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Golub Capital BDC, Inc. Announces Fiscal Year 2020 Fourth Quarter Financial Results and Declares Fiscal Year 2021 First Quarter Distribution of $0.29 Per Share

PR Newswire

NEW YORK, Nov. 30, 2020 /PRNewswire/ — Golub Capital BDC, Inc., a business development company (Nasdaq: GBDC), today announced its financial results for its fourth fiscal quarter ended September 30, 2020.


Except where the context suggests otherwise, the terms “we,” “us,” “our,” and “Company” refer to Golub Capital BDC, Inc. and its consolidated subsidiaries. “GC Advisors” refers to GC Advisors LLC, our investment adviser.


SELECTED FINANCIAL HIGHLIGHTS

(in thousands, expect per share data)


September 30, 2020


June 30, 2020

Investment portfolio, at fair value

$

4,238,210

$

4,250,370

Total assets

$

4,444,284

$

4,391,720

Net asset value per share

$

14.33

$

14.05


Quarter Ended


September 30, 2020


June 30, 2020

Net investment income per share

$

0.23

$

0.23

Amortization of purchase premium per share

$

0.05

$

0.05

Adjusted net investment income per share1

$

0.28

$

0.28

Net realized/unrealized gain/(loss) per share

$

0.34

$

0.71

Reversal of realized / unrealized loss resulting from the amortization of the purchase premium per share

$

(0.05)

$

(0.05)

Adjusted net realized/unrealized gain/(loss) per share1

$

0.29

$

0.66

Earnings/(loss) per share

$

0.57

$

0.93

Retroactive adjustment to per share data resulting from the rights offering

$

—

$

0.01

Adjusted earnings/(loss) per share1

$

0.57

$

0.94

Net asset value per share

$

14.33

$

14.05

Distributions paid per share

$

0.29

$

0.29


1  

On September 16, 2019, the Company completed its acquisition of Golub Capital Investment Corporation (“GCIC”). The merger was accounted for under the asset acquisition method of accounting in accordance with Accounting Standards Codification 805-50, Business Combinations — Related Issues. Under asset acquisition accounting, where the consideration paid to GCIC’s stockholders exceeded the relative fair values of the assets acquired, the premium paid by the Company was allocated to the cost of the GCIC assets acquired by the Company pro-rata based on their relative fair value. Immediately following the acquisition of GCIC, the Company recorded its assets at their respective fair values and, as a result, the purchase premium allocated to the cost basis of the GCIC assets acquired was immediately recognized as unrealized depreciation on the Company’s Consolidated Statement of Operations. The purchase premium allocated to investments in loan securities acquired from GCIC will amortize over the life of the loans through interest income with a corresponding reversal of the unrealized depreciation on such loans acquired through their ultimate disposition. The purchase premium allocated to investments in equity securities will not amortize over the life of the equity securities through interest income and, assuming no subsequent change to the fair value of the GCIC equity securities acquired and disposition of such equity securities at fair value, the Company will recognize a realized loss with a corresponding reversal of the unrealized depreciation upon disposition of the GCIC equity securities acquired.

As a supplement to U.S. generally accepted accounting principles (“GAAP”) financial measures, the Company is providing the following non-GAAP financial measures that it believes are useful for the reasons described below:

•


“Adjusted Net Investment Income” and “Adjusted Net Investment Income Per Share” – excludes the amortization of the purchase premium and the accrual for the capital gain incentive fee required under GAAP (including the portion of such accrual that is not payable under the Company’s investment advisory agreement) from net investment income calculated in accordance with GAAP.

•


“Adjusted Net Realized and Unrealized Gain/(Loss)” and “Adjusted Net Realized and Unrealized Gain/(Loss) Per Share” – excludes the unrealized loss resulting from the purchase premium write-down and the corresponding reversal of the unrealized loss from the amortization of the premium from the determination of realized and unrealized gain/(loss) in accordance with GAAP.

•


“Adjusted Net Income/(Loss)” and “Adjusted Earnings/(Loss) Per Share” – calculates net income and earnings per share based on Adjusted Net Investment Income and Adjusted Net Realized and Unrealized Gain/(Loss). “Adjusted earnings per share” also excludes the impact of the retroactive adjustment to the weighted average shares calculation due to the bonus element of the rights offering and the resulting impact on earnings per share.

The Company believes that excluding the financial impact of the purchase premium write down in the above non-GAAP financial measures is useful for investors as it is a non-cash expense/loss resulting from the acquisition of GCIC and is one method the Company uses to measure its financial condition and results of operations. In addition, the Company believes excluding the accrual of the capital gain incentive fee in the above non-GAAP financial measures is useful as it includes the portion of such accrual that is not contractually payable under the terms of the Company’s investment advisory agreement with GC Advisors.  Finally, the Company believes excluding the impact of the retroactive adjustment to the weighted average shares calculation due to the bonus element of the rights offering and the resulting impact on per share data is useful for investors as it presents per share financial data that is consistent with what was previously reported.

Fourth Fiscal Quarter 2020 Highlights

  • Net investment income per share for each of the quarters ended September 30, 2020 and June 30, 2020 was $0.23. Excluding $0.05 per share in purchase premium amortization from the GCIC acquisition, Adjusted Net Investment Income Per Share1 for each of the quarters ended September 30, 2020 and June 30, 2020 was $0.28.
  • Net realized and unrealized gain per share for the quarter ended September 30, 2020 was $0.34. Adjusted Net Realized and Unrealized Gain Per Share1 was $0.29 when excluding the $0.05 per share reversal of net realized loss and unrealized depreciation resulting from the amortization of purchase premium. The Adjusted Net Realized and Unrealized Gain Per Share1 for the quarter ended September 30, 2020 primarily resulted from a partial reversal in unrealized depreciation in the fair value of some of our portfolio company investments that was recognized during the quarter ended March 31, 2020 primarily due to the adverse economic effects of the COVID-19 pandemic. The partial reversal in unrealized depreciation for the quarter ended September 30, 2020 was primarily attributable to the strong rebound in the U.S. economy from the heavily COVID-impacted quarter ended June 30, 2020, portfolio companies that generally continued to perform better than expected during the period, especially those in COVID-impacted sub-sectors, and private equity sponsors that have generally continued to step up to support their portfolio companies. For additional analysis refer to the Quarter Ended 9.30.20 Investor Presentation available on the Investor Resources link on the homepage of Company’s website (www.golubcapitalbdc.com) under Events/Presentations. The Investor Presentation was also filed with the Securities and Exchange Commission as an Exhibit to a Form 8-K. These results compare to net realized and unrealized gain per share of $0.71 during the quarter ended June 30, 2020. Adjusted Net Realized and Unrealized Gain Per Share1 for the quarter ended June 30, 2020 was $0.66 when excluding the $0.05 per share reversal of net realized loss and unrealized loss resulting from the amortization of purchase premium.
  • Earnings per share for the quarter ended September 30, 2020 was $0.57 as compared to $0.93 for the quarter ended June 30, 2020. Adjusted Earnings Per Share1 for the quarter ended September 30, 2020 was $0.57 as compared to $0.94 for the quarter ended June 30, 2020.
  • Net asset value per share increased to $14.33 at September 30, 2020 from $14.05 at June 30, 2020.
  • On September 29, 2020, we paid a quarterly distribution of $0.29 per share and on November 20, 2020, our board of directors declared a quarterly distribution of $0.29 per share, which is payable on December 30, 2020 to stockholders of record as of December 11, 2020.

