INTRUSION Reports Third Quarter 2020 Results

Positive Response to Beta Testing of New Cybersecurity Solution
and

Strengthened Balance Sheet with Successful Follow-On Offering

PLANO, Texas, Nov. 12, 2020 (GLOBE NEWSWIRE) — INTRUSION, Inc. (NASDAQ: INTZ) announced today financial results for the three- and nine-month periods ended September 30, 2020.

Third Quarter and Recent Business Highlights

  • With positive beta-testing results, accepts pre-orders for INTRUSION Shield
  • $18.1 million in net proceeds raised from a public offering of common shares
  • Successfully uplisted to the Nasdaq Capital Market
  • Expansion of executive team with key appointments to support growth strategy

“While extended government shutdowns associated with the pandemic continued to impact our legacy subscription and reporting businesses during the third quarter, the growing trend of sophisticated cybersecurity attacks underscores the crucial need for more advanced, innovative solutions,” stated Jack B. Blount, President and CEO of INTRUSION. “We are capitalizing on this need through the recent introduction and aggressive ramp of our new Shield family of disruptive cybersecurity solutions.

Recent feedback from enterprise customers that are beta testing Shield has been extraordinarily positive, which is why we made the decision to take pre-orders ahead of general availability. Leveraging our unique proprietary database of threat indicators and advanced AI, Shield detects and neutralizes threats that are actively inside customers’ networks, effectively tackling the problem of vulnerability from the inside out. Shield will disrupt the cybersecurity industry beginning with the enterprise market, which represents more than a $7 billion opportunity in the U.S. alone. Moreover, the launch of subsequent solutions within the Shield family will also increase our addressable market, further fueling our growth.”

Third Quarter Financial Results

Revenue for the third quarter 2020 was $1.6 million, compared to $3.9 million in the third quarter 2019 and $1.7 million for the second quarter 2020.

Gross profit margin was 59 percent of revenue in the third quarter of 2020, compared to 62 percent in the third quarter 2019 and 61 percent in the second quarter 2020.

INTRUSION’s third quarter 2020 operating expenses were $2.3 million, compared to $0.9 million in the third quarter 2019 and $1.7 million in the second quarter 2020.

INTRUSION’s net loss was $1.4 million in the third quarter 2020, compared to net income of $1.5 million in the third quarter 2019 and a net loss of $0.7 million in the second quarter 2020.

As of September 30, 2020, INTRUSION reported cash, cash equivalents and accounts receivables of $2.5 million. Subsequent to quarter end, INTRUSION raised $18.1 million in net proceeds from a follow-on offering of 3.6 million shares of its common stock. The net proceeds reflect 2.5 million shares offered by the Company, including the underwriter’s exercised option to purchase an additional 465,000 shares.

Conference Call

Intrusion’s management will host a conference call today at 4:00 P.M. CST. Interested investors can access the call at 1-833-366-0416 or +1-236-712-2506 for international callers and provide the following Conference ID: 5795593. For those unable to participate in the live conference call, a replay will be accessible beginning tonight at 7:00 P.M. CST until November 19, 2020 by calling 1-800-585-8367 or +1-416-621-4642 for international callers. At the replay prompt, enter conference identification number 5795593. Additionally, a live and archived audio webcast of the conference call will be available at www.intrusion.com.

About INTRUSION Inc.

I
NTRUSION Inc. is a global provider of entity identification, high speed data mining, cybercrime and advanced persistent threat detection products. INTRUSION’s solution families include 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.

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 limitations, statements regarding future revenue growth and profitability, the difficulties in forecasting future sales caused by current economic and market conditions, the effects of sales and implementation cycles for our products on our quarterly results and difficulties in accurately estimating market growth, uncertainties regarding future government and corporate spending on information security products, spending patterns of, and appropriations to, U.S. government departments, statements about our new INTRUSION Shield solution and its success and future market acceptance, as well as other statements. 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. The factors that could cause actual results to differ materially from expectations are detailed in the Company’s most recent reports on Form 10-K and Form 10-Q, particularly under the heading “Risk Factors.”

Company Contact

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

Investor Relations Contact

Joel Achramowicz
[email protected]
P: (415) 845-9964

 





INTRUSION INC.

UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS

(In thousands except par value amounts)

  September 30,     December 31,
  2020     2019
ASSETS        
Current Assets            
Cash and cash equivalents $ 1,505     $ 3,334  
Accounts receivable 1,030       1,556  
Prepaid expenses 647       152  
Total
current
assets
3,182       5052  
Noncurrent Assets        
Property and equipment, net 356       335  
Finance leases right-of-use asset, net 30       62  
Operating leases right-of-use asset, net 1,160       1,348  
Other assets 57       38  
Total noncurrent assets 1,603       1,783  
TOTAL ASSETS $ 4,785     $ 6,835  

LIABILITIES AND EQUITY (DEFICIT)

Current Liabilities      
Accounts payable and accrued expenses $ 1,420     $ 1,080  
Dividends payable     20  
Finance leases liability, current portion 31     43  
Operating leases liability, current portion 295     284  
PPP loan payable, current portion 392      
Deferred revenue 58     516  
Total current liabilities 2,196     1,943  
Finance leases liability, noncurrent portion 1     21  
PPP loan payable, noncurrent portion 239      
Operating lease liability, noncurrent portion 1,095     1,315  
Total noncurrent liabilities 1,335     1,336  
Stockholders’ Equity:      
Preferred stock, $.01 par value:      
Authorized shares – 5,000      
Series 1 shares issued and outstanding – 200 in 2019      
Liquidation preference of $1,013 in 2019     707  
Series 2 shares issued and outstanding – 460 in 2019
Liquidation preference of $1,155 in 2019
    724  
Series 3 shares issued and outstanding – 289 in 2019
Liquidation preference of $634 in 2019
    412  
Common stock, $.01 par value:      
Authorized shares – 80,000      
Issued shares – 14,939 in 2020 and 13,552 in 2019
Outstanding shares – 14,929 in 2020 and 13,542 in 2019
149     136  
Common stock held in treasury, at cost – 10 shares (362 )   (362 )
Additional paid-in capital 58,877     56,759  
Accumulated deficit (57,367 )   (54,777 )
Accumulated other comprehensive loss (43 )   (43 )
Total stockholders’ equity 1,254     3,556  
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY $ 4,785     $ 6,835  
               





INTRUSION INC.

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(In thousands except per share amounts)

    Three
Months Ended

September
30,
  N
i
ne
Months Ended

September 30,
 
    20
20
  201
9
  20
20
  201
9
 
Revenue   $ 1,588   $ 3,860   $ 5,039   $ 11,071  
Cost of revenue   652   1,465   2,050   4,339  
                   
Gross profit   936   2,395   2,989   6,732  
                   
Operating expenses:                  
Sales and marketing   885   356   1,880   813  
Research and development   1,081   297   2,741   775  
General and administrative   377   277   962   930  
                   
Operating income (loss)   (1,407 ) 1,465   (2,594 ) 4,214  
Interest expense   (2 ) (1 ) (4 ) (45 )
Interest income       8    
                   
Net income (loss)   $ (1,409 ) $ 1,464   $ (2,590 ) $ 4,169  
                   
Preferred stock dividends accrued   (13 ) (35 ) (79 ) (104 )
Net income (loss) attributable to common stockholders   $ (1,422 ) $ 1,429   $ (2,669 ) $ 4,065  
                   
Net income (loss) per share attributable to common stockholders:                  
Basic   $ (0.10 ) $ 0.11   $ (0.19 ) $ 0.30  
Diluted   $ (0.10 ) $ 0.09   $ (0.19 ) $ 0.27  
                   
Weighted average common shares outstanding:                  
Basic   14,450   13,523   13,981   13,466  
Diluted   14,450   15,371   13,981   15,314  

 

Dynagas LNG Partners LP Reports Results for the Three and Nine Months Ended September 30, 2020

ATHENS, Greece, Nov. 12, 2020 (GLOBE NEWSWIRE) — Dynagas LNG Partners LP (NYSE: “DLNG”) (“Dynagas Partners” or the “Partnership”), an owner and operator of liquefied natural gas (“LNG”) carriers, today announced its results for the three and nine months ended September 30, 2020.

Third Quarter Highlights:

  • Net income and earnings per common unit of $10.0 million and $0.20, respectively;
  • Adjusted Net Income(1) of $10.2 million and Adjusted Earnings per common unit of $0.21;
  • Adjusted EBITDA(1) of $24.2 million;
  • 100% fleet utilization;
  • Declared and paid cash distribution of $0.5625 per unit on its Series A Preferred Units (NYSE: “DLNG PR A”) for the period from May 12, 2020 to August 11, 2020 and $0.546875 per unit on the Series B Preferred Units (NYSE: “DLNG PR B”) for the period from May 22, 2020 to August 21, 2020; and
  • Entered into an amended and restated ATM Sales Agreement (the “A&R Sales Agreement”), for the offer and sale of common units representing limited partnership interests, having an aggregate offering price of up to $30.0 million (the “Current ATM Program”). Upon entry into the A&R Sales Agreement, the Partnership terminated its prior at-the-market program established in July of 2020 (the “Prior ATM Program”). At the time of such termination, $0.4 million of the Partnership’s common units out of an aggregate of $30.0 million of its common units were sold pursuant to the Prior ATM Program.

Subsequent Events:

  • Declared a quarterly cash distribution of $0.5625 on the Partnership’s Series A Preferred Units for the period from August 12, 2020 to November 11, 2020, which was paid on November 12, 2020; and
  • Declared a quarterly cash distribution of $0.546875 on the Partnership’s Series B Preferred Units for the period from August 22, 2020 to November 21, 2020, which is payable on November 23, 2020.

 (1) Adjusted Net Income, Adjusted Earnings per common unit, and Adjusted EBITDA are not recognized measures under U.S. GAAP. Please refer to Appendix B of this press release for the definitions and reconciliation of these measures to the most directly comparable financial measures calculated and presented in accordance with U.S. GAAP and other related information.

CEO Commentary:

We are pleased to report the results for the three months and nine months ended September 30, 2020. All six LNG carriers in our fleet are operating under their respective long-term charters with international gas producers with an average remaining contract term of 7.9 years. Our estimated contracted revenue backlog is approximately $1.15 billion. Absent any unforeseen events or unscheduled dry dockings, our fleet is contracted to be employed 100% for 2020, 92% for 2021 and 83% for 2022 through and including 2025. The earliest contracted re-delivery date for our six LNG carriers is in the third quarter of 2021(the Arctic Aurora), with the next carrier (the Clean Energy) becoming available for re-chartering in the first quarter of 2026 at the earliest.

For the third quarter of 2020, we reported Net Income of $10.0 million and Adjusted EBITDA of $24.2 million. This improved performance is attributable to an increase in voyage revenues and a decrease in interest and finance costs compared to the corresponding period in 2019, coupled with stable vessel operating expenses during this period.

Despite the ongoing operational challenges the industry is facing as a result of the COVID-19 outbreak, we are pleased to report 100% utilization for our fleet for the third quarter of 2020. The ongoing impact of the COVID-19 outbreak has been operationally manageable due to our manager’s COVID-19 response plan which has been implemented with the support of our seafarers, charterers and employees, for which we are grateful.

Going forward, we intend to continue our strategy of using our cash flow generation to deleverage our balance sheet and reinforce our liquidity so as to build equity value over time. This, we believe, will enhance our ability to pursue future growth initiatives.

Financial Results Overview:


 
Three Months Ended   Nine Months Ended

(U.S. dollars in thousands, except per unit data)
  September 30,
2020
(unaudited)
    September 30,
2019
(unaudited)
    September 30,
2020
(unaudited)
    September 30,
2019
(unaudited)
Voyage revenues $ 34,346   $ 34,364     $ 102,730   $ 96,584  
Net Income / (Loss) $ 10,015   $ (4,740 )   $ 23,409   $ (1,916 )
Adjusted Net Income (1) $ 10,203   $ 2,775     $ 27,161   $ 5,277  
Operating income $ 16,149   $ 16,061     $ 48,018   $ 43,963  
Adjusted EBITDA(1) $ 24,221   $ 23,775     $ 72,091   $ 66,366  
Earnings/ (Loss) per common unit $ 0.20   $ (0.21 )   $ 0.41   $ (0.30 )
Adjusted Earnings/ (Loss) per common unit (1) $ 0.21   $     $ 0.52   $ (0.10 )
                       

(1) Adjusted Net Income, Adjusted EBITDA, and Adjusted Earnings/(Loss) per common unit are not recognized measures under U.S. GAAP. Please refer to Appendix B of this press release for the definitions and reconciliation of these measures to the most directly comparable financial measures calculated and presented in accordance with U.S. GAAP.

Three Months Ended September 30, 2020 and 2019 Financial Results

Net Income for the three months ended September 30, 2020 was $10.0 million as compared to a Net Loss of $4.7 million in the corresponding period of 2019, which represents an increase of $14.7 million, or 312.8%. This increase was mainly attributable to a decrease in interest and finance costs in the three months ended September 30, 2020, as further analyzed below.

Adjusted Net Income for the three months ended September 30, 2020 was $10.2 million compared to $2.8 million in the corresponding period of 2019, representing a net increase of $7.4 million or 264.3%.

Voyage revenues for the three-month periods ended September 30, 2020 and 2019 were $34.3 million and $34.4 million, respectively.

The Partnership reported average daily hire gross of commissions(1) of approximately $62,500 per day per vessel in the three-month period ended September 30, 2020, compared to approximately $62,200 per day per vessel in the corresponding period of 2019. During the three-month periods ended September 30, 2020 and September 30, 2019, the Partnership’s vessels operated at 100% and 99% utilization, respectively.

Vessel operating expenses were $7.2 million, which corresponds to a daily rate per vessel of $13,074 in the three-month period ended September 30, 2020, as compared to $7.5 million, or a daily rate per vessel of $13,531 in the corresponding period of 2019.

Adjusted EBITDA for the three months ended September 30, 2020 was $24.2 million, as compared to $23.8 million for the corresponding period of 2019, which corresponds to an increase of $0.4 million, or 1.7%.

Interest and finance costs, net, were $6.0 million in the three months ended September 30, 2020 as compared to $20.9 million in the corresponding period of 2019, which represents a decrease of $14.9 million, or 71.3%. The decrease in interest and finance costs is due to (i) the lower weighted average interest rate, (ii) the reduction in the average interest bearing debt and (iii) the decrease in deferred loan fees as a result of a $7.5 million one-time write-off of deferred loan fees included in the corresponding period of 2019 in connection with the early prepayment of the $480 million Senior Secured Term Loan facility in September 2019.

For the three months ended September 30, 2020, the Partnership reported Earnings per common unit and Adjusted Earnings per common unit, basic and diluted, of $0.20 and $0.21 respectively, after taking into account the distributions relating to the Series A Preferred Units and the Series B Preferred Units on the Partnership’s Net income/Adjusted Net Income. Earnings per common unit and Adjusted Earnings per common unit, basic and diluted, are calculated on the basis of a weighted average number of 35,593,477 common units outstanding during the period and in the case of Adjusted Earnings per common unit after reflecting the impact of the non-cash items presented in Appendix B of this press release.

Adjusted Net Income, Adjusted EBITDA and Adjusted Earnings/(Loss) per common unit are not recognized measures under U.S. GAAP. Please refer to Appendix B of this press release for the definitions and reconciliation of these measures to the most directly comparable financial measures calculated and presented in accordance with U.S. GAAP.

Amounts relating to variations in period–on–period comparisons shown in this section are derived from the condensed financials presented below.

(1) Average daily hire gross of commissions represents voyage revenue excluding the non-cash time charter deferred revenue amortization, divided by the Available Days in the Partnership’s fleet as described in Appendix B.

Liquidity/ Financing/ Cash Flow Coverage

During the three months ended September 30, 2020, the Partnership generated net cash from operating activities of $27.6 million as compared to $13.6 million in the corresponding period of 2019, which represents an increase of $14.0 million, or 102.9%.

As of September 30, 2020, the Partnership reported total cash of $76.0 million (including $50.0 million of restricted cash). The Partnership’s outstanding indebtedness as of September 30, 2020 under the $675.0 Million Credit Facility amounted to $627.0 million, gross of unamortized deferred loan fees and including $48.0 million, which is repayable within one year.

In July 2020, the Partnership, under the Prior ATM program, issued and sold 122,580 common units at a weighted average price of $3.665 per unit, resulting in gross proceeds of $0.4 million and net proceeds of $0.3 million. No issuances of common units under the Current ATM program were made during the three months ended September 30, 2020.

As of September 30, 2020, the Partnership had unused availability of $30.0 million under its interest free $30.0 million revolving credit facility with its Sponsor, or the $30.0 Million Revolving Credit Facility, which was extended on November 14, 2018, and is available to the Partnership at any time until November 2023.

Vessel Employment

As of November 12, 2020, the Partnership had estimated contracted time charter coverage(1) for 100% of its fleet estimated Available Days (as defined in Appendix B) for 2020, 92% of its fleet estimated Available Days for 2021 and 83% of its fleet estimated Available Days for 2022.

As of the same date, the Partnership’s contracted revenue backlog estimate (2) (3) was $1.15 billion, with an average remaining contract term of 7.9 years.                      

(1) Time charter coverage for the Partnership’s fleet is calculated by dividing the fleet contracted days on the basis of the earliest estimated delivery and redelivery dates prescribed in the Partnership’s current time charter contracts, net of scheduled class survey repairs by the number of expected Available Days during that period.

(2) The Partnership calculates its estimated contracted revenue backlog by multiplying the contractual daily hire rate by the expected number of days committed under the contracts (assuming earliest delivery and redelivery and excluding options to extend), assuming full utilization. The actual amount of revenues earned and the actual periods during which revenues are earned may differ from the amounts and periods disclosed due to, for example, dry-docking and/or special survey downtime, maintenance projects, off-hire downtime and other factors that result in lower revenues than the Partnership’s average contract backlog per day.

(3) $0.16 billion of the revenue backlog estimate relates to the estimated portion of the hire contained in certain time charter contracts with Yamal which represents the operating expenses of the respective vessels and is subject to yearly adjustments on the basis of the actual operating costs incurred within each year. The actual amount of revenues earned in respect of such variable hire rate may therefore differ from the amounts included in the revenue backlog estimate due to the yearly variations in the respective vessels’ operating costs.

Conference Call and Webcast:

As announced, the Partnership’s management team will host a conference call on Friday, November 13, 2020 at 10:00 a.m. Eastern Time to discuss the Partnership’s financial results.

Conference Call details:

Participants should dial into the call 10 minutes before the scheduled time using the following numbers: +1 (877) 553-9962 (US Toll Free Dial In), 0 (808) 238-0669 (UK Toll Free Dial In) or +44 (0) 2071 928592(Standard International Dial In). Please quote “Dynagas.”

A telephonic replay of the conference call will be available until November 19, 2020, by dialing +1(866) 331-1332 (US Toll Free Dial In), 0(808) 238-0667 (UK Toll Free Dial In) or +44 (0) 3333 009785 (Standard International Dial In) and the access code required for the replay is: 59711562#.

Audio Webcast – Slides Presentation:

There will be a live and then archived audio webcast of the conference call, via the internet through the Dynagas LNG Partners website www.dynagaspartners.com. Participants to the live webcast should register on the website approximately 10 minutes prior to the start of the webcast.

