjusted EBITDA and adjusted EBITDA margin have limitations as analytical tools, and should not be considered in isolation to, or as substitutes for, analysis of our results as reported under GAAP. Some of these limitations are:

  • adjusted EBITDA and adjusted EBITDA margin do not reflect all cash expenditures, future requirements for capital expenditures or contractual commitments;
  • adjusted EBITDA and adjusted EBITDA margin do not reflect changes in, or cash requirements for, working capital needs;
  • adjusted EBITDA and adjusted EBITDA margin do not reflect interest expense on our debt or the cash requirements necessary to service interest or principal payments; and
  • the definitions of adjusted EBITDA and adjusted EBITDA margin can differ significantly from company to company and as a result have limitations when comparing similarly titled measures across companies.

Set forth below is a reconciliation from net income, the most directly comparable GAAP financial measure, to adjusted EBITDA for the three months ended March 31, 2021 and 2020 (unaudited).

    Three Months Ended March 31,     Three Months Ended March 31,  
(in thousands except for percentages)   2021     2020     2021     2020  
Net income (loss)   $ (8,916 )   $ 2,736       (7.5 )%     2.4 %
Provision for (benefit from) income taxes     (8,126 )     (929 )     (6.8 )%     (0.8 )%
Interest income (loss)     (25 )     (482 )     (— )%     (0.4 )%
Interest expense     771       1,627       0.6 %     1.4 %
Amortization/depreciation     9,471       8,409       8.0 %     7.3 %
EBITDA     (6,825 )     11,361       (5.7 )%     9.9 %
Share-based compensation(1)     33,428       13,188       28.0 %     11.5 %
Reorganization and integration costs(2)     4,496       103       3.8 %     0.1 %
Acquisition expenses(3)     2,817       3,577       2.3 %     3.1 %
Business continuity plan(4)     72       96       0.1 %     0.1 %
Office closures(5)     121             0.1 %      
Other expenses     (15 )     50       (— )%      
Adjusted EBITDA   $ 34,094     $ 28,375       28.6 %     24.7 %

(1)    “Share-based compensation” represents granted share-based compensation in the form of Class C Common Units (which are incentive units) of AssetMark Holdings LLC, our former parent company, and RSA, restricted stock unit, stock option, and stock appreciation right grants by us to certain of our directors and employees. Although this expense occurred in each measurement period, we have added the expense back in our calculation of adjusted EBITDA because of its noncash impact.
(2)    “Reorganization and integration costs” includes costs related to the departure of our former chief executive officer (“CEO”), our functional reorganization within our Operations, Technology and Retirement functions as well as duplicate costs related to the outsourcing of back-office operations functions. While we have incurred such expenses in all periods measured, these expenses serve varied reorganization and integration initiatives, each of which is non-recurring. We do not consider these expenses to be part of our core operations.
(3)    “Acquisition expenses” includes employee severance, transition and retention expenses, duplicative general and administrative expenses and other professional fees related to acquisitions.
(4)    “Business continuity plan” includes incremental compensation and other costs that are directly related to operations while transitioning to a remote workforce and other costs due to the COVID-19 pandemic.
(5)    “Office closures” represents one-time expenses related to closing facilities.

Set forth below is a summary of the adjustments involved in the reconciliation from net income and net income margin, the most directly comparable GAAP financial measures, to adjusted EBITDA and adjusted EBITDA margin for the three months for the three months ended March 31, 2021 and 2020, broken out by compensation and non-compensation expenses (unaudited).

    Three Months Ended March 31, 2021     Three Months Ended March 31, 2020  
(in thousands)   Compensation     Non-

Compensation
    Total     Compensation     Non-

Compensation
    Total  
Share-based compensation(1)   $ 33,428     $     $ 33,428     $ 13,188     $     $ 13,188  
Reorganization and integration costs(2)     2,207       2,289       4,496       105       (2 )     103  
Acquisition expenses(3)     716       2,101       2,817       1,132       2,445       3,577  
Business continuity plan(4)           72       72       96             96  
Office closures(5)           121       121                    
Other expenses           (15 )     (15 )           50       50  
Total adjustments to adjusted EBITDA   $ 36,351     $ 4,568     $ 40,919     $ 14,521     $ 2,493     $ 17,014  
                                                 
    Three Months Ended March 31, 2021     Three Months Ended March 31, 2020  
(in percentages)   Compensation     Non-

