On February 15, 2019,
the board of directors (the “Board”) of Driven Deliveries, Inc. (the “Company”)
appointed Jerrin James as Chief Operating Officer, with such appointment to
take effect immediately.
Mr. James, age 33, is an
accomplished global logistics and supply chain executive. Since June of 2014,
Mr. James has served as Vice President of Global Logistics and Supply Chain at
Facebook, Inc. From March through June of 2014, Mr. James served as Senior
Director and Head of Logistics, Merchandising and Fulfillment at Groupon, Inc.
From June 2011 through February 2014, Mr. James served as Senior Pathways
Operations Manager at Amazon. Mr. James also holds an IMBA from the Moore
School of Business at the University of South Carolina and a BS in Engineering,
Electronics and Telecommunications from Sathyabama University where he
graduated first in his class.
There are no arrangements or understandings between Mr. James
and any other person pursuant to which Mr. James was selected as an officer.
Also, there is no family relationship between Mr. James and any
director or executive officer, of the Company.
February 14, 2019, the board of directors (the “Board”) of DropCar, Inc. (the
“Company”) approved (1) the termination of Paul Commons as Chief Financial
Officer of the Company and any other positions
on which he serves with respect to the Company and its
subsidiaries and affiliates, and (2) the appointment of Mark Corrao as the
Company’s new Chief Financial Officer, in each case effective as of February 28, 2019.
Mr. Corrao, age 61, has served as Chief Financial Officer of KannaLife
Sciences, Inc. since 2012. Prior to that time, Mr. Corrao served as Chief
Financial Officer of each of Business Efficiency Experts, Inc., from 2010
through 2012, StrikeForce Technologies, Inc., from 2001 through 2010, and
Advanced Communication Sciences, Inc. from 1997 through 2000. Mr. Corrao also
has experience in accounting, having previously served as a partner at Frank T.
LaFauci, CPAs, as controller at Design Production Management, Inc., as
assistant controller at Greenfield Arbitrage Partners, as internal auditor at
Spear, Leeds & Kellogg and as an accountant at A.L. Wellen & Co., CPAs.
He holds a B.S. in Public Accounting from the City University of New York –
Mr. Corrao is employed in at-will capacity and does not
have an employment agreement with the Company. As consideration for his
services to the Company, Mr. Corrao will receive compensation in the amount of
$1,500 per month.
Mr. Corrao has no family relationships with any of the
executive officers or directors of the Company. There are no arrangements or
understandings between Mr. Corrao and any other person pursuant to which he was
elected as an officer of the Company. The Company is not aware of any
transactions in which Mr. Corrao has an interest that would require disclosure
under Item 404(a) of Regulation S-K.
OTTAWA BANCORP, INC. ANNOUNCES INCREASE IN QUARTERLY CASH DIVIDEND
FOR IMMEDIATE RELEASE
Ottawa, Illinois – February 19, 2019 – Ottawa Bancorp, Inc. (NasdaqCM: OTTW), the holding company for Ottawa Savings Bank FSB, announced today that its Board of Directors has approved an increase in the Company’s quarterly cash dividend from $0.05 per share to $0.06 per share. The increased quarterly dividend will be paid on or about March 28, 2019, to stockholders of record as of the close of business on March 8, 2019.
Ottawa Bancorp, Inc. is the holding company for Ottawa Savings Bank, FSB which provides various financial services to individual and corporate customers in the United States. The Bank offers various deposit accounts, including checking, money market, regular savings, club savings, certificate, and various retirement accounts. Its loan portfolio includes one-to-four family residential mortgage, multi-family and non-residential real estate, commercial, and construction loans as well as auto loans and home equity lines of credit. Ottawa Savings Bank, FSB was founded in 1871 and is headquartered in Ottawa, Illinois. For more information about the Company and the Bank, please visit www.ottawasavings.com.
NEWPARK RESOURCES ANNOUNCES RETIREMENT OF BOARD MEMBER
THE WOODLANDS, TX – FEBRUARY 21, 2019 – Newpark Resources, Inc.
(NYSE: NR) today announced that after 13 years of service, Gary L. Warren
informed the Nominating and Corporate Governance Committee of the Company’s
Board of Directors, that he intends to retire following the Annual Meeting of
Stockholders in May 2019.
Tony Best, Chairman of Newpark’s Board of Directors, stated, “We
would like to thank Gary for his many contributions to Newpark during his 13
years of service as a member of the Board of Directors. Gary’s leadership and
invaluable insights were instrumental to the Company’s transformation, as we
navigated through one of the most challenging downturns and emerged a stronger
and more diversified company. We wish Gary the best in his retirement.”
Newpark Resources, Inc. is a worldwide provider of value-added
fluids systems and composite matting systems used in oilfield and other
commercial markets. For more information, visit our website at www.newpark.com.
Gregg Piontek Vice President and Chief Financial Officer Newpark Resources, Inc. [email protected] 281-362-6800
In a SEC filing dated 2018-02-21, Neogenomics Inc released their full Feburary 2019 Investor presentation.
Investment Highlights Leading publicly-traded, comprehensive, pure-play oncology testing company in the U.S. Substantial Oncology/Genetics Market tailwinds Significant near-term growth drivers Market share gains driven by customer satisfaction Rapidly growing Pharma Services business Track record of profitable growth and cash flow 3
Who We Are COMMON PURPOSE We save lives by improving patient care. VISION By providing uncompromising quality, exceptional service and innovative solutions, we will be the World’s leading cancer testing and information company. VALUES − Quality − Integrity − Accountability − Teamwork − Innovation We are Focused and Genuine 4
Company Overview Comprehensive, oncology-focused test menu • Extensive molecular-oncology offering, with 150+ tests • A leader in immuno-oncology testing • In-house digital pathology expertise Extensive clinical expertise • ~80 pathologists and PhDs Global Pharma Services offering • $99 million backlog of signed contracts • Labs in US, Europe and Asia Significant scale and scope • 2600+ hospitals and cancer centers • 900,000+ tests per year • Broad geographic coverage with major labs in California, Florida and Texas 5
US Oncology Lab Market Clinical Reference Labs Pure Play Oncology Reference Labs Niche Oncology Players (with oncology divisions) (comprehensive test menus) (limited test menus) 6
Our Competitive Advantage • Comprehensive, multi-modality “one-stop-shop” • Large and advanced somatic cancer test menu • Unparalleled reach into all customer segments, including hospitals, pathologists, and community oncology practices • National footprint and extensive payer contracts • Outstanding client service and partnership models • Synergistic Pharma and Clinical businesses 7
