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Business

Concerned shareholders of Rocky Mountain set the record straight about gilded governance changes made by Rocky Mountain Chocolate Factory

The Company’s Recent Settlement Proposal is Disingenuous

Urges Shareholders to Demand Accountability by Voting for the Concerned Shareholders of Rocky Mountain’s Director Candidates

 

WESTFIELD, N.J. — (BUSINESS WIRE) — AB Value Management LLC, together with its affiliates (“AB Value”), and the other participants in this solicitation (collectively, the “Concerned Shareholders of Rocky Mountain”) representing approximately 13.54% of the outstanding shares of Rocky Mountain Chocolate Factory, Inc. (NASDAQ: RMCF) (the “Company”), today commented on mischaracterizations in the Company’s preliminary proxy statement and the recent settlement proposal.

 

The Concerned Shareholders of Rocky Mountain believe that shareholders should know that the Company continues to misrepresent its interest to enhance corporate governance. Specifically, refreshment of the Company’s Board of Directors (the “Board”) over the past couple of years has largely been due to shareholder pressure. In 2019, Andrew T. Berger (AB Value’s Managing Member) and Mary Kennedy Thompson joined the Board as part of a settlement agreement with AB Value. Tariq Farid joined the Board in December 2019 as part of a strategic alliance with Edible Arrangements, LLC, when Mr. Berger had not yet joined the Board. Mr. Farid subsequently resigned due to disagreements between the Company and Edible Arrangements, LLC related to the strategic alliance and ecommerce agreements. Meanwhile, Jeffrey R. Geygan—a Company nominee—also joined the Board as part of a settlement agreement with Global Value Investment Corp. (“Global Value”) in August 2021. Absent settlement related additions, the Board has failed to undertake refreshment on its own.

 

In fact, before AB Value’s campaign in 2019, the Board, which was comprised of current Company nominees Brett Seabert and Bryan Merryman, was marred by poor corporate governance practices. At the Company’s 2018 Annual Meeting of Shareholders, the average Board tenure was 19 years and four of the six directors had been on the Board for at least 18 years. Brett Seabert was the newest director who joined in 2017. At the time of joining the Board, Mr. Seabert had no prior public board or related industry confectionary experience. He had been involved with real estate development, construction, and a casino management company.

 

“It is very convenient for the Company to take what we find to be purely reactionary steps to address governance deficiencies we’ve been championing for years, only weeks ahead of the upcoming election contest,” commented Mr. Berger. “How can the Board expect any shareholder to view these knee jerk efforts as sincere, when prior to the Concerned Shareholders of Rocky Mountain’s pressure, the Board was either unwilling or unable to muster the courage necessary to effect changes needed at the Company?”

 

The following summarizes events that, in the Concerned Shareholders of Rocky Mountain’s opinion, reveal the Company’s true colors.

 

The Terms of the Company’s Settlement Proposal Are Outrageous

The Company’s counsel recently shared with AB Value a proposed settlement framework that failed to include any future compositional changes to the Board (a purported “red-line” for the Company). It included drastically off-market and off-putting concessions for the Concerned Shareholders of Rocky Mountain, including standstill provisions and voting commitments lasting four years and covering three annual meetings—which in our opinion is unheard of in this context—that would have entrenched incumbent directors for multiple years. By contrast, Global Value’s settlement agreement with the Company, which designated Mr. Geygan to the Board, contains standstill provisions and voting commitments that cover one annual meeting and last less than one year (even though Global Value and Mr. Geygan recently sought a tender offer for a control-like stake in the Company, have tried to buy the Company in the past, and just weeks ago threatened to replace a majority of the Board after their control attempts were rejected by the Company).

 

Questionable Board Leadership Consistently Demonstrates Questionable Judgments

The Company’s settlement proposal is only the latest in a string of recent missteps by Chairperson and special committee member Rahul Mewawalla. Mr. Mewawalla, who has no prior public board experience, no C-level experience with a public company, and no food and beverage experience, was the first and only candidate brought forward as part of the Board’s ‘refreshment efforts.’ He was not only raced through the nomination process by incumbent directors with minimal vetting of his background and qualifications, but was also after a mere 43 days into his first public directorship, appointed chairperson of the Board. Since his nomination and subsequent appointment as a director of the Board, he has at a minimum participated in, if not overseen, the following:

  • Backing out of what had been a heavily negotiated settlement agreement with AB Value. At the time when AB Value had been led to believe by the Company’s outside general counsel and CEO that the Board was on the precipice of approving an amicable and heavily negotiated resolution with AB Value, the Company instead issued a press release on July 21, 2021 announcing many of the very changes the Company had agreed would be part of the settlement agreement.
  • Failing to identify issues of Scott Capdevielle’s fitness as a public company director. Although Mr. Capdevielle had served as a director of the Company for 12 years, the Company had not identified his lack of judgment in making highly inappropriate public statements until Mr. Berger brought them to light on July 24, 2021. Mr. Capdevielle resigned on July 26, 2021.
  • Engaging a costly technology expert who appears to lack consumer experience as lead consultant to identify director candidates. Mr. Mewawalla spearheaded the Board’s decision to hire an expensive lead consultant from Russell Reynolds Associates to manage a director search process, despite AB Value having already presented several highly-qualified candidates with relevant experience. The lead consultant met with some of our candidates and unsurprisingly, like Mr. Mewawalla, the lead consultant has technology experience, but no food or beverage experience.
  • Packing the Board in advance of the Company’s 2021 Annual Meeting of Shareholders (the “2021 Annual Meeting”). The Company had ample time—over several years—to follow through on AB Value’s calls for Board refreshment. Yet, the first time “Board refreshment” was publicly mentioned by the Company was on July 22, 2021—that is, less than a month after AB Value submitted its notice of nomination to the Company. Since then, the Company rushed to appoint two new directors, who were identified and recruited in less than a month of hiring Russell Reynolds Associates, which we believe to be a defensive, reactionary decision to manage this year’s contested annual meeting of shareholders.

 

Do Not Be Misled by the Company

The Concerned Shareholders of Rocky Mountain believe that the record shows everything the Company has done over the course of the last several months is a direct result of pressure by AB Value. In addition, the Concerned Shareholders of Rocky Mountain are disappointed that, instead of acknowledging all of the efforts of AB Value, the Company appears to have decided to punish shareholders by refusing to place Mr. Berger on the Company’s slate of directors for the 2021 Annual Meeting. This refusal to include Mr. Berger was decided by the Board despite Mr. Berger having received nearly the highest percentages of shareholder support during the past two director elections (84.7% in 2019 “FOR” his election and 76.8% in 2020). Only Mary Kennedy Thompson, also a member of the Concerned Shareholders of Rocky Mountain’s slate of director candidates, received higher support.1

 

In the Concerned Shareholders of Rocky Mountain’s opinion, the Board’s decision to leave Mr. Berger off the Company’s slate of directors is yet another example of the Board’s entrenched mindset and actions, which include the Board’s decision to retain a decade-long poison pill, without shareholder approval. Mr. Berger and the Concerned Shareholders of Rocky Mountain find the Board’s decision not to nominate Mr. Berger as a reaction to AB Value’s consistent calls for uncomfortable, but shareholder friendly, change, including Mr. Berger’s requests for the separation of the CEO / chairperson roles, his questioning of former CEO Franklin Crail’s place on the Board’s Compensation Committee as a non-independent director, and his call for the resignation of Mr. Capdevielle. Importantly, it was due to the continued pressure by Mr. Berger that the Company took action on each of his requests, which resulted in the announced retirement of Mr. Crail and resignation of Mr. Capdevielle.

 

The Concerned Shareholders of Rocky Mountain’s slate of five highly-qualified individuals—Andrew T. Berger, Mary Kennedy Thompson, Mark Riegel, Sandra Elizabeth Taylor and Rhonda J. Parish—was selected after an extensive evaluation of numerous potential candidates, and has the skillsets that are urgently needed at the Company. The majority of these candidates have served at public companies and bring a wide array of experience: corporate social responsibility, restaurant and confection industry expertise, sophisticated financial analysis and judgment, and successful track records. Perhaps most importantly, these candidates, if elected, will consistently strive to do what is in the best interests of ALL shareholders.

 

Important Additional Information

AB Value Partners, LP and AB Value Management LLC, Andrew T. Berger, Bradley Radoff, Rhonda J. Parish, Mark Riegel, Sandra Elizabeth Taylor and Mary Kennedy Thompson (collectively, the “Participants”) intend to file a definitive proxy statement and an accompanying BLUE proxy card with the SEC to solicit proxies from shareholders of the Company for use at the 2021 Annual Meeting. THE PARTICIPANTS STRONGLY ADVISE ALL SHAREHOLDERS OF THE COMPANY TO READ THE PROXY STATEMENT AND OTHER PROXY MATERIALS AS THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. Such proxy materials will be available at no charge on the SEC’s website at http://www.sec.gov. In addition, the Participants in this proxy solicitation will provide copies of the proxy statement without charge, upon request. Requests for copies should be directed to the Participants’ proxy solicitor.

 

Certain Information Regarding the Participants

In accordance with Rule 14a-12(a)(1)(i) under the Securities Exchange Act of 1934, as amended, the Participants in the proxy solicitation are: AB Value Partners, LP, AB Value Management LLC, Andrew T. Berger, Bradley Radoff, Rhonda J. Parish, Mark Riegel, Sandra Elizabeth Taylor and Mary Kennedy Thompson. As of the date hereof, AB Value Partners, LP directly owns 224,855 shares of common stock, $0.001 par value per share of the Company (“Common Stock”). As of the date hereof, AB Value Management LLC directly owns 235,334 shares of Common Stock. As of the date hereof, Mr. Radoff directly owns 366,889 shares of Common Stock. As of the date hereof, Ms. Thompson directly owns 2,000 shares of Common Stock. As of the date hereof, none of Mr. Berger, Ms. Parish, Mr. Riegel, or Ms. Taylor directly own any shares of Common Stock.


1 See Form 8-K filed by the Company with the SEC on January 9, 2020 and Form 8-K filed by the Company with the SEC on September 18, 2020. This excludes voting results of Tariq Farid, who no longer serves as a director on the Board.

Contacts

John Glenn Grau

InvestorCom LLC

(203) 295-7841

Categories
Business Technology

Growing numbers of network engineers turning to NetOps to enhance security

EDISON, N.J. — (BUSINESS WIRE) — According to new Opengear research spanning the UK, the U.S., France, and Germany, more than four out of ten (41%) of network managers, network engineers, and network architects say their organizations use NetOps or network automation to enhance network security, the top use for NetOps overall.

