Market Newsdesk

WINDSOR, Conn., Nov. 19, 2020 (GLOBE NEWSWIRE) — Scapa Healthcare, the trusted strategic partner of choice for the world’s leading companies in advanced wound care, consumer wellness and medical device & fixation, announces that it is increasing the capacity of its comprehensive irradiation services at its Gargrave, UK facility to meet growing demand for irradiation services for medical devices and pharmaceutical products.

Scapa Healthcare provides a full range of sterilisation services including in-house gamma irradiation, microbiology, storage, product stability and global product distribution as well as technical expertise in electron beam and ethylene oxide sterilisation methods.

The facility is equipped to precisely and reproducibly sterilize a wide variety of medical devices and pharmaceutical products composed of different materials, densities, dose requirements and material composition. Scapa’s team of experts’ integrated approach underpins customer’s requirement and supports sterility label claims under ISO 13485 and ISO 11137 accreditations. Scapa’s microbiologists and technical specialists collaborate across all areas of product sterility through the company’s Microbiology Quality Assurance services.

“Scapa Healthcare is recognized as a leader in delivering premium life sciences turn-key solutions to our customers,” said Matt Ellison, General Manager, Europe and UK, Scapa Healthcare. “Our dedicated team of experts at the Gargrave site work closely with customers, guiding and leading throughout the process from product development to distribution and logistics of finished goods to ensure we meet and exceed customer requirements. We strive to be the partner of choice for leading healthcare companies by providing fast and efficient turnaround times along with the highest quality of customer service.”

For more information about Scapa Healthcare full offering of sterilisation services, please visit: https://www.scapahealthcare.com/services/sterilisation

About Scapa Healthcare

Scapa Healthcare is the trusted strategic partner of choice for the world’s leading companies in advanced wound care, consumer wellness and medical device & fixation. Our strategy is to partner with market leaders to develop and manufacture innovative skin friendly medical device fixation and topical solutions. Through pursuing these partnerships, Scapa now provides integrated services to the top global MedTech companies. Our state-of-the-art facilities enable Scapa Healthcare to offer customers the whole spectrum of production services from inception through to market delivery. For more information visit: scapahealthcare.com or email [email protected].

Reports
Q3
GAAP Earnings per Diluted Share of $0.91 versus $2.77 in Q32019

Reports
Q3
Adjusted Earnings per Diluted Share of $1.44 versus $3.03 in Q3 2019

SECAUCUS, N.J., Nov. 19, 2020 (GLOBE NEWSWIRE) — The Children’s Place, Inc. (Nasdaq: PLCE), the largest pure-play children’s specialty apparel retailer in North America, today announced financial results for the third quarter ended October 31, 2020.

Jane Elfers, President and Chief Executive Officer, said, “As expected, revenue during our peak back-to-school period was significantly impacted by the move to remote and hybrid learning models. Post the back-to-school peak, when our assortments converted to more casual options and the weather turned cooler, our sales improved. Importantly, we returned to profitability and generated positive cash flow from operations for the third quarter.”

Ms. Elfers continued, “Our digital sales penetration increased to 44% in the third quarter and year-to-date, our digital sales represent 55% of total sales. Since the onset of the COVID-19 pandemic in March, we have increased the number of new digital customers versus last year by approximately 100%, converted over 800,000 of our store-only customers to omni-channel customers, and increased our mobile app downloads by over 60% versus last year. Combined, these metrics provide a strong foundation for continued digital growth as digital adoption, accelerated by the COVID-19 pandemic, continues to drive online sales to an increasingly greater share of total sales. Importantly, we remain on track to close 300 stores by the end of fiscal 2021, with a plan of 200 store closures in fiscal 2020, inclusive of the 118 stores that have permanently closed in the first nine months of 2020, and 100 store closures in fiscal 2021.”

Ms. Elfers concluded, “We are approaching the fourth quarter with heightened caution and expect both sales and profitability to be under pressure due to the numerous headwinds created by the pandemic, specifically: the reduced demand for dress-up product, significantly reduced store traffic, recent nationwide spikes in COVID-19 cases resulting in additional temporary store closures, social distancing requirements, and reduced mall operating hours.  In addition, the capacity constraints across the domestic transportation network resulting from the unprecedented level of expected online demand and the related freight surcharges imposed by our major carriers will put additional pressure on sales and margins during Q4.  While we continue to manage through these short-term headwinds during this extraordinary time, our focus remains on successfully scaling our digital transformation investments and accelerating store closures to position the Company for accelerated operating margin expansion in a post-COVID environment.”

Third Quarter 2020 Results

Net sales decreased 19% to $425.6 million in the three months ended October 31, 2020 compared to $524.8 million in the three months ended November 2, 2019, primarily as a result of a decrease in back-to-school sales due to schools adopting remote and hybrid learning models, along with the impact of permanent and temporary store closures.

Gross profit was $146.1 million in the three months ended October 31, 2020, compared to $198.1 million in the three months ended November 2, 2019. Adjusted gross profit was $151.7 million in the three months ended October 31, 2020, compared to $198.1 million in the comparable period last year, and deleveraged 210 basis points to 35.7% of net sales. The decrease was primarily a result of increased penetration of our e-commerce business and its higher fulfillment costs, along with the deleverage of fixed expenses resulting from the decline in net sales, partially offset by higher merchandise margins in both our stores and e-commerce channels.

