Gray Television (GTN) – Political Better Than Expected

Monday, August 08, 2022

Gray Television (GTN)
Political Better Than Expected

Gray Television is a multimedia company headquartered in Atlanta, Georgia. We are the nation’s largest owner of top-rated local television stations and digital assets in the United States. Our television stations serve 113 television markets that collectively reach approximately 36 percent of US television households. This portfolio includes 80 markets with the top-rated television station and 100 markets with the first and/or second highest rated television station. We also own video program companies Raycom Sports, Tupelo Honey, PowerNation Studios and Third Rail Studios.

Michael Kupinski, Director of Research, Noble Capital Markets, Inc.

Patrick McCann, Research Associate, Noble Capital Markets, Inc.

Refer to the full report for the price target, fundamental analysis, and rating.

Q2 exceeds expectations. The company reported quarterly revenue of $868 million, 11% above our estimate of $782 million. Adj. EBITDA was also strong, at $309 million, which beat our estimate of $280 million by 10.4%.

Inundated with Political. The skeptical management became a believer that Political could meet or exceed 2020 levels. Management raised 2022 Political advertising forecast from $575 million to $652 million. …

This Research is provided by Noble Capital Markets, Inc., a FINRA and S.E.C. registered broker-dealer (B/D).

*Analyst certification and important disclosures included in the full report. NOTE: investment decisions should not be based upon the content of this research summary. Proper due diligence is required before making any investment decision. 

Kratos Defense & Security (KTOS) – When Will the Promise be Realized?

Monday, August 08, 2022

Kratos Defense & Security (KTOS)
When Will the Promise be Realized?

Kratos Defense & Security Solutions, Inc. (NASDAQ:KTOS) develops and fields transformative, affordable technology, platforms, and systems for United States National Security related customers, allies, and commercial enterprises. Kratos is changing the way breakthrough technologies for these industries are rapidly brought to market through proven commercial and venture capital backed approaches, including proactive research, and streamlined development processes. At Kratos, affordability is a technology, and we specialize in unmanned systems, satellite communications, cyber security/warfare, microwave electronics, missile defense, hypersonic systems, training and combat systems and next generation turbo jet and turbo fan engine development. For more information go to www.kratosdefense.com.

Joe Gomes, Senior Research Analyst, Noble Capital Markets, Inc.

Joshua Zoepfel, Research Associate, Noble Capital Markets, Inc.

Refer to the full report for the price target, fundamental analysis, and rating.

2Q22 Results. Revenue of $224.2 million, up 9.3% y-o-y, and came in above the $205-$215 million guidance. Revenue from acquisitions offset supply chain issues, staffing challenges, and a decline in the Training business. Adjusted EBITDA came in at $17.7 million, above guidance, versus $17.6 million a year ago. GAAP EPS loss was $0.04 and adjusted EPS net income was $0.07, compared to net income of $0.01 and $0.06, respectively, a year ago.

Awards Coming In. Kratos received a number of new awards, including three large space and satellite programs, new turbine engine work, and additional awards in the microwave business. The Company remains in pursuit of new awards across its multiple business lines.  …

This Research is provided by Noble Capital Markets, Inc., a FINRA and S.E.C. registered broker-dealer (B/D).

*Analyst certification and important disclosures included in the full report. NOTE: investment decisions should not be based upon the content of this research summary. Proper due diligence is required before making any investment decision. 

Ocugen (OCGN) – 2Q22 Reported With New Pipeline Program Moving Forward

Monday, August 08, 2022

Ocugen (OCGN)
2Q22 Reported With New Pipeline Program Moving Forward

Ocugen, Inc. is a biotechnology company focused on developing and commercializing novel gene therapies, biologicals, and vaccines. The lead product, Covaxin, is a killed-virus vaccine for COVID-19 in-licensed from Bharat Biotech (India). The lead product in its gene therapy program, OCU400, is in Phase 1/2 clinical trials for retinitis pigmentosa.

Robert LeBoyer, Vice President, Research Analyst, Life Sciences , Noble Capital Markets, Inc.

Refer to the full report for the price target, fundamental analysis, and rating.

Second Quarter Reflects Increases In Pipeline Activity.  Ocugen reported a loss of $19.5 million or $(0.09) per share, greater than our estimated loss of $16.7 million or $(0.07) per share.  The difference was due to higher expenses from clinical trials and increased headcount as the company added development staff.  The company ended the quarter with $115.0 million in cash.

Covaxin Clinical Studies Move Forward.  Ocugen is currently conducting a Phase 2/3 immuno-bridging study for US approval.  Discussions continue with Health Canada regarding additional information that may be required for Canadian approval.  In Mexico, Covaxin has received emergency use authorization for adults, with submission for pediatric use under review.  Due to the shortages of other COVID-19 vaccines in Mexico, this territory is a near-term opportunity for Covaxin….

This Company Sponsored Research is provided by Noble Capital Markets, Inc., a FINRA and S.E.C. registered broker-dealer (B/D).

*Analyst certification and important disclosures included in the full report. NOTE: investment decisions should not be based upon the content of this research summary. Proper due diligence is required before making any investment decision. 

Permex Petroleum (OILCF) – Coverage initiated with an Outperform rating

Monday, August 08, 2022

Permex Petroleum (OILCF)
Coverage initiated with an Outperform rating

Michael Heim, CFA, Senior Research Analyst, Noble Capital Markets, Inc.

Refer to the full report for the price target, fundamental analysis, and rating.

Company is at a growth inflection point. The company is about to begin a drilling program that could significantly grow its assets and cash flow generation. We anticipate the company to reach a position of being cash flow positive in 2023.  Permex has the capital already in place to begin its expansion. As of March 31, 2022, the company had C$8.4 million in cash and virtually no debt. We believe Permex has adequate capital at its disposal to begin the first stage of its drilling program.

Assets that were acquired in the down cycle are now worth significantly more.  Permex management seeks to acquire assets during energy downcycles (such as the period we witnessed in the late teens) and exploit them during the upcycles (such as we are currently witnessing). According to management, Permex acquired over 11,000 acres at an average price of approximately $2,000/acre in areas that have been sold recently for prices 20-30 times higher.

This Company Sponsored Research is provided by Noble Capital Markets, Inc., a FINRA and S.E.C. registered broker-dealer (B/D).

*Analyst certification and important disclosures included in the full report. NOTE: investment decisions should not be based upon the content of this research summary. Proper due diligence is required before making any investment decision. 

Release – ACCO Brands Posts Solid Quarterly Results in Challenging Operating Environment



ACCO Brands Posts Solid Quarterly Results in Challenging Operating Environment

Research, News, and Market Data on ACCO Brands

LAKE ZURICH, Ill.–(BUSINESS WIRE)– ACCO Brands Corporation (NYSE: ACCO) today announced its second quarter results for the period ended June 30, 2022.

  • Net sales were $521.0 million, up 0.6 percent; comparable sales were up 5.2 percent
  • EPS was $0.40 versus $0.50 in 2021; adjusted EPS was $0.37 versus $0.43 in 2021
  • Continued sales momentum in North America driven by strong back-to-school sell-in
  • Continued recovery in International segment, led by growth in Brazil and Mexico
  • Updated guidance reflecting a more conservative view of the macroeconomic environment

“We posted impressive comparable sales with growth across all operating segments and multiple product categories, led by our Five Star® and Kensington® brands, and in our Latin American business. We have achieved five consecutive quarters of sustained comparable sales growth and remain confident in our strategy of transforming our Company towards more consumer-oriented products. Our performance continues to demonstrate the benefits of our geographic diversity and balance and skillful execution by our employees. Our second quarter proved to be more challenging than originally anticipated mainly due to slower economic growth, increased inflation and unfavorable foreign currency impacts, but additional price increases to counter inflation leave us well-positioned for second half margin expansion, with rates greater than the prior year,” said Boris Elisman, Chairman and Chief Executive Officer of ACCO Brands.

Second Quarter Results

Net sales increased 0.6 percent to $521.0 million from $517.8 million in 2021. Comparable sales increased 5.2 percent. Both reported and comparable sales were driven by higher prices, as strong volume of school products, computer accessories, and business products was offset by lower sales of gaming accessories. Adverse foreign exchange reduced sales $23.6 million, or 4.6 percent.

Operating income increased to $55.4 million versus $49.9 million in 2021 due to a favorable change related to the contingent earnout partially offset by higher restructuring expense of $1.9 million. Operating income this year included contingent earnout income of $9.4 million compared with contingent earnout expense of $4.9 million in the prior year. Adjusted operating income decreased to $58.1 million compared with $67.2 million in the prior year, due to higher inflation that was not fully mitigated with price increases, lower volume and adverse foreign exchange of $1.0 million, partially offset by lower incentive compensation expense.

The Company reported net income of $39.4 million, or $0.40 per share, compared with net income of $48.6 million, or $0.50 per share, last year. Net income declined in 2022 from lower discrete tax benefits as well as reduced Brazil operating tax credits. This decline was partially offset by improved operating income as noted above. Adjusted net income was $36.0 million compared with $42.0 million in 2021, aligned with the adjusted operating income decline. Adjusted earnings per share were $0.37 compared with $0.43 in 2021.

Business Segment
Results

ACCO Brands North America – Sales of $306.6 million increased 3.9 percent from $295.1 million in 2021 and comparable sales increased 4.4 percent to $308.0 million. The increases in both were primarily due to higher prices and volume increases in school products, computer accessories, and business products, partially offset by lower sales of gaming accessories.

Operating income was $50.7 million versus $53.8 million in 2021. Adjusted operating income of $57.2 million decreased from $59.9 million in 2021. The decreases in operating income and adjusted operating income were primarily due to lower gross margins as inflation more than offset the benefit of price increases and lower SG&A. The current period included $0.8 million of higher restructuring costs.

ACCO Brands EMEA – Sales of $137.9 million decreased 12.2 percent from $157.0 million in 2021, due to adverse foreign exchange of $19.8 million, or 12.6 percent. Comparable sales of $157.7 million increased 0.4 percent as price increases offset lower volume in a difficult economic environment that included accelerated inflation.

The segment posted an operating loss of $1.5 million compared with operating income of $9.9 million in 2021 due to inflation that exceeded the benefit of price increases and lower volume. Adjusted operating income was $2.1 million, down from $13.8 million in 2021 for the same reasons. Cost increases in EMEA have been higher than in other segments due to significant increases in locally sourced raw materials related to the war in Ukraine, as well as high energy costs.

ACCO Brands International – Sales of $76.5 million increased 16.4 percent from $65.7 million in 2021 due to higher prices and increased volume, primarily in Latin America from a return to in-person education. Adverse foreign exchange was $2.4 million. Comparable sales were $78.9 million, up 20.1 percent, for the same reasons.

Operating income of $6.3 million increased from $2.8 million in 2021 due to higher sales and good expense management, partially offset by inflation. Adjusted operating income of $8.6 million increased from $4.8 million due to those same factors.

Six Month Results

Net sales increased 3.7 percent to $962.6 million from $928.3 million in 2021 as higher prices more than offset the unfavorable impact of foreign exchange which reduced sales by $38.5 million, or 4.1 percent. Comparable sales increased 7.8 percent due to higher prices and volume as offices and schools began reopening for in-person activity, partially offset by lower sales of gaming accessories.

Operating income increased to $62.2 million from $48.8 million in 2021, due to a favorable change of $18.4 million related to the contingent earnout, partially offset by the reduction of other adjusting items. Adjusted operating income was $80.7 million compared with $91.8 million last year primarily due to inflation that exceeded the benefit of price increases, partially offset by reduced incentive compensation expense. Unfavorable foreign exchange reduced operating income $2.2 million.

Net income was $36.7 million, or $0.37 per share, compared with $28.2 million, or $0.29 per share, in 2021, aligned with the operating income increase. Prior year net income included two significant discrete tax items, as well as expenses related to debt refinancing which did not repeat in 2022. Adjusted net income was $46.4 million, compared with $52.0 million in 2021, primarily reflecting the adjusted operating income decline, partially offset by lower interest expense. Adjusted earnings per share were $0.47 compared with $0.54 in 2021.

Capital Allocation and
Dividend

Year to date, the Company had $97.9 million of net cash outflow from operating activities. Free cash flow of $95.5 million represents cash used from operating activities of $97.9 million, excluding cash payments made for the PowerA contingent earnout of $9.2 million, less cash used for additions to property, plant and equipment of $7.0 million, plus cash proceeds from the disposition of assets of $0.2 million. The Company paid $14.4 million in dividends and repurchased 2.7 million shares for $19.4 million.

ACCO Brands today announced that its board of directors declared a regular quarterly cash dividend of $0.075 per share. The dividend will be paid on September 20, 2022, to stockholders of record as of the close of business on August 26, 2022.

Full Year 2022 Outlook

The Company is providing an updated full year outlook to reflect a more conservative view for the remainder of the year, including a moderating demand environment, continuing cost inflation, and more adverse foreign exchange. However, the Company anticipates second half gross margin improvement with rates higher than the prior year, as its pricing actions should begin to mitigate the impact of cumulative cost increases.

“Our company has a proven track record of managing well in periods of economic uncertainty and increasing our competitive advantage. We believe we have the right strategy and are well positioned to continue to deliver organic sales growth, compelling market performance, and improved financial results in the second half of this year and beyond,” Elisman added.

 

 

 

 

 

 

 

 

Current

Mid-Point

Prior

Mid-Point

Comparable Net Sales Growth

 

4.0% to 6.0%

5.0 %

3.5% to 8.5%

6.0%

FX Impact on Net Sales (1)

 

(4.5)%

 

(2.5)%

 

Reported Net Sales Growth

 

(0.5)% to 1.5%

0.5 %

1.0% to 6.0%

3.5%

Comparable Adjusted EPS

 

$1.45 to $1.50

$1.48

$1.52 to $1.62

$1.57

FX impact on Adjusted EPS (1)

 

$(0.06)

 

$(0.04)

 

Adjusted EPS

 

$1.39 to $1.44

$1.42

$1.48 to $1.58

$1.53

Free Cash Flow

 

$135M to $150M

$142.5

$165M

 

Adjusted Tax Rate

 

Approximately 29%

 

Approximately 29%

 

Bank Net Leverage

 

Approximately 3.0x

 

Less than 3.0x

 

(1) Based on spot rates as of 7/19/2022

Webcast

At 8:30 a.m. EDT on August 9, 2022, ACCO Brands Corporation will host a conference call to discuss the Company’s second quarter 2022 results. The call will be broadcast live via webcast. The webcast can be accessed through the Investor Relations section of www.accobrands.com. The webcast will be in listen-only mode and will be available for replay following the event.

About ACCO Brands
Corporation

ACCO Brands, the Home of Great Brands Built by Great People, designs, manufactures and markets consumer and end-user products that help people work, learn, play and thrive. Our widely recognized brands include AT-A-GLANCE®, Five Star®, Kensington®, Leitz®, Mead®, PowerA®, Swingline®, Tilibra® and many others. More information about ACCO Brands Corporation (NYSE: ACCO) can be found at www.accobrands.com.

Non-GAAP Financial
Measures

In addition to financial results reported in accordance with generally accepted accounting principles (GAAP), we have provided certain non-GAAP financial information in this earnings release to aid investors in understanding the Company’s performance. Each non-GAAP financial measure is defined and reconciled to its most closely related GAAP financial measure in the “About Non-GAAP Financial Measures” section of this earnings release.

Forward-Looking
Statements

Statements contained in this earnings release, other than statements of historical fact, particularly those anticipating future financial performance, business prospects, growth, strategies, business operations and similar matters, results of operations, liquidity and financial condition, are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. These statements are based on the beliefs and assumptions of management based on information available to us at the time such statements are made. These statements, which are generally identifiable by the use of the words “will,” “believe,” “expect,” “intend,” “anticipate,” “estimate,” “forecast,” “project,” “plan,” and similar expressions, are subject to certain risks and uncertainties, are made as of the date hereof, and we undertake no duty or obligation to update them. Because actual results may differ materially from those suggested or implied by such forward-looking statements, you should not place undue reliance on them when deciding whether to buy, sell or hold the Company’s securities.

Our outlook is based on certain assumptions, which we believe to be reasonable under the circumstances. These include, without limitation, assumptions regarding both the near-term and long-term impact of the COVID-19 pandemic; inflation and the impact on demand of global economic uncertainties; changes in the competitive landscape, including ongoing uncertainties in the traditional office products channels; as well as the impact of fluctuations in foreign currency and acquisitions and the other factors described below.

Among the factors that could cause our actual results to differ materially from our forward-looking statements are: the ongoing impact of the COVID-19 pandemic; a relatively limited number of large customers account for a significant percentage of our sales; issues that influence customer and consumer discretionary spending during periods of economic uncertainty or weakness; risks associated with foreign currency fluctuations; challenges related to the highly competitive business environment in which we operate; our ability to develop and market innovative products that meet consumer demands and to expand into new and adjacent product categories that are experiencing higher growth rates; our ability to successfully expand our business in emerging markets and the exposure to greater financial, operational, regulatory, compliance and other risks in such markets; the continued decline in the use of certain of our products; risks associated with seasonality; the sufficiency of investment returns on pension assets, risks related to actuarial assumptions, changes in government regulations and changes in the unfunded liabilities of a multi-employer pension plan; any impairment of our intangible assets; our ability to secure, protect and maintain our intellectual property rights, and our ability to license rights from major gaming console makers and video game publishers to support our gaming business; continued disruptions in the global supply chain; risks associated with changes in the cost or availability of raw materials, transportation, labor, and other necessary supplies and services and the cost of finished goods; the continued global shortage of microchips which are needed in our gaming and computer accessories businesses; risks associated with outsourcing production of certain of our products, information technology systems and other administrative functions; the failure, inadequacy or interruption of our information technology systems or its supporting infrastructure; risks associated with a cybersecurity incident or information security breach, including that related to a disclosure of personally identifiable information; our ability to grow profitably through acquisitions; our ability to successfully integrate acquisitions and achieve the financial and other results anticipated at the time of acquisition, including planned synergies; risks associated with our indebtedness, including limitations imposed by restrictive covenants, our debt service obligations, and our ability to comply with financial ratios and tests; a change in or discontinuance of our stock repurchase program or the payment of dividends; product liability claims, recalls or regulatory actions; the impact of litigation or other legal proceedings; our failure to comply with applicable laws, rules and regulations and self-regulatory requirements, the costs of compliance and the impact of changes in such laws; our ability to attract and retain qualified personnel; the volatility of our stock price; risks associated with circumstances outside our control, including those caused by public health crises, such as the occurrence of contagious diseases like COVID-19, severe weather events, war, terrorism and other geopolitical incidents; and other risks and uncertainties described in “Part I, Item 1A. Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2021, and in other reports we file with the Securities and Exchange Commission (“SEC”).