Compensation
    Total     Compensation     Non-

Compensation
    Total  
Share-based compensation(1)     28.0 %           28.0 %     11.5 %           11.5 %
Reorganization and integration costs(2)     1.9 %     1.9 %     3.8 %     0.1 %           0.1 %
Acquisition expenses(3)     0.6 %     1.7 %     2.3 %     1.0 %     2.1 %     3.1 %
Business continuity plan(4)           0.1 %     0.1 %     0.1 %           0.1 %
Office closures(5)           0.1 %     0.1 %                  
Other expenses                                    
Total adjustments to adjusted EBITDA margin %     30.5 %     3.8 %     34.3 %     12.7 %     2.1 %     14.8 %

(1)    “Share-based compensation” represents granted share-based compensation in the form of Class C Common Units (which are incentive units) of AssetMark Holdings LLC, our former parent company, and RSA, restricted stock unit, stock option, and stock appreciation right grants by us to certain of our directors and employees. Although this expense occurred in each measurement period, we have added the expense back in our calculation of adjusted EBITDA because of its noncash impact.
(2)    “Reorganization and integration costs” includes costs related to the departure of our former chief executive officer, our functional reorganization within our Operations, Technology and Retirement functions as well as duplicate costs related to the outsourcing of back-office operations functions. While we have incurred such expenses in all periods measured, these expenses serve varied reorganization and integration initiatives, each of which is non-recurring. We do not consider these expenses to be part of our core operations.
(3)    “Acquisition expenses” includes employee severance, transition and retention expenses, duplicative general and administrative expenses and other professional fees related to acquisitions.
(4)    “Business continuity plan” includes incremental compensation and other costs that are directly related to operations while transitioning to a remote workforce and other costs due to the COVID-19 pandemic.
(5)    “Office closures” represents one-time expenses related to closing facilities.


Adjusted Net Income

Adjusted net income represents net income before: (a) share-based compensation expense, (b) amortization of acquisition-related intangible assets, (c) acquisition and related integration expenses, (d) restructuring and conversion costs and (e) certain other expenses. Reconciled items are tax effected using the income tax rates in effect for the applicable period, adjusted for any potentially non-deductible amounts. We prepared adjusted net income to eliminate the effects of items that we do not consider indicative of our core operating performance. We have historically not used adjusted net income for internal management reporting and evaluation purposes; however, we believe that adjusted net income, viewed in addition to, and not in lieu of, our reported GAAP results, provides useful information to investors regarding our performance and overall results of operations for various reasons, including
the following:

  • non-cash equity grants made to employees at a certain price and point in time do not necessarily reflect how our business is performing at any particular time; as such, share-based compensation expense is not a key measure of our operating performance;
  • costs associated with acquisitions and related integrations, restructuring and conversions can vary from period to period and transaction to transaction; as such, expenses associated with these activities are not considered a key measure of our operating performance; and
  • amortization expense can vary substantially from company to company and from period to period depending upon each company’s financing and accounting methods, the fair value and average expected life of acquired intangible assets and the method by which assets were acquired; as such, the amortization of intangible assets obtained in acquisitions is not considered a key measure of our operating performance.

Adjusted net income does not purport to be an alternative to net income or cash flows from operating activities. The term adjusted net income is not defined under GAAP, and adjusted net income is not a measure of net income, operating income or any other performance or liquidity measure derived in accordance with GAAP. Therefore, adjusted net income has limitations as an analytical tool and should not be considered in isolation to, or as a substitute for, analysis of our results as reported under GAAP. Some of these limitations are:

  • adjusted net income does not reflect all cash expenditures, future requirements for capital expenditures or contractual commitments;
  • adjusted net income does not reflect changes in, or cash requirements for, working capital needs; and
  • other companies in the financial services industry may calculate adjusted net income differently than we do, limiting its usefulness as a comparative measure.

Set forth below is a reconciliation from net income, the most directly comparable GAAP financial measure, to adjusted net income for the three months ended March 31, 2021 and 2020 (unaudited).

    Three Months Ended March 31, 2021     Three Months Ended March 31, 2020  
(in thousands)   Compensation     Non-

Compensation
    Total     Compensation     Non-

Compensation
    Total  
Net income (loss)                   $ (8,916 )                   $ 2,736  
Acquisition-related amortization(1)   $     $ 5,108       5,108     $     $ 5,108       5,108  
Expense adjustments(2)     2,922       4,568       7,490       1,332       2,493       3,825  
Share-based compensation     33,428             33,428       13,188             13,188  
Tax effect of adjustments(3)     (687 )     (14,250 )     (14,937 )     (346 )     (6,804 )     (7,150 )
Adjusted net income   $ 35,663     $ (4,574 )   $ 22,173     $ 14,174     $ 797     $ 17,707  

(1)    Relates to intangible assets established in connection with HTSC’s acquisition of our Company in 2016.
(2)    Consists of the adjustments to EBITDA listed in the adjusted EBITDA reconciliation table above other than share-based compensation.
(3)    Reflects the tax impact of expense adjustments and acquisition-related amortization.

