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May 4, 2021 8:34 am

CB Financial Services, Inc. Announces First Quarter 2021 Financial Results and Declares Quarterly Cash Dividend

CB Financial Services, Inc. Announces First Quarter 2021 Financial Results and Declares Quarterly Cash Dividend

WASHINGTON, Pa.–(BUSINESS WIRE)–
CB Financial Services, Inc. (“CB” or the “Company”) (NASDAQGM: CBFV), the holding company of Community Bank (the “Bank”) and Exchange Underwriters, Inc. (“EU”), a wholly-owned insurance subsidiary of the Bank, today announced its first quarter 2021 financial results.

	Three Months Ended
	3/31/21		12/31/20		9/30/20		6/30/20		3/31/20
(Dollars in thousands, except per share data) (Unaudited)

Net Income (Loss) (GAAP)	$	2,845	$	3,079	$	(17,395)	$	2,903	$	773
Excluding Non-Recurring Items (Non-GAAP) ⁽¹⁾	—		198		19,239		—		—
Adjusted Net Income (Non-GAAP) ⁽¹⁾	$	2,845	$	3,277	$	1,844	$	2,903	$	773

Earnings (Loss) per Common Share – Diluted (GAAP)	$	0.52	$	0.57	$	(3.22)	$	0.54	$	0.14
Adjusted Earnings per Common Share – Diluted (Non-GAAP) ⁽¹⁾	$	0.52	$	0.61	$	0.34	$	0.54	$	0.14

(1) Refer to Explanation of Use of Non-GAAP Financial Measures and reconciliation of net income (loss) and adjusted earnings per common share – diluted in this Press Release.

2021 First Quarter Financial Highlights

(Comparisons to three months ended March 31, 2020)

Net income an increase to $2.8 million compared to $773,000.
Earnings per diluted share (EPS) increased to $0.52 from $0.14.
Return on average assets of 0.81%, compared to 0.24%.
Return on average equity of 8.54%, compared to 2.04%.
Net interest margin decreased to 3.04% from 3.55%.
Net interest and dividend income was $10.0 million, compared to $10.5 million.
Noninterest income increased to $3.2 million from $1.9 million.

(Amounts at March 31, 2021; comparisons to December 31, 2020)

Total loans including Payroll Protection Program (“PPP) loans were $1.04 billion, a decrease of $3.1 million.
Total loans (excluding PPP loans) were $981.3 million, a decrease of $8.3 million.
Total deposits were $1.28 billion, an increase of $59.9 million.
Total assets increased to a record $1.48 billion, compared to $1.42 billion.
Book value per share was $24.62, compared to $24.76.
Tangible book value per share (Non-GAAP) was $21.38, compared to $21.42.

Branch Optimization and Operational Efficiency Update

In connection with the previously announced branch consolidations and the other branch optimization initiatives, CB anticipates non-recurring pre-tax costs during 2021 in line with the $6.1 million announced in February. This estimated cost excludes the impact of any premium from sale of branches, and assumes no salvage value, lease termination, severance, and other costs associated with the consolidations or sales; however, the Company anticipates some recovery of these costs over time. CB expects an annual reduction in pre-tax operating expenses in 2021 of approximately $1.5 million, along with $3.0 million of ongoing pre-tax cost savings as a result of the implementation of the branch optimization initiatives. The Bank also completed a comprehensive review of its branch network and operating environment to identify solutions to improve operating performance. This review prioritized profitability, efficiency, infrastructure and client experience improvements, automation in operations, and digital marketing and technology investments.

Dividend Information

The Company’s Board of Directors has declared a $0.24 quarterly cash dividend per outstanding share of common stock, payable on or about June 1, 2021, to stockholders of record as of the close of business on May 21, 2021.

Management Commentary

President and CEO John H. Montgomery stated, “CB reported strong net income of $2.8 million for the first quarter of 2021, largely due to higher noninterest income and improvements in asset quality that included no provisions for loan losses during the period. We are continuing to focus on improving the franchise value in our core market area surrounding Southwestern Pennsylvania as CB remains well positioned for an economic recovery in the region. We improved our commercial real estate loan growth throughout the past several periods, while also growing deposits. Over the course of the year, we intend to invest in our current branch network while moving forward with a branch optimization strategy that will lead to continuing efficiency ratio improvements. The investments made in enhancing our fintech capabilities, including digital and mobile capabilities, will improve CB’s ability to adapt to changing customer needs as we emerge from the pandemic conditions of 2020.”

2021 First Quarter Financial Review

Net Interest and Dividend Income

Net interest and dividend income decreased $556,000, or 5.3%, to $10.0 million for the three months ended March 31, 2021 compared to $10.5 million for the three months ended March 31, 2020.

Net interest margin (FTE) (Non-GAAP) decreased 52 basis points (“bps”) to 3.05% for the three months ended March 31, 2021 compared to 3.57% for the three months ended March 31, 2020. Net interest margin (GAAP) decreased to 3.04% for the three months ended March 31, 2021 compared to 3.55% for the three months ended March 31, 2020.
Interest and dividend income decreased $1.3 million, or 10.9%, to $11.0 million for the three months ended March 31, 2021 compared to $12.3 million for the three months ended March 31, 2020.
- Interest income on loans decreased $618,000, or 5.7%, to $10.1 million for the three months ended March 31, 2021 compared to $10.8 million for the three months ended March 31, 2020. While average loans increased $81.2 million compared to the three months ended March 31, 2020, the average yield decreased 57 bps to 4.00%. PPP loans decreased loan yield approximately 5 bps but that was offset by the recognition of $535,000 of net PPP loan origination fees in the current period. The impact of the accretion of the credit mark on acquired loan portfolios was $138,000 for the three months ended March 31, 2021 compared to $76,000 for the three months ended March 31, 2020, or 6 bps in the current period compared to 3 bps in the prior period.
- Interest income on taxable investment securities decreased $555,000, or 46.2%, to $646,000 for the three months ended March 31, 2021 compared to $1.2 million for the three months ended March 31, 2020 driven by a $35.8 million decrease in average investment securities balances and 93 bps decrease in average yield. The Federal Reserve’s pandemic-driven decision to drop the benchmark interest rate in 2020 resulted in significant calls of U.S. government agency securities and paydowns on mortgage-backed securities in the declining interest rate environment, which were replaced with lower-yielding securities or maintained in cash.
- Other interest and dividend income, which primarily consists of interest-bearing cash, decreased $140,000, or 58.8% to $98,000 for the three months ended March 31, 2021 compared to $238,000 for the three months ended March 31, 2020. Average other interest-earning assets increased $97.3 million compared to the three months ended March 31, 2020 primarily from buildup of cash as a result of securities activity, PPP loan funds and government stimulus payments deposited with the Bank, although average yield declined 123 bps due to interest rate cuts on interest-earning cash deposits held at other financial institutions.
Interest expense decreased $785,000, or 43.7%, to $1.0 million for the three months ended March 31, 2021 compared to $1.8 million for the three months ended March 31, 2020.
- Interest expense on deposits decreased $734,000, or 43.7%, to $947,000 for the three months ended March 31, 2021 compared to $1.7 million for the three months ended March 31, 2020. While average interest-earning deposits increased $42.2 million compared to the three months ended March 31, 2020, interest rate declines for all products driven by pandemic-related interest rate cuts resulted in a 37 bp, or 46.0%, decrease in average cost compared to the three months ended March 31, 2020. In addition, average time deposits and the related average cost decreased $28.3 million and 41 bps, respectively.

Provision for Loan Losses

There was no provision for loan losses recorded for the three months ended March 31, 2021 compared to $2.5 million for the three months ended March 31, 2020. An $8.3 million decrease in net reservable loans in the current period, which excludes PPP loans, and improving economic and industry condition contributed to the lack of provision in the current period.

Noninterest income

Noninterest income increased $1.3 million, or 69.6%, to $3.2 million for the three months ended March 31, 2021, compared to $1.9 million for the three months ended March 31, 2020. The increase was largely due to net gains on securities compared to a net loss in the prior period, as well as an increase in profit-sharing insurance commissions and a $172,000 recapture of temporary impairment on mortgage servicing rights.

Noninterest Expense

Noninterest expense increased $392,000, or 4.4%, to $9.4 million for the three months ended March 31, 2021 compared to $9.0 million for the three months ended March 31, 2020. The increase is primarily from contracted services, which includes the engagement of a third-party workflow optimization expert to assist in implementing robotic process automations and more effective sales management designed to improve operational efficiencies in the near and long-term. In addition, salaries and employee benefits increased primarily due to the recognition in the prior period of a $407,000 one-time benefit from health insurance claims exceeding our stop-loss limit for the 2019 plan year and change from a self-funded to a fully-insured plan.

Statement of Financial Condition Review

Assets

Total assets increased $60.1 million, or 4.2%, to $1.48 billion at March 31, 2021, compared to $1.42 billion at December 31, 2020. The change is primarily due to an increase in Deposits as further described below in the Liabilities section.

Cash and due from banks increased $69.1 million, or 42.9%, to $230.0 million at March 31, 2021, compared to $160.9 million at December 31, 2020. The change is primarily due to an increase in Deposits as further described below in the Liabilities section.
Securities decreased $3.2 million, or 2.2%, to $142.2 million at March 31, 2021, compared to $145.4 million at December 31, 2020. Current period activity included $11.0 million of paydowns on mortgage-backed securities, $22.3 million of mortgage-backed securities and U.S. government agency securities purchases, and $11.9 million of mortgage-backed securities sales, which resulted in the recognition of a $225,000 gain on the sale of securities. The sales recognized gains on higher-interest securities with faster prepayment speeds. In addition, there was a $3.1 million decrease in the market value of the debt securities portfolio and a $222,000 gain in market value in the equity securities portfolio, which is primarily comprised of bank stocks.

Payroll Protection Program (“PPP”) Update

The Small Business Administration reopened the PPP the week of January 11, 2021 and began accepting applications for both First Draw and Second Draw PPP Loans. As of March 31, 2021, as part of this round of PPP, the Bank funded 156 PPP loans totaling $25.0 million with net deferred origination fees of $984,000. Combined with $19.7 million of loan forgiveness processed in the first quarter of 2021, total PPP loans increased $5.3 million to $60.4 million at March 31, 2021 compared to $55.1 million at December 31, 2020.
$1.1 million of net PPP loan origination fees were unearned at December 31, 2020. Due to activity in the first quarter of 2021, $1.5 million of net PPP loan origination fees were unearned at March 31, 2021. $535,000 of net PPP loan origination fees were earned in the first quarter of 2021 compared to $604,000 for the three months ended December 31, 2020.

