Local Bounti, Disruptive AgTech Company Redefining the Future of Farming, to Go Public in $1.1B SPAC Deal via Leo Holdings III Corp.

Local Bounti, Disruptive AgTech Company Redefining the Future of Farming, to Go Public in $1.1B SPAC Deal via Leo Holdings III Corp.

A leader in controlled environment agriculture istransforming the production and delivery of local, fresh and sustainably-grown leafy greens produce across the U.S.

  • Local Bounti has entered into a definitive merger agreement with Leo Holdings III Corp. (NYSE: LIII)
  • Transaction to provide up to $400 million of gross proceeds to the combined company, including $125 million fully committed common stock PIPE at $10.00 per share anchored by existing and new investors, including institutional investors Fidelity Management & Research Company LLC and BNP Paribas Asset Management Ecosystem Restoration Fund, and strategic partners Cargill and Sarath Ratanavadi of Gulf Energy Development Public Company Limited
  • Strategic partner Cargill will invest in the future of this leader in controlled environment agriculture to advance the production and delivery of local, fresh and sustainably-grown leafy greens produce for consumers across the U.S.
  • Pro forma equity value of the merger is approximately $1.1 billion, at the $10.00 per share PIPE price, assuming no redemptions
  • Cargill is separately expecting to provide a $200 million debt facility to accelerate Local Bounti’s expansion plans for this multi-billion-dollar market opportunity

HAMILTON, Mont.–(BUSINESS WIRE)–
Breakthrough U.S. indoor agriculture company Local Bounti Corporation (Local Bounti) has agreed to go public through a merger with Leo Holdings III Corp. (Leo or Leo Holdings) (NYSE: LIII), a publicly-traded special purpose acquisition company, pursuant to a definitive business combination agreement. The transaction values the combined company at an equity value of $1.1 billion (assuming no redemptions) and upon closing of the transaction, the combined company is expected to remain listed on the New York Stock Exchange under the symbol “LOCL”.

Strategic partners include food and agriculture industry giant Cargill and Sarath Ratanavadi, CEO of Gulf Energy Development Public Company Limited − Thailand’s largest private energy and infrastructure company and one of the world’s leaders in sustainable energy − which are investing in the combined company through a private investment in public equity (PIPE) arrangement. Cargill is also expected to provide $200 million in debt financing to accelerate Local Bounti’s expansion plans. Local Bounti plans to use the capital to build local strategically-located indoor farming facilities across the Western U.S. to provide fresh, superior-tasting, long-lasting and sustainably-grown produce with minimal carbon footprint.

Local Bounti Investment Highlights

  • Superior unit economics, with high yield and low-cost operations, enabled by unique hybrid facility configuration that addresses the challenges of conventional greenhouse and vertical farming
  • Producing leafy greens today at initial facility with pipeline to grow to eight facilities and the company expects to have over 30 SKUs by the end of 2025, which extends Local Bounti’s penetration, beginning in the largely untapped Western U.S. market
  • Superior brand and product that is local and sustainable across a growing number of SKUs, currently in more than 400 retail stores, including Associated Food Stores and URM served retail banners such as Rosauers, Super 1 Foods and Yoke’s
  • Strong commitment to Environmental, Social and Governance (ESG) practices and standards, including an executive team member who is Global Reporting Initiative (GRI)-certified to ensure aggressively transparent reporting per GRI and Sustainability Accounting Standards Board
  • Best-in-class, established management team of seasoned veterans at scaling early-stage companies, with Fortune 500 and public company experience

“Today’s announcement takes Local Bounti to the next level in enabling local, sustainable production and delivery of fresh, delicious and nutritious produce, including in regions that traditionally don’t have access to local supply, starting in the Western U.S. and expanding globally,” said Local Bounti Co-Founder and Co-CEO Craig Hurlbert. Based on publicly available market research on CEA, Local Bounti believes the current Western U.S. market opportunity is approximately $10.6 billion, and estimates that the total U.S. market for vegetables and herbs will reach up to $30 billion by 2025.

“We look forward to leveraging our proven business model as we accelerate the building of cutting-edge local production facilities that feature our proprietary IP, referred to as Stack & Flow Technology™, and transforming conventional agriculture practices for the benefit of all our customers, no matter where in the world they’re located,” he said, adding that the company’s growth plans include adding seven new facilities and local leadership in different geographic regions, as well as global expansion of its proprietary technology.

An industry disruptor changing the way food is grown and re-imagining the Farm of the Future™, Local Bounti is a premier controlled environment agriculture (CEA) company redefining ESG standards for indoor agriculture. The company’s unique business model is based on building local facilities, operated by local teams, to deliver the freshest and highest quality produce to local communities while maintaining a limited carbon footprint. Using proprietary technology to grow leafy greens and herbs in a smart, indoor controlled environment − and with a cultivation process that uses 90 percent less water and land than conventional agriculture, free from herbicides or pesticides − Local Bounti delivers high-quality produce that not only has a longer shelf life, but is also superior in taste.

“Local Bounti is set to be a transformational force in the AgTech industry with its demonstrated concept and model in food production and distribution,” said Lyndon Lea, President and CEO of Leo. “Combining Local Bounti’s emphasis on innovation, entrepreneurial spirit, and technology-driven approach with the institutional knowledge of the Leo Holdings team, we are confident in the company’s ability to expand in both reach and consumer offerings.”

Leveraging its innovative proprietary modular and scalable building system, which is designed to easily and efficiently replicate the company’s sustainable indoor farm model, Local Bounti is more than doubling the size of its flagship facility in Hamilton, Montana, and plans to break ground on additional facilities in the Western U.S. before the end of this year.

To learn more about Local Bounti’s unique growing process, diversified product offerings and experienced leadership team, please visit localbounti.com.

Transaction Overview

As a result of the transaction with Leo, Local Bounti will receive up to $400 million in gross proceeds (assuming no redemptions), including $125 million from a fully committed PIPE anchored by existing investors and new investors, including Fidelity Management & Research Company LLC, BNP Paribas Asset Management Ecosystem Restoration Fund and Cargill.

The Boards of Directors of Local Bounti and Leo unanimously approved the transaction, and the transaction will require the approval of the stockholders of both Local Bounti and Leo and is subject to other customary closing conditions. The transaction is expected to close in the second half of 2021.

Additional information about the proposed transaction, including a copy of the merger agreement and investor presentation, will be provided in a Current Report on Form 8-K to be filed by Leo Holdings III with the Securities and Exchange Commission (SEC) and will be available at www.sec.gov. For materials and information, visit the investor section of www.leoholdings.com for Leo, which can be found HERE.

Advisors

Morgan Stanley & Co. LLC, Deutsche Bank Securities Inc. and Nomura Securities International, Inc. served as placement agents on the PIPE and Debevoise & Plimpton LLP served as legal advisor to the placement agents. Kirkland & Ellis LLP served as legal advisor to Leo. Morgan Stanley & Co. LLC and Nomura Greentech served as financial advisors to Local Bounti and Orrick Herrington & Sutcliffe LLP served as legal advisor to Local Bounti.

About Local Bounti

Local Bounti is a premier controlled environment agriculture (CEA) company redefining conversion efficiency and environmental, social and governance (ESG) standards for indoor agriculture. The company operates an advanced indoor growing facility in Hamilton, Montana, within a few hours’ drive of its retail and food service partners. Reaching retail shelves in record time post-harvest, Local Bounti produce is superior in taste and quality compared to traditional field-grown greens. The company’s USDA Harmonized Good Agricultural Practices (GAP Plus+) and non-genetically modified organisms (GMO) produce is sustainably grown using proprietary technology 365 days a year, free of pesticides and herbicides, and using 90 percent less land and water than conventional outdoor farming methods. With a mission to ‘bring our farm to your kitchen in the fewest food miles possible,’ Local Bounti is disrupting the cultivation and delivery of produce. The company is also committed to making meaningful connections and giving back to each of the communities it serves. To find out more, visit localbounti.com or follow the company on LinkedIn for the latest news and developments.

About Leo Holdings III Corp and Leo Holdings

Leo Holdings III Corp is a special purpose acquisition company (SPAC) that seeks to invest in entrepreneurially driven growth companies that seek to disrupt existing industries or business models. The management team has extensive experience owning and operating businesses on a global scale through its private equity vehicle, Lion Capital. Leo Holdings’ management team has collaboratively worked together for over 20 years.

Leo Holdings III Corp is part of a special purpose acquisition company initiative, Leo Holdings, which is focused on investing in disruptive, innovative business models. The initiative seeks businesses positioned to thrive in the evolving digital information age where changing consumer behavior creates the opportunity for outsized returns. In 2020, Leo Holdings Corp entered into a business combination with DMS, a disruptive performance marketing business which delivers high-intent customers while de-risking client advertising spend. Leo Holdings Corp II (LHC) and Leo Holdings III Corp (LIII) are currently listed on the NYSE.

Leo Holdings was formed by the principals of Lion Capital, which is led by Founder and Managing Partner, Lyndon Lea. For more information, visit https://leoholdings.com/.

Cautionary Statement Regarding 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,” “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. These forward-looking statements include, but are not limited to, statements regarding estimates and forecasts of other financial and performance metrics and projections of market opportunity. These statements are based on various assumptions, whether or not identified in this Press Release, and on the current expectations of Local Bounti’s and Leo’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. 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 Local Bounti and Leo. 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 required 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 Leo or Local Bounti is not obtained; failure to realize the anticipated benefits of the proposed transaction; risks relating to the uncertainty of the projected financial information with respect to Local Bounti; the effects of competition on Local Bounti’s future business; the impact of the COVID-19 pandemic on Local Bounti’s business; the ability of Leo or the combined company 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 Leo’s final prospectus dated February 25, 2021 under the heading “Risk Factors,” and other documents of Leo 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 none of Leo or Local Bounti presently know or that Leo or Local Bounti 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 Leo’s and Local Bounti’s expectations, plans or forecasts of future events and views as of the date of this Press Release. Leo and Local Bounti anticipate that subsequent events and developments will cause Leo’s and Local Bounti’s assessments to change. However, while Leo and Local Bounti may elect to update these forward-looking statements at some point in the future, Leo and Local Bounti specifically disclaim any obligation to do so. These forward-looking statements should not be relied upon as representing Leo’s and Local Bounti’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. Certain market data information in this Press Release is based on the estimates of Local Bounti and Leo management. Local Bounti and Leo obtained the industry, market and competitive position data used throughout this Press Release from internal estimates and research as well as from industry publications and research, surveys and studies conducted by third parties. Local Bounti and Leo believe their estimates to be accurate as of the date of this Press Release. However, this information may prove to be inaccurate because of the method by which Local Bounti or Leo obtained some of the data for its estimates or because this information cannot always be verified due to the limits on the availability and reliability of raw data, the voluntary nature of the data gathering process.

