Pfizer and BioNTech Submit Request to Expand Conditional Marketing Authorization of COMIRNATY® in the EU to Adolescents

NEW YORK
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nd MAINZ,
GERMANY
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April
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(GLOBE NEWSWIRE)Pfizer Inc. (NYSE: PFE) and BioNTech SE (Nasdaq: BNTX) today announced they have submitted a variation to the Conditional Marketing Authorization (CMA) in the European Union (EU) to the European Medicines Agency (EMA) for the Pfizer-BioNTech vaccine COMIRNATY® (BNT162b2) to request an extension of the indication for use in adolescents 12 to 15 years of age. If EMA approves the variation, the amended CMA will be valid in all 27 member states of the EU. The companies have already submitted a similar request to the U.S. Food and Drug Administration (FDA) for the Emergency Use Authorization (EUA) and plan to request additional amendments with other regulatory authorities worldwide.

This submission is based on data from a pivotal Phase 3 clinical trial, which enrolled 2,260 participants aged 12 to 15 years. Topline results from this trial, announced on March 31, 2021, showed a vaccine efficacy of 100% in participants with or without prior SARS-CoV-2 infection and robust antibody responses. In the trial, the vaccine also was generally well tolerated. Participants will continue to be monitored for long-term protection and safety for an additional two years after their second dose.

The Pfizer-BioNTech COVID-19 vaccine, which is based on BioNTech proprietary mRNA technology, was developed by both BioNTech and Pfizer. BioNTech is the Marketing Authorization Holder in the European Union, and the holder of emergency use authorizations or equivalent in the United States (jointly with Pfizer), United Kingdom, Canada and other countries in advance of a planned application for full marketing authorizations in these countries.

AUTHORIZED USE IN THE EU:

COMIRNATY

®

(the Pfizer-BioNTech COVID-19 vaccine) has been granted conditional marketing authorisation by the by the European Commission to prevent coronavirus disease 2019 (COVID-19) in people from 16 years of age. The European Medicines Agency’s (EMA’s) human medicines committee (CHMP) has completed its rigorous evaluation of COMIRNATY®, concluding by consensus that sufficiently robust data on the quality, safety and efficacy of the vaccine are now available.

IMPORTANT SAFETY INFORMATION:

  • Events of anaphylaxis have been reported. Appropriate medical treatment and supervision should always be readily available in case of an anaphylactic reaction following the administration of the vaccine.
  • The efficacy, safety and immunogenicity of the vaccine has not been assessed in immunocompromised individuals, including those receiving immunosuppressant therapy. The efficacy of COMIRNATY® may be lower in immunosuppressed individuals.
  • As with any vaccine, vaccination with COMIRNATY® may not protect all vaccine recipients. Individuals may not be fully protected until 7 days after their second dose of vaccine.
  • In clinical studies, adverse reactions in participants 16 years of age and older were injection site pain (> 80%), fatigue (> 60%), headache (> 50%), myalgia and chills (> 30%), arthralgia (> 20%), pyrexia and injection site swelling (> 10%) and were usually mild or moderate in intensity and resolved within a few days after vaccination. A slightly lower frequency of reactogenicity events was associated with greater age.
  • There is limited experience with use of COMIRNATY® in pregnant women. Administration of COMIRNATY® in pregnancy should only be considered when the potential benefits outweigh any potential risks for the mother and fetus.
  • It is unknown whether COMIRNATY® is excreted in human milk.
  • Interactions with other medicinal products or concomitant administration of COMIRNATY® with other vaccines has not been studied.
  • For complete information on the safety of COMIRNATY® always make reference to the approved Summary of Product Characteristics and Package Leaflet available in all the languages of the European Union on the EMA website.

The black equilateral triangle denotes that additional monitoring is required to capture any adverse reactions. This will allow quick identification of new safety information. Individuals can help by reporting any side effects they may get. Side effects can be reported to EudraVigilance or directly to BioNTech using email [email protected], telephone +49 6131 9084 0, or via the website www.biontech.de.

About Pfizer: Breakthroughs That Change Patients’ Lives

At Pfizer, we apply science and our global resources to bring therapies to people that extend and significantly improve their lives. We strive to set the standard for quality, safety and value in the discovery, development and manufacture of health care products, including innovative medicines and vaccines. Every day, Pfizer colleagues work across developed and emerging markets to advance wellness, prevention, treatments and cures that challenge the most feared diseases of our time. Consistent with our responsibility as one of the world’s premier innovative biopharmaceutical companies, we collaborate with health care providers, governments and local communities to support and expand access to reliable, affordable health care around the world. For more than 170 years, we have worked to make a difference for all who rely on us. We routinely post information that may be important to investors on our website at www.Pfizer.com. In addition, to learn more, please visit us on www.Pfizer.com and follow us on Twitter at @Pfizer and @Pfizer News, LinkedIn, YouTube and like us on Facebook at Facebook.com/Pfizer.

Pfizer Disclosure Notice

The information contained in this release is as of April 30, 2021. Pfizer assumes no obligation to update forward-looking statements contained in this release as the result of new information or future events or developments.

This release contains forward-looking information about Pfizer’s efforts to combat COVID-19, the collaboration between BioNTech and Pfizer to develop a COVID-19 vaccine, the BNT162 mRNA vaccine program and COMIRNATY®, the Pfizer-BioNTech COVID-19 vaccine (BNT162b2) (including qualitative assessments of available data, potential benefits, expectations for clinical trials, the potential of BNT162b2 for adolescents 12 to 15 years of age, the anticipated timing of regulatory submissions, regulatory approvals or authorizations and anticipated manufacturing, distribution and supply) involving substantial risks and uncertainties that could cause actual results to differ materially from those expressed or implied by such statements. Risks and uncertainties include, among other things, the uncertainties inherent in research and development, including the ability to meet anticipated clinical endpoints, commencement and/or completion dates for clinical trials, regulatory submission dates, regulatory approval dates and/or launch dates, as well as risks associated with preclinical and clinical data (including the topline data outlined in this release), including the possibility of unfavorable new preclinical, clinical or safety data and further analyses of existing preclinical, clinical or safety data (including the topline data outlined in this release); the ability to produce comparable clinical or other results, including the rate of vaccine effectiveness and safety and tolerability profile observed to date, in additional analyses of the Phase 3 trial and additional studies or in larger, more diverse populations following commercialization; the ability of BNT162b2 to prevent COVID-19 caused by emerging virus variants; the risk that more widespread use of the vaccine will lead to new information about efficacy, safety, or other developments, including the risk of additional adverse reactions, some of which may be serious; the risk that preclinical and clinical trial data (including the topline data outlined in this release) are subject to differing interpretations and assessments, including during the peer review/publication process, in the scientific community generally, and by regulatory authorities; whether and when additional data from the BNT162 mRNA vaccine program (including the topline data outlined in this release) will be published in scientific journal publications and, if so, when and with what modifications and interpretations; whether regulatory authorities will be satisfied with the design of and results from these and any future preclinical and clinical studies; whether and when a Biologics License Application for BNT162b2 may be filed in the U.S. and whether and when other biologics license and/or emergency use authorization applications or amendments to any such applications may be filed in particular jurisdictions for BNT162b2 or any other potential vaccines that may arise from the BNT162 program, and if obtained, whether or when such emergency use authorization or licenses will expire or terminate; whether and when any applications that may be pending or filed for BNT162b2 (including a potential Biologics License Application in the U.S. or any requested amendments to the emergency use or conditional marketing authorizations) or other vaccines that may result from the BNT162 program may be approved by particular regulatory authorities, which will depend on myriad factors, including making a determination as to whether the vaccine’s benefits outweigh its known risks and determination of the vaccine’s efficacy and, if approved, whether it will be commercially successful; decisions by regulatory authorities impacting labeling or marketing, manufacturing processes, safety and/or other matters that could affect the availability or commercial potential of a vaccine, including development of products or therapies by other companies; disruptions in the relationships between us and our collaboration partners, clinical trial sites or third-party suppliers; the risk that demand for any products may be reduced or no longer exist; risks related to the availability of raw materials to manufacture a vaccine; challenges related to our vaccine’s ultra-low temperature formulation, two-dose schedule and attendant storage, distribution and administration requirements, including risks related to storage and handling after delivery by Pfizer; the risk that we may not be able to successfully develop other vaccine formulations; the risk that we may not be able to create or scale up manufacturing capacity on a timely basis or maintain access to logistics or supply channels commensurate with global demand for our vaccine, which would negatively impact our ability to supply the estimated numbers of doses of our vaccine within the projected time periods as previously indicated; whether and when additional supply agreements will be reached; uncertainties regarding the ability to obtain recommendations from vaccine advisory or technical committees and other public health authorities and uncertainties regarding the commercial impact of any such recommendations; challenges related to public vaccine confidence or awareness; uncertainties regarding the impact of COVID-19 on Pfizer’s business, operations and financial results; and competitive developments.

A further description of risks and uncertainties can be found in Pfizer’s Annual Report on Form 10-K for the fiscal year ended December 31, 2020 and in its subsequent reports on Form 10-Q, including in the sections thereof captioned “Risk Factors” and “Forward-Looking Information and Factors That May Affect Future Results”, as well as in its subsequent reports on Form 8-K, all of which are filed with the U.S. Securities and Exchange Commission and available at www.sec.gov and www.pfizer.com.

About BioNTech

Biopharmaceutical New Technologies is a next generation immunotherapy company pioneering novel therapies for cancer and other serious diseases. The Company exploits a wide array of computational discovery and therapeutic drug platforms for the rapid development of novel biopharmaceuticals. Its broad portfolio of oncology product candidates includes individualized and off-the-shelf mRNA-based therapies, innovative chimeric antigen receptor T cells, bi-specific checkpoint immuno-modulators, targeted cancer antibodies and small molecules. Based on its deep expertise in mRNA vaccine development and in-house manufacturing capabilities, BioNTech and its collaborators are developing multiple mRNA vaccine candidates for a range of infectious diseases alongside its diverse oncology pipeline. BioNTech has established a broad set of relationships with multiple global pharmaceutical collaborators, including Genmab, Sanofi, Bayer Animal Health, Genentech, a member of the Roche Group, Regeneron, Genevant, Fosun Pharma, and Pfizer. For more information, please visit www.BioNTech.de.

BioNTech Forward-looking Statements

This press release contains “forward-looking statements” of BioNTech within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements may include, but may not be limited to, statements concerning: BioNTech’s efforts to combat COVID-19; the collaboration between BioNTech and Pfizer to develop a potential COVID-19 vaccine; our expectations regarding the potential characteristics of BNT162b2 (COMIRNATY®) in our Phase 2/3 trial and/or in commercial use based on data observations to date; the expected timepoint for additional readouts on efficacy data of BNT162b2 in our Phase 2/3 trial; the nature of the clinical data, which is subject to ongoing peer review, regulatory review and market interpretation; the timing for submission of data for, or receipt of, any marketing approval or Emergency Use Authorization; our contemplated shipping and storage plan, including our estimated product shelf-life at various temperatures; and the ability of BioNTech to supply the quantities of BNT162 to support clinical development and market demand, including our production estimates for 2021. Any forward-looking statements in this press release are based on BioNTech’s current expectations and beliefs of future events. The forward-looking statements in this press release are neither promises nor guarantees, and you should not place undue reliance on these forward-looking statements because they involve known and unknown risks, uncertainties, and other factors, many of which are beyond BioNTech’s control and which could cause actual results to differ materially from those expressed or implied by these forward-looking statements. You should review the risks and uncertainties described under the heading “Risk Factors” in BioNTech’s Annual Report on Form 20-F for the Year Ended December 31, 2020, filed with the SEC on March 30, 2021, which is available on the SEC’s website at www.sec.gov. All information in this press release is as of the date of the release, and BioNTech undertakes no duty to update this information unless required by law.

Pfizer Contacts:

Media Relations

Andy Widger
+44 (0)1737 330909
[email protected]

Investor Relations
Chuck Triano
+1 (212) 733-3901
[email protected]

BioNTech Contacts:

Media Relations
Jasmina Alatovic
+49 (0)6131 9084 1513
Media@biontech.de

Investor Relations
Sylke Maas, Ph.D.
+49 (0)6131 9084 1074
[email protected]



Calithera Biosciences to Report First Quarter 2021 Financial Results on Thursday, May 6, 2021

SOUTH SAN FRANCISCO, Calif., April 30, 2021 (GLOBE NEWSWIRE) — Calithera Biosciences, Inc. (Nasdaq: CALA), a clinical-stage biotechnology company focused on discovering and developing novel small molecule drugs for the treatment of cancer and other life-threatening diseases, today announced that the Company’s first quarter 2021 financial results will be released on Thursday, May 6, 2021. Company management will host a conference call on Thursday, May 6, 2021 at 2:00 p.m. Pacific Time/ 5:00 p.m. Eastern Time to discuss the financial results and other recent corporate highlights.

The press release and live audio webcast can be accessed via the Investor section of the Company’s website at www.calithera.com. The conference call can be accessed by dialing (855) 783-2599 (domestic) or (631) 485-4877 (international) and refer to conference ID 2073385. Please log in approximately 5-10 minutes before the event to ensure a timely connection. The archived webcast will remain available for replay on Calithera’s website for 30 days.

About Calithera

Calithera Biosciences is a clinical-stage biopharmaceutical company pioneering the discovery and development of targeted therapies that disrupt cellular metabolic pathways to preferentially starve tumor cells and enhance immune-cell activity. Driven by a commitment to rigorous science and a passion for improving the lives of people impacted by cancer and other life-threatening diseases, Calithera is advancing a pipeline of first-in-clinic, oral therapeutics to meaningfully expand treatment options available to patients. Calithera is headquartered in South San Francisco, California. For more information about Calithera, please visit www.calithera.com.