Multi-modality One-stop-shop Complementary and Comprehensive Anatomic Flow Cytometry Cytogenetics FISH Molecular Pathology • Sanger Sequencing • Extensive • Robust Library of • Consultation Pathology • State-of-Art • Next-Gen Sequencing technology automation for High Validated Probes • Immunohistochemistry • Whole Exome Quality/Low Cost • Tech-Only Service • Digital Imaging • 8-16 Color Flow Sequencing • 4-6 day TAT with Automation • Automated • MRD detection • Targeted Sequencing quantitative IHC • Becton Dickinson & • Real-time qPCR Beckman Coulter • MultiOmyx • Liquid Biopsy • Nanostring/Gene Ex 8
Molecular Assays NeoGenomics offers a wide breadth of technology platforms • Broad menu • 150+ different tests • More than 30 multi-gene tumor tests WGS, WES, RNA-Seq, NeoAg • TMB, MSI, other immuno-oncology assays 1000’s Targeted genomic/RNA-Seq. & Cancer Panels 100’s Ion Torrent™ < 10 Illumina® NovaSeq 6000 NanoString™ qPCR, Sanger, Fragment Analysis, RT-PCR 1 ABI3730; ABI3500; Rotogene; Cobas, # of Biomarkers QuantStudio In addition to in-house platforms, our scientific team is able to transfer novel technologies from our partners 9
Our Pharma Services Offering FDA Filing, Pre-Clinical Research & Phase Phase Phase Approval & Launch Discovery I II III Preparation Biomarker Discovery Analytical Validation Dx Development Clinical Validation Assay Design & Development Rx Development Track Dx Development Track Pharma Services Division Specialist Services Pharma Services Technologies • Project management • Discovery/proof of concept • IHC (qual and quant) • Bioinformatics • Development & optimization • Flow cytometry • Data management • Assay validations • FISH & RNA-ISH • Medical/scientific consultation • Inter-site precision • Sanger, PCR & NGS • Regulatory • Clinical trial testing: Phase 1 – 3 • NanoString™ • Logistics • Companion Diagnostic • MultiOmyx™ • Medical data services Development & Approval • Digital pathology • Commercialization • LDT & IVD assays 10
Net Promoter Score How likely is it that you would recommend this company to a friend or colleague? (Scale of 1 to 10): • Promoters: 9-10 • Passives: 7-8 • Detractors: 0-6 • Net Promoter Score = (Promoters – Detractors) X 100 (Respondents) 500 452 Q4 2018 Clinical Client Survey 400 300 216 By The Numbers: 200 174 • Survey Period: Nov. 16th to Dec. 16th 90 100 • 1,004 respondents 24 36 4 2 1 1 4 • 15 questions + comments 0 • 2,382 comments received 10 9 8 7 6 5 4 3 2 1 0 11
Track Record of Growth – Clinical Services **Clinical Testing Annual Revenue Clinical Tests Performed ($, MMs) 749,902 657,394 $242 563,132 $210 $203 $88 222,744 $79 $63 175,688 $56 135,580 $40 112,434 $32 56,710 75,576 $27 31,868 44,924 $18 20,998 $6 $10 4,082 12,838 $0.6 $2 1,152 2004 2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017 2018 2004 2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017 2018 NEO Clinical Testing Revenue NEO Clincial Tests Performed *Base NEO Clinical includes organic clinical revenue and test volume growth and incorporates inorganic contributions from the 2015 acquisition of Clarient (closed Dec. 30th) and the 2018 acquisition of Genoptix (closed Dec. 10th). Base NEO Clinical excludes the impact from Pharma Services and PathLogic (divested on August 1st, 2017). **Clinical Revenue presented net of bad debt expense to conform with ASC 606 presentation. 12
Rapidly Growing Pharma Services Business $MMs $110.0 44% YoY 98.9 97.2 Backlog 89.6 Growth $90.0 71.7 68.7 $70.0 $50.0 $30.0 26.4 33% YoY 21.2 19.3 Revenue 13.8 14.2 Growth 10.6 8.2 9.6 $10.0 8.0 6.5 (4.2) (0.3) (2.1) (1.9) -$10.0 Q4’17 Q1’18 Q2’18 Q3’18 Q4’18 Revenue Booked (net) Change in Dormant Projects Ending Backlog 13 Reported backlog as of Jan 1, 2018 is net of projects deemed to be dormant (i.e., with no activity for more than 12 months)
Track Record of Improvement In Cost Per Test $350 $328 $325 $318 $300 $294 $275 $256 $250 $243 $225 $221 $201 $200 $179 $175 $171 $150 2010 2011 2012 2013 2014 2015 2016 2017 2018 Average Cost of Good Sold / Clinical Test 14
Oncology Market Tailwinds Aging population driving cancer incidence Increased survival driving follow-on testing Growing number of therapeutic options Increased therapeutic complexity Burgeoning oncology drug pipeline Emerging platforms and tests (NGS, TMB, MSI, etc.) 16
Significant Near-Term Growth Drivers 6 Integrate Genoptix 5 Proactively address revenue 4 per test New managed care and GPO 3 contracts Pursue FDA- Approved multi- 2 gene NGS panel Global strategic alliance with PPD 1 Large backlog of signed Pharma contracts 17
Global Strategic Alliance With PPD PPD’s preferred lab for oncology testing Significant revenue opportunity Expands global client base Expansion into Asia Collaborations for companion diagnostics Opportunities to leverage laboratory data for trials 18
A New Standard in Oncology Testing NeoGenomics Well established as a leading provider of oncology testing for pathologists and hospitals Genoptix Unprecedented reach to all customer segments Broadest and deepest test menu in the Industry Outstanding reputation Deep knowledge of community oncology practice and relationships with Gold standard consults and reports community oncologists Broad portfolio of managed care/GPO contracts Highly efficient, oncology-focused operations, medical team, and sales force 19
Expands Reach into Oncology Practices Significant opportunity Genoptix is well established in for growth this market segment $2.5 billion revenue 40 person oncologist-focused sales opportunity force (5x larger than NeoGenomics’ current oncology team) >2,000 independent, Customized reports specifically community oncology tailored for the oncologist practices community Important channel for fastest Specialized pathologists with years growing tests (e.g., NGS and of experience working directly with Liquid Biopsy) oncologists 20
Leverages Best Offerings MANAGED CARE CUSTOMIZED EXTENSIVE PHARMA NATIONAL AND GPO REPORTING TEST MENU SERVICES FOOTPRINT CONTRACTS NeoGenomics’ test Synergistic With operations on NeoGenomics Genoptix has a menu includes many pharma services both coasts, has a broad suite of tests that Genoptix business drives NeoGenomics will portfolio of customized does not currently be able to improve access to contracts in reporting tools offer to its customers turn-around time • Broader portfolio companion for Genoptix which that are of NGS tests diagnostics customers Genoptix does considered the • 10-color flow not participate gold standard • Greater number of among IHC tests oncologists • Solid tumor pathology 21
COMPASS® and CHART® COMPASS: comprehensive, hematopathologist-directed, integrated assessment report • Customized workflow on each patient case to provide a disease-specific evaluation based on up-to-date guidelines • Actionable diagnosis in a one-page correlation report • Consultation with assigned hematopathologist available on every case • Notification of acute cases and unexpected diagnoses within 24 hours • Real-time electronic reporting with Genoptix Online, powered by eCOMPASS™ • Review of challenging cases and presentation of tumor conferences with a Genoptix Hematopathologist through eRounds CHART: a longitudinal report including a consultative review and correlation with relevant prior findings by a Genoptix Hematopathologist, used to: • Monitor response to therapy • Determine disease progression • Evaluate clonal evolution • Assess residual disease 22