Loans and Credit Quality

Total loans decreased $3.1 million to $1.04 billion at March 31, 2021. Excluding the impact of PPP loans, organic loan growth declined $8.3 million.
The allowance for loan losses was $12.7 million at March 31, 2021 compared to $12.8 million at December 31, 2020. There was no provision for loan losses in the first quarter. An $8.3 million decrease in net reservable loans in the current period, which excludes PPP loans, and improving economic and industry condition contributed to the lack of provision in the current period. As a result, the allowance for loan losses to total loans of 1.22% at March 31, 2021 was comparable to the percentage at December 31, 2020. No allowance was allocated to the PPP loan portfolio. The allowance for loan losses to total loans, excluding PPP loans, was 1.30% at March 31, 2021 compared to 1.29% at December 31, 2020.
Net charge-offs for the three months ended March 31, 2021 were $46,000, or 0.02% of average loans on an annualized basis, . Net charge-offs for the three months ended March 31, 2020 were $45,000, or 0.02% of average loans on an annualized basis, . Net charge-offs were primarily attributable to indirect automobile loans in both periods.
Nonperforming loans, which includes nonaccrual loans, accruing loans past due 90 days or more, and accruing loans that are considered troubled debt restructurings, were $14.3 million at March 31, 2021 compared to $14.5 million at December 31, 2020. Nonperforming loans to total loans ratio was 1.37% at March 31, 2021 compared to 1.39% at December 31, 2020.
There were 25 loans in forbearance totaling $18.4 million at March 31, 2021 compared to 31 loans totaling $24.1 million at December 31, 2020. This includes two commercial real estate loans totaling $4.6 million and one construction loan totaling $2.0 million that are all secured by hotels, one commercial real estate loan totaling $5.5 million secured by office space and a business relationship that rents equipment, supplies and other materials for events comprised of three commercial real estate loans totaling $3.3 million, and five commercial and industrial loans totaling $1.2 million.

Liabilities

Total liabilities increased $60.9 million, or 4.7%, to $1.34 billion at March 31, 2021 compared to $1.28 billion at December 31, 2020.

Deposits

Deposits increased $59.9 million to $1.28 billion as of March 31, 2021 compared to $1.22 billion at December 31, 2020. Noninterest bearing demand deposits, NOW accounts and savings accounts increased $36.6 million, $21.1 million and $11.6 million, respectively, partially offset by a decrease of $9.3 million in time deposits. IRS and stimulus-related payments totaled $29.9 million in the current quarter and the impact of the PPP loans that were originated in the current quarter and the proceeds of which were initially deposited at the Bank was approximately $23.4 million. Annualized deposit growth rate was 19.6% including PPP loan deposits and 2.2% without IRS and PPP loan deposits, representing organic deposit growth. Average total deposits increased $17.0 million, primarily in noninterest-bearing deposits, for the three months ended March 31, 2021 compared to the three months ended December 31, 2020.

Borrowed Funds

Short-term borrowings increased $4.3 million, or 10.5%, to $45.4 million at March 31, 2021, compared to $41.1 million at December 31, 2020. At March 31, 2021 and December 31, 2020, short-term borrowings were comprised entirely of securities sold under agreements to repurchase. The increase is related to business deposit customers whose funds, above designated target balances, are transferred into an overnight interest-earning investment account by purchasing securities from the Bank’s investment portfolio under an agreement to repurchase.
Other borrowed funds decreased $2.0 million to $6.0 million at March 31, 2021 due to a Federal Home Loan Bank borrowing that matured in the current period.

Stockholders’ Equity

Stockholders’ equity decreased $754,000, or 0.6%, to $133.8 million at March 31, 2021, compared to $134.5 million at December 31, 2020.

Book value per share

Book value per share was $24.62 at March 31, 2021 compared to $24.76 at December 31, 2020, a decrease of $0.14. Tangible book value per share (Non-GAAP) decreased $0.04 to $21.38 compared to $21.42 at December 31, 2020. Refer to “Explanation of Use of Non-GAAP Financial Measures” at the end of this Press Release.

About CB Financial Services, Inc.

CB Financial Services, Inc. is the bank holding company for Community Bank, a Pennsylvania-chartered commercial bank. Community Bank operates 15 offices in Greene, Allegheny, Washington, Fayette, and Westmoreland Counties in southwestern Pennsylvania, six offices in Brooke, Marshall, Ohio, Upshur and Wetzel Counties in West Virginia, and one office in Belmont County in Ohio. Community Bank offers a broad array of retail and commercial lending and deposit services and provides commercial and personal insurance brokerage services through Exchange Underwriters, Inc., its wholly owned subsidiary.

For more information about CB Financial Services, Inc. and Community Bank, visit our website at www.communitybank.tv.

Statement About Forward-Looking Statements

Statements contained in this press release that are not historical facts may constitute forward-looking statements as that term is defined in the Private Securities Litigation Reform Act of 1995 and such forward-looking statements are subject to significant risks and uncertainties. The Company intends such forward-looking statements to be covered by the safe harbor provisions contained in the Act. The Company’s ability to predict results or the actual effect of future plans or strategies is inherently uncertain. Factors which could have a material adverse effect on the operations and future prospects of the Company and its subsidiaries include, but are not limited to, general and local economic conditions, the scope and duration of economic contraction as a result of the COVID-19 pandemic and its effects on the Company’s business and that of the Company’s customers, changes in market interest rates, deposit flows, demand for loans, real estate values and competition, competitive products and pricing, the ability of our customers to make scheduled loan payments, loan delinquency rates and trends, our ability to manage the risks involved in our business, our ability to control costs and expenses, inflation, market and monetary fluctuations, changes in federal and state legislation and regulation applicable to our business, actions by our competitors, and other factors that may be disclosed in the Company’s periodic reports as filed with the Securities and Exchange Commission. These risks and uncertainties should be considered in evaluating forward-looking statements and undue reliance should not be placed on such statements. The Company assumes no obligation to update any forward-looking statements except as may be required by applicable law or regulation.

Given the numerous unknowns and risks that are heavily weighted to the downside as a result of the COVID-19 pandemic, our forward-looking statements are subject to the risk that conditions will be substantially different than we are currently expecting. If efforts to contain COVID-19 are unsuccessful and shelter-in-place orders last longer than expected, the recession would be much longer and much more severe and damaging. Ineffective fiscal stimulus, or an extended delay in implementing it, are also major risks. The deeper the recession and the longer it lasts, the more it will damage consumer fundamentals and sentiment. This could both prolong the recession and make any recovery weaker. Similarly, the recession could damage business fundamentals. As a result, the outbreak and its consequences, including responsive measures to manage it, have had and are likely to continue to have an adverse effect, possibly materially, on our business and financial performance by adversely affecting, possibly materially, the demand and profitability of our products and services, the valuation of assets and our ability to meet the needs of our customers.

CB FINANCIAL SERVICES, INC. SELECTED CONSOLIDATED FINANCIAL INFORMATION
(Dollars in thousands, except share and per share data) (Unaudited)

Selected Financial Condition Data	3/31/21		12/31/20		9/30/20		6/30/20		3/31/20
Total Assets	$	1,476,821	$	1,416,720	$	1,392,876	$	1,407,152	$	1,313,173
Cash and Due From Banks	230,000		160,911		112,169		131,403		78,099
Securities	142,156		145,400		158,956		148,648		171,411
Loans
Real Estate:
Residential	339,596		344,142		343,955		344,782		346,864
Commercial	370,118		373,555		353,904		350,506		354,374
Construction	77,714		72,600		69,178		58,295		50,017
Commercial and Industrial	128,931		126,813		144,315		149,085		80,721
Consumer	111,650		113,854		117,364		117,145		121,494
Other	13,688		13,789		22,169		22,346		21,180
Total Loans	1,041,697		1,044,753		1,050,885		1,042,159		974,650
Allowance for Loan Losses	(12,725)		(12,771)		(13,780)		(12,648)		(12,322)
Loans, Net	1,028,972		1,031,982		1,037,105		1,029,511		962,328
Premises and Equipment, Net	20,240		20,302		20,439		21,818		22,037
Goodwill	9,732		9,732		9,732		28,425		28,425
Intangible Assets, Net	7,867		8,399		8,931		9,463		9,995

Deposits
Non-Interest Bearing Demand Deposits	377,137		340,569		335,287		341,180		267,369
Interest Bearing Demand Accounts	280,929		259,870		245,850		237,343		229,601
Money Market Accounts	198,975		199,029		188,958		184,726		177,597
Savings Accounts	246,725		235,088		232,691		229,388		220,484
Time Deposits	180,697		190,013		196,250		201,303		211,589
Total Deposits	1,284,463		1,224,569		1,199,036		1,193,940		1,106,640

Short-Term Borrowings	45,352		41,055		42,061		42,349		34,967
Other Borrowings	6,000		8,000		11,000		11,000		11,000

Stockholders’ Equity	133,776		134,530		133,299		152,392		151,525

	Three Months Ended
Selected Operating Data	3/31/21		12/31/20		9/30/20		6/30/20		3/31/20
Interest and Dividend Income
Loans, Including Fees	$	10,146	$	10,833	$	10,709	$	10,577	$	10,764
Securities:
Taxable	646		725		753		940		1,201
Tax-Exempt	78		78		79		106		106
Dividends	20		20		19		20		20
Other Interest and Dividend Income	98		99		96		84		238
Total Interest and Dividend Income	10,988		11,755		11,656		11,727		12,329
Interest Expense
Deposits	947		1,036		1,150		1,305		1,681
Short-Term Borrowings	23		25		28		39		45
Other Borrowings	41		60		62		62		70
Total Interest Expense	1,011		1,121		1,240		1,406		1,796
Net Interest and Dividend Income	9,977		10,634		10,416		10,321		10,533
Provision for Loan Losses	—		—		1,200		300		2,500
Net Interest and Dividend Income After Provision for Loan Losses	9,977		10,634		9,216		10,021		8,033
Noninterest Income:
Service Fees	546		560		554		487		605
Insurance Commissions	1,595		1,403		1,079		1,113		1,283
Other Commissions	165		105		76		188		110
Net Gain on Sales of Loans	86		388		435		441		127
Net Gain (Loss) on Securities	447		213		(59)		517		(438)
Net Gain on Purchased Tax Credits	18		16		15		16		15
Net (Loss) Gain on Disposal of Fixed Assets	—		(13)		(65)		—		17
Income from Bank-Owned Life Insurance	137		140		140		138		139
Other Income (Loss)	180		(34)		(2)		(252)		14
Total Noninterest Income	3,174		2,778		2,173		2,648		1,872
Noninterest Expense:
Salaries and Employee Benefits	4,894		5,126		5,124		4,828		4,731
Occupancy	710		606		759		699		733
Equipment	266		234		220		224		257
Data Processing	518		476		482		460		425
FDIC Assessment	250		344		172		163		158
PA Shares Tax	265		350		355		333		275
Contracted Services	687		577		531		562		378
Legal and Professional Fees	189		185		161		171		235
Advertising	140		178		148		155		183
Other Real Estate Owned (Income)	(38)		(39)		(12)		(1)		(17)
Amortization of Intangible Assets	532		532		532		532		532
Goodwill Impairment	—		—		18,693		—		—
Writedown of Fixed Assets	—		240		884		—		—
Other	982		916		919		945		1,113
Total Noninterest Expense	9,395		9,725		28,968		9,071		9,003
Income (Loss) Before Income Tax Expense (Benefit)	3,756		3,687		(17,579)		3,598		902
Income Tax Expense (Benefit)	911		608		(184)		695		129
Net Income (Loss)	$	2,845	$	3,079	$	(17,395)	$	2,903	$	773