Moreover, 44% of respondents whose organizations use an independent secure management plane (e.g. an Out-of-Band Network) that is separate from the production network believe enhanced security is one of the top two benefits of doing so. However, questions remain around access rights and permissions.

 

While just half of respondents say network engineers can access the independent management plane, 59% say the internal IT team is able to do so, 30% say middle management can access it, and 14% even say lower management or supervisory staff from elsewhere in the organisation can access it.

 

“These findings around access are a little concerning,” said Gary Marks, President of Opengear. “All network configuration and management should be restricted to the core network operations team via an independent management plane, including an Out-of-Band Network. This is essential to safeguard the production network from human error such as misconfiguration, or worse – cyberattacks. That’s why the management plane is increasingly viewed as the network for network engineers.”

 

The Opengear survey found that security was seen as key to avoiding network downtime. Thirty-nine percent of respondents whose organisation has an SD-WAN deployment use multilayer security to avoid downtime, while nearly one in five (18%) use end-to-end micro-segmentation and security zoning.

 

About Opengear

Opengear, a Digi International company, delivers secure, resilient access and automation to critical IT infrastructure, even when the network is down. Provisioning, orchestration, and remote management of network devices, through innovative software and appliances, enable technical staff to manage data centers and remote network locations reliably and efficiently. Opengear’s business continuity solutions are trusted by global organizations across financial, digital communications, retail, and manufacturing industries. The company is headquartered in New Jersey, with R&D centers in Silicon Valley and Brisbane, Australia. Opengear was acquired by Digi International in 2019, bringing together two organizations with a deep commitment to providing the best products, software, and services that meet the demands of mission-critical networks. Both companies continue to build and support strong customer relationships. For more information, please visit www.opengear.com.

 

About Digi International

Digi International (NASDAQ: DGII) is a leading global provider of business and mission-critical Internet of Things (IoT) connectivity products and solutions. We help our customers create next-generation connected products and solutions to deploy, monitor, and manage critical communications infrastructures and compliance standards in demanding environments with high levels of security, relentless reliability, and bulletproof performance. Founded in 1985, the company has helped customers connect more than 100 million things – and counting. For more information, visit www.digi.com, or call 877-912-3444 (U.S.) or 952-912-3444 (International).

Contacts

Opengear U.S. Contact
Peter Ramsay / Lora Wilson

Global Results Communications
open@globalresultspr.com
949.307.5908

Opengear U.K. Contact
Maddy Birtles – maddyb@whiteoaks.co.uk – +44 (0) 1252 727313

Categories
Business

Newron receives fourth Tranche from financing agreement with European Investment Bank (EIB)

Ad hoc announcement pursuant to Art. 53 SIX Listing Rules

 

MILAN — (BUSINESS WIRE) — $NWRN — Newron Pharmaceutical S.p.A. (“Newron”) (SIX: NWRN, XETRA: NP5), a biopharmaceutical company focused on the development of novel therapies for patients with diseases of the central and peripheral nervous system, announces that it has received Tranche 4 under its financing agreement with the European Investment Bank (EIB) that was signed in October 2018 and comprises up to EUR 40 million, subject to achieving a set of agreed performance criteria. The EIB loan is backed by the European Fund for Strategic Investments (EFSI), the central pillar of the Investment Plan for Europe. Tranche 4 consists of EUR 7.5 million and will primarily be used to support the Company’s development programs in diseases of the central nervous system. The first three tranches of the loan totaling EUR 25 million were received by Newron in 2019 and 2020.

 

In connection with Tranche 4, EIB has received warrants entitling it to purchase up to 151,344 ordinary shares of Newron at an exercise price of EUR 9.25 per share.

About Newron Pharmaceuticals

Newron (SIX: NWRN, XETRA: NP5) is a biopharmaceutical company focused on the development of novel therapies for patients with diseases of the central and peripheral nervous system. The Company is headquartered in Bresso near Milan, Italy. Xadago®/safinamide has received marketing authorization for the treatment of Parkinson’s disease in the European Union, Switzerland, the UK, the USA, Australia, Canada, Brazil, Colombia, Israel, the United Arab Emirates, Japan and South Korea, and is commercialized by Newron’s Partner Zambon. Supernus Pharmaceuticals holds the commercialization rights in the USA. Meiji Seika has the rights to develop and commercialize the compound in Japan and other key Asian territories. Newron is developing evenamide as the potential first add-on therapy for the treatment of patients with positive symptoms of schizophrenia. For more information, please visit: www.newron.com

Contacts

Newron
Stefan Weber – CEO, +39 02 6103 46 26, pr@newron.com

UK/Europe
Simon Conway/ Natalie Garland-Collins, FTI Consulting, +44 (0)20 3727 1000, SCnewron@fticonsulting.com

Switzerland
Valentin Handschin, IRF Reputation, +41 43 244 81 54, handschin@irf-reputation.ch

Germany/Europe
Anne Hennecke/Caroline Bergmann, MC Services, +49 211 52925220, newron@mc-services.eu

USA
Paul Sagan, LaVoieHealthScience, +1 617 374 8800, Ext. 112, psagan@lavoiehealthscience.com

Categories
Business

AM Best assigns credit ratings to Next Insurance U.S. Company

OLDWICK, N.J. — (BUSINESS WIRE) — #insuranceAM Best has assigned a Financial Strength Rating of A- (Excellent) and a Long-Term Issuer Credit Rating of “a-” (Excellent) to Next Insurance US Company (Next US) (headquartered in Palo Alto, CA). The outlook assigned to these Credit Ratings (ratings) is stable.

The ratings reflect Next US’ balance sheet strength, which AM Best assesses as very strong, as well as its adequate operating performance, limited business profile and appropriate enterprise risk management.

 

The ratings also reflect Next US’ strongest level of projected risk-adjusted capitalization, as measured by Best’s Capital Adequacy Ratio (BCAR), and a sound business plan that is expected to take advantage of the sizable small- and medium-size business (SMB) market. The company will seek to build a geographically diversified book of business that will be sourced through direct channels, independent agents and partnerships through an affiliated agency. The company uses an online platform, developed by Next Insurance, Inc. (the parent), that leverages AI and machine learning which optimizes processes and reduces customer transaction time. AM Best believes that the company’s existing relationships and distribution channels will be fundamental in gaining the projected scale in the market.

 

The ratings also consider the execution risk inherent in start-up organizations and the potential challenges management faces to execute on the business plan. While the company’s innovative platform and existing relationships are anticipated to meet projections effectively, the scaling of operations may present challenges in gaining traction and achieving the planned profitable results. As is customary, AM Best will closely monitor Next US’ actual results relative to its plan with any deviations well within the scope of the current rating assessments.

 

Next US began writing business in 2018, with a focus on SMB offering general liability, commercial auto and professional liability insurance and has since expanded to offer commercial property coverage.

 

This press release relates to Credit Ratings that have been published on AM Best’s website. For all rating information relating to the release and pertinent disclosures, including details of the office responsible for issuing each of the individual ratings referenced in this release, please see AM Best’s Recent Rating Activity web page. For additional information regarding the use and limitations of Credit Rating opinions, please view Guide to Best’s Credit Ratings. For information on the proper use of Best’s Credit Ratings, Best’s Preliminary Credit Assessments and AM Best press releases, please view Guide to Proper Use of Best’s Ratings & Assessments.

 

AM Best is a global credit rating agency, news publisher and data analytics provider specializing in the insurance industry. Headquartered in the United States, the company does business in over 100 countries with regional offices in London, Amsterdam, Dubai, Hong Kong, Singapore and Mexico City. For more information, visit www.ambest.com.

 

Copyright © 2021 by A.M. Best Rating Services, Inc. and/or its affiliates. ALL RIGHTS RESERVED.

Contacts

Janet Hernandez
Senior Financial Analyst
+1 908 439 2200, ext. 5767
janet.hernandez@ambest.com

Christopher Sharkey
Manager, Public Relations
+1 908 439 2200, ext. 5159
christopher.sharkey@ambest.com

Richard Attanasio
Senior Director
+1 908 439 2200, ext. 5432

richard.attanasio@ambest.com

Jim Peavy

Director, Communications

+1 908 439 2200, ext. 5644
james.peavy@ambest.com

Categories
Business Local News

Dr. Reddy’s Laboratories enters into definitive agreement with Citius Pharmaceuticals, Inc. to sell its rights to anti-cancer agent E7777 (denileukin diftitox)

HYDERABAD, India & PRINCETON, N.J. — (BUSINESS WIRE) — Dr. Reddy’s Laboratories Ltd. (BSE: 500124, NSE: DRREDDY, NYSE: RDY, NSEIFSC: DRREDDY, along with its subsidiaries together referred to as “Dr. Reddy’s”), announced that it has entered into a definitive agreement with Citius Pharmaceuticals, Inc. (“Citius”) pursuant to which it sold all of its rights to E7777 (an engineered IL-2-diphtheria toxin fusion protein) and certain related assets.

Under the terms of agreement, Dr. Reddy’s will receive $40 million upfront upon the closing of the transaction, followed by approval milestone payment of up to $40 million related to the CTCL (cutaneous T-cell lymphoma) indication approval and up to $70 million for additional indication approvals. Further, Dr. Reddy’s will receive certain sales-based milestones and tiered earn-out payments.

In March 2016, Dr. Reddy’s had acquired the exclusive global rights (excluding Japan and Asia) to the investigational anti-cancer agent E7777 from Eisai Co. Ltd.

Erez Israeli, Chief Executive Officer, Dr. Reddy’s, said: “Addressing unmet patient needs in oncology remains a prime focus area for us. E7777 has significant potential as an important component of systemic therapy for CTCL and other cancers. Post acquiring from Eisai, significant progress was made on the CTCL development front. We are confident of Citius’ ability to realize the full potential of E7777 in the treatment of CTCL as well as in their ability to develop this promising drug for additional oncology and immuno-oncology indications.