Important Information

In connection with the proposed transaction, Leo intends to file a registration statement on Form S-4, including a proxy statement/prospectus (the “Registration Statement”), with the SEC, which will include a preliminary proxy statement to be distributed to holders of Leo’s ordinary shares in connection with Leo’s solicitation of proxies for the vote by Leo’s shareholders with respect to the proposed transaction and other matters as will be described in the Registration Statement, and a prospectus relating to, among other things, the offer of the securities to be issued to Local Bounti’s stockholders in connection with the proposed transaction. After the Registration Statement has been declared effective, Leo will mail a definitive proxy statement/prospectus, when available, to its shareholders. Investors and security holders and other interested parties are urged to read the proxy statement/prospectus, and any amendments thereto and any other documents filed with the SEC when they become available, carefully and in their entirety because they contain important information about Leo, Local Bounti and the proposed transaction. Investors and security holders may obtain free copies of the preliminary proxy statement/prospectus and definitive proxy statement/prospectus (when available) and other documents filed with the SEC by Leo through the website maintained by the SEC at http://www.sec.gov. These documents (when they are available) can also be obtained free of charge from Leo upon written request to Leo by emailing [email protected] or by directing a request to Leo’s secretary at c/o Leo Holdings III Corp, 21 Grosvenor Pl, London SW1X 7HF, United Kingdom.

Participants in the Solicitation

Leo and Local Bounti and their respective directors and certain of their respective executive officers and other members of management and employees may be considered participants in the solicitation of proxies with respect to the proposed transaction. Information about the directors and executive officers of Leo in its final prospectus dated February 25, 2021. Additional information regarding the participants in the proxy solicitation and a description of their direct interests, by security holdings or otherwise, will be set forth in the Registration Statement and other relevant materials to be filed with the SEC regarding the proposed transaction. Stockholders, potential investors and other interested persons should read the Registration Statement carefully before making any voting or investment decisions. These documents, when available, can be obtained free of charge from the sources indicated above.

No Offer or Solicitation

This communication is for informational purposes only and is not intended to and shall not constitute an offer to sell or the solicitation of an offer to sell or the solicitation of an offer to buy or subscribe for any securities or a solicitation of any vote of approval, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended, and otherwise in accordance with applicable law.

Kathleen Valiasek, Chief Financial Officer

Local Bounti

[email protected]

Chloe Gatta

Leo Holdings

[email protected]

KEYWORDS: Montana United States North America

INDUSTRY KEYWORDS: Environment Commercial Building & Real Estate Construction & Property Finance Supermarket Professional Services Food/Beverage Agriculture Retail Natural Resources

MEDIA:

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The Ensign Group, Inc. Declares Quarterly Dividend of $0.0525 Per Share

SAN JUAN CAPISTRANO, Calif., June 18, 2021 (GLOBE NEWSWIRE) — The Ensign Group, Inc. (NASDAQ: ENSG), the parent company of the Ensign™ group of companies, which provide skilled nursing and assisted living services, physical, occupational and speech therapies and other rehabilitative and healthcare services, today announced that it has declared a quarterly cash dividend of $0.0525 per share of Ensign common stock, payable on or before July 31, 2021, to shareholders of record as of June 30, 2021.

Ensign has been a dividend-paying company since 2002.


About Ensign





The Ensign Group, Inc.’s independent operating subsidiaries provide a broad spectrum of skilled nursing and senior living services, physical, occupational and speech therapies and other rehabilitative and healthcare services at 240 healthcare facilities, in Arizona, California, Colorado, Idaho, Iowa, Kansas, Nebraska, Nevada, South Carolina, Texas, Utah, Washington and Wisconsin. More information about Ensign is available at http://www.ensigngroup.net.


Contact Information

The Ensign Group, Inc., (949) 487-9500, [email protected]

SOURCE: The Ensign Group, Inc.



Kirkland Lake Gold Declares Quarterly Dividend Payment

TORONTO, June 17, 2021 (GLOBE NEWSWIRE) — Kirkland Lake Gold Ltd. (“Kirkland Lake Gold” or the “Company”) (TSX:KL) (NYSE:KL) (ASX:KLA) today announced that a quarterly dividend payment for the second quarter of 2021 (“Q2 2021”) of US$0.1875 per common share will be paid on July 14, 2021 to shareholders of record as of the close of business on June 30, 2021. The Q2 2021 payment represents the 17th quarterly dividend payment made to shareholders following the Company’s adoption of a dividend policy in March 2017. The Company’s quarterly dividend qualifies as an “eligible dividend” for Canadian income tax purposes. For Canadian shareholders, the US dollar dividend payment will be converted to Canadian dollars using the spot price exchange rate on July 13, 2021, the day prior to the payment date.


About Kirkland Lake Gold Ltd.

Kirkland Lake Gold Ltd. is a senior gold producer operating in Canada and Australia that is targeting 1,300,000 – 1,400,000 ounces of production in 2021. The production profile of the Company is anchored by three high-quality operations, including the Macassa Mine and Detour Lake Mine, both located in Northern Ontario, and the Fosterville Mine located in the state of Victoria, Australia. Kirkland Lake Gold’s solid base of quality assets is complemented by district scale exploration potential, supported by a strong financial position with extensive management expertise.

For further information on Kirkland Lake Gold and to receive news releases by email, visit the website at www.kl.gold.

FOR FURTHER INFORMATION, PLEASE CONTACT:

Anthony Makuch, President, Chief Executive Officer & Director
Phone: +1 416-840-7884
E-mail: [email protected]

Mark Utting, Senior Vice President, Investor Relations
Phone: +1 416-840-7884
E-mail: [email protected]
Website : www.kl.gold


Cautionary


Note Regarding


Forward-Looking Information

This press release contains statements which constitute “forward-looking information” within the meaning of applicable securities laws, including statements regarding the plans, intentions, beliefs and current expectations of Kirkland Lake Gold with respect to future business activities and operating performance. Forward-looking information
is
often
identified
by
the
words
“may”,
“would”,
“could”,
“should”,
“will”,
“intend”,
“plan”,
“anticipate”, “believe”, “estimate”, “expect” or similar expressions and,
in
this press release, include information regarding planned dividend payments and the management of the Company’s dividend policy. The declaration and payment of
dividends
remains
at
the
discretion
of
the
Board
of
Directors
and
will
depend
on
the
Company’s
financial
results,
cash requirements, future prospects and other factors deemed relevant by the
Board.

Investors are cautioned that forward-looking information is not based on historical facts but instead reflect the Company’s management’s expectations, estimates or projections concerning future results or events based on the opinions, assumptions and estimates of management considered reasonable at the date the statements are made. Although Kirkland Lake Gold believes that the expectations reflected in such forward-looking information are reasonable, such information involves risks and uncertainties, and undue reliance should not be placed on such information,
as
unknown
or
unpredictable
factors
could
have
material
adverse
effects
on
future
results,
performance or achievements of the Company. Among the key factors that could cause actual results to differ materially from those projected in the forward-looking information are the following: the development of the Company’s properties and
the
anticipated
timing
thereof,
expected
production
from,
and
the
further
potential
of
the
Company’s
properties, the potential to increase the levels of mineral resources and mineral reserves and potential conversion of mineral resources; fluctuating gold prices; the anticipated timing and commencement of exploration programs on various targets within the Company’s land holdings and the implication of such exploration programs (including but not limited to any potential decisions to proceed to commercial production), the anticipated overall impact of the Company’s COVID19 response plans, including measures taken by the Company to reduce the spread of COVID19, including but not limited to the rapid testing implemented at Detour Lake, the ability to lower costs and gradually increase
production,
the
ability
of
the
Company
to
successfully
achieve
business
objectives,
the
ability
of
the
Company to
achieve
its
longer-term
outlook
and
the
anticipated
timing
and
results
thereof,
the
performance
of
the
Company’s equity investments and the ability of the Company to realize on its strategic goals with respect to such investments, the effects of unexpected costs, liabilities or delays, the potential benefits and synergies and expectations of other economic, business and or competitive factors and changes in general economic, business and political conditions, including changes in the financial markets; changes in applicable laws. This forward-looking information may be affected by risks and uncertainties in the business of Kirkland Lake Gold and market conditions. This information is qualified
in
its
entirety
by
cautionary
statements
and
risk
factor
disclosure
contained
in
filings
made
by
Kirkland
Lake Gold, including Kirkland Lake Gold’s annual information form for the year ended December
31,
2019 and its annual consolidated financial statements and related MD&A for the period ended December 31, 2021, which are filed with the securities regulatory authorities in certain provinces of Canada and available at


www.sedar.com

.

Should
one
or
more
of
these
risks
or
uncertainties
materialize,
or
should
assumptions
underlying
the
forward-looking information prove incorrect, actual results may vary materially from those described herein as intended, planned, anticipated,
believed,
estimated
or
expected.
Although
Kirkland
Lake
Gold
has
attempted
to
identify
important
risks, uncertainties
and
factors
which
could
cause
actual
results
to
differ
materially,
there
may
be
others
that
cause
results not to be as anticipated, estimated or intended. Kirkland Lake Gold does not intend, and do not assume any obligation, to update this forward-looking information except as otherwise required by applicable
law.

 



TradeUP Global Corporation Announces the Separate Trading of its Class A Ordinary Shares and Warrants, Commencing June 21, 2021

PR Newswire

NEW YORK, June 17, 2021 /PRNewswire/ — TradeUP Global Corporation (NASDAQ: TUGCU) (“TradeUP Global” or the “Company”) announced today that, commencing June 21, 2021, holders of the Units (the “Units”) sold in the Company’s initial public offering (“IPO”) of 4,488,986 Units completed on May 3, 2021, may elect to separately trade the Class A ordinary shares and warrants included in the Units. Each Unit consists of one Class A ordinary share and one-half of one redeemable warrant to purchase one Class A ordinary share. Any Units not separated will continue to trade on the NASDAQ Capital Market (“NASDAQ”) under the symbol “TUGCU”. Any underlying Class A ordinary shares and warrants that are separated will trade on the NASDAQ under the symbols “TUGC” and “TUGCW,” respectively. No fractional warrants will be issued upon separation of the Units and only whole warrants will trade. Holders of Units will need to have their brokers contact the Company’s transfer agent, VStock Transfer, LLC, in order to separate the holders’ Units into Class A ordinary shares and warrants.

The Units were initially offered by the company in an underwritten offering. US Tiger Securities, Inc. is acting as the lead book running manager in the offering. R.F. Lafferty & Co., Inc. and Ingalls & Snyder, LLC are acting as joint book running managers. R.F. Lafferty & Co., Inc. is also acting as qualified independent underwriter.

