Expects Second Quarter 2021 Net Income to be
$29.8 Million – $31.5 Million and Adjusted EBITDA to be $44.9
Million – $47.1 Million
Expects First Half 2021 Net Income to be
$66.1 Million – $67.8 Million and Adjusted EBITDA to be $91.0
Million – 93.2 Million
Expects Second Quarter 2021 GAAP Net Revenue
to be $135.7 Million – $141.3 Million and Adjusted Net Revenue to
be $115.1 Million – $118.2 Million
Expects First Half 2021 GAAP Net Revenue to
be $281.6 Million – $287.2 Million and Adjusted Net Revenue to be
$217.5 Million – $220.6 Million
Northern Star Investment Corp. II ("Northern Star") (NYSE:
NSTB), a publicly traded special purpose acquisition company, today
announced the preliminary financial guidance for its merger
partner, Apex Fintech Solutions LLC (“Apex” or the “Company”), the
“fintech for fintechs” powering innovation and the future of
digital wealth management, for the second quarter 2021.
In the second quarter 2021 to-date, Apex has acquired 17 new
clients, bringing the total number of clients acquired year-to-date
to 28, compared with 6 new clients in the second quarter 2020. In
the first half of 2020, Apex acquired 15 new clients and 33 new
clients for full year 2020.
Apex expects net income, Adjusted EBITDA,1 GAAP net revenue and
Adjusted Net Revenue2 for the second quarter and first half of 2021
will be materially higher than anticipated. For the second quarter
2021, Apex expects net income and Adjusted EBITDA1 to be in the
range of $29.8 million – $31.5 million and $44.9 million – $47.1
million, respectively, and GAAP net revenue and Adjusted Net
Revenue2 to be in the range of $135.7 – $141.3 million and $115.1 –
$118.2 million, respectively.
For the first half 2021, Apex expects net income and Adjusted
EBITDA1 to be in the range of $66.1 million – $67.8 million and
$91.0 million – $93.2 million, respectively, and GAAP net revenue
and Adjusted Net Revenue2 to be in the range of $281.6 million –
$287.2 million and $217.5 million – $220.6 million,
respectively.
Given that Apex expects to have achieved more than 86% of its
previously forecasted $105.6 million Adjusted EBITDA1 for full-year
2021 in only six months, Apex expects to revise its full-year
guidance higher when it releases its second quarter 2021 results in
August 2021.
“Apex continues to grow at a faster rate than we anticipated,”
stated Bill Capuzzi, Chief Executive Officer. “We continue to
capitalize on the strength of our product offerings and platform to
meet client demand through innovation.”
Transaction Update
As previously announced, Northern Star and Apex entered into a
definitive agreement which would result in Apex becoming a publicly
listed company, after the required approval by the stockholders of
Northern Star and the fulfillment of certain other conditions set
forth in the definitive agreement. The Northern Star stockholder
meeting had been scheduled for June 29, 2021. However, the proxy
statement for use in connection with obtaining the required
approval by the Northern Star stockholders is still being reviewed
by the Securities and Exchange Commission (“SEC”). Once the SEC
completes its review, Northern Star intends to mail the proxy
statement to stockholders, promptly hold the meeting to vote on the
transaction and thereafter seek to consummate the transaction as
quickly as possible. Once the date for the Northern Star
stockholder meeting is finalized, it will be announced
publicly.