Contacts

Investors:

Taylor J. Hamilton, CFA
Head of Investor Relations
[email protected]

Media: 

Oliver Hays
MSR Communications for AssetMark, Inc.
[email protected]

SOURCE: AssetMark Financial Holdings, Inc.



Cohen & Company Sets Release Date for First Quarter 2021 Financial Results

PHILADELPHIA and NEW YORK, May 04, 2021 (GLOBE NEWSWIRE) — Cohen & Company Inc. (NYSE American: COHN) will release its financial results for the first quarter 2021 on Thursday, May 6, 2021. The Company will host a conference call at 11:00 a.m. Eastern Time (ET) that morning to discuss these results.

The conference call will be available via webcast. Interested parties can access the webcast by clicking the webcast link on the Company’s homepage at www.cohenandcompany.com. Those wishing to listen to the conference call with operator assistance can dial (877) 686-9573 (domestic) or (706) 643-6983 (international), with participant pass code 3559203, or request the Cohen & Company earnings call. A replay of the call will be available for one week following the call by dialing (800) 585-8367 or (404) 537-3406, participant pass code 3559203.

About Cohen & Company

Cohen & Company is a financial services company specializing in fixed income markets and, more recently, in SPAC markets. It was founded in 1999 as an investment firm focused on small-cap banking institutions but has grown to provide an expanding range of capital markets and asset management services. Cohen & Company’s operating segments are Capital Markets, Asset Management, and Principal Investing. The Capital Markets segment consists of fixed income sales, trading, and matched book repo financing as well as new issue placements in corporate and securitized products, and advisory services, operating primarily through Cohen & Company’s subsidiaries, J.V.B. Financial Group, LLC in the United States and Cohen & Company Financial (Europe) Limited in Europe. The Asset Management segment manages assets through collateralized debt obligations, managed accounts, and investment funds. As of March 31, 2021, the Company managed approximately $2.4 billion in primarily fixed income assets in a variety of asset classes including US and European trust preferred securities, subordinated debt, and corporate loans. As of March 31, 2021, 67.7% of the Company’s assets under management were in collateralized debt obligations that Cohen & Company manages, which were all securitized prior to 2008. The Principal Investing segment is comprised primarily of investments the Company holds related to its SPAC franchise and other investments the Company has made for the purpose of earning an investment return rather than investments made to support its trading, matched book repo, or other capital markets business activity. For more information, please visit www.cohenandcompany.com.

Contact:

Investors – Media –
Cohen & Company Inc. Joele Frank, Wilkinson Brimmer Katcher
Joseph W. Pooler, Jr. Jim Golden or Andrew Squire
Executive Vice President and 212-355-4449
Chief Financial Officer [email protected] or [email protected]
215-701-8952  
[email protected]  

 



Columbus McKinnon Announces Closing of Public Offering and Full Exercise of Underwriters’ Option to Purchase Additional Shares

Columbus McKinnon Announces Closing of Public Offering and Full Exercise of Underwriters’ Option to Purchase Additional Shares

BUFFALO, N.Y.–(BUSINESS WIRE)–
Columbus McKinnon Corporation (Nasdaq: CMCO) (the “Company” or “Columbus McKinnon”), a leading designer and manufacturer of intelligent motion solutions for material handling, today announced the closing of its underwritten public offering of 4,312,500 shares of its common stock, which includes the full exercise of the underwriters’ option to purchase 562,500 additional shares of common stock, at a price of $48.00 per share. The gross proceeds to Columbus McKinnon from the offering, before deducting the underwriting discounts and commissions and other offering expenses, were approximately $207 million.

J.P. Morgan acted as lead book-running manager. Wells Fargo Securities and PNC Capital Markets LLC acted as additional joint book-running managers for the offering.