About Dr. Reddy’s: Dr. Reddy’s Laboratories Ltd. (BSE: 500124, NSE: DRREDDY, NYSE: RDY, NSEIFSC: DRREDDY) is an integrated pharmaceutical company, committed to providing affordable and innovative medicines for healthier lives. Through its three businesses – Pharmaceutical Services & Active Ingredients, Global Generics and Proprietary Products – Dr. Reddy’s offers a portfolio of products and services including APIs, custom pharmaceutical services, generics, biosimilars and differentiated formulations. Our major therapeutic areas of focus are gastrointestinal, cardiovascular, diabetology, oncology, pain management and dermatology. Dr Reddy’s operates in markets across the globe. Our major markets include – USA, India, Russia & CIS countries, and Europe. For more information, log on to: www.drreddys.com

Disclaimer: This press release may include statements of future expectations and other forward-looking statements that are based on the management’s current views and assumptions and involve known or unknown risks and uncertainties that could cause actual results, performance or events to differ materially from those expressed or implied in such statements. In addition to statements which are forward-looking by reason of context, the words “may”, “will”, “should”, “expects”, “plans”, “intends”, “anticipates”, “believes”, “estimates”, “predicts”, “potential”, or “continue” and similar expressions identify forward-looking statements. Actual results, performance or events may differ materially from those in such statements due to without limitation, (i) general economic conditions such as performance of financial markets, credit defaults , currency exchange rates , interest rates , persistency levels and frequency / severity of insured loss events (ii) mortality and morbidity levels and trends, (iii) changing levels of competition and general competitive factors, (iv) changes in laws and regulations and in the policies of central banks and/or governments, (v) the impact of acquisitions or reorganization , including related integration issues, and (vi) the susceptibility of our industry and the markets addressed by our, and our customers’, products and services to economic downturns as a result of natural disasters, epidemics, pandemics or other widespread illness, including coronavirus (or COVID-19), and (vii) other risks and uncertainties identified in our public filings with the Securities and Exchange Commission, including those listed under the “Risk Factors” and “Forward-Looking Statements” sections of our Annual Report on Form 20-F for the year ended March 31, 2021. The company assumes no obligation to update any information contained herein.

Contacts

INVESTOR RELATIONS

AMIT AGARWAL
AMITA@DRREDDYS.COM

MEDIA RELATIONS
USHA IYER

USHAIYER@DRREDDYS.COM

Categories
Business

Wiley reports first quarter fiscal 2022 results

HOBOKEN, N.J. — (BUSINESS WIRE) — John Wiley & Sons, Inc. (NYSE:JWA) (NYSE:JWB), a global leader in research and education, today announced results for the first quarter ended July 31, 2021.

SUMMARY

  • GAAP Results: Revenue of $488 million (+13%), Operating Income of $41 million (+36%), and EPS of $0.24 (-17%)
  • Adjusted Results (at constant currency): Revenue of $488 million (+9%), Adjusted EBITDA of $95 million (+12%), and Adjusted EPS of $0.54 (+17%)
  • Dividend: 28th consecutive raise in annualized dividend to $1.38 per share

 

 MANAGEMENT COMMENTARY

“Wiley’s steady execution of growth strategies in open research, online education, and talent development drove another quarter of strong revenue and profit gains,” said Brian Napack, President and CEO. “Our strategies continue to be tightly aligned with accelerating long-term trends across academic and corporate markets, and we are well-positioned to drive social impact by enabling discovery, powering education and shaping workforces.”

 

FIRST QUARTER PERFORMANCE

GAAP Measures

Unaudited ($millions except for EPS)

Q1 2022

Q1 2021

Change

Revenue

$488.4

$431.3

+13%

Operating Income

$41.0

$30.0

+36%

Diluted EPS

$0.24

$0.29

(17%)

Non-GAAP Measures

Q1 2022

Q1 2021

Change

Constant Currency

Revenue

$488.4

$431.3

+9%

Adjusted EBITDA

$95.3

$81.8

+12%

Adjusted EPS

$0.54

$0.42

+17%

Excluding acquisitions and currency impact, revenue rose 7% for the quarter. Wiley recorded a favorable FX variance of $16.7 million in Revenue, $3.7 million in Adjusted EBITDA, and $0.05 in Adjusted EPS.

Revenue

  • Research Publishing & Platforms rose 14% as reported, 10% at constant currency and 5% excluding acquisitions, driven by strong growth in open research, platforms and corporate sales.
  • Academic & Professional Learning grew 10% as reported and 7% at constant currency, driven by strong growth in digital courseware and professional publishing, accompanied by further recovery in corporate training.
  • Education Services increased 16% as reported and 13% at constant currency, driven by growth in university services (formerly OPM) and talent development (formerly mthree).

Adjusted EBITDA

  • Research Publishing & Platforms rose 12% at constant currency primarily driven by revenue growth.
  • Academic & Professional Learning rose 37% at constant currency, reflecting revenue growth and continued business optimization gains.
  • Education Services declined 21% at constant currency due to higher marketing costs and investments in growth initiatives.
  • Adjusted Corporate Expenses were up 18% mainly due to higher unallocated benefit costs.

EPS

  • GAAP EPS was $0.24 as compared to $0.29 in the prior year period, primarily reflecting non-cash deferred tax expense of $21 million arising from an increase in the UK corporate income tax rate from 19% to 25% effective April 2023.
  • Adjusted EPS of $0.54 was up 17% at constant currency, driven by higher adjusted EBITDA and a lower adjusted effective tax rate.

Adjusted EPS Change

Going forward, Wiley’s Adjusted EPS metric will exclude the impact of certain non-cash items directly related to acquisitions, most notably the amortization of acquired intangible assets. The Company does not consider these non-cash items to be indicative of its ongoing operating performance. For the first quarter, under the new measurement, Adjusted EPS (excluding the impact of amortization of intangibles) was $0.85 compared to $0.67 in the prior year period. See the Adjusted EPS reconciliation table toward the end of this release for more information.

Balance Sheet, Cash Flow, and Capital Allocation

  • Net debt-to-EBITDA ratio (trailing twelve months) at quarter-end was 2.0, even with the year-ago period.
  • Net Cash Used in Operating Activities was $85 million compared to $121 million in the prior year period, with the $36 million improvement driven by higher cash earnings and favorable changes in working capital. Note, Wiley’s regular use of cash in the first half of the fiscal year is driven by the timing of cash collections for annual journal subscriptions, which are concentrated in the third and fourth fiscal quarters.
  • Free Cash Flow less Product Development Spending was a use of $108 million as compared to a use of $145 million in the prior year, an improvement of $37 million.
  • Dividends: In June, Wiley raised its dividend for the 28th consecutive year. The current quarterly dividend is equivalent to an annual dividend of $1.38 per share, an increase from $1.37 per share in Fiscal 2021.
  • Share Repurchases: The Company utilized approximately $7.4 million to repurchase approximately 130,000 shares at an average cost per share of $56.88.

FISCAL YEAR 2022 OUTLOOK

The Company is reaffirming its full year outlook and adding the newly defined Adjusted EPS metric. Going forward, Wiley will discontinue reporting on the former Adjusted EPS metric.

Metric ($millions, except EPS)

Fiscal 2021

Fiscal 2022 Outlook

Revenue

$1,942

$2,070 to $2,100

Adjusted EBITDA

$419

$415 to $435

Adjusted EPS – former

$2.92

$2.80 to $3.05

Adjusted EPS – newly defined

$4.00

$4.00 to $4.25

Free Cash Flow

$257

$200 to $220

EARNINGS CONFERENCE CALL

Scheduled for today, September 2 at 10:00 am (ET). Access webcast at investors.wiley.com. or directly at https://event.on24.com/wcc/r/3384264/798549EF00EC73C2803C99A64C083AD2. US callers, please dial (844) 418-0103 and enter the participant code 9996020#. International callers, please dial (236) 714-3019 and enter the participant code 9996020#.

ABOUT WILEY

Wiley (NYSE:JWA) (NYSE:JWB) is a global leader in research and education, unlocking human potential by enabling discovery, powering education, and shaping workforces. For over 200 years, Wiley has fueled the world’s knowledge ecosystem. Today, our high-impact content, platforms, and services help researchers, learners, institutions, and corporations achieve their goals in an ever-changing world. Visit us at Wiley.com, Like us on Facebook and Follow us on Twitter and LinkedIn.

NON-GAAP FINANCIAL MEASURES

Wiley provides non-GAAP financial measures and performance results such as “Adjusted EPS,” “EBITDA”, “Adjusted EBITDA,” “Adjusted Contribution to Profit,” “Adjusted Income before Taxes,” “Adjusted Income Tax Provision,” “Adjusted Effective Tax Rate,” “Free Cash Flow less Product Development Spending,” “organic revenue,” and results on a Constant Currency basis to assess underlying business performance and trends. Management believes non-GAAP financial measures, which exclude the impact of restructuring charges and credits and certain other items, and the impact of acquisitions provide a useful comparable basis to analyze operating results and earnings. See the reconciliations of non-GAAP financial measures and explanations of the uses of non- GAAP measures in the supplementary information. We have not provided our 2022 outlook for the most directly comparable US GAAP financial measures, as they are not available without unreasonable effort due to the high variability, complexity, and low visibility with respect to certain items, including restructuring charges and credits, gains and losses on foreign currency, and other gains and losses. These items are uncertain, depend on various factors, and could be material to our consolidated results computed in accordance with US GAAP.

FORWARD-LOOKING STATEMENTS

This release contains certain forward-looking statements concerning the Company’s operations, performance, and financial condition. Reliance should not be placed on forward-looking statements, as actual results may differ materially from those in any forward-looking statements. Any such forward-looking statements are based upon a number of assumptions and estimates that are inherently subject to uncertainties and contingencies, many of which are beyond the control of the Company and are subject to change based on many important factors. Such factors include, but are not limited to: (i) the level of investment by Wiley in new technologies and products; (ii) subscriber renewal rates for the Company’s journals; (iii) the financial stability and liquidity of journal subscription agents; (iv) the consolidation of book wholesalers and retail accounts; (v) the market position and financial stability of key retailers; (vi) the seasonal nature of the Company’s educational business and the impact of the used book market; (vii) worldwide economic and political conditions; (viii) the Company’s ability to protect its copyrights and other intellectual property worldwide (ix) the ability of the Company to successfully integrate acquired operations and realize expected opportunities; (x) the Company’s ability to realize operating savings over time and in fiscal year 2022 in connection with our multi-year Business Optimization Program; (xi) the impact of COVID-19 on our operations, performance, and financial condition; and (xii) other factors detailed from time to time in the Company’s filings with the Securities and Exchange Commission. The Company undertakes no obligation to update or revise any such forward-looking statements to reflect subsequent events or circumstances.

