Market Newsdesk

November 18, 2020 5:24 pm

Corporacion America Airports Announces 3Q20 Results

Corporacion America Airports Announces 3Q20 Results

Sequential monthly improvement in passenger traffic and cargo although still significantly impacted by Covid-19

LUXEMBOURG–(BUSINESS WIRE)–Corporación América Airports S.A. (NYSE: CAAP), (“CAAP” or the “Company”) the largest private sector airport operator based on the number of airports under management reported today its unaudited, consolidated results for the three-month and nine-month periods ended September 30, 2020. Financial results are expressed in millions of U.S. dollars and are prepared in accordance with International Financial Reporting Standards (IFRS) as issued by the International Accounting Standards Board (“IASB”).

Commencing 3Q18, the Company began reporting results of its Argentinean subsidiaries applying Hyperinflation Accounting, in accordance to IFRS rule IAS 29 (“IAS 29”), as detailed on Section“Hyperinflation Accounting in Argentina” on page 26.

Third Quarter 2020 Highlights

Consolidated Revenues of $97.6 million, down 76.6% YoY. Excluding the impact of IFRS rule IAS 29, revenues declined 77.3%, or $338.6 million, to $99.4 million, mainly due to a $168.8 million drop in Aeronautical revenues and a $76.1 decline in Commercial revenues driven by the impact of the COVID-19 pandemic, coupled with lower construction service revenue in Argentina reflecting lower capex in the period

Key operating metrics decreased YoY impacted by Covid-19, but showed improved sequentially:

passenger traffic was 2.6 million, a 88.7% YoY decline, but up over 5x from 0.4 million in 2Q20

cargo volume declined 46.8% YoY to 52.9 thousand tons, but improved 16.1% from 45.5 thousand tons in 2Q20

aircraft movements reached 60.1 thousand, a 73.4% YoY decline but more than doubled from 28.5 thousand in 2Q20

Operating Loss of $123.0 million compared to an operating gain of $61.8 million in 3Q19, primarily due to the impact of Covid-19 pandemic on revenues and a $58.8 million impairment loss in relation with Brazilian assets. In addition, in 3Q19 operating income was impacted by a bad debt provision of $23.1 million in Argentina.

Adjusted EBITDA loss of $77.3 million on an “As Reported” basis, compared to Adjusted EBITDA of $99.9 million in 3Q19. Ex-IAS 29, Adjusted EBITDA was a loss of $77.8 million compared to $102.1 million in 3Q19. When excluding an impairment loss in 3Q20 and bad debt charges in 3Q19, Adjusted EBITDA improved to a loss of $19.0 million in 3Q20, from a loss of $33.2 million in 2Q20, but below Adjusted EBITDA of $125.2 million in 3Q19.

On August 20, 2020, CAAP’s Argentine subsidiary successfully issued a $40 million local dollar-linked note with a 2-year maturity.

During August 2020, the regulator in Italy granted a 2-year extension to all airport concessions in the country.

Subsequent Events

On November 6, 2020, the Company’s Italian subsidiary announced it obtained an 85 million Euro bank loan from a pool of financial institutions, with a 6-year term and a 2-year grace period, guaranteed by the Italian public export credit insurance agency.

CEO Message

“While results this quarter remain impacted by the ongoing effects of the global Covid-19 pandemic, including travel restrictions and lower passenger demand, we have been seeing a gradual monthly improvement in passenger traffic, cargo volume and aircraft movements since May. This was mainly led by better trends in Brazil which continues to recover; further supported by higher activity in Italy during the summer,” noted Mr. Martín Eurnekian, CEO of Corporación América Airports.

“Over the past six months we have made significant progress on several fronts as we execute against the action plan established at the onset of this health crisis to mitigate the effects of the Covid-19 pandemic. First, we exceeded the cost reduction goals¹ we established for the second and third quarter of this year lowering our cash operating costs excluding concession fees, by 48% in 3Q20 compared to the same period last year. Second, our operations in Argentina, Uruguay, Ecuador and Armenia achieved operating cash breakeven levels in the quarter. Third, we refinanced an important portion of our principal and interest payment. We also increased our liquidity position through new financings in Italy this month, and remain focused on strengthening our financial position. Finally, we continue to work with regulatory bodies and governments across our concessions to obtain compensation for the impact of this crisis.”

“Upholding high-safety standards is of paramount importance for us with several of our main airports already obtaining independent health certifications. Ezeiza airport in Argentina, along with our airports in Brasilia, Guayaquil and Galapagos are among the 100 airports worldwide that have obtained ACI’s recently launched ‘Airport Health Accreditation’. We are also working towards completing ACI’s certification for Montevideo Airport. Moreover, our airports in Pisa and Florence were the first in Italy to receive independent certification of health protocols. All other airports have been operating under these same strict health protocols that were developed in conjunction with the aviation industry, regulators and infectious disease experts to ensure the maximum health standards across our airport network. I am very proud of how our teams reacted rapidly to these unprecedented challenges to ensure the health and safety of employees and passengers across our operations.”

“Looking ahead, we remain cautious as we monitor the new outbreaks in Europe even though we expect to see improved performance in Latin America over the summer holidays. Longer term, our visibility remains low with a sustained recovery subject to consumers gaining confidence in the health protocols that have been established by the air travel industry worldwide, progressive lifting of government restrictions, the wide-spread availability of vaccines, and overall improved economic conditions.”

¹Cash total operating costs and expenses excluding concession fees and construction service cost.

Operating & Financial Highlights

(In millions of U.S. dollars, unless otherwise noted)

3Q20 as

reported

3Q19 as

reported

% Var as

reported

IAS 29

3Q20

3Q20 ex

IAS 29

3Q19 ex

IAS 29

% Var ex

IAS 29

Passenger Traffic (Million Passengers)⁽¹⁾⁽²⁾

2.6

22.7

-88.7%

–

2.6

22.7

-88.7%

Revenue

97.6

417.1

-76.6%

-1.8

99.4

438.0

-77.3%

Aeronautical Revenues

23.8

184.8

-87.1%

0.2

23.6

192.4

-87.8%

Non-Aeronautical Revenues

73.8

232.3

-68.2%

-2.0

75.8

245.7

-69.1%

Revenue excluding construction service

75.8

308.8

-75.5%

0.2

75.6

320.8

-76.4%

Operating (Loss) / Income

-123.0

61.8

-299.1%

-19.0

-104.1

76.6

-235.8%

Operating Margin

-126.1%

14.8%

-14,090 bps

–

-104.7%

17.5%

-12,220 bps

Net (Loss) / Income Attributable to Owners of the Parent

-143.3

-24.6

482.4%

2.1

-145.3

-25.2

476.7%

EPS (US$)

-0.90

-0.15

496.9%

0.01

-0.91

-0.16

467.6%

Adjusted EBITDA

-77.3

99.9

-177.4%

0.5

-77.8

102.1

-176.2%

Adjusted EBITDA Margin

-79.2%

23.9%

-10,312 bps

–

-78.2%

23.3%

-10,154 bps

Adjusted EBITDA Margin excluding Construction Service

-102.9%

32.3%

-13,523 bps

–

-103.8%

31.7%

-13,552 bps

Net Debt to LTM Adjusted EBITDA

31.51x

2.14x

n.m

–

–

–

–

Net Debt to LTM Adjusted EBITDA excl. impairment on intangible assets ⁽³⁾

7.35x

2.14x

n.m

–

–

–

–

Note: Figures in historical dollars (excluding IAS29) are included for comparison purposes.

1)

Note that preliminary passenger traffic figures for Ezeiza Airport, in Argentina, for 2019 as well as January 2020 were adjusted to include additional inbound passengers not accounted for in the initial count, for an average of approximately 5% of total passenger traffic at Ezeiza Airport and 1% of total traffic at CAAP, during that period. Importantly, inbound traffic does not affect revenues, as tariffs are applicable on departure passengers.

2)

Starting November 2019, the Company has reclassified its passenger traffic figures for Brasilia Airport between international, domestic and transit retroactively since June 2018 to return to the count methodology utilized until May 2018. Notwithstanding, total traffic figures remain unchanged.

3)

LTM Adjusted EBITDA excluding impairments of intangible assets

Operating & Financial Highlights

(In millions of U.S. dollars, unless otherwise noted)

9M20 as

reported

9M19 as

reported

% Var as

reported

IAS 29

9M20

9M20 ex

IAS 29

9M19 ex

IAS 29

% Var ex

IAS 29

Passenger Traffic (Million Passengers)⁽¹⁾⁽²⁾

20.1

63.3

-68.2%

–

20.1

63.3

-68.2%

Revenue

475.8

1129.2

-57.9%

-13.7

489.5

1207.8

-59.5%

Aeronautical Revenues

183.4

530.0

-65.4%

-4.7

188.1

563.0

-66.6%

Non-Aeronautical Revenues

292.4

599.2

-51.2%

-8.9

301.4

644.8

-53.3%

Revenue excluding construction service

379.0

880.3

-56.9%

-8.1

387.1

932.4

-58.5%

Operating Income

-168.6

202.8

-183.1%

-61.3

-107.3

258.5

-141.5%

Operating Margin

-35.4%

18.0%

-5,343 bps

–

-21.9%

21.4%

-4,332 bps

Net (Loss) / Income Attributable to Owners of the Parent

-213.8

42.8

-599.5%

-4.1

-209.7

-9.9

2,017.7%

EPS (US$)

-1.34

0.27

-594.8%

-0.03

-1.31

0.33

-497.0%

Adjusted EBITDA

-31.4

317.1

-109.9%

-0.3

-31.1

337.1

-109.2%

Adjusted EBITDA Margin

-6.6%

28.1%

-3,469 bps

–

-6.3%

27.9%

-3,424 bps

Adjusted EBITDA Margin excluding Construction Service

-8.7%

35.8%

-4,449 bps

–

-8.4%

36.0%

-4,443 bps

Note: Figures in historical dollars (excluding IAS29) are included for comparison purposes.

