Posts

Posted on

Ocwen Financial Comments on Court Order Granting Ocwen’s Motion for Summary Judgment on Majority of Claims in CFPB Matter

WEST PALM BEACH, Fla., March 05, 2021 (GLOBE NEWSWIRE) — Ocwen Financial Corporation (NYSE: OCN) (“Ocwen” or the “Company”), a leading non-bank mortgage servicer and originator, issued the following statement in response to the ruling issued on March 4, 2021 by the United States District Court for the Southern District of Florida on the Company’s motion for summary judgment in the action pending with the Consumer Financial Protection Bureau (“CFPB” or “Bureau”). The Court granted judgment in Ocwen’s favor on 9 of the Bureau’s 10 counts regarding alleged servicing misconduct that occurred before February 26, 2017. If the CFPB seeks to pursue any claims under Counts 1-9 based on alleged servicing misconduct which occurred after February 26, 2017, the Court reserved ruling on Ocwen’s remaining grounds for summary judgment pending the CFPB’s submission of a supplemental statement identifying such claims and its evidence, if any. As to Count 10, the Court denied the Bureau’s motion for summary judgment because Ocwen credibly disputed the Bureau’s claims of misconduct as to the small subset of loans at issue for that count.

“We are pleased that the district court has granted summary judgment in our favor on 9 of 10 counts at issue in the CFPB’s complaint. Throughout this litigation we have remained steadfast in our belief that the CFPB’s claims regarding Ocwen’s past servicing practices were without merit. Ocwen will continue to vigorously defend itself on the single remaining count and on any claims the Court allows to proceed concerning periods after February 26, 2017.”

About Ocwen Financial Corporation

Ocwen Financial Corporation (NYSE: OCN) is a leading non-bank mortgage servicer and originator providing solutions through its primary brands, PHH Mortgage and Liberty Reverse Mortgage. PHH Mortgage is one of the largest servicers in the country, focused on delivering a variety of servicing and lending programs. Liberty is one of the nation’s largest reverse mortgage lenders dedicated to education and providing loans that help customers meet their personal and financial needs. We are headquartered in West Palm Beach, Florida, with offices in the United States and the U.S. Virgin Islands and operations in India and the Philippines, and have been serving our customers since 1988. For additional information, please visit our website (www.ocwen.com).

Forward-Looking Statements

This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking statements may be identified by a reference to a future period or by the use of forward-looking terminology. Forward-looking statements are typically identified by words such as “expect”, “believe”, “foresee”, “anticipate”, “intend”, “estimate”, “goal”, “strategy”, “plan” “target” and “project” or conditional verbs such as “will”, “may”, “should”, “could” or “would” or the negative of these terms, although not all forward-looking statements contain these words. Forward-looking statements by their nature address matters that are, to different degrees, uncertain. Readers should bear these factors in mind when considering such statements and should not place undue reliance on such statements.

Forward-looking statements involve a number of assumptions, risks and uncertainties that could cause actual results to differ materially. In the past, actual results have differed from those suggested by forward looking statements and this may happen again. Important factors that could cause actual results to differ materially from those suggested by the forward-looking statements include, but are not limited to, further developments in the CFPB litigation, our ability to deploy the proceeds of the Second Lien Notes in suitable investments at appropriate returns; uncertainty relating to the future impacts of the COVID-19 pandemic, including with respect to the response of the U.S. government, state governments, the Federal National Mortgage Association (Fannie Mae), the Federal Home Loan Mortgage Corporation (Freddie Mac, and together with Fannie Mae, the GSEs), the Government National Mortgage Association (Ginnie Mae) and regulators, as well as the impacts on borrowers and the economy generally; the adequacy of our financial resources, including our sources of liquidity and ability to sell, fund and recover servicing advances, forward and reverse whole loans, and HECM and forward loan buyouts and put backs, as well as repay, renew and extend borrowings, borrow additional amounts as and when required, meet our MSR or other asset investment objectives and comply with our debt agreements, including the financial and other covenants contained in them; increased servicing costs based on increased borrower delinquency levels or other factors; our ability to collect anticipated tax refunds, including on the timeframe expected; the future of our long-term relationship and remaining servicing agreements with New Residential Investment Corp. (NRZ); our ability to continue to improve our financial performance through cost re-engineering efforts and other actions; our ability to continue to grow our origination business and increase our origination volumes in a competitive market and uncertain interest rate environment; uncertainty related to claims, litigation, cease and desist orders and investigations brought by government agencies and private parties regarding our servicing, foreclosure, modification, origination and other practices, including uncertainty related to past, present or future investigations, litigation, cease and desist orders and settlements with state regulators, State Attorneys General, the Securities and Exchange Commission (SEC), and the Department of Justice or the Department of Housing and Urban Development (HUD); adverse effects on our business as a result of regulatory investigations, litigation, cease and desist orders or settlements and related responses by key counterparties, including lenders, the GSEs and Ginnie Mae; our ability to comply with the terms of our settlements with regulatory agencies, as well as general regulatory requirements, and the costs of doing so; increased regulatory scrutiny and media attention; any adverse developments in existing legal proceedings or the initiation of new legal proceedings; our ability to interpret correctly and comply with financial and other requirements of regulators, the GSEs and Ginnie Mae, as well as those set forth in our debt and other agreements; our ability to comply with our servicing agreements, including our ability to comply with our agreements with, and the requirements of, the GSEs and Ginnie Mae and maintain our seller/servicer and other statuses with them; our ability to fund future draws on existing loans in our reverse mortgage portfolio; our servicer and credit ratings as well as other actions from various rating agencies, including the impact of prior or future downgrades of our servicer and credit ratings; as well as other risks and uncertainties detailed in Ocwen’s reports and filings with the SEC, including our annual report on Form 10-K for the year ended December 31, 2020 and current and quarterly reports since such date. Anyone wishing to understand Ocwen’s business should review our SEC filings. Our forward-looking statements speak only as of the date they are made and, we disclaim any obligation to update or revise forward-looking statements whether as a result of new information, future events or otherwise.

FOR FURTHER INFORMATION CONTACT:

Investors: Media:
June Campbell Dico Akseraylian
T: (856) 917-3190 T: (856) 917-0066
E: [email protected] E: [email protected]



Posted on

Norwegian Cruise Line Holdings Ltd. Announces Offering of Ordinary Shares

MIAMI, March 05, 2021 (GLOBE NEWSWIRE) — Norwegian Cruise Line Holdings Ltd. (NYSE: NCLH) (the “Company”) announced today that it has commenced an underwritten public offering of 47,577,947 ordinary shares of the Company (the “Offering”). The Company intends to grant the underwriter an option to purchase up to 5,000,000 additional ordinary shares. The Company expects to use the net proceeds from the Offering to repurchase all of NCL Corporation Ltd.’s, a subsidiary of the Company, exchangeable senior notes due 2026, which are currently held by an affiliate of L Catterton, with any remaining net proceeds to be used for general corporate purposes.

Goldman Sachs & Co. LLC is acting as sole underwriter for the Offering.

The Offering is being made under an automatic shelf registration statement filed with the U.S. Securities and Exchange Commission (the “SEC”) on November 17, 2020. The Offering may be made only by means of a prospectus supplement and an accompanying base prospectus. A preliminary prospectus supplement and accompanying base prospectus relating to the Offering will be filed with the SEC and will be available on the SEC’s website at www.sec.gov, copies of which may be obtained by contacting Goldman Sachs & Co. LLC, Prospectus Department, 200 West Street, New York, New York 10282, telephone: 1-866-471-2526, facsimile: 212-902-9316 or by emailing [email protected].

This press release shall not constitute an offer to sell or a solicitation of an offer to buy any security and shall not constitute an offer, solicitation or sale in any jurisdiction in which such an offer, solicitation or sale would be unlawful prior to the registration and qualification under the securities laws of such state or jurisdiction.

About Norwegian Cruise Line Holdings Ltd.

Norwegian Cruise Line Holdings Ltd. (NYSE: NCLH) is a leading global cruise company which operates the Norwegian Cruise Line, Oceania Cruises and Regent Seven Seas Cruises brands. With a combined fleet of 28 ships with approximately 59,150 berths, these brands offer itineraries to more than 490 destinations worldwide. The Company has nine additional ships scheduled for delivery through 2027.

Cautionary Statement Concerning Forward-Looking Statements

Some of the statements, estimates or projections contained in this press release are “forward-looking statements” within the meaning of the U.S. federal securities laws intended to qualify for the safe harbor from liability established by the Private Securities Litigation Reform Act of 1995. All statements other than statements of historical facts contained in this press release, including, without limitation, those regarding our business strategy, financial position, results of operations, plans, prospects, actions taken or strategies being considered with respect to our liquidity position, valuation and appraisals of our assets and objectives of management for future operations (including those regarding expected fleet additions, our voluntary suspension, our ability to weather the impacts of the novel coronavirus (“COVID-19”) pandemic, our expectations regarding the resumption of cruise voyages and the timing for such resumption of cruise voyages, the implementation of and effectiveness of our health and safety protocols, operational position, demand for voyages, financing opportunities and extensions, and future cost mitigation and cash conservation efforts and efforts to reduce operating expenses and capital expenditures) are forward-looking statements. Many, but not all, of these statements can be found by looking for words like “expect,” “anticipate,” “goal,” “project,” “plan,” “believe,” “seek,” “will,” “may,” “forecast,” “estimate,” “intend,” “future” and similar words. Forward-looking statements do not guarantee future performance and may involve risks, uncertainties and other factors which could cause our actual results, performance or achievements to differ materially from the future results, performance or achievements expressed or implied in those forward-looking statements. Examples of these risks, uncertainties and other factors include, but are not limited to the impact of:

  • the spread of epidemics, pandemics and viral outbreaks and specifically, the COVID-19 pandemic, including its effect on the ability or desire of people to travel (including on cruises), which are expected to continue to adversely impact our results, operations, outlook, plans, goals, growth, reputation, cash flows, liquidity, demand for voyages and share price;
  • our ability to comply with the U.S. Centers for Disease Control and Prevention (“CDC”) Framework for Conditional Sailing Order and any additional or future regulatory restrictions on our operations and to otherwise develop enhanced health and safety protocols to adapt to the pandemic’s unique challenges once operations resume and to otherwise safely resume our operations when conditions allow;
  • coordination and cooperation with the CDC, the federal government and global public health authorities to take precautions to protect the health, safety and security of guests, crew and the communities visited and the implementation of any such precautions;
  • our ability to work with lenders and others or otherwise pursue options to defer, renegotiate or refinance our existing debt profile, near-term debt amortization, newbuild related payments and other obligations and to work with credit card processors to satisfy current or potential future demands for collateral on cash advanced from customers relating to future cruises;
  • our future need for additional financing, which may not be available on favorable terms, or at all, and may be dilutive to existing shareholders;
  • our indebtedness and restrictions in the agreements governing our indebtedness that require us to maintain minimum levels of liquidity and otherwise limit our flexibility in operating our business, including the significant portion of assets that are collateral under these agreements;
  • the accuracy of any appraisals of our assets as a result of the impact of COVID-19 or otherwise;
  • our success in reducing operating expenses and capital expenditures and the impact of any such reductions;
  • our guests’ election to take cash refunds in lieu of future cruise credits or the continuation of any trends relating to such election;
  • trends in, or changes to, future bookings and our ability to take future reservations and receive deposits related thereto;
  • the unavailability of ports of call;
  • future increases in the price of, or major changes or reduction in, commercial airline services;
  • adverse events impacting the security of travel, such as terrorist acts, armed conflict and threats thereof, acts of piracy, and other international events;
  • adverse incidents involving cruise ships;
  • adverse general economic and related factors, such as fluctuating or increasing levels of unemployment, underemployment and the volatility of fuel prices, declines in the securities and real estate markets, and perceptions of these conditions that decrease the level of disposable income of consumers or consumer confidence;
  • any further impairment of our trademarks, trade names or goodwill;
  • breaches in data security or other disturbances to our information technology and other networks or our actual or perceived failure to comply with requirements regarding data privacy and protection;
  • changes in fuel prices and the type of fuel we are permitted to use and/or other cruise operating costs;
  • mechanical malfunctions and repairs, delays in our shipbuilding program, maintenance and refurbishments and the consolidation of qualified shipyard facilities;
  • the risks and increased costs associated with operating internationally;
  • fluctuations in foreign currency exchange rates;
  • overcapacity in key markets or globally;
  • our expansion into and investments in new markets;
  • our inability to obtain adequate insurance coverage;
  • pending or threatened litigation, investigations and enforcement actions;
  • volatility and disruptions in the global credit and financial markets, which may adversely affect our ability to borrow and could increase our counterparty credit risks, including those under our credit facilities, derivatives, contingent obligations, insurance contracts and new ship progress payment guarantees;
  • our inability to recruit or retain qualified personnel or the loss of key personnel or employee relations issues;
  • our reliance on third parties to provide hotel management services for certain ships and certain other services;
  • our inability to keep pace with developments in technology;
  • changes involving the tax and environmental regulatory regimes in which we operate; and
  • other factors set forth under “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2020, filed with the SEC on February 26, 2021.

