Ethan Allen Increases Quarterly Cash Dividend

DANBURY, CT, Nov. 12, 2020 (GLOBE NEWSWIRE) — Ethan Allen Interiors Inc. (“Ethan Allen” or “the Company”) (NYSE:ETH) announced today that its Board of Directors has declared a regular quarterly cash dividend of $0.25 per share, payable on January 21, 2021 to shareholders of record at the close of business on January 7, 2021.

Farooq Kathwari, Chairman and CEO commented, “We are pleased that our Board made the decision to increase our regular quarterly dividend to $0.25, a 19% increase. These are unprecedent times. Our enterprise over the last 89 years has gone through the Great Depression, a World War, and several recessions including the Great Recession. We have come out stronger and more vibrant each time. We look forward to continuing our progress and remain cautiously optimistic.”

ABOUT ETHAN ALLEN

Ethan Allen Interiors Inc. (NYSE: ETH) is a leading interior design company, manufacturer and retailer in the home furnishings marketplace. Today the Company is a global luxury international home fashion brand that is vertically integrated from design through delivery, which affords its clientele a value proposition of style, quality and price. The Company provides complimentary interior design service to its clients and sells a full range of furniture products and decorative accents through a retail network of approximately 300 design centers in the United States and abroad as well as online at ethanallen.com. The design centers represent a mix of independent licensees and Company-owned and operated locations. The Company operates retail design centers located in the United States and Canada. The independently operated design centers are located in the United States, Asia, the Middle East and Europe. Ethan Allen owns and operates nine manufacturing facilities, including six manufacturing plants in the United States, two manufacturing plants in Mexico and one manufacturing plant in Honduras. Approximately 75% of its products are manufactured or assembled in these North American facilities.

For more information on Ethan Allen’s products and services, visit www.ethanallen.com.

Investor / Media Contact:  
Matt McNulty
Vice President, Finance
[email protected]

Ovid Therapeutics Reports Third Quarter 2020 Financial Results and Provides Corporate Update

  • On track to report topline results from pivotal Phase 3 NEPTUNE trial of OV101 in Angelman syndrome in Q4 2020
  • Reported positive ELEKTRA results; Ovid and Takeda plan to initiate phase 3 registrational program of OV935/TAK935 (soticlestat) in Dravet Syndrome and Lennox-Gastaut syndrome after upcoming end-of-phase 2 meeting with FDA
  • Reported encouraging trial results from ARCADE open-label Phase 2 trial of soticlestat and ENDYMION long-term extension trial showing seizure frequency reductions over time in CDKL5 deficiency disorder and Dup15q syndrome and global improvements beyond motor seizure reduction in both CDKL5 deficiency disorder and Dup15q syndrome patients
  • In the ELEKTRA, ARCADE and ENDYMION trials, soticlestat appeared to be well-tolerated and demonstrated a safety profile consistent with the findings of previous studies with no new safety signals identified

NEW YORK, Nov. 12, 2020 (GLOBE NEWSWIRE) — Ovid Therapeutics Inc. (NASDAQ: OVID), a biopharmaceutical company committed to developing medicines that transform the lives of people with rare neurological diseases, today reported financial results for the third quarter ended September 30, 2020 and provided a corporate update.

“We are very pleased with the progress made on our pipeline this quarter, which was highlighted by encouraging results from both the ELEKTRA and the ARCADE Phase 2 trials of OV935,” said Jeremy Levin, DPhil, MB, BChir, Chairman and Chief Executive Officer of Ovid Therapeutics. “We look forward to advancing OV935 into a Phase 3 program for Dravet syndrome and Lennox-Gastaut syndrome next year after our end-of-phase 2 meeting with FDA. We are continuing to explore further clinical development opportunities in CDKL5 deficiency disorder, and Dup15q syndrome. Additionally, we remain on track to report topline data for the pivotal Phase 3 NEPTUNE trial of OV101 in Angelman syndrome this quarter. Pending a successful NEPTUNE readout, OV101 has the potential to become the first-ever treatment approved for Angelman syndrome, a disorder affecting some 500,000 patients worldwide.”

Pipeline Updates and Recent Highlights

OV101 (gaboxadol) for Angelman Syndrome

  • Hosted an investor seminar to review multiple aspects of Angelman syndrome, including its biological mechanism, and Ovid’s OV101 (gaboxadol) development program. The seminar featured external experts discussing the role of tonic inhibition, treatment practice in Angelman syndrome, measurement scales, and what to expect from the pivotal Phase 3 NEPTUNE trial of OV101 in Angelman syndrome. Topline results from NEPTUNE are expected in the fourth quarter of 2020. Results, if positive, are intended to support registrational filings for OV101 in the U.S. and the rest of the world.
  • Presented three abstracts from the OV101 Angelman syndrome clinical development program at the Child Neurology Society/International Child Neurology Association (CNS/ICNA) 2020 Virtual Congress. The presentations included data on seizure and EEG outcomes from the Phase 2 STARS trial in individuals with Angelman syndrome; encore presentations of a study of caregiver insights in Angelman syndrome; and the utility of the Clinical Global Impression (CGI) scale for studying outcomes in neurodevelopmental conditions.

OV101 for Fragile X Syndrome

  • Presented an abstract from the OV101 Fragile X syndrome clinical development program at the Child Neurology Society/International Child Neurology Association (CNS/ICNA) 2020 Virtual Congress. The presentation included additional data and analyses from the Phase 2 ROCKET clinical trial of OV101 in individuals with Fragile X syndrome.

OV935 (soticlestat) for Rare Developmental and Epileptic Encephalopathies (DEE)

  • Announced that the double-blind, randomized placebo-controlled, Phase 2 ELEKTRA trial of soticlestat met its primary endpoint in children with Dravet syndrome (DS) and Lennox-Gastaut syndrome (LGS).

° Results showed a 27.8% median reduction from baseline in convulsive seizure (DS cohort) and drop seizure (LGS cohort) frequency compared to a 3.1% median increase in patients taking placebo during the 12-week maintenance period (median placebo-adjusted reduction=30.5%; p=0.0007, based on the efficacy analysis set of 120 patients with seizure data in the maintenance period).

° DS and LGS patients treated with soticlestat demonstrated a 29.8% median reduction in convulsive seizure (DS cohort) and drop seizure (LGS cohort) frequency compared to 0.0% change in median seizure frequency in patients taking placebo during the full 20-week treatment period (titration plus maintenance) of the ELEKTRA study (placebo-adjusted reduction=25.1%; p=0.0024).

° In the ELEKTRA DS cohort (n=51), patients treated with soticlestat demonstrated a 33.8% median reduction in convulsive seizure frequency compared to a 7.0% median increase in patients taking placebo during the full 20-week treatment period of the study (median placebo-adjusted reduction in seizure frequency is 46.0%; p=0.0007).

° In the ELEKTRA LGS cohort (n=88), patients treated with soticlestat demonstrated a 20.6% median reduction in drop seizure frequency compared to a 6.0.% median reduction in patients taking placebo during the full 20-week treatment period of the study (median placebo-adjusted reduction in seizure frequency is 14.8%; p=0.1279).

  • Ovid and Takeda plan to meet with regulatory authorities regarding initiating a Phase 3 registrational program of soticlestat in individuals with DS or LGS.
  • Reported results from the Phase 2 ARCADE and ENDYMION OLE trials of OV935 in patients with CDKL5 deficiency disorder (CDD) and Dup15q syndrome showing seizure frequency reduction over time.

° In CDD patients (n=12), median motor seizure frequency reduction was 24% during the 12-week maintenance period in the ARCADE study, increasing to a 50% reduction in the 9-month interval in the ENDYMION long-term extension study in the five CDD patients who reached nine months of continuous treatment.

° In Dup15q patients (n=8), there was an increase in median motor seizure frequency in the ARCADE study during the 12-week maintenance period; however, longer-term data from the four Dup15q patients who reached nine months of continuous treatment showed a 74% reduction in median motor seizure frequency in the 9-month interval.

° Global Improvements were reported in both patient populations as assessed by the Clinical Global Impression of Change (CGI-C; investigator) and Caregiver Global Impression of Change (Care GI-C) scales. 67% of CDD patients and 38% of Dup15q were deemed markedly improved with minimal or no adverse events on the CGI-C scale after starting soticlestat treatment. For the Care-GI-C scale, 92% of CDD caregivers reported improvement on soticlestat treatment at the end of the ARCADE study, with 41% reporting much and very much improved.

° The ARCADE study exit interviews from the caregiver also give insight into improvements in verbal and nonverbal communication, alertness/level of engagement, overall quality of daily functioning and caregiver-chosen domains to suggest benefits of soticlestat treatment in domains beyond seizure control.

  • OV935 was generally well tolerated in the ELEKTRA, ARCADE and ENDYMION studies and demonstrated a safety profile consistent with the findings of previous studies with no new safety signals identified. Data reported are consistent with, and build upon, previous findings with OV935.
  • To date, all patients who have completed the Phase 2 ARCADE and ELEKTRA trials have rolled over into the ENDYMION open-label extension study.

Third Quarter 2020 Financial Results

  • Revenue was $6.9 million for the third quarter ended September 30, 2020, as compared to zero for the same period in 2019. The increase was due to the receipt of the $20 million upfront payment under the collaboration and license agreement with Angelini Pharma Rare Diseases AG, of which $6.9 million was recognized in the third quarter as revenue and $13.1 million was deferred.
  • As of September 30, 2020, cash and cash equivalents totaled $86.9 million. The Company strengthened its financial position with the completion of a public offering in August 2020, resulting in net proceeds of approximately $46.7 million.
  • Research and development expenses were $15.9 million for the third quarter ended September 30, 2020, as compared to $11.6 million for the same period in 2019. The increase of $4.3 million was primarily due to an increase in preclinical and clinical activities related to Ovid’s ongoing development programs.
  • General and administrative expenses were $7.4 million for the third quarter ended September 30, 2020, as compared to $5.2 million for the same period in 2019. The increase of $2.2 million was primarily due to an increase in professional service fees, compliance and pre-commercialization expenses, payroll and payroll-related expenses offset by a decrease in general office expenses.
  • The Company reported a net loss of $16.4 million, or basic and diluted net loss per share attributable to common stockholders of $0.28, for the third quarter of 2020, as compared to a net loss of $16.6 million, or net loss per share attributable to common stockholders of $0.43, for the same period in 2019.

About Ovid Therapeutics

Ovid Therapeutics Inc. is a New York-based biopharmaceutical company using its BoldMedicine® approach to develop medicines that transform the lives of patients with rare neurological disorders. Ovid has a broad pipeline of potential first-in-class medicines in development. The Company’s most advanced investigational medicine, OV101 (gaboxadol), is currently in clinical development for the treatment of Angelman syndrome and Fragile X syndrome. Ovid is also developing OV935 (soticlestat) in collaboration with Takeda Pharmaceutical Company Limited for the potential treatment of rare developmental and epileptic encephalopathies (DEEs). For more information on Ovid, please visit www.ovidrx.com.

Forward-Looking Statements

This press release includes certain disclosures that contain “forward-looking statements,” including, without limitation, statements regarding: clinical and regulatory development of our programs, potential benefits of OV101, OV935 and our other research programs and the anticipated reporting schedule of clinical data and the potential benefits. You can identify forward-looking statements because they contain words such as “will,” “appears,” “believes” and “expects.” Forward-looking statements are based on Ovid’s current expectations and assumptions. Because forward-looking statements relate to the future, they are subject to inherent uncertainties, risks and changes in circumstances that may differ materially from those contemplated by the forward-looking statements, which are neither statements of historical fact nor guarantees or assurances of future performance. Important factors that could cause actual results to differ materially from those in the forward-looking statements include uncertainties in the development and regulatory approval processes, and the fact that initial data from clinical trials may not be indicative, and are not guarantees, of the final results of the clinical trials and are subject to the risk that one or more of the clinical outcomes may materially change as patient enrollment continues and/or more patient data become available. Additional risks that could cause actual results to differ materially from those in the forward-looking statements are set forth in Ovid’s filings with the Securities and Exchange Commission under the caption “Risk Factors”. Such risks may be amplified by the COVID-19 pandemic and its potential impact on Ovid’s business and the global economy. Ovid assumes no obligation to update any forward-looking statements contained herein to reflect any change in expectations, even as new information becomes available.

Condensed Consolidated Statements of Operations

(Unaudited)

    For the Three Months Ended September 30,   For the Three Months Ended September 30,   For the Nine  Months Ended September 30,   For the Nine  Months Ended September 30,
      2020       2019       2020       2019  
Revenue:                
License revenue   $ 6,914,034     $     $ 6,914,034     $  
Operating expenses:                
Research and development   $ 15,875,295     $ 11,597,633     $ 46,533,610     $ 30,052,432  
General and administrative     7,442,401       5,168,103       20,220,160       14,089,106  
Total operating expenses     23,317,696       16,765,736       66,753,770       44,141,538  
Loss from operations     (16,403,662 )     (16,765,736 )     (59,839,736 )     (44,141,538 )
Other (expense) income, net     (21,127 )     131,164       833,661       649,504  
Net loss   $ (16,424,789 )   $ (16,634,572 )   $ (59,006,075 )   $ (43,492,034 )
Net loss attributable to common stockholders   $ (16,424,789 )   $ (16,634,572 )   $ (59,006,075 )   $ (43,492,034 )
Net loss per share attributable to common stockholders, basic and diluted   $ (0.28 )   $ (0.43 )   $ (1.04 )   $ (1.21 )
Weighted-average common shares outstanding basic and diluted     59,406,215       38,504,825       56,586,640       35,872,441  





Selected Condensed Balance Sheet Data 


 (Unaudited)

    September 30,   December 31,
      2020     2019
         
Cash, cash equivalents and short-term investments   $ 86,866,275   $ 76,739,113
Working capital1     72,387,568     69,279,584
Total Assets     91,599,016     80,843,731
Total stockholder’s equity     63,643,038     70,023,561
             

1Working capital defined as current assets less current liabilities
           



Contacts

Investors and Media:
Ovid Therapeutics Inc.
Investor Relations & Public Relations
[email protected]

OR

Investors:

Argot Partners
Maeve Conneighton/Dawn Schottlandt
212-600-1902
[email protected]

Media:

Dan Budwick
1AB
[email protected]

BRP Group, Inc. Announces Third Quarter 2020 Results

–   Third Quarter 2020 Revenue Grew 72% Year-Over-Year to $65.8 Million   –

–   Third Quarter 2020 Organic Revenue Growth of 20%   –

–   “MGA of the Future” Policies in Force Cross 500,000 Policy Milestone   –

TAMPA, Fla., Nov. 12, 2020 (GLOBE NEWSWIRE) — BRP Group, Inc. (“BRP Group” or the “Company”) (NASDAQ: BRP), a rapidly growing independent insurance distribution firm delivering tailored insurance solutions, today announced its results for the third quarter ended September 30, 2020.

THIRD QUARTER 2020 AND SUBSEQUENT EVENT HIGHLIGHTS

  • Revenue increased 72% year-over-year to $65.8 million
  • Pro Forma Revenue(1) grew 70% year-over-year to $66.1 million
  • Organic Revenue Growth(2) was 20% year-over-year
  • “MGA of the Future” revenue grew 43% to $17.5 million, compared to $12.2 million in the prior-year period
  • GAAP net loss of $7.6 million and GAAP loss per share of $0.10
  • Adjusted Net Income(3) of $9.0 million, or $0.11(3) per fully diluted share
  • “MGA of the Future” policies in force grew by 54,313 to 500,301 at September 30, 2020 from 445,988 at June 30, 2020. Comparatively, in the third quarter 2019, policies in force grew sequentially by 41,179
  • Adjusted EBITDA(4) grew 48% to $10.9 million, compared to $7.4 million in the prior-year period
  • Pro Forma Adjusted EBITDA(5) of $11.0 million and Pro Forma Adjusted EBITDA Margin(5) of 17%
  • Closed two Partner acquisitions that generated total annualized revenue(6) of over $3 million for the 12-month period pre-acquisition; subsequent to September 30, 2020, announced an additional Partner acquisition that generated total annualized revenue(6) of $38.5 million for the 12-month period pre-acquisition

“BRP delivered another quarter of tremendous performance as we sustained high levels of organic and total growth, once again firmly validating our hybrid growth strategy and differentiated business model,” said Trevor Baldwin, Chief Executive Officer of BRP Group. “For the quarter, we generated year-over-year revenue growth of 72% to a record $65.8 million, highlighted by 20% organic revenue growth compared to the prior-year period, an impressive feat considering the ongoing challenges in the economic environment. Our ‘MGA of the Future’ platform also hit the 500,000 policy mark this quarter, which is an incredible milestone achieved in just four years’ time. With an amazing Colleague team executing for us every day, a robust Partnership pipeline and significant capacity on our balance sheet, we are poised to enter 2021 in the strongest position in our history.”

LIQUIDITY AND CAPITAL RESOURCES

As of September 30, 2020, cash and cash equivalents were $50.2 million and there was $101.0 million of long-term debt outstanding. The Company had aggregate borrowing capacity of $400.0 million under its revolving credit facility.

On October 14, 2020, the Company entered into a new credit agreement with JPMorgan Chase Bank, N.A., to provide new senior secured credit facilities in an aggregate principal amount of $800.0 million. The amount consists of (i) a new term loan facility in the principal amount of $400.0 million maturing in 2027 and (ii) a new revolving credit facility with commitments in an aggregate principal amount of $400.0 million maturing in 2025. The Company used a portion of the proceeds from the new term loan facility to repay in full the Company’s obligations under its existing revolving credit facility and concurrently terminated the existing agreement.

NINE MONTHS 2020 RESULTS

  • Revenue increased 69% year-over-year to $171.3 million
  • Pro Forma Revenue(1) grew 74% year-over-year to $202.0 million
  • Organic Revenue Growth(2) of 15% year-over-year
  • “MGA of the Future” revenue(7) grew 41% to $41.6 million, compared to $29.5 million in the prior-year period
  • GAAP net loss of $10.8 million and GAAP loss per share of $0.22
  • Adjusted Net Income(3) of $27.5 million, or $0.39(3) per fully diluted share
  • Adjusted EBITDA(4) grew 47% to $33.3 million, compared to $22.7 million in the prior-year period
  • Pro Forma Adjusted EBITDA(5) of $47.6 million and Pro Forma Adjusted EBITDA Margin(5) of 24%
  • Closed 11 Partner acquisitions that generated total annualized revenue(6) of over $81.0 million for the 12-month period pre-acquisition

WEBCAST AND CONFERENCE CALL INFORMATION

BRP Group will host a webcast and conference call to discuss third quarter 2020 results today at 5:00 PM ET. A live webcast and a slide presentation of the conference call will be available on BRP Group’s investor relations website at ir.baldwinriskpartners.com. The dial-in number for the conference call is (877) 451-6152 (toll-free) or (201) 389-0879 (international). Please dial the number 10 minutes prior to the scheduled start time.

A webcast replay of the call will be available at ir.baldwinriskpartners.com for one year following the call.

ABOUT BRP GROUP, INC.

BRP Group, Inc. (NASDAQ: BRP) is a rapidly growing independent insurance distribution firm delivering tailored insurance and risk management insights and solutions that give our Clients the peace of mind to pursue their purpose, passion and dreams. We are innovating the industry by taking a holistic and tailored approach to risk management, insurance and employee benefits, and support our Clients, Colleagues, Insurance Company Partners and communities through the deployment of vanguard resources and capital to drive our growth. BRP represents over 500,000 Clients across the United States and internationally. For more information, please visit www.baldwinriskpartners.com.

FOOTNOTES

(1)   Pro Forma Revenue is a non-GAAP measure. Reconciliation of Pro Forma Revenue to commissions and fees, the most directly comparable GAAP financial measure, is set forth in the reconciliation table accompanying this release.

(2)   Pro Forma Adjusted EBITDA and Pro Forma Adjusted EBITDA Margin are non-GAAP measures. Reconciliation of Pro Forma Adjusted EBITDA to net income (loss), the most directly comparable GAAP financial measure, is set forth in the reconciliation table accompanying this release.

(3)   Annualized revenue represents the aggregate revenues of Partners acquired during the relevant period presented, for the most recent trailing twelve month period prior to acquisition by the Company, in each case, at the time the due diligence was concluded based on a quality of earnings review and not an audit.

(4)   Organic Revenue for the three and nine months ended September 30, 2019 used to calculate Organic Revenue Growth for the three and nine months ended September 30, 2020 was $38.4 million and $101.3 million, which is adjusted to reflect revenues from Partnerships that reached the twelve-month owned mark during the three and nine months ended September 30, 2020. Organic Revenue is a non-GAAP measure. Reconciliation of Organic Revenue to commissions and fees, the most directly comparable GAAP financial measure, is set forth in the reconciliation table accompanying this release.