1)

See Footnote 1 in previous table.

2)

Preliminary data on 1,256 in January and 195 in February 2020 at Brasilia Airport, due to delays in the submission of information by third parties. Moreover, starting November 2019 the Company has reclassified its passenger traffic figures for Brasilia Airport between international, domestic and transit retroactively since June 2018 to return to the count methodology utilized until May 2018. Notwithstanding, total traffic figures remain unchanged.

Update on Action Plan to Mitigate Impact of COVID-19

Governmental Flight Restrictions

The recent COVID-19 virus outbreak has generated a disruption in the global economy, and in particular, the aviation industry resulting in drastic reductions in passenger traffic. During March 2020, several governments around the world, implemented measures to contain the spread, including the closing of borders and prohibition of travel, domestic lockdowns and quarantine measures. While the governments across the Company’s countries of operations have been relaxing some of these flight restrictions in recent months, the overall situation remains volatile, as governments worldwide adjust travel bans or implement requirements to enter or leave their countries, including quarantines or negative Covid-19 PCR tests, based on the evolution of the sanitary situation.

Currently, in Argentina borders remain closed to foreigners with the exception of citizens from neighboring countries, with certain requirements. Domestic flights for essential workers or specific work or health-related reasons are permitted starting October 22.

In Italy, commercial operations restarted the first week of June with restrictions for travelers coming from, or that visited or transited certain countries.

Uruguay restarted air travel in the first week of July, although borders remain closed to non-resident foreigners, with certain exemptions, and requirements upon entry.

In Brazil, commercial operations never stopped, with passenger traffic showing sequential increases since June.

In Armenia, restrictions on air travel were lifted mid-September, although some requirements apply upon entry.

Commercial operations in Ecuador restarted during the first week of June, although certain requirements apply.

Impact of COVID-19 on CAAP’s Passenger Traffic and Cargo activity

The Company’s operations have been severely impacted by the prolonged flight restrictions in most countries of operations as well as flight bans in many other countries worldwide. Total passenger traffic in July 2020 declined 92.9% year-on-year, showing a slight recovery in August and September, with declines of 88.8% and 84.1%, respectively. Commercial flights restarted in most countries of operations, with certain restrictions. By contrast, in Argentina, international flights are still operating under a special regime, and domestic flights are restricted to essential workers and passengers with special permits. Cargo activity was also impacted, with cargo volume declining 53.2% year-on-year in July 2020, improving sequentially to a drop of 45.8% YoY in August and a 40.9% decline in September.

Implementation of Mitigation Initiatives Focused on Preserving Financial Position

The crisis committee, composed of the Company’s CEO and operating CEOs of each subsidiary, continues to assess operations, with the goal of enhancing the sustainability of the Company’s business. CAAP continued to make progress on its action plan focused on:

Employees and passengers: The Company has further enhanced safety and hygiene protocols across its airports to protect the well-being of passengers and operating personnel. As travel bans are lifted and commercial flights resume across all countries, CAAP developed and established customized protocols to ensure the maximum health standards across the Company’s airport network. These protocols were approved by the respective regulatory agencies and health authorities. These include sanitization and social distance measures, screening and biocontrol procedures for all passengers travelling through our airports. Ezeiza airport in Argentina, along with CAAP’s airports in Brasilia, Guayaquil and Galápagos are among the 100 airports worldwide that obtained ACI’s recently launched “Airport Health Accreditation”. The Company is working towards completing the certification of Montevideo airport, in Uruguay. In addition, Pisa and Florence airports were the first in Italy to receive independent certification of health protocols back in July.

Cost controls and cash preservation measures: CAAP has made progress on lowering operating costs by:

Reducing personnel expenses in Brazil, Uruguay, Italy and Armenia, including lay-offs, salary reductions, placing operating employees on furlough and/or reduction of working hours. In Argentina, the Company received government assistance to cover a portion of salaries since April to October. This assistance is expected to be extended during the remainder of 2020.

Lowering maintenance and other operating expenses, through the revision of maintenance contracts across all countries of operations. While CAAP expects to benefit from these reductions in the coming quarters, it also expects to see some increases in payroll and maintenance and other operating costs as traffic continues to recover.

As a result of these combined measures, the Company achieved a 48% year-on-year reduction in cash operating costs and expenses in the quarter, following a 51% year-on-year reduction in 2Q20, beating its 43% reduction target in both quarters. Note this excludes concession fees and construction costs.

The Company also continues to aggressively manage its working capital by negotiating with its suppliers the extension of payment terms and reducing its capex program.

Negotiations with regulatory bodies and government support: The Company advanced on the renegotiations of concession fee payments with regulatory bodies:

In Brazil, last March the regulator approved the deferral to December 2020 of the variable and fixed concession fee payments that were due May and July, respectively. Recently CAAP, applied for the refinancing of 50% of this annual concession fee payment due December 2020.

In Italy, last March the Company obtained regulatory approval to defer until January 2021 the semi-annual concession fee payment originally due July 2020 and in August, CAAP also obtained a government grant for a total of Eur. 20 million to be deployed over a two-year period.

Negotiations with regulators are still ongoing in Ecuador and Uruguay in relation with the payment of the concession fee.

Re-equilibrium of the concession agreements:

Concession contracts in Argentina, Armenia and Italy allow for guaranteed returns. In Italy, during 2Q20, the regulator granted a 2-year extension to all airport concessions in the country.

The concession contracts in Brazil and Ecuador have force majeure re-equilibrium clauses. In Brazil, in 3020 the Company filed a formal request in connection with the economic re-equilibrium of the Brasilia and Natal concessions, while in Ecuador it filed a request in 2Q20 for an economic re-equilibrium process of the Guayaquil concession. In both countries, the company is moving forward with the process.

In Uruguay during 2Q20 the Company started the process to request an economic compensation to mitigate the impact of Covid-19 in the Montevideo concession.

The amounts and mechanisms for compensation will be negotiated with authorities.

Financial position and liquidity: As cash preservation is a critical focus, the Company has taken the following measures:

As a result of renegotiations with debt holders and banks, in May the Company deferred or refinanced a total of $126 million dollars in principal and interest payments as follows:

In Argentina, the Company completed an exchange offer for its $400 million international notes due 2027, with 86.73% of the principal amount tendered for exchange, resulting in a deferral of a total of $60 million dollars in principal and interest payments originally due until February 2021. It also deferred a total of $36.6 million dollars in principal due 2020 in connection with its $120 million Credit Facility and a $10 million bilateral loan.

In Uruguay, the Company executed an exchange offer for its $200 million notes due 2032, and obtained 93.60% of the principal amount tendered for exchange. As a result, CAAP has the option to defer up to $20.5 million dollars in principal and interest payments originally due until June 2021. In addition, the Company deferred a total of $8.7 million in principal payments due 2020 under local notes.

Since April, cancelled all non-mandatory capital investments and deferred non-priority projects. In 3Q20, $27.4 million were invested in capital expenditures, which included a carry-over from the first quarter and certain mandatory capex.

Implemented a set of cost control measures that achieved a significant reduction in cash operating costs in 2Q20 and 3Q20. The Company remains focused on obtaining additional efficiencies, while closely monitoring the increase of operating expenses as operations resume across all countries. Moreover, CAAP negotiated payment terms with suppliers to limit additional cash outflows.

Suspended dividends to third parties in the concessions in Italy and Ecuador for an amount of $17 million dollars. Moreover, CAAP currently does not pay corporate dividends and the Company does not have in place a share repurchase program either.

CAAP continues to work closely with the financial community to preserve the Company’s liquidity and financial flexibility. During 3Q20, the Company secured additional financing in Argentina through a $40 million dollar-linked local bond at a 0% interest rate with a 2-year maturity. Subsequent to quarter-end, CAAP’s Italian subsidiary obtained an 85 million Euro bank loan, with a 6-year term and a 2-year grace period, guaranteed by the Italian public export credit insurance agency. In addition, In Brazil, CAAP obtained an additional 6-month deferral of its debt with BNDES.

As a result of the strong cost reduction and cash preservation initiatives, CAAP managed to significantly reduce operating cash burn, reaching cash break-even levels in Argentina and Uruguay during the last two quarters and, also in Ecuador and Armenia during the third quarter.