	Three Months Ended
Per Common Share Data	3/31/21		12/31/20		9/30/20		6/30/20		3/31/20
Dividends Per Common Share	$	0.24	$	0.24	$	0.24	$	0.24	$	0.24
Earnings (Loss) Per Common Share – Basic	0.52		0.57		(3.22)		0.54		0.14
Earnings (Loss) Per Common Share – Diluted	0.52		0.57		(3.22)		0.54		0.14
Adjusted Earnings Per Common Share – Diluted (Non-GAAP) ⁽¹⁾	0.52		0.61		0.34		0.54		0.14

Weighted Average Common Shares Outstanding – Basic	5,434,374		5,404,874		5,395,342		5,393,712		5,431,199
Weighted Average Common Shares Outstanding – Diluted	5,436,881		5,406,068		5,395,342		5,393,770		5,456,867

	3/31/21			12/31/20			9/30/20			6/30/20			3/31/20
Common Shares Outstanding	5,434,374			5,434,374			5,398,712			5,393,712			5,393,712
Book Value Per Common Share	$	24.62		$	24.76		$	24.69		$	28.25		$	28.09
Tangible Book Value per Common Share (Non-GAAP) ⁽¹⁾	21.38			21.42			21.23			21.23			20.97
Stockholders’ Equity to Assets	9.1		%	9.5		%	9.6		%	10.8		%	11.5		%
Tangible Common Equity to Tangible Assets (Non-GAAP) ⁽¹⁾	8.0			8.3			8.3			8.4			8.9

	Three Months Ended
Selected Financial Ratios ⁽²⁾	3/31/21		12/31/20		9/30/20		6/30/20		3/31/20
Return on Average Assets	0.81	%	0.87	%	(4.90)	%	0.85	%	0.24	%
Adjusted Return on Average Assets (Non-GAAP) ⁽¹⁾	0.81		0.92		0.52		0.85		0.24
Return on Average Equity	8.54		9.13		(45.13)		7.65		2.04
Adjusted Return on Average Equity (Non-GAAP) ⁽¹⁾	8.54		9.72		4.78		7.65		2.04
Average Interest-Earning Assets to Average Interest-Bearing Liabilities	142.98		141.58		141.98		140.72		135.06
Average Equity to Average Assets	9.48		9.49		10.85		11.08		11.67
Net Interest Rate Spread	2.91		3.07		3.03		3.10		3.34
Net Interest Rate Spread (FTE) (Non-GAAP) ⁽¹⁾	2.92		3.08		3.05		3.12		3.35
Net Interest Margin	3.04		3.21		3.19		3.28		3.55
Net Interest Margin (FTE) (Non-GAAP) ⁽¹⁾	3.05		3.22		3.21		3.30		3.57
Net Charge-offs (Recoveries) to Average Loans	0.02		0.39		0.03		(0.01)		0.02
Efficiency Ratio	71.44		72.51		230.11		69.94		72.58
Adjusted Efficiency Ratio (Non-GAAP) ⁽¹⁾	70.06		68.06		69.78		68.58		66.18

Asset Quality Ratios	3/31/21		12/31/20		9/30/20		6/30/20		3/31/20
Allowance for Loan Losses to Total Loans ⁽³⁾	1.22	%	1.22	%	1.31	%	1.21	%	1.26	%
Allowance for Loan Losses to Total Loans, Excluding PPP Loans (Non-GAAP) ^{(1) (3)}	1.30		1.29		1.41		1.30		1.26
Allowance for Loan Losses to Nonperforming Loans ^{(3) (4)}	89.29		88.15		91.84		226.59		235.51
Allowance for Loan Losses to Noncurrent Loans ^{(3) (5)}	118.08		117.20		114.01		390.73		406.80
Delinquent and Nonaccrual Loans to Total Loans ^{(5) (6)}	1.18		1.50		1.23		0.39		0.89
Nonperforming Loans to Total Loans ⁽⁴⁾	1.37		1.39		1.43		0.54		0.54
Noncurrent Loans to Total Loans ⁽⁵⁾	1.03		1.04		1.15		0.31		0.31
Nonperforming Assets to Total Assets ⁽⁷⁾	0.98		1.04		1.09		0.41		0.42

Capital Ratios ⁽⁸⁾	3/31/21		12/31/20		9/30/20		6/30/20		3/31/20
Common Equity Tier 1 Capital (to Risk Weighted Assets)	11.85	%	11.79	%	11.62	%	11.90	%	11.60	%
Tier 1 Capital (to Risk Weighted Assets)	11.85		11.79		11.62		11.90		11.60
Total Capital (to Risk Weighted Assets)	13.10		13.04		12.88		13.16		12.85
Tier 1 Leverage (to Adjusted Total Assets)	7.87		7.81		7.63		7.90		8.23

(1) Refer to Explanation of Use of Non-GAAP Financial Measures in this Press Release for the calculation of the measure and reconciliation to the most comparable GAAP measure.

(2) Interim period ratios are calculated on an annualized basis.

(3) Loans acquired in connection with the mergers with FedFirst Financial Corporation and First West Virginia Bancorp were recorded at their estimated fair value at the acquisition date and did not include a carryover of the pre-merger allowance for loan losses.

(4) Nonperforming loans consist of nonaccrual loans, accruing loans that are 90 days or more past due, and troubled debt restructured loans.

(5) Noncurrent loans consist of nonaccrual loans and accruing loans that are 90 days or more past due.

(6) Delinquent loans consist of accruing loans that are 30 days or more past due.

(7) Nonperforming assets consist of nonperforming loans and other real estate owned.

(8) Capital ratios are for Community Bank only.

Certain items previously reported may have been reclassified to conform with the current reporting period’s format.

AVERAGE BALANCES AND YIELDS

	Three Months Ended
	March 31, 2021						December 31, 2020						September 30, 2020						June 30, 2020						March 31, 2020
	Average Balance		Interest and Dividends		Yield / Cost⁽⁴⁾		Average Balance		Interest and Dividends		Yield / Cost⁽⁴⁾		Average Balance		Interest and Dividends		Yield / Cost⁽⁴⁾		Average Balance		Interest and Dividends		Yield / Cost⁽⁴⁾		Average Balance		Interest and Dividends		Yield / Cost⁽⁴⁾
(Dollars in thousands) (Unaudited)
Assets:
Interest-Earning Assets:
Loans, Net	$	1,031,853	$	10,168	4.00	%	$	1,032,942	$	10,860	4.18	%	$	1,035,426	$	10,744	4.13	%	$	1,014,000	$	10,612	4.21	%	$	950,661	$	10,796	4.57	%
Debt Securities
Taxable	122,883		646		2.10		133,026		725		2.18		123,332		753		2.44		137,268		940		2.74		158,655		1,201		3.03
Exempt From Federal Tax	12,943		96		2.97		13,006		96		2.95		13,054		97		2.97		14,106		130		3.69		16,837		127		3.02
Equity Securities	2,632		20		3.04		2,612		20		3.06		2,580		19		2.95		2,579		20		3.10		2,568		20		3.12
Other Interest-Earning Assets	161,871		98		0.25		137,000		99		0.29		123,171		96		0.31		97,033		84		0.35		64,608		238		1.48
Total Interest-Earning Assets	1,332,182		11,028		3.36		1,318,586		11,800		3.56		1,297,563		11,709		3.59		1,264,986		11,786		3.75		1,193,329		12,382		4.17
Noninterest-Earning Assets	92,550						94,262						115,567						113,176						114,056
Total Assets	$	1,424,732					$	1,412,848					$	1,413,130					$	1,378,162					$	1,307,385
Liabilities and Stockholders’ Equity
Interest-Bearing Liabilities:
Interest-Bearing Demand Deposits	$	259,065	77		0.12	%	$	252,521	83		0.13	%	$	245,977	99		0.16		$	236,312	141		0.24		$	226,482	267		0.47	%
Savings	239,850		32		0.05		232,647		32		0.05		230,567		32		0.06		227,470		35		0.06		218,328		90		0.17
Money Market	197,395		98		0.20		198,983		131		0.26		185,644		140		0.30		182,656		187		0.41		180,982		249		0.55
Time Deposits	187,114		740		1.60		193,194		790		1.63		198,184		879		1.76		205,847		942		1.84		215,449		1,075		2.01
Total Interest-Bearing Deposits	883,424		947		0.43		877,345		1,036		0.47		860,372		1,150		0.53		852,285		1,305		0.62		841,241		1,681		0.80
Short-Term Borrowings
Securities Sold Under Agreements to Repurchase	41,094		23		0.23		43,468		25		0.23		42,512		28		0.26		35,642		39		0.44		29,541		45		0.61
Other Borrowings	7,200		41		2.31		10,543		60		2.26		11,000		62		2.24		11,000		62		2.27		12,780		70		2.20
Total Interest-Bearing Liabilities	931,718		1,011		0.44		931,356		1,121		0.48		913,884		1,240		0.54		898,927		1,406		0.63		883,562		1,796		0.82
Noninterest-Bearing Demand Deposits	349,108						338,223						337,441						317,738						261,504
Other Liabilities	8,869						9,176						8,477						8,815						9,797
Total Liabilities	1,289,695						1,278,755						1,259,802						1,225,480						1,154,863
Stockholders’ Equity	135,037						134,093						153,328						152,682						152,522
Total Liabilities and Stockholders’ Equity	$	1,424,732					$	1,412,848					$	1,413,130					$	1,378,162					$	1,307,385
Net Interest Income (FTE)
(Non-GAAP) ⁽⁵⁾			10,017						10,679						10,469						10,380						10,586
Net Interest-Earning Assets ⁽¹⁾	400,464						387,230						383,679						366,059						309,767
Net Interest Rate Spread (FTE)
(Non-GAAP) ^{(2) (5)}					2.92	%					3.08	%					3.05						3.12						3.35	%
Net Interest Margin (FTE)
(Non-GAAP)⁽³⁾⁽⁵⁾					3.05						3.22						3.21						3.30						3.57

(1) Net interest-earning assets represent total interest-earning assets less total interest-bearing liabilities.

