EnLink Midstream Announces Pricing of $500 Million of Senior Notes Due 2028

PR Newswire

DALLAS, Dec. 14, 2020 /PRNewswire/ — EnLink Midstream, LLC (NYSE: ENLC) (EnLink) today announced the pricing of $500.0 million aggregate principal amount of 5.625% senior notes due January 2028 (the Senior Notes) at a price of 100% of their face value. The Senior Notes will be fully and unconditionally guaranteed on a senior basis by EnLink Midstream Partners, LP (ENLK), a subsidiary of EnLink. The sale of the Senior Notes is expected to close on December 17, 2020, subject to customary conditions.

EnLink intends to use the net proceeds from this offering to repay a portion of the borrowings under its $850 million term loan due December 2021.

The Senior Notes and ENLK’s guarantee are being offered only to qualified institutional buyers in reliance on Rule 144A under the Securities Act of 1933, as amended (the Securities Act), or outside the United States to persons other than “U.S. persons” in compliance with Regulation S under the Securities Act. The Senior Notes and ENLK’s guarantee have not been registered under the Securities Act or the securities laws of any other jurisdiction and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements. This notice is issued pursuant to Rule 135c of the Securities Act, and does not constitute an offer to sell any security, including the Senior Notes or ENLK’s guarantee, nor a solicitation for an offer to purchase any security, including the Senior Notes or ENLK’s guarantee, nor shall there be any sale of the securities in any jurisdiction in which such offer, solicitation, or sale would be unlawful prior to registration, qualification, or exemption under the securities laws of any such jurisdiction.

About the EnLink Midstream Companies
EnLink Midstream reliably operates a differentiated midstream platform that is built for long-term, sustainable value creation. EnLink’s best-in-class services span the midstream value chain, providing natural gas, crude oil, condensate, and NGL capabilities. Our purposely built, integrated asset platforms are in premier production basins and core demand centers, including the Permian Basin, Oklahoma, North Texas, and the Gulf Coast. EnLink’s strong financial foundation and commitment to execution excellence drive competitive returns and value for our employees, customers, and investors. Headquartered in Dallas, EnLink is publicly traded through EnLink Midstream, LLC (NYSE: ENLC).

Forward-Looking Statements

This press release contains forward-looking statements within the meaning of the federal securities laws. Although these statements reflect the current views, assumptions, and expectations of EnLink’s management, the matters addressed herein involve certain assumptions, risks, and uncertainties that could cause actual activities, performance, outcomes, and results to differ materially from those indicated herein. Therefore, you should not rely on any of these forward-looking statements. All statements, other than statements of historical fact, included in this press release constitute forward-looking statements, including but not limited to statements identified by the words “forecast,” “may,” “believe,” “will,” “should,” “plan,” “predict,” “anticipate,” “intend,” “estimate,” and “expect” and similar expressions. Such forward-looking statements include, but are not limited to, statements regarding the anticipated consummation of the offering, the intended use of offering proceeds, the anticipated terms of the securities described herein, other aspects of the offering, and other statements that are not historical facts. Such forward-looking statements are subject to a variety of known and unknown risks, uncertainties, and other factors that are difficult to predict and many of which are beyond management’s control, including risks and uncertainties related to EnLink’s business, market conditions, whether EnLink will consummate the offering, the anticipated terms of the Senior Notes and the anticipated use of proceeds. An extensive list of factors that can affect EnLink’s business are discussed in EnLink Midstream, LLC’s and EnLink Midstream Partners, LP’s filings with the Securities and Exchange Commission, including EnLink Midstream, LLC’s and EnLink Midstream Partners, LP’s Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, and Current Reports on Form 8-K. Neither EnLink Midstream, LLC nor EnLink Midstream Partners, LP assumes any obligation to update any forward-looking statements.

Investor Relations:
Kate Walsh, Vice President of Investor Relations, 214-721-9696, [email protected]
Media Relations: Jill McMillan, Vice President of Strategic Relations and Public Affairs, 214-721-9271, [email protected]

 

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SOURCE EnLink Midstream, LLC

RCI Files 10-K; Positive Operating Cash Flow for 4Q20 & FY20; Conference Call Tuesday at 9 AM ET

PR Newswire

HOUSTON, Dec. 14, 2020 /PRNewswire/ — RCI Hospitality Holdings, Inc. (Nasdaq: RICK) today reported results for the fourth quarter and year ended September 30, 2020 and filed its Form 10-K. Results are not comparable to year-ago periods due to the COVID-19 pandemic, which has caused state and local governments to restrict the opening of locations, occupancy, and operating hours in different ways, at different times.


Eric Langan, President & CEO, said:
 “4Q20 demonstrated our continued progress managing the effects of COVID-19. This has enabled us to serve our guests, keep our teams employed, generate free cash flow, and retain a healthy amount of cash on the balance sheet. Considering the operating environment, both the Bombshells and Nightclubs segments exceeded our expectations. A huge thanks goes out to our loyal customers, dedicated team members, and steadfast investors. Looking ahead, we’re actively pursuing several club acquisitions. We’re in various stages of site acquisition and development of ‘The Next 10’ Bombshells, and we believe we are well-positioned to benefit from the positive effects COVID-19 vaccines could create for our businesses over the course of FY21 and beyond.”

4Q20 Key Points

  • Total revenues of $28.8 million, up 96% from 3Q20 and equal to 64% of 4Q19 revenues
  • Record quarterly Bombshells revenues of $15.5 million, up 82% from 3Q20, with record operating margin of 32.7%
  • Nightclubs revenues of $13.1 million, up 118% from 3Q20
  • Net cash from operating activities of $3.5 million and free cash flow* of $3.4 million
  • GAAP EPS (loss) of ($0.31) and non-GAAP EPS of $0.15
  • $15.6 million cash and cash equivalents at September 30, 2020

FY20 Key Points

  • Total revenues of $132.3 million
  • Net cash from operating activities of $15.6 million and free cash flow of $13.5 million
  • GAAP EPS (loss) of ($0.66) and non-GAAP EPS of $0.51
  • Common shares outstanding at September 30, 2020 of 9.075 million vs. 9.591 million a year ago

1Q21 Update

  • Sales for clubs and restaurants are expected to total $35 million to $37 million, assuming no additional closings/restrictions
  • Currently, 36 locations open (26 clubs and all 10 Bombshells)
  • As of today, RCI has approximately $18 million cash and cash equivalents on hand

Conference Call Tuesday at 9 AM ET

  • Live Participant Phone Number: Toll Free 877-407-9210, International 201-689-8049
  • Access the live webcast, slides or replay here: https://www.webcaster4.com/Webcast/Page/2209/39008
  • Phone replay: Toll Free 877-481-4010, International 919-882-2331, Passcode: 39008

Note

As of the release of this report, we do not know the future extent and duration of the COVID-19 pandemic on our businesses. Lower sales caused by social distancing guidelines could lead to adverse financial results. We are continually monitoring and evaluating the situation and will determine any further measures to be instituted, which could include refinancing several of our debt obligations.

All references to the “company,” “we,” “our,” and similar terms include RCI Hospitality Holdings, Inc. and its subsidiaries, unless the context indicates otherwise.

