Co-Diagnostics, Inc. Receives CE Markings for “ABC” and SARS-CoV-2 2-Gene Multiplex Tests

New tests expand global reach of Company COVID-19 test menu

PR Newswire

SALT LAKE CITY, Nov. 17, 2020 /PRNewswire/ — Co-Diagnostics, Inc. (Nasdaq: CODX), a molecular diagnostics company with a unique, patented platform for the development of molecular diagnostic tests, announced today that its Logix Smart™ ABC (Influenza A/B, SARS-CoV-2) and its Logix Smart™ SARS-CoV-2 (genes RdRp/E) multiplex test for multiple targets of the SARS-CoV-2 genome have both obtained regulatory authorization to be sold as in vitro diagnostics (“IVD”) for the diagnosis of COVID-19 in markets that accept CE-markings, and are now available for purchase from the Company’s Utah-based ISO-13485:2016 certified facility.

Co-Diagnostics’ Logix Smart ABC test kit allows for simultaneous detection of and differentiation between influenza A, influenza B, and SARS-CoV-2, the virus that causes COVID-19. The Company’s SARS-CoV-2 multi-gene test uses two gene markers, RdRp and E-gene to identify the presence SARS-CoV-2, and was designed to meet the demand for tests in regions that prefer multiple targets to confirm a positive diagnosis. Both multiplex tests use the Company’s patented CoPrimer™ technology and are designed for use with saliva and other respiratory tract samples, such as nasal swabs or sputum.

Due to the similarity in symptoms between the common cold, the flu, and COVID-19, even vaccinated patients exhibiting any of these related symptoms will still require testing for differentiation. For this reason, the Company believes a durable market will persist for its ABC test long after a COVID-19 vaccine is widely available, and that the test marks the Company’s entrance into the high-demand upper respiratory diagnostic space, independent of COVID-19.

Dwight Egan, Chief Executive Officer of Co-Diagnostics, commented, “Since announcing that we were the first American company to receive a CE marking for a COVID-19 diagnostic, Co-Diagnostics has continued to provide high-quality molecular diagnostic solutions for the coronavirus worldwide. We are pleased to now announce additional tools in the ongoing battle against the pandemic, especially for those regions where government or regulatory bodies recommend a multi-target coronavirus diagnostic, such as in India.

“Our CoPrimer technology is ideally suited for multiplexed PCR tests, as it dramatically reduces the possibility of ‘primer-dimers,’ a common phenomenon in PCR reactions that leads to false positive results, and allowing for assays with much higher specificity. With up to 56 million flu cases in the US alone in the last flu season, and with symptoms that are often similar to those of COVID-19, we believe that the need for a high-quality diagnostic tool capable of accurately detecting and differentiating between flu A/B and COVID-19 while also delivering true-negative results will remain strong.

“Both tests were designed and created in response to demand from our target markets, domestic and abroad. With these CE markings in place, we look forward to continuing our mandate to bring high quality, affordable molecular diagnostics to nations across the world, and to remaining in the forefront of the fight against COVID-19.”

The CE Markings for both the Logix Smart ABC Test and the Logix Smart SARS-CoV-2 (genes RdRp/E) test confirm that they meet the Essential Requirements of the European Community’s In-Vitro Diagnostic Medical Device Directive (IVDD 98/79/EC), permitting export and sales of the products as IVDs to commence immediately in the European Community. Many other global markets also accept a CE marking as valid regulatory approval following routine local product registration, which allows sales of the Company’s IVDs into these areas.

About Co-Diagnostics, Inc.:
Co-Diagnostics, Inc., a Utah corporation, is a molecular diagnostics company that develops, manufactures, and markets a state-of-the-art diagnostics technology. The Company’s technology is utilized for tests that are designed using the detection and/or analysis of nucleic acid molecules (DNA or RNA). The Company also uses its proprietary technology to design specific tests to locate genetic markers for use in industries other than infectious disease and license the use of those tests to specific customers.

Forward-Looking Statements:

This press release contains forward-looking statements. Forward-looking statements can be identified by words such as “believes,” “expects,” “estimates,” “intends,” “may,” “plans,” “will” and similar expressions, or the negative of these words. Such forward-looking statements are based on facts and conditions as they exist at the time such statements are made and predictions as to future facts and conditions.  Forward-looking statements in this release include statements regarding the (i) use of funding proceeds, (ii) expansion of product distribution, (iii) acceleration of initiatives in liquid biopsy and SNP detection, (iv) use of the Company’s liquid biopsy tests by laboratories, (v) capital resources and runway needed to advance the Company’s products and markets, (vi) increased sales in the near-term, (vii) flexibility in managing the Company’s balance sheet, (viii) anticipation of business expansion, and (ix) benefits in research and worldwide accessibility of the CoPrimer technology and its cost-saving and scientific advantages. Forward-looking statements are subject to inherent uncertainties, risks and changes in circumstances.  Actual results may differ materially from those contemplated or anticipated by such forward-looking statements. Readers of this press release are cautioned not to rely on any forward-looking statements. Any forward-looking statement made by the Company in this press release is based only on information currently available to the Company and speaks only as of the date on which it is made. The Company does not undertake any obligation to update any forward-looking statement relating to matters discussed in this press release, except as may be required by applicable securities laws.

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SOURCE Co-Diagnostics

Frontera Announces Agreement to Resolve Outstanding Transportation Disputes in Colombia

PR Newswire

TORONTO and BOGOTÁ, Nov. 17, 2020 /PRNewswire/ – Frontera Energy Corporation (TSX: FEC) (“Frontera”), Cenit Transporte y Logística de Hidrocarburos S.A.S. (“CENIT”) and Oleoducto Bicentenario de Colombia S.A.S. (“Bicentenario”) separately announced today that they have reached an agreement for the joint filing of a petition for a binding settlement which, upon completion and approval by the competent Colombian court, will resolve all the disputes pending among them, related to the Bicentenario Pipeline (“BIC Pipeline”) and the Caño Limón – Coveñas Pipeline (“CLC Pipeline”), and will terminate all the pending arbitration proceedings related to such disputes. All the Frontera subsidiaries involved in those proceedings are also parties to the agreement, and references to Frontera include such subsidiaries. All financial amounts in this news release are in United States dollars, unless otherwise stated.

The parties consider that this transaction eliminates any uncertainty related to the potential outcomes of the disputes, thus protecting the interests of all the parties and those of their stakeholders. The settlement will also create new business opportunities for the parties involved.

The settlement arrangement includes a full and final mutual release upon closing of all present and future amounts claimed by all parties in respect of the terminated transportation contracts for both the CLC Pipeline and the BIC Pipeline, and also in respect of certain related contracts involving the liabilities which are recorded by Frontera as Cost Under Terminated Pipeline Contracts. Further information about all those claims is contained in Frontera’s Interim Financial Statements dated November 3, 2020.

The transaction does not include any cash payments between the parties, except for Frontera’s release of its interests in a trust fund (restricted cash) of approximately $28 million created as a collateral for one of the claims. Frontera will transfer to CENIT its 43.03% interest in Bicentenario, any related outstanding Bicentenario dividends, and the BIC Pipeline line fill. The claims released by Frontera include recovery of the letters of credit drawn by Bicentenario in 2018 and all other claims that have been asserted by Frontera against Bicentenario.

Frontera will also enter into new transportation contracts with CENIT and its subsidiaries Bicentenario and Oleoducto de los Llanos Orientales S.A. (“ODL”).

The new ODL transportation contract is expected to commence in the first quarter of 2021. The ODL transportation contract would provide for a ship or pay commitment of 10,000 bbls/day for approximately 3.8 years at a current tariff of $4.0/bbl. The ODL pipeline is regularly used by Frontera to transport crude oil from its heavy oil district which produces sufficient volumes to comply with the new obligations. The new ODL contract is not expected to impact Frontera’s transportation costs.

The new transportation contracts with CENIT and Bicentenario for use of the CLC Pipeline and BIC Pipeline (and certain related facilities) will become effective within a six month period as of the closing of the transaction. The new take or pay commitment is projected to be approximately 3,900 bbls/day, subject to adjustments in changes in the oil price and Colombia/U.S. exchange rates between now and closing, for a term of five years at a current tariff of $11.5/bbl. Frontera will not have to make payments under the new transportation contracts for oil that is required to be shipped on alternative pipeline systems. Frontera will be able to use the CLC Pipeline and the BIC Pipeline for the transportation of oil to Coveñas as an alternative to the use of the Ocensa pipeline. It is expected that the new contracts will increase Frontera’s average transportation costs by approximately $0.30 per boe, or potentially less, at current tariffs.

The arrangement is conditional upon certain regulatory approvals, including approval of the settlement arrangement under Colombian law which requires an opinion to be issued by the Office of the Attorney General of Colombia (Procuraduría General de la Nación) and approval of the Administrative Tribunal of Cundinamarca, competent final appeals court with competence regarding conciliation arrangements to which state owned companies are a party. The settlement documentation provides that if such approvals are not obtained by June 30, 2021 or such later date as may be agreed, then either party will become entitled to terminate the settlement arrangement, and that the legal rights of the parties with respect to the disputes are not prejudiced unless and until the required approvals are obtained and the settlement arrangement is closed. There can be no assurance that the required approvals will be received on a timely basis or at all.

About Frontera:

Frontera Energy Corporation is a Canadian public company and a leading explorer and producer of crude oil and natural gas, with operations focused in South America. The Company has a diversified portfolio of assets with interests in more than 40 exploration and production blocks in Colombia, Peru, Ecuador and Guyana. The Company’s strategy is focused on sustainable growth in production and reserves. Frontera is committed to conducting business safely, ethically in a socially and environmentally responsible manner. Frontera’s common shares trade on the Toronto Stock Exchange under the ticker symbol “FEC”.

If you would like to receive News Releases via e-mail as soon as they are published, please subscribe here: http://fronteraenergy.mediaroom.com/subscribe.

Advisories:

Cautionary Note Concerning Forward-Looking Statements

This news release contains forward-looking statements. All statements, other than statements of historical fact, that address activities, events or developments that the Company believes, expects or anticipates will or may occur in the future (including, without limitation, the impact of the settlement arrangement on future business opportunities for the Company, the effect the new transportation agreements will have on the Company’s transportation cost, the ability to obtain certain regulatory approvals, including an opinion from the Office of the Attorney General of Colombia and the approval of the Administrative Tribunal of Cundinamarca) are forward-looking statements. These forward-looking statements reflect the current expectations or beliefs of the Company based on information currently available to the Company. Forward-looking statements are subject to a number of risks and uncertainties that may cause the actual results of the Company to differ materially from those discussed in the forward-looking statements, and even if such actual results are realized or substantially realized, there can be no assurance that they will have the expected consequences to, or effects on, the Company. Factors that could cause actual results or events to differ materially from current expectations include, among other things: political developments in Colombia; timing on receipt of government approvals; fluctuations in foreign exchange or interest rates and stock market volatility and the other risks disclosed under the heading “Risks and Uncertainties” in the Company’s MD&A dated November 3, 2020 and under the heading “Risk Factors” and elsewhere in the Company’s annual information form dated March 5, 2020 filed on SEDAR at www.sedar.com. There can be no assurance that the proposed conciliation will be implemented. Any forward-looking statement speaks only as of the date on which it is made and, except as may be required by applicable securities laws, the Company disclaims any intent or obligation to update any forward-looking statement, whether as a result of new information, future events or results or otherwise. Although the Company believes that the assumptions inherent in the forward-looking statements are reasonable, forward-looking statements are not guarantees of future performance and accordingly undue reliance should not be put on such statements due to the inherent uncertainty therein.

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SOURCE Frontera Energy Corporation

Socket Mobile Takes Goodwill Impairment Charge in Q3 2020

PR Newswire

NEWARK, Calif., Nov. 17, 2020 /PRNewswire/ — Socket Mobile, Inc. (NASDAQ: SCKT), a leading innovator of data capture and delivery solutions for enhanced productivity, announced today that it has completed the annual goodwill impairment test required by generally accepted accounting principles. As a result of the lower stock price from the beginning of 2020 through the annual goodwill measurement date of September 30th, the Company concluded that an adjustment to its fair value was required.

The non-cash impairment charge totaled $4.4 million and was recorded in the Company’s Q3 2020 results. The impairment charge does not affect the Company’s cash position, cash flow from operating activities, bank debt covenants, and does not have any impact on future operations.

The revised financial tables reflecting the goodwill impairment can be found at the end of this press release. For detailed information, please refer to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2020 at https://www.sec.gov/Archives/edgar/data/944075/000094407520000048/q3-2020.htm

About Socket Mobile, Inc.
Socket Mobile is a leading provider of data capture and delivery solutions for enhanced productivity in workforce mobilization. Socket Mobile’s revenue is primarily driven by the deployment of third-party barcode enabled mobile applications that integrate Socket Mobile’s cordless barcode scanners and contactless reader/writers. Mobile Applications servicing the specialty retailer, field service, transportation, and manufacturing markets are the primary revenue drivers. Socket Mobile has a network of thousands of developers who use its software developer tools to add sophisticated data capture to their mobile applications. Socket Mobile is headquartered in Newark, Calif. and can be reached at +1-510-933-3000 or www.socketmobile.com. Follow Socket Mobile on Facebook, Twitter @socketmobile and on our sockettalk blog.

Socket Mobile Investor Contact:

Lynn Zhao

Chief Financial Officer
510-933-3016
[email protected]


Socket is a registered trademark of Socket Mobile. All other trademarks and trade names contained herein may be those of their respective owners.


© 2020, Socket Mobile, Inc. All rights reserved.

— Revised financial tables to follow —


Socket Mobile, Inc.


Summary Statements of Operations (Unaudited)


(
Amounts in Thousands except per share amounts and percentages)

Three months ended Sept 30,

Nine months ended Sept 30,


2020


2019


2020


2019

Revenue

$  4,109

$  4,980

$  11,044

 

$  14,668

 

Cost of revenue

1,835

2,344

5,186

7,003

Gross margin

2,274

2,636

5,858

7,665

   Gross margin percent

55.3%

52.9%

53.0%

52.3%

Research & development

 

681

1,015

2,421

2,906

Sales & marketing

658

785

2,148

2,312

General & administrative

486

707

1,741

2,053

Goodwill impairment charges

4,427

4,427

   Total operating expenses

6,252

2,507

10,737

7,271

Operating income (loss)

(3,978)

129

(4,879)

394

Other income

70

Interest income (expense), net

(24)

(25)

(51)

(83)

Income tax (expense) benefit

(1)

(10)

(1)

(85)

Net income (loss)

   $ (4,003)*

$      94

  $  (4,861)*

$      226

Earnings (loss) per share: 

  Basic

  Diluted

 

$ (0.62)*

$ (0.62)*

 

     $ 0.02

      $ 0.01

   

 $ (0.76)*

  $ (0.76)*

   

$ 0.04

 $ 0.04

Weighted average shares outstanding:

  Basic

  Diluted

 

6,038

6,038

 

      5,999

      6,317

   

  6,020

  6,020

    

 5,980

 6,237

*Included goodwill impairment adjustment of $4.43 million recorded as of September 30, 2020

 


Socket Mobile, Inc.


Condensed Summary Balance Sheets


(Amounts in Thousands)

 September 30,
2020

December 31,
2019**

Cash

$     1,775

$         959

Accounts receivable, net

2,359

2,837

Inventories, net

3,362

3,179

Deferred cost on shipments to distributors

179

234

Other current assets

317

312

Property and equipment, net

835

864

Goodwill

4,427

Deferred tax assets

5,507

5,507

Operating leases right-of-use assets

 

704

937

Other long-term assets

170

202

Total assets

  $   15,208*

$    19,458

Accounts payable and accrued liabilities

$     2,417

$      2,651

Bank line of credit

1,413

Notes payable

1,059

333

Subordinated convertible notes payable, net of discount

168

Subordinated convertible notes payable, net of discount-related party

1,265

Deferred revenue on shipments to distributors

557

611

Deferred service revenue

55

 

74

Operating lease liabilities

 

855

1,134

 

Other liabilities

8

Total liabilities

6,376

6,224

Common stock

 

61,532

 

61,073

 

 

 

Accumulated deficit

    (52,700)*

(47,839)

Total equity

       8,832*

13,234

Total liabilities and equity

 $   15,208*

$   19,458

*Included goodwill impairment adjustment of $4.43 million recorded as of September 30, 2020

**Derived from audited financial statements.

                                           

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SOURCE Socket Mobile, Inc.

Immunic, Inc. Announces Formation of Scientific-Medical Advisory Board

– Initial Appointments Include Internationally Recognized Experts: Fred D. Lublin, M.D.; Bruce E. Sands, M.D., M.S.; Jerrold R. Turner, M.D., Ph.D. and Paul J. Utz, M.D. –

PR Newswire

NEW YORK, Nov. 17, 2020 /PRNewswire/ — Immunic, Inc. (Nasdaq: IMUX), a clinical-stage biopharmaceutical company developing a pipeline of selective oral immunology therapies aimed at treating chronic inflammatory and autoimmune diseases, today announced the formation of a Scientific-Medical Advisory Board (SAB). Inaugural members include Drs. Fred D. Lublin, Bruce E. Sands, Jerrold R. Turner and Paul J. Utz, all internationally recognized experts in their respective fields of inflammatory and autoimmune diseases. The newly created SAB will provide management with external scientific review and high-level advice with regard to the company’s preclinical and clinical development activities and product pipeline.

“The establishment of a Scientific-Medical Advisory Board marks an important milestone for Immunic and we are honored to have such highly distinguished experts as our inaugural members,” stated Daniel Vitt, Ph.D., Chief Executive Officer and President of Immunic. “Together, their extensive knowledge, relationships and insights will be invaluable as we continue to advance our pipeline, and in particular our lead program, IMU-838, for which we recently reported very positive results from our phase 2 EMPhASIS trial in relapsing-remitting multiple sclerosis and which currently is in additional phase 2 trials for ulcerative colitis, primary sclerosing cholangitis and COVID-19.”

Fred D. Lublin, M.D.

Dr. Lublin is a neuroimmunologist with a special interest in immune functions and abnormalities that affect the nervous system. He currently serves as the Saunders Family Professor of Neurology and the Director of the Corinne Goldsmith Dickinson Center for Multiple Sclerosis, Icahn School of Medicine at Mount Sinai in New York. As one of the world’s foremost experts on experimental therapies for multiple sclerosis (MS), Dr. Lublin transformed patient outcomes with pioneering studies of Interferon beta-1b before the drug received approval from the U.S. Food and Drug Administration (FDA) in 1993 to treat the relapsing-remitting form of the disease. Over the years, his work has received funding from the National Institutes of Health (NIH), National Multiple Sclerosis Society (NMSS) and the International Progressive MS Alliance, among other organizations.

Dr. Lublin has served on the Board of MS Hope for a Cure and the National Multiple Sclerosis Society. He also served as past Chairman of the National Multiple Sclerosis Society (USA) advisory committee on clinical trials of new MS drugs and Chairman and National Board Member of the Clinical Advisory Committee of the New York City Chapter of the National MS Society. He has published numerous scientific articles and has served as a consultant to the NIH, as well as to pharmaceutical and biotechnology companies in all phases of drug development, including in preparation for drug presentation to the FDA and its advisory panels.

Dr. Lublin earned his medical degree from Jefferson Medical College in Philadelphia, PA and completed an externship at the National Hospital for Nervous Diseases in Queen Square, London. He concluded his formal training in New York with an internal medicine internship at Bronx Municipal Hospital, Albert Einstein Medical Center, and a neurology residency at New York Hospital, Cornell Medical Center. In 2018, Dr. Lublin received the Clifford H. Goldsmith Award for Outstanding Service and the June Halper Lifetime Achievement Award from the Consortium of MS Centers in recognition of his long-standing history of innovative research and commitment to excellence in caring for patients with MS.