(2) Net interest rate spread represents the difference between the weighted average yield on interest-earning assets and the weighted average cost of interest-bearing liabilities.

(3) Net interest margin represents net interest income divided by average total interest-earning assets.

(4) Annualized.

(5) Refer to Explanation and Use of Non-GAAP Financial Measures in this Press Release for the calculation of the measure and reconciliation to the most comparable GAAP measure.

Explanation of Use of Non-GAAP Financial Measures

In addition to financial measures presented in accordance with generally accepted accounting principles (“GAAP”), we use, and this Press Release contains or references, certain non-GAAP financial measures. We believe these non-GAAP financial measures provide useful information in understanding our underlying results of operations or financial position and our business and performance trends as they facilitate comparisons with the performance of other companies in the financial services industry. Although we believe that these non-GAAP financial measures enhance the understanding of our business and performance, they should not be considered an alternative to GAAP or considered to be more important than financial results determined in accordance with GAAP, nor are they necessarily comparable with non-GAAP measures which may be presented by other companies. Where non-GAAP financial measures are used, the comparable GAAP financial measure, as well as the reconciliation to the comparable GAAP financial measure, can be found herein.

Non-GAAP adjusted items impacting the Company’s financial performance are identified to assist investors in analyzing the Company’s operating results on the same basis as that applied by management. Non-GAAP adjusted items reflect non-cash charges related to goodwill impairment and a writedown on fixed assets from the Monessen branch closure.

	Three Months Ended
	3/31/21			12/31/20			9/30/20			6/30/20			3/31/20
(Dollars in thousands, except share and per share data) (Unaudited)

Net Income (Loss) (GAAP)	$	2,845		$	3,079		$	(17,395)		$	2,903		$	773

Non-Cash Charges:
Goodwill Impairment	—			—			18,693			—			—
Writedown on Fixed Assets	—			240			884			—			—
Tax Effect	—			(42)			(338)			—			—
Adjusted Net Income (Non-GAAP)	$	2,845		$	3,277		$	1,844		$	2,903		$	773

Weighted-Average Diluted Common Shares and Common Stock Equivalents Outstanding	5,436,881			5,406,068			5,395,342			5,393,770			5,456,867

Earnings (Loss) per Common Share – Diluted (GAAP)	$	0.52		$	0.57		$	(3.22)		$	0.54		$	0.14
Goodwill Impairment	—			—			3.46			—			—
Writedown on Fixed Assets	—			0.04			0.16			—			—
Tax Effect	—			(0.01)			(0.06)			—			—
Adjusted Earnings per Common Share – Diluted (Non-GAAP)	$	0.52		$	0.61		$	0.34		$	0.54		$	0.14

Net Income (Loss) (GAAP) (Numerator)	$	2,845		$	3,079		$	(17,395)		$	2,903		$	773

Annualization Factor	4.06			3.98			3.98			4.02			4.02

Average Assets (Denominator)	1,424,732			1,412,848			1,413,130			1,378,162			1,307,385

Return on Average Assets (GAAP)	0.81		%	0.87		%	(4.90)		%	0.85		%	0.24		%

Adjusted Net Income (Non-GAAP) (Numerator)	$	2,845		$	3,277		$	1,844		$	2,903		$	773

Annualization Factor	4.06			3.98			3.98			4.02			4.02

Average Assets (Denominator)	1,424,732			1,412,848			1,413,130			1,378,162			1,307,385

Adjusted Return on Average Assets (Non-GAAP)	0.81		%	0.92		%	0.52		%	0.85		%	0.24		%

	Three Months Ended
	3/31/21			12/31/20			9/30/20			6/30/20			3/31/20
(Dollars in thousands) (Unaudited)

Net Income (Loss) (GAAP) (Numerator)	$	2,845		$	3,079		$	(17,395)		$	2,903		$	773

Annualization Factor	4.06			3.98			3.98			4.02			4.02

Average Equity (Denominator)	135,037			134,093			153,328			152,682			152,522

Return on Average Equity (GAAP)	8.54		%	9.13		%	(45.13)		%	7.65		%	2.04		%

Adjusted Net Income (Loss) (GAAP) (Numerator)	$	2,845		$	3,079		$	(17,395)		$	2,903		$	773

Annualization Factor	4.06			3.98			3.98			4.02			4.02

Average Equity (Denominator)	135,037			134,093			153,328			152,682			152,522

Adjusted Return on Average Equity (Non-GAAP)	8.54		%	9.72		%	4.78		%	7.65		%	2.04		%

Tangible book value per common share is a non-GAAP measure and is calculated based on tangible common equity divided by period-end common shares outstanding. Tangible common equity to tangible assets is a non-GAAP measure and is calculated based on tangible common equity divided by tangible assets. We believe these non-GAAP measures serve as useful tools to help evaluate the strength and discipline of the Company’s capital management strategies and as an additional, conservative measure of the Company’s total value.

	3/31/21			12/31/20			9/30/20			6/30/20			3/31/20
(Dollars in thousands, except share and per share data) (Unaudited)

Assets (GAAP)	$	1,476,821		$	1,416,720		$	1,392,876		$	1,407,152		$	1,313,173
Goodwill and Other Intangible Assets, Net	(17,599)			(18,131)			(18,663)			(37,888)			(38,420)
Tangible Assets (Non-GAAP) (Numerator)	$	1,459,222		$	1,398,589		$	1,374,213		$	1,369,264		$	1,274,753

Stockholders’ Equity (GAAP)	$	133,776		$	134,530		$	133,299		$	152,392		$	151,525
Goodwill and Other Intangible Assets, Net	(17,599)			(18,131)			(18,663)			(37,888)			(38,420)
Tangible Common Equity or Tangible Book Value (Non-GAAP) (Denominator)	$	116,177		$	116,399		$	114,636		$	114,504		$	113,105

Stockholders’ Equity to Assets (GAAP)	9.1		%	9.5		%	9.6		%	10.8		%	11.5		%
Tangible Common Equity to Tangible Assets (Non-GAAP)	8.0		%	8.3		%	8.3		%	8.4		%	8.9		%

Common Shares Outstanding (Denominator)	5,434,374			5,434,374			5,398,712			5,393,712			5,393,712

Book Value per Common Share (GAAP)	$	24.62		$	24.76		$	24.69		$	28.25		$	28.09
Tangible Book Value per Common Share (Non-GAAP)	$	21.38		$	21.42		$	21.23		$	21.23		$	20.97

Interest income on interest-earning assets, net interest rate spread and net interest margin are presented on a fully tax-equivalent (“FTE”) basis. The FTE basis adjusts for the tax benefit of income on certain tax-exempt loans and securities using the federal statutory income tax rate of 21 percent. We believe the presentation of net interest income on a FTE basis ensures comparability of net interest income arising from both taxable and tax-exempt sources and is consistent with industry practice. The following table reconciles net interest income, net interest spread and net interest margin on a FTE basis for the periods indicated:

	Three Months Ended
	3/31/21			12/31/20			9/30/20			6/30/20			3/31/20
(Dollars in thousands) (Unaudited)

Interest Income per Consolidated Statement of Operations (GAAP)	$	10,988		$	11,755		$	11,656		$	11,727		$	12,329
Adjustment to FTE Basis	40			45			53			59			53
Interest Income (FTE) (Non-GAAP)	11,028			11,800			11,709			11,786			12,382
Interest Expense per Consolidated Statement of Operations (GAAP)	1,011			1,121			1,240			1,406			1,796
Net Interest Income (FTE) (Non-GAAP)	$	10,017		$	10,679		$	10,469		$	10,380		$	10,586

Net Interest Rate Spread (GAAP)	2.91		%	3.07		%	3.03		%	3.10		%	3.34		%
Adjustment to FTE Basis	0.01			0.01			0.02			0.02			0.01
Net Interest Rate Spread (FTE) (Non-GAAP)	2.92			3.08			3.05			3.12			3.35

Net Interest Margin (GAAP)	3.04		%	3.21		%	3.19		%	3.28		%	3.55		%
Adjustment to FTE Basis	0.01			0.01			0.02			0.02			0.02
Net Interest Margin (FTE) (Non-GAAP)	3.05			3.22			3.21			3.30			3.57

Adjusted efficiency ratio excludes the effect of certain non-recurring or non-cash items and represents adjusted noninterest expense divided by adjusted operating revenue. The Company evaluates its operational efficiency based on its adjusted efficiency ratio and believes it provides additional perspective on its ongoing performance as well as peer comparability.

	Three Months Ended
	3/31/21			12/31/20			9/30/20			6/30/20			3/31/20
(Dollars in thousands) (Unaudited)

Noninterest expense (GAAP)	$	9,395		$	9,725		$	28,968		$	9,071		$	9,003

Net Interest and Dividend Income (GAAP)	9,977			10,634			10,416			10,321			10,533

Noninterest Income (GAAP)	3,174			2,778			2,173			2,648			1,872
Operating Revenue (GAAP)	13,151			13,412			12,589			12,969			12,405
Efficiency Ratio (GAAP)	71.44		%	72.51		%	230.11		%	69.94		%	72.58		%

Noninterest expense (GAAP)	$	9,395		$	9,725		$	28,968		$	9,071		$	9,003
Less:
Other Real Estate Owned (Income)	(38)			(39)			(12)			(1)			(17)
Amortization of Intangible Assets	532			532			532			532			532
Goodwill Impairment	—			—			18,693			—			—
Writedown on Fixed Assets	—			240			884			—			—
Adjusted Noninterest Expense (Non-GAAP)	$	8,901		$	8,992		$	8,871		$	8,540		$	8,488

Net Interest and Dividend Income (GAAP)	9,977			10,634			10,416			10,321			10,533
Noninterest Income (GAAP)	3,174			2,778			2,173			2,648			1,872
Less:
Net Gain (Loss) on Securities	447			213			(59)			517			(438)
Net (Loss) Gain on Disposal of Fixed Assets	—			(13)			(65)			—			17
Adjusted Noninterest Income (Non-GAAP)	2,727			2,578			2,297			2,131			2,293
Adjusted Operating Revenue (Non-GAAP)	12,704			13,212			12,713			12,452			12,826
Adjusted Efficiency Ratio (Non-GAAP)	70.06		%	68.06		%	69.78		%	68.58		%	66.18		%

Allowance for loan losses to total loans, excluding PPP loans, is a non-GAAP measure that serves as a useful measurement to evaluate the allowance for loan losses without the impact of SBA guaranteed loans.

