Perion’s Strong and Sustained Momentum Continues, Reports 36% Year-over-Year Revenues Growth in the First Quarter of 2021

Perion’s Strong and Sustained Momentum Continues, Reports 36% Year-over-Year Revenues Growth in the First Quarter of 2021

Display and social advertising activity was main driver with 61% year-over-yearrevenues growth,

Company Increases Full-Year 2021 revenues guidance: midpoint represents 22% annual growth

TEL AVIV & NEW YORK–(BUSINESS WIRE)–
Perion Network Ltd. (NASDAQ: PERI), a global advertising technology company that delivers holistic solutions across the three main pillars of digital advertising – ad search, social media and display / video / CTV advertising – announced today its financial results for the first quarter ended March 31, 2021.

First Quarter 2021 Highlights

  • CTV solution served as a key factor for new customer acquisition and primary contributor to 11% increase in average deal size;
  • Average daily searches increased 45% year-over-year from 12.2 million in the first quarter of 2020 to a record 17.7 million this quarter;
  • Perion’s Actionable Performance Monitoring (APM) SaaS system for social advertisement has already been chosen by 7 new customers since launched in January 2021;
  • Net cash was $128.0 million compared to $52.0 million on December 31, 2020; and
  • Outstanding debt was fully repaid during the first quarter of 2021.

First Quarter 2021 Results Summary*

(In millions, except per share data)

 

Three months ended

 

 

March 31,

 

 

2021

 

2020

 

%

 

Display and Social Advertising revenues

$

38.1

 

$

23.7

 

+61%

 

Search Advertising and other revenues

$

51.7

 

$

42.3

 

+22%

 

Total Revenues

$

89.8

 

$

66.1

 

+36%

 

GAAP Net Income

$

3.3

 

$

1.3

 

+148%

 

Non-GAAP Net Income

$

7.0

 

$

5.0

 

+41%

 

Adjusted EBITDA

$

8.8

 

$

6.2

 

+41%

 

Net cash provided by operating activities

$

13.5

 

$

2.5

 

+440%

 

GAAP Diluted Earnings Per Share

$

0.09

 

$

0.05

 

+80%

 

Non-GAAP Diluted Earnings Per Share

$

0.19

 

$

0.17

 

+12%

 

 

 

 

 

 

 

 

 

 

* Reconciliation of GAAP to Non-GAAP measures follows.

Doron Gerstel, Perion’s CEO, commented, “Our diversified cross-channel offering and our unique capability to generate revenues from both the demand and supply sides of the open internet, were key factors to the accelerating revenues growth which began in 2020. Our strong momentum continued in the first quarter as we achieved a 36% increase in consolidated revenues, with Display and Social Advertising revenues increasing 61% year-over-year. Importantly, we achieved this while maintaining our strong profitability metrics and positive cash generation.”

Mr. Gerstel added “With continued momentum and strong adoption of our technology, we are raising our full-year revenues outlook to $400 million at the mid-point, representing second consecutive year with annual growth of more than 20%. We are also reaffirming our strategy to deliver substantial value to our stakeholders and achieving our 2023 goal of $500 million in annual revenues sooner than originally anticipated.”

Financial Comparison for the First Quarter of 2021

Revenues: Revenues increased by 36% (or 26% on a pro forma basis), from $66.1 million in the first quarter of 2020 to $89.8 million in the first quarter of 2021. This increase was primarily attributable to a 61% (or 32% on a pro forma basis), increase in Display and Social Advertising revenues, mainly from the CTV solution which served as a key driver to 11% higher average deal size, as well as accelerated growth in revenues from our Content Monetization solution which has been adopted by 3 new publishers during the first quarter of 2021. Search Advertising and other revenues increased by 22%, primarily due to a record 17.7 million of average daily monetizable search queries we delivered to Microsoft Bing compared to 12.2 million in the first quarter of 2020 and increased number of new publishers.

Customer Acquisition Costs (“CAC”): CAC in the first quarter of 2021 were $54.9 million, or 61% of revenues, compared to $36.1 million, or 55% of revenues, in the first quarter of 2020. The increase as a percentage of revenues is primarily due to the acquisition of Pub Ocean and product mix.

Net Income: On a GAAP basis, net income increased by 148% from $1.3 million in the first quarter of 2020 to $3.3 million in the first quarter of 2021.

Non-GAAP Net Income: In the first quarter of 2021, non-GAAP net income was $7.0 million, or 8% of revenues, compared to the $5.0 million, or 8% of revenues in the first quarter of 2020. A reconciliation of GAAP to non-GAAP net income is included in this press release.

Adjusted EBITDA: In the first quarter of 2021, Adjusted EBITDA was $8.8 million, or 10% of revenues, compared to $6.2 million, or 9% of revenues, in the first quarter of 2020. A reconciliation of GAAP Net Income to Adjusted EBITDA is included in this press release.

Cash and Cash Flow from Operations: As of March 31, 2021, cash and cash equivalents and short-term bank deposits were $128.0 million. Cash provided from operations in the first quarter of 2021 was $13.5 million, compared to $2.5 million in the first quarter of 2020. During the first quarter of 2021, Perion raised $61 million through a follow-on public offering.

Short-Term Debt, Long-term Debt and Convertible Debt: As of March 31, 2021, Perion has fully repaid all outstanding debt.

Outlook

Based on the strong first quarter and management’s outlook for the remainder of the year, Perion increases its full-year guidance. In 2021, management expects to generate revenues of $390 million to $410 million and Adjusted EBITDA of $39 million to $41 million, versus prior guidance of $370 million to $380 million and $37 million to $38 million, respectively.

Conference Call

Perion will host a conference call to discuss the results today, Tuesday, May 4, 2021 at 8:30 a.m. ET. Details are as follows:

  • Conference ID: 1398309
  • Dial-in number from within the United States: 1-800-289-0438
  • Dial-in number from Israel: 1809 212 883
  • Dial-in number (other international): 1-323-794-2423
  • Playback available until May 11, 2021 by calling 1-844-512-2921 (United States) or 1-412-317-6671 (international). Please use PIN code 1398309 for the replay.
  • Link to the live and archived webcast accessible at https://www.perion.com/investors/

About Perion Network Ltd.

Perion is a global technology company that delivers holistic strategic business solutions that enable brands and advertisers to efficiently “Capture and Convince” users across multiple platforms and channels, including interactive connected television – or iCTV. Perion achieves this through its Synchronized Digital Branding capabilities, which are focused on high impact creative; content monetization; its branded search network, in partnership with Microsoft Bing; and social media management that orchestrates and optimizes paid advertising. This diversification positions Perion for growth as budgets shift across categories.

Non-GAAP measures

Non-GAAP financial measures consist of GAAP financial measures adjusted to exclude share-based compensation expenses, retention and acquisition related expenses, revaluation of acquisition related contingent consideration, impairment of goodwill, amortization and impairment of acquired intangible assets and the related taxes thereon, non-recurring expenses, foreign exchange gains (losses) associated with ASC-842, as well as certain accounting entries under the business combination accounting rules that require us to recognize a legal performance obligation related to revenues arrangements of an acquired entity based on its fair value at the date of acquisition. Adjusted Earnings Before Interest, Taxes, Depreciation and Amortization (“Adjusted EBITDA”) is defined as operating income excluding stock-based compensation expenses, depreciation, restructuring costs, acquisition related items consisting of amortization of intangible assets and goodwill and intangible asset impairments, acquisition related expenses, gains and losses recognized on changes in the fair value of contingent consideration arrangements and certain accounting entries under the business combination accounting rules that require us to recognize a legal performance obligation related to revenues arrangements of an acquired entity based on its fair value at the date of acquisition.

The purpose of such adjustments is to give an indication of our performance exclusive of non-cash charges and other items that are considered by management to be outside of our core operating results. These non-GAAP measures are among the primary factors management uses in planning for and forecasting future periods. Furthermore, the non-GAAP measures are regularly used internally to understand, manage and evaluate our business and make operating decisions, and we believe that they are useful to investors as a consistent and comparable measure of the ongoing performance of our business. However, our non-GAAP financial measures are not meant to be considered in isolation or as a substitute for comparable GAAP measures, and should be read only in conjunction with our consolidated financial statements prepared in accordance with GAAP. Additionally, these non-GAAP financial measures may differ materially from the non-GAAP financial measures used by other companies. A reconciliation between results on a GAAP and non-GAAP basis is provided in the last table of this press release.

Forward Looking Statements

This press release contains historical information and forward-looking statements within the meaning of The Private Securities Litigation Reform Act of 1995 with respect to the business, financial condition and results of operations of Perion. The words “will,” “believe,” “expect,” “intend,” “plan,” “should” and similar expressions are intended to identify forward-looking statements. Such statements reflect the current views, assumptions and expectations of Perion with respect to future events and are subject to risks and uncertainties. Many factors could cause the actual results, performance or achievements of Perion to be materially different from any future results, performance or achievements that may be expressed or implied by such forward-looking statements, or financial information, including, among others, the failure to realize the anticipated benefits of companies and businesses we acquired and may acquire in the future, risks entailed in integrating the companies and businesses we acquire, including employee retention and customer acceptance; the risk that such transactions will divert management and other resources from the ongoing operations of the business or otherwise disrupt the conduct of those businesses, potential litigation associated with such transactions, and general risks associated with the business of Perion including intense and frequent changes in the markets in which the businesses operate and in general economic and business conditions, loss of key customers, unpredictable sales cycles, competitive pressures, market acceptance of new products, inability to meet efficiency and cost reduction objectives, changes in business strategy and various other factors, whether referenced or not referenced in this press release. Various other risks and uncertainties may affect Perion and its results of operations, as described in reports filed by Perion with the Securities and Exchange Commission from time to time, including its annual report on Form 20-F for the year ended December 31, 2020 filed with the SEC on March 25, 2021. Perion does not assume any obligation to update these forward-looking statements.

Three months ended

March 31,

2021

 

2020

(Unaudited)

(Unaudited)

 

Revenues:

Display and Social Advertising

$ 38,137

$ 23,733

Search Advertising and other

51,680

42,320

Total Revenues

89,817

66,053

 

Costs and Expenses:

Cost of revenues

5,436

5,766

Customer acquisition costs and media buy

54,860

36,138

Research and development

8,545

7,207

Selling and marketing

10,605

9,701

General and administrative

4,131

3,939

Depreciation and amortization

2,377

2,302

Total Costs and Expenses

85,954

65,053

 

Income from Operations

3,863

1,000

Financial income, net

193

8

Income before Taxes on income

4,056

1,008

Taxes on income (benefit)

750

(326)

Net Income

$ 3,306

$ 1,334

 

Net Earnings per Share

Basic

$ 0.10

$ 0.05

Diluted

$ 0.09

$ 0.05

 

Weighted average number of shares

Basic

32,147,176

26,287,515

Diluted

35,820,634

28,212,685

 

 

March 31,

 

December 31,

 

2021

 

2020

 

(Unaudited)

 

(Audited)

ASSETS

 

 

 

Current Assets:

 

 

 

Cash and cash equivalents

$ 71,999

 

$ 47,656

 

Restricted cash

1,222

 

1,222

 

Short-term bank deposits

56,000

 

12,700

 

Accounts receivable, net

55,644

 

81,221

 

Prepaid expenses and other current assets

5,906

 

4,560

Total Current Assets

190,771

 

147,359

 

 

 

 

Long-Term Assets:

 

 

 

 

Property and equipment, net

5,873

 

6,770

 

Operating lease right-of-use assets

18,907

 

20,266

 

Goodwill and intangible assets, net

175,337

 

176,679

 

Deferred taxes

6,840

 

7,111

 

Other assets

461

 

496

 

Total Long-Term Assets

207,418

 

211,322

Total Assets

$ 398,189

 

$ 358,681

 

 

 

 

LIABILITIES AND SHAREHOLDERS’ EQUITY

 

 

 

Current Liabilities:

 

 

 

Accounts payable

$ 60,684

 

$ 72,498

 

Accrued expenses and other liabilities

16,600

 

21,188

 

Short-term operating lease liability

4,358

 

4,514

 

Short-term loans and current maturities of long-term loans

 

8,333

 

Deferred revenues

5,125

 

5,711

 

Short-term payment obligation related to acquisitions

30,986

 

7,869

Total Current Liabilities

117,753

 

120,113

 

 

 

 

Long-Term Liabilities:

 

 

 

 

Payment obligation related to acquisition

6,810

 

30,035

 

Long-term operating lease liability

16,245

 

17,698

 

Other long-term liabilities

6,729

 

6,713

Total Long-Term Liabilities

29,784

 

54,446

Total Liabilities

147,537

 

174,559

 

 

 

 

Shareholders’ equity:

 

 

 

 

Ordinary shares

282

 

224

 

Additional paid-in capital

315,291

 

251,933

 

Treasury shares at cost

(1,002)

 

(1,002)

 

Accumulated other comprehensive gain

(80)

 

112

 

Accumulated deficit

(63,839)

 

(67,145)

Total Shareholders’ Equity

250,652

 

184,122

Total Liabilities and Shareholders’ Equity

$ 398,189

 

$ 358,681

 

 

 

 

 

 

 

Three months ended

 

March 31,

 

2021

 

2020

 

(Unaudited)

(Unaudited)

 

Cash flows from operating activities:

Net Income

$ 3,306

$ 1,334

Adjustments required to reconcile net income to net cash provided by operating activities:

Depreciation and amortization

2,377

2,302

Stock based compensation expense

755

1,100

Foreign currency translation

(120)

(29)

Accrued interest, net

(75)

Deferred taxes, net

236

(315)

Accrued severance pay, net

109

25

Net changes in operating assets and liabilities

6,883

(1,921)

Net cash provided by operating activities

$ 13,471

$ 2,496

 

Cash flows from investing activities:

Purchases of property and equipment

(144)

(71)

Short-term deposits, net

(43,300)

15,486

Cash paid in connection with acquisitions, net of cash acquired

(15,100)

Obligation in connection with acquisitions

5,777

Net cash provided by (used in) investing activities

$ (43,444)

$ 6,092

 

Cash flows from financing activities:

Issuance of shares in private placement, net

60,960

Exercise of stock options and restricted share units

1,701

1,557

Repayment of short-term loans

(8,333)

(2,083)

Net cash provided by (used in) financing activities

$ 54,328

$ (526)

 

Effect of exchange rate changes on cash and cash equivalents and restricted cash

(12)

(73)

Net increase in cash and cash equivalents and restricted cash

24,343

7,989

Cash and cash equivalents and restricted cash at beginning of period

48,878

39,605

Cash and cash equivalents and restricted cash at end of period

$ 73,221

$ 47,594

Three months ended

March 31,

2021

 

2020

(Unaudited)

 

GAAP Net Income

$ 3,306

$ 1,334

Share based compensation

755

1,100

Amortization of acquired intangible assets

1,342

1,065

Retention and other related to M&A related expenses

1,788

1,836

Foreign exchange income associated with ASC-842

(318)

(280)

Revaluation of acquisition related contingent consideration

169

Taxes on the above items

(51)

(90)

Non-GAAP Net Income

$ 6,991

$ 4,965

 
 

Non-GAAP Net Income

$ 6,991

$ 4,965

Taxes on income

801

(236)

Financial expense, net

(44)

272

Depreciation

1,035

1,237

Adjusted EBITDA

$ 8,783

$ 6,238

Non-GAAP diluted earnings per share

$ 0.19

$ 0.17

 

Shares used in computing non-GAAP diluted earnings per share

36,122,783

28,749,160

 

Perion Network Ltd.

Rami Rozen, VP of Investor Relations

+972 (52) 5694441

[email protected]

KEYWORDS: United States North America Israel Middle East New York

INDUSTRY KEYWORDS: Software Social Media Audio/Video Finance Advertising Communications Professional Services Technology

MEDIA:

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Holly Energy Partners, L.P. Reports First Quarter Results

Holly Energy Partners, L.P. Reports First Quarter Results

  • Reported net income attributable to HEP of $64.4 million or $0.61 per unit
  • Announced quarterly distribution of $0.35 per unit
  • Reported EBITDA of $96.2 million and Adjusted EBITDA of $87.9 million

DALLAS–(BUSINESS WIRE)–
Holly Energy Partners, L.P. (“HEP” or the “Partnership”) (NYSE: HEP) today reported financial results for the first quarter of 2021. Net income attributable to HEP for the first quarter was $64.4 million ($0.61 per basic and diluted limited partner unit), compared to $24.9 million ($0.24 per basic and diluted limited partner unit) for the first quarter of 2020.

The first quarter results reflect special items that collectively increased net income attributable to HEP by a total of $13.6 million. These items included a gain on sales-type leases of $24.7 million and a goodwill impairment charge of $11.0 million related to our Cheyenne assets. In addition, net income attributable to HEP for the first quarter of 2020 included a loss on early extinguishment of debt of $25.9 million. Excluding these items, net income attributable to HEP for both the first quarters of 2021 and 2020 was $50.8 million ($0.48 per basic and diluted limited partner unit).

Distributable cash flow was $73.2 million for the quarter, an increase of $2.5 million, or 3.5% compared to the first quarter of 2020. HEP declared a quarterly cash distribution of $0.35 per unit on April 22, 2021.

Commenting on our 2021 first quarter results, Michael Jennings, Chief Executive Officer, stated, “HEP delivered solid results for the quarter, underpinned by our long-term minimum volume commitment contracts across our asset base. During the quarter, refined product volumes improved and we are optimistic for continued improvement of refined product demand in our markets as we head into the summer driving season. Looking forward, we believe we are well positioned to continue reducing leverage after capital investments and distributions.”

Impact of COVID-19 on Our Business

Our business depends in large part on the demand for the various petroleum products we transport, terminal and store in the markets we serve. The impact of the COVID-19 pandemic on the global macroeconomy has created diminished demand, as well as lack of forward visibility, for refined products and crude oil transportation, and for the terminalling and storage services that we provide. Over the course of the last three quarters, demand for transportation fuels showed incremental improvement over the second quarter of 2020. We expect our customers will continue to adjust refinery production levels commensurate with market demand and ultimately expect demand to return to pre-COVID-19 levels. For additional details of the impact of COVID-19 on our business, please see our Form 10-Q for the quarter ended March 31, 2021.

First Quarter 2021 Revenue Highlights

Revenues for the first quarter were $127.2 million, a decrease of $0.7 million compared to the first quarter of 2020. The decrease was mainly due to a 9% reduction in overall crude and product pipeline volumes. Revenues did not decrease in proportion to the decrease in volumes mainly due to contractual minimum volume guarantees as well as the recognition in revenue of $6.5 million of the $10 million termination fee related to the termination of HFC’s existing minimum volume commitment on our Cheyenne assets.

  • Revenues from our refined product pipelines were $28.5 million, a decrease of $6.4 million compared to the first quarter of 2020. Shipments averaged 164.0 thousand barrels per day (“mbpd”) compared to 179.6 mbpd for the first quarter of 2020. The volume and revenue decreases were mainly due to lower volumes on pipelines servicing HFC’s Navajo refinery, Delek’s Big Spring refinery and our UNEV pipeline. Revenue also decreased due to a reclassification of certain pipeline income from revenue to interest income under sales-type lease accounting.
  • Revenues from our intermediate pipelines were $7.5 million, consistent with the first quarter of 2020. Shipments averaged 115.2 mbpd for the first quarter of 2021 compared to 142.1 mbpd for the first quarter of 2020. The decrease in volumes was mainly due to lower throughputs on our intermediate pipelines servicing HFC’s Navajo refinery while revenue remained relatively constant mainly due to contractual minimum volume guarantees.
  • Revenues from our crude pipelines were $30.5 million, an increase of $2.4 million compared to the first quarter of 2020, and shipments averaged 373.9 mbpd compared to 397.2 mbpd for the first quarter of 2020. The revenue increase was mainly attributable to higher volumes on our crude pipeline systems in Wyoming and Utah. Those volume increases were more than offset by decreased volumes on our crude pipeline systems in New Mexico and Texas. Revenues did not decrease in proportion to the decrease in volumes mainly due to contractual minimum volume guarantees.
  • Revenues from terminal, tankage and loading rack fees were $38.2 million, an increase of $0.7 million compared to the first quarter of 2020. Refined products and crude oil terminalled in the facilities averaged 369.0 mbpd compared to 475.7 mbpd for the first quarter of 2020. The volume decrease was mainly the result of lower throughputs at HFC’s Tulsa refinery as well as the cessation of petroleum refinery operations at HFC’s Cheyenne refinery. Revenues did not decrease in proportion to the decrease in volumes mainly due to the recognition of $6.5 million of the $10 million termination fee related to the termination of HFC’s existing minimum volume commitment on our Cheyenne assets and contractual minimum volume guarantees partially offset by lower on-going revenues on our Cheyenne assets as a result of the conversion of the HFC Cheyenne refinery to renewable diesel production.
  • Revenues from refinery processing units were $22.5 million, an increase of $2.6 million compared to the first quarter of 2020, and throughputs averaged 60.7 mbpd compared to 69.8 mbpd for the first quarter of 2020. The decrease in volumes was mainly due to reduced throughput for both our Woods Cross and El Dorado processing units largely as a result of extreme weather while revenue increased due to higher recovery of natural gas costs.

Operating Costs and Expenses Highlights

Operating costs and expenses were $80.4 million for the three months ended March 31, 2021, representing an increase of $18.8 million from the three months ended March 31, 2020. The increase was mainly due to the goodwill impairment charge related to our Cheyenne reporting unit and higher natural gas costs, partially offset by lower maintenance costs, materials and supplies, and property tax.

Interest expense was $13.2 million for the three months ended March 31, 2021, representing a decrease of $4.5 million over the same period of 2020. The decrease was mainly due to market interest rate decreases under our senior secured revolving credit facility and refinancing our $500 million aggregate principal amount of 6.0% senior notes due 2024 with $500 million aggregate principal amount of 5.0% senior notes due 2028.

We have scheduled a webcast conference call today at 4:00 PM Eastern Time to discuss financial results. This webcast may be accessed at:

https://event.on24.com/wcc/r/3079844/D06584BC4076CF9EE6D14C88ED60E588

An audio archive of this webcast will be available using the above noted link through May 18, 2021.

About Holly Energy Partners, L.P.

Holly Energy Partners, L.P., headquartered in Dallas, Texas, provides petroleum product and crude oil transportation, terminalling, storage and throughput services to the petroleum industry, including HollyFrontier Corporation (“HollyFrontier” or “HFC”) subsidiaries. The Partnership, through its subsidiaries and joint ventures, owns and/or operates petroleum product and crude pipelines, tankage and terminals in Texas, New Mexico, Washington, Idaho, Oklahoma, Utah, Nevada, Wyoming and Kansas, as well as refinery processing units in Utah and Kansas.

HollyFrontier Corporation, headquartered in Dallas, Texas, is an independent petroleum refiner and marketer that produces high value light products such as gasoline, diesel fuel, jet fuel and other specialty products. HollyFrontier owns and operates refineries located in Kansas, Oklahoma, New Mexico and Utah and markets its refined products principally in the Southwest U.S., the Rocky Mountains extending into the Pacific Northwest and in other neighboring Plains states. In addition, HollyFrontier produces base oils and other specialized lubricants in the U.S., Canada and the Netherlands, and exports products to more than 80 countries. HollyFrontier also owns a 57% limited partner interest and a non-economic general partner interest in Holly Energy Partners, L.P.

The statements in this press release relating to matters that are not historical facts are “forward-looking statements” within the meaning of the federal securities laws. Forward-looking statements use words such as “anticipate,” “project,” “expect,” “plan,” “goal,” “forecast,” “intend,” “should,” “would,” “could,” “believe,” “may,” and similar expressions and statements regarding our plans and objectives for future operations are intended to identify forward-looking statements. These statements are based on our beliefs and assumptions and those of our general partner using currently available information and expectations as of the date hereof, are not guarantees of future performance and involve certain risks and uncertainties. Our forward-looking statements are subject to a variety of risks, uncertainties and assumptions. Although we and our general partner believe that such expectations reflected in such forward-looking statements are reasonable, neither we nor our general partner can give any assurances that our expectations will prove to be correct. Therefore, actual outcomes and results could materially differ from what is expressed, implied or forecast in these statements. Any differences could be caused by a number of factors including, but not limited to:

  • the extraordinary market environment and effects of the COVID-19 pandemic, including a significant decline in demand for refined petroleum products in markets we serve;
  • risks and uncertainties with respect to the actual quantities of petroleum products and crude oil shipped on our pipelines and/or terminalled, stored or throughput in our terminals and refinery processing units;
  • the economic viability of HollyFrontier, our other customers and our joint ventures’ other customers, including any refusal or inability of our or our joint ventures’ customers or counterparties to perform their obligations under their contracts;
  • the demand for refined petroleum products in the markets we serve;
  • our ability to purchase and integrate future acquired operations;
  • our ability to complete previously announced or contemplated acquisitions;
  • the availability and cost of additional debt and equity financing;
  • the possibility of temporary or permanent reductions in production or shutdowns at refineries utilizing our pipelines, terminal facilities and refinery processing units, due to reasons such as infection in the workforce, in response to reductions in demand or lower gross margins due to the economic impact of the COVID-19 pandemic, and any potential asset impairments resulting from such actions;
  • the effects of current and future government regulations and policies, including the effects of current and future restrictions on various commercial and economic activities in response to the COVID-19 pandemic;
  • delay by government authorities in issuing permits necessary for our business or our capital projects;
  • our and our joint venture partners’ ability to complete and maintain operational efficiency in carrying out routine operations and capital construction projects;
  • the possibility of terrorist or cyberattacks and the consequences of any such attacks;
  • general economic conditions, including uncertainty regarding the timing, pace and extent of an economic recovery in the United States;
  • the impact of recent or proposed changes in the tax laws and regulations that affect master limited partnerships; and
  • other financial, operational and legal risks and uncertainties detailed from time to time in our Securities and Exchange Commission filings.

The forward-looking statements speak only as of the date made and, other than as required by law, we undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

RESULTS OF OPERATIONS (Unaudited)

Income, Distributable Cash Flow and Volumes

The following tables present income, distributable cash flow and volume information for the three months ended March 31, 2021 and 2020.

 

Three Months Ended March 31,

 

Change from

 

2021

 

2020

 

2020

 

(In thousands, except per unit data)

Revenues

 

 

 

 

 

Pipelines:

 

 

 

 

 

Affiliates – refined product pipelines

$

18,606

 

 

 

$

20,083

 

 

 

$

(1,477

)

 

Affiliates – intermediate pipelines

7,506

 

 

 

7,474

 

 

 

32

 

 

Affiliates – crude pipelines

19,454

 

 

 

20,393

 

 

 

(939

)

 

 

45,566

 

 

 

47,950

 

 

 

(2,384

)

 

Third parties – refined product pipelines

9,863

 

 

 

14,798

 

 

 

(4,935

)

 

Third parties – crude pipelines

11,076

 

 

 

7,724

 

 

 

3,352

 

 

 

66,505

 

 

 

70,472

 

 

 

(3,967

)

 

Terminals, tanks and loading racks:

 

 

 

 

 

Affiliates

33,864

 

 

 

33,594

 

 

 

270

 

 

Third parties

4,318

 

 

 

3,904

 

 

 

414

 

 

 

38,182

 

 

 

37,498

 

 

 

684

 

 

 

 

 

 

 

 

Refinery processing units – Affiliates

22,496

 

 

 

19,884

 

 

 

2,612

 

 

 

 

 

 

 

 

Total revenues

127,183

 

 

 

127,854

 

 

 

(671

)

 

Operating costs and expenses

 

 

 

 

 

Operations

41,365

 

 

 

34,981

 

 

 

6,384

 

 

Depreciation and amortization

25,065

 

 

 

23,978

 

 

 

1,087

 

 

General and administrative

2,968

 

 

 

2,702

 

 

 

266

 

 

Goodwill impairment

11,034

 

 

 

 

 

 

11,034

 

 

 

80,432

 

 

 

61,661

 

 

 

18,771

 

 

Operating income

46,751

 

 

 

66,193

 

 

 

(19,442

)

 

 

 

 

 

 

 

Equity in earnings of equity method investments

1,763

 

 

 

1,714

 

 

 

49

 

 

Interest expense, including amortization

(13,240

)

 

 

(17,767

)

 

 

4,527

 

 

Interest income

6,548

 

 

 

2,218

 

 

 

4,330

 

 

Loss on early extinguishment of debt

 

 

 

(25,915

)

 

 

25,915

 

 

Gain on sales-type leases

 

24,650

 

 

 

 

 

 

24,650

 

 

Other income

502

 

 

 

506

 

 

 

(4

)

 

 

20,223

 

 

 

(39,244

)

 

 

59,467

 

 

Income before income taxes

66,974

 

 

 

26,949

 

 

 

40,025

 

 

State income tax benefit (expense)

(37

)

 

 

(37

)

 

 

 

 

Net income

66,937

 

 

 

26,912

 

 

 

40,025

 

 

Allocation of net income attributable to noncontrolling interests

(2,540

)

 

 

(2,051

)

 

 

(489

)

 

Net income attributable to Holly Energy Partners

$

64,397

 

 

 

$

24,861

 

 

 

$

39,536

 

 

Limited partners’ earnings per unit – basic and diluted

$

0.61

 

 

 

$

0.24

 

 

 

$

0.37

 

 

Weighted average limited partners’ units outstanding

105,440

 

 

 

105,440

 

 

 

 

 

EBITDA(1)

$

96,191

 

 

 

$

64,425

 

 

 

$

31,766

 

 

Adjusted EBITDA(1)

$

87,936

 

 

 

$

91,109

 

 

 

$

(3,173

)

 

Distributable cash flow(2)

$

73,218

 

 

 

$

70,708

 

 

 

$

2,510

 

 

Volumes (bpd)

 

 

 

 

 

 

 

 

Pipelines:

 

 

 

 

 

 

 

 

Affiliates – refined product pipelines

 

119,590

 

 

 

129,966

 

 

 

(10,376)

 

Affiliates – intermediate pipelines

 

115,225

 

 

 

142,112

 

 

 

(26,887)

 

Affiliates – crude pipelines

 

250,647

 

 

 

305,031

 

 

 

(54,384)

 

 

 

485,462

 

 

 

577,109

 

 

 

(91,647)

 

Third parties – refined product pipelines

 

44,428

 

 

 

49,637

 

 

 

(5,209)

 

Third parties – crude pipelines

 

123,232

 

 

 

92,203

 

 

 

31,029

 

 

 

653,122

 

 

 

718,949

 

 

 

(65,827)

 

Terminals and loading racks:

 

 

 

 

 

 

 

 

Affiliates

 

323,286

 

 

 

429,730

 

 

 

(106,444)

 

Third parties

 

45,753

 

 

 

45,945

 

 

 

(192)

 

 

 

369,039

 

 

 

475,675

 

 

 

(106,636)

 

 

 

 

 

 

 

 

 

 

Refinery processing units – Affiliates

 

60,699

 

 

 

69,795

 

 

 

(9,096)

 

 

 

 

 

 

 

 

 

 

Total for pipelines and terminal assets (bpd)

 

1,082,860

 

 

 

1,264,419

 

 

 

(181,559)

 

 

(1) 

Earnings before interest, taxes, depreciation and amortization (“EBITDA”) is calculated as net income attributable to Holly Energy Partners plus (i) interest expense, net of interest income, (ii) state income tax and (iii) depreciation and amortization. Adjusted EBITDA is calculated as EBITDA plus (i) loss on early extinguishment of debt, (ii) goodwill impairment and (iii) pipeline tariffs not included in revenues due to impacts from lease accounting for certain pipeline tariffs minus (iv) gain on sales-type leases, and (v) pipeline lease payments not included in operating costs and expenses. Portions of our minimum guaranteed pipeline tariffs for assets subject to sales-type lease accounting are recorded as interest income with the remaining amounts recorded as a reduction in net investment in leases. These pipeline tariffs were previously recorded as revenues prior to the renewal of the throughput agreement, which triggered sales-type lease accounting. Similarly, certain pipeline lease payments were previously recorded as operating costs and expenses, but the underlying lease was reclassified from an operating lease to a financing lease, and these payments are now recorded as interest expense and reductions in the lease liability. EBITDA and Adjusted EBITDA are not calculations based upon generally accepted accounting principles (“GAAP”). However, the amounts included in the EBITDA and Adjusted EBITDA calculations are derived from amounts included in our consolidated financial statements. EBITDA and Adjusted EBITDA should not be considered as alternatives to net income attributable to Holly Energy Partners or operating income, as indications of our operating performance or as alternatives to operating cash flow as a measure of liquidity. EBITDA and Adjusted EBITDA are not necessarily comparable to similarly titled measures of other companies. EBITDA and Adjusted EBITDA are presented here because they are widely used financial indicators used by investors and analysts to measure performance. EBITDA and Adjusted EBITDA are also used by our management for internal analysis and as a basis for compliance with financial covenants.

