Achieve Life Sciences Announces Pricing of $15 Million Public Offering

PR Newswire

SEATTLE and VANCOUVER, B.C., Dec. 3, 2020 /PRNewswire/ — Achieve Life Sciences, Inc. (Nasdaq: ACHV), a clinical-stage pharmaceutical company committed to the global development and commercialization of cytisinicline for smoking cessation and nicotine addiction, today announced the pricing of an underwritten public offering of 2,150,000 shares of its common stock at a price to the public of $7.00 per share. The aggregate gross proceeds from this offering are expected to be approximately $15 million, before deducting underwriting discounts and commissions and other offering expenses payable by Achieve. Achieve has also granted the underwriters a 30-day option to purchase up to an additional 322,500 shares of common stock in connection with the public offering.  All of the securities are being offered by Achieve. The offering is expected to close on or about December 7, 2020, subject to the satisfaction of customary closing conditions. 

Lake Street Capital Markets LLC is acting as the sole bookrunning manager in the offering. Maxim Group LLC is serving as the co-manager.

Achieve intends to use the proceeds from the offering to fund its Phase 3 ORCA-2 trial, clinical research and development, as well as for working capital and general corporate purposes.

The securities are being offered by Achieve pursuant to a registration statement on Form S-1 (File No. 333-250074) declared effective by the Securities and Exchange Commission (SEC) on December 2, 2020, and the registration statement filed by the Company with the SEC on December 2, 2020 pursuant to Rule 462(b). The offering is being made only by means of a prospectus included in the registration statement, copies of which may be obtained from: Lake Street Capital Markets LLC, Prospectus Department, 920 Second Avenue South, Suite 700, Minneapolis, Minnesota 55402 or by email at [email protected]. When available, electronic copies of the final prospectus may be obtained for free by visiting the website of the SEC at http://www.sec.gov.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy any securities of Achieve, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction. Any offers, solicitations or offers to buy, or any sales of securities will be made in accordance with the registration requirements of the Securities Act of 1933, as amended.

About Achieve and
Cytisinicline
Tobacco use is currently the leading cause of preventable death that is responsible for more than eight million deaths worldwide. and nearly half a million deaths in the U.S. annually.1 2 More than 87% of lung cancer deaths, 61% of all pulmonary disease deaths, and 32% of all deaths from coronary heart disease are attributable to smoking and exposure to secondhand smoke.2 Achieve’s focus is to address the global smoking health and nicotine addiction epidemic through the development and commercialization of cytisinicline. Cytisinicline is a plant-based alkaloid with a high binding affinity to the nicotinic acetylcholine receptor. It is believed to aid in smoking cessation by interacting with nicotine receptors in the brain by reducing the severity of nicotine withdrawal symptoms and by reducing the reward and satisfaction associated with smoking.

Forward-Looking Statements
This press release contains forward-looking statements within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995, including, but not limited to, statements Achieve makes regarding the ability to complete the offering, potential exercise of the overallotment option, expected use of proceeds, potential benefits of Achieve’s product candidates and platform and potential market opportunities for Achieve’s product candidates. All statements other than statements of historical fact are statements that could be deemed forward-looking statements. There can be no assurance regarding the completion of the offering. Achieve may not actually achieve its plans or product development goals in a timely manner, if at all, or otherwise carry out its intentions or meet its expectations or projections disclosed in these forward-looking statements. These statements are based on management’s current expectations and beliefs and are subject to a number of risks, uncertainties and assumptions that could cause actual results to differ materially from those described in the forward-looking statements, and others described in Achieve’s Annual Reports on Form 10-K and Quarterly Reports on Form 10-Q, and Achieve’s registration statement on Form S-1 (File No. 333-250074). Achieve undertakes no obligation to update the forward-looking statements contained herein or to reflect events or circumstances occurring after the date hereof, other than as may be required by applicable law.

Achieve Contact

Jason Wong

[email protected]

(415) 375-3340 ext. 4

1 World Health Organization. WHO Report on the Global Tobacco Epidemic, 2019. Geneva: World Health Organization, 2017.
2 U.S. Department of Health and Human Services. The Health Consequences of Smoking – 50 Years of Progress. A Report of the Surgeon General, 2014.

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SOURCE Achieve Life Sciences, Inc.

Cardinal Health Oncology Insights: Eighth Edition Explores Impact of COVID-19 on Oncologists

Survey shows providers have embraced telemedicine, but are experiencing higher rates of burnout

PR Newswire

DUBLIN, Ohio, Dec. 3, 2020 /PRNewswire/ — In response to the COVID-19 pandemic, U.S. oncologists have adjusted patient care by embracing telemedicine and switching more patients to oral therapies to limit office visits—but personally, more oncologists may be experiencing burnout due to the loss of face-to-face interactions with patients, according to new research from Cardinal Health Specialty Solutions.

These findings were released today in the eighth edition of Oncology Insights, a research-based report series analyzing the views of more than 190 U.S. oncologists via surveys conducted in September through November 2020. This issue explores how oncologists are adapting their practices and caring for patients during the pandemic – and points to changes that may continue after COVID-19.

Nearly all participating oncologists (97%) said they used telemedicine during a peak stage of the pandemic, and they are generally satisfied with the experience. Nearly six in 10 participating oncologists said their telemedicine experience has been “highly positive” (10%) or “better than expected” (49%). About 80% of participating oncologists said they expect to continue using telemedicine with some patients after the pandemic.

Other key findings include:

  • Most respondents (65%) said they have moved some patients from infused therapies to oral therapies to limit office visits and nearly half said the pandemic will drive greater use of oral therapies in the future.
  • About three-fourths of participants said they are “very confident” or “confident” that their practices will return to pre-pandemic levels of success and profitability after COVID-19 wanes.
  • Burnout remains a significant issue, with half of the participating oncologists reporting they feel symptoms. Oncologists cited loss of face-to-face patient interaction as the leading cause.

“COVID-19 has posed enormous challenges for medical professionals across every discipline, but the impact on oncologists is particularly acute because of the number of patients who must continue treatment despite the circumstances,” said Heidi Hunter, President of Cardinal Health Specialty Solutions. “Our survey illustrates how oncologists have responded COVID-19 with resourcefulness and resiliency, while managing through higher levels of stress than ever before.”

About the Survey
The findings in Oncology Insights are based on web-based surveys conducted in September, October and November 2020. The survey included participation from more than 190 U.S oncologists, representing a diverse mix of community and hospital-based practices. The report also includes viewpoints from Cardinal Health Chief Medical Officer Bruce Feinberg, DO, and Vice President and Senior Medical Director Ajeet Gajra, MD, MBBS, FACP.

About Cardinal Health
Cardinal Health is a distributor of pharmaceuticals, a global manufacturer and distributor of medical and laboratory products, and a provider of performance and data solutions for health care facilities. With 50 years in business, operations in 46 countries and approximately 48,000 employees globally, Cardinal Health is essential to care. Information about Cardinal Health is available at http://www.cardinalhealth.com.

Contacts
Media: to request a copy of the report, please contact Marcia Frederick, [email protected] and (614) 757-9968; Investors: Kevin Moran, [email protected] and (614) 757-7942.

 

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SOURCE Cardinal Health

Spark Networks Announces Credit Facility Amendment to Reset Financial Covenants, and Additional $6 Million of Funding

PR Newswire

BERLIN, Dec. 3, 2020 /PRNewswire/ — Spark Networks (NYSE: LOV), the global leader in premium and community-based dating, today announced an amendment to its existing debt facility providing for, among other things, enhanced financial covenant flexibility and a strengthened cash position of $6 million.

“We are pleased to have successfully amended our loan agreement,” said Eric Eichmann, Chief Executive Officer.  “The reset of financial covenants coupled with the influx of capital provide Spark with the financial flexibility to operate our business and drive future revenue growth.  We appreciate the support of our lending partners in helping us achieve our strategic initiatives and improve the overall financial position of the company.”

Additional details on the terms of the amendment will be available in a Form 6-K to be filed by Spark with the Securities and Exchange Commission. 

Safe Harbor Statement:
This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, statements involving known and unknown risks, uncertainties, and other factors that may cause Spark Networks’ performance or achievements to be materially different from those of any expected future results, performance, or achievements.  These statements include statements regarding the benefits to Spark Networks of the amended loan agreement and the ability of Spark Networks to drive future revenue growth.  Any statements in this press release that are not statements of historical fact may be considered to be forward-looking statements. Written words, such as “believes,” “hopes,” “intends,” “estimates,” “expects,” “projects,” “plans,” “anticipates,” and variations thereof, or the use of future tense, identify forward-looking statements. By their nature, forward-looking statements and forecasts involve risks and uncertainties because they relate to events and depend on circumstances that will occur in the near future. There are a number of factors that could cause actual results and developments to differ materially, including, but not limited to, the risk that the benefits from the acquisition of Zoosk, Inc. may not be fully realized or may take longer to realize than expected; risks related to the degree of competition in the markets in which Spark Networks operates; risks related to the ability of Spark Networks to retain and hire key personnel; the timing and market acceptance of new products introduced by Spark Networks’ competitors; Spark Networks’ ability to identify potential acquisitions; Spark Networks’ ability to comply with new and evolving regulations relating to data protection and data privacy; general competition and price measures in the market place; risks related to the duration and severity of Covid-19 and its impact on Spark Networks’ business; and general economic conditions. Additional factors that could cause actual results to differ are discussed under the heading “Risk Factors” in Spark Networks’ Annual Report on Form 20-F for the year ended December 31, 2019 and in other sections of Spark Networks’ filings with the Securities and Exchange Commission (“SEC”), and in Spark Networks’ other current and periodic reports filed or furnished from time to time with the SEC. All forward-looking statements in this press release are made as of the date hereof, based on information available to Spark Networks as of the date hereof, and Spark Networks assumes no obligation to update any forward-looking statement except as required by law.

About Spark Networks SE:
Spark Networks SE is America’s second-largest dating company, listed on the New York Stock Exchange American under the ticker symbol “LOV,” with headquarters in Berlin, Germany, and offices in New York and Utah. The Company’s widening portfolio of premium and freemium dating apps include Zoosk, EliteSingles, Christian Mingle, Jdate, JSwipe, SilverSingles, and eDarling, among others. Spark Networks SE in its current form is the result of the merger between Affinitas GmbH and Spark Networks, Inc. in 2017 and the addition of Zoosk, Inc. in 2019. Spark Networks has approximately one million monthly paying subscribers globally.

Investors:

Christopher Camarra

Vice President of Investor Relations
[email protected]

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SOURCE Spark Networks SE

Jack Henry Migrates 800 Financial Institutions to Enhanced Card Processing Platform

FirstBank among those leveraging the enhanced card processing platform to improve user experiences, boost efficiencies, and reduce fraud losses

PR Newswire

MONETT, Mo., Dec. 3, 2020 /PRNewswire/ — Jack Henry & Associates, Inc. (NASDAQ: JKHY) is a leading provider of technology solutions and payment processing services primarily for the financial services industry. Today, Jack Henry Payments announced that 800 financial institutions have migrated to the full-service debit, credit, and ATM processing platform provided by JHA Card Processing Solutions™ (CPS). In addition to these migrations, 137 new debit and/or credit clients have been converted to the new platform.

