Technology
WELL Health Reports Record Results for Q2-2024 Driven by an Acceleration in Organic Growth and Raises Annual Guidance
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2 years agoon
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WELL achieved record quarterly revenues of $243.1 million in Q2-2024, an increase of 42% as compared to Q2-2023 driven by acquisitions and overall organic growth(3) of 21%.WELL achieved record Adjusted EBITDA(1) of $30.9 million in Q2-2024, an increase of 11% as compared to Q2-2023.WELL achieved a record total of 1.4 million patient visits in Q2-2024 an increase of 38% compared to Q2-2023 and representing 5.6 million patient visits on an annualized run-rate basis.WELL’s US digital revenues attributable to Circle Medical and Wisp grew organically by 40% to $56.3M in Q2 and achieved $3.5 million in Adjusted EBITDA an improvement of $5.3 million realizing investments made in the previous year.WELL is raising its guidance range for 2024 annual revenue to be between $970 million to $990 million and maintaining Adjusted EBITDA guidance to be in the upper range of $125 million to $130 million, despite higher costs due to our projection of significantly lower share issuances and stock-based incentives. WELL also maintains guidance for Free cashflow available to shareholders to be approximately $55 million.
VANCOUVER, BC, Aug. 14, 2024 /CNW/ – WELL Health Technologies Corp. (TSX: WELL, OTCQX: WHTCF) (the “Company” or “WELL”), a digital healthcare company focused on positively impacting health outcomes by leveraging technology to empower healthcare practitioners and their patients globally, is pleased to announce its interim consolidated financial results for the quarter ended June 30, 2024.
Hamed Shahbazi, Founder and CEO of WELL, commented, “The second quarter of 2024 exceeded expectations, showcasing the strength of our technology-driven care platforms. We are very pleased to report 42% year-over-year revenue growth, driven by accelerated organic growth of 21% which includes contribution from our absorption program where we recruit clinics to our network for nominal cost. This marks our 22nd consecutive record-breaking revenue quarter, highlighting our sustained momentum. We are proud to once again improve our annual revenue guidance to $970 million to $990 million and report that we are on track to achieve one billion in revenues by the end of 2024 if we include acquisitions that are currently in our acquisition pipeline. Additionally, we are maintaining our guidance on Adjusted EBITDA in the upper range of $125 million to $130 million despite facing additional costs as a result of our projection of materially reduced share issuances for stock-based compensation. We remain focused on enhancing profitability and capital efficiency and continue to project a 30% year-over-year increase in free cash flow to shareholders in 2024. Our strong organic growth and healthy cash flows increasingly allow us to fund acquisitions, earn-outs, and employee incentives with cash. We are still on track to deliver record revenue, Adjusted EBITDA, and Net Income in 2024, while increasing cash flows, reducing debt, improving leverage, lowering share issuances, and decreasing earn-out payments.”
Mr. Shahbazi further added, “As of the end of Q2-2024, WELL proudly supported a network of over 3,900 providers and clinicians delivering care through our physical and virtual clinics. Our Canadian clinic transformation program continues to drive efficiencies in our clinics systemwide while driving enhanced organic growth. The clinics that have recently joined our network under our M&A or absorption programs are improving in terms of their overall operations and profitability. This success is driven by our focus on cost optimization, digital workflow integration, patient engagement technologies, and the implementation of advanced AI tools such as the ambient AI scribe and various co-pilot technologies powered by our partner HEALWELL AI. We remain committed to empowering healthcare professionals with the latest in cutting-edge technology.”
Eva Fong, WELL’s Chief Financial Officer, added, “I am proud to announce that during Q2 2024 we paid down $14 million in debt and reduced our leverage ratio to 2.67x for bank debt and 3.45x for all debt including convertible debentures. I’m also pleased to report that we achieved positive IFRS net income in Q2 2024, and notably, our net income remains positive even if we exclude the unrealized gains from our investments in HEALWELL AI. Much of our progress is due to the comprehensive cost-cutting program that was implemented earlier this year that has significantly strengthened our operational efficiency and generated substantial annualized cost savings. In Q2-2024, we generated a record $35.2 million in cash flow from operating activities. In addition to these substantial savings and strong cash flows, this fiscal year we plan to reduce our yearly share dilution to its lowest level ever since being launched as a company. The Company is in an excellent position to continue funding its organic growth and future acquisition plans through cash flows from operations.”
Second Quarter 2024 Financial Highlights:
WELL achieved record quarterly revenue of $243.1 million in Q2-2024, an increase of 42% as compared to revenue of $170.9 million generated in Q2-2023. This growth was mainly driven by organic growth of 21% including clinic absorptions and 16% without absorptions.Adjusted Gross Profit(1) was $107.4 million in Q2-2024, an increase of 18% as compared to Adjusted Gross Profit(1) of $90.8 million in Q2-2023.Adjusted Gross Margin(1) percentage was 44.2% during Q2-2024 compared to Adjusted Gross Margin(1) percentage of 53.1% in Q2-2023. The decline in Adjusted Gross Margin percentage is mainly attributed to the acquisition of businesses in the past year that had lower gross margin percentage.Adjusted EBITDA(1) was $30.9 million in Q2-2024, an increase of 11% as compared to Adjusted EBITDA(1) of $27.8 million in Q2-2023.Adjusted EBITDA to WELL shareholders was $23.0 million in Q2-2024, an increase of 3% as compared to Adjusted EBITDA to WELL shareholders of $22.3 million in Q2-2023.Adjusted Net Income(1) was $12.3 million, or $0.05 per share in Q2-2024, as compared to Adjusted Net Income(1) of $14.4 million, or $0.06 per share in Q2-2023.Net Income was $117.0 million or $0.45 per share in Q2-2024, driven by material unrealized gains of WELL’s investment in HEALWELL AI.Free cashflow attributable to WELL shareholders(1) was $8.7 million during Q2-2024, compared to $9.4 million during Q2-2023.