 Set forth below is our calculation of EBITDA and Adjusted EBITDA.

 

 

Three Months Ended March 31,

 

 

2021

 

2020

 

 

(In thousands)

Net income attributable to Holly Energy Partners

 

$

64,397

 

 

 

$

24,861

 

 

Add (subtract):

 

 

 

 

Interest expense

 

13,240

 

 

 

17,767

 

 

Interest Income

 

(6,548

)

 

 

(2,218

)

 

State income tax (benefit) expense

 

37

 

 

 

37

 

 

Depreciation and amortization

 

25,065

 

 

 

23,978

 

 

EBITDA

 

96,191

 

 

 

64,425

 

 

Loss on early extinguishment of debt

 

 

 

 

25,915

 

 

Gain on sales-type leases

 

(24,650

)

 

 

 

 

Goodwill impairment

 

11,034

 

 

 

 

 

Pipeline tariffs not included in revenues

 

6,967

 

 

 

2,375

 

 

Lease payments not included in operating costs

 

(1,606

)

 

 

(1,606

)

 

Adjusted EBITDA

 

$

87,936

 

 

 

$

91,109

 

 

(2) 

Distributable cash flow is not a calculation based upon GAAP. However, the amounts included in the calculation are derived from amounts presented in our consolidated financial statements, with the general exception of maintenance capital expenditures. Distributable cash flow should not be considered in isolation or as an alternative to net income attributable to Holly Energy Partners or operating income, as an indication of our operating performance, or as an alternative to operating cash flow as a measure of liquidity. Distributable cash flow is not necessarily comparable to similarly titled measures of other companies. Distributable cash flow is presented here because it is a widely accepted financial indicator used by investors to compare partnership performance.  It is also used by management for internal analysis and our performance units. We believe that this measure provides investors an enhanced perspective of the operating performance of our assets and the cash our business is generating.

Set forth below is our calculation of distributable cash flow.

 

 

Three Months Ended March 31,

 

 

2021

 

2020

 

 

(In thousands)

Net income attributable to Holly Energy Partners

 

$

64,397

 

 

 

$

24,861

 

 

Add (subtract):

 

 

 

 

Depreciation and amortization

 

25,065

 

 

 

23,978

 

 

Amortization of discount and deferred debt charges

 

844

 

 

 

799

 

 

Loss on early extinguishment of debt

 

 

 

 

25,915

 

 

Customer billings greater than revenue recognized

 

3,394

 

 

 

264

 

 

Maintenance capital expenditures (3)

 

(1,372

)

 

 

(2,487

)

 

Increase (decrease) in environmental liability

 

(156

)

 

 

1

 

 

Decrease in reimbursable deferred revenue

 

(4,014

)

 

 

(2,800

)

 

Gain on sales-type leases

 

(24,650

)

 

 

 

 

Goodwill impairment

 

11,034

 

 

 

 

 

Other

 

(1,324

)

 

 

177

 

 

Distributable cash flow

 

$

73,218

 

 

 

$

70,708

 

 

(2) 

Maintenance capital expenditures are capital expenditures made to replace partially or fully depreciated assets in order to maintain the existing operating capacity of our assets and to extend their useful lives. Maintenance capital expenditures include expenditures required to maintain equipment reliability, tankage and pipeline integrity, safety and to address environmental regulations.

Set forth below is certain balance sheet data.

 

 

March 31,

 

December 31,

 

 

2021

 

2020

 

 

(In thousands)

Balance Sheet Data

 

 

 

 

Cash and cash equivalents

 

$

19,753

 

 

$

21,990

 

Working capital

 

$

20,275

 

 

$

14,247

 

Total assets

 

$

2,170,526

 

 

$

2,167,565

 

Long-term debt

 

$

1,388,335

 

 

$

1,405,603

 

Partners’ equity

 

$

405,976

 

 

$

379,292

 

 

John Harrison, Senior Vice President and

Chief Financial Officer and Treasurer

Craig Biery, Vice President, Investor Relations

Holly Energy Partners, L.P.

214-954-6511

KEYWORDS: United States North America Texas

INDUSTRY KEYWORDS: Oil/Gas Energy

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New AbCellera-Discovered Antibody that Neutralizes Viral Variants of COVID-19, LY-CoV1404, Enters Clinical Trials

New AbCellera-Discovered Antibody that Neutralizes Viral Variants of COVID-19, LY-CoV1404, Enters Clinical Trials

–        New preclinical data show that LY-CoV1404 binds and neutralizes all currently known circulating SARS-CoV-2 variants of concern

–        LY-CoV1404 binds to a rarely mutated region of the SARS-CoV-2 spike protein, suggesting effectiveness against emerging variants

–        LY-CoV1404 neutralizes authentic SARS-CoV-2 with high potency in vitro

–        LY-CoV1404 enters clinical trials as part of Lilly’s BLAZE-4 study in patients with mild-to-moderate COVID-19 illness

VANCOUVER, British Columbia–(BUSINESS WIRE)–AbCellera (Nasdaq: ABCL) today announced that a second antibody from its collaboration with Eli Lilly and Company (Lilly), LY-CoV1404, has entered clinical trials in patients with mild-to-moderate COVID-19. Lilly has expanded its ongoing BLAZE-4 trials to evaluate LY-CoV1404 alone and together with other monoclonal antibodies.

This press release features multimedia. View the full release here: https://www.businesswire.com/news/home/20210504005494/en/

Top: Side view of a model of LY-COV1404 Fabs (target-binding fragments of the antibody, green) bound to SARS-CoV-2 spike protein (grey) mapped with key mutations from all six variants of concern (red). Bottom: Top views of a model of LY-CoV1404 Fabs (target-binding fragments of the antibody, green) bound to SARS-CoV-2 spike protein (grey) mapped with key mutations of each variant of concern (red). (Photo: AbCellera)

Top: Side view of a model of LY-COV1404 Fabs (target-binding fragments of the antibody, green) bound to SARS-CoV-2 spike protein (grey) mapped with key mutations from all six variants of concern (red). Bottom: Top views of a model of LY-CoV1404 Fabs (target-binding fragments of the antibody, green) bound to SARS-CoV-2 spike protein (grey) mapped with key mutations of each variant of concern (red). (Photo: AbCellera)

In support of this clinical study, AbCellera released preclinical data showing LY-CoV1404 binds to a rarely mutated region of the SARS-CoV-2 spike protein and neutralizes all currently known variants of concern, including those first identified in the UK (B.1.1.7), South Africa (B.1.351), Brazil (P.1), California (B.1.426 and B.1.429), and New York (B.1.526). LY-CoV1404 is highly potent, which could have implications for reducing the amount of antibody necessary for clinical dosing, and potentially enabling a subcutaneous route of administration for either treatment or prophylaxis of COVID-19.

“When we first mobilized against COVID-19 in March of last year, we made a decision to develop a single antibody, emphasizing speed and scalability so that we could help as many patients as possible, as quickly as possible. That antibody, bamlanivimab (LY-CoV555), was the first to receive FDA Emergency Use Authorization and has treated more patients than any other neutralizing antibody – preventing more than 22,000 hospitalizations and 11,000 deaths in the U.S. alone,” said Carl Hansen, Ph.D., CEO of AbCellera. “Knowing that additional neutralizing antibodies would be needed to combat emerging variants, we continued to screen patient samples, and identified LY-CoV1404. Our analysis of LY-CoV1404 shows that it is exceptionally potent and neutralizes currently known variants of concern. We are encouraged by the potential of LY-CoV1404 to provide a long-term complement to vaccines in the likely event that COVID-19 becomes endemic. Our partner Lilly, who has been a leader in rapidly developing, testing, and globally supplying COVID-19 antibody treatments, has advanced LY-CoV1404 into the clinic as part of its ongoing BLAZE-4 trial.”

LY-CoV1404 is developed from a fully human monoclonal antibody identified from a blood sample obtained approximately 60 days after symptom onset from a convalescent COVID-19 patient. Preclinical data show LY-CoV1404 potently neutralizes SARS-CoV-2 and all current variants identified and reported to be of concern in this pandemic. LY-CoV1404 blocks viral binding to ACE2 by targeting a highly conserved epitope on the SARS-CoV-2 spike glycoprotein receptor binding domain (RBD), providing a strong, well-documented mechanism for the potent neutralizing activity. Furthermore, LY-CoV1404 is substantially more potent in viral neutralization assays compared to other broadly neutralizing antibodies.

“The ability of SARS-CoV-2 variants to negatively alter the trajectory of the pandemic emphasizes the essential need for antibody therapies that can be developed in real time to combat the virus as it evolves,” said Bo Barnhart, Ph.D., Scientific Director at AbCellera. “LY-CoV1404’s powerful neutralization of SARS-CoV-2 allows for exploration of lower clinical doses, which may support subcutaneous administration and availability of more doses to treat patients around the world.”

LY-CoV1404 uniquely binds a conserved region of the SARS-CoV-2 RBD that is distinct from other neutralizing antibodies. While the LY-CoV1404 binding epitope includes amino acid residues N501 and N439, LY-CoV1404 neutralizes B.1.1.7 and B.1.351, which both carry the N501Y mutation, as potently as wild type virus in pseudovirus assays and retains full functional neutralization against pseudovirus with the N439K mutant. An in-depth assessment of mutations that could inhibit neutralization of LY-CoV1404 identified two specific amino acid positions that are very rarely mutated in the general population (0.027%), as reported in the GISAID database as of April 2021. The potent activity of LY-CoV1404 against the currently known variants of concern and against pseudoviruses carrying various single amino acid mutations suggests that LY-CoV1404 binds to an epitope that is highly conserved across all SARS-CoV-2 isolates that have been collected worldwide.

“Since the identification of bamlanivimab in our first response, we have continued our efforts to build a panel of well-characterized antibodies that have the potential to be deployed rapidly to address emerging variants,” said Ester Falconer, Ph.D., Chief Technology Officer at AbCellera. “This strategy and the ability of our tech stack to deeply search and efficiently analyze human immune responses to COVID-19 enabled the discovery of LY-CoV1404. The high neutralization potency of LY-CoV1404 to known SARS-CoV-2 variants and a variety of single amino acid mutations that have been shown to diminish the activity of several other neutralizing antibodies, supports the therapeutic potential of LY-CoV1404 to address current and emerging variants and reduce COVID-19-related illness and death.”

The preclinical data for LY-CoV1404 can be found at https://doi.org/10.1101/2021.04.30.442182.

About AbCellera’s Response to COVID-19

AbCellera initially mobilized its pandemic response platform against COVID-19 in March of 2020, resulting in the discovery of bamlanivimab, the first monoclonal antibody therapy for COVID-19 to reach human testing and to be authorized for emergency use by the U.S. FDA. Bamlanivimab alone and together with other antibodies has treated hundreds of thousands of patients, preventing COVID-19-related hospitalizations and death.  Bamlanivimab alone and together with other antibodies has been authorized under emergency/special use pathways by more than 15 countries worldwide. In the U.S., bamlanivimab is currently only authorized for emergency use with etesevimab.

AbCellera’s ongoing efforts to respond to the COVID-19 pandemic have identified thousands of unique anti-SARS-CoV-2 human antibodies. These include bamlanivimab, LY-CoV1404, and other antibodies that are in various stages of testing by AbCellera and its partners.

AbCellera’s pandemic response capabilities were developed over the past three years as part of the Defense Advanced Research Projects Agency (DARPA) Pandemic Prevention Platform (P3) program. The goal of the P3 program is to establish a robust technology platform for pandemic response capable of developing field-ready medical countermeasures within 60 days of isolation of an unknown viral pathogen.

About AbCellera Biologics Inc.

AbCellera is a technology company that searches, decodes, and analyzes natural immune systems to find antibodies that its partners can develop into drugs to prevent and treat disease. AbCellera partners with drug developers of all sizes, from large pharmaceutical to small biotechnology companies, empowering them to move quickly, reduce cost, and tackle the toughest problems in drug development. For more information, visit www.abcellera.com.

AbCellera Forward-looking Statements

This press release contains forward-looking statements, including statements made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. The forward-looking statements are based on management’s beliefs and assumptions and on information currently available to management. All statements contained in this release other than statements of historical fact are forward-looking statements, including statements regarding our ability to develop, commercialize and achieve market acceptance of our current and planned products and services, our research and development efforts, and other matters regarding our business strategies, use of capital, results of operations and financial position, and plans and objectives for future operations.

In some cases, you can identify forward-looking statements by the words “may,” “will,” “could,” “would,” “should,” “expect,” “intend,” “plan,” “anticipate,” “believe,” “estimate,” “predict,” “project,” “potential,” “continue,” “ongoing” or the negative of these terms or other comparable terminology, although not all forward-looking statements contain these words. These statements involve risks, uncertainties and other factors that may cause actual results, levels of activity, performance, or achievements to be materially different from the information expressed or implied by these forward-looking statements. These risks, uncertainties and other factors are described under “Risk Factors,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and elsewhere in the documents we file with the Securities and Exchange Commission from time to time. We caution you that forward-looking statements are based on a combination of facts and factors currently known by us and our projections of the future, about which we cannot be certain. As a result, the forward-looking statements may not prove to be accurate. The forward-looking statements in this press release represent our views as of the date hereof. We undertake no obligation to update any forward-looking statements for any reason, except as required by law.

Source: AbCellera Biologics Inc.

Media: Jessica Yingling, Ph.D.; [email protected], +1(236)521-6774

Business Development: Kevin Heyries, Ph.D.; [email protected], +1(604)559-9005

Investor Relations: Melanie Solomon; [email protected], +1(778)729-9116

KEYWORDS: North America Canada

INDUSTRY KEYWORDS: Biotechnology Infectious Diseases Health Pharmaceutical Clinical Trials

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Top: Side view of a model of LY-COV1404 Fabs (target-binding fragments of the antibody, green) bound to SARS-CoV-2 spike protein (grey) mapped with key mutations from all six variants of concern (red). Bottom: Top views of a model of LY-CoV1404 Fabs (target-binding fragments of the antibody, green) bound to SARS-CoV-2 spike protein (grey) mapped with key mutations of each variant of concern (red). (Photo: AbCellera)

Henry Schein Reports Record First-Quarter 2021 Financial Results from Continuing Operations

Henry Schein Reports Record First-Quarter 2021 Financial Results from Continuing Operations

  • Total net sales of $2.9 billion up 20.4% versus prior year
  • GAAP diluted EPS from continuing operations of $1.16 versus prior-year GAAP diluted EPS from continuing operations of $0.91
  • Non-GAAP diluted EPS from continuing operations of $1.24 versus prior-year non-GAAP diluted EPS from continuing operations of $0.94
  • Reflecting strong first-quarter results, the Company raises guidance for 2021 non-GAAP diluted EPS from continuing operations to be at or above $3.70

MELVILLE, N.Y.–(BUSINESS WIRE)–
Henry Schein, Inc. (Nasdaq: HSIC), the world’s largest provider of health care solutions to office-based dental and medical practitioners, today reported record first-quarter financial results from continuing operations. Results from continuing operations exclude contributions from Henry Schein’s former Animal Health business, which was spun off in February 2019 to form a new publicly traded company, Covetrus (Nasdaq: CVET).

Total net sales for the quarter ended March 27, 2021, were $2.9 billion, up 20.4% compared with the first quarter of 2020. The 20.4% increase included 14.9% internal growth in local currencies, 3.3% growth from acquisitions, and 2.2% growth related to foreign currency exchange. (See Exhibit A for details of sales growth).

GAAP net income attributable to Henry Schein, Inc. from continuing operations for the first quarter of 2021 was $166.0 million, or $1.16 per diluted share, compared with prior-year GAAP net income from continuing operations of $130.5 million, or $0.91 per diluted share. Non-GAAP net income from continuing operations for the first quarter of 2021 was $177.7 million, or $1.24 per diluted share, compared with prior-year non-GAAP net income from continuing operations of $134.1 million, or $0.94 per diluted share. Exhibit B provides a reconciliation of GAAP net income and diluted EPS from continuing operations to non-GAAP net income and diluted EPS from continuing operations.

“We are pleased with exceptional first-quarter global financial performance versus the comparable prior-year period, and also compared to the first quarter of 2019, which is the result of planning and excellent execution across all of our businesses. We also delivered a very strong operating margin for the quarter. While end markets in most geographies still face challenges due to the ongoing pandemic, the overall market recovery and our improving financial results have continued. Our positive momentum reflects the adaptiveness of our business model as well as the commitment of Team Schein Members to our customers and our communities,” said Stanley M. Bergman, Chairman of the Board and Chief Executive Officer of Henry Schein. “Throughout these unprecedented times, Henry Schein has remained focused on the safety of our team and on responding to our customers’ needs, as well as on driving innovation, gaining market share, enhancing our margin profile, and optimizing our cost structure. We believe all of this positions us well to continue to drive earnings growth and create value over the long-term.”

Global Dental sales for the first quarter of 2021 of $1.8 billion increased 21.3% versus the prior-year period. In local currencies, internally generated sales increased 13.7% with 4.2% growth from acquisitions and 3.4% growth related to foreign currency exchange. The 13.7% internal growth in local currencies included an increase of 10.9% in North America and an increase of 17.9% internationally.

Global Dental consumable merchandise internal sales increased by 13.2% in local currencies. Excluding sales of personal protective equipment (PPE) and COVID-19 related products, growth was 10.9%. In North America, dental consumable merchandise internal sales in local currencies increased 9.3%, or 6.9% excluding sales of PPE and COVID-19 related products, and dental equipment internal sales in local currencies increased 17.4%. Internationally, dental consumable merchandise internal sales in local currencies increased 19.2%, or 16.7% excluding sales of PPE and COVID-19 related products, and dental equipment internal sales in local currencies increased 12.9%.

“For the first quarter, our dental sales in both North America and international markets were strong, including significant growth in North America dental equipment sales versus the fourth quarter of 2020,” noted Mr. Bergman. “Global Dental Specialty sales were also strong with year-over-year internal growth of 18.3% in local currencies. We remain optimistic about the stability and health of the global dental markets we serve, despite rising COVID-19 cases in certain geographies, as patient traffic and practice spending have steadily improved since the first few months of the pandemic.”

Global Medical sales for the first quarter of 2021 of $993.0 million increased 24.0% versus the comparable period last year, consisting of 22.1% internal growth in local currencies, 1.6% growth from acquisitions and 0.3% growth related to foreign currency exchange. Excluding sales of PPE and COVID-19 related products, internal sales in local currencies decreased 6.8%, in part resulting from an extremely mild influenza season that impacted diagnostic and consumable merchandise sales, as well as from lower pharmaceutical sales related to fewer patient office visits due to COVID-19.

“We are pleased to report strong double-digit global Medical sales growth during the first quarter. We expect the physician, ambulatory surgery center, alternate care and home health markets to improve over time as infection levels abate and patient volumes normalize. That said, we expect COVID-19 test sales to decline, primarily as a result of unit price erosion,” remarked Mr. Bergman.

“While sales of PPE products have begun to moderate from recent quarterly growth rates in both our Dental and Medical businesses, we expect PPE sales will remain at elevated levels as dentists and physicians implement new standard-of-care best practices,” said Mr. Bergman.

Global Technology and Value-Added Services sales of $143.0 million increased 8.4% versus the prior-year quarter and included 3.6% internal sales growth in local currencies, 3.4% growth from acquisitions and 1.4% growth related to foreign currency exchange.

“Global Technology and Value-Added Services sales have steadily improved over the last several quarters, with Henry Schein One internal sales in local currencies increasing by 2.6% in the first quarter, representing continued sequential-quarter growth. In addition, financial services internal sales in local currencies increased by 22.5%, in part driven by higher sales of dental equipment,” noted Mr. Bergman.

Stock Repurchase Plan

During the first quarter of 2021, the Company repurchased approximately 1.3 million shares of its common stock at an average price of $66.90 per share, for a total of approximately $88.7 million. The impact of the repurchase of shares on first-quarter diluted EPS was immaterial. At the end of the first quarter, Henry Schein had approximately $112.6 million authorized and available for future stock repurchases.

Financial Guidance

Henry Schein today raised guidance for 2021 non-GAAP diluted EPS from continuing operations. At this time, the Company is not providing guidance for 2021 GAAP diluted EPS from continuing operations as it is unable to provide an accurate estimate of expenses related to the ongoing restructuring initiative. Financial guidance is as follows:

  • 2021 non-GAAP diluted EPS from continuing operations attributable to Henry Schein, Inc. is expected to be at or above $3.70, representing a floor for fiscal 2021.
  • Guidance for 2021 non-GAAP diluted EPS attributable to Henry Schein, Inc. is for current continuing operations as well as completed or previously announced acquisitions, and does not include the impact of future share repurchases, potential future acquisitions, if any, or restructuring expenses. Guidance also assumes foreign exchange rates that are generally consistent with current levels, and that end markets remain stable and are consistent with current market conditions. Guidance does not assume any material adverse market changes associated with COVID-19.

Adjustments to Projected 2021 Non-GAAP Diluted EPS

The Company has provided guidance for 2021 non-GAAP diluted EPS from continuing operations, as noted above. A reconciliation to the Company’s projected 2021 diluted EPS from continuing operations prepared on a GAAP basis is not provided because the Company is unable to provide without unreasonable effort an estimate of costs related to an ongoing restructuring program to mitigate stranded costs and drive additional operating efficiencies, including the corresponding tax effect that will be included in the Company’s 2021 diluted EPS from continuing operations prepared on a GAAP basis. The inability to provide these reconciliations is due to the uncertainty and inherent difficulty of predicting the occurrence, magnitude, financial impact and the timing of related costs. Management does not believe these items are representative of the Company’s underlying business performance. For the same reasons, the Company is unable to address the probable significance of the unavailable information, which could be material to future results.

First Quarter 2021 Conference Call Webcast

The Company will hold a conference call to discuss first-quarter 2021 financial results today, beginning at 10:00 a.m. Eastern time. Individual investors are invited to listen to the conference call through Henry Schein’s website by visiting www.henryschein.com/IRwebcasts. In addition, a replay will be available beginning shortly after the call has ended for a period of one week.

About Henry Schein, Inc.

Henry Schein, Inc. (Nasdaq: HSIC) is a solutions company for health care professionals powered by a network of people and technology. With more than 20,000 Team Schein Members worldwide, the Company’s network of trusted advisors provides more than 1 million customers globally with more than 300 valued solutions that help improve operational success and clinical outcomes. Our Business, Clinical, Technology, and Supply Chain solutions help office-based dental and medical practitioners work more efficiently so they can provide quality care more effectively. These solutions also support dental laboratories, government and institutional health care clinics, as well as other alternate care sites.

Henry Schein operates through a centralized and automated distribution network, with a selection of more than 120,000 branded products and Henry Schein private-brand products in stock, as well as more than 180,000 additional products available as special-order items.

A FORTUNE 500 Company and a member of the S&P 500® index, Henry Schein is headquartered in Melville, N.Y., and has operations or affiliates in 31 countries and territories. The Company’s sales reached $10.1 billion in 2020, and have grown at a compound annual rate of approximately 12 percent since Henry Schein became a public company in 1995.

For more information, visit Henry Schein at www.henryschein.com, Facebook.com/HenrySchein, and @HenrySchein on Twitter.

Cautionary Note Regarding Forward-Looking Statements and Use of Non-GAAP Financial Information

In accordance with the “Safe Harbor” provisions of the Private Securities Litigation Reform Act of 1995, we provide the following cautionary remarks regarding important factors that, among others, could cause future results to differ materially from the forward-looking statements, expectations and assumptions expressed or implied herein. All forward-looking statements made by us are subject to risks and uncertainties and are not guarantees of future performance. These forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause our actual results, performance and achievements or industry results to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. These statements include EPS guidance and are generally identified by the use of such terms as “may,” “could,” “expect,” “intend,” “believe,” “plan,” “estimate,” “forecast,” “project,” “anticipate,” “to be,” “to make” or other comparable terms. A fuller discussion of our operations, financial condition and status of litigation matters, including factors that may affect our business and future prospects, is contained in documents we have filed with the United States Securities and Exchange Commission, or SEC, including our Annual Report on Form 10-K, and will be contained in all subsequent periodic filings we make with the SEC. These documents identify in detail important risk factors that could cause our actual performance to differ materially from current expectations. Forward looking statements include the overall impact of the Novel Coronavirus Disease 2019 (COVID-19) on the Company, its results of operations, liquidity, and financial condition (including any estimates of the impact on these items), the rate and consistency with which dental and other practices resume or maintain normal operations in the United States and internationally, expectations regarding personal protective equipment (“PPE”) and COVID-19 related product sales and inventory levels and whether additional resurgences of the virus will adversely impact the resumption of normal operations, the impact of restructuring programs as well as of any future acquisitions, and more generally current expectations regarding performance in current and future periods. Forward looking statements also include the (i) ability of the Company to make additional testing available, the nature of those tests and the number of tests intended to be made available and the timing for availability, the nature of the target market, as well as the efficacy or relative efficacy of the test results given that the test efficacy has not been, or will not have been, independently verified under normal FDA procedures and (ii) potential for the Company to distribute the COVID-19 vaccines and ancillary supplies.

Risk factors and uncertainties that could cause actual results to differ materially from current and historical results include, but are not limited to: risks associated with COVID-19, as well as other disease outbreaks, epidemics, pandemics, or similar wide spread public health concerns and other natural disasters or acts of terrorism; our dependence on third parties for the manufacture and supply of our products; our ability to develop or acquire and maintain and protect new products (particularly technology products) and technologies that achieve market acceptance with acceptable margins; transitional challenges associated with acquisitions, dispositions and joint ventures, including the failure to achieve anticipated synergies/benefits; financial and tax risks associated with acquisitions, dispositions and joint ventures; certain provisions in our governing documents that may discourage third-party acquisitions of us; effects of a highly competitive (including, without limitation, competition from third-party online commerce sites) and consolidating market; the potential repeal or judicial prohibition on implementation of the Affordable Care Act; changes in the health care industry; risks from expansion of customer purchasing power and multi-tiered costing structures; increases in shipping costs for our products or other service issues with our third-party shippers; general global macro-economic and political conditions, including international trade agreements and potential trade barriers; failure to comply with existing and future regulatory requirements; risks associated with the EU Medical Device Regulation; failure to comply with laws and regulations relating to health care fraud or other laws and regulations; failure to comply with laws and regulations relating to the confidentiality of sensitive personal information or standards in electronic health records or transmissions; changes in tax legislation; litigation risks; new or unanticipated litigation developments and the status of litigation matters; cyberattacks or other privacy or data security breaches; risks associated with our global operations; our dependence on our senior management, as well as employee hiring and retention; and disruptions in financial markets. The order in which these factors appear should not be construed to indicate their relative importance or priority.

We caution that these factors may not be exhaustive and that many of these factors are beyond our ability to control or predict. Accordingly, any forward-looking statements contained herein should not be relied upon as a prediction of actual results. We undertake no duty and have no obligation to update forward-looking statements.

Included within the press release are non-GAAP financial measures that supplement the Company’s Consolidated Statements of Income prepared under generally accepted accounting principles (GAAP). These non-GAAP financial measures adjust the Company’s actual results prepared under GAAP to exclude certain items. In the schedules attached to this press release, the non-GAAP measures have been reconciled to and should be considered together with the Consolidated Statements of Income. Management believes that non-GAAP financial measures provide investors with useful supplemental information about the financial performance of our business, enable comparison of financial results between periods where certain items may vary independent of business performance and allow for greater transparency with respect to key metrics used by management in operating our business. These non-GAAP financial measures are presented solely for informational and comparative purposes and should not be regarded as a replacement for corresponding, similarly captioned, GAAP measures.

(TABLES TO FOLLOW)

 

HENRY SCHEIN, INC.

CONSOLIDATED STATEMENTS OF INCOME

(in thousands, except per share data)

(unaudited)

 

 

Three Months Ended

 

March 27,

 

March 28,

 

2021

 

2020

 

 

 

 

 

Net sales

$

2,924,961

$

2,428,871

Cost of sales

 

2,034,110

 

1,682,857

Gross profit

 

890,851

 

746,014

Operating expenses:

 

 

 

 

Selling, general and administrative

 

657,992

 

567,362

Restructuring costs

 

2,931

 

4,787

Operating income

 

229,928

 

173,865

Other income (expense):

 

 

 

 

Interest income

 

1,983

 

3,190

Interest expense

 

(6,485)

 

(7,812)

Other, net

 

309

 

(220)

Income from continuing operations before taxes, equity in earnings of affiliates and noncontrolling interests

 

225,735

 

169,023

Income taxes

 

(56,685)

 

(37,910)

Equity in earnings of affiliates

 

5,878

 

2,734

Net income from continuing operations

 

174,928

 

133,847

Loss from discontinued operations

 

 

(282)

Net Income

 

174,928

 

133,565

Less: Net income attributable to noncontrolling interests

 

(8,931)

 

(3,304)

Net income attributable to Henry Schein, Inc.

$

165,997

$

130,261

Amounts attributable to Henry Schein, Inc.:

 

 

 

 

Continuing operations

$

165,997

$

130,543

Discontinued operations

 

 

(282)

Net income attributable to Henry Schein, Inc.

$

165,997

$

130,261

 

 

 

 

 

Earnings per share from continuing operations attributable to Henry Schein, Inc.:

 

 

 

 

 

 

 

 

 

Basic

$

1.17

$

0.91

Diluted

$

1.16

$

0.91

 

 

 

 

 

Loss per share from discontinued operations attributable to Henry Schein, Inc.:

 

 

 

 

 

 

 

 

 

Basic

$

$

0.00

Diluted

$

$

0.00

 

 

 

 

 

Earnings per share attributable to Henry Schein, Inc.:

 

 

 

 

 

 

 

 

 

Basic

$

1.17

$

0.91

Diluted

$

1.16

$

0.91

 

 

 

 

 

Weighted-average common shares outstanding:

 

 

 

 

Basic

 

142,298

 

142,967

Diluted

 

143,398

 

143,095

 

HENRY SCHEIN, INC.