To obtain the full text of this earnings release and the earnings presentation, please click on the following link: http://investors.corporacionamericaairports.com/Results-Center

3Q20 EARNINGS CONFERENCE CALL

When:

9:00 a.m. Eastern time, November 19, 2020

Who:

Mr. Martín Eurnekian, Chief Executive Officer

Mr. Raúl Francos, Chief Financial Officer

Ms. Gimena Albanesi, Investor Relations Manager

Dial-in:

1-888-347-6492 (U.S. domestic); 1-412-317-5258 (international)

Webcast:

https://services.choruscall.com/links/caap201119.html

Replay:

Participants can access the replay through November 26, 2020 by dialing:

1-877-344-7529 (U.S. domestic) and 1-412-317-0088 (international). Replay ID: 10149434.

Use of Non-IFRS Financial Measures

This announcement includes certain references to Adjusted EBITDA, Adjusted EBITDA Margin, Adjusted EBITDA excluding Construction Service and Adjusted EBITDA Margin excluding Construction service, as well as Net Debt:

Adjusted EBITDA is defined as income for the period before financial income, financial loss, income tax expense, depreciation and amortization.

Adjusted EBITDA Margin is calculated by dividing Adjusted EBITDA by total revenues.

Adjusted EBITDA excluding Construction Service (“Adjusted EBITDA ex-IFRIC”) is defined as income for the period before construction services revenue and cost, financial income, financial loss, income tax expense, depreciation and amortization.

Adjusted EBITDA Margin excluding Construction Service (“Adjusted EBITDA Margin ex-IFRIC12”) excludes the effect of IFRIC 12 with respect to the construction or improvements to assets under the concession and is calculated by dividing Adjusted EBITDA excluding Construction Service revenue and cost, by total revenues less Construction service revenue.

Adjusted EBITDA, Adjusted EBITDA Margin, Adjusted EBITDA excluding Construction Service and Adjusted EBITDA Margin excluding Construction Service are not measures recognized under IFRS and should not be considered as an alternative to, or more meaningful than, consolidated net income for the year as determined in accordance with IFRS or as indicators of our operating performance from continuing operations. Accordingly, readers are cautioned not to place undue reliance on this information and should note that these measures as calculated by the Company, may differ materially from similarly titled measures reported by other companies. We believe that the presentation of Adjusted EBITDA and Adjusted EBITDA excluding Construction Service enhances an investor’s understanding of our performance and are useful for investors to assess our operating performance by excluding certain items that we believe are not representative of our core business. In addition, Adjusted EBITDA and Adjusted EBITDA excluding Construction Service are useful because they allow us to more effectively evaluate our operating performance and compare the results of our operations from period to period without regard to our financing methods, capital structure or income taxes and construction services (when applicable).

Net debt is calculated by deducting “Cash and cash equivalents” from total financial debt.

Figures ex-IAS 29 result from dividing nominal Argentine pesos for the Argentine Segment, by the average foreign exchange rate of the Argentine Peso against the US dollar in the period. Percentage variations ex-IAS 29 figures compare results as presented in the prior year quarter before IAS 29 came into effect, against ex-IAS 29 results for this quarter as described above. For comparison purposes the impact of adopting IAS 29 in Aeropuertos Argentina 2000, the Company’s largest subsidiary in Argentina, is presented separately in each of the applicable sections of this earnings release, in a column denominated “IAS 29”. The impact from “Hyperinflation Accounting in Argentina” is described in more detail page 26 of this report.

Definitions and Concepts

Commercial Revenues: CAAP derives commercial revenue principally from fees resulting from warehouse usage (which includes cargo storage, stowage and warehouse services and related international cargo services), services and retail stores, duty free shops, car parking facilities, catering, hangar services, food and beverage services, retail stores, including royalties collected from retailers’ revenue, and rent of space, advertising, fuel, airport counters, VIP lounges and fees collected from other miscellaneous sources, such as telecommunications, car rentals and passenger services.

Construction Service revenue and cost: Investments related to improvements and upgrades to be performed in connection with concession agreements are treated under the intangible asset model established by IFRIC 12. As a result, all expenditures associated with investments required by the concession agreements are treated as revenue generating activities given that they ultimately provide future benefits, and subsequent improvements and upgrades made to the concession are recognized as intangible assets based on the principles of IFRIC 12. The revenue and expense are recognized as profit or loss when the expenditures are performed. The cost for such additions and improvements to concession assets is based on actual costs incurred by CAAP in the execution of the additions or improvements, considering the investment requirements in the concession agreements. Through bidding processes, the Company contracts third parties to carry out such construction or improvement services. The amount of revenues for these services is equal to the amount of costs incurred plus a reasonable margin, which is estimated at an average of 3.0% to 5.0%.

About Corporación América Airports

Corporación América Airports acquires, develops and operates airport concessions. The Company is the largest private airport operator in the world based on the number of airports and the tenth largest based on passenger traffic. Currently, the Company operates 52 airports in 7 countries across Latin America and Europe (Argentina, Brazil, Uruguay, Peru, Ecuador, Armenia and Italy). In 2019, Corporación América Airports served 84.2 million passengers. The Company is listed on the New York Stock Exchange where it trades under the ticker “CAAP”. For more information, visit http://investors.corporacionamericaairports.com

Forward Looking Statements

Statements relating to our future plans, projections, events or prospects are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements include all statements that are not historical facts and can be identified by terms such as “believes,” “continue,” “could,” “potential,” “remain,” “will,” “would” or similar expressions and the negatives of those terms. Forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. Many factors could cause our actual activities or results to differ materially from the activities and results anticipated in forward-looking statements, including, but not limited to: the COVID-19 impact, delays or unexpected casualties related to construction under our investment plan and master plans, our ability to generate or obtain the requisite capital to fully develop and operate our airports, general economic, political, demographic and business conditions in the geographic markets we serve, decreases in passenger traffic, changes in the fees we may charge under our concession agreements, inflation, depreciation and devaluation of the AR$, EUR, BRL, UYU, AMD or the PEN against the U.S. dollar, the early termination, revocation or failure to renew or extend any of our concession agreements, the right of the Argentine Government to buy out the AA2000 Concession Agreement, changes in our investment commitments or our ability to meet our obligations thereunder, existing and future governmental regulations, natural disaster-related losses which may not be fully insurable, terrorism in the international markets we serve, epidemics, pandemics and other public health crises and changes in interest rates or foreign exchange rates. The Company encourages you to review the ‘Cautionary Statement’ and the ‘Risk Factor’ sections of our annual report on Form 20-F for the year ended December 31, 2019 and any of CAAP’s other applicable filings with the Securities and Exchange Commission for additional information concerning factors that could cause those differences.

View source version on businesswire.com: https://www.businesswire.com/news/home/20201118006116/en/

Investor Relations Contact
Gimena Albanesi

Investor Relations Manager

Email: [email protected]

Phone: +5411 4852-6411

KEYWORDS: New York North America United States Europe South America Luxembourg

INDUSTRY KEYWORDS: Air Transportation Transport Destinations Travel

MEDIA:

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Posted on November 18, 2020 5:22 pm
Atlas Technical Consultants, Inc. Announces Completion of Warrant Exchange Offer and Plan to Exchange Remaining Outstanding Warrants

AUSTIN, Texas, Nov. 18, 2020 (GLOBE NEWSWIRE) — Atlas Technical Consultants, Inc. (NASDAQ: ATCX) (“Atlas” or the “Company”), a leading provider of professional testing, inspection, engineering, environmental and consulting services, today announced that, in connection with the completion of its previously announced exchange offer (the “Exchange Offer”) and consent solicitation (the “Consent Solicitation”) relating to its outstanding warrants (the “warrants”) to purchase shares of Class A common stock, par value $0.0001 per share, of the Company (the “common stock”) and the related amendment to the warrant agreement governing the warrants (the “Warrant Amendment”) that was executed on November 17, 2020, the Company plans to exercise its right, in accordance with the terms of the Warrant Amendment, to exchange all remaining untendered warrants at an exchange ratio of 0.1665 shares of common stock for each warrant. The Company has fixed the date for such exchange as December 3, 2020.

The Exchange Offer expired at midnight (end of day), Eastern Standard Time, on November 16, 2020. Based on the information provided by Continental Stock Transfer & Trust Company, the exchange agent for the Exchange Offer, a total of 19,759,386 public warrants and 3,750,000 private placement warrants were validly tendered and not withdrawn prior to the expiration of the Exchange Offer and Consent Solicitation, representing approximately 98.80% of the outstanding public warrants and 100% of the outstanding private placement warrants. On November 18, 2020, Atlas accepted all such warrants and subsequently issued an aggregate of 4,349,174 shares of common stock in exchange for the warrants tendered. Delivery of the shares to be issued in exchange for the warrants will be made promptly.

As a result of the low number of warrants remaining outstanding following expiration of the Exchange Offer, The Nasdaq Stock Market (“Nasdaq”) has indicated that trading in the Company’s warrants will be suspended immediately, effective November 18, 2020, and the NASDAQ will delist the warrants, as they no longer meet the NASDAQ’s minimum distribution criteria.

This press release is for informational purposes only and does not constitute an offer to sell, or a solicitation of an offer to buy, the securities described herein, and is also not a solicitation of the related consents. The Exchange Offer was made only pursuant to the terms and conditions of the prospectus filed in connection with the Exchange Offer and related letter of transmittal.

