Market Newsdesk

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

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

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

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

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

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

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

Intermap Reader Advisory

Certain information provided in this news release, including the use of proceeds of the Private Placement, constitutes forward
–
looking statements. The words “intends to”, “anticipate”, “expect”, “project”, “estimate”, “forecast”, “will be”, “will consider”, and similar expressions are intended to identify such forward
–
looking statements. Although Intermap believes that these statements are based on information and assumptions which are current, reasonable and complete, these statements are necessarily subject to a variety of known and unknown risks and uncertainties. Intermap’s forward
–
looking statements are subject to risks and uncertainties pertaining to, among other things, COVID
–
19 and its impact on both the Company
‘
s business and operations and those of its customers, cash available to fund operations, availability of capital, revenue fluctuations, nature of government contracts, economic conditions, loss of key customers, retention and availability of executive talent, competing technologies, common share price volatility, loss of proprietary information, software functionality, internet and system infrastructure functionality, information technology security, breakdown of strategic alliances, and international and political considerations, as well as those risks and uncertainties discussed Intermap’s Annual Information Form and other securities filings. While the Company makes these forward
–
looking statements in good faith, should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary significantly from those expected. Accordingly, no assurances can be given that any of the events anticipated by the forward
–
looking statements will transpire or occur, or if any of them do so, what benefits that the Company will derive therefrom. All subsequent forward
–
looking statements, whether written or oral, attributable to Intermap or persons acting on its behalf are expressly qualified in their entirety by these cautionary statements. The forward
–
looking statements contained in this news release are made as at the date of this news release and the Company does not undertake any obligation to update publicly or to revise any of the forward
–
looking statements made herein, whether as a result of new information, future events or otherwise, except as may be required by applicable securities law.

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

View original content:http://www.prnewswire.com/news-releases/intermap-technologies-completes-private-placement-301172476.html

SOURCE Intermap Technologies Corporation

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

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

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

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

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

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

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

View original content:http://www.prnewswire.com/news-releases/sabesp–material-fact-301172475.html

SOURCE Sabesp

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

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

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

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

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

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

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

Attorney Advertising. Prior results do not guarantee a similar outcome.

Contact Information:

Laurence Rosen, Esq.

Phillip Kim, Esq.

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

 

View original content to download multimedia:http://www.prnewswire.com/news-releases/rosen-a-leading-and-longstanding-firm-announces-investigation-of-securities-claims-against-biogen-inc–biib-301172458.html

SOURCE Rosen Law Firm, P.A.

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

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

Q3 2020 Financial Highlights

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

Key Financial Information

APUC Business Highlights

• 
  Acquisition of ESSAL
  – On September 11, 2020, APUC entered into an agreement to acquire from Aguas Andinas S.A. its 53.5% direct and indirect participation in Chilean water utility company Empresa de Servicios Sanitarios de Los Lagos S.A. (“ESSAL”), a vertically integrated, regional water and wastewater provider with approximately 230,000 connections in Southern Chile.  In compliance with local regulation in Chile, a tender offer process was launched for the remaining shares of ESSAL.  The tender offer was completed on October 14, 2020 and the settlement of the tendered shares occurred on October 19, 2020, resulting in APUC acquiring approximately 94% of the outstanding shares of ESSAL for an aggregate purchase price of $162.1 million. 
• 
  Acquisition of Ascendant
  
  – Subsequent to quarter end on November 9, 2020, APUC announced that it successfully completed its acquisition of Ascendant Group Limited (“Ascendant”).  Ascendant’s major subsidiary, Bermuda Electric Light Company (“BELCO”), is the sole electric utility in Bermuda, providing safe and reliable regulated electrical generation, transmission and distribution services to approximately 36,000 connections.
• 
  Sustainability Report and ESG Goals
  
