The ODP Corporation Announces First Quarter 2021 Results

The ODP Corporation Announces First Quarter 2021 Results

First Quarter Revenue of $2.4 Billion with GAAP Diluted EPS of $0.95; Adjusted EPS of $1.21

Low-Cost Model Helped Drive Operating Income of $55 million; Adjusted Operating Income of $91 million

Delivered Significant Cash Flow with $1.7 Billion in Total Available Liquidity at Quarter End

Announced Plans to Separate ODP into Two Independent, Publicly Traded Companies

Board Approves a New $300 Million Stock Repurchase Authorization

Plan for CompuCom Sale Process Continues to Proceed

BOCA RATON, Fla.–(BUSINESS WIRE)–
The ODP Corporation (“ODP,” or the “Company”) (NASDAQ: ODP), a leading provider of business services, products and digital workplace technology solutions through an integrated B2B distribution platform with an online presence and approximately 1,100 stores, today announced results for the first quarter ended March 27, 2021.

Consolidated (in millions, except per share amounts)

1Q21

1Q20

Sales

$2,366

$2,725

Sales change from prior year period

(13)%

 

Operating income

$55

$80

Adjusted operating income (1)

$91

$108

Net income

$53

$45

Diluted earnings per share (2)

$0.95

$0.84

Adjusted net income (1)

$68

$66

Adjusted earnings per share (most dilutive)(2)

$1.21

$1.21

Adjusted EBITDA (1)

$138

$157

Operating Cash Flow

$86

$188

Free Cash Flow (3)

$73

$163

Adjusted Free Cash Flow (4)

$79

$173

First Quarter 2021 Summary(1)(2)

  • Total reported sales of $2.4 billion, down 13% versus last year
  • GAAP operating income of $55 million and net income of $53 million, or $0.95 per diluted share, versus $80 million and $45 million, or $0.84 per diluted share, respectively in the prior year
  • Adjusted operating income of $91 million, down from $108 million in the first quarter of 2020; and adjusted EBITDA of $138 million, down from $157 million in the first quarter of 2020
  • Adjusted net income of $68 million, or adjusted earnings per share of $1.21, versus $66 million or $1.21, respectively in the prior year
  • Operating cash flow of $86 million and adjusted free cash flow of $79 million, versus $188 million and $173 million, respectively in prior year
  • $1.7 billion of total available liquidity including $753 million in cash and cash equivalents

“It’s an exciting day for ODP, as we mark the continued evolution of our B2B pivot and digital transformation, drove solid quarterly results, and took the next step in unlocking shareholder value,” said Gerry Smith, chief executive officer of The ODP Corporation.

“While conditions related to COVID-19 persisted in the quarter and adverse weather temporarily impacted operations in the Southwest, the continued execution of our low-cost model drove solid operating and free cash flow results, as we continued to make meaningful progress on our strategic initiatives. We delivered our value proposition to customers at home, in the office, and through our Retail channel, which experienced strong demand, including a 35% year-over-year increase in our buy online, pick-up in store (BOPIS) offering. While COVID-19 conditions continued to impact our contract channel, we did achieve one of our highest levels of net new customer wins and are encouraged by the increased business activity and traction exiting the quarter,” he added.

“The significant progress on our B2B pivot and digital transformation initiatives have us well positioned for the future. Our digital platform business integrated BuyerQuest, our new procure-to-pay (P2P) platform, and we advanced our collaboration with Microsoft. Additionally, the supplier community continues to gain interest as they realize the broad capabilities and reach of our new digital platform. In all, we are well on our way to pursue future growth in the large and growing business commerce market.”

“Also, as we described in a separate release, we’re taking an important step to unlock shareholder value by planning a tax-free spin-off of our B2B businesses, creating two, independent, publicly-traded companies. As separate companies, we believe all stakeholders will benefit from the increased strategic focus and flexibility, aligned capital structures and growth profiles, which will enhance our prospects for long-term value creation. In support of our strategy, we are happy to announce that our Board has authorized a new $300 million stock repurchase program,” he added.

Consolidated Results

Reported (GAAP) Results

Total reported sales for the first quarter of 2021 were $2.4 billion, a decrease of 13% compared to the first quarter of 2020. The year-over-year decrease in revenue was primarily the result of fewer retail stores in service and lower sales driven by impacts related to the COVID-19 pandemic. Product sales in the first quarter were down 12% relative to the prior year period. Service revenue in the first quarter was down 19% related to lower comparable sales at CompuCom as a result of the COVID-19 outbreak and the previously disclosed malware incident, and lower sales of services in our BSD and Retail Division, both of which were negatively impacted by the COVID-19 outbreak.

Sales Breakdown (in millions)

1Q21

1Q20

Product sales

$2,051

$2,337

Product sales change from prior year

(12)%

 

Service revenues

$315

$388

Service revenues change from prior year

(19)%

 

Total sales

$2,366

$2,725

The Company reported operating income of $55 million in the first quarter of 2021, compared to $80 million in the prior year period. GAAP operating results in the first quarter included a total of $36 million of charges which include $10 million of SG&A expenses related to CompuCom’s efforts to address the malware incident and restore service delivery to impacted customers, $12 million of non-cash asset impairment charges primarily related to the impairment of operating lease right-of-use (ROU) assets associated with the Company’s retail store locations, and $14 million of merger, restructuring and other operating costs primarily associated with the Maximize B2B Restructuring Plan. Net income was $53 million, or $0.95 per diluted share in the first quarter of 2021, compared to $45 million, or $0.84 per diluted share in the first quarter of 2020.

Adjusted (non-GAAP) Results(1)(2)

Adjusted results for the first quarter of 2021 exclude charges and credits totaling $36 million as defined above, as well as a credit of $7 million for other income related to the release of certain liabilities of its former European Business, and the tax impacts associated with the above items.

  • First quarter of 2021 adjusted EBITDA was $138 million compared to $157 million in the prior year period. This included adjusted depreciation and amortization(5) of $44 million and $49 million in the first quarters of 2021 and 2020, respectively.

  • First quarter 2021 adjusted operating income was $91 million compared to $108 million in the first quarter of 2020, including the impacts related to the COVID-19 pandemic.

  • First quarter 2021 adjusted net income was $68 million, or $1.21 per diluted share, compared to $66 million, or $1.21 per diluted share, in the first quarter of 2020.

First Quarter Division Results

Business Solutions Division (BSD)

  • Reported sales were $1.1 billion in the first quarter of 2021, down 16% compared to the same period last year. Sales performance was impacted by conditions caused by the COVID-19 outbreak, which impacted schools and business operations
  • Demand in our eCommerce channel increased 3% with growth in certain adjacency product sales, which comprised 44% of total BSD revenues in the quarter
  • Operating income was $17 million in the first quarter of 2021 compared to $40 million in the prior year period

Retail Division

  • Reported sales were $1.0 billion in the first quarter of 2021, down 10% versus the prior year period, but up sequentially from $951 million in the fourth quarter of 2020. Planned closures of underperforming stores drove the reported decline with 149 fewer retail outlets at the end of the first quarter as compared to the prior year. The Company closed 8 stores in the quarter and had 1,146 stores at quarter end
  • Partially offsetting these impacts were increased sales per shopper as well as a 35% increase in our buy online, pick up in store (BOPIS) offering
  • Operating income was $100 million in the first quarter of 2021, up 15% over the same period last year. As a percentage of sales, this performance reflects an approximate 210 basis point margin improvement

CompuCom Division

  • Reported sales were $196 million in the first quarter of 2021, down 17% compared to the prior year period. The year-over-year decrease was due primarily to lower services volumes related to the COVID-19 outbreak and other factors, as well as lower billed service revenues as a result of the malware incident
  • CompuCom reported $1 million operating loss in the first quarter of 2021, compared to $3 million operating income in the prior year period
  • The Company continues to make progress on its plan for a value-maximizing sale of its CompuCom Division to maximize CompuCom’s full potential and drive forward its future value and success

B2B Pivot and Digital Transformation Progress

As a primary component of its strategy to drive growth in higher value industry segments, the Company has made significant progress on its B2B pivot and digital transformation initiatives. The Company recently established its new technology business, announced its digital transformation leadership team, acquired one of the leading Procure-to-Pay software companies, and entered into a collaboration with Microsoft corporation.

During the quarter, the Company’s new technology platform business integrated BuyerQuest, its new leading P2P eProcurement software platform, launching new customers and growing its pipeline of new business opportunities. Furthering its collaboration with Microsoft, in April, the Company’s digital technology business successfully completed a live technical demonstration of the platform at an industry technology conference, representing an important step as the Company prepares for a full launch to Microsoft’s Business Central customers scheduled for late 2021. The Company continues to generate strong interest from suppliers as they begin to recognize the expansive reach and innovative capabilities of the new digital platform.

Balance Sheet and Cash Flow

As of March 27, 2021, ODP had total available liquidity of approximately $1.7 billion, consisting of $753 million in cash and cash equivalents and $946 million of available credit under the Third Amended Credit Agreement. Total debt was $367 million.

For the first quarter of 2021, cash provided by operating activities was $86 million, which included less than $1 million in acquisition and integration-related costs and $6 million in restructuring costs, compared to cash provided by operating activities of $188 million in the first quarter of the prior year, which included $4 million and $10 million, respectively, of the same costs. The reduction in operating cash flow was driven primarily by higher working capital usage in the quarter.

Capital expenditures in the quarter were $13 million versus $25 million in the prior year period, reflecting lower investment in retail operations, while continuing growth investments in the Company’s digital transformation, distribution network, and eCommerce capabilities. The cash charges associated with the Company’s Maximize B2B Restructuring Plan and its Business Acceleration Program in the quarter were $5 million and $1 million, respectively. Accordingly, Adjusted Free Cash Flow was $79 million in the first quarter of 2021.

Additionally, as part of its ongoing commitment to drive shareholder value in support of its strategic initiatives, the Company announced today that its Board of Directors authorized a new $300 million stock repurchase program. This new program, available through June 30, 2022, replaces the current share repurchase program that was temporarily suspended during the onset of COVID-19. The authorization permits the Company to repurchase common stock from time-to-time through a combination of open market repurchases, privately negotiated transactions, 10b5-1 trading plans, accelerated stock repurchase transactions and/or other derivative transactions. The stock repurchase program may be modified, extended, suspended or discontinued at any time. The exact number and timing of share repurchases will depend on market conditions and other factors, and will be funded through available cash balances. “Reflecting our team’s confidence in the future, this new authorization will allow us to opportunistically enhance the return of capital to shareholders as we execute our strategic initiatives. As we make progress, our Board of Director’s will continue to evaluate our capital allocation plans in order to maximize long-term value for shareholders,” Smith added.

 

(1)

As presented throughout this release, adjusted results represent non-GAAP financial measures and exclude charges or credits not indicative of core operations and the tax effect of these items, which may include but not be limited to merger integration, restructuring, acquisition costs, and asset impairments. Reconciliations from GAAP to non-GAAP financial measures can be found in this release as well as on the Company’s Investor Relations website at investor.theodpcorp.com.

(2)

All share and per share amounts in this release have been retroactively adjusted for the prior period presented to give effect to a 1-for-10 reverse stock split which was effective on June 30, 2020.