Selling, general, and administrative expenses were $106.6 million in the three months ended October 31, 2020, compared to $120.5 million in the three months ended November 2, 2019. Adjusted SG&A was $103.5 million in the three months ended October 31, 2020, compared to $116.6 million in the comparable period last year, and deleveraged 210 basis points to 24.3% of net sales, primarily as a result of the deleverage of fixed expenses resulting from the decline in net sales and higher incentive compensation accruals. This was partially offset by a reduction in store expenses resulting from our permanent store closures, as well as a reduction in operating expenses associated with actions taken in response to the COVID-19 pandemic.

Operating income was $23.3 million in the three months ended October 31, 2020, compared to $58.0 million in the three months ended November 2, 2019. Adjusted operating income was $33.3 million in the three months ended October 31, 2020, compared to $63.4 million in the comparable period last year, and deleveraged 430 basis points to 7.8% of net sales.

Net income was $13.3 million, or $0.91 per diluted share, in the three months ended October 31, 2020, compared to net income of $43.0 million, or $2.77 per diluted share, in the three months ended November 2, 2019. Adjusted net income was $21.1 million, or $1.44 per diluted share, compared to adjusted net income of $47.1 million, or $3.03 per diluted share, in the comparable period last year.

Fiscal Year-To-Date 2020 Results

Net sales decreased 22.7% to $1.050 billion in the nine months ended October 31, 2020 compared to $1.358 billion in the nine months ended November 2, 2019, primarily as a result of permanent and temporary store closures, along with a decrease in back-to-school sales beginning in mid-July due to schools adopting remote and hybrid learning models, partially offset by increased e-commerce sales.

Gross profit was $193.5 million in the nine months ended October 31, 2020, compared to $488.9 million in the nine months ended November 2, 2019. Adjusted gross profit was $313.9 million in the nine months ended October 31, 2020, compared to $488.4 million in the comparable period last year, and deleveraged 610 basis points to 29.9% of net sales, primarily as a result of increased penetration of our e-commerce business and its higher fulfillment costs, along with the deleverage of fixed expenses resulting from the decline in net sales.

Selling, general, and administrative expenses were $319.4 million in the nine months ended October 31, 2020, compared to $364.9 million in the nine months ended November 2, 2019. Adjusted SG&A was $295.1 million in the nine months ended October 31, 2020, compared to $359.3 million in the comparable period last year, and deleveraged 160 basis points to 28.1% of net sales, primarily as a result of the deleverage of fixed expenses resulting from the decline in net sales and higher incentive compensation accruals, partially offset by a reduction in store expenses resulting from our permanent store closures, as well as a reduction in operating expenses associated with actions taken in response to the COVID-19 pandemic.

Operating loss was ($214.3) million in the nine months ended October 31, 2020, compared to operating income of $66.8 million in the nine months ended November 2, 2019. Adjusted operating loss was ($29.5) million in the nine months ended October 31, 2020, compared to adjusted operating income of $75.9 million in the comparable period last year, and deleveraged 840 basis points to (2.8%) of net sales.

Net loss was ($148.1) million, or ($10.13) per diluted share, in the nine months ended October 31, 2020, compared to net income of $49.1 million, or $3.10 per diluted share, in the nine months ended November 2, 2019.  Adjusted net loss was ($29.2) million, or ($2.00) per diluted share, compared to adjusted net income of $55.9 million, or $3.53 per diluted share, in the comparable period last year.

Non-GAAP Reconciliation

The Company’s results are reported in this press release on a GAAP and as adjusted, non-GAAP basis. Adjusted net income (loss), adjusted net income (loss) per diluted share, adjusted gross profit, adjusted selling, general, and administrative expenses, and adjusted operating income (loss) are non-GAAP measures, and are not intended to replace GAAP financial information, and may be different from non-GAAP measures reported by other companies. The Company believes the income and expense items excluded as non-GAAP adjustments are not reflective of the performance of its core business, and that providing this supplemental disclosure to investors will facilitate comparisons of the past and present performance of its core business.

For the three months ended October 31, 2020, the Company’s adjusted results exclude net expenses of approximately $10.0 million, primarily related to the impact of the COVID-19 pandemic, including incremental COVID-19 operating expenses, including incentive pay and personal protective equipment for our associates, and occupancy charges for rent at our stores temporarily closed.

The total impact on income taxes for the above items was approximately $2.2 million, including a provision of approximately $0.5 million, primarily resulting from the changes in operating loss carryback rules as a result of the Coronavirus Aid, Relief, and Economic Security (“CARES”) Act.

For the nine months ended October 31, 2020, the Company recorded an inventory provision of approximately $63.2 million and approximately $37.9 million of impairment charges, including the right-of-use assets recorded in connection with the adoption of the new lease accounting standard. The inventory provision relates to the adverse business disruption resulting from the COVID-19 pandemic, including the store closures. The impairment charges were primarily a result of decreased net revenue and cash flow projections resulting from the COVID-19 pandemic disruption.

In addition to the inventory provision and impairment charges, the Company’s adjusted results for the nine months ended October 31, 2020 exclude net expenses of approximately $75.3 million, primarily related to the impact of the COVID-19 pandemic, including occupancy charges for rent at our stores temporarily closed; incremental COVID-19 operating expenses, including incentive pay and personal protective equipment for our associates; and payroll and benefits for certain store employees during the period our stores were closed, net of a payroll tax credit benefit resulting from the CARES Act.

Additionally, the Company excluded net costs of approximately $8.4 million for the nine months ended October 31, 2020, primarily related to restructuring costs.

The total impact on income taxes for the above items was approximately $65.9 million, including a benefit of approximately $16.9 million, primarily resulting from the changes in operating loss carryback rules as a result of the CARES Act.

Store Update

As of October 31, 2020, the Company had 99% of its stores open to the public in the U.S., Canada, and Puerto Rico.