4Q20 Statement of Operations (All comparisons are to 4Q19)

  • Consolidated revenues of $28.8 million compared to $45.2 million. By segment, Bombshells generated $15.5 million compared to $8.5 million, and Nightclubs generated $13.1 million compared to $35.9 million.
  • 24 of 48 locations (8 Bombshells and 16 clubs) were open throughout most of the quarter. By period end, 44 locations (all 10 Bombshells and 34 clubs) were open.
  • Cost of goods sold was 15.6% vs. 13.8% of revenues due to the change in mix, reflecting a higher proportion of food and a lower proportion of service revenues.
  • Salaries and wages were 28.5% vs. 28.0% of revenues, reflecting effective labor cost management in the face of the changing COVID-19 environment.
  • SG&A was 41.0% vs. 36.8% of revenues and D&A was 7.4% vs. 5.2%, largely reflecting fixed costs on a lower revenue base, with the effect on SG&A partially offset by cost-cutting.
  • Net other charges of $2.0 million, most of which were non-cash, primarily reflected $1.4 million in additional COVID-19 club impairment and a $453K loss primarily related to hurricane damage at a small Louisiana club which is expected to be covered by insurance.
  • Bombshells segment had both record setting $5.1 million operating income at a 32.7% margin on a higher level of sales and more consistent occupancy while operating in line with indoor restrictions.
  • Nightclubs segment had a breakeven performance primarily due to the above mentioned $1.9 million in net other charges. On a non-GAAP basis, Nightclubs had a $2.1 million operating profit at a 16.1% margin.
  • Interest expense was 3.7% lower due to debt paydowns prior to and during 4Q20.
  • Income tax was a $769K expense, which included a non-cash $1.3 million expense for recognizing a deferred tax asset valuation allowance.


September 30, 2020 Balance Sheet (All comparisons are to June 30, 2020)

  • Cash and cash equivalents of $15.6 million compared to $14.8 million.
  • Debt of $141.4 million compared to $142.7 million.

*Non-GAAP Financial Measures

In addition to our financial information presented in accordance with GAAP, management uses certain non-GAAP financial measures, within the meaning of the SEC Regulation G, to clarify and enhance understanding of past performance and prospects for the future. Generally, a non-GAAP financial measure is a numerical measure of a company’s operating performance, financial position or cash flows that excludes or includes amounts that are included in or excluded from the most directly comparable measure calculated and presented in accordance with GAAP. We monitor non-GAAP financial measures because it describes the operating performance of the Company and helps management and investors gauge our ability to generate cash flow, excluding (or including) some items that management believes are not representative of the ongoing business operations of the Company, but are included in (or excluded from) the most directly comparable measures calculated and presented in accordance with GAAP. Relative to each of the non-GAAP financial measures, we further set forth our rationale as follows:

  • Non-GAAP Operating Income and Non-GAAP Operating Margin. We calculate non-GAAP operating income and non-GAAP operating margin by excluding the following items from income from operations and operating margin: (a) amortization of intangibles, (b) impairment of assets, (c) gains or losses on sale of businesses and assets, (d) gains or losses on insurance, and (e) settlement of lawsuits. We believe that excluding these items assists investors in evaluating period-over-period changes in our operating income and operating margin without the impact of items that are not a result of our day-to-day business and operations.
  • Non-GAAP Net Income and Non-GAAP Net Income per Diluted Share. We calculate non-GAAP net income and non-GAAP net income per diluted share by excluding or including certain items to net income attributable to RCIHH common stockholders and diluted earnings per share. Adjustment items are: (a) amortization of intangibles, (b) impairment of assets, (c) costs and charges related to debt refinancing, (d) gains or losses on sale of businesses and assets, (e) gains or losses on insurance, (f) unrealized loss on equity securities, (g) settlement of lawsuits, (h) the income tax effect of the above described adjustments, and (i) deferred tax asset valuation allowance. Included in the income tax effect of the above adjustments is the net effect of the non-GAAP provision for income taxes, calculated at 26.0%, 15.5%, and 24.5% effective tax rate of the pre-tax non-GAAP income before taxes for the 2020, 2019, and 2018, respectively, and the GAAP income tax expense (benefit). We believe that excluding and including such items help management and investors better understand our operating activities. The calculated amount for adjustment (h) above in fiscal 2018 was significantly affected by the change in the statutory federal corporate tax rate caused by the Tax Act.
  • Adjusted EBITDA. We calculate adjusted EBITDA by excluding the following items from net income attributable to RCIHH common stockholders: (a) depreciation and amortization, (b) income tax expense (benefit), (c) net interest expense, (d) gains or losses on sale of businesses and assets, (e) gains or losses on insurance (f) unrealized gains or losses on equity securities, (g) impairment of assets, and (h) settlement of lawsuits. We believe that adjusting for such items helps management and investors better understand our operating activities. Adjusted EBITDA provides a core operational performance measurement that compares results without the need to adjust for federal, state and local taxes which have considerable variation between domestic jurisdictions. The results are, therefore, without consideration of financing alternatives of capital employed. We use adjusted EBITDA as one guideline to assess the unleveraged performance return on our investments. Adjusted EBITDA multiple is also used as a target benchmark for our acquisitions of nightclubs.
  • Management also uses non-GAAP cash flow measures such as free cash flow. Free cash flow is derived from net cash provided by operating activities less maintenance capital expenditures. We use free cash flow as the baseline for the implementation of our capital allocation strategy.

About RCI Hospitality Holdings, Inc. (Nasdaq: RICK)

With more than 40 units, RCI Hospitality Holdings, Inc., through its subsidiaries, is the country’s leading company in gentlemen’s clubs and sports bars/restaurants. Clubs in New York City, Chicago, Dallas/Ft. Worth, Houston, Miami, Minneapolis, St. Louis, Charlotte, Pittsburgh, and other markets operate under brand names such as Rick’s Cabaret, XTC, Club Onyx, Vivid Cabaret, Jaguars Club, Tootsie’s Cabaret, and Scarlett’s Cabaret. Sports bars/restaurants operate under the brand name Bombshells Restaurant & Bar. Please visit http://www.rcihospitality.com/

Forward-Looking Statements

This press release may contain forward-looking statements that involve a number of risks and uncertainties that could cause the company’s actual results to differ materially from those indicated in this press release, including, but not limited to, the risks and uncertainties associated with (i) operating and managing an adult business, (ii) the business climates in cities where it operates, (iii) the success or lack thereof in launching and building the company’s businesses, (iv) cyber security, (v) conditions relevant to real estate transactions, (vi) the impact of the COVID-19 pandemic, and (vii) numerous other factors such as laws governing the operation of adult entertainment businesses, competition and dependence on key personnel. For more detailed discussion of such factors and certain risks and uncertainties, see RCI’s annual report on Form 10-K for the year ended September 30, 2020 as well as its other filings with the U.S. Securities and Exchange Commission. The company has no obligation to update or revise the forward-looking statements to reflect the occurrence of future events or circumstances.

Media & Investor Contacts

Gary Fishman and Steven Anreder at 212-532-3232 or [email protected] and [email protected]

 


RCI HOSPITALITY HOLDINGS, INC.


CONSOLIDATED STATEMENTS OF OPERATIONS

(in thousands, except per share and percentage data)


For the Three Months Ended September 30,


For the Twelve Months Ended September 30,


2020


2019


2020


2019


Amount


% of
Revenue


Amount


% of
Revenue


Amount


% of
Revenue


Amount


% of
Revenue

Revenues

Sales of alcoholic beverages

$        13,795

47.9%

$  18,774

41.6%

$  59,080

44.6%

$  75,140

41.5%

Sales of food and merchandise

7,082

24.6%

6,655

14.7%

24,460

18.5%

25,830

14.3%

Service revenues

6,714

23.3%

16,446

36.4%

41,162

31.1%

68,055

37.6%

Other

1,195

4.2%

3,308

7.3%

7,625

5.8%

12,034

6.6%

Total revenues

28,786

100.0%

45,183

100.0%

132,327

100.0%

181,059

100.0%

Operating expenses

Cost of goods sold

Alcoholic beverages sold

2,271

16.5%

3,762

20.0%

11,097

18.8%

15,303

20.4%

Food and merchandise sold

2,154

30.4%

2,199

33.0%

8,071

33.0%

9,056

35.1%

Service and other

62

0.8%

271

1.4%

267

0.5%

578

0.7%

Total cost of goods sold (exclusive of items shown below)