Forward Looking Statements

Statements contained in this press release regarding matters that are not historical facts are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Words such as “may,” “will,” “expect,” “anticipate,” “estimate,” “intend,” “poised” and similar expressions (as well as other words or expressions referencing future events, conditions, or circumstances) are intended to identify forward-looking statements. These statements include those related to the safety, tolerability and efficacy of Calithera’s product candidates, the overall advancement of Calithera’s product candidates in clinical trials, the unmet need in the treatment of patients with advanced disease, and Calithera’s plans to continue development of its product candidates. Because such statements are subject to risks and uncertainties, actual results may differ materially from those expressed or implied by such forward-looking statements. The product candidates that Calithera develops may not progress through clinical development or receive required regulatory approvals within expected timelines or at all. In addition, clinical trials may not confirm any safety, potency or other product characteristics described or assumed in this press release. Such product candidates may not be beneficial to patients or successfully commercialized. The failure to meet expectations with respect to any of the foregoing matters may have a negative effect on Calithera’s stock price. Additional information concerning these and other risk factors affecting Calithera’s business can be found in Calithera’s periodic filings with the Securities and Exchange Commission at www.sec.gov. These forward-looking statements are not guarantees of future performance and speak only as of the date hereof, and, except as required by law, Calithera disclaims any obligation to update these forward-looking statements to reflect future events or circumstances.

SOURCE: Calithera Biosciences, Incorporated

CONTACT:

Stephanie Wong

[email protected]

650-870-1063



Apollo Hybrid Value to Invest in Standard Industries Holdings’ Acquisition of Grace

Investment Leverages Industry Experience

NEW YORK, April 30, 2021 (GLOBE NEWSWIRE) — Apollo Global Management, Inc. (NYSE: APO) (together with its consolidated subsidiaries, “Apollo” or the “Firm”) announced that certain funds managed by its affiliates have committed to invest $600 million as part of an agreement in which Standard Industries Holdings Inc. will acquire W.R. Grace & Co. (“Grace”) (NYSE: GRA), a leading global specialty chemicals company, in an all-cash transaction valued at approximately $7.0 billion.

Standard Industries Holdings opted to work with Apollo’s Hybrid Value business as a capital partner given Apollo’s long-standing and successful track record investing in the chemicals sector and its ability to move expeditiously to complete its due diligence and provide a bespoke investment.

“We are thrilled to support Standard Industries’ acquisition of Grace, which is a market leader that is well positioned for long-term growth as part of the Standard Industries family,” said Sam Feinstein, Apollo Private Equity Partner. “Standard Industries has a well-deserved reputation of being responsible owners of industrial assets and we believe Grace, a world-class specialty chemicals company, will enter an exciting new chapter of innovation as part of their portfolio.”

Apollo Hybrid Value Partner Valay Shah said, “This investment is another example of how Apollo’s Hybrid Value business works constructively with companies and sponsors to deliver customized capital investments on an expedited time frame.”

Apollo’s $10 billion Hybrid Value business is led by Co-Heads and Senior Partners Matt Michelini and Rob Ruberton and provides flexible capital to private and public companies seeking tailored solutions and strategic advice through structured equity and credit investments. The investment in connection with Standard Industries Holdings’ acquisition of Grace is the latest commitment by Hybrid Value, which has been highly active over the last year, leading over $6.5 billion in investments in market-leading companies across a variety of industries, including US Acute Care Solutions, Sazka, Alorica, Albertsons, Expedia and Cimpress.

Closing of the transaction between Standard Industries Holdings and Grace is subject to satisfaction of customary closing conditions, including approval by Grace shareholders and receipt of certain regulatory approvals. More details on the transaction can be found in the official announcement.

About Apollo

Apollo is a leading global investment manager with offices in New York, Los Angeles, San Diego, Houston, Bethesda, London, Frankfurt, Madrid, Luxembourg, Mumbai, Delhi, Singapore, Hong Kong, Shanghai and Tokyo, among others. Apollo had assets under management of approximately $455 billion as of December 31, 2020 in credit, private equity and real assets funds. For more information about Apollo, please visit www.apollo.com.

About Standard Industries Holdings

Standard Industries Holdings is the parent company of Standard Industries, a privately-held global industrial company operating in over 80 countries with over 15,000 employees. The Standard ecosystem spans a broad array of holdings, technologies and investments—including both public and private companies from early to late-stage—as well as world-class building materials assets and next-generation solar solutions. Throughout its 140-year history, Standard has leveraged its deep industry expertise and vision to create outsize value across its businesses, which today include operating companies GAF, BMI, Siplast, GAF Energy, Schiedel and SGI, as well as related businesses 40 North, a multi-billion-dollar investment platform, 40 North Ventures and Winter Properties. Learn more at www.standardindustries.com.

Investor Contact:

Peter Mintzberg
Head of Investor Relations
Apollo Global Management, Inc.
(212) 822-0528
[email protected]

Media Contact:

Joanna Rose
Global Head of Corporate Communications
Apollo Global Management, Inc.
(212) 822-0491
[email protected]



Balchem Corporation Reports Record First Quarter Sales of $185.7 Million, Net Earnings of $23.4 Million, GAAP EPS of $0.72, and Adjusted EPS of $0.87

NEW HAMPTON, N.Y., April 30, 2021 (GLOBE NEWSWIRE) — Balchem Corporation (NASDAQ: BCPC) reported today first quarter 2021 net earnings of $23.4 million, compared to net earnings of $19.8 million for the first quarter 2020, adjusted net earnings(a) of $28.4 million, compared to $26.4 million in the prior year quarter, and adjusted EBITDA(a) of $45.7 million, compared to $42.4 million in the prior year quarter.

First Quarter 2021 Financial Highlights:

  • Net sales were $185.7 million, an increase of $11.2 million, or 6.4%, compared to the prior year quarter, with year over year sales growth in all three segments: Human Nutrition and Health, Animal Nutrition and Health, and Specialty Products.
  • Adjusted EBITDA was $45.7 million, an increase of $3.4 million, or 7.9%, from the prior year.
  • GAAP net earnings were $23.4 million, an increase of $3.6 million, or 18.4%, from the prior year. These net earnings resulted in GAAP earnings per share of $0.72.
  • Adjusted net earnings were $28.4 million, an increase of $2.0 million, or 7.6%, from the prior year. These adjusted net earnings resulted in adjusted earnings per share(a) of $0.87.
  • The effective tax rate of 21.9% was 264 basis points higher than the prior year tax rate of 19.3%.
  • Cash flows from operations were $40.6 million, an increase of $18.0 million from the prior year, with quarterly free cash flow(a) of $34.4 million compared to $17.4 million for the prior year quarter.

Recent Highlights:

  • Balchem proudly signed the CEO Action for Diversity & Inclusion™ pledge as a further commitment to advance diversity and inclusion within our workplace. The CEO pledge outlines a specific set of actions the signatory CEOs will take to cultivate a trusting environment where all ideas are welcomed and employees feel comfortable and empowered to have discussions about diversity and inclusion.
  • Strong cash flows in the first quarter enabled the company to make net repayments on its revolving debt of $10.0 million, lowering net debt to $65.0 million, with an overall leverage ratio on a net debt basis of 0.4.
  • Successfully added another manufacturing facility onto our new ERP system during the first quarter of 2021. Approximately 96% of revenue is now on the new system and we expect to complete full implementation of the project this year.
  • The COVID-19 response has continued to require attention year to date with our focus on employee safety first, keeping our manufacturing sites operational, satisfying customer needs, preserving cash and ensuring strong liquidity, and responding to changes in this dynamic market environment as appropriate.

Ted Harris, Chairman, CEO, and President of Balchem said, “We have continued the strong momentum from 2020 into the first quarter of 2021, delivering all-time record quarterly sales, net earnings, earnings per share, and adjusted EBITDA.”

Mr. Harris added, “We are very pleased to deliver sales growth in all three of our business segments, not only versus the prior year’s quarter, but also sequentially versus the fourth quarter 2020, reflecting a modest but gradual re-opening of economies around the world.”

Results for Period Ended March 31, 2021 (unaudited)

(Dollars in thousands, except per share data)

    Three Months Ended

March 31,
    2021   2020
Net sales   $ 185,656     $ 174,436  
Gross margin   58,727     55,331  
Operating expenses   28,152     29,053  
Earnings from operations   30,575     26,278  
Other expense   592     1,788  
Earnings before income tax expense   29,983     24,490  
Income tax expense   6,572     4,722  
Net earnings   $ 23,411     $ 19,768  
         
Diluted net earnings per common share   $ 0.72     $ 0.61  
         
Adjusted EBITDA(a)   $ 45,724     $ 42,371  
Adjusted net earnings(a)   $ 28,447     $ 26,441  
Diluted adjusted net earnings per common share(a)   $ 0.87     $ 0.81  
         
Shares used in the calculations of diluted net earnings per common share and
diluted adjusted net earnings per common share
  32,657     32,517  

(a) See “Non-GAAP Financial Information” for a reconciliation of GAAP and non-GAAP financial measures.






Financial Results for the First Quarter of 2021:

The Human Nutrition & Health segment generated all-time record quarterly sales of $104.5 million, an increase of $9.0 million or 9.4% compared to the prior year quarter. The increase was driven both by strong sales growth of chelated minerals and choline nutrients, as well as higher sales within food and beverage markets. This segment generated all-time record quarterly earnings from operations of $19.7 million, an increase of $7.6 million or 62.3% compared to $12.1 million in the prior year quarter, primarily due to the aforementioned higher sales, product mix, and manufacturing efficiencies, partially offset by higher raw material costs. Excluding the effect of non-cash expense associated with amortization of acquired intangible assets of $4.4 million and $4.8 million for the first quarter of 2021 and 2020, respectively, all-time record adjusted earnings from operations(a) for this segment were $24.0 million, compared to $17.2 million in the prior year quarter.

The Animal Nutrition & Health segment generated all-time record quarterly sales of $51.1 million, an increase of $2.5 million or 5.2% compared to the prior year quarter. The increase was primarily the result of higher sales in both Monogastric and Ruminant animal markets and a favorable impact related to changes in foreign currency exchange rates. First quarter earnings from operations for this segment of $5.1 million decreased $3.0 million or 37.1% compared to $8.0 million in the prior year quarter, primarily due to increases in raw material costs and distribution costs, along with an unfavorable mix. Excluding the effect of non-cash expense associated with amortization of acquired intangible assets of $0.2 million in the first quarters of 2021 and 2020, adjusted earnings from operations for this segment were $5.2 million, compared to $8.2 million in the prior year quarter.

The Specialty Products segment generated sales of $28.0 million for the quarter ended March 31, 2021, up very slightly from the same quarter in 2020, primarily due to higher sales of products for the medical device sterilization market and a favorable impact related to changes in foreign currency exchange rates, offset by lower sales in the plant nutrition business. First quarter earnings from operations for this segment were $7.2 million, versus $8.0 million in the prior year comparable quarter, a decrease of $0.8 million or 10.0%, primarily due to increases in raw material costs and distribution costs. Excluding the effect of non-cash expense associated with amortization of acquired intangible assets for the first quarter of 2021 and 2020 of $1.4 million and $1.6 million, respectively, adjusted earnings from operations for this segment were $8.6 million, compared to $9.6 million in the prior year quarter.

All-time record consolidated gross margin for the quarter ended March 31, 2021 of $58.7 million increased by $3.4 million or 6.1%, compared to $55.3 million for the prior year comparable period. Gross margin as a percentage of sales was 31.6% as compared to 31.7% in the prior year period, a decrease of 9 basis points, primarily due to a significant increase in certain raw material and distribution costs, partially offset by favorable mix and manufacturing efficiencies. Operating expenses of $28.2 million for the quarter decreased $0.9 million from the prior year comparable quarter, principally due to a decrease in transaction and integration costs, travel, bad debt expense, and amortization, partially offset by certain higher compensation-related costs. Excluding non-cash operating expenses associated with amortization of intangible assets of $6.0 million, operating expenses were $22.1 million, or 11.9% of sales.

Interest expense was $0.7 million in the first quarter of 2021. Our effective tax rates for the three months ended March 31, 2021 and 2020 were 21.9% and 19.3%, respectively. The increase in the effective tax rate from the prior year was primarily due to a reduction in certain tax credits and higher enacted tax rates in several states within the United States.

For the quarter ended March 31, 2021, cash flows provided by operating activities were $40.6 million, and free cash flow was $34.4 million. The $192.4 million of net working capital on March 31, 2021 included a cash balance of $88.5 million, which reflects a first quarter 2021 dividend payment of $18.7 million, net repayments of the revolving debt of $10.0 million, and capital expenditures and intangible assets acquired of $6.3 million.

Ted Harris said, “The first quarter of 2021 was an excellent quarter for Balchem. We faced new macro-economic challenges in the latest quarter, particularly from significantly higher raw material and distribution costs as well as complexities associated with logistical disruptions. But we stepped up to meet these challenges and the strong financial results we delivered in the first quarter once again reflect the resilience of both our team of employees and our business model.”

Mr. Harris went on to add, “I am also very proud to have recently signed the CEO Action for Diversity & Inclusion™ pledge as we continue to advance our diversity and inclusion initiatives. Signing the pledge is another important step in our continuous improvement journey relative to all of our social, environmental, and governance responsibilities.”

Quarterly Conference Call

A quarterly conference call will be held on Friday, April 30, 2021, at 11:00 AM Eastern Time (ET) to review first quarter 2021 results. Ted Harris, Chairman of the Board, CEO and President, and Martin Bengtsson, CFO, will host the call. We invite you to listen to the conference by calling toll-free 1-877-407-8289 (local dial-in 1-201-689-8341) five minutes prior to the scheduled start time of the conference call. The conference call will be available for replay two hours after the conclusion of the call through end of day Friday, May 14, 2021. To access the replay of the conference call, dial 1-877-660-6853 (local dial-in 1-201-612-7415), and use conference ID #13718858.

Segment Information

Balchem Corporation reports three business segments: Human Nutrition & Health, Animal Nutrition & Health, and Specialty Products. The Human Nutrition & Health segment delivers customized food and beverage ingredient systems, as well as key nutrients into a variety of applications across the food, supplement and pharmaceutical industries. The Animal Nutrition & Health segment manufactures and supplies products to numerous animal health markets. Through Specialty Products, Balchem provides specialty-packaged chemicals for use in healthcare and other industries, and also provides chelated minerals to the micronutrient agricultural market. Sales and production of products outside of our reportable segments and other minor business activities are included in “Other and Unallocated”.