Portfolio and Investment Activities

As of September 30, 2020, the Company had investments in 254 portfolio companies with a total fair value of $4,238.2 million. This compares to the Company’s portfolio as of June 30, 2020, as of which date the Company had investments in 254 portfolio companies with a total fair value of $4,250.4 million. Investments in portfolio companies as of September 30, 2020 and June 30, 2020 consisted of the following:


As of September 30, 2020


As of June 30, 2020


Investments


Percentage of


Investments


Percentage of


at Fair Value


Total


at Fair Value


Total


Investment Type


(In thousands)


Investments


(In thousands)


Investments

Senior secured

$

640,213

15.1

%

$

604,452

14.2

%

One stop

3,485,585

82.2

3,548,148

83.5

Junior debt*

20,215

0.5

20,978

0.5

Equity

92,197

2.2

76,792

1.8

Total

$

4,238,210

100.0

%

$

4,250,370

100.0

%


*

Junior debt is comprised of subordinated debt and second lien loans. 

The following table shows the asset mix of our new investment commitments for the three months ended September 30, 2020:


For the three months ended September 30, 2020


New Investment


Commitments


Percentage of


(In thousands)


Commitments

Senior secured

$

38,720

27.4

%

One stop

99,982

70.8

Equity

2,546

1.8

Total new investment commitments

$

141,248

100.0

%

Total investments in portfolio companies at fair value were $4,238.2 million at September 30, 2020.  As of September 30, 2020, total assets were $4,444.3 million, net assets were $2,396.2 million and net asset value per share was $14.33. 

Consolidated Results of Operations

For the fourth fiscal quarter of 2020, the Company reported GAAP net income and Adjusted Net Income1 of $94.6 million or $0.57 per share. GAAP net investment income was $39.3 million or $0.23 per share and Adjusted Net Investment Income1 was $47.2 million or $0.28 per share. GAAP net realized and unrealized gain was $55.3 million or $0.34 per share and Adjusted Realized and Unrealized Gain/(Loss)1 was $47.4 million or $0.29 per share.

Net income can vary substantially from period to period due to various factors, including the level of new investment commitments, the recognition of realized gains and losses and unrealized appreciation and depreciation, including as a result of the effects of the COVID-19 pandemic, and as a result of the acquisition of GCIC. As a result, quarterly comparisons of net income may not be meaningful. 

Liquidity and Capital Resources

The Company’s liquidity and capital resources are derived from the Company’s debt securitizations (also known as collateralized loan obligations, or CLOs), U.S. Small Business Administration, or SBA, debentures, revolving credit facilities and cash flow from operations. The Company’s primary uses of funds from operations include investments in portfolio companies and payment of fees and other expenses that the Company incurs. The Company has used, and expects to continue to use, its debt securitizations, SBA debentures, revolving credit facilities, proceeds from its investment portfolio and proceeds from offerings of its securities and its dividend reinvestment plan to finance its investment objectives.

As of September 30, 2020, we had cash, cash equivalents and foreign currencies of $25.1 million, restricted cash, cash equivalents and foreign currencies of $159.3 million and $2,023.7 million of debt outstanding. As of September 30, 2020, subject to leverage and borrowing base restrictions, we had approximately $283.6 million of remaining commitments and $106.0 million of availability, in the aggregate, on our revolving credit facilities with various banks. In addition, as of September 30, 2020, we had $100.0 million of remaining commitments and availability on our unsecured line of credit with GC Advisors and $29.0 million of unfunded debenture commitments available to be drawn, subject to customary SBA regulatory requirements.

On September 30, 2020, we priced a $400.0 million unsecured notes offering. The offering closed on October 2, 2020 and proceeds from the offering were used to pay down existing debt, including a full repayment of the $153.5 million outstanding as of September 30, 2020 on our revolving credit facility with Deutsche Bank. Following such repayment, the agreements governing the Deutsche Bank credit facility were terminated.

Portfolio and Asset Quality

GC Advisors regularly assesses the risk profile of each of the Company’s investments and rates each of them based on an internal system developed by Golub Capital and its affiliates. This system is not generally accepted in our industry or used by our competitors. It is based on the following categories, which we refer to as GC Advisors’ internal performance ratings:


Internal Performance Ratings


Rating


Definition


5

Involves the least amount of risk in our portfolio. The borrower is performing above expectations, and the trends and risk factors are generally favorable.


4

Involves an acceptable level of risk that is similar to the risk at the time of origination. The borrower is generally performing as expected, and the risk factors are neutral to favorable.


3

Involves a borrower performing below expectations and indicates that the loan’s risk has increased somewhat since origination. The borrower could be out of compliance with debt covenants; however, loan payments are generally not past due.


2

Involves a borrower performing materially below expectations and indicates that the loan’s risk has increased materially since origination. In addition to the borrower being generally out of compliance with debt covenants, loan payments could be past due (but generally not more than 180 days past due).


1

Involves a borrower performing substantially below expectations and indicates that the loan’s risk has substantially increased since origination. Most or all of the debt covenants are out of compliance and payments are substantially delinquent. Loans rated 1 are not anticipated to be repaid in full and we will reduce the fair market value of the loan to the amount we anticipate will be recovered.

Our internal performance ratings do not constitute any rating of investments by a nationally recognized statistical rating organization or represent or reflect any third-party assessment of any of our investments.  For additional analysis on the Company’s internal performance ratings as of September 30, 2020 and the impact from COVID-19, please refer to the Quarter Ended 9.30.2020 Investor Presentation available on Investors Resources link on the homepage of the Company’s website (www.golubcapitalbdc.com) under Events/Presentations.  

The following table shows the distribution of the Company’s investments on the 1 to 5 internal performance rating scale at fair value as of September 30, 2020 and June 30, 2020:


September 30, 2020


June 30, 2020


Internal


Investments


Percentage of


Investments


Percentage of


Performance


at Fair Value


Total


at Fair Value


Total


Rating


(In thousands)


Investments


(In thousands)


Investments

5

$

257,409

6.1

%

$

46,375

1.1

%

4

3,085,610

72.8

3,184,929

74.9

3

836,560

19.7

948,227

22.3

2

57,754

1.4

70,218

1.7

1

877

0.0

*

621

0.0

*

Total

$

4,238,210

100.0

%

$

4,250,370

100.0

%

*

Represents an amount less than 0.1%.


1

See footnote 1 to ‘Selected Financial Highlights’ above.