Bruce E. Sands, M.D., M.S.

Dr. Sands is the Dr. Burrill B. Crohn Professor of Medicine and Chief, Dr. Henry D. Janowitz Division of Gastroenterology, Icahn School of Medicine at Mount Sinai in New York. Prior to joining Mount Sinai, Dr. Sands was Medical Co-Director of the Crohn’s & Colitis Center at Massachusetts General Hospital in Boston, where he also served as the hospital’s Acting Chief of the Gastrointestinal Unit as well as Associate Professor of Medicine at Harvard Medical School.

A longtime advocate for continued translational research in Crohn’s disease and ulcerative colitis, Dr. Sands is widely recognized for his innovative treatment of IBD and for his clinical investigations of new therapeutics. He was among the first to report the efficacy of infliximab, a drug used to treat autoimmune diseases in ulcerative colitis, a result later confirmed in large, multi-center randomized controlled trials.

Dr. Sands has served as the Chair of the Clinical Research Alliance of the Crohn’s Foundation of America, Chair of the Immunology, Microbiology and Inflammatory Bowel Disease Section of the American Gastroenterological Association (AGA) and Chair of the International Organization for the Study of IBD. He is an AGA fellow (AGAF) and a fellow of the American College of Gastroenterology (FACG). His work has appeared in several leading peer-reviewed journals, including the New England Journal of Medicine, for which he is also a reviewer, Gastroenterology and Gut. He served as an Associate Editor for the leading journal, Gastroenterology, from 2011 to 2016.

Dr. Sands received his medical degree at Boston University School of Medicine, MA and completed a residency in internal medicine at the Hospital of the University of Pennsylvania in Philadelphia. He completed his clinical and research fellowships at the Massachusetts General Hospital. Dr. Sands also holds a Master of Science in epidemiology from Harvard School of Public Health.


Jerrold R. Turner, M.D., Ph.D.

Dr. Turner is a Professor of Pathology and Medicine at Harvard Medical School. Dr. Turner also serves as a Senior Pathologist in the Department of Pathology at Brigham and Women’s Hospital and directs the Laboratory of Mucosal Barrier Pathobiology. Work in the laboratory focuses on tight junction biology and intestinal diseases. These studies have been continuously funded by the National Institutes of Health for over 25 years.

Dr. Turner previously served as the Sara and Harold Lincoln Thompson Professor at the University of Chicago, and as Associate Chair and the Associate Residency Director in the department of Pathology at the University of Chicago. Earlier in his career, he was Assistant/Associate Professor of Pathology at Wayne State University School of Medicine.

Dr. Turner has been published in numerous scientific journals throughout his career. He is the Founding Editor-In-Chief of Cellular and Molecular Gastroenterology and Hepatology, the basic and translational science journal of the American Gastroenterological Association, and has served as the Associate Editor of Gastroenterology, the American Journal of Pathology, and Laboratory Investigation.

Dr. Turner earned his medical degree and Ph.D. from Case Western Reserve University and completed his residency in anatomic pathology at Brigham and Women’s Hospital, where he also completed clinical and research fellowships in gastrointestinal and hepatobiliary pathology. He is board certified in anatomic pathology.


Paul J. Utz, M.D.

Dr. Utz is an expert in the study of human and murine autoantibodies and autoantigens, apoptosis signaling pathways, animal models of autoimmunity, proteomics and multiplexed assay development for biomarker discovery. He is currently Professor of Medicine – Immunology & Rheumatology at the Stanford University School of Medicine, where he directs a lab focused on the normal immune system and how it differs with the immune system of patients with immunodeficiency disorders, infections, and autoimmune diseases. Among the autoimmune diseases being studied are systemic lupus erythematosus, rheumatoid arthritis, MS and IBD. In addition to trying to better understand the pathogenic mechanisms involved in autoimmune and inflammatory diseases, the lab is interested in developing bench-to-bedside technologies, including diagnostics and therapeutics, for human immune diseases.

In addition to his research, Dr. Utz has been an innovator in medical student education. He is the Stanford Associate Dean for Medical Student Research, focused on promoting physician investigator development across the physician-scientist career continuum, and is founder of the Stanford Institutes of Medical Research (SIMR), one of the country’s largest and most respected immersive high school research programs. He also serves as the Emeritus Director of the Medical Scientist Training Program (MSTP) at Stanford.

Dr. Utz has won numerous faculty teaching awards for his work in the Department of Medicine and Immunology Interdepartmental Ph.D. Program at Stanford, and elsewhere. He is a member of the Scientific Advisory Boards of several biotechnology and pharmaceutical companies, and has co-founded three Bay Area companies.

Dr. Utz earned his medical degree from the Stanford University School of Medicine. He completed his internal medicine residency, rheumatology fellowship, and post-doctoral training at Brigham and Women’s Hospital in Boston prior to joining the Harvard Medical School Faculty.

About Immunic, Inc.

Immunic, Inc. (Nasdaq: IMUX) is a clinical-stage biopharmaceutical company with a pipeline of selective oral immunology therapies aimed at treating chronic inflammatory and autoimmune diseases, including relapsing-remitting multiple sclerosis, ulcerative colitis, Crohn’s disease, and psoriasis. Immunic is developing three small molecule products: its lead development program, IMU-838, is a selective immune modulator that inhibits the intracellular metabolism of activated immune cells by blocking the enzyme DHODH and exhibits a host-based antiviral effect; IMU-935 is an inverse agonist of RORγt; and IMU-856 targets the restoration of the intestinal barrier function. Immunic announced positive results from its phase 2 EMPhASIS trial of IMU-838 in patients with relapsing-remitting multiple sclerosis, reporting achievement of both primary and key secondary endpoints with high statistical significance. IMU-838 is also in phase 2 clinical development for ulcerative colitis and COVID-19, with an additional phase 2 trial considered in Crohn’s disease. An investigator-sponsored proof-of-concept clinical trial for IMU-838 in primary sclerosing cholangitis is ongoing at the Mayo Clinic. For further information, please visit: www.imux.com.

Cautionary Statement Regarding Forward-Looking Statements

This press release contains “forward-looking statements” that involve substantial risks and uncertainties for purposes of the safe harbor provided by the Private Securities Litigation Reform Act of 1995. All statements, other than statements of historical facts, included in this press release regarding strategy, future operations, future financial position, future revenue, projected expenses, prospects, plans and objectives of management are forward-looking statements. Examples of such statements include, but are not limited to, statements relating to Immunic’s three development programs and the targeted diseases; the potential for IMU-838, IMU-935 and IMU-856 to safely and effectively target diseases; the nature, strategy and focus of the company; the development and commercial potential of any product candidates of the company; expectations regarding the capitalization, resources and ownership structure of the company; and the structure, composition and potential contributions of the company’s scientific-medical advisory board. Immunic may not actually achieve the plans, carry out the intentions or meet the expectations or projections disclosed in the forward-looking statements and you should not place undue reliance on these forward-looking statements. Such statements are based on management’s current expectations and involve risks and uncertainties. Actual results and performance could differ materially from those projected in the forward-looking statements as a result of many factors, including, without limitation, risks and uncertainties associated with the ability to project future cash utilization and reserves needed for contingent future liabilities and business operations, the availability of sufficient resources to meet business objectives and operational requirements, the fact that the results of earlier studies and trials may not be predictive of future clinical trial results, the protection and market exclusivity provided by Immunic’s intellectual property, risks related to the drug development and the regulatory approval process and the impact of competitive products and technological changes. A further list and descriptions of these risks, uncertainties and other factors can be found in the section captioned “Risk Factors,” in the company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2019, filed with the SEC on March 16, 2020, the company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2020, filed with the SEC on November 6, 2020, and in the company’s subsequent filings with the Securities and Exchange Commission. Copies of these filings are available online at www.sec.gov or ir.imux.com/sec-filings. Any forward-looking statement made in this release speaks only as of the date of this release. Immunic disclaims any intent or obligation to update these forward-looking statements to reflect events or circumstances that exist after the date on which they were made. Immunic expressly disclaims all liability in respect to actions taken or not taken based on any or all the contents of this press release.

Contact Information

Immunic, Inc.

Jessica Breu

Head of Investor Relations and Communications
+49 89 2080 477 09
[email protected]

US IR Contact
Rx Communications Group
Melody Carey
+1 917 322 2571
[email protected]

US Media Contact
KOGS Communication
Edna Kaplan
+1 781 639 1910
[email protected]

 

 

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SOURCE Immunic, Inc.

Summit Hotel Properties Publishes Its Corporate Responsibility Report For 2019

PR Newswire

AUSTIN, Texas, Nov. 17, 2020 /PRNewswire/ — Summit Hotel Properties, Inc. (NYSE: INN) (the “Company”) today announced that it has published its annual Corporate Responsibility Report for 2019, which covers the Company’s ongoing commitment to the environment, its community and stakeholders.

The Company’s corporate responsibility goals use the United Nation Sustainable Development Goals as a guideline and outline the Company’s key performance indicators, achievements and initiatives to address important environmental, social and governance issues.

“Since establishing our Corporate Responsibility program in 2017, we have built upon our sustainability objectives, from tracking metrics related to our consumption, waste, recycling and greenhouse gas emissions, to setting measurable, science-based reduction targets for energy, water and carbon, and to committing to improve the efficiency of our buildings and promote sustainable operations through our Energy Management Program.  Additionally, we have expanded charitable engagement with our community through the Summit Foundation, our 501(c)(3) nonprofit organization and have broadened our social programs to enhance connectivity among our employees, partners and stakeholders to ensure that we champion an environment of diversity and inclusivity. We are pleased with the significant progress that we have made with our sustainability program, and we look forward to continuing to build on our accomplishments,” commented Mr. Hansen.

Our Corporate Responsibility Report is designed to help our stakeholders better understand our commitment and efforts regarding environmental stewardship, social responsibility, and governance and can be viewed in the “Responsibility” section of the Company’s website at www.shpreit.com/responsibility/about.  

About Summit Hotel Properties

Summit Hotel Properties, Inc. is a publicly traded real estate investment trust focused on owning premium-branded hotels with efficient operating models primarily in the Upscale segment of the lodging industry. As of November 17, 2020, the Company’s portfolio consisted of 72 hotels, 67 of which are wholly owned, with a total of 11,288 guestrooms located in 23 states. 

For additional information, please visit the Company’s website, www.shpreit.com and follow the Company on Twitter at @SummitHotel_INN.


Forward-Looking Statements

This press release contains statements that are “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, pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements are generally identifiable by use of forward-looking terminology such as “may,” “will,” “should,” “potential,” “intend,” “expect,” “seek,” “anticipate,” “estimate,” “approximately,” “believe,” “could,” “project,” “predict,” “forecast,” “continue,” “plan,” “likely,” “would” or other similar words or expressions. Forward-looking statements are based on certain assumptions and can include future expectations, future plans and strategies, financial and operating projections or other forward-looking information. Examples of forward-looking statements include the following: the Company’s descriptions of the Company’s plans or objectives for future programs and activities and descriptions of assumptions underlying or relating to any of the foregoing expectations regarding the timing of their occurrence. These forward-looking statements are subject to various risks and uncertainties, not all of which are known to the Company and many of which are beyond the Company’s control, which could cause actual results to differ materially from such statements. These risks and uncertainties include, but are not limited to, the state of the U.S. economy, supply and demand in the hotel industry, and other factors as are described in greater detail in the Company’s filings with the Securities and Exchange Commission (“SEC”). Unless legally required, the Company disclaims any obligation to update any forward-looking statements, whether as a result of new information, future events, or otherwise.

For information about the Company’s business and financial results, please refer to the “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Risk Factors” sections of the Company’s Annual Report on Form 10-K for the year ended December 31, 2019, filed with the SEC, and its quarterly and other periodic filings with the SEC. The Company undertakes no duty to update the statements in this release to conform the statements to actual results or changes in the Company’s expectations.

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SOURCE Summit Hotel Properties, Inc.

Aramark Reports Fourth Quarter and Full Year 2020 Earnings

Aramark Reports Fourth Quarter and Full Year 2020 Earnings

Fourth quarter and full year 2020 GAAP results include a 53rd week of operations. Organic Revenue and other Adjusted financial metrics are based on 52 weeks for comparability purposes.

Q4 SUMMARY

  • Generated positive cash flow and maintained strong liquidity
    • Cash provided by operating activities of $252 million; Free Cash Flow generation of $146 million in the quarter
    • Approximately $2.6 billion cash availability at quarter-end
    • Subsequent to quarter-end, paid down $680 million on revolving credit facility
  • Revenue (32)%; Organic Revenue (36)%
    • Sequential quarterly revenue improvement versus prior year across all segments
    • Education led progress with university reopenings and K-12 participation in serving universal meal programs across the U.S.
  • EPS of $(0.59); Adjusted EPS of $(0.35)
    • GAAP results additionally included certain non-cash impairment charges and costs related to organizational realignment
    • AOI drop-through consistent with Company’s expectations

FISCAL 2020 SUMMARY

  • Executed on business transformation while navigating challenges presented by COVID-19
    • Invested in growth-oriented resources throughout the year
    • Initiated disciplined cost-reduction actions and reallocated resources to continue creating a fit-for-purpose business
    • Generated positive cash flow since bond issuance in April
  • Revenue (21)%; Organic Revenue (21)%
    • Underlying growth in first half of fiscal year prior to impact of COVID-19
    • Client reopenings drove revenue improvement following April trough
  • EPS of $(1.83); Adjusted EPS of $(0.17)
    • GAAP results additionally included non-cash impairment and organizational realignment charges previously announced
  • Implemented client solutions focused on safety and hygiene
    • Developed and facilitated adoption of EverSafe™ platform that helps clients meet superior hygienic and safety standards
    • Launched additional in-demand offerings including delivery and contact-free solutions
    • Supported local communities in providing essential meals and health supplies

PHILADELPHIA–(BUSINESS WIRE)–
Aramark (NYSE: ARMK) today reported fourth quarter and full-year fiscal 2020 results.

“I am incredibly proud of our teams across the globe for their tireless work serving clients and communities in this extraordinary time of need,” said John Zillmer, Aramark’s Chief Executive Officer. “This dedication, combined with our resilient platform, flexible operating model and steadfast commitment to effectively manage cash flow and liquidity, enabled us to deliver quarter-over-quarter business improvement and cash availability of $2.6 billion at quarter-end. While navigating the unusual challenges of the current environment, we remain focused on fully realizing Aramark’s potential for accelerated long-term growth and enhanced efficiency.”

FOURTH QUARTER RESULTS*

Consolidated revenue was $2.7 billion in the quarter, down 32% compared to prior year from the impact of COVID-19. Organic Revenue, which adjusts for the effect of currency as well as the 53rd week of operations, declined 36% year-over-year.

Client reopenings as well as Aramark’s expanded service offerings contributed to sequential improvement in business performance across all segments compared to the third quarter:

 

 

Q3 ’20

Change (%)

Q4 ’20

Change (%)

 

Q3 ’20 Organic Revenue

Change (%)

Q4 ’20 Organic Revenue

Change (%)

FSS United States

(56)%

(41)%

 

(56)%

(45)%

FSS International

(46)%

(30)%

 

(41)%

(31)%

Uniform & Career Apparel

(12)%

(2)%

 

(12)%

(9)%

Total Company

(46)%

(32)%

 

(45)%

(36)%

 

Q3 ’20 performance reflects year-over-year results identified in the Non-GAAP schedules.

  • FSS United States drove progress while continuing to manage through business interruption.
 

Sector

Q4 Activity

Education

Served approximately 90% of Higher Ed client locations in some manner, while experiencing lower retail and catering volumes. Actively participated in universal government-sponsored meal programs in K-12.

Sports, Leisure & Corrections

Stadium attendance remained limited as leagues included fans based on local jurisdiction. Leisure reflected increased activity with modified operations. Corrections remained stable.

Business & Industry

Companies remained measured in return-to-work practices with reduced operations as decisions were driven largely by need and corporate culture as well as local regulatory restrictions.

Healthcare

Signs of strengthened performance as elective procedures increased and visitor restrictions began to ease in the quarter.

Facilities & Other

Provided more frequent and comprehensive services as client locations carefully reopened.

 
  • FSS International navigated government-imposed protocols across regions while continuing to win new business driven by the front-line response to COVID-19. Europe demonstrated improving trends as shutdowns gradually eased in the summer months with the Company managing through the latest government restrictions. Rest of World improvement was led by another quarter of double-digit growth in China that was more than offset by COVID-related impact in Canada and South America.

*May not foot due to rounding

  • Uniform & Career Apparel experienced improving trends, particularly in the rental business as well as increased client demand for adjacency services, including Personal Protective Equipment (PPE), supported by additional sales resources.

Revenue

 

Q4 ’20

Q4 ’19

Change ($)

Change (%)

Organic Revenue

Change ($)

Organic Revenue

Change (%)

FSS United States

$1,429M

$2,408M

($979M)

(41)%

($1,095M)

(45)%

FSS International

629

898

(269)

(30)%

(280)

(31)%

Uniform & Career Apparel

634

646

(11)

(2)%

(56)

(9)%

Total Company

$2,692M

$3,951M

($1,259M)

(32)%

($1,431M)

(36)%

Difference between Change (%) and Organic Revenue Change (%) reflects the elimination of currency translation and the impact of the 53rd week of operations.

Operating Loss of $94 million and Adjusted Operating Loss of $12 million in the quarter were due to the impact of COVID-19. Adjusted Operating Income (AOI) drop-through was managed to 23% of the corresponding revenue decline, on a constant-currency basis, driven by the Company’s ongoing cost-reduction efforts and flexible operating model, offset by restart costs from increased business activity.

  • FSS United States reflected initial re-start costs, particularly in Education and Sports, Leisure & Corrections, as client operations reactivated throughout the quarter.
  • FSS International was impacted by various stages of government-imposed shutdowns, while benefiting from cost-reduction strategies implemented in the third quarter.
  • Uniform & Career Apparel generated income from improved business performance as well as lower merchandise costs and route optimization.
  • Corporate included equity-based compensation expense resulting from certain actions taken in the fourth quarter as described in the Company’s Current Report on Form 8-K filed on September 8, 2020.

Operating (Loss) Income

 

Adjusted Operating (Loss) Income

 

Q4 ’20

Q4 ’19

Change (%)

 

Q4 ’20

Q4 ’19

Change ($)

Constant

Currency

Change ($)

Constant

Currency

Change (%)

FSS United States

($53M)

$156M

(134)%

 

($6M)

$205M

($211M)

($211M)

(103)%

FSS International

(58)

49

(219)%

 

(30)

56

(86)

(86)

(154)%

Uniform & Career Apparel

50

47

6%

 

57

71

(14)

(15)

(20)%

Corporate

(32)

(46)

30%

 

(33)

(13)

(20)

(20)

(162%)

Total Company

($94M)

$206M

(146)%

 

($12M)

$320M

($331M)

($332M)

(104)%

Operating (Loss) Income results include a 53rd week of operations.

FOURTH QUARTER GAAP SUMMARY

Fourth quarter fiscal 2020 GAAP results included a 53rd week of operations. GAAP results across all metrics in the quarter were affected by the impact of COVID-19. On a GAAP basis, revenue was $2.7 billion, operating loss was $94 million, net loss attributable to Aramark stockholders was $149 million and diluted loss per share was $0.59. Comparatively, fourth quarter 2019 revenue was $4.0 billion, operating income was $206 million, net income attributable to Aramark stockholders was $86 million and diluted earnings per share were $0.34. A reconciliation of GAAP to Non-GAAP measures is included in the Appendix.