ACCO Brands Corporation and
Subsidiaries

Condensed Consolidated Balance
Sheets

 

 

 

 

 

 

 

 

 

June 30,

2022

 

 

December 31,

2021

 

(in millions)

 

(unaudited)

 

 

 

 

Assets

 

 

 

 

 

 

Current assets:

 

 

 

 

 

 

Cash and cash equivalents

$

 

91.7

 

$

 

41.2

 

Accounts receivable, net

 

 

423.9

 

 

 

416.1

 

Inventories

 

 

471.5

 

 

 

428.0

 

Other current assets

 

 

56.2

 

 

 

39.6

 

Total current assets

 

 

1,043.3

 

 

 

924.9

 

Total property, plant and equipment

 

 

594.7

 

 

 

656.4

 

Less: accumulated depreciation

 

 

(398.7

)

 

 

(441.8

)

Property, plant and equipment, net

 

 

196.0

 

 

 

214.6

 

Right of use asset, leases

 

 

96.8

 

 

 

105.2

 

Deferred income taxes

 

 

105.0

 

 

 

115.9

 

Goodwill

 

 

779.2

 

 

 

802.5

 

Identifiable intangibles, net

 

 

864.6

 

 

 

902.2

 

Other non-current assets

 

 

6.0

 

 

 

26.0

 

Total assets

$

 

3,090.9

 

$

 

3,091.3

 

Liabilities and Stockholders’ Equity

 

 

 

 

 

 

Current liabilities:

 

 

 

 

 

 

Notes payable

$

 

20.2

 

$

 

9.4

 

Current portion of long-term debt

 

 

33.9

 

 

 

33.6

 

Accounts payable

 

 

254.4

 

 

 

308.2

 

Accrued compensation

 

 

36.1

 

 

 

56.9

 

Accrued customer program liabilities

 

 

98.0

 

 

 

101.4

 

Lease liabilities

 

 

22.4

 

 

 

24.4

 

Current portion of contingent consideration

 

 

2.7

 

 

 

24.8

 

Other current liabilities

 

 

122.8

 

 

 

149.9

 

Total current liabilities

 

 

590.5

 

 

 

708.6

 

Long-term debt, net

 

 

1,124.5

 

 

 

954.1

 

Long-term lease liabilities

 

 

81.9

 

 

 

89.0

 

Deferred income taxes

 

 

147.7

 

 

 

145.2

 

Pension and post-retirement benefit obligations

 

 

194.2

 

 

 

222.3

 

Contingent consideration

 

 

0.3

 

 

 

12.0

 

Other non-current liabilities

 

 

78.9

 

 

 

95.3

 

Total liabilities

 

 

2,218.0

 

 

 

2,226.5

 

Stockholders’ equity:

 

 

 

 

 

 

Common stock

 

 

1.0

 

 

 

1.0

 

Treasury stock

 

 

(43.4

)

 

 

(40.9

)

Paid-in capital

 

 

1,894.7

 

 

 

1,902.2

 

Accumulated other comprehensive loss

 

 

(539.3

)

 

 

(535.5

)

Accumulated deficit

 

 

(440.1

)

 

 

(462.0

)

Total stockholders’ equity

 

 

872.9

 

 

 

864.8

 

Total liabilities and stockholders’ equity

$

 

3,090.9

 

$

 

3,091.3

 

 

ACCO Brands Corporation and
Subsidiaries

Consolidated Statements of Income
(Unaudited)

(In millions, except per share
data)

 

 

 

Three Months Ended
June 30,

 

 

 

Six Months Ended
June 30,

 

 

 

 

2022

 

2021

 

% Change

 

2022

 

2021

 

% Change

Net sales

$

521.0

 

$

517.8

 

 

0.6%

$

962.6

 

$

928.3

 

 

3.7%

Cost of products sold

 

371.0

 

 

353.7

 

 

4.9%

 

693.0

 

 

648.7

 

 

6.8%

Gross profit

 

150.0

 

 

164.1

 

 

(8.6)%

 

269.6

 

 

279.6

 

 

(3.6)%

Operating costs and expenses:

 

 

 

 

 

 

 

 

 

 

 

 

Selling, general and administrative expenses

 

91.6

 

 

97.7

 

 

(6.2)%

 

190.4

 

 

191.7

 

 

(0.7)%

Amortization of intangibles

 

10.5

 

 

11.6

 

 

(9.5)%

 

21.6

 

 

23.6

 

 

(8.5)%

Restructuring charges

 

1.9

 

 

 

 

NM

 

2.2

 

 

3.9

 

 

(43.6)%

Change in fair value of contingent consideration

 

(9.4

)

 

4.9

 

 

NM

 

(6.8

)

 

11.6

 

 

NM

Total operating costs and expenses

 

94.6

 

 

114.2

 

 

(17.2)%

 

207.4

 

 

230.8

 

 

(10.1)%

Operating income

 

55.4

 

 

49.9

 

 

11.0%

 

62.2

 

 

48.8

 

 

27.5%

Non-operating expense (income):

 

 

 

 

 

 

 

 

 

 

 

 

Interest expense

 

10.8

 

 

11.6

 

 

(6.9)%

 

20.5

 

 

24.8

 

 

(17.3)%

Interest income

 

(2.2

)

 

(0.5

)

 

NM

 

(3.6

)

 

(0.6

)

 

NM

Non-operating pension income

 

(1.3

)

 

(2.5

)

 

(48.0)%

 

(2.7

)

 

(3.3

)

 

(18.2)%

Other (income) expense, net

 

(3.7

)

 

(9.0

)

 

(58.9)%

 

(2.8

)

 

3.9

 

 

NM

Income before income tax

 

51.8

 

 

50.3

 

 

3.0%

 

50.8

 

 

24.0

 

 

111.7%

Income tax expense (benefit)

 

12.4

 

 

1.7

 

 

NM

 

14.1

 

 

(4.2

)

 

NM

Net income

$

39.4

 

$

48.6

 

 

(18.9)%

$

36.7

 

$

28.2

 

 

30.1%

 

 

 

 

 

 

 

 

 

 

 

 

 

Per share:

 

 

 

 

 

 

 

 

 

 

 

 

Basic income per share

$

0.41

 

$

0.51

 

 

(19.6)%

$

0.38

 

$

0.30

 

 

26.7%

Diluted income per share

$

0.40

 

$

0.50

 

 

(20.0)%

$

0.37

 

$

0.29

 

 

27.6%

 

 

 

 

 

 

 

 

 

 

 

 

 

Weighted average number of shares outstanding:

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

96.2

 

 

95.5

 

 

 

 

96.2

 

 

95.3

 

 

 

Diluted

 

97.4

 

 

97.2

 

 

 

 

98.0

 

 

96.9

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash dividends declared per common share

$

0.075

 

$

0.065

 

 

 

$

0.150

 

$

0.130

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Statistics (as a % of Net sales, except Income tax rate)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Three Months Ended
June 30,

 

 

 

Six Months Ended
June 30,

 

 

 

 

2022

 

2021

 

 

 

2022

 

2021

 

 

Gross profit (Net sales, less Cost of products sold)

 

28.8

%

 

31.7

%

 

 

 

28.0

%

 

30.1

%

 

 

Selling, general and administrative expenses

 

17.6

%

 

18.9

%

 

 

 

19.8

%

 

20.7

%

 

 

Operating income

 

10.6

%

 

9.6

%

 

 

 

6.5

%

 

5.3

%

 

 

Income before income tax

 

9.9

%

 

9.7

%

 

 

 

5.3

%

 

2.6

%

 

 

Net income

 

7.6

%

 

9.4

%

 

 

 

3.8

%

 

3.0

%

 

 

Income tax rate

 

23.9

%

 

3.4

%

 

 

 

27.8

%

 

(17.5

)%

 

 

 

 

ACCO Brands Corporation and
Subsidiaries

Condensed Consolidated Statements
of Cash Flows (Unaudited)

 

 

 

 

 

 

Six Months Ended June 30,

 

(in millions)

 

2022

 

 

2021

 

Operating activities

 

 

 

 

 

 

Net income

$

 

36.7

 

$

 

28.2

 

Amortization of inventory step-up

 

 

 

 

 

2.4

 

Payments of contingent consideration

 

 

(9.2

)

 

 

 

Loss on disposal of assets

 

 

(0.2

)

 

 

 

Change in fair value of contingent liability

 

 

(6.8

)

 

 

11.6

 

Depreciation

 

 

19.6

 

 

 

19.6

 

Amortization of debt issuance costs

 

 

1.4

 

 

 

1.5

 

Amortization of intangibles

 

 

21.6

 

 

 

23.6

 

Stock-based compensation

 

 

7.2

 

 

 

9.0

 

Loss on debt extinguishment

 

 

 

 

 

3.7

 

Changes in balance sheet items:

 

 

 

 

 

 

Accounts receivable

 

 

(12.4

)

 

 

(54.5

)

Inventories

 

 

(51.4

)

 

 

(77.9

)

Other assets

 

 

(18.7

)

 

 

(32.2

)

Accounts payable

 

 

(47.2

)

 

 

42.3

 

Accrued expenses and other liabilities

 

 

(34.8

)

 

 

(12.3

)

Accrued income taxes

 

 

(3.7

)

 

 

(20.1

)

Net cash used by operating activities

 

 

(97.9

)

 

 

(55.1

)

Investing activities

 

 

 

 

 

 

Additions to property, plant and equipment

 

 

(7.0

)

 

 

(9.3

)

Proceeds from the disposition of assets

 

 

0.2

 

 

 

 

Cost of acquisitions, net of cash acquired

 

 

 

 

 

15.4

 

Net cash (used) provided by investing activities

 

 

(6.8

)

 

 

6.1

 

Financing activities

 

 

 

 

 

 

Proceeds from long-term borrowings

 

 

218.0

 

 

 

648.8

 

Repayments of long-term debt

 

 

(25.6

)

 

 

(529.2

)

Proceeds of notes payable, net

 

 

11.3

 

 

 

2.2

 

Payment for debt premium

 

 

 

 

 

(9.8

)

Payments for debt issuance costs

 

 

 

 

 

(10.5

)

Dividends paid

 

 

(14.4

)

 

 

(12.4

)

Payments of contingent consideration

 

 

(17.8

)

 

 

 

Repurchases of common stock

 

 

(19.4

)

 

 

 

Payments related to tax withholding for stock-based compensation

 

 

(2.5

)

 

 

(0.9

)

Proceeds from the exercise of stock options

 

 

4.3

 

 

 

2.0

 

Net cash provided by financing activities

 

 

153.9

 

 

 

90.2

 

Effect of foreign exchange rate changes on cash and cash equivalents

 

 

1.3

 

 

 

0.1

 

Net increase in cash and cash equivalents

 

 

50.5

 

 

 

41.3

 

Cash and cash equivalents

 

 

 

 

 

 

Beginning of the period

 

 

41.2

 

 

 

36.6

 

End of the period

$

91.7

 

$

 

77.9

About Non-GAAP Financial Measures

This earnings release contains non-GAAP financial measures. We explain below how we calculate and use each of these non-GAAP financial measures and a reconciliation of our current period and historical non-GAAP financial measures to the most directly comparable GAAP financial measures follows.

We use our non-GAAP financial measures both to explain our results to stockholders and the investment community and in the internal evaluation and management of our business. We believe our non-GAAP financial measures provide management and investors with a more complete understanding of our underlying operational results and trends, facilitate meaningful period-to-period comparisons and enhance an overall understanding of our past and future financial performance.

Our non-GAAP financial measures exclude certain items that may have a material impact upon our reported financial results such as restructuring charges, transaction and integration expenses associated with material acquisitions, the impact of foreign currency fluctuation and acquisitions, unusual tax items and other non-recurring items that we consider to be outside of our core operations. These measures should not be considered in isolation or as a substitute for, or superior to, the directly comparable GAAP financial measures and should be read in connection with the Company’s financial statements presented in accordance with GAAP.

Our non-GAAP financial measures include the following:

Comparable Net Sales : Represents net sales excluding the impact of material acquisitions with current-period foreign operation sales translated at prior-year currency rates. We believe comparable net sales are useful to investors and management because they reflect underlying sales and sales trends without the effect of acquisitions and fluctuations in foreign exchange rates and facilitate meaningful period-to-period comparisons. We sometimes refer to comparable net sales as comparable sales.

Adjusted Gross Profit : Represents gross profit excluding the effect of the amortization of the step-up in inventory from material acquisitions. We believe adjusted gross profit is useful to investors and management because it reflects underlying gross profit without the effect of inventory adjustments resulting from acquisitions that we consider to be outside our core operations and facilitates meaningful period-to-period comparisons.

Adjusted Selling, General and Administrative (SG&A) Expenses : Represents selling, general and administrative expenses excluding transaction and integration expenses related to our material acquisitions. We believe adjusted SG&A expenses are useful to investors and management because they reflect underlying SG&A expenses without the effect of expenses related to acquiring and integrating acquisitions that we consider to be outside our core operations and facilitate meaningful period-to-period comparisons.

Adjusted Operating Income/Adjusted Income Before Taxes/Adjusted
Net Income/Adjusted Net Income Per Diluted Share
 : Represents operating income, income before taxes, net income, and net income per diluted share excluding restructuring charges, the amortization of intangibles, the amortization of the step-up in value of inventory, the change in fair value of contingent consideration, transaction and integration expenses associated with material acquisitions, non-recurring items in interest expense or other income/expense such as expenses associated with debt refinancing, a bond redemption, or a pension curtailment, and other non-recurring items as well as all unusual and discrete income tax adjustments, including income tax related to the foregoing. We believe these adjusted non-GAAP financial measures are useful to investors and management because they reflect our underlying operating performance before items that we consider to be outside our core operations and facilitate meaningful period-to-period comparisons. Senior management’s incentive compensation is derived, in part, using adjusted operating income and adjusted net income per diluted share, which is derived from adjusted net income. We sometimes refer to adjusted net income per diluted share as adjusted earnings per share.

Comparable Adjusted Net Income Per Diluted Share: Represents adjusted net income per diluted share excluding the incremental current year impact of foreign exchange. We sometimes refer to comparable adjusted net income per diluted share as comparable adjusted earnings per share.

Adjusted Income Tax Expense/Rate : Represents income tax expense/rate excluding the tax effect of the items that have been excluded from adjusted income before taxes, unusual income tax items such as the impact of tax audits and changes in laws, significant reserves for cash repatriation, excess tax benefits/losses, and other discrete tax items. We believe our adjusted income tax expense/rate is useful to investors because it reflects our baseline income tax expense/rate before benefits/losses and other discrete items that we consider to be outside our core operations and facilitates meaningful period-to-period comparisons.

Adjusted EBITDA: Represents net income excluding the effects of depreciation, stock-based compensation expense, amortization of intangibles, the change in fair value of contingent consideration, interest expense, net, other (income) expense, net, and income tax expense, the amortization of the step-up in value of inventory, transaction and integration expenses associated with material acquisitions, restructuring charges, non-recurring items in interest expense or other income/expense such as expenses associated with debt refinancing, a bond redemption, or a pension curtailment and other non-recurring items. We believe adjusted EBITDA is useful to investors because it reflects our underlying cash profitability and adjusts for certain non-cash charges, and items that we consider to be outside our core operations and facilitates meaningful period-to-period comparisons.

Free Cash Flow: Represents cash flow from operating activities, excluding cash payments made for contingent earnouts, less cash used for additions to property, plant and equipment, plus cash proceeds from the disposition of assets. We believe free cash flow is useful to investors because it measures our available cash flow for paying dividends, funding strategic material acquisitions, reducing debt, and repurchasing shares.

Net Leverage Ratio: Represents balance sheet debt, plus debt origination costs and less any cash and cash equivalents divided by adjusted EBITDA. We believe that net leverage ratio is useful to investors since the company has the ability to, and may decide to use a portion of its cash and cash equivalents to retire debt.

This earnings release also provides forward-looking non-GAAP comparable net sales, adjusted earnings per share, comparable adjusted earnings per share, free cash flow, adjusted EBITDA, net leverage ratio and adjusted tax rate. We do not provide a reconciliation of forward-looking comparable net sales, adjusted earnings per share, comparable adjusted earnings per share, free cash flow, adjusted EBITDA, net leverage ratio or adjusted tax rate to GAAP because the GAAP financial measure is not accessible on a forward-looking basis and reconciling information is not available without unreasonable effort due to the inherent difficulty of forecasting and quantifying certain amounts that are necessary for such a reconciliation, including adjustments that could be made for restructuring, integration and acquisition-related expenses, the variability of our tax rate and the impact of foreign currency fluctuation and material acquisitions, and other charges reflected in our historical numbers. The probable significance of each of these items is high and, based on historical experience, could be material.

ACCO Brands Corporation and
Subsidiaries

Reconciliation of GAAP to Adjusted
Non-GAAP Information (Unaudited)

(In millions, except per share
data)

 

 

 

The following tables set forth a reconciliation of certain Consolidated Statements of Income information reported in accordance with GAAP to adjusted Non-GAAP Information for the three months ended June 30, 2022 and 2021.

 

 

 

 

 

Three Months Ended June 30, 2022

 

 

 

 

 

SG&A

 

 

%
of Sales

 

 

 

Operating

Income

 

 

%
of Sales

 

 

 

Income before Tax

 

 

%
of Sales

 

 

 

Income Tax

Expense (E)

 

 

Tax
Rate

 

 

 

Net Income

 

 

%
of Sales

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Reported GAAP

 

$

 

91.6

 

 

 

17.6

%

 

$

 

55.4

 

 

 

10.6

%

 

$

 

51.8

 

 

 

9.9

%

 

$

 

12.4

 

 

 

23.9

%

 

$

 

39.4

 

 

 

7.6

%

 

Reported GAAP diluted income per share (EPS)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

$

 

0.40

 

 

 

 

 

Release of charge for Russia business

(A)

 

 

0.3

 

 

 

 

 

 

 

(0.3

)

 

 

 

 

 

 

(0.3

)

 

 

 

 

 

 

(0.1

)

 

 

 

 

 

 

(0.2

)

 

 

 

 

Restructuring charges

 

 

 

 

 

 

 

 

 

 

1.9

 

 

 

 

 

 

 

1.9

 

 

 

 

 

 

 

0.4

 

 

 

 

 

 

 

1.5

 

 

 

 

 

Amortization of intangibles

 

 

 

 

 

 

 

 

 

 

10.5

 

 

 

 

 

 

 

10.5

 

 

 

 

 

 

 

2.7

 

 

 

 

 

 

 

7.8

 

 

 

 

 

Change in fair value of contingent consideration

(B)

 

 

 

 

 

 

 

 

 

(9.4

)

 

 

 

 

 

 

(9.4

)

 

 

 

 

 

 

(2.4

)

 

 

 

 

 

 

(7.0

)

 

 

 

 

Brazil tax credits

(I)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(3.8

)

 

 

 

 

 

 

(1.3

)

 

 

 

 

 

 

(2.5

)

 

 

 

 

Other discrete tax items

(J)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

3.0

 

 

 

 

 

 

 

(3.0

)

 

 

 

 

Adjusted Non-GAAP

 

$

 

91.9

 

 

 

17.6

%

 

$

 

58.1

 

 

 

11.2

%

 

$

 

50.7

 

 

 

9.7

%

 

$

 

14.7

 

 

 

29.0

%

 

$

 

36.0

 

 

 

6.9

%

 

Adjusted diluted income per share (Adjusted EPS)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

$

 

0.37

 

 

 

 

 

 

 

Three Months Ended June 30, 2021

 

 

 

 

 

SG&A

 

 

%
of Sales

 

 

 

Operating Income

 

 

%
of Sales

 

 

 

Income before Tax

 

 

%
of Sales

 

 

 

Income Tax Expense (E)

 

 

Tax
Rate

 

 

 

Net Income

 

 

%
of Sales

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Reported GAAP

 

$

 

97.7

 

 

 

18.9

%

 

$

 

49.9

 

 

 

9.6

%

 

$

 

50.3

 

 

 

9.7

%

 

$

 

1.7

 

 

 

3.4

%

 

$

 

48.6

 

 

 

9.4

%

Reported GAAP diluted income per share (EPS)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

$

 

0.50

 

 

 

 

Transaction and integration expenses

(D)

 

 

(0.8

)

 

 

 

 

 

 

0.8

 

 

 

 

 

 

 

0.8

 

 

 

 

 

 

 

0.2

 

 

 

 

 

 

 

0.6

 

 

 

 

Amortization of intangibles

 

 

 

 

 

 

 

 

 

 

11.6

 

 

 

 

 

 

 

11.6

 

 

 

 

 

 

 

3.2

 

 

 

 

 

 

 

8.4

 

 

 

 

Change in fair value of contingent consideration

(B)

 

 

 

 

 

 

 

 

 

4.9

 

 

 

 

 

 

 

4.9

 

 

 

 

 

 

 

1.5

 

 

 

 

 

 

 

3.4

 

 

 

 

Brazil tax credits

(I)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(9.1

)

 

 

 

 

 

 

(3.1

)

 

 

 

 

 

 

(6.0

)

 

 

 

Other discrete tax items

(J)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

13.0

 

 

 

 

 

 

 

(13.0

)

 

 

 

Adjusted Non-GAAP

 

$

 

96.9

 

 

 

18.7

%

 

$

 

67.2

 

 

 

13.0

%

 

$

 

58.5

 

 

 

11.3

%

 

$

 

16.5

 

 

 

28.2

%

 

$

 

42.0

 

 

 

8.1

%

Adjusted diluted income per share (Adjusted EPS)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

$

 

0.43

 

 

 

 

See “Notes to Reconciliations of GAAP to Adjusted Non-GAAP Information and Net Income to Adjusted EBITDA (Unaudited)” for further information regarding adjusted items.