Genoptix Bends the Curve Potential Revenue $500 • Incremental revenue of $80-85M • Pro form combined revenue of ~$350M $400 • ~$25 million of cost synergies • ~25% EBITDA on incremental revenue by end of year three $300 $200 2018 2019 2020 2021 Pre Post Potential EBITDA $110 $90 $70 Note: graphs and estimates are for illustrative purposes and $50 do not represent company forecasts, with the exception of 2018, which is the mid-point of previously issued guidance $30 2018 2019 2020 2021 Pre Post 23
Investment Highlights Leading pure-play oncology testing company Significant market growth tailwinds Extensive molecular/oncology test menu Leader in immuno-oncology testing Market share gains driven by customer satisfaction Rapidly growing Pharma Services business Track record of profitable growth and cash flow 24
Balance Sheet, December 31, 2018 (unaudited, in thousands) December 31, 2017 ASSETS December 31, 2018 (Restated) $ 12,821 Cash and cash equivalents $ 9,811 12,821 Accounts receivable 76,919 60,427 Inventory 8,650 7,474 Other current assets 8,288 5,153 Total current assets 103,668 85,875 Property and equipment (net of accumulated depreciation of $50,127 and $40,530, respectively) 60,888 36,504 Intangible assets, net 140,029 74,165 Goodwill 197,892 147,019 Other assets 2,538 891 TOTAL ASSETS $ 505,015 $ 344,454 LIABILITIES, REDEEMABLE CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS’ EQUITY Accounts payable and other current liabilities $ 46,753 $ 27,482 Short-term portion of capital leases and senior debt 14,172 8,989 Total current liabilities 60,925 36,471 Long-term portion of capital leases and senior debt 98,130 96,435 Income tax liability, net 22,457 6,688 Other long-term liabilities 3,060 283 Total long-term liabilities 123,647 103,406 TOTAL LIABILITIES $ 184,572 $ 139,877 Series A Redeemable Convertible Preferred Stock — 32,615 Stockholders’ Equity 320,443 171,962 TOTAL LIABILITIES, REDEEMABLE CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS’ EQUITY $ 505,015 $ 344,454 26
Income Statement, December 31, 2018 (unaudited, in thousands) For the Three Months Ended For the Year Ended December December 31, 31, 2017 2017 2018 (Restated) 2018 (Restated) Net Revenue: Clinical testing $ 65,913 $ 53,456 $ 241,873 $ 213,097 Pharma services 10,562 7,966 34,868 27,154 Total revenue 76,475 61,422 276,741 240,251 Cost of revenue 39,364 34,660 149,476 138,295 Gross Profit 37,111 26,762 127,265 101,956 Operating Expenses: General and administrative 25,717 16,642 84,822 70,359 Research and development 526 556 3,001 3,636 Sales and marketing 8,047 5,859 29,402 24,001 Loss on sale of PathLogic — — — 1,058 Total operating expenses 34,290 23,057 117,225 99,054 Income From Operations 2,821 3,705 10,040 2,902 Interest expense, net 1,464 1,368 6,230 5,540 Other (income) expense (46) 12 (14) 12 Income (loss) before taxes 1,403 2,325 3,824 (2,650) Income tax expense (benefit) 1,050 (2,224) 1,184 (2,254) Net Income (Loss) 353 4,549 2,640 (396) Deemed dividends on preferred stock — 911 10,198 3,645 Amortization of preferred stock beneficial conversion feature — 1,780 (4,571) 6,902 Gain on redemption of preferred stock — — (9,075) — Net Income (Loss) Attributable to Common Stockholders $ 353 $ 1,858 $ 6,088 $ (10,943) Income (Loss) per Common Share: Basic $ 0.00 $ 0.02 $ 0.07 $ (0.14) Diluted $ 0.00 $ 0.02 $ 0.07 $ (0.14) Weighted Average Shares Used in Computation of Earnings per Common Share: Basic 93,270 86,676 85,618 79,426 Diluted 96,874 88,611 91,568 79,426 27
Statements of Cash Flows, December 31, 2018 (unaudited, in thousands) For the Year Ended December 31, CASH FLOWS FROM OPERATING ACTIVITIES 2018 2017 (Restated) Net income (loss) $ 2,640 $ (396) Adjustments to reconcile net income (loss) to net cash provided by operating activities: Depreciation 15,804 15,596 Amortization of intangibles 5,928 6,995 Amortization of debt issue costs 542 440 Loss on disposal of assets 404 253 Loss on sale of Path Logic — 1,058 Stock based compensation 6,955 6,441 Changes in assets and liabilities, net 12,513 (12,350) NET CASH PROVIDED BY OPERATING ACTIVITIES 44,786 18,037 CASH FLOWS FROM INVESTING ACTIVITIES Acquisition of business, net of cash acquired (125,377) — Purchases of property and equipment (14,310) (13,690) NET CASH USED IN INVESTING ACTIVITIES (139,687) (13,690) CASH FLOWS FROM FINANCING ACTIVITIES (Payments) advances on revolving credit facility (20,400) 2,496 Redemption of preferred stock (50,096) — Repayment of capital lease obligations, loans (6,563) (5,424) Repayment of term loan (4,500) (3,753) Proceeds from term loan 30,000 — Payments of debt issue costs (576) — Issuance of common stock, net 144,094 2,586 NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES 91,959 (4,095) Effects of foreign exchange rate changes on cash and cash equivalents (68) 44 NET CHANGE IN CASH AND CASH EQUIVALENTS (3,010) 296 CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD 12,821 12,525 CASH AND CASH EQUIVALENTS, END OF PERIOD $ 9,811 $ 12,821 SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION: Interest paid $ 6,511 $ 5,155 Income taxes paid, net of refunds $ (31) $ 284 SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING INFORMATION: Equipment acquired under capital lease/loan obligations $ 7,569 $ 5,728 28
Segment Results, December 31, 2018 (unaudited, in thousands) Three Months Ended December 31, Year Ended December 31, 2017 % (Restated) Change 2017 % Pharma Operations: 2018 2018 (Restated) Change Pharma Revenue $ 10,562 $ 7,966 32.6 % $ 34,868 $ 27,154 28.4 % Cost of Revenue $ 5,654 $ 4,730 19.5 % $ 21,179 $ 16,510 28.3 % Gross Margin $ 4,908 $ 3,236 51.7 % $ 13,689 $ 10,644 28.6 % Three Months Ended December 31, Year Ended December 31, 2017 % 2017 % (Restated) Change (Restated) Change Clinical Operations: 2018 2018 Requisitions received (cases) 115,915 102,714 12.9 % 439,597 394,520 11.4 % Number of tests performed 198,181 174,918 13.3 % 749,902 657,394 14.1 % Average number of tests/requisition 1.71 1.70 0.4 % 1.71 1.67 2.4 % Total clinical genetic testing revenue $ 65,913 $ 53,457 23.3 % $ 241,873 $ 209,584 15.4 % Average revenue/requisition $ 569 $ 520 9.3 % $ 550 $ 531 3.6 % Average revenue/test $ 333 $ 306 8.8 % $ 323 $ 319 1.2 % Cost of revenue $ 33,710 $ 29,930 12.6 % $ 128,296 $ 117,838 8.9 % Average cost/requisition $ 291 $ 291 (0.2) % $ 292 $ 299 (2.3) % Average cost/test $ 170 $ 171 (0.6) % $ 171 $ 179 (4.5) % Clinical genetic tests exclude tests performed for Pharma Services customers and tests performed by PathLogic. 29