FISCAL 2020 SUMMARY

Fiscal 2020 GAAP results also reflected a 53rd week of operations with GAAP results across all metrics affected by the impact of COVID-19. On a GAAP basis, revenue was $12.8 billion, operating loss was $265 million, net loss attributable to Aramark stockholders was $462 million and diluted loss per share was $1.83. Comparatively, fiscal 2019 revenue was $16.2 billion, operating income was $891 million, net income attributable to Aramark stockholders was $449 million and diluted earnings per share were $1.78.

Organic Revenue for the year declined 21% compared to fiscal 2019 with underlying growth in the first half of the year more than offset by the impact from COVID-19 throughout the remainder of the year. Adjusted Operating Income of $294 million was similarly affected by COVID-19 that led the Company to implement cost-reduction strategies, including renegotiation of client contracts, adjustment to salaries and other compensation as well as reduction to general corporate expenses.

CAPITAL STRUCTURE AND FREE CASH FLOW

Aramark maintained its focus on efficiency and cost-reduction initiatives that included management of capital expenditures and working capital. In the quarter, the Company generated Cash provided by operating activities of $252 million and Free Cash Flow of $146 million as effective cash management and seasonal cash inflows more than offset net loss from the impact of COVID-19 on operational performance.

In the fiscal year, Cash provided by operating activities totaled $177 million and Free Cash Flow was a use of $188 million driven by the reduction of earnings related to COVID-19. After the seasonal use of cash in the first fiscal quarter associated with Higher Education, the subsequent three quarters collectively generated positive cash flow.

At year-end, the Company had approximately $2.6 billion in cash and availability on its revolving credit facility. Subsequent to the end of the fourth quarter, Aramark repaid $680 million on its revolving credit facility.

DIVIDEND DECLARATION

The Company’s Board of Directors approved a quarterly dividend of 11 cents per share of common stock. The first quarter fiscal 2021 dividend will be payable on December 8, 2020, to stockholders of record at the close of business December 1, 2020.

BUSINESS UPDATE

Aramark executed business transformation strategies throughout the year that resulted in ongoing financial flexibility and increased business agility, including:

  • Leadership and organizational changes;
  • Strengthened client and supplier relationships;
  • Renewed entrepreneurial spirit with a growth mindset;
  • Investments in accelerated growth;
  • Effective management of the flexible business model across a diverse portfolio; and
  • Disciplined approach to variable cost structure that provided cash flow resilience.

These timely actions allowed Aramark to adapt quickly in the challenging environment, while preserving the ability to maximize future performance. The Company remains focused on offering safe and hygienic solutions for clients as well as innovation that creates seamless experiences, including cash-less and contact-free payment options. Through the launch of EverSafe™, Aramark is supporting the safe reopening and ongoing management of client locations. The Company also shifted certain production lines to manufacture PPE as well as continued to provide local communities essential meals and health supplies.

2021 OUTLOOK

The Company provides its expectations for organic revenue growth, Adjusted Operating Income and Free Cash Flow on a non-GAAP basis, and does not provide a reconciliation of such forward-looking non-GAAP measures to GAAP due to the inherent difficulty in forecasting and quantifying certain amounts that are necessary for such reconciliations, including adjustments that could be made for the impact of the change in fair value related to certain gasoline and diesel agreements, severance and other charges and the effect of currency translation. The fiscal 2021 outlook reflects management’s current assumptions regarding the continued impact of COVID-19 on Aramark and its clients. The extent to which COVID-19 continues to impact business, operations, and financial results, including the duration and magnitude of such impact, will depend on numerous evolving factors that are difficult to accurately predict, including those discussed in the Risk Factors set forth in the Company’s filings with the U.S. Securities and Exchange Commission.

In fiscal 2021, Aramark will continue to leverage its resilient operating model, while managing the business with a long-term mindset. The Company believes it is well-positioned to navigate the ever-changing environment with current performance expectations as follows:

  • Organic revenue improvement over the course of the fiscal year;
  • Adjusted Operating Income (AOI) reflecting a drop-through rate of 20%-25% in the first half of the year as a result of disciplined cost management, balanced by ongoing restart costs associated with client reopenings as well as continued investment to support growth opportunities; and
  • Free Cash Flow in a range of $100 million use to $200 million generation, dependent on the pace of recovery and timing of underlying growth. The first quarter will include seasonal outflow associated with Higher Education followed by positive cash flow over the balance of the year. Comparatively, Free Cash Flow was a use of $188 million in Fiscal 2020.

As Aramark did through the COVID-19 challenges in fiscal 2020, the Company will continue executing its growth acceleration strategies throughout fiscal 2021, including initiatives expected to drive base business, increase retention rates and win new clients, while gaining ongoing efficiencies from the Company’s fit-for-purpose actions.

“I am extremely encouraged by a number of positive trends across our business and expect ongoing improvement as the year progresses, with Aramark playing a key role in the broader recovery,” Zillmer added. “The passion and energy inside the organization fuels my confidence in Aramark’s ability to create a promising future for our valued employees, partners and shareholders.”

CONFERENCE CALL SCHEDULED

The Company has scheduled a conference call at 8:30 a.m. ET today to discuss its earnings. This call and related materials can be heard and reviewed, either live or on a delayed basis, on the Company’s web site, www.aramark.com on the investor relations page.

About Aramark

Aramark (NYSE: ARMK) proudly serves the world’s leading educational institutions, Fortune 500 companies, world champion sports teams, prominent healthcare providers, iconic destinations and cultural attractions, and numerous municipalities in 19 countries around the world. We deliver innovative experiences and services in food, facilities management and uniforms to millions of people every day. We strive to create a better world by making a positive impact on people and the planet, including commitments to engage our employees; empower healthy consumers; build local communities; source ethically, inclusively and responsibly; operate efficiently and reduce waste. Aramark is recognized as a Best Place to Work by the Human Rights Campaign (LGBTQ+), DiversityInc, Equal Employment Publications and the Disability Equality Index. Learn more at www.aramark.com or connect with us on Facebook and Twitter.

Selected Operational and Financial Metrics

Adjusted Revenue (Organic)

Adjusted Revenue (Organic) represents revenue growth, adjusted to eliminate the effects of material divestitures; the estimated impact of the 53rd week and the impact of currency translation.

Adjusted Operating (Loss) Income

Adjusted Operating (Loss) Income represents operating (loss) income adjusted to eliminate the change in amortization of acquisition-related intangible assets; the impact of the change in fair value related to certain gasoline and diesel agreements; severance and other charges; the effect of divestitures (including the gain on the sale); merger and integration related charges; asset impairments; tax reform related employee reinvestments; the estimated impact of the 53rd week and other items impacting comparability.

Adjusted Operating (Loss) Income (Constant Currency)

Adjusted Operating (Loss) Income (Constant Currency) represents Adjusted Operating (Loss) Income adjusted to eliminate the impact of currency translation.

Adjusted Net (Loss) Income

Adjusted Net (Loss) Income represents net (loss) income attributable to Aramark stockholders adjusted to eliminate the change in amortization of acquisition-related intangible assets; the impact of changes in the fair value related to certain gasoline and diesel agreements; severance and other charges; the effect of divestitures (including the gain on the sale); merger and integration related charges; asset impairments; tax reform related employee reinvestments; advisory fees related to shareholder matters; the estimated impact of the 53rd week; the effects of refinancings on interest and other financing costs, net, less the tax impact of these adjustments; the tax benefit attributable to the former CEO’s equity award exercises; the tax impact related to shareholder contributions; the impact of tax legislation and other items impacting comparability. The tax effect for adjusted net (loss) income for our U.S. earnings is calculated using a blended U.S. federal and state tax rate. The tax effect for adjusted net (loss) income in jurisdictions outside the U.S. is calculated at the local country tax rate.

Adjusted Net (Loss) Income (Constant Currency)

Adjusted Net (Loss) Income (Constant Currency) represents Adjusted Net (Loss) Income adjusted to eliminate the impact of currency translation.

Adjusted EPS

Adjusted EPS represents Adjusted Net (Loss) Income divided by diluted weighted average shares outstanding.

Adjusted EPS (Constant Currency)

Adjusted EPS (Constant Currency) represents Adjusted EPS adjusted to eliminate the impact of currency translation.

Covenant Adjusted EBITDA

Covenant Adjusted EBITDA represents net (loss) income attributable to Aramark stockholders adjusted for interest and other financing costs, net; (benefit) provision for income taxes; depreciation and amortization and certain other items as defined in our debt agreements required in calculating covenant ratios and debt compliance. The Company also uses Net Debt for its ratio to Covenant Adjusted EBITDA, which is calculated as total long-term borrowings less cash and cash equivalents.

Free Cash Flow

Free Cash Flow represents net cash provided by (used in) operating activities less net purchases of property and equipment and other. Management believes that the presentation of free cash flow provides useful information to investors because it represents a measure of cash flow available for distribution among all the security holders of the Company.

We use Adjusted Revenue (Organic), Adjusted Operating (Loss) Income (including on a constant currency basis), Adjusted Net (Loss) Income (including on a constant currency basis), Adjusted EPS (including on a constant currency basis), Covenant Adjusted EBITDA and Free Cash Flow as supplemental measures of our operating profitability and to control our cash operating costs. We believe these financial measures are useful to investors because they enable better comparisons of our historical results and allow our investors to evaluate our performance based on the same metrics that we use to evaluate our performance and trends in our results. These financial metrics are not measurements of financial performance under generally accepted accounting principles, or GAAP. Our presentation of these metrics has limitations as an analytical tool and should not be considered in isolation or as a substitute for analysis of our results as reported under GAAP. You should not consider these measures as alternatives to revenue, operating (loss) income, net (loss) income, or (loss) earnings per share, determined in accordance with GAAP. Adjusted Revenue (Organic), Adjusted Operating (Loss) Income, Adjusted Net (Loss) Income, Adjusted EPS, Covenant Adjusted EBITDA and Free Cash Flow as presented by us may not be comparable to other similarly titled measures of other companies because not all companies use identical calculations.

Explanatory Notes to the Non-GAAP Schedules

Amortization of Acquisition-Related Intangible Assets – adjustments to eliminate the change in amortization resulting from the purchase accounting applied to the January 26, 2007 going-private transaction executed with investment funds affiliated with GS Capital Partners, CCMP Capital Advisors, LLC and J.P. Morgan Partners, LLC, Thomas H. Lee Partners, L.P. and Warburg Pincus LLC as well as approximately 250 senior management personnel ($8.3 million for the fourth quarter of 2020, $31.6 million for fiscal 2020, $7.7 million for the fourth quarter of 2019 and $30.9 million for fiscal 2019) and amortization expense recognized on other acquisition-related intangible assets ($20.8 million for the fourth quarter of 2020, $84.9 million for fiscal 2020, $21.6 million for the fourth quarter of 2019 and $86.1 million for fiscal 2019).

Severance and Other Charges – adjustments to eliminate severance expenses in the applicable period ($20.9 million for the fourth quarter of 2020, $152.7 million for fiscal 2020, $1.1 million net expense reduction for the fourth quarter of 2019 and $18.7 million for fiscal 2019), adjustments to eliminate consulting costs incurred in the applicable period related to streamlining and general administrative initiatives ($1.5 million for the fourth quarter of fiscal 2019 and $14.5 million for fiscal 2019), adjustments to eliminate costs associated with the retirement of the Company’s former chief executive officer ($12.1 million for the fourth quarter and fiscal 2019, of which $10.4 million relates to cash compensation), incurring duplicate rent charges, moving costs, opening costs to build out and ready the Company’s new headquarters while occupying its then existing headquarters and closing costs ($8.2 million for fiscal 2019), charges related to information technology related initiatives ($1.2 million net expense reduction for the fourth quarter of 2019 and $5.0 million for fiscal 2019) and other charges.

Effects of Divestitures – adjustments to eliminate the impact that the Healthcare Technologies divestiture had on comparative periods.

Merger and Integration Related Charges – adjustments to eliminate merger and integration charges primarily related to the Avendra and AmeriPride acquisitions, including costs for transitional employees and integration related consulting costs ($6.5 million for the fourth quarter of 2020, $28.9 million for fiscal 2020, $9.8 million for the fourth quarter of 2019 and $36.1 million for fiscal 2019)

Goodwill Impairment – adjustment to eliminate the impact of a non-cash impairment charge to goodwill.

Gain on sale of Healthcare Technologies – adjustment to eliminate the impact of the gain on sale of the Healthcare Technologies business.

Tax Reform Related Employee Reinvestments – adjustments to eliminate certain reinvestments associated with tax savings created by the Tax Cuts and Jobs Act of 2017, including employee training expenses, special recognition awards and retirement contributions ($1.4 million for fiscal 2020, $4.4 million for the fourth quarter of 2019 and $74.9 million for fiscal 2019).

Advisory Fees Related to Shareholder Matters – adjustments to eliminate third party advisory, legal and other professional service fees incurred related to conversations initiated by Mantle Ridge LP in connection with the Company’s business, operations, strategies, governance and the composition of the Board of Directors ($7.7 million for the fourth quarter and fiscal 2019).

Estimated Impact of 53rd Week – adjustments to eliminate the estimated impact of a 53rd week of operations during fiscal 2020.

Gains, Losses and Settlements impacting comparability – adjustments to eliminate certain transactions that are not indicative of our ongoing operational performance, primarily for non-cash impairment charges related to various assets ($30.6 million for the fourth quarter and fiscal 2020 and $14.8 million for the fourth quarter and fiscal 2019), a non-cash charge related to operating lease right-of-use assets, property and equipment and other assets from disposal by abandonment of certain rental properties ($28.5 million for fiscal 2020), non-cash charges related to information technology assets ($4.2 million for the fourth quarter of 2020 and $26.1 million for fiscal 2020), gain from the insurance proceeds received related to the impact of property damage from a tornado in Nashville ($16.3 million gain for fiscal 2020), income/loss from prior years’ loss experience under our casualty insurance program ($10.3 million gain for fiscal 2020, $2.1 million loss for the fourth quarter of 2019 and $9.2 million gain for fiscal 2019), pension plan charges ($6.7 million gain for the fourth quarter and fiscal 2020 and $1.2 million loss for fiscal 2019), eliminate external consulting fees related to growth initiatives ($3.2 million for fiscal 2020), charges related to hyperinflation in Argentina ($1.4 million for the fourth quarter of 2020, $2.5 million fiscal 2020, $4.9 million for the fourth quarter and fiscal 2019), payroll tax charges related to equity award exercises by the Company’s former chief executive officer ($1.7 million for fiscal 2020), expenses related to legal settlements ($1.0 million net expense reduction for the fourth quarter and fiscal 2020 and $27.9 million for the fourth quarter and fiscal 2019), the impact of the change in fair value related to certain gasoline and diesel agreements ($3.1 million gain for the fourth quarter of 2020, $0.5 million loss for fiscal 2020, $0.8 million loss for the fourth quarter of 2019 and $4.7 million loss for fiscal 2019), banker fees and other charges related to the sale of Healthcare Technologies ($7.7 million for fiscal 2019), settlement charges related to exiting a joint venture arrangement ($4.5 million for fiscal 2019) and other miscellaneous charges ($0.8 million for the fourth quarter of 2020, $2.4 million for fiscal 2020, $1.1 million for the fourth quarter of 2019 and $4.0 million for fiscal 2019).

Effect of Refinancing and Other on Interest and Other Financing Costs, net – adjustments to eliminate expenses associated with refinancing activities undertaken by the Company in the applicable period such as charges related to the payment of a call premium ($23.1 million for fiscal 2020) and non-cash charges for the write-offs of unamortized debt issuance costs and debt premiums ($2.2 million gain for fiscal 2020 and $2.2 million loss for the fourth quarter and fiscal 2019).

Effect of Tax Legislation on (Benefit) Provision for Income Taxes – adjustments to eliminate the impact of tax legislation that is not indicative of our ongoing tax position based on the new tax policies, including the CARES Act and U.S. Tax Reform.

Tax Impact Related to Shareholder Transactions – adjustments to eliminate the tax impact of equity award exercises by the Company’s former chief executive officer ($2.3 million expense for the fourth quarter of 2020 and $22.3 million net benefit for fiscal 2020) and the tax impact related to cash proceeds received from Mantle Ridge for short-swing profits earned through transactions in the Company’s common stock ($4.1 million expense for fiscal 2020).

Tax Impact of Adjustments to Adjusted Net (Loss) Income – adjustments to eliminate the net tax impact of the adjustments to adjusted net (loss) income calculated based on a blended U.S. federal and state tax rate for U.S. adjustments and the local country tax rate for adjustments in jurisdictions outside the U.S. Adjustment also eliminates the valuation allowance recorded against deferred tax assets in a foreign subsidiary that is deemed not realizable (approximately $8.6 million for fiscal 2020).

Effect of Currency Translation – adjustments to eliminate the impact that fluctuations in currency translation rates had on the comparative results by presenting the periods on a constant currency basis. Assumes constant foreign currency exchange rates based on the rates in effect for the prior year period being used in translation for the comparable current year period.

Forward-Looking Statements

This press release contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. These statements reflect our current expectations as to future events based on certain assumptions and include any statement that does not directly relate to any historical or current fact. For example, statements regarding the potential future impact of the COVID-19 pandemic on our business, financial performance and operating results are forward-looking statements. These statements also include, but are not limited to, statements related to our expectations regarding performance of our business, our financial results, our operations, conditions in our industry and our business and growth strategy. Forward-looking statements can also be identified by words such as “outlook,” “aim,” “anticipate,” “are or remain or continue to be confident,” “have confidence,” “estimate,” “expect,” “will be,” “will continue,” “will likely result,” “project,” “intend,” “plan,” “believe,” “see,” “look to” and other words and terms of similar meaning or the negative versions of such words.

Forward-looking statements speak only as of the date made. These forward-looking statements are subject to risks and uncertainties that may change at any time, and, therefore, our actual results may differ materially from those that we expected. We derive many of our forward-looking statements from our operating budgets and forecasts, which are based upon many detailed assumptions. While we believe that our assumptions are reasonable, we caution that it is very difficult to predict the impact of known factors, and, of course, it is impossible for us to anticipate all factors that could affect our actual results. All subsequent written and oral forward-looking statements attributable to us, or persons acting on our behalf, are expressly qualified in their entirety by the cautionary statements.