	3/31/21			12/31/20			9/30/20			6/30/20			3/31/20
(Dollars in thousands) (Unaudited)

Allowance for Loan Losses	$	12,725		$	12,771		$	13,780		$	12,648		$	12,322

Total Loans	1,041,697			$	1,044,753		1,050,885			$	1,042,159		$	974,650
PPP Loans	(60,380)			(55,096)			(71,028)			(70,028)			—
Total Loans, Excluding PPP Loans (Non-GAAP)	$	981,317		$	989,657		$	979,857		$	972,131		$	974,650

Allowance for Loan Losses to Total Loans, Excluding
PPP Loans (Non-GAAP)	1.30		%	1.29		%	1.41		%	1.30		%	1.26		%

View source version on businesswire.com: https://www.businesswire.com/news/home/20210504005732/en/

Company Contact:

John H. Montgomery

President and Chief Executive Officer

Phone: (724) 225-2400

Investor Relations:

Adam Prior, Senior Vice President

The Equity Group Inc.

Phone: (212) 836-9606

Email: [email protected]

KEYWORDS: United States North America Pennsylvania

INDUSTRY KEYWORDS: Banking Professional Services Finance

MEDIA:

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May 4, 2021 8:34 am

LiveArea Teams With 3D Product Visualization & AR Leader Threekit

“Threekit is a great solution to help many clients drive ROI within their digital businesses.”

NEW YORK, May 04, 2021 (GLOBE NEWSWIRE) — LiveArea, a global customer experience and commerce agency, and a business unit of PFSweb, Inc. (NASDAQ: PFSW), announced it has formed a strategic partnership with Threekit, adding 3D product visuals and augmented reality (AR) for commerce to the agency’s customer experience portfolio.

Based on API technology, Threekit’s pioneering solutions enable companies to create shoppable, interactive 3D, photorealistic images, and augmented reality without photography. When shopping online, B2B and B2C buyers can see and interact with customized products they design and configure online in real-time.

Threekit highlights:

Visually configure complex products and solutions at scale.
See millions of potential product configurations in AR.
Navigate, spin, and inspect products online from every angle.
Boost shopper confidence and reduce product returns by enabling consumers to see photorealistic product images.
Create photorealistic images at scale for a fraction of the time and cost of traditional photography.

The solution is ideal for B2B and B2C enterprises that sell customizable goods such as apparel, consumer products, furniture, jewelry and watches, building materials, auto parts, technology and electronics, and more.

“We are excited about our status as a premier partner and the opportunity to integrate Threekit into the solutions we deliver with our strategic commerce platform partners, like Salesforce, SAP, Big Commerce, Magneto, and Commercetools,” said Peter Giersch, Senior Vice President of Global Alliances at LiveArea.“Threekit is a great solution to help clients drive ROI within their digital businesses.”

Visual effects innovation

Founded by a Hollywood visual effects software innovator, Threekit is an industry-leading, end-to-end visualization solution that gives brands the ability to create immersive product experiences.

“For a company like LiveArea that’s raising the bar on customer experience and innovation, this technology is exciting. Threekit will help our clients bring their products to life online and can deliver more sales, greater satisfaction, and fewer returns,” said LiveArea Senior Vice President of Global Customer Experience and Innovation Barry Fiske.

“We are excited about our partnership with LiveArea,” said Marc Uible, Vice President of Marketing and Alliances. “It’s a great fit for both our brands and, more importantly, for clients we can serve jointly. When customers can engage products in 3D, augmented reality, and virtual photography, they are more confident and brand loyal — we’re thrilled to bring about a new standard in customer experience.”

About LiveArea

LiveArea is an award-winning global customer experience and commerce agency. We bring the full potential of digital business to life, helping brands create meaningful and lasting customer connections. Fusing creativity, strategy, and technology, our services include NXT Intelligence^TM, product innovation, connected commerce, service design, performance marketing, and orchestrated services. We bring together world-class commerce technology, building and launching innovative products and services powered by data-driven insights to elevate customer relationships – online and in-store. We deliver B2B, B2C, and D2C solutions to clients in health and beauty, fashion and apparel, luxury, consumer packaged goods, retail stores, healthcare, and automotive. For more information, visit www.LiveAreaCX.com

About PFSweb, Inc.

PFSweb (NASDAQ: PFSW) is a global commerce services company that manages the online customer shopping experience on behalf of major branded manufacturers and retailers. Across two business units – LiveArea for data-driven marketing and omnichannel experience design through technology selection, platform implementation and orchestrated services, and PFS for order fulfillment, contact center, payment processing/fraud management, and order management services – they provide solutions to a broad range of Fortune 500® companies and household brand names such as Procter & Gamble, L’Oréal USA, Champion, Pandora, Ralph Lauren, Shiseido Americas, the United States Mint, and many more. PFSweb enables these brands to provide a more convenient and brand-centric online shopping experience through both traditional and online business channels. The company is headquartered in Allen, TX with additional locations around the globe. For more information, visit www.pfsweb.com.

About Threekit

Threekit lets brands create amazing product visuals at a massive scale with interactive 3D, Virtual Photography, and Augmented Reality. Threekit works by marrying your product catalog with 3D artistry and technology. Discerning brands like TaylorMade, HP, Duluth Trading, and Ciroc use Threekit because it drives an increase in conversion, a reduction in photography costs, and a reduction in returns. Learn more at threekit.com.

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

May 4, 2021 8:34 am

Waitr to Host First Quarter 2021 Earnings Conference Call on May 6, 2021

Waitr to Host First Quarter 2021 Earnings Conference Call on May 6, 2021

LAFAYETTE, La.–(BUSINESS WIRE)–
Waitr Holdings Inc. (Nasdaq: WTRH) (“Waitr”), a leader in on-demand food ordering and delivery, today announced that it intends to release its first quarter 2021 financial results following the close of the stock market on Thursday, May 6, 2021 and host a conference call at 5:00pm ET that same day.

The conference call will be webcast live from the Company’s investor relations website at http://investors.waitrapp.com/. The call can also be accessed live over the phone by dialing (866) 269-4266, or for international callers (323) 347-3278. A replay will be available one hour after the call and can be accessed by dialing (844) 512-2921 or (412) 317-6671 for international callers; the conference ID is 8040390. The replay will be available until Thursday, May 13, 2021.

About Waitr Holdings Inc.

Founded in 2013 and based in Lafayette, Louisiana, Waitr operates an online ordering technology platform, providing delivery, carryout and dine-in options. Waitr, along with Bite Squad, connect local restaurants and grocery stores to diners in underserved U.S. markets. Together, they are a convenient way to discover, order and receive great food and other products from local restaurants, national chains and grocery stores. As of December 31, 2020, Waitr and Bite Squad operated in small and medium sized markets in the United States in over 700 cities.

View source version on businesswire.com: https://www.businesswire.com/news/home/20210504005522/en/

Investors

[email protected]

KEYWORDS: United States North America Louisiana

INDUSTRY KEYWORDS: Software Other Retail Internet Technology Food/Beverage Online Retail Retail Other Technology

MEDIA:

May 4, 2021 8:34 am

Arbor Realty Trust, Inc. Announces Issuance of $175 Million of Senior Unsecured Notes due 2026

UNIONDALE, N.Y., May 04, 2021 (GLOBE NEWSWIRE) — Arbor Realty Trust, Inc. (the “Company”) (NYSE:ABR) announced today that it has issued $175 million aggregate principal amount of 5.00% senior unsecured notes due April 30, 2026 in a private placement (the “Notes”).

The Company intends to use the net proceeds from the offering to make investments relating to its business and for general corporate purposes.

Piper Sandler & Co. acted as placement agent for this offering.

The Notes have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), and are being offered and sold in reliance on an exemption from registration provided by Section 4(a)(2) of the Securities Act. Unless so registered, the Notes may not be offered or sold in the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and applicable state securities laws.

This press release is neither an offer to sell nor a solicitation of an offer to buy the Notes or any other securities and shall not constitute an offer to sell or a solicitation of an offer to buy, or a sale of, the Notes or any other securities in any jurisdiction in which such offer, solicitation or sale is unlawful.

About Arbor Realty Trust, Inc.

Arbor Realty Trust, Inc. (NYSE:ABR) is a nationwide real estate investment trust and direct lender, providing loan origination and servicing for multifamily, seniors housing, healthcare and other diverse commercial real estate assets. Headquartered in New York, Arbor manages a multibillion-dollar servicing portfolio, specializing in government-sponsored enterprise products. Arbor is a Fannie Mae DUS® lender and Freddie Mac Optigo Seller/Servicer. Arbor’s product platform also includes CMBS, bridge, mezzanine and preferred equity lending.

Safe Harbor Statement

Certain items in this press release may constitute forward-looking statements within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995, including, but not limited to, statements relating to the anticipated use of the net proceeds from the offering. These statements are based on management’s current expectations and beliefs and are subject to a number of trends and uncertainties that could cause actual results to differ materially from those described in the forward-looking statements. The Company can give no assurance that its expectations will be attained. Factors that could cause actual results to differ materially from the Company’s expectations include, but are not limited to, changes in economic conditions generally, and the real estate markets specifically, in particular, due to the uncertainties created by the COVID-19 pandemic, continued ability to source new investments, changes in interest rates and/or credit spreads, and other risks detailed in the Company’s Annual Report on Form 10-K for the year ended December 31, 2020 and its other reports filed with the SEC. Such forward-looking statements speak only as of the date of this press release. The Company expressly disclaims any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements contained herein to reflect any change in the Company’s expectations with regard thereto or change in events, conditions, or circumstances on which any such statement is based.

Contact:
Arbor Realty Trust, Inc.
Paul Elenio, Chief Financial Officer
516-506-4422
[email protected]

Investors:
The Ruth Group
Daniel Kontoh-Boateng/James Salierno
646-536-7019/7028
[email protected]
[email protected]

May 4, 2021 8:34 am

UGI and Global Common Energy Partner to Develop Renewable Natural Gas

UGI and Global Common Energy Partner to Develop Renewable Natural Gas

WYOMISSING, Pa.–(BUSINESS WIRE)–
Cayuga RNG Holdings, LLC (“Cayuga RNG”) announced today that it has entered into definitive agreements to develop dairy farm digester projects to produce renewable natural gas (“RNG”) in upstate New York. Cayuga RNG is a joint venture owned by a subsidiary of UGI Energy Services (“UGIES”), a subsidiary of UGI Corporation (NYSE: UGI), and Global Common Energy, LLC (“GCE”).

