Element Reports Resilient Fourth Quarter and 2020 Results, Completes $200+ Million Transformation and Kicks-Off 2021 with Significant Client Wins

Amounts in $CAD unless otherwise noted

  • Q4 adjusted operating income increased $3.1 million quarter-over-quarter to $132.1 million; equivalent to $0.23 on a per share basis and translating to $0.25 of free cash flow per share

  • Full-year 2020 adjusted operating income totaled $501.5 million; equivalent to $0.85 on a per share basis – essentially flat year-over-year in spite of COVID-19

  • Transformation program completed, reaching $208 million of run-rate profit improvements actioned and delivering $133 million of operating income enhancement in 2020

  • Element returned to sub-6.0x tangible leverage in Q4, achieving 5.74x at year-end while repurchasing 762,100 common shares for cancellation in the month of December pursuant to the Company’s normal course issuer bid (NCIB)

  • Subsequent to year-end, Element repurchased aggregate 3,588,500 common shares for cancellation in the months of January and February 2021 pursuant to its NCIB

  • Element’s growth strategy continued to build momentum subsequent to year-end with significant client wins in North America and ANZ

  • Element did not furlough or lay off a single employee in 2020 as a result of the pandemic

TORONTO, March 03, 2021 (GLOBE NEWSWIRE) — Element Fleet Management Corp. (TSX: EFN) (“Element” or the “Company”), the largest pure-play automotive fleet manager in the world, today announced: financial results for the fourth quarter and full year ended December 31, 2020; the completion of its transformation program; achievement of sub-6.0x tangible leverage; common share repurchases pursuant to the Company’s NCIB; and significant client wins so far in 2021.

Element’s market-leading business generated adjusted operating income of $132.1 million or $0.23 per share in Q4, a 2.4% AOI increase quarter-over-quarter. The rise in AOI reflected improvements in net financing revenue and syndication revenue, partially offset by lower servicing income (as expected quarter-over-quarter) and a modest $0.8 million increase in adjusted operating expenses. With revenue growth outpacing expense growth, the adjusted operating margin grew to 53.4%. The Company reported net income of $78.4 million or $0.16 per share for the quarter, a 10.7% improvement over Q3 2020.

“Our resilient fourth quarter results in the face of a continuing pandemic, coupled with our strong finish to Transformation in the quarter, capped an extraordinary and pivotal year for Element and all of our stakeholders,” said Jay Forbes, President and Chief Executive Officer of Element. “Our clients, old and new, our business and our people will enjoy the benefits of Element’s transformed, industry-leading service platform for many years to come. And our investors will benefit from the scalable design of that platform as we profitably grow net revenue 4-6% a year, and – aided by a capital-lighter business model – return the vast majority of the resulting free cash flow to them in the form of growing dividends and share buybacks.”

“This organization has now accomplished everything we set out to do in the Fall of 2018 – and then some,” Mr. Forbes added. “I am incredibly proud of our people, and I am grateful to them, to our investors and to our clients for all of their support during this exhaustive revitalization of our business. With operations successfully transformed, with the balance sheet solidly investment-grade and with no distractions from non-core activities, Element can now devote a singular focus to its pursuit of profitable revenue growth.”

For 2020 as a whole, Element reported adjusted operating income of $501.5 million or $0.85 per share, 2.4% or $0.01 per share lower than for 2019. Annual net revenue declined 3.1% year-over-year due primarily to the impacts of COVID-19 on portions of the Company’s supply chain and client base, and the temporary dislocation of economics in the U.S. syndication market during Q2 2020. Those headwinds to net revenue were partially offset by the contributions to net revenue made by Element’s Transformation program. Transformation was also the primary driver of the $18.6 million or 3.9% year-over-year decline in adjusted operating expenses for 2020. In total, Transformation delivered $133 million of operating income enhancement in 2020. The Company reported net income of $287.1 million or $0.56 per share in 2020 – a $189.4 million improvement driven predominantly by the $260 million impairment on 19th Capital taken in 2019.

Transformation complete

Element completed its 27-month client-centric Transformation on December 31, 2020 having actioned a cumulative $208 million of annual run-rate, pre-tax profit improvements – 38% more than its original $150 million end-goal and 15% more than the Company’s $180 million revised goal.

Over the course of Element’s Transformation, the Company streamlined systems and policies, re-tooled and automated hundreds of business processes, and bolstered its talent roster – all to ensure the delivery of a consistent, superior client experience.

Transformation initiatives delivered $39 million of operating income enhancement in Q4 and $133 million of operating income enhancement in 2020. The remaining $75 million of value will be delivered as the benefits of Transformation are realized in 2021 and beyond.

The Company made $75 million of one-time investments in support of Transformation in 2020, bringing total one-time investments in Transformation over the course of the program to $208 million. With Transformation now complete, no such further costs will be incurred.

Strong financial position

Element reached 5.74x tangible leverage at December 31, 2020, achieving its sub-6.0x end-of-year target.

The Company also further strengthened its financial position in the quarter by winding down its non-recourse funding facility (previously established for Armada1) and strategically right-sizing certain other revolving credit facilities, reducing the Company’s overall cost of capital. Stress tests performed by Element’s global cash management office informed these right-sizing decisions. The Company had contractually committed, undrawn liquidity of $3.0 billion at December 31, 2020 – ample to fund its revenue growth objectives.

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1 “Armada” is the term Element uses to reference one client in particular that the Company does not name due to the client’s desire for confidentiality.

Capital-lighter business model

Element continues to enjoy strong (and growing) demand for its assets with syndication investors, with market dynamics largely back to normal. The Company increased its Q4 syndication revenue by 57% or $8.6 million quarter-over-quarter – to $23.9 million in revenue – on just 3.1% or $19 million more assets syndicated. The bigger driver of the increased revenue was yield, which improved significantly as a consequence of asset mix and strengthened markets. The Company continues to grow and transact with new syndication investors, having syndicated $264 million of volume with a total of 11 first-time buyers over the course of 2020.

Element intends to maintain a significant presence in the syndication market and grow demand for the Company’s assets in 2021 and beyond in support of a capital-lighter business model that enhances return on equity.

Driven for growth

Element comprehensively sized and mapped the U.S. / Canada and Australia / New Zealand (ANZ) markets for fleet management services in 2019, having already performed a similar exercise in Mexico in 2017. Based on (i) the findings of all three studies and (ii) the Company’s success in Mexico since 20172, Element developed its global organic growth strategy.

Despite the challenges of the pandemic, Element Mexico recorded its third straight year of double-digit revenue growth, with net revenue growing 10% year-over-year before FX. In ANZ, Custom Fleet3 launched its growth strategy in early 2020, and – overcoming the headwinds of wildfires and the pandemic – grew its net revenue 6% year-over-year before FX.

Element used the first half of 2020 to accelerate its pivot to growth in the U.S. and Canada, making organizational changes that have better positioned the Company to capture the many opportunities across its markets. This enabled the Company to begin executing its growth strategy in the U.S. and Canada in Q3 2020 – approximately 6 months ahead of schedule.

While COVID-19 limits certain traditional sales practices, Element believes the economic impact of the pandemic has also made the Company’s value proposition even more compelling. Element clients enjoy (i) the benefits of the Company’s economies of scale and insight, allowing clients to significantly reduce fleet operating costs; (ii) ready access to cost-efficient vehicle financing solutions – including, in certain cases, the option of a sizeable cash infusion through a sale-and-leaseback transaction – and (iii) end-to-end, industry-leading fleet services, without the expense of in-house fleet experts or the accompanying administrative burden. Element’s clients outsource their fleets to the Company, making those vehicles and their drivers safer, smarter and more productive while the clients focus on their core business strengths.

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2 At December 31, 2020, Element Mexico had grown assets under management at a trailing 3-year compound annual growth rate of 45%.
3 Element does business as Custom Fleet in Australia and New Zealand.

Q4 2020 and the two months since year-end have provided more tangible examples of the attractiveness of Element’s value proposition to new and existing clients:

Q1 2021 wins

Global

  • In February, Element and its partner-members of the Element Arval Global Alliance were awarded the fleet business of a global energy technology company in the oilfield services industry. This global RFP victory will add vehicles and service units to Element’s roster in all five of the Company’s operating geographies: approximately 3,900 vehicles and 12,000 service units in total. The win has further upside in the potential management of the client’s global trailer, forklift and equipment portfolio. In the U.S. and Canada, this deal represents the combination of (i) a renewal of vehicles already under Element’s management and (ii) the addition of approximately 5 times more vehicles to Element’s roster, all previously managed by another FMC.

U.S. & Canada

  • The owner of one of the largest and most diversified portfolios of energy assets in the U.S. chose Element as their new fleet solutions provider and will transfer responsibility for servicing the client’s 5,500 owned vehicles to Element from another FMC. This win represents approximately 40,000 net new service units for Element – in alignment with the Company’s designs on a capital-lighter business model. Element will provide vehicle acquisition and remarketing services to its new client in addition to maintenance, accident, toll management, telematics and fuel services.

Australia & New Zealand

  • Custom Fleet and Origin Energy Ltd., Australia’s leading energy retailer, are working together to provide Origin’s business customers with a one-stop shop for EV fleet procurement, management and charging, called “Origin 360 EV Fleet”. Custom Fleet will provide Origin’s business customers with fully managed electric fleet vehicles and accompanying services, including reporting and insights to help optimize fleet performance and emissions reduction. These will be bundled with Origin’s charging infrastructure, carbon offsets and energy solutions, taking the complexity out of making the switch to EVs. You can read Origin’s announcement of the Origin 360 EV Fleet initiative here.

Q4 2020 wins

U.S. & Canada

  • Element won the business of a leading automotive aftermarket parts company; the sister company of an existing Element client with 1,400 vehicles under Element’s management. When the aftermarket parts company identified customer service issues with their then-fleet management provider, Element rapidly engaged the requisite stakeholders and offered its superior client service experience (which their sister company was already receiving from Element). By working directly with both companies’ fleet teams, Element won 1,300 vehicles from the aftermarket parts company, and added accident management services to its relationship across the board (now 2,700 vehicles). Finally, the Company obtained a three-year exclusivity agreement to ensure the continuity of the long-term partnership.
  • Element grew its relationship with an acquisitive engineering firm that became a 350-vehicle client in 2019. The client’s fleet grew by 500 vehicles in December 2020 when they completed an acquisition, and Element was awarded management of the entire (now) 850-vehicle fleet on a 3-year contract, supplanting the services of another FMC. Element’s client continues to pursue its aggressive acquisition strategy, which the Company anticipates will add more volume to this long-term relationship.

Mexico

  • Q4 saw the highest quarterly take-up of services in 2020 by Element Mexico clients, with contracts for more than 6,000 service units being initiated. The highlight of the quarter in this regard was the extension of the Company’s maintenance services program to the entire fleet of one of Mexico’s largest telecommunications companies.
  • Element continued to grow its presence in the food and beverage industry, onboarding new clients and being awarded the renewal of one of Latam’s largest dairy companies, with a total fleet potential of 5,500 vehicles in Mexico.
  • Element is also growing its participation in the mobility & transportation industry. The Company began to provide leasing to Mexico’s second largest intercity bus carrier and trucking company – a fleet of 7,000 buses and trucks – and to a Top 10 trucking company, representing 4,000 trucks and trailers.

Australia & New Zealand

  • A leading Japanese-owned beverage company awarded Custom Fleet sole supply of their Australian and New Zealand fleets. This trans-Tasman opportunity was the product of an established, positive relationship with the NZ business (as a member of their previous panel) and has enabled Custom Fleet to provide its full suite of services, ensuring the Company maintains this partnership well into the future.
  • Custom Fleet were chosen as the fleet manager for a large department within the NZ Government sector. This ~700 vehicle sale-leaseback represents the largest new business win for Element’s NZ operations in more than 10 years. By coupling consistency with the Company’s advanced technological capability and unique value proposition, it was able to successfully convert the client’s previously self-managed operation into an exciting new relationship for Custom Fleet.
  • Custom Fleet won exclusive supply of fleet management services for a major department within the Victorian Government. The Company’s overall value proposition, demonstrated technological capability, and existing client relationships are to be attributed for winning this 420-vehicle opportunity, further cementing the Company’s position as a key player in the government sector.

Commitment to “Our People”

The year 2020 was a pivotal one for Element’s workforce as the Company completed Transformation while living through a pandemic. Despite the unprecedented challenges, the Company’s actions reinforced its commitment to its people, resulting in an overall employee engagement score of 86% – up 7 points from 2019.

Element’s commitment to its people throughout 2020 was underpinned by the Company’s duty of care to support the safety and wellness of its entire workforce throughout the pandemic. Following public health directives closely, Element mobilized 97% of its people to work remotely within weeks of the pandemic’s onset while also ensuring essential workers were able to continue their duties on behalf of the Company’s clients in a safe environment.

With everything in place to work safely and productively, Element’s workforce will continue to work largely from home until at least the fall of 2021, with the exception of the Company’s colleagues in Australia and New Zealand.

Strategic priorities and return of capital

Element is focused on its strategic priorities for 2021 and beyond:

  • Aggressively pursue organic growth in all of the Company’s geographies and demonstrate the scalability of Element’s transformed operating platform by magnifying 4-6% annual organic revenue growth into high single-digit to low double-digit annual operating income growth;
  • Advance a capital-lighter business model by increasing service penetration and strategically syndicating fleet assets, which enhances return on equity; and
  • Achieve high single-digit to low double-digit annual free cash flow growth and predictably return excess equity to common shareholders by way of dividends and share buybacks.

As announced in October 2020, Element has begun executing its return of capital plan, including:

  • a 44% increase to the Company’s common dividend, from $0.18 to $0.26 annually per share and reflected in the Q4 2020 dividend paid January 15, 2021;

    • With the increase, Element’s common dividend represents approximately 30% of the Company’s last twelve months’ adjusted earnings per share, which is the mid-point of the 25% to 35% payout range the Company plans to maintain going forward; and

  • the establishment of a NCIB to repurchase up to 10% of Element’s common shares over the ensuing 12 months – the first year of what is envisioned to be a regular, ongoing program by the Company.

    • Element repurchased 762,100 shares in December 2020 and has repurchased a further total of 3,588,500 shares in January and February 2021.