Some of the factors that we believe could affect or continue to affect our results or the costs and benefits of the acquisitions include without limitation: the severity and duration of the COVID-19 pandemic; the pandemic’s impact on the U.S. and global economies, including particularly the client sectors we serve, and governmental responses to the pandemic; unfavorable economic conditions; natural disasters, global calamities, new pandemics, sports strikes and other adverse incidents; the failure to retain current clients, renew existing client contracts and obtain new client contracts; the manner and timing of benefits we expect to receive under the CARES Act or other government programs; a determination by clients to reduce their outsourcing or use of preferred vendors; competition in our industries; increased operating costs and obstacles to cost recovery due to the pricing and cancellation terms of our food and support services contracts; our expansion strategy; our ability to successfully integrate the businesses we acquire and costs and timing related thereto; the risk of unanticipated restructuring costs or assumption of undisclosed liabilities; the risk that we are unable to achieve the anticipated benefits (including tax benefits) and synergies of acquisitions, including whether such transactions will be accretive and within the expected timeframes; the availability of sufficient cash to repay certain indebtedness and our decision to utilize the cash for that purpose; the failure to maintain food safety throughout our supply chain, food-borne illness concerns and claims of illness or injury; governmental regulations including those relating to food and beverages, the environment, wage and hour and government contracting; liability associated with noncompliance with applicable law or other governmental regulations; new interpretations of or changes in the enforcement of the government regulatory framework; currency risks and other risks associated with international operations, including Foreign Corrupt Practices Act, U.K. Bribery Act and other anti-corruption law compliance; continued or further unionization of our workforce; liability resulting from our participation in multiemployer defined benefit pension plans; risks associated with suppliers from whom our products are sourced; disruptions to our relationship with, or to the business of, our primary distributor and other distribution partners; the inability to hire and retain sufficient qualified personnel or increases in labor costs; healthcare reform legislation; the contract intensive nature of our business, which may lead to client disputes; seasonality; a cybersecurity incident or other disruptions in the availability of our computer systems or privacy breaches; our leverage, including our recent significantly increased borrowings; the inability to generate sufficient cash to service all of our indebtedness; debt agreements that limit our flexibility in operating our business; our ability to attract new or maintain existing customer and supplier relationships at reasonable cost; our ability to retain key personnel and other factors set forth under the headings Item 1A “Risk Factors,” Item 3 “Legal Proceedings” and Item 7 “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and other sections of our Annual Report on Form 10-K, filed with the SEC on November 26, 2019 as such factors may be updated from time to time in our other periodic filings with the SEC, which are accessible on the SEC’s website at www.sec.gov and which may be obtained by contacting Aramark’s investor relations department via its website www.aramark.com. Accordingly, there are or will be important factors that could cause actual outcomes or results to differ materially from those indicated in these statements. These factors should not be construed as exhaustive and should be read in conjunction with the other cautionary statements that are included in this press release and in our other filings with the SEC. As a result of these risks and uncertainties, readers are cautioned not to place undue reliance on any forward-looking statements included herein or that may be made elsewhere from time to time by, or on behalf of, us. We undertake no obligation to publicly update or review any forward-looking statement, whether as a result of new information, future developments, changes in our expectations, or otherwise, except as required by law.

 

ARAMARK AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF (LOSS) INCOME

(Unaudited)

(In Thousands, Except Per Share Amounts)

 

Three Months Ended

 

 

October 2, 2020

 

September 27, 2019

Revenue

 

$

2,692,150

 

 

$

3,951,244

 

Costs and Expenses:

 

 

 

 

Cost of services provided

 

2,552,351

 

 

3,503,280

 

Depreciation and amortization

 

151,224

 

 

145,165

 

Selling and general corporate expenses

 

82,514

 

 

96,656

 

 

 

2,786,089

 

 

3,745,101

 

Operating (loss) income

 

(93,939)

 

 

206,143

 

Interest and Other Financing Costs, net

 

109,158

 

 

85,612

 

(Loss) Income Before Income Taxes

 

(203,097)

 

 

120,531

 

(Benefit) Provision for Income Taxes

 

(54,108)

 

 

35,117

 

Net (loss) income

 

(148,989)

 

 

85,414

 

Less: Net loss attributable to noncontrolling interest

 

(399)

 

 

(143)

 

Net (loss) income attributable to Aramark stockholders

 

$

(148,590)

 

 

$

85,557

 

 

 

 

 

 

(Loss) Earnings per share attributable to Aramark stockholders:

 

 

 

 

Basic

 

$

(0.59)

 

 

$

0.35

 

Diluted

 

$

(0.59)

 

 

$

0.34

 

Weighted Average Shares Outstanding:

 

 

 

 

Basic

 

253,178

 

 

247,431

 

Diluted

 

253,178

 

 

253,404

 

 

 

 

 

 

 

 

Fiscal Year Ended

 

 

October 2, 2020

 

September 27, 2019

Revenue

 

$

12,829,559

 

 

$

16,227,341

 

Costs and Expenses:

 

 

 

 

Cost of services provided

 

11,993,667

 

 

14,532,662

 

Depreciation and amortization

 

595,195

 

 

592,573

 

Selling and general corporate expenses

 

307,016

 

 

367,256

 

Goodwill impairment

 

198,600

 

 

 

Gain on sale of Healthcare Technologies

 

 

 

(156,309)

 

 

 

13,094,478

 

 

15,336,182

 

Operating (loss) income

 

(264,919)

 

 

891,159

 

Interest and Other Financing Costs, net

 

382,800

 

 

334,987

 

(Loss) Income Before Income Taxes

 

(647,719)

 

 

556,172

 

(Benefit) Provision for Income Taxes

 

(186,284)

 

 

107,706

 

Net (loss) income

 

(461,435)

 

 

448,466

 

Less: Net income (loss) attributable to noncontrolling interest

 

94

 

 

(83)

 

Net (loss) income attributable to Aramark stockholders

 

$

(461,529)

 

 

$

448,549

 

 

 

 

 

 

(Loss) Earnings per share attributable to Aramark stockholders:

 

 

 

 

Basic

 

$

(1.83)

 

 

$

1.82

 

Diluted

 

$

(1.83)

 

 

$

1.78

 

Weighted Average Shares Outstanding:

 

 

 

 

Basic

 

251,828

 

 

246,854

 

Diluted

 

251,828

 

 

252,010

 

ARAMARK AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS*

(Unaudited)

(In Thousands)

 

 

 

 

 

 

 

October 2, 2020

 

September 27, 2019

Assets

 

 

 

 

 

 

 

 

 

Current Assets:

 

 

 

 

Cash and cash equivalents

 

$

2,509,188

 

 

$

246,643

 

Receivables

 

1,431,206

 

 

1,806,964

 

Inventories

 

436,473

 

 

411,319

 

Prepayments and other current assets

 

298,944

 

 

193,461

 

Total current assets

 

4,675,811

 

 

2,658,387

 

Property and Equipment, net

 

2,050,908

 

 

2,181,762

 

Goodwill

 

5,343,828

 

 

5,518,800

 

Other Intangible Assets

 

1,932,637

 

 

2,033,566

 

Operating Lease Right-of-use Assets

 

551,394

 

 

 

Other Assets

 

1,158,106

 

 

1,343,806

 

 

 

$

15,712,684

 

 

$

13,736,321

 

 

 

 

 

 

Liabilities and Stockholders’ Equity

 

 

 

 

 

 

 

 

 

Current Liabilities:

 

 

 

 

Current maturities of long-term borrowings

 

$

99,915

 

 

$

69,928

 

Current operating lease liabilities

 

71,810

 

 

 

Accounts payable

 

663,455

 

 

999,517

 

Accrued expenses and other current liabilities

 

1,512,278

 

 

1,635,853

 

Total current liabilities

 

2,347,458

 

 

2,705,298

 

Long-Term Borrowings

 

9,178,508

 

 

6,612,239

 

Noncurrent Operating Lease Liabilities

 

341,667

 

 

 

Deferred Income Taxes and Other Noncurrent Liabilities

 

1,099,075

 

 

1,088,822

 

Redeemable Noncontrolling Interest

 

9,988

 

 

9,915

 

Total Stockholders’ Equity

 

2,735,988

 

 

3,320,047

 

 

 

$

15,712,684

 

 

$

13,736,321

 

 

 

 

 

 

*In connection with the Company’s adoption of ASC 842, Leases, three new line items were added to the balance sheet to reflect the recording of operating lease liabilities (current and noncurrent), offset by operating lease right-of-use assets. Further details will be available in the Annual Report on Form 10-K for the fiscal year ended October 2, 2020.

ARAMARK AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

(In Thousands)

 

 

 

 

 

 

 

 

 

 

 

 

Fiscal Year Ended

 

 

October 2, 2020

 

September 27, 2019

 

 

 

 

 

Cash flows from operating activities:

 

 

 

 

Net (loss) income

 

$

(461,435

)

 

 

$

448,466

 

 

Adjustments to reconcile net (loss) income to net cash provided by operating activities

 

 

 

 

Depreciation and amortization

 

595,195

 

 

 

592,573

 

 

Goodwill impairment and asset write-downs

 

283,743

 

 

 

 

 

Deferred income taxes

 

(134,048

)

 

 

40,503

 

 

Share-based compensation expense

 

30,339

 

 

 

55,280

 

 

Net gain on sale of Healthcare Technologies

 

 

 

 

(139,165

)

 

Changes in operating assets and liabilities

 

(235,120

)

 

 

44,855

 

 

Payments made to clients on contracts

 

(69,575

)

 

 

(40,073

)

 

Other operating activities

 

167,583

 

 

 

(18,212

)

 

Net cash provided by operating activities

 

176,682

 

 

 

984,227

 

 

 

 

 

 

 

Cash flows from investing activities:

 

 

 

 

Net purchases of property and equipment and other

 

(364,434

)

 

 

(485,219

)

 

Acquisitions, divestitures and other investing activities

 

3,314

 

 

 

275,698

 

 

Net cash used in investing activities

 

(361,120

)

 

 

(209,521

)

 

 

 

 

 

 

Cash flows from financing activities:

 

 

 

 

Net proceeds/payments of long-term borrowings

 

2,239,309

 

 

 

(576,930

)

 

Net change in funding under the Receivables Facility

 

315,600

 

 

 

 

 

Payments of dividends

 

(110,893

)

 

 

(108,439

)

 

Proceeds from issuance of common stock

 

90,022

 

 

 

39,087

 

 

Repurchase of stock

 

(6,540

)

 

 

(50,000

)

 

Other financing activities

 

(89,976

)

 

 

(38,610

)

 

Net cash provided by (used in) financing activities

 

2,437,522

 

 

 

(734,892

)

 

Effect of foreign exchange rates on cash and cash equivalents

 

9,461

 

 

 

(8,196

)

 

Increase in cash and cash equivalents

 

2,262,545

 

 

 

31,618

 

 

Cash and cash equivalents, beginning of period

 

246,643

 

 

 

215,025

 

 

Cash and cash equivalents, end of period

 

$

2,509,188

 

 

 

$

246,643

 

 

ARAMARK AND SUBSIDIARIES

RECONCILIATION OF NON-GAAP MEASURES

ADJUSTED CONSOLIDATED OPERATING (LOSS) INCOME MARGIN

(Unaudited)

(In thousands)

 

 

 

 

 

 

 

 

 

 

 

 

 

Three Months Ended

 

 

October 2, 2020

 

 

FSS United States

 

FSS International

 

Uniform

 

Corporate

 

Aramark and

Subsidiaries

Revenue (as reported)

 

$

1,429,031

 

 

 

$

629,021

 

 

 

 

$

634,098

 

 

 

 

 

 

 

$

2,692,150

 

 

 

 

Operating (Loss) Income (as reported)

 

$

(52,634

)

 

 

$

(58,488

)

 

 

$

49,569

 

 

 

 

 

$

(32,386

)

 

 

$

(93,939

)

 

Operating (Loss) Income Margin (as reported)

 

(3.68

)

%

 

(9.30

)

%

 

7.82

 

%

 

 

 

(3.49

)

%

 

 

 

 

 

 

 

 

 

 

 

Revenue (as reported)

 

$

1,429,031

 

 

 

$

629,021

 

 

 

 

$

634,098

 

 

 

 

 

 

 

$

2,692,150

 

 

 

 

Effect of Currency Translation

 

185

 

 

 

4,785

 

 

 

 

454

 

 

 

 

 

 

 

5,424

 

 

 

 

Estimated Impact of 53rd Week

 

(116,461

)

 

 

(15,858

)

 

 

(44,740

)

 

 

 

 

(177,059

)

 

Adjusted Revenue (Organic)

 

$

1,312,755

 

 

 

$

617,948

 

 

 

 

$

589,812

 

 

 

 

 

 

 

$

2,520,515

 

 

 

 

Revenue Growth (as reported)

 

(40.65

)

%

 

(29.94

)

%

 

(1.78

)

%

 

 

 

(31.87

)

%

Adjusted Revenue Growth (Organic)

 

(45.48

)

%

 

(31.18

)

%

 

(8.64

)

%

 

 

 

(36.21

)

%

 

 

 

 

 

 

 

 

 

 

 

Operating (Loss) Income (as reported)

 

$

(52,634

)

 

 

$

(58,488

)

 

 

$

49,569

 

 

 

 

 

$

(32,386

)

 

 

$

(93,939

)

 

Amortization of Acquisition-Related Intangible Assets

 

21,101

 

 

 

1,824

 

 

 

 

6,235

 

 

 

 

 

 

 

 

 

 

29,160

 

 

 

 

Severance and Other Charges

 

3,571

 

 

 

12,594

 

 

 

 

4,556

 

 

 

 

 

169

 

 

 

 

 

20,890

 

 

 

 

Merger and Integration Related Charges

 

111

 

 

 

176

 

 

 

 

6,176

 

 

 

 

 

 

 

 

 

 

6,463

 

 

 

 

Estimated Impact of 53rd Week

 

(825

)

 

 

827

 

 

 

 

(2,885

)

 

 

2,520

 

 

 

 

 

(363

)

 

Gains, Losses and Settlements impacting comparability

 

22,575

 

 

 

13,342

 

 

 

 

(6,673

)

 

 

(3,088

)

 

 

26,156

 

 

 

 

Adjusted Operating (Loss) Income

 

$

(6,101

)

 

 

$

(29,725

)

 

 

$

56,978

 

 

 

 

 

$

(32,785

)

 

 

$

(11,633

)

 

Effect of Currency Translation

 

99

 

 

 

(348

)

 

 

(82

)

 

 

 

 

 

 

 

(331

)

 

Adjusted Operating (Loss) Income (Constant Currency)

 

$

(6,002

)

 

 

$

(30,073

)

 

 

$

56,896

 

 

 

 

 

$

(32,785

)

 

 

$

(11,964

)

 

 

 

 

 

 

 

 

 

 

 

 

Operating (Loss) Income Growth (as reported)

 

(133.68

)

%

 

(218.86

)

%

 

5.82

 

%

 

29.90

 

 

 

%

 

(145.57

)

%

Adjusted Operating (Loss) Income Growth

 

(102.98

)

%

 

(153.14

)

%

 

(20.23

)

%

 

(162.28

)

%

 

(103.64

)

%

Adjusted Operating (Loss) Income Growth (Constant Currency)

 

(102.93

)

%

 

(153.76

)

%

 

(20.35

)

%

 

(162.28

)

%

 

(103.74

)

%

Adjusted Operating (Loss) Income Margin (Constant Currency)

 

(0.46

)

%

 

(4.87

)

%

 

9.65

 

%

 

 

 

(0.47

)

%

 

 

 

 

 

 

 

 

 

 

 

 

 

Three Months Ended

 

 

September 27, 2019

 

 

FSS United States

 

FSS International

 

Uniform

 

Corporate

 

Aramark and

Subsidiaries

Revenue (as reported)

 

$

2,407,750

 

 

 

$

897,894

 

 

 

 

$

645,600

 

 

 

 

 

 

 

$

3,951,244

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Operating Income (as reported)

 

$

156,290

 

 

 

$

49,209

 

 

 

 

$

46,843

 

 

 

 

 

$

(46,199

)

 

 

$

206,143

 

 

 

 

Amortization of Acquisition-Related Intangible Assets

 

21,209

 

 

 

1,952

 

 

 

 

6,148

 

 

 

 

 

 

 

 

 

 

29,309

 

 

 

 

Severance and Other Charges

 

(1,393

)

 

 

(888

)

 

 

(300

)

 

 

13,540

 

 

 

 

 

10,959

 

 

 

 

Merger and Integration Related Charges

 

1,014

 

 

 

 

 

 

 

8,738

 

 

 

 

 

 

 

 

 

 

9,752

 

 

 

 

Tax Reform Related Employee Reinvestments

 

3,228

 

 

 

 

 

 

 

1,144

 

 

 

 

 

 

 

 

 

 

4,372

 

 

 

 

Advisory Fees Related to Shareholder Matters

 

 

 

 

 

 

 

 

 

 

 

 

 

7,661

 

 

 

 

 

7,661

 

 

 

 

Gains, Losses and Settlements impacting comparability

 

24,591

 

 

 

5,664

 

 

 

 

8,859

 

 

 

 

 

12,498

 

 

 

 

 

51,612

 

 

 

 

Adjusted Operating Income

 

$

204,939

 

 

 

$

55,937

 

 

 

 

$

71,432

 

 

 

 

 

$

(12,500

)

 

 

$

319,808

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Operating Income Margin (as reported)

 

6.49

 

%

 

5.48

 

%

 

7.26

 

%

 

 

 

5.22

 

%

Adjusted Operating Income Margin

 

8.51

 

%

 

6.23

 

%

 

11.06

 

%

 

 

 

8.09

 

%

 

 

 

ARAMARK AND SUBSIDIARIES

RECONCILIATION OF NON-GAAP MEASURES

 

ADJUSTED CONSOLIDATED OPERATING (LOSS) INCOME MARGIN

 

(Unaudited)

 

(In thousands)

 

 

 

Fiscal Year Ended

 

 

 

October 2, 2020

 

 

 

FSS United States

 

FSS International

 

Uniform

 

Corporate

 

Aramark and

Subsidiaries

 

Revenue (as reported)

 

$

7,366,678

 

 

 

 

$

2,945,834

 

 

 

$

2,517,047

 

 

 

 

 

 

$

12,829,559

 

 

 

Operating Income (Loss) (as reported)

 

$

5,312

 

 

 

 

$

(344,274

)

 

 

$

171,525

 

 

 

 

$

(97,482

)

 

 

$

(264,919

)

 

 

Operating Income (Loss) Margin (as reported)

 

0.07

 

%

 

(11.69

)

%

 

6.81

 

%

 

 

 

(2.06

)

%

 

 

 

 

 

 

 

 

 

 

 

 

 

Revenue (as reported)

 

$

7,366,678

 

 

 

 

$

2,945,834

 

 

 

$

2,517,047

 

 

 

 

 

 

$

12,829,559

 

 

 

Effect of Currency Translation

 

836

 

 

 

 

132,602

 

 

 

2,135

 

 

 

 

 

 

135,573

 

 

 

Estimated Impact of 53rd Week

 

(116,461

)

 

 

(15,858

)

 

 

(44,740

)

 

 

 

 

(177,059

)

 

 

Adjusted Revenue (Organic)

 

$

7,251,053

 

 

 

 

$

3,062,578

 

 

 

$

2,474,442

 

 

 

 

 

 

$

12,788,073

 

 

 

Revenue Growth (as reported)

 

(25.58

)

%

 

(21.30

)

%

 

(2.66

)

%

 

 

 

(20.94

)

%

 

Adjusted Revenue Growth (Organic)

 

(26.42

)

%

 

(18.18

)

%

 

(4.31

)

%

 

 

 

(20.98

)

%

 

 

 

 

 

 

 

 

 

 

 

 

 

Operating Income (Loss) (as reported)

 

$

5,312

 

 

 

 

$

(344,274

)

 

 

$

171,525

 

 

 

 

$

(97,482

)

 

 

$

(264,919

)

 

 

Amortization of Acquisition-Related Intangible Assets

 

84,863

 

 

 

 

6,812

 

 

 

24,849

 

 

 

 

 

 

 

 

116,524

 

 

 

Severance and Other Charges

 

51,776

 

 

 

 

90,945

 

 

 

4,923

 

 

 

 

5,073

 

 

 

 

152,717

 

 

 

Merger and Integration Related Charges

 

3,591

 

 

 

 

701

 

 

 

24,576

 

 

 

 

 

 

 

 

28,868

 

 

 

Goodwill Impairment

 

 

 

 

 

198,600

 

 

 

 

 

 

 

 

 

 

 

198,600

 

 

 

Tax Reform Related Employee Reinvestments

 

1,436

 

 

 

 

 

 

 

(13

)

 

 

 

 

 

 

1,423

 

 

 

Estimated Impact of 53rd Week

 

(825

)

 

 

827

 

 

 

(2,885

)

 

 

2,520

 

 

 

 

(363

)

 

 

Gains, Losses and Settlements impacting comparability

 

67,132

 

 

 

 

14,453

 

 

 

(22,947

)

 

 

2,597

 

 

 

 

61,235

 

 