Second Quarter 2024 Segmented Results
Canadian Patient Services revenue was $76.7 million in Q2-2024, an increase of 42% as compared to $54.2 million in Q2-2023.SaaS and Technology Services revenue was $16.9 million in Q2-2024, an increase of 27% as compared to $13.3 million in Q2-2023.U.S. Patient and Provider Services revenue was $149.5 million in Q2-2024, an increase of 45% as compared to $103.5 million in Q2-2023.Canadian Patient Services Adjusted EBITDA was $9.0 million in Q2-2024, an increase of 2% as compared to $8.9 million in Q2-2023 mainly due to lapping of a number of one-time positive impacts to profitability in Q2-2023.SaaS and Technology Services Adjusted EBITDA was $4.0 million in Q2-2024, an increase of 94% as compared to $2.1 million in Q2-2023.U.S. Patient and Provider Services Adjusted EBITDA was $23.2 million in Q2-2024, an increase of 9% as compared to $21.3 million in Q2-2023.
Second Quarter 2024 Patient Visit Metrics:
WELL achieved a record 1.4 million patient visits in Q2-2024, an increase of 38% compared to Q2-2023 and representing 5.6 million patient visits on an annualized run-rate basis. Patient visits were comprised of 759,000 patient visits in Canada and 640,000 patient visits in the US. Canadian Patient Services visits increased 41% while US Patient Services visits increased 34%, on a year-over-year basis. Growth in patient visits over the past year was primary driven by organic growth, including the clinic absorption program as well as acquisitions.
Total care interactions were 2.1 million in Q2-2024, a year-over-year increase of 48% compared to Q2-2023 and representing 8.4 million total care interactions on an annualized run-rate basis.
Q2-24
Q1-24
Q2-23
Q/Q
Growth
Y/Y
Growth
Y/Y Organic
Growth
Canada Patient Visits
759,000
733,000
537,000
4 %
41 %
21 %
US Patient Visits
640,000
577,000
478,000
11 %
34 %
31 %
Total Visits
1,399,000
1,310,000
1,015,000
7 %
38 %
26 %
Technology Interactions
622,000
599,000
411,000
4 %
51 %
51 %
Billed Provider Hours
83,000
89,000
0
-7 %
N/A
N/A
Total Care Interactions(2)
2,104,000
1,998,000
1,426,000
5 %
48 %
48 %
Second Quarter 2024 Business Highlights:
On April 30, 2024, the Company announced a five-year collaboration with Microsoft to enhance digital healthcare across North America, integrating Microsoft’s cloud and AI with WELL’s platform. This partnership focuses on elevating WELL’s scalability and operational efficiency, aiming to transform healthcare delivery for large enterprises, including the public sector. The collaboration will also modernize WELL’s cloud infrastructure, optimize costs, ensure data security, and integrate Azure OpenAI Service to advance healthcare solutions.
On May 2, 2024, the Company announced the launch of the second generation WELL AI Decision Support (“WAIDS”), featuring advanced chronic disease screening for conditions like diabetes and hypertension. This enhanced WAIDS version facilitates patient risk stratification and expands its disease detection capabilities. Powered by HEALWELL AI, the technology aids clinicians in decision-making, addressing chronic diseases that significantly impact Canadians.
On June 1, 2024, the Company completed the purchase to acquire all primary care medical clinics operated by Shoppers Drug Mart Inc. (“Shoppers”) under “The Health Clinic by Shoppers™” brand. The acquisition included 10 clinics, with over 35 physicians, located in British Columbia and Ontario.
Events Subsequent to June 30, 2024:
On July 10, 2024, the Company announced the approval of a historic $44 million project, Health Compass II, the largest DIGITAL project ever awarded to advance AI-powered tech enablement for care providers. This initiative, led by WELL and its consortium partners, aims to enhance AI and interoperability in Canadian healthcare. As the lead commercialization partner and first customer, WELL will provide expertise and interoperability, enabling the development of new AI tools to support healthcare providers and improve patient outcomes.
On July 17, 2024, the Company announced the launch of its AI-powered co-pilot for cardiologists, powered by HEALWELL AI, to improve the detection of cardiovascular disease (CVD). This co-pilot, an extension of the WELL AI Decision Support (WAIDS) product offering, will be deployed in WELL Diagnostic Centers, Canada’s largest cardiology and medical diagnostic group, across over 40 locations in Ontario. This initiative aims to assist cardiologists in identifying high-risk patients, enhancing early detection and management of CVD.
