Tishman Speyer Innovation Corp. II Announces the Separate Trading of its Class A Common Stock and Warrants, Commencing on or about April 5, 2021

PR Newswire

NEW YORK, March 31, 2021 /PRNewswire/ — Tishman Speyer Innovation Corp. II (Nasdaq: TSIBU) (the “Company”) announced that holders of the units sold in the Company’s initial public offering of 30,000,000 units, which closed on February 17, 2021, may elect to separately trade the shares of Class A common stock and warrants included in the units commencing on or about April 5, 2021. Any units not separated will continue to trade on The Nasdaq Capital Market under the symbol “TSIBU”, and each of the shares of Class A common stock and warrants will separately trade on The Nasdaq Capital Market under the symbols “TSIB” and “TSIBW,” 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 Continental Stock Transfer & Trust Company, the Company’s transfer agent, in order to separate the units into shares of Class A common stock and warrants.

Tishman Speyer Innovation Corp. II was formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses.

The initial public offering was made only by means of a prospectus. A copy of the prospectus may be obtained from BofA Securities, NC1-004-03-43, 200 North College Street, 3rd floor, Charlotte NC 28255-0001, Attn: Prospectus Department, or email: [email protected]; or Allen & Company LLC, 711 5th Avenue, New York, NY 10022, Attn: Prospectus Department, telephone: (212) 339-2220, or email: [email protected].

A registration statement relating to the securities was filed with, and declared effective by, the Securities and Exchange Commission. This press release shall not constitute an offer to sell or the 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 Tishman Speyer Innovation Corp. II

Tishman Speyer Innovation Corp. II, a Delaware 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. The sponsor of Tishman Speyer Innovation Corp. II is Tishman Speyer Innovation Sponsor II, L.L.C., an affiliate of Tishman Speyer Properties, L.P. (“Tishman Speyer“), a leading owner, developer, operator and investment manager of first-class real estate in 28 key markets across the United States, Europe, Asia and Latin America. With global vision, on-the-ground expertise and a personalized approach, Tishman Speyer is able to foster innovation, quickly adapt to global and local trends and proactively anticipate its customers’ evolving needs.  By focusing on health and wellness, enlightened placemaking and customer-focused initiatives such as its tenant amenities platform, ZO., and its flexible space and co-working brand, Studio, Tishman Speyer tends not just to its physical buildings, but to the people who inhabit them on a daily basis.

 

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SOURCE Tishman Speyer Innovation Corp. II

NextEra Energy Transmission completes acquisition of independent transmission company

PR Newswire

JUNO BEACH, Fla., March 31, 2021 /PRNewswire/ — NextEra Energy Transmission, LLC, a subsidiary of NextEra Energy, Inc. (NYSE: NEE), today announced it has completed the previously announced acquisition of GridLiance Holdco, LP and GridLiance GP, LLC (GridLiance) from affiliates of Blackstone for approximately $660 million, including the assumption of debt.

“We are pleased to have completed the acquisition of GridLiance and welcome their team into the NextEra Energy family,” said Jim Robo, chairman and CEO of NextEra Energy. “This acquisition furthers our goal of creating America’s leading competitive transmission company and is consistent with our strategy of adding high-quality regulated assets to our portfolio.”

GridLiance owns approximately 700 miles of high-voltage transmission lines and related equipment with utility rates set by the Federal Energy Regulatory Commission (FERC). The company’s assets span three regional transmission organizations and six states.

NextEra Energy Transmission
NextEra Energy Transmission develops, finances, constructs, and maintains transmission assets across the continent. NextEra Energy Transmission operates through its regional subsidiaries to integrate renewable energy and strengthen the electric grid. The company’s subsidiaries were among the first non-incumbents to be awarded projects by system operators and utility commissions in California, New York, Texas, and Ontario. NextEra Energy Transmission’s portfolio includes operating assets in 10 states and six regional transmission organizations, numerous projects under development and construction in the United States, and a project under construction in Ontario, Canada. To learn more, visit www.NextEraEnergyTransmission.com.

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SOURCE NextEra Energy Transmission, LLC

Ellomay Capital Reports Results for the Fourth Quarter and Full Year of 2020

PR Newswire

TEL AVIV, Israel, March 31, 2021 /PRNewswire/ — Ellomay Capital Ltd. (NYSE American: ELLO) (TASE: ELLO) (“Ellomay” or the “Company”), a renewable energy and power generator and developer of renewable energy and power projects in Europe and Israel, today reported its unaudited financial results for the fourth quarter and year ended December 31, 2020.

Financial Highlights

  • Revenues were approximately €9.6 million for the year ended December 31, 2020, compared to approximately €19 million for the year ended December 31, 2019. The decrease is mainly due to the sale of the Company’s Italian PV portfolio (the “Italian PV Portfolio“) in December 2019. 2020 revenues were also impacted by the decrease in demand and prices of the European electricity markets due to the Covid-19 pandemic, partially offset by an increase in revenues in one of the Company’s biogas plants in the Netherlands resulting from increased operational efficiency.
  • Operating expenses were approximately €5 million for the year ended December 31, 2020, compared to approximately €6.6 million for the year ended December 31, 2019. The decrease in operating expenses is mainly attributable to the sale of the Italian PV Portfolio, to increased operational efficiency of the Company’s biogas plants in the Netherlands and to insurance reimbursement in connection with the storm damages in one of the Company’s biogas plants in the Netherlands that reduced operating expenses. Depreciation expenses were approximately €3 million for the year ended December 31, 2020, compared to approximately €6.4 million for the year ended December 31, 2019.
  • Project development costs were approximately €3.5 million for the year ended December 31, 2020, compared to approximately €4.2 million for the year ended December 31, 2019. The decrease in project development costs is mainly due to a decrease in consultancy expenses for the Company’s development project of a 156 MW pumped storage project in the Manara Cliff in Israel (the “Manara PSP“), partially offset by consultancy expenses in connection with the development of new photovoltaic projects in Italy.
  • General and administrative expenses were approximately €4.5 million for the year ended December 31, 2020, compared to approximately €3.8 million for the year ended December 31, 2019. The increase in general and administrative expenses resulted mainly from a higher cost of the Company’s D&O liability insurance.
  • Company’s share of profits of equity accounted investee, after elimination of intercompany transactions, was approximately €1.5 million for the year ended December 31, 2020, compared to approximately €3.1 million for the year ended December 31, 2019. The decrease in the share of profit of equity accounted investee is mainly attributable to the decrease in the revenues of Dorad Energy Ltd. (“Dorad“) mainly due to a decrease in tariff and in the electricity sold to Dorad’s customers for the year ended December 31, 2020, partially offset by lower financing expenses incurred by Dorad as a result of the CPI indexation of loans from banks.
  • Other income, net, was approximately €2.1 million in the year ended December 31, 2020, compared to other expenses, net, of approximately €2.1 million in the year ended December 31, 2019. During 2019, the Company recorded expenses in the amount of approximately €2.1 million in connection with the announcement received from GSE, Italy’s energy regulation agency, by one of the Company’s Italian subsidiaries, claiming alleged non-compliance of the installed modules with the required certifications under the applicable regulation and raising the need to examine incentive eligibility implications (the “GSE Claim“). On December 20, 2019, the Company sold its holdings in this subsidiary. The Sale and Purchase Agreement governing the sale of the subsidiary provided for up to €2.1 million of indemnification in connection with the GSE Claim and the Company recorded this potential payment as other expenses. In 2020, with the cooperation of the acquirer of the Italian subsidiaries, an appeal was submitted to GSE. Following the positive outcomes of such appeal, the provision for the potential indemnification was cancelled.
  • Capital gain was 0 in the year ended December 31, 2020, compared to approximately €18.8 million in the year ended December 31, 2019. The capital gain in the year ended December 31, 2019 was recorded in connection with the sale of the Italian PV Portfolio on December 20, 2019.
  • Financing expenses, net was approximately €3.6 million for the year ended December 31, 2020, compared to approximately €8.2 million for the year ended December 31, 2019. The decrease in financing expenses, net, was mainly attributable to lower interest expenses due to the early repayment of the Company’s Series A Debentures and the sale of the Italian PV Portfolio, including all related project finance.
  • Tax benefit was approximately €0.1 million in the year ended December 31, 2020, compared to tax benefit of approximately €0.3 million in the year ended December 31, 2019.
  • Net loss was approximately €6.2 million in the year ended December 31, 2020, compared to net profit of approximately €9.8 million for the year ended December 31, 2019.
  • Total other comprehensive income was approximately €2.3 million for the year ended December 31, 2020, compared to total other comprehensive income of approximately €1.3 million in the year ended December 31, 2019. The change was mainly due to changes in fair value of cash flow hedges and from foreign currency translation differences on New Israeli Shekel denominated operations, due to fluctuations in the euro/NIS exchange rates.
  • Total comprehensive loss was approximately €3.9 million in the year ended December 31, 2020, compared to total comprehensive profit of approximately €11 million in the year ended December 31, 2019.
  • EBITDA was approximately €0.3 million for the year ended December 31, 2020, compared to approximately €24.1 million (including €18.8 million capital gain recorded in connection of the sale of the Italian PV Portfolio) for the year ended December 31, 2019.
  • Net cash used in operating activities was approximately €5.8 million for the year ended December 31, 2020, compared to approximately €3.7 million provided from operating activities for the year ended December 31, 2019.
  • The Talasol PV Plant reached mechanical completion in September 2020 and was connected to the electricity grid and electricity production commenced at the end of December 2020. PAC was achieved on January 27, 2021.
  • On February 23, 2021, the Company issued additional Series C Debentures in a public offering in Israel in an aggregate principal amount of NIS 100.939 million (approximately €25.6 million based on the euro/NIS exchange rate as of December 31, 2020). The gross proceeds from the offering were NIS 102.4 million and the net proceeds of the offering, net of related expenses such as consultancy fee and commissions, were approximately NIS 101.5 million (approximately €25.7 million based on the euro/NIS exchange rate as of December 31, 2020).
  • On February 23, 2021, the Company issued a new Series D Convertible Debentures in a public offering in Israel in the aggregate principal amount of NIS 62 million (approximately €15.7 million based on the euro/NIS exchange rate as of December 31, 2020). The principal amount of the Series D Debentures is repayable in one installment on December 31, 2026. The Series D Debentures bear a fixed interest at the rate of 1.2% per year (that is not linked to the Israeli CPI or otherwise), payable semi-annually on June 30 and December 31 commencing June 30, 2021 through December 31, 2026 (inclusive). The Series D Debentures are convertible into the Company’s ordinary shares, NIS 10.00 par value per share, at a conversion price of NIS 165 (approximately €41.8 based on the euro/NIS exchange rate as of December 31, 2020), subject to adjustments upon customary terms. The Series D Debentures are not rated. The gross proceeds from the offering were approximately NIS 62.6 million and the net proceeds of the offering, net of related expenses such as consultancy fee and commissions, were approximately NIS 61.8 million (approximately €15.7 million based on the euro/NIS exchange rate as of December 31, 2020).
  • As of March 1, 2021, the Company held approximately €125 million in cash and cash equivalents, approximately €1.76 million in marketable securities and approximately €10 million in restricted long-term cash.
  • On March 18, 2021, the Company’s Series B Debentures were repaid in full. Pursuant to the terms of the deed of trust governing the Series B Debentures, the early repayment consisted of a principal payment in the amount of approximately NIS 86.3 million (approximately €21.5 million), accrued interest in the amount of approximately NIS 0.7 million (approximately €0.16 million) and a prepayment charge of approximately NIS 3.4 million (approximately €0.86 million), amounting to an aggregate repayment amount of approximately NIS 90.4 million (approximately €22.5 million).
  • On February 11, 2021, the Manara PSP Project Finance reached financial closing. The Manara PSP Project Finance will be provided by a consortium of Israeli banks and institutional investors, arranged and led by Mizrahi-Tefahot Bank Ltd. The Manara PSP Project Finance is in the aggregate amount of NIS 1.18 billion (approximately €300 million based on the euro/NIS exchange rate as of December 31, 2020), and includes: (i) a Senior Secured Tranche at a fixed rate of interest for each drawdown, with base interest rate equal to the yield to maturity of Israeli treasury bonds with like duration of the loan drawdown, plus a spread of 3.25% per-annum during the Construction Period of the Project and a spread of 2.40% per-annum from the Actual Completion Date of the Project which proceeds the Commercial Operation Date of the Project. The Senior Secured Tranche is linked to the Israeli Consumer Price Index and is to be repaid over a period of 19.5 years from the commercial operation date; and (ii) a Subordinated Secured B Tranche at a floating rate of interest, with the base interest being the Bank of Israel rate, plus a spread of 4.35% per-annum during the Construction Period and a spread of 3.90% per-annum from the Actual Completion Date. The stated maturity of the Tranche B loan is one year less than the maturity of the Senior Secured Loan with a cash sweep mechanism that shortens its maturity to approximately 12 years from the Commercial Operation Date under the Base Case Financial Model.
  • In connection with the Manara PSP Project Finance that occurred on February 2021, and based on the A.R.Z. Settlement Agreement, A.R.Z. was required to provide its indirect share of equity investment and financing to the Manara PSP. Due to the failure to provide the required funds, Ellomay Water Plants Holdings (2014) Ltd., the Company’s wholly-owned subsidiary that holds 75% of Ellomay PS, seized E.R.Z.’s holdings in Sheva Mizrakot (33%) and, as a result, the Company’s indirect holdings in the Manara PSP increased from 75% to 83.333% in January 2021.

Shlomo Nehama, Chairmen of the Board of Ellomay, commented: “Ellomay Capital operates in one of the developing sectors around the world in the renewable energy field, a market that is expanding and growing.

Ellomay Capital raised funds during the year through issuances of equity and debt in order to expand its operations. In addition, Ellomay Capital has made tremendous advancements during this year, primarily the completion of construction and the commercial operation of the Talasol project that has an installed capacity of 300 MW and that is a large project in a European scale, positioning Ellomay as a leading developer in the renewable energy field. In addition, after a lengthy effort of several years, the Company succeeded in reaching the financial closing and receiving regulatory approval for the construction of the pumped storage project in the Manara Cliff, Israel, which is a central project in the future electricity plans of the State of Israel. In addition to these projects the Company succeeded in advancing and materially improving the operational efficiency of its Biogas projects in the Netherlands. The results of such achievements will be evident in the next year and over the coming years.

I would like to thank Ellomay’s professional team, led by Ran Fridrich, for all their hard work and efforts and for, in spite of the objective difficulties of the Covid-19 pandemic, succeeded in advancing these two significant projects.”

Ran Fridrich, CEO and a board member of Ellomay, further commented: “2020 was a challenging transition year for Ellomay Capital. The portfolio of photovoltaic projects in Italy, which was based on governmental subsidies, was sold at the end of 2019 for a substantial capital gain. This portfolio provided annual revenues of approximately €9 million, which were not part of the Company’s revenues for 2020.

2020 was a year in which new significant projects were built or purchased (the Talasol project in Spain and a biogas project in the Netherlands) and their contribution to the Company’s revenues and income will only become part of the Company’s results during 2021.

In parallel to the construction of the Talasol project, the Company concluded the financial closing of the pumped storage project “Manara Cliff” and the development of the smaller photovoltaic project in Talasol (28 MW), which has already commenced the construction phase, and reached substantial advancements in the development of the pipeline of new Italian photovoltaic projects, with 90 MW expected to receive a construction permit during 2021. The operational improvements of the Netherlands’ biogas plants continued and a new biogas plant that was acquired in December 2020 was successfully added to the operations.

A delay of approximately a quarter in the connection with the Talasol plant to the electricity grid that according to the Spanish grid company was due to Covid-19 implications caused a deviation of approximately €5 million from the projected revenues for 2020. The Company’s projections for 2021 are based mainly on the operating assets (approximately 85% of the projections) and only a small portion is based on assets that are expected to be built during 2021.

The Company is developing a large pipeline of photovoltaic projects in Spain and Italy, all self-developed from the initial stages, and a large portion of them (over 400 MW) are in advanced development stages and are expected to be built during the next two and a half years. In addition, the Company is advancing the process of obtaining building permits for the PV plus storage projects in Israel that the Company won in the first storage tender in Israel.

As noted, 2020 was a challenging year but the Company met all of its goals mainly due to the dedication and high abilities of each one of its employees.”