The slide presentation on the third quarter ended September 30, 2020 financial results will be available in PDF format 10 minutes prior to the conference call and webcast, accessible on the company’s website www.dynagaspartners.com on the webcast page. Participants to the webcast can download the PDF presentation. None of the information contained in or that forms a part of the Partnership’s conference calls, website or audio webcasts is part of this release.

About Dynagas LNG Partners LP

Dynagas LNG Partners LP. (NYSE: DLNG) is a master limited partnership which owns and operates liquefied natural gas (LNG) carriers employed on multi-year charters. The Partnership’s current fleet consists of six LNG carriers, with aggregate carrying capacity of approximately 914,000 cubic meters.

Visit the Partnership’s website at www.dynagaspartners.com.

Contact Information:

Dynagas LNG Partners LP
Attention: Michael Gregos
Tel. +30 210 8917960
Email: [email protected]  

Investor Relations / Financial Media:

Nicolas Bornozis
Markella Kara
Capital Link, Inc.
230 Park Avenue, Suite 1536
New York, NY 10169
Tel. (212) 661-7566
E-mail: [email protected]

Forward-Looking Statements

Matters discussed in this press release may constitute forward-looking statements. The Private Securities Litigation Reform Act of 1995 provides safe harbor protections for forward-looking statements in order to encourage companies to provide prospective information about their business. Forward-looking statements include statements concerning plans, objectives, goals, strategies, future events or performance, and underlying assumptions and other statements, which are other than statements of historical facts.

The Partnership desires to take advantage of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995 and is including this cautionary statement in connection with this safe harbor legislation. The words “believe,” “anticipate,” “intends,” “estimate,” “forecast,” “project,” “plan,” “potential,” “project”, “will”, “may,” “should,” “expect,” “expected,” “pending” and similar expressions identify forward-looking statements. These forward-looking are not intended to give any assurance as to future results and should not be relied upon.

The forward-looking statements in this press release are based upon various assumptions and estimates, many of which are based, in turn, upon further assumptions, including without limitation, examination by the Partnership’s management of historical operating trends, data contained in its records and other data available from third parties. Although the Partnership believes that these assumptions were reasonable when made, because these assumptions are inherently subject to significant uncertainties and contingencies which are difficult or impossible to predict and are beyond the Partnership’s control, the Partnership cannot assure you that it will achieve or accomplish these expectations, beliefs or projections.

In addition to these important factors, other important factors that, in the Partnership’s view, could cause actual results to differ materially from those discussed, expressed or implied, in the forward-looking statements include, but are not limited to, the strength of world economies and currency fluctuations, general market conditions, including fluctuations in charter  rates, ownership days, and  vessel  values,  changes  in  supply and demand  for  Liquefied  Natural  Gas  (LNG)  shipping capacity, changes in the Partnership’s operating expenses, including bunker prices, drydocking and insurance costs, the market for the Partnership’s vessels, availability of financing and refinancing, changes in governmental laws, rules and regulations or actions taken by regulatory authorities,  economic, regulatory, political and governmental conditions that affect the shipping and the LNG industry, potential liability from pending or future litigation, general domestic and international political conditions, potential disruption of shipping routes due to accidents or political events, vessel breakdowns, instances of off-hires, the length and severity of the COVID-19 outbreak, the impact of public health threats and outbreaks of other highly communicable diseases, the impact of the expected discontinuance of LIBOR after 2021 on interest rates of our debt that reference LIBOR, the amount of cash available for distribution, and other factors. Please see the Partnership’s filings with the Securities and Exchange Commission for a more complete discussion of these and other risks and uncertainties. The information set forth herein speaks only as of the date hereof, and the Partnership disclaims any intention or obligation to update any forward-looking statements as a result of developments occurring after the date of this communication.

APPENDIX A

DYNAGAS LNG PARTNERS LP

Condensed Consolidated Statements of Income

(In thousands of U.S. dollars except units and per unit data)   Three Months Ended
September 30,
  Nine Months Ended

September 30,
    2020

(unaudited)
  2019

(unaudited)
  2020

(unaudited)
  2019

(unaudited)
REVENUES                
Voyage revenues $ 34,346   $ 34,364   $ 102,730   $ 96,584  
EXPENSES                
Voyage expenses (including related party)   (695 )   (803 )   (2,305 )   (1,934 )
Vessel operating expenses   (7,217 )   (7,469 )   (21,687 )   (21,286 )
General and administrative expenses (including related party)   (596 )   (737 )   (1,861 )   (1,823 )
Management fees -related party   (1,697 )   (1,648 )   (5,055 )   (4,890 )
Depreciation   (7,992 )   (7,646 )   (23,804 )   (22,688 )
Operating income   16,149     16,061     48,018     43,963  
Interest and finance costs, net   (6,026 )   (20,851 )   (21,126 )   (45,898 )
Loss on derivative instruments   (5 )       (3,357 )    
Other, net   (103 )   50     (126 )   19  
                 
Net income / (Loss) $ 10,015   $ (4,740 ) $ 23,409   $ (1,916 )
Earnings/ (loss) per common unit (basic and diluted)  

$

0.20   $ (0.21 ) $ 0.41   $ (0.30 )
Weighted average number of units outstanding, basic and diluted:                
Common units   35,593,477     35,490,000     35,524,744     35,490,000  



DYNAGAS LNG PARTNERS LP

Consolidated Condensed Balance Sheets

(Expressed in thousands of U.S. Dollars—except for unit data)

    September 30,
2020
(unaudited)
    December 31,
2019
(audited)
ASSETS:          
Cash and cash equivalents and restricted cash (current and non-current) $ 76,046     $ 66,206  
Due from related party (current and non-current)   1,350       1,350  
Other current assets   2,521       1,966  
Vessels, net   892,893       916,697  
Other non-current assets   2,666       2,968  
Total assets $ 975,476     $ 989,187  
           

LIABILITIES
         
Total long-term debt, net of deferred financing costs $ 619,068     $ 653,154  
Total other current liabilities   19,567       16,951  
Derivative financial instrument (current and non-current)   3,181        
Due to related party (current and non-current)   1,747       2,202  
Total other non-current liabilities   3,193       3,173  
Total liabilities $ 646,756     $ 675,480  
           

PARTNERS’ EQUITY
         
General partner  (35,526 units issued and outstanding as at September 30, 2020 and December 31, 2019)   (13 )     (28 )
Common unitholders (35,612,580 units issued and outstanding as at September 30, 2020 and 35,490,000 units issued and outstanding as at December 31, 2019)   202,019       187,021  
Series A Preferred unitholders: (3,000,000 units issued and outstanding as at September 30, 2020 and December 31, 2019)   73,216       73,216  
Series B Preferred unitholders: (2,200,000 units issued and outstanding as at September 30, 2020 and December 31, 2019)   53,498       53,498  
Total partners’ equity $ 328,720     $ 313,707  
           
Total liabilities and partners’ equity $ 975,476     $ 989,187  
               

DYNAGAS LNG PARTNERS LP

Consolidated Statements of Cash Flows

(Expressed in thousands of U.S. Dollars)

                 
                 
    Three Months Ended
September 30,
  Nine Months Ended
September 30,
    2020     2019     2020     2019  
Cash flows from Operating Activities:                
Net income / (Loss): $ 10,015   $ (4,740 ) $ 23,409   $ (1,916 )
Adjustments to reconcile net income / (loss) to net cash provided by operating activities:                
Depreciation   7,992     7,646     23,804     22,688  
Amortization and write-off of deferred financing fees   626     8,316     1,913     9,927  
Deferred revenue amortization   129     (36 )   233     (430 )
Amortization of deferred charges   54     54     162     126  
Loss on derivative financial instrument   5         3,357      
Changes in operating assets and liabilities:                
Trade accounts receivable   355         (222 )   48  
Prepayments and other assets   196     165     (285 )   (498 )
Inventories   19     1,222     (48 )   421  
Due from/ to related parties   3,275     (749 )   (455 )   (274 )
Deferred charges   108     38     (73 )   (999 )
Trade accounts payable   (54 )   (834 )   (988 )   (449 )
Accrued liabilities   189     128     (122 )   173  
Unearned revenue   4,678     2,350     3,738     888  
                 
Net cash provided by Operating Activities   27,587     13,560     54,423     29,705  
                 
Cash flows from Investing Activities                
Vessel acquisitions and other additions to vessels’ cost                
Net cash used in Investing Activities                
                 
Cash flows from Financing Activities:                
Issuance of common units, net of issuance costs   276         276      
Payment of securities registration and other filing costs   (17 )       (17 )   (139 )
Distributions declared and paid   (2,891 )   (2,890 )   (8,672 )   (13,501 )
Proceeds from long-term debt       675,000         675,000  
Repayment of long-term debt   (12,000 )   (470,400 )   (36,000 )   (472,800 )
Payment of derivative instruments   (170 )       (170 )    
Payment of deferred finance fees       (10,558 )       (10,558 )
Net cash used in Financing Activities   (14,802 )   191,152     (44,583 )   178,002  
                 
Net increase in cash and cash equivalents and restricted cash   12,785     204,712     9,840     207,707  
Cash and cash equivalents and restricted cash at beginning of the period   63,261     112,912     66,206     109,917  
Cash and cash equivalents and restricted cash at end of the period $ 76,046   $ 317,624   $ 76,046   $ 317,624  
                         

APPENDIX B

Fleet statistics

    Three Months Ended
September 30,
  Nine Months Ended
September 30,
(expressed in United states dollars except for operational data)   2020     2019     2020     2019  
Number of vessels at the end of period   6     6     6     6  
Average number of vessels in the period (1)   6     6     6     6  
Calendar Days (2)   552.0     552.0     1,644.0     1,638.0  
Available Days (3)   552.0     552.0     1,644.0     1,638.0  
Revenue earning days (4)   552.0     548.7     1,638.7     1,604.3  
Time Charter Equivalent (5) $ 60,962   $ 60,799   $ 61,086   $ 57,784  
Fleet Utilization (4)   100 %   99 %   99.7 %   98 %
Vessel daily operating expenses (6) $ 13,074   $ 13,531   $ 13,192   $ 12,995  

(1) Represents the number of vessels that constituted the Partnership’s fleet for the relevant period, as measured by the sum of the number of days that each vessel was a part of the Partnership’s fleet during the period divided by the number of Calendar Days (defined below) in the period.
(2) “Calendar Days” are the total days that the Partnership possessed the vessels in its fleet for the relevant period.
(3) “Available Days” are the total number of Calendar Days that the Partnership’s vessels were in its possession during a period, less the total number of scheduled off-hire days during the period associated with major repairs, or dry-dockings.
(4) The Partnership calculates fleet utilization by dividing the number of its Revenue earning days, which are the total number of Available Days of the Partnership’s vessels net of unscheduled off-hire days (which do not include positioning/ repositioning days for which compensation has been received) during a period by the number of Available Days. The shipping industry uses fleet utilization to measure a company’s efficiency in finding employment for its vessels and minimizing the amount of days that its vessels are off-hire for reasons such as unscheduled repairs but excluding scheduled off-hires for vessel upgrades, dry-dockings or special or intermediate surveys.
(5) Time charter equivalent rate (“TCE rate”), is a measure of the average daily revenue performance of a vessel. For time charters, this is calculated by dividing total voyage revenues, less any voyage expenses, by the number of Available Days during that period. Under a time charter, the charterer pays substantially all vessel voyage related expenses. However, the Partnership may incur voyage related expenses when positioning or repositioning vessels before or after the period of a time charter, during periods of commercial waiting time or while off-hire during dry-docking or due to other unforeseen circumstances. The TCE rate is not a measure of financial performance under U.S. GAAP (non-GAAP measure), and should not be considered as an alternative to voyage revenues, the most directly comparable GAAP measure, or any other measure of financial performance presented in accordance with U.S. GAAP. However, the TCE rate is a standard shipping industry performance measure used primarily to compare period-to-period changes in a company’s performance and to assist the Partnership’s management in making decisions regarding the deployment and use of the Partnership’s vessels and in evaluating their financial performance. The Partnership’s calculation of TCE rates may not be comparable to that reported by other companies. The following table reflects the calculation of the Partnership’s TCE rates for the three and nine months ended September 30, 2020 and 2019 (amounts in thousands of U.S. dollars, except for TCE rates, which are expressed in U.S. dollars, and Available Days):
   

    Three Months Ended

September 30,
  Nine Months Ended
September 30,
    2020     2019     2020     2019  
(In thousands of U.S. dollars, except for Available Days and TCE rate)                
Voyage revenues $ 34,346   $ 34,364   $ 102,730   $ 96,584  
Voyage Expenses *   (695 )   (803 )   (2,305 )   (1,934 )
Time Charter equivalent revenues $ 33,651   $ 33,561   $ 100,425   $ 94,650  
Available Days   552.0     552.0     1,644.0     1,638.0  
Time charter equivalent (TCE) rate $ 60,962   $ 60,799   $ 61,086   $ 57,784  

*Voyage expenses include commissions of 1.25% paid to Dynagas Ltd., the Partnership’s Manager, and third party ship brokers, when defined in the charter parties, bunkers, port expenses and other minor voyage expenses.

 (6) Daily vessel operating expenses, which include crew costs, provisions, deck and engine stores, lubricating oil, insurance, spares and repairs and flag taxes, are calculated by dividing vessel operating expenses by fleet Calendar Days for the relevant time period.
   

Reconciliation of U.S. GAAP Financial Information to Non-GAAP Financial Information

Reconciliation of Net Income to Adjusted EBITDA

    Three Months Ended
September 30,
  Nine Months Ended
September 30,
(In thousands of U.S.  dollars)   2020     2019       2020     2019  
Net income / (Loss) $ 10,015   $ (4,740 )   $ 23,409   $ (1,916 )
Net interest and finance costs (1)   6,026     20,851       21,126     45,898  
Depreciation   7,992     7,646       23,804     22,688  
Loss on derivative financial instrument   5           3,357      
Amortization of deferred revenue   129     (36 )     233     (430 )
Amortization of deferred charges   54     54       162     126  
Adjusted EBITDA $ 24,221   $ 23,775     $ 72,091   $ 66,366  


(1)

Includes interest and finance costs and interest income, if any.

The Partnership defines Adjusted EBITDA as earnings before interest and finance costs, net of interest income (if any), gains/losses on derivative financial instruments, taxes (when incurred), depreciation and amortization (when incurred), class survey costs and significant non-recurring items (if any). Adjusted EBITDA is used as a supplemental financial measure by management and external users of financial statements, such as investors, to assess the Partnership’s operating performance.

The Partnership believes that Adjusted EBITDA assists its management and investors by providing useful information that increases the ability to compare the Partnership’s operating performance from period to period and against that of other companies in its industry that provide Adjusted EBITDA information. This increased comparability is achieved by excluding the potentially disparate effects between periods or against companies of interest, other financial items, depreciation and amortization and taxes, which items are affected by various and possible changes in financing methods, capital structure and historical cost basis and which items may significantly affect net income between periods. The Partnership believes that including Adjusted EBITDA as a measure of operating performance benefits investors in (a) selecting between investing in the Partnership and other investment alternatives and (b) monitoring the Partnership’s ongoing financial and operational strength.

Adjusted EBITDA is not intended to and does not purport to represent cash flows for the period, nor is it presented as an alternative to operating income. Further, Adjusted EBITDA is not a measure of financial performance under U.S. GAAP and does not represent and should not be considered as an alternative to net income, operating income, cash flow from operating activities or any other measure of financial performance presented in accordance with U.S. GAAP. Adjusted EBITDA excludes some, but not all, items that affect net income and these measures may vary among other companies. Therefore, Adjusted EBITDA, as presented above, may not be comparable to similarly titled measures of other businesses because they may be defined differently by those other businesses. It should not be considered in isolation or as a substitute for a measure of performance prepared in accordance with GAAP. Any Non-GAAP measures should be viewed as supplemental to, and should not be considered as alternatives to, GAAP measures including, but not limited to net earnings (loss), operating profit (loss), cash flow from operating, investing and financing activities, or any other measure of financial performance or liquidity presented in accordance with GAAP.

Reconciliation of Net Income to Adjusted Net Income available to common unitholders and Adjusted Earnings per common unit

  Three Months Ended
September 30,
  Nine Months Ended
September 30,
(In thousands of U.S.  dollars except for units and per unit data)   2020       2019       2020       2019  
Net Income / (Loss) $ 10,015     $ (4,740 )   $ 23,409     $ (1,916 )
Non-cash expense from accelerated amortization of deferred loan fees         7,497             7,497  
Amortization of deferred revenue   129       (36 )     233       (430 )
Amortization of deferred charges   54       54       162       126  
Loss on derivative financial instrument   5             3,357        
Adjusted Net Income $ 10,203     $ 2,775     $ 27,161     $ 5,277  
Less: Adjusted Net Income attributable to preferred unitholders and general partner   (2,898 )     (2,891 )     (8,690 )     (8,668 )
Common unitholders’ interest in Adjusted Net Income/(Loss) $ 7,305     $ (116 )   $ 18,471     $ (3,391 )
Weighted average number of common units outstanding, basic and diluted:   35,593,477       35,490,000       35,524,744       35,490,000  
Adjusted Earnings/(Loss) per common unit, basic and diluted $ 0.21     $  —     $ 0.52     $ (0.10 )
                               

Adjusted Net Income represents net income before non-recurring expenses (if any), charter hire amortization related to time charters with escalating time charter rates, amortization of fair value of acquired time charters and changes in the fair value of derivative financial instruments. Adjusted Net Income available to common unitholders represents the common unitholders interest in Adjusted Net Income for each period presented. Adjusted Earnings per common unit represents Adjusted Net Income attributable to common unitholders divided by the weighted average common units outstanding during each period presented.

Adjusted Net Income, Adjusted Net Income per common unit and Adjusted Earnings per common unit, basic and diluted, are not recognized measures under U.S. GAAP and should not be regarded as substitutes for net income and earnings per unit, basic and diluted. The    Partnership’s definitions of Adjusted Net Income, Adjusted Net Income per common unit and Adjusted Earnings per common unit, basic and diluted, may not be the same at those reported by other companies in the shipping industry or other industries. The Partnership believes that the presentation of Adjusted Net Income and Adjusted Earnings per unit available to common unitholders are useful to investors because these measures facilitate the comparability and the evaluation of companies in the Partnership’s industry. In addition, the Partnership believes that Adjusted Net Income is useful in evaluating its operating performance compared to that of other companies in the Partnership’s industry because the calculation of Adjusted Net Income generally eliminates the accounting effects of items which may vary for different companies for reasons unrelated to overall operating performance. The Partnership’s presentation of Adjusted Net Income available to common unitholders and Adjusted Earnings per common unit does not imply, and should not be construed as an inference, that its future results will be unaffected by unusual or non-recurring items and should not be considered in isolation or as a substitute for a measure of performance prepared in accordance with GAAP.

Motus GI Reports Third Quarter 2020 Financial Results and Provides Corporate Update

  • Revenue growth reflects rebound of inpatient colonoscopy volumes in Q3 and increased demand for the Pure-Vu system from early adopter hospitals
  • Q3 Pure-Vu-enabled procedures increased by more than 50% above prior quarterly average
  • First major metropolitan health system collaboration intends to utilize Pure-Vu as new standard for facilitating inpatient colonoscopy.

FORT LAUDERDALE, Fla., Nov. 12, 2020 (GLOBE NEWSWIRE) — Motus GI Holdings, Inc., (NASDAQ: MOTS) (“Motus GI” or the “Company”), a medical technology company providing endoscopy solutions that improve clinical outcomes and enhance the cost-efficiency associated with the diagnosis and management of gastrointestinal conditions, today reported its financial results for the third quarter ended September 30, 2020, and provided a corporate update.