(3)

As used in this release, Free Cash Flow is defined as cash flows from operating activities less capital expenditures. Free Cash Flow is a non-GAAP financial measure and reconciliations from GAAP financial measures can be found in this release. Reconciliations from GAAP to non-GAAP financial measures can be found in this release as well as on the Company’s Investor Relations website at investor.theodpcorp.com.

(4)

As used in this release, Adjusted Free Cash Flow is defined as Free Cash Flow excluding cash charges associated with the Company’s Maximize B2B Restructuring Plan and its Business Acceleration Program. Adjusted Free Cash Flow is a non-GAAP financial measure and reconciliations from GAAP financial measures can be found in this release as well as on the Company’s Investor Relations website at investor.theodpcorp.com.

(5)

Adjusted depreciation and amortization each represents a non-GAAP financial measure and excludes accelerated depreciation caused by updating the salvage value and shortening the useful life of depreciable fixed assets to coincide with planned store closures under an approved restructuring plan, but only if impairment is not present. Accelerated depreciation charges are restructuring expenses. Reconciliations from GAAP to non-GAAP financial measures can be found in this release as well as on the Company’s Investor Relations website at investor.theodpcorp.com.

 

About The ODP Corporation

The ODP Corporation (NASDAQ:ODP) is a leading provider of business services and supplies, products and digital workplace technology solutions to small, medium and enterprise businesses, through an integrated business-to-business (B2B) distribution platform, which includes world-class supply chain and distribution operations, dedicated sales professionals and technicians, online presence, and approximately 1,100 stores. Through its banner brands Office Depot®, OfficeMax®, CompuCom® and Grand&Toy®, as well as others, the Company offers its customers the tools and resources they need to focus on their passion of starting, growing and running their business. For more information, visit news.theodpcorp.com and investor.theodpcorp.com.

The ODP Corporation and Office Depot are trademarks of The Office Club, Inc. OfficeMax is a trademark of OMX, Inc. CompuCom is a trademark of CompuCom Systems, Inc. Grand&Toy is a trademark of Grand & Toy, LLC in Canada. ©2021 Office Depot, LLC. All rights reserved. Any other product or company names mentioned herein are the trademarks of their respective owners.

FORWARD LOOKING STATEMENTS

This communication may contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These statements or disclosures may discuss goals, intentions and expectations as to future trends, plans, events, results of operations, cash flow or financial condition, the potential impacts on our business due to the unknown severity and duration of the COVID-19 outbreak, or state other information relating to, among other things, the Company, based on current beliefs and assumptions made by, and information currently available to, management. Forward-looking statements generally will be accompanied by words such as “anticipate,” “believe,” “plan,” “could,” “estimate,” “expect,” “forecast,” “guidance,” “outlook,” “intend,” “may,” “possible,” “potential,” “predict,” “project,” “propose” or other similar words, phrases or expressions, or other variations of such words. These forward-looking statements are subject to various risks and uncertainties, many of which are outside of the Company’s control. There can be no assurances that the Company will realize these expectations or that these beliefs will prove correct, and therefore investors and stakeholders should not place undue reliance on such statements.

Factors that could cause actual results to differ materially from those in the forward-looking statements include, among other things, highly competitive office products market and failure to differentiate the Company from other office supply resellers or respond to decline in general office supplies sales or to shifting consumer demands; competitive pressures on the Company’s sales and pricing; the adverse effects of an unsolicited tender offer on our business, operating results or financial condition; the risk that the Company is unable to transform the business into a service-driven, B2B platform that such a strategy will not result in the benefits anticipated; the risk that the Company will not be able to achieve its strategic plans, including the announced separation of the B2B Operations and the sale of CompuCom, and the high costs in connection with these transactions which may not be recouped if these transactions are not consummated, the risk that the Company may not be able to realize the anticipated benefits of acquisitions due to unforeseen liabilities, future capital expenditures, expenses, indebtedness and the unanticipated loss of key customers or the inability to achieve expected revenues, synergies, cost savings or financial performance; the risk that the Company is unable to successfully maintain a relevant omni-channel experience for its customers; the risk that the Company is unable to execute the Maximize B2B Restructuring Plan successfully or that such plan will not result in the benefits anticipated; the risk that the Company will not be successful in maximizing the full potential of its CompuCom Division; failure to effectively manage the Company’s real estate portfolio; loss of business with government entities, purchasing consortiums, and sole- or limited- source distribution arrangements; failure to attract and retain qualified personnel, including employees in stores, service centers, distribution centers, field and corporate offices and executive management, and the inability to keep supply of skills and resources in balance with customer demand; failure to execute effective advertising efforts and maintain the Company’s reputation and brand at a high level; disruptions in computer systems, including delivery of technology services; breach of information technology systems affecting reputation, business partner and customer relationships and operations and resulting in high costs and lost revenue; unanticipated downturns in business relationships with customers or terms with the suppliers, third-party vendors and business partners; disruption of global sourcing activities, evolving foreign trade policy (including tariffs imposed on certain foreign made goods); exclusive Office Depot branded products are subject to additional product, supply chain and legal risks; product safety and quality concerns of manufacturers’ branded products and services and Office Depot private branded products; covenants in the credit facility; general disruption in the credit markets; incurrence of significant impairment charges; retained responsibility for liabilities of acquired companies; fluctuation in quarterly operating results due to seasonality of the Company’s business; changes in tax laws in jurisdictions where the Company operates; increases in wage and benefit costs and changes in labor regulations; changes in the regulatory environment, legal compliance risks and violations of the U.S. Foreign Corrupt Practices Act and other worldwide anti-bribery laws; volatility in the Company’s common stock price; changes in or the elimination of the payment of cash dividends on Company common stock; macroeconomic conditions such as future declines in business or consumer spending; increases in fuel and other commodity prices and the cost of material, energy and other production costs, or unexpected costs that cannot be recouped in product pricing; unexpected claims, charges, litigation, dispute resolutions or settlement expenses; catastrophic events, including the impact of weather events on the Company’s business; the discouragement of lawsuits by shareholders against the Company and its directors and officers as a result of the exclusive forum selection of the Court of Chancery, the federal district court for the District of Delaware or other Delaware state courts by the Company as the sole and exclusive forum for such lawsuits; and the impact of the COVID-19 pandemic on the Company’s business, including on the demand for its and our customers’ products and services, on trade and transport restrictions and generally on our ability to effectively manage the impacts of the COVID-19 pandemic on our business operations. The foregoing list of factors is not exhaustive. Investors and shareholders should carefully consider the foregoing factors and the other risks and uncertainties described in the Company’s Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, and Current Reports on Form 8-K filed with the U.S. Securities and Exchange Commission. The Company does not assume any obligation to update or revise any forward-looking statements.

 

THE ODP CORPORATION

CONSOLIDATED STATEMENTS OF OPERATIONS

(In millions, except per share amounts)

(Unaudited)

 

 

13 Weeks Ended

 

 

 

March 27,

 

 

March 28,

 

 

 

2021

 

 

2020

 

Sales:

 

 

 

 

 

 

 

 

Products

 

$

2,051

 

 

$

2,337

 

Services

 

 

315

 

 

 

388

 

Total sales

 

 

2,366

 

 

 

2,725

 

Cost of goods sold and occupancy costs:

 

 

 

 

 

 

 

 

Products

 

 

1,609

 

 

 

1,828

 

Services

 

 

223

 

 

 

268

 

Total cost of goods sold and occupancy costs

 

 

1,832

 

 

 

2,096

 

Gross profit

 

 

534

 

 

 

629

 

Selling, general and administrative expenses

 

 

453

 

 

 

521

 

Asset impairments

 

 

12

 

 

 

12

 

Merger, restructuring and other operating expenses, net

 

 

14

 

 

 

16

 

Operating income

 

 

55

 

 

 

80

 

Other income (expense):

 

 

 

 

 

 

 

 

Interest income

 

 

 

 

 

3

 

Interest expense

 

 

(7

)

 

 

(18

)

Other income, net

 

 

11

 

 

 

1

 

Income before income taxes

 

 

59

 

 

 

66

 

Income tax expense

 

 

6

 

 

 

21

 

Net income

 

$

53

 

 

$

45

 

Earnings per share

 

 

 

 

 

 

 

 

Basic

 

$

0.99

 

 

$

0.86

 

Diluted

 

$

0.95

 

 

$

0.84

 

 

THE ODP CORPORATION

CONDENSED CONSOLIDATED BALANCE SHEETS

(In millions, except shares and par value)

 

 

March 27,

 

 

December 26,

 

 

 

2021

 

 

2020

 

 

 

(Unaudited)

 

 

 

 

 

ASSETS

 

 

 

 

 

 

 

 

Current assets:

 

 

 

 

 

 

 

 

Cash and cash equivalents

 

$

753

 

 

$

729

 

Receivables, net

 

 

687

 

 

 

631

 

Inventories

 

 

929

 

 

 

930

 

Prepaid expenses and other current assets

 

 

75

 

 

 

65

 

Total current assets

 

 

2,444

 

 

 

2,355

 

Property and equipment, net

 

 

546

 

 

 

576

 

Operating lease right-of-use assets

 

 

1,096

 

 

 

1,170

 

Goodwill

 

 

677

 

 

 

609

 

Other intangible assets, net

 

 

357

 

 

 

357

 

Deferred income taxes

 

 

156

 

 

 

162

 

Other assets

 

 

322

 

 

 

329

 

Total assets

 

$

5,598

 

 

$

5,558

 

LIABILITIES AND STOCKHOLDERS’ EQUITY

 

 

 

 

 

 

 

 

Current liabilities:

 

 

 

 

 

 

 

 

Trade accounts payable

 

$

959

 

 

$

919

 

Accrued expenses and other current liabilities

 

 

1,141

 

 

 

1,138

 

Income taxes payable

 

 

6

 

 

 

12

 

Short-term borrowings and current maturities of long-term debt

 

 

23

 

 

 

24

 

Total current liabilities

 

 

2,129

 

 

 

2,093

 

Deferred income taxes and other long-term liabilities

 

 

201

 

 

 

197

 

Pension and postretirement obligations, net

 

 

41

 

 

 

43

 

Long-term debt, net of current maturities

 

 

344

 

 

 

354

 

Operating lease liabilities

 

 

923

 

 

 

991

 

Total liabilities

 

 

3,638

 

 

 

3,678

 

Commitments and contingencies

 

 

 

 

 

 

 

 

Stockholders’ equity:

 

 

 

 

 

 

 

 

Common stock — authorized 80,000,000 shares of $0.01 par value; issued shares — 64,604,629 at March 27, 2021 and 62,551,255 at December 26, 2020; outstanding shares — 54,747,436 at March 27, 2021 and 52,694,062 at December 26, 2020

 

 

1

 

 

 

1

 

Additional paid-in capital

 

 

2,697

 

 

 

2,675

 

Accumulated other comprehensive loss

 

 

(27

)

 

 

(32

)

Accumulated deficit

 

 

(356

)

 

 

(409

)

Treasury stock, at cost — 9,857,193 shares at March 27, 2021 and December 26, 2020

 

 

(355

)

 

 

(355

)

Total stockholders’ equity

 

 

1,960

 

 

 

1,880

 

Total liabilities and stockholders’ equity

 

$

5,598

 

 

$

5,558

 

 

THE ODP CORPORATION

CONSOLIDATED STATEMENTS OF CASH FLOWS

(In millions)