A registration statement relating to these securities has been filed with the Securities and Exchange Commission (“SEC”) and became effective on April 28, 2021. The offering is being made only by means of a prospectus, copies of which may be obtained, when available, by contacting US Tiger Securities, Inc., 437 Madison Avenue, 27th Floor, New York, New York 10022; email: [email protected]. Copies of the registration statement can be accessed through the SEC’s website at www.sec.gov.

This press release shall not constitute an offer to sell or a solicitation of an offer to buy, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

About TradeUP Global Corporation

TradeUP Global Corporation is a newly incorporated blank check company formed as a Cayman Islands exempted company for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses.


Forward Looking Statements

This press release may include “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934. All statements other than statements of historical fact included in this press release are forward-looking statements. Forward-looking statements are subject to numerous conditions, risks and changes in circumstances, many of which are beyond the control of the Company, including those set forth in the “Risk Factors” section of the Company’s registration statement, as amended from time to time, and prospectus for the offering filed with the SEC. Such forward-looking statements include the successful consummation of the Company’s initial public offering or exercise of the underwriters’ over-allotment option. The Company expressly disclaims any obligations or undertaking to release publicly any updates or revisions to any forward-looking statements contained herein to reflect any change in the Company’s expectations with respect thereto or any change in events, conditions or circumstances on which any statement is based.

Cision View original content to download multimedia:http://www.prnewswire.com/news-releases/tradeup-global-corporation-announces-the-separate-trading-of-its-class-a-ordinary-shares-and-warrants-commencing-june-21-2021-301315144.html

SOURCE TradeUP Global Corporation

XPO Logistics Announces Pricing of GXO’s $800 Million Notes Offering

GREENWICH, Conn., June 17, 2021 (GLOBE NEWSWIRE) —  XPO Logistics, Inc. (“XPO” or the “company”) (NYSE: XPO) today announced that GXO Logistics, Inc. (“GXO”), its wholly owned subsidiary, has priced an offering of $800 million of 144A notes with registration rights, consisting of $400 million of notes due 2026 (the “2026 notes”) and $400 million of notes due 2031 (the “2031 notes”, and together with the 2026 notes, the “notes”). GXO is expected to become a separate publicly traded company through the previously announced spin-off of XPO’s logistics segment (the “spin-off”). The closing of the offering of the notes is expected to occur on or about July 2, 2021, subject to customary closing conditions.

The 2026 notes will bear interest at a rate of 1.650% per annum payable semiannually in cash in arrears on January 15 and July 15 of each year, beginning January 15, 2022 and will mature on July 15, 2026. The 2031 notes will bear interest at a rate of 2.650% per annum payable semiannually in cash in arrears on January 15 and July 15 of each year, beginning January 15, 2022 and will mature on July 15, 2031.

GXO intends to use the net proceeds from the sale of the notes to fund a cash distribution to XPO, to provide working capital to GXO and/or to pay fees, costs and expenses incurred in connection with the spin-off, the notes offering and related transactions. The net proceeds from the notes offering will be held in escrow until satisfaction of certain conditions relating to the spin-off.

Baris Oran, chief financial officer of the planned GXO spin-off, said, “We’re pleased with the successful outcome of the $800 million debt offering we priced today. We’ve completed another major step forward in the separation of GXO as a global, pure-play logistics company.”

The notes are being offered only to qualified institutional buyers in reliance on Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”), and outside the United States, only to non-U.S. investors pursuant to Regulation S. The notes will not be registered under the Securities Act or any state securities laws and may not be offered or sold in the United States absent an effective registration statement or an applicable exemption from registration requirements or a transaction not subject to the registration requirements of the Securities Act or any state securities laws.

Wachtell, Lipton, Rosen & Katz is legal counsel to XPO and GXO in connection with the notes offering.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy any security and shall not constitute an offer, solicitation or sale in any jurisdiction in which such offering, solicitation or sale would be unlawful. Any offers of the notes will be made only by means of a private offering memorandum.

About the GXO Spin-Off

XPO expects to spin off its logistics segment in the third quarter of 2021 as GXO, creating two, pure-play industry powerhouses. The separation would create two independent public companies with distinct investment identities and service offerings in vast addressable markets. GXO would be the second largest contract logistics company in the world, and XPO would be a leading provider of transportation services, primarily less-than-truckload transportation and truck brokerage. Completion of the spin-off is subject to various conditions, and there can be no assurance that the transaction will occur or, if it does occur, of its terms or timing.

About XPO Logistics, Inc.

XPO Logistics, Inc. (NYSE: XPO) provides cutting-edge supply chain solutions to the most successful companies in the world, with two business segments: transportation and logistics. The company helps more than 50,000 customers manage their supply chains most efficiently, using a network of 1,621 locations in 30 countries and approximately 140,000 team members, including 108,000 employees and 32,000 temporary workers. The company’s corporate headquarters are in Greenwich, Conn., USA.


Forward-looking Statements

This press release includes forward-looking statements within the meaning of Section 27A of the Securities Act, and Section 21E of the Securities Exchange Act of 1934, as amended. All statements other than statements of historical fact are, or may be deemed to be, forward-looking statements, including the statements above regarding plans, benefits and timing of the contemplated spin-off transaction. In some cases, forward-looking statements can be identified by the use of forward-looking terms such as “anticipate,” “estimate,” “believe,” “continue,” “could,” “intend,” “may,” “plan,” “potential,” “predict,” “should,” “will,” “expect,” “objective,” “projection,” “forecast,” “goal,” “guidance,” “outlook,” “effort,” “target,” “trajectory” or the negative of these terms or other comparable terms. However, the absence of these words does not mean that the statements are not forward-looking. These forward-looking statements are based on certain assumptions and analyses made by the company in light of its experience and its perception of historical trends, current conditions and expected future developments, as well as other factors the company believes are appropriate in the circumstances.

These forward-looking statements are subject to known and unknown risks, uncertainties and assumptions that may cause actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by such forward-looking statements. Factors that might cause or contribute to a material difference include, but are not limited to, the risks discussed in our filings with the SEC and the following: economic conditions generally; the severity, magnitude, duration and aftereffects of the COVID-19 pandemic and government responses to the COVID-19 pandemic; our ability to align our investments in capital assets, including equipment, service centers and warehouses, to our customers’ demands; our ability to implement our cost and revenue initiatives; our ability to successfully integrate and realize anticipated synergies, cost savings and profit improvement opportunities with respect to acquired companies; matters related to our intellectual property rights; fluctuations in currency exchange rates; fuel price and fuel surcharge changes; natural disasters, terrorist attacks or similar incidents; risks and uncertainties regarding the potential timing and expected benefits of the proposed spin-off of our logistics segment, including final approval for the proposed spin-off and the risk that the spin-off may not be completed on the terms or timeline currently contemplated, if at all; the impact of the proposed spin-off on the size and business diversity of our company; the ability of the proposed spin-off to qualify for tax-free treatment for U.S. federal income tax purposes; our ability to develop and implement suitable information technology systems and prevent failures in or breaches of such systems; our substantial indebtedness; our ability to raise debt and equity capital; fluctuations in fixed and floating interest rates; our ability to maintain positive relationships with our network of third-party transportation providers; our ability to attract and retain qualified drivers; labor matters, including our ability to manage our subcontractors, and risks associated with labor disputes at our customers and efforts by labor organizations to organize our employees; litigation, including litigation related to alleged misclassification of independent contractors and securities class actions; risks associated with our self-insured claims; risks associated with defined benefit plans for our current and former employees; and governmental regulation, including trade compliance laws, as well as changes in international trade policies and tax regimes; governmental or political actions, including the United Kingdom’s exit from the European Union; and competition and pricing pressures.

All forward-looking statements set forth in this release are qualified by these cautionary statements and there can be no assurance that the actual results or developments anticipated by us will be realized or, even if substantially realized, that they will have the expected consequences to or effects on us or our business or operations. Forward-looking statements set forth in this release speak only as of the date hereof, and we do not undertake any obligation to update forward-looking statements to reflect subsequent events or circumstances, changes in expectations or the occurrence of unanticipated events, except to the extent required by law.

Investor Contact

XPO Logistics, Inc.
Tavio Headley
+1-203-413-4006
[email protected]

Media Contact

XPO Logistics, Inc.
Joe Checkler
+1-203-423-2098
[email protected]



Xos Highlights How its Flex Manufacturing Strategy is More Cost and Time Efficient

Xos Highlights How its Flex Manufacturing Strategy is More Cost and Time Efficient

Leverages existing facilities and labor talent through strategic manufacturing partnerships

Enables Xos to assemble up to 5,000 vehicles annually per facility at a cost approximately 80% less than a traditional large-scale automotive manufacturing facility

LOS ANGELES–(BUSINESS WIRE)–
Xos, Inc., a leading manufacturer of fully electric Class 5 to Class 8 commercial vehicles (“Xos” or the “Company”) that recently announced a planned business combination with NextGen Acquisition Corporation (NASDAQ: NGAC) (“NextGen”), highlighted how its flex manufacturing strategy, factory management systems and line design will reduce costs, development time and footprint across all stages of the manufacturing process.

This press release features multimedia. View the full release here: https://www.businesswire.com/news/home/20210617005889/en/

For more information on Xos’ flex manufacturing journey, please watch the following short video.

Xos’ flex manufacturing strategy is an efficient and scalable strategy that leverages the Company’s strategic partners’ existing facilities and labor to assemble vehicles, enabling Xos to scale production in a capital efficient manner and in lockstep with market demand. Using this strategy, Xos will be able to assemble up to 5,000 vehicles annually per facility at a cost of approximately $45 million dollars per facility build out – approximately 80% less than a traditional large-scale automotive manufacturing facility. Xos is already building production vehicles through these facilities today.

Xos has established relationships with leading global and national commercial vehicle manufacturers that provide facilities and labor to assemble its vehicles. Xos has partnerships with Metalsa, a leading global manufacturer of frame and chassis systems for commercial vehicles, and Fitzgerald Manufacturing Partners, a manufacturing body in the Southeast United States.

“Xos uses a flexible manufacturing approach that is leaner and faster than the legacy assembly line approach to manufacturing. The facilities’ smaller footprint and the utilization of existing facilities and labor allows us to establish each flex facility in under one year, and for much less capital than a larger, traditional plant. We expect that we will be able to bring facilities online in lockstep with our order book and address market demand in real-time ahead of competitors with longer lead-time manufacturing strategies,” said Dag Reckhorn, Xos’ Vice President of Manufacturing. “Our flex manufacturing approach allows us to fulfill our customer orders faster and with greater cost efficiency.”

Xos plans to close its previously announced business combination with NextGen in the third quarter of 2021.

About Xos, Inc.