Category: All Corporate News

Category: Earnings Releases

JOHN WILEY & SONS, INC.
SUPPLEMENTARY INFORMATION (1)(2)
CONDENSED CONSOLIDATED STATEMENTS OF NET INCOME
(Dollars in thousands, except per share information)
(unaudited)

Three Months Ended

July 31,

2021

2020

Revenue, net

$

488,388

$

431,326

Costs and expenses:
Cost of sales

165,956

144,809

Operating and administrative expenses

260,589

237,369

Restructuring and related (credits) charges

(276

)

2,218

Amortization of intangible assets

21,151

16,891

Total costs and expenses

447,420

401,287

Operating income

40,968

30,039

As a % of revenue

8.4

%

7.0

%

Interest expense

(4,639

)

(4,614

)

Foreign exchange transaction gains (losses)

370

(82

)

Gain on sale of certain assets

3,750

Other income, net

3,553

4,391

Income before taxes

44,002

29,734

Provision for income taxes

30,172

13,400

Effective tax rate

68.6

%

45.1

%

Net income

$

13,830

$

16,334

As a % of revenue

2.8

%

3.8

%

Earnings per share
Basic

$

0.25

$

0.29

Diluted

$

0.24

$

0.29

Weighted average number of common shares outstanding
Basic

55,869

55,912

Diluted

56,599

56,193

Notes:
(1) The supplementary information included in this press release for the three months ended July 31, 2021 is preliminary and subject to change prior to the filing of our upcoming Quarterly Report on Form 10-Q with the Securities and Exchange Commission.
(2) All amounts are approximate due to rounding.
JOHN WILEY & SONS, INC.
SUPPLEMENTARY INFORMATION (1) (2)
RECONCILIATION OF US GAAP MEASURES to NON-GAAP MEASURES
(unaudited)
Reconciliation of US GAAP EPS to Non-GAAP Adjusted EPS

Three Months Ended

July 31,

2021

2020

US GAAP Earnings Per Share – Diluted

$

0.24

$

0.29

Adjustments:
Restructuring and related (credits) charges

(0.01

)

0.03

Foreign exchange gains on intercompany transactions

(0.01

)

(0.02

)

Gain on sale of certain assets (A)

(0.05

)

Income tax adjustments (B)

0.37

0.12

Non-GAAP Adjusted Earnings Per Share – Diluted

$

0.54

$

0.42

Reconciliation of US GAAP Income Before Taxes to Non-GAAP Adjusted Income Before Taxes

Three Months Ended

(amounts in thousands)

July 31,

2021

2020

US GAAP Income Before Taxes

$

44,002

$

29,734

Pretax Impact of Adjustments:
Restructuring and related (credits) charges

(276

)

2,218

Foreign exchange gains on intercompany transactions

(795

)

(1,569

)

Gain on sale of certain assets (A)

(3,750

)

Non-GAAP Adjusted Income Before Taxes

$

39,181

$

30,383

Reconciliation of US GAAP Income Tax Provision to Non-GAAP Adjusted Income Tax Provision,
including our US GAAP Effective Tax Rate and our Non-GAAP Adjusted Effective Tax Rate
US GAAP Income Tax Provision

$

30,172

$

13,400

Income Tax Impact of Adjustments (C):
Restructuring and related (credits) charges

45

743

Foreign exchange gains on intercompany transactions

(101

)

(612

)

Gain on sale of certain assets (A)

(936

)

Income Tax Adjustments:
Impact of increase in UK statutory rate on deferred tax balances (B)

(20,726

)

(6,689

)

Non-GAAP Adjusted Income Tax Provision

$

8,454

$

6,842

US GAAP Effective Tax Rate

68.6

%

45.1

%

Non-GAAP Adjusted Effective Tax Rate

21.6

%

22.5

%

Notes:
(A) The gain on sale of certain assets is due to the sale of our world languages product portfolio which was included in our Academic & Professional Learning segment and resulted in a pretax gain of approximately $3.8 million during the three months ended July 31, 2021.
(B) On June 10, 2021, the UK officially increased its corporate tax rate from 19% to 25% effective April 1, 2023. This resulted in a $20.7 million non-cash deferred tax expense from the re-measurement of the Company’s applicable UK net deferred tax liabilities during the three months ended July 31, 2021. During the first quarter of fiscal 2021, the UK officially enacted legislation that increased its statutory rate from 17% to 19%. This resulted in a $6.7 million non-cash deferred tax expense from the re-measurement of the Company’s applicable UK net deferred tax liabilities during the three months ended July 31, 2020.
(C) For the three months ended July 31, 2021, substantially all of the tax impact was from deferred taxes. For the three months ended July 31, 2020, the tax impact was $0.2 million from current taxes offset by $0.1 million from deferred taxes.
(1) See Explanation of Usage of Non-GAAP Performance Measures included in this supplementary information for additional details on the reasons why management believes presentation of each non-GAAP performance measure provides useful information to investors. The supplementary information included in this press release for the three months ended July 31, 2021 is preliminary and subject to change prior to the filing of our upcoming Quarterly Report on Form 10-Q with the Securities and Exchange Commission.
(2) All amounts are approximate due to rounding.
JOHN WILEY & SONS, INC.
SUPPLEMENTARY INFORMATION (1) (2)
RECONCILIATION OF NON-GAAP ADJUSTED EPS – FROM PREVIOUSLY REPORTED TO NEWLY DEFINED
(Dollars in thousands, except per share information)
(unaudited)

Fiscal Year 2022

Fiscal Year 2021

Fiscal Year

Q1

Q1

Q2

Q3

Q4

Fiscal Year

2020

Non-GAAP Adjusted Income Before Taxes (Previously Reported)

$

39,181

$

30,383

$

70,664

$

48,334

$

58,385

$

207,765

$

173,119

Plus: Amortization of acquired intangible assets (A)

22,284

18,149

18,381

20,163

22,728

79,421

68,269

Non-GAAP Adjusted Income Before Taxes (Newly Defined)

61,465

48,532

89,045

68,497

81,113

287,186

241,388

Less: Non-GAAP Adjusted Income Tax Provision (Newly Defined)

13,297

11,140

19,107

14,974

15,909

61,131

53,995

Non-GAAP Adjusted Net Income (Newly Defined)

$

48,168

$

37,392

$

69,938

$

53,523

$

65,204

$

226,055

$

187,393

Non-GAAP Adjusted Earnings Per Share – Diluted (Newly Defined)

$

0.85

$

0.67

$

1.25

$

0.95

$

1.15

$

4.00

$

3.30

Non-GAAP Adjusted Earnings Per Share – Diluted (Previously Reported)

$

0.54

$

0.42

$

1.00

$

0.68

$

0.84

$

2.92

$

2.40

Weighted average number of common shares outstanding (shares in 000’s)
Diluted (B)

56,599

56,193

56,165

56,332

56,616

56,461

56,729

Reconciliation of US GAAP EPS to Non-GAAP Adjusted EPS

Fiscal Year 2022

Fiscal Year 2021

Fiscal Year

Q1

Q1

Q2

Q3

Q4

Fiscal Year

2020

US GAAP Earnings (Loss) Per Share – Diluted

$

0.24

$

0.29

$

1.22

$

0.39

$

0.73

$

2.63

$

(1.32

)

Adjustments:
Restructuring and related (credits) charges

(0.01

)

0.03

0.02

0.28

0.12

0.44

0.43

Foreign exchange (gains) losses on intercompany transactions

(0.01

)

(0.02

)

0.01

0.01

(0.01

)

(0.02

)

0.02

Gain on sale of certain assets

(0.05

)

Impairment of goodwill

1.94

Impairment of Blackwell trade name

1.31

Impairment of developed technology intangible

0.04

Income tax adjustments

0.37

0.12

(0.25

)

(0.13

)

(0.03

)

EPS impact of using weighted-average dilutive shares for adjusted EPS calculation (B)

0.01

Non-GAAP Adjusted Earnings Per Share – Diluted (Previously Reported)

$

0.54

$

0.42

$

1.00

$

0.68

$

0.84

$

2.92

$

2.40

Amortization of acquired intangible assets

0.31

0.25

0.25

0.27

0.31

1.08

0.90

Non-GAAP Adjusted Earnings Per Share – Diluted (Newly Defined)

$

0.85

$

0.67

$

1.25

$

0.95

$

1.15

$

4.00

$

3.30

Reconciliation of US GAAP Income (Loss) Before Taxes to Non-GAAP Adjusted Income Before Taxes
US GAAP Income (Loss) Before Taxes

$

44,002

$

29,734

$

68,513

$

27,392

$

50,273

$

175,912

$

(63,092

)

Pretax Impact of Adjustments:
Restructuring and related (credits) charges

(276

)

2,218

1,920

20,675

8,497

33,310

32,607

Foreign exchange (gains) losses on intercompany transactions

(795

)

(1,569

)

231

267

(385

)

(1,457

)

1,256

Gain on sale of certain assets

(3,750

)

Impairment of goodwill

110,000

Impairment of Blackwell trade name

89,507

Impairment of developed technology intangible

2,841

Non-GAAP Adjusted Income Before Taxes (Previously Reported)

$

39,181

$

30,383

$

70,664

$

48,334

$

58,385

$

207,765

$

173,119

Amortization of acquired intangible assets (A)

22,284

18,149

18,381

20,163

22,728

79,421

68,269

Non-GAAP Adjusted Income Before Taxes (Newly Defined)

$

61,465

$

48,532

$

89,045

$

68,497

$

81,113

$

287,186

$

241,388

Reconciliation of US GAAP Income Tax Provision to Non-GAAP Adjusted Income Tax Provision, including our US GAAP Effective Tax Rate and our Non-GAAP Adjusted Effective Tax Rate
US GAAP Income Tax Provision

$

30,172

$

13,400

$

81

$

5,231

$

8,944

$

27,656

$

11,195

Income Tax Impact of Adjustments: (C)
Restructuring and related (credits) charges

45

743

654

4,965

1,702

8,065

7,949

Foreign exchange (gains) losses on intercompany transactions

(101

)

(612

)

122

87

40

(363

)

242

Gain on sale of certain assets

(936

)

Impairment of goodwill

Impairment of Blackwell trade name

15,216

Impairment of developed technology intangible

686

Income Tax Adjustments:
Impact of increase in UK statutory rate on deferred tax balances (D)

(20,726

)

(6,689

)

(83

)

3,261

(3,511

)

Impact of US CARES Act (E)

13,998

13,998

Impact of change in certain US state tax rates in 2021 and tax rates in France in 2020 (D)

(3,225

)

(3,225

)

1,887

Non-GAAP Adjusted Income Tax Provision (Previously Reported)

$

8,454

$

6,842

$

14,772

$

10,283

$

10,722

$

42,620

$

37,175

Amortization of acquired intangible assets (C)

4,843

4,298

4,335

4,691

5,187

18,511

16,820

Non-GAAP Adjusted Income Tax Provision (Newly Defined)

$

13,297

$

11,140

$

19,107

$

14,974

$

15,909

$

61,131

$

53,995

Non-GAAP Adjusted Net Income (Previously Reported)