A registration statement on Form S-1 relating to these securities has been filed with the Securities and Exchange Commission and was declared effective on April 29, 2021. The offering was made only by means of a prospectus forming part of the effective registration statement relating to the offering. Copies of the final prospectus may be obtained from:

J.P. Morgan

c/o Broadridge Financial Solutions

1155 Long Island Avenue, Edgewood, New York, 11717

Telephone: 1-866-803-9204

Email: [email protected];

-OR-

Wells Fargo Securities

500 West 33rd Street, New York, New York 10001

Telephone: 1-800-326-5897

Facsimile: 1-212-214-5918

Email: [email protected]

Attention: Equity Syndicate Department

-OR-

PNC Capital Markets LLC

300 Fifth Ave, 10th Floor, Pittsburgh, Pennsylvania 15222

Telephone: 1-855-881-0697

Email: [email protected]

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

About Columbus McKinnon

Columbus McKinnon is a leading worldwide designer, manufacturer and marketer of intelligent motion solutions that efficiently and ergonomically move, lift, position, and secure materials. Key products include hoists, crane components, precision conveyor systems, actuators, rigging tools, light rail workstations, and digital power and motion control systems. The Company is focused on commercial and industrial applications that require the safety and quality provided by its superior design and engineering know-how.

Gregory P. Rustowicz

Vice President – Finance and Chief Financial Officer

Columbus McKinnon Corporation

716-689-5442

[email protected]

Investor Relations:

Deborah K. Pawlowski

Kei Advisors LLC

716-843-3908

[email protected]

KEYWORDS: United States North America New York

INDUSTRY KEYWORDS: Other Manufacturing Technology Construction & Property Engineering Other Technology Manufacturing Building Systems Electronic Design Automation Other Construction & Property

MEDIA:

Logo
Logo

Farmers & Merchants Bancorp, Inc. Announces Agreement to Acquire Perpetual Federal Savings Bank of Urbana, Ohio

ARCHBOLD, Ohio, May 04, 2021 (GLOBE NEWSWIRE) — Farmers & Merchants Bancorp, Inc. (“F&M”, “FMAO”, or the “Company”) (Nasdaq: FMAO), the holding company for Farmers & Merchants State Bank, announced today that they have signed an agreement and plan of reorganization and merger (the “Agreement”) whereby F&M will acquire Perpetual Federal Savings Bank (“PFSB”), in a stock and cash transaction. PFSB operates one full-service office in Urbana, Ohio. At March 31, 2021, PFSB reported $391 million in total assets, $326 million in loans, $305 million in deposits and $79 million in tangible equity.

Subject to the terms of the merger agreement, which has been approved by the Board of Directors of each company, PFSB shareholders will elect to receive either 1.7766 shares of FMAO stock or $41.20 per share in cash for each PFSB share owned, subject to adjustment based upon 1,833,999 shares of FMAO to be issued in the merger. At March 31, 2021, PFSB reported 2,470,032 shares of common stock outstanding. Based on FMAO’s closing share price as of May 3, 2021 of $24.22, the implied aggregate acquisition value equals $103.7 million.

PFSB expands F&M’s community banking franchise into the compelling Urbana, Columbus, Dayton, Springfield, Piqua, Tipp City, Troy and Sidney markets and supports significant fill-in potential between Findlay and Urbana. After the PFSB transaction, and including the recently closed acquisition of Ossian Financial Services, Inc., F&M will operate 19 offices, a drive-up facility and an LPO in Ohio, 12 offices and an LPO in Indiana, and an LPO in Michigan with total deposits of $2.129 billion, total loans of $1.730 billion, and total assets of $2.513 billion on a pro forma basis at March 31, 2021.

Lars Eller, President and CEO of F&M, stated, “The combination of PFSB and F&M creates immediate value for our shareholders, customers, and communities and I am excited to expand F&M’s community-oriented banking services to the Urbana, Columbus, Dayton, Springfield, Piqua, Tipp City, Troy and Sidney markets. This transaction is an excellent opportunity for PFSB to become part of a larger community banking organization that offers customers a wider range of financial services.”

“F&M has created a successful acquisition platform and PFSB represents F&M’s fourth acquisition over the past two years of banking and complementary financial services companies. F&M’s acquisition strategy, combined with a history of strong organic growth, have contributed to a 125% increase in total assets on a pro forma basis since 2018. On behalf of everyone at F&M, I am pleased to welcome PFSB’s customers and employees to the F&M family,” concluded Mr. Eller.

Michael R. Melvin, President and CEO of Perpetual Federal Savings Bank, stated, “With a shared community-oriented culture, F&M’s scale, diversity, and expertise enhances our service offerings. F&M has a history of completing successful acquisitions and provides PFSB with the necessary resources to pursue compelling growth opportunities throughout our markets. We are excited to join F&M.”