CONSOLIDATED BALANCE SHEETS

(in thousands, except share and per share data)

 

 

March 27,

 

December 26,

 

2021

 

2020

 

(unaudited)

 

 

 

ASSETS

 

 

 

 

Current assets:

 

 

 

 

Cash and cash equivalents

$

144,538

$

421,185

Accounts receivable, net of reserves of $79,936 and $88,030

 

1,317,546

 

1,424,787

Inventories, net

 

1,626,185

 

1,512,499

Prepaid expenses and other

 

482,356

 

432,944

Total current assets

 

3,570,625

 

3,791,415

Property and equipment, net

 

353,248

 

342,004

Operating lease right-of-use assets

 

301,759

 

288,847

Goodwill

 

2,587,438

 

2,504,392

Other intangibles, net

 

597,619

 

479,429

Investments and other

 

369,231

 

366,445

Total assets

$

7,779,920

$

7,772,532

 

 

 

 

 

LIABILITIES AND STOCKHOLDERS’ EQUITY

 

 

 

 

Current liabilities:

 

 

 

 

Accounts payable

$

909,575

$

1,005,655

Bank credit lines

 

67,415

 

73,366

Current maturities of long-term debt

 

111,176

 

109,836

Operating lease liabilities

 

68,580

 

64,716

Accrued expenses:

 

 

 

 

Payroll and related

 

286,106

 

295,329

Taxes

 

146,755

 

138,671

Other

 

533,161

 

595,529

Total current liabilities

 

2,122,768

 

2,283,102

Long-term debt

 

506,461

 

515,773

Deferred income taxes

 

42,254

 

30,065

Operating lease liabilities

 

248,624

 

238,727

Other liabilities

 

410,184

 

392,781

Total liabilities

 

3,330,291

 

3,460,448

 

 

 

 

 

Redeemable noncontrolling interests

 

452,899

 

327,699

Commitments and contingencies

 

 

 

 

 

 

 

 

 

Stockholders’ equity:

 

 

 

 

Preferred stock, $.01 par value, 1,000,000 shares authorized, none outstanding

 

 

Common stock, $.01 par value, 480,000,000 shares authorized, 141,310,113 outstanding on March 27, 2021 and 142,462,571 outstanding on December 26, 2020

 

1,413

 

1,425

Additional paid-in capital

 

 

Retained earnings

 

3,493,060

 

3,454,831

Accumulated other comprehensive loss

 

(136,305)

 

(108,084)

Total Henry Schein, Inc. stockholders’ equity

 

3,358,168

 

3,348,172

Noncontrolling interests

 

638,562

 

636,213

Total stockholders’ equity

 

3,996,730

 

3,984,385

Total liabilities, redeemable noncontrolling interests and stockholders’ equity

$

7,779,920

$

7,772,532

 

 

 

 

 

 

HENRY SCHEIN, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands, unaudited)

 

 

Three Months Ended

 

March 27,

 

March 28,

 

2021

 

2020

 

 

 

 

 

Cash flows from operating activities:

 

 

 

 

Net income

$

174,928

$

133,565

Loss from discontinued operations

 

 

(282)

Income from continuing operations

 

174,928

 

133,847

Adjustments to reconcile net income to net cash provided by operating activities:

 

 

 

 

Depreciation and amortization

 

49,363

 

46,983

Impairment charge on intangible assets

 

 

2,000

Stock-based compensation (credit) expense

 

12,790

 

(17,514)

Provision for (benefit from) losses on trade and other accounts receivable

 

(2,696)

 

14,543

Provision for deferred income taxes

 

11,171

 

2,645

Equity in earnings of affiliates

 

(5,878)

 

(2,734)

Distributions from equity affiliates

 

5,139

 

2,413

Changes in unrecognized tax benefits

 

2,804

 

(1,575)

Other

 

35

 

(13,924)

Changes in operating assets and liabilities, net of acquisitions:

 

 

 

 

Accounts receivable

 

118,795

 

(1,283)

Inventories

 

(78,085)

 

73,038

Other current assets

 

(45,310)

 

(22,002)

Accounts payable and accrued expenses

 

(179,725)

 

(137,680)

Net cash provided by operating activities from continuing operations

 

63,331

 

78,757

Net cash used in operating activities from discontinued operations

 

 

(282)

Net cash provided by operating activities

 

63,331

 

78,475

 

 

 

 

 

Cash flows from investing activities:

 

 

 

 

Purchases of fixed assets

 

(13,843)

 

(23,008)

Payments related to equity investments and business acquisitions, net of cash acquired

 

(204,027)

 

(37,947)

Proceeds from sale of equity investment

 

 

12,000

Repayments from loan to affiliate

 

139

 

1,137

Other

 

(5,513)

 

(5,787)

Net cash used in investing activities from continuing operations

 

(223,244)

 

(53,605)

Net cash used in investing activities from discontinued operations

 

 

Net cash used in investing activities

 

(223,244)

 

(53,605)

 

 

 

 

 

Cash flows from financing activities:

 

 

 

 

Net change in bank borrowings

 

(241)

 

358,639

Proceeds from issuance of long-term debt

 

 

250,000

Principal payments for long-term debt

 

(17,781)

 

(8,478)

Debt issuance costs

 

(85)

 

(58)

Payments for repurchases of common stock

 

(88,659)

 

(73,789)

Payments for taxes related to shares withheld for employee taxes

 

(6,158)

 

(13,155)

Distributions to noncontrolling shareholders

 

(6,520)

 

(3,664)

Acquisitions of noncontrolling interests in subsidiaries

 

 

(14,925)

Payments to Henry Schein Animal Health Business

 

 

(2,962)

Net cash provided by (used in) financing activities from continuing operations

 

(119,444)

 

491,608

Net cash provided by financing activities from discontinued operations

 

 

282

Net cash provided by (used in) financing activities

 

(119,444)

 

491,890

 

 

 

 

 

Effect of exchange rate changes on cash and cash equivalents from continuing operations

 

2,710

 

(5,489)

Effect of exchange rate changes on cash and cash equivalents from discontinued operations

 

 

Net change in cash and cash equivalents from continuing operations

 

(276,647)

 

511,271

Net change in cash and cash equivalents from discontinued operations

 

 

Cash and cash equivalents, beginning of period

 

421,185

 

106,097

Cash and cash equivalents, end of period

$

144,538

$

617,368

Exhibit A – First Quarter Sales

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Henry Schein, Inc.

2021 First Quarter

Sales Summary

(in thousands)

(unaudited)

 

Q1 2021 over Q1 2020

 

Global

Q1 2021

 

Q1 2020

 

Total Sales

Growth

 

Foreign

Exchange

Growth

 

Local

Currency

Growth

 

Acquisition

Growth

 

Local

Internal

Growth

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Dental

$

1,788,928

 

$

1,475,076

 

21.3%

 

3.4%

 

17.9%

 

4.2%

 

13.7%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Medical

 

993,037

 

 

800,688

 

24.0%

 

0.3%

 

23.7%

 

1.6%

 

22.1%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total Health Care Distribution

 

2,781,965

 

 

2,275,764

 

22.2%

 

2.3%

 

19.9%

 

3.3%

 

16.6%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Technology and value-added services

 

142,996

 

 

131,965

 

8.4%

 

1.4%

 

7.0%

 

3.4%

 

3.6%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total excluding Corporate TSA Revenue

 

2,924,961

 

 

2,407,729

 

21.5%

 

2.3%

 

19.2%

 

3.3%

 

15.9%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Corporate TSA revenues (1)

 

 

 

21,142

 

n/a

 

n/a

 

n/a

 

n/a

 

n/a

Total Global

$

2,924,961

 

$

2,428,871

 

20.4%

 

2.2%

 

18.2%

 

3.3%

 

14.9%

 

North America

Q1 2021

 

Q1 2020

 

Total Sales

Growth

 

Foreign

Exchange

Growth

 

Local

Currency

Growth

 

Acquisition

Growth

 

Local

Internal

Growth

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Dental

$

1,044,783

 

$

888,372

 

17.6%

 

0.6%

 

17.0%

 

6.1%

 

10.9%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Medical

 

965,127

 

 

778,028

 

24.0%

 

0.0%

 

24.0%

 

1.6%

 

22.4%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total Health Care Distribution

 

2,009,910

 

 

1,666,400

 

20.6%

 

0.3%

 

20.3%

 

4.0%

 

16.3%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Technology and value-added services

 

121,937

 

 

113,498

 

7.4%

 

0.1%

 

7.3%

 

3.3%

 

4.0%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total excluding Corporate TSA Revenue

 

2,131,847

 

 

1,779,898

 

19.8%

 

0.3%

 

19.5%

 

4.0%

 

15.5%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Corporate TSA revenues (1)

 

 

 

 

n/a

 

n/a

 

n/a

 

n/a

 

n/a

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total North America

$

2,131,847

 

$

1,779,898

 

19.8%

 

0.3%

 

19.5%

 

4.0%

 

15.5%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

International

Q1 2021

 

Q1 2020

 

Total Sales

Growth

 

Foreign

Exchange

Growth

 

Local

Currency

Growth

 

Acquisition

Growth

 

Local

Internal

Growth

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Dental

$

744,145

 

$

586,704

 

26.8%

 

7.7%

 

19.1%

 

1.2%

 

17.9%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Medical

 

27,910

 

 

22,660

 

23.2%

 

10.6%

 

12.6%

 

0.0%

 

12.6%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total Health Care Distribution

 

772,055

 

 

609,364

 

26.7%

 

7.8%

 

18.9%

 

1.2%

 

17.7%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Technology and value-added services

 

21,059

 

 

18,467

 

14.0%

 

8.8%

 

5.2%

 

4.1%

 

1.1%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total excluding Corporate TSA Revenue

 

793,114

 

 

627,831

 

26.3%

 

7.8%

 

18.5%

 

1.3%

 

17.2%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Corporate TSA revenues (1)

 

 

 

21,142

 

n/a

 

n/a

 

n/a

 

n/a

 

n/a

Total International

$

793,114

 

$

648,973

 

22.2%

 

7.6%

 

14.6%

 

1.2%

 

13.4%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(1) Corporate TSA revenues represents sales of certain animal health products to Covetrus under the transition services agreement entered into in connection with the Animal Health Spin-off, which ended in December 2020.

Exhibit B

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Henry Schein, Inc.

2021 First Quarter

Reconciliation of reported GAAP net income from continuing operations and

diluted EPS from continuing operations attributable to Henry Schein, Inc.

to non-GAAP net income from continuing operations and

diluted EPS from continuing operations attributable to Henry Schein, Inc.

(in thousands, except per share data)

(unaudited)

 

 

First Quarter

 

 

 

 

 

 

 

 

%

 

 

 

2021

 

 

2020

 

Growth

 

Net Income from continuing operations attributable to Henry Schein, Inc.

$

165,997

 

$

130,543

 

27.2

%

Diluted EPS from continuing operations attributable to Henry Schein, Inc.

$

1.16

 

$

0.91

 

27.5

%

 

 

 

 

 

 

 

 

 

Non-GAAP Adjustments

 

 

 

 

 

 

 

 

Restructuring costs – Pre-tax (1)

$

2,931

 

$

4,787

 

 

 

Income tax benefit for restructuring costs (1)

 

(733)

 

 

(1,197)

 

 

 

Settlement and litigation costs – Pre-tax (2)

 

12,750

 

 

 

 

 

Income tax benefit for settlement and litigation costs (2)

 

(3,202)

 

 

 

 

 

Total non-GAAP adjustments to Net Income from continuing operations

$

11,746

 

$

3,590

 

 

 

 

 

 

 

 

 

 

 

 

Non-GAAP adjustments to diluted EPS from continuing operations

$

0.08

 

$

0.03

 

 

 

 

 

 

 

 

 

 

 

 

Non-GAAP Net Income from continuing operations attributable to Henry Schein, Inc.

$

177,743

 

$

134,133

 

32.5

%

Non-GAAP diluted EPS from continuing operations attributable to Henry Schein, Inc.

$

1.24

 

$

0.94

 

31.9

%

Management believes that non-GAAP financial measures provide investors with useful supplemental information about the financial performance of our business, enable comparison of financial results between periods where certain items may vary independent of business performance and allow for greater transparency with respect to key metrics used by management in operating our business. These non-GAAP financial measures are presented solely for informational and comparative purposes and should not be regarded as a replacement for corresponding, similarly captioned, GAAP measures. Earnings per share numbers may not sum due to rounding.

(1)

Represents Q1 2021 restructuring costs of $2,931, net of $733 tax benefit, resulting in an after-tax effect of $2,198, Q1 2020 restructuring costs of $4,787, net of $1,197 tax benefit, resulting in an after-tax effect of $3,590.

(2)

Represents a Q1 2021 pre-tax charge of $12,750 related to settlement and litigation costs, net of a tax benefit of $3,202, resulting in a net after-tax charge of $9,548.

 

Investors

Steven Paladino

Executive Vice President and Chief Financial Officer

[email protected]

(631) 843-5500

Carolynne Borders

Vice President, Investor Relations

[email protected]

(631) 390-8105

Media

Ann Marie Gothard

Vice President, Corporate Media Relations

[email protected]

(631) 390-8169

KEYWORDS: United States North America New York

INDUSTRY KEYWORDS: Medical Supplies Medical Devices Health Practice Management Dental Veterinary

MEDIA:

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Equitrans Midstream Announces First Quarter 2021 Results

Equitrans Midstream Announces First Quarter 2021 Results

CANONSBURG, Pa.–(BUSINESS WIRE)–
Equitrans Midstream Corporation (NYSE: ETRN), today, announced financial and operational results for the first quarter 2021. Included in the “Non-GAAP Disclosures” section of this news release are important disclosures regarding the use of non-GAAP supplemental financial measures, including information regarding their most comparable GAAP financial measure.

Q1 2021 Highlights:

  • Delivered first quarter 2021 results ahead of guidance
  • Raised full-year 2021 adjusted EBITDA and free cash flow guidance
  • Generated $77 million of net income and achieved $308 million of adjusted EBITDA
  • Recorded 66% of total operating revenue from firm reservation fees

“As we continue to enhance our ESG platform, Equitrans has initiated measurable actions to advance diversity and inclusion in the workplace,” said Thomas F. Karam, ETRN chairman and chief executive officer. “To reinforce our collective commitment, I have recently signed the CEO Pledge offered by the CEO Action for Diversity and Inclusion Coalition. We believe diverse perspectives lead to growth, improvement, and innovation, building stronger teams and delivering more opportunities to achieve and maintain long-term success.”

“We were ahead of our forecast for the first quarter, with strong results in multiple areas including gathered volume, seasonal park and loan activity, and delivered water volume,” said Diana M. Charletta, ETRN president and chief operating officer. “With this encouraging and positive start to the year, we are confident in our outlook for the remainder of 2021 and have increased our full-year financial guidance.”

FIRST QUARTER 2021 SUMMARY RESULTS

$ millions (except per share metrics)

 

Net income attributable to ETRN common shareholders

$

58.1

 

Adjusted net income attributable to ETRN common shareholders

$

83.0

 

Earnings per diluted share attributable to ETRN common shareholders

$

0.13

 

Adjusted earnings per diluted share attributable to ETRN common shareholders

$

0.19

 

Net income

$

76.6

 

Adjusted EBITDA

$

308.2

 

Deferred revenue

$

72.0

 

Net cash provided by operating activities

$

229.6

 

Free cash flow

$

109.6

 

Retained free cash flow

$

44.7

 

Net income attributable to ETRN common shareholders for the first quarter 2021 was impacted by a $7.1 million unrealized gain on derivative instruments. The unrealized gain is reported within other income and relates to the contractual agreement with EQT Corporation (EQT) in which ETRN will receive cash from EQT conditioned on the quarterly average of certain Henry Hub natural gas prices exceeding certain thresholds during the three years following the Mountain Valley Pipeline’s (MVP) in-service, but in no case extending beyond December 2024. The contract is accounted for as a derivative with the fair value marked-to-market at each quarter-end. Net income attributable to ETRN common shareholders for the first quarter 2021 was also impacted by a $41.0 million loss on extinguishment of debt primarily related to the purchase in a tender offer in January 2021 of $500 million in aggregate principal amount of outstanding EQM Midstream Partners, LP (EQM) 4.75% senior notes due 2023.

As a result of the gathering agreement with EQT entered into in February 2020, revenue from the contracted minimum volume commitment (MVC) is recognized utilizing an average rate applied over the 15-year contract life. The difference between the cash received from the contracted MVC and the revenue recognized results in the deferral of revenue into future periods. In the first quarter 2021, deferred revenue was $72.0 million.

Operating revenue for the first quarter was lower compared to the same quarter last year by $73.1 million, primarily from the impact of deferred revenue and lower water services revenue. The reduction in operating revenue was partially offset by increased revenue from higher gathering MVCs and higher park and loan activity. Operating expenses decreased by $56.6 million compared to the first quarter 2020, primarily as a result of a $55.6 million impairment of long-lived assets in the first quarter 2020. Additionally, operating and maintenance expense decreased versus the prior year quarter while selling, general and administrative and depreciation expense increased.

QUARTERLY DIVIDEND

For the first quarter 2021, ETRN will pay a quarterly cash dividend of $0.15 per common share on May 14, 2021 to ETRN common shareholders of record at the close of business on May 5, 2021.

TOTAL CAPITAL EXPENDITURES AND CAPITAL CONTRIBUTIONS

$ millions

 

Three Months Ended

March 31, 2021

 

Full-Year 2021

Forecast

MVP

 

$9

 

$265 – $315

Gathering(1)

 

$48

 

$265 – $295

Transmission(2)

 

$5

 

$40 – $60

Water

 

$5

 

$20

Total

 

$67

 

$590 – $690

(1) Excludes $1.7 million of capital expenditures related to noncontrolling interests in Eureka Midstream Holdings, LLC (Eureka) for the three months ended March 31, 2021. Full-year 2021 forecast excludes approximately $20 million of capital expenditures related to the noncontrolling interests in Eureka. Includes $1 million of headquarters capital expenditures.

(2) Includes capital contributions to Mountain Valley Pipeline, LLC (MVP JV) for the MVP Southgate project.

OUTLOOK

$ millions

Q2 2021

Net income

$55 – $75

Adjusted EBITDA

$245 – $265

Deferred revenue

$75

$ millions

Full-Year 2021

Net income

$270 – $340

Adjusted EBITDA

$1,050 – $1,120

Deferred revenue

$296

Free cash flow

$265 – $335

Retained free cash flow

$5 – $75

BUSINESS AND PROJECT UPDATES

Outstanding Debt and Liquidity

As of March 31, 2021, ETRN reported $6.4 billion of consolidated long-term debt; $485 million of borrowings and $246 million of letters of credit outstanding under EQM’s revolving credit facility; and $232 million of cash.

On April 16, 2021, EQM entered into an amendment to its revolving credit facility which, among other things, reduced the revolver size from $3.0 billion to $2.25 billion. The new revolver size is expected to provide better alignment with future business and liquidity needs.

Bond Offering and Tender

In January 2021, ETRN’s wholly owned subsidiary, EQM, issued $800 million of 4.50% senior unsecured notes due 2029 and $1,100 million of 4.75% senior unsecured notes due 2031. Net proceeds from the offering and cash on hand were used to repay EQM’s $1.4 billion term loan and to purchase, in a tender offer, $500 million in aggregate principal amount of outstanding EQM 4.75% senior notes due 2023.

Mountain Valley Pipeline

In February 2021, MVP JV requested revocation of its Nationwide Permit 12, previously issued by the U.S. Army Corps of Engineers (Army Corps), and initiated an alternative permitting process with the Army Corps and the Federal Energy Regulatory Commission (FERC) related to the project’s remaining waterbody and wetland crossings. MVP JV has submitted an individual permit application to the Army Corps, as well as related applications for 401 water quality certifications to West Virginia and Virginia, for approximately 300 crossings. Additionally, MVP JV submitted a Certificate Amendment application to the FERC, requesting a change to utilize the boring method for approximately 120 crossings.

In March and April 2021, respectively, the Virginia Department of Environmental Quality and the West Virginia Department of Environmental Protection submitted requests to the Army Corps seeking to extend the 120-day review period to evaluate the respective 401 water quality certification applications. ETRN expects and supports that some additional review time will be granted. Accordingly, ETRN no longer expects that MVP JV will have the necessary waterbody and wetland crossing approvals by Q3 2021. MVP JV is now incorporating the winter 2021/2022 season into its project schedule and, as a result, is targeting a full in-service date during the summer of 2022 at a total project cost of approximately $6.2 billion. As of March 31, 2021, ETRN funded approximately $2.3 billion and, based on the total project cost estimate, expects to fund a total of approximately $3.1 billion and to have an approximate 47.8% ownership interest in MVP. ETRN will operate the pipeline.

MVP Southgate

Based on the adjustment to MVP’s targeted full in-service date and current expectations regarding timing of MVP Southgate permit approvals, ETRN is targeting commencing construction during 2022 and placing the project in-service during the spring of 2023. The approximately 75-mile pipeline is designed to receive gas from MVP in Virginia for transport to new delivery points in Rockingham and Alamance Counties, North Carolina. With a total project cost estimate of approximately $450 million to $500 million, MVP Southgate is backed by a 300 MMcf per day firm capacity commitment from Dominion Energy North Carolina and, as designed, the pipeline has expansion capabilities that could provide up to 900 MMcf per day of total capacity. ETRN has a 47.2% ownership interest in MVP Southgate and will operate the pipeline.

Water Services

Water operating income was $4.5 million and water EBITDA was $12.7 million in the first quarter 2021. Water operating loss is forecast to be approximately $8 million for the full-year 2021 and water EBITDA is forecast to be approximately $25 million for the full-year 2021.

Q1 2021 Earnings Conference Call Information

ETRN will host a conference call with security analysts today, May 4, 2021, at 10:30 a.m. (ET) to discuss first quarter 2021 financial results, operating results, and other business matters.

Call Access:All participants must pre-register online, in advance of the call. Upon completion, registered participants will receive a confirmation email that includes instructions for accessing the call, as well as a unique registration ID and passcode. Please pre-register using the appropriate online registration links below:

Security Analysts :: Audio Registration

Your email confirmation will contain dial-in information, along with your unique ID and passcode.

All Other Participants :: Webcast Registration

Your email confirmation will contain the webcast link, along with your unique ID and passcode.

Call Replay: For 14 days following the call, an audio replay will be available at (800) 585-8367 or (416) 621-4642. The ETRN conference ID: 2864556.

ETRN management speaks to investors from time-to-time and the presentation for these discussions, which is updated periodically, is available via www.equitransmidstream.com.

NON-GAAP DISCLOSURES

Adjusted Net Income Attributable to ETRN Common Shareholders and Adjusted Earnings per Diluted Share Attributable to ETRN Common Shareholders

Adjusted net income attributable to ETRN common shareholders and adjusted earnings per diluted share attributable to ETRN common shareholders are non-GAAP supplemental financial measures that management and external users of ETRN’s consolidated financial statements, such as investors, may use to make period-to-period comparisons of earnings trends. Management believes that adjusted net income attributable to ETRN common shareholders and adjusted earnings per diluted share attributable to ETRN common shareholders as presented provide useful information for investors for evaluating period-over-period earnings. Adjusted net income attributable to ETRN common shareholders and adjusted earnings per diluted share attributable to ETRN common shareholders should not be considered as alternatives to net income attributable to ETRN common shareholders, earnings per diluted share attributable to ETRN common shareholders or any other measure of financial performance presented in accordance with GAAP. Adjusted net income attributable to ETRN common shareholders and adjusted earnings per diluted share attributable to ETRN common shareholders as presented have important limitations as analytical tools because they exclude some, but not all, items that affect net income attributable to ETRN common shareholders and earnings per diluted share attributable to ETRN common shareholders, including, as applicable, the premium on redemption of a portion of EQM’s Series A Perpetual Convertible Preferred Units (EQM Series A Preferred Units), transaction costs, impairments of long-lived assets, unrealized gain (loss) on derivative instruments and loss on extinguishment of debt, which items affect the comparability of results period to period. The impact of noncontrolling interests is also excluded from the calculations of adjustment items to adjusted net income attributable to ETRN common shareholders, as is the tax impact of non-GAAP items. Additionally, because these non-GAAP metrics may be defined differently by other companies in ETRN’s industry, ETRN’s definitions of adjusted net income attributable to ETRN common shareholders and adjusted earnings per diluted share attributable to ETRN common shareholders may not be comparable to similarly titled measures of other companies, thereby diminishing the utility of the measures. Adjusted net income attributable to ETRN common shareholders and adjusted earnings per diluted share attributable to ETRN common shareholders should not be viewed as indicative of the actual amount of net income attributable to ETRN common shareholders or actual earnings of ETRN in any given period.

The table below reconciles adjusted net income attributable to ETRN common shareholders and adjusted earnings per diluted share attributable to ETRN common shareholders with net income attributable to ETRN common shareholders and earnings per diluted share attributable to ETRN common shareholders as derived from the statements of consolidated comprehensive income to be included in ETRN’s Quarterly Report on Form 10-Q for the three months ended March 31, 2021.

Reconciliation of Adjusted Net Income Attributable to ETRN Common Shareholders and Adjusted

Earnings per Diluted Share Attributable to ETRN Common Shareholders

 

Three Months Ended March 31,

(Thousands, except per share information)

2021

 

2020

Net income attributable to ETRN common shareholders

$

58,055

 

 

$

69,732

 

Add back / (deduct):

 

 

 

Transaction costs

 

 

11,360

 

Impairments of long-lived assets

 

 

55,581

 

Unrealized gain on derivative instruments

(7,135)

 

 

(4,170)

 

Loss on extinguishment of debt

41,025

 

 

24,864

 

Noncontrolling interest impact of non-GAAP items

 

 

(22,267)

 

Tax impact of non-GAAP items(1)

(8,896)

 

 

(17,190)

 

Adjusted net income attributable to ETRN common shareholders

$

83,049

 

 

$

117,910

 

Diluted weighted average common shares outstanding

433,158

 

 

248,591

 

Adjusted earnings per diluted share attributable to ETRN common shareholders(2)

$

0.19

 

 

$

0.46

 

(1) The adjustments were tax effected at the Company’s federal and state statutory tax rate for each period.

(2) The three months ended March 31, 2020 includes the impact of using the if-converted method to calculate the dilutive effect of the Series A Preferred Units.

Adjusted EBITDA

As used in this news release, Adjusted EBITDA means, as applicable, net income, plus income tax expense, net interest expense, loss on extinguishment of debt, depreciation, amortization of intangible assets, impairments of long-lived assets, payments on the preferred interest in EQT Energy Supply, LLC (Preferred Interest), non-cash long-term compensation expense (income), and transaction costs, less equity income, AFUDC-equity, unrealized gain (loss) on derivative instruments and adjusted EBITDA attributable to noncontrolling interest.

The table below reconciles adjusted EBITDA with net income as derived from the statements of consolidated comprehensive income to be included in ETRN’s Quarterly Report on Form 10-Q for the three months ended March 31, 2021.

Reconciliation of Adjusted EBITDA

 

Three Months Ended March 31,

(Thousands)

2021

 

2020

Net income

$

76,597

 

 

$

189,560

 

Add:

 

 

 

Income tax expense

20,416

 

 

19,139

 

Net interest expense

95,144

 

 

66,754

 

Loss on extinguishment of debt

41,025

 

 

24,864

 

Depreciation

68,618

 

 

61,348

 

Amortization of intangible assets

16,205

 

 

14,581

 

Impairments of long-lived assets

 

 

55,581

 

Preferred Interest payments

2,746

 

 

2,764

 

Non-cash long-term compensation expense

4,445

 

 

4,544

 

Transaction costs

 

 

11,360

 

Less:

 

 

 

Equity income

(3)

 

 

(54,072)

 

AFUDC – equity

(118)

 

 

(236)

 

Unrealized gain on derivative instruments

(7,135)

 

 

(4,170)

 

Adjusted EBITDA attributable to noncontrolling interest(1)

(9,692)

 

 

(8,515)

 

Adjusted EBITDA

$

308,248

 

 

$

383,502

 

(1) Reflects adjusted EBITDA attributable to noncontrolling interest associated with the third-party ownership interest in Eureka. Adjusted EBITDA attributable to noncontrolling interest for the three months ended March 31, 2021 was calculated as net income of $3.9 million plus depreciation of $3.0 million, plus amortization of intangible assets of $2.1 million and plus interest expense of $0.7 million. Adjusted EBITDA attributable to noncontrolling interest for the three months ended March 31, 2020 was calculated as net income of $3.6 million, plus depreciation of $2.7 million, plus amortization of intangible assets of $1.2 million, and plus interest expense of $1.0 million.

Free Cash Flow

As used in this news release, free cash flow means net cash provided by operating activities plus principal payments received on the Preferred Interest, and less net cash provided by operating activities attributable to noncontrolling interest, premiums paid on debt extinguishment, capital expenditures (excluding the noncontrolling interest share (40%) of Eureka capital expenditures), capital contributions to MVP JV, and distributions/dividends and redemption amounts paid to Series A Preferred unitholders/shareholders (as applicable).

Retained Free Cash Flow

As used in this news release, retained free cash flow means free cash flow less dividends paid to common shareholders and distributions paid to noncontrolling interest EQM common unitholders (as applicable).

The table below reconciles free cash flow and retained free cash flow with net cash provided by operating activities as derived from the statements of consolidated cash flows to be included in ETRN’s Quarterly Report on Form 10-Q for the three months ended March 31, 2021.

Reconciliation of Free Cash Flow and Retained Free Cash Flow

 

Three Months Ended March 31,

(Thousands)

2021

 

2020

Net cash provided by operating activities

$

229,552

 

 

$

249,303

 

Add back / (deduct):

 

 

 

Principal payments received on the Preferred Interest

1,277

 

 

1,225

 

Net cash provided by operating activities attributable to noncontrolling interest(1)

(1,037)

 

 

(9,245)

 

ETRN Series A Preferred Shares dividends(2)

(14,628)

 

 

 

EQM Series A Preferred Unit distributions(3)

 

 

(25,501)

 

Premiums paid on debt extinguishment

(36,250)

 

 

 

Capital expenditures(4)(5)

(58,580)

 

 

(139,394)

 

Capital contributions to MVP JV

(10,723)

 

 

(45,150)

 

Free cash flow

$

109,611

 

 

$

31,238

 

Less:

 

 

 

Dividends paid to common shareholders (6)

(64,871)

 

 

(114,254)

 

Distributions paid to noncontrolling interest EQM common unitholders

 

 

(96,526)

 

Retained free cash flow

$

44,740

 

 

$

(179,542)

 

(1) Reflects 40% of $2.6 million and $23.1 million, which was Eureka’s standalone net cash provided by operating activities for the three months ended March 31, 2021 and 2020, respectively, which represents the noncontrolling interest portion for the three months ended March 31, 2021 and 2020, respectively.

(2) Reflects cash dividends paid of $0.4873 per ETRN Series A Perpetual Convertible Preferred Share.

(3) Reflects cash distributions paid of $1.0364 per EQM Series A Preferred Unit.

(4) Does not reflect amounts related to the noncontrolling interest share of Eureka.

(5) ETRN accrues capital expenditures when the work has been completed but the associated bills have not yet been paid. Accrued capital expenditures are excluded from the statements of consolidated cash flows until they are paid.

(6) Fourth quarter 2020 dividend of $0.15 per ETRN common share was paid during the first quarter 2021.

Adjusted EBITDA, free cash flow and retained free cash flow are non-GAAP supplemental financial measures that management and external users of ETRN’s consolidated financial statements, such as industry analysts, investors, lenders, and rating agencies, may use to assess:

  • ETRN’s operating performance as compared to other publicly traded companies in the midstream energy industry without regard to historical cost basis or, in the case of adjusted EBITDA, financing methods
  • The ability of ETRN’s assets to generate sufficient cash flow to pay dividends to ETRN’s shareholders
  • ETRN’s ability to incur and service debt and fund capital expenditures and capital contributions
  • The viability of acquisitions and other capital expenditure projects and the returns on investment of various investment opportunities

ETRN believes that adjusted EBITDA, free cash flow, and retained free cash flow provide useful information to investors in assessing ETRN’s financial condition and results of operations. Adjusted EBITDA, free cash flow, and retained free cash flow should not be considered as alternatives to net income, operating income, net cash provided by operating activities, as applicable, or any other measure of financial performance or liquidity presented in accordance with GAAP. Adjusted EBITDA, free cash flow, and retained free cash flow have important limitations as analytical tools because they exclude some, but not all, items that affect net income, operating income and net cash provided by operating activities. Additionally, because these non-GAAP metrics may be defined differently by other companies in ETRN’s industry, ETRN’s definitions of adjusted EBITDA, free cash flow, and retained free cash flow may not be comparable to similarly titled measures of other companies, thereby diminishing the utility of the measures. Free cash flow and retained free cash flow should not be viewed as indicative of the actual amount of cash that ETRN has available for dividends or that ETRN plans to distribute and are not intended to be liquidity measures.

