BIOGEN ALERT: Bragar Eagel & Squire, P.C. is Investigating Biogen, Inc. on Behalf of Biogen Stockholders and Encourages Investors to Contact the Firm

NEW YORK, Nov. 12, 2020 (GLOBE NEWSWIRE) — Bragar Eagel & Squire, P.C., a nationally recognized shareholder rights law firm, is investigating potential claims against Biogen, Inc. (NASDAQ: BIIB) on behalf of Biogen stockholders. Our investigation concerns whether Biogen has violated the federal securities laws and/or engaged in other unlawful business practices.

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On November 6, 2020, before its meeting with the U.S. Food and Drug Administration (“FDA”), Biogen trading was halted. That same day, Bloomberg published an article, “Biogen Alzheimer’s Drug Fails to Gain FDA Panel’s Backing.” The report stated that “The outside experts voted 8 to 1, with 2 undecided, that data from a single clinical trial with positive results was insufficient to show Biogen’s drug works[,]” and “also voted 10 to 0, with 1 undecided, that the positive study shouldn’t be considered primary proof the drug works in light of conflicting evidence from a different trial.”

Following this news, Biogen stock dropped sharply on the next trading day, November 9, 2020 to close at $236.26 per share.

If you purchased or otherwise acquired Biogen shares and suffered a loss, are a long-term stockholder, have information, would like to learn more about these claims, or have any questions concerning this announcement or your rights or interests with respect to these matters, please contact Brandon Walker, Melissa Fortunato, or Marion Passmore by email at [email protected], or telephone at (212) 355-4648, or by filling out this contact form. There is no cost or obligation to you.

About
Bragar
Eagel
& Squire, P.C.:

Bragar Eagel & Squire, P.C. is a nationally recognized law firm with offices in New York and California. The firm represents individual and institutional investors in commercial, securities, derivative, and other complex litigation in state and federal courts across the country. For more information about the firm, please visit www.bespc.com. Attorney advertising. Prior results do not guarantee similar outcomes.

Contact Information:

Bragar Eagel & Squire, P.C.
Brandon Walker, Esq.
Melissa Fortunato, Esq.
Marion Passmore, Esq.
(212) 355-4648
[email protected]
www.bespc.com

AeroCentury Corp. Announces Update Regarding Loan Facility

BURLINGAME, Calif., Nov. 12, 2020 (GLOBE NEWSWIRE) — AeroCentury Corp. (NYSE American: ACY) (the “Company”), an independent aircraft leasing company, released information relating to its indebtedness under its loan facility with MUFG Union Bank, N.A., as Agent.

On October 30, 2020, Drake Asset Management Jersey Limited (“Drake”), purchased all of the indebtedness of AeroCentury Corp. (the “Company”) held by the lenders (the “MUFG Lenders”) under the Fourth Amended and Restated Loan and Security Agreement dated as of May 1, 2020 (the “Loan Agreement”), totalling approximately $87.9 million, as well as all of the Company’s indebtedness to MUFG Bank, Ltd. (approximately $3.1 million) that arose from the termination of interest rate swaps entered into with respect to such Loan Agreement indebtedness.  The purchase and sale was consented to by the Company pursuant to a Consent and Release Agreement of Borrower Parties, entered into by the Company and its subsidiaries (the “Consent”).  The closing of this debt purchase transaction satisfied the requirement under the Loan Agreement for the Company to execute a strategic alternative (“Strategic Alternative”) with respect to the MUFG Loan indebtedness satisfactory to the MUFG Lenders.

On the same day, the Company entered into Amendment No. 1 to the Loan Agreement (“Amendment No. 1”) with Drake and UMB Bank, N.A., the replacement Administrative Agent under the Loan Agreement, to amend the Loan Agreement as follows:

  • Deferral of the cash component of the interest payments due under the Loan Agreement, commencing with the payments due for March 2020, and continuing on each consecutive month thereafter, which deferred interest is to be capitalized and added to the principal balance of the indebtedness on each respective interest payment due date, until such time as the indebtedness is repaid.  
  • Deletion of the requirement for the Company’s execution of a Strategic Alternative and of the milestones therefor;
  • Deletion of the requirement for the Company’s maintenance of a restricted account held with an MUFG Lender to hold aircraft sales proceeds pending application toward the Loan Agreement indebtedness;
  • Replacement of references to “MUFG Union Bank, N.A.,” with “UMB, Bank, N.A.”, the new Administrative Agent under the Loan Agreement;
  • Requirement of  approval by Drake for any “Material Amendments” to leases for the collateral, defined as any amendment of, or waiver or consent under, any lease involving a modification of lease payments, any reduction in, or waiver or deferral of, Rent, a modification to any residual value guaranty, any modification that adversely affects the collateral or the rights and interests of the lender and/or administrative agent in the collateral, any reduction of any amounts payable to any lender or Agent under any indemnity, or any change to the state of registration of aircraft collateral; and
  • Deletion of certain financial reporting requirements and changes to required frequency of certain other surviving reporting requirements.

The full text of each of Consent and the Amendment No. 1 are included as exhibits to a Current Report on Form 8-K report regarding these agreements that was filed on November 2, 2020 (the November 2 8-K”) by the Company with the U.S. Securities and Exchange Commission (“SEC”), and available on the SEC’s Edgar website as well as the Company’s website. The foregoing description of the Amendment No. 1 is intended to be a summary and is qualified in its entirety by the copy of Amendment No. 1 filed as Exhibit 10.2 to the November 2 8-K.

The Company and Drake are currently engaged in discussions regarding the satisfaction and discharge of the Loan Agreement indebtedness. There can be no assurance that the Company and Drake will be able to reach a mutual agreement regarding satisfaction and discharge, or that these discussions will result in any particular outcome.

About Drake: Drake is a specialist investment business focused on the regional aviation sector.  Drake has investments across a wide range of regional aircraft types.  Falko Regional Aircraft Limited (“Falko”) acts as the servicer to Drake and Falko is engaged in discussions with the Company on behalf of Drake regarding the indebtedness.

About AeroCentury: AeroCentury is an independent global aircraft operating lessor and finance company specializing in leasing regional jet and turboprop aircraft and related engines. The Company’s aircraft and engines are leased to regional airlines and commercial users worldwide.

Harold M. Lyons
Chief Financial Officer
(650) 340-1888     

Zoom Telephonics Reports Third Quarter 2020 Results

Revenue of $12.0M, the Highest Quarterly Revenue for Zoom Telephonics (OTCQB: ZMTP) to Date

Boston, MA, Nov. 12, 2020 (GLOBE NEWSWIRE) — via NewMediaWire — Zoom Telephonics, Inc. (“Zoom”) (OTCQB: ZMTP), the creator of leading cable modems and other Internet access products under the exclusively licensed Motorola® brand, reported financial results for its 2020 third quarter ended September 30, 2020.

  • Net revenue of $12.0M, the highest quarterly revenue for ZMTP to date, representing an 11% increase compared to the same quarter in 2019, and a 17% increase sequentially from Q2 2020.
  • GAAP Operating Loss of ($332k), or -2.8% of net revenue, representing a ($94k) difference compared to the same quarter in 2019, but a $1.2M improvement sequentially from Q2 2020.
  • Earnings per share of $(0.01), flat in the third quarter of 2019, but represents a 86% improvement sequentially from Q2 2020.