4,487

15.6%

6,232

13.8%

19,435

14.7%

24,937

13.8%

Salaries and wages

8,204

28.5%

12,665

28.0%

39,070

29.5%

49,833

27.5%

Selling, general and administrative

11,803

41.0%

16,633

36.8%

51,692

39.1%

59,896

33.1%

Depreciation and amortization

2,140

7.4%

2,354

5.2%

8,836

6.7%

9,072

5.0%

Other charges (gains), net

1,960

6.8%

4,870

10.8%

10,548

8.0%

2,620

1.4%

Total operating expenses

28,594

99.3%

42,754

94.6%

129,581

97.9%

146,358

80.8%

Income (loss) from operations

192

0.7%

2,429

5.4%

2,746

2.1%

34,701

19.2%

Other income (expenses)

Interest expense

(2,408)

-8.4%

(2,500)

-5.5%

(9,811)

-7.4%

(10,209)

-5.6%

Interest income

61

0.2%

91

0.2%

324

0.2%

309

0.2%

Unrealized gain (loss) on equity securities

39

0.1%

(204)

-0.5%

(64)

0.0%

(612)

-0.3%

Income (loss) before income taxes

(2,116)

-7.4%

(184)

-0.4%

(6,805)

-5.1%

24,189

13.4%

Income tax expense (benefit)

769

2.7%

(684)

-1.5%

(493)

-0.4%

3,744

2.1%

Net income (loss)

(2,885)

-10.0%

500

1.1%

(6,312)

-4.8%

20,445

11.3%

Net loss (income) attributable to noncontrolling interests

92

0.3%

(42)

-0.1%

227

0.2%

(151)

-0.1%

Net income (loss) attributable to RCIHH common shareholders

$        (2,793)

-9.7%

$        458

1.0%

$  (6,085)

-4.6%

$  20,294

11.2%

Earnings (loss) per share

Basic and diluted

$          (0.31)

$      0.05

$    (0.66)

$      2.10

Weighted average shares outstanding

Basic and diluted

9,124

9,616

9,199

9,657

Dividends per share

$            0.04

$      0.03

$      0.14

$      0.13

 


RCI HOSPITALITY HOLDINGS, INC.


NON-GAAP FINANCIAL MEASURES

(in thousands, except per share and percentage data)


For the Three Months


For the Twelve Months


Ended September 30,


Ended September 30,


2020


2019


2020


2019


Reconciliation of GAAP net income (loss) to Adjusted EBITDA

Net income (loss) attributable to RCIHH common stockholders

$ (2,793)

$     458

$  (6,085)

$  20,294

Income tax expense (benefit)

769

(684)

(493)

3,744

Interest expense, net

2,347

2,409

9,487

9,900

Settlement of lawsuits

100

81

174

225

Impairment of assets

1,423

6,040

10,615

6,040

Gain on sale of businesses and assets

(16)

(390)

(661)

(2,877)

Unrealized loss (gain) on equity securities

(39)

204

64

612

Loss (gain) on insurance

453

(861)

420

(768)

Depreciation and amortization

2,140

2,354

8,836

9,072

Adjusted EBITDA

$   4,384

$  9,611

$  22,357

$  46,242


Reconciliation of GAAP net income (loss) to non-GAAP net income

Net income (loss) attributable to RCIHH common stockholders

$ (2,793)

$     458

$  (6,085)

$  20,294

Amortization of intangibles

148

150

609

624

Settlement of lawsuits

100

81

174

225

Impairment of assets

1,423

6,040

10,615

6,040

Gain on sale of businesses and assets

(17)

(390)

(661)

(2,877)

Unrealized loss (gain) on equity securities

(39)

204

64

612

Loss (gain) on insurance

453

(861)

420

(768)

Valuation allowance

1,273

1,273

Net income tax effect

799

212

(1,700)

(580)

Non-GAAP net income

$   1,347

$  5,894

$    4,709

$  23,570


Reconciliation of GAAP diluted earnings (loss) per share to non-GAAP diluted earnings per share

Diluted shares

9,124

9,616

9,199

9,657

GAAP diluted earnings (loss) per share

$   (0.31)

$    0.05

$    (0.66)

$      2.10

Amortization of intangibles

0.02

0.02

0.07

0.06

Settlement of lawsuits

0.01

0.01

0.02

0.02

Impairment of assets

0.16

0.63

1.15

0.63

Gain on sale of businesses and assets

(0.00)

(0.04)

(0.07)

(0.30)

Unrealized loss (gain) on equity securities

(0.00)

0.02

0.01

0.06

Loss (gain) on insurance

0.05

(0.09)

0.05

(0.08)

Valuation allowance

0.14

0.14

Net income tax effect

0.09

0.02

(0.18)

(0.06)

Non-GAAP diluted earnings per share

$      0.15

$    0.61

$      0.51

$      2.44


Reconciliation of GAAP operating income to non-GAAP operating income

Income from operations

$       192

$  2,429

$    2,746

$  34,701

Amortization of intangibles

148

150

609

624

Settlement of lawsuits

100

81

174

225

Impairment of assets

1,423

6,040

10,615

6,040

Gain on sale of businesses and assets

(17)

(390)

(661)

(2,877)

Loss (gain) on insurance

453

(861)

420

(768)

Non-GAAP operating income

$   2,299

$  7,449

$  13,903

$  37,945


Reconciliation of GAAP operating margin to non-GAAP operating margin

GAAP operating margin

0.7%

5.4%

2.1%

19.2%

Amortization of intangibles

0.5%

0.3%

0.5%

0.3%

Settlement of lawsuits

0.3%

0.2%

0.1%

0.1%

Impairment of assets

4.9%

13.4%

8.0%

3.3%

Gain on sale of businesses and assets

-0.1%

-0.9%

-0.5%

-1.6%

Loss (gain) on insurance

1.6%

-1.9%

0.3%

-0.4%

Non-GAAP operating margin

8.0%

16.5%

10.5%

21.0%


Reconciliation of net cash provided by operating activities to free cash flow

Net cash provided by operating activities

$   3,485

$  7,641

$  15,632

$  37,174

Less: Maintenance capital expenditures

40

1,786

2,151

3,858

Free cash flow

$   3,445

$  5,855

$  13,481

$  33,316

 


RCI HOSPITALITY HOLDINGS, INC.


SEGMENT INFORMATION

(in thousands)


For the Three Months


For the Twelve Months


Ended September 30,


Ended September 30,


2020


2019


2020


2019

Revenues

Nightclubs

$  13,134

$  35,942

$    88,373

$  148,606

Bombshells

15,531

8,533

43,215

30,828

Other

121

708

739

1,625

$  28,786

$  45,183

$  132,327

$  181,059

Income (loss) from operations

Nightclubs

$        116

$    6,225

$    13,118

$    50,724

Bombshells

5,079

764

9,245

2,307

Other

(204)

97

(684)

(309)

General corporate

(4,799)

(4,657)

(18,933)

(18,021)

$        192

$    2,429

$      2,746

$    34,701

 


RCI HOSPITALITY HOLDINGS, INC.


