Business Wire News

MIAMI--(BUSINESS WIRE)--World Fuel Services Corporation (NYSE:INT) invites you to participate in a conference call with its management team on Thursday, February 25, 2021 at 5:00PM Eastern Time to discuss the Company’s fourth quarter and full year results, as well as certain forward-looking information. The Company plans to release its fourth quarter and full year results after the market closes on the same date.


The live conference call will be accessible by telephone at (800) 954-0620 (within the United States and Canada) or (212) 231-2915 (International). Audio replay of the call will be available through March 11, 2021. The replay numbers are: (800) 633-8284 (within the United States and Canada) and (402) 977-9140 (International). The call ID is 21990772.

The conference call will also be available via live webcast. The live webcast may be accessed by visiting the Company’s website at www.wfscorp.com and clicking on the webcast icon. An archive of the webcast will be available on the Company’s website two hours after the completion of the live call and will remain available until March 11, 2021.

About World Fuel Services Corporation

Headquartered in Miami, Florida, World Fuel Services is a global energy management company involved in providing supply fulfillment, energy procurement advisory services, and transaction and payment management solutions to commercial and industrial customers, principally in the aviation, marine and land transportation industries. World Fuel Services sells fuel and delivers services to its clients at more than 8,000 locations in more than 200 countries and territories worldwide.

For more information, call 305-428-8000 or visit www.wfscorp.com.


Contacts

Ira M. Birns
Executive Vice President & Chief Financial Officer
or
Glenn Klevitz, Vice President, Treasurer & Investor Relations
305-428-8000

DULUTH, Minn.--(BUSINESS WIRE)--ALLETE, Inc. (NYSE: ALE) today reported 2020 earnings of $3.35 per share on net income of $174.2 million and operating revenue of $1.2 billion. Reported results from 2019 were $3.59 per share on net income of $185.6 million and operating revenue of $1.2 billion. 2020 results were impacted by lower sales due to the COVID-19 pandemic and settlement of the Minnesota Power rate case earlier in the year. Net income in 2019 includes 24 cents per share for impacts of the gain on the sale of U.S. Water Services offset by its partial year financial results.


“ALLETE’s operating and financial results for 2020 exemplify our company’s resilience in the face of unprecedented challenges brought on by the COVID19 pandemic,” said ALLETE President and CEO Bethany Owen. “Our early action on safety and financial positioning will enable us to move beyond the pandemic, even stronger, with our clean energy strategy.”

ALLETE’s Regulated Operations segment, which includes Minnesota Power, Superior Water, Light and Power and the Company’s investment in the American Transmission Co., recorded net income of $136.3 million, compared to $154.4 million 2019. Earnings reflect lower net income at Minnesota Power primarily due to: lower kilowatt-hour sales to retail customers due to COVID-19 impacts; lower revenue resulting from the expiration of certain municipal and power sale contracts; higher depreciation expense; and lower fuel adjustment clause recoveries in 2020 with the adoption of a new fuel adjustment clause methodology. These decreases were partially offset by higher rates resulting from Minnesota Power’s rate case and increased earnings related to the GNTL. In addition, results in 2020 included a second quarter 16 cent per share charge from the Minnesota Power rate case resolution for the refund of interim rates collected through April 30, 2020.

ALLETE Clean Energy recorded 2020 net income of $29.9 million compared to $12.4 million in 2019. Net income in 2020 reflects additional production tax credits and earnings from the new Glen Ullin, South Peak and Diamond Spring wind energy facilities, and higher wind resources at other wind energy facilities.

Corporate and Other businesses, which include BNI Energy and ALLETE Properties, recorded net income of $8.0 million in 2020 compared to net income of $19.9 million in 2019. Net income in 2020 included earnings from the company’s investment in the Nobles 2 wind facility which commenced operations in December 2020. Net income in 2019 included the gain on the sale of U.S. Water Services of $13.2 million after-tax.

“Our thoughtful positioning in the early stage of the COVID-19 crisis delivered on expectations in 2020, no small feat. Even with notable impacts lingering from the pandemic, our financial results exceeded our updated guidance range of $3.25 to $3.45 per share, which includes the 16 cent per share charge related to the Minnesota Power rate case resolution,” said ALLETE Senior Vice President and Chief Financial Officer Bob Adams. “Although we expect continued impacts of the COVID-19 pandemic in 2021, we remain keenly focused on delivering value to our investors and customers as we advance our clean energy strategy and positioning. This will set the stage for financial improvement and growth in 2022 as we execute on ALLETE’s key initiatives planned for 2021, including ALLETE Clean Energy’s growth initiatives and the Minnesota Power rate case filing later this year.”

Details of the Company’s 2021 earnings guidance were filed as part of today’s Form 8-K filing.

Live Webcast on February 17, 2021; financial slides posted on company website

ALLETE’s earnings conference call will be at 10:00 a.m. (EST), February 17, 2021, at which time management will discuss 2020 financial results and 2021 earnings guidance. To participate in the call, analysts are asked to dial 877-303-5852, pass code 9387381, ten minutes prior to the start time and refer to the “ALLETE’s Conference Call Announcing 2020 Financial Results.” All interested parties may listen to the live audio-only webcast accompanied by financial slides, which will be available on ALLETE’s Investor Relations website http://investor.allete.com/events-presentations. A replay of the call will be available through February 24, 2021 by calling (855) 859-2056, pass code 9387381. The webcast will be accessible for one year at www.allete.com.

ALLETE is an energy company headquartered in Duluth, Minn. In addition to its electric utilities, Minnesota Power and Superior Water, Light and Power of Wisconsin, ALLETE owns ALLETE Clean Energy, based in Duluth, BNI Energy in Bismarck, N.D., and has an eight percent equity interest in the American Transmission Co. More information about ALLETE is available at www.allete.com. ALE-CORP

The statements contained in this release and statements that ALLETE may make orally in connection with this release that are not historical facts, are forward-looking statements. Actual results may differ materially from those projected in the forward-looking statements. These forward-looking statements involve risks and uncertainties and investors are directed to the risks discussed in documents filed by ALLETE with the Securities and Exchange Commission.

ALLETE's press releases and other communications may include certain non-Generally Accepted Accounting Principles (GAAP) financial measures. A "non-GAAP financial measure" is defined as a numerical measure of a company's financial performance, financial position or cash flows that excludes (or includes) amounts that are included in (or excluded from) the most directly comparable measure calculated and presented in accordance with GAAP in the company's financial statements.

Non-GAAP financial measures utilized by the company include presentations of earnings (loss) per share. ALLETE's management believes that these non-GAAP financial measures provide useful information to investors by removing the effect of variances in GAAP reported results of operations that are not indicative of changes in the fundamental earnings power of the company's operations, such as the charge for the recent Minnesota Power rate case resolution. Management believes that the presentation of non-GAAP financial measures is appropriate and enables investors and analysts to more accurately compare the company's ongoing financial performance over the periods presented. See page 5 in this release for a reconciliation of 2020 annual GAAP earnings guidance range to 2020 annual adjusted earnings guidance range (Non-GAAP).

ALLETE, Inc.

Consolidated Statement of Income

For the Periods Ended December 31, 2020 and 2019

 

Quarter Ended

Year to Date

 

2020

2019

2020

2019

Millions Except Per Share Amounts

 

 

 

 

Operating Revenue

 

 

 

 

Contracts with Customer – Utility

$266.1

 

$256.3

 

$987.3

 

$1,042.4

 

Contracts with Customer – Non-utility

51.5

 

45.4

 

170.5

 

186.5

 

Other – Non-utility

2.8

 

2.9

 

11.3

 

11.6

 

Total Operating Revenue

320.4

 

304.6

 

1,169.1

 

1,240.5

 

Operating Expenses

 

 

 

 

Fuel, Purchased Power and Gas – Utility

106.9

 

94.8

 

358.6

 

390.7

 

Transmission Services – Utility

17.2

 

14.0

 

67.0

 

69.8

 

Cost of Sales – Non-utility

18.1

 

18.8

 

66.7

 

80.6

 

Operating and Maintenance

70.1

 

63.3

 

252.0

 

264.3

 

Depreciation and Amortization

56.5

 

50.4

 

217.8

 

202.0

 

Taxes Other than Income Taxes

15.2

 

13.5

 

56.1

 

53.3

 

Total Operating Expenses

284.0

 

254.8

 

1,018.2

 

1,060.7

 

Operating Income

36.4

 

49.8

 

150.9

 

179.8

 

Other Income (Expense)

 

 

 

 

Interest Expense

(17.7

)

(16.0

)

(65.6

)

(64.9

)

Equity Earnings

5.4

 

6.4

 

22.1

 

21.7

 

Gain on Sale of U.S. Water Services

 

3.0

 

 

23.6

 

Other

5.6

 

4.1

 

14.7

 

18.7

 

Total Other Expense

(6.7

)

(2.5

)

(28.8

)

(0.9

)

Income Before Non-Controlling Interest and Income Taxes

29.7

 

47.3

 

122.1

 

178.9

 

Income Tax Benefit

(11.7

)

(2.3

)

(39.5

)

(6.6

)

Net Income

41.4

 

49.6

 

161.6

 

185.5

 

Net Loss Attributable to Non-Controlling Interest

(5.7

)

(0.1

)

(12.6

)

(0.1

)

Net Income Attributable to ALLETE

$47.1

 

$49.7

 

$174.2

 

$185.6

 

Average Shares of Common Stock

 

 

 

 

Basic

52.0

 

51.7

 

51.9

 

51.6

 

Diluted

52.1

 

51.8

 

51.9

 

51.7

 

Basic Earnings Per Share of Common Stock

$0.91

 

$0.96

 

$3.36

 

$3.59

 

Diluted Earnings Per Share of Common Stock

$0.90

 

$0.96

 

$3.35

 

$3.59

 

Dividends Per Share of Common Stock

$0.6175

 

$0.5875

 

$2.47

 

$2.35

 

Consolidated Balance Sheet

Millions

 

Dec. 31,

Dec. 31,

 

 

Dec. 31,

Dec. 31,

 

2020

2019

 

 

2020

2019

Assets

 

Liabilities and Equity

 

 

Cash and Cash Equivalents

$44.3

$69.3

 

Current Liabilities

$459.6

$507.4

Other Current Assets

210.6

200.2

 

Long-Term Debt

1,593.2

1,400.9

Property, Plant and Equipment – Net

4,840.8

4,377.0

 

Deferred Income Taxes

195.7

212.8

Regulatory Assets

480.9

420.5

 

Regulatory Liabilities

524.8

560.3

Equity Investments

301.2

197.6

 

Defined Benefit Pension & Other Postretirement Benefit Plans

225.8

172.8

Other Non-Current Assets

206.8

218.2

 

Other Non-Current Liabilities

285.3

293.0

 

 

 

 

Equity

2,800.2

2,335.6

Total Assets

$6,084.6

$5,482.8

 

Total Liabilities and Equity

$6,084.6

$5,482.8

 

Quarter Ended

Year to Date

ALLETE, Inc.

December 31,

December 31,

Income (Loss)

2020

2019

2020

2019

Millions

 

Regulated Operations

$25.3

$40.2

$136.3

$154.4

 

 

 

 

 

 

ALLETE Clean Energy

13.1

5.9

29.9

12.4

 

U.S. Water Services

(1.1

)

 

 

 

 

 

Corporate and Other

8.7

3.6

8.0

19.9

 

Net Income Attributable to ALLETE

$47.1

$49.7

$174.2

$185.6

 

Diluted Earnings Per Share

$0.90

$0.96

$3.35

$3.59

 

Statistical Data

Corporate

Common Stock

 

 

High

$62.28

$87.83

$84.71

$88.60

Low

$50.75

$78.25

$48.22

$72.50

Close

$61.94

$81.17

$61.94

$81.17

Book Value

$44.06

$43.19

$44.06

$43.19

Kilowatt-hours Sold

Millions

Regulated Utility

Retail and Municipal

Residential

299

301

1,134

1,130

Commercial

323

347

1,306

1,390

Industrial

1,645

1,888

6,192

7,277

Municipal

150

153

584

672

Total Retail and Municipal

2,417

2,689

9,216

10,469

Other Power Suppliers

1,544

891

4,039

3,185

Total Regulated Utility

3,961

3,580

13,255

13,654

Regulated Utility Revenue

Millions

Regulated Utility Revenue

 

 

 

Retail and Municipal Electric Revenue

 

 

 

Residential

$34.6

$31.9

$127.9

$125.9

Commercial

34.5

33.4

134.0

139.5

Industrial

115.6

117.9

430.6

473.9

Municipal

10.7

9.2

41.2

48.6

Total Retail and Municipal

195.4

192.4

733.7

787.9

Other Power Suppliers

42.2

41.8

138.8

153.7

Other (Includes Water and Gas Revenue)

28.5

22.1

114.8

100.8

Total Regulated Utility Revenue

$266.1

$256.3

$987.3

$1,042.4

A reconciliation of 2020 annual GAAP earnings guidance range to 2020 annual adjusted earnings guidance range (Non-GAAP) is as follows:

2020 Annual GAAP Earnings Guidance Range

$3.09 - $3.29

Rate Case Settlement Charge

$0.23

Less: Income Tax Benefit

$(0.07)

Rate Case Settlement Charge, Net of Income Tax Benefit

$0.16

2020 Annual Adjusted Earnings Guidance Range (Non-GAAP)

$3.25 - $3.45

 


Contacts

Investor Contact:
Vince Meyer
218-723-3952
This email address is being protected from spambots. You need JavaScript enabled to view it.

DALLAS--(BUSINESS WIRE)--Flowserve Corporation, (NYSE: FLS), a leading provider of flow control products and services for the global infrastructure markets, announced that its Board of Directors has authorized a quarterly cash dividend of $0.20 per share on the company's outstanding shares of common stock.


The dividend is payable on April 9, 2021, to shareholders of record as of the close of business on March 26, 2021.

While Flowserve currently intends to pay regular quarterly cash dividends for the foreseeable future, any future dividends, at this $0.20 per share rate or otherwise, will be reviewed individually and declared by the Board at its discretion.

Safe Harbor Statement:

This news release includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, which are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995, as amended. Words or phrases such as, "may," "should," "expects," "could," "intends," "plans," "anticipates," "estimates," "believes," "forecasts," "predicts" or other similar expressions are intended to identify forward-looking statements, which include, without limitation, earnings forecasts, statements relating to our business strategy and statements of expectations, beliefs, future plans and strategies and anticipated developments concerning our industry, business, operations and financial performance and condition.

The forward-looking statements included in this news release are based on our current expectations, projections, estimates and assumptions. These statements are only predictions, not guarantees. Such forward-looking statements are subject to numerous risks and uncertainties that are difficult to predict. These risks and uncertainties may cause actual results to differ materially from what is forecast in such forward-looking statements, and include, without limitation, the following: the impact of the global outbreak of COVID-19 on our business and operations; a portion of our bookings may not lead to completed sales, and our ability to convert bookings into revenues at acceptable profit margins; changes in global economic conditions and the potential for unexpected cancellations or delays of customer orders in our reported backlog; our dependence on our customers’ ability to make required capital investment and maintenance expenditures; if we are not able to successfully execute and realize the expected financial benefits from our strategic transformation and realignment initiatives, our business could be adversely affected; risks associated with cost overruns on fixed-fee projects and in taking customer orders for large complex custom engineered products; the substantial dependence of our sales on the success of the oil and gas, chemical, power generation and water management industries; the adverse impact of volatile raw materials prices on our products and operating margins; economic, political and other risks associated with our international operations, including military actions, trade embargoes, epidemics or pandemics or changes to tariffs or trade agreements that could affect customer markets, particularly North African, Russian and Middle Eastern markets and global oil and gas producers, and non-compliance with U.S. export/re-export control, foreign corrupt practice laws, economic sanctions and import laws and regulations; increased aging and slower collection of receivables, particularly in Latin America and other emerging markets; our exposure to fluctuations in foreign currency exchange rates, including in hyperinflationary countries such as Venezuela and Argentina; our furnishing of products and services to nuclear power plant facilities and other critical processes; potential adverse consequences resulting from litigation to which we are a party, such as litigation involving asbestos-containing material claims; expectations regarding acquisitions and the integration of acquired businesses; our relative geographical profitability and its impact on our utilization of deferred tax assets, including foreign tax credits; the potential adverse impact of an impairment in the carrying value of goodwill or other intangible assets; our dependence upon third-party suppliers whose failure to perform timely could adversely affect our business operations; the highly competitive nature of the markets in which we operate; environmental compliance costs and liabilities; potential work stoppages and other labor matters; access to public and private sources of debt financing; our inability to protect our intellectual property in the U.S., as well as in foreign countries; obligations under our defined benefit pension plans; our internal control over financial reporting may not prevent or detect misstatements because of its inherent limitations, including the possibility of human error, the circumvention or overriding of controls, or fraud; the recording of increased deferred tax asset valuation allowances in the future or the impact of tax law changes on such deferred tax assets could affect our operating results; our information technology infrastructure could be subject to service interruptions, data corruption, cyber-based attacks or network security breaches, which could disrupt our business operations and result in the loss of critical and confidential information; ineffective internal controls could impact the accuracy and timely reporting of our business and financial results; and other factors described from time to time in our filings with the Securities and Exchange Commission.

All forward-looking statements included in this news release are based on information available to us on the date hereof, and we assume no obligation to update any forward-looking statement.

The Company reports its financial results in accordance with U.S. generally accepted accounting principles (GAAP). However, management believes that non-GAAP financial measures which exclude certain non-recurring items present additional useful comparisons between current results and results in prior operating periods, providing investors with a clearer view of the underlying trends of the business. Management also uses these non-GAAP financial measures in making financial, operating, planning and compensation decisions and in evaluating the Company's performance. Throughout our materials we refer to non-GAAP measures as “Adjusted.” Non-GAAP financial measures, which may be inconsistent with similarly captioned measures presented by other companies, should be viewed in addition to, and not as a substitute for, the Company’s reported results prepared in accordance with GAAP.


Contacts

Investor Contacts:
Jay Roueche, Vice President, Investor Relations & Treasurer (972) 443-6560
Mike Mullin, Director, Investor Relations, (972) 443-6636

Media Contact:
Lars Rosene, Vice President, Corporate Communications & Public Affairs, (972) 443-6644

  • CenterPoint Energy’s full attention remains on the unprecedented winter weather that is impacting our region and our customers
  • All of Enable’s limited partner units and general partner interest will be acquired by Energy Transfer
  • CenterPoint Energy to receive approximately 6.5% percent interest in Energy Transfer and $5 million in cash in exchange for its Enable common units and general partner interest, respectively
  • CenterPoint Energy to exchange its approximately $363 million holding in Enable Midstream Partners, LP Series A Non-Cumulative Preferred into approximately $385 million Energy Transfer Series G Fixed-Rate Reset Cumulative Redeemable Perpetual Preferred units representing a 6% premium to par value
  • Transaction supports CenterPoint Energy’s guidance basis utility EPS growth target of 6% - 8%, annual rate base growth of 10%, and 2021 guidance basis utility EPS target of $1.23 - $1.25
  • Transaction aligns with CenterPoint Energy’s goal to eventually eliminate exposure to the midstream industry, while focusing on the growth of its premium utility businesses

HOUSTON--(BUSINESS WIRE)--CenterPoint Energy, Inc. (NYSE: CNP) today announced support for the merger between Enable Midstream Partners, LP (NYSE: ENBL) and Energy Transfer LP (NYSE: ET), which will result in an exchange of its investment in Enable Midstream Partners, LP in an at market, unit-for-unit transaction. CenterPoint Energy currently owns 53.7 percent of the common units representing limited partner interests in Enable, a publicly traded master limited partnership that owns, operates and develops strategically located natural gas and crude oil infrastructure assets.


At closing, Energy Transfer will acquire 100% of Enable’s outstanding equity interests, resulting in the exchange of CenterPoint Energy’s Enable common units at the transaction exchange ratio of 0.8595x Energy Transfer common units for each Enable common unit. CenterPoint Energy will also receive $5 million in cash in exchange for its Enable general partner interest and approximately $385 million of Energy Transfer Series G Fixed-Rate Reset Cumulative Redeemable Perpetual Preferred units in exchange for $363 million of Enable Series A Fixed-to-Floating Non-Cumulative Redeemable Perpetual Preferred units owned by CenterPoint Energy. CenterPoint Energy is under no obligation to retain the Energy Transfer common or preferred units issued by Energy Transfer after transaction close. Upon the consummation of the transaction, the partnership agreements between CenterPoint Energy and OGE will terminate, and CenterPoint Energy will pay $30 million to OGE. CenterPoint Energy expects its total transaction related expenses to be $45 million, which is inclusive of legal, financial advisory, and the $30 million payment.

I could not be more excited to share this announcement today. This transaction aligns with our new long-term growth strategy and gives us the ability to accelerate our transition to a fully regulated business. We are now on an accelerated path to reducing our exposure to the volatility of the midstream industry, while supporting our ability to deliver utility guidance basis earnings per share growth of 6%-8% and grow annual rate base at 10%. This transaction will support our previously announced 2021 guidance basis utility EPS range of $1.23 - $1.25,” said President and CEO Dave Lesar. “As I shared during our Investor Day, our path to eliminating midstream exposure would be achieved by using a disciplined financial approach. The transaction with Energy Transfer will position us well to execute on that objective by putting us in a more secure and liquid security. Energy Transfer’s scale and desirable portfolio of take-or-pay contracts will be credit accretive for CenterPoint Energy and de-risk any future distribution yield as we exit midstream. Additionally, we believe that the termination of our partnership will provide us with more autonomy to exit midstream with better economics and at a faster pace, which will benefit our shareholders.”