Adjusted EBITDA, December 31, 2018 (unaudited, in thousands) For the Three Months For the Year Ended Ended December 31, December 31, 2017 2017 (Restated) (Restated) 2018 2018 Net Income (Loss) (GAAP) $ 353 $ 4,549 $ 2,640 $ (396) Adjustments to Net Income (Loss): Interest expense, net 1,464 1,368 6,230 5,540 Income tax expense (benefit) 1,050 (2,224) 1,184 (2,254) Amortization of intangibles 1,672 1,794 5,928 6,995 Depreciation 4,327 3,856 15,804 15,596 EBITDA 8,866 9,343 31,786 25,481 Further Adjustments to EBITDA: Facility moving expenses/other — — 2,486 620 Loss on sale of business — — — 1,058 Acquisition and integration related expenses 2,325 — 2,325 — Non-cash, stock-based compensation 1,807 629 6,955 6,441 Adjusted EBITDA (non-GAAP) $ 12,998 $ 9,972 $ 43,552 $ 33,600 30
2019 Guidance (unaudited, in thousands) For the Year Ended December 31, 2019 Range Net income (loss) attributable to common stockholders (GAAP) $ (3,000) $ 3,000 Amortization of intangibles 11,000 11,000 Non-cash, stock-based compensation (4) 8,000 7,000 Acquisition and integration related expenses 4,000 2,000 Other one-time expenses 2,000 1,000 Adjusted Net Income (non-GAAP) $ 22,000 $ 24,000 Interest and taxes 9,000 6,000 Depreciation 22,000 19,000 Adjusted EBITDA (non-GAAP) $ 53,000 $ 49,000 Net income (loss) per diluted common share (GAAP) $ (0.03) $ 0.03 Adjustments to diluted loss per share: Amortization of intangibles 0.12 0.12 Non-cash, stock based compensation expenses 0.08 0.07 Acquisition and integration related expenses 0.04 0.02 Other one-time expenses 0.02 0.01 Adjusted Diluted EPS (non-GAAP) $ 0.23 $ 0.25 Weighted average assumed shares outstanding in 2019: Diluted Common Shares (GAAP) 95,511 95,511 Options and restricted stock not included in diluted shares — 2,650 Adjusted diluted shares outstanding (non-GAAP) 95,511 98,161 31
Quarterly Impact of ASU 606 Adoption (unaudited, in thousands) As Previously Reported Q1 2017 Q2 2017 Q3 2017 Q4 2017 Total 2017 Net Revenue Clinical Testing $ 56,690 $ 59,791 $ 56,186 $ 59,079 $ 231,748 Pharma Services 4,986 6,299 6,866 8,713 26,863 Total Revenue 61,676 66,090 63,052 67,792 258,611 Gross Profit 27,196 31,178 28,810 33,132 120,316 Total operating expenses 27,311 29,864 32,172 28,645 117,992 Income (Loss) from Operations (115) 1,314 (3,362) 4,487 2,324 Interest expense 1,364 1,411 1,398 1,368 5,540 Other expense — — — 265 265 Income tax (benefit) (825) (54) 340 (2,096) (2,635) expense Net Income (Loss) $ (654) $ (43) $ (5,100) $ 4,950 $ (846) Adjustments due to adoption of accounting standard Q1 2017 Q2 2017 Q3 2017 Q4 2017 Total 2017 Net Revenue Clinical Testing $ (3,783) $ (4,244) $ (4,999) $ (5,623) $ (18,651) Pharma Services (465) 418 1,084 (747) 291 Total Revenue (4,248) (3,826) (3,915) (6,370) (18,360) Gross Profit (Loss) (4,248) (3,826) (3,915) (6,370) (18,359) Total operating expenses (3,783) (4,353) (5,213) (5,588) (18,937) Income (Loss) from Operations (465) 527 1,298 (782) 578 Interest expense — — — — — Other expense — — — 253 253 Income tax (benefit) 46 1 462 (128) 381 expense Net Income (Loss) $ (511) $ 526 $ 836 $ (401) $ 450 As Restated Q1 2017 Q2 2017 Q3 2017 Q4 2017 Total 2017 Net Revenue Clinical Testing $ 52,907 $ 55,547 $ 51,187 $ 53,456 $ 213,097 Pharma Services 4,521 6,717 7,950 7,966 27,154 Total Revenue 57,428 62,264 59,137 61,422 240,251 Gross Profit 22,948 27,352 24,895 26,762 101,957 Total operating expenses 23,528 25,511 26,959 23,057 99,055 Income (Loss) from Operations (580) 1,841 (2,064) 3,705 2,902 Interest expense 1,364 1,411 1,398 1,368 5,540 Other expense — — — 12 12 Income tax (benefit) (779) (53) 802 (2,224) (2,254) expense Net Income (Loss) $ (1,165) $ 483 $ (4,264) $ 4,549 $ (396) 32
Forward-Looking Statements This presentation has been prepared by NeoGenomics, Inc. (“we,” ”us,” “our,” “NeoGenomics” or the “Company”) and is made for informational purposes only and does not constitute an offer to sell or a solicitation of an offer to buy securities, nor shall there be any sale of any securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction. The information set forth herein does not purport to be complete or to contain all of the information you may desire. Statements contained herein are made as of the date of this presentation unless stated otherwise, and neither this presentation, nor any sale of securities, shall under any circumstances create an implication that the information contained herein is correct as of any time after such date or that information will be updated or revised to reflect information that subsequently becomes available or changes occurring after the date hereof. This presentation contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 relating to business, operations, and financial conditions of the Company. Words such as, but not limited to, “look forward to,” “believe,” “expect,” “anticipate,” “estimate,” “intend,” “plan,” “would,” “should” and “could,” and similar expressions or words, identify forward-looking statements. Although the Company believes the expectations reflected in such forward-looking statements are based upon reasonable assumptions, there can be no assurance that its expectations will be realized. Actual results could differ materially from those projected in the Company’s forward-looking statements due to numerous known and unknown risks and uncertainties. All forward-looking statements speak only as of the date of this presentation and are qualified in their entirety by this cautionary statement. The Company undertakes no obligation to revise or update this presentation to reflect events or circumstances after the date hereof. Non-GAAP Adjusted EBITDA “Adjusted EBITDA” is defined by NeoGenomics as net income from continuing operations before: (i) interest expense, (ii) tax expense, (iii) depreciation and amortization expense, non-cash stock-based compensation expense, and if applicable in a reporting period, acquisition-related transaction expenses (vi) non-cash impairments of intangible assets (vii) debt financing costs (viii) and other significant non-recurring or non-operating (income) or expenses. 2
DANBURY, Conn. & RESEARCH TRIANGLE PARK, N.C. – February 21, 2019 – IQVIA™ (NYSE:IQV) today announced the appointment of Carol J. Burt to its board of directors, effective today. A principal of private investment firm Burt-Hilliard Investments for more than a decade, Burt is a former executive officer of WellPoint, Inc. (now Anthem, Inc.), lastly as Senior Vice President, Corporate Finance and Development, and previously served as Senior Vice President and Treasurer of American Medical Response. Burt also serves on the operating council and as a senior advisor to Consonance Capital Partners.
“We are pleased that Carol has agreed to be a member of our board,” said Ari Bousbib, chairman and CEO, IQVIA. “In addition to her deep finance and investment experience, she has a proven track record of corporate board participation and governance within the life sciences industry.”
Burt currently serves on the board of directors of ResMed Inc. and WellDyneRx, LLC. She previously served on the boards of directors of Envision Healthcare, WellCare Health Plans, Inc., Vanguard Health Systems, Inc., and Transitional Hospitals Corporation. She’s an active member of Women Corporate Directors and recently served as Chair of the Fortune 1000 Working Group for the Women’s Leadership Foundation of Colorado.