(5)   Adjusted Net Income and Adjusted Diluted EPS are non-GAAP measures. Reconciliation of Adjusted Net Income to net income attributable to BRP Group, Inc. and reconciliation of Adjusted Diluted EPS to diluted loss per share, the most directly comparable GAAP financial measures, are set forth in the reconciliation table accompanying this release.

(6)   Adjusted EBITDA and Adjusted EBITDA Margin are non-GAAP measures. Reconciliation of Adjusted EBITDA to net income (loss), the most directly comparable GAAP financial measure, is set forth in the reconciliation table accompanying this release.

(7)   “MGA of the Future” was acquired by the Company on April 1, 2019 and, as a result, the revenue of “MGA of the Future” for a portion of the prior-year period is not included in the consolidated results of operations for the Company for such period and the 41% revenue growth rate for the nine months ended September 30, 2020 was calculated including periods during which “MGA of the Future” was not owned by the Company.

NOTE REGARDING FORWARD-LOOKING STATEMENTS

This press release may contain various “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, which represent BRP Group’s expectations or beliefs concerning future events. Forward-looking statements are statements other than historical facts and may include statements that address future operating, financial or business performance or BRP Group’s strategies or expectations. In some cases, you can identify these statements by forward-looking words such as “may”, “might”, “will”, “should”, “expects”, “plans”, “anticipates”, “believes”, “estimates”, “predicts”, “projects”, “potential”, “outlook” or “continue”, or the negative of these terms or other comparable terminology. Forward-looking statements are based on management’s current expectations and beliefs and involve significant risks and uncertainties that could cause actual results, developments and business decisions to differ materially from those contemplated by these statements.

Factors that could cause actual results or performance to differ from the expectations expressed or implied in such forward-looking statements include, but are not limited to, those described under the caption “Risk Factors” in BRP Group’s Annual Report on Form 10-K for the year ended December 31, 2019, BRP Group’s Quarterly Report on Form 10-Q for the three months ended March 31, 2020 and BRP Group’s other filings with the SEC, which are available free of charge on the Securities and Exchange Commission’s website at: www.sec.gov. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those indicated. All forward-looking statements and all subsequent written and oral forward-looking statements attributable to BRP Group or to persons acting on behalf of BRP Group are expressly qualified in their entirety by reference to these risks and uncertainties. You should not place undue reliance on forward-looking statements. Forward-looking statements speak only as of the date they are made, and BRP Group does not undertake any obligation to update them in light of new information, future developments or otherwise, except as may be required under applicable law.

CONTACTS

INVESTOR RELATIONS

Investor Relations
(813) 259-8032
[email protected]

PRESS

Rachel Carr
Baldwin Risk Partners
(813) 418-5166
[email protected]

BRP GROUP, INC.

Condensed Consolidated Statements of Comprehensive Income (Loss)

(Unaudited)

    For the Three Months

 Ended September 30,
  For the Nine Months

 Ended September 30,
(in thousands, except share and per share data)   2020   2019   2020   2019
Revenues:                
Commissions and fees   $ 65,843     $ 38,383     $ 171,270     $ 101,280  
                 
Operating expenses:                
Commissions, employee compensation and benefits   48,469     26,788     122,280     67,068  
Other operating expenses   12,146     6,320     30,577     16,711  
Amortization expense   5,185     3,082     13,231     6,793  
Change in fair value of contingent consideration   6,455     535     12,697     (3,222 )
Depreciation expense   258     184     663     460  
Total operating expenses   72,513     36,909     179,448     87,810  
                 
Operating income (loss)   (6,670 )   1,474     (8,178 )   13,470  
                 
Other expense:                
Interest expense, net   (922 )   (3,785 )   (2,554 )   (8,998 )
Other income (expense)   (23 )   5     (23 )   5  
Total other expense   (945 )   (3,780 )   (2,577 )   (8,993 )
                 
Income (loss) before income taxes   (7,615 )   (2,306 )   (10,755 )   4,477  
Income tax provision           12      
Net income (loss)   (7,615 )   (2,306 )   (10,767 )   4,477  
Less: net income (loss) attributable to noncontrolling interests   (4,347 )   (2,306 )   (5,379 )   4,477  
Net loss attributable to BRP Group, Inc.   $ (3,268 )   $     $ (5,388 )   $  
                 
Comprehensive income (loss)   $ (7,615 )   $ (2,306 )   $ (10,767 )   $ 4,477  
Comprehensive income (loss) attributable to noncontrolling interests   (4,347 )   (2,306 )   (5,379 )   4,477  
Comprehensive loss attributable to BRP Group, Inc.   (3,268 )       (5,388 )    
                 
Basic and diluted net loss per share   $ (0.10 )       $ (0.22 )    
Basic and diluted weighted-average shares of Class A common stock outstanding   33,098,356       24,371,304    

BRP GROUP, INC.

Condensed Consolidated Balance Sheets

(Unaudited)

(in thousands, except share and per share data)   September 30, 2020   December 31, 2019
Assets        
Current assets:        
Cash and cash equivalents   $ 50,220     $ 67,689  
Restricted cash   7,778     3,382  
Premiums, commissions and fees receivable, net   98,345     58,793  
Prepaid expenses and other current assets   2,689     3,019  
Due from related parties   41     43  
Total current assets   159,073     132,926  
Property and equipment, net   7,791     3,322  
Other assets   7,949     5,600  
Intangible assets, net   203,555     92,450  
Goodwill   344,396     164,470  
Total assets   $ 722,764     $ 398,768  
Liabilities, Mezzanine Equity and Stockholders Equity        
Current liabilities:        
Premiums payable to insurance companies   $ 83,617     $ 50,541  
Producer commissions payable   12,019     7,470  
Accrued expenses and other current liabilities   21,851     12,334  
Current portion of contingent earnout liabilities   7,065     2,480  
Total current liabilities   124,552     72,825  
Revolving lines of credit   101,000     40,363  
Contingent earnout liabilities, less current portion   78,323     46,289  
Other liabilities   2,194     2,017  
Total liabilities   306,069     161,494  
Commitments and contingencies        
Mezzanine equity:        
Redeemable noncontrolling interest   101     23  
Stockholders’ equity:        
Class A common stock, par value $0.01 per share, 300,000,000 shares authorized; 33,932,868 and 19,362,984 shares issued and outstanding at September 30, 2020 and December 31, 2019, respectively   339     194  
Class B common stock, par value $0.0001 per share, 50,000,000 shares authorized; 45,247,711 and 43,257,738 shares issued and outstanding at September 30, 2020 and December 31, 2019, respectively   4     4  
Additional paid-in capital   237,644     82,425  
Accumulated deficit   (14,038 )   (8,650 )
Notes receivable from stockholders   (519 )   (688 )
Total stockholders’ equity attributable to BRP Group, Inc.   223,430     73,285  
Noncontrolling interest   193,164     163,966  
Total stockholders’ equity   416,594     237,251  
Total liabilities, mezzanine equity and stockholders’ equity   $ 722,764     $ 398,768  

BRP GROUP, INC.

Condensed Consolidated Statements of Cash Flows

(Unaudited)

    For the Nine Months Ended September 30,
(in thousands)   2020   2019
Cash flows from operating activities:        
Net income (loss)   $ (10,767 )   $ 4,477  
Adjustments to reconcile net income (loss) to net cash provided by operating activities:        
Depreciation and amortization   13,894     7,253  
Change in fair value of contingent consideration   12,697     (3,222 )
Share-based compensation expense   5,357     110  
Payment of contingent earnout consideration in excess of purchase price accrual   (1,727 )    
Amortization of deferred financing costs   384     1,117  
Loss on extinguishment of debt       115  
Issuance and vesting of Management Incentive Units       663  
Participation unit compensation       150  
Changes in operating assets and liabilities, net of effect of acquisitions:        
Premiums, commissions and fees receivable, net   (12,717 )   (441 )
Prepaid expenses and other current assets   230     (921 )
Due from related parties   2     73  
Accounts payable, accrued expenses and other current liabilities   23,418     5,090  
Other liabilities       105  
Net cash provided by operating activities   30,771     14,569  
Cash flows from investing activities:        
Capital expenditures   (4,135 )   (1,465 )
Investment in business venture       (200 )
Cash consideration paid for asset acquisitions, net of cash received   (695 )   (671 )
Cash consideration paid for business combinations, net of cash received   (230,403 )   (99,486 )
Net cash used in investing activities   (235,233 )   (101,822 )
Cash flows from financing activities:        
Proceeds from issuance of Class A common stock, net of underwriting discounts   167,346      
Repurchase/redemption of LLC Units and Class B common stock   (32,610 )    
Payment of common stock offering costs   (798 )    
Payment of contingent and guaranteed earnout consideration   (1,192 )   (813 )
Proceeds from revolving line of credit   185,637     68,464  
Repayments of revolving line of credit   (125,000 )    
Proceeds from related party debt       49,845  
Payments on long-term debt       (204 )
Payments of debt issuance costs and debt extinguishment costs   (2,182 )   (15 )
Proceeds from repayment of stockholder/member notes receivable   169     160  
Repurchase of common units       (12,500 )
Distributions       (9,831 )
Other   19     1,662  
Net cash provided by financing activities   191,389     96,768  
Net increase (decrease) in cash and cash equivalents and restricted cash   (13,073 )   9,515  
Cash and cash equivalents and restricted cash at beginning of period   71,071     7,995  
Cash and cash equivalents and restricted cash at end of period   $ 57,998     $ 17,510  

NON-GAAP FINANCIAL MEASURES

Adjusted EBITDA, Adjusted EBITDA Margin, Organic Revenue, Organic Revenue Growth, Adjusted Net Income, Adjusted Diluted Earnings Per Share (“EPS”), Pro Forma Revenue, Pro Forma Adjusted EBITDA and Pro Forma Adjusted EBITDA Margin are not measures of financial performance under GAAP and should not be considered substitutes for GAAP measures, including commissions and fees (for Organic Revenue, Organic Revenue Growth and Pro Forma Revenue), net income (loss) (for Adjusted EBITDA, Adjusted EBITDA Margin, Pro Forma Adjusted EBITDA and Pro Forma Adjusted EBITDA Margin), net income (loss) attributable to BRP Group, Inc. (for Adjusted Net Income) or diluted earnings (loss) per share (for Adjusted Diluted EPS), which we consider to be the most directly comparable GAAP measures. These non-GAAP financial measures have limitations as analytical tools, and when assessing our operating performance, you should not consider these non-GAAP financial measures in isolation or as substitutes for commissions and fees, net income (loss), net income (loss) attributable to BRP Group, Inc. or other consolidated income statement data prepared in accordance with GAAP. Other companies in our industry may define or calculate these non-GAAP financial measures differently than we do, and accordingly these measures may not be comparable to similarly titled measures used by other companies.

Adjusted EBITDA eliminates the effects of financing, depreciation, amortization and change in fair value of contingent consideration. We define Adjusted EBITDA as net income (loss) before interest, taxes, depreciation, amortization, change in fair value of contingent consideration and certain items of income and expense, including share-based compensation expense, transaction-related expenses related to Partnerships including severance, and certain non-recurring costs, including those related to raising capital. We believe that Adjusted EBITDA is an appropriate measure of operating performance because it eliminates the impact of expenses that do not relate to business performance, and that the presentation of this measure enhances an investor’s understanding of our financial performance.

Adjusted EBITDA Margin is Adjusted EBITDA divided by commissions and fees. Adjusted EBITDA Margin is a key metric used by management and our board of directors to assess our financial performance. We believe that Adjusted EBITDA Margin is an appropriate measure of operating performance because it eliminates the impact of expenses that do not relate to business performance, and that the presentation of this measure enhances an investor’s understanding of our financial performance. We believe that Adjusted EBITDA Margin is helpful in measuring profitability of operations on a consolidated level.

Adjusted EBITDA and Adjusted EBITDA Margin have important limitations as analytical tools. For example, Adjusted EBITDA and Adjusted EBITDA Margin:

  • do not reflect any cash capital expenditure requirements for the assets being depreciated and amortized that may have to be replaced in the future;
  • do not reflect changes in, or cash requirements for, our working capital needs;
  • do not reflect the impact of certain cash charges resulting from matters we consider not to be indicative of our ongoing operations;
  • do not reflect the interest expense or the cash requirements necessary to service interest or principal payments on our debt;
  • do not reflect share-based compensation expense and other non-cash charges; and
  • exclude certain tax payments that may represent a reduction in cash available to us.

We calculate Organic Revenue Growth based on commissions and fees for the relevant period by excluding the first twelve months of commissions and fees generated from new Partners. Organic Revenue Growth is the change in Organic Revenue period-to-period, with prior period results adjusted for Organic Revenues that were excluded in the prior period because the relevant Partners had not yet reached the twelve-month owned mark, but which have reached the twelve-month owned mark in the current period. For example, revenues from a Partner acquired on June 1, 2019 are excluded from Organic Revenue for 2019. However, after June 1, 2020, results from June 1, 2019 to December 31, 2019 for such Partners are compared to results from June 1, 2020 to December 31, 2020 for purposes of calculating Organic Revenue Growth in 2020. Organic Revenue Growth is a key metric used by management and our board of directors to assess our financial performance. We believe that Organic Revenue and Organic Revenue Growth are appropriate measures of operating performance as they allow investors to measure, analyze and compare growth in a meaningful and consistent manner.

Adjusted Net Income is presented for the purpose of calculating Adjusted Diluted EPS. We define Adjusted Net Income as net income (loss) attributable to BRP Group, Inc. adjusted for amortization, change in fair value of contingent consideration and certain items of income and expense, including share-based compensation expense, transaction-related expenses related to Partnerships including severance, and certain non-recurring costs that, in the opinion of management, significantly affect the period-over-period assessment of operating results, and the related tax effect of those adjustments.

Adjusted Diluted EPS measures our per share earnings excluding certain expenses as discussed above and assuming all shares of Class B common stock were exchanged for Class A common stock. Adjusted Diluted EPS is calculated as Adjusted Net Income divided by adjusted dilutive weighted-average shares outstanding. We believe Adjusted Diluted EPS is useful to investors because it enables them to better evaluate per share operating performance across reporting periods.

Pro Forma Revenue reflects GAAP revenue (commissions and fees), plus revenue from Partnerships in the unowned periods.

Pro Forma Adjusted EBITDA takes into account Adjusted EBITDA from Partnerships in the unowned periods and eliminates the effects of financing, depreciation and amortization. We define Pro Forma Adjusted EBITDA as pro forma net income (loss) before interest, taxes, depreciation, amortization, change in fair value of contingent consideration and certain items of income and expense, including share-based compensation expense, transaction-related expenses related to Partnerships including severance, and certain non-recurring costs, including those related to raising capital. We believe that Pro Forma Adjusted EBITDA is an appropriate measure of operating performance because it eliminates the impact of expenses that do not relate to business performance, and that the presentation of this measure enhances an investor’s understanding of our financial performance.

Pro Forma Adjusted EBITDA Margin is Pro Forma Adjusted EBITDA divided by Pro Forma Revenue. Pro Forma Adjusted EBITDA is a key metric used by management and our board of directors to assess our financial performance. We believe that Pro Forma Adjusted EBITDA is an appropriate measure of operating performance because it eliminates the impact of expenses that do not relate to business performance, and that the presentation of this measure enhances an investor’s understanding of our financial performance. We believe that Pro Forma Adjusted EBITDA Margin is helpful in measuring profitability of operations on a consolidated level.

Adjusted EBITDA and Adjusted EBITDA Margin

The following table reconciles Adjusted EBITDA and Adjusted EBITDA Margin to net income (loss), which we consider to be the most directly comparable GAAP financial measure to Adjusted EBITDA and Adjusted EBITDA Margin:

    For the Three Months

 Ended September 30,
  For the Nine Months

 Ended September 30,
    2020   2019   2020   2019
Commissions and fees   $ 65,843     $ 38,383     $ 171,270     $ 101,280  
                 
Net income (loss)   $ (7,615 )   $ (2,306 )   $ (10,767 )   $ 4,477  
Adjustments to net income (loss):                
Amortization expense   5,185     3,082     13,231     6,793  
Change in fair value of contingent consideration   6,455     535     12,697     (3,222 )
Share-based compensation   2,240     382     5,357     773  
Interest expense, net   922     3,785     2,554     8,998  
Depreciation expense   258     184     663     460  
Transaction-related Partnership expenses   2,904     500     6,772     1,535  
Severance related to Partnership activity   (324 )       89     300  
Capital related expenses       1,124     1,000     2,214  
Income tax provision           12      
Other   899     92     1,733     391  
Adjusted EBITDA (1)   $ 10,924     $ 7,378     $ 33,341     $ 22,719  
Adjusted EBITDA Margin   17 %   19 %   19   22 %

__________

(1)   Adjusted EBITDA for the nine months ended September 30, 2019 is higher than the sum of Adjusted EBITDA for the first three quarters of 2019 as disclosed in our earnings releases in 2020 as a result of rounding numbers in the prior periods.

Organic Revenue and Organic Revenue Growth

The following table reconciles Organic Revenue to commissions and fees, which we consider to be the most directly comparable GAAP financial measure to Organic Revenue:

    For the Three Months

 Ended September 30,
For the Nine Months

 Ended September 30,
(in thousands, except percentages)   2020   2019   2020   2019
Commissions and fees   $ 65,843     $ 38,383     $ 171,270     $ 101,280  
Partnership commissions and fees (1)   (19,637 )   (17,520 )   (54,569 )   (36,749 )
Organic Revenue   $ 46,206     $ 20,863     $ 116,701     $ 64,531  
Organic Revenue Growth (2)   $ 7,809     $ 2,297     $ 15,393     $ 5,479  
Organic Revenue Growth % (2)   20 %   12 %   15 %   9 %

__________

(1)   Includes the first twelve months of such commissions and fees generated from newly acquired Partners.
(2)   Organic Revenue for the three and nine months ended September 30, 2019 used to calculate Organic Revenue Growth for the three and nine months ended September 30, 2020 was $38.4 million and $101.3 million, respectively, which is adjusted to reflect revenues from Partnerships that reached the twelve-month owned mark during the three and nine months ended September 30, 2020.

Adjusted Net Income and Adjusted Diluted EPS

The following table reconciles Adjusted Net Income to net income (loss) attributable to BRP Group, Inc. and reconciles Adjusted Diluted EPS to diluted loss per share attributable to BRP Group, Inc. Class A common stock:

(in thousands, except per share data)   For the Three Months Ended September 30, 2020   For the Nine Months Ended September 30, 2020
Net loss attributable to BRP Group, Inc.   $ (3,268 )   $ (5,388 )
Net loss attributable to noncontrolling interests   (4,347 )   (5,379 )
Amortization expense   5,185     13,231  
Change in fair value of contingent consideration   6,455     12,697  
Share-based compensation   2,240     5,357  
Transaction-related Partnership expenses   2,904     6,772  
Capital related expenses       1,000  
Amortization of deferred financing costs   189     384  
Severance related to Partnership activity   (324 )   89  
Other   899     1,733  
Adjusted pre-tax income   9,933     30,496  
Adjusted income taxes (1)   983     3,019  
Adjusted Net Income   $ 8,950     $ 27,477  
         
Weighted-average shares of Class A common stock outstanding – diluted   33,098     24,371  
Dilutive effect of unvested restricted shares of Class A common stock   759     483  
Exchange of Class B shares (2)   45,288     44,767  
Adjusted dilutive weighted-average shares outstanding   79,145     69,621  
         
Adjusted Diluted EPS   $ 0.11     $ 0.39  
         
Diluted loss per share   $ (0.10 )   $ (0.22 )
Effect of exchange of Class B shares and net loss attributable to noncontrolling interests per share       0.07  
Other adjustments to net loss per share   0.22     0.58  
Adjusted income taxes per share   (0.01 )   (0.04 )
Adjusted Diluted EPS   $ 0.11     $ 0.39  

___________

(1)   Represents corporate income taxes at assumed effective tax rate of 9.9% applied to adjusted pre-tax income.
(2)   Assumes the full exchange of Class B shares for Class A common stock pursuant to the Amended LLC Agreement.

