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Cubic Board Accepts Revised Acquisition Proposal from Veritas Capital and Evergreen Coast Capital at $75.00 Per Share

All-Cash Transaction Valued at Approximately $3.0 Billion, Including Assumption of Debt

Cubic Enters Into Amendment to its Previously Announced Definitive Merger Agreement with Affiliates of Veritas Capital

SAN DIEGO–(BUSINESS WIRE)–
Cubic Corporation (NYSE: CUB) (“Cubic” or the “Company”) today announced that it has accepted a proposal from Veritas Capital (“Veritas”) and Evergreen Coast Capital Corporation (“Evergreen”), an affiliate of Elliott Investment Management L.P. (“Elliott”), to increase the price per share of their pending acquisition of Cubic to $75.00 per share in cash. The Company has accepted this proposal and entered into an amendment (the “Amendment”) to its previously announced definitive merger agreement with affiliates of Veritas (the “Merger Agreement” and, as amended, the “Amended Agreement”) to acquire the Company.

Under the terms of the Amended Agreement, Cubic shareholders will receive $75.00 in cash for each share of Cubic’s common stock, representing a premium of approximately 69% to Cubic’s unaffected closing stock price on September 18, 2020, the last trading day before the Company’s disclosure of third-party interest in potentially acquiring Cubic. The all-cash transaction will be valued at approximately $3.0 billion, including the assumption of debt.

Cubic’s Board of Directors (the “Board”) gave due consideration to the revised proposal it received from Singapore Technologies Engineering Ltd (SGX: S63; Bloomberg-STE: SP) (“ST Engineering”) to acquire the Company for $78.00 per share (the “ST Engineering Proposal”). In making its decision, the Board carefully assessed the relative benefits and risks of the proposals from both Veritas and Evergreen and ST Engineering. The Board determined that, based on the superior certainty and anticipated timing of closing the existing transaction with Veritas and Evergreen, the revised proposal from Veritas and Evergreen was in the best interests of all Cubic’s shareholders.

In connection with this determination, the Board (i) approved and adopted the Amended Agreement, (ii) recommends that the Company’s shareholders adopt the Amended Agreement, (iii) recommends that the Company’s shareholders vote “FOR” each of the proposals described in the definitive proxy statement for the Special Meeting of Cubic’s shareholders filed with the United States Securities and Exchange Commission (“SEC”) and mailed to shareholders on or about March 26, 2021, and (iv) determined that the ST Engineering Proposal, after giving effect to all revisions made to such proposal by ST Engineering, is neither a “superior proposal” nor a proposal that would reasonably be expected to lead to a “superior proposal” as that term is defined in the existing Merger Agreement. As a result, Cubic has ceased engagement with ST Engineering in accordance with the terms of the Amended Agreement.

This summary of the Amendment is incomplete, and Cubic encourages shareholders to read the full text of the Amendment to be included with the Company’s current report on Form 8-K, which will be filed with the SEC in due course. Further, the Company intends to provide to its shareholders supplemental disclosure to the definitive proxy statement mailed to the Company’s shareholders on or about March 26, 2021 and will file relevant materials with the SEC. Shareholders are urged to read the definitive proxy statement as supplemented and such other relevant materials for more information, including with respect to the terms of the Amended Agreement.

The Special Meeting of Cubic’s shareholders to adopt the Amended Agreement remains scheduled for April 27, 2021 at 1:00 p.m. Eastern time.

J.P. Morgan Securities LLC is acting as lead financial advisor to the Company and Sidley Austin LLP and Faegre Drinker Biddle & Reath LLP are acting as the Company’s legal counsel. Raymond James & Associates, Inc. provided the Board with an opinion regarding the fairness, from a financial point of view, of the consideration offered to Cubic shareholders.

Skadden, Arps, Slate, Meagher & Flom LLP is acting as legal counsel to Veritas.

Gibson, Dunn & Crutcher LLP is acting as legal counsel to Evergreen.

About Cubic Corporation

Cubic is a technology-driven, market-leading provider of integrated solutions that increase situational understanding for transportation, defense C4ISR, and training customers worldwide to decrease urban congestion and improve the militaries’ effectiveness and operational readiness. Our teams innovate to make a positive difference in people’s lives. We simplify their daily journeys. We promote mission success and safety for those who serve their nation. For more information about Cubic, please visit the company’s website at www.cubic.com or on Twitter @CubicCorp.

About Veritas Capital

Veritas is a longstanding investor in companies operating at the intersection of technology and government. The firm invests in companies that provide critical products and services, primarily technology and technology-enabled solutions, to government and commercial customers worldwide, including those operating in the healthcare, national security, software, education, aerospace & defense, government services, communications, and energy industries. Veritas seeks to create value by strategically transforming the companies in which it invests through organic and inorganic means. For more information on Veritas, visit www.veritascapital.com.

About Elliott and Evergreen

Elliott Investment Management L.P. manages two multi-strategy investment funds which combined manage approximately $42 billion of assets. Its flagship fund, Elliott Associates, L.P., was founded in 1977, making it one of the oldest funds of its kind under continuous management. The Elliott funds’ investors include pension plans, sovereign wealth funds, endowments, foundations, funds-of-funds, high net worth individuals and families, and employees of the firm. Evergreen Coast Capital Corporation is Elliott’s private equity affiliate, which focuses on technology investing.

Additional Information and Where to Find It

This communication is being made in respect of the proposed transaction involving Cubic, Atlas CC Acquisition Corp. (“Parent”) and Atlas Merger Sub Inc. (“Sub”). In connection with the proposed transaction, Cubic has filed a definitive proxy statement on Schedule 14A with the SEC, which has been mailed to Cubic’s shareholders, and intends to file additional relevant materials with the SEC. This communication is not a substitute for the definitive proxy statement or any other document that Cubic may file with the SEC or send to its shareholders in connection with the proposed transaction. BEFORE MAKING ANY VOTING DECISION, SHAREHOLDERS OF CUBIC ARE URGED TO READ THESE MATERIALS (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO) AND ANY OTHER RELEVANT DOCUMENTS IN CONNECTION WITH THE PROPOSED TRANSACTION THAT CUBIC WILL FILE WITH THE SEC WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT CUBIC, THE PROPOSED TRANSACTION AND THE PARTIES TO THE PROPOSED TRANSACTION. The definitive proxy statement and other relevant materials in connection with the proposed transaction (when they become available), and any other documents filed by Cubic with the SEC, may be obtained free of charge at the SEC’s website at www.sec.gov or at Cubic’s website at www.cubic.com.

Participants in the Solicitation

This communication does not constitute a solicitation of proxy, an offer to purchase, or a solicitation of an offer to sell any securities. Cubic, its directors and executive officers are, and certain employees may be, deemed to be participants in the solicitation of proxies from shareholders in connection with the proposed transaction. Information regarding the names of such persons and their respective interests in the proposed transaction, by securities holdings or otherwise, is set forth in the definitive proxy statement on Schedule 14A for the Company’s Special Meeting of Shareholders, filed with the SEC on March 26, 2021. Additional information regarding these individuals is set forth in Cubic’s Annual Report on Form 10-K for the fiscal year ended September 30, 2020, filed with the SEC on November 18, 2020, Amendment No. 1 to Cubic’s Annual Report on Form 10-K/A for the fiscal year ended September 30, 2020, filed with the SEC on January 28, 2021, and the definitive proxy statement on Schedule 14A for Cubic’s most recent Annual Meeting of Shareholders held in February 2020, filed with the SEC on January 17, 2020. To the extent Cubic’s directors and executive officers or their holdings of Cubic securities have changed from the amounts disclosed in those filings, to Cubic’s knowledge, such changes have been or will be reflected on initial statements of beneficial ownership on Form 3 or statements of change in ownership on Form 4 on file with the SEC. These documents are (or, when filed, will be) available free of charge at the SEC’s website at www.sec.gov or at Cubic’s website at www.cubic.com.

Forward-Looking Statements

This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Statements that are not historical or current facts, including statements about beliefs and expectations and statements relating to the proposed transaction among the Company, Parent and Sub, are forward-looking statements. These forward-looking statements are often, but not always, made through the use of words or phrases such as “may,” “will,” “anticipate,” “estimate,” “plan,” “project,” “continuing,” “ongoing,” “expect,” “believe,” “intend,” “predict,” “potential,” “opportunity” and similar words or phrases or the negatives of these words or phrases. Forward-looking statements involve inherent risks and uncertainties, and important factors could cause actual results to differ materially from those anticipated, including, but not limited to: the satisfaction of the conditions precedent to the consummation of the proposed transaction, including, the receipt of shareholder and regulatory approvals; unanticipated difficulties or expenditures relating to the proposed transaction; legal proceedings, judgments or settlements, including those that may be instituted against the Company, the Company’s board of directors and executive officers and others following the announcement of the proposed transaction; disruptions of current plans and operations caused by the announcement and pendency of the proposed transaction; potential difficulties in employee retention due to the announcement and pendency of the proposed transaction; the response of customers, suppliers, business partners and regulators to the announcement of the proposed transaction; and other risks and uncertainties and the factors identified under “Risk Factors” in Part I, Item 1A of the Company’s Annual Report on Form 10-K for the year ended September 30, 2020, and updated in subsequent reports filed by the Company with the SEC. These reports are available at www.cubic.com or www.sec.gov. Forward-looking statements speak only as of the date they are made, and the Company undertakes no obligation to update them in light of new information or future events.