The CPS platform provides banks and credit unions with a single-source solution for their near and long-term processing needs with the scalability and flexibility to seamlessly support ongoing changes in the payments landscape. CPS centralizes a financial institution’s entire processing operations while providing a full suite of modern tools for fraud mitigation, data access and analytics, digital issuance, loyalty programs, and more.

Nashville, Tenn.-based FirstBank recently moved its card processing to Jack Henry for the seamless integration with the bank’s technology platform and to improve the cardholder experience. Wade Peery, chief administrative officer for the $11 billion-asset bank, said, “Trust goes a long way. Partnering with Jack Henry ensures a stellar experience for us that trickles down to our customers. That includes fast, uninterrupted service, a fraud platform that enables consumers to provide input immediately, mobile wallets, and instant issuance for a better experience.”

Peery explained that the bank cut fraud losses by more than 50 percent year over year using the dynamic CPS fraud mitigation tools, an improvement that positively impacted its bottom line and earnings per share. Leveraging CPS is part of a broader initiative for the bank to create a local banking service model in the digital channel. They also launched Jack Henry’s Banno Digital PlatformTM this summer, further increasing customer satisfaction and ratings.   

CPS enables diverse financial institutions to grow cardholder acquisition and expand wallet share while minimizing the expenses and inherent risks associated with managing this channel. Its modern infrastructure, combined with Jack Henry’s service, has allowed FirstBank to easily convert three recent acquisitions to its new card platform.

Phil Tollison, senior managing director of JHA Card Processing Solutions, said, “Jack Henry has provided competitive card processing solutions for three decades, and continually seeks new solutions that enable its clients to meet evolving consumers’ expectations. Supporting our broad base of bank and credit union clients with a single platform for debit and credit card processing provides expanded payment capabilities, stronger integrations, and better service, all of which translate into more optimal payment experiences for their cardholders.”

About Jack Henry & Associates, Inc.

Jack Henry (NASDAQ:JKHY) is a leading provider of technology solutions primarily for the financial services industry. We are an S&P 500 company that serves approximately 8,700 clients nationwide through three divisions: Jack Henry Banking® supports banks ranging from community banks to multi-billion-dollar institutions; Symitar® provides industry-leading solutions to credit unions of all sizes; and ProfitStars® offers highly specialized solutions to financial institutions of every asset size, as well as diverse corporate entities outside of the financial services industry. With a heritage that has been dedicated to openness, partnership, and user centricity for more than 40 years, we are well-positioned as a driving market force in future-ready digital solutions and payment processing services. We empower our clients and consumers with the human-centered, tech-forward, and insights-driven solutions that will get them where they want to go. Are you future ready? Additional information is available at www.jackhenry.com.

Statements made in this news release that are not historical facts are forward-looking information.  Actual results may differ materially from those projected in any forward-looking information.  Specifically, there are a number of important factors that could cause actual results to differ materially from those anticipated by any forward-looking information.  Additional information on these and other factors, which could affect the Company’s financial results, are included in its Securities and Exchange Commission (SEC) filings on Form 10-K, and potential investors should review these statements.  Finally, there may be other factors not mentioned above or included in the Company’s SEC filings that may cause actual results to differ materially from any forward-looking information.

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SOURCE Jack Henry & Associates, Inc.

Cracker Barrel Reports First Quarter Fiscal 2021 Results

Comparable store restaurant and retail sales showed strong improvement over previous quarter

PR Newswire

LEBANON, Tenn., Dec. 3, 2020 /PRNewswire/ — Cracker Barrel Old Country Store, Inc. (“Cracker Barrel” or the “Company”) (Nasdaq: CBRL) today reported its financial results for the first quarter of fiscal 2021 ended October 30, 2020.


First Quarter Fiscal 2021 Highlights

  • Comparable store sales improved significantly compared to the fourth quarter, as comparable store restaurant sales decreased 16.4% in the first quarter compared to a decrease of 39.2% in the fourth quarter, and comparable store retail sales declined 8.1% in the first quarter compared to a decrease of 32.3% in the fourth quarter.
  • Comparable store off-premise sales grew 122% over the prior year quarter and represented approximately 25% of restaurant sales.
  • GAAP earnings per diluted share were $7.18 compared to prior year quarter GAAP earnings per diluted share of $1.79. Adjusted earnings per diluted share were $0.69. (See non-GAAP reconciliation below.)
  • Net income was $170.7 million, and adjusted EBITDA was $54.1 million. (See non-GAAP reconciliation below.)

Commenting on the first quarter results, Cracker Barrel President and Chief Executive Officer Sandra B. Cochran said, “I’m pleased with the significant improvement we saw in both first quarter comparable store restaurant and retail sales compared to the previous quarter, and I believe these results reflect the effectiveness of our strategy and the strength of our brand. However, given the recent nationwide resurgences of COVID-19 and the resulting restrictions that have been imposed in many of our communities, our outlook remains cautious. While we anticipate headwinds in the coming months, I am confident that we have ample liquidity and the right plans in place to successfully navigate through the uncertain environment.”     


First Quarter Fiscal 2021 Results



Revenue

 
The Company’s sales recovery continued into the first quarter, as both restaurant and retail sales saw strong improvements compared to the fourth quarter of fiscal 2020. The Company reported total revenue of $646.5 million for the first quarter of fiscal 2021, representing a decrease of 13.7% compared to the first quarter of the prior year. Cracker Barrel first quarter comparable store restaurant sales decreased 16.4% compared to the prior year quarter, which was comprised of an 18.3% decrease in comparable store restaurant traffic partially offset by a 1.9% increase in average check. Comparable store retail sales decreased 8.1% compared to the prior year quarter.

Cracker Barrel comparable store restaurant and retail sales for the third and fourth quarter of fiscal 2020 and the first quarter of fiscal 2021 were as follows when compared to the prior year comparable periods:


Third
Quarter
Ended
5/1


Fourth
Quarter
Ended
7/31


First
Quarter
Ended
10/30

Comparable store restaurant sales

(41.7%)

(39.2%)

(16.4%)

Comparable store retail sales

(45.5%)

(32.3%)

(8.1%)


Operating Income (EBIT), Net Income and Adjusted EBITDA

GAAP operating income in the first quarter was $237.1 million, or 36.7% of total revenue. As previously disclosed, the Company closed a sale-leaseback transaction in August in which it sold 62 properties for a purchase price of approximately $150 million. Excluding the approximately $217.7 million gain on sale of assets from this transaction, approximately $3.2 million in non-cash amortization of the asset recognized from the gains on the sale-leaseback transactions, and approximately $5.2 million in expenses related to the proxy contest initiated by affiliates of Sardar Biglari in connection with the Company’s 2020 annual meeting of shareholders, adjusted operating income was $27.7 million, or 4.3% of total revenue compared to prior year quarter operating income of $63.4 million, or 8.5% of total revenue. Net income was $170.7 million, or 26.4% of total revenue, and adjusted EBITDA was $54.1 million, or 8.4% of total revenue, in the first quarter. (See non-GAAP reconciliation below.)


Earnings per Diluted Share

GAAP earnings per diluted share were $7.18 compared to prior year period GAAP earnings per diluted share of $1.79. Adjusted earnings per diluted share were $0.69. (See non-GAAP reconciliation below.)


Fiscal 2021 Outlook

As a result of the pandemic, the sales performance of the Company’s stores varies significantly and is heavily influenced by factors outside the Company’s control, including, but not limited to, capacity restrictions, jurisdictional regulations, and the extent that the local economy is open. The Company anticipates these circumstances will continue for the foreseeable future, and, in recognition of this uncertainty, is not providing annual earnings guidance.

Quarter to date in the Company’s second quarter of fiscal 2021, preliminary comparable store restaurant sales and comparable store retail sales each decreased approximately 20% compared to the prior year period.

Fiscal 2021 First Quarter Conference Call
As previously announced, the live broadcast of Cracker Barrel’s quarterly conference call will be available to the public on-line at investor.crackerbarrel.com today beginning at 11:00 a.m. (ET). The on-line replay will be available at 2:00 p.m. (ET) and continue through December 17, 2020.

About Cracker Barrel Old Country Store

®

Cracker Barrel Old Country Store, Inc. (Nasdaq: CBRL) shares warm welcomes and friendly service while offering guests high-quality homestyle food and unique shopping — all at a fair price. By creating a world filled with hospitality through an experience that combines dining and shopping, guests are cared for like family. Established in 1969 in Lebanon, Tenn., Cracker Barrel and its affiliates operate more than 660 company-owned Cracker Barrel Old Country Store® locations in 45 states and own the fast-casual Maple Street Biscuit Company. For more information about the company, visit crackerbarrel.com.

CBRL-F

Except for specific historical information, certain of the matters discussed in this press release may express or imply projections of revenues or expenditures, statements of plans and objectives or future operations or statements of future economic performance. These, and similar statements are forward-looking statements concerning matters that involve risks, uncertainties and other factors which may cause the actual performance of Cracker Barrel Old Country Store, Inc. and its subsidiaries to differ materially from those expressed or implied by this discussion. All forward-looking information is subject to completion of our financial procedures for Q1 FY 2021 and is provided pursuant to the safe harbor established under the Private Securities Litigation Reform Act of 1995 and should be evaluated in the context of these factors. Forward-looking statements generally can be identified by the use of forward-looking terminology such as “trends,” “assumptions,” “target,” “guidance,” “outlook,” “opportunity,” “future,” “plans,” “goals,” “objectives,” “expectations,” “near-term,” “long-term,” “projection,” “may,” “will,” “would,” “could,” “expect,” “intend,” “estimate,” “anticipate,” “believe,” “potential,” “regular,” “should,” “projects,” “forecasts,” or “continue” (or the negative or other derivatives of each of these terms) or similar terminology and include the expected effects of COVID-19 on our business, financial condition and results of operations and of operational improvement initiatives, such as new menu items and retail offerings. Factors which could materially affect actual results include, but are not limited to:
risks and uncertainties associated with the COVID-19 pandemic, including the duration of the COVID-19 pandemic and its ultimate impact on our business, levels of consumer confidence in the safety of dine-in restaurants, restrictions (including occupancy restrictions) imposed by governmental authorities, the effectiveness of cost saving measures undertaken throughout our operations, disruptions to our operations as a result of the spread of COVID-19 in our workforce, and our increased level of indebtedness brought on by additional borrowing necessitated by the COVID-19 pandemic;
 general or regional economic weakness, and weather on sales and customer travel; discretionary income or personal expenditure activity of our customers; information technology-related incidents, including data privacy and information security breaches, whether as a result of infrastructure failures, employee or vendor errors, or actions of third parties; our ability to identify, acquire and sell successful new lines of retail merchandise and new menu items at our restaurants; our ability to sustain or the effects of plans intended to improve operational or marketing execution and performance; uncertain performance of acquired businesses, strategic investments and other initiatives that we may pursue now or in the future; changes in or implementation of additional governmental or regulatory rules, regulations and interpretations affecting tax, wage and hour matters, health and safety, pensions, insurance or other undeterminable areas; the effects of plans intended to promote or protect our brands and products; commodity price increases; the ability of and cost to us to recruit, train, and retain qualified hourly and management employees; the effects of increased competition at our locations on sales and on labor recruiting, cost, and retention; workers’ compensation, group health and utility price changes; consumer behavior based on negative publicity or changes in consumer health or dietary trends or safety aspects of our food or products or those of the restaurant industry in general, including concerns about outbreaks of infectious disease, as well as the possible effects of such events on the price or availability of ingredients used in our restaurants; the effects of our indebtedness and associated restrictions on our financial and operating flexibility and ability to execute or pursue our operating plans and objectives; changes in interest rates, increases in borrowed capital or capital market conditions affecting our financing costs and ability to refinance all or portions of our indebtedness; the effects of business trends on the outlook for individual restaurant locations and the effect on the carrying value of those locations; our ability to retain key personnel; the availability and cost of suitable sites for restaurant development and our ability to identify those sites; our ability to enter successfully into new geographic markets that may be less familiar to us; changes in land, building materials and construction costs; the actual results of pending, future or threatened litigation or governmental investigations and the costs and effects of negative publicity associated with these activities; economic or psychological effects of natural disasters or unforeseen events such as terrorist acts, social unrest or war and the military or government responses to such events; disruptions to our restaurant or retail supply chain, including as a result of COVID-19; changes in foreign exchange rates affecting our future retail inventory purchases; implementation of new or changes in interpretation of existing accounting principles generally accepted in the United States of America (“GAAP”); and other factors described from time to time in our filings with the Securities and Exchange Commission, press releases, and other communications. Any forward-looking statement made by us herein, or elsewhere, speaks only as of the date on which made. We expressly disclaim any intent, obligation or undertaking to update or revise any forward-looking statements made herein to reflect any change in our expectations with regard thereto or any change in events, conditions or circumstances on which any such statements are based.