(Unaudited)

 

 

13 Weeks Ended

 

 

 

March 27,

 

 

March 28,

 

 

 

2021

 

 

2020

 

Cash flows from operating activities:

 

 

 

 

 

 

 

 

Net income

 

$

53

 

 

$

45

 

Adjustments to reconcile net income to net cash provided by operating activities:

 

 

 

 

 

 

 

 

Depreciation and amortization

 

 

46

 

 

 

49

 

Charges for losses on receivables and inventories

 

 

7

 

 

 

8

 

Asset impairments

 

 

12

 

 

 

12

 

Compensation expense for share-based payments

 

 

10

 

 

 

7

 

Deferred income taxes and deferred tax asset valuation allowances

 

 

6

 

 

 

24

 

Changes in working capital and other operating activities

 

 

(48

)

 

 

43

 

Net cash provided by operating activities

 

 

86

 

 

 

188

 

Cash flows from investing activities:

 

 

 

 

 

 

 

 

Capital expenditures

 

 

(13

)

 

 

(25

)

Businesses acquired, net of cash acquired

 

 

(28

)

 

 

(18

)

Proceeds from collection of notes receivable

 

 

 

 

 

818

 

Other investing activities

 

 

8

 

 

 

1

 

Net cash provided by (used in) investing activities

 

 

(33

)

 

 

776

 

Cash flows from financing activities:

 

 

 

 

 

 

 

 

Net payments on long and short-term borrowings

 

 

(6

)

 

 

(25

)

Debt retirement

 

 

 

 

 

(735

)

Cash dividends on common stock

 

 

 

 

 

(13

)

Share purchases for taxes, net of proceeds from employee share-based

transactions

 

 

(23

)

 

 

(4

)

Repurchase of common stock for treasury

 

 

 

 

 

(30

)

Other financing activities

 

 

(1

)

 

 

(1

)

Net cash used in financing activities

 

 

(30

)

 

 

(808

)

Effect of exchange rate changes on cash and cash equivalents

 

 

1

 

 

 

(12

)

Net increase in cash, cash equivalents and restricted cash

 

 

24

 

 

 

144

 

Cash, cash equivalents and restricted cash at beginning of period

 

 

729

 

 

 

700

 

Cash, cash equivalents and restricted cash at end of period

 

$

753

 

 

$

844

 

Supplemental information on non-cash investing and financing activities

 

 

 

 

 

 

 

 

Right-of-use assets obtained in exchange for new finance lease liabilities

 

$

 

 

$

3

 

Right-of-use assets obtained in exchange for new operating lease liabilities

 

 

11

 

 

 

54

 

Business acquired in exchange for common stock issuance

 

 

35

 

 

 

 

 

THE ODP CORPORATION

BUSINESS UNIT PERFORMANCE

(In millions)

(Unaudited)

 

Business Solutions Division (in millions)

1Q21

1Q20

Sales

$1,127

$1,334

Sales change from prior year

(16)%

 

Division operating income

$17

$40

Division operating income margin

1.5%

3.0%

BSD year-over-year sales performance was impacted by conditions caused by the COVID-19 outbreak, negatively impacting sales primarily in the Company’s contract channel as the operations of many businesses were interrupted and the majority of school systems remained closed to in-class learning. The Company utilized diverse channels and a broader product portfolio to meet customer needs. Demand through its eCommerce channel grew by 3%. Adjacency categories include cleaning and breakroom, personal protective equipment (PPE), technology, furniture, and copy and print, and comprised 44% of total BSD revenues in the quarter. BSD operating income was impacted by lower sales volume related to the effects of the COVID-19 pandemic and product mix, partially offset by cost efficiency measures. The Company’s contract channel experienced stronger demand late in the quarter as more businesses resumed normal operations and a great number of school systems returned to in-class learning.

Retail Division (in millions)

1Q21

1Q20

Sales

$1,039

$1,156

Sales change from prior year

(10)%

 

Division operating income

$100

$87

Division operating income margin

9.6%

7.5%

The Retail Division reported sales were down 10% versus the prior year period related to planned closures of underperforming stores with 149 fewer retail outlets at the end of the first quarter as compared to the prior year. Partially offsetting these impacts were increased sales per shopper, increased demand for certain adjacency product categories, and stronger adoption of our BOPIS offering. Retail Division operating income was up 15% over the same period last year and reflects a 210 basis point margin improvement. The increase in operating income versus the prior year was largely related to lower SG&A from cost savings initiatives, improvements in distribution and inventory management costs, and lower operating lease costs.

CompuCom Division (in millions)

1Q21

1Q20

Sales

$196

$235

Sales change from prior year

(17)%

 

Division operating income

$(1)

$3

Division operating income margin

(0.5)%

1.3%

The CompuCom Division reported sales decrease was due primarily to lower services volumes related to the impact of the COVID-19 pandemic and other factors, as well as lower billed service revenue as a result of the malware incident. Service disruptions related to the malware incident have largely been addressed and service has been restored to all customers. The CompuCom Division reported an operating loss of $1 million in the first quarter of 2021, compared to $3 million operating income in the first quarter of 2020.

THE ODP CORPORATION

GAAP to Non-GAAP Reconciliations

(Unaudited)

We report our results in accordance with accounting principles generally accepted in the United States (“GAAP”). We also review certain financial measures excluding impacts of transactions that are not related to our core operations (“non-GAAP”). Management believes that the presentation of these non-GAAP financial measures enhances the ability of its investors to analyze trends in its business and provides a means to compare periods that may be affected by various items that might obscure trends or developments in its business. Management uses both GAAP and non-GAAP measures to assist in making business decisions and assessing overall performance. Non-GAAP measures help to evaluate programs and activities that are intended to attract and satisfy customers, separate from expenses and credits directly associated with Merger, restructuring, and certain similar items. Certain non-GAAP measures are also used for short and long-term incentive programs.

Our measurement of these non-GAAP financial measures may be different from similarly titled financial measures used by others and therefore may not be comparable. These non-GAAP financial measures should not be considered superior to the GAAP measures, but only to clarify some information and assist the reader. We have included reconciliations of this information to the most comparable GAAP measures in the tables included within this material.

Free cash flow is a non-GAAP measure, which we define as cash flows from operating activities less capital expenditures. We believe that free cash flow is an important indicator that provides additional perspective on our ability to generate cash to fund our strategy and expand our distribution network. Adjusted free cash flow is also a non-GAAP measure, which we define as free cash flow excluding cash charges associated with the Company’s Maximize B2B Restructuring Plan and its Business Acceleration Program.

 
(In millions, except per share amounts)
 

Q1 2021

 

Reported

(GAAP)

 

 

% of

Sales

 

 

Less:

Charges &

Credits

 

 

Adjusted

(Non-

GAAP)

 

 

% of

Sales

 

Selling, general and administrative expenses

 

$

453

 

 

 

19.1

%

 

$

10

 

 

$

443

 

(6)

 

18.7

%

Assets impairments

 

$

12

 

 

 

0.5

%

 

$

12

 

 

$

 

 

 

%

Merger, restructuring and other operating expenses, net

 

$

14

 

 

 

0.6

%

 

$

14

 

 

$

 

 

 

%

Operating income

 

$

55

 

 

 

2.3

%

 

$

(36

)

 

$

91

 

(7)

 

3.8

%

Other income, net

 

$

11

 

 

 

0.5

%

 

$

7

 

 

$

4

 

(8)

 

0.2

%

Income tax expense

 

$

6

 

 

 

0.3

%

 

$

(14

)

 

$

20

 

(9)

 

0.8

%

Net income

 

$

53

 

 

 

2.2

%

 

$

(15

)

 

$

68

 

(10)

 

2.9

%

Earnings per share (most dilutive)

 

$

0.95

 

 

 

 

 

 

$

(0.26

)

 

$

1.21

 

(10)

 

 

 

Depreciation and amortization

 

$

46

 

 

 

1.9

%

 

$

2

 

 

$

44

 

(11)

 

1.9

%

Q1 2020

 

Reported

(GAAP)

 

 

% of

Sales

 

 

Less:

Charges &

Credits

 

 

Adjusted

(Non-

GAAP)

 

 

% of

Sales

 

Assets impairments

 

$

12

 

 

 

0.4

%

 

$

12

 

 

$

 

 

 

%

Merger, restructuring and other operating expenses, net

 

$

16

 

 

 

0.6

%

 

$

16

 

 

$

 

 

 

%

Operating income

 

$

80

 

 

 

2.9

%

 

$

(28

)

 

$

108

 

(7)

 

4.0

%

Income tax expense

 

$

21

 

 

 

0.8

%

 

$

(7

)

 

$

28

 

(9)

 

1.0

%

Net income

 

$

45

 

 

 

1.7

%

 

$

(21

)

 

$

66

 

(10)

 

2.4

%

Earnings per share (most dilutive)

 

$

0.84

 

 

 

 

 

 

$

(0.37

)

 

$

1.21

 

(10)

 

 

 

THE ODP CORPORATION

GAAP to Non-GAAP Reconciliations

(Unaudited)

 

 

13 Weeks Ended

 

 

 

March 27,

 

 

March 28,

 

Adjusted EBITDA:

 

2021

 

 

2020

 

Net income

 

$

53

 

 

$

45

 

Income tax expense

 

 

6

 

 

 

21

 

Income before income taxes

 

 

59

 

 

 

66

 

Add (subtract)

 

 

 

 

 

 

 

 

Interest income

 

 

 

 

 

(3

)

Interest expense

 

 

7

 

 

 

18

 

Adjusted depreciation and amortization (11)

 

 

44

 

 

 

49

 

Charges and credits, pretax (12)

 

 

29

 

 

 

28

 

Adjusted EBITDA

 

$

138

 

 

$

157

 

Amounts may not foot due to rounding. The sum of the quarterly amounts may not equal the reported amounts for the year due to rounding.

 

 

(6)

Adjusted selling, general and administrative expenses for the first quarter of 2021 exclude charges for CompuCom’s malware incident related costs of $10 million.

(7)

Adjusted operating income for all periods presented herein exclude merger, restructuring and other operating expenses, net, asset impairments (if any) and CompuCom’s malware incident related costs (if any).

(8)

Adjusted other income, net for the first quarter of 2021 excludes credits for the release of certain liabilities of our former European Business of $7 million.

(9)

Adjusted income tax expense for all periods presented herein exclude the tax effect of the charges or credits not indicative of core operations as described in the preceding notes.

(10)

Adjusted net income and adjusted earnings per share (most dilutive) for all periods presented exclude merger, restructuring and other operating expenses, net, asset impairments (if any), CompuCom’s malware incident related costs (if any), European Business liabilities release (if any), and exclude the tax effect of the charges or credits not indicative of core operations.

(11)

Adjusted depreciation and amortization for all periods presented herein exclude accelerated depreciation caused by updating the salvage value and shortening the useful life of depreciable fixed assets to coincide with the planned store closures under an approved restructuring plan, but only if impairment is not present. Accelerated depreciation charges are restructuring expenses and included in the Charges and credits, pretax line item.

(12)

Charges and credits, pretax for all periods presented include merger, restructuring and other operating expenses, net, asset impairments (if any), CompuCom’s malware incident related costs (if any) and European Business liabilities release (if any).