About
Atlas Technical Consultants

Headquartered in Austin, Texas, Atlas is a leading provider of professional testing, inspection, engineering, environmental, program management and consulting services. Under the name Atlas Technical Consultants, we offer solutions to public and private sector clients in the transportation, commercial, water, government, education and industrial markets. With approximately 140 offices in 41 states and approximately 3,300 employees, Atlas provides a broad range of mission-critical technical services, helping clients test, inspect, certify, plan, design and manage a wide variety of projects across diverse end markets. For more information, go to https://www.oneatlas.com.

Forward-Looking Statements

This press release contains certain forward-looking statements, including but not limited to, statements relating to the Company’s public offering. Forward-looking statements are based on the Company’s current expectations and assumptions. The Private Securities Litigation Reform Act of 1995 provides a safe-harbor for forward-looking statements. These statements may be identified by the use of forward-looking expressions, including, but not limited to, “expect,” “anticipate,” “intend,” “plan,” “believe,” “estimate,” “potential,” “predict,” “project,” “should,” “would” and similar expressions and the negatives of those terms, including without limitation, risks related to customary closing conditions or other risks discussed in the Company’s Annual Report on Form 10-K for the year ended December 31, 2019, as updated by its Quarterly Report on Form 10-Q for the quarter ended September 30, 2020 and in the preliminary prospectus related to the proposed offering filed with the Securities Exchange Commission. Prospective investors are cautioned not to place undue reliance on such forward-looking statements, which speak only as of the date hereof. The Company undertakes no obligation to publicly update any forward-looking statement, whether as a result of new information, future events or otherwise.

Contact:

Media

Karlene Barron
770-314-5270
[email protected]

Investor Relations

512-851-1507
[email protected]

Posted on November 18, 2020 5:20 pm
TRQ INVESTOR DEADLINE: Bernstein Liebhard LLP Reminds Investors of the Deadline to File a Lead Plaintiff Motion in a Securities Class Action Lawsuit Against Turquoise Hill Resources Ltd

PR Newswire

NEW YORK, Nov. 18, 2020 /PRNewswire/ — Bernstein Liebhard, a nationally acclaimed investor rights law firm, reminds investors of the deadline to file a lead plaintiff motion in a securities class action that has been filed on behalf of investors that purchased or acquired the securities of Turquoise Hill Resources Limited (“Turquoise Hill” or the “Company”) (NYSE: TRQ) between July 17, 2018, and July 31, 2019, inclusive (the “Class Period”). The lawsuit filed in the United States District Court for the Southern District of New York alleges violations of the Securities Exchange Act of 1934.

If you purchased Turquoise Hill securities, and/or would like to discuss your legal rights and options please visit Turquoise Hill Shareholder Lawsuit or contact Matthew E. Guarnero toll free at (877) 779-1414 or [email protected].

The Complaint alleges that throughout the Class Period, Defendants made materially false and misleading statements regarding the Company’s business, operations and prospects. Specifically, Defendants made false and/or misleading statements and/or failed to disclose: (i) the progress of underground development and of Oyu Tolgoi was not proceeding as planned; (ii) there were significant undisclosed underground stability issues that called into question the design of the mine, the projected cost and timing of production; (iii) the publicly disclosed estimates of the cost, date of completion and dates for production from the underground mine were not achievable; (iv) the “challenging ground conditions” were much more severe than Defendants represented, and in fact made it impossible for Turquoise Hill and Rio Tinto to achieve those estimates; (v) the development capital required for the underground development of Oyu Tolgoi would cost substantially more than a billion dollars over what Turquoise Hill and Rio Tinto had represented; and (v) Turquoise Hill would require additional financing and/or equity to complete the project.

On July 31, 2019, Turquoise Hill issued a press release and MD&A which it filed as exhibits on Forms 6-K announcing the Company’s financial and operating results for the second quarter of fiscal year 2019. The press release, among other things, stated that the Company’s “preliminary estimates indicated that sustainable first production could be delayed by 16 to 30 months compared with Q1’21 estimate in the original feasibility study guidance in 2016, and the development capital project may increase by $1.2 billion to $1.90 billion over the $5.3 billion previously disclosed.”

Following this news, on August 1, 2019, Turquoise Hill’s common stock price closed at $0.53 per share, down 8.62% from the day’s closing price of $0.58 per share, with over 16.6 million shares traded.

If you wish to serve as lead plaintiff, you must move the Court no later than December 14, 2020. A lead plaintiff is a representative party acting on behalf of other class members in directing the litigation. Your ability to share in any recovery doesn’t require that you serve as lead plaintiff. If you choose to take no action, you may remain an absent class member.

If you purchased Turquoise Hill securities, and/or would like to discuss your legal rights and options please visit https://www.bernlieb.com/cases/turquoisehillresources-trq-shareholder-class-action-lawsuit-stock-fraud-325/apply/ or contact Matthew E. Guarnero toll free at (877) 779-1414 or [email protected].

Since 1993, Bernstein Liebhard LLP has recovered over $3.5 billion for its clients. In addition to representing individual investors, the Firm has been retained by some of the largest public and private pension funds in the country to monitor their assets and pursue litigation on their behalf. As a result of its success litigating hundreds of lawsuits and class actions, the Firm has been named to The National Law Journal’s “Plaintiffs’ Hot List” thirteen times and listed in The Legal 500 for ten consecutive years.

ATTORNEY ADVERTISING. © 2020 Bernstein Liebhard LLP. The law firm responsible for this advertisement is Bernstein Liebhard LLP, 10 East 40th Street, New York, New York 10016, (212) 779-1414. The lawyer responsible for this advertisement in the State of Connecticut is Michael S. Bigin. Prior results do not guarantee or predict a similar outcome with respect to any future matter.

Contact Information

Matthew E. Guarnero

Bernstein Liebhard LLP
https://www.bernlieb.com
(877) 779-1414
[email protected]

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SOURCE Bernstein Liebhard LLP

Posted on November 18, 2020 5:16 pm
Liberty Health Sciences Announces Update Regarding Senior Secured Convertible Debentures

PR Newswire

Liberty agrees to restructure and repay existing debentures and issue new debentures

TORONTO, Nov. 18, 2020 /PRNewswire/ – Liberty Health Sciences Inc. (CSE: LHS) (OTCQX: LHSIF) www.libertyhealthsciences.com (“Liberty” or the “Company“), a provider of high-quality cannabis, provides the following update on its restructuring offer on its outstanding 12% Senior Secured Convertible Debentures that mature on November 22, 2020 and were originally issued on November 22, 2017 (the “Debentures“).

The Company had previously announced on October 26, 2020, that it was offering all holders (the “Debentureholders“) of its Debentures a 12-month extension to the maturity date (the “Extension Option“) together with certain other amendments to the conversion price, interest rate, and redemption price.

The Debentures were originally issued pursuant to a private placement offering, which closed on November 22, 2017, for gross proceeds of US$12 million. The Company repaid an aggregate principal amount of US$6 million of the Debentures in December 2019, and there is currently an aggregate principal amount of US$6 million of the Debentures remaining outstanding.

Debentureholders holding an aggregate principal amount of approximately US$3.1 million aggregate principal amount have accepted the Extension Option with the balance of the holders, or approximately US$2.9 million aggregate principal amount of the Debentures, being repaid at maturity plus accrued interest.

Certain investors have agreed to subscribe for approximately US$1.25 million aggregate principal amount of a new issue of debentures of the Company (the “New Debentures“), which funds will be used to repay those Debentures that are being repaid at maturity.

The New Debentures will be issued as a new series of debentures pursuant to the original trust indenture dated November 22, 2017, and will have the same terms as the Debentures restructured pursuant to the Extension Option as follows:

i)

the applicable per share conversion price at which the Debentures may be converted by the holders, in whole or in part, into common shares of the Company, will be Cdn $0.85;

ii)

the interest rate will be 13% per annum;

iii)

the redemption price, being the price at which the Debentures may be redeemed for cash, will be 100% (expressed as a percentage of the principal amount to be redeemed) plus accrued and unpaid interest as of the date of any such redemption; and

iv)

the maturity date of the Debentureholders will be November 22, 2021.

The Company will repay from cash on hand any shortfall between the proceeds from the issue of the New Debentures and the amount remaining outstanding upon the maturity of on the Debentures.

The issue of the New Debentures and the completion of the Extension Option are subject to the receipt of all applicable regulatory and stock exchange approvals.