 


CRACKER BARREL OLD COUNTRY STORE, INC.

CONDENSED CONSOLIDATED INCOME STATEMENT

(Unaudited)

(In thousands, except share and per share amounts, percentages and ratios)
 


   First Quarter Ended  


Percentage


10/30/20


11/1/19


Change

Total revenue

$646,454

$749,040

(14%)

Cost of goods sold, exclusive of 
     depreciation and rent

199,044

219,814

(9)

Labor and other related expenses

227,188

263,314

(14)

Other store operating expenses

161,274

162,908

(1)

General and administrative expenses

39,564

39,631

(0)

Gain on sale-leaseback


(217,722)


0

Operating income

237,106

63,373

274

Interest expense


10,715


3,580

199

Income before income taxes

226,391

59,793

279

Provision for income taxes

55,711

10,590

426

Loss from unconsolidated subsidiary


0


(5,980)

Net income


$170,680


$43,223

295

Earnings per share – basic:


$7.20


$1.80

300

Earnings per share – diluted:


$7.18


$1.79

301

Weighted average shares:

    Basic

23,707,750

24,038,354

(1)

    Diluted

23,771,230

24,103,922

(1)


Ratio Analysis

Total revenue:

    Restaurant

79.7%

81.0%

    Retail


20.3


19.0

            Total revenue

100.0

100.0

Cost of goods sold, exclusive of 
     depreciation and rent

30.8

29.3

Labor and other related expenses

35.1

35.2

Other store operating expenses

25.0

21.7

General and administrative expenses

6.1

5.3

Gain on sale-leaseback


(33.7)


0.0

Operating income

36.7

8.5

Interest expense


1.7


0.5

Income before income taxes

35.0

8.0

Provision for income taxes

8.6

1.4

Loss from unconsolidated subsidiary


0.0


(0.8)

Net income


26.4%


5.8%

 


CRACKER BARREL OLD COUNTRY STORE, INC.

CONDENSED CONSOLIDATED BALANCE SHEET

(Unaudited and in thousands, except share amounts)

10/30/20

11/1/19

Assets

   Cash and cash equivalents

$597,619

$43,209

   Accounts receivable

22,338

22,104

   Inventories

155,737

188,719

   Prepaid expenses and other current assets

49,169

39,381

   Property and equipment, net

1,006,371

1,177,969

   Operating lease right-of-use assets, net

1,009,509

473,488

   Investment in unconsolidated subsidiary

0

83,120

   Other assets

79,379

109,897

           Total assets

$2,920,122

$2,137,887

Liabilities and Shareholders’ Equity

   Accounts payable

$136,051

$145,945

   Other current liabilities

308,565

296,712

   Long-term debt

910,000

485,000

   Long-term operating lease liabilities

773,204

467,085

   Other long-term obligations

117,965

81,177

   Deferred income taxes

82,725

56,184

   Shareholders’ equity, net

591,612

605,784

          Total liabilities and shareholders’ equity

$2,920,122

$2,137,887

Common shares issued and outstanding

23,720,324

23,975,958

 


CRACKER BARREL OLD COUNTRY STORE, INC.

CONDENSED CONSOLIDATED CASH FLOW STATEMENT

(Unaudited and in thousands)


Three Months Ended


10/30/20


11/1/19

Cash flows from operating activities:

             Net income

$170,680

$43,223

             Loss from unconsolidated subsidiary

0

5,980

             Depreciation and amortization

26,351

28,678

             Loss on disposition of property and equipment

801

1,740

             Gain on sale-leaseback

(217,722)

0

             Impairment

0

664

             Share-based compensation, net of excess tax benefit

1,974

1,798

             Noncash lease expense

13,888

15,330

             Amortization of asset recognized from gain on sale and leaseback transaction

3,184

0

             Increase in inventories

(16,646)

(33,534)

             Increase in accounts payable

32,547

11,848

             Net changes in other assets and liabilities

41,934

(30,892)

                           Net cash provided by operating activities

56,991

44,835

Cash flows from investing activities:

             Purchase of property and equipment, net of insurance recoveries

(11,214)

(27,828)

             Proceeds from sale of property and equipment

149,829

1,534

             Notes receivable from unconsolidated subsidiary

0

(16,000)

             Acquisition of business, net of cash acquired

(1,500)

(32,971)

                           Net cash provided by (used in) investing activities

137,115

(75,265)

Cash flows from financing activities:

              Net proceeds from long-term debt

0

85,000

              (Taxes withheld) from issuance of share-based compensation awards

(1,992)

(1,994)

              Purchases and retirement of common stock

0

(14,188)

              Dividends on common stock

(31,491)

(32,063)

                           Net cash provided by (used in) financing activities

(33,483)

36,755

Net increase in cash and cash equivalents

160,623

6,325

Cash and cash equivalents, beginning of period

436,996

36,884

Cash and cash equivalents, end of period

597,619

43,209

 


CRACKER BARREL OLD COUNTRY STORE, INC.


Supplemental Information


(Unaudited)


First Quarter Ended


10/30/20


11/1/19

Net Change in Company-Owned Units During
Quarter:

    Cracker Barrel

0

0

    Maple Street Biscuit Company*

0

28

Company-Owned Units in Operation at End of
Quarter:

    Cracker Barrel

663

660

    Maple Street Biscuit Company*

35

28

    Holler & Dash*

0

7

    Total

698

695

Note*: The Company acquired 28 Maple Street Biscuit Company locations in the first quarter of fiscal 2020. After the acquisition, the Company converted six Holler & Dash locations into Maple Street units, permanently closed one Holler & Dash, and opened an additional Maple Street location during fiscal 2020.

 


First Quarter Ended


10/30/20


11/1/19

Total revenue**: (In thousands)

      Restaurant

$507,241

$604,568

      Retail

131,230

141,953

      Total revenue

$638,471

$746,521

Cost of goods sold** (exclusive of depreciation and
rent): (In thousands)

      Restaurant

$130,814

$148,861

      Retail

66,431

70,352

      Total cost of goods sold

$197,245

$219,213

Average unit volume**: (In thousands)

      Restaurant

$765.0

$916.0

      Retail

197.9

215.1

      Total

$962.9

$1,131.1

Operating Weeks**

8,620

8,580

Note**: This information is for Cracker Barrel stores only and excludes Maple Street Biscuit Company and Holler & Dash



Q1 2021 vs. Q1 2020

Comparable Cracker Barrel store sales period to period decrease:

Restaurant

Retail

Number of Cracker Barrel locations in comparable store base:

(16.4%)

(8.1%)

655

 


CRACKER BARREL OLD COUNTRY STORE, INC.

Reconciliation of GAAP-basis operating results to non-GAAP operating results

(Unaudited)


Adjusted Operating Income and Earnings Per Share

In the accompanying press release, the Company makes reference to its first quarter fiscal 2021 adjusted operating income and earnings per share. This reconciliation excludes the gain on sale of assets from the sale-leaseback transaction that closed in the first quarter, non-cash amortization of the asset recognized from the gains on sale-leaseback transactions, expenses related to the proxy contest initiated by Sardar Biglari in connection with the Company’s 2020 annual meeting of shareholders, and the related tax impacts of these items. The Company believes excluding these items from its financial results provides investors with an enhanced understanding of the Company’s financial results. This information is not intended to be considered in isolation or as a substitute for operating income or earnings per share information prepared in accordance with GAAP.


First Quarter Ended October 30, 2020


As Reported


Adjustment


As Adjusted

Total Revenue

$646,454

–

$646,454

Store operating expense (1)

587,506

(3,184)

584,322

General and administrative expense (2)

39,564

(5,154)

34,410

Gain on sale-leaseback (3)

(217,722)

217,722

–

Operating income

237,106

(209,384)

27,722

Interest expense

10,715

–

10,715

Income before income taxes

226,391

(209,384)

17,007

Provision for income taxes (4)

55,711

(55,038)

673

Loss from unconsolidated subsidiary

–

–

–

Net income

$170,680

($153,346)

$16,334

Earnings per share – basic

$7.20

($6.51)

$0.69

Earnings per share – diluted

$7.18

($6.49)

$0.69

(1) Adjusted for the non-cash amortization of asset recognized from the gain on sale-leaseback transactions.  

(2) Adjusted for proxy contest-related expenses.

(3) Adjusted for the gain on sale of assets related to the sale-leaseback transaction.  

(4) Adjusted for the tax impacts of (1), (2), and (3) above.  

 


EBITDA and Adjusted EBITDA

In the accompanying press release, the Company makes reference to its first quarter fiscal 2021 EBITDA and adjusted EBITDA. The Company defines EBITDA as net income excluding depreciation and amortization, non-cash amortization of the asset recognized from the gains on sale-leaseback transactions, interest expense and tax expense. This reconciliation further excludes the gain on sale of assets from the first quarter sale-leaseback transaction, and expenses related to the proxy contest initiated by affiliates of Sardar Biglari in connection with the Company’s 2020 annual meeting of shareholders resulting in adjusted EBITDA. The Company believes excluding these items from its financial results provides investors with an enhanced understanding of the Company’s financial results and clearer comparability to prior period results. This information is not intended to be considered in isolation or as a substitute for net income prepared in accordance with GAAP.