Consistent with the Company’s store fleet optimization initiative, the Company permanently closed 16 stores in the three months ended October 31, 2020. The Company ended the quarter with 809 stores and square footage of 3.8 million, a decrease of 14.3% compared to the prior year. Since the Company’s fleet optimization initiative was announced in 2013, it has closed 389 stores.

The flexibility provided by lease actions allows the Company to target 200 store closures in fiscal 2020, including 118 stores closed in the first nine months of fiscal 2020, and 100 additional closures in fiscal 2021.

Balance Sheet and Cash Flow

As of October 31, 2020, the Company had approximately $64.5 million of cash and cash equivalents and $179.4 million outstanding on its revolving credit facility. During the third quarter, the Company completed an $80 million term loan financing transaction and utilized the net proceeds to pay down its existing revolving credit facility.  Additionally, the Company generated approximately $32.5 million in operating cash flow in the three months ended October 31, 2020.

Outlook

As a result of the continued uncertainty created by the COVID-19 pandemic, the Company is not providing financial guidance at this time.

Conference Call Information 

The Children’s Place will host a conference call on Thursday, November 19, 2020 at 8:00 a.m. Eastern Time to discuss its third quarter fiscal 2020 results.

The call will be broadcast live at http://investor.childrensplace.com. An audio archive will be available on the Company’s website approximately one hour after the conclusion of the call. A conference call transcript will also be posted on our website.

About The Children’s Place
The Children’s Place is the largest pure-play children’s specialty apparel retailer in North America. The Company designs, contracts to manufacture, sells at retail and wholesale, and licenses to sell fashionable, high-quality merchandise predominantly at value prices, primarily under the proprietary “The Children’s Place”, “Place”, “Baby Place”, and “Gymboree” brand names. As of October 31, 2020, the Company had 809 stores in the United States, Canada, and Puerto Rico, online stores at www.childrensplace.com and www.gymboree.com, and the Company’s eight international franchise partners had 252 international points of distribution in 19 countries.

Forward Looking Statements

This press release, contains or may contain forward-looking statements made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995, including but not limited to statements relating to the Company’s strategic initiatives and adjusted net income per diluted share. Forward-looking statements typically are identified by use of terms such as “may,” “will,” “should,” “plan,” “project,” “expect,” “anticipate,” “estimate” and similar words, although some forward-looking statements are expressed differently. These forward-looking statem
ents are based upon the Company’
s current expectations and assumptions and are subject to various risks and uncertainties that could cause actual results and performance to differ materially. Some of these risks and uncertainti
es are described in the Company’
s filings with the Securities and Exchange Commission, including in the “Risk Factors” section of its annual report on Form 10-K for the fiscal year ended February 1, 2020 and supplemented by the “Risk Factors” sections of its quarterly reports on Form 10-Q for the fiscal quarter ended May 2, 2020 and the fiscal quarter ended August 1, 2020. Included among the risks and uncertainties that could cause actual results and performance to differ materially are the risk that the Company will be unsuccessful in gauging fashion trends and changing consumer preferences, the risks resulting from the highly competitive nature of the Company’s business and its dependence on consumer spending patterns, which may be affected by changes in economic conditions, the risks related to the COVID-19 pandemic, including the impact of the COVID-19 pandemic on our business or the economy in general (including decreased customer traffic, schools adopting remote and hybrid learning models, closures of businesses and other activities causing decreased demand for our products and negative impacts on our customers’ spending patterns due to decreased income or actual or perceived wealth, and the impact of the CARES Act and other legislation related to the COVID-19 pandemic, and any changes to the CARES Act or such other legislation), the risk that the Company’s strategic initiatives to increase sales and margin are delayed or do not result in
anticipated improvements, the risk of delays, interruptions and disruptions in the Company’s global supply chain, including resulting from COVID-19 or other disease outbreaks, or foreign sources of supply in less developed countries or more politically unstable countries, the risk that the cost of raw materials or energy prices will increase beyond current expectations or that the Company is unable to offset cost increases through value engineering or price increases, various types of litigation, including class action litigations brought under consumer protection, employment, and privacy and information security laws and regulations, the imposition of regulations affecting the importation of foreign-produced merchandise, including duties and tariffs, and the uncertainty of weather patterns. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date they were made. The Company undertakes no obligation to release publicly any revisions to these forward-looking statements that may be made to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events.

Contact:  Investor Relations (201) 558-2400 ext. 14500

(Tables follow)

THE CHILDREN’S PLACE, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(In thousands, except per share amounts)
(Unaudited)

THE CHILDREN’S PLACE, INC.

RECONCILIATION OF NON-GAAP FINANCIAL INFORMATION TO GAAP

(In thousands, except per share amounts)

(Unaudited)

THE CHILDREN’S PLACE, INC.

RECONCILIATION OF NON-GAAP FINANCIAL INFORMATION TO GAAP

(In thousands, except per share amounts)

(Unaudited)

THE CHILDREN’S PLACE, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(In thousands)

(Unaudited)

* Derived from the audited consolidated financial statements included in the Company’s Annual Report on Form 10-K for the fiscal year ended February 1, 2020.

THE CHILDREN’S PLACE, INC.

CONDENSED CONSOLIDATED CASH FLOWS

(In thousands)

(Unaudited)

Begins Enrollment in the First of Four Upcoming Late-Stage Trials in the U.S.