Lesar added, “We are committed to delivering on a growth strategy that prioritizes investments in our premium, core regulated utility businesses that will make up more than 90% of our earnings as we take steps to exit midstream. Our strategy also supports a transition to a cleaner energy future that will drive industry-leading growth. We believe our strategy will enable us to grow our utilities and maximize the advantages of this growth for our stakeholders. We look forward to announcing our 2020 fourth-quarter and year-end financial results during our earnings call on February 25th.”

The transaction is expected to be completed in the second half of 2021, subject to customary closing conditions, including Hart-Scott-Rodino antitrust clearance.

The proposed merger between Energy Transfer and Enable has been in the works for some time and has not impacted the efforts of CenterPoint to quickly restore power to the regions it serves. Please refer to our weather and restoration related updates as they become available.

J.P. Morgan Securities LLC served as CenterPoint Energy's financial advisor. Baker Botts L.L.P. and Wachtell, Lipton, Rosen & Katz served as CenterPoint Energy's legal advisors.

About CenterPoint Energy, Inc.

As the only investor-owned electric and gas utility based in Texas, CenterPoint Energy, Inc. (NYSE: CNP) is an energy delivery company with electric transmission and distribution, power generation and natural gas distribution operations that serve more than 7 million metered customers in Arkansas, Indiana, Louisiana, Minnesota, Mississippi, Ohio, Oklahoma and Texas. As of December 31, 2020, the company owned approximately $33 billion in assets and also owned 53.7 percent of the common units representing limited partner interests in Enable Midstream Partners, LP, a publicly traded master limited partnership that owns, operates and develops strategically located natural gas and crude oil infrastructure assets. With approximately 9,500 employees, CenterPoint Energy and its predecessor companies have been in business for more than 150 years. For more information, visit CenterPointEnergy.com.

About Enable Midstream Partners, LP

Enable owns, operates and develops strategically located natural gas and crude oil infrastructure assets. Enable’s assets include approximately 14,000 miles of natural gas, crude oil, condensate and produced water gathering pipelines, approximately 2.6 Bcf/d of natural gas processing capacity, approximately 7,800 miles of interstate pipelines (including Southeast Supply Header, LLC of which Enable owns 50%), approximately 2,200 miles of intrastate pipelines and seven natural gas storage facilities comprising 84.5 billion cubic feet of storage capacity. For more information, visit https://enablemidstream.com.

About Energy Transfer LP

Energy Transfer LP owns and operates one of the largest and most diversified portfolios of energy assets in the United States, with a strategic footprint in all of the major domestic production basins. ET is a publicly traded limited partnership with core operations that include complementary natural gas midstream, intrastate and interstate transportation and storage assets; crude oil, natural gas liquids (NGL) and refined product transportation and terminalling assets; NGL fractionation; and various acquisition and marketing assets. ET, through its ownership of Energy Transfer Operating, L.P., also owns Lake Charles LNG Company, as well as the general partner interests, the incentive distribution rights and 28.5 million common units of Sunoco LP, and the general partner interests and 46.1 million common units of USA Compression Partners, LP. For more information, visit the Energy Transfer website at energytransfer.com.

Use of Non-GAAP Measures

As included in this press release, guidance basis utility earnings per share (“Utility EPS”) is not a generally accepted accounting principles (“GAAP”) financial measure. Generally, a non-GAAP financial measure is a numerical measure of a company’s historical or future financial performance that excludes or includes amounts that are not normally excluded or included in the most directly comparable GAAP financial measure. The Utility EPS guidance range reflects dilution and earnings as if the Company’s Series B Preferred Stock converted on their mandatory conversion date. Utility EPS guidance range considers assumptions for certain significant variables that may impact earnings, such as customer growth and usage including normal weather, throughput, recovery of capital invested, effective tax rates, financing activities and related interest rates, regulatory and judicial proceedings. In addition, the Utility EPS guidance range assumes a continued re-opening of the economy in CenterPoint Energy’s service territories throughout 2021. To the extent actual results deviate from these assumptions, the Utility EPS guidance range may not be met and our projected annual Utility EPS growth rate range may change. Utility EPS includes an allocation of corporate overhead based upon our Utility segments relative earnings contribution. Corporate overhead consists primarily of interest expense, preferred stock dividend requirements and other items directly attributable to the parent along with associated income taxes, and considers certain significant variables that may impact earnings. Utility EPS excludes (a) earnings or losses from the change in value of the Company’s 2.0% Zero-Premium Exchangeable Subordinated Notes due 2029 (“ZENS”) and related securities, (b) certain expenses associated with merger integration, and (c) Midstream Investments, including income from the Enable preferred units and a corresponding amount of debt in addition to an associated allocation of corporate overhead based on relative earnings contribution. Utility EPS guidance also does not include other potential impacts, such as changes in accounting standards, impairments or unusual items, which could have a material impact on GAAP reported results for the applicable guidance period. CenterPoint Energy is unable to present a quantitative reconciliation of forward-looking Utility EPS because changes in the value of ZENS and related securities, future impairments and other unusual items are not estimable as they are highly variable and difficult to predict due to various factors outside of management’s control. Management evaluates CenterPoint Energy’s financial performance in part based on Utility EPS. Management believes that presenting this non-GAAP financial measure enhances an investor’s understanding of CenterPoint Energy’s overall financial performance by providing them with an additional meaningful and relevant comparison of current and anticipated future results across periods. The adjustments made in this non-GAAP financial measure exclude items that Management believes does not most accurately reflect the Company’s fundamental business performance. CenterPoint Energy’s Utility EPS non-GAAP financial measure should be considered as a supplement to, and not as a substitute for, or superior to, diluted earnings per share, which is the most directly comparable GAAP financial measure. This non-GAAP financial measure also may be different than non-GAAP financial measures used by other companies

The statements in this press release contain “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. All statements other than statements of historical fact included in this press release are forward-looking statements made in good faith by us and are intended to qualify for the safe harbor from liability established by the Private Securities Litigation Reform Act of 1995. When used in this press release, the words “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “forecast,” “goal,” “intend,” “may,” “objective,” “plan,” “potential,” “predict,” “projection,” “should,” “target,” “will” or other similar words are intended to identify forward-looking statements. These forward-looking statements are based upon assumptions of management which are believed to be reasonable at the time made and are subject to significant risks and uncertainties. Actual events and results may differ materially from those expressed or implied by these forward-looking statements. Forward-looking statements include, but are not limited to, statements relating to the consideration CenterPoint Energy expects to receive for its interests in Enable Midstream Partners, LP and Enable GP, LLC, transaction related expenses, expectations on reducing and minimizing CenterPoint’s exposure to the midstream industry, focus on growth of its utility businesses, long-term growth strategy and investment plan, CenterPoint Energy’s guidance basis utility earnings per share and guidance basis utility earnings per share growth target, rate base growth rate, the credit accretive nature of the transaction, the liquidity and risks of Energy Transfer LP common units and preferred units, and the anticipated closing date of the merger between Enable and Energy Transfer. Each forward-looking statement contained in this press release speaks only as of the date of this release. Important factors that could cause actual results to differ materially from those indicated by the provided forward-looking information include risks and uncertainties relating to: (1) the benefits of the proposed transaction, (2) the timing of the expiration or termination of the Hart-Scott-Rodino waiting period and the receipt of any consents, waivers or approvals required to be obtained pursuant to applicable antitrust laws, (3) the occurrence of any event, change or other circumstances that could give rise to the termination of the proposed transactions or could otherwise cause the failure of the proposed transactions to close, (4) the risk that a condition to the closing of the proposed transactions may not be satisfied, (5) the outcome of any legal proceedings, regulatory proceedings or enforcement matters that may be instituted relating to the proposed transactions, (6) the timing to consummate the proposed transactions, (7) disruption from the proposed transactions making it more difficult to maintain relationships with customers, employees, regulators or suppliers, (8) the diversion of management time and attention on the proposed transactions and (9) other factors discussed in CenterPoint Energy’s Annual Report on Form 10-K for the fiscal year ended December 31, 2019, CenterPoint Energy’s Quarterly Report on Form 10-Q for the quarters ended March 31, 2020, June 30, 2020 and September 30, 2020 and other reports CenterPoint Energy or its subsidiaries may file from time to time with the Securities and Exchange Commission (SEC).

Important Information for Investors and Unitholders

This communication does not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval.

In connection with the proposed merger between Enable Midstream Partners, LP (“Enable”) and a subsidiary of Energy Transfer LP (“Energy Transfer”), Energy Transfer will file with the SEC a registration statement on Form S-4, which will include a prospectus of Energy Transfer and a consent solicitation statement of Enable. Energy Transfer and Enable will also file other documents with the SEC regarding the proposed merger. After the registration statement has been declared effective by the SEC, a definitive consent solicitation statement/prospectus will be mailed to the unitholders of Enable. INVESTORS AND UNITHOLDERS OF ENABLE ARE URGED TO READ THE CONSENT SOLICITATION STATEMENT/PROSPECTUS (INCLUDING ALL AMENDMENTS AND SUPPLEMENTS THERETO) AND OTHER DOCUMENTS RELATING TO THE PROPOSED MERGER THAT WILL BE FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED MERGER. Investors and unitholders will be able to obtain free copies of the consent solicitation statement/prospectus and other documents containing important information about Energy Transfer and Enable once such documents are filed with the SEC, through the website maintained by the SEC at http://www.sec.gov. Copies of the documents filed with the SEC by Energy Transfer and Enable will be available free of charge on their respective internet websites at https://www.energytransfer.com/ and https://www.enablemidstream.com/ or by contacting their respective Investor Relations departments at 214-981-0795 (for Energy Transfer) or 405-558-4600 (for Enable).

Participants in the Solicitation

CenterPoint Energy, Energy Transfer, Enable and their respective directors and executive officers may be deemed to be participants in the solicitation of proxies from the unitholders of Enable in connection with the proposed merger. Information about (i) the directors and executive officers of CenterPoint Energy is set forth in CenterPoint Energy's Definitive Proxy Statement on Schedule 14A which was filed with the SEC on March 13, 2020 and CenterPoint Energy's Annual Report on Form 10-K which was filed with the Commission on February 27, 2020, respectively, (ii) the directors and executive officers of Energy Transfer is set forth in Energy Transfer’s Annual Report on Form 10-K which was filed with the SEC on February 21, 2020 and (iii) the directors and executive officers of Enable is set forth in Enable’s Annual Report on Form 10-K which was filed with the SEC on February 19, 2020, in each case, as may be updated from time to time by Current Reports on Form 8-K, statements of changes in beneficial ownership and other filings with the SEC. Other information regarding certain participants in the consent solicitation and a description of their direct and indirect interests, by security holdings or otherwise, will be contained in the consent solicitation statement/prospectus and other relevant materials to be filed with the SEC when they become available. Free copies of these documents can be obtained using the contact information above.


Contacts

Media:
John Sousa
Phone: 713.619.5143

Investors:
Philip Holder
Phone: 713.207.6500

MINNEAPOLIS--(BUSINESS WIRE)--Northern Oil and Gas, Inc. (NYSE American: NOG) (the “Company”) today announced the early tender results of its previously announced cash tender offer (the “Offer”) for any and all of its outstanding 8.50% Senior Secured Second Lien Notes due 2023 (the “Notes”). The terms and conditions of the Offer and the Solicitation (as defined below) are set forth in the Company’s Offer to Purchase and Consent Solicitation Statement, dated as of February 3, 2021 (as it may be amended or supplemented from time to time, the “Statement”).


According to information provided by D.F. King & Co, Inc., the Information Agent and Tender Agent for the Offer, $272,086,378 aggregate principal amount of Notes, or 94.6% of the total outstanding Notes, were validly tendered and not validly withdrawn at or prior to 5:00 p.m., New York City time, on February 17, 2021 (the “Early Tender and Consent Date”), pursuant to the Offer. Because the withdrawal deadline relating to the Offer expired immediately after the Early Tender and Consent Date, these Notes, as well as any subsequently tendered Notes, may not be withdrawn.

Subject to the satisfaction or waiver of the conditions to the Offer, including the Financing Condition (as defined below), the Company expects to accept for purchase on February 18, 2021 (the “Early Settlement Date”) all Notes validly tendered and not validly withdrawn at or prior to the Early Tender and Consent Date. Holders of Notes accepted for purchase will receive the “Total Consideration” of $1,030 per $1,000 principal amount of Notes tendered, plus accrued and unpaid interest from and including the last interest payment date up to, but excluding, the Early Settlement Date.

As previously announced, the Offer is contingent on, among other things, the Company’s consummation, on terms and conditions satisfactory to the Company, of the concurrent bond offering announced on February 3, 2021 (the “Concurrent Offering”) and the receipt of net proceeds therefrom sufficient to purchase the Notes tendered in the Offer and to pay the fees and expenses related thereto (the “Financing Condition”). The Concurrent Offering is expected to close on February 18, 2021, subject to customary closing conditions.

In connection with the Offer, the Company is soliciting consents (the “Solicitation”) from the holders of the Notes for certain proposed amendments (the “Proposed Amendments”) to the indenture governing the Notes (the “Indenture”) that would, among other things, eliminate substantially all restrictive covenants and certain of the default provisions contained in the Indenture. Holders of Notes who validly tendered and did not validly withdraw their Notes at or prior to the Early Tender and Consent Date are deemed to have consented to the Proposed Amendments. Because consents of the holders of at least a majority of the aggregate principal amount of the outstanding Notes were received as of the Early Tender and Consent Date, the Company expects that it and Wilmington Trust, National Association, as trustee and as collateral agent under the Indenture, will execute and deliver a supplemental indenture to the Indenture implementing the Proposed Amendments promptly following the satisfaction or waiver of the conditions to the Offer, including the Financing Condition. Subject to the satisfaction or waiver of such conditions, it is expected that the Proposed Amendments will become operative on the Early Settlement Date. Upon becoming operative, the Proposed Amendments will apply to all holders of the Notes.

AVAILABLE DOCUMENTS AND OTHER DETAILS

BofA Securities is acting as Dealer Manager for the Offer and Solicitation Agent for the Solicitation. Questions regarding the Offer or the Solicitation may be directed to BofA Securities, Inc. at (980) 388-3646. D.F. King & Co., Inc. is acting as Information Agent and Tender Agent for the Offer. Requests for copies of the Statement may be directed to D.F. King by telephone at (800) 901-0068 or by email at This email address is being protected from spambots. You need JavaScript enabled to view it..

None of the Company, the Dealer Manager and Solicitation Agent, the Tender Agent and Information Agent, the trustee under the Indenture or any of their respective affiliates is making any recommendation as to whether Holders should tender any Notes in response to the Offer and the Solicitation. Holders must make their own decision as to whether to participate in the Offer and the Solicitation and, if so, the principal amount of Notes as to which action is to be taken.

This press release is for information purposes only, and does not constitute an offer to sell, a solicitation to buy or an offer to purchase or sell any securities. Neither this press release nor the Statement is an offer to sell or a solicitation of an offer to buy debt securities in the Concurrent Offering or any other securities. The Offer and Solicitation are not being made in any jurisdiction in which the making or acceptance thereof would not be in compliance with the securities, blue sky or other laws of such jurisdiction.

ABOUT NORTHERN OIL AND GAS

Northern Oil and Gas, Inc. is a company with a primary strategy of investing in non-operated minority working and mineral interests in oil & gas properties, with a core area of focus in the premier basins within the United States.

SAFE HARBOR

This press release contains forward-looking statements regarding future events and future results that are subject to the safe harbors created under the Securities Act of 1933, as amended, and the Securities Exchange Act of 1934, as amended. All statements, other than statements of historical facts included in this press release, are forward-looking statements, including, but not limited to, statements regarding the Company’s plans and expected timing with respect to the Offer and the Solicitation. When used in this press release, forward-looking statements are generally accompanied by terms or phrases such as “estimate,” “project,” “predict,” “believe,” “expect,” “continue,” “anticipate,” “target,” “could,” “plan,” “intend,” “seek,” “goal,” “will,” “should,” “may” or other words and similar expressions that convey the uncertainty of future events or outcomes. Items contemplating or making assumptions about actual or potential future production and sales, market size, collaborations, and trends or operating results also constitute such forward-looking statements.

Forward-looking statements involve inherent risks and uncertainties, and important factors (many of which are beyond the Company’s control) that could cause actual results to differ materially from those set forth in the forward looking statements, including the following: changes in crude oil and natural gas prices; the pace of drilling and completions activity on the Company’s properties and properties pending acquisition; the Company’s ability to acquire additional development opportunities; potential or pending acquisition transactions; the Company’s ability to consummate its recently announced acquisition, the anticipated timing of such consummation, and any anticipated financing transactions in connection therewith; the projected capital efficiency savings and other operating efficiencies and synergies resulting from the Company’s acquisition transactions; integration and benefits of property acquisitions or the effects of such acquisitions on the Company’s cash position and levels of indebtedness; changes in the Company’s reserves estimates or the value thereof; disruptions to the Company’s business due to acquisitions and other significant transactions; general economic or industry conditions, nationally and/or in the communities in which the Company conducts business; changes in the interest rate environment, legislation or regulatory requirements; conditions of the securities markets; the Company’s ability to raise or access capital; changes in accounting principles, policies or guidelines; financial or political instability, acts of war or terrorism, and other economic, competitive, governmental, regulatory and technical factors affecting the Company’s operations, products and prices; and the COVID-19 pandemic and its related economic repercussions and effect on the oil and natural gas industry. Additional information concerning potential factors that could affect future financial results is included in the section entitled “Item 1A. Risk Factors” and other sections of the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2019 and the Company’s Quarterly Report on Form 10-Q for the fiscal quarters ended March 31, 2020, June 30, 2020 and September 30, 2020, as updated from time to time in amendments and subsequent reports filed with the SEC, which describe factors that could cause the Company’s actual results to differ from those set forth in the forward looking statements.

The Company has based these forward-looking statements on its current expectations and assumptions about future events. While management considers these expectations and assumptions to be reasonable, they are inherently subject to significant business, economic, competitive, regulatory and other risks, contingencies and uncertainties, most of which are difficult to predict and many of which are beyond the Company’s control. The Company does not undertake any duty to update or revise any forward-looking statements, except as may be required by the federal securities laws.


Contacts

Mike Kelly, CFA
Chief Strategy Officer
(952) 476-9800
This email address is being protected from spambots. You need JavaScript enabled to view it.

HOUSTON--(BUSINESS WIRE)--#DNOW--NOW Inc. (NYSE: DNOW) announced results for the fourth quarter and full-year ended December 31, 2020.


Fourth Quarter 2020 Financial Highlights

  • Revenue was $319 million for the fourth quarter of 2020
  • Net loss was $44 million and non-GAAP net loss excluding other costs was $28 million for the fourth quarter of 2020
  • Diluted loss per share was $0.40 and non-GAAP diluted loss per share excluding other costs was $0.25 for the fourth quarter of 2020
  • Non-GAAP EBITDA excluding other costs for the fourth quarter of 2020 was a loss of $29 million, which includes the unfavorable impact of $24 million in non-cash inventory charges
  • Included in our fourth quarter results, not considered other costs, was a pre-tax $24 million non-cash inventory charge, the unfavorable impact approximating $(0.17) per non-GAAP diluted share
  • Cash and cash equivalents was $387 million and long-term debt was zero at December 31, 2020
  • Free cash flow for the fourth quarter of 2020 was $55 million

David Cherechinsky, President and CEO of NOW Inc., added, “I am very pleased about our stronger than expected fourth quarter and thrilled about emerging from the lowest points in the market downturn with a great deal of flexibility in how we shape our company and expand on our success in the future. The women and men of DistributionNOW are the reason for our enviable position today. The faith and confidence I have in our employees, because of their perseverance though all the trials and tribulations of 2020, their continued patience, their innovation, and their constant focus on our customers, reaffirms my confidence that we are absolutely on the right path to ensure maneuverability in the evolving energy space.

A record cash balance of $387 million and zero debt, provide a firm financial footing. Couple that with profound cost transformation, buoyed by favorable oil price trends, the completion of our first acquisition of the year, the promise of vaccines, and a hunger for getting back to life as we once enjoyed it, all give us plenty to be excited about as we enter 2021.”

Prior to the earnings conference call a presentation titled “NOW Inc. Fourth Quarter and Full-Year 2020 Key Takeaways” will be available on the Company’s Investor Relations website.

About NOW Inc.

NOW Inc. is one of the largest distributors to energy and industrial markets on a worldwide basis, with a legacy of over 150 years. NOW Inc. operates primarily under the DistributionNOW and DNOW brands. Through its network of approximately 195 locations and 2,450 employees worldwide, NOW Inc. offers a comprehensive line of products and solutions for the upstream, midstream and downstream energy and industrial sectors. Our locations provide products and solutions to exploration and production companies, energy transportation companies, refineries, chemical companies, utilities, manufacturers and engineering and construction companies.

Statements made in this press release that are forward-looking in nature are intended to be "forward-looking statements" within the meaning of Section 21E of the Securities Exchange Act of 1934 and may involve risks and uncertainties. These statements may differ materially from actual future events or results. Readers are referred to documents filed by NOW Inc. with the U.S. Securities and Exchange Commission, which identify significant risk factors which could cause actual results to differ from those contained in the forward-looking statements.

NOW INC.