Use of NON-IFRS Financial Measures

EBITDA is a non-IFRS measure and is defined as earnings before financial expenses, net, taxes, depreciation and amortization. The Company presents this measure in order to enhance the understanding of the Company’s historical financial performance and to enable comparability between periods. While the Company considers EBITDA to be an important measure of comparative operating performance, EBITDA should not be considered in isolation or as a substitute for net income or other statement of operations or cash flow data prepared in accordance with IFRS as a measure of profitability or liquidity. EBITDA does not take into account the Company’s commitments, including capital expenditures, and restricted cash and, accordingly, is not necessarily indicative of amounts that may be available for discretionary uses. Not all companies calculate EBITDA in the same manner, and the measure as presented may not be comparable to similarly-titled measures presented by other companies. The Company’s EBITDA may not be indicative of the historic operating results of the Company; nor is it meant to be predictive of potential future results. A reconciliation between results on an IFRS and non-IFRS basis is provided in the last table of this press release.

About Ellomay Capital Ltd.

Ellomay is an Israeli based company whose shares are registered with the NYSE American and with the Tel Aviv Stock Exchange under the trading symbol “ELLO”. Since 2009, Ellomay Capital focuses its business in the renewable energy and power sectors in Europe and Israel.

To date, Ellomay has evaluated numerous opportunities and invested significant funds in the renewable, clean energy and natural resources industries in Israel, Italy and Spain, including:

  • Approximately 7.9MW of photovoltaic power plants in Spain and a photovoltaic power plant of approximately 9 MW in Israel;
  • 9.375% indirect interest in Dorad Energy Ltd., which owns and operates one of Israel’s largest private power plants with production capacity of approximately 860MW, representing about 6%-8% of Israel’s total current electricity consumption;
  • 51% of Talasol, which owns a photovoltaic plant with a peak capacity of 300MW in the municipality of Talaván, Cáceres, Spain;
  • Groen Gas Goor B.V., Groen Gas Oude-Tonge B.V. and Groen Gas Gelderland B.V., project companies operating anaerobic digestion plants in the Netherlands, with a green gas production capacity of approximately 3 million, 3.8 million and 9.5 million (with a license to produce 7.5 million) Nm3 per year, respectively;
  • 83.333% of Ellomay Pumped Storage (2014) Ltd., which is involved in a project to construct a 156 MW pumped storage hydro power plant in the Manara Cliff, Israel.

For more information about Ellomay, visit http://www.ellomay.com.

Information Relating to Forward-Looking Statements

This press release contains forward-looking statements that involve substantial risks and uncertainties, including statements that are based on the current expectations and assumptions of the Company’s management. All statements, other than statements of historical facts, included in this press release regarding the Company’s plans and objectives, expectations and assumptions of management are forward-looking statements.  The use of certain words, including the words “estimate,” “project,” “intend,” “expect,” “believe” and similar expressions are intended to identify forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995.  The Company may not actually achieve the plans, intentions or expectations disclosed in the forward-looking statements and you should not place undue reliance on the Company’s forward-looking statements. Various important factors could cause actual results or events to differ materially from those that may be expressed or implied by the Company’s forward-looking statements, including the impact of the Covid-19 pandemic on the Company’s operations and projects, including in connection with steps taken by authorities in countries in which the Company operates, changes in the market price of electricity and in demand, regulatory changes, changes in the supply and prices of resources required for the operation of the Company’s facilities (such as waste and natural gas) and in the price of oil, and technical and other disruptions in the operations or construction of the power plants owned by the Company. These and other risks and uncertainties associated with the Company’s business are described in greater detail in the filings the Company makes from time to time with Securities and Exchange Commission, including its Annual Report on Form 20-F. The forward-looking statements are made as of this date and the Company does not undertake any obligation to update any forward-looking statements, whether as a result of new information, future events or otherwise.

Contact:

Kalia Weintraub

CFO
Tel: +972 (3) 797-1111
Email: [email protected]

 

 

Ellomay Capital Ltd. and its Subsidiaries

Condensed Consolidated Statements of Financial Position


December 31,


2020


2019


2020


Audited


Audited


Audited


€ in thousands


Convenience Translation into


US$ in thousands*


Assets


Current assets:

Cash and cash equivalents


66,845

44,509


82,004

Marketable securities


1,761

2,242


2,160

Short term deposits


8,113

6,446


9,953

Restricted cash



22,162



Receivable from concession project


1,491

1,463


1,829

Financial assets



1,418



Trade and other receivables


9,825

4,882


12,053


88,035

83,122


107,999


Non-current assets

Investment in equity accounted investee


32,234

33,561


39,544

Advances on account of investments


2,423

883


2,972

Receivable from concession project


25,036

27,122


30,714

Fixed assets


264,095

114,389


323,987

Right-of-use asset


17,209

15,401


21,112

Intangible asset


4,604

5,042


5,648

Restricted cash and deposits


9,931

10,956


12,183

Deferred tax


3,605

2,285


4,423

Long term receivables


2,762

12,249


3,388

Derivatives


10,238

5,162


12,560


374,761

227,050


459,749


Total assets


462,796

310,172


567,748


Liabilities and Equity


Current liabilities

Current maturities of long term bank loans


10,232

4,138


12,552

Current maturities of long term loans


4,021


4,933

Debentures


10,600

26,773


13,004

Trade payables


12,387

1,765


15,197

Other payables


7,912

5,010


9,706


45,152

37,686


55,392


Non-current liabilities

Lease liability


17,299

15,402


21,222

Long-term loans


134,520

40,805


165,027

Other long-term loans


49,396

48,377


60,598

Debentures


72,124

44,811


88,480

Deferred tax


7,806

6,467


9,576

Other long-term liabilities


513

1,795


629

Derivatives


8,336

7,263


10,226


289,994

164,920


355,758


Total liabilities


335,146

202,606


411,150


Equity

Share capital


25,102

21,998


30,795

Share premium


82,401

64,160


101,088

Treasury shares


(1,736)

(1,736)


(2,130)

Transaction reserve with non-controlling Interests


6,106

6,106


7,491

Reserves


4,164

3,283


5,108

Retained earnings


8,191

12,818


10,049

Total equity attributed to shareholders of the Company


124,228

106,629


152,401

Non-Controlling Interest


798

937


979


Total equity


125,026

107,566


153,380


Total liabilities and equity


460,172

310,172


564,530

* Convenience translation into US$ (exchange rate as at December 31, 2020: euro 1 = US$ 1.227)

** Reclassified

 

 

Ellomay Capital Ltd. and its Subsidiaries

Condensed Consolidated Statements of Financial Position


For the three
months ended December 31,


For the year


ended December 31,


For the three
months ended
December 31,


For the year
ended
December 31,


2020


2019


2020


2019


2020


2020


Unaudited


Audited


Unaudited


Audited



€ in thousands


Convenience Translation into US$*

Revenues


2,801

3,553


9,645

18,988


3,436


11,832

Operating expenses


(1,541)

(1,589)


(4,951)

(6,638)


(1,890)


(6,074)

Depreciation and amortization


(731)

(1,702)


(2,975)

(6,416)


(897)


(3,650)


Gross profit


529

262


1,719

5,934


649


2,108

Project development costs


(479)

(742)


(3,491)

(4,213)


(588)


(4,283)

General and administrative expenses


(1,186)

(969)


(4,512)

(3,827)


(1,455)


(5,535)

Share of profits of equity accounted investee


(380)

704


1,525

3,086


(466)


1,871

Other income (expenses), net


2,100

(2,100)


2,100

(2,100)


2,576


2,576

Capital gain



18,770



18,770






Operating profit


584

15,925


(2,659)

17,650


716


(3,263)

Financing income


802

385


2,134

1,827


984


2,618

Financing income (expenses) in connection with derivatives,
net


(438)

(98)


1,094

897


(537)


1,342

Financing expenses


(1,708)

(3,828)


(6,862)

(10,877)


(2,095)


(8,418)

Financing expenses, net


(1,344)

(3,541)


(3,634)

(8,153)


(1,648)


(4,458)


Profit before taxes on income


(760)

12,384


(6,293)

9,497


(932)


(7,721)

Tax benefit (Taxes on income)


285

1,200


125

287


350


153


Profit for the period


(475)

13,584


(6,168)

9,784


(582)


(7,568)


Profit (loss) attributable to:

Owners of the Company


(216)

13,683


(4,627)

12,060


(265)


(5,676)

Non-controlling interests


(259)

(99)


(1,541)

(2,276)


(318)


(1,892)


Profit (loss) for the  period


(475)

13,584


(6,168)

9,784


(583)


(7,568)


Other comprehensive income (loss) items


That after initial recognition in comprehensive
income (loss) were or will be transferred to profit or
loss:

Foreign currency translation differences for foreign
operations


801

(696)


(482)

2,103


983


(591)

Effective portion of change in fair value of cash flow hedges


(1,443)

(12,213)


2,210

1,076


(1,770)


2,711

Net change in fair value of cash flow hedges transferred to

profit or loss


(163)

356


555

(1,922)


(200)


681

Total other comprehensive profit (loss)


(805)

(12,553)


2,283

1,257


(987)


2,801


Total other comprehensive income (loss)
attributable to:

Owners of the Company


87

(6,286)


881

2,114


107


1,081

Non-controlling interests


(892)

(6,267)


1,402

(857)


(1,094)


1,720


Total other comprehensive income (loss)


(805)

(12,553)


2,283

1,257


(987)


2,801


Total comprehensive income (loss) for the year


(1,280)

1,031


(3,885)

11,041


(1,570)


(4,767)


Total comprehensive income (loss) for the year
attributable to:

Owners of the Company


(129)

7,397


(3,746)

14,174


(158)


(4,595)

Non-controlling interests


(1,151)

(6,366)


(139)

(3,133)


(1,412)


(172)


Total comprehensive
income (loss) for the year


(1,280)

1,031


(3,885)

11,041


(1,570)


(4,767)


Basic net profit per share


(0.01)

1.19


(0.38)

1.09


(0.01)


(0.47)


Diluted net profit per share


(0.01)

1.19


(0.38)

1.09


(0.01)


(0.47)

                   * Convenience translation into US$ (exchange rate as at December 31, 2020: euro 1 = US$ 1.227)

 

 

Ellomay Capital Ltd. and its Subsidiaries

Condensed Consolidated Statements of Changes in Equity (in thousands)


Attributable to shareholders of the Company


Non- controlling


Total


Interests


Equity

 

 

 


Share capital

 

 

 


Share premium

 

 

 


Retained earnings

 

 

 


Treasury shares

 


Translation reserve from


foreign operations

 

 

 


Hedging Reserve


Interests Transaction reserve with


non-controlling Interests

 

 

 


Total






in thousands


For the year ended


December 31, 2020 (Audited):


Balance as at January 1, 2020


21,998


64,160


12,818


(1,736)


4,356


(1,073)


6,106


106,629


937


107,566


Profit (loss) for the year






(4,627)










(4,627)


(1,541)


(6,168)


Other comprehensive loss for the year










(533)


1,414




881


1,402


2,283


Total comprehensive loss for the year






(4,627)




(533)


1,414




(3,746)


(139)


(3,885)


Transactions with owners of the Company,  recognized directly in equity:


Issuance of ordinary shares


3,084


18,191












21,275




21,275


Options exercise


20














20




20


Share-based payments




50












50




50


Balance as at


December 31, 2020


25,102


82,401


8,191


(1,736)


3,823


341


6,106


124,228


798


125,026


For the three months


ended December 31, 2020 (Unaudited):


Balance as at September 30, 2020


25,102


82,379


8,407


(1,736)


2,963


1,114


6,106


124,335


1,949


126,284


Profit (loss) for the year






(216)










(216)


(259)


(475)


Other comprehensive loss for the year










860


(773)




87


(892)


(805)


Total comprehensive loss
for the year






(216)




860


(773)




(129)


(1,151)


(1,280)


Transactions with owners of the Company,  recognized directly in equity:


Issuance of ordinary shares






















Options exercise






















Share-based payments




22












22




22


Balance as at


December 31, 2020


25,102


82,401


8,191


(1,736)


3,823


341


6,106


124,228


798


125,026

 

 

Ellomay Capital Ltd. and its Subsidiaries

Condensed Consolidated Interim Statements of Changes in Equity (in thousands) (cont’d)


Attributable to shareholders of the Company


Non- controlling


Total


Interests


Equity

 

 

 


Share capital

 

 

 


Share premium

 

 

 


Retained earnings

 

 

 


Treasury shares

 


Translation reserve from


foreign operations

 

 

 


Hedging Reserve


Interests Transaction reserve with


non-controlling Interests

 

 

 


Total






in thousands


For the year ended


December 31, 2019 (Audited):


Balance as at


January 1, 2019

19,980

58,344

758

(1,736)

1,396

(227)

78,515

(1,558)

76,957


Profit (loss) for the year

12,060

12,060

(2,276)

9,784


Other comprehensive income for the year

2,960

(846)

2,114

(857)

1,257


Total comprehensive income for the year

12,060

2,960

(846)

14,174

(3,133)

11,041


Transactions with owners of the Company,  recognized directly in equity:


Sale of shares in subsidiaries to


non-controlling interests

5,439

5,439

5,374

10,813


Purchase
of shares in subsidiaries from


non-controlling interests

667

667

254

921


Issuance of ordinary shares

2,010

5,797

7,807

7,807


Options exercise

8

11

19

19


Share-based payments

8

8

8


Balance as at


 December 31, 2019

21,998

64,160

12,818

(1,736)

4,356

(1,073)

6,106

106,629

937

107,566


For the three months


ended December 31, 2019 (Unaudited):


Balance as at


September 30, 2019

21,998

64,155

(865)

(1,736)

5,097

4,472

6,106

99,227

7,303

106,530


Profit (loss) for the period

13,683

13,683

(99)

13,584


Other comprehensive loss for the period

(741)

(5,545)

(6,286)

(6,267)

(12,553)


Total comprehensive income for the period

13,683

(741)

(5,545)

7,397

(6,366)

1,031


Transactions with owners of the Company,  recognized directly in equity:


Share-based payments

5

5

5


Balance as at


December 31, 2019

21,998

64,160

12,818

(1,736)

4,356

(1,073)

6,106

106,629

937

107,566

 

 

Ellomay Capital Ltd. and its Subsidiaries

Condensed Consolidated Interim Statements of Changes in Equity (in thousands) (cont’d)


Attributable to shareholders of the Company


Non- controlling


Total


Interests


Equity

 

 

 


Share capital

 

 

 


Share premium

 

 

 


Retained earnings

 

 

 


Treasury shares

 


Translation reserve from


foreign operations

 

 

 


Hedging Reserve


Interests Transaction reserve with


non-controlling Interests

 

 

 


Total



Convenience translation into US$ (exchange rate as at December 31, 2020: euro 1 = US$ 1.227)


For the year ended


December 31, 2020 (Audited):


Balance as at January 1, 2020


26,987


78,711


15,725


(2,130)


5,343


(1,316)


7,491


130,811


1,151


131,962


Profit (loss) for the year






(5,676)










(5,676)


(1,892)


(7,568)


Other comprehensive loss for the year










(654)


1,735




1,081


1,720


2,801


Total comprehensive loss for the year






(5,676)




(654)


1,735




(4,595)


(172)


(4,767)


Transactions with owners of the Company,  recognized directly in equity:


Issuance of ordinary shares


3,783


22,316












26,099




26,099


Options exercise


25














25




25


Share-based payments




61












61




61


Balance as at


December 31, 2020


30,795


101,088


10,049


(2,130)


4,689


419


7,491


152,401


979


153,380


For the three months


ended December 31, 2020 (Unaudited):


Balance as at September 30, 2020


30,795


101,061


10,314


(2,130)


3,634


1,367


7,491


152,532


2,391


154,923


Profit (loss) for the year






(265)










(265)


(318)


(583)


Other comprehensive loss for the year










1,055


(948)




107


(1,094)


(987)


Total comprehensive loss
for the year






(265)




1,055


(948)




(158)


(1,412)


(1,570)


Transactions with owners of the Company,  recognized directly in equity:


Issuance of ordinary shares






















Options exercise






















Share-based payments




27












27




27


Balance as at


December 31, 2020


30,795


101,088


10,049


(2,130)


4,689


419


7,491


152,401


979


153,380

 

Ellomay Capital Ltd. and its Subsidiaries

Condensed Consolidated Interim Statements of Cash Flow (in thousands)


For the three months
ended December 31,


For the year ended
December 31,


For the three
months ended
December 31,


For the year
ended
December 31,


2020


2019


2020


2019


2020


2020


Unaudited


Audited


Unaudited


Audited






in thousands


Convenience Translation into
US$*


Cash flows from operating activities

Profit for the period


(475)

13,584


(6,168)

9,784


(582)


(7,568)


Adjustments for:

Financing expenses, net


1,344

3,541


3,634

8,153


1,648


4,458

Capital gain



(18,770)



(18,770)





Depreciation and amortization


731

1,702


2,975

6,416


897


3,650

Share-based payment transactions


22

5


50

8


27


61

Share of profits of equity accounted investees 


380

(704)


(1,525)

(3,086)


466


(1,871)

Payment of interest on loan from an equity accounted investee




582

370




714

Change in trade receivables and other receivables


(3,137)

1,305


(3,868)

403


(3,848)


(4,745)

Change in other assets


(205)

(480)


179

(1,950)


(251)


220

Change in receivables from concessions project


203

200


1,426

1,329


249


1,749

Change in accrued severance pay, net



1



9





Change in trade payables


529

47


190

461


649


233

Change in other payables


(2,063)

2,646


(1,226)

5,336


(2,531)


(1,504)

Income tax expense (tax benefit)


(285)

(1,200)


(125)

(287)


(350)


(153)

Income taxes paid


(31)

(81)


(119)

(100)


(38)


(146)

Interest received


761

438


2,075

1,719


934


2,546

Interest paid


(1,325)

(2,846)


(3,906)

(6,083)


(1,625)


(4,792)


(3,076)

(14,196)


342

(6,072)


(3,773)


420

Net cash from (used in) operating activities


(3,551)

(612)


(5,826)

3,712


(4,355)


(7,148)


Cash flows from investing activities

Acquisition of fixed assets


(24,742)

(18,752)


(128,420)

(74,587)


(30,353)


(157,543)

Acquisition of subsidiary, net of cash acquire


(7,464)


(7,464)

(1,000)


(9,157)


(9,157)

Compensation as per agreement with Erez Electricity Ltd.