 

Adjusted Operating Income (Loss)

 

$

213,285

 

 

 

 

$

(31,936

)

 

 

$

200,028

 

 

 

 

$

(87,292

)

 

 

$

294,085

 

 

 

Effect of Currency Translation

 

173

 

 

 

 

(2,940

)

 

 

(264

)

 

 

 

 

 

 

(3,031

)

 

 

Adjusted Operating Income (Loss) (Constant Currency)

 

$

213,458

 

 

 

 

$

(34,876

)

 

 

$

199,764

 

 

 

 

$

(87,292

)

 

 

$

291,054

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Operating Income (Loss) Growth (as reported)

 

(99.26

)

%

 

(341.22

)

%

 

(10.36

)

%

 

38.93

 

%

 

(129.73

)

%

 

Adjusted Operating Income (Loss) Growth

 

(71.23

)

%

 

(118.23

)

%

 

(25.58

)

%

 

12.72

 

%

 

(72.91

)

%

 

Adjusted Operating Income (Loss) Growth (Constant Currency)

 

(71.21

)

%

 

(119.90

)

%

 

(25.68

)

%

 

12.72

 

%

 

(73.19

)

%

 

Adjusted Operating Income (Loss) Margin (Constant Currency)

 

2.94

 

 

%

 

(1.14

)

%

 

8.07

 

%

 

 

 

2.28

 

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Fiscal Year Ended

 

 

 

September 27, 2019

 

 

 

FSS United States

 

FSS International

 

Uniform

 

Corporate

 

Aramark and

Subsidiaries

 

Revenue (as reported)

 

$

9,898,568

 

 

 

 

$

3,742,939

 

 

 

$

2,585,834

 

 

 

 

 

 

$

16,227,341

 

 

 

Effect of Divestitures

 

(43,680

)

 

 

 

 

 

 

 

 

 

 

 

(43,680

)

 

 

Adjusted Revenue (Organic)

 

$

9,854,888

 

 

 

 

$

3,742,939

 

 

 

$

2,585,834

 

 

 

 

 

 

$

16,183,661

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Operating Income (as reported)

 

$

716,729

 

 

 

 

$

142,721

 

 

 

$

191,344

 

 

 

 

$

(159,635

)

 

 

$

891,159

 

 

 

Amortization of Acquisition-Related Intangible Assets

 

86,696

 

 

 

 

5,927

 

 

 

24,421

 

 

 

 

 

 

 

 

117,044

 

 

 

Severance and Other Charges

 

13,196

 

 

 

 

17,057

 

 

 

193

 

 

 

 

28,001

 

 

 

 

58,447

 

 

 

Effect of Divestitures

 

(4,003

)

 

 

 

 

 

 

 

 

 

 

 

 

 

(4,003

)

 

 

Merger and Integration Related Charges

 

6,534

 

 

 

 

 

 

 

29,526

 

 

 

 

8

 

 

 

 

36,068

 

 

 

Gain on Sale of Healthcare Technologies

 

(156,309

)

 

 

 

 

 

 

 

 

 

 

 

 

 

(156,309

)

 

 

Tax Reform Related Employee Reinvestments

 

58,657

 

 

 

 

352

 

 

 

 

14,442

 

 

 

 

1,443

 

 

 

 

74,894

 

 

 

Advisory Fees Related to Shareholder Matters

 

 

 

 

 

 

 

 

 

 

 

 

7,661

 

 

 

 

7,661

 

 

 

Gains, Losses and Settlements impacting comparability

 

19,930

 

 

 

 

9,171

 

 

 

8,859

 

 

 

 

22,504

 

 

 

 

60,464

 

 

 

Adjusted Operating Income

 

$

741,430

 

 

 

 

$

175,228

 

 

 

$

268,785

 

 

 

$

(100,018

)

 

 

$

1,085,425

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Operating Income Margin (as reported)

 

7.24

 

%

 

3.81

 

%

 

7.40

 

%

 

 

 

5.49

 

%

 

Adjusted Operating Income Margin

 

7.52

 

%

 

4.68

 

%

 

10.39

 

%

 

 

 

6.71

 

%

 

 

 

 

ARAMARK AND SUBSIDIARIES

RECONCILIATION OF NON-GAAP MEASURES

 

ADJUSTED NET (LOSS) INCOME & ADJUSTED (LOSS) EARNINGS PER SHARE

 

(Unaudited)

 

(In thousands, except per share amounts)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Three Months Ended

 

Fiscal Year Ended

 

 

 

 

October 2, 2020

 

September 27, 2019

 

October 2, 2020

 

September 27, 2019

 

 

 

 

 

 

 

 

 

 

 

 

Net (Loss) Income Attributable to Aramark Stockholders (as reported)

 

$

(148,590

)

 

 

$

85,557

 

 

 

 

 

$

(461,529

)

 

 

$

448,549

 

 

 

 

 

Adjustment:

 

 

 

 

 

 

 

 

 

 

Amortization of Acquisition-Related Intangible Assets

 

29,160

 

 

 

 

 

29,309

 

 

 

 

 

116,524

 

 

 

 

 

117,044

 

 

 

 

 

Severance and Other Charges

 

20,890

 

 

 

 

 

10,959

 

 

 

 

 

152,717

 

 

 

 

 

58,447

 

 

 

 

 

Effect of Divestitures

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(4,003

)

 

 

 

Merger and Integration Related Charges

 

6,463

 

 

 

 

 

9,752

 

 

 

 

 

28,868

 

 

 

 

 

36,068

 

 

 

 

 

Goodwill Impairment

 

 

 

 

 

 

 

 

 

 

 

198,600

 

 

 

 

 

 

 

 

 

 

Gain on sale of Healthcare Technologies

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(156,309

)

 

 

 

Tax Reform Related Employee Reinvestments

 

 

 

 

 

 

4,372

 

 

 

 

 

1,423

 

 

 

 

 

74,894

 

 

 

 

 

Advisory Fees related to Shareholder Matters

 

 

 

 

 

 

7,661

 

 

 

 

 

 

 

 

 

 

7,661

 

 

 

 

 

Estimated Impact of 53rd Week

 

6,973

 

 

 

 

 

 

 

 

 

 

6,973

 

 

 

 

 

 

 

 

 

 

Gains, Losses and Settlements impacting comparability

 

26,156

 

 

 

 

 

51,612

 

 

 

 

 

61,235

 

 

 

 

 

60,464

 

 

 

 

 

Effects of Refinancing and Other on Interest and Other Financing Costs, net

 

 

 

 

 

 

2,219

 

 

 

 

 

20,883

 

 

 

 

 

2,219

 

 

 

 

 

Effect of Tax Legislation on (Benefit) Provision for Income Taxes

 

(11,469

)

 

 

 

 

 

 

 

(58,437

)

 

 

(12,126

)

 

 

 

Tax Impact Related to Shareholder Transactions

 

2,258

 

 

 

 

 

 

 

 

 

 

(18,221

)

 

 

 

 

 

 

 

Tax Impact of Adjustments to Adjusted Net (Loss) Income

 

(21,338

)

 

 

(28,858

)

 

 

(90,964

)

 

 

(72,115

)

 

 

Adjusted Net (Loss) Income

 

$

(89,497

)

 

 

$

172,583

 

 

 

 

 

$

(41,928

)

 

 

$

560,793

 

 

 

 

 

Effect of Currency Translation, net of Tax

 

(963

)

 

 

 

 

 

 

 

(3,758

)

 

 

 

 

 

 

Adjusted Net (Loss) Income (Constant Currency)

 

$

(90,460

)

 

 

$

172,583

 

 

 

 

 

$

(45,686

)

 

 

$

560,793

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(Loss) Earnings Per Share (as reported)

 

 

 

 

 

 

 

 

 

 

Net (Loss) Income Attributable to Aramark Stockholders (as reported)

 

$

(148,590

)

 

 

$

85,557

 

 

 

 

 

$

(461,529

)

 

 

$

448,549

 

 

 

 

 

Diluted Weighted Average Shares Outstanding

 

253,178

 

 

 

 

 

253,404

 

 

 

 

 

251,828

 

 

 

 

 

252,010

 

 

 

 

 

 

 

$

(0.59

)

 

 

$

0.34

 

 

 

 

 

$

(1.83

)

 

 

$

1.78

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Adjusted (Loss) Earnings Per Share

 

 

 

 

 

 

 

 

 

 

Adjusted Net (Loss) Income

 

$

(89,497

)

 

 

$

172,583

 

 

 

 

 

$

(41,928

)

 

 

$

560,793

 

 

 

 

 

Diluted Weighted Average Shares Outstanding

 

253,178

 

 

 

 

 

253,404

 

 

 

 

 

251,828

 

 

 

 

 

252,010

 

 

 

 

 

 

 

$

(0.35

)

 

 

$

0.68

 

 

 

 

 

$

(0.17

)

 

 

$

2.23

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Adjusted (Loss) Earnings Per Share (Constant Currency)

 

 

 

 

 

 

 

 

 

 

Adjusted Net (Loss) Income (Constant Currency)

 

$

(90,460

)

 

 

$

172,583

 

 

 

 

 

$

(45,686

)

 

 

$

560,793

 

 

 

 

 

Diluted Weighted Average Shares Outstanding

 

253,178

 

 

 

 

 

253,404

 

 

 

 

 

251,828

 

 

 

 

 

252,010

 

 

 

 

 

 

 

$

(0.36

)

 

 

$

0.68

 

 

 

 

 

$

(0.18

)

 

 

$

2.23

 

 

 

 

 

ARAMARK AND SUBSIDIARIES

RECONCILIATION OF NON-GAAP MEASURES

NET DEBT TO COVENANT ADJUSTED EBITDA

(Unaudited)

(In thousands)

 

 

 

 

 

 

 

 

 

Fiscal Year Ended

 

 

 

October 2, 2020

 

September 27, 2019

 

 

 

 

 

 

Net (Loss) Income Attributable to Aramark Stockholders (as reported)

 

$

(461,529

)

 

 

$

448,549

 

 

 

Interest and Other Financing Costs, net

 

382,800

 

 

 

334,987

 

 

 

(Benefit) Provision for Income Taxes

 

(186,284

)

 

 

107,706

 

 

 

Depreciation and Amortization

 

595,195

 

 

 

592,573

 

 

 

Share-based compensation expense(1)

 

30,339

 

 

 

55,280

 

 

 

Unusual or non-recurring losses and (gains)(2)

 

198,600

 

 

 

(156,309

)

 

 

Pro forma EBITDA for equity method investees(3)

 

10,070

 

 

 

8,077

 

 

 

Pro forma EBITDA for certain transactions(4)

 

6,300

 

 

 

21,527

 

 

 

Other(5)

 

490,573

 

 

 

253,480

 

 

Covenant Adjusted EBITDA

 

$

1,066,064

 

 

 

$

1,665,870

 

 

 

 

 

 

 

Net Debt to Covenant Adjusted EBITDA

 

 

 

 

 

Total Long-Term Borrowings

 

$

9,278,423

 

 

 

$

6,682,167

 

 

 

Less: Cash and cash equivalents

 

2,509,188

 

 

 

246,643

 

 

 

Net Debt

 

$

6,769,235

 

 

 

$

6,435,524

 

 

 

Covenant Adjusted EBITDA

 

$

1,066,064

 

 

 

$

1,665,870

 

 

 

Net Debt/Covenant Adjusted EBITDA(6)

 

6.3

 

 

 

3.9

 

 

 

 

 

 

 

(1) Represents compensation expense related to the Company’s issuances of share-based awards.

(2) Represents the fiscal 2020 non-cash impairment charge related to goodwill and the fiscal 2019 gain from the divestiture of HCT.

(3) Represents our estimated share of EBITDA primarily from our AIM Services Co., Ltd. equity method investment, not already reflected in our net (loss) income attributable to Aramark stockholders. EBITDA for this equity method investee is calculated in a manner consistent with Covenant Adjusted EBITDA but does not represent cash distributions received from this investee.

(4) Represents the annualizing of net EBITDA from certain acquisitions and divestitures made during the period.

(5) “Other” for the twelve months ended October 2, 2020 and September 27, 2019, respectively, includes severance charges ($152.7 million and $18.7 million), non-cash impairment charges related to various assets ($30.6 million and $14.8 million), expenses related to merger and integration related charges ($28.9 million and $36.1 million), adjustments to remove the impact attributable to the adoption of certain accounting standards in accordance with the Credit Agreement and indentures ($23.1 million and $23.7 million), the impact of hyperinflation in Argentina ($2.5 million and $4.9 million), compensation expense for retirement contributions and employee training programs funded by benefits from U.S. tax reform ($1.4 million and $74.9 million), charges related to certain legal settlements ($1.0 million net expense reduction and $27.9 million), the loss from the change in fair value related to certain gasoline and diesel agreements ($0.5 million and $4.7 million) and other miscellaneous expenses. “Other” for the twelve months ended October 2, 2020 also includes labor charges, incremental expenses and other expenses associated with closed or partially closed client locations resulting from the COVID-19 pandemic, net of U.S. and non-U.S. governmental labor related credits ($200.6 million), non-cash charge related to operating lease right-of-use assets, property and equipment and other assets from disposal by abandonment of certain rental properties ($28.5 million), non-cash charges related to information technology assets ($26.1 million), gain from the insurance proceeds received related to property damage from a tornado in Nashville ($16.3 million gain), charges related to receivables and contractual obligations related to a client ($15.2 million) and a non-cash settlement of a multiemployer pension plan obligation ($6.7 million gain). “Other” for the twelve months ended September 27, 2019 also includes cash compensation charges associated with the retirement of the Company’s former chief executive officer ($10.4 million), closing costs mainly related to customer contracts ($8.5 million), duplicate rent charges, moving costs, opening costs to build out and ready the Company’s new headquarters while occupying its then existing headquarters and closing costs ($8.2 million), advisory fees related to shareholder matters ($7.7 million), banker fees and other charges related to the sale of Healthcare Technologies ($7.7 million) and settlement charges related to exiting a joint venture arrangement ($4.5 million).

(6) On April 22, 2020, the Company entered into Amendment No. 9 to the Credit Agreement. Amendment No. 9 provides for a covenant waiver period which suspends the Consolidated Secured Debt Ratio debt covenant required under the credit agreement for four fiscal quarters, commencing with the fourth quarter of fiscal 2020 and ending after the third quarter of fiscal 2021, subject to certain conditions.

ARAMARK AND SUBSIDIARIES

RECONCILIATION OF NON-GAAP MEASURES

FREE CASH FLOW

(Unaudited)

(In thousands)

 

 

 

 

 

 

 

 

 

 

 

Fiscal Year Ended

 

Nine Months Ended

 

Three Months Ended

 

 

October 2, 2020

 

September 27, 2019

 

June 26, 2020

 

October 2, 2020

Net Cash provided by (used in) operating activities

 

$

176,682

 

 

 

$

984,227

 

 

 

$

(74,845

)

 

 

$

251,527

 

 

 

 

 

 

 

 

 

 

 

Net purchases of property and equipment and other

 

(364,434

)

 

 

(485,219

)

 

 

(259,375

)

 

 

(105,059

)

 

 

 

 

 

 

 

 

 

 

Free Cash Flow

 

$

(187,752

)

 

 

$

499,008

 

 

 

$

(334,220

)

 

 

$

146,468

 

 

ARAMARK AND SUBSIDIARIES

RECONCILIATION OF NON-GAAP MEASURES

ADJUSTED CONSOLIDATED OPERATING (LOSS) INCOME MARGIN

(Unaudited)

(In thousands)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Three Months Ended

 

 

June 26, 2020

 

 

FSS United States

 

FSS International

 

Uniform

 

Corporate

 

Aramark and

Subsidiaries

Revenue (as reported)

 

$

1,067,580

 

 

 

$

517,171

 

 

 

$

567,502

 

 

 

 

 

$

2,152,253

 

 

Operating (Loss) Income (as reported)

 

$

(193,799

)

 

 

$

(138,283

)

 

 

$

21,899

 

 

 

$

(17,414

)

 

 

$

(327,597

)

 

Operating (Loss) Income Margin (as reported)

 

(18.15

)

%

 

(26.74

)

%

 

3.86

 

%

 

 

 

(15.22

)

%

 

 

 

 

 

 

 

 

 

 

 

 

Revenue (as reported)

 

$

1,067,580

 

 

 

$

517,171

 

 

 

$

567,502

 

 

 

 

 

$

2,152,253

 

 

Effect of Currency Translation

 

534

 

 

 

40,188

 

 

 

1,377

 

 

 

 

 

42,099

 

 

Adjusted Revenue (Organic)

 

$

1,068,114

 

 

 

$

557,359

 

 

 

$

568,879

 

 

 

 

 

$

2,194,352

 

 

Revenue Growth (as reported)

 

(55.77

)

%

 

(45.55

)

%

 

(12.34

)

%

 

 

 

(46.34

)

%

Adjusted Revenue Growth (Organic)

 

(55.74

)

%

 

(41.32

)

%

 

(12.13

)

%

 

 

 

(45.29

)

%

 

 

 

 

 

 

 

 

 

 

 

 

Operating (Loss) Income (as reported)

 

$

(193,799

)

 

 

$

(138,283

)

 

 

$

21,899

 

 

 

$

(17,414

)

 

 

$

(327,597

)

 

Amortization of Acquisition-Related Intangible Assets

 

21,246

 

 

 

1,661

 

 

 

6,266

 

 

 

 

 

 

29,173

 

 

 

Severance and Other Charges

 

48,205

 

 

 

74,704

 

 

 

367

 

 

 

1,657

 

 

 

124,933

 

 

Merger and Integration Related Charges

 

169

 

 

 

131

 

 

 

4,739

 

 

 

 

 

 

5,039

 

 

 

Gains, Losses and Settlements impacting comparability

 

45,852

 

 

 

 

 

 

(16,348

)

 

 

(5,205

)

 

 

24,299

 

 

Adjusted Operating (Loss) Income

 

$

(78,327

)

 

 

$

(61,787

)

 

 

$

16,923

 

 

 

$

(20,962

)

 

 

$

(144,153

)

 

Effect of Currency Translation

 

140

 

 

 

(4,179

)

 

 

(161

)

 

 

 

 

 

(4,200

)

 

Adjusted Operating (Loss) Income (Constant Currency)

 

$

(78,187

)

 

 

$

(65,966

)

 

 

$

16,762

 

 

 

$

(20,962

)

 

 

$

(148,353

)

 

 

 

 

 

 

 

 

 

 

 

 

Operating (Loss) Income Growth (as reported)

 

(251.56

)

%

 

(444.36

)

%

 

(59.15

)

%

 

46.94

 

%

 

(273.50

)

%

Adjusted Operating (Loss) Income Growth

 

(150.19

)

%

 

(245.01

)

%

 

(74.74

)

%

 

27.81

 

%

 

(160.92

)

%

Adjusted Operating (Loss) Income Growth (Constant Currency)

 

(150.10

)

%

 

(254.82

)

%

 

(74.98

)

%

 

27.81

 

%

 

(162.70

)

%

Adjusted Operating (Loss) Income Margin (Constant Currency)

 

(7.32

)

%

 

(11.84

)

%

 

2.95

 

%

 

 

 

(6.76

)

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Three Months Ended

 

 

June 28, 2019

 

 

FSS United States

 

FSS International

 

Uniform

 

Corporate

 

Aramark and

Subsidiaries

Revenue (as reported)

 

$

2,413,503

 

 

 

$

949,862

 

 

 

$

647,396

 

 

 

 

 

$

4,010,761

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Operating Income (as reported)

 

$

127,873

 

 

 

$

40,157

 

 

 

$

53,609

 

 

 

$

(32,820

)

 

 

$

188,819

 

 