THE ODP CORPORATION

GAAP to Non-GAAP Reconciliations

(Unaudited)

 

 

13 Weeks Ended

 

 

 

March 27,

 

 

March 28,

 

Free cash flow

 

2021

 

 

2020

 

Net cash provided by operating activities

 

$

86

 

 

$

188

 

Capital expenditures

 

 

(13

)

 

 

(25

)

Free cash flow

 

 

73

 

 

 

163

 

Adjustments for certain cash charges

 

 

 

 

 

 

 

 

Maximize B2B Restructuring Plan

 

 

5

 

 

 

 

Business Acceleration Program

 

 

1

 

 

 

10

 

Adjusted free cash flow

 

$

79

 

 

$

173

 

 

Amounts may not foot due to rounding. The sum of the quarterly amounts may not equal the reported amounts for the year due to rounding.

 

THE ODP CORPORATION

Store Statistics

(Unaudited)

 

 

Q1

 

 

Q1

 

 

 

2021

 

 

2020

 

Retail Division:

 

 

 

 

 

 

 

 

Stores opened

 

 

 

 

 

 

Stores closed

 

 

8

 

 

 

12

 

Total retail stores (U.S.)

 

 

1,146

 

 

 

1,295

 

Total square footage (in millions)

 

 

25.3

 

 

 

28.8

 

Average square footage per store (in thousands)

 

 

22.1

 

 

 

22.3

 

 

Tim Perrott

Investor Relations

561-438-4629

[email protected]

Danny Jovic

Media Relations

561-438-1594

[email protected]

KEYWORDS: United States North America Florida

INDUSTRY KEYWORDS: Retail Specialty Office Products

MEDIA:

Logo
Logo

Genasys Inc. Announces $18.3 Million U.S. Army LRAD® 450XL Systems Order

Company On Track for Record Fiscal Year Revenues and Bookings

SAN DIEGO, May 05, 2021 (GLOBE NEWSWIRE) — Genasys Inc. (NASDAQ: GNSS), the global leader in critical communications systems and solutions, today announced an $18.3 million follow-on order from the U.S. Army (Army). With this and previously received fiscal year 2021 orders, the Company has already exceeded total fiscal year 2020 bookings.

“In addition to the Army order and the recently announced Riverside County, CA mass notification and emergency management software services contract, several key awards are anticipated in the second half of our fiscal year,” stated Richard S. Danforth, Chief Executive Officer of Genasys Inc. “These awards, and other expected orders for Genasys Emergency Management software, Integrated Mass Notification solutions, and LRAD systems, have the Company well-positioned for record fiscal year revenues and bookings. We look forward to reporting our fiscal second quarter results next week on May 13, 2021.”

“The Army and other U.S. military services continue to equip their forces with LRAD’s unmatched long-range communications and scalable escalation of force (EOF) capabilities,” Mr. Danforth added. “This order demonstrates the Army’s ongoing commitment to supplying its soldiers with advanced equipment that enhances communication and saves lives.”

As part of a communication and layered EOF strategy, LRAD systems increase the decision time and distance for military personnel to differentiate between security threats and non-combatants, and scale EOF accordingly to save lives on both sides of the Long Range Acoustic Device®.

Low profile, lightweight and designed to be mounted on tripods, vehicles, small vessels and Common Remotely Operated Weapon Stations (CROWS), the LRAD 450XL is the AHD of choice for U.S. and international defense, homeland security, and law enforcement agencies.

About Genasys Inc.

Genasys is a global provider of critical communications solutions to help keep people safe. Genasys systems are in service in 72 countries around the world in a range of diverse applications, including defense, public safety, national emergency warning systems, mass notification, law enforcement, critical infrastructure protection, and many more. For more information, visit genasys.com.

Forward-Looking Statements

Except for historical information contained herein, the matters discussed are forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934. You should not place undue reliance on these statements. We base these statements on particular assumptions that we have made in light of our industry experience, the stage of product and market development as well as our perception of historical trends, current market conditions, current economic data, expected future developments and other factors that we believe are appropriate under the circumstances. These statements involve risks and uncertainties that could cause actual results to differ materially from those suggested in the forward-looking statements. These forward-looking statements are subject to a number of risks and uncertainties, including without limitation the business impact of health crises or outbreaks of disease, such as epidemics or pandemics and how they may affect our supply chain, and other risks and uncertainties, many of which involve factors or circumstances that are beyond the Company’s control. Risks and uncertainties are identified and discussed in our filings with the Securities and Exchange Commission. These forward-looking statements are based on information and management’s expectations as of the date hereof. Future results may differ materially from our current expectations. For more information regarding other potential risks and uncertainties, see the “Risk Factors” section of the Company’s Form 10-K for the fiscal year ended September 30, 2020. Genasys Inc. disclaims any intent or obligation to update those forward-looking statements, except as otherwise specifically stated.

 



Investor Relations Contacts
Jim Fanucchi and Satya Chillara
Darrow Associates, Inc.
[email protected]

Alico, Inc. Announces Strategic Actions to Increase Long-term Shareholder Returns

FORT MYERS, Fla., May 05, 2021 (GLOBE NEWSWIRE) — Alico, Inc. (“Alico” or the “Company”) (Nasdaq: ALCO) today announces significant enhancements that are expected to generate greater returns for our shareholders.  

In November 2017, the Company announced the Alico 2.0 Modernization Program, which improved the operational efficiencies and optimized asset returns of Alico. Highlights included:

  • Transformed three legacy citrus businesses into a single optimized enterprise now known as Alico Citrus.
  • Reduced operating and G&A costs by 19% without negative impact on business operations.
  • Planted approximately 1.5 million trees over the past four years, which are expected to steadily increase production beginning in fiscal year 2022.
  • Expanded owned citrus operations to 49,000 acres, up from 45,000 acres.
  • Divested more than $105 million of non-strategic assets that historically generated low rates of returns and shut down other parts of the Company’s operations that were not profitable.  
  • Returned more than $136 million of capital through debt repayments, a tender offer, share buybacks and common share dividends since 2015.
  • Reduced the company’s cost of capital and maintained healthy liquidity.

Alico successfully executed these operational initiatives and is now undertaking additional steps in its continuing efforts to create greater shareholder value by establishing a higher sustained level of profitability and cash flow.


Improved Terms for Majority of Fixed Rate Term Debt

Alico has now modified its fixed rate term loans with Metropolitan Life Insurance Company and New England Life Insurance Company (collectively “Metlife”). The interest rate on these loans has been reduced and quarterly principal payments will no longer be required. As of May 1, 2021, this long-term debt will be interest-bearing only, and the principal balance will be fixed until maturity in November 2029, when a balloon payment will be due, or the balance is refinanced. As of May 1, 2021, the annual interest rate on this debt was reduced from 4.15% to 3.85%. In April 2021, Alico prepaid without penalty approximately $10.3 million to reduce the principal of this fixed rate debt to $70 million, using net proceeds from an asset sale announced in the same month. These modifications are expected to reduce debt service to between $5 million and $6 million per year. Nominal fees and no penalties were incurred to modify these loans.

In addition, Alico retains the option to prepay approximately $40 million of variable rate term loans with Metlife without penalty. If net proceeds from future asset sales are used to prepay the entire amount of that variable rate term debt, Alico would be expected to decrease its debt service by another $3 million to $3.5 million annually. If such a repayment was made in fiscal 2022, Alico would require only approximately $5.1 million to service its remaining $88.2 million of debt, which is a substantial decrease from approximately $21.2 million used for debt service in fiscal 2020, which included approximately $4.5 million that the Company opportunistically prepaid.


Real Estate Asset Sales

As announced in April 2021, Alico completed the sale of 5,734 acres of ranch land to the State of Florida for approximately $14.4 million. The net balance, after-tax, of these funds was used to prepay a portion of the Metlife fixed term loans before the principal balance was fixed through 2029. Since 2017, Alico has sold more than 26,000 acres of ranch land and adjacent farmland for more than $72.7 million. Today, Alico is disclosing that it is under contract to sell, or in final negotiations to sell, approximately 15,000 additional acres of the Alico Ranch to approximately 10 different parties. If those transactions successfully close, approximately 33,000 acres of the Alico Ranch would remain unsold.

Alico also continues to own a portfolio of mineral and aggregate rights in Florida, which includes substantial sand reserves that may be valuable for use in the robust construction activity taking place in Southwestern Florida.


Increase in Common Share Dividend

Since fiscal year 2019, the Company has tripled its quarterly dividend to $0.18 from $0.06.

As previously noted, cash flow is expected to increase substantially in the near-term as asset sales are completed. After-tax proceeds from the next sales are expected to retire $40 million of variable rate term loans, which when combined with the impact of the recent fixed rate term loan modifications and prepayments, will improve subsequent annual cash flow by as much as $9.5 million annually. Following those transactions, along with prepaying another term loan which matures in September 2021, the debt structure for the Company should remain fixed through 2029.

It is the expectation of the Alico Board of Directors that the Company is likely to be able to support and sustain a significantly higher quarterly dividend once these debt modifications and prepayments and a portion of the pending real estate sales are concluded.   However, there will not be any change to our dividend policy until most of these transactions have closed. Any increased quarterly dividend would still need to enable the Company to pursue opportunities to acquire additional citrus acreage at attractive prices, repurchase common shares, make other acquisitions, or even consider special dividends in the future as asset sales continue to be realized. All future capital allocation decisions will be evaluated to maximize returns to shareholders.


Capital Expenditures

By the end of fiscal year 2021, Alico will have planted approximately 1.5 million new trees since 2018. This level of planting substantially exceeded Alico’s rate of tree attrition and has increased the Company’s overall density of our citrus groves. Alico will continue to evaluate the optimal density levels at our individual citrus groves but believes the Company is approaching maximum density. Therefore, Alico anticipates lower levels of tree plantings in fiscal 2022 to between 225,000 and 275,000 trees, which is an approximate estimate of the maintenance investment required to meet attrition among the Company’s 5 million trees. The reduction in annual tree plantings will likely decrease our annual cash capital expenditures by approximately $1.5 million to $2.0 million. However, at that lower level of tree plantings, a smaller portion of our growing costs will be capitalized and instead they will be expensed each year when the fruit is harvested.


Financial Improvements

Alico believes there are several ways its financial performance will improve.

  • Alico expects its increased plantings of approximately 1.5 million trees over the last four years has the potential in the long term to return the Company’s annual citrus production to 10 million boxes, a level last experienced in fiscal 2015. Citrus trees typically take approximately four years after planting to generate meaningful production and usually reach mature production after seven or eight years. The impact of weather-related events has impacted recent production, which was 7.6 million boxes in fiscal 2020 and production is likely to decrease again in fiscal 2021 to 6.3 million boxes.
  • The Company has significantly reduced its general and administrative expenses with the implementation of the Alico 2.0 Modernization Program, and believes through its continued efforts to become more efficient, it can reduce these expenses by an additional five (5) percent. This would result in a reduction of expenses by approximately $0.5 million.
  • In July 2020, Alico entered into an agreement to provide third-party caretaking management services to a top ten citrus grower with more than 7,000 citrus acres. Alico is reimbursed for all of its out-of-pocket costs and receives an annual fee based on acres managed. This line of business now contributes approximately $1.5 million in fees annually, and the Company is continuing to pursue similar third-party caretaking management service engagements for other large growers. Alico believes it can increase this line of business substantially each year beginning in fiscal 2022.
  • Alico intends to focus on maintaining its cash growing costs at consistent levels over the next several years. Alico believes there are potential cost savings opportunities related to citrus acres acquired in fiscal year 2020 as well as expanding its third-party caretaking management services. However, these improvements may be offset by future wage increases, which are likely. Also, as mentioned previously, the Company anticipates a smaller portion of the indirect costs associated with the caretaking of new plantings will be allocated to capital expenditures as the number of trees planted decreases. The impact of that lower level of capital expenditure will be that a greater portion of growing costs will be expensed instead of capitalized.