$

30,727

$

23,541

$

55,892

$

38,051

$

47,663

$

165,145

$

135,944

Non-GAAP Adjusted Net Income (Newly Defined)

$

48,168

$

37,392

$

69,938

$

53,523

$

65,204

$

226,055

$

187,393

US GAAP Effective Tax Rate

68.6

%

45.1

%

0.1

%

19.1

%

17.8

%

15.7

%

-17.7

%

Non-GAAP Adjusted Effective Tax Rate (Previously Reported)

21.6

%

22.5

%

20.9

%

21.3

%

18.4

%

20.5

%

21.5

%

Non-GAAP Adjusted Effective Tax Rate (Newly Defined)

21.6

%

23.0

%

21.5

%

21.9

%

19.6

%

21.3

%

22.4

%

Notes:
(A) Reflects the amortization of intangible assets established on the opening balance sheet for an acquired business. This includes the amortization of intangible assets such as developed technology, customer relationships, tradenames, etc., which is reflected in the “Amortization of intangible assets” line in the Condensed Consolidated Statements of Net Income. It also includes the amortization of acquired product development assets, which is reflected in “Cost of sales” in the Condensed Consolidated Statements of Net Income.
(B) For Fiscal Year 2020, represents the impact of using diluted weighted-average number of common shares outstanding (56.7 million shares for the year ended April 30, 2020) included in the Non-US GAAP Adjusted EPS calculation in order to apply the dilutive impact on adjusted net income due to the effect of unvested restricted stock units and other stock awards. This impact occurs when a US GAAP net loss is reported and the effect of using dilutive shares is antidilutive.
(C) These adjustments substantially impacted deferred taxes.
(D) These adjustments impacted deferred taxes.
(E) The tax impact was $8.4 million from current taxes and $5.6 million from deferred taxes in the three months ended October 31, 2020 and the year ended April 30, 2021.
(1) See Explanation of Usage of Non-GAAP Performance Measures included in this supplementary information for additional details on the reasons why management believes presentation of each non-GAAP performance measure provides useful information to investors. The supplementary information included in this press release for the three months ended July 31, 2021 is preliminary and subject to change prior to the filing of our upcoming Quarterly Report on Form 10-Q with the Securities and Exchange Commission.
(2) All amounts are approximate due to rounding.
JOHN WILEY & SONS, INC.
SUPPLEMENTARY INFORMATION (1)
RECONCILIATION OF US GAAP NET INCOME TO NON-GAAP EBITDA AND ADJUSTED EBITDA
(unaudited)

Three Months Ended

July 31,

2021

2020

Net Income

$

13,830

$

16,334

Interest expense

4,639

4,614

Provision for income taxes

30,172

13,400

Depreciation and amortization

54,566

49,507

Non-GAAP EBITDA

103,207

83,855

Restructuring and related (credits) charges

(276

)

2,218

Foreign exchange transaction (gains) losses

(370

)

82

Gain on sale of certain assets

(3,750

)

Other income, net

(3,553

)

(4,391

)

Non-GAAP Adjusted EBITDA

$

95,258

$

81,764

Adjusted EBITDA Margin

19.5

%

19.0

%

Notes:
(1) See Explanation of Usage of Non-GAAP Performance Measures included in this supplementary information for additional details on the reasons why management believes presentation of each non-GAAP performance measure provides useful information to investors. The supplementary information included in this press release for the three months ended July 31, 2021 is preliminary and subject to change prior to the filing of our upcoming Quarterly Report on Form 10-Q with the Securities and Exchange Commission.
JOHN WILEY & SONS, INC.
SUPPLEMENTARY INFORMATION (1)
SEGMENT RESULTS
(in thousands)
(unaudited)

% Change

Three Months Ended July 31,

Favorable (Unfavorable)

2021

2020

Reported

Constant

Currency

Research Publishing & Platforms:
Revenue, net
Research Publishing

$

263,358

$

230,464

14

%

10

%

Research Platforms

11,398

10,346

10

%

10

%

Total Revenue, net

$

274,756

$

240,810

14

%

10

%

Contribution to Profit

$

78,808

$

69,818

13

%

10

%

Adjustments:
Restructuring charges (credits)

216

(197

)

# #
Non-GAAP Adjusted Contribution to Profit

$

79,024

$

69,621

14

%

10

%

Depreciation and amortization

23,762

19,701

-21

%

-18

%

Non-GAAP Adjusted EBITDA

$

102,786

$

89,322

15

%

12

%

Adjusted EBITDA margin

37.4

%

37.1

%

Academic & Professional Learning:
Revenue, net
Education Publishing (2)

$

66,380

$

63,603

4

%

1

%

Professional Learning

72,884

62,829

16

%

13

%

Total Revenue, net

$

139,264

$

126,432

10

%

7

%

Contribution to Profit

$

8,152

$

(278

)

# #
Adjustments:
Restructuring charges

171

33

# #
Non-GAAP Adjusted Contribution to Profit

$

8,323

$

(245

)

# #
Depreciation and amortization

18,364

18,804

2

%

5

%

Non-GAAP Adjusted EBITDA

$

26,687

$

18,559

44

%

37

%

Adjusted EBITDA margin

19.2

%

14.7

%

Education Services:
Revenue, net
University Services (3)

$

54,394

$

50,262

8

%

8

%

Talent Development Services (2) (4)

19,974

13,822

45

%

34

%

Total Revenue, net

$

74,368

$

64,084

16

%

13

%

Contribution to Profit

$

(1,827

)

$

456

# #
Adjustments:
Restructuring (credits) charges

(34

)

139

# #
Non-GAAP Adjusted Contribution to Profit

$

(1,861

)

$

595

# #
Depreciation and amortization

8,303

7,279

-14

%

-13

%

Non-GAAP Adjusted EBITDA

$

6,442

$

7,874

-18

%

-21

%

Adjusted EBITDA margin

8.7

%

12.3

%

Corporate Expenses:

$

(44,165

)

$

(39,957

)

-11

%

-9

%

Adjustments:
Restructuring (credits) charges

(629

)

2,243

# #
Non-GAAP Adjusted Contribution to Profit

$

(44,794

)

$

(37,714

)

-19

%

-17

%

Depreciation and amortization

4,137

3,723

-11

%

-11

%

Non-GAAP Adjusted EBITDA

$

(40,657

)

$

(33,991

)

-20

%

-18

%

Consolidated Results:
Revenue, net

$

488,388

$

431,326

13

%

9

%

Operating Income

$

40,968

$

30,039

36

%

28

%

Adjustments:
Restructuring (credits) charges

(276

)

2,218

# #
Non-GAAP Adjusted Contribution to Profit

$

40,692

$

32,257

26

%

18

%

Depreciation and amortization

54,566

49,507

-10

%

-12

%

Non-GAAP Adjusted EBITDA

$

95,258

$

81,764

17

%

12

%

Adjusted EBITDA margin

19.5

%

19.0

%

Contacts

Investors:
Brian Campbell

201.748.6874

brian.campbell@wiley.com

Media:
Katie Roberts

602.373.7233

karoberts@wiley.com

Read full story here

Categories
Business

Best’s Review examines life insurance sales and distribution

OLDWICK, N.J. — (BUSINESS WIRE) — The September issue of Best’s Review focuses on life insurance agent recruitment and online life insurance distribution.

Full access to the complete content of Best’s Review is available at www.bestreview.com.

AM Best is a global credit rating agency, news publisher and data analytics provider specializing in the insurance industry. Headquartered in the United States, the company does business in over 100 countries with regional offices in London, Amsterdam, Dubai, Hong Kong, Singapore and Mexico City. For more information, visit www.ambest.com.

Copyright © 2021 by A.M. Best Company, Inc. and/or its affiliates. ALL RIGHTS RESERVED.

Contacts

Patricia Vowinkel
Executive Editor, Best’s Review®
+1 908 439 2200, ext. 5540
patricia.vowinkel@ambest.com

Categories
Business Education

Barnes & Noble Education reports first quarter fiscal year 2022 financial results

Consolidated First Quarter GAAP Sales Increase 18% to $240.8 Million

Retail Segment Gross Comparable Store Sales Increase 50%

First Day® Complete Adopted by 65 Campus Stores for the Fall 2021 Term, Representing Undergraduate Student Enrollment of Over 300,000, up from 43,000 in the Prior Year

 

BASKING RIDGE, N.J. — (BUSINESS WIRE) — Barnes & Noble Education, Inc. (NYSE: BNED), a leading solutions provider for the education industry, today reported sales and earnings for the first quarter of fiscal year 2022, which ended on July 31, 2021.

Barnes & Noble Education is a highly seasonal business, and the first quarter is historically a period of low sales activity for the Company. The Company’s fiscal 2022 first quarter results benefitted from the reopening of a majority of its campus stores, as compared to the year ago period when a majority of stores were closed in response to the onset of the COVID pandemic.

 

Financial highlights for the first quarter 2022:

  • Consolidated first quarter GAAP sales of $240.8 million increased 18.0%, as compared to the prior year period.
  • Consolidated first quarter GAAP net loss of $(44.3) million, compared to a GAAP net loss of $(46.7) million in the prior year period.
  • Consolidated first quarter non-GAAP Adjusted Earnings of $(40.0) million, compared to non-GAAP Adjusted Earnings of $(41.7) million in the prior year period.
  • Consolidated first quarter non-GAAP Adjusted EBITDA of $(24.5) million, compared to non-GAAP Adjusted EBITDA of $(38.0) million in the prior year period.
  • Retail segment gross comparable store sales increased 49.8%. For comparable store sales reporting purposes, logo and emblematic general merchandise sales fulfilled by FLC and Fanatics are included on a gross basis. Please see more detailed definition in the First Quarter Results table and Retail segment discussion below.

 

Operational highlights for the first quarter 2022:

  • Reached agreements for 65 campus stores to support the BNC First Day® Complete courseware delivery program in Fall Term 2021, representing over 300,000 in total undergraduate enrollment; up from 12 campus stores and 43,000 in total undergraduate enrollment in Fall Term 2020.
  • BNC First Day® course materials delivery model year-over-year revenue increased 198%.
  • Grew DSS revenue 41% to $8.3 million representing the highest dollar revenue growth recorded for the DSS segment since its formation.
  • Generated over 66,000 in new Bartleby gross subscribers, representing more than 100% growth over the same period last year.
  • Entered into a ten-year partnership with the University of Notre Dame under which Barnes & Noble College will manage all course materials, retail, and online operations for the University’s campus retail stores beginning next year.