First Quarter Ended
October 30, 2020

Net Income

$170,680

(+) Depreciation & amortization

26,351

(+) Amortization of asset recognized from the gains on sale-leaseback transactions

3,184

(+) Interest expense

10,715

(+) Tax expense

55,711


EBITDA

$266,641


Adjustments

(-) Gain on sale-leaseback

(217,722)

(+) Proxy contest-related expenses

5,154


Adjusted EBITDA

$54,073

 


Investor Contact:

Adam Hanan 

(615) 443-9887


Media Contact:

Heidi Pearce

(615) 235-4135

 

 

Cision View original content to download multimedia:http://www.prnewswire.com/news-releases/cracker-barrel-reports-first-quarter-fiscal-2021-results-301185186.html

SOURCE Cracker Barrel Old Country Store, Inc.

Kroger Reports Third Quarter 2020 Results and Raises Full-Year 2020 Guidance

Third Quarter Highlights

– Identical Sales without fuel grew 10.9%

– Digital sales grew 108%

– EPS of $0.80; Adjusted EPS of $0.71, up 51% compared to prior year

– Operating Profit of $792 million; Adjusted FIFO Operating Profit of $871 million, up 33% compared to prior year

– Strong alternative profit business growth fueled by digital media revenue, up triple digits compared to prior year

– Continued investments to support and safeguard associates, customers and communities, nearly $1.3 billion since March

PR Newswire

CINCINNATI, Dec. 3, 2020 /PRNewswire/ — The Kroger Co. (NYSE: KR) today reported its third quarter 2020 results, provided a Restock Kroger progress update on the three-year transformation plan, and an update to its COVID-19 response.

Comments from Chairman and CEO Rodney McMullen

“Our Kroger family of associates have been nothing short of incredible during the pandemic and they continue to inspire me every day. I am proud of our dedicated associates who continued to diligently execute our Restock Kroger transformation while serving our customers when they need us most.

We delivered strong results in the third quarter. Customers are at the center of everything we do and sales remain elevated as we continue to enhance our competitive moats – Fresh, Our Brands, Data & Personalization and Seamless. We are executing against our strategy even during the pandemic and continue to grow market share.

The strong underlying momentum in our core supermarket business and acceleration in the growth of our alternative profit business demonstrates we are successfully transforming our business model to deliver consistently strong and attractive total shareholder return in 2020 and beyond.”


Financial Results


3Q20 (
$ in millions; except EPS)


3Q19 (
$ in millions; except EPS)


ID Sales* (Table 4)


10.9%


2.5%


EPS


$0.80


$0.32


Adjusted EPS (Table 6)


$0.71


$0.47


Operating Profit


$792


$254


Adjusted FIFO Operating Profit
(Table 7)


$871


$653


FIFO Gross Margin Rate*


Decreased 2 basis points


OG&A Rate*


Decreased 30 basis points

*without fuel and adjustment items, if applicable

Total company sales were $29.7 billion in the third quarter, compared to $28.0 billion for the same period last year. Excluding fuel and dispositions, sales grew 11.3%.

Gross margin was 23.0% of sales for the third quarter. The FIFO gross margin rate, excluding fuel, decreased 2 basis points compared to the same period last year. This decrease was primarily driven by price investments and mix changes, offset by sourcing efficiencies, sales leverage and growth in alternative profit streams.

The LIFO charge was $23 million for both the third quarters of 2020 and 2019.

The Operating, General & Administrative rate decreased 30 basis points, excluding fuel and adjustment items, due to sales leverage and execution of Restock Kroger initiatives, partially offset by continued COVID-19 related investments to protect the health and safety of associates, customers and communities and increased incentive costs.

Rent and depreciation, excluding fuel, decreased 27 basis points due to sales leverage.

Capital Allocation Strategy

Kroger’s capital allocation strategy is to use its adjusted free cash flow to invest in the business and drive profitable growth while also maintaining its current investment grade debt rating and returning capital to shareholders. The company actively balances the use of its adjusted free cash flow to achieve these goals.

Kroger’s net total debt to adjusted EBITDA ratio is 1.74, compared to 2.50 a year ago (Table 5). The company’s net total debt to adjusted EBITDA ratio target range is 2.30 to 2.50. Kroger held temporary cash investments of approximately $1.8 billion as of the end of the quarter, reflecting improved operating performance and significant improvement in working capital.

During the quarter, Kroger repurchased $304 million of shares under its $1 billion board authorization announced on September 11, 2020. Year-to-date, Kroger has repurchased $989 million of shares.

Earlier this year, Kroger increased the dividend by 13 percent, marking the 14th consecutive year of dividend increases.

Guidance Update

Comments from CFO Gary Millerchip

“As a result of our continued strong performance, market share growth and the expectation of sustained trends in food at home consumption for the remainder of our fiscal year, we are raising our full year 2020 guidance. For the full year 2020, we expect total identical sales without fuel to be around 14% and adjusted EPS growth of 50% to 53%.

Our guidance contemplates continued investments in associates and customers plus ongoing COVID-19 related costs, balanced with continued execution of cost savings initiatives and growth in alternative profit businesses.

Looking toward 2021, we believe that our performance will be stronger than we would have expected prior to the pandemic when viewed as a two-year stacked result for identical sales without fuel growth and as a compounded growth rate over 2020 and 2021 for adjusted earnings per share growth.”


Full Year 2020 Guidance


IDS (%)


EPS
($)


Operating
Profit
($B)


Tax
Rate**


Cap
Ex


($B)


Adjusted


FCF


($B)


Share
Repurchases


($B)

Adjusted*

~14.0%

$3.30

 –
$3.35

$4.0 –
$4.1

23%

$2.8
–
$3.2

$2.8 –
$3.1

$1.1 – $1.3

* Without adjusted items, if applicable; Identical sales is without fuel; Operating profit represents FIFO Operating Profit. Kroger is unable to provide a full reconciliation of the GAAP and non-GAAP measures used in 2020 guidance without unreasonable effort because it is not possible to predict certain of our adjustment items with a reasonable degree of certainty. This information is dependent upon future events and may be outside of our control and its unavailability could have a significant impact on 2020 GAAP financial results.

** This rate reflects typical tax adjustments and does not reflect changes to the rate from the completion of income tax audit examinations, which cannot be predicted.

Third Quarter 2020 Highlights

Associate Experience

  • Invested nearly $1.3 billion to reward associates and to protect them and customers through dozens of safety measures since March
  • Reached agreement with 20 local UFCW unions to invest $1 billion to improve security of future retirement benefits for 33,000 associates. Agreement ratified in the 4th quarter and will incur a charge to net earnings of approximately $0.98 per diluted share on a GAAP basis in Q4
  • Continued investment in Kroger associates with average hourly rate now over $20 with comprehensive benefits factored in
  • Recognized as a 2020 Champion of Disability Inclusion by the State of Ohio

Customer Obsession

  • Proactively secured an additional 5,000 truckloads of inventory and increased distribution capacity reserves by 20% within supply chain to minimize potential supply disruptions
  • Our Brands launched largest number of new items ever, including 50 new Simple Truth Plant Based collection items
  • Expanded to 2,213 Pickup locations and 2,468 Delivery locations, covering over 98% of Kroger households
  • Announced additional Kroger-Ocado customer fulfillment center in Romulus, Michigan
  • Announced expansion of global money transfer services with Western Union and Ria Money Transfer
  • Launched Chefbot, a first-of-its-kind artificial intelligence tool, on Twitter that delivers personalized recipe recommendations based on ingredients already in a customer’s kitchen

Live Our Purpose

  • Partnered with federal government and dozens of state health departments in preparation of distribution of COVID-19 vaccine
  • Launched FDA-authorized rapid antibody tests across family of pharmacies and The Little Clinic locations
  • Conducted more than 250,000 COVID-19 tests since April through Kroger Health
  • Announced new Framework for Action: Diversity, Equity & Inclusion plan, featuring 10 significant steps to advance diversity, equity and inclusion in the workplace and communities
  • Named to the Dow Jones Sustainability Index for eighth consecutive year, driven by the company’s progress toward its Zero Hunger | Zero Waste and sustainability goals
  • Year-to-date, The Kroger Co. Foundation and The Kroger Co. Zero Hunger | Zero Waste Foundation have directed nearly $21 million in total grants to nonprofit organizations and programs addressing COVID-19 and Zero Hunger | Zero Waste

About Kroger

At The Kroger Co. (NYSE: KR), we are Fresh for Everyone™ and dedicated to our Purpose: To Feed the Human Spirit®. We are, across our family of companies, nearly half a million associates who serve over 11 million customers daily through a seamless shopping experience under a variety of banner names. We are committed to creating #ZeroHungerZeroWaste communities by 2025. To learn more about us, visit our newsroom and investor relations site.

Kroger’s third quarter 2020 ended on November 7, 2020.

Note: Fuel sales have historically had a low gross margin rate and operating expense rate as compared to corresponding rates on non-fuel sales. As a result, Kroger discusses the changes in these rates excluding the effect of fuel.

Please refer to the supplemental information presented in the tables for reconciliations of the non-GAAP financial measures used in this press release to the most comparable GAAP financial measure and related disclosure.

This press release contains certain statements that constitute “forward-looking statements” about the future performance of the company. These statements are based on management’s assumptions and beliefs in light of the information currently available to it. Such statements are indicated by words or phrases such as “achieve,” “believe,” “contemplates,” “continue,” “deliver,” “expect,” “future,” “guidance,” “strategy,” “target,” “trends,” and “will.” Various uncertainties and other factors could cause actual results to differ materially from those contained in the forward-looking statements. These include the specific risk factors identified in “Risk Factors” in our annual report on Form 10-K for our last fiscal year and any subsequent filings, as well as the following:

  • Kroger’s ability to achieve sales, earnings, incremental FIFO operating profit, and adjusted free cash flow goals may be affected by: COVID-19 related factors, risks and challenges, including among others, the length of time that the pandemic continues, the temporary inability of customers to shop due to illness, quarantine, or other travel restrictions or financial hardship, shifts in demand away from discretionary or higher priced products to lower priced products, or stockpiling or similar pantry-filling activities, reduced workforces which may be caused by, but not limited to, the temporary inability of the workforce to work due to illness, quarantine, or government mandates, temporary store closures due to reduced workforces or government mandates, or the availability and efficacy of a vaccine; labor negotiations or disputes; changes in the types and numbers of businesses that compete with Kroger; pricing and promotional activities of existing and new competitors, including non-traditional competitors, and the aggressiveness of that competition; Kroger’s response to these actions; the state of the economy, including interest rates, the inflationary and deflationary trends in certain commodities, changes in tariffs, and the unemployment rate; the effect that fuel costs have on consumer spending; volatility of fuel margins; changes in government-funded benefit programs and the extent and effectiveness of any COVID-19 stimulus packages; manufacturing commodity costs; diesel fuel costs related to Kroger’s logistics operations; trends in consumer spending; the extent to which Kroger’s customers exercise caution in their purchasing in response to economic conditions; the uncertainty of economic growth or recession; changes in inflation or deflation in product and operating costs; stock repurchases; Kroger’s ability to retain pharmacy sales from third party payors; consolidation in the healthcare industry, including pharmacy benefit managers; Kroger’s ability to negotiate modifications to multi-employer pension plans; natural disasters or adverse weather conditions; the effect of public health crises or other significant catastrophic events, including the coronavirus; the potential costs and risks associated with potential cyber-attacks or data security breaches; the success of Kroger’s future growth plans; the ability to execute on Restock Kroger; and the successful integration of merged companies and new partnerships. Our ability to achieve these goals may also be affected by our ability to manage the factors identified above. Our ability to execute our financial strategy may be affected by our ability to generate cash flow.
  • Kroger’s effective tax rate may differ from the expected rate due to changes in laws, the status of pending items with various taxing authorities, and the deductibility of certain expenses.