Xos, Inc. is an electric mobility company dedicated to making fleets more efficient. Xos designs and develops fully electric battery mobility systems specifically for commercial fleets. The company’s primary focus is on medium- and heavy-duty commercial vehicles that travel on “last mile” routes (i.e. predictable routes that are less than 200 miles per day). The company leverages its proprietary technologies to provide commercial fleets zero emission vehicles that are easier to maintain and more cost-efficient on a total cost of ownership (TCO) basis than their internal combustion engine and commercial EV counterparts. For more information, please visit www.xostrucks.com.

About NextGen

NextGen Acquisition Corporation is a blank check company whose business purpose is to effect a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses. NextGen is led by George Mattson, a former Partner at Goldman, Sachs & Co., and Gregory Summe, former Chairman and CEO of Perkin Elmer and Vice Chairman of the Carlyle Group. NextGen is listed on NASDAQ under the ticker symbol “NGAC.” For more information, please visit www.nextgenacq.com.

IMPORTANT LEGAL INFORMATION

Additional Information and Where to Find It

This document relates to a proposed transaction between Xos and NextGen. This document is not a proxy statement or solicitation of a proxy, consent or authorization with respect to any securities or in respect of the potential transaction and shall not constitute an offer to sell or a solicitation of an offer to buy any securities, nor shall there be any sale of 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 state or jurisdiction. In connection with the proposed transaction, NextGen initially filed a registration statement on Form S-4 with the SEC on May 14, 2021, which includes a document that serves as a prospectus and proxy statement of NextGen (the “proxy statement/prospectus”). The proxy statement/prospectus will be sent to all NextGen shareholders. NextGen also will file other documents regarding the proposed transaction with the SEC. Before making any voting decision, investors and security holders of NextGen are urged to read the registration statement, the proxy statement/prospectus included therein and all other relevant documents filed or that will be filed with the SEC in connection with the proposed transaction as they become available because they will contain important information about the proposed transaction.

Investors and security holders may obtain free copies of the registration statement, the proxy statement/prospectus included therein and all other relevant documents filed or that will be filed with the SEC by NextGen through the website maintained by the SEC at www.sec.gov.

The documents filed by NextGen with the SEC also may be obtained free of charge at NextGen’s website at https://www.nextgenacq.com/nextgen-i.html or upon written request to 2255 Glades Road, Suite 324A, Boca Raton, Florida 33431.

Participants in the Solicitation

NextGen and Xos and their respective directors and executive officers may be deemed to be participants in the solicitation of proxies from NextGen’s shareholders in connection with the proposed transaction. Additional information regarding the interests of those persons and other persons who may be deemed participants in the proposed transaction may be obtained by reading the proxy statement/prospectus. You may obtain a free copy of this document as described in the preceding paragraph.

Cautionary Statement Regarding Forward-Looking Statements

This press release contains certain forward-looking statements within the meaning of the federal securities laws with respect to the proposed transaction between Xos and NextGen, including statements regarding the anticipated timing of the transaction and the products, customers and markets of Xos. These forward-looking statements generally are identified by the words “believe,” “project,” “expect,” “anticipate,” “estimate,” “intend,” “strategy,” “future,” “opportunity,” “plan,” “may,” “should,” “will,” “would,” “will be,” “will continue,” “will likely result,” and similar expressions. Forward-looking statements are predictions, projections and other statements about future events that are based on current expectations and assumptions and, as a result, are subject to risks and uncertainties. Many factors could cause actual future events to differ materially from the forward-looking statements in this press release, including but not limited to: (i) the risk that the transaction may not be completed in a timely manner or at all, which may adversely affect the price of NextGen’s securities, (ii) the risk that the transaction may not be completed by NextGen’s business combination deadline and the potential failure to obtain an extension of the business combination deadline if sought by NextGen, (iii) the failure to satisfy the conditions to the consummation of the transaction, including the adoption of the Merger Agreement by the shareholders of NextGen, the availability of the minimum amount of cash available in the trust account in which substantially all of the proceeds of NextGen’s initial public offering and private placements of its warrants have been deposited following redemptions by NextGen’s public shareholders and the receipt of certain governmental and regulatory approvals, (iv) the lack of a third party valuation in determining whether or not to pursue the proposed transaction, (v) the inability to complete the PIPE investment in connection with the transaction, (vi) the occurrence of any event, change or other circumstance that could give rise to the termination of the Merger Agreement, (vii) the effect of the announcement or pendency of the transaction on Xos’s business relationships, operating results, and business generally, (viii) risks that the proposed transaction disrupts current plans and operations of Xos and potential difficulties in Xos employee retention as a result of the transaction, (ix) the outcome of any legal proceedings that may be instituted against Xos or against NextGen related to the Merger Agreement or the proposed transaction, (x) the ability to maintain the listing of NextGen’s securities on a national securities exchange, (xi) the price of NextGen’s securities may be volatile due to a variety of factors, including changes in the competitive and regulated industries in which NextGen plans to operate or Xos operates, variations in operating performance across competitors, changes in laws and regulations affecting NextGen’s or Xos’s business, Xos’s inability to implement its business plan or meet or exceed its financial projections and changes in the combined capital structure, (xii) the ability to implement business plans, forecasts, and other expectations after the completion of the proposed transaction, and identify and realize additional opportunities, and (xiii) the risk of downturns and a changing regulatory landscape in the highly competitive electric vehicle industry. The foregoing list of factors is not exhaustive. You should carefully consider the foregoing factors and the other risks and uncertainties described in the “Risk Factors” section of NextGen’s registration statement on Form S-1 (File No. 333-248921), the registration statement on Form S-4 discussed above, the proxy statement/prospectus and other documents filed or that may be filed by NextGen from time to time with the SEC. These filings identify and address other important risks and uncertainties that could cause actual events and results to differ materially from those contained in the forward-looking statements. Forward-looking statements speak only as of the date they are made. Readers are cautioned not to put undue reliance on forward looking statements, and Xos and NextGen assume no obligation and do not intend to update or revise these forward-looking statements, whether as a result of new information, future events, or otherwise. Neither Xos nor NextGen gives any assurance that either Xos or NextGen, or the combined company, will achieve its expectations.

Xos Investor Relations

[email protected]

Xos Media Relations

[email protected]

NextGen

[email protected]

KEYWORDS: United States North America California

INDUSTRY KEYWORDS: Trucking Automotive Automotive Manufacturing Transport Manufacturing Alternative Vehicles/Fuels Other Manufacturing

MEDIA:

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Birks Group Reports its Fiscal 2021 Results

Canada NewsWire

MONTREAL, June 17, 2021 /CNW/ – Birks Group Inc. (the “Company” or “Birks Group”) (NYSE American: BGI), today reported its financial results for the fiscal year ended March 27, 2021.

Highlights

All figures presented herein are in Canadian dollars.

The Company’s financial results for the fiscal year ended March 27, 2021 were significantly impacted by the COVID-19 pandemic, most notably by the temporary closure of certain of the Company’s stores at intermittent periods during fiscal 2021 as a consequence of the restrictions imposed by provincial governmental authorities.

During the fiscal year ended March 27, 2021, or fiscal 2021, the Company achieved net sales of $143.1 million, a decrease of $26.3 million, or 15.5%, from the fiscal year ended March 28, 2020, or fiscal 2020, yielding gross profit of $56.4 million, a decrease of $8.1 million, or 12.6%, compared to fiscal 2020, as a direct result of the negative impacts of COVID-19.

Gross profit as a percentage of sales was 39.4%, an increase of 130 basis points from the gross profit as a percentage of sales of 38.1% in fiscal 2020. Despite the decline in sales and gross profit volumes, the Company was able, through its proactive management of the impact of the pandemic, to control costs. Total operating expenses were $59.2 million in the fiscal year ended March 27, 2021, representing a decrease of $11.8 million, or 16.6%, as compared to fiscal 2020. The Company’s fiscal 2021 EBITDA(1) was $2.6 million, an increase of $4.3 million compared to EBITDA(1) of negative $1.7 million for fiscal 2020.

As of June 17, 2021, 20 of the Company’s 29 stores are open, albeit at reduced operating hours. The remaining nine stores, all located in Ontario, are expected to remain closed for in-person shopping in accordance with the Ontario government’s orders until at least July 6, 2021.

Mr. Jean-Christophe Bédos, President and Chief Executive Officer of Birks Group, commented: “I am very proud of how we have navigated through the challenges brought about by COVID-19 during the past fiscal year and I believe that our results reflect the agility, hard work and adaptability of our employees as we ended the year stronger than we started. In response to the pandemic, our teams reacted very quickly to ensure that we continuously met the evolving needs of our customers throughout these unprecedented times, including the improvement of our omni-channel offering which was reflected in the 201% increase in our e-commerce sales during fiscal 2021.”

Mr. Bédos further commented: “Thanks to our disciplined approach at managing liquidity, our focus on cost containment and our emphasis on generating revenues from our retail network while open under strict health and safety protocols, our concierge service, and our e-commerce business, as well as the continued support from our key stakeholders and partners, we have been able to achieve improved results in fiscal 2021 as compared to last year. Looking forward, I believe that the actions we have taken since the start of the pandemic and our lessons learned have placed the Company in a stronger position in terms of customer focus and dedication, innovation, and productivity which we can leverage to fuel long-term growth.”

Financial overview for the fiscal 2021:

  • Net sales were $143.1 million for fiscal 2021, a decrease of $26.3 million, or 15.5% compared to net sales of $169.4 million in fiscal 2020. The decrease in net sales in fiscal 2021 was primarily attributable to the effects of COVID-19, and the resulting temporary closures of all stores across the retail channel, which were in effect throughout the first quarter of fiscal 2021 and the temporary closures of certain stores (in Ontario, Québec and Manitoba) at intermittent periods throughout the fiscal year including during the third and fourth quarters of fiscal 2021. The overall decrease was partially offset by strong e-commerce sales, growing by 201% and representing approximately 4.9% of total net sales, as compared to approximately 1.4% in fiscal 2020.
  • Comparable store sales decreased by 14.3% compared to fiscal 2020 driven primarily by the temporary store closures in fiscal 2021 due to the COVID-19 pandemic.
  • Gross profit was $56.4 million, or 39.4% of net sales, for fiscal 2021 compared to $64.5 million, or 38.1% of net sales, for fiscal 2020. This decrease was primarily due to the reduction of sales volume caused by COVID-19, partially offset by an improvement of gross margin of 130 basis points. The increase of 130 basis points in gross margin percentage was mainly attributable to the Company’s strategic focus on reducing sales promotions and discounting, and foreign currency gains due to the strengthened Canadian dollar, partially offset by a shift in product sales mix towards branded timepieces.
  • SG&A expenses were $53.7 million, or 37.5% of net sales, in fiscal 2021 compared to $65.9 million, or 38.9% of net sales, in fiscal 2020. SG&A expenses in fiscal 2021 decreased by $12.2 million versus SG&A expenses in fiscal 2020. This decrease was driven primarily by the effects of COVID-19 and various cost containment initiatives undertaken by management including lower occupancy costs ($3.5 million) driven by the negotiation of rent abatements with the Company’s landlords, lower compensation costs ($6.5 million) driven by the impact of temporary lay-offs, reduced operating hours at retail locations, lower sales commissions due to the decrease in net sales, and temporary wage reductions at the corporate head office, wage subsidies ($1.4 million) and rent subsidies ($0.5 million), lower credit cards fees ($0.7 million) due to lower sales volume, lower marketing costs ($1.0 million) and lower general operating costs ($2.5 million) driven by cost containment measures. These year-over-year reductions in SG&A expenses were partially offset by the impact of the revaluation of certain deferred stock units, restricted stock units and share appreciation rights which increased the Company’s non-cash stock based compensation expense ($3.6 million) during the year due to the fluctuations in the Company’s stock price during the fiscal year. As a percentage of sales, SG&A expenses in fiscal 2021 have decreased by 140 basis points as compared to fiscal 2020.
  • The Company’s fiscal 2021 EBITDA(1) was $2.6 million, an increase of $4.3 million compared to EBITDA(1) of negative $1.7 million for fiscal 2020. Adjusted EBITDA(1) for fiscal 2021 was $2.6 million, an increase of $4.0 million compared to adjusted EBITDA(1)  of negative $1.4 million for fiscal 2020.
  • The Company’s fiscal 2021 reported operating loss from continuing operations was $2.8 million, an improvement of $3.7 million compared to a reported operating loss from continuing operations of $6.5 million for fiscal 2020. Adjusted operating loss(1) from continuing operations was $2.8 million, a decrease of $3.4 million compared to an adjusted operating loss(1) from continuing operations of $6.2 million in fiscal 2020.
  • The Company recognized a net loss for fiscal 2021 of $5.8 million, or $0.32 per share, all of which was comprised of a net loss from continuing operations, compared to a net loss for fiscal 2020 of $12.8 million, or $0.71 per share, comprised of a net loss from continuing operations of $12.2 million or $0.68 per share, and a net loss from discontinued operations of $0.6 million, or $0.03 per share.


(1)


This is a non-GAAP financial measure defined below under “Non-GAAP Measures” and accompanied by a reconciliation to the most directly comparable GAAP financial measure.

About Birks Group Inc.

Birks Group is a leading designer of fine jewellery, timepieces and gifts and operator of luxury jewellery stores in Canada. As of June 17, 2021, the Company operates twenty-six stores under the Maison Birks brand in most major metropolitan markets in Canada, one retail location in Calgary under the Brinkhaus brand, one retail location in Vancouver operated under the Graff brand and one retail location in Vancouver under the Patek Philippe brand. Bijoux Birks fine jewellery collections are also available through Mappin & Webb and Goldsmiths locations in the United Kingdom in addition to several jewellery retailers across North America, including Mayors Jewelers, as well as select SAKS Fifth Avenue locations. Birks was founded in 1879 and has become Canada’s premier retailer and designer of fine jewellery, timepieces and gifts. Additional information can be found on Birks’ web site, www.birks.com.

NON-GAAP MEASURES

The Company reports financial information in accordance with U.S. Generally Accepted Accounting Principles (“U.S. GAAP”). The Company’s performance is monitored and evaluated using various sales and earnings measures that are adjusted to include or exclude amounts from the most directly comparable GAAP measure (“non-GAAP measures”). The Company presents such non-GAAP measures in reporting its financial results to investors and other external stakeholders to provide them with useful complimentary information which will allow them to evaluate the Company’s operating results using the same financial measures and metrics used by the Company in evaluating performance. The Company does not, nor does it suggest that investors and other external stakeholders should, consider non-GAAP measures in isolation from, or as a substitute for, financial information prepared in accordance with U.S. GAAP. These non-GAAP measures may not be comparable to similarly-titled measures presented by other companies. In addition to our results determined in accordance with U.S. GAAP, we use non-GAAP measures including: “EBITDA”, “adjusted operating expenses”, “adjusted operating loss” and “adjusted EBITDA”.

EBITDA

“EBITDA” is defined as net income (loss) from continuing operations before interest expense and other financing costs, income taxes expense (recovery) and depreciation and amortization.

Adjusted operating expenses, adjusted operating loss & adjusted EBITDA

The Company evaluates its operating earnings performance using financial measures which exclude expenses associated with operational restructuring plans and impairment losses. The Company believes that such measures provide useful supplemental information with which to assess the Company’s results relative to the corresponding period in the prior year and can result in a more meaningful comparison of the Company’s performance between the periods presented. The table below provides a reconciliation of the non-GAAP measures presented to the most directly comparable financial measures calculated with GAAP.


Total Adjusted Operating Expenses


For the fiscal year ended


($000’s)


March 27, 2021


March 28, 2020


March 30, 2019


Total operating expenses (GAAP measure) 

59,171

71,021

72,193


as a % of net sales 


41.4%


41.9%


47.8%


Remove the impact of: 

Restructuring costs (a) 

(1,182)

Impairment of long-lived assets (b) 

(309)

(46)


Total adjusted operating expenses (non-GAAP measure) 


$


59,171


$


70,712


$


70,965


as a % of net sales 


41.4%


41.7%


47.0%


Adjusted operating income (loss)


For the fiscal year ended


($000’s)


March 27, 2021


March 28, 2020


March 30, 2019


Operating income (loss) (GAAP measure) 

(2,821)

(6,544)

(13,616)


as a % of net sales 


-2.0%


-3.9%


-9.0%


Add the impact of: 

Restructuring costs (a) 

1,182

Impairment of long-lived assets (b) 

309

46


Adjusted operating income (loss) (non-GAAP measure)


$


(2,821)


$


(6,235)


$


(12,388)


as a % of net sales 


-2.0%


-3.7%


-8.2%


EBITDA & Adjusted EBITDA


For the fiscal year ended


($000’s)


March 27, 2021


March 28, 2020


March 30, 2019


Net income (loss) from continuing operations (GAAP measure) 

(5,838)

(12,227)

(18,305)


as a % of net sales 


-4.1%


-7.2%


-12.1%


Add the impact of: 

Interest expense and other financing costs

3,017

5,683

4,689

Income taxes expense (recovery) 

Depreciation and amortization 

5,458

4,845

3,859


EBITDA (non-GAAP measure)


$


2,637


$


(1,699)


$


(9,757)


as a % of net sales 


1.8%


-1.0%


-6.5%


Add the impact of: 

Restructuring costs (a) 

1,182

Impairment of long-lived assets (b) 

309

45


Adjusted EBITDA (non-GAAP measure)


$


2,637


$


(1,390)


$


(8,530)


as a % of net sales 


1.8%


-0.8%


-5.6%

(a) 

Expenses associated with the Company’s operational restructuring plan 

(b)

Non-cash impairment of long-lived assets in fiscal 2020 related to leasehold improvements that are associated to store leases that have a possibility of early lease termination. Non-cash impairment of long-lived assets in fiscal 2019 relate to leasehold improvements that are associated with a retail location due to the projected operating performance of the location.

Forward Looking Statements

This press release contains forward- looking statements which can be identified by their use of words like “plans,” “expects,” “believes,” “will,” “anticipates,” “intends,” “projects,” “estimates,” “could,” “would,” “may,” “planned,” “goal,” and other words of similar meaning. All statements that address expectations, possibilities or projections about the future, including without limitation, statements about the lessons learned from the pandemic and the Company’s position going forward with respect to customer focus and dedication, innovation, and productivity, our strategies for growth, expansion plans, sources or adequacy of capital, expenditures and financial results are forward-looking statements.

Because such statements include various risks and uncertainties, actual results might differ materially from those projected in the forward- looking statements and no assurance can be given that the Company will meet the results projected in the forward-looking statements.

These risks and uncertainties include, but are not limited to the following: (i) the magnitude and length of economic disruption as a result of the worldwide novel coronavirus (COVID-19) outbreak, including its impact on macroeconomic conditions, generally, as well as its impact on the results of operations and financial condition of the Company and the trading price of its shares; (ii) a decline in consumer spending or deterioration in consumer financial position; (iii) economic, political and market conditions, including the economies of Canada and the U.S., which could adversely affect the Company’s business, operating results or financial condition, including its revenue and profitability, through the impact of changes in the real estate markets, changes in the equity markets and decreases in consumer confidence and the related changes in consumer spending patterns, the impact on store traffic, tourism and sales; (iv) the impact of fluctuations in foreign exchange rates, increases in commodity prices and borrowing costs and their related impact on the Company’s costs and expenses; (v) the Company’s ability to maintain and obtain sufficient sources of liquidity to fund its operations, to achieve planned sales, gross margin and net income, to keep costs low, to implement its business strategy, maintain relationships with its primary vendors, to mitigate fluctuations in the availability and prices of the Company’s merchandise, to compete with other jewelers, to succeed in its marketing initiatives, and to have a successful customer service program; (vi) the Company’s ability to execute its strategic vision; (vii) the Company’s completion of the filing requirements for the Canada Emergency Rent Subsidy; and (viii) the Company’s ability to invest in and finance capital expenditures.

Information concerning factors that could cause actual results to differ materially is set forth under the captions “Risk Factors” and “Operating and Financial Review and Prospects” and elsewhere in the Company’s Annual Report on Form 20-F filed with the Securities and Exchange Commission on June 17, 2021 and subsequent filings with the Securities and Exchange Commission. The Company undertakes no obligation to update or release any revisions to these forward-looking statements to reflect events or circumstances after the date of this statement or to reflect the occurrence of unanticipated events, except as required by law.

BIRKS GROUP INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS – AUDITED


Fiscal Year Ended


March 27, 2021


March 28, 2020


March 30, 2019


(In thousands, except per share amounts)

Net sales

$

143,068

$

169,420

$

151,049

Cost of sales

86,718

104,943

92,472

Gross profit

56,350

64,477

58,577

Selling, general and administrative expenses

53,713

65,867

67,106

Restructuring charges

1,182

Depreciation and amortization

5,458

4,845

3,859

Impairment of long-lived assets

309

46

Total operating expenses

59,171

71,021

72,193

Operating loss

(2,821)

(6,544)

(13,616)

Interest and other financial costs

3,017

5,683

4,689

Loss from continuing operations

(5,838)

(12,227)

(18,305)

Income taxes (benefits)

Loss from continuing operations

(5,838)

(12,227)

(18,305)

 

Discontinued operations:

Loss income from discontinued operations, net of tax

(552)

(381)

Gain on disposal of discontinued operations

Net (loss) income from discontinued operations, net of tax

(552)

(381)

Net (loss) income

$

(5,838)

$

(12,779)

$

(18,686)

Weighted average common shares outstanding:

Basic

18,005

17,968

17,961

Diluted

18,005

17,968

17,961

Net (loss) income per common share:

Basic

$

(0.32)

$

(0.71)

$

(1.04)

Diluted

(0.32)

(0.71)

(1.04)

 

Net (loss) income from continuing operations per common share:

Basic

$

(0.32)

$

(0.68)

$

(1.02)

Diluted

(0.32)

(0.68)

(1.02)

BIRKS GROUP INC.