 

“Our people, together with our campus partners, are excited to welcome students back to campus for the 2021-2022 academic year, while recognizing the need to continue our joint focus on the health and safety of all we serve,” said Michael P. Huseby, Chief Executive Officer and Chairman, BNED. “We are excited to provide many more students our enhanced offerings, including advanced course material delivery solutions across student choice and inclusive access models designed to support improved student outcomes through access, convenience and affordability, coupled with a significantly improved general merchandise offering for all the schools we serve resulting from our strategic partnership with Fanatics and Lids. This partnership combines the power of BNED’s academic solutions and our established retail expertise with Fanatics’ and Lids’ new and innovative in-store and e-commerce retail solutions, which led to our new long-term partnership with the University of Notre Dame to manage their retail stores and online operations effective after this academic year. We expect our innovative academic solutions offerings, unparalleled merchandise assortment and our new best-in-class omnichannel customer experience, to provide an unparalleled customer value proposition for the institutions we serve and to accelerate market share growth.”

 

First Quarter Results for 2022

Results for the 13 weeks of fiscal 2022 and fiscal 2021 are as follows:

$ in millions

Selected Data (unaudited)

13 Weeks

Q1 2022

13 Weeks

Q1 2021

Total Sales

$

240.8

$

204.0

Net Loss

$

(44.3

)

$

(46.7

)

Non-GAAP(1)

Adjusted EBITDA

$

(24.5

)

$

(38.0

)

Adjusted Earnings

$

(40.0

)

$

(41.7

)

Retail Gross Comparable Store Sales Variances (2)

$

73.6

$

(106.6

)

(1) These non-GAAP financial measures have been reconciled in the attached schedules to the most directly comparable GAAP measure as required under SEC rules regarding the use of non-GAAP financial measures.

(2) Retail Gross Comparable Store Sales includes sales from physical and virtual stores that have been open for an entire fiscal year period and does not include sales from closed stores for all periods presented. As per our merchandising agreement with Fanatics Lids College, Inc. (“FLC”) and e-commerce agreement with Fanatics, in-store and online logo and emblematic general merchandise sales fulfilled by FLC and Fanatics, respectively, are recognized on a net commission revenue basis, as compared to the recognition of logo and emblematic sales on a gross basis in the prior year period. For Retail Gross Comparable Store Sales (non-GAAP) purposes, sales for logo and emblematic general merchandise fulfilled by FLC, Fanatics and digital agency sales are included on a gross basis.

 

The Company has three reportable segments: Retail, Wholesale and Digital Student Solutions (“DSS”). Unallocated shared-service costs, which include various corporate level expenses and other governance functions, continue to be presented as Corporate Services. All material intercompany accounts and transactions have been eliminated in consolidation.

 

Retail Segment Results

 

Retail sales increased by $51.7 million, or 32.6%, as compared to the prior year period. Retail Gross Comparable Store Sales (non-GAAP) increased 49.8% for the quarter, with comparable textbook sales increasing 21.9%, as compared to a 10.1% decline a year ago. BNC’s First Day offering, which offers digital textbooks and interactive courseware, continued to exhibit strong growth, with sales almost tripling to $27.0 million during the quarter, as compared to $9.0 million in the prior year period. Retail Gross Comparable Store Sales for general merchandise increased 118.4%, as compared to a 68.3% decline a year ago. Sales benefitted from the return of many students to campus and the reopening of most of our campus stores, the majority of which were closed in the year ago period due to COVID.

 

As per our merchandising agreement with Fanatics Lids College, Inc. (“FLC”) and e-commerce agreement with Fanatics, on a consolidated GAAP sales basis, in-store and online logo and emblematic general merchandise sales fulfilled by FLC and Fanatics, respectively, are recognized on a net commission revenue basis, as compared to the recognition of logo and emblematic sales on a gross basis in the prior year period. For comparable sales purposes, sales for logo and emblematic general merchandise fulfilled by FLC and Fanatics are included on a gross basis.

 

Retail non-GAAP Adjusted EBITDA for the quarter improved by $21.0 million to $(19.6) million, as compared to non-GAAP Adjusted EBITDA of $(40.6) million in the prior year period. Non-GAAP Adjusted EBITDA benefited from improved sales and higher gross margin on the favorable sales mix, partially offset by higher selling and administrative expenses, which increased as a result of the store reopenings.

 

Wholesale Segment Results

Wholesale first quarter sales of $44.5 million decreased $35.8 million, or 44.6%, as compared to the prior year period. The sales decline was primarily due to the comparison to the year ago period when the Company shifted more than 300 of its stores to the Custom Store Solutions model to fill remote learning platform student orders through the wholesale warehouse while campus bookstores in the Retail segment were closed, whereas the sales shifted back to the Company’s campus stores in the current period. Additionally, there was a decline in overall wholesale textbook customer demand.

 

Wholesale non-GAAP Adjusted EBITDA for the quarter declined to $6.4 million, as compared to non-GAAP Adjusted EBITDA of $13.0 million in the prior year, declining on the lower sales.

 

DSS Segment Results

 

DSS first quarter sales of $8.3 million increased $2.4 million, or 41.4%, as compared to the prior year period.

 

DSS non-GAAP Adjusted EBITDA was $1.7 million for the quarter, essentially in line with the prior year period, as the increased sales were offset by higher investments.

 

Other

Selling and administrative expenses for Corporate Services, which includes unallocated shared-service costs, such as various corporate level expenses and other governance functions, were $7.4 million for the quarter, compared to $5.2 million in the prior period, primarily due to higher compensation-related expense and higher operating expenses.

 

Intercompany gross margin eliminations of $5.5 million for the quarter were reflected in non-GAAP Adjusted EBITDA, compared to eliminations of $6.8 million impacting non-GAAP Adjusted EBITDA in the prior year period.

 

Outlook

While it is difficult to predict the ongoing effects of the COVID virus, including the Delta variant impact, with any certainty, based on its current views, the Company expects to generate positive non-GAAP Adjusted EBITDA in fiscal year 2022, as most schools return to a traditional on-campus environment for learning, events and sporting activities. The Company expects non-GAAP adjusted EBITDA to approach annual pre-COVID levels in fiscal year 2023, based on an expectation that campuses will be able to resume on campus learning, events and sporting activities with substantially less-restrictive COVID-related policies and operating protocols next year.

 

Conference Call

A conference call with Barnes & Noble Education, Inc. senior management will be webcast at 8:30 a.m. Eastern Time on Thursday, September 2, 2021 and can be accessed at the Barnes & Noble Education corporate website at investor.bned.com or www.bned.com.

 

Barnes & Noble Education expects to report fiscal 2022 second quarter results in early December 2021.

 

ABOUT BARNES & NOBLE EDUCATION, INC.

Barnes & Noble Education, Inc. (NYSE: BNED) is a leading solutions provider for the education industry, driving affordability, access and achievement at hundreds of academic institutions nationwide and ensuring millions of students are equipped for success in the classroom and beyond. Through its family of brands, BNED offers campus retail services and academic solutions, a digital direct-to-student learning ecosystem, wholesale capabilities and more. BNED is a company serving all who work to elevate their lives through education, supporting students, faculty and institutions as they make tomorrow a better, more inclusive and smarter world. For more information, visit www.bned.com.

 

Forward-Looking Statements

This press release contains certain “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 and information relating to us and our business that are based on the beliefs of our management as well as assumptions made by and information currently available to our management. When used in this communication, the words “anticipate,” “believe,” “estimate,” “expect,” “intend,” “plan,” “will,” “forecasts,” “projections,” and similar expressions, as they relate to us or our management, identify forward-looking statements. Moreover, we operate in a very competitive and rapidly changing environment. New risks emerge from time to time. It is not possible for our management to predict all risks, nor can we assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements we may make, including any statements made in regards to our response to the COVID-19 pandemic. In light of these risks, uncertainties and assumptions, the future events and trends discussed in this press release may not occur and actual results could differ materially and adversely from those anticipated or implied in the forward-looking statements. Such statements reflect our current views with respect to future events, the outcome of which is subject to certain risks, including, among others: risks associated with COVID-19 and the governmental responses to it, including its impacts across our businesses on demand and operations, as well as on the operations of our suppliers and other business partners, and the effectiveness of our actions taken in response to these risks; general competitive conditions, including actions our competitors and content providers may take to grow their businesses; a decline in college enrollment or decreased funding available for students; decisions by colleges and universities to outsource their physical and/or online bookstore operations or change the operation of their bookstores; implementation of our digital strategy may not result in the expected growth in our digital sales and/or profitability; risk that digital sales growth does not exceed the rate of investment spend; the performance of our online, digital and other initiatives, integration of and deployment of, additional products and services including new digital channels, and enhancements to higher education digital products, and the inability to achieve the expected cost savings; the risk of price reduction or change in format of course materials by publishers, which could negatively impact revenues and margin; the general economic environment and consumer spending patterns; decreased consumer demand for our products, low growth or declining sales; the strategic objectives, successful integration, anticipated synergies, and/or other expected potential benefits of various acquisitions may not be fully realized or may take longer than expected; the integration of the operations of various acquisitions into our own may also increase the risk of our internal controls being found ineffective; changes to purchase or rental terms, payment terms, return policies, the discount or margin on products or other terms with our suppliers; our ability to successfully implement our strategic initiatives including our ability to identify, compete for and execute upon additional acquisitions and strategic investments; risks associated with operation or performance of MBS Textbook Exchange, LLC’s point-of-sales systems that are sold to college bookstore customers; technological changes; risks associated with counterfeit and piracy of digital and print materials; our international operations could result in additional risks; our ability to attract and retain employees; risks associated with data privacy, information security and intellectual property; trends and challenges to our business and in the locations in which we have stores; non-renewal of managed bookstore, physical and/or online store contracts and higher-than-anticipated store closings; disruptions to our information technology systems, infrastructure and data due to computer malware, viruses, hacking and phishing attacks, resulting in harm to our business and results of operations; disruption of or interference with third party web service providers and our own proprietary technology; work stoppages or increases in labor costs; possible increases in shipping rates or interruptions in shipping service; product shortages, including decreases in the used textbook inventory supply associated with the implementation of publishers’ digital offerings and direct to student textbook consignment rental programs, as well as the risks associated with the impacts that public health crises may have on the ability of our suppliers to manufacture or source products, particularly from outside of the United States; changes in domestic and international laws or regulations, including U.S. tax reform, changes in tax rates, laws and regulations, as well as related guidance; enactment of laws or changes in enforcement practices which may restrict or prohibit our use of texts, emails, interest based online advertising, recurring billing or similar marketing and sales activities; the amount of our indebtedness and ability to comply with covenants applicable to any future debt financing; our ability to satisfy future capital and liquidity requirements; our ability to access the credit and capital markets at the times and in the amounts needed and on acceptable terms; adverse results from litigation, governmental investigations, tax-related proceedings, or audits; changes in accounting standards; and the other risks and uncertainties detailed in the section titled “Risk Factors” in Part I – Item 1A in our Annual Report on Form 10-K for the year ended May 1, 2021. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results or outcomes may vary materially from those described as anticipated, believed, estimated, expected, intended or planned. Subsequent written and oral forward-looking statements attributable to us or persons acting on our behalf are expressly qualified in their entirety by the cautionary statements in this paragraph. We undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise after the date of this press release.