Kroger assumes no obligation to update the information contained herein. Please refer to Kroger’s reports and filings with the Securities and Exchange Commission for a further discussion of these risks and uncertainties.

Note: Kroger’s quarterly conference call with investors will broadcast live at 10 a.m. (ET) on December 3, 2020 at ir.kroger.com. An on-demand replay of the webcast will be available at approximately 1 p.m. (ET) on Thursday, December 3, 2020.

3rd Quarter 2020 Tables Include:

  1. Consolidated Statements of Operations
  2. Consolidated Balance Sheets
  3. Consolidated Statements of Cash Flows
  4. Supplemental Sales Information
  5. Reconciliation of Net Total Debt and Net Earnings Attributable to The Kroger Co. to Adjusted EBITDA
  6. Net Earnings Per Diluted Share Excluding the Adjustment Items
  7. Operating Profit Excluding the Adjustment Items

 


Table 1.


THE KROGER CO.


CONSOLIDATED STATEMENTS OF OPERATIONS

(in millions, except per share amounts)

(unaudited)

THIRD QUARTER

YEAR-TO-DATE

2020

2019

2020

2019

SALES

$     29,723

100.0%

$     27,974

100.0%

$ 101,761

100.0%

$     93,393

100.0%

OPERATING EXPENSES

MERCHANDISE COSTS, INCLUDING ADVERTISING,

WAREHOUSING AND TRANSPORTATION (a),

AND LIFO CHARGE (b)

22,901

77.1

21,798

77.9

77,906

76.6

72,787

77.9

OPERATING, GENERAL AND ADMINISTRATIVE (a)

5,194

17.5

5,097

18.2

18,162

17.9

16,223

17.4

RENT

205

0.7

201

0.7

682

0.7

675

0.7

DEPRECIATION AND AMORTIZATION

631

2.1

624

2.2

2,073

2.0

1,994

2.1

OPERATING PROFIT 

792

2.7

254

0.9

2,938

2.9

1,714

1.8

OTHER INCOME (EXPENSE)

INTEREST EXPENSE

(129)

(0.4)

(137)

(0.5)

(438)

(0.4)

(463)

(0.5)

NON-SERVICE COMPONENT OF COMPANY-SPONSORED

PENSION PLAN COSTS

9

–

(1)

–

28

–

(2)

–

GAIN ON INVESTMENTS

162

0.6

106

0.4

952

0.9

166

0.2

GAIN ON SALE OF BUSINESSES

–

–

–

–

–

–

176

0.2

NET EARNINGS BEFORE INCOME TAX EXPENSE

834

2.8

222

0.8

3,480

3.4

1,591

1.7

INCOME TAX EXPENSE 

202

0.7

79

0.3

816

0.8

398

0.4

NET EARNINGS INCLUDING NONCONTROLLING INTERESTS

632

2.1

143

0.5

2,664

2.6

1,193

1.3

NET INCOME (LOSS) ATTRIBUTABLE TO

NONCONTROLLING INTERESTS

1

–

(120)

(0.4)

2

–

(139)

(0.2)

NET EARNINGS ATTRIBUTABLE TO THE KROGER CO. 

$           631

2.1%

$           263

0.9%

$     2,662

2.6%

$       1,332

1.4%

NET EARNINGS ATTRIBUTABLE TO THE KROGER CO.

PER BASIC COMMON SHARE

$          0.81

$          0.32

$       3.39

$         1.65

AVERAGE NUMBER  OF COMMON SHARES USED IN

BASIC CALCULATION

772

802

777

800

NET EARNINGS ATTRIBUTABLE TO THE KROGER CO.

PER DILUTED COMMON SHARE

$          0.80

$          0.32

$       3.35

$         1.64

AVERAGE NUMBER OF COMMON SHARES USED IN

DILUTED CALCULATION

780

807

785

805

DIVIDENDS DECLARED PER COMMON SHARE

$        0.180

$       0.160

$     0.520

$       0.460

Note:

Certain percentages may not sum due to rounding.

Note:

The Company defines First-In First-Out (FIFO) gross profit as sales minus merchandise costs, including advertising, warehousing and
transportation, but excluding the Last-In First-Out (LIFO) charge.

The Company defines FIFO gross margin as FIFO gross profit divided by sales.

The Company defines FIFO operating profit as operating profit excluding the LIFO charge.

The Company defines FIFO operating margin as FIFO operating profit divided by sales.

The above FIFO financial metrics are important measures used by management to evaluate operational effectiveness.  Management
believes these FIFO financial metrics are useful to investors and analysts because they measure our day-to-day operational
effectiveness.

(a)

Merchandise costs (“COGS”) and operating, general and administrative expenses (“OG&A”) exclude depreciation and amortization
expense and rent expense which are included in separate expense lines.

(b)

LIFO charges of $23 were recorded in the third quarters of 2020 and 2019.  For the year to date period, LIFO charges of $77 and $69
were recorded for 2020 and 2019, respectively.

 


THE KROGER CO.


CONSOLIDATED BALANCE SHEETS

(in millions)

(unaudited)

November 7, 

November 9,

2020

2019

ASSETS

Current Assets

Cash

$                367

$                417

Temporary cash investments

1,813

128

Store deposits in-transit

1,102

1,034

Receivables

1,610

1,600

Inventories

7,478

7,412

Prepaid and other current assets

576

434

Total current assets

12,946

11,025

Property, plant and equipment, net

21,902

21,801

Operating lease assets

6,843

6,847

Intangibles, net

1,012

1,086

Goodwill

3,076

3,076

Other assets

2,686

1,558

Total Assets

$          48,465

$          45,393

LIABILITIES AND SHAREOWNERS’ EQUITY

Current Liabilities

Current portion of long-term debt including obligations

under finance leases

$            1,595

$            1,417

Current portion of operating lease liabilities

669

673

Trade accounts payable

7,355

6,867

Accrued salaries and wages

1,236

1,087

Other current liabilities

4,662

4,074

Total current liabilities

15,517

14,118

Long-term debt including obligations under finance leases

11,925

12,227

Noncurrent operating lease liabilities

6,482

6,449

Deferred income taxes

1,682

1,517

Pension and postretirement benefit obligations

543

471

Other long-term liabilities

2,272

1,883

Total Liabilities

38,421

36,665

Shareowners’ equity

10,044

8,728

Total Liabilities and Shareowners’ Equity

$          48,465

$          45,393

Total common shares outstanding at end of period

766

802

Total diluted shares year-to-date

785

805

 


Table 3.


THE KROGER CO.


CONSOLIDATED STATEMENTS OF CASH FLOWS

(in millions)

(unaudited)

YEAR-TO-DATE

2020

2019

CASH FLOWS FROM OPERATING ACTIVITIES:

Net earnings including noncontrolling interests

$            2,664

$            1,193

Adjustments to reconcile net earnings including noncontrolling

interests to net cash provided by operating activities:

Depreciation and amortization

2,073

1,994

Operating lease asset amortization

481

494

LIFO charge

77

69

Stock-based employee compensation

147

117

Company-sponsored pension plan costs

(12)

32

Deferred income taxes

219

(46)

Gain on sale of businesses

–

(176)

Gain on the sale of assets

(24)

(150)

Gain on investments

(952)

(166)

Impairment of Lucky’s Market 

–

238

Other

119

(1)

Changes in operating assets and liabilities, net

of effects from mergers and disposals of businesses:

Store deposits in-transit

77

148

Receivables

42

93

Inventories

(471)

(636)

Prepaid and other current assets

(56)

66

Trade accounts payable

1,006

808

Accrued expenses

469

299

Income taxes receivable and payable

89

(145)

Operating lease liabilities

(464)

(477)

Proceeds from contract associated with the sale of business

–

295

Other

461

(1)

Net cash provided by operating activities

5,945

4,048

CASH FLOWS FROM INVESTING ACTIVITIES:

Payments for property and equipment, including payments for lease buyouts

(2,062)

(2,363)

Proceeds from sale of assets

99

257

Net proceeds from sale of businesses

–

327

Other

(133)

(45)

Net cash used by investing activities

(2,096)

(1,824)

CASH FLOWS FROM FINANCING ACTIVITIES:

Proceeds from issuance of long-term debt

537

61

Payments on long-term debt including obligations under finance leases

(41)

(1,540)

Net payments on commercial paper

(1,150)

(235)

Dividends paid

(395)

(356)

Proceeds from issuance of capital stock

98

32

Treasury stock purchases

(989)

(34)

Other

(128)

(36)

Net cash used by financing activities

(2,068)

(2,108)

NET INCREASE IN CASH AND TEMPORARY

CASH INVESTMENTS

1,781

116

CASH AND TEMPORARY CASH INVESTMENTS:

BEGINNING OF YEAR

399

429

END OF PERIOD

$            2,180

$                545

Reconciliation of capital investments:

Payments for property and equipment, including payments for lease buyouts

$           (2,062)

$           (2,363)

Payments for lease buyouts

42

24

Changes in construction-in-progress payables

(44)

96

Total capital investments, excluding lease buyouts

$           (2,064)

$           (2,243)

Disclosure of cash flow information:

Cash paid during the year for interest

$                474

$                407

Cash paid during the year for income taxes

$                495

$                633

 


Table 4. Supplemental Sales Information

(in millions, except percentages)

(unaudited)

Items identified below should not be considered as alternatives to sales or any other GAAP measure of performance.  Identical sales
is an industry-specific measure and it is important to review it in conjunction with Kroger’s financial results reported in accordance
with GAAP.  Other companies in our industry may calculate identical sales differently than Kroger does, limiting the comparability of
the measure.


IDENTICAL SALES (a)

THIRD QUARTER

YEAR-TO-DATE

2020

2019

2020

2019

EXCLUDING FUEL

$         26,860

$         24,212

$         92,759

$         80,485

EXCLUDING FUEL

10.9%

2.5%

15.3%

2.0%

(a)

Kroger defines identical sales, excluding fuel, as sales to retail customers, including sales from all departments at identical
supermarket locations, Kroger Specialty Pharmacy businesses, jewelry and ship-to-home solutions.  Kroger defines a
supermarket as identical when it has been in operation without expansion or relocation for five full quarters.  