Outlook:
WELL anticipates maintaining its strong performance through the remainder of 2024, with a strategic focus on enhancing operations for organic growth and profitability. The Company aims to pursue capital-efficient growth opportunities while effectively managing costs to deliver robust growth and sustained cash flow to shareholders. The Company’s strong organic growth and healthy cash flow position it well to continue executing its growth strategies while progressively reducing debt.
Management is pleased to improve its guidance, which includes only announced acquisitions, as follows:
Annual revenue for 2024 is projected to be in the range of $970 million to $990 million.Adjusted EBITDA for 2024 is projected to be in the upper range of $125 million to $130 million, despite increased cash costs due to lower share issuance and share based incentives.Free cashflow attributable to WELL shareholders is expected to be approximately $55 million.
WELL plans to advance its U.S. and Canadian Patient Services businesses through both organic and strategic growth, prioritizing capital efficiency. This approach will enable the Company to use business cash flows for debt reduction and minimizing share issuance. In Canada, WELL aims to strengthen its market leadership as the nation’s premier pan-Canadian clinical network, offering a highly integrated, tech-enabled outpatient healthcare system.
Leveraging its deep technological expertise, WELL is prioritizing investments in AI technologies, with plans to continue to develop and launch innovative products and enhancements across its provider and clinic network.
Conference Call:
WELL will hold a conference call to discuss its 2024 Second Quarter financial results on Wednesday, August 14, 2024, at 1:00 pm ET (10:00 am PT). Please use the following dial-in numbers: 416-764-8650 (Toronto local), 778-383-7413 (Vancouver local), 1-888-664-6383 (Toll-Free) or +1-416-764-8650 (International).
The conference call will also be simultaneously webcast and can be accessed at the following audience URL: https://well.company/events.
Selected Unaudited Financial Highlights:
Please see SEDAR for complete copies of the Company’s condensed interim consolidated financial statements and interim MD&A for the quarter ended June 30, 2024.
Quarter ended
Six months ended
June 30,
2024
March 31,
2024
June 30,
2023
June 30,
2024
June 30,
2023
$’000
$’000
$’000
$’000
$’000
Revenue
243,147
231,562
170,922
474,709
340,347
Cost of sales (excluding depreciation and amortization)
(135,766)
(129,342)
(80,099)
(265,108)
(163,355)
Adjusted Gross Profit(1)
107,381
102,220
90,823
209,601
176,992
Adjusted Gross Margin(1)
44.2 %
44.1 %
53.1 %
44.2 %
52.0 %
Adjusted EBITDA(1)
30,880
28,314
27,789
59,194
54,472
Net income (loss)
116,976
19,600
(2,016)
136,576
(12,643)
Adjusted Net Income (1)
12,284
20,239
14,361
32,523
28,486
Earnings (loss) per share, basic (in $)
0.45
0.06
(0.03)
0.52
(0.09)
Earnings (loss) per share, diluted (in $)
0.43
0.06
(0.03)
0.48
(0.09)
Adjusted Net Income per share, basic and diluted (in $) (1)
0.05
0.08
0.06
0.13
0.12
Reconciliation of net income (loss) to Adjusted EBITDA:
Net income (loss) for the period
116,976
19,600
(2,016)
136,576
(12,643)
Depreciation and amortization
17,307
16,560
14,041
33,867
28,563
Income tax expense (recovery)
(1,959)
(178)
1,889
(2,137)
2,081
Interest income
(279)
(238)
(127)
(517)
(315)
Interest expense
9,689
9,541
7,828
19,230
15,602
Rent expense on finance leases
(4,129)
(4,114)
(2,581)
(8,243)
(5,071)
Stock-based compensation
4,765
5,477
6,134
10,242
12,733
Foreign exchange gain
(72)
(32)
(65)
(104)
(349)
Time-based earnout expense
15
2,112
1,476
2,127
12,330
Change in fair value of investments
(116,327)
(13,957)
–
(130,284)
–
Gain on disposal of assets and investments
–
(11,284)
(1,517)
(11,284)
(1,517)
Share of net (income) loss of associates
(177)
1,064
91
887
188
Other items
753
–
1,798
753
1,798
Transaction, restructuring and integration costs expensed
4,318
3,763
838
8,081
1,072
Adjusted EBITDA(1)
30,880
28,314
27,789
59,194
54,472
Attributable to WELL shareholders
23,019
21,371
22,287
44,390
42,919
Attributable to Non-controlling interests
7,861
6,943
5,502
14,804
11,553
Adjusted EBITDA(1)
WELL Corporate
(5,320)
(4,767)
(4,456)
(10,087)
(8,981)
Canada and others
13,032
14,474
10,942
27,506
22,747
US operations
23,168
18,607
21,303
41,775
40,706
Adjusted EBITDA(1) attributable to WELL shareholders
WELL Corporate
(5,320)
(4,767)
(4,456)
(10,087)
(8,981)
Canada and others
12,645
14,247
10,798
26,892
22,308
US operations
15,694
11,891
15,945
27,585
29,592
Adjusted EBITDA(1) attributable to Non-controlling interests
Canada and others
387
227
144
614
439
US operations
7,474
6,716
5,358
14,190
11,114
Reconciliation of net income (loss) to Adjusted Net income:
Net income (loss) for the period
116,976
19,600
(2,016)
136,576
(12,643)
Amortization of acquired intangible assets
11,361
11,520
10,720
22,881
21,750
Time-based earnout expense
15
2,112
1,476
2,127
12,330
Stock-based compensation
4,765
5,477
6,134
10,242
12,733
Change in fair value of investments
(116,327)
(13,957)
–
(130,284)
–
Other items
753
–
1,798
753
1,798
Non-controlling interest included in net income (loss)
(5,259)
(4,513)
(3,751)
(9,772)
(7,482)
Adjusted Net Income (1)
12,284
20,239
14,361
32,523
28,486
Footnotes:
Non-GAAP financial measures and ratios.