Forward-Looking Statements

This release contains forward-looking statements, which reflect Balchem’s expectation or belief concerning future events that involve risks and uncertainties. Balchem can give no assurance that the expectations reflected in forward-looking statements will prove correct and various factors could cause results to differ materially from Balchem’s expectations, including risks and factors identified in Balchem’s annual report on Form 10-K for the year ended December 31, 2020. Forward-looking statements are qualified in their entirety by the above cautionary statement. Balchem assumes no duty to update its outlook or other forward-looking statements as of any future date.

Contact: Danielle Polanco, Balchem Corporation (Telephone: 845-326-5600)

Selected Financial Data (unaudited)

($ in 000’s)

Business Segment Net Sales:   Three Months Ended

March 31,
    2021   2020
Human Nutrition & Health   $ 104,516     $ 95,508  
Animal Nutrition & Health   51,148     48,641  
Specialty Products   28,008     27,996  
Other and Unallocated (1)   1,984     2,291  
Total   $ 185,656     $ 174,436  

Business Segment Earnings Before Income Taxes:   Three Months Ended

March 31,
    2021   2020
Human Nutrition & Health   $ 19,690     $ 12,135  
Animal Nutrition & Health   5,056     8,044  
Specialty Products   7,189     7,986  
Other and Unallocated (1)   (1,360 )   (1,887 )
Interest and other expense   (592 )   (1,788 )
Total   $ 29,983     $ 24,490  
         
(1) Other and Unallocated consists of a few minor businesses which individually do not meet the quantitative thresholds for separate presentation and corporate expenses that have not been allocated to a segment. Unallocated corporate expenses consist of: (i) Transaction and integration costs, ERP implementation costs, and unallocated legal fees totaling $234 and $1,272 for the three months ended March 31, 2021 and 2020 (refer to note 4 for descriptions of these charges), respectively, and (ii) Unallocated amortization expense of $604 and $401 for the three months ended March 31, 2021 and 2020, respectively, related to an intangible asset in connection with a company-wide ERP system implementation.

Selected Balance Sheet Items        
(Dollars in thousands)   (unaudited)    
    March 31, 2021   December 31, 2020
         
Cash and Cash Equivalents   $ 88,535     $ 84,571  
Accounts Receivable, net   106,806     98,214  
Inventories   77,022     70,620  
Other Current Assets   8,841     13,483  
Total Current Assets   281,204     266,888  
         
Property, Plant & Equipment, net   226,513     228,096  
Goodwill   526,246     529,463  
Intangible Assets with Finite Lives, net   113,659     121,660  
Right of Use Assets   8,708     8,410  
Other Assets   12,885     11,326  
Total Assets   $ 1,169,215     $ 1,165,843  
         
Current Liabilities   $ 88,763     $ 94,428  
Revolving Loan   153,569     163,569  
Deferred Income Taxes   51,865     51,359  
Derivative Liabilities   6,758     11,658  
Long-Term Obligations   18,768     16,596  
Total Liabilities   319,723     337,610  
         
Stockholders’ Equity   849,492     828,233  
         
Total Liabilities and Stockholders’ Equity   $ 1,169,215     $ 1,165,843  



Balchem Corporation

Condensed Consolidated Statements of Cash Flows

(Dollars in thousands)

(unaudited)

    Three Months Ended March 31,
    2021   2020
Cash flows from operating activities:        
Net earnings   $ 23,411     $ 19,768  
Adjustments to reconcile net earnings to net cash provided by operating activities:        
Depreciation and amortization   12,364     12,549  
Stock compensation expense   2,622     2,181  
Other adjustments   (161 )   634  
Changes in assets and liabilities   2,371     (12,567 )
Net cash provided by operating activities   40,607     22,565  
         
Cash flows from investing activities:        
Capital expenditures and intangible assets acquired   (6,312 )   (5,394 )
Proceeds from insurance and sale of assets   86      
Net cash used in investing activities   (6,226 )   (5,394 )
         
Cash flows from financing activities:        
Proceeds from revolving loan   5,000     10,000  
Principal payments on revolving loan   (15,000 )   (5,000 )
Principal payments on finance lease   (39 )    
Proceeds from stock options exercised   2,402     4,435  
Dividends paid   (18,700 )   (16,704 )
Purchase of treasury stock   (1,596 )   (891 )
Net cash used in financing activities   (27,933 )   (8,160 )
         
Effect of exchange rate changes on cash   (2,484 )   (724 )
         
Increase in cash and cash equivalents   3,964     8,287  
         
Cash and cash equivalents, beginning of period   84,571     65,672  
Cash and cash equivalents, end of period   $ 88,535     $ 73,959  






Non-GAAP Financial Information

In addition to disclosing financial results in accordance with United States (U.S.) generally accepted accounting principles (GAAP), this earnings release contains non-GAAP financial measures that we believe are helpful in understanding and comparing our past financial performance and our future results. The non-GAAP financial measures disclosed by the company exclude certain business combination accounting adjustments and certain other items related to acquisitions, certain unallocated equity compensation, and certain one-time or unusual transactions. These non-GAAP financial measures should not be considered a substitute for, or superior to, financial measures calculated in accordance with GAAP, and the financial results calculated in accordance with GAAP and reconciliations from these results should be carefully evaluated. Management believes that these non-GAAP measures provide useful information about the Company’s core operating results and thus are appropriate to enhance the overall understanding of the Company’s past financial performance and its prospects for the future. The non-GAAP financial measures in this press release include adjusted gross margin, adjusted earnings from operations, adjusted net earnings and the related adjusted per diluted share amounts, EBITDA, adjusted EBITDA, adjusted income tax expense, and free cash flow. EBITDA is defined as earnings before interest, other expense/income, taxes, depreciation and amortization. Adjusted EBITDA is defined as earnings before interest, other expense/income, taxes, depreciation, amortization, stock-based compensation, transaction and integration costs, indemnification settlements, legal settlements, ERP implementation costs, unallocated legal fees, the fair valuation of acquired inventory, goodwill impairment, and restructuring costs. Adjusted income tax expense is defined as income tax expense adjusted for the impact of ASU 2016-09. Free cash flow is defined as net cash provided by operating activities less capital expenditures and capitalized ERP implementation costs.

Set forth below are reconciliations of the non-GAAP financial measures to the most directly comparable GAAP financial measures.

Table 1

Reconciliation of Non-GAAP Measures to GAAP

(Dollars in thousands, except per share data)

(unaudited)

    Three Months Ended

March 31,
    2021   2020
Reconciliation of adjusted gross margin        
GAAP gross margin   $ 58,727     $ 55,331  
Inventory valuation adjustment (2)       208  
Amortization of intangible assets and finance lease (3)   489     724  
Adjusted gross margin   $ 59,216     $ 56,263  
         
Reconciliation of adjusted earnings from operations        
GAAP earnings from operations   $ 30,575     $ 26,278  
Inventory valuation adjustment (2)       208  
Amortization of intangible assets and finance lease (3)   6,536     6,979  
Transaction and integration costs, ERP implementation costs, and unallocated legal fees (4)   234     1,272  
Adjusted earnings from operations   $ 37,345     $ 34,737  
         
Reconciliation of adjusted net earnings        
GAAP net earnings   $ 23,411     $ 19,768  
Inventory valuation adjustment (2)       208  
Amortization of intangible assets and finance lease (3)   6,607     7,049  
Transaction and integration costs, ERP implementation costs, and unallocated legal fees (4)   234     1,272  
Income tax adjustment (5)   (1,805 )   (1,856 )
Adjusted net earnings   $ 28,447     $ 26,441  
         
Adjusted net earnings per common share – diluted   $ 0.87     $ 0.81  

The following table sets forth a reconciliation of Net Earnings calculated using amounts determined in accordance with GAAP to EBITDA and to Adjusted EBITDA for the three months ended March 31, 2021 and 2020.

Table 2

(unaudited)

    Three Months Ended

March 31,
  2021   2020
Net earnings – as reported   $ 23,411     $ 19,768  
Add back:        
Provision for income taxes   6,572     4,722  
Other expense   592     1,788  
Depreciation and amortization   12,293     12,479  
EBITDA   42,868     38,757  
Add back certain items:        
Non-cash compensation expense related to equity awards   2,622     2,134  
Inventory valuation adjustment (2)       208  
Transaction and integration costs, ERP implementation costs, and unallocated
legal fees (4)
  234     1,272  
Adjusted EBITDA   $ 45,724     $ 42,371  

The following table sets forth a reconciliation of our GAAP effective income tax rate to our non-GAAP effective income tax rate for the three months ended March 31, 2021 and 2020.

Table 3

(unaudited)

    Three Months Ended

March 31,
  2021   Effective Tax
Rate
  2020   Effective Tax
Rate
GAAP Income Tax Expense   $ 6,572     21.9 %   $ 4,722     19.3 %
Impact of ASU 2016-09 (6)   249         157      
Adjusted Income Tax Expense   $ 6,821     22.7 %   $ 4,879     19.9 %
                 

The following table sets forth a reconciliation of net cash provided by operating activities to free cash flow for the three months ended March 31, 2021 and 2020.

Table 4

(unaudited)

    Three Months Ended

March 31,
    2021   2020
Net cash provided by operating activities   $ 40,607        $ 22,565     
Capital expenditures and capitalized ERP implementation costs   (6,175 )     (5,152 )  
Free cash flow   $ 34,432        $ 17,413     

(2)
Inventory valuation adjustment: Business combination accounting principles require us to measure acquired inventory at fair value. The fair value of inventory reflects the acquired company’s cost of manufacturing plus a portion of the expected profit margin. The non-GAAP adjustment to our cost of sales excludes the expected profit margin component that is recorded under business combination accounting principles. We believe the adjustment is useful to investors as an additional means to reflect cost of sales and gross margin trends of our business.
 
(3)
Amortization of intangible assets and finance lease: Amortization of intangible assets and finance lease consists of amortization of customer relationships, trademarks and trade names, developed technology, regulatory registration costs, patents and trade secrets, capitalized loan issuance costs, other intangibles acquired primarily in connection with business combinations, an intangible asset in connection with a company-wide ERP system implementation, and one finance lease. We record expense relating to the amortization of these intangibles and finance lease in our GAAP financial statements. Amortization expenses for our intangible assets and finance lease are inconsistent in amount and are significantly impacted by the timing and valuation of an acquisition. Consequently, our non-GAAP adjustments exclude these expenses to facilitate an evaluation of our current operating performance and comparisons to our past operating performance.
 
(4)
Transaction and integration costs, ERP implementation costs and unallocated legal fees: Transaction and integration costs related to acquisitions and divestitures are expensed in our GAAP financial statements. ERP implementation costs related to a company-wide ERP system implementation are expensed in our GAAP financial statements. Unallocated legal fees for transaction-related non-compete agreement disputes are expensed in our GAAP financial statements. Management excludes these items for the purposes of calculating Adjusted EBITDA and other non-GAAP financial measures. We believe that excluding these items from our non-GAAP financial measures is useful to investors because these are items associated with each transaction and are inconsistent in amount and frequency causing comparison of current and historical financial results to be difficult.
 
(5)
Income tax adjustment: For purposes of calculating adjusted net earnings and adjusted diluted earnings per share, we adjust the provision for (benefit from) income taxes to tax effect the taxable and deductible non-GAAP adjustments described above as they have a significant impact on our income tax (benefit) provision. Additionally, the income tax adjustment is adjusted for the impact of adopting ASU 2016-09, “Improvements to Employee Share-Based Payment Accounting” and uses our non-GAAP effective rate applied to both our GAAP earnings before income tax expense and non-GAAP adjustments described above. See Table 3 for the calculation of our non-GAAP effective tax rate.
 
(6)
Impact of ASU 2016-09: The primary impact of ASU No. 2016-09, “Improvements to Employee Share-Based Payment Accounting” (“ASU 2016-09”), was the recognition during the three months ended March 31, 2021 and 2020, of excess tax benefits as a reduction to the provision for income taxes and the classification of these excess tax benefits in operating activities in the consolidated statement of cash flows instead of financing activities.



Clene Nanomedicine Receives Two Patent Notice of Allowances in the U.S. for Its Platform Nanocrystal Therapeutic Technology

IP portfolio now totals over 160 patents issued, allowed, and pending

SALT LAKE CITY, April 30, 2021 (GLOBE NEWSWIRE) — Clene Inc. (NASDAQ: CLNN) (along with its subsidiaries, “Clene”) and its wholly owned subsidiary Clene Nanomedicine, Inc., a clinical-stage biopharmaceutical company dedicated to revolutionizing the treatment of neurodegenerative disease using bioenergetic nanocatalysis, today announced the U.S. Patent and Trademark Office has issued Notices of Allowance for two important patent applications covering device and process claims for its platform technology and advanced stage clean-surfaced nanocrystal therapeutic candidates.

The first allowed application titled “Continuous Methods for Treating Liquids and Manufacturing Certain Constituents (e.g., Nanoparticles) in Liquids, Apparatuses and Nanoparticles and Nanoparticle/Liquid Solution(s) Resulting Therefrom” covers a broad set of device claims pertaining to Clene’s platform electrochemical technology for making solutions and suspensions.

Additionally, very broad process claims for forming nanocrystals (such as gold), in liquids, is covered in the second allowed application titled “Continuous, Semicontinuous and Batch Methods for Treating Liquids and Manufacturing Certain Constituents (e.g., Nanoparticles) in Liquids, Apparatuses and Nanoparticles and Nanoparticle/Liquid Solution(s) and Colloids Resulting Therefrom.”

Both patents, once issued, will continue to provide important intellectual property protection for CNM-Au8, Clene’s lead drug candidate. CNM-Au8 is now being evaluated across seven clinical studies for the treatment of amyotrophic lateral sclerosis (ALS), multiple sclerosis (MS), and Parkinson’s disease including a Phase 3 registration trial in ALS for which results are expected in the first half of 2022.

“Our leadership position in clean-surfaced nanocrystal therapeutics is fortified by our growing patent estate. These IP assets become increasingly valuable as our clinical pipeline advances, and as CNM-Au8 nears completion of its pivotal Phase 3 trial and potential commercialization,” stated Rob Etherington, President and CEO of Clene.

Clene’s worldwide patent portfolio in the new field of clean-surfaced nanocrystal therapeutics now includes over 130 patents issued and allowed, with around 30 more applications pending. The issued patents cover state of matter claims for suspensions and solutions, as well as processes for making the materials, devices for conducting the unique electro-crystal chemistry processes, and methods of using the novel materials.