Pro Forma Revenue

The following table reconciles Pro Forma Revenue to commissions and fees, which we consider to be the most directly comparable GAAP financial measure to Pro Forma Revenue:

    For the Three Months

 Ended September 30,
For the Nine Months

 Ended September 30,
(in thousands)   2020   2019   2020   2019
Commissions and fees   $ 65,843     $ 38,383     $ 171,270     $ 101,280  
Revenue for Partnerships in the unowned period (1)   232     430     30,690     14,769  
Pro Forma Revenue   $ 66,075     $ 38,813     $ 201,960     $ 116,049  

___________

(1)   The adjustments for the three months ended September 30, 2020 reflect commissions and fees revenue for Fletcher Financial Group, Inc. and Medicare Insurance Advisors, Inc. as if the Company had acquired the Partners on January 1, 2020. The adjustments for the nine months ended September 30, 2020 reflect commissions and fees revenue for AgencyRM LLC, VibrantUSA Inc., Insurance Risk Partners, LLC, Southern Protective Group, LLC, Pendulum, LLC, Rosenthal Bros., Inc., Trinity Benefit Advisors, Inc./Russ Blakely & Associates, LLC, Fletcher Financial Group, Inc. and Medicare Insurance Advisors, Inc. as if the Company had acquired the Partners on January 1, 2020. The adjustments for the three months ended September 30, 2019 reflect commissions and fees revenue for Foundation Insurance of Florida, LLC and one asset acquisition for the unowned period as if the Company had acquired the Partners on January 1, 2019. The adjustments for the nine months ended September 30, 2019 reflect commissions and fees revenue for Lykes Insurance, Inc., Millennial Specialty Insurance LLC, Fiduciary Partners Retirement Group, Inc. and Foundation Insurance of Florida, LLC, as well as two asset acquisitions for the unowned period, as if the Company had acquired the Partners on January 1, 2019. This unaudited pro forma information should not be relied upon as being indicative of the historical results that would have been obtained if the acquisitions had occurred on that date, nor the results that may be obtained in the future.

Pro Forma Adjusted EBITDA and Pro Forma Adjusted EBITDA Margin

The following table reconciles Pro Forma Adjusted EBITDA and Pro Forma Adjusted EBITDA Margin to net income (loss), which we consider to be the most directly comparable GAAP financial measure to Pro Forma Adjusted EBITDA and Pro Forma Adjusted EBITDA Margin:

    For the Three Months

 Ended September 30,
For the Nine Months

 Ended September 30,
(in thousands)   2020   2019   2020   2019
Pro Forma Revenue   $ 66,075     $ 38,813     $ 201,960     $ 116,049  
                 
Net income (loss)   $ (7,615 )   $ (2,306 )   $ (10,767 )   $ 4,477  
Net income (loss) for Partnerships in the unowned period (1)   27     136     9,885     (472 )
Pro Forma Net Income (Loss)   (7,588 )   (2,170 )   (882 )   4,005  
Adjustments to pro forma net income (loss):                
Interest expense, net   922     3,785     3,997     13,011  
Amortization expense   5,206     3,082     16,135     8,652  
Change in fair value of contingent consideration   6,455     535     12,697     (3,222 )
Share-based compensation   2,240     382     5,357     773  
Transaction-related Partnership expenses   2,904     500     6,772     1,535  
Depreciation expense   258     184     663     460  
Severance related to Partnership activity   (324 )       89     300  
Capital related expenses       1,124     1,000     2,214  
Income tax provision           12      
Other   899     92     1,733     391  
Pro Forma Adjusted EBITDA (2)   $ 10,972     $ 7,514     $ 47,573     $ 28,119  
Pro Forma Adjusted EBITDA Margin   17   19 %   24 %   24 %

___________

(1)   The adjustments for the three months ended September 30, 2020 reflect net income (loss) for Fletcher Financial Group, Inc. and Medicare Insurance Advisors, Inc. as if the Company had acquired the Partners on January 1, 2020. The adjustments for the nine months ended September 30, 2020 reflect commissions and fees revenue for AgencyRM LLC, VibrantUSA Inc., Insurance Risk Partners, LLC, Southern Protective Group, LLC, Pendulum, LLC, Rosenthal Bros., Inc., Trinity Benefit Advisors, Inc./Russ Blakely & Associates, LLC, Fletcher Financial Group, Inc. and Medicare Insurance Advisors, Inc. as if the Company had acquired the Partners on January 1, 2020. The adjustments for the three months ended September 30, 2019 reflect commissions and fees revenue for Foundation Insurance of Florida, LLC and one asset acquisition for the unowned period as if the Company had acquired the Partners on January 1, 2019. The adjustments for the nine months ended September 30, 2019 reflect commissions and fees revenue for Lykes Insurance, Inc., Millennial Specialty Insurance LLC, Foundation Insurance of Florida, LLC and Fiduciary Partners Retirement Group, Inc., as well as two asset acquisitions for the unowned period, as if the Company had acquired the Partners on January 1, 2019. This unaudited pro forma information should not be relied upon as being indicative of the historical results that would have been obtained if the acquisitions had occurred on that date, nor the results that may be obtained in the future.
(2)   Pro Forma Adjusted EBITDA for the nine months ended September 30, 2019 is higher than the sum of Pro Forma Adjusted EBITDA for the first three quarters of 2019 as disclosed in our earnings releases in 2020 as a result of rounding numbers in the prior periods. 

COMMONLY USED DEFINED TERMS

The following terms have the following meanings throughout this press release unless the context indicates or requires otherwise:

Clients Our insureds
   
Colleagues Our employees
   
GAAP Accounting principles generally accepted in the United States of America
   
Partners Companies that we have acquired, or in the case of asset acquisitions, the producers
   
Partnerships Strategic acquisitions made by the Company

IMPORTANT NOV. 23 DEADLINE: Pawar Law Group Announces a Securities Class Action Lawsuit Against Golar LNG Limited– GLNG

NEW YORK, Nov. 12, 2020 (GLOBE NEWSWIRE) — Pawar Law Group announces that a class action lawsuit has been filed on behalf of shareholders who purchased shares of Golar LNG Limited (NASDAQ: GLNG) from April 24, 2020 through September 24, 2020, inclusive (the “Class Period”). The lawsuit seeks to recover damages for Golar LNG Limited investors under the federal securities laws.

To join the class action, go here or call Vik Pawar, Esq. toll-free at 888-589-9804 or email [email protected] for information on the class action.

According to the lawsuit, defendants throughout the Class Period made false and/or misleading statements and/or failed to disclose that: (1) certain employees, including Hygo’s CEO, had bribed third parties, thereby violating anti-bribery policies; (2) as a result, the Company was likely to face regulatory scrutiny and possible penalties; (3) as a result of the foregoing reputational harm, Hygo’s valuation ahead of its IPO would be significantly impaired; and (4) as a result of the foregoing, Defendants’ positive statements about the Company’s business, operations, and prospects were materially misleading and/or lacked a reasonable basis.

If you wish to serve as lead plaintiff, you must move the Court no later than November 23, 2020. A lead plaintiff is a representative party acting on behalf of other class members in directing the litigation.

No class has been certified. Until a class is certified, you are not represented by counsel unless you hire one. You may hire counsel of your choice. You may also do nothing at this time and be an absent member of the class. Your ability to share in any future recovery is not dependent upon being a lead plaintiff.

Pawar Law Group represents investors from around the world. Attorney advertising. Prior results do not guarantee or predict a similar outcome with respect to any future matter.

——————————-

Contact:  
Vik Pawar, Esq.  
Pawar Law Group  
20 Vesey Street, Suite 1410  
New York, NY 10007  
Tel: (917) 261-2277  
Fax: (212) 571-0938  
[email protected]  

Dominican Republic Launches New Marketing Campaign

New campaign positions the country as the premier destination for international travel in large part to its free health coverage plan

Dominican Republic, Nov. 12, 2020 (GLOBE NEWSWIRE) — The Dominican Republic Ministry of Tourism has launched a new marketing campaign which underscores through captivating creative that Dominican Republic is open and well prepared for international tourism. The campaign encourages consumers to immerse in travel without uncertainty while offering reassurance that a trip to Dominican Republic will be worry-free. With the country’s free health coverage plan―which provides 100 percent financial support in the event of exposure to COVID-19 while in-country―travelers get a feature no other Caribbean destination offers.

Over the course of the pandemic, and upon international boarders reopening on July 1, the Dominican Republic Ministry of Tourism (MITUR), in collaboration with the National Association of Hotels and Tourism (ASONAHORES) and other Dominican government entities, have worked to better understand tourists’ concerns to ensure the country is adequately prepared to reactivate tourism. As a result, on September 15, the country and ASONAHORES launched the Responsible Tourism Recovery Plan, which features unmatched competitive safety measures and protocols, specifically the free Health Coverage Plan.

With this free health coverage plan, all international tourists arriving on commercial flights and visiting a hotel are granted temporary access during the check-in process. The coverage includes medical attention by specialists, medical transfers, transfer of a relative, penalty for airfare changes, lodging for prolonged stays and more. This offering, which is available at all medical centers around the tourist region, is provided at no cost to visitors arriving on or before December 31, 2020.

“This revitalization campaign further reinforces our commitment to not only the recovery of tourism but also to regaining traveler confidence while ensuring their safety,” said David Collado, Dominican Republic Minister of Tourism. “Our country is renowned for warmth, hospitality and immersive beauty, and we are thrilled to launch this campaign to shine a spotlight for those ready to travel that Dominican Republic is open and ready to welcome them.”

Strategically designed to highlight the country’s endless beauty and indulgent offerings, the campaign commences the next chapter of MITUR’s global tourism positioning efforts with a two-pillared approach: reactivate tourism and regain travelers trust. On October 20, the campaign debuted with a :30 second spot across all digital platforms and a dedicated social campaign.

Over the following months, the campaign will extend into the brand’s other marketing channels and efforts, including, but not limited to, paid media, search engine optimization, in-country activations and public relations.

In addition to the free health coverage plan, the country also features a broad portfolio of world-class safety measures, including, but not limited to:

  • Ease of Entry: As of September 15, all international travelers no longer need to provide a negative PCR or COVID-19 test upon arrival. Instead, airports and other ports of entry will administer a quick, aleatory breath test to between 3 and 10 percent of passengers, and all those who present symptoms.
  • Safety Upon Arrival: Following arrival at all eight international airports and other ports throughout the country, guests will be subject to mandatory temperature checks, social distancing and mask ordinances in and around airports, hotels and public spaces. Likewise, within the customs process, travelers will be required to submit a mandatory Traveler’s Health Affidavit. Through this form, passengers declare they have not felt any COVID-19 related symptoms in the last 72 hours and will be required to provide contact information details for the next 30 days.
  • Sanitary Bubble: MITUR also collaborated with ASONAHORES to create a unique sanitary bubble strategy that significantly reduces the risk of virus transmission between guests and hotel staff. Within each bubble, teams of hotel employees work for two weeks straight, staying in a designated and segmented area of the hotel. Prior to the start of their shift, employees must present a negative COVID-19 test.

For a first look, visit: www.godominicanrepublic.com/OpenDR/. To obtain more information on travel and COVID-19, visit: www.godominicanrepublic.com/coronavirus. For more information on hotels, attractions, activities and to begin planning your Dominican adventure, visit www.GoDominicanRepublic.com.

###

About Dominican Republic

Surrounded by the Atlantic Ocean on the north and the Caribbean Sea on the south, our lush tropical and paradisiacal country boasts nearly 1,000 miles of coastline, magnificent resorts and hotels, and a variety of sports, recreation and entertainment options. Here you can dance to the pulse pounding thrill of the merengue, renew in our luxurious and diverse accommodations, explore ancient relics of centuries past, delight in delicious Dominican gastronomy or enjoy ecotourism adventures in our magnificent national parks, mountain ranges, rivers and beaches.

Known for our warm and hospitable people, Dominican Republic is a destination like no other, featuring astounding nature, intriguing history and rich cultural experiences like music, art and festivals, plus uniquely Dominican specialties such as cigars, rum, chocolate, coffee, merengue, amber and larimar.

Dominican Republic features the best beaches, fascinating history and culture, and is a chosen escape for celebrities, couples and families alike.  Visit Dominican Republic Ministry of Tourism’s official website at: www.GoDominicanRepublic.com

Download the Go Dominican Republic App, available in the App Store and Google Play

 Follow us on Twitter and Instagram  Like us on Facebook

 

Attachment

Callie Murphy
Dominican Republic Ministry of Tourism
(414) 247-3897
[email protected]

INTRUSION Expands Senior Management to Support Rapid Growth

PLANO, Texas, Nov. 12, 2020 (GLOBE NEWSWIRE) — INTRUSION Inc. (NASDAQ: INTZ), a leading provider of entity identification, high speed data mining, cybercrime and advanced persistent threat detection services, has added several new positions to its senior leadership team to support the commercial launch of its revolutionary Shield cybersecurity solutions and expected future growth. Andrew Wildrix has been appointed Vice President of Information Technology, and Brandy Schade has been named Vice President of People and Culture.

Wildrix joins INTRUSION with over 30 years of technical experience, including over 20 years of service for the U.S. Army. He has an extensive history working with complex technical environments, high-level security clearances, and within large organizations, such as AT&T. He is tasked with scaling INTRUSION’s technology infrastructure to keep pace with the company’s swift expansion and supporting customer network environments.

Brandy Schade comes to INTRUSION with more than 20 years of experience in leadership consulting as well as people and culture development. In her new role, she will oversee hiring and staffing with a focus on recruiting and retaining high-level talent to help fuel the company’s growth, and has already brought in more than a dozen talented recruits.

In addition to these positions, Joe Head has been named Senior Vice President of Direct Sales. He previously served as INTRUSION’s Senior Vice President of Strategic Programs. In this position, he will oversee a new team of five regional sales directors who will build the company’s large enterprise sales throughout the country.

INTRUSION is poised for significant growth with our family of cybersecurity solutions for businesses and government agencies, Shield. This expected growth trajectory requires that we have the best talent in the right positions with the strategic expertise necessary to successfully lead our company,” said Jack Blount, President and CEO of INTRUSION. “The expansion of our sales channels – both direct and indirect – and the development of our future solutions are extremely important in ensuring that customers across all business categories and sizes have access to INTRUSION’s revolutionary Shield cybersecurity solutions. Achieving rapid growth requires great technology solutions and great people. With the talent we are now adding we will achieve amazing results.”

The company has also added a Senior Cloud Architect with more than 30 years of technical experience who has worked extensively with Blount on other high-profile cloud projects and will be supporting its Shield CLOUD initiative. Further, the company is building out several internal departments, including the addition and fulfillment of several new positions to its technical support, tele-sales and project management departments.

A
bout INTRUSION Inc.

INTRUSION
, Inc. is a global provider of entity identification, high speed data mining, cybercrime and advanced persistent threat detection solutions. INTRUSION’s family of solutions includes Shield, a combination of plug-n-play hardware, software, global data, and real-time Artificial Intelligence (AI) services that provide organizations with the most robust cybersecurity defense possible, TraceCop™ for identity discovery and disclosure, and Savant™ for network data mining and advanced persistent threat detection. INTRUSION’s solutions help protect critical information assets by quickly detecting, protecting, analyzing and reporting attacks or misuse of classified, private and regulated information for government and enterprise networks. For more information, please visit www.intrusion.com.

Cautionary Statement Regarding Forward Looking Information

This release may contain certain forward-looking statements, which reflect management’s expectations regarding future events and operating performance and speak only as of the date hereof. These forward- looking statements involve a number of risks and uncertainties. Such statements include, without limitation, statements regarding the introduction of our new INTRUSION Shield solution, the expected contributions of the these recently hired individuals, and the anticipated benefits these contributions will make to the future success of the Company, as well as other statements that are forward looking in nature. These statements are made under the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995 and involve risks and uncertainties which could cause actual results to differ materially from those in the forward-looking statements, including, without limitation, the risk that our new and upcoming product solutions do not achieve the market acceptance we anticipate, or that these newly hired individuals and these newly created position do not improve the Company’s future performance as expected, as well as other risks that we have detailed in the Company’s most recent reports on Form 10-K and Form 10-Q, particularly under the heading “Risk Factors.”

Contact

Julia Kramer
[email protected]
P: 972-301-3635

Chicken Soup for the Soul Entertainment Reports Q3 2020 Results

Strong performance across Online Networks and Distribution & Production businesses drives significant growth

COS COB, Conn., Nov. 12, 2020 (GLOBE NEWSWIRE) — Chicken Soup for the Soul Entertainment, Inc. (Nasdaq: CSSE), one of the largest operators of streaming advertising-supported video-on-demand (AVOD) networks, today announced its financial results for the third quarter ended September 30, 2020.

Third
Quarter
2020
Financial
Summary

  • Gross revenue of $20.0 million, compared to $13.9 million in the second quarter of 2020, and $17.0 million in the year-ago period.
  • Net loss of $13.0 million compared to a net loss of $10.0 million in the second quarter of 2020, and a net loss of $13.3 million in the year-ago period; $12.0 million net loss before preferred dividends, compared to $9.0 million net loss in the second quarter 2020, and $12.4 million net loss before preferred dividends in the year-ago period.
  • Adjusted EBITDA of $4.2 million, compared to $2.7 million in the second quarter 2020, and a loss of $0.4 million in the year-ago period.
  • Online Networks, which include Crackle and Popcornflix, revenue of $6.7 million compared to $5.4 million in the second quarter of 2020, and $14.4 million in the year-ago period. The year-over-year decline reflects approximately $6.2 million in advertising revenue in the year ago period from the since-shuttered Playstation Vue, and intercompany revenue share payments in the 2020 period of $1.3 million to our Distribution & Production business for the licensing of content from our sister company, Screen Media.
  • Distribution & Production revenue of $13.3 million compared to $8.5 million in the second quarter of 2020, and $2.7 million in the year-ago period due to strength in content licensing and TVOD revenue.

Recent Business Highlights

  • Continued to expand pipeline of Original & Exclusive content which represented 16% of average monthly streaming hours in the quarter, compared to just 2% a year ago.
  • Online Networks delivered steady viewership throughout the quarter and sequential growth in ad impressions. The latest Crackle original series, Spides, premiered on September 17th, and drove over one million streams in its first two weeks.
  • Distribution and Production generated strong performance driven by the #1 TVOD hit The Outpost as well as the company’s growing library of film and television content.
  • Today the company agreed to a 30-day extension of a key decision deadline, to December 14, 2020, as the Crackle Plus joint venture partners assess the possibility of closer collaboration.

“Our strong third quarter results demonstrate that we are continuing our momentum, despite the pandemic, and we are poised for a terrific end to 2020,” said William J. Rouhana Jr., chairman and chief executive officer of Chicken Soup for the Soul Entertainment. “Viewers are engaging with our differentiated and expanding Original and Exclusive content, and our Distribution and Production business generated an exceptional performance driven by one of the summer and fall’s most-watched films on VOD, The Outpost. We are now turning our focus to growing awareness of our Crackle Plus networks to scale viewership, while continuing to expand our stable of fully owned content, which will drive both future revenue opportunity and higher margins. We’ve also enhanced our balance sheet, working capital position and financial flexibility. We believe we are in an excellent position to drive greater levels of growth in 2021 as we capitalize on the robust opportunities ahead in the emerging AVOD landscape.”

Gross profit for the quarter ended September 30, 2020 was $4.5 million, or 23% of net revenue, compared to $0.6 million in the second quarter, or 4% of net revenue, and $3.2 million, or 19% of net revenue for the year-ago period. The change in the percentage of gross profit resulted in part from non-cash amortization of the film library in the company’s traditional distribution business, which is required by GAAP to be included in cost of revenue. Without this non-cash film library amortization expense, the gross profit would have been $12.5 million or 65% of total net revenue.

Operating loss for the quarter ended September 30, 2020 was $11.3 million compared to an operating loss of $13.1 million in the second quarter 2020, and $9.6 million in the year-ago period. Without this film library amortization expense and other depreciation and amortization, operating income would have been $1.3 million.

Net loss was $13.0 million, or $1.04 per share, compared to a net loss of $10.0 million, or $0.83 per share, in the second quarter 2020, and a net loss of $13.3 million, or $1.11 per share in the prior-year third quarter. Excluding preferred dividends, the net loss in the third quarter of 2020 would have been $12.0 million, or $0.96 per share, compared to net loss of $12.4 million, or $1.03 per share for the year-ago period.

Adjusted EBITDA for the quarter ended September 30, 2020 was $4.2 million, compared to $2.7 million in the second quarter 2020, and a loss of $0.4 million in the year-ago period.

As of September 30, 2020, the company had $9.2 million of cash and cash equivalents compared to $6.2 million at September 30, 2019, and outstanding debt of $34.8 million as of September 30, 2020 compared to $20.2 million as of September 30, 2019.

For a discussion of the financial measures presented herein which are not calculated or presented in accordance with U.S. generally accepted accounting principles (“GAAP”), see “Note Regarding Use of Non-GAAP Financial Measures” below and the schedules to this press release for additional information and reconciliations of non-GAAP financial measures.

The company presents non-GAAP measures such as Adjusted EBITDA and Pro Forma Adjusted EBITDA to assist in an analysis of its business. These non-GAAP measures should not be considered an alternative to GAAP measures as an indicator of the company’s operating performance.