Conference Call

The Company will host an earnings conference call at 11:00 a.m. (Eastern Time) on Tuesday, December 1, 2020 to discuss the quarterly financial results. All interested parties may participate in the conference call by dialing (800) 771-6759 approximately 10-15 minutes prior to the call; international callers should dial (212) 231-2912. Participants should reference Golub Capital BDC, Inc. when prompted. For a slide presentation that we intend to refer to on the earnings conference call, please visit the Investor Resources link on the homepage of our website (www.golubcapitalbdc.com) and click on the Quarter Ended 9.30.20 Investor Presentation under Events/Presentations. An archived replay of the call will be available shortly after the call until 1:00 p.m. (Eastern Time) on December 31, 2020. To hear the replay, please dial (800) 633-8284. International dialers, please dial (402) 977-9140. For all replays, please reference program ID number 21970317.

 


Golub Capital BDC, Inc. and Subsidiaries


Consolidated Statements of Financial Condition


(In thousands, except share and per share data)


September 30, 2020


June 30, 2020


Assets

(audited)

(unaudited)

Investments, at fair value (cost of $4,398,900 and $4,474,722, respectively)

$

4,238,210

$

4,250,370

Cash and cash equivalents

24,569

29,266

Unrestricted foreign currencies (cost of $567 and $1,173, respectively)

567

1,173

Restricted cash and cash equivalents

157,566

87,584

Restricted foreign currencies (cost of $1,727 and $2,070, respectively)

1,728

2,070

Unrealized appreciation on forward currency contracts

—

720

Interest receivable

17,263

18,589

Other assets

4,381

1,948


Total Assets

$

4,444,284

$

4,391,720


Liabilities

Debt

$

2,023,698

$

2,008,572

Less unamortized debt issuance costs

5,896

4,597

Debt less unamortized debt issuance costs

2,017,802

2,003,975

Unrealized depreciation on forward currency contracts

1,064

—

Interest payable

7,875

11,936

Management and incentive fees payable

17,347

17,518

Accounts payable and accrued expenses

4,003

8,238


Total Liabilities

2,048,091

2,041,667


Net Assets

Preferred stock, par value $0.001 per share, 1,000,000 shares authorized, zero shares issued and outstanding as of September 30, 2020 and June 30, 2020, respectively.

—

—

Common stock, par value $0.001 per share, 200,000,000 shares authorized, 167,259,511 issued and outstanding as of September 30, 2020 and June 30, 2020, respectively.

167

167

Paid in capital in excess of par

2,624,608

2,631,233

Distributable earnings

(228,582)

(281,347)


Total Net Assets

2,396,193

2,350,053


Total Liabilities and Total Net Assets

$

4,444,284

$

4,391,720

Number of common shares outstanding

167,259,511

167,259,511

Net asset value per common share

$

14.33

$

14.05

 

 


Golub Capital BDC, Inc. and Subsidiaries


Consolidated Statements of Operations


(In thousands, except share and per share data)


Three months ended


September 30, 2020


June 30, 2020

(unaudited)

(unaudited)


Investment income

Interest income

$

79,107

$

80,097

GCIC acquisition purchase price premium amortization

(7,925)

(7,558)

Dividend income

111

—

Fee income

720

671


Total investment income

72,013

73,210


Expenses

Interest and other debt financing expenses

13,514

17,516

Base management fee

14,742

14,437

Incentive fee

999

3,081

Professional fees

1,420

1,324

Administrative service fee

1,576

1,613

General and administrative expenses

448

171


Total expenses

32,699

38,142


Net investment income

39,314

35,068


Net gain (loss) on investment transactions

Net realized gain (loss) from:

Investments

(4,572)

(4,925)

Foreign currency transactions

5

1

Net realized gain (loss) in investment transactions

(4,567)

(4,924)

Net change in unrealized appreciation (depreciation) from:

Investments

63,664

113,432

Translation of assets and liabilities in foreign currencies

(1,980)

(1,222)

Forward currency contracts

(1,785)

(211)

Net change in unrealized appreciation (depreciation) on investment transactions

59,899

111,999


Net gain (loss) on investments

55,332

107,075


Net increase (decrease) in net assets resulting from operations

$

94,646

$

142,143


Per Common Share Data

Basic and diluted earnings (loss) per common share

$

0.57

$

0.93

Dividends and distributions declared per common share

$

0.29

$

0.29

Basic and diluted weighted average common shares outstanding

167,259,511

153,184,678

 

ABOUT GOLUB CAPITAL BDC, INC.

Golub Capital BDC, Inc. is an externally-managed, non-diversified closed-end management investment company that has elected to be treated as a business development company under the Investment Company Act of 1940. Golub Capital BDC Inc. invests primarily in one-stop and other senior secured loans of U.S. middle-market companies that are often sponsored by private equity investors. Golub Capital BDC, Inc.’s investment activities are managed by its investment adviser, GC Advisors LLC, an affiliate of the Golub Capital group of companies (“Golub Capital”).

ABOUT GOLUB CAPITAL

Golub Capital is a market-leading, award-winning direct lender and credit asset manager, with over $30 billion of capital under management. Golub Capital specializes in delivering reliable, creative and compelling financing solutions to middle market companies backed by private equity sponsors. The firm’s credit expertise also forms the foundation of its Late Stage Lending business and its Broadly Syndicated Loan investment program. Across its activities, Golub Capital nurtures long-term, win-win partnerships that inspire repeat business from its private equity sponsor clients and investors. Founded over 25 years ago, Golub Capital today has over 500 employees and lending offices in Chicago, New York, and San Francisco. For more information, please visit golubcapital.com. 

FORWARD-LOOKING STATEMENTS

This press release may contain “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Statements other than statements of historical facts included in this press release may constitute forward-looking statements and are not guarantees of future performance or results and involve a number of risks and uncertainties. Actual results may differ materially from those expressed or implied in the forward-looking statements as a result of a number of factors, including those described from time to time in filings with the Securities and Exchange Commission. Golub Capital BDC, Inc. undertakes no duty to update any forward-looking statement made herein. All forward-looking statements speak only as of the date of this press release.

 

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SOURCE Golub Capital BDC, Inc.

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Fannie Mae Releases October 2020 Monthly Summary

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WASHINGTON, Nov. 30, 2020 /PRNewswire/ — Fannie Mae’s (OTCQB: FNMA) October 2020 Monthly Summary is now available. The monthly summary report contains information about Fannie Mae’s monthly and year-to-date activities for our gross mortgage portfolio, mortgage-backed securities and other guarantees, interest rate risk measures, serious delinquency rates, and loan modifications.