Additionally, many of these risks and uncertainties are currently amplified by and will continue to be amplified by, or in the future may be amplified by, the COVID-19 pandemic. It is not possible to predict or identify all such risks. There may be additional risks that we consider immaterial or which are unknown.

The above examples are not exhaustive and new risks emerge from time to time. Such forward-looking statements are based on our current beliefs, assumptions, expectations, estimates and projections regarding our present and future business strategies and the environment in which we expect to operate in the future. These forward-looking statements speak only as of the date made.

We expressly disclaim any obligation or undertaking to release publicly any updates or revisions to any forward-looking statement contained herein to reflect any change in our expectations with regard thereto or any change of events, conditions or circumstances on which any such statement was based, except as required by law.

Investor Relations & Media Contact

Andrea DeMarco
(305) 468-2339
[email protected]

Jessica John
(786) 913-2902



Posted on

CLPS Incorporation Reports Financial Results for the First Half of Fiscal Year 2021

PR Newswire

HONG KONG, March 5, 2021 /PRNewswire/ — CLPS Incorporation (the “Company” or “CLPS”) (Nasdaq: CLPS), today announced its unaudited financial results for the six months ended December 31, 2020, or the first half of the Company’s fiscal year 2021.

First Half of Fiscal 2021 Highlights (all results compared to the six months ended December 31, 2019) 

  • Revenues increased by 37.0% to $58.3 million from $42.6 million.
  • Operating income increased by 213.5% to $3.9 million from $1.2 million.
  • Net income increased by 114.9% to $4.9 million from $2.3 million.
  • Net income attributable to CLPS Incorporation’s shareholders increased by 105.2% to $4.9 million from $2.4 million.
  • Basic and diluted earnings per share was $0.30 compared to $0.17 basic and diluted earnings per share.
  • Net cash provided by operating activities increased by 66.2% to $9.4 million from $5.7 million.
  • Non-GAAP net income guidance for the fiscal year 2021 was adjusted upwards to 60%-65% from 32%-37%.

Mr. Raymond Lin, Co-Founder and Chief Executive Officer of CLPS, commented, “We have taken extreme but decisive actions and showed highly resilient operational delivery while prioritizing our people and clients during the pandemic. As a professional IT services provider, we stood abreast with our clients to enable and speed up digital transformation ensuring uninterrupted business operations.”

“Our growth strategy continued to prove its value, enabling us to pivot with agility in this challenging moment. During the period, we have done well in gaining more overseas and domestic clients within our core industry scope. We maintained strong relationship with our existing clients, which resulted to a 98% client retention rate. In addition, we further advanced our mergers and acquisition efforts both domestically and overseas. Our acquisition of the remaining 20% ownership stake in Ridik enabled us to expand our footprint not only in Singapore, but also to its neighboring countries in the Southeast Asia and Asia Pacific regions. In our commitment to sustain a sufficient supply of IT talents, we launched training programs in partnership with educational institutions and non-profit organization in Hong Kong. On top of our annual internship training program, CLPS Academy, the Company’s training arm, has successfully carried out its second wave of Global Fintech Internship Program. It aims to introduce fresh talents with up-to-date knowledge and skills in global fintech industry perspective, thus meeting the talent demand from our top tier and global client base.” 

“I am pleased with the solid level of stability and momentum we achieved during the first half of fiscal 2021.I would like to extend my gratitude to our staff, clients, partners, and shareholders for your continued support particularly during this challenging time. We attribute our success to you for your trust and confidence in the Company.”

Ms. Rui Yang, Chief Financial Officer of CLPS, commented, “CLPS ended the first half of fiscal year 2021 financial results on a solid note. We delivered total revenue of $58.3 million, a sustained growth of 37.0% year-over-year. Our operating income and net income increased by triple digits year-over-year by 213.5% and 114.9%, respectively, due to the positive effects of the Company’s economies of scale. Our GAAP and non-GAAP basic and diluted earnings per share were $0.30 and $0.39, respectively.  As a result of strong demand for IT services from our growing network of clients and enhanced operational efficiency, our non-GAAP net income guidance was adjusted upwards to 60%-65% from 32%-37% for the fiscal 2021. Looking forward, we remain focus and optimistic that our streamlined growth strategy will put us on a firm footing to reach our business goal for the remainder of fiscal 2021.”

First Half of Fiscal Year 2021 Financial Results


Revenues

In the first half of fiscal 2021, revenues increased by $15.7 million, or 37.0%, to $58.3 million from $42.6 million in the prior year period. This increase in revenue was mainly due to an increase in revenue from IT consulting services.

Revenues by Service

  • Revenue from IT consulting services increased by $15.5 million, or 37.2%, to $57.1 million and accounted for 97.8% of total revenue in the first half of fiscal 2021 from $41.6 million, or 97.7% of total revenue, in the same period of the previous year. The increase was primarily due to increased demand from existing and new clients. For the six months ended December 31, 2020 and 2019, 41.0% and 41.3% of IT consulting services revenue were from international banks, respectively.
  • Revenue from customized IT solution services increased by $0.4 million, or 51.1%, to $1.1 million and accounted for 1.8% of total revenue in the first half of fiscal 2021 from $0.7 million, or 1.6% of total revenue. The increase was primarily due to increased demand from existing clients in the banking and wealth management areas.
  • Revenue from other services decreased by $0.1 million, or 25.3%, to $0.2 million and accounted for 0.3% of total revenue in the first half of fiscal year 2021 from $0.3 million, or 0.6% of total revenue in the same period of the previous year. The decrease was primarily due to decreased demand for other services, including headhunting service.

Revenues by Operational Areas

  • Revenue from banking area increased by $7.1 million, or 33.1% to $28.7 million in the first half of fiscal 2021, from $21.6 million in the prior year period. Revenue from banking area accounted for 49.3% and 50.7% of total revenues in the first half of fiscal 2021 and 2020, respectively.
  • Revenue from wealth management area increased by $2.0 million, or 21.8% to $11.4 million in the first half of fiscal 2021, from $9.4 million in the prior year period. Revenue from wealth management area accounted for 19.6% and 22.0% of total revenues in the first half of fiscal 2021 and 2020, respectively.
  • Revenue from e-Commerce area increased by $2.3 million, or 42.0% to $7.7 million in the first half of fiscal 2021, from $5.4 million in the prior year period. Revenue from e-Commerce area accounted for 13.2% and 12.7% of total revenues in the first half of fiscal 2021 and 2020, respectively.
  • Revenue from automotive area increased by $1.5 million, or 72.9% to $3.5 million in the first half of fiscal 2021, from $2.0 million in the prior year period. Revenue from automotive area accounted for 6.0% and 4.7% of total revenues in the first half of fiscal 2021 and 2020, respectively.

Revenues by Geography

  • Revenue generated outside of Mainland China increased by 53.9% to $6.6 million in the first half of fiscal year 2021 from $4.3 million in the same period of the previous year. Revenue generated outside of Mainland China accounted for 11.4% of total revenue compared to 10.1% in the prior year period. The increase in revenue generated outside of Mainland China reflects the Company’s successful and continuous global expansion strategy.


Gross Profit

Gross profit increased by $3.1 million, or 20.2%, to $18.5 million in the first half of fiscal 2021 from $15.4 million in the prior year period.


Operating Expenses

Selling and marketing expenses increased by $0.4 million, or 27.7%, to $1.8 million in the first half of fiscal 2021 from $1.4 million in the prior year period due to the increase of salary expenses as new staff were hired, enabling the implementation of the Company’s global expansion strategy. As a percentage of total revenues, selling and marketing expenses decreased to 3.1% in the first half of fiscal 2021 compared to 3.3% in the prior year period. The decrease was primarily due to the increase in operational efficiency as a result of economies of scale brought about by the Company’s global expansion strategy.

Research and development expenses increased by $1.2 million, or 22.7%, to $6.2 million in the first half of fiscal 2021 from $5.0 million in the prior year period. The increase was primarily due to the increased research and development personnel related expenses which enables the Company’s continued R&D efforts in big data, cloud computing, robotic process automation (RPA) and artificial intelligence (AI). As a percentage of total revenues, research and development expenses decreased to 10.6% in the first half of fiscal 2021 compared to 11.8% in the prior year period. The decrease was primarily due to the increase in operational efficiency as a result of economies of scale.

General and administrative expenses decreased by $1.3 million, or 16.1%, to $6.6 million in the first half of fiscal 2021 from $7.9 million in the prior year period. As a percentage of total revenues, general and administrative expenses decreased to 11.4% in the first half of fiscal 2021 compared to 18.6% in the prior year period. The decrease was primarily due to the increase in operational efficiency as result of economies of scale and refined management, and decreased in general and administrative personnel expenses.


Operating Income

Operating income increased by $2.7 million, or 213.5%, to $3.9 million in the first half of fiscal 2021 from $1.2 million in the same period of the previous year. Operating margin was 6.7% in the first half of fiscal 2021 compared to 2.9% in the prior year period.


Other Income and Expenses

Total other income, net of other expenses decreased to $1.1 million in the first half of fiscal 2021 from $1.3 million in the prior year period.


Provision for Income Taxes

Provision for income taxes decreased by $0.3 million to $0.1 million in the first half of fiscal 2021 from $0.4 million in the same period of the previous year, mainly due to the accrued deferred income tax assets from accumulated losses of the Company’s subsidiaries.


Net Income and EPS

Net income increased by $2.6 million, or 114.9%, to $4.9 million in the first half of fiscal 2021 from $2.3 million in the prior year period. After excluding the impact of non-cash share-based compensation expenses, non-GAAP net income[1] increased by $3.0 million, or 91.2%, to $6.4 million in the first half of fiscal 2021 from $3.4 million in the same period of the previous year.

After excluding the impact of non-controlling interests, net income attributable to CLPS Incorporation’s shareholders in the first half of fiscal 2021 was $4.9 million, or $0.30 basic and diluted earnings per share compared to net income attributable to CLPS Incorporation’s shareholders of $2.4 million, or $0.17 basic and diluted earnings per share. After excluding the impact of non-cash share-based compensation expenses, non-GAAP net income attributable to CLPS Incorporation’s shareholders[2] in the first half of fiscal 2021 was $6.4 million, or $0.39 basic and diluted earnings per share. This is compared to non-GAAP net income attributable to CLPS Incorporation’s shareholders of $3.4 million, or $0.24 basic and diluted earnings per share, in the prior year period.