Excluding one-time transaction costs, F&M expects the transaction to be approximately 10.0% and 14.5% accretive to first- and second-year diluted earnings per share, respectively. Tangible book value per share will be diluted approximately 6.6% at closing including the impact of an estimated $5.0 million of combined pre-tax transaction costs. The tangible book value dilution is expected to be recovered in 3.9 years using the crossover method.

F&M is being advised by ProBank Austin and Shumaker, Loop & Kendrick, LLP. PFSB is being advised by Keefe Bruyette & Woods, A Stifel Company and Vorys, Sater, Seymour and Pease LLP.

Important Information for Investors and Shareholders:
This press release does not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any proxy vote or approval. The proposed Merger will be submitted to PFSB’s shareholders for their consideration. In connection with the proposed Merger, F&M will file with the SEC a Registration Statement on Form S-4 that will include a Proxy Statement for PFSB and a Prospectus of F&M, as well as other relevant documents concerning the proposed transaction. SHAREHOLDERS ARE URGED TO READ THE REGISTRATION STATEMENT AND THE CORRESPONDING PROXY STATEMENT-PROSPECTUS REGARDING THE MERGER WHEN THEY BECOME AVAILABLE, AS WELL AS ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC, TOGETHER WITH ALL AMENDMENTS OR SUPPLEMENTS TO THOSE DOCUMENTS, AS THEY WILL CONTAIN IMPORTANT INFORMATION.

Once filed, you may obtain a free copy of the Proxy Statement – Prospectus, when it becomes available, as well as other filings containing information about F&M and PFSB, at the SEC’s website (http://www.sec.gov). You may also obtain these documents, free of charge, by accessing F&M’s website (http://www.fm.bank) under the tab “About Us”, then to the heading “Investor Relations,” and finally under the link “SEC Filings and Documents”.

PFSB and its directors and executive officers may be deemed to be participants in the solicitation of proxies from the shareholders of PFSB in connection with the proposed Merger. Additional information regarding the interests of those participants and other persons who may be deemed participants in the transaction may be obtained by reading the Proxy Statement – Prospectus regarding the proposed Merger when it becomes available. Free copies of this document may be obtained as described in the preceding paragraph.

About Farmers & Merchants State Bank:

The Farmers & Merchants State Bank is a local independent community bank that has been serving Northwest Ohio and Northeast Indiana since 1897. The Farmers & Merchants State Bank provides commercial banking, retail banking and other financial services. Our locations are in Fulton, Defiance, Hancock, Henry, Lucas, Williams, and Wood counties in Northwest Ohio. In Northeast Indiana, we have offices located in Adams, Allen, DeKalb, Jay, and Steuben counties.

About Perpetual Federal Savings Bank:

Perpetual Federal Savings Bank of Urbana (PFSB) provides financial products and services through its one office location in Urbana, Ohio. The majority of PSFB’s income is derived from mortgage loans secured by one- to four-family residential property, commercial and multi-family real estate loans and, to a lesser extent, construction or development loans, consumer loans, commercial business loans, as well as making other investments. PFSB accepts demand, savings, and time deposits.

Safe harbor statement

Farmers & Merchants Bancorp, Inc. (“F&M”) wishes to take advantage of the Safe Harbor provisions included in the Private Securities Litigation Reform Act of 1995. Statements by F&M, including management’s expectations and comments, may not be based on historical facts and are “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21B of the Securities Exchange Act of 1934, as amended. Actual results could vary materially depending on risks and uncertainties inherent in general and local banking conditions, competitive factors specific to markets in which F&M and its subsidiaries operate, future interest rate levels, legislative and regulatory decisions, capital market conditions, or the effects of the COVID-19 pandemic, and its impacts on our credit quality and business operations, as well as its impact on general economic and financial market conditions. F&M assumes no responsibility to update this information. For more details, please refer to F&M’s SEC filing, including its most recent Annual Report on Form 10-K and quarterly reports on Form 10-Q. Such filings can be viewed at the SEC’s website, www.sec.gov or through F&M’s website www.fm.bank.