IQVIA (NYSE:IQV) is a leading global provider of advanced analytics, technology solutions and contract research services to the life sciences industry. Formed through the merger of IMS Health and Quintiles, IQVIA applies human data science — leveraging the analytic rigor and clarity of data science to the ever-expanding scope of human science — to enable companies to reimagine and develop new approaches to clinical development and commercialization, speed innovation and accelerate improvements in healthcare outcomes. Powered by the IQVIA CORE™, IQVIA delivers unique and actionable insights at the intersection of large-scale analytics, transformative technology and extensive domain expertise, as well as execution capabilities. With more than 58,000 employees, IQVIA conducts operations in more than 100 countries.
IQVIA is a global leader in protecting individual patient privacy. The company uses a wide variety of privacy-enhancing technologies and safeguards to protect individual privacy while generating and analyzing information on a scale that helps healthcare stakeholders identify disease patterns and correlate with the precise treatment path and therapy needed for better outcomes. IQVIA’s insights and execution capabilities help biotech, medical device and pharmaceutical companies, medical researchers, government agencies, payers and other healthcare stakeholders tap into a deeper understanding of diseases, human behaviors and scientific advances, in an effort to advance their path toward cures. To learn more, visit www.iqvia.com.
Bruker Corporation 2019 Short-Term Incentive Compensation Program
The 2019 Bruker Corporation
(“Bruker” or the “Company”) Short-Term Incentive Compensation Program (the
“ICP” or “Program”) is designed to reward management employees and key
personnel for performance that contributes significantly to the Company’s
growth and financial success.
The Program is designed to reward
several layers of success at the Bruker Corporate, Group, Divisional, Business
Unit, functional, and individual levels, while maintaining a focus on
significant improvement over prior year results. Incentive Awards under
this Program are granted as “Cash-Based Awards” pursuant to and in accordance
with the terms of the Bruker Corporation 2016 Incentive Compensation Plan (the
Select executive and key employees
in the Company are eligible to participate in the Program, as the Company may
determine at its discretion. Sales commissioned employees and employees
participating in any other cash-based incentive plan are not eligible to
participate in the ICP. Employees participating in this ICP are generally not
eligible to participate in any other cash-based incentive plan.
The Incentive Award for any
employee who becomes eligible to participate in the Program after the beginning
of the Performance Period shall be pro-rated based on their participation date.
Employees must become eligible prior to November 15th in
order to participate. Participants must be active employees on payroll on the
payout date to receive an Incentive Award. To be eligible to receive any
Incentive Award under the Program, the employee must be considered in good
standing as determined by the Company in its sole discretion and may not be on
a performance improvement plan.
Incentive Targets and Awards
Each Participant shall have a
pre-determined Incentive Target, typically expressed as a percentage of the
individual’s base salary. Additionally, the conditions to achieve the Incentive
Target shall also be pre-determined. Achievement of a Participant’s
Incentive Target typically depends on a combination of Company or
business achievement of financial goals and individual objectives, with
weightings assigned to each based on Company discretion and Participant level
in the organization. Incentive Award payouts are calculated and paid annually
based on Company and individual performance relative to the goals, such that
actual Incentive Award payouts can be below, at, or above the Incentive Target.
For purposes of this Program,
financial goals may be determined pursuant to generally accepted accounting
principles (GAAP) or on a non-GAAP basis and may include the following metrics
or variations thereof: earnings per share (EPS); pre-tax or after-tax net
income; operating income or profit; cash flow; gross or net revenues; gross or
net sales; costs (including cost reductions); margins; units sold; market
share; stock price; total shareholder return; return on sales, assets, equity,
capital or investment; earnings before deducting one or more of interest,
taxes, depreciation and amortization; capital expenditures; working capital;
inventory decrease; effective tax rate in one or more jurisdictions; planning
for, or completion or implementation of, acquisitions or divestitures of
specific product lines, business segments, business units, divisions or subsidiaries;
or other balance sheet or income statement objectives approved by the
Compensation Committee (the “Committee”).
Performance measures may be set at
the consolidated level, segment level, division level, group level, or business
unit level. Additionally, performance measures may be measured either annually
or cumulatively over a period of years, and on an absolute basis or relative to
pre-established targets, a previous year’s results or to a designated
comparison group, in each case as specified by the Committee.
Differences in weightings of
financial goals, or the financial goals themselves, may exist between the Corporate
and Group/Divisional financial metrics to reflect organizational scope,
responsibility, and shareholder expectations. Each of the metrics may
also be weighted to reflect the relative importance of each of the goals.
Participants in the operating groups may have a portion of their financial
goals tied to their direct area of responsibility or some other area related to
their responsibility (e.g., an organization that is “1-up” from their current
direct area of accountability) to encourage teamwork, collaboration, and
alignment across the organization.
Basis of Financial Targets
The determination of achievement
of financial goals for purposes of Incentive Award calculations will be based
upon final audited financial statements for the Performance Period; and, where
applicable, the baseline numbers will be the prior year audited financial
results as approved by the Company’s Board of Directors
Incentive Award Achievement and
Financial goals have a minimum of
0% payout and no maximum, with payouts determined relative to the achievement
of each of the specified performance goals on a linear basis, e.g., 110%
performance results in 110% payout for any one financial metric.
All individual goals will be
established with the Participant’s manager and approved by the appropriate
executive officer, where appropriate. Individual performance will be assessed
based on achievement of individual goals. Payouts will be determined based on
the manager’s assessment of individual performance relative to each of the
specified goals. Individual performance has a minimum payout of 0% and a
maximum payout of 125%.
Total Award Opportunity
Results of the financial goals
relative to their respective targets will be multiplied by the corresponding
payout percentage tied to the specific level of performance for each goal.
Those products will then be added together to derive the final payout percentage
for the financial portion of the award. Results of the individual goals
will be used in determining the overall payout for the individual portion of
While there is no maximum on any
one particular financial goal, the total Incentive Award payout under the
Program for financial goals is subject to a maximum payout of 200% of the
Participant’s Incentive Target for financial goals.
Annual Incentive Awards earned
under the ICP will be paid shortly after audited results are approved by the
Company’s Board of Directors and reported by the Company. All Incentive
Awards payable under the Program are subject to applicable federal, state, and
local withholding tax and any such other taxes as may be required.
The terms and conditions of the
Program are subject to the provisions of the 2016 Plan. The Committee is
responsible for approving the Program, Incentive Targets, and other
metrics thereof, and for administering the Program in accordance with and subject
to the terms and conditions of the 2016 Plan. The Committee shall have full and
sole authority to interpret the Program, to establish and amend
rules and regulations relating to it, and to make all other determinations
necessary or advisable for the administration of the Program, unless otherwise
delegated to the Company’s CEO and CFO.
The Company reserves the right to
amend, modify, suspend or terminate the Program at any time solely in its
discretion with or without notice to Participants.
Nothing contained herein shall in
any way alter the nature of employment at the Company or constitute a contract
of employment or in any way be construed to confer on the Participant any right
to continue as a participant in the 2016 Plan or the Program or as an employee
of the Company or any subsidiary of the Company.