In addition to results reported in accordance with IFRS, the Company uses certain non-GAAP financial measures as supplemental indicators of its financial and operating performance. These non-GAAP financial measures include Adjusted Net Income, Adjusted Net Income Per Share, Adjusted EBITDA, Adjusted Gross Profit, Adjusted Gross Margin, and Adjusted Free Cash Flow. The Company believes these supplementary financial measures reflect the Company’s ongoing business in a manner that allows for meaningful period-to-period comparisons and analysis of trends in its business.
Adjusted Net Income and Adjusted Net Income per Share The Company defines Adjusted Net Income as net income (loss), after excluding the effects of stock-based compensation expense, amortization of acquired intangible assets, time-based earnout expense, change in fair value of investments, non-controlling interests, and revenue precluded from recognition under IFRS 15 that relates to certain patient services revenue that the Company believes should be recognized as revenue based on its contractual relationships. Adjusted Net Income Per Share is Adjusted Net Income divided by weighted average number of shares outstanding. The Company believes that these non-GAAP financial measures provide useful information to analyze our results, enhance a reader’s understanding of past financial performance and allow for greater understanding with respect to key metrics used by management in decision making. More specifically, the Company believes Adjusted Net Income is a financial metric that tracks the earning power of the business that is available to WELL shareholders.
EBITDA and Adjusted EBITDA EBITDA and Adjusted EBITDA are non-GAAP measures. EBITDA represents net income (loss) before interest, taxes, depreciation, and amortization. The Company defines Adjusted EBITDA as EBITDA (i) less net rent expense on premise leases considered to be finance leases under IFRS and (ii) before transaction, restructuring, and integration costs, time-based earn-out expense, change in fair value of investments, share of loss of associates, foreign exchange gain/loss, and stock-based compensation expense, (iii) revenue precluded from recognition under IFRS 15 that relates to certain patient services revenue that the Company believes should be recognized as revenue based on its contractual relationships, and (iv) gains/losses that are not reflective of ongoing operating performance. The Company considers Adjusted EBITDA a financial metric that measures cash that the Company can use to fund working capital requirements, service future interest and principal debt repayments and fund future growth initiatives. EBITDA and Adjusted EBITDA should not be considered alternatives to net income (loss), cash flow from operating activities or other measures of financial performance in accordance with IFRS.
Adjusted Gross Profit and Adjusted Gross Margin The Company defines Adjusted Gross Profit as revenue less cost of sales (excluding depreciation and amortization) and Adjusted Gross Margin as adjusted gross profit as a percentage of revenue. Adjusted gross profit and adjusted gross margin should not be construed as an alternative for revenue or net income (loss) determined in accordance with IFRS. The Company does not present gross profit in its consolidated financial statements as it is a non-GAAP financial measure. The Company believes that adjusted gross profit and adjusted gross margin are meaningful metrics that are often used by readers to measure the Company’s efficiency of selling its products and services.
Adjusted Free Cashflow The Company defines Adjusted Free Cashflow as Adjusted EBITDA Attributable to Shareholders, less cash interest, less cash taxes and less capital expenditures. Adjusted Net income, Adjusted Net Income per Share, Adjusted EBITDA, Adjusted Gross Profit, Adjusted Gross Margin, and Adjusted Free Cashflow are not recognized measures for financial statement presentation under IFRS and do not have standardized meanings. As such, these measures may not be comparable to similar measures presented by other companies and should be considered as supplements to, and not as substitutes for, or superior to, the corresponding measures calculated in accordance with IFRS. Total Care Interactions are defined as Total Visits plus Technology Interactions plus Billed Provider Hours.Organic growth includes growth attributable to “absorptions” which are characterized by clinics acquired for nominal consideration (ie. Less than 0.02x revenues). The overall organic growth inclusive of absorptions in Q2 was 21% but would have been 16.% without absorptions.
WELL HEALTH TECHNOLOGIES CORP.
Per: “Hamed Shahbazi”
Hamed Shahbazi
Chief Executive Officer, Chairman and Director
About WELL Health Technologies Corp.
WELL’s mission is to tech-enable healthcare providers. We do this by developing the best technologies, services, and support available, which ensures healthcare providers are empowered to positively impact patient outcomes. WELL’s comprehensive healthcare and digital platform includes extensive front and back-office management software applications that help physicians run and secure their practices. WELL’s solutions enable more than 37,000 healthcare providers between the US and Canada and power the largest owned and operated healthcare ecosystem in Canada with more than 180 clinics supporting primary care, specialized care, and diagnostic services. In the United States WELL’s solutions are focused on specialized markets such as the gastrointestinal market, women’s health, primary care, and mental health. WELL is publicly traded on the Toronto Stock Exchange under the symbol “WELL” and on the OTC Exchange under the symbol “WHTCF”. To learn more about WELL, please visit: www.well.company.