Cash Flow

As of December 31, 2020, the Company had cash and cash equivalents of $26.0 million compared to $12.7 million as of June 30, 2020.

Net cash provided by operating activities was approximately $9.4 million. Net cash provided by investing activities was approximately $0.1 million. Net cash provided by financing activities was approximately $2.4 million. The effect of exchange rate change on cash was approximately positive $1.4 million. The Company believes that its current cash position and cash flow from operations are sufficient to meet its anticipated cash needs for at least the next 12 months.

Financial Outlook

For fiscal year 2021, the Company expects, absent material acquisitions or non-recurring transactions, total sales growth in the range of approximately 30% to 35% compared to fiscal year 2020 financial results. The non-GAAP net income growth was adjusted in the range of approximately 60% to 65% from 32% to 37% as previously forecasted in the Company’s second half and full year of fiscal 2020 financial report.

This forecast reflects the Company’s current and preliminary views, which are subject to change and are subject to risks and uncertainties, including, but not limited to various risks and uncertainties facing the Company’s business and operations as identified in its public filings.

Exchange Rate

The balance sheet amounts with the exception of equity as of December 31, 2020, were translated at 6.5250 RMB to 1.00 USD compared to 6.9618 RMB to 1.00 USD as of December 31, 2019. The equity accounts were stated at their historical rate. The average translation rates applied to the income statements accounts for the periods ended December 31, 2020 and 2019 were 6.7734 RMB to 1.00 USD and 7.0297 RMB to 1.00 USD, respectively. The change in the value of the RMB relative to the U.S. dollar may affect our financial results reported in the U.S. dollar terms without giving effect to any underlying change in our business or results of operation.

Conference Call Information

The Company will hold a conference call at 8:30 am ET on March 5, 2021 to discuss first half of fiscal 2021 results. Listeners may access the call by dialing:

U.S. Toll-Free:

+1-866-575-6539

U.S. Local /International:

+1-323-994-2028

Mainland China:

400 120 8590

Hong Kong:

800 961 384

To access the live webcast of the conference call, please visit this link. The live and archived webcast will also be available through the Company’s investor relations website at https://ir.clpsglobal.com.

A replay of the call will be available through March 19, 2021 by dialing:

U.S. Toll-Free:

+1-844-512-2921

U.S. Local/International:

+1-412-317-6671

Passcode:

3139679

About CLPS Incorporation

Headquartered in Hong Kong, CLPS Incorporation (the “Company”) (Nasdaq: CLPS) is a global leading information technology (“IT”), consulting and solutions service provider focusing on the banking, insurance and financial sectors. The Company serves as an IT solutions provider to a growing network of clients in the global financial industry, including large financial institutions in the US, Europe, Australia, Southeast Asia and Hong Kong, and their PRC-based IT centers. The Company maintains 19 delivery and/or research & development centers to serve different customers in various geographic locations. Mainland China centers are located in Shanghai, Beijing, Dalian, Tianjin, Baoding, Chengdu, Guangzhou, Shenzhen, Hangzhou, Suzhou and Hainan. The remaining eight global centers are located in Hong Kong SAR, USA, UK, Japan, Singapore, Malaysia, Australia, and India. For further information regarding the Company, please visit: https://ir.clpsglobal.com/, or follow CLPS on Facebook, LinkedIn, and Twitter.

Forward-Looking Statements

Certain of the statements made in this press release are “forward-looking statements” within the meaning and protections of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements include statements with respect to the Company’s beliefs, plans, objectives, goals, expectations, anticipations, assumptions, estimates, intentions, and future performance, and involve known and unknown risks, uncertainties and other factors, which may be beyond the Company’s control, and which may cause the actual results, performance, capital, ownership or achievements of the Company to be materially different from future results, performance or achievements expressed or implied by such forward-looking statements. All such statements attributable to us are expressly qualified in their entirety by this cautionary notice, including, without limitation, those risks and uncertainties related to the Company’s financial and operational performance in the first half of fiscal 2021, its expectations of the Company’s future performance, its preliminary outlook and guidance offered in this presentation, as well as the risks and uncertainties described in the Company’s most recently filed SEC reports and filings. Such reports are available upon request from the Company, or from the Securities and Exchange Commission, including through the SEC’s Internet website at http://www.sec.gov. We have no obligation and do not undertake to update, revise or correct any of the forward-looking statements after the date hereof, or after the respective dates on which any such statements otherwise are made.

Use of Non-GAAP Financial Measures

The unaudited condensed consolidated financial information is prepared in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”), except that the consolidated statement of changes in shareholders’ equity, consolidated statements of cash flows, and the detailed notes have not been presented. The Company uses non-GAAP operating income, non-GAAP operating margin, non-GAAP net income attributable to CLPS Incorporation’s shareholders, and basic and diluted non-GAAP net income per share, which are non-GAAP financial measures. Non-GAAP operating income is operating income excluding share-based compensation expenses. Non-GAAP operating margin is non-GAAP operating income as a percentage of revenues. Non-GAAP net income attributable to CLPS Incorporation’s shareholders is net income attributable to CLPS Incorporation’s shareholders excluding share-based compensation expenses. Basic and diluted non-GAAP net income per share is non-GAAP net income attributable to common shareholders divided by weighted average number of shares used in the calculation of basic and diluted net income per share. The Company believes that separate analysis and exclusion of the non-cash impact of share-based compensation expenses clarity to the constituent parts of its performance. The Company reviews these non-GAAP financial measures together with GAAP financial measures to obtain a better understanding of its operating performance. It uses the non-GAAP financial measure for planning, forecasting and measuring results against the forecast. The Company believes that non-GAAP financial measure is useful supplemental information for investors and analysts to assess its operating performance without the effect of non-cash share-based compensation expenses, which have been and will continue to be significant recurring expenses in its business. However, the use of non-GAAP financial measures has material limitations as an analytical tool. One of the limitations of using non-GAAP financial measures is that they do not include all items that impact the Company’s net income for the period. In addition, because non-GAAP financial measures are not measured in the same manner by all companies, they may not be comparable to other similar titled measures used by other companies. In light of the foregoing limitations, you should not consider non-GAAP financial measure in isolation from or as an alternative to the financial measure prepared in accordance with U.S. GAAP.

The presentation of these non-GAAP financial measures is not intended to be considered in isolation from, or as a substitute for, the financial information prepared and presented in accordance with U.S. GAAP. The Company encourages investors to carefully consider its results under GAAP, as well as its supplemental non-GAAP information and the reconciliation between these presentations, to more fully understand its business. For more information on these non-GAAP financial measures, please see the table captioned “Reconciliations of Non-GAAP and GAAP Results” near the end of this release.

Contact:    

CLPS Incorporation
Rhon Galicha
Investor Relations Office
Phone: +86-182-2192-5378
Email: [email protected]


[1] Non-GAAP net income is a non-GAAP financial measure, which is defined as net income excluding share-based compensation expenses. Please refer to the section titled “Reconciliation of GAAP and Non-GAAP Results” for details.


[2] Non-GAAP net income attributable to CLPS Incorporation’s shareholders is a non-GAAP financial measure, which is defined as net income attributable to the Company excluding share-based compensation expenses. Please refer to the section titled “Reconciliation of GAAP and Non-GAAP Results” for details.

 

 


CLPS INCORPORATION


UNAUDITED CONDENSED
CONSOLIDATED BALANCE SHEETS


(Amounts in U.S. dollars (“$”), except for number of shares)


As of
December 31
,


As of
June
 3
0
,


2020


2020


ASSETS

Current assets

Cash and cash equivalents

$

25,981,167

$

12,652,120

Short-term investments

–

636,934

Accounts receivable, net

31,205,299

25,753,856

Prepayments, deposits and other assets, net

1,545,239

1,280,967

Prepaid income tax

884,720

15,780

Amounts due from related parties

–

169,185


Total Current Assets

59,616,425

40,508,842

Property and equipment, net

585,079

452,472

Intangible assets, net

1,202,449

1,144,579

Goodwill

2,234,615

2,118,700

Long-term investments

900,091

680,131

Prepayments, deposits and other assets, net

537,063

244,387

Deferred tax assets, net

448,154

203,247


Total Assets

$


65,523,876

$

45,352,358


LIABILITIES AND SHAREHOLDERS’ EQUITY

Current liabilities

Short-term bank loans

$

5,005,402

$

2,161,239

Accounts payable and other current liabilities

773,511

489,043

Tax payables

1,626,017

1,426,614

Contract liabilities

868,222

755,178

Salaries and benefits payable

19,472,224

11,522,268

Amount due to related parties

67,918

–


Total Current Liabilities

27,813,294

16,354,342

Long-term bank loans

16,925

22,554

Deferred tax liabilities

143,846

163,163

Unrecognized tax benefits

311,923

194,939

 TOTAL LIABILITIES

28,285,988

16,734,998




Commitments and Contingencies



 


Shareholders’ Equity

Common stock, $0.0001 par value, 100,000,000 shares authorized; 16,345,053
     shares issued and outstanding as of December 31,2020; 15,930,330 shares
     issued and outstanding as of June 30, 2020; 13,913,201 shares issued and
     outstanding as of June 30, 2019.*

1,635

1,593

Additional paid-in capital

30,081,334

28,586,048

Statutory reserves

2,954,993

2,803,811

Retained earnings (accumulated deficits)

2,028,791

(2,680,143)

Accumulated other comprehensive income (loss)

770,144

(1,362,665)


Total CLPS Incorporation’s Shareholders’ Equity

35,836,897

27,348,644


Non-controlling Interests

1,400,991

1,268,716


Total Shareholders’ Equity

37,237,888

28,617,360


Total Liabilities and Shareholders’ Equity

$

65,523,876

$

45,352,358

* The shares and per share data are presented on a retroactive basis to reflect the nominal share issuance.

 

 


CLPS INCORPORATION 


UNAUDITED CONDENSED
CONSOLIDATED STATEMENTS


OF INCOME AND COMPREHENSIVE INCOME


(Amounts in U.S. dollars (“$”), except for number of shares)


For the six months ended December 31,


2020


2019

Revenues

58,318,208

42,568,264

Less: Cost of revenues (note 1)

(39,840,283)

(27,191,640)

Gross profit

18,477,925

15,376,624

Operating expenses

Selling and marketing expenses (note 1)

1,793,807

1,404,227

Research and development expenses

6,161,188

5,020,520

General and administrative expenses (note 1)

6,629,000

7,897,096

Other operating (loss), net

–

(187,496)

Total operating expenses

14,583,995

14,134,347

Income from operations

3,893,930

1,242,277

Subsidies and other income, net

1,185,916

1,371,912

Other expenses

(49,224)

(30,093)

Income before income tax and share of income in equity investees

5,030,622

2,584,096

Provision for income taxes

92,214

388,843

Income before share of income in equity investees

Share of (loss) income in equity investees, net of tax

Net income

4,938,408

(6,127)

4,932,281

2,195,253

99,468

2,294,721

Less: Net income (loss) attributable to non-controlling interests

72,165

(74,220)


Net income attributable to CLPS Incorporation’s shareholders


$

4,860,116


$

2,368,941

Other comprehensive income (loss)

Foreign currency translation gain (loss)

$

2,226,431

$

(139,745)

Less: foreign currency translation gain attributable to non-controlling
interests

93,622

7,349

Other comprehensive income (loss) attributable to CLPS
Incorporation’s shareholders

$

2,132,809

$

(147,094)

Comprehensive income attributable to

CLPS Incorporation shareholders

$

6,992,925

$

2,221,847

Non-controlling interests

165,787

(66,351)

$

7,158,712

$

2,155,496

Basic earnings per common share*

$

0.30

$

0.17

Weighted average number of share outstanding – basic

16,147,508

14,152,616

Diluted earnings per common share*

$

0.30

$

0.17

Weighted average number of share outstanding – diluted

16,174,530

14,204,248

Note:

(1) Includes share-based compensation expenses as follows:

     Cost of revenues

$

4,183

$

5,068

     Selling and marketing expenses

79,531

30,316

     General and administrative expenses

1,411,613

1,031,265

$

1,495,327

$

1,066,649

* The shares and per share data are presented on a retroactive basis to reflect the nominal share issuance.

