Market Newsdesk

November 12, 2020 4:18 pm

Beazer Homes Reports Strong Fourth Quarter and Full Fiscal 2020 Results

Beazer Homes Reports Strong Fourth Quarter and Full Fiscal 2020 Results

ATLANTA–(BUSINESS WIRE)–
Beazer Homes USA, Inc. (NYSE: BZH) (www.beazer.com) today announced its financial results for the quarter and fiscal year ended September 30, 2020.

“Fiscal 2020 was an extraordinary year for Beazer Homes,” said Allan P. Merrill, the company’s Chairman and Chief Executive Officer. “While successfully adopting new health and safety procedures to allow us to continue selling, building and delivering homes during the pandemic, we achieved all of the financial objectives we outlined last fall and exited the year positioned to generate higher earnings in fiscal 2021. These results would not have been possible without the creative and tireless efforts of our entire team.”

Related to fiscal 2020, Mr. Merrill continued, “For the full year, we generated $53.3 million of net income from continuing operations, grew Adjusted EBITDA by more than 10%, produced a return on assets above 10% and brought our Debt to Adjusted EBITDA ratio below 5 times, fulfilling the financial objectives we established prior to the onset of the pandemic.”

Commenting on fiscal 2021, Mr. Merrill said, “We enter fiscal 2021 with the dollar value of our backlog nearly 50% higher than this time last year and expectations for substantially lower interest expense, providing us visibility into double-digit growth in earnings per share – even as we confront a short-term reduction in community count that has been exacerbated by the recent strength in new home orders.”

Looking beyond fiscal 2021, Mr. Merrill concluded, “With our deleveraging objective of reducing debt below $1 billion clearly in sight, we expect increased land and development spending during 2021 will allow us to increase the number of lots we own or control through options by year end, which we believe positions us for top and bottom line growth in the years ahead.”

Beazer Homes Fiscal 2020 Highlights and Comparison to Fiscal 2019

Net income from continuing operations of $53.3 million. Net income in fiscal 2020 and fiscal 2019 included one-time items related to loss on debt extinguishment, inventory impairments and abandonments, and restructuring and severance charges. Excluding these items, the Company generated net income from continuing operations of $56.5 million, compared to net income from continuing operations of $38.7 million in fiscal 2019
Homebuilding revenue of $2.1 billion, up 1.9%
5,492 new home closings, essentially flat year-over-year
Average selling price of $385.5 thousand, up 2.1%
Homebuilding gross margin was 16.4%, up 650 basis points. Excluding impairments, abandonments and amortized interest, homebuilding gross margin was 21.0%, up 130 basis points
SG&A as a percentage of total revenue was 11.9%, up 30 basis points
Net new orders of 6,293, up 12.9% on a 14.8% increase in sales/community/month to 3.2 and a 1.7% decrease in average community count to 163
Dollar value of backlog of $995.3 million, up 49.6%

Beazer Homes Fiscal Fourth Quarter 2020 Highlights and Comparison to Fiscal Fourth Quarter 2019

Net income from continuing operations of $24.6 million. Net income in fiscal 2020 and fiscal 2019 included one-time items related to loss on debt extinguishment, inventory impairments and abandonments, and restructuring and severance charges. Excluding these items, the Company generated net income from continuing operations of $25.6 million, compared to net income from continuing operations of $23.8 in fiscal fourth quarter 2019
Homebuilding revenue of $679.1 million, down 12.2% on a 13.8% decrease in home closings to 1,737 and a 1.8% increase in average selling price to $390.9 thousand
Homebuilding gross margin was 17.1%, up 190 basis points. Excluding impairments, abandonments and amortized interest, homebuilding gross margin was 21.7%, up 180 basis points
SG&A as a percentage of total revenue was 11.1%, up 160 basis points year-over-year
Net new orders of 2,009, up 37.8% on a 52.6% increase in sales/community/month to 4.4 and a 9.7% decrease in average community count to 151
Unrestricted cash at quarter end was $327.7 million; total liquidity was $577.7 million

The following provides additional details on the Company’s performance during the fiscal fourth quarter 2020:

Profitability. Net income from continuing operations was $24.6 million, generating diluted earnings per share of $0.82. Fourth quarter Adjusted EBITDA of $77.1 million was down $5.0 million compared to the same period last year, primarily driven by lower home closings, partially offset by an increase in homebuilding gross margin.

Orders. Due to the high demand experienced during the fourth quarter, net new orders increased to 2,009, up 37.8% from the prior year, achieving the highest fourth quarter level in more than a decade. The increase in net new orders was driven by an increase in the absorption rate to 4.4 sales per community per month, up from 2.9 in the previous year, partially offset by a 9.7% decrease in average community count to 151. The cancellation rate for the quarter was 12.2%, down 410 basis points from the previous year.

Backlog. The dollar value of homes in backlog as of September 30, 2020 increased 49.6% to $995.3 million, or 2,509 homes, compared to $665.1 million, or 1,708 homes, at the same time last year. The average selling price of homes in backlog was $396.7 thousand, up 1.9% year-over-year.

Homebuilding Revenue. Fourth quarter homebuilding revenue was $679.1 million, down 12.2% from the same period last year. The decline in homebuilding revenue was primarily driven by a 13.8% decrease in home closings to 1,737 homes, which is attributed to the decrease in demand during March and April as a result of the COVID-19 pandemic.

Homebuilding Gross Margin. Homebuilding gross margin (excluding impairments, abandonments and amortized interest) was 21.7% for the fourth quarter, up 180 basis points year-over-year, driven primarily by lower sales incentives and pricing increases.

SG&A Expenses. Selling, general and administrative expenses as a percentage of total revenue was 11.1% for the quarter, up 160 basis points compared to the prior year. This increase was primarily driven by the decrease in home closings and homebuilding revenue in the quarter, while SG&A on an absolute dollar basis was relatively flat.

Liquidity. At the close of the fourth quarter, the Company had $577.7 million of available liquidity, including $327.7 million of unrestricted cash and $250.0 million available on its secured revolving credit facility.


Fiscal Year Results from Continuing Operations

	Year Ended September 30,
	2020			2019			Change*
New home orders, net of cancellations	6,293			5,576			12.9		%
Orders per community per month	3.2			2.8			14.8		%
Average active community count	163			166			(1.7		)%
Cancellation rates	15.8		%	16.1		%	-30 bps

Total home closings	5,492			5,500			(0.1		)%
ASP from closings (in thousands)	$	385.5		$	377.7		2.1		%
Homebuilding revenue (in millions)	$	2,116.9		$	2,077.2		1.9		%
Homebuilding gross margin	16.4		%	9.9		%	650 bps
Homebuilding gross margin, excluding I&A	16.5		%	15.2		%	130 bps
Homebuilding gross margin, excluding I&A and interest amortized to cost of sales	21.0		%	19.7		%	130 bps

Income (loss) from continuing operations before income taxes (in millions)	$	71.3		$	(116.6	)	$	187.9
Expense (benefit) from income taxes (in millions)	$	18.0		$	(37.2	)	$	55.2
Net income (loss) from continuing operations (in millions)	$	53.3		$	(79.4	)	$	132.7
Basic income (loss) per share from continuing operations	$	1.80		$	(2.59	)	$	4.39
Diluted income (loss) per share from continuing operations	$	1.78		$	(2.59	)	$	4.37

Income (loss) from continuing operations before income taxes (in millions)	$	71.3		$	(116.6	)	$	187.9
Loss on debt extinguishment, net (in millions)	$	—		$	(24.9	)	$	24.9
Inventory impairments and abandonments (in millions)	$	(2.9	)	$	(148.6	)	$	145.7
Restructuring and severance charges (in millions)	$	(1.3	)	$	—		$	(1.3	)
Income from continuing operations excluding loss on debt extinguishment, inventory impairments and abandonments, and restructuring and severance charges before income taxes (in millions) ^(a)	$	75.5		$	56.9		$	18.6
Net income from continuing operations excluding loss on debt extinguishment, inventory impairments and abandonments, and restructuring and severance charges after income taxes (in millions) ^(b)	$	56.5		$	38.7		$	17.8

Net income (loss) (in millions)	$	52.2		$	(79.5	)	$	131.7

Land and land development spending (in millions)	$	440.8		$	469.9		$	(29.1	)

Adjusted EBITDA (in millions)	$	204.4		$	180.2		$	24.2

* Change and totals are calculated using unrounded numbers.
(a)	Management believes that this measure assists investors in understanding and comparing the operating characteristics of homebuilding activities by eliminating the differences in companies’ respective level of debt and level of impairments. This measure should not be considered an alternative to income (loss) from continuing operations before income taxes determined in accordance with GAAP as an indicator of operating performance.
(b)	For the year ended September 30, 2020, inventory impairments and abandonments and restructuring and severance charges were tax-effected at the effective tax rate of 25.2%. For the year ended September 30, 2019, loss on debt extinguishment and inventory impairments and abandonments were tax-effected at the effective tax rate of 31.9%.


Q4 Results from Continuing Operations

	Quarter Ended September 30,
	2020			2019			Change*
New home orders, net of cancellations	2,009			1,458			37.8		%
Orders per community per month	4.4			2.9			52.6		%
Average active community count	151			168			(9.7		)%
Actual community count at quarter-end	145			166			(12.7		)%
Cancellation rates	12.2		%	16.3		%	-410 bps

Total home closings	1,737			2,014			(13.8		)%
Average selling price (ASP) from closings (in thousands)	$	390.9		$	383.8		1.8		%
Homebuilding revenue (in millions)	$	679.1		$	773.0		(12.2		)%
Homebuilding gross margin	17.1		%	15.2		%	190 bps
Homebuilding gross margin, excluding impairments and abandonments (I&A)	17.2		%	15.2		%	200 bps
Homebuilding gross margin, excluding I&A and interest amortized to cost of sales	21.7		%	19.9		%	180 bps

Income from continuing operations before income taxes (in millions)	$	33.7		$	9.5		$	24.2
Expense from income taxes (in millions)	$	9.0		$	7.0		$	2.0
Net income from continuing operations (in millions)	$	24.6		$	2.5		$	22.2
Basic income per share from continuing operations	$	0.83		$	0.08		$	0.75
Diluted income per share from continuing operations	$	0.82		$	0.08		$	0.74

Income from continuing operations before income taxes (in millions)	$	33.7		$	9.5		$	24.2
Loss on debt extinguishment (in millions)	$	—		$	(25.5	)	$	25.5
Inventory impairments and abandonments (in millions)	$	(0.6	)	$	—		$	(0.6	)
Income from continuing operations excluding loss on debt extinguishment, inventory impairments and abandonments, and restructuring and severance charges before income taxes (in millions)^(a)	$	34.3		$	35.0		$	(0.7	)
Net income from continuing operations excluding loss on debt extinguishment, inventory impairments and abandonments, and restructuring and severance charges after income taxes (in millions)^(b)	$	25.6		$	23.8		$	1.8

Net income (in millions)	$	23.7		$	2.4		$	21.2

Land and land development spending (in millions)	$	116.1		$	106.3		$	9.8

Adjusted EBITDA (in millions)	$	77.1		$	82.1		$	(5.0	)

* Change and totals are calculated using unrounded numbers.
^(a)	Management believes that this measure assists investors in understanding and comparing the operating characteristics of homebuilding activities by eliminating the differences in companies’ respective level of debt and level of impairments. This measure should not be considered an alternative to income from continuing operations before income taxes determined in accordance with GAAP as an indicator of operating performance.
^(b)	For the three months ended September 30, 2020, inventory impairments and abandonments and restructuring and severance charges were tax-effected at the effective tax rate of 25.2%. For the three months ended September 30, 2019, loss on debt extinguishment was tax-effected at the effective tax rate of 31.9%.