Forward-Looking Statements
This news release may contain “Forward-Looking Information” within the meaning of applicable Canadian securities laws, including, without limitation: information regarding the Company’s goals, strategies and growth plans; annual revenue and patient-visit run rates; free cash-flow guidance; expectations regarding continued revenue and EBITDA growth; expectations surrounding the reduction in debt, share issuances and earn-out payments; expected annual savings from various cost cutting initiatives; the expected benefits and synergies of completed acquisitions ; and the expected financial performance as well as information in the “Outlook” section herein. Forward-Looking Information are necessarily based upon a number of estimates and assumptions that, while considered reasonable by management, are inherently subject to significant business, economic and competitive uncertainties, and contingencies. Forward-Looking Information generally can be identified by the use of forward-looking words such as “may”, “should”, “will”, “could”, “intend”, “estimate”, “plan”, “anticipate”, “expect”, “believe” or “continue”, or the negative thereof or similar variations. Forward-Looking Information involve known and unknown risks, uncertainties and other factors that may cause future results, performance, or achievements to be materially different from the estimated future results, performance or achievements expressed or implied by the Forward-Looking Information and the Forward-Looking Information are not guarantees of future performance. WELL’s comments expressed or implied by such Forward-Looking Information are subject to a number of risks, uncertainties, and conditions, many of which are outside of WELL ‘s control, and undue reliance should not be placed on such information. Forward-Looking Information are qualified in their entirety by inherent risks and uncertainties, including: direct and indirect material adverse effects from adverse market conditions; risks inherent in the primary healthcare sector in general; regulatory and legislative changes; that future results may vary from historical results; inability to obtain any requisite future financing on suitable terms; the expected profitability of acquisition targets; the expected benefits from different commercial partnerships; any inability to realize the expected benefits and synergies of acquisitions; that market competition may affect the business, results and financial condition of WELL and other risk factors identified in documents filed by WELL under its profile at www.sedar.com, including its most recent Annual Information Form. Except as required by securities law, WELL does not assume any obligation to update or revise any forward-looking information, whether as a result of new information, events or otherwise.
This news release contains future-oriented financial information and financial outlook information (collectively, “FOFI”) about estimated annual run-rate revenue and Adjusted EBIDTA, all of which are subject to the same assumptions, risk factors, limitations, and qualifications as set out in the above paragraph. The actual financial results of WELL may vary from the amounts set out herein and such variation may be material. WELL and its management believe that the FOFI has been prepared on a reasonable basis, reflecting management’s best estimates and judgments. However, because this information is subjective and subject to numerous risks, it should not be relied on as necessarily indicative of future results. Except as required by applicable securities laws, WELL undertakes no obligation to update such FOFI. FOFI contained in this news release was made as of the date hereof and was provided for the purpose of providing further information about WELL’s anticipated future business operations on an annual basis. Readers are cautioned that the FOFI contained in this news release should not be used for purposes other than for which it is disclosed herein.
Neither the TSX nor its Regulation Services Provider (as that term is defined in policies of the TSX) accepts responsibility for the adequacy or accuracy of this release.
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SOURCE WELL Health Technologies Corp.
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From Q Line to LinKOO
The evolution of CASEKOO’s product portfolio reflects a broader shift in the company’s design philosophy.
The journey began with the Q Line (Quality Line), a collection of crystal-clear phone cases engineered to deliver premium protection without compromising aesthetics. In 2021, CASEKOO introduced the E Line (Innovation Line), the world’s first phone case with an integrated ring stand. The product earned an iF Design Award and became an Amazon bestseller, demonstrating the market’s appetite for accessories that combined protection with everyday functionality. The X Line (Expression Line) followed, expanding the brand’s focus on personalization and expressive design.
Each product generation introduced new capabilities, but each also reinforced an important insight.
“We moved from Q Line to E Line to X Line, and every generation taught us something about what people actually need,” said Ye. “By the time we introduced The KOO series, we weren’t designing features anymore. We were designing around everyday behaviors.”
Today, the portfolio gives each rhythm a clear name: LinKOO — Link Your Way for hands-free carry, StandKOO — Elevate Your Day for hands-free viewing and grip, and X-LINE — Fit Your Vibe for expressive personalization.
It represents CASEKOO’s transition from designing accessories with added functions to creating products that support everyday habits. For the company, the future of consumer technology lies not in how many features a product offers, but in how seamlessly it integrates into the way people live.
A Philosophy Born from Everyday Life
The inspiration behind LinKOO came from one of Ye’s longest-standing habits.
For nearly two decades, he has left home every day holding his wife’s hand. One evening, while carrying his phone, keys, and wallet in his other hand, he realized how often everyday essentials compete with life’s simplest moments.
That observation inspired ClipSafe™, a foldable clasp integrated into the LinKOO series. Hidden when not in use and deployable with a single press, it allows users to carry everyday essentials without sacrificing comfort or aesthetics.
For CASEKOO, LinKOO is more than a product launch. It represents the company’s belief that technology should adapt to people—not the other way around.