Announces MIRA-1 Phase 2b Study Accepted for Peer-Reviewed Publication in Optometry and Vision Science

FARMINGTON HILLS, Mich., Nov. 19, 2020 (GLOBE NEWSWIRE) — Ocuphire Pharma, Inc., (Nasdaq: OCUP) a clinical-stage ophthalmic biopharmaceutical company focused on developing and commercializing therapies for the treatment of several eye disorders, announced today the enrollment of the first patient in its MIRA-2 (NCT04620213) Phase 3 registration clinical trial evaluating the safety and efficacy of Nyxol® to reverse pharmacologically-induced mydriasis. A majority of the 12 clinical sites located around the US are open and recruiting as of this week.

Approximately 100 million eye exams are performed annually in the U.S., most of which require dilation (mydriasis) of the pupil to properly examine the back of the eye. In addition, 4 million eyes are dilated each year for surgical procedures. This pharmacologically-induced dilation can last anywhere from 6 to 24 hours depending on individual patient characteristics. These dilated eyes have heightened sensitivity to light and inability to focus on near objects, causing patients difficulty with activities such as reading, working, and driving. In a recently completed market research study surveying several hundred patients and eye care providers (optometrists and ophthalmologists) conducted by GlobalData, an estimated 45% of patients were very likely to request a reversal drop and over 40% of eye care providers were likely to use a reversal drop if such a treatment option was approved and commercially available.

Nyxol, a proprietary and stable eye drop formulation of phentolamine mesylate, has demonstrated reversing mydriasis in a recently completed Phase 2b clinical trial (MIRA-1). Nyxol eye drops work by reducing pupil size through acting on the iris dilator muscle, allowing patients to return to their normal pupil size more rapidly. The objectives of the MIRA-2 trial are to evaluate the efficacy and safety of Nyxol compared to placebo in healthy patients to reverse pharmacologically-induced mydriasis across several commonly used mydriatic (dilating) drops. This 24-hour, multi-center, randomized, double-masked, placebo-controlled Phase 3 registration trial is expected to enroll 168 patients with top-line results expected in Q1 2021. This is the first of two registration trials planned in this acute indication for eventual New Drug Application (NDA) submission.

“Any patient who has had a routine eye exam has experienced the frustrations that come with prolonged dilation, and many request some form of reversal agent. As of now, we have no current commercially available options to offer, so we are excited to start this Phase 3 registration trial to evaluate Nyxol as a potential reversal agent,” said Paul Karpecki, OD, Director of Cornea Services for Kentucky Eye Institute in Lexington KY.

Mina Sooch, President and CEO of Ocuphire Pharma added, “With so many eye exams performed every year that require dilation, there is a clear need for a safe and effective option to accelerate the return of patients to their daily activities and everyday vision. We designed the MIRA-2 Phase 3 trial to build on the positive results of our recently completed Phase 2b MIRA-1 trial which were presented at ARVO in May 2020. This is the first of our four planned clinical trials for Nyxol and APX3330. We are at various stages of start-up activities across these trials, and look forward to timely enrollment on this MIRA-2 Phase 3 trial in collaboration with our CRO partner, Oculos Development Services.”

For more information about the MIRA-2 (NCT04620213) Phase 3 registration trial design and its US clinical sites, please visit www.clinicaltrials.gov.

Ocuphire is also pleased to announce the acceptance of a peer-reviewed written publication of the MIRA-1 study “Phentolamine Eye Drops Reverse Pharmacologically Induced Mydriasis in a Randomized Phase 2b Trial” in Optometry and Vision Science (OVS), Journal of the American Academy of Optometry.Accepted articles will appear soon in print and on-line at www.optvissci.com.

About Ocuphire Pharma

Ocuphire is a publicly traded (NASDAQ: OCUP), clinical-stage ophthalmic biopharmaceutical company focused on developing and commercializing therapies for the treatment of several eye disorders. Ocuphire’s pipeline currently includes two small-molecule product candidates targeting front and back of the eye indications. The company’s lead product candidate, Nyxol^® Eye Drops, is a once-daily preservative-free eye drop formulation of phentolamine mesylate, a non-selective alpha-1 and alpha-2 adrenergic antagonist designed to reduce pupil size, and is being developed for several indications, including dim light or night vision disturbances (NVD), reversal pharmacologically-induced mydriasis (RM), and presbyopia. Ocuphire’s second product candidate, APX3330, is a twice-a-day oral tablet, designed to inhibit angiogenesis and inflammation pathways relevant to retinal and choroidal vascular diseases, such as diabetic retinopathy (DR) and diabetic macular edema (DME). Nyxol is entering Phase 3 clinical development for NVD and RM, and Phase 2 for presbyopia. APX3330 is entering Phase 2 clinical development for DR/DME. As part of its strategy, Ocuphire will continue to explore opportunities to acquire additional ophthalmic assets and to seek strategic partners for late stage development, regulatory preparation and commercialization of drugs in key global markets. Please visit www.clinicaltrials.gov to learn more about Ocuphire’s recent Phase 2 clinical trials and upcoming trials. For more information, please visit www.ocuphire.com.

Forward Looking Statements

Statements contained in this press release regarding matters that are not historical facts are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements include, but are not limited to, statements concerning Ocuphire’s product candidates and potential. These forward-looking statements are based upon Ocuphire’s current expectations and involve assumptions that may never materialize or may prove to be incorrect. Actual results and the timing of events could differ materially from those anticipated in such forward-looking statements as a result of various risks and uncertainties, including, without limitation: (i) the success and timing of regulatory submissions and pre-clinical and clinical trials; (ii) regulatory requirements or developments; (iii) changes to clinical trial designs and regulatory pathways; (iv) changes in capital resource requirements; (v) risks related to the inability of Ocuphire to obtain sufficient additional capital to continue to advance its product candidates and its preclinical programs; (vi) legislative, regulatory, political and economic developments, and (vii) the effects of COVID-19 on clinical programs and business operations. The foregoing review of important factors that could cause actual events to differ from expectations should not be construed as exhaustive and should be read in conjunction with statements that are included herein and elsewhere, including the risk factors detailed in documents that have been and may be filed by Ocuphire from time to time with the SEC (including the proxy statement/prospectus included in that certain Registration Statement on Form S-4 (File No. 333-239702) initially filed with the SEC on July 6, 2020 and declared effective by the SEC on October 2, 2020. All forward-looking statements contained in this press release speak only as of the date on which they were made. Ocuphire undertakes no obligation to update such statements to reflect events that occur or circumstances that exist after the date on which they were made.