Amortization of Acquisition-Related Intangible Assets

 

21,059

 

 

 

1,487

 

 

 

6,139

 

 

 

 

 

 

28,685

 

 

 

Severance and Other Charges

 

642

 

 

 

 

 

 

 

 

 

4,208

 

 

 

4,850

 

 

Merger and Integration Related Charges

 

2,238

 

 

 

 

 

 

5,798

 

 

 

 

 

 

8,036

 

 

 

Tax Reform Related Employee Reinvestments

 

3,627

 

 

 

 

 

 

1,440

 

 

 

 

 

 

5,067

 

 

Gains, Losses and Settlements impacting comparability

 

615

 

 

 

965

 

 

 

 

 

 

(425

)

 

 

1,155

 

 

Adjusted Operating Income

 

$

156,054

 

 

 

$

42,609

 

 

 

$

66,986

 

 

 

$

(29,037

)

 

 

$

236,612

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Operating Income Margin (as reported)

 

5.30

 

%

 

4.23

 

%

 

8.28

 

%

 

 

 

4.71

 

%

Adjusted Operating Income Margin

 

6.47

 

%

 

4.49

 

%

 

10.35

 

%

 

 

 

5.90

 

%

ARAMARK AND SUBSIDIARIES

RECONCILIATION OF NON-GAAP MEASURES

ADJUSTED CONSOLIDATED OPERATING INCOME (LOSS) MARGIN

(Unaudited)

(In thousands)

 

 

Nine Months Ended

 

 

June 26, 2020

 

 

FSS United States

 

FSS International

 

Uniform

 

Corporate

 

Aramark and

Subsidiaries

Revenue (as reported)

 

$

5,937,647

 

 

 

$

2,316,813

 

 

 

$

1,882,949

 

 

 

 

 

$

10,137,409

 

 

 

Operating Income (Loss) (as reported)

 

$

57,946

 

 

 

$

(285,786

)

 

 

$

121,956

 

 

 

$

(65,096

)

 

 

$

(170,980

)

 

 

Operating Income (Loss) Margin (as reported)

 

0.98

 

%

 

(12.34

)

%

 

6.48

 

%

 

 

 

(1.69

)

%

 

 

 

 

 

 

 

 

 

 

 

 

Revenue (as reported)

 

$

5,937,647

 

 

 

$

2,316,813

 

 

 

$

1,882,949

 

 

 

 

 

$

10,137,409

 

 

 

Effect of Currency Translation

 

651

 

 

 

127,817

 

 

 

1,681

 

 

 

 

 

130,149

 

 

 

Adjusted Revenue (Organic)

 

$

5,938,298

 

 

 

$

2,444,630

 

 

 

$

1,884,630

 

 

 

 

 

$

10,267,558

 

 

 

Revenue Growth (as reported)

 

(20.73

)

%

 

(18.57

)

%

 

(2.95

)

%

 

 

 

(17.42

)

%

 

Adjusted Revenue Growth (Organic)

 

(20.26

)

%

 

(14.07

)

%

 

(2.87

)

%

 

 

 

(16.06

)

%

 

 

 

 

 

 

 

 

 

 

 

 

Operating Income (Loss) (as reported)

 

$

57,946

 

 

 

$

(285,786

)

 

 

$

121,956

 

 

 

$

(65,096

)

 

 

$

(170,980

)

 

 

Amortization of Acquisition-Related Intangible Assets

 

63,762

 

 

 

4,988

 

 

 

18,614

 

 

 

 

 

 

87,364

 

 

 

Severance and Other Charges

 

48,205

 

 

 

78,351

 

 

 

367

 

 

 

4,904

 

 

 

131,827

 

 

 

Merger and Integration Related Charges

 

3,480

 

 

 

525

 

 

 

18,400

 

 

 

 

 

 

22,405

 

 

 

Goodwill Impairment

 

 

 

 

198,600

 

 

 

 

 

 

 

 

 

198,600

 

 

 

Tax Reform Related Employee Reinvestments

 

1,436

 

 

 

 

 

 

(13

)

 

 

 

 

 

1,423

 

 

 

Gains, Losses and Settlements impacting comparability

 

44,557

 

 

 

1,111

 

 

 

(16,274

)

 

 

5,685

 

 

 

35,079

 

 

 

Adjusted Operating Income (Loss)

 

$

219,386

 

 

 

$

(2,211

)

 

 

$

143,050

 

 

 

$

(54,507

)

 

 

$

305,718

 

 

 

Effect of Currency Translation

 

74

 

 

 

(2,592

)

 

 

(182

)

 

 

 

 

 

(2,700

)

 

 

Adjusted Operating Income (Loss) (Constant Currency)

 

$

219,460

 

 

 

$

(4,803

)

 

 

$

142,868

 

 

 

$

(54,507

)

 

 

$

303,018

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Operating Income (Loss) Growth (as reported)

 

(89.66

)

%

 

(405.61

)

%

 

(15.60

)

%

 

42.61

 

%

 

(124.96

)

%

 

Adjusted Operating Income (Loss) Growth

 

(59.11

)

%

 

(101.85

)

%

 

(27.52

)

%

 

37.72

 

%

 

(60.07

)

%

 

Adjusted Operating Income (Loss) Growth (Constant Currency)

 

(59.09

)

%

 

(104.03

)

%

 

(27.61

)

%

 

37.72

 

%

 

(60.42

)

%

 

Adjusted Operating Income (Loss) Margin (Constant Currency)

 

3.70

 

%

 

(0.20

)

%

 

7.58

 

%

 

 

 

2.95

 

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Nine Months Ended

 

 

June 28, 2019

 

 

FSS United States

 

FSS International

 

Uniform

 

Corporate

 

Aramark and

Subsidiaries

Revenue (as reported)

 

$

7,490,818

 

 

 

$

2,845,045

 

 

 

1,940,234

 

 

 

 

 

$

12,276,097

 

 

Effect of Divestitures

 

(43,680

)

 

 

 

 

 

 

 

 

 

 

(43,680

)

 

Adjusted Revenue (Organic)

 

$

7,447,138

 

 

 

$

2,845,045

 

 

 

$

1,940,234

 

 

 

 

 

$

12,232,417

 

 

 

 

 

 

 

 

 

 

 

 

 

Operating Income (as reported)

 

$

560,439

 

 

 

$

93,512

 

 

 

$

144,501

 

 

 

$

(113,436

)

 

 

$

685,016

 

 

Amortization of Acquisition-Related Intangible Assets

 

65,487

 

 

 

3,975

 

 

 

18,273

 

 

 

 

 

 

87,735

 

 

 

Severance and Other Charges

 

14,589

 

 

 

17,945

 

 

 

493

 

 

 

14,461

 

 

 

47,488

 

 

Effect of Divestitures

 

(4,003

)

 

 

 

 

 

 

 

 

 

 

 

(4,003

)

 

 

Merger and Integration Related Charges

 

5,520

 

 

 

 

 

 

20,788

 

 

 

8

 

 

 

26,316

 

 

Gain on Sale of Healthcare Technologies

 

(156,309

)

 

 

 

 

 

 

 

 

 

 

 

(156,309

)

 

 

Tax Reform Related Employee Reinvestments

 

55,429

 

 

 

352

 

 

 

13,298

 

 

 

1,443

 

 

 

70,522

 

 

Gains, Losses and Settlements impacting comparability

 

(4,661

)

 

 

3,507

 

 

 

 

 

 

10,006

 

 

 

8,852

 

 

Adjusted Operating Income

 

$

536,491

 

 

 

$

119,291

 

 

 

$

197,353

 

 

 

$

(87,518

)

 

 

$

765,617

 

 

 

 

 

 

 

 

 

 

 

 

 

Operating Income Margin (as reported)

 

7.48

 

%

 

3.29

 

%

 

7.45

 

%

 

 

 

5.58

 

%

Adjusted Operating Income Margin

 

7.20

 

%

 

4.19

 

%

 

10.17

 

%

 

 

 

6.26

 

%

 

Investor Inquiries:

Felise Kissell

(215) 409-7287

[email protected]

Media Inquiries:

Karen Cutler

(215) 238-4063

[email protected]

KEYWORDS: Pennsylvania United States North America

INDUSTRY KEYWORDS: Professional Services Retail Other Professional Services Other Retail Finance Banking Food/Beverage

MEDIA:

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Sea Limited Reports Third Quarter 2020 Results

Sea Limited Reports Third Quarter 2020 Results

SINGAPORE–(BUSINESS WIRE)–
Sea Limited (NYSE: SE) (“Sea” or the “Company”) today announced its financial results for the third quarter ended September 30, 2020.

Third Quarter 2020 Highlights

  • Group
    • Total GAAP revenue was US$1.2 billion, up 98.7% year-on-year.
    • Total gross profit was US$407.6 million, up 100.6% year-on-year.
    • Total adjusted EBITDA1 was US$120.4 million compared to US$(30.8) million for the third quarter of 2019.
  • Digital Entertainment
    • Bookings2 were US$944.7 million, up 109.5% year-on-year.
    • Adjusted EBITDA1 was US$584.5 million, up 119.8% year-on-year.
    • Adjusted EBITDA represented 61.9% of bookings for the third quarter of 2020, compared to 59.0% for the third quarter of 2019.
    • GAAP Revenue was US$569.0 million, up 72.9% year-on-year from US$329.1 million for the third quarter of 2019.
    • Quarterly active users (“QAUs”) reached 572.4 million, an increase of 78.3% year-on-year.
    • Quarterly paying users grew by 123.6% year-on-year to 65.3 million, which represented 11.4% of QAUs for the third quarter compared to 9.1% for the same period in 2019.
    • Average bookings per user were US$1.7, compared to US$1.4 for the third quarter of 2019.
    • Our self-developed global hit game, Free Fire, continued to be the highest grossing mobile game in Latin America and in Southeast Asia in the third quarter, according to App Annie3.
    • Our esports and community building efforts continued to attract significant followings in the third quarter. Free Fire esports tournaments hosted during the quarter have accumulated over 150 million online views to date.
  • E-commerce
    • GAAP Revenue was US$618.7 million, up 173.3% year-on-year.
    • GAAP Revenue included US$467.1 million of GAAP marketplace revenue4, up 163.5% year-on-year, and US$151.6 million of GAAP product revenue5, up 208.4% year-on-year.
    • Gross orders totaled 741.6 million, an increase of 130.7% year-on-year.
    • Gross merchandise value (“GMV”) was US$9.3 billion, an increase of 102.7% year-on-year.
    • Adjusted EBITDA1 was US$(301.6) million compared to US$(253.7) million for the third quarter of 2019. Adjusted EBITDA loss per order decreased by 48.1% year-on-year to US$0.41, compared to US$0.79 for the third quarter of 2019.
    • In Indonesia, where Shopee is the largest e-commerce platform, it registered over 310 million orders for the market in the third quarter, or a daily average of around 3.4 million orders, an increase of over 124% year-on-year. Shopee also ranked first in Indonesia by average monthly active users, downloads, and total time spent in app on Android, in the Shopping category in the third quarter, according to App Annie3.
    • Both in Southeast Asia and in Taiwan, Shopee ranked number one in the Shopping category by downloads, average monthly active users, and total time spent in app on Android, for the third quarter, according to App Annie3.
    • Shopee was also the second most downloaded app globally in the Shopping category in the third quarter, according to App Annie3.

Digital Financial Services Update

In the third quarter, we continued to see strong growth in adoption of SeaMoney offerings. Our mobile wallet total payment volume for the quarter exceeded US$2.1 billion. Moreover, quarterly paying users for our mobile wallet services surpassed 17.8 million.

Integration of mobile wallet services with Shopee deepened further across our markets, as more users recognized the clear benefit and convenience of using our mobile wallet services to pay. In October, more than 30% of Shopee’s total gross orders across our markets combined were paid using our mobile wallet. We also continued to expand our suite of online and offline third-party use cases and partnerships in the third quarter.

Guidance

We are raising the guidance for both digital entertainment and e-commerce for the full year of 2020.

In digital entertainment, we expect our very strong performance in the third quarter will sustain through the fourth quarter. As a result, we expect bookings for digital entertainment6 to exceed US$3.1 billion, representing over 75.4% growth from 2019. The revised guidance represents an increase of more than 59.0% from the midpoint of the previously disclosed guidance of between US$1.9 billion and US$2.0 billion.

We also expect GAAP revenue plus sales incentives net-off for e-commerce7 to exceed US$2.3 billion. The revised guidance represents a more than 144.1% increase from 2019, and a more than 31.4% increase from the midpoint of the previously disclosed guidance of between US$1.7 billion and US$1.8 billion.

Exchanges and Conversions of 2023 Convertible Notes

In October 2020, we completed the exchanges of approximately US$84.1 million principal amount of our 2.25% convertible senior notes due 2023 (the “2023 notes”) for approximately 4.2 million American Depositary Shares (“ADSs”) plus accrued and unpaid interest, pursuant to privately negotiated agreements with certain holders of the 2023 notes.

In addition, between August 1 and October 31, 2020, holders of approximately US$39.1 million principal amount of our 2023 notes elected to convert their notes. We issued approximately 2.0 million ADSs to settle such conversions.

In aggregate, such exchanges and conversions are estimated to result in more than US$7.5 million of saving to us in future interest payments.

As of October 31, 2020, we had 493,963,765 ordinary shares issued and outstanding, and approximately US$49.6 million principal amount of the 2023 notes remaining outstanding.


1 For definitions of total adjusted EBITDA and adjusted EBITDA for digital entertainment and e-commerce segments, please refer to the “Non-GAAP Financial Measures” section.

2 GAAP revenue for the digital entertainment segment plus change in digital entertainment deferred revenue. This operating metric is used as an approximation of cash spent by our users in the applicable period that is attributable to our digital entertainment segment.

3 Rankings data for App Annie is based on combined data from the Google Play and iOS App Stores, unless otherwise stated. Southeast Asia rankings are based on Indonesia, Malaysia, Philippines, Singapore, Thailand, and Vietnam. Latin America rankings are based on Argentina, Brazil, Chile, Colombia, Mexico, and Uruguay.

4 GAAP marketplace revenue mainly consists of transaction-based fees and advertising income and revenue generated from other value-added services.

5 GAAP product revenue mainly consists of revenue generated from direct sales.

6 Adjusted revenue for digital entertainment in the previously disclosed guidance.

7 Adjusted revenue for e-commerce in the previously disclosed guidance.

Unaudited Summary of Financial Results

(Amounts are expressed in thousands of US dollars “$” except for per share data)

 

For the Three Months

ended September 30,

 

 

2019

 

2020

 

 

 

$

$

YOY%

Revenue

 

 

 

Service revenue

 

 

 

Digital Entertainment

329,058

 

568,981

 

72.9

%

E-commerce and other services

229,740

 

489,500

 

113.1

%

Sales of goods

51,339

 

153,679

 

199.3

%

 

610,137

 

1,212,160

 

98.7

%

Cost of revenue

 

 

 

Cost of service

 

 

 

Digital Entertainment

(117,194

)

(194,738

)

66.2

%

E-commerce and other services

(240,037

)

(458,321

)

90.9

%

Cost of goods sold

(49,738

)

(151,534

)

204.7

%

 

(406,969

)

(804,593

)

97.7

%

Gross profit

203,168

 

407,567

 

100.6

%

Other operating income

3,985

 

59,023

 

1,381.1

%

Sales and marketing expenses

(251,751

)

(470,988

)

87.1

%

General and administrative expenses

(99,265

)

(196,730

)

98.2

%

Research and development expenses

(43,599

)

(104,345

)

139.3

%

Total operating expenses

(390,630

)

(713,040

)

82.5

%

Operating loss

(187,462

)

(305,473

)

63.0

%

Non-operating income (loss), net

9,786

 

(74,301

)

(859.3

)%

Income tax expense

(27,370

)

(46,416

)

69.6

%

Share of results of equity investees

(1,051

)

928

 

(188.3

)%

Net loss

(206,097

)

(425,262

)

106.3

%

Net loss excluding share-based compensation and

changes in fair value of the 2017 convertible notes (1)

(175,162

)

(346,049

)

97.6

%

Basic and diluted loss per share based on

net loss excluding share-based compensation and

changes in fair value of the 2017 convertible notes

attributable to Sea Limited’s ordinary shareholders (1)

(0.38

)

(0.69

)

81.6

%

Change in deferred revenue of Digital

Entertainment

121,946

 

375,674

 

208.1

%

E-commerce sales incentives net-off

30,817

 

78,302

 

154.1

%

Adjusted EBITDA for Digital Entertainment (1)

265,958

 

584,525

 

119.8

%

Adjusted EBITDA for E-commerce (1)

(253,712

)

(301,590

)

18.9

%

Adjusted EBITDA for Digital Financial Services (1)

(33,628

)

(149,263

)

343.9

%

Adjusted EBITDA for Other Services (1)

(6,494

)

(9,115

)

40.4

%

Unallocated expenses (2)

(2,921

)

(4,171

)

42.8

%

Total adjusted EBITDA (1)

(30,797

)

120,386

 

(490.9

)%

(1) For a discussion of the use of non-GAAP financial measures, see “Non-GAAP Financial Measures.”

(2) Unallocated expenses are mainly related to share-based compensation and general and corporate administrative costs such as professional fees and other miscellaneous items that are not allocated to segments. These expenses are excluded from segment results as they are not reviewed by the Chief Operating Decision Maker (“CODM”) as part of segment performance.

Three Months Ended September 30, 2020 Compared to Three Months Ended September 30, 2019

Revenue

Our total GAAP revenue increased by 98.7% to US$1,212.2 million in the third quarter of 2020 from US$610.1 million in the third quarter of 2019. The increase was mainly driven by the growth in each of the segments detailed as follows:

  • Digital Entertainment: GAAP revenue increased by 72.9% to US$569.0 million in the third quarter of 2020 from US$329.1 million in the third quarter of 2019. This increase was primarily due to the increase in our active user base as well as the deepened paying user penetration, and in particular, the continued success of our self-developed game Free Fire.
  • E-commerce and other services: GAAP revenue increased by 113.1% to US$489.5 million in the third quarter of 2020 from US$229.7 million in the third quarter of 2019. This increase was primarily driven by the growth of our e-commerce marketplace, and positive developments in each of our marketplace revenue streams – transaction-based fees, value-added services, and advertising. It is a result of our commitment to continuously enhance our service offerings as we seek to create greater value for our platform users.
  • Sales of goods: GAAP revenue increased by 199.3% to US$153.7 million in the third quarter of 2020 from US$51.3 million in the third quarter of 2019, primarily due to the increase in our product offerings.

Cost of Revenue

Our total cost of revenue increased by 97.7% to US$804.6 million in the third quarter of 2020 from US$407.0 million in the third quarter of 2019.

  • Digital Entertainment: Cost of revenue increased by 66.2% to US$194.7 million in the third quarter of 2020 from US$117.2 million in the third quarter of 2019. The increase was largely in line with revenue growth in our digital entertainment business. Improvement in gross profit margins was largely due to higher revenue contribution from our self-developed game.
  • E-commerce and other services: Cost of revenue for our e-commerce and other services segment combined increased by 90.9% to US$458.3 million in the third quarter of 2020 from US$240.0 million in the third quarter of 2019. The increase was primarily due to higher costs of logistics, including expenses associated with fulfilment services we provided to sellers as part of our value-added services, and other costs incurred in line with growth of our e-commerce marketplace, including, among other costs, higher bank transaction fees driven by GMV growth, as well as higher staff compensation and benefit costs.
  • Cost of goods sold: Cost of goods sold increased by 204.7% to US$151.5 million in the third quarter of 2020 from US$49.7 million in the third quarter of 2019. The increase was largely in line with the increase in our product offerings.