“We are very pleased with this quarter’s results and believe that we are now on a clear path to achieving scale and profitability,” said Jackie Barry Hamilton, CFO of Zoom. “Our balance sheet and cash position are strong; benefiting from a recent PIPE, and we have maintained our working capital levels despite challenges associated with the pandemic.”

Business Outlook

“Our research shows Zoom is holding its position as one of the top three leaders in modems, gateways, and MoCA devices by retail market share,” said Jeremy Hitchcock, Executive Chairman of Zoom’s Board of Directors. “We are seeing strong market tailwinds in home connectivity, underscored in a 45% increase in retailer inventory demand from this time last year. Our inventory position is actively being rebuilt as manufacturing capacity ramps in Vietnam to meet increased customer demand, without tariffs.”

Separately, Zoom today announced that it had reached a definitive agreement to merge with Minim Inc., a private AI-driven WiFi management and security platform.

Conference Call Details Date/Time:

Join us on November 13th, 10:00 a.m. ET.

Participant Dial-In Numbers: (United States):
(877) 706-2128 (International): (706) 643-5255.

Please dial-in five minutes prior to the start time of the call and provide the operator with the conference ID of 4558846

A slide presentation will accompany management’s remarks and will be accessible five minutes prior to the start of the call via the following link: www.zoom.net/SQ320. A recording of the call will also be made available afterwards through the investor information section of the company’s website.

About Zoom Telephonics

Zoom Telephonics, Inc. (“Zoom”) (OTCQB: ZMTP) is the creator of innovative Internet access products that dependably connect people to the information they need and the people they love. Founded in 1977 in Boston, MA, the company now delivers cable modems, routers, and other communications products under the globally recognized Motorola brand. For more information about Zoom and its products, please visit www.zoom.net and www.motorolanetwork.com.

MOTOROLA and the Stylized M Logo are trademarks or registered trademarks of Motorola Trademark Holdings, LLC and are used under license.

Forward Looking Statements

This release contains forward-looking information relating to Zoom’s plans, expectations, and intentions. Actual results may be materially different from expectations as a result of known and unknown risks, including: the potential increase in tariffs on the Company’s imports; potential difficulties and supply interruptions from moving the manufacturing of most of the Company’s products to Vietnam; potential changes in NAFTA; the potential need for additional funding which Zoom may be unable to obtain; declining demand for certain of Zoom’s products; delays, unanticipated costs, interruptions or other uncertainties associated with Zoom’s production and shipping; Zoom’s reliance on several key outsourcing partners; uncertainty of key customers’ plans and orders; risks relating to product certifications; Zoom’s dependence on key employees; uncertainty of new product development, including certification and overall project delays, budget overruns, and the risk that newly introduced products may contain undetected errors or defects or otherwise not perform as anticipated; costs and senior management distractions due to patent related matters; and other risks set forth in Zoom’s filings with the Securities and Exchange Commission. Zoom cautions readers not to place undue reliance upon any such forward-looking statements, which speak only as of the date made. Zoom expressly disclaims any obligation or undertaking to release publicly any updates or revisions to any such statements to reflect any change in Zoom’s expectations or any change in events, conditions or circumstance on which any such statement is based.

Investor Relations Contact:

Jacquelyn Barry Hamilton, CFO Zoom Telephonics, Inc.
Phone: 617-753-0040
Email: [email protected]

ZOOM TELEPHONICS, INC.

Condensed Consolidated Balance Sheets

ASSETS   September 30,   

2020

(Unaudited)
    December 31,

2019
 
Current assets            
Cash and cash equivalents   $ 4,013,690     $ 1,216,893  
Restricted cash     800,000       150,000  
Accounts receivable, net     6,577,447       4,070,576  
Inventories, net     9,693,326       7,440,350  
Prepaid expenses and other current assets     128,847       269,738  
Total current assets     21,213,310       13,147,557  
                 
Other assets     914,884       349,335  
Operating lease right-of-use assets, net     107,343       102,716  
Equipment, net     460,534       303,099  
Total assets   $ 22,696,071     $ 13,902,707  
                 
LIABILITIES AND STOCKHOLDERS’ EQUITY                
Current liabilities                
Accounts payable   $ 10,513,620     $ 5,024,529  
Current maturities of long-term debt     354,968                 ––             
Current maturities of operating lease liabilities     72,739       102,716  
Accrued expenses     4,015,666       2,666,471  
Total current liabilities   $ 14,956,993     $ 7,793,716  
                 
Long-term debt, less current maturities     228,332       ––  
Operating lease liabilities, less current maturities     34,738       ––  
         Total liabilities   $ 15,220,063     $ 7,793,716  
                 
                 
Stockholders’ equity                
Common stock: Authorized: 40,000,000 shares at $0.01 par value                
Issued and outstanding:  23,921,142 shares at September 30, 2020 and 20,929,928 shares at December 31, 2019                
Additional paid in capital     239,211       209,299  
Accumulated deficit     50,454,720       46,496,330  
Total stockholders’ equity     (43,217,923 )     (40,596,638 )
Total liabilities and stockholders’ equity     7,476,008       6,108,991  
    $ 22,696,071     $ 13,902,707  

ZOOM TELEPHONICS, INC.

Condensed Consolidated Statements of Operations

(Unaudited)

    Three Months Ended September 30,     Nine Months Ended September 30,  
    2020     2019     2020     2019  
                         
Net sales   $ 12,027,457     $ 10,874,149     $ 34,255,817     $ 27,042,961  
Cost of goods sold     8,150,901       7,746,821       25,160,174       18,728,928  
Gross profit     3,876,556       3,127,328       9,095,643       8,314,033  
                                 
Operating expenses:                                
Selling      2,012,314       2,067,728       6,650,047       7,068,841  
General and administrative      1,468,187       733,486       3,012,292       1,858,043  
Research and development     728,258       563,881       2,025,502       1,484,160  
         Total operating expenses     4,208,759       3,365,095       11,687,841       10,411,044  
                                 
Operating loss     (332,203 )     (237,767 )     (2,592,198 )     (2,097,011 )
                                 
Other income (expense):                                
Interest income     272       5,626       1,064       9,627  
Interest expense     (5,420 )     ––       (13,852 )     (48,405 )
Other, net     (1,150 )     36,156       (707 )     34,251  
Total other income (expense)     (6,298 )     41,782       (13,495 )     (4,527 )
                                 
Loss before income taxes     (338,501 )     (195,985 )     (2,605,693 )     (2,101,538 )
                                 
Income taxes     2,920       3,641       15,592       24,319  
                                 
Net loss   $ (341,421 )   $ (199,626 )   $ (2,621,285 )   $ (2,125,857 )
                                 
Net loss per share:                                
             Basic and diluted   $ (0.01 )   $ (0.01 )   $ (0.12 )   $ (0.11 )
                                 
                                 
Basic and diluted weighted average common and common equivalent shares     23,887,718       20,832,174       22,419,823       18,696,083  

Intermap Technologies Completes Private Placement

PR Newswire

Closes additional tranches raising $2.0 million at $1.03 per share
Total gross proceeds exceed $3.75 million
More than $5.5 million raised since announcing Vertex Settlement
Proceeds applied to eliminate debt, recapitalize and fund future growth

DENVER, Nov. 12, 2020 /PRNewswire/ – Intermap Technologies Corporation (“Intermap” or the “Company”) today announced that it completed its previously announced private placement (the “Private Placement”) of Class A common shares (“Shares”), with the closing of two additional tranches: 728,000 Shares were issued on November 6, 2020 and 1,270,000 Shares were issued on November 12, 2020. Both tranches were issued at a price of CAD$1.03 per Share, for aggregate gross proceeds of CAD$2,057,940.

