Contingent Value Right (CVR)

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Beyond(BYON) - 2025 Q2 - Earnings Call Transcript
2025-07-29 13:30
Financial Data and Key Metrics Changes - Revenue for the quarter was $2.82 billion, showing a 22% increase compared to Q1 2025, although it declined 29% year-over-year [6][36] - Gross margin improved to 23.7%, a 360 basis point increase year-over-year, despite being slightly below the anticipated range [36][38] - Adjusted EBITDA came in at a loss of $8 million, representing a 78% improvement year-over-year [40] - Reported GAAP EPS was a loss of $0.34 per share, while adjusted diluted loss was $0.22, a $0.54 improvement year-over-year [41] Business Line Data and Key Metrics Changes - The patio business showed significant improvement, contributing to an increase in average order value (AOV) [6][7] - Overstock brand has seen consistent improvements, particularly in newly launched categories like luxury handbags and shoes [8][10] - The company is focusing on a higher-end customer base, with a shift towards more affluent demographics [55] Market Data and Key Metrics Changes - The company is experiencing a stabilization in the retail business, with expectations for continued growth in Q3 [11][12] - Cash flow for the quarter was significantly better than Q1, marking the best performing cash flow quarter in several years [12][13] Company Strategy and Development Direction - The company aims to continue tightening SG&A expenses and improve operational efficiencies across all areas of the business [13][14] - A focus on unlocking value from assets like tZERO and GrainChain is a priority, with plans for potential public offerings or other liquidity events [20][24] - The company is exploring the issuance of a contingent value right as a form of dividend to shareholders [32][34] Management's Comments on Operating Environment and Future Outlook - Management expressed confidence in the company's ability to stabilize cash flow and improve profitability [41][45] - The company is optimistic about the potential for growth in a stabilized housing market, which could positively impact revenue [28][29] - There is a commitment to continue exploring opportunities in the blockchain and crypto space as the core business stabilizes [27] Other Important Information - The company has a remaining $68 million on its share repurchase program and approximately $131 million left on the ATM [46] - A long-term partnership in Canada was established, resulting in a $5 million upfront payment [16] Q&A Session Summary Question: Update on SKU rationalization efforts across Bed Bath and Beyond - The heavy lifting of SKU rationalization is complete, but fine-tuning will continue [50] Question: Confidence in leaning into a more affluent customer for Overstock - Research indicated that the target demographic has a household income over $150,000 and a credit score over 700, leading to increased sales in luxury items [55] Question: Update on tZERO's potential to go public - The company is focused on mutual alignment for value creation and expects to unlock value soon [66] Question: Potential timeline for a GrainChain IPO - Discussions are ongoing, but the focus is on ensuring value creation before any public offering [72]
Supernus Pharmaceuticals Announces Expiration of Hart-Scott-Rodino Waiting Period for Sage Therapeutics, Inc. Tender Offer
Globenewswire· 2025-07-28 12:25
Core Viewpoint - Supernus Pharmaceuticals has announced the expiration of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act for its proposed acquisition of Sage Therapeutics, indicating progress towards completing the merger [1][3]. Acquisition Details - Supernus and Sage entered into a Merger Agreement on June 13, 2025, with the necessary premerger notifications filed with regulatory authorities shortly thereafter [2]. - The Offer to Purchase for Sage's outstanding shares is set at $8.50 per share in cash, plus a contingent value right (CVR) that could yield up to an additional $3.50 per share based on specific milestones [4]. Contingent Value Rights (CVR) - The CVR includes milestone payments contingent on the commercial success of the product ZURZUVAE, with payments structured as follows: - $0.50 per CVR upon the first commercial sale in Japan after regulatory approval by June 30, 2026 [5]. - $1.00 per CVR if net sales of ZURZUVAE reach $250 million in the U.S. by December 31, 2027 [6]. - $1.00 per CVR if net sales reach $300 million in the U.S. by December 31, 2028 [7]. - $1.00 per CVR if net sales reach $375 million in the U.S. by December 31, 2030 [8]. - The total maximum payout for each CVR is capped at $3.50, with no guarantee that any payments will be made [9][10]. Merger Completion - Upon completion of the Offer, Supernus plans to merge its wholly owned subsidiary with Sage, resulting in Sage becoming a wholly owned subsidiary of Supernus [11]. - Shares not purchased in the Offer will be converted into the right to receive the Offer Price, and Sage's shares will be delisted from NASDAQ [11]. Advisory Information - Moelis & Company LLC is the exclusive financial advisor for Supernus, while Goldman Sachs & Co. LLC serves as the exclusive financial advisor for Sage [12].
Fortress Biotech Announces Closing of Sale of Subsidiary Checkpoint Therapeutics
Globenewswire· 2025-05-30 14:47
Core Insights - Fortress Biotech's subsidiary Checkpoint Therapeutics has been acquired by Sun Pharmaceutical Industries for $4.10 per share in cash, with additional contingent value rights and royalties tied to future sales of UNLOXCYT™ [1][2] Financial Details - Fortress will receive approximately $28 million shortly after the closing of the transaction and is eligible for an additional contingent value right (CVR) of up to $4.8 million, plus a 2.5% royalty on future net sales of UNLOXCYT™ [1][2] - The acquisition deal was approved by Checkpoint's stockholders on May 28, 2025, and closed on May 30, 2025 [1][2] Product Information - UNLOXCYT™ (cosibelimab-ipdl) is the first and only FDA-approved PD-L1 blocking antibody for advanced cutaneous squamous cell carcinoma, receiving FDA approval in December 2024 [3] Company Strategy - Fortress Biotech focuses on acquiring and advancing biopharmaceutical assets to enhance long-term shareholder value through product revenue, equity holdings, and dividend and royalty revenue [4] - The company aims to strengthen its balance sheet through opportunistic transactions and is actively evaluating business development opportunities [2][4]