Conference Call Information

  • Date, Time: Thursday, November 12, 2020, 4:30 p.m. ET.
  • Toll-free: (833) 832-5128
  • International: (484) 747-6583
  • Conference ID: 2772449
  • A live webcast and replay will be available at http://ir.cssentertainment.com/ under the “News & Events” tab

Conference Call Replay Information

  • Toll-free: (855) 859-2056
  • International: (404) 537-3406
  • Conference ID: 2772449

ABOUT CHICKEN SOUP FOR THE SOUL ENTERTAINMENT

Chicken Soup for the Soul Entertainment, Inc. (Nasdaq: CSSE) operates streaming video-on-demand networks (VOD). The company owns a majority stake in Crackle Plus, a company formed with Sony Pictures Television, which owns and operates a variety of ad-supported and subscription-based VOD networks including Crackle, Popcornflix, Popcornflix Kids, Truli, Pivotshare, Españolflix and FrightPix. The company also acquires and distributes video content through its Screen Media subsidiary and produces original long and short-form content through Landmark Studio Group, its Chicken Soup for the Soul Originals division and APlus.com. Chicken Soup for the Soul Entertainment is a subsidiary of Chicken Soup for the Soul, LLC, which publishes the famous book series and produces super-premium pet food under the Chicken Soup for the Soul brand name.

Note Regarding Use of Non-GAAP Financial Measures

The company’s consolidated financial statements are prepared in accordance with generally accepted accounting principles in the United States (“GAAP”). It uses a non-GAAP financial measure to evaluate its results of operations and as a supplemental indicator of operating performance. The non-GAAP financial measure that is used is Adjusted EBITDA. Adjusted EBITDA (as defined below) is considered a non-GAAP financial measure as defined by Regulation G promulgated by the SEC under the Securities Act of 1933, as amended. Management believes this non-GAAP financial measure enhances the understanding of the company’s historical and current financial results and enables the board of directors and management to analyze and evaluate financial and strategic planning decisions that will directly affect operating decisions and investments. The presentation of Adjusted EBITDA should not be construed as an inference that future results will be unaffected by unusual or non-recurring items or by non-cash items. This non-GAAP financial measure should be considered in addition to, rather than as a substitute for, the company’s actual operating results included in its condensed consolidated financial statements.

“Adjusted EBITDA” means earnings before interest, taxes, depreciation, amortization (including tangible and intangible assets), acquisition-related costs, consulting fees related to acquisitions, dividend payments, non-cash share-based compensation expense, and adjustments for other unusual and infrequent in nature identified charges, including transition related expenses. Adjusted EBITDA is not an earnings measure recognized by U.S. GAAP and does not have a standardized meaning prescribed by GAAP; accordingly, Adjusted EBITDA may not be comparable to similar measures presented by other companies. Management believes Adjusted EBITDA to be a meaningful indicator of our performance that provides useful information to investors regarding our financial condition and results of operations. The most comparable GAAP measure is operating income.

A reconciliation of net loss to Adjusted EBITDA is provided in the company’s interim report on Form 10-Q for the three and nine months ended September 30, 2020 and Annual Report on Form 10-K for the year ended December 31, 2019 under “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Reconciliation of GAAP Net Income as reported to Adjusted EBITDA.”

FORWARD-LOOKING STATEMENTS

This press release includes forward-looking statements that involve risks and uncertainties. Forward-looking statements are statements that are not historical facts. Such forward-looking statements are subject to risks (including those set forth in the Annual Report on Form 10-K, filed with the Securities and Exchange Commission on March 30, 2020) and uncertainties which could cause actual results to differ from the forward-looking statements. The company expressly disclaims any obligations or undertaking to release publicly any updates or revisions to any forward-looking statements contained herein to reflect any change in the company’s expectations with respect thereto or any change in events, conditions or circumstances on which any statement is based. Investors should realize that if our underlying assumptions for the projections contained herein prove inaccurate or that known or unknown risks or uncertainties materialize, actual results could vary materially from our expectations and projections.

INVESTOR RELATIONS

Taylor Krafchik
Ellipsis
[email protected]
646-776-0886

MEDIA CONTACT

Kate Barrette
RooneyPartners LLC
[email protected]
(212) 223-0561

Tables Follow

               
Chicken Soup for the Soul Entertainment, Inc.


Condensed Consolidated Balance Sheets


               
  September 30,    December 31, 


  2020   2019


  (unaudited)        
ASSETS              
Cash and cash equivalents $ 9,243,315     $ 6,447,402  
Accounts receivable, net of allowance for doubtful accounts of $1,777,744 and $1,531,247, respectively   24,772,024       34,661,119  
Prepaid expenses and other current assets   2,985,503       1,173,223  
Goodwill   21,448,106       21,448,106  
Indefinite lived intangible assets   12,163,943       12,163,943  
Intangible assets, net   20,575,942       35,451,951  
Film library, net   36,878,196       33,250,149  
Due from affiliated companies   6,081,324       7,642,432  
Programming costs and rights, net   20,702,405       15,113,574  
Other assets, net   4,794,239       313,585  
Total assets $ 159,644,997     $ 167,665,484  
               
LIABILITIES AND EQUITY              
Current maturities of commercial loan $     $ 3,200,000  
Commercial loan, net of unamortized deferred finance costs of $0 and $189,525, respectively         11,810,475  
9.50% Notes due 2025, net of unamortized deferred finance costs of $1,059,401 and $0, respectively   21,040,599        
Notes payable under revolving credit facility   2,500,000       5,000,000  
Film acquisition advance   10,210,000        
Accounts payable and accrued expenses   25,923,748       26,646,390  
Ad representation fees payable   3,021,520       12,429,838  
Film library acquisition obligations   10,609,186       5,020,600  
Programming obligations   6,416,012       7,300,861  
Accrued participation costs   12,894,099       5,066,512  
Other liabilities   1,777,548       170,106  
Total liabilities   94,392,712       76,644,782  
Commitments and contingencies              
               
Equity              
Stockholders’ Equity:              
Series A cumulative redeemable perpetual preferred stock, $.0001 par value, liquidation preference of $25.00 per share, 10,000,000 shares authorized; 1,732,139 and 1,599,002 shares issued and outstanding, respectively; redemption value of $43,303,475 and $39,975,050, respectively   173       160  
Class A common stock, $.0001 par value, 70,000,000 shares authorized; 4,919,195 and 4,259,920 shares issued, 4,844,960 and 4,185,685 shares outstanding, respectively   492       425  
Class B common stock, $.0001 par value, 20,000,000 shares authorized; 7,813,938 shares issued and outstanding   782       782  
Additional paid-in capital   96,498,618       87,610,030  
Deficit   (67,182,836 )     (32,695,629 )
Class A common stock held in treasury, at cost (74,235 shares)   (632,729 )     (632,729 )
Total stockholders’ equity   28,684,500       54,283,039  
Subsidiary convertible preferred stock   36,350,000       36,350,000  
Noncontrolling interests   217,785       387,663  
Total equity   65,252,285       91,020,702  
Total liabilities and equity $ 159,644,997     $ 167,665,484  
               

 

Chicken Soup for the Soul Entertainment, Inc.


Condensed Consolidated Statements of Operations


(unaudited)


                               
  Three Months Ended September 30, 


  Nine Months Ended September 30,


  2020   2019   2020   2019
Revenue:                              
Online networks $ 6,652,562     $ 14,383,659     $ 21,038,965     $ 25,128,001  
Distribution and Production   13,318,050       2,662,429       26,948,795       6,655,114  
Total revenue   19,970,612       17,046,088       47,987,760       31,783,115  
Less: returns and allowances   (608,861 )     (255,394 )     (1,861,396 )     (828,785 )
Net revenue   19,361,751       16,790,694       46,126,364       30,954,330  
Cost of revenue   14,840,851       13,614,648       37,684,786       23,568,743  
Gross profit   4,520,900       3,176,046       8,441,578       7,385,587  
Operating expenses:                              
Selling, general and administrative   9,301,550       6,371,870       23,194,223       13,894,351  
Amortization and depreciation   4,576,742       4,695,522       15,022,885       5,631,136  
Management and license fees   1,936,175       1,676,303       4,612,636       3,091,093  
Total operating expenses   15,814,467       12,743,695       42,829,744       22,616,580  
Operating loss   (11,293,567 )     (9,567,649 )     (34,388,166 )     (15,230,993 )
Interest expense   659,803       195,881       1,322,831       483,363  
Loss on extinguishment of debt   169,219       350,691       169,219       350,691  
Acquisition-related costs         1,078,637       98,926       3,735,373  
Other non-operating income, net   (43,445 )     (8,997 )     (4,381,292 )     (34,546 )
Loss before income taxes and preferred dividends   (12,079,144 )     (11,183,861 )     (31,597,850 )     (19,765,874 )
Provision for income taxes   26,000       1,248,000       93,000       557,000  
Net loss before noncontrolling interests and preferred dividends   (12,105,144 )     (12,431,861 )     (31,690,850 )     (20,322,874 )
Net loss attributable to noncontrolling interests   (73,135 )     (37,473 )     (169,878 )     (36,960 )
Net loss attributable to Chicken Soup for the Soul Entertainment, Inc.   (12,032,009 )     (12,394,388 )     (31,520,972 )     (20,285,914 )
Less: preferred dividends   1,017,691       929,387       2,966,235       2,330,675  
Net loss available to common stockholders $ (13,049,700 )   $ (13,323,775 )   $ (34,487,207 )   $ (22,616,589 )
Net loss per common share:                              
Basic and diluted $ (1.04 )   $ (1.11 )   $ (2.83 )   $ (1.89 )
                               

Chicken Soup for the Soul Entertainment, Inc.


Adjusted EBITDA



 
             
               
  Three Months Ended September 30,


  2020   2019
Net loss available to common stockholders $ (13,049,700 )   $ (13,323,775 )
Preferred dividends   1,017,691       929,387  
Provision for income taxes   26,000       1,248,000  
Other taxes   97,466       54,590  
Interest expense   659,803       195,881  
Film library and program rights amortization   8,020,638       1,369,874  
Share-based compensation expense   346,773       303,205  
Acquisition-related costs         1,078,637  
Reserve for bad debt and video returns   1,538,449       722,729  
Amortization and depreciation   4,960,074       4,695,522  
Other non-operating income, net   (43,445 )     (8,997 )
Loss on extinguishment on debt   169,219       350,691  
Transitional expenses         1,634,771  
All other nonrecurring costs   472,322       377,184  
Adjusted EBITDA $ 4,215,290     $ (372,301 )
               
               
  Nine Months Ended September 30,


  2020   2019
Net loss available to common stockholders $ (34,487,207 )   $ (22,616,589 )
Preferred dividends   2,966,235       2,330,675  
Provision for income taxes   93,000       557,000  
Other Taxes   202,117       386,265  
Interest expense   1,322,831       483,363  
Film library and program rights amortization   16,922,753       3,804,268  
Share-based compensation expense   820,881       794,149  
Acquisition-related costs   98,926       3,735,373  
Reserve for bad debt & video returns   4,072,785       1,241,243  
Amortization and depreciation   15,661,774       5,631,136  
Other non-operating income, net   (4,381,292 )     (34,546 )
Loss on extinguishment on debt   169,219       350,691  
Transitional expenses   4,353,345       2,876,124  
All other nonrecurring costs   1,128,662       564,240  
Adjusted EBITDA $ 8,944,029     $ 103,392  
               

Kubient Reports Third Quarter 2020 Results

PR Newswire

NEW YORK, Nov. 12, 2020 /PRNewswire/ — Kubient, Inc. (NasdaqCM: KBNT, KBNTW) (“Kubient” or the “Company”), a cloud-based software platform for digital advertising, today reported financial results for the third quarter and nine months ended September 30, 2020.

Third Quarter 2020 and Recent Operational Highlights

  • Onboarded former Director at Centro, advertising technology and publishing veteran, Ryan Adams, as Senior Vice President of Partnerships
  • Appointed Chairman, Founder, and Chief Strategy Officer (“CSO”), Paul Roberts, as Interim Chief Executive Officer (“CEO”)
  • Evaluated and streamlined The Associated Press’ (“AP”) digital advertising supply chain, resulting in a reduction in half of its non-essential vendors and a more optimized and cost-effective infrastructure
  • Discovered new “Weasel Injection” ad fraud scheme or fake traffic being purchased by Demand Side Platforms (“DSP”) and Supply Side Platforms (“SSP”) of major brands
  • Publisher inventory that Kubient can monetize, or ad impression opportunities, for the Audience Cloud, Kubient’s flexible open marketplace for advertisers and publishers to reach, monetize and connect their audiences, increased 428% from September to October
  • Closed an initial public offering (IPO) of 2,500,000 units, resulting in gross proceeds of approximately $12.5 million, before deducting underwriting discounts and commissions and other offering expenses

Management Commentary

“Our results for the third quarter were an encouraging step forward, driven by a number of key developments including our successful optimization of the AP’s ad infrastructure as well as our noteworthy detection of the Weasel Injection fraud through our Kubient Artificial Intelligence (KAI) pre-bid ad-fraud prevention tool,” said Kubient Founder, Chairman, CSO, and Interim CEO Paul Roberts. “As the digital advertising industry began to pick back up during the period, we witnessed an influx of ‘supply’ or publisher inventory connected to our audience cloud platform. To address this unmet and growing need, we’ve brought on a senior level ad veteran in Ryan Adams, who will be focused on maximizing this new monetization opportunity. Our plan with his new team will be to attract more brands and ad agencies to our audience cloud, ultimately driving demand-side revenue and supporting the ready-made supply-side inventory.

“The additional data points of progress we’re seeing with our ad fraud prevention tool KAI are also encouraging. The Weasel Injection scheme proved to be a major issue for a number of global enterprises, underscoring just how prevalent this issue is and highlighting how important we believe our product can be. In an industry where speed is crucial, KAI is the fastest tool in a $42 billion ad fraud market. Thanks to the success of our initial beta tests in the first half of the year, we have received an increase in demand for KAI from a number of prospective customers. We also plan on rolling out KAI as a stand-alone application in the coming months, providing more optionality and expanding our potential customer base. In parallel, we are also looking to launch a self-serve DSP for a number of brands that have been requesting an alternative to the outdated mode of driving their campaigns through a third-party DSP or agency trading desk. With a number of major events on the horizon and a steadily recovering market, we look forward to driving continued growth and increasing share in the digital advertising industry.”

Third Quarter 2020 Financial Results

Net revenues increased to $280,000 compared to $92,000 in the prior quarter and from $56,000 in the equivalent quarter in 2019. The sequential and year-over-year increase in net revenue was due to increased engagement from two customers in the quarter.

Total operating expenses increased to $1.7 million compared to $1.2 million in the previous quarter and $1.0 million in the same period last year. The increase in total operating expenses was primarily due to higher technology expenses related to amortization expense of intangible assets and higher general and administrative expenses related to one-time compensation expenses related to the company’s IPO.

GAAP net loss attributable to common shareholders was $5.8 million, or $(1.03) loss per share, compared to a net loss of $1.5 million, or $(0.42) loss per share, in the prior quarter and net loss of $1.4 million, or $(0.38) loss per share, in the same year-ago period. The year-over-year increase in net loss was primarily due to higher non-cash other expenses of approximately $2.4 million as well as a non-cash deemed dividend of $1.7 million related to a warrant down round adjustment in the period.

As of September 30, 2020, the Company had cash of $8.4 million.

Nine Month 2020 Financial Results

Net revenues increased to $1.8 million from $162,000 in the same period last year. The increase was primarily due to revenue generated in connection with the beta testing of KAI, in addition to increased engagement from two customers in the quarter.

Total operating expenses increased to $4.1 million from $2.6 million in the same period last year. The increase in total operating expenses was primarily due to higher technology expenses related to amortization expense of intangible assets and higher general and administrative expenses related to one-time compensation expenses related to the company’s IPO.

GAAP net loss attributable to common shareholders was $7.4 million, or $(1.72) loss per share, compared to $3.0 million, or $(0.82) loss per share, in the same year-ago period. The higher net loss was due to higher non-cash other expenses of approximately $3.1 million, a non-cash deemed dividend of $1.7 million related to a warrant down round adjustment in the period and higher operating expenses, partially offset by higher net revenues.

Conference Call

Kubient will hold a conference call today (November 12, 2020) at 5:00 p.m. Eastern time (2:00 p.m. Pacific time) to discuss these results.

Kubient management will host the conference call, followed by a question and answer period.

U.S. dial-in: 1-877-407-9208
International dial-in: 1-201-493-6784

Please call the conference telephone number 10 minutes prior to the start time. An operator will register your name and organization. If you have any difficulty connecting with the conference call, please contact Gateway Investor Relations at 949-574-3860.

The conference call will be broadcast live and available for replay here and via the Investor Relations section of Kubient’s website.

A telephonic replay of the conference call will be available after 8:00 p.m. Eastern time through November 19, 2020.

Toll-free replay number: 1-844-512-2921
International replay number: 1-412-317-6671
Replay ID: 13712644

About Kubient

Kubient is a technology company with a mission to transform the digital advertising industry to audience-based marketing. Kubient’s next generation cloud-based infrastructure enables efficient marketplace liquidity for buyers and sellers of digital advertising. The Kubient Audience Cloud is a flexible open marketplace for advertisers and publishers to reach, monetize and connect their audiences. The Company’s platform provides a transparent programmatic environment with proprietary artificial intelligence-powered pre-bid ad fraud prevention, and proprietary real-time bidding (RTB) marketplace automation for the digital out of home industry. The Audience Cloud is the solution for brands and publishers that demand transparency and the ability to reach audiences across all channels and ad formats. For additional information, please visit https://kubient.com/.

Forward-Looking Statements

The information contained herein includes forward-looking statements. These statements relate to future events or to 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. You should not place undue reliance on forward-looking statements since they involve known and unknown risks, uncertainties and other factors which are, in some cases, beyond our control and which could, and likely will, materially affect actual results, levels of activity, performance or achievements. Any forward-looking statement reflects our current views with respect to future events and is subject to these and other risks, uncertainties and assumptions relating to our operations, results of operations, growth strategy and liquidity. We assume no obligation to publicly update or revise these forward-looking statements for any reason, or to update the reasons actual results could differ materially from those anticipated in these forward-looking statements, even if new information becomes available in the future. The safe harbor for forward-looking statements contained in the Securities Litigation Reform Act of 1995 protects companies from liability for their forward-looking statements if they comply with the requirements of the Act.

Kubient Investor Relation
Gateway Investor Relations
Matt Glover and Tom Colton
T: 1-949-574-3860
[email protected]

 


Kubient, Inc.


Condensed Consolidated Statements of Operations


(unaudited)


For the Three Months Ended


For the Nine Months Ended


September 30,


September 30,


2020


2019


2020


2019


Net Revenues

$           280,401

$             55,872

$        1,753,851

$           161,828


Operating Expenses:

Technology

545,639

315,824

1,577,197

1,070,561

General and administrative

1,167,861

703,238

2,489,867

1,494,609

Total Operating Expenses

1,713,500

1,019,062

4,067,064

2,565,170

Loss From Operations

(1,433,099)

(963,190)

(2,313,213)

(2,403,342)


Other (Expense) Income:

Interest expense

(389,319)

(362,179)

(1,118,614)

(522,278)

Interest expense – related parties

(200,821)

(29,551)

(403,372)

(29,666)

Amortization of beneficial conversion feature

(1,984,322)

(1,984,322)

Gain on settlement of notes and other payables

139,333

139,333

Gain on forgiveness of accounts payable – supplier

236,248

Loss on extinguishment of convertible note payable

(297,272)

(297,272)

Other income 

1,000

12

13,294

256

Total Other Expense

(2,731,401)

(391,718)

(3,414,705)

(551,688)


Net Loss

(4,164,500)

(1,354,908)

(5,727,918)

(2,955,030)

Deemed dividend related to warrant down round adjustment

(1,682,000)

(1,682,000)


Net Loss Attributable to Common Shareholders

$      (5,846,500)

$      (1,354,908)

$      (7,409,918)

$      (2,955,030)

Net Loss Per Share – Basic and Diluted

$               (1.03)

$               (0.38)

$               (1.72)

$               (0.82)

Weighted Average Common Shares Outstanding – 

Basic and Diluted

5,676,561

3,599,300

4,300,905

3,599,909

 


Kubient, Inc.


Condensed Consolidated Balance Sheets


September 30,


December 31,


2020


2019


(unaudited)


Assets

Current Assets:

Cash

$        8,356,834

$             33,785

Accounts receivable, net 

797,422

38,704

Prepaid expenses and other current assets

117,085

28,072

Total Current Assets

9,271,341

100,561

Intangible assets, net

1,357,726

83,333

Property and equipment, net

8,088

4,549

Deferred offering costs

10,000

285,196

Total Assets

$      10,647,155

$           473,639


Liabilities and Stockholders’ Equity (Deficiency)

Current Liabilities:

Accounts payable – suppliers

$           319,484

$           785,180

Accounts payable – trade

1,531,084

867,554

Accrued expenses and other current liabilities

766,621

478,674

Accrued interest

3,001

117,912

Accrued interest – related parties

4,204

Due to related party

29,000

29,000

Notes payable, current portion

136,242

113,967

Convertible notes payable, current portion, net of discount of $0

    and $630,994 as of September 30, 2020 and December 31, 2019, respectively

2,569,006

Convertible notes payable – related parties, current portion, net of discount of $0

and $281,701 as of September 30, 2020 and December 31, 2019, respectively

548,799

Total Current Liabilities

2,785,432

5,514,296

Notes payable, non-current portion

269,848

Total Liabilities

3,055,280

5,514,296

Commitments and contingencies

Stockholders’ Equity (Deficiency):

Preferred stock, $0.00001 par value; 5,000,000 shares authorized;

No shares issued and outstanding 

as of September 30, 2020 and December 31, 2019

Common stock, $0.00001 par value; 95,000,000 shares authorized;

7,661,300 and 3,601,521 shares issued and outstanding 

as of September 30, 2020 and December 31, 2019

77

36

Additional paid-in capital

21,723,133

3,362,724

Accumulated deficit

(14,131,335)

(8,403,417)

Total Stockholders’ Equity (Deficiency)

7,591,875

(5,040,657)

Total Liabilities and Stockholders’ Equity (Deficiency)

$      10,647,155

$           473,639

 


Kubient, Inc.