 

EXPLANATORY NOTE

We have three reportable segments: Retail, Wholesale and DSS as follows:

  • The Retail Segment operates 1,429 college, university, and K-12 school bookstores, comprised of 784 physical bookstores and 645 virtual bookstores. Our bookstores typically operate under agreements with the college, university, or K-12 schools to be the official bookstore and the exclusive seller of course materials and supplies, including physical and digital products. The majority of the physical campus bookstores have school-branded e-commerce sites which we operate and which offer students access to affordable course materials and affinity products, including emblematic apparel and gifts. The Retail Segment also offers inclusive access programs, in which course materials, including e-content, are offered at a reduced price through a course materials fee, and delivered to students on or before the first day of class. Additionally, the Retail Segment offers a suite of digital content and services to colleges and universities, including a variety of open educational resource-based courseware.
  • The Wholesale Segment is comprised of our wholesale textbook business and is one of the largest textbook wholesalers in the country. The Wholesale Segment centrally sources, sells, and distributes new and used textbooks to approximately 3,200 physical bookstores (including our Retail Segment’s 784 physical bookstores) and sources and distributes new and used textbooks to our 645 virtual bookstores. Additionally, the Wholesale Segment sells hardware and a software suite of applications that provides inventory management and point-of-sale solutions to approximately 400 college bookstores.
  • The Digital Student Solutions (“DSS”) Segment includes direct-to-student products and services to assist students to study more effectively and improve academic performance. The DSS Segment is comprised of the operations of Student Brands, LLC, a leading direct-to-student subscription-based writing services business, and bartleby®, a direct-to-student subscription-based offering providing textbook solutions, expert questions and answers, writing and tutoring.

Corporate Services represents unallocated shared-service costs which include corporate level expenses and other governance functions, including executive functions, such as accounting, legal, treasury, information technology, and human resources.

All material intercompany accounts and transactions have been eliminated in consolidation.

BARNES & NOBLE EDUCATION, INC. AND SUBSIDIARIES

Condensed Consolidated Statements of Operations

(In thousands, except per share data)

(Unaudited)

13 weeks ended

July 31,

2021

August 1,

2020

Sales:

Product sales and other

$

227,770

$

193,210

Rental income

13,024

10,804

Total sales

240,794

204,014

Cost of sales:

Product and other cost of sales (a)

174,161

165,765

Rental cost of sales

6,604

7,387

Total cost of sales

180,765

173,152

Gross profit

60,029

30,862

Selling and administrative expenses

86,235

70,043

Depreciation and amortization expense

12,624

14,063

Restructuring and other charges (a)

2,623

5,671

Operating loss

(41,453

)

(58,915

)

Interest expense, net

2,494

2,653

Loss before income taxes

(43,947

)

(61,568

)

Income tax expense (benefit)

399

(14,916

)

Net loss

$

(44,346

)

$

(46,652

)

Loss per common share:

Basic

$

(0.86

)

$

(0.96

)

Diluted

$

(0.86

)

$

(0.96

)

Weighted average common shares outstanding:

Basic

51,474

48,411

Diluted

51,474

48,411

(a) For additional information, see the Notes in the Non-GAAP disclosure information of this Press Release.

13 weeks ended

July 31,

2021

August 1,

2020

Percentage of sales:

Sales:

Product sales and other

94.6

%

94.7

%

Rental income

5.4

%

5.3

%

Total sales

100.0

%

100.0

%

Cost of sales:

Product and other cost of sales (a)

76.5

%

85.8

%

Rental cost of sales (a)

50.7

%

68.4

%

Total cost of sales

75.1

%

84.9

%

Gross profit

24.9

%

15.1

%

Selling and administrative expenses

35.8

%

34.3

%

Depreciation and amortization expense

5.2

%

6.9

%

Restructuring and other charges

1.1

%

2.8

%

Operating loss

(17.2)

%

(28.9)

%

Interest expense, net

1.0

%

1.3

%

Loss before income taxes

(18.2)

%

(30.2)

%

Income tax expense (benefit)

0.2

%

(7.3)

%

Net loss

(18.4)

%

(22.9)

%

(a) Represents the percentage these costs bear to the related sales, instead of total sales.

BARNES & NOBLE EDUCATION, INC. AND SUBSIDIARIES

Condensed Consolidated Balance Sheets

(In thousands, except per share data)

(Unaudited)

July 31,

2021

August 1,

2020

ASSETS

Current assets:

Cash and cash equivalents

$

7,649

$

7,471

Receivables, net

118,254

107,522

Merchandise inventories, net

472,461

575,246

Textbook rental inventories

6,657

16,482

Prepaid expenses and other current assets

64,724

22,415

Total current assets

669,745

729,136

Property and equipment, net

91,080

94,102

Operating lease right-of-use assets

289,102

320,287

Intangible assets, net

146,035

170,466

Goodwill

4,700

4,700

Deferred tax assets, net

23,248

8,459

Other noncurrent assets

27,405

33,646

Total assets

$

1,251,315

$

1,360,796

LIABILITIES AND STOCKHOLDERS’ EQUITY

Current liabilities:

Accounts payable

$

331,055

$

291,496

Accrued liabilities

92,061

75,084

Current operating lease liabilities

135,937

131,525

Short-term borrowings

50,000

Total current liabilities

609,053

498,105

Long-term operating lease liabilities

179,540

209,867

Other long-term liabilities

52,427

45,986

Long-term borrowings

153,700

234,560

Total liabilities

994,720

988,518

Commitments and contingencies

Stockholders’ equity:

Preferred stock, $0.01 par value; authorized, 5,000 shares; issued and outstanding, none

Common stock, $0.01 par value; authorized, 200,000 shares; issued, 53,665 and 52,654 shares, respectively; outstanding, 51,587 and 48,633 shares, respectively

536

526

Additional paid-in-capital

735,376

734,474

Accumulated deficit

(458,960

)

(329,479

)

Treasury stock, at cost

(20,357

)

(33,243

)

Total stockholders’ equity

256,595

372,278

Total liabilities and stockholders’ equity

$

1,251,315

$

1,360,796

Contacts

Media Contact:
Carolyn J. Brown

Senior Vice President

Corporate Communications & Public Affairs

908-991-2967

cbrown@bned.com

Investor Contact:
Andy Milevoj

Vice President

Corporate Finance and Investor Relations

908-991-2776

amilevoj@bned.com

Read full story here

Categories
Business

Valley Bank’s ‘Journey Checking’ receives National Certification by Banking Advocates as safe, affordable account

The Cities for Financial Empowerment Fund’s Bank On National Account Standards Certification of Valley Journey Checking indicates that it meets over 25 features for safe and affordable consumer transaction accounts.

 

WAYNE, N.J. — (BUSINESS WIRE) — Valley Bank announced today that its Journey Checking account was officially certified by the national Cities for Financial Empowerment Fund (CFE Fund) as meeting the Bank On National Account Standards (2021 – 2022). The National Safe Account Standards, co-created by consumer advocates, leading national nonprofit organizations, civic leaders and other financial institutions, designate both core and strongly recommended features that ensure low cost, high functionality and consumer safety.

Key features of Valley Journey Checking include a low or no monthly fee, no overdraft or nonsufficient fund fees, the ability to pay bills and make purchases and federal deposit insurance. Valley Journey Checking is available in every one of Valley’s branches across New Jersey, New York, Florida and Alabama.

 

“The Cities for Financial Empowerment Fund is delighted to award its national Bank On account certification to the Valley Journey Checking account,” said Jonathan Mintz, President and Chief Executive Officer of the Cities for Financial Empowerment Fund. “Valley Journey Checking offers New Jersey, New York, Florida and Alabama residents who are looking to improve their finances a safe, affordable and truly useful mainstream banking product. Valley Bank’s offering of this terrific account brings them into the forefront of national banking access efforts, and we thank them.”

 

The goal of Bank On is to ensure that everyone has access to safe and affordable financial products and services. The Bank On National Account Standards identify critical product features for appropriate bank or credit union accounts, making it easier for local coalitions across the country to connect consumers to accounts that meet their needs.

 

“Valley Bank is honored to be part of a coalition that provides safe, low-cost accounts for the underbanked and unbanked,” said Bernadette Mueller, Executive Vice President and Chief CSR-CRA Officer. “It’s one step closer to ensuring all consumers have access to secure banking services.”

 

To learn more about Valley’s Journey Checking Account, click here.

 

Member FDIC. Equal Opportunity Lender.

 

About Valley

As the principal subsidiary of Valley National Bancorp, Valley National Bank is a regional bank with approximately $41 billion in assets. Valley is committed to giving people and businesses the power to succeed. Valley operates many convenient branch locations across New Jersey, New York, Florida and Alabama, and is committed to providing the most convenient service, the latest innovations and an experienced and knowledgeable team dedicated to meeting customer needs. Helping communities grow and prosper is the heart of Valley’s corporate citizenship philosophy. To learn more about Valley, go to www.valley.com or call our Customer Care Center at 800-522-4100.

 

About the Cities for Financial Empowerment Fund (CFE Fund)

The CFE Fund supports municipal efforts to improve the financial stability of households by leveraging opportunities unique to local government. By translating cutting edge experience with large scale programs, research, and policy in cities of all sizes, the CFE Fund assists mayors and other local leaders to identify, develop, fund, implement, and research pilots and programs that help families build assets and make the most of their financial resources. The CFE Fund is currently working in over 100 cities and counties, and has disbursed over $43 million to local governments and their partners to support these efforts. For more information, please visit www.cfefund.org or follow us on Twitter at @CFEFund.