Financial Highlights and Adjusted Operating Results

The following summarizes results from the Company’s operations:

  Three-month periods ended


  Twelve-month periods ended


 
(in $000’s for stated values, except per share amounts) December 31, 2020   September 30, 2020   December 31, 2019   December 31, 2020   December 31, 2019  
  $   $   $   $   $  
           
Net financing revenue 106,455   103,272   100,217   405,687   411,180  
Servicing income, net 116,758   124,734   128,754   481,854   493,345  
Syndication revenue, net 23,886   15,246   27,538   75,552   89,577  
Net revenue 247,099   243,252   256,509   963,093   994,102  
Salaries, wages and benefits 77,518   74,910   78,077   302,757   322,628  
General and administrative expenses 27,166   28,789   29,101   116,336   115,256  
Depreciation and amortization 10,357   10,568   10,945   42,491   42,252  
Adjusted operating expenses

1
115,041   114,267   118,123   461,584   480,136  
Adjusted operating income

1
132,058   128,985   138,386   501,509   513,966  
Provision for taxes applicable to adjusted operating income 23,969   21,927   25,589   87,604   93,835  
Cumulative preferred share dividends 8,103   10,875   11,025   40,820   44,424  
After-tax adjusted operating income attributable to common shareholders

1
99,986   96,183   101,772   373,085   375,707  
           
Weighted average number of shares outstanding [basic] 440,243   437,849   435,774   438,561   434,812  
           
After-tax adjusted operating income per share1 [basic] 0.23   0.22   0.23   0.85   0.86  
           
Net income 78,362   70,778   (116,978 ) 287,092   97,701  
Weighted average number of shares outstanding [basic] 440,243   437,849   435,134   438,561   434,812  
Earnings per share [basic] 0.16   0.14   (0.29 ) 0.56   0.12  
           
Originations 1,386,792   1,279,263   2,225,909   6,003,847   7,851,876  
Assets under management1 15,652,493   16,148,812   16,710,402   15,652,493   16,710,402  
  1. See non-IFRS measures, and the Company’s Management Discussion & Analysis (“MD&A”) for the year ended December 31, 2020 for more information.

Commentary on Quarterly Results

Element’s adjusted operating income (“AOI”) for the quarter was $132.1 million (equivalent to $0.23 on a per share basis), which is a 2.4% or $3.1 million increase over Q3 2020 results and a 4.6% or $6.3 million decrease from Q4 2019.

The quarter-over-quarter AOI improvement was driven by increases in net financing revenue and syndication revenue, offset partially by lower servicing income and slightly higher adjusted operating expenses compared to prior period. Q3 2020 servicing income benefited from one-time accelerated Armada income of $8.8 million. Removing the $8.8 million from the Q3 servicing income total, recurring servicing income showed modest quarter-over-quarter growth in Q4.

The 4.6% year-over-year decline in AOI stemmed from pandemic-related declines in net revenue that were largely offset by lower adjusted operating expenses. All of these results are addressed in more detail below.

Originations

Element originated approximately $1.4 billion of assets in the quarter, an increase of $107.5 million or 8.4% quarter-over-quarter.

U.S. and Canadian originations increased by 4.7% quarter-over-quarter. This growth was, in part, driven by unfilled orders and pent-up demand tracing back to Q2 2020, when certain OEM production facilities experienced closures. Although Q4 2020 origination volumes in the U.S. and Canada do not yet represent a full “catch-up” on origination volumes delayed and deferred by the consequences of COVID-19, the Company is trending in the right direction:

  • Q2 2020 originations in the U.S. and Canada were ~44% lower than in the same quarter of 2019 – excluding Armada volume from both quarterly figures.
  • By comparison, Q4 2020 originations in the U.S. and Canada were only ~10% lower than in Q4 2019 – again, excluding Armada volume from both figures.

ANZ origination volumes increased 4.7% quarter-over-quarter as Custom Fleet continues its swift recovery from the impacts of COVID-19 and wildfires in the region. The Company is also beginning to see the positive impacts of Element’s global growth strategy being executed in ANZ, where its commercial efforts are 6-9 months ahead of those in the U.S. and Canada.

As discussed last quarter, while the economic impact of COVID-19 was more muted in the first half, Mexico – and Element Mexico – experienced setbacks in the third quarter. As expected, originations in Mexico recovered in Q4, increasing 46.7% quarter-over-quarter. On a year-over-year basis, fourth quarter originations were 13.5% higher in 2020, 31.0% on an FX-adjusted basis. Mexico’s relentless, resilient growth also portends well for the impacts of Element’s global growth strategy in all of ANZ, the U.S. and Canada because a key ‘plank’ of the strategy – how to convert self-managed fleets into Element clients – was conceived of and pioneered by Element Mexico.

Importantly, there has been no increase quarter-over-quarter in the number of instances of de-fleeting year-to-date. “De-fleeting” is when a client decides to materially reduce the size of their fleet more or less permanently. The cases of de-fleeting the Company has on record in 2020 remain restricted to specific industries going through down cycles independent of COVID-19 – oil and gas being the prime example – and otherwise a few individual clients paring back on unit counts in response to the economic consequences of COVID-19 on their specific business.

Assets under management

Element’s assets under management (“AUM”) at quarter-end totaled $15.7 billion, down 3.1% or $0.5 billion quarter-over-quarter given lower than normal origination volumes in the Company’s largest market – such originations delayed and deferred by the consequences of COVID-19, and now gradually improving. As set out in the Company’s Supplementary Information document, modest quarter-over-quarter originations growth was offset by the impacts of amortization, dispositions and FX on AUM. On a constant currency basis, AUM was essentially flat quarter-over-quarter.

Servicing income, net

Servicing income declined 6.4% or $8.0 million from Q3 2020 and 9.3% or $12.0 million from Q4 2019. Excluding the $8.8 million one-time accelerated Armada servicing income in Q3 2020, servicing income grew $0.8 million quarter-over-quarter.

The main contributor to the $0.8 million organic servicing income growth was clients’ use of maintenance services, with most other service usage levels relatively flat. Fourth quarter maintenance activity also grew year-over-year, although overall vehicle usage levels remained lower in Q4 2020 relative to Q4 2019, resulting in the 9.3% year-over-year servicing income decline for the quarter.

That said, Element continues to generate relatively stable recurring revenues across the entirety of its portfolio of client services and solutions. Approximately one-third of the Company’s servicing income is subscription-based and therefore less variable, with the balance being driven by clients’ vehicle usage.

Section 8.2 of the Company’s Supplementary Information document (available on Element’s website) provides further datapoints on servicing income contributors in the period.

Net financing revenue

Net financing revenue increased 3.1%, or $3.2 million quarter-over-quarter despite a 2.1% reduction of net earning assets via syndication (in support of deleveraging to maintain Element’s target tangible leverage ratio). The primary driver of the net financing revenue increase is interest expense management: interest expense decreased $4.1 million quarter-over-quarter, more than offsetting the $0.9 million decrease in net interest income and rental revenue (as the Company syndicates leases that earn net interest income).

Net financing revenue increased $6.2 million year-over-year, which represents particularly strong performance given net earning assets decreased by 14% over the same period. The net financing revenue increase is due largely to:

  • Lower cost of funding, as Element substantially reduced liabilities (by $2.4 billion in 2020) and lowered the cost of financing the remaining indebtedness; and
  • Growth in net earning assets in Mexico.

Net financing revenue yield on average net earning assets

Average net earning assets decreased 2.1% or $230 million quarter-over-quarter and 13.8% or $1.7 billion year-over-year as a result of syndication activity and, in the case of the year-over-year decline, the impact of lower originations through 2020 for the reasons discussed above. Earning asset changes are broken down in the Company’s Supplementary Information document.

Net financing revenue yield on average net earning assets improved 75 basis points year-over-year and 20 basis points quarter-over-quarter, reflecting

  • lower levels of debt as Element strengthened the balance sheet,
  • lower cost of funding as Element improved its financing mix,
  • improving price realization, and
  • the shifting mix of assets held on balance sheet.

Syndication revenue, net

The Company syndicated $619 million of assets in Q4, resulting in $23.9 million of syndication revenue and a material contribution to its balance sheet de-leveraging in the quarter.

Syndication revenue grew 57% or $8.6 million quarter-over-quarter in Q4 and declined 13.3% or $3.7 million year-over-year. ‘Yield’ improvement was the most significant driver of the quarter-over-quarter revenue growth, and yield also improved year-over-year for the quarter – albeit on a lower volume of syndicated assets in Q4 2020.

Syndication revenue benefited quarter-over-quarter from an improved rate environment (lowering investor hurdle rates over the course of the quarter) and increasing demand for Element’s assets.

Adjusted operating expenses

Adjusted operating expenses of $115.0 million represent an increase of 0.7% or $0.8 million quarter-over-quarter and a decrease of 2.6% or $3.1 million year-over-year. The decrease over Q4 2019 is primarily driven by Transformation savings on salaries and general and administrative expenses. The Company has exercised diligent cost controls in the COVID-19 environment and continued with planned Transformation initiatives, which include operating expense reduction measures, while the stability, resilience and natural defensiveness of Element’s business model has preserved healthy operating margins (53.4% for Q4 2020 versus 53.9% for Q4 2019).

Commentary on Annual Results

Element’s net revenue declined 3.1% or $31.0 million year-over-year in 2020 due primarily to the impacts of COVID-19 on portions of its client base and the temporary dislocation of economics in the U.S. syndication market. These headwinds to net revenue were partially offset by the contributions to net revenue made by the Company’s Transformation program.

Transformation was also the primary driver of the $18.6 million or 3.9% year-over-year decline in adjusted operating expenses.

Element’s adjusted operating income (“AOI”) for the year ended December 31, 2020 was $501.5 million, amounting to $0.85 on a per share basis; 2.4%, $12.5 million or $0.01 per share less than the $514.0 million of AOI generated for the year ended December 31, 2019.

Originations

Element originated $6.0 billion of assets in 2020 – $1.8 billion or 24% less than in 2019. The primary drivers of the difference were:

  • the tail-off in Armada originations in the second half of 2020 – which was in keeping with the Company’s 2019/2020 Armada fleet launch plan,
  • the impact of OEM production facility and dealership closures and capacity reductions, and thus vehicle availability

    – in ANZ in the first half of 2020, and

    – in the U.S. and Canada beginning in Q2 2020 and continuing to various extents throughout the year;

  • the knock-on impacts of OEM production facility and dealership closures on Element’s clients’ thinking around fleet vehicle replacement; and
  • the impact of the economic consequences of COVID-19 on Element’s clients’ decisions to replace their fleet vehicles.

Notwithstanding all of the foregoing, 2020 originations in Mexico grew by $47 million or 8.4% (18% on an FX-neutral basis) over 2019 volumes, demonstrating the resilience of demand for the Company’s services and opportunity in that region.

Assets under management

Element’s assets under management (“AUM”) at year-end totaled $15.7 billion – down $1.1 billion or 6.3% year-over-year. As set out in the Company’s Supplementary Information document (available on Element’s website), the year-over-year decrease reflects the impacts of lower origination volumes in 2020, plus amortization, dispositions and FX. On a constant currency basis, AUM declined $860 million or 5.2% year-over-year.

Servicing income, net

Element earned $481.9 million of servicing income in 2020, down 2.3% or $11.5 million from 2019. This revenue stream demonstrated resilience throughout the year and in spite of the pandemic’s impact on traffic levels at large. Element’s servicing income – which is driven by the Company’s clients’ vehicle usage – is predictably durable. There are four overarching reasons for its durability:

  • Element’s clients represent a broad spectrum of enterprise- and mid-market-scale businesses, a large number of which continue to operate despite COVID-19. As section 8.1 of the Company’s Supplementary Information document depicts, Element’s U.S. and Canadian clients’ vehicle usage declined notably less by some measures than average vehicle usage in the U.S. from mid-March to the end of December 2020. Element’s clients include frontline service providers and many are essential services. Some clients’ businesses are operating at less than full capacity amid COVID-19 and other clients’ activity levels have increased dramatically. The latter category includes companies such as medical services businesses, telecommunication companies and businesses with online retail presence.
  • All the vehicles Element leases are essential to its clients’ ability to generate and sustain revenue, so the vast majority have been active in some capacity during the pandemic. However, the Company has seen less decline in the activity levels of service fleet vehicles (which make up approximately 80% of Element’s leases) than it has seen in sales fleet vehicles (which make up the other approximately 20% of its leases). Service fleet vehicles are transporting service personnel and equipment to job sites, ferrying assets between locations and delivering products to consumers sheltering-in-place.
  • Not only have service fleet vehicles been more active than sales fleet vehicles amid COVID-19, but service fleets tend to consume more Element services than sales fleets; for instance, approximately 5x the maintenance, 2.5x the accident services and 4.5x the fuel (on average) over any given period.

    Taking the month of April 2020 as an example when Element’s U.S. and Canadian clients’ vehicle usage was at its lowest (see section 8.1 of the Company’s Supplementary Information document) – maintenance, accident services and fuel usage by such clients declined from average levels by materially more among sales fleet than service fleet vehicles:

  Element services consumption declines in the month of April 2020 Maintenance Accident Fuel
  Sales fleet vehicles 58 % 60 % 68 %
  Service fleet vehicles 32 % 49 % 28 %
 
This data – combined with the fact that service fleet vehicles tend to consume more Element services on average than sales fleet vehicles, regardless of COVID-19 – illustrates the strength of service fleet vehicles’ contribution to Element’s servicing income. And service fleets make up approximately 80% of the Company’s leases.

 

  • Approximately one-third of Element’s servicing income is derived from client subscriptions for services, which make predictable contributions to quarterly revenue independent of client vehicle activity.

Section 8.2 of the Company’s Supplementary Information document (available on Element’s website) provides datapoints on servicing income contributors throughout most of 2020.

Net financing revenue

Net financing revenue of $405.7 million in 2020 represents a 1.3% or $5.5 million decline year-over-year.

However, excluding the impacts of the Company’s non-core 19th Capital business on net financing revenue in 2019 (a $5.7 million positive contribution) and Q1 2020 (a $2.0 million net financing revenue loss prior to the sale of 19th Capital), net financing revenue from ‘core’ fleet management services in 2020 increased by $2.2 million.