Other Operating Income

Our other operating income increased by 1,381.1% to US$59.0 million in the third quarter of 2020 from US$4.0 million in the third quarter of 2019. The increase in our other operating income was mainly due to the rebates from e-commerce related logistic services provided by third parties.

Sales and Marketing Expenses

Our total sales and marketing expenses increased by 87.1% to US$471.0 million in the third quarter of 2020 from US$251.8 million in the third quarter of 2019. The table below sets forth the breakdown of the sales and marketing expenses of our two major reporting segments. Amounts are expressed in thousands of US dollars (“$”).

 

For the Three Months

ended September 30,

 

 

2019

 

2020

YOY%

Sales and Marketing Expenses

$

 

$

 

Digital Entertainment

24,750

 

45,797

85.0

%

E-commerce

199,167

 

306,680

54.0

%

  • Digital Entertainment: Sales and marketing expenses increased by 85.0% to US$45.8 million in the third quarter of 2020 from US$24.8 million in the third quarter of 2019. The increase was primarily due to higher online marketing costs.
  • E-commerce: Sales and marketing expenses increased by 54.0% to US$306.7 million in the third quarter of 2020 from US$199.2 million in the third quarter of 2019. The increase in marketing expenses was primarily attributable to the ramping up of brand marketing and other marketing incentives as well as higher staff compensation and benefit costs and showed our continued improvement in growth efficiency as the market leader.

General and Administrative Expenses

Our general and administrative expenses increased by 98.2% to US$196.7 million in the third quarter of 2020 from US$99.3 million in the third quarter of 2019. This increase was primarily due to higher staff compensation and benefit costs as well as provision for credit losses for our digital financial services business.

Research and Development Expenses

Our research and development expenses increased by 139.3% to US$104.3 million in the third quarter of 2020 from US$43.6 million in the third quarter of 2019, primarily due to the increase in research and development staff force.

Non-operating Income or Losses, Net

Non-operating income or losses consist of interest income, interest expense, investment gain (loss), fair value change for the 2017 convertible notes and foreign exchange gain (loss). We recorded a net non-operating loss of US$74.3 million in the third quarter of 2020, compared to a net non-operating income of US$9.8 million in the third quarter of 2019. Our non-operating loss in the third quarter of 2020 was primarily due to higher interest expense and foreign exchange loss.

Income Tax Expense

We had a net income tax expense of US$46.4 million and US$27.4 million in the third quarter of 2020 and 2019, respectively. The income tax expense in the third quarter of 2020 was primarily due to withholding tax and corporate income tax expenses incurred by our digital entertainment segment.

Net Loss

As a result of the foregoing, we had net losses of US$425.3 million and US$206.1 million in the third quarter of 2020 and 2019, respectively.

Net Loss Excluding Share-based Compensation and Changes in Fair Value of the 2017 Convertible Notes

Net loss excluding share-based compensation and changes in fair value of the 2017 convertible notes, was US$346.0 million and US$175.2 million in the third quarter of 2020 and 2019, respectively.

Basic and Diluted Loss Per Share Based on Net Loss Excluding Share-based Compensation and Changes in Fair Value of the 2017 Convertible Notes Attributable to Sea Limited’s Ordinary Shareholders

Basic and diluted loss per share based on net loss excluding share-based compensation and changes in fair value of the 2017 convertible notes, was US$0.69 and US$0.38 in the third quarter of 2020 and 2019, respectively.

Webcast and Conference Call Information

The Company’s management will host a conference call today to review Sea’s business and financial performance.

Details of the conference call and webcast are as follows:

Date and time:

7:30 AM U.S. Eastern Time on November 17, 2020

 

8:30 PM Singapore / Hong Kong Time on November 17, 2020

 

 

Webcast link:

https://services.choruscall.com/links/se201117.html

 

 

Dial in numbers:

US Toll Free: 1-888-317-6003 Hong Kong: 800-963-976

 

International: 1-412-317-6061 Singapore: 800-120-5863

 

United Kingdom: 08-082-389-063

Passcode for Participants: 2277417

A replay of the conference call will be available at the Company’s investor relations website (https://www.seagroup.com/investor/home). An archived webcast will be available at the same link above.

About Sea Limited

Sea Limited (NYSE: SE) is a leading global consumer internet company founded in Singapore in 2009. Our mission is to better the lives of consumers and small businesses with technology. We operate three core businesses across digital entertainment, e-commerce, as well as digital payments and financial services, known as Garena, Shopee, and SeaMoney, respectively. Garena is a leading global online games developer and publisher. Shopee is the largest pan-regional e-commerce platform in Southeast Asia and Taiwan. SeaMoney is a leading digital payments and financial services provider in Southeast Asia.

Forward-Looking Statements

This announcement contains forward-looking statements. These statements are made under the “safe harbor” provisions of the U.S. Private Securities Litigation Reform Act of 1995. These forward-looking statements can be identified by terminology such as “will,” “expects,” “anticipates,” “future,” “intends,” “plans,” “believes,” “estimates,” “confident,” “guidance,” and similar statements. Among other things, statements that are not historical facts, including statements about Sea’s beliefs and expectations, the business, financial and market outlook, and projections from its management in this announcement, as well as Sea’s strategic and operational plans, contain forward-looking statements. Sea may also make written or oral forward-looking statements in its periodic reports to the U.S. Securities and Exchange Commission (the “SEC”), in its annual report to shareholders, in press releases, and other written materials, and in oral statements made by its officers, directors, or employees to third parties. Forward-looking statements involve inherent risks and uncertainties. A number of factors could cause actual results to differ materially from those contained in any forward-looking statement, including but not limited to the following: Sea’s goals and strategies; its future business development, financial condition, financial results, and results of operations; the growth in, and market size of, the digital entertainment, e-commerce and digital financial services industries in the markets where it operates, including segments within those industries; changes in its revenue, costs or expenditures; its ability to continue to source, develop and offer new and attractive online games and to offer other engaging digital entertainment content; the growth of its digital entertainment, e-commerce and digital financial services businesses and platforms; the growth in its user base, level of user engagement, and monetization; its ability to continue to develop new technologies and/or upgrade its existing technologies; growth and trends of its markets and competition in its industries; government policies and regulations relating to its industries; general economic and business conditions in its markets; and the impact of widespread health developments, including the recent global coronavirus pandemic, and the responses thereto (such as voluntary and in some cases, mandatory quarantines as well as shut downs and other restrictions on travel and commercial, social and other activities) which could materially and adversely affect, among other things, the business and manufacturing activities of its sellers, merchants and logistics providers, the global supply chain including those of its sellers’ and merchants’, and consumer discretionary spending. Further information regarding these and other risks is included in Sea’s filings with the SEC. All information provided in this press release and in the attachments is as of the date of this press release, and Sea undertakes no obligation to update any forward-looking statement, except as required under applicable law.

Non-GAAP Financial Measures

To supplement our consolidated financial statements, which are prepared and presented in accordance with U.S. GAAP, we use the following non-GAAP financial measures to help evaluate our operating performance:

  • “Net loss excluding share-based compensation and changes in fair value of the 2017 convertible notes” represents net loss before share-based compensation and changes in fair value of convertible notes. This financial measure helps to identify underlying trends in our business that could otherwise be distorted by the effect of certain expenses that are included in net loss. The use of this measure has its limitations in that it does not include all items that impact the net loss or income for the period, and share-based compensation and changes in fair value of convertible notes are significant expenses.
  • “Net loss excluding share-based compensation and changes in fair value of the 2017 convertible notes attributable to Sea Limited’s ordinary shareholders” represents net loss attributable to Sea Limited’s ordinary shareholders before share-based compensation and changes in fair value of convertible notes. This financial measure helps to identify underlying trends in our business that could otherwise be distorted by the effect of certain expenses that are included in net loss. The use of this measure has its limitations in that it does not include all items that impact the net loss or income for the period, and share-based compensation and changes in fair value of convertible notes are significant expenses.
  • “Basic and diluted loss per share based on net loss excluding share-based compensation and changes in fair value of the 2017 convertible notes attributable to Sea Limited’s ordinary shareholders” represents net loss excluding share-based compensation and changes in fair value of the 2017 convertible notes attributable to Sea Limited’s ordinary shareholders divided by the weighted average number of shares outstanding during the period.
  • “Adjusted EBITDA” for our digital entertainment segment represents operating income (loss) before share-based compensation plus (a) depreciation and amortization expenses, and (b) the net effect of changes in deferred revenue and its related cost for our digital entertainment segment. We believe that the segment adjusted EBITDA helps to identify underlying trends in our operating results, enhancing their understanding of the past performance and future prospects.
  • “Adjusted EBITDA” for our e-commerce segment, digital financial services segment and other services segment represents operating income (loss) before share-based compensation plus depreciation and amortization expenses. We believe that the segment adjusted EBITDA helps to identify underlying trends in our operating results, enhancing their understanding of the past performance and future prospects.
  • “Total adjusted EBITDA” represents the sum of adjusted EBITDA of all our segments combined, plus unallocated expenses. We believe that the total adjusted EBITDA helps to identify underlying trends in our operating results, enhancing their understanding of the past performance and future prospects.

These non-GAAP financial measures have limitations as analytical tools. None of the above financial measures should be considered in isolation or construed as an alternative to revenue, net loss/income, or any other measure of performance or as an indicator of our operating performance. These non-GAAP financial measures presented here may not be comparable to similarly titled measures presented by other companies. Other companies may calculate similarly titled measures differently, limiting their usefulness as comparative measures to Sea’s data. We compensate for these limitations by reconciling the non-GAAP financial measures to their nearest U.S. GAAP financial measures, all of which should be considered when evaluating our performance. We encourage you to review our financial information in its entirety and not rely on any single financial measure.

The tables below present selected financial information of our reporting segments, the non-GAAP financial measures that are most directly comparable to GAAP financial measures, and the related reconciliations between the financial measures. Amounts are expressed in thousands of US dollars (“$”) except for number of shares & per share data.

 

For the Three Months ended September 30, 2020

 

Digital

Entertainment

E-

commerce

Digital

Financial

Services

Other

Services(1)

Unallocated

expenses(2)

Consolidated

 

$

$

$

$

$

$

Operating income (loss)

278,614

(338,097

)

(151,567

)

(11,039

)

(83,384

)

(305,473

)

Net effect of changes in deferred

 

revenue and its related cost

299,200

 

 

 

 

299,200

 

Depreciation and Amortization

6,711

36,507

 

2,304

 

1,924

 

 

47,446

 

Share-based compensation

 

 

 

79,213

 

79,213

 

Adjusted EBITDA

584,525

(301,590

)

(149,263

)

(9,115

)

(4,171

)

120,386

 

 

 

For the Three Months ended September 30, 2019

 

Digital

Entertainment

E-

commerce

Digital

Financial

Services

Other

Services(1)

Unallocated

expenses(2)

Consolidated

 

$

$

$

$

$

$

Operating income (loss)

169,369

(277,219

)

(34,553

)

(9,429

)

(35,630

)

(187,462

)

Net effect of changes in deferred

 

revenue and its related cost

91,654

 

 

 

 

91,654

 

Depreciation and Amortization

4,935

23,507

 

925

 

2,935

 

 

32,302

 

Share-based compensation

 

 

 

32,709

 

32,709

 

Adjusted EBITDA

265,958

(253,712

)

(33,628

)

(6,494

)

(2,921

)

(30,797

)

(1) A combination of multiple business activities that does not meet the quantitative thresholds to qualify as reportable segments are grouped together as “Other Services”.

(2) Unallocated expenses are mainly related to share-based compensation and general and corporate administrative costs such as professional fees and other miscellaneous items that are not allocated to segments. These expenses are excluded from segment results as they are not reviewed by the CODM as part of segment performance.

 

For the Three Months

ended September 30,

 

2019

 

2020

 

 

$

$

 

 

 

Net loss

(206,097

)

(425,262

)

Share-based compensation

32,709

 

79,213

 

Changes in fair value of the 2017 convertible notes

(1,774

)

 

Net loss excluding share-based compensation and

 

changes in fair value of the 2017 convertible notes

(175,162

)

(346,049

)

 

 

 

Net (profit) loss attributable to non-controlling interests

(1,491

)

5,272

 

Net loss excluding share-based compensation and

 

changes in fair value of the 2017 convertible notes

attributable to Sea Limited’s ordinary shareholders

(176,653

)

(340,777

)

 

 

 

Weighted average shares used in loss per share computation:

 

 

Basic and diluted

459,592,639

 

491,139,720

 

 

 

 

Basic and diluted loss per share based on net loss excluding

 

share-based compensation and changes in fair value of the

2017 convertible notes attributable to Sea Limited’s ordinary

shareholders

(0.38

)

(0.69

)

UNAUDITED INTERIM CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS

Amounts expressed in thousands of US dollars (“$”) except for number of shares & per share data

 

 

For the Nine Months

ended September 30,

 

2019

2020

 

$

$

Revenue

 

 

Service revenue

 

 

Digital Entertainment

731,935

 

1,322,610

 

E-commerce and other services

526,144

 

1,120,764

 

Sales of goods

140,075

 

365,740

 

 

 

 

Total revenue

1,398,154

 

2,809,114

 

 

 

 

Cost of revenue

 

 

Cost of service

 

 

Digital Entertainment

(296,788

)

(493,969

)

E-commerce and other services

(612,833

)

(1,132,136

)

Cost of goods sold

(148,465

)

(367,816

)

 

 

 

Total cost of revenue

(1,058,086

)

(1,993,921

)

 

 

 

Gross profit

340,068

 

815,193

 

 

 

 

Operating income (expenses)

 

 

Other operating income

9,875

 

116,948

 

Sales and marketing expenses

(627,803

)

(1,165,653

)

General and administrative expenses

(276,160

)

(468,210

)

Research and development expenses

(107,167

)

(244,278

)

 

 

 

Total operating expenses

(1,001,255

)

(1,761,193

)

 

 

 

Operating loss

(661,187

)

(946,000

)

Interest income

24,539

 

20,529

 

Interest expense

(31,041

)

(113,354

)

Investment gain, net

4,817

 

45,253

 

Changes in fair value of convertible notes

(466,102)(1

)

(87

)

Foreign exchange gain (loss)

5,583

 

(7,795

)

 

 

 

Loss before income tax and share of results of equity

investees

(1,123,391

)

(1,001,454

)

Income tax expense

(49,853

)

(97,474

)

Share of results of equity investees

(2,558

)

(660

)

 

 

 

Net loss

(1,175,802

)

(1,099,588

)

 

 

 

Net (profit) loss attributable to non-controlling interests

(3,208

)

5,124

 

 

 

 

Net loss attributable to Sea Limited’s ordinary shareholders

(1,179,010

)

(1,094,464

)

 

 

 

Loss per share:

 

 

Basic and diluted

(2.75

)

(2.32

)

 

 

 

Weighted average shares used in loss per share computation:

 

 

Basic and diluted

428,606,948

 

471,375,477

 

(1) Fair value loss of $466.1 million on the 2017 convertible notes was recorded as our share prices significantly exceeded the conversion prices of the 2017 convertible notes.

UNAUDITED INTERIM CONDENSED CONSOLIDATED BALANCE SHEETS

Amounts expressed in thousands of US dollars (“$”)

 

 

 

As of

December 31,

As of

September 30,

 

 

2019

2020

 

 

$

$

ASSETS

 

 

 

Current assets

 

 

 

Cash and cash equivalents

 

3,118,988

3,509,039

Restricted cash

 

434,938

692,843

Accounts receivable, net

 

187,035

289,158

Prepaid expenses and other assets

 

535,187

961,326

Inventories, net

 

26,932

61,676

Short-term investments

 

102,324

42,320

Amounts due from related parties

 

4,735

6,725

Total current assets

 

4,410,139

5,563,087

 

 

 

 

Non-current assets

 

 

 

Property and equipment, net

 

318,620

358,390

Operating lease right-of-use assets, net

 

182,965

215,056

Intangible assets, net

 

15,020

35,882

Long-term investments

 

113,797

219,138

Prepaid expenses and other assets

 

65,684

246,617

Restricted cash

 

16,652

24,870

Deferred tax assets

 

70,340

89,441

Goodwill

 

30,952

208,095

Total non-current assets

 

814,030

1,397,489

Total assets

 

5,224,169

6,960,576

UNAUDITED INTERIM CONDENSED CONSOLIDATED BALANCE SHEETS

Amounts expressed in thousands of US dollars (“$”)

 

 

 

As of

December 31,

As of

September 30,

 

 

2019

2020

 

 

$

$

LIABILITIES AND SHAREHOLDERS’ EQUITY

 

 

 

Current liabilities

 

 

 

Accounts payable

 

69,370

118,433

Accrued expenses and other payables

 

980,805

1,545,039

Advances from customers

 

65,062

121,039

Amounts due to related parties

 

34,990

50,816

Short-term borrowings

 

1,258

Operating lease liabilities

 

56,320

69,714

Deferred revenue

 

1,097,868

1,811,414

Convertible notes

 

29,481

Income tax payable

 

27,212

56,084

Total current liabilities

 

2,362,366

3,772,539

 

 

 

 

Non-current liabilities

 

 

 

Accrued expenses and other payables

 

25,802

27,702

Long-term borrowings

 

358

Operating lease liabilities

 

144,000

160,703

Deferred revenue

 

160,708

304,148

Convertible notes

 

1,356,332

1,920,942

Deferred tax liabilities

 

975

1,701

Unrecognized tax benefits

 

976

107

Total non-current liabilities

 

1,689,151

2,415,303

Total liabilities

 

4,051,517

6,187,842 

UNAUDITED INTERIM CONDENSED CONSOLIDATED BALANCE SHEETS

Amounts expressed in thousands of US dollars (“$”)

 

 

 

As of

December 31,

As of

September 30,

 

 

2019

2020

 

 

$

$

Shareholders’ equity 

 

 

 

Class A Ordinary shares

 

154

 

168

 

Class B Ordinary shares

 

76

 

76

 

Additional paid-in capital

 

4,687,284

 

5,374,184

 

Accumulated other comprehensive income (loss)

 

5,449

 

(8,190

)

Statutory reserves

 

46

 

112

 

Accumulated deficit

 

(3,530,585

)

(4,625,115

)

 

 

 

 

Total Sea Limited shareholders’ equity

 

1,162,424

 

741,235

 

Non-controlling interests

 

10,228

 

31,499

 

Total shareholders’ equity

 

1,172,652

 

772,734

 

Total liabilities and shareholders’ equity

 

5,224,169

 

6,960,576 

 

 

UNAUDITED INTERIM CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

Amounts expressed in thousands of US dollars (“$”)

 

 

For the Nine Months ended

September 30,

 

2019

2020

 

$

$

 

 

 

Net cash generated from operating activities

97,663

370,424

Net cash used in investing activities

(219,538)

(519,976)

Net cash generated from financing activities

1,534,550

784,031

Effect of foreign exchange rate changes on cash, cash equivalents and

 

restricted cash

 

1,848

21,695

Net increase in cash, cash equivalents and restricted cash

1,414,523

656,174

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

1,259,312

3,570,578

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

2,673,835

4,226,752

UNAUDITED SEGMENT INFORMATION

The Company has three reportable segments, namely digital entertainment, e-commerce and digital financial services. The Chief Operating Decision Maker (“CODM”) reviews the performance of each segment based on revenue and certain key operating metrics of the operations and uses these results for the purposes of allocating resources to and evaluating the financial performance of each segment. Amounts are expressed in thousands of US dollars (“$”).