Condensed Consolidated Statements of Cash Flows


(unaudited)


For the Nine Months Ended


September 30,


2020


2019


Cash Flows From Operating Activities:

Net loss

$      (5,727,918)

$      (2,955,030)

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

Depreciation and amortization

227,355

4,303

Bad debt expense

3,734

(10,670)

Gain on forgiveness of accounts payable – supplier

(236,248)

Allowance for other asset

200,000

Stock-based compensation:

Stock options

15,993

15,894

Common stock

62,484

30,800

Amortization of debt discount and debt issuance costs

915,994

444,928

Amortization of debt discount and debt issuance costs – related parties

357,201

27,541

Amortization of beneficial conversion feature

1,984,322

Loss on extinguishment of convertible note payable

297,272

Gain on settlement of notes and other payables

(139,333)

Changes in operating assets and liabilities:

Accounts receivable

(762,452)

288,830

Prepaid expenses and other current assets

(89,013)

(36,967)

Other asset

(200,000)

Accounts payable – suppliers

(193,334)

(180,514)

Accounts payable – trade

68,002

403,470

Accrued expenses and other current liabilities

492,372

13,304

Accrued interest

195,596

Accrued interest – related parties

53,026


Net Cash Used In Operating Activities

(2,474,947)

(1,954,111)


Cash Flows From Investing Activities:

Purchase of intangible assets

(855,019)

(70,000)

Purchase of property and equipment

(5,287)

(2,449)

Advances to related party

(75,000)

Repayment of related party advances

75,000


Net Cash Used In Investing Activities

(860,306)

(72,449)


Cash Flows From Financing Activities:

Proceeds from sale of common stock and warrants in initial 

public offering, net [1]

11,503,488

Payment of initial public offering issuance costs

(841,376)

Proceeds from issuance of convertible notes payable and

investor warrants [2]

2,127,401

Advances from related party

29,250

Repayment of advance from related party

(45,000)

Proceeds from issuance of notes payable

656,190

Repayment of notes payable

(95,000)

(90,427)

Proceeds from issuance of notes payable – related parties

585,000

Repayment of note payable – related party

(150,000)


Net Cash Provided By Financing Activities

11,658,302

2,021,224


Net Increase (Decrease) In Cash

8,323,049

(5,336)


Cash – Beginning of the Period

33,785

7,518


Cash – End of the Period

$        8,356,834

$               2,182

[1] Includes gross proceeds of $12,503,750, less underwriting discounts and commissions of $1,000,262.

[2] Includes gross proceeds of $2,500,000, less issuance costs of $372,599 deducted directly from the offering proceeds.

 

Cision View original content to download multimedia:http://www.prnewswire.com/news-releases/kubient-reports-third-quarter-2020-results-301172377.html

SOURCE Kubient

Farfetch Announces Third Quarter 2020 Results

Farfetch Announces Third Quarter 2020 Results

  • Q3 2020 Gross Merchandise Value and Digital Platform GMV growth rates accelerate – up 62% and 60% year-over-year, respectively, to record highs of $798 million and $674 million, respectively
  • Q3 2020 Revenue increases 71% year-over-year to $438 million
  • Q3 2020 Gross Profit and Digital Platform Order Contribution up 82% and 98% year-over-year, respectively
  • Gross Profit Margin of 48% and Digital Platform Order Contribution Margin of 37%
  • Q3 2020 Loss After Tax of $537 million
  • Q3 2020 Adjusted EBITDA improved to $(10) million from $(36) million in Q3 2019
  • Announced global partnership with Alibaba and Richemont to accelerate the digitization of luxury industry; strategic partners to invest total $1.15 billion in Farfetch Limited and new Farfetch China joint venture

LONDON–(BUSINESS WIRE)–
Farfetch Limited (NYSE: FTCH), the leading global platform for the luxury fashion industry, today reported its financial results for the third quarter ended September 30, 2020.

José Neves, Farfetch Founder, Chairman and CEO said: “The Farfetch platform continued to accelerate in third quarter 2020, setting another quarterly GMV record and further indicating we are witnessing a paradigm shift in favor of online luxury. The Farfetch platform is not only capturing this opportunity but is helping drive this paradigm shift both for luxury consumers and brands.

“What we are seeing is the acceleration of the secular trend of online adoption in luxury – an industry that is still very underpenetrated. The capabilities developed across the Farfetch platform over the past 13 years in anticipation of the eventual digitization of the luxury industry uniquely position Farfetch to capture this opportunity today. And our recently announced partnership with Alibaba and Richemont further position us to seize the opportunity to bring the luxury industry into the next generation and drive sustained growth and market share for many years to come.”

Elliot Jordan, CFO of Farfetch, said: “I’m delighted by the results of our third quarter, reflecting strong momentum behind the Farfetch platform and an acceleration of growth on the marketplace. This strong growth in revenue, steady improvement in unit economics and further operating cost efficiencies means we are another step closer to achieving the key milestone of operational profitability in the near-term.

“The strong underlying financial profile of Farfetch and recent investments by our new strategic partners who form part of Luxury New Retail initiative means we are well placed to support the global luxury industry in navigating the continued growth in online over the coming years.”

Consolidated Financial Summary and Key Operating Metrics(in thousands, except per share data, Average Order Value, or otherwise stated):

 

 

Three months ended September 30,

 

 

 

2019

 

 

2020

 

Consolidated Group:

 

 

 

 

 

 

 

 

Gross Merchandise Value (“GMV”)

 

$

492,014

 

 

$

797,840

 

Revenue

 

 

255,481

 

 

 

437,700

 

Adjusted Revenue

 

 

228,227

 

 

 

386,778

 

Gross profit

 

 

115,139

 

 

 

209,029

 

Gross profit margin

 

45.1%

 

 

47.8%

 

Loss after tax

 

$

(90,484

)

 

$

(536,960

)

Adjusted EBITDA

 

 

(35,638

)

 

 

(10,314

)

Adjusted EBITDA Margin

 

(15.6)%

 

 

(2.7)%

 

Earnings per share (“EPS”)

 

$

(0.30

)

 

$

(1.58

)

Adjusted EPS

 

 

(0.20

)

 

 

(0.17

)

Digital Platform:

 

 

 

 

 

 

 

 

Digital Platform GMV

 

$

420,266

 

 

$

674,097

 

Digital Platform Services Revenue

 

 

156,479

 

 

 

263,035

 

Digital Platform Gross Profit

 

 

83,294

 

 

 

143,318

 

Digital Platform Gross Profit Margin

 

53.2%

 

 

54.5%

 

Digital Platform Order Contribution

 

$

48,973

 

 

$

97,133

 

Digital Platform Order Contribution Margin

 

31.3%

 

 

36.9%

 

Active Consumers

 

 

1,889

 

 

 

2,742

 

Average Order Value (“AOV”) – Marketplace

 

$

582

 

 

$

574

 

AOV – Stadium Goods

 

 

327

 

 

 

340

 

Brand Platform:

 

 

 

 

 

 

 

 

Brand Platform GMV

 

$

62,671

 

 

$

112,327

 

Brand Platform Revenue

 

 

62,671

 

 

 

112,327

 

Brand Platform Gross Profit

 

 

27,464

 

 

 

58,738

 

Brand Platform Gross Profit Margin

 

43.8%

 

 

52.3%

 

See “Notes and Disclosures” on page 19 for further explanations. See “Non-IFRS and Other Financial and Operating Metrics” on page 19 for reconciliations of non-IFRS measures to IFRS measures. As we acquired New Guards in August 2019, our results for third quarter 2019 include only two months of New Guards’ performance.

Recent Business Highlights

COVID-19

  • Maintained continuity of operations with health and wellbeing of Farfetch employees, partners and customers continuing to be our top priority
  • Collaborated with boutique and brand partners to drive continued growth of their digital sales via the Marketplace; Autumn-Winter 2020 supply reached previous year levels despite initial delays at the beginning of the quarter
  • Maintained and expanded our relationships with logistics partners, preserving continuity of fulfilment and delivery operations, with no material disruptions to lead times or customer service levels during third quarter 2020
  • Following the heightened restrictions recently announced by European governments, we have closed our retail stores in affected locations and will continue to comply as these measures evolve

Luxury New Retail

  • Announced a global partnership with Alibaba and Richemont to accelerate the digitization of the luxury industry

    • Alibaba to launch Farfetch luxury shopping channels on Tmall Luxury Pavilion and Luxury Soho
    • New China joint venture to be formed to operate Farfetch marketplace in China; to be 75% owned by Farfetch, with remaining 25% owned equally by Alibaba and Richemont
    • Farfetch and Alibaba to leverage their platforms and augmented retail technologies to pursue Luxury New Retail initiative to accelerate the digitization of the global luxury industry
    • Farfetch and Alibaba form Luxury New Retail steering group; to be joined by Richemont Chairman, Johann Rupert, and Artemis Chairman, François-Henri Pinault
    • Alibaba, Richemont and Artemis to invest in Farfetch Limited and new Farfetch China joint venture a total of $1.15 billion

Digital Platform

  • Re-branded Farfetch.com in conjunction with global ‘Open Doors to a World of Fashion’ brand campaign in September 2020, designed to build brand awareness and to continue capturing market share of the online luxury fashion industry
  • Accelerated GMV growth to 60% in third quarter 2020 driven by acceleration across all three geographic regions – the Americas, EMEA and APAC, including each of our top 5 countries, which grew faster than during second quarter 2020
  • Third-party transactions generated 83% of Digital Platform GMV at a take rate of 30.4% in third quarter 2020
  • AOV recovered to a (1)% year-over-year change from an (18)% year-over-year decline reported last quarter driven by increases in sales of full-priced and higher-priced items, despite continued shift into lower-price categories
  • Digital Platform Order Contribution Margin increased to 37% year-over-year, driven by a significant decrease in funded promotions and efficiencies in demand generation spending
  • Continued high levels of customer engagement, with an increase in Active Consumers of 45% year-over-year; app installs increased over 70% year-over-year, increasingly becoming a preferred channel for consumers

    • Continued to build membership in our loyalty program to 2.5 million enrolled ACCESS members, and enhanced features to increase awareness of program benefits
  • Expanded offering to Marketplace consumers with signings of new e-concession partners Moncler, Dolce & Gabbana, Ralph Lauren and watch maker RADO, our first e-concession from the Swatch Group, among other labels; also added new supply points from existing brand partners
  • Added new features to enhance customer experience

    • Launched new iOS and Android app in China, providing a more localized experience
    • Initiated rollout of improved delivery features in select markets

      • Expanded shipping capabilities to enable multi-leg logistics, which incorporate services from multiple providers and increase flexibility of our fulfilment operations
      • Piloted new customer communication solution in Germany and the Middle East with ParcelLab aimed at providing customers increased transparency in their shopping experience, from check-out to delivery, including returns
    • New virtual sneaker try-on available on the Farfetch app, allowing customers to simulate the experience of trying-on their new favorite sneakers
  • Farfetch Platform Solutions re-platformed e-commerce sites for Palm Angels, Marcelo Burlon County of Milan and Ambush
  • Celebrated the 50th anniversary of Browns with a combination of online and offline activities, including over 40 exclusive capsule collections in collaboration with household names such as Givenchy, Balmain, Fendi, Loewe and Off-White, among others
  • Opened second store for Stadium Goods in Chicago, also adding a new market center for consignment intake and operations

New Guards

  • For the sixth consecutive quarter, GMV from New Guards brands, in aggregate, exceeded GMV for any other single brand on the Farfetch Marketplace in third quarter 2020
  • Generated third quarter 2020 Brand Platform Revenue of $112 million, a year-over-year increase of 79%, reflecting the timing of New Guards’ acquisition in Q3 2019, as well as strong demand for New Guards’ brands
  • New Guards’ brand portfolio continued to create culturally relevant collections

    • Off-White released second homeware collection, and new sneaker collaborations – Off-White x Nike rubber dunk in “Green Strike” and Off-White x Air Jordan 5 “Sail”
    • Palm Angels continued to gain traction and became one of the top 10 brands on the Farfetch Marketplace, based on GMV

Third Quarter 2020 Results Summary

Gross Merchandise Value (in thousands):

 

 

Three months ended September 30,

 

 

 

2019

 

 

2020

 

Digital Platform GMV

 

$

420,266

 

 

$

674,097

 

Brand Platform GMV

 

 

62,671

 

 

 

112,327

 

In-Store GMV

 

 

9,077

 

 

 

11,416

 

GMV

 

$

492,014

 

 

$

797,840

 

Gross Merchandise Value (“GMV”) increased by $305.8 million from $492.0 million in third quarter 2019 to $797.8 million in third quarter 2020, representing year-over-year growth of 62.2%. Digital Platform GMV increased by $253.8 million from $420.3 million in third quarter 2019 to $674.1 million in third quarter 2020, representing year-over-year growth of 60.4%. Excluding the impact of changes in foreign exchange rates, Digital Platform GMV would have increased by approximately 61.0%.

The increase in GMV primarily reflects the growth in Digital Platform GMV and $49.7 million increase in Brand Platform GMV from New Guards as a result of our August 2019 acquisition and a strong demand for products within their brand portfolio. The increase in Digital Platform GMV was primarily driven by growth in Active Consumers to 2.7 million in third quarter 2020, increased available supply from over 1,300 partners, and growth of direct-to-consumer brand sales from New Guards. This was partially offset by a decrease in the Marketplace AOV within the Digital Platform from $582 to $574 due to a higher mix of sales of lower price categories, a trend that has continued since the outset of COVID-19 restrictions, and lower units per order. However, we have seen a positive trend during third quarter 2020 with consumers purchasing higher price-point items and a greater mix of items sold at full-price as we progressed through the quarter. During third quarter 2020, we also saw year-over-year growth in transactions through websites managed by Farfetch Platform Solutions, primarily driven from incremental activity from websites newly launched throughout 2020, including Harrods.com, Off—White.com, and Palmangels.com among others.

Revenue (in thousands):

 

 

Three months ended September 30,

 

 

 

2019

 

 

2020

 

Digital Platform Services third-party revenue

 

$

106,983

 

 

$

157,174

 

Digital Platform Services first-party revenue

 

 

49,496

 

 

 

105,861

 

Digital Platform Services Revenue

 

 

156,479

 

 

 

263,035

 

Digital Platform Fulfilment Revenue

 

 

27,254

 

 

 

50,922

 

Brand Platform Revenue

 

 

62,671

 

 

 

112,327

 

In-Store Revenue

 

 

9,077

 

 

 

11,416

 

Revenue

 

$

255,481

 

 

$

437,700

 

Revenue increased by $182.2 million year-over-year from $255.5 million in third quarter 2019 to $437.7 million in third quarter 2020, representing growth of 71.3%. The increase was driven by 68.1% growth in Digital Platform Services Revenue to $263.0 million, plus the impact of the acquisition of New Guards during third quarter 2019. In-Store Revenue increased by 25.8% to $11.4 million, primarily driven by the acquisition of New Guards retail stores in August 2019, as well as the opening of new stores throughout the year, partially offset by reduced foot traffic across our retail store network as a result of COVID-19 restrictions.

The increase in Digital Platform Services Revenue of 68.1% was driven by 60.4% overall growth in Digital Platform GMV. Digital Platform Services first-party GMV, which is composed of our sales of owned-inventory including First-Party Original, is included in Digital Platform Services Revenue at 100% of the GMV. Digital Platform Services first-party GMV increased 113.9% year-over-year to $105.9 million, primarily driven by the integration of New Guards to the Farfetch Marketplace during fourth quarter 2019, as well as growth in Browns, primarily driven by a higher sell-through of full-price products.

Digital Platform Fulfilment Revenue represents the pass-through of delivery and duties charges incurred by our global logistics solutions, net of any Farfetch-funded consumer promotions and incentives. Whilst Digital Platform Fulfilment Revenue would be expected to grow in line with the cost of delivery and duties, which increase as Digital Platform GMV and order volumes grow, variations in the level of Farfetch-funded promotions and incentives will impact Digital Platform Fulfilment Revenue. In third quarter 2020, Digital Platform Fulfilment Revenue increased 86.8% year-over-year, a higher rate as compared to Digital Platform Services Revenue growth, due to a reduced number of Farfetch-funded promotions year-over-year.

Cost of Revenue (in thousands):

 

 

Three months ended September 30,

 

 

 

2019

 

 

2020

 

Digital Platform Services third-party cost of revenue

 

$

36,314

 

 

$

52,691

 

Digital Platform Services first-party cost of revenue

 

 

36,871

 

 

 

67,026

 

Digital Platform Services cost of revenue

 

 

73,185

 

 

 

119,717

 

Digital Platform Fulfilment cost of revenue

 

 

27,254

 

 

 

50,922

 

Brand Platform cost of revenue

 

 

35,207

 

 

 

53,589

 

In-Store cost of goods sold

 

 

4,696

 

 

 

4,443

 

Cost of revenue

 

$

140,342

 

 

$

228,671

 

Cost of revenue increased by $88.4 million, or 63.0% year-over-year from $140.3 million in third quarter 2019 to $228.7 million in third quarter 2020. This was primarily driven by the increased volume of transactions driving up costs associated with delivery and duties, the addition of Brand Platform cost of revenue related to New Guards since its acquisition in August 2019, and the cost of goods associated with the growth in first-party GMV.

We are reliant on third-parties to provide shipping and delivery services, and potential changes in their operations due to the ongoing impacts of COVID-19 could result in future impacts to our service levels or cost of revenue, however there were no such material adverse impacts to our service levels or cost of revenue in third quarter 2020.

Gross profit (in thousands):

 

 

Three months ended September 30,

 

 

 

2019

 

 

2020

 

Digital Platform third-party gross profit

 

$

70,669

 

 

$

104,483

 

Digital Platform first-party gross profit

 

 

12,625

 

 

 

38,835

 

Digital Platform Gross Profit

 

 

83,294

 

 

 

143,318

 

Brand Platform Gross Profit

 

 

27,464

 

 

 

58,738

 

In-Store Gross Profit

 

 

4,381

 

 

 

6,973

 

Gross profit

 

$

115,139

 

 

$

209,029

 

Gross profit increased by $93.9 million, or 81.6% year-over-year, from $115.1 million in third quarter 2019 to $209.0 million in third quarter 2020, primarily due to growth in our Digital Platform Services Revenue and the addition of New Guards gross profit starting from August 2019. Gross profit margin increased from 45.1% to 47.8% year-over-year, primarily driven by a higher Digital Platform Gross Profit Margin as well as a higher Brand Platform Gross Profit Margin. Digital Platform Gross Profit Margin increased from 53.2% to 54.5% year-over-year driven by increases in both third-party and first-party gross profit margins, partially due to fewer Farfetch-funded consumer promotions during the period. The increase in first-party gross profit margin also reflects an increased mix of full-price sales, and higher margin first-party revenues from sales of New Guards brands’ owned-products sold direct-to-consumers through our platform.

Selling, general and administrative expenses by type (in thousands):

 

 

Three months ended September 30,

 

 

 

2019

 

 

2020

 

Demand generation expense

 

$

34,321

 

 

$

46,185

 

Technology expense

 

 

22,322

 

 

 

29,809

 

Share based payments

 

 

31,760

 

 

 

81,840

 

Depreciation and amortization

 

 

35,097

 

 

 

54,007

 

General and administrative

 

 

94,134

 

 

 

143,349

 

Other items

 

 

10,061

 

 

 

860

 

Selling, general and administrative expense

 

$

227,695

 

 

$

356,050

 

Third quarter 2020 demand generation expense increased 34.6% year-over-year to $46.2 million, driven by the increase in GMV. However, in third quarter 2020, demand generation expense as a percentage of Digital Platform GMV improved from 8.2% to 6.9% year-over-year, as we saw the benefit of our focus on mobile app installations help drive a lower paid digital marketing mix compared to third quarter 2019. In addition, we saw lower paid digital marketing costs as a percentage of Digital Platform GMV year-over-year, with a less competitive digital advertising environment due to COVID-19 leading to efficiencies in our paid channels, alongside other incremental demand generation efficiencies.