The Committee may, in its sole
discretion and in accordance with and subject to the terms of the 2016 Plan,
adjust Incentive Targets to take into account the effects of any Extraordinary
Items. “Extraordinary Items” means unusual or nonrecurring events
affecting the Company or the financial statements of the Company, such as, but
not limited to, (a) effects of changes in foreign exchange, (b) an
unbudgeted material expense incurred by or at the direction of the Board of
Directors or a committee thereof, (c) a material litigation judgment or
settlement, (d) effects of mergers, acquisitions, divestitures, spin-offs,
consolidation, acquisition of property or stock, reorganizations, restructuring
charges, or joint ventures, or (e) changes in applicable laws,
regulations, or accounting principles.
After the Performance Period has
ended, the Participant will be entitled to receive a payout based on the value
of the Incentive Award earned by the Participant over the Performance Period,
taking into account the extent to which the corresponding performance goals
were achieved. Notwithstanding the foregoing, if an employee resigns
voluntarily, or is terminated for performance reasons or for violation of
Company policies prior to the time of the Incentive Award payout, he/she will
not be eligible to receive any portion of the Incentive Award. If an employee
is terminated involuntarily for reasons other than performance or violation of
Company policies prior to the end of a Performance Period, the Company may, in
its sole discretion, determine whether to pay any portion of the Incentive
Award, taking into account such things as individual performance and length of
time the employee performed in the designated role during the Performance
The payment of Incentive Awards
pursuant to the achievement of the individual goals is subject to the
satisfaction of minimum performance expectations, as determined by the
Company’s CEO or CFO. Such minimum performance expectations include,
without limitation, compliance by the Participant and the
Participant’s organization with
the Company’s Code of Conduct and other policies.
In the event the CEO or CFO
determine, in their sole respective discretion, that a Participant’s
performance, or that of the Participant’s organization, has failed to meet the
minimum standard of performance reasonably expected of such Participant, the
Participant will receive only such portion of his or her Incentive Awards
calculated as payable in respect of individual goals, or none of such portion
of Incentive Awards in respect of individual goals, as may be so determined by
the CEO or the CFO, or, in the case of the CEO and CFO, by the Committee.
In addition, in the event such
failure to achieve minimum performance expectations is due to a material
violation of the Code of Conduct or other Company policies which fall within
the Participant’s area of responsibility, either individually or with respect
to Participant’s organization, the ability of the CEO, CFO or Committee to
reduce or eliminate the portion of Incentive Awards calculated as payable in
respect of such individual goals shall be extended to and include the ability
to eliminate or reduce the payment of amounts calculated as payable pursuant to
the achievement of the financial goals.
Payments made to any Participant
pursuant to an Incentive Award shall be subject to clawback: (1) to the
extent of the excess of what would have been paid to the participant under a
Restatement (as defined below), (2) in the event that a Participant,
during employment or other service covered by this Program, shall engage in
activity detrimental to the business of the Company, (3) as required by
any clawback policy implemented by the Company, or (4) as otherwise
required by any provision of any law, government rule or regulation, or stock
exchange listing requirement. For the purposes of the Program, “Restatement”
means, with respect to any payment under an Incentive Award, a restatement of
previously filed financial statements that is required to be prepared and filed
at any time during the three-year period following such payment due to material
noncompliance of the Company with any financial reporting requirements under
the United States federal securities laws.
All interpretations and
determinations, including determinations of the amount of Incentive Awards due
any Participant, made by the Committee or its delegate(s) shall be final
and binding on all persons.
The Company shall have the right
to withhold from any amount payable hereunder any amount it reasonably
determines is sufficient to satisfy all federal, state and local or non-U.S.
withholding tax requirements on any Incentive Award under this Program and to
take such other action as may be necessary or advisable in the opinion of the
Company to satisfy all obligations for withholding of such taxes.
This Program applies to all
employees globally, with such adjustments for local law and local business and
accounting practices as the Committee may determine.
Notwithstanding other provisions
of the Program, in the event of a Change in Control (as defined below) of the
(1) If an
Incentive Award is continued or assumed and within the lesser of the expiration
of the Performance Period and 24 months following the Change in Control the
Company (or its successor) involuntarily terminates the Participant without
Cause (as defined below) or the Participant voluntarily terminates for Good
Reason (as defined below) then, upon such termination, the Incentive Target
payout opportunity under such Incentive Award will be deemed to have been
earned on a pro rata basis for that portion of the Performance
Period(s) completed as of the effective date of such qualifying
termination and will be paid to the Participant within thirty (30) days
following such termination, unless the acceleration of payment would result in
additional taxes under Section 409A of the Internal Revenue Code.
(2) If an
Incentive Award is not continued or assumed, the Incentive Target payout
opportunity under such Incentive Award will be deemed to have been earned on a
pro rata basis for that portion of the Performance Period completed as of the
effective date of such Change in Control and will be paid to the Participant
within thirty (30) days following such Change in Control, unless the
acceleration of payment would result in additional taxes under
Section 409A of the Internal Revenue Code.
The obligations of the Company
under this Program shall be unsecured and unfunded obligations, and to the
extent that any Participant acquires a right to receive a payment under this
Program, such right shall be no greater than the right of an unsecured general
creditor of the Company and no Participant shall have any right, title or
interest in any of the assets of the Company or its affiliates. No assets
of the Company or its affiliates shall be held under any trust, or held in any
way as collateral security for the fulfilling of the obligations of the Company
under this Program. Any and all assets of the Company and its affiliates
shall be, and remain, the general unpledged, unrestricted assets thereof.
No right or interest of any
Participant under the Program and no Incentive Award will be assignable or
transferable, in whole or in part, either directly or by operation of law or
otherwise, including without limitation by execution, levy,
garnishment, attachment, pledge or
in any manner; no attempted assignment or transfer thereof will be effective;
and no right or interest of any Participant under the Program and any Incentive
Award will be liable for, or subject to, any obligation or liability of such
This Program, and all agreements
hereunder, shall be construed in accordance with and governed by the laws of
the State of Delaware, without reference to principles of conflict of laws
which would require application of the law of another jurisdiction.
This Program, together with the
2016 Plan, constitutes the entire agreement of the Company with respect to the
subject matter thereof and cannot be modified by any oral statement or
otherwise except by written action of the Committee.
2016 Plan: The
Bruker Corporation 2016 Incentive Compensation Plan.
purposes of termination of employment following a Change in Control, “Cause”
shall mean dishonesty with respect to the Company or any of its affiliates,
breach of fiduciary duty, insubordination, substantial malfeasance or
non-feasance of duty, unauthorized disclosure of confidential information,
material failure or refusal to comply with Company’s published policies
generally applicable to all employees, and conduct materially harmful to the
business of the Company or any of its affiliates.