Farmers & Merchants Contacts  
Company Contact: Investor and Media Contact:
Lars B. Eller Andrew M. Berger
President and Chief Executive Officer Managing Director
Farmers & Merchants Bancorp, Inc. SM Berger & Company, Inc.
(419) 446-2501 (216) 464-6400
[email protected] [email protected]
   
Perpetual Federal Savings Bank Contacts  
Michael R. Melvin  
President and Chief Executive Officer  
Perpetual Federal Savings Bank  
(937) 653-1700  
[email protected]  



InspireMD to Report First Quarter 2021 Financial Results on Tuesday, May 11, 2021 and Provide Corporate Update

Earnings conference call to be held Tuesday, May 11, 2021 at 8:30 a.m. ET

TEL AVIV, Israel, May 04, 2021 (GLOBE NEWSWIRE) — InspireMD, Inc. (NYSE American: NSPR) (“InspireMD” or the “Company”), the developer of the CGuard™ Embolic Prevention System (EPS) for the prevention of stroke caused by carotid artery disease (CAD), today announces it will report fiscal first quarter 2021 financial results on Tuesday, May 11, 2021 before the market opens.

Management will host a conference call on Tuesday, May 11, at 8:30 a.m. ET to review financial results and provide an update on corporate developments. Following management’s formal remarks, there will be a question-and-answer session.

Participants are asked to pre-register for the call through the following link: https://dpregister.com/sreg/10155884/e7e882ac64.

Please note that registered participants will receive their dial in number upon registration and will dial directly into the call without delay. Those without internet access or unable to pre-register may dial in by calling: 1-844-854-4417 (domestic), 1-412-317-5739 (international) or 1-80-9212373 (Israel). All callers should dial in approximately 10 minutes prior to the scheduled start time and ask to be joined into the InspireMD call.

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

Additionally, it will be broadcast live through the Company’s website via the following link: https://www.inspiremd.com/en/investors/investor-relations/.

A webcast replay of the call will be available approximately one hour after the end of the call through August 11, 2021 at the above links. A telephonic replay of the call will be available through May 25, 2021 and may be accessed by calling 1-877-344-7529 (domestic) or 1-412-317-0088 (international) and using access code 10155884.

About InspireMD, Inc.

InspireMD seeks to utilize its proprietary MicroNet® technology to make its products the industry standard for carotid stenting by providing outstanding acute results and durable, stroke-free, long-term outcomes.

InspireMD’s common stock is quoted on the NYSE American under the ticker symbol NSPR and certain warrants are quoted on the NYSE American under the ticker symbol NSPR.WS and NSPR.WSB.

Forward-looking Statements

This press release contains “forward-looking statements.” Such statements may be preceded by the words “intends,” “may,” “will,” “plans,” “expects,” “anticipates,” “projects,” “predicts,” “estimates,” “aims,” “believes,” “hopes,” “potential” or similar words. Forward-looking statements are not guarantees of future performance, are based on certain assumptions and are subject to various known and unknown risks and uncertainties, many of which are beyond the Company’s control, and cannot be predicted or quantified and consequently, actual results may differ materially from those expressed or implied by such forward-looking statements. Such risks and uncertainties include, without limitation, risks and uncertainties associated with (i) market acceptance of our existing and new products, (ii) negative clinical trial results or lengthy product delays in key markets, (iii) an inability to secure regulatory approvals for the sale of our products, (iv) intense competition in the medical device industry from much larger, multinational companies, (v) product liability claims, (vi) product malfunctions, (vii) our limited manufacturing capabilities and reliance on subcontractors for assistance, (viii) insufficient or inadequate reimbursement by governmental and other third party payers for our products, (ix) our efforts to successfully obtain and maintain intellectual property protection covering our products, which may not be successful, (x) legislative or regulatory reform of the healthcare system in both the U.S. and foreign jurisdictions, (xi) our reliance on single suppliers for certain product components, (xii) the fact that we will need to raise additional capital to meet our business requirements in the future and that such capital raising may be costly, dilutive or difficult to obtain and (xiii) the fact that we conduct business in multiple foreign jurisdictions, exposing us to foreign currency exchange rate fluctuations, logistical and communications challenges, burdens and costs of compliance with foreign laws and political and economic instability in each jurisdiction. More detailed information about the Company and the risk factors that may affect the realization of forward looking statements is set forth in the Company’s filings with the Securities and Exchange Commission (SEC), including the Company’s Annual Report on Form 10-K and its Quarterly Reports on Form 10-Q. Investors and security holders are urged to read these documents free of charge on the SEC’s web site at http://www.sec.gov. The Company assumes no obligation to publicly update or revise its forward-looking statements as a result of new information, future events or otherwise.