	As of September 30,
	2020		2019		Change
Backlog units	2,509		1,708		46.9	%
Dollar value of backlog (in millions)	$	995.3	$	665.1	49.6	%
ASP in backlog (in thousands)	$	396.7	$	389.4	1.9	%
Land and lots controlled	17,830		19,875		(10.3)	%

Conference Call

The Company will hold a conference call on November 12, 2020 at 5:00 p.m. ET to discuss these results. Interested parties may listen to the conference call and view the Company’s slide presentation by visiting the “Investor Relations” section of the Company’s website at www.beazer.com. To access the conference call by telephone, listeners should dial 800-475-0542 (for international callers, dial 517-308-9429). To be admitted to the call, enter the passcode “8571348.” A replay of the conference call will be available, until 10:00 PM ET on November 19, 2020 at 888-562-7249 (for international callers, dial 203-369-3937) with pass code “3740.”

About Beazer Homes

Headquartered in Atlanta, Beazer Homes (NYSE: BZH) is one of the country’s largest homebuilders. Every Beazer home is designed and built to provide Surprising Performance, giving you more quality and more comfort from the moment you move in – saving you money every month. With Beazer’s Choice Plans™, you can personalize your primary living areas – giving you a choice of how you want to live in the home, at no additional cost. And unlike most national homebuilders, we empower our customers to shop and compare loan options. Our Mortgage Choice program gives you the resources to easily compare multiple loan offers and choose the best lender and loan offer for you, saving you thousands over the life of your loan.

We build our homes in Arizona, California, Delaware, Florida, Georgia, Indiana, Maryland, Nevada, North Carolina, South Carolina, Tennessee, Texas, and Virginia. For more information, visit beazer.com, or check out Beazer on Facebook, Instagram and Twitter.

This press release contains forward-looking statements. These forward-looking statements represent our expectations or beliefs concerning future events, and it is possible that the results described in this press release will not be achieved. These forward-looking statements are subject to risks, uncertainties and other factors, many of which are outside of our control, that could cause actual results to differ materially from the results discussed in the forward-looking statements, including, among other things: (i) the cyclical nature of the homebuilding industry and a potential deterioration in homebuilding industry conditions; (ii) economic changes nationally or in local markets, changes in consumer confidence, wage levels, declines in employment levels, inflation or increases in the quantity and decreases in the price of new homes and resale homes on the market; (iii) the potential negative impact of the COVID-19 pandemic, which, in addition to exacerbating each of the risks listed above and below, may include a significant decrease in demand for our homes or consumer confidence generally with respect to purchasing a home, an inability to sell and build homes in a typical manner or at all, increased costs or decreased supply of building materials, including lumber, or the availability of subcontractors, housing inspectors, and other third-parties we rely on to support our operations, and recognizing charges in future periods, which may be material, for goodwill impairments, inventory impairments and/or land option contract abandonments; (iv) shortages of or increased prices for labor, land or raw materials used in housing production, and the level of quality and craftsmanship provided by our subcontractors; (v) the availability and cost of land and the risks associated with the future value of our inventory, such as asset impairment charges we took on select California assets during the second quarter of fiscal 2019; (vi) factors affecting margins, such as decreased land values underlying land option agreements, increased land development costs in communities under development or delays or difficulties in implementing initiatives to reduce our production and overhead cost structure; (vii) our ability to raise debt and/or equity capital, due to factors such as limitations in the capital markets (including market volatility) or adverse credit market conditions, and our ability to otherwise meet our ongoing liquidity needs (which could cause us to fail to meet the terms of our covenants and other requirements under our various debt instruments and therefore trigger an acceleration of a significant portion or all of our outstanding debt obligations), including the impact of any downgrades of our credit ratings or reduction in our liquidity levels; (viii) market perceptions regarding any capital raising initiatives we may undertake (including future issuances of equity or debt capital); (ix) terrorist acts, protests and civil unrest, political uncertainty, natural disasters, acts of war or other factors over which the Company has little or no control; (x) estimates related to homes to be delivered in the future (backlog) are imprecise, as they are subject to various cancellation risks that cannot be fully controlled; (xi) increases in mortgage interest rates, increased disruption in the availability of mortgage financing, changes in tax laws or otherwise regarding the deductibility of mortgage interest expenses and real estate taxes or an increased number of foreclosures; (xii) increased competition or delays in reacting to changing consumer preferences in home design; (xiii) natural disasters or other related events that could result in delays in land development or home construction, increase our costs or decrease demand in the impacted areas; (xiv) the potential recoverability of our deferred tax assets; (xv) potential delays or increased costs in obtaining necessary permits as a result of changes to, or complying with, laws, regulations or governmental policies, and possible penalties for failure to comply with such laws, regulations or governmental policies, including those related to the environment; (xvi) the results of litigation or government proceedings and fulfillment of any related obligations; (xvii) the impact of construction defect and home warranty claims; (xviii) the cost and availability of insurance and surety bonds, as well as the sufficiency of these instruments to cover potential losses incurred; (xix) the impact of information technology failures, cybersecurity issues or data security breaches; or (xx) the impact on homebuilding in key markets of governmental regulations limiting the availability of water.

Any forward-looking statement, including any statement expressing confidence regarding future outcomes, speaks only as of the date on which such statement is made and, except as required by law, we undertake no obligation to update any forward-looking statement to reflect events or circumstances after the date on which such statement is made or to reflect the occurrence of unanticipated events. New factors emerge from time-to-time, and it is not possible to predict all such factors.

-Tables Follow-


BEAZER HOMES USA, INC. CONSOLIDATED STATEMENTS OF OPERATIONS

	Three Months Ended						Fiscal Year Ended
	September 30,						September 30,
in thousands (except per share data)	2020			2019			2020			2019
Total revenue	$	686,748		$	781,701		$	2,127,077		$	2,087,739
Home construction and land sales expenses	569,511			665,404			1,776,534			1,773,085
Inventory impairments and abandonments	637			—			2,903			148,618
Gross profit	116,600			116,297			347,640			166,036
Commissions	26,847			29,837			82,507			79,802
General and administrative expenses	49,361			44,608			170,386			161,371
Depreciation and amortization	4,806			5,847			15,640			14,759
Operating income (loss)	35,586			36,005			79,107			(89,896		)
Equity in income of unconsolidated entities	209			88			347			404
Loss on extinguishment of debt, net	—			(25,494		)	—			(24,920		)
Other expense, net	(2,135		)	(1,092		)	(8,165		)	(2,226		)
Income (loss) from continuing operations before income taxes	33,660			9,507			71,289			(116,638		)
Expense (benefit) from income taxes	9,033			7,043			17,973			(37,217		)
Income (loss) from continuing operations	24,627			2,464			53,316			(79,421		)
Loss from discontinued operations, net of tax	(949		)	(35		)	(1,090		)	(99		)
Net income (loss)	$	23,678		$	2,429		$	52,226		$	(79,520	)
Weighted-average number of shares:
Basic	29,603			29,545			29,704			30,617
Diluted	30,005			30,169			29,948			30,617
Basic income (loss) per share:
Continuing operations	$	0.83		$	0.08		$	1.80		$	(2.59	)
Discontinued operations	(0.03		)	—			(0.04		)	(0.01		)
Total	$	0.80		$	0.08		$	1.76		$	(2.60	)
Diluted income (loss) per share:
Continuing operations	$	0.82		$	0.08		$	1.78		$	(2.59	)
Discontinued operations	(0.03		)	—			(0.04		)	(0.01		)
Total	$	0.79		$	0.08		$	1.74		$	(2.60	)

	Three Months Ended						Fiscal Year Ended
	September 30,						September 30,
*Capitalized Interest in Inventory*	2020			2019			2020			2019
Capitalized interest in inventory, beginning of period	$	132,096		$	148,825		$	136,565		$	144,645
Interest incurred	20,385			26,464			87,224			103,970
Capitalized interest impaired	—			—			(792		)	(13,907		)
Interest expense not qualified for capitalization and included as other expense	(2,095		)	(1,309		)	(8,468		)	(3,109		)
Capitalized interest amortized to home construction and land sales expenses	(30,727		)	(37,415		)	(94,870		)	(95,034		)
Capitalized interest in inventory, end of period	$	119,659		$	136,565		$	119,659		$	136,565


BEAZER HOMES USA, INC. CONSOLIDATED BALANCE SHEETS

in thousands (except share and per share data)	September 30, 2020			September 30, 2019
ASSETS
Cash and cash equivalents	$	327,693		$	106,741
Restricted cash	14,835			16,053
Accounts receivable (net of allowance of $358 and $304, respectively)	19,817			26,395
Income tax receivable	9,252			4,935
Owned inventory	1,350,738			1,504,248
Investments in unconsolidated entities	4,003			3,962
Deferred tax assets, net	225,143			246,957
Property and equipment, net	22,280			27,421
Operating lease right-of-use assets	13,103			—
Goodwill	11,376			11,376
Other assets	9,240			9,556
Total assets	$	2,007,480		$	1,957,644
LIABILITIES AND STOCKHOLDERS’ EQUITY
Trade accounts payable	$	132,192		$	131,152
Operating lease liabilities	15,333			—
Other liabilities	135,983			109,429
Total debt (net of debt issuance costs of $10,891 and $12,470, respectively)	1,130,801			1,178,309
Total liabilities	1,414,309			1,418,890
Stockholders’ equity:
Preferred stock (par value $0.01 per share, 5,000,000 shares authorized, no shares issued)	—			—
Common stock (par value $0.001 per share, 63,000,000 shares authorized, 31,012,326 issued and outstanding and 30,933,110 issued and outstanding, respectively)	31			31
Paid-in capital	856,466			854,275
Accumulated deficit	(263,326		)	(315,552		)
Total stockholders’ equity	593,171			538,754
Total liabilities and stockholders’ equity	$	2,007,480		$	1,957,644

*Inventory Breakdown*
Homes under construction	$	525,021		$	507,542
Development projects in progress	589,763			738,201
Land held for future development	28,531			28,531
Land held for sale	12,622			12,662
Capitalized interest	119,659			136,565
Model homes	75,142			80,747
Total owned inventory	$	1,350,738		$	1,504,248

BEAZER HOMES USA, INC.