CONDENSED CONSOLIDATED BALANCE SHEETS – AUDITED


As of


March 27, 2021


March 28, 2020


(In thousands)

Assets

Current assets:

Cash and cash equivalents

$

1,807

$

565

Accounts receivable and other receivables

7,307

6,019

Inventories

97,789

101,899

Prepaids and other current assets

2,044

2,007

Total current assets

108,947

110,490

Long-term receivables

5,673

4,538

Property and equipment

24,496

26,613

Operating lease right-of-use asset

57,670

64,069

Intangible assets and other assets

4,894

4,942

Total non-current assets

92,733

100,162

Total assets

$

201,680

$

210,652

Liabilities and Stockholders’ Equity

Current liabilities:

Bank indebtedness

$

53,387

$

58,035

Accounts payable

37,975

48,183

Accrued liabilities

11,209

4,661

Current portion of long-term debt

2,960

64

Current portion of operating lease liabilities

6,298

5,823

Total current liabilities

111,829

116,766

Long-term debt

23,062

16,217

Long-term portion of operating lease liabilities

66,713

72,636

Other long-term liabilities

1,498

1,623

Total long-term liabilities

91,273

90,476

Stockholders’ equity (deficiency):

Class A common stock – no par value,

unlimited shares authorized, issued and outstanding
10,610,973 (10,252,911 as of March 28, 2020)

37,361

35,613

Class B common stock – no par value,

unlimited shares authorized, issued and outstanding
7,717,970

57,755

57,755

Preferred stock – no par value,

unlimited shares authorized, none issued

Additional paid-in capital

18,259

19,131

Accumulated deficit

(114,700)

(108,862)

Accumulated other comprehensive loss

(97)

(227)

Total stockholders’ equity (deficiency)

(1,422)

3,410

Total liabilities and stockholders’ equity

$

201,680

$

210,652

 

SOURCE Birks Group Inc.

Birks Group Reports Its Fiscal 2021 Results

Birks Group Reports Its Fiscal 2021 Results

MONTREAL–(BUSINESS WIRE)–
Birks Group Inc. (the “Company” or “Birks Group”) (NYSE American: BGI), today reported its financial results for the fiscal year ended March 27, 2021.

Highlights

All figures presented herein are in Canadian dollars.

The Company’s financial results for the fiscal year ended March 27, 2021 were significantly impacted by the COVID-19 pandemic, most notably by the temporary closure of certain of the Company’s stores at intermittent periods during fiscal 2021 as a consequence of the restrictions imposed by provincial governmental authorities.

During the fiscal year ended March 27, 2021, or fiscal 2021, the Company achieved net sales of $143.1 million, a decrease of $26.3 million, or 15.5%, from the fiscal year ended March 28, 2020, or fiscal 2020, yielding gross profit of $56.4 million, a decrease of $8.1 million, or 12.6%, compared to fiscal 2020, as a direct result of the negative impacts of COVID-19.

Gross profit as a percentage of sales was 39.4%, an increase of 130 basis points from the gross profit as a percentage of sales of 38.1% in fiscal 2020. Despite the decline in sales and gross profit volumes, the Company was able, through its proactive management of the impact of the pandemic, to control costs. Total operating expenses were $59.2 million in the fiscal year ended March 27, 2021, representing a decrease of $11.8 million, or 16.6%, as compared to fiscal 2020. The Company’s fiscal 2021 EBITDA(1) was $2.6 million, an increase of $4.3 million compared to EBITDA(1) of negative $1.7 million for fiscal 2020.

As of June 17, 2021, 20 of the Company’s 29 stores are open, albeit at reduced operating hours. The remaining nine stores, all located in Ontario, are expected to remain closed for in-person shopping in accordance with the Ontario government’s orders until at least July 6, 2021.

Mr. Jean-Christophe Bédos, President and Chief Executive Officer of Birks Group, commented: “I am very proud of how we have navigated through the challenges brought about by COVID-19 during the past fiscal year and I believe that our results reflect the agility, hard work and adaptability of our employees as we ended the year stronger than we started. In response to the pandemic, our teams reacted very quickly to ensure that we continuously met the evolving needs of our customers throughout these unprecedented times, including the improvement of our omni-channel offering which was reflected in the 201% increase in our e-commerce sales during fiscal 2021.”

Mr. Bédos further commented: “Thanks to our disciplined approach at managing liquidity, our focus on cost containment and our emphasis on generating revenues from our retail network while open under strict health and safety protocols, our concierge service, and our e-commerce business, as well as the continued support from our key stakeholders and partners, we have been able to achieve improved results in fiscal 2021 as compared to last year. Looking forward, I believe that the actions we have taken since the start of the pandemic and our lessons learned have placed the Company in a stronger position in terms of customer focus and dedication, innovation, and productivity which we can leverage to fuel long-term growth.”

Financial overview for the fiscal 2021:

  • Net sales were $143.1 million for fiscal 2021, a decrease of $26.3 million, or 15.5% compared to net sales of $169.4 million in fiscal 2020. The decrease in net sales in fiscal 2021 was primarily attributable to the effects of COVID-19, and the resulting temporary closures of all stores across the retail channel, which were in effect throughout the first quarter of fiscal 2021 and the temporary closures of certain stores (in Ontario, Québec and Manitoba) at intermittent periods throughout the fiscal year including during the third and fourth quarters of fiscal 2021. The overall decrease was partially offset by strong e-commerce sales, growing by 201% and representing approximately 4.9% of total net sales, as compared to approximately 1.4% in fiscal 2020.
  • Comparable store sales decreased by 14.3% compared to fiscal 2020 driven primarily by the temporary store closures in fiscal 2021 due to the COVID-19 pandemic.
  • Gross profit was $56.4 million, or 39.4% of net sales, for fiscal 2021 compared to $64.5 million, or 38.1% of net sales, for fiscal 2020. This decrease was primarily due to the reduction of sales volume caused by COVID-19, partially offset by an improvement of gross margin of 130 basis points. The increase of 130 basis points in gross margin percentage was mainly attributable to the Company’s strategic focus on reducing sales promotions and discounting, and foreign currency gains due to the strengthened Canadian dollar, partially offset by a shift in product sales mix towards branded timepieces.
  • SG&A expenses were $53.7 million, or 37.5% of net sales, in fiscal 2021 compared to $65.9 million, or 38.9% of net sales, in fiscal 2020. SG&A expenses in fiscal 2021 decreased by $12.2 million versus SG&A expenses in fiscal 2020. This decrease was driven primarily by the effects of COVID-19 and various cost containment initiatives undertaken by management including lower occupancy costs ($3.5 million) driven by the negotiation of rent abatements with the Company’s landlords, lower compensation costs ($6.5 million) driven by the impact of temporary lay-offs, reduced operating hours at retail locations, lower sales commissions due to the decrease in net sales, and temporary wage reductions at the corporate head office, wage subsidies ($1.4 million) and rent subsidies ($0.5 million), lower credit cards fees ($0.7 million) due to lower sales volume, lower marketing costs ($1.0 million) and lower general operating costs ($2.5 million) driven by cost containment measures. These year-over-year reductions in SG&A expenses were partially offset by the impact of the revaluation of certain deferred stock units, restricted stock units and share appreciation rights which increased the Company’s non-cash stock based compensation expense ($3.6 million) during the year due to the fluctuations in the Company’s stock price during the fiscal year. As a percentage of sales, SG&A expenses in fiscal 2021 have decreased by 140 basis points as compared to fiscal 2020.
  • The Company’s fiscal 2021 EBITDA(1) was $2.6 million, an increase of $4.3 million compared to EBITDA(1) of negative $1.7 million for fiscal 2020. Adjusted EBITDA(1) for fiscal 2021 was $2.6 million, an increase of $4.0 million compared to adjusted EBITDA(1) of negative $1.4 million for fiscal 2020.
  • The Company’s fiscal 2021 reported operating loss from continuing operations was $2.8 million, an improvement of $3.7 million compared to a reported operating loss from continuing operations of $6.5 million for fiscal 2020. Adjusted operating loss(1) from continuing operations was $2.8 million, a decrease of $3.4 million compared to an adjusted operating loss(1) from continuing operations of $6.2 million in fiscal 2020.
  • The Company recognized a net loss for fiscal 2021 of $5.8 million, or $0.32 per share, all of which was comprised of a net loss from continuing operations, compared to a net loss for fiscal 2020 of $12.8 million, or $0.71 per share, comprised of a net loss from continuing operations of $12.2 million or $0.68 per share, and a net loss from discontinued operations of $0.6 million, or $0.03 per share.

(1)

 

This is a non-GAAP financial measure defined below under “Non-GAAP Measures” and accompanied by a reconciliation to the most directly comparable GAAP financial measure.

About Birks Group Inc.

Birks Group is a leading designer of fine jewellery, timepieces and gifts and operator of luxury jewellery stores in Canada. As of June 17, 2021, the Company operates twenty-six stores under the Maison Birks brand in most major metropolitan markets in Canada, one retail location in Calgary under the Brinkhaus brand, one retail location in Vancouver operated under the Graff brand and one retail location in Vancouver under the Patek Philippe brand. Bijoux Birks fine jewellery collections are also available through Mappin & Webb and Goldsmiths locations in the United Kingdom in addition to several jewellery retailers across North America, including Mayors Jewelers, as well as select SAKS Fifth Avenue locations. Birks was founded in 1879 and has become Canada’s premier retailer and designer of fine jewellery, timepieces and gifts. Additional information can be found on Birks’ web site, www.birks.com.

NON-GAAP MEASURES

The Company reports financial information in accordance with U.S. Generally Accepted Accounting Principles (“U.S. GAAP”). The Company’s performance is monitored and evaluated using various sales and earnings measures that are adjusted to include or exclude amounts from the most directly comparable GAAP measure (“non-GAAP measures”). The Company presents such non-GAAP measures in reporting its financial results to investors and other external stakeholders to provide them with useful complimentary information which will allow them to evaluate the Company’s operating results using the same financial measures and metrics used by the Company in evaluating performance. The Company does not, nor does it suggest that investors and other external stakeholders should, consider non-GAAP measures in isolation from, or as a substitute for, financial information prepared in accordance with U.S. GAAP. These non-GAAP measures may not be comparable to similarly-titled measures presented by other companies. In addition to our results determined in accordance with U.S. GAAP, we use non-GAAP measures including: “EBITDA”, “adjusted operating expenses”, “adjusted operating loss” and “adjusted EBITDA”.