“Ten years ago, we asked how to better protect a phone,” Ye said. “Today, we’re asking how to protect a moment.”
That is what designed to fit you means. That is Less Effort, More Living. And after a decade of iteration, failure, and quiet persistence, CASEKOO has finally arrived—not at an answer, but at a better question.
About CASEKOO
CASEKOO is a design-led lifestyle accessories brand built around a simple idea: freeing your hands in everyday life. Through thoughtful hands-free solutions, we help people move seamlessly between different moments of the day—from active, on-the-go moments to times of focus and connection.
What makes CASEKOO different from a regular phone case? We believe technology should support life, not interrupt it. By designing products that adapt naturally to how people live, work, and move, CASEKOO reduces everyday friction and creates a more effortless experience—making room for freedom, connection, and the moments that truly matter.
For more information, visit: casekoo.com.
Contact:
Charlotte Yu
brandteam@casekoo.com
View original content to download multimedia:https://www.prnewswire.com/news-releases/ralph-ye-on-10-years-of-entrepreneurship-at-casekoo-less-identity-shift-more-habits-that-endure-302831896.html
SOURCE CASEKOO
Technology
Paramount Skydance Corporation Announces Extension of Expiration Dates of Previously Announced Exchange Offers and Tender Offers
Published
16 minutes agoon
July 24, 2026By
LOS ANGELES and NEW YORK, July 24, 2026 /PRNewswire/ — Paramount Skydance Corporation (NASDAQ: PSKY) (“Paramount”) today announced the extension of the Expiration Dates in connection with the previously announced (i) offers to purchase (the “Tender Offers” and each, a “Tender Offer”) for cash, upon the terms and subject to the conditions set forth in the related offer to purchase (the “Offer to Purchase”), any and all of the identified notes in each series of the Existing Tender Offer Notes (defined by reference to the table set forth below) issued by Discovery Global Holdings, Inc. (formerly WarnerMedia Holdings, Inc.) (the “DGH Issuer”) and Discovery Communications, LLC (the “DCL Issuer” and together with the DGH Issuer, each a “WBD Issuer” and collectively the “WBD Issuers”), as applicable, and (ii) offers to exchange (the “Exchange Offers” and each, an “Exchange Offer” and, together with the Tender Offers, the “Offers” and each, an “Offer”), upon the terms and subject to the conditions set forth in the related exchange offer memorandum (the “Offering Memorandum”), any and all of the identified notes in each series of the Existing Exchange Offer Notes (defined by reference to the table set forth below) (together with the Existing Tender Offer Notes, the “Offer Notes”) issued by the applicable WBD Issuer for notes to be newly issued by Paramount.
The Expiration Dates for the Tender Offers and Exchange Offers (as defined in each of the Offer to Purchase and Offering Memorandum, respectively) have been extended to 5:00 p.m., New York City time, on August 7, 2026, unless further extended. The Settlement Dates for the Tender Offers and Exchange Offers (as defined in each of the Offer to Purchase and Offering Memorandum, respectively) will occur promptly after the Expiration Date and are currently anticipated to occur in the third quarter of 2026. Paramount anticipates extending the Expiration Date for such Tender Offers and Exchange Offers until such time that would result in the Settlement Dates occurring on or promptly following the closing date of the proposed acquisition (the “Acquisition”) by Paramount of Warner Bros. Discovery, Inc. (“WBD”). Tenders of the Offer Notes in the Offers may be withdrawn at any time prior to the Expiration Date. The aforementioned extensions further extend the Expiration Dates previously extended by Paramount on June 12, 2026, June 26, 2026, July 13, 2026, and July 17, 2026.
As of 5:00 p.m., New York City time, on July 23, 2026, approximately 66.17% and 76.38% of the aggregate principal amount of the Existing Tender Offer Notes and Existing Exchange Offer Notes, respectively, have been validly tendered in the applicable Offers. As Paramount previously announced that it anticipates extending the Offers to align with the closing date of the Acquisition, Paramount does not view these figures to be representative of the final results of the applicable Offers.
Information about each series of Offer Notes eligible to participate in the Offers is summarized below.