Change in Control: A
“Change in Control” shall be deemed to have occurred under any one or more of
the following conditions:
within one year of any merger, consolidation, sale of a substantial part of the
Company’s assets, or contested election, or any combination of the foregoing
transactions (a “Transaction”), the persons who were directors of the Company
immediately before the Transaction shall cease to constitute a majority of the
Board of Directors (x) of the Company or (y) of any successor to the
Company, or (z) if the Company becomes a subsidiary of or is merged into
or consolidated with another corporation, of such corporation (the Company
shall be deemed a subsidiary of such other corporation if such other
corporation owns or controls, directly or indirectly, a majority of the
combined voting power of the outstanding shares of the capital stock of the
Company entitled to vote generally in the election of directors);
as a result of a Transaction, the Company does not survive as an entity, or its
shares are changed into the shares of another corporation
unless the stockholders of the Company immediately prior to the Transaction own
a majority of the outstanding shares of such other corporation immediately
following the Transaction;
during the applicable Performance Period, any person, or any two or more
persons acting as a group, and all affiliates of such person or persons, who
prior to such time owned less than twenty percent (20%) of the then outstanding
common stock of the Company, shall acquire, whether by purchase, exchange,
tender offer, merger, consolidation or otherwise, such additional shares of the
Company’s common stock in one or more transactions, or series of transactions,
such that following such transaction or transactions, such person or group and
affiliates beneficially own at least fifty percent (50%) of the Company’s
common stock outstanding;
dissolution or liquidation of the Company is approved by its stockholders; or
the members of the Board as of the date of commencement of the applicable
Performance Period (the “Incumbent Board”) cease to represent at least
two-thirds of the Board; provided, that any person becoming a director
subsequent to the date hereof whose election, or nomination for election by the
Company’s stockholders, was approved by at least two-thirds of the members
comprising the Incumbent Board (either by a specific vote or by approval of the
proxy statement in which such person is named as a nominee for director without
objection to such nomination) shall be, for purposes of this paragraph (v),
treated as though such person were a member of the Incumbent Board.
Compensation Committee of Bruker Corporation, as set forth in Section 3 of
the 2016 Plan.
Good Reason: Unless
otherwise defined in a written Incentive Award, employment, severance or
similar agreement between the Participant and the Company, “Good Reason” means,
without the Participant’s prior written consent, (i) a material diminution
in a Participant’s authority, duties, or responsibilities, (ii) a material
breach by the Company or its successor of its obligations to a Participant
under any written employment, severance or similar agreement, (iii) a
material diminution in the Participant’s base compensation plus incentive
compensation opportunity, or (iv) the relocation of the Participant’s
primary work location to a location more than 50 miles from the Participant’s
primary work location immediately prior to a Change in Control. A Participant
may not resign for Good Reason without providing the employer written notice of
the grounds that the Participant believes constitute Good Reason within 90 days
of the initial existence of such grounds and giving the Company or its successor
at least 30 days after such notice to cure and remedy the claimed event of Good
Incentive Award: The
award payout under the Program.
Incentive Target: The
incentive opportunity expressed as a percent of the Participant’s base salary.
specified employee who has met the eligibility criteria outlined in accordance
with the Program.
Performance Period: The
period of time for which performance goals are measured for purposes of
determining the awards earned under this Program, generally January 1
through December 31.
Bruker Corporation 2019 Short-Term Incentive Compensation Program.
On February 18, 2019, the Compensation Committee
of the Board of Directors (the “Committee”) of Diodes Incorporated (the
“Company”) approved the payment of a cash bonus to certain executive officers
of the Company for their services rendered in fiscal 2018 pursuant to an
executive bonus formula adopted by the Committee on February 8, 2018.
The cash bonus for each executive is based on a
multiple of that executive’s salary and consists of two components: a
Company-wide performance component which accounts for 80% of the bonus; and an
individual performance component which accounts for 20% of the bonus. The
Company-wide performance component is based on achievement of a revenue target
and a non-GAAP earnings per share target, which are weighted 20% and
80%, respectively. The performance targets were to reflect stock holder
objectives of profitability, growth and revenue. The individual performance
component is based on the Committee’s assessment of the individual’s overall
If the Company achieves the Company-wide
performance targets and the executive achieves his individual performance
objectives, the executive will be entitled to receive 100% of his target bonus.
Achievement of 80% of the performance targets would result in a bonus equal to
50% of the target bonus, and achievement of 120% of the performance targets
would result in a bonus of 200% of the target bonus. Achievement of less than
80% of the performance targets would result in the payment of no bonus, and
achievement of more than 120% of the performance targets would not result in
the payment of a bonus of more than 200% of the target bonus.
In December 2018, based upon (1) the
unaudited results of operations of the Company for the nine months ended
September 30, 2018, (2) the projected results of operations of the Company
for the three months ended December 31, 2018, and (3) the performance of
each executive officer toward their individual performance objectives, the Committee
approved the payment of 80% of such target bonuses on or before
December 31, 2018. On February 18, 2019, the Committee, based on the
actual performance of the Company and performance of individual objectives
determined the actual bonuses to which each executive officer was entitled for
fiscal 2018 and approved the payment of the balance of the bonuses after the
filing of the Company’s 2018 Annual Report on Form 10-K.
For 2018, the Committee awarded cash bonuses to the Company’s principal executive officer, principal financial officer, and two other most highly compensated executive officers (collectively, “NEOs”) as follows:
Valley Ranch Apartments located in Ann Arbor, Michigan Acquired by Lightstone Value Plus Real Estate Investment Trust V, Inc.
Ann Arbor, Michigan / February 14, 2019 / Lightstone Value Plus Real Estate Investment Trust V, Inc. (the “Company”), through LVP BH Valley Ranch LLC (“LVP BH Valley Ranch”), a subsidiary of Lightstone REIT V OP LP, the Company’s operating partnership, entered into an Assignment and Assumption of Purchase and Sale Agreement (the “Assignment”) with LVP BH Acquisitions LLC (the “Assignor”), an affiliate of the Company’s advisor, an affiliate of the Lightstone Group, LLC. Under the terms of the Assignment, LVP BH Valley Ranch was assigned the rights and assumed the obligations of the Assignor with respect to that certain Agreement of Purchase and Sale (the “Purchase Agreement”), dated December 10, 2018, as amended, made between the Assignor, as the purchaser, and Tilden Valley Ranch Apartments LLC (the “Seller”) as the seller, whereby the Assignor contracted to purchase a 384-unit multifamily property located in Ann Arbor, Michigan (the “Valley Ranch Apartments”).
On February 14, 2019, the Company, through LVP BH Valley Ranch, completed the acquisition of the Valley Ranch Apartments from the Seller, an unrelated third party, for approximately $70.3 million, excluding closing and other acquisition related costs.
In connection with the acquisition of the Valley Ranch Apartments, the Company simultaneously entered into a $43.4 million mortgage loan (the “Loan”) scheduled to mature on March 1, 2026. The Loan requires monthly interest payments through its maturity date and bears interest at 4.16% through its maturity. The Loan is collateralized by the Valley Ranch Apartments and is non-recourse to the Company.
In connection with the acquisition, the Company’s advisor, an affiliate of the Lightstone Group, LLC, received an aggregate of approximately $1.2 million in acquisition fees, acquisition expense reimbursements and debt financing fees.
LVP BH Valley Ranch also entered into a management agreement with an affiliate of the Company’s advisor, an affiliate of the Lightstone Group, LLC, for the management of theValley Ranch Apartments commencing on February 14, 2019.
The capitalization rate for the acquisition of the Valley Ranch Apartments was approximately 5.35%. The Company calculates the capitalization rate for a real property by dividing the net operating income (“NOI”) of the property by the purchase price of the property, excluding costs. For purposes of this calculation, NOI was based upon the twelve months ended November 30, 2018. Additionally, NOI is all gross revenues from the property less all operating expenses, including property taxes and management fees but excluding depreciation.