 

ACCO Brands Corporation and
Subsidiaries

Reconciliation of GAAP to Adjusted
Non-GAAP Information (Unaudited)

(In millions, except per share
data)

 

The following tables set forth a reconciliation of certain Consolidated Statements of Income information reported in accordance with GAAP to adjusted Non-GAAP Information for the six months ended June 30, 2022 and 2021

 

 

 

Six Months Ended June 30, 2022

 

 

 

 

SG&A

 

 

%
of Sales

 

 

 

Operating

Income

 

 

%
of Sales

 

 

 

Income before Tax

 

 

%
of Sales

 

 

 

Income Tax Expense (E)

 

 

Tax
Rate

 

 

 

Net Income

 

 

%
of Sales

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Reported GAAP

 

$

 

190.4

 

 

 

19.8

%

 

$

 

62.2

 

 

 

6.5

%

 

$

 

50.8

 

 

 

5.3

%

 

$

 

14.1

 

 

 

27.8

%

 

$

 

36.7

 

 

 

3.8

%

Reported GAAP diluted income per share (EPS)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

$

 

0.37

 

 

 

 

Charge for Russia business

(A)

 

 

(1.5

)

 

 

 

 

 

 

1.5

 

 

 

 

 

 

 

1.5

 

 

 

 

 

 

 

0.3

 

 

 

 

 

 

 

1.2

 

 

 

 

Restructuring charges

 

 

 

 

 

 

 

 

 

 

2.2

 

 

 

 

 

 

 

2.2

 

 

 

 

 

 

 

0.5

 

 

 

 

 

 

 

1.7

 

 

 

 

Amortization of intangibles

 

 

 

 

 

 

 

 

 

 

21.6

 

 

 

 

 

 

 

21.6

 

 

 

 

 

 

 

5.7

 

 

 

 

 

 

 

15.9

 

 

 

 

Change in fair value of contingent consideration

(B)

 

 

 

 

 

 

 

 

 

(6.8

)

 

 

 

 

 

 

(6.8

)

 

 

 

 

 

 

(1.7

)

 

 

 

 

 

 

(5.1

)

 

 

 

Operating tax gains

(H)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(0.1

)

 

 

 

 

 

 

 

 

 

 

 

 

 

(0.1

)

 

 

 

Brazil tax credits

(I)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(3.8

)

 

 

 

 

 

 

(1.3

)

 

 

 

 

 

 

(2.5

)

 

 

 

Other discrete tax items

(J)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

1.4

 

 

 

 

 

 

 

(1.4

)

 

 

 

Adjusted Non-GAAP

 

$

 

188.9

 

 

 

19.6

%

 

$

 

80.7

 

 

 

8.4

%

 

$

 

65.4

 

 

 

6.8

%

 

$

 

19.0

 

 

 

29.0

%

 

$

 

46.4

 

 

 

4.8

%

Adjusted diluted income per share (Adjusted EPS)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

$

 

0.47

 

 

 

 

Six Months Ended June 30, 2021

Gross Profit

 

 

%
of

Sales

 

 

SG&A

 

 

%
of

Sales

 

 

 

Operating Income

 

 

%
of

Sales

 

 

 

Income before Tax

 

 

%
of

Sales

 

 

 

Income Tax (Benefit) Expense (E)

 

 

Tax

Rate

 

 

 

Net Income

 

%
of Sales

 

Reported GAAP

 

$

 

279.6

 

 

 

30.1

%

 

$

 

191.7

 

 

 

20.7

%

 

$

 

48.8

 

 

 

5.3

%

 

$

 

24.0

 

 

 

2.6

%

 

$

 

(4.2

)

 

 

(17.5

)%

 

$

 

28.2

 

 

 

3.0

%

Reported GAAP diluted income per share (EPS)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

$

 

0.29

 

 

 

 

Inventory step-up amortization

(C)

 

 

2.4

 

 

 

 

 

 

 

 

 

 

 

 

 

 

2.4

 

 

 

 

 

 

 

2.4

 

 

 

 

 

 

 

0.6

 

 

 

 

 

 

 

1.8

 

 

 

 

Transaction and integration expenses

(D)

 

 

 

 

 

 

 

 

 

(1.5

)

 

 

 

 

 

 

1.5

 

 

 

 

 

 

 

1.5

 

 

 

 

 

 

 

0.4

 

 

 

 

 

 

 

1.1

 

 

 

 

Restructuring charges

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

3.9

 

 

 

 

 

 

 

3.9

 

 

 

 

 

 

 

1.0

 

 

 

 

 

 

 

2.9

 

 

 

 

Amortization of intangibles

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

23.6

 

 

 

 

 

 

 

23.6

 

 

 

 

 

 

 

6.4

 

 

 

 

 

 

 

17.2

 

 

 

 

Change in fair value of contingent consideration

(B)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

11.6

 

 

 

 

 

 

 

11.6

 

 

 

 

 

 

 

3.2

 

 

 

 

 

 

 

8.4

 

 

 

 

Refinancing costs

(E)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

3.7

 

 

 

 

 

 

 

1.0

 

 

 

 

 

 

 

2.7

 

 

 

 

Operating tax gain

(H)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(0.2

)

 

 

 

 

 

 

 

 

 

 

 

 

 

(0.2

)

 

 

 

Brazil tax credits

(I)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(9.1

)

 

 

 

 

 

 

(3.1

)

 

 

 

 

 

 

(6.0

)

 

 

 

Bond redemption

(F)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

9.8

 

 

 

 

 

 

 

2.6

 

 

 

 

 

 

 

7.2

 

 

 

 

Pension curtailment

(G)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

1.4

 

 

 

 

 

 

 

0.4

 

 

 

 

 

 

 

1.0

 

 

 

 

Other discrete tax items

(J)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

12.3

 

 

 

 

 

 

 

(12.3

)

 

 

 

Adjusted Non-GAAP

 

$

 

282.0

 

 

 

30.4

%

 

$

 

190.2

 

 

 

20.5

%

 

$

 

91.8

 

 

 

9.9

%

 

$

 

72.6

 

 

 

7.8

%

 

$

 

20.6

 

 

 

28.4

%

 

$

 

52.0

 

 

 

5.6

%

Adjusted diluted income per share (Adjusted EPS)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

$

 

0.54

 

 

 

 

See “Notes to Reconciliations of GAAP to Adjusted Non-GAAP Information and Net Income to Adjusted EBITDA (Unaudited)” for further information regarding adjusted items.

 

ACCO Brands Corporation and
Subsidiaries

Reconciliation of Net Income to
Adjusted EBITDA (Unaudited)

(In millions)

 

The following table sets forth a reconciliation of net income reported in accordance with GAAP to Adjusted EBITDA.

 

 

 

 

Three Months Ended
June 30,

 

 

 

 

 

Six Months Ended
June 30,

 

 

 

 

 

 

 

2022

 

 

2021

 

 

% Change

 

 

2022

 

 

2021

 

 

% Change

 

Net income

 

$

 

39.4

 

$

 

48.6

 

 

 

(18.9

)%

$

 

36.7

 

$

 

28.2

 

 

 

30.1

%

Inventory step-up amortization

(C)

 

 

 

 

 

 

 

NM

 

 

 

 

 

 

2.4

 

 

 

(100.0

)%

Transaction and integration expenses

(D)

 

 

 

 

 

0.8

 

 

 

(100.0

)%

 

 

 

 

 

1.5

 

 

 

(100.0

)%

Stock-based compensation

 

 

 

2.3

 

 

 

4.2

 

 

 

(45.2

)%

 

 

7.2

 

 

 

9.0

 

 

 

(20.0

)%

Depreciation

 

 

 

9.7

 

 

 

10.0

 

 

 

(3.0

)%

 

 

19.6

 

 

 

19.6

 

 

 

%

(Release) charge for Russia business

(A)

 

 

(0.3

)

 

 

 

 

NM

 

 

 

1.5

 

 

 

 

 

NM

 

Amortization of intangibles

 

 

 

10.5

 

 

 

11.6

 

 

 

(9.5

)%

 

 

21.6

 

 

 

23.6

 

 

 

(8.5

)%

Restructuring charges

 

 

 

1.9

 

 

 

 

 

NM

 

 

 

2.2

 

 

 

3.9

 

 

 

(43.6

)%

Change in fair value of contingent consideration

(B)

 

 

(9.4

)

 

 

4.9

 

 

NM

 

 

 

(6.8

)

 

 

11.6

 

 

NM

 

Pension curtailment

(G)

 

 

 

 

 

 

 

NM

 

 

 

 

 

 

1.4

 

 

 

(100.0

)%

Interest expense, net

 

 

 

8.6

 

 

 

11.1

 

 

 

(22.5

)%

 

 

16.9

 

 

 

24.2

 

 

 

(30.2

)%

Other (income) expense, net

 

 

 

(3.7

)

 

 

(9.0

)

 

 

(58.9

)%

 

 

(2.8

)

 

 

3.9

 

 

NM

 

Income tax expense (benefit)

 

 

 

12.4

 

 

 

1.7

 

 

NM

 

 

 

14.1

 

 

 

(4.2

)

 

NM

 

Adjusted EBITDA (non-GAAP)

 

$

 

71.4

 

$

 

83.9

 

 

 

(14.9

)%

$

 

110.2

 

$

 

125.1

 

 

 

(11.9

)%

Adjusted EBITDA as
a % of Net Sales

 

 

 

13.7

%

 

 

16.2

%

 

 

 

 

 

11.4

%

 

 

13.5

%

 

 

 

 

See “Notes to Reconciliations of GAAP to Adjusted Non-GAAP Information and Net Income to Adjusted EBITDA (Unaudited)” for further information regarding adjusted items.

Reconciliation of Net Cash Used by
Operating Activities to Free Cash Flow (Unaudited)

(In millions)

 

The following table sets forth a reconciliation of net cash provided by operating activities reported in accordance with GAAP to Free Cash Flow.

 

 

 

Three Months Ended

June 30, 2022

 

 

Three Months Ended

June 30, 2021

 

 

Six Months Ended

June 30, 2022

 

 

Six Months Ended

June 30, 2021

 

Net cash provided (used) by operating activities

$

 

6.3

 

$

 

(12.7

)

$

 

(97.9

)

$

 

(55.1

)

Net cash (used) provided by:

 

 

 

 

 

 

 

 

 

 

 

 

Additions to property, plant and equipment

 

 

(3.6

)

 

 

(5.5

)

 

 

(7.0

)

 

 

(9.3

)

Proceeds from the disposition of assets

 

 

0.2

 

 

 

 

 

 

0.2

 

 

 

 

Payments of contingent consideration

 

 

9.2

 

 

 

 

 

 

9.2

 

 

 

 

Free cash flow (non-GAAP)

$

 

12.1

 

$

 

(18.2

)

$

 

(95.5

)

$

 

(64.4

)

 

Notes to Reconciliations of GAAP
to Adjusted Non-GAAP Information and Net Income to Adjusted EBITDA
(Unaudited)

 

A.

Represents a net charge to operating expense related to our Russia business.

B.

Represents the change in fair value of the contingent consideration for the PowerA acquisition. The change in fair value of the contingent consideration is assessed every quarter and is included as expense/income in the consolidated statements of income.

C.

Represents the amortization of step-up in the value of inventory associated with the PowerA acquisition.

D.

Represents transaction and integration expenses associated with our acquisitions.

E.

Represents the write-off of debt issuance costs and other costs associated with the Company’s 2021 debt refinancing and discharge of its obligations on the senior unsecured notes due in 2024.

F.

Represents a call premium on the 2021 redemption of the senior unsecured notes due in 2024.

G.

Represents a pension curtailment related to restructuring projects.

H.

Represents gains related to the release of unneeded reserves for certain operating taxes.

I.

Represents certain indirect tax credits related to Brazil.

J.

The adjustments to income tax expense include the effects of the adjustments outlined above and discrete tax adjustments.

ACCO Brands Corporation and
Subsidiaries

Supplemental Business Segment
Information and Reconciliation (Unaudited)

(In millions)

 

 

 

2022

 

2021

 

Changes

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Adjusted

 

 

 

 

 

 

 

 

 

 

 

 

 

Adjusted

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Reported

 

 

 

 

 

Adjusted

 

 

Operating

 

 

 

 

Reported

 

 

 

 

 

Adjusted

 

 

Operating

 

 

 

 

 

 

Adjusted

 

 

Adjusted

 

 

 

 

 

 

 

 

Operating

 

 

 

 

 

Operating

 

 

Income

 

 

 

 

Operating

 

 

 

 

 

Operating

 

 

Income

 

 

 

 

 

 

Operating

 

 

Operating

 

 

 

 

 

Reported

 

 

Income

 

 

Adjusted

 

 

Income

 

 

(Loss)

 

Reported

 

 

Income

 

 

Adjusted

 

 

Income

 

 

(Loss)

 

Net Sales

 

 

Net Sales

 

Income

 

 

Income

 

Margin

 

 

 

Net Sales

 

 

(Loss)

 

 

Items

 

 

(Loss)

 

 

Margin

 

Net Sales

 

 

(Loss)

 

 

Items

 

 

(Loss)

 

 

Margin

 

$

 

 

%

 

(Loss) $

 

 

(Loss) %

 

Points

 

Q1:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

ACCO Brands North America

$

 

208.5

 

$

 

13.9

 

$

 

5.9

 

$

 

19.8

 

 

9.5%

$

 

188.8

 

$

 

(0.7

)

$

 

11.9

 

$

 

11.2

 

 

5.9%

$

 

19.7

 

 

10.4%

$

 

8.6

 

 

76.8%

 

 

360

 

ACCO Brands EMEA

 

 

156.1

 

 

 

5.6

 

 

 

3.5

 

 

 

9.1

 

 

5.8%

 

 

156.9

 

 

 

16.8

 

 

 

4.4

 

 

 

21.2

 

 

13.5%

 

 

(0.8

)

 

(0.5)%

 

 

(12.1

)

 

(57.1)%

 

 

(770

)

ACCO Brands International

 

 

77.0

 

 

 

4.2

 

 

 

2.0

 

 

 

6.2

 

 

8.1%

 

 

64.8

 

 

 

0.6

 

 

 

2.5

 

 

 

3.1

 

 

4.8%

 

 

12.2

 

 

18.8%

 

 

3.1

 

 

100.0%

 

 

330

 

Corporate

 

 

 

 

 

(16.9

)

 

 

4.4

 

 

 

(12.5

)

 

 

 

 

 

 

 

(17.8

)

 

 

6.9

 

 

 

(10.9

)

 

 

 

 

 

 

 

 

 

(1.6

)

 

 

 

 

 

Total

$

 

441.6

 

$

 

6.8

 

$

 

15.8

 

$

 

22.6

 

 

5.1%

$

 

410.5

 

$

 

(1.1

)

$

 

25.7

 

$

 

24.6

 

 

6.0%

$

 

31.1

 

 

7.6%

$

 

(2.0

)

 

(8.1)%

 

 

(90

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Q2:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

ACCO Brands North America

$

 

306.6

 

$

 

50.7

 

$

 

6.5

 

$

 

57.2

 

 

18.7 %

$

 

295.1

 

$

 

53.8

 

$

 

6.1

 

$

 

59.9

 

 

20.3%

$

 

11.5

 

 

3.9%

$

 

(2.7

)

 

(4.5)%

 

 

(160

)

ACCO Brands EMEA

 

 

137.9

 

 

 

(1.5

)

 

 

3.6

 

 

 

2.1

 

 

1.5 %

 

 

157.0

 

 

 

9.9

 

 

 

3.9

 

 

 

13.8

 

 

8.8%

 

 

(19.1

)

 

(12.2)%

 

 

(11.7

)

 

(84.8)%

 

 

(730

)

ACCO Brands International

 

 

76.5

 

 

 

6.3

 

 

 

2.3

 

 

 

8.6

 

 

11.2 %

 

 

65.7

 

 

 

2.8

 

 

 

2.0

 

 

 

4.8

 

 

7.3%

 

 

10.8

 

 

16.4%

 

 

3.8

 

 

79.2%

 

 

390

 

Corporate

 

 

 

 

 

(0.1

)

 

 

(9.7

)

 

 

(9.8

)

 

 

 

 

 

 

 

(16.6

)

 

 

5.3

 

 

 

(11.3

)

 

 

 

 

 

 

 

 

 

1.5

 

 

 

 

 

 

Total

$

 

521.0

 

$

 

55.4

 

$

 

2.7

 

$

 

58.1

 

 

11.2 %

$

 

517.8

 

$

 

49.9

 

$

 

17.3

 

$

 

67.2

 

 

13.0%

$

 

3.2

 

 

0.6%

$

 

(9.1

)

 

(13.5)%

 

 

(180

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Q3:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

ACCO Brands North America

 

 

 

 

 

 

 

 

 

 

 

 

 