Based upon these financial improvements, Alico is now targeting average annual Adjusted EBITDA in the range of $35 and $45 million, commencing in fiscal year 2024.

About Alico

Alico, Inc. primarily operates two divisions: Alico Citrus, one of the nation’s largest citrus producers, and Land Management and Other Operations, which include environmental services, land leasing and related support operations. Learn more about Alico (Nasdaq: “ALCO”) at www.alicoinc.com.

Forward-Looking Statements

This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking statements are based on Alico’s current expectations about future events and can be identified by terms such as “plans,” “expect,” “may,” “anticipate,” “intend,” “should be,” “will be,” “is likely to,” “believes,” and similar expressions referring to future periods.

Alico believes the expectations reflected in the forward-looking statements are reasonable but cannot guarantee future results, level of activity, performance, or achievements. Actual results may differ materially from those expressed or implied in the forward-looking statements. Therefore, Alico cautions you against relying on any of these forward-looking statements. Factors which may cause future outcomes to differ materially from those foreseen in forward-looking statements include, but are not limited to: changes in laws, regulation and rules, including tax laws and tax rates; weather conditions that affect production, transportation, storage, demand, import and export of fresh product and their by-products; increased pressure from diseases including citrus greening and citrus canker, as well as insects and other pests; disruption of water supplies or changes in water allocations; market pricing of citrus; pricing and supply of raw materials and products; market responses to industry volume pressures; pricing and supply of energy; changes in interest rates; availability of refinancing; availability of financing for land development activities and other growth and corporate opportunities; onetime events; acquisitions and divestitures ability to make strategic acquisitions or divestitures; ability to redeploy proceeds from divestitures; ability to consummate selected land acquisitions; ability to take advantage of tax deferral options; seasonality; labor disruptions; inability to pay debt obligations; inability to engage in certain transactions due to restrictive covenants in debt instruments; government restrictions on land use; changes in agricultural land values; impact of the COVID-19 outbreak and coronavirus pandemic on our agriculture operations, including without limitation demand for product, supply chain, health and availability of our labor force, the labor force of contractors we engage, and the labor force of our competitors; other risks related to the duration and severity of the COVID-19 outbreak and coronavirus pandemic and its impact on Alico’s business; the impact of the COVID-19 outbreak and coronavirus pandemic on the U.S. and global economies and financial markets; access to governmental loans and incentives; any reduction in the public float resulting from repurchases of common stock by Alico; changes in equity awards to employees; whether the Company’s dividend policy, including its recent increased dividend amounts, is continued; whether the Company’s cash flow can support and sustain the Company’s dividend policy, including any future increases in dividend amounts; expressed desire of certain of our shareholders to liquidate their shareholdings by virtue of past market sales of common stock, by sales of common stock or by way of future transactions; political changes and economic crises; ability to implement ESG initiatives; competitive actions by other companies; increased competition from international companies; changes in environmental regulations and their impact on farming practices; the land ownership policies of governments; changes in government farm programs and policies and international reaction to such programs; changes in pricing calculations with our customers; fluctuations in the value of the U.S. dollar, interest rates, inflation and deflation rates; length of terms of contracts with customers; impact of concentration of sales to one customer; impact of concentration of sales to one customer; changes in and effects of crop insurance programs, global trade agreements, trade restrictions and tariffs; soil conditions, harvest yields, prices for commodities, and crop production expenses. Other risks and uncertainties include those that are described in Alico’s SEC filings, which are available on the SEC’s website at http://www.sec.gov. Alico undertakes no obligation to subsequently update or revise the forward-looking statements made in this press release, except as required by law.

This press release also contains financial projections that are necessarily based upon a variety of estimates and assumptions which may not be realized and are inherently subject, in addition to the risks identified in the forward-looking statement disclaimer, to business, economic, competitive, industry, regulatory, market and financial uncertainties, many of which are beyond the Company’s control. There can be no assurance that the assumptions made in preparing the financial projections will prove accurate. Accordingly, actual results may differ materially from the financial projections.

Investor Contact:

Investor Relations
(646) 277-1254
[email protected]

Richard Rallo
Senior Vice President and Chief Financial Officer
(239) 226-2000
[email protected]



Primo Water Corporation Announces $50 Million Share Repurchase Program, Declaration of Quarterly Dividend and Results of Voting for Directors at Annual and Special Meeting of Shareowners

PR Newswire

TAMPA, Fla., May 5, 2021 /PRNewswire/ – Primo Water Corporation (NYSE: PRMW) (TSX: PRMW) (the “Company” or “Primo”), a leading provider of water direct to consumers and water filtration services in North America and Europe as well as a leading provider of water dispensers, purified and spring bottled water, and self-service refill drinking water in the U.S. and Canada,  announced that its Board of Directors authorized a new $50 million share repurchase program and declared a quarterly dividend.  Primo also announced the results of voting for directors at its annual and special meeting of shareowners held on May 4, 2021 (the “Meeting”). 

SHARE REPURCHASE PROGRAM    

The Board of Directors authorized a new $50 million share repurchase program which commences on May 10, 2021 and expires on May 9, 2022. Under the program, the Company’s common shares may be repurchased periodically in open market or privately negotiated transactions through the facilities of the NYSE.

“With our successful transformation into a pure play water company and successfully navigating the pandemic over the last twelve months, we have sufficient liquidity to fund our tuck-in acquisition program, in addition to an opportunistic return of capital plan in 2021,” said Tom Harrington, Primo’s Chief Executive Officer. “Our new share repurchase program reflects the Board’s confidence in our future performance and our continued long-term cash flow generation and demonstrates our ongoing commitment to providing fundamental value for our shareholders.”

The actual timing, manner, number, and value of shares repurchased under the program will be determined by management at its discretion and will depend on a number of factors, including the market price of Primo’s common shares, general market and economic conditions, applicable law and other requirements, and other business considerations, provided however that the price per common share will not exceed the market price as at the date of acquisition (plus reasonable brokerage fees and commissions) in accordance with applicable securities laws and exchange rules. 

DECLARATION OF DIVIDEND

Primo also announced that its Board of Directors declared a dividend of US$0.06 per share on common shares, payable in cash on June 16, 2021 to shareowners of record at the close of business on June 4, 2021.

VOTING RESULTS FOR ELECTION OF DIRECTORS     

By a vote conducted by ballot, each of the nominees listed in the proxy statement dated March 25, 2021 was elected as a director of the Company at the Meeting. The detailed voting results are as follows:

 Nominee


# of
Votes For


% of Votes
For


# of Votes
Withheld


% of Votes
Withheld

Britta Bomhard

132,858,439

99.56%

585,198

0.44%

Susan E. Cates

133,193,177

99.81%

250,460

0.19%

Jerry Fowden

132,204,482

99.07%

1,239,155

0.93%

Stephen H. Halperin

128,855,955

96.56%

4,587,682

3.44%

Thomas J. Harrington

132,456,176

99.26%

987,461

0.74%

Gregory Monahan

129,021,609

96.69%

4,422,028

3.31%

Mario Pilozzi

132,406,615

99.22%

1,037,022

0.78%

Billy D. Prim

132,459,652

99.26%

983,985

0.74%

Eric Rosenfeld

104,185,846

78.07%

29,257,791

21.93%

Graham W. Savage

131,853,148

98.81%

1,590,489

1.19%

Steven P. Stanbrook

131,196,433

98.32%

2,247,204

1.68%

Details of the voting results on all matters considered at the Meeting are available in the Company’s report of voting results, which is available under the Company’s profile on SEDAR at www.sedar.com.

ABOUT PRIMO WATER CORPORATION

Primo Water Corporation is a leading pure-play water solutions provider in North America, Europe and Israel and generates approximately $2.0 billion in annual revenue. Primo operates largely under a recurring razor/razorblade revenue model. The razor in Primo’s revenue model is its industry leading line-up of sleek and innovative water dispensers, which are sold through major retailers and online at various price points or leased to customers. The dispensers help increase household penetration which drives recurring purchases of Primo’s razorblade offering. Primo’s razorblade offering is comprised of Water Direct, Water Exchange, and Water Refill. Through its Water Direct business, Primo delivers sustainable hydration solutions across its 21-country footprint direct to the customer’s door, whether at home or to commercial businesses. Through its Water Exchange and Water Refill businesses, Primo offers pre-filled and reusable containers at over 13,000 locations and water refill units at approximately 22,000 locations, respectively. Primo also offers water filtration units across its 21-country footprint representing a top five position.

Primo’s water solutions expand consumer access to purified, spring and mineral water to promote a healthier, more sustainable lifestyle while simultaneously reducing plastic waste and pollution. Primo is committed to its water stewardship standards and is proud to partner with the International Bottled Water Association (IBWA) in North America as well as with Watercoolers Europe (WE), which ensure strict adherence to safety, quality, sanitation and regulatory standards for the benefit of consumer protection.

Primo is headquartered in Tampa, Florida (USA). For more information, visit www.primowatercorp.com.


Safe Harbor Statements

This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934 conveying management’s expectations as to the future based on plans, estimates and projections at the time Cott makes the statements. Forward-looking statements involve inherent risks and uncertainties and Primo cautions you that a number of important factors could cause actual results to differ materially from those contained in any such forward-looking statement. The forward-looking statements contained in this press release include, but are not limited to, statements related to the amount of shares that may be repurchased under the share repurchase program. The forward-looking statements are based on assumptions regarding management’s current plans and estimates. Management believes these assumptions to be reasonable but there is no assurance that they will prove to be accurate.

Cision View original content to download multimedia:http://www.prnewswire.com/news-releases/primo-water-corporation-announces-50-million-share-repurchase-program-declaration-of-quarterly-dividend-and-results-of-voting-for-directors-at-annual-and-special-meeting-of-shareowners-301283795.html

SOURCE Primo Water Corporation

Trane Technologies Ties ESG Metrics to Executive and Employee Compensation as it Accelerates Bold 2030 Sustainability Commitments

Trane Technologies Ties ESG Metrics to Executive and Employee Compensation as it Accelerates Bold 2030 Sustainability Commitments

SWORDS, Ireland–(BUSINESS WIRE)–
Trane Technologies (NYSE: TT), a global climate innovator, announced today that it has revised its executive and senior leader incentive plan to link directly to Environmental, Social and Governance (ESG) metrics that align with the company’s bold 2030 Sustainability Commitments.

The company’s revised annual incentive plan, which starts this year, holds top executives and approximately 2,300 company leaders accountable for meeting the company’s ambitious social and environmental sustainability goals. In addition to tying leaders’ annual cash incentives to ESG metrics, all salaried employee performance plans now must include at least one goal tied to the company’s 2030 sustainability commitments.