EBITDA

“EBITDA” is defined as net income (loss) from continuing operations before interest expense and other financing costs, income taxes expense (recovery) and depreciation and amortization.

Adjusted operating expenses, adjusted operating loss & adjusted EBITDA

The Company evaluates its operating earnings performance using financial measures which exclude expenses associated with operational restructuring plans and impairment losses. The Company believes that such measures provide useful supplemental information with which to assess the Company’s results relative to the corresponding period in the prior year and can result in a more meaningful comparison of the Company’s performance between the periods presented. The table below provides a reconciliation of the non-GAAP measures presented to the most directly comparable financial measures calculated with GAAP.

Total Adjusted Operating Expenses
For the fiscal year ended
($000’s) March 27, 2021 March 28, 2020 March 30, 2019
 
Total operating expenses (GAAP measure)

59,171

71,021

72,193

as a % of net sales

41.4%

41.9%

47.8%

Remove the impact of:
Restructuring costs (a)

(1,182)

Impairment of long-lived assets (b)

(309)

(46)

 
Total adjusted operating expenses (non-GAAP measure)

$ 59,171

$ 70,712

$ 70,965

as a % of net sales

41.4%

41.7%

47.0%

 
 
Adjusted operating income (loss)
For the fiscal year ended
($000’s) March 27, 2021 March 28, 2020 March 30, 2019
 
Operating income (loss) (GAAP measure)

(2,821)

(6,544)

(13,616)

as a % of net sales

-2.0%

-3.9%

-9.0%

Add the impact of:
Restructuring costs (a)

1,182

Impairment of long-lived assets (b)

309

46

 
Adjusted operating income (loss) (non-GAAP measure)

$ (2,821)

$ (6,235)

$ (12,388)

as a % of net sales

-2.0%

-3.7%

-8.2%

 
 
EBITDA & Adjusted EBITDA
For the fiscal year ended
($000’s) March 27, 2021 March 28, 2020 March 30, 2019
 
Net income (loss) from continuing operations (GAAP measure)

(5,838)

(12,227)

(18,305)

as a % of net sales

-4.1%

-7.2%

-12.1%

Add the impact of:
Interest expense and other financing costs

3,017

5,683

4,689

Income taxes expense (recovery)

Depreciation and amortization

5,458

4,845

3,859

 
EBITDA (non-GAAP measure)

$ 2,637

$ (1,699)

$ (9,757)

as a % of net sales

1.8%

-1.0%

-6.5%

 
Add the impact of:
Restructuring costs (a)

1,182

Impairment of long-lived assets (b)

309

45

 
Adjusted EBITDA (non-GAAP measure)

$ 2,637

$ (1,390)

$ (8,530)

as a % of net sales

1.8%

-0.8%

-5.6%

 

(a)

Expenses associated with the Company’s operational restructuring plan

(b)

Non-cash impairment of long-lived assets in fiscal 2020 related to leasehold improvements that are associated to store leases that have a possibility of early lease termination. Non-cash impairment of long-lived assets in fiscal 2019 relate to leasehold improvements that are associated with a retail location due to the projected operating performance of the location.

Forward Looking Statements

This press release contains forward- looking statements which can be identified by their use of words like “plans,” “expects,” “believes,” “will,” “anticipates,” “intends,” “projects,” “estimates,” “could,” “would,” “may,” “planned,” “goal,” and other words of similar meaning. All statements that address expectations, possibilities or projections about the future, including without limitation, statements about the lessons learned from the pandemic and the Company’s position going forward with respect to customer focus and dedication, innovation, and productivity, our strategies for growth, expansion plans, sources or adequacy of capital, expenditures and financial results are forward-looking statements.

Because such statements include various risks and uncertainties, actual results might differ materially from those projected in the forward- looking statements and no assurance can be given that the Company will meet the results projected in the forward-looking statements.

These risks and uncertainties include, but are not limited to the following: (i) the magnitude and length of economic disruption as a result of the worldwide novel coronavirus (COVID-19) outbreak, including its impact on macroeconomic conditions, generally, as well as its impact on the results of operations and financial condition of the Company and the trading price of its shares; (ii) a decline in consumer spending or deterioration in consumer financial position; (iii) economic, political and market conditions, including the economies of Canada and the U.S., which could adversely affect the Company’s business, operating results or financial condition, including its revenue and profitability, through the impact of changes in the real estate markets, changes in the equity markets and decreases in consumer confidence and the related changes in consumer spending patterns, the impact on store traffic, tourism and sales; (iv) the impact of fluctuations in foreign exchange rates, increases in commodity prices and borrowing costs and their related impact on the Company’s costs and expenses; (v) the Company’s ability to maintain and obtain sufficient sources of liquidity to fund its operations, to achieve planned sales, gross margin and net income, to keep costs low, to implement its business strategy, maintain relationships with its primary vendors, to mitigate fluctuations in the availability and prices of the Company’s merchandise, to compete with other jewelers, to succeed in its marketing initiatives, and to have a successful customer service program; (vi) the Company’s ability to execute its strategic vision; (vii) the Company’s completion of the filing requirements for the Canada Emergency Rent Subsidy; and (viii) the Company’s ability to invest in and finance capital expenditures.

Information concerning factors that could cause actual results to differ materially is set forth under the captions “Risk Factors” and “Operating and Financial Review and Prospects” and elsewhere in the Company’s Annual Report on Form 20-F filed with the Securities and Exchange Commission on June 17, 2021 and subsequent filings with the Securities and Exchange Commission. The Company undertakes no obligation to update or release any revisions to these forward-looking statements to reflect events or circumstances after the date of this statement or to reflect the occurrence of unanticipated events, except as required by law.

BIRKS GROUP INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS – AUDITED

 

 

Fiscal Year Ended

 

 

March 27, 2021

 

 

March 28, 2020

 

 

March 30, 2019

 

 

(In thousands, except per share amounts)

 

 

 

 

 

 

 

 

 

 

Net sales…………………………………………………………..

$

143,068

 

$

169,420

 

$

151,049

 

Cost of sales……………………………………………………..

 

86,718

 

 

104,943

 

 

92,472

 

Gross profit………………………………………………………

 

56,350

 

 

64,477

 

 

58,577

 

 

 

 

 

 

 

 

 

 

 

Selling, general and administrative expenses………..

 

53,713

 

 

65,867

 

 

67,106

 

Restructuring charges………………………………………..

 

 

 

 

 

1,182

 

Depreciation and amortization……………………………

 

5,458

 

 

4,845

 

 

3,859

 

Impairment of long-lived assets………………………….

 

 

 

309

 

 

46

 

Total operating expenses……………………………………

 

59,171

 

 

71,021

 

 

72,193

 

Operating loss…………………………………………………..

 

(2,821)

 

 

(6,544)

 

 

(13,616)

 

Interest and other financial costs…………………………

 

3,017

 

 

5,683

 

 

4,689

 

 

 

Loss from continuing operations…………………………

 

(5,838)

 

 

(12,227)

 

 

(18,305)

 

Income taxes (benefits)………………………………………

 

 

 

 

 

 

Loss from continuing operations…………………………

 

(5,838)

 

 

(12,227)

 

 

(18,305)

 

 

Discontinued operations:

 

 

 

 

 

 

 

 

 

Loss income from discontinued operations, net of

tax………………………………………………….

 

 

 

(552)

 

 

(381)

 

Gain on disposal of discontinued operations…………

 

 

 

 

 

 

Net (loss) income from discontinued operations, net of

tax…

 

 

 

(552)

 

 

(381)

 

 

 

 

 

 

 

 

 

 

 

Net (loss) income………………………………………………

$

(5,838)

 

$

(12,779)

 

$

(18,686)

 

 

 

 

 

 

 

 

 

 

 

Weighted average common shares outstanding:

 

 

 

 

 

 

 

 

 

Basic………………………………………………………..

 

18,005

 

 

17,968

 

 

17,961

 

Diluted…………………………………………………….

 

18,005

 

 

17,968

 

 

17,961

 

 

 

 

 

 

 

 

 

 

 

Net (loss) income per common share:

 

 

 

 

 

 

 

 

 

Basic………………………………………………………..

$

(0.32)

 

$

(0.71)

 

$

(1.04)

 

Diluted…………………………………………………….

 

(0.32)

 

 

(0.71)

 

 

(1.04)

 

Net (loss) income from continuing operations per

common share:

 

 

 

 

 

 

 

 

 

Basic………………………………………………………..

$

(0.32)

 

$

(0.68)

 

$

(1.02)

 

Diluted…………………………………………………….

 

(0.32)

 

 

(0.68)

 

 

(1.02)

 

 

BIRKS GROUP INC.

CONDENSED CONSOLIDATED BALANCE SHEETS – AUDITED

 

 

 

 

As of

 

 

 

March 27, 2021

 

 

March 28, 2020

 

 

 

(In thousands)

Assets

 

 

 

 

 

 

 

Current assets:

 

 

 

 

 

 

 

Cash and cash equivalents………………………………………………

 

$

1,807

 

$

565

 

Accounts receivable and other receivables……………………….

 

 

7,307

 

 

6,019

 

Inventories……………………………………………………………………

 

 

97,789

 

 

101,899

 

Prepaids and other current assets…………………………………….

 

 

2,044

 

 

2,007

 

Total current assets……………………………………………………….

 

 

108,947

 

 

110,490

 

 

 

 

 

 

 

 

 

Long-term receivables……………………………………………

 

 

5,673

 

 

4,538

 

Property and equipment……………………………………………………….

 

 

24,496

 

 

26,613

 

Operating lease right-of-use asset ……………………………….

 

 

57,670

 

 

64,069

 

Intangible assets and other assets………………………………………….

 

 

4,894

 

 

4,942

 

Total non-current assets…………………………………………………

 

 

92,733

 

 

100,162

 

Total assets…………………………………………………………………………

 

$

201,680

 

$

210,652

 

 

 

 

 

 

 

 

 

Liabilities and Stockholders’ Equity

 

 

 

 

 

 

 

Current liabilities:

 

 

 

 

 

 

 

Bank indebtedness…………………………………………………………

 

$

53,387

 

$

58,035

 

Accounts payable………………………………………………………….

 

 

37,975

 

 

48,183

 

Accrued liabilities…………………………………………………………

 

 

11,209

 

 

4,661

 

Current portion of long-term debt……………………………………

 

 

2,960

 

 

64

 

Current portion of operating lease liabilities ……………….

 

 

6,298

 

 

5,823

 

Total current liabilities…………………………………………………..

 

 

111,829

 

 

116,766

 

 

 

 

 

 

 

 

 

Long-term debt…………………………………………………………………..