 

$

 

287.5

 

$

 

34.6

 

$

 

7.0

 

$

 

41.6

 

 

14.5%

 

 

 

 

 

 

 

 

 

 

 

 

 

ACCO Brands EMEA

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

161.1

 

 

 

13.4

 

 

 

3.9

 

 

 

17.3

 

 

10.7%

 

 

 

 

 

 

 

 

 

 

 

 

 

ACCO Brands International

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

78.1

 

 

 

7.3

 

 

 

2.5

 

 

 

9.8

 

 

12.5%

 

 

 

 

 

 

 

 

 

 

 

 

 

Corporate

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(16.7

)

 

 

5.0

 

 

 

(11.7

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total

 

 

 

 

 

 

 

 

 

 

 

 

 

 

$

 

526.7

 

$

 

38.6

 

$

 

18.4

 

$

 

57.0

 

 

10.8%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Q4:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

ACCO Brands North America

 

 

 

 

 

 

 

 

 

 

 

 

 

 

$

 

271.0

 

$

 

34.2

 

$

 

7.7

 

$

 

41.9

 

 

15.5%

 

 

 

 

 

 

 

 

 

 

 

 

 

ACCO Brands EMEA

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

187.9

 

 

 

21.6

 

 

 

3.3

 

 

 

24.9

 

 

13.3%

 

 

 

 

 

 

 

 

 

 

 

 

 

ACCO Brands International

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

111.4

 

 

 

20.9

 

 

 

2.0

 

 

 

22.9

 

 

20.6%

 

 

 

 

 

 

 

 

 

 

 

 

 

Corporate

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(13.1

)

 

 

2.5

 

 

 

(10.6

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total

 

 

 

 

 

 

 

 

 

 

 

 

 

 

$

 

570.3

 

$

 

63.6

 

$

 

15.5

 

$

 

79.1

 

 

13.9%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

YTD:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

ACCO Brands North America

$

 

515.1

 

$

 

64.6

 

$

 

12.4

 

$

 

77.0

 

 

14.9%

$

 

1,042.4

 

$

 

121.9

 

$

 

32.7

 

$

 

154.6

 

 

14.8%

 

 

 

 

 

 

 

 

 

 

 

 

 

ACCO Brands EMEA

 

 

294.0

 

 

 

4.1

 

 

 

7.1

 

 

 

11.2

 

 

3.8%

 

 

662.9

 

 

 

61.7

 

 

 

15.5

 

 

 

77.2

 

 

11.6%

 

 

 

 

 

 

 

 

 

 

 

 

 

ACCO Brands International

 

 

153.5

 

 

 

10.5

 

 

 

4.3

 

 

 

14.8

 

 

9.6%

 

 

320.0

 

 

 

31.6

 

 

 

9.0

 

 

 

40.6

 

 

12.7%

 

 

 

 

 

 

 

 

 

 

 

 

 

Corporate

 

 

 

 

 

(17.0

)

 

 

(5.3

)

 

 

(22.3

)

 

 

 

 

 

 

 

(64.2

)

 

 

19.7

 

 

 

(44.5

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total

$

 

962.6

 

$

 

62.2

 

$

 

18.5

 

$

 

80.7

 

 

8.4%

$

 

2,025.3

 

$

 

151.0

 

$

 

76.9

 

$

 

227.9

 

 

11.3%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

See “Notes to Reconciliations of GAAP to Adjusted Non-GAAP Information and Net Income to Adjusted EBITDA (Unaudited)” for further information regarding adjusted items.

 

ACCO Brands Corporation and
Subsidiaries

Supplemental Net Sales Change
Analysis (Unaudited)

 

 

 

% Change – Net Sales

 

$ Change – Net Sales (in millions)

 

 

 

 

GAAP

Non-GAAP

 

 

GAAP

Non-GAAP

 

 

 

 

 

 

 

 

Comparable

 

 

 

 

 

 

Comparable

 

 

 

 

Net Sales

 

Currency

 

Net Sales

 

 

Net Sales

 

Currency

 

Net Sales

 

Comparable

 

 

Change

 

Translation

 

Change

 

 

Change

 

Translation

 

Change

 

Net Sales

Q1 2022:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

ACCO Brands North America

 

10.4 %

 

— %

 

10.4 %

 

$

19.7

$

$

19.7

$

208.5

ACCO Brands EMEA

 

(0.5)%

 

(7.9)%

 

7.4 %

 

 

(0.8)

 

(12.4)

 

11.6

 

168.5

ACCO Brands International

 

18.8 %

 

(3.9)%

 

22.7 %

 

 

12.2

 

(2.5)

 

14.7

 

79.5

Total

 

7.6 %

 

(3.6)%

 

11.2 %

 

$

31.1

$

(14.9)

$

46.0

$

456.5

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Q2 2022:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

ACCO Brands North America

 

3.9 %

 

(0.5)%

 

4.4 %

 

$

11.5

$

(1.4)

$

12.9

$

308.0

ACCO Brands EMEA

 

(12.2)%

 

(12.6)%

 

0.4 %

 

 

(19.1)

 

(19.8)

 

0.7

 

157.7

ACCO Brands International

 

16.4 %

 

(3.7)%

 

20.1 %

 

 

10.8

 

(2.4)

 

13.2

 

78.9

Total

 

0.6 %

 

(4.6)%

 

5.2 %

 

$

3.2

$

(23.6)

$

26.8

$

544.6

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

2022 YTD:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

ACCO Brands North America

 

6.4 %

 

(0.3)%

 

6.7 %

 

$

31.2

$

(1.4)

$

32.6

$

516.5

ACCO Brands EMEA

 

(6.3)%

 

(10.3)%

 

4.0 %

 

 

(19.9)

 

(32.2)

 

12.3

 

326.2

ACCO Brands International

 

17.6 %

 

(3.8)%

 

21.4 %

 

 

23.0

 

(4.9)

 

27.9

 

158.4

Total

 

3.7 %

 

(4.1)%

 

7.8 %

 

$

34.3

$

(38.5)

$

72.8

$

1,001.1

(A) Comparable net sales represents net sales excluding material acquisitions and with current-period foreign operation sales translated at the prior-year currency rates.

 

Christopher McGinnis
Investor Relations
(847) 796-4320

Julie McEwan
Media Relations
(937) 974-8162

Source: ACCO Brands Corporation


Release – Reminder: Direct Digital Holdings to Report Second Quarter 2022 Financial Results



Reminder: Direct Digital Holdings to Report Second Quarter 2022 Financial Results

Research, News, and Market Data on Direct Digital Holdings

August 04, 2022 9:00am EDT
Download as PDF

HOUSTON, Aug. 4, 2022  /PRNewswire/ — Direct Digital Holdings (Nasdaq: DRCT) (“Direct Digital”), a leading advertising and marketing technology platform and owner of operating companies Colossus SSP, Huddled Masses and Orange 142, will report financial results for the second quarter ended June 30, 2022, on Thursday, August 11, 2022 after the U.S. stock market closes. Management will host a conference call and webcast on the same day at 5:00 P.M. ET to discuss the results.

 

The live webcast and replay can be accessed at https://ir.directdigitalholdings.com/.

About
Direct Digital Holdings
Direct Digital Holdings (Nasdaq: DRCT), owner of operating companies Colossus SSP, Huddled Masses and Orange 142, brings state-of-the-art sell- and buy-side advertising platforms together under one umbrella company. Direct Digital Holdings’ sell-side platform, Colossus SSP, offers advertisers of all sizes extensive reach within general market and multicultural media properties. The company’s subsidiaries Huddled Masses and Orange142 deliver significant ROI for middle market advertisers by providing data-optimized programmatic solutions at scale for businesses in sectors that range from energy to healthcare to travel to financial services. Direct Digital Holdings’ sell- and buy-side solutions manage approximately 70,000 clients monthly, generating over 90 billion impressions per month across display, CTV, in-app and other media channels. The company has been named a top minority-owned business by The Houston Business Journal.

Cision View original content to download multimedia:https://www.prnewswire.com/news-releases/reminder-direct-digital-holdings-to-report-second-quarter-2022-financial-results-301599633.html

SOURCE Direct Digital Holdings

Released August 4, 2022

 

Cultures Impact on Economic Strength and Success


Image Credit: John Hritz (Flickr)


Prioritizing Investments at the Expense of Luxuries is Key to Societal Wealth

In a pioneering study, psychologist Walter Mischel demonstrated that delaying gratification in childhood led to success in later life. The experiment entailed placing toddlers in a room with treats and giving them the option of eating them immediately or waiting for fifteen minutes so that they could get a second offering. Follow-up studies found that participants were more successful in adolescence if they exercised self-control by waiting for fifteen minutes before eating the treats.

The observation that self-control is correlated with individual accomplishment is uncontroversial, though its link to national success is underexplored. Building a civilization necessitates the renunciation of present desires for long-term benefits. For society to thrive, citizens must save, invest, and plan. In planning for the future, people will automatically prioritize investments at the expense of acquiring luxuries, thus indicating low time preference.

Invariably, capital accumulation is a consequence of low time preference, and those with lower time preference will be inclined to forfeit current wants for future success because they are future oriented. When an entrepreneur reinvests profits into his venture, this is an outcome of futuristic thinking. Since he is a long-term thinker, the entrepreneur appreciates that capital investments drive value creation and ultimately increase the firm’s competitiveness.

Even contemplating starting a business is indicative of long-term thinking, considering the roadblocks that entrepreneurs frequently encounter. Most people are unlikely to become entrepreneurs, however, sustaining progress requires that characteristics of entrepreneurship like long-term orientation and patience are widely diffused throughout society. Essentially, outlier performers are indeed crucial for national success, but the average quality of the population maintains prosperity.

Many countries boast talented entrepreneurs and intellectuals; however, they remain poor because the population’s average quality is too low to induce economic dynamism. Economists in a 2019 paper state that the reproduction of middle-class traits emphasizing human capital investments and long-term planning might have played a pivotal role in the rise of industrialized England:

We find that the middle class had the highest reproductive success during England’s early industrial development…Hence, the prosperity of England over this period can be attributed to the increase in the prevalence of middle-class traits rather than those of the upper (or lower) class.

Today, saving and investments in human capital are markers of elite status, but originally, aristocratic elites preferred conspicuous consumption and cared little for boosting family wealth through enterprise. Therefore, the assumption that England’s rise was aided by the proliferation of people with bourgeois traits is entirely plausible. Interestingly, there is evidence showing that patience—a proxy for long-term thinking impacts national wealth

In a paper entitled “Patience and the Wealth of Nations,” economists conclude that patience explains “a substantial fraction of development differences across countries.”

Countries with more patient populations have higher incomes, superior levels of human and physical capital accumulation, and better institutions. Such findings are explained by the future-oriented outlook of patient people. People invested in the future will save and work hard in the present to live a better life in the next decade.

Furthermore, more recent research asserts that patience is positively correlated with a country’s external wealth. According to Mika Nieminen, countries inhabited by patient individuals have a positive net foreign asset position, whereas countries populated by impatient people have a negative net foreign asset position. Similarly, economic literature suggests that long-term orientation is also instrumental to development.

A 2021 study by European economists argues that long-term orientation increases economic freedom’s benefits. Using a panel analysis of a sample of sixty-seven countries from 1970 to 2019, Johan Graafland and Eelke de Jong reveal that economic freedom has the greatest effect in countries where people are high in long-term orientation. Discussing these findings, they write:

Economic freedom appears to be particularly effective in raising income per capita in countries in Asia (China, Hong Kong, Singapore, South Korea, Vietnam), because these countries combine low Uncertainty Avoidance with Long Term Orientation…In addition, South American countries and countries in the Middle East and Africa hardly benefit from more economic freedom, because of the combination of a relatively high Uncertainty Avoidance and short-time orientation.

Additionally, countries that score high on long-term orientation are also more innovative. This is unsurprising because inventing is a trial-and-error process that includes failure; therefore, people who exercise patience and think long term are more likely to materialize success, since they refused to quit.

In sum, the latest findings in economics should make policy makers aware that designing policies without accounting for a population’s capacity to think long term won’t yield preferred results. Proposing workable solutions is an exercise in futility when people fail to appreciate their impact.

About the Author:

Lipton
Matthews is a researcher, business analyst, and contributor to Merion WestThe
Federalist
American Thinker, Intellectual Takeout, mises.org, and Imaginative Conservative. His YouTube channel, contains interviews with a variety of scholars. He may be contacted at lo_matthews@yahoo.com or on Twitter (@matthewslipton).


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Earnings, Acquisitions, and an Oversold Position Pushing Biotechs Up



Image Credit: Marco Verch (Flickr)


Biotech Earnings Reports and M&A Activity Contribute to Sector Strength

Biotech stocks that were on life support during the beginning of 2022 are now revived and not slowing down. Since mid-June, when many sectors turned around, the beaten-up biotechs became impressive outperformers. And, for good reasons. While they may have overshot on the high side during the pandemic, the post-pandemic selling may have also gone too far, currently, they are priced at levels that has generated a lot of interest among investors, both small and large.

The SPDR S&P Biotech ETF (XBI), which tracks the sector, is up 16.35% over the past three months and 45.14%% since the markets closed on June 14. XBI had fallen from the $110 range to the $60 range earlier this year, it is now around $92. Whether or not this represents a continued direction for the biotech sector remains to be seen, but the positive buzz and news stories surrounding biotech seem to be increasing.


Right Mixture

Merck (MRK) has been in the news as they’re in negotiations to acquire Seagen (SGEN). This has been a reminder that big pharma is flush with cash, so much that attractive small and mid-cap biotech companies can easily be purchased without a financial blink from the acquirer. These smaller companies are also finding it easier to develop financial and R&D partnerships with big companies. The financial strength of big pharma has been further highlighted in recent weeks as stock buybacks among large firms and merger activity seem to be growing. Market-moving drug-testing results are also being reported as the FDA is less distracted than it has been in years. Taken together, all of these factors would seem to be the right treatment to continue to heal and strengthen a depressed sector.


Source: Koyfin

The market is also being reminded of the potential profitability of the sector during this earnings
season
. Companies like Regeneron Pharmaceuticals (REGN) climbed almost 6% after reporting earnings this week, and Gilead Sciences (GILD) financial reporting had a similar impact on its stock price. But these didn’t even come close to Moderna (MRNA) which gained 16% after reporting its earnings.

As for the smaller biotech names, both public and private are also deals being made. Gilead announced an agreement on Thursday to pick up a private U.K.-based biotech called MiroBio for $405 million in cash.

The sector has gained much of its strength of the sector in recent months from mid-caps that were weaker than their larger counterparts early in the year. Names like Therapeutics (BEAM), which started the year off poorly but is now up 104% since mid-June. Fate Therapeutics (FATE) is another mid cap that has been flying since mid-June and is currently up 77% during that period.


Take Away

Markets are cyclical, and the biotech sector, which was at the height of its cycle earlier this decade, may have recently passed the bottom of its cycle. Smaller names are now at attractive levels for cash-rich larger pharmaceutical companies to scoop up companies that operate in areas they are looking to strengthen their pipeline or offerings.

A great place to find and explore small biotechs is Channelchek. Simply click on Company
Data
at the upper left of your screen, then healthcare, which leads you to a drop-down menu with biotech as one of the categories. Sign up for research on small and microcap companies from top-ranked analysts in biotech and other industries, delivered to your inbox each morning.

Paul Hoffman

Managing Editor, Channelchek

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Sources

https://www.barrons.com/articles/biotech-stocks-rally-bear-market-51657551507

https://www.barrons.com/articles/bull-market-biotech-stocks-51659620438?mod=hp_LEAD_2_B_2

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More Behind AMC’s APE Dividend than Meets the Eye



Image Credit: Keith C (Flickr)


AMC Announces Peculiar Dividend and a New Class of Company Stock

“So, ladies and gentlemen, gentlemen and ladies, TODAY WE POUNCE.” In his letter to shareholders, these are the words of AMC Theatres CEO Adam Aron. Amidst a flurry of reports, filings, and an open letter to shareholders yesterday (August 4), the company announced a unique dividend to be awarded to listed shareholders later this month. The AMC Preferred Equity announcement (ticker: APE) is causing as much or more confusion as the unusual GameStop (GME) dividend did last month.

Below we try to simplify the details of the new APE units.


Details of Dividend

The special dividend of one AMC Preferred Equity unit will be issued for each share of AMC Class A common stock outstanding at the close of business on August 15, 2022. The special dividend is scheduled to be paid at the close of business on August 19. AMC expects to list its AMC Preferred Equity Units on the NYSE under the symbol “APE,” starting August 22. The symbol is a familiar term to the so-called meme stock investors who often refer to themselves as “apes.”

AMC will be issuing one share of APE as a dividend for each of its 516,820,595 shares outstanding, according to Aron. “The issuance only to our shareholders of tradable AMC Preferred Equity units clarifies who is included in our current shareholder base,” he said in a press release. The company has faced questions and theories that there are synthetic AMC shares in the hands of unwitting investors. Aron believes this can answer those questions by vetting through their shareholder of record list.


Source: Twitter (@PeterRHann1)

The theory that there are fraudulent shares in the float used by investors to cover short positions in the past could now be uncovered. Some online commentators argue that if they can add synthetic AMC, then they can add synthetic APE to trade. However, AMC took an extra step. An NFT. Bypassing the blockchain and creating fraudulent NFTs would, in theory, be more difficult, if only because it would take a different skill set. The “I own APE” NFT will be given to shareholders of record August 14.

 

What Shareholders Get

The company stock price has had wide swings over the past two years that took the theater chain from a down-for-the-count pandemic victim to a Robinhood investor phenomenon. AMC tapped the steep rise in its share price to raise $917 million in January 2021. At that time, Aron said the new financing meant any talk of imminent bankruptcy “is completely off the table.”






Source: Twitter (@CEOAdam)

Earlier this year, AMC stunned Wall Street when it made a $27.
9 million investment
in Hycroft Mining Holding Corp. HYMC, a gold and silver mining company that diversifies AMC well outside of the entertainment industry. He spoke of the ownership interest on an investor call this week, saying, “We have every confidence that our Hycroft investment will pan out, excuse the pun, to be quite lucrative for AMC,” he said. “I am so convinced that, when the story is finally written, this will be a good one for AMC.”

Shares of the company, which skyrocketed to a high of $72.62 on June 2, 2021, have fallen 30% this year.


Source: AMC Website (AMC Preferred Equity Units)

The new class of stock is convertible into AMC common shares at one-to-one and conversion is at the discretion of the holder. It is designed to not add any dilution for current (authentic) shareholders. The ability to vote APE units will be the same for both classes of shares. APE shares have preferred rights and claims over the AMC class, making AMC shares subordinate in a liquidation event.


What AMC Gets

“This new AMC Preferred Equity gives AMC a currency that can be used in the future to strengthen our balance sheet, including by paying down debt or raising fresh equity,” said AMC Chief Executive Adam Aron. “As a result, this dramatically lessens any near-term survival risk for AMC, as we continue to work our way through this pandemic.” In the letter to shareholders he explained, “I believe all of this makes us vastly, and I mean, vastly, stronger.” The Aron, referred to AMC’s critics as “naysayers” and “prophets of doom” and took a shot at those shorting the stock by saying the dividend is very bad news for people “not rooting for AMC.”