“We are leading with a bold purpose to challenge what’s possible for a sustainable world, and have embedded leading environmental, social and governance practices into our strategy and operations,” said Mike Lamach, Trane Technologies chairman and CEO. “Solving major global challenges like climate change and creating a more diverse and inclusive workplace requires courage, innovation, and accountability. Having everyone pull in the same direction toward our sustainability goals reinforces the right behaviors and decision-making to build a sustainable future for our customers, communities and the planet.”

The annual incentive plan for leaders, historically based on financial performance metrics, now also includes an ESG factor based on several sustainability metrics, which could decrease or increase leader incentive payments by up to 20 percent, for a total impact range of 40 percent.

Employees’ performance rating and annual merit increase above base compensation are affected by their performance on sustainability objectives, as well as other business goals. “Everyone plays an important role in our shared purpose as a climate innovation leader,” said Lamach.

The ESG factor in the annual incentive plan for leaders connects to the following three categories:

The Gigaton Challenge (Scope 3 Emissions)

Trane Technologies’ Gigaton Challenge is aimed at reducing customer carbon emissions by a billion metric tons. This will require reducing emissions from products and services by nearly 50 percent by 2030, an ambitious target that has been validated by the Science Based Targets initiative (SBTi). The incentive plan includes an annual greenhouse gas reduction target toward the gigaton goal.

The company has made significant progress against its Gigaton Challenge, as reported in its annual ESG report, “Bold Action for a Sustainable Future,” released last week. In 2020, the company reduced customer greenhouse gases on track with its gigaton goal through sustainable innovation for heating and cooling buildings and transportation of food, medicines and vaccines.

Trane Technologies also has joined the United Nations Framework Convention on Climate Change (UNFCCC) Race to Zero international campaign for a healthy, resilient, zero-carbon recovery.

Leading by Example (Carbon Neutral Operations)

The incentive plan also includes an annual target in support of the company’s “Leading by Example” commitment to achieve net-carbon neutral emissions across its global footprint by 2030.

In 2020, the company made progress toward this goal, including meeting 39 percent of its electricity demand with renewable energy and achieving significant carbon savings from operational efficiencies and returnable packaging projects.

Opportunity for All (Gender, Racial and Ethnic Diversity)

In addition, the incentive plan includes an annual target for increasing women in management roles globally, and a target for increasing racial and ethnic diversity in the U.S. salaried workforce. These goals support the company’s “Opportunity for All” 2030 commitments to achieve gender parity in leadership, workforce diversity reflective of our communities, and community initiatives that support equitable education and pathways to green and STEM careers. The company has made strides toward its diversity goals, with leadership positions held by women at more than 2x the average for S&P 1500 companies.

To accelerate progress in this area, the company was the first in its industry to join Paradigm4Parity, a business coalition to close the gender gap in corporate leadership. Trane Technologies is also a founding member of OneTen, a corporate coalition that aims to upskill, hire, and advance careers for Black Americans.

In addition to measuring results on the specific annual targets, the Compensation Committee of the Trane Technologies Board of Directors will assess the company’s overall accomplishments on Environmental, Social and Governance leadership and the degree to which the company has met, exceeded or fallen short of expectations.

To read Bold Action for a Sustainable Future, or learn more about Trane Technologies’ 2030 Sustainability Commitments, please visit our 2030 Sustainability Commitments website page.

About Trane Technologies

Trane Technologies is a global climate innovator. Through our strategic brands Trane and Thermo King, and our environmentally responsible portfolio of products and services, we bring efficient and sustainable climate solutions to buildings, homes, and transportation. Learn more at tranetechologies.com.

Media:

Jennifer Regina, Trane Technologies

+1-630- 390-8011, [email protected]

Investors:

Zachary Nagle, Trane Technologies

+1-704-990-3913, [email protected]

KEYWORDS: Ireland Europe

INDUSTRY KEYWORDS: Professional Services Utilities Environment Human Resources Energy Construction & Property Building Systems

MEDIA:

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SQZ Biotech to Present at BofA Securities 2021 Virtual Health Care Conference

SQZ Biotech to Present at BofA Securities 2021 Virtual Health Care Conference

WATERTOWN, Mass.–(BUSINESS WIRE)–
SQZ Biotechnologies (NYSE:SQZ), a cell therapy company developing novel treatments for multiple therapeutic areas, today announced that management will be participating in the BofA (Bank of America) Securities 2021 Virtual Health Care Conference taking place May 11-13, 2021. Armon Sharei, PhD, chief executive officer, will present a corporate overview on May 12 at 8:00am EDT with a virtual webcast and the company will be hosting one on one meetings.

More information about and access to the webcast for the presentation are available on the Investors & Media section of the company website. The webcast will be available for 90 days following the presentation.

About SQZ Biotechnologies

SQZ Biotechnologies is a clinical-stage biotechnology company developing transformative cell therapies for patients with cancer, infectious diseases, and other serious conditions. Using its proprietary technology, SQZ Biotechnologies offers the unique ability to deliver multiple materials into many patient cell types to engineer what we believe can be an unprecedented range of potential therapeutics for a variety of diseases. SQZ Biotechnologies has the potential to create well-tolerated cell therapies that can provide therapeutic benefit for patients and to improve the patient experience over existing cell therapy approaches. With accelerated production timelines under 24 hours and the opportunity to eliminate preconditioning and lengthy hospital stays, our goal is to use the SQZ approach to establish a new paradigm for cell therapies. Our first therapeutic applications aim to leverage the potential to generate target-specific immune responses, both in activation for the treatment of solid tumors and immune tolerance for the treatment of unwanted immune reactions and autoimmune diseases. For more information, please visit www.sqzbiotech.com.

SQZ Biotechnologies IR Contact:

Rebecca Cohen

Corporate and Investor Relations

[email protected]

617-758-8672 ext. 728

SQZ Biotechnologies Media Contact:

John Lacey

Corporate Communications

[email protected]

781-392-5514

KEYWORDS: United States North America Massachusetts

INDUSTRY KEYWORDS: Biotechnology Infectious Diseases Health Pharmaceutical Oncology

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The ODP Corporation Announces Plans to Separate into Two Independent, Publicly Traded Companies

The ODP Corporation Announces Plans to Separate into Two Independent, Publicly Traded Companies

Plans Tax-Free Spin-Off of Its Business-to-Business (B2B) Solutions Provider (“NewCo”)

Separation Creates Strategic Flexibility and Enhances Prospects for Shareholder Value Creation

Expects to Complete Separation During First Half of 2022

BOCA RATON, Fla.–(BUSINESS WIRE)–
The ODP Corporation (NASDAQ: ODP), a leading provider of business services, products and digital workplace technology solutions through an integrated B2B distribution platform with an online presence and approximately 1,100 stores (the “Company”), announced today that its Board of Directors has unanimously approved a plan to pursue a separation of the Company into two independent, publicly traded companies, each with a unique and highly focused strategy and investment profile:

  • ODP – a leading provider of retail consumer and small business products and services distributed via approximately 1,100 Office Depot and OfficeMax retail locations and an award-winning eCommerce presence, officedepot.com; and
  • “NewCo” – a leading B2B solutions provider (ODP’s Business Solutions Division contract business, Grand & Toy and ODP’s independent regional office supply distribution businesses) serving small, medium and enterprise level companies. NewCo will also own the Company’s newly formed B2B digital platform technology business, including BuyerQuest, as well as the Company’s global sourcing office and its other sourcing, supply chain and logistics assets.

The separation is expected to occur through a distribution of shares of NewCo as a tax-free dividend to ODP’s shareholders as of a record date to be determined by the directors of ODP, after which ODP shareholders will own 100% of the equity in both of the publicly traded companies.

“We believe creating two focused, pure-play companies will unlock significant opportunities by improving our ability to meet the needs of our customers, while better matching assets and investment profiles of both companies to generate greater value for our shareholders,” said Gerry Smith, Chief Executive Officer of The ODP Corporation. “Maximizing the strategic focus and financial flexibility of each entity and aligning their go-to-market strategies and capital investments will enable us to meet customer demand. In addition, positioning their respective growth trajectories and shareholder specific return profiles will achieve appropriate market valuations. The separation will also provide exciting opportunities for our employees, whose dedication and talent will enable both companies to realize their full potential.”

Compelling Benefits of the Separation

The ODP Board believes the separation will allow ODP and NewCo to pursue market opportunities, accelerate growth and unlock significant value for shareholders and all stakeholders. ODP expects key benefits of the separation to include:

  • Allowing ODP and NewCo to pursue specific strategies with more targeted investment opportunities and growth objectives;
  • Focusing on customers’ needs through aligned go-to-market strategies and innovation;
  • Attracting talent and leveraging employees’ expertise, supporting their development, and providing greater career development opportunities; and
  • Matching assets and investments to maximize valuation and better align with shareholder return profiles.

Smith continued, “We are fortunate to be undertaking this process from a position of financial, operational, and organizational readiness, with significant liquidity, providing us flexibility in determining how to allocate capital between the separated entities. We are in a position of strength, having recently streamlined our retail operations for cost efficiencies, while adding net new customers for future growth in our BSD contract division and developing a new digital platform business, including the acquisition of BuyerQuest. With the flexibility created by our holding company reorganization last year, and after careful deliberation, we are now ready to take this exciting next step in our evolution.”

Transaction Details

The separation is intended to be completed during the first half of 2022, subject to customary conditions, including final approval by the Company’s Board of Directors, opinions from tax counsel and the favorable ruling by the IRS on the tax-free nature of the transaction to the Company and its shareholders, the filing and effectiveness of a registration statement with the U.S. Securities and Exchange Commission, the approved listing of NewCo’s common stock on a national securities exchange, and the completion of any necessary financings. The separation will not require a vote of ODP shareholders. There can be no assurances regarding the ultimate timing of the separation or that the transaction will be completed at all.

While ODP and NewCo will be separate, independent public companies, they will share commercial agreements that will allow them to continue to leverage scale benefits in such areas as product sourcing and supply chain.

Additional details of the separation are expected to be announced in the coming months, including Board and management leadership of both companies. It is anticipated that both companies will be capitalized to provide the financial flexibility to take advantage of future strategic opportunities.

Simpson Thacher & Bartlett LLP and Goldman Sachs & Co. LLC are acting as legal and financial advisor to the Company, respectively.

Finally, the sale process for CompuCom, ODP’s managed workplace services provider subsidiary, is moving forward as planned, unrelated to and unaffected by today’s announcement.

About The ODP Corporation

The ODP Corporation (NASDAQ:ODP) is a leading provider of business services and supplies, products and digital workplace technology solutions to small, medium and enterprise businesses, through an integrated business-to-business (B2B) distribution platform, which includes world-class supply chain and distribution operations, dedicated sales professionals and technicians, online presence, and approximately 1,100 stores. Through its banner brands Office Depot®, OfficeMax®, CompuCom® and Grand&Toy®, as well as others, the Company offers its customers the tools and resources they need to focus on their passion of starting, growing and running their business. For more information, visit news.theodpcorp.com and investor.theodpcorp.com.

The ODP Corporation and Office Depot are trademarks of The Office Club, Inc. OfficeMax is a trademark of OMX, Inc. CompuCom is a trademark of CompuCom Systems, Inc. Grand&Toy is a trademark of Grand & Toy, LLC in Canada. ©2021 Office Depot, LLC. All rights reserved. Any other product or company names mentioned herein are the trademarks of their respective owners.