NON-GAAP SEGMENT INFORMATION

($ in thousands)


For the Three Months Ended September 30, 2020


For the Three Months Ended September 30, 2019


Nightclubs


Bombshells


Other


Corporate


Total


Nightclubs


Bombshells


Other


Corporate


Total

Income (loss) from operations

$        116

$    5,079

$   (204)

$   (4,799)

$        192

$    6,225

$        764

$      97

$   (4,657)

$  2,429

Amortization of intangibles

48

4

96

148

150

150

Settlement of lawsuits

100

100

40

41

81

Impairment of assets

1,423

1,423

5,920

120

6,040

Loss (gain) on sale of businesses and assets

(20)

3

(17)

(446)

26

30

(390)

Loss (gain) on insurance

453

453

(747)

(114)

(861)

Non-GAAP operating income (loss)

$    2,120

$    5,083

$   (108)

$   (4,796)

$    2,299

$  10,992

$        790

$      97

$   (4,430)

$  7,449

GAAP operating margin

0.9%

32.7%

-168.6%

-16.7%

0.7%

17.3%

9.0%

13.7%

-10.3%

5.4%

Non-GAAP operating margin

16.1%

32.7%

-89.3%

-16.7%

8.0%

30.6%

9.3%

13.7%

-9.8%

16.5%


For the Twelve Months Ended September 30, 2020


For the Twelve Months Ended September 30, 2019


Nightclubs


Bombshells


Other


Corporate


Total


Nightclubs


Bombshells


Other


Corporate


Total

Income (loss) from operations

$  13,118

$    9,245

$   (684)

$ (18,933)

$    2,746

$  50,724

$    2,307

$ (309)

$ (18,021)

$  34,701

Amortization of intangibles

211

15

383

609

624

624

Settlement of lawsuits

174

174

169

3

53

225

Impairment of assets

10,370

245

10,615

5,920

120

6,040

Loss (gain) on sale of businesses and assets

(639)

16

(38)

(661)

(2,858)

27

(46)

(2,877)

Loss (gain) on insurance

433

(13)

420

(654)

(114)

(768)

Non-GAAP operating income (loss)

$  23,667

$    9,521

$   (301)

$ (18,984)

$  13,903

$  53,301

$    2,337

$ (309)

$ (17,384)

$  37,945

GAAP operating margin

14.8%

21.4%

-92.6%

-14.3%

2.1%

34.1%

7.5%

-19.0%

-10.0%

19.2%

Non-GAAP operating margin

26.8%

22.0%

-40.7%

-14.3%

10.5%

35.9%

7.6%

-19.0%

-9.6%

21.0%

 


RCI HOSPITALITY HOLDINGS, INC.


CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands)


For the Three Months Ended


For the Twelve Months Ended


September 30, 2020


September 30, 2019


September 30, 2020


September 30, 2019

CASH FLOWS FROM OPERATING ACTIVITIES

Net income (loss)

$                (2,885)

$                      500

$                (6,312)

$                20,445

Adjustments to reconcile net income (loss) to net cash

provided by operating activities:

Depreciation and amortization

2,140

2,354

8,836

9,072

Deferred income tax expense (benefit)

249

(416)

(1,268)

821

Gain on sale of businesses and assets

(28)

(262)

(777)

(2,966)

Impairment of assets

1,423

6,040

10,615

6,040

Unrealized loss (gain) on equity securities

(39)

204

64

612

Amortization of debt discount and issuance costs

42

58

236

334

Deferred rent expense

46

282

Noncash lease expense

416

1,660

Loss (gain) on insurance

629

(381)

596

(288)

Doubtful accounts expense on notes receivable

107

602

Changes in operating assets and liabilities:

Accounts receivable

(241)

(1,848)

(294)

457

Inventories

255

(129)

226

(216)

Prepaid expenses, other current assets and other assets

(3,309)

(4,880)

1,633

(681)

Accounts payable, accrued and other liabilities

4,726

6,355

(185)

3,262

Net cash provided by operating activities

3,485

7,641

15,632

37,174

CASH FLOWS FROM INVESTING ACTIVITIES

Proceeds from sale of businesses and assets

180

2,117

2,221

7,223

Proceeds from insurance

100

945

100

Proceeds from notes receivable

21

51

1,576

158

Issuance of note receivable

(420)

Payments for property and equipment and intangible assets

(171)

(3,807)

(5,736)

(20,708)

Acquisition of businesses, net of cash acquired

(13,500)

Net cash provided by (used in) investing activities

30

(1,539)

(994)

(27,147)

CASH FLOWS FROM FINANCING ACTIVITIES

Proceeds from debt obligations

1,181

6,503

13,511

Payments on debt obligations

(1,343)

(4,290)

(8,832)

(22,924)

Purchase of treasury stock

(996)

(537)

(9,484)

(2,901)

Payment of dividends

(366)

(385)

(1,286)

(1,252)

Payment of loan origination costs

(20)

Distribution to noncontrolling interests

(49)

(31)

(70)

Net cash used in financing activities

(2,705)

(4,080)

(13,130)

(13,656)

NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS

810

2,022

1,508

(3,629)

CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD

14,795

10,956

14,097

17,726

CASH AND CASH EQUIVALENTS AT END OF PERIOD

$                15,605

$                12,978

$                15,605

$                14,097

 


RCI HOSPITALITY HOLDINGS, INC.


CONSOLIDATED BALANCE SHEETS

(in thousands)


September 30,


September 30,


2020


2019

ASSETS

Current assets

Cash and cash equivalents

$       15,605

$       14,097

Accounts receivable, net

6,767

7,408

Current portion of notes receivable

201

954

Inventories

2,372

2,598

Prepaid insurance

4,884

5,446

Other current assets

1,604

2,521

Assets held for sale

2,866

Total current assets

31,433

35,890

Property and equipment, net

181,383

183,956

Operating lease right-of-use assets, net

25,546

Notes receivable, net of current portion

2,908

4,211

Goodwill

45,686

53,630

Intangibles, net

73,077

75,951

Other assets

900

1,118

Total assets

$     360,933

$     354,756

LIABILITIES AND EQUITY

Current liabilities

Accounts payable

$         4,799

$         3,810

Accrued liabilities

14,573

14,644

Current portion of long-term debt, net

16,304

15,754

Current portion of operating lease liabilities

1,628

Total current liabilities

37,304

34,208

Deferred tax liability, net

20,390

21,658

Long-term debt, net of current portion and debt discount and issuance costs

125,131

127,774

Operating lease liabilities, net of current portion

25,439

Other long-term liabilities

362

1,696

Total liabilities

208,626

185,336

Commitments and contingencies

Equity

Preferred stock

Common stock

91

96

Additional paid-in capital

51,833

61,312

Retained earnings

100,797

108,168

Total RCIHH stockholders’ equity

152,721

169,576

Noncontrolling interests

(414)

(156)

Total equity

152,307

169,420

Total liabilities and equity

$     360,933

$     354,756

 

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SOURCE RCI Hospitality Holdings, Inc.

AerCap Holdings N.V. Announces Pricing Terms for Debt Tender Offers

PR Newswire

DUBLIN, Dec. 14, 2020 /PRNewswire/ — AerCap Holdings N.V. (“AerCap” or the “Company”) (NYSE: AER) announced today the pricing terms of the previously announced offers by AerCap Global Aviation Trust (“AGAT,” “we,” “us” and “our”), a Delaware statutory trust and wholly-owned subsidiary of the Company, for its own account and on behalf of AerCap Ireland Capital Designated Activity Company (“AICDAC” and, together with AGAT, the “Issuers”), to purchase for cash the notes listed in the table below (the “Notes”) (i) in accordance with, and in the order of, the corresponding Acceptance Priority Levels and (ii) up to an aggregate purchase price (including principal and premium, but excluding Accrued Interest (as defined below)) of $740,000,000 (the “Maximum Tender Cap”) and subject to pro rata allocation, upon the terms and subject to the conditions set forth in the Offer to Purchase (as defined below). The offers to purchase with respect to each series of Notes are referred to herein as the “Offers” and each, an “Offer.” Each Offer is made upon the terms and subject to the conditions set forth in the offer to purchase, dated November 30, 2020 (as amended or supplemented from time to time, the “Offer to Purchase”), and the related Letter of Transmittal (the “Letter of Transmittal” and, together with the Offer to Purchase, the “Tender Offer Documents”). Capitalized terms used but not defined in this press release have the meanings given to them in the Offer to Purchase.