Cayuga RNG’s first project will be developed at the Spruce Haven Farm (“Spruce Haven”), located in the Finger Lakes region of Cayuga County, New York. The project will incorporate an existing anaerobic digester that generates biogas, which is currently used to produce renewable electricity. The proposed project, which is expected to be completed in the second half of calendar year 2022, will upgrade the biogas to produce an expected 50 million cubic feet of RNG each year from on-site dairy waste feedstock. The RNG supply will be delivered to a local natural gas pipeline serving its regional distribution system. Cayuga RNG is in the process of developing other dairy digesters in Cayuga County and upstate New York. RNG projects reduce waste and long-term greenhouse gas emissions, while also increasing the use of renewable energy. GHI, a wholly owned subsidiary of UGIES, will be the exclusive off-taker and marketer of RNG for Cayuga RNG.

GCE, based in Garden City, New York, designs, develops, owns and operates renewable and fossil-fueled power plants, microgrids, on-site generation projects, and large-scale anaerobic digestion projects that produce RNG and organic based soil amendments. GCE energy projects include a 54 MW peaking power plant, two 12.5 MW biomass power plants, an anaerobic digester/co-generation facility, a 150,000 ton per year wood pellet plant, and ethanol plants, among others. Marathon Capital acted as financial advisor for GCE.

“For nearly 140 years, UGI has focused on providing safe, reliable service to its customers and to the many communities it serves,” said Robert F. Beard, UGI’s Executive Vice President – Natural Gas. “In 2020, UGI announced its acquisition of GHI Energy, LLC, a RNG marketing business based in Houston, Texas. At that time, UGI outlined how that investment would provide a platform for growth in other RNG projects. UGI’s investment in Cayuga RNG reinforces our commitment to the development of RNG and sustainable energy. Additionally, the investment in Cayuga RNG supports the company’s existing greenhouse gas emission reduction strategies that will be highlighted in UGI’s upcoming environmental, social and governance (ESG) report titled “The Foundation of a Renewable Energy Future”,” Beard concluded.

“My partner, Jim (Fitzgerald), and I have been in the environmental, sustainability, electric grid resilience and renewal fuels space for some time,” said Robert J. Foxen, President of GCE. “We look forward to teaming with UGIES to support the dairy industry as it moves to become more environmentally sustainable by reducing fugitive methane emissions from dairy operations, while producing RNG and reducing the demand for fossil fuels. In addition to the environmental benefits, these projects also provide the dairies (many family-owned and operated) with financial support by monetizing a former waste stream.” Foxen concluded, “We look forward to growing Cayuga RNG with UGIES’ support.”

“Spruce Haven Farm has worked toward developing RNG for 20 years,” said Doug Young, Managing Member of Spruce Haven Farm. “Bob Foxen has led the journey for us and has done a great job connecting us with UGIES, the ideal partner. Our shared vision of a strong economy based on renewable energy is taking a major step forward.”

About UGI Corporation

UGI Corporation is a distributor and marketer of energy products and services. Through subsidiaries, UGI operates natural gas and electric utilities in Pennsylvania, distributes LPG both domestically (through AmeriGas) and internationally (through UGI International), manages midstream energy assets in Pennsylvania, Ohio, and West Virginia and electric generation assets in Pennsylvania, and engages in energy marketing, including renewable natural gas in the Mid-Atlantic region of the United States, California, and the District of Columbia and internationally in France, Belgium, the Netherlands and the UK.

Comprehensive information about UGI Corporation is available on the Internet at https://www.ugicorp.com.

About GCE

GCE designs, develops, owns and operates various energy projects, including utility scale power plants, renewable fuels projects, microgrids, and on-site generation projects. GCE establishes Strategic Energy Partnerships with our clients to design and implement energy projects that meet their business objectives. GCE has a broad range of experience in all aspects of energy project design, development and financing. GCE has performed innovative feasibility studies and project design; negotiated project agreements needed to enable financing, including complex power purchase agreements (PPAs); engineering, procurement, and construction (EPC) contracts; fuel supply agreements; and secured complex environmental permits in challenging regulatory environments. GCE also has extensive experience developing financial models and securing project financing.

Comprehensive information about GCE is available on the Internet at http://globalcommon.com/

About Spruce Haven Farm

Spruce Haven, a family farm founded in 1987 by Doug and Janet Young, along with Janet’s father, Dave Camp, and currently operates with nearly 2,000 cows and 1,700 heifers. Two of the Young’s sons, Luke and Dustin, are managers and members of Spruce Haven, as well as Jason and Alisha Koch. Jason Koch is dairy operations manager. Spruce Haven is thankful to have highly competent and long-term employees.

Spruce Haven works toward responsible and sustainable farming, acting as a research and development center for the dairy industry. The research at Spruce Haven Farm has contributed to products improving dairy performance globally. Currently launching Cowffee, a whole milk-based beverage high in CLA, Spruce Haven believes naturally produced CLA has the potential to reduce cancer, heart disease, obesity, diabetes, dementia while improving immunity in humans based on results in animal studies. Spruce Haven installed a lower-cost anaerobic digester to reduce climate impact. To address holistic opportunities by utilizing the plant food resulting from digestate, its nutrient boom field distributor was patented to increase crop yields while better utilizing nitrogen and phosphorus and reducing climate impact. Spruce Haven also works to improve the lives of its employees and families both in their neighborhood and in Guatemala.

See their website http://pursuehappiness.farm for details of their goals and progress.

View source version on businesswire.com: https://www.businesswire.com/news/home/20210504005493/en/

Investor Relations

610-337-1000

Tameka Morris, ext. 6297

Arnab Mukherjee, ext. 7498

KEYWORDS: United States North America Pennsylvania New York

INDUSTRY KEYWORDS: Other Energy Utilities Oil/Gas Agriculture Alternative Energy Natural Resources Energy

MEDIA:

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May 4, 2021 8:34 am

Successful Partnership between Intellinetics, Inc. and Software Unlimited, Inc. reaches 100-Customer Milestone

Fueled by
Demand for Cloud Solutions
in Key
K
–
12
Market

COLUMBUS, Ohio, May 04, 2021 (GLOBE NEWSWIRE) — Intellinetics, Inc., (OTCQB: INLX) a cloud-based document solutions provider, is excited to announce that it has achieved a significant milestone by securing the company’s 100th K-12 school district in partnership with Software Unlimited, Inc. (“SUI”), a major software developer and publisher of solutions for the K-12 market. When combined with existing K-12 customers, this brings Intellinetics’ customer count to over 230 school districts.

The partnership established in Q4 2018 seamlessly integrates IntelliCloud^™, Intellinetics’ flagship electronic document management platform, into SUI’s School Accounting System. The SaaS solution, branded as K12Docs , enables its users to add, search and view documents directly within SUI software’s user experience.

“Throughout COVID-19, we remained focused on increasing our paths to market by building strategic partnerships with best-in-class ERP vendors like SUI in our key K-12 market,” said James F. DeSocio, President & CEO of Intellinetics. “In 2020 we saw SaaS revenue increase by 23% over 2019 thanks in part to the 100+ joint K12Docs customers with SUI.”

“The countless student, administrative, and operational documents school districts are tasked with managing can be overwhelming. However, the peer-driven, collaborative culture of the K-12 market has been reflected in our K12Docs Advisory Group meetings, which have focused on sharing best practices to help school districts maximize solution impact and value that makes this partnership a success,” said Corey Atkinson, Director of Sales & Marketing, Software Unlimited, Inc.

Continued DeSocio, “We are incredibly proud of our track record of delivering success for our clients through improvement and transformation of the IntelliCloud platform. Reaching this milestone so quickly is a by-product of service-focused team members at both SUI and Intellinetics and culture that is built on a partnering approach where we learn from each other to provide better tools to enable employees to operate as normal from anywhere, anytime.”

“Not only have we really enjoyed the K12Docs Advisory Group meetings, in my 20 years as a School Business Manager, these have probably been the most beneficial meetings I have attended,” added Brian Bartz, Business Manager of Carbon County School District One.

About
Intellinetics
, Inc.

Intellinetics, Inc., located in Columbus, Ohio, is a cloud-based document services software provider. Its IntelliCloud^™ suite of solutions serve a mission-critical role for organizations in highly regulated, risk and compliance-intensive markets in Healthcare, K-12, Public Safety, Public Sector, Risk Management, Financial Services and beyond. IntelliCloud solutions make content secure, compliant, and process-ready to drive innovation, efficiencies, and growth. Through its Image Technology Group and production scanning department, hundreds of millions of images have been converted from paper to digital, paper to microfilm, and microfiche to microfilm for business and federal, county, and municipal governments. Its operations in Madison Heights, Michigan, also provides its clients with long-term paper and microfilm storage and retrieval options. For additional information, please visit www.intellinetics.com.

About Software Unlimited, Inc.

The mission at Software Unlimited, Inc. is to create, maintain, update, and support comprehensive and affordable fund accounting solutions tailored to meet the state specific reporting requirements for K-12 schools. In-house product developers, full-service training staff, and a knowledgeable customer service team guarantee customers will receive unlimited access to service and support from experienced professionals. Inclusive licensing covers unlimited updates, training, and support to help K-12 administrators focus on what is important. For additional information, please visit www.su-inc.com.

CONTACT:

Joe Spain, CFO
Intellinetics, Inc.
614.921.8170 [email protected]

May 4, 2021 8:34 am

Galecto Reports First Quarter Financial Results and Provides a Corporate Update

BOSTON, May 04, 2021 (GLOBE NEWSWIRE) — Galecto, Inc. (NASDAQ: GLTO), a clinical stage biotechnology company focused on the development of novel treatments for fibrosis and cancer, today announced its operating and financial results for the period ended March 31, 2021 and provided a corporate update.

“The first quarter was one of continued focus on our pipeline, as we look forward to initiating three Phase 2 trials this year and continue building upon our strategy,” said Hans Schambye, CEO of Galecto. “As we evaluate and modify our ongoing GALACTIC-1 Phase 2b trial of GB0139 in IPF, we established additional validation of our platform, specifically the role of galectin-3 and its potential in new cancer indications, in a paper published in a peer-reviewed journal Gastric Cancer. The planned clinical study in non-small cell lung cancer (NSCLC) with our oral galectin-3 inhibitor GB 1211 is very exciting and we are pleased to have a balance sheet supporting development in these meaningful indications.”