1,418




1,740

Repayment of loan from an equity accounted investee


55


1,978


67


2,427

Loan to an equity accounted investee


(181)


(181)


(222)


(222)

Proceeds from sale of investments



34,586



34,586





Advances on account of investments




(1,554)




(1,906)

Proceeds from marketable securities


436


1,800


535


2,208

Acquisition of marketable securities


(1,481)


(1,481)


(1,817)


(1,817)

Proceeds from settlement of derivatives, net





532





Proceed (investment) in restricted cash, net


742

(22,140)


23,092

(26,003)


910


28,329

Investment in short term deposit


84


(1,323)

(6,302)


103


(1,623)

Repayment (grant) Loan to others





3,912






Cash flows from financing activities


(32,551)

(6,306)


(112,135)

(68,862)


(39,934)


(137,564)

Repayment of long-term loans and finance lease obligations

Repayment of Debentures


2,224


2,544


2,728


3,121

Proceeds from options


(1,193)

212


(3,959)

(5,844)


(1,464)


(4,857)

Sale of shares in subsidiaries to non-controlling interests



(5,304)


(26,923)

(9,836)




(33,029)

Acquisition of shares in subsidiaries from non-controlling interests


(734)

(12,218)


(734)

(12,218)


(900)


(900)

Issuance of ordinary shares




20

19




25

Proceeds from long term loans





13,936





Proceeds from issuance of Debentures, net





(2,961)





Net cash from (used in) financing activities




21,275

7,807




26,100


9,520

212


111,357

59,298


11,679


136,611

Effect of exchange rate fluctuations on cash and cash equivalents


38,057


38,057

22,317


46,688


46,688

Increase (decrease) in cash and cash equivalents


47,874

(18,744)


141,637

72,518


58,731


173,759

Cash and cash equivalents at the beginning of the period


Cash and cash equivalents at the end of the period


1,084

(637)


(1,340)

259


1,330


(1,646)

                        * Convenience translation into US$ (exchange rate as at December 31, 2020: euro 1 = US$ 1.227)

 

 

Ellomay Capital Ltd. and its Subsidiaries

Reconciliation of Profit (Loss) to EBITDA (in thousands)


For the three months
ended December 31,


For the year ended
December 31,


For the three
months ended
December 31,


For the year
ended
December 31,


2020


2019


2020


2019


2020


2020


Unaudited






in thousands


Convenience Translation into
US$*


Net profit (loss) for the period


(475)

13,584


(6,168)

9,784


(583)


(7,568)


Financing expenses, net


1,344

3,541


3,634

8,153


1,648


4,458


Taxes on income (tax benefit)


(285)

(1,200)


(125)

(287)


(350)


(153)


Depreciation and amortization


731

1,702


2,975

6,416


897


3,650


EBITDA


1,315

17,627


316

24,066


1,612


387

* Convenience translation into US$ (exchange rate as at December 31, 2020: euro 1 = US$ 1.227)

 

 

Information for the Company’s Debenture Holders

Pursuant to the Deeds of Trust governing the Company’s Series C and Series D Debentures (together, the “Debentures“), the Company is required to maintain certain financial covenants. For more information, see Item 5.B of the Company’s Annual Report on Form 20-F submitted to the Securities and Exchange Commission on April 7, 2020 and below.

Net Financial Debt

As of December 31, 2020, the Company’s Net Financial Debt (as such term is defined in the Deeds of Trust of the Company’s Debentures) was approximately €6.2 million (consisting of approximately €207.9 million of short-term and long-term debt from banks and other interest bearing financial obligations and approximately €82.7 million in connection with the Series C Debentures issuances (in July 2019 and October 2020), net of approximately €76.7 million of cash and cash equivalents, short-term deposits and marketable securities and net of approximately €207.7 million* of project finance and related hedging transactions of the Company’s subsidiaries).

_____________________________

* The project finance amount deducted from the calculation of Net Financial Debt includes project finance obtained from various sources, including financing entities and the minority shareholders in project companies held by the Company (provided in the form of shareholders’ loans to the project companies).

Information for the Company’s Series C Debenture Holders

The Deed of Trust governing the Company’s Series C Debentures includes an undertaking by the Company to maintain certain financial covenants, whereby a breach of such financial covenants for two consecutive quarters is a cause for immediate repayment. As of December 31, 2020, the Company was in compliance with the financial covenants set forth in the Series C Deed of Trust as follows: (i) the Company’s shareholders’ equity was approximately €127.7 million and (ii) the ratio of the Company’s Net Financial Debt (as set forth above) to the Company’s CAP, Net (defined as the Company’s consolidated shareholders’ equity plus the Net Financial Debt) was 4.7% and (iii) the ratio of the Company’s Net Financial Debt to the Company’s Adjusted EBITDA(1) was 1.8.

______________________________________________

(1) The term “Adjusted EBITDA” is defined in the Series C Deed of Trust as earnings before financial expenses, net, taxes, depreciation and amortization, where the revenues from the Company’s operations, such as the Talmei Yosef project, are calculated based on the fixed asset model and not based on the financial asset model (IFRIC 12), and before share-based payments. The Series C Deed of Trust provides that for purposes of the financial covenant, the Adjusted EBITDA will be calculated based on the four preceding quarters, in the aggregate. The Adjusted EBITDA is presented in this press release as part of the Company’s undertakings towards the holders of its Series C Debentures. For a general discussion of the use of non-IFRS measures, such as EBITDA and Adjusted EBITDA see above under “Use of NON-IFRS Financial Measures.”

The following is a reconciliation between the Company’s profit (loss) and the Adjusted EBITDA (as defined in the Series C Deed of Trust) for the four-quarter period ended December 31, 2020:


For the four
quarter period
ended
December 31,
2020


Unaudited









in thousands


Profit (loss) for the period


(6,168)

Financing expenses, net


3,634

Taxes on income


(125)

Depreciation


2,975

Adjustment to revenues of the Talmei Yosef project due to calculation based on the
fixed asset model


3,023

Share-based payments


50

Adjusted EBITDA as defined the Series C Deed of Trust


3,389

 

Information for the Company’s Series D Debenture Holders

The Deed of Trust governing the Company’s Series D Debentures includes an undertaking by the Company to maintain certain financial covenants, whereby a breach of such financial covenants for the periods set forth in the Series D Deed of Trust is a cause for immediate repayment. As of December 31, 2020, the Company was in compliance with the financial covenants set forth in the Series D Deed of Trust as follows: (i) the Company’s Adjusted Shareholders’ Equity (as defined in the Series D Deed of Trust) was approximately €117.5 million and (ii) the ratio of the Company’s Net Financial Debt (as set forth above) to the Company’s CAP, Net (defined as the Company’s consolidated shareholders’ equity plus the Net Financial Debt) was 5.1% and (iii) the ratio of the Company’s Net Financial Debt to the Company’s Adjusted EBITDA (as defined in the Series D Deed of Trust(1)) was .16.

______________________________________________

(1) The term “Adjusted EBITDA” is defined in the Series D Deed of Trust as earnings before financial expenses, net, taxes, depreciation and amortization, where the revenues from the Company’s operations, such as the Talmei Yosef project, are calculated based on the fixed asset model and not based on the financial asset model (IFRIC 12), and before share-based payments, when the data of assets or projects whose Commercial Operation Date (as such term is defined in the Series D Deed of Trust) occurred in the four quarters that preceded the relevant date will be calculated based on Annual Gross Up (as such term is defined in the Series D Deed of Trust). The Series D Deed of Trust provides that for purposes of the financial covenant, the Adjusted EBITDA will be calculated based on the four preceding quarters, in the aggregate. The Adjusted EBITDA is presented in this press release as part of the Company’s undertakings towards the holders of its Series D Debentures. For a general discussion of the use of non-IFRS measures, such as EBITDA and Adjusted EBITDA see above under “Use of NON-IFRS Financial Measures.”

The following is a reconciliation between the Company’s profit (loss) and the Adjusted EBITDA (as defined in the Series D Deed of Trust) for the four-quarter period ended December 31, 2020:


For the four
quarter period
ended
December 31,
2020


Unaudited









in thousands


Profit (loss) for the period


(6,168)

Financing expenses, net


3,634

Taxes on income


(125)

Depreciation


2,975

Adjustment to revenues of the Talmei Yosef project due to calculation based on the
fixed asset model


3,023

Share-based payments


50

Adjustment to data relating to projects with a Commercial Operation Date during the
four preceding quarters*


384

Adjusted EBITDA as defined the Series D Deed of Trust


3,773

* Based on the internal calculation of EBITDA of the biogas plant in Gelderland, the Netherlands since the
acquisition date (December 1, 2020). These results were not included in the profit and loss statement of the
Company for the year ended December 31, 2020.

 

 

 

 

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SOURCE Ellomay Capital Ltd

NN, Inc. To Host Investor Update on Wednesday, April 7, 2021

PR Newswire

CHARLOTTE, N.C., March 31, 2021 /PRNewswire/ — NN, Inc. (NASDAQ: NNBR), a diversified industrial company, today announced that it will host an investor update on Wednesday, April 7, 2021.

Management will hold a conference call and presentation at 9 a.m. ET, to review the Company’s long-term strategic growth plan and provide an update to investors regarding management’s outlook as well as the recent refinancing transaction. The formal presentation will be followed by a question and answer session. The conference call will be webcast simultaneously and in its entirety through the Company’s website at www.nninc.com. For those who are unavailable to listen to the live call, a replay will be available shortly after the call until April 21, 2021.


About NN, Inc.

NN, Inc., a diversified industrial company, combines advanced engineering and production capabilities with in-depth materials science expertise to design and manufacture high-precision components and assemblies for a variety of markets on a global basis. Headquartered in Charlotte, North Carolina, NN has 32 facilities in North America, Europe, South America, and China.

Except for specific historical information, many of the matters discussed in this press release may express or imply projections of revenues or expenditures, statements of plans and objectives or future operations or statements of future economic performance. These, and similar statements, are forward-looking statements concerning matters that involve risks, uncertainties and other factors which may cause the actual performance of NN, Inc. and its subsidiaries to differ materially from those expressed or implied by this discussion. All forward-looking information is provided by the Company pursuant to the safe harbor established under the Private Securities Litigation Reform Act of 1995 and should be evaluated in the context of these factors. Forward-looking statements generally can be identified by the use of forward-looking terminology such as “assumptions”, “target”, “guidance”, “outlook”, “plans”, “projection”, “may”, “will”, “would”, “expect”, “intend”, “estimate”, “anticipate”, “believe”, “potential” or “continue” (or the negative or other derivatives of each of these terms) or similar terminology. Factors which could materially affect actual results include, but are not limited to: general economic conditions and economic conditions in the industrial sector, the impacts of the coronavirus (COVID-19) pandemic on the Company’s financial condition, business operations and liquidity, inventory levels, regulatory compliance costs and the Company’s ability to manage these costs, start-up costs for new operations, debt reduction, competitive influences, risks that current customers will commence or increase captive production, risks of capacity underutilization, quality issues, availability and price of raw materials, currency and other risks associated with international trade, the Company’s dependence on certain major customers, and the successful implementation of the global growth plan including development of new products. Similarly, statements made herein and elsewhere regarding pending and completed transactions are also forward-looking statements, including statements relating to the future performance and prospects of an acquired business, the expected benefits of an acquisition on the Company’s future business and operations and the ability of the Company to successfully integrate recently acquired businesses.


For additional information concerning such risk factors and cautionary statements, please see the section titled “Risk Factors” in the Company’s periodic reports filed with the Securities and Exchange Commission, including, but not limited to, the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2020. Except as required by law, we undertake no obligation to update or revise any forward-looking statements we make in our press releases, whether as a result of new information, future events or otherwise.

FOR FURTHER INFORMATION:

Jeff Tryka, CFA 
Investor Relations Contact
[email protected] 
(616) 258-5766  

Cision View original content:http://www.prnewswire.com/news-releases/nn-inc-to-host-investor-update-on-wednesday-april-7-2021-301260019.html

SOURCE NN, Inc.

Golden Star Announces Changes to Board of Directors at the 2021 Annual General Meeting of Shareholders

PR Newswire

TORONTO, March 31, 2021 /PRNewswire/ – Golden Star Resources Ltd. (NYSE American: GSS) (TSX: GSC) (GSE: GSR) (“Golden Star” or the “Company”) is pleased to announce that Karen Akiwumi-Tanoh and Gerard De Hert will be put forward for election as directors of the Company at the forthcoming annual general meeting of Golden Star shareholders on 6 May, 2021 (the “AGM”). In further changes to the Company’s board of directors (the “Board”), Robert Doyle will not be standing for re-election at the AGM. Mr. Doyle’s retirement is in line with Golden Star’s Board mandate of a maximum term limit of 10 years for directors. Current board member, Mona Quartey, will replace Mr. Doyle as chair of the audit committee of the Board.

Ms. Akiwumi-Tanoh is a chartered accountant and experienced non-executive director (“NED”), with an extensive career in the African banking sector, predominately with Ecobank Transnational Inc. Her current board roles include NED and audit committee chair of First Atlantic Bank, Ghana and NED and audit committee chair of Prudential Life, Ghana. Previous NED roles include chair of the board of directors of First Atlantic Bank, Ghana and NED of Beneficial Life Insurance, Togo. Previous executive roles included managing director of Ecobank, Sierra Leone and member of the advisory board of Spencer Stuart, South Africa. She holds an MBA from the University of Ghana.

Mr. De Hert is Managing Director, Technical Services for La Mancha Holding, a privately held company specialized in gold mining investments, where he oversees technical diligence work in new and existing investments. Prior to joining La Mancha, he was senior vice president of exploration at Endeavour Mining. He was also a member of Endeavour Mining’s ESG committee between 2018 and 2020. Prior to that, he spent several years working as general manager at Vale-ARM, managing the Lupoto Copper project. Other prior roles include chief geologist at Teal Mining, regional exploration geologist at IAMGOLD and chief mine geologist at AngloGold Ashanti. He holds a Masters Degree in mineralogy and geology from the Catholic University of Louvain and a Masters Degree in mineral exploration from the University of Leicester. Mr De Hert will stand as a nominee of La Mancha Holding, replacing Ani Markova who has been invited by the Board to continue to serve as a director of the Company and will stand for re-election at the AGM.