About CNM-Au8

Clene’s lead drug candidate, CNM-Au8, a bioenergetic nanocatalyst, is a stable, aqueous suspension of catalytically active gold (Au) nanocrystals. In a patented breakthrough, clean surfaced nanocrystalline CNM-Au8 drives critical cellular bioenergetic reactions in the brain to increase cellular energy, accelerate neurorepair, and improve neuroprotection. CNM-Au8 crosses the blood-brain barrier and is not associated with the toxicities related to synthetic gold compounds or nanoparticles manufactured via synthetic chemistry. CNM-Au8 is currently being evaluated in a Phase 3 registration trial in amyotrophic lateral sclerosis (ALS), a Phase 2 trial examining disease progression via a novel electromyography technique in patients with early ALS, a Phase 2 trial for the treatment of chronic optic neuropathy in patients with stable relapsing multiple sclerosis (MS), and Phase 2 brain target engagement studies in patients with Parkinson’s disease (PD) and MS. CNM-Au8 has demonstrated safety in Phase 1 studies in healthy volunteers and has shown both remyelination and neuroprotective effects in multiple preclinical (animal) models. Preclinical data, both published in peer-reviewed journals and presented at scientific congresses, demonstrate that treatment of neuronal cultures with CNM-Au8 improves survival of neurons, protects neurite networks, decreases intracellular levels of reactive oxygen species and improves mitochondrial capacity in response to cellular stresses induced by multiple disease-relevant neurotoxins. Oral treatment with CNM-Au8 improved functional behaviors in rodent models of ALS, MS, and PD versus vehicle (placebo).

About Clene

Clene, a clinical-stage biopharmaceutical company focused on neurodegenerative disease, is leading the way by using nanotechnology to treat bioenergetic failure, which underlies many neurological diseases. Clene has innovated a novel nanotherapeutic platform to create a new class of drugs—bioenergetic nanocatalysts. Clene’s lead drug candidate, CNM-Au8, is a concentrated nanocrystalline gold (Au) suspension that drives critical cellular bioenergetic reactions in the CNS. CNM-Au8 increases cellular energy to accelerate neurorepair and improve neuroprotection. Currently, CNM-Au8 is being investigated for efficacy and safety in a Phase 3 registration trial for ALS and in Phase 2 trials for multiple sclerosis and Parkinson’s disease. Clene has also advanced into the clinic an aqueous solution of ionic zinc and silver for anti-viral and anti-microbial uses. The company is based in Salt Lake City, Utah with R&D and manufacturing operations in Maryland. For more information, please visit www.clene.com.

Forward-Looking Statements

This press release contains “forward-looking statements” within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995. Clene’s actual results may differ from its expectations, estimates and projections and consequently, you should not rely on these forward-looking statements as predictions of future events. Words such as “expect,” “estimate,” “project,” “budget,” “forecast,” “anticipate,” “intend,” “plan,” “may,” “will,” “could,” “should,” “believes,” “predicts,” “potential,” “might” and “continues,” and similar expressions are intended to identify such forward-looking statements. These forward-looking statements involve significant known and unknown risks and uncertainties, many of which are beyond Clene’s control and could cause actual results to differ materially and adversely from expected results. Factors that may cause such differences include Clene’s ability to demonstrate the efficacy and safety of its drug candidates; the clinical results for its drug candidates, which may not support further development or marketing approval; actions of regulatory agencies, which may affect the initiation, timing and progress of clinical trials and marketing approval; Clene’s ability to achieve commercial success for its marketed products and drug candidates, if approved; Clene’s ability to obtain and maintain protection of intellectual property for its technology and drugs; Clene’s reliance on third parties to conduct drug development, manufacturing and other services; Clene’s limited operating history and its ability to obtain additional funding for operations and to complete the licensing or development and commercialization of its drug candidates; the impact of the COVID-19 pandemic on Clene’s clinical development, commercial and other operations, as well as those risks more fully discussed in the section entitled “Risk Factors” in Clene’s Annual Report filed on Form 10K, as well as discussions of potential risks, uncertainties, and other important factors in Clene’s subsequent filings with the U.S. Securities and Exchange Commission. Clene undertakes no obligation to release publicly any updates or revisions to any forward-looking statements to reflect any change in its expectations or any change in events, conditions or circumstances on which any such statement is based, subject to applicable law. All information in this press release is as of the date of this press release. The information contained in any website referenced herein is not, and shall not be deemed to be, part of or incorporated into this press release.

Media Contact

Andrew Mielach
LifeSci Communications
(646) 876-5868
[email protected]

Investor Contact

Bruce Mackle
LifeSci Advisors, LLC
(929) 469-3859
[email protected]

Source: Clene Inc.



Greenlane and KushCo Announce Future Enterprise Leadership Team for Proposed Combined Company

Leadership Team Will Focus on Delivering Revenue and Cost Synergies, Growing Profitability, and Maximizing Value for All Shareholders

BOCA RATON, Fla. and CYPRESS, Calif., April 30, 2021 (GLOBE NEWSWIRE) — Greenlane Holdings, Inc. (“Greenlane”) (NASDAQ: GNLN) and KushCo Holdings, Inc. (”KushCo”) (OTCQX: KSHB) today announced the enterprise leadership team that will helm the proposed combined Greenlane and KushCo businesses following the consummation of the proposed merger (the “Transaction”).

As previously announced, Nick Kovacevich will lead the combined company as Chief Executive Officer. Greenlane’s Bill Mote will serve as Chief Financial Officer, with Greenlane Co-founder Aaron LoCascio serving as President and Greenlane Co-founder Adam Schoenfeld serving as Chief Strategy Officer.

Additionally, the following executives will join the combined company’s enterprise leadership team, reporting to Nick Kovacevich:

  • William (Bill) Bine, Chief Operating Officer
  • Rhiana Barr, Chief People Officer
  • Douglas Fischer, General Counsel
  • Richard Finlow, Managing Director, Europe
  • Michael Cellucci, President CPG Sales
  • Andrew Goodman, SVP Packaging

Additional senior leadership positions of the combined company will be named at a later date.

“We are thrilled to be assembling a best-in-class leadership team with decades of combined experience in cannabis and CPG. Collectively, we will form a leading ancillary cannabis company in our industry,” said Nick Kovacevich, KushCo’s Co-founder, Chairman, and Chief Executive Officer. “This team is fully capable of leading the combined organization and executing on our core strategies, which include building a world-class product and service platform, cross-selling to our complementary customer bases, and providing enhanced value to our amazing customers as they continue to expand and as the industry continues to evolve. This is an exciting and major step forward in the integration planning process, and I look forward to continue working with the rest of the leadership team to complete the planning process, build upon our high-performance teams and people first culture, and set the combined company up for success starting on day one.”

The companies anticipate that the Transaction will close by late second quarter or early third quarter 2021, subject to the satisfaction or waiver of all closing conditions, including the receipt of all necessary regulatory and stockholder approvals.

About KushCo Holdings, Inc.

KushCo Holdings, Inc. (OTCQX: KSHB) (www.kushco.com) is a premier provider of ancillary products and services to the legal cannabis and CBD industries. KushCo’s subsidiaries and brands provide product quality, exceptional customer service, compliance knowledge and a local presence in serving its diverse customer base, which consists of leading multi-state-operators (MSOs), licensed producers (LPs), and brands.

Founded in 2010, KushCo has now sold more than 1 billion units to growers, brand owners, processors and producers across North America, South America, and Europe, specializing in child-resistant compatible and fully customizable packaging, exclusive vape hardware and technology, and complementary solvents and natural products.

As a pioneer in the industry, KushCo continues to work to create a positive impact on the environment, society, and community through CSR and ESG initiatives, such as: offering sustainable and compostable packaging; donating PPE supplies to healthcare workers on the frontline fighting the COVID-19 pandemic; partnering with organizations such as Mission Green to offer social equity programs for industry inclusion; being one of the first in the industry to award paid time-off for all employees on November 3, 2020 (“Election Day”); and working to incorporate industry-leading corporate governance practices and a more diverse board makeup.

For more information on KushCo’s commitment to CSR and ESG initiatives, please visit the Company’s #KushCares page at www.kushco.com/kushcares.  

KushCo has been featured in media nationwide, including CNBC, Fox News, Yahoo Finance, Cheddar, Los Angeles Times, TheStreet.com, and Entrepreneur, Inc Magazine. For more information, visit www.kushco.com or call (888) 920-5874.

About Greenlane Holdings, Inc.

Greenlane Holdings, Inc. (NASDAQ: GNLN) is a global house of brands and one of the largest sellers of premium cannabis accessories, child-resistant packaging, and specialty vaporization products to smoke shops, dispensaries, and specialty retail stores, as well as direct to consumer through its online e-commerce platform, vapor.com. Founded in 2005, Greenlane serves more than 8,000 retail locations and has over 250 employees with operations in United States, Canada, and Europe. With a strong global footprint, Greenlane has been the partner of choice for many of the industry’s leading brands, who chose to leverage its strong distribution platform, unparalleled customer service, and highly efficient operations and logistics to accelerate their growth. Greenlane’s curated portfolio of owned brands includes EYCE, packaging innovator Pollen Gear™, VIBES™ rolling papers, Marley Natural™ Accessories; K.Haring Glass Collection, Aerospaced grinders, and Higher Standards which offers both an upscale product line as well as an innovative retail experiences with flagship stores located in Chelsea Market, New York and Malibu, California.

For additional information, please visit: https://gnln.com/.


Cautionary Statement Regarding Forward-Looking Statements

This communication includes forward-looking statements. These forward-looking statements generally can be identified by phrases such as “will,” “expects,” “anticipates,” “foresees,” “forecasts,” “estimates” or other words or phrases of similar import. These statements are based on current expectations, estimates and projections about the industry, markets in which Greenlane and KushCo operate, management’s beliefs, assumptions made by management and the transactions described in this communication. While Greenlane’s and KushCo’s management believes the assumptions underlying the forward-looking statements and information are reasonable, such information is necessarily subject to uncertainties and may involve certain risks, many of which are difficult to predict and are beyond management’s control. These risks include, but are not limited to: (1) the occurrence of any event, change or other circumstances that could give rise to the termination of the Merger Agreement; (2) the outcome of any legal proceedings that may be instituted against the parties and others following announcement of the Merger Agreement; (3) the inability to consummate the Transaction due to the failure to obtain the requisite stockholder approvals or the failure to satisfy other conditions to completion of the Transaction; (4) risks that the proposed Transaction disrupts current plans and operations of Greenlane and/or KushCo; (5) the ability to recognize the anticipated benefits of the Transaction; and (6) the amount of the costs, fees, expenses and charges related to the Transaction; and the other risks and important factors contained and identified in Greenlane’s and KushCo’s filings with the SEC, such as their respective most recent Annual Reports on Form 10-K, any of which could cause actual results to differ materially from the forward-looking statements in this communication.

There can be no assurance that the Transaction will in fact be consummated on the expected timeline or at all. We caution investors not to unduly rely on any forward-looking statements. The forward-looking statements speak only as of the date of this press release. Neither Greenlane nor KushCo is under any duty to update any of these forward-looking statements after the date of this communication, nor to conform prior statements to actual results or revised expectations, and neither Greenlane nor KushCo intends to do so.


Important Information for Investors and Stockholders

In connection with the proposed Transaction, Greenlane expects to file with the SEC a registration statement on Form S-4 that will include a joint proxy statement of Greenlane and KushCo that also constitutes a prospectus of Greenlane, which joint proxy statement will be mailed or otherwise disseminated to Greenlane’s and KushCo’s respective stockholders when it becomes available. Greenlane and KushCo also plan to file other relevant documents with the SEC regarding the proposed Transaction. INVESTORS ARE URGED TO READ THE JOINT PROXY STATEMENT/PROSPECTUS AND OTHER RELEVANT DOCUMENTS FILED WITH THE SEC IF AND WHEN THEY BECOME AVAILABLE, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION.

Investors and security holders may obtain free copies of the registration statement and the joint proxy statement/prospectus (if and when it becomes available) and other relevant documents filed by Greenlane and KushCo with the SEC at the SEC’s website at www.sec.gov. Copies of the documents filed by the companies will be available free of charge on their respective websites at www.gnln.com and www.kushco.com.


Participants in Solicitation

Greenlane, KushCo and their respective directors and executive officers may be considered participants in the solicitation of proxies in connection with the proposed transaction. Information about the directors and executive officers of Greenlane is set forth in its proxy statement for its 2020 annual meeting of stockholders, which was filed with the SEC on April 24, 2020. Information about the directors and executive officers of KushCo is set forth in its proxy statement for its 2021 annual meeting of stockholders, which was filed with the SEC on December 28, 2020. These documents can be obtained free of charge from the sources indicated above. Additional information regarding the participants in the proxy solicitations and a description of their direct and indirect interests, by security holdings or otherwise, will be contained in the joint proxy statement/prospectus and other relevant materials to be filed with the SEC when they become available.


No Offer or Solicitation

This communication is not intended to and shall not constitute an offer to sell or the solicitation of an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote of approval, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended.

Greenlane Investor Contact:

Rob Kelly
Investor Relations, MATTIO Communications
[email protected]
1-416-992-4539

Greenlane Media Contact:
MATTIO Communications
[email protected]

KushCo Holdings
Investor Contact:

Najim Mostamand, CFA
Director of Investor Relations
714-539-7653
[email protected]

KushCo Holdings
Media Contact:

Caldwell Strategic Consulting
Gianno Caldwell
[email protected]
773-593-6323



Green Thumb Industries Announces US $217 Million Senior Debt Financing


  • Secures Additional Funding at Industry Leading Interest Rate of 7%


  • Retires Existing Senior Secured Debt due May 2023

  • Low-Cost Capital Strengthens Balance Sheet to Accelerate U.S. Expansion Strategy

CHICAGO and VANCOUVER, British Columbia, April 30, 2021 (GLOBE NEWSWIRE) — Green Thumb Industries Inc. (“Green Thumb” or the “Company”) (CSE: GTII) (OTCQX: GTBIF), a leading national cannabis consumer packaged goods company and owner of Rise™ Dispensaries, today announced the Company has closed on a US $217 million senior non-brokered private placement financing through the issuance of senior secured notes (the “Notes”). The Company intends to use the proceeds to retire the Company’s existing US $105 million senior secured debt due May 2023 and for general working capital purposes as well as various growth initiatives.