Ocuphire Contacts

Mina Sooch, President & CEO 
Ocuphire Pharma, Inc. 
[email protected]
www.ocuphire.com 

Corey Davis, Ph.D.
LifeSci Advisors
[email protected] 

Accelerates
Nasdaq’s
ongoing evolution into a leading SaaS technology provider.

Combines
Nasdaq’s
global reach and established regulatory technology leadership with
Verafin’s
innovative anti-money laundering and fraud platform and client breadth.

Enhances
Nasdaq’s
performance and potential, with
Verafin’s
cloud products delivering ~30% compound annual recurring revenue growth, or ARR

¹

, within a US$13 billion addressable market.

Strengthens
Verafin
as a center of innovation and technology within the province of Newfoundland and Labrador and an economic leader in St. John’s.

NEW YORK and ST. JOHN’S, Newfoundland and Labrador, Nov. 19, 2020 (GLOBE NEWSWIRE) — Nasdaq, Inc. (Nasdaq: NDAQ), a global technology company, and Verafin, an industry pioneer in anti-financial crime management solutions, today announced that they have entered into a definitive agreement for Nasdaq to acquire Verafin for US$2.75 billion in cash, subject to customary adjustments. The agreement will combine Verafin’s comprehensive suite of anti-financial crime management products with Nasdaq’s reach and established regulatory technology leadership to create a global SaaS leader in the fight against financial crime, a worldwide problem that demands innovative action.

Based in St. John’s, Newfoundland and Labrador and founded in 2003, Verafin provides more than 2,000 financial institutions in North America a cloud-based platform to help detect, investigate, and report money laundering and financial fraud. Verafin’s products are powered by intelligent analytics and leverage machine learning, robust shared data insights and powerful visualization and investigation tools to increase detection accuracy and reduce costs for clients. Verafin emphasizes a holistic approach to eradicating financial crime and its platform supports a consortium of several of the largest global banks as they collaborate to detect financial crimes to support law enforcement investigations.

The acquisition strengthens Nasdaq’s existing regulatory technology and anti-financial crime solutions, which include its renowned Nasdaq Trade and Market Surveillance offering, its Buy-side Compliance product, as well as the Nasdaq Automated Investigator for anti-money laundering (AML). Verafin’s capabilities will be available to the global network of nearly 250 banks, exchanges, broker-dealers and buy-side organizations, and regulatory authorities that rely on Nasdaq’s technology to detect market manipulation and abuse today. Nasdaq believes that its deep relationships with the majority of leading Tier 1 and Tier 2 banks globally will accelerate Verafin’s strategy of displacing legacy providers and manual processes with its cloud-based, state-of-the-art, market-proven solution.

“At the core of Nasdaq’s mission, we champion fairness and integrity in the markets that we build and in the broader financial ecosystem in which we operate, and combatting financial crime is central to achieving our goals. Verafin’s innovative fraud and AML detection platform, combined with Nasdaq’s leading trade and market surveillance solution, will empower Nasdaq to play an increasingly important role in building stronger economies around the world,” said Adena Friedman, President and Chief Executive Officer, Nasdaq. “The intelligent technology solutions Verafin has created are second-to-none, and that is evident in the company’s extraordinary growth and stellar client retention. Together with Verafin’s founders and employees, we look forward to building Nasdaq into a global leader in anti-financial crime management solutions. Additionally, we are committed to supporting innovation and growth in St. John’s and Newfoundland and Labrador. We believe that Verafin will not only complement and grow our existing presence in Canada, but also represents a potential catalyst for further investment opportunities in the province and the country.”

Friedman continued, “In addition to Verafin’s significant contribution to Nasdaq’s strategic ambitions, the acquisition also furthers our goal to be a premier provider of cloud-based SaaS solutions to the global capital markets and beyond. This combination meaningfully accelerates the evolution of our business mix toward highly scalable, subscription revenue.”

Anti-financial crime technology represents a large and growing sector with structural and regulatory tailwinds. Financial institutions face significant challenges in detecting and preventing financial crime, and therefore invest significant capital and resources in combatting an ever-increasing threat to the integrity of the global financial system. Up to US$2 trillion in laundered money flows through the financial system annually according to the United Nations, and criminals continue to find sophisticated methods for moving funds undetected. Automation and vendor solutions, a US$13 billion market according to Oliver Wyman, have become increasingly attractive solutions for financial institutions.

“This investment by Nasdaq, a global leader in financial technology, is a major vote of confidence and a significant win for the Province of Newfoundland and Labrador’s technology and innovation sector. Nasdaq’s clear commitments to the Province will help foster prosperity and opportunity throughout the community as we continue to grow our business,” said Jamie King, Chief Executive Officer, Verafin. “Since we began discussions with Nasdaq, we felt their DNA strongly mirrored our own core values: innovation, teamwork, entrepreneurship, and a commitment to continued growth and development. Together with Nasdaq, we will be a clear leader in expanding the fight against illicit finance by delivering our capabilities to a global client base from our headquarters in St. John’s.”