Source: AMC Theatres Press Release (August 4, 2022)

Take-Away

The AMC dividend is unique. It adds a new class of company stocks that does not mathematically devalue the company. It appears to be designed to give investors confidence that each share traded is authentic. Less importantly, it allows investors that refer to themselves as Apes to own a favorite company trading under the ticker APE. Separately, it gives a nod to blockchains’ ability to provide authenticity through NFTs.

Paul Hoffman

Managing Editor, Channelchek

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Sources

https://d18rn0p25nwr6d.cloudfront.net/CIK-0001411579/d143ef2b-7a84-47d2-a8a1-7930f7527930.pdf

https://s25.q4cdn.com/472643608/files/doc_financials/2022/q2/FINAL-APE-Dividend-Press-Release-20220804-0930-v.F-clean.pdf

https://s25.q4cdn.com/472643608/files/doc_downloads/2022/FINAL-APE-Dividend-Shareholder-Letter-20220804-1400-v.F.pdf

https://s25.q4cdn.com/472643608/files/doc_downloads/AMC_Preferred-Equity-Units_WEBSITE-(Weil-8.3.2022).pdf

https://twitter.com/CEOAdam/status/1555324348852047872/photo/1


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Release – Vera Bradley Announces Reporting Date for Fiscal Year 2023 Second Quarter Results



Vera Bradley Announces Reporting Date for Fiscal Year 2023 Second Quarter Results

Research, News, and Market Data on Vera Bradley


Aug 5, 2022

FORT WAYNE, Ind., Aug. 05, 2022 (GLOBE NEWSWIRE) — Vera Bradley, Inc. (Nasdaq: VRA) (“Vera Bradley” or the “Company”) today announced that it plans to report results for the second quarter ended July 30, 2022 at 8:00 a.m. Eastern Time on Wednesday, August 31, 2022.

The Company will host a conference call to discuss its financial results at 9:30 a.m. Eastern Time that same day. A live webcast of the conference call will be available on the Investor Relations section of the Company’s website, www.verabradley.com. Alternatively, interested parties may dial into the call at (800) 437-2398 or (323) 289-6576, and enter the access code 3589431. A replay will be available shortly after the conclusion of the call and remain available through September 14, 2022. To access the recording, listeners should dial (844) 512-2921, and enter the access code 3589431.

ABOUT VERA BRADLEY, INC.

Vera Bradley, Inc. operates two unique lifestyle brands – Vera Bradley and Pura Vida. Vera Bradley and Pura Vida are complementary businesses, both with devoted, emotionally connected, and multi-generational female customer bases; alignment as casual, comfortable, affordable, and fun brands; positioning as “gifting” and socially-connected brands; strong, entrepreneurial cultures; a keen focus on community, charity, and social consciousness; multi-channel distribution strategies; and talented leadership teams aligned and committed to the long-term success of their brands.

Vera Bradley, based in Fort Wayne, Indiana, is a leading designer of women’s handbags, luggage and other travel items, fashion and home accessories, and unique gifts. Founded in 1982 by friends Barbara Bradley Baekgaard and Patricia R. Miller, the brand is known for its innovative designs, iconic patterns, and brilliant colors that inspire and connect women unlike any other brand in the global marketplace.

In July 2019, Vera Bradley, Inc. acquired a 75% interest in Creative Genius, Inc., which also operates under the name Pura Vida Bracelets (“Pura Vida”). Pura Vida, based in La Jolla, California, is a digitally native, highly engaging lifestyle brand founded in 2010 by friends Paul Goodman and Griffin Thall. Pura Vida has a differentiated and expanding offering of bracelets, jewelry, and other lifestyle accessories.

CONTACTS:
Investors:

Julia Bentley, VP of Investor Relations and Communications
jbentley@verabradley.com
(260) 207-5116

Media:           

877-708-VERA (8372)                                

Mediacontact@verabradley.com

 


Release – Motorsport Games and BTCC Announce “BTCC rFactor 2 Hot Lap Challenge” for Final Four Events of the Season



Motorsport Games and BTCC Announce “BTCC rFactor 2 Hot Lap Challenge” for Final Four Events of the Season

Research, News, and Market Data on Motorsport Games

MIAMI, Aug. 05, 2022 (GLOBE NEWSWIRE) — Motorsport Games Inc. (NASDAQ:
MSGM) (“Motorsport Games” or the “Company”)
, a leading racing game developer, publisher and esports ecosystem provider of official motorsport racing series throughout the world, in conjunction with the British
Touring Car Championship (BTCC),
 announces today the BTCC
rFactor 2 Hot Lap Challenge
. The challenge will be available for fans to participate in at the final four race weekends of the 2022 BTCC season. Visitors who also register for the Motorsport Games/BTCC mailing list will be among the first to receive exclusive news and updates on the upcoming BTCC game, slated for full release in 2024.

Ticket holders at each event are welcome to stop by the Motorsport Games x BTCC booth in order to experience official BTCC content within rFactor 2, the realistic racing simulation platform. Fans will compete to post their hot lap time (Time2Beat), with the best posted result winning the signed gear grand prize. The booth will feature four racing simulators pre-loaded with a rFactor 2 tech demo, running official BTCC cars and tracks. Free giveaways will also be available while supplies last. The BTCC rFactor 2 Hot Lap Challenge will be available to play at the following race weekends:

  • Snetterton (Norfolk, UK): August 13-14, 2022
  • Thruxton (Hampshire, UK): August 27-28, 2022
  • Silverstone National (Towcester, UK): September 24-25, 2022
  • Brands Hatch GP (Kent, UK): October 8-9, 2022

“The launch of the BTCC rFactor 2 Hot Lap Challenge is one of the many ways in which Motorsport Games is bringing this iconic motorsport series to life for fans to enjoy,” said Dmitry Kozko, CEO of Motorsport
Games
. “This activation, a part of four events this season, provides a first look at the BTCC brought to life within the virtual world. By bringing the BTCC into the Motorsport Games fold, we are continuing to enhance our product differentiation within a robust racing games marketplace for fans across the globe.”

The BTCC rFactor 2 Hot Lap Challenge serves the goal for both Motorsport Games and the BTCC of refining and strengthening the future BTCC game title, scheduled to arrive in 2024. Fans who take part in the Time2Beat activations will be able to provide real time feedback that will be used in the game’s development. The hot lap challenges are a part of the larger promotional plan update previously announced by Motorsport Games, including additional activations, content releases and ‘first-play content’ tech demos through rFactor 2 containing BTCC content.

“The BTCC rFactor 2 Hot Lap Challenge being brought to our events is yet another way we are ensuring a memorable fan experience at our races,” said Alan Gow, BTCC Chief Executive. “We know that our fans are eager to get their hands on the official BTCC game and we ensure that progress and expanded development plans are continuing to be made in the here and now. We look forward to hearing the fans’ feedback directly and having another entertaining and engaging experience available during race weekends.”

Motorsport Games plans to continue adding additional BTCC branded content into rFactor 2. Motorsport Games and rFactor 2 have already added the Infiniti Q50 and Toyota Corolla BTCC cars into the simulation for fans to drive as part of a first content rollout. Daily BTCC competitions through the rFactor 2 competition system will be open to all users, allowing for statistics-driven benefits to each driver’s rating. All content released via rFactor 2 will be utilized as a technical test bed, allowing consumers and official drivers to provide feedback for the development team and help build the best experience upon full release.

To keep up with the latest Motorsport Game news, visit www.motorsportgames.com and follow on Twitter, Instagram, Facebook and LinkedIn.

About Motorsport Games:
Motorsport Games, a Motorsport Network company, is a leading racing game developer, publisher and esports ecosystem provider of official motorsport racing series throughout the world. Combining innovative and engaging video games with exciting esports competitions and content for racing fans and gamers, Motorsport Games strives to make the joy of racing accessible to everyone. The Company is the officially licensed video game developer and publisher for iconic motorsport racing series across PC, PlayStation, Xbox, Nintendo Switch and mobile, including NASCAR, INDYCAR, 24 Hours of Le Mans and the British Touring Car Championship (“BTCC”), as well as the industry leading rFactor 2 and KartKraft simulations. RFactor 2 also serves as the official sim racing platform of Formula E. Motorsport Games is an award-winning esports partner of choice for 24 Hours of Le Mans, Formula E, BTCC, the FIA World Rallycross Championship and the eNASCAR Heat Pro League, among others. Motorsport Games is building a virtual racing ecosystem where each product drives excitement, every esports event is an adventure and every story inspires.

About the British Touring Car Championship:
The British Touring Car Championship (BTCC) was formed in 1958 and is Britain’s most popular motor racing spectacle with its race season comprising ten events at top circuits across the UK. It is contested by professional racing drivers in competition versions of every day road cars, giving it tremendous public appeal. Over 380,000 watch the BTCC trackside each year and it receives widespread UK terrestrial TV exposure on the ITV network, with all ten events broadcast live across ITV, ITV4 and itv.com.

The 2022 campaign marks the start of the BTCC’s Hybrid Era, as the championship becomes the first touring car series in the world to integrate hybrid power into all of its race cars.

Forward-Looking Statements:
Certain statements in this press release which are not historical facts are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, and are provided pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Any statements in this press release that are not statements of historical fact may be deemed forward-looking statements. Words such as “continue,” “will,” “may,” “could,” “should,” “expect,” “expected,” “plans,” “intend,” “anticipate,” “believe,” “estimate,” “predict,” “potential,” and similar expressions are intended to identify such forward-looking statements. These forward-looking statements include, without limitation, statements concerning the expected future impact of new or planned products, features and/or offerings and the timing of launching such products, features and/and offerings, including, without limitation Motorsport Games’ plans to continue to enhance its product differentiation within a robust racing games marketplace for fans across the globe, that the BTCC rFactor 2 Hot Lap Challenge serves the goal for both Motorsport Games and the BTCC of refining and strengthening the future BTCC game title, scheduled to arrive in 2024, Motorsport Games’ plans to continue adding additional BTCC branded content into rFactor 2 and that the daily BTCC competitions will help build the best experience upon the games’ full release. All forward-looking statements involve significant risks and uncertainties that could cause actual results to differ materially from those expressed or implied in the forward-looking statements, many of which are generally outside the control of Motorsport Games and are difficult to predict. Examples of such risks and uncertainties include, without limitation, difficulties, delays in or unanticipated events that may impact the timing and scope of new product launches, such as due to: (i) difficulties or delays in using its product development personnel in Russia due to the Russia invasion of Ukraine and the related sanctions and/or more restrictive sanctions rendering transacting in the region more difficult or costly and/or difficulties and/or delays arising out of any resurgence of the ongoing and prolonged COVID-19 pandemic; (ii) less than expected benefits from implementing the Company’s management strategies; (iii) adverse economic, market and geopolitical conditions that negatively impact industry trends, such as significant changes in the labor markets, an extended or higher than expected inflationary environment (such as the impact on consumer discretionary spending as a result of significant increases in energy and gas prices which have been increasing since early in 2020), a higher interest rate environment, tax increases impacting consumer discretionary spending and/or quantitative easing that results in higher interest rates that negatively impact consumers’ discretionary spending; and/or (iv) difficulties and/or delays in resolving our liquidity position and financial condition by obtaining additional capital to meet our liquidity needs, including without limitation, difficulties in securing funding that is on commercially acceptable terms to us or at all, such as our inability to complete in whole or in part any potential debt and/or equity financing transactions, as well as any inability to achieve cost reductions and/or less than expected availability of funds under Motorsport Games’ $12 million line of credit from Motorsport Network. Factors other than those referred to above could also cause Motorsport Games’ results to differ materially from expected results. Additional examples of such risks and uncertainties include, but are not limited to: (i) delays and higher than anticipated expenses related to the ongoing and prolonged COVID-19 pandemic and any resurgence of COVID-19; (ii) Motorsport Games’ ability (or inability) to maintain existing, and to secure additional, licenses and other agreements with various racing series; (iii) Motorsport Games’ ability to successfully manage and integrate any joint ventures, acquisitions of businesses, solutions or technologies; (iv) unanticipated operating costs, transaction costs and actual or contingent liabilities; (v) the ability to attract and retain qualified employees and key personnel; (vi) adverse effects of increased competition; (vii) Motorsport Games’ ability to protect its intellectual property; and/or (viii) local, industry and general business and economic conditions. Additional factors that could cause actual results to differ materially from those expressed or implied in the forward-looking statements can be found in Motorsport Games’ filings with the Securities and Exchange Commission (the “SEC”), including its Annual Report on Form 10-K for the fiscal year ended December 31, 2021, its Quarterly Reports on Form 10-Q filed with the SEC during 2022, as well as in its subsequent filings with the SEC. Motorsport Games anticipates that subsequent events and developments may cause its plans, intentions and expectations to change. Motorsport Games assumes no obligation, and it specifically disclaims any intention or obligation, to update any forward-looking statements, whether as a result of new information, future events or otherwise, except as expressly required by law. Forward-looking statements speak only as of the date they are made and should not be relied upon as representing Motorsport Games’ plans and expectations as of any subsequent date. Additionally, the business and financial materials and any other statement or disclosure on, or made available through, Motorsport Games’ website or other websites referenced or linked to this press release shall not be incorporated by reference into this press release.

Website and Social Media Disclosure:

Investors and others should note that we announce material financial information to our investors using our investor relations website (ir.motorsportgames.com), SEC filings, press releases, public conference calls and webcasts. We use these channels, as well as social media and blogs, to communicate with our investors and the public about our company and our products. It is possible that the information we post on our websites, social media and blogs could be deemed to be material information. Therefore, we encourage investors, the media and others interested in our company to review the information we post on the websites, social media channels and blogs, including the following (which list we will update from time to time on our investor relations website):

Websites

Social Media

motorsportgames.com

Twitter: @msportgames & @traxiongg

traxion.gg

Instagram: msportgames & traxiongg

motorsport.com

Facebook: Motorsport Games & traxiongg

 

LinkedIn: Motorsport Games

 

Twitch: traxiongg

 

Reddit: traxiongg

The contents of these websites and social media channels are not part of, nor will they be incorporated by reference into, this press release.

Press:
ASTRSK PR
motorsportgames@astrskpr.com

BTCC Media Office
Simon Melluish or Emma Illman
Tel. +44 (0) 1372 414120
Email. 
simon.melluish@mpacreative.com or emma.illman@mpacreative.com

 


Release – Gray Television Delivers Solid Second Quarter Operating Results



Gray Television Delivers Solid Second Quarter Operating Results

Research, News, and Market Data on Gray Television

ATLANTA, Aug. 05, 2022 (GLOBE NEWSWIRE) — Gray
Television, Inc. (“Gray,” “we,” “us” or “our”) (NYSE: GTN) 
today announced its strong financial results for the second quarter ended June 30, 2022, including a 231% increase in net income attributable to common stockholders, compared to the second quarter of 2021. Overall, the second quarter of 2022 produced record results, including $868 million in total revenue, due to the combination of recent acquisitions, added scale, increasingly efficient integrated operations, and the “on-year” of the two-year political advertising cycle. We anticipate continued strong financial results for the remainder of the year, especially political advertising revenue. Based on our current forecasts, we now anticipate that our political advertising revenue for calendar year 2022 will match the $652 million of political advertising revenue that our current portfolio of stations recorded in 2020, a presidential election year.  

Gray’s strong cash flow in the second quarter of 2022 enabled us to return $125 million of capital to our shareholders during the second quarter by, paying down $54 million of outstanding debt; repurchasing $50 million of our common stock in the open market; and paying $21 million of cash dividends to our preferred and common shareholders. Even after these actions, Gray ended the quarter with $162 million of cash on hand. Strong operating results and political advertising revenue are expected to enable Gray to fund additional de-leveraging and cash dividend payments during the remainder of the year.

Due to the significant effect that material transactions have had on our results of our operations, we present the financial information herein consistent with both U.S. Generally Accepted Accounting Principles (“GAAP” or “As Reported Basis”) and on a Combined Historical Basis (“CHB”), which incorporates certain historical results of acquired businesses, less the historical results of divested businesses. We also furnish certain other detailed non-GAAP metrics to provide more meaningful period-over-period comparisons to assist the public in its analysis and valuation of the Company. This additional information includes a summary of incremental expenses that were specific to our acquisitions, divestitures, and related financing activities (“Transaction Related Expenses”), non-cash stock-based compensation expenses and certain non-GAAP terms common in our industry. Please refer to the detailed discussion of the foregoing terms and concepts included elsewhere herein.

Summary
of Second Quarter Operating Results

As Reported Basis (the respective 2021 periods reflect the “off-year” of the two-year political advertising cycle):

  • Total revenue was $868 million, an increase of 59% from the second quarter of 2021.
  • Net income attributable to common stockholders was $86 million, or $0.91 per fully diluted share, an increase of 231% from the second quarter of 2021.
  • Broadcast Cash Flow was $327 million, an increase of 79% from the second quarter of 2021.
  • Adjusted EBITDA was $309 million, an increase of 82% from the second quarter of 2021.

Combined Historical Basis (the respective 2021 periods reflect the “off-year” of the two year political advertising cycle):

  • Revenue was $868 million, an increase of 15% from the second quarter of 2021.
  • Core Advertising Revenue decreased less than 1% from the second quarter of 2021.
  • Broadcast Cash Flow was $330 million, an increase of 25% from the second quarter of 2021.

Other Key Metrics

  • As of June 30, 2022, our Total Leverage Ratio, Net of all Cash, was 5.16 times on a trailing eight-quarter basis, netting our total cash balance of $162 million and giving effect to all Transaction Related Expenses, which is calculated as set forth in our Senior Credit Facility.
  • During the three and six-months ended June 30, 2022 and 2021, we incurred Transaction Related Expenses on an As Reported Basis that included but were not limited to legal and professional fees, severance and incentive compensation and contract termination fees. In addition, we recorded certain non-cash stock-based compensation expenses. These expenses are summarized as follows:

 

Three
Months Ended

 

Six
Months Ended

 

June
30,

 

June
30,

 

2022

 

2021

 

2022

 

2021

 

(in millions)

Transaction Related Expenses:

 

 

 

 

 

 

 

Broadcasting

$

2

 

$

 

$

4

 

$

Corporate and administrative

 

7

 

1

 

8

Miscellaneous expense, net

 

7

 

 

7

Total Transaction Related Expenses

$

2

 

$

14

 

$

5

 

$

15

 

 

 

 

 

 

 

 

Total non-cash stock-based compensation

$

6

 

$

4

 

$

11

 

$

7

 

 

 

 

 

 

 

 

Taxes

  • During the six-months ended June 30, 2022 and 2021, we made income tax payments of $119 million and $38 million, respectively. During the remainder of 2022, based on our current forecasts, we anticipate making income tax payments (net of our expected $21 million refund) within a range of $70 million to $90 million.
  • As of June 30, 2022, we have an aggregate of $337 million of various state operating loss carryforwards, of which we expect that approximately half will be utilized.