 

 


CLPS INCORPORATION


UNAUDITED RECONCILIATION OF NON-GAAP AND GAAP RESULTS


(Amounts in U.S. dollars (“$”), except for number of shares)


For the six months ended 
December 31,


2020


2019

Cost of revenues

$

39,840,283

$

27,191,640

Less: share-based compensation expenses

4,183

5,068


Non-GAAP cost of revenues

$

39,836,100

$

27,186,572

Selling and marketing expenses

$

1,793,807

$

1,404,227

Less: share-based compensation expenses

79,531

30,316


Non-GAAP selling and marketing
   expenses

$

 

1,714,276

$

 

1,373,911

General and administrative expenses

$

6,629,000

$

7,897,096

Less: share-based compensation expenses

1,411,613

1,031,265


Non-GAAP general and administrative
   expenses

$

 

5,217,387

$

6,865,831

Operating income

$

3,893,930

$

1,242,277

Add: share-based compensation expenses

1,495,327

1,066,649


Non-GAAP operating income

$

5,389,257

$

2,308,926

Operating Margin

6.7%

2.9%

Add: share-based compensation expenses

2.5%

2.5%


Non-GAAP operating margin

9.2%

5.4%

Net income

$

4,932,281

$

2,294,721

Add: share-based compensation expenses

1,495,327

1,066,649


Non-GAAP net income

$

6,427,608

$

3,361,370

Net income attributable to CLPS
   Incorporation’s shareholders

$

4,860,116

$

2,368,941

Add: share-based compensation expenses

1,495,327

1,066,649


Non-GAAP net income attributable to
   CLPS Incorporation’s shareholders

$

6,355,443

$

3,435,590

Weighted average number of share
   outstanding used in computing GAAP and
   non-GAAP basic earnings

16,147,508

14,152,616

GAAP Basic earnings per common share

$

0.30

$

0.17

Add: share-based compensation expenses

0.09

0.07


Non-GAAP basic earnings per common
   share

$

0.39

$

0.24

Weighted average number of share
   outstanding used in computing GAAP
   diluted earnings

16,174,530

14,204,248

Add: effect of dilutive securities

–

–

Weighted average number of share
   outstanding used in computing non-GAAP
   diluted earnings

16,174,530

14,204,248

GAAP diluted earnings per common share

$

0.30

$

0.17

Add: share-based compensation expenses

0.09

0.07


Non-GAAP diluted earnings per common
   share

$

0.39

$

0.24

 

Cision View original content:http://www.prnewswire.com/news-releases/clps-incorporation-reports-financial-results-for-the-first-half-of-fiscal-year-2021-301241417.html

SOURCE CLPS

Posted on

QIAGEN Announces 20-F Annual Report Filing for 2020 Results

QIAGEN Announces 20-F Annual Report Filing for 2020 Results

GERMANTOWN, Md. & HILDEN, Germany–(BUSINESS WIRE)–
QIAGEN N.V. (NYSE: QGEN; Frankfurt Prime Standard: QIA) announced today that it has filed its annual report, including its audited consolidated financial statements on Form 20-F, for the year ended December 31, 2020, with the U.S. Securities and Exchange Commission. The document can be accessed on QIAGEN’s website at https://corporate.qiagen.com/investor-relations/financial-reports

About QIAGEN

QIAGEN N.V., a Netherlands-based holding company, is the leading global provider of Sample to Insight solutions that enable customers to gain valuable molecular insights from samples containing the building blocks of life. Our sample technologies isolate and process DNA, RNA and proteins from blood, tissue and other materials. Assay technologies make these biomolecules visible and ready for analysis. Bioinformatics software and knowledge bases interpret data to report relevant, actionable insights. Automation solutions tie these together in seamless and cost-effective workflows. QIAGEN provides solutions to more than 500,000 customers around the world in Molecular Diagnostics (human healthcare) and Life Sciences (academia, pharma R&D and industrial applications, primarily forensics). As of December 31, 2020, QIAGEN employed more than 5,600 people in over 35 locations worldwide. Further information can be found at http://www.qiagen.com.

Forward-Looking Statement

Certain statements contained in this press release may be considered forward-looking statements within the meaning of Section 27A of the U.S. Securities Act of 1933, as amended, and Section 21E of the U.S. Securities Exchange Act of 1934, as amended. To the extent that any of the statements contained herein relating to QIAGEN’s products, including those products used in the response to the COVID-19 pandemic, timing for launch and development, marketing and/or regulatory approvals, financial and operational outlook, growth and expansion, collaborations markets, strategy or operating results, including without limitation its expected adjusted net sales and adjusted diluted earnings results, are forward-looking, such statements are based on current expectations and assumptions that involve a number of uncertainties and risks. Such uncertainties and risks include, but are not limited to, risks associated with management of growth and international operations (including the effects of currency fluctuations, regulatory processes and dependence on logistics), variability of operating results and allocations between customer classes, the commercial development of markets for our products to customers in academia, pharma, applied testing and molecular diagnostics; changing relationships with customers, suppliers and strategic partners; competition; rapid or unexpected changes in technologies; fluctuations in demand for QIAGEN’s products (including fluctuations due to general economic conditions, the level and timing of customers’ funding, budgets and other factors); our ability to obtain regulatory approval of our products; difficulties in successfully adapting QIAGEN’s products to integrated solutions and producing such products; the ability of QIAGEN to identify and develop new products and to differentiate and protect our products from competitors’ products; market acceptance of QIAGEN’s new products and the integration of acquired technologies and businesses; actions of governments, global or regional economic developments, weather or transportation delays, natural disasters, political or public health crises, including the breadth and duration of the COVID-19 pandemic and its impact on the demand for our products and other aspects of our business, or other force majeure events; as well as the possibility that expected benefits related to recent or pending acquisitions may not materialize as expected; and the other factors discussed under the heading “Risk Factors” contained in Item 3 of our most recent Annual Report on Form 20-F. For further information, please refer to the discussions in reports that QIAGEN has filed with, or furnished to, the U.S. Securities and Exchange Commission.

Source: QIAGEN N.V.

Category: Financial

John Gilardi

Vice President Corporate Communications and Investor Relations

+49 2103 29 1171

+49 152 018 11711

+1 240 686 2222

[email protected]

Phoebe Loh

Director Investor Relations

+49 2103 29 11457

[email protected]

Dr. Thomas Theuringer

Senior Director, Head of External Communications

+49 2103 29 11826

[email protected]

Robert Reitze

Senior Manager Public Relations

+49 2103 29 11676

[email protected]

KEYWORDS: Maryland Switzerland United States Austria North America Europe Germany

INDUSTRY KEYWORDS: Biotechnology Health Science Pharmaceutical Research

MEDIA:

Posted on

Big Lots Reports Record Full Year Performance

FULL YEAR COMPS UP 16.1% WITH EPS MORE THAN DOUBLE PRIOR YEAR

RECORD Q4 COMPS OF 7.9%

Q4 EPS OF $2.59 AHEAD OF GUIDANCE

PR Newswire

COLUMBUS, Ohio, March 5, 2021 /PRNewswire/ — Big Lots, Inc. (NYSE: BIG) today reported net income of $98.0 million, or $2.59 per diluted share, for the fourth quarter of fiscal 2020 ended January 30, 2021, which compares to the company’s guidance, as provided on January 13, 2021, of $2.40 to $2.50 per diluted share. Net income for the fourth quarter of fiscal 2019 was $93.8 million, or $2.39 per diluted share. Net sales for the fourth quarter of fiscal 2020 totaled $1,738 million, an 8.1% increase compared to $1,607 million for the same period last year, with the growth resulting from a 7.9% increase in comparable sales, and sales growth from new and relocated non-comp stores, offset by a slightly lower average store count year-over-year.

Remarking on today’s announcement, Bruce Thorn, President and CEO of Big Lots stated, “I am pleased to report that our fiscal fourth quarter ended strongly, with a record fourth quarter comparable sales increase despite softer than planned traffic in December and inventory and supply chain challenges during the quarter. We also delivered another stellar quarter of growth across our ecommerce and omnichannel platforms with sales increasing over 130%. Throughout the quarter, our strategic investments and the nimbleness of our teams allowed us to serve our customers better than ever, as well as adjust to market dynamics to deliver excellent top-line and bottom-line results.”

Mr. Thorn further remarked, “Fiscal 2020 was the strongest year in the history of Big Lots, occurring against the backdrop of an unprecedented year of uncertainty for our nation and industry. The results were the culmination of the tremendous efforts of our associates in our distribution centers, our stores, and our corporate headquarters, combined with the ongoing and successful rollout of our Operation North Star strategies. Beyond our 2020 results, we believe these strategies position us for ongoing success, supported by our steadfast focus on customer service, our assortment of everyday essentials and stay-at-home products, and our growing customer file. During 2021, we will continue the roll-out of our Lot and Queue Line programs to the balance of our stores, expand our offerings under the Broyhill brand, further scale our greatly enhanced ecommerce capabilities, and accelerate new store openings. With the dedication and commitment of our 37,000 associates to drive these initiatives, we’re confident that 2021 will be another successful year in the evolution of Big Lots.”

 

Earnings per Share

Q4 2020

Q4 2019

FY 2020

FY 2019

Earnings per diluted share

$2.59

$2.39

$16.11

$6.16

Gain on sale of distribution centers (1)

–

–

($8.75)

($3.47)

Impact of the costs associated with the implementation

–

–

–

$0.83

of the strategic transformation (1)

Impact of legal settlement loss contingencies (1)

–

–

–

$0.14

Earnings per diluted share – adjusted basis

$2.59

$2.39

$7.35

$3.67

(1)  Non-GAAP detailed reconciliation provided in our statements below.


FISCAL 2020

For fiscal 2020, net income totaled $629.2 million, or $16.11 per diluted share. Excluding non-recurring items detailed in this release, adjusted net income for the full year period ended January 30, 2021, totaled $287.3 million, or $7.35 per diluted share (non-GAAP), compared to adjusted net income of $144.4 million, or $3.67 per diluted share (non-GAAP), for fiscal 2019.

Net sales for fiscal 2020 totaled $6,199 million, a 16.5% increase compared to $5,323 million last year, with the increase resulting from a comparable sales increase of 16.1% and sales growth in high volume new and relocated non-comp stores.

Inventory and Cash Management
Inventory ended the fourth quarter of fiscal 2020 at $940 million compared to $921 million for the same period last year. The 2% increase was driven by in-transit inventory, which continues to be substantially higher year-over-year as the company has increased its order volume to restore on-hand merchandise and accommodate longer lead times on imported merchandise. Excluding in-transit, on-hand inventory was down approximately 5% to the prior year.