“In Q3 there was a positive turn in our commercial momentum following the headwinds we faced during the Covid-19 pandemic. I am pleased that we continue to execute our strategy of getting our Pure-Vu system into the hands of nearly two dozen of the most prominent healthcare institutions in the United States. During Q3, we saw these hospitals have ramped up inpatient colonoscopy volumes to approximately 80-90% of pre-pandemic levels. The Motus GI team has remained actively engaged with our early adopter accounts and we are resuming the trajectory we started in Q1, prior to the Covid-19 pandemic. We are seeing positive trends in utilization. Moving forward, we believe we can start to achieve sustainable procedure volumes at target accounts, and we expect to see a continuation of our progress and momentum into the fourth quarter,” stated Tim Moran, Chief Executive Officer of Motus GI.

Progress Updates

Since the first commercial placement of a Pure-Vu® System in October 2019, Motus GI has focused its U.S. sales efforts on early adopter hospitals and larger hospital networks. During this time, Motus GI has placed the Pure-Vu® System in more than 20 of these targeted hospitals. In Q3, the Company initiated new Pure-Vu evaluations at NYU Langone, Ascension – St. John Hospital, and Indiana University, while also resuming activities at several existing sites, including Northwestern Memorial Hospital, who put their new product evaluations on hold while managing the Covid-19 pandemic.

As part of the strategy to drive sustainable and growing Pure-Vu single-use sleeve volumes, the Company will collaborate with major hospitals to develop and implement protocols for inpatient colonoscopies that include the Pure-Vu® System. Last week, the Company announced its first major collaboration with NYU Langone Health on its protocol to include the Pure-Vu System for the effective management of inpatient colonoscopy. The Company believes these protocols can improve patient care and hospital economics. In addition, the Company believes these protocols will likely drive expanded adoption of the Pure-Vu® System among these hospitals over time.

The Company has successfully published several clinical hospital case studies in conjunction with Key Opinion Leaders (KOL) from hospitals currently using the Pure-Vu® System for marketing and training purposes. Motus GI has developed a series of podcasts and KOL webinars to provide broad access to these examples of the impact the Pure-Vu® System can provide as it relates to positive clinical and economic outcomes for treating patients with poorly prepped colons. The podcast series is available at the MotusGI YouTube channel under Pure-Vu Review (Click Here).

In the third quarter of 2020, the Company received notice that the China National Intellectual Property Administration (“CNIPA”) issued a patent covering the method of mounting Motus GI’s proprietary sensing technology and enhanced suction systems with the distal end of a colonoscope. This patent further protects the Company’s flagship product – the Pure-Vu® System – in this key potential market. The Company has now more than 29 granted patents and 27 pending patents protecting the Pure-Vu® System.

Financial Results for the Quarter Ended September 30, 2020

The Company reported revenue of approximately $33,000 for the third quarter of 2020, compared to approximately $3,000 for the same period last year. Revenue for the third quarter is from new account and site reorder sales of Pure-Vu single-use sleeves.

For the three months ended September 30, 2020, the Company reported a net loss of approximately $3.9 million, or a net loss per diluted share of $0.13, compared to $5.2 million, or a net loss per diluted share of $0.18, for the same period last year. During the third quarter, net cash used in operating activities and for the purchase of fixed assets was $2.7 million as compared to $4.8 million for the same period of 2019.  These decreases were primarily attributable to the Company’s cost-cutting measures that were announced on March 30, 2020. These measures reduced the Company’s quarterly cash burn by approximately 50% compared to previously forecasted rates for the second half of 2020.

The Company reported approximately $23.7 million in cash, cash equivalents and investments as of September 30, 2020, compared to $28.7 million as of December 31, 2019. In September 2020, the Company sold common stock and other equity securities which raised net proceeds of approximately $9.2 million.

Conference Call:

The Motus GI management team has scheduled a conference call for today, November 12th, at 4:30 p.m. ET to discuss these results. To access the conference call, investors are invited to dial (877) 407-0792 (U.S. and Canada) or (201) 689-8263 (International). The conference ID number is 13711588. A live audio webcast can be accessed by visiting the investor relations section of the Company’s website, www.motusgi.com or http://public.viavid.com/index.php?id=141815. A replay of the webcast will be archived on the Motus GI website for 90 days following the event.

About Motus GI

Motus GI Holdings, Inc. is a medical technology company, with subsidiaries in the U.S. and Israel, providing endoscopy solutions that improve clinical outcomes and enhance the cost-efficiency associated with the diagnosis and management of gastrointestinal conditions.

For more information, visit www.motusgi.com and connect with the Company on Twitter, LinkedIn and Facebook.

Forward-Looking Statements

This press release contains certain forward-looking statements. Forward-looking statements are based on the Company’s current expectations and assumptions. The Private Securities Litigation Reform Act of 1995 provides a safe harbor for forward-looking statements. These statements may be identified by the use of forward-looking expressions, including, but not limited to, “expect,” “anticipate,” “intend,” “plan,” “believe,” “estimate,” “potential,” “predict,” “project,” “should,” “would” and similar expressions and the negatives of those terms, including without limitation, risks related to the Company’s cost reduction plan, the cost savings and the cash expenses related to the implementation of the plan, risks related to the continued impact of the COVID-19 pandemic, risks inherent in the development and commercialization of potential products, uncertainty in the timing and results of clinical trials or regulatory approvals, maintenance of intellectual property rights or other risks discussed in the Company’s Form 10-K filed on March 30, 2020, and its other filings with the Securities and Exchange Commission. Prospective investors are cautioned not to place undue reliance on such forward-looking statements, which speak only as of the date hereof. The Company undertakes no obligation to publicly update any forward-looking statement, whether as a result of new information, future events or otherwise.


Investor Contact:


Bob Yedid
LifeSci Advisors
(646) 597-6989
[email protected] 

 
Motus GI Holdings, Inc. and Subsidiaries

Condensed Consolidated Balance Sheets

(in thousands, except share and per share amounts)
 
    September 30,     December 31,  
    2020     2019  
    (unaudited)     (*)  
             
ASSETS            
             

Current assets
           
Cash and cash equivalents   $ 23,687     $ 20,528  
Investments           8,203  
Accounts receivable     39       65  
Inventory     1,295       1,014  
Prepaid expenses and other current assets     889       339  
Related party receivable     2       18  
Total current assets     25,912       30,167  
                 
Fixed assets, net     994       1,056  
Right-of-use assets     816       1,021  
Other non-current assets     13       13  
    Total assets   $ 27,735     $ 32,257  
                 
LIABILITIES AND SHAREHOLDERS’ EQUITY                
                 

Current liabilities
               
Accounts payable and accrued expenses   $ 1,889     $ 2,999  
Operating lease liabilities – current     236       321  
Other current liabilities     413       270  
Term debt, net of debt discount of $23 and $246, respectively     7,977       7,754  
Total current liabilities     10,515       11,344  
                 
Contingent royalty obligation     1,624       1,872  
Operating lease liabilities – non-current     597       713  
Total liabilities     12,736       13,929  
Commitments and contingent liabilities (Note 9)                

Shareholders’ equity
               
Preferred Stock $0.0001 par value; 8,000,000 shares authorized; zero shares issued                
 and outstanding            
Preferred Series A Stock $0.0001 par value; 2,000,000 shares authorized; zero                 
shares issued and outstanding            
Common Stock $0.0001 par value; 115,000,000 shares authorized; 32,182,589 and                
28,811,087 shares issued and outstanding as of September 30, 2020 and
December 31, 2019, respectively
    3       3  
Additional paid-in capital     114,319       102,789  
Accumulated deficit     (99,323 )     (84,464 )
Total shareholders’ equity     14,999       18,328  
Total liabilities and shareholders’ equity   $ 27,735     $ 32,257  
                 
 
 (*)    Derived from audited consolidated financial statements

Motus GI Holdings, Inc. and Subsidiaries 
Condensed Consolidated Statements of Comprehensive Loss
(unaudited, in thousands, except share and per share amounts)
 
   
    Three Months Ended

September 30,
    Nine Months Ended

September 30,
 
    2020     2019     2020     2019  
                         
Revenue   $ 33     $ 3     $ 62     $ 8  
Cost of revenue     32       62       72       65  
Gross profit (loss)     1       (59 )     (10 )     (57 )
                                 
Operating expenses:                                
Research and development     1,160       2,173       4,359       6,706  
Sales and marketing     509       1,160       2,954       3,473  
General and administrative     2,155       2,028       7,432       7,189  
  Total operating expenses     3,824       5,361       14,745       17,368  
                                 
Operating loss     (3,823 )     (5,420 )     (14,755 )     (17,425 )
                                 
Gain on change in estimated fair value of contingent royalty obligation     3       127       248       68  
Finance income (expense), net     (117 )     95       (348 )     214  
Foreign currency gain (loss)     (1 )     3       (4 )     (6 )
                                 
Loss before income taxes     (3,938 )     (5,195 )     (14,859 )     (17,149 )
                                 
Income tax expense                        
                                 
Net loss   $ (3,938 )   $ (5,195 )   $ (14,859 )   $ (17,149 )
Basic and diluted loss per common share   $ (0.13 )   $ (0.18 )   $ (0.51 )   $ (0.72 )
Weighted average number of common shares outstanding, basic and diluted     30,422,265       28,716,213       29,366,154       23,896,843  

Brinks Home Security Reports Third Quarter 2020 Results

DALLAS-FORT WORTH, Texas, Nov. 12, 2020 (GLOBE NEWSWIRE) — Monitronics International, Inc. and its subsidiaries (doing business as Brinks Home Security TM), (“Brinks Home Security” or the “Company”) (OTC: SCTY) today announced results for the three months ended September 30, 2020.


Third Quarter Key Highlights1
:

  • Net revenue of $130.9 million, up 8.3% year-over- year
  • Net loss of $19.2 million, as compared to net income of $673.6 million in the prior year period, which included a one-time $702.8 million gain from restructuring
  • Adjusted EBITDA of $68.5 million, up 9.6% year-over-year
  • Successful integration of over 110,000 Protect America bulk buy accounts acquired in mid-June 2020
  • William Niles named permanent CEO on September 30, 2020

William Niles, Chief Executive Officer of Brinks Home Security, commented, “In the third quarter, we accelerated the execution of our go-forward strategic plan, with the objective of generating profitable accounts, at scale, and retaining for life. Our strategic vision is based on delivering a superior customer experience built around the Brinks Home brand and featuring a suite of premium smart home security products in both the ‘Do It For Me’ and ‘DIY’ categories.  We intend to enhance the customer experience at every touchpoint of the customer journey and improve unit economics by building a strong foundation in data analytics that, we believe, will reduce our subscriber acquisition cost, lower cost to serve and improve retention.”

“To enable this transformation, we have made several key hires across our organization to ensure we have the right leadership to drive a culture of customer centricity and execution. We also continue to take smart actions to manage our cost structure and strengthen our balance sheet. We believe we have a compelling strategic plan that will accelerate profitable growth, generate cash, and improve margins and long-term shareholder value.”


Customer & Attrition Data

The Company has two principal sales channels including its direct-to-consumer sales channel (the “Direct to Consumer Channel” or “DTC”), which offers both Do-It-Yourself and professional installation security solutions and through its exclusive authorized dealer network (the “Dealer Channel”), which provides product and installation services, as well as support to customers.  In addition, from time to time, the Company acquires accounts through negotiated bulk account acquisitions.

Accounts Added

The Company added 17,111 customers in the third quarter of 2020, as compared to 21,228 accounts for the same period in the prior year. Both the Company’s Dealer and the DTC Channels experienced year-over-year declines in customers added. The decline in the Dealer Channel was primarily due to the Company’s election to cease purchasing accounts from two dealers in the fourth quarter of 2019 and restrictions on door-to-door selling and other impacts related to the outbreak of COVID-19. The decline in the DTC Channel production was primarily due to the Company’s election to leverage more profitable organic leads. There were no bulk account acquisitions during the third quarter of 2020 or 2019.

_____________________________
1 Year-over-year comparisons based on the pro forma net revenue, net loss and adjusted EBITDA for September 30, 2019. Such pro forma adjustments to give effect to the combined successor and predecessor periods. Please see the appendix to this press release for more information.

Attrition

    Twelve Months Ended September 30,
    2020   2019
Beginning balance of accounts not subject to Earnout Payments   865,848     942,157  
Accounts acquired   75,627     84,899  
Accounts cancelled   (128,736 )   (156,047 )
Cancelled accounts guaranteed by dealer and other adjustments (a)   (5,276 )   (5,161 )
Ending balance of accounts not subject to Earnout Payments   807,463     865,848  
Accounts subject to Earnout Payments   107,929      
Ending balance of accounts   915,392     865,848  
Attrition rate – Core Unit (c)   15.4 %   17.3 %
Attrition rate – Core RMR (b) (c)   17.7 %   17.6 %

(a)   Includes cancelled accounts that are contractually guaranteed to be refunded from holdback.
(b)   The RMR of cancelled accounts follows the same definition as subscriber unit attrition as noted above. RMR attrition is defined as the RMR of cancelled accounts in a given period, adjusted for the impact of price increases or decreases in that period, divided by the weighted average of RMR for that period.
(c)   Core Unit and RMR attrition rates exclude the impact of the Protect America bulk buy, where the Company is funding the purchase price through an earnout payment structure (the “Earnout Payments”).
     

Core Unit attrition, which excludes accounts subject to earnout payments, was down for the twelve months ended September 30, 2020 as compared to the prior twelve-month period.  The decrease in the Core Unit attrition rate includes the impact of fewer customers, as a percentage of the entire base, reaching the end of their initial contract term, continued efforts around “at-risk” extensions and customer retention and the benefit of improved credit quality in the DTC Channel.

Core RMR attrition increased year-over-year due to a combination of lower RMR for accounts generated in the Company’s DTC Channel, as a minimal equipment subsidy is offered, lower production in the Dealer Channel, which typically enjoys higher RMR, and rate reductions relating to the Company’s at-risk retention program. Further, in light of COVID-19, starting in March 2020, the Company made the decision to defer taking ordinary course rate adjustments to its base, which has continued through September 30, 2020. The Company will evaluate its rate strategy going forward as circumstances warrant.


Presentation of Predecessor and Successor Financial Results

Apart from interest and amortization expense, Brinks Home Security’s operating results and key operating performance measures on a consolidated basis were not materially impacted by the reorganization of the Company in August 2019 and its application of fresh start accounting. The Company believes that certain of our consolidated operating results for the three months ended September 30, 2020 is comparable to certain operating results from the comparable prior year period.  Accordingly, the Company believes that discussing the combined non-GAAP results of operations and cash flows of the Predecessor Company and the Successor Company for the three-month period ended September 30, 2019 is useful when analyzing certain performance measures.


Three Months Ended September 30, 2020 Financial Summary2

  Successor Company           Successor Company     Predecessor Company
  Three Months Ended September 30,     Non-GAAP Combined Three Months Ended September 30,     Period from September 1, 2019 through September 30,     Period from July 1, 2019 through August 31,
  2020     2019     2019     2019
Net revenue $ 130,852       $ 120,878       $ 36,289       $ 84,589  
Cost of services 31,383       28,962       8,976       19,986  
Selling, general and administrative, including stock-based and long-term incentive compensation 31,572       32,370       11,390       20,980  
Amortization of subscriber accounts, deferred contract acquisition costs and other intangible assets 57,240       49,810       17,302       32,508  
Interest expense 20,033       34,586       7,474       27,112  
Income tax expense 717       642       204       438  
Net (loss) income (19,164 )     673,578       (10,807 )     684,385  
Adjusted EBITDA 68,512       62,502       17,144       45,358  
                             

The Company reported net revenues of $130.9 million, an increase of 8.3% as compared to the prior year period.  This improvement in net revenues includes an increase in alarm monitoring revenue of $7.0 million resulting from a higher number of average subscribers relating to the Protect America bulk acquisition and a previously disclosed $5.3 million fresh start adjustment to reduce revenue in the prior year period in connection with the Company’s emergence from bankruptcy.  Also included in the year-over-year increase in net revenues is a $3.3 million increase in product, installation and service revenue largely attributable to the Company’s continued efforts around at-risk extensions. 

RMR acquired during the quarter was $841,000, as compared to $1.0 million in the prior year period.

Cost of Services was $31.4 million, an increase of 8.4% year-over-year.  The increase is attributable to the cost to serve the incremental Protect America customers. The increase was partially offset by a decline in subscriber acquisition costs in the Company’s DTC Channel.

Selling, General and Administrative costs were $31.6 million, a decline of 2.5% year-over-year.  The decrease is primarily due to reduced subscriber acquisition costs and consulting fees on integration and implementation of company initiatives. These declines were partially offset by higher salary expense and professional fees related to the post emergence operating structure of the Company.

Net loss totaled $19.2 million as compared to a net income of $673.6 million in the prior year period.  The year-over-year change is primarily attributable to prior year gains on restructuring and reorganization and current year increases in 2G and 3G radio conversion costs and amortization expense.  These decreases were partially offset by higher revenues and lower interest expense. 

Adjusted EBITDA was $68.5 million, an increase of 9.6% year-over-year.

___________________________________
2All variances are year-over-year unless otherwise noted.


Liquidity

As of September 30, 2020, excluding a minimum liquidity requirement of $25 million under the terms of the Company’s credit agreements, the Company had total short-term liquidity of $133.7 million to fund working capital and continuing operations.  This includes $12.8 million of cash and cash equivalents and $120.9 million of remaining borrowing capacity under the $145.0 million Revolving Credit Facility.

The Company’s existing long-term debt at September 30, 2020 includes an aggregate principal balance of $987.8 million under its Takeback Loan Facility, Term Loan Facility and the Revolving Credit Facility.

Quarterly Report on Form 10-Q

Brinks Home Security’s financial statements and related footnotes will be available in its Quarterly Report on Form 10-Q for the quarter ended September 30, 2020, which is expected to be filed with the U.S. Securities and Exchange Commission (“SEC”) on November 13, 2020.

Conference Call

Brinks Home Security will host a conference call on Thursday, November 12, 2020 at 5:00 pm ET.  Registration for the conference call can be completed by visiting the following website prior to, or on the day of, the conference call: http://www.directeventreg.com/registration/event/7166334. Upon registering, each participant will be provided with call details and a registrant ID. Reminders will also be sent to registered participants via email. Alternatively, the conference call will be available via a live webcast. To access the live webcast or a replay, visit the Company’s investor relations website at https://ir.brinkshome.com/.

A replay of the call can also be accessed via phone through November 19, 2020 by dialing (800) 585-8367 from the U.S., or (416) 621-4642 from outside the U.S. The conference I.D. number is 7166334.

About Brinks Home Security

Brinks Home Security (OTC: SCTY) is one of the largest home security and alarm monitoring companies in North America.  Headquartered in the Dallas-Fort Worth area, Brinks Home Security secures over 900,000 residential and commercial customers through highly responsive, simple security solutions backed by expertly trained professionals. The Company has one of the nation’s largest networks of independent authorized dealers and agents – providing products and support to customers in the U.S., Canada, and Puerto Rico – as well as direct-to-consumer sales of DIY and professionally installed products.