Investor Contacts:

Craig Shore
Chief Financial Officer
InspireMD, Inc.
888-776-6804
[email protected] 

CORE IR
[email protected]



Eagle Point Income Company Inc. Schedules Release of First Quarter 2021 Financial Results on Tuesday, May 18, 2021

Eagle Point Income Company Inc. Schedules Release of First Quarter 2021 Financial Results on Tuesday, May 18, 2021

GREENWICH, Conn.–(BUSINESS WIRE)–
Eagle Point Income Company Inc. (the “Company”) (NYSE:EIC) today announced that it plans to report financial results for the quarter ended March 31, 2021 prior to the opening of the financial markets on Tuesday, May 18, 2021.

The Company will discuss its financial results on a conference call on that day at 11:30 a.m. (Eastern Time). Thomas P. Majewski, Chairman and Chief Executive Officer, will host the call along with Kenneth P. Onorio, Chief Financial Officer.

All interested parties are welcome to participate in the conference call via one of the following methods:

PHONE:

 

Dial (877) 407-0789 (domestic) or (201) 689-8562 (international), and reference Conference ID 13719174. All participants are asked to dial-in to the conference call 10 to 15 minutes prior to the call so that their name and company information can be collected.

 

INTERNET:

Please go to the Investor Relations section of the Company’s website (www.eaglepointincome.com) at least 15 minutes prior to the call to register for the call and download and install any necessary audio software.

 

REPLAY:

An archived replay of the call will be made available shortly after the call on the Investor Relations section of the Company’s website, and will remain available for approximately 30 days. A replay will also be available following the end of the call through Friday, June 18, 2021, by telephone at (844) 512-2921 (toll-free) or (412) 317-6671 (international), replay pin number 13719174.

About Eagle Point Income Company

The Company is a non-diversified, closed-end management investment company. The Company’s primary investment objective is to generate high current income, with a secondary objective to generate capital appreciation, by investing primarily in junior debt tranches of CLOs. In addition, the Company may invest up to 20% of its total assets (at the time of investment) in CLO equity securities and related securities and instruments. The Company is externally managed and advised by Eagle Point Income Management LLC.

The Company makes certain unaudited portfolio information available each month on its website in addition to making certain other unaudited financial information available on its website (www.eaglepointincome.com). This information includes (1) an estimated range of the Company’s net investment income (“NII”) and realized capital gains or losses per share of common stock for each calendar quarter end, generally made available within the first fifteen days after the applicable calendar month end, (2) an estimated range of the Company’s net asset value (“NAV”) per share of common stock for the prior month end and certain additional portfolio-level information, generally made available within the first fifteen days after the applicable calendar month end, and (3) during the latter part of each month, an updated estimate of NAV, if applicable, and, with respect to each calendar quarter end, an updated estimate of the Company’s NII and realized capital gains or losses per share for the applicable quarter, if available.

FORWARD-LOOKING STATEMENTS

This press release may contain “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Statements other than statements of historical facts included in this press release may constitute forward-looking statements and are not guarantees of future performance or results and involve a number of risks and uncertainties. Actual results may differ materially from those in the forward-looking statements as a result of a number of factors, including those described in the prospectus and the Company’s other filings with the Securities and Exchange Commission. The Company undertakes no duty to update any forward-looking statement made herein. All forward-looking statements speak only as of the date of this press release.

Source: Eagle Point Income Company Inc.

Investor and Media Relations:

ICR

203-340-8510

[email protected]

www.eaglepointincome.com

KEYWORDS: United States North America Connecticut

INDUSTRY KEYWORDS: Banking Professional Services Finance

MEDIA:

Evolve Transition Infrastructure Announces Completion of Upstream Asset Divestitures and Provides Business Update Focused on Energy Transition

HOUSTON, May 04, 2021 (GLOBE NEWSWIRE) — Evolve Transition Infrastructure LP (NYSE American: SNMP) (“Evolve” or the “Partnership”) announced today that it has completed the sale of a majority of its remaining upstream assets.

The Partnership announced that on April 30, 2021, SEP Holdings IV, LLC, a wholly-owned subsidiary of the Partnership (“SEP IV”), entered into purchase agreements with two different buyers pursuant to which SEP IV agreed to sell wellbores and other associated assets located in Gonzales, Dewitt, Dimmit and Zavala Counties in South Texas, to such buyers for total consideration of approximately $14.4 million. The majority of the sales contemplated by the purchase agreements closed simultaneously with the execution of such purchase agreements and the net proceeds were utilized, in addition to cash on hand, to reduce Evolve’s debt outstanding to approximately $88 million. Upon the closing of the transactions, expected in the second quarter of 2021, the Partnership will have substantially exited the upstream business.