Further adjusting both years’ results for provisions for credit loss ($2.1 million in 2019 and $11.7 million in 2020), net financing revenue grew $11.8 million or 2.9% year-over-year.

All of the foregoing represents resilient net financing revenue performance, given that net earning assets declined 11% over the course of 2020 as a result of (i) syndication activity and (ii) postponed and delayed originations.

Element also materially optimized its cost of funding in 2020, reducing its interest expense as a percentage of average net earning assets by 88 basis points (from 3.86% in 2019 to 2.98% in 2020) and its average cost of debt by 99 basis points (from 3.78% in 2019 to 2.79% in 2020).

Syndication revenue, net

The Company syndicated $2.8 billion of assets in 2020 – $87 million less than in 2019 – and generated $75.6 million of revenue – $14.0 million less than in 2019. The lower revenue yield on syndicated assets this year was predominantly attributable to the significant tightening of prices (higher hurdle rates) in the second quarter, which recovered in the second half of 2020. Syndication was the major contributor to Element’s significant and successful balance sheet de-leveraging in 2020.

Adjusted operating expenses

Adjusted operating expenses of $461.6 million in 2020 were $18.6 million or 3.9% lower than 2019 – savings driven predominantly by delivery on Transformation initiatives.

Dividends Declared

The Company’s Board of Directors has authorized and declared a quarterly dividend of $0.065 per outstanding common share of Element for the first quarter of 2021. The dividend will be paid on April 15, 2021 to shareholders of record as at the close of business on March 31, 2021.

Element’s Board of Directors also declared the following dividends on Element’s preferred shares:

  Series TSX Ticker Amount Record Date Payment Date  
             
  Series A EFN.PR.A $0.4333125 March 15, 2021 March 31, 2021  
  Series C EFN.PR.C $0.3881300 March 15, 2021 March 31, 2021  
  Series E EFN.PR.E $0.3689380 March 15, 2021 March 31, 2021  
  Series I EFN.PR.I $0.3593750 March 15, 2021 March 31, 2021  

The Company’s common and preferred share dividends are designated to be eligible dividends for purposes of section 89(1) of the Income Tax Act (Canada).

Normal Course Issuer Bid

On November 4, 2020, the TSX approved Element’s notice of intention to commence a NCIB. The NCIB allows the Company to repurchase on the open market (or as otherwise permitted), at the Company’s discretion during the period commenced November 10, 2020 and until the earlier of November 9, 2021 or the completion of purchases under the NCIB, up to 43,929,594 common shares, subject to the normal terms and limitations of such bids, which include the number of common shares purchased in any 12 month period being limited to 10% of the common shares outstanding at the commencement of such period. Under this bid for the year ended December 31, 2020, 762,100 common shares have been repurchased for cancellation, for approximately $10 million including commission, at a volume weighted average price of $13.14 per share. Element applies trade date accounting in determining the date on which the share repurchase is reflected in its consolidated financial statements. Trade date accounting is the date on which management commits the Company to purchase the shares.

CEO LETTER TO SHAREHOLDERS

My fellow shareholders,

When my leadership team and I announced our plan to transform Element in October 2018, our goals were to “meaningfully improve financial performance, strengthen and de-risk the Company’s balance sheet, and position the business for growth.”

With the support of our investors, invaluable input from our clients, and the tremendous work ethic of our people, we have done exactly that.

In just 27 months, we accomplished a client-centric reset of this organization. We made much-needed investments, retooled and automated hundreds of processes, and bolstered our talent roster – all to ensure we deliver a consistent, superior client experience every day. We strengthened our market leading platform, increased client satisfaction and employee engagement, and drove down costs – improving profitability.

We de-leveraged our balance sheet and matured our capital structure. We now have ready access to ample cost-efficient capital to support the growth of our clients’ fleets, and to add new clients to our roster.

Finally, we exited all non-core investments to enable the entirety of Element to focus its energy and resources on growing our core business.

We are done.

With Transformation complete, we entered 2021 with a robust and scalable operating platform, a true investment-grade balance sheet and an undivided focus on our fleet management business.

Yet the completion of Transformation has a less obvious – but no less valuable – benefit: the considerable resources and capabilities that were concentrated on Transformation these last two years are all being redirected at our new strategic priorities:

  1. Aggressively pursue organic growth in all of our geographies, and demonstrate the scalability of Element’s transformed operating platform by magnifying 4-6% annual net revenue growth into high single-digit to low double-digit annual operating income growth;
  2. Advance a capital-lighter business model by increasing service penetration and strategically syndicating fleet assets, which enhances return on equity; and
  3. Achieve high single-digit to low double-digit annual free cash flow growth, and predictably return excess equity to common shareholders by way of growing dividends and share buybacks.

We have chosen “Driven for Growth” as our rallying cry, signaling our new central purpose, the sizeable market opportunity available to us and our cultivated state of readiness. It also embodies the momentum we can feel in our transformed organization. We are not just ready to grow our top line; profitable revenue growth is the primary objective for Element in 2021.

2021 Revenue Growth Plan

We have a multitude of levers available for us to consistently grow Net Revenue 4-6% annually in normal market conditions, including:

  • Growing the more than $10 billion of gross Financing and Service Revenues through
    • enhancing client retention,
    • expanding our service offering to existing clients,
    • improving salesforce effectiveness to capture share and
    • securing new, self-managed fleets as clients;
  • Reducing the more than $9 billion in associated costs of financing and servicing our clients’ fleets, thereby improving gross margins and increasing Net Revenue; and
  • Expanding syndication market demand to transact larger volumes at better spreads.

Further, we would see the periodic addition of “mega” fleets as being additive to the 4-6% range.

While we have successfully established Element as the market leader in every geography in which we operate, we see each region contributing to net revenue growth in different ways and to different extents in 2021.

As carveouts from GE Leasing, Element’s business units in Mexico and Australia and New Zealand (ANZ) had none of the integration issues that plagued Element in the U.S. and Canada. Accordingly, Mexico was able to develop a growth strategy in 2017 – converting self-managed fleets into Element clients and winning business from other fleet management companies (FMCs) – generating a 45% CAGR in assets under management and a 25% CAGR in Net Revenue (both on a constant currency basis) over the ensuing three years.

Our team in ANZ put the best practices from Mexico to work in their markets in early 2020 and, despite the economic challenges created by wildfires and the pandemic, grew their Net Revenue 6% last year.

For 2021, we expect the biggest drivers of net revenue growth in Mexico and ANZ will be:

  • Winning business away from other FMCs on the strength of our service offerings;
  • Better managing client profitability and service penetration; and
  • Converting self-managed fleets, particularly in Mexico where this plank of our growth strategy was pioneered and continues to fuel Element’s success.

In the U.S. andCanada, we have had to limit our growth aspirations to Armada and Syndication given the more pressing demands of integrating and transforming the two large platforms Element acquired: GE Fleet and PHH. With the successful completion of Transformation in sight, and wanting to accelerate our pivot to growth in this region, we undertook a complete overhaul of our Commercial function in the first half of 2020. Eight months later, we like what we see:

  • we have successfully won several large fleet management mandates from our competitors’ clients; and
  • we have secured several self-managed fleet mandates.

That said, the long sales cycle and longer build-out of financed fleets mean that for 2021, we expect the biggest contributors to Net Revenue growth in the U.S. and Canada will be:

  • The delivery of profit improvement from transformation initiatives and 2021 continuous improvement initiatives that reduce the direct costs of servicing and financing our clients’ vehicles;
  • Further improving our client retention levels;
  • Using our transformed industry-leading platform to attract clients away from other FMCs; and
  • Increasing the penetration and utilization of service offerings by our clients, as well as profitability, through a data-driven approach to client account management.

I’m often asked by fellow shareholders whether our revenue guidance (4-6% annual growth in Net Revenue in normal market conditions) applies to 2021 given all the lingering uncertainties regarding the pandemic and the economy.

I trust it is obvious from the aforementioned that I am bullish on the growth prospects for Element, and that this Management team has a clear plan of action to transition our Company from Transformation to growth.

The business has demonstrated great resilience throughout 2020 with the portfolio performing exceptionally well, strong liquidity and ready access to capital. Further, there have been no systemic changes to the business model (including no atypical reductions in fleet sizes).

At the same time,

  • we are still seeing vehicle usage levels down approximately 10% from normal, which could drag on Service Revenues,
  • a weaker U.S. dollar could bring foreign exchange headwinds,
  • demand for used vehicles continues to be at historic highs, fueling gains on sale and
  • we are seeing OEM supply chain disruptions that might delay some originations from the first half of this year to the second half.

While these are not “normal” market conditions per se, we continue to see a path to achieving our 4% to 6% target for Net Revenue growth (and atop our scalable platform, even stronger growth in operating income). Further, we continue to model enhanced returns on equity as we increase services penetration and lighten our capital needs through syndication. And we will continue to return free cash flow to shareholders, through dividends and continuing share buybacks under our NCIB.

Electric vehicles

The growing commitment to ESG – and sustainability in particular – has been a case of ‘great news’ opposite the pandemic.

As the fleet solutions market leader everywhere we operate, Element is strategically well-positioned to support our clients and lead our industry through the gradual electrification of automotive fleets over the next decade, and we are prudently investing to maintain and improve our position.

We have the inside track by virtue of our experience in New Zealand, where roughly 2% of the ~29,000 vehicles we manage are EVs (BEV or PHEV). We manage another 500+ EVs outside of New Zealand – spread across the balance of our global fleet, so roughly 0.05% EV penetration.

Our NZ experience has and continues to afford us a wealth of knowledge and insights. The chief struggle for operators electrifying their fleets is the complexity and duration of the process. EV offerings and production volumes as well as charging infrastructure will fall short of fully satisfying the vast majority of our clients’ fleet needs for at least the next decade, making total conversions of fleets to EVs unattainable for some time. Depending on the type of vehicle and use case, operating cost parity with ICE (internal combustion engine) service fleet vehicles is approximately 2 years away, and capital cost parity an additional 3-5 years off.

The upshot of all the variables is that fleet electrification is a long-term process of ongoing data- and intelligence-gathering and analysis, incremental implementation and persistent change management. Element’s value proposition as the leading provider of outsourced fleet solutions is grounded in (i) data-driven strategies and insights to lower clients’ total cost of fleet operations, and (ii) a consistent, superior client experience (regardless of clients’ changing needs) that eliminates fleet-related administrative burden. With a million vehicles under management, we have the broadest and deepest dataset in the automotive industry, spanning manufacturers and geographies and tens of thousands of use cases. Working with over 5,500 dynamic clients every day, our people are change management experts. The fundamentals of a fleet transition from ICE to battery powered vehicles make Element’s value proposition all the more compelling.

Over time, as EV adoption grows in all our geographies, the attributes that make us the partner of choice for our clients also ensure Element’s place as the market leading electric vehicle fleet manager:

  • I think about the advantages we derive from our unmatched balance sheet strength and liquidity; our powerful OEM and other supplier relationships; our ability to provide strategic consulting to clients throughout the transition; our service partner network – unparalleled in the industry; and our commitment to a consistent, superior client experience; and
  • I think about what this organization has done transforming itself, onboarding a client like Armada at the same time, and successfully navigating the pandemic for our clients and our people. Our culture of agility, client-centricity, collaboration and excellence is second to none.

We could not be happier about the EV trend building momentum right now. Our experience in New Zealand advising and empowering clients on their electrification journey teaches us that doing so is an incomparable opportunity to deepen those relationships, demonstrate the value of outsourced fleet management and grow net revenues and client profitability in the process.

Interest in fleet electrification is growing steadily in North America and Australia, where our clients (and prospects) value Element’s deep expertise on the subject. We are currently working with dozens of clients on use case assessments, pilot programs and transition planning, and we have all the necessary capabilities to seamlessly add EVs to their fleets and manage same today.

That said, given the state of play – vehicle supply, capital cost and charging infrastructure being hindrances – we expect the top and bottom line benefits to Element from fleet electrification to remain modest in the short- and medium-term.

2021

There is still so much we don’t know – that nobody could know – about the months to come as the world continues to grapple with the pandemic, and the logistics and timelines of vaccinating the vast majority of the global populace.

What I do know is that Element is ready to grow when our clients are. More than that, we are driven for growth.

It will be yet another inspiring year for all of us at Element as we consistently deliver for our clients, return significant capital to our shareholders, advance our EV strategy, publish our inaugural ESG report, and continue to create long-lasting value for all of our stakeholders.

Until next quarter,

Jay

Conference Call and Webcast

A conference call to discuss these results will be held on Wednesday, March 3, 2021 at 7:00 p.m. Eastern Time. The conference call and webcast may be accessed as follows:

The webcast will be available on the Company’s website for three months. A taped recording of the conference call may be accessed through April 3, 2021 by dialing 1-800-319-6413 or +1-604-638-9010 and entering the access code 6195.

Non-IFRS Measures

The Company’s unaudited interim condensed consolidated financial statements have been prepared in accordance with International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board (“IASB”) and the accounting policies we adopted in accordance with IFRS.

The Company believes that certain non-IFRS measures can be useful to investors because they provide a means by which investors can evaluate the Company’s underlying key drivers and operating performance of the business, exclusive of certain adjustments and activities that investors may consider to be unrelated to the underlying economic performance of the business of a given period. Throughout this News Release, management used a number of terms and ratios which do not have a standardized meaning under IFRS and are unlikely to be comparable to similar measures presented by other organizations. A full description of these measures can be found in the Management Discussion & Analysis that accompanies the financial statements for the year ended December 31, 2020.

Element’s consolidated financial statements and related management discussion and analysis as at and for the year ended December 31, 2020 have been filed on SEDAR (www.sedar.com).

About Element Fleet Management

Element Fleet Management (TSX: EFN) is the largest pure-play automotive fleet manager in the world, providing the full range of fleet services and solutions to a growing base of loyal, world-class clients – corporates, governments and not-for-profits – across North America, Australia and New Zealand. Element enjoys proven resilient cash flow, a significant proportion of which is returned to shareholders in the form of dividends and share buybacks; a scalable operating platform that magnifies revenue growth into earnings growth; and an evolving capital-lighter business model that enhances return on equity. Element’s services address every aspect of clients’ fleet requirements, from vehicle acquisition and maintenance to accident recovery and remarketing. Clients benefit from Element’s expertise as the largest fleet solutions provider in its markets, offering unmatched economies of scale and insight used to reduce fleet operating costs and improve productivity and performance.