About Liberty Health Sciences Inc.
Liberty is the cannabis provider committed to providing a high-quality cannabis experience based on our genuine care for all cannabis users and a focus on operational excellence from seed to sale. For more information, please visit: www.libertyhealthsciences.com.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS: This press release contains certain forward-looking statements within the meaning of applicable securities laws. Any statements that are contained in this news release that are not statements of historical fact may be deemed to be forward-looking statements. Forward-looking statements are often identified by terms such as “may”, “should”, “anticipate”, “expect”, “believe”, “plan”, “intend” or the negative of these terms and similar expressions. Forward-looking statements in this news release include, but are not limited to, expectations related to the Company’s production capabilities, expectations concerning the receipt of all necessary approvals from the Florida Department of Health, expectations concerning the opening of new dispensaries and the expansion of its greenhouse space, and the Company’s future expansion and growth strategies. Forward-looking statements necessarily involve known and unknown risks, including, without limitation, risks associated with general economic conditions; adverse industry events; marketing costs; loss of markets; future legislative and regulatory developments involving medical marijuana; inability to access sufficient capital from internal and external sources, and/or inability to access sufficient capital on favorable terms; the medical marijuana industry in the United States generally, income tax and regulatory matters; the ability of Liberty to implement its business strategies; competition; crop failure; currency and interest rate fluctuations and other risks. Readers are cautioned that the foregoing list is not exhaustive. Readers are further cautioned not to place undue reliance on forward-looking statements as there can be no assurance that the plans, intentions or expectations upon which they are placed will occur. Such information, although considered reasonable by management at the time of preparation, may prove to be incorrect and actual results may differ materially from those anticipated. Forward-looking statements contained in this news release are expressly qualified by this cautionary statement.

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SOURCE Liberty Health Sciences Inc.

Posted on November 18, 2020 5:16 pm
Tidewater Inc. Announces Receipt of Requisite Consents with Respect to its Consent Solicitation, the Early Results of its Cash Tender Offer and Termination of its Asset Sale Offer

Tidewater Inc. Announces Receipt of Requisite Consents with Respect to its Consent Solicitation, the Early Results of its Cash Tender Offer and Termination of its Asset Sale Offer

HOUSTON–(BUSINESS WIRE)–
Tidewater Inc. (NYSE:TDW) (the “Company”) today announced that the Company’s consent solicitation of the holders (the “Holders”) of its 8.00% Senior Secured Notes due 2022 (the “Notes”) successfully received the consent of the Holders of a majority of the outstanding principal amount of the Notes on November 17, 2020 (the “Requisite Consents”).

The Company also announced today that pursuant to the previously announced cash tender offer (the “Tender Offer”) for up to $50,000,000 aggregate principal amount of the outstanding Notes (the “Tender Cap”), approximately $145.1 million in aggregate principal amount of the Notes were validly tendered and not validly withdrawn on or prior to 5:00 p.m., New York City time, on November 17, 2020 (the “Early Tender Time”).

In addition, the Company announced that it has terminated its concurrent tender offer to purchase up to $28,705,881 aggregate principal amount of the Notes through a cash tender offer under the provisions of the Indenture which require the Company to make a cash offer to the Holders within 60 days of the date that the Company realizes proceeds from Asset Sales (as defined in the Indenture) in excess of $25 million (the “Asset Sale Offer”).

The Consent Solicitation

The Company had previously announced a solicitation of consents (the “Consent Solicitation”) from Holders of the Notes to approve a waiver under and amendments to the indenture relating to the Notes (the “Indenture”, and such waiver and amendments collectively, the “Proposed Amendments”).

Following the receipt of the Requisite Consents, the Company entered into a supplemental indenture to the Indenture giving effect to the Proposed Amendments. However, the Proposed Amendments will not become operative until payment of the consent fee to the Holders whose consents have been validly delivered, and satisfaction of other customary closing conditions. The settlement date for the consent fee payment is expected to be November 19, 2020, assuming the satisfaction or waiver of certain conditions that are set forth in the consent solicitation statement, dated November 3, 2020, as amended by Amendment No. 1 thereto dated November 6, 2020 (the “Consent Solicitation Statement”).

For a complete statement of the terms and conditions of the Consent Solicitation and the Proposed Amendments, Holders should refer to the Consent Solicitation Statement. Questions concerning the terms of the Consent Solicitation should be directed to Deutsche Bank Securities Inc., the Solicitation Agent, at (toll-free) (855) 287-1922 or (collect) (212) 250-7527. D.F. King & Co., Inc. has been retained to serve as the information agent for the Consent Solicitation. Requests for copies of the Consent Solicitation Statement should be directed to D.F. King & Co., Inc. at (toll-free) (866) 751-6313 or (collect) (212) 269-5550 or email: [email protected].

The Tender Offer

Holders of Notes that validly tendered and did not validly withdraw their Notes prior to the Early Tender Time are eligible to receive the “Total Consideration,” which is equal to $1,005.00 per $1,000.00 principal amount of Notes validly tendered. The Total Consideration is equal to the sum of (i) $955.00 per $1,000.00 in principal amount of Notes validly tendered, or the “Tender Offer Consideration,” plus (ii) $50.00 per $1,000.00 in principal amount of the Notes validly tendered, or the “Early Tender Premium.”

The settlement date for the Notes that were validly tendered and not validly withdrawn on or prior to the Early Tender Time is expected to be November 19, 2020, the second business day after the Early Tender Time, assuming the satisfaction or waiver of certain conditions that are set forth in the offer to purchase, dated November 3, 2020 (the “Offer to Purchase”).

As of the Early Tender Time, the Company had been advised by D.F. King & Co., Inc., as the tender agent for the Tender Offer, that Holders of $145,075,229 aggregate principal amount of the outstanding Notes had validly tendered their Notes pursuant to the Tender Offer. The amount of Notes accepted for purchase from each tendering Holder will be determined by multiplying each Holder’s tender of the Notes by the proration factor, and rounding the product down to the nearest $1.00. The proration factor for the Tender Offer will be approximately 34.4649%.

The Company does not expect to accept for purchase any Notes tendered after the Early Tender Time because the aggregate principal amount of Notes tendered would result in an aggregate purchase price that exceeds the Tender Cap. The Tender Offer will expire at 11:59 p.m., New York City Time, on December 2, 2020 (such date and time, as it may be extended, the “Tender Offer Expiration Date”), unless earlier terminated.

For a complete statement of the terms and conditions of the Tender Offer, Holders should refer to the Offer to Purchase. Questions concerning the terms of the Tender Offer should be directed to Deutsche Bank Securities Inc., the Dealer Manager, at (toll-free) (855) 287-1922 or (collect) (212) 250-7527.

D.F. King & Co., Inc. has been retained to serve as tender agent for the Tender Offer. Requests for copies of the Offer to Purchase should be directed to D.F. King & Co., Inc. at (toll-free) (866) 751-6313 or (collect) (212) 269-5550 or email: [email protected].

The Asset Sale Offer

The Asset Sale Offer commenced on November 3, 2020 and, prior to its termination by the Company, was scheduled to expire at 11:59 p.m., New York City time, on December 2, 2020, unless extended. Any Notes that were validly tendered and not validly withdrawn pursuant to the Asset Sale Offer will not be accepted for purchase, and will be returned to the tendering Holders promptly.

Questions and requests for assistance relating to the procedures for the return of Notes validly tendered and not withdrawn pursuant to the Asset Sale Offer, or for additional copies of the offer documents, including the Offer to Purchase for the Asset Sale Offer, should be directed to Wilmington Trust, National Association, the Depositary and Paying Agent, at Rodney Square North, 1100 North Market Street, Wilmington, Delaware 19890-1615, Attention: WorkFlow Management, or DTC Desk ([email protected]). Requests for assistance relating to the terms and conditions of the Asset Sale Offer should be directed to the Company at 6002 Rogerdale Road, Suite 600, Houston, TX 77072, Attention: Treasurer, Telephone: (713) 470-5300. Requests for additional copies of the offer documents may also be directed to your brokers, dealers, commercial banks or trust companies.

Concurrent Transactions

The Consent Solicitation, Tender Offer and Asset Sale Offer are three separate transactions. Each of the transactions was, and the Tender Offer is still, open to all Holders. Prior to the expiration of the Consent Solicitation and termination of the Asset Sale Offer, each Holder was free to participate in any of the Consent Solicitation, the Tender Offer and the Asset Sale Offer. Holders tendering Notes in the Tender Offer are not required to have provided a consent in the Consent Solicitation, and the Consent Solicitation was not conditioned on whether some, all or none of the Holders participated in the Tender Offer or the Asset Sale Offer. However, the acceptance of any tendered Notes and the payment of the Tender Offer Consideration or the Total Consideration, as applicable, was conditioned upon the receipt by the Company of the Requisite Consents to approve the Proposed Amendments on or before the Tender Offer Expiration Date, which has been satisfied. In addition, the Tender Offer is not conditioned upon any minimum principal amount of Notes being tendered. The Company has terminated the Asset Sale Offer, due to its receipt of the Requisite Consents of the Holders in the Consent Solicitation, the execution and delivery of the new Supplemental Indenture giving effect to the Proposed Amendments and the Company’s expectation that cash settlement for the Tender Cap aggregate principal amount of Notes that were validly tendered and not validly withdrawn pursuant to the Tender Offer on or prior to the Early Tender Time, applying the proration factor described above, will occur on or about November 19, 2020.

None of the Company, its subsidiaries or affiliates, the Solicitation Agent, the Dealer Manager, the Information Agent, the Tabulation and Payment Agent or the Depositary and Paying Agent is making any recommendation as to whether holders of the Notes should participate in the Tender Offer. Holders must make their own decision as to whether to participate in the Tender Offer. This press release is not a solicitation of consents with respect to the Notes and does not constitute an offer to sell or the solicitation of an offer to buy any security and shall not constitute an offer, solicitation or sale in any jurisdiction in which such offering, solicitation or sale would be unlawful. The Consent Solicitation was made solely by the Consent Solicitation Statement, which sets forth the complete terms of the Consent Solicitation. The Tender Offer is being made solely by the Offer to Purchase, which sets forth the complete terms of the Tender Offer. The Asset Sale Offer has been terminated and was made solely by the Offer to Purchase, dated November 3, 2020, which sets forth the complete terms of the Asset Sale Offer.