  – On October 2, 2020, APUC released its 2020 Sustainability Report which outlines the Company’s progress towards its environmental, social and governance (“ESG”) goals and demonstrates its ongoing commitment to delivering mission-critical services and renewable energy solutions.  The 2020 Sustainability Report enhances the Company’s ESG disclosure to provide transparency and a higher level of detail around priority ESG issues for the Company’s stakeholders.  The Company expects to release in the fourth quarter of 2020 its first ever climate assessment report in response to guidelines established by Financial Stability Board’s Task Force on Climate-Related Financial Disclosures.
• 
  Issuance of $600 Million of Green Senior Unsecured Notes
   – On September 23, 2020, the Regulated Services Group, through its financing affiliate Liberty Utilities Finance GP 1, completed an inaugural offering into the U.S. 144A market with the issuance of $600.0 million of green senior unsecured notes bearing interest at 2.050% and having a maturity date of September 15, 2030.  The net proceeds from the offering of the notes will be used to finance or refinance wind energy projects and other eligible green investments.
• 
  Completion of Great Bay II Solar Project
  
   – On August 13, 2020, the Renewable Energy Group’s 43 MW Great Bay II Solar Facility, located in southern Maryland, achieved full commercial operations (“COD”).  The Great Bay II Solar Facility is the Renewable Energy Group’s fifth solar generating facility and is expected to generate approximately 72.9 GW-hrs of energy per year with the majority of output being sold through a long-term financial hedge.
• 
  Completion of Sugar Creek Wind Project –
  On November 9, 2020, the Renewable Energy Group’s 202 MW Sugar Creek Wind Facility, located in Logan County, Illinois, achieved COD.  The Sugar Creek Wind Facility is the Renewable Energy Group’s 13th wind powered electric generating facility and is expected to generate approximately 708.2 GW-hrs of energy per year with the majority of output being sold through a long-term financial hedge. Renewable energy credits (“RECs”) from the facility will be sold under long-term contracts to utilities in the state.
• 
  Impact of COVID-19 on Operating Results
  
   – The COVID-19 pandemic and resulting business suspensions and shutdowns have changed consumption patterns of residential, commercial and industrial customers across all three modalities of utility services, including decreased consumption among certain commercial and industrial customers.  Primarily as a result of the decreased demand, total Divisional Operating Profit of the Regulated Services Group for the three and nine months ended September 30, 2020, has decreased by approximately $4.2 million and $14.0 million as compared to the same periods in the prior year and represents a reduction of approximately $0.01 and $0.02 on Adjusted Net Earnings per share¹ (see “Non-GAAP Financial Measures and Use of Non-GAAP Financial Measures”).  For the three and nine months ended September 30, 2020, the Renewable Energy Group’s results were not adversely impacted by the pandemic, due to a largely contracted and diversified generation fleet.
• 
  Cost Containment Strategies
  – In response to both the unfavourable weather variance experienced in the first quarter of 2020 and the impacts from COVID-19, the Company began implementing cost containment strategies that would not impact safe and reliable delivery of utility services to customers.  For the nine months ended September 30, 2020, the Company was able to achieve approximately $18.0 million in cost savings.  The Company expects to achieve further expense reductions of between $5.0 million and $10.0 million in the last three months of 2020.

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

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

Earnings Conference Call

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

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

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

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

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

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

Caution Regarding Forward-Looking Information

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

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

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

Adjusted EBITDA

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

Adjusted Net Earnings

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

Adjusted Funds from Operations

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

Divisional Operating Profit

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

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

Reconciliation of Adjusted EBITDA to Net Earnings

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

Reconciliation of Adjusted Net Earnings to Net Earnings

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

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

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

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

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

 

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

SOURCE Algonquin Power & Utilities Corp.

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

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

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

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

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

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

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

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

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

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

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

 

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

SOURCE Willamette Valley Vineyards

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

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

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

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

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

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

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

McKean and Mikros Forward-Looking Statements


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

Additional Information for Mikros stockholders

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

View original content to download multimedia:http://www.prnewswire.com/news-releases/mckean-defense-announces-signing-of-definitive-agreement-to-acquire-mikros-systems-corporation-301172468.html

SOURCE Mikros Systems Corporation