For more information, visit www.elementfleet.com/investors.

This press release includes forward-looking statements regarding Element and its business. Such statements are based on the current expectations and views of future events of Element’s management. In some cases the forward-looking statements can be identified by words or phrases such as “may”, “will”, “expect”, “plan”, “anticipate”, “intend”, “potential”, “estimate”, “believe” or the negative of these terms, or other similar expressions intended to identify forward-looking statements, including, among others, statements regarding Element’s improvements to run-rate profitability; enhancements to clients’ service experience and service levels; enhancement of financial performance; improvements to client retention trends; reduction of operating expenses; increases in efficiency; Element’s dividend policy and the payment of future dividends; transformation of its core business; creation of value for all stakeholders; expectations regarding syndication; growth prospects and expected revenue growth; level of workforce engagement; improvements to magnitude and quality of earnings; executive hiring and retention; focus and discipline in investing; balance sheet management and plans to reduce leverage ratios; anticipated benefits of the balanced scorecard initiative; Element’s proposed share purchases, including the number of common shares to be repurchased, the timing thereof and TSX acceptance of the NCIB and any renewal thereof; and expectations regarding financial performance. No forward-looking statement can be guaranteed. Forward-looking statements and information by their nature are based on assumptions and involve known and unknown risks, uncertainties and other factors which may cause our actual results, performance or achievements, or industry results, to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statement or information. Accordingly, readers should not place undue reliance on any forward-looking statements or information. Such risks and uncertainties include those regarding the ongoing COVID-19 pandemic, risks regarding the fleet management and finance industries, economic factors and many other factors beyond the control of Element. A discussion of the material risks and assumptions associated with this outlook can be found in Element’s annual MD&A, and Annual Information Form for the year ended December 31, 2020, each of which has been filed on SEDAR and can be accessed at www.sedar.com. Except as required by applicable securities laws, forward-looking statements speak only as of the date on which they are made and Element undertakes no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events, or otherwise.



Contact:

Michael Barrett
Vice President, Investor Relations
(416) 646-5698
[email protected]

Lumentum Announces Five and Six Junction VCSEL Array Products For Advanced Consumer, Automotive, and Other 3D Sensing Applications

Latest multi-junction VCSEL arrays raise the bar for performance to meet the challenges of new customer applications

PR Newswire

SAN JOSE, Calif., March 3, 2021 /PRNewswire/ — Lumentum Holdings Inc. (“Lumentum“), a leading provider of VCSEL arrays for 3D sensing and LiDAR applications, today announced new high-power and high-efficiency five and six junction vertical cavity surface-emitting laser (VCSEL) arrays for advanced consumer, automotive LiDAR, and other 3D sensing applications.

The use of LiDAR and 3D sensing is expanding into new applications in the consumer electronics, automotive, and industrial markets. New applications and new functionality are driving the need for higher power and higher efficiency from smaller form factor devices. Lumentum’s innovative five and six junction VCSEL arrays enable much lower power dissipation, very high slope efficiencies, and record-breaking optical peak powers compared with existing devices. Optical powers exceeding 2 W per individual VCSEL emitter have resulted in over 800 W of peak power from a compact one square millimeter sized VCSEL array. The peak optical power, low thermal dissipation, and small die size of these new multi-junction VCSELs arrays are important to extending their use to high performance all-solid-state medium and long-range LiDAR.

“Automotive, consumer, and industrial customers increasingly need higher performance VCSEL arrays to drive increased functionality and adoption of LiDAR and 3D sensing enabled products,” said Dr. André Wong, Vice President of 3D Sensing Product Line Management. “Our latest multi-junction VCSEL arrays continue our long history of pioneering innovative optical solutions in close collaboration with customers. These new products leverage the well proven high-volume, 6-inch wafer supply that we established more than four years ago.”

About the Products

Lumentum’s multi-junction VCSEL arrays emit at 940 nm and 905 nm and are manufactured on the same production lines as current high-volume VCSEL array products serving the consumer electronics market. In addition to these new high-power VCSEL array illuminators, Lumentum also offers a wide variety of optical solutions for 3D sensing, automotive, and LiDAR applications. These include VCSEL solutions for vehicle in-cabin monitoring, high-performance Gallium Arsenide and Indium Phosphide edge-emitting laser chips for 3D sensing and LiDAR, and 1550 nm narrow-linewidth DBR diode lasers for long-range frequency-modulated continuous-wave (FMCW) coherent LiDAR.

To learn more, Lumentum will be showcasing its broad product line of lasers and optics for 3D sensing and LiDAR at the SPIE Photonics West 2021 Digital Forum, March 6-11, 2021, along with giving several technical presentations and participating in industry panel discussions.

About Lumentum

Lumentum (NASDAQ: LITE) is a market-leading designer and manufacturer of innovative optical and photonic products enabling optical networking and laser applications worldwide. Lumentum optical components and subsystems are part of virtually every type of telecom, enterprise, and data center network. Lumentum lasers enable advanced manufacturing techniques and diverse applications including next-generation 3D sensing capabilities. Lumentum is headquartered in San Jose, California with R&D, manufacturing, and sales offices worldwide. For more information, visit www.lumentum.com.

Contact Information:

Investors:
Jim Fanucchi, 408-404-5400; [email protected]

Media:      Sean Ogarrio, 408-546-5405; [email protected]

Cision View original content:http://www.prnewswire.com/news-releases/lumentum-announces-five-and-six-junction-vcsel-array-products-for-advanced-consumer-automotive-and-other-3d-sensing-applications-301240083.html

SOURCE Lumentum

Shore Bancshares, Inc. and Severn Bancorp, Inc. Announce Execution of Merger Agreement Creates 3rd Largest Bank Headquartered in Maryland

Highlights of the Announced Transaction:

– Creates 3rd largest bank headquartered in Maryland

– The combined company will have 29 branch locations, providing increased market opportunities for current Severn products and services

– Enables Shore to continue expanding its Maryland market area by entering the greater Annapolis market, increasing its presence in Maryland by over 50% to $2.3 billion in deposits

– Increased scale provides improved opportunities to enhance efficiencies and leverage investment in technology

– Diversification of revenue for Shore

– Significant EPS accretion for Shore

– Increased liquidity and dividends for Severn shareholders

PR Newswire

EASTON, Md. and ANNAPOLIS, Md., March 3, 2021 /PRNewswire/ — Shore Bancshares, Inc. (NASDAQ: SHBI) ( “Shore”), the holding company of Shore United Bank, and Severn Bancorp, Inc. (NASDAQ: SVBI) (“Severn“), the holding company of Severn Savings Bank, FSB, today announced they have entered into a definitive agreement under which Severn will merge with and into Shore in a stock and cash transaction valued at approximately $146 million (including common stock and stock options), or $11.30 per share of Severn common stock, based on a closing price for Shore’s common stock of $15.64 as of March 2, 2021 and $1.59 per share in cash. Shore expects the transaction to be over 30% accretive to EPS in 2022, based on anticipated cost savings of approximately 35%.

Severn is headquartered in Annapolis, Maryland with $952.6 million in total assets, $679.2 million in gross loans and $806.5 million in total deposits as of December 31, 2020. Severn operates seven banking offices located in Anne Arundel County, Maryland. The transaction will increase Shore’s total assets to approximately $2.9 billion on a pro forma basis as of December 31, 2020.

Lloyd L. “Scott” Beatty, President and Chief Executive Officer of Shore, commented, “The addition of Severn to our organization is very exciting. We will now have a presence in Anne Arundel County which is a wonderful market and fills in a gap in our footprint. The merger also brings new products and talent to our organization.”

“It is an opportunity for Severn to join forces with a larger organization and remain committed to community banking,” said Alan Hyatt, President and Chief Executive Officer of Severn. “We look forward to the opportunities and benefits this combination will bring to our shareholders, in terms of prospects for future earnings growth, immediate dividend pick-up and diversification, as well as to clients, employees and the many communities we serve.”


Transaction Details

Under the terms of the definitive agreement, which was unanimously approved by the Board of Directors of both companies, holders of Severn common stock will have the right to receive 0.6207 shares of Shore common stock and $1.59 in cash for each share of Severn common stock they own. Since the exchange ratio will be fixed at 0.6207, the common stock value of the consideration will float with Shore’s stock price. The cash portion of the consideration will be fixed at $1.59 per share.

Existing Shore shareholders will own approximately 59.6% of the outstanding shares of the combined company and Severn shareholders are expected to own approximately 40.4%. Shore will appoint four Severn directors to the Shore Board, including Mr. Hyatt.  Mr. Beatty will continue as Chief Executive Officer of the combined company and Mr. Hyatt will serve as Chairman of the Board of Directors.

The transaction is expected to close in the third quarter of 2021, subject to satisfaction of customary closing conditions, including regulatory approvals and shareholder approval from Shore and Severn shareholders. Severn directors, executive officers and certain shareholders have entered into agreements with Shore pursuant to which they have committed to vote their shares of Severn common stock in favor of the merger of Severn with and into Shore. Shore directors and executive officers have entered into agreements with Severn pursuant to which they have committed to vote their shares of Shore common stock in favor of the issuance of shares of Shore to Severn shareholders in the merger.  For additional information about the proposed merger of Severn with and into Shore, shareholders are encouraged to carefully read the definitive agreement that will be filed with the Securities and Exchange Commission (“SEC”) today.

Janney Montgomery Scott LLC acted as financial advisor to Shore in the transaction and delivered a fairness opinion to the Board of Directors of Shore. Holland & Knight LLP served as legal counsel to Shore. Piper Sandler & Co. acted as financial advisor to Severn and delivered a fairness opinion to the Board of Directors of Severn. Luse Gorman, PC served as legal counsel to Severn.

A presentation regarding the merger announcement will be filed with the SEC and made available at the SEC’s website, www.sec.gov, or by accessing Shore’s website at www.shorebancshares.com under the “Investor Relations” link and then under the heading “Documents.”


About Shore Bancshares, Inc.

Shore Bancshares, Inc. is the largest independent financial holding company headquartered on the Eastern Shore of Maryland. It is the parent company of Shore United Bank. The Bank operates 22 full-service branches in Baltimore County, Howard County, Kent County, Queen Anne’s County, Talbot County, Caroline County, Dorchester County and Wicomico County in Maryland, Kent County, Delaware and Accomack County, Virginia. The Company engages in trust and wealth management services through Wye Financial Partners, a division of Shore United Bank.


About Severn Bancorp, Inc.

Severn Bancorp, Inc. is a savings and loan holding company chartered as a corporation in the state of Maryland in 1990. It conducts business primarily through three subsidiaries, Severn Savings Bank, FSB, Mid-Maryland Title Company, Inc. and SBI Mortgage Company. Founded in 1946, Severn Savings Bank is a full-service community bank offering a wide array of personal and commercial banking products as well as residential and commercial mortgage lending. It has seven branches located in Annapolis, Crofton, Edgewater, Glen Burnie, Lothian/Wayson’s Corner, and Severna Park.


FORWARD-LOOKING STATEMENTS

This press release contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 regarding the financial condition, results of operations, business plans and the future performance of Shore and Severn. Words such as “anticipates,” “believes,” “estimates,” “expects,” “forecasts,” “intends,” “plans,” “projects,” “could,” “may,” “should,” “will” or other similar words and expressions are intended to identify these forward-looking statements. These forward-looking statements are based on Shore’s and Severn’s current expectations and assumptions regarding Shore’s and Severn’s businesses, the economy, and other future conditions. Because forward-looking statements relate to future results and occurrences, they are subject to inherent uncertainties, risks, and changes in circumstances that are difficult to predict. Any number of risks, uncertainties or other factors such as the COVID 19 pandemic could affect Shore’s or Severn’s future financial results and performance and could cause actual results or performance to differ materially from anticipated results or performance. Such risks and uncertainties include, among others: the occurrence of any event, change or other circumstances that could give rise to the right of one or both of the parties to terminate the definitive agreement and plan of merger between Shore and Severn; the outcome of any legal proceedings that may be instituted against Shore or Severn; delays in completing the transaction; the failure to obtain necessary regulatory approvals (and the risk that such approvals may result in the imposition of conditions that could adversely affect the combined company or the expected benefits of the transaction) or shareholder approvals, or to satisfy any of the other conditions to the transaction on a timely basis or at all; the possibility that the anticipated benefits of the transaction are not realized when expected or at all, including as a result of the impact of, or problems arising from, the integration of the two companies or as a result of the strength of the economy and competitive factors in the areas where Shore and Severn do business; the possibility that the transaction may be more expensive to complete than anticipated, including as a result of unexpected factors or events; diversion of management’s attention from ongoing business operations and opportunities; potential adverse reactions or changes to business or employee relationships, including those resulting from the announcement or completion of the transaction; the ability to complete the transaction and integration of Shore and Severn successfully; and the dilution caused by Shore’s issuance of additional shares of its capital stock in connection with the transaction. Except to the extent required by applicable law or regulation, each of Shore and Severn disclaims any obligation to update such factors or to publicly announce the results of any revisions to any of the forward-looking statements included herein to reflect future events or developments. Further information regarding Shore, Severn and factors which could affect the forward-looking statements contained herein can be found in Shore’s Annual Report on Form 10-K for the fiscal year ended December 31, 2019, its Quarterly Reports on Form 10-Q for the periods ended March 31, 2020, June 30, 2020 and September 30, 2020, and its other filings with the SEC, and in Severn’s Annual Report on Form 10-K for the fiscal year ended December 31, 2019, its Quarterly Reports on Form 10-Q for the periods ended March 31, 2020, June 30, 2020 and September 30, 2020, and its other filings with the SEC. SEC filings are available free of charge on the SEC’s website at www.sec.gov.

Annualized, pro forma, projected and estimated numbers in this document are used for illustrative purposes only, are not forecasts and may not reflect actual results.


Additional Information About the Merger and Where to Find It

This press release does not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval with respect to the proposed transaction.