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For Cubic:

Investors

Kirsten Nielsen

Investor Relations

Cubic Corporation

PH +1 212-331-9760

[email protected]

OR

Morrow Sodali

Mike Verrechia / Bill Dooley

(800) 662-5200

[email protected]

Media

Sloane & Company

Dan Zacchei / Joe Germani

[email protected] / [email protected]

For Veritas:

David Millar / Julie Rudnick / Kevin Siegel

Sard Verbinnen & Co

[email protected]

For Elliott and Evergreen:

Stephen Spruiell

Elliott Investment Management L.P.

(212) 478-2017

[email protected]

KEYWORDS: United States North America California

INDUSTRY KEYWORDS: Banking Other Defense Professional Services Technology Defense Other Transport Other Professional Services Homeland Security Legal Transport Finance Other Technology Public Policy/Government

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UDR Prices Public Offering of 7,000,000 Shares of Common Stock

DENVER–(BUSINESS WIRE)–
UDR, Inc. (the “Company”) (NYSE: UDR) announced today that it has priced an underwritten public offering of 7,000,000 shares of common stock for expected gross proceeds of approximately $306 million, all of which are being offered in connection with the forward sale agreements described below.

J.P. Morgan and Wells Fargo Securities are acting as joint book-running managers for the offering.

The Company has entered into forward sale agreements with J.P. Morgan and Wells Fargo Securities or their affiliates (the “forward purchasers”) with respect to 7,000,000 shares of its common stock. In connection with the forward sale agreements, the forward purchasers or their affiliates are expected to borrow and sell to the underwriters an aggregate of 7,000,000 shares of the common stock that will be delivered in this offering. Subject to its right to elect cash or net share settlement, which right is subject to certain conditions, the Company intends to deliver, upon physical settlement of such forward sale agreements on one or more dates specified by the Company occurring no later than March 29, 2022, an aggregate of 7,000,000 shares of its common stock to the forward purchasers in exchange for cash proceeds per share equal to the applicable forward sale price, subject to certain adjustments as provided in the forward sale agreements.

The offering is expected to close on April 5, 2021, subject to customary closing conditions.

The Company will not initially receive any proceeds from the sale of shares of its common stock by the forward purchasers or their affiliates in the offering. The Company expects to use the net proceeds, if any, it receives upon the future settlement of the forward sale agreements for planned acquisitions or other investments, the Company’s existing development and Developer Capital Program pipeline, and working capital and general corporate purposes, which may include the repayment of outstanding indebtedness under the Company’s commercial paper program, unsecured revolving credit facility and working capital credit facility, if any.

Selling common stock through the forward sale agreements enables the Company to set the price of such shares upon the pricing of the offering (subject to certain adjustments) while delaying the issuance of such shares and the receipt of the net proceeds by the Company until the expected funding requirements described above have occurred.

This offering is being conducted pursuant to the Company’s currently effective shelf registration statement, which was previously filed with the Securities and Exchange Commission (the “SEC”). This press release does not constitute an offer to sell or the solicitation of an offer to buy any of the Company’s securities, nor shall there be any sale of these securities in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state.

You may obtain copies of the prospectus supplement and prospectus relating to the offering without charge from the SEC at www.sec.gov. Alternatively, copies of these documents may be obtained by contacting (i) J.P. Morgan Securities LLC, Attention: Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717, telephone: 1-866-803-9204; and (ii) Wells Fargo Securities, Attention: Equity Syndicate Department, 500 West 33rd Street, New York, New York, 10001, at (800) 326-5897 or email a request to [email protected].

Forward-Looking Statements

Certain statements made in this press release may constitute “forward-looking statements.” Words such as “expects,” “intends,” “believes,” “anticipates,” “plans,” “likely,” “will,” “seeks,” “estimates” and variations of such words and similar expressions are intended to identify such forward-looking statements. Forward-looking statements, by their nature, involve estimates, projections, goals, forecasts and assumptions and are subject to known and unknown risks, uncertainties and other factors which may cause actual results or outcomes to differ materially from those expressed or implied by such forward-looking statements, due to a number of factors which include, but are not limited to, the impact of the COVID-19 pandemic and measures intended to prevent its spread or address its effects, unfavorable changes in the apartment market, changing economic conditions, the impact of inflation/deflation on rental rates and property operating expenses, expectations concerning availability of capital and the stability of the capital markets, the impact of competition and competitive pricing, acquisitions, developments and redevelopments not achieving anticipated results, delays in completing developments, redevelopments and lease-ups on schedule, expectations on job growth, home affordability and demand/supply ratio for multifamily housing, expectations concerning development and redevelopment activities, expectations on occupancy levels and rental rates, expectations concerning joint ventures and partnerships with third parties, expectations that technology will help grow net operating income, expectations on annualized net operating income and other risk factors discussed in documents filed by the Company with the Securities and Exchange Commission from time to time, including the Company’s Annual Report on Form 10-K and the Company’s Quarterly Reports on Form 10-Q. Actual results may differ materially from those described in the forward-looking statements. These forward-looking statements and such risks, uncertainties and other factors speak only as of the date of this press release, and the Company expressly disclaims any obligation or undertaking to update or revise any forward-looking statement contained herein, to reflect any change in the Company’s expectations with regard thereto, or any other change in events, conditions or circumstances on which any such statement is based, except to the extent otherwise required under the U.S. securities laws.

About UDR, Inc.

UDR, Inc. (NYSE: UDR), an S&P 500 company, is a leading multifamily real estate investment trust with a demonstrated performance history of delivering superior and dependable returns by successfully managing, buying, selling, developing and redeveloping attractive real estate properties in targeted U.S. markets. As of December 31, 2020, UDR owned or had an ownership position in 52,589 apartment homes including 1,176 homes under development. For over 48 years, UDR has delivered long-term value to shareholders, the best standard of service to residents and the highest quality experience for associates.

View source version on businesswire.com: https://www.businesswire.com/news/home/20210331005537/en/

UDR, Inc.

Trent Trujillo

[email protected]

720-283-6135

KEYWORDS: Colorado United States North America

INDUSTRY KEYWORDS: Residential Building & Real Estate Construction & Property REIT

MEDIA:

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Moderna to Host Second Annual Virtual Vaccines Day on April 14, 2021

CAMBRIDGE, Mass.–(BUSINESS WIRE)–
Moderna, Inc. (Nasdaq: MRNA), a biotechnology company pioneering messenger RNA (mRNA) therapeutics and vaccines, today announced that it will host its virtual Vaccines Day for analysts and investors at 8:00 a.m. ET on Wednesday, April 14.

Moderna’s Vaccines Day will include presentations from management and key opinion leaders (KOLs) on Moderna’s mRNA vaccines and key considerations for vaccine development.

A live webcast will be available under the “Events and Presentations” in the Investors section of the Moderna website at investors.modernatx.com. A replay of the webcast will be archived on Moderna’s website for one year following the presentation.

About Moderna

In 10 years since its inception, Moderna has transformed from a science research-stage company advancing programs advancing programs in the field of messenger RNA (mRNA), to an enterprise with a diverse clinical portfolio of vaccines and therapeutics across six modalities, a broad intellectual property portfolio in areas including mRNA and lipid nanoparticle formulation, and an integrated manufacturing plant that allows for both clinical and commercial production at scale and at unprecedented speed. Moderna maintains alliances with a broad range of domestic and overseas government and commercial collaborators, which has allowed for the pursuit of both groundbreaking science and rapid scaling of manufacturing. Most recently, Moderna’s capabilities have come together to allow the authorized use of one of the earliest and most-effective vaccines against the COVID-19 pandemic.

Moderna’s mRNA platform builds on continuous advances in basic and applied mRNA science, delivery technology and manufacturing, and has allowed the development of therapeutics and vaccines for infectious diseases, immuno-oncology, rare diseases, cardiovascular diseases and auto-immune diseases. Today, 24 development programs are underway across these therapeutic areas, with 13 programs having entered the clinic. Moderna has been named a top biopharmaceutical employer by Science for the past six years. To learn more, visit www.modernatx.com.

View source version on businesswire.com: https://www.businesswire.com/news/home/20210331005506/en/

Investors:

Lavina Talukdar

Senior Vice President & Head of Investor Relations

617-209-5834

[email protected]

KEYWORDS: United States North America Massachusetts

INDUSTRY KEYWORDS: Medical Devices Medical Supplies Infectious Diseases Hospitals Practice Management Other Health Biotechnology General Health Pharmaceutical Health

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Centre Lane Partners Successfully Completes Tender Offer for Shares of Synacor

NEW YORK–(BUSINESS WIRE)–
Synacor, Inc. (Nasdaq: SYNC) (“Synacor”), today announced that Centre Lane Partners (“Centre Lane”), a private investment firm that invests in the equity and debt of middle market companies in North America, has successfully completed its affiliate’s tender offer to purchase all of the outstanding shares of common stock of Synacor, Inc. for $2.20 per share in cash, without interest and subject to any required withholding taxes, net to the seller in cash. The tender offer was made pursuant to an Offer to Purchase, dated March 3, 2021, and in connection with the Agreement and Plan of Merger, dated February 10, 2021, among affiliates of Centre Lane and Synacor.