 

About Bank On

Bank On coalitions are locally-led partnerships between local public officials; city, state, and federal government agencies; financial institutions; and community organizations that work together to help improve the financial stability of unbanked and underbanked individuals and families in their communities. The Bank On national initiative builds on a grassroots movement of over 80 coalitions in cities across the country, offering national account standards, capacity grant support, pilot funding, and a learning community. In addition to connecting unbanked individuals to accounts, Bank On programs raise public awareness, target outreach to the unbanked, and expand access to financial education. Visit www.cfefund.org/bankon for more information, or follow the conversation on Twitter @CFEFund #BankOn.

Contacts

Pam Golden pam@glapr.com, 973-564-8591

Categories
Business Technology

AeroFarms wins Produce Business’ 33rd Annual Marketing Excellence Awards

AeroFarms elevated rebrand and packaging redesign breaks through at Retail

 

NEWARK, N.J. — (BUSINESS WIRE) — AeroFarms®, a certified B Corporation and leader in indoor vertical farming, today announced that it is a winner of PRODUCE BUSINESS’s 33rd Annual Marketing Excellence Awards. PRODUCE BUSINESS has been leading produce industry coverage for over three decades, and their annual 2021 Marketing Excellence Awards recognize the outstanding, results-driven work by different companies throughout the industry.


The new branding for AeroFarms and the rebranding of its Dream Greens® retail brand to AeroFarms®, successfully united its mission and activities under one fresh, powerful identify that celebrates its leadership for indoor vertical farming and a brighter future for all. AeroFarms grows using proprietary aeroponics and indoor vertical farming technologies, which yield annual productivity up to 390 times greater than traditional field farming, while using up to 95% less water and zero pesticides.

 

“As part of the mission of PRODUCE BUSINESS to ‘initiate industry improvement’ by highlighting excellence in ways to market produce to consumers, we recognize AeroFarms and its latest rebrand and packaging redesign,” commented Ken Whitacre, Executive Vice President and Group Publish and Editorial Director for Phoenix Media. “The concept of ‘Elevating’ the senses through its attractive new look goes a long way to helping retailers capture consumers’ attention to the company’s great products.”

 

“We know that our customers want to have an emotional and values-based connection to their food and understand where their food comes from, how it’s grown and what it stands for,” said David Rosenberg, Co-Founder and Chief Executive Officer. “We are honored that PRODUCE BUSINESS recognized our breakthrough branding work to be a winner of their 33rd Annual marketing Excellence Awards, and we look forward to sharing our award-winning brand with more customers with our expansion plans to the Mid-Atlantic, Mid-West and South regions.”

 

Since 2004, AeroFarms has been the world trailblazer for technology-enabled controlled environment agriculture and has won over 50 awards for its leadership for innovation, sustainability, and food — including being recently recognized as a finalist for Newsweek’s Future of Travel awards for their pioneering “farm-to-plane” partnership with Singapore Airlines. Honoring its legacy as farmers and agriculture innovators, AeroFarms’ mission today is bigger and bolder than ever: to grow the best plants possible for the betterment of humanity, using proprietary aeroponics and indoor vertical farming technologies to solve agriculture’s biggest challenges and grow the most delicious produce for its communities. AeroFarms’ expertise in plant biology and the broader farming industry is captured further in its new B2B tagline Agriculture, Elevated.™ In addition, AeroFarms new B2C tagline Vertical Farming, Elevated Flavor™ highlights to customers not only where and how their food is grown, but also more importantly, the key growing benefits that AeroFarms uniquely brings to the market, setting a new culinary standard with millions of data points to prove it.

 

AeroFarms is able to grow its kale to be sweeter and its arugula to be perfectly peppery, and the Company has developed its signature FlavorSpectrum™ to represent the breadth of flavors and hundreds of varieties of leafy greens that it is able to grow. AeroFarms’ team of experts from horticulturists to engineers to data scientists to nutritionists paired each specific tasting note with a representative color to bring the FlavorSpectrum™ philosophy to life. Across its leafy greens packaging line, the cool blue tones represent sweet and mellow notes, while the intense reds represent bold and zesty flavors.

 

In addition, AeroFarms’ new packaging design for its sealed tray that is made with 40% less plastic than a traditional clamshell, was developed with rounds of primary consumer research and collaboration with key selling partners. The eye-catching packaging design boasts the largest clear window in the entire packaged salads category. As a result, the leafy greens are showcased, allowing the product to be the hero to signal the ultimate in freshness and flavor. Major attributes like sustainably grown indoors, no pesticides ever, locally grown, no washing needed, and non-GMO are highlighted in a clean presentation, and AeroFarms’ expertise in flavor is brought to life through its descriptive product tasting notes and its “Taste our Difference” invitation. AeroFarms’ leadership in authenticity and transparency (also represented by the clear window) is reinforced by the grown with purpose messaging and by the logo for Certified B Corporation, that provides a scorecard on both environmental and societal factors.

 

All AeroFarms leafy greens are safely grown indoors at one of AeroFarms’ state-of-the art commercial indoor vertical farms that is certified for USDA Good Agricultural Practices, SQF Level 2 Good Manufacturing Practices, Non-GMO Project Verification, and OU Kosher. AeroFarms leafy greens are completely pesticide free, and ready-to-eat without any need to wash, providing a major benefit to consumers looking for safety and convenience. AeroFarms leafy greens are available at major retail and foodservice customers including Walmart, Whole Foods Market, ShopRite, Amazon Fresh, FreshDirect, and Baldor Specialty Foods.

 

About AeroFarms

Since 2004, AeroFarms has been leading the way for indoor vertical farming and championing transformational innovation for agriculture. On a mission to grow the best plants possible for the betterment of humanity, AeroFarms is a Certified B Corporation with global headquarters in Newark, New Jersey. Named one of the World’s Most Innovative Companies by Fast Company two years in a row and one of TIME’s Best Inventions in Food, AeroFarms patented, award-winning indoor vertical farming technology provides the perfect conditions for healthy plants to thrive, taking agriculture to a new level of precision, food safety, and productivity while using up to 95% less water and no pesticides ever versus traditional field farming. AeroFarms enables local production to safely grow all year round, using vertical farming for elevated flavor. In addition, through its proprietary growing technology platform, AeroFarms has grown over 550 varieties, has innovated in speed breeding, and has developed multi-year strategic partnerships ranging from government to major Fortune 500 companies to help uniquely solve agriculture supply chain needs. For additional information, visit: https://aerofarms.com/.

On March 26, 2021, AeroFarms announced a definitive business combination agreement with Spring Valley Acquisition Corp. (Nasdaq: SV). Upon the closing of the business combination, AeroFarms will become publicly traded on Nasdaq under the new ticker symbol “ARFM”. Additional information about the transaction can be viewed here: https://aerofarms.com/investors/.

 

No Offer or Solicitation

This press release does not constitute an offer to sell or a solicitation of an offer to buy, or the solicitation of any vote or approval in any jurisdiction in connection with a proposed potential business combination among Spring Valley and AeroFarms or any related transactions, nor shall there be any sale, issuance or transfer of securities in any jurisdiction where, or to any person to whom, such offer, solicitation or sale may be unlawful. Any offering of securities or solicitation of votes regarding the proposed transaction will be made only by means of a proxy statement/prospectus that complies with applicable rules and regulations promulgated under the Securities Act of 1933, as amended (the “Securities Act”), and Securities Exchange Act of 1934, as amended, or pursuant to an exemption from the Securities Act or in a transaction not subject to the registration requirements of the Securities Act.

 

Forward Looking Statements

Certain statements included in this press release that are not historical facts are forward-looking statements for purposes of the safe harbor provisions under the United States Private Securities Litigation Reform Act of 1995. Forward-looking statements generally are accompanied by words such as “believe,” “may,” “might,” “will,” “estimate,” “continue,” “contemplate,” “anticipate,” “intend,” “expect,” “should,” “would,” “could,” “plan,” “predict,” “project,” “potential,” “seem,” “seek,” “future,” “outlook,” and similar expressions that predict or indicate future events or trends or that are not statements of historical matters. All statements, other than statements of present or historical fact included in this press release, including those regarding Spring Valley’s proposed acquisition of AeroFarms are forward-looking statements. These statements are based on various assumptions, whether or not identified in this press release, and on the current expectations of the respective management of AeroFarms and Spring Valley and are not predictions of actual performance. These forward-looking statements are provided for illustrative purposes only and are not intended to serve as, and must not be relied on as, a guarantee, an assurance, a prediction, or a definitive statement of fact or probability. Actual events and circumstances are difficult or impossible to predict and will differ from assumptions. Many actual events and circumstances are beyond the control of AeroFarms and Spring Valley. These forward-looking statements are subject to a number of risks and uncertainties, including changes in domestic and foreign business, market, financial, political, and legal conditions; the inability of the parties to successfully or timely consummate the proposed transaction, including the risk that any regulatory approvals are not obtained, are delayed or are subject to unanticipated conditions that could adversely affect the combined company or the expected benefits of the proposed transaction or that the approval of the stockholders of Spring Valley or AeroFarms is not obtained; failure to realize the anticipated benefits of the proposed transaction; risks related to the expansion of AeroFarms’ business and the timing of expected business milestones; the effects of competition on AeroFarms’ business; the ability of Spring Valley or AeroFarms to issue equity or equity-linked securities or obtain debt financing in connection with the proposed transaction or in the future, and those factors discussed in Spring Valley’s Annual Report on Form 10-K, Quarterly Report on Form 10-Q, final prospectus dated November 25, 2020 and definitive proxy statement/prospectus dated July 26, 2021 under the heading “Risk Factors,” and other documents Spring Valley has filed, or will file, with the SEC. If any of these risks materialize or our assumptions prove incorrect, actual results could differ materially from the results implied by these forward-looking statements. There may be additional risks that neither Spring Valley nor AeroFarms presently know, or that Spring Valley nor AeroFarms currently believe are immaterial, that could also cause actual results to differ from those contained in the forward-looking statements. In addition, forward-looking statements reflect Spring Valley’s and AeroFarms’ expectations, plans, or forecasts of future events and views as of the date of this press release. Spring Valley and AeroFarms anticipate that subsequent events and developments will cause Spring Valley’s and AeroFarms’ assessments to change. However, while Spring Valley and AeroFarms may elect to update these forward-looking statements at some point in the future, Spring Valley and AeroFarms specifically disclaim any obligation to do so. These forward-looking statements should not be relied upon as representing Spring Valley’s and AeroFarms’ assessments of any date subsequent to the date of this press release. Accordingly, undue reliance should not be placed upon the forward-looking statements.

Contacts

AeroFarms

Investor Relations:

Jeff Sonnek ICR

Jeff.Sonnek@icrinc.com
1-646-277-1263

Media Relations:

Marc Oshima
AeroFarms

MarcOshima@AeroFarms.com
1-917-673-4602