ETRN is unable to provide a reconciliation of projected adjusted EBITDA from projected net income (loss), the most comparable financial measure calculated in accordance with GAAP, or a reconciliation of projected free cash flow or retained free cash flow to net cash provided by operating activities, the most comparable financial measure calculated in accordance with GAAP. ETRN has not provided a reconciliation of projected adjusted EBITDA to projected net income (loss), the most comparable financial measure calculated in accordance with GAAP, due to the inherent difficulty and impracticability of predicting certain amounts required by GAAP with a reasonable degree of accuracy. Net income (loss) includes the impact of depreciation expense, income tax expense, the revenue impact of changes in the projected fair value of derivative instruments prior to settlement, potential changes in estimates for certain contract liabilities and unbilled revenues and certain other items that impact comparability between periods and the tax effect of such items, which may be significant and difficult to project with a reasonable degree of accuracy. Therefore, a reconciliation of projected adjusted EBITDA to projected net income is not available without unreasonable effort.

ETRN is unable to project net cash provided by operating activities because this metric includes the impact of changes in operating assets and liabilities related to the timing of cash receipts and disbursements that may not relate to the period in which the operating activities occurred. ETRN is unable to project these timing differences with any reasonable degree of accuracy to a specific day, three or more months in advance. Therefore, ETRN is unable to provide projected net cash provided by operating activities, or the related reconciliation of each of projected free cash flow and projected retained free cash flow to projected net cash provided by operating activities without unreasonable effort. ETRN provides a range for the forecasts of net income, adjusted EBITDA, free cash flow and retained free cash flow to allow for the inherent difficulty of predicting certain amounts and the variability in the timing of cash spending and receipts and the impact on the related reconciling items, many of which interplay with each other.

Water EBITDA

As used in this news release, water EBITDA means the earnings before interest, taxes, depreciation and amortization of ETRN’s water services business. Water EBITDA is a non-GAAP supplemental financial measure that management and external users of ETRN’s consolidated financial statements, such as industry analysts, investors, lenders and rating agencies, use to assess the impact of ETRN’s water services business on ETRN’s operating performance and ETRN’s ability to incur and service debt and fund capital expenditures. Water EBITDA should not be considered as an alternative to ETRN’s net income, operating income or any other measure of financial performance presented in accordance with GAAP. Water EBITDA has important limitations as an analytical tool because the measure excludes some, but not all, items that affect net income and operating income. Additionally, because water EBITDA may be defined differently by other companies in ETRN’s industry, the definition of water EBITDA may not be comparable to similarly titled measures of other companies, thereby diminishing the utility of the measure. The table below reconciles water EBITDA from ETRN’s water operating income as derived from ETRN’s statements of consolidated comprehensive income to be included in ETRN’s Quarterly Report on Form 10-Q for the three months ended March 31, 2021.

ETRN has not provided a reconciliation of projected water EBITDA from projected water operating income, the most comparable measure calculated in accordance with GAAP. ETRN does not allocate certain costs, such as interest expenses, to individual assets within its business segments. Therefore, the reconciliation of projected water EBITDA from projected water operating income is not available without unreasonable effort.

Reconciliation of Water EBITDA

 

Three Months Ended March 31,

(Thousands)

2021

 

2020

Water operating income

$

4,477

 

 

$

17,752

 

Add: Depreciation

8,175

 

 

7,116

 

Water EBITDA

$

12,652

 

 

$

24,868

 

About Equitrans Midstream Corporation:

Equitrans Midstream Corporation (ETRN) has a premier asset footprint in the Appalachian Basin and, as the parent company of EQM Midstream Partners, is one of the largest natural gas gatherers in the United States. Through its strategically located assets in the Marcellus and Utica regions, ETRN has an operational focus on gas transmission and storage systems, gas gathering systems, and water services that support natural gas development and production across the Basin. With a rich 135-year history in the energy industry, ETRN was launched as a standalone company in 2018 with the vision to be the premier midstream services provider in North America. ETRN is helping to meet America’s growing need for clean-burning energy, while also providing a rewarding workplace and enriching the communities where its employees live and work.

For more information on Equitrans Midstream Corporation, visit www.equitransmidstream.com; and to learn more about our environmental, social, and governance practices visit https://csr.equitransmidstream.com.

Cautionary Statements

This news release contains certain forward-looking statements within the meaning of Section 21E of the United States Securities Exchange Act of 1934, as amended (the Exchange Act), and Section 27A of the United States Securities Act of 1933, as amended (the Securities Act), concerning ETRN and other matters. These statements may discuss goals, intentions and expectations as to future plans, trends, events, results of operations or financial condition, or otherwise, based on current beliefs of the management of ETRN, as well as assumptions made by, and information currently available to, such management. Words such as “could,” “will,” “may,” “assume,” “forecast,” “position,” “predict,” “strategy,” “expect,” “intend,” “plan,” “estimate,” “anticipate,” “believe,” “project,” “budget,” “potential,” “target,” “expect,” “intend,” “outlook” or “continue,” and similar expressions are used to identify forward-looking statements. These statements are subject to various risks and uncertainties, many of which are outside ETRN’s control. Without limiting the generality of the foregoing, forward-looking statements contained in this communication specifically include expectations of plans, strategies, objectives and growth and anticipated financial and operational performance of ETRN and its affiliates, including guidance and any changes in such guidance regarding ETRN’s gathering, transmission and storage and water service revenue and volume growth, including the anticipated effects associated with the February 2020 Gas Gathering and Compression Agreement and related documents entered into with EQT Corporation (EQT) (collectively, the EQT Global GGA); projected revenue (including from firm reservation fees) and volumes, deferred revenues, expenses, and contract liabilities, and the effects on liquidity, projected revenue, deferred revenue and contract liabilities associated with the EQT Global GGA and the MVP project (including changes in the targeted full in-service date for such project); the ultimate gathering fee relief provided to EQT under the EQT Global GGA and related agreements, including the exercise by EQT of any cash-out option as an alternative to receiving a portion of such relief; ETRN’s ability to de-lever; forecasted adjusted EBITDA (and incremental adjusted EBITDA with MVP full in-service), water operating income, water EBITDA, net income, free cash flow, retained free cash flow, leverage ratio, and deferred revenue; the weighted average contract life of gathering, transmission and storage contracts; infrastructure programs (including the timing, cost, capacity and sources of funding with respect to gathering, transmission and storage and water projects); the cost, capacity, shippers for, timing of regulatory approvals, final design (including expansions or extensions and capital and incremental adjusted EBITDA related thereto), ability to contract additional capacity on and targeted in-service dates of current or in-service projects or assets, in each case as applicable; the ultimate terms, partner relationships and structure of Mountain Valley Pipeline, LLC (MVP JV) and ownership interests therein; the impact of changes in the targeted full in-service date of the MVP project on, among other things, the fair value of the Henry Hub cash bonus provision of the EQT Global GGA; expansion projects in ETRN’s operating areas and in areas that would provide access to new markets; ETRN’s ability to provide produced water handling services and realize expansion opportunities and related capital avoidance; ETRN’s ability to identify and complete acquisitions and other strategic transactions, including joint ventures, effectively integrate transactions into ETRN’s operations, and achieve synergies, system optionality and accretion associated with transactions, including through increased scale; ETRN’s ability to access commercial opportunities and new customers for its water services business, and the timing and final terms of any definitive water services agreement or agreements between EQT and ETRN entered into pursuant to the letter agreement between the parties in respect of water services (Water Services Letter Agreement); any credit rating impacts associated with the MVP project, customer credit ratings changes, including EQT’s, and defaults, acquisitions, dispositions and financings and any changes in EQM’s credit ratings; the impact of the dispute with EQT (or resolution thereof) regarding the Hammerhead gathering agreement and/or ownership of the Hammerhead pipeline on ETRN’s business and results of operations; the impact of such dispute (or resolution thereof) on investors’ perceptions of ETRN’s commercial relationship with EQT; the effect and outcome of future litigation and other proceedings, including regulatory proceedings; the effects of any consolidation of or effected by upstream gas producers, whether in or outside of the Appalachian Basin; the ability of ETRN’s contracts to survive a customer bankruptcy or restructuring, the outcome of any attempt to reject such contracts in such contexts (or related negotiations) and the impact on the Company’s results of operations and liquidity of a customer bankruptcy or restructuring; the timing and amount of future issuances or repurchases of ETRN’s securities; the effects of conversion, if at all, of ETRN’s preferred shares; the effects of seasonality; expected cash flows and MVCs, including those associated with the EQT Global GGA and any definitive agreement or agreements between EQT and the Company related to the Water Services Letter Agreement, and the potential impacts thereon of the commission timing and cost of the MVP project; projected capital contributions and capital and operating expenditures, including the amount and timing of reimbursable capital expenditures, capital budget and sources of funds for capital expenditures; dividend amounts, timing and rates; changes in commodity prices and the effect of commodity prices on ETRN’s business; future decisions of customers in respect of curtailing natural gas production, choke management, timing of turning wells in line, rig and completion activity and related impacts on ETRN’s business; liquidity and financing requirements, including sources and availability; interest rates; the ability of ETRN’s subsidiaries (some of which are not wholly owned) to service debt under, and comply with the covenants contained in, their respective credit agreements; the MVP JV’s ability to raise project-level debt; expectations regarding production, gathered and water volumes in ETRN’s areas of operations; ETRN’s ability to achieve anticipated benefits associated with the execution of the EQT Global GGA, the Water Services Letter Agreement and related agreements; the impact on ETRN and its subsidiaries of the coronavirus disease 2019 (COVID-19) pandemic, including, among other things, effects on demand for natural gas and ETRN’s services, levels of production of associated gas from basins such as the Permian basin, commodity prices and access to capital; ETRN’s ability to achieve its ESG and sustainability goals (including goals set forth in its climate policy); the effects of government regulation; and tax status and position. These forward-looking statements involve risks and uncertainties that could cause actual results to differ materially from projected results.

Accordingly, investors should not place undue reliance on forward-looking statements as a prediction of actual results. ETRN has based these forward-looking statements on current expectations and assumptions about future events. While ETRN considers these expectations and assumptions to be reasonable, they are inherently subject to significant business, economic, competitive, regulatory, judicial and other risks and uncertainties, many of which are difficult to predict and are beyond ETRN’s control. The risks and uncertainties that may affect the operations, performance and results of ETRN’s business and forward-looking statements include, but are not limited to, those set forth under “Item 1A. Risk Factors” in ETRN’s Annual Report on Form 10-K for the year ended December 31, 2020 filed with the Securities and Exchange Commission (the SEC), as updated by the risk factors disclosed under Part II, “Item 1A. Risk Factors,” of ETRN’s Quarterly Report on Form 10-Q for the three months ended March 31, 2021 to be filed with the SEC and ETRN’s subsequent filings. Any forward-looking statement speaks only as of the date on which such statement is made, and ETRN does not intend to correct or update any forward-looking statement, unless required by securities laws, whether as a result of new information, future events or otherwise. As forward-looking statements involve significant risks and uncertainties, caution should be exercised against placing undue reliance on such statements.

EQUITRANS MIDSTREAM CORPORATION

STATEMENTS OF CONSOLIDATED COMPREHENSIVE INCOME (UNAUDITED)

 

Three Months Ended March 31,

 

2021

 

2020

 

 

 

 

 

(Thousands, except per share amounts)

Operating revenues

$

379,996

 

 

$

453,113

 

Operating expenses:

 

 

 

Operating and maintenance

34,099

 

 

38,422

 

Selling, general and administrative

35,494

 

 

29,739

 

Transaction costs

 

 

11,360

 

Depreciation

68,618

 

 

61,348

 

Amortization of intangible assets

16,205

 

 

14,581

 

Impairments of long-lived assets

 

 

55,581

 

Total operating expenses

154,416

 

 

211,031

 

Operating income

225,580

 

 

242,082

 

Equity income

3

 

 

54,072

 

Other income

7,599

 

 

4,163

 

Loss on extinguishment of debt

41,025

 

 

24,864

 

Net interest expense

95,144

 

 

66,754

 

Income before income taxes

97,013

 

 

208,699

 

Income tax expense

20,416

 

 

19,139

 

Net income

76,597

 

 

189,560

 

Net income attributable to noncontrolling interests

3,914

 

 

119,828

 

Net income attributable to ETRN

72,683

 

 

69,732

 

Preferred dividends

14,628

 

 

 

Net income attributable to ETRN common shareholders

$

58,055

 

 

$

69,732

 

 

 

 

 

Earnings per share of common stock attributable to ETRN common shareholders – basic

$

0.13

 

 

$

0.28

 

Earnings per share of common stock attributable to ETRN common shareholders – diluted

$

0.13

 

 

$

0.28

 

 

 

 

 

Weighted average common shares outstanding – basic

432,983

 

 

248,591

 

Weighted average common shares outstanding – diluted

433,158

 

 

248,591

 

EQUITRANS MIDSTREAM CORPORATION

GATHERING RESULTS OF OPERATIONS

 

Three Months Ended March 31,

 

2021

 

2020

 

 

 

 

FINANCIAL DATA

(Thousands, except per day amounts)

Firm reservation fee revenues(1)

$

148,192

 

 

$

152,079

 

Volumetric-based fee revenues

101,884

 

 

157,968

 

Total operating revenues

250,076

 

 

310,047

 

Operating expenses:

 

 

 

Operating and maintenance

22,666

 

 

18,878

 

Selling, general and administrative

24,804

 

 

21,235

 

Transaction costs

 

 

4,104

 

Depreciation

46,547

 

 

40,440

 

Amortization of intangible assets

16,205

 

 

14,581

 

Impairments of long-lived assets

 

 

55,581

 

Total operating expenses

110,222

 

 

154,819

 

Operating income

$

139,854

 

 

$

155,228

 

 

 

 

 

Other income(2)

$

7,135

 

 

$

4,170

 

 

 

 

 

OPERATIONAL DATA

 

 

 

Gathered volumes (BBtu per day):

 

 

 

Firm capacity(1)

5,244

 

 

3,282

 

Volumetric-based services

3,345

 

 

5,014

 

Total gathered volumes

8,589

 

 

8,296

 

 

 

 

 

Capital expenditures(3)

$

48,113

 

 

$

111,454

 

(1) Includes revenues and volumes, as applicable, from contracts with MVCs.

(2) Other income includes the unrealized gains on derivative instruments associated with the Henry Hub cash bonus payment provision.

(3) Includes approximately $1.7 million and $12.5 million of capital expenditures related to noncontrolling interests in Eureka for the three months ended March 31, 2021 and 2020, respectively.

EQUITRANS MIDSTREAM CORPORATION

TRANSMISSION RESULTS OF OPERATIONS

 

Three Months Ended March 31,

 

2021

 

2020

 

 

 

 

FINANCIAL DATA

(Thousands, except per day amounts)

Firm reservation fee revenues

$

101,389

 

 

$

99,597

 

Volumetric-based fee revenues

10,030

 

 

7,018

 

Total operating revenues

111,419

 

 

106,615

 

Operating expenses:

 

 

 

Operating and maintenance

7,282

 

 

9,441

 

Selling, general and administrative

8,849

 

 

5,182

 

Depreciation

13,800

 

 

13,558

 

Total operating expenses

29,931

 

 

28,181

 

Operating income

$

81,488

 

 

$

78,434

 

 

 

 

 

Equity income

$

3

 

 

$

54,072

 

 

 

 

 

OPERATIONAL DATA

 

 

 

Transmission pipeline throughput (BBtu per day):

 

 

 

Firm capacity reservation

2,937

 

 

3,000

 

Volumetric-based services

9

 

 

15

 

Total transmission pipeline throughout

2,946

 

 

3,015

 

 

 

 

 

Average contracted firm transmission reservation commitments

(BBtu per day)

4,424

 

 

4,453

 

 

 

 

 

Capital expenditures(1)

$

3,505

 

 

$

10,798

 

(1) Transmission capital expenditures do not include capital contributions made to the MVP JV for the MVP and MVP Southgate projects of approximately $10.7 million and $45.2 million for the three months ended March 31, 2021 and 2020, respectively.

EQUITRANS MIDSTREAM CORPORATION

WATER RESULTS OF OPERATIONS

 

Three Months Ended March 31,

 

2021

 

2020

 

 

 

 

FINANCIAL DATA

(Thousands)

Firm reservation fee revenues(1)

$

1,844

 

 

$

12,776

 

Volumetric based fee revenues

16,657

 

 

23,675

 

Water services revenues

18,501

 

 

36,451

 

Operating expenses:

 

 

 

Operating and maintenance

4,135

 

 

10,103

 

Selling, general and administrative

1,714

 

 

1,480

 

Depreciation

8,175

 

 

7,116

 

Total operating expenses

14,024

 

 

18,699

 

Operating income

$

4,477

 

 

$

17,752

 

 

 

 

 

OPERATIONAL DATA

 

 

 

Water volumes (MMgal)

 

 

 

Firm capacity reservation(1)

36

 

 

210

 

Volumetric based services

380

 

 

383

 

Total water volumes

416

 

 

593

 

 

 

 

 

Capital expenditures

$

4,807

 

 

$

3,476

 

(1) Includes revenues and volumes, as applicable, from contracts with MVCs.

Source: Equitrans Midstream Corporation

Analyst inquiries:

Nate Tetlow – Vice President, Corporate Development and Investor Relations

412-553-5834

[email protected]

Media inquiries:

Natalie Cox – Communications and Corporate Affairs

412-395-3941

[email protected]

KEYWORDS: Pennsylvania United States North America

INDUSTRY KEYWORDS: Energy Utilities Oil/Gas

MEDIA:

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Sage Therapeutics Announces First Quarter 2021 Financial Results and Highlights Pipeline and Business Progress

Sage Therapeutics Announces First Quarter 2021 Financial Results and Highlights Pipeline and Business Progress

Company on-track to initiate placebo-controlled Phase 2 trial with SAGE-718 in Huntington’s disease in late 2021, as the target for the first indication for SAGE-718, following encouraging signals in Phase 1 data

PARADIGM Study with SAGE-718 showed improved performance from baseline on multiple tests of executive function over 14 days of treatment in patients with Parkinson’s disease cognitive impairment, further supporting development in disorders associated with cognitive dysfunction

Positive topline data from Phase 2 KINETIC Study showed statistically significant reduction in tremor score with SAGE-324 compared to placebo at Day 29 in adults with essential tremor

Continued positive data demonstrated for the 30 and 50 mg doses of zuranolone in open-label SHORELINE Study of zuranolone in patients with major depressive disorder

Conference call today at 8:00 a.m. ET

CAMBRIDGE, Mass.–(BUSINESS WIRE)–
Today, Sage Therapeutics, Inc. (NASDAQ: SAGE), a biopharmaceutical company committed to developing novel therapies with the potential to transform the lives of people with debilitating disorders of the brain, reported business highlights and financial results for the first quarter ended March 31, 2021.

“Sage started 2021 with significant advances across our depression, neurology and neuropsychiatry franchises, and the progress we’ve made so far this year sets us up for near-, medium- and long-term value creation opportunities as we further advance our deep organic pipeline,” said Barry Greene, chief executive officer at Sage Therapeutics. “In the first quarter alone, we demonstrated the significant potential of our innovative development-stage therapeutics that modulate the GABA and NMDA pathways, through the positive clinical data demonstrated in studies of zuranolone, SAGE-324 and now SAGE-718. We are making great progress toward our goal of becoming the leading brain health company and a top-tier biopharmaceutical company, with multiple upcoming catalysts that I believe represent important steps on our mission of delivering medicines that matter to address the ongoing crisis in brain health.”

First Quarter 2021 and Recent Portfolio Updates

Sage is advancing a portfolio of clinical programs featuring internally discovered novel chemical entities with the potential to become differentiated products designed to improve brain health by targeting the GABAA and NMDA receptor systems. Dysfunction in these systems is thought to be at the core of numerous brain health disorders.

Depression Franchise

Sage’s depression franchise features zuranolone, Sage’s next-generation positive allosteric modulator (PAM) of GABAA receptors being evaluated in clinical development as a treatment for various affective disorders, and ZULRESSO® (brexanolone) CIV injection, approved by the U.S. Food and Drug Administration (FDA) as the first treatment specifically indicated for postpartum depression (PPD). Zuranolone has received breakthrough therapy designation from the FDA for the treatment of major depressive disorder (MDD). Sage is jointly developing zuranolone in the U.S. with Biogen.

Zuranolone is being evaluated as a potential rapid-acting, short-course treatment for PPD and MDD in the NEST and LANDSCAPE clinical trial programs. Four Phase 3 clinical studies with zuranolone are ongoing. If successful, these programs may support paths to approval with three distinct opportunities to address patient needs: PPD, acute rapid response therapy (RRT) in MDD when co-initiated with a new standard antidepressant, and as-needed treatment of MDD.

  • In March 2021, Sage reported complete, topline 12-month data from the 30 mg cohort and interim topline data from the 50 mg cohort of the ongoing Phase 3 open-label SHORELINE Study. The SHORELINE Study is designed to evaluate the safety and tolerability of zuranolone in adults for up to one year. Data reported showed:

    • After the initial 2-week zuranolone treatment, more than 70% of patients who received 30 mg and 80% of patients who received 50 mg achieved positive response at Day 15.
    • In the 30 mg zuranolone cohort, approximately 70% of participants with positive response to an initial 2-week treatment required at most one additional zuranolone treatment during the 12-month study.

      • Of the 489 patients continuing in the study, 210 (42.9%) patients used only the single initial zuranolone course, while 125 (25.6%) used a total of two courses, 58 (11.9%) used a total of three courses, 53 (10.8%) used a total of four courses, and 43 (8.8%) used a total of five courses.
    • In the 199 patients who received zuranolone 50 mg only, approximately 80% achieved response and 43.2% achieved remission after the initial 2-week treatment period.

      • In this cohort the adverse event (AE) profile was similar to that seen in patients who received 30 mg zuranolone.
    • In both 30 mg and 50 mg cohorts, zuranolone was generally well-tolerated with an AE profile consistent with data reported earlier.

      • 30 mg cohort: 368 (51%) patients reported at least one adverse event. The most common treatment emergent adverse events (TEAEs) (reported ≥5%) were somnolence (86; 11.9%), headache (103; 14.2%), and dizziness (54; 7.4%). Most adverse events were mild or moderate.
      • Retreatment: The overall incidence rates of TEAEs during the second, third, fourth, and fifth treatment courses were, 42% (120/286), 28.6% (45/157), 29% (28/96), and 27.9% (12/43), respectively. The incidence of TEAEs in the first treatment course was 51% (368/725). The safety profile on treatment, off-treatment, and in between treatments has shown a consistent pattern to date in AE presentation across treatment courses.
      • 50 mg cohort:62.8% (125/199) subjects reported at least one AE. Events >5% of somnolence, dizziness, and sedation were observed to be more frequent in the 50 mg cohort, but were similar in severity to the events seen with 30 mg. Most adverse events were mild or moderate.
  • The Company plans to reopen enrollment in the 50 mg cohort of the open-label SHORELINE Study, increasing the target enrollment to 500 patients. Additionally, the Company plans to offer patients from the CORAL Study the ability to roll-over into the SHORELINE Study following completion of the CORAL Study. These extensions of the SHORELINE Study will allow Sage to collect additional long-term data on patients treated with zuranolone 50 mg.

The Company expects the following zuranolone data readouts in 2021:

  • 1H 2021:

    • WATERFALL (MDD-301B) Study: A placebo-controlled Phase 3 trial evaluating a two-week course of zuranolone 50 mg in patients with MDD, with additional short-term follow-up. In February 2021 the Company announced the WATERFALL Study was closed to enrollment.
  • Late 2021:

    • CORAL (MDD-305) Study: A placebo-controlled Phase 3 trial evaluating a two-week course of zuranolone 50 mg, when co-initiated with a new antidepressant, in patients with MDD, with additional short-term follow-up.
    • SHORELINE (MDD-303) Study 50 mg Cohort (1-year data): An open-label Phase 3 trial designed to naturalistically follow patients with MDD and evaluate the safety and tolerability of zuranolone 50 mg in adults for up to one year.
    • SKYLARK (PPD-301) Study: A placebo-controlled Phase 3 trial evaluating a two-week course of zuranolone 50 mg in women with PPD, with additional short-term follow-up.

Sage plans to align with the FDA on data to support a potential future new drug application (NDA). Additional development plans for zuranolone in indications beyond MDD and PPD will be determined as part of the Company’s strategic collaboration with Biogen.

Neurology Franchise

SAGE-324, a next-generation PAM of GABAA receptors and Sage’s lead neurology program, is in development as a potential oral therapy for neurological conditions, such as essential tremor (ET), epilepsy and Parkinson’s disease (PD). Sage is jointly developing SAGE-324 in the U.S. with Biogen.

  • In April 2021, Sage reported topline data from the KINETIC Study evaluating SAGE-324 in the treatment of people with ET. The KINETIC Study is a Phase 2 study that evaluated the efficacy, safety, and tolerability of SAGE-324 60 mg in patients with ET aged 18 to 80 years old.

    • In the full analysis set (ITT),patients receiving SAGE-324 experienced a statistically significant reduction from baseline in TETRAS Performance Subscale Item 4 compared to placebo at Day 29 (P=0.049), corresponding to a 36% reduction in upper limb tremor amplitude from baseline in the SAGE-324 group compared to a 21% reduction in the placebo group.
    • In a pre-specified subgroup analysis, patients with a more severe tremor at baseline (TETRAS ≥12) demonstrated a statistically significant reduction from baseline in the TETRAS Item 4 upper limb tremor score at Day 29 (p=0.007) which corresponded to a 41% reduction in upper limb tremor amplitude compared to an 18% reduction for placebo.
    • Safety and Tolerability:Patients were randomized 1:1 to receive SAGE-324 (60 mg) or matched placebo once daily in the morning. The trial evaluated treatment of SAGE-324 at the higher end of the dose range and the daily dose could be down-titrated to 45 mg or 30 mg if 60 mg was not well tolerated. Down-titration of dose occurred in 62% of patients who received SAGE-324 and discontinuations were noted in 38% of patients receiving SAGE-324. AEs were generally consistent with the safety profile of SAGE-324 seen to date. The most common TEAEs that occurred in ≥10% of patients in the SAGE-324 treatment group and at a rate at least twice as high as that of patients in the placebo group were: somnolence 68%; dizziness 38%; balance disorder 15%; diplopia 12%; dysarthria 12%; and gait disturbance 12%.
    • Activities of Daily Living (ADL) Scores:ADL scores showed a statistically significant correlation with upper limb tremor score at all timepoints. While not powered to fully examine TETRAS ADL, SAGE-324 was also numerically superior to placebo at all time points during treatment.

The following milestones are expected for the neurology franchise in late 2021:

  • Sage anticipates initiating a dose-ranging Phase 2 clinical trial with SAGE-324.

Additional development plans for SAGE-324 will be determined as part of the Company’s strategic collaboration with Biogen.

Neuropsychiatry Franchise

SAGE-718, Sage’s first-in-class NMDA receptor PAM and lead neuropsychiatric drug candidate, is in development as a potential oral therapy for cognitive disorders associated with NMDA receptor dysfunction, potentially including Huntington’s disease (HD), PD and Alzheimer’s disease (AD).

In the Phase 2a open-label PARADIGM Study, eight patients aged 50 to 75 years old with mild cognitive impairment due to PD received SAGE-718 3 mg daily for two-weeks.

  • Patients showed performance improvements from baseline on multiple tests in the cognitive domain of executive function during the 14 days of treatment.
  • Emerging signals on several measures also suggested improved performance from baseline on additional cognitive tests in the domains of learning and memory over a similar timeframe.
  • SAGE-718 was generally well tolerated; there were no serious AEs and no TEAEs were determined to be related to SAGE-718.
  • As expected, and due to its potentially unique profile, in certain tests of attention and psychomotor speed, SAGE-718 demonstrated neutral results. Other classes of medicines, including amphetamines, have been shown to alter simple attention or reaction time but not improve cognitive attributes.

Findings from the PARADIGM Study extend Sage’s understanding of the potential impact of SAGE-718 on multiple domains of cognition. To date, SAGE-718 has demonstrated improvements in executive function in phase 1 and phase 2a studies and these findings add to the Company’s confidence in the potential for SAGE-718 to become an important treatment for disorders associated with cognitive dysfunction, including HD, PD and AD.

Based on data generated with SAGE-718 to date, the Company intends to pursue several paths forward for SAGE-718 in parallel:

  • HD

    • Initiate a placebo-controlled Phase 2 trial with SAGE-718 in early to moderate HD in late 2021. If the overall HD development program is successful, the Company believes HD could be the lead indication pursued for SAGE-718.
  • PD

    • Activate a new 4-week dosing cohort in the PARADIGM Study to gather additional data in the PD patient population.

The following milestones are expected for the neuropsychiatry franchise in late 2021:

  • LUMINARY (718-CNA-201) Study: The Company anticipates topline data from the LUMINARY Study, a Phase 2a open-label trial evaluating SAGE-718 in patients with AD mild cognitive impairment and mild dementia. The Company initiated enrollment and dosing in this study in early 2021.
  • Phase 2 Study in HD: The Company expects to initiate a placebo-controlled Phase 2 trial with SAGE-718 in early to moderate HD.

Early Development

Sage expects to complete certain Phase 1 clinical studies for two programs in its early development pipeline in 2021, SAGE-689 (single ascending dose) and SAGE-904 (single ascending dose and multiple ascending dose).

  • SAGE-689: is an intramuscular GABAA receptor PAM in development as a potential therapy for disorders associated with acute GABA hypofunction.
  • SAGE-904: is Sage’s second NMDA receptor PAM product candidate in development as a potential oral therapy for disorders associated with NMDA hypofunction.

Results from the planned Phase 1 studies will inform further development of these programs.

Additionally, the Company recently announced plans to advance SAGE-319 and SAGE-421 to preclinical studies.

  • SAGE-319: is an oral, extrasynaptic GABAA receptor preferring PAM that Sage plans to study for potential use in disorders of social interaction.
  • SAGE-421: is an oral, NMDA receptor PAM that Sage plans to study for potential use in neurodevelopmental disorders and cognitive recovery and rehabilitation.

Other Development Opportunities

Sage’s Phase 3 trial with brexanolone in patients with advanced COVID-19 related acute respiratory distress syndrome (ARDS) is ongoing. The Company expects data from this trial in 2021.

ANTICIPATED 2021 MILESTONES

1H21:

  • Zuranolone:

    • Report topline data from Phase 3 WATERFALL Study

Late 2021:

  • Zuranolone:

    • Report topline data from Phase 3 SKYLARK Study
    • Report topline data from Phase 3 CORAL Study
    • Report topline data from Phase 3 SHORELINE Study 50 mg cohort
  • SAGE-324:

    • Initiate Phase 2 dose-ranging study in ET
  • SAGE-718:

    • Report topline data from Phase 2a LUMINARY open-label, signal finding study in patients with AD mild cognitive impairment and mild dementia
    • Initiate placebo-controlled Phase 2 study in early to moderate HD
  • Brexanolone:

    • Report data from Phase 3 study in patients with advanced COVID-19 related ARDS
  • SAGE-689 & SAGE-904:

    • Complete planned Phase 1 studies (SAD for SAGE-689 and SAD/MAD for SAGE-904)

FINANCIAL RESULTS FOR THE FIRST QUARTER 2021

  • Cash Position: Cash, cash equivalents and marketable securities as of March 31, 2021 were $2.0 billion compared to $2.1 billion at December 31, 2020.
  • Revenue: Net revenue from sales of ZULRESSO was $1.6 million in the first quarter of 2021 compared to $2.3 million in the same period of 2020.
  • R&D Expenses: Research and development expenses were $58.1 million, including $9.3 million of non-cash stock-based compensation expense, in the first quarter of 2021 compared to $63.6 million, including $12.2 million of non-cash stock-based compensation expense, for the same period in 2020, a decrease of $5.5 million. The amount for the first quarter of 2021 reflects an increase in expenses of $16.6 million and a reduction in expenses of $22.1 million due to reimbursement from Biogen pursuant to the Biogen Collaboration and License Agreement. The primary reasons for the increase in expenses were spending on the WATERFALL Study and the CORAL Study.
  • SG&A Expenses: Selling, general and administrative expenses were $39.8 million, including $12.7 million of non-cash stock-based compensation expense, in the first quarter of 2021 compared to $70.1 million, including $18.9 million of non-cash stock-based compensation expense, for the same period in 2020, a decrease of $30.3 million. The amount for the first quarter of 2021 reflects a decrease in expenses of $27.6 million, and a reduction in expenses of $2.7 million due to reimbursement from Biogen pursuant to the Biogen Collaboration and License Agreement. The primary reason for the decrease in expenses was the impact of the restructuring that the Company announced during the second quarter of 2020.
  • Net Loss: Net loss was $95.8 million for the first quarter of 2021 compared to a net loss of $126.7 million for the same period in 2020.