The company ended the fourth quarter of fiscal 2020 with $560 million of Cash and Cash Equivalents and $36 million of Long-term Debt, compared to $53 million of Cash and Cash Equivalents and $279 million of Long-term Debt as of the end of the fourth quarter of fiscal 2019.

Share Repurchase Authorization
As previously announced, on August 27, 2020 the company’s Board of Directors authorized the repurchase of up to $500 million of the company’s outstanding common shares. The authorization may be utilized to repurchase shares in the open market and/or in privately negotiated transactions at the company’s discretion, subject to market conditions and other factors. In the fourth quarter of fiscal 2020, the company invested $73 million to repurchase 1.6 million shares at an average price of $46.38. Through the end of the fourth quarter of fiscal 2020, the company had utilized $173 million under this authorization to repurchase 3.8 million shares, at an average price of $46.05.

Dividend
As announced in a separate press release, on March 4, 2021, the Board of Directors declared a quarterly cash dividend of $0.30 per common share. This dividend payment of approximately $11 million will be payable on April 2, 2021, to shareholders of record as of the close of business on March 19, 2021.

Company Outlook
The company expects that its financial performance in 2021 will be significantly affected by the ongoing Covid-19 pandemic, including the impact of continued evolution in consumer shopping behaviors, and potential impact of further government stimulus. As such, the company does not have the visibility to provide full year guidance for fiscal 2021 at this time. Based on currently available information, for the first quarter of fiscal 2021 the company expects to achieve diluted earnings per share in the range of $1.30 to $1.45, based on a low-single-digit comparable sales increase. The foregoing first quarter guidance does not incorporate further anticipated share repurchases pursuant to the remaining $327 million available under the $500 million share repurchase authorization approved by the company’s Board of Directors on August 27, 2020.

Conference Call/Webcast
The company will host a conference call today at 8:00 a.m. to discuss the financial results for the fourth quarter of fiscal 2020. A webcast of the conference call is available through the Investor Relations section of the company’s website http://www.biglots.com. An archive of the call will be available through the Investor Relations section of the company’s website after 12:00 p.m. today and will remain available through midnight on Friday, March 19, 2021. A replay of this call will also be available beginning today at 12:00 p.m. through March 19 by dialing 877.660.6853 (Toll Free) or 201.612.7415 (Toll) and entering Replay Conference ID 13715962. All times are Eastern Time.

Headquartered in Columbus, Ohio, Big Lots, Inc. (NYSE: BIG) is a neighborhood discount retailer operating 1,410 stores in 47 states, as well as a best-in-class ecommerce platform with expanded capabilities via BOPIS, curbside pickup, Instacart and PICKUP with same day delivery. The company’s product assortment is focused on home essentials: Furniture, Seasonal, Soft Home, Food, Consumables, Hard Home, and Electronics, Toys & Accessories. Big Lots’ mission is to help people Live BIG and Save Lots. The company strives to be the BIG difference for a better life by delivering unmatched value to customers through surprise and delight, being a “best place to work” culture for associates, rewarding shareholders with consistent growth and top-tier returns, as well as doing good in local communities. For more information about the company, visit www.biglots.com.

Cautionary Statement Concerning Forward-Looking Statements

Certain statements in this release are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, and such statements are intended to qualify for the protection of the safe harbor provided by the Act. The words “anticipate,” “estimate,” “approximate,” “expect,” “objective,” “goal,” “project,” “intend,” “plan,” “believe,” “will,” “should,” “may,” “target,” “forecast,” “guidance,” “outlook” and similar expressions generally identify forward-looking statements. Similarly, descriptions of objectives, strategies, plans, goals or targets are also forward-looking statements. Forward-looking statements relate to the expectations of management as to future occurrences and trends, including statements expressing optimism or pessimism about future operating results or events and projected sales, earnings, capital expenditures and business strategy. Forward-looking statements are based upon a number of assumptions concerning future conditions that may ultimately prove to be inaccurate. Forward-looking statements are and will be based upon management’s then-current views and assumptions regarding future events and operating performance and are applicable only as of the dates of such statements. Although the company believes the expectations expressed in forward-looking statements are based on reasonable assumptions within the bounds of knowledge, forward-looking statements, by their nature, involve risks, uncertainties and other factors, any one or a combination of which could materially affect business, financial condition, results of operations or liquidity.

Forward-looking statements that the company makes herein and in other reports and releases are not guarantees of future performance and actual results may differ materially from those discussed in such forward-looking statements as a result of various factors, including, but not limited to, developments related to the COVID-19 coronavirus pandemic, current economic and credit conditions, the cost of goods, the inability to successfully execute strategic initiatives, competitive pressures, economic pressures on customers and the company, the availability of brand name closeout merchandise, trade restrictions, freight costs, the risks discussed in the Risk Factors section of the company’s most recent Annual Report on Form 10-K, and other factors discussed from time to time in other filings with the SEC, including Quarterly Reports on Form 10-Q and Current Reports on Form 8-K. This release should be read in conjunction with such filings, and you should consider all of these risks, uncertainties and other factors carefully in evaluating forward-looking statements.

You are cautioned not to place undue reliance on forward-looking statements, which speak only as of the date thereof. The company undertakes no obligation to publicly update forward-looking statements, whether as a result of new information, future events or otherwise. You are advised, however, to consult any further disclosures the company makes on related subjects in public announcements and SEC filings.

 


BIG LOTS, INC. AND SUBSIDIARIES


CONDENSED CONSOLIDATED BALANCE SHEETS


(In thousands)


JANUARY 30


FEBRUARY 1


2021


2020

(Unaudited)

(Unaudited)


ASSETS


Current assets:


Cash and cash equivalents

$559,556

$52,721


Inventories

940,294

921,266


Other current assets

85,939

89,962


   Total current assets

1,585,789

1,063,949


Operating lease right-of-use assets

1,649,009

1,202,252


Property and equipment – net

717,216

849,147


Deferred income taxes

16,329

4,762


Other assets

68,914

69,171

$4,037,257

$3,189,281


LIABILITIES AND SHAREHOLDERS’ EQUITY      


Current liabilities:


Accounts payable

$398,433

$378,241


Current operating lease liabilities

226,075

212,144


Property, payroll and other taxes

109,694

82,109


Accrued operating expenses

138,331

118,973


Insurance reserves

34,660

36,131


Accrued salaries and wages

49,830

39,292


Income taxes payable

43,601

3,930


   Total current liabilities

1,000,624

870,820


Long-term debt

35,764

279,464


Noncurrent operating lease liabilities

1,465,433

1,035,377


Deferred income taxes

7,762

48,610


Insurance reserves

57,452

57,567


Unrecognized tax benefits

11,304

10,722


Other liabilities

181,187

41,257


Shareholders’ equity

1,277,731

845,464

$4,037,257

$3,189,281

 


BIG LOTS, INC. AND SUBSIDIARIES


CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS


(In thousands, except per share data)


13 WEEKS ENDED


13 WEEKS ENDED


JANUARY 30, 2021


FEBRUARY 1, 2020


%


%

(Unaudited)

(Unaudited)


Net sales

$1,737,915

100.0

$1,606,982

100.0


Gross margin

685,173

39.4

634,019

39.5


Selling and administrative expenses 

520,617

30.0

471,064

29.3


Depreciation expense

33,586

1.9

37,409

2.3


Operating profit

130,970

7.5

125,546

7.8


Interest expense

(2,575)

(0.1)

(3,170)

(0.2)


Other income (expense)

1,533

0.1

(250)

(0.0)


Income before income taxes

129,928

7.5

122,126

7.6


Income tax expense

31,942

1.8

28,362

1.8


Net income

$97,986

5.6

$93,764

5.8


Earnings per common share


Basic

$2.68

$2.40


Diluted

$2.59

$2.39


Weighted average common shares outstanding


Basic

36,509

39,037


Dilutive effect of share-based awards

1,316

165


Diluted

37,825

39,202


Cash dividends declared per common share

$0.30

$0.30

 


BIG LOTS, INC. AND SUBSIDIARIES


CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS


(In thousands, except per share data)


52 WEEKS ENDED


52 WEEKS ENDED


JANUARY 30, 2021


FEBRUARY 1, 2020


%


%

(Unaudited)

(Unaudited)


Net sales

$6,199,186

100.0

$5,323,180

100.0


Gross margin

2,497,386

40.3

2,114,682

39.7


Selling and administrative expenses 

1,965,555

31.7

1,823,409

34.3


Depreciation expense

138,336

2.2

134,981

2.5


Gain on sale of distribution centers

(463,053)

(7.5)

(178,534)

(3.4)


Operating profit

856,548

13.8

334,826

6.3


Interest expense

(11,031)

(0.2)

(16,827)

(0.3)


Other income (expense)

(911)

(0.0)

(451)

(0.0)


Income before income taxes

844,606

13.6

317,548

6.0


Income tax expense

215,415

3.5

75,084

1.4


Net income

$629,191

10.1

$242,464

4.6


Earnings per common share


Basic

$16.46

$6.18


Diluted

$16.11

$6.16


Weighted average common shares outstanding


Basic

38,233

39,244


Dilutive effect of share-based awards

834

107


Diluted

39,067

39,351


Cash dividends declared per common share

$1.20

$1.20

 


BIG LOTS, INC. AND SUBSIDIARIES


CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS


(In thousands)


13 WEEKS ENDED


13 WEEKS ENDED


JANUARY 30, 2021


FEBRUARY 1, 2020

 (Unaudited) 

 (Unaudited) 


  Net cash provided by operating activities

$131,939

$258,422


  Net cash used in investing activities

(32,222)

(33,249)


  Net cash used in financing activities

(87,992)

(234,246)


Increase (decrease) in cash and cash equivalents

11,725

(9,073)


Cash and cash equivalents:


  Beginning of period

547,831

61,794


  End of period

$559,556

$52,721

 


BIG LOTS, INC. AND SUBSIDIARIES


CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS


(In thousands)


52  WEEKS ENDED


52  WEEKS ENDED


JANUARY 30, 2021


FEBRUARY 1, 2020

 (Unaudited) 

 (Unaudited) 


  Net cash provided by operating activities

$399,349

$338,970


  Net cash provided by (used in) investing activities

452,987

(74,480)


  Net cash used in financing activities

(345,501)

(257,803)


Increase in cash and cash equivalents

506,835

6,687


Cash and cash equivalents:


  Beginning of period

52,721

46,034


  End of period

$559,556

$52,721

BIG LOTS, INC. AND SUBSIDIARIES

RECONCILIATION OF NON-GAAP FINANCIAL MEASURES

(In thousands, except per share data)

(Unaudited)

The following tables reconcile: gross margin, gross margin rate, selling and administrative expenses, selling and administrative expense rate, gain on sale of distribution center(s), gain on sale of distribution center(s) rate, operating profit, operating profit rate, income tax expense, effective income tax rate, net income, and diluted earnings per share for the full year 2020 and the full year 2019 (GAAP financial measures) to adjusted gross margin, adjusted gross margin rate, adjusted selling and administrative expenses, adjusted selling and administrative expense rate, adjusted gain on sale of distribution center(s), adjusted gain on sale of distribution center(s) rate, adjusted operating profit, adjusted operating profit rate, adjusted income tax expense, adjusted effective income tax rate, adjusted net income, and adjusted diluted earnings per share (non-GAAP financial measures).