CONSOLIDATED OPERATING AND FINANCIAL DATA – CONTINUING OPERATIONS

Quarter Ended September 30,

Fiscal Year Ended September 30,

SELECTED OPERATING DATA

2020

2019

2020

2019

Closings:

West region

958

978

3,206

2,859

East region

398

445

1,045

1,092

Southeast region

381

591

1,241

1,549

Total closings

1,737

2,014

5,492

5,500

New orders, net of cancellations:

West region

1,124

808

3,589

2,983

East region

457

283

1,328

1,152

Southeast region

428

367

1,376

1,441

Total new orders, net

2,009

1,458

6,293

5,576

Fiscal Year Ended September 30,

Backlog units at end of period:

2020

2019

West region

1,365

982

East region

624

341

Southeast region

520

385

Total backlog units

2,509

1,708

Dollar value of backlog at end of period (in millions)

995.3

665.1

	Quarter Ended September 30,					Fiscal Year Ended September 30,
SUPPLEMENTAL FINANCIAL DATA	2020		2019			2020			2019
Homebuilding revenue:
West region	$	355,448	$	354,880		$	1,180,577		$	1,012,977
East region	180,385		206,939			476,167			506,389
Southeast region	143,227		211,183			460,166			557,879
Total homebuilding revenue	$	679,060	$	773,002		$	2,116,910		$	2,077,245

Revenues:
Homebuilding	$	679,060	$	773,002		$	2,116,910		$	2,077,245
Land sales and other	7,688		8,699			10,167			10,494
Total revenues	$	686,748	$	781,701		$	2,127,077		$	2,087,739

Gross profit:
Homebuilding	$	115,976	$	117,844		$	348,110		$	206,034
Land sales and other	624		(1,547		)	(470		)	(39,998		)
Total gross profit	$	116,600	$	116,297		$	347,640		$	166,036

Reconciliation of homebuilding gross profit and the related gross margin before impairments and abandonments and interest amortized to cost of sales to homebuilding gross profit and gross margin, the most directly comparable GAAP measure, is provided for each period discussed below. Management believes that this information assists investors in comparing the operating characteristics of homebuilding activities by eliminating many of the differences in companies’ respective level of impairments and level of debt.


	Quarter Ended September 30,								Fiscal Year Ended September 30,
	2020				2019				2020				2019
Homebuilding gross profit/margin	$	115,976	17.1	%	$	117,844	15.2	%	$	348,110	16.4	%	$	206,034	9.9	%
Inventory impairments and abandonments (I&A)	637				—				1,646				110,029
Homebuilding gross profit/margin before I&A	116,613		17.2	%	117,844		15.2	%	349,756		16.5	%	316,063		15.2	%
Interest amortized to cost of sales	30,701				36,256				94,844				93,875
Homebuilding gross profit/margin before I&A and interest amortized to cost of sales	$	147,314	21.7	%	$	154,100	19.9	%	$	444,600	21.0	%	$	409,938	19.7	%

Reconciliation of Adjusted EBITDA to total company net income (loss), the most directly comparable GAAP measure, is provided for each period discussed below. Management believes that Adjusted EBITDA assists investors in understanding and comparing the operating characteristics of homebuilding activities by eliminating many of the differences in companies’ respective capitalization, tax position and level of impairments. These EBITDA measures should not be considered alternatives to net income determined in accordance with GAAP as an indicator of operating performance.

The reconciliation of Adjusted EBITDA to total company net income (loss) below differs from prior year, as it reclassifies stock-based compensation expense from an adjustment within EBITDA to an adjustment within Adjusted EBITDA in order to accurately present EBITDA per its definition.


	Quarter Ended September 30,					Fiscal Year Ended September 30,
	2020			2019		2020		2019
Net income (loss)	$	23,678		$	2,429	$	52,226	$	(79,520	)
Expense (benefit) from income taxes	8,764			7,034		17,664		(37,245		)
Interest amortized to home construction and land sales expenses and capitalized interest impaired	30,727			37,415		95,662		108,941
Interest expense not qualified for capitalization	2,095			1,309		8,468		3,109
EBIT	65,264			48,187		174,020		(4,715		)
Depreciation and amortization	4,806			5,847		15,640		14,759
EBITDA	70,070			54,034		189,660		10,044
Stock-based compensation expense	5,167			2,533		10,036		10,526
Loss on extinguishment of debt	—			25,494		—		24,920
Inventory impairments and abandonments ^(a)	637			—		2,111		134,711
Restructuring and severance expenses	(44		)	—		1,317		—
Litigation settlement in discontinued operations	1,260			—		1,260		—
Adjusted EBITDA	$	77,090		$	82,061	$	204,384	$	180,201

^(a)	In periods during which we impaired certain of our inventory assets, capitalized interest that is impaired is included in the line above titled “Interest amortized to home construction and land sales expenses and capitalized interest impaired.”

View source version on businesswire.com: https://www.businesswire.com/news/home/20201112005950/en/

Beazer Homes USA, Inc.

David I. Goldberg

Vice President of Treasury and Investor Relations

770-829-3700

[email protected]

KEYWORDS: United States North America Georgia

INDUSTRY KEYWORDS: Construction & Property Residential Building & Real Estate

MEDIA:

Logo

November 12, 2020 4:18 pm

Transco Commences Registered Exchange Offer for its 3.250% Senior Notes Due 2030 and 3.950% Senior Notes Due 2050

Transco Commences Registered Exchange Offer for its 3.250% Senior Notes Due 2030 and 3.950% Senior Notes Due 2050

TULSA, Okla.–(BUSINESS WIRE)–
Transcontinental Gas Pipe Line Company, LLC (“Transco”), a wholly owned subsidiary of The Williams Companies, Inc. (NYSE: WMB), announced today that it has commenced an offer to exchange any and all of its $700 million in aggregate principal amount of outstanding 3.250 percent Senior Notes due 2030 (the “Original 2030 Notes”) and $500 million in aggregate principal amount of outstanding 3.950 percent Senior Notes due 2050 (the “Original 2050 Notes” and, together with the Original 2030 Notes, the “Original Notes”) for an equal amount of the applicable series of its registered 3.250 percent Senior Notes due 2030 (the “2030 Exchange Notes”) and 3.950 percent Senior Notes due 2050 (the “2050 Exchange Notes” and, together with the 2030 Exchange Notes, the “Exchange Notes”).

The terms of the Exchange Notes are identical in all material respects to those of the applicable series of the Original Notes, except that the Exchange Notes have been registered under the Securities Act of 1933, as amended, and the transfer restrictions, restrictive legends, registration rights and additional interest provisions relating to the Original Notes do not apply to the Exchange Notes. The purpose of the Exchange Offer is to fulfill Transco’s obligations under the registration rights agreement entered into in connection with the issuance of the Original Notes. Transco will not receive any proceeds from the exchange offer.

The exchange offer will expire at 5:00 p.m. Eastern Standard Time (EST) on December 11, 2020, unless extended (such date and time, as may be extended, the “Expiration Date”). The settlement date for the exchange offer will occur promptly following the Expiration Date. The terms of the exchange offer and other information relating to Transco and the Exchange Notes are set forth in a prospectus dated November 12, 2020, a copy of which has been filed with the Securities and Exchange Commission. Transco has not authorized any person to provide information other than as set forth in the prospectus.

Copies of the prospectus and the transmittal letter governing the exchange offer can be obtained from the exchange agent, The Bank of New York Mellon Trust Company, N.A., by faxing a request to (732) 667-9408 or by writing via regular or certified mail, or overnight courier, to The Bank of New York Mellon Trust Company, N.A., Corporate Trust Operations—Reorganization Unit, 111 Sanders Creek Parkway, East Syracuse, New York 13057, Attn: Tiffany Castor.

This press release is for informational purposes only and does not constitute an offer to sell nor a solicitation of an offer to buy any security. The exchange offer is being made solely pursuant to the prospectus dated November 12, 2020, including any supplements thereto, and only to such persons and in such jurisdictions as is permitted under applicable law.

About Williams

Williams (NYSE: WMB) is committed to being the leader in providing infrastructure that safely delivers natural gas products to reliably fuel the clean energy economy. Headquartered in Tulsa, Oklahoma, Williams is an industry-leading, investment grade C-Corp with operations across the natural gas value chain including gathering, processing, interstate transportation and storage of natural gas and natural gas liquids. With major positions in top U.S. supply basins, Williams connects the best supplies with the growing demand for clean energy. Williams owns and operates more than 30,000 miles of pipelines system wide – including Transco, the nation’s largest volume and fastest growing pipeline – and handles approximately 30 percent of the natural gas in the United States that is used every day for clean-power generation, heating and industrial use.

Portions of this document may constitute “forward-looking statements” as defined by federal law. Although Transco believes any such statements are based on reasonable assumptions, there is no assurance that actual outcomes will not be materially different. Additional information about issues that could lead to material changes in performance is contained in Transco’s annual and quarterly reports filed with the Securities and Exchange Commission.

View source version on businesswire.com: https://www.businesswire.com/news/home/20201112005848/en/

MEDIA:

[email protected]

(800) 945-8723

INVESTOR CONTACTS:

Danilo Juvane

(918) 573-5075

KEYWORDS: Oklahoma United States North America

INDUSTRY KEYWORDS: Oil/Gas Energy

MEDIA:

Logo

November 12, 2020 4:18 pm

AvalonBay Communities, Inc. Declares Fourth Quarter 2020 Dividends

AvalonBay Communities, Inc. Declares Fourth Quarter 2020 Dividends

ARLINGTON, Va.–(BUSINESS WIRE)–AvalonBay Communities, Inc. (NYSE: AVB) announced today that its Board of Directors declared a cash dividend on the Company’s Common Stock (par value $0.01 per share) for the fourth quarter of 2020. The Common Stock dividend is $1.59 per share and is payable January 15, 2021 to all Common Stockholders of Record as of December 31, 2020.

About AvalonBay Communities, Inc.

As of September 30, 2020, the Company owned or held a direct or indirect ownership interest in 294 apartment communities containing 86,676 apartment homes in 11 states and the District of Columbia, of which 19 communities were under development. The Company is an equity REIT in the business of developing, redeveloping, acquiring and managing apartment communities in leading metropolitan areas primarily in New England, the New York/New Jersey Metro area, the Mid-Atlantic, the Pacific Northwest, and the Northern and Southern California regions of the United States. More information may be found on the Company’s website at http://www.avalonbay.com.

View source version on businesswire.com: https://www.businesswire.com/news/home/20201112006048/en/

Jason Reilley

Vice President

Investor Relations

AvalonBay Communities, Inc.

703-317-4681

KEYWORDS: United States North America Virginia

INDUSTRY KEYWORDS: Construction & Property Residential Building & Real Estate

MEDIA:

Logo

November 12, 2020 4:18 pm

Dillard’s, Inc. Reports Third Quarter Results

Dillard’s, Inc. Reports Third Quarter Results

LITTLE ROCK, Ark.–(BUSINESS WIRE)–
Dillard’s, Inc. (NYSE: DDS) (the “Company” or “Dillard’s”) announced operating results for the 13 and 39 weeks ended October 31, 2020. This release contains certain forward-looking statements. Please refer to the Company’s cautionary statements included below under “Forward-Looking Information.” In particular, these results include certain effects of the COVID-19 pandemic which has had, and is continuing to have, a significant negative impact on the Company’s business, results of operations and financial position. Given the uncertainty surrounding the COVID-19 pandemic and its economic effects, the related financial impact to fiscal 2020 cannot be reasonably estimated at this time. For a more detailed discussion of the factors that could materially and adversely affect Dillard’s business, financial condition and results of operations, see the caption “Risk Factors” in the Company’s most recent Form 10-K filed on March 31, 2020, as updated by our periodic filings with the SEC.