About Fannie Mae
Fannie Mae helps make the 30-year fixed-rate mortgage and affordable rental housing possible for millions of Americans. We partner with lenders to create housing opportunities for families across the country. We are driving positive changes in housing finance to make the home buying process easier, while reducing costs and risk. To learn more, visit: fanniemae.com | Twitter | Facebook | LinkedIn | Instagram | YouTube | Blog

Fannie Mae Newsroom

https://www.fanniemae.com/news

Photo of Fannie Mae

https://www.fanniemae.com/resources/img/about-fm/fm-building.tif

Fannie Mae Resource Center
1-800-2FANNIE

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SOURCE Fannie Mae

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Verra Mobility to Present at Credit Suisse 24th Annual Technology Conference

PR Newswire

MESA, Ariz., Nov. 30, 2020 /PRNewswire/ — Verra Mobility (NASDAQ: VRRM), a leading provider of smart mobility technology solutions, today announced that Patricia Chiodo, CFO, is scheduled to participate in the Credit Suisse 24th Annual Technology Conference and present on Tuesday, December 1, 2020 at 2:50 p.m. Mountain Time (4:50 p.m. Eastern Time).

A live webcast, as well as the replay, of these presentations will be accessible from the Investor Calendar section of Verra Mobility’s website at http://ir.verramobility.com/.

About Verra Mobility
Verra Mobility is committed to developing and using the latest in technology and data intelligence to help make transportation safer and easier. As a global company, Verra Mobility sits at the center of the mobility ecosystem – one that brings together vehicles, devices, information, and people to solve complex challenges faced by our customers and the constituencies they serve.

Verra Mobility serves the world’s largest commercial fleets and rental car companies to manage tolling transactions and violations for millions of vehicles. As a leading provider of connected systems, Verra Mobility processes millions of transactions each year through connectivity with more than 50 individual tolling authorities and more than 400 issuing authorities. Verra Mobility also fosters the development of safe cities, partnering with law enforcement agencies, transportation departments and school districts across North America operating thousands of red-light, speed, bus lane and school bus stop arm safety cameras. Arizona-based Verra Mobility operates in more than 15 countries. For more information, visit www.verramobility.com.

Investor Contact:

Marc P. Griffin

ICR, Inc., for Verra Mobility
646-277-1290
[email protected]

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SOURCE Verra Mobility

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Noah Holdings Limited Announces US$100 Million Share Repurchase Program

PR Newswire

SHANGHAI, Nov. 30, 2020 /PRNewswire/ — Noah Holdings Limited (“Noah” or the “Company”) (NYSE: NOAH), a leading wealth and asset management service provider in China with a focus on global investment and asset allocation services for high net worth individuals and enterprises, today announced that its board of directors has approved a share repurchase program (“Share Repurchase Program”), under which Noah is authorized to repurchase up to US$100 million worth of its issued and outstanding American Depositary Shares, two of which represent one Class A Ordinary Share, over the course of two years (“Share Repurchase Program”).

The Share Repurchase Program will be effective after the release of the Company’s operating and financial results for the third quarter of 2020 on Form 6-K, which has been filed with the SEC on December 1, 2020, subject to the relevant rules under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the Company’s insider trading policy.

The proposed share repurchases may be made from time to time on the open market, in open-market transactions in compliance with Rule 10b5-1 of the Exchange Act and/or through other legally permissible means, depending on market conditions and in accordance with the applicable rules and regulations. The timing and conditions of the share repurchases will be subject to market conditions, share price, corporate and regulatory requirements and other factors.  Noah’s management will review the Share Repurchase Program periodically, and has been authorized to make adjustment of its terms and size at its discretion. The Company expects to utilize its existing funds to fund repurchases made under this program.

“The Share Repurchase Program reflects our continued confidence in our business prospects and China’s wealth management industry. We are committed to increasing shareholder value and believe that our shares are currently undervalued in the marketplace,” commented Ms. Jingbo Wang, Noah’s Co-Founder and CEO.

ABOUT NOAH HOLDINGS LIMITED

Noah Holdings Limited (NYSE: NOAH) is a leading wealth and asset management service provider in China with a focus on high net worth individuals. In the first nine months of 2020, Noah distributed RMB73.4 billion (US$10.8 billion) of financial products. Through Gopher Asset Management, Noah had assets under management of RMB155.7 billion (US$22.9 billion) as of September 30, 2020.

Noah’s wealth management business primarily distributes private equity, public securities, credit and insurance products denominated in RMB and other currencies. Noah delivers customized financial solutions to clients through a network of 1,204 relationship managers across 266 service centers in 79 cities in mainland China, and serves the international investment needs of its clients through offices in Hong Kong, Taiwan, United States, Canada, Australia and Singapore. The Company’s wealth management business had 350,409 registered clients as of September 30, 2020. As a leading alternative multi-asset manager in China, Gopher Asset Management manages private equity, real estate, public securities, credit and multi-strategy investments denominated in Renminbi and other currencies. The Company also provides lending services and other businesses.

For more information, please visit Noah at ir.noahgroup.com.

SAFE HARBOR STATEMENTS

This announcement contains forward-looking statements. These statements are made under the “safe harbor” provisions of the U.S. Private Securities Litigation Reform Act of 1995. These forward-looking statements can be identified by terminology such as “will,” “expects,” “anticipates,” “future,” “intends,” “plans,” “believes,” “estimates,” “confident” and similar statements. Among other things, the outlook for 2020 and quotations from management in this announcement, as well as Noah’s strategic and operational plans, contain forward-looking statements. Noah may also make written or oral forward-looking statements in its periodic reports to the U.S. Securities and Exchange Commission, in its annual report to shareholders, in press releases and other written materials and in oral statements made by its officers, directors or employees to third parties. Statements that are not historical facts, including statements about Noah’s beliefs and expectations, are forward-looking statements. Forward-looking statements involve inherent risks and uncertainties. A number of factors could cause Noah’s actual results to differ materially from those contained in any forward-looking statement, including but not limited to the following: its goals and strategies; its future business development, financial condition and results of operations; the expected growth of the wealth management and asset management market in China and internationally; its expectations regarding demand for and market acceptance of the products it distributes; its expectations regarding keeping and strengthening its relationships with key clients; relevant government policies and regulations relating to its industries; its ability to attract and retain qualified employees; its ability to stay abreast of market trends and technological advances; its plans to invest in research and development to enhance its product choices and service offerings; competition in its industries in China and internationally; general economic and business conditions in China; and its ability to effectively protect its intellectual property rights and not to infringe on the intellectual property rights of others. Further information regarding these and other risks is included in Noah’s filings with the U.S. Securities and Exchange Commission, including its annual reports on Form 20-F. All information provided in this press release and in the attachments is as of the date of this press release, and Noah does not undertake any obligation to update any such information, including forward-looking statements, as a result of new information, future events or otherwise, except as required under the applicable law.

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SOURCE Noah Holdings Limited

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Charter to Participate in UBS Global TMT Virtual Conference

PR Newswire

STAMFORD, Conn., Nov. 30, 2020 /PRNewswire/ — Charter Communications, Inc. (NASDAQ: CHTR) (along with its subsidiaries, “Charter”) today announced that Tom Rutledge, Chairman and Chief Executive Officer, will participate in the UBS Global TMT Virtual Conference on Monday, December 7, 2020. Mr. Rutledge’s remarks are scheduled to begin at 1:00 p.m. EST.