Type of Offer
Offer Notes to be Tendered
or Exchanged, as
Applicable
Issuer of Offer Notes
CUSIP No. / Common Code
/ ISIN Eligible to
Participate in the Offers (1)
Aggregate Principal
Amount of Offer Notes
Eligible to Participate in the
Offers (2)
Tender Offer
3.950% Senior Notes due 2028
DCL Issuer
25470D CP2
US25470DCP24
$1,234,458,000
Exchange Offer
4.125% Senior Notes due 2029
DCL Issuer
25470D CQ0
US25470DCQ07
$655,825,000
Exchange Offer
3.625% Senior Notes due 2030
DCL Issuer
25470D CR8
US25470DCR89
$914,183,000
Exchange Offer
5.000% Senior Notes due 2037
DCL Issuer
25470D CS6
US25470DCS62
$453,281,000
Exchange Offer
6.350% Senior Notes due 2040
DCL Issuer
25470D CT4
US25470DCT46
$438,102,000
Exchange Offer
4.950% Senior Notes due 2042
DCL Issuer
25470D CU1
US25470DCU19
$130,366,000
Exchange Offer
4.875% Senior Notes due 2043
DCL Issuer
25470D V91 CV9US25470DC
$141,584,000
Exchange Offer
5.200% Senior Notes due 2047
DCL Issuer
25470D W74 CW7US25470DC
$3,161,000
Exchange Offer
5.300% Senior Notes due 2049
DCL Issuer
25470D X57 CX5US25470DC
$247,860,000
Tender Offer
3.755% Senior Notes due 2027
DGH Issuer
254948 AH5
US254948AH58
254948 AN2
US254948AN27
U25483 AA3
USU25483AA38
$1,189,336,000
Exchange Offer
4.054% Senior Notes due 2029
DGH Issuer
254948 AJ1
US254948AJ15
254948 AP7
US254948AP74
U25483 AB1
USU25483AB11
$1,353,828,000
Exchange Offer
4.279% Senior Notes due 2032
DGH Issuer
254948 AK8
US254948AK87
254948 AQ5
US254948AQ57
$2,691,764,000
Exchange Offer
5.050% Senior Notes due 2042
DGH Issuer
254948 AL6
US254948AL60
254948 AR3
US254948AR31
U25483 AD7
USU25483AD76
$4,104,687,000
Exchange Offer
5.141% Senior Notes due 2052
DGH Issuer
254948 AM4
US254948AM44
254948 AS1
US254948AS14
$949,883,000
Exchange Offer
4.302% Senior Notes due 2030
DGH Issuer
XS3393993285
339399328
€234,382,000
Exchange Offer
4.693% Senior Notes due 2033
DGH Issuer
XS3393994507
339399450
€316,641,000
1
No representation is made as to the correctness or accuracy of the identifiers listed in this press release or printed on the Offer Notes. Such identifiers are provided solely for the convenience of the holders.
2
Represents the aggregate principal amount of Offer Notes outstanding that are eligible to participate in the Offers.
The Exchange Offers are being made pursuant to an exemption from the registration requirements of the U.S. Securities Act of 1933, as amended (the “Securities Act”), and the rules and regulations of the Securities and Exchange Commission (the “SEC”) promulgated thereunder, and are also not being registered under any state or foreign securities laws. Any securities offered pursuant to the Exchange Offers may not be offered or sold in the United States or to any U.S. persons (as defined below) except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. The Exchange Offers will only be made, and the securities offered pursuant to the Exchange Offers are only being offered and issued, to holders of applicable Existing Exchange Offer Notes who are (a) reasonably believed to be “qualified institutional buyers” as defined in Rule 144A under the Securities Act or (b) not “U.S. persons,” as defined in Rule 902 of Regulation S under the Securities Act (such holders, “Eligible Holders”), and only Eligible Holders who have completed and returned the eligibility certification are authorized to receive or review the Offering Memorandum or to participate in the Exchange Offers. The eligibility certification is available electronically at: https://gbsc-usa.com/eligibility/paramount.
General
Each Offer is a separate offer, and each may be individually consummated, amended, extended, terminated, or withdrawn, subject to certain conditions and applicable law, at any time in Paramount’s sole discretion, and without also consummating, amending, extending, terminating, or withdrawing any other Offer with respect to any other series of Offer Notes. Paramount may terminate an Offer if any of the conditions of such Offer described in the Offer to Purchase or Offering Memorandum, as applicable, are not satisfied or waived by the applicable Expiration Date, subject to applicable law. In addition, Paramount may waive the conditions to an Offer without extending such Offer in accordance with applicable law.
The Offers are being made solely by Paramount and are not being made by WBD or the WBD Issuers. None of Paramount, WBD, the WBD Issuers, the Dealer Managers, the Exchange Agent (as defined below), the Information Agent (as defined below), the trustees under each of the indentures governing the Offer Notes, the trustee or collateral agent under the indenture that will govern the notes to be issued in the Exchange Offers, or any affiliate of any of them makes any recommendation as to whether any holder of Offer Notes should tender or refrain from tendering all or any portion of the principal amount of such holder’s Offer Notes for cash or notes to be issued in the Exchange Offers. No one has been authorized by any of them to make such a recommendation. Holders must make their own decision whether to tender Offer Notes in any Offer and, if so, the amount of Offer Notes to tender.
Only Eligible Holders may receive a copy of the Offering Memorandum and participate in the Exchange Offers. Paramount has engaged Global Bondholder Services Corporation to act as the exchange agent (in such capacity, the “Exchange Agent”) and information agent (in such capacity, the “Information Agent”) for the Offers. Questions concerning the Offers, or requests for additional copies of the Offer to Purchase or Offering Memorandum or other related documents, may be directed to Corporate Actions by telephone at (855) 654-2014 (U.S. toll-free) or (212) 430-3774 (banks and brokers) or by email at contact@gbsc-usa.com. Holders should also consult their broker, dealer, commercial bank, trust company or other institution for assistance concerning the Offers. The Exchange Offer documents and the Tender Offer documents can be accessed at the following link: https://gbsc-usa.com/paramount.