Because the aggregate purchase price (including principal and premium, but excluding Accrued Interest) of the Notes validly tendered and not validly withdrawn as of 5:00 p.m., New York City time, on December 11, 2020 (the “Early Tender Deadline”) exceeds the Maximum Tender Cap, we will accept for purchase such Notes in accordance with the Acceptance Priority Levels, subject to the proration factors, each as set forth in the table below and as further described in the Offer to Purchase, so as not to exceed the Maximum Tender Cap. Accordingly, the 3.500% Senior Notes due 2022 that we will accept for purchase were prorated so as to accept the maximum principal amount of such Notes, subject to the applicable Authorized Denomination, that did not result in the Maximum Tender Cap being exceeded.

The applicable Total Consideration for each $1,000 in principal amount of Notes validly tendered and not validly withdrawn before the Early Tender Deadline and accepted for purchase pursuant to the Offers was determined by reference to the applicable fixed spread for each Series of Notes over the yield (the “Tender Offer Yield”) based on the bid price of the applicable reference security, in each case as set forth in the table below. The Tender Offer Yields (as determined pursuant to the Offer to Purchase) listed in the table below were determined at 10:00 A.M., New York City time, today, December 14, 2020, by the Dealer Managers (as defined below). The Total Consideration for each Series includes an early tender premium (the “Early Tender Premium”) of $30.00 per $1,000 principal amount of Notes accepted for purchase and accounts for the par call date, if applicable.

The following table sets forth the pricing terms for the Offers:


Issuers


Title of
Security


Security Identifiers


Acceptance
Priority
Level


Principal
Amount
Accepted for
Purchase


Proration
Factor(1)


Reference
Security


Tender
Offer Yield


Fixed
Spread(2)


Total
Consideration(3)

AGAT & AICDAC

3.950%
Senior
Notes due
2022*


CUSIP: 00772B AR2
ISIN
: US00772BAR24

1

$484,425,000

100.0%

0.125%
UST due
11/30/2022

0.975%

85 bps

$1,030.84

AGAT & AICDAC

3.500%
Senior
Notes due
2022*


CUSIP: 00774M AA3
ISIN: US00774MAA36

2

$232,798,000

79.9%

0.125%
UST due
11/30/2022

1.025%

90 bps

$1,033.44

AGAT & AICDAC

4.625%
Senior
Notes due
2022*


CUSIP: 00772B AP6
ISIN: US00772BAP67

3

$0

0.0%

0.125%
UST due
11/30/2022

N/A

N/A

N/A

*

Admitted to trading on the Irish Stock Exchange plc, trading as Euronext Dublin (“Euronext Dublin”).

(1)

Rounded to the nearest tenth of a percentage point for presentation purposes.

(2)

Includes the Early Tender Premium.

(3)

Per $1,000 principal amount of Notes validly tendered and not validly withdrawn and accepted for purchase in the applicable Offer at or prior to the Early Tender Deadline. Excludes Accrued Interest.

The amount of each Series of Notes accepted for purchase was determined upon the terms and subject to the conditions of the Offers as described in the Tender Offer Documents.

We expect settlement for Notes validly tendered and not validly withdrawn at or prior to the Early Tender Deadline and accepted for purchase to occur on December 15, 2020. All payments for Notes validly tendered and not validly withdrawn at or prior to the Early Tender Deadline and accepted for purchase will also include accrued and unpaid interest from the last interest payment date up to, but not including, the applicable Settlement Date (the “Accrued Interest”). All Notes that have been accepted for purchase will be retired and canceled and will no longer remain outstanding obligations of the Company, the Issuers or any of the Company’s other subsidiaries. Such Notes will also be delisted from Euronext Dublin.

The Offers will expire at 11:59 P.M., New York City time, on December 28, 2020 (as the same may be extended with respect to any Offer, the “Expiration Date”). As a result of reaching the Maximum Tender Cap by the Early Tender Deadline, no Notes tendered after the Early Tender Deadline will be accepted for purchase, regardless of their Acceptance Priority Level. Notes not accepted for purchase will be returned promptly to the tendering Holders (or, in the case of Notes tendered by book-entry transfer, such Notes will be promptly credited to the account maintained at The Depository Trust Company from which such Notes were delivered) and otherwise returned in accordance with the Tender Offer Documents.

We expressly continue to reserve the right, in our sole discretion, to further amend, extend or, upon failure of any condition described in the Offer to Purchase to be satisfied or waived, to terminate any of the Offers, including the right to further amend or eliminate the Maximum Tender Cap, at any time at or prior to the Expiration Date.

BofA Securities and Goldman Sachs & Co. LLC are serving as the Lead Dealer Managers, and Morgan Stanley & Co. LLC, RBC Capital Markets, LLC and Scotia Capital (USA) Inc. are serving as Co-Dealer Managers, in connection with the Offers (collectively, the “Dealer Managers”). Questions regarding terms and conditions of the Offers should be directed to BofA Securities by calling collect at (980) 387-3907 or email at [email protected] or to Goldman Sachs & Co. LLC by calling toll free at (800) 828-3182 or collect at (212) 357-1452.

Global Bondholder Services Corporation was appointed as information agent and tender agent in connection with the Offers. Questions or requests for assistance in connection with the Offers or the delivery of tender instructions, or for additional copies of the Tender Offer Documents, may be directed to Global Bondholder Services Corporation by calling collect at 212-430-3774 (for banks and brokers) or toll free at 866-807-2200 (for all others) or via e-mail at [email protected]. You may also contact your broker, dealer, commercial bank, trust company or other nominee for assistance concerning the Offers. The Tender Offer Documents can also be accessed at the following website: http://www.gbsc-usa.com/aercap/.

None of AGAT, the Company, the Dealer Managers, Global Bondholder Services Corporation, the trustee under the indenture governing the Notes or any of their respective affiliates is making any recommendation as to whether Holders should tender any Notes in response to the Offers. Holders must make their own decision as to whether to tender any of their Notes and, if so, the principal amounts of Notes to tender.

This press release is for informational purposes only and is not an offer to purchase or sell or a solicitation of an offer to purchase or sell with respect to any securities. Neither this press release nor the Offer to Purchase, or the electronic transmission thereof, constitutes an offer to purchase or sell or a solicitation of an offer to purchase or sell with respect to any securities, as applicable, in any jurisdiction in which, or to or from any person to or from whom, it is unlawful to make such offer or solicitation under applicable securities laws or otherwise. The distribution of this press release in certain jurisdictions may be restricted by law. In those jurisdictions where the securities, blue sky or other laws require the Offers to be made by a licensed broker or dealer and the Dealer Managers or any of their respective affiliates is such a licensed broker or dealer in any such jurisdiction, the Offers shall be deemed to be made by the Dealer Managers or such affiliate, as the case may be, on behalf of AGAT in such jurisdiction.

About AerCap

AerCap is the global leader in aircraft leasing. AerCap serves approximately 200 customers in approximately 80 countries with comprehensive fleet solutions. AerCap is listed on the New York Stock Exchange (AER) and has its headquarters in Dublin with offices in Shannon, Los Angeles, Singapore, Amsterdam, Shanghai, Abu Dhabi, Seattle and Toulouse.