Reconciliation of GAAP to
Non-GAAP Measures
Adjusted Net Revenue
(Estimated)
(Unaudited, in thousands)
Three Months Ending June 30,
2021
Low-end of estimate
High-end of estimate
Total net revenues
$
135,697
$
141,297
Less:
Reimbursable fees
(23,000
)
(25,500
)
(Gains) losses on investments
(1,876
)
(1,876
)
Other non-operating income
-
-
Add:
Interest expense on debt
4,314
4,314
Adjusted Net Revenue
$
115,135
$
118,235
Unaudited, in thousands)
Six Months Ending June 30,
2021
Low-end of estimate
High-end of estimate
Total net revenues
$
281,550
$
287,150
Less:
Reimbursable fees
(60,822
)
(63,322
)
(Gains) losses on investments
(10,399
)
(10,399
)
Other non-operating income
(7
)
(7
)
Add:
Interest expense on debt
7,209
7,209
Adjusted Net Revenue
$
217,531
$
220,631
Adjusted EBITDA
(Estimated)
(Unaudited, in thousands)
Three Months Ending June 30,
2021
Low-end of estimate
High-end of estimate
Net Income
29,810
31,466
Add back:
Income tax expense
11,619
12,263
Interest expense on debt
4,314
4,314
Depreciation and amortization
557
557
Other (income)/expenses
(1,394
)
(1,494
)
Adjusted EBITDA
$
44,906
$
47,106
(Unaudited, in thousands)
Six Months Ending June 30,
2021
Low-end of estimate
High-end of estimate
Net Income
66,132
67,788
Add back:
Income tax expense
25,888
26,532
Interest expense on debt
7,209
7,209
Depreciation and amortization
970
970
Other (income)/expenses
(9,166
)
(9,266
)
Adjusted EBITDA
$
91,033
$
93,233
About Apex Fintech Solutions
Apex Fintech Solutions LLC, the “fintech for fintechs,” is the
parent company of Apex Clearing Corporation, a custody and clearing
platform that’s powering innovation and the future of digital
wealth management, and Apex Pro, a trusted clearing partner to
broker-dealers, ATS’s, routing firms, professional trading firms,
hedge funds, institutions and emerging managers. We offer
cryptocurrency trading and custody services through Apex Crypto
LLC, which is expected to become a wholly owned subsidiary of Apex
Fintech Solutions pending receipt of required regulatory approvals.
Collectively, our suite of solutions creates an environment where
companies with the biggest ideas in fintech are empowered to change
the world. If you’ve got the guts to dream, we’ve got the guts to
help you realize those dreams.
For more information, visit the Apex Fintech Solutions website:
https://www.apexfintechsolutions.com/
About Northern Star Investment Corp. II
Northern Star Investment Corp. II is a blank check company
formed for the purpose of effecting a merger, capital stock
exchange, asset acquisition, stock purchase, reorganization or
similar business combination with one or more businesses or
entities. The management team and Board of Directors are composed
of veteran consumer, media, technology, retail and finance industry
executives and founders, including Joanna Coles, Chairwoman and
Chief Executive Officer, and Jonathan Ledecky, President and Chief
Operating Officer. Ms. Coles is a creative media and technology
executive who in her previous roles as editor of two leading
magazines and Chief Content Officer of Hearst Magazines developed
an extensive network of relationships at the intersection of
technology, fashion and beauty. Ms. Coles currently serves as a
special advisor to Cornell Capital, a $7 billion private investment
firm, and is on the board at Snap Inc., Sonos, Density Software,
and on the global advisory board of global payments company Klarna.
Mr. Ledecky is a seasoned businessman with over 35 years of
investment and operational experience. He has executed hundreds of
acquisitions across multiple industries and raised over $20 billion
in debt and equity. He is also co-owner of the National Hockey
League's New York Islanders franchise. For additional information,
please visit https://northernstaric2.com.
Certain statements included herein are not historical facts but
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,” “will,” “estimate,”
“continue,” “anticipate,” “intend,” “expect,” “should,” “would,”
“plan,” “predict,” “potential,” “seem,” “seek,” “future,”
“outlook,” and similar expressions that predict or indicate future
events or trends or that are not statements of historical matters,
but the absence of these words does not mean that a statement is
not forward-looking. These forward-looking statements include, but
are not limited to, statements regarding estimates and forecasts of
Apex financial and performance metrics and projections, including
Apex projected net income, Adjusted EBITDA, net revenue and
Adjusted net revenue. These statements are based on various
assumptions, whether or not identified herein, and on the current
expectations of Apex’s management 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 by any investor as, a guarantee, an
assurance, a prediction or a definitive statement of fact or
probability. All of the data presented herein is preliminary and
subject to further change. Actual events and circumstances are
difficult or impossible to predict and may differ from assumptions.
Many actual events and circumstances are beyond the control of
Apex. These forward-looking statements are subject to a number of
risks and uncertainties, including, but not limited to: changes in
domestic and foreign business, market, financial, political,
regulatory, and legal conditions; risks relating to the uncertainty
of the projected financial information with respect to Apex; Apex’s
ability to successfully expand and/or retain its product and
service offerings; competition; the uncertain effects of the
COVID-19 pandemic; and those factors discussed in documents of
Northern Star filed, or to be filed, 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 Northern Star nor Apex presently know or that Northern Star
and Apex 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 Northern Star’s and Apex’s expectations, plans or forecasts
of future events and views as of the date of this press release.