Together with the initial tranche of 1,648,874 Shares, which closed on November 3, 2020, the Company issued a total of 3,646,874 Shares at a price of CAD$1.03 per Share for aggregate gross proceeds of CAD$3,756,280. The Company intends to use the net proceeds of the Private Placement to recapitalize and fund growth. The capital was raised while protecting the Company’s valuable tax attributes under IRC Section 382, with a total Ownership Shift not exceeding 45%.

“Intermap is engaging with investors and executing capital transactions that are accretive and tax efficient,” said Patrick A. Blott, Intermap Chairman and CEO. “While the industry addresses COVID-related challenges, we are aggressively taking advantage of opportunities to accelerate our business plan and strengthen our balance sheet. In this regard, the Company is grateful for the support of Cormark Securities, which helped us further build our base of sophisticated and reliable long-term investors.”

All Shares issued under the Private Placement are subject to a four-month hold period during which trading in the securities is restricted in accordance with applicable securities laws. The Private Placement and the listing of the Shares issued under the Private Placement on the Toronto Stock Exchange (the “TSX”) are subject to final approval of the TSX upon satisfaction of customary closing conditions. The TSX has conditionally approved the Private Placement and the listing of the Shares issued thereunder.

Cormark Securities Inc. acted as adviser to the Company on the Private Placement.

For more information about Intermap’s geospatial solutions, visit intermap.com/investors to download a presentation.

Intermap Reader Advisory

Certain information provided in this news release, including the use of proceeds of the Private Placement, constitutes forward

looking statements. The words “intends to”, “anticipate”, “expect”, “project”, “estimate”, “forecast”, “will be”, “will consider”, and similar expressions are intended to identify such forward

looking statements. Although Intermap believes that these statements are based on information and assumptions which are current, reasonable and complete, these statements are necessarily subject to a variety of known and unknown risks and uncertainties. Intermap’s forward

looking statements are subject to risks and uncertainties pertaining to, among other things, COVID

19 and its impact on both the Company

s business and operations and those of its customers, cash available to fund operations, availability of capital, revenue fluctuations, nature of government contracts, economic conditions, loss of key customers, retention and availability of executive talent, competing technologies, common share price volatility, loss of proprietary information, software functionality, internet and system infrastructure functionality, information technology security, breakdown of strategic alliances, and international and political considerations, as well as those risks and uncertainties discussed Intermap’s Annual Information Form and other securities filings. While the Company makes these forward

looking statements in good faith, should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary significantly from those expected. Accordingly, no assurances can be given that any of the events anticipated by the forward

looking statements will transpire or occur, or if any of them do so, what benefits that the Company will derive therefrom. All subsequent forward

looking statements, whether written or oral, attributable to Intermap or persons acting on its behalf are expressly qualified in their entirety by these cautionary statements. The forward

looking statements contained in this news release are made as at the date of this news release and the Company does not undertake any obligation to update publicly or to revise any of the forward

looking statements made herein, whether as a result of new information, future events or otherwise, except as may be required by applicable securities law.

About Intermap Technologies
Founded in 1997 and headquartered in Denver, Colorado, Intermap (TSX: IMP) (ITMSF: BB) is a global leader in geospatial intelligence solutions. The Company’s proprietary NEXTMap® database and value– added geospatial data management, processing, analytics, fusion and orthorectification software and solutions are utilized across a range of industries that rely on accurate, high–resolution elevation data, including aviation, engineering, environmental planning, government markets, hydrology, insurance, land management, law enforcement and patrol, oil and gas, renewable energy, telecommunications, transportation and utilities. Intermap’s commercial applications include location–based intelligence, risk assessment, geographic information systems, global positioning systems and 3D visualization. For more information, please visit www.intermap.com.

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SOURCE Intermap Technologies Corporation

Sabesp – Material Fact

PR Newswire

SÃO PAULO, Nov. 12, 2020 /PRNewswire/ — The Companhia de Saneamento Básico do Estado de São Paulo – Sabesp (“Company”), in compliance with Rule No. 358 issued by the Brazilian Securities and Exchange Commission (“CVM”), dated as of January 3, 2002, as amended, hereby informs its shareholders and the market in general that, on this date, it was approved, in the 930th meeting of the Board of Directors of the Company, the 27th issuance of simple, unsecured and non-convertible debentures, in up to three series, for public distribution, with restricted placement efforts, pursuant to CVM Rule No. 476, dated as of January 16, 2009, as amended (“CVM Rule 476”), in the total amount of one billion reais (R$ 1,000,000,000.00) (“Debentures” and “Offer”, respectively), on the respective issuance date, provided that it shall not be admitted partial distribution of the Debentures.

It shall be adopted the procedure for collecting the investment intentions of the potential professional investors (bookbuilding procedure) in the Debentures, in order to define together with the Company, (i) the number of series of the Offer; (ii) the number of Debentures to be placed in each series of the Offer, according to communicating vessels system; and (iii) the final interest to be used in connection to the remuneration of each series.

The Offer will target professional investors only, in compliance with Articles 9-A and 9-C of CVM Rule 539, of November 13, 2013, as amended, and Article 2 of CVM Rule 476. According to Article 3 of CVM Rule 476, the Offer will be presented to a maximum of seventy-five (75) professional investors, though the Debentures may only be subscribed by a maximum of fifty (50) professional investors. The process of structuring the Offer and distribution of the Debentures will be undertaken by a consortium of financial institutions belonging to the Securities Distribution System.

The proceeds from the issuance and offering of the Debentures will be used to the refinance of its financial commitments maturing in 2021 and to replenish the Company’s cash position.

This Material Fact is disclosed by the Company exclusively for informative purposes, in accordance with current regulations, and should not be interpreted or considered, for all legal purposes, as a material or effort to sell or offer.

In accordance with the applicable regulations and according to the rules of conduct set forth therein, additional information about the Company and the Offer shall be viewed on CVM’s website (http://www.cvm.gov.br) and the Company’s website (http://www.sabesp.com.br).

IR Contacts:
Mario Arruda Sampaio – (55 11) 3388-8664 ([email protected])
Angela Beatriz Airoldi – (55 11) 3388-8793 ([email protected])

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SOURCE Sabesp

ROSEN, A LEADING AND LONGSTANDING FIRM, Announces Investigation of Securities Claims Against Biogen Inc. – BIIB

PR Newswire

NEW YORK, Nov. 12, 2020 /PRNewswire/ — Rosen Law Firm, a global investor rights law firm, announces an investigation of potential securities claims on behalf of shareholders of Biogen Inc. (NASDAQ: BIIB) resulting from allegations that Biogen may have issued materially misleading business information to the investing public.

On November 6, 2020, Biogen trading was halted before the Company’s meeting with the U.S. Food and Drug Administration (“FDA”).

Later that day, Bloomberg published an article entitled “Biogen Alzheimer’s Drug Fails to Gain FDA Panel’s Backing” which stated that “The outside experts voted 8 to 1, with 2 undecided, that data from a single clinical trial with positive results was insufficient to show Biogen’s drug works[,]” and “also voted 10 to 0, with 1 undecided, that the positive study shouldn’t be considered primary proof the drug works in light of conflicting evidence from a different trial.”