Forward Looking Statements

This press release includes certain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including statements about business strategies, market potential and expansion, the success of new products and services, the launch of Brinks Home Security’s consumer financing solution; the anticipated benefits of the Brinks Home Security’s rebranding; customer retention; account creation and related cost; anticipated account generation; future financial performance; debt refinancing; recovery of insurance proceeds and other matters that are not historical facts. These forward-looking statements involve many risks and uncertainties that could cause actual results to differ materially from those expressed or implied by such statements, including, without limitation, possible changes in market acceptance of our services, technological innovations in the alarm monitoring industry, competitive issues, continued access to capital on terms acceptable to us, our ability to capitalize on acquisition opportunities, general market and economic conditions, including global economic concerns due to the COVID-19 outbreak, and changes in law and government regulations. These forward-looking statements speak only as of the date of this press release, and we expressly disclaim any obligation or undertaking to disseminate any updates or revisions to any forward-looking statement contained herein to reflect any change in our expectations with regard thereto or any change in events, conditions or circumstances on which any such statement is based. Please refer to the publicly filed documents of Monitronics International, Inc., including the most recent Forms 10-K and 10-Q for additional information about us and about the risks and uncertainties related to our business which may affect the statements made in this press release.

1) Adjusted EBITDA and the Non-GAAP Combined Three Months Ended September 30, 2019 financials are non-GAAP financial measures. See the Appendix of this press release for related disclosures and calculations.

Contact:

Erica Bartsch
Sloane & Company
212-446-1875
[email protected]

 
MONITRONICS INTERNATIONAL, INC. AND SUBSIDIARIES

Condensed Consolidated Balance Sheets

Amounts in thousands, except share amounts
   
  Successor Company
  September 30,

2020
  December 31,

2019

Assets
     
Current assets:      
Cash and cash equivalents $ 12,759     $ 14,763  
Restricted cash 133     238  
Trade receivables, net of allowance for doubtful accounts of $2,759 in 2020 and $3,828 in 2019 10,854     12,083  
Inventories, net 6,878     5,242  
Prepaid and other current assets 20,387     19,953  
Total current assets 51,011     52,279  
Property and equipment, net of accumulated depreciation of $13,796 in 2020 and $3,777 in 2019 41,516     42,096  
Subscriber accounts and deferred contract acquisition costs, net of accumulated amortization of $208,387 in 2020 and $61,771 in 2019 1,089,198     1,064,311  
Dealer network and other intangible assets, net of accumulated amortization of $25,748 in 2020 and $7,922 in 2019 118,952     136,778  
Goodwill     81,943  
Deferred income tax asset, net 684     684  
Operating lease right-of-use asset 18,345     19,277  
Other assets 18,651     21,944  
Total assets $ 1,338,357     $ 1,419,312  

Liabilities and Stockholders’ Equity
     
Current liabilities:      
Accounts payable $ 13,369     $ 16,869  
Other accrued liabilities 45,806     24,954  
Deferred revenue 11,065     12,008  
Holdback liability 8,583     8,191  
Current portion of long-term debt 8,225     8,225  
Total current liabilities 87,048     70,247  
Non-current liabilities:      
Long-term debt 979,550     978,219  
Long-term holdback liability 1,761     2,183  
Operating lease liabilities 15,648     16,195  
Other liabilities 66,989     6,390  
Total liabilities 1,150,996     1,073,234  
Commitments and contingencies      
Stockholders’ equity:      
Preferred stock, $0.01 par value.  Authorized 5,000,000 shares; no shares issued      
Common stock, $0.01 par value.  Authorized 45,000,000 shares; issued and outstanding 22,500,000 shares at both September 30, 2020 and December 31, 2019 225     225  
Additional paid-in capital 379,175     379,175  
Accumulated deficit (189,779 )   (33,331 )
Accumulated other comprehensive (loss) income, net (2,260 )   9  
Total stockholders’ equity 187,361     346,078  
Total liabilities and stockholders’ equity $ 1,338,357     $ 1,419,312  
               

 
MONITRONICS INTERNATIONAL, INC. AND SUBSIDIARIES

Condensed Consolidated Statements of Operations and Comprehensive Income (Loss)

Amounts in thousands, except shares and per share amounts
         
  Successor Company     Predecessor Company
  Three Months Ended September 30,   Period from September 1, 2019 through September 30,     Period from July 1, 2019 through August 31,
  2020   2019     2019
Net revenue $ 130,852     $ 36,289       $ 84,589  
Operating expenses:            
Cost of services 31,383     8,976       19,986  
Selling, general and administrative, including stock-based and long-term incentive compensation 31,572     11,390       20,980  
Radio conversion costs 5,612     825       931  
Amortization of subscriber accounts, deferred contract acquisition costs and other intangible assets 57,240     17,302       32,508  
Depreciation 3,459     925       1,073  
  129,266     39,418       75,478  
Operating income (loss) 1,586     (3,129 )     9,111  
Other (income) expense:            
Gain on restructuring and reorganization, net           (702,824 )
Interest expense 20,033     7,474       27,112  
  20,033     7,474       (675,712 )
(Loss) income before income taxes (18,447 )   (10,603 )     684,823  
Income tax expense 717       204       438  
Net (loss) income (19,164 )   (10,807 )     684,385  
Other comprehensive loss:            
Unrealized loss on derivative contracts, net (475 )          
Total other comprehensive loss, net of tax (475 )          
Comprehensive (loss) income $ (19,639 )   $ (10,807 )     $ 684,385  
             
Basic and diluted income per share:            
Net loss $ (0.85 )   $ (0.48 )     $  
             
Weighted average Common shares – basic and diluted 22,500,000     22,500,000        
Total issued and outstanding Common shares at period end 22,500,000     22,500,000        
                   

 
MONITRONICS INTERNATIONAL, INC. AND SUBSIDIARIES

Condensed Consolidated Statements of Operations and Comprehensive Income (Loss)

Amounts in thousands, except shares and per share amounts
         
  Successor Company     Predecessor Company
  Nine Months Ended September 30,   Period from September 1, 2019 through September 30,     Period from January 1, 2019 through August 31,
  2020   2019     2019
Net revenue $ 374,235     $ 36,289       $ 342,286  
Operating expenses:            
Cost of services 87,017     8,976       75,286  
Selling, general and administrative, including stock-based and long-term incentive compensation 108,566     11,390       80,365  
Radio conversion costs 14,103     825       931  
Amortization of subscriber accounts, deferred contract acquisition costs and other intangible assets 164,889     17,302       130,791  
Depreciation 10,019     925       7,348  
Goodwill impairment 81,943            
  466,537     39,418       294,721  
Operating (loss) income (92,302 )   (3,129 )     47,565  
Other (income) expense:            
Gain on restructuring and reorganization, net           (669,722 )
Interest expense 60,582     7,474       105,081  
Realized and unrealized loss, net on derivative financial instruments           6,804  
Refinancing expense           5,214  
  60,582     7,474       (552,623 )
(Loss) income before income taxes (152,884 )   (10,603 )     600,188  
Income tax expense 1,937       204       1,775  
Net (loss) income (154,821 )   (10,807 )     598,413  
Other comprehensive loss:            
Unrealized loss on derivative contracts, net (2,269 )         (940 )
Total other comprehensive loss, net of tax (2,269 )         (940 )
Comprehensive (loss) income $ (157,090 )   $ (10,807 )     $ 597,473  
             
Basic and diluted income per share:            
Net loss $ (6.88 )   $ (0.48 )     $  
             
Weighted average Common shares – basic and diluted 22,500,000     22,500,000        
Total issued and outstanding Common shares at period end 22,500,000     22,500,000        
                   

Adjusted EBITDA

We evaluate the performance of our operations based on financial measures such as revenue and “Adjusted EBITDA.” Adjusted EBITDA is a non-GAAP financial measure and is defined as net income (loss) before interest expense, interest income, income taxes, depreciation, amortization (including the amortization of subscriber accounts, dealer network and other intangible assets), restructuring charges, stock-based compensation, and other non-cash or non-recurring charges. We believe that Adjusted EBITDA is an important indicator of the operational strength and performance of our business. In addition, this measure is used by management to evaluate operating results and perform analytical comparisons and identify strategies to improve performance. Adjusted EBITDA is also a measure that is customarily used by financial analysts to evaluate the financial performance of companies in the security alarm monitoring industry and is one of the financial measures, subject to certain adjustments, by which our covenants are calculated under the agreements governing our debt obligations. Adjusted EBITDA does not represent cash flow from operations as defined by generally accepted accounting principles in the United States (“GAAP”), should not be construed as an alternative to net income or loss and is indicative neither of our results of operations nor of cash flows available to fund all of our cash needs. It is, however, a measurement that we believe is useful to investors in analyzing our operating performance. Accordingly, Adjusted EBITDA should be considered in addition to, but not as a substitute for, net income, cash flow provided by operating activities and other measures of financial performance prepared in accordance with GAAP. As companies often define non-GAAP financial measures differently, Adjusted EBITDA as calculated by Monitronics should not be compared to any similarly titled measures reported by other companies.

The following table provides a reconciliation of Net (loss) income to total Adjusted EBITDA for the periods indicated (amounts in thousands):

  Successor Company           Successor Company     Predecessor Company
  Three Months Ended September 30,     Non-GAAP Combined Three Months Ended September 30,     Period from September 1, 2019 through September 30,     Period from July 1, 2019 through August 31,
  2020     2019     2019     2019
Net (loss) income $ (19,164 )     $ 673,578       $ (10,807 )     $ 684,385  
Amortization of subscriber accounts, deferred contract acquisition costs and other intangible assets 57,240       49,810       17,302       32,508  
Depreciation 3,459       1,998       925       1,073  
Radio conversion costs 5,612       1,756       825       931  
Stock-based compensation       266             266  
Long-term incentive compensation 2       107       67       40  
Severance expense (a) 47                    
Integration / implementation of company initiatives 566       2,583       1,154       1,429  
Gain on restructuring and reorganization, net       (702,824 )           (702,824 )
Interest expense 20,033       34,586       7,474       27,112  
Income tax expense 717       642       204       438  
Adjusted EBITDA $ 68,512       $ 62,502       $ 17,144       $ 45,358  
                     

Expensed Subscriber acquisition costs, net
                   
Gross subscriber acquisition costs (b) $ 3,102       $ 8,041       $ 2,499       $ 5,542  
Revenue associated with subscriber acquisition costs (1,527 )     (1,925 )     (534 )     (1,391 )
Expensed Subscriber acquisition costs, net $ 1,575       $ 6,116       $ 1,965       $ 4,151  

_____________________

(a)   Severance expense related to transitioning executive leadership in 2020.
(b)   Gross subscriber acquisition costs for the three months ended September 30, 2019 has been restated from $9,710,000 to $8,041,000 due to allocation adjustments made to align with current period presentation of expensed subscriber acquisition costs.
     

The following table provides a reconciliation of Net (loss) income to total Adjusted EBITDA for the periods indicated (amounts in thousands):

  Successor Company           Successor Company     Predecessor Company
  Nine Months Ended September 30,     Non-GAAP Combined Nine Months Ended September 30,     Period from September 1, 2019 through September 30,     Period from January 1, 2019 through August 31,
  2020     2019     2019     2019
Net (loss) income $ (154,821 )     $ 587,606       $ (10,807 )     $ 598,413  
Amortization of subscriber accounts, deferred contract acquisition costs and other intangible assets 164,889       148,093       17,302       130,791  
Depreciation 10,019       8,273       925       7,348  
Radio conversion costs 14,103       1,756       825       931  
Stock-based compensation       42             42  
Long-term incentive compensation 403       657       67       590  
LiveWatch acquisition contingent bonus charges       63             63  
Legal settlement reserve (related insurance recovery) (700 )     (4,800 )           (4,800 )
Severance expense (a) 4,289                    
Integration / implementation of company initiatives 8,710       5,997       1,154       4,843  
Goodwill impairment 81,943                    
Gain on restructuring and reorganization, net       (669,722 )           (669,722 )
Interest expense 60,582       112,555       7,474       105,081  
Realized and unrealized loss, net on derivative financial instruments       6,804             6,804  
Refinancing expense       5,214             5,214  
Income tax expense 1,937       1,979       204       1,775  
Adjusted EBITDA $ 191,354       $ 204,517       $ 17,144       $ 187,373  
                     

Expensed Subscriber acquisition costs, net
                   
Gross subscriber acquisition costs (b) $ 14,693       $ 22,818       $ 2,499       $ 20,319  
Revenue associated with subscriber acquisition costs (4,831 )     (6,021 )     (534 )     (5,487 )
Expensed Subscriber acquisition costs, net $ 9,862       $ 16,797       $ 1,965       $ 14,832  

_____________________

(a)   Severance expense related to transitioning executive leadership in 2020.
(b)   Gross subscriber acquisition costs for the nine months ended September 30, 2019 has been restated from $27,902,000 to $22,818,000 due to allocation adjustments made to align with current period presentation of expensed subscriber acquisition costs.
     

Yield10 Bioscience Announces Third Quarter 2020 Financial Results

WOBURN, Mass., Nov. 12, 2020 (GLOBE NEWSWIRE) — Yield10 Bioscience, Inc. (Nasdaq:YTEN), an agricultural bioscience company, today reported financial results for the three and nine months ended September 30, 2020.

“We are very pleased with our strong progress across multiple fronts in the third quarter and beyond,” said Oliver Peoples, Ph.D., President and Chief Executive Officer of Yield10 Bioscience. “We completed harvesting for our 2020 field test program to evaluate novel yield and compositional traits in Camelina and canola conducted in the United States and Canada, and look forward to reporting data in the fourth quarter of 2020 through early 2021.  We plan to evaluate seed yield, oil content, PHA content and other metrics of the traits which will also inform our priorities for trait evaluation in 2021.”

“We are very pleased to have recently announced our collaboration with Rothamsted Research for the advancement of technology that enables the land-based, sustainable production of omega-3 (DHA + EPA) oils for use in aquaculture. There is a significant market opportunity for the development of plant-based feeding solutions for the production of fish, particularly salmon, for human consumption. The technology has demonstrated the DHA + EPA omega-3 trait in Camelina and is highly complementary to our own Camelina Platform. The key objective is to support Rothamsted’s continued research as they further optimize the DHA + EPA omega-3 trait as a drop-in replacement for southern hemisphere fish oil and conduct field tests and feeding studies.  Yield10 will develop a strategic business plan with an initial focus on South America.”

“In addition to executing our field test program and advancing our Camelina business plan, we also shored up our balance sheet in the third quarter with the closing of a public offering and concurrent private placement of common stock that raised $5.7 million in gross proceeds to Yield10. As we approach year end 2020, we remain focused on generating proof points for our traits in development and on advancing business discussions around our Camelina business plan,” Dr. Peoples concluded.

Recent Accomplishments Towards Achieving 2020 Milestones

Advance the Camelina Business Plan.  Yield10 recently signed exclusive research collaboration and commercial option agreements with Rothamsted Research to evaluate advanced technology for producing omega-3 nutritional oils in Camelina. The Rothamsted technology could enable the sustainable, plant-based production of DHA+EPA omega-3 nutritional oil that closely mimics the composition of southern hemisphere fish oil, an important ingredient in aquaculture feed for salmon and other species.

In the third quarter, Yield10 began field tests of internally developed double haploid varieties of winter Camelina as part of a program to develop Camelina as a commercial crop. Yield10 also harvested 50 acres of wild-type spring Camelina to begin building relationships with growers, developing agronomic guidelines for successfully growing Camelina, and producing Camelina oil and meal for sampling to potential customers.

Generate Proof Points for Novel Traits in Camelina and Canola. Yield10 completed the harvest of the Company’s 2020 Field Tests to evaluate a series of traits in Camelina and canola. Key studies include the evaluation of C3004 in Camelina as well as tests of traits to boost seed yield and/or oil content in Camelina and canola. These studies, for the first time, include field testing of a novel trait to produce PHA in the seed of Camelina. The purpose of this activity is to determine the suitability of these first generation PHA Camelina lines for scale-up and PHA product prototyping in 2021. Yield10 expects that data from the studies will begin to become available in the fourth quarter of 2020 and into early 2021.

Advance the Corn Development Program. Continued to execute field work to create hybrid corn lines for field testing including the start of a second growth cycle in the third quarter for corn lines deployed with Yield10 traits. Yield10 plans to seek a research license partner for corn.

Manage its Financial Profile and Strengthen the Balance Sheet. Yield10’s financial results for the nine-month period ended September 30, 2020 are on track with internal estimates. Yield10 strengthened its balance sheet in the third quarter of 2020 based on raising approximately $5.7 million in gross proceeds from the issuance of common stock in offerings completed on August 26, 2020.

COVID-19 Impact on Operations. The Company has implemented business continuity plans to address the COVID-19 pandemic and minimize disruptions to ongoing operations. To date, despite the pandemic, we have been able to move forward with the operational steps required to execute our 2020 field trials in Canada and the United States. It is possible, however, that any potential future closures of our research facilities, should they continue for an extended time period, could adversely impact our anticipated time frames for evaluating and/or reporting data from our field trials and other work we have planned to accomplish during 2020 and beyond.

THIRD QUARTER 2020 FINANCIAL OVERVIEW

Cash Position

Yield10 Bioscience is managed with an emphasis on cash flow and deploys its financial resources in a disciplined manner to achieve its key strategic objectives.

Net cash used by operating activities during the third quarter of 2020 was $2.1 million compared to $1.4 million used in the third quarter of 2019. Yield10 ended the third quarter of 2020 with $11.8 million in unrestricted cash, cash equivalents and short-term investments. The Company continues to estimate total net cash usage during the full year 2020 within a range of $8.5 – $9.0 million.

The Company’s present capital resources are expected to fund its planned operations through the end of 2021. Yield10’s ability to continue operations after its current cash resources are exhausted depends on its ability to obtain additional financing, including public or private equity financing, secured or unsecured debt financing, and receipt of additional government research grants, as well as licensing or other collaborative arrangements.

Grant revenue for both the third quarter of 2020 and 2019 was $0.2 million, respectively. Research and development expenses were $1.3 million and $1.2 million for the third quarters of 2020 and 2019, respectively. General and administrative expenses increased to $1.1 million during the third quarter of 2020 from $1.0 million during the third quarter of 2019. The quarter-over-quarter increases in operating expense are primarily a result of the Company recording pro rata estimates for 2020 employee bonuses that are expected to be paid during the first quarter of 2021. In 2019, Yield10 did not accrue for bonuses until the fourth quarter.

Yield10 reported a loss from operations of $2.2 million for the quarter ended September 30, 2020 compared to a loss from operations of $2.0 million for the same quarter of 2019. The Company reported a total net loss after income tax expense of $2.2 million, or $0.87 per share for the three months ended September 30, 2020, in comparison to a total net loss after income taxes of $2.0 million, or $6.33 per share, for the three months ended September 30, 2019.

For the nine months ending September 30, 2020, the Company reported a net operating loss after taxes of $7.6 million, or $3.69 per share compared to a net operating loss after taxes of $6.1 million, or $20.64 per share for the nine months ending September 30, 2019. Year to date grant revenue earned through September 30, 2020 and September 30, 2019 was $0.6 million and $0.7 million, respectively. Research and development expenses were $3.9 million during the nine months ended September 30, 2020, compared to $3.6 million for the nine months ended September 30, 2019, and general and administrative expenses were $3.7 million and $3.2 million during the nine months ended September 30, 2020 and September 30, 2019, respectively. During the nine months ended September 30, 2020, the Company recognized $0.3 million in loan forgiveness income related to a Paycheck Protection Program Loan (“PPP Loan”) issued to the Company under the Coronavirus Aid, Relief and Economic Security Act (“CARES Act”). Yield10 utilized the entire PPP Loan amount of $0.3 million for qualifying payroll and other expenses during the second quarter of 2020 and considers it reasonably certain that its application for loan forgiveness under the CARES Act will be approved.