“History has taught us that the winners in new industries are those with the lowest cost of capital and the strongest balance sheets,” said GTI Founder and CEO Ben Kovler. “Our successful non-brokered offering (gross=net) was supported by members of the management team in addition to a diverse group of new and existing high-quality, institutional investors who share in our strategic vision and plan to capitalize on the opportunities ahead. This financing represents industry-leading cost of capital in the legal cannabis industry and strengthens our balance sheet. This new capital will allow us to focus on shareholder value creation through strategic investments to scale our existing operations in addition to accretive M&A opportunities.”

The Notes have a maturity date of April 30, 2024 and will bear interest from the date of issue at 7% per annum, payable quarterly, with an option, at the discretion of the Company, to extend an additional 12 months. The financing permits the Company to borrow an additional US $33 million over the next twelve months. The purchasers of the Notes also received an aggregate of 1,459,043 warrants (the “Warrants”). Each Warrant is exercisable to purchase one subordinate voting share of GTI at an exercise price of US $32.68 per share, for a period of 60 months from the date of issue.

Certain insiders participated in the financing, purchasing an aggregate of approximately US $3 million of Notes. Pursuant to Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (“MI 61-101”), such insider participation is a “related party transaction.” The Company is exempt from certain requirements of MI 61-101 in connection with the insider participation in reliance on sections 5.5(a) and 5.7(1)(a) of MI 61-101, as the aggregate value of the insider participation does not exceed 25% of the market capitalization of the Company. Further details will be included in the Company’s material change report to be filed within the prescribed time. Such material change report was not filed more than 21 days prior to closing of the financing due to the timing of the announcement and closing occurring in less than 21 days.

About Green Thumb Industries:
Green Thumb, a national cannabis consumer packaged goods company and retailer, promotes well-being through the power of cannabis while giving back to the communities in which it serves. Green Thumb manufactures and distributes a portfolio of branded cannabis products including Beboe, Dogwalkers, Dr. Solomon’s, incredibles, Rythm and The Feel Collection. The company also owns and operates rapidly growing national retail cannabis stores called Rise™. Headquartered in Chicago, Illinois, Green Thumb has 13 manufacturing facilities, licenses for 97 retail locations and operations across 12 U.S. markets. Established in 2014, Green Thumb employs over 2,400 people and serves thousands of patients and customers each year. The company was named a Best Workplace 2018 by Crain’s Chicago Business and MG Retailer magazine in 2018 and 2019. More information is available at www.GTIgrows.com.

Cautionary Note Regarding Forward-Looking Information 

This press release contains statements which may constitute “forward-looking information” within the meaning of applicable securities laws. Forward-looking information is often identified by the words “may”, “would”, “could”, “should”, “will”, “intend”, “plan”, “anticipate”, “believe”, “estimate”, “expect”, or similar expressions and include information relating to the use of proceeds from the financing, plans to capitalize on future opportunities and the scaling of the Company’s existing operations in addition to accretive M&A opportunities.

The forward‐looking information in this news release is based upon the expectations of future events which management believes to be reasonable. Any forward‐looking information speaks only as of the date on which it is made, and, except as required by law, Green Thumb does not undertake any obligation to update or revise any forward‐looking information, whether as a result of new information, future events or otherwise. The forward‐looking information in this news release is subject to a variety of known and unknown risks, uncertainties and other factors that could cause actual events or results to differ from those express or implied. When considering these forward‐looking statements, readers should keep in mind the risk factors and other cautionary statements in Green Thumb’s public filings with the applicable securities regulatory authorities on the SEC’s website at www.sec.gov and on SEDAR at www.sedar.com.

Investor Contact: Media Contact:
   
Jennifer Dooley Briana Chester
Chief Strategy Officer MATTIO Communications
[email protected] [email protected]
310-622-8257 424-465-4419

Source: Green Thumb Industries



WisdomTree Announces First Quarter 2021 Results – Diluted Earnings Per Share of $0.09 ($0.08, as adjusted)

NEW YORK, April 30, 2021 (GLOBE NEWSWIRE) — WisdomTree Investments, Inc. (NASDAQ: WETF) today reported financial results for the first quarter of 2021.

$15.1 million net income ($12.51 million net income, as adjusted), see “Non-GAAP Financial Measurements” for additional information.

$2.7 million of non-cash items, including a gain on revaluation of deferred consideration – gold payments of $2.8 million and other non-operating gains and charges.

$69.5 billion of ending AUM, an increase of 3.2% arising from net inflows and market appreciation.

$1.3 billion of net inflows, driven by inflows into our emerging markets equity products.

0.42% average global advisory fee, an increase of 1 basis point due to AUM mix shift.

$72.8 million of operating revenues, an increase of 8.6% due to higher average AUM and a higher average global advisory fee.
                                                                                                                                                       
78.7% gross margin1, a 3.1 point increase from the previous quarter.

25.5% operating income margin, a 6.3 point increase primarily due to higher revenues.

$0.03 quarterly dividend
declared, payable on May 26, 2021 to stockholders of record as of the close of business on May 12, 2021.

Update from Jarrett Lilien, WisdomTree President and COO


“We continue to deliver on our plan to invest in growth and our people, as well as drive efficiencies in the business.  Our first quarter results make clear that we are executing well on all fronts. We generated strong organic growth with $1.3 billion of net inflows this quarter, and our assets under management are at a new record of just under $73 billion.  Our thematic products, including cloud computing, artificial intelligence, battery technology and cybersecurity, have been a success with strong inflows across both our U.S. and European platforms.

Overall, top-line growth led to one of our best all-around quarters, with strong revenues and expanding operating margins and net income. Our team remains focused and dedicated to exceptional execution. This, and the breadth and diversified mix of our business, gives us confidence that our momentum is sustainable.”
 

Update from Jonathan Steinberg, WisdomTree CEO


“The takeaways from this quarter are simple: continued growth, momentum and strong execution. As I have said before, WisdomTree is operating with even greater speed, efficiency and inclusion in our new, remote-first orientation.  Our results are clear evidence of this.  

In the crypto asset space, we have been laser focused on execution. In March, we filed for the WisdomTree Bitcoin Trust with the SEC. Earlier this month, we cross-listed our European-domiciled WisdomTree Bitcoin ETP (BTCW) in Germany, appointed Coinbase Custody as a custodian and received approval to passport BTCW in the European Union (EU), allowing for a wider audience to access and invest in the product. Just yesterday, we launched a physically backed Ethereum ETP (ETHW) in Europe.

Additionally, we’ve made advancements in our blockchain initiatives. In the U.S., we filed for the WisdomTree Digital Short-Term Treasury Fund with the SEC, leveraging Securrency’s technology.  We also invested in Securrency’s Series B funding round, as we believe their team is uniquely suited to lead in blockchain-based fintech and regtech going forward. Our ongoing financial commitment reaffirms the strength of our support and partnership in shaping the future of financial services with Securrency and our fellow investors.”

OPERATING AND FINANCIAL HIGHLIGHTS

  Three Months Ended
  Mar. 31,
2021
Dec. 31,
2020
Sept. 30,
2020
June 30,
2020
Mar. 31,
2020

Consolidated Operating Highlights ($ in billions):
         
AUM $ 69.5   $ 67.4   $ 60.7   $ 57.7   $ 50.3  
Net inflows/(outflows) $ 1.3   $ 0.9   $ (0.5 ) $ 0.1   $ (0.5 )
Average AUM $ 69.6   $ 64.1   $ 61.2   $ 55.7   $ 60.2  
Average advisory fee   0.42 %   0.41 %   0.42 %   0.41 %   0.42 %
           
           

Consolidated Financial Highlights


($ in millions, except per share amounts):
         
Operating revenues $ 72.8   $ 67.1   $ 64.6   $ 58.1   $ 63.9  
Net income/(loss) $ 15.1   $ (13.5 ) $ (0.3 ) $ (13.3 ) $ (8.6 )
Diluted earnings/(loss) per share $ 0.09   $ (0.10 ) $ (0.01 ) $ (0.09 ) $ (0.06 )
Operating income margin   25.5 %   19.2 %   22.8 %   20.3 %   24.5 %
As Adjusted (Non-GAAP
1):
         
Gross margin   78.7 %   75.6 %   76.5 %   75.1 %   77.3 %
Net income, as adjusted $ 12.5   $ 9.2   $ 11.0   $ 8.5   $ 11.2  
Diluted earnings per share, as adjusted $ 0.08   $ 0.06   $ 0.07   $ 0.05   $ 0.07  
Operating income margin, as adjusted   25.5 %   19.2 %   22.8 %   20.4 %   25.1 %

RECENT BUSINESS DEVELOPMENTS


Company News

  • In March 2021, we filed for the WisdomTree Bitcoin Trust with the SEC; and we invested in Securrency’s Series B funding round.
  • In April 2021, we filed for the WisdomTree Digital Short-Term Treasury Fund with the SEC, leveraging Securrency’s blockchain-based financial technology.

Product News

  • In February 2021, we launched tax-smart WisdomTree Model Portfolios technology, in collaboration with 55ip, a financial technology company; we listed the WisdomTree Core Physical Gold ETP (WGLD) on Borsa Italiana; we launched the WisdomTree European Union Bond UCITS ETF (EUBO) on Borsa Italiana and Börse Xetra; we launched the WisdomTree Energy Enhanced – EUR Daily Hedged ETC (WNRG) on Börse Xetra; and 16 WisdomTree commodity ETPs began tracking Solactive and Bloomberg Commodity (BCOM) indices in a move to make the products more immune to extreme volatility.
  • In March 2021, we listed the WisdomTree Core Physical Gold ETP (WGLD) on Börse Xetra along with a new trading line on the London Stock Exchange; we listed the WisdomTree Cyber Security UCITS ETF on SIX, the Swiss stock exchange, following a global launch in December 2020; we appointed Coinbase Custody as a custodian for the WisdomTree Bitcoin ETP (BTCW); and we received approval from the Swedish regulator to passport the WisdomTree Bitcoin ETP in the EU countries of Austria, Belgium, Denmark, Finland, France, Germany, Italy, Ireland, Luxembourg, Netherlands, Norway, Spain and Sweden.
  • In April 2021, we listed the WisdomTree Bitcoin ETP on Börse Xetra; and we expanded the range of cryptocurrency ETPs available to European investors with the launch of the WisdomTree Ethereum ETP (ETHW), now listed on SIX, the Swiss Stock Exchange and Börse Xetra. The ETP is also passported across the EU.

WISDOMTREE INVESTMENTS, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

(in thousands, except per share amounts)

(Unaudited)

  Three Months Ended


  Mar. 31,
2021
  Dec. 31,
2020
  Sept. 30,
2020
  June 30,
2020
  Mar. 31,
2020
Operating Revenues:                            
Advisory fees $ 71,616     $ 66,105     $ 63,919     $ 57,208     $ 62,950  
Other income 1,214     954     721     918     924  
Total revenues 72,830     67,059     64,640     58,126     63,874  
Operating Expenses:                            
Compensation and benefits 22,627     20,827     19,098     17,455     17,295  
Fund management and administration 15,521     16,350     15,219     14,461     14,485  
Marketing and advertising 3,006     3,715     2,996     1,949     2,468  
Sales and business development 2,145     2,595     2,386     2,181     3,417  
Contractual gold payments 4,270     4,449     4,539     4,063     3,760  
Professional fees 2,013     1,322     950     1,357     1,273  
Occupancy, communications and equipment 1,475     1,622     1,611     1,643     1,551  
Depreciation and amortization 252     261     253     251     256  
Third-party distribution fees 1,343     1,291     1,233     1,340     1,355  
Acquisition and disposition-related costs             33     383  
Other 1,571     1,720     1,611     1,596     1,997  
Total operating expenses 54,223     54,152     49,896     46,329     48,240  
Operating income 18,607     12,907     14,744     11,797     15,634  
Other Income/(Expenses):                            
Interest expense (2,296 )   (2,694 )   (2,511 )   (2,044 )   (2,419 )
Gain/(loss) on revaluation of deferred consideration – gold payments 2,832     (22,385 )   (8,870 )   (23,358 )   (2,208 )
Interest income 231     351     111     119     163  
Impairments (303 )       (3,080 )       (19,672 )
Loss on extinguishment of debt             (2,387 )    
Other gains and losses, net (5,893 )   524     744     1,819     (2,507 )
Income/(loss) before income taxes 13,178     (11,297 )   1,138     (14,054 )   (11,009 )
Income tax (benefit)/expense (1,969 )   2,200     1,408     (804 )   (2,371 )
Net income/(loss) $ 15,147     $ (13,497 )   $ (270 )   $ (13,250 )   $ (8,638 )
Earnings/(loss) per share – basic $0.092     ($0.10)2     ($0.01)2     ($0.09)     ($0.06)  
Earnings/(loss) per share – diluted $0.09     ($0.10)2     ($0.01)2     ($0.09)     ($0.06)  
Weighted average common shares – basic 145,649     145,096     145,564     151,623     152,519  
Weighted average common shares – diluted 161,831     145,096     145,564     151,623     152,519  
                             

As Adjusted (Non-GAAP1)
                           
Total operating expenses $ 54,223     $ 54,152     $ 49,896     $ 46,296     $ 47,857  
Operating income $ 18,607     $ 12,907     $ 14,744     $ 11,830     $ 16,017  
Income before income taxes $ 15,583     $ 11,504     $ 13,242     $ 10,911     $ 14,358  
Income tax expense $ 3,079     $ 2,281     $ 2,205     $ 2,417     $ 3,134  
Net income $ 12,504     $ 9,223     $ 11,037     $ 8,494     $ 11,224  
Earnings per share – diluted $ 0.08     $ 0.06     $ 0.07     $ 0.05     $ 0.07  

QUARTERLY HIGHLIGHTS


Operating Revenues

  • Operating revenues increased 8.6% and 14.0% from the fourth quarter of 2020 and first quarter of 2020, respectively, due to higher average global AUM arising from market appreciation and net inflows.
  • Our average global advisory fee was 0.42%, 0.41% and 0.42% during the first quarter of 2021, the fourth quarter of 2020 and the first quarter of 2020, respectively.