CONSOLIDATED BALANCE SHEETS (UNAUDITED)

(In millions, except share data)

 

December 31,

December 31,

2020

2019

 

ASSETS

Current assets:
Cash and cash equivalents

$

387

 

$

183

 

Receivables, net

 

198

 

 

370

 

Inventories, net

 

262

 

 

465

 

Assets held-for-sale

 

 

 

34

 

Prepaid and other current assets

 

14

 

 

15

 

Total current assets

 

861

 

 

1,067

 

Property, plant and equipment, net

 

98

 

 

120

 

Deferred income taxes

 

1

 

 

2

 

Goodwill

 

 

 

245

 

Intangibles, net

 

 

 

90

 

Other assets

 

48

 

 

67

 

Total assets

$

1,008

 

$

1,591

 

LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
Accounts payable

$

172

 

$

255

 

Accrued liabilities

 

95

 

 

127

 

Liabilities held-for-sale

 

 

 

6

 

Other current liabilities

 

5

 

 

8

 

Total current liabilities

 

272

 

 

396

 

Long-term operating lease liabilities

 

25

 

 

34

 

Deferred income taxes

 

 

 

4

 

Other long-term liabilities

 

12

 

 

13

 

Total liabilities

 

309

 

 

447

 

Commitments and contingencies
Stockholders' equity:
Preferred stock - par value $0.01; 20 million shares authorized;
no shares issued and outstanding

 

 

 

 

Common stock - par value $0.01; 330 million shares authorized; 109,951,610 and
109,207,678 shares issued and outstanding at December 31, 2020 and 2019, respectively

 

1

 

 

1

 

Additional paid-in capital

 

2,051

 

 

2,046

 

Accumulated deficit

 

(1,208

)

 

(775

)

Accumulated other comprehensive loss

 

(145

)

 

(128

)

Total stockholders' equity

 

699

 

 

1,144

 

Total liabilities and stockholders' equity

$

1,008

 

$

1,591

 

NOW INC.

CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)

(In millions, except per share data)

 

Three Months Ended

Year Ended

December 31,

September 30,

December 31,

2020

2019

2020

2020

2019

 
Revenue

$

319

 

$

639

 

$

326

 

$

1,619

 

$

2,951

 

Operating expenses:
Cost of products

 

274

 

 

514

 

 

264

 

 

1,327

 

 

2,365

 

Warehousing, selling and administrative

 

81

 

 

134

 

 

83

 

 

391

 

 

541

 

Impairment charges

 

1

 

 

128

 

 

 

 

321

 

 

128

 

Operating profit (loss)

 

(37

)

 

(137

)

 

(21

)

 

(420

)

 

(83

)

Other expense

 

(8

)

 

(2

)

 

 

 

(10

)

 

(10

)

Income (loss) before income taxes

 

(45

)

 

(139

)

 

(21

)

 

(430

)

 

(93

)

Income tax provision (benefit)

 

(1

)

 

 

 

1

 

 

(3

)

 

4

 

Net income (loss)

$

(44

)

$

(139

)

$

(22

)

$

(427

)

$

(97

)

Earnings (loss) per share:
Basic earnings (loss) per common share

$

(0.40

)

$

(1.27

)

$

(0.20

)

$

(3.91

)

$

(0.89

)

Diluted earnings (loss) per common share

$

(0.40

)

$

(1.27

)

$

(0.20

)

$

(3.91

)

$

(0.89

)

Weighted-average common shares outstanding, basic

 

110

 

 

109

 

 

109

 

 

109

 

 

109

 

Weighted-average common shares outstanding, diluted

 

110

 

 

109

 

 

109

 

 

109

 

 

109

 

NOW INC.

SUPPLEMENTAL INFORMATION

 

BUSINESS SEGMENTS (UNAUDITED)

(In millions)

 

Three Months Ended

Year Ended

December 31,

September 30,

December 31,

2020

2019

2020

2020

2019

Revenue:
United States

$

224

$

468

$

228

$

1,153

$

2,240

Canada

 

48

 

76

 

42

 

209

 

319

International

 

47

 

95

 

56

 

257

 

392

Total revenue

$

319

$

639

$

326

$

1,619

$

2,951

NOW INC.

SUPPLEMENTAL INFORMATION (CONTINUED)

 

U.S. GENERALLY ACCEPTED ACCOUNTING PRINCIPLES (GAAP) TO NON-GAAP RECONCILIATIONS

 

NET INCOME (LOSS) TO NON-GAAP EBITDA EXCLUDING OTHER COSTS RECONCILIATION (UNAUDITED)

(In millions)

 

Three Months Ended

Year Ended

December 31,

September 30,

December 31,

2020

2019

2020

2020

2019

 
GAAP net income (loss) (1)

$

(44

)

$

(139

)

$

(22

)

$

(427

)

$

(97

)

Interest, net

 

 

 

 

 

 

 

 

 

4

 

Income tax provision (benefit)

 

(1

)

 

 

 

1

 

 

(3

)

 

4

 

Depreciation and amortization

 

5

 

 

11

 

 

6

 

 

28

 

 

41

 

Other costs (2)

 

11

 

 

133

 

 

 

 

345

 

 

135

 

EBITDA excluding other costs

$

(29

)

$

5

 

$

(15

)

$

(57

)

$

87

 

EBITDA % excluding other costs (3)

 

(9.1

%)

 

0.8

%

 

(4.6

%)

 

(3.5

%)

 

2.9

%

NET INCOME (LOSS) TO NON-GAAP NET INCOME (LOSS) EXCLUDING OTHER COSTS RECONCILIATION (UNAUDITED)

(In millions)

 

Three Months Ended

Year Ended

December 31,

September 30,

December 31,

2020

2019

2020

2020

2019

 
GAAP net income (loss) (1)

$

(44

)

$

(139

)

$

(22

)

$

(427

)

$

(97

)

Other costs, net of tax (4) (5)

 

16

 

 

133

 

 

5

 

 

356

 

 

123

 

Net income (loss) excluding other costs (5)

$

(28

)

$

(6

)

$

(17

)

$

(71

)

$

26

 

DILUTED EARNINGS (LOSS) PER SHARE TO NON-GAAP DILUTED EARNINGS (LOSS) PER SHARE EXCLUDING OTHER COSTS

RECONCILIATION (UNAUDITED)

 

Three Months Ended

Year Ended

December 31,

September 30,

December 31,

2020

2019

2020

2020

2019

 
GAAP diluted earnings (loss) per share (1)

$

(0.40

)

$

(1.27

)

$

(0.20

)

$

(3.91

)

$

(0.89

)

Other costs, net of tax (4)

 

0.15

 

 

1.22

 

 

0.04

 

 

3.26

 

 

1.12

 

Diluted earnings (loss) per share excluding other costs (5)

$

(0.25

)

$

(0.05

)

$

(0.16

)

$

(0.65

)

$

0.23

 

(1)

In an effort to provide investors with additional information regarding our results as determined by GAAP, we disclose various non-GAAP financial measures in our quarterly earnings press releases and other public disclosures. The non-GAAP financial measures include: (i) earnings before interest, taxes, depreciation and amortization (EBITDA) excluding other costs, (ii) net income (loss) excluding other costs and (iii) diluted earnings (loss) per share excluding other costs. Each of these financial measures excludes the impact of certain other costs and therefore has not been calculated in accordance with GAAP. A reconciliation of each of these non-GAAP financial measures to its most comparable GAAP financial measure is included in the schedules herein.

(2)

Other costs for 2020 included $321 million of impairment charges and $18 million in net separation and transaction-related expenses, which are included in operating loss. Other costs for 2020 also included $6 million in pension expense related to the de-risking of our defined benefit plans which is included in other expense. Other costs for 2019 included $128 million of impairment charges and $7 million in separation expenses and transaction costs, approximately half of which are related to the CEO departure, which are included in operating loss.

(3)

EBITDA % excluding other costs is defined as EBITDA excluding other costs divided by Revenue.

(4)

Other costs, net of tax for 2020 included an expense of $17 million from changes in the valuation allowance recorded against the Company’s deferred tax assets; as well as, $317 million related to the impairment charges of goodwill, intangibles, and other assets, $17 million in net separation and transaction-related expenses and $5 million in pension expense related to the de-risking of our defined benefit plans. The Company has excluded the impact of these items on its valuation allowance in computing net income (loss) excluding other costs for 2020.

(5)

Totals may not foot due to rounding.

 


Contacts

Mark Johnson
Senior Vice President and Chief Financial Officer
(281) 823-4754

WARRENVILLE, Ill.--(BUSINESS WIRE)--Fuel Tech, Inc. (NASDAQ: FTEK) (or "the Company"), a technology company providing advanced engineering solutions for the optimization of combustion systems, emissions control and water treatment in utility and industrial applications, today announced the closing of its previously announced private placement that consisted of 5,000,000 shares of the Company’s common stock and warrants to purchase up to an aggregate of 2,500,000 shares of common stock, at purchase price of $5.1625 per share and associated warrant, that was priced at-the-market under Nasdaq rules.


H.C. Wainwright & Co. acted as the exclusive placement agent for the offering.

The gross proceeds to the Company were approximately $25.8 million, before deducting placement agent’s fees and other offering expenses. The common stock purchase warrants have an exercise price of $5.10 per warrant, are immediately exercisable and will expire on the five-and one-half year anniversary of the effective date of the resale registration statement registering the shares and warrant shares.

The Company intends to use the net proceeds from the offering for working capital purposes.

Under an agreement with the investors, the Company is required to file an initial registration statement with the Securities and Exchange Commission covering the resale of the shares of common stock to be issued to the investors no later than February 27, 2021 and to use its best efforts to have the registration statement declared effective as promptly as practical thereafter, and in any event no later than May 18, 2021 in the event of a "full review" by the Securities and Exchange Commission.

The securities offered in the private placement have not been registered under the Securities Act of 1933, as amended, or applicable under state securities laws. Accordingly, the securities may not be offered or sold in the United States except pursuant to an effective registration statement or an applicable exemption from the registration requirements of the Securities Act and such applicable state securities laws. As part of the transaction, the Company has agreed to file a resale registration statement on Form S-3 with the Securities and Exchange Commission within 10 days of the closing to register the resale of the shares of common stock and shares of common stock underlying the warrants issued in the private placement.

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

About Fuel Tech

Fuel Tech develops and commercializes state-of-the-art proprietary technologies for air pollution control, process optimization, water treatment, and advanced engineering services. These technologies enable customers to operate in a cost-effective and environmentally sustainable manner. Fuel Tech is a leader in nitrogen oxide (NOx) reduction and particulate control technologies and its solutions have been in installed on over 1,200 utility, industrial and municipal units worldwide. The Company’s FUEL CHEM® technology improves the efficiency, reliability, fuel flexibility, boiler heat rate, and environmental status of combustion units by controlling slagging, fouling, corrosion, and opacity. Water treatment technologies include DGI™ Dissolved Gas Infusion Systems which utilize a patented nozzle to deliver supersaturated oxygen solutions and other gas-water combinations to target process applications or environmental issues. This infusion process has a variety of applications in the water and wastewater industries, including remediation, aeration, biological treatment, and wastewater odor management. Many of Fuel Tech’s products and services rely heavily on the Company’s exceptional Computational Fluid Dynamics modeling capabilities, which are enhanced by internally developed, high-end visualization software. For more information, visit Fuel Tech’s web site at www.ftek.com.

NOTE REGARDING FORWARD-LOOKING STATEMENTS

This press release contains “forward-looking statements” as defined in Section 21E of the Securities Exchange Act of 1934, as amended, which are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995 and reflect Fuel Tech’s current expectations regarding future growth, results of operations, cash flows, performance and business prospects, and opportunities, as well as assumptions made by, and information currently available to, our management. Fuel Tech has tried to identify forward-looking statements by using words such as “anticipate,” “believe,” “plan,” “expect,” “estimate,” “intend,” “will,” and similar expressions, but these words are not the exclusive means of identifying forward-looking statements. These statements are based on information currently available to Fuel Tech and are subject to various risks, uncertainties, and other factors, including, but not limited to, those discussed in Fuel Tech’s Annual Report on Form 10-K in Item 1A under the caption “Risk Factors,” and subsequent filings under the Securities Exchange Act of 1934, as amended, which could cause Fuel Tech’s actual growth, results of operations, financial condition, cash flows, performance and business prospects and opportunities to differ materially from those expressed in, or implied by, these statements. Fuel Tech undertakes no obligation to update such factors or to publicly announce the results of any of the forward-looking statements contained herein to reflect future events, developments, or changed circumstances or for any other reason. Investors are cautioned that all forward-looking statements involve risks and uncertainties, including those detailed in Fuel Tech’s filings with the Securities and Exchange Commission.


Contacts

Vince Arnone
President and CEO
(630) 845-4500

Devin Sullivan
Senior Vice President
The Equity Group Inc.
(212) 836-9608

HOUSTON--(BUSINESS WIRE)--Sunnova Energy International Inc. ("Sunnova") (NYSE: NOVA), one of the leading U.S. residential solar and storage service providers, and Len X, LLC (“LENX”), a technology focused subsidiary of Lennar Corporation (“Lennar”) (NYSE: LEN and LEN.B), one of the nation’s leading homebuilders, announced today they have entered into a definitive agreement under which Sunnova will acquire Lennar’s residential solar platform (“SunStreet”). In addition to Sunnova’s acquisition of SunStreet, Sunnova will become Lennar’s exclusive residential solar and storage service provider for new home communities with solar across the country.



“We are thrilled to announce our acquisition of SunStreet, and our new strategic partnership with Lennar, which will be a first of its kind in the industry geared towards creating innovative pathways for how new communities are powered,” said William J. (John) Berger, Chief Executive Officer of Sunnova. “Sunnova’s success is built on strong partnerships and shared vision, and this transaction will be no different thanks to our complementary strengths and mutual desire to transform the energy landscape. This agreement will allow Sunnova to increase customer growth, further scale the business, and develop smart microgrids for communities across the U.S.”

“The sale of SunStreet to Sunnova underscores our longstanding focus on and strategy around technology and ESG investment in Lennar’s future,” said Stuart Miller, Executive Chairman of Lennar. “This transaction, in exchange for Sunnova’s stock, represents a long-term investment by Lennar in the company that we believe is best suited to innovate and evolve in the dynamic and rapidly growing field of sustainable energy. We look forward to working with the exceptional team at Sunnova to build industry leading solar products for a better future. Lennar’s homebuilding expertise and volume coupled with Sunnova’s solar expertise and determination creates a winning combination to build best in class products for new homes while enhancing the lives of homeowners.”

The global energy landscape is undergoing an incredible transformation and consumers are demanding more from their energy service providers, especially as people spend more time in their homes and as weather events continue to worsen due to climate change. This consumer awakening is challenging the traditional, centralized power infrastructure, and now more than ever, consumers want access to clean, affordable and reliable power.

Strategic Rationale:

Created by Lennar, SunStreet has a distinct understanding of homebuilding operations that has earned the company a reputation for being a proven leader in the residential solar market for homebuilders. This acquisition will provide a new strategic path that will allow Sunnova to generate significant shareholder value, increase customer growth, and develop clean and resilient residential microgrids across the U.S. Sunnova will be able to bring SunStreet’s proven track record of high-quality, timely installations to additional homebuilders, while working with existing SunStreet customers to enhance their energy independence through the addition of battery storage and other offerings. As Sunnova’s business impact grows, so too will its positive social and environmental impact, helping the company achieve its overarching mission of powering energy independence.

Sunnova SunStreet Acquisition Advantages Include:

  • Captive pipeline: A multi-year supply of homesites and leading market share drives visibility, resulting in higher option value
  • Lower costs: Reduced customer acquisition cost driven by making solar a standard feature
  • Production platform: SunStreet’s seamless integration into the homebuilding process avoids potential operational interruptions
  • Upsell Opportunities: to upsell many of the 250,000+ existing homes built by Lennar in the last decade, and the ~40,000 solar-only SunStreet installations, with Sunnova’s broad portfolio of solar and battery storage service offerings, subject to applicable privacy laws

Lennar and Sunnova Strategic Partnership:

In connection with acquiring Lennar’s residential solar platform, Lennar and Sunnova have agreed to a multi-year strategic partnership, with the potential to align the strategic and economic interests of both companies, with a focus on enhancing Sunnova and SunStreet’s full growth potential. Under the multi-year strategic partnership:

  • Sunnova will become Lennar’s exclusive residential solar and storage service provider
  • Through LENX, a subsidiary of Lennar, the strategic partnership will focus on the development and rollout of innovative energy technologies, such as home storage and community microgrids
  • LENX will maintain an equity ownership interest in Sunnova as well as a commitment to provide tax equity investments to support Sunnova’s homebuilder customer pipeline
  • Sunnova and Lennar share a vision and business ethos to create value for their shareholders by further propelling the energy transition towards decarbonization, and providing cleaner more reliable energy solutions to homeowners

Acquisition Details:

Under the terms of the agreement and earnout agreement, LENX will receive total consideration of up to 7.22 million shares of Sunnova common stock, which is comprised of 3.33 million shares in initial consideration payable at closing and 3.89 million shares in consideration associated with two earnouts. The first earnout of up to 2.78 million shares is associated with achieving certain annual customer commitments over four years. The second earnout of up to 1.11 million shares is associated with the development microgrid communities over the next five years. The transaction also provides for certain registration rights for LENX with respect to the shares of Sunnova common stock it will receive as consideration.

The transaction has been structured in a manner intended to cause the receipt of Sunnova common stock as a result of the agreement not to be a taxable event for Lennar. Lennar has agreed to guarantee the performance of LENX under the merger agreement and certain ancillary agreements.

Both Sunnova and LENX have received the necessary approvals for the definitive agreement.

The acquisition of SunStreet is expected to be completed during the second quarter of 2021, subject to regulatory approvals and other customary closing conditions.

Conference Call Information:

Sunnova and Lennar are hosting a joint conference call for analysts, investors and media to discuss the definitive agreement and strategic partnership at 8:30 a.m. Eastern time, on Wednesday, February 17th, 2021. The conference call can be accessed live over the phone by dialing 866-211-4135, or for international callers, 647-689-6729. A replay will be available two hours after the call and can be accessed by dialing 800-585-8367, or for international callers, 416-621-4642. The conference ID for the live call and replay is 8514849. The replay will be available until February 24, 2021.

Interested investors and other parties may also listen to a simultaneous webcast of the conference call by logging onto the Investor Relations section of Sunnova’s website at www.sunnova.com.

Forward Looking Statements

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. All statements other than statements of historical fact are “forward-looking statements” for purposes of federal and state securities laws. In some cases, you can identify forward-looking statements because they contain words such as "may," "will," "should," "expect," "plan," "anticipate," "going to," "could," "intend," "target," "project," "contemplates," "believe," "estimate," "predict," "potential" or "continue" or the negative of these words or other similar terms or expressions. Similarly, statements herein that describe the acquisition, including its financial and operational impact, impacts on shareholder value or customer growth, the timing of the acquisition, and other statements of the parties’ or management’s plans, expectations, objectives, projections, beliefs, intentions, goals, and statements about the benefits of the acquisition, statements that describe the strategic partnership, including its financial and operational impact, the terms of the strategic partnership, including exclusivity and duration, new energy technologies, any commitments with respect to tax equity, the ownership of Sunnova by LENX, and other statements that are not historical facts are also forward-looking statements. It is uncertain whether any of the events anticipated by the forward-looking statements will transpire or occur, or if any of them do, what impact they will have on the results of operations and financial condition of Sunnova, SunStreet, Lennar, LENX or the price of Sunnova stock or Lennar stock. Sunnova's expectations and beliefs regarding these matters may not materialize, and actual results in future periods are subject to risks and uncertainties that could cause actual results to differ materially from those projected, including, but not limited to, the unpredictability of the commercial success of Sunnova’s, SunStreet’s, Lennar’s or LENX‘s respective businesses or operations; potential adverse reactions or changes to business or employee relationships, including those resulting from the announcement or completion of the acquisition; the risk that any announcements relating to the acquisition could have adverse effects on the market price of common stock of Sunnova or Lennar; the ability of the parties to consummate the acquisition on a timely basis or at all and the satisfaction of the conditions precedent to consummation of the acquisition, including, but not limited to, negotiation and delivery of the strategic partnership agreements and other agreements, completion of satisfactory diligence and regulatory approvals; the ability of the parties to negotiate the terms of the strategic partnership and other agreements or at all; the favorability to either party of the terms of the strategic partnership; the possibility that the acquisition may be more expensive to complete than anticipated, including as a result of unexpected factors or events; the ability to successfully integrate the businesses; the ability of Sunnova to implement its plans, forecasts and other expectations with respect to SunStreet’s business or the strategic partnership after the completion of the acquisition and realize expected benefits; the diversion of management’s attention from ongoing business operations and opportunities; the impact of COVID-19; competition and fluctuations in the solar and home-building markets; availability of capital; ability to attract and retain dealers and customers and our dealer and strategic partner relationships; and litigation relating to the acquisition and the strategic partnership. These forward-looking statements speak only as of the date of this communication, and Sunnova and Lennar expressly disclaim any obligation or undertaking to disseminate any updates or revisions to any forward-looking statement contained herein to reflect any change in Sunnova’s or Lennar’s expectations with regard thereto or any change in events, conditions or circumstances on which any such statement is based. Please refer to the publicly filed documents of Sunnova and Lennar, including the most recent Annual Reports on Form 10-K and Quarterly Reports on Form 10-Q, for additional information about Sunnova and Lennar and about the risks and uncertainties related to the businesses of Sunnova and Lennar which may affect the statements made in this communication.