 Full Year 2020 – Fifty-two weeks ended January 30, 2021 


 As Reported 


 Adjustment to
exclude gain on
sale of distribution
centers and related
expenses 


 As Adjusted
(non-GAAP) 


 Selling and administrative expenses 

$           2,497,386

$                     (3,956)

$           2,493,430


 Selling and administrative expense rate 

40.3%

(0.1%)

40.2%


 Gain on sale of distribution centers 

(463,053)

463,053

–


 Gain on sale of distribution centers rate 

(7.5%)

7.5%

–


 Operating profit 

856,548

(459,097)

397,451


 Operating profit rate 

13.8%

(7.4%)

6.4%


 Income tax expense 

215,415

(117,194)

98,221


 Effective income tax rate 

25.5%

(0.0%)

25.5%


 Net income 

629,191

(341,903)

287,288


 Diluted earnings per share  

$                  16.11

$                       (8.75)

$                    7.35

The above adjusted selling and administrative expenses, adjusted selling and administrative expense rate, adjusted gain on sale of distribution centers, adjusted gain on sale of distribution centers rate, adjusted operating profit, adjusted operating profit rate, adjusted income tax expense, adjusted effective income tax rate, adjusted net income, and adjusted diluted earnings per share are “non-GAAP financial measures” as that term is defined by Rule 101 of Regulation G (17 CFR Part 244) and Item 10 of Regulation S-K (17 CFR Part 229). These non-GAAP financial measures exclude from the most directly comparable financial measures calculated and presented in accordance with accounting principles generally accepted in the United States of America (“GAAP”) a gain resulting from the sale of our Columbus, OH; Durant, OK; Montgomery, AL; and Tremont, PA distribution centers and the related expenses of $459,097 ($341,903, net of tax).


 Full Year 2019 – Fifty-two weeks ended February 1, 2020 


 As Reported 


 Impact to exclude
department exit
inventory
impairment 


 Impact to exclude
transformational
restructuring costs 


 Adjustment to
exclude legal
settlement loss
contingencies 


 Adjustment to
exclude gain on
sale of distribution
center 


 As Adjusted
(non-GAAP) 


 Gross margin 

$      2,114,682

$                      6,050

$                            –

$                            –

$                            –

$      2,120,732


 Gross margin rate 

39.7%

0.1%

–

–

–

39.8%


 Selling and administrative expenses 

1,823,409

–

(38,338)

(7,250)

–

1,777,821


 Selling and administrative expense rate 

34.3%

–

(0.7%)

(0.1%)

–

33.4%


 Gain on sale of distribution center 

(178,534)

–

–

–

178,534

–


 Gain on sale of distribution center rate 

(3.4%)

–

–

–

3.4%

–


 Operating profit 

334,826

6,050

38,338

7,250

(178,534)

207,930


 Operating profit rate 

6.3%

0.1%

0.7%

0.1%

(3.4%)

3.9%


 Income tax expense 

75,084

1,553

9,836

1,696

(41,930)

46,239


 Effective income tax rate 

23.6%

0.0%

0.1%

(0.0%)

0.6%

24.3%


 Net income 

242,464

4,497

28,502

5,554

(136,604)

144,413


 Diluted earnings per share  

$               6.16

$                        0.11

$                        0.72

$                        0.14

$                       (3.47)

$               3.67

The above adjusted gross margin, adjusted gross margin rate, adjusted selling and administrative expenses, adjusted selling and administrative expense rate, adjusted gain on sale of distribution center, adjusted gain on sale of distribution center rate, adjusted operating profit, adjusted operating profit rate, adjusted income tax expense, adjusted effective income tax rate, adjusted net income, and adjusted diluted earnings per share are “non-GAAP financial measures” as that term is defined by Rule 101 of Regulation G (17 CFR Part 244) and Item 10 of Regulation S-K (17 CFR Part 229). These non-GAAP financial measures exclude from the most directly comparable financial measures calculated and presented in accordance with GAAP (1) an inventory impairment amount of $6,050 ($4,497, net of tax) as a result of a merchandise department exit; (2) the costs associated with a transformational restructuring initiative of $38,338 ($28,502, net of tax); (3) a pretax charge related to estimated legal settlement of employee class actions of $7,250 ($5,554, net of tax); and (4) a gain resulting from the sale of our Rancho Cucamonga, CA distribution center of $178,534 ($136,604, net of tax).

Our management believes that the disclosure of these non-GAAP financial measures provides useful information to investors because the non-GAAP financial measures present an alternative and more relevant method for measuring our operating performance, excluding special items included in the most directly comparable GAAP financial measures, that management believes is more indicative of our on-going operating results and financial condition. Our management uses these non-GAAP financial measures, along with the most directly comparable GAAP financial measures, in evaluating our operating performance.

Cision View original content to download multimedia:http://www.prnewswire.com/news-releases/big-lots-reports-record-full-year-performance-301241155.html

SOURCE Big Lots, Inc.

Posted on

TD Releases 2020 Environmental, Social and Governance Report and TD Ready Commitment Report

PR Newswire

Reports describe how the Bank accelerated its efforts and broadened its positive impact in a year of significant change and disruption

TORONTO and CHERRY HILL, N.J., March 5, 2021 /PRNewswire/ – In a world disrupted by COVID-19, TD directly contributed to positive change and societal progress to help promote a better, more sustainable and inclusive tomorrow. 

TD’s 2020 Environmental, Social and Governance (ESG) Report, Adapting with Purpose, outlines how the Bank accelerated its efforts, elevated its contributions and enhanced its oversight and measurement of ESG practices. The 2020 TD Ready Commitment Report highlights the progress and impact TD has achieved through its corporate citizenship platform with a focus on financial health, social inclusion, equitable health outcomes and the environment to create the conditions for everyone to succeed in an ever-changing world. Together, these reports demonstrate how the Bank is fulfilling its promise – to enrich the lives of our customers, communities and colleagues.

Commencing in 2021, TD will link senior executive compensation with the Bank’s ESG performance, further reinforcing the importance of ESG as a core component of TD’s business globally.

“TD’s purpose, to enrich the lives of our customers, colleagues and communities is the foundation of all we do”, said Norie Campbell, Group Head and General Counsel, TD Bank Group. “The challenges that came with 2020 have further strengthened our resolve to build a more sustainable and inclusive future. Through our strong commitment to ESG, the actions we are taking will support long-term prosperity and growth, creating opportunity for all to succeed in a rapidly changing world.”

Also released today, the 2020 Managing Climate-Related Risks and Opportunities Report covers TD’s progress implementing recommendations from the Task Force on Climate-related Financial Disclosures (TCFD). This report shares how the Bank is continuing to embed climate-related considerations into its business as part of its broader commitment to environmental transparency and accountability.

Key highlights described in the Bank’s reports include:

  • The launch of TD’s global Climate Action Plan, which includes:
    • A target to achieve net-zero greenhouse gas (GHG) emissions associated with its operations and financing activities by 2050, aligned to the associated principles of the Paris Agreement.
    • An intention to establish GHG emissions baselines across its business and financing portfolio and to work closely with clients as it sets interim GHG reduction goals on the path towards 2050. The Bank will report on its progress starting with 2021.
    • The establishment of a Sustainable Finance and Corporate Transitions Group within TD Securities to provide clients with advisory services and important transition and sustainability-focused financing globally. The Bank will continue to work with clients, including those in the energy sector, to deliver advice, financing and support as they build their transition strategies for a low-carbon future.
    • A commitment not to provide new project-specific financial services, including advisory services, for activities that are directly related to the exploration, development, or production of oil and gas within the Arctic Circle, including the Arctic National Wildlife Refuge (ANWR).
    • A focus on developing and promoting measurement and tracking methodologies, alongside national, industry and global organizations, to help measure its progress toward our 2050 targets.
  • TD was listed on the Dow Jones Sustainability World Index for the seventh consecutive year; now the only North American-based bank on the World Index.
  • Over $130 million CAD invested to support non-profit organizations in 2020 across our global footprint, through the TD Ready Commitment, contributing to a target of $1 billion in philanthropy by 2030. This included the launch of the TD Community Resilience Initiative, allocating $25 million to support non-profits and health-care providers across our operating footprint in the wake of COVID-19.
  • In 2020, TD engaged in challenging conversations on racism, opening the door for meaningful change and inspiring us to take additional action. TD encouraged open dialogue, delivered new training initiatives across the enterprise and we challenged ourselves to do more. For example, TD funded and formed deeper relationships with organizations that support diverse talent and economic inclusion in the community and established new targets for minority executive representation across the Bank, with a specific focus on Black and Indigenous communities.
  • As of October 31, 2020, women comprised 38% (5 of 13) of all Directors. Further, 31% (4 of 13) of all Directors voluntarily self-identified as a visible minority, a person of Indigenous or Aboriginal heritage, LGBTQ2+ or a person with a disability. At the end of 2020, the Bank met its goal of increasing the level of women holding titled vice president and above roles in Canada to 40%.

For more information about TD’s global corporate citizenship efforts, please visit: www.td.com/esg and www.td.com/readycommitment.

About TD Bank Group
The Toronto-Dominion Bank and its subsidiaries are collectively known as TD Bank Group (“TD” or the “Bank”). TD is the fifth largest bank in North America by assets and serves over 26 million customers in three key businesses operating in a number of locations in financial centres around the globe: Canadian Retail, including TD Canada Trust, TD Auto Finance Canada, TD Wealth (Canada), TD Direct Investing, and TD Insurance; U.S. Retail, including TD Bank, America’s Most Convenient Bank®, TD Auto Finance U.S., TD Wealth (U.S.), and an investment in The Charles Schwab Corporation; and Wholesale Banking, including TD Securities. TD also ranks among the world’s leading online financial services firms, with more than 14 million active online and mobile customers. TD had CDN$1.7 trillion in assets on January 31, 2021. The Toronto-Dominion Bank trades under the symbol “TD” on the Toronto and New York Stock Exchanges.

Cision View original content:http://www.prnewswire.com/news-releases/td-releases-2020-environmental-social-and-governance-report-and-td-ready-commitment-report-301241179.html

SOURCE TD Bank Group

Posted on

Mastercard Completes Acquisition of Nets’ Account-to-Account Payment Business

Mastercard Completes Acquisition of Nets’ Account-to-Account Payment Business

PURCHASE, N.Y.–(BUSINESS WIRE)–
Today, Mastercard (NYSE: MA) completed its acquisition of the majority of the Corporate Services business of Nets, a leading European PayTech company, having met the conditions set out by the European Commission in its approval in August 2020. The additions to Mastercard will support a broader set of account-to-account capabilities, including clearing and settlement instant payment infrastructure, bill payment and E-invoicing applications.

“Today is a significant milestone as we continue to build out our multi-rail payment solutions beyond cards,” said Paul Stoddart, president of New Payment Platforms, Mastercard. “This acquisition brings top talent and innovative technology, enhancing our existing multi-rail propositions to enable greater access, choice and flexibility in how people want to pay and get paid.”

Over the past few years, Mastercard has continued to expand its reach beyond card payments, executing on its multi-rail strategy. The proven real-time and pioneering bill payment solutions of Nets’ Corporate Services complement Mastercard’s growing suite of payment capabilities.

“Combined with Mastercard’s global network and customer franchise, this acquisition further strengthens our position as the payment partner of choice for governments, financial institutions, consumers and businesses across all payment flows, in the Nordics and beyond,” adds Stoddart.