Dillard’s Chief Executive Officer William T. Dillard, II stated, “We have worked hard on inventory and expense control in unpredictable conditions throughout the pandemic. We achieved a 249 basis point gross margin improvement for the third quarter with ending inventory down 22%. Additionally, we cut expenses $100 million. As we enter this holiday season, one thing we can predict is the dedication of our associates and their exceptional service to our customers.”

Highlights of the Third Quarter (Compared to the Prior Year Third Quarter)

Net income of $31.9 million compared to net income of $5.5 million for the prior year third quarter
Net income of $1.43 per share compared to net income of $0.22 per share
Comparable store sales decreased approximately 24%.
Gross margin improved 249 basis points of sales
Inventory decreased approximately 22%
Selling, general and administrative expenses decreased $99.9 million
Short-term borrowings of $15.0 million following $229.6 million at August 1, 2020 and compared to $98.6 million at November 2, 2019
Share repurchases of $19.5 million (0.6 million shares) during the quarter

Third Quarter Results

Dillard’s reported net income for the 13 weeks ended October 31, 2020 of $31.9 million or $1.43 per share, compared to net income of $5.5 million, or $0.22 per share, for the prior year third quarter. Included in net income for the 13 weeks ended October 31, 2020 is a $2.2 million pretax loss ($1.4 million after tax or $0.06 per share) primarily related to the sale of a store property. The Company expects to be in a net operating loss position for the fiscal year. The CARES Act, signed into law on March 27, 2020, allows for net operating loss carryback to years in which the federal tax rate was 35%. Included in net income for the 13 weeks ended October 31, 2020 is a net tax benefit related to this provision.

Included in net income for the prior year 13 weeks ended November 2, 2019 is a pretax loss of $0.3 million ($0.2 million after tax or $0.01 per share) primarily related to the sale of a store property and $2.8 million ($0.11 per share) in tax benefits related to amended state tax return filings.

Net sales for the 13 weeks ended October 31, 2020 and the 13 weeks ended November 2, 2019 were $1,024.9 million and $1,388.3 million, respectively. Net sales includes the operations of the Company’s construction business, CDI Contractors, LLC (“CDI”).

Total retail sales (which excludes CDI) for the 13-week periods ended October 31, 2020 and November 2, 2019 were $994.6 million and $1,334.2 million, respectively. Total retail sales decreased approximately 25% for the 13-week period ended October 31, 2020. Sales in comparable stores for the same period decreased approximately 24%.

Sales of home and furniture significantly outperformed the other categories followed by ladies’ accessories and lingerie and cosmetics. Sales of ladies’ apparel were significantly below trend. Sales in the Eastern region moderately outperformed the Central and Western regions, respectively.

Gross Margin / Inventory

Consolidated gross margin (which includes CDI) for the 13 weeks ended October 31, 2020 improved 249 basis points of sales to 35.7% compared to 33.2% for the prior year third quarter.

Retail gross margin for the 13 weeks ended October 31, 2020 improved 210 basis points of sales to 36.6% compared to 34.5% for the prior year third quarter primarily due to decreased markdowns.

Inventory at October 31, 2020 decreased approximately 22% compared to November 2, 2019.

Selling, General and Administrative Expenses

Consolidated selling, general and administrative expenses (“operating expenses”) for the 13 weeks ended October 31, 2020 decreased $99.9 million to $318.2 million (31.0% of sales) compared to $418.1 million (30.1% of sales) for the prior year third quarter primarily due to decreased payroll expense. While savings were realized in all expense categories, payroll expense declined approximately 28% during the quarter partially as a result of the Company’s reduced operating hours.

Retail operating expenses for the 13 weeks ended October 31, 2020 decreased $100.0 million to $316.7 million (31.9% of sales) compared to $416.7 million (31.2% of sales) for the prior year third quarter.

Share Repurchase

During the 13 weeks ended October 31, 2020, the Company purchased $19.5 million (approximately 0.6 million shares) of Class A Common Stock under its $500 million share repurchase program.

During the 39 weeks ended October 31, 2020, the Company purchased $95.6 million (approximately 2.2 million shares) of Class A Common Stock. As of October 31, 2020, authorization of $173.1 million remained under the program. Total shares outstanding (Class A and Class B Common Stock) at October 31, 2020 and November 2, 2019 were 22.0 million and 24.7 million, respectively.

39-Week Results

Dillard’s reported a net loss for the 39 weeks ended October 31, 2020 of $138.7 million or $6.05 per share, compared to net income of $43.4 million, or $1.69 per share, for the prior year 39-week period. Included in net loss for the 39 weeks ended October 31, 2020 is a $2.2 million pretax loss ($1.4 million after tax or $0.06 per share) primarily related to the sale of a store property. The Company expects to be in a net operating loss position for the fiscal year. The CARES Act, signed into law on March 27, 2020, allows for net operating loss carryback to years in which the federal tax rate was 35%. Included in net loss for the 39 weeks ended October 31, 2020 is a net tax benefit related to this provision.

Included in net income for the prior year 39 weeks ended November 2, 2019 is a pretax gain of $12.0 million ($9.4 million after tax or $0.37 per share) primarily related to the sale of four store properties and $2.8 million ($0.11 per share) in tax benefits related to amended state tax return filings.

Net sales for the 39 weeks ended October 31, 2020 and the 39 weeks ended November 2, 2019 were $2,730.6 million and $4,280.6 million, respectively. Net sales includes the operations of the Company’s construction business, CDI Contractors, LLC (“CDI”).

Total retail sales for the 39-week periods ended October 31, 2020 and November 2, 2019 were $2,638.8 million and $4,132.9 million, respectively. Total retail sales decreased approximately 36% for the 39-week period ended October 31, 2020.

Consolidated gross margin for the same 39-week periods was 27.2% and 32.6% of sales, respectively. Retail gross margin for the 39 weeks ended October 31, 2020 and November 2, 2019 was 28.0% and 33.7% of sales, respectively.

Consolidated operating expenses for the 39 weeks ended October 31, 2020 decreased $356.7 million to $875.7 million (32.1% of sales) compared to $1,232.4 million (28.8% of sales) for the prior year 39-week period primarily due to decreased payroll expense. Payroll expense declined approximately 34% during the 39-week period ended October 31, 2020.

Retail operating expenses for the 39 weeks ended October 31, 2020 decreased $356.5 million to $871.1 million (33.0% of sales) compared to $1,227.6 million (29.7% of sales) for the prior year 39-week period.

Store Information

Dillard’s has announced the upcoming closure of its Paradise Valley Mall location in Phoenix, Arizona (200,000 square feet). The Company expects to close the location by the end of the fiscal year. Dillard’s operates 250 Dillard’s locations and 32 clearance centers spanning 29 states and an Internet store at www.dillards.com. Total store square footage at October 31, 2020 was 48.0 million square feet.


Dillard’s, Inc. and Subsidiaries
Condensed Consolidated Statements of Operations (Unaudited)
(In Millions, Except Per Share Data)

	13 Weeks Ended								39 Weeks Ended
	October 31, 2020				November 2, 2019				October 31, 2020				November 2, 2019
	Amount		% of Net Sales		Amount		% of Net Sales		Amount		% of Net Sales		Amount		% of Net Sales
Net sales	$	1,024.9	100.0	%	$	1,388.3	100.0	%	$	2,730.6	100.0	%	$	4,280.6	100.0	%
Service charges and other income	27.2		2.7		35.3		2.5		88.3		3.2		99.8		2.3
	1,052.1		102.7		1,423.6		102.5		2,818.9		103.2		4,380.4		102.3

Cost of sales	658.7		64.3		926.8		66.8		1,987.0		72.8		2,886.6		67.4
Selling, general and administrative expenses	318.2		31.0		418.1		30.1		875.7		32.1		1,232.4		28.8
Depreciation and amortization	53.4		5.2		56.2		4.0		155.2		5.7		162.9		3.8
Rentals	5.1		0.5		5.9		0.4		16.3		0.6		18.2		0.4
Interest and debt expense, net	12.2		1.2		11.5		0.8		37.3		1.4		35.0		0.8
Other expense	2.0		0.2		1.9		0.1		6.4		0.2		5.8		0.1
(Loss) gain on disposal of assets	(2.2)		(0.2)		(0.3)		0.0		(2.2)		(0.1)		12.0		0.3
Income (loss) before income taxes	0.3		—		2.9		0.2		(261.2)		(9.6)		51.5		1.2
Income taxes (benefit)	(31.6)				(2.6)				(122.5)				8.1
Net income (loss)	$	31.9	3.1	%	$	5.5	0.4	%	$	(138.7)	(5.1)	%	$	43.4	1.0	%

Basic and diluted earnings (loss) per share	$	1.43			$	0.22			$	(6.05)			$	1.69
Basic and diluted weighted average shares	22.3				24.9				22.9				25.6


Dillard’s, Inc. and Subsidiaries
Condensed Consolidated Balance Sheets (Unaudited)
(In Millions)

	October 31, 2020		November 2, 2019
Assets
Current Assets:
Cash and cash equivalents	$	61.1	$	79.1
Restricted cash	—		8.5
Accounts receivable	28.4		48.2
Merchandise inventories	1,545.3		1,970.0
Federal and state income taxes	127.0		—
Other current assets	65.6		74.2
Total current assets	1,827.4		2,180.0

Property and equipment, net	1,348.8		1,494.5
Operating lease assets	40.5		48.6
Deferred income taxes	14.7		—
Other assets	74.5		77.0

Total Assets	$	3,305.9	$	3,800.1

Liabilities and Stockholders’ Equity
Current Liabilities:
Trade accounts payable and accrued expenses	$	1,031.8	$	1,211.5
Other short-term borrowings	15.0		98.6
Current portion of long-term debt and finance lease liabilities	0.8		1.1
Current portion of operating lease liabilities	12.8		15.3
Federal and state income taxes	—		4.5
Total current liabilities	1,060.4		1,331.0

Long-term debt and finance lease liabilities	366.0		366.7
Operating lease liabilities	27.4		33.0
Other liabilities	271.3		243.2
Deferred income taxes	—		13.8
Subordinated debentures	200.0		200.0
Stockholders’ equity	1,380.8		1,612.4

Total Liabilities and Stockholders’ Equity	$	3,305.9	$	3,800.1


Dillard’s, Inc. and Subsidiaries
Condensed Consolidated Statements of Cash Flows (Unaudited)
(In Millions)

	39 Weeks Ended
	October 31, 2020			November 2, 2019
Operating activities:
Net (loss) income	$	(138.7	)	$	43.4
Adjustments to reconcile net (loss) income to net cash (used in) provided by operating activities:
Depreciation and amortization of property and other deferred cost	157.3			164.4
Loss (gain) on disposal of assets	2.2			(12.0		)
Proceeds from insurance	8.7			0.4
Changes in operating assets and liabilities:
Decrease in accounts receivable	17.8			1.6
Increase in merchandise inventories	(80.3		)	(441.6		)
Increase in other current assets	(13.7		)	(2.0		)
Increase in other assets	(2.1		)	(8.4		)
Increase in trade accounts payable and accrued expenses and other liabilities	145.8			286.3
Decrease in income taxes	(162.5		)	(9.1		)
Net cash (used in) provided by operating activities	(65.5		)	23.0