 

 

23,062

 

 

16,217

 

Long-term portion of operating lease liabilities …………………

 

 

66,713

 

 

72,636

 

Other long-term liabilities……………………………………………………

 

 

1,498

 

 

1,623

 

Total long-term liabilities………………………………………………

 

 

91,273

 

 

90,476

 

Stockholders’ equity (deficiency):

 

 

 

 

 

 

 

Class A common stock – no par value,

unlimited shares authorized, issued and outstanding

10,610,973 (10,252,911 as of March 28, 2020)………….

 

 

37,361

 

 

35,613

 

Class B common stock – no par value,

unlimited shares authorized, issued and outstanding

7,717,970………………………………………………………………

 

 

57,755

 

 

57,755

 

Preferred stock – no par value,

unlimited shares authorized, none issued…………………..

 

 

 

 

 

Additional paid-in capital…………………………………………………….

 

 

18,259

 

 

19,131

 

Accumulated deficit…………………………………………………………….

 

 

(114,700)

 

 

(108,862)

 

Accumulated other comprehensive loss…………………………………

 

 

(97)

 

 

(227)

 

Total stockholders’ equity (deficiency)………………………………….

 

 

(1,422)

 

 

3,410

 

Total liabilities and stockholders’ equity………………………………..

 

$

201,680

 

$

210,652

 

 

 

Company Contacts:

Katia Fontana

Vice President and Chief Financial Officer

(514) 397-2592

For all press and media inquiries, please contact:

OverCat Communications

Audrey Hyams Romoff, [email protected], (647) 223-9970

Gillian DiCesare, [email protected], (647) 223-5590

Chelsea Brooks, [email protected], (289) 221-6006

KEYWORDS: North America Canada

INDUSTRY KEYWORDS: Retail Luxury Fashion

MEDIA:

Stanley Black & Decker Names Juneteenth A Company Holiday For All U.S. Employees Starting in 2022

Company to observe June 18 as paid time off in 2021 for “A Day of Hope & Healing” leading into Juneteenth to honor George Floyd and those who have lost their lives or have been victims of violence

PR Newswire

NEW BRITAIN, Conn., June 17, 2021 /PRNewswire/ — Stanley Black & Decker (NYSE:SWK) announced today that the company will honor Juneteenth as a company holiday for all U.S. employees starting in 2022. Juneteenth, also known as Emancipation Day, celebrates the emancipation of the last enslaved people after the Civil War.

Today, President Biden signed a U.S. bill, the Juneteenth National Independence Day Act, that marks June 19 a federal holiday to honor Freedom Day. In unity at Stanley Black & Decker, the company has made the same commitment to honor that day.

“Juneteenth is a symbolic date for racial equity for Black Americans,” said Jim Loree, Chief Executive Officer of Stanley Black & Decker. “Naming Juneteenth as a company holiday is part of our continued commitment to building a foundation of diversity and inclusion. Today, we are taking another step toward advancing this goal by standing with Black employees and communities to take a stance for lasting change around racial justice and equality.”

Last year, Stanley Black & Decker issued a statement of solidarity and worked with employees of all levels to establish thoughtful, deliberate steps and commitments to drive progress and confront racism and social injustice.

This year, employees will have a company-wide day off on Friday, June 18, as a “Day of Hope & Healing” that leads into Juneteenth and honors George Floyd and those who have lost their lives or have been victims of violence. The company encourages employees to use the day to reflect on the hard work that lies ahead to make our society a better, safer and more just place to live.

The addition of Juneteenth as an ongoing, company holiday starting in 2022 continues Stanley Black & Decker’s efforts to confront racism and social injustice throughout our communities and across the world.


About Stanley Black & Decker

Stanley Black & Decker, an S&P 500 company, is a leading $14.5 billion global diversified industrial with 53,000 employees in more than 60 countries who make the tools, products and solutions to deliver on its Purpose, For Those Who Make The World. The Company operates the world’s largest tools and storage business featuring iconic brands such as DEWALT, STANLEY, BLACK+DECKER and CRAFTSMAN; the world’s second largest commercial electronic security company; and is a global industrial leader of highly engineered solutions within its engineered fastening and infrastructure businesses.  Learn more at www.stanleyblackanddecker.com.

Cision View original content to download multimedia:http://www.prnewswire.com/news-releases/stanley-black–decker-names-juneteenth-a-company-holiday-for-all-us-employees-starting-in-2022-301315137.html

SOURCE Stanley Black & Decker

Luby’s, Inc. Signs Agreement to Sell the Fuddruckers Franchise Business to Affiliate of Nicholas Perkins

Part of Execution of Company’s Monetization Plan

PR Newswire

HOUSTON, June 17, 2021 /PRNewswire/ — Luby’s, Inc. (“Luby’s” or the “Company”) (NYSE: LUB), today announced the Company has entered into an agreement to sell the Fuddruckers franchise business operations to a newly formed affiliate of Nicholas Perkins. The Company had previously sold/franchised a number of Company owned Fuddruckers restaurants to a Perkins affiliate, making him one of the largest Fuddruckers franchisees. 

The purchase by the Perkins affiliate, Black Titan Franchise Systems LLC, encompasses the master ownership of the Fuddruckers brand worldwidei. The Fuddruckers brand currently has 92 locations operating in the United States, including 13 locations operated by affiliates of Mr. Perkinsii. It is currently anticipated the Fuddruckers franchise brand sale transaction could provide Luby’s, Inc. with approximately $18.5 million of value (most of which will be derived from the purchaser’s issuance of a note to Luby’s and assumption of certain liabilities). There can be no assurance that the Company will realize or receive the full value of such consideration. The Company does not currently plan to adjust the estimated liquidation value of the Company as a result of this transaction. This amount is in addition to the value the Company will realize from the sale of Company owned real estate at a number of Fuddruckers Company owned stores.

“We’re excited to be purchasing Fuddruckers and look forward to working with Fuddruckers’ many dedicated, highly capable franchisees to further build this brand,” said Mr. Perkins, CEO of Black Titan Franchise Systems. “As a Fuddruckers franchisee, I have a vested interest in ensuring that all Fuddruckers franchisees have the resources, infrastructure, and operational and marketing support they need to maximize their return on investment. This strategic alignment, when combined with the fact that we sell the ‘World’s Greatest Hamburgers’™, will ensure the long-term success of the brand and our franchisees.”

The sale of the Fuddruckers franchise operations is another step in the execution of the previously announced plan of Luby’s to sell its assets, pay its liabilities, and return the remaining cash to shareholders under a formal plan of liquidation and dissolution approved by its shareholders on November 17, 2020. The Company and its financial advisor ran a robust sales process for the Fuddruckers franchise business, contacting over 150 entities before accepting the best offer, which came from the Perkins group. The Special Committee of the Board of the Company is being advised by Gibson, Dunn & Crutcher LLP on legal matters and Brookwood Associates on financial matters. The Company is also being advised by Sidley Austin LLP on legal transaction matters. The purchaser is being advised by Gebhardt & Smith LLP on legal matters and Intyllus Advisors LLC on financial matters.

The agreement between Luby’s and the purchaser is subject to normal and customary conditions for transactions of this nature. The transaction is not subject to a financing contingency. The parties currently anticipate the transaction will close within the next ninety days.


Update on Previously Announced Sale of Fuddruckers Locations

Luby’s, Inc. has now also completed the transfer of operations for all five additional Company owned Fuddruckers locations to affiliates of Black Titan Holdings, LLC at Tempe, AZ, Kansas City, KS, St. Louis, MO, MacGregor, Houston, TX, and Creekside, Tomball, TX. Luby’s is also in advanced discussions to complete a sale/franchise of an additional, 14th, Fuddruckers Company owned store to Black Titan, who will continue to run that store as a Fuddruckers franchise.

Following all these transactions, Luby’s, Inc. will have only five remaining stand-alone Company owned Fuddruckers stores operating as well as four combo Fuddruckers operating with Luby’s Cafeterias.


About Luby’s

Luby’s, Inc. (NYSE: LUB) previously announced its plan of liquidation and dissolution, which was approved by its shareholders on November 17, 2020. Besides today’s announcement of the agreement to sell the Fuddruckers business, Luby’s is actively seeking buyers for its Luby’s Cafeterias restaurant business segment and Luby’s Culinary Contract Services business segment, which provides food service management to sites consisting of healthcare facilities, corporate dining locations, sports stadiums, as well as sales of certain frozen Luby’s entrees through retail grocery stores. Luby’s also owns real estate assets related to its operations, for which it is also in the process of actively seeking buyers.


About Black Titan / Nicholas Perkins

Black Titan Franchise Systems LLC is a special purpose entity formed to own the Fuddruckers franchise business. The Company is affiliated with Nicholas M. Perkins and Black Titan Holdings, LLC which owns and operates 13 Fuddruckers franchises with plans to acquire two additional Fuddruckers locations. Mr. Perkins also owns and operates other food industry related companies. 

Contact: Blair Walker at [email protected]


Forward Looking Statements

This press release contains statements that are “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. All statements contained in this press release, other than statements of historical fact, are “forward-looking statements” for purposes of these provisions, including the statements regarding sales of assets, effects of the Company’s
Liquidation and Dissolution Plan (the “Plan”), expected value or proceeds attributable to the sale of assets, and expected proceeds to be distributed to stockholders or the timing thereof.

Luby’s cautions readers that various factors could cause its actual financial and operational results to differ materially from those indicated by forward-looking statements made from time-to-time in news releases, reports, proxy statements, registration statements, and other written communications, as well as oral statements made from time to time by representatives of Luby’s. The following factors, as well as any other cautionary language included in this press release, provide examples of risks, uncertainties and events that may cause Luby’s actual results to differ materially from the expectations Luby’s describes in such forward-looking statements: general business and economic conditions; the effects of the COVID-19 pandemic; the impact of competition; our operating initiatives; fluctuations in the costs of commodities, including beef, poultry, seafood, dairy, cheese and produce; increases in utility costs, including the costs of natural gas and other energy supplies; changes in the availability and cost of labor; the seasonality of Luby’s business; changes in governmental regulations, including changes in minimum wages; the effects of inflation; the availability of credit; unfavorable publicity relating to operations, including publicity concerning food quality, illness or other health concerns or labor relations; the continued service of key management personnel; and other risks and uncertainties disclosed in Luby’s annual reports on Form 10-K and quarterly reports on Form 10-Q, including information regarding the risks, uncertainties and other factors relating the Plan, the expected net proceeds from the sale of assets, and expected proceeds to be distributed to stockholders.

Luby’s Contact:

John Garilli, Luby’s, Inc. Interim President and CEO

(617) 570-4600


[email protected]

 


i Excludes the Middle East, Africa, and Asia.


ii The Company has completed the transfer of all 13 of those locations. The Company is also in advanced negotiations to franchise a 14th Company owned location to the Perkins affiliates, which is expected to close within 60 days (although no assurance can be given that this 14th location transaction will close) as well as establishing a 15th new location with the Perkins affiliates.

 

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SOURCE Luby’s, Inc.