A live webcast of the virtual event can be accessed on Charter’s investor relations website, ir.charter.com. Following the live broadcast, the webcast will be archived at ir.charter.com.


About Charter


Charter Communications, Inc. (NASDAQ:CHTR) is a leading broadband connectivity company and cable operator serving more than 30 million customers in 41 states through its Spectrum brand. Over an advanced communications network, the company offers a full range of state-of-the-art residential and business services including Spectrum Internet®, TV, Mobile and Voice.

For small and medium-sized companies, Spectrum Business® delivers the same suite of broadband products and services coupled with special features and applications to enhance productivity, while for larger businesses and government entities, Spectrum Enterprise provides highly customized, fiber-based solutions. Spectrum Reach® delivers tailored advertising and production for the modern media landscape. The company also distributes award-winning news coverage, sports and high-quality original programming to its customers through Spectrum Networks and Spectrum Originals. More information about Charter can be found at corporate.charter.com.

Cision View original content to download multimedia:http://www.prnewswire.com/news-releases/charter-to-participate-in-ubs-global-tmt-virtual-conference-301180658.html

SOURCE Charter Communications, Inc.

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Bill.com Announces Closing of $1.15 Billion of 0% Convertible Senior Notes due 2025, Including Full Exercise of Initial Purchasers’ $150.0 Million Option to Purchase Additional Notes

Bill.com Announces Closing of $1.15 Billion of 0% Convertible Senior Notes due 2025, Including Full Exercise of Initial Purchasers’ $150.0 Million Option to Purchase Additional Notes

PALO ALTO, Calif.–(BUSINESS WIRE)–
Bill.com Holdings, Inc. (NYSE: BILL) (“Bill.com”) today announced that it has closed its offering of 0% convertible senior notes due 2025 (the “notes”) for gross proceeds of $1.15 billion. The proceeds include the full exercise of the $150.0 million option granted by Bill.com to the initial purchasers of the notes. The notes were offered and sold in a private placement to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the “Act”).

The notes are senior, unsecured obligations of Bill.com, will not bear regular interest, and the principal amount of the notes will not accrete. The notes will mature on December 1, 2025, unless earlier converted, redeemed or repurchased in accordance with the terms of the notes. Prior to 5:00 p.m., New York City time, on the business day immediately preceding September 1, 2025, the notes are convertible at the option of holders only upon satisfaction of certain conditions and during certain periods, and thereafter, at any time until 5:00 p.m., New York City time, on the second scheduled trading day immediately preceding the maturity date. Upon conversion, the notes may be settled in shares of Bill.com’s common stock (the “common stock”), cash or a combination of cash and shares of common stock, at the election of Bill.com.

The notes have an initial conversion rate of 6.2159 shares of common stock per $1,000 principal amount of notes (which is subject to adjustment in certain circumstances). This is equivalent to an initial conversion price of approximately $160.88 per share. The initial conversion price represents a premium of approximately 47.5% to the $109.07 per share closing price of the common stock on the New York Stock Exchange on November 24, 2020.

Holders of the notes have the right to require Bill.com to repurchase for cash all or a portion of their notes at 100% of their principal amount, plus any accrued and unpaid special interest, upon the occurrence of a fundamental change (as defined in the indenture relating to the notes). Bill.com is also required to increase the conversion rate for holders who convert their notes in connection with certain fundamental changes or a redemption notice, as the case may be, prior to the maturity date. The notes are redeemable, in whole or in part, for cash at Bill.com’s option at any time, and from time to time, on or after December 5, 2023, but only if the last reported sale price per share of the common stock has been at least 130% of the conversion price then in effect for a specified period of time.

Bill.com estimates that the net proceeds from the offering will be approximately $1.1 billion, after deducting the initial purchasers’ discount and estimated offering expenses payable by Bill.com. Bill.com used approximately $87.9 million of the net proceeds to pay the cost of the capped call transactions described below.

Bill.com intends to use the remaining net proceeds for general corporate purposes, which may include working capital, capital expenditures and potential acquisitions and strategic transactions. From time to time, Bill.com evaluates potential acquisitions and strategic transactions involving businesses, technologies or products. However, Bill.com has not designated any specific uses and has no current agreements with respect to any acquisitions or strategic transactions.

In connection with the pricing of the notes and the full exercise of the option by the initial purchasers to purchase additional notes, Bill.com entered into capped call transactions with one or more financial institutions (the “option counterparties”). The capped call transactions are expected generally to reduce the potential dilution to the common stock upon any conversion of the notes and/or offset any cash payments Bill.com is required to make in excess of the principal amount of converted notes, as the case may be, with such reduction and/or offset subject to a cap.

This announcement is neither an offer to sell nor a solicitation of an offer to buy any of these securities (including the shares of the common stock, if any, into which the notes are convertible) and shall not constitute an offer, solicitation or sale in any jurisdiction in which such offer, solicitation or sale is unlawful. Any offers of the notes will be made only by means of a private offering memorandum.

The notes and any shares of the common stock issuable upon conversion of the notes have not been registered under the Act, or any state securities laws and may not be offered or sold in the United States absent registration or an applicable exemption from such registration requirements.

Cautionary Statement Regarding Forward-Looking Statements

This press release may include forward-looking statements within the meaning Section 27A of the Private Securities Litigation Reform Act. Words such as “anticipate,” “believe,” “estimate,” “expect,” “intend,” “should,” “will” and variations of these terms or the negative of these terms and similar expressions are intended to identify these forward-looking statements. Forward-looking statements in this press release may include but are not limited to statements regarding the expected use of net proceeds of the offering. Factors that may contribute to such differences include, but are not limited to, risks related to prevailing market and other general economic, industry or political conditions in the United States or internationally, the impact of COVID-19 and the expected use of the net proceeds from the offering, which could change as a result of market conditions. The foregoing list of risks and uncertainties is illustrative, but is not exhaustive. For information about other potential factors that could affect Bill.com’s business and financial results, please review the “Risk Factors” described in Bill.com’s Annual Report on Form 10-K for the fiscal year ended June 30, 2020 and Bill.com’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2020 filed with the Securities and Exchange Commission (the “SEC”), and in Bill.com’s other filings with the SEC. These forward-looking statements speak only as of the date hereof or as of the date otherwise stated herein. Bill.com disclaims any obligation to update these forward-looking statements.

IR Contact:

Karen Sansot

[email protected]

Press Contact:

Oriana Branon

[email protected]

KEYWORDS: California United States North America

INDUSTRY KEYWORDS: Professional Services Data Management Technology Finance Software Internet

MEDIA:

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Sunnova Announces Launch of Primary and Secondary Offering of Shares of Common Stock

Sunnova Announces Launch of Primary and Secondary Offering of Shares of Common Stock

HOUSTON–(BUSINESS WIRE)–
Sunnova Energy International Inc. (“Sunnova”) (NYSE: NOVA) today announced that it has launched an underwritten public offering (the “Offering”) of 7,000,000 shares of Sunnova’s common stock, par value $0.0001 per share (the “common stock”), which consists of 3,500,000 shares of common stock offered by Sunnova and 3,500,000 shares of common stock offered by a fund affiliated with Newlight Partners (the “Selling Stockholder”).