Cautionary Statement on Forward-Looking Language

In accordance with the safe harbor provisions of the Private Securities Litigation Reform Act of 1995, Tidewater notes that certain statements set forth in this press release provide other than historical information and are forward looking. The unfolding of future economic or business developments may happen in a way not as anticipated or projected by Tidewater and may involve numerous risks and uncertainties that may cause Tidewater’s actual achievement of any forecasted results to be materially different from that stated or implied in the forward-looking statement. Those risks and uncertainties, many of which are beyond the control of Tidewater, include, without limitation, fluctuations in worldwide energy demand and oil and natural gas prices, and continuing depressed oil and natural gas prices without a clear indication of if, or when, prices will recover to a level to support renewed offshore exploration activities; fleet additions by competitors and industry overcapacity; our limited capital resources available to replenish our asset base, as needed, including through acquisitions or vessel construction, and to fund our capital expenditure needs; uncertainty of global financial market conditions and potential constraints in accessing capital or credit if and when needed with favorable terms, if at all; changes in decisions and capital spending by customers in the energy industry and the industry expectations for offshore exploration, field development and production; consolidation of our customer base; loss of a major customer; changing customer demands for vessel specifications, which may make some of our older vessels technologically obsolete for certain customer projects or in certain markets; rapid technological changes; delays and other problems associated with vessel maintenance; the continued availability of qualified personnel and our ability to attract and retain them; the operating risks normally incident to our lines of business, including the potential impact of liquidated counterparties; our ability to comply with covenants in our indentures and other debt instruments; acts of terrorism and piracy; the impact of regional or global public health crises or pandemics; the impact of potential information technology, cybersecurity or data security breaches; integration of acquired businesses and entry into new lines of business; disagreements with our joint venture partners; natural disasters or significant weather conditions; unsettled political conditions, war, civil unrest and governmental actions, such as expropriation or enforcement of customs or other laws that are not well developed or consistently enforced; the risks associated with our international operations, including local content, local currency or similar requirements especially in higher political risk countries where we operate; interest rate and foreign currency fluctuations; labor changes proposed by international conventions; increased regulatory burdens and oversight; changes in laws governing the taxation of foreign source income; retention of skilled workers; enforcement of laws related to the environment, labor and foreign corrupt practices; the potential liability for remedial actions or assessments under existing or future environmental regulations or litigation; the effects of asserted and unasserted claims and the extent of available insurance coverage; and the resolution of pending legal proceedings; and. Readers should consider all of these risk factors, as well as other information contained in Tidewater’s Form 10-K and Form 10-Qs.

About Tidewater

Tidewater owns and operates the largest fleet of Offshore Support Vessels in the industry, with over 60 years of experience supporting offshore energy exploration and production activities worldwide.

To learn more, visit the Tidewater website at: www.tdw.com.

View source version on businesswire.com: https://www.businesswire.com/news/home/20201118006113/en/

Jason Stanley

Vice President Investor Relations & ESG

+1-713-470-5292

[email protected]

SOURCE: Tidewater Inc.

KEYWORDS: Texas United States North America

INDUSTRY KEYWORDS: Maritime Energy Transport Oil/Gas

MEDIA:

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Posted on November 18, 2020 5:15 pm
Fortis Inc. Announces First Quarter Dividends – 2021

ST. JOHN’S, Newfoundland and Labrador, Nov. 18, 2020 (GLOBE NEWSWIRE) — The Board of Directors of Fortis Inc. (“Fortis” or the “Corporation”) (TSX/NYSE: FTS) has declared the following dividends:

$0.3063 per share on the First Preference Shares, Series “F” of the Corporation, payable on March 1, 2021 to the Shareholders of Record at the close of business on February 16, 2021;

$0.2745625 per share on the First Preference Shares, Series “G” of the Corporation, payable on March 1, 2021 to the Shareholders of Record at the close of business on February 16, 2021;

$0.11469 per share on the First Preference Shares, Series “H” of the Corporation, payable on March 1, 2021 to the Shareholders of Record at the close of business on February 16, 2021;

$0.094685 per share on the First Preference Shares, Series “I” of the Corporation, payable on March 1, 2021 to the Shareholders of Record at the close of business on February 16, 2021;

$0.2969 per share on the First Preference Shares, Series “J” of the Corporation, payable on March 1, 2021 to the Shareholders of Record at the close of business on February 16, 2021;

$0.2455625 per share on the First Preference Shares, Series “K” of the Corporation, payable on March 1, 2021 to the Shareholders of Record at the close of business on February 16, 2021;

$0.2445625 per share on the First Preference Shares, Series “M” of the Corporation, payable on March 1, 2021 to the Shareholders of Record at the close of business on February 16, 2021; and

$0.505 per share on the Common Shares of the Corporation, payable on March 1, 2021 to the Shareholders of Record at the close of business on February 16, 2021.

The Corporation has designated the common share dividend and preference share dividends as eligible dividends for federal and provincial dividend tax credit purposes.

About Fortis

Fortis is a well-diversified leader in the North American regulated electric and gas utility industry, with 2019 revenue of $8.8 billion and total assets of $56 billion as at September 30, 2020. The Corporation’s 9,000 employees serve utility customers in five Canadian provinces, nine U.S. states and three Caribbean countries.

Fortis shares are listed on the TSX and NYSE and trade under the symbol FTS. Additional information can be accessed at www.fortisinc.com, www.sedar.com, or www.sec.gov.

A .pdf version of this press release is available at: http://ml.globenewswire.com/Resource/Download/86346561-af27-4296-8953-5e49687967c1

For more information, please contact

Investor Enquiries:
Ms. Stephanie Amaimo
Vice President, Investor Relations
Fortis Inc.
248.946.3572
[email protected]

Media Enquiries:
Ms. Karen McCarthy
Vice President, Communications & Corporate Affairs
Fortis Inc.
709.737.5323
[email protected]

Posted on November 18, 2020 5:13 pm
Brady Corporation elects Board of Directors and declares regular dividend to shareholders

MILWAUKEE, Nov. 18, 2020 (GLOBE NEWSWIRE) — Brady Corporation (NYSE: BRC) (“Company”) announced that shareholders of the Company’s Class B Common Voting Stock have voted unanimously in favor of the election of the director nominees to a one-year term at the Company’s annual meeting of shareholders held today in Milwaukee.

At the Board of Directors meeting on November 17, 2020, the Board declared a dividend to shareholders of the Company’s Class A Common Stock of $0.22 per share, payable on January 29, 2021, to shareholders of record at the close of business on January 8, 2021.

Elected to the Brady Corporation Board of Directors are:

Patrick W. Allender, Executive Vice President and Chief Financial Officer (Retired), Danaher Corporation

Gary S. Balkema, President (Retired), Worldwide Consumer Care Division, Bayer AG

Dr. David S. Bem, Vice President of Science and Technology and Chief Technology Officer, PPG Industries, Inc.

Dr. Elizabeth Bruno, President, Brady Education Foundation

Nancy Lee Gioia, Director, Global Connectivity, Electrical and User Experience (Retired), Ford Motor Company

Conrad G. Goodkind, Partner (Retired) in the law firm of Quarles and Brady, LLP

Dr. Frank W. Harris, Chair of the Board of Directors, Akron Polymer Systems

Bradley C. Richardson, Executive Vice President and Chief Financial Officer (Retired), Avient Corporation, which was formerly known as PolyOne Corporation

Dr. Michelle E. Williams, Global Group President, Altuglas International, an affiliate of Arkema S.A.

J. Michael Nauman, President and Chief Executive Officer, Brady Corporation.

Brady Corporation is an international manufacturer and marketer of complete solutions that identify and protect people, products and places. Brady’s products help customers increase safety, security, productivity and performance and include high-performance labels, signs, safety devices, printing systems and software. Founded in 1914, the Company has a diverse customer base in electronics, telecommunications, manufacturing, electrical, construction, medical, aerospace and a variety of other industries. Brady is headquartered in Milwaukee, Wisconsin and as of July 31, 2020, employed approximately 5,400 people in its worldwide businesses. Brady’s fiscal 2020 sales were approximately $1.08 billion. Brady stock trades on the New York Stock Exchange under the symbol BRC. More information is available on the Internet at www.bradycorp.com.

For More Information Contact:

Investor Contact: Ann Thornton (414) 438-6887
Media Contact: Kate Venne (414) 438-5176

Posted on November 18, 2020 5:11 pm
Copart Reports First Quarter Fiscal 2021 Financial Results

Copart Reports First Quarter Fiscal 2021 Financial Results

DALLAS–(BUSINESS WIRE)–
Copart, Inc. (NASDAQ: CPRT) today reported financial results for the quarter ended October 31, 2020.