In connection with the proposed merger transaction, a registration statement on Form S-4 will be filed with the SEC that will include a joint proxy statement of Severn and Shore and a prospectus of Shore, which will be distributed to the shareholders of Severn and Shore in connection with their votes on the merger of Severn with and into Shore and the issuance of Shore common stock in the transaction.  INVESTORS AND SECURITY HOLDERS ARE ENCOURAGED TO READ THE REGISTRATION STATEMENT AND JOINT PROXY STATEMENT/PROSPECTUS WHEN THEY BECOME AVAILABLE (AND ANY OTHER DOCUMENTS FILED WITH THE SEC IN CONNECTION WITH THE TRANSACTION OR INCORPORATED BY REFERENCE INTO THE JOINT PROXY STATEMENT/PROSPECTUS) BECAUSE SUCH DOCUMENTS WILL CONTAIN IMPORTANT INFORMATION REGARDING THE PROPOSED MERGER AND RELATED MATTERS. Investors and security holders will be able to obtain these documents, and any other documents Shore and Severn have filed with the SEC, free of charge at the SEC’s website, www.sec.gov, or by accessing Shore’s website at www.shorebancshares.com under the “Investor Relations” link and then under the heading “Documents,” or by accessing Severn’s website at www.severnbank.com under the “Severn Bank Investors Relation” link and then under the heading “SEC Filings” and “Documents.”  In addition, documents filed with the SEC by Shore or Severn will be available free of charge by (1) writing Shore at 18 East Dover Street, Easton, MD 21601, Attention: Edward C. Allen, or (2) writing Severn at 200 Westgate Circle, Suite 200, Annapolis, MD 21404, Attention: Vance Adkins.


Participants in the Solicitation

The directors, executive officers and certain other members of management and employees of Shore may be deemed to be participants in the solicitation of proxies from the shareholders of Shore in connection with the proposed transaction. Information about Shore’s directors and executive officers is included in the proxy statement for its 2020 annual meeting of Shore’s shareholders, which was filed with the SEC on March 13, 2020.

The directors, executive officers and certain other members of management and employees of Severn may also be deemed to be participants in the solicitation of proxies in connection with the proposed transaction from the shareholders of Severn. Information about the directors and executive officers of Severn is included in the proxy statement for its 2020 annual meeting of Severn shareholders, which was filed with the SEC on April 10, 2020.

Additional information regarding the interests of those participants and other persons who may be deemed participants in the transaction may be obtained by reading the joint proxy statement/prospectus regarding the proposed merger when it becomes available. Free copies of this document may be obtained as described above.

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SOURCE Shore Bancshares, Inc.; Severn Bancorp, Inc.

American Homes 4 Rent to Participate in 2021 Citi Virtual Global Property CEO Conference

PR Newswire

CALABASAS, Calif., March 3, 2021 /PRNewswire/ — American Homes 4 Rent (NYSE: AMH) (the “Company”), a leading provider of high-quality single-family homes for rent, today announced that David Singelyn, Chief Executive Officer, will participate in a roundtable discussion at the 2021 Citi Virtual Global Property CEO Conference on Tuesday, March 9, 2021 at 1:15 p.m. Eastern Time.

A live audio webcast of the presentation will be available on the Company’s website at www.americanhomes4rent.com under the “For Investors” tab. A replay of the webcast will be available through March 23, 2021.


About American Homes 4 Rent

American Homes 4 Rent (NYSE: AMH) is a leader in the single-family home rental industry and “American Homes 4 Rent” is fast becoming a nationally recognized brand for rental homes, known for high-quality, good value and tenant satisfaction. We are an internally managed Maryland real estate investment trust, or REIT, focused on acquiring, developing, renovating, leasing, and operating attractive, single-family homes as rental properties. As of December 31, 2020, we owned 53,584 single-family properties in selected submarkets in 22 states.

Additional information about American Homes 4 Rent is available on our website at www.americanhomes4rent.com.

Contacts:
American Homes 4 Rent
Investor Relations
Anne McGuinness
Phone: (855) 794-2447
Email: [email protected]

American Homes 4 Rent
Media Relations
Megan Grabos
Phone: (805) 413-5088
Email: [email protected]

Cision View original content to download multimedia:http://www.prnewswire.com/news-releases/american-homes-4-rent-to-participate-in-2021-citi-virtual-global-property-ceo-conference-301240071.html

SOURCE American Homes 4 Rent

Trip.com Group Limited Reports Unaudited Fourth Quarter and Full Year of 2020 Financial Results

PR Newswire

SHANGHAI, March 3, 2021 /PRNewswire/ — Trip.com Group Limited (Nasdaq: TCOM) (“Trip.com Group” or the “Company”), a leading provider of online travel and related services, including accommodation reservation, transportation ticketing, packaged-tour and in-destination services, corporate travel management, and other travel-related services, today announced its unaudited financial results for the fourth quarter and full year ended December 31, 2020.

Key Highlights for the Fourth Quarter and Full Year of 2020

  • The Company’s China domestic business continues to show strong recovery momentum
    China domestic air ticketing business maintained positive year-over-year revenue growth in the fourth quarter of 2020.
    China domestic hotel GMV maintained positive growth, with mid-to-high end domestic hotel reservations reaching double digit year-over-year growth in the fourth quarter of 2020.
  • The Company’s results for the fourth quarter of 2020 reflected negative impacts by the COVID-19 pandemic.
    — Net revenue for the fourth quarter of 2020 was RMB5.0 billion (US$761 million), representing a 40% decrease from the same period in 2019. The further narrowed decline reflects a continued recovery of China domestic business, offset by the decrease of international business.
    — Loss from operations for the fourth quarter of 2020 was RMB16 million (US$2 million). Excluding share-based compensation charges, non-GAAP income from operations was RMB495 million (US$77 million) in the fourth quarter of 2020, representing 10% of net revenue.

“2020 was a challenging year. However, it also made us fundamentally stronger than ever before” said James Liang, Executive Chairman. “During the past year, we continued to innovate our products, improve service offerings, and strengthen our collaborations with partners, which led to further market share gains across our product lines. In the near term, we will focus on the domestic market in terms of supply chain, product innovation, content capabilities, quality and technology; while at the same time, we remain ambitious with a global vision to drive our sustainable growth post pandemic.”

“We delivered another solid performance in the fourth quarter, despite facing industry fluctuations and weak winter seasonality” said Jane Sun, Chief Executive Officer. “We are glad to see that our domestic business continued to outpace the industry in the fourth quarter and entering into 2021. Thanks to our efficiency improvement and stringent cost control, we were able to achieve 2% non-GAAP operating profit margin for full year of 2020. The strong recovery of China domestic market demonstrates the resilience of the travel industry. We are well prepared to take on additional share when international travel opens up as well.”

Fourth Quarter and Full Year of 2020 Financial Results and Business Updates

The Company’s results for the fourth quarter of 2020 were negatively impacted by the COVID-19 pandemic. However, benefiting from the containment of pandemic in China, the Company’s domestic business has shown a strong recovery, which has contributed to substantially all of its total revenue.

For the fourth quarter of 2020, Trip.com Group reported net revenue of RMB5.0 billion (US$761 million), representing a 40% decrease from the same period in 2019. Net revenue for the fourth quarter of 2020 decreased by 9% from the previous quarter, primarily due to seasonality.

For the full year ended December 31, 2020, net revenue was RMB18.3 billion (US$2.8 billion), representing a 49% decrease from 2019.

Accommodation reservation revenue for the fourth quarter of 2020 was RMB2.2 billion (US$344 million), representing a 24% decrease from the same period in 2019, and a 9% decrease from the previous quarter, primarily due to seasonality.

For the full year ended December 31, 2020, accommodation reservation revenue was RMB7.1 billion (US$1.1 billion), representing a 47% decrease from 2019. The accommodation reservation revenue accounted for 39% of the total revenue in 2020 and 38% of the total revenue in 2019.

Transportation ticketing revenue for the fourth quarter of 2020 was RMB1.7 billion (US$260 million), representing a 51% decrease from the same period in 2019. Transportation ticketing revenue decreased by 11% from the previous quarter, primarily due to seasonality.

For the full year ended December 31, 2020, transportation ticketing revenue was RMB7.1 billion (US$1.1 billion), representing a 49% decrease from 2019. The transportation ticketing revenue accounted for 39% of the total revenue in 2020 and 2019.

Packaged-tour revenue for the fourth quarter of 2020 was RMB262 million (US$40 million), representing a 67% decrease from the same period in 2019, and a 20% decrease from the previous quarter.

For the full year ended December 31, 2020, packaged-tour revenue was RMB1.2 billion (US$190 million), representing a 73% decrease from 2019. The packaged-tour revenue accounted for 7% of the total revenue in 2020 and 13% of the total revenue in 2019.

Corporate travel revenue for the fourth quarter of 2020 was RMB307 million (US$47 million), representing a 17% decrease from the same period in 2019. Corporate travel revenue for the fourth quarter of 2020 increased by 9% from the previous quarter.

For the full year ended December 31, 2020, corporate travel revenue was RMB877 million (US$135 million), representing a 30% decrease from 2019. The corporate travel revenue accounted for 5% of the total revenue in 2020 and 4% of the total revenue in 2019.

Gross margin was 82% for the fourth quarter of 2020, which increased from 79% for the same period in 2019 and 81% for the previous quarter.

For the full year ended December 31, 2020, gross margin was 78%, compared to 79% in 2019.

Product development expenses for the fourth quarter of 2020 decreased by 20% to RMB2.2 billion (US$331 million) from the same period in 2019 and increased by 8% from the previous quarter, primarily due to the fluctuations in expenses related to product development personnel. Product development expenses for the fourth quarter of 2020 accounted for 44% of the net revenue. Excluding share-based compensation charges, non-GAAP product development expenses for the fourth quarter of 2020 accounted for 38% of the net revenue, which increased from 29% for the same period of 2019 and 32% for the previous quarter.

For the full year ended December 31, 2020, product development expenses decreased by 28% to RMB7.7 billion (US$1.2 billion) from 2019 and accounted for 42% of the net revenue. Excluding share-based compensation charges, non-GAAP product development expenses accounted for 37% of the net revenue, which increased from 27% in 2019.

Sales and marketing expenses for the fourth quarter of 2020 decreased by 50% to RMB1.2 billion (US$189 million) from the same period in 2019, primarily due to the decrease in expenses relating to sales and marketing promotion activities. Sales and marketing expenses increased by 9% from the previous quarter. Sales and marketing expenses for the fourth quarter of 2020 accounted for 25% of the net revenue. Excluding share-based compensation charges, non-GAAP sales and marketing expenses for the fourth quarter of 2020 accounted for 24% of the net revenue, which decreased from 29% in the same period in 2019 and increased from 20% in the previous quarter.

For the full year ended December 31, 2020, sales and marketing expenses decreased by 53% to RMB4.4 billion (US$675 million) from 2019 and accounted for 24% of the net revenue. Excluding share-based compensation charges, non-GAAP sales and marketing expenses accounted for 23% of the net revenue, which decreased from 26% in 2019.

General and administrative expenses for the fourth quarter of 2020 decreased by 20% to RMB676 million (US$104 million) from the same period in 2019 and increased by 34% from the previous quarter, primarily due to the fluctuations in general and administrative personnel related expenses and the allowance for credit losses. General and administrative expenses for the fourth quarter of 2020 accounted for 14% of the net revenue. Excluding share-based compensation charges, non-GAAP general and administrative expenses accounted for 9% of the net revenue, which increased from 8% for the same period in 2019 and 5% for the previous quarter.

For the full year ended December 31, 2020, general and administrative expenses increased by 11% to RMB3.6 billion (US$557 million) from 2019 and accounted for 20% of the net revenue. Excluding share-based compensation charges, non-GAAP general and administrative expenses accounted for 16% of the net revenue, which increased from 7% in 2019.

Loss from operations for the fourth quarter of 2020 was RMB16 million (US$2 million), compared to the income of RMB580 million in the same period in 2019 and RMB790 million in the previous quarter. Excluding share-based compensation charges, non-GAAP income from operations was RMB495 million (US$77 million), compared to RMB1.0 billion in the same period in 2019 and RMB1.3 billion in the previous quarter.

For the full year ended December 31, 2020, loss from operations was RMB1.4 billion (US$218 million), compared to income of RMB5.0 billion in 2019. Excluding share-based compensation charges, non-GAAP income from operations was RMB450 million (US$69 million), compared to RMB6.8 billion in 2019.

Operating margin was 0% for the fourth quarter of 2020, compared to 7% in the same period in 2019, and 14% in the previous quarter. Excluding share-based compensation charges, non-GAAP operating margin was 10%, compared to 12% in the same period in 2019 and 24% in the previous quarter.

For the full year ended December 31, 2020, operating margin was -8%, compared to 14% in 2019. Excluding share-based compensation charges, non-GAAP operating margin was 2%, compared to 19% in 2019.

Income tax expense for the fourth quarter of 2020 was RMB163 million (US$25 million), compared to RMB364 million in the same period of 2019 and RMB245 million in the previous quarter. The change in our effective tax rate was primarily due to change in the non-taxable income of the fair value changes in equity securities investments and exchangeable senior notes.

For the full year ended December 31, 2020, income tax expense was RMB355 million (US$54 million), compared to RMB1.7 billion in 2019.

Net income attributable to Trip.com Group’s shareholders for the fourth quarter of 2020 was RMB1.0 billion (US$155 million), compared to net income attributable to Trip.com Group’s shareholders of RMB2.0 billion in the same period in 2019 and RMB1.6 billion in the previous quarter. Excluding share-based compensation charges and fair value changes of equity securities investments and exchangeable senior notes, non-GAAP net income attributable to Trip.com Group’s shareholders was RMB1.1 billion (US$165 million), compared to RMB1.2 billion in the same period in 2019 and RMB1.4 billion in the previous quarter.

For the full year ended December 31, 2020, net loss attributable to Trip.com Group’s shareholders was RMB3.2 billion (US$497 million), compared to net income attributable to Trip.com Group’s shareholders of RMB7.0 billion in 2019. Excluding share-based compensation charges and fair value changes of equity securities investments and exchangeable senior notes, non-GAAP net loss attributable to Trip.com Group’s shareholders was RMB913 million (US$139 million), compared to non-GAAP net income attributable to Trip.com Group’s shareholders of RMB6.5 billion in 2019.