Tim Baker, Chairman of Golden Star, commented:

“We would like to thank Rob Doyle for his many contributions to the Company.  As part of the on-going board renewal process at Golden Star, after 10 years he will not be standing for re-election. In his place, we are delighted that Karen Akiwumi-Tanoh, who is Ghanaian and who has extensive experience in the financial sector in Africa, has agreed to stand for election. In addition, La Mancha have nominated Gerard De Hert to stand for election to the Board, and his extensive experience in the African gold mining sector and technical expertise will be a great addition. I am also pleased that Ani Markova has agreed to stand for re-election as a director at the AGM. While this will mean an increase in the size of the Board to 10 directors, it will allow for a proper transition over the coming year prior to further rotation in accordance with our policies next year when I envisage the Board will go back to nine members.

As a result of these changes, the female representation on our Board will increase to 40%, reflecting our continued commitment to inclusion and diversity throughout the Company.”

Company Profile:

Golden Star is an established gold mining company that owns and operates the Wassa underground mine in the Western Region of Ghana, West Africa.  Listed on the NYSE American, the Toronto Stock Exchange and the Ghanaian Stock Exchange, Golden Star is focused on delivering strong margins and free cash flow from the Wassa mine.  As the winner of the Prospectors & Developers Association of Canada 2018 Environmental and Social Responsibility Award, Golden Star remains committed to leaving a positive and sustainable legacy in its areas of operation.

Cision View original content to download multimedia:http://www.prnewswire.com/news-releases/golden-star-announces-changes-to-board-of-directors-at-the-2021-annual-general-meeting-of-shareholders-301259986.html

SOURCE Golden Star Resources Ltd.

XL Fleet Announces Fourth Quarter and Full-Year 2020 Financial Results

XL Fleet Announces Fourth Quarter and Full-Year 2020 Financial Results

BOSTON–(BUSINESS WIRE)–
XL Fleet Corp. (NYSE: XL) (“XL Fleet” or the “Company”), a leading provider of fleet electrification solutions for commercial vehicles in North America, today announced fourth quarter and full-year 2020 financial results.

Full-Year and Recent Highlights

  • Generated revenue for full-year 2020 of $20.3 million, an increase of 182% vs. $7.2 million in the prior year
  • Generated revenue for fourth quarter of 2020 of $10.9 million, compared to $0.3 million in the prior year quarter
  • Shipped 1,537 total systems during full-year 2020, including 837 systems in the fourth quarter of 2020
  • Reported gross profit for full-year 2020 of $2.7 million, reflecting gross margin of 13.5%
  • Reported gross profit for fourth quarter of 2020 of $2.0 million, reflecting gross margin of 18.3%
  • Completed business combination with Pivotal Investment Corp. II on December 21, 2020
  • Exited 2020 with cash balance of $329.6 million; cash balance of $407.9 million as of March 15, 2021
  • Achieved over 4,300 cumulative hybrid and plug-in hybrid systems sold through 2020

Management Commentary

“XL Fleet continues to deliver on its commitments, including achieving record fourth quarter and full-year 2020 revenue, capping off the most successful year in our company’s history,” said Dimitri Kazarinoff, Chief Executive Officer of XL Fleet. “We nearly tripled revenue despite the significant challenges facing industries and economies across the globe, delivered more than 1,500 systems to a strong base of customers, while generating positive gross margins. Following the completion of our business combination in December and warrant redemption in March, we are armed with approximately $408 million in cash, and we believe we are extremely well positioned to continue executing our growth strategy and to maintain a leadership position in the rapidly growing commercial fleet electrification market.”

“We are proud to be a leader in commercial fleet electrification, with over 4,300 systems sold through 2020, hundreds of commercial fleet customers throughout North America, and over 150 million customer miles driven,” said Tod Hynes, Founder and President of XL Fleet. “We continue to successfully scale our platform, grow our team, expand our portfolio of electrification solutions, and enable our customers to meet their sustainability and operational goals, while upholding the performance and reliability they require. Our mission is to make electrification simple, efficient and low-cost. Our growing solutions portfolio, including ongoing development of all-electric solutions and development of XL Grid, positions us well to become a comprehensive solutions provider for commercial fleet electrification.”

Outlook

“We believe the long-term outlook for the commercial fleet market remains robust, with continued growth in demand for electrification and our expanding base of solutions,” said Mr. Kazarinoff. “The world is electrifying – however, economies and businesses around the world continue to face ongoing impacts of the COVID-19 pandemic. As a result, we continue to experience significant friction including OEM delays amid microchip and other shortages, and currently forecast first quarter 2021 revenue of approximately $1 million, or roughly flat versus the prior year quarter.”

“Given this ongoing uncertainty and the potential for extended industry-wide issues, combined with typical seasonal patterns in our orders and a significant majority of revenues focused on the second half as in prior years, we are not currently providing formal full-year 2021 financial guidance. As these pressures abate, we expect to see a stronger market environment emerge later this year. In this scenario, we would expect to realize significant revenue growth in 2021, accompanied by even more pronounced seasonality and therefore weighting to the second half of the year.”

Full-Year 2020 Financial Results

Revenue totaled $20.3 million for full-year 2020, reflecting an increase of 182% as compared to $7.2 million for the full-year 2019. Gross profit totaled $2.7 million for the full-year 2020, compared to a gross loss of $0.9 million for the full-year 2019. Adjusted EBITDA for the full-year 2020 totaled ($14.7), compared to ($13.3) million for the full-year 2019.

Fourth Quarter 2020 Financial Results

Revenue totaled $10.9 million in the fourth quarter of 2020 compared to $0.3 million in the fourth quarter of 2019. Gross profit totaled $2.0 million for the fourth quarter of 2020, compared to a gross loss of $0.6 million in the fourth quarter of 2019. Adjusted EBITDA totaled ($1.8) million for the fourth quarter of 2020, compared to ($3.8) million for the fourth quarter of 2019.

Balance Sheet and Capital

Cash and cash equivalents as of December 31, 2020 totaled $329.6 million. Following the Public Warrant redemption completed in March 2021, total cash and cash equivalents increased by an additional $85.6 million, resulting in total cash and cash equivalents of $407.9 million as of March 15, 2021. Total debt outstanding as of December 31, 2020 was approximately $0.1 million. Following the completion of the business combination in December 2020 and including the Public Warrant redemption in March 2021, XL Fleet currently has approximately 139 million shares of Common Stock outstanding.

Operating Summary

For the full-year 2020, the Company shipped a total of 1,537 systems, of which, 837 systems were shipped during the fourth quarter of 2020. Systems shipped during 2020 include XL Fleet’s hybrid and plug-in hybrid systems. XL Fleet is currently developing all electric systems, and remains on track to begin shipments in 2022.

Recent Operational & Business Updates

In March 2021, XL Fleet opened its commercial fleet electrification technology center, an approximately 25,000 square-foot engineering facility located in the Metro Detroit region. The state-of-the-art facility is strategically located with access to world-class automotive and engineering talent, and will be utilized for the design, development, testing and production of electrification solutions.

In February 2021, XL Fleet reached a strategic partnership with UBS Arena and the New York Islanders, with the opportunity to explore the deployment and operation of 1,000 EV charging stations at UBS Arena, which is located strategically in the metropolitan New York region near both LaGuardia and JFK Airports. XL Fleet intends to support this project through the development, deployment and management of a robust suite of electrification infrastructure, including solar power generation, energy storage and vehicle charging stations, and the equipment and deployment of EV fleets for use by UBS Arena and the New York Islanders.

In February 2021, XL Fleet announced a partnership with Curbtender to develop all-electric, plug-in hybrid and hybrid electric refuse trucks beginning in 2021. The agreement also includes the joint development of plug-in hybrid electric versions of the vehicle, as well as a range of Class 3 to Class 8 vehicle solutions for the waste management industry.

In December 2020, XL Fleet announced the launch of XL Grid, advancing the Company’s electrification as a service offering. XL Grid provides charging infrastructure, energy storage and power solutions for fleets. In January 2021, the Company hired Colleen Calhoun as Vice President & General Manager of XL Grid. Colleen brings more than 25 years of leadership experience in GE’s Energy, Power and Finance Businesses.

In December 2020, XL Fleet expanded its line of electrified powertrains to include a hybrid electric drive system for the Class 5 Ford F-550 Super Duty chassis to meet significant, growing demand across municipal transportation, utilities, construction equipment and customer service vehicle applications. Deliveries to customers began in the fourth quarter of 2020.

On December 21, 2020, XL Fleet completed its business combination with Pivotal Investment Corporation II and began trading on the New York Stock Exchange under the ticker symbol XL on December 22, 2020.

Conference Call Information

The XL Fleet management team will host a conference call to discuss its fourth quarter and full-year 2020 financial results on March 31, 2021 at 5:00 p.m. Eastern Time. The call can be accessed live over the telephone by dialing 877-407-3982, or for international callers, 201-493-6780 and referencing XL Fleet. Alternatively, the call can be accessed via a live webcast accessible on the Events & Presentations page in the Investor Relations section of The Company’s website at www.xlfleet.com. A replay will be available shortly after the call and can be accessed by dialing 844-512-2921, or for international callers, 412-317-6671. The passcode for the replay is 13716139. The replay will be available until April 14, 2021. An archive of the webcast will be available for a period of time shortly after the call on the Investor Relations section of the Company’s website at www.xlfleet.com.

About XL Fleet

XL Fleet is a leading provider of fleet electrification solutions for commercial vehicles in North America, with more than 150 million miles driven by customers such as The Coca-Cola Company, Verizon, Yale University and the City of Boston. XL Fleet’s hybrid and plug-in hybrid electric drive systems can increase fuel economy up to 25-50 percent and reduce carbon dioxide emissions up to 20-33 percent, decreasing operating costs and meeting sustainability goals while enhancing fleet operations. XL Fleet’s plug-in hybrid electric drive system was named one of TIME magazine’s best inventions of 2019. For additional information, please visit www.xlfleet.com.

Forward Looking Statements

Certain statements in this press release may constitute “forward-looking statements” within the meaning of the federal securities laws. 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 statements are based on various assumptions, whether or not identified in this press release, and on the current expectations of management and are not predictions of actual performance. Forward-looking statements are subject to a number of risks and uncertainties that could cause actual results to differ materially from the forward-looking statements, including but not limited to failure to realize the anticipated benefits from the business combination; the effects of pending and future legislation; the highly competitive nature of the Company’s business and the commercial vehicle electrification market; litigation, complaints, product liability claims and/or adverse publicity; cost increases or shortages in the components or chassis necessary to support the Company’s products and services; the introduction of new technologies; the impact of the COVID-19 pandemic on the Company’s business, results of operations, financial condition, regulatory compliance and customer experience; the potential loss of certain significant customers; privacy and data protection laws, privacy or data breaches, or the loss of data; general economic, financial, legal, political and business conditions and changes in domestic and foreign markets; the inability to convert its sales opportunity pipeline into binding orders; risks related to the rollout of the Company’s business and the timing of expected business milestones; the effects of competition on the Company’s future business; the availability of capital; and the other risks discussed under the heading “Risk Factors” in the definitive prospectus filed on January 22, 2021 and other documents that the Company files with the SEC in the future. 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. These forward-looking statements speak only as of the date hereof and the Company specifically disclaims any obligation to update these forward-looking statements.

Use of Non-GAAP Financial Information

To supplement its consolidated financial statements, which are prepared and presented in accordance with U.S. generally accepted accounting principles (“GAAP”), XL Fleet Corp. reports EBITDA and Adjusted EBITDA, which are non-GAAP financial measures. EBITDA is determined by taking net income and adding interest, depreciation and amortization. Adjusted EBITDA is determined by taking EBITDA and adding loss on extinguishment of debt and loss on extinguishment of convertible notes derivative liabilities. This prospective financial information was not prepared with a view toward compliance with published guidelines of the SEC or the guidelines established by the American Institute of Certified Public Accountants for preparation and presentation of prospective financial information or U.S. GAAP with respect to forward looking financial information. We believe that these non-GAAP measures, viewed in addition to and not in lieu of our reported GAAP results, provides useful information to investors by providing a more focused measure of operating results, enhances the overall understanding of past financial performance and future prospects, and allows for greater transparency with respect to key metrics used by management in its financial and operational decision making. The non-GAAP measures presented herein may not be comparable to similarly titled measures presented by other companies. EBITDA and Adjusted EBITDA has been reconciled to the nearest GAAP measure in the tables within these this press release.

 

XL Fleet Corp.

Consolidated Statements of Operations

For the 12 Months Ended December 31, 2020 and December 31, 2019

 
Twelve Months Ended December 31,
(In thousands, except per share and share amounts)

 

2020

 

 

2019

 

Revenues

$

20,338

 

$

7,215

 

Cost of revenues

 

17,594

 

 

8,075

 

Gross profit

 

2,744

 

 

(860

)

Operating expenses:
Research and development

 

4,445

 

 

2,874

 

Selling, general, and administrative expenses

 

13,593

 

 

9,835

 

Loss from operations

 

(15,294

)

 

(13,569

)

Other (income) expense:
Interest expense, net

 

6,370

 

 

2,151

 

Loss on extinguishment of debt

 

1,038

 

 

 

Change in fair value of convertible notes payable derivative liabilities

 

2,889

 

 

(819

)

Net loss

$

(25,591

)

$

(14,901

)

Net loss per share, basic and diluted

$

(0.30

)

$

(0.19

)

Weighted-average shares outstanding, basic and diluted

 

84,565,448

 

 

79,823,065

 

 

XL Fleet Corp.

Reconciliation of Non-GAAP Measures

For the 12 Months Ended December 31, 2020 and December 31, 2019

 
Twelve Months Ended December 31,
(In thousands, except per share and share amounts)

 

2020

 

 

2019

 

Net loss

$

(25,591

)

$

(14,901

)

Interest expense, net

 

6,370

 

 

2,151

 

Depreciation and amortization

 

622

 

 

319

 

Loss on extinguishment of debt

 

1,038

 

 

 

Change in fair value of convertible notes payable derivative liabilities

 

2,889

 

 

(819

)

Adjusted EBITDA

$

(14,672

)

$

(13,250

)

 

XL Fleet Corp.

Consolidated Statements of Operations

For the Three Months Ended December 31, 2020 and December 31, 2019

 
Three Months Ended December 31,
(In thousands, except per share and share amounts)

 

2020

 

 

2019

 

Revenues

$

10,866

 

$

281

 

Cost of revenues

 

8,881

 

 

884

 

Gross profit

 

1,985

 

 

(603

)

Operating expenses:
Research and development

 

1,148

 

 

1,131

 

Selling, general, and administrative expenses

 

2,795

 

 

2,145

 

Loss from operations

 

(1,958

)

 

(3,879

)

Other (income) expense:
Interest expense, net

 

4,249

 

 

1,360

 

Change in fair value of convertible notes payable derivative liabilities

 

(643

)

 

(1,524

)

Net loss

$

(5,564

)

$

(3,715

)

Net loss per share, basic and diluted

$

(0.06

)

$

(0.05

)

Weighted-average shares outstanding, basic and diluted

 

89,763,295

 

 

80,377,810

 

 

XL Fleet Corp.

Reconciliation of Non-GAAP Measures

For the Three Months Ended December 31, 2020 and December 31, 2019

 
Three Months Ended December 31,
(In thousands, except per share and share amounts)

 

2020

 

 

2019

 

Net loss

$

(5,564

)

$

(3,715

)

Interest expense, net

 

4,249

 

 

1,360

 

Depreciation and amortization

 

148

 

 

129

 

Change in fair value of convertible notes payable derivative liabilities

 

(643

)

 

(1,524

)

Adjusted EBITDA

$

(1,810

)

$

(3,750

)

 

XL Fleet Corp.