On this news, Biogen’s stock price fell $92.64 per share, or 28%, to close at $236.26 per share on November 9, 2020, the next trading day.

Rosen Law Firm is preparing a securities lawsuit on behalf of Biogen shareholders. If you purchased securities of Biogen please visit the firm’s website at http://www.rosenlegal.com/cases-register-1981.html to join the securities action. You may also contact Phillip Kim of Rosen Law Firm toll free at 866-767-3653 or via email at mailto:[email protected] or [email protected].

Follow us for updates on LinkedIn: https://www.linkedin.com/company/the-rosen-law-firm or 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.

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

 

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SOURCE Rosen Law Firm, P.A.

Federal Home Loan Bank of San Francisco Announces 2020 Director Election Results

SAN FRANCISCO, Nov. 12, 2020 (GLOBE NEWSWIRE) — The Federal Home Loan Bank of San Francisco announced today the results of its 2020 director elections.

The Bank’s members elected Lori R. Gay to a nonmember public interest independent director position and re-elected F. Daniel Siciliano to a nonmember independent director position. Ms. Gay has served as president and chief executive officer of Neighborhood Housing Services (NHS) of Los Angeles County, a non-profit lender, developer, and neighborhood revitalization corporation for 30 years. Under Lori’s leadership, NHS has become the largest affordable homeownership provider in southern California, reaching more than 4.7 million families with financial counseling, affordable lending, and redevelopment services. Mr. Siciliano is a Stanford Law School fellow (CodeX) and was the co-founder of Stanford’s Rock Center for Corporate Governance, Stanford, California.

The Bank’s California members also re-elected Jeffrey K. Ball and Simone Lagomarsino as California member directors. Mr. Ball is president, chief executive officer, and director, Friendly Hills Bank, Whittier, California. Ms. Lagomarsino is president and chief executive officer, Luther Burbank Savings, Gardena, California.

Each of these four positions has a four-year term beginning January 1, 2021, and ending December 31, 2024.

Federal Home Loan Bank of San Francisco

The Federal Home Loan Bank of San Francisco is a member-driven cooperative helping local lenders in Arizona, California, and Nevada build strong communities, create opportunity, and change lives for the better. The tools and resources we provide to our member financial institutions-commercial banks, credit unions, industrial loan companies, savings institutions, insurance companies, and community development financial institutions-foster homeownership, expand access to quality housing, seed or sustain small businesses, and revitalize whole neighborhoods. Together with our members and other partners, we are making the communities we serve more vibrant and resilient.

Contact:

Mary Long, (415) 616-2556
[email protected]

Algonquin Power & Utilities Corp. Announces 2020 Third Quarter and Year to Date Financial Results

PR Newswire

OAKVILLE, ON, Nov. 12, 2020 /PRNewswire/ – Algonquin Power & Utilities Corp. (TSX: AQN) (NYSE: AQN) (“APUC” or the “Company”) today announced financial results for the third quarter ended September 30, 2020.  All amounts are shown in United States dollars (“U.S. $” or “$”), unless otherwise noted.

“We are pleased to report a strong third quarter, reflecting year-over-year growth in our key financial metrics amid the COVID-19 pandemic, as well as the announcements of several exciting growth initiatives,” said Arun Banskota, President and Chief Executive Officer of APUC.  “With the completion of the ESSAL and BELCO acquisitions, we have reached a milestone of providing safe and reliable essential utility services to more than 1 million customer connections across the United States, Canada, Chile and Bermuda.”  

Q3 2020 Financial Highlights

  • Revenues of $376.1 million, an increase of 3%;
  • Adjusted EBITDA1 of $197.9 million, an increase of 6%;
  • Adjusted Net Earnings1 of $88.1 million, an increase of 27%; and,
  • Adjusted Net Earnings1 per share of $0.15, an increase of 7%, in each case on a year-over-year basis.

Key Financial Information


All amounts in U.S. $ millions except per share
information


Three months ended
September 30


Nine months ended
September 30


2020


2019


Change


2020


2019


Change

Revenue


376.1

365.6

3%


1,184.7

1,186.4

—%

Net earnings attributable to shareholders


55.9

115.8

(52)%


278.3

358.8

(22)%


Per share


0.09

0.23

(61)%


0.50

0.71

(30)%

Cash provided by operating activities


121.4

188.1

(35)%


331.2

443.8

(25)%

Adjusted Net Earnings1


88.1

69.2

27%


238.9

217.7

10%


Per share


0.15

0.14

7%


0.43

0.43

—%

Adjusted EBITDA1


197.9

186.9

6%


616.3

608.3

1%

Adjusted Funds from Operations1


148.0

120.1

23%


421.0

422.1

—%

Dividends per share


0.1551

0.1410

10%


0.4512

0.4102

10%


1.


Please refer to “Non-GAAP Financial Measures and Use of Non-GAAP Financial Measures” at the end of this document for further details.

APUC Business Highlights


  • Acquisition of ESSAL
    – On September 11, 2020, APUC entered into an agreement to acquire from Aguas Andinas S.A. its 53.5% direct and indirect participation in Chilean water utility company Empresa de Servicios Sanitarios de Los Lagos S.A. (“ESSAL”), a vertically integrated, regional water and wastewater provider with approximately 230,000 connections in Southern Chile.  In compliance with local regulation in Chile, a tender offer process was launched for the remaining shares of ESSAL.  The tender offer was completed on October 14, 2020 and the settlement of the tendered shares occurred on October 19, 2020, resulting in APUC acquiring approximately 94% of the outstanding shares of ESSAL for an aggregate purchase price of $162.1 million

  • Acquisition of Ascendant

     Subsequent to quarter end on November 9, 2020, APUC announced that it successfully completed its acquisition of Ascendant Group Limited (“Ascendant”).  Ascendant’s major subsidiary, Bermuda Electric Light Company (“BELCO”), is the sole electric utility in Bermuda, providing safe and reliable regulated electrical generation, transmission and distribution services to approximately 36,000 connections.

  • Sustainability Report and ESG Goals

     On October 2, 2020, APUC released its 2020 Sustainability Report which outlines the Company’s progress towards its environmental, social and governance (“ESG”) goals and demonstrates its ongoing commitment to delivering mission-critical services and renewable energy solutions.  The 2020 Sustainability Report enhances the Company’s ESG disclosure to provide transparency and a higher level of detail around priority ESG issues for the Company’s stakeholders.  The Company expects to release in the fourth quarter of 2020 its first ever climate assessment report in response to guidelines established by Financial Stability Board’s Task Force on Climate-Related Financial Disclosures.

  • Issuance of $600 Million of Green Senior Unsecured Notes
     – On September 23, 2020, the Regulated Services Group, through its financing affiliate Liberty Utilities Finance GP 1, completed an inaugural offering into the U.S. 144A market with the issuance of $600.0 million of green senior unsecured notes bearing interest at 2.050% and having a maturity date of September 15, 2030.  The net proceeds from the offering of the notes will be used to finance or refinance wind energy projects and other eligible green investments.

  • Completion of Great Bay II Solar Project

     – On August 13, 2020, the Renewable Energy Group’s 43 MW Great Bay II Solar Facility, located in southern Maryland, achieved full commercial operations (“COD”).  The Great Bay II Solar Facility is the Renewable Energy Group’s fifth solar generating facility and is expected to generate approximately 72.9 GW-hrs of energy per year with the majority of output being sold through a long-term financial hedge.