# # #

About Mastercard (NYSE: MA)

Mastercard is a global technology company in the payments industry. Our mission is to connect and power an inclusive, digital economy that benefits everyone, everywhere by making transactions safe, simple, smart and accessible. Using secure data and networks, partnerships and passion, our innovations and solutions help individuals, financial institutions, governments and businesses realize their greatest potential. Our decency quotient, or DQ, drives our culture and everything we do inside and outside of our company. With connections across more than 210 countries and territories, we are building a sustainable world that unlocks priceless possibilities for all.

www.mastercard.com

Seth Eisen, [email protected], + 1 914-249-3153

Andrea Axon, [email protected], +44 (0)20 3818 2816

KEYWORDS: Europe United States North America New York

INDUSTRY KEYWORDS: Online Retail Retail Other Consumer Consumer Technology Software

MEDIA:

Logo
Logo
Posted on

Ouster and Strategic Manufacturing Partner Benchmark Electronics Accelerate Capacity Expansion to Meet Anticipated 2021 Demand

Ouster and Strategic Manufacturing Partner Benchmark Electronics Accelerate Capacity Expansion to Meet Anticipated 2021 Demand

Majority of Sensor Production Shifted to Global Contract Manufacturer

SAN FRANCISCO–(BUSINESS WIRE)–
Ouster, Inc. (“Ouster”), a leading provider of high-resolution digital lidar sensors for the industrial automation, smart infrastructure, robotics, and automotive industries, is scaling production and achieving major automotive milestones through its partnership with Benchmark Electronics, a strategic contract manufacturer. Benchmark’s global expertise in microelectronics, optics, printed circuit board assembly, and automated testing has enabled Ouster to increase production capabilities, shipping over 2,000 sensors in 2020.

Ouster has shifted the majority of its sensor production to Benchmark’s facility in Thailand, located in a region known for its photonics expertise and highly-skilled labor. Production has already scaled substantially; in Q4 2020 alone, total sensor output increased by over 60% compared to the previous quarter. With Benchmark’s custom microelectronics line, a full-sensor assembly line, and an end-of-line test room within a single facility, Ouster expects Benchmark’s capabilities will result in continued acceleration of production capacity to over thousands of units per month while maintaining quality and costs.

Benchmark’s Thailand facility complies with international standards that govern quality and environmental requirements for the industry, including ISO 9001:2015, ISO 14001:2015, and automotive IATF 16949. Major automotive OEMs completed audits of Ouster’s facility on Benchmark’s Thailand campus in 2019, confirming compliance with quality standards and volume production capacity. This is a critical milestone for any lidar manufacturer in their quest to meet automotive-grade specifications.

“We believe our contract manufacturing capabilities with Benchmark Electronics uniquely position us to achieve our future goal of automotive-grade quality at scale and low cost,” said Darien Spencer, Executive Vice President of Operations at Ouster. “This partnership with Benchmark has enabled us to scale quickly to meet current needs across our four market segments. It also accelerates our capacity to meet the anticipated high volume demands of our automotive customers as they prepare for commercial deployment in the coming years.”

Benchmark’s Thailand facility is expected to support the high volume, low-cost production of Ouster sensors while meeting major industrial quality requirements and future automotive-grade qualifications. Ouster’s San Francisco facility will continue to be utilized for introducing new products and fulfilling select U.S. customer contracts.

In December, Ouster entered into a definitive merger agreement with Colonnade Acquisition Corp. (NYSE: CLA)(“CLA”) in a transaction that would result in Ouster being listed on the NYSE under the ticker symbol “OUST”. CLA has scheduled the extraordinary general meeting of its shareholders for March 9, 2021 to approve the proposed business combination. The closing of the Business Combination is subject to approval by CLA’s shareholders and the satisfaction of other customary closing conditions and is expected to close as soon as practicable following the extraordinary general meeting.

About Ouster

Ouster invented its digital lidar in 2015 and is a leading manufacturer of high-resolution digital lidar sensors used throughout the industrial automation, smart infrastructure, robotics, and automotive industries. Ouster’s sensors are reliable, compact, affordable and highly customizable, laying the foundation for digital lidar ubiquity across endless applications and industries. Already hundreds of customers have incorporated Ouster lidar sensors in current products or those in development for imminent commercial release. For more information, visit www.ouster.com, or connect with us on Twitter or LinkedIn.

Additional Information and Where to Find It

This document relates to a proposed business combination (the “Business Combination”) between CLA and Ouster. This document does not contain all the information that should be considered concerning the proposed Business Combination and is not intended to form the basis of any investment decision or any other decision in respect of the Business Combination. In connection with the proposed Business Combination, CLA filed a registration statement on Form S-4 with the U.S. Securities and Exchange Commission (the “SEC”) on December 22, 2020, which included a proxy statement/prospectus of CLA. CLA’s shareholders, Ouster’s stockholders and other interested persons are advised to read the definitive proxy statement/prospectus and other documents filed in connection with the proposed Business Combination, as these materials contain important information about Ouster, CLA and the Business Combination. The definitive proxy statement/prospectus and other relevant materials for the proposed Business Combination have been mailed to stockholders of Ouster and shareholders of CLA as of a record date for voting on the proposed Business Combination. CLA shareholders and Ouster stockholders will also be able to obtain copies of the definitive proxy statement and other documents filed with the SEC, without charge, at the SEC’s website at www.sec.gov, or by directing a request to CLA’s secretary at 1400 Centrepark Blvd, Suite 810, West Palm Beach, FL 33401, (561) 712-7860.

Participants in the Solicitation

CLA and its directors and executive officers may be deemed participants in the solicitation of proxies from CLA’s shareholders with respect to the proposed Business Combination. A list of the names of those directors and executive officers and a description of their interests in CLA is contained in CLA’s definitive proxy statement/prospectus filed with the SEC on February 18, 2021, which is available free of charge at the SEC’s website at www.sec.gov. To the extent such holdings of CLA’s securities may have changed since that time, such changes have been or will be reflected on Statements of Change in Ownership on Form 4 filed with the SEC.

Ouster and its directors and executive officers may also be deemed to be participants in the solicitation of proxies from the shareholders of CLA in connection with the proposed Business Combination. A list of the names of such directors and executive officers and information regarding their interests in the proposed Business Combination is contained in CLA’s definitive proxy statement/prospectus filed with the SEC on February 18, 2021, which is available free of charge at the SEC’s website at www.sec.gov.

Forward-Looking Statements

This document contains certain forward-looking statements within the meaning of the federal securities laws, including statements regarding the anticipated timing of the Business Combination and Ouster’s anticipated production capacity. These forward-looking statements generally are identified by the words “believe,” “project,” “expect,” “anticipate,” “estimate,” “intend,” “strategy,” “future,” “opportunity,” “plan,” “may,” “should,” “will,” “would,” “will be,” “will continue,” “will likely result,” and similar expressions. Forward-looking statements are predictions, projections and other statements about future events that are based on current expectations and assumptions and, as a result, are subject to risks and uncertainties. Many factors could cause actual future events to differ materially from the forward-looking statements in this document, including but not limited to: (i) the risk that the Business Combination may not be completed in a timely manner or at all, (ii) the risk that the Business Combination may not be completed by CLA’s business combination deadline and the potential failure to obtain an extension of the business combination deadline if sought by CLA, (iii) the failure to satisfy the conditions to the consummation of the Business Combination, including the adoption of the agreement and plan of merger by the shareholders of CLA and Ouster, the satisfaction of the minimum trust account amount following redemptions by CLA’s public shareholders and the receipt of certain governmental and regulatory approvals, (iv) the lack of a third-party valuation in determining whether or not to pursue the proposed Business Combination, (v) the occurrence of any event, change or other circumstance that could give rise to the termination of the agreement and plan of merger, (vi) the effect of the announcement or pendency of the Business Combination on Ouster’s business relationships, performance and business generally, (vii) the ability to implement business plans, forecasts and other expectations after the completion of the proposed Business Combination and (viii) the risk of downturns in the highly competitive lidar technology and related industries. The foregoing list of factors is not exhaustive. You should carefully consider the foregoing factors and the other risks and uncertainties described in the “Risk Factors” section of CLA’s definitive proxy statement/prospectus discussed above and other documents filed by CLA from time to time with the SEC. These filings identify and address other important risks and uncertainties that could cause actual events and results to differ materially from those contained in the forward-looking statements. Forward-looking statements speak only as of the date they are made. Readers are cautioned not to put undue reliance on forward-looking statements, and Ouster and CLA assume no obligation and do not intend to update or revise these forward-looking statements, whether as a result of new information, future events, or otherwise. Neither Ouster nor CLA gives any assurance that either Ouster or CLA will achieve its expectations.

Erica Bartsch / Nevin Reilly / Alex Kovtun

[email protected]

KEYWORDS: California United States North America

INDUSTRY KEYWORDS: Technology Automotive Engineering Automotive Manufacturing Manufacturing Other Automotive Audio/Video Software Hardware

MEDIA:

Logo
Logo
Posted on

Chevron Announces Agreement to Acquire Noble Midstream Partners

Chevron Announces Agreement to Acquire Noble Midstream Partners

  • Simplifies governance and corporate structure
  • Enables further integration in support of leading DJ & Permian positions
  • Transaction expected to close in 2Q 2021

SAN RAMON, Calif.–(BUSINESS WIRE)–
Chevron Corporation (NYSE: CVX) (“Chevron”) and Noble Midstream Partners, LP (NASDAQ: NBLX) (“Noble Midstream”) announced today that they have entered into a definitive agreement for Chevron to acquire all (33.925 million) of the publicly held common units representing the limited partner interests in Noble Midstream, not already owned by Chevron and its affiliates (the “Common Units”), in an all-stock transaction whereby each outstanding unitholder of Noble Midstream would receive 0.1393 of a share of common stock of Chevron in exchange for each Common Unit owned.

This press release features multimedia. View the full release here: https://www.businesswire.com/news/home/20210305005106/en/

“We believe this buy-in transaction is the best solution for all stakeholders, enabling us to simplify the governance structure and capture value in support of our leading positions in the DJ and Permian basins,” said Colin Parfitt, Vice President of Chevron Midstream and Chairman of the Board of Directors (the “Board”) of the general partner of Noble Midstream Partners LP.

The Conflicts Committee of the Board, comprised entirely of independent directors, after consultation with its independent legal and financial advisors, unanimously approved the merger. Subsequently, the merger was approved by the Board.

The transaction is expected to close in the second quarter of 2021, subject to customary approvals. A subsidiary of Chevron, as the holder of a majority of the outstanding Common Units, has voted its units to approve the transaction.

Advisors

Citi is acting as financial advisor and Latham & Watkins LLP is acting as legal advisor to Chevron. Janney Montgomery Scott is acting as financial advisor and Baker Botts L.L.P. is acting as legal advisor to the Conflicts Committee of the Board.

About Chevron

Chevron Corporation is one of the world’s leading integrated energy companies. Through its subsidiaries that conduct business worldwide, the company is involved in virtually every facet of the energy industry. Chevron explores for, produces and transports crude oil and natural gas; refines, markets and distributes transportation fuels and lubricants; manufactures and sells petrochemicals and additives; generates power; and develops and deploys technologies that enhance business value in every aspect of the company’s operations. Chevron is based in San Ramon, California. More information about Chevron is available at www.chevron.com.

About Noble Midstream

Noble Midstream is a master limited partnership originally formed by Noble Energy, Inc. and majority-owned by Chevron Corporation to own, operate, develop and acquire domestic midstream infrastructure assets. Noble Midstream currently provides crude oil, natural gas, and water-related midstream services and owns equity interests in oil pipelines in the DJ Basin in Colorado and the Delaware Basin in Texas. Noble Midstream strives to be the midstream provider and partner of choice for its safe operations, reliability, and strong relationships while enhancing value for all stakeholders. For more information, please visit www.nblmidstream.com.

As used in this news release, the term “Chevron” and such terms as “the company,” “the corporation,” “our,” “we,” “us” and “its” may refer to Chevron Corporation, one or more of its consolidated subsidiaries, or to all of them taken as a whole. All of these terms are used for convenience only and are not intended as a precise description of any of the separate companies, each of which manages its own affairs.