Forward-Looking Statements

This press release contains certain statements, estimates and forecasts with respect to future performance and events. These statements, estimates and forecasts are “forward-looking statements”. In some cases, forward-looking statements can be identified by the use of forward-looking terminology such as “may,” “might,” “should,” “expect,” “plan,” “intend,” “estimate,” “anticipate,” “believe,” “predict,” “potential” or “continue” or the negatives thereof or variations thereon or similar terminology. All statements other than statements of historical fact included in this press release are forward-looking statements and are based on various underlying assumptions and expectations and are subject to known and unknown risks, uncertainties and assumptions, and may include projections of our future financial performance based on our growth strategies and anticipated trends in our business. These statements are only predictions based on our current expectations and projections about future events. There are important factors, including the impacts of, and associated responses to, the Covid-19 pandemic, that could cause our actual results, level of activity, performance or achievements to differ materially from the results, level of activity, performance or achievements expressed or implied in the forward-looking statements. As a result, we cannot assure you that the forward-looking statements included in this press release will prove to be accurate or correct. In light of these risks, uncertainties and assumptions, the future performance or events described in the forward-looking statements in this press release might not occur. Accordingly, you should not rely upon forward-looking statements as a prediction of actual results and we do not assume any responsibility for the accuracy or completeness of any of these forward-looking statements. Except as required by applicable law, we do not undertake any obligation to, and will not, update any forward-looking statements, whether as a result of new information, future events or otherwise.

 

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SOURCE AerCap Holdings N.V.

Pixelworks Announces Closing of $12.0 Million Public Offering of Common Stock

PR Newswire

SAN JOSE, Calif., Dec. 14, 2020 /PRNewswire/ — Pixelworks, Inc. (Nasdaq: PXLW) today announced the closing of its underwritten public offering of 4,900,000 shares of its common stock at a public offering price of $2.45 per share. All of the shares in the offering were sold by Pixelworks. The gross proceeds to Pixelworks from the offering, before deducting the underwriting discounts and commissions and other offering expenses, were approximately $12.0 million.

Roth Capital Partners and Craig-Hallum Capital Group acted as joint book-running managers for the offering.

The shares of common stock in the public offering were issued by Pixelworks pursuant to a shelf registration statement previously filed with, and declared effective by, the Securities and Exchange Commission (the “SEC”). The offering was made only by means of a written prospectus and prospectus supplement that form a part of the registration statement. Copies of the final prospectus supplement and accompanying prospectus relating to the offering were filed with the SEC and may be obtained by contacting Roth Capital Partners, 888 San Clemente, Newport Beach, CA 92660, Attn: Prospectus Department, telephone: 800-678-9147, or Craig-Hallum Capital Group, 222 South Ninth Street, Suite 350, Minneapolis, MN 55402, Attn: Equity Capital Markets, telephone: 612-334-6300 or by email at [email protected].

This press release shall not constitute an offer to sell or the solicitation of an offer to buy these securities, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

About Pixelworks, Inc.

Pixelworks provides industry-leading content creation, video delivery and display processing solutions and technology that enable highly authentic viewing experiences with superior visual quality, across all screens – from cinema to smartphone and beyond. The Company has a 20-year history of delivering image processing innovation to leading providers of consumer electronics, professional displays, and video streaming services. Pixelworks is headquartered in San Jose, CA. For more information, please visit the Company’s web site at www.pixelworks.com.

Note: Pixelworks and the Pixelworks logo are registered trademarks of Pixelworks, Inc.

Safe Harbor Statement

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 statements may be identified by use of terms such as “will,” “expect,” “shall,” and similar terms or the negative of such terms.  Actual results or developments may differ materially from those projected or implied in these forward-looking statements. More information about the risks and uncertainties faced by Pixelworks is contained in the section captioned “Risk Factors” in the prospectus supplement related to the public offering and from time to time in the Company’s Securities and Exchange Commission filings, including its Annual Report on Form 10-K for the year ended December 31, 2019, its Quarterly Report on Form 10-Q for the quarter ended September 30, 2020, as well as subsequent SEC filings. The forward-looking statements contained in this release are as of the date of this release, and the Company does not undertake any obligation to update any such statements, whether as a result of new information, future events or otherwise.

 

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SOURCE Pixelworks, Inc.

Paul Bayer To Retire As EVP & Chief Investment Officer Of National Retail Properties, Inc.

— Effective December 31, 2020 —

PR Newswire

ORLANDO, Fla., Dec. 14, 2020 /PRNewswire/ — National Retail Properties, Inc. (NYSE: NNN) (the “Company”) today announced that Paul Bayer, Executive Vice President and Chief Investment Officer, will retire effective December 31, 2020.

Mr. Bayer has been the Company’s Chief Investment Officer since June 2010 and Executive Vice President since January 2007. He joined the Company in September 1999. Mr. Bayer will continue to provide consulting services to the company for a period of one year after his retirement.

Jay Whitehurst, President and CEO, commented: “I have had the honor and pleasure to work with Paul for his entire career at National Retail Properties. Paul joined us in 1999 to work on leasing projects, and rose quickly through the ranks to oversee asset management, underwriting, and leasing as our Chief Investment Officer for the past 10 years.   Paul’s experience, energy, insight and creativity have created tremendous value for our shareholders.  Additionally, he has been a mentor and teacher to many of his colleagues and co-workers, including me.  Paul is leaving National Retail Properties better than he found it, and we wish him all the best in his well-deserved retirement.”

National Retail Properties invests primarily in high-quality retail properties subject generally to long-term, net leases. As of September 30, 2020, the company owned 3,114 properties in 48 states with a gross leasable area of approximately 32.4 million square feet and with a weighted average remaining lease term of 10.7 years. For more information on the company, visit www.nnnreit.com.

 

 

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SOURCE National Retail Properties, Inc.

SHAREHOLDER ALERT: WeissLaw LLP Investigates Alexion Pharmaceuticals, Inc.

PR Newswire

NEW YORK, Dec. 14, 2020 /PRNewswire/ — WeissLaw LLP is investigating possible breaches of fiduciary duty and other violations of law by the board of directors of Alexion Pharmaceuticals, Inc. (“Alexion” or the “Company”) (NASDAQ: ALXN) in connection with the proposed acquisition of the Company by AstraZeneca PLC (“AstraZeneca”), a global, science-led biopharmaceutical company that focuses on the discovery, development and commercialization of prescription medicines.  Under the terms of the acquisition agreement, the Company’s shareholders will receive $60.00 per share in cash and 2.1243 AstraZeneca American Depositary Shares (“ADSs”) (each ADS representing one-half of one ordinary share of AstraZeneca, as evidenced by American Depositary Receipts (“ADRs”)) for each share of Alexion common stock that they hold.  Based on AstraZeneca’s reference average ADR price of $54.14, this implies total consideration to Alexion shareholders of $175 per share.


If you own Alexion shares and wish to discuss this investigation or have any questions concerning this notice or your rights or interests, visit our website:


http://www.weisslawllp.com/ALXN/


Or please contact:



Joshua Rubin, Esq.

WeissLaw LLP
1500 Broadway, 16th Floor
New York, NY  10036
(212) 682-3025
(888) 593-4771
[email protected]

WeissLaw is investigating whether (i) Alexion’s board of directors acted in the best interests of Company shareholders in agreeing to the proposed transaction, (ii) the merger consideration adequately compensates Alexion’s shareholders; and (iii) all information regarding the sales process and valuation of the transaction will be fully and fairly disclosed.  Notably, at least one analyst has set a price target for the Company of $200.00, and the merger consideration is 14% below the Company’s all time high stock price.

WeissLaw LLP has litigated hundreds of stockholder class and derivative actions for violations of corporate and fiduciary duties.  We have recovered over a billion dollars for defrauded clients and obtained important corporate governance relief in many of these cases.  If you have information or would like legal advice concerning possible corporate wrongdoing (including insider trading, waste of corporate assets, accounting fraud, or materially misleading information), consumer fraud (including false advertising, defective products, or other deceptive business practices), or anti-trust violations, please email us at [email protected]

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SOURCE WeissLaw LLP

Lilly Announces 15 Percent Dividend Increase

PR Newswire

INDIANAPOLIS, Dec. 14, 2020 /PRNewswire/ — The board of directors of Eli Lilly and Company (NYSE: LLY) today announced a 15 percent increase in its quarterly dividend. The dividend for the first quarter of 2021 will be $0.85 per share on outstanding common stock. This raises the annual indicated rate to $3.40 per share. 