  • Completion of Sugar Creek Wind Project –
    On November 9, 2020, the Renewable Energy Group’s 202 MW Sugar Creek Wind Facility, located in Logan County, Illinois, achieved COD.  The Sugar Creek Wind Facility is the Renewable Energy Group’s 13th wind powered electric generating facility and is expected to generate approximately 708.2 GW-hrs of energy per year with the majority of output being sold through a long-term financial hedge. Renewable energy credits (“RECs”) from the facility will be sold under long-term contracts to utilities in the state.

  • Impact of COVID-19 on Operating Results

     – The COVID-19 pandemic and resulting business suspensions and shutdowns have changed consumption patterns of residential, commercial and industrial customers across all three modalities of utility services, including decreased consumption among certain commercial and industrial customers.  Primarily as a result of the decreased demand, total Divisional Operating Profit of the Regulated Services Group for the three and nine months ended September 30, 2020, has decreased by approximately $4.2 million and $14.0 million as compared to the same periods in the prior year and represents a reduction of approximately $0.01 and $0.02 on Adjusted Net Earnings per share1 (see “Non-GAAP Financial Measures and Use of Non-GAAP Financial Measures”).  For the three and nine months ended September 30, 2020, the Renewable Energy Group’s results were not adversely impacted by the pandemic, due to a largely contracted and diversified generation fleet.

  • Cost Containment Strategies
    – In response to both the unfavourable weather variance experienced in the first quarter of 2020 and the impacts from COVID-19, the Company began implementing cost containment strategies that would not impact safe and reliable delivery of utility services to customers.  For the nine months ended September 30, 2020, the Company was able to achieve approximately $18.0 million in cost savings.  The Company expects to achieve further expense reductions of between $5.0 million and $10.0 million in the last three months of 2020.

1 The impacts of COVID-19 were estimated by normalizing sales in both periods for changes in weather and attributing the remaining variances to COVID-19.

APUC’s supplemental information is available on the web site at www.AlgonquinPowerandUtilities.com and in our corporate filings on SEDAR at www.sedar.com and EDGAR at www.sec.gov.

Earnings Conference Call

APUC will hold an earnings conference call at 10:00 a.m. eastern time on Friday, November 13, 2020 hosted by President and Chief Executive Officer, Arun Banskota and Chief Financial Officer, Arthur Kacprzak.


Date:

Friday, November 13, 2020


Time:

10:00 a.m. ET


Conference Call Access:


Toll Free Canada/US:

1-800-319-4610


Toronto local:

416-915-3239


Please ask to join the Algonquin Power & Utilities Corp. conference call


Presentation Access:



http://services.choruscall.ca/links/algonquinpower20201113.html

Presentation also available at:  www.algonquinpowerandutilities.com


Call Replay:
(


available until November 27, 2020)


Toll Free Canada/US:

1-855-669-9658


Vancouver local:

1-604-674-8052


Access code:

5344

About Algonquin Power & Utilities Corp., Liberty Utilities, and Liberty Power

APUC is a diversified international generation, transmission, and distribution utility with approximately $11 billion of total assets. Through its two business groups, Liberty Utilities and Liberty Power, APUC is committed to providing safe, secure, reliable, cost-effective, and sustainable energy and water solutions through its portfolio of electric generation, transmission, and distribution utility investments to over 1 million customer connections, largely in the United States and Canada.  APUC is a global leader in renewable energy through its portfolio of long-term contracted wind, solar, and hydroelectric generating facilities representing over 2 GW of installed capacity and approximately 1.4 GW of incremental renewable energy capacity under construction.

APUC is committed to delivering growth and the pursuit of operational excellence in a sustainable manner through an expanding global pipeline of renewable energy and electric transmission development projects, organic growth within its rate-regulated generation, distribution, and transmission businesses, and the pursuit of accretive acquisitions.

APUC’s common shares, Series A preferred shares, and Series D preferred shares are listed on the Toronto Stock Exchange under the symbols AQN, AQN.PR.A, and AQN.PR.D, respectively. APUC’s common shares, Series 2018-A subordinated notes and Series 2019-A subordinated notes are listed on the New York Stock Exchange under the symbols AQN, AQNA and AQNB, respectively.

Visit APUC at www.algonquinpowerandutilities.com and follow us on Twitter @AQN_Utilities.

Caution Regarding Forward-Looking Information

Certain statements included in this news release constitute ”forward-looking information” within the meaning of applicable securities laws in each of the provinces of Canada and the respective policies, regulations and rules under such laws and ”forward-looking statements” within the meaning of the U.S. Private Securities Litigation Reform Act of 1995 (collectively, ”forward-looking statements”). The words “will”, “expects”, “plans”, “intends” and similar expressions are often intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words. Specific forward-looking statements in this news release include, but are not limited to: expectations regarding the use of proceeds from financings; expectations regarding future generation of the Great Bay Solar II Solar Facility and the Sugar Creek Wind Facility; expectations regarding the release of the Company’s first climate assessment report; and expectations regarding future expense reductions. These statements are based on factors or assumptions that were applied in drawing a conclusion or making a forecast or projection, including assumptions based on historical trends, current conditions and expected future developments. Since forward-looking statements relate to future events and conditions, by their very nature they require making assumptions and involve inherent risks and uncertainties. APUC cautions that although it is believed that the assumptions are reasonable in the circumstances, these risks and uncertainties give rise to the possibility that actual results may differ materially from the expectations set out in the forward-looking statements. Material risk factors and assumptions include those set out in APUC’s most recent annual and interim Management Discussion & Analysis and Annual Information Form. Given these risks, undue reliance should not be placed on these forward-looking statements, which apply only as of their dates. Other than as specifically required by law, APUC undertakes no obligation to update any forward-looking statements to reflect new information, subsequent or otherwise.

Non-GAAP Financial Measures and Use of Non-GAAP Financial Measures

The terms “Adjusted Net Earnings”, “Adjusted EBITDA”, “Adjusted Funds from Operations” and “Divisional Operating Profit” are used in this press release. The terms “Adjusted Net Earnings”, “Adjusted EBITDA”, “Adjusted Funds from Operations” and “Divisional Operating Profit” are not recognized measures under U.S. GAAP. There is no standardized measure of “Adjusted Net Earnings”, “Adjusted EBITDA”, “Adjusted Funds from Operations” and “Divisional Operating Profit”; consequently, APUC’s method of calculating these measures may differ from methods used by other companies and therefore may not be comparable to similar measures presented by other companies. A calculation and analysis of “Adjusted Net Earnings”, “Adjusted EBITDA”, “Adjusted Funds from Operations” and “Divisional Operating Profit”, including a reconciliation to the U.S. GAAP equivalent, where applicable, can be found in APUC’s Management Discussion & Analysis for the three and nine months ended September 30, 2020.