FINANCIAL GUIDANCE

  • Sage anticipates cash, cash equivalents, and marketable securities of more than $1.7 billion at end of 2021.
  • The Company does not anticipate receipt of any milestone payments from collaborations in 2021.

Conference Call Information

Sage will host a conference call and webcast today, Tuesday, May 4, at 8:00 a.m. ET to discuss its first quarter 2021 financial results and recent corporate updates. The live webcast can be accessed on the investor page of Sage’s website at investor.sagerx.com. A replay of the webcast will be available on Sage’s website approximately two hours after the completion of the event and will be archived for up to 30 days.

About Sage Therapeutics

Sage Therapeutics is a biopharmaceutical company committed to developing novel therapies with the potential to transform the lives of people with debilitating disorders of the brain. We are pursuing new pathways with the goal of improving brain health, and our depression, neurology and neuropsychiatry franchise programs aim to change how brain disorders are thought about and treated. Our mission is to make medicines that matter so people can get better, sooner. For more information, please visit www.sagerx.com.

Forward-Looking Statements

Various statements in this release concern Sage’s future expectations, plans and prospects, including without limitation: our views and expectations regarding our planned research and development activities and related timelines, including plans for reporting data, initiation of new activities, and advancement of our pipeline; our belief in the potential profile and benefit of our product candidates, and the opportunity to help patients in various indications; the potential regulatory pathways for our product candidates and potential lead indications; our goal to deliver medicines that we hope will help patients; our mission to become the leading brain health company and top-tier bio-pharmaceutical company; our statements regarding the vision, opportunity and potential for our business and potential value creation opportunities; and our expectations with respect to 2021 year-end cash. These statements constitute forward-looking statements as that term is defined in the Private Securities Litigation Reform Act of 1995. These forward-looking statements are neither promises nor guarantees of future performance, and are subject to a variety of risks and uncertainties, many of which are beyond our control, which could cause actual results to differ materially from those contemplated in these forward-looking statements, including the risks that: success in non-clinical studies or in earlier clinical trials or at interim time periods may not be repeated or observed in ongoing or future studies, and ongoing and future non-clinical and clinical results may not meet their primary or key secondary endpoints or be sufficient to file for or gain regulatory approval to market the product without further development work or may not support further development at all; we may encounter adverse events at any stage of development that negatively impact further development or that require additional nonclinical and clinical work which may not yield positive results; we may encounter different or more severe adverse events at the higher doses we are studying in our ongoing trials; we may encounter issues with the efficacy or durability of short-term treatment, or co-initiated treatment with zuranolone or safety and efficacy concerns with respect to retreatment that require additional studies be conducted; the impact of the COVID-19 pandemic on our clinical development timelines may be more significant than we expect and may negatively impact expected site initiation, enrollment or conduct in our clinical trials, or cause us to pause trials or not be able to use data, in each case which may significantly impact our ability to meet our expected timelines or may significantly impact the integrity or sufficiency of the data from our trials or increase our costs or cause us to have to change our plans; we may encounter other delays in initiation, conduct or completion of our ongoing and planned clinical trials, including as a result of slower than expected site initiation or enrollment, the need or decision to expand the trials or other changes, that may impact our ability to meet our expected timelines and increase our costs; the FDA may ultimately decide that the design or results of our completed and planned clinical trials for any of our product candidates, even if positive, are not sufficient for regulatory approval in the indications that are the focus of our development plans; other decisions or actions of the FDA or other regulatory agencies may affect the initiation, timing, design, size, progress and cost of clinical trials and our ability to proceed with further development; the anticipated benefits of our ongoing collaborations may never be achieved and the need to align with our collaborators may hamper or delay our development and commercialization efforts or increase our costs; our business may be adversely affected and our costs may increase if any of our key collaborators fails to perform its obligations or terminates our collaboration; the internal and external costs required for our ongoing and planned activities, and the resulting impact on expense and use of cash, may be higher than expected which may cause us to use cash more quickly than we expect or change or curtail some of our plans or both; we may never be able to generate meaningful revenues from sales of ZULRESSO or to generate revenues at levels we expect or at levels necessary to justify our investment; we may not be successful in our development of any of our product candidates in any indication we are currently pursuing or may in the future pursue; our expectations as to year-end cash may prove not to be correct for other reasons such as changes in plans or actual events being different than our assumptions; we may be opportunistic in our future financing plans even if available cash is sufficient; the number of patients with the diseases or disorders for which our products are developed or the unmet need for additional treatment options may be significantly smaller than we expect; and we may encounter technical and other unexpected hurdles in the development and manufacture of our product candidates or the commercialization of our marketed product which may delay our timing or change our plans, increase our costs or otherwise negatively impact our business; as well as those risks more fully discussed in the section entitled “Risk Factors” in our most recent Quarterly Report on Form 10-Q, as well as discussions of potential risks, uncertainties, and other important factors in our subsequent filings with the Securities and Exchange Commission. In addition, any forward-looking statements represent our views only as of today, and should not be relied upon as representing our views as of any subsequent date. We explicitly disclaim any obligation to update any forward-looking statements.

 

Sage Therapeutics, Inc. and Subsidiaries

Condensed Consolidated Statements of Operations

(in thousands, except share and per share data)

(unaudited)

 

Three Months Ended March 31,

2021

 

2020

Product revenue, net

$

1,583

 

$

2,286

 

 
Operating costs and expenses:
Cost of goods sold

 

187

 

 

170

 

Research and development

 

58,056

 

 

63,610

 

Selling, general and administrative

 

39,847

 

 

70,130

 

Total operating costs and expenses

 

98,090

 

 

133,910

 

Loss from operations

 

(96,507

)

 

(131,624

)

 
Interest income, net

 

708

 

 

4,729

 

Other income, net

 

35

 

 

155

 

Net loss

$

(95,764

)

$

(126,740

)

Net loss per share – basic and diluted

$

(1.64

)

$

(2.44

)

Weighted average shares outstanding – basic and diluted

 

58,374,219

 

 

51,908,760

 

 

Sage Therapeutics, Inc. and Subsidiaries

Condensed Consolidated Balance Sheets

(in thousands)

(unaudited)

 

March 31,

2021

December 31,

2020

Cash, cash equivalents and marketable securities

$

2,004,017

$

2,099,549

Total assets

$

2,080,698

$

2,159,246

Total liabilities

$

77,422

$

86,912

Total stockholders’ equity

$

2,003,276

$

2,072,334

 

ZULRESSO can cause serious side effects, including:

  • Excessive sedation and sudden loss of consciousness. ZULRESSO may cause you to feel very sleepy (excessive sedation) or pass out (loss of consciousness). Your healthcare provider should check you for symptoms of excessive sleepiness every 2 hours while you are awake.
    • During your infusion, tell your healthcare provider right away if you feel like you cannot stay awake during the time you are normally awake or if you feel like you are going to pass out. Your healthcare provider may lower your dose or stop the infusion until symptoms go away.
    • You must have a caregiver or family member with you to help care for your child(ren) during your infusion.
  • Because of the risk of serious harm resulting from excessive sedation or sudden loss of consciousness, ZULRESSO is only available through a restricted program called the ZULRESSO REMS.

ZULRESSO can cause other serious side effects, including:

  • Increased risk of suicidal thoughts or actions. ZULRESSO and other antidepressant medicines may increase suicidal thoughts and actions in some people 24 years of age and younger. Pay close attention to and tell your healthcare provider right away if you have any of the following symptoms, especially if they are new, worse, or worry you:
    • Attempts to commit suicide, thoughts about suicide or dying, new or worse depression, other unusual or sudden changes in behavior or mood.
    • Keep all follow-up visits and call your healthcare provider between visits as needed, especially if you have concerns about symptoms.

The most common side effects of ZULRESSO include:

  • Sleepiness, dry mouth, passing out, flushing of the skin or face.

Call your doctor for medical advice about side effects. You may report side effects to FDA at 1-800-FDA-1088.

Before receiving ZULRESSO, tell your healthcare provider about all your medical conditions including if you drink alcohol, have kidney problems, are pregnant or think you may be pregnant, or are breastfeeding or plan to breastfeed. It is not known if ZULRESSO will harm your unborn baby. If you become pregnant during treatment, talk with your healthcare provider about enrolling with the National Pregnancy Registry for Antidepressants at 1-844-405-6185.

While receiving ZULRESSO, avoid the following:

  • Driving a car or doing other dangerous activities after your ZULRESSO infusion until your feeling of sleepiness has completely gone away.
  • Do not drink alcohol.

Tell your healthcare provider about all the medicines you take, including prescription and over-the-counter medicines, vitamins, and herbal supplements. ZULRESSO and some medicines may interact with each other and cause serious side effects.

Especially tell your healthcare provider if you take other antidepressants, opioids, or Central Nervous System (CNS) depressants (such as benzodiazepines).

Please see the patient Medication Guide, including information about serious side effects, for ZULRESSO in the full Prescribing Information.

Investor Contact

Jeff Boyle

347-247-5089

[email protected]

Media Contact

Maureen L. Suda

617-949-4289

[email protected]

KEYWORDS: United States North America Massachusetts

INDUSTRY KEYWORDS: Biotechnology Mental Health Health Pharmaceutical Clinical Trials

MEDIA:

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Westlake Chemical Partners LP Announces First Quarter 2021 Results

Westlake Chemical Partners LP Announces First Quarter 2021 Results

• Declared quarterly distribution of $0.4714 per unit; 27th consecutive quarterly distribution

• Ethylene sales agreement benefits Westlake Partners, providing predictable cash flows

HOUSTON–(BUSINESS WIRE)–
Westlake Chemical Partners LP (NYSE: WLKP) (the “Partnership”) today reported net income attributable to the Partnership of $15.1 million, or $0.43 per limited partner unit, for the three months ended March 31, 2021. Ethylene production in the first quarter was impacted by a severe winter storm. As a result of the storm, Westlake Chemical OpCo LP (“OpCo”) declared force majeure under OpCo’s Ethylene Sales Agreement with Westlake Chemical Corporation (“Westlake Chemical”). Under this agreement, Westlake Chemical is obligated to purchase a defined amount of ethylene from OpCo each calendar year at cost plus a fixed price per pound. As a result of this agreement, net income in the first quarter of 2021 included a $9.7 million benefit related to a 2021 buyer deficiency as well as recovery of certain other costs to which OpCo is entitled for ethylene that OpCo would have produced, as a result of the force majeure events.

Net income attributable to the Partnership in the first quarter of 2021 of $15.1 million decreased by $2.6 million compared to first quarter 2020 net income attributable to the Partnership of $17.7 million. The decrease in net income was a result of the impact from the winter storm, partially offset by higher earnings on third-party sales. Cash flows from operating activities in the first quarter of 2021 were $155.4 million, an increase of $44.4 million compared to first quarter 2020 cash flows from operating activities of $111.0 million. This increase in cash flows from operating activities was primarily due to the receipt of the 2020 buyer deficiency payment that resulted from obligations Westlake Chemical incurred due to the two hurricanes in 2020 (“2020 Buyer Deficiency Payment”). For the three months ended March 31, 2021, MLP distributable cash flow of $16.2 million decreased by $2.1 million from first quarter 2020 MLP distributable cash flow of $18.3 million. The decrease in MLP distributable cash flow was primarily attributable to the lower earnings at OpCo resulting from the winter storm as well as contributions for turnaround reserves.

First quarter 2021 net income attributable to the Partnership of $15.1 million was comparable to fourth quarter 2020 net income attributable to the Partnership of $15.0 million. First quarter 2021 cash flows from operating activities of $155.4 million increased by $122.9 million compared to fourth quarter 2020 cash flows from operating activities of $32.5 million. The increase in cash flows from operating activities was primarily due to the receipt of the 2020 Buyer Deficiency Payment in January 2021. First quarter 2021 MLP distributable cash flow of $16.2 million was comparable to fourth quarter 2020 MLP distributable cash flow of $15.6 million.

“The Partnership had a solid start to 2021 driven by robust demand from downstream ethylene derivative products and a strong pricing environment for our third-party ethylene sales. The severe winter weather led to unplanned production outages at our facilities in Louisiana and Kentucky. Due to the dedication of our employees at these facilities, we were able to quickly resume operations. The protective provisions of our long-term Ethylene Sales Agreement with Westlake Chemical continued to prove beneficial and minimized the impact on the Partnership of the disruptions to our operations,” said Albert Chao, President and Chief Executive Officer. “Our long-term ethylene sales agreement with Westlake Chemical enabled us to continue to deliver reliable earnings and cash flows for the quarter, which provided us the ability to deliver ratable distributions to our unitholders.”

OpCo’s Ethylene Sales Agreement with Westlake Chemical is designed to provide for stable and predictable cash flows. The agreement provides that 95% of OpCo’s ethylene production is sold to Westlake Chemical for a cash margin of $0.10 per pound, net of operating costs, maintenance capital expenditures and reserves for future turnaround expenditures.

On May 3, 2021, the Partnership announced that the Board of Directors of Westlake Chemical Partners GP LLC had approved a quarterly distribution for the first quarter of 2021 of $0.4714 per unit to be payable on May 27, 2021 to unitholders of record as of May 13, 2021, representing the 27th consecutive quarterly distribution to our unitholders. MLP distributable cash flow provided trailing twelve-month coverage of 1.05x the declared distributions for the first quarter of 2021.

The statements in this release and the related teleconference relating to matters that are not historical facts, such as those with respect to cost recovery of expenses incurred in the first quarter of 2021, are forward-looking statements. These forward-looking statements are subject to significant risks and uncertainties. Actual results could differ materially, based on factors including, but not limited to, the COVID-19 pandemic and the response thereto; operating difficulties; the volume of ethylene that we are able to sell; the price at which we are able to sell ethylene; changes in the price and availability of feedstocks; changes in prevailing economic conditions; actions and commitments of Westlake Chemical Corporation; actions of third parties; inclement or hazardous weather conditions, including flooding, and the physical impacts of climate change; environmental hazards; changes in laws and regulations (or the interpretation thereof); inability to acquire or maintain necessary permits; inability to obtain necessary production equipment or replacement parts; technical difficulties or failures; labor disputes; difficulty collecting receivables; inability of our customers to take delivery; fires, explosions or other industrial accidents; our ability to borrow funds and access capital markets; and other risk factors. For more detailed information about the factors that could cause actual results to differ materially, please refer to the Partnership’s Annual Report on Form 10-K for the year ended December 31, 2020, which was filed with the SEC in March 2021.

This release is intended to be a qualified notice under Treasury Regulation Section 1.1446-4(b). Brokers and nominees should treat one hundred percent (100.0%) of the Partnership’s distributions to non-U.S. investors as being attributable to income that is effectively connected with a United States trade or business. Accordingly, the Partnership’s distributions to non-U.S. investors are subject to federal income tax withholding at the highest applicable effective tax rate.

Use of Non-GAAP Financial Measures

This release makes reference to certain “non-GAAP” financial measures, such as MLP distributable cash flow and EBITDA. For this purpose, a non-GAAP financial measure is generally defined by the Securities and Exchange Commission (“SEC”) as a numerical measure of a registrant’s historical or future financial performance, financial position or cash flows that (1) excludes amounts, or is subject to adjustments that have the effect of excluding amounts, that are included in the most directly comparable measure calculated and presented in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”) in the statement of income, balance sheet or statement of cash flows (or equivalent statements) of the registrant; or (2) includes amounts, or is subject to adjustments that have the effect of including amounts, that are excluded from the most directly comparable measure so calculated and presented. We report our financial results in accordance with U.S. GAAP, but believe that certain non-GAAP financial measures, such as MLP distributable cash flow and EBITDA, provide useful supplemental information to investors regarding the underlying business trends and performance of our ongoing operations and are useful for period-over-period comparisons of such operations. These non-GAAP financial measures should be considered as a supplement to, and not as a substitute for, or superior to, the financial measures prepared in accordance with U.S. GAAP. We define MLP distributable cash flow as distributable cash flow less distributable cash flow attributable to Westlake’s noncontrolling interest in OpCo and distributions attributable to the incentive distribution rights holder. MLP distributable cash flow does not reflect changes in working capital balances. We define EBITDA as net income before interest expense, income taxes, depreciation and amortization. MLP distributable cash flow and EBITDA are non-GAAP supplemental financial measures that management and external users of our consolidated financial statements, such as industry analysts, investors, lenders and rating agencies, may use to assess our operating performance as compared to other publicly traded partnerships, our ability to incur and service debt and fund capital expenditures and the viability of acquisitions and other capital expenditure projects and the returns on investment of various investment opportunities. Reconciliations of MLP distributable cash flow to net income and to net cash provided by operating activities and of EBITDA to net income, income from operations and net cash provided by operating activities can be found in the financial schedules at the end of this press release. Buyer deficiency fees as well as recovery of certain other costs to which OpCo is entitled for ethylene that OpCo would have produced are included in net income in the periods in which they are recognized.

Westlake Chemical Partners LP

Westlake Chemical Partners is a limited partnership formed by Westlake Chemical Corporation to operate, acquire and develop ethylene production facilities and other qualified assets. Headquartered in Houston, the Partnership owns a 22.8% interest in Westlake Chemical OpCo LP. Westlake Chemical OpCo LP’s assets consist of three ethylene production facilities in Calvert City, Kentucky, and Lake Charles, Louisiana and an ethylene pipeline. For more information about Westlake Chemical Partners LP, please visit http://www.wlkpartners.com.

Westlake Chemical Partners LP Conference Call Information:

A conference call to discuss Westlake Chemical Partners’ first quarter 2021 results will be held Tuesday, May 4, 2021 at 1:00 p.m. Eastern Time (12:00 p.m. Central Time). To access the conference call, dial (855) 765-5686 or (234) 386-2848 for international callers, approximately 10 minutes prior to the scheduled start time and reference passcode 332 78 38.

A replay of the conference call will be available beginning two hours after its conclusion until 11:59 p.m. Eastern Time on Tuesday, May 11, 2021. To hear a replay, dial (855) 859-2056 or (404) 537-3406 for international callers. The replay passcode is 332 78 38.

The conference call will also be available via webcast at: https://edge.media-server.com/mmc/p/usgwdp4o and the earnings release can be obtained via the Partnership web page at: https://investors.wlkpartners.com/corporate-profile/default.aspx.

WESTLAKE CHEMICAL PARTNERS LP (“WESTLAKE PARTNERS”)

CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

 

 

 

Three Months Ended March 31,

 

 

2021

 

2020

 

 

 

 

 

 

 

(In thousands of dollars, except per unit data)

Revenue

 

 

 

 

Net sales—Westlake Chemical Corporation (“Westlake”)

 

$

219,803

 

 

$

214,828

 

Net co-product, ethylene and other sales—third parties

 

 

48,404

 

 

 

35,721

 

Total net sales

 

 

268,207

 

 

 

250,549

 

Cost of sales

 

 

180,508

 

 

 

147,001

 

Gross profit

 

 

87,699

 

 

 

103,548

 

Selling, general and administrative expenses

 

 

8,673

 

 

 

6,196

 

Income from operations

 

 

79,026

 

 

 

97,352

 

Other income (expense)

 

 

 

 

Interest expense—Westlake

 

 

(2,236

)

 

 

(3,950

)

Other income, net

 

 

7

 

 

 

585

 

Income before income taxes

 

 

76,797

 

 

 

93,987

 

Income tax provision

 

 

175

 

 

 

217

 

Net income

 

 

76,622

 

 

 

93,770

 

Less: Net income attributable to noncontrolling interests in Westlake Chemical OpCo LP (“OpCo”)

 

 

61,476

 

 

 

76,023

 

Net income attributable to Westlake Partners

 

$

15,146

 

 

$

17,747

 

 

 

 

 

 

Net income per limited partners unit attributable to Westlake Partners (basic and diluted)

 

 

 

 

Common units

 

$

0.43

 

 

$

0.50

 

 

 

 

 

 

Distributions declared per unit

 

$

0.4714

 

 

$

0.4714

 

 

 

 

 

 

MLP distributable cash flow

 

$

16,245

 

 

$

18,337

 

 

 

 

 

 

Distributions declared

 

 

 

 

Limited partner units—publicly and privately held

 

$

9,936

 

 

$

9,934

 

Limited partner units—Westlake

 

 

6,657

 

 

 

6,657

 

Total distributions declared

 

$

16,593

 

 

$

16,591

 

EBITDA

 

$

106,575

 

 

$

123,968

 

WESTLAKE CHEMICAL PARTNERS LP

CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited)

 

 

 

March 31,

2021

 

December 31,

2020

 

 

 

 

 

 

 

(In thousands of dollars)

ASSETS

 

 

 

 

Current assets

 

 

 

 

Cash and cash equivalents

 

$

17,289

 

 

$

17,154

 

Receivable under the Investment Management Agreement—Westlake

 

 

187,239

 

 

 

123,228

 

Accounts receivable, net—Westlake

 

 

50,969

 

 

 

108,028

 

Accounts receivable, net—third parties

 

 

19,702

 

 

 

11,029

 

Inventories

 

 

3,171

 

 

 

3,474

 

Prepaid expenses and other current assets

 

 

217

 

 

 

392

 

Total current assets

 

 

278,587

 

 

 

263,305

 

Property, plant and equipment, net

 

 

1,039,261

 

 

 

1,050,677

 

Other assets, net

 

 

39,286

 

 

 

42,506

 

Total assets

 

$

1,357,134

 

 

$

1,356,488

 

 

 

 

 

 

LIABILITIES AND EQUITY

 

 

 

 

Current liabilities (accounts payable and accrued liabilities)

 

$

42,572

 

 

$

39,754

 

Long-term debt payable to Westlake

 

 

399,674

 

 

 

399,674

 

Other liabilities

 

 

1,780

 

 

 

1,923

 

Total liabilities

 

 

444,026

 

 

 

441,351

 

Common unitholders—publicly and privately held

 

 

470,834

 

 

 

471,701

 

Common unitholder—Westlake

 

 

47,690

 

 

 

48,270

 

General partner—Westlake

 

 

(242,572

)

 

 

(242,572

)

Total Westlake Partners partners’ capital

 

 

275,952

 

 

 

277,399

 

Noncontrolling interest in OpCo

 

 

637,156

 

 

 

637,738

 

Total equity

 

 

913,108

 

 

 

915,137

 

Total liabilities and equity

 

$

1,357,134

 

 

$

1,356,488

 

WESTLAKE CHEMICAL PARTNERS LP

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

 

 

 

Three Months Ended March 31,

 

 

2021

 

2020

 

 

 

 

 

 

 

(In thousands of dollars)

Cash flows from operating activities

 

 

 

 

Net income

 

$

76,622

 

 

$

93,770

 

Adjustments to reconcile net income to net cash provided by operating activities:

 

 

 

 

Depreciation and amortization

 

 

27,542

 

 

 

26,031

 

Other balance sheet changes

 

 

51,244

 

 

 

(8,840

)

Net cash provided by operating activities

 

 

155,408

 

 

 

110,961

 

Cash flows from investing activities

 

 

 

 

Additions to property, plant and equipment

 

 

(12,748

)

 

 

(11,989

)

Maturities of investments with Westlake under the Investment Management Agreement

 

 

 

 

 

79,000

 

Investments with Westlake under the Investment Management Agreement

 

 

(64,000

)

 

 

(78,000

)

Other

 

 

126

 

 

 

 

Net cash used for investing activities

 

 

(76,622

)

 

 

(10,989

)

Cash flows from financing activities

 

 

 

 

Quarterly distributions to noncontrolling interest retained in OpCo by Westlake

 

 

(62,058

)

 

 

(79,223

)

Quarterly distributions to unitholders

 

 

(16,593

)

 

 

(16,591

)

Net cash used for financing activities

 

 

(78,651

)

 

 

(95,814

)

Net increase in cash and cash equivalents

 

 

135

 

 

 

4,158

 

Cash and cash equivalents at beginning of period

 

 

17,154

 

 

 

19,923

 

Cash and cash equivalents at end of period

 

$

17,289

 

 

$

24,081

 

WESTLAKE CHEMICAL PARTNERS LP

RECONCILIATION OF MLP DISTRIBUTABLE CASH FLOW TO NET INCOME

AND NET CASH PROVIDED BY OPERATING ACTIVITIES

(Unaudited)

 

 

 

Three Months Ended December 31,

 

Three Months Ended March 31,

 

 

2020

 

2021

 

2020

 

 

 

 

 

 

 

 

 

(In thousands of dollars)

Net cash provided by operating activities

 

$

32,521

 

 

$

155,408

 

 

$

110,961

 

Changes in operating assets and liabilities and other

 

 

42,603

 

 

 

(78,786

)

 

 

(17,191

)

Net Income

 

 

75,124

 

 

 

76,622

 

 

 

93,770

 

Add:

 

 

 

 

 

 

Depreciation, amortization and disposition of property, plant and equipment

 

 

25,387

 

 

 

28,898

 

 

 

26,127

 

Mark-to-market adjustment gain on derivative contracts

 

 

(1,125

)

 

 

 

 

 

(2,491

)

Less:

 

 

 

 

 

 

Contribution to turnaround reserves

 

 

(10,240

)

 

 

(12,332

)

 

 

(9,923

)

Maintenance capital expenditures

 

 

(11,485

)

 

 

(11,743

)

 

 

(11,121

)

Distributable cash flow attributable to noncontrolling interest in OpCo

 

 

(62,058

)

 

 

(65,200

)

 

 

(78,025

)

MLP distributable cash flow

 

$

15,603

 

 

$

16,245

 

 

$

18,337

 

WESTLAKE CHEMICAL PARTNERS LP

RECONCILIATION OF EBITDA TO NET INCOME, INCOME FROM OPERATIONS AND NET CASH

PROVIDED BY OPERATING ACTIVITIES

(Unaudited)

 

 

 

Three Months Ended December 31,

 

Three Months Ended March 31,

 

 

2020

 

2021

 

2020

 

 

 

 

 

 

 

 

 

(In thousands of dollars)

Net cash provided by operating activities

 

$

32,521

 

 

$

155,408

 

 

$

110,961

 

Changes in operating assets and liabilities and other

 

 

42,603

 

 

 

(78,786

)

 

 

(17,191

)

Net Income

 

 

75,124

 

 

 

76,622

 

 

 

93,770

 

Less:

 

 

 

 

 

 

Other income, net

 

 

8

 

 

 

7

 

 

 

585

 

Interest expense

 

 

(2,337

)

 

 

(2,236

)

 

 

(3,950

)

Income tax provision

 

 

(156

)

 

 

(175

)

 

 

(217

)

Income from operations

 

 

77,609

 

 

 

79,026

 

 

 

97,352

 

Add:

 

 

 

 

 

 

Depreciation and amortization

 

 

25,387

 

 

 

27,542

 

 

 

26,031

 

Other income, net

 

 

8

 

 

 

7

 

 

 

585

 

EBITDA

 

$

103,004

 

 

$

106,575

 

 

$

123,968

 

 

(713) 585-2900

Investors—Steve Bender

Media—L. Benjamin Ederington

KEYWORDS: Texas United States North America

INDUSTRY KEYWORDS: Chemicals/Plastics Energy Other Energy Manufacturing

MEDIA:

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Chatham Lodging Trust Announces First Quarter 2021 Results

Chatham Lodging Trust Announces First Quarter 2021 Results

Cash Burn Erased with April RevPAR

WEST PALM BEACH, Fla.–(BUSINESS WIRE)–
Chatham Lodging Trust (NYSE: CLDT), a lodging real estate investment trust (REIT) that invests in upscale, extended-stay hotels and premium-branded, select-service hotels, today announced results for the first quarter ended March 31, 2021.

First Quarter 2021 Operating Results

  • Portfolio Revenue Per Available Room (RevPAR) – Declined 42 percent to $55, compared to the 2020 first quarter. Average daily rate (ADR) decreased 31 percent to $107, and occupancy dropped 17 percent to 52 percent for the 39 comparable hotels owned as of March 31, 2021. All Chatham hotels have remained open throughout the pandemic.
    • April RevPAR was $75 on occupancy of 65 percent and ADR of $117
  • Net Income Improved $30.8 million to net income of $2.7 million from a net loss of $28.1 million in the 2020 first quarter. Net income per diluted share was $0.06 versus net loss per diluted share of $(0.59) for the same period last year. During the 2021 first quarter, Chatham recognized a gain of $23.8 million related to the sale of the Innkeepers joint venture.
  • GOP Margin Generated positive GOP margins of 30 percent compared to 25 percent in the 2020 fourth quarter and 38 percent in the 2020 first quarter.
  • Adjusted EBITDA – Produced positive Adjusted EBITDA for the third consecutive quarter, generating Adjusted EBITDA of $1.2 million versus $0.2 million in the 2020 fourth quarter and $16.5 million in the 2020 first quarter.
  • Adjusted FFO – Declined $13.4 million to $(7.1) million. Adjusted FFO per diluted share was $(0.15), compared to $0.13 in the 2020 first quarter.
  • Cash Burn Before Capital Expenditures First quarter 2021 cash burn was $7.6 million versus $9.5 million in the 2020 fourth quarter, $5.1 million in the 2020 third quarter and $12.8 million in the 2020 second quarter. Cash burn includes $2.3 million of principal amortization per quarter.
  • Cash Flow Positive – Produced positive cash flow after interest expense and corporate overhead in March for the first time since the beginning of the pandemic. In April, Chatham is expected to produce positive cash flow after all debt service and overhead, reaching that mark the second fastest of all lodging REITs.

The following chart summarizes the consolidated financial results for the three months ended March 31, 2021 and 2020 based on all properties owned during those periods ($ in millions, except margin percentages and per share data):

 

Three Months Ended

 

March 31,

 

2021

 

2020

Net income (loss)

$2.7

 

$(28.1)

Diluted net income (loss) per common share

$0.06

 

$(0.59)

GOP Margin

29.9%

 

38.0%

Hotel EBITDA Margin

11.1%

 

27.6%

Adjusted EBITDA

$1.2

 

$16.5

AFFO

$(7.1)

 

$6.3

AFFO per diluted share

$(0.15)

 

$0.13

Dividends per share

$0.00

 

$0.22

Hotel RevPAR Performance

The below chart summarizes key hotel financial statistics for the 39 comparable hotels owned as of March 31, 2021 compared to the 2020 fourth quarter (does not include one hotel sold in 2020):

 

Q1 2021 RevPAR

 

Q4 2020 RevPAR

Occupancy

52%

 

45%

ADR

$107

 

$104

RevPAR

$55

 

$47

% Change in RevPAR to Prior Year

(42)%

 

(60)%

The below chart summarizes RevPAR statistics by month for the company’s 39 comparable hotels:

 

January

 

February

 

March

 

April

Occupancy – 2021

46%

 

50%

 

60%

 

65%

ADR – 2021

$104

 

$105

 

$110

 

$117

RevPAR – 2021

$47

 

$53

 

$66

 

$75

RevPAR – 2020

$104

 

$123

 

$62

 

$23

% Change in RevPAR

(55)%

 

(57)%

 

7%

 

230%

RevPAR Index

132

 

127

 

122

 

~125

“Since RevPAR dipped to $40 in December, we have produced healthy sequential gains in occupancy, ADR and RevPAR through the first four months of 2021,” highlighted Jeffrey H. Fisher, Chatham’s president and chief executive officer. “Leisure travel continues to lead the lodging recovery. Demand remains strongest on the weekend, and we expect leisure demand to remain strong through the summer. Also, there is a bit of business travel coming back into our hotels which is very encouraging at this point.”