Reverse Stock Split

Yield10 completed a 1-for-40 reverse stock split of its common stock on January 15, 2020, in order to regain compliance with the Nasdaq Stock Market minimum bid price qualification of $1.00 per share as required by Nasdaq Listing Rule 5550(a)(2). In accordance with applicable accounting guidance, all share amounts, per share data, share prices and conversion rates set forth in the Company’s condensed consolidated financial statements for the three and nine months ending September 30, 2020 and September 30, 2019, including those presented in this earnings release, have been retroactively adjusted to reflect the reverse stock split.

Conference Call Information

Yield10 Bioscience management will host a conference call at 4:30 p.m. (ET) today to discuss the third quarter 2020 results. The Company also will provide an update on the business and answer questions from the investor community. A live webcast of the call with slides can be accessed through the Company’s website at www.yield10bio.com in the investor relations events section. To participate in the call, dial toll-free 877-709-8150 or 201-689-8354 (international).

To listen to a telephonic replay of the conference call, dial toll-free 877-660-6853 or 201-612-7415 (international) and enter pass code 13711239. The replay will be available until November 26, 2020. In addition, the webcast will be archived on the Company’s website in the investor relations events section.

About Yield10 Bioscience

Yield10 Bioscience, Inc. is an agricultural bioscience company developing crop innovations to improve crop yields and enhance sustainable global food security. The Company utilizes its proprietary “GRAIN“ (Gene Ranking Artificial Intelligence Network) gene discovery platform to identify gene targets to improve yield performance and value in major commercial food and feed crops. Yield10 uses its Camelina oilseed platform to rapidly evaluate and field test new trait leads enabling the translation of promising new traits into the major commercial crops. As a path toward commercialization, Yield10 is pursuing a partnering approach with agricultural companies to drive new traits into development in crops such as canola, soybean and corn. The Company is also developing Camelina as a platform crop for producing nutritional oils and specialty products such as PHA biomaterials for use in water treatment and bioplastic applications. Yield10 is headquartered in Woburn, MA and has an Oilseeds Center of Excellence in Saskatoon, Canada.

For more information about the company, please visit www.yield10bio.com, or follow the Company on Twitter, Facebook and LinkedIn. (YTEN-E)

Safe Harbor for Forward-Looking Statements

This press release contains forward-looking statements which are made pursuant to the safe harbor provisions of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. The forward-looking statements in this release do not constitute guarantees of future performance. Investors are cautioned that statements in this press release which are not strictly historical statements, including, without limitation, expectations regarding Yield10’s cash position, cash forecasts and runway, ability to obtain sufficient financing to continue operating, expectations related to research and development activities, intellectual property, the expected regulatory path for traits, reproducibility of data from field tests, the timing of completion of additional greenhouse and field test studies, the timing for reporting data from the 2020 field tests and the outcomes of those tests, the signing of research licenses and collaborations, including whether the objectives of those collaborations will be met, whether the Company will be able to generate proof points for traits in development and advance business discussions around its Camelina business plan, the potential impact on operations of the COVID-19 pandemic, and value creation as well as the overall progress of Yield10 Bioscience, Inc., constitute forward-looking statements. Such forward-looking statements are subject to a number of risks and uncertainties that could cause actual results to differ materially from those anticipated, including the risks and uncertainties detailed in Yield10 Bioscience’s filings with the Securities and Exchange Commission. Yield10 Bioscience assumes no obligation to update any forward-looking information contained in this press release or with respect to the announcements described herein.

Contacts:

Yield10 Bioscience:
Lynne H. Brum, (617) 682-4693, [email protected]

Investor Relations:
Bret Shapiro, (561) 479-8566, [email protected]
Managing Director, CORE IR

Media Inquiries:
Eric Fischgrund, [email protected]
FischTank PR

(FINANCIAL TABLES FOLLOW)

YIELD10 BIOSCIENCE, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

UNAUDITED

(In thousands, except share and per share amounts)

  Three Months Ended 

September 30,
  Nine Months Ended 

September 30,
  2020   2019   2020   2019
Revenue:                              
Grant revenue $ 204     $ 224     $ 604     $ 666  
Total revenue   204       224       604       666  
                               
Expenses:                              
Research and development   1,300       1,232       3,939       3,646  
General and administrative   1,098       990       3,664       3,201  
Total expenses   2,398       2,222       7,603       6,847  
Loss from operations   (2,194 )     (1,998 )     (6,999 )     (6,181 )
                               
Other income (expense):                              
Change in fair value of warrants               (957 )      
Loan forgiveness income               333        
Other income (expense), net   37       16       85       68  
Total other income (expense)   37       16       (539 )     68  
Net loss before income tax expense   (2,157 )     (1,982 )     (7,538 )     (6,113 )
Income tax expense   (11 )           (26 )      
Net loss $ (2,168 )   $ (1,982 )   $ (7,564 )   $ (6,113 )
                               
Basic and diluted net loss per share $ (0.87 )   $ (6.33 )   $ (3.69 )   $ (20.64 )
                               
Number of shares used in per share calculations:                              
Basic and diluted   2,492,274       312,952       2,050,726       296,139  

YIELD10 BIOSCIENCE, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

UNAUDITED

(In thousands, except share and per share amounts)

  September 30, 

2020
  December 31, 

2019
Assets              
Current Assets:              
Cash and cash equivalents $ 2,995     $ 5,417  
Short-term investments   8,794       5,700  
Accounts receivable   148       72  
Unbilled receivables   56       20  
Prepaid expenses and other current assets   368       475  
Total current assets   12,361       11,684  
Restricted cash   254       332  
Property and equipment, net   935       1,243  
Right-of-use assets   2,796       3,141  
Other assets   300       318  
Total assets $ 16,646     $ 16,718  
               
Liabilities, Convertible Preferred Stock and Stockholders’ Equity (Deficit)              
Current Liabilities:              
Accounts payable $ 103     $ 279  
Accrued expenses   930       1,326  
Lease liabilities   443       602  
Total current liabilities   1,476       2,207  
Lease liabilities, net of current portion   3,283       3,619  
Warrant liability         14,977  
Other long-term liabilities   15        
Total liabilities   4,774       20,803  
Commitments and contingencies              
Series B Convertible Preferred Stock ($0.01 par value per share); 0 and 5,750 shares issued and outstanding at September 30, 2020 and December 31, 2019, respectively          
Stockholders’ Equity (Deficit):              
Series A Convertible Preferred Stock ($0.01 par value per share); 0 shares and 796 shares issued and outstanding at September 30, 2020 and December 31, 2019, respectively          
Common stock ($0.01 par value per share); 60,000,000 shares authorized at September 30, 2020 and December 31, 2019; 3,330,778 and 933,423 shares issued and outstanding at September 30, 2020 and December 31, 2019, respectively   33       9  
Additional paid-in capital   384,465       360,926  
Accumulated other comprehensive loss   (168 )     (126 )
Accumulated deficit   (372,458 )     (364,894 )
Total stockholders’ equity (deficit)   11,872       (4,085 )
Total liabilities, convertible preferred stock and stockholders’ equity (deficit) $ 16,646     $ 16,718  

YIELD10 BIOSCIENCE, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

UNAUDITED

(In thousands)

  Nine Months Ended 

September 30,
  2020
  2019
Cash flows from operating activities              
Net loss $ (7,564 )   $ (6,113 )
Adjustments to reconcile net loss to cash used in operating activities:              
Depreciation   137       150  
Change in fair value of warrants   957        
Loss on disposal of fixed assets   206        
Charge for 401(k) company common stock match   95       73  
Stock-based compensation   506       406  
Non-cash lease expense   345       456  
Deferred income tax provision   33        
Changes in operating assets and liabilities:              
Accounts receivable   (76 )     23  
Unbilled receivables   (36 )     (17 )
Prepaid expenses and other assets   92       217  
Accounts payable   (228 )     (66 )
Accrued expenses   (324 )     48  
Lease liabilities   (495 )     (622 )
Other liabilities   15        
Net cash used for operating activities   (6,337 )     (5,445 )
               
Cash flows from investing activities              
Purchase of property and equipment   (42 )     (12 )
Proceeds from sale of property and equipment   10        
Purchase of short-term investments   (6,290 )     (1,000 )
Proceeds from the sale and maturity of short-term investments   3,197       3,746  
Net cash (used for) provided by investing activities   (3,125 )     2,734  
               
Cash flows from financing activities              
Proceeds from warrants exercised   1,658        
Proceeds from public and private offerings, net of issuance costs   5,367       2,583  
Taxes paid on employees’ behalf related to vesting of stock awards   (17 )     (4 )
Net cash provided by financing activities   7,008       2,579  
               
Effect of exchange rate changes on cash, cash equivalents and restricted cash   (46 )     (14 )
               
Net decrease in cash, cash equivalents and restricted cash   (2,500 )     (146 )
Cash, cash equivalents and restricted cash at beginning of period   5,749       3,355  
Cash, cash equivalents and restricted cash at end of period $ 3,249     $ 3,209  
               
Supplemental disclosure of non-cash information:              
Offering costs remaining in accrued expenses $ 63     $ 41  

 

Guardion Health Sciences Announces Financial Results for the Three Months and Nine Months Ended September 30, 2020


Guardion


A


lso


Provides Corporate Update

SAN DIEGO, Nov. 12, 2020 (GLOBE NEWSWIRE) — Guardion Health Sciences, Inc. (Nasdaq: GHSI) (“Guardion” or the “Company”), a specialty health sciences company that develops clinically supported nutrition, medical foods and medical devices, with a focus in the ocular health marketplace, announced financial results for the three months and nine months ended September 30, 2020, and is also providing a corporate update.

Financial and corporate highlights for the three months and nine months ended September 30, 2020 include the following:

  • Total revenue was approximately $253,000 for the three months ended September 30, 2020, as compared to approximately $161,000 for the three months ended September 30, 2019, an increase of 57%.
  • Medical foods sales are up 26% for the three months ended September 30, 2020, as compared to the three months ended September 30, 2019.
  • Medical devices sales are up 147% for the three months ended September 30, 2020, as compared to the three months ended September 30, 2019.
  • Net loss for the three months ended September 30, 2020 was approximately ($2,143,000) or ($0.02) per share, as compared to a net loss of approximately ($2,385,000) or ($0.07) per share for the three months ended September 30, 2019.
  • Cash balance at September 30, 2020 was approximately $9,800,000.
  • Ho Wah Genting Berhad (“HWGB”), the Company’s distributor in Malaysia, has received product registration approval from the Malaysian National Pharmaceutical Regulatory Agency (“NPRA”) for Astramern Nutra V, an immune support dietary supplement designed and produced by Guardion; approval for Astramern Nutra H, an herb formulation that HWGB intends to market together with Astramern Nutra V, continues to be pending with the Malaysian NPRA.
  • Publication of promising new data in the journal Nutrients (published   October 26, 2020), which compared the efficacy of the Company’s Lumega-Z® to the current standard of care, the AREDS-2 soft gel supplement (marketed under the PreserVision® brand by Bausch + Lomb) in patients with vision problems associated with eye disease. Lumega-Z® demonstrated statistically significant vision improvements in both eyes at six months (p < 0.001), and a positive linear trend with treatment time (p < 0.001), with benefits visible after just three months; whereas the AREDS-2 supplement gel cap formulation provided no significant change (p > 0.05).
  • Initiation of investigator-initiated clinical trials designed to evaluate the impact of Lumega-Z® on the restoration of the macular pigment and its relationship to the stabilization or recovery of vision in patients with eye disease. It is believed that depletion of the macular pigment at the back of the eye is a risk factor for vision problems related to age-related macular degeneration (“AMD”), glaucoma and other serious eye diseases.
  • Guardion retained the investment banking firm Corporate Finance Associates (“CFA”) to act as its exclusive financial advisor to assist management and the Board of Directors in the identification and evaluation of strategic transactions to enhance shareholder value.
  • At the Company’s Annual Meeting of Shareholders held on October 29, 2020, shareholders approved all four matters presented for approval.
  • Trademark for “NutriGuard” issued on October 27, 2020 by the U.S. Patent and Trademark Office under Class 5 – nutritional dietary supplements.

David Evans, Ph.D., Guardion’s interim President and Chief Executive Officer, and Chief Science Officer, commented, “As we continue to develop our investment into clinical research to build strong differentiated brand claims, we are entering the commercial phase of our business development process. Despite a challenging environment with the COVID-19 pandemic, which has slowed our progress both in terms of connecting directly with doctors and consumers, as well as conducting day-to-day business, sales continue to be up year-over-year. Over the course of this pandemic, it has become increasingly clear that there are multiple business opportunities for Guardion to explore, including enhancing our digital distribution channels and e-commerce platform and expanding our international distribution opportunities. In addition, we are working closely with CFA to identify and evaluate strategic transactions and opportunities to enhance shareholder value.”

Dr. Evans concluded, “We continue to receive third party validation of our products, including recently published studies, in the journal Nutrients, showing superior efficacy of our proprietary formulation, Lumega-Z®, in terms of both absorption level and improvement in visual function, versus PreserVision®, the industry leading AREDS-2 gel cap product formulation. These results clearly support our brand messaging and offer an evidenced-based foundation to support our evolving product development strategies. We will continue our commitment to scientific and clinical validation of our proprietary products and to report on our results to our shareholders as this information occurs.”

Results of Annual Meeting of Shareholders
and Nasdaq Delisting Issue

On October 29, 2020, the Company held its annual meeting of shareholders (the “Meeting”). At the Meeting, the Company’s shareholders approved all four proposals, including extending the discretionary authority previously granted to the Board of Directors to effect a “reverse stock split,” at a specific ratio within a range of no split and one-for-thirty (1-for-30), with the exact ratio to be determined by the Board of Directors in its sole discretion on or before October 29, 2021.

Since the Company does not intend to execute a reverse stock split prior to November 30, 2020, Guardion expects to receive a notice of delisting from The Nasdaq Capital Market (“Nasdaq”) shortly after November 30, 2020 because the trading price of the Company’s common stock does not meet the $1.00 per share minimum bid price requirement.

The Company intends to appeal any notice of delisting that Nasdaq issues after November 30, 2020 to request a further extension of time (not to exceed 180 days from the date of the notice of delisting) to regain compliance with the $1.00 minimum bid price requirement. Such temporary relief would allow the Company additional time to execute on its business initiatives to generate greater shareholder value, which the Company hopes would then be reflected by an increase in the price of the Company’s common stock. During the appeal process, the Company’s common stock will continue to be listed on Nasdaq.

A permanent delisting from Nasdaq could adversely impact the liquidity of the Company’s common stock and limit the ability of the Company to raise additional capital in the future.

Financial Results

Three Months Ended September 30, 2020

Total revenue for the three months ended September 30, 2020 increased by approximately 57% to approximately $253,000, as compared total revenue for the three months ended September 30, 2019 of approximately $161,000, primarily due to increased sales of medical foods and nutraceuticals and medical devices in the current period.

Operating expenses for the three months ended September 30, 2020 decreased by approximately 8% to approximately $2,291,000 as compared to operating expenses for the three months ended September 30, 2019 of approximately $2,503,000, primarily due to a decrease in selling and marketing expenses in the current period.

Operating loss for the three months ended September 30, 2020 decreased by approximately $260,000 to approximately ($2,152,000), as compared to the operating loss for the three months ended September 30, 2019 of approximately ($2,412,000). Net loss for the three months ended September 30, 2020 was approximately ($2,143,000), or ($0.02) per share, as compared to a net loss of approximately ($2,385,000), or ($0.07) per share, for the three months ended September 30, 2019.

Nine Months Ended September 30, 2020

Total revenue for the nine months ended September 30, 2020 increased by approximately 154% to approximately $1,690,000, as compared to total revenue for the nine months ended September 30, 2019 of approximately $665,000. This increase was primarily due to a large initial test order of a nutraceutical product placed by the Company’s Malaysian distributor of $890,000 that was recorded during the three months ended June 30, 2020 and increased sales of medical food product lines, partially offset by a decrease in medical device sales which were affected by the impact of COVID-19 closures during the nine months ended September 30, 2020.

Operating expenses for the nine months ended September 30, 2020 decreased by approximately 12% to approximately $6,018,000, as compared to operating expenses for the nine months ended September 30, 2019 of approximately $6,813,000, primarily due to a reduction of approximately $965,000 in stock-based compensation cost related to a reversal of stock-based compensation as a result of the resignation of the Company’s former President and Chief Executive Officer in June 2020.

Operating loss for the nine months ended September 30, 2020 decreased by approximately $1,214,000 to approximately ($5,196,000), as compared to the operating loss for the nine months ended September 30, 2019 of approximately ($6,410,000). Net loss for the nine months ended September 30, 2020 was approximately ($5,198,000), or ($0.06) per share, as compared to a net loss of approximately ($6,823,000), or ($0.26) per share, for the nine months ended September 30, 2019.

About
Guardion
Health Sciences

Guardion is a specialty health sciences company that develops clinically supported nutrition, medical foods and medical devices, with a focus in the ocular health marketplace. Located in San Diego, California, the Company combines targeted nutrition with innovative, evidence-based diagnostic technology. Guardion boasts impressive Scientific and Medical Advisory Boards. Information and risk factors with respect to Guardion and its business, including its ability to successfully develop and commercialize its proprietary products and technologies, may be obtained in the Company’s filings with the U. S. Securities and Exchange Commission (the “SEC”) at www.sec.gov.