Consolidated Balance Sheets

As of December 31, 2020 and December 31, 2019

 
As of December 31,
(In thousands)

 

2020

 

 

2019

 

Assets
Current assets:
Cash and cash equivalents

$

329,641

 

$

3,386

 

Restricted cash

 

150

 

 

150

 

Accounts receivable

 

10,559

 

 

1,159

 

Inventory, net

 

3,574

 

 

2,240

 

Prepaid expenses and other current assets

 

1,396

 

 

146

 

Total current assets

 

345,320

 

 

7,081

 

Property and equipment, net

 

579

 

 

840

 

Intangible assets, net

 

593

 

 

809

 

Goodwill

 

489

 

 

489

 

Other assets

 

32

 

 

30

 

Total assets

$

347,013

 

$

9,249

 

Liabilities and stockholders’ equity (deficit)
Current liabilities:
Current portion of long-term debt, net of debt discount and issuance costs

$

110

 

$

1,435

 

Subordinated convertible promissory notes

 

 

 

9,102

 

Convertible debt derivative liability

 

 

 

1,349

 

Accounts payable

 

4,372

 

 

549

 

Accrued expenses and other current liabilities

 

4,601

 

 

3,054

 

Total current liabilities

 

9,083

 

 

15,489

 

Long-term debt, net of current portion

 

98

 

 

1,849

 

Deferred revenue

 

305

 

 

133

 

Contingent consideration

 

924

 

 

1,101

 

New market tax credit obligation(1)

 

4,412

 

 

4,377

 

Total liabilities

 

14,822

 

 

22,949

 

 
Commitments and contingencies
 
Stockholders’ equity (deficit)
Common stock, $0.0001 par value; 350,000,000 and 130,000,000 shares authorized at
December 31, 2020 and 2019, respectively; 131,365,171 and 80,400,727 issued and outstanding at
December 31, 2020 and 2019, respectively

 

13

 

 

8

 

Additional paid-in capital

 

425,364

 

 

53,887

 

Accumulated deficit

 

(93,186

)

 

(67,595

)

Total stockholders’ equity (deficit)

 

332,191

 

 

(13,700

)

Total liabilities and stockholders’ equity (deficit)

$

347,013

 

$

9,249

 

 
(1) Held by variable interest entity

 

Investor Contact:

[email protected]

Media Contact:

[email protected]

KEYWORDS: United States North America Massachusetts

INDUSTRY KEYWORDS: Trucking Automotive Logistics/Supply Chain Management Transport Alternative Vehicles/Fuels Fleet Management Other Transport

MEDIA:

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Empire State Realty Trust Announces New $850 Million Unsecured Revolving Credit Facility

Empire State Realty Trust Announces New $850 Million Unsecured Revolving Credit Facility

NEW YORK–(BUSINESS WIRE)–
Empire State Realty Trust, Inc. (NYSE: ESRT) (the “Company”), a leading real estate investment trust with office and retail properties in Manhattan and the greater New York metropolitan area, today announced that it has closed on an $850 million, four-year unsecured revolving credit agreement with a group of financial institutions. The new unsecured facility, which has an initial maturity of March 31, 2025 that can be extended by two, six-month periods at the Company’s option, will replace the Company’s existing undrawn revolving credit facility that was scheduled to mature on August 29, 2021. In addition, the facility has a sustainability-linked pricing mechanism that reduces the borrowing spread if certain benchmarks are achieved each year.

“We are pleased to close on our new four-year revolving credit facility that maintains our robust liquidity position and extends our balance sheet flexibility,” said Christina Chiu, Empire State Realty Trust’s Executive Vice President and Chief Financial Officer. “The strong execution reinforces the lenders’ views of ESRT as an experienced, well-capitalized owner and operator of quality assets and ESRT’s ability to access the capital markets.”

The new unsecured revolving credit facility was arranged by BofA Securities, Inc., Wells Fargo Securities, LLC, Capital One, National Association, JPMorgan Chase Bank, N.A., and U.S. Bank National Association as Joint Lead Arrangers. Bank of America, N.A. is the Administrative Agent. U.S. Bank National Association is the Documentation Agent. Bank of Montreal and Goldman Sachs Bank USA are Senior Managing Agents. Other lenders include KeyBank National Association and Morgan Stanley Senior Funding, Inc.

About Empire State Realty Trust

Empire State Realty Trust, Inc. (NYSE: ESRT) owns, manages, operates, acquires and repositions office and retail properties in Manhattan and the greater New York metropolitan area, including the Empire State Building, the “World’s Most Famous Building.” The company’s office and retail portfolio covers 10.1 million rentable square feet, as of Dec. 31, 2020, which consists of 9.4 million rentable square feet across 14 office properties, including nine in Manhattan, three in Fairfield County, Connecticut, and two in Westchester County, New York; as well as approximately 700,000 rentable square feet in the retail portfolio.

Empire State Realty Trust is a leader in energy efficiency in the built environment and sustainability space, with 76 percent of the eligible portfolio ENERGY STAR certified and 100 percent fully powered by renewable wind electricity. As the first commercial real estate portfolio in the Americas to achieve the evidence-based, third-party verified WELL Health-Safety Rating for health and safety, ESRT additionally earned the highest possible GRESB 5 Star Rating and Green Star recognition for sustainability performance in real estate and was named a Fitwel Champion for healthy, high-performance buildings. To learn more about Empire State Realty Trust, visit empirestaterealtytrust.com and follow ESRT on LinkedIn, Instagram, Twitter and Facebook for all of the latest announcements.

Investors

Empire State Realty Trust Investor Relations

(212) 850-2678

[email protected]

KEYWORDS: New York United States North America

INDUSTRY KEYWORDS: Other Construction & Property Commercial Building & Real Estate Construction & Property REIT

MEDIA:

TechnipFMC Completes Share Purchase Agreement with Bpifrance

TechnipFMC Completes Share Purchase Agreement with Bpifrance

LONDON & PARIS & HOUSTON–(BUSINESS WIRE)–
Regulatory News:

TechnipFMC (NYSE: FTI) (PARIS: FTI) today provided an update on the Share Purchase Agreement with Bpifrance Participations SA (“Bpifrance”) related to its recent separation into two industry-leading, independent, publicly traded companies – TechnipFMC and Technip Energies.

Bpifrance, a substantial shareholder of TechnipFMC since 2009, has agreed to an investment of $100 million in Technip Energies, which has been acquired from TechnipFMC’s retained stake in Technip Energies. The shares acquired by Bpifrance through this investment are in addition to those received through the dividend distribution made at the time of separation to all shareholders of TechnipFMC. The investment reflects Bpifrance’s commitment as a long-term reference shareholder of Technip Energies.

The sale of shares to Bpifrance reduced the Company’s ownership in Technip Energies to 82.3 million ordinary shares. TechnipFMC’s current stake in the new company was valued at $1.2 billion as of the market close on March 31, 2021.

Bpifrance had previously provided funding of $200 million for the purchase of Technip Energies’ shares from TechnipFMC. The Company will refund $100 million to Bpifrance as a result of their revised level of investment. The Company intends to significantly reduce its shareholding in Technip Energies over the next 18 months.

Important Information for Investors and Securityholders

Forward-looking statements

This release contains “forward-looking statements” as defined in Section 27A of the United States Securities Act of 1933, as amended, and Section 21E of the United States Securities Exchange Act of 1934, as amended. The word “intend” and other similar expressions are intended to identify forward-looking statements, which are generally not historical in nature. Such forward-looking statements involve significant risks, uncertainties and assumptions that could cause actual results to differ materially from our historical experience and our present expectations or projections. For information regarding known material factors that could cause actual results to differ from projected results, please see our risk factors set forth in our filings with the United States Securities and Exchange Commission, which include our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, and Current Reports on Form 8-K. We caution you not to place undue reliance on any forward-looking statements, which speak only as of the date hereof. We undertake no obligation to publicly update or revise any of our forward-looking statements after the date they are made, whether as a result of new information, future events or otherwise, except to the extent required by law.

###

About TechnipFMC

TechnipFMC is a leading technology provider to the traditional and new energy industries, delivering fully integrated projects, products, and services.

With our proprietary technologies and comprehensive solutions, we are transforming our clients’ project economics, helping them unlock new possibilities to develop energy resources while reducing carbon intensity and supporting their energy transition ambitions.

Organized in two business segments – Subsea and Surface Technologies – we will continue to advance the industry with our pioneering integrated ecosystems (such as iEPCI™, iFEED™ and iComplete™), technology leadership and digital innovation.

Each of our approximately 20,000 employees is driven by a commitment to our clients’ success, and a culture of strong execution, purposeful innovation, and challenging industry conventions.

TechnipFMC uses its website as a channel of distribution of material company information. To learn more about how we are driving change in the industry, go to www.TechnipFMC.com and follow us on Twitter @TechnipFMC.

Investor relations

Matt Seinsheimer

Vice President Investor Relations

Tel: +1 281 260 3665

Email: Matt Seinsheimer

James Davis

Senior Manager Investor Relations

Tel: +1 281 260 3665

Email: James Davis

Media relations

Nicola Cameron

Vice President Corporate Communications

Tel: +44 1383 742297

Email: Nicola Cameron

Brooke Robertson

Public Relations Director

Tel: +1 281 591 4108

Email: Brooke Robertson

KEYWORDS: North America France United States United Kingdom Europe Texas

INDUSTRY KEYWORDS: Engineering Energy Manufacturing Oil/Gas

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GUESS?, Inc. Reports Fourth Quarter Results and Provides Update to Its Strategic Plan

GUESS?, Inc. Reports Fourth Quarter Results and Provides Update to Its Strategic Plan

Reaffirms Plan to Deliver 10% Operating Margin by Fiscal 2025

Q4 Fiscal 2021 Revenues Decreased 23% to $648 Million; Decreased 26% in Constant Currency

Q4 Fiscal 2021 GAAP Earnings Per Share (“EPS”) of $1.07, Compared to GAAP EPS of $1.18 in Q4 Fiscal 2020; Q4 Fiscal 2021 Adjusted EPS of $1.18, Compared to $1.22 in Q4 Fiscal 2020

Fiscal Year 2021 Revenues Decreased 30% to $1.88 Billion; Decreased 31% in Constant Currency

Fiscal Year 2021 GAAP Loss Per Share of $1.27, Compared to GAAP EPS of $1.33 in Fiscal Year 2020; Fiscal Year 2021 Adjusted Loss Per Share of $0.07, Compared to Adjusted EPS of $1.45 in Fiscal Year 2020

LOS ANGELES–(BUSINESS WIRE)–
Guess?, Inc. (NYSE: GES) today reported financial results for its fourth quarter and fiscal year ended January 30, 2021.

Carlos Alberini, Chief Executive Officer, commented, “I am very pleased with our fourth quarter earnings performance, which significantly exceeded our expectations, in spite of the difficult circumstances we continued to face due to the pandemic. Our earnings per share reached $1.07 versus $1.18 last year. During the period, we expanded gross margin and managed expenses tightly, which helped us to mitigate the anticipated revenue decrease. With this performance, we conclude a challenging but rewarding year for our Company. I could not be more grateful and proud of our teams all over the world for their great work leading our Company through these unprecedented times, controlling very well what was controllable, finding opportunities to transform our business and positioning Guess for an even brighter future.”

Mr. Alberini continued, “During the year, we made great progress executing our strategic plan and were able to accelerate the implementation of several key initiatives, including those related to customer centricity, elevating our brand, improving the quality of our product and developing one global product line. Today, we are updating our strategic plan and confirming our strong belief that our opportunities for market share gains, operating margin expansion and value creation remain intact. Furthermore, we are committed to delivering net revenues of $2.9 billion by fiscal year 2025 and an operating margin of 10% by that year. I am confident that we have an opportunity to more than double our earnings per share by fiscal year 2025 to $3.00 from $1.33 in fiscal 2020 and improve our return on invested capital to 26% in fiscal 2025 from 12% in fiscal 2020.”

Mr. Alberini concluded, “Our product line looks the best I have seen in all my years with Guess. The customer is responding very well to our assortments in our stores and in our digital business, which has accelerated quite nicely in the fourth quarter and further into this year. We have a great team, a strong business model and an amazing brand with remarkable momentum to gain share and grow profitably for many years to come.”

Adjusted Amounts

This press release contains certain non-GAAP, or adjusted, financial measures. References to “adjusted” results exclude the impact of (i) asset impairment charges, (ii) net gains on lease modifications, (iii) certain professional service, legal fees and related net credits, (iv) certain separation charges, (v) non-cash debt discount amortization on our convertible senior notes, (vi) the related tax effects of the foregoing items as well as the impact from changes in the tax law on deferred taxes in certain tax jurisdictions, net tax settlements and adjustments to specific uncertain income tax positions and (vii) certain discrete income tax adjustments, in each case where applicable. A reconciliation of reported GAAP results to comparable non-GAAP results is provided in the accompanying tables and discussed under the heading “Presentation of Non-GAAP Information” below.

COVID-19 Fourth Quarter Business Update

The coronavirus (or “COVID-19”) pandemic has had and is continuing to have a material impact on the Company’s financial performance. During the fourth quarter of fiscal 2021, the Company continued to experience lower net revenue compared to the same prior-year period as it remained challenged by lower demand, temporary store closures and capacity restrictions. The Company partially offset these revenue declines by reducing its SG&A expenses for the quarter through expense savings. Toward the end of the third quarter of fiscal 2021, the Company started to incur a new round of government-mandated temporary store closures, mostly in Europe. While the number of temporarily closed stores ebbed and flowed during the quarter based on local conditions, the overall impact resulted in stores being closed for over 15% of the total days during the fourth quarter of fiscal 2021, primarily in Europe and Canada. As of January 30, 2021 over 70% of our stores were open, with the majority of closed stores located primarily in Europe and Canada. As of March 27, 2021 approximately 77% of our stores were open.

Fourth Quarter Fiscal 2021 Results

For the fourth quarter of fiscal 2021, the Company recorded GAAP net earnings of $70.4 million, an 11.5% decrease from $79.6 million for the fourth quarter of fiscal 2020. GAAP diluted earnings per share decreased 9.3% to $1.07 for the fourth quarter of fiscal 2021, compared to $1.18 for the same prior-year quarter. The Company estimates a positive impact from its share buybacks and currency of $0.06 and $0.13, respectively, on GAAP diluted earnings per share in the fourth quarter of fiscal 2021.

For the fourth quarter of fiscal 2021, the Company’s adjusted net earnings were $77.7 million, a 5.7% decrease from $82.3 million for the fourth quarter of fiscal 2020. Adjusted diluted earnings per share decreased 3.3% to $1.18, compared to $1.22 for the same prior-year quarter. The Company estimates that its share buybacks had a positive impact of $0.07 on adjusted diluted earnings per share in the fourth quarter of fiscal 2021.

Net Revenue. Total net revenue for the fourth quarter of fiscal 2021 decreased 23.0% to $648.5 million, from $842.3 million in the same prior-year quarter. In constant currency, net revenue decreased by 25.9%.

  • Americas Retail revenues decreased 24.2% in U.S. dollars and 24.0% in constant currency. Retail comp sales including e-commerce decreased 15% in U.S. dollars and constant currency.
  • Americas Wholesale revenues decreased 15.3% in U.S. dollars and 14.1% in constant currency.
  • Europe revenues decreased 26.8% in U.S. dollars and 31.8% in constant currency. Retail comp sales including e-commerce increased 2% in U.S. dollars and decreased 5% in constant currency.
  • Asia revenues decreased 16.2% in U.S. dollars and 20.7% in constant currency. Retail comp sales including e-commerce decreased 18% in U.S. dollars and 22% in constant currency.
  • Licensing revenues increased 12.2% in U.S. dollars.

Earnings from Operations. GAAP earnings from operations for the fourth quarter of fiscal 2021 decreased 25.5% to $71.9 million (including $5.2 million in non-cash impairment charges taken on certain long-lived store related assets and a $2.6 million favorable currency translation impact), from $96.5 million in the same prior-year quarter. GAAP operating margin in the fourth quarter decreased 40 basis points to 11.1%, from 11.5% in the same prior-year quarter, driven primarily by overall deleveraging of expenses due to the negative impact from the COVID-19 pandemic on our revenues and global operations, partially offset by lower expenses. The negative impact of currency on operating margin for the quarter was approximately 30 basis points.

For the fourth quarter of fiscal 2021, adjusted earnings from operations decreased 27.0% to $74.2 million, from $101.7 million in the same prior-year quarter. Adjusted operating margin decreased 70 basis points to 11.4%, from 12.1% in the same prior-year quarter, driven primarily by overall deleveraging of expenses due to the negative impact from the COVID-19 pandemic on our revenues and global operations, partially offset by lower expenses.