FOX Network Affiliation Agreement Renewal

On August 4, 2022, we renewed the network affiliations for all of our FOX affiliated television stations across 27 markets, including Portland, Oregon; Cincinnati, Ohio; Greenville-Spartanburg, South Carolina; West Palm Beach, Florida; Las Vegas, Nevada; Birmingham, Alabama; and New Orleans, Louisiana.

Guidance
for the Three-Months Ending September 30, 2022

Based on our current forecasts for the quarter ending September 30, 2022, we anticipate the following key financial results, as outlined below in approximate ranges. We present revenue net of agency commissions. We exclude depreciation, amortization and gain/loss on disposal of assets from our estimates of operating expenses.

  • Revenue:
    • Core advertising revenue of $345 million to $355 million.
    • Retransmission revenue of $365 million to $370 million.
    • Political revenue of $193 million to $195 million.
    • Production company revenue of $20 million to $21 million.
    • Total revenue of $940 million to $959 million.
  • Operating Expenses:
    • Broadcasting expenses of $545 million to $550 million, including retransmission expense of approximately $225 million and transaction related expenses of approximately $1 million and non-cash stock-based compensation expense of approximately $1 million.
    • Production company expenses of approximately $17 million.
    • Corporate expenses of $30 million to $35 million, including transaction related expenses of approximately $1 million and non-cash stock-based compensation expense of approximately $5 million.

Selected
Operating Data on As Reported Basis (Unaudited)

 

 

 

 

 

Three
Months Ended June 30,

 

 

 

 

 

%
Change

 

 

 

 

%
Change

 

 

 

 

 

 

2022
to

 

 

 

 

2022
to

 

 

2022

 

2021

 

2021

 

 

2020

 

2020

 

 

(dollars in millions)

Revenue (less agency commissions):

 

 

 

 

 

 

 

 

 

 

 

Broadcasting

$

855

 

$

537

 

59

%

 

$

449

 

90

%

Production companies

13

 

10

 

30

%

 

2

 

550

%

Total revenue

$

868

 

$

547

 

59

%

 

$

451

 

92

%

 

 

 

 

 

 

 

 

 

 

 

 

Political advertising revenue

$

90

 

$

6

 

1400

%

 

$

21

 

329

%

 

 

 

 

 

 

 

 

 

 

 

 

Operating expenses (1):

 

 

 

 

 

 

 

 

 

 

 

Broadcasting

$

528

 

$

354

 

49

%

 

$

324

 

63

%

Production companies

$

14

 

$

9

 

56

%

 

$

5

 

180

%

Corporate and administrative

$

25

 

$

25

 

0

%

 

$

17

 

47

%

 

 

 

 

 

 

 

 

 

 

 

 

Net income

$

99

 

$

39

 

154

%

 

$

11

 

800

%

 

 

 

 

 

 

 

 

 

 

 

 

Non-GAAP cash flow (2):

 

 

 

 

 

 

 

 

 

 

 

Broadcast Cash Flow

$

327

 

$

183

 

79

%

 

$

123

 

166

%

Broadcast Cash Flow Less

 

 

 

 

 

 

 

 

 

 

 

Cash Corporate Expenses

$

306

 

$

161

 

90

%

 

$

108

 

183

%

Free Cash Flow

$

38

 

$

34

 

12

%

 

$

35

 

9

%

 

 

 

 

 

 

 

 

 

 

 

 

 

Six
Months Ended June 30,

 

 

 

 

 

%
Change

 

 

 

 

%
Change

 

 

 

 

 

 

2022
to

 

 

 

 

2022
to

 

 

2022

 

2021

 

2021

 

 

2020

 

2020

 

 

(dollars in millions)

Revenue (less agency commissions):

 

 

 

 

 

 

 

 

 

 

 

Broadcasting

$

1,659

 

$

1,067

 

55

%

 

$

964

 

72

%

Production companies

36

 

24

 

50

%

 

21

 

71

%

Total revenue

$

1,695

 

$

1,091

 

55

%

 

$

985

 

72

%

 

 

 

 

 

 

 

 

 

 

 

 

Political advertising revenue

$

116

 

$

15

 

673

%

 

$

57

 

104

%

 

 

 

 

 

 

 

 

 

 

 

 

Operating expenses (1):

 

 

 

 

 

 

 

 

 

 

 

Broadcasting

$

1,058

 

$

715

 

48

%

 

$

659

 

61

%

Production companies

$

40

 

$

26

 

54

%

 

$

24

 

67

%

Corporate and administrative

$

53

 

$

43

 

23

%

 

$

32

 

66

%

 

 

 

 

 

 

 

 

 

 

 

 

Net income

$

161

 

$

78

 

106

%

 

$

64

 

152

%

 

 

 

 

 

 

 

 

 

 

 

 

Non-GAAP cash flow (2):

 

 

 

 

 

 

 

 

 

 

 

Broadcast Cash Flow

$

598

 

$

351

 

70

%

 

$

304

 

97

%

Broadcast Cash Flow Less

 

 

 

 

 

 

 

 

 

 

 

Cash Corporate Expenses

$

554

 

$

314

 

76

%

 

$

276

 

101

%

Free Cash Flow

$

177

 

$

112

 

58

%

 

$

120

 

48

%

(1)   Excludes depreciation, amortization and gain on disposal of assets.
(2)   See definition of non-GAAP terms and a reconciliation of the non-GAAP amounts to net income included elsewhere herein.

Selected
Operating Data on As Reported Basis (Unaudited)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Three
Months Ended June 30,

 

2022

 

 

2021

 

 

Amount

 

Percent

 

 

 

 

Percent

 

 

 

 

Percent

 

 

Increase

 

Increase

 

 

Amount

 

of
Total

 

 

Amount

 

of
Total

 

 

(Decrease)

 

(Decrease)

 

 

(dollars
in millions)

Revenue (less agency commissions):

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Core advertising

$

366

 

42

%

 

$

279

 

51

%

 

$

87

 

31

%

Political

90

 

10

%

 

6

 

1

%

 

84

 

1400

%

Retransmission consent

382

 

44

%

 

242

 

44

%

 

140

 

58

%

Production companies

13

 

1

%

 

10

 

2

%

 

3

 

30

%

Other

17

 

3

%

 

10

 

2

%

 

7

 

70

%

Total

$

868

 

100

%

 

$

547

 

100

%

 

$

321

 

59

%

 

Operating expenses (before

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

depreciation, amortization and

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

gain on disposal of assets):

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Broadcasting:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Station expenses

$

300

 

57

%

 

$

209

 

59

%

 

$

91

 

 

44

%

Retransmission expense

225

 

43

%

 

144

 

41

%

 

81

 

 

56

%

Transaction Related Expenses

2

 

0

%

 

 

0

%

 

2

 

 

100

%

Non-cash stock-based

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

compensation

1

 

0

%

 

1

 

0

%

 

 

 

0

%

Total broadcasting expense

$

528

 

100

%

 

$

354

 

100

%

 

$

174

 

 

49

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Production companies expense

$

14

 

 

 

 

$

9

 

 

 

 

$

5

 

 

56

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Corporate and administrative:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Corporate expenses

$

20

 

80

%

 

$

15

 

60

%

 

$

5

 

 

33

%

Transaction Related Expenses

 

0

%

 

7

 

28

%

 

(7

)

 

(100

)%

Non-cash stock-based compensation

5

 

20

%

 

3

 

12

%

 

2

 

 

67

%

Total corporate and

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

administrative expense

$

25

 

100

%

 

$

25

 

100

%

 

$            –

 

 

0

%

 

Selected
Operating Data on As Reported Basis (Unaudited)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Six
Months Ended June 30,

 

2022

 

 

2021

 

 

Amount

 

Percent

 

 

 

 

Percent

 

 

 

 

Percent

 

 

Increase

 

Increase

 

 

Amount

 

of
Total

 

 

Amount

 

of
Total

 

 

(Decrease)

 

(Decrease)

 

 

(dollars in millions)

Revenue (less agency commissions):

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Core advertising

$

731

 

43

%

 

$

539

 

49

%

 

$

192

 

36

%

Political

116

 

7

%

 

15

 

1

%

 

101

 

673

%

Retransmission consent

775

 

46

%

 

489

 

45

%

 

286

 

58

%

Production companies

36

 

2

%

 

24

 

2

%

 

12

 

50

%

Other

37

 

2

%

 

24

 

3

%

 

13

 

54

%

Total

$

1,695

 

100

%

 

$

1,091

 

100

%

 

$

604

 

55

%

 

Operating expenses (before

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

depreciation, amortization and

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

gain on disposal of assets):

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Broadcasting:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Station expenses

$

600

 

57

%

 

$

425

 

60

%

 

$

175

 

 

41

%

Retransmission expense

452

 

43

%

 

289

 

40

%

 

163

 

 

56

%

Transaction Related Expenses

4

 

0

%

 

 

0

%

 

4

 

 

100

%

Non-cash stock-based

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

compensation

2

 

0

%

 

1

 

0

%

 

1

 

 

100

%

Total broadcasting expense

$

1,058

 

100

%

 

$

715

 

100

%

 

$

343

 

 

48

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Production companies expense

$

40

 

 

 

 

$

26

 

 

 

 

$

14

 

 

54

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Corporate and administrative:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Corporate expenses

$

43

 

81

%

 

$

29

 

67

%

 

$

14

 

 

48

%

Transaction Related Expenses

1

 

2

%

 

8

 

19

%

 

(7

)

 

(88

)%

Non-cash stock-based

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

compensation

9

 

17

%

 

6

 

14

%

 

3

 

 

50

%

Total corporate and

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

administrative expense

$

53

 

100

%

 

$

43

 

100

%

 

$

10

 

 

23

%

 

Detail
Table of Operating Results on As Reported Basis (Unaudited)

 

 

 

 

 

 

 

 

 

 

 

Three
Months Ended

 

Six
Months Ended

 

June
30,

 

June
30,

 

2022

 

2021

 

2022

 

2021

 

(in millions, except for per share information)

Revenue (less agency commissions):

 

 

 

 

 

 

 

 

 

 

 

Broadcasting

$

855

 

 

$

537

 

 

$

1,659

 

 

$

1,067

 

Production companies

13

 

 

10

 

 

36

 

 

24

 

Total revenue (less agency commissions)

868

 

 

547

 

 

1,695

 

 

1,091

 

Operating expenses before depreciation, amortization

 

 

 

 

 

 

 

 

 

 

 

and gain on disposal of assets, net:

 

 

 

 

 

 

 

 

 

 

 

Broadcasting

528

 

 

354

 

 

1,058

 

 

715

 

Production companies

14

 

 

9

 

 

40

 

 

26

 

Corporate and administrative

25

 

 

25

 

 

53

 

 

43

 

Depreciation

31

 

 

25

 

 

63

 

 

50

 

Amortization of intangible assets

52

 

 

27

 

 

104

 

 

53

 

Gain on disposal of assets, net

 

 

(1

)

 

(5

)

 

(5

)

Operating expenses

650

 

 

439

 

 

1,313

 

 

882

 

Operating income

218

 

 

108

 

 

382

 

 

209

 

Other expense:

 

 

 

 

 

 

 

 

 

 

 

Miscellaneous expense, net

 

 

(7

)

 

(2

)

 

(6

)

Interest expense

(81

)

 

(47

)

 

(160

)

 

(95

)

Income before income taxes

137

 

 

54

 

 

220

 

 

108

 

Income tax expense

38

 

 

15

 

 

59

 

 

30

 

Net income

99

 

 

39

 

 

161

 

 

78

 

Preferred stock dividends

13

 

 

13

 

 

26

 

 

26

 

Net income attributable to common stockholders

$

86

 

 

$

26

 

 

$

135

 

 

$

52

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic per share information:

 

 

 

 

 

 

 

 

 

 

 

Net income attributable to common stockholders

$

0.92

 

 

$

0.27

 

 

$

1.45

 

 

$

0.55

 

Weighted-average shares outstanding

93

 

 

95

 

 

93

 

 

94

 

 

 

 

 

 

 

 

 

 

 

 

 

Diluted per share information:

 

 

 

 

 

 

 

 

 

 

 

Net income attributable to common stockholders

$

0.91

 

 

$

0.27

 

 

$

1.44

 

 

$

0.55

 

Weighted-average shares outstanding

94

 

 

95

 

 

94

 

 

95

 

 

Selected
Operating Data on Combined Historical Basis (Unaudited)

 

 

 

 

 

Three
Months Ended June 30,

 

 

 

 

 

%
Change

 

 

 

 

%
Change

 

 

 

 

 

 

2022
to

 

 

 

 

2022
to

 

 

2022

 

2021

 

2021

 

 

2020

 

2020

 

 

(dollars in millions)

Revenue (less agency commissions):

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Broadcast

$

855

 

$

744

 

15

%

 

$

626

 

37

%

Production companies

13

 

10

 

30

%

 

$

2

 

550

%

Total

$

868

 

$

754

 

15

%

 

$

628

 

38

%

 

 

 

 

 

 

 

 

 

 

 

 

Operating expenses (1):

 

 

 

 

 

 

 

 

 

 

 

Broadcast

$

528

 

$

499

 

6

%

 

$

455

 

16

%

Production companies

$

14

 

$

9

 

56

%

 

$

5

 

180

%

Corporate and administrative

$

25

 

$

25

 

0

%

 

$

17

 

47

%

 

 

 

 

 

 

 

 

 

 

 

 

Non-GAAP cash flow (2):

 

 

 

 

 

 

 

 

 

 

 

Broadcast Cash Flow

$

330

 

$

264

 

25

%

 

$

186

 

77

%

Broadcast Cash Flow Less Cash

 

 

 

 

 

 

 

 

 

 

 

Corporate Expenses

$

309

 

$

242

 

28

%

 

$

171

 

81

%

Operating Cash Flow as defined in

 

 

 

 

 

 

 

 

 

 

 

the 2019 Senior Credit Facility

$

310

 

$

249

 

24

%

 

$

171

 

81

%

Free Cash Flow

$

43

 

$

75

 

(43

)%

 

$

57

 

(25

)%

 

 

 

 

 

 

 

 

 

 

 

 

 

Six
Months Ended June 30,

 

 

 

 

 

%
Change

 

 

 

 

%
Change

 

 

 

 

 

 

2022
to

 

 

 

 

2022
to

 

 

2022

 

2021

 

2021

 

 

2020

 

2020

 

 

(dollars in millions)

Revenue (less agency commissions):

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Broadcast

$

1,659

 

$

1,483

 

12

%

 

$

1,351

 

23

%

Production companies

36

 

24

 

50

%

 

$

21

 

71

%

Total

$

1,695

 

$

1,507

 

12

%

 

$

1,372

 

24

%

 

 

 

 

 

 

 

 

 

 

 

 

Operating expenses (1):

 

 

 

 

 

 

 

 

 

 

 

Broadcast

$

1,058

 

$

1,004

 

5

%

 

$

932

 

14

%

Production companies

$

40

 

$

26

 

54

%

 

$

24

 

67

%

Corporate and administrative

$

53

 

$

44

 

20

%

 

$

32

 

66

%

 

 

 

 

 

 

 

 

 

 

 

 

Non-GAAP cash flow (2):

 

 

 

 

 

 

 

 

 

 

 

Broadcast Cash Flow

$

602

 

$

517

 

16

%

 

$

454

 

33

%

Broadcast Cash Flow Less Cash

 

 

 

 

 

 

 

 

 

 

 

Corporate Expenses

$

558

 

$

480

 

16

%

 

$

426

 

31

%

Operating Cash Flow as defined in

 

 

 

 

 

 

 

 

 

 

 

the 2019 Senior Credit Facility

$

561

 

$

488

 

15

%

 

$

426

 

32

%

Free Cash Flow

$

186

 

$

194

 

(4

)%

 

$

192

 

(3

)%

 

 

 

 

 

 

 

 

 

 

 

 

(1)   Excludes depreciation, amortization and gain on disposal of assets.
(2)   See definition of non-GAAP terms and a reconciliation of the non-GAAP amounts to net income included elsewhere herein.

Selected
Operating Data on Combined Historical Basis (Unaudited)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Three
Months Ended June 30,

 

2022

 

 

2021

 

 

Amount

 

 

Percent

 

 

 

 

Percent

 

 

 

 

Percent

 

 

Increase

 

 

Increase

 

 

Amount

 

of
Total

 

 

Amount

 

of
Total

 

 

(Decrease)

 

 

(Decrease)

 

 

(dollars in millions)

Revenue (less agency commissions):

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Core advertising

$

366

 

42

%

 

$

369

 

49

%

 

$

(3

)

 

(1

)%

Political

90

 

10

%

 

8

 

1

%

 

82

 

 

1025

%

Retransmission consent

382

 

44

%

 

351

 

47

%

 

31

 

 

9

%

Production companies

13

 

1

%

 

10

 

1

%

 

3

 

 

30

%

Other

17

 

3

%

 

16

 

2

%

 

1

 

 

6

%

Total

$

868

 

100

%

 

$

754

 

100

%

 

$

114

 

 

15

%

 

Operating expenses (before

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

depreciation, amortization and

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

gain on disposal of assets):

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Broadcasting:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Station expenses

$

300

 

57

%

 

$

291

 

58

%

 

$

9

 

 

3

%

Retransmission expense

225

 

43

%

 

207

 

42

%

 

18

 

 

9

%

Transaction Related Expenses

2

 

0

%

 

 

0

%

 

2

 

 

100

%

Non-cash stock-based

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

compensation

1

 

0

%

 

1

 

0

%

 

 

 

0

%

Total broadcasting expense

$

528

 

100

%

 

$

499

 

100

%

 

$

29

 

 

6

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Production companies expense

$

14

 

 

 

 

$

9

 

 

 

 

$

5

 

 

56

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Corporate and administrative:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Corporate expenses

$

20

 

80

%

 

$

15

 

60

%

 

$

5

 

 

33

%

Transaction Related Expenses

 

0

%

 

7

 

28

%

 

(7

)

 

(100

)%

Non-cash stock-based

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

compensation

5

 

20

%

 

3

 

12

%

 

2

 

 

67

%

Total corporate and

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

administrative expense

$

25

 

100

%

 

$

25

 

100

%

 

$            –

 

 

0

%

 

Selected
Operating Data on Combined Historical Basis (Unaudited)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Six
Months Ended June 30,

 

2022

 

 

2021

 

 

Amount

 

Percent

 

 

 

 

Percent

 

 

 

 

Percent

 

 

Increase

 

Increase

 

 

Amount

 

of
Total

 

 

Amount

 

of
Total

 

 

(Decrease)

 

(Decrease)

 

 

(dollars in millions)

Revenue (less agency commissions):

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Core advertising

$

731

 

43

%

 

$

720

 

48

%

 

$

11

 

2

%

Political

116

 

7

%

 

21

 

1

%

 

95

 

452

%

Retransmission consent

775

 

46

%

 

707

 

47

%

 

68

 

10

%

Production companies

36

 

2

%

 

24

 

2

%

 

12

 

50

%

Other

37

 

2

%

 

35

 

2

%

 

2

 

6

%

Total

$

1,695

 

100

%

 

$

1,507

 

100

%

 

$

188

 

12

%

 

Operating expenses (before

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

depreciation, amortization and

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

gain on disposal of assets):

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Broadcasting:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Station expenses

$

601

 

57

%

 

$

586

 

58

%

 

$

15

 

 

3

%

Retransmission expense

451

 

43

%

 

416

 

42

%

 

35

 

 

8

%

Transaction Related Expenses

4

 

0

%

 

 

0

%

 

4

 

 

100

%

Non-cash stock-based compensation

2

 

0

%

 

2

 

0

%

 

 

 

0

%

Total broadcasting expense

$

1,058

 

100

%

 

$

1,004

 

100

%

 

$

54

 

 

5

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Production companies expense

$

40

 

 

 

 

$

26

 

 

 

 

$

14

 

 

54

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Corporate and administrative:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Corporate expenses

$

43

 

81

%

 

$

30

 

68

%

 

$

13

 

 

43

%

Transaction Related Expenses

1

 

2

%

 

8

 

18

%

 

(7

)

 

(88

)%

Non-cash stock-based compensation

9

 

17

%

 

6

 

14

%

 

3

 

 

50

%

Total corporate and

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

administrative expense

$

53

 

100

%

 

$

44

 

100

%

 

$

9

 

 

20

%

 

Other
Financial Data on As Reported Basis (Unaudited)

 

 

 

 

 

 

 

Six
Months Ended June 30,

 

2022

 

2021

 

(in millions)

 

 

 

 

 

 

Net cash provided by operating activities

$

330

 

 

$

238

 

Net cash used in investing activities

(201

)

 

(177

)

Net cash used in financing activities

(156

)

 

(49

)

Net (decrease) increase in cash

$

(27

)

 

$

12

 

 

 

 

 

 

 

 

As
of

 

June
30,

 

December
31,

 

2022

 

2021

 

(in millions)

 

 

 

 

 

 

Cash

$

162

 

 

$

189

 

Long-term debt, including current portion, less deferred

 

 

 

 

 

financing costs

$

6,705

 

 

$

6,755

 

Series A Perpetual Preferred Stock

$

650

 

 

$

650

 

Borrowing availability under Revolving Credit Facility

$

496

 

 

$

497

 

The Company

We are a multimedia company headquartered in Atlanta, Georgia. We are the nation’s largest owner of top-rated local television stations and digital assets in the United States. Our television stations serve 113 television markets that collectively reach approximately 36 percent of US television households.  This portfolio includes 80 markets with the top-rated television station and 100 markets with the first and/or second highest rated television station. We also own video program companies Raycom Sports, Tupelo Media Group (formerly Tupelo Honey), PowerNation Studios, as well as the studio production facilities Assembly Atlanta and Third Rail Studios.