Forward-Looking Statement Disclaimer

With the exception of the historical information contained in this news release, the matters described herein may contain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Statements preceded by, followed by or that otherwise include the words “believes,” “expects,” “anticipates,” “intends,” “projects,” “estimates,” “plans” and similar expressions or future or conditional verbs such as “will,” “should,” “would,” “may” and “could” are generally forward- looking in nature and not historical facts, although not all forward-looking statements include the foregoing. These statements involve unknown risks and uncertainties that may individually or materially impact the matters discussed herein for a variety of reasons that are outside the control of the Company, including, but not limited to, the Company’s ability to raise sufficient financing to implement its business plan, the impact of the COVID-19 pandemic on the Company’s business, operations and the economy in general, and the Company’s ability to successfully develop and commercialize its proprietary products and technologies. Readers are cautioned not to place undue reliance on these forward- looking statements, as actual results could differ materially from those described in the forward-looking statements contained herein. Readers are urged to read the risk factors set forth in the Company’s filings with the SEC, which are available at the SEC’s website (www.sec.gov).
The Company disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

Investor Relations Contact:
CORE IR
Scott Arnold
516-222-2560
[email protected] 

Media Relations Contact:
Jules Abraham
Director of Public Relations
CORE IR
917-885-7378
[email protected] 

Guardion Health Sciences, Inc.
Condensed Consolidated Balance Sheets
 
  September 30, 2020     December 31, 2019  
  (Unaudited)        
Assets              
               
Current assets              
Cash $ 9,795,441     $ 11,115,502  
Accounts receivable   22,849       78,337  
Inventories, net   1,284,173       310,941  
Prepaid expenses   231,621       362,938  
               
Total current assets   11,334,084       11,867,718  
               
Deposits   11,751       11,751  
Property and equipment, net   305,600       374,638  
Right-of-use asset, net   457,677       572,714  
Intangible assets   50,000       50,000  
               
Total assets $ 12,159,11
2
    $ 12,876,821  
               
Liabilities and Stockholders’ Equity              
               
Current liabilities              
Accounts payable $ 576,890     $ 70,291  
Accrued expenses   182,597       175,052  
Due to former officer   230,208        
Derivative warrant liability   7,519       13,323  
Lease liability – current   159,962       151,568  
Total current liabilities   1,157,176       410,234  
               
Lease liability – long-term   313,909       434,747  
               
Total liabilities   1,471,085       844,981  
               
Commitments and contingencies              
               
Stockholders’ Equity              
               
Preferred stock, $0.001 par value; 10,000,000 shares authorized, no shares issued
and outstanding
         
Common stock, $0.001 par value; 250,000,000 shares authorized;
88,327,312 and 74,982,562 shares issued and outstanding at
September 30, 2020 and December 31, 2019, respectively
  88,327       74,983  
Additional paid-in capital   61,308,938       57,468,528  
Accumulated deficit   (50,709,238 )     (45,511,671 )
               
Total stockholders’ equity   10,688,02
7
      12,031,840  
               
Total liabilities and stockholders’ equity $ 12,159,11
2
    $ 12,876,821  

Guardion Health Sciences, Inc.
Condensed Consolidated Statements of Operations
 
  Three Months Ended

September 30,
    Nine Months Ended

September 30,
 
  2020     2019     2020     2019  
  (Unaudited)     (Unaudited)     (Unaudited)     (Unaudited)  
Revenue                              
Medical foods and nutraceuticals $ 142,556     $ 112,957     $ 1,446,584     $ 317,338  
Medical devices   110,632       44,705       237,136       337,531  
Other         3,500       6,100       9,800  
Total revenue   253,188       161,162       1,689,820       664,669  
                               
Cost of goods sold                              
Medical foods and nutraceuticals   68,956       41,655       764,245       120,608  
Medical devices   45,157       27,922       101,077       136,958  
Other         1,422       2,478       3,981  
Total cost of goods sold   114,113       70,999       867,800       261,547  
                               
Gross profit   139,075       90,163       822,020       403,122  
                               
Operating expenses                              
Research and development   34,034       31,897       109,803       138,613  
Sales and marketing   167,213       448,387       1,175,126       1,246,846  
General and administrative   2,070,998       2,022,367       5,299,696       5,427,573  
Costs related to resignation of former officer
(including the reversal of previously recognized stock
compensation expense of $965,295 during the nine months ended
September 30, 2020)
              (615,936 )      
Loss on sale of equipment   18,500             18,500        
Impairment loss on equipment               30,948        
                               
Total operating expenses   2,290,745       2,502,651       6,018,137       6,813,032  
                               
Loss from operations   (2,151,670 )     (2,412,488 )     (5,196,117 )     (6,409,910 )
                               
Other (income) expense:                              
Interest expense   3,716       4,205       7,254       255,842  
Finance cost upon issuance of warrants                     415,955  
Change in fair value of derivative warrants   (11,892 )     (31,322 )     (5,804     (259,154 )
                               
Total other (income) expense   8,176       (27,117)       1,450       412,643  
                               
Net loss $ (2,143,494 )   $ (2,385,371 )   $ (5,197,567 )   $ (6,822,553 )
                               
Net loss per common share – basic and diluted $ (0.02 )   $ (0.07 )   $ (0.06 )   $ (0.26 )
Weighted average common shares outstanding – basic and diluted   88,320,523       36,035,309       84,530,367       26,483,713  

Guardion Health Sciences, Inc.
Operations by Segment (Unaudited)
 
  For the Three Months Ended September 30, 2020  
  Corporate     Medical
Foods and
Nutraceuticals
    Medical
Devices
  Total  
                     
Revenue $     $ 142,556     $ 110,632   $ 253,188  
                             
Cost of goods sold         68,956       45,157     114,113  
                             
Gross profit         73,600       65,475     139,075  
                             
Operating expenses   1,202,402       1,081,897       6,446     2,290,745  
                             
(Loss) income from operations $ (1,202,402 )   $ (1,008,296 )   $ 59,028   $ (2,151,670 )

  For the Nine Months Ended September 30, 2020  
  Corporate     Medical
Foods and
Nutraceuticals
    Medical
Devices
    Total  
                       
Revenue $ 6,100     $ 1,446,584     $ 237,136     $ 1,689,820  
                               
Cost of goods sold   2,477       764,246       101,077       867,800  
                               
Gross profit   3,623       682,338       136,059       822,020  
                               
Operating expenses   2,655,107       3,146,514       216,516       6,018,137  
                               
Loss from operations $ (2,651,484 )   $ (2,464,176 )   $ (80,457 )   $ (5,196,117 )

 

NewAge to Present at the Virtual Fall Investor Summit on November 17, 2020

DENVER, Nov. 12, 2020 (GLOBE NEWSWIRE) — NewAge, Inc. (Nasdaq: NBEV), the Colorado-based social selling and distribution company, today announced that it will present and meet with investors at the Virtual Fall Investor Summit. The conference is being held November 16-18, 2020, virtually.

The Company is scheduled to present on Tuesday, November 17, 2020 at 7:30 a.m. MT/9:30 a.m. ET. A webcast of the live presentation will be available on the Investors section of the Company’s website at www.newage.com or at https://www.webcaster4.com/Webcast/Page/2038/38387. The webcast will be archived for approximately 30 days.

The presentation to be referenced at the conference will also be available on the Investors section of the Company’s website at www.newage.com.


About


NewAge, Inc.


(NASDAQ:


NBEV


)


NewAge is a Colorado-based organic and healthy products company dedicated to inspiring and educating consumers to “Live Healthy.” The Company is an omni-channel distribution company with access to traditional retail, e-commerce, direct-to-consumer, and medical channels across more than 75 countries worldwide when combined with ARIIX. NewAge markets a portfolio of differentiated healthy functional brands in three category platforms including Health & Wellness, Healthy Appearance, and Nutritional Performance. The Company operates the websites newage.com, noninewage.com, and a number of other individual brand websites.

NewAge has announced a transaction with ARIIX LLC. Once the ARIIX transaction is completed, we will be the only omni-channel company with access to traditional retail, e-commerce, direct-to-consumer, and other channels across more than 75 countries worldwide, with a network of over 400,000 exclusive independent product consultants, representatives, and affiliates around the globe. After the transaction closes, NewAge will market a portfolio of better-for-you products along with the companies, ARIIX, ZENNOA, Shannen, MaVie, and Limu in healthy hydration and wellness, healthy appearance, and nutritional performance platforms. The Company announced NewAge’s entry into a definitive agreement to acquire ARIIX and four other e-commerce/direct selling companies on July 20, 2020. The Company entered into an amended and restated definitive agreement on September 30, 2020. This transaction is anticipated to close by the end of November 2020.

For investor inquiries about NewAge please contact:

NewAge Investor Relations:

Riley Timmer
Vice President, Investor Relations
Tel: 1-801-870-8685
[email protected]

Investor Relations Counsel:

John Mills/Scott Van Winkle
ICR – Strategic Communications and Advisory
Tel: 1-646-277-1254/1-617-956-6736
[email protected]

NewAge, Inc.
:

Gregory A. Gould
Chief Financial Officer
Tel: 1-303-566-3030
[email protected]

Chicken Soup for the Soul Entertainment and Sony Pictures Television Extend Crackle Plus Option

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 the 30-day extension of a key deadline related to Sony Pictures Television’s (SPT) Crackle Plus ownership option.

Pursuant to the Crackle acquisition agreement in May of 2019, Sony Pictures Television was required to decide by November 14, 2020 whether to convert its current ownership of Chicken Soup for the Soul Entertainment’s Crackle Plus subsidiary into 49% of the common ownership of Crackle Plus or into $40 million of Chicken Soup for the Soul Entertainment’s preferred shares. SPT and the company have mutually agreed to an extension to consider these options and potential alternatives, and SPT will now be required to make a decision by December 14, 2020.

“We have always seen a path to an expanded relationship with Sony and we are looking forward to taking this additional time to evaluate opportunities to strengthen our partnership,” said William J. Rouhana Jr, Chairman & CEO of Chicken Soup for the Soul Entertainment.

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.

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

Oncocyte Reports Third Quarter 2020 Financial Results and Provides Corporate Update

DetermaRx

receives final CMS pricing and
records
first
full
quarter
with Medicare
revenues
;
more than doubles second quarter volumes
with
adoption at NCCN and NCI designated cancer centers

DetermaIO

selected
for use in
checkpoint inhibitor clinical trial
;
will
generat
e
near term pharmaceutical services revenue
and solidifies use in
triple negative breast cancer
research

TheraSure

TM

-CNI MONITOR l
icensing and
collaboration agreement
with Chronix
will add
a fourth engine
of
potential
revenue growth
in blood

based therapy monitoring
and
provide
access to
EU
lab network
for
DetermaRx

Conference
C
all
T
oday,
November 12
,
at
4
:30
P
M
E
D
T

IRVINE, Calif., Nov. 12, 2020 (GLOBE NEWSWIRE) — Oncocyte Corporation (NYSE American: OCX), a molecular diagnostics company with a mission to provide actionable answers at critical decision points across the cancer care continuum, today reported financial results for the third quarter and nine months ended September 30, 2020, and provided a corporate update.

“I am very proud of our progress over the past year as we have established four growth engines to drive revenue that will help us reduce our cash burn as we progress in our vision to become a leader in molecular diagnostics for oncology and immunotherapy,” said Ron Andrews, Chief Executive Officer of Oncocyte. “This has been a quarter of growth and milestone achievements, solidifying our position as an innovator in the advancement of molecular diagnostics for early stage lung cancer. We have successfully repositioned the company over the past year by refining and expanding our suite of offerings and establishing multiple independent revenue growth engines: DetermaRx™, DetermaIO™, immunotherapy response monitoring, and Pharma Services, all with the potential to support our long-term growth and value creation. DetermaRx and pharma services are already generating revenue, and with our first agreement to utilize DetermaIO as a predictive biomarker in a clinical trial, DetermaIO is poised to become revenue generating before year end. The third quarter was a terrific period for DetermaRx as we received our final pricing from CMS, allowing us to bill and collect our first Medicare revenues. We continue to build upon our strong scientific foundation with collaborators publishing prospective data that further demonstrate that treatment decisions informed by DetermaRx significantly improve lung cancer patient survival. DetermaRx’s adoption at leading cancer centers and its rapid growth, with test volume more than doubling from the second quarter, reflects stakeholders’ recognition of the test’s significant clinical utility.”

Mr. Andrews added, “We also continue to expand our reach in the large and rapidly growing immunotherapy space with our second growth engine, DetermaIO™, our gene expression test currently available for research use only, which identifies patients most likely to respond to therapy. Our recent presentation at the Society for Immunotherapy of Cancer Annual Meeting demonstrates the power of DetermaIO to identify patients who are not likely to respond to checkpoint inhibitors and may require alternative or combinatorial therapy, which significantly expands the utility of the DetermaIO test. We believe that DetermaIO’s inclusion as a predictive biomarker in an international investigator-sponsored triple negative breast cancer clinical trial has increased our visibility among academic and pharma trial groups over the last few months, and we remain on pace to achieve our goal of a U.S. clinical launch in the second half of 2021. In addition, studies such as this generate immediate revenue through our Pharma Services business which will continue to grow as we secure additional contracts with pharmaceutical and molecular diagnostic platform companies. Our newly announced immunotherapy response monitoring opportunity, anticipated to be available in our Pharma Services arsenal in the first half of 2021, launches Oncocyte’s differentiated and comprehensive offering for immune therapy diagnostics. Finally, we have solid momentum in our Pharma Services business and expect to exit 2020 ahead of our $2 million of committed projects goal for the year and expect the business to generate positive operating margin in 2021. Overall, we are on track across all our major milestones despite the continued headwind of the ongoing pandemic which is a testimony to the dedication of the Oncocyte team.”  

Recent
Corporate
Highlights

DetermaRx

  • Medicare coverage policy established for DetermaRx, a new class of predictive tests, based on compelling clinical evidence that positions DetermaRx as the first and only test of its kind for early-stage non-small cell lung cancer (NSCLC)
  • Received final pricing decision from Centers for Medicare and Medicaid Services (CMS) with pricing in line with comparable high-value molecular tests for oncology indications
  • Continued rapid commercial growth and adoption through Q3:
    —  Testing volume more than doubled, from 64 billable samples in Q2, to 175 in Q3
    —  Maintained physician re-order rate of approximately 60 percent
    —  Increased onboarded hospitals from 36 in Q2 to 67 in Q3, including prestigious National Comprehensive Cancer Network (NCCN) and National Cancer Institute (NCI) designated cancer centers
    —  Increased adoption at major healthcare systems including HCA Healthcare, Cancer Treatment Centers of America (CTCA), Florida Cancer Specialists (FCS), Scripps Health, and Providence Cancer Institute
    —  Test added to “standard of care menu” at an NCI cancer center and at FCS
  • International expansion continued with Mexico, Columbia, Brazil, and Germany being added to our current network of distribution and commercial partners in Israel, India, the Middle East and Africa
  • Presented new prospective survival data at the IASLC 2020 North America Conference on Lung Cancer demonstrating DetermaRx informed treatment significantly improves lung cancer patient survival
  • Presented data demonstrating that combining DetermaRx with EGFR mutation status may help inform optimal treatment strategies for NSCLC patients who are EGFR-mutation-positive.   Oncocyte is now offering EGFR mutation testing and DetermaRx from a single patient sample to provide an integrated solution for patients and physicians
  • Continued successful physician engagement with our webinar series with over 250 healthcare professional participants in online physician education programs in Q3 featuring renowned lung cancer experts Dr. David Gandara, Dr. Johannes Kratz, and Dr. Gavitt Woodard

DetermaIO

  • DetermaIO selected as a predictive biomarker in the NeoTRIPaPDL1 international investigator-sponsored trial for an immune-checkpoint inhibitor (ICI)
    —  Trial will evaluate DetermaIO as biomarker for a neoadjuvant (pre-surgical) ICI indication in patients with triple negative breast cancer (TNBC)
    —  Collaboration expected to generate near-term pharma services revenue, with a path to U.S. clinical launch in 2021

TheraSure™
-CNI MONITOR
Blood

based
Imm
une Therapy
monitoring
test

  • Announced agreement to license TheraSureTM-CNI MONITOR clinical assay from Chronix Biomedical. The blood-based assay uses copy number instability (CNI) to monitor patients’ response to immunotherapy treatments, potentially across a range of cancers  
  • License agreement will expand Oncocyte’s suite of immunotherapy products to include response monitoring. Coordinating response monitoring with DetermaIO’s response prediction capability could create the first integrated solution for immunotherapy treatment selection and monitoring. Tech transfer to begin in Q1 2021  

Pharma Services

  • Announced strategic alliance with the Guardian Research Network® (GRN) to establish an integrated platform for precision medicine clinical trials, combining Oncocyte’s proprietary molecular tests and fully certified pharma services lab with GRN’s nationwide consortium of 150 hospitals, clinical trial networks and real-world evidence data technology
    —  Initial immune-oncology focus will leverage Oncocyte’s DetermaIO test for patient selection in immunotherapy clinical trials across the network
  • Continued growth of pharma services offering with a full suite of molecular analyses including tissue and blood-based technologies, proprietary platforms such as DetermaIO and TNBCType Assay, as well as custom next-generation sequencing and PCR services including whole exome sequencing, RNA-seq and targeted mutation panels

Corporate

  • Appointed Jennifer Carter, M.D., MPH, MBA, to Board of Directors, bringing deep expertise and experience in precision oncology to the Board   

Third Quarter 2020
Financial Highlights

At September 30, 2020, Oncocyte had cash, cash equivalents and marketable securities of $10.7 million.

Prior to January 1, 2020, Oncocyte had no revenues. Oncocyte currently derives its revenues from pharma services generated by its wholly owned subsidiary, Insight Genetics, which was acquired on January 31, 2020, and from the sale of its lung cancer test, DetermaRx, which was commercially launched in early 2020. In light of the recent CMS and Noridian final pricing decision for the DetermaRx test, which became effective in September, Oncocyte is able to recognize revenues for Medicare covered tests on an accrual basis, rather than on a cash basis, when the tests are performed.

Under U.S. accounting principles, for all payers other than Medicare, Oncocyte will be able to recognize revenues for DetermaRx on an accrual basis of accounting once it has contracts for reimbursement from third-party payers or a history of experience of cash collections for the tests performed, or both. Until that time, for all payers other than Medicare, Oncocyte expects to recognize revenue for DetermaRx tests performed on a cash basis. Accordingly, Oncocyte will incur and accrue cost of revenues and other operating expenses related to its pharma services and diagnostic tests, including DetermaRx.

Beginning on January 31, 2020, Oncocyte’s consolidated financial statements and results also include the results from its wholly owned subsidiary, Insight Genetics, which Oncocyte acquired on that date.

For the third quarter ended September 30, 2020, Oncocyte reported a net loss of $6.8 million, or ($0.10) per share, as compared to $5.2 million, or ($0.10) per share, for the third quarter ended September 30, 2019.

Operating losses, as reported, for the third quarter of 2020 were $6.2 million, an increase of $0.9 million from $5.3 million as compared to the third quarter of 2019; and operating losses, on an adjusted basis, were $6.1 million, an increase of $2.0 million from $4.1 million as compared to the third quarter of 2019.

Oncocyte has provided a reconciliation between GAAP and non-GAAP operating losses in the financial tables, included with this earnings release, which it believes is helpful in understanding its ongoing operations.

Revenues for the three and nine months ended September 30, 2020 were $0.6 million and $0.7 million respectively, generated from pharma services and DetermaRx tests that are covered by Medicare on an accrual basis since Oncocyte received a final pricing from CMS in September.

Cost of revenues for the three and nine months ended September 30, 2020 were $0.6 million and $1.1 million, respectively, incurred from performing the DetermaRx tests and pharma services.

Research and development expenses for third quarter of 2020 were $2.6 million as compared to $1.6 million for the same period in 2019, an increase of $1.0 million primarily attributable to personnel and related expenses, including a noncash stock-based compensation expense increase of $0.3 million. Personnel and related expenses for the current quarter also include a $0.4 million severance charge and $0.2 million in accelerated stock-based compensation expense recorded as part of the partial reduction in force plan and salary reduction agreements instituted in September 2020.

General and administrative expenses for the third quarter of 2020 were $5.0 million, as compared to $3.0 million for the same period in 2019, an increase of $2.0 million primarily attributable to personnel and related expenses, including a noncash stock-based compensation expense. Personnel and related expenses for the current quarter also include a $0.9 million severance charge and $0.5 million in accelerated stock-based compensation expense recorded as part of the partial reduction in force plan and salary reduction agreements instituted in September 2020.

Sales and marketing expenses for the three months ended September 30, 2020, were $1.6 million, as compared to $0.6 million for the same period in 2019, an increase of approximately $1.0 million. The increase was primarily due to personnel and related expenses for ramp up in sales and marketing activities for the commercialization effort of DetermaRx.

Change in fair value of contingent consideration liability – The change in fair value of contingent consideration is based on Oncocyte’s reassessment of the key assumptions underlying the determination of this liability as changes in circumstances and conditions occur from the Insight acquisition date to the reporting period being presented, with the subsequent change in fair value recorded as part of Oncocyte’s consolidated loss from operations for that period. Accordingly, for the three and nine months ended September 30, 2020, Oncocyte recorded an unrealized gain of approximately $3.0 million related to the decrease in the fair value of contingent consideration liability primarily attributable to a revised estimate of the timing of the possible future payouts.