Northern Star and Apex anticipate that subsequent events and
developments will cause Northern Star’s and Apex’s assessments to
change. However, while Northern Star and Apex may elect to update
these forward-looking statements at some point in the future,
Northern Star and Apex specifically disclaim any obligation to do
so. These forward-looking statements should not be relied upon as
representing Northern Star’s and Apex’s assessments as of any date
subsequent to the date of this press release. Accordingly, undue
reliance should not be placed upon the forward-looking
statements.
Important Information and Where to Find It
This communication is being made in respect of the proposed
merger transaction involving Northern Star and Apex. Northern Star
has filed a registration statement on Form S-4 with the SEC, which
includes a preliminary proxy statement/prospectus of Northern Star,
and certain related documents, to be used at the meeting of
stockholders to approve the proposed business combination and
related matters. Investors and security holders of Northern Star
are urged to read the proxy statement/prospectus, and any
amendments thereto and other relevant documents that will be filed
with the SEC, carefully and in their entirety when they become
available because they will contain important information about
Apex, Northern Star and the business combination. The definitive
proxy statement/prospectus will be mailed to stockholders of
Northern Star as of a record date to be established for voting on
the proposed business combination. Investors and security holders
are able to obtain copies of the registration statement and other
documents containing important information about each of the
companies, without charge, at the SEC’s web site at
www.sec.gov.
The information contained on, or that may be accessed through,
the websites referenced in this press release is not incorporated
by reference into, and is not a part of, this press release.
Participants in the Solicitation
Northern Star, Apex and certain of their respective directors,
managers and executive officers may be deemed participants in the
solicitation of proxies from the stockholders of Northern Star in
favor of the approval of the business combination and related
matters. Stockholders may obtain more detailed information
regarding the names, affiliations and interests of certain of
Northern Star’s executive officers and directors in the
solicitation by reading Northern Star’s Final Prospectus dated
January 25, 2021, filed with the SEC on January 27, 2021, and the
preliminary proxy statement/prospectus and other relevant materials
filed with the SEC in connection with the business combination when
they become available. Information concerning the interests of
Northern Star’s participants in the solicitation, which may, in
some cases, be different than those of its stockholders generally,
are set forth in the preliminary proxy statement/prospectus
relating to the business combination and will be set forth in the
final proxy statement/prospectus relating to the business
combination when it becomes available.
No Offer or Solicitation
This communication does not constitute an offer to sell or the
solicitation of an offer to buy any securities or a solicitation of
any vote or approval, nor shall there be any sale of any securities
in any state or jurisdiction in which such offer, solicitation, or
sale would be unlawful prior to registration or qualification under
the securities laws of such other jurisdiction.
1 Adjusted EBITDA is a Non-GAAP financial metric and equals net
income adjusted for income tax expense, interest expense on debt,
depreciation and amortization, and other income/expenses. Other
income/expenses include non-reimbursable fees and non-operating
income and expenses. Adjusted EBITDA provides Apex with a useful
measure for period-to-period comparisons of its business as well as
comparison to its peers. Apex believes that this non-GAAP financial
measure is useful to investors in analyzing our financial and
operational performance. A reconciliation to the comparable U.S.
GAAP financial metric has been included at conclusion of this press
release.
2 Adjusted Net Revenue is a Non-GAAP financial metric and equals
total net revenue less reimbursable fees, (gains) losses on
investments and other non-operating income excluding the impact of
interest expense on debt. Reimbursable fees revenue primarily
consists of fees collected for certain expenses such as exchange
fees, execution costs and fees due to regulatory or governmental
agencies where an offsetting amount recorded as an operating
expense, which Apex does not consider internally when monitoring
operating performance. Other non-operating income primarily relates
to gains and losses on sales of investments that do not relate to
our core operations. Interest expense on debt is excluded because
of capital structure can vary substantially from company to company
and therefore is not considered as key measure in comparing Apex’s
operating performance to that of other companies. Apex believes
this measure allows investors to evaluate comparability of our
period over period financial performance of core operations. A
reconciliation to the comparable U.S. GAAP financial metric has
been included at the conclusion of this press release.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20210624005505/en/
Investors: (214) 765-1595 IR@Apexclearing.com
Media: Jonathan Gasthalter/Carissa Felger Gasthalter
& Co. (212) 257-4170 ApexClearing@gasthalter.com
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