The upstream asset divestitures are reflective of Evolve’s previously announced business strategy shift to focus on the acquisition and development of infrastructure critical to the transition of energy supply to lower carbon sources, including sustainable aviation fuel, renewable diesel, and renewable natural gas. The transactions announced will provide capacity for Evolve’s management team to continue to implement the new energy transition infrastructure business, and also reflective of the Partnership’s successful execution on previously announced debt reduction initiatives. Since December 31, 2019, the Partnership has reduced its debt outstanding by $62.0 million, or 41 percent. Since December 31, 2020, the Partnership has made principal payments totaling $23.0 million.

On May 4, 2021, the Partnership also announced that on April 29, 2021, it received notice from NYSE American LLC (“NYSE American”) that the Partnership was not in compliance with the continued listing standards set forth in Section 1003(a)(ii) of the NYSE American Company Guide (the “Company Guide”). Section 1003(a)(ii) applies if a listed company has unitholders’ equity of less than U.S. $4.0 million and has reported losses from continuing operations and/or net losses in three of its four most recent fiscal years. The Partnership can regain compliance under Section 1003(a)(ii) of the Company Guide, as well as under Section 1003(a)(i), as previously disclosed, under the compliance plan approved by NYSE American on June 25, 2020, which granted the Partnership an extension for its continued listing until October 3, 2021. The Partnership is not required to submit an additional plan to NYSE American with respect to Section 1003(a)(ii) and receipt of the notice does not affect the Partnership’s business, operations, financial or liquidity condition, or reporting requirements with the Securities and Exchange Commission.

FORWARD-LOOKING STATEMENTS

This press release contains, and the officers and representatives of the Partnership and its general partner may from time to time make, statements that are considered “forward–looking statements” as defined by the SEC. These forward-looking statements are subject to a number of risks and uncertainties, many of which are beyond our control, which may include statements about our business strategy; our ability to successfully implement our new energy transition infrastructure business; the ability of our customers to meet their drilling and development plans on a timely basis, or at all, and perform under gathering, processing and other agreements; our financing strategy; our acquisition strategy; our ability to make distributions; our future operating results; the ability of our partners to perform under our joint ventures; our future capital expenditures; and our plans, objectives, expectations, forecasts, outlook and intentions. All of these types of statements, other than statements of historical fact included in this press release, are forward-looking statements. In some cases, forward-looking statements can be identified by terminology such as “may,” “could,” “should,” “expect,” “plan,” “project,” “intend,” “anticipate,” “believe,” “estimate,” “predict,” “potential,” “pursue,” “target,” “continue,” the negative of such terms or other comparable terminology.

The forward-looking statements contained in this press release are largely based on our expectations, which reflect estimates and assumptions made by the management of our general partner. These estimates and assumptions reflect our best judgment based on currently known market conditions and other factors. Although we believe such estimates and assumptions to be reasonable, they are inherently uncertain and involve a number of risks and uncertainties that are beyond our control. In addition, management’s assumptions about future events may prove to be inaccurate. Management cautions all readers that the forward-looking statements contained in this press release are not guarantees of future performance, and we cannot assure any reader that such statements will be realized or the forward-looking events and circumstances will occur. Actual results may differ materially from those anticipated or implied in forward-looking statements. Our Annual Report on Form 10-K for the year ended December 31, 2020, recent Current Reports on Form 8-K and other filings with the SEC discuss some of the important risk factors that may affect our business, results of operations, and financial condition and you are encouraged to read such filings. The forward-looking statements speak only as of the date made, and other than as required by law, we do not intend to publicly update or revise any forward-looking statements as a result of new information, future events or otherwise. These cautionary statements qualify all forward-looking statements attributable to us or persons acting on our behalf.

ABOUT EVOLVE TRANSITION INFRASTRUCTURE LP

Evolve Transition Infrastructure LP is a publicly-traded limited partnership focused on the acquisition, development and ownership of infrastructure critical to the transition of energy supply to lower carbon sources. We own natural gas gathering systems, pipelines and processing facilities in South Texas and continue to pursue energy transition infrastructure opportunities.

ADDITIONAL INFORMATION

Additional information about Evolve can be found in our documents on file with the SEC which are available on our website at www.evolvetransition.com and on the SEC’s website at www.sec.gov.

PARTNERSHIP CONTACT

Charles C. Ward
Chief Financial Officer
[email protected]
(713) 800-9477