 


Table 5.  Reconciliation of Net Total Debt and


Net Earnings Attributable to The Kroger Co. to Adjusted EBITDA

(in millions, except for ratio)

(unaudited)

The items identified below should not be considered an alternative to any GAAP measure of performance or access to liquidity.  Net total
debt to adjusted EBITDA is an important measure used by management to evaluate the Company’s access to liquidity.  The items below
should be reviewed in conjunction with Kroger’s financial results reported in accordance with GAAP.

The following table provides a reconciliation of net total debt.

November 7, 

November 9,

2020

2019

Change

Current portion of long-term debt including obligations

   under finance leases

$           1,595

$        1,417

$        178

Long-term debt including obligations under finance leases

11,925

12,227

(302)

     Total debt

13,520

13,644

(124)

Less: Temporary cash investments

1,813

128

1,685

     Net total debt

$         11,707

$       13,516

$    (1,809)

The following table provides a reconciliation from net earnings attributable to The Kroger Co. to adjusted EBITDA, as defined in the
Company’s credit agreement, on a rolling four quarter basis.

Rolling Four Quarters Ended

November 7, 

November 9,

2020

2019

Net earnings attributable to The Kroger Co.

$           2,989

$        1,591

LIFO charge

113

59

Depreciation and amortization

2,728

2,575

Interest expense

578

605

Income tax expense 

887

464

Adjustment for pension plan withdrawal liabilities

4

299

Adjustment for gain on investments

(943)

(241)

Adjustment for gain on sale of Turkey Hill Dairy

–

(106)

Adjustment for gain on sale of You Technology

–

(70)

Adjustment for Home Chef contingent consideration

58

15

Adjustment for loss on settlement of financial instrument

–

42

Adjustment for severance charge and related benefits

–

80

Adjustment for deconsolidation and impairment of Lucky’s Market 

attributable to The Kroger Co. (a)

174

131

Adjustment for transformation costs (b)

152

–

Other

(10)

(28)

Adjusted EBITDA

$           6,730

$        5,416

Net total debt to adjusted EBITDA ratio

1.74

2.50

(a) The adjustment for impairment of Lucky’s Market attributable to The Kroger Co., in the rolling four quarters ended November 9, 
      2019, excludes a $107 net loss attributable to the minority interest of Lucky’s Market.

(b) Transformation costs primarily include costs related to store and business closure costs and third party professional
      consulting fees associated with business transformation and cost saving initiatives.

 


Table 6. Net Earnings Per Diluted Share Excluding the Adjustment Items

(in millions, except per share amounts)

(unaudited)

The purpose of this table is to better illustrate comparable operating results from our ongoing business, after removing the effects on net earnings per diluted common share for certain items described below.  Adjusted
net earnings and adjusted net earnings per diluted share are useful metrics to investors and analysts because they present more accurately year-over-year comparisons for net earnings and net earnings per diluted
share because adjusted items are not the result of normal operations.  Items identified in this table should not be considered alternatives to net earnings attributable to The Kroger Co. or any other GAAP measure of
performance.  These items should not be reviewed in isolation or considered substitutes for the Company’s financial results as reported in accordance with GAAP.  Due to the nature of these items, as further described
below, it is important to identify these items and to review them in conjunction with the Company’s financial results reported in accordance with GAAP.

The following table summarizes items that affected the Company’s financial results during the periods presented. 

THIRD QUARTER

YEAR-TO-DATE

2020

2019

2020

2019

NET EARNINGS ATTRIBUTABLE TO THE KROGER CO.

$                            631

$                            263

$                          2,662

$                         1,332

ADJUSTMENT FOR PENSION PLAN WITHDRAWAL LIABILITIES (a)(b)

–

35

–

101

ADJUSTMENT FOR GAIN ON SALE OF TURKEY HILL DAIRY (a)(c)

–

–

–

(80)

ADJUSTMENT FOR GAIN ON SALE OF YOU TECHNOLOGY (a)(d)

–

–

–

(52)

ADJUSTMENT FOR GAIN ON INVESTMENTS (a)(e)

(115)

(81)

(705)

(125)

ADJUSTMENT FOR SEVERANCE CHARGE AND RELATED BENEFITS (a)(f)

–

61

–

61

ADJUSTMENT FOR IMPAIRMENT OF LUCKY’S MARKET 

ATTRIBUTABLE TO THE KROGER CO. (a)(g)

–

100

–

100

ADJUSTMENT FOR HOME CHEF CONTINGENT CONSIDERATION (a)(h)

17

3

80

(13)

ADJUSTMENT FOR TRANSFORMATION COSTS (a)(i)

24

–

73

–

2020 AND 2019 ADJUSTMENT ITEMS

(74)

118

(552)

(8)

NET EARNINGS ATTRIBUTABLE TO THE KROGER CO.

EXCLUDING THE ADJUSTMENT ITEMS ABOVE

$                            557

$                            381

$                          2,110

$                         1,324

NET EARNINGS ATTRIBUTABLE TO THE KROGER CO. 

PER DILUTED COMMON SHARE

$                           0.80

$                           0.32

$                           3.35

$                           1.64

ADJUSTMENT FOR PENSION PLAN WITHDRAWAL LIABILITIES (j)

–

0.04

–

0.12

ADJUSTMENT FOR GAIN ON SALE OF TURKEY HILL DAIRY (j)

–

–

–

(0.10)

ADJUSTMENT FOR GAIN ON SALE OF YOU TECHNOLOGY (j)

–

–

–

(0.06)

ADJUSTMENT FOR GAIN ON INVESTMENTS (j)

(0.15)

(0.10)

(0.90)

(0.16)

ADJUSTMENT FOR SEVERANCE CHARGE AND RELATED BENEFITS (j)

–

0.08

–

0.08

ADJUSTMENT FOR IMPAIRMENT OF LUCKY’S MARKET 

ATTRIBUTABLE TO THE KROGER CO. (j)

–

0.12

–

0.12

ADJUSTMENT FOR HOME CHEF CONTINGENT CONSIDERATION (j)

0.02

0.01

0.10

(0.02)

ADJUSTMENT FOR TRANSFORMATION COSTS (j)

0.04

–

0.11

–

2020 AND 2019 ADJUSTMENT ITEMS

(0.09)

0.15

(0.69)

(0.02)

NET EARNINGS ATTRIBUTABLE TO THE KROGER CO. PER 

DILUTED COMMON SHARE EXCLUDING THE ADJUSTMENT ITEMS ABOVE

$                           0.71

$                           0.47

$                           2.66

$                           1.62

AVERAGE NUMBER OF COMMON SHARES USED IN

DILUTED CALCULATION

780

807

785

805

 


Table 6. Net Earnings Per Diluted Share Excluding the Adjustment Items (continued)

(in millions, except per share amounts)

(unaudited)

(a)

The amounts presented represent the after-tax effect of each adjustment.

(b)

The pre-tax adjustment to OG&A expenses for pension plan withdrawal liabilities was $45 in the third quarter of 2019.  The year-to-date pre-tax adjustment to OG&A expenses for pension plan withdrawal liabilities was $131 in the first three quarters of 2019.  

(c) 

The pre-tax adjustment for gain on sale of Turkey Hill Dairy was ($106).

(d) 

The pre-tax adjustment for gain on sale of You Technology was ($70).

(e) 

The pre-tax adjustments for gain on investments were ($162) and ($106) in the third quarters of 2020 and 2019, respectively.  The year-to-date pre-tax adjustments for gain on investments were ($952) and ($166) in the first three quarters of 2020 and 2019, respectively.

(f) 

The pre-tax adjustment for severance charge and related benefits was $80.

(g)

The pre-tax adjustment for impairment of Lucky’s Market was $238 including a $107 net loss attributable to the minority interest of Lucky’s Market.

(h)

The pre-tax adjustments to OG&A expenses for Home Chef contingent consideration were $24 and $4 in the third quarters of 2020 and 2019, respectively.  The year-to-date pre-tax adjustments to OG&A expenses for Home Chef contingent consideration were $109 and ($18) in the first three quarters of 2020 and 2019, respectively.

(i)

The pre-tax adjustment to OG&A expenses for transformation costs was $33 in the third quarter of 2020.  The year-to-date pre-tax adjustment to OG&A expenses for transformation costs was $100 in the first three quarters of 2020.  Transformation costs primarily include costs related to store and business closure costs and third party professional consulting fees associated with business transformation and cost saving initiatives.

(j)

The amounts presented represent the net earnings per diluted common share effect of each adjustment.

Note:

2020 Third Quarter Adjustment Items include adjustments for the gain on investments, Home Chef contingent consideration adjustment and strategic transformation costs.

2020 Adjustment Items include the Third Quarter Adjustment Items plus the adjustments that occurred in the first two quarters of 2020 for the gain on investments, Home Chef contingent consideration adjustment and strategic transformation costs.

2019 Third Quarter Adjustment items include adjustments for pension plan withdrawal liabilities, the gain on investments, severance charge, impairment of Lucky’s Market and Home Chef contingent consideration adjustment.

2019 Adjustment Items include the Third Quarter Adjustment Items plus the adjustments that occurred in the first two quarters of 2019 for pension plan withdrawal liabilities, the gain on sale of Turkey Hill Dairy, the gain on sale of You Technology, the gain on investments and Home Chef contingent consideration adjustment.

 


Table 7. Operating Profit Excluding the Adjustment Items

(in millions)

(unaudited)

The purpose of this table is to better illustrate comparable operating results from our ongoing business, after removing the effects on operating profit for certain items described below.  Adjusted FIFO
operating profit is a useful metric to investors and analysts because it presents more accurately year-over year comparisons for operating profit because adjusted items are not the result of normal
operations.  Items identified in this table should not be considered alternatives to operating profit or any other GAAP measure of performance.  These items should not be reviewed in isolation or
considered substitutes for the Company’s financial results as reported in accordance with GAAP.  Due to the nature of these items, as further described below, it is important to identify these items
and to review them in conjunction with the Company’s financial results reported in accordance with GAAP.

The following table summarizes items that affected the Company’s financial results during the periods presented. 

THIRD QUARTER

YEAR-TO-DATE

2020

2019

2020

2019

Operating profit

$                          792

$                          254

$                       2,938

$                      1,714

LIFO charge

23

23

77

69

FIFO Operating profit

815

277

3,015

1,783

Adjustment for pension plan withdrawal liabilities

–

45

–

131

Adjustment for Home Chef contingent consideration

24

4

109

(18)

Adjustment for severance charge and related benefits

–

80

–

80

Adjustment for transformation costs

33

–

100

–

Adjustment for impairment of Lucky’s Market (a)

–

238

–

238

Other

(1)

9

(6)

23

2020 and 2019 Adjustment items

56

376

203

454

Adjusted FIFO operating profit

excluding the adjustment items above

$                          871

$                          653

$                       3,218

$                      2,237

(a)

The adjustment for impairment of Lucky’s Market includes a $107 net loss attributable to the minority interest of Lucky’s Market.

 

 

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SOURCE The Kroger Co.