Cash used in operations was $6.0 million for the third quarter of 2020, which included about $0.9 million in transactional and other business development related expenses.

Conference Call

The Company will host a conference call today, November 12, 2020, at 4:30 pm EDT / 1:30 pm PDT to discuss the results along with recent corporate developments.

The dial-in number in the U.S./Canada is 877-407-9716; for international participants, the number is 201-493-6779. For all callers, please refer to Conference ID 13709425, To access the live webcast, go to the investor relations section on the Company’s website, or by clicking here: http://public.viavid.com/index.php?id=141419.  The webcast replay will be available on the Oncocyte website for 90 days following the completion of the call.

About Onco
c
yte Corporation

Oncocyte is a molecular diagnostics company whose mission is to provide actionable answers at critical decision points across the cancer care continuum, with the goal of improving patient outcomes by accelerating and optimizing diagnosis and treatment. The Company recently launched DetermaRx™, a treatment stratification test that enables the identification of early-stage lung cancer patients at high risk for recurrence post-resection, allowing them to be treated when their cancer may be more responsive to adjuvant chemotherapy. Oncocyte is also developing DetermaIO™, a gene expression test that identifies patients more likely to respond to checkpoint immunotherapies.

DetermaRx and DetermaIO are trademarks of Oncocyte Corporation. TheraSure is a trademark of Chronix Biomedical, Inc.

Oncocyte Forward Looking Statements

Oncocyte cautions you that this press release contains forward-looking statements. Any statements that are not historical fact (including, but not limited to statements that contain words such as “will,” “believes,” “plans,” “anticipates,” “expects,” “estimates,” “may,” and similar expressions) are forward-looking statements. These statements include those pertaining to the commercial launch of DetermaRx, development of DetermaIO, unexpected expenditures or assumed liabilities or other unanticipated difficulties resulting from acquisitions, implementation and results of research, development, clinical trials and studies, commercialization plans, future financial and/or operating results, and future opportunities for Oncocyte, along with other statements about the future expectations, beliefs, goals, plans, or prospects expressed by management. Forward-looking statements involve risks and uncertainties, including, without limitation, the potential impact of COVID-19 on our financial and operational results, risks inherent in the development and/or commercialization of potential diagnostic tests or products, uncertainty in the results of clinical trials or regulatory approvals, the capacity of our third-party supplied blood sample analytic system to provide consistent and precise analytic results on a commercial scale, potential interruptions to our supply chain, the need and ability to obtain future capital, maintenance of intellectual property rights, and the need to obtain third party reimbursement for patients’ use of any diagnostic tests we commercialize, and risks inherent in acquisitions such as failure to realize anticipated benefits, unexpected expenditures or assumed liabilities, unanticipated difficulties in conforming business practices including accounting policies, procedures and internal controls, greater than estimated allocations of resources to develop and commercialize technologies, or failure to maintain any laboratory accreditation or certification. Actual results may differ materially from the results anticipated in these forward-looking statements and accordingly such statements should be evaluated together with the many uncertainties that affect the business of Oncocyte, particularly those mentioned in the “Risk Factors” and other cautionary statements found in Oncocyte’s Securities and Exchange Commission filings, which are available from the SEC’s website. You are cautioned not to place undue reliance on forward-looking statements, which speak only as of the date on which they were made. Oncocyte undertakes no obligation to update such statements to reflect events that occur or circumstances that exist after the date on which they were made, except as required by law.

Investor Contact

Bob Yedid
LifeSci Advisors, LLC
646-597-6989
[email protected]

Media Contact

Cait Williamson, Ph.D.
LifeSci Communications, LLC
646-751-4366
[email protected]

 

ONCOCYTE COPORATION
CONSOLIDATED BALANCE SHEETS
($ in thousands)
         
         
         
    September 30,   December 31,
    2020   2019
    (Unaudited)    
ASSETS        
CURRENT ASSETS        
Cash and cash equivalents   10,292     22,072  
Accounts receivable   366      
Marketable equity securities   361     379  
Prepaid expenses and other current assets   953     505  
Total current assets   11,972     22,956  
         
CURRENT ASSETS        
Right-of use-assets, machinery and equipment, net and construction in progress   5,657     3,728  
Equity method investment in Razor   13,852     10,964  
Goodwill   9,187      
Intangibles, net   15,031      
Deposits and other non current assets   2,077     2,211  
TOTAL ASSETS   57,776     39,859  
         
LIABILITIES AND SHAREHOLDERS’ EQUITY        
CURRENT LIABILITIES        
Amount due to Lineage and affiliates       6  
Accounts payable   1,264     469  
Accrued expenses and other current liabilities   5,115     2,610  
Loan payable, current   2,061     1,125  
Right-of-use and financing lease liabilities, current   456     230  
Total current liabilities   8,896     4,440  
         
NONCURRENT LIABILITIES        
Right-of-use and financing lease liabilities, noncurrent   3,868     2,676  
Loan payable, net of deferred financing costs, noncurrent   2,065     1,905  
Contingent consideration liabilities   8,150      
Other noncurrent liabilities   158      
TOTAL LIABILITIES   23,137     9,021  
         
SHAREHOLDERS’ EQUITY        
Preferred stock, no par value, 5,000 shares authorized; none issued and outstanding        
Common stock, no par value, 150,000 shares authorized; 67,251 and 57,032 shares issued and outstanding at September 30, 2020 and December 31, 2019, respectively   152,007     124,583  
Accumulated other comprehensive loss        
Accumulated deficit   (117,368 )   (93,745 )
Total shareholders’ equity   34,639     30,838  
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY   57,776     39,859  
         

ONCOCYTE CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except per share data)
 
                         
                         
    Three Months Ended   Nine Months Ended
    September 30,   September 30,
    2020   2019   2020   2019
    unaudited   unaudited   unaudited   unaudited
REVENUE                        
Total revenue   $ 555     $     $ 713     $  
                         
TOTAL COSTS AND OPERATING EXPENSES                        
Cost of revenue   $ 601     $     $ 1139     $  
Research and development     2,615       1,625       8,000       4,476  
General and administrative     4,995       3,002       13,378       9,087  
Sales and marketing     1,568       630       4,620       1,153  
Change in fair value of contingent consideration     (2,980 )           (2,980 )      
Total operating expenses     6,799       5,257       24,157       14,716  
                         
Loss from operations     (6,244 )     (5,257 )     (23,444 )     (14,716 )
                         
OTHER INCOME (EXPENSES), NET                        
Interest income (expense), net     (78 )     135       (175 )     282  
Unrealized gain (loss) on marketable equity securities     20       (103 )     (18 )     (13 )
Pro rata loss from equity method investment in Razor     (482 )           (1,112 )      
Other income (expense), net     1             31       (25 )
Total other income (expenses), net     (539 )     32       (1,274 )     244  
                         
LOSS BEFORE INCOME TAXES     (6,783 )     (5,225 )     (24,718 )     (14,472 )
                         
Income tax benefit                 1,095        
                         
NET LOSS   $ (6,783 )   $ (5,225 )   $ (23,623 )   $ (14,472 )
                         
Net loss per share; basic and diluted   $ (0.10 )   $ (0.10 )   $ (0.36 )   $ (0.29 )
                         
Weighted average shares outstanding; basic and diluted     67,247       51,973       64,843       50,217  
                         

ONCOCYTE CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
(Unaudited)
           
  Nine Months Ended
  September 30,
  2020   2019
           
CASH FLOWS FROM OPERATING ACTIVITIES:          
Net loss $ (23,623 )   $ (14,472 )
Adjustments to reconcile net loss to net cash used in operating activities:          
Depreciation expense   529       278  
Amortization of intangible assets   59        
Amortization of right-of-use assets and liabilities   959        
Impairment charge for long-lived assets   88        
Pro rata loss from equity method investment in Razor   1,112        
Amortization of prepaid maintenance   52       28  
Stock-based compensation   4,081       2,209  
Unrealized loss on marketable equity securities   18       13  
Amortization of debt issuance costs   80       30  
Warrants issued for advisory services         234  
Change in fair value of contingent consideration   (2,980 )      
Deferred income tax benefit   (1,095 )      
Other         25  
Changes in operating assets and liabilities:          
Accounts receivable   (372 )      
Amount due to Lineage and affiliates   (6 )     (2,100 )
Prepaid expenses and other assets   (575 )     (238 )
Accounts payable and accrued liabilities   1,843       (416 )
Net cash used in operating activities   (19,830 )     (14,409 )
           
CASH FLOWS FROM INVESTING ACTIVITIES:          
Acquisition of Insight Genetics, net of cash acquired   (6,189 )      
Equity method investment in Razor   (4,000 )     (11,245 )
Purchase of equipment   (1,061 )     (18 )
Security deposit and other   (6 )     64  
Net cash used in investing activities   (11,256 )     (11,199 )
           
CASH FLOWS FROM FINANCING ACTIVITIES:          
Proceeds from exercise of stock options   72       943  
Proceeds from sale of common shares   18,343       40,250  
Financing costs to issue common shares   (58 )     (3,252 )
Common shares received and retired for employee taxes paid   (14 )      
Repayment of loan payable   (125 )     (600 )
Repayment of financing lease obligations   (53 )     (323 )
Proceeds from PPP loan   1,141        
Net cash provided by financing activities   19,306       37,018  
           
NET INCREASE (DECREASE) IN CASH, CASH EQUIVALENTS AND RESTRICTED CASH   (11,780 )     11,410  
CASH, CASH EQUIVALENTS AND RESTRICTED CASH:          
At beginning of the period   23,772       8,034  
At end of the period $ 11,992     $ 19,444  
           

Non-GAAP Financial Measures                    
                     
This earnings release includes loss from operations prepared in accordance with accounting principles generally accepted in the United States (GAAP) and includes certain historical non-GAAP adjustments to operating expenses. In particular, Oncocyte has provided non-GAAP total loss from operations, adjusted to exclude noncash stock-based compensation, depreciation and amortization expenses, an impairment charge for certain long-lived assets, an unrealized gain for change in fair value of contingent consideration and a severance charge. Non-GAAP financial measures are not meant to be considered in isolation or as a substitute for comparable financial measures prepared in accordance with GAAP. However, Oncocyte believes the presentation of non-GAAP total loss from operations, when viewed in conjunction with our GAAP total loss from operations, is helpful in understanding Oncocyte’s ongoing operations and its programs.
                     
Furthermore, management uses these non-GAAP financial measures in the aggregate to establish budgets and operational goals, to manage Oncocyte’s business and to evaluate its performance and its programs.
                     
Oncocyte Corporation                    
                     
Reconciliation of Non-GAAP Financial Measure                
Adjusted Loss from Operations                    
                     
  Amounts In Thousands Amounts In Thousands
  For the Three Months Ended For the Nine Months Ended
September 30, September 30,
  2020 2019 2020 2019
(unaudited) (unaudited) (unaudited) (unaudited)
GAAP loss from operations – as reported $ (6,244 ) $ (5,257 ) $ (23,444 ) $ (14,716 )
Stock-based compensation expense   1,784     821     4,081     2,209  
Impairment charge for long-lived assets             422        
Noncash warrant expense       234             234  
Depreciation and amortization expense   91     93       321       306  
Change in fair value of contingent consideration (2,980 )         (2,980 )      
Severance charge   1,260         1,260      
Non-GAAP loss from operations, as adjusted $ (6,089 ) $ (4,109 ) $ (20,340 ) $ (11,967 )

ATA Creativity Global Reports 2020 Third Quarter Financial Results

Conference Call on Thursday, November 12, 2020, at 8 p.m. ET with Accompanying Investor Presentation

BEIJING, China, Nov. 12, 2020 (GLOBE NEWSWIRE) — ATA Creativity Global (“ACG” or the “Company”, Nasdaq: AACG), an international educational services company focused on providing quality learning experiences that cultivate and enhance students’ creativity, today announced preliminary unaudited financial results for the quarter and nine months ended September 30, 2020 (“Third Quarter 2020” and “Nine Months 2020”, respectively).

Third Quarter 2020 Highlights

  • During Third Quarter 2020, student enrollment was 1,225, of which 666 were enrolled in ACG’s portfolio training programs. Approximately 44,203 credit hours (i.e., the standard unit measuring educational credit for the portfolio training program; each credit hour equates to roughly one hour of time committed) were delivered during Third Quarter 2020.
  • Third Quarter 2020 net revenues of RMB42.2 million (US$6.2 million), primarily driven by revenues from portfolio training services
  • Student enrollments and net revenues, particularly those related to the educational travel services business, continued to be impacted by the coronavirus disease (“COVID-19”) during Third Quarter 2020.
  • Third Quarter 2020 net income attributable to ACG of RMB19.3 million (US$2.8 million), compared to net loss attributable to ACG of RMB25.2 million in the prior-year period
  • Nine Months 2020 net revenues of RMB101.3 million (US$14.9 million)
  • Nine Months 2020 net loss from continuing operations attributable to ACG of RMB33.3 million (US$4.9 million), compared to RMB56.3 million in the prior-year period
  • RMB111.9 million (US$16.5 million) in cash and cash equivalents as of September 30, 2020

Management Commentary

Mr. Kevin Ma, Chairman and CEO of ACG, stated, “During the third quarter of 2020, enrollment levels within our portfolio training program increased by 50% with credit hours delivered increasing by over 58% from the prior sequential quarter, which we feel is an incredible achievement considering many students continued to pursue their studies via online delivery when most would likely prefer to do so in-person. The public health situation in China continues to improve, and we are pleased that nearly all of our training centers have been able to resume traditional in-person delivery of coursework. ACG’s acquisition of Beijing Huanqiuyimeng Education Consultation Corp. (‘Huanqiuyimeng’) took place at an opportune time as the two companies had substantially assimilated by early 2020 when the pandemic hit, and it played a key role in our successful transitioning of coursework to the online platform. We worked to develop technology systems that would support Huanqiuyimeng’s daily operations and leveraged our leadership in finance, management and analysis, all of which were crucial elements contributing to our successful navigation of challenges created by the pandemic. The unique circumstances of the pandemic necessitated a transition to an online education model, which has proven advantageous for students who require the increased flexibility remote learning provides and for institutions that can now serve a much wider student population thanks to technology. We believe there remains a great deal of runway for growth, and we are optimistic for our future as we head into 2021.”

Outlook/Impact of COVID-19

Mr. Jun Zhang, President of ACG, stated, “We were pleased to see continued strong enrollment in Third Quarter 2020 as traditional in-person delivery of coursework became increasingly available and many students continued their educations online during the period. The fourth quarter tends to be our busiest time of the year as students are working in earnest to complete their portfolios ahead of year-end application deadlines for entry in the fall of 2021. Given the effects of the pandemic, we anticipate fourth quarter enrollments in our Portfolio Training Program will remain steady. While our educational travel business will continue to be impacted through the remainder of the year, the fall and winter tend to be lighter travel seasons, and we plan to continue offering alternatives to our traditional travel programs, mitigating the overall impact on our business. While the pandemic has undoubtedly overturned the economy and countless lives have been devastated by this disease, our students have shown a great deal of resilience, and we are proud that ACG as an institution has risen to the challenge of continuing to provide the educational opportunities our students seek. We believe we will emerge from the pandemic stronger than before and look forward to supporting our students with additional offerings and improved infrastructure well into the future.”

Operating Review

Enrollment Update

ACG student enrollment for Third Quarter 2020 was 1,225, of which 666 were enrolled in its portfolio training programs, which consist of time-based programs and project-based programs.

A total of 44,203 credit hours were delivered for portfolio training programs during Third Quarter 2020, of which 26,117 credit hours were delivered for time-based programs and 18,086 credit hours were delivered for project-based programs. These courses were delivered either in person through ACG’s nationwide training center network or via online platform.

The following is a summary of the credit hours delivered for ACG’s portfolio training programs, for the period beginning July 1, 2020, to September 30, 2020, compared to those for the prior-year period:


 
July 1 – Sept. 30, 2020   July 1 – Sept. 30, 2019   % Change
  No. of Credit
Hours
  No. of Credit
Hours
   
           
Time-based Program 26,117   36,363   (28.2%)
Project-based Program 18,086   18,868   (4.1%)
Total 44,203   55,231   (
20.0
%)

During Third Quarter 2020, 559 students were enrolled in ACG’s other programs, which consists of overseas study counseling and foreign language training services enrollments as well as enrollments for other educational services such as some short-term online bootcamp programs and other recently launched background enhancement programs, such as internships in fields like fashion and architectural design.

GAAP Results


Note: Impact of Huanqiuyimeng Acquisition on and Certain Adjustments to the Company’s Financial Statements

Following the completion of the Huanqiuyimeng business acquisition whereby Huanqiuyimeng became a wholly owned subsidiary of the Company in 2019, the financial results presented in this press release incorporate financial contributions from Huanqiuyimeng for Third Quarter 2020 and Nine Months 2020. Please note that the prior-year period comparisons in the below financial reviews include approximately two months of contributions from the Huanqiuyimeng business as control of Huanqiuyimeng transitioned to ACG on August 6, 2019. In addition, the Company has applied acquisition accounting and made purchase price allocation (“PPA”) adjustments to various assets acquired and liabilities assumed from the Huanqiuyimeng business acquisition.


Third Quarter 2020 Financial Review

ACG’s total net revenues for Third Quarter 2020 were RMB42.2 million (US$6.2 million), compared to RMB40.6 million in the prior-year period. Net revenues for this quarter include a negative adjustment of RMB6.0 million resulting from amortization of the difference between the carrying value of deferred revenues in Huanqiuyimeng’s book and the fair value of deferred revenues assessed from the PPA process applied to the Huanqiuyimeng business acquisition (“PPA Adjustment to Net Revenues”). Revenues from portfolio training programs were RMB34.2 million, or 81.0% of total net revenues, during the period. Revenues from overseas study counselling services, other educational services and the K-12 business were RMB8.0 million, or 19.0% of total net revenues during the period.

Gross profit for Third Quarter 2020 was RMB15.8 million (US$2.3 million), compared to RMB14.6 million in the prior-year period. Gross margin was 37.4% during the period, compared 35.9% in the prior-year period. Excluding the PPA Adjustment to Net Revenues stated above, gross margin for Third Quarter 2020 would have been 45.2%.

Total operating expenses for Third Quarter 2020 were RMB32.4 million (US$4.8 million), compared to RMB40.8 million in the prior-year period. This decrease was primarily driven by a value-added tax exemption stipulated by the State Authority of Taxation in response to the impact of COVID-19 on the specific industry in which Huanqiuyimeng operates in China in 2020, as well as lower general and administrative costs as a result of reductions in headcount and office space made as part of a general expense savings plan launched in response to COVID-19.

Loss from operations for Third Quarter 2020 was RMB16.5 million (US$2.4 million), compared to RMB26.1 million in the prior-year period.

Net income attributable to ACG for Third Quarter 2020 was RMB19.3 million (US$2.8 million), compared to a net loss of RMB25.2 million in the prior-year period.

For Third Quarter 2020, basic and diluted earnings per common share attributable to ACG were both RMB0.28 (US$0.04), compared to basic and diluted losses per common share attributable to ACG of RMB0.51 for the prior-year period. Basic and diluted earnings per ADS attributable to ACG were both RMB0.56 (US$0.08), compared to basic and diluted losses per ADS attributable to ACG of RMB1.02 in the prior-year period.