For the three months ended October 31, 2020, revenue, gross profit, and net income were $592.9 million, $296.8 million, and $200.3 million, respectively. These represent an increase in revenue of $38.5 million, or 6.9%; an increase in gross profit of $41.9 million, or 16.4%; and a decrease in net income of $17.9 million, or 8.2%, respectively, from the same period last year. Fully diluted earnings per share for the three months were $0.83 compared to $0.91 last year, a decrease of 8.8%.

Excluding the impact of discrete income tax items, foreign currency-related gains, certain income tax benefits and payroll taxes related to accounting for stock option exercises, and the effect on common equivalent shares from ASU 2016-09, non-GAAP fully diluted earnings per share for the three months ended October 31, 2020 and 2019, were $0.79 and $0.65, respectively, an increase of 21.5%. A reconciliation of non-GAAP financial measures to the most directly comparable financial measures computed in accordance with U.S. generally accepted accounting principles (GAAP) can be found in the tables attached to this press release.

On Thursday, November 19, 2020, at 11 a.m. Eastern Time, Copart will conduct a conference call to discuss the results for the quarter. The call will be webcast live and can be accessed at https://78449.themediaframe.com/dataconf/productusers/copart/mediaframe/41926/indexl.html or via hyperlink at www.copart.com/investorrelation. A replay of the call will be available through January 21, 2021 by calling (877) 660-6853. Use confirmation code: 13713059.

About Copart

Copart, Inc., founded in 1982, is a global leader in online vehicle auctions. Copart’s innovative technology and online auction platform links sellers to more than 750,000 Members in over 170 countries. Copart offers services to process and sell salvage and clean title vehicles to dealers, dismantlers, rebuilders, exporters, and in some jurisdictions, to the general public. Copart sells vehicles on behalf of insurance companies, banks, finance companies, charities, fleet operators, dealers and individuals. With operations at over 200 locations in 11 countries, Copart has more than 150,000 vehicles available online every day. Copart currently operates in the United States (Copart.com), Canada (Copart.ca), the United Kingdom (Copart.co.uk), Brazil (Copart.com.br), the Republic of Ireland (Copart.ie), Germany (Copart.de), Finland (Copart.fi), the United Arab Emirates, Oman and Bahrain (Copartmea.com), and Spain (Copart.es). For more information, or to become a Member, visit Copart.com/Register.

Use of Non-GAAP Financial Measures

Included in this release are certain non-GAAP financial measures, including non-GAAP net income per diluted share, which exclude the impact of discrete income tax items, foreign currency-related gains, certain income tax benefits and payroll taxes related to accounting for stock option exercises, and the effect on common equivalent shares from ASU 2016-09. These non-GAAP financial measures do not represent alternative financial measures under GAAP. In addition, these non-GAAP financial measures may be different from non-GAAP financial measures used by other companies. Furthermore, these non-GAAP financial measures do not reflect a comprehensive view of Copart’s operations in accordance with GAAP and should only be read in conjunction with the corresponding GAAP financial measures. This information constitutes non-GAAP financial measures within the meaning of Regulation G adopted by the U.S. Securities and Exchange Commission. Accordingly, Copart has presented herein, and will present in other information it publishes that contains these non-GAAP financial measures, a reconciliation of these non-GAAP financial measures to the most directly comparable GAAP financial measures.

Copart believes the presentation of non-GAAP net income per diluted share included in this release in conjunction with the corresponding GAAP financial measures provides meaningful information for investors, analysts and management in assessing Copart’s business trends and financial performance. From a financial planning and analysis perspective, Copart management analyzes its operating results with and without the impact of discrete income tax items, foreign currency-related gains, certain income tax benefits and payroll taxes related to accounting for stock option exercises, and the effect on common equivalent shares from ASU 2016-09.

Cautionary Note About Forward-Looking Statements

This press release contains forward-looking statements within the meaning of federal securities laws, including statements concerning the potential impact of the COVID-19 pandemic on our business, operations, and operating results. These forward-looking statements are subject to substantial risks and uncertainties. These forward-looking statements are subject to certain risks, trends and uncertainties that could cause actual results to differ materially from those projected or implied by our statements and comments. For a more complete discussion of the risks that could affect our business, please review the “Management’s Discussion and Analysis” and the other risks identified in Copart’s latest Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, and Current Reports on Form 8-K, as filed with the Securities and Exchange Commission. We encourage investors to review these disclosures carefully. We do not undertake to update any forward-looking statement that may be made from time to time on our behalf.

Copart, Inc.

Consolidated Statements of Income

(In thousands, except per share amounts)

(Unaudited)

Three Months Ended October 31,

2020

2019

Service revenues and vehicle sales:

Service revenues

$

515,372

$

487,856

Vehicle sales

77,568

66,568

Total service revenues and vehicle sales

592,940

554,424

Operating expenses:

Yard operations

206,986

222,879

Cost of vehicle sales

64,360

58,764

Yard depreciation and amortization

23,294

16,820

Yard stock-based compensation

1,531

1,092

Gross profit

296,769

254,869

General and administrative

35,138

38,843

General and administrative depreciation and amortization

5,655

6,194

General and administrative stock-based compensation

7,382

4,441

Total operating expenses

344,346

349,033

Operating income

248,594

205,391

Other expense:

Interest expense, net

(5,032

)

(4,026

)

Other income, net

3,253

717

Total other expense

(1,779

)

(3,309

)

Income before income taxes

246,815

202,082

Income tax expense (benefit)

46,530

(16,098

)

Net income

$

200,285

$

218,180

Basic net income per common share

$

0.85

$

0.94

Weighted average common shares outstanding

235,791

231,169

Diluted net income per common share

$

0.83

$

0.91

Diluted weighted average common shares outstanding

239,968

238,662

Copart, Inc.

Consolidated Balance Sheets

(In thousands)

(Unaudited)

October 31, 2020

July 31, 2020

ASSETS

Current assets:

Cash, cash equivalents, and restricted cash

$

605,732

$

477,718

Accounts receivable, net

407,897

350,207

Vehicle pooling costs

84,128

73,684

Inventories

28,244

20,080

Income taxes receivable

915

26,740

Prepaid expenses and other assets

11,260

15,330

Total current assets

1,138,176

963,759

Property and equipment, net

2,072,059

1,941,719

Operating lease right-of-use assets

112,275

118,455

Intangibles, net

45,864

47,772

Goodwill

342,576

343,622

Deferred income taxes

212

213

Other assets

30,026

39,721

Total assets

$

3,741,188

$

3,455,261

LIABILITIES AND STOCKHOLDERS’ EQUITY

Current liabilities:

Accounts payable and accrued liabilities

$

359,816

$

318,530

Deferred revenue

9,476

8,233

Income taxes payable

12,640

3,709

Current portion of operating lease liabilities

24,011

24,821

Current portion of finance lease liabilities

1,593

751

Total current liabilities

407,536

356,044

Deferred income taxes

77,826

71,686

Income taxes payable

44,347

44,965

Operating lease liabilities, net of current portion

88,490

95,584

Long-term debt and finance lease liabilities, net of discount

411,845

397,036

Other liabilities

311

430

Total liabilities

1,030,355

965,745

Commitments and contingencies

Stockholders’ equity:

Preferred stock

—

—

Common stock

24

24

Additional paid-in capital

701,654

672,727

Accumulated other comprehensive loss

(128,494

)

(121,088

)

Retained earnings

2,137,649

1,937,853

Total stockholders’ equity

2,710,833

2,489,516

Total liabilities and stockholders’ equity

$

3,741,188

$

3,455,261

Copart, Inc.

Consolidated Statements of Cash Flows

(In thousands)

(Unaudited)

Three Months Ended October 31,

2020

2019

Cash flows from operating activities:

Net income

$

200,285

$

218,180

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

Depreciation and amortization, including debt cost

29,227

23,704

Allowance for credit loss

(157

)

382

Equity in (earnings) losses of unconsolidated affiliates

(1,741

)

855

Stock-based compensation

8,913

5,533

Gain on sale of property and equipment

(1,230

)

(272

)

Deferred income taxes

6,239

4,839

Changes in operating assets and liabilities:

Accounts receivable

(57,860

)

(25,408

)

Vehicle pooling costs

(10,600

)

(9,358

)

Inventories

(8,259

)

1,710

Prepaid expenses and other current and non-current assets

15,236

4,079

Operating lease right-of-use assets and lease liabilities

153

256

Accounts payable and accrued liabilities

42,880

16,587

Deferred revenue

1,251

(1,437

)

Income taxes receivable

25,825

(28,740

)

Income taxes payable

8,371

1,700

Other liabilities

—

(152

)

Net cash provided by operating activities

258,533

212,458

Cash flows from investing activities:

Purchases of property and equipment, including acquisitions

(147,093

)

(131,793

)

Proceeds from sale of property and equipment

271

283

Net cash used in investing activities

(146,822

)

(131,510

)

Cash flows from financing activities:

Proceeds from the exercise of stock options

20,014

12,620

Payments for employee stock-based tax withholdings

(489

)

(101,354

)

Payments of finance lease obligations

(327

)

—

Net cash provided by (used in) financing activities

19,198

(88,734

)

Effect of foreign currency translation

(2,895

)

2,569

Net increase (decrease) in cash, cash equivalents, and restricted cash

128,014

(5,217

)

Cash, cash equivalents, and restricted cash at beginning of period

477,718

186,319

Cash, cash equivalents, and restricted cash at end of period

$

605,732

$

181,102

Supplemental disclosure of cash flow information:

Interest paid

$

4,762

$

4,506

Income taxes paid, net of refunds

$

6,157

$

7,465

Copart, Inc.