About Sunnova

Sunnova Energy International Inc. (NYSE: NOVA) is a leading residential solar and energy storage service provider with customers across the U.S. and its territories. Sunnova's goal is to be the source of clean, affordable and reliable energy with a simple mission: to power energy independence so that homeowners have the freedom to live life uninterruptedTM.

About Lennar Corporation

Lennar Corporation (NYSE: LEN), founded in 1954, is the largest homebuilder in the United States by home sale revenues and net earnings. Lennar builds affordable, move-up and active adult homes primarily under the Lennar brand name. Lennar’s Financial Services segment provides mortgage financing, title and closing services primarily for buyers of Lennar’s homes and, through LMF Commercial, originates mortgage loans secured primarily by commercial real estate properties throughout the United States. Lennar’s Multifamily segment is a nationwide developer of high-quality multifamily rental properties. LENx drives Lennar’s technology, innovation and strategic investments. For more about Lennar, please visit www.lennar.com.


Contacts

Contacts (Sunnova)
Investor Relations:
Rodney McMahan, Vice President Investor Relations
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281.971.3323

Media:
Alina Eprimian, Media Relations Manager
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Contacts (Lennar)
Investor Relations:
Ian Frazer, Investor Relations
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480.577.139

Media:
Danielle Tocco, Vice President Communications
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949.789.1633

ANAHEIM, Calif.--(BUSINESS WIRE)--Marubeni Corporation (hereinafter, “Marubeni”) and Retriev Technologies Inc. (hereinafter, “Retriev”) have entered into a Strategic Partnership Agreement with the aim of developing a new circular business for End-of-Life Lithium-ion batteries (hereinafter, “EOL LiB”). The companies will develop a business model by which valuable metals recovered from EOL LiB can be reused.


Retriev is a pioneer and market leader in the North American battery recycling industry. Retriev has a well-respected track record of recycling LiB for over 20 years and has processed over 25 million pounds of batteries, displaying their unwavering commitment to best practice recycling solutions and management. Retriev’s process involves crushing the batteries and then retrieving the valuable metals from the crushed materials. 

Marubeni has grown its presence in the battery industry through such initiatives as acquiring exclusive sales rights to Zambian cobalt in Japan, which it has maintained since 1985, and trading of other critical raw materials for the battery industry. Marubeni has combined this experience with technical knowledge, expertise and a global network in this sector.

For this partnership, Retriev and Marubeni will also cooperate with a chemical maker possessing highly technical knowledge and expertise cultivated through their experience in rechargeable battery industries. This maker also produces sulphate(*1), battery precursor(*2) and cathodes for rechargeable batteries used in both consumer products and electric vehicles.

Moving forward, the quantity of EOL LiB generated is expected to increase in line with LiB market growth driven by rapidly growing demand for electric vehicles. As continuous growth is expected for the LiB market, proper EOL LiB waste management is one of the most critical global challenges for improving the sustainability of the battery supply chain.

Under the strategic partnership, Marubeni and Retriev will develop a circular business model for Battery to Battery Closed Loop Recycling(*3) in the battery industry, and contribute to improving the sustainability of global society through the development and promotion of new circular businesses in the market.

(*1) Sulphate: In the battery materials industry, this specifically refers to cobalt sulphate and nickel sulphate.
(*2) Precursor: In the battery materials industry, this term refers to the material used before calcination process, that will be processed into cathode.
(*3) Closed Loop Recycling: An essential waste management practice by which materials are recycled back into themselves to create another product, removing the waste disposal process.

Company Profiles

Company Name

Marubeni Corporation

Office

Tokyo Nihombashi Tower, 7-1, Nihombashi 2-chome, Chuo-ku, Tokyo, 103-6060, Japan

President and CEO

Masumi Kakinoki

Incorporated

1949

Main Business

Marubeni Corporation and its consolidated subsidiaries use their broad business networks, both within Japan and overseas, to conduct importing and exporting (including third country trading), as well as domestic business, encompassing a diverse range of business activities across wide-ranging fields including lifestyle, ICT & real estate business, forest products, food, agri-business, chemicals, power business, energy, metals & mineral resources, plant, aerospace & ship, finance & leasing business, construction, auto & industrial machinery, and next generation business development. Additionally, the Marubeni Group offers a variety of services, makes internal and external investments, and is involved in resource development throughout all of the above industries.

Website

https://www.marubeni.com

Company Name

Retriev Technologies Inc.

Office

Ohio, United States of America

Factory location

Trail, B.C. Canada (1 factory)
Ohio, United States of America (2 factories )

CEO

Steve Kinsbursky

Incorporated

1992

Main Business

For over 25 years, Retriev has built its reputation as a global leader in battery recycling and management. Retriev’s well-respected track record in research and development, excellent client services, and the highest level of environmental compliance demonstrates its unwavering commitment to the best recycling practices. Today's cutting-edge corporations, government entities, and consumers trust Retriev Technologies for its high level of integrity and environmentally responsible battery recycling and management services.

Website

https://www.retrievtech.com/

 


Contacts

Todd Coy
This email address is being protected from spambots. You need JavaScript enabled to view it.

Company reports record results and proposes dividend increase

SCHAFFHAUSEN, Switzerland--(BUSINESS WIRE)--Garmin® Ltd. (NASDAQ: GRMN), today announced results for the fourth quarter and fiscal year ended December 26, 2020.


Highlights for fourth quarter 2020 include:

  • Total revenue of $1.35 billion, a 23% increase over the prior year quarter, led by robust growth in the marine, fitness and outdoor segments
  • Gross margin of 58.5% compared to 58.0% in the prior year quarter
  • Operating margin improved to 27.5% compared to 25.1% in the prior year quarter
  • Operating income of $371 million, increasing 34% over the prior year quarter
  • GAAP EPS was $1.73 and pro forma EPS(1) was $1.73, representing 34% growth in pro forma EPS over the prior year quarter
  • Added pregnancy tracking to Garmin Connect, providing innovative new tools to women who want to remain fit and healthy during pregnancy
  • Expanded our reach in the recreational diving market with the launch of the new Descent® Mk2i, our first dive watch featuring air integration in combination with the T1 tank transmitter
  • Garmin Autoland was named one of 2020’s greatest innovations by Popular Science and won a Top Flight Award from Aviation International News
  • Recently announced the acquisition of substantially all the assets of GEOS Worldwide Limited, a leading provider of emergency monitoring and response services for customers around the globe

Highlights for fiscal year 2020 include:

  • Fifth consecutive year of revenue and operating income growth
  • Record consolidated revenue of $4.19 billion, an 11% increase
  • Gross margin of 59.3% compared to 59.5% in the prior year
  • Operating margin of 25.2% consistent with the prior year
  • Record operating income of $1.05 billion, increasing 11% over the prior year
  • GAAP EPS was $5.17 and pro forma EPS(1) was $5.14, representing 16% growth over the prior year pro forma EPS

(in thousands, except per share data)

 

13-Weeks Ended

 

 

52-Weeks Ended

 

 

 

December 26,

 

 

December 28,

 

 

YoY

 

 

December 26,

 

 

December 28,

 

 

YoY

 

 

 

2020

 

 

2019

 

 

Change

 

 

2020

 

 

2019

 

 

Change

 

Net sales

 

$

1,351,405

 

 

$

1,102,233

 

 

 

23

%

 

$

4,186,573

 

 

$

3,757,505

 

 

 

11

%

Fitness

 

 

470,811

 

 

 

372,520

 

 

 

26

%

 

 

1,317,498

 

 

 

1,047,527

 

 

 

26

%

Outdoor

 

 

411,935

 

 

 

294,819

 

 

 

40

%

 

 

1,128,081

 

 

 

917,567

 

 

 

23

%

Aviation

 

 

156,969

 

 

 

193,143

 

 

 

(19

)%

 

 

622,820

 

 

 

735,458

 

 

 

(15

)%

Marine

 

 

171,579

 

 

 

115,779

 

 

 

48

%

 

 

657,848

 

 

 

508,850

 

 

 

29

%

Auto

 

 

140,111

 

 

 

125,972

 

 

 

11

%

 

 

460,326

 

 

 

548,103

 

 

 

(16

)%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Gross margin %

 

 

58.5

%

 

 

58.0

%

 

 

 

 

 

 

59.3

%

 

 

59.5

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Operating income %

 

 

27.5

%

 

 

25.1

%

 

 

 

 

 

 

25.2

%

 

 

25.2

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

GAAP diluted EPS

 

 

$1.73

 

 

 

$1.89

 

 

 

(8

)%

 

 

$5.17

 

 

 

$4.99

 

 

 

4

%

Pro forma diluted EPS (1)

 

 

$1.73

 

 

 

$1.29

 

 

 

34

%

 

 

$5.14

 

 

 

$4.45

 

 

 

16

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(1) See attached Non-GAAP Financial Information for discussion and reconciliation of non-GAAP financial measures, including pro forma diluted EPS

Executive Overview from Cliff Pemble, President and Chief Executive Officer:

“In a year filled with unimaginable challenges, Garmin delivered record revenue and profits,” said Cliff Pemble, President and CEO of Garmin. “Strong demand for active lifestyle products fueled our growth, and we expect these trends to continue into 2021. I am very proud of what we have accomplished in 2020 and look forward to the opportunities and challenges of the new year.”

Fitness:

Revenue from the fitness segment grew 26% in the fourth quarter driven by strong demand for advanced wearables and cycling products. Gross margin and operating margin were 53% and 27%, respectively, resulting in 75% operating income growth. During the quarter, we launched the Tacx Boost, a powerful indoor trainer that is easy-to-use and features a magnetic brake, realistic ride-feel and manual resistance control for cyclists of all levels.

Outdoor:

Revenue from the outdoor segment grew 40% in the fourth quarter across all categories led by strong demand for adventure watches. Gross margin and operating margin were 66% and 43%, respectively, resulting in 55% operating income growth. During the quarter, we launched the Mk2i dive watch and T1 tank transmitter adding air integration to our growing lineup of dive electronics.

Aviation:

Revenue from the aviation segment declined 19% in the fourth quarter due to fewer shipments to OEM customers and reduced contributions from ADS-B products. Gross margin and operating margin were 73% and 21%, respectively. During the quarter, we introduced smart rudder bias technology into GFC 600 autopilot systems for select twin engine aircraft, providing control assistance to the pilot in the event of an engine failure.

Marine:

Revenue from the marine segment grew 48% in the fourth quarter across multiple categories led by chartplotters. Gross margin and operating margin were 56% and 24%, respectively, resulting in 92% operating income growth. We recently updated our mid-range GPSMAP chartplotter series with higher resolution displays and more processing power, and we launched the all new StrikerTM Vivid series with enhanced color depth in an entry level fishfinder.

Auto:

Revenue from the auto segment grew 11% during the fourth quarter primarily driven by OEM programs and growth in consumer specialty categories. Gross margin was 42%, and we recorded an operating loss of $12 million in the quarter driven by investments in OEM programs. We recently introduced the new RV 1090 GPS navigator with a new 10-inch high resolution touchscreen display, which further expands our reach in the growing market for recreational vehicles.

Additional Financial Information:

Total operating expenses in the fourth quarter were $420 million, a 16% increase over the prior year. Research and development increased by 23%, primarily due to engineering personnel costs and other expenses related to auto OEM programs. Selling, general and administrative expenses increased 15%, driven primarily by information technology costs and personnel related expenses. Advertising decreased 2%.

The effective tax rate in the fourth quarter was 14.8%. Excluding $11 million of income tax expense due to the revaluation of certain Switzerland deferred tax assets associated with Switzerland tax reform, our pro forma effective tax rate(1) in the fourth quarter of 2020 was 12.0% compared to 15.5% in the prior year quarter. The decrease in the pro forma effective tax rate is primarily due to the migration of intellectual property ownership from Switzerland to the United States.

In the fourth quarter of 2020, we generated approximately $387 million of free cash flow(1), and paid a quarterly dividend of approximately $117 million. We ended the quarter with cash and marketable securities of approximately $2.98 billion.

(1)

See attached Non-GAAP Financial Information for discussion and reconciliation of non-GAAP financial measures, including pro forma effective tax rate and free cash flow.

2021 Guidance (2):

We expect full year 2021 revenue of approximately $4.6 billion with growth in all segments. We expect our full year pro forma EPS to be approximately $5.15 based upon gross margin of approximately 59.2%, operating margin of approximately 23.5% and a full year pro forma effective tax rate of approximately 10.5%.

 

 

2021 Guidance

 

Segment

 

2021 Revenue
Growth Estimates

Revenue

 

~$4.6B

 

Fitness

 

~10%

Gross Margin

 

~59.2%

 

Outdoor

 

~10%

Operating Margin

 

~23.5%

 

Aviation

 

~5%

Pro forma Tax Rate

 

~10.5%

 

Marine

 

~15%

Pro forma EPS

~$5.15

Auto

~5%

(2)

See attached discussion on Forward-looking Financial Measures

Dividend Recommendation:

The board of directors intends to recommend to the shareholders for approval at the annual meeting to be held on June 4, 2021, a cash dividend in the amount of $2.68 per share (subject to possible adjustment based on the total amount of the dividend in Swiss Francs as approved at the annual meeting), payable in four equal installments on dates to be determined by the board. The board currently anticipates the scheduling of the dividend in four installments as follows:

 

 

 

Dividend Date

 

Record Date

 

$s per share

June 30, 2021

 

June 15, 2021

 

$0.67

September 30, 2021

 

September 15, 2021

 

$0.67

December 31, 2021

 

December 15, 2021

 

$0.67

March 31, 2022

 

March 15, 2022

 

$0.67

In addition, the board has established March 31, 2021 as the payment date and March 15, 2021 as the record date for the final dividend installment of $0.61 per share, per the prior approval at the 2020 annual shareholders’ meeting. The first, second and third payments of $0.61 per share were made on June 30, 2020, September 30, 2020, and December 31, 2020, respectively.

Webcast Information/Forward-Looking Statements:

The information for Garmin Ltd.’s earnings call is as follows:

When:

Wednesday, February 17, 2021 at 10:30 a.m. Eastern

Where:

https://www.garmin.com/en-US/investors/events/

How:

Simply log on to the web at the address above or call to listen in at 855-757-3897

An archive of the live webcast will be available until February 16, 2022 on the Garmin website at www.garmin.com. To access the replay, click on the Investors link and click over to the Events Calendar page.

This release includes projections and other forward-looking statements regarding Garmin Ltd. and its business that are commonly identified by words such as “anticipates,” “would,” “may,” “expects,” “estimates,” “plans,” “intends,” “projects,” and other words or phrases with similar meanings. Any statements regarding the Company’s expected fiscal 2021 GAAP and pro forma estimated earnings, EPS, and effective tax rate, and the Company’s expected segment revenue growth rates, consolidated revenue, gross margins, operating margins, potential future acquisitions, currency movements, expenses, pricing, new products launches, statements relating to possible future dividends, statements related to the ongoing impact of the COVID-19 pandemic, and the Company’s plans and objectives are forward-looking statements. The forward-looking events and circumstances discussed in this release may not occur and actual results could differ materially as a result of risk factors and uncertainties affecting Garmin, including, but not limited to, the risk factors that are described in the Annual Report on Form 10-K for the year ended December 26, 2020 filed by Garmin with the Securities and Exchange Commission (Commission file number 0-31983). A copy of Garmin’s 2020 Form 10-K can be downloaded from https://www.garmin.com/en-US/investors/sec/. All information provided in this release and in the attachments is as of December 26, 2020. Undue reliance should not be placed on the forward-looking statements in this press release, which are based on information available to us on the date hereof. We undertake no duty to update this information unless required by law.

This release and the attachments contain non-GAAP financial measures. A reconciliation to the nearest GAAP measure and a discussion of the Company's use of these measures are included in the attachments.

Garmin, the Garmin logo, the Garmin delta, Descent and Tacx are trademarks of Garmin Ltd. or its subsidiaries and are registered in one or more countries, including the U.S. Garmin SubWave, and Striker, are trademarks of Garmin Ltd. or its subsidiaries. All other brands, product names, company names, trademarks and service marks are the properties of their respective owners. All rights reserved

Garmin Ltd. And Subsidiaries

 

Condensed Consolidated Statements of Income (Unaudited)

 

(In thousands, except per share information)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

13-Weeks Ended

 

 

52-Weeks Ended

 

 

 

December 26,

 

 

December 28,

 

 

December 26,

 

 

December 28,

 

 

 

2020

 

 

2019

 

 

2020

 

 

2019

 

Net sales

 

$

1,351,405

 

 

$

1,102,233

 

 

$

4,186,573

 

 

$

3,757,505

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cost of goods sold

 

 

560,422

 

 

 

462,777

 

 

 

1,705,237

 

 

 

1,523,529

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Gross profit

 

 

790,983

 

 

 

639,456

 

 

 

2,481,336

 

 

 

2,233,976

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Advertising expense

 

 

61,135

 

 

 

62,648

 

 

 

151,166

 

 

 

164,456

 

Selling, general and administrative expense

 

 

158,910

 

 

 

138,280

 

 

 

570,245

 

 

 

518,568

 

Research and development expense

 

 

199,672

 

 

 

162,005

 

 

 

705,685

 

 

 

605,366

 

Total operating expense

 

 

419,717

 

 

 

362,933

 

 

 

1,427,096

 

 

 

1,288,390

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Operating income

 

 

371,266

 

 

 

276,523

 

 

 

1,054,240

 

 

 

945,586

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Other income (expense):

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest income

 

 

6,744

 

 

 

13,069

 

 

 

37,002

 

 

 

52,817

 

Foreign currency gains (losses)

 

 

12,627

 

 

 

(4,230

)

 

 

2,825

 

 

 

(16,799

)

Other income

 

 

828

 

 

 

2,051

 

 

 

9,343

 

 

 

5,618

 

Total other income (expense)

 

 

20,199

 

 

 

10,890

 

 

 

49,170

 

 

 

41,636

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Income before income taxes

 

 

391,465

 

 

 

287,413

 

 

 

1,103,410

 

 

 

987,222

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Income tax provision (benefit)

 

 

57,918

 

 

 

(73,379

)

 

 

111,086

 

 

 

34,736

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income

 

$

333,547

 

 

$

360,792

 

 

$

992,324

 

 

$

952,486

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income per share:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

$

1.74

 

 

$

1.90

 

 

$

5.19

 

 

$

5.01

 

Diluted

 

$

1.73

 

 

$

1.89

 

 

$

5.17

 

 

$

4.99

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Weighted average common shares outstanding:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

 

191,278

 

 

 

190,165

 

 

 

191,085

 

 

 

189,931

 

Diluted

 

 

192,303

 

 

 

191,225

 

 

 

191,895

 

 

 

190,899

 

Garmin Ltd. And Subsidiaries

 

Condensed Consolidated Balance Sheets (Unaudited)

 

(In thousands, except per share information)

 

 

 

 

 

 

 

 

 

 

 

 

December 26,
2020

 

 

December 28,
2019

 

Assets

 

 

 

 

 

 

 

 

Current assets:

 

 

 

 

 

 

 

 

Cash and cash equivalents

 

$

1,458,442

 

 

$

1,027,567

 

Marketable securities

 

 

387,642

 

 

 

376,463

 

Accounts receivable, net

 

 

849,469

 

 

 

706,763

 

Inventories

 

 

762,084

 

 

 

752,908

 

Deferred costs

 

 

20,145

 

 

 

25,105

 

Prepaid expenses and other current assets

 

 

191,569

 

 

 

169,044

 

Total current assets

 

 

3,669,351

 

 

 

3,057,850

 

 

 

 

 

 

 

 

 

 

Property and equipment, net

 

 

855,539

 

 

 

728,921

 

Operating lease right-of-use assets

 

 

94,626

 

 

 

63,589

 

 

 

 

 

 

 

 

 

 

Restricted cash

 

 

306

 

 

 

71

 

Marketable securities

 

 

1,131,175

 

 

 

1,205,475

 

Deferred income taxes

 

 

245,455

 

 

 

268,518

 

Noncurrent deferred costs

 

 

16,510

 

 

 

23,493

 

Intangible assets, net

 

 

828,566

 

 

 

659,629

 

Other assets

 

 

189,845

 

 

 

159,253

 

Total assets

 

$

7,031,373

 

 

$

6,166,799

 

 

 

 

 

 

 

 

 

 

Liabilities and Stockholders’ Equity

 

 

 

 

 

 

 

 

Current liabilities:

 

 

 

 

 

 

 

 

Accounts payable

 

$

258,885

 

 

$

240,831

 

Salaries and benefits payable

 

 

181,937

 

 

 

128,426

 

Accrued warranty costs

 

 

42,643

 

 

 

39,758

 

Accrued sales program costs

 

 

109,891

 

 

 

112,578

 

Deferred revenue

 

 

86,865

 

 

 

94,562

 

Accrued advertising expense

 

 

31,950

 

 

 

35,142

 

Other accrued expenses

 

 

149,817

 

 

 

110,461

 

Income taxes payable

 

 

68,585

 

 

 

56,913

 

Dividend payable

 

 

233,644

 

 

 

217,262

 

Total current liabilities

 

 

1,164,217

 

 

 

1,035,933

 

 

 

 

 

 

 

 

 

 

Deferred income taxes

 

 

116,844

 

 

 

114,754

 

Noncurrent income taxes

 

 

92,810

 

 

 

105,771

 

Noncurrent deferred revenue

 

 

49,934

 

 

 