Nine Months 2020 Financial Review

ACG’s total net revenues for Nine Months 2020 were RMB101.3 million (US$14.9 million), compared to RMB43.6 million in the prior-year period. Net revenues for the period include a negative adjustment of RMB18.0 million resulting from the PPA Adjustment to Net Revenues, as noted above. Revenues from portfolio training programs were RMB72.4 million, or 71.4% of total net revenues, during the period. Revenues from other education services and the K-12 business were RMB28.9 million, or 28.6% of total net revenues during the period.

Gross profit for Nine Months 2020 was RMB34.1 million (US$5.0 million), compared to RMB15.0 million in the prior-year period. Gross margin was 33.7% during the period, compared to 34.3% in the prior-year period. Excluding the PPA Adjustment to Net Revenues stated above, gross margin for Nine Months 2020 would have been 43.7%.

Total operating expenses for Nine Months 2020 were RMB116.1 million (US$17.1 million), compared to RMB77.3 million in the prior-year period, which included only two months of expenses related to Huanqiuyimeng operations as control transitioned to ACG on August 6, 2019.

Loss from continuing operations for Nine Months 2020 was RMB81.5 million (US$12.0 million), compared to RMB61.7 million in the prior-year period as a result of the increased operating expenses, which were partially offset by the increase in gross profit mentioned above.

Net loss from continuing operations attributable to ACG for Nine Months 2020 was RMB33.3 million (US$4.9 million), compared to RMB56.3 million in the prior-year period.

For Nine Months 2020, basic and diluted losses from continuing operations per common share attributable to ACG were both RMB 0.60 (US$0.09), compared to RMB1.24 for the prior-year period. Basic and diluted losses from continuing operations per ADS attributable to ACG were both RMB 1.20 (US$0.18), compared to RMB2.48 in the prior-year period.

Non-GAAP Measures

Adjusted net income attributable to ACG for Third Quarter 2020, which excludes share-based compensation expense and foreign currency exchange loss (non-GAAP), was RMB19.7 million (US$2.9 million), compared to adjusted net loss of RMB23.3 million in the prior-year period.

Basic and diluted earnings per common share attributable to ACG excluding share-based compensation expense and foreign currency exchange loss (non-GAAP) for Third Quarter 2020, were RMB0.29 (US$0.04). Basic and diluted earnings per ADS attributable to ACG excluding share-based compensation expense and foreign currency exchange loss (non-GAAP) for Third Quarter 2020 were RMB0.58 (US$0.08).

Please see the note about non-GAAP measures and the reconciliation table at the end of this press release.

Other Data

The number of weighted average ADSs used to calculate both basic and diluted earnings per ADS for Third Quarter 2020 was 32.1 million. Each ADS represents two common shares.

Balance Sheet Highlights

As of September 30, 2020, ACG’s cash and cash equivalents were RMB111.9 million (US$16.5 million), working capital deficit was RMB134.9 million (US$19.9 million), and total shareholders’ equity was RMB259.8 million (US$38.3 million); compared to cash and cash equivalents of RMB154.2 million, working capital deficit of RMB81.3 million, and total shareholders’ equity of RMB305.6 million, respectively, as of December 31, 2019.

Update on Share Repurchase Program

In May 2020, ACG’s Board of Directors approved a share repurchase plan authorizing the Company to repurchase up to US$1.0 million of its issued and outstanding ADSs on the open market and through privately negotiated transactions. By November 1, 2020, the Company had repurchased 450,337 ADSs at an average stock price of US$1.2631. This share repurchase plan continues through December 31, 2020. The Board may suspend or discontinue the repurchase program at any time. This repurchase program does not obligate ACG to make additional repurchases at any specific time or in any specific situation.

Conference Call and Webcast Information (With Accompanying Presentation)

ACG will host a conference call at 8 p.m. Eastern Time on Thursday, November 12, 2020 (9 a.m. Beijing time on Friday, November 13, 2020), during which management will discuss the results of the quarter and nine months ended September 30, 2020. Investors are welcome to send any questions in advance of the conference call either through the webcast portal or via email to the Company’s contacts listed below.

To participate in the conference call, please use the following dial-in numbers about 10 minutes prior to the scheduled conference call time:

U.S. & Canada (Toll-Free): +1 (877) 737-7051
International (Toll): +1 (201) 689-8878

  Local Access
China: (400) 120 2840
Hong Kong: (800) 965561
   

A live webcast of the conference call can be accessed at the investor relations section of ACG’s website at www.atai.net.cn or by clicking the following link: https://78449.themediaframe.com/dataconf/productusers/atac/mediaframe/41783/indexl.html.

An accompanying slide presentation in PDF format will also be made available 30 minutes prior to the conference call on the same investor relations section of ACG’s website. To listen to the webcast, please visit ACG’s website a few minutes prior to the start of the call to register, download, and install any necessary audio software.

A replay will be available shortly after the call on the investor relations section of ACG’s website and will remain available for 90 days.

About ATA Creativity Global

ATA Creativity Global is an international educational services company focused on providing quality learning experiences that cultivate and enhance students’ creativity. ATA Creativity Global offers a wide range of education services consisting primarily of portfolio training, educational travel, overseas study counseling and other educational services through its training center network. For more information, please visit ACG’s website at www.atai.net.cn.

Cautionary Note Regarding Forward-looking Statements

This announcement contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, and as defined in the Private Securities Litigation Reform Act of 1995.

These forward-looking statements can be identified by terms such as “anticipate,” “believe,” “could,” “estimate,” “expect,” “forecast,” “future,” “intend,” “look forward to,” “outlook,” “plan,” “should,” “will,” and similar terms and include, among other things, statements regarding ACG’s future growth and results of operations; ACG’s strategy of becoming a leading international education service provider; ACG’s plans for mergers and acquisitions generally; the benefits of the Huanqiuyimeng Acquisition; ACG’s ability to operate efficiently and maintain continued financial strength under unusual circumstances; ACG’s growth strategy, anticipated growth prospects and subsequent business activities; market demand for ACG’s portfolio training programs and other education services; the impact of the COVID-19 outbreak on ACG and its operations; ACG’s plan and anticipated benefits of the measures implemented in response to the COVID-19 outbreak; and the implementation, suspension or termination of the share repurchase program.

The factors that could cause the Company’s actual financial and operating results to differ from what the Company currently anticipates may include its ability to develop and create content that could accommodate needs of potential students, its ability to provide effective creative related international education services and control sales and marketing expenses, its recognition in the marketplace for services it delivered and branding it established, its ability to integrate the acquired business, its ability to maintain market share amid increasing competition, its ability to identify and execute on M&A opportunities within the education sector, the economy of China, uncertainties with respect to China’s legal and regulatory environments, the impact of the COVID-19 outbreak and other factors stated in the Company’s filings with the U.S. Securities and Exchange Commission (“SEC”).

The financial information contained in this release should be read in conjunction with the consolidated financial statements and related notes included in the Company’s annual report on Form 20-F for its fiscal year ended December 31, 2019, and other filings that ACG has made with the SEC. The filings are available on the SEC’s website at www.sec.gov and at ACG’s website at www.atai.net.cn. For additional information on the risk factors that could adversely affect the Company’s business, financial conditions, results of operations, and prospects, please see the “Risk Factors” section of the Company’s Form 20-F for the fiscal year ended December 31, 2019.

The forward-looking statements in this release involve known and unknown risks and uncertainties and are based on current expectations, assumptions, estimates, and projections about ACG and the markets in which it operates. The Company undertakes no obligation to update forward-looking statements, which speak only as of the date of this release, to reflect subsequent events or circumstances, or changes in its expectations, except as may be required by law. Although the Company believes that its expectations and assumptions expressed in these forward-looking statements are reasonable, the Company cannot assure you that its expectations and assumptions will turn out to be correct, and investors are cautioned that actual results may differ materially from the anticipated results.

Currency Convenience Translation

The Company’s financial information is stated in Renminbi (“RMB”), the currency of the People’s Republic of China. The translations of RMB amounts for the quarter and nine months ended September 30, 2020, into U.S. dollars are included solely for the convenience of readers and have been made at the rate of RMB6.7896 to US$1.00, the noon buying rate as of September 30, 2020, in New York for cable transfers in RMB per U.S. dollar as set forth in the H.10 weekly statistical release of the Federal Reserve Board. Such translations should not be construed as representations that RMB amounts could be converted into U.S. dollars at that rate or any other rate, or to be the amounts that would have been reported under U.S. generally accepted accounting principles (“GAAP”).

About Non-GAAP Financial Measures

To supplement ACG’s consolidated financial information presented in accordance with U.S. GAAP, ACG uses the following non-GAAP financial measures: net income (loss) excluding share-based compensation expense and foreign currency exchange gain or loss, and basic and diluted earnings (losses) per common share and ADS excluding share-based compensation expense and foreign currency exchange gain or loss.

The presentation of these non-GAAP financial measures is not intended to be considered in isolation or as a substitute for the financial information prepared and presented in accordance with GAAP. ACG believes these non-GAAP financial measures provide meaningful supplemental information about its performance by excluding share- based compensation expense and foreign currency exchange gain or loss, which may not be indicative of its operating performance.

ACG believes that both management and investors benefit from these non-GAAP financial measures in assessing its performance and when planning and forecasting future periods. These non-GAAP financial measures also facilitate management’s internal comparisons to ACG’s historical performance. ACG computes its non-GAAP financial measures using a consistent method from period to period. ACG believes these non-GAAP financial measures are useful to investors in allowing for greater transparency with respect to supplemental information used by management in its financial and operational decision making. A limitation of using non-GAAP net income (loss) excluding share-based compensation expense and foreign currency exchange gain or loss and basic and diluted earnings (losses) per common share and per ADS excluding share-based compensation expense and foreign currency exchange gain or loss is that share-based compensation charges and foreign currency exchange gain or loss have been, and are expected to continue to be for the foreseeable future, a significant recurring expense in ACG’s business.

Management compensates for these limitations by providing specific information regarding the GAAP amounts excluded from each non-GAAP measure. The table captioned “Reconciliations of Non-GAAP Measures to the Most Comparable GAAP Measures” shown at the end of this news release has more details on the reconciliations between GAAP financial measures that are most directly comparable to the non-GAAP financial measures used by ACG.

For more information on our company, please contact the following individuals:

At the Company   Investor Relations
ATA Creativity Global   The Equity Group Inc.
Amy Tung, CFO   Carolyne Y. Sohn, Vice President
+86 10 6518 1133 x 5518   415-568-2255
[email protected]   [email protected]
     
    Adam Prior, Senior Vice President
    212-836-9606
    [email protected]
     

ATA CREATIVITY GLOBAL AND SUBSIDIARIES
UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS
 
  December 31
,
    September
30,
    September
30,
 
  2019     2020     2020  
  RMB     RMB     USD  
ASSETS          

Current assets:
         
Cash and cash equivalents 154,197,758     111,864,329     16,475,835  
Accounts receivable, net 214,591     752,314     110,804  
Subscription receivable 8,530,931          
Prepaid expenses and other current assets 16,490,369     15,839,853     2,332,958  
Loan receivable, net 4,126,502     4,028,251     593,297  
Total current assets 183,560,151     132,484,747     19,512,894  
           
Long-term investments 45,726,391     76,217,149     11,225,573  
Goodwill 200,478,795     194,754,963     28,684,306  
Property and equipment, net 42,070,794     39,320,610     5,791,300  
Intangible assets, net 135,599,770     119,144,330     17,548,063  
Right-of-use assets 40,786,291     34,878,923     5,137,110  
Deferred income tax assets 11,464,891     1,159,562     170,785  
Other non-current assets 16,402,750     21,718,104     3,198,731  
Total assets 676,089,833     619,678,388     91,268,762  
           
LIABILITIES AND SHAREHOLDERS’ EQUITY          

Current liabilities:
         
Accrued expenses and other payables 47,747,054     41,366,621     6,092,644  
Short-term loan 4,991,000     3,500,000     515,494  
Payable for business acquisition 19,642,082     4,642,082     683,705  
Lease liabilities-current 20,556,017     15,853,671     2,334,993  
Deferred revenues 171,880,131     201,988,560     29,749,700  
Total current liabilities 264,816,284     267,350,934     39,376,536  
           
Other non-current liabilities 12,500,120     17,892,422     2,635,269  
Deferred income tax liabilities 48,241,809     27,112,309     3,993,212  
Total liabilities 325,558,213     312,355,665     46,005,017  
           
Mezzanine equity-redeemable non-controlling
interests
44,896,428     47,566,642     7,005,809  
           

Shareholders’ equity:
         
Common shares 4,692,312     4,716,675     694,691  
Treasury shares (27,737,073 )   (31,740,603 )   (4,674,886 )
Additional paid-in capital 560,814,066     561,009,660     82,627,793  
Accumulated other comprehensive loss (37,478,167 )   (38,838,635 )   (5,720,313 )
Retained earnings (accumulated deficit) (200,151,065 )   (237,694,169 )   (35,008,567 )
Total shareholders’ equity attributable to ACG 300,140,073     257,452,928     37,918,718  
Non-redeemable non-controlling interests 5,495,119     2,303,153     339,218  
Total shareholders’ equity 305,635,192     259,756,081     38,257,936  
Commitments and contingencies          
Total liabilities, mezzanine equity and shareholders’ equity 676,089,833     619,678,388     91,268,762  

ATA CREATIVITY GLOBAL AND SUBSIDIARIES 
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
 
  Three-month Period Ended
  September 30,     September 30,


    September 30,


 
  2019     20
20
    20
20
 
  RMB   RMB   USD
Net revenues 40,648,907     42,220,208     6,218,365  
Cost of revenues 26,075,637     26,440,055     3,894,199  
Gross profit 14,573,270     15,780,153     2,324,166  
           

Operating expenses:
         
Research and development 2,993,184     1,968,166     289,880  
Sales and marketing 13,866,071     14,426,538     2,124,799  
General and administrative 23,967,626     16,023,050     2,359,940  
Total operating expenses 40,826,881     32,417,754     4,774,619  
Other operating income, net 105,184     125,020     18,413  
Loss from operations (26,148,427 )   (16,512,581 )   (2,432,040 )
           

Other income (expense):
         
Investments loss (7,850 )   (655,016 )   (96,473 )
Impairment loss from investment (5,919,198 )   (1,576,391 )   (232,177 )
Change in fair value of long-term investment     34,131,246     5,026,989  
Interest income, net of interest expenses 504,175     233,578     34,402  
Foreign currency exchange gain (loss), net (35,926 )   (65,748 )   (9,684 )
Income (loss) before income taxes (31,607,226 )   15,555,088     2,291,017  
Income tax benefit (3,395,225 )   (2,559,069 )   (376,910 )
Net income
(loss)
(28,212,001 )   18,114,157     2,667,927  
           
Net loss attributable to redeemable non-controlling interests (832,023 )   (467,589 )   (68,868 )
Net loss attributable to non-redeemable non-controlling interests (2,146,674 )   (697,873 )   (102,786 )
Net income (loss) attributable to
ACG
(25,233,304 )   19,279,619     2,839,581  
           

Other comprehensive loss:
         
Foreign currency translation adjustment, net of nil income taxes 1,767,000     (2,933,928 )   (432,121 )
Comprehensive
income (
loss
)
attributable to
ACG
(23,466,304 )   16,345,691     2,407,460  
           
Basic and diluted earnings (losses) per common share attributable to ACG (0.51 )   0.28     0.04  
Basic and diluted earnings (losses) per ADS attributable to ACG (1.02 )   0.56     0.08  

ATA CREATIVITY GLOBAL AND SUBSIDIARIES UNAUDITED 
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
 
  Nine
-month Period Ended
  September30,     September 30,     September30,


 
  201
9
    20
20
    20
20
 
  RMB   RMB   USD
Net revenues 43,631,500     101,319,831     14,922,798  
Cost of revenues 28,674,651     67,184,166     9,895,158  
Gross profit 14,956,849     34,135,665     5,027,640  
           

Operating expenses:
         
Research and development 9,354,973     6,374,836     938,912  
Sales and marketing 17,045,082     35,872,541     5,283,454  
General and administrative 50,856,838     73,842,659     10,875,848  
Total operating expenses 77,256,893     116,090,036     17,098,214  
Other operating income, net 562,085     471,955     69,511  
Loss from continuing operations (61,737,959 )   (81,482,416 )   (12,001,063 )

Other income (expense):
         
Investments loss (7,850 )   (1,779,478 )   (262,089 )
Impairment loss of long-term investments (5,919,198 )   (1,576,391 )   (232,177 )
Change in fair value of long-term investment     34,131,246     5,026,989  
Interest income, net of interest expenses 2,604,306     884,670     130,298  
Foreign currency exchange gain (loss), net (21,174 )   (126,772 )   (18,671 )
Loss from continuing operations before income taxes (65,081,875 )   (49,949,141 )   (7,356,713 )
Income tax benefit (3,395,225 )   (10,732,321 )   (1,580,700 )
Loss from continuing operations, net of income taxes (61,686,650 )   (39,216,820 )   (5,776,013 )

Discontinued operations:
         
Income from discontinued operations, net of income taxes 4,894,198          
Net loss (56,792,452 )   (39,216,820 )   (5,776,013 )
Net loss attributable to redeemable non-controlling interests from continuing operations (1,928,862 )   (1,615,454 )   (237,931 )
Net loss attributable to non-redeemable non-controlling interests from continuing operations (3,462,882 )   (4,343,933 )   (639,792 )
Net loss attributable to ACG (51,400,708 )   (33,257,433 )   (4,898,290 )
Net loss from continuing operations attributable to ACG (56,294,906 )   (33,257,433 )   (4,898,290 )
Net income from discontinued operations attributable to ACG 4,894,198          
           

Other comprehensive loss:
         
Foreign currency translation adjustment, net of nil income taxes 1,897,146     (1,360,468 )   (200,375 )
Comprehensive loss attributable to ACG (49,503,562 )   (34,617,901 )   (5,098,665 )
           
Basic and diluted losses per common share attributable to ACG (1.14 )   (0.60 )   (0.09 )
Basic and diluted losses per ADS attributable to ACG (2.28 )   (1.20 )   (0.18 )
Basic and diluted losses from continuing operations per common share attributable to ACG (1.24 )   (0.60 )   (0.09 )
Basic and diluted earnings from discontinued operations per common share attributable to ACG 0.10          
Basic and diluted losses from continuing operations per ADS attributable to ACG (2.48 )   (1.20 )   (0.18 )
Basic and diluted earnings from discontinued operations per ADS attributable to ACG 0.20          

RECONCILIATIONS OF NON-GAAP MEASURES
TO THE MOST COMPARABLE GAAP MEASURES
 
  Three-month Period Ended   N
ine-month Period Ended
  September 30,     September 30,   September 30,     September 30,  
  201
9
    20
20
  201
9
    20
20
 
  RMB   RMB   RMB   RMB
GAAP net income (loss) attributable to ACG (25,233,304 )   19,279,619   (51,400,708 )   (33,257,433 )
Share-based compensation expenses 1,880,228     388,208   4,782,335     1,384,300  
Foreign currency exchange loss, net 35,926     65,748   21,174     126,772  
Non-GAAP net income (loss) attributable to ACG (23,317,150 )   19,733,575   (46,597,199 )   (31,746,361 )
               
GAAP earnings (losses) per common share attributable to ACG              
Basic and diluted (0.51 )   0.28   (1.14 )   (0.60 )
               
Non-GAAP earnings (losses) per common share attributable to ACG              
Basic and diluted (0.47 )   0.29   (1.04 )   (0.58 )