The Senate Committee on Environment and Public Works Approves the Bipartisan American Nuclear Infrastructure Act that Includes a U.S. Uranium Reserve Program

PR Newswire

CORPUS CHRISTI, Texas, Dec. 3, 2020 /PRNewswire/ – Uranium Energy Corp (NYSE American: UEC) (“UEC” or the “Company”) is pleased to report the U.S. Senate Committee on Environment and Public Works (EPW) has approved a bipartisan bill entitled the American Nuclear Infrastructure Act (ANIA). Among other provisions, the bill includes an annual program for a U.S. National Strategic Uranium Reserve (UR).

EPW Senate Committee Chairman, Senator Barrasso, stated:

“The American Nuclear Infrastructure Act will promote U.S. international leadership, preserve America’s nuclear fuel supply chain, prevent more carbon emissions from entering our atmosphere, and protect our economic, energy, and national security.”

UEC CEO and President, Amir Adnani noted; “The bipartisan Nuclear Infrastructure Act is broad reaching legislation, important for supporting the U.S. nuclear fuel industry, national security and clean energy. The legislation will provide a clear path for implementation of the U.S. Uranium Reserve and provide a strong platform to revitalize the U.S. Uranium Industry.

UEC’s fully licensed and low-cost ISR projects in Texas and Wyoming, ideally position the Company to be a competitive supplier to the U.S. Uranium Reserve in addition to meeting the needs of U.S. and global utilities.” 

Section 402 of the ANIA specifies that not later than 60 days after the date of enactment, the Secretary of Energy, subject to the availability of appropriations, shall establish a program to operate a uranium reserve with the authority outlined in the Atomic Energy Act of 1954.

Among other provisions, under the Act, the U.S. Department of Energy may only acquire uranium recovered from facilities that are licensed by the Nuclear Regulatory Commission or equivalent Agreement State agencies as of the date of enactment. Uranium from companies owned, controlled or subject to jurisdictions in the Russian Federation or the People’s Republic of China are excluded from participating in the UR program.

For each fiscal year beginning after the date of enactment, the Secretary shall include in the budget justification submitted to Congress:

(1) a request for amounts for the acquisition, transportation, and storage of uranium in the Uranium Reserve; or

(2) an explanation of why amounts are not requested for the acquisition, transportation, or storage of uranium in the Uranium Reserve.

About Uranium Energy Corp

Uranium Energy Corp is a U.S.-based uranium mining and exploration company.  In South Texas, the Company’s hub-and-spoke operations are anchored by the fully-licensed Hobson Processing Facility which is central to the Palangana, Burke Hollow and Goliad ISR projects. In Wyoming, UEC controls the Reno Creek project, which is the largest permitted, pre-construction ISR uranium project in the U.S.  Additionally, the Company controls a pipeline of uranium projects in Arizona, New Mexico and Paraguay, a uranium/vanadium project in Colorado and a large, high-grade ferro-titanium project in Paraguay.  The Company’s operations are managed by professionals with a recognized profile for excellence in their industry, a profile based on many decades of hands-on experience in the key facets of uranium exploration, development and mining.

Stock Exchange Information:

NYSE American: UEC
WKN: AØJDRR
ISN: US916896103

Safe Harbor Statement

Except for the statements of historical fact contained herein, the information presented in this news release constitutes “forward-looking statements” as such term is used in applicable United States and Canadian laws. These statements relate to analyses and other information that are based on forecasts of future results, estimates of amounts not yet determinable and assumptions of management. Any other statements that express or involve discussions with respect to predictions, expectations, beliefs, plans, projections, objectives, assumptions or future events or performance (often, but not always, using words or phrases such as “expects” or “does not expect”, “is expected”, “anticipates” or “does not anticipate”, “plans, “estimates” or “intends”, or stating that certain actions, events or results “may”, “could”, “would”, “might” or “will” be taken, occur or be achieved) are not statements of historical fact and should be viewed as “forward-looking statements”. Such forward looking statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of the Company to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements, including statements regarding the anticipated use of proceeds from the offering. Such risks and other factors include, among others, the actual results of exploration activities, variations in the underlying assumptions associated with the estimation or realization of mineral resources, the availability of capital to fund programs and the resulting dilution caused by the raising of capital through the sale of shares, accidents, labor disputes and other risks of the mining industry including, without limitation, those associated with the environment, delays in obtaining governmental approvals, permits or financing or in the completion of development or construction activities, title disputes or claims limitations on insurance coverage. Although the Company has attempted to identify important factors that could cause actual actions, events or results to differ materially from those described in forward-looking statements, there may be other factors that cause actions, events or results not to be as anticipated, estimated or intended. There can be no assurance that such statements will prove to be accurate as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements contained in this news release and in any document referred to in this news release.

Certain matters discussed in this news release and oral statements made from time to time by representatives of the Company may constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 and the Federal securities laws. Although the Company believes that the expectations reflected in such forward-looking statements are based upon reasonable assumptions, it can give no assurance that its expectations will be achieved. Forward-looking information is subject to certain risks, trends and uncertainties that could cause actual results to differ materially from those projected. Many of these factors are beyond the Company’s ability to control or predict. Important factors that may cause actual results to differ materially and that could impact the Company and the statements contained in this news release can be found in the Company’s filings with the Securities and Exchange Commission. For forward-looking statements in this news release, the Company claims the protection of the safe harbor for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995. The Company assumes no obligation to update or supplement any forward-looking statements whether as a result of new information, future events or otherwise. This press release shall not constitute an offer to sell or the solicitation of an offer to buy securities.

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SOURCE Uranium Energy Corp

First American Title and Lone Wolf Technologies integrate to offer title insurance orders directly to 1.4 million real estate agents in the U.S.

With the integration, real estate agents with access to Lone Wolf’s national transaction management member benefit can order First American title insurance policies

PR Newswire

CAMBRIDGE, ON, Dec. 3, 2020 /PRNewswire/ — First American Title Insurance Company, a leading provider of title insurance and settlement services and the largest subsidiary of First American Financial Corporation (NYSE: FAF), and Lone Wolf Technologies (“Lone Wolf”), the North American leader in real estate technology, today announced an integration to offer digital title insurance orders within Lone Wolf Transactions (zipForm Edition), the national transaction management member benefit in the U.S., and Lone Wolf Transactions (TransactionDesk Edition), a local/state member benefit in over 300 MLSs and associations in the U.S. This integration represents a significant step toward digitizing the entire title insurance and transaction experience. 

Partnership to bring digital title insurance orders directly to 1.4 million real estate agents in the U.S.

With this integration, real estate agents using Lone Wolf Transactions will be able to complete digital title orders with their local First American Title office. The integration includes file order/initiation, secure contract/document transmission, real-time file updates, a chat feature, and a status update dashboard for the real estate agent side. This will result in easier and faster order creation for agents on both sides of the transaction, simpler communication, and a secure channel for both agents and title representatives to share notes and files at the transaction level in their respective systems. The launch will commence in Oregon, and roll out nationally over the next several months.

“It’s more important than ever for real estate professionals to conduct business digitally,” said Jimmy Kelly, president and CEO of Lone Wolf. “This integration connects a leading title insurance provider to the leading transaction solution in the U.S. to bring a one-of-a-kind digital workflow to every single agent in the country, making their deals and their client experience that much simpler at a time when they need it most. We believe this is a huge step toward a new, faster, better real estate transaction experience for agents, brokerages, and buyers and sellers.”

“We’re thrilled to announce this integration with Lone Wolf,” said Jim Dulle, senior vice president and managing director at First American Title. “Integrations like this represent First American Title’s commitment to creating efficiencies for our customers.”

First American Title joins nearly 20 other major real estate services and technology providers in Lone Wolf’s Marketplace, including Earnnest, Updater, Adwerx, EyeSpy360, and many more. Marketplace provides a curated library of digital tools, services, and solutions for every aspect of a transaction, from listing to close and beyond. Access is provided for free to every real estate agent in the U.S. with a login to their national member benefit, Lone Wolf Transactions.

“Marketplace’s purpose is to revolutionize the real estate transaction experience,” said Jason Cheverton, vice president of strategic channels at Lone Wolf. “By putting everything agents need for the entire transaction in one place, from lead generation and digital advertising to digital earnest money deposits, title insurance, and moving concierge services, we’re doing just that. First American Title is an amazing addition to Marketplace and one that will have a massive impact for real estate agents across the country.”

Media Contact:

Nick Gaede | Industry Relations 
E: [email protected]  

About First American Title Insurance Company
First American Title Insurance Company, the largest subsidiary of First American Financial Corporation (NYSE: FAF), traces its history to 1889. One of the largest title insurers in the nation, the company offers title services through its direct operations and an extensive network of agents throughout the United States and abroad. First American Title provides comprehensive title insurance coverage and professional services for real estate purchases, construction, refinances and equity loans. For more information, visit www.firstam.com/title.

About Lone Wolf Technologies
Lone Wolf Technologies, a Stone Point Capital company, is the North American leader in residential real estate software, serving over 1.4 million real estate professionals across Canada and the U.S. With cloud solutions for agents, brokers, franchises, MLSs and associations alike, the company provides the entire real estate industry with the tools they need to amaze clients, build their business, and improve profits—from transactions to back office, insights, and more, all in one place. Lone Wolf’s head offices are located in Cambridge, ON, and Dallas, TX. For more information on Lone Wolf Marketplace, visit https://marketplace.lwolf.com/.

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SOURCE Lone Wolf Technologies

1847 Goedeker Inc. (NYSE: GOED) and Appliances Connection Report Record Breaking Black Friday / Cyber Monday Results

1847 Goedeker Inc. (NYSE: GOED) and Appliances Connection Report Record Breaking Black Friday / Cyber Monday Results

BALLWIN, Mo.–(BUSINESS WIRE)–
1847 Goedeker Inc. (NYSE American: GOED) (“Goedekers” or the “Company”), a one-stop e-commerce destination for appliances and furniture and Appliances Connection, a leading appliance retailer under a definitive agreement to be acquired by the Company, are pleased to report record web traffic and orders during the Black Friday and Cyber Monday holiday week (11/23 – 12/1).

As the trend towards buying big ticket items online continues to accelerate, Goedekers and Appliances Connection were poised to take advantage of the surge in demand. Increases in marketing efficiency resulted in record web traffic, phone calls and orders, year-over-year.

1847 Goedeker Highlights (nine-day holiday period):

  • Orders increased 71% year-over-year to $6.5M vs. $3.8M in the prior year period
  • Site sessions increased 81% year-over-year to 313K vs. 173K in the prior year period
  • Received record number of sales calls
  • Answered 96% of sales calls w/ average hold time of 45 seconds

Appliances Connection reported triple digit growth in site visits and orders, consistent with similar trends experienced by Goedekers. Both companies continue to capitalize on the opportunities that the shift to online has created.

“As we anticipated, our website traffic and orders surpassed all previous Black Friday and Cyber Monday metrics,” stated Doug Moore, CEO of 1847 Goedeker. “Our team delivered outstanding sales performance and customer service during the most important sales event of the year.”

Albert Fouerti, President of Appliances Connection, added, “Appliances Connection, like Goedekers, had an incredible week. We shattered all our records for web traffic and orders taken during this year’s peak shopping period.”

About 1847 Goedeker Inc.