Investing activities:
Purchase of property and equipment and capitalized software	(49.5		)	(70.9		)
Proceeds from disposal of assets	1.5			22.0
Distribution from joint venture	0.2			1.4
Net cash used in investing activities	(47.8		)	(47.5		)

Financing activities:
Principal payments on long-term debt and finance lease liabilities	(0.9		)	(0.7		)
Cash dividends paid	(10.7		)	(7.8		)
Purchase of treasury stock	(102.9		)	(101.5		)
Issuance cost of line of credit	(3.2		)	—
Increase in short-term borrowings	15.0			98.6
Net cash used in financing activities	(102.7		)	(11.4		)

Decrease in cash, cash equivalents and restricted cash	(216.0		)	(35.9		)
Cash, cash equivalents and restricted cash, beginning of period	277.1			123.5
Cash, cash equivalents and restricted cash, end of period	$	61.1		$	87.6

Non-cash transactions:
Accrued capital expenditures	$	6.0		$	9.6
Stock awards	0.8			1.0
Lease assets obtained in exchange for new operating lease liabilities	4.1			4.6

Forward-Looking Information

The foregoing contains certain “forward-looking statements” within the definition of federal securities laws. The following are or may constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995: statements including (a) words such as “may,” “will,” “could,” “believe,” “expect,” “future,” “potential,” “anticipate,” “intend,” “plan,” “estimate,” “continue,” or the negative or other variations thereof, and (b) statements regarding matters that are not historical facts. The Company cautions that forward-looking statements contained in this report are based on estimates, projections, beliefs and assumptions of management and information available to management at the time of such statements and are not guarantees of future performance. The Company disclaims any obligation to update or revise any forward-looking statements based on the occurrence of future events, the receipt of new information, or otherwise. Forward-looking statements of the Company involve risks and uncertainties and are subject to change based on various important factors. Actual future performance, outcomes and results may differ materially from those expressed in forward-looking statements made by the Company and its management as a result of a number of risks, uncertainties and assumptions. Representative examples of those factors include (without limitation) the COVID-19 pandemic and its effects on public health, our supply chain, the health and well-being of our employees and customers, and the retail industry in general; other general retail industry conditions and macro-economic conditions; economic and weather conditions for regions in which the Company’s stores are located and the effect of these factors on the buying patterns of the Company’s customers, including the effect of changes in prices and availability of oil and natural gas; the availability of consumer credit; the impact of competitive pressures in the department store industry and other retail channels including specialty, off-price, discount and Internet retailers; changes in consumer spending patterns, debt levels and their ability to meet credit obligations; changes in tax legislation; changes in legislation, affecting such matters as the cost of employee benefits or credit card income; adequate and stable availability and pricing of materials, production facilities and labor from which the Company sources its merchandise; changes in operating expenses, including employee wages, commission structures and related benefits; system failures or data security breaches; possible future acquisitions of store properties from other department store operators; the continued availability of financing in amounts and at the terms necessary to support the Company’s future business; fluctuations in LIBOR and other base borrowing rates; the elimination of LIBOR; potential disruption from terrorist activity and the effect on ongoing consumer confidence; other epidemic, pandemic or public health issues; potential disruption of international trade and supply chain efficiencies; any government-ordered restrictions on the movement of the general public or the mandated or voluntary closing of retail stores in response to the COVID-19 pandemic; world conflict and the possible impact on consumer spending patterns and other economic and demographic changes of similar or dissimilar nature. The Company’s filings with the Securities and Exchange Commission, including its Annual Report on Form 10-K for the fiscal year ended February 1, 2020, contain other information on factors that may affect financial results or cause actual results to differ materially from forward-looking statements.

View source version on businesswire.com: https://www.businesswire.com/news/home/20201112005948/en/

Dillard’s, Inc.

Julie Johnson Guymon

501-376-5965

[email protected]

KEYWORDS: United States North America Arkansas

INDUSTRY KEYWORDS: Retail Department Stores Fashion

MEDIA:

Logo

November 12, 2020 4:18 pm

Liberty Media Corporation Closes Private Offering of $800 Million of 0.50% Exchangeable Senior Debentures Due 2050

Liberty Media Corporation Closes Private Offering of $800 Million of 0.50% Exchangeable Senior Debentures Due 2050

ENGLEWOOD, Colo.–(BUSINESS WIRE)–
Liberty Media Corporation (“Liberty”) (Nasdaq: LSXMA, LSXMB, LSXMK, BATRA, BATRK, FWONA, FWONK) announced today that it has closed its previously announced private offering of $800 million aggregate original principal amount of its 0.50% exchangeable senior debentures due 2050 (the “Debentures”).

Upon an exchange of Debentures, Liberty, at its option, may deliver shares of Live Nation Entertainment, Inc. (“Live Nation”) common stock or the value thereof in cash (or any combination of shares of Live Nation common stock and cash). Initially, 11.0983 shares of Live Nation common stock are attributable to each $1,000 principal amount of Debentures, representing an initial exchange price of approximately $90.10 for each share of Live Nation common stock. A total of approximately 8,878,640 shares of Live Nation common stock are attributable to the Debentures. Interest will be payable quarterly on March 1, June 1, September 1 and December 1 of each year, commencing March 1, 2021. The Debentures may be redeemed by Liberty, in whole or in part, on or after September 1, 2024. Holders of the Debentures also have the right to require Liberty to purchase their Debentures on September 1, 2024. The redemption and purchase price will generally equal 100% of the adjusted principal amount of the Debentures plus accrued and unpaid interest to the redemption date, plus any final period distribution.

Liberty expects to use the net proceeds of the offering for general corporate purposes, which may include the future repayment of indebtedness, including Liberty’s 2.25% Exchangeable Senior Debentures due 2048, and the settlement of the call spread between the Formula One Group and the Liberty SiriusXM Group related to 34.8 million shares of Liberty’s Live Nation common stock.

The Debentures have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), or any state securities laws and, unless so registered, may not be offered or sold in the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and applicable state securities laws. The Debentures were offered by means of an offering memorandum solely to “Qualified Institutional Buyers” pursuant to, and as that term is defined in, Rule 144A of the Securities Act.

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

Forward-Looking Statements

This press release includes certain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including statements relating to the offering of Debentures and the use of proceeds therefrom. These forward-looking statements involve many risks and uncertainties that could cause actual results to differ materially from those expressed or implied by such statements, including, without limitation, general market conditions. These forward-looking statements speak only as of the date of this press release, and Liberty expressly disclaims any obligation or undertaking to disseminate any updates or revisions to any forward-looking statement contained herein to reflect any change in Liberty’s expectations with regard thereto or any change in events, conditions or circumstances on which any such statement is based. Please refer to the publicly filed documents of Liberty, including its most recent Annual Report on Form 10-K and Quarterly Reports on Form 10-Q, for risks and uncertainties related to Liberty’s business which may affect the statements made in this press release.

About Liberty Media Corporation

Liberty Media Corporation operates and owns interests in a broad range of media, communications and entertainment businesses. Those businesses are attributed to three tracking stock groups: the Liberty SiriusXM Group, the Braves Group and the Formula One Group. The businesses and assets attributed to the Liberty SiriusXM Group (NASDAQ: LSXMA, LSXMB, LSXMK) include Liberty Media Corporation’s interest in SiriusXM and Live Nation. The businesses and assets attributed to the Braves Group (NASDAQ: BATRA, BATRK) include Liberty Media Corporation’s subsidiary Braves Holdings, LLC, whose principal business is the Atlanta Braves. The businesses and assets attributed to the Formula One Group (NASDAQ: FWONA, FWONK) consist of all of Liberty Media Corporation’s businesses and assets other than those attributed to the Liberty SiriusXM Group and the Braves Group, including its subsidiary Formula 1 and a minority equity investment in AT&T Inc.

View source version on businesswire.com: https://www.businesswire.com/news/home/20201112005944/en/

Liberty Media Corporation

Courtnee Chun, 720-875-5420

KEYWORDS: Colorado United States North America

INDUSTRY KEYWORDS: Internet Online Technology Entertainment TV and Radio

MEDIA:

Logo

November 12, 2020 4:18 pm

Trean Insurance Group Reports Third Quarter 2020 Results

– 23
%
Year-over-Year Growth in Gross Written Premiums
to $
132
.
3
Million –

– Net Income of $69.3 Million, Diluted Earnings per Share of $1.41 –

– Adjusted Net Income
of $10.5 Million,
Adjusted Diluted Earnings per Share of $0.21 –

– Significant Year-over-Year Improvement in Loss and Combined Ratios –

WAYZATA, Minn., Nov. 12, 2020 (GLOBE NEWSWIRE) — Trean Insurance Group, Inc. (Nasdaq: TIG) (“Trean” or the “Company”), a leading provider of products and services to the specialty insurance market, today reported results for the third quarter ended September 30, 2020.

Trean completed its initial public offering (“IPO”) in July 2020 and the results detailed below reflect gains and expenses related to the IPO and the Company’s public company readiness efforts.

Third
Quarter 2020
Highlights
and Subsequent Event
s

Gross written premiums increased 23.0% to $132.3 million, compared to $107.5 million in the third quarter of 2019
Loss ratio of 55.9%, a 720 basis point improvement compared to 63.1% in the third quarter of 2019
Expense ratio of 25.1%, a 90 basis point improvement compared to 26.0% in the third quarter of 2019
Combined ratio of 81.0%, an 810 basis point improvement versus 89.1% in the prior-year period
Net income was $69.3 million and diluted earnings per share were $1.41, primarily driven by a one-time $69.8 million gain on revaluation of the Company’s Compstar Holding Company LLC (“Compstar”) investment, and partially offset by $11.7 million in certain IPO-related bonuses, expenses and contract buyout fee
Adjusted net income⁽¹⁾ (excluding the aforementioned IPO-related events), was $10.5 million, and adjusted diluted earnings per share were $0.21
Return on equity of 102.5%; Adjusted return on equity⁽¹⁾ (excluding the aforementioned IPO-related events) of 15.5%; Adjusted return on tangible equity was 25.9%⁽¹⁾
Subsequent to quarter end, completed acquisition of 7710 Insurance Company and its associated program manager and agency

_{⁽¹⁾

Adjusted net income, adjusted return on equity

, adjusted return on tangible equity

and underwriting income are non-GAAP financial measures. See discussion of “Key Metrics” below.}

“Our proven business model and operating strategy produced an outstanding third quarter performance despite the ongoing challenging environment,” stated Andrew M. O’Brien, President and Chief Executive Officer of Trean. “We produced double-digit growth in gross written premiums, in large part due to the onboarding of new program partners that are already providing valuable contributions. Furthermore, our prudent underwriting approach and ability to quickly and fairly resolve claims led to a strong quarter of profitability. As we begin looking into 2021, we are excited about the multiple opportunities present in workers compensation and other lines. We will also continue to invest thoughtfully in our business to support our program partners and to promote sustainable long-term growth.”