Adjusted EBITDA

Adjusted EBITDA is a non-GAAP measure used by many investors to compare companies on the basis of ability to generate cash from operations.  APUC uses these calculations to monitor the amount of cash generated by APUC as compared to the amount of dividends paid by APUC.  APUC uses Adjusted EBITDA to assess the operating performance of APUC without the effects of (as applicable): depreciation and amortization expense, income tax expense or recoveries, acquisition costs, litigation expenses, interest expense, gain or loss on derivative financial instruments, write down of intangibles and property, plant and equipment, earnings attributable to non-controlling interests, non-service pension and post-employment costs, cost related to tax equity financing, costs related to management succession and executive retirement, costs related to prior period adjustments due to U.S. Tax Reform, costs related to condemnation proceedings, gain or loss on foreign exchange, earnings or loss from discontinued operations, changes in value of investments carried at fair value,  and other typically non-recurring items.  APUC adjusts for these factors as they may be non-cash, unusual in nature and are not factors used by management for evaluating the operating performance of the Company.  APUC believes that presentation of this measure will enhance an investor’s understanding of APUC’s operating performance.  Adjusted EBITDA is not intended to be representative of cash provided by operating activities or results of operations determined in accordance with U.S. GAAP, and can be impacted positively or negatively by these items.

Adjusted Net Earnings

Adjusted Net Earnings is a non-GAAP measure used by many investors to compare net earnings from operations without the effects of certain volatile primarily non-cash items that generally have no current economic impact or items such as acquisition expenses or litigation expenses that are viewed as not directly related to a company’s operating performance.  APUC uses Adjusted Net Earnings to assess its performance without the effects of (as applicable): gains or losses on foreign exchange, foreign exchange forward contracts, interest rate swaps, acquisition costs, one-time costs of arranging tax equity financing, litigation expenses and write down of intangibles and property, plant and equipment, earnings or loss from discontinued operations, unrealized mark-to-market revaluation impacts (other than those realized in connection with the sales of development assets), costs related to management succession and executive retirement, costs related to prior period adjustments due to U.S. Tax Reform, costs related to condemnation proceedings, changes in value of investments carried at fair value, and other typically non-recurring items as these are not reflective of the performance of the underlying business of APUC.  The Non-cash accounting charge related to the revaluation of U.S. deferred income tax assets and liabilities as a result of implementation of the effects of the Tax Cuts and Jobs Act (“U.S. Tax Reform”) is adjusted as it is also considered a non-recurring item not reflective of the performance of the underlying business of APUC.  APUC believes that analysis and presentation of net earnings or loss on this basis will enhance an investor’s understanding of the operating performance of its businesses.  Adjusted Net Earnings is not intended to be representative of net earnings or loss determined in accordance with U.S. GAAP, and can be impacted positively or negatively by these items.

Adjusted Funds from Operations

Adjusted Funds from Operations is a non-GAAP measure used by investors to compare cash flows from operating activities without the effects of certain volatile items that generally have no current economic impact or items such as acquisition expenses that are viewed as not directly related to a company’s operating performance.  APUC uses Adjusted Funds from Operations to assess its performance without the effects of (as applicable): changes in working capital balances, acquisition expenses, litigation expenses, cash provided by or used in discontinued operations and other typically non-recurring items affecting cash from operations as these are not reflective of the long-term performance of the underlying businesses of APUC.  APUC believes that analysis and presentation of funds from operations on this basis will enhance an investor’s understanding of the operating performance of its businesses.  Adjusted Funds from Operations is not intended to be representative of cash flows from operating activities as determined in accordance with U.S. GAAP, and can be impacted positively or negatively by these items.

Divisional Operating Profit

Divisional Operating Profit is a non-GAAP measure.  APUC uses Divisional Operating Profit to assess the operating performance of its business groups without the effects of (as applicable): depreciation and amortization expense, corporate administrative expenses, income tax expense or recoveries, acquisition costs, litigation expenses, interest expense, gain or loss on derivative financial instruments, write down of intangibles and property, plant and equipment, gain or loss on foreign exchange, earnings or loss from discontinued operations, non-service pension and post-employment costs, and other typically non-recurring items.  APUC adjusts for these factors as they may be non-cash, unusual in nature and are not factors used by management for evaluating the operating performance of the divisional units.  Divisional Operating Profit is calculated inclusive of interest, dividend and equity income earned from indirect investments, and Hypothetical Liquidation at Book Value (“HLBV”) income, which represents the value of net tax attributes earned in the period from electricity generated by certain of its U.S. wind power and U.S. solar generation facilities.  APUC believes that presentation of this measure will enhance an investor’s understanding of APUC’s divisional operating performance.  Divisional Operating Profit is not intended to be representative of cash provided by operating activities or results of operations determined in accordance with U.S. GAAP.

Capitalized terms used herein and not otherwise defined will have the meanings assigned to them in the Company’s most recent AIF.

Reconciliation of Adjusted EBITDA to Net Earnings

The following table is derived from and should be read in conjunction with the consolidated statement of operations.  This supplementary disclosure is intended to more fully explain disclosures related to Adjusted EBITDA and provides additional information related to the operating performance of APUC.  Investors are cautioned that this measure should not be construed as an alternative to consolidated net earnings in accordance with U.S. GAAP.


Three Months Ended
September 30


Nine Months Ended
September 30


(all dollar amounts in $ millions)


2020


2019


2020


2019

Net earnings attributable to shareholders


$


55.9

$

115.8


$


278.3

$

358.8

Add (deduct):

Net earnings attributable to the non-controlling interest, exclusive of HLBV1


3.4

7.6


11.7

22.8

Income tax expense (recovery)


(19.7)

22.0


13.5

57.6

Interest expense


45.6

45.7


136.6

134.1

Other net losses3


16.9

5.7


44.8

14.1

Pension and post-employment non-service costs


2.4

5.0


9.3

10.0

Change in value of investments carried at fair value2


23.4

(64.4)


(95.7)

(180.0)

Gain on derivative financial instruments


(0.3)

(15.4)


(1.7)

(15.6)

Realized loss on energy derivative contracts


(0.3)


(1.0)

(0.2)

Loss (gain) on foreign exchange


(0.9)

(0.9)


(5.6)

0.1

Depreciation and amortization


71.5

65.8


226.1

206.6


Adjusted EBITDA


$


197.9

$

186.9


$


616.3

$

608.3


1

HLBV represents the value of net tax attributes earned during the period primarily from electricity generated by certain U.S. wind power and U.S. solar generation facilities.  HLBV earned in the three and nine months ended September 30, 2020 amounted to $11.8 million and $49.1 million as compared to $12.0 million and $49.0 million during the same period in 2019.


2

See Note 6 in the unaudited interim consolidated financial statements


3

See Note 16 in the unaudited interim consolidated financial statements

Reconciliation of Adjusted Net Earnings to Net Earnings

The following table is derived from and should be read in conjunction with the consolidated statement of operations.  This supplementary disclosure is intended to more fully explain disclosures related to Adjusted Net Earnings and provides additional information related to the operating performance of APUC.  Investors are cautioned that this measure should not be construed as an alternative to consolidated net earnings in accordance with U.S. GAAP.

The following table shows the reconciliation of net earnings to Adjusted Net Earnings exclusive of these items:


Three Months Ended
September 30


Nine Months Ended
September 30


(all dollar amounts in $ millions except per share information)


2020


2019


2020


2019

Net earnings attributable to shareholders


$


55.9

$

115.8


$


278.3

$

358.8

Add (deduct):

Loss (gain) on derivative financial instruments


(0.3)

0.5


(1.7)

0.2

Realized loss on energy derivative contracts


(0.3)


(1.0)

(0.2)

Other net losses2


16.9

5.9


44.8

14.2

Loss (gain) on foreign exchange


(0.9)

(0.9)


(5.6)

0.1

Change in value of investments carried at fair value1


23.4

(64.4)


(95.7)

(180.0)

Other non-recurring adjustments




1.0

Adjustment for taxes related to above3


(6.6)

12.3


18.8

24.6


Adjusted Net Earnings


$


88.1

$

69.2


$


238.9

$

217.7


Adjusted Net Earnings per share


$


0.15

$

0.14


$


0.43

$

0.43


1

See Note 6 in the unaudited interim consolidated financial statements


2

See Note 16 in the unaudited interim consolidated financial statements


3

Includes a one-time tax expense of $9.3 million to reverse the benefit of deductions taken in the prior year.  See Note 15 in the unaudited interim consolidated financial statements.