American Stock Transfer & Trust Company, LLC, the depositary for the tender offer, has advised that as of 12:00 midnight, New York City time, on March 30, 2021, the expiration of the tender offer, 29,423,436 shares of common stock of Synacor were validly tendered and not withdrawn in the tender offer, representing approximately 74% of the outstanding shares of Synacor’s common stock. All of these shares have been accepted for payment in accordance with the terms of the tender offer, and Centre Lane will promptly pay for such shares. In addition, 4,937,092 shares were delivered pursuant to guaranteed delivery procedures. When taken together, the shares of Synacor’s common stock tendered and delivered pursuant to guaranteed delivery procedures represent approximately 86% of the outstanding shares of Synacor’s common stock.

Centre Lane intends to complete its acquisition of Synacor through the merger of SY Merger Sub Corporation, an entity controlled by Centre Lane, with and into Synacor. A vote of Synacor’s stockholders is not required to complete the merger. In connection with the merger, any remaining outstanding shares of Synacor’s common stock will be converted into the right to receive $2.20 per share in cash, without interest and subject to any required withholding taxes, net to the seller in cash, the same consideration received by stockholders who tendered their shares in the tender offer. Upon completion of the merger, Synacor will become a privately held company and its common stock will cease trading on the Nasdaq Global Market.

About Centre Lane

Founded in 2007, Centre Lane is a private investment firm that invests in the equity and debt of middle market companies in North America. Centre Lane employs a flexible strategy that approaches situations with a solutions orientation, and seeks to partner with strong management teams that can benefit from patient, long-term capital and Centre Lane’s operational, financial and strategic expertise and support. For more information, visit https://centrelanepartners.com.

About Synacor

Synacor is a cloud-based software and services company serving global video, internet and communications providers, device manufacturers, governments and enterprises. Synacor’s mission is to enable its customers to better engage with their consumers. Its customers use Synacor’s technology platforms and services to scale their businesses and extend their subscriber relationships. Synacor delivers managed portals, advertising solutions, email and collaboration platforms, and cloud-based identity management. www.synacor.com

View source version on businesswire.com: https://www.businesswire.com/news/home/20210331005340/en/

Rob Fink

FNK IR

[email protected]

KEYWORDS: United States North America New York

INDUSTRY KEYWORDS: Software Networks Internet Audio/Video Finance Data Management Professional Services Technology

MEDIA:

Posted on March 31, 2021 8:03 am

COPT Provides Conference Call Details for First Quarter 2021 Results

COPT Provides Conference Call Details for First Quarter 2021 Results

COLUMBIA, Md.–(BUSINESS WIRE)–
Corporate Office Properties Trust (“COPT” or the “Company”) (NYSE: OFC) announces the release date and conference call details for first quarter 2021 results as follows:

First Quarter 2021:
Results Release Date:				Thursday, April 29, 2021 after the market closes
Conference Call Date:				Friday, April 30, 2021
Time:				12:00 p.m. Eastern Time
Telephone Number: (within the U.S.)				855-463-9057
Telephone Number: (outside the U.S.)				661-378-9894
Passcode:				8353839

Investors can also listen to the conference call via a live webcast in the ‘Latest Updates’ section of COPT’s Investors website: https://investors.copt.com/

Replay Information

A replay of the conference call will be immediately available via webcast on the Investors website. Additionally, a telephonic replay of this call will be available beginning at 3:00 p.m. Eastern Time on Friday, April 30, through 3:00 p.m. Eastern Time on Friday, May 14. To access the replay within the United States, please call 855-859-2056; to access it from outside the United States, please call 404-537-3406. In either case, use passcode 8353839.

About COPT

COPT is a REIT that owns, manages, leases, develops and selectively acquires office and data center properties. The majority of its portfolio is in locations that support the United States Government and its contractors, most of whom are engaged in national security, defense and information technology (“IT”) related activities servicing what it believes are growing, durable, priority missions (“Defense/IT Locations”). The Company also owns a portfolio of office properties located in select urban/urban-like submarkets in the Greater Washington, DC/Baltimore region with durable Class-A office fundamentals and characteristics (“Regional Office Properties”). As of December 31, 2020, the Company derived 87% of its core portfolio annualized rental revenue from Defense/IT Locations and 13% from its Regional Office Properties. As of the same date and including 17 properties owned through unconsolidated joint ventures, COPT’s core portfolio of 179 office and data center shell properties encompassed 20.8 million square feet and was 95.0% leased; the Company also owned one wholesale data center with a critical load of 19.25 megawatts that was 86.7% leased.

Forward-Looking Information

This press release may contain “forward-looking” statements, as defined in Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, that are based on the Company’s current expectations, estimates and projections about future events and financial trends affecting the Company. Forward-looking statements can be identified by the use of words such as “may,” “will,” “should,” “could,” “believe,” “anticipate,” “expect,” “estimate,” “plan” or other comparable terminology. Forward-looking statements are inherently subject to risks and uncertainties, many of which the Company cannot predict with accuracy and some of which the Company might not even anticipate. Although the Company believes that the expectations, estimates and projections reflected in such forward-looking statements are based on reasonable assumptions at the time made, the Company can give no assurance that these expectations, estimates and projections will be achieved. Future events and actual results may differ materially from those discussed in the forward-looking statements and the Company undertakes no obligation to update or supplement any forward-looking statements.

The areas of risk that may affect these expectations, estimates and projections include, but are not limited to, those risks described in Item 1A of the Company’s Annual Report on Form 10-K for the year ended December 31, 2020.

Source: Corporate Office Properties Trust

View source version on businesswire.com: https://www.businesswire.com/news/home/20210331005252/en/

IR Contacts:

Stephanie Krewson-Kelly

443-285-5453

[email protected]

Michelle Layne

443-285-5452

[email protected]

KEYWORDS: Maryland United States North America

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

MEDIA:

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VMware Cloud Accelerates App Modernization through Modular, Multi-Cloud Services

New VMware Cloud Universal Delivers Flexible Subscription for Consuming Multi-Cloud

PALO ALTO, Calif.–(BUSINESS WIRE)–
For more than 20 years, VMware has powered essential business applications around the world. More than 300,000 organizations have built and run more than 85 million workloads on VMware, and more than five million developers build apps on VMware technology. Today, VMware, Inc. (NYSE: VMW) is helping customers unlock the power of multi-cloud and deliver modern applications at the speed of business with the unveiling of VMware Cloud.

VMware Cloud is a distributed, multi-cloud platform that enables organizations to accelerate application modernization across the data center, edge, and any cloud. It provides distinctive advantages to both developers and IT operators who are often forced to make tradeoffs. VMware Cloud boosts developer productivity by enabling them to build and deploy to any cloud. The platform enables IT to modernize infrastructure and operations with better economics and less risk. With the launch of VMware Cloud, VMware is announcing new offerings that bring a more integrated experience to customers. These offerings include:

• VMware Cloud Universal: a flexible subscription that simplifies the purchase and consumption of VMware multi-cloud infrastructure and management services.
• VMware Cloud Console: a single monitoring and management environment for VMware Cloud infrastructure regardless of where it’s deployed.
• VMware App Navigator: a new offering for assessing and prioritizing app transformation initiatives across an entire application estate based on the value of each app.

“We are on the cusp of the next evolution of cloud and apps. Architectures are becoming distributed and increasingly multi-cloud, while modern applications will soon outnumber traditional apps. The challenge for any CIO is to take advantage of this new innovation without introducing more complexity and risk,” said Raghu Raghuram, chief operating officer, products and cloud services, VMware. “VMware Cloud is the only cloud solution today that customers can use in the datacenter and on any cloud, accelerating their modernization journey with speed, simplicity, and better security. With VMware Cloud Universal, customers make a single purchase and gain the ability to deploy apps across any environment, then move them as business or application requirements change.”

Modular, Multi-Cloud Services for All Applications, Everywhere

Application initiatives are driving better business outcomes, an elevated customer experience, innovative digital services, and the anywhere workforce. Organizations surveyed by VMware report that 90% of app initiatives are focused on modernization⁽¹⁾, and 80% today deploy applications in a distributed model across data center, cloud, and edge⁽²⁾.

VMware Cloud is the platform for both on-premises and cloud with unified security and operations; supporting traditional and modern applications; connecting to all native cloud services; and meeting the requirements of both developers and IT operators. With VMware Cloud, customers gain the simplicity of a single cloud operating model for their multi-cloud reality, and gain portability to help minimize to help address the challenges of single cloud silos. VMware Cloud customers can realize substantive benefits including as much as 80% better developer productivity with VMware Tanzu Application Service ⁽³⁾, 59% lower operational costs⁽⁴⁾, and 46% faster cloud migration⁽⁵⁾.

With VMware Cloud, customers can deploy apps to VMware Cloud Foundation running in Amazon Web Services (AWS), Azure, Google Cloud, IBM Cloud, and Oracle Cloud; on VMware Cloud on Dell EMC; and across hundreds of VMware Cloud Verified partners. VMware Marketplace provides customers access to thousands of validated third party and open-source developer solutions. VMware Cloud customers can also deploy and operate across native public clouds, and give developers access to all native cloud services.

“Fiserv helped small businesses access the funding they needed to continue operating through the Paycheck Protection Program,” said Keith Fulton, senior vice president and CIO, Account Processing at Fiserv. “Upon the launch of the program we quickly deployed a portal to enable thousands of our financial institution clients to accept PPP applications, and as requirements evolved, we built new capabilities that helped banks assess risk levels for tens of thousands of applicants and deliver application confirmation in a matter of seconds. Utilizing VMware Cloud and with just 15 developers working on the Paycheck Protection solutions, we created more than 100,000 lines of code, using CI/CD pipelines, to deliver 436 releases to production in just 28 calendar days.”