  • Operating margin for the Company’s Americas Retail segment increased 640 basis points to 12.8% in the fourth quarter of fiscal 2021, compared to 6.4% in the same prior-year quarter, driven primarily by lower store occupancy costs and store selling expenses and, to a lesser extent, lower markdowns, partially offset by the deleveraging impact of negative comp sales resulting from lower traffic as a result of the COVID-19 pandemic.
  • Operating margin for the Company’s Americas Wholesale segment increased 390 basis points to 23.5% in the fourth quarter of fiscal 2021, compared to 19.6% in the same prior-year quarter, due mainly to higher selling prices and reduced sales discounts and allowances.
  • Operating margin for the Company’s Europe segment decreased 620 basis points to 12.7% in the fourth quarter of fiscal 2021, from 18.9% in the same prior-year quarter, driven primarily by overall deleveraging of expenses due to lower revenue as a result of the COVID-19 pandemic as well as the timing shift of wholesale shipments into the first quarter of fiscal 2022, partially offset by the favorable impact of higher initial markups, government subsidies and rent concessions.
  • Operating margin for the Company’s Asia segment increased 340 basis points to 5.0% in the fourth quarter of fiscal 2021, compared to 1.6% in the same prior-year quarter, due mainly to lower expenses, partially offset by the unfavorable impact of deleverage.
  • Operating margin for the Company’s Licensing segment increased 820 basis points to 95.3% in the fourth quarter of fiscal 2021, compared to 87.1% in the same prior-year quarter, due to lower expenses.

Other income, net, was $14.6 million for the fourth quarter of fiscal 2021, compared to $1.8 million in the same prior-year quarter. The change was driven primarily by market volatility which resulted in net unrealized gains on the translation of foreign currency balances, compared to net unrealized losses in the same prior-year quarter.

Full Fiscal Year Results

For the fiscal year ended January 30, 2021, the Company recorded GAAP net loss of $81.2 million, compared to GAAP net earnings of $96.0 million for the fiscal year ended February 1, 2020. GAAP diluted loss per share was $1.27 for the fiscal year ended January 30, 2021, compared to GAAP earnings per share of $1.33 during the prior year. The Company estimates a net negative impact from its share buybacks and its prior year convertible notes transaction and currency of $0.19 and $0.04, respectively, on GAAP diluted loss per share for the fiscal year ended January 30, 2021.

For the fiscal year ended January 30, 2021, the Company recorded adjusted net loss of $4.5 million, compared to adjusted net earnings of $105.0 million for the fiscal year ended February 1, 2020. Adjusted diluted loss per share was $0.07, compared to adjusted earnings per share of $1.45 during the prior year. The Company estimates that its share buybacks and its prior year convertible notes transaction had a net negative impact of $0.02 on adjusted diluted loss per share during the fiscal year ended January 30, 2021.

Net Revenue. Total net revenue for fiscal 2021 decreased 29.9% to $1.88 billion, from $2.68 billion in the prior year. In constant currency, net revenue decreased by 31.0%.

  • Americas Retail revenues decreased 37.1% in U.S. dollars and 36.7% in constant currency.
  • Americas Wholesale revenues decreased 36.9% in U.S. dollars and 34.8% in constant currency.
  • Europe revenues decreased 24.6% in U.S. dollars and 27.2% in constant currency.
  • Asia revenues decreased 32.8% in U.S. dollars and 33.8% in constant currency.
  • Licensing revenues decreased 13.8% in U.S. dollars.

Earnings (Loss) from Operations. GAAP loss from operations for fiscal 2021 was $60.5 million (including $80.4 million in non-cash impairment charges taken on certain long-lived store related assets and a $9.3 million favorable currency translation impact), compared to GAAP earnings from operations of $140.7 million in the prior year. GAAP operating margin in fiscal 2021 decreased 850 basis points to negative 3.2%, from 5.3% in the prior year, driven primarily by overall deleveraging of expenses and higher asset impairment charges due to the negative impact from the COVID-19 pandemic on our revenues and global operations. The positive impact of currency on operating margin for fiscal 2021 was approximately 20 basis points.

For the fiscal year ended January 30, 2021, adjusted earnings from operations was $20.0 million, compared to $150.2 million for the fiscal year ended February 1, 2020. Adjusted operating margin decreased 460 basis points to 1.0% for the fiscal year ended January 30, 2021, from 5.6% in the prior year, driven primarily by overall deleveraging of expenses due to the negative impact from the COVID-19 pandemic on our revenues and global operations.

  • Operating margin for the Company’s Americas Retail segment decreased 580 basis points to negative 3.1% in fiscal 2021, from 2.7% in the prior year, driven primarily by the deleveraging impact of temporary store closures and lower traffic as a result of the COVID-19 pandemic, partially offset by lower store selling expenses and lower occupancy costs.
  • Operating margin for the Company’s Americas Wholesale segment decreased 220 basis points to 16.9% in fiscal 2021, from 19.1% in the prior year, due mainly to the negative impact from the COVID-19 pandemic on our revenues which resulted in overall deleveraging of expenses.
  • Operating margin for the Company’s Europe segment decreased 360 basis points to 7.1% in fiscal 2021, from 10.7% in the prior year, driven primarily by overall deleveraging of expenses due to lower revenue as a result of the COVID-19 pandemic, partially offset by the favorable impact of higher initial markups, rent concessions and government subsidies.
  • Operating margin for the Company’s Asia segment decreased 6.3% to negative 8.9% in fiscal 2021, from negative 2.6% in the prior year, due mainly to the negative impact from the COVID-19 pandemic which resulted in significantly higher inventory reserves and overall deleveraging of expenses.
  • Operating margin for the Company’s Licensing segment increased 510 basis points to 91.8% in fiscal 2021, from 86.7% in the prior year, due to lower expenses.

Other expense, net, was $6.0 million for fiscal 2021, compared to $2.5 million in the prior year. The change was due primarily to net mark-to-market losses on revaluation of foreign exchange currency contracts, compared to gains in the prior year.

Outlook

Given the current circumstances regarding the COVID-19 crisis and its uncertain impact on our operations, we are not providing detailed guidance for the first quarter or the full fiscal year ending January 29, 2022. We expect revenues in the first quarter of fiscal 2022 to be down in the high-single digits versus the first quarter of fiscal 2020 as pandemic-related shutdowns and traffic declines are partially offset by continued momentum in our global e-commerce business and the favorable timing shift of European wholesale shipments from the fourth quarter of fiscal 2021 into the first quarter of fiscal 2022. For the full fiscal year 2022, assuming no COVID-related shutdowns past the first quarter, we expect revenues to be down in the high single digits versus fiscal 2020. The expectation for the full year also assumes a return to a normal cadence of product development and shipments for our European wholesale business. These comparisons are both versus the pre-pandemic periods from two fiscal years prior, in order to provide a more normalized comparison.

Fiscal 2025 Strategic Plan Update

The five-year strategic plan that the Company presented in December 2019 continues to be a solid roadmap for revenue growth, increased profitability and value creation. The six key strategic pillars the Company identified remain at the core of its strategy, and the Company has made solid progress on initiatives across each of them amid the pandemic in fiscal 2021. The key strategic pillars include organization and culture, brand relevancy, product excellence, customer centricity, global footprint and functional capabilities. The Company’s financial plan is to achieve an operating margin of 10% by fiscal 2025, with net revenues of $2.9 billion, a 2% CAGR from fiscal 2020.

Please refer to the Company’s presentation materials (to be posted concurrently with the issuance of this earnings release) available at www.guess.com via the “Investor Relations” link. Those listening to today’s investor conference call are encouraged to refer to the presentation materials during the call.

Dividend

The Company’s Board of Directors has approved a quarterly cash dividend of $0.1125 per share on the Company’s common stock. The dividend will be payable on April 30, 2021 to shareholders of record as of the close of business on April 14, 2021.

Presentation of Non-GAAP Information

The financial information presented in this release includes non-GAAP financial measures such as adjusted results, constant currency financial information, free cash flows and return on invested capital. For the three months and fiscal year ended January 30, 2021, the adjusted results exclude the impact of certain professional service, legal fees and related (credits) costs, certain separation charges, asset impairment charges, net gains on lease modifications, non-cash amortization of debt discount on the Company’s convertible senior notes, the related income tax impacts of these adjustments as well as certain discrete income tax adjustments, where applicable. For the three months and fiscal year ended February 1, 2020, the adjusted results exclude the impact of certain professional service, legal fees and related (credits) costs, separation charges related to the departure of our former CEO, asset impairment charges, non-cash amortization of debt discount on the Company’s convertible senior notes, and the related income tax impacts of these adjustments as well as the impact from changes in the tax law on deferred taxes in certain tax jurisdictions, net tax settlements and adjustments to specific uncertain tax positions, where applicable. These non-GAAP measures are provided in addition to, and not as alternatives for, the Company’s reported GAAP results.

The Company has excluded these items from its adjusted financial measures primarily because it believes these items are not indicative of the underlying performance of its business and that the adjusted financial information provided is useful for investors to evaluate the comparability of the Company’s operating results and its future outlook (when reviewed in conjunction with the Company’s GAAP financial statements). A reconciliation of reported GAAP results to comparable non-GAAP results is provided in the accompanying tables.

This release also includes certain constant currency financial information. Foreign currency exchange rate fluctuations affect the amount reported from translating the Company’s foreign revenue, expenses and balance sheet amounts into U.S. dollars. These rate fluctuations can have a significant effect on reported operating results under GAAP. The Company provides constant currency information to enhance the visibility of underlying business trends, excluding the effects of changes in foreign currency translation rates. To calculate net revenue and earnings (loss) from operations on a constant currency basis, actual or forecasted results for the current-year period are translated into U.S. dollars at the average exchange rates in effect during the comparable period of the prior year. The constant currency calculations do not adjust for the impact of revaluing specific transactions denominated in a currency that is different from the functional currency of that entity when exchange rates fluctuate. However, in calculating the estimated impact of currency on our earnings (loss) per share for our actual or forecasted results, the Company estimates gross margin (including the impact of merchandise-related hedges) and expenses using the appropriate prior-year rates, translates the estimated foreign earnings at the comparable prior-year rates, and excludes the year-over-year earnings impact of gains or losses arising from balance sheet remeasurement and foreign currency contracts not designated as merchandise hedges. The constant currency information presented may not be comparable to similarly titled measures reported by other companies.

The Company also includes information regarding its free cash flows in this release. The Company calculates free cash flows as cash flows from operating activities less (i) purchases of property and equipment and (ii) payments for property and equipment under finance leases. Free cash flows are not intended to be an alternative to cash flows from operating activities as a measure of liquidity, but rather to provide additional visibility to investors regarding how much cash is generated for discretionary and non-discretionary items after deducting purchases of property and equipment and payments for property and equipment under finance leases. Free cash flow information presented may not be comparable to similarly titled measures reported by other companies. A reconciliation of reported GAAP cash flows from operating activities to the comparable non-GAAP free cash flow measure is provided in the accompanying tables.

The Company also includes information regarding its return on invested capital (or “ROIC”) in this release. The Company defines ROIC as adjusted net operating profit after taxes divided by two-year average invested capital. The Company believes that ROIC is a useful financial measure for investors in evaluating how efficiently the Company deploys its capital. The Company’s method of calculating ROIC may differ from other companies’ methods and therefore might not be comparable.

Investor Conference Call

The Company will hold a conference call at 4:45 pm (ET) on March 31, 2021 to discuss the news announced in this press release and to provide an update to its strategic plan. A live webcast of the conference call and related presentation materials (to be posted concurrently with the issuance of this earnings release) will be accessible at www.guess.com via the “Investor Relations” link. The webcast and related presentation materials will also be archived on the website.

About Guess?

Guess?, Inc. designs, markets, distributes and licenses a lifestyle collection of contemporary apparel, denim, handbags, watches, eyewear, footwear and other related consumer products. Guess? products are distributed through branded Guess? stores as well as better department and specialty stores around the world. As of January 30, 2021, the Company directly operated 1,046 retail stores in the Americas, Europe and Asia. The Company’s partners and distributors operated 524 additional retail stores worldwide. As of January 30, 2021, the Company and its partners and distributors operated in approximately 100 countries worldwide. For more information about the Company, please visit www.guess.com.

Forward-Looking Statements

Except for historical information contained herein, certain matters discussed in this press release or the related conference call and webcast, including statements concerning the potential actions and impacts related to the COVID-19 pandemic; statements concerning the Company’s future outlook, including with respect to the first quarter and full year of fiscal 2022 and the Company’s fiscal 2025 strategic plan; statements concerning the Company’s expectations, goals, future prospects, global cost reduction opportunities and profitability efforts, capital allocation plans, cash needs and current business strategies and strategic initiatives; and statements expressing optimism or pessimism about future operating results, growth opportunities, earnings, and operating margins are forward-looking statements that are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements, which are frequently indicated by terms such as “expect,” “could,” “will,” “should,” “goal,” “strategy,” “believe,” “estimate,” “continue,” “outlook,” “plan,” “create,” “see,” and similar terms, are only expectations, and involve known and unknown risks and uncertainties, which may cause actual results in future periods to differ materially from what is currently anticipated. Factors which may cause actual results in future periods to differ materially from current expectations include, among others: our ability to maintain our brand image and reputation; domestic and international economic or political conditions, including economic and other events that could negatively impact consumer confidence and discretionary consumer spending; the continuation or worsening of impacts related to the COVID-19 pandemic, including business, financial, human capital, litigation and other impacts to the Company and its partners; our ability to successfully negotiate rent relief or other lease-related terms with our landlords; our ability to successfully negotiate or defer our vendor obligations; our ability to maintain adequate levels of liquidity; changes to estimates related to impairments, inventory and other reserves, including the impact of the CARES Act, which were made using the best information available at the time; changes in the competitive marketplace and in our commercial relationships; our ability to anticipate and adapt to changing consumer preferences and trends; our ability to manage our inventory commensurate with customer demand; risks related to the timing and costs of delivering merchandise to our stores and our wholesale customers; unexpected or unseasonable weather conditions; our ability to effectively operate our various retail concepts, including securing, renewing, modifying or terminating leases for store locations; our ability to successfully and/or timely implement our growth strategies and other strategic initiatives; our ability to successfully implement or update information technology systems, including enhancing our global omni-channel capabilities; our ability to expand internationally and operate in regions where we have less experience, including through joint ventures; risks related to our convertible senior notes issued in April 2019, including our ability to settle the liability in cash; our ability to successfully or timely implement plans for cost reductions; our ability to effectively and efficiently manage the volume and costs associated with our European distribution centers without incurring shipment delays; our ability to attract and retain key personnel; obligations or changes in estimates arising from new or existing litigation, income tax and other regulatory proceedings; risks related to the complexity of the Tax Reform, future clarifications and legislative amendments thereto, as well as our ability to accurately interpret and predict its impact on our cash flows and financial condition; the risk of economic uncertainty associated with the United Kingdom’s departure from the European Union (“Brexit”) or any other similar referendums that may be held; the occurrence of unforeseen epidemics, such as the COVID-19 pandemic; other catastrophic events; changes in U.S. or foreign income tax or tariff policy, including changes to tariffs on imports into the U.S.; accounting adjustments to our unaudited financial statements identified during the completion of our annual independent audit of financial statements and financial controls or from subsequent events arising after issuance of this release; risk of future non-cash asset impairments, including goodwill, right-of-use lease assets and/or other store asset impairments; restructuring charges; our ability to adapt to new regulatory compliance and disclosure obligations; risks associated with our foreign operations, such as violations of laws prohibiting improper payments and the burdens of complying with a variety of foreign laws and regulations (including global data privacy regulations); risks associated with the acts or omissions of our third party vendors, including a failure to comply with our vendor code of conduct or other policies; risks associated with cyber-attacks and other cyber security risks; risks associated with our ability to properly collect, use, manage and secure consumer and employee data; risks associated with our vendors’ ability to maintain the strength and security of information technology systems; and changes in economic, political, social and other conditions affecting our foreign operations and sourcing, including the impact of currency fluctuations, global income tax rates and economic and market conditions in the various countries in which we operate. In addition to these factors, the economic, technological, managerial, and other risks identified in the Company’s most recent annual report on Form 10-K and other filings with the Securities and Exchange Commission, including but not limited to the risk factors discussed therein, could cause actual results to differ materially from current expectations. The current global economic climate, length and severity of the COVID-19 pandemic, and uncertainty surrounding potential changes in U.S. policies and regulations may amplify many of these risks. Additional information with respect to known and unknown risks will also be set forth in the Company’s annual report on Form 10-K for the fiscal year ended January 30, 2021, which is expected to be filed with the Securities and Exchange Commission in the first quarter of fiscal 2022. The Company undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