RevPAR performance for Chatham’s six largest markets based on hotel EBITDA contribution over the last twelve months is presented below:

 

Q1 2021

RevPAR

 

% Change

vs. Q1 2020

 

Q4 2020

RevPAR

 

Q3 2020

RevPAR

39 – Hotel Portfolio

$55

 

(42)%

 

$47

 

$56

Silicon Valley

$54

 

(58)%

 

$46

 

$54

Greater New York

$87

 

(15)%

 

$80

 

$87

Coastal Maine and New Hampshire

$48

 

(34)%

 

$63

 

$109

Los Angeles

$82

 

(32)%

 

$79

 

$89

Charleston

$71

 

(13)%

 

$66

 

$70

Fort Lauderdale

$161

 

(9)%

 

$85

 

$104

“Our meaningful RevPAR gains have been accomplished with very little contribution from our most important market, Silicon Valley, and as business travel comes back in that market, our portfolio will continue to produce meaningful RevPAR gains,” Fisher stated. “Additionally, we expect our coastal Maine and New Hampshire hotels to have huge summers, and since those markets were essentially shut down to inbound travel through mid-July, RevPAR gains should be meaningful. In Los Angeles, specifically Anaheim, Disneyland just opened up on April 30th, and although our Residence Inn has done well through the pandemic with a lot of medical guests, we expect that market and our performance to heat up.”

Approximately 84 percent of Chatham’s hotel EBITDA over the last twelve months was generated from its Residence Inn and Homewood Suites hotels. Chatham has the highest concentration of extended-stay rooms of any public lodging REIT at 58 percent. First quarter 2021 occupancy, ADR and RevPAR for each of the company’s major brands is presented below (number of hotels in parentheses):

 

 

Residence Inn (16)

 

 

Homewood Suites (7)

 

 

Courtyard (5)

 

Hilton Garden Inn (4)

 

 

Hampton Inns (3)

Occupancy – 2021

60%

 

58%

 

44%

 

31%

 

60%

ADR – 2021

$116

 

$92

 

$91

 

$112

 

$90

RevPAR – 2021

$69

 

$53

 

$41

 

$35

 

$54

RevPAR – 2020

$112

 

$88

 

$85

 

$87

 

$74

% Change in RevPAR

(38)%

 

(39)%

 

(52)%

 

(60)%

 

(28)%

“Our strong performance is a testament to great portfolio attributes, high-quality, extended-stay hotels and premium-branded, select-service hotels in locations that generate room revenue from diverse demand sources,” Fisher added. “For years, we have touted the benefits of a portfolio such as ours through all phases of a lodging cycle, and our performance certainly proves that. We believed we would reach cash flow breakeven sooner than most other lodging REITs, and with April RevPAR of $75, we expect that we will be positive cash flow after debt service for the month which is incredible news to deliver to our shareholders.

“Chatham will emerge from the pandemic healthier than many of our lodging REIT peers who have burned significant amounts of cash and equity value, and we will be better positioned to be acquisitive and grow FFO in addition to the FFO that will be added with the opening of our Los Angeles development,” Fisher concluded.

Hotel Operations Performance

The below chart summarizes key hotel operating performance measures per month during the 2021 first quarter and for the three months ended March 31, 2021 and December 31, 2020. RevPAR, GOP margin and Hotel EBITDA margin is for the 39 comparable hotels. Gross operating profit is calculated as Hotel EBITDA plus property taxes, ground rent and insurance (in millions, except for RevPAR):

 

January

 

February

 

March

 

Q1 2021

 

Q4 2020

RevPAR – 2021

$47

 

$53

 

$66

 

$55

 

$47

Gross operating profit

$2.1

 

$2.5

 

$4.8

 

$9.4

 

$7.1

Hotel EBITDA

$0.1

 

$0.5

 

$2.9

 

$3.5

 

$2.3

GOP margin

23%

 

26%

 

37%

 

30%

 

25%

Hotel EBITDA margin

2%

 

5%

 

22%

 

11%

 

8%

“Operationally, our platform working alongside Island Hospitality allows us to adjust top- and bottom-line driven operating strategies faster than our peers and generate high operating margins which ultimately translates to better cash flow,” commented Dennis Craven, Chatham’s chief operating officer. “Compared to the 2020 fourth quarter, we have produced strong flow-through of incremental dollars in the 2021 first quarter. On a $2.6 million increase in hotel revenue, we generated an approximate 84 percent flow-through, driving our gross operating profit higher by approximately $2.2 million.”

Corporate Update

The below chart summarizes key financial performance measures for the three months ended March 31, 2021. Corporate EBITDA is calculated as hotel EBITDA minus cash corporate general and administrative expenses and is before debt service and capital expenditures. Debt service includes interest expense and principal amortization on its secured debt (approximately $2.3 million per quarter). Cash used before CAPEX is calculated as Corporate EBITDA less debt service. Amounts are in millions, except RevPAR.

 

January

 

February

 

March

 

Q1 2021

 

Q4 2020

RevPAR – 2021

$47

 

$53

 

$66

 

$55

 

$47

Hotel EBITDA

$0.1

 

$0.5

 

$2.9

 

$3.5

 

$2.3

Corporate EBITDA

$(0.6)

 

$(0.3)

 

$2.0

 

$1.1

 

$0.0

Debt service

$(2.9)

 

$(2.9)

 

$(2.9)

 

$(8.7)

 

$(9.5)

Cash used before CAPEX

$(3.5)

 

$(3.2)

 

$(0.9)

 

$(7.6)

 

$(9.5)

Chatham has estimated liquidity of $145 million, including cash of approximately of $15 million, as of March 31, 2021, and remaining borrowing capacity on the credit facility of $130 million.

Hotel Investments

During the 2021 first quarter, the company incurred capital expenditures of $1.1 million. During 2021, Chatham expects remaining capital expenditures of $5.2 million, excluding any spending related to the Warner Center development since it is fully funded by a construction loan. Chatham does not intend to complete any renovations in 2021.

Hotel Under Development

Chatham is developing a hotel in the Warner Center submarket of Los Angeles, Calif., on a parcel of land owned by the company. The company expects the total development costs to be approximately $70 million, inclusive of land of $6.6 million. Including land, the company has incurred costs to date of approximately $52.5 million. Construction is ahead of the previously announced schedule, and the hotel is expected to open during the 2021 fourth quarter.

Joint Venture Investment

During the quarter, Chatham sold its 10.3 percent interest in the Innkeepers joint venture with Colony Capital for $2.8 million.

“This sale culminates a very successful joint venture investment for Chatham since we bought the Innkeepers portfolio out of bankruptcy in 2011,” Craven stated. “With this final payment, we generated total proceeds of more than $100 million out of our $37 million Innkeepers joint venture investment, just a fantastic result.”

Capital Markets & Capital Structure

As of March 31, 2021, the company had net debt of $585.9 million (total consolidated debt less unrestricted cash), down $2.7 million from December 31, 2020 and down $23.7 million from March 31, 2020. Excluding the Warner Center loan, net debt is down $11.1 million from December 31, 2020 and down $45.4 million from March 31, 2020. Total debt outstanding as of March 31, 2021 was $600.6 million at an average interest rate of 4.5 percent, comprised of $458.8 million of fixed-rate mortgage debt at an average interest rate of 4.7 percent, $120.0 million outstanding on the company’s $250 million senior unsecured revolving credit facility, which currently carries a 3.1 percent interest rate and $21.8 million outstanding on the Warner Center construction loan, which carries a 7.75 percent interest rate.

Chatham’s leverage ratio was approximately 35.9 percent on March 31, 2021, based on the ratio of the company’s net debt to hotel investments at cost. The weighted average maturity date for Chatham’s fixed-rate debt is March 2024.

On April 30, 2021, Chatham repaid in full the $12.5 million mortgage secured by the Residence Inn New Rochelle, N.Y., that carried a 5.75 percent interest rate and was set to mature later this year.

During the first quarter, Chatham issued 1.5 million common shares at an average price of $14.15 per share, generating proceeds of $21.3 million. Proceeds were used to pay down borrowings on the credit facility and repay the $12.5 million New Rochelle mortgage.

“We deeply understand our responsibility to protect long-term value for our equity holders,” commented Jeremy Wegner, Chatham’s chief financial officer. “With the sale of the hotel in late 2020, as well as proceeds from the sale of the joint venture and share issuance, we have further solidified our financial position.”

Dividend

Although not expected, any dividend required for Chatham to maintain its REIT status for 2021 will be declared in the 2021 fourth quarter and paid in January 2022. Pursuant to its amended credit facility, any dividends paid would include a cash component no greater than the minimum percentage allowed under the Internal Revenue Code.

2021 Guidance

Due to uncertainty surrounding the impact of the pandemic on the hotel industry, the company is not providing guidance at this time.

Earnings Call

The company will hold its first quarter 2021 conference call later today at 10:00 a.m. Eastern Time. Shareholders and other interested parties may listen to a simultaneous webcast of the conference call on the Internet by logging onto Chatham’s Web site, www.chathamlodgingtrust.com, or www.streetevents.com, or may participate in the conference call by dialing 1-877-407-0789 and referencing Chatham Lodging Trust. A recording of the call will be available by telephone until 11:59 p.m. ET on Tuesday, May 11, 2021, by dialing 1-844-512-2921, reference number 13718482. A replay of the conference call will be posted on Chatham’s website.

About Chatham Lodging Trust

Chatham Lodging Trust is a self-advised, publicly traded real estate investment trust focused primarily on investing in upscale, extended-stay hotels and premium-branded, select-service hotels. As of March 31, 2021, the company owns 39 hotels totaling 5,900 rooms/suites in 15 states and the District of Columbia. Additional information about Chatham may be found at chathamlodgingtrust.com.

Non-GAAP Financial Measures

Included in this press release are certain “non-GAAP financial measures,” within the meaning of Securities and Exchange Commission (SEC) rules and regulations, that are different from measures calculated and presented in accordance with GAAP (generally accepted accounting principles). The company considers the following non-GAAP financial measures useful to investors as key supplemental measures of its operating performance: (1) FFO, (2) Adjusted FFO, (3) EBITDA, (5) EBITDAre (6) Adjusted EBITDA and (7) Adjusted Hotel EBITDA. These non-GAAP financial measures should be considered along with, but not as alternatives to, net income or loss as prescribed by GAAP as a measure of its operating performance.

FFO As Defined by NAREIT and Adjusted FFO

The company calculates FFO in accordance with standards established by the National Association of Real Estate Investment Trusts (NAREIT), which defines FFO as net income or loss (calculated in accordance with GAAP), excluding gains or losses from sales of real estate, impairment write-downs, the cumulative effect of changes in accounting principles, plus depreciation and amortization (excluding amortization of deferred financing costs), and after adjustments for unconsolidated partnerships and joint ventures following the same approach. The company believes that the presentation of FFO provides useful information to investors regarding its operating performance because it measures its performance without regard to specified non-cash items such as real estate depreciation and amortization, gain or loss on sale of real estate assets and certain other items that the company believes are not indicative of the property level performance of its hotel properties. The company believes that these items reflect historical cost of its asset base and its acquisition and disposition activities and are less reflective of its ongoing operations, and that by adjusting to exclude the effects of these items, FFO is useful to investors in comparing its operating performance between periods and between REITs that also report using the NAREIT definition.

The company calculates Adjusted FFO by further adjusting FFO for certain additional items that are not addressed in NAREIT’s definition of FFO, including other charges, losses on the early extinguishment of debt and similar items related to its unconsolidated real estate entities that it believes do not represent costs related to hotel operations. The company believes that Adjusted FFO provides investors with another financial measure that may facilitate comparisons of operating performance between periods and between REITs that make similar adjustments to FFO.

EBITDA, EBITDAre, Adjusted EBITDA and Adjusted Hotel EBITDA

The company calculates EBITDA for purposes of the credit facility debt as net income or loss excluding: (1) interest expense; (2) provision for income taxes, including income taxes applicable to sale of assets; (3) depreciation and amortization; and (4) unconsolidated real estate entity items including interest, depreciation and amortization excluding gains and losses from sales of real estate. The company believes EBITDA is useful to investors in evaluating and facilitating comparisons of its operating performance because it helps investors compare the company’s operating performance between periods and between REITs by removing the impact of its capital structure (primarily interest expense) and asset base (primarily depreciation and amortization) from its operating results. In addition, the company uses EBITDA as one measure in determining the value of hotel acquisitions and dispositions.

The company calculates EBITDAre in accordance with NAREIT guidelines, which defines EBITDAre as net income or loss excluding interest expense, income tax expense, depreciation and amortization expense, gains or losses from sales of real estate, impairment, and adjustments for unconsolidated joint ventures. We believe that the presentation of EBITDAre provides useful information to investors regarding the Company’s operating performance and can facilitate comparisons of operating performance between periods and between REITs.

The company calculates Adjusted EBITDA by further adjusting EBITDA for certain additional items, including other charges, losses on the early extinguishment of debt, amortization of non-cash share-based compensation and similar items related to its unconsolidated real estate entities, which it believes are not indicative of the performance of its underlying hotel properties entities. The company believes that Adjusted EBITDA provides investors with another financial measure that may facilitate comparisons of operating performance between periods and between REITs that report similar measures.

Adjusted Hotel EBITDA is defined as net income before interest, income taxes, depreciation and amortization, corporate general and administrative, impairment loss, loss on early extinguishment of debt, interest and other income and income or loss from unconsolidated real estate entities. The Company presents Adjusted Hotel EBITDA because the Company believes it is useful to investors in comparing its hotel operating performance between periods and comparing its Adjusted Hotel EBITDA margins to those of our peer companies. Adjusted Hotel EBITDA represents the results of operations for its wholly owned hotels only.

Although the company presents FFO, Adjusted FFO, EBITDA, EBITDAre, Adjusted EBITDA and Adjusted Hotel EBITDA because it believes they are useful to investors in comparing the company’s operating performance between periods and between REITs that report similar measures, these measures have limitations as analytical tools. Some of these limitations are:

  • FFO, Adjusted FFO, EBITDA, EBITDAre, Adjusted EBITDA and Adjusted Hotel EBITDA do not reflect the company’s cash expenditures, or future requirements, for capital expenditures or contractual commitments;
  • FFO, Adjusted FFO, EBITDA, EBITDAre, Adjusted EBITDA and Adjusted Hotel EBITDA do not reflect changes in, or cash requirements for, the company’s working capital needs;
  • FFO, Adjusted FFO, EBITDA, EBITDAre, Adjusted EBITDA and Adjusted Hotel EBITDA do not reflect funds available to make cash distributions;
  • EBITDA, EBITDAre, Adjusted EBITDA and Adjusted Hotel EBITDA do not reflect the significant interest expense, or the cash requirements necessary to service interest or principal payments, on the company’s debts;
  • Although depreciation and amortization are non-cash charges, the assets being depreciated and amortized may need to be replaced in the future, and FFO, Adjusted FFO, EBITDA, EBITDAre, Adjusted EBITDA and Adjusted Hotel EBITDA do not reflect any cash requirements for such replacements;
  • Non-cash compensation is and will remain a key element of the company’s overall long-term incentive compensation package, although the company excludes it as an expense when evaluating its ongoing operating performance for a particular period using adjusted EBITDA;
  • Adjusted FFO, Adjusted EBITDA and Adjusted Hotel EBITDA do not reflect the impact of certain cash charges (including acquisition transaction costs) that result from matters the company considers not to be indicative of the underlying performance of its hotel properties; and
  • Other companies in the company’s industry may calculate FFO, Adjusted FFO, EBITDA, EBITDAre, Adjusted EBITDA and Adjusted Hotel EBITDA differently than the company does, limiting their usefulness as a comparative measure.

In addition, FFO, Adjusted FFO, EBITDA, EBITDAre, Adjusted EBITDA and Adjusted Hotel EBITDA do not represent cash generated from operating activities as determined by GAAP and should not be considered as alternatives to net income or loss, cash flows from operations or any other operating performance measure prescribed by GAAP. FFO, Adjusted FFO, EBITDA, EBITDAre, Adjusted EBITDA and Adjusted Hotel EBITDA are not measures of the Company’s liquidity. Because of these limitations, FFO, Adjusted FFO, EBITDA, EBITDAre, Adjusted EBITDA and Adjusted Hotel EBITDA should not be considered in isolation or as a substitute for performance measures calculated in accordance with GAAP. The Company compensates for these limitations by relying primarily on its GAAP results and using FFO, Adjusted FFO, EBITDA, EBITDAre, Adjusted EBITDA and Adjusted Hotel EBITDA only supplementally. The Company’s consolidated financial statements and the notes to those statements included elsewhere are prepared in accordance with GAAP. The company’s reconciliation of FFO, Adjusted FFO, EBITDA, EBITDAre, Adjusted EBITDA and Adjusted Hotel EBITDA to net income attributable to common shareholders, as determined under GAAP, is set forth below.

Forward-Looking Statement Safe Harbor

Note: This press release contains forward-looking statements within the meaning of federal securities regulations. These forward-looking statements include those with regard to the potential future impact of the COVID-19 pandemic, within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). These forward-looking statements include information about possible or assumed future results of the lodging industry and our business, financial condition, liquidity, results of operations, cash flow and plans and objectives. These statements generally are characterized by the use of the words “believe,” “expect,” “anticipate,” “estimate,” “plan,” “continue,” “intend,” “should,” “may” or similar expressions. Although we believe that the expectations reflected in such forward-looking statements are based upon reasonable assumptions, our actual results could differ materially from those set forth in the forward-looking statements. Important factors that we think could cause our actual results to differ materially from expected results are summarized below.

One of the most significant factors, however, is the ongoing impact of the current outbreak of the COVID-19 pandemic on the United States, regional and global economies, the broader financial markets, our customers and employees, governmental responses thereto and the operation changes we have and may implement in response thereto. The current outbreak of the COVID-19 pandemic has also impacted, and is likely to continue to impact, directly or indirectly, many of the other important factors below. New factors emerge from time to time, and it is not possible for us to predict which factors will arise. In addition, we cannot assess the impact of each factor on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements. In particular, it is difficult to fully assess the impact of the COVID-19 pandemic at this time due to, among other factors, uncertainty regarding the severity and duration of the outbreak domestically and internationally and the effectiveness of federal, state and local governments’ efforts to contain the spread of COVID-19 and respond to its direct and indirect impact on the U.S. economy and economic activity.

Other risks include, but are not limited to: national and local economic and business conditions, including the effect on travel of potential terrorist attacks, that will affect occupancy rates at the company’s hotels and the demand for hotel products and services; operating risks associated with the hotel business; risks associated with the level of the company’s indebtedness and its ability to meet covenants in its debt agreements; relationships with property managers; the company’s ability to maintain its properties in a First-class manner, including meeting capital expenditure requirements; the company’s ability to compete effectively in areas such as access, location, quality of accommodations and room rate structures; changes in travel patterns, taxes and government regulations which influence or determine wages, prices, construction procedures and costs; the company’s ability to complete acquisitions and dispositions; and the company’s ability to continue to satisfy complex rules in order for the company to remain a REIT for federal income tax purposes and other risks and uncertainties associated with the company’s business described in the company’s filings with the SEC; inaccuracies of our accounting estimates and the uncertainty and economic impact of pandemics, epidemics or other public health emergencies of fear of such events, such as the recent COVID-19 pandemic. Given these uncertainties, undue reliance should not be placed on such statements. We undertake no obligation to publicly release the results of any revisions to these forward-looking statements that may be made to reflect future events or circumstances or to reflect the occurrence of unanticipated events. The forward-looking statements should also be read in light of the risk factors identified in the “Risk Factors” section in the Company’s Annual Report on Form 10-K for the year ended December 31, 2020 as updated by the Company’s subsequent filings with the SEC under the Exchange Act.

 

CHATHAM LODGING TRUST

Consolidated Balance Sheets

(In thousands, except share and per share data)

 

 

March 31,

2021

December 31,

2020

 

(unaudited)

 

Assets:

 

 

Investment in hotel properties, net

$

1,251,986

 

$

1,265,174

 

Investment in hotel properties under development

52,540

 

43,651

 

Cash and cash equivalents

14,638

 

21,124

 

Restricted cash

8,724

 

10,329

 

Right of use asset, net

20,480

 

20,641

 

Hotel receivables (net of allowance for doubtful accounts of $263 and $248, respectively)

2,507

 

1,688

 

Deferred costs, net

4,990

 

5,384

 

Prepaid expenses and other assets

6,882

 

2,266

 

Total assets

$

1,362,747

 

$

1,370,257

 

Liabilities and Equity:

 

 

Mortgage debt, net

$

457,924

 

$

460,145

 

Revolving credit facility

120,000

 

135,300

 

Construction loan

21,757

 

13,325

 

Accounts payable and accrued expenses

22,350

 

25,374

 

Distributions and losses in excess of investments in unconsolidated real estate entities

 

19,951

 

Lease liability, net

23,103

 

23,233

 

Distributions payable

147

 

469

 

Total liabilities

645,281

 

677,797

 

Commitments and contingencies

 

 

Equity:

 

 

Shareholders’ Equity:

 

 

Preferred shares, $0.01 par value, 100,000,000 shares authorized and unissued at March 31, 2021 and December 31, 2020

 

 

Common shares, $0.01 par value, 500,000,000 shares authorized; 48,518,201 and 46,973,473 shares issued and outstanding at March 31, 2021 and December 31, 2020, respectively

485

 

470

 

Additional paid-in capital

929,725

 

906,000

 

Accumulated deficit

(226,062

)

(228,718

)

Total shareholders’ equity

704,148

 

677,752

 

Noncontrolling interests:

 

 

Noncontrolling interest in Operating Partnership

13,318

 

14,708

 

Total equity

717,466

 

692,460

 

Total liabilities and equity

$

1,362,747

 

$

1,370,257

 

 
 

CHATHAM LODGING TRUST

Consolidated Statements of Operations

(In thousands, except share and per share data)

(unaudited)

 

 

For the three months ended

 

March 31,

 

2021

2020

Revenue:

 

 

Room

$

29,390

 

$

53,048

 

Food and beverage

363

 

2,063

 

Other

1,574

 

3,518

 

Reimbursable costs from unconsolidated real estate entities

787

 

1,580

 

Total revenue

32,114

 

60,209

 

Expenses:

 

 

Hotel operating expenses:

 

 

Room

7,166

 

13,394

 

Food and beverage

284

 

1,889

 

Telephone

400

 

378

 

Other hotel operating

365

 

810

 

General and administrative

3,812

 

5,278

 

Franchise and marketing fees

2,598

 

4,720

 

Advertising and promotions

757

 

1,510

 

Utilities

2,287

 

2,516

 

Repairs and maintenance

2,461

 

3,462

 

Management fees

1,196

 

2,024

 

Insurance

648

 

360

 

Total hotel operating expenses

21,974

 

36,341

 

Depreciation and amortization

13,334

 

13,061

 

Impairment loss on investment in unconsolidated real estate entities

 

15,282

 

Property taxes, ground rent and insurance

5,879

 

6,099

 

General and administrative

3,530

 

2,765

 

Other charges

55

 

2,768

 

Reimbursable costs from unconsolidated real estate entities

787

 

1,580

 

Total operating expenses

45,559

 

77,896

 

Operating loss before (loss) gain on sale of hotel property

(13,445

)

(17,687

)

(Loss) gain on sale of hotel property

(43

)

1

 

Operating loss

(13,488

)

(17,686

)

Interest and other income

74

 

81

 

Interest expense, including amortization of deferred fees

(6,470

)

(6,833

)

Loss from unconsolidated real estate entities

(1,231

)

(3,673

)

Gain on sale of investment in unconsolidated real estate entities

23,817

 

 

Income (loss) before income tax expense

2,702

 

(28,111

)

Income tax expense

 

 

Net income (loss)

2,702

 

(28,111

)

Net income (loss) attributable to noncontrolling interests

(46

)

328

 

Net income (loss) attributable to common shareholders

$

2,656

 

$

(27,783

)

Income (loss) per Common Share – Basic:

 

 

Net income (loss) attributable to common shareholders

$

0.06

 

$

(0.59

)

Income (loss) per Common Share – Diluted:

 

 

Net income (loss) attributable to common shareholders

$

0.06

 

$

(0.59

)

Weighted average number of common shares outstanding:

 

 

Basic

47,224,972

 

46,948,533

 

Diluted

47,368,518

 

46,948,533

 

Distributions declared per common share:

$

 

$

0.22

 

 
 

CHATHAM LODGING TRUST

FFO and EBITDA

(In thousands, except share and per share data)

 

 

For the three months ended

 

March 31,

 

2021

2020

Funds From Operations (“FFO”):

 

 

Net income (loss)

$

2,702

 

$

(28,111

)

Loss (gain) on sale of hotel property

43

 

(1

)

Loss on sale of assets within the unconsolidated real estate entities

 

8

 

Gain on sale of investment in unconsolidated real estate entities

(23,817

)

 

Depreciation

13,274

 

13,000

 

Impairment loss on investment in unconsolidated real estate entities

 

15,282

 

Impairment loss from unconsolidated real estate entities

 

1,388

 

Adjustments for unconsolidated real estate entity items

568

 

1,926

 

FFO attributable to common share and unit holders

(7,230

)

3,492

 

Other charges

55

 

2,768

 

Adjustments for unconsolidated real estate entity items

46

 

2

 

Adjusted FFO attributable to common share and unit holders

$

(7,129

)

$

6,262

 

Weighted average number of common shares and units

 

 

Basic

48,019,747

 

47,496,006

 

Diluted

48,019,747

 

47,607,096

 

 

 

For the three months ended

 

March 31,

 

2021

2020

Earnings Before Interest, Taxes, Depreciation and Amortization (“EBITDA”):

 

 

Net income (loss)

$

2,702

 

$

(28,111

)

Interest expense

6,470

 

6,833

 

Depreciation and amortization

13,334

 

13,061

 

Adjustments for unconsolidated real estate entity items

1,184

 

4,075

 

EBITDA

23,690

 

(4,142

)

Impairment loss on investment in unconsolidated real estate entities

 

15,282

 

Impairment loss from unconsolidated real estate entities

 

1,388

 

Loss (gain) on sale of hotel property

43

 

(1

)

Loss on the sale of assets within unconsolidated real estate entities

 

8

 

Gain on sale of investment in unconsolidated real estate entities

(23,817

)

 

EBITDAre

(84

)

12,535

 

Other charges

55

 

2,768

 

Adjustments for unconsolidated real estate entity items

46

 

 

Share based compensation

1,156

 

1,206

 

Adjusted EBITDA

$

1,173

 

$

16,509

 

 

CHATHAM LODGING TRUST

ADJUSTED HOTEL EBITDA

(In thousands, except share and per share data)

 

 

 

For the three months ended

 

 

March 31,

 

 

2021

 

2020

 

 

 

 

 

Net income (loss)

 

$

2,702

 

 

$

(28,111

)

Add:

Interest expense

6,470

 

 

6,833

 

 

Depreciation and amortization

13,334

 

 

13,061

 

 

Corporate general and administrative

3,530

 

 

2,765

 

 

Other charges

55

 

 

2,768

 

 

Loss from unconsolidated real estate entities

1,231

 

 

3,673

 

 

Impairment loss on investment in unconsolidated real estate entities

 

 

15,282

 

 

Loss on sale of hotel property

43

 

 

 

Less:

Interest and other income

(74

)

 

(81

)

 

Gain on sale of hotel property

 

 

(1

)

 

Gain on sale of investment in unconsolidated real estate entities

(23,817

)

 

 

 

Adjusted Hotel EBITDA

$

3,474

 

 

$

16,189

 

 

Dennis Craven (Company)

Chief Operating Officer

(561) 227-1386

Chris Daly (Media)

DG Public Relations

(703) 864-5553

KEYWORDS: Florida United States North America

INDUSTRY KEYWORDS: REIT Lodging Commercial Building & Real Estate Construction & Property Travel

MEDIA:

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Easterly Government Properties Reports First Quarter 2021 Results

Easterly Government Properties Reports First Quarter 2021 Results

WASHINGTON–(BUSINESS WIRE)–
Easterly Government Properties, Inc. (NYSE: DEA) (the “Company” or “Easterly”), a fully integrated real estate investment trust (“REIT”) focused primarily on the acquisition, development and management of Class A commercial properties leased to the U.S. Government, today announced its results of operations for the quarter ended March 31, 2021.

Highlights for the Quarter Ended March 31, 2021:

  • Net income of $7.9 million, or $0.09 per share on a fully diluted basis
  • FFO of $30.2 million, or $0.33 per share on a fully diluted basis
  • FFO, as Adjusted of $28.3 million, or $0.31 per share on a fully diluted basis
  • CAD of $24.4 million
  • Acquired a 176,550-square foot mission critical LEED Certified portfolio comprised of a Federal Bureau of Investigation (FBI) field office in Knoxville, Tennessee (“FBI – Knoxville”), a U.S. Attorney’s Office (USAO) facility in Louisville, Kentucky (“USAO – Louisville”), and a U.S. Immigration and Customs Enforcement (ICE) office in Louisville, Kentucky (“ICE – Louisville”)
  • Issued 1,556,824 shares of the Company’s common stock through the Company’s $300.0 million ATM Program (the “December 2019 ATM Program”) at a net weighted average price of $25.69 per share, raising net proceeds to the Company of approximately $40.0 million. All shares issued in the quarter ended March 31, 2021 were issued in settlement of certain forward sales transactions entered into in prior quarters
  • Expects to receive, as of the date of this release, net proceeds of approximately $72.1 million from the sale of 2,949,697 shares of the Company’s common stock that have not yet been settled under its $200.0 million ATM Program (the “March 2019 ATM Program”) and December 2019 ATM Program, assuming these forward sales transactions are physically settled in full using a net weighted average initial forward sales price of $24.43 per share

“Easterly continues to drive significant growth through the acquisition, development and re-leasing of Class A mission critical facilities leased to the U.S. Federal Government,” said William C. Trimble, III, Easterly’s Chief Executive Officer. “The longevity and stability of future cash flows backed by the full faith and credit of the U.S. Government serves as a strong anchor to windward while still achieving meaningful results for our shareholders.”

Portfolio Operations

As of March 31, 2021, the Company wholly owned 82 operating properties in the United States encompassing approximately 7.5 million leased square feet, including 80 operating properties that were leased primarily to U.S. Government tenant agencies and two operating properties that were entirely leased to private tenants. In addition, the Company wholly owned one property under re-development that the Company expects will encompass approximately 0.2 million rentable square feet upon completion. The re-development project, located in Atlanta, Georgia, is currently in design and, once complete, a 20-year lease with the General Services Administration (GSA) is expected to commence for the beneficial use of the FDA. As of March 31, 2021, the portfolio had a weighted average age of 13.4 years, based upon the date the property was built or renovated-to-suit and had a weighted average remaining lease term of 8.6 years.

Acquisitions

On March 17, 2021, the Company acquired a 176,550-square foot mission critical LEED Certified portfolio comprised of three assets, FBI – Knoxville, USAO – Louisville and ICE – Louisville.

  • FBI – Knoxville is a 99,130 leased square foot LEED Certified, built-to-suit property completed in 2010 and leased until August 2025 for an initial 15-year firm term. FBI – Knoxville’s geographic reach spans 41 counties and includes oversight of three FBI resident agencies located throughout the state of Tennessee. The property possesses a number of security features including reinforced fencing, a visitor screening facility and secondary entrance guard booth, vehicle barriers and a secured parking garage, ballistic glass windows and redundant power systems.
  • USAO – Louisville is a 60,000 leased square foot built-to-suit property completed in 2011 and leased through December 2031 by the GSA on behalf of the US Attorney for the Western District of Kentucky, which serves as the main US Attorney office for this District. USAO – Louisville, located directly across the street from the Gene Snyder U.S. Federal Courthouse, houses the U.S. Attorney’s Office for the Western District of Kentucky. The LEED Silver facility has security features including perimeter fencing, controlled access, bollards, paned security windows, secure garage parking and separate exterior parking for visitors.
  • ICE – Louisville is a LEED Silver, built-to-suit office facility completed in 2011 and leased through May 2021 to the GSA on behalf of ICE. The 17,420 leased square foot office helps with the agency’s core mission of criminal and civil enforcement of federal laws governing border control, customs, trade and immigration. The facility features secure perimeter fencing, secure parking, redundant power and an underground vault.