Nasdaq’s
Investment in St. John’s, Newfoundland and Labrador and Canada

Nasdaq is committed to growing Verafin’s business and creating opportunities for their employees. Nasdaq’s investment will help Verafin expand its position as an economic and technology leader from its base in St. John’s and within the province of Newfoundland and Labrador.

To this end, Nasdaq will make the following commitments:

• Verafin’s headquarters will proudly remain in St. John’s and its executive leadership team will remain in place and continue to lead the company’s growth.
• Nasdaq highly values the skills and expertise of Verafin employees and will invest to both maintain and increase local employment levels to fuel Verafin’s growth.
• In order to foster the next generation of talent in the province and help support Verafin’s growing employment base, Nasdaq will work closely with Memorial University to grow its scholarship program at the University, enhance its co-op programs, and fund and supervise at least six Mitacs fellowships annually for Masters and PhD students.
• Nasdaq sees great potential in the innovation ecosystem of St. John’s and will increase investment in Verafin’s research and development. This will include an investment in a new US$1 million R&D partnership project with The Genesis Centre, Newfoundland and Labrador’s pre-eminent innovation hub.
• In addition, Nasdaq admires the extensive charitable and community support that Verafin has provided to date and will increase Verafin’s level of charitable giving as the company continues to grow.

Financial Impact and Value Creation

The transaction meets all of Nasdaq’s acquisition investment criteria:

• Verafin is a strong strategic and cultural fit, accelerating Nasdaq’s evolution into a technology, analytics and infrastructure provider. The transaction is expected to increase revenue contribution from the highest-growth Market Technology and Investment Intelligence segment to 47% (from 44%) of total Nasdaq net revenue² pro forma for the third quarter of 2020.
• It is expected to enhance Nasdaq’s performance and valuation potential, in particular by accelerating organic revenue³ growth outlook within its Solutions Segments to 6-9% (from 5-7% previously).
• The acquisition of Verafin is expected to deliver EPS accretion beginning in 2022 and meet Nasdaq’s ROIC, or return on invested capital, and IRR objectives.

Verafin has grown at a compound annual revenue growth rate of approximately 30% over the last three years. Verafin expects to deliver in excess of US$140 million⁴ in revenue in 2021, representing an implied multiple of approximately 19.5x revenue, in line with high-growth SaaS companies.

Verafin’s results will be reported within Nasdaq’s Market Technology segment. As a result, Nasdaq is raising its Market Technology segment’s medium-term organic revenue annualized growth outlook to 13-16% (from 8-11% previously). The acquisition of Verafin is also expected to accelerate Market Technology’s projected timing of meeting the “rule of 40” ⁵ threshold to 2023, two years ahead of Market Technology’s 2025 target.

Financing and Approvals

Nasdaq intends to finance the transaction with a combination of US$2.5 billion of debt and cash on hand and expects debt / non-GAAP EBITDA leverage to be approximately 3.9x pro forma for the transaction. Nasdaq intends to pursue its existing capital deployment plan, including dividend payments and share repurchases, consistent with past practice, and expects to de-lever over time to return to a leverage ratio consistent with its current investment grade ratings.

The transaction is subject to regulatory approvals and other customary closing conditions. Spectrum Equity, a leading growth equity investor based in Boston and San Francisco, and Information Venture Partners, a leading FinTech-focused venture capital firm based in Toronto, both significant investors in Verafin, have agreed to sell their stake as part of this transaction. It is expected to close in the first quarter of 2021.

Advisors

Evercore served as lead financial advisor to Nasdaq, along with J.P. Morgan Securities LLC. Nasdaq also received financial advice from BofA Securities, Goldman Sachs & Co. LLC, Morgan Stanley and TD Securities. Wachtell, Lipton, Rosen & Katz and Blake, Cassels & Graydon LLP served as legal advisors to Nasdaq.

William Blair & Company acted as financial advisor to Verafin in connection with the transaction. Osler, Hoskin & Harcourt LLP acted as Verafin’s legal advisor.

Conference Call / Webcast

On Thursday, November 19, 2020 at 8:00 a.m. ET, Nasdaq will host a webcast presentation to discuss the transaction. Links to the webcast and accompanying documents will be available at the company’s Investor Relations website, http://ir.nasdaq.com/investor-relations.

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¹ ARR for a given period is the annualized revenue of active contracts. ARR does not have any standardized definition and is therefore unlikely to be comparable to similarly titled measures presented by other companies. ARR should be viewed independently of revenue and deferred revenue and is not intended to be combined with or to replace either of those items. ARR is not a forecast and the active contracts at the end of a reporting period used in calculating ARR may or may not be extended or renewed by customers.
² Represents revenues less transaction-based expenses.
³ Refer to the non-GAAP information section of this release for a discussion of this and other non-GAAP measures.
⁴ Excludes the impact of purchase accounting write-down on deferred revenue. 
⁵ Represents non-GAAP EBITDA margin percentage plus annual growth rate.

About
Nasdaq

Nasdaq (Nasdaq: NDAQ) is a global technology company serving the capital markets and other industries. Our diverse offering of data, analytics, software and services enables clients to optimize and execute their business vision with confidence. To learn more about the company, technology solutions and career opportunities, visit us on LinkedIn, on Twitter @Nasdaq, or at www.nasdaq.com.