67,329

 

Noncurrent operating lease liabilities

 

 

75,958

 

 

 

49,238

 

Other liabilities

 

 

15,494

 

 

 

278

 

 

 

 

 

 

 

 

 

 

Stockholders’ equity:

 

 

 

 

 

 

 

 

Shares, CHF 0.10 par value, 198,077 shares authorized and issued, 191,571
shares outstanding at December 26, 2020; and 190,686 shares outstanding
at December 28, 2019

 

 

17,979

 

 

 

17,979

 

Additional paid-in capital

 

 

1,880,354

 

 

 

1,835,622

 

Treasury stock

 

 

(320,016

)

 

 

(345,040

)

Retained earnings

 

 

3,754,372

 

 

 

3,229,061

 

Accumulated other comprehensive income

 

 

183,427

 

 

 

55,874

 

Total stockholders’ equity

 

 

5,516,116

 

 

 

4,793,496

 

Total liabilities and stockholders’ equity

 

$

7,031,373

 

 

$

6,166,799

 

Garmin Ltd. And Subsidiaries

 

Condensed Consolidated Statements of Cash Flows (Unaudited)

 

(In thousands)

 

 

 

 

 

 

 

 

 

 

 

 

52-Weeks Ended

 

 

 

December 26,
2020

 

 

December 28,
2019

 

Operating Activities:

 

 

 

 

 

 

 

 

Net income

 

$

992,324

 

 

$

952,486

 

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

 

 

 

 

 

 

 

 

Depreciation

 

 

78,121

 

 

 

71,921

 

Amortization

 

 

48,594

 

 

 

34,254

 

Gain on sale of property and equipment

 

 

(1,799

)

 

 

(233

)

Unrealized foreign currency (gains) losses

 

 

(9,873

)

 

 

18,663

 

Deferred income taxes

 

 

6,931

 

 

 

(88,358

)

Stock compensation expense

 

 

80,885

 

 

 

63,400

 

Realized (gains) losses on marketable securities

 

 

(1,392

)

 

 

(799

)

Changes in operating assets and liabilities, net of acquisitions:

 

 

 

 

 

 

 

 

Accounts receivable, net of allowance for doubtful accounts

 

 

(108,859

)

 

 

(123,401

)

Inventories

 

 

28,726

 

 

 

(170,169

)

Other current and non-current assets

 

 

(33,690

)

 

 

(86,073

)

Accounts payable

 

 

1,447

 

 

 

26,192

 

Other current and non-current liabilities

 

 

87,761

 

 

 

36,660

 

Deferred revenue

 

 

(25,211

)

 

 

(11,032

)

Deferred costs

 

 

11,973

 

 

 

9,335

 

Income taxes payable

 

 

(20,671

)

 

 

(34,297

)

Net cash provided by operating activities

 

 

1,135,267

 

 

 

698,549

 

 

 

 

 

 

 

 

 

 

Investing activities:

 

 

 

 

 

 

 

 

Purchases of property and equipment

 

 

(185,401

)

 

 

(118,031

)

Proceeds from sale of property and equipment

 

 

1,977

 

 

 

529

 

Purchase of intangible assets

 

 

(2,065

)

 

 

(2,377

)

Purchase of marketable securities

 

 

(1,052,640

)

 

 

(789,352

)

Redemption of marketable securities

 

 

1,126,253

 

 

 

758,774

 

Acquisitions, net of cash acquired

 

 

(148,648

)

 

 

(300,289

)

Net cash used in investing activities

 

 

(260,524

)

 

 

(450,746

)

 

 

 

 

 

 

 

 

 

Financing activities:

 

 

 

 

 

 

 

 

Dividends

 

 

(450,631

)

 

 

(417,264

)

Proceeds from issuance of treasury stock related to equity awards

 

 

15,201

 

 

 

27,122

 

Purchase of treasury stock related to equity awards

 

 

(26,330

)

 

 

(25,886

)

Net cash used in financing activities

 

 

(461,760

)

 

 

(416,028

)

 

 

 

 

 

 

 

 

 

Effect of exchange rate changes on cash and cash equivalents

 

 

18,127

 

 

 

(5,942

)

 

 

 

 

 

 

 

 

 

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

 

 

431,110

 

 

 

(174,167

)

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

 

 

1,027,638

 

 

 

1,201,805

 

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

 

$

1,458,748

 

 

$

1,027,638

 

The following table includes supplemental financial information for the consumer auto and auto OEM operating segments that management believes is useful.

Garmin Ltd. And Subsidiaries

 

Net Sales, Gross Profit and Operating Income by Segment (Unaudited)

 

(In thousands)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Auto

 

 

 

 

 

 

 

Fitness

 

 

Outdoor

 

 

Aviation

 

 

Marine

 

 

Total
Auto

 

 

Consumer
Auto

 

 

Auto
OEM

 

 

Total

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

13-Weeks Ended December 26, 2020

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net sales

 

$

470,811

 

 

$

411,935

 

 

$

156,969

 

 

$

171,579

 

 

$

140,111

 

 

$

78,552

 

 

$

61,559

 

 

$

1,351,405

 

Gross profit

 

 

250,603

 

 

 

270,627

 

 

 

114,237

 

 

 

96,347

 

 

 

59,169

 

 

 

41,516

 

 

 

17,653

 

 

 

790,983

 

Operating income

 

 

128,809

 

 

 

179,028

 

 

 

33,718

 

 

 

41,530

 

 

 

(11,819

)

 

 

15,836

 

 

 

(27,655

)

 

 

371,266

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

13-Weeks Ended December 28, 2019

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net sales

 

$

372,520

 

 

$

294,819

 

 

$

193,143

 

 

$

115,779

 

 

$

125,972

 

 

$

88,868

 

 

$

37,104

 

 

$

1,102,233

 

Gross profit

 

 

179,799

 

 

 

194,601

 

 

 

137,537

 

 

 

68,935

 

 

 

58,584

 

 

 

41,945

 

 

 

16,639

 

 

 

639,456

 

Operating income

 

 

73,490

 

 

 

115,701

 

 

 

62,778

 

 

 

21,663

 

 

 

2,891

 

 

 

14,788

 

 

 

(11,897

)

 

 

276,523

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

52-Weeks Ended December 26, 2020

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net sales

 

$

1,317,498

 

 

$

1,128,081

 

 

$

622,820

 

 

$

657,848

 

 

$

460,326

 

 

$

275,493

 

 

$

184,833

 

 

$

4,186,573

 

Gross profit

 

 

697,539

 

 

 

739,777

 

 

 

453,008

 

 

 

384,450

 

 

 

206,562

 

 

 

139,864

 

 

 

66,698

 

 

 

2,481,336

 

Operating income

 

 

318,884

 

 

 

441,085

 

 

 

137,203

 

 

 

175,724

 

 

 

(18,656

)

 

 

41,464

 

 

 

(60,120

)

 

 

1,054,240

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

52-Weeks Ended December 28, 2019

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net sales

 

$

1,047,527

 

 

$

917,567

 

 

$

735,458

 

 

$

508,850

 

 

$

548,103

 

 

$

365,511

 

 

$

182,592

 

 

$

3,757,505

 

Gross profit

 

 

532,604

 

 

 

598,443

 

 

 

543,385

 

 

 

302,949

 

 

 

256,595

 

 

 

172,218

 

 

 

84,377

 

 

 

2,233,976

 

Operating income

 

 

191,858

 

 

 

334,041

 

 

 

252,943

 

 

 

109,876

 

 

 

56,868

 

 

 

63,299

 

 

 

(6,431

)

 

 

945,586

 

Garmin Ltd. And Subsidiaries

Net Sales by Geography (Unaudited)

(In thousands)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

13-Weeks Ended

 

 

52-Weeks Ended

 

 

December 26,

 

 

December 28,

 

 

YoY

 

 

December 26,

 

 

December 28,

 

 

YoY

 

 

2020

 

 

2019

 

 

Change

 

 

2020

 

 

2019

 

 

Change

Net sales

 

$

1,351,405

 

 

$

1,102,233

 

 

23%

 

 

$

4,186,573

 

 

$

3,757,505

 

 

11%

Americas

 

 

595,720

 

 

 

528,362

 

 

13%

 

 

 

1,968,080

 

 

 

1,817,770

 

 

8%

EMEA

 

 

536,822

 

 

 

407,908

 

 

32%

 

 

 

1,579,749

 

 

 

1,350,533

 

 

17%

APAC

 

 

218,863

 

 

 

165,963

 

 

32%

 

 

 

638,744

 

 

 

589,202

 

 

8%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

EMEA - Europe, Middle East and Africa

APAC - Asia Pacific and Australian Continent

Non-GAAP Financial Information

To supplement our financial results presented in accordance with GAAP, this release includes the following measures defined by the Securities and Exchange Commission as non-GAAP financial measures: pro forma effective tax rate, pro forma net income (earnings) per share and free cash flow. These non-GAAP measures are not based on any comprehensive set of accounting rules or principles and should not be considered a substitute for, or superior to, financial measures calculated in accordance with GAAP, and may be different from non-GAAP measures used by other companies, limiting the usefulness of the measures for comparison with other companies. Management believes providing investors with an operating view consistent with how it manages the Company provides enhanced transparency into the operating results of the Company, as described in more detail by category below.

The tables below provide reconciliations between the GAAP and non-GAAP measures.

Pro forma effective tax rate

The Company’s income tax expense is periodically impacted by discrete tax items that are not reflective of income tax expense incurred as a result of current period earnings. Therefore, management believes disclosure of the effective tax rate and income tax provision before the effect of certain discrete tax items are important measures to permit investors' consistent comparison between periods.

Garmin Ltd. And Subsidiaries

 

Pro Forma Effective Tax Rate

 

(In thousands, except effective tax rate (ETR) information)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

13-Weeks Ended

 

 

52-Weeks Ended

 

 

 

December 26,

 

 

December 28,

 

 

December 26,

 

 

December 28,

 

 

 

2020

 

 

2019

 

 

2020

 

 

2019

 

 

 

$

 

 

ETR(1)

 

 

$

 

 

ETR(1)

 

 

$

 

 

ETR(1)

 

 

$

 

 

ETR(1)

 

U.S GAAP income tax provision (benefit)

 

$

57,918

 

 

14.8%

 

 

$

(73,379

)

 

(25.5)%

 

 

$

111,086

 

 

10.1%

 

 

$

34,736

 

 

3.5%

 

Pro forma discrete tax items:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Uncertain Tax Reserve Release (2)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

14,308

 

 

 

 

 

 

 

 

 

 

 

 

 

Switzerland deferred tax assets (3)

 

 

(11,016

)

 

 

 

 

 

 

117,989

 

 

 

 

 

 

 

(11,016

)

 

 

 

 

 

 

117,989

 

 

 

 

 

Pro forma income tax provision

 

$

46,902

 

 

12.0%

 

 

$

44,610

 

 

15.5%

 

 

$

114,378

 

 

10.4%

 

 

$

152,725

 

 

15.5%

 

(1) Effective tax rate is calculated by taking the income tax provision divided by income before taxes, as presented on the face of the Condensed Consolidated Statements of Income.

 

(2) In second quarter 2020, the Company recognized a $14.3 million income tax benefit due to the release of uncertain tax position reserves associated with the 2014 intercompany restructuring, which was a pro forma adjustment in 2014. The impact of the reserve release is not reflective of income tax expense incurred as a result of current period earnings and therefore affects period-to-period comparability.

 

(3) In fourth quarter 2019, a $118 million income tax benefit was recognized resulting from the revaluation and step-up of certain Switzerland deferred tax assets as a result of the enactment of Switzerland Federal and Schaffhausen cantonal tax reform and related transitional measures. In fourth quarter 2020, certain Switzerland deferred tax assets related to the Switzerland tax reform transitional measures were revalued resulting in an $11 million income tax expense. The impact of the revaluation of these Switzerland deferred tax assets is not reflective of income tax expense incurred as a result of current period earnings and therefore affects period-to-period comparability.


Contacts

Investor Relations Contact:
Teri Seck
913/397-8200
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Media Relations Contact:
Carly Hysell
913/397-8200
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53 companies and counting across the globe, representing almost every sector of the economy, have now committed to net-zero carbon emissions by 2040, demonstrating the global impact of The Climate Pledge

SEATTLE--(BUSINESS WIRE)--Today, Amazon and Global Optimism announced that 20 new signatories around the world have joined The Climate Pledge: ACCIONA, Colis Prive, Cranswick plc, Daabon, FREE NOW, Generation Investment Management, Green Britain Group, Hotelbeds, IBM, Iceland Foods, Interface, Johnson Controls, MiiR, Ørsted, Prosegur Cash, Prosegur Compañia de Seguridad, Slalom, S4Capital, UPM, and Vanderlande.


With the addition of the new signatories, 53 companies across 18 industries and 12 countries have committed to working toward net-zero carbon in their worldwide businesses — which in aggregate has the potential to significantly reduce corporate carbon emissions. Each organization is at a different stage in its journey to net-zero carbon emissions, but all 53 signatories are committed to The Climate Pledge’s ambitious goal of meeting the Paris Agreement 10 years early.

Signatories to The Climate Pledge agree to:

  • Measure and report greenhouse gas emissions on a regular basis.
  • Implement decarbonization strategies in line with the Paris Agreement through real business changes and innovations, including efficiency improvements, renewable energy, materials reductions, and other carbon emission elimination strategies.
  • Neutralize any remaining emissions with additional, quantifiable, real, permanent, and socially beneficial offsets to achieve net-zero annual carbon emissions by 2040 — a decade ahead of the Paris Agreement’s goal of 2050.

The 20 new signatories represent diverse economic sectors, ranging from energy to agricultural and financial services.

Each company is implementing science-based, high-impact changes to its business to help decarbonize the value chain, including innovating in circular economy, deploying clean energy solutions, and mobilizing supply chains to reach net-zero by 2040.

“As the U.S. takes an important step forward in the fight against climate change by officially rejoining the Paris Agreement this week, I am excited to welcome 20 new companies to The Climate Pledge who want to go even faster,” said Jeff Bezos, Amazon founder and CEO. “Amazon co-founded The Climate Pledge in 2019 to encourage companies to reach the goals of the Paris Agreement 10 years early, and we’re seeing incredible momentum behind the pledge with 53 companies from 18 industries across 12 countries already joining. Together, we can use our collective scale to help decarbonize the economy and preserve Earth for future generations.”

Amazon and Global Optimism welcome these new signatories and thank them for their commitment:

ACCIONA

ACCIONA (ANA.MC) is a global leader in sustainable solutions, ranging from renewable energy to water treatment plants, mass transit systems, and other resilient, low-carbon social infrastructure. The mitigation of climate change and its effects lies at the heart of the company’s business rationale. ACCIONA is the world’s greenest utility, operating solely with renewable energy, and an innovator in all fields of sustainable infrastructure. ACCIONA became carbon neutral in 2016, the first company in the energy and infrastructure sectors to do so. In line with the latest climate science, ACCIONA is committed to reducing its direct and energy consumption emissions by 60% between 2017 and 2030, as well as a 47% decrease in value chain emissions, consistent with the Paris Climate Agreement’s most ambitious goal of limiting global warming to no more than 1.5ºC above pre-industrial levels. ACCIONA’s emission reduction targets have been certified by the Science Based Targets initiative (SBTi).

“We urgently need more businesses to commit to regenerative, net-zero carbon growth pathways to avert the threat of catastrophic and irreversible climate change,” said José Manuel Entrecanales, ACCIONA chairman and CEO. “I hope more companies sign up for The Climate Pledge to push for the critical mass of companies we need to really move the needle on carbon emissions.”

Colis Prive

A leader in last mile operations, Colis Prive specializes in home and relay delivery, collecting parcels from e-merchants and executing final delivery. Since its founding in 1993, the company continues to take pride in pursuing consistent improvements in its delivery service. With four hubs across France and a network of 3,500 delivery associates, Colis Prive has delivered more than 63 million parcels. Knowing the significant impact of its operations on the environment, Colis Prive is committed to limiting its greenhouse gas (GHG) emissions, with a particular focus on reducing those resulting from last mile deliveries. The company is also doubling down on energy efficiency thanks to the implementation of the ISO 50001 energy standard, aimed at providing global companies a precise framework for setting up an operational and sustainable energy management system to continually reduce their energy use.

“At Colis Prive we’re committed to running a responsible business across our operations, and that includes prioritizing sustainable practices,” said Frédéric Pons, Colis Prive co-founder and chairman. “Joining this global project confirms our engagement alongside Amazon to adapt, learn, measure and optimize our processes. We’re thrilled to be the first parcel delivery company to join The Climate Pledge, and we look forward to working with Amazon, Global Optimism, and other signatories to become carbon-neutral by 2040.”

Cranswick plc

As one of the largest food producers in Britain, Cranswick plc is committed to integrating sustainable practices throughout its operations, from farming to sourcing and producing. With its Second Nature sustainability strategy at the center, the company is focused on decarbonizing its farms and significantly reducing food loss and overall resource waste in its supply chain and production, all by 2040. In the last two years Cranswick plc has made significant progress, including switching to 100% renewable grid-supplied electricity, reducing edible food waste down to 0.4% of total production, and removing over 1,200 tonnes of plastic from its operations.

“At Cranswick we’re committed to running a responsible business across our operations, and that includes prioritizing sustainable practices,” said Adam Couch, Cranswick plc CEO. “We want to be part of the solution to climate change, and help inspire positive change across the broader value chain. We believe joining The Climate Pledge reinforces our commitment to sustainability and will have a critical role in enabling us to be that positive influence.”

Daabon

Based in Santa Marta, Colombia, Daabon Group is a leader in the production and processing of organic crops such as bananas, Hass avocado, coffee, and palm oil in South America. The company has worked extensively on circular economy to manage and develop its production processes in a sustainable way. Daabon was the first organic palm oil company to be certified sustainable by the Rainforest Alliance and RSPO in Latin America. The company has developed an innovative process that captures methane gas produced by the organic waste to be used as fuel for energy.

“At Daabon our ambition is to run a sustainable and socially responsible business,” said Manuel Julián Dávila, Daabon Group CEO. “We are proud of what our team has achieved to tackle environmental challenges, but we can go much further. We are convinced that by joining The Climate Pledge, we will make significant progress in achieving net-zero carbon by 2040.”

FREE NOW

Serving more than 50 million passengers in over 150 cities across Europe, FREE NOW recognizes the urgent need for more environmentally friendly transportation. The company is already committed to shifting 50% of its FREE NOW vehicles across Europe to zero emissions by 2025 and making all passenger trips emission free by 2030. To achieve these ambitious goals, the company is investing millions in supporting drivers to switch to electric vehicles and promoting electric options among customers.

“It is our ambition and our commitment to the cities where we operate to do our bit to reduce emissions and make it easier for people to make environmentally friendly choices,” said Marc Berg, FREE NOW CEO. “We are proud of the progress we’ve already made toward our commitments, but we can go much further. We are thrilled to be joining other sustainability minded companies with The Climate Pledge.”

Generation Investment Management

Generation Investment Management (Generation), founded in 2004, is playing an integral role in the development of sustainable investing and in demonstrating the long-term benefits of this approach. The firm integrates sustainability factors into its investment decisions, engagement with portfolio companies, and a wide range of advocacy and impact initiatives. Generation is committed to aligning investment portfolios with net-zero greenhouse gas (GHG) emissions by 2040 or sooner, in line with the goals of the Paris Agreement on climate change. The firm is helping to lead efforts across the investment management industry to build a coalition of managers willing to make a collective commitment to the goal of net-zero emissions. In December 2020, this led to the launch of the Net Zero Asset Managers initiative on the fifth anniversary of the conclusion of the Paris Agreement. This initiative launched with 30 asset managers as founding signatories, responsible for over USD 9 trillion of assets under management.

“We believe that climate change demands urgent and universal action,” said David Blood, Generation senior partner. “There is still time to keep temperatures from rising to truly catastrophic levels, but a huge effort is needed to halve global emissions this decade. We stand with fellow signatories of The Climate Pledge in a commitment to being net zero by 2040. By joining The Climate Pledge we are reinforcing our commitment to sustainability, and we’re pleased to join a community that will share knowledge, ideas, and best practices.”

Green Britain Group

The Green Britain Group exists in the pursuit of sustainability through business. Its main operations are Ecotricity, the world’s first green energy company, and Forest Green Rovers football club (FGR), recognized by the global governing body, FIFA, as the greenest in the game. Founded by Entrepreneur Dr. Dale Vince OBE, the Green Britain Group is focused on tackling environmental and sustainability issues in three areas — energy, transport, and food. Ecotricity now powers over 200,000 homes and businesses with 100% renewable electricity and carbon-neutral gas from its UK-wide network of wind and solar parks. FGR became the world’s first sports club to be certified carbon neutral by the United Nations in 2017 and is recognized as the world’s greenest football club. FGR has recently been granted planning permission for the construction of Eco Park, a pioneering, new all-wood stadium designed to showcase what’s possible in the pursuit of sustainability.

“When I started Ecotricity back in 1995 we were the world’s first green energy company, and in 25 years, things have come a long way — but there’s still much more we all need to do in order to have a zero-carbon country,” said Dr. Dale Vince OBE, Green Britain Group founder. “Having a greener life isn’t about giving things up — we just need to do the things we do, but differently. We’re looking forward to working with Amazon, Global Optimism, and others in The Climate Pledge. Businesses of all sizes need to collaborate and find new ways of tackling climate change, and we have to take everyone on that journey with us.”