Better Economics, Simplified Operations and Faster App Modernization

With the new VMware Cloud Universal subscription, customers gain greater flexibility and portability to adopt cloud at their own pace and benefit from a single operating model across clouds. VMware Cloud Universal is ideal for customers committed to a hybrid cloud architecture; that have extended or variable cloud migration timelines; that have cloud bursting requirements; or desire an OPEX model for on-premises infrastructure. With VMware Cloud Universal, customers purchase credits for VMware’s multi-cloud infrastructure and management and apply these credits to deployments of VMware Cloud Foundation on premises, VMware Cloud on AWS, or VMware Cloud on Dell EMC. Benefits of VMware Cloud Universal will include:

Choice and flexibility: buy once and deploy any eligible service at any time during the contract.

Convertibility: convert and apply unused on-premises Cloud Foundation credits deployment towards VMware Cloud on AWS or VMware Cloud on Dell EMC at any point during the term.

Cloud Acceleration Benefits (CAB): provides flexibility for customers transitioning to multi-cloud by leveraging their existing investments in VMware perpetual licenses towards VMware Cloud Universal credits.

Built-In Kubernetes: VMware Tanzu Standard edition for simplified deployment and operation of Kubernetes.

Multi-cloud Management and Operations: VMware vRealize Cloud Universal for SaaS-based multi-cloud management.

VMware Success 360: designed to help customers continually realize value and achieve faster outcomes, Success 360 includes success planning, ongoing adoption guidance, design workshops and proactive support.

Supporting this new subscription is VMware Cloud Console, delivering end-to-end visibility and control of all VMware Cloud infrastructure across on-premises, cloud, and edge environments. Cloud Console is an integrated portal where customers can allocate, manage, and better optimize all VMware Cloud resources. Through Cloud Console, customers can redeem credits, provision deployments of VMware Cloud Universal eligible offerings, and reach out to VMware support organizations.

The new VMware App Navigator service engagement helps organizations prioritize app modernization initiatives and deliver results faster. Other portfolio rationalization services attempt to plan “everything”, are slow to complete, and include many assumptions that often end up being wrong. App Navigator takes an agile approach to portfolio analysis. It uses automated tooling and hands-on experimentation to plan just enough to get started, then quickly scale app and cloud transformation initiatives. During an engagement, customers work alongside VMware practitioners to rationalize their app portfolio, identify modernization strategies and environments for different apps based on business and IT goals, and build an outcome-oriented roadmap. This enables customers to deliver on business needs faster, regardless of who does the work, and enables self-sufficiency to help minimize risk.

“VMware Cloud on AWS gave us a safe landing zone for our applications. We could pick up our VMware Cloud platform and drop it right into AWS,” said Sarah Lucas, Head of Infrastructure and Platforms, William Hill. “We were able get to the public cloud quickly without having to upskill our engineering teams to learn another cloud environment. To date we’ve migrated more than 3,000 VMs and hundreds of applications. Now we have more elastic scale, with the ability to roll out services quickly and consistently across the VMware Cloud platform. With VMware Cloud Universal, we believe the offering will provide us with an even more flexible model to grow and operate our VMware Cloud environment.”

“AWS is VMware’s preferred public cloud provider for vSphere-based workloads, and VMware Cloud on AWS is the preferred service from AWS for vSphere-based workloads,” said Matt Garman, vice president, sales and marketing, AWS. “Customers love how fast and easy it is to adopt a VMware-based hybrid environment that spans their on-premises data centers and AWS. We are seeing significant global adoption across all industries from customers who are adopting VMware Cloud on AWS to enable faster application modernization. With this announcement, customers have the ability to use the same VMware Universal Credits towards the deployments of VMware Cloud on AWS as well as VMware on premises.”

“Dell Technologies and VMware are committed to driving the future of IT infrastructure through deep collaboration,” said Arthur Lewis, president, Solutions and Portfolio Management for Dell Technologies Global Infrastructure Solutions Group.“VMware Cloud on Dell EMC is a fully managed, secure and scalable cloud platform that provides all the benefits of on-premises infrastructure, delivered as-a-Service. For customers who prefer to manage their private cloud infrastructure, we offer a portfolio of solutions tightly integrated with VMware Cloud Foundation. VMware Cloud Universal simplifies the choice by enabling customers to invest in hybrid and multi-cloud solutions while maintaining flexibility in deployment.”

Availability

VMware Cloud Universal is available today in all English-speaking countries and regions. The offering is expected to be available in Japan in 2HFY22. VMware Cloud Foundation Subscription is only available through VMware Cloud Universal. Convertibility of VMware Cloud Foundation Subscription to VMware Cloud on AWS is expected to be available in VMware’s Q1FY22 and convertibility to VMware Cloud on Dell EMC is expected to be available in VMware’s 1HFY22. VMware Cloud Console and VMware App Navigator are also available today.

Additional Resources

Read this blog on the launch of VMware Cloud from Raghu Raghuram, Chief Operating Officer, Products and Cloud Services, VMware

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1-VMware FY22 Q1 Executive Pulse, January 2021, N=456

2-VMware FY22 H1 Benchmark: Cloud and Applications, March 2021, N=1184

3-Forrester Consulting Total Economic Impact™ Study Commissioned by VMware, “The Total Economic Impact of VMware Tanzu Application Service (formerly Pivotal Platform),” December 2019

4-Forrester Consulting Total Economic Impact™ Study Commissioned by VMware, “The Total Economic Impact™ of VMware Cloud On AWS,” August 2019

5- IDC White Paper, sponsored by VMware, “The Business Value of Running Applications on VMware Cloud on AWS,” #US46919520, October 2020

About VMware

VMware software powers the world’s complex digital infrastructure. The company’s cloud, app modernization, networking, security, and digital workspace offerings help customers deliver any application on any cloud across any device. Headquartered in Palo Alto, California, VMware is committed to being a force for good, from its breakthrough technology innovations to its global impact. For more information, please visit https://www.vmware.com/company.html.

VMware, VMware Cloud, vRealize, Tanzu, vSphere, VMware App Navigator, and VMware Success 360 are registered trademarks or trademarks of VMware, Inc. or its subsidiaries in the United States and other jurisdictions. VMware makes no guarantee that services announced in preview or beta will become available at a future date. The information in this press release is for informational purposes only and may not be incorporated into any contract. This article may contain hyperlinks to non-VMware websites that are created and maintained by third parties who are solely responsible for the content on such websites.

View source version on businesswire.com: https://www.businesswire.com/news/home/20210331005297/en/

Roger T. Fortier

VMware Global Communications

+1 408-348-1569

[email protected]

Eloy Ontiveros

VMware Global Communications

+1 650-427-6145

[email protected]

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INDUSTRY KEYWORDS: Technology Mobile/Wireless Security Other Technology Telecommunications Software Networks Internet Data Management

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Williams Reports Fourth Quarter 2020 Financial Results

Begins 2021 Positioned for Growth, Strong Operating Results, and Further Debt Reduction

ATLANTA–(BUSINESS WIRE)–
Williams Industrial Services Group Inc. (NYSE American: WLMS) (“Williams” or the “Company”), a construction and maintenance services company, today reported its financial results for the fiscal fourth quarter ended December 31, 2020.

Recent Highlights

• Williams posted revenue of $64.1 million in the fourth quarter of 2020 compared with $66.8 million in the prior-year period; for the full year, revenue rose to $269.1 million from $245.8 million in 2019
• The Company reported a net loss of $1.0 million, or $(0.04) per share, in the fourth quarter versus net income of $0.2 million, or $0.01 per share, in the fourth quarter of 2019
• The 2020 fourth quarter included $1.8 million in charges related to the Company’s debt, $0.3 million of which were fees associated with the repayment of the Company’s prior credit facilities, without which earnings per share was $0.03
• The Company reported net income from continuing operations of $2.0 million, or $0.08 per share, for the full year 2020 compared to $1.0 million, or $0.05 per share, for 2019; excluding the aforementioned $1.8 million charge relating to the repayment of the Company’s prior credit facilities, earnings per share from continuing operations was $0.15 in 2020
• Adjusted EBITDA¹ was $4.0 million for the fourth quarter of 2020 compared with $4.2 million in the prior-year period and, for fiscal 2020, Adjusted EBITDA was $14.7 million compared with $12.6 million in 2019. Prior to adding back severance, professional, and other non-recurring operational expenses, EBITDA¹ was $14.3 million in 2020 compared with $9.7 million in 2019, an increase of 47%
• As of December 31, 2020, the Company’s backlog was $443.9 million compared to $494.9 million as of December 31, 2019 and $457.9 million as of September 30, 2020, with approximately $165.3 million expected to be converted to revenue over the following twelve months; Williams is currently pursuing over $500 million of high-probability potential orders in its pipeline and anticipates booking at least $300 million in additional backlog by year end
• The Company generated $17.4 million of operating cash in the fourth quarter of 2020 and reduced debt by $9.3 million

“The fourth quarter, while challenging from a revenue perspective, had several significant achievements that we believe positioned us well for 2021 and beyond,” said Tracy Pagliara, President and CEO of Williams. “Gross margins rose to 14.2%, we generated $17.4 million of cash from operations, refinanced our credit facilities, and reduced debt by $9.3 million. Adjusted for our refinancing costs, net income rose year-over-year, and we reported Adjusted EBITDA of $4.0 million for the quarter and $14.7 million for 2020 as a whole – at the high end of our guidance. Overall, I was pleased with our performance given a tough economic environment, and we began 2021 with a stronger balance sheet and increased financial flexibility.