About
Verafin

Verafin is the industry leader in enterprise Financial Crime Management solutions, providing a cloud-based, secure software platform for Fraud Detection and Management, BSA/AML Compliance and Management, High-Risk Customer Management and Information Sharing. Over 2,000 banks and credit unions use Verafin to effectively fight financial crime and comply with regulations. Leveraging its unique big data intelligence, visual storytelling and collaborative investigation capabilities, Verafin significantly reduces false positive alerts, delivers context-rich insights and streamlines the daunting BSA/AML compliance processes that financial institutions face today. Verafin is the exclusive provider for Texas Bankers Association, Western Bankers Association, Florida Bankers Association, Massachusetts Bankers Association, and CUNA Strategic Services, with industry endorsements in 48 U.S. states. Visit www.verafin.com, email [email protected] or call 866.781.8433.

Contacts

Nasdaq
Investor Contact

Ed Ditmire, CFA: +1 212 401 8737
[email protected]

Nasdaq
Media Contacts

Ryan Wells: +1 646 648 3887
[email protected]

Yan-yan Tong: +46 (0)73 449 66 83
[email protected]

Longview Communications & Public Affairs (Canada)
Ian Hamilton: +1 905 399 6591
[email protected]

Andy Lloyd: +1 416 402 5029
[email protected]

Verafin
Media Contact

Brian Hartlen: +1 709 725 8235
[email protected]

-NDAQF-

Forward-Looking Statements

This communication contains forward-looking information related to Nasdaq, Verafin and the proposed acquisition of Verafin by Nasdaq that involves substantial risks, uncertainties and assumptions that could cause actual results to differ materially from those expressed or implied by such statements. When used in this communication, words such as “intends”, “plans”, “will”, “believes”, “expected”, “projected” and similar expressions and any other statements that are not historical facts are intended to identify forward-looking statements. Forward-looking statements in this communication include, among other things, statements about the potential benefits of the proposed transaction, Nasdaq’s plans, objectives, expectations and intentions, the financial condition, results of operations and business of Nasdaq or Verafin, and the anticipated timing of closing of the proposed transaction. Risks and uncertainties include, among other things, risks related to the ability of Nasdaq to consummate the proposed transaction on a timely basis or at all; Nasdaq’s ability to secure regulatory approvals on the terms expected, in a timely manner or at all; Nasdaq’s ability to successfully integrate Verafin’s operations; Nasdaq’s ability to implement its plans, forecasts and other expectations with respect to Verafin’s business after the completion of the transaction and realize expected synergies; the ability to realize the anticipated benefits of the proposed transaction, including the possibility that the expected benefits from the proposed transaction will not be realized or will not be realized within the expected time period; the impact of Verafin’s business model on Nasdaq’s ability to forecast revenue results; disruption from the transaction making it more difficult to maintain business and operational relationships; risks related to diverting management’s attention from Nasdaq’s ongoing business operations; the negative effects of the announcement or the consummation of the proposed transaction on the market price of Nasdaq’s common stock or on Nasdaq’s operating results; significant transaction costs; unknown liabilities; the risk of litigation or regulatory actions related to the proposed transaction; future levels of Nasdaq’s indebtedness, including additional indebtedness that may be incurred in connection with the proposed transaction; and the effect of the announcement or pendency of the transaction on Verafin’s business relationships, operating results, and business generally.

Further information on these and other risk and uncertainties relating to Nasdaq can be found in its reports filed on Forms 10-K, 10-Q and 8-K and in other filings Nasdaq makes with the SEC from time to time and available at www.sec.gov. These documents are also available under the Investor Relations section of Nasdaq ‘s website at http://ir.nasdaq.com/investor-relations. The forward-looking statements included in this communication are made only as of the date hereof. Nasdaq and Verafin disclaim any obligation to update these forward-looking statements, except as required by law.

Non-GAAP Information

This press release includes certain non-GAAP financial measures, including organic revenue growth, non-GAAP EBITDA and ROIC.

Nasdaq and Verafin believe that these non-GAAP measures provide useful information to management and investors regarding certain financial and business trends relating to Verafin’s financial condition and results of operations. Nasdaq’s and Verafin’s managements use certain of these non-GAAP measures to compare Nasdaq’s and Verafin’s performance to that of prior periods for trend analyses and for budgeting and planning purposes. Nasdaq and Verafin believe presentation of these measures provides investors with greater transparency and supplemental data relating to financial condition and results of operations.

Nasdaq’s organic growth calculation methodology normally excludes acquired businesses from the measure until they have been part of Nasdaq for a full 12-month period. For purposes of providing the pro-forma impact of the Verafin acquisition, Verafin’s forecasted results are included and the impact of purchase accounting write-down on deferred revenue is excluded in these measures.

These measures are not in accordance with, or an alternative to, U.S. GAAP, and may be different from non-GAAP measures used by other companies. In addition, other companies, including companies in our industry, may calculate such measures differently, which reduces its usefulness as a comparative measure. Investors should not rely on any single financial measure when evaluating these businesses. This information should be considered as supplemental in nature and is not meant as a substitute for operating results in accordance with U.S. GAAP.

A reconciliation of non-GAAP forward looking information to their corresponding GAAP measures cannot be provided without unreasonable efforts due to the inherent difficulty in quantifying certain amounts due to a variety of factors, including the unpredictability in the movement in foreign currency rates, Nasdaq’s effective tax rate as well as future charges or reversals outside of the normal course of business.

VANCOUVER, British Columbia, Nov. 19, 2020 (GLOBE NEWSWIRE) — New Pacific Metals Corp. (“New Pacific” or the “Company”) is pleased to provide an update on exploration activities at the Silverstrike Project, Bolivia. Recent field work has focused on the Silverstrike Central and South areas where the Company has identified three significant new zones of gold and silver rich polymetallic mineralization – Table 1 and Figure 1. These areas, together with the previously released Silverstrike North zones, form high priority drill targets for testing once the required permits are obtained (see news release dated September 29, 2020 for details on Silverstrike North discovery).