Hotelbeds

Hotelbeds is doubling down on its environmental commitments to help lead the charge in sustainable tourism. Certified Carbon Neutral by Carbon Footprint Ltd. for the third year running, the company, which works closely with the Global Sustainable Tourism Council (GSTC), is already making great strides in prioritizing carbon reduction across its operations. In 2020 the company launched The Green Hotels Program with the goal of accelerating the transition of the travel industry towards sustainability. Hotelbeds now has over 15,000 properties within its portfolio certified as sustainable.

“As the leaders in our sector, we have a clear responsibility to demonstrate to our stakeholders that we operate a responsible, transparent business model and that we take very seriously the environmental impact we have,” said Joan Vilà, Hotelbeds executive chairman. “We recognize our critical responsibility to protect our planet and the destinations where we operate, and we believe this is a time to double down on our investment to create a more sustainable future. We are thrilled to continue with this work as a part of The Climate Pledge.”

Iceland Foods

Iceland Foods seeks to build a growing, profitable, and responsible business that does the right thing for its customers, partners, communities, and the planet. The company has a long history of caring for the environment and exercising sustainable practices, aligning its ambitions with the United Nations’ Sustainable Development Goals. Iceland Foods is focused on eliminating single-use plastics, and developing solutions and implementing changes to cut the carbon and waste associated with food and drink. The company has already made great strides in reducing its carbon footprint by 74% since 2011.

“At Iceland Foods, we believe that every business has a moral responsibility to take ambitious action to address these major and urgent sustainability issues; it is also a commercial imperative for any business that hopes to have a future,” said Richard Walker, Iceland Foods managing director. “We are honored and delighted to be the first food retailer to join The Climate Pledge and commit to be net-zero carbon by 2040.”

IBM

IBM is committing to reach net zero by 2030 as part of its efforts to protect the planet. IBM has been committed to environmental leadership for decades, having issued its first corporate policy on environmental responsibility in 1971. The company has disclosed its environmental performance since 1990, began disclosing its CO2 emissions in 1995, and has sustained a goal to reduce CO2 emissions since 2000. In 2007, IBM publicly stated its position on climate change, saying that “climate change is a serious concern that warrants meaningful action on a global basis to stabilize the atmospheric concentration of greenhouse gases.” IBM has fully supported the Paris Agreement since 2015, and in 2019 became a founding member of the Climate Leadership Council, supporting its bipartisan plan for a carbon tax with carbon dividend.

“IBM is pleased to join The Climate Pledge and collaborate with others to reduce greenhouse gas emissions,” said Jim Whitehurst, IBM president. “IBM aims to have net zero carbon emissions by 2030, before the aspiration of the Paris Agreement, in line with our long commitment to the environment.”

Interface

For over 25 years, global flooring manufacturer Interface has focused on climate action — first by reducing the carbon emissions in its operations and supply chain, and then by reducing the carbon emissions of its products. Last year, Interface introduced the world’s first carbon negative carpet tile when measured cradle to gate, and in 2018, the company launched its Carbon Neutral Floors program, certifying that all Interface flooring products are carbon neutral across their full product life cycle. Recognizing it can go even further, Interface continues to look at additional carbon reduction opportunities with the goal of becoming a carbon negative enterprise by 2040.

“Climate change is one of the biggest challenges facing humanity, and it’s no longer enough to limit the damage we do — we need to consider how we can leave a positive impact,” said Dan Hendrix, Interface chairman and CEO. “At Interface, our goal is to reverse global warming by taking steps to restore the health of the planet. This is why we are delighted to join The Climate Pledge. Only by working together will we be able to create a climate fit for life.”

Johnson Controls

Johnson Controls is the global leader in smart, healthy, and sustainable buildings. Its mission is to reimagine the performance of buildings to serve people, places, and the planet. With a long-standing commitment to protecting and preserving the environment, the company is focused on empowering customers and communities to streamline building operations and deliver energy efficiencies that will help them meet their environmental goals. Johnson Controls is driving sustainability across its entire value chain by focusing on solutions, people, partnerships, performance, and governance. The company has already made great strides in reducing its greenhouse gas emissions intensity, increasing its reliance on clean energy, and improving waste reduction across many of its plants.

“Sustainability is at the heart of our business and fundamental to everything we do as a company,” said George Oliver, Johnson Controls chairman and CEO. “Climate change is one of the greatest challenges facing the planet today. Our recent announcement to achieve net-zero carbon emissions by 2040 through innovations and technologies, such as our OpenBlue platform, further demonstrates our commitment to protect and preserve the environment. We are looking forward to further enhancing the role we can play by working with Amazon, Global Optimism, and other signatories to reach net-zero carbon emissions a decade before the important Paris Agreement’s goal.”

MiiR

MiiR is a generosity-driven company that creates thoughtfully-designed drinkware through its social and environmental mission. Every MiiR product sold helps fund trackable projects around the world, and to-date has granted $1.6 million to non-profit organizations focused on social and environmental causes. Since MiiR was founded in 2010, the company has partnered with numerous nonprofits across the world to fund long term, sustainable projects in the water, sanitation, and hygiene (WASH) sector. The company has also launched numerous projects focused on protecting and preserving the planet’s natural resources for generations to come, as well as investing in organizations and programs that build strong communities. MiiR empowers its customers to know the impact of their purchase, including a Give Code on every product which enables customers to see how their purchase is helping fund these ongoing giving projects.

“Water, earth, and the relationship that people have with both are critical to our daily lives, and we need to make sure these basic ingredients are cared for and nourished,” said Bryan Papé, MiiR founder and CEO. “MiiR continues to emphasize and celebrate these fundamental elements by aligning our giving projects to support clean water, a healthy environment, and strong communities. We are incredibly proud of our accomplishments so far, and we are thrilled to continue with this work as a part of The Climate Pledge.”

Ørsted

Ørsted is committed to reaching carbon neutral energy generation and operations by 2025. Previously one of the most fossil fuel intensive utilities in Europe, now ranked the most sustainable energy company in the world by the 2021 Global 100 index, Ørsted has already made meaningful strides toward this ambitious commitment. Since 2006, Ørsted has shrunk its own carbon emissions by 87%. Today, more than 30% of the world’s offshore wind power is installed by Ørsted, and it operates the world’s largest offshore wind farm, Hornsea 1 in the UK, powering well over one million UK homes.

“The Ørsted vision is a world that runs entirely on green energy, and we are committed to taking a leading role in fundamentally reshaping how the world generates and consumes energy,” said Mads Nipper, Ørsted CEO. “Having transformed our own business, we now aspire to be a catalyst for change, helping companies and politicians make bold near-term decisions, because together we can mitigate climate change and create true, meaningful impact on the world. It is a great pleasure to continue with this work as a part of The Climate Pledge.”

Prosegur Group

Today two members of Prosegur Group, Prosegur Compañia de Seguridad and its subsidiary Prosegur Cash, are committing to net-zero carbon emissions by 2040, reinforcing the company’s focus on sustainable operations. As a global leader in private security, Prosegur Group is committed to lead by example in reducing its environmental impact, generating quality employment, ensuring the health and safety of its workers, complying with regulations, and respecting human rights and good governance. Prosegur Group is already targeting decarbonization of its vehicle fleet, introducing hybrid and electric vehicles into its operations and commercial fleets. Prosegur Cash has also introduced the world's first 100% electric armored truck, a zero-emission vehicle.

“At Prosegur Group, we are not only committed to making the world a safer place, taking care of people and businesses, we also recognize the urgent action needed to protect and heal our planet,” said Christian Gut, Prosegur CEO. “We are convinced that by joining The Climate Pledge, we will make significant progress in achieving net-zero carbon by 2040.”

Slalom

Slalom is committed to operating every part of its business in ways that are sustainable and responsible, while creating innovative solutions to the world’s biggest challenges. The company released its first corporate social responsibility report last year, which included aspirational goals to achieve carbon-neutral emissions and shift to 100% renewable energy by 2030. As Slalom advances its own corporate responsibility efforts across its operations, the company is also scaling its expertise to help customers do the same.

“Protecting the environment for future generations directly ties to Slalom’s purpose and core values,” said Tony Rojas, Slalom president. “We believe embracing sustainability — including achieving carbon-neutral emissions and shifting to 100% renewable energy by 2030 — will enable us to improve the health of the planet and help meet the challenges of our customers and communities where we work and live. We’re thrilled to be joining other companies who are showing their sustainability commitment through The Climate Pledge.”

S4Capital

S4Capital’s ambition to apply the power of creativity and technology to the greater good is evidenced in a series of actions: its support for the Ten Principles of the UN’s Global Compact on Human Rights, Labour, Environment, and Anti-Corruption; its signing the EU Green Deal; and its commitment to report GHG emissions from 2020. Realizing its role in helping brands transform both inside and out, S4Capital is dedicated to adopting exemplary sustainable practices unique among its peers in the creative and marketing industry.

“We believe that the focus on ESG is crucial and we are growing S4Capital in a responsible and sustainable way, for the long-term benefit of all,” said Sir Martin Sorrell, S4Capital executive chairman. “There’s an opportunity for our global team to combine each of our expertise toward the greater good and address critical global issues like climate change together. This is why we are delighted to join The Climate Pledge community. Only by working together, will we be able to rise to the challenge, curb our emissions, and reach net-zero carbon by 2040.”

UPM

UPM is a global forest industry leader with a purpose to create a future beyond fossils.


Contacts

Amazon.com, Inc.
Media Hotline
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www.amazon.com/pr


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RYE, N.Y.--(BUSINESS WIRE)--Gabelli Funds, LLC, will host the 7th Annual Waste & Environmental Services Symposium on Thursday, March 18, 2021, via webcast. This timely conference will feature presentations by senior management of several leading companies, with an emphasis on industry dynamics, new technologies, and company fundamentals.

Presenting Companies:
Sharps Compliance Corp. (NASDAQ: SMED)
Waste Management, Inc. (NYSE: WM)
Waste Connections (NYSE: WCN)
Crown Holdings (NYSE: CCK)
Casella Waste Systems Inc. (NASDAQ: CWST)
Republic Services, Inc. (NYSE: RSG)
Darling Ingredients, Inc. (NYSE: DAR)
Renewable Energy Group (NASDAQ: REGI)
Covanta (NYSE: CVA)
U.S. Ecology, Inc. (NASDAQ: ECOL)
Pyrogenesis (TSX: PYR)
Loop Industries, Inc. (NASDAQ: LOOP)
Powerhouse Energy (LXE: PHE)
BioHiTech Global, Inc. (NASDAQ: BHTG)

Details:
March 18, 2021
8:00 am - 4:00 pm
Virtual Conference

Gabelli Funds, LLC is a registered investment adviser with the Securities and Exchange Commission and is a wholly owned subsidiary of GAMCO Investors, Inc.


Contacts

Tony Bancroft
Analyst
(914) 921-5083

For further information please visit www.gabelli.com.

~Company is cashed up for growth as approximately 95% of outstanding $0.70 warrants get exercised driving early note repayment and stronger balance sheet~

VANCOUVER, British Columbia--(BUSINESS WIRE)--$GRN #GRN--Greenlane Renewables Inc. (“Greenlane”) (TSX: GRN / FSE: 52G) is pleased to announce the early repayment in full, including principal and interest, of an outstanding promissory note owing to Pressure Technologies plc (“PT”) in the amount of $6.0 million. The promissory note was part of the initial consideration owing to PT as part of the original transaction to spin out Greenlane as a separate company. The promissory note had a maturity date of June 30, 2021 as outlined in the Framework Agreement with PT announced July 2, 2020. With this early repayment of the promissory note, all liabilities to PT have been eliminated.


Providing the capital for the promissory note repayment are the funds received from the exercise of approximately 95% of the Company’s 11.5 million $0.70 non-listed warrants, which are set to expire on February 19, 2021. The exercise to date generated gross proceeds to Greenlane of approximately $7.6 million.

“The early retirement of the promissory note is a reflection of the hard work and success that we have experienced over the past twelve months,” said Brad Douville, President and CEO of Greenlane. “The renewable natural gas industry continues to grow and we have been able to capitalize on this growth while strengthening our financial position. With no debt, the proceeds from the recent equity financing, and a more simplified capital structure, Greenlane is exceptionally well positioned for continued growth through expansion of our existing business and execution of our strategic initiatives.”

About Greenlane Renewables

Greenlane Renewables is a leading global provider of biogas upgrading systems that are helping decarbonize natural gas. Our systems produce clean, low-carbon renewable natural gas from organic waste sources including landfills, wastewater treatment plants, dairy farms, and food waste, suitable for either injection into the natural gas grid or for direct use as vehicle fuel. Greenlane is the only biogas upgrading company offering the three main technologies: water wash, pressure swing adsorption, and membrane separation. With over 30 years industry experience, patented proprietary technology, and over 110 biogas upgrading systems supplied into 18 countries worldwide, including the world’s largest biogas upgrading facility, Greenlane is inspired by a commitment to helping waste producers, gas utilities or project developers turn a low-value product into a high-value low-carbon renewable resource. For further information, please visit www.greenlanerenewables.com.

FORWARD LOOKING INFORMATION – This news release contains “forward-looking information” within the meaning of applicable securities laws. All statements contained herein that are not historical in nature contain forward-looking information. Forward-looking information can be identified by words or phrases such as “may”, “expect”, “likely”, “should”, “would”, “plan”, “anticipate”, “intend”, “potential”, “proposed”, “estimate”, “believe” or the negative of these terms, or other similar words, expressions and grammatical variations thereof, or statements that certain events or conditions "may" or "will" happen. The forward-looking information contained in this press release includes statements regarding growth and strategic initiatives.. The forward-looking information contained herein is made as of the date of this press release and is based on assumptions management believed to be reasonable at the time such statements were made, including management's perceptions of future growth, results of operations, operational matters, historical trends, current conditions and expected future developments, as well as other considerations that are believed to be appropriate in the circumstances. While management considers these assumptions to be reasonable based on information currently available to management, there is no assurance that such expectations will prove to be correct. By their nature, forward-looking information is subject to inherent risks and uncertainties that may be general or specific and which give rise to the possibility that expectations, forecasts, predictions, projections or conclusions will not prove to be accurate, that assumptions may not be correct and that objectives, strategic goals and priorities will not be achieved. A variety of factors, including known and unknown risks, many of which are beyond the Company’s control, could cause actual results to differ materially from the forward-looking information in this press release. Such factors include, without limitation, risks identified in the Company's annual information form, base shelf prospectus and prospectus supplement, which have been filed under the Company's SEDAR profile at www.sedar.com. Readers are cautioned not to put undue reliance on forward-looking information. The Company undertakes no obligation to update or revise any forward-looking information, whether as a result of new information, future events or otherwise, except as required by applicable law. Forward-looking statements contained in this news release are expressly qualified by this cautionary statement.


Contacts

Incite Capital Markets
Eric Negraeff / Darren Seed
Ph: 604.493.2004
Brad Douville, President & CEO, Greenlane Renewables
Email: This email address is being protected from spambots. You need JavaScript enabled to view it.

MOUNTAIN VIEW, Calif.--(BUSINESS WIRE)--Aeva, Inc. (“Aeva”), a leader in next generation 4D LiDAR sensing and perception systems, and InterPrivate Acquisition Corp., a publicly traded special purpose acquisition company (“InterPrivate”) (NYSE: IPV), are releasing a webcast tomorrow, February 18, 2021, at 11:00 a.m. EST for investors to learn more about Aeva’s unique FMCW 4D LiDAR on a chip technology and collaborations to bring 4D LiDAR to mass scale.


The webcast will be available on Aeva’s investor website, www.aeva.ai/investors/, and will remain on the page for future viewings.

Aeva remains on track to complete its previously announced business combination with InterPrivate in the first quarter of 2021. The business combination is expected to provide up to $563M in gross proceeds. The combined company is expected to be listed on the New York Stock Exchange under the ticker symbol “AEVA”.

InterPrivate will hold a Special Meeting of Stockholders on March 11, 2021 to approve the proposed business combination. Stockholders who own shares of InterPrivate as of January 25, 2021, should submit their vote by 5:00 p.m. EST on March 10, 2021. For more information on how to vote, please visit www.ipvspac.com/vote. InterPrivate stockholders who need assistance in completing the proxy card, need additional copies of the proxy materials, or have questions regarding the Special Meeting may contact InterPrivate’s proxy solicitor, Morrow Sodali LLC, by telephone at (800) 449-0910 or by email at This email address is being protected from spambots. You need JavaScript enabled to view it..

About Aeva

Founded in 2017 by former Apple engineers Soroush Salehian and Mina Rezk, and led by a multidisciplinary team of engineers and operators, Aeva is building the next-generation of sensing and perception for autonomous vehicles and beyond. Aeva is backed by Adage Capital, Porsche SE, Lux Capital and Canaan Partners, amongst others. For more information, visit www.aeva.com.

About InterPrivate Acquisition Corp.

InterPrivate is a blank check company organized for the purpose of effecting a merger, share exchange, asset acquisition, stock purchase, recapitalization, reorganization, or other similar business combination with one or more businesses or entities. InterPrivate is controlled by affiliates of Ahmed M. Fattouh, Chairman and Chief Executive Officer, and InterPrivate LLC, a private investment firm founded by Mr. Fattouh that invests on behalf of a consortium of family offices in partnership with independent sponsors from the private equity and venture capital industries. InterPrivate focused its efforts on evaluating business combination targets by leveraging InterPrivate’s network of independent sponsors, family offices and private equity and venture capital firms. InterPrivate is an emerging growth company as defined in the Jumpstart Our Business Startups Act of 2012. For more information, visit www.ipvspac.com.

Forward-Looking Statements

This press release contains certain forward-looking statements within the meaning of the federal securities laws with respect to the proposed transaction between Aeva and InterPrivate, including statements regarding the benefits of the transaction, the anticipated timing of the transaction, the services offered by Aeva and the markets in which it operates, and Aeva’s projected future results. These forward-looking statements generally are identified by the words “believe,” “project,” “expect,” “anticipate,” “estimate,” “intend,” “strategy,” “future,” “opportunity,” “plan,” “may,” “should,” “will,” “would,” “will be,” “will continue,” “will likely result,” and similar expressions. Forward-looking statements are predictions, projections and other statements about future events that are based on current expectations and assumptions and, as a result, are subject to risks and uncertainties. Many factors could cause actual future events to differ materially from the forward-looking statements in this press release, including, but not limited to: (i) the risk that the transaction may not be completed in a timely manner or at all, which may adversely affect the price of InterPrivate’s securities, (ii) the risk that the transaction may not be completed by InterPrivate’s business combination deadline and the potential failure to obtain an extension of the business combination deadline if sought by InterPrivate, (iii) the failure to satisfy the conditions to the consummation of the transaction, including the adoption of the business combination agreement by the stockholders of InterPrivate and Aeva, the satisfaction of the minimum trust account amount following redemptions by InterPrivate’s public stockholders and the receipt of certain governmental and regulatory approvals, (iv) the lack of a third party valuation in determining whether or not to pursue the proposed transaction, (v) the occurrence of any event, change or other circumstance that could give rise to the termination of the business combination agreement, (vi) the effect of the announcement or pendency of the transaction on Aeva’s business relationships, performance, and business generally, (vii) risks that the proposed transaction disrupts current plans of Aeva and potential difficulties in Aeva employee retention as a result of the proposed transaction, (viii) the outcome of legal proceedings instituted against Aeva or against InterPrivate related to the business combination agreement or the proposed transaction, (ix) the ability to maintain the listing of InterPrivate’s securities on the New York Stock Exchange, (x) the price of InterPrivate’s securities may be volatile due to a variety of factors, including changes in the competitive and highly regulated industries in which Aeva plans to operate, variations in performance across competitors, changes in laws and regulations affecting Aeva’s business and changes in the combined capital structure, (xi) the ability to implement business plans, forecasts, and other expectations after the completion of the proposed transaction, and identify and realize additional opportunities, (xii) the risk of downturns and the possibility of rapid change in the highly competitive industry in which Aeva operates, (xiii) the risk that Aeva and its current and future collaborators are unable to successfully develop and commercialize Aeva’s products or services, or experience significant delays in doing so, (xiv) the risk that Aeva may never achieve or sustain profitability; (xv) the risk that Aeva will need to raise additional capital to execute its business plan, which many not be available on acceptable terms or at all; (xvi) the risk that the post-combination company experiences difficulties in managing its growth and expanding operations, (xvii) the risk that third-parties suppliers and manufacturers are not able to fully and timely meet their obligations, (xviii) the risk of product liability or regulatory lawsuits or proceedings relating to Aeva’s products and services, (xix) the risk that Aeva is unable to secure or protect its intellectual property and (xx) the risk that the post-combination company’s securities will not be approved for listing on the New York Stock Exchange or if approved, maintain the listing. The foregoing list of factors is not exhaustive. You should carefully consider the foregoing factors and the other risks and uncertainties described in the “Risk Factors” section of InterPrivate’s Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, the registration statement on Form S-4 and proxy statement/consent solicitation statement/prospectus discussed below and other documents filed by InterPrivate from time to time with the SEC. These filings identify and address other important risks and uncertainties that could cause actual events and results to differ materially from those contained in the forward-looking statements. Forward-looking statements speak only as of the date they are made. Readers are cautioned not to put undue reliance on forward-looking statements, and Aeva and InterPrivate assume no obligation and do not intend to update or revise these forward-looking statements, whether as a result of new information, future events, or otherwise. Neither Aeva nor InterPrivate gives any assurance that either Aeva or InterPrivate will achieve its expectations.