The dividend is payable March 10, 2021, to shareholders of record as of the close of business on February 12, 2021.

About Eli Lilly and Company
Lilly is a global healthcare leader that unites caring with discovery to create medicines that make life better for people around the world. We were founded more than a century ago by a man committed to creating high-quality medicines that meet real needs, and today we remain true to that mission in all our work. Across the globe, Lilly employees work to discover and bring life-changing medicines to those who need them, improve the understanding and management of disease, and give back to communities through philanthropy and volunteerism. To learn more about Lilly, please visit us at www.lilly.com and http://newsroom.lilly.com/social-channels.  F-LLY   


Refer to:

Mark Taylor; [email protected]; (317) 276-5795 (Media)

Kevin Hern; [email protected]; (317) 277-1838 (Investors)

 

 

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SOURCE Eli Lilly and Company

Intevac Receives $5 Million EVA Digital Night-Vision Sensor Contract

Intevac Receives $5 Million EVA Digital Night-Vision Sensor Contract

SANTA CLARA, Calif.–(BUSINESS WIRE)–
Intevac, Inc. (Nasdaq: IVAC) announced today it has received a $5 million development contract award from Collins Aerospace in support of the U.S. Navy-funded Enhanced Visual Acuity (EVA) Program that will help U.S. Navy and Marine Corps pilots execute their missions more effectively under low-light conditions. Intevac will supply their latest ISIE19 EBAPS® digital night-vision sensor as part of the development effort.

“This will be the first announced night-vision program with a future production path incorporating our latest ISIE19 EBAPS® sensor,” commented Timothy Justyn, executive vice president and general manager of Intevac Photonics. “We are excited to provide the benefits this sensor brings to our naval aviators.”

“This contract award demonstrates the U.S. military’s continued commitment to digital night vision technology for the future,” added Wendell Blonigan, president and chief executive officer of Intevac.

Intevac’s digital night-vision sensors, based on its patented Electron Bombarded Active Pixel Sensor (EBAPS®) technology, provide state-of-the-art capability to the most advanced avionic fighting platforms in the U.S. Department of Defense inventory.

About Intevac

Intevac was founded in 1991 and has two businesses: Thin-film Equipment and Photonics.

In our Thin-film Equipment business, we are a leader in the design and development of high-productivity, thin-film processing systems. Our production-proven platforms are designed for high-volume manufacturing of substrates with precise thin film properties, such as the hard drive media, display cover panel, and solar photovoltaic markets we serve currently.

In our Photonics business, we are a recognized leading developer of advanced high-sensitivity digital sensors, cameras and systems that primarily serve the defense industry. We are the provider of integrated digital imaging systems for most U.S. military night vision programs.

For more information call 408-986-9888, or visit the Company’s website at www.intevac.com.

Forward-Looking Statements

This press release includes statements that constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 (the “Reform Act”). Intevac claims the protection of the safe-harbor for forward-looking statements contained in the Reform Act. These forward-looking statements are often characterized by the terms “may,” “believes,” “projects,” “expects,” or “anticipates,” and do not reflect historical facts. Specific forward-looking statements contained in this press release include, but are not limited to; the future production path of the EVA program. The forward-looking statements contained herein involve risks and uncertainties that could cause actual results to differ materially from the company’s expectations. These risks include, but are not limited to: changes in the future production path, which could have a material impact on our business, our financial results, and the company’s stock price. These risks and other factors are detailed in the Company’s periodic filings with the U.S. Securities and Exchange Commission.

James Moniz

Chief Financial Officer

(408) 986-9888

Claire McAdams

Investor Relations

(530) 265-9899

KEYWORDS: California United States North America

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Fortune Brands Completes Acquisition of LARSON as Part of Outdoors & Security Segment

Fortune Brands Completes Acquisition of LARSON as Part of Outdoors & Security Segment

DEERFIELD, Ill.–(BUSINESS WIRE)–
Fortune Brands Home & Security, Inc. (NYSE: FBHS, the “Company”, or “Fortune Brands”), an industry-leading home and security products company, today announced it completed the acquisition of LARSON Manufacturing (“LARSON”), the North American market leading brand of storm, screen and security doors. LARSON is now part of Fortune Brands’ Outdoors & Security segment.

The Company completed the acquisition for a price, net of tax benefits, of approximately $660 million, which was funded with cash on hand and borrowings under its revolving credit facility. With revenues of approximately $390 million, LARSON has approximately 1,200 associates and is headquartered in Brookings, South Dakota, with manufacturing operations in Brookings, South Dakota, Lake Mills, Iowa, Mocksville, North Carolina and Senatobia, Mississippi, in addition to central distribution centers in Albert Lea, Minnesota and Mocksville, North Carolina. The Company expects that the LARSON management team, associates and locations will remain in place.

About Fortune Brands

Fortune Brands Home & Security, Inc. (NYSE: FBHS), headquartered in Deerfield, IL., creates products and services that fulfill the dreams of home. The Company’s operating segments are Plumbing, Cabinets and Outdoors & Security. Its trusted brands include Moen, Riobel, Perrin & Rowe, Shaws, Victoria + Albert and Rohl under the Global Plumbing Group (GPG); more than a dozen core brands under MasterBrand Cabinets; Therma-Tru entry door systems, LARSON storm, screen and security doors, Fiberon composite decking and Master Lock and SentrySafe security products in the Outdoors & Security segment. Fortune Brands holds market leadership positions in all of its segments. Fortune Brands is part of the S&P 500 Index and a Fortune 500 Company. For more information, please visit www.FBHS.com. To learn more about how Fortune Brands is embracing and accelerating its environmental, social and governance duties, please visit the Company’s ESG section and report at www.FBHS.com/global-citizenship.

Source: Fortune Brands Home & Security, Inc.

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Elanco Appoints New Independent Directors to the Board and Expands Innovation and Operational Oversight

Elanco Appoints New Independent Directors to the Board and Expands Innovation and Operational Oversight

  • Distinguished Healthcare Executive, Animal Health Director and Investor William F. Doyle Joins Elanco Animal Health Board of Directors
  • Company Announces Cooperation Agreement with Sachem Head Capital Management; Founder Scott Ferguson and Animal Health Executive Paul Herendeen Join Elanco Board of Directors
  • Newly Formed Innovation, Science and Technology Committee of the Board to Focus on Pipeline Innovation and R&D Optimization; Expert, Independent Science and Technology Advisory Board to Support Committee’s Efforts
  • Expanded Scope of Board-Level Finance and Oversight Committee to Focus on Margin Expansion, Integration and Operational Initiatives

GREENFIELD, Ind.–(BUSINESS WIRE)–
Elanco Animal Health Incorporated (NYSE: ELAN) today announced that it has appointed distinguished healthcare executive, animal health director and investor William F. Doyle to the Board of Directors, effective immediately. Elanco has also expanded the Board and appointed Scott Ferguson, managing partner of Sachem Head Capital Management (Sachem Head), and Paul Herendeen, chief financial officer of Bausch Health, to the Board, effective immediately, and the company has entered into a cooperation agreement with Sachem Head. Under the terms of the agreement, Sachem Head has agreed to certain voting and standstill provisions. The company has also implemented board committee changes to expand innovation and operational oversight.

This press release features multimedia. View the full release here: https://www.businesswire.com/news/home/20201214005769/en/

William F. Doyle (Photo: Business Wire)

William F. Doyle (Photo: Business Wire)

The new Board-level Innovation, Science and Technology Committee will focus on advancing and augmenting the company’s product pipeline and driving R&D optimization. Doyle will join the new committee, which will be chaired by director Dr. Deborah Kochevar, Dean Emerita of Cummings School of Veterinary Medicine at Tufts University. To support the Committee’s mandate and ensure it receives the best external insights related to its R&D activities, Elanco is establishing an independent Science and Technology Advisory Board, which will be composed of leading experts. The Advisory Board will meet independently and with the Committee on a periodic basis.