Sunnova intends to grant the underwriters a 30-day option to purchase an additional 525,000 shares of common stock, and the Selling Stockholder intends to grant the underwriters a 30-day option to purchase an additional 525,000 shares of common stock.

Goldman Sachs & Co. LLC, BofA Securities, J.P. Morgan and Credit Suisse are acting as joint book-running managers of the Offering.

Sunnova has filed a shelf registration statement on Form S-3 relating to the Offering (including a prospectus) with the Securities and Exchange Commission (the “SEC”) that has become effective. The shares will be issued and sold pursuant to such effective registration statement. A preliminary prospectus supplement relating to the Offering will also be filed with the SEC. Before you invest, you should read the prospectus, the preliminary prospectus supplement and other documents that Sunnova may file with the SEC for more complete information about Sunnova and this Offering. A copy of the preliminary prospectus supplement relating to the Offering, when available, may be obtained from Goldman Sachs & Co. LLC, Prospectus Department, 200 West Street, New York, NY 10282, Telephone: 1-866-471-2526, Facsimile: 212-902-9316, Email: [email protected]; BofA Securities, NC1-004-03-43, 200 North College Street, 3rd Floor, Charlotte, NC 28255-0001, Attention: Prospectus Department or by email at [email protected]; J.P. Morgan Securities LLC, Attention: Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717, by telephone 1-866-803-9204 or by email at [email protected]; and Credit Suisse Securities (USA) LLC, Attn: Prospectus Department, 6933 Louis Stephens Drive, Morrisville, NC 27560, by calling 1-800-221-1037, or by emailing [email protected].

This press release shall not constitute an offer to sell or the solicitation of an offer to buy these securities, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

ABOUT SUNNOVA

Sunnova Energy International Inc. (NYSE: NOVA) is a leading residential solar and energy storage service provider, with customers across the U.S. and its territories. Sunnova’s goal is to be the source of clean, affordable and reliable energy, with a simple mission: to power energy independence so that homeowners have the freedom to live life uninterrupted™.

FORWARD LOOKING STATEMENTS

This press release 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. Forward-looking statements generally relate to future events or Sunnova’s future financial or operating performance. In some cases, you can identify forward-looking statements because they contain words such as “may,” “will,” “should,” “expect,” “plan,” “anticipate,” “going to,” “could,” “intend,” “target,” “project,” “contemplates,” “believe,” “estimate,” “predict,” “potential” or “continue” or the negative of these words or other similar terms or expressions that concern Sunnova’s expectations, strategy, priorities, plans or intentions. Forward-looking statements in this release include, but are not limited to, statements regarding the conduct of the Offering and the size and terms of the Offering. Sunnova’s expectations and beliefs regarding these matters may not materialize, and actual results in future periods are subject to risks and uncertainties that could cause actual results to differ materially from those projected, including risks regarding our ability to forecast our business due to our limited operating history, the effects of the coronavirus pandemic on our business and operations, results of operations and financial position, our competition, fluctuations in the solar and home-building markets, availability of capital, our ability to attract and retain dealers and customers and our dealer and strategic partner relationships. The forward-looking statements contained in this release are also subject to other risks and uncertainties, including those more fully described in Sunnova’s filings with the SEC, including our Annual Report on Form 10-K for the year ended December 31, 2019, our Quarterly Reports on Form 10-Q for the quarters ended March 31, June 30 and September 30, 2020 and in the registration statement on Form S-3 filed with the SEC. The forward-looking statements in this release are based on information available to Sunnova as of the date hereof, and Sunnova disclaims any obligation to update any forward-looking statements, except as required by law.

INVESTOR AND ANALYST CONTACT

Rodney McMahan

Sunnova Energy International Inc.

[email protected]

(281) 971-3323

PRESS AND MEDIA CONTACT

Kelsey Hultberg

Sunnova Energy International Inc.

[email protected]

KEYWORDS: Texas United States North America

INDUSTRY KEYWORDS: Building Systems Alternative Energy Energy Construction & Property Utilities

MEDIA:

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Shift4 Payments Announces Convertible Notes Offering

Shift4 Payments Announces Convertible Notes Offering

ALLENTOWN, Pa.–(BUSINESS WIRE)–
Shift4 Payments, Inc. (“Shift4”) (NYSE: FOUR), a leading independent provider of integrated payment processing and technology solutions, today announced its intention to offer, subject to market and other conditions, $400.0 million aggregate principal amount of convertible senior notes due 2025 (the “Notes”) in a private offering that is exempt from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”), to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A under the Securities Act. Shift4 also expects to grant the initial purchasers of the Notes an option to purchase, for settlement within a period of 13 days from, and including, the date the Notes are first issued, up to an additional $60.0 million aggregate principal amount of the Notes.

The Notes will be senior, unsecured obligations of Shift4, will accrue interest payable semi-annually in arrears and will mature on December 15, 2025, unless earlier repurchased, redeemed or converted. Before September 15, 2025, noteholders will have the right to convert their Notes in certain circumstances and during specified periods. Shift4 will settle conversions by paying or delivering, as applicable, cash, shares of its Class A common stock (“Class A common stock”) or a combination of cash and shares of its Class A common stock, at Shift4’s election. The Notes will be redeemable, in whole or in part, for cash at Shift4’s option at any time, and from time to time, on or after December 20, 2023 and on or before the 40th scheduled trading day immediately before the maturity date, but only if the last reported sale price per share of Shift4’s Class A common stock exceeds 130% of the conversion price for a specified period of time. The redemption price will be equal to the principal amount of the Notes to be redeemed, plus accrued and unpaid interest, if any, to, but excluding, the redemption date. The final terms of the Notes, including the interest rate, initial conversion rate and certain other terms of the Notes, will be determined at the pricing of the offering.

Shift4 intends to use the net proceeds of the offering for general corporate purposes.

Concurrently with the offering of Notes, certain selling stockholders of Shift4 are offering approximately 8,000,000 shares of Shift4’s Class A common stock in an underwritten public offering. Certain selling stockholders also intend to grant the underwriters of that offering a 30-day option to purchase up to an additional 1,200,000 shares of Shift4’s Class A common stock. Nothing contained herein shall constitute an offer to sell or the solicitation of an offer to buy the Class A common stock. The offering of Notes is not contingent upon the concurrent public offering of Class A common stock, and the concurrent public offering of Class A common stock is not contingent upon the offering of Notes.

The offer and sale of the Notes and any shares of Class A common stock issuable upon conversion of the Notes have not been, and will not, be registered under the Securities Act or any other securities laws, and the Notes and any such shares cannot be offered or sold except to persons reasonably believed to be qualified institutional buyers in reliance on the exemption from registration provided by Rule 144A under the Securities Act.