Cautionary Statements for Purposes of the “Safe Harbor”
Provisions of the Private Securities Litigation Reform Act

This press release contains certain forward-looking statements that are based largely on our current expectations and reflect various estimates and assumptions by us. These statements are statements other than those of historical fact and may be identified by words such as “estimates,” “expect,” “anticipate,” “will,” “implied,” “assume” and similar expressions. Forward-looking statements are subject to certain risks, trends and uncertainties that could cause actual results and achievements to differ materially from those expressed in such forward-looking statements. Such risks, trends and uncertainties, which in some instances are beyond our control, include our inability to achieve expected synergies from recent transactions on a timely basis or at all, the impact of recently completed transactions, estimates of future revenue, future expenses and other future events. We are subject to additional risks and uncertainties described in our quarterly and annual reports filed with the Securities and Exchange Commission from time to time, including in the “Risk Factors,” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” sections contained therein, which reports are made publicly available via our website, www.gray.tv. Any forward-looking statements in this press release should be evaluated in light of these important risk factors. This press release reflects management’s views as of the date hereof. Except to the extent required by applicable law, Gray undertakes no obligation to update or revise any information contained in this press release beyond the published date, whether as a result of new information, future events or otherwise. Information about certain potential factors that could affect our business and financial results and cause actual results to differ materially from those expressed or implied in any forward-looking statements are included under the captions “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” in our Annual Report on Form 10-K for the year ended December 31, 2021, and may be contained in reports subsequently filed with the U.S. Securities and Exchange Commission and available at www.sec.gov.

Conference Call Information

We will host a conference call to discuss our second quarter operating results on August 5, 2022. The call will begin at 11:00 AM Eastern Time. The live dial-in number is 1-800-289-0720 and the confirmation code is 7144937. The call will be webcast live and available for replay at www.gray.tv. The taped replay of the conference call will be available at 1-888-203-1112 and the confirmation code is 7144937, until September 4, 2022.

Gray Contacts

Web site: www.gray.tv

Hilton H. Howell, Jr., Executive Chairman and Chief Executive Officer, (404) 266-5513

Pat LaPlatney, President and Co-Chief Executive Officer, (334) 206-1400

Jim Ryan, Executive Vice President and Chief Financial Officer, (404) 504-9828

Kevin P. Latek, Executive Vice President, Chief Legal and Development Officer, (404) 266-8333

Effects
of Acquisitions and Divestitures on Our Results of Operations
and Non-GAAP Terms

From January 1, 2020 through December 31, 2021, we completed several acquisition and divestiture transactions. As more fully described in our Form 10-Q to be filed with the Securities and Exchange Commission today and in our prior disclosures, these transactions materially affected our operations. We refer to all television stations acquired or divested from January 1, 2020 through December 31, 2021, as the “Acquisitions”.

Due to the significant effect that the Acquisitions have had on our results of operations, and in order to provide more meaningful period over period comparisons, we present herein certain financial information on a Combined Historical Basis (or “CHB”). Combined Historical Basis financial information does not include any adjustments for other events attributable to the Acquisitions unless otherwise described. Certain of the Combined Historical Basis financial information has been derived from, and adjusted based on unaudited, unreviewed financial information prepared by other entities, which Gray cannot independently verify. We cannot assure you that such financial information would not be materially different if such information were audited or reviewed and no assurances can be provided as to the accuracy of such information, or that our actual results would not differ materially from the Combined Historical Basis financial information if the Acquisitions had been completed at the stated date. In addition, the presentation of Combined Historical Basis may not comply with United Stated Generally Accepted Accounting Principles (“GAAP”) or the requirements for proforma financial information under Regulation S-X under the Securities Act.

From time to time, we supplement our financial results prepared in accordance with GAAP by disclosing the non-GAAP financial measures Broadcast Cash Flow, Broadcast Cash Flow Less Cash Corporate Expenses, Operating Cash Flow as defined in the Senior Credit Agreement, Free Cash Flow, Adjusted EBITDA and Total Leverage Ratio, Net of All Cash. These non-GAAP amounts are used by us to approximate amounts used to calculate key financial performance covenants contained in our debt agreements and are used with our GAAP data to evaluate our results and liquidity.

We define Broadcast Cash Flow as net income or loss plus loss on early extinguishment of debt, non-cash corporate and administrative expenses, non-cash stock-based compensation, depreciation and amortization (including amortization of intangible assets and program broadcast rights), any loss on disposal of assets, any miscellaneous expense, interest expense, any income tax expense, non-cash 401(k) expense, Broadcast Transactions Related Expenses and broadcast other adjustments less any gain on disposal of assets, any miscellaneous income, any income tax benefits and payments for program broadcast rights.

We define Broadcast Cash Flow Less Cash Corporate Expenses as net income or loss plus loss on early extinguishment of debt, non-cash stock-based compensation, depreciation and amortization (including amortization of intangible assets and program broadcast rights), any loss on disposal of assets, any miscellaneous expense, interest expense, any income tax expense, non-cash 401(k) expense, Transaction Related Expenses and other adjustments less any gain on disposal of assets, any miscellaneous income, any income tax benefits and payments for program broadcast rights.

We define Operating Cash Flow as defined in our Senior Credit Agreement as net income or loss plus loss on early extinguishment of debt, non-cash stock-based compensation, depreciation and amortization (including amortization of intangible assets and program broadcast rights), any loss on disposal of assets, any miscellaneous expense, interest expense, any income tax expense, non-cash 401(k) expense, Transaction Related Expenses, other adjustments, certain pension expenses, synergies and other adjustments less any gain on disposal of assets, any miscellaneous income, any income tax benefits, payments for program broadcast rights, pension income and contributions to pension plans.

Operating Cash Flow as defined in our Senior Credit Agreement gives effect to the revenue and broadcast expenses of all completed acquisitions and divestitures as if they had been acquired or divested, respectively, on July 1, 2020. It also gives effect to certain operating synergies expected from the acquisitions and related financings and adds back professional fees incurred in completing the acquisitions. Certain of the financial information related to the acquisitions has been derived from, and adjusted based on, unaudited, un-reviewed financial information prepared by other entities, which Gray cannot independently verify. We cannot assure you that such financial information would not be materially different if such information were audited or reviewed and no assurances can be provided as to the accuracy of such information, or that our actual results would not differ materially from this financial information if the acquisitions had been completed on the stated date. In addition, the presentation of Operating Cash Flow as defined in the Senior Credit Agreement and the adjustments to such information, including expected synergies resulting from such transactions, may not comply with GAAP or the requirements for pro forma financial information under Regulation S-X under the Securities Act of 1933.

We define Free Cash Flow as net income or loss, plus loss on early extinguishment of debt, non-cash stock-based compensation, depreciation and amortization (including amortization of intangible assets and program broadcast rights), any loss on disposal of assets, any miscellaneous expense, any income tax expense, non-cash 401(k) expense, Transactions Related Expenses, broadcast other adjustments, certain pension expenses, synergies, other adjustments and amortization of deferred financing costs less any gain on disposal of assets, any miscellaneous income, any income tax benefits, payments for program broadcast rights, pension income, contributions to pension plans, preferred dividends, purchase of property and equipment (net of reimbursements and certain defined purchases) and income taxes paid (net of any refunds received and certain defined payments).

We define Adjusted EBITDA as net income or loss, plus loss on early extinguishment of debt, non-cash stock-based compensation, depreciation and amortization of intangible assets, any loss on disposal of assets, any miscellaneous expense, interest expense, any income tax expense, non-cash 401(k) expense, Transaction Related Expenses less any gain on disposal of assets, any miscellaneous income and any income tax benefits.

Our Total Leverage Ratio, Net of All Cash is determined by dividing our Adjusted Total Indebtedness, Net of All Cash, by our Operating Cash Flow as defined in our Senior Credit Agreement, divided by two. Our Adjusted Total Indebtedness, Net of All Cash, represents the total outstanding principal of our long-term debt, plus certain other obligations as defined in our Senior Credit Agreement, less all cash (excluding restricted cash). Our Operating Cash Flow, as defined in our Senior Credit Agreement, divided by two, represents our average annual Operating Cash Flow as defined in our Senior Credit Agreement for the preceding eight quarters.

We define Transaction Related Expenses as incremental expenses incurred specific to acquisitions and divestitures, including but not limited to legal and professional fees, severance and incentive compensation, and contract termination fees. We present certain line items from our selected operating data, net of Transaction Related Expenses, in order to present a more meaningful comparison between periods of our operating expenses and our results of operations.

These non-GAAP terms are not defined in GAAP and our definitions may differ from, and therefore may not be comparable to, similarly titled measures used by other companies, thereby limiting their usefulness. Such terms are used by management in addition to, and in conjunction with, results presented in accordance with GAAP and should be considered as supplements to, and not as substitutes for, net income and cash flows reported in accordance with GAAP.

Reconciliation
of Non-GAAP Terms on As Reported Basis:

 

 

Three
Months Ended June 30,

 

2022

 

2021

 

2020

 

(in millions)

 

 

 

 

 

 

 

 

 

Net income

$

            99

 

 

$

            39

 

 

$

         11

 

Adjustments to reconcile from net income to

 

 

 

 

 

 

 

 

  Free Cash Flow:

 

 

 

 

 

 

 

 

Depreciation

              31

 

 

              25

 

 

           21

 

Amortization of intangible assets

              52

 

 

              27

 

 

           26

 

Non-cash stock-based compensation

               6

 

 

               3

 

 

             3

 

Gain on disposal of assets, net

                –

 

 

              (1

)

 

           (7

)

Miscellaneous expense, net

                –

 

 

               7

 

 

             2

 

Interest expense

              81

 

 

              47

 

 

           46

 

Income tax expense

              38

 

 

              15

 

 

             6

 

Amortization of program broadcast rights

              12

 

 

               8

 

 

           10

 

Payments for program broadcast rights

            (13

)

 

              (9

)

 

          (10

)

Corporate and administrative expenses before

 

 

 

 

 

 

 

 

depreciation, amortization of intangible assets and

 

 

 

 

 

 

 

 

non-cash stock-based compensation

              21

 

 

              22

 

 

           15

 

Broadcast Cash Flow

          
327

 

 

          
183

 

 

        
123

 

Corporate and administrative expenses before

 

 

 

 

 

 

 

 

depreciation, amortization of intangible assets and

 

 

 

 

 

 

 

 

non-cash stock-based compensation

            (21

)

 

            (22

)

 

          (15

)

Broadcast Cash Flow Less Cash
Corporate Expenses

          
306

 

 

          
161

 

 

        
108

 

Pension benefit

              (1

)

 

                –

 

 

             –

 

Interest expense

            (81

)

 

            (47

)

 

          (46

)

Amortization of deferred financing costs

               4

 

 

               3

 

 

             3

 

Preferred stock dividends

            (13

)

 

            (13

)

 

          (13

)

Common stock dividends

              (8

)

 

              (7

)

 

             –

 

Purchases of property and equipment (1)

            (50

)

 

            (28

)

 

          (24

)

Reimbursements of property and equipment purchases

                –

 

 

               3

 

 

             8

 

Income taxes paid, net of refunds

          (119

)

 

            (38

)

 

           (1

)

Free Cash Flow

$

          
38

 

 

$

          
34

 

 

$

      
  35

 

(1)   Excludes approximately $62 million and $80 million related to the Assembly Atlanta project in 2022 and 2021, respectively.

Reconciliation
of Non-GAAP Terms on As Reported Basis:

 

 

Six
Months Ended June 30,

 

2022

 

2021

 

2020

 

(in millions)

 

 

 

 

 

 

 

 

 

Net income

$

161

 

 

$

78

 

 

$

64

 

Adjustments to reconcile from net income to

 

 

 

 

 

 

 

 

Free Cash Flow:

 

 

 

 

 

 

 

 

Depreciation

63

 

 

50

 

 

42

 

Amortization of intangible assets

104

 

 

53

 

 

52

 

Non-cash stock-based compensation

11

 

 

7

 

 

7

 

Non-cash 401(k) expense

 

 

1

 

 

 

Gain on disposal of assets, net

(5

)

 

(5

)

 

(13

)

Miscellaneous expense, net

2

 

 

6

 

 

3

 

Interest expense

160

 

 

95

 

 

98

 

Income tax expense

59

 

 

30

 

 

24

 

Amortization of program broadcast rights

25

 

 

17

 

 

19

 

Payments for program broadcast rights

(26

)

 

(18

)

 

(20

)

Corporate and administrative expenses before

 

 

 

 

 

 

 

 

depreciation, amortization of intangible assets and

 

 

 

 

 

 

 

 

non-cash stock-based compensation

44

 

 

37

 

 

28

 

Broadcast Cash Flow

          
598

 

 

        
351

 

 

            
304

 

Corporate and administrative expenses before

 

 

 

 

 

 

 

 

depreciation, amortization of intangible assets and

 

 

 

 

 

 

 

 

non-cash stock-based compensation

(44

)

 

(37

)

 

(28

)

Broadcast Cash Flow Less Cash
Corporate Expenses

          
554

 

 

    
    314

 

 

            
276

 

Pension benefit

(2

)

 

 

 

 

Interest expense

(160

)

 

(95

)

 

(98

)

Amortization of deferred financing costs

8

 

 

6

 

 

6

 

Preferred stock dividends

(26

)

 

(26

)

 

(26

)

Common stock dividends

(16

)

 

(15

)

 

 

Purchases of property and equipment (1)

(67

)

 

(41

)

 

(51

)

Reimbursements of property and equipment purchases

5

 

 

7

 

 

14

 

Income taxes paid, net of refunds

(119

)

 

(38

)

 

(1

)

Free Cash Flow

$

        
177

 

 

$

      
112

 

 

$

          
120

 

 

 

 

 

 

 

 

 

 

(1)   Excludes approximately $92 million and $80 million related to the Assembly Atlanta project in 2022 and 2021, respectively.

Reconciliation
of Non-GAAP Terms on Combined Historical Basis:

 

 

Three
Months Ended

 

June
30,

 

 2022

 

2021

 

2020

 

(in millions)

 

 

 

 

 

 

 

 

 

Net income

$

99

 

 

$

69

 

 

$

22

 

Adjustments to reconcile from net income to

 

 

 

 

 

 

 

 

Free Cash Flow:

 

 

 

 

 

 

 

 

Depreciation

31

 

 

32

 

 

30

 

Amortization of intangible assets

52

 

 

28

 

 

28

 

Non-cash stock-based compensation

6

 

 

4

 

 

4

 

Gain on disposals of assets, net

 

 

(3

)

 

(7

)

Miscellaneous expense, net

 

 

7

 

 

2

 

Interest expense

81

 

 

77

 

 

77

 

Income tax expense (benefit)

38

 

 

9

 

 

(2

)

Amortization of program broadcast rights

12

 

 

13

 

 

15

 

Payments for program broadcast rights

(13

)

 

(14

)

 

(15

)

Corporate and administrative expenses excluding

 

 

 

 

 

 

 

 

depreciation, amortization of intangible assets and

 

 

 

 

 

 

 

 

non-cash stock-based compensation

21

 

 

22

 

 

15

 

Broadcast Transaction Related Expenses

2

 

 

 

 

 

Broadcast other adjustments

1

 

 

20

 

 

17

 

Broadcast Cash Flow

          
330

 

 

          
264

 

 

          
186

 

Corporate and administrative expenses excluding

 

 

 

 

 

 

 

 

depreciation, amortization of intangible assets and

 

 

 

 

 

 

 

 

non-cash stock-based compensation

(21

)

 

(22

)

 

(15

)

Broadcast Cash Flow Less Cash
Corporate Expenses

          
309

 

 

          
242

 

 

          
171

 

Pension benefit

(1

)

 

 

 

 

Adjustments for unrestricted subsidiaries

2

 

 

 

 

 

Corporate Transaction Related Expenses

 

 

7

 

 

 

Operating Cash Flow as Defined in
Senior Credit Agreement

          
310

 

 

          
249

 

 

          
171

 

Interest expense

(81

)

 

(77

)

 

(77

)

Amortization of deferred financing costs

4

 

 

3

 

 

3

 

Preferred dividends

(13

)

 

(13

)

 

(13

)

Common stock dividends

(8

)

 

(7

)

 

 

Purchases of property and equipment (1)

(50

)

 

(32

)

 

(27

)

Reimbursements of property and equipment purchases

 

 

4

 

 

9

 

Income taxes paid, net of refunds

(119

)

 

(52

)

 

(9

)

Free Cash Flow

$

          
43

 

 

$

          
75

 

 

$

          
57

 

(1)   Excludes approximately $62 million and $80 million related to the Assembly Atlanta project in 2022 and 2021, respectively.