Balance Sheet and Capital Markets Activity

As of March 31, 2021, the Company had total indebtedness of approximately $1.0 billion comprised of $109.0 million outstanding on its revolving credit facility, $100.0 million outstanding on its 2016 term loan facility, $150.0 million outstanding on its 2018 term loan facility, $450.0 million of senior unsecured notes, and $203.3 million of mortgage debt (excluding unamortized premiums and discounts and deferred financing fees). At March 31, 2021, Easterly’s outstanding debt had a weighted average maturity of 6.2 years and a weighted average interest rate of 3.5%. As of March 31, 2021, Easterly’s Net Debt to total enterprise value was 34.0% and its Adjusted Net Debt to annualized quarterly pro forma EBITDA ratio was 6.2x.

During the quarter ended March 31, 2021, the Company issued 1,556,824 shares of the Company’s common stock through the Company’s December 2019 ATM Program at a net weighted average price of $25.69 per share, raising net proceeds to the Company of approximately $40.0 million. All shares issued in the quarter ended March 31, 2021 were issued in settlement of certain forward sales transactions entered into in prior quarters.

Dividend

On April 29, 2021, the Board of Directors of Easterly approved a cash dividend for the first quarter of 2021 in the amount of $0.26 per common share. The dividend will be payable May 26, 2021 to shareholders of record on May 14, 2021.

Subsequent Events

On April 22, 2021, the Company acquired a 43,600 leased square foot USAO facility in Springfield, Illinois (“USAO – Springfield”). This 100% leased facility was constructed in 2002 and leased to the GSA on behalf of the USAO pursuant to a 20-year lease, which does not expire until March 2038. Conveniently located on the same block as the United States District Courthouse, USAO – Springfield serves as the headquarters for the USAO’s Central Division of Illinois with subordinate staffed offices in Peoria, Rock Island and Urbana. The district includes 46 of the 102 counties within the State of Illinois.

Guidance

Outlook for the 12 Months Ending December 31, 2021

The Company is maintaining its guidance for 2021 FFO per share on a fully diluted basis in a range of $1.28 – $1.30.

 

 

Low

 

 

High

Net income (loss) per share – fully diluted basis

 

$

0.28

 

 

 

0.30

Plus: real estate depreciation and amortization

 

$

1.00

 

 

 

1.00

FFO per share – fully diluted basis

 

$

1.28

 

 

 

1.30

This guidance assumes $200 million of acquisitions and $25 million of gross development-related investment during 2021.

This guidance is forward-looking and reflects management’s view of current and future market conditions. The Company’s actual results may differ materially from this guidance.

Non-GAAP Supplemental Financial Measures

This section contains definitions of certain non-GAAP financial measures and other terms that the Company uses in this press release and, where applicable, the reasons why management believes these non-GAAP financial measures provide useful information to investors about the Company’s financial condition and results of operations and the other purposes for which management uses the measures. These measures should not be considered in isolation or as a substitute for measures of performance in accordance with GAAP. Additional detail can be found in the Company’s most recent annual report on Form 10-K and quarterly report on Form 10-Q, as well as other documents filed with or furnished to the Securities and Exchange Commission from time to time.

Cash Available for Distribution (CAD) is a non-GAAP financial measure that is not intended to represent cash flow for the period and is not indicative of cash flow provided by operating activities as determined under GAAP. CAD is calculated in accordance with the current Nareit definition as FFO minus normalized recurring real estate-related expenditures and other non-cash items and nonrecurring expenditures. CAD is presented solely as a supplemental disclosure because the Company believes it provides useful information regarding the Company’s ability to fund its dividends. Because all companies do not calculate CAD the same way, the presentation of CAD may not be comparable to similarly titled measures of other companies.

EBITDA is calculated as the sum of net income (loss) before interest expense, taxes, depreciation and amortization. EBITDA is not intended to represent cash flow for the period, is not presented as an alternative to operating income as an indicator of operating performance, should not be considered in isolation or as a substitute for measures of performance prepared in accordance with GAAP, is not indicative of operating income or cash provided by operating activities as determined under GAAP and may be presented on a pro forma basis. EBITDA is presented solely as a supplemental disclosure with respect to liquidity because the Company believes it provides useful information regarding the Company’s ability to service or incur debt. Because all companies do not calculate EBITDA the same way, the presentation of EBITDA may not be comparable to similarly titled measures of other companies.

Funds From Operations (FFO) is defined, in accordance with the Nareit FFO White Paper – 2018 Restatement, as net income (loss), calculated in accordance with GAAP, excluding depreciation and amortization related to real estate, gains and losses from the sale of certain real estate assets, gains and losses from change in control and impairment write-downs of certain real estate assets and investments in entities when the impairment is directly attributable to decreases in the value of depreciable real estate held by the entity. FFO is a widely recognized measure of REIT performance. Although FFO is a non-GAAP financial measure, the Company believes that information regarding FFO is helpful to shareholders and potential investors.

Funds From Operations, as Adjusted (FFO, as Adjusted) adjusts FFO to present an alternative measure of the Company’s operating performance, which, when applicable, excludes the impact of acquisition costs, straight-line rent, amortization of above-/below-market leases, amortization of deferred revenue (which results from landlord assets funded by tenants), non-cash interest expense, non-cash compensation, depreciation of non-real estate assets and other non-cash items. By excluding these income and expense items from FFO, as Adjusted, the Company believes it provides useful information as these items have no cash impact. In addition, by excluding acquisition related costs the Company believes FFO, as Adjusted provides useful information that is comparable across periods and more accurately reflects the operating performance of the Company’s properties. Certain prior year amounts have been updated to conform to the current year FFO, as Adjusted definition.

Net Debt and Adjusted Net Debt. Net Debt represents consolidated debt (reported in accordance with GAAP) adjusted to exclude unamortized premiums and discounts and deferred financing fees, less cash and cash equivalents. By excluding these items, the result provides an estimate of the contractual amount of borrowed capital to be repaid, net of cash available to repay it. The Company believes this calculation constitutes a beneficial supplemental non-GAAP financial disclosure to investors in understanding its financial condition. Adjusted Net Debt is Net Debt reduced by 1) for each project under construction or in design, the lesser of i) outstanding lump-sum reimbursement amounts and ii) the cost to date, 2) 40% times the amount by which the cost to date exceeds total lump-sum reimbursement amounts for each project under construction or in design and 3) outstanding lump-sum reimbursement amounts for projects previously completed. These adjustments are made to 1) remove the estimated portion of each project under construction, in design or previously completed that has been financed with debt which may be repaid with outstanding cost reimbursement payments from the US Government and 2) remove the estimated portion of each project under construction or in design, in excess of total lump-sum reimbursements, that has been financed with debt but has not yet produced earnings. See page 20 of the Company’s Q1 2021 Supplemental Information Package for further information. The Company’s method of calculating Net Debt and Adjusted Net Debt may be different from methods used by other REITs and, accordingly, may not be comparable to such other REITs.

Other Definitions

Fully diluted basis assumes the exchange of all outstanding common units representing limited partnership interests in the Company’s operating partnership, the full vesting of all shares of restricted stock, and the exchange of all earned and vested LTIP units in the Company’s operating partnership for shares of common stock on a one-for-one basis, which is not the same as the meaning of “fully diluted” under GAAP.

Conference Call Information

The Company will host a webcast and conference call at 10:00 a.m. Eastern time on May 4, 2021 to review the first quarter 2021 performance, discuss recent events and conduct a question-and-answer session. The number to call is 1-877-705-6003 (domestic) and 1-201-493-6725 (international). A live webcast will be available in the Investor Relations section of the Company’s website. A replay of the conference call will be available through May 18, 2021 by dialing 844-512-2921 (domestic) and 1-412-317-6671 (international) and entering the passcode 13718743. Please note that the full text of the press release and supplemental information package are available through the Company’s website at ir.easterlyreit.com.

About Easterly Government Properties, Inc.

Easterly Government Properties, Inc. (NYSE:DEA) is based in Washington, D.C., and focuses primarily on the acquisition, development and management of Class A commercial properties that are leased to the U.S. Government. Easterly’s experienced management team brings specialized insight into the strategy and needs of mission-critical U.S. Government agencies for properties leased to such agencies either directly or through the U.S. General Services Administration (GSA). For further information on the company and its properties, please visit www.easterlyreit.com.

Forward Looking Statements

We make statements in this press release that are considered “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, or the Securities Act, and Section 21E of the Securities Exchange Act of 1934, as amended, or the Exchange Act, which are usually identified by the use of words such as “anticipates,” “believes,” “estimates,” “expects,” “intends,” “may,” “plans,” “projects,” “seeks,” “should,” “will,” and variations of such words or similar expressions and include our guidance with respect to Net income (loss) and FFO per share on a fully diluted basis. We intend these forward-looking statements to be covered by the safe harbor provisions for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995 and are including this statement in this press release for purposes of complying with those safe harbor provisions. These forward-looking statements reflect our current views about our plans, intentions, expectations, strategies and prospects, which are based on the information currently available to us and on assumptions we have made. Although we believe that our plans, intentions, expectations, strategies and prospects as reflected in or suggested by those forward-looking statements are reasonable, we can give no assurance that the plans, intentions, expectations or strategies will be attained or achieved. Furthermore, actual results may differ materially from those described in the forward-looking statements and will be affected by a variety of risks and factors that are beyond our control including, without limitation: risks associated with our dependence on the U.S. Government and its agencies for substantially all of our revenues; risks associated with ownership and development of real estate; the risk of decreased rental rates or increased vacancy rates; loss of key personnel; the continuing adverse impact of the novel coronavirus (COVID-19) on the U.S., regional and global economies and on our financial condition and results of operations; general volatility of the capital and credit markets and the market price of our common stock; the risk we may lose one or more major tenants; difficulties in completing and successfully integrating acquisitions; failure of acquisitions or development projects to occur at anticipated levels or to yield anticipated results; risks associated with actual or threatened terrorist attacks; intense competition in the real estate market that may limit our ability to attract or retain tenants or re-lease space; insufficient amounts of insurance or exposure to events that are either uninsured or underinsured; uncertainties and risks related to adverse weather conditions, natural disasters and climate change; exposure to liability relating to environmental and health and safety matters; limited ability to dispose of assets because of the relative illiquidity of real estate investments and the nature of our assets; exposure to litigation or other claims; risks associated with breaches of our data security; risks associated with our indebtedness; and other risks and uncertainties detailed in the “Risk Factors” section of our Form 10-K for the year ended December 31, 2020, filed with the Securities and Exchange Commission on February 24, 2021 and under the heading “Risk Factors” in our other public filings. In addition, our anticipated qualification as a real estate investment trust involves the application of highly technical and complex provisions of the Internal Revenue Code of 1986, or the Code, and depends on our ability to meet the various requirements imposed by the Code through actual operating results, distribution levels and diversity of stock ownership. We assume no obligation to update publicly any forward looking statements, whether as a result of new information, future events or otherwise.

 

Balance Sheet

(Unaudited, in thousands, except share amounts)

 

 

 

March 31, 2021

 

 

December 31, 2020

 

Assets

 

 

 

 

 

 

 

 

Real estate properties, net

 

$

2,255,241

 

 

$

2,208,661

 

Cash and cash equivalents

 

 

6,323

 

 

 

8,465

 

Restricted cash

 

 

6,816

 

 

 

6,204

 

Tenant accounts receivable

 

 

45,746

 

 

 

45,077

 

Intangible assets, net

 

 

162,351

 

 

 

163,387

 

Prepaid expenses and other assets

 

 

31,126

 

 

 

25,746

 

Total assets

 

$

2,507,603

 

 

$

2,457,540

 

 

 

 

 

 

 

 

 

 

Liabilities

 

 

 

 

 

 

 

 

Revolving credit facility

 

 

109,000

 

 

 

79,250

 

Term loan facilities, net

 

 

249,057

 

 

 

248,966

 

Notes payable, net

 

 

447,234

 

 

 

447,171

 

Mortgage notes payable, net

 

 

201,963

 

 

 

202,871

 

Intangible liabilities, net

 

 

23,738

 

 

 

25,406

 

Deferred revenue

 

 

92,118

 

 

 

92,576

 

Interest rate swaps

 

 

10,943

 

 

 

12,781

 

Accounts payable, accrued expenses, and other liabilities

 

 

46,756

 

 

 

48,549

 

Total liabilities

 

 

1,180,809

 

 

 

1,157,570

 

 

 

 

 

 

 

 

 

 

Equity

 

 

 

 

 

 

 

 

Common stock, par value $0.01, 200,000,000 shares authorized,

 

 

 

 

 

 

 

 

83,856,953 and 82,106,256 shares issued and outstanding at

March 31, 2021 and December 31, 2020, respectively.

 

 

839

 

 

 

821

 

Additional paid-in capital

 

 

1,464,014

 

 

 

1,424,787

 

Retained earnings

 

 

38,956

 

 

 

31,965

 

Cumulative dividends

 

 

(313,007

)

 

 

(291,652

)

Accumulated other comprehensive loss

 

 

(9,741

)

 

 

(11,351

)

Total stockholders’ equity

 

 

1,181,061

 

 

 

1,154,570

 

Non-controlling interest in Operating Partnership

 

 

145,733

 

 

 

145,400

 

Totalequity

 

 

1,326,794

 

 

 

1,299,970

 

Total liabilities and equity

 

$

2,507,603

 

 

$

2,457,540

 

 

Income Statement

(Unaudited, in thousands, except share and per share amounts)

 

 

 

Three Months Ended

 

 

 

March 31, 2021

 

 

March 31, 2020

 

Revenues

 

 

 

 

 

 

 

 

Rental income

 

$

64,179

 

 

$

56,583

 

Tenant reimbursements

 

 

320

 

 

 

1,152

 

Other income

 

 

502

 

 

 

483

 

Total revenues

 

 

65,001

 

 

 

58,218

 

 

 

 

 

 

 

 

 

 

Expenses

 

 

 

 

 

 

 

 

Property operating

 

 

12,094

 

 

 

11,258

 

Real estate taxes

 

 

7,286

 

 

 

6,562

 

Depreciation and amortization

 

 

22,325

 

 

 

23,556

 

Acquisition costs

 

 

487

 

 

 

538

 

Corporate general and administrative

 

 

5,808

 

 

 

5,483

 

Total expenses

 

 

48,000

 

 

 

47,397

 

 

 

 

 

 

 

 

 

 

Other expense

 

 

 

 

 

 

 

 

Interest expense, net

 

 

(9,121

)

 

 

(8,903

)

Net income

 

 

7,880

 

 

 

1,918

 

 

 

 

 

 

 

 

 

 

Non-controlling interest in Operating Partnership

 

 

(889

)

 

 

(221

)

Net income available to Easterly Government

 

 

 

 

 

 

 

 

Properties, Inc.

 

$

6,991

 

 

$

1,697

 

 

 

 

 

 

 

 

 

 

Net income available to Easterly Government

 

 

 

 

 

 

 

 

Properties, Inc. per share:

 

 

 

 

 

 

 

 

Basic

 

$

0.08

 

 

$

0.02

 

Diluted

 

$

0.08

 

 

$

0.02

 

 

 

 

 

 

 

 

 

 

Weighted-average common shares outstanding:

 

 

 

 

 

 

 

 

Basic

 

 

82,120,353

 

 

 

74,892,711

 

Diluted

 

 

82,596,597

 

 

 

75,616,233

 

 

 

 

 

 

 

 

 

 

Net income, per share – fully diluted basis

 

$

0.09

 

 

$

0.02

 

 

 

 

 

 

 

 

 

 

Weighted average common shares outstanding –

 

 

 

 

 

 

 

 

fully diluted basis

 

 

92,649,090

 

 

 

84,735,095

 

 

EBITDA, FFO and CAD

(Unaudited, in thousands, except share and per share amounts)

 

 

 

Three Months Ended

 

 

 

March 31, 2021

 

 

March 31, 2020

 

Net income

 

$

7,880

 

 

$

1,918

 

Depreciation and amortization

 

 

22,325

 

 

 

23,556

 

Interest expense

 

 

9,121

 

 

 

8,903

 

Tax expense

 

 

134

 

 

 

89

 

EBITDA

 

$

39,460

 

 

$

34,466

 

 

 

 

 

 

 

 

 

 

Pro forma adjustments(1)

 

 

897

 

 

 

595

 

Pro forma EBITDA

 

$

40,357

 

 

$

35,061

 

 

 

 

 

 

 

 

 

 

Net income

 

$

7,880

 

 

$

1,918

 

Depreciation of real estate assets

 

 

22,318

 

 

 

23,556

 

FFO

 

$

30,198

 

 

$

25,474

 

Adjustments to FFO:

 

 

 

 

 

 

 

 

Acquisition costs

 

 

487

 

 

 

538

 

Straight-line rent and other non-cash adjustments

 

 

(1,413

)

 

 

(709

)

Amortization of above-/below-market leases

 

 

(1,286

)

 

 

(1,521

)

Amortization of deferred revenue

 

 

(1,421

)

 

 

(697

)

Non-cash interest expense

 

 

363

 

 

 

358

 

Non-cash compensation

 

 

1,334

 

 

 

1,000

 

Depreciation of non-real estate assets

 

 

7

 

 

 

 

FFO, as Adjusted

 

$

28,269

 

 

$

24,443

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

FFO, per share – fully diluted basis

 

$

0.33

 

 

$

0.30

 

FFO, as Adjusted, per share – fully diluted basis

 

$

0.31

 

 

$

0.29

 

 

 

 

 

 

 

 

 

 

FFO, as Adjusted

 

$

28,269

 

 

$

24,443

 

Acquisition costs

 

 

(487

)

 

 

(538

)

Principal amortization

 

 

(940

)

 

 

(870

)

Maintenance capital expenditures

 

 

(1,250

)

 

 

(877

)

Contractual tenant improvements

 

 

(1,162

)

 

 

(325

)

Cash Available for Distribution (CAD)

 

$

24,430

 

 

$

21,833

 

 

 

 

 

 

 

 

 

 

Weighted average common shares outstanding –

 

 

 

 

 

 

 

 

fully diluted basis

 

 

92,649,090

 

 

 

84,735,095

 

1

Pro forma assuming a full quarter of operations from the three properties acquired in the first quarter of 2021.

 

Net Debt and Adjusted Net Debt

(Unaudited, in thousands)

 

 

March 31, 2021

 

Total Debt(1)

$

1,012,251

 

Less: cash and cash equivalents

 

(6,323

)

Net Debt

$

1,005,928

 

Less: adjustment for development projects(2)

 

(11,417

)

Adjusted Net Debt

$

994,511

 

 

 

 

 

1

Excludes unamortized premiums / discounts and deferred financing fees.

2

See definition of Adjusted Net Debt on Page 4.

 

Easterly Government Properties, Inc.

Lindsay S. Winterhalter

Vice President, Investor Relations & Operations

202-596-3947

[email protected]

KEYWORDS: District of Columbia United States North America

INDUSTRY KEYWORDS: Professional Services Commercial Building & Real Estate Finance Construction & Property REIT Banking

MEDIA:

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Premier, Inc. Reports Fiscal-Year 2021 Third-Quarter Results and Raises Fiscal Year 2021 Guidance

Premier, Inc. Reports Fiscal-Year 2021 Third-Quarter Results and Raises Fiscal Year 2021 Guidance

CHARLOTTE, N.C.–(BUSINESS WIRE)–
Premier, Inc. (NASDAQ: PINC) today reported financial results for the fiscal year (FY) 2021 third quarter ended March 31, 2021 and raised its fiscal 2021 financial guidance.

“I am excited to take the reins as Premier’s new CEO and am pleased with our fiscal 2021 third quarter performance. Our results demonstrate our continued focus on execution and the differentiated solutions we deliver to our members and other customers that help them deliver and provide access to higher quality, more cost-effective healthcare,” said Michael J. Alkire, Premier’s president and CEO. “Products revenue grew significantly quarter-over-quarter and helped mitigate the impact on our net administrative fees revenue from ongoing lower utilization as a result of the COVID-19 pandemic.”

Alkire continued, “Based on our third quarter results and our outlook for the remainder of fiscal 2021, we are raising our fiscal 2021 guidance. As we look ahead, we believe we are well-positioned to continue executing our strategy, while at the same time helping our members navigate the challenges of the pandemic, to drive long-term, sustainable growth and value to all our stakeholders.”

Fiscal Third-Quarter 2021 Results and Recent Highlights:

(Financial comparisons are for fiscal third quarter of 2021 vs. fiscal third quarter of 2020)

  • GAAP net revenue increased 40% to $469.9 million from $334.8 million a year ago.

    • Supply Chain Services segment revenue increased 56% to $371.2 million from $238.6 million a year ago.
    • Performance Services segment revenue increased 3% to $98.7 million from $96.2 million a year ago.
  • GAAP net income of $51.4 million decreased from $73.2 million a year ago.
  • GAAP diluted earnings per share (EPS) of $0.39 compared to $0.54 per share a year ago.
  • Adjusted EBITDA* of $121.2 million decreased 22% from $155.9 million a year ago primarily as a result of the impact of the amended GPO agreements that were effective on July 1, 2020 and the Acurity/Nexera asset acquisition.
  • Adjusted net income* of $78.5 million decreased 12% from $88.9 million a year ago and adjusted EPS* decreased 12% to $0.64 from $0.73 a year ago.
  • On March 1, 2021, Premier acquired substantially all the assets and certain liabilities of Invoice Delivery Services, LP for $80 million.
  • On April 23, 2021, Premier’s Board of Directors declared a quarterly cash dividend of $0.19 per share, payable on June 15, 2021, to stockholders of record as of June 1, 2021.
  • On May 1, 2021, Michael J. Alkire assumed the chief executive officer role at Premier.

*Descriptions of consolidated and segment adjusted (non-GAAP) financial measures and non-GAAP free cash flow are provided below under “Use and Definition of Non-GAAP Financial Measures,” and reconciliations are provided in the tables at the end of this release.

All results presented in this press release reflect continuing operations following completion of the sale and exit of the Specialty Pharmacy business on June 7, 2019.

Consolidated Fiscal 2021 Third Quarter Financial Highlights

Consolidated Third-Quarter Financial Highlights

 

 

 

 

 

 

Three Months Ended March 31,

Nine Months Ended March 31,

(in thousands, except per share data)

2021

2020

% Change

2021

2020

% Change

Net Revenue:

 

 

 

 

 

 

Supply Chain Services:

 

 

 

 

 

 

Net administrative fees

$

146,553

 

$

174,049

 

(16)%

 

$

424,537

 

$

518,566

 

(18)%

 

Other services and support

8,630

 

3,396

 

154%

 

18,307

 

8,439

 

117%

 

Services

155,183

 

177,445

 

(13)%

 

442,844

 

527,005

 

(16)%

 

Products

215,995

 

61,183

 

253%

 

511,080

 

167,344

 

205%

 

Total Supply Chain Services

371,178

 

238,628

 

56 %

 

953,924

 

694,349

 

37%

 

Performance Services

98,745

 

96,195

 

3%

 

285,713

 

262,490

 

9%

 

Total

$

469,923

 

$

334,823

 

40 %

 

$

1,239,637

 

$

956,839

 

30%

 

 

 

 

 

 

 

 

Net income from continuing operations

$

51,444

 

$

73,212

 

(30)%

 

$

277,033

 

$

235,726

 

18%

 

Net income from continuing operations attributable to stockholders

$

48,321

 

$

340,726

 

nm

$

234,445

 

$

620,262

 

nm

Adjusted net income from continuing operations

$

48,321

 

$

66,145

 

nm

$

234,445

 

$

205,719

 

nm

 

 

 

 

 

 

 

NON-GAAP FINANCIAL MEASURES*:

 

 

 

 

 

 

 

 

 

 

 

 

 

Adjusted EBITDA:

 

 

 

 

 

 

Supply Chain Services

$

117,949

 

$

149,212

 

(21)%

 

$

339,538

 

$

447,081

 

(24)%

 

Performance Services

35,950

 

34,634

 

4%

 

109,675

 

84,977

 

29%

 

Total segment adjusted EBITDA

153,899

 

183,846

 

(16)%

 

449,213

 

532,058

 

(16)%

 

Corporate

(32,692)

 

(27,957)

 

17%

 

(92,445)

 

(87,508)

 

6%

 

Total

$

121,207

 

$

155,889

 

(22)%

 

$

356,768

 

$

444,550

 

(20)%

 

Adjusted net income

$

78,535

 

$

88,908

 

(12)%

 

$

232,023

 

$

265,668

 

(13)%

 

Earnings per share on adjusted net income – diluted

$

0.64

 

$

0.73

 

(12)%

 

$

1.89

 

$

2.14

 

(12)%

 

 

 

 

 

 

 

 

* Refer to the supplemental financial information at the end of this release for reconciliation of reported GAAP results to non-GAAP results.

Fiscal 2021 Outlook and Guidance

The statements in this section are forward-looking statements. For additional information regarding the use and limitations of such statements, refer to “Forward-Looking Statements” below and “Risk Factors” section of the company’s most recent Form 10-K filed with the Securities and Exchange Commission (“SEC”), as updated from time to time in the company’s other filings with the SEC.

Premier increased its financial guidance for fiscal year 2021. The company expects total net revenue to be in the range of $1.671 billion to $1.711 billion, adjusted EBITDA to be in the range of $460 million to $475 million, and adjusted EPS to be in the range of $2.42 to $2.51. The company also reiterated that, adjusted for the impact of the COVID-19 pandemic, beginning in fiscal year 2022, it expects to target a multi-year, compound annual growth rate in the mid-to-high single digits for consolidated net revenue, adjusted EBITDA and adjusted EPS.

Refer to the table below for specific fiscal 2021 guidance metrics and related footnotes. In addition, refer to the “Premier’s Use and Definition of Non-GAAP Numbers” and “Premier’s Use of Forward-Looking Non-GAAP Measures” at the end of this release for descriptions of consolidated and adjusted (non-GAAP) financial measures.

Guidance Metric

Fiscal 2021 Guidance Range*

(as of May 4, 2021)

Previous Fiscal 2021 Guidance Range

(as of February 2, 2021)

Segment Net Revenue:

 

 

Supply Chain Services

$1.300 billion to $1.330 billion

$1.242 billion to $1.272 billion

Performance Services

$371 million to $381 million

$366 million to $381 million

Total Net Revenue

$1.671 billion to $1.711 billion

$1.608 billion to $1.653 billion

Adjusted EBITDA

$460 million to $475 million

$445 million to $465 million

Adjusted EPS

$2.42 to $2.51

$2.26 to $2.39

Fiscal 2021 guidance assumes the realization of the following key assumptions:

  • Net administrative fees revenue of $565 million to $580 million
  • Direct sourcing products revenue of $700 million to $720 million
  • Capital expenditures of $100 million to $105 million
  • Effective tax rate of 22%
  • Does not include the effect of any potential future significant acquisitions

*The company does not provide forward-looking guidance on a GAAP basis as certain financial information, the probable significance of which cannot be determined, is not available and cannot be reasonably estimated. Refer to “Use of Forward-Looking Non-GAAP Measures” below for additional explanation.

Results of Operations for the Three Months Ended March 31, 2021

(As compared with the three months ended March 31, 2020)

GAAP net revenue of $469.9 million increased 40% from $334.8 million for the same period a year ago.

GAAP net income of $51.4 million decreased from $73.2 million a year ago primarily related to lower net administrative fees revenue as a result of the amended GPO agreements and non-cash amortization of prepaid contract administrative fees from the Acurity/Nexera asset acquisition, partially offset by a reduction in the loss on certain put and call rights in the current period associated with Premier’s minority investment in FFF Enterprises.

Adjusted EBITDA of $121.2 million decreased 22% from $155.9 million for the same period a year ago primarily as a result of the impact of the aforementioned amended GPO agreements and the non-cash amortization of prepaid contract administrative fees from the Acurity/Nexera asset acquisition.

Adjusted net income of $78.5 million decreased 12% from $88.9 million for the same period a year ago. Adjusted earnings per share decreased 12% to $0.64 from $0.73 for the same period a year ago.

Segment Results

(For the fiscal third quarter of 2021 as compared with the fiscal third quarter of 2020)

Supply Chain Services

Supply Chain Services segment net revenue of $371.2 million increased 56% from $238.6 million for the same quarter a year ago.

Net administrative fees revenue of $146.6 million decreased $27.5 million, or 16%, from $174.0 million a year ago, primarily due to the amended GPO agreements, the non-cash amortization of prepaid contract administrative fees from the Acurity/Nexera asset acquisition and the ongoing impact of the COVID-19 pandemic. These decreases were partially offset by the addition of new members and further penetration of existing member spend.

Products revenue of $216.0 million increased $154.8 million, or 253%, from $61.2 million a year ago, primarily driven by growth in commodity products and aggregated purchasing of certain other products as well as the company’s ongoing efforts to provide certain personal protective equipment (PPE) and other high-demand supplies for its members as a result of the COVID-19 pandemic.

Segment adjusted EBITDA of $117.9 million decreased 21% from $149.2 million for the same period a year ago, primarily as a result of the previously mentioned decline in net administrative fees revenue related to the amended GPO agreements and the non-cash amortization of prepaid contract administrative fees from the Acurity/Nexera asset acquisition.

Performance Services

Performance Services segment net revenue of $98.7 million increased 3% from $96.2 million for the same quarter a year ago, primarily driven by incremental revenue in the Contigo Health business related to the acquisition of Health Design Plus in May 2020, growth in life sciences business and growth in the cost management and performance improvement consulting businesses. These increases were partially offset by lower revenue associated with enterprise analytics license agreements executed during the current period as compared to the prior year period which included significant revenue from enterprise analytics license agreements entered into during the prior year quarter. In addition, the increases were partially offset by lower revenue as a result of the Centers for Medicare and Medicaid Services (CMS) planned discontinuation of the company’s former CMS government contract as part of the overall Hospital Improvement Innovation Network program that ended on March 31, 2020.

Segment adjusted EBITDA of $36.0 million increased 4% from $34.6 million for the same period a year ago primarily due to the aforementioned increase in revenue.

Results of Operations for the Nine Months Ended March 31, 2021

(As compared with the nine months ended March 31, 2020)

GAAP net revenue of $1,239.6 million increased 30% from $956.8 million for the same period a year ago.

GAAP net income was $277.0 million, an increase of 18%, compared with $235.7 million a year ago. In accordance with GAAP, fiscal 2021 and 2020 nine-month net income attributable to stockholders includes non-cash adjustments of $(26.7) million and $516.7 million, respectively, to reflect the change in the redemption value of limited partners’ Class B common unit ownership at the end of each period. These non-cash adjustments resulted primarily from changes in the number of Class B common units outstanding and the company’s stock price between periods and do not reflect results of the company’s business operations. The adjustment for nine months ended March 31, 2021 reflects the change in the redemption value of limited partners’ Class B common unit ownership for the period from July 1, 2020 through July 31, 2020, due to the Board of Directors being comprised of a majority of independent directors on July 31, 2020. As a result, Premier will no longer make this adjustment in subsequent periods.

After the previously mentioned non-cash adjustments, the company reported net income attributable to stockholders of $234.4 million compared with net income of $620.3 million a year ago. On a diluted per share basis, net income was $2.03 compared with $1.66 for the same period a year ago. See “Calculation of GAAP Earnings per Share” in the income statement section of this press release.

Adjusted EBITDA of $356.8 million decreased 20% from $444.6 million for the same period the prior year. Adjusted net income of $232.0 million decreased 13% from $265.7 million for the same period a year ago. Adjusted earnings per share decreased 12% to $1.89 from $2.14 for the same period a year ago.

Supply Chain Services segment net revenue of $953.9 million increased 37% from $694.3 million for the same quarter a year ago. Supply Chain Services segment adjusted EBITDA of $339.5 million decreased 24% from $447.1 million for the same period a year ago.

Performance Services segment net revenue of $285.7 million increased 9% from $262.5 million for the same quarter a year ago. Performance Services segment adjusted EBITDA of $109.7 million increased 29% from $85.0 million for the same period a year ago.