Technology expense, which primarily relates to development and operations of our platform features and services, and also includes software, hosting and infrastructure expenses, increased by $7.5 million, or 33.5%, year-over-year in third quarter 2020, mainly driven by an increase in technology staff headcount. We continue to operate three globally distributed data centers, which support the processing of our growing base of transactions, including one in Shanghai dedicated to serving our Chinese customers. Third quarter 2020 technology expense as a percentage of Adjusted Revenue decreased from 9.8% to 7.7% year-over-year as Adjusted Revenue growth outpaced growth of our underlying technology costs.

Share based payments increased by $50.1 million, or 157.7%, year-over-year in third quarter 2020. The increase was mainly due to an increase in our share price during third quarter 2020 as compared to a decrease in our share price during third quarter 2019. Employment related taxes and the cost of cash-settled awards increased by $33.8 million and $18.9 million, respectively, primarily as a result of the change in share price and quarterly revaluation. Grants of additional equity-settled awards also contributed to the year-over-year increase.

Depreciation and amortization expense increased by $18.9 million, or 53.8%, year-over-year from $35.1 million in third quarter 2019 to $54.0 million in third quarter 2020. Amortization expense increased primarily due to $31.4 million of amortization recognized on intangible assets acquired in recent acquisitions. Amortization expense also increased as a result of the historical investment into technology, where qualifying technology development costs are capitalized and amortized over a three-year period. Depreciation expense primarily increased as a result of new leases entered into across the group during the last 12 months and, to a lesser extent, due to depreciation on property, plant and equipment from recent acquisitions.

General and administrative expense increased by $49.2 million, or 52.3%, year-over-year in third quarter 2020, primarily due to additional performance-based employee compensation accrued in third quarter 2020, the addition of New Guards starting in August 2019, marketing spend related to our brand campaign launch in September 2020, and an increase in non-technology headcount across a number of areas to support the expansion of our business. General and administrative expense decreased as a percentage of Adjusted Revenue to 37.1% compared to 41.2% in third quarter 2019 primarily due to Adjusted Revenue growing more than the general and administrative expense as a percentage of Adjusted Revenue.

Other items of $0.9 million in third quarter 2020 primarily reflects transaction-related legal and advisory expenses.

 

Gains/(losses) on items held at fair value and remeasurements (in thousands):

 

 

Three months ended September 30,

 

 

 

2019

 

 

2020

 

Remeasurement gains/(losses) on put and call option liabilities

 

$

53,812

 

 

$

(77,800

)

Fair value losses on embedded derivative liabilities

 

 

 

 

 

(295,279

)

Change in fair value of acquisition related consideration

 

 

(21,526

)

 

 

 

Gains/(losses) on items held at fair value and remeasurements

 

$

32,286

 

 

$

(373,079

)

In third quarter 2020, we recorded a $77.8 million present value remeasurement loss related to Chalhoub Group’s put option over their non-controlling interest in Farfetch International Limited, compared to a $53.8 million present value remeasurement gain related to the put option in third quarter 2019. The $295.3 million fair value losses on embedded derivative liabilities comprised $138.2 million fair value revaluation loss related to $250 million 5.00% convertible senior notes due 2025, and $157.1 million fair value revaluation loss related to $400 million 3.75% convertible senior notes due 2027. There were no fair value losses on embedded derivatives in third quarter 2019 and no change in the fair value of acquisition related consideration in third quarter 2020.

Adjusted EBITDA and Adjusted EBITDA Margin

Adjusted EBITDA improved by $25.3 million, to $(10.3) million in third quarter 2020, for the reasons described above. Adjusted EBITDA Margin improved from (15.6)% to (2.7)% over the same prior year period, primarily reflecting higher gross profit, lower general and administrative expenses, lower demand generation expense and technology expenses as percentages of Adjusted Revenue.

Loss After Tax

Loss after tax increased by $446.5 million to $537.0 million in third quarter 2020. The increase was primarily driven by losses on items held at fair value and remeasurements, which increased $405.4 million year-over-year, as well as increases in share-based payments, general and administrative expenses, and depreciation and amortization expense, partially offset by an increase in gross profit, as explained above.

Liquidity

At September 30, 2020 cash and cash equivalents were $756.7 million, an increase of $434.3 million compared to $322.4 million at December 31, 2019. The increase in cash and cash equivalents is primarily due to the private placement of convertible senior notes in first half 2020, partially offset by a net cash outflow from operating activities, mainly due to the funding of our operations in the nine months to September 2020, as well as New Guards’ investments into its brand portfolio.

Events After the Reporting Period

As part of the November 5, 2020 agreement between Farfetch Limited (the “Company”), Alibaba Group (“Alibaba”) and Cie Financiere Richemont SA (“Richemont”), Alibaba and Richemont have each agreed to purchase $300 million of 0% convertible senior notes due 2030 (the “Notes”) issued by Farfetch Limited for total gross proceeds of $600 million. The additional capital will support Farfetch’s long-term strategy of delivering a global technology platform for the luxury fashion industry and facilitate the Company’s continued focus on executing its growth plans and driving towards operational profitability. Additionally, Artemis has agreed to purchase 1,889,338 of our Class A ordinary shares for total gross proceeds of approximately $50 million. The sale of the Notes to Alibaba and Richemont, and the issuance of shares to Artemis, is expected to settle on or about November 17, 2020, subject to customary closing conditions.

Alibaba and Richemont will also invest in Farfetch China, taking a combined 25% stake in the new joint venture that will include Farfetch’s marketplace operations in the China region for $500 million ($250 million each). The investments by Alibaba and Richemont in Farfetch China and the establishment of the joint venture are expected to be completed during the first half of calendar year 2021, subject to the satisfaction of closing conditions.

In conjunction with the above strategic developments, Farfetch has agreed to close its consumer-facing channels on JD.com, Inc.’s (“JD.com”) platform. The Level 1 access button, acquired in 2019 as part of the acquisition of Toplife, provides direct access to Farfetch’s direct consumer-facing channels on JD.com. As at September 30, 2020, the carrying value of the Level 1 access button was $6.0 million. As a result of our agreement to terminate this channel, management impaired the full value of the Level 1 access button from the execution date of the binding agreement, in line with the requirements of IAS 36 Impairment of Assets. An impairment loss on intangible assets of $5.8 million, which is outside of the normal scope of our ordinary activities, will be recognized in our fourth quarter 2020 results on the consolidated statement of operations.

Outlook

The following forward-looking statements reflect Farfetch’s expectations as of November 12, 2020.

For the Fourth Quarter 2020:

  • Digital Platform GMV of $880 million to $910 million, representing growth of 40% to 45% year-over-year
  • Brand Platform GMV of $85 million to $90 million
  • Positive Adjusted EBITDA

Uncertainties resulting from the spread COVID-19 and the evolving nature of the situation could have material impacts on our future performance and projections. Factors involving COVID-19 that could potentially impact our future performance include, among others:

  • disruptions to our operations, fulfilment network, shipments
  • reduced or delayed supply from potential factors, including reduced inventory from brands and retailers, as well as additional shutdowns
  • weakened consumer sentiment and discretionary income potentially arising from a prolonged shutdown and declining macro-economic conditions

Conference Call Information

Farfetch will host a conference call today, November 12, 2020 at 4:30 p.m. Eastern Time to discuss the Company’s results as well as expectations about Farfetch’s business. Listeners may access the live conference call via audio webcast at http://farfetchinvestors.com, where listeners can also access Farfetch’s earnings press release and slide presentation. Following the call, a replay of the webcast will be available at the same website for 30 days.

Unaudited interim condensed consolidated statements of operations

 

 

 

 

 

for the three months ended September 30

 

 

 

 

 

(in $ thousands, except share and per share data)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

2019

 

 

2020

 

Revenue

 

 

255,481

 

 

 

437,700

 

 

 

 

 

 

 

 

 

 

Cost of revenue

 

 

(140,342

)

 

 

(228,671

)

Gross profit

 

 

115,139

 

 

 

209,029

 

 

 

 

 

 

 

 

 

 

Selling, general and administrative expenses

 

 

(227,695

)

 

 

(356,050

)

Operating loss

 

 

(112,556

)

 

 

(147,021

)

 

 

 

 

 

 

 

 

 

Gains/(losses) on items held at fair value and remeasurements

 

 

32,286

 

 

 

(373,079

)

Share of results of associates

 

 

371

 

 

 

385

 

Finance income

 

 

1,672

 

 

 

1,033

 

Finance costs

 

 

(12,361

)

 

 

(15,396

)

Loss before tax

 

 

(90,588

)

 

 

(534,078

)

 

 

 

 

 

 

 

 

 

Income tax benefit/(expense)

 

 

104

 

 

 

(2,882

)

Loss after tax

 

 

(90,484

)

 

 

(536,960

)

 

 

 

 

 

 

 

 

 

(Loss)/profit after tax attributable to:

 

 

 

 

 

 

 

 

Equity holders of the parent

 

 

(95,277

)

 

 

(544,320

)

Non-controlling interests

 

 

4,793

 

 

 

7,360

 

 

 

 

(90,484

)

 

 

(536,960

)

 

 

 

 

 

 

 

 

 

Loss per share attributable to equity holders of the parent

 

 

 

 

 

 

 

 

Basic and diluted

 

 

(0.30

)

 

 

(1.58

)

 

 

 

 

 

 

 

 

 

Weighted-average ordinary shares outstanding

 

 

 

 

 

 

 

 

Basic and diluted

 

 

322,226,776

 

 

 

344,185,603

 

Unaudited interim condensed consolidated statements of comprehensive loss

 

 

 

 

 

for the three months ended September 30

 

 

 

 

 

(in $ thousands)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

2019

 

 

2020

 

Loss after tax

 

 

(90,484

)

 

 

(536,960

)

 

 

 

 

 

 

 

 

 

Other comprehensive (loss)/income:

 

 

 

 

 

 

 

 

Items that may be subsequently reclassified to the consolidated

statement of operations (net of tax):

 

 

 

 

 

 

 

 

Exchange differences (loss)/gain on translation of foreign operations

 

 

(3,286

)

 

 

6,668

 

(Loss)/gain on cash flow hedges

 

 

(3,082

)

 

 

4,839

 

Items that will not be subsequently reclassified to the consolidated statement of operations (net of tax):

 

 

 

 

 

 

 

 

Impairment loss on investments

 

 

(100

)

 

 

 

Remeasurement loss on severance plan

 

 

(31

)

 

 

 

Other comprehensive (loss)/income for the period, net of tax

 

 

(6,499

)

 

 

11,507

 

Total comprehensive loss for the period, net of tax

 

 

(96,983

)

 

 

(525,453

)

 

 

 

 

 

 

 

 

 

Total comprehensive (loss)/income attributable to:

 

 

 

 

 

 

 

 

Equity holders of the parent

 

 

(101,776

)

 

 

(532,813

)

Non-controlling interests

 

 

4,793

 

 

 

7,360

 

 

 

 

(96,983

)

 

 

(525,453

)

Unaudited interim condensed consolidated statements of operations

 

 

 

 

 

for the nine months ended September 30

 

 

 

 

 

(in $ thousands, except share and per share data)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

2019

 

 

2020

 

Revenue

 

 

638,805

 

 

 

1,133,817

 

 

 

 

 

 

 

 

 

 

Cost of revenue

 

 

(355,095

)

 

 

(612,037

)

Gross profit

 

 

283,710

 

 

 

521,780

 

 

 

 

 

 

 

 

 

 

Selling, general and administrative expenses

 

 

(577,660

)

 

 

(914,378

)

Impairment losses on tangible assets

 

 

 

 

 

(2,292

)

Operating loss

 

 

(293,950

)

 

 

(394,890

)

 

 

 

 

 

 

 

 

 

Gains/(losses) on items held at fair value and remeasurements

 

 

32,286

 

 

 

(586,267

)

Share of results of associates

 

 

404

 

 

 

(140

)

Finance income

 

 

15,131

 

 

 

2,734

 

Finance costs

 

 

(16,163

)

 

 

(72,203

)

Loss before tax

 

 

(262,292

)

 

 

(1,050,766

)

 

 

 

 

 

 

 

 

 

Income tax expense

 

 

(1,270

)

 

 

(1,270

)

Loss after tax

 

 

(263,562

)

 

 

(1,052,036

)

 

 

 

 

 

 

 

 

 

(Loss)/profit after tax attributable to:

 

 

 

 

 

 

 

 

Equity holders of the parent

 

 

(268,390

)

 

 

(1,066,026

)

Non-controlling interests

 

 

4,828

 

 

 

13,990

 

 

 

 

(263,562

)

 

 

(1,052,036

)

 

 

 

 

 

 

 

 

 

Loss per share attributable to owners of the company

 

 

 

 

 

 

 

 

Basic and diluted

 

 

(0.86

)

 

 

(3.12

)

 

 

 

 

 

 

 

 

 

Weighted-average ordinary shares outstanding

 

 

 

 

 

 

 

 

Basic and diluted

 

 

311,858,726

 

 

 

341,896,665

 

Unaudited interim condensed consolidated statements of comprehensive loss

 

 

 

 

 

for the nine months ended September 30

 

 

 

 

 

(in $ thousands)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

2019

 

 

2020

 

Loss after tax

 

 

(263,562

)

 

 

(1,052,036

)

Other comprehensive income/(loss):

 

 

 

 

 

 

 

 

Items that may be subsequently reclassified to the consolidated

statement of operations (net of tax):

 

 

 

 

 

 

 

 

Exchange differences gain on translation of foreign operations

 

 

18,507

 

 

 

22,264

 

Loss on cash flow hedges

 

 

(8,162

)

 

 

(3,643

)

Items that will not be subsequently reclassified to the consolidated statement of operations (net of tax):

 

 

 

 

 

 

 

 

Impairment loss on investments

 

 

(100

)

 

 

 

Remeasurement loss on severance plan

 

 

(31

)

 

 

(3

)

Other comprehensive income for the period, net of tax

 

 

10,214

 

 

 

18,618

 

Total comprehensive loss for the period, net of tax

 

 

(253,348

)

 

 

(1,033,418

)

 

 

 

 

 

 

 

 

 

Total comprehensive (loss)/income attributable to:

 

 

 

 

 

 

 

 

Equity holders of the parent

 

 

(258,176

)

 

 

(1,047,408

)

Non-controlling interests

 

 

4,828

 

 

 

13,990

 

 

 

 

(253,348

)

 

 

(1,033,418

)

 

 

 

 

 

 

 

 

 

Unaudited interim condensed consolidated statements of financial position

 

 

 

 

 

(in $ thousands)

 

 

 

 

 

 

 

December 31,

2019

 

 

September 30,

2020

 

Non-current assets

 

 

 

 

 

 

 

 

Other receivables

 

 

12,388

 

 

 

14,041

 

Deferred tax assets

 

 

5,324

 

 

 

5,923

 

Intangible assets, net

 

 

1,362,967

 

 

 

1,334,397

 

Property, plant and equipment, net

 

 

67,999

 

 

 

79,338

 

Right-of-use assets

 

 

115,176

 

 

 

140,803

 

Investments

 

 

16,229

 

 

 

8,344

 

Investments in associates

 

 

2,466

 

 

 

2,253

 

Total non-current assets

 

 

1,582,549

 

 

 

1,585,099

 

Current assets

 

 

 

 

 

 

 

 

Inventories

 

 

128,107

 

 

 

128,071

 

Trade and other receivables

 

 

189,897

 

 

 

190,421

 

Current tax assets

 

 

1,873

 

 

 

42,577

 

Derivative financial assets

 

 

3,024

 

 

 

3,242

 

Cash and cash equivalents

 

 

322,429

 

 

 

756,713

 

Total current assets

 

 

645,330

 

 

 

1,121,024

 

Total assets

 

 

2,227,879

 

 

 

2,706,123

 

 

 

 

 

 

 

 

 

 

Liabilities and equity

 

 

 

 

 

 

 

 

Non-current liabilities

 

 

 

 

 

 

 

 

Provisions

 

 

23,704

 

 

 

55,252

 

Deferred tax liabilities

 

 

219,789

 

 

 

200,156

 

Lease liabilities

 

 

100,833

 

 

 

129,833

 

Employee benefit obligations

 

 

16,455

 

 

 

19,204

 

Derivative financial liabilities

 

 

 

 

 

659,576

 

Borrowings

 

 

 

 

 

469,430

 

Put and call option liabilities

 

 

61,268

 

 

 

182,249

 

Total non-current liabilities

 

 

422,049

 

 

 

1,715,700

 

Current liabilities

 

 

 

 

 

 

 

 

Trade and other payables

 

 

413,696

 

 

 

459,036

 

Provisions

 

 

 

 

 

12,597

 

Current tax liability

 

 

28,289

 

 

 

35,735

 

Lease liabilities

 

 

18,485

 

 

 

21,783

 

Derivative financial liabilities

 

 

5,601

 

 

 

10,825

 

Put and call option liabilities

 

 

1,118

 

 

 

1,125

 

Other financial liabilities

 

 

809

 

 

 

1,374

 

Total current liabilities

 

 

467,998

 

 

 

542,475

 

Total liabilities

 

 

890,047

 

 

 

2,258,175

 

Equity

 

 

 

 

 

 

 

 

Share capital

 

 

13,584

 

 

 

13,842

 

Share premium

 

 

878,007

 

 

 

890,116

 

Merger reserve

 

 

783,529

 

 

 

783,529

 

Foreign exchange reserve

 

 

(30,842

)

 

 

(8,578

)

Other reserves

 

 

349,463

 

 

 

415,850

 

Accumulated losses

 

 

(826,135

)

 

 

(1,810,512

)

Equity attributable to the parent

 

 

1,167,606

 

 

 

284,247

 

Non-controlling interests

 

 

170,226

 

 

 

163,701

 

Total equity

 

 

1,337,832

 

 

 

447,948

 

Total equity and liabilities

 

 

2,227,879

 

 

 

2,706,123

 

Unaudited interim condensed consolidated statements of cash flows

 

 

 

 

 

for the nine months ended September 30

 

 

 

 

 

 

 

 

(in $ thousands)

 

 

 

 

 

 

 

2019

 

 

2020

 

Cash flows from operating activities

 

 

 

 

 

 

 

 

Operating loss

 

 

(293,950

)

 

 

(394,890

)

Adjustments to reconcile operating loss to net cash outflow from operating activities:

 

 

 

 

 

 

 

 

Depreciation

 

 

19,533

 

 

 

28,113

 

Amortization

 

 

43,993

 

 

 

128,975

 

Non-cash employee benefits expense

 

 

75,525

 

 

 

124,644

 

Net loss on sale of non-current assets

 

 

5

 

 

 

 

Impairment losses on tangible assets

 

 

 

 

 

2,292

 

Impairment of investments

 

 

5,000

 

 

 

169

 

Net exchange differences

 

 

(1,966

)

 

 

 

Change in working capital

 

 

 

 

 

 

 

 

Increase in receivables

 

 

(2,124

)

 

 

(2,168

)

(Increase)/decrease in inventories

 

 

(6,746

)

 

 

961

 

Increase in payables

 

 

5,824

 

 

 

41,449

 

Change in other assets and liabilities

 

 

 

 

 

 

 

 

Increase in non-current receivables

 

 

(2,558

)

 

 

(1,203

)

Increase in other liabilities

 

 

16,936

 

 

 

15,749

 

Increase in provisions

 

 

 

 

 

42,616

 

Decrease in derivative financial instruments

 

 

(5,011

)

 

 

(13,549

)

Income taxes paid

 

 

(1,947

)

 

 

(57,790

)

Net cash outflow from operating activities

 

 

(147,486

)

 

 

(84,632

)

 

 

 

 

 

 

 

 

 

Cash flows from investing activities

 

 

 

 

 

 

 

 

Acquisition of subsidiary, net of cash acquired

 

 

(461,690

)

 

 

(12,016

)

Payments for property, plant and equipment

 

 

(38,013

)

 

 

(16,732

)

Payments for intangible assets

 

 

(58,497

)

 

 

(65,525

)

Payments for investments

 

 

(18,733

)

 

 

(2,872

)

Interest received

 

 

10,701

 

 

 

3,345

 

Dividends received from associate

 

 

 

 

 

58

 

Net cash outflow from investing activities

 

 

(566,232

)

 

 

(93,742

)

 

 

 

 

 

 

 

 

 

Cash flows from financing activities

 

 

 

 

 

 

 

 

Repayment of the principal elements of lease payments

 

 

(13,597

)

 

 

(12,695

)

Interest paid and fees paid on loans

 

 

(2,807

)

 

 

(20,662

)

Dividends paid to holders of non-controlling interests

 

 

 

 

 

(20,515

)

Proceeds from issue of shares, net of issue costs

 

 

8,249

 

 

 

27,687

 

Proceeds from borrowings, net of issue costs

 

 

 

 

 

641,861

 

Net cash (outflow)/inflow from financing activities

 

 

(8,155

)

 

 

615,676

 

 

 

 

 

 

 

 