This communication contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These statements or disclosures may discuss goals, intentions and expectations as to future trends, plans, events, results of operations, cash flow or financial condition, the potential impacts on our business due to the unknown severity and duration of the COVID-19 outbreak, or state other information relating to, among other things, the Company, based on current beliefs and assumptions made by, and information currently available to, management. Forward-looking statements generally will be accompanied by words such as “anticipate,” “believe,” “plan,” “could,” “will,” “estimate,” “expect,” “forecast,” “guidance,” “outlook,” “intend,” “may,” “possible,” “potential,” “predict,” “project,” “propose” or other similar words, phrases or expressions, or other variations of such words. These forward-looking statements are subject to various risks and uncertainties, many of which are outside of the Company’s control. There can be no assurances that the Company will realize these expectations or that these beliefs will prove correct, and therefore investors and stakeholders should not place undue reliance on such statements.

Factors that could cause actual results to differ materially from those in the forward-looking statements include, among other things, delays or challenges in completing the separation during the expected timeline; risks related to the fulfillment of the conditions to complete the separation; difficulties in ensuring that the spin-off remains tax-free; the expected costs and benefits of the separation; the inability to adequately capitalize the separated companies; changes in demand for the Company’s existing and future products and services; changes to the products and services sold and provided before and after the separation; unanticipated downturns in business relationships with customers; obstacles preventing the separated companies from maximizing profit opportunities, cost savings, and potential synergies; the failure to retain key employees or attract talent for each of the separated companies; the inability of the separated businesses to align their strategies and capital investments to meet customer demands or match their assets and investment profiles; disruption in key business activities or any impact on the Company’s relationships with third parties as a result of the separation; competitive pressures on the Company’s sales and pricing; increases in the cost of material, energy and other production costs, or unexpected costs that cannot be recouped in product pricing; the introduction of competing technology products and services; unexpected technical or marketing difficulties; unexpected claims, charges, litigation, dispute resolutions or settlement expenses; new laws and governmental regulations; the impact of, and government response to, the COVID-19 pandemic; domestic and international economic conditions. The foregoing list of factors is not exhaustive. Investors and shareholders should carefully consider the foregoing factors and the other risks and uncertainties described in the Company’s Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, and Current Reports on Form 8-K filed with the U.S. Securities and Exchange Commission. The Company does not assume any obligation to update or revise any forward-looking statements.

Danny Jovic

Media Relations

561-438-1594

[email protected]

Tim Perrott

Investor Relations

561-438-4629

[email protected]

KEYWORDS: United States North America Florida

INDUSTRY KEYWORDS: Supply Chain Management Online Retail Consumer Electronics Retail Technology Office Products Hardware

MEDIA:

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Clarios Announces Confidential Submission of Draft Registration Statement for Proposed Initial Public Offering

Clarios Announces Confidential Submission of Draft Registration Statement for Proposed Initial Public Offering

MILWAUKEE–(BUSINESS WIRE)–
Clarios today announced that it has confidentially submitted a draft registration statement on Form S-1 with the Securities and Exchange Commission (the “SEC”) relating to the proposed initial public offering of its common stock. The number of shares to be offered and the price range for the proposed offering have not yet been determined. The initial public offering is expected to commence after the SEC completes its review process, subject to market and other conditions. Clarios is a portfolio company of its sponsors, Brookfield Business Partners LP, (NYSE: BBU) (TSX: BBU.UN), a publicly listed business services and industrials company of Brookfield Asset Management Inc., and Caisse de dépôt et placement du Québec.

This press release does not constitute an offer to sell or the solicitation of an offer to buy any securities. Any offers, solicitations or offers to buy, or any sales of securities will be made in accordance with the registration requirements of the Securities Act of 1933, as amended (“Securities Act”). This announcement is being issued in accordance with Rule 135 under the Securities Act.

About Clarios

Clarios is a world leader in advanced energy storage solutions. We partner with our aftermarket and original equipment customers to meet increasing market demand for smarter applications, on a global scale. Our 16,000 employees develop, manufacture and distribute a portfolio of evolving battery technologies for virtually every type of vehicle. Our technologies deliver uniquely sustainable, next-generation performance, and bring reliability, safety and comfort to everyday lives. We add value at every link in the supply chain, ensuring that up to 99% of the materials in our batteries are recovered, recycled and reused, contributing to the progress of the communities we serve and the planet we all share. Clarios is a subsidiary of Brookfield Business Partners.

Forward-Looking Statements

This news release may contain forward-looking statements, which involve risks and uncertainties. Readers are cautioned not to place undue reliance on any of these forward-looking statements. These forward-looking statements speak only as of the date hereof. Clarios undertakes no obligation to update any of these forward-looking statements to reflect events or circumstances after the date of this news release or to reflect actual outcomes, unless required by law.

Investors:

[email protected]

Media:

[email protected]

1-414-214-6522

KEYWORDS: United States North America Wisconsin

INDUSTRY KEYWORDS: Environment Technology Other Energy Utilities Other Technology Energy Hardware Retail Supply Chain Management

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NOW Inc. Reports First Quarter 2021 Results

NOW Inc. Reports First Quarter 2021 Results

HOUSTON–(BUSINESS WIRE)–
NOW Inc. (NYSE: DNOW) announced results for the first quarter ended March 31, 2021.

First Quarter 2021 Financial Highlights

  • Revenue was $361 million for the first quarter of 2021
  • Net loss was $10 million and non-GAAP net loss excluding other costs was $5 million for the first quarter of 2021
  • Diluted loss per share was $0.09 and non-GAAP diluted loss per share excluding other costs was $0.04 for the first quarter of 2021
  • Non-GAAP EBITDA excluding other costs for the first quarter of 2021 was $1 million
  • Cash and cash equivalents was $374 million and long-term debt was zero at March 31, 2021

David Cherechinsky, President and CEO of NOW Inc., added, “We are very pleased with the positive results we achieved this quarter, driven by strong 13% sequential revenue growth. We closed our second acquisition this year in April and remain debt free. Without the heavy cost of debt burden, we have plenty of strategic and balance sheet flexibility with ample liquidity to fund organic growth and to pursue additional acquisition opportunities.

Last year, we committed to achieve break-even EBITDA in the first half of 2021 and achieved our goal a quarter early. I am proud of every one of our employees as their contributions drove such strong results.

We will continue to innovate, focus on both legacy and emerging end-markets, invest in our DigitalNOW® technologies and advance a customer order fulfillment migration to improve our competitiveness as we build a compelling suite of solutions we believe will be unmatched in our industry.”

Prior to the earnings conference call a presentation titled “NOW Inc. First Quarter 2021 Key Takeaways” will be available on the Company’s Investor Relations website.

About NOW Inc.

NOW Inc. is one of the largest distributors to energy and industrial markets on a worldwide basis, with a legacy of over 150 years. NOW Inc. operates primarily under the DistributionNOW and DNOW brands. Through its network of approximately 195 locations and 2,450 employees worldwide, NOW Inc. offers a comprehensive line of products and solutions for the upstream, midstream and downstream energy and industrial sectors. Our locations provide products and solutions to exploration and production companies, energy transportation companies, refineries, chemical companies, utilities, manufacturers and engineering and construction companies.

Statements made in this press release that are forward-looking in nature are intended to be “forward-looking statements” within the meaning of Section 21E of the Securities Exchange Act of 1934 and may involve risks and uncertainties. These statements may differ materially from actual future events or results. Readers are referred to documents filed by NOW Inc. with the U.S. Securities and Exchange Commission, which identify significant risk factors which could cause actual results to differ from those contained in the forward-looking statements.

NOW INC.
CONSOLIDATED BALANCE SHEETS (UNAUDITED)
(In millions, except share data)
 

March 31,

 

December 31,

2021

 

2020

 

ASSETS

Current assets:
Cash and cash equivalents

$

374

 

$

387

 

Receivables, net

 

245

 

 

198

 

Inventories, net

 

247

 

 

262

 

Prepaid and other current assets

 

16

 

 

14

 

Total current assets

 

882

 

 

861

 

Property, plant and equipment, net

 

89

 

 

98

 

Deferred income taxes

 

1

 

 

1

 

Goodwill

 

7

 

 

 

Other assets

 

47

 

 

48

 

Total assets

$

1,026

 

$

1,008

 

LIABILITIES AND STOCKHOLDERS’ EQUITY

Current liabilities:
Accounts payable

$

200

 

$

172

 

Accrued liabilities

 

92

 

 

95

 

Other current liabilities

 

6

 

 

5

 

Total current liabilities

 

298

 

 

272

 

Long-term operating lease liabilities

 

22

 

 

25

 

Other long-term liabilities

 

14

 

 

12

 

Total liabilities

 

334

 

 

309

 

Commitments and contingencies
Stockholders’ equity:
Preferred stock – par value $0.01; 20 million shares authorized;
no shares issued and outstanding

 

 

 

 

Common stock – par value $0.01; 330 million shares authorized; 110,255,003 and
109,951,610 shares issued and outstanding at March 31, 2021 and December 31, 2020, respectively

 

1

 

 

1

 

Additional paid-in capital

 

2,053

 

 

2,051

 

Accumulated deficit

 

(1,218

)

 

(1,208

)

Accumulated other comprehensive loss

 

(144

)

 

(145

)

Total stockholders’ equity

 

692

 

 

699

 

Total liabilities and stockholders’ equity

$

1,026

 

$

1,008

 

NOW INC.
CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)
(In millions, except per share data)
 

Three Months Ended

March 31,

 

December 31,

2021

 

2020

 

2020

 
Revenue

$

361

 

$

604

 

$

319

 

Operating expenses:
Cost of products

 

286

 

 

487

 

 

274

 

Warehousing, selling and administrative

 

79

 

 

130

 

 

81

 

Impairment charges

 

4

 

 

320

 

 

1

 

Operating profit (loss)

 

(8

)

 

(333

)

 

(37

)

Other expense

 

(1

)

 

 

 

(8

)

Income (loss) before income taxes

 

(9

)

 

(333

)

 

(45

)

Income tax provision (benefit)

 

1

 

 

(2

)

 

(1

)

Net income (loss)

$

(10

)

$

(331

)

$

(44

)

Earnings (loss) per share:
Basic earnings (loss) per common share

$

(0.09

)

$

(3.03

)

$

(0.40

)

Diluted earnings (loss) per common share

$

(0.09

)

$

(3.03

)

$

(0.40

)

Weighted-average common shares outstanding, basic

 

110

 

 

109

 

 

110

 

Weighted-average common shares outstanding, diluted

 

110

 

 

109

 

 

110

 

NOW INC.
SUPPLEMENTAL INFORMATION
 
BUSINESS SEGMENTS (UNAUDITED)
(In millions)
 

Three Months Ended

March 31,

 

December 31,

2021

 

2020

 

2020

Revenue:
United States

$

252

$

441

$

224

Canada

 

58

 

78

 

48

International

 

51

 

85

 

47

Total revenue

$

361

$

604

$

319

NOW INC.
SUPPLEMENTAL INFORMATION (CONTINUED)
U.S. GENERALLY ACCEPTED ACCOUNTING PRINCIPLES (GAAP) TO NON-GAAP RECONCILIATIONS
NET INCOME (LOSS) TO NON-GAAP EBITDA EXCLUDING OTHER COSTS RECONCILIATION (UNAUDITED)
(In millions)