Additional Information and Where to Find It

This press release relates to a proposed transaction between Aeva and InterPrivate. This press release does not constitute an offer to sell or exchange, or the solicitation of an offer to buy or exchange, any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, sale or exchange would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. InterPrivate filed a registration statement on Form S-4 with the SEC on December 3, 2020 and subsequent amendments on Form S-4/A (the “Registration Statement”), which included a proxy statement of InterPrivate, a consent solicitation statement of Aeva and a prospectus of InterPrivate. The Registration Statement was declared effective by the SEC on February 12, 2021. On February 16, 2021, InterPrivate filed the definitive proxy statement/consent solicitation statement/prospectus with the SEC. The proxy statement/consent solicitation statement/prospectus will be sent to all InterPrivate and Aeva stockholders. InterPrivate also will file other documents regarding the proposed transaction with the SEC. Before making any voting decision, investors and security holders of InterPrivate and Aeva are urged to read the registration statement, the proxy statement/consent solicitation statement/prospectus and all other relevant documents filed or that will be filed with the SEC in connection with the proposed transaction as they become available because they will contain important information about the proposed transaction.

Investors and security holders may obtain free copies of the proxy statement/consent solicitation statement/prospectus and all other relevant documents filed or that will be filed with the SEC by InterPrivate through the website maintained by the SEC at www.sec.gov. In addition, the documents filed by InterPrivate may be obtained free of charge from InterPrivate’s website at https://ipvspac.com/ or by written request to InterPrivate at InterPrivate Acquisition Corp., 1350 Avenue of the Americas, New York, NY 10019.

Participants in the Solicitation

InterPrivate and Aeva and their respective directors and officers may be deemed to be participants in the solicitation of proxies from InterPrivate’s stockholders in connection with the proposed transaction. Additional information regarding the interests of those persons and other persons who may be deemed participants in the proposed transaction may be obtained by reading the proxy statement/consent solicitation statement/prospectus regarding the proposed transaction. You may obtain free copies of these documents as described in the preceding paragraph.


Contacts

Investors:
Andrew Fung
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Media:
Michelle Chang
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DUBLIN--(BUSINESS WIRE)--The "Aviation Fuel - Global Market Trajectory & Analytics" report has been added to ResearchAndMarkets.com's offering.


Global Aviation Fuel Market to Reach $203.3 Billion by 2027

Amid the COVID-19 crisis, the global market for Aviation Fuel estimated at US$171.9 Billion in the year 2020, is projected to reach a revised size of US$203.3 Billion by 2027, growing at a CAGR of 2.4% over the period 2020-2027.

Commercial, one of the segments analyzed in the report, is projected to record 2.8% CAGR and reach US$155.1 Billion by the end of the analysis period. After an early analysis of the business implications of the pandemic and its induced economic crisis, growth in the Military segment is readjusted to a revised 1.3% CAGR for the next 7-year period.

The U.S. Market is Estimated at $46.5 Billion, While China is Forecast to Grow at 4.6% CAGR

The Aviation Fuel market in the U.S. is estimated at US$46.5 Billion in the year 2020. China, the world`s second largest economy, is forecast to reach a projected market size of US$40.6 Billion by the year 2027 trailing a CAGR of 4.6% over the analysis period 2020 to 2027. Among the other noteworthy geographic markets are Japan and Canada, each forecast to grow at 0.5% and 1.8% respectively over the 2020-2027 period. Within Europe, Germany is forecast to grow at approximately 1.1% CAGR.

The report presents concise insights into how the pandemic has impacted production and the buy side for 2020 and 2021. A short-term phased recovery by key geography is also addressed.

Key Topics Covered:

I. INTRODUCTION, METHODOLOGY & REPORT SCOPE

II. EXECUTIVE SUMMARY

1. MARKET OVERVIEW

  • Global Competitor Market Shares
  • Aviation Fuel Competitor Market Share Scenario Worldwide (in %): 2019 & 2025
  • Impact of Covid-19 and a Looming Global Recession

2. FOCUS ON SELECT PLAYERS

  • Allied Aviation Services, Inc.
  • Bharat Petroleum Corp. Ltd.
  • BP PLC
  • Chevron Corporation
  • ExxonMobil Corporation
  • Gazprom Neft PJSC
  • Qatar Jet Fuel Company
  • Royal Dutch Shell PLC
  • Total SA
  • Valero Marketing and Supply Company

3. MARKET TRENDS & DRIVERS

4. GLOBAL MARKET PERSPECTIVE

  • Aviation Fuel Global Market Estimates and Forecasts in US$ Million by Region/Country: 2020-2027
  • Aviation Fuel Global Retrospective Market Scenario in US$ Million by Region/Country: 2012-2019
  • Aviation Fuel Market Share Shift across Key Geographies Worldwide: 2012 VS 2020 VS 2027
  • Commercial (Application) Global Opportunity Assessment in US$ Million by Region/Country: 2020-2027
  • Commercial (Application) Historic Sales Analysis in US$ Million by Region/Country: 2012-2019
  • Commercial (Application) Percentage Share Breakdown of Global Sales by Region/Country: 2012 VS 2020 VS 2027
  • Military (Application) Worldwide Sales in US$ Million by Region/Country: 2020-2027
  • Military (Application) Historic Demand Patterns in US$ Million by Region/Country: 2012-2019
  • Military (Application) Market Share Shift across Key Geographies: 2012 VS 2020 VS 2027

III. MARKET ANALYSIS

GEOGRAPHIC MARKET ANALYSIS

  • Market Facts & Figures
  • US Aviation Fuel Market Share (in %) by Company: 2019 & 2025
  • Market Analytics
  • Aviation Fuel Latent Demand Forecasts in US$ Million by Application: 2020 to 2027
  • Aviation Fuel Historic Demand Patterns by Application in US$ Million for 2012-2019
  • Aviation Fuel Market Share Breakdown by Application: 2012 VS 2020 VS 2027

IV. COMPETITION

Total Companies Profiled: 51

For more information about this report visit https://www.researchandmarkets.com/r/gadvi8


Contacts

ResearchAndMarkets.com
Laura Wood, Senior Press Manager
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SAN RAMON, Calif. & SAN FRANCISCO--(BUSINESS WIRE)--Brightmark LLC and Chevron U.S.A. Inc. today announced the expansion of their previously announced joint venture, Brightmark RNG Holdings LLC, to own projects across the United States to produce and market dairy biomethane, a renewable natural gas (RNG).

Brightmark RNG Holdings LLC’s subsidiaries currently own RNG projects in Western New York, Western Michigan, Central Florida and South Dakota. Additional equity investments by each company in the joint venture will fund construction of infrastructure and commercial operation of five new dairy biomethane projects in Michigan and Arizona. Chevron will purchase RNG produced from these projects and market the volumes for use in vehicles operating on compressed natural gas.

“Working with Brightmark to add new projects underpins our commitment to supplying the world with affordable, reliable and ever-cleaner energy,” said Andy Walz, president of Chevron’s Americas Fuels & Lubricants. “It’s an exciting time for Chevron as we continue to help advance the energy transition and help industries and consumers that use our products build a lower carbon future.”

“We are delighted to expand our partnership with Chevron to further accelerate Brightmark’s mission to reimagine waste and ambition of achieving a global net-zero carbon future,” said Bob Powell, Founder and CEO of Brightmark. “The joint venture’s current RNG projects are on track to become fully operational as planned and with this additional investment, we look forward to extending the reach of our lifecycle carbon negative projects throughout the U.S., with plans for future international expansion.”

About Chevron

Chevron U.S.A. Inc. is a subsidiary of Chevron Corporation, one of the world’s leading integrated energy companies. Through its subsidiaries that conduct business worldwide, Chevron Corp is involved in virtually every facet of the energy industry. Chevron explores for, produces and transports crude oil and natural gas; refines, markets and distributes transportation fuels and lubricants; manufactures and sells petrochemicals and additives; generates power; and develops and deploys technologies that enhance business value in every aspect of the company's operations. Chevron is based in San Ramon, CA. More information about Chevron is available at www.chevron.com.

About Brightmark

Brightmark is a global waste solutions company with a mission to reimagine waste. The company takes a holistic, closed loop, circular economy approach to tackling the planet’s most pressing environmental challenges with imagination and optimism for the future. Through the deployment of disruptive, breakthrough waste-to-energy solutions focused on plastics renewal (plastic waste-to-fuel) and renewable natural gas (organic waste-to-fuel), Brightmark enables programs specifically tailored to environmental needs in order to build scalable project solutions that have a positive impact on the world and communities in which its stakeholders live and work. For more information, visit www.brightmark.com.


Contacts

Cory Ziskind, Brightmark External Affairs
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t. 646-277-1232

Tyler Kruzich, Chevron External Affairs
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t. (925) 549-8686

  • All-equity, credit-accretive bolt-on acquisition
  • Complementary assets with significant integration opportunities
  • Enhances midstream infrastructure with increased connectivity throughout Mid-Continent and U.S. Gulf Coast
  • Adds investment grade credit profile and diversified asset base anchored by strong customers and fee-based contracts
  • $100 million of operational / cost synergy opportunities expected, excluding additional upside from potential financing and commercial synergies

DALLAS & OKLAHOMA CITY--(BUSINESS WIRE)--Energy Transfer LP (NYSE: ET) (“ET” or “Energy Transfer”) and Enable Midstream Partners, LP (NYSE: ENBL) (“Enable”) today announced that they have entered into a definitive merger agreement whereby Energy Transfer will acquire Enable in an all-equity transaction valued at approximately $7.2 billion. Under the terms of the agreement, Enable common unitholders will receive 0.8595 ET common units for each Enable common unit, an exchange ratio that represents an at-the-market transaction, based on the 10-day volume-weighted average price of ET and Enable common units on February 12, 2021. In addition, each outstanding Enable Series A preferred unit will be exchanged for 0.0265 Series G preferred units of Energy Transfer. The transaction will include a $10 million cash payment for Enable’s general partner.



Positive Financial Impact

The transaction furthers Energy Transfer’s deleveraging efforts as it is expected to be immediately accretive to free cash flow post-distributions, have a positive impact on credit metrics and add significant fee-based cash flows from fixed-fee contracts.

The all-equity nature of the transaction allows unitholders of both partnerships to participate in the value creation potential of the combined partnership.

Complementary Assets

Energy Transfer’s acquisition of Enable will increase Energy Transfer’s footprint across multiple regions and provide increased connectivity for Energy Transfer’s natural gas and NGL transportation businesses.

Energy Transfer will significantly strengthen its NGL infrastructure by adding natural gas gathering and processing assets in the Anadarko Basin in Oklahoma and integrate high-quality assets with Energy Transfer’s existing NGL transportation and fractionation assets on the U.S. Gulf Coast. The acquisition will also provide significant gas gathering and processing assets in the Arkoma basin across Oklahoma and Arkansas, as well as the Haynesville Shale in East Texas and North Louisiana.

Enable’s transportation and storage assets enhance Energy Transfer’s access to core markets with consistent sources of demand and bolster its portfolio of customers anchored by large, investment-grade customers with firm, long-term contracts. Energy Transfer will further enhance its connectivity to the global LNG market and the growing global demand for natural gas as the world transitions to cleaner power and fuel sources.

Synergies

The combination of Energy Transfer’s significant infrastructure with Enable’s complementary assets will allow the combined company to pursue additional commercial opportunities and achieve cost savings while enhancing Energy Transfer’s ability to serve customers.

Energy Transfer expects the combined company to generate more than $100 million of annual run-rate cost and efficiency synergies, excluding potential financial and commercial synergies. Potential commercial synergies include significant incremental earnings, which may result from integrating Enable’s Anadarko gathering and processing complex with Energy Transfer’s fractionation assets on the U.S. Gulf Coast.

Timing and Conference Call Information

The transaction has been approved by the Board of Directors of ET and the Conflicts Committee and the Board of Directors of Enable. The two largest unitholders of Enable, OGE Energy Corp. (“OG&E”) and CenterPoint Energy, Inc. (“CNP”), which also control the General Partner of Enable, have entered into support agreements, pursuant to which they have agreed to vote their Enable units in favor of the merger, upon effectiveness of the S-4 Registration Statement with the SEC. These two unitholders own approximately 79.2% of Enable’s outstanding common units. The transaction is expected to close in mid-2021 and is subject to the satisfaction of customary closing conditions, including Hart Scott Rodino Act clearance. Upon closing, Enable unitholders are expected to own approximately 12 percent of Energy Transfer’s outstanding common units.

Energy Transfer will host a conference call February 17 at 4:00 p.m. Central Time / 5:00 p.m. Eastern Time to discuss this transaction along with its fourth quarter and full-year 2020 results. The conference call will be broadcast live via a webcast, which can be accessed through https://www.energytransfer.com/.

Advisors

Citi and RBC Capital Markets acted as financial advisors to Energy Transfer and Latham & Watkins LLP acted as legal counsel. Goldman Sachs & Co. LLC acted as financial advisor to Enable and Vinson & Elkins LLP acted as legal counsel. Intrepid Partners, LLC acted as financial advisor and Richards, Layton & Finger, PA acted as legal counsel to Enable’s conflicts committee.

About Energy Transfer

Energy Transfer LP (NYSE: ET) owns and operates one of the largest and most diversified portfolios of energy assets in the United States, with a strategic footprint in all of the major domestic production basins. ET is a publicly traded limited partnership with core operations that include complementary natural gas midstream, intrastate and interstate transportation and storage assets; crude oil, NGL and refined product transportation and terminalling assets; NGL fractionation; and various acquisition and marketing assets. ET, through its ownership of Energy Transfer Operating, L.P., also owns Lake Charles LNG Company, as well as the general partner interests, the incentive distribution rights and 28.5 million common units of Sunoco LP (NYSE: SUN), and the general partner interests and 46.1 million common units of USA Compression Partners, LP (NYSE: USAC). For more information, visit the Energy Transfer LP website at https://www.energytransfer.com/.

About Enable

Enable (NYSE: ENBL) owns, operates and develops strategically located natural gas and crude oil infrastructure assets. Enable’s assets include approximately 14,000 miles of natural gas, crude oil, condensate and produced water gathering pipelines, approximately 2.6 Bcf/d of natural gas processing capacity, approximately 7,800 miles of interstate pipelines (including Southeast Supply Header, LLC of which Enable owns 50%), approximately 2,200 miles of intrastate pipelines and seven natural gas storage facilities comprising 84.5 billion cubic feet of storage capacity. For more information, visit https://www.enablemidstream.com/.

Forward-Looking Statements

This release includes “forward-looking” statements. Forward-looking statements are identified as any statement that does not relate strictly to historical or current facts. Statements using words such as “anticipate,” “believe,” “intend,” “project,” “plan,” “expect,” “continue,” “estimate,” “goal,” “forecast,” “may” or similar expressions help identify forward-looking statements. Energy Transfer and Enable cannot give any assurance that expectations and projections about future events will prove to be correct. Forward-looking statements are subject to a variety of risks, uncertainties and assumptions. These risks and uncertainties include the risks that the proposed transaction may not be consummated or the benefits contemplated therefrom may not be realized. Additional risks include: the ability to obtain requisite regulatory and stockholder approval and the satisfaction of the other conditions to the consummation of the proposed transaction, the ability of Energy Transfer to successfully integrate Enable’s operations and employees and realize anticipated synergies and cost savings, the potential impact of the announcement or consummation of the proposed transaction on relationships, including with employees, suppliers, customers, competitors and credit rating agencies, the ability to achieve revenue, DCF and EBITDA growth, and volatility in the price of oil, natural gas, and natural gas liquids. Actual results and outcomes may differ materially from those expressed in such forward-looking statements. These and other risks and uncertainties are discussed in more detail in filings made by Energy Transfer and Enable with the SEC, which are available to the public. Energy Transfer and Enable undertake no obligation to update publicly or to revise any forward-looking statements, whether as a result of new information, future events or otherwise.

Additional Information and Where to Find It

SECURITY HOLDERS ARE URGED TO READ THE REGISTRATION STATEMENT AND PROXY STATEMENT/PROSPECTUS REGARDING THE TRANSACTION CAREFULLY WHEN IT BECOMES AVAILABLE. These documents (when they become available), and any other documents filed by Energy Transfer and Enable with the SEC, may be obtained free of charge at the SEC’s website, at https://www.sec.gov/. In addition, investors and security holders will be able to obtain free copies of the registration statement and the proxy statement/prospectus by phone, e-mail or written request by contacting the investor relations department of Energy Transfer at the number and address set forth below:

Energy Transfer LP
8111 Westchester Drive, Suite 600
Dallas, Texas 75225

Enable Midstream Partners LP
499 W. Sheridan Ave., Suite 1500
Oklahoma City, OK 73102

No offer or solicitation

This communication relates to a proposed merger (the “Merger”) between Enable and Energy Transfer. This communication is for informational purposes only and does not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval, in any jurisdiction, pursuant to the Merger or otherwise, nor shall there be any sale, issuance, exchange or transfer of the securities referred to in this document in any jurisdiction in contravention of applicable law. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended.

Participants in the Solicitation

Enable, Energy Transfer, and the directors and executive officers of their respective general partners, CNP (and their affiliates), OGE (and their affiliates) may be deemed to be participants in the solicitation of proxies in respect to the Merger.

Information regarding the directors and executive officers of Enable’s general partner is contained in Enable’s 2019 Annual Report on Form 10-K filed with the SEC on February 19, 2020, and certain of its Quarterly Reports on Form 10-Q Current Reports on Form 8-K. You can obtain a free copy of this document at the SEC’s website at http://www.sec.gov or by accessing Enable’s website at http://www.enablemidstream.com. Information regarding the executive officers and directors of Energy Transfer’s general partner is contained in Energy Transfer’s 2019 Annual Report on Form 10-K filed with the SEC on February 21, 2020 and certain of its Current Reports on Form 8-K. You can obtain a free copy of this document at the SEC’s website at www.sec.gov or by accessing Energy Transfer’s website at http://www.energytransfer.com.

Investors may obtain additional information regarding the interests of those persons and other persons who may be deemed participants in the Merger by reading the consent solicitation statement/prospectus regarding the Merger when it becomes available. You may obtain free copies of this document as described above.


Contacts

Energy Transfer LP
Investors
Bill Baerg, Brent Ratliff, Lyndsay Hannah
(214) 981-0795
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Media
Vicki Granado, Lisa Coleman
(214) 840-5820
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Enable Midstream Partners
Investors
Matt Beasley
(405) 558-4600

Media
Leigh Ann Williams
(405) 553-6947

Mr. Forline Brings Over Three Decades of Industry Experience and a Strong Record of Operational and Safety Success

SAN FRANCISCO--(BUSINESS WIRE)--Pacific Gas and Electric Company (PG&E) today announced the appointment of Joseph Forline as Senior Vice President, Gas Operations, effective March 8, 2021. Mr. Forline will report to Adam Wright, Executive Vice President, Operations and Chief Operating Officer, and will be responsible for the utility’s gas transmission and distribution operations with a focus on safety, compliance, customer service and operational efficiency.


“I am thrilled to welcome Joe to our operations team. He is a recognized industry leader with a proven track record of doing things the right way and delivering best-in-class safety, customer service and operational outcomes. I look forward to working with him to further strengthen our culture and accelerate our teams’ efforts to deliver better experiences and outcomes for our customers,” said Mr. Wright.

Mr. Forline joins PG&E after 35 years at Public Service Electric & Gas Company (PSE&G), New Jersey's largest provider of electric and natural gas service—serving 2.3 million electric customers and 1.9 million gas customers. During his PSE&G career, he has served in several senior operational and leadership roles. Mr. Forline brings a wide range of expertise in gas and electric operations, safety, customer experience, regulatory affairs and renewables development to PG&E.

“PG&E’s gas business has made tremendous strides for its customers over the past decade, and I look forward to building upon that progress in the years ahead,” said Mr. Forline. “I am honored to join Adam, and the rest of the PG&E senior leadership team as we work to deliver on our commitment to provide safe, reliable and affordable service to our gas customers.”

Most recently, Mr. Forline served as PSE&G’s Vice President of Gas Operations, a role he held since 2015. In that capacity, he oversaw all resources associated with the planning, construction, replacement, operation and maintenance of a gas distribution system providing service to over 1.9 million customers in 267 municipalities. He also oversaw one of the largest gas replacement programs in the United States—a nearly $2 billion initiative over five years to replace approximately 200 miles of gas main per year. Under Mr. Forline’s leadership, PSE&G’s gas operations business was ranked by the American Gas Association in the top 10 of all domestic gas companies in terms of customers served, revenues and total volumes of gas sales.

Before taking on the gas operations business, Mr. Forline served as Vice President of Customer Solutions, overseeing the company’s energy services, including solar energy, energy efficiency and renewable energy programs. Mr. Forline joined PSE&G in 1985 as a Gas Distribution Engineer and Manager. He also held leadership roles in the company’s appliance services, gas distribution and customer operations divisions.

Mr. Forline has a Bachelor of Science degree in engineering and an MBA from Rutgers University. He is also a graduate of the University of Michigan Executive Development Program. He earned his Certified Energy Manager (CEM) credential from the American Association of Energy Engineers in 2010. He earned his Project Management Professional (PMP) certification from the Project Management Institute in 2016. His board and committee service has included the American Gas Association (AGA), Edison Electric Institute (EEI) and Solar Electric Power Association (SEPA).