Reconciliation of Adjusted Funds from Operations to Cash Flows from Operating Activities

The following table is derived from and should be read in conjunction with the consolidated statement of operations and consolidated statement of cash flows.  This supplementary disclosure is intended to more fully explain disclosures related to Adjusted Funds from Operations and provides additional information related to the operating performance of APUC.  Investors are cautioned that this measure should not be construed as an alternative to funds from operations in accordance with U.S GAAP.

The following table shows the reconciliation of funds from operations to Adjusted Funds from Operations exclusive of these items:


Three Months Ended
September 30


Nine Months Ended
September 30


(all dollar amounts in $ millions)


2020


2019


2020


2019

Cash flows from operating activities


$


121.4

$

188.1


$


331.2

$

443.8

Add (deduct):

Changes in non-cash operating items


23.7

(70.8)


80.3

(30.5)

Production based cash contributions from non-controlling interests




3.4

3.6

Acquisition-related costs


2.9

2.8


6.1

5.2


Adjusted Funds from Operations


$


148.0

$

120.1


$


421.0

$

422.1

 

Cision View original content:http://www.prnewswire.com/news-releases/algonquin-power–utilities-corp-announces-2020-third-quarter-and-year-to-date-financial-results-301172470.html

SOURCE Algonquin Power & Utilities Corp.

Willamette Valley Vineyards Posts a Profit for Q3 2020

PR Newswire

SALEM, Ore., Nov. 12, 2020 /PRNewswire/ — Willamette Valley Vineyards, Inc. (NASDAQ:WVVI) (the “Company”), a leading Oregon producer of Pinot Noir, generated income applicable to common shareholders of $640,347, or $0.13 cents per share, for the third quarter of 2020, up from $595,748 or $0.12 cents per share, for the third quarter in the prior year, representing a $44,599, or 7.5%, increase in income applicable to common shareholders in the third quarter of 2020 compared to the third quarter of 2019.

Sales revenue for the three months ended September 30, 2020 and 2019 were $6,918,131 and $6,758,367, respectively, an increase of $159,764, or 2.4%, in the current year period over the prior year period. This increase was mainly caused by an increase in direct sales of $265,018 being partially offset by a decrease in sales through distributors of $105,254 in the current year three-month period over the same period in the prior year. The increase in revenue from direct sales to consumers was primarily the result of increased retail sales revenues from our brand ambassador program and increased wine sales made over the internet, which more than offset lower revenues from hospitality and kitchen sales mostly due to the restrictions on the operation of our tasting rooms resulting from the COVID-19 pandemic in 2020. The decrease in revenue from sales through distributors was primarily attributed to lower sales to restaurants and similar businesses as many of these establishments have been closed or had other restrictions placed on them due to the COVID-19 pandemic in 2020. 

Gross profit for the three months ended September 30, 2020 and 2019 was $4,221,197 and $4,064,022, respectively, an increase of $157,175, or 3.9%, in the third quarter of 2020 over the same quarter in the prior year.

Selling, general and administrative expenses for the three months ended September 30, 2020 and 2019 was $2,917,363 and $2,789,695 respectively, an increase of $127,668, or 4.6%, in the current quarter over the same quarter in the prior year. This increase was primarily the result of an increase in selling expenses of $15,918, or 0.9% and an increase in general and administrative expenses of $111,750, or 12.0% in the current quarter compared to the same quarter last year. 

Net income for the three months ended September 30, 2020 and 2019 was $896,799 and $852,200, respectively, an increase of $44,599, or 5.2%, in the third quarter of 2020 over the same quarter in the prior year.

Jim Bernau, Founder and CEO of the winery, said, “The winery has continued to demonstrate brand strength, in the face of COVID-19 regulatory restrictions, benefiting from strong stockholder support in retail stores and direct shipments from the winery. It is inspiring to witness our employees’ resourcefulness in protecting their fellow employees and guests while driving sales and making excellent wines.”

The extent of the impact of the COVID-19 pandemic on the Company’s business is highly uncertain and difficult to predict, as the response to the pandemic is continuing to evolve. The severity of the impact of the COVID-19 pandemic on the Company’s business will depend on a number of factors, including, but not limited to, the duration and severity of the pandemic and the extent and severity of the impact on the Company’s customers, all of which are uncertain and cannot be predicted.

For a complete discussion of the Company’s financial condition and operating results for the third quarter, see our Form 10-Q for the three months ended September 30, 2020, as filed with the United States Securities and Exchange Commission on EDGAR. 

Willamette Valley Vineyards, Inc. is headquartered at its Estate Vineyard near Salem, Oregon.  The Company’s common stock is traded on NASDAQ (WVVI). 

Forward-looking statements in this release are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. These forward-looking statements involve risks and uncertainties that are based on current expectations, estimates and projections about the Company’s business, and beliefs and assumptions made by management.  Words such as “expects,” “anticipates,” “intends,” “plans,” “believes,” “seeks,” “estimates” “intends,” “plans,” “predicts,” “potential,” “should,” or “will” or the negative thereof and variations of such words and similar expressions are intended to identify such forward-looking statements.  Therefore, actual outcomes and results may differ materially from what is expressed or forecasted in such forward-looking statements due to numerous factors, including, but not limited to:  availability of financing for growth, availability of adequate supply of high quality grapes, successful performance of internal operations, impact of competition, changes in wine broker or distributor relations or performance, impact of possible adverse weather conditions, impact of reduction in grape quality or supply due to disease or smoke from forest fires, changes in consumer spending, the reduction in consumer demand for premium wines and the impact of the COVID-19 pandemic and the policies of United States federal, state and local governments in response to such pandemic. In addition, such statements could be affected by general industry and market conditions and growth rates, and general domestic economic conditions.  Many of these risks as well as other risks that may have a material adverse impact on our operations and business, are identified in Item 1A “Risk Factors” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2019, as well as in the Company’s other Securities and Exchange Commission filings and reports. 