Diluted earnings per ADS were RMB1.65 (US$0.25) for the fourth quarter of 2020. Excluding share-based compensation charges and fair value changes of equity securities investments and exchangeable senior notes, non-GAAP diluted earnings per ADS were RMB1.75 (US$0.27) for the fourth quarter of 2020.

For the full year ended December 31, 2020, diluted losses per ADS were RMB5.40 (US$0.83). Excluding share-based compensation charges and fair value changes of equity securities investments and exchangeable senior notes, non-GAAP diluted losses per ADS were RMB1.52 (US$0.23).

As of December 31, 2020, the balance of cash and cash equivalents, restricted cash, short-term investment, held to maturity time deposit and financial products was RMB59.6 billion (US$9.1 billion).


Conference Call

Trip.com Group’s management team will host a conference call at 7:00PM U.S. Eastern Time on March 3, 2021 (or 8:00AM on March 4, 2021 in the Shanghai/Hong Kong Time) following the announcement.

The conference call will be available on Webcast live and replay at: https://investors.trip.com. The call will be archived for twelve months at this website.

All participants must pre-register to join this conference call using the Participant Registration link below:
https://s1.c-conf.com/diamondpass/10012794-k38dyw.html

Upon registration, each participant will receive details for this conference call, including dial-in numbers, passcode and a unique access PIN. To join the conference, please dial the number provided, enter the passcode followed by your PIN, and you will join the conference instantly.

A telephone replay of the call will be available after the conclusion of the conference call until March 11, 2021.

The dial-in details for the replay:
International dial-in number: +61-7-3107-6325
Passcode: 10012794

Safe Harbor Statement

This announcement contains forward-looking statements. These statements are made under the “safe harbor” provisions of the U.S. Private Securities Litigation Reform Act of 1995. These forward-looking statements can be identified by terminology such as “may,” “will,” “expect,” “anticipate,” “future,” “intend,” “plan,” “believe,” “estimate,” “is/are likely to,” “confident” or other similar statements. Among other things, quotations from management and the Business Outlook section in this press release, as well as Trip.com Group’s strategic and operational plans, contain forward-looking statements. Forward-looking statements involve inherent risks and uncertainties. A number of important factors could cause actual results to differ materially from those contained in any forward-looking statement. Potential risks and uncertainties include, but are not limited to, severe or prolonged downturn in the global or Chinese economy, general declines or disruptions in the travel industry, volatility in the trading price of Trip.com Group’s ADSs, Trip.com Group’s reliance on its relationships and contractual arrangements with travel suppliers and strategic alliances, failure to compete against new and existing competitors, failure to successfully manage current growth and potential future growth, risks associated with any strategic investments or acquisitions, seasonality in the travel industry in the relevant jurisdictions where Trip.com Group operates, failure to successfully develop Trip.com Group’s existing or future business lines, damage to or failure of Trip.com Group’s infrastructure and technology, loss of services of Trip.com Group’s key executives, adverse changes in economic and political policies of the PRC government, inflation in China, risks and uncertainties associated with PRC laws and regulations with respect to the ownership structure of Trip.com Group’s affiliated Chinese entities and the contractual arrangements among Trip.com Group, its affiliated Chinese entities and their shareholders, and other risks outlined in Trip.com Group’s filings with the U.S. Securities and Exchange Commission. All information provided in this press release and in the attachments is as of the date of the issuance, and Trip.com Group does not undertake any obligation to update any forward-looking statement, except as required under applicable law.

About Non-GAAP Financial Measures

To supplement Trip.com Group’s unaudited condensed consolidated financial statements presented in accordance with United States Generally Accepted Accounting Principles (“GAAP”), Trip.com Group uses Non-GAAP financial information related to product development expenses, sales and marketing expenses, general and administrative expenses, income from operations, operating margin, net income attributable to Trip.com Group’s shareholders, and diluted earnings per ordinary share and per ADS, each of which (except for net commission earned) is adjusted from the most comparable GAAP result to exclude the share-based compensation charges recorded under ASC 718, “Compensation-Stock Compensation” and its share-based compensation charges are not tax deductible, and fair value changes of equity securities investments and exchangeable senior notes, net of tax, recorded under ASU 2016-1. Trip.com Group’s management believes the Non-GAAP financial measures facilitate better understanding of operating results from quarter to quarter and provide management with a better capability to plan and forecast future periods.

Non-GAAP information is not prepared in accordance with GAAP and may be different from Non-GAAP methods of accounting and reporting used by other companies. The presentation of this additional information should not be considered a substitute for GAAP results. A limitation of using Non-GAAP financial measures is that Non-GAAP measures exclude share-based compensation charges and fair value changes of equity securities investments and exchangeable senior notes that have been and will continue to be significant recurring expenses in Trip.com Group’s business for the foreseeable future.

Reconciliations of Trip.com Group’s Non-GAAP financial data to the most comparable GAAP data included in the consolidated statement of operations are included at the end of this press release.

About Trip.com Group Limited

Trip.com Group Limited (Nasdaq: TCOM) is a leading one-stop travel service provider consisting of Trip.com, Ctrip, Skyscanner, and Qunar. Across its platforms, Trip.com Group enables local partners and travelers around the world to make informed and cost-effective bookings for travel products and services, through aggregation of comprehensive travel-related information and resources, and an advanced transaction platform consisting of mobile apps, Internet websites, and 24/7 customer service centers. Founded in 1999 and listed on Nasdaq in 2003, Trip.com Group has become one of the largest travel companies in the world in terms of gross merchandise value.

 

 

 


Trip.com Group Limited


Unaudited Consolidated Balance Sheets


(In millions, except share and per share data)


December 31, 2019


December 31, 2020


December 31, 2020


RMB (million)


RMB (million)


USD (million)


ASSETS


Current assets:

Cash, cash equivalents and restricted cash

21,747

19,415

2,975

Short-term investments

23,058

24,820

3,804

Accounts receivable, net 

7,661

4,119

631

Prepayments and other current assets 

15,489

9,657

1,480


Total current assets


67,955


58,011


8,890

Property, equipment and software

6,135

5,780

886

Intangible assets and land use rights

13,264

13,344

2,046

Right-of-use asset

1,207

987

151


Investments (Includes held to maturity time deposit and
financial products of RMB15,056
million and RMB15,357
million as of December 31,2019 and 2020, respectively)

51,278

47,943

7,348

Goodwill

58,308

59,353

9,096

Other long-term assets

1,046

436

67

Deferred tax asset

976

1,395

214


Total assets


200,169


187,249


28,698


LIABILITIES


Current liabilities:

Short-term debt and current portion of long-term debt

30,516

33,665

5,159

Accounts payable

12,294

4,506

691

Advances from customers

11,675

7,605

1,166

Other current liabilities

14,697

12,593

1,929


Total current liabilities


69,182


58,369


8,945

Deferred tax liability

3,592

3,574

548

Long-term debt

19,537

22,718

3,482

Long-term lease liability

749

618

95

Other long-term liabilities

264

403

62


Total liabilities


93,324


85,682


13,132


MEZZANINE EQUITY

Redeemable non-controlling interests 

1,142


SHAREHOLDERS’ EQUITY


Total Trip.com Group Limited shareholders’ equity


103,442


100,354


15,380

Non-controlling interests

2,261

1,213

186


Total shareholders’ equity


105,703


101,567


15,566


Total liabilities, mezzanine equity and shareholders’
equity


200,169


187,249


28,698

 

 


Trip.com Group Limited


Unaudited Consolidated Statements of Comprehensive Income


(In millions, except share and per share data)


Quarter Ended


Quarter Ended


Quarter Ended


Quarter Ended


December 31, 2019


September  30, 2020


December 31, 2020


December 31, 2020


RMB (million)


RMB (million)


RMB (million)


USD (million)


Revenue:

Accommodation reservation 

2,968

2,479

2,244

344

Transportation ticketing 

3,470

1,904

1,699

260

Packaged-tour 

800

326

262

40

Corporate travel

373

282

307

47

Others

732

473

454

70


Total revenue


8,343


5,464


4,966


761

Less: Sales tax and surcharges

(8)

(2)

(2)

(0)


Net revenue


8,335


5,462


4,964


761


Cost of revenue

(1,728)

(1,029)

(910)

(139)


Gross profit


6,607


4,433


4,054


622


Operating expenses:

Product development **

(2,694)

(2,008)

(2,162)

(331)

Sales and marketing **

(2,487)

(1,130)

(1,232)

(189)

General and administrative **

(846)

(505)

(676)

(104)


Total operating expenses


(6,027)


(3,643)


(4,070)


(624)


Income/(loss) from operations


580


790


(16)


(2)

Interest income 

536

642

429

66

Interest expense

(387)

(430)

(377)

(58)

Other income *

1,775

1,019

769

118


Income before income tax expense and equity in
income of affiliates


2,504


2,021


805


124

Income tax expense  *

(364)

(245)

(163)

(25)

Equity in (loss)/income of affiliates

(147)

(195)

318

49


Net income


1,993


1,581


960


148

Net loss/(income) attributable to non-controlling interests

38

(3)

44

7

Accretion to redemption value of redeemable non-
controlling interests

(23)


Net income attributable to Trip.com Group
Limited


2,008


1,578


1,004


155


Comprehensive income attributable to Trip.com
Group Limited

2,188

1,618

1,471

225

Earnings per ordinary share

– Basic

27.03

21.05

13.32

2.04

– Diluted

25.82

20.86

13.20

2.02

Earnings per ADS 

– Basic

3.38

2.63

1.67

0.26

– Diluted

3.23

2.61

1.65

0.25

Weighted average ordinary shares outstanding

– Basic

74,261,842

75,084,894

75,371,104

75,371,104

– Diluted

80,426,008

77,482,061

76,141,989

76,141,989

– Diluted-non GAAP

77,664,621

75,656,223

76,141,989

76,141,989

** Share-based compensation included in Operating expenses above is as follows:

  Product development 

240

272

260

40

  Sales and marketing 

38

45

43

7

  General and administrative 

165

214

208

32

* Fair value changes of equity securities investments and exchangeable senior notes included in Net income is as follow:

Fair value income of equity securities investments
and exchangeable senior notes, net of tax

(1,265)

(710)

(452)

(69)

The fair value income of RMB452 million in the quarter ended December 31, 2020 represents an equity securities investments fair value income of RMB543 million, net of tax of RMB-
45 million, and the exchangeable senior notes fair value loss of RMB136 million.

 

 

 


Trip.com Group Limited


Reconciliation of  GAAP and Non-GAAP Results


(In millions, except % and per share data)


Quarter Ended December 31, 2020


GAAP  Result


% of Net
Revenue


Non-GAAP
Adjustment


% of Net
Revenue


Non-GAAP
Result


% of Net
Revenue


Share-based compensation included in Operating expense is as follows:

Product development 

(2,162)

-44%

260

5%

(1,902)

-38%

Sales and marketing 

(1,232)

-25%

43

1%

(1,189)

-24%

General and administrative 

(676)

-14%

208

4%

(468)

-9%

Total operating expenses

(4,070)

-82%

511

10%

(3,559)

-72%

(Loss)/Income from operations


(16)

0%

511

10%

495

10%

Fair value changes of equity securities investments and
exchangeable senior notes, net of tax benefit of RMB45 million

452


9%

(452)

-9%



Net income attributable to Trip.com Group’s shareholders

1,004

20%

59

1%

1,063

21%

Diluted earnings per ordinary share (RMB)

13.20

0.77

13.97

Diluted earnings per ADS (RMB)

1.65

0.10

1.75

Diluted earnings per ADS (USD)

0.25

0.02

0.27


Quarter Ended September 30, 2020


GAAP  Result


% of Net
Revenue


Non-GAAP
Adjustment


% of Net
Revenue


Non-GAAP
Result


% of Net
Revenue


Share-based compensation included in Operating expense is as follows:

Product development 

(2,008)

-37%

272

5%

(1,736)

-32%

Sales and marketing 

(1,130)

-21%

45

1%

(1,085)

-20%

General and administrative 

(505)

-9%

214

4%

(291)

-5%

Total operating expenses

(3,643)

-67%

531

10%

(3,112)

-57%

Income from operations

790

14%

531

10%

1,321

24%

Fair value changes of equity securities investments and
exchangeable senior notes, net of tax expense of RMB75 million

710

13%

(710)

-13%



Net income attributable to Trip.com Group’s shareholders

1,578

29%

(179)

-3%

1,399

26%

Diluted earnings per ordinary share (RMB)

20.86

(2.30)

18.56

Diluted earnings per ADS (RMB)

2.61

(0.29)

2.32

Diluted earnings per ADS (USD)

0.38

(0.04)

0.34


Quarter Ended December 31, 2019


GAAP  Result


% of Net
Revenue


Non-GAAP
Adjustment


% of Net
Revenue


Non-GAAP
Result


% of Net
Revenue


Share-based compensation included in Operating expense is as follows:

Product development 

(2,694)

-32%

240

3%

(2,454)

-29%

Sales and marketing 

(2,487)

-30%

38

0%

(2,449)

-29%

General and administrative 

(846)

-10%

165

2%

(681)

-8%

Total operating expenses

(6,027)

-72%

443

5%

(5,584)

-67%

Income from operations

580

7%

443

5%

1,023

12%

Fair value changes of equity securities investments, net of tax
expense of RMB62 million

1,265

15%

(1,265)

-15%



Net income attributable to Trip.com Group’s shareholders

2,008

24%

(822)

-10%

1,186

14%

Diluted earnings per ordinary share (RMB)

25.82

(10.31)

15.51

Diluted earnings per ADS (RMB)

3.23

(1.29)

1.94

Diluted earnings per ADS (USD)

0.46

(0.19)

0.28

Notes for all the condensed consolidated financial schedules presented:

Note 1: The conversion of Renminbi (RMB) into U.S. dollars (USD) is based on the certified exchange rate of USD1.00=RMB6.5250 on December 31, 2020 published
by the Federal Reserve Board.