Additionally, Elanco has enhanced the scope of its Board’s Finance Committee to emphasize operational initiatives, merger and acquisition integration, financial matters and margin expansion and related areas of oversight. Consistent with its revised mandate, the Committee has been retitled the Finance and Oversight Committee. This Committee will continue to be chaired by director John (J.P.) Bilbrey, retired CEO of The Hershey Company and Doyle, Ferguson, and Herendeen will join the Committee.

“We welcome the addition of Bill Doyle to the Elanco Board of Directors, an individual with highly-relevant industry experience and perspectives,” said R. David Hoover, chairman of Elanco’s Board of Directors. “Bill’s success in driving innovation and improving operations throughout his decades-long career as a healthcare executive, an investor and a director on the board of an animal health company made his appointment a clear choice at this critical juncture for Elanco.”

“I am looking forward to joining the Board of Elanco at a time when the company looks to integrate a market-leading product portfolio and omnichannel leadership from the Bayer Animal Health acquisition,” said Bill Doyle. “I am eager to join the Board of the number-two independent animal health company and leverage my previous executive leadership experiences to bring a fresh perspective on innovation, pipeline development, integration and execution.”

Hoover continued, “We are also pleased with the constructive engagement we have had with Scott Ferguson, and welcome Scott and Paul to our Board. The addition of these new directors further enhances our Board and I am looking forward to working together toward our common goal of shareholder value creation.”

Ferguson said, “The actions taken today by Elanco, along with the expertise of these new directors, demonstrate that the Board, management and shareholders are aligned toward maximizing long-term value creation. I am highly appreciative of the dialogue with Elanco’s Board and management team, and I look forward to helping the company achieve its full potential as a member of the Board.”

“Elanco is at a pivotal moment in the company’s history and I see great potential ahead,” said Paul Herendeen. “As a member of the Board, I look forward to working with Dave, Jeff and the rest of my fellow directors to leverage my previous experiences driving operational efficiency and margin improvement at an animal health company to help drive growth and value creation for all Elanco shareholders.”

Hoover continued, “We are also enthusiastic about the new Innovation, Science and Technology Committee, which will enhance our proven Innovation, Portfolio and Productivity (IPP) strategy, and the expanded role of the Finance and Oversight Committee to support the Board’s role in overseeing and driving the growth agenda. Our entire Board and management team are focused on shareholder value creation as we position Elanco for continued success in the future.”

Jeffrey N. Simmons, president and chief executive officer, concluded, “Elanco has strong momentum through the ongoing integration of the Bayer transaction and the continued execution of our IPP strategy. I look forward to working with Bill, Scott, Paul and the rest of the Board to capitalize on the significant value creation potential ahead for us and deliver value for Elanco’s shareholders.”

About William F. Doyle

William F. Doyle previously served as an independent director on the Board of Directors of Zoetis Inc, having been nominated to the Zoetis board by Sachem Head and Pershing Square. Since 2004, Doyle has served as Executive Chairman of Novocure Ltd., a publicly traded global oncology company commercializing a novel platform technology to treat solid tumors, overseeing more than 1300% revenue growth and transition from $100 million loss to $100 million gain in adjusted EBITDA since the company went public in 2015. Doyle also serves as the Executive Chairman of BlinkHealth LLC, which has developed the leading Pharmacy as a Service E-commerce platform unlocking lower prices, home delivery, and better outcomes for patients, and Minerva Neurosciences, a publicly traded clinical-stage biopharmaceutical company. He also has served as a director of OptiNose, a publicly traded specialty pharmaceutical company, and as the Managing Director of WFD Ventures LLC, a private venture capital firm that has provided equity financing and industry expertise to medical device, pharmaceutical and healthcare technology companies since 2003. Previously, Doyle was a member of Johnson & Johnson’s Medical Devices and Consumer Pharmaceutical Group Operating Committee and Vice President, Licensing and Acquisitions. While at Johnson & Johnson, he was Chairman of the Medical Devices Research and Development Council, Worldwide President of Biosense-Webster, Inc., and a member of the Boards of Cordis Corporation and Johnson & Johnson Development Corporation, Johnson & Johnson’s venture capital subsidiary. Earlier in his career, Doyle was a management consultant with McKinsey & Company. Doyle holds an S.B. in materials science and engineering from the Massachusetts Institute of Technology and an M.B.A from Harvard Business School.

About Scott Ferguson

Scott Ferguson is the Founder and Managing Partner of Sachem Head Capital Management, a value-oriented investment management firm based in New York which he started in 2012. Prior to starting Sachem Head, he spent nine years at Pershing Square Capital Management, which he joined pre-launch as the firm’s first investment professional. Prior to Pershing Square, Ferguson earned an M.B.A. from Harvard Business School in 2003 and was a Vice President at American Industrial Partners, an operations focused private equity firm, from 1999 to 2001. He was also a business analyst at McKinsey & Company from 1996 to 1999.

Ferguson graduated from Stanford University with an A.B. in Public Policy in 1996. He currently serves on the boards of directors of the Henry Street Settlement and Olin Corporation. He is also a member of the Robin Hood Leadership Council. He is a former director of Autodesk, a leading design & engineering software company.

About Paul Herendeen

Paul Herendeen currently serves as Executive Vice President and Chief Financial Officer of Bausch Health. Before Joining Bausch in August 2016, he served as Executive Vice President and Chief Financial Officer of Zoetis Inc. for two years. From 2005 to 2013 and from 1998 to 2001, Herendeen served as Chief Financial Officer at Warner Chilcott, a specialty pharmaceuticals company. He rejoined Warner Chilcott after four years as Executive Vice President and Chief Financial Officer of MedPointe, a privately held health care company. Prior to that, Herendeen spent nine years as a principal investor at Dominion Income Management and Cornerstone Partners, where he worked on investments as well as mergers and acquisitions for the firms and their portfolio companies. He spent the early part of his career in banking and public accounting, holding various positions with the investment banking group of Oppenheimer & Company, the capital markets group of Continental Bank Corporation and as a senior auditor with Arthur Andersen & Company.

Herendeen earned a M.B.A. from the University of Virginia’s Darden School of Business, and holds a bachelor’s degree in Business Administration from Boston College.

About Elanco

Elanco Animal Health Incorporated (NYSE: ELAN) is a global leader in animal health dedicated to innovating and delivering products and services to prevent and treat disease in farm animals and pets, creating value for farmers, pet owners, veterinarians, stakeholders, and society as a whole. With nearly 70 years of animal health heritage, we are committed to helping our customers improve the health of animals in their care, while also making a meaningful impact on our local and global communities. At Elanco, we are driven by our vision of Food and Companionship Enriching life and our Elanco Healthy Purpose™ ESG/Sustainability framework – all to advance the health of animals, people and the planet. Learn more at www.elanco.com.

Forward Looking Statement

This press release contains forward-looking statements (as that term is defined in the Private Securities Litigation Reform Act of 1995). Forward-looking statements are based on our current expectations and assumptions regarding our business and other future conditions. Because forward-looking statements relate to the future, by their nature, they are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict. As a result, our actual results may differ materially from those contemplated by the forward-looking statements. For further discussion of these and other risks and uncertainties, see Elanco’s most recent filings with the United States Securities and Exchange Commission. Except as required by law, Elanco undertakes no duty to update forward-looking statements to reflect events after the date of this release.

Media: Colleen Parr Dekker +1.317.989.7011 [email protected]

Investor Relations: Tiffany Kanaga +1.302.897.0668 [email protected]

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William F. Doyle (Photo: Business Wire)
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Scott Ferguson (Photo: Business Wire)
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Paul Herendeen (Photo: Business Wire)