“Since the start of the new year, we’ve uplisted to the NYSE American Stock Exchange – substantially expanding our prospective investor base – and issued guidance that builds upon our many successes in 2020. We anticipate that our continuing efforts to diversify the Company, combined with an unwavering commitment to margin expansion and cost discipline, will bolster top line growth and drive higher EBITDA going forward. With the easing of COVID-19 travel restrictions and more favorable economic conditions, our business development activities are robust, and we are optimistic about building our backlog throughout the remainder of 2021. I am also confident that, just as we persevered through many storms in 2020, we will further execute on our strategic plan and consistently improve financial results in the quarters and years to come.”

Fourth Quarter 2020 Financial Results Compared to Fourth Quarter 2019

Revenue in the fourth quarter of 2020 was $64.1 million compared with $66.8 million in the fourth quarter of fiscal 2019, primarily reflecting $3.3 million of higher revenue from Canadian nuclear contracts and a $1.7 million increase related to decommissioning work, offset by a $9.7 million reduction in revenue tied to the Vogtle 3 & 4 nuclear construction project.

Gross profit was $9.1 million, or 14.2% of revenue, compared with $9.1 million, or 13.6% of revenue, in the prior-year period, with the higher margin reflecting improved business mix. Operating expenses were $6.5 million compared with $8.5 million in the fourth quarter of 2019, reflecting significantly lower general and administrative (G&A) expenses due to the Company’s streamlining initiatives. The fourth quarter of 2019 also included approximately $1.6 million of non-recurring severance, professional, and legal fees. The Company’s operating margin rose to 4.0% from 0.9% in the prior-year fourth quarter, reflecting the improvement in gross margin year-over-year and lower G&A. Interest expense was $1.4 million in the fourth quarter of fiscal 2020 versus $1.5 million in 2019.

On December 17, 2020, the Company announced that it had entered into new credit agreements as follows: (a) a $50.0 million term loan facility with Energy Impact Credit Fund (an affiliate of Energy Impact Partners), CION Investment Corporation, and CrowdOut Capital, which consists of a $35.0 million initial term loan and a $15.0 million delayed draw facility; and (b) a $30.0 million revolving credit facility with PNC Bank. As part of this refinancing, Williams booked a $1.5 million loss on the repayment of its prior credit agreements. Interest expense in fiscal 2021 is expected to be approximately $1.5 million lower than in 2020.

The Company reported a net loss of $1.0 million, or $(0.04) per share, in the fourth quarter of 2020 compared with net income of $0.2 million, or $0.01 per share, in the prior-year period. Excluding the aforementioned refinancing costs, the Company’s earnings per share was $0.03 in the fourth quarter of 2020.

Balance Sheet

As of December 31, 2020, the Company had $9.2 million of cash (including restricted cash) and $32.1 million of bank debt compared with $7.8 million of cash and $44.2 million of bank debt as of December 31, 2019. Debt was reduced by $9.3 million in the fourth quarter of 2020 – and by $12.1 million for fiscal 2020 as a whole – and the Company anticipates using its cash generation, supported by its significant net operating losses (NOLs), to further lower indebtedness in 2021.

Backlog

Total backlog as of December 31, 2020 was $443.9 million compared with $494.9 million at December 31, 2019 and $457.9 million as of September 30, 2020. The Company recognized revenue of $64.1 million in the fourth quarter, booked new awards of $37.4 million, and saw net adjustments and cancellations of $12.6 million, primarily reflecting work scope expansion.

		Three Months Ended December 31, 2020				Year Ended December 31, 2020
Backlog – beginning of period		$	457,932			$	494,904
New awards			37,436				184,087
Adjustments and cancellations, net			12,597				33,910
Revenue recognized			(64,115	)			(269,051	)
Backlog – end of period		$	443,850			$	443,850

Williams estimates that approximately $165.3 million, or 37.2%, of total backlog will be converted to revenue in the following twelve months. This compares with $191.3 million of backlog at December 31, 2019 and $166.7 million of backlog at September 30, 2020 that the Company anticipated would be converted to revenue over the succeeding twelve-month period.

Outlook

The Company reaffirmed previous guidance (issued February 8, 2021) for the current fiscal year.

2021 Guidance
Revenue:	$310 million to $320 million
Gross margin:	11% to 13%
SG&A:	7.75% to 8.25% of revenue
Adjusted EBITDA (from continuing operations)*:	$16 million to $18 million
*See Note 1 — Non-GAAP Financial Measures for information regarding the use of Adjusted EBITDA and forward-looking non-GAAP financial measures.

The Company expects that, as has been historically the case, that its first quarter will represent the lightest quarter in its 2021 results.

Webcast and Teleconference

The Company will host a conference call today, March 31, 2021, at 10:00 a.m. Eastern time. A webcast of the call and an accompanying slide presentation will be available at www.wisgrp.com. To access the conference call by telephone, listeners should dial 201-493-6780.

An audio replay of the call will be available later that day by dialing 412-317-6671 and entering conference ID number 13715809; alternatively, a webcast replay can be found at http://ir.wisgrp.com/, where a transcript will be posted once available.

About Williams

Williams Industrial Services Group has been safely helping plant owners and operators enhance asset value for more than 50 years. The Company provides a broad range of construction, maintenance and modification, and support services to customers in energy and industrial end markets. Williams’ mission is to be the preferred provider of construction, maintenance, and specialty services through commitment to superior safety performance, focus on innovation, and dedication to delivering unsurpassed value to its customers.

Additional information about Williams can be found on its website: www.wisgrp.com.

Forward-looking Statement Disclaimer

This press release contains “forward-looking statements” within the meaning of the term set forth in the Private Securities Litigation Reform Act of 1995. The forward-looking statements include statements or expectations regarding the Company’s ability to perform in accordance with guidance, realize opportunities and successfully achieve its growth and strategic initiatives, including diversifying the Company, increasing its margins and managing costs, future demand for the Company’s services, expectations regarding future contract awards, revenues, Adjusted EBITDA and positive cash flow and other related matters. These statements reflect the Company’s current views of future events and financial performance and are subject to a number of risks and uncertainties, some of which have been, and may further be, exacerbated by the COVID-19 pandemic, including the Company’s level of indebtedness and ability to make payments on, and satisfy the financial and other covenants contained in, its debt facilities; its ability to engage in certain transactions and activities due to limitations and covenants contained in such facilities; its ability to generate sufficient cash resources to continue funding operations and the possibility that it may be unable to obtain any additional funding as needed or incur losses from operations in the future; exposure to market risks from changes in interest rates; failure to maintain effective internal control over financial reporting and disclosure controls and procedures; the Company’s ability to attract and retain qualified personnel, skilled workers, and key officers; failure to successfully implement or realize its business strategies, plans and objectives of management, and liquidity, operating and growth initiatives and opportunities, including its expansion into international markets; the loss of one or more of its significant customers; its competitive position; market outlook and trends in the Company’s industry, including the possibility of reduced investment in, or increased regulation of, nuclear power plants, declines in public infrastructure construction and reductions in government funding; costs exceeding estimates the Company uses to set fixed-price contracts; harm to the Company’s reputation or profitability due to, among other things, internal operational issues, poor subcontractor performances or subcontractor insolvency; potential insolvency or financial distress of third parties, including customers and suppliers; the Company’s contract backlog and related amounts to be recognized as revenue; its ability to maintain its safety record, the risks of potential liability and adequacy of insurance; adverse changes in the Company’s relationships with suppliers, vendors, and subcontractors; compliance with environmental, health, safety and other related laws and regulations; limitations or modifications to indemnification regulations of the U.S. or Canada; the Company’s expected financial condition, future cash flows, results of operations and future capital and other expenditures; the impact of general economic conditions including the current economic disruption and any recession resulting from the COVID-19 pandemic; the impact of the COVID-19 pandemic on the Company’s business, results of operations, financial condition, and cash flows; the potential for additional COVID-19 cases to occur at the Company’s active or future job sites, which potentially could impact cost and labor availability; information technology vulnerabilities and cyberattacks on the Company’s networks; the Company’s failure to comply with applicable laws and regulations, including, but not limited to, those relating to privacy and anti-bribery; the Company’s participation in multiemployer pension plans; the impact of any disruptions resulting from the expiration of collective bargaining agreements; the impact of natural disasters and other severe catastrophic events (such as the ongoing COVID-19 pandemic); the impact of changes in tax regulations and laws, including future income tax payments and utilization of net operating loss and foreign tax credit carryforwards; volatility of the market price for the Company’s common stock; the Company’s ability to maintain its stock exchange listing; the effects of anti-takeover provisions in the Company’s organizational documents and Delaware law; the impact of future offerings or sales of the Company’s common stock on the market price of such stock; expected outcomes of legal or regulatory proceedings and their anticipated effects on the Company’s results of operations; and any other statements regarding future growth, future cash needs, future operations, business plans and future financial results.

Other important factors that may cause actual results to differ materially from those expressed in the forward-looking statements are discussed in the Company’s filings with the U.S. Securities and Exchange Commission, including the section of the Annual Report on Form 10-K for its 2020 fiscal year titled “Risk Factors.” Any forward-looking statement speaks only as of the date of this press release. Except as may be required by applicable law, the Company undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, and you are cautioned not to rely upon them unduly.