 

 

Net (decrease)/increase in cash and cash equivalents

 

 

(721,873

)

 

 

437,302

 

Cash and cash equivalents at the beginning of the period

 

 

1,044,786

 

 

 

322,429

 

Effects of exchange rate changes on cash and cash equivalents

 

 

(4,538

)

 

 

(3,018

)

Cash and cash equivalents at end of period

 

 

318,375

 

 

 

756,713

 

 

Unaudited interim condensed consolidated statements of changes in equity

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(in $ thousands)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Share

capital

 

 

Share

premium

 

 

Merger

reserve

 

 

Foreign

exchange reserve

 

 

Other

reserves

 

 

Accumulated

losses

 

 

Equity

attributable to

the parent

 

 

Non- controlling

interests

 

 

Total

equity

 

 

Balance at January 1, 2019

 

 

11,994

 

 

 

772,300

 

 

 

783,529

 

 

 

(23,509

)

 

 

67,474

 

 

 

(483,357

)

 

 

1,128,431

 

 

 

 

 

 

1,128,431

 

 

Changes in equity

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(Loss)/income after tax for the period

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(268,390

)

 

 

(268,390

)

 

 

4,828

 

 

 

(263,562

)

 

Other comprehensive income/(loss)

 

 

 

 

 

 

 

 

 

 

 

18,507

 

 

 

(8,293

)

 

 

 

 

 

10,214

 

 

 

 

 

 

10,214

 

 

Issue of share capital, net of transaction costs

 

 

1,576

 

 

 

104,144

 

 

 

 

 

 

 

 

 

389,879

 

 

 

 

 

 

495,599

 

 

 

 

 

 

495,599

 

 

Share based payment – equity settled

 

 

 

 

 

 

 

 

 

 

 

 

 

 

51,364

 

 

 

45,743

 

 

 

97,107

 

 

 

 

 

 

97,107

 

 

Share based payment – reverse vesting shares

 

 

 

 

 

 

 

 

 

 

 

(92,425

)

 

 

 

 

(92,425

)

 

 

 

 

 

(92,425

)

 

Transaction with non- controlling interests

 

 

 

 

 

 

 

 

 

 

 

(101,311

)

 

 

 

 

(101,311

)

 

 

 

 

 

(101,311

)

 

Non-controlling interest arising from a business combination

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

158,616

 

 

 

158,616

 

 

Non-controlling interest put option

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(4,322

)

 

 

(4,322

)

 

 

 

 

 

(4,322

)

 

Balance at September 30, 2019

 

 

13,570

 

 

 

876,444

 

 

 

783,529

 

 

 

(5,002

)

 

 

306,688

 

 

 

(710,326

)

 

 

1,264,903

 

 

 

163,444

 

 

 

1,428,347

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance at January 1, 2020

 

 

13,584

 

 

 

878,007

 

 

 

783,529

 

 

 

(30,842

)

 

 

349,463

 

 

 

(826,135

)

 

 

1,167,606

 

 

 

170,226

 

 

 

1,337,832

 

 

Changes in equity

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(Loss)/income after tax for the period

 

 

 

 

 

 

 

 

 

 

 

 

(1,066,026

)

 

 

(1,066,026

)

 

 

13,990

 

 

 

(1,052,036

)

 

Other comprehensive income/(loss)

 

 

 

 

 

 

 

 

22,264

 

 

 

(3,646

)

 

 

 

 

 

18,618

 

 

 

 

 

 

18,618

 

 

Issue of share capital, net of transaction costs

 

 

258

 

 

 

12,109

 

 

 

 

 

 

 

4,808

 

 

 

 

 

 

17,175

 

 

 

 

 

 

17,175

 

 

Share based payment – equity settled

 

 

 

 

 

 

 

 

 

 

45,655

 

 

 

81,649

 

 

 

127,304

 

 

 

 

 

 

127,304

 

 

Share based payment – reverse vesting shares

 

 

 

 

 

 

 

 

 

 

19,570

 

 

 

 

 

19,570

 

 

 

 

 

 

19,570

 

 

Dividends paid to non-controlling interests

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(20,515

)

 

 

(20,515

)

 

Balance at September 30, 2020

 

13,842

 

 

 

890,116

 

 

 

783,529

 

 

 

(8,578

)

 

 

415,850

 

 

 

(1,810,512

)

 

 

284,247

 

 

 

163,701

 

 

 

447,948

 

Supplemental Metrics 1

 

2018

 

 

2019

 

 

2020

 

 

 

Fourth

Quarter

 

 

First

Quarter

 

 

Second

Quarter

 

 

Third

Quarter

 

 

Fourth

Quarter

 

 

First

Quarter

 

 

Second

Quarter

 

 

Third

Quarter

 

 

 

(in thousands, except per share data or otherwise stated)

 

Consolidated Group:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Gross Merchandise Value (“GMV”)

 

$

466,490

 

 

$

419,273

 

 

$

488,475

 

 

$

492,014

 

 

$

739,937

 

 

$

610,874

 

 

$

721,310

 

 

$

797,840

 

Revenue

 

 

195,533

 

 

 

174,064

 

 

 

209,260

 

 

 

255,481

 

 

 

382,232

 

 

 

331,437

 

 

 

364,680

 

 

 

437,700

 

Adjusted Revenue

 

 

170,089

 

 

 

146,374

 

 

 

180,738

 

 

 

228,227

 

 

 

337,738

 

 

 

301,152

 

 

 

307,877

 

 

 

386,778

 

In-Store Revenue

 

 

4,314

 

 

 

4,536

 

 

 

4,220

 

 

 

9,077

 

 

 

9,788

 

 

 

8,516

 

 

 

3,926

 

 

 

11,416

 

Gross profit

 

 

94,197

 

 

 

83,291

 

 

 

85,280

 

 

 

115,139

 

 

 

176,136

 

 

 

153,376

 

 

 

159,375

 

 

 

209,029

 

Gross profit margin

 

48.2%

 

 

47.9%

 

 

40.8%

 

 

45.1%

 

 

46.1%

 

 

46.3%

 

 

43.7%

 

 

47.8%

 

Demand generation expense

 

$

(33,934

)

 

$

(31,423

)

 

$

(34,444

)

 

$

(34,321

)

 

$

(51,162

)

 

$

(37,966

)

 

$

(47,378

)

 

$

(46,185

)

Technology expense

 

 

(18,159

)

 

 

(20,159

)

 

 

(19,073

)

 

 

(22,322

)

 

 

(22,653

)

 

 

(26,307

)

 

 

(29,284

)

 

 

(29,809

)

Share based payments

 

 

(2,821

)

 

 

(38,714

)

 

 

(45,710

)

 

 

(31,760

)

 

 

(42,238

)

 

 

(26,760

)

 

 

(61,915

)

 

 

(81,840

)

Depreciation and amortization

 

 

(7,185

)

 

 

(14,106

)

 

 

(14,323

)

 

 

(35,097

)

 

 

(50,065

)

 

 

(51,323

)

 

 

(51,758

)

 

 

(54,007

)

General and administrative

 

 

(56,679

)

 

 

(61,945

)

 

 

(69,339

)

 

 

(94,134

)

 

 

(120,247

)

 

 

(111,422

)

 

 

(107,888

)

 

 

(143,349

)

Other items

 

 

 

 

 

(2,493

)

 

 

1,764

 

 

 

(10,061

)

 

 

(5,584

)

 

 

(5,025

)

 

 

(1,302

)

 

 

(860

)

Impairment losses on tangible assets

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(2,292

)

 

 

 

 

 

 

Gains / (losses) on items held at fair value and remeasurements

 

 

 

 

 

 

 

 

 

 

 

32,286

 

 

 

(10,565

)

 

 

65,434

 

 

 

(278,622

)

 

 

(373,079

)

Loss after tax

 

 

(9,912

)

 

 

(77,686

)

 

 

(95,392

)

 

 

(90,484

)

 

 

(110,126

)

 

 

(79,177

)

 

 

(435,899

)

 

 

(536,960

)

Adjusted EBITDA

 

 

(14,575

)

 

 

(30,236

)

 

 

(37,576

)

 

 

(35,638

)

 

 

(17,926

)

 

 

(22,319

)

 

 

(25,175

)

 

 

(10,314

)

Adjusted EBITDA Margin

 

(8.6)%

 

 

(20.7)%

 

 

(20.8)%

 

 

(15.6)%

 

 

(5.3)%

 

 

(7.4)%

 

 

(8.2)%

 

 

(2.7)%

 

Earnings per share (“EPS”)

 

$

(0.03

)

 

$

(0.26

)

 

$

(0.31

)

 

$

(0.30

)

 

$

(0.34

)

 

$

(0.24

)

 

$

(1.29

)

 

$

(1.58

)

Adjusted EPS

 

 

(0.02

)

 

 

(0.11

)

 

 

(0.16

)

 

 

(0.20

)

 

 

(0.08

)

 

 

(0.24

)

 

 

(0.20

)

 

 

(0.17

)

Digital Platform:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Digital Platform GMV

 

$

462,176

 

 

$

414,737

 

 

$

484,255

 

 

$

420,266

 

 

$

628,610

 

 

$

494,899

 

 

$

651,036

 

 

$

674,097

 

Digital Platform Services Revenue

 

 

165,775

 

 

 

141,838

 

 

 

176,518

 

 

 

156,479

 

 

 

226,411

 

 

 

185,177

 

 

 

237,603

 

 

 

263,035

 

Digital Platform Fulfilment Revenue

 

 

25,444

 

 

 

27,690

 

 

 

28,522

 

 

 

27,254

 

 

 

44,494

 

 

 

30,285

 

 

 

56,803

 

 

 

50,922

 

Digital Platform Gross Profit

 

 

92,632

 

 

 

80,941

 

 

 

84,106

 

 

 

83,294

 

 

 

123,572

 

 

 

97,207

 

 

 

130,579

 

 

 

143,318

 

Digital Platform Gross Profit Margin

 

55.9%

 

 

57.1%

 

 

47.6%

 

 

53.2%

 

 

54.6%

 

 

52.5%

 

 

55.0%

 

 

54.5%

 

Digital Platform Order Contribution

 

$

58,698

 

 

$

49,518

 

 

$

49,662

 

 

$

48,973

 

 

$

72,410

 

 

$

59,241

 

 

$

83,201

 

 

$

97,133

 

Digital Platform Order Contribution Margin

 

35.4%

 

 

34.9%

 

 

28.1%

 

 

31.3%

 

 

32.0%

 

 

32.0%

 

 

35.0%

 

 

36.9%

 

Active Consumers

 

 

1,382

 

 

 

1,699

 

 

 

1,773

 

 

 

1,889

 

 

 

2,068

 

 

 

2,149

 

 

 

2,524

 

 

 

2,742

 

AOV – Marketplace

 

$

637

 

 

$

601

 

 

$

600

 

 

$

582

 

 

$

636

 

 

$

571

 

 

$

493

 

 

$

574

 

AOV – Stadium Goods

 

 

 

 

 

300

 

 

 

336

 

 

 

327

 

 

 

301

 

 

 

314

 

 

 

304

 

 

 

340

 

Brand Platform:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Brand Platform GMV

 

$

 

 

$

 

 

$

 

 

$

62,671

 

 

$

101,539

 

 

$

107,459

 

 

$

66,348

 

 

$

112,327

 

Brand Platform Revenue

 

 

 

 

 

 

 

 

 

 

 

62,671

 

 

 

101,539

 

 

 

107,459

 

 

 

66,348

 

 

 

112,327

 

Brand Platform Gross Profit

 

 

 

 

 

 

 

 

 

 

 

27,464

 

 

 

47,543

 

 

 

52,480

 

 

 

27,729

 

 

 

58,738

 

Brand Platform Gross Profit Margin

 

 

 

 

 

 

 

 

 

 

43.8%

 

 

46.8%

 

 

48.8%

 

 

41.8%

 

 

52.3%

 

  1. See “Notes and Disclosures” which includes “Non-IFRS and Other Financial and Operating Metrics” on page 19 for reconciliations of non-IFRS measures to IFRS measures.

Forward Looking Statements

This release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. All statements contained in this release that do not relate to matters of historical fact should be considered forward-looking statements, including, without limitation, the expected timing of the sale of the Notes to Alibaba and Richemont, the issuance of shares to Artemis, the establishment of and investment in the Farfetch China joint venture and our expected performance for fourth quarter 2020, statements regarding our profitability for 2021, as well as statements that include the words “expect,” “intend,” “plan,” “believe,” “project,” “forecast,” “estimate,” “may,” “should,” “anticipate” and similar statements of a future or forward-looking nature. These forward-looking statements are based on management’s current expectations. These statements are neither promises nor guarantees, but involve known and unknown risks, uncertainties and other important factors that may cause actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements, including, but not limited to: purchasers of luxury products may not choose to shop online in sufficient numbers; our ability to generate sufficient revenue to be profitable or to generate positive cash flow on a sustained basis; the volatility and difficulty in predicting the luxury fashion industry, in particular in light of COVID-19 and its impact on consumer spending patterns; our reliance on a limited number of retailers and brands for the supply of products on our Marketplace; our reliance on retailers and brands to anticipate, identify and respond quickly to new and changing fashion trends, consumer preferences and other factors; our reliance on retailers and brands to make products available to our consumers on our Marketplace and to set their own prices for such products; fluctuation in foreign exchange rates; our reliance on information technologies and our ability to adapt to technological developments; our ability to acquire or retain consumers and to promote and sustain the Farfetch brand; our ability or the ability of third parties to protect our sites, networks and systems against security breaches, or otherwise to protect our confidential information; our ability to successfully launch and monetize new and innovative technology; our acquisition and integration of other companies or technologies, for example, Stadium Goods and New Guards, could divert management’s attention and otherwise disrupt our operations and harm our operating results; we may be unsuccessful in integrating any acquired businesses or realizing any anticipated benefits of such acquisitions; our dependence on highly skilled personnel, including our senior management, data scientists and technology professionals, and our ability to hire, retain and motivate qualified personnel; the effect of the COVID-19 pandemic on our business and results of operations, as well as on the luxury fashion industry and consumer spending more broadly, and our ability to successfully implement our business plan during a global economic downturn caused by the COVID-19 pandemic; José Neves, our chief executive officer, has considerable influence over important corporate matters due to his ownership of us, and our dual-class voting structure will limit your ability to influence corporate matters, including a change of control; and the other important factors discussed under the caption “Risk Factors” in our Annual Report on Form 20-F filed with the U.S. Securities and Exchange Commission (“SEC”) for the fiscal year ended December 31, 2019 and in Exhibit 99.2 to our Current Report on Form 6-K filed with the SEC on April 27, 2020, as such factors may be updated from time to time in our other filings with the SEC, which are accessible on the SEC’s website at www.sec.gov and on our website at http://farfetchinvestors.com. In addition, we operate in a very competitive and rapidly changing environment. New risks emerge from time to time. It is not possible for our management to predict all risks, nor can we assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements that we may make. In light of these risks, uncertainties and assumptions, the forward-looking events and circumstances discussed in this release are inherently uncertain and may not occur, and actual results could differ materially and adversely from those anticipated or implied in the forward-looking statements. Accordingly, you should not rely upon forward-looking statements as predictions of future events. In addition, the forward-looking statements made in this release relate only to events or information as of the date on which the statements are made in this release. Except as required by law, we undertake no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise, after the date on which the statements are made or to reflect the occurrence of unanticipated events.

NOTES AND DISCLOSURES

Segment Realignment

Following the acquisition of New Guards in August 2019, management determined that it had three operating segments: (i) Digital Platform, (ii) Brand Platform and (iii) In-Store, given our new organizational structure and the manner in which our business is reviewed and managed. In fourth quarter 2019, we realigned our reportable operating segments to reflect how our Chief Operating Decision-Maker was making operating decisions, allocating resources and evaluating operating performance. The comparative periods have been revised to reflect this segment realignment.

Our results for first, second, and part of third quarter 2019 do not include New Guards’ performance.

Revisions to Previously Reported Financial Information

We have revised previously reported finance income and costs, loss after tax, and loss per share for each of the first three quarters of 2019. Refer to fourth quarter 2019 earnings release furnished on February 27, 2020 for further information.

Presentation Change

Beginning in second quarter 2020, we changed the presentation of our operating loss to reflect losses on items held at fair value and remeasurements, and share of results of associates, as non-operating items in the consolidated statement of operations. These items are now presented below operating loss, and all prior periods in this release reflect this change. We have made this presentation change in order to improve comparability of our period-over-period operating loss, particularly given the increased volatility of the items with a valuation dependent on our market share prices. As a result of this presentation change, the consolidated statement of cash flows now starts with operating loss rather than loss before tax as previously reported. This change had no impact on our historical loss after tax or on any of our historical unaudited condensed consolidated statements of financial position, changes in equity, cash flows or on our previously provided non-IFRS and operational measures. We determined that these presentation changes had no material impact on the previously reported financial information or on any previously issued annual financial statements.

Non-IFRS and Other Financial and Operating Metrics

This release includes certain financial measures not based on IFRS, including Adjusted EBITDA, Adjusted EBITDA Margin, Adjusted EPS, Adjusted Revenue, Digital Platform Order Contribution, and Digital Platform Order Contribution Margin (together, the “Non-IFRS Measures”), as well as operating metrics, including GMV, Digital Platform GMV, Brand Platform GMV, In-Store GMV, Active Consumers and Average Order Value. See the “Definitions” section below for a further explanation of these terms.

Management uses the Non-IFRS Measures:

  • as measurements of operating performance because they assist us in comparing our operating performance on a consistent basis, as they remove the impact of items not directly resulting from our core operations;
  • for planning purposes, including the preparation of our internal annual operating budget and financial projections;
  • to evaluate the performance and effectiveness of our strategic initiatives; and
  • to evaluate our capacity to fund capital expenditures and expand our business.

The Non-IFRS Measures may not be comparable to similar measures disclosed by other companies, because not all companies and analysts calculate these measures in the same manner. We present the Non-IFRS Measures because we consider them to be important supplemental measures of our performance, and we believe they are frequently used by securities analysts, investors and other interested parties in the evaluation of companies. Management believes that investors’ understanding of our performance is enhanced by including the Non-IFRS Measures as a reasonable basis for comparing our ongoing results of operations. Many investors are interested in understanding the performance of our business by comparing our results from ongoing operations period over period and would ordinarily add back non-cash expenses such as depreciation, amortization and items that are not part of normal day-to-day operations of our business. By providing the Non-IFRS Measures, together with reconciliations to IFRS, we believe we are enhancing investors’ understanding of our business and our results of operations, as well as assisting investors in evaluating how well we are executing our strategic initiatives.

Items excluded from the Non-IFRS Measures are significant components in understanding and assessing financial performance. The Non-IFRS Measures have limitations as analytical tools and should not be considered in isolation, or as an alternative to, or a substitute for loss after tax, revenue or other financial statement data presented in our consolidated financial statements as indicators of financial performance. Some of the limitations are:

  • such measures do not reflect revenue related to fulfilment, which is necessary to the operation of our business;
  • such measures do not reflect our expenditures, or future requirements for capital expenditures or contractual commitments;
  • such measures do not reflect changes in our working capital needs;
  • such measures do not reflect our share based payments, income tax expense or the amounts necessary to pay our taxes;
  • although depreciation and amortization are eliminated in the calculation of Adjusted EBITDA, the assets being depreciated and amortized will often have to be replaced in the future and such measures do not reflect any costs for such replacements; and
  • other companies may calculate such measures differently than we do, limiting their usefulness as comparative measures.

Due to these limitations, Adjusted EBITDA, Adjusted EBITDA Margin, and Adjusted Revenue should not be considered as measures of discretionary cash available to us to invest in the growth of our business and are in addition to, not a substitute for or superior to, measures of financial performance prepared in accordance with IFRS. In addition, the Non-IFRS Measures we use may differ from the non-IFRS financial measures used by other companies and are not intended to be considered in isolation or as a substitute for the financial information prepared and presented in accordance with IFRS. Furthermore, not all companies or analysts may calculate similarly titled measures in the same manner. We compensate for these limitations by relying primarily on our IFRS results and using the Non-IFRS Measures only as supplemental measures.

Digital Platform Order Contribution and Digital Platform Order Contribution Margin are not measurements of our financial performance under IFRS and do not purport to be alternatives to gross profit or loss after tax derived in accordance with IFRS. We believe that Digital Platform Order Contribution and Digital Platform Order Contribution Margin are useful measures in evaluating our operating performance within our industry because they permit the evaluation of our digital platform productivity, efficiency and performance. We also believe that Digital Platform Order Contribution and Digital Platform Order Contribution Margin are useful measures in evaluating our operating performance because they take into account demand generation expense and are used by management to analyze the operating performance of our digital platform for the periods presented.