Recent Highlights & Developments

Published a paper in Gastric Cancer, a joint official peer-reviewed journal of the International gastric Cancer Association and the Japanese Gastric Cancer Association.
Announced plans to work with both study investigators and appropriate regulatory authorities to modify and continue the GALACTIC-1 Phase 2b trial following the recommendation from a data safety monitoring board, maintaining our opportunity to demonstrate an effect in the treatment of IPF. We continue to believe that GB0139 is well positioned to address a significant unmet need for a safer and more efficacious treatment.
Hosted a well-attended Key Opinion Leader event discussing the current treatment landscape for IPF, the unmet clinical need, and the potential for GB0139. To access a recording of the event please visit the Event page on the Investor tab on Galecto’s website or follow this link: https://ir.galecto.com/news-and-events/events

Expected Upcoming Milestones

COVID data in early Q2 2021
Completion of enrollment in GALACTIC-1 Phase 2b clinical trial in IPF patients in 2H 2021
Initiation of enrollment in three Phase 2 trials:
- MYLOX-1 trial (myelofibrosis) in 1H 2021
- GALLANT-1 trial (NSCLC) in 2H 2021
- GULLIVER-2 trial (liver cirrhosis) in 2H 2021

Three Months Ended March 31, 2021 Financial Highlights

Cash, cash equivalents, and investments as of March 31, 2021 were approximately $149 million. We currently expect that our cash and cash equivalents will be sufficient to fund our operating expenses and capital requirements into 2024.

Research and development expenses were $10.0 million for the three months ended March 31, 2021, compared to $4.7 million for the three months ended March 31, 2020. The increase of $5.3 million was due primarily to increased clinical spending associated with the GALACTIC-1 study.

General and administrative expenses were $3.6 million for the three months ended March 31, 2021, compared to $1.1 million for the three months ended March 31, 2020. The increase of $2.5 million was primarily related to public company costs and non-cash stock-based compensation.

Net loss attributable to common stockholders for the three months ended March 31, 2021 was $13.3 million, or $(0.53) per basic and diluted share, compared with $5.7 million, or $(21.83) per basic and diluted share, for the prior year period.

About Galecto

Galecto is a clinical stage biotechnology company incorporated in the U.S. that is developing small molecule-based galectin inhibitors and the collagen cross-linking enzyme, LOXL2, inhibitors. Galecto has multiple clinical programs in fibrosis and cancer focused on galectin-3 and LOXL2, including an inhaled galectin-3 modulator (GB0139) currently in a phase 2b trial for the potential treatment of idiopathic pulmonary fibrosis. The company’s pipeline also includes an orally active galectin-3 inhibitor (GB1211) that is expected to be part of (i) a phase 2 trial for the potential treatment of NSCLC in combination with an anti-PD1 product and (ii) a phase 1b/2 trial in liver cirrhosis, as well as an orally active LOXL2 inhibitor (GB2064) that is expected to part of a phase 2 trial for the potential treatment of myelofibrosis. It is anticipated that enrollment for all of these trials will be initiated in 2021.

Galecto intends to use its website as a means of disclosing material non-public information. For regular updates about Galecto, visit www.galecto.com.

Forward-Looking Statements

Certain statements in this press release are forward-looking statements that involve a number of risks and uncertainties. Such forward-looking statements include statements about the role of galectin-3 and its potential in new cancer indications; the announcement of COVID data in early Q2 2021; our plans to work with both study investigators and appropriate regulatory authorities to modify and continue the GALACTIC-1 Phase 2b trial following the recommendation from a data safety monitoring board and our ability to complete of enrollment in GALACTIC-1 Phase 2b clinical trial in IPF patients in 2H 2021; our initiation of enrollment in three Phase 2 trials: MYLOX-1 trial (myelofibrosis) in 1H 2021, GALLANT-1 trial (NSCLC) in 2H 2021 and GULLIVER-2 trial (liver cirrhosis) in 2H 2021; and our expectation that our cash and cash equivalents will be sufficient to fund our operating expenses and capital requirements into 2024. Such forward-looking statements include statements about Galecto’s focus, plans for clinical development, product candidates and pipeline. The words “may,” “will,” “could,” “would,” “should,” “expect,” “plan,” “anticipate,” “intend,” “believe,” “estimate,” “predict,” “project,” “potential,” “continue,” “target” and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words. For such statements, Galecto claims the protection of the Private Securities Litigation Reform Act of 1995. Actual events or results may differ materially from Galecto’s expectations. Factors that could cause actual results to differ materially from the forward-looking statements include risks and uncertainties related to the development of Galecto’s product candidates and their therapeutic potential, having adequate funds and their use, and those disclosed in Galecto’s filings with the Securities and Exchange Commission. These forward-looking statements represent Galecto’s judgment as of the time of this release. Galecto disclaims any intent or obligation to update these forward-looking statements, other than as may be required under applicable law.

For more information, contact:

Galecto, Inc.
Hans Schambye, CEO Jon Freve, CFO
+45 70 70 52 10
Investor Relations US	Investor/Media Relations EU
Ashley R. Robinson [email protected]	Mary-Ann Chang [email protected]
+1 617 775 5956	+44 7483 284 853

Financial Tables to Follow

GALECTO, INC.

Condensed Consolidated Balance Sheets

(in thousands)

	March 31,		December 31,
	2021		2020
	(unaudited)
Cash and cash equivalents	$	74,253	$	163,582
Marketable securities		36,081		—
Prepaid expenses and other current assets		6,568		5,713
Marketable securities, long-term		38,576		—
Operating lease right-of-use assets		933		885
Other assets		2,244		1,416
Total assets	$	158,655	$	171,596

Current liabilities	$	5,540	$	5,566
Operating lease liabilities, noncurrent		544		541
Total liabilities		6,084		6,107
Total stockholders’ equity		152,571		165,489
Total liabilities and stockholders’ equity	$	158,655	$	171,596

GALECTO, INC.

Condensed Consolidated Statements of Operations and Comprehensive Loss

(in thousands, except share and per share amounts)

(unaudited)

	Three Months Ended March 31,
		2021			2020
Operating expenses:
Research and development	$	9,990		$	4,707
General and administrative		3,562			1,123
Total operating expenses		13,552			5,830
Loss from operations		(13,552	)		(5,830	)
Total other income (expense), net		207			156
Net loss		(13,345	)		(5,674	)
Net loss per common share, basic and diluted	$	(0.53	)	$	(21.83	)
Weighted-average number of shares used in computing net loss per common share, basic and diluted		25,261,832			259,966
Other comprehensive loss:
Net loss		(13,345	)		(5,674	)
Currency translation loss		(524	)		(210	)
Unrealized loss on marketable securities		(80	)		—
Total comprehensive loss	$	(13,949	)	$	(5,884	)

May 4, 2021 8:34 am

LiveRamp Selects Greater Phoenix for U.S. Office Expansion

LiveRamp Selects Greater Phoenix for U.S. Office Expansion

Brings over 100 full-time tech job opportunities and comprehensive benefits

PHOENIX–(BUSINESS WIRE)–LiveRamp® (NYSE: RAMP), the leading data connectivity platform, today announced plans to open a new office in Greater Phoenix. Recently awarded by Fortune as one of the Best Workplaces in Technology™ 2021, LiveRamp will build a permanent new workplace for highly-skilled, full-time roles. Starting in summer 2021, the tech company will position several executive leaders in the Phoenix Metropolitan area and hire 100 employees.

“Phoenix has long been on our radar as a vibrant area with a wellspring of talent, plus a great place to live and work. A new office here unlocks more employment opportunities and a scalable path to growth in close proximity to our San Francisco headquarters,” said Scott Howe, CEO of LiveRamp. “For the past year, we have focused heavily on strategizing beyond work-from-home to ensure we come out of the pandemic stronger than ever — better connected, more effective and more well-equipped to support our team and customers.”

Initially, LiveRamp plans to hire positions in Customer Support, Customer Success and Business Enablement teams in the Phoenix area, offering highly competitive and comprehensive benefits, and meaningful career growth opportunities. The expansion team is currently scouting locations for a permanent office space, where Greater Phoenix-area employees will join LiveRamp’s global effort to enable organizations to better connect, control, and activate data, transform customer experiences, and generate valuable business outcomes.

“The ‘Valley of the Sun’ has so many of the things we were seeking in a new hub, and we look forward to sourcing diverse talent in this market and growing our team,” said Amit Sharan, Chief Information Officer at LiveRamp and head of the expansion initiative in Arizona. “We are excited to build out a new LiveRamp office, offering employees the space and amenities to collaborate, focus and unlock high levels of performance.”

“The fact that a California-based tech company sees opportunity and value in Greater Phoenix validates our efforts in building a strong and robust ecosystem,” added Chris Camacho, president & CEO of the Greater Phoenix Economic Council. “LiveRamp’s creation of a high number of jobs in an innovative industry provides residents with new career advancement prospects and we look forward to LiveRamp’s continued success as it establishes roots in-market.”

“LiveRamp’s expansion into Greater Phoenix is another sign that Arizona is the place for technology,” said Sandra Watson, president & CEO, Arizona Commerce Authority. “We’re grateful to the entire team at LiveRamp for choosing our state and bringing these skilled tech jobs to Arizona.”

Those interested in applying can visit LiveRamp’s Careers Page.

About LiveRamp

LiveRamp is the leading data connectivity platform for the safe and effective use of data. Powered by core identity capabilities and an unparalleled network, LiveRamp enables companies and their partners to better connect, control, and activate data to transform customer experiences and generate more valuable business outcomes. LiveRamp’s fully interoperable and neutral infrastructure delivers end-to-end addressability for the world’s top brands, agencies, and publishers. For more information, visit www.LiveRamp.com.

View source version on businesswire.com: https://www.businesswire.com/news/home/20210504005482/en/

Media Contact

Michelle Millsap on behalf of LiveRamp

[email protected]

619-857-2384

KEYWORDS: United States North America California Arizona

INDUSTRY KEYWORDS: Networks Data Management Professional Services Technology Human Resources

MEDIA:

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May 4, 2021 8:34 am

American Green, Inc.™ (OTC:ERBB) Distributing the Majority of its Premium Cannabis Products Through Venom Extracts in Over 50 Arizona Dispensaries

PHOENIX, AZ, May 04, 2021 (GLOBE NEWSWIRE) — via NewMediaWire — American Green, Inc. (ERBB:OTC) announced today that it has been selling the majority of its Premium Cannabis grown at its “Sweet Virginia” Grow operation to Venom Extracts — a Curaleaf Holdings, Inc. licensee. Over the past year, American Green has been working with and developing a great relationship with Venom Extracts.

American Green started out selling its premium cannabis on the wholesale market. However, as time went on we also identified a need for premium quality fresh-frozen cannabis, used for producing top quality concentrate products. Currently, American Green-grown premium cannabis products are available to quality-minded customers in more than 50 dispensaries under various high-end cannabis brands throughout Arizona.

Venom has been purchasing a large majority of American Green’s harvests and using the product to create a variety of Live Resin offerings. They are extracting the terpenes from our premium cannabis and using them in many of the Select** Brand concentrate products. Venom is also producing THCA diamonds using American Green’s premium cannabis.