Notes:

1. The highlights are sourced from assay results of 452 samples taken to date.
2. Grab samples are selective in nature and are not necessarily representative of in situ mineralization.
3. Channel chip sample interval is close to true width as chip samples were taken across and normal to mineralized structures. Average grade is length weighted.

BACKGROUND

The large Silverstrike property is comprised of three geologically distinct areas termed Silverstrike North, Central and South within which individual target zones occur (see news release dated December 4, 2019 for details). The current exploration program consists of 1:5,000 scale reconnaissance and 1:500 scale detailed geological, structural and alteration mapping and sampling of the Central and South areas. Highlights of assay results from the Central and South areas are provided in Table 1 and discussed below. A total of 452 samples were collected including 441 channel chip samples and 11 mine dump grab samples.

DISCUSSION

Silverstrike Central

Silverstrike Central is dominated by a ~900 metres (m) diameter volcanic dome – Cerro Tatitu Kkollu which consists of volcanoclastic sediments, hydrothermal breccias, rhyolite dyke swarms, and andesite flows (Figure 1).

Three significant areas of structurally controlled mineralization are geologically associated with the volcanic complex: Manco Kapac, Tatitu Kkollu North and Tatitu Kkollu South. Approximately 700m to the north of the dome silver-rich polymetallic mineralization was historically exploited at the former Manco Kapac mine. Centred on and immediately to the north of the dome, field work and previous drilling by Rio Tinto (in 1995) has identified broad zones of gold and silver-rich polymetallic mineralization hosted in hydrothermal breccias at Tatitu Kkollu North. Finally, gold mineralization has been defined at Tatitu Kkollu South at the contact zones between rhyolite dykes and their associated volcanoclastic sedimentary pile. See Table 1 for details.

Note: Drill intercepts are historical. The Company has not verified them as the historical drill cores are not available.

The former Manco Kapac mine is characterized by mine dumps scattered along a NE trending corridor approximately 700m long and up to 200m wide (Figure 1). Exposure is comprised of intermittent outcrops of andesite and pyroclastics covered by recent alluvial sediments.

The distribution of the mine dumps suggest that multiple mineralized vein-breccia zones were mined in the past however, the majority of the former underground workings are not accessible. Mineralization is comprised of silicified vein breccia cemented by disseminated gold and silver rich polymetallic mineralization. Seven dump grab samples were collected returning average grades of 0.58g/t Au, 788g/t Ag, 6.07% Pb, 5.48% Zn, and 2.79% Cu (Table 2). A total of 49 channel chip samples were taken including 21 continuous chip samples from an accessible adit which returned an average grade of 2.3g/t Au, 164g/t Ag, 2.49% Pb, 0.68% Zn, and 0.9% Cu over an average width 1.09m and strike length of 70m (Table 3).

Tatitu Kkollu North
is a silver rich zone associated with a NNE trending hydrothermal breccia estimated to be a minimum of 50m wide and 200m long based on the surface expression of the limited outcrop in the area (Figure 1).

A total of 61 samples (2 mine dumps and 59 channel chips) were collected. The two mine dump samples returned values of 1380g/t Ag, 2.44%Pb, 0.83% Zn and 2.51% Cu and 105g/t Ag, 0.69% Pb and 13.25% Zn respectively. Fifty-nine channel chip samples returned an average grade of 38g/t Ag, 0.11% Pb and 0.23% Zn with the highest sample reporting 309g/t Ag, 0.24% Pb and 1.72% Zn over 0.8m.

In general, the results are in line with historical drilling by Rio Tinto which returned 220m @ 45g/t Ag, 0.51% Pb and 0.44% Zn from 13.0m to 233.0m in hole BER-3, including a higher grade sub-interval of 116m @ 66g/t Ag, 0.81% Pb and 0.67% Zn from 13m to 129m downhole.

Gold-rich polymetallic mineralization at Tatitu Kkollu South occurs adjacent to the contact zones between volcanoclastic sediments and a NE trending rhyolite dyke swarm (Figure 1).

A single dump grab sample collected from a historic exploration adit returned 1.66g/t Au, 154g/t Ag, 0.69% Pb, 0.3% Zn, and 7.97% Cu. A total of 277 channel chip samples were collected over three key outcropping areas – Channel Chip Sites 1 to 3. Channel Chip Site 2 returned the best results and remains open for expansion (Figure 1 and Table 4):

Continuous mineralization of 42m @ 1.02g/t Au, 18g/t Ag, 0.15% Pb, and 0.11% Zn including 2.0m @ 10.05g/t Au, 30g/t Ag, 0.22% Pb, and 0.11% Zn was returned from Channel Chip Site-1, and 10m @ 1.45g/t, 14g/t Ag, 0.36% Pb including 1.0m @ 9.18g/t Au, 42g/t Ag and 0.74% Pb from Channel Chip Site-3. In addition to the composited intervals, isolated mineralized samples occur between lower grade or barren intervals beyond the continuous mineralized intervals at Channel Chip Sites 1 and 3.

Drilling by Rio Tinto in 1995 tested a small, near surface portion of the target zone returning broad intervals of Au mineralization:

• BER-02 – 302m @ 0.27 g/t Au within which 42m returned 0.52g/t Au.
• BRC-04 – 110m @ 0.46 g/t Au within which 22m returned 1.42 g/t Au.
• BRC-12 – 258m @ 0.19 g/t Au.