This press release shall not constitute an offer to sell, or the solicitation of an offer to buy, the Notes or any shares of Class A common stock issuable upon conversion of the Notes, nor shall there be any sale of the Notes or any such shares, in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction. Any offers of the Notes will be made only by means of a private offering memorandum.

There can be no assurances that the offering of the Notes will be completed as described herein or at all.

About Shift4 Payments:

Shift4 Payments (NYSE: FOUR) is a leading provider of integrated payment processing and technology solutions, delivering a complete omnichannel ecosystem that extends beyond payments to include a wide range of commerce-enabling services. The company’s technologies help power over 350 software providers in numerous industries, including hospitality, retail, F&B, ecommerce, lodging, gaming, and many more. With over 7,000 sales partners, the company securely processed more than $200 billion in payments volume for over 200,000 businesses in 2019. For more information, visit shift4.com.

Investor Relations:

Sloan Bohlen

610.596.4475

[email protected]

Media Contacts:

James McCusker

[email protected]

Nate Hirshberg

Vice President, Marketing

Shift4 Payments

[email protected]

KEYWORDS: Pennsylvania United States North America

INDUSTRY KEYWORDS: Finance Banking Professional Services Technology Software

MEDIA:

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Shift4 Payments Announces Secondary Offering of Class A Common Stock

Shift4 Payments Announces Secondary Offering of Class A Common Stock

ALLENTOWN, Pa.–(BUSINESS WIRE)–
Shift4 Payments, Inc. (“Shift4”) (NYSE:FOUR), a leading independent provider of integrated payment processing and technology solutions, today announced that certain selling stockholders of Shift4 intend to offer 8,000,000 shares of Shift4’s Class A common stock for sale in an underwritten public offering (the “Secondary Offering”). The selling stockholders also intend to grant the underwriters a 30-day option to purchase up to an additional 1,200,000 shares of Shift4’s Class A common stock.

Shift4 is not selling any shares of Class A common stock in the Secondary Offering, will not receive any proceeds from the sale of shares by the selling stockholders and will not bear any offering expenses.

Goldman Sachs & Co. LLC, Credit Suisse and Citigroup are serving as joint active bookrunners.

A registration statement relating to the Secondary Offering has been filed with the Securities and Exchange Commission but has not yet become effective. The Secondary Offering will be made only by means of a prospectus. These securities may not be sold nor may offers to buy be accepted prior to the time when the registration statement becomes effective. Copies of the preliminary prospectus, when available, may be obtained from Goldman Sachs & Co. LLC, Attn: Prospectus Department, 200 West Street, New York NY 10282 (Tel: 1-866-471-2526, email to [email protected], from Credit Suisse Securities (USA) LLC, Attn: Prospectus Department, 6933 Louis Stephens Drive, Morrisville, North Carolina 27560 (Tel: 800-221-1037 or email to [email protected]) or from Citigroup Global Markets Inc., c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717 (Tel: 800-831-9146 or email to: [email protected]).

Concurrently with the Secondary Offering, Shift4 is offering $400.0 million aggregate principal amount of convertible senior notes (the “Notes”) in a private offering that is exempt from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”), to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A under the Securities Act. Shift4 also intends to grant the initial purchasers of that offering an option to purchase up to an additional $60.0 million aggregate principal amount of the Notes. Nothing contained herein shall constitute an offer to sell or the solicitation of an offer to buy the Notes. The offering of Notes is not contingent upon the Secondary Offering, and the Secondary Offering is not contingent upon the offering of Notes.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy these securities, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

About Shift4 Payments:

Shift4 Payments (NYSE:FOUR) is a leading provider of integrated payment processing and technology solutions, delivering a complete omnichannel ecosystem that extends beyond payments to include a wide range of commerce-enabling services. The company’s technologies help power over 350 software providers in numerous industries, including hospitality, retail, F&B, ecommerce, lodging, gaming, and many more. With over 7,000 sales partners, the company securely processed more than $200 billion in payments volume for over 200,000 businesses in 2019. For more information, visit shift4.com.

Investor Relations:

Sloan Bohlen

610.596.4475

[email protected]

Media:

James McCusker

[email protected]

Nate Hirshberg

Vice President, Marketing

Shift4 Payments

[email protected]

KEYWORDS: Pennsylvania United States North America

INDUSTRY KEYWORDS: Finance Banking Professional Services Technology Software

MEDIA:

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HealthStream to Acquire ANSOS™ Staff Scheduling from Change Healthcare

HealthStream to Acquire ANSOS™ Staff Scheduling from Change Healthcare

Establishes HealthStream as a market leader in healthcare workforce scheduling business; Acquisition is expected to be accretive to the overall financial results of the Company on pro forma basis, excluding deferred revenue write-down

NASHVILLE, Tenn.–(BUSINESS WIRE)–
HealthStream (Nasdaq: HSTM), a leading provider of workforce and provider solutions for the healthcare industry, today announced that it has entered into a definitive agreement to acquire Change Healthcare’s staff scheduling business, which includes their market-leading ANSOS™ Staff Scheduling (“ANSOS”) application and related products.

Highlights:

  • ANSOS™ Staff Scheduling application—which is contracted by over 300 hospitals and health systems, along with related products, is added to HealthStream’s Workforce Solutions segment
  • Acquisition is expected to be accretive to the overall financial results of the Company on a pro forma basis, including its earnings, cash flow, and EPS (before taking into account GAAP required write-downs of acquired deferred revenue)
  • HealthStream to pay approximately $67.5 million in cash for the business

“We are excited to add ANSOS to HealthStream’s growing nurse and staff scheduling business for healthcare providers as we believe this is a major win for everyone: customers, partners, employees, and shareholders,” said Robert A. Frist, Jr., Chief Executive Officer, HealthStream. “The closing of this transaction will establish HealthStream as an industry leader in nurse and staff scheduling for healthcare providers. Considering our strong track record of strengthening acquired products and solutions to deliver even greater value to customers, I believe we are well positioned for continued growth and innovation in workforce management.”

ANSOS is an enterprise solution for healthcare providers that want to anticipate workload requirements, manage labor costs, apply complex work rules, and meet credential requirements for shifts—all for the purpose of optimizing staff deployment. It is used by over 300 hospitals and health systems and continues to be recognized as a market leader in nurse and staff scheduling by KLAS™.

The addition of Change Healthcare’s staff scheduling business will expand HealthStream’s growing portfolio of solutions for staff scheduling and workforce management, which began in early 2020 with the acquisition of NurseGrid and grew further with the acquisition of ShiftWizard last month. The complementary positioning of ANSOS, ShiftWizard, and NurseGrid will enable future data integrations and advanced analytics that yield smarter schedule development while enhancing engagement with staff.

In addition to the ANSOS Staff Scheduling application, the contemplated acquisition includes related products: Enterprise Visibility™, a patient tracking system, and Capacity Planner™, a predictive analytics tool. Importantly, all three products (i.e. ANSOS, Enterprise Visibility, and Capacity Planner) work in concert with each other, creating a powerful solution suite for aligning staff and scheduling based on patient acuity, predicting patient demand, and adjusting resources for optimal outcomes.