1847 Goedeker is an industry leading e-commerce destination for appliances, furniture, and home goods. Since its founding in 1951, Goedekers has transformed from a local brick and mortar operation serving the St. Louis metro area to a respected nationwide omnichannel retailer that offers one-stop shopping for national and global brands. While the Company maintains its St. Louis showroom, over 90% of sales are placed through its website (www.goedekers.com). Goedekers provides visitors an easy to navigate shopping experience and offers more than 185,000 items organized by category and product features. Specialization in the home category has enabled Goedekers to build a shopping experience and an advanced logistics infrastructure that is tailored to the unique characteristics of the market. Learn more at www.goedekers.com.

About Appliances Connection

Founded in 2000, Appliances Connection is one of the leading retailers of household appliances with a 200,000 square foot warehouse in Hamilton, NJ and a 23,000 square foot showroom in Brooklyn, New York. Appliances Connection carries many household name brands, including Bosch, GE, Frigidaire, Whirlpool, LG, and Samsung, and also carries many major luxury appliance brands such as Verona, Thermador, La Cornue, Dacor, Smeg, and Viking. Appliance Connection provides appliance installation services and old appliance removal services. In addition to selling appliances, it also sells furniture, fitness equipment, plumbing fixtures, televisions, outdoor appliances, and patio furniture, as well as commercial appliances for builder and business clients.

Forward Looking Statements

This press release contains “forward-looking statements” that are subject to substantial risks and uncertainties. All statements, other than statements of historical fact, contained in this press release are forward-looking statements. Forward-looking statements contained in this press release may be identified by the use of words such as “anticipate,” “believe,” “contemplate,” “could,” “estimate,” “expect,” “intend,” “seek,” “may,” “might,” “plan,” “potential,” “predict,” “project,” “target,” “aim,” “should,” “will” “would,” or the negative of these words or other similar expressions, although not all forward-looking statements contain these words. Forward-looking statements are based on 1847 Goedeker Inc.’s current expectations and are subject to inherent uncertainties, risks and assumptions that are difficult to predict. Further, certain forward-looking statements are based on assumptions as to future events that may not prove to be accurate. These and other risks and uncertainties are described more fully in the section titled “Risk Factors” in the final prospectus related to the public offering filed with the Securities and Exchange Commission. Forward-looking statements contained in this announcement are made as of this date, and 1847 Goedeker Inc. undertakes no duty to update such information except as required under applicable law.

Dave Gentry, CEO

RedChip Companies

Office: 1.800.RED.CHIP (733.2447)

Cell: 407.491.4498

[email protected]

KEYWORDS: United States North America Missouri

INDUSTRY KEYWORDS: Retail Online Retail Home Goods Luxury

MEDIA:

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Luna Innovations Acquires OptaSense

Luna Innovations Acquires OptaSense

Combination transforms Luna into a global fiber optic leader; creates a distributed fiber sensing powerhouse

  • Acquisition combines two global leaders in fiber optic sensing solutions
  • OptaSense’s market-leading position in distributed acoustic sensing (DAS) combined with Luna’s suite of sensing products forms the industry’s most comprehensive portfolio
  • OptaSense’s diverse, blue-chip customer base aligns well with Luna’s; presents a significant opportunity for expansion of offerings into both customer groups
  • Transformative acquisition allows Luna to cost-effectively establish a strong international presence and adds to its U.S. leadership position
  • OptaSense allows for expansion into high-growth markets such as security and perimeter detection, smart infrastructure monitoring and oil and gas; expected to accelerate Luna’s data services and IOT strategy
  • Acquisition expected to be accretive in 2021

ROANOKE, Va.–(BUSINESS WIRE)–
Luna Innovations Incorporated (NASDAQ: LUNA), a global leader in advanced optical technology, today announced it has acquired OptaSense Holdings, Ltd. (“OptaSense”), a QinetiQ company (LON: QQ), for 29 million British Pounds in cash. OptaSense is a recognized market leader in fiber optic distributed monitoring solutions for pipelines, oilfield services, security, highways and railways, as well as power and utilities monitoring systems. The combination is expected to create the world’s largest fiber optic sensing company.

“The acquisition of OptaSense marks an incredibly important milestone in Luna’s history and will further support our growth trajectory,” said Scott Graeff, President and Chief Executive Officer of Luna. “With the combination of Luna and OptaSense, we are bringing together businesses with strong adjacencies and a large, combined opportunity. This transaction allows Luna to acquire a leader in fiber optic sensing solutions and distributed acoustic sensing systems of a global size and scale that will truly be transformative to our company. In addition, OptaSense’s success has been driven by a world class, industry-leading technology base and a very talented team of employees. We are very excited about welcoming them to the Luna team.”

The acquisition provides Luna with important distributed acoustic sensing (DAS) intellectual property and products, which strongly complement Luna’s existing portfolio, and provides algorithm-development expertise, critical for AI and machine learning. OptaSense’s research and development talent and highly skilled salesforce, combined with more than 150 active and pending patents, will also enhance Luna’s existing experienced team and broaden its intellectual property portfolio.

Steve Wadey, QinetiQ Chief Executive Officer, said “We are delighted to announce the sale of OptaSense to Luna, who will provide greater synergies and relevant market access to enable and accelerate their future growth.”

OptaSense will become a fully owned subsidiary of Luna Innovations Incorporated, while continuing to operate under its existing brand for the foreseeable future, and OptaSense employees will remain within the company, with offices in the United Kingdom, Dubai, the United States and Canada.

B. Riley Securities served as financial advisor and Cooley LLP served as legal advisor to Luna.

Compelling Strategic Benefits

Luna expects that this transformative acquisition will:

  • Provide Luna with important Distributed Acoustic Sensing (“DAS”) intellectual property, products and expertise. DAS strongly complements Luna’s existing offerings, and provides algorithm development expertise, critical for AI and machine learning.
  • Bring a diverse, blue-chip customer base with limited crossover with Luna’s customer base. This represents a significant opportunity for expansion into both customer groups.
  • Enhance Luna’s existing sales team and broad intellectual property portfolio through its R&D expertise and highly skilled salesforce, combined with more than 150 patents active and pending.
  • Allow Luna to cost-effectively establish a strong operational presence internationally, building upon its already strong international customer base and sales capability.
  • Rapidly generate expansion opportunities into high-growth markets such as security and perimeter detection, smart infrastructure monitoring and oil and gas,
  • Realize efficiencies and leverage the combination of OptaSense and Luna to grow rapidly Luna’s operations, customer base, offerings, and financial profile.

Transaction Terms and Financing

Luna is acquiring OptaSense for £29 million, which required approximately $40 million in cash. The transaction was funded using roughly $20 million of Luna’s existing cash and $20 million in debt (the source for which is discussed in a separate press release issued this morning).

2020 Full-Year Outlook

Luna is reaffirming its full-year 2020 guidance:

  • Total revenues of $81M to $83M
  • Adjusted EBITDA of $10M to $12M

The company expects to provide an additional outlook as well as additional qualitative detail on its fourth quarter and year-end 2020 earnings call, the date for which will be announced early next year.

Non-GAAP Financial Measures

In evaluating the operating performance of its business, Luna’s management considers Adjusted EBITDA, which excludes certain charges and credits that are required by GAAP. Adjusted EBITDA provide[s] useful information to both management and investors by excluding the effect of certain non-cash expenses and items that Luna believes may not be indicative of its operating performance, because either they are unusual and Luna does not expect them to recur in the ordinary course of its business, or they are unrelated to the ongoing operation of the business in the ordinary course. Adjusted EBITDA should be considered in addition to results prepared in accordance with GAAP, but should not be considered a substitute for, or superior to, GAAP results.

Conference Call Information

Luna will conduct an investor conference call at 9:00 a.m. ET today to discuss the transaction. The investor conference call will be available via live webcast on the Luna website at www.lunainc.com under the tab “Investor Relations.” To participate by telephone, the domestic dial-in number is 844.578.9643 and the international dial-in number is 270.823.1522. The participant access code is 4458877. Investors are advised to dial in at least five minutes prior to the call to register. The webcast will be archived on the company’s website under “Webcasts and Presentations” for 30 days following the conference call.

About Luna

Luna Innovations Incorporated (www.lunainc.com) is a leader in optical technology, providing unique capabilities in high-performance, fiber optic-based, test products for the telecommunications industry and distributed fiber optic-based sensing for the aerospace and automotive industries. Luna is organized into two business segments, which work closely together to turn ideas into products: a Lightwave segment and a Luna Labs segment. Luna’s business model is designed to accelerate the process of bringing new and innovative technologies to market.

About QinetiQ

QinetiQ is a leading science and engineering company operating primarily in the defense, security and critical infrastructure markets. We work in partnership with our customers to solve real world problems through innovative solutions delivering operational and competitive advantage. Visit our website www.QinetiQ.com. Follow us on LinkedIn and Twitter @QinetiQ. Visit our blog www.QinetiQ-blogs.com.

Forward-Looking Statements

The statements in this release that are not historical facts constitute “forward-looking statements” made pursuant to the safe harbor provision of the Private Securities Litigation Reform Act of 1995 that involve risks and uncertainties. These statements include Luna’s expectations regarding its projected 2020 financial results and outlook, the integration of OptaSense’s employees, intellectual property and offerings, and the expected benefits of the acquisition, including the acquisition being accretive to Luna’s non-GAAP EPS in 2021 and increasingly accretive thereafter, the ability to expand offerings to Luna’s and OptaSense’s customer groups, the ability to establish a strong international presence, and the ability to expand into additional high-growth markets, the continuation of trends such as 5G, lightweighting and infrastructure monitoring, the potential impacts of the COVID-19 pandemic on its business, operations and financial results, and growth potential. Management cautions the reader that these forward-looking statements are only predictions and are subject to a number of both known and unknown risks and uncertainties, and actual results, performance, and/or achievements of Luna may differ materially from the future results, performance, and/or achievements expressed or implied by these forward-looking statements as a result of a number of factors. These factors include, without limitation, uncertainties regarding integration of the companies’ respective employee bases, offerings and business operations, potential adverse reactions or uncertainties regarding the acquisition among the companies’ customers, potential unknown liabilities and unforeseen expenses associated with the acquisition, potential performance shortfalls as a result of the diversion of management’s attention caused by completing the acquisition and integrating the companies’ operations, failure of demand for Luna’s products and services to meet expectations, failure of target market to grow and expand, technological and strategic challenges, uncertainties related to the ultimate impact of the COVID-19 pandemic and those risks and uncertainties set forth in Luna’s Form 10-Q for the three and nine months ended September 30, 2020, and Luna’s other periodic reports and filings with the Securities and Exchange Commission (“SEC”). Such filings are available on the SEC’s website at www.sec.gov and on Luna’s website at www.lunainc.com. The statements made in this release are based on information available to Luna as of the date of this release and Luna undertakes no obligation to update any of the forward-looking statements after the date of this release.

Investors:

Allison Woody

Phone: 540-769-8465

Email: [email protected]

KEYWORDS: United States North America Virginia

INDUSTRY KEYWORDS: Telecommunications Biotechnology Optical Health Technology Automotive Manufacturing Aerospace Manufacturing

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