Farfetch reports under International Financial Reporting Standards (“IFRS”). Farfetch provides earnings guidance on a non-IFRS basis and does not provide earnings guidance on an IFRS basis. A reconciliation of the Company’s Adjusted EBITDA guidance to the most directly comparable IFRS financial measure cannot be provided without unreasonable efforts and is not provided herein because of the inherent difficulty in forecasting and quantifying certain amounts that are necessary for such reconciliations, including adjustments that are made for future changes in the fair value of cash-settled share based payment liabilities; foreign exchange gains/(losses) and the other adjustments reflected in our reconciliation of historical non-IFRS financial measures, the amounts of which, could be material.

Reconciliations of these non-IFRS measures to the most directly comparable IFRS measure are included in the accompanying tables.

The following table reconciles Adjusted EBITDA to the most directly comparable IFRS financial performance measure, which is loss after tax:

(in $ thousands, except as otherwise noted)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

2018

 

 

2019

 

 

2020

 

 

 

Fourth

Quarter

 

 

First

Quarter

 

 

Second

Quarter

 

 

Third

Quarter

 

 

Fourth

Quarter

 

 

First

Quarter

 

 

Second

Quarter

 

 

Third

Quarter

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Loss after tax

 

$

(9,912

)

 

$

(77,686

)

 

$

(95,392

)

 

$

(90,484

)

 

$

(110,126

)

 

$

(79,177

)

 

$

(435,899

)

 

$

(536,960

)

Net finance (income)/expense

 

 

(14,915

)

 

 

(8,408

)

 

 

(1,249

)

 

 

10,689

 

 

 

(16,182

)

 

 

34,355

 

 

 

20,751

 

 

 

14,363

 

Income tax expense/(benefit)

 

 

261

 

 

 

560

 

 

 

813

 

 

 

(104

)

 

 

(108

)

 

 

2,506

 

 

 

(4,118

)

 

 

2,882

 

Depreciation and amortization

 

 

7,185

 

 

 

14,106

 

 

 

14,323

 

 

 

35,097

 

 

 

50,065

 

 

 

51,323

 

 

 

51,758

 

 

 

54,007

 

Share based payments (a)

 

 

2,821

 

 

 

38,714

 

 

 

45,710

 

 

 

31,760

 

 

 

42,238

 

 

 

26,760

 

 

 

61,915

 

 

 

81,840

 

(Gains)/losses on items held at fair value and remeasurements (b)

 

 

 

 

 

 

 

 

 

 

 

(32,286

)

 

 

10,565

 

 

 

(65,434

)

 

 

278,622

 

 

 

373,079

 

Other items (c)

 

 

 

 

 

2,493

 

 

 

(1,764

)

 

 

10,061

 

 

 

5,584

 

 

 

5,025

 

 

 

1,302

 

 

 

860

 

Impairment losses on tangible assets

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

2,292

 

 

 

 

 

 

 

Share of results of associates

 

 

(15

)

 

 

(15

)

 

 

(17

)

 

 

(371

)

 

 

38

 

 

 

31

 

 

 

494

 

 

 

(385

)

Adjusted EBITDA

 

$

(14,575

)

 

$

(30,236

)

 

$

(37,576

)

 

$

(35,638

)

 

$

(17,926

)

 

$

(22,319

)

 

$

(25,175

)

 

$

(10,314

)

  1. Represents share based payment expense.
  2. Represents (gains)/losses on items held at fair value and remeasurements. See “gains/(losses) on items held at fair value and remeasurements” on page 24 for a breakdown of these items.
  3. Represents other items, which are outside the normal scope of our ordinary activities. See “Other items” on page 24 for a breakdown of these expenses. Other items is included within selling, general and administrative expenses.

The following table reconciles Adjusted Revenue to the most directly comparable IFRS financial performance measure, which is revenue:

(in $ thousands, except as otherwise noted)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

2018

 

 

2019

 

 

2020

 

 

 

Fourth

Quarter

 

 

First

Quarter

 

 

Second

Quarter

 

 

Third

Quarter

 

 

Fourth

Quarter

 

 

First

Quarter

 

 

Second

Quarter

 

 

Third

Quarter

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Revenue

 

$

195,533

 

 

$

174,064

 

 

$

209,260

 

 

$

255,481

 

 

$

382,232

 

 

$

331,437

 

 

$

364,680

 

 

$

437,700

 

Less: Digital Platform Fulfilment Revenue

 

 

(25,444

)

 

 

(27,690

)

 

 

(28,522

)

 

 

(27,254

)

 

 

(44,494

)

 

 

(30,285

)

 

 

(56,803

)

 

 

(50,922

)

Adjusted Revenue

 

$

170,089

 

 

$

146,374

 

 

$

180,738

 

 

$

228,227

 

 

$

337,738

 

 

$

301,152

 

 

$

307,877

 

 

$

386,778

 

The following table reconciles Digital Platform Order Contribution to the most directly comparable IFRS financial performance measure, which is Digital Platform Gross Profit:

(in $ thousands, except as otherwise noted)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

2018

 

 

2019

 

 

2020

 

 

 

Fourth

Quarter

 

 

First

Quarter

 

 

Second

Quarter

 

 

Third

Quarter

 

 

Fourth

Quarter

 

 

First

Quarter

 

 

Second

Quarter

 

 

Third

Quarter

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Digital Platform Gross Profit

 

$

92,632

 

 

$

80,941

 

 

$

84,106

 

 

$

83,294

 

 

$

123,572

 

 

$

97,207

 

 

$

130,579

 

 

$

143,318

 

Less: Demand generation expense

 

 

(33,934

)

 

 

(31,423

)

 

 

(34,444

)

 

 

(34,321

)

 

 

(51,162

)

 

 

(37,966

)

 

 

(47,378

)

 

 

(46,185

)

Digital Platform Order Contribution

 

$

58,698

 

 

$

49,518

 

 

$

49,662

 

 

$

48,973

 

 

$

72,410

 

 

$

59,241

 

 

$

83,201

 

 

$

97,133

 

The following table reconciles Adjusted EPS to the most directly comparable IFRS financial performance measure, which is Earnings per share:

(per share amounts)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

2018

 

 

2019

 

 

2020

 

 

 

Fourth

Quarter

 

 

First

Quarter

 

 

Second

Quarter

 

 

Third

Quarter

 

 

Fourth

Quarter

 

 

First

Quarter

 

 

Second

Quarter

 

 

Third

Quarter

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Earnings per share

 

$

(0.03

)

 

$

(0.26

)

 

$

(0.31

)

 

$

(0.30

)

 

$

(0.34

)

 

$

(0.24

)

 

$

(1.29

)

 

$

(1.58

)

Share based payments (a)

 

 

0.01

 

 

 

0.13

 

 

 

0.15

 

 

 

0.11

 

 

 

0.12

 

 

 

0.08

 

 

 

0.18

 

 

 

0.24

 

Amortization of acquired intangible assets

 

 

0.00

 

 

 

0.01

 

 

 

0.01

 

 

 

0.06

 

 

 

0.09

 

 

 

0.09

 

 

 

0.09

 

 

 

0.09

 

(Gains)/losses on items held at fair value and remeasurements (b)

 

 

 

 

 

 

 

 

 

 

 

(0.10

)

 

 

0.03

 

 

 

(0.19

)

 

 

0.82

 

 

 

1.08

 

Other items (c)

 

 

 

 

 

0.01

 

 

 

(0.01

)

 

 

0.03

 

 

 

0.02

 

 

 

0.01

 

 

 

0.00

 

 

 

0.00

 

Impairment losses on tangible assets

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

0.01

 

 

 

 

 

 

 

Share of results of associates

 

 

(0.00

)

 

 

(0.00

)

 

 

(0.00

)

 

 

(0.00

)

 

 

(0.00

)

 

 

(0.00

)

 

 

(0.00

)

 

 

(0.00

)

Adjusted EPS

 

$

(0.02

)

 

$

(0.11

)

 

$

(0.16

)

 

$

(0.20

)

 

$

(0.08

)

 

$

(0.24

)

 

$

(0.20

)

 

$

(0.17

)

  1. Represents share based payment expense on a per share basis.
  2. Represents (gains)/losses on items held at fair value and remeasurements on a per share basis. See “gains/(losses) on items held at fair value and remeasurements” on page 24 for a breakdown of these items.
  3. Represents other items on a per share basis, which are outside the normal scope of our ordinary activities. See “Other items” on page 24 for a breakdown of these expenses. Other items included within selling, general and administrative expenses.

The following table represents gains/(losses) on items held at fair value and remeasurements:

(in $ thousands, except as otherwise noted)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

2018

 

 

2019

 

 

2020

 

 

 

Fourth

Quarter

 

 

First

Quarter

 

 

Second

Quarter

 

 

Third

Quarter

 

 

Fourth

Quarter

 

 

First

Quarter

 

 

Second

Quarter

 

 

Third

Quarter

 

Fair value remeasurements:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Shares issued as part of New Guards acquisition

 

$

 

 

$

 

 

$

 

 

$

(21,526

)

 

$

 

 

$

 

 

$

 

 

$

 

$250 million 5.00% Notes due 2025 embedded derivative

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

44,014

 

 

 

(135,093

)

 

 

(138,171

)

$400 million 3.75% Notes due 2027 embedded derivative

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(77,758

)

 

 

(157,108

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Present value remeasurements:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Chalhoub put option

 

 

 

 

 

 

 

 

 

 

 

53,812

 

 

 

(8,959

)

 

 

21,420

 

 

 

(65,771

)

 

 

(77,800

)

CuriosityChina call option

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(1,606

)

 

 

 

 

 

 

 

 

 

Gains / (losses) on items held at fair value and remeasurements

 

$

 

 

$

 

 

$

 

 

$

32,286

 

 

$

(10,565

)

 

$

65,434

 

 

$

(278,622

)

 

$

(373,079

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Farfetch share price (end of day)

 

$

17.71

 

 

$

26.91

 

 

$

20.80

 

 

$

8.64

 

 

$

10.35

 

 

$

7.90

 

 

$

17.27

 

 

$

25.16

 

The following table represents other items:

(in $ thousands, except as otherwise noted)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

2018

 

 

2019

 

 

2020

 

 

 

Fourth

Quarter

 

 

First

Quarter

 

 

Second

Quarter

 

 

Third

Quarter

 

 

Fourth

Quarter

 

 

First

Quarter

 

 

Second

Quarter

 

 

Third

Quarter

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Transaction-related legal and advisory expenses

 

$

 

 

$

(2,493

)

 

$

(2,236

)

 

$

(5,061

)

 

$

(5,584

)

 

$

(4,925

)

 

$

(1,799

)

 

$

(860

)

Release of tax provisions

 

 

 

 

 

 

 

 

4,000

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Loss on impairment of investments carried at fair value

 

 

 

 

 

 

 

 

 

 

 

(5,000

)

 

 

 

 

 

(100

)

 

 

(69

)

 

 

 

Other

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

566

 

 

 

 

Other items

 

$

 

 

$

(2,493

)

 

$

1,764

 

 

$

(10,061

)

 

$

(5,584

)

 

$

(5,025

)

 

$

(1,302

)

 

$

(860

)

Definitions

We define our non-IFRS and other financial and operating metrics as follows:

“Active Consumers” means active consumers on our directly owned and operated sites and related apps. A consumer is deemed to be active if they made a purchase within the last 12-month period, irrespective of cancellations or returns. Active Consumers includes Farfetch Marketplace, BrownsFashion.com, Stadium Goods, and New Guards-owned sites operated by Farfetch Platform Solutions. Due to technical limitations, Active Consumers is unable to fully de-dupe Stadium Goods consumers from consumers on our other sites. The number of Active Consumers is an indicator of our ability to attract and retain our consumer base to our platform and of our ability to convert platform visits into sale orders.

“Adjusted EBITDA” means loss after taxes before net finance expense/(income), income tax expense/(benefit) and depreciation and amortization, further adjusted for share based compensation expense, share of results of associates and items outside the normal scope of our ordinary activities (including other items, within selling, general and administrative expenses, losses/(gains) on items held at fair value and remeasurements through profit and loss, and impairment losses on tangible assets). Adjusted EBITDA provides a basis for comparison of our business operations between current, past and future periods by excluding items that we do not believe are indicative of our core operating performance. Adjusted EBITDA may not be comparable to other similarly titled metrics of other companies.

“Adjusted EBITDA Margin” means Adjusted EBITDA calculated as a percentage of Adjusted Revenue.

“Adjusted EPS” means earnings per share further adjusted for share based payments, amortization of acquired intangible assets, items outside the normal scope of our ordinary activities (including other items, within selling, general and administrative expenses, losses/(gains) on items held at fair value and remeasurements through profit and loss, and impairment losses on tangible assets) and the related tax effects of these adjustments. Adjusted EPS provides a basis for comparison of our business operations between current, past and future periods by excluding items that we do not believe are indicative of our core operating performance. Adjusted EPS may not be comparable to other similarly titled metrics of other companies.

“Adjusted Revenue” means revenue less Digital Platform Fulfilment Revenue.

“Average Order Value” (“AOV”) means the average value of all orders excluding value added taxes placed on either the Farfetch Marketplace or the Stadium Goods Marketplace, as indicated.

“Brand Platform Gross Profit” means Brand Platform Revenue less the direct cost of goods sold relating to Brand Platform Revenue.

“Brand Platform GMV” and “Brand Platform Revenue” mean revenue relating to the New Guards operations less revenue from New Guards’: (i) owned e-commerce websites, (ii) direct to consumer channel via our Marketplaces and (iii) directly operated stores. Revenue realized from Brand Platform is equal to GMV as such sales are not commission based.

“Digital Platform Fulfilment Revenue” means revenue from shipping and customs clearing services that we provide to our digital consumers, net of Farfetch-funded consumer promotional incentives, such as free shipping and promotional codes. Digital Platform Fulfilment Revenue was referred to as Platform Fulfilment Revenue in previous filings with the SEC.

“Digital Platform GMV” means GMV excluding In-Store GMV and Brand Platform GMV. Digital Platform GMV was referred to as Platform GMV in previous filings with the SEC.

“Digital Platform Gross Profit” means gross profit excluding In-Store Gross Profit and Brand Platform Gross Profit. Digital Platform Gross Profit was referred to as Platform Gross Profit in previous filings with the SEC.

“Digital Platform Gross Profit Margin” means Digital Platform Gross Profit calculated as a percentage of Digital Platform Services Revenue. We provide fulfilment services to Marketplace consumers and receive revenue from the provision of these services, which is primarily a pass-through cost with no economic benefit to us. Therefore, we calculate our Digital Platform Gross Profit Margin, including Digital Platform third-party and first-party gross profit margin, excluding Digital Platform Fulfilment Revenue.

“Digital Platform Order Contribution” means Digital Platform Gross Profit after deducting demand generation expense, which includes fees that we pay for our various marketing channels. Digital Platform Order Contribution provides an indicator of our ability to extract digital consumer value from our demand generation expense, including the costs of retaining existing consumers and our ability to acquire new consumers. Digital Platform Order Contribution was referred to as Platform Order Contribution in previous filings with the SEC.

“Digital Platform Order Contribution Margin” means Digital Platform Order Contribution calculated as a percentage of Digital Platform Services Revenue. Digital Platform Order Contribution Margin was referred to as Platform Order Contribution Margin in previous filings with the SEC.

“Digital Platform Revenue” means the sum of Digital Platform Services Revenue and Digital Platform Fulfilment Revenue. Digital Platform Revenue was referred to as Platform Revenue in previous filings with the SEC.

“Digital Platform Services Revenue” means Revenue less Digital Platform Fulfilment Revenue, In-Store Revenue and Brand Platform Revenue. Digital Platform Services Revenue is driven by our Digital Platform GMV, including commissions from third-party sales and revenue from first-party sales.

“Digital Platform Services third-party revenues” represent commissions and other income generated from the provision of services to sellers in their transactions with consumers conducted on our dematerialized platforms, as well as fees for services provided to brands and retailers.

“Digital Platform Services first-party revenues” represents sales of owned-product, including First-Party Original through our digital platform. The revenue realized from first-party sales is equal to the GMV of such sales because we act as principal in these transactions and, therefore, related sales are not commission based.

“Digital Platform Services third-party cost of revenues” and “Digital Platform Services first-party cost of revenues” include packaging costs, credit card fees, and incremental shipping costs provided in relation to the provision of these services. Digital Platform Services first-party cost of revenues also includes the cost of goods sold of the owned products.

“First-Party Original” refers to brands developed by New Guards and sold direct to consumers on the digital platform.

“Gross Merchandise Value” (“GMV”) means the total dollar value of orders processed. GMV is inclusive of product value, shipping and duty. It is net of returns, value added taxes and cancellations. GMV does not represent revenue earned by us, although GMV and revenue are correlated.

“In-Store Gross Profit” means In-Store Revenue less the direct cost of goods sold relating to In-Store Revenue.

“In-Store GMV” and “In-Store Revenue” mean revenue generated in our retail stores which include Browns, Stadium Goods and New Guards’ directly operated stores. Revenue realized from In-Store sales is equal to GMV of such sales because such sales are not commission based.

“Third-Party Take Rate” means Digital Platform Services Revenue excluding revenue from first-party sales, as a percentage of Digital Platform GMV excluding GMV from first-party sales and Digital Platform Fulfilment Revenue. Revenue from first-party sales, which is equal to GMV from first-party sales, means revenue derived from sales on our platform of inventory purchased by us.

Certain figures in the release may not recalculate exactly due to rounding. This is because percentages and/or figures contained herein are calculated based on actual numbers and not the rounded numbers presented.

About Farfetch

Farfetch Limited is the leading global platform for the luxury fashion industry. Founded in 2007 by José Neves for the love of fashion, and launched in 2008, Farfetch began as an e-commerce marketplace for luxury boutiques around the world. Today the Farfetch Marketplace connects customers in over 190 countries with items from more than 50 countries and over 1,300 of the world’s best brands, boutiques and department stores, delivering a truly unique shopping experience and access to the most extensive selection of luxury on a single platform. Farfetch’s additional businesses include Farfetch Platform Solutions, which services enterprise clients with e-commerce and technology capabilities; Browns and Stadium Goods, which offer luxury products to consumers; and New Guards, a platform for the development of global fashion brands. Farfetch also invests in innovations such as its Store of the Future augmented retail solution, and develops key technologies, business solutions, and services for the luxury fashion industry.

For more information, please visit www.farfetchinvestors.com.

Investor Relations:

Alice Ryder

VP Investor Relations

[email protected]

Media:

Susannah Clark

VP Communications, Global

[email protected]

+44 7788 405224

Brunswick Group

[email protected]

US: +1 (212) 333 3810

UK: +44 (0) 207 404 5959

KEYWORDS: United Kingdom Europe

INDUSTRY KEYWORDS: Fashion Professional Services Online Retail Retail Luxury Finance

MEDIA:

Logo
Logo

IMPORTANT NOV. 20 DEADLINE Pawar Law Group Announces a Securities Class Action Lawsuit Against GoHealth, Inc. – GOCO

NEW YORK, Nov. 12, 2020 (GLOBE NEWSWIRE) — Pawar Law Group announces that a class action lawsuit has been filed on behalf of shareholders who purchased shares of GoHealth, Inc. (NASDAQ: GOCO) pursuant and/or traceable to the registration statement issued in connection with the Company’s July 2020 initial public offering (the “IPO”). The lawsuit seeks to recover damages for GoHealth, Inc. investors under the federal securities laws.

To join the class action, go here or call Vik Pawar, Esq. toll-free at 888-589-9804 or email [email protected] for information on the class action.

According to the lawsuit, defendants throughout the Class Period made false and/or misleading statements and/or failed to disclose that: (1) the Medicare insurance industry was undergoing a period of elevated churn, which had begun in the first half of 2020; (2) GoHealth suffered from a higher risk of customer churn as a result of its unique business model and limited carrier base; (3) GoHealth suffered from degradations in customer persistency and retention as a result of elevated industry churn, vulnerabilities that arose from the Company’s concentrated carrier business model, and GoHealth’s efforts to expand into new geographies, develop new carrier partnerships and worsening product mix; (4) GoHealth had entered into materially less favorable revenue sharing arrangements with its external sales agents; and (5) these adverse financial and operational trends were internally projected by GoHealth to continue and worsen following the IPO. When the true details entered the market, the lawsuit claims that investors suffered damages.

If you wish to serve as lead plaintiff, you must move the Court no later than November 20, 2020. A lead plaintiff is a representative party acting on behalf of other class members in directing the litigation.

No class has been certified. Until a class is certified, you are not represented by counsel unless you hire one. You may hire counsel of your choice. You may also do nothing at this time and be an absent member of the class. Your ability to share in any future recovery is not dependent upon being a lead plaintiff.

Pawar Law Group represents investors from around the world. Attorney advertising. Prior results do not guarantee or predict a similar outcome with respect to any future matter.
——————————-

Contact:
Vik Pawar, Esq.
Pawar Law Group
20 Vesey Street, Suite 1410
New York, NY 10007
Tel: (917) 261-2277
Fax: (212) 571-0938
[email protected]