Following the acquisition, customer support for each of these products will remain in place. Approximately 90 employees from Change Healthcare will join HealthStream upon closing. Together, ANSOS, ShiftWizard, and NurseGrid represent HealthStream’s portfolio of nurse and staff scheduling solutions with executive oversight provided by Scott McQuigg, Senior Vice President, HealthStream. These solutions will be included in HealthStream’s Workforce Solutions business segment.

“We have an exciting vision for the future of scheduling and engaging nurses and staff, while helping healthcare providers better align staffing with demand,” said Scott McQuigg, Senior Vice President, HealthStream. “I would like to extend a warm welcome to Change Healthcare’s customers and employees as we work together to achieve that vision.”

Terms of the Transaction: The purchase price payable upon the closing of the ANSOS acquisition will be approximately $67.5 million in cash (subject to working capital and other customary purchase price adjustments), which will be funded with cash on hand.

Financial Expectations: During the fourth quarter of 2020, we expect a modest contribution to revenue, while consolidated operating income will be negatively impacted by transaction expenses, deferred revenue write-downs, and amortization of acquired intangible assets.

We expect the acquisition will contribute to our 2021 financial results as follows:

Revenues for the business to be acquired are primarily associated with sales of perpetual software, maintenance, and professional services. We expect incremental revenues in 2021 to range between $16.5 and $19.5 million, taking into account an estimated reduction of between $7.0 and $8.0 million related to deferred revenue write-downs. While the business has historically sold perpetual software licenses, future product development and sales efforts are anticipated to be directed towards a software-as-a-service model. We plan to make investments in the areas of sales, marketing, product development, and operations to support this initiative. In addition, we anticipate the amortization of acquired intangible assets to range between $3.0 and $4.0 million during 2021. Considering the additional investments we intend to make in this business during 2021, the deferred revenue write-downs, the amortization of intangible assets, and transition services expenses, we expect the acquired business to generate an operating loss in 2021.

After taking into account anticipated investments in the business in 2021 as noted above and transition services expenses, we expect pro forma adjusted EBITDA (i.e. adjusted EBITDA excluding the deferred revenue write-down set forth above) in 2021 associated with the business to be acquired to be between $3.2 and $4.5 million.

The closing of the transaction is anticipated to occur in the fourth quarter of 2020 and is subject to customary closing conditions.

About HealthStream

HealthStream (Nasdaq: HSTM) is dedicated to improving patient outcomes through the development of healthcare organizations’ greatest asset: their people. Our unified suite of solutions is contracted by healthcare organizations across the U.S. for workforce development, training & learning management, talent management, credentialing, privileging, provider enrollment, performance assessment, and managing simulation-based education programs. Based in Nashville, Tennessee, HealthStream has additional offices in Jericho, New York; Boulder; Colorado; Denver, Colorado; San Diego, California; Chicago, Illinois; Portland, Oregon; and Raleigh, North Carolina. For more information, visit http://www.healthstream.com or call 800-521-0574.

Use of Non-GAAP Financial Measures

This press release presents anticipated pro forma adjusted EBITDA in 2021 associated with the business to be acquired. Adjusted EBITDA is a non-GAAP financial measures used by management in analyzing the Company’s financial results and ongoing operational performance. In order to better assess the Company’s financial results, management believes that net income before interest, income taxes, stock based compensation, depreciation and amortization, changes in fair value of non-marketable equity investments, and the de-recognition of non-cash royalty expense resulting from our resolution of a mutual disagreement related to various elements of a past partnership which resulted in a reduction for cost of sales in the first quarter of 2020 (“adjusted EBITDA”) is a useful measure for evaluating the operating performance of the Company because adjusted EBITDA reflects net income adjusted for certain non-cash and non-operating items. In addition, pro forma adjusted EBITDA is a non-GAAP financial measure which is adjusted EBITDA excluding the impact of the deferred revenue write-down associated with fair value accounting for the acquired business. The Company similarly believes that presenting pro forma adjusted EBITDA, which excludes this deferred revenue write-down, is a useful measure for evaluating the operating performance of the Company in light of the nature of this GAAP required write-down. We believe that adjusted EBITDA and pro forma adjusted EBITDA are useful to many investors to assess the Company’s ongoing results from current operations. Adjusted EBITDA and pro forma adjusted EBITDA should not be considered as a measure of financial performance under GAAP. Because adjusted EBITDA and pro forma adjusted EBITDA are not determined in accordance with GAAP, these non-GAAP financial measures are susceptible to varying calculations. Accordingly, adjusted EBITDA and pro forma adjusted EBITDA, as presented, may not be comparable to other similarly titled measures of other companies and have limitations as analytical tools.

A reconciliation of anticipated adjusted EBITDA and pro forma adjusted EBITDA in 2021 associated with the business to be acquired to anticipated net income (the most comparable GAAP measure) in 2021 associated with the business to be acquired, is set forth as follows:

 

Reconciliation of GAAP to Non-GAAP Financial Measures

(In thousands)

(Unaudited)
 

GAAP net loss

 

(5,800)

–

(4,800)

Interest income

—

–

—

Interest expense

 

—

–

—

Income tax benefit

(2,000)

–

(1,700)

Stock based compensation expense

 

—

–

—

Depreciation and amortization

3,000

–

4,000

Adjusted EBITDA

 

(4,800)

–

(2,500)

 

Adjusted EBITDA

 

(4,800)

–

(2,500)

Add: Deferred revenue write-down

8,000

–

7,000

Pro-forma Adjusted EBITDA

 

3,200

–

4,500

 

This press release includes certain forward-looking statements (statements other than solely with respect to historical fact) that involve risks and uncertainties regarding HealthStream. These statements are based upon management’s beliefs, as well as assumptions made by and data currently available to management. This information has been, or in the future may be, included in reliance on the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995. The Company cautions that forward-looking statements involve known and unknown risks, uncertainties, and other factors that may cause the actual results, performance, or achievements to be materially different from future results, performance, or achievements expressed or impliedby the forward-looking statements, including that the contemplated acquisition may not be consummated, that the anticipated financial results associated with the contemplated acquisition may not be achieved, and that the anticipated financial and strategic benefits of the acquisition may not be realized, as well as the result of risks referenced in the Company’s Annual Report on Form 10-K for the year ended December 31, 2019, filed on February 26, 2020, the Company’s Quarterly Report on Form 10-Q for the three months ended September 30, 2020, filed on October 29, 2020, and in the Company’s other filings with the Securities and Exchange Commission from time to time. The Company undertakes no obligation to update or revise any such forward-looking statements.

Mollie Condra, Ph.D.

HealthStream

(615)-301-3237

[email protected]

KEYWORDS: Tennessee United States North America

INDUSTRY KEYWORDS: Technology Human Resources Hospitals Professional Services Software Practice Management Managed Care Training Health Education

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