Financial Tables Follow

WILLIAMS INDUSTRIAL SERVICES GROUP INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)
		Three Months Ended December 31,								Year Ended December 31,
($ in thousands, except share and per share amounts)		2020				2019				2020				2019
Revenue		$	64,115			$	66,807			$	269,051			$	245,787
Cost of revenue			55,021				57,737				235,035				214,887
Gross profit			9,094				9,070				34,016				30,900
Gross margin			14.2	%			13.6	%			12.6	%			12.6	%
Selling and marketing expenses			168				119				569				587
General and administrative expenses			6,308				8,256				23,721				24,583
Depreciation and amortization expense			43				76				187				301
Total operating expenses			6,519				8,451				24,477				25,471
Operating income			2,575				619				9,539				5,429
Operating margin			4.0	%			0.9	%			3.5	%			2.2	%
Interest expense, net			1,443				1,528				6,083				6,032
Loss on extinguishment of debt			1,455				—				1,455				—
Other income, net			(430	)			(805	)			(1,367	)			(1,958	)
Total other expenses, net			2,468				723				6,171				4,074
Income (loss) from continuing operations before income tax expense			107				(104	)			3,368				1,355
Income tax expense			820				192				1,385				333
Income (loss) from continuing operations			(713	)			(296	)			1,983				1,022
Loss from discontinued operations before income tax expense (benefit)			(183	)			(59	)			(405	)			(234	)
Income tax expense (benefit)			96				(553	)			40				(1,398	)
Income (loss) from discontinued operations			(279	)			494				(445	)			1,164
Net income (loss)		$	(992	)		$	198			$	1,538			$	2,186
Basic earnings (loss) per common share
Income (loss) from continuing operations		$	(0.03	)		$	(0.02	)		$	0.08			$	0.05
Income (loss) from discontinued operations			(0.01	)			0.03				(0.02	)			0.07
Basic earnings (loss) per common share		$	(0.04	)		$	0.01			$	0.06			$	0.12
Diluted earnings (loss) per common share
Income (loss) from continuing operations		$	(0.03	)		$	(0.02	)		$	0.08			$	0.05
Income (loss) from discontinued operations			(0.01	)			0.03				(0.02	)			0.07
Diluted earnings (loss) per common share		$	(0.04	)		$	0.01			$	0.06			$	0.12
Weighted average common shares outstanding (basic)			24,689,337				18,775,136				23,676,458				18,700,107
Weighted average common shares outstanding (diluted)			24,689,337				18,831,450				24,217,997				18,922,012

WILLIAMS INDUSTRIAL SERVICES GROUP INC. AND SUBSIDIARIES
REVENUE BRIDGE ANALYSIS*
Fourth Quarter 2020 Revenue Bridge
(in millions)			$ Change
Fourth quarter 2019 revenue		$	66.8
Plant Vogtle Units 3 and 4			(9.7	)
Canada			3.3
Decommissioning			1.7
Project mix			2.0
Total change			(2.7	)
Fourth quarter 2020 revenue*		$	64.1

2020 Full Year Revenue Bridge
(in millions)			$ Change
2019 revenue		$	245.8
Plant Vogtle Units 3 and 4			14.6
Canada			18.8
Decommissioning			18.8
Nuclear Maintenance			(19.1	)
Oil & Gas			(8.1	)
Project mix			(1.7	)
Total change			23.3
2020 revenue*		$	269.1
*Numbers may not sum due to rounding

WILLIAMS INDUSTRIAL SERVICES GROUP INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS (UNAUDITED)
($ in thousands, except share and per share amounts)		Dec. 31, 2020				Dec. 31, 2019
ASSETS
Current assets:
Cash and cash equivalents		$	8,716			$	7,350
Restricted cash			468				468
Accounts receivable, net of allowance of $351 and $377, respectively			27,549				38,218
Contract assets			7,969				7,225
Other current assets			6,457				2,483
Total current assets			51,159				55,744
Property, plant and equipment, net			309				273
Goodwill			35,400				35,400
Intangible assets, net			12,500				12,500
Other long-term assets			5,712				8,549
Total assets		$	105,080			$	112,466
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable		$	6,210			$	16,618
Accrued compensation and benefits			15,800				9,318
Contract liabilities			2,529				2,699
Short-term borrowings			352				10,849
Current portion of long-term debt			1,050				700
Other current liabilities			7,170				6,408
Current liabilities of discontinued operations			342				340
Total current liabilities			33,453				46,932
Long-term debt, net			30,728				32,658
Deferred tax liabilities			2,440				2,198
Other long-term liabilities			2,098				4,028
Long-term liabilities of discontinued operations			4,466				4,486
Total liabilities			73,185				90,302
Commitments and contingencies
Stockholders’ equity:
Common stock, $0.01 par value, 170,000,000 shares authorized and 25,926,333 and 19,794,270 shares issued, respectively, and 25,336,442 and 19,057,195 shares outstanding, respectively			256				198
Paid-in capital			90,292				81,964
Accumulated other comprehensive income (loss)			28				222
Accumulated deficit			(58,673	)			(60,211	)
Treasury stock, at par (589,891 and 737,075 common shares, respectively)			(8	)			(9	)
Total stockholders’ equity			31,895				22,164
Total liabilities and stockholders’ equity		$	105,080			$	112,466

WILLIAMS INDUSTRIAL SERVICES GROUP INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
		Year Ended December 31,
(in thousands)		2020				2019
Operating activities:
Net income		$	1,538			$	2,186
Adjustments to reconcile net income to net cash (used in) provided by operating activities:
Net (income) loss from discontinued operations			445				(1,164	)
Deferred income tax provision (benefit)			242				(484	)
Depreciation and amortization on property, plant and equipment			187				301
Amortization of deferred financing costs			1,536				615
Gain on disposals of property, plant and equipment			(104	)			—
Debt extinguishment expenses			1,211				—
Bad debt expense			(351	)			237
Stock-based compensation			2,546				1,698
Changes in operating assets and liabilities, net of businesses acquired and sold:
Accounts receivable			11,107				(15,675	)
Contract assets			(699	)			1,001
Other current assets			(3,903	)			(743	)
Other assets			3,972				1,613
Accounts payable			(10,438	)			13,697
Accrued and other liabilities			4,532				(6,704	)
Contract liabilities			(176	)			(579	)
Net cash provided by (used in) operating activities, continuing operations			11,645				(4,001	)
Net cash provided by (used in) operating activities, discontinued operations			(464	)			162
Net cash provided by (used in) operating activities			11,181				(3,839	)
Investing activities:
Purchase of property, plant and equipment			(117	)			(242	)
Net cash used in investing activities			(117	)			(242	)
Financing activities:
Repurchase of stock-based awards for payment of statutory taxes due on stock-based compensation			(227	)			(154	)
Proceeds from issuance of common stock			6,489				—
Debt issuance costs			(4,200	)			—
Debt refinancing costs and original issue discount			(2,003	)			—
Proceeds from short-term borrowings			262,695				223,958
Repayments of short-term borrowings			(273,192	)			(216,383	)
Proceeds from long-term debt			35,000				—
Repayments of long-term debt			(34,388	)			(525	)
Net cash provided by (used in) financing activities			(9,826	)			6,896
Effect of exchange rate change on cash			128				61
Net change in cash, cash equivalents and restricted cash			1,366				2,876
Cash, cash equivalents and restricted cash, beginning of period			7,818				4,942
Cash, cash equivalents and restricted cash, end of period		$	9,184			$	7,818
Supplemental Disclosures:
Cash paid for interest		$	4,316			$	4,697
Noncash fee related to revolving debt facility		$	150			$	100

WILLIAMS INDUSTRIAL SERVICES GROUP INC. AND SUBSIDIARIES
NON-GAAP FINANCIAL MEASURE (UNAUDITED)
This press release contains financial measures not derived in accordance with accounting principles generally accepted in the United States (“GAAP”). A reconciliation to the most comparable GAAP measure is provided below.
ADJUSTED EBITDA-CONTINUING OPERATIONS
		Three Months Ended December 31,								Year Ended December 31,
(in thousands)		2020				2019				2020				2019
Income (loss) from continuing operations		$	(713	)		$	(296	)		$	1,983			$	1,022
Add back:
Interest expense, net			1,443				1,528				6,083				6,032
Income tax expense			820				192				1,385				333
Depreciation and amortization expense			43				76				187				301
Stock-based compensation			801				584				2,503				1,595
Severance costs			—				865				421				1,314
Other non-recurring expenses			—				—				—				241
Franchise taxes			64				63				267				255
Loss on other receivables			—				—				—				189
Consulting expenses			(69	)			433				194				585
Bank fees			314				548				314				685
Loss on extinguishment of debt			1,455				—				1,455				—
Foreign currency (gain) loss			(162	)			206				(186	)			20
Settlement expenses			—				—				129				—
Adjusted EBITDA – continuing operations		$	3,996			$	4,199			$	14,734			$	12,572

ADJUSTED EBITDA-CONTINUING OPERATIONS – RECONCILIATION OF ANNUAL AMOUNTS
		Three Months Ended December 31,								Year Ended December 31,
(in thousands)		2020				2019				2020				2019
Income (loss) from continuing operations		$	(713	)		$	(296	)		$	1,983			$	1,022
Add back:
Interest expense, net			1,443				1,528				6,083				6,032
Income tax expense			820				192				1,385				333
Depreciation and amortization expense			43				76				187				301
Stock-based compensation			801				584				2,503				1,595
Severance costs			—				865				—				—
Other non-recurring expenses			—				—				—				—
Franchise taxes			64				63				267				255
Loss on other receivables			—				—				—				189
Consulting expenses			(69	)			433				194
Bank fees			314				548				314				—
Loss on extinguishment of debt			1,455				—				1,455				—
Foreign currency (gain) loss			(162	)			206				(186	)			20
Settlement expenses			—				—				129				—
Adjusted EBITDA – continuing operations		$	3,996			$	4,199			$	14,314			$	9,747