Underwriting Results

Gross written premiums increased 23.0% to $132.3 million for the third quarter of 2020, compared to $107.5 million for the third quarter of 2019, primarily attributable to the addition of new program partners brought on board during the second and third quarters of 2020. Net earned premiums of $27.9 million grew 25.7% compared to the prior year’s third quarter, driven by the increase in gross written and gross earned premiums, partially offset by an increase in ceded earned premiums compared to the prior-year period.

Underwriting income⁽¹⁾ was $5.3 million, resulting in a combined ratio of 81.0% for the third quarter of 2020, compared to underwriting income of $2.4 million and a combined ratio of 89.1% for the prior-year period. Losses and loss adjustment expenses for the third quarter of 2020 were $15.6 million, which resulted in a 55.9% loss ratio, a 720 basis point improvement compared to 63.1% in the prior-year period. The improvement in the loss ratio during the third quarter was primarily attributable to the increase in net earned premiums during the period, offset by a decrease in favorable loss reserve estimate true-ups made during the third quarter of 2020 versus the third quarter of 2019.

General and administrative expenses were $7.0 million for the third quarter of 2020, compared to $5.8 million for the prior-year period. The Company’s expense ratio was 25.1% for the third quarter of 2020, a 90 basis point improvement compared to 26.0% for the prior-year period, primarily attributable to an increase in net earned premiums, partially offset by a rise in net agent commissions resulting from the increase in written premiums, higher salaries and benefits resulting from an expanded workforce and an increase in professional service expenses.

The third quarters of 2020 and 2019 included certain gains and expenses related to the IPO transaction and other consulting expenses, and management fee expenses including cash bonuses paid to unitholders and employees. Adjusted net income⁽¹⁾, which excludes those items, for the third quarter of 2020 was $10.5 million, a 61.8% increase compared to net income of $6.5 million for the prior-year period. Adjusted diluted earnings per share for the third quarter of 2020 were $0.21.

Investment Results

Net investment income was $1.9 million for the third quarter of 2020, compared to $1.7 million for the prior-year period. Cash and invested assets consist primarily of fixed maturities, equity securities and cash equivalents. The majority of the Company’s investment portfolio at September 30, 2020 was comprised of fixed maturity securities that were classified as available-for-sale of $375.3 million. Also included in investments at September 30, 2020 were $3.7 million of equity securities and $165.3 million of cash and cash equivalents. The Company’s investment portfolio had an average rating of “AA” at both September 30, 2020 and September 30, 2019.

Other

Other revenue increased $2.8 million, or 110.9%, to $5.4 million for the third quarter of 2020, compared to $2.6 million for the prior-year period, largely driven by an increase in brokerage fees earned due to the timing of effective dates of reinsurance contracts for current and new programs and increases in estimated premiums on reinsurance contracts.

Equity earnings in affiliates, net of tax were $0.4 million for the third quarter of 2020, compared to $1.0 million for the third quarter of 2019. The decrease primarily resulted from the Company acquiring the remaining 55% interest in Compstar in July 2020; following the acquisition, the Company now owns 100% of Compstar.

Shareholders
’ Equity and Returns

Total shareholders’ equity was $401.8 million at September 30, 2020, compared to $141.6 million at December 31, 2019. Return on equity was 102.5% for the third quarter of 2020, compared to 18.0% for the prior-year period, and adjusted return on equity⁽¹⁾ was 15.5% for the third quarter of 2020, compared to 20.2% for the prior-year period. The change in return on equity reflected a significant increase in the Company’s shareholders’ equity, primarily resulting from the increases in additional paid-in capital related to the IPO and retained earnings since December 2019. Return on tangible equity was 171.2% for the third quarter of 2020, compared to 18.5% for the prior-year period and adjusted return on tangible equity was 25.9% for the third quarter of 2020, compared to 20.7% for the prior-year period.

Webcast and Conference Call

A webcast and conference call to discuss the Company’s results will be held today beginning at 5:00 p.m. (Eastern Time). The audio webcast is accessible through the investor relations section of the Company’s website at https://investors.trean.com.

The dial-in number for the conference call is (877) 407-3982 (toll-free) or (201) 493-6780 (international), conference ID# 13711785. Any person interested in listening to the call should dial in or access the website at least 10 minutes before the call.

A replay of the call will be available at https://investors.trean.com for one year following the call.

Key M
etrics

The Company discusses certain key financial and operating metrics, described below, which provide useful information about its business and the operational factors underlying its financial performance.

Underwriting income is a non-GAAP financial measure defined as income before taxes excluding net investment income, investment revaluation gains, net realized capital gains or losses, IPO-related expenses, intangible asset amortization, noncash share-based compensation, other revenue, interest expense and other income. See “Reconciliation of Non-GAAP Financial Measures” for a reconciliation of underwriting income to income before taxes in accordance with GAAP.

Adjusted net income is a non-GAAP financial measure defined as net income excluding the impact of various unusual events, including the consummation of the reorganization transactions in connection with our IPO, noncash intangible asset amortization and share-based compensation, or gains or losses that the Company does not believe reflect its core operating performance, which items may have a disproportionate effect in a given period, affecting comparability of the Company’s results. See “Reconciliation of Non-GAAP Financial Measures” for a reconciliation of adjusted net income to net income in accordance with GAAP.

Loss ratio, expressed as a percentage, is the ratio of losses and loss adjustment expenses to net earned premiums.

Expense ratio, expressed as a percentage, is the ratio of general and administrative expenses to net earned premiums.

Combined ratio is the sum of the loss ratio and the expense ratio. A combined ratio under 100% generally indicates an underwriting profit. A combined ratio over 100% generally indicates an underwriting loss.

Return on equity is net income expressed on an annualized basis as a percentage of average beginning and ending shareholders’ equity during the period.

Adjusted return on equity is a non-GAAP financial measured defined as adjusted net income expressed on an annualized basis as a percentage of average beginning and ending shareholders’ equity during the period. See “Reconciliation of Non-GAAP Financial Measures” for a reconciliation of adjusted return on equity to return on equity in accordance with GAAP.

Tangible shareholders’ equity is defined as shareholders’ equity less goodwill and other intangible assets.

Return on tangible equity is a non-GAAP financial measure defined as net income expressed on an annualized basis as a percentage of average beginning and ending tangible shareholders’ equity during the period.

Adjusted return on tangible equity is a non-GAAP financial measure defined as adjusted net income expressed on an annualized basis as a percentage of average beginning and ending tangible shareholders’ equity during the period. See “Reconciliation of Non-GAAP Financial Measures” for a reconciliation of adjusted return on tangible equity to return on equity in accordance with GAAP.

Forward-Looking Statements

This press release contains forward-looking statements as that term is defined in the Private Securities Litigation Reform Act of 1995. Forward-looking statements include statements that are not historical or current facts. These statements may discuss the Company’s net income, cash flow, financial condition, impairments, expenditures, growth, strategies, plans, achievements, capital structure, organizational structure, market opportunities and general market and industry conditions. Such forward-looking statements can be identified by words such as “anticipate,” “estimate,” “expect,” “intend,” “plan,” “predict,” “project,” “believe,” “seek,” “outlook,” “future,” “will,” “would,” “should,” “could,” “may,” “can have,” “likely” and similar terms. Forward-looking statements are based on management’s current expectations and assumptions about future events. These statements are only predictions and are not guarantees of future performance. Forward-looking statements involve risks and uncertainties that could cause actual results to differ materially from those in the forward-looking statements if the underlying assumptions prove to be incorrect or as a result of risks, uncertainties, and other factors, including the impact of the COVID-19 pandemic on the business and operations of the Company, our program partners and other business relations. Other factors that may cause such differences include the risks described in the Company’s filings with the U.S. Securities and Exchange Commission, including the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2020. These forward-looking statements speak only as of the date on which they are made. Except as required by applicable securities laws, the Company disclaims any obligation to update or revise any forward-looking statement, whether as a result of new information, future developments, changes in assumptions or otherwise. Investors are cautioned not to place undue reliance on the forward-looking statements contained in this press release or in other filings and public statements of the Company.

About
Trean
Insurance Group, Inc.

Trean Insurance Group, Inc. (Nasdaq: TIG) provides products and services to the specialty insurance market. Trean underwrites specialty casualty insurance products both through its program partners and its own managing general agencies. Trean also provides its program partners with a variety of services including issuing carrier services, claims administration and reinsurance brokerage. Trean is licensed to write business across 49 states and the District of Columbia. For more information, please visit www.trean.com.

Contacts

Investor Relations
[email protected]
(952) 974-2260

Trean Insurance Group, Inc. and Subsidiaries
Condensed Consolidated Statements of Operations
(in thousands)
(unaudited)


	Three Months Ended September 30,								Percentage		Nine Months Ended September 30,								Percentage
	2020			2019			Change		Change		2020			2019			Change		Change
Revenues
Gross written premiums	$	132,284		$	107,534		24,750		23.0	%	$	349,755		$	313,488		36,267		11.6	%
Increase in gross unearned premiums		(22,963	)		(5,612	)	(17,351	)	309.2	%		(39,601	)		(18,099	)	(21,502	)	118.8	%
Gross earned premiums		109,321			101,922		7,399		7.3	%		310,154			295,389		14,765		5.0	%
Ceded earned premiums		(81,465	)		(79,761	)	(1,704	)	2.1	%		(238,460	)		(230,227	)	(8,233	)	3.6	%
Net earned premiums		27,856			22,161		5,695		25.7	%		71,694			65,162		6,532		10.0	%
Net investment income		1,857			1,721		136		7.9	%		6,653			4,578		2,075		45.3	%
Gain on revaluation of Compstar investment		69,846			–		69,846		100.0	%		69,846			–		69,846		100.0	%
Net realized capital gains (losses)		115			(34	)	149		(438.2	)%		3,345			689		2,656		385.5	%
Other revenue		5,401			2,561		2,840		110.9	%		11,323			8,049		3,274		40.7	%
Total revenue		105,075			26,409		78,666		297.9	%		162,861			78,478		84,383		107.5	%
Expenses
Losses and loss adjustment expenses		15,564			13,976		1,588		11.4	%		40,681			38,446		2,235		5.8	%
General and administrative expenses		6,995			5,756		1,239		21.5	%		23,437			15,894		7,543		47.5	%
IPO bonuses and contract buyout fee		11,054			–		11,054		100.0	%		11,054			–		11,054		100.0	%
Intangible asset amortization		1,120			11		1,109		10,081.8	%		1,154			35		1,119		3,197.1	%
Noncash share-based compensation		307			–		307		100.0	%		307			–		307		100.0	%
Interest expense		520			498		22		4.4	%		1,482			1,683		(201	)	(11.9	)%
Total expenses		35,560			20,241		15,319		75.7	%		78,115			56,058		22,057		39.3	%
Other income (expense)		209			(8	)	217		(2,712.5	)%		263			118		145		122.9	%
Income before taxes		69,724			6,160		63,564		1,031.9	%		85,009			22,538		62,471		277.2	%
Provision for income taxes		788			1,395		(607	)	(43.5	)%		4,679			4,404		275		6.2	%
Equity earnings in affiliates, net of tax		401			1,021		(620	)	(60.7	)%		2,333			2,494		(161	)	(6.5	)%
Net income	$	69,337		$	5,786		63,551		1,098.4	%	$	82,663		$	20,628		62,035		300.7	%
Earnings per share:
Basic	$	1.41		$	0.15						$	2.00		$	0.55
Diluted	$	1.41		$	0.15						$	2.00		$	0.55
Weighted average shares outstanding
Basic		49,054,441			37,386,394							41,304,132			37,386,394
Diluted		49,056,001			37,386,394							41,304,652			37,386,394