 

 

 


Trip.com Group Limited


Unaudited Consolidated Statements of Comprehensive Income


(In millions, except share and per share data)


Year Ended


 Year Ended 


 Year Ended 


 December 31, 2019 


 December 31, 2020 


 December 31, 2020 


RMB (million)


 RMB (million) 


 USD (million) 


Revenue:

Accommodation reservation 

13,514

7,132

1,093

Transportation ticketing 

13,952

7,146

1,095

Packaged-tour 

4,534

1,241

190

Corporate travel

1,255

877

135

Others

2,461

1,931

296


Total revenue


35,716


18,327


2,809

Less: Sales tax and surcharges

(50)

(11)

(2)


Net revenue


35,666


18,316


2,807


Cost of revenue

(7,372)

(4,031)

(618)


Gross profit


28,294


14,285


2,189


Operating expenses:

Product development **

(10,670)

(7,667)

(1,175)

Sales and marketing **

(9,295)

(4,405)

(675)

General and administrative **

(3,289)

(3,636)

(557)


Total operating expenses


(23,254)


(15,708)


(2,407)


Income/(loss) from operations


5,040


(1,423)


(218)

Interest income 

2,094

2,187

335

Interest expense

(1,677)

(1,716)

(263)

Other income/(expense)  *

3,630

(273)

(42)


Income/(loss) before income tax expense and equity in
income of affiliates


9,087


(1,225)


(188)

Income tax expense  *

(1,742)

(355)

(54)

Equity in loss of affiliates

(347)

(1,689)

(259)


Net income/(loss)


6,998


(3,269)


(501)

Net loss attributable to non-controlling interests

57

62

10

Accretion to redemption value of redeemable non-controlling
interests

(44)

(40)

(6)


Net income/(loss) attributable to Trip.com Group Limited


7,011


(3,247)


(497)


Comprehensive income/(loss) attributable to Trip.com
Group Limited

6,988

(3,350)

(513)

Earnings/(losses) per ordinary share

– Basic

98.78

(43.21)

(6.62)

– Diluted

92.02

(43.21)

(6.62)

Earnings/(losses) per ADS 

– Basic

12.35

(5.40)

(0.83)

– Diluted

11.50

(5.40)

(0.83)

Weighted average ordinary shares outstanding

– Basic

70,983,996

75,111,026

75,111,026

– Diluted

80,244,014

75,111,026

75,111,026

– Diluted-non GAAP

80,244,014

75,111,026

75,111,026

** Share-based compensation included in Operating expenses above is as follows:

  Product development 

919

964

148

  Sales and marketing 

144

159

24

  General and administrative 

651

750

115

* Fair value changes of equity securities investments and exchangeable senior notes included in Net income/(loss) is as follow:

Fair value (income)/loss of equity securities investments
and exchangeable senior notes, net of tax

(2,198)

461

71

The fair value loss of RMB461 million by the year ended December 31, 2020 represents an equity securities investments fair value income of RMB407 million,
net of tax of RMB-151 million, and the exchangeable senior notes fair value loss of RMB1.0 billion.

 

 


Trip.com Group Limited


Unaudited Consolidated Statements of Comprehensive Income


(In millions, except share and per share data)


Year Ended December 31, 2020


GAAP  Result


% of Net
Revenues


Non-GAAP
Adjustment


% of Net
Revenues


Non-GAAP Result


% of Net
Revenues

Product development 

(7,667)

-42%

964

5%

(6,703)

-37%

Sales and marketing 

(4,405)

-24%

159

1%

(4,246)

-23%

General and administrative 

(3,636)

-20%

750

4%

(2,886)

-16%

Total operating expenses

(15,708)

-86%

1,873

10%

(13,835)

-76%

(Loss)/income from operations

(1,423)

-8%

1,873

10%

450

2%

Fair value changes of equity securities investments and
exchangeable senior notes, net of tax benefit of RMB151 million

(461)

-3%

461

3%

Net loss attributable to Trip.com Group’s shareholders

(3,247)

-18%

2,334

13%

(913)

-5%

Diluted losses per ordinary share (RMB)

(43.21)

31.07

(12.14)

Diluted losses per ADS (RMB)

(5.40)

3.88

(1.52)

Diluted losses per ADS (USD)

(0.83)

0.59

(0.23)


Year Ended December 31, 2019


GAAP  Result


% of Net
Revenues


Non-GAAP
Adjustment


% of Net
Revenues


Non-GAAP Result


% of Net
Revenues

Product development 

(10,670)

-30%

919

3%

(9,751)

-27%

Sales and marketing 

(9,295)

-26%

144

0%

(9,151)

-26%

General and administrative 

(3,289)

-9%

651

2%

(2,638)

-7%

Total operating expenses

(23,254)

-65%

1,714

5%

(21,540)

-60%

Income from operations

5,040

14%

1,714

5%

6,754

19%

Fair value changes of equity securities investments, net of tax
expense of RMB136 million

2,198

6%

(2,198)

-6%

Net income attributable to Trip.com Group’s shareholders

7,011

20%

(484)

-1%

6,527

18%

Diluted earnings per ordinary share (RMB)

92.02

(6.03)

85.99

Diluted earnings per ADS (RMB)

11.50

(0.75)

10.75

Diluted earnings per ADS (USD)

1.65

(0.11)

1.54

Notes for all the condensed consolidated financial schedules presented:

Note 1: The conversion of Renminbi (RMB) into U.S. dollars (USD) is based on the certified exchange rate of USD1.00=RMB6.5250 on December 31, 2020 published by the
Federal Reserve Board.

 

 

Cision View original content:http://www.prnewswire.com/news-releases/tripcom-group-limited-reports-unaudited-fourth-quarter-and-full-year-of-2020-financial-results-301239681.html

SOURCE Trip.com Group Limited

Ouster Signs Over 20 Strategic Customer Agreements in 8 Months

Ouster Signs Over 20 Strategic Customer Agreements in 8 Months

Ouster’s multi-year contracts represent a potential for over $325M in revenue opportunity through 2025

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, today announced that it has signed over 20 multi-year strategic customer agreements (SCAs) across its key market verticals since August 2020, representing a potential for over $325 million in revenue opportunity through 2025.

“We believe the number and variety of SCAs we’ve entered in the last several months is a testament to the benefits of our technology and the broad diversification of our customer base across multiple industry verticals. The sales opportunity these contracts represent speaks for itself, as does our customers’ willingness to deepen ties with Ouster as their projects move to the next stage,” said Ouster CEO Angus Pacala.

Of the SCAs signed in the last 8 months, over half have been signed in 2021. These SCAs establish a multi-year purchase and supply framework for Ouster and the customer and include details about the customer programs and applications where the Ouster products will be used. They also include multi-year non-binding customer forecasts giving Ouster visibility on the customer’s long-term purchasing requirements, mutually agreed upon pricing for specific Ouster products over the duration of the agreement, and in some cases include multi-year binding purchasing commitments. For customers that provided less than a five year forecast, no additional revenue opportunity beyond the term of the customer’s forecast has been included.

“We’re encouraged by the increased demand for Ouster’s sensors since we announced our proposed business combination in the fourth quarter,” said Ouster CFO Anna Brunelle. “The TAM for our digital lidar extends far beyond the automotive sector, and our new customer agreements that have product applications across each of our four markets: industrial automation, smart infrastructure, robotics, and automotive, are proof of our diversified market fit.”

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 Colonnade Acquisition Corp.

CLA is a special purpose acquisition company incorporated for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses. Colonnade consummated its initial public offering on the NYSE in August 2020. For more information, please visit claacq.com.

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, revenue opportunities relating to Ouster’s recent SCAs, the products and services offered by Ouster and the markets in which it operates. 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.

For Ouster

Erica Bartsch / Nevin Reilly / Alex Kovtun

[email protected]

KEYWORDS: United States North America California

INDUSTRY KEYWORDS: Engineering Automotive Manufacturing Technology Manufacturing Nanotechnology Other Manufacturing

MEDIA:

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The Hackett Group Announces the Appointment of Maria A. Bofill to the Board of Directors

The Hackett Group Announces the Appointment of Maria A. Bofill to the Board of Directors

MIAMI–(BUSINESS WIRE)–
The Hackett Group, Inc. (NASDAQ: HCKT), a global intellectual property-based strategic consultancy and leading enterprise benchmarking and best practices digital transformation firm, today announced that on February 18, 2021, its Board of Directors appointed Maria A. Bofill as an independent director. She will also serve on the Board’s Audit, Compensation and Corporate Governance and Nominating Committees. With the election of Ms. Bofill, the size of the Board is set at seven directors, five of whom are independent.

Ms. Bofill is a seasoned executive, having served in senior strategic finance and operational roles for public and privately held multinational companies. She currently serves as the Director of Business Development for TTG Talent Solutions, a boutique talent acquisition and placement firm. From June 2016 to September 2019, Ms. Bofill served as the Chief Financial Officer for Fyffes North America, Inc. From May 2008 to June 2016, she served as the Director of Finance and Administration and Treasurer of Fresh Quest, Inc. From October 2005 to May 2008, Ms. Bofill served as the Managing Principal of Octavian, Inc. From January 1988 to October 2005, she served as the Vice President of Finance and Administration for the North America Region of Fresh Del Monte Produce.

“We are pleased to welcome Maria as a new independent director to the Hackett Board,” stated Ted A. Fernandez, Chairman & CEO of The Hackett Group, Inc. “She joins Hackett at an exciting time as we rebuild momentum that was delayed by the impact of the COVID-19 pandemic and continue to execute our growth strategy founded on our world class intellectual property. The addition of Maria not only satisfies the commitment we made to our shareholders to address gender diversity, but also complements our Board of Directors’ skills and experiences. We are confident she will provide valuable perspectives as we continue to execute our strategy and enhance value for all Hackett shareholders. We look forward to her contributions.”

The Board of Directors has determined that Ms. Bofill is independent and meets the applicable independence requirements of the Nasdaq Stock Market and the Company’s corporate governance guidelines.

About The Hackett Group

The Hackett Group (NASDAQ: HCKT) is an intellectual property-based strategic consultancy and leading enterprise benchmarking and best practices digital transformation firm to global companies, with offerings that include cloud ERP, EPM and analytics implementation. Services include business transformation, enterprise analytics and global business services. The Hackett Group also provides dedicated expertise in business strategy, operations, finance, human capital management, strategic sourcing, procurement and information technology, including its distinguished Oracle, SAP, Coupa and OneStream practices.

The Hackett Group has completed nearly 20,000 benchmarking studies with major corporations and government agencies, including 93% of the Dow Jones Industrials, 91% of the Fortune 100, 80% of the DAX 30 and 55% of the FTSE 100. These studies drive The Hackett’s Group’s Digital Transformation Platform which includes the firm’s benchmarking metrics, best practices repository and best practice configuration guides and process flows, which enable The Hackett Group’s clients and partners to achieve digital world-class performance.

More information on The Hackett Group is available at: www.thehackettgroup.com, [email protected], or by calling (770) 225-3600.

This press release contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 and involve known and unknown risks, uncertainties and other factors that may cause The Hackett Group’s actual results, performance or achievements to be materially different from the results, performance or achievements expressed or implied by the forward-looking statements. Factors that impact such forward-looking statements include, among others, the impact of the coronavirus pandemic, including the duration and severity of the pandemic, the economic impact of the pandemic and the timing of an economic recovery, our ability to manage our business and capital resources through the pandemic, the ability of our products, services, or offerings mentioned in this release to deliver the desired effect, our ability to retain existing business, our ability to attract additional business, our ability to effectively market and sell our product offerings and other services, including those referenced above, the timing of projects and the potential for contract cancellations by our customers, especially given that our clients are also impacted by the coronavirus pandemic, changes in expectations regarding the business consulting and information technology industries, our ability to attract and retain skilled employees, possible changes in collections of accounts receivable due to the bankruptcy or financial difficulties of our customers, risks of competition, price and margin trends, foreign currency fluctuations, the impact of Brexit on our business, changes in general economic conditions and interest rates, our ability to mitigate the impact of the recent decline in our European operations, our ability to obtain debt financing through additional borrowings under our existing credit facility as well as other risks detailed in our Annual Report on Form 10-K for the most recent fiscal year and our Quarterly Report on Form 10-Q for the third fiscal quarter of fiscal 2020, each as filed with the Securities and Exchange Commission. We undertake no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.

Robert A. Ramirez, CFO, 305-375-8005 or [email protected]

 

KEYWORDS: United States North America Florida

INDUSTRY KEYWORDS: Professional Services Data Management Technology Software Consulting Internet

MEDIA:

The Onex Group Completes Secondary Offering of JELD-WEN

All amounts
in U.S. dollars 
unless otherwise stated

TORONTO, March 03, 2021 (GLOBE NEWSWIRE) — Onex Corporation (“Onex”) (TSX: ONEX) today announced Onex Partners III (the “Fund”) and certain co-investors, including Onex (the “Onex Group”), have completed the sale of 8 million shares of JELD-WEN Holding, Inc. (“JELD-WEN”) (NYSE: JELD) common stock at a price of $28.61 per share. JELD-WEN is one of the world’s largest door and window manufacturers.

Gross proceeds to the Onex Group will be approximately $229 million, of which Onex’ share will be approximately $57 million as a Limited Partner in the Fund and as a co-investor.  The Onex Group will continue to hold approximately 24.9 million shares of JELD-WEN for an economic interest of approximately 25%, of which Onex’ share will be approximately 6.2 million shares for an approximately 6% economic interest.

On March 1, 2021, a registration statement including a prospectus, (File No. 333- 253702) was filed with the U.S. Securities and Exchange Commission (the “SEC”) relating to these securities, which registration statement became effective upon such filing was declared effective by the Securities and Exchange Commission. Copies of these documents are available free of charge by visiting the SEC’s EDGAR service on the SEC website at www.sec.gov. This press release shall not constitute an offer to sell or a solicitation of an offer to buy these securities, nor shall there be any sale of these securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.