NOTE 1 — Non-GAAP Financial Measures

Adjusted EBITDA

Adjusted EBITDA is not calculated through the application of GAAP and is not the required form of disclosure by the U.S. Securities and Exchange Commission. Adjusted EBITDA is the sum of the Company’s net income (loss) before interest expense, net, and income tax (benefit) expense and unusual gains or charges. It also excludes non-cash charges such as depreciation and amortization. The Company’s management believes adjusted EBITDA is an important measure of operating performance because it allows management, investors and others to evaluate and compare the performance of its core operations from period to period by removing the impact of the capital structure (interest), tangible and intangible asset base (depreciation and amortization), taxes and unusual gains or charges (stock-based compensation, severance costs, other non-recurring expenses, franchise taxes, loss on other receivables, consulting expenses, bank fees, foreign currency (gain) loss, loss on extinguishment of debt and settlement expenses), which are not always commensurate with the reporting period in which such items are included. Williams’ credit facility also contains ratios based on EBITDA. Adjusted EBITDA should not be considered an alternative to net income or as a better measure of liquidity than net cash flows from operating activities, as determined by GAAP, and, therefore, should not be used in isolation from, but in conjunction with, the GAAP measures. The use of any non-GAAP measure may produce results that vary from the GAAP measure and may not be comparable to a similarly defined non-GAAP measure used by other companies.

Note Regarding Forward-Looking Non-GAAP Financial Measures

The Company does not provide a reconciliation of forward-looking non-GAAP financial measures to their comparable GAAP financial measures because it could not do so without unreasonable effort due to the unavailability of the information needed to calculate reconciling items and due to the variability, complexity and limited visibility of the adjusting items that would be excluded from the non-GAAP financial measures in future periods. When planning, forecasting and analyzing future periods, the Company does so primarily on a non-GAAP basis without preparing a GAAP analysis.

View source version on businesswire.com: https://www.businesswire.com/news/home/20210331005296/en/

Investor Contact:

Chris Witty

Darrow Associates

646-345-0998

[email protected]

KEYWORDS: Georgia United States North America

INDUSTRY KEYWORDS: Building Systems Manufacturing Other Manufacturing Commercial Building & Real Estate Construction & Property

MEDIA:

Posted on March 31, 2021 8:03 am

Sachem Capital Achieves Record Annual Revenue of $18.6 Million and Net Income of $9.0 Million for 2020

Fourth quarter 2020 revenue increased 98% to $5.7 million and

net income increased 150% to $2.3 million versus same period last year

Conference call and webcast to be held at 8:00 AM Eastern Daylight Saving Time on April 1

^st

BRANFORD, Conn., March 31, 2021 (GLOBE NEWSWIRE) — Sachem Capital Corp. (NYSE American: SACH) announces its financial results for the year ended December 31, 2020. In addition, the company will host a conference call on Thursday, April 1^st at 8:00 a.m. Eastern Daylight Saving Time (EDT) to discuss in greater detail both its financial condition and operating results as of and for the year ended December 31, 2020 as well as its outlook for 2021.

John Villano, CPA, the company’s Chief Executive and Chief Financial Officer stated: “We continue to achieve strong financial results despite the COVID-19 pandemic, as evidenced by record revenue of $18.6 million and net income of $9.0 million for the year ending December 31, 2020. This is particularly noteworthy considering we scaled back our lending activities in the second quarter of 2020 as a precautionary measure due to the COVID-19 pandemic. As our visibility improved and we saw the real estate market stabilize, on July 1, 2020, we reverted to our standard lending criteria while maintaining a cautionary approach, to take advantage of market opportunities. In addition, in the second half of 2020, we successfully completed three offerings of fixed-rate five-year term notes, which generated approximately $56.1 million of gross proceeds. These funds will be used primarily to fund new mortgage loans. We also established a margin line of credit that allows us to borrow against the value of our short-term marketable securities portfolio at 1.75% below the prime rate, which provides us additional flexibility. In 2020, we also began to diversify geographically. We are now lending in ten states. As of December 31, 2020, we had 68 loans outside of Connecticut, which constituted 14% of our mortgage loans, or approximately 23% of the aggregate dollar amount of our portfolio. As a result of these and other initiatives, revenue for the fourth quarter of 2020 increased 98% over the same period last year, and net income increased 150% to $2.3 million in the fourth quarter of 2020 versus the fourth quarter of 2019. Looking ahead, we see a favorable competitive landscape and our loan pipeline remains robust. As a result of these factors and our strong balance sheet, which included cash and short-term marketable securities of approximately $56.7 million as of December 31, 2020, we are optimistic about the prospects for our continued growth in 2021.”

Results of operations

Total revenue for 2020 was $18.6 million compared to approximately $12.7 million for 2019, an increase of approximately $5.9 million, or 46.5%. Interest income increased approximately 41.7%, origination fee income increased approximately 24.6%, and other income increased by 50.8%.

Total operating costs and expenses for 2020 were approximately $9.6 million compared to approximately $6.5 million for 2019, an increase of approximately $3.1 million, or 47.7%. The company’s largest expense, representing approximately 57.7% of total operating expenses, was interest and amortization of deferred financing costs. In comparison, for 2019, interest and amortization of deferred financing costs represented approximately 45.3% of total operating expenses. The increase reflects the increase in overall indebtedness from $56.3 million at December 31, 2019 to $138.7 million at the end of 2020. As most of this increase was incurred in the third and fourth quarters of 2020, the company expects its interest and amortization of deferred financing costs expense to increase in 2021.

Net income for 2020 was approximately $9.0 million compared to approximately $6.2 million for 2019, an increase of approximately $2.8 million or approximately 45%. Net income per share for 2020 was $0.41 compared to $0.32 for 2019.

Financial Condition

At December 31, 2020, total assets were $226.7 million compared to $141.2 million at December 31, 2019, an increase of approximately $85.5 million, or approximately 61%. Most of this increase was attributable to increases in mortgage loans receivable, which increased by $61.3 million, or approximately 65%.

Total liabilities at December 31, 2020 were $145.8 million compared to $58.7 million at December 31, 2019. This reflected the $56.4 million aggregate original principal amount of notes issued in 2020 and the $28.1 million outstanding balance on our line of credit.

Shareholders’ equity at December 31, 2020 was $81.0 million compared to $82.6 million at December 31, 2019. This decrease reflects the excess of the dividends paid and declared in 2020, $10.6 million, over net income, $9.0 million.

Dividends

In 2020, the company paid a total of approximately $8.0 million of dividends. In addition, in December, the company declared a dividend of $0.12 per share, or $2.7 million in the aggregate, which was paid in January 2021. The company currently operates and qualifies as a Real Estate Investment Trust (REIT) for federal income taxes and intends to continue to qualify and operate as a REIT. Under federal income tax rules, a REIT is required to distribute a minimum of 90% of taxable income each year to its shareholders and the company intends to comply with this requirement for the current year.

Investor Conference Call

The company will host a conference call on April 1, 2021 at 8:00 a.m. EDT, to discuss in greater detail its financial results for the year ending December 31, 2020, as well as its outlook for 2021. Interested parties can access the conference call by dialing +1-877-876-9173 for U.S. callers or +1-785-424-1667 for international callers. The call will be available here or on the company’s website via webcast at https://www.sachemcapitalcorp.com. John Villano, the company’s Chief Executive and Chief Financial Officer, will lead the conference call.

The webcast will also be archived on the company’s website. A telephone replay of the call will be available approximately one hour following the call, through April 15, 2021, and can be accessed by dialing +1-877-481-4010 for U.S. callers or +1-919-882-2331 for international callers. All callers should enter conference ID 40589.

About Sachem Capital Corp.

Sachem Capital Corp. specializes in originating, underwriting, funding, servicing, and managing a portfolio of first mortgage loans. It offers short-term (i.e., three years or less) secured, non­banking loans (sometimes referred to as “hard money” loans) to real estate investors to fund their acquisition, renovation, development, rehabilitation or improvement of properties located primarily in Connecticut. The company does not lend to owner occupants. The company’s primary underwriting criteria is a conservative loan to value ratio. The properties securing the company’s loans are generally classified as residential or commercial real estate and, typically, are held for resale or investment. Each loan is secured by a first mortgage lien on real estate. Each loan is also personally guaranteed by the principal(s) of the borrower, which guaranty may be collaterally secured by a pledge of the guarantor’s interest in the borrower. The company also makes opportunistic real estate purchases apart from its lending activities. The company believes that it qualifies as a real estate investment trust (REIT) for federal income tax purposes and has elected to be taxed as a REIT beginning with its 2017 tax year.

Forward Looking Statements

This
press
release
may
contain
forward-looking
statements. Allstatementsotherthanstatementsofhistoricalfactscontainedinthispressrelease,includingstatementsregardingourfutureresultsofoperationsandfinancialposition,strategyandplans,andourexpectationsforfutureoperations,areforward-lookingstatements. Thewords“anticipate,”“estimate,”“expect,”“project,”“plan,”“seek,”“intend,”“believe,”“may,”“might,”“will,”“should,”“could,”“likely,”“continue,”“design,”andthenegativeofsuchtermsandotherwordsandtermsofsimilarexpressionsareintendedtoidentifyforward-looking statements.