Guess?, Inc. and Subsidiaries

Condensed Consolidated Statements of Income (Loss)

(amounts in thousands, except per share data)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Three Months Ended

 

Fiscal Year Ended

 

January 30, 2021

 

February 1, 2020

 

January 30, 2021

 

February 1, 2020

 

$

 

%

 

$

 

%

 

$

 

%

 

$

 

%

 

 

 

 

 

 

 

 

 

 

 

 

Product sales

$

618,973

 

 

95.5

%

 

$

815,975

 

 

96.9

%

 

$

1,802,533

 

 

96.1

%

 

$

2,592,262

 

 

96.8

%

Net royalties

29,482

 

 

4.5

%

 

26,279

 

 

3.1

%

 

73,996

 

 

3.9

%

 

85,847

 

 

3.2

%

Net revenue

648,455

 

 

100.0

%

 

842,254

 

 

100.0

%

 

1,876,529

 

 

100.0

%

 

2,678,109

 

 

100.0

%

 

 

 

 

 

 

 

 

 

 

 

 

Cost of product sales

372,130

 

 

57.4

%

 

503,660

 

 

59.8

%

 

1,179,427

 

 

62.9

%

 

1,662,401

 

 

62.1

%

 

 

 

 

 

 

 

 

 

 

 

 

Gross profit

276,325

 

 

42.6

%

 

338,594

 

 

40.2

%

 

697,102

 

 

37.1

%

 

1,015,708

 

 

37.9

%

 

 

 

 

 

 

 

 

 

 

 

 

Selling, general and administrative expenses

201,638

 

 

31.1

%

 

237,237

 

 

28.1

%

 

679,958

 

 

36.1

%

 

865,060

 

 

32.2

%

Asset impairment charges

5,166

 

 

0.8

%

 

4,851

 

 

0.6

%

 

80,442

 

 

4.3

%

 

9,977

 

 

0.4

%

Net gains on lease modifications

(2,351

)

 

(0.4

%)

 

 

 

%

 

(2,801

)

 

(0.1

%)

 

 

 

%

 

 

 

 

 

 

 

 

 

 

 

 

Earnings (loss) from operations

71,872

 

 

11.1

%

 

96,506

 

 

11.5

%

 

(60,497

)

 

(3.2

%)

 

140,671

 

 

5.3

%

 

 

 

 

 

 

 

 

 

 

 

 

Other income (expense):

 

 

 

 

 

 

 

 

 

 

 

Interest expense

(5,657

)

 

(0.9

%)

 

(4,973

)

 

(0.6

%)

 

(22,869

)

 

(1.2

%)

 

(16,129

)

 

(0.6

%)

Interest income

629

 

 

0.1

%

 

563

 

 

0.1

%

 

2,237

 

 

0.1

%

 

1,729

 

 

0.1

%

Other income (expense), net

14,603

 

 

2.3

%

 

1,817

 

 

0.2

%

 

(5,950

)

 

(0.3

%)

 

(2,529

)

 

(0.2

%)

 

 

 

 

 

 

 

 

 

 

 

 

Earnings (loss) before Income tax expense (benefit)

81,447

 

 

12.6

%

 

93,913

 

 

11.2

%

 

(87,079

)

 

(4.6

%)

 

123,742

 

 

4.6

%

 

 

 

 

 

 

 

 

 

 

 

 

Income tax expense (benefit)

8,512

 

 

1.4

%

 

11,864

 

 

1.5

%

 

(6,338

)

 

(0.3

%)

 

22,513

 

 

0.8

%

 

 

 

 

 

 

 

 

 

 

 

 

Net earnings (loss)

72,935

 

 

11.2

%

 

82,049

 

 

9.7

%

 

(80,741

)

 

(4.3

%)

 

101,229

 

 

3.8

%

 

 

 

 

 

 

 

 

 

 

 

 

Net earnings attributable to noncontrolling interests

2,516

 

 

0.3

%

 

2,445

 

 

0.2

%

 

488

 

 

0.0

%

 

5,254

 

 

0.2

%

 

 

 

 

 

 

 

 

 

 

 

 

Net earnings (loss) attributable to Guess?, Inc.

$

70,419

 

 

10.9

%

 

$

79,604

 

 

9.5

%

 

$

(81,229

)

 

(4.3

%)

 

$

95,975

 

 

3.6

%

 

 

 

 

 

 

 

 

 

 

 

 

Net earnings (loss) per common share attributable to common stockholders:

Basic

$

1.10

 

 

 

 

$

1.21

 

 

 

 

$

(1.27

)

 

 

 

$

1.35

 

 

 

Diluted

$

1.07

 

 

 

 

$

1.18

 

 

 

 

$

(1.27

)

 

 

 

$

1.33

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Weighted average common shares outstanding attributable to common stockholders:

Basic

63,033

 

 

 

 

65,019

 

 

 

 

64,179

 

 

 

 

70,461

 

 

 

Diluted

65,003

 

 

 

 

66,653

 

 

 

 

64,179

 

 

 

 

71,669

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Effective income tax rate

10.5

%

 

 

12.6

%

 

 

7.3

%

 

 

18.2

%

 

 

 

 

 

 

 

 

 

 

 

 

 

Adjusted selling, general and administrative expenses1:

$

202,117

 

 

31.2

%

 

$

236,919

 

 

28.1

%

 

$

677,110

 

 

36.0

%

 

$

865,479

 

 

32.3

%

 

 

 

 

 

 

 

 

 

 

 

 

Adjusted earnings from operations1:

$

74,208

 

 

11.4

%

 

$

101,675

 

 

12.1

%

 

$

19,992

 

 

1.1

%

 

$

150,229

 

 

5.6

%

 

 

 

 

 

 

 

 

 

 

 

 

Adjusted net earnings (loss) attributable to Guess?, Inc.1:

$

77,668

 

 

12.0

%

 

$

82,336

 

 

9.8

%

 

$

(4,521

)

 

(0.2

%)

 

$

105,036

 

 

3.9

%

 

 

 

 

 

 

 

 

 

 

 

 

Adjusted diluted earnings (loss) per common share attributable to common stockholders1:

$

1.18

 

 

 

 

$

1.22

 

 

 

 

$

(0.07

)

 

 

 

$

1.45

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Adjusted effective income tax rate1:

7.2

%

 

 

16.5

%

 

 

206.0

%

 

 

21.7

%

 

______________________________________________________________________

1

The adjusted results for the three months and fiscal year ended January 30, 2021 reflect the exclusion of certain professional service, legal fees and related (credits) costs, certain separation charges, asset impairment charges, net gains on lease modifications, non-cash amortization of debt discount on the Company’s convertible senior notes, the related income tax impacts of these adjustments as well as certain discrete income tax adjustments, where applicable. The adjusted results for the three months and fiscal year ended February 1, 2020 reflect the exclusion of certain professional service, legal fees and related (credits) costs, separation charges related to the departure of our former CEO, asset impairment charges, non-cash amortization of debt discount on the Company’s convertible senior notes, and the related income tax impacts of these adjustments as well as the impact from changes in the tax law on deferred taxes in certain tax jurisdictions, net tax settlements and adjustments to specific uncertain tax positions, where applicable. A complete reconciliation of actual results to adjusted results is presented in the table entitled “Reconciliation of GAAP Results to Adjusted Results.”

Guess?, Inc. and Subsidiaries

Reconciliation of GAAP Results to Adjusted Results

(dollars in thousands)

The following table provides reconciliations of reported GAAP selling, general and administrative expenses to adjusted selling, general and administrative expenses, reported GAAP earnings (loss) from operations to adjusted earnings from operations, reported GAAP net earnings (loss) attributable to Guess?, Inc. to adjusted net earnings (loss) attributable to Guess?, Inc. and reported GAAP income tax expense (benefit) to adjusted income tax expense for the three months and fiscal year ended January 30, 2021 and February 1, 2020.

 

Three Months Ended

 

Fiscal Year Ended

 

January 30,

2021

 

February 1,

2020

 

January 30,

2021

 

February 1,

2020

 

 

 

 

 

 

 

 

Reported GAAP selling, general and administrative expenses

$

201,638

 

 

 

$

237,237

 

 

 

$

679,958

 

 

 

$

865,060

 

 

Certain professional service, legal fees and related net credits1

509

 

 

 

120

 

 

 

565

 

 

 

857

 

 

Separation charges2

(30

)

 

 

(438

)

 

 

(3,413

)

 

 

(438

)

 

 

 

 

 

 

 

 

 

Adjusted selling, general and administrative expenses

$

202,117

 

 

 

$

236,919

 

 

 

$

677,110

 

 

 

$

865,479

 

 

 

 

 

 

 

 

 

 

Reported GAAP earnings (loss) from operations

$

71,872

 

 

 

$

96,506

 

 

 

$

(60,497

)

 

 

$

140,671

 

 

Certain professional service, legal fees and related net credits1

(509

)

 

 

(120

)

 

 

(565

)

 

 

(857

)

 

Separation charges2

30

 

 

 

438

 

 

 

3,413

 

 

 

438

 

 

Asset impairment charges3

5,166

 

 

 

4,851

 

 

 

80,442

 

 

 

9,977

 

 

Net gains on lease modifications4

(2,351

)

 

 

 

 

 

(2,801

)

 

 

 

 

 

 

 

 

 

 

 

 

Adjusted earnings from operations

$

74,208

 

 

 

$

101,675

 

 

 

$

19,992

 

 

 

$

150,229

 

 

 

 

 

 

 

 

 

 

Reported GAAP net earnings (loss) attributable to Guess?, Inc.

$

70,419

 

 

 

$

79,604

 

 

 

$

(81,229

)

 

 

$

95,975

 

 

Certain professional service, legal fees and related net credits1

(509

)

 

 

(120

)

 

 

(565

)

 

 

(857

)

 

Separation charges2

30

 

 

 

438

 

 

 

3,413

 

 

 

438

 

 

Asset impairment charges3

5,166

 

 

 

4,851

 

 

 

80,442

 

 

 

9,977

 

 

Net gains on lease modifications4

(2,351

)

 

 

 

 

 

(2,801

)

 

 

 

 

Amortization of debt discount5

2,598

 

 

 

2,449

 

 

 

10,394

 

 

 

7,558

 

 

Discrete tax adjustments6

3,248

 

 

 

 

 

 

4,053

 

 

 

 

 

Income tax impact from adjustments7

(933

)

 

 

(4,886

)

 

 

(18,228

)

 

 

(8,055

)

 

 

 

 

 

 

 

 

 

Total adjustments affecting net earnings (loss) attributable to Guess?, Inc.

7,249

 

 

 

2,732

 

 

 

76,708

 

 

 

9,061

 

 

 

 

 

 

 

 

 

 

Adjusted net earnings (loss) attributable to Guess?, Inc.

$

77,668

 

 

 

$

82,336

 

 

 

$

(4,521

)

 

 

$

105,036

 

 

 

 

 

 

 

 

 

 

Reported GAAP income tax expense (benefit)

$

8,512

 

 

 

$

11,864

 

 

 

$

(6,338

)

 

 

$

22,513

 

 

Discrete tax adjustments6

(3,248

)

 

 

 

 

 

(4,053

)

 

 

 

 

Income tax impact from adjustments7

933

 

 

 

4,886

 

 

 

18,228

 

 

 

8,055

 

 

 

 

 

 

 

 

 

 

Adjusted income tax expense

$

6,197

 

 

 

$

16,750

 

 

 

$

7,837

 

 

 

$

30,568

 

 

 

 

 

 

 

 

 

 

Adjusted effective income tax rate

7.2

%

 

16.5

%

 

206.0

%

 

21.7

%

______________________________________________________________________

1

During the three months and fiscal year ended January 30, 2021 and February 1, 2020, the Company recorded certain professional service, legal fees and related net credits, which it otherwise would not have incurred as part of its business operations.

2

During the fiscal year ended January 30, 2021, the Company recorded $0.2 million in separation-related charges mainly related to certain cash severance payments, partially offset by adjustments to non-cash stock-based compensation expense related to our former Chief Executive Officer resulting from changes in expected performance conditions of certain previously granted stock awards that were no longer subject to service vesting requirements after his departure. Additionally, during the fiscal year ended January 30, 2021, the Company recorded $3.2 million in separation-related charges mainly related to headcount reduction in response to the COVID-19 pandemic. During the three months and fiscal year ended February 1, 2020, the Company recorded $0.4 million mainly related to non-cash stock-based compensation expense resulting from changes in expected performance conditions of certain previously granted stock awards that were no longer subject to service vesting requirements after the former CEO’s departure.

3

During the three months and fiscal year ended January 30, 2021, the Company recognized asset impairment charges related primarily to impairment of operating lease right-of-use assets and impairment of property and equipment related to certain retail locations resulting from lower revenue and future cash flow projections from the ongoing effects of the COVID-19 pandemic. During the three months and fiscal year ended February 1, 2020, the Company’s asset impairment charges related primarily to impairment of property and equipment and impairment of operating lease right-of-use assets related to certain retail locations resulting from under-performance and expected store closures as well as impairment charges related to the Company’s China retail reporting unit.

4

During the three months and fiscal year ended January 30, 2021, the Company recorded net gains on lease modifications related primarily to the early termination of certain lease agreements.

5

In April 2019, the Company issued $300 million principal amount of 2.00% convertible senior notes due 2024 (the “Notes”) in a private offering. The Company has separated the Notes into liability (debt) and equity (conversion option) components. The debt discount, which represents an amount equal to the fair value of the equity component, is amortized as non-cash interest expense over the term of the Notes.

6

During the three months and fiscal year ended January 30, 2021, the discrete tax adjustments related primarily to the negative impact from cumulative valuation allowances, partially offset by tax benefits from a tax rate change due to net operating loss carryback. During the three months and fiscal year ended January 30, 2021, the Company recognized an increase (decrease) in valuation allowances of $(0.7) million and $4.2 million, respectively, resulting from jurisdictions where there have been cumulative net operating losses, limiting the Company’s ability to consider other subjective evidence to continue to recognize the existing deferred tax assets. This was partially offset by tax expenses of approximately $3.8 million due to better performance than initially expected during the three months ended January 30, 2021 and tax benefits of approximately $0.7 million during the year ended January 30, 2021 resulting from a tax rate change related to the ability to carryback net operating losses to tax years with a higher federal corporate tax rate as allowed under the CARES Act enacted in March 2020.

7

The income tax effect of certain professional service, legal fees and related net credits, separation charges, asset impairment charges, net gains on lease modifications and the amortization of debt discount was based on the Company’s assessment of deductibility using the statutory tax rate (inclusive of the impact of valuation allowances) of the tax jurisdiction in which the charges were incurred. The income tax adjustment for the fiscal year ended February 1, 2020 also included the impact from changes in the tax law on deferred taxes in certain tax jurisdictions, net tax settlements and adjustments to specific uncertain tax positions.