Cash Flows and Liquidity

Net cash provided by operating activities for the nine months ended March 31, 2021 was $192.4 million compared with $248.1 million for the same period last year. The decrease was primarily driven by lower net administrative fees revenue as a result of the amended GPO agreements and the impact of the COVID-19 pandemic. In addition, changes in working capital, including higher levels of inventory, primarily driven by the impact of aggregated purchasing of PPE as a result of the COVID-19 pandemic impacted net cash provided by operating activities.

Net cash used in investing activities and net cash provided by financing activities for the nine months ended March 31, 2021 were $149.3 million and $9.8 million, respectively. At March 31, 2021, cash and cash equivalents was $132.6 million compared with $99.3 million at June 30, 2020, and the company’s five-year, $1.0 billion revolving credit facility had an outstanding balance of $200.0 million, of which $75 million was repaid in April 2021.

Free cash flow for the nine months ended March 31, 2021 was $91.3 million compared with $213.9 million for the same period a year ago. The decrease was primarily due to the same factors that impacted net cash provided by operating activities as well as payments made to former limited partners of Premier LP in connection with the termination of the Tax Receivable Agreement as part of the company’s restructure in August 2020. These factors were partially offset by the elimination of tax distributions to limited partners also as a result of the restructure.

Conference Call

Premier will host a conference call to provide additional detail around the company’s performance and outlook today at 8:00 a.m. ET. The call will be webcast live from the company’s website and will be available at the following link: Premier Webcast Link. The webcast should be accessed 10 minutes prior to the conference call start time. A replay of the webcast will be available for one year following the conclusion of the live broadcast and will be accessible on the company’s website at https://investors.premierinc.com.

For those parties who do not have internet access, the conference call may be accessed by calling one of the below telephone numbers and providing conference ID number 6698593:

Domestic participant dial-in number (toll-free):

(844) 296-7719

International participant dial-in number:

(574) 990-1041

Premier’s presentation that will accompany the conference call and webcast can be accessed via the following link: Premier Events.

About Premier, Inc.

Premier, Inc. (NASDAQ: PINC) is a leading healthcare improvement company, uniting an alliance of more than 4,100 U.S. hospitals and health systems and approximately 200,000 other providers and organizations to transform healthcare. With integrated data and analytics, collaboratives, supply chain solutions, and consulting and other services, Premier enables better care and outcomes at a lower cost. Premier plays a critical role in the rapidly evolving healthcare industry, collaborating with members to co-develop long-term innovations that reinvent and improve the way care is delivered to patients nationwide. Headquartered in Charlotte, N.C., Premier is passionate about transforming American healthcare. Please visit Premier’s news and investor sites on www.premierinc.com; as well as Twitter, Facebook, LinkedIn, YouTube and Instagram for more information about the company.

Premier’s Use and Definition of Non-GAAP Measures

Premier uses EBITDA, adjusted EBITDA, segment adjusted EBITDA, adjusted net income (historically referred to as “adjusted fully distributed net income”), adjusted earnings per share (historically referred to as “adjusted fully distributed earnings per share”), and free cash flow to facilitate a comparison of the company’s operating performance on a consistent basis from period to period and to provide measures that, when viewed in combination with its results prepared in accordance with GAAP, allow for a more complete understanding of factors and trends affecting the company’s business than GAAP measures alone. Management believes EBITDA, adjusted EBITDA and segment adjusted EBITDA assist the company’s board of directors, management and investors in comparing the company’s operating performance on a consistent basis from period to period by removing the impact of the company’s asset base (primarily depreciation and amortization) and items outside the control of management (taxes), as well as other non-cash (impairment of intangible assets and purchase accounting adjustments) and non-recurring items, from operating results. Adjusted EBITDA and segment adjusted EBITDA are supplemental financial measures used by the company and by external users of the company’s financial statements.

Management considers adjusted EBITDA an indicator of the operational strength and performance of the company’s business. Adjusted EBITDA allows management to assess performance without regard to financing methods and capital structure and without the impact of other matters that management does not consider indicative of the operating performance of the business. Segment adjusted EBITDA is the primary earnings measure used by management to evaluate the performance of the company’s business segments.

Management believes free cash flow is an important measure because it represents the cash that the company generates after payment of tax distributions to limited partners and capital investment to maintain existing products and services and ongoing business operations, as well as development of new and upgraded products and services to support future growth. Free cash flow is important because it allows the company to enhance stockholder value through acquisitions, partnerships, joint ventures, investments in related or complimentary businesses and/or debt reduction.

In addition, adjusted fully distributed net income and adjusted fully distributed earnings per share eliminate the variability of non-controlling interest as a result of member owner exchanges of Class B common units and corresponding Class B common stock into shares of Class A common stock and other potentially dilutive equity transactions which are outside of management’s control. These measures assist our board of directors, management and investors in comparing our net income and earnings per share on a consistent basis from period to period because these measures remove non-cash and non-recurring items and eliminate the variability of non-controlling interest that results from member owner exchanges of Class B common units into shares of Class A common stock.

Non-Recurring Items are items to be income or expenses and other items that have not been earned or incurred within the prior two years and are not expected to recur within the next two years. Such items include stock-based compensation, acquisition and disposition related expenses, remeasurement of TRA liabilities, loss on disposal of long-live assets, gain or loss on FFF put and call rights, income and expense that has been classified as discontinued operations and other expense.

Non-operating items include gains or losses on the disposal of assets and interest and investment income or expense.

EBITDA is defined as net income before income or loss from discontinued operations, net of tax, interest and investment income, net, income tax expense, depreciation and amortization and amortization of purchased intangible assets.

Adjusted EBITDA is defined as EBITDA before merger and acquisition related expenses and non-recurring, non-cash or non-operating items and including equity in net income of unconsolidated affiliates.

Segment adjusted EBITDA is defined as the segment’s net revenue less cost of revenue and operating expenses directly attributable to the segment excluding depreciation and amortization, amortization of purchased intangible assets, merger and acquisition related expenses and non-recurring or non-cash items and including equity in net income of unconsolidated affiliates. Operating expenses directly attributable to the segment include expenses associated with sales and marketing, general and administrative, and product development activities specific to the operation of each segment. General and administrative corporate expenses that are not specific to a particular segment are not included in the calculation of Segment Adjusted EBITDA. Segment Adjusted EBITDA also excludes any income and expense that has been classified as discontinued operations.

Adjusted Net Income is defined as net income attributable to Premier (i) excluding income or loss from discontinued operations, net, (ii) excluding income tax expense, (iii) excluding the impact of adjustment of redeemable limited partners’ capital to redemption amount, (iv) excluding the effect of non-recurring or non-cash items, including certain strategic and financial restructuring expenses, (v) assuming the exchange of all the Class B common units for shares of Class A common stock, which results in the elimination of non-controlling interest in Premier LP and (vi) reflecting an adjustment for income tax expense on Non-GAAP net income before income taxes at our estimated annual effective income tax rate, adjusted for unusual or infrequent items.

Adjusted Earnings per Share is Adjusted Net Income divided by diluted weighted average shares.

Free cash flow is defined as net cash provided by operating activities from continuing operations less distributions and TRA payments to limited partners and purchases of property and equipment. Free Cash Flow does not represent discretionary cash available for spending as it excludes certain contractual obligations such as debt repayments.

To properly and prudently evaluate our business, readers are urged to review the reconciliation of these non-GAAP financial measures, as well as the other financial tables, included at the end of this release. Readers should not rely on any single financial measure to evaluate the company’s business. In addition, the non-GAAP financial measures used in this release are susceptible to varying calculations and may differ from, and may therefore not be comparable to, similarly titled measures used by other companies.

Further information on Premier’s use of non-GAAP financial measures is available in the “Our Use of Non-GAAP Financial Measures” section of Premier’s Form 10-K for the year ended June 30, 2020 filed with the Securities and Exchange Commission (“SEC”), as may be updated in subsequent filings with the SEC.

Premier’s Use of Forward-Looking Non-GAAP Measures

The company does not meaningfully reconcile guidance for non-GAAP adjusted EBITDA and non-GAAP adjusted earnings per share to net income attributable to stockholders or earnings per share attributable to stockholders because the company cannot provide guidance for the more significant reconciling items between net income attributable to stockholders and adjusted EBITDA and between earnings per share attributable to stockholders and non-GAAP adjusted earnings per share without unreasonable effort. This is due to the fact that future period non-GAAP guidance includes adjustments for items not indicative of our core operations, which may include, without limitation, items included in the supplemental financial information for reconciliation of reported GAAP results to non-GAAP results. Such items include strategic and acquisition related expenses for professional fees; mark to market adjustments for put options and contingent liabilities; gains and losses on stock based performance shares; adjustments to its income tax provision (such as valuation allowance adjustments and settlements of income tax claims); items related to corporate and facility restructurings; and certain other items the company believes to be non-indicative of its ongoing operations. Such adjustments may be affected by changes in ongoing assumptions, judgements, as well as nonrecurring, unusual or unanticipated charges, expenses or gains/losses or other items that may not directly correlate to the underlying performance of our business operations. The exact amount of these adjustments are not currently determinable but may be significant.

Cautionary Note Regarding Forward-Looking Statements

Statements made in this release that are not statements of historical or current facts, such as those related to the timing and continuing impact of COVID-19, the ability to execute our strategy and drive long-term, sustainable growth and value to all our stakeholders, the statements related to fiscal 2021 outlook and guidance and the key assumptions underlying such guidance, and expected target multi-year, compound annual growth rate in the mid-to-high single digits for consolidated net revenue, adjusted EBITDA and adjusted EPS beginning in fiscal year 2022 are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements may involve known and unknown risks, uncertainties and other factors that may cause the actual results, performance or achievements of Premier to be materially different from historical results or from any future results or projections expressed or implied by such forward-looking statements. Accordingly, readers should not place undue reliance on any forward-looking statements. In addition to statements that explicitly describe such risks and uncertainties, readers are urged to consider statements in the conditional or future tenses or that include terms such as “believes,” “belief,” “expects,” “estimates,” “intends,” “anticipates” or “plans” to be uncertain and forward-looking. Forward-looking statements may include comments as to Premier’s beliefs and expectations as to future events and trends affecting its business and are necessarily subject to uncertainties, many of which are outside Premier’s control. More information on potential factors that could affect Premier’s financial results is included from time to time in the “Cautionary Note Regarding Forward-Looking Statements,” “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” sections of Premier’s periodic and current filings with the SEC, including those discussed under the “Risk Factors” and “Cautionary Note Regarding Forward-Looking Statements” section of Premier’s Form 10-K for the year ended June 30, 2020 as well as the Form 10-Q for the quarter ended March 31, 2021, expected to be filed with the SEC shortly after the date of this release, and also made available on Premier’s website at investors.premierinc.com. Forward-looking statements speak only as of the date they are made, and Premier undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information or future events that occur after that date, or otherwise.

Condensed Consolidated Statements of Income

(Unaudited)

(In thousands, except per share data)

 

 

 

 

 

 

 

Three Months Ended March 31,

 

Nine Months Ended March 31,

 

2021

2020

 

2021

2020

Net revenue:

 

 

 

 

 

Net administrative fees

$

146,553

 

$

174,049

 

 

$

424,537

 

$

518,566

 

Other services and support

107,375

 

99,591

 

 

304,020

 

270,929

 

Services

253,928

 

273,640

 

 

728,557

 

789,495

 

Products

215,995

 

61,183

 

 

511,080

 

167,344

 

Net revenue

469,923

 

334,823

 

 

1,239,637

 

956,839

 

Cost of revenue:

 

 

 

 

 

Services

46,980

 

49,007

 

 

125,852

 

143,965

 

Products

211,136

 

54,121

 

 

496,286

 

150,415

 

Cost of revenue

258,116

 

103,128

 

 

622,138

 

294,380

 

Gross profit

211,807

 

231,695

 

 

617,499

 

662,459

 

Operating expenses:

 

 

 

 

 

Selling, general and administrative

134,502

 

115,289

 

 

388,453

 

315,311

 

Research and development

715

 

628

 

 

2,013

 

1,808

 

Amortization of purchased intangible assets

10,400

 

13,966

 

 

33,864

 

38,948

 

Operating expenses

145,617

 

129,883

 

 

424,330

 

356,067

 

Operating income

66,190

 

101,812

 

 

193,169

 

306,392

 

Equity in net income of unconsolidated affiliates

5,524

 

4,442

 

 

16,023

 

11,038

 

Interest and investment loss, net

(3,225)

 

(9,966)

 

 

(8,742)

 

(9,849)

 

(Loss) gain on FFF put and call rights

(5,195)

 

(13,906)

 

 

(21,621)

 

8,477

 

Other income (expense), net

1,594

 

(5,005)

 

 

10,167

 

(1,996)

 

Other (expense) income, net

(1,302)

 

(24,435)

 

 

(4,173)

 

7,670

 

Income before income taxes

64,888

 

77,377

 

 

188,996

 

314,062

 

Income tax expense (benefit)

13,444

 

4,165

 

 

(88,037)

 

78,336

 

Net income from continuing operations

51,444

 

73,212

 

 

277,033

 

235,726

 

Income from discontinued operations, net of tax

 

5

 

 

 

1,009

 

Net income

51,444

 

73,217

 

 

277,033

 

236,735

 

Net income from continuing operations attributable to non-controlling interest

(3,123)

 

(35,055)

 

 

(15,903)

 

(132,189)

 

Net income from discontinued operations attributable to non-controlling interest

 

(3)

 

 

 

(480)

 

Net income attributable to non-controlling interest

(3,123)

 

(35,058)

 

 

(15,903)

 

(132,669)

 

Adjustment of redeemable limited partners’ capital to redemption amount

 

302,569

 

 

(26,685)

 

516,725

 

Net income attributable to stockholders

$

48,321

 

$

340,728

 

 

$

234,445

 

$

620,791

 

 

 

 

 

 

 

Calculation of GAAP Earnings per Share

 

 

 

 

 

 

 

 

 

 

 

Numerator for basic earnings per share:

 

 

 

 

 

Net income from continuing operations attributable to stockholders

$

48,321

 

$

340,726

 

 

$

234,445

 

$

620,262

 

Net income from discontinued operations attributable to stockholders

 

2

 

 

 

529

 

Net income attributable to stockholders

$

48,321

 

$

340,728

 

 

$

234,445

 

$

620,791

 

 

 

 

 

 

 

Numerator for diluted earnings per share:

 

 

 

 

 

Net income from continuing operations attributable to stockholders

$

48,321

 

$

340,726

 

 

$

234,445

 

$

620,262

 

Adjustment of redeemable limited partners’ capital to redemption amount

 

(302,569)

 

 

 

(516,725)

 

Net income from continuing operations attributable to non-controlling interest

 

35,055

 

 

 

132,189

 

Net income from continuing operations

$

48,321

 

$

73,212

 

 

$

234,445

 

$

235,726

 

Tax effect on Premier, Inc. net income

 

(7,067)

 

 

 

(30,007)

 

Adjusted net income from continuing operations

$

48,321

 

$

66,145

 

 

$

234,445

 

$

205,719

 

 

 

 

 

 

 

Net income from discontinued operations attributable to stockholders

$

 

$

2

 

 

$

 

$

529

 

Net income from discontinued operations attributable to non-controlling interest in Premier LP

 

3

 

 

 

480

 

Adjusted net income from discontinued operations

$

 

$

5

 

 

$

 

$

1,009

 

 

 

 

 

 

 

Adjusted net income

$

48,321

 

$

66,150

 

 

$

234,445

 

$

206,728

 

 

 

 

 

 

 

Denominator for basic earnings per share:

 

 

 

 

 

Weighted average shares

122,254

 

69,451

 

 

114,596

 

65,582

 

 

 

 

 

 

 

Denominator for diluted earnings per share:

 

 

 

 

 

Weighted average shares

122,254

 

69,451

 

 

114,596

 

65,582

 

Effect of dilutive securities:

 

 

 

 

 

Stock options

325

 

232

 

 

300

 

357

 

Restricted stock

373

 

216

 

 

336

 

239

 

Performance share awards

164

 

197

 

 

133

 

66

 

Class B shares outstanding

 

52,374

 

 

 

57,786

 

Weighted average shares and assumed conversions

123,116

 

122,470

 

 

115,365

 

124,030

 

 

 

 

 

 

 

Earnings per share attributable to stockholders:

 

 

 

 

 

Basic earnings per share attributable to stockholders

$

0.40

 

$

4.91

 

 

$

2.05

 

$

9.46

 

Diluted earnings per share attributable to stockholders

$

0.39

 

$

0.54

 

 

$

2.03

 

$

1.66

 

Condensed Consolidated Balance Sheets

(Unaudited)

(In thousands, except share data)

 

 

 

 

March 31, 2021

June 30, 2020

Assets

 

 

Cash and cash equivalents

$

132,584

 

$

99,304

 

Accounts receivable (net of $2,137 and $731 allowance for doubtful accounts, respectively)

188,519

 

135,063

 

Contract assets

259,331

 

215,660

 

Inventory

225,231

 

70,997

 

Prepaid expenses and other current assets

83,527

 

97,338

 

Total current assets

889,192

 

618,362

 

Property and equipment (net of $503,189 and $452,609 accumulated depreciation, respectively)

223,689

 

206,728

 

Intangible assets (net of $279,023 and $245,160 accumulated amortization, respectively)

407,531

 

417,422

 

Goodwill

999,777

 

941,965

 

Deferred income tax assets

821,439

 

430,025

 

Deferred compensation plan assets

55,952

 

49,175

 

Investments in unconsolidated affiliates

153,747

 

133,335

 

Operating lease right-of-use assets

50,556

 

57,823

 

Other assets

80,082

 

93,680

 

Total assets

$

3,681,965

 

$

2,948,515

 

 

 

 

Liabilities, redeemable limited partners’ capital and stockholders’ equity

 

Accounts payable

$

100,348

 

$

54,841

 

Accrued expenses

64,255

 

53,500

 

Revenue share obligations

216,054

 

145,777

 

Limited partners’ distribution payable

 

8,012

 

Accrued compensation and benefits

80,234

 

73,262

 

Deferred revenue

35,933

 

35,446

 

Current portion of tax receivable agreements

 

13,689

 

Current portion of notes payable to members

95,483

 

 

Line of credit and current portion of long-term debt

203,964

 

79,560

 

Other liabilities

56,574

 

31,987

 

Total current liabilities

852,845

 

496,074

 

Long-term debt, less current portion

5,333

 

4,640

 

Tax receivable agreements, less current portion

 

279,981

 

Notes payable to members, less current portion

323,156

 

 

Deferred compensation plan obligations

55,952

 

49,175

 

Deferred tax liabilities

 

17,508

 

Deferred consideration, less current portion

83,700

 

112,917

 

Operating lease liabilities, less current portion

45,654

 

52,990

 

Other liabilities

100,758

 

75,658

 

Total liabilities

1,467,398

 

1,088,943

 

 

 

 

Commitments and contingencies

 

 

Redeemable limited partners’ capital

 

1,720,309

 

Stockholders’ equity:

 

 

Class A common stock, $0.01 par value, 500,000,000 shares authorized; 122,268,758 shares issued and outstanding at March 31, 2021 and 71,627,462 shares issued and outstanding at June 30, 2020

1,223

 

716

 

Class B common stock, $0.000001 par value, 600,000,000 shares authorized; 0 and 50,213,098 shares issued and outstanding at March 31, 2021 and June 30, 2020, respectively

 

 

Additional paid-in-capital

2,046,836

 

138,547

 

Retained earnings

166,508

 

 

Total stockholders’ equity

2,214,567

 

139,263

 

Total liabilities, redeemable limited partners’ capital and stockholders’ equity

$

3,681,965

 

$

2,948,515

 

Condensed Consolidated Statements of Cash Flows

(Unaudited)

(In thousands)

 

 

 

 

Nine Months Ended March 31,

 

2021

2020

Operating activities

 

 

Net income

$

277,033

 

$

236,735

 

Adjustments to reconcile net income to net cash provided by operating activities:

 

 

Income from discontinued operations, net of tax

 

(1,009)

 

Depreciation and amortization

89,768

 

114,638

 

Equity in net income of unconsolidated affiliates

(16,023)

 

(11,038)

 

Deferred income taxes

(123,307)

 

60,394

 

Stock-based compensation

27,601

 

19,048

 

Remeasurement of tax receivable agreement liabilities

 

(24,584)

 

Impairment of held to maturity investments

 

8,500

 

Loss (gain) on FFF put and call rights

21,621

 

(8,477)

 

Other

537

 

2,078

 

Changes in operating assets and liabilities, net of the effects of acquisitions:

 

 

Accounts receivable, inventories, prepaid expenses and other assets

(181,263)

 

(95,953)

 

Contract assets

(43,733)

 

(28,909)

 

Accounts payable, accrued expenses, deferred revenue, revenue share obligations and other liabilities

140,131

 

(23,341)

 

Net cash provided by operating activities from continuing operations

192,365

 

248,082

 

Net cash provided by operating activities from discontinued operations

 

9,338

 

Net cash provided by operating activities

$

192,365

 

$

257,420

 

Investing activities

 

 

Purchases of property and equipment

$

(66,911)

 

$

(69,326)

 

Acquisition of businesses, net of cash acquired

(81,152)

 

(96,346)

 

Investments in unconsolidated affiliates

 

(10,165)

 

Other

(1,228)

 

3,883

 

Net cash used in investing activities

$

(149,291)

 

$

(171,954)

 

Financing activities

 

 

Payments made on notes payable

$

(31,692)

 

$

(2,046)

 

Proceeds from credit facility

225,000

 

375,000

 

Payments on credit facility

(100,000)

 

(150,000)

 

Distributions to limited partners of Premier LP

(9,949)

 

(39,590)

 

Payments to limited partners of Premier LP related to tax receivable agreements

(24,218)

 

(17,425)

 

Cash dividends paid

(69,647)

 

 

Repurchase of Class A common stock (held as treasury stock)

 

(150,093)

 

Other

712

 

(633)

 

Net cash (used in) provided by financing activities

$

(9,794)

 

$

15,213

 

Net increase in cash and cash equivalents

33,280

 

100,679

 

Cash and cash equivalents at beginning of year

99,304

 

141,055

 

Cash and cash equivalents at end of period

$

132,584

 

$

241,734

 

Supplemental Financial Information

Reconciliation of Net Cash Provided by Operating Activities to Free Cash Flow

(Unaudited)

(In thousands)

 

 

 

 

Nine Months Ended March 31,

 

2021

2020

Net cash provided by operating activities from continuing operations (a)

$

192,365

 

$

340,228

 

Purchases of property and equipment

(66,911)

 

(69,326)

 

Distributions to limited partners of Premier LP

(9,949)

 

(39,590)

 

Payments to limited partners of Premier LP related to tax receivable agreements

(24,218)

 

(17,425)

 

Free Cash Flow

$

91,287

 

$

213,887

 

(a)

Net cash provided by operating activities from continuing operations excludes the impact of the prepaid contract administrative fee share for one-time rebates to certain Acurity, Inc. members, as agreed to by Acurity, Inc. prior to entering into the Purchase Agreement, which was excluded from the purchase price of the Acurity and Nexera asset acquisition.

Supplemental Financial Information

Reconciliation of Net Income from Continuing Operations to Adjusted EBITDA

Reconciliation of Operating Income to Segment Adjusted EBITDA

Reconciliation of Net Income Attributable to Stockholders to Adjusted Net Income

(Unaudited)

(In thousands)

 

 

 

 

 

 

 

Three Months Ended March 31,

 

Nine Months Ended March 31,

 

2021

2020

 

2021

2020

Net income from continuing operations

$

51,444

 

$

73,212

 

 

$

277,033

 

$

235,726

 

Interest and investment loss, net

3,225

 

9,966

 

 

8,742

 

9,849

 

Income tax expense (benefit)

13,444

 

4,165

 

 

(88,037)

 

78,336

 

Depreciation and amortization

19,337

 

25,777

 

 

55,904

 

75,690

 

Amortization of purchased intangible assets

10,400

 

13,966

 

 

33,864

 

38,948

 

EBITDA

97,850

 

127,086

 

 

287,506

 

438,549

 

Stock-based compensation

13,180

 

7,668

 

 

27,970

 

19,358

 

Acquisition and disposition related expenses

4,126

 

7,287

 

 

14,889

 

16,263

 

Remeasurement of tax receivable agreement liabilities

 

(902)

 

 

 

(24,584)

 

Loss (gain) on FFF put and call rights

5,195

 

13,906

 

 

21,621

 

(8,477)

 

Other expense

856

 

844

 

 

4,782

 

3,441

 

Adjusted EBITDA

$

121,207

 

$

155,889

 

 

$

356,768

 

$

444,550

 

 

 

 

 

 

 

Income before income taxes

$

64,888

 

$

77,377

 

 

$

188,996

 

$

314,062

 

Equity in net income of unconsolidated affiliates

(5,524)

 

(4,442)

 

 

(16,023)

 

(11,038)

 

Interest and investment loss, net

3,225

 

9,966

 

 

8,742

 

9,849

 

Loss (gain) on FFF put and call rights

5,195

 

13,906

 

 

21,621

 

(8,477)

 

Other (income) expense

(1,594)

 

5,005

 

 

(10,167)

 

1,996

 

Operating income

66,190

 

101,812

 

 

193,169

 

306,392

 

Depreciation and amortization

19,337

 

25,777

 

 

55,904

 

75,690

 

Amortization of purchased intangible assets

10,400

 

13,966

 

 

33,864

 

38,948

 

Stock-based compensation

13,180

 

7,668

 

 

27,970

 

19,358

 

Acquisition and disposition related expenses

4,126

 

7,287

 

 

14,889

 

16,263

 

Remeasurement of tax receivable agreement liabilities

 

(902)

 

 

 

(24,584)

 

Equity in net income of unconsolidated affiliates

5,524

 

4,442

 

 

16,023

 

11,038

 

Deferred compensation plan income (expense)

1,521

 

(5,476)

 

 

9,231

 

(2,484)

 

Other expense

929

 

1,315

 

 

5,718

 

3,929

 

Adjusted EBITDA

$

121,207

 

$

155,889

 

 

$

356,768

 

$

444,550

 

 

 

 

 

 

 

SEGMENT ADJUSTED EBITDA

 

 

 

 

 

Supply Chain Services

$

117,949

 

$

149,212

 

 

$

339,538

 

$

447,081

 

Performance Services

35,950

 

34,634

 

 

109,675

 

84,977

 

Corporate

(32,692)

 

(27,957)

 

 

(92,445)

 

(87,508)

 

Adjusted EBITDA

$

121,207

 

$

155,889

 

 

$

356,768

 

$

444,550

 

 

 

 

 

 

 

Net income attributable to stockholders

$

48,321

 

$

340,728

 

 

$

234,445

 

$

620,791

 

Adjustment of redeemable limited partners’ capital to redemption amount

 

(302,569)

 

 

26,685

 

(516,725)

 

Net income attributable to non-controlling interest

3,123

 

35,058

 

 

15,903

 

132,669

 

Income from discontinued operations, net of tax

 

(5)

 

 

 

(1,009)

 

Income tax expense (benefit)

13,444

 

4,165

 

 

(88,037)

 

78,336

 

Amortization of purchased intangible assets

10,400

 

13,966

 

 

33,864

 

38,948

 

Stock-based compensation

13,180

 

7,668

 

 

27,970

 

19,358

 

Acquisition and disposition related expenses

4,126

 

7,287

 

 

14,889

 

16,263

 

Remeasurement of tax receivable agreement liabilities

 

(902)

 

 

 

(24,584)

 

Loss (gain) on FFF put and call rights

5,195

 

13,906

 

 

21,621

 

(8,477)

 

Other expense

2,897

 

844

 

 

10,126

 

3,441

 

Adjusted income before income taxes

100,686

 

120,146

 

 

297,466

 

359,011

 

Income tax expense on adjusted income before income taxes

22,151

 

31,238

 

 

65,443

 

93,343

 

Adjusted Net Income

$

78,535

 

$

88,908

 

 

$

232,023

 

$

265,668

 

Supplemental Financial Information

Reconciliation of GAAP EPS to Adjusted EPS

(Unaudited)

(In thousands, except per share data)

 

 

 

 

 

 

 

Three Months Ended March 31,

 

Nine Months Ended March 31,

 

2021

2020

 

2021

2020

 

 

 

 

 

 

Net income attributable to stockholders

$

48,321

 

$

340,728

 

 

$

234,445

 

$

620,791

 

Adjustment of redeemable limited partners’ capital to redemption amount

 

(302,569)

 

 

26,685

 

(516,725)

 

Net income attributable to non-controlling interest

3,123

 

35,058

 

 

15,903

 

132,669

 

Income from discontinued operations, net of tax

 

(5)

 

 

 

(1,009)

 

Income tax expense (benefit)

13,444

 

4,165

 

 

(88,037)

 

78,336

 

Amortization of purchased intangible assets

10,400

 

13,966

 

 

33,864

 

38,948

 

Stock-based compensation

13,180

 

7,668

 

 

27,970

 

19,358

 

Acquisition and disposition related expenses

4,126

 

7,287

 

 

14,889

 

16,263

 

Remeasurement of tax receivable agreement liabilities

 

(902)

 

 

 

(24,584)

 

Loss (gain) on FFF put and call rights

5,195

 

13,906

 

 

21,621

 

(8,477)

 

Other expense

2,897

 

844

 

 

10,126

 

3,441

 

Adjusted income before income taxes

100,686

 

120,146

 

 

297,466

 

359,011

 

Income tax expense on adjusted income before income taxes

22,151

 

31,238

 

 

65,443

 

93,343

 

Adjusted Net Income

$

78,535

 

$

88,908

 

 

$

232,023

 

$

265,668

 

 

 

 

 

 

 

Weighted average:

 

 

 

 

 

Common shares used for basic and diluted earnings per share

122,254

 

69,451

 

 

114,596

 

65,582

 

Potentially dilutive shares

862

 

645

 

 

769

 

662

 

Conversion of Class B common units

 

52,374

 

 

 

57,786

 

GAAP weighted average shares outstanding – diluted

123,116

 

122,470

 

 

115,365

 

124,030

 

Conversion of potentially dilutive shares

 

 

 

 

 

Conversion of Class B common units

 

 

 

7,511

 

 

Weighted average shares outstanding – diluted

123,116

 

122,470

 

 

122,876

 

124,030

 

 

 

 

 

 

 

GAAP earnings per share

$

0.40

 

$

4.91

 

 

$

2.05

 

$

9.47

 

Adjustment of redeemable limited partners’ capital to redemption amount

 

(4.36)

 

 

0.23

 

(7.88)

 

Net income attributable to non-controlling interest

0.03

 

0.50

 

 

0.14

 

2.02

 

Income from discontinued operations, net of tax

 

 

 

 

(0.02)

 

Income tax expense (benefit)

0.11

 

0.06

 

 

(0.77)

 

1.19

 

Amortization of purchased intangible assets

0.09

 

0.20

 

 

0.30

 

0.59

 

Stock-based compensation

0.11

 

0.11

 

 

0.24

 

0.30

 

Acquisition and disposition related expenses

0.03

 

0.10

 

 

0.13

 

0.25

 

Remeasurement of tax receivable agreement liabilities

 

(0.01)

 

 

 

(0.37)

 

Loss (gain) on FFF put and call rights

0.04

 

0.20

 

 

0.19

 

(0.13)

 

Other expense, net

0.02

 

0.01

 

 

0.09

 

0.05

 

Impact of corporation taxes

(0.19)

 

(0.45)

 

 

(0.57)

 

(1.42)

 

Impact of dilutive shares

 

(0.54)

 

 

(0.14)

 

(1.91)

 

Adjusted EPS

$

0.64

 

$

0.73

 

 

$

1.89

 

$

2.14

 

 

Investor contact:

Angie McCabe

Vice President, Investor Relations

704.816.3888

[email protected]

Media contact:

Amanda Forster

Vice President, Public Relations

202.879.8004

[email protected]

KEYWORDS: United States North America North Carolina

INDUSTRY KEYWORDS: Technology Medical Supplies Hospitals Software Practice Management Health Retail Data Management Supply Chain Management

MEDIA:

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