Key Metrics

	Three Months Ended September 30,						Nine Months Ended September 30,
(in thousands, except percentages)	2020			2019			2020			2019
Underwriting income⁽¹⁾	$	5,297		$	2,429		$	7,576		$	10,822
Adjusted net income⁽¹⁾	$	10,477		$	6,474		$	21,600		$	21,797
Loss ratio		55.9	%		63.1	%		56.7	%		59.0	%
Expense ratio		25.1	%		26.0	%		32.7	%		24.4	%
Combined ratio		81.0	%		89.1	%		89.4	%		83.4	%
Return on equity		102.5	%		18.0	%		40.6	%		23.4	%
Adjusted return on equity⁽¹⁾		15.5	%		20.2	%		10.6	%		24.7	%
Return on tangible equity⁽¹⁾		171.2	%		18.5	%		67.3	%		24.0	%
Adjusted return on tangible equity⁽¹⁾		25.9	%		20.7	%		17.6	%		25.3	%

⁽¹⁾ Adjusted net income, adjusted return on equity, return on tangible equity, adjusted return on tangible equity and underwriting income are non-GAAP financial measures. See “Reconciliation of Non-GAAP Financial Measures” below for a reconciliation to the applicable GAAP measure.

Trean Insurance Group, Inc. and Subsidiaries
Condensed Consolidated Balance Sheets
(in thousands, except share data)


	September 30, 2020		December 31, 2019
Assets	(unaudited)
Fixed maturities, available for sale	$	375,286	$	337,865
Preferred stock, available for sale		240		343
Common stock, available for sale		3,458		492
Equity method investments		232		12,173
Total investments		379,216		350,873

Cash and cash equivalents		165,255		74,268
Restricted cash		21,175		1,800
Accrued investment income		2,418		2,468
Premiums and other receivables		99,635		62,460
Income taxes refundable		797		–
Related party receivables		33		22,221
Reinsurance recoverable		350,425		307,338
Prepaid reinsurance premiums		103,929		80,088
Deferred policy acquisition cost, net		3,777		2,115
Property and equipment, net		8,439		7,937
Right of use asset		6,558		–
Deferred tax asset		–		1,367
Goodwill		139,575		2,822
Intangible assets, net		73,436		–
Other assets		9,721		3,277
Total assets	$	1,364,389	$	919,034

Liabilities
Unpaid loss and loss adjustment expenses	$	465,502	$	406,716
Unearned premiums		143,390		103,789
Funds held under reinsurance agreements		160,614		163,445
Reinsurance premiums payable		59,756		53,620
Accounts payable and accrued expenses		73,865		14,995
Lease liability		7,054		–
Income taxes payable		–		714
Deferred tax liability		12,597		–
Long-term debt		39,858		29,040
Total liabilities		962,636		772,319

Redeemable preferred stock		–		5,100

Shareholders’ Equity
Common stock		511		–
Members’ equity		–		78,438
Additional paid-in capital		287,234		17,995
Retained earnings		104,853		40,361
Accumulated other comprehensive loss		9,155		4,821
Total shareholders’ equity		401,753		141,615
Total liabilities and shareholders’ equity	$	1,364,389	$	913,934

Reconciliation of Non-GAAP Financial Measures

Underwriting income

The Company defines underwriting income as income before taxes excluding net investment income, investment revaluation gains, net realized capital gains or losses, IPO-related expenses, intangible asset amortization, noncash share-based compensation, other revenue, interest expense and other income. Underwriting income represents the pre-tax profitability of the Company’s underwriting operations and allows management to evaluate the Company’s underwriting performance without regard to investment income, IPO-related expenses, intangible asset amortization, noncash share-based compensation, interest expense and other revenue and income. The Company uses this metric because the Company believes it gives management and other users of the Company’s financial information useful insight into the Company’s underwriting business performance by adjusting for these expenses and sources of income. Underwriting income should not be viewed as a substitute for net income calculated in accordance with GAAP, and other companies may define underwriting income differently.


	Three Months Ended September 30,						Percentage		Nine Months Ended September 30,						Percentage
(in thousands, except percentages)	2020			2019			Change		2020			2019			Change
Net income	$	69,337		$	5,786		1,098.0	%	$	82,663		$	20,628		300.7	%
Income tax expense		788			1,395		(43.5	)%		4,679			4,404		6.2	%
Equity earnings in affiliates, net of tax		(401	)		(1,021	)	(60.7	)%		(2,333	)		(2,494	)	(6.5	)%
Income before taxes		69,724			6,160		1,031.9	%		85,009			22,538		277.2	%
Other revenue		(5,401	)		(2,561	)	110.9	%		(11,323	)		(8,049	)	40.7	%
Net investment income		(1,857	)		(1,721	)	7.9	%		(6,653	)		(4,578	)	45.3	%
Gain on revaluation of Compstar investment		(69,846	)		–		100.0	%		(69,846	)		–		100.0	%
Net realized capital gains (losses)		(115	)		34		(438.2	)%		(3,345	)		(689	)	385.5	%
Interest expense		520			498		4.4	%		1,482			1,683		(11.9	)%
IPO bonuses and contract buyout fee		11,054			–		100.0	%		11,054			–		100.0	%
Intangible asset amortization		1,120			11		10,081.8	%		1,154			35		3,197.1	%
Noncash share-based compensation		307			–		100.0	%		307			–		100.0	%
Other income (expense)		(209	)		8		(2,712.5	)%		(263	)		(118	)	122.9	%
Underwriting income	$	5,297		$	2,429		118.1	%	$	7,576		$	10,822		(30.0	)%

Adjusted net income

The Company defines adjusted net income as net income excluding the impact of certain items, including the consummation of the reorganization transactions in connection with the IPO, noncash intangible asset amortization and share-based compensation, or gains or losses that the Company believes do not reflect its core operating performance, which items may have a disproportionate effect in a given period, affecting comparability the Company’s results across periods. The Company calculates the tax impact only on adjustments that would be included in calculating the Company’s income tax expense using the effective tax rate at the end of each period. The Company uses adjusted net income as an internal performance measure in the management of its operations because the Company believes it gives its management and other users of its financial information useful insight into the Company’s results of operations and underlying business performance by eliminating the effects of these items. Adjusted net income should not be viewed as a substitute for net income calculated in accordance with GAAP, and other companies may define adjusted net income differently.


	Three Months Ended September 30,						Percentage
(in thousands, except percentages)	2020			2019			Change
Net income	$	69,337		$	5,786		1,098.4	%
Intangible asset amortization		1,120			11		10,081.8	%
Noncash stock-based compensation		307			–		100.0	%
Expenses associated with Altaris management fee, including cash bonuses paid to unitholders		–			441		(100.0	)%
Expenses associated with IPO and other one-time legal and consulting expenses		645			387		66.7	%
Expenses related to debt issuance costs, including OID amortization		–			25		(100.0	)%
FMV adjustment of remaining investment in subsidiary		(69,846	)		–		100.0	%
IPO bonuses and contract buyout fee		11,054			–		100.0	%
Total adjustments		(56,720	)		864		(6,664.8	)%
Tax impact of adjustments		(2,140	)		(176	)	1,115.9	%
Adjusted net income	$	10,477		$	6,474		61.8	%


	Nine Months Ended September 30,						Percentage
(in thousands, except percentages)	2020			2019			Change
Net income	$	82,663		$	20,628		300.7	%
Intangible asset amortization		1,154			35		3,197.1	%
Noncash stock-based compensation		307			–		100.0	%
Expenses associated with Altaris management fee, including cash bonuses paid to unitholders		883			1,324		(33.3	)%
Expenses associated with IPO and other one-time legal and consulting expenses		1,845			829		122.6	%
Expenses related to debt issuance costs, including OID amortization		135			75		80.0	%
FMV adjustment of remaining investment in subsidiary		(71,846	)		–		100.0	%
Net loss (gain) on purchase & disposal of subsidiaries		(3,115	)		(634	)	391.3	%
IPO bonuses and contract buyout fee		11,054			–		100.0	%
Total adjustments		(59,583	)		1,629		(3,757.6	)%
Tax impact of adjustments		(1,480	)		(460	)	221.7	%
Adjusted net income	$	21,600		$	21,797		(0.9	)%

A

djusted return on equity

The Company defines adjusted return on equity as adjusted net income expressed on an annualized basis as a percentage of average beginning and ending shareholders’ equity during the period. The Company uses adjusted return on equity as an internal performance measure in the management of its operations because the Company believes it gives management and other users of the Company’s financial information useful insight into the Company’s results of operations and underlying business performance by adjusting for items that the Company believes do not reflect its core operating performance and that may diminish comparability across periods. Adjusted return on equity should not be viewed as a substitute for return on equity calculated in accordance with GAAP, and other companies may define adjusted return on equity differently.


	Three Months Ended September 30,						Nine Months Ended September 30,
(in thousands, except percentages)	2020			2019			2020			2019
Adjusted return on equity calculation:
Numerator: adjusted net income	$	10,477		$	6,474		$	21,600		$	21,797
Denominator: average shareholders’ equity		270,519			128,299			271,684			117,688
Adjusted return on equity		15.5	%		20.2	%		10.6	%		24.7	%
Return on equity		102.5	%		18.0	%		40.6	%		23.4	%

Return on tangible equity and adjusted return on tangible equity

The Company defines tangible shareholders’ equity as shareholders’ equity less goodwill and other intangible assets. The Company defines return on tangible equity as net income expressed on an annualized basis as a percentage of average beginning and ending tangible shareholders’ equity during the period. The Company defines adjusted return on tangible equity as adjusted net income expressed on an annualized basis as a percentage of average beginning and ending tangible shareholders’ equity during the period. The Company regularly evaluates acquisition opportunities and have historically made acquisitions that affect shareholders’ equity. The Company uses return on tangible equity and adjusted return on tangible equity as internal performance measures in the management of the Company’s operations because the Company believes they give management and other users of its financial information useful insight into the Company’s results of operations and underlying business performance by adjusting for the effects of acquisitions on the Company’s shareholders’ equity and, in the case of adjusted return on tangible equity, by adjusting for items that the Company believes do not reflect its core operating performance and that may diminish comparability across periods. Return on tangible equity and adjusted return on tangible equity should not be viewed as substitutes for return on equity calculated in accordance with GAAP, and other companies may define return on tangible equity and adjusted return on tangible equity differently.