Operating Expenses

  • Operating expenses were essentially unchanged from the fourth quarter of 2020.  Higher compensation, due to seasonal payroll taxes, and higher professional fees from our digital assets initiative, were offset by lower fund management and administration costs as the prior quarter included costs arising from Brexit and fund rebalances, as well as lower marketing and sales and business development expenses.
  • Operating expenses increased 12.4% from the first quarter of 2020 due to higher incentive compensation, fund management and administration costs, professional fees, contractual gold payments and marketing expenses, partly offset by lower sales and business development and other expenses.


Other Income/(Expenses)

  • Interest expense declined 14.8% from the fourth quarter of 2020 upon the early adoption of a new accounting standard applicable to our convertible notes, which became effective January 1, 2021 and eliminated the requirement to bifurcate certain conversion options embedded in convertible instruments.  Previously, the discount arising from bifurcation was amortized as interest expense over the life of the instrument.  Interest expense declined 5.1% from the first quarter of 2020 primarily due to lower levels of debt outstanding.
  • We recognized a non-cash gain on revaluation of deferred consideration of $2.8 million during the first quarter of 2021.  The gain was due to a decline in spot gold prices, partly offset by a steepening of the forward-looking gold curve.  The magnitude of any gain or loss recognized is highly correlated to the magnitude of the change in the forward-looking price of gold.
  • During the quarter, we recognized an impairment charge of $0.3 million upon exiting our London office. 
  • Other net losses were $5.9 million for the quarter.  The quarter includes the release of a tax-related indemnification asset of $5.2 million upon the expiration of the statute of limitations related to our acquisition of ETFS in 2018.  An equal and offsetting benefit has been recognized in income tax expense.  The quarter also includes an unrealized gain of $0.2 million recognized on our investment in Securrency due to its recent capital raise.  Gains and losses also generally arise from the sale of gold earned from management fees paid by our physically-backed gold ETPs, foreign exchange fluctuations, securities owned and other miscellaneous items.


Income Taxes

  • We recorded an income tax benefit of $2.0 million in the quarter primarily due to the release of the tax-related indemnification asset described above, a non-taxable gain on revaluation of deferred consideration and a lower tax rate on foreign earnings, partly offset by tax shortfalls associated with the vesting and exercise of stock-based compensation awards.
  • Our adjusted effective income tax rate was 19.8%1.

CONFERENCE CALL

WisdomTree will discuss its results and operational highlights during a conference call on Friday, April 30, 2021 at 9:00 a.m. ET. The call-in number is (877) 303-7209. Anyone outside the U.S. or Canada should call (970) 315-0420. The slides used during the presentation will be available at http://ir.wisdomtree.com. For those unable to join the conference call at the scheduled time, an audio replay will be available on http://ir.wisdomtree.com.

ABOUT WISDOMTREE

WisdomTree Investments, Inc., through its subsidiaries in the U.S. and Europe (collectively, “WisdomTree”), is an ETF and ETP sponsor and asset manager headquartered in New York. WisdomTree offers products covering equity, commodity, fixed income, leveraged and inverse, currency and alternative strategies. WisdomTree currently has approximately $72.9 billion in assets under management globally.

WisdomTree® is the marketing name for WisdomTree Investments, Inc. and its subsidiaries worldwide.

     
   
1 See “Non-GAAP Financial Measurements.” 
2 Earnings/(loss) per share (“EPS”) is calculated pursuant to the two-class method as it results in a lower EPS amount as compared to the treasury stock method.

Contact Information:

Corporate Communications

Jessica Zaloom
+1.917.267.3735
 [email protected]

WisdomTree Investments, Inc.

Key Operating Statistics (Unaudited)
Three Months Ended
  Mar. 31,


2021
  Dec. 31,


2020
  Sept. 30,


2020



  June 30,


2020



  Mar. 31,


2020




GLOBAL ETPs ($ in millions)
                                     
Beginning of period assets $ 67,392     $ 60,710     $ 57,666     $ 50,347     $ 63,615  
Assets sold                           (778 )
Inflows/(outflows)   1,279       881       (477 )     126       (536 )
Market appreciation/(depreciation)   866       5,898       3,567       7,489       (11,934 )
Fund closures         (97 )     (46 )     (296 )     (20 )
End of period assets $ 69,537     $ 67,392     $ 60,710     $ 57,666     $ 50,347  
Average assets during the period $ 69,552     $ 64,125     $ 61,216     $ 55,708     $ 60,189  
Average advisory fee during the period   0.42 %     0.41 %     0.42 %     0.41 %     0.42 %
Revenue days   90       92       92       91       91  
Number of ETFs – end of the period   313       309       305       311       331  
             

U.S. LISTED ETFs ($ in millions)
           
Beginning of period assets $ 38,517     $ 33,310     $ 31,362     $ 28,920     $ 40,600  
Inflows/(outflows)   1,343       919       575       (1,474 )     (1,273 )
Market appreciation/(depreciation)   2,303       4,385       1,373       4,030       (10,397 )
Fund closures         (97 )           (114 )     (10 )
End of period assets $ 42,163     $ 38,517     $ 33,310     $ 31,362     $ 28,920  
Average assets during the period $ 40,673     $ 36,002     $ 32,984     $ 30,626     $ 36,940  
Average advisory fee during the period   0.40 %     0.40 %     0.41 %     0.41 %     0.43 %
Number of ETFs – end of the period   68       67       67       67       77  
             

INTERNATIONAL LISTED ETPs ($ in millions)
           
Beginning of period assets $ 28,875     $ 27,400     $ 26,304     $ 21,427     $ 23,015  
Assets sold                           (778 )
Inflows/(outflows)   (64 )     (38 )     (1,052 )     1,600       737  
Market appreciation/(depreciation)   (1,437 )     1,513       2,194       3,459       (1,537 )
Fund closures               (46 )     (182 )     (10 )
End of period assets $ 27,374     $ 28,875     $ 27,400     $ 26,304     $ 21,427  
Average assets during the period $ 28,879     $ 28,123     $ 28,232     $ 25,082     $ 23,249  
Average advisory fee during the period   0.44 %     0.42 %     0.42 %     0.41 %     0.40 %
Number of ETPs – end of the period   245       242       238       244       254  
             

PRODUCT CATEGORIES ($ in millions)
           
Commodity & Currency            
Beginning of period assets $ 26,047     $ 25,122     $ 24,191     $ 19,748     $ 19,947  
Inflows/(outflows)   (624 )     (254 )     (1,106 )     1,325       622  
Market appreciation/(depreciation)   (1,389 )     1,179       2,037       3,118       (821 )
End of period assets $ 24,034     $ 26,047     $ 25,122     $ 24,191     $ 19,748  
Average assets during the period $ 25,555     $ 25,676     $ 25,878     $ 22,964     $ 20,302  
             
U.S. Equity            
Beginning of period assets $ 18,367     $ 15,612     $ 13,997     $ 12,151     $ 17,732  
Inflows/(outflows)   218       395       897       (241 )     (285 )
Market appreciation/(depreciation)   1,434       2,360       718       2,087       (5,296 )
End of period assets $ 20,019     $ 18,367     $ 15,612     $ 13,997     $ 12,151  
Average assets during the period $ 19,293     $ 17,050     $ 15,141     $ 13,302     $ 16,011  
             
Emerging Market Equity            
Beginning of period assets $ 8,539     $ 5,979     $ 5,413     $ 4,600     $ 6,400  
Inflows/(outflows)   1,662       1,399       257       (25 )     69  
Market appreciation/(depreciation)   276       1,161       309       838       (1,869 )
End of period assets $ 10,477     $ 8,539     $ 5,979     $ 5,413     $ 4,600  
Average assets during the period $ 9,871     $ 7,249     $ 5,917     $ 5,129     $ 5,919  
             

  Three Months Ended


  Mar. 31,


2021



  Dec. 31,


2020



  Sept. 30,


2020



  June 30,


2020



  Mar. 31,


2020



International Developed Market Equity                                      
Beginning of period assets $ 9,414     $ 8,621     $ 8,839     $ 8,659     $ 13,011  
Inflows/(outflows)   17       (191 )     (587 )     (965 )     (1,097 )
Market appreciation/(depreciation)   560       984       369       1,145       (3,255 )
End of period assets $ 9,991     $ 9,414     $ 8,621     $ 8,839     $ 8,659  
Average assets during the period $ 9,793     $ 8,930     $ 8,835     $ 8,779     $ 11,453  
                                       
Fixed Income                                      
Beginning of period assets $ 3,324     $ 3,630     $ 3,530     $ 3,527     $ 3,585  
Inflows/(outflows)   10       (330 )     76       (53 )     21  
Market appreciation/(depreciation)   (73 )     24       24       56       (79 )
End of period assets $ 3,261     $ 3,324     $ 3,630     $ 3,530     $ 3,527  
Average assets during the period $ 3,253     $ 3,472     $ 3,605     $ 3,523     $ 3,653  
                                       
Leveraged & Inverse                                      
Beginning of period assets $ 1,487     $ 1,430     $ 1,350     $ 896     $ 1,138  
Inflows/(outflows)   (4 )     (118 )     (9 )     312       12  
Market appreciation/(depreciation)   45       175       89       142       (254 )
End of period assets $ 1,528     $ 1,487     $ 1,430     $ 1,350     $ 896  
Average assets during the period $ 1,564     $ 1,436     $ 1,482     $ 1,169     $ 1,147  
                                       
Alternatives                                      
Beginning of period assets $ 214     $ 229     $ 225     $ 244     $ 358  
Inflows/(outflows)         (26 )     (4 )     (29 )     (66 )
Market appreciation/(depreciation)   13       11       8       10       (48 )
End of period assets $ 227     $ 214     $ 229     $ 225     $ 244  
Average assets during the period $ 223     $ 224     $ 226     $ 226     $ 328  
                                       
Closed ETPs                                      
Beginning of period assets $     $ 87     $ 121     $ 522     $ 1,444  
Assets sold                           (778 )
Inflows/(outflows)         6       (1 )     (198 )     188  
Market appreciation/(depreciation)         4       13       93       (312 )
Fund closures .         (97 )     (46 )     (296 )     (20 )
End of period assets $     $     $ 87     $ 121     $ 522  
Average assets during the period $     $ 88     $ 132     $ 616     $ 1,376  
                                       
Headcount   227       217       211       214       210  

Note: Previously issued statistics may be restated due to fund closures and trade adjustments
Source: WisdomTree

WISDOMTREE INVESTMENTS, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(in thousands, except per share amounts)

  Mar. 31,
2021



  Dec. 31,
2020



  (Unaudited)


       
ASSETS              
Current assets:              
Cash and cash equivalents $ 62,302     $ 73,425  
Securities owned, at fair value   34,771       34,895  
Accounts receivable   30,341       29,455  
Income taxes receivable   126        
Prepaid expenses   4,187       3,827  
Other current assets   237       259  
Total current assets   131,964       141,861  
Fixed assets, net   7,432       7,579  
Securities held-to-maturity   411       451  
Deferred tax assets, net   6,215       8,063  
Investments   13,849       8,112  
Right of use assets – operating leases   15,841       16,327  
Goodwill   85,856       85,856  
Intangible assets   601,247       601,247  
Other noncurrent assets   180       180  
Total assets $ 862,995     $ 869,676  
     
LIABILITIES AND STOCKHOLDERS’ EQUITY    
LIABILITIES    
Current liabilities:    
Fund management and administration payable $ 17,980     $ 19,564  
Compensation and benefits payable   8,568       22,803  
Deferred consideration – gold payments   15,637       17,374  
Operating lease liabilities   2,958       3,135  
Income taxes payable         916  
Accounts payable and other liabilities   11,415       10,207  
Total current liabilities   56,558       73,999  
Convertible notes   171,163       166,646  
Deferred consideration – gold payments   211,509       212,763  
Operating lease liabilities   17,012       17,434  
Total liabilities   456,242       470,842  
Preferred stock – Series A Non-Voting Convertible, par value $0.01; 14.750 shares authorized, issued and outstanding   132,569       132,569  
     
STOCKHOLDERS’ EQUITY    
Common stock, par value $0.01; 250,000 shares authorized:    
Issued and outstanding: 149,811 and 148,716 at March 31, 2021 and December 31, 2020, respectively .   1,498       1,487  
Additional paid-in capital   314,274       317,075  
Accumulated other comprehensive income   985       1,102  
Accumulated deficit .   (42,573 )     (53,399 )
Total stockholders’ equity   274,184       266,265  
Total liabilities and stockholders’ equity $ 862,995     $ 869,676  
     

WISDOMTREE INVESTMENTS, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands)

(Unaudited)  

    Three Months Ended


    Mar. 31,
2021



  Mar. 31,
2020



Cash flows from operating activities:              
  Net income/(loss) $ 15,147     $ (8,638 )
  Adjustments to reconcile net income/(loss) to net cash provided by/(used in) operating activities:              
  Advisory fees received in gold, other precious metals and bitcoin   (19,757 )     (13,860 )
  Contractual gold payments   4,270       3,760  
  Stock-based compensation   3,143       3,239  
  Deferred income taxes   2,904       4,526  
  (Gain)/loss on revaluation of deferred consideration – gold payments .   (2,832 )     2,208  
  Amortization of right of use asset   697       798  
  Amortization of issuance costs – convertible notes   429        
  Impairments   303       19,672  
  Depreciation and amortization   252       256  
  Gain on sale – Canadian ETF business         (2,877 )
  Amortization of issuance costs – former credit facility         723  
  Other   (235 )     (31 )
  Changes in operating assets and liabilities:              
  Securities owned, at fair value   124       (2,942 )
  Accounts receivable   290       5,850  
  Prepaid expenses   (362 )     (616 )
  Gold, other precious metals and bitcoin   14,166       9,838  
  Other assets   5       139  
  Fund management and administration payable   (1,470 )     537  
  Compensation and benefits payable   (14,245 )     (22,688 )
  Income taxes receivable/payable   (1,028 )     (2,032 )
  Securities sold, but not yet purchased, at fair value         (112 )
  Operating lease liabilities   (918 )     (926 )
  Accounts payable and other liabilities   982       542  
  Net cash provided by/(used in) operating activities   1,865       (2,634 )
               