Please visit Chevron’s website and Investor Relations page at www.chevron.com and www.chevron.com/investors, LinkedIn: www.linkedin.com/company/chevron, Twitter: @Chevron, Facebook: www.facebook.com/chevron, and Instagram: www.instagram.com/chevron, where Chevron often discloses important information about the company, its business, and its results of operations.

CAUTIONARY STATEMENTS RELEVANT TO FORWARD-LOOKING INFORMATION FOR THE PURPOSE OF “SAFE HARBOR” PROVISIONS OF THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995

This news release contains forward-looking statements relating to Chevron’s and Noble Midstream’s operations that are based on their respective management’s current expectations, estimates and projections about the petroleum, chemicals and other energy-related industries. Words or phrases such as “anticipates,” “expects,” “intends,” “plans,” “targets,” “forecasts,” “projects,” “believes,” “seeks,” “schedules,” “estimates,” “positions,” “pursues,” “may,” “could,” “should,” “will,” “budgets,” “outlook,” “trends,” “guidance,” “focus,” “on schedule,” “on track,” “is slated,” “goals,” “objectives,” “strategies,” “opportunities,” “poised,” “potential” and similar expressions are intended to identify such forward-looking statements. These statements are not guarantees of future performance and are subject to certain risks, uncertainties and other factors, many of which are beyond the company’s control and are difficult to predict. Therefore, actual outcomes and results may differ materially from what is expressed or forecasted in such forward-looking statements. The reader should not place undue reliance on these forward-looking statements, which speak only as of the date of this news release. Unless legally required, neither Chevron nor Noble Midstream undertake any obligation to update publicly any forward-looking statements, whether as a result of new information, future events or otherwise.

Among the important factors that could cause actual results to differ materially from those in the forward-looking statements are: statements regarding the expected benefits of the proposed transaction to Chevron and its shareholders and Noble Midstream and its unitholders; the anticipated consummation of the proposed transaction and the timing thereof; changing crude oil and natural gas prices and demand for our products, and production curtailments due to market conditions; crude oil production quotas or other actions that might be imposed by the Organization of Petroleum Exporting Countries and other producing countries; public health crises, such as pandemics (including coronavirus (COVID-19)) and epidemics, and any related government policies and actions; changing economic, regulatory and political environments in the various countries in which the company operates; general domestic and international economic and political conditions; changing refining, marketing and chemicals margins; the company’s ability to realize anticipated cost savings, expenditure reductions and efficiencies associated with enterprise transformation initiatives; actions of competitors or regulators; timing of exploration expenses; timing of crude oil liftings; the competitiveness of alternate-energy sources or product substitutes; technological developments; the results of operations and financial condition of the company’s suppliers, vendors, partners and equity affiliates, particularly during extended periods of low prices for crude oil and natural gas during the COVID-19 pandemic; the inability or failure of the company’s joint-venture partners to fund their share of operations and development activities; the potential failure to achieve expected net production from existing and future crude oil and natural gas development projects; potential delays in the development, construction or start-up of planned projects; the potential disruption or interruption of the company’s operations due to war, accidents, political events, civil unrest, severe weather, cyber threats, terrorist acts, or other natural or human causes beyond the company’s control; the potential liability for remedial actions or assessments under existing or future environmental regulations and litigation; significant operational, investment or product changes required by existing or future environmental statutes and regulations, including international agreements and national or regional legislation and regulatory measures to limit or reduce greenhouse gas emissions; the potential liability resulting from pending or future litigation; the company’s ability to achieve the anticipated benefits from the acquisition of Noble Energy; the company’s future acquisitions or dispositions of assets or shares or the delay or failure of such transactions to close based on required closing conditions; the potential for gains and losses from asset dispositions or impairments; government mandated sales, divestitures, recapitalizations, industry-specific taxes, tariffs, sanctions, changes in fiscal terms or restrictions on scope of company operations; foreign currency movements compared with the U.S. dollar; material reductions in corporate liquidity and access to debt markets; the receipt of required Board authorizations to pay future dividends; the effects of changed accounting rules under generally accepted accounting principles promulgated by rule-setting bodies; Chevron’s ability to identify and mitigate the risks and hazards inherent in operating in the global energy industry; and the factors set forth under the heading “Risk Factors” on pages 18 through 23 of the company’s 2020 Annual Report on Form 10-K and in other subsequent filings with the U.S. Securities and Exchange Commission. Other unpredictable or unknown factors not discussed in this news release could also have material adverse effects on forward-looking statements.

No Offer or Solicitation

This press release is for informational purposes only and shall not constitute an offer to sell or the solicitation of an offer to buy any securities pursuant to the transaction or otherwise, nor shall there be any sale of securities in any jurisdiction in which the offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended.

Additional Information and Where You Can Find It

In connection with the proposed transaction, Chevron will file a registration statement on Form S-4, which will include an information statement of Noble Midstream, with the U.S. Securities and Exchange Commission (“SEC”). INVESTORS AND SECURITYHOLDERS OF CHEVRON AND NOBLE MIDSTREAM ARE ADVISED TO CAREFULLY READ THE REGISTRATION STATEMENT AND INFORMATION STATEMENT, PROSPECTUS, OR OTHER DOCUMENT (INCLUDING ALL AMENDMENTS AND SUPPLEMENTS THERETO) WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE TRANSACTION, THE PARTIES TO THE TRANSACTION AND THE RISKS ASSOCIATED WITH THE TRANSACTION. A definitive information statement will be sent to securityholders of Noble Midstream in connection with any solicitation of proxies or consents of Noble Midstream unitholders relating to the proposed transaction. Investors and securityholders may obtain a free copy of such documents and other relevant documents (if and when available) filed by Chevron or Noble Midstream with the SEC from the SEC’s website at www.sec.gov. Securityholders and other interested parties will also be able to obtain, without charge, a copy of such documents and other relevant documents (if and when available) from Chevron’s website at www.chevron.com under the “Investors” tab under the heading “SEC Filings” or from Noble Midstream’s website at www.nblmidstream.com under the “Investors” tab and the “SEC Filings” sub-tab.

Participants in the Solicitation

Chevron, Noble Midstream and their respective directors, executive officers and certain other members of management may be deemed to be participants in the solicitation of proxies and consents in respect of the transaction. Information about these persons is set forth in Chevron’s proxy statement relating to its 2020 Annual Meeting of Stockholders, which was filed with the SEC on April 7, 2020, and Noble Midstream’s Annual Report on Form 10-K for the year ended December 31, 2020, which was filed with the SEC on February 12, 2021, and subsequent statements of changes in beneficial ownership on file with the SEC. Securityholders and investors may obtain additional information regarding the interests of such persons, which may be different than those of the respective companies’ securityholders generally, by reading the consent solicitation statement prospectus statement, or other relevant documents regarding the transaction (if and when available), which may be filed with the SEC.

Braden Reddall, Chevron, 925-842-2209

Park Carrere, Noble Midstream, 281-872-3208

KEYWORDS: United States North America California

INDUSTRY KEYWORDS: Oil/Gas Energy

MEDIA:

Logo
Logo
Logo
Logo
Posted on

Robotic Assistance Devices Announces Dealer Agreement with St. Moritz Security Services

Robotic Assistance Devices Announces Dealer Agreement with St. Moritz Security Services

HENDERSON, Nev.–(BUSINESS WIRE)–
Artificial Intelligence Technology Solutions, Inc., (OTCPK:AITX), today announced that its wholly-owned subsidiary Robotic Assistance Devices (RAD) has entered into an agreement with St. Moritz Security Services, Inc., one of the ten largest security firms in North America. Through this agreement, St. Moritz broadens its offering to include all of RAD’s autonomous remote security solutions.

“We are thrilled to now be able to offer RAD’s remarkable security solutions to our clients,” said Matthew Schwartz, CEO at St. Moritz. “End-users are looking for cost-effective and innovative alternatives to traditional manned-guarding, and the solutions that RAD offers fit perfectly into our business model,” Schwartz concluded.

St. Moritz achieved over $100 million in annual revenue in 2019, which ranks them as one of the largest American-owned security companies in the U.S. and in the top 2% of all security companies worldwide. St. Moritz has thirty offices nationwide, and covers the entire U.S. and Canada. Their sales pipeline with RAD is already active with up to fifty units, a mix of RAD ROSA and AVA units, expected to close soon. These devices will be deployed at the distribution centers for a nationwide furniture retailer. Additional details will be disclosed in a future announcement.

“It’s a great honor to welcome St. Moritz to the RAD dealer channel,” said Steve Reinharz, President and CEO of RAD. “Their impressive client base and their commitment to delivering excellent service aligns very well with our objectives. We anticipate great opportunities in supporting St. Moritz as we roll out RAD solutions to their end-users.”

Specifics of the agreement were not disclosed, but the company confirmed that the agreement covers all RAD security devices, mobile and stationary, including the popular ROSA and AVA units. These two solutions are experiencing an acceleration in market acceptance due to their low-cost and high-performance in expanding a facility’s security operations.

Robotic Assistance Devices (RAD) is a high-tech start-up that delivers robotics and artificial intelligence-based solutions that empower organizations to gain new insight, solve complex security challenges, and fuel new business ideas at reduced costs. RAD developed its advanced security robot technology from the ground up including circuit board design, and base code development. This allows RAD to have complete control over all of design elements, performance, quality and the user’s experience of all security robots whether SCOT™, ROSA™, Wally™, Wally HSO™, AVA™, or ROAMEO™. Read about how RAD is reinventing the security services industry by downloading the Autonomous Remote Services Industry Manifesto.

CAUTIONARY DISCLOSURE ABOUT FORWARD-LOOKING STATEMENTS

This release contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E the Securities Exchange Act of 1934, as amended and such forward-looking statements are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Statements in this news release other than statements of historical fact are “forward-looking statements” that are based on current expectations and assumptions. Forward-looking statements involve risks and uncertainties that could cause actual results to differ materially from those expressed or implied by the statements, including, but not limited to, the following: the ability of Artificial Intelligence Technology Solutions to provide for its obligations, to provide working capital needs from operating revenues, to obtain additional financing needed for any future acquisitions, to meet competitive challenges and technological changes, to meet business and financial goals including projections and forecasts, and other risks. Artificial Intelligence Technology Solutions undertakes no duty to update any forward-looking statement(s) and/or to confirm the statement(s) to actual results or changes in Artificial Intelligence Technology Solutions expectations.

About Artificial Intelligence Technology Solutions (AITX)

AITX is an innovator in the delivery of artificial intelligence-based solutions that empower organizations to gain new insight, solve complex challenges and fuel new business ideas. Through its next-generation robotic product offerings, AITX’s RAD and RAD-M companies help organizations streamline operations, increase ROI and strengthen business. AITX technology improves the simplicity and economics of patrolling and guard services, and allows experienced personnel to focus on more strategic tasks. Customers augment the capabilities of existing staffs and gain higher levels of situational awareness, all at drastically reduced cost. AITX solutions are well suited for use in multiple industries such as enterprises, government, transportation, critical infrastructure, education and healthcare. To learn more, visit www.aitx.ai and www.roboticassistancedevices.com, or follow Steve Reinharz on Twitter @SteveReinharz.

Investor Relations Contact

The Waypoint Refinery, LLC

845-397-2956

www.thewaypointrefinery.com

Steve Reinharz

949-636-7060

KEYWORDS: United States North America Nevada

INDUSTRY KEYWORDS: Software Technology Hardware Security

MEDIA:

Logo
Logo