About Onex


Founded in 1984, Onex manages and invests capital on behalf of its shareholders, institutional investors and high net worth clients from around the world. Onex’ platforms include: Onex Partners, private equity funds focused on mid- to large-cap opportunities in North America and Western Europe; ONCAP, private equity funds focused on middle market and smaller opportunities in North America; Onex Credit, which manages primarily non-investment grade debt through tradeable, private and opportunistic credit strategies; and Gluskin Sheff’s wealth management services including its actively managed public equity and public credit funds. In total, as of December 31, 2020, Onex has approximately $44 billion of assets under management, of which approximately $6.8 billion is its own investing capital. With offices in Toronto, New York, New Jersey, Boston and London, Onex and its experienced management teams are collectively the largest investors across Onex’ platforms.

The Onex Partners and ONCAP businesses have assets of $40 billion, generate annual revenues of $22 billion and employ approximately 147,000 people worldwide. Onex shares trade on the Toronto Stock Exchange under the stock symbol ONEX. For more information on Onex, visit its website at www.onex.com. Onex’ security filings can also be accessed at www.sedar.com.

Forward-Looking Statements

This press release may contain, without limitation, statements concerning possible or assumed future operations, performance or results preceded by, followed by or that include words such as “believes”, “expects”, “potential”, “anticipates”, “estimates”, “intends”, “plans” and words of similar connotation, which would constitute forward-looking statements. Forward-looking statements are not guarantees. The reader should not place undue reliance on forward-looking statements and information because they involve significant and diverse risks and uncertainties that may cause actual operations, performance or results to be materially different from those indicated in these forward-looking statements. Except as may be required by Canadian securities law, Onex is under no obligation to update any forward-looking statements contained herein should material facts change due to new information, future events or other factors. These cautionary statements expressly qualify all forward-looking statements in this press release.

For Further Information:

Jill Homenuk
Managing Director – Shareholder Relations and Communications
Tel: +1 416.362.7711

 



fuboTV Secures Market Access Agreements for Forthcoming fubo Sportsbook in Indiana, New Jersey Through Caesars Entertainment Inc.

fuboTV Secures Market Access Agreements for Forthcoming fubo Sportsbook in Indiana, New Jersey Through Caesars Entertainment Inc.

Live TV Streaming Platform Now Has Deals in 3 Markets

NEW YORK–(BUSINESS WIRE)–
fuboTV Inc. (NYSE: FUBO), the leading sports-first live TV streaming platform, today announced it has secured market access agreements for its forthcoming fubo Sportsbook in Indiana and New Jersey through Caesars Entertainment Inc.

The agreements will bring fubo Sportsbook to a minimum of three states at launch following fuboTV’s previously announced market access agreement in Iowa through Casino Queen. fubo Sportsbook is expected to launch in the fourth quarter of this year, subject to obtaining requisite regulatory approvals in each jurisdiction.

“We could not be more excited to bring fubo Sportsbook to market in the fourth quarter, and today’s market access licenses for Indiana and New Jersey will help us reach even more consumers at launch,” said David Gandler, co-founder and CEO, fuboTV.

Yesterday, fuboTV announced it closed its strongest fourth quarter and year in its history, topping $100 million in quarterly revenue for the first time ($105.1 million actual). fuboTV ended 2020 with 547,880 paid subscribers, including 92,800 net subscriber additions in the fourth quarter. The company also announced further progress on fubo Sportsbook including agreements with Major League Baseball and the National Basketball Association to become an Authorized Gaming Operator of each league. For more information, read fuboTV’s shareholder letter available on the company’s IR site.

About fuboTV

fuboTV (NYSE: FUBO) is the leading sports-first live TV streaming platform offering subscribers access to tens of thousands of live sporting events annually as well as leading news and entertainment content. With fuboTV, subscribers can stream a broad mix of 100+ live TV channels, including 42 of the top 50 Nielsen-ranked networks across sports, news and entertainment – more than any other live TV streaming platform (source: Nielsen Total Viewers, 2020). Continually innovating to give subscribers a premium viewing experience they can’t find with cable TV, fuboTV is regularly first-to-market with new product features and was the first virtual MVPD to stream in 4K. fuboTV was also the first U.S. virtual MVPD to enter Europe with the 2018 launch of fuboTV España. fuboTV launched fubo Sports Network, the live, free-to-consumer TV network featuring live sports and award-winning original programming, in 2019.

Forward-Looking Statements

This letter contains forward-looking statements of fuboTV Inc. (“fuboTV”) that involve substantial risks and uncertainties. All statements contained in this press release are forward-looking statements within the meaning of The Private Securities Litigation Reform Act of 1995. The words “could,” “will,” “plan,” “intend,” “anticipate,” “approximate,” “expect,” “potential,” or the negative of these terms or other similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words. Actual results or events could differ materially from the plans, intentions and expectations disclosed in the forward-looking statements that fuboTV makes due to a number of important factors, including (i) risks related to the ability to realize the anticipated benefits of the Balto and Vigtory acquisitions, (ii) risks related to the company’s access to capital and fundraising prospects to fund its ongoing operations, (iii) risks related to diverting management’s attention from fuboTV’s ongoing business operations to address integration and fundraising efforts, (iv) risks related to our ability to capitalize successfully on market trends and develop and market a sports wagering offering, and (v) other business effects, including the effects of industry, market, economic, political or regulatory conditions, future exchange and interest rates, and changes in tax and other laws, regulations, rates and policies, including the impact of COVID-19 on the broader market. Further risks that could cause actual results to differ materially from those matters expressed in or implied by such forward-looking statements are discussed in the company’s periodic filings with the Securities and Exchange Commission and we encourage you to read such risks in detail. The forward-looking statements in this press release represent fuboTV’s views as of the date of this press release. fuboTV anticipates that subsequent events and developments will cause its views to change. However, while it may elect to update these forward-looking statements at some point in the future, it specifically disclaims any obligation to do so. You should, therefore, not rely on these forward-looking statements as representing fuboTV’s views as of any date subsequent to the date of this letter.

Investor:

The Blueshirt Group for fuboTV

[email protected]

Media:

Jennifer L. Press, fuboTV

[email protected]

Katie Minogue, fuboTV

[email protected]

KEYWORDS: United States North America Indiana New York New Jersey

INDUSTRY KEYWORDS: Sports TV and Radio General Sports Technology Online Mobile Entertainment General Entertainment Entertainment Telecommunications Audio/Video Internet

MEDIA:

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Bragar Eagel & Squire, P.C. Reminds Investors That Class Action Lawsuits Have Been Filed Against 9F, AstraZeneca, iRhythm Technologies, and Tyson Foods and Encourages Investors to Contact the Firm

NEW YORK, March 03, 2021 (GLOBE NEWSWIRE) — Bragar Eagel & Squire, P.C., a nationally recognized shareholder rights law firm, reminds investors that class actions have been commenced on behalf of stockholders of 9F, Inc. (NASDAQ: JFU), AstraZeneca PLC (NASDAQ: AZN), iRhythm Technologies, Inc. (NASDAQ: IRTC), and Tyson Foods, Inc. (NYSE: TSN). Stockholders have until the deadlines below to petition the court to serve as lead plaintiff. Additional information about each case can be found at the link provided.

9F, Inc. (NASDAQ: JFU)

Class Period: Securities purchased pursuant and/or traceable to the Company’s initial public offering conducted on or about August 14, 2019 (the “IPO” or “Offering”); or between August 14, 2019 and September 29, 2020 (the “Class Period”)

Lead Plaintiff Deadline: March 22, 2021

In August 2019, defendants held the IPO, selling approximately 8.9 million American depositary shares (“ADSs”) to the investing public at $9.50 per ADS, pursuant to the Registration Statement

By the commencement of this action, the Company’s shares trade significantly below the IPO price.

The complaint, filed on January 20, 2021, alleges that the materials supporting the Offering, and defendants throughout the Class Period, made false and/or misleading statements and/or failed to disclose that: (1) the purported value and benefits of the Company’s financial institution partners and its tri-party cooperation business model did not in fact exist and/or were materially overstated, given that 9F and Property and Casualty Company Limited (“PICC”) had been engaged in an ongoing contractual dispute regarding payment of service fees under the Cooperation Agreement; (2) the collectability of service fees owed to 9F by PICC under the Cooperation Agreement was in doubt and at serious risk of non-payment; (3) there was a significant risk that PICC would no longer provide credit insurance and guarantee protection to investors and institutional funding partners; (4) as a result of the foregoing, the Company’s platform, business model, reputation and financial results had been materially impaired; and (5) as a result, defendants’ statements about the Company’s business, operations, and prospects were materially false and misleading and/or lacked a reasonable basis at all relevant times. When the true details entered the market, the lawsuit claims that investors suffered damages.

For more information on the 9F class action go to: https://bespc.com/cases/JFU

AstraZeneca PLC (NASDAQ: AZN)

Class Period: May 21, 2020 to November 20, 2020

Lead Plaintiff Deadline: March 29, 2021

AstraZeneca is one of the largest biopharmaceutical companies in the world and was one of the early front-runners in the race to develop a COVID-19 vaccine. In April 2020, the Company partnered with Oxford University to develop a potential recombinant adenovirus vaccine for the virus, later dubbed AZD1222.

On November 23, 2020, AstraZeneca issued a release announcing the results of an interim analysis of its ongoing trial for AZD1222. The announcement immediately began to raise questions among analysts and industry experts. AstraZeneca disclosed that the interim analysis involved two smaller scale trials in disparate locales (the United Kingdom and Brazil) that, for unexplained reasons, employed two different dosing regimens. One clinical trial provided patients a half dose of AZD1222 followed by a full dose, while the other trial provided two full doses. Counterintuitively, AstraZeneca claimed that the half dosing regimen was substantially more effective at preventing COVID-19 at 90% efficacy than the full dosing regimen, which had achieved just 62% efficacy.

In the days that followed, additional revelations were made regarding problems with AstraZeneca’s AZD1222 clinical trials. For example, the differing dosing regimens were revealed to be due to a manufacturing error rather than trial design. Also, the half-strength dose had not been tested in people over the age of 55 – despite the fact that this population was the most vulnerable to COVID-19. Moreover, certain trial participants received their second dose later than originally planned. U.S. regulators stated that if AstraZeneca could not clearly explain the discrepancies in its trial results, the results would most likely not be sufficient for approval for commercial sale in the United States.

As negative news reports continued to reveal previously undisclosed problems and flaws in AstraZeneca’s clinical trials for AZD1222, the price of AstraZeneca ADSs fell to $52.60 by market close on November 25, 2020, a 5% decline over three trading days in response to adverse news.

The complaint, filed on July 26, 2021, alleges that defendants misrepresented facts regarding the Company’s ongoing AZD1222 clinical trials and concealed problems that had arisen in the trials, including a dosing error which had been discovered early on by the Company but not disclosed to investors.

For more information on the AstraZeneca class action go to: https://bespc.com/cases/AZN

iRhythm Technologies, Inc. (NASDAQ: IRTC)

Class Period: August 4, 2020 to January 28, 2021

Lead Plaintiff Deadline: April 2, 2021

iRhythm offers a portfolio of ambulatory cardiac monitoring services on its platform, called the Zio service. iRhythm receives revenue for its Zio service primarily from third-party payors, which include commercial payors and government agencies, such as the U.S. Centers for Medicare and Medicaid Services (“CMS”). Reimbursement from the CMS and other third-party payors is therefore critical to the Company’s business.

On January 29, 2021, Medicare Administrative Contractor Novitas Solutions published actual reimbursement rates under the CMS’ 2021 Medicare Physician Fee Schedule. A Baird analyst commented that these rates were “way lower than” the former codes, citing one example where iRhythm was previously reimbursed around $311, but was now receiving just $42.68.

On this news, the price of iRhythm common stock closed at $168.42, down approximately 33% from its January 28, 2021 close of $251.00. The 33% drop represents a one-day loss in market capitalization of approximately $2.4 billion.

The complaint, filed on February 1, 2021, alleges that throughout the Class Period and in violation of the Exchange Act, defendants made materially false and/or misleading statements, as well as failed to disclose material adverse facts to investors. Specifically, defendants misrepresented and/or failed to disclose to investors that: (1) iRhythm’s business would suffer as a result of the CMS’ rulemaking; (2) reimbursement rates would in fact plummet; (3) a lack of national pricing in the CMS rule and fee schedule would cause uncertainty and weakness in the Company’s business; and (4) as a result of the foregoing, defendants’ public statements were materially false and misleading at all relevant times.

For more information on the iRhythm class action go to: https://bespc.com/cases/IRTC

Tyson Foods, Inc. (NYSE: TSN)

Class Period: March 13, 2020 to December 15, 2020

Lead Plaintiff Deadline: April 5, 2021

On December 15, 2020, New York City Comptroller Scott M. Stringer (“Comptroller Stringer”) called on the SEC to open an investigation into Tyson. In his letter to the SEC, Comptroller Stringer described Tyson’s various failures to carry out its stated coronavirus protection policies.

On this news, the price of Tyson shares fell $1.78 per share, or 2.5%, to close at $68.25 per share on December 15, 2020.

The complaint, filed on February 2, 2021, alleges that defendants throughout the Class Period made false and/or misleading statements and/or failed to disclose that: (1) Tyson knew, or should have known, that the highly contagious coronavirus was spreading throughout the globe; (2) Tyson did not in fact have sufficient safety protocols to protect its employees in its facilities; (3) as a result, Tyson employees contracted and spread the coronavirus within the facilities; (4) as a result of the foregoing, Tyson would face negative impact to its production, including complete shutdowns of certain facilities; (5) due to the failure to protect its employees, Tyson would suffer financial harm related to its lowered production; and (6) as a result, defendants’ public statements were materially false and/or misleading at all relevant times. When the true details entered the market, the lawsuit claims that investors suffered damages.

For more information on the Tyson class action go to: https://bespc.com/cases/TSN

About Bragar Eagel & Squire, P.C.:

Bragar Eagel & Squire, P.C. is a nationally recognized law firm with offices in New York, California, and South Carolina. The firm represents individual and institutional investors in commercial, securities, derivative, and other complex litigation in state and federal courts across the country. For more information about the firm, please visit www.bespc.com. Attorney advertising. Prior results do not guarantee similar outcomes.

Contact Information:

Bragar Eagel & Squire, P.C.
Brandon Walker, Esq.
Melissa Fortunato, Esq.
Marion Passmore, Esq.
(212) 355-4648
[email protected]
www.bespc.com