Guess?, Inc. and Subsidiaries

Consolidated Segment Data

(dollars in thousands)

 

 

 

 

 

 

 

 

 

 

 

 

 

Three Months Ended

 

Fiscal Year Ended

 

January 30,

2021

 

February 1,

2020

 

%

change

 

January 30,

2021

 

February 1,

2020

 

%

change

 

 

 

 

 

 

 

 

 

 

 

 

Net revenue:

 

 

 

 

 

 

 

Americas Retail

$

195,829

 

 

$

258,334

 

 

(24

%)

 

$

510,806

 

 

$

811,547

 

 

(37

%)

Americas Wholesale

35,476

 

 

41,884

 

 

(15

%)

 

117,607

 

 

186,389

 

 

(37

%)

Europe

307,648

 

 

420,297

 

 

(27

%)

 

941,546

 

 

1,248,114

 

 

(25

%)

Asia

80,020

 

 

95,460

 

 

(16

%)

 

232,574

 

 

346,212

 

 

(33

%)

Licensing

29,482

 

 

26,279

 

 

12

%

 

73,996

 

 

85,847

 

 

(14

%)

Total net revenue

$

648,455

 

 

$

842,254

 

 

(23

%)

 

$

1,876,529

 

 

$

2,678,109

 

 

(30

%)

 

 

 

 

 

 

 

 

 

 

 

 

Earnings (loss) from operations:

 

 

 

 

 

 

 

 

 

 

 

Americas Retail

$

25,128

 

 

$

16,533

 

 

52

%

 

$

(15,776

)

 

$

22,279

 

 

(171

%)

Americas Wholesale

8,353

 

 

8,222

 

 

2

%

 

19,912

 

 

35,674

 

 

(44

%)

Europe

38,925

 

 

79,336

 

 

(51

%)

 

66,790

 

 

134,078

 

 

(50

%)

Asia

3,971

 

 

1,541

 

 

158

%

 

(20,758

)

 

(8,894

)

 

(133

%)

Licensing

28,105

 

 

22,896

 

 

23

%

 

67,938

 

 

74,459

 

 

(9

%)

Total segment earnings from operations

104,482

 

 

128,528

 

 

(19

%)

 

118,106

 

 

257,596

 

 

(54

%)

 

 

 

 

 

 

 

 

 

 

 

 

Corporate overhead

(29,795

)

 

(27,171

)

 

10

%

 

(100,962

)

 

(106,948

)

 

(6

%)

Asset impairment charges

(5,166

)

 

(4,851

)

 

6

%

 

(80,442

)

 

(9,977

)

 

706

%

Net gains on lease modifications

2,351

 

 

 

 

 

 

2,801

 

 

 

 

 

Total earnings (loss) from operations

$

71,872

 

 

$

96,506

 

 

(26

%)

 

$

(60,497

)

 

$

140,671

 

 

(143

%)

 

 

 

 

 

 

 

 

 

 

 

 

Operating margins:

 

 

 

 

 

 

 

 

 

 

 

Americas Retail

12.8

%

 

6.4

%

 

 

 

(3.1

%)

 

2.7

%

 

 

Americas Wholesale

23.5

%

 

19.6

%

 

 

 

16.9

%

 

19.1

%

 

 

Europe

12.7

%

 

18.9

%

 

 

 

7.1

%

 

10.7

%

 

 

Asia

5.0

%

 

1.6

%

 

 

 

(8.9

%)

 

(2.6

%)

 

 

Licensing

95.3

%

 

87.1

%

 

 

 

91.8

%

 

86.7

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

GAAP operating margin for total Company

11.1

%

 

11.5

%

 

 

 

(3.2

%)

 

5.3

%

 

 

Certain professional service, legal fees and related net credits

(0.1

%)

 

(0.0

%)

 

 

 

(0.0

%)

 

(0.1

%)

 

 

Separation charges

0.0

%

 

0.0

%

 

 

 

0.1

%

 

0.0

%

 

 

Asset impairment charges

0.8

%

 

0.6

%

 

 

 

4.3

%

 

0.4

%

 

 

Net gains on lease modifications

(0.4

%)

 

%

 

 

 

(0.1

%)

 

%

 

 

Adjusted operating margin for total Company

11.4

%

 

12.1

%

 

 

 

1.1

%

 

5.6

%

 

 

 

Guess?, Inc. and Subsidiaries

Constant Currency Financial Measures

(dollars in thousands)

 

 

 

 

 

 

 

 

 

 

 

 

 

Three Months Ended

 

 

 

 

 

January 30, 2021

 

February 1, 2020

 

% change

 

As Reported

 

Foreign

Currency

Impact

 

Constant

Currency

 

As Reported

 

As

Reported

 

Constant

Currency

Net revenue:

 

 

 

 

 

 

 

 

 

 

 

Americas Retail

$

195,829

 

 

$

463

 

 

 

$

196,292

 

 

$

258,334

 

 

(24

%)

 

(24

%)

Americas Wholesale

35,476

 

 

508

 

 

 

35,984

 

 

41,884

 

 

(15

%)

 

(14

%)

Europe

307,648

 

 

(21,164

)

 

 

286,484

 

 

420,297

 

 

(27

%)

 

(32

%)

Asia

80,020

 

 

(4,365

)

 

 

75,655

 

 

95,460

 

 

(16

%)

 

(21

%)

Licensing

29,482

 

 

 

 

 

29,482

 

 

26,279

 

 

12

%

 

12

%

Total net revenue

$

648,455

 

 

$

(24,558

)

 

 

$

623,897

 

 

$

842,254

 

 

(23

%)

 

(26

%)

 

Fiscal Year Ended

 

 

 

 

 

January 30, 2021

 

February 1, 2020

 

% change

 

As Reported

 

Foreign Currency Impact

 

Constant Currency

 

As Reported

 

As Reported

 

Constant Currency

Net revenue:

 

 

 

 

 

 

 

 

 

 

 

Americas Retail

$

510,806

 

 

$

3,132

 

 

 

$

513,938

 

 

$

811,547

 

 

(37

%)

 

(37

%)

Americas Wholesale

117,607

 

 

3,910

 

 

 

121,517

 

 

186,389

 

 

(37

%)

 

(35

%)

Europe

941,546

 

 

(33,144

)

 

 

908,402

 

 

1,248,114

 

 

(25

%)

 

(27

%)

Asia

232,574

 

 

(3,428

)

 

 

229,146

 

 

346,212

 

 

(33

%)

 

(34

%)

Licensing

73,996

 

 

 

 

 

73,996

 

 

85,847

 

 

(14

%)

 

(14

%)

Total net revenue

$

1,876,529

 

 

$

(29,530

)

 

 

$

1,846,999

 

 

$

2,678,109

 

 

(30

%)

 

(31

%)

 

Guess?, Inc. and Subsidiaries

Selected Condensed Consolidated Balance Sheet Data

(in thousands)

 

 

 

 

 

January 30,

2021

 

February 1,

2020

 

 

 

 

ASSETS

 

 

 

 

Cash and cash equivalents

$

469,110

 

 

$

284,613

 

 

 

 

 

Receivables, net

314,147

 

 

327,281

 

 

 

 

 

Inventories

389,144

 

 

393,129

 

 

 

 

 

Other current assets

60,123

 

 

59,212

 

 

 

 

 

Property and equipment, net

216,196

 

 

288,112

 

 

 

 

 

Restricted cash

235

 

 

215

 

 

 

 

 

Operating lease right-of-use assets

764,804

 

 

851,990

 

 

 

 

 

Other assets

252,109

 

 

224,410

 

 

 

 

 

Total assets

$

2,465,868

 

 

$

2,428,962

 

 

 

 

 

LIABILITIES AND STOCKHOLDERS’ EQUITY

 

 

 

 

Current portion of borrowings and finance lease obligations

$

38,710

 

 

$

9,490

 

 

 

 

 

Current operating lease liabilities

222,800

 

 

192,066

 

 

 

 

 

Other current liabilities

501,029

 

 

436,857

 

 

 

 

 

Long-term debt and finance lease obligations

68,554

 

 

32,770

 

 

 

 

 

Convertible senior notes, net

258,614

 

 

247,363

 

 

 

 

 

Long-term operating lease liabilities

662,657

 

 

714,079

 

 

 

 

 

Other long-term liabilities

144,004

 

 

130,259

 

 

 

 

 

Redeemable and nonredeemable noncontrolling interests

25,837

 

 

26,364

 

 

 

 

 

Guess?, Inc. stockholders’ equity

543,663

 

 

639,714

 

 

 

 

 

Total liabilities and stockholders’ equity

$

2,465,868

 

 

$

2,428,962

 

 

Guess?, Inc. and Subsidiaries

Condensed Consolidated Cash Flow Data

(in thousands)

 

 

 

 

 

 

 

Fiscal Year Ended

 

 

January 30,

2021

 

February 1,

2020

 

 

 

 

 

Net cash provided by operating activities

 

$

209,050

 

 

 

$

197,913

 

 

 

 

 

 

 

Net cash used in investing activities

 

(22,161

)

 

 

(56,471

)

 

 

 

 

 

 

Net cash used in financing activities

 

(9,907

)

 

 

(64,165

)

 

 

 

 

 

 

Effect of exchange rates on cash, cash equivalents and restricted cash

 

7,535

 

 

 

(3,444

)

 

 

 

 

 

 

Net change in cash, cash equivalents and restricted cash

 

184,517

 

 

 

73,833

 

 

 

 

 

 

 

Cash, cash equivalents and restricted cash at the beginning of the year

 

284,828

 

 

 

210,995

 

 

 

 

 

 

 

Cash, cash equivalents and restricted cash at the end of the year

 

$

469,345

 

 

 

$

284,828

 

 

 

 

 

 

 

Supplemental information:

 

 

 

 

 

 

 

 

 

Depreciation and amortization

 

$

63,501

 

 

 

$

72,188

 

 

 

 

 

 

 

Total lease costs (excluding finance lease cost)

 

$

283,806

 

 

 

$

368,435

 

 

 

Guess?, Inc. and Subsidiaries

Reconciliation of Net Cash Provided By Operating Activities to Free Cash Flow

(in thousands)

 

 

 

 

 

Fiscal Year Ended

 

January 30,

2021

 

February 1,

2020

 

 

 

 

Net cash provided by operating activities

$

209,050

 

 

 

$

197,913

 

 

 

 

 

 

Less: Purchases of property and equipment

(18,876

)

 

 

(61,868

)

 

 

 

 

 

Less: Payments for property and equipment under finance leases

(7,131

)

 

 

(2,733

)

 

 

 

 

 

Free cash flow

$

183,043

 

 

 

$

133,312

 

 

 

Guess?, Inc. and Subsidiaries

Retail Store Data

Global Store and Concession Count

 

 

 

 

 

 

 

 

 

 

 

 

 

As of January 30, 2021

 

Stores

 

Concessions

Region

Total

 

Directly

Operated

 

Partner

Operated

 

Total

 

Directly

Operated

 

Partner

Operated

 

 

 

 

 

 

 

 

 

 

 

 

United States

251

 

249

 

2

 

1

 

 

1

Canada

76

 

76

 

 

 

 

Central and South America

105

 

70

 

35

 

27

 

27

 

 

 

 

 

 

 

 

 

 

 

 

 

Total Americas

432

 

395

 

37

 

28

 

27

 

1

 

 

 

 

 

 

 

 

 

 

 

 

Europe and the Middle East

725

 

507

 

218

 

44

 

44

 

Asia and the Pacific

413

 

144

 

269

 

304

 

101

 

203

 

 

 

 

 

 

 

 

 

 

 

 

Total

1,570

 

1,046

 

524

 

376

 

172

 

204

 

 

 

 

 

 

 

 

 

 

 

 

 

As of February 1, 2020

 

Stores

 

Concessions

Region

Total

 

Directly

Operated

 

Partner

Operated

 

Total

 

Directly

Operated

 

Partner

Operated

 

 

 

 

 

 

 

 

 

 

 

 

United States

282

 

280

 

2

 

1

 

 

1

Canada

80

 

80

 

 

 

 

Central and South America

113

 

73

 

40

 

27

 

27

 

 

 

 

 

 

 

 

 

 

 

 

 

Total Americas

475

 

433

 

42

 

28

 

27

 

1

 

 

 

 

 

 

 

 

 

 

 

 

Europe and the Middle East

745

 

517

 

228

 

39

 

39

 

Asia and the Pacific

509

 

219

 

290

 

327

 

117

 

210

 

 

 

 

 

 

 

 

 

 

 

 

Total

1,729

 

1,169

 

560

 

394

 

183

 

211

 

Guess?, Inc. and Subsidiaries

Return on Invested Capital

(in thousands)

 

 

 

 

 

 

 

 

 

 

 

 

 

FY2019

 

FY2020

 

FY2020

2-Year

Average

 

FY2024E

 

FY2025E

 

FY2025E

2-Year

Average

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total assets1

$

1,649,205

 

 

 

$

2,428,962

 

 

 

$

2,039,084

 

 

 

$

2,918,000

 

 

 

$

2,829,000

 

 

 

$

2,873,500

 

 

Less: cash and cash equivalents

(210,460

)

 

 

(284,613

)

 

 

(247,537

)

 

 

(786,000

)

 

 

(675,000

)

 

 

(730,500

)

 

Less: Operating right-of-use assets1

 

 

 

(851,990

)

 

 

(425,995

)

 

 

(764,000

)

 

 

(768,000

)

 

 

(766,000

)

 

Less: Accounts payable

(286,657

)

 

 

(232,761

)

 

 

(259,709

)

 

 

(346,000

)

 

 

(354,000

)

 

 

(350,000

)

 

Less: Accrued expenses

(252,392

)

 

 

(204,096

)

 

 

(228,244

)

 

 

(209,000

)

 

 

(210,000

)

 

 

(209,500

)

 

Add: Accrual for European Commission fine2

45,619

 

 

 

 

 

 

22,809

 

 

 

 

 

 

 

 

 

 

 

Average invested capital

$

945,315

 

 

 

$

855,502

 

 

 

$

900,408

 

 

 

$

813,000

 

 

 

$

822,000

 

 

 

$

817,500

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

FY2020

 

 

 

 

 

FY2025E

 

 

 

 

 

 

 

 

 

 

 

 

Adjusted earnings from operations3

 

 

 

 

$

150,229

 

 

 

 

 

 

 

$

290,000

 

 

Less: Asset impairments

 

 

 

 

(9,977

)

 

 

 

 

 

 

 

 

Less: Other income (expense), net

 

 

 

 

(2,529

)

 

 

 

 

 

 

(1,400

)

 

Less: Income tax expense4

 

 

 

 

(29,886

)

 

 

 

 

 

 

(72,150

)

 

Adjusted net operating profit after taxes

 

 

 

 

$

107,837

 

 

 

 

 

 

 

$

216,450

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Non-GAAP return on invested capital5

 

 

 

 

12%

 

 

 

 

 

26%

______________________________________________________________________

1

 

During fiscal year 2020, the Company adopted a comprehensive new lease standard which superseded previous lease guidance. The standard requires a lessee to recognize an asset related to the right to use the underlying asset and a liability that approximates the present value of the lease payments over the term of contracts that qualify as leases under the new guidance. The adoption of the standard resulted in the recording of operating lease right-of-use assets and operating lease liabilities.

2

 

During fiscal year 2019, the Company recognized a charge of €39.8 million ($45.6 million) related to a fine by the European Commission related to its inquiry concerning potential violations of European Union competition rules by the Company.

3

 

The adjusted earnings from operations for fiscal year 2020 reflect the exclusion of certain items which the Company believes are not indicative of the underlying performance of its business. Refer to the “Reconciliation of GAAP Results to Adjusted Results” table above.

4

 

Income taxes are calculated using the adjusted effective income tax rate for fiscal year 2020 of 21.7% and a projection of 25% for the fiscal 2025 effective income tax rate.

5

 

The Company defines return on invested capital (or “ROIC”) as adjusted net operating profit after taxes divided by two-year average invested capital.

 

Guess?, Inc.

Fabrice Benarouche

VP, Finance and Investor Relations

(213) 765-5578

KEYWORDS: United States North America California

INDUSTRY KEYWORDS: Textiles Women Other Retail Men Manufacturing Fashion Consumer Retail Online Retail

MEDIA:

Macy’s, Inc. to Participate in a Virtual Fireside Chat at J.P. Morgan’s 7th Annual Retail Round-Up

Macy’s, Inc. to Participate in a Virtual Fireside Chat at J.P. Morgan’s 7th Annual Retail Round-Up

NEW YORK–(BUSINESS WIRE)–
Macy’s, Inc. (NYSE: M) today announced that Jeff Gennette, chairman and chief executive officer, and Adrian Mitchell, chief financial officer, will participate in a virtual fireside chat at J.P. Morgan’s 7th Annual Retail Round-Up. The virtual fireside chat will take place at 8:00 a.m. ET on Wednesday, April 14, 2021. Media and investors may access a live audio webcast of the presentation at www.macysinc.com/investors on Wednesday, April 14, 2021. A replay of the webcast will be available on the company’s website.

About Macy’s, Inc.

Macy’s, Inc. (NYSE: M) is one of the nation’s premier omnichannel retailers. Headquartered in New York City, the company comprises three retail brands: Macy’s, Bloomingdale’s and Bluemercury. With a robust e-commerce business, rich mobile experience and a national stores footprint, our customers can shop the way they live — anytime and through any channel. For more information, visit macysinc.com.

Media – Blair Rosenberg

[email protected]

Investors – Mike McGuire

[email protected]

KEYWORDS: New York Ohio United States North America

INDUSTRY KEYWORDS: Luxury Women Discount/Variety Seniors Department Stores Men Other Retail Family Specialty Consumer Food/Beverage Fashion Cosmetics Retail Teens Finance Banking Professional Services Home Goods Other Consumer Online Retail

MEDIA:

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