Three Months Ended

March 31,

 

December 31,

2021

 

2020

 

2020

 
GAAP net income (loss) (1)

$

(10

)

$

(331

)

$

(44

)

Interest, net

 

 

 

 

 

 

Income tax provision (benefit)

 

1

 

 

(2

)

 

(1

)

Depreciation and amortization

 

6

 

 

10

 

 

5

 

Other costs (2)

 

4

 

 

325

 

 

11

 

EBITDA excluding other costs

$

1

 

$

2

 

$

(29

)

EBITDA % excluding other costs (3)

 

0.3

%

 

0.3

%

 

(9.1

%)

NET INCOME (LOSS) TO NON-GAAP NET INCOME (LOSS) EXCLUDING OTHER COSTS RECONCILIATION (UNAUDITED)
(In millions)
 

Three Months Ended

March 31,

 

December 31,

2021

 

2020

 

2020

 
GAAP net income (loss) (1)

$

(10

)

$

(331

)

$

(44

)

Other costs, net of tax (4) (5)

 

5

 

 

323

 

 

16

 

Net income (loss) excluding other costs (5)

$

(5

)

$

(8

)

$

(28

)

DILUTED EARNINGS (LOSS) PER SHARE TO NON-GAAP DILUTED EARNINGS (LOSS) PER SHARE EXCLUDING OTHER COSTS
RECONCILIATION (UNAUDITED)
 

Three Months Ended

March 31,

 

December 31,

2021

 

2020

 

2020

 
GAAP diluted earnings (loss) per share (1)

$

(0.09

)

$

(3.03

)

$

(0.40

)

Other costs, net of tax (4)

 

0.05

 

 

2.96

 

 

0.15

 

Diluted earnings (loss) per share excluding other costs (5)

$

(0.04

)

$

(0.07

)

$

(0.25

)

(1)

In an effort to provide investors with additional information regarding our results as determined by GAAP, we disclose various non-GAAP financial measures in our quarterly earnings press releases and other public disclosures. The non-GAAP financial measures include: (i) earnings before interest, taxes, depreciation and amortization (EBITDA) excluding other costs, (ii) net income (loss) excluding other costs and (iii) diluted earnings (loss) per share excluding other costs. Each of these financial measures excludes the impact of certain other costs and therefore has not been calculated in accordance with GAAP. A reconciliation of each of these non-GAAP financial measures to its most comparable GAAP financial measure is included in the schedules herein.

(2)

Other costs primarily included impairment charges, as well as net separation and transaction-related expenses, which were included in operating loss.

(3)

EBITDA % excluding other costs is defined as EBITDA excluding other costs divided by Revenue.

(4)

Other costs, net of tax, for the three months ended March 31, 2021 included an expense of $1 million from changes in the valuation allowance recorded against the Company’s deferred tax assets; and $4 million related to the impairment charges, as well as net separation and transaction-related expenses. The Company has excluded the impact of these items on its valuation allowance in computing net income (loss) excluding other costs.

(5)

Totals may not foot due to rounding.

 

Mark Johnson

Senior Vice President and Chief Financial Officer

(281) 823-4754

KEYWORDS: Texas United States North America

INDUSTRY KEYWORDS: Supply Chain Management Packaging Retail Transport Logistics/Supply Chain Management Manufacturing

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Surface Oncology Reports Financial Results and Corporate Highlights for First Quarter 2021

CAMBRIDGE, Mass., May 05, 2021 (GLOBE NEWSWIRE) — Surface Oncology (Nasdaq: SURF), a clinical-stage immuno-oncology company developing next-generation immunotherapies that target the tumor microenvironment, today reported financial results and corporate highlights for the first quarter 2021, as well as anticipated corporate milestones for the second quarter 2021.

“The first quarter of 2021 marked a significant transition for Surface, and I am honored to become CEO during this very exciting time,” said Rob Ross, M.D., chief executive officer. “In June, we will be sharing data with the medical community and investors regarding the clinical progress we have made with our Phase 1 trials of both SRF617 and SRF388. We believe that both of these novel agents have the potential to improve outcomes for patients with cancer, and the data we share in June will be the first step in illustrating this potential.”

Recent Corporate Highlights:

  • On February 11, 2021, Surface announced that Rob Ross, chief medical officer, would succeed Jeff Goater as CEO, effective April 1, 2021.
  • On March 8, 2021, Surface entered into a clinical trial collaboration with Merck, known as MSD outside the United States and Canada, through a subsidiary, to evaluate the safety and efficacy of combining Surface’s SRF388, an investigational antibody therapy targeting IL-27, with Merck’s KEYTRUDA® (pembrolizumab), the first anti-PD-1 therapy approved in the United States. This combination will be studied as a component of the first-in-human Phase 1 study of SRF388 and will be evaluated in patients with solid tumors, with a focus on patients with liver cancer and kidney cancer.  
  • On March 29, 2021, the U.S. Food and Drug Administration granted Orphan Drug Designation for SRF617 for the treatment of patients with pancreatic cancer.
  • Surface presented updated preclinical data on lead candidates SRF617 and SRF388 at the American Association for Cancer Research (AACR) 2021 Annual Meeting, held virtually April 10-15. The poster presentations can be found in the Posters & Publications section of our website.
  • On April 27, 2021, Surface announced the appointment of Henry Rath as chief business officer and the promotions of Alison O’Neill, M.D. to chief medical officer, and Jessica Fees to chief financial officer.

Selected Anticipated Near-term Corporate Milestones:

  • SRF388 clinical data presentation at the American Society of Clinical Oncology (ASCO) 2021 Annual Meeting, to be held virtually June 4-8, 2021.
  • Webcast to provide data from ongoing SRF388 and SRF617 Phase 1 clinical studies, to be held on Friday, June 4, 2021 at 8:00 a.m. ET.
  • Investigational new drug (IND) filing for SRF813, partnered with GlaxoSmithKline, anticipated in 2021.

Financial Results:

As of March 31, 2021, cash, cash equivalents and marketable securities were $171.0 million, compared to $175.1 million on December 31, 2020.

Research and development (R&D) expenses were $10.5 million for the first quarter ended March 31, 2021, compared to $11.3 million for the same period in 2020. This decrease was primarily driven by reduction in headcount as well as decreased facility and lab costs as a result of the strategic restructuring announced in January 2020, partially offset by increased clinical costs as a result of progression in both our SRF617 and SRF388 Phase 1 clinical trials. R&D expenses included $0.8 million in stock-based compensation expense for the first quarter ended March 31, 2021.

General and administrative (G&A) expenses were $5.6 million for the first quarter ended March 31, 2021, compared to $4.8 million for the same period in 2020. This increase was primarily due to increases in personnel- and facility-related costs, including $0.4 million of stock-based compensation resulting from modifications to previously issued stock option awards in connection with the transition of our chief executive officer to chairman of the board. G&A expenses included $1.6 million in stock-based compensation for the first quarter ended March 31, 2021.

For the first quarter ended March 31, 2021, net loss was $15.6 million, or basic and diluted net loss per share attributable to common stockholders of $0.37. Net income was $22.6 million for the same period in 2020, or basic net income per share attributable to common stockholders of $0.81 and diluted net income per share attributable to common stockholders of $0.74.

Financial Outlook:

Surface Oncology continues to project that current cash, cash equivalents and an anticipated near-term milestone from GSK are sufficient to fund the Company through 2023.

About Surface Oncology:

Surface Oncology is an immuno-oncology company developing next-generation antibody therapies focused on the tumor microenvironment. Its pipeline includes two wholly-owned clinical-stage programs targeting CD39 (SRF617) and IL-27 (SRF388), as well as a preclinical program focused on depleting regulatory T cells via targeting CCR8 (SRF114). In addition, Surface has two partnerships with major pharmaceutical companies: a collaboration with Novartis targeting CD73 (NZV930; Phase 1) and a license agreement with GlaxoSmithKline targeting PVRIG (SRF813; preclinical). Surface’s novel cancer immunotherapies are designed to achieve a clinically meaningful and sustained anti-tumor response and may be used alone or in combination with other therapies. For more information, please visit www.surfaceoncology.com.

Cautionary Note Regarding Forward-Looking Statements:

Certain statements set forth in this press release constitute “forward-looking” statements within the meaning of the Private Securities Litigation Reform Act of 1995, as amended. Forward-looking statements can be identified by terms such as “believes,” “expects,” “plans,” “potential,” “would” or similar expressions, and the negative of those terms. These forward-looking statements are based on Surface Oncology’s management’s current beliefs and assumptions about future events and on information currently available to management.

Forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause Surface Oncology’s actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. These risks include, but are not limited to, risks and uncertainties related to Surface Oncology’s ability to successfully develop SRF388 and SRF617 and its other product candidates through current and future milestones or regulatory filings on the anticipated timeline, if at all, the therapeutic potential of Surface Oncology’s product candidates, the risk that results from preclinical studies or early clinical trials may not be representative of larger clinical trials, the risk that Surface Oncology’s product candidates, including SRF388 and SRF617, will not be successfully developed or commercialized, the risks related to Surface Oncology’s dependence on third-parties in connection with its manufacturing, clinical trials and preclinical studies, and the potential impact of COVID-19 on our clinical and preclinical development timelines and results of operations. Additional risks and uncertainties that could affect Surface Oncology’s future results are included in the section titled “Risk Factors” in our Annual Report on Form 10-K for the year ending December 31, 2020, which is available on the Securities and Exchange Commission’s website at www.sec.gov and Surface Oncology’s website at www.surfaceoncology.com.

Additional information on potential risks will be made available in other filings that Surface Oncology makes from time to time with the Securities and Exchange Commission. In addition, any forward-looking statements contained in this press release are based on assumptions that Surface Oncology believes to be reasonable as of this date. Except as required by law, Surface Oncology assumes no obligation to update these forward-looking statements, or to update the reasons if actual results differ materially from those anticipated in the forward-looking statements.

Contacts:

Investors

Matt Lane
[email protected]
617-901-7698

Media

Chris Railey
[email protected]
617-834-0936

Selected Financial Information:

(In thousands, except share and per share amounts)

(Unaudited)

  Three months ended March 31,
Statement of Operations Items 2021   2020
Collaboration revenue – related party $ —        $ 38,592   
License related revenue 1,626        —   
Total revenue $ 1,626        $ 38,592   
Operating expenses:      
Research and development 10,544        11,288   
General and administrative 5,641        4,787   
Total operating expenses 16,185        16,075   
Income (loss) from operations (14,559 )     22,517   
Interest and other income (expense), net (1,002 )     53   
Net income (loss) (15,561 )     22,570   
Net income (loss) per share attributable to common stockholders— basic $ (0.37 )     $ 0.81   
Weighted average common shares outstanding— basic 41,619,362        27,977,145   
Net income (loss) per share attributable to common stockholders— diluted $ (0.37 )     $ 0.74   
Weighted average common shares outstanding— diluted 41,619,362        30,917,452   

Selected Balance Sheet Items: March 31, 2021   December 31, 2020
Cash, cash equivalents and marketable securities $ 171,017      $ 175,141   
Total assets 214,746      217,138   
Accounts payable and accrued expenses 7,754      12,122   
Total stockholders’ equity 159,047      155,747