Cash flows from investing activities:              
  Purchase of investments   (5,500 )      
  Purchase of fixed assets   (103 )     (50 )
  Proceeds from held-to-maturity securities maturing or called prior to maturity   38       6,030  
  Proceeds from sale of Canadian ETF business, net         2,774  
  Net cash (used in)/provided by investing activities   (5,565 )     8,754  
               
Cash flows from financing activities:              
  Dividends paid   (4,937 )     (5,136 )
  Shares repurchased   (2,630 )     (1,495 )
  Repayment of debt         (5,000 )
  Proceeds from exercise of stock options   379       240  
  Net cash used in financing activities   (7,188 )     (11,391 )
Decrease in cash flows due to changes in foreign exchange rate   (235 )     (1,272 )
Decrease in cash and cash equivalents   (11,123 )     (6,543 )
Cash and cash equivalents – beginning of year   73,425       74,972  
Cash and cash equivalents – end of period $ 62,302     $ 68,429  
               
Supplemental disclosure of cash flow information:              
  Cash paid for taxes $ 1,278     $ 1,147  
  Cash paid for interest $     $ 2,312  
                 

Non-GAAP Financial Measurements

In an effort to provide additional information regarding our results as determined by GAAP, we also disclose certain non-GAAP information which we believe provides useful and meaningful information. Our management reviews these non-GAAP financial measurements when evaluating our financial performance and results of operations; therefore, we believe it is useful to provide information with respect to these non-GAAP measurements so as to share this perspective of management. Non-GAAP measurements do not have any standardized meaning, do not replace nor are superior to GAAP financial measurements and are unlikely to be comparable to similar measures presented by other companies. These non-GAAP financial measurements should be considered in the context with our GAAP results. The non-GAAP financial measurements contained in this press release include:

  • Adjusted operating income, operating expenses, income before income taxes, income tax expense,
    net income and diluted earnings per share.  We disclose adjusted operating income, operating expenses, income before income taxes, income tax expense, net income and diluted earnings per share as non-GAAP financial measurements in order to report our results exclusive of items that are non-recurring or not core to our operating business.  We believe presenting these non-GAAP financial measures provides investors with a consistent way to analyze our performance.  These non-GAAP financial measures exclude the following:

    • Unrealized gains or losses on the revaluation of deferred consideration:  Deferred consideration is an obligation we assumed in connection with the ETFS acquisition that is carried at fair value.  This item represents the present value of an obligation to pay fixed ounces of gold into perpetuity and is measured using forward-looking gold prices.  Changes in the forward-looking price of gold and changes in the discount rate used to compute the present value of the annual payment obligations may have a material impact on the carrying value of the deferred consideration and our reported financial results.  We exclude this item when calculating our non-GAAP financial measurements as it is not core to our operating business.  The item is not adjusted for income taxes as the obligation was assumed by a wholly-owned subsidiary of ours that is based in Jersey, a jurisdiction where we are subject to a zero percent tax rate.
    • Tax shortfalls and windfalls upon vesting and exercise of stock-based compensation awards: GAAP requires the recognition of tax windfalls and shortfalls within income tax expense.  These items arise upon the vesting and exercise of stock-based compensation awards and the magnitude is directly correlated to the number of awards vesting/exercised as well as the difference between the price of our stock on the date the award was granted and the date the award vested or was exercised.  We exclude these items when calculating our non-GAAP financial measurements as they introduce volatility in earnings and are not core to our operating business.
    • Other items:  Impairment charges, an unrealized gain recognized on our investment in Securrency, interest expense from the amortization of discount arising from the bifurcation of the conversion option embedded in the convertible notes (prior to January 1, 2021, the effective date of Accounting Standards Update 2020-06, Debt – Debt with Conversion and Other Options, Cash Conversion), a loss on extinguishment of debt, the release of a deferred tax asset valuation allowance recognized on interest carryforwards arising from our debt previously outstanding in the United Kingdom, a gain arising from an adjustment to the estimated fair value of consideration received from the exit of our investment in AdvisorEngine, a gain recognized upon the sale of our Canadian ETF business and acquisition and disposition-related costs are excluded when calculating our non-GAAP financial measurements.
  • Adjusted effective income tax rate.  We disclose our adjusted effective income tax rate as a non-GAAP financial measurement in order to report our effective income tax rate exclusive of items that are non-recurring or not core to our operating business.  We believe reporting our adjusted effective income tax rate provides investors with a consistent way to analyze our income taxes.  Our adjusted effective income tax rate is calculated by dividing adjusted income tax expense by adjusted income before income taxes.  See above for information regarding the items that are excluded.  
  • Gross margin and gross margin percentage.  We disclose our gross margin and gross margin percentage as non-GAAP financial measurements because we believe they provide investors with a consistent way to analyze the amount we retain after paying third-party service providers to operate our ETPs.  These measures also assist us in analyzing the profitability of our products.  We define gross margin as total operating revenues less fund management and administration expenses.  Gross margin percentage is calculated as gross margin divided by total operating revenues.  

  • Adjusted operating income margin.  We disclose adjusted operating income margin as a non-GAAP financial measurement in order to report our operating income margin exclusive of items that are non-recurring or not core to our operating business.   

WISDOMTREE INVESTMENTS, INC. AND SUBSIDIARIES

GAAP to NON-GAAP RECONCILIATION (CONSOLIDATED)

(in thousands)

(Unaudited)

  Three Months Ended


Adjusted Net Income and Diluted Earnings per Share: Mar. 31,


2021



  Dec. 31,


2020



  Sept. 30,


2020



  June 30,


2020



  Mar. 31,


2020



Net income/(loss), as reported

$ 15,147     $ (13,497 )   $ (270 )   $ (13,250 )   $ (8,638 )
Deduct/Add back: (Gain)/loss on revaluation of deferred consideration   (2,832 )     22,385       8,870       23,358       2,208  
Deduct: Unrealized gain recognized on our investment in Securrency, net of income taxes   (179 )                        
Add back: Impairments, net of income taxes (where applicable)   245             2,326             19,672  
Add back: Tax shortfalls upon vesting and exercise of stock-based compensation awards   123       21       50       119       501  
Add back: Interest expense from the amortization of discount arising from the bifurcation of the conversion option embedded in the convertible notes, net of income taxes         314       286       42        
Deduct: Gain arising from an adjustment to the estimated fair value of consideration received from the exit of investment in AdvisorEngine               (225 )     (868 )      
Add back: Loss on extinguishment of debt, net of income taxes                     1,910        
Deduct: Release of a deferred tax asset valuation allowance recognized on interest carryforwards arising from debt previously outstanding in the United Kingdom                     (2,842 )      
Deduct: Gain recognized upon the sale of Canadian ETF business                           (2,877 )
Add back: Acquisition and disposition-related costs, net of income taxes                     25       358  
Adjusted net income $ 12,504     $ 9,223     $ 11,037     $ 8,494     $ 11,224  
Weighted average common shares – diluted   161,831       161,138       160,876       166,634       167,561  
Adjusted earnings per share – diluted $ 0.08     $ 0.06     $ 0.07     $ 0.05     $ 0.07  
                                       
                                       
  Three Months Ended


Gross Margin and Gross Margin Percentage: Mar. 31,


2021



  Dec. 31,


2020



  Sept. 30,


2020



  June 30,


2020



  Mar. 31,


2020



                                       
Operating revenues $ 72,830     $ 67,059     $ 64,640     $ 58,126     $ 63,874  
Less: Fund management and administration   (15,521 )     (16,350 )     (15,219 )     (14,461 )     (14,485 )
Gross margin $ 57,309     $ 50,709     $ 49,421     $ 43,665     $ 49,389  
Gross margin percentage   78.7 %     75.6 %     76.5 %     75.1 %     77.3 %
                                       

  Three Months Ended


Adjusted Operating Income and Adjusted Operating

Income Margin:
Mar. 31,


2021
  Dec. 31,


2020
  Sept. 30,


2020
  June 30,


2020
  Mar. 31,


2020
                                       
Operating revenues $ 72,830     $ 67,059     $ 64,640     $ 58,126     $ 63,874  
                                       
Operating income $ 18,607     $ 12,907     $ 14,744     $ 11,797     $ 15,634  
Add back: Acquisition and disposition-related costs, before income taxes                     33       383  
Adjusted operating income $ 18,607     $ 12,907     $ 14,744     $ 11,830     $ 16,017  
Adjusted operating income margin   25.5 %     19.2 %     22.8 %     20.4 %     25.1 %
                                       

  Three Months Ended


Adjusted Total Operating Expenses: Mar. 31,


2021

 
  Dec. 31,


2020



  Sept. 30,


2020



  June 30,


2020



  Mar. 31,


2020



Total operating expenses $ 54,223     $ 54,152     $ 49,896     $ 46,329     $ 48,240  
Deduct: Acquisition and disposition-related costs, before income taxes                     (33 )     (383 )
Adjusted total operating expenses $ 54,223     $ 54,152     $ 49,896     $ 46,296     $ 47,857  
                                       

  Three Months Ended


Adjusted Income Before Income Taxes:
Mar. 31,


2021



  Dec. 31,


2020



  Sept. 30,


2020



  June 30,


2020



  Mar. 31,


2020



Income/(loss) before income taxes $ 13,178     $ (11,297 )   $ 1,138     $ (14,054 )   $ (11,009 )
Deduct/Add back: (Gain)/loss on revaluation of deferred consideration   (2,832 )     22,385       8,870       23,358       2,208  
Add back: Loss recognized upon reduction of a tax-related indemnification asset   5,171                         5,981  
Deduct: Unrealized gain recognized on our investment in Securrency, before income taxes   (237 )                        
Add back: Impairments, before income taxes   303             3,080             19,672  
Add back: Interest expense from the amortization of discount arising from the bifurcation of the conversion option embedded in the convertible notes, before income taxes         416       379       55        
Deduct: Gain arising from an adjustment to the estimated fair value of consideration received from the exit of investment in AdvisorEngine               (225 )     (868 )      
Add back: Loss on extinguishment of debt, before income taxes                     2,387        
Deduct: Gain recognized upon sale of Canadian ETF business                           (2,877 )
Add back: Acquisition and disposition-related costs, before income taxes                     33       383  
Adjusted income before income taxes $ 15,583     $ 11,504     $ 13,242     $ 10,911     $ 14,358  
                                       


 
Three Months Ended
Adjusted Income Tax Expense and Adjusted Effective Income Tax Rate:   Mar. 31,


2021
  Dec. 31,


2020
  Sept. 30,


2020
 
  June 30,


2020
 
  Mar. 31,


2020
 
                                       
Adjusted income before income taxes (above) $         15,583     $        11,504     $        13,242     $     10,911     $      14,358  
                                       
Income tax (benefit)/expense $        (1,969 )   $          2,200     $          1,408     $        (804 )   $      (2,371 )
Add back: Tax benefit arising from reduction of a tax-related indemnification asset                5,171       —                  —           —           5,981  
Deduct: Tax shortfalls upon vesting and exercise of stock-based compensation awards                (123 )      (21 )     (50 )               (119 )      (501 )
Deduct: Tax expense on unrealized gain recognized on our investment in Securrency                   (58 )     —         —              —         —    
Add back: Tax benefit arising from impairments .                     58       —          754            —         —    
Add back: Tax benefit arising from the amortization of discount associated with the bifurcation of the conversion option embedded in the convertible notes                    —         102              93           13       —    
Add back: Tax benefit arising from loss on extinguishment of debt                    —         —                —           477       —    
Add back: Release of a deferred tax asset valuation allowance recognized on interest carryforwards arising from debt previously outstanding in the United Kingdom                    —         —                —         2,842       —    
Add back: Tax benefit arising from acquisition and disposition-related costs                    —         —                —            8       25  
Adjusted income tax expense $          3,079     $         2,281     $         2,205     $       2,417     $       3,134  
Adjusted effective income tax rate              19.8 %                 19.8 %               16.7 %     22.2 %     21.8 %
                                       

Cautionary Statement Regarding Forward-Looking Statements

This press release contains forward-looking statements that are based on our management’s beliefs and assumptions and on information currently available to our management. Although we believe that the expectations reflected in these forward-looking statements are reasonable, these statements relate to future events or our future financial performance, and involve known and unknown risks, uncertainties and other factors that may cause our actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements. In some cases, you can identify forward-looking statements by terminology such as “may,” “will,” “should,” “expects,” “intends,” “plans,” “anticipates,” “believes,” “estimates,” “predicts,” “potential,” “continue” or the negative of these terms or other comparable terminology. These statements are only predictions. You should not place undue reliance on forward-looking statements because they involve known and unknown risks, uncertainties and other factors, which are, in some cases, beyond our control and which could materially affect results. Factors that may cause actual results to differ materially from current expectations include, among other things, the risks described below.  If one or more of these or other risks or uncertainties occur, or if our underlying assumptions prove to be incorrect, actual events or results may vary significantly from those implied or projected by the forward-looking statements. No forward-looking statement is a guarantee of future performance. You should read this press release completely and with the understanding that our actual future results may be materially different from any future results expressed or implied by these forward-looking statements.

In particular, forward-looking statements in this press release may include statements about

  • the ultimate duration of the COVID-19 pandemic and its short-term and long-term impact on our business and the global economy;
  • anticipated trends, conditions and investor sentiment in the global markets and ETPs;
  • anticipated levels of inflows into and outflows out of our ETPs;
  • our ability to deliver favorable rates of return to investors;
  • competition in our business;
  • our ability to develop new products and services;
  • our ability to maintain current vendors or find new vendors to provide services to us at favorable costs;
  • our ability to successfully operate and expand our business in non-U.S. markets; and
  • the effect of laws and regulations that apply to our business.