Evergy Announces 2018 Results and Declares Quarterly Dividend
Kansas City, Mo., Feb. 21, 2019 – Evergy, Inc. (NYSE: EVRG)
today announced full year 2018 earnings of $536 million, or $2.50 per share,
compared with earnings of $324 million, or $2.27 per share, for the full year
2017. For the fourth quarter 2018, earnings were $19 million, or $0.07 per
share, compared with earnings of $34 million, or $0.24 per share, for the
fourth quarter of 2017.
In June 2018, Westar Energy, Inc. (Westar Energy) and Great
Plains Energy, the parent company of Kansas City Power & Light (KCP&L)
and KCP&L Greater Missouri Operations (GMO), completed their merger to
create Evergy. Evergy’s 2018 fourth quarter earnings include Westar Energy,
KCP&L and GMO earnings for the entire quarter. Comparison to 2017 earnings
are based on Westar Energy’s earnings for that period.
The earnings increase in 2018 compared to 2017 was primarily due
to the inclusion of KCP&L and GMO earnings, higher Westar retail sales,
driven by favorable weather, and lower income tax expense, partially offset by
merger related costs and customer bill credits following the close of the
Evergy announced full year 2018 pro forma earnings of $714
million, or $2.67 per share, which reflect the consolidated results of
operations of Evergy as if the merger had taken place on January 1, 2017, and
exclude non-recurring merger-related costs, compared with 2017 pro forma
earnings of $469 million, or $1.73 per share. For the fourth quarter 2018, pro
forma earnings were $20 million, or $0.08 per share, compared with a loss of
$69 million, or $0.25 per share, for the fourth quarter of 2017.
Increased sales, due primarily to favorable weather, and lower
income tax expense contributed to the year-over-year increase in pro forma
“2018 was a successful year by all accounts,” said Terry
Bassham, Evergy president and chief executive officer. “We successfully
completed each of our regulatory proceedings, delivered on commitments made
throughout the merger process, and started to rebalance our capital structure
through the initiation of our share repurchase program. Our team’s dedication
and hard work is reflected in our 2018 financial and operational results.”
The Board of Directors declared a dividend of $0.475 per share
payable on March 20, 2019, on the Company’s common stock. The dividends are
payable to shareholders of record as of March 4, 2019.
Evergy management will host a conference call Friday, February
22 with the investment community at 10:00 a.m. ET (9:00 a.m. CT). Investors,
media and the public may listen to the conference call
by dialing (888) 353-7071, conference ID 1169956. A webcast of
the live conference call will be available at www.evergyinc.com.
Members of the media are invited to listen to the conference
call and then contact Gina Penzig with any follow-up questions.
This earnings announcement, a package of detailed full-year
financial information, the company’s annual report on Form 10-K for the period
ended December 31, 2018 and other filings the company has made with the
Securities and Exchange Commission are available on the Company’s website
Evergy, Inc. (NYSE: EVRG), through its operating subsidiaries,
KCP&L and Westar Energy provides clean, safe and reliable energy to 1.6
million customers in Kansas and Missouri. The 2018 combination of KCP&L and
Westar Energy to form Evergy created a leading energy company that provides
value to shareholders and a stronger company for customers.
Evergy’s mission is to empower a better future. Today, half the
power supplied to homes and businesses by Evergy comes from emission-free
sources, creating more reliable energy with less impact to the environment. We
will continue to innovate and adopt new technologies that give our customers
better ways to manage their energy use.
For more information about Evergy, visit us at www.evergyinc.com.
Unaudited Pro Forma Financial Information
The unaudited pro forma financial information included in this
press release has been presented for informational purposes only and is not
necessarily indicative of Evergy’s consolidated results of operations that
would have been achieved or the future consolidated results of operations
of Evergy. The unaudited pro forma financial information should be read in
conjunction with Evergy’s annual report on Form 10-K for the period ended
December 31, 2018.
Forward Looking Statements
Statements made in this press release that are not based on
historical facts are forward-looking, may involve risks and uncertainties, and
are intended to be as of the date when made. Forward-looking statements
include, but are not limited to, statements relating to the expected financial
and operational benefits of the merger of Great Plains Energy Incorporated
(Great Plains Energy) and Westar Energy that resulted in the creation of Evergy
(including cost savings, operational efficiencies and the impact of the merger
on earnings per share), cost estimates of capital projects, dividend growth,
share repurchases, balance sheet and credit ratings, rebates to customers, the
outcome of regulatory and legal proceedings, employee issues and other matters
affecting future operations.
In connection with the safe harbor provisions of the Private
Securities Litigation Reform Act of 1995, Evergy, Westar Energy and KCP&L
are providing a number of important factors that could cause actual results to
differ materially from the provided forward-looking information. These
important factors include: future economic conditions and any related impact on
sales, prices and costs; prices
and availability of electricity in wholesale markets; market perception of the
energy industry, Evergy, Westar Energy and KCP&L; changes in business
strategy or operations; the impact of unpredictable federal, state and local
political, legislative, judicial and regulatory actions or developments,
including, deregulation, re-regulation and restructuring of the electric
utility industry; decisions of regulators regarding rates that Westar Energy
and KCP&L (or other regulated subsidiaries of Evergy) can charge for
electricity; changes in applicable laws, regulations, rules, principles or
practices, or the interpretations thereof, governing tax, accounting and
environmental matters, including air and water quality; quality and waste
management and disposal; changes in the energy trading markets in which Westar
Energy and KCP&L participate, including retroactive repricing of
transactions by regional transmission organizations and independent system
operators; the impact of climate change, including reduced demand for
coal-based energy because of actual or perceived climate impacts and the
development of alternate energy sources; financial market conditions and
performance, including changes in interest rates and credit spreads and in
availability and cost of capital and the effects on derivatives and hedges,
nuclear decommissioning trust and pension plan assets and costs; impairments of
long-lived assets or goodwill; credit ratings; inflation rates; effectiveness
of risk management policies and procedures and the ability of counterparties to
satisfy their contractual commitments; impact of terrorist acts, including
cyber terrorism; ability to carry out marketing and sales plans; weather
conditions, including weather-related damage and the impact on sales, prices
and costs; cost, availability, quality and timely provision of equipment,
supplies, labor and fuel; the inherent uncertainties in estimating the effects
of weather, economic conditions, climate change and other factors on customer
consumption and financial results; ability to achieve generation goals and the
occurrence and duration of planned and unplanned generation outages; delays in
the anticipated in-service dates and cost increases of generation,
transmission, distribution or other projects; Evergy’s ability to successfully
manage its transmission and distribution development plans and its transmission
joint ventures; the inherent risks associated with the ownership and operation
of a nuclear facility, including environmental, health, safety, regulatory and
financial risks; workforce risks, including increased costs of retirement,
health care and other benefits; the possibility that the expected value
creation from the merger will not be realized, or will not be realized within
the expected time period; difficulties related to the integration of the two
companies; disruption from the merger making it more difficult to maintain
relationships with customers, employees, regulators or suppliers; the diversion
of management time; and other risks and uncertainties.
This list of factors is not all-inclusive because it is not
possible to predict all factors. Additional risks and uncertainties are
discussed from time to time in quarterly reports on Form 10-Q and annual
reports on Form 10-K filed by Evergy, KCP&L and Westar Energy with the SEC.
Each forward-looking statement speaks only as of the date of the particular
statement. Evergy, KCP&L and Westar Energy undertake no obligation to publicly
update or revise any forward-looking statement, whether as a result of new
information, future events or otherwise.