The following is the Company’s Condensed Statement of Income for the three months and nine months ended September 30, 2020 compared to the three and nine months ended September 30, 2019:


Three months ended


Nine months ended


September 30,


September 30,


2020


2019


2020


2019


SALES, NET

$   6,918,131

$   6,758,367

$   19,008,680

$   17,547,990


COST OF SALES

2,696,934

2,694,345

7,373,909

6,704,974


GROSS PROFIT

4,221,197

4,064,022

11,634,771

10,843,016


OPERATING EXPENSES

Sales and marketing

1,876,455

1,860,537

5,238,493

5,542,123

General and administrative

1,040,908

929,158

3,064,332

2,865,697

Total operating expenses

2,917,363

2,789,695

8,302,825

8,407,820


INCOME FROM OPERATIONS

1,303,834

1,274,327

3,331,946

2,435,196


OTHER INCOME (EXPENSE)

Interest income

2,615

25,268

17,845

35,554

Interest expense

(103,283)

(110,547)

(314,158)

(332,049)

Other income (expense), net

37,097

(18,060)

137,899

103,040


INCOME BEFORE INCOME TAXES

1,240,263

1,170,988

3,173,532

2,241,741


INCOME TAX PROVISION 

(343,464)

(318,788)

(869,230)

(603,154)


NET INCOME

896,799

852,200

2,304,302

1,638,587


Accrued preferred stock dividends

(256,452)

(256,452)

(769,356)

(769,357)


INCOME APPLICABLE TO COMMON SHAREHOLDERS

$       640,347

$       595,748

$      1,534,946

$          869,230


Earnings per common share after preferred dividends,


basic and diluted

$             0.13

$             0.12

$               0.31

$                0.18


Weighted-average number of 


common shares outstanding

4,964,529

4,964,529

4,964,529

4,964,529

 

Cision View original content:http://www.prnewswire.com/news-releases/willamette-valley-vineyards-posts-a-profit-for-q3-2020-301172469.html

SOURCE Willamette Valley Vineyards

McKean Defense Announces Signing of Definitive Agreement to Acquire Mikros Systems Corporation

PR Newswire

PHILADELPHIA and FORT WASHINGTON, Pa., Nov. 12, 2020 /PRNewswire/ — McKean Defense Group, Inc. (“McKean“), a leading Employee-Owned Life Cycle Management, Engineering, Enterprise Transformation, and Program Management business headquartered in Philadelphia, PA, announced today that it has signed a definitive agreement to acquire Mikros Systems Corporation (OTCQB: MKRS) (“Mikros”), an advanced technology company specializing in electronic systems technology for advanced maintenance in military, industrial and commercial applications, for approximately $4.6 million in cash.

Under the terms of the agreement, McKean will acquire all of the outstanding common stock of Mikros  for cash payment of $0.13 per share via merger.  The boards of directors of both McKean and Mikros have approved the transaction. The acquisition is expected to close in the first quarter of 2021, subject to customary closing conditions, including approval by Mikros’ stockholders.

Mikros brings cutting edge product and technology solutions that strongly compliment McKean’s U.S. Navy portfolio. “McKean’s maintenance engineers and modernization analysts have helped shape strategies for new ship programs and increasing the maintainability of the Surface Navy,” said Joseph Carlini, Chief Executive Officer of McKean. “With the added capabilities and skills from the Mikros acquisition, McKean will strengthen our support to the Littoral Combat Systems (LCS) platform and add significant combat systems monitoring and diagnostic analytics to our strategic offerings.”

Paul Casner, Chairman of the Board of Directors of Mikros, said “We ran a broad and comprehensive process, engaging with multiple potential buyers, and are pleased that the process culminated in a transaction that maximizes value for our stockholders. The combination of McKean and Mikros strengthens both companies and provides the Navy with world class engineering and support.”  Tom Meaney, Chief Executive Officer of Mikros Systems, added “This transaction is a testament to our outstanding team of talented employees and the company they have built. We have grown Mikros from a small research organization into a prime Defense Contractor providing proprietary remote maintenance and monitoring solutions to the United States Navy. McKean gives Mikros a much larger platform to expand our combat systems maintenance product lines with the U.S. Navy, while increasing reliability and reducing sustainment costs.” 

Stevens & Lee, P.C. served as McKean’s legal counsel.  Mikros was advised in this transaction by Spouting Rock Capital Advisors, LLC, and received a fairness opinion from Guide Cap Partners, LLC.  Fox Rothschild LLP served as Mikros’ legal counsel.

About McKean
McKean Defense is an 100% Employee Owned company with cutting edge engineers, developers, technical staff, programmers, analysts, and program managers who identify and deploy new shipboard technologies, integrate information technology across shipboard platforms, and develop strategies to support the Warfighter. McKean Defense’s employees create strategic solutions to help customers reach new levels of mission support and transform their organizations. More information is available at www.mckean-defense.com.

About Mikros
Mikros Systems Corporation is an advanced technology company specializing in the development and production of electronic systems technology for advanced maintenance in military, industrial and commercial applications.  Mikros’ capabilities include technology management, electronic systems engineering and integration, radar systems engineering, command, control, communications, computers and intelligence systems engineering, and communications engineering.  For more information on Mikros, please visit www.mikrossystems.com.



McKean and Mikros Forward-Looking Statements


This communication contains forward-looking statements. Forward-looking statements are statements that are not historical facts and may include projections and estimates and their underlying assumptions, statements regarding plans, objectives, intentions and expectations with respect to future financial results, events, operations, services, product development and potential, and statements regarding future performance. Forward-looking statements are generally identified by the words “expects”, “anticipates”, “believes”, “intends”, “estimates”, “plans”, “will be” and similar expressions. Although McKean’s and Mikros’ management each believes that the expectations reflected in such forward-looking statements are reasonable, investors are cautioned that forward-looking information and statements are subject to various risks and uncertainties, many of which are difficult to predict and generally beyond the control of McKean and Mikros, that could cause actual results and developments to differ materially from those expressed in, or implied or projected by, the forward-looking information and statements. These risks and uncertainties include among other things, risks related to McKean’s and Mikros’ ability to complete the acquisition on the proposed terms or on the proposed timeline or at all, including risks related to the receipt of required Mikros stockholder approval, the possibility that other conditions to the completion of the acquisition may not be satisfied, the possibility that competing offers will be made, other risks associated with executing business combination transactions, disruption from the proposed acquisition making it more difficult to conduct business as usual or to maintain relationships with customers, employees, manufacturers, or suppliers, as well as other risks related to McKean’s and Mikros’ respective businesses.  While the list of factors presented here is representative, no list should be considered a statement of all potential risks, uncertainties or assumptions that could have a material adverse effect on the companies’ respective financial condition or results of operations. The foregoing factors should be read in conjunction with the risks and cautionary statements discussed or identified in the public filings with the U.S. Securities and Exchange Commission (the “SEC”) made by Mikros, including those listed under “Risk Factors” and “Disclosure Regarding Forward-Looking Statements” in Mikros’ annual report on Form 10-K for the year ended December 31, 2019, and its other filings with the SEC. The forward-looking statements speak only as of the date hereof and, other than as required by applicable law, McKean and Mikros do not undertake any obligation to update or revise any forward-looking information or statements.

Additional Information for Mikros stockholders

The proxy solicitation of holders of the outstanding shares of Mikros common stock referenced in this press release has not yet commenced. This press release is for informational purposes only and is neither an offer to purchase nor a solicitation of an offer to sell securities, nor is it a solicitation of proxies or a substitute for the proxy materials that Mikros will file with the SEC. THE PROXY STATEMENT WILL CONTAIN IMPORTANT INFORMATION. MIKROS STOCKHOLDERS ARE URGED TO READ THESE DOCUMENTS CAREFULLY WHEN THEY BECOME AVAILABLE (AS EACH MAY BE AMENDED OR SUPPLEMENTED FROM TIME TO TIME) BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION THAT HOLDERS OF MIKROS SECURITIES SHOULD CONSIDER BEFORE MAKING ANY DECISION REGARDING THE TRANSACTION DESCRIBED IN THIS PRESS RELEASE. The proxy statement will be made available for free at the SEC’s website at www.sec.gov. Additional copies may be obtained by contacting Mikros.

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SOURCE Mikros Systems Corporation