“American Green has a great business relationship with our friends at Curaleaf, and we are looking forward to increasing production while strengthening that relationship as we move ahead with our expansion this year in Arizona and beyond,” said Bryan Croteau, American Green’s General Manager of Cannabis Grow Operations.

Shareholders and interest holders may also stay current with American Green
Updates:

American Green’s Main Website at www.americangreen.com

Twitter: @American__Green (two underscores), or

Facebook: https://www.facebook.com/americangreenusa

Instagram: https://www.instagram.com/americangreenusa/

About American Green, Inc.

In 2009,
American Green, Inc. became America’s second publicly-traded company in the cannabis sector. American Green now, with its more than 50,000 certified beneficial shareholders, is one of the largest (in shareholder count) in the cannabis sector. American Green’s mission is to lead the cannabis and premium CBD industry.

Leveraging our team of professionals in cultivation management, manufacturing, extraction, wholesale, retail, and community outreach, strives to develop sustainable initiatives in the cannabis-adjacent and CBD industries, laser-focused on adding company and shareholder value.

For more information –

Contact:

American Green, Inc.

Investor Relations

2902 W. Virginia Ave

Phoenix, AZ 85009

480-443-1600 X555

[email protected]

NOTES ABOUT FORWARD-LOOKING STATEMENTS

Except for any historical information contained herein, the matters discussed in this press release contain forward-looking statements that involve risks and uncertainties, including those described in the Company’s Securities and Exchange Commission reports and filings. Certain statements contained in this release that are not historical facts constitute forward-looking statements, within the meaning of the Private Securities Litigation Reform Act of 1995, and are intended to be covered by the safe harbors created by that Act. Reliance should not be placed on forward-looking statements because they involve unknown risks, uncertainties and other factors, which may cause actual results, performance or achievements to differ materially from those expressed or implied. Forward-looking statements may be identified by words such as estimates, anticipates, projects, plans, expects, intends, believes, be should and similar expressions and by the context in which they are used. Such statements are based upon current expectations of the Company and speak only as of the date made. The Company undertakes no obligation to update any forward-looking statements to reflect events or circumstances after the date on which they are made.

May 4, 2021 8:34 am

ISS Recommends Adverum Stockholders Vote to Elect Sonic’s Three Independent, Highly Qualified Nominees

ISS Recommends Adverum Stockholders Vote to Elect Sonic’s Three Independent, Highly Qualified Nominees

Leading Proxy Advisory Firm Agrees that Change Is Needed at Adverum

Criticizes Company’s “Governance Games” and “Brute Force” Tactics in Its Conduct of Proxy Campaign

Highlights that Chair Patrick Machado Exerts Outsized Influence Over Passive Board with Fundamental Need for Unquestionable Independence

Finds that Sonic Is Not Seeking Control of Company and that Its Nominees Would Add Independence to the Boardroom

Sonic Urges Fellow Stockholders to Vote on the GREEN Proxy Card Today to Elect Its Three Independent Director Nominees – Jean Bennett, Jodi Cook and Herbert Hughes

HONOLULU–(BUSINESS WIRE)–
The Sonic Fund II, L.P. (“Sonic”), which beneficially owns approximately 6.8% of the outstanding common stock of Adverum Biotechnologies, Inc. (NASDAQ: ADVM) (the “Company” or “Adverum”), today announced that leading proxy advisory firm Institutional Shareholder Services Inc. (“ISS”), recommended that stockholders vote on the GREEN proxy card FOR Sonic’s three independent, highly qualified nominees (the “Nominees”) – Jean Bennett, Jodi Cook and Herbert Hughes – for election to the Company’s Board of Directors (the “Board”) at the upcoming 2021 Annual Meeting of Stockholders (the “2021 Annual Meeting”), which will be held on Wednesday, May 12, 2021.

Highlighting the pressing need for change on the Adverum Board, ISS emphasizes:¹

“… an underperformance of ADVM shares, relative to the benchmark index, that is substantially worse than that of its gene therapy peers, notwithstanding the read through effect of ostensibly unrelated developments.”
“During the tenure of the newly appointed CEO, through the March 17, 2021, unaffected date when Sonic’s proxy contest became public, ADVM shares returned (54.6) percent, 82.8 percentage points below the peer median and 76.4 percentage points below the Nasdaq Biotech Index.”
“It is difficult … to dismiss the fact that a potential issue the dissident has been warning about all along has actually come to pass – despite the company’s previous assurances regarding the safety of ADVM-022 – in the sense that a clinical trial patient (for DME) experienced inflammation and subsequently lost vision in one eye.”
“It is worth noting that the dissident nominees have strong backgrounds in gene therapy and finance, and therefore seem well qualified to provide investors with an independent assessment of the aforementioned concerns; by contrast, the management nominees include an incumbent director who had indicated his intention to resign prior to the dissident campaign, and two new appointees who, while well qualified, seem to possess skill sets that appear less critical to the board under current circumstances.”
“Non-employee directors Patrick Machado and Scott Whitcup received total compensation in the last fiscal year of $762,858 and $1,081,988, respectively. These amounts are significant outliers as compared to non-employee directors in the same industry and index. This represents a cost to shareholders and raises questions about the impact on director independence.”

Rejecting Adverum’s specious argument that Sonic is seeking “control” of the Company, ISS concludes the following:

“Given that the two settlement nominees, who were appointed in 2019, appear supportive of the company’s position in this fight, we do not consider them to be “dissident” directors for the purposes of this analysis. Moreover, the three dissident nominees this year, like the 2019 nominees, do not appear to have any preexisting ties to Sonic.”
“The dissident’s nominees … would be independent voices on the board. By contrast, all three of the management nominees appear to have preexisting ties to the chairman or CEO.”

Focusing on the very serious Suspected Unexpected Serious Adverse Reaction (SUSAR) of hypotony in its INFINITY clinical trial evaluating ADVM-022 gene therapy for the treatment of diabetic macular edema (DME), ISS elucidates:

“Putting to one side, for a moment, all arguments about experience and expertise, following the April 28 update from the company there may be a fundamental need for unquestionable independence in Adverum’s boardroom, as investors seek urgent reassurance regarding the board’s oversight of key issues, such as the inflammation during trials and capital allocation decisions.”
“Given that recent events have likely delayed the prospect of commercialization, placing far greater emphasis on the testing and regulatory approval process, Bennett and Cook’s expertise seems highly relevant.”
“The 60 percent decline in the share price in reaction to the company’s SUSAR disclosure, coupled with multiple Wall Street downgrades and price target reductions, are indicative that it may be much more costly than previously believed for Adverum to raise the financing that will be needed to eventually see this treatment through to commercialization. This would appear to support the need for additional financial experience and investor perspective on the board.”

In a section of its report entitled “Governance Games,” ISS critiques Adverum’s handling of this proxy contest:

“… [T]he tactics employed by board over the course of this proxy campaign, which it justifies as necessary to maximize long-term value for shareholders, seem questionable, particularly if the board is indeed confident that a significant percentage of its shareholder base opposes Sonic’s continued efforts.”
“It appears that the company selectively provided just the opening sentences of an email from the dissident so as to make it appear that Sonic is trying to restore the former Avalanche CEO. There also appears to be an outsized influence exerted by the chairman over the size of the board, its additions, and its exits.”
“It is disconcerting that the board, which cooperated with Sonic to reach a compromise in 2019, appears to have adopted a “brute force” response this year with tactics that imply its end, maximizing shareholder value, justifies any means, including mischaracterizing the dissident’s statements, reducing the time between filing the proxy and holding the shareholder meeting, leaving the future board size to be determined, and re-nominating director Woiwode.”
“As of March 1, Woiwode had made a decision not to continue as a director – he either had other priorities or believed his contribution was no longer necessary. Despite that, the board is keeping him on for seemingly tactical purposes, to shut out the dissident’s nominees – all of whom seem highly engaged and interested in helping the company address its current crisis.”

Finally, in its summary of Adverum’s position, ISS notes the following, which appears to be new information that has not been previously disclosed, and which calls for immediate explanation to the market by the Company:

“The board feels comfortable that the current regimen for mitigating inflammation, topical steroid eyedrops, is optimal. Simultaneous with that, it indicates that inflammation mitigation is a top priority and it seeks improvement, experimenting with different dosages (which may demonstrate effectiveness with lesser inflammation), enhancing the purity of its manufacturing process, and planning a study of intravitreal, rather than topical, steroids. In engagement with ISS, the board indicated that it believes steroid eyedrops are the best approach to controlling inflammation at the front of the eye, but the company can explore other options to improve how steroids control the inflammation, and, if it exhausts steroids as a mitigation tool, it can look at other potential solutions.”

Commenting on the ISS report, Lawrence Kam, General Partner at The Sonic Fund II, L.P., said, “The report from ISS comprehensively validates our position that change is urgently needed at Adverum, not only to exercise proper oversight of the Company and restore independence to the Board, but also to regain investors’ confidence. Chair Machado has clearly exerted undue influence in the boardroom and cultivated a culture of poor governance that was exemplified by the Company’s desperatetactics in this proxy contest. We look forward to continuing to engage with stockholders around the election of our nominees, who ISS rightly recognizes are all fully independent, highly qualified and bring precisely the right experience needed on the Board.”

The situation at Adverum is clearly critical. Only immediate intervention by stockholders to improve the quality and independence of directors can counteract the undue dominance of the Chair who has now overseen three instances of wholesale stock price destruction that continually punish Adverum stockholders.

Sonic urges its fellow stockholders to vote today on the GREEN proxy card FOR all its independent, highly qualified director candidates – Jean Bennett, Jodi Cook and Herbert Hughes – for election to the Adverum Board of Directors to serve until the 2024 Annual Meeting.

VOTE ON THE GREEN PROXY CARD TODAY

If you have voted a white card from Adverum, a later-dated Green card will revoke that vote

If you have any questions or require any assistance with your vote, please contact Saratoga Proxy Consulting, LLC, which is assisting us, at its address and toll-free number listed on the following page. For more information, fellow stockholders can visit our website at https://www.saveadverum.com/investor-materials.

If you have any questions regarding your GREEN proxy card or need assistance in voting your shares, please contact

Saratoga Proxy Consulting, LLC

520 8th Avenue

New York, NY 10018

Stockholders may call toll-free: (888) 368-0379

Banks and brokers call: (212) 257-1311

[email protected]

¹ Permission to quote ISS was neither sought nor obtained. Emphasis added.

View source version on businesswire.com: https://www.businesswire.com/news/home/20210504005441/en/

Investors:

Saratoga Proxy Consulting LLC

John Ferguson / Ann Marie Mellone 212-257-1311

[email protected] / [email protected]

Media:

Sloane & Company

Joe Germani / Sarah Braunstein

[email protected] / [email protected]

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