We
have
based
these
forward-looking
statements
largely
on
our
current
expectations
and
projections
about
future
events
and
trends
that
we
believe
may
affect
our
financial
condition,
results
of
operations,
strategy,
short-term
and
long-term
business
operations
and
objectives
and
financial
needs.
 
These
forward-looking
statements
are
subject
to several
risks,
uncertainties
and
assumptions as described in our Annual Report on Form 10-K for 2020 to be filed with the U.S. Securities and Exchange Commission.
Because of
these
risks,
uncertainties
and
assumptions,
the
forward-looking
events
and
circumstances
discussed
in
this
press
release
may
not
occur,
and
actual
results
could
differ
materially
and
adversely
from
those
anticipated
or
implied
in
the
forward-looking statements.

You
should
not
rely
upon
forward-looking
statements
as
predictions
of
future
events.
Although
we
believe
that
the
expectations
reflected
in
the
forward-looking
statements
are
reasonable,
we
cannot
guarantee
future
results,
level
of
activity,
performance
or
achievements.
In
addition,
neither
we
nor
any
other
person
assumes
responsibility
for
the
accuracy
and
completeness
of
any
of
these
forward-looking
statements.
 
We
disclaim
any
duty
to
update
any
of
these
forward-looking statements.

All
forward-looking
statements
attributable
to
us
are
expressly
qualified
in
their
entirety
by
these
cautionary
statements
as
well
as
others
made
in
this
press
release.
You
should
evaluate
all forward-looking statements
made
by
us
in
the
context
of
these
risks
and uncertainties.

Investor & Media Contact:

Crescendo Communications, LLC
Email: [email protected]
Tel: (212) 671-1021

SACHEM CAPITAL CORP

BALANCE SHEETS

		December 31,
		2020				2019
Assets
Assets:
Cash and cash equivalents		$	19,408,028			$	18,841,937
Short-term marketable securities			37,293,703				15,949,802
Mortgages receivable			155,616,300				94,348,689
Interest and fees receivable			1,820,067				1,370,998
Other receivables			67,307				141,397
Due from borrowers			2,025,663				840,930
Prepaid expenses			71,313				24,734
Property and equipment, net			1,433,388				1,346,396
Deposits on property and equipment			—				71,680
Real estate owned			8,861,609				8,258,082
Deferred financing costs			72,806				16,600
Total assets		$	226,670,184			$	141,211,245
Liabilities and Shareholders’ Equity
Liabilities:
Notes payable (net of deferred financing costs of $4,886,058 and $2,687,190)		$	109,640,692			$	55,475,810
Mortgage payable			767,508				784,081
Line of credit			28,055,648				—
Accrued dividends payable			2,654,977				—
Accounts payable and accrued expenses			372,662				249,879
Other loans			257,845				—
Security deposits held			13,416				7,800
Advances from borrowers			1,830,539				848,268
Deferred revenue			2,099,331				1,205,740
Notes payable			54,682				75,433
Accrued interest			3,344				3,416
Total liabilities			145,750,644				58,650,427
Commitments and Contingencies
Shareholders’ equity:
Preferred shares – $.001 par value; 5,000,000 shares authorized; no shares issued			—				—
Common stock – $.001 par value; 100,000,000 shares authorized; 22,124,801 and 22,117,301 issued and outstanding			22,125				22,117
Paid-in capital			83,814,376				83,856,308
Accumulated other comprehensive loss			(25,992	)			(50,878	)
Accumulated deficit			(2,890,969	)			(1,266,729	)
Total shareholders’ equity			80,919,540				82,560,818
Total liabilities and shareholders’ equity		$	226,670,184			$	141,211,245

SACHEM CAPITAL CORP.

STATEMENTS OF OPERATIONS

		Year Ended
		December 31,
		2020			2019
Revenue:
Interest income from loans		$	13,821,831		$	9,751,733
Investment income			399,493			81,111
Gain on sale of marketable securities			903,257			—
Origination fees, net			1,893,143			1,519,294
Late and other fees			85,469			265,310
Processing fees			167,833			167,070
Rental income, net			85,339			69,300
Other income			1,246,530			826,688
Total revenue			18,602,895			12,680,506
Operating costs and expenses:
Interest and amortization of deferred financing costs			5,547,406			2,938,237
Compensation, fees and taxes			1,799,889			1,534,447
Professional fees			628,797			542,920
Other expenses and taxes			157,194			90,412
Exchange fees			49,054			44,192
Expense in connection with termination of credit facility			—			340,195
Impairment loss			795,000			417,094
Net loss on sale of real estate			7,218			34,919
Depreciation			61,865			63,566
General and administrative expenses			562,607			478,513
Total operating costs and expenses			9,609,030			6,484,495
Net income			8,993,865			6,196,011
Other comprehensive income (loss)
Unrealized gain (loss) on investment securities			24,886			(50,878	)
Comprehensive income		$	9,018,751		$	6,145,133
Basic and diluted net income per common share outstanding:
Basic		$	0.41		$	0.32
Diluted		$	0.41		$	0.32
Weighted average number of common shares outstanding:
Basic			22,118,522			19,415,237
Diluted			22,118,522			19,415,237

SACHEM CAPITAL CORP.

STATEMENTS OF CASH FLOW

		Years Ended
		December 31,
		2020				2019
CASH FLOWS FROM OPERATING ACTIVITIES
Net income		$	8,993,865			$	6,196,011
Adjustments to reconcile net income to net cash provided by operating activities:
Amortization of deferred financing costs			601,959				722,580
Depreciation expense			61,865				63,566
Stock based compensation			16,429				43,147
Impairment loss			795,000				417,094
Loss on sale of real estate			7,218				34,919
Abandonment of office furniture			—				12,000
Gain on sale of marketable securities			(903,257	)			—
Changes in operating assets and liabilities:
(Increase) decrease in:
Escrow deposits			—				12,817
Interest and fees receivable			(504,578	)			(154,196	)
Other receivables			74,090				13,603
Due from borrowers			(1,537,768	)			385,424
Prepaid expenses			(46,579	)			(9,868	)
Deposits on property and equipment			71,680				(59,680	)
(Decrease) increase in:
Accrued interest			(72	)			(173,203	)
Accounts payable and accrued expenses			122,098				(66,535	)
Deferred revenue			893,591				147,334
Advances from borrowers			982,271				530,944
Total adjustments			633,947				1,919,946
NET CASH PROVIDED BY OPERATING ACTIVITIES			9,627,812				8,115,957
CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of investments			(97,555,422	)			(16,000,680	)
Proceeds from the sale of investments			77,139,664				—
Proceeds from sale of real estate owned			1,816,522				1,087,004
Acquisitions of and improvements to real estate owned			(1,811,980	)			(1,266,949	)
Purchase of property and equipment			(148,857	)			(241,855	)
Security deposits held			5,616				—
Principal disbursements for mortgages receivable			(117,230,923	)			(64,742,552	)
Principal collections on mortgages receivable			54,961,570				43,347,362
NET CASH USED FOR INVESTING ACTIVITIES			(82,823,810	)			(37,817,670	)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from line of credit			30,055,648				42,720,829
Repayment of line of credit			(2,000,000	)			(69,939,952	)
Proceeds from notes sold to shareholder			—				1,017,000
Repayment of notes sold to shareholder			—				(2,217,000	)
Principal payments on mortgage payable			(16,573	)			—
Principal payments on notes payable			(20,751	)			—
Dividends paid			(7,963,128	)			(9,681,823	)
Financing costs incurred			(114,559	)			(2,872,774	)
Proceeds from other loans			257,845				—
Proceeds from mortgage payable			—				795,000
Prepayment of mortgage payable			—				(301,903	)
Proceeds from notes payable, net			—				75,434
Proceeds from issuance of common stock			—				30,544,945
Proceeds from exercise of warrants			—				82,035
Gross proceeds from the issuance of fixed rate notes			56,083,750				58,163,000
Financing costs incurred in connection with fixed rate notes			(2,520,143	)			—
NET CASH PROVIDED BY FINANCING ACTIVITIES			73,762,089				48,384,791
NET INCREASE IN CASH AND CASH EQUIVALENTS			566,091				18,683,078
CASH AND CASH EQUIVALENTS – BEGINNING OF YEAR			18,841,937				158,859
CASH AND CASH EQUIVALENTS – END OF YEAR		$	19,408,028			$	18,841,937

SACHEM CAPITAL CORP.

STATEMENTS OF CASH FLOW (Continued)

		Years Ended
		December 31,
		2020			2019
SUPPLEMENTAL DISCLOSURES OF CASH FLOWS INFORMATION
Taxes paid		$	—		$	—
Interest paid		$	4,945,448		$	2,237,240
SUPPLEMENTAL INFORMATION-NON-CASH
Original Issue Discount		$	280,000		$	—
Dividends declared and payable		$	2,654,976		$	—

SUPPLEMENTAL DISCLOSURES OF NONCASH INVESTING AND FINANCING ACTIVITIES

Real estate acquired in connection with the foreclosure of certain mortgages, inclusive of interest and other fees receivable, during the year ended December 31, 2019 amounted to $5,406,477.

During the year ended December 31, 2019, mortgages receivable, affiliate in the amount of $879,457 were reduced to $0 as the underlying loans were transferred to the Company and are included in mortgages receivable.

Real estate acquired in connection with the foreclosure of certain mortgages, inclusive of interest and other fees receivable, during the year ended December 31, 2020 amounted to $1,553,103.