Additional Financial Information

Reconciliation of GAAP to Non-GAAP Financial Measures

(In thousands, except per share amounts)

(Unaudited)

Three Months Ended October 31,

2020

2019

GAAP net income

$

200,285

$

218,180

Effect of discrete income tax items

—

(3,008

)

Effect of foreign currency-related gains, net of tax

(190

)

(263

)

Effect of recognizing tax benefit on exercise of employee stock options

(11,773

)

(62,365

)

Effect of payroll taxes on certain executive stock compensation, net of tax

—

2,867

Non-GAAP net income

$

188,322

$

155,411

GAAP net income per diluted common share

$

0.83

$

0.91

Non-GAAP net income per diluted common share

$

0.79

$

0.65

GAAP diluted weighted average common shares outstanding

239,968

238,662

Effect on common equivalent shares from ASU 2016-09

(709

)

(1,306

)

Non-GAAP diluted weighted average common shares outstanding

239,259

237,356

View source version on businesswire.com: https://www.businesswire.com/news/home/20201118006105/en/

Melissa Hunter, Executive Support Manager, Office of the Chief Financial Officer

972-391-5090 or [email protected]

KEYWORDS: Texas United States North America

INDUSTRY KEYWORDS: Online Retail Aftermarket Retail Automotive General Automotive Fleet Management

MEDIA:

Posted on November 18, 2020 5:08 pm
Ventas Takes Gold in Nareit’s 2020 Diversity, Equity & Inclusion Recognition Awards

Ventas Takes Gold in Nareit’s 2020 Diversity, Equity & Inclusion Recognition Awards

CHICAGO–(BUSINESS WIRE)–
Ventas, Inc (NYSE: VTR) today took Gold at Nareit’s Annual Diversity, Equity & Inclusion Recognition Awards which were presented during the 2020 virtual REITworld Conference. The awards honor Nareit members who demonstrate a strong commitment and outstanding contributions to the advancement of diversity, equity and inclusion (DEI) within their organizations and the broader real estate industry.

“At Ventas, we have a longstanding practice of taking deliberate actions to promote diversity, equity and inclusion and are committed to driving lasting change in our company, the real estate industry and our communities,” said John Cobb, Ventas Executive Vice President, Chief Investment Officer and Executive Sponsor of the Company’s DEI efforts. “We are humbled to receive – and appreciate – this recognition of our efforts to date and we know we must do more. Advancing and achieving our DEI goals will make us a better, more effective and more sustainable company.”

The Gold Award underscores the Company’s continuing emphasis on DEI which includes:

Quantitative DEI performance metrics for executives to emphasize a gender balanced organization and leadership pipeline.

Partnering with recruiting organizations that focus on minority communities.

Open forums and external speakers to facilitate learning, awareness, and sharing of experiences related to diversity.

In-depth training for hiring managers that addresses Unconscious Bias in hiring practices.

Financial sponsorship and leadership engagement to organizations that seek to promote gender equality in real estate and the workplace at large.

“We are proud of our members’ commitment to promoting and advancing meaningful programs in their companies and communities, and we look forward to seeing continued progress in strategic DEI efforts across the REIT industry in the year ahead,” said Nareit President and CEO Steven A. Wechsler.

Winners of these awards are selected in a blind evaluation by a panel of judges active in DEI in their respective organizations, which are outside of the REIT industry. The four judges reviewed the companies and individuals based on the scope of their DEI programs, recent accomplishments, and the metrics they report, including, but not limited to the number of women, Black professionals, and members of other underrepresented groups on the company’s executive team and board.

About Ventas: Ventas, an S&P 500 company, operates at the intersection of two powerful and dynamic industries – healthcare and real estate. As one of the world’s foremost Real Estate Investment Trusts (REIT), we use the power of capital to unlock the value of real estate, partnering with leading care providers, developers, research and medical institutions, innovators and healthcare organizations whose success is buoyed by the demographic tailwind of an aging population. For more than twenty years, Ventas has followed a successful strategy that endures: combining a high-quality diversified portfolio of properties and capital sources to manage through cycles, working with industry leading partners, and a collaborative and experienced team focused on producing consistent growing cash flows and superior returns on a strong balance sheet, ultimately rewarding Ventas stakeholders. As of September 30, 2020, Ventas owned or managed through unconsolidated joint ventures approximately 1,200 properties.

View source version on businesswire.com: https://www.businesswire.com/news/home/20201118006102/en/

Louise Adhikari, +1 312 660 3816

KEYWORDS: Illinois United States North America

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

MEDIA:

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Posted on November 18, 2020 5:07 pm
ROSEN, A LEADING LAW FIRM, Reminds Las Vegas Sands Corp. Investors of Important December 21 Deadline in Securities Class Action; Encourages Investors with Losses in Excess of $100K to Contact the Firm – LVS

PR Newswire

NEW YORK, Nov. 18, 2020 /PRNewswire/ — Rosen Law Firm, a global investor rights law firm, reminds purchasers of the securities of Las Vegas Sands Corp. (NYSE: LVS) between February 27, 2016 and September 15, 2020, inclusive (the “Class Period”), of the important December 21, 2020 lead plaintiff deadline in securities class action. The lawsuit seeks to recover damages for Las Vegas Sands investors under the federal securities laws.

To join the Las Vegas Sands class action, go to http://www.rosenlegal.com/cases-register-1948.html or call Phillip Kim, Esq. toll-free at 866-767-3653 or email [email protected] or [email protected] for information on the class action.

According to the lawsuit, defendants throughout the Class Period made false and/or misleading statements and/or failed to disclose that: (1) Marina Bay Sands, a Las Vegas Sands resort in Singapore, casino’s control measures pertaining to fund transfers had weaknesses; (2) the Marina Bay Sands’ casino was consequently prone to illicit fund transfers that implicated, among other issues, the transfer of customer funds to unauthorized persons and potential breaches in the Company’s anti-money laundering procedures; (3) the foregoing foreseeably increased the risk of litigation against the Company, as well as investigation and increased oversight by regulatory authorities; (4) Las Vegas Sands had inadequate disclosure controls and procedures; (5) consequently, all the foregoing issues were untimely disclosed; and (6) as a result, the Company’s public statements were materially false and misleading at all relevant times. When the true details entered the market, the lawsuit claims that investors suffered damages.

A class action lawsuit has already been filed. If you wish to serve as lead plaintiff, you must move the Court no later than December 21, 2020. A lead plaintiff is a representative party acting on behalf of other class members in directing the litigation. If you wish to join the litigation, go to http://www.rosenlegal.com/cases-register-1948.html or to discuss your rights or interests regarding this class action, please contact Phillip Kim, Esq. of Rosen Law Firm toll free at 866-767-3653 or via e-mail at [email protected] or [email protected].

NO CLASS HAS YET BEEN CERTIFIED IN THE ABOVE ACTION. UNTIL A CLASS IS CERTIFIED, YOU ARE NOT REPRESENTED BY COUNSEL UNLESS YOU RETAIN ONE. YOU MAY RETAIN COUNSEL OF YOUR CHOICE. YOU MAY ALSO REMAIN AN ABSENT CLASS MEMBER AND DO NOTHING AT THIS POINT. AN INVESTOR’S ABILITY TO SHARE IN ANY POTENTIAL FUTURE RECOVERY IS NOT DEPENDENT UPON SERVING AS LEAD PLAINTIFF.

Follow us for updates on LinkedIn: https://www.linkedin.com/company/the-rosen-law-firm, on Twitter: https://twitter.com/rosen_firm or on Facebook: https://www.facebook.com/rosenlawfirm/.

Rosen Law Firm represents investors throughout the globe, concentrating its practice in securities class actions and shareholder derivative litigation. Rosen Law Firm was Ranked No. 1 by ISS Securities Class Action Services for number of securities class action settlements in 2017. The firm has been ranked in the top 3 each year since 2013. Rosen Law Firm has achieved the largest ever securities class action settlement against a Chinese Company. Rosen Law Firm’s attorneys are ranked and recognized by numerous independent and respected sources. Rosen Law Firm has secured hundreds of millions of dollars for investors. Attorney Advertising. Prior results do not guarantee a similar outcome.

Contact Information:

      Laurence Rosen, Esq.
      Phillip Kim, Esq.
      The Rosen Law Firm, P.A.
      275 Madison Avenue, 40th Floor
      New York, NY 10016
      Tel: (212) 686-1060
      Toll Free: (866) 767-3653
      Fax: (212) 202-3827
      [email protected]
      [email protected]
      [email protected]
      www.rosenlegal.com

View original content to download multimedia:http://www.prnewswire.com/news-releases/rosen-a-leading-law-firm-reminds-las-vegas-sands-corp-investors-of-important-december-21-deadline-in-securities-class-action-encourages-investors-with-losses-in-excess-of-100k-to-contact-the-firm–lvs-301176437.html

SOURCE Rosen Law Firm, P.A.

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