Paramount has engaged BofA Securities and Citigroup as dealer managers (in such capacity, the “Dealer Managers”) for the Offers. Holders with questions regarding the Offers should contact BofA Securities, Inc. at +1 (888) 292-0070 (toll-free) or +1 (980) 388-3646 (collect) or debt_advisory@bofa.com or Citigroup Global Markets Inc. at +1 (800) 558-3745 (toll-free) or +1 (212) 723-6106 or ny.liabilitymanagement@citi.com. Latham & Watkins LLP is serving as legal counsel to Paramount and Cahill Gordon & Reindel LLP is serving as legal counsel to the Dealer Managers.
This press release is for informational purposes only and does not constitute an offer to sell, or a solicitation of an offer to buy, any security, and does not constitute an offer, solicitation, or sale of any security in any jurisdiction in which such offer, solicitation, or sale would be unlawful.
About Paramount, a Skydance Corporation
Paramount, a Skydance Corporation is a next-generation global media and entertainment company, comprised of three business segments: Studios, Direct-to-Consumer, and TV Media. PSKY’s portfolio unites legendary brands, including Paramount Pictures, Paramount Television, CBS, CBS News, CBS Sports, Nickelodeon, MTV, BET, Comedy Central, Showtime, Paramount+, Pluto TV, and Skydance Animation, Film, Television, Interactive/Games, and Paramount Sports Entertainment.
PSKY-IR
Cautionary Note Concerning Forward-Looking Statements
This communication contains “forward-looking statements” regarding the Acquisition and the other transactions referred to herein. The reader is cautioned not to rely on these forward-looking statements. These statements are based on current expectations of future events. If underlying assumptions prove inaccurate or known or unknown risks or uncertainties materialize, actual results could vary materially from the expectations and projections of Paramount. Risks and uncertainties include, but are not limited to: the risk that the closing conditions for the Acquisition will not be satisfied, including the risk that clearances under applicable antitrust or regulatory laws will not be obtained or will be obtained subject to conditions that are not anticipated; the possibility that the transactions described herein will not be completed in the expected timeframe or at all; the occurrence of any event, change or other circumstances that could give rise to the termination of the Acquisition; potential adverse effects to the businesses of Paramount or WBD during the pendency of the Acquisition, such as employee departures or distraction of management from business operations; negative effects of the announcement or the consummation of the Acquisition on the market price of WBD or Paramount stock; the risk of stockholder litigation relating to the Acquisition, including resulting expense or delay; the potential that the expected benefits and opportunities of the Acquisition, if completed, may not be realized or may take longer to realize than expected; risks related to the streaming business of the post-Acquisition combined business (the “Combined Company”); the adverse impact on the Combined Company’s advertising revenues as a result of changes in consumer behavior, advertising market conditions, and deficiencies in audience measurement; risks related to operating in highly competitive and dynamic industries; the unpredictable nature of consumer behavior, as well as evolving technologies and distribution models; risks related to the Combined Company’s decision to invest in new businesses, products, services, and technologies, and the evolution of the Combined Company’s business strategy; the potential for loss of carriage or other reduction in, or the impact of negotiations for, the distribution of the Combined Company’s content; damage to the Combined Company’s reputation or brands; losses due to asset impairment charges for goodwill, content and long-lived assets, including finite-lived intangible assets; liabilities related to discontinued operations and former businesses; increasing scrutiny of, and evolving expectations for, sustainability initiatives; evolving business continuity, cybersecurity, privacy and data protection and similar risks; challenges in protecting and maintaining the Combined Company’s intellectual property rights; domestic and global political, economic and regulatory factors affecting the Combined Company’s business generally or the Acquisition; the inability to hire or retain key employees or secure creative talent; disruptions to the Combined Company’s operations as a result of labor disputes; risks and costs associated with the integration of, and Paramount’s ability to integrate, the businesses of Paramount Global, Skydance Media, LLC, and WBD successfully and to achieve anticipated synergies, including in the amounts or on the timelines anticipated to realize such synergies; litigation related to the Acquisition and other matters or transactions; risks associated with the Combined Company’s holding company structure, including its dependence on distributions from its subsidiaries to meet tax obligations and other cash requirements; risks related to our indebtedness, including our substantial outstanding debt obligations, our ability to incur substantially more debt and our ability to meet the financial and other covenants contained in the agreements governing the indebtedness of Paramount, WBD, or the Combined Company. A further list and description of these risks, uncertainties and other factors and the general risks associated with the respective businesses of Paramount and WBD can be found in Paramount’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025, filed with the SEC on February 25, 2026, including in the sections captioned “Cautionary Note Concerning Forward-Looking Statements” and “Item 1A. Risk Factors,” Paramount’s most recently filed Quarterly Report on Form 10-Q for the quarter ended March 31, 2026, filed with the SEC on May 4, 2026, including in the sections captioned “Cautionary Note Concerning Forward-Looking Statements” and “Item 1A. Risk Factors,” and Paramount’s subsequent filings with the SEC, and in WBD’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025, filed with the SEC on February 27, 2026, including in the section captioned “Item 1A. Risk Factors,” WBD’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2026, filed with the SEC on May 6, 2026, and WBD’s subsequent filings with the SEC. Neither Paramount nor WBD undertakes to update any forward-looking statement as a result of new information or future events or developments, except as required by law.
View original content:https://www.prnewswire.com/news-releases/paramount-skydance-corporation-announces-extension-of-expiration-dates-of-previously-announced-exchange-offers-and-tender-offers-302834084.html
SOURCE Paramount Skydance Corporation
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