 

For the Three Months ended September 30, 2020

 

Digital

Entertainment

E-

commerce

Digital

Financial

Services

Other

Services(1)

Unallocated

expenses(2)

Consolidated

 

$

$

$

$

$

$

Revenue

568,981

618,704

14,400

10,075

1,212,160

Operating income (loss)

278,614

(338,097)

(151,567)

(11,039)

(83,384)

(305,473)

Non-operating income, net

 

 

 

 

 

(74,301)

Income tax expense

 

 

 

 

 

(46,416)

Share of results of equity investees

 

 

 

 

 

928

Net loss

 

 

 

 

 

(425,262)

 

 

For the Three Months ended September 30, 2019

 

Digital

Entertainment

E-

commerce

Digital

Financial

Services

Other

Services(1)

Unallocated

expenses(2)

Consolidated

 

$

$

$

$

$

$

Revenue

329,058

226,396

1,662

53,021

610,137

Operating income (loss)

169,369

(277,219)

(34,553)

(9,429)

(35,630)

(187,462)

Non-operating income, net

 

 

 

 

 

9,786

Income tax expense

 

 

 

 

 

(27,370)

Share of results of equity investees

 

 

 

 

 

(1,051)

Net loss

 

 

 

 

 

(206,097)

(1) A combination of multiple business activities that does not meet the quantitative thresholds to qualify as reportable segments are grouped together as “Other Services”.

(2) Unallocated expenses are mainly related to share-based compensation and general and corporate administrative costs such as professional fees and other miscellaneous items that are not allocated to segments. These expenses are excluded from segment results as they are not reviewed by the CODM as part of segment performance.

For enquiries:

Investors / analysts: [email protected]

Media: [email protected]

KEYWORDS: Asia Pacific Singapore

INDUSTRY KEYWORDS: Consulting Banking Technology Professional Services Small Business Mobile Entertainment Entertainment Software Networks Internet Finance

MEDIA:

NICE Actimize Chosen to Drive Modernization of Financial Crime Operations for Desjardins Group

NICE Actimize Chosen to Drive Modernization of Financial Crime Operations for Desjardins Group

Bringing together AI, machine learning and superior domain expertise, the expansion will optimize efficiency in key growth areas for the institution

HOBOKEN, N.J.–(BUSINESS WIRE)–NICE Actimize, a NICE (NASDAQ: NICE) business, today announced that it was chosen by Desjardins Group, Canada’s leading financial cooperative with more than 7 million members and $300 billion in total assets, to provide modernization and expansion for the institutions’ financial crime compliance program and operations. Reaffirming its long-term commitment to NICE Actimize solutions, Desjardins is significantly updating its investments with a next-generation, consolidated anti-money laundering platform, advanced productivity tools, and a robust, highly automated case management platform.

Bringing together AI, machine learning, advanced analytics and superior domain expertise, the Desjardins expansion will optimize analysts’ efficiency and boost coverage in key growth areas for the institution.

The Desjardins updates will center around three key NICE Actimize solutions areas. In anti-money laundering, Desjardins will move from its current NICE Actimize solutions’ footprint to fully transition to its newest agile, advanced offerings including Suspicious Activity Monitoring (SAM), CDD/KYC, and Watch List Filtering.

Desjardins will also empower its financial crime strategy with an advanced case management platform. NICE Actimize’s ActOne and ActOne Extend will provide a unified view of risk and an optimized investigation process across the enterprise, enabling analysts to make better and faster decisions. Last, NICE Actimize’s Productivity Studio will help Desjardins to improve operational efficiency with out-of-the-box dashboards and performance metrics that equip managers to identify and act on process bottlenecks.

“NICE Actimize has partnered with Desjardins for many years, and we are proud to continue our journey to protecting the institution, their clients, and assets with our advanced suite of financial crime solutions,” said Craig Costigan, CEO, NICE Actimize. “Our strong domain expertise and advanced technology, combined with our familiarity with Desjardins’ business requirements, will build a more efficient financial crime fighting operation for the cooperative as we move forward.”

“Desjardins is excited to update its existing footprint in financial crime management, adopting AI and the other advanced technologies we need to succeed on behalf of our member institutions. As we leverage our ongoing partnership, we are confident that NICE Actimize’s depth of experience and technology leadership will bring us the efficiencies we need to grow,” said Véronique Bégnoche, Vice-President, Security Governance, Projects and Analytics, Desjardins Group. “Today’s challenges require agility, broad domain expertise, and the ability to manage our growing demands around data. NICE Actimize’s suite of advanced financial crime solutions will significantly improve our investigators’ efficiency, contain costs and stay current with the ever-growing challenges of financial crime fighting.”

About Desjardins

Desjardins are a financial services cooperative – the largest federation of credit unions in North America. They were founded in 1900 in Levis, Quebec (directly across the St. Lawrence River from Quebec City). Desjardins currently consists of 238 local credit unions operating over 900 total branches and serving more than 7 million clients in Quebec and Ontario, with over $300 Billion in total assets and over 47,000 employees.

About NICE Actimize

NICE Actimize is the largest and broadest provider of financial crime, risk and compliance solutions for regional and global financial institutions, as well as government regulators. Consistently ranked as number one in the space, NICE Actimize experts apply innovative technology to protect institutions and safeguard consumers and investors assets by identifying financial crime, preventing fraud and providing regulatory compliance. The company provides real-time, cross-channel fraud prevention, anti-money laundering detection, and trading surveillance solutions that address such concerns as payment fraud, cybercrime, sanctions monitoring, market abuse, customer due diligence and insider trading. Find us at www.niceactimize.com, @NICE_Actimize or Nasdaq: NICE.

About NICE

NICE (Nasdaq:NICE) is the world’s leading provider of both cloud and on-premises enterprise software solutions that empower organizations to make smarter decisions based on advanced analytics of structured and unstructured data. NICE helps organizations of all sizes deliver better customer service, ensure compliance, combat fraud and safeguard citizens. Over 25,000 organizations in more than 150 countries, including over 85 of the Fortune 100 companies, are using NICE solutions. www.nice.com.

Trademark Note: NICE and the NICE logo are trademarks or registered trademarks of NICE Ltd. All other marks are trademarks of their respective owners. For a full list of NICE’s marks, please see: www.nice.com/nice-trademarks.

Forward-Looking Statements

This press release contains forward-looking statements as that term is defined in the Private Securities Litigation Reform Act of 1995. Such forward-looking statements, including the statements by Mr. Costigan, are based on the current beliefs, expectations and assumptions of the management of NICE Ltd. (the “Company”). In some cases, such forward-looking statements can be identified by terms such as “believe,” “expect,” “seek,” “may,” “will,” “intend,” “should,” “project,” “anticipate,” “plan,” “estimate,” or similar words. Forward-looking statements are subject to a number of risks and uncertainties that could cause the actual results or performance of the Company to differ materially from those described herein, including but not limited to the impact of changes in economic and business conditions, including as a result of the COVID-19 pandemic; competition; successful execution of the Company’s growth strategy; success and growth of the Company’s cloud Software-as-a-Service business; changes in technology and market requirements; decline in demand for the Company’s products; inability to timely develop and introduce new technologies, products and applications; difficulties or delays in absorbing and integrating acquired operations, products, technologies and personnel; loss of market share; an inability to maintain certain marketing and distribution arrangements; the Company’s dependency on third-party cloud computing platform providers, hosting facilities and service partners;, cyber security attacks or other security breaches against the Company; he effect of newly enacted or modified laws, regulation or standards on the Company and our products and various other factors and uncertainties discussed in our filings with the U.S. Securities and Exchange Commission (the “SEC”). For a more detailed description of the risk factors and uncertainties affecting the company, refer to the Company’s reports filed from time to time with the SEC, including the Company’s Annual Report on Form 20-F. The forward-looking statements contained in this press release are made as of the date of this press release, and the Company undertakes no obligation to update or revise them, except as required by law.

Corporate Media:

Cindy Morgan-Olson, +1 646 408 5896, ET

NICE Actimize

[email protected]

Investors:

Marty Cohen, +1 551 256 5354, ET

[email protected]

Yisca Erez, +972 9 775 3798, CET

[email protected]

KEYWORDS: United States North America New York New Jersey

INDUSTRY KEYWORDS: Technology Mobile/Wireless Other Professional Services Finance Consulting Small Business Professional Services Other Technology Software Networks Internet Data Management Security Consumer Electronics

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Romeo Power Secures $234 Million Multi-Year Production Contract with Lion Electric

Romeo Power Secures $234 Million Multi-Year Production Contract with Lion Electric

LOS ANGELES–(BUSINESS WIRE)–
Romeo Systems, Inc. (“Romeo Power”), a leader in designing and manufacturing lithium-ion battery modules and packs for commercial electric vehicles, has secured another large production contract with a commercial vehicle leader. Romeo Power announced today that it has secured a multi-year production contract with The Lion Electric Co. (“Lion Electric”), a leading OEM in North American electric commercial transportation. The contract is expected to generate $234 million in revenue for Romeo Power over a five-year period beginning in 2021. The contract spans across Lion Electric’s fleet of all-electric class 6-8 commercial urban trucks and all-electric buses.

This press release features multimedia. View the full release here: https://www.businesswire.com/news/home/20201117005333/en/

“Romeo Power is very excited about this partnership with Lion Electric, which represents Romeo Power’s eighth production contract in North America and nearly doubles our contracted revenue to date. Lion has already proven itself as a formidable leader in the electrification of the transportation industry with its growing fleet of commercial electric vehicles on the road today,” commented Lionel Selwood, Jr., Chief Executive Officer of Romeo Power. “This contract demonstrates increasing customer demand for our products, reinforces our ability to turn our pipeline into contracted revenue, and further validates Romeo Power as the industry leader in battery pack and module technology.”

“As a leader in zero-emission heavy duty vehicles, we focus on putting more all-electric buses and other commercial vehicles on roads across North America. We are happy to partner with Romeo Power and use its best-in-class battery technology. We are proud of this association that will help us deploy even more all-electric buses and trucks in the years to come,” commented Marc Bédard, Chief Executive Officer – Founder of Lion Electric.

Through its industry leading technology and energy dense battery packs, Romeo Power enables large-scale sustainable transportation by delivering safer, longer lasting batteries with shorter charge times. The company has a 7 GWh-capable manufacturing facility in Los Angeles, California. Its core product offering is focused on the battery electric vehicle medium duty short haul and heavy duty long haul trucking markets.

About Romeo Power

Romeo Power, founded in 2016 in California by Michael Patterson, is an industry leading energy technology company focused on designing and manufacturing lithium-ion battery modules and packs for commercial electric vehicles. Through its energy dense battery modules and packs, Romeo Power enables large-scale sustainable transportation by delivering safer, longer lasting batteries with shorter charge times. With greater energy density, Romeo Power is able to create lightweight and efficient solutions that deliver superior performance, and provide improved acceleration, range, safety and durability. Romeo Power’s modules and packs are customizable and scalable, and they are optimized by its proprietary battery management system. The company has approximately 100 employees and more than 60 battery-specific engineers and a 113,000 square foot manufacturing facility in Los Angeles, California with key battery development capabilities performed in-house. On October 5, 2020, Romeo Power and RMG Acquisition Corp. (“RMG”) (NYSE: RMG), a special purpose acquisition company, announced a definitive agreement for a business combination that would result in Romeo Power becoming a publicly listed company. Upon closing of the transaction, the combined company will be named Romeo Power, Inc. and is expected to remain listed on the NYSE and trade under the new ticker symbol “RMO.” For additional information on Romeo Power, please visit https://romeopower.com

About The Lion Electric Co.

Lion Electric is an innovative manufacturer of zero-emission vehicles. The company creates, designs, and manufactures all-electric class 5 to class 8 commercial urban trucks and all-electric buses and minibuses for the school, paratransit, and mass transit markets. Lion is a North American leader in electric transportation and designs, builds, and assembles several of its vehicles’ key components, including chassis, truck cabins and bus bodies.

Always actively seeking new and reliable technologies, Lion vehicles have unique features that are specifically adapted to its users and their everyday needs. Lion believes that transitioning to all-electric vehicles will lead to major improvements in our society, environment, and overall quality of life.

Lion Electric, The Bright Move

For additional information, please visit thelionelectric.com.

About RMG Acquisition Corp.

RMG Acquisition Corp is a special purpose acquisition company whose management and board has deep experience in power, renewable energy, environmental services, energy technology and corporate governance. RMG’s team includes top level executives from Goldman Sachs, Carlyle Group, Cogentrix Energy, Deloitte & Touché, Access Industries, Calpine Corporation (CPN) and Riverside Management Group. For additional information, please visit http://www.rmgacquisition.com/.

Important Information and Where to Find It

This press release relates to a proposed transaction between RMG and Romeo Power. RMG intends to file with the Securities and Exchange Commission (“SEC”) a registration statement on Form S-4 that will include a proxy statement and prospectus of RMG. The proxy statement/prospectus will be mailed to stockholders of RMG as of a record date to be established for voting on the proposed business combination. RMG also will file other relevant documents from time to time regarding the proposed transaction with the SEC. INVESTORS AND SECURITY HOLDERS OF RMG ARE URGED TO READ THE PROXY STATEMENT/PROSPECTUS AND OTHER RELEVANT DOCUMENTS THAT WILL BE FILED BY RMG FROM TIME TO TIME WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION. Investors and security holders will be able to obtain free copies of the proxy statement/prospectus and other documents containing important information about RMG and Romeo Power 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 RMG when and if available, can be obtained free of charge on RMG’s website at www.rmginvestments.com or by directing a written request to RMG Acquisition Corp., 50 West Street, Suite 40-C, New York, New York 10006.

Participants in the Solicitation

RMG and Romeo Power and their respective directors and executive officers, under SEC rules, may be deemed to be participants in the solicitation of proxies of RMG’s stockholders in connection with the proposed transaction. Investors and security holders may obtain more detailed information regarding the names and interests in the proposed transaction of RMG’s directors and officers in RMG’s filings with the SEC, including RMG’s Annual Report on Form 10-K for the fiscal year ended December 31, 2019, which was filed with the SEC on April 1, 2019. Information regarding the persons who may, under SEC rules, be deemed participants in the solicitation of proxies to RMG’s stockholders in connection with the proposed business combination will be set forth in the proxy statement/prospectus for the proposed business combination when available. Additional information regarding the interests of participants in the solicitation of proxies in connection with the proposed business combination will be included in the proxy statement/prospectus that RMG intends to file with the SEC.

No Offer or Solicitation

This communication shall neither constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any jurisdiction in which the offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such jurisdiction.

Forward Looking Statements

This press release includes “forward looking statements” within the meaning of the “safe harbor” provisions of the United States Private Securities Litigation Reform Act of 1995. When used in this press release, the words “estimates,” “projected,” “expects,” “anticipates,” “forecasts,” “plans,” “intends,” “believes,” “seeks,” “may,” “will,” “should,” “future,” “propose” and variations of these words or similar expressions (or the negative versions of such words or expressions) are intended to identify forward-looking statements. These forward-looking statements are not guarantees of future performance, conditions or results, and involve a number of known and unknown risks, uncertainties, assumptions and other important factors, many of which are outside RMG’s or Romeo Power’s management’s control, that could cause actual results or outcomes to differ materially from those discussed in the forward-looking statements. Important factors, among others, that may affect actual results or outcomes include: the inability to complete the transactions contemplated by the proposed business combination; the inability to recognize the anticipated benefits of the proposed business combination, which may be affected by, among other things, the amount of cash available following any redemptions by RMG stockholders; the ability to meet the NYSE’s listing standards following the consummation of the transactions contemplated by the proposed business combination; costs related to the proposed business combination; Romeo Power’s ability to execute on its plans to develop and market new products and the timing of these development programs; Romeo Power’s estimates of the size of the markets for its products; the rate and degree of market acceptance of Romeo Power’s products; the success of other competing technologies that may become available; Romeo Power’s ability to identify and integrate acquisitions; the performance of Romeo Power’s products; potential litigation involving RMG or Romeo Power; and general economic and market conditions impacting demand for Romeo Power’s products. Other factors include the possibility that the proposed transaction does not close, including due to the failure to receive required security holder approvals, or the failure of other closing conditions. 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 RMG’s Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, the registration statement on Form S-4 and proxy statement/prospectus discussed below and other documents filed by RMG 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 neither RMG nor Romeo Power undertake any obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.

Romeo Power

For Investors

ICR, Inc.

[email protected]

For Media

ICR, Inc.

[email protected]

Lion Electric

Patrick Gervais

Vice-President, Marketing and Communications

[email protected]

Cell : 514-992-1060

www.thelionelectric.com

RMG Acquisition Corp.

Philip Kassin

Chief Operating Officer

[email protected]

212-785-2579

KEYWORDS: California United States North America

INDUSTRY KEYWORDS: Performance & Special Interest Other Energy Fleet Management Alternative Energy General Automotive Public Transport Energy Automotive Trucking Engineering Transport Automotive Manufacturing Manufacturing

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Magellan Healthcare Offers Mental Health Resources to Provide Support During the Holiday Season

Magellan Healthcare Offers Mental Health Resources to Provide Support During the Holiday Season

PHOENIX–(BUSINESS WIRE)–Magellan Healthcare, the behavioral and specialty health subsidiary of Magellan Health, Inc. (NASDAQ: MGLN), today announced programs and resources to support individuals as they manage the holidays amidst a global pandemic.

“COVID-19 has dramatically changed how we typically celebrate holidays, special events and celebrations. For many people, cherished traditions and religious events may be canceled due to the virus, making the holidays especially difficult to manage,” said Matthew Miller, senior vice president, behavioral health, Magellan Healthcare. “In addition, we typically see an increase in mental health challenges during the holidays such as substance abuse relapses, suicide attempts and depression. This holiday season will be unlike any previous year, and we anticipate a significant increase in the need for mental health support.”

Upcoming Virtual Events

  • Thursday, December 3, 2020, 2:00-3:00 p.m. ET: Join this webinar, moderated by Caroline Carney, M.D., chief medical officer of Magellan Health, featuring Candice Tate, M.D., MBA, Magellan Healthcare medical director; and Barbara Corn, Magellan Rx Management vice president, physician and clinical operations, as they discuss emotional wellness during COVID-19 and the holidays. Register here.
  • Thursday, December 10, 2020, 3:00 – 3:30 p.m. ET: Join the December #bhXPERT Twitter chat on coping with the holidays during COVID-19 with special guest, Shareh Ghani, M.D., behavioral health vice president and medical director, Magellan Healthcare. Find the discussion questions, steps to participate and more at MagellanHealthcare.com/Twitter-Chat.

Additional Magellan Healthcare Resources

Magellan is offering a number of events and resources to help manage the holidays. Visit Magellan’s Holiday Emotional Wellness during COVID-19 webpage for event updates, downloads and more.

About Magellan Healthcare: Magellan Healthcare, Inc., the healthcare business unit of Magellan Health, Inc., offers solutions for complex conditions in the areas of behavioral health, medical specialty treatment and fully integrated managed care. Magellan Healthcare serves commercial health plans, employers, state and local governments, and the Federal government, including the Department of Defense. For more information, visit MagellanHealthcare.com.

About Magellan Health: Magellan Health, Inc., a Fortune 500 company, is a leader in managing the fastest growing, most complex areas of health, including special populations, complete pharmacy benefits and other specialty areas of healthcare. Magellan supports innovative ways of accessing better health through technology, while remaining focused on the critical personal relationships that are necessary to achieve a healthy, vibrant life. Magellan’s customers include health plans and other managed care organizations, employers, labor unions, various military and governmental agencies and third-party administrators. For more information, visit MagellanHealth.com.

(MGLN-GEN)

Media Contact: Lilly Ackley, [email protected], (860) 507-1923

Investor Contact: Darren Lehrich, [email protected], (860) 507-1814

KEYWORDS: Arizona United States North America

INDUSTRY KEYWORDS: Health Medical Devices Infectious Diseases Hospitals General Health Pharmaceutical Biotechnology

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