 

Reconciliation of Non-GAAP Terms on
Combined Historical Basis:

 

 

Six
Months Ended

 

June
30,

 

 2022

 

2021

 

2020

 

(in millions)

 

 

 

 

 

 

 

 

 

Net income

$

         161

 

 

$

         142

 

 

$

          91

 

Adjustments to reconcile from net income to

 

 

 

 

 

 

 

 

Free Cash Flow:

 

 

 

 

 

 

 

 

Depreciation

63

 

 

64

 

 

59

 

Amortization of intangible assets

104

 

 

56

 

 

57

 

Non-cash stock-based compensation

11

 

 

8

 

 

9

 

Non-cash 401(k) expense

 

 

1

 

 

 

Gain on disposals of assets, net

(5

)

 

(7

)

 

(16

)

Miscellaneous expense, net

2

 

 

6

 

 

25

 

Interest expense

160

 

 

155

 

 

155

 

Income tax expense

59

 

 

17

 

 

12

 

Amortization of program broadcast rights

25

 

 

27

 

 

29

 

Payments for program broadcast rights

(26

)

 

(29

)

 

(30

)

Corporate and administrative expenses excluding

 

 

 

 

 

 

 

 

depreciation, amortization of intangible assets and

 

 

 

 

 

 

 

 

non-cash stock-based compensation

44

 

 

37

 

 

28

 

Broadcast Transaction Related Expenses

4

 

 

 

 

 

Broadcast other adjustments

 

 

40

 

 

35

 

Broadcast Cash Flow

          
602

 

 

          
517

 

 

          
454

 

Corporate and administrative expenses excluding

 

 

 

 

 

 

 

 

depreciation, amortization of intangible assets and

 

 

 

 

 

 

 

 

non-cash stock-based compensation

(44

)

 

(37

)

 

(28

)

Broadcast Cash Flow Less Cash
Corporate Expenses

          
558

 

 

          
480

 

 

          
426

 

Pension benefit

(2

)

 

 

 

 

Adjustments for unrestricted subsidiaries

4

 

 

 

 

 

Corporate Transaction Related Expenses

1

 

 

8

 

 

 

Operating Cash Flow as defined in
Senior Credit Agreement

          
561

 

 

          
488

 

 

          
426

 

Interest expense

(160

)

 

(155

)

 

(155

)

Amortization of deferred financing costs

8

 

 

6

 

 

6

 

Preferred dividends

(26

)

 

(26

)

 

(26

)

Common stock dividends

(16

)

 

(15

)

 

 

Purchases of property and equipment (1)

(67

)

 

(47

)

 

(59

)

Reimbursements of property and equipment purchases

5

 

 

9

 

 

18

 

Income taxes paid, net of refunds

(119

)

 

(66

)

 

(18

)

Free Cash Flow

$

        
186

 

 

$

        
194

 

 

$

        
192

 

(1)   Excludes approximately $92 million and $80 million related to the Assembly Atlanta project in 2022 and 2021, respectively.

Reconciliation
of Net Income to Adjusted EBITDA and the Effect of Transaction Related
Expenses and Certain Non-Cash Expenses:

 

 

Three
Months Ended

 

Six
Months Ended

 

June
30,

 

June
30,

 

2022

 

2021

 

2022

 

2021

 

(in millions, except for per share information)

 

 

 

 

 

 

 

 

 

 

 

 

Net income

$

99

 

 

$

39

 

 

$

161

 

 

$

78

 

Adjustments to reconcile from net income to

 

 

 

 

 

 

 

 

 

 

 

Adjusted EBITDA:

 

 

 

 

 

 

 

 

 

 

 

Depreciation

31

 

 

25

 

 

63

 

 

50

 

Amortization of intangible assets

52

 

 

27

 

 

104

 

 

53

 

Non-cash stock-based compensation

6

 

 

4

 

 

11

 

 

7

 

Gain on disposal of assets, net

 

 

(1

)

 

(5

)

 

(5

)

Miscellaneous expense, net

 

 

7

 

 

2

 

 

6

 

Interest expense

81

 

 

47

 

 

160

 

 

95

 

Income tax expense

38

 

 

15

 

 

59

 

 

30

 

Total

307

 

 

163

 

 

555

 

 

314

 

Add: Transaction Related Expenses (1)

2

 

 

7

 

 

5

 

 

8

 

Adjusted EBITDA

$

       
309

 

 

$

      
170

 

 

$

      
560

 

 

$

      
322

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income attributable to common stockholders

$

86

 

 

$

26

 

 

$

135

 

 

$

52

 

Add: Transaction Related Expenses and non-cash

 

 

 

 

 

 

 

 

 

 

 

stock-based compensation

8

 

 

18

 

 

16

 

 

22

 

Less: Income tax expense related to Transaction Related

 

 

 

 

 

 

 

 

 

 

 

Expenses and non-cash stock-based compensation

(2

)

 

(5

)

 

(4

)

 

(6

)

Net income attributable to common stockholders – excluding

 

 

 

 

 

 

 

 

 

 

 

Transaction Related Expenses and non-cash stock-based

 

 

 

 

 

 

 

 

 

 

 

compensation

$

92

 

 

$

39

 

 

$

147

 

 

$

68

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income attributable to common stockholders common per share,

 

 

 

 

 

 

 

 

 

 

 

diluted – excluding Transaction Related Expenses and non-cash

 

 

 

 

 

 

 

 

 

 

 

stock-based compensation

$

0.98

 

 

$

0.41

 

 

$

1.56

 

 

$

0.72

 

 

 

 

 

 

 

 

 

 

 

 

 

Diluted weighted-average common shares outstanding

94

 

 

95

 

 

94

 

 

95

 

(1)     Excludes $7 million of Transaction Related Expenses included in miscellaneous expense, net for the three and six-month periods ended June 30, 2021, respectively.

Reconciliation
of Total Leverage Ratio, Net of All Cash:

 

 

Eight
Quarters

 

Ended

 

June
30, 2022

 

(dollars in millions)

 

 

 

Net income

$

                      595

 

Adjustments to reconcile from net income to Operating Cash Flow as

 

 

  defined in our Senior Credit Agreement:

 

 

Depreciation

                        221

 

Amortization of intangible assets

                        274

 

Non-cash stock-based compensation

                          32

 

Gain on disposal of assets, net

                          21

 

Interest expense

                        457

 

Loss on early extinguishment of debt

                          12

 

Income tax expense

                        248

 

Amortization of program broadcast rights

                          81

 

Common stock contributed to 401(k) plan

                          15

 

Payments for program broadcast rights

                        (83

)

Pension benefit

                          (4

)

Contributions to pension plans

                          (7

)

Adjustments for unrestricted subsidiaries

                           8

 

Adjustments for stations acquired or divested, financings and expected

 

 

synergies during the eight quarter period

                        606

 

Transaction Related Expenses

                          87

 

Other

                           2

 

Operating Cash Flow as defined in our
Senior Credit Agreement

$

                 
2,565

 

Operating Cash Flow as defined in our
Senior Credit Agreement,

 

 

 divided by two

$

                 
1,283

 

 

 

 

 

June
30, 2022

 

Adjusted Total Indebtedness:

 

 

Total outstanding principal

$

                    6,778

 

Letters of credit outstanding

                           4

 

Cash

 

                      (162

)

Adjusted Total Indebtedness, Net of
All Cash

$

                 
6,620

 

 

 

 

Total Leverage Ratio, Net of All Cash

5.16

 

 


Release – Ocugen Provides Business Update & Second Quarter 2022 Financial Results



Ocugen Provides Business Update & Second Quarter 2022 Financial Results

Research, News, and Market Data on Ocugen

CONFERENCE CALL AND WEBCAST TODAY AT 8:30 A.M. ET

 

  • Dosing
    patients in U.S. Phase 2/3 COVAXIN™ (BBV152) clinical trial
  • Completed
    dosing of patients in Cohort 1 of OCU400 gene therapy product candidate
  • Expanding
    product pipeline with the regenerative medicine cell therapy program
    NeoCart
    ®

MALVERN, Pa., Aug. 05, 2022 (GLOBE NEWSWIRE) — Ocugen, Inc. (Ocugen or the Company) (NASDAQ: OCGN), a biotechnology company focused on discovering, developing, and commercializing novel gene and cell therapies and vaccines, today reported financial results for the quarter ended June 30, 2022, and provided a general business update.

“The second quarter was marked by several important milestones,” said Dr. Shankar Musunuri, Chairman, Chief Executive Officer, and Co-Founder of Ocugen. “On the vaccine front, we continued to work diligently with our co-development partner, Bharat Biotech, to ensure we execute our planned clinical and commercial objectives for COVAXIN™ – a whole-virion inactivated COVID-19 vaccine candidate.”

“We are also excited and encouraged by the positive momentum of our investigational modifier gene therapy platform, with the potential to address many different gene mutations in the retina and look forward to bringing hope to patients for whom no treatment options exist,” Dr. Musunuri added.

During the second quarter, Ocugen expanded its dynamic clinical product pipeline with the introduction of NeoCart®, an innovative Phase 3-ready cell therapy platform. The U.S. Food and Drug Administration (FDA) recently granted NeoCart® a Regenerative Medicine Advanced Therapy (RMAT) designation for the repair of full-thickness lesions of the knee cartilage in adults, and this candidate, if approved, offers the potential for a new therapeutic option in this area.

“With our diversified portfolio, Ocugen is well-positioned to advance our product development efforts and we look forward to sharing key data as these programs progress,” Dr. Musunuri concluded.

Clinical and Business
Updates

Vaccines

  • COVAXIN™ Development in the
    United States
     – The Phase 2/3 immuno-bridging and broadening clinical trial, OCU-002, for COVAXIN™ is progressing well.
    • The Company is actively engaged in planning for the initiation of an adult safety clinical trial this year.
  • COVAXIN™ Data Published in
    Scientific Journals
     – In June 2022, positive pediatric Phase 2/3 study results in children aged 2-18 years were published in The Lancet Infectious Diseases. A study published in Nature
    Scientific Reports
     in July shows that COVAXIN™ (BBV152) generated a persistent cell mediated memory immune response for up to 12 months. Additionally, a booster dose is safe and ensures persistent immunity to minimize breakthrough infections of COVID-19.

Gene Therapies

  • OCU400 Clinical Trial – Dosing of subjects with retinitis pigmentosa in Cohort 1 was completed. Previously, the Company reported “first patient, first dose” in late March 2022.
    • The Independent Data and Safety Monitoring Board (DSMB) for the clinical trial recently completed a review of safety data based on dosing from Cohort 1 and recommends proceeding to dosing in Cohort 2. The Company expects to begin dosing in Cohort 2 this month.
  • OCU410 Development Program – Ocugen is conducting IND-enabling studies as per discussions with the FDA. A clinical trial is scheduled to begin next year, and the Company is currently manufacturing materials to support the clinical trial.
  • Improved Patent Estate – In June 2022, the Company announced that the United States Patent and Trademark Office issued U.S. Patent No. 11,351,225, which is directed to methods for preventing or treating an ocular disease or disorder associated with retinal degenerative disease. The patent covers the use of a nuclear hormone receptor gene, such as nuclear receptor subfamily 2 group E member 3 (NR2E3), RAR-related orphan receptor A (RORA), Nuclear Protein 1, Transcriptional Regulator (NUPR1), and Nuclear Receptor Subfamily 2 Group C Member 1 (NR2C1), in treating retinal degenerative diseases as well as reducing the risk of developing such diseases.

Cell Therapies

  • Expansion of Product Candidate
    Pipeline with NeoCart
    ® – Ocugen added NeoCart®, a Phase 3-ready cell therapy platform technology to its diverse product candidate pipeline. The Company originally acquired NeoCart® as part of the Company’s reverse merger with Histogenics Corporation in 2019. Ocugen is currently working with the FDA to finalize the Phase 3 protocol necessary to advance the clinical development program of NeoCart®. Also, the Company entered into a collaborative research agreement with Brigham and Women’s Hospital, Harvard Medical School, to support NeoCart® development and explore expansion of the pipeline.

Other Business

  • At-the-Market Stock Issuance – In June 2022, the Company announced it had entered into an At Market Issuance Sales Agreement relating to the sale of shares of Ocugen’s common stock having an aggregate gross sales price of up to $160.0 million. Proceeds will be used for general corporate purposes.
  • Community Recognition – In June 2022, the Philadelphia Business
    Journal
     named Ocugen among the region’s “2022 Best Places to Work.”

Second Quarter 2022
Financial Results

  • The Company’s cash, cash equivalents, and restricted cash totaled $115.0 million as of June 30, 2022, compared to $95.1 million as of December 31, 2021. The Company believes that its current cash and cash equivalents balance will enable it to fund its operations into the second quarter of 2023. The Company had 216.1 million shares of common stock outstanding as of June 30, 2022.
  • Research and development expenses for the three months ended June 30, 2022, were $9.0 million compared to $18.9 million for the three months ended June 30, 2021. Research and development expenses for the three months ended June 30, 2021, included a $15.0 million upfront payment to Bharat Biotech for the right and license to COVAXIN™ development, manufacturing, and commercialization in Canada.  
  • General and administrative expenses for the three months ended June 30, 2022, were $10.6 million compared to $6.8 million for the three months ended June 30, 2021.
  • Ocugen reported a $0.09 net loss per share for the three months ended June 30, 2022, compared to a $0.13 net loss per share for the three months ended June 30, 2021.

Conference Call and
Webcast Details

Ocugen has scheduled a conference call and webcast for 8:30 a.m. ET today to discuss the financial results and recent business highlights. Ocugen’s executive management team will host the call, which will be open to all listeners. There will also be a question-and-answer session following the prepared remarks.

Attendees are invited to participate on the call using the following details:

Dial-in Numbers: (800) 715-9871 for U.S. callers and (646) 307-1963 for international callers
Conference ID: 7036957
Webcast: Available on the events section of the Ocugen investor site

A replay of the call and archived webcast will be available for approximately 45 days following the event on the Ocugen investor site.

About Ocugen, Inc.
Ocugen, Inc. is a biotechnology company focused on discovering, developing, and commercializing novel gene and cell therapies and vaccines that improve health and offer hope for patients across the globe. We are making an impact on patient’s lives through courageous innovation—forging new scientific paths that harness our unique intellectual and human capital. Our breakthrough modifier gene therapy platform has the potential to treat multiple retinal diseases with a single product, and we are advancing research in infectious diseases to support public health and orthopedic diseases to address unmet medical needs. 

Discover more at www.ocugen.com and follow us on Twitter and LinkedIn.

Cautionary Note on
Forward-Looking Statements

This press release contains forward-looking statements within the meaning of
The Private Securities Litigation Reform Act of 1995, which are subject to
risks and uncertainties. We may, in some cases, use terms such as “predicts,”
“believes,” “potential,” “proposed,” “continue,” “estimates,” “anticipates,”
“expects,” “plans,” “intends,” “may,” “could,” “might,” “will,” “should,” or
other words that convey uncertainty of future events or outcomes to identify
these forward-looking statements. Such forward-looking statements include, but
are not limited to, statements about the potential for NeoCart
® (autologous chondrocyte-derived neocartilage), if
approved, to provide an innovative new option for the repair of full-thickness
lesions of the knee cartilage in adults, as well as Ocugen’s intention to begin
dosing in Cohort 2 of the OCU400 clinical trial this month. Such statements are
subject to numerous important factors, risks, and uncertainties that may cause
actual events or results to differ materially from our current expectations.
These and other risks and uncertainties are more fully described in our
periodic filings with the Securities and Exchange Commission (SEC), including
the risk factors described in the section entitled “Risk Factors” in the
quarterly and annual reports that we file with the SEC. Any forward-looking
statements that we make in this press release speak only as of the date of this
press release. Except as required by law, we assume no obligation to update
forward-looking statements contained in this press release whether as a result
of new information, future events, or otherwise, after the date of this press
release.

Contact:

Tiffany Hamilton
Head of Communications
IR@ocugen.com

(Tables to follow)

OCUGEN, INC.

CONSOLIDATED BALANCE SHEETS

(in thousands)

(Unaudited)

 

June 30, 2022

 

December 31, 2021

Assets

 

 

 

Current assets

 

 

 

Cash and cash equivalents

$

115,005

 

 

$

94,958

 

Prepaid expenses and other current assets

 

7,564

 

 

 

7,688

 

Total current assets

 

122,569

 

 

 

102,646

 

Property and equipment, net

 

3,153

 

 

 

1,164

 

Restricted cash

 

 

 

 

151

 

Other assets

 

4,366

 

 

 

1,800

 

Total assets

$

130,088

 

 

$

105,761

 

Liabilities and stockholders’ equity

 

 

 

Current liabilities

 

 

 

Accounts payable

$

5,921

 

 

$

2,312

 

Accrued expenses

 

4,103

 

 

 

4,325

 

Operating lease obligations

 

314

 

 

 

363

 

Total current liabilities

 

10,338

 

 

 

7,000

 

Non-current liabilities

 

 

 

Operating lease obligations, less current portion

 

3,892

 

 

 

1,231

 

Long term debt, net

 

1,750

 

 

 

1,712

 

Total liabilities

 

15,980

 

 

 

9,943

 

Stockholders’ equity

 

 

 

Convertible preferred stock

 

1

 

 

 

1

 

Common stock

 

2,163

 

 

 

1,995

 

Treasury stock

 

(48

)

 

 

(48

)

Additional paid-in capital

 

281,139

 

 

 

225,537

 

Accumulated other comprehensive income

 

10

 

 

 

 

Accumulated deficit

 

(169,157

)

 

 

(131,667

)

Total stockholders’ equity

 

114,108

 

 

 

95,818

 

Total liabilities and stockholders’ equity

$

130,088

 

 

$

105,761

 

 

OCUGEN, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

(in thousands, except share and per share amounts)

(Unaudited)

 

Three months ended June 30,

 

Six months ended June 30,

 

 

2022

 

 

 

2021

 

 

 

2022

 

 

 

2021

 

Operating expenses

 

 

 

 

 

 

 

Research and development

$

9,007

 

 

$

18,853

 

 

$

16,922

 

 

$

21,725

 

General and administrative

 

10,558

 

 

 

6,757

 

 

 

20,677

 

 

 

10,942

 

Total operating expenses

 

19,565

 

 

 

25,610

 

 

 

37,599

 

 

 

32,667

 

Loss from operations

 

(19,565

)

 

 

(25,610

)

 

 

(37,599

)

 

 

(32,667

)

Other income (expense), net

 

94

 

 

 

(342

)

 

 

109

 

 

 

(362

)

Net loss

$

(19,471

)

 

$

(25,952

)

 

$

(37,490

)

 

$

(33,029

)

Shares used in calculating net loss per common share — basic and diluted

 

215,862,977

 

 

 

195,572,189

 

 

 

210,806,330

 

 

 

190,960,775

 

Net loss per share of common stock — basic and diluted

$

(0.09

)

 

$

(0.13

)

 

$

(0.18

)

 

$

(0.17

)