Our business is subject to many risks and uncertainties, including without limitation:

  • adverse market developments arising from the COVID-19 pandemic could negatively impact our assets under management, resulting in a decline in our revenues and other potential operational challenges;
  • declining prices of securities, gold and other precious metals and other commodities can adversely affect our business by reducing the market value of the assets we manage or causing WisdomTree ETP investors to sell their fund shares and trigger redemptions;
  • fluctuations in the amount and mix of our AUM, whether caused by disruptions in the financial markets or otherwise, including but not limited to a pandemic event such as COVID-19, may negatively impact revenues and operating margins, and may impede our ability to refinance our debt upon maturity or, increase the cost of borrowing upon a refinancing;
  • competitive pressures could reduce revenues and profit margins;
  • we derive a substantial portion of our revenues from a limited number of products, and as a result, our operating results are particularly exposed to investor sentiment toward investing in the products’ strategies and our ability to maintain the AUM of these products, as well as the performance of these products and market-specific and political and economic risk;
  • a significant portion of our AUM is held in products with exposure to U.S. and international developed markets and we therefore have exposure to domestic and foreign market conditions and are subject to currency exchange rate risks;
  • withdrawals or broad changes in investments in our ETPs by investors with significant positions may negatively impact revenues and operating margins;
  • over the last few years, we have expanded our business internationally. This expansion subjects us to increased operational, regulatory, financial and other risks;
  • many of our ETPs have a limited track record, and poor investment performance could cause our revenues to decline; and
  • we depend on third parties to provide many critical services to operate our business and our ETPs. The failure of key vendors to adequately provide such services could materially affect our operating business and harm WisdomTree ETP investors.

Other factors, such as general economic conditions, including currency exchange rate fluctuations, also may have an effect on the results of our operations. For a more complete description of the risks noted above and other risks that could cause our actual results to differ from our current expectations, see “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2020.

The forward-looking statements in this press release represent our views as of the date of this press release. We anticipate that subsequent events and developments may cause our views to change.  However, while we may elect to update these forward-looking statements at some point in the future, we have no current intention of doing so except to the extent required by applicable law. Therefore, these forward-looking statements do not represent our views as of any date other than the date of this press release.



Fiserv Announces Pricing of Secondary Offering of Common Stock by New Omaha Holdings and Associated Repurchase

Fiserv Announces Pricing of Secondary Offering of Common Stock by New Omaha Holdings and Associated Repurchase

BROOKFIELD, Wis.–(BUSINESS WIRE)–
Fiserv, Inc. (NASDAQ: FISV), a leading global provider of payments and financial services technology solutions, today announced the pricing of the previously announced underwritten public offering of 20,000,000 shares of common stock of Fiserv, Inc. (“Fiserv” or “the company”) by New Omaha Holdings L.P. (“New Omaha”), which is owned by investment funds managed by Kohlberg Kravis Roberts & Co. L.P., at a price to the public of $118.30 per share (the “offering”). In addition, New Omaha has agreed to grant the underwriters a 30-day option to purchase up to an additional 3,000,000 shares of the company’s common stock. Fiserv is not selling any shares in, nor will it receive any proceeds from, the offering. New Omaha will receive all of the net proceeds from the offering. The offering is expected to close on May 3, 2021, subject to customary closing conditions.

Subject to the completion of the offering, Fiserv has agreed to repurchase from the underwriters 5,000,000 shares of the company’s common stock that are subject to the offering at a price per share equal to the price per share to be paid by the underwriters to New Omaha in the offering (the “share repurchase”). Fiserv intends to fund the share repurchase with cash on hand. The repurchased shares will be cancelled and no longer outstanding following the completion of the share repurchase.

Prior to the proposed offering, New Omaha owned 85,300,667 shares of common stock, representing approximately 12.8% of the company’s outstanding shares of common stock, based on the number of shares outstanding as of April 23, 2021. Upon completion of the proposed offering, New Omaha is expected to own shares of common stock representing approximately 9.8% (or approximately 9.3% if the underwriters exercise their option to purchase additional shares in full) of the company’s outstanding shares, based on the number of shares outstanding as of April 23, 2021. The number of shares outstanding as of April 23, 2021 does not include any issuances or repurchases after such date, including the share repurchase.

Goldman Sachs & Co. LLC and J.P. Morgan Securities LLC are acting as joint bookrunning managers for the offering.

Fiserv filed an automatically effective shelf registration statement (including a prospectus, File No. 333-227436) on September 20, 2018, with the U.S. Securities and Exchange Commission (the “SEC”) for the offering to which this communication relates. Before making any investment decision, you should read the prospectus in that registration statement and other documents that the company has filed with the SEC and are incorporated by reference in the registration statement for more complete information about Fiserv and the offering. The offering is being made solely by means of a prospectus. Fiserv intends to file a prospectus supplement with respect to the offering. You may obtain copies of these documents by contacting Goldman Sachs & Co. LLC, Prospectus Department, 200 West Street, New York, New York 10282, by telephone at (866) 471-2526, by facsimile to (212) 902-9316 or by email to [email protected]; or J.P. Morgan Securities LLC, c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, New York 11717, by telephone at (212) 834-4533 or by email to [email protected]. An electronic copy of the prospectus and prospectus supplement is available from the SEC website at http://www.sec.gov.

This news release does not constitute an offer to sell or the solicitation of an offer to buy the securities, nor will there be any sale of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such jurisdiction. Nothing in this press release should be construed as an offer to sell, or the solicitation of an offer to buy, any securities subject to the share repurchase.

About Fiserv

Fiserv, Inc. (NASDAQ: FISV) aspires to move money and information in a way that moves the world. As a global leader in payments and financial technology, the company helps clients achieve best-in-class results through a commitment to innovation and excellence in areas including account processing and digital banking solutions; card issuer processing and network services; payments; e-commerce; merchant acquiring and processing; and the Clover® cloud-based point-of-sale solution. Fiserv is a member of the S&P 500® Index and the FORTUNE® 500, and is among FORTUNE World’s Most Admired Companies®.

Forward-Looking Statements

This news release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements include those that express a plan, belief, expectation, estimation, anticipation, intent, contingency, future development or similar expression, and can generally be identified as forward-looking because they include words such as “believes,” “anticipates,” “expects,” “could,” “should,” or words of similar meaning. Statements that describe the company’s future plans, objectives or goals are also forward-looking statements.

Forward-looking statements are subject to assumptions, risks and uncertainties that may cause actual results to differ materially from those contemplated by such forward-looking statements. The factors that could cause the company’s actual results to differ materially include, among others, the following, many of which are, and will be, amplified by the COVID-19 pandemic: the duration and intensity of the COVID-19 pandemic, including how quickly the global economy recovers from the impact of the pandemic; governmental and private sector responses to the COVID-19 pandemic and the impact of such responses on the company; the impact of the COVID-19 pandemic on the company’s employees, clients, vendors, operations and sales; the possibility that the company may be unable to achieve expected synergies and operating efficiencies from the acquisition of First Data Corporation (“First Data”) within the expected time frames; the possibility that the integration of First Data may be more difficult, time-consuming or costly than expected; profitability following the transaction may be lower than expected, including due to unexpected costs, charges or expenses resulting from the transaction; operating costs, customer loss and business disruption (including, without limitation, difficulties in maintaining relationships with employees, customers, clients or suppliers) may be greater than expected following the transaction; unforeseen risks relating to the company’s liabilities or those of First Data may exist; the company’s ability to meet expectations regarding the accounting and tax treatments of the transaction; the company’s ability to compete effectively against new and existing competitors and to continue to introduce competitive new products and services on a timely, cost-effective basis; changes in customer demand for the company’s products and services; the ability of the company’s technology to keep pace with a rapidly evolving marketplace; the successful management of the company’s merchant alliance program which involves several alliances not under its sole control; the impact of a security breach or operational failure on the company’s business including disruptions caused by other participants in the global financial system; the failure of the company’s vendors and merchants to satisfy their obligations; the successful management of credit and fraud risks in the company’s business and merchant alliances; changes in local, regional, national and international economic or political conditions and the impact they may have on the company and its customers; the effect of proposed and enacted legislative and regulatory actions affecting the company or the financial services industry as a whole; the company’s ability to comply with government regulations and applicable card association and network rules; the protection and validity of intellectual property rights; the outcome of pending and future litigation and governmental proceedings; the company’s ability to successfully identify, complete and integrate acquisitions, and to realize the anticipated benefits associated with the same; the impact of the company’s strategic initiatives; the company’s ability to attract and retain key personnel; volatility and disruptions in financial markets that may impact the company’s ability to access preferred sources of financing and the terms on which the company is able to obtain financing or increase its costs of borrowing; adverse impacts from currency exchange rates or currency controls; changes in corporate tax and interest rates; and other factors included in “Risk Factors” in the company’s Annual Report on Form 10-K for the year ended December 31, 2020 and in other documents that the company files with the SEC, which are available at http://www.sec.gov. You should consider these factors carefully in evaluating forward-looking statements and are cautioned not to place undue reliance on such statements. The company assumes no obligation to update any forward-looking statements, which speak only as of the date of this news release.

FISV-E

Media Relations:

Britt Zarling

Corporate Communications

Fiserv, Inc.

414-378-4040

[email protected]

Investor Relations:

Shub Mukherjee

Investor Relations

Fiserv, Inc.

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[email protected]

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XPO Logistics Announces Bill Fraine as Chief Commercial Officer for GXO Logistics Spin-Off

GREENWICH, Conn., April 30, 2021 (GLOBE NEWSWIRE) —  XPO Logistics, Inc. (NYSE: XPO) today announced that Bill Fraine will become the chief commercial officer of GXO Logistics, Inc., the intended spin-off of XPO’s logistics business. He will be responsible for leading GXO’s go-to-market activities, with a focus on aligning growth with long-term value creation, when the planned separation is complete.

Fraine joined XPO in 2011 as head of operations and account management, and currently serves as division president, supply chain – Americas and Asia Pacific. He oversaw the integration of several XPO acquisitions and restructured the businesses in North America by customer vertical. Prior to joining XPO, Fraine spent 23 years with FedEx, progressing from front-line handler to head of sales.

From day one, GXO is set to operate with a robust list of customers, including 30% of the companies in the Fortune 100. Fraine will oversee all facets of GXO’s sales strategy in key verticals including e-commerce, retail, apparel and consumer technology.

Brad Jacobs, chairman and chief executive officer, said, “Bill has all the qualities of a first-rate CCO – and the resume to back it up. I’m excited to see him lead GXO’s efforts to bolster long-term relationships with existing customers, as well as add new business from other blue-chip companies.”

As previously announced, XPO expects to spin off its logistics business as a separate, publicly traded company in the second half of 2021. As the second largest contract logistics provider in the world, GXO will be well-positioned to capitalize on major tailwinds of e-commerce expansion, customer demand for logistics automation and a burgeoning trend toward supply chain outsourcing. The business currently includes approximately 890 logistics locations in 27 countries.

About XPO Logistics

XPO Logistics, Inc. (NYSE: XPO) is a top ten global logistics provider of cutting-edge supply chain solutions to the most successful companies in the world. The company operates as a highly integrated network of people, technology and physical assets in 30 countries, with 1,629 locations and more than 100,000 employees. XPO uses its network to help more than 50,000 customers manage their goods most efficiently throughout their supply chains. XPO’s corporate headquarters are in Greenwich, Conn., USA, and its European headquarters are in Lyon, France. Visit xpo.com for more information, and connect with XPO on Facebook, Twitter, LinkedIn, Instagram and YouTube.


Forward-looking Statements

This press release includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. All statements other than statements of historical fact are, or may be deemed to be, forward-looking statements, including the statements above regarding plans, benefits and timing of the contemplated spin-off transaction. In some cases, forward-looking statements can be identified by the use of forward-looking terms such as “anticipate,” “estimate,” “believe,” “continue,” “could,” “intend,” “may,” “plan,” “potential,” “predict,” “should,” “will,” “expect,” “objective,” “projection,” “forecast,” “goal,” “guidance,” “outlook,” “effort,” “target,” “trajectory” or the negative of these terms or other comparable terms. However, the absence of these words does not mean that the statements are not forward-looking. These forward-looking statements are based on certain assumptions and analyses made by the company in light of its experience and its perception of historical trends, current conditions and expected future developments, as well as other factors the company believes are appropriate in the circumstances.

These forward-looking statements are subject to known and unknown risks, uncertainties and assumptions that may cause actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by such forward-looking statements. Factors that might cause or contribute to a material difference include the risks discussed in our filings with the SEC and the following: economic conditions generally; the severity, magnitude, duration and aftereffects of the COVID-19 pandemic and government responses to the COVID-19 pandemic; our ability to align our investments in capital assets, including equipment, service centers and warehouses, to our customers’ demands; our ability to implement our cost and revenue initiatives; our ability to successfully integrate and realize anticipated synergies, cost savings and profit improvement opportunities with respect to acquired companies; matters related to our intellectual property rights; fluctuations in currency exchange rates; fuel price and fuel surcharge changes; natural disasters, terrorist attacks or similar incidents; risks and uncertainties regarding the potential timing and expected benefits of the proposed spin-off of our logistics segment, including final approval for the proposed spin-off and the risk that the spin-off may not be completed on the terms or timeline currently contemplated, if at all; the impact of the proposed spin-off on the size and business diversity of our company; the ability of the proposed spin-off to qualify for tax-free treatment for U.S. federal income tax purposes; our ability to develop and implement suitable information technology systems and prevent failures in or breaches of such systems; our substantial indebtedness; our ability to raise debt and equity capital; fluctuations in fixed and floating interest rates; our ability to maintain positive relationships with our network of third-party transportation providers; our ability to attract and retain qualified drivers; labor matters, including our ability to manage our subcontractors, and risks associated with labor disputes at our customers and efforts by labor organizations to organize our employees; litigation, including litigation related to alleged misclassification of independent contractors and securities class actions; risks associated with our self-insured claims; risks associated with defined benefit plans for our current and former employees; and governmental regulation, including trade compliance laws, as well as changes in international trade policies and tax regimes; governmental or political actions, including the United Kingdom’s exit from the European Union; and competition and pricing pressures.

All forward-looking statements set forth in this release are qualified by these cautionary statements and there can be no assurance that the actual results or developments anticipated
by us will be realized or, even if substantially realized, that they will have the expected consequences to or effects on us or our business or operations. Forward-looking statements set forth in this release speak only as of the date hereof, and we do not undertake any obligation to update forward-looking statements to reflect subsequent events or circumstances, changes in expectations or the occurrence of unanticipated events, except to the extent required by law.

Investor Contact

XPO Logistics, Inc.
Tavio Headley
+1-203-413-4006
[email protected]

Media Contact

XPO Logistics, Inc.
Joe Checkler
+1-203-423-2098
[email protected]