About PG&E

Pacific Gas and Electric Company, a subsidiary of PG&E Corporation (NYSE:PCG), is a combined natural gas and electric utility serving more than 16 million people across 70,000 square miles in Northern and Central California. For more information, visit pge.com and pge.com/news.


Contacts

Media Relations
415.973.5930

  • Founded in 2008, Origin is the world’s leading carbon negative materials company with a mission to enable the world’s transition to sustainable materials; patented breakthrough platform technology for producing recyclable and sustainable materials makes “net zero” possible.
  • Origin’s disruptive technology is drop-in ready, replacing fossil resources used to make a variety of everyday products. Using materials derived from abundant non-food sources (wood residue), Origin’s technology is expected to be cost-competitive with petroleum-based materials and a fraction of the cost of other technologies.
  • Origin’s decarbonizing technology addresses a ~$1 trillion market opportunity, and is anticipated to revolutionize the production of a wide range of end products, including clothing, textiles, plastics, packaging, car parts, tires, carpeting, toys, and more.
  • Business combination is expected to fully fund Origin until EBITDA positive and allows Origin to scale and commence commercial production to meet signed customer offtake and capacity reservations of ~$1 billion across a diverse range of industries.
  • All Origin stockholders, including the current members of the NaturALL Bottle Alliance, Danone, Nestlé and PepsiCo, will roll 100% of their equity holdings into the new public company.
  • Transaction is expected to provide up to $925 million in gross proceeds, comprised of Artius’ $725 million of cash held in trust, assuming no redemptions, and an oversubscribed $200 million fully committed PIPE at $10.00 per share, including investments from Danone, Nestlé, PepsiCo, Mitsubishi Gas Chemical and AECI, as well as certain funds and accounts managed by Sylebra Capital, Senator Investment Group, Electron Capital Partners, BNP Paribas AM Energy Transition Fund and affiliates of Apollo.
  • Following the expected second quarter 2021 transaction close, the combined company is expected to have an estimated equity value of approximately $1.8 billion and will remain listed on Nasdaq under the new ticker symbol “ORGN.”

WEST SACRAMENTO, Calif. & NEW YORK--(BUSINESS WIRE)--Origin Materials (“Origin”), the world’s leading carbon negative materials company, and Artius Acquisition Inc. (“Artius”) (Nasdaq: AACQU, AACQ), a publicly-traded special purpose acquisition company, announced today a definitive agreement for a business combination that will result in Origin becoming a public company. Upon closing of the transaction, the combined company will be named Origin Materials and remain listed on the Nasdaq under the new ticker symbol “ORGN.” The combined company will be led by Co-Founder and Co-CEO John Bissell and Co-CEO Rich Riley.


Company Overview

Founded in 2008, Origin is the world’s leading carbon negative materials company with a mission to enable the world’s transition to sustainable materials. Origin’s patented drop-in technology, economics and carbon impact have been validated by trusted third parties, as well as supported by a growing list of major global customers and investors, including Danone, Nestlé, PepsiCo, Mitsubishi Gas Chemical, and AECI. Origin’s technology has been further validated by an ISO-compliant Life Cycle Assessment (LCA) conducted by Deloitte, which concluded that Origin’s products are expected to be carbon negative when produced at commercial scale.

While an estimated 55% of global carbon emissions come from energy generation and transport, the other 45% come from the production of materials for consumer and industrial products. More than ten million barrels of oil per day are used to create materials, in the process releasing massive quantities of new carbon into the atmosphere. Origin’s vision for the future is to replace this oil use with non-food feedstocks and materials, while capturing carbon in the process.

Origin’s patented, breakthrough platform technology can disrupt and decarbonize the materials industry, which represents a ~$1 trillion market opportunity to revolutionize the production of a wide range of end products, including clothing, textiles, plastics, packaging, car parts, tires, carpeting and toys. Derived from non-food sources (wood residue), Origin produces sustainable and recyclable carbon negative materials at a fraction of the cost of other bio-based technologies. Origin’s technology can make “net zero” possible and support customers in meeting their ESG and decarbonization goals.

Management Commentary:

John Bissell, Co-Founder and Co-CEO of Origin, commented, “Origin’s vision is a world where carbon-negative products and materials are the rule, not the exception, and where making products helps the climate instead of hurts it. We believe we are uniquely positioned to be the clear category leader based on the simple, yet powerful fact that our technology was built around converting the lowest cost, non-food feedstock into decarbonized, supply chain ready materials. Our disruptive materials make Origin the only company capable of competing on price with petroleum-based materials. We have developed competitively-advantaged technology that is protected in key countries, and we plan to continue advancing our research and development to maintain our global leadership position in carbon negative materials.”

Rich Riley, Co-CEO of Origin, commented, “This transformative transaction is expected to fully fund our aggressive growth strategy in a massive $1 trillion addressable market that is just beginning to transition from petroleum feedstocks to non-food, renewable feedstocks. Mr. Sim and the Artius team have a proven history of delivering significant long-term shareholder value and we are excited to combine forces as we scale our technology and grow the business. Our rapidly expanding order book sits at $1 billion today and is comprised of offtake agreements (including customer options) and capacity reservations. Our customers are investing in Origin’s carbon negative materials now to reserve capacity in our first plant that is planned to come online in 2022, to be followed by a commercial scale facility in 2025. Our technology and our products have been evaluated through extensive due diligence and we expect this transaction will allow us to scale up capacity to meet current customers’ needs for cost-competitive sustainable materials, while building additional capacity for meeting new customer demand as we expand into a range of large global end markets.”

Boon Sim, Chief Executive Officer of Artius, added, “Origin’s breakthrough technology represents a significant opportunity to scale carbon negative materials in a world that is rapidly transitioning to ‘net zero’ to meet corporate decarbonization goals and climate commitments from countries around the globe. Origin is poised to enable and lead the world’s necessary transition from petroleum-based materials to sustainable materials. We believe change only happens at scale – and that means materials must be made from non-food, renewable resources that are drop-in ready, recyclable and cost-competitive. Our extensive due diligence confirmed for us that Origin’s technology checks all the boxes necessary to scale and grow fast. Under Origin’s visionary leadership, we believe Origin is a compelling investment opportunity with a validated, disruptive platform technology that is uniquely positioned to decarbonize the materials industry supply chain.”

Origin Investment Highlights:

  • Large Addressable Market and Strong Macroeconomic Tailwinds – Core products are carbon negative drop-in replacements serving a ~$1 trillion market – with diverse applications expected to deliver growth for years to come.
  • Industry Disrupting Technology Supported by Deep Competitive Advantage – Conversion of non-food sustainable wood residue feedstocks into drop-in chemicals, competing directly on cost with fossil-based materials while having significant advantage over other technologies.
  • Global Fortune 500 Customers and Investors – Highly visible growth with ~$1 billion of signed customer contracts.
  • Funded to Effectively Scale and Commence Commercial Production – Executing on growth plan with first plant expected to be completed in 2022 and contracted portion of first two commercial plants expected to be 100% sold out in 2022. Full-scale commercial plant expected to be online by 2025.
  • Experienced Leadership Team with Proven Track Record – Brings a team of industry veterans and technology leaders with ~250 years of cumulative experience – ready to deliver on its vision and operational priorities.

In 2017, Danone, Nestlé and Origin launched the NaturALL Bottle Alliance, a research consortium formed to accelerate the development of innovative packaging solutions made with 100% sustainable and renewable resources. PepsiCo joined the NaturAll Bottle Alliance in 2018 to advance the shared goal of creating beverage containers with a significantly reduced carbon footprint.

Transaction Overview

The transaction reflects an implied equity value of the combined company of approximately $1.8 billion, based on current assumptions. Upon closing, the transaction is expected to provide $925 million of gross proceeds to the company, comprised of Artius’ $725 million of cash held in trust, assuming no redemptions, and a $200 million fully committed PIPE at $10.00 per share anchored by existing and new investors, including investments from Danone, Nestlé, PepsiCo, Mitsubishi Gas Chemical and AECI, as well as certain funds and accounts managed by Sylebra Capital, Senator Investment Group, Electron Capital Partners, BNP Paribas AM Energy Transition Fund and affiliates of Apollo. The transaction is subject to a minimum cash balance of $525 million in Artius at closing after giving effect to any shareholder redemptions.

Upon closing of the transaction, Boon Sim, Chief Executive Officer of Artius and Charles Drucker, former CEO of WorldPay, Inc. and an Artius Partner, will join Origin’s Board of Directors. Karen Richardson, an Artius Partner, is expected to be nominated to serve as Chairperson of Origin’s Board of Directors.

The Boards of Directors of each of Origin and Artius have unanimously approved the transaction. The transaction will require the approval of the stockholders of both Origin and Artius, and is subject to other customary closing conditions, including a registration statement on Form S-4 being declared effective by the U.S. Securities and Exchange Commission (the “SEC”), approval by the Nasdaq Stock Market LLC to list the securities of the combined company and the receipt of certain regulatory approvals. The transaction is expected to close in the second quarter of 2021. All Origin existing shareholders will roll 100% of their equity holdings into the new public company.

Additional information about the proposed transaction, including a copy of the merger agreement and investor presentation, will be provided in a Current Report on Form 8-K to be filed by Artius with the SEC and will be available at www.sec.gov. Additional information about the proposed transaction will be described in ACE’s registration statement on Form S-4 relating to the merger, which will include a proxy statement/prospectus, and other documents regarding the proposed transaction, each to be filed with the SEC.

Advisors

BofA Securities is serving as exclusive financial advisor to Origin, and Cooley LLP is serving as legal advisor to Origin. Credit Suisse and Goldman Sachs & Co. LLC are serving as joint financial and capital markets advisors to Artius and serving as co-placement agents on the PIPE offering. Cleary Gottlieb Steen & Hamilton LLP is serving as legal advisor to Artius.

Investor Conference Call Information

Origin and Artius will host a joint investor conference call to discuss the proposed transaction on Wednesday, February 17, 2021 at 8:00am ET. The call may be accessed by dialing 1-877-407-0784 (domestic callers) or 1-201-689-8560 (international callers) and entering the conference ID number 13716358. A live webcast and replay of the call will be available here and can also be accessed at https://originmaterials.com/investors and on Artius’ website at https://www.artiuscapital.com/acquisition. A telephone replay of the call will also be available until 11:59 pm EST on March 3, 2021. The replay may be accessed by dialing 1-844-512-2921 (domestic callers) or 1-412-317-6671 (international callers) and entering the conference ID number 13716358.

About Origin Materials

Headquartered in West Sacramento, Origin Materials is the world's leading carbon negative materials company. Origin’s mission is to enable the world’s transition to sustainable materials. Over the past 10 years, Origin has developed a platform for turning the carbon found in non-food biomass into useful materials, while capturing carbon in the process. Origin’s patented drop-in core technology, economics and carbon impact have been validated by trusted third parties and are supported by a growing list of major global customers and investors. Origin’s first plant is expected to be operational in 2022 with a second, full-scale commercial plant expected to be operational by 2025 and plans for additional expansion over the next decade. For more information, visit www.originmaterials.com.

About Artius Acquisition Inc.

Artius is a blank check company formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses. Artius was co-founded by Charles Drucker, the former CEO of WorldPay, Inc., a leading payments company, and its predecessor company, Vantiv. Inc., and Boon Sim, the Founder and Managing Partner of Artius Capital Partners LLC. For more information, visit https://www.artiuscapital.com/acquisition.

Forward-Looking Statements

This press release contains certain forward-looking statements within the meaning of the federal securities laws, including with respect to the proposed transaction between Origin and Artius. Forward-looking statements generally are accompanied by words such as “believe,” “may,” “will,” “estimate,” “continue,” “anticipate,” “intend,” “expect,” “should,” “would,” “plan,” “predict,” “potential,” “seem,” “seek,” “future,” “outlook,” and similar expressions that predict or indicate future events or trends or that are not statements of historical matters. These forward-looking statements include, but are not limited to, statements regarding Origin’s business strategy, estimated total addressable market, commercial and operating plans, product development plans and projected financial information. These statements are based on various assumptions, whether or not identified in this press release, and on the current expectations of the respective management of Origin and Artius and are not predictions of actual performance. These forward-looking statements are provided for illustrative purposes only and are not intended to serve as, and must not be relied on as, a guarantee, an assurance, a prediction, or a definitive statement of fact or probability. Actual events and circumstances are difficult or impossible to predict and will differ from assumptions. Many actual events and circumstances are beyond the control of Origin and Artius. These forward-looking statements are subject to a number of risks and uncertainties, including that Origin may be unable to successfully commercialize its products; the effects of competition on Origin’s business; the uncertainty of the projected financial information with respect to Origin; disruptions and other impacts to Origin’s business as a result of the COVID-19 pandemic and other global health or economic crises; changes in customer demand; Origin and Artius may be unable to successfully or timely consummate the Proposed Business Combination, including the risk that any regulatory approvals may not obtained, may be delayed or may be subject to unanticipated conditions that could adversely affect the combined company or the expected benefits of the business combination, or that the approval of the stockholders of Artius or Origin may not be obtained; failure to realize the anticipated benefits of the business combination; the amount of redemption requests made by Artius’ stockholders, and those factors discussed in Artius’ final prospectus filed with the SEC on July 15, 2020 under the heading “Risk Factors,” and other documents Artius has filed, or will file, with the SEC. If any of these risks materialize or our assumptions prove incorrect, actual results could differ materially from the results implied by these forward-looking statements. There may be additional risks that neither Artius nor Origin presently know, or that Artius or Origin currently believe are immaterial, that could also cause actual results to differ from those contained in the forward-looking statements. In addition, forward-looking statements reflect Artius’ and Origin’s expectations, plans, or forecasts of future events and views as of the date of this press release. Artius and Origin anticipate that subsequent events and developments will cause Artius’ and Origin’s assessments to change. However, while Artius and Origin may elect to update these forward-looking statements at some point in the future, Artius and Origin specifically disclaim any obligation to do so. These forward-looking statements should not be relied upon as representing Artius’ and Origin’s assessments of any date subsequent to the date of this press release. Accordingly, undue reliance should not be placed upon the forward-looking statements.

Important Information for Investors and Stockholders

In connection with the proposed transaction, Artius will file a registration statement on Form S-4 (the “Registration Statement”) with the SEC, which will include a preliminary proxy statement to be distributed to holders of Artius’ common stock in connection with Artius’ solicitation of proxies for the vote by Artius’ stockholders with respect to the proposed transaction and other matters as described in the Registration Statement, as well as the prospectus relating to the offer of securities to be issued to Origin’s stockholders in connection with the proposed transaction. After the Registration Statement has been filed and declared effective, Artius will mail a definitive proxy statement, when available, to its stockholders. Investors and security holders and other interested parties are urged to read the proxy statement/prospectus, any amendments thereto and any other documents filed with the SEC carefully and in their entirety when they become available because they will contain important information about Artius, Origin and the proposed transaction. Investors and security holders may obtain free copies of the preliminary proxy statement/prospectus and definitive proxy statement/prospectus (when available) and other documents filed with the SEC by Artius through the website maintained by the SEC at http://www.sec.gov, or by directing a request to: Artius Management LLC, 3 Columbus Circle, Suite 2215 New York, New York 10019. The information contained on, or that may be accessed through, the websites referenced in this press release is not incorporated by reference into, and is not a part of, this press release.

Use of Projections

This press release contains Origin’s projected financial information. Such projected financial information is forward-looking and is for illustrative purposes only. It should not be relied upon as being indicative of future results. Neither Origin’s independent auditors, nor the independent registered public accounting firm of Artius, have audited, reviewed, compiled or performed any procedures with respect to the projections for the purpose of their inclusion in this press release, and accordingly, neither of them have expressed an opinion or provided any other form of assurance with respect thereto for the purpose of this press release. The projected financial information contained in this press release constitutes forward-looking information. The assumptions and estimates underlying such projected financial information are inherently uncertain and are subject to a wide variety of significant business, economic, competitive and other risks and uncertainties that could cause actual results to differ materially from those contained in the prospective financial information. See “Forward-Looking Statements” above. Actual results may differ materially from the results contemplated by the projected financial information contained in this press release, and the inclusion of such information in this press release should not be regarded as a representation by any person that the results reflected in such projections will be achieved.

Participants in the Solicitation

Artius, Origin and their respective directors and executive officers may be deemed to be participants in the solicitation of proxies from Artius’ shareholders in connection with the proposed business combination. Information about Artius’ directors and executive officers and their ownership of Artius’ securities is set forth in Artius’ final prospectus filed with the SEC on July 15, 2020. Additional information regarding the interests of those persons and other persons who may be deemed participants in the proposed transaction may be obtained by reading the proxy statement/prospectus regarding the proposed business combination when it becomes available.

Non-Solicitation

This press release is not a proxy statement or solicitation of a proxy, consent or authorization with respect to any securities or in respect of the potential transaction and shall not constitute an offer to sell or a solicitation of an offer to buy the securities of Artius, the combined company or Origin, nor shall there be any sale of any such 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 such state or jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of the Securities Act of 1933, as amended.

Financial Information; Non-GAAP Financial Measures

The financial information and data contained in this press release are unaudited and do not conform to Regulation S-X of the Securities and Exchange Act of 1934, as amended. Accordingly, such information and data may not be included, may be adjusted or may be presented differently in any proxy statement, prospectus or registration statement or other report or document to be filed or furnished by Artius with the SEC. In addition to financial measures included in this press release that are calculated in accordance with generally accepted accounting principles in the United States (“GAAP”), this press release contains non-GAAP financial measures, such as EBITDA. Artius and Origin believe these non-GAAP financial measures provide useful information to management and investors relating to Origin’s financial condition and results of operations. Origin’s management uses non-GAAP financial measures in conjunction with traditional GAAP financial and operating performance measures as part of its overall assessment of its performance, for budgeting and planning purposes, to evaluate the effectiveness of its business strategies and to communicate with investors.


Contacts

For Origin Materials
Investors:
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Media:
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For Artius Acquisition
Jason Ozone
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+1-212-309-7668


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Total of six TA Express sites expected to open across the state, introducing smaller-format travel center model to California this year

TA Express model rollout accelerated by franchising strategy, providing new and much-needed rest options for travelers and professional drivers

Smaller-format model facilitates development opportunities in non-traditional locations and offers convenient stopping areas

WESTLAKE, Ohio--(BUSINESS WIRE)--TravelCenters of America Inc. (Nasdaq: TA) (“TA”), nationwide operator and franchisor of the TA, Petro Stopping Centers and TA Express travel center brands, today announced the signing of a new franchise agreement to bring a TA Express site to California. The new TA Express site will be located in Baker, on Interstate 15, exit 221, and is expected to open later this year.


In addition to the Baker location, TA expects five other franchised TA Express sites will open in California over the next year in the cities of Bakersfield, Grenada, Newberry Springs, Olancha and Rosemond.

TA continues to meet the needs of our professional drivers and families by expanding our network where travelers are traveling, including in locations like Baker, California. In that area, and many others, sufficient land to provide for a more expansive traditional TA does not exist,” said Jon Pertchik, CEO of TA. “Fortunately, our TA Express model allows us to provide full services and abundant parking that allow guests to refresh, refuel and repair.”

Overall, the Company expects to open more than 20 franchised travel centers this year in the following states: Alabama, California, Georgia, Illinois, Kansas, Ohio, Pennsylvania, Tennessee, Texas, Utah and Wisconsin. TA is currently negotiating franchise agreements for over 20 additional travel centers across the U.S. and has more than 80 other potential franchise agreements in its pipeline.

The average TA Express site sits on 10.5 acres of land and contains parking for approximately 75 trucks and 55 cars. All TA Express locations have a travel store, quick-serve dining areas, multiple fueling positions, and offer drivers the ability to earn and redeem points through the UltraONE loyalty program. The response to TA’s franchising efforts is strong, as evidenced by its 2020 franchise success.

Those interested in franchise opportunities can learn more by visiting ta-petro.com/franchising.

About TravelCenters of America

TravelCenters of America Inc. (Nasdaq: TA) is the nation's largest publicly traded full-service travel center network. Founded in 1972 and headquartered in Westlake, Ohio, its nearly 20,000 employees serve customers in over 270 locations in 44 states and Canada, principally under the TA®, Petro Stopping Centers® and TA Express® brands. Offerings include diesel and gasoline fuel, truck maintenance and repair, convenience stores, full-service and quick-service restaurants, car and truck parking and other services and amenities dedicated to providing great experiences for professional drivers and the general motoring public. TravelCenters of America operates nearly 650 full-service and quick-service restaurants and 10 proprietary brands, including Quaker Steak and Lube®, Iron Skillet® and Country Pride®. For more information, visit www.ta-petro.com.

Warning Regarding Forward Looking Statements

This press release contains statements that constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 and other securities laws. For example, this press release includes various statements about opening new travel centers, expected new franchising arrangements, potential future franchising arrangements, plans to pursue additional franchising arrangements, and the anticipated benefits of expanding the company’s network. Also, whenever TA uses words such as “believe”, “expect”, “anticipate”, “intend”, “plan”, “estimate”, "will", “may” and negatives or derivatives of these or similar expressions, TA is making forward-looking statements. These forward-looking statements are based upon TA’s present intent, beliefs or expectations, but forward-looking statements are not guaranteed to occur and may not occur or may not have the effects TA expects. Actual results may differ materially from those contained in or implied by TA’s forward-looking statements. Forward-looking statements involve known and unknown risks, uncertainties and other factors, including those set forth in TA’s filings with the Securities and Exchange Commission, some of which are beyond TA’s control.


Contacts

Tina Arundel
TravelCenters of America
216-389-3028
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