	Three Months Ended September 30,						Nine Months Ended September 30,
(in thousands, except percentages)	2020			2019			2020			2019
Return on tangible equity calculation:
Numerator: net income	$	69,337		$	5,786		$	82,663		$	20,628
Denominator:
Average shareholders’ equity		270,519			128,299			271,684			117,688
Less: Average goodwill and other intangible assets		108,476			2,982			107,994			2,993
Average tangible shareholders’ equity		162,043			125,317			163,690			114,695
Return on tangible equity		171.2	%		18.5	%		67.3	%		24.0	%
Return on equity		102.5	%		18.0	%		40.6	%		23.4	%



	Three Months Ended September 30,						Nine Months Ended September 30,
(in thousands, except percentages)	2020			2019			2020			2019
Adjusted return on tangible equity calculation:
Numerator: adjusted net income	$	10,477		$	6,474		$	21,600		$	21,797
Denominator: average tangible shareholders’ equity		162,043			125,317			163,690			114,695
Adjusted return on tangible equity		25.9	%		20.7	%		17.6	%		25.3	%
Return on equity		102.5	%		18.0	%		40.6	%		23.4	%

November 12, 2020 4:18 pm

Fortive to Present at the Wolfe Research Virtual Industrials Conference

Fortive to Present at the Wolfe Research Virtual Industrials Conference

EVERETT, Wash.–(BUSINESS WIRE)–
Fortive Corporation (“Fortive”) (NYSE: FTV) today announced that President and Chief Executive Officer, Jim Lico, and Senior Vice President and Chief Financial Officer, Chuck McLaughlin, will be presenting at the Wolfe Research Virtual Industrials Conference on Monday, November 16, 2020 at 10:15 a.m. ET. The audio will be simultaneously webcast and will be archived on www.fortive.com.

ABOUT FORTIVE

Fortive is a provider of essential technologies for connected workflow solutions across a range of attractive end-markets. The company holds leading positions in intelligent operating solutions, precision technologies, and advanced healthcare solutions. Fortive is headquartered in Everett, Washington and employs a team of more than 17,000 research and development, manufacturing, sales, distribution, service and administrative employees in more than 50 countries around the world. With a culture rooted in continuous improvement, the core of our company’s operating model is the Fortive Business System. For more information please visit: www.fortive.com.

View source version on businesswire.com: https://www.businesswire.com/news/home/20201112005375/en/

Griffin Whitney

Vice President, Investor Relations

Fortive Corporation

6920 Seaway Boulevard

Everett, WA 98203

Telephone: (425) 446-5000

KEYWORDS: Washington United States North America

INDUSTRY KEYWORDS: Hardware Other Health Health Technology Software

MEDIA:

Logo

November 12, 2020 4:18 pm

Crown Castle to Present at November Investor Conferences

HOUSTON, Nov. 12, 2020 (GLOBE NEWSWIRE) — Crown Castle International Corp. (NYSE: CCI) (“Crown Castle”) announced today that Jay Brown, Crown Castle’s President and Chief Executive Officer, will present at one investor conference in November and Dan Schlanger, Crown Castle’s Executive Vice President and Chief Financial Officer, will present at two investor conferences in November. The presentations will be broadcast over the Internet, and the live audio webcast links will be available on Crown Castle’s website at www.crowncastle.com, where they will also be archived for replay.

Mr. Schlanger is scheduled to present on Tuesday, November 17, 2020 at 10:20 a.m. Eastern Time at the New Street 2020 Conference: 5G. Infrastructure. Applications. Innovation. Disruption. The presentation is expected to last approximately 30 minutes.

Mr. Brown is scheduled to present on Wednesday, November 18, 2020 at 8:45 a.m. Eastern Time at the NAREIT REITworld: 2020 Annual Conference. The presentation is expected to last approximately 30 minutes.

Mr. Schlanger is scheduled to present on Wednesday, November 18, 2020 at 1:15 p.m. Eastern Time at the Morgan Stanley Virtual European Technology, Media & Telecom Conference. The presentation is expected to last approximately 40 minutes.

ABOUT CROWN CASTLE

Crown Castle owns, operates and leases more than 40,000 cell towers and approximately 80,000 route miles of fiber supporting small cells and fiber solutions across every major U.S. market. This nationwide portfolio of communications infrastructure connects cities and communities to essential data, technology and wireless service – bringing information, ideas and innovations to the people and businesses that need them. For more information on Crown Castle, please visit www.crowncastle.com.

CONTACTS
Dan Schlanger, CFO
Ben Lowe, VP & Treasurer
Crown Castle International Corp.
713-570-3050

November 12, 2020 4:18 pm

Recruiter.com Reports Third Quarter 2020 Results

Net Income increased to $1.44M, or $0.28 per share

HOUSTON, Nov. 12, 2020 (GLOBE NEWSWIRE) — Recruiter.com Group, Inc. (OTCQB: RCRT), a leading hiring platform with the world’s largest network of job recruiters, today announced results of operations for the third quarter ended September 30, 2020.

“We continue to see the rapidly growing demand for our solutions from companies big and small,” stated Evan Sohn, Chairman, and CEO. “From expanding our talented team to growing relationships with both new and established customers, our third quarter was filled with major accomplishments that have placed us in a great position for rapid growth moving into 2021.”

Key Highlights:

Surpassed 27,000 recruiters on our Job Market platform as of September 30, 2020;
Launched our artificial intelligence (AI) powered candidate sourcing technology to create what we believe is the first platform in the world to offer recruiters access to both jobs and AI-matched candidates;
Expanded the Company’s Board with an independent director, Deborah Leff, Global Leader and Industry CTO for Data Science and Artificial Intelligence (“AI”) at IBM.
Received multiple major media appearances for the Recruiter Index®, Recruiter.com’s survey of recruiter sentiment on the job market, hiring, and recruiting demand. Most notably, Evan Sohn appeared on CNBC on November 5, 2020, to discuss the conditions of the job market in the US;
Signed $13 million in revenue potential with numerous new clients in the mortgage and digital lending industry;
Signed key agreement with a Fortune 50 company, numerous healthcare companies, and experienced strong growth in Recruiters on Demand;
Formed a strategic partnership with Beeline, a global leader in software solutions for managing the extended workforce, to market a unique, diversity-focused network of recruiters to Beeline customers.
Formed a partnership with DVBE Connect, an award-winning, disabled veteran-owned recruiting and staffing company, to build a curated on-demand team of veteran recruiters;
Delivered innovative recruiting solutions for the healthcare industry by partnering with hospitals and leading healthcare recruiting companies to work to fill many registered nursing positions;

“We are at the epicenter of the Great Rehire,” continued Sohn. “Our disruptive business model, matched with our technological prowess, has made recruiting faster, cheaper, and easier than ever before. We are on track to realize our vision of becoming one of the leading on-demand professional recruiting solutions, well-positioned to provide an essential service to both Fortune 500 companies and small and medium-sized businesses, as the great re-hiring continues.”

“With a network of more than 27,000 recruiters, AI-matching technology, on-demand recruiting, video screening technology, and more, Recruiter.com is uniquely positioned to help accelerate the recruiting and hiring process during the reopening of America, and I couldn’t be more excited to help drive that positive mission forward,” concluded Sohn.

Third Quarter 2020 Financial Results

Revenue ending nine months was $6.16 million, representing a 50.9% increase year-over-year. Revenue for the quarter was $1.99 million. This increase resulted from a rise in hiring in our Permanent Placement business line, particularly in connection with the mortgage industry, as well as an increase in our Recruiters on Demand business;
Net income in the third quarter of 2020 was $1.44 million, or $0.28 per share, and included $4.21 million in non-cash income, primarily a result of the change in the fair value of a derivative liability;
Adjusted EBITDA was $(0.71) million, compared to $(0.54) million in the third quarter of 2019.
Please refer to our 11-12-20 10-Q filing at www.sec.gov for complete financial statements, footnotes and results of operations including management’s discussion and analysis of financial condition and results of operations.

“We believe we have built a strong foundation for long-term growth,” said Judy Krandel, Chief Financial Officer of Recruiter.com. “We believe our strategic investments in people and technology are primed to generate significant returns in the quarters ahead as businesses continue to move forward with reopening plans. With a dominant marketing position and increasing demand, we are well-positioned to capitalize on a wealth of opportunities.”

Recruiter.com Group, Inc.

Recruiter.com is a hiring platform for the world’s largest network of small and independent recruiters. We empower businesses to recruit specialized talent faster with virtual teams of recruiters and AI job-matching technology. Visit https://www.recruiter.com.

For investor information, visit https://www.recruiter.com/investors.html.

Please follow social media channels for additional updates:

LinkedIn Recruiter Network Group: https://www.linkedin.com/groups/42370/
LinkedIn Company Page: https://www.linkedin.com/company/1240434
Twitter Company Page: https://twitter.com/recruiterdotcom
Facebook Company Page: https://www.facebook.com/RecruiterDotCom

Company Contact:

Recruiter.com Group, Inc.
Phone: (855) 931-1500

C
autionary Note Regarding Forward-Looking Statements:

This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including but are not limited to demand for our services, revenue potential, and the economic re-opening. The words “forecasts” “believe,” “may,” “estimate,” “continue,” “anticipate,” “intend,” “should,” “plan,” “could,” “target,” “potential,” “is likely,” “will,” “expect” and similar expressions, as they relate to us, are intended to identify forward-looking statements. We have based these forward-looking statements primarily on our current expectations and projections about future events and financial trends that we believe may affect our financial condition, results of operations, business strategy, and financial needs. Important factors that could cause actual results to differ from those in the forward-looking statements include continued demand for professional hiring, the impact of the COVID-19 pandemic on the job market and the economy as virus levels are again rising in many states, and the Risk Factors contained within our filings with the Securities and Exchange Commission, including our Annual Report on Form 10-K for the year ended December 31, 2019. Any forward-looking statement made by us herein speaks only as of the date on which it is made. Factors or events that could cause our actual results to differ may emerge from time to time, and it is not possible for us to predict all of them. We undertake no obligation to publicly update any forward-looking statements, whether as a result of new information, future developments, or otherwise, except as may be required by law.

November 12, 2020 4:18 pm

Mettler-Toledo International Inc. Announces Webcast of Presentation at the Wolfe Research Virtual Healthcare Conference

Columbus, OH, Nov. 12, 2020 (GLOBE NEWSWIRE) — Mettler-Toledo International Inc. (NYSE:MTD) today announced the webcast of its presentation at the Wolfe Research Virtual Healthcare Conference on Wednesday, November 18, 2020, at 3:10 p.m. Eastern Time. To hear a live webcast of the presentation, visit the investor relations page on the Company’s Web site at www.mt.com/investors. A replay of the webcast will be available for seven days.

METTLER TOLEDO (NYSE: MTD) is a leading global supplier of precision instruments and services. We have strong leadership positions in all of our businesses and believe we hold global number-one market positions in most of them. We are recognized as an innovation leader and our solutions are critical in key R&D, quality control, and manufacturing processes for customers in a wide range of industries including life sciences, food, and chemicals. Our sales and service network is one of the most extensive in the industry. Our products are sold in more than 140 countries and we have a direct presence in approximately 40 countries. With proven growth strategies and a focus on execution, we have achieved a long-term track record of strong financial performance. For more information, please visit www.mt.com.

Mary T. Finnegan
Investor Relations
+1-614-438-4748