Serengeti and Sun Metals Announce Final Order

Serengeti and Sun Metals Announce Final Order




Serengeti and Sun Metals Announce Final Order

VANCOUVER, British Columbia, March 03, 2021 (GLOBE NEWSWIRE) — Serengeti Resources Inc. (TSX-V: SIR) (“Serengeti”) and Sun Metals Corp. (TSX-V: SUNM) (“Sun Metals”) are pleased to announce that Sun Metals has obtained the final order from the Supreme Court of British Columbia with respect to the previously announced proposed plan of arrangement, pursuant to which Serengeti will acquire all of the issued and outstanding shares of Sun Metals, on the basis of 0.215 of a post-Consolidation (as defined below) Serengeti share for each Sun Metals share, which is 0.43 of a pre-Consolidation Serengeti share for each Sun Metals share on a pre-Consolidation basis (the “Transaction”).

The Transaction was approved by Serengeti shareholders and Sun Metals securityholders at their respective meetings on February 26, 2021 and subject to receipt of all requisite approvals, including final TSX Venture Exchange approval, and waiver or satisfaction of all relevant conditions, closing of the Transaction is expected to be on or about March 5, 2021.

Serengeti also intends to proceed with a name change to Northwest Copper Corp. in connection with the closing of the Transaction. The common shares of Serengeti are expected to trade at the open of the market on March 5, 2021 on a post-Consolidation and post-name change basis with the ticker symbol “NWST”.

In addition to approving the Transaction, at the February 26, 2021 meeting Serengeti shareholders approved resolutions to consolidate its common shares on a two for one basis (the “Consolidation”). The Consolidation is anticipated to be completed immediately prior to closing of the Transaction. Following the Consolidation, the 112,053,368 outstanding common shares of Serengeti will be consolidated such that there will be approximately 56,026,684 outstanding common shares, not including any Serengeti common shares to be issued pursuant to the Transaction.

The Transaction will consolidate the contiguous copper-gold exploration and development assets of Kwanika and Stardust, both of which will benefit from operational synergies as the projects advance with a combined development strategy, along with the robust portfolio of British Columbia copper-gold assets held by the companies. The combined company will be well positioned and capitalized as a result of the recently completed $10,350,000 upsized subscription receipt financing of Sun Metals (the “Financing”) to take advantage of a strengthening copper market.

Upon completion of the Transaction, Mark O’Dea will assume the role of Executive Chairman of Serengeti and the Serengeti board of directors will comprise Mark O’Dea, David Moore, Lewis Lawrick, Teodora Dechev, Sean Tetzlaff and Richard Bailes. David Moore will continue as Interim President and Chief Executive Officer until such time as a full time CEO is appointed, and Lauren McDougall will assume the role of Chief Financial Officer and Ian Neill the role of Vice President Exploration. Following the Transaction, Sun Metals shareholders, including holders of Sun Metals common shares issued on conversion of the subscription receipts issued from the Financing, will hold approximately 49.6% of the combined company.

About Serengeti

Serengeti is a mineral exploration company managed by an experienced team of professionals with a solid track record of exploration success. The Company is currently advancing its majority-owned, advanced Kwanika copper-gold project and exploring its extensive portfolio of properties in north-central British Columbia. Additional information can be found on the Company’s website at www.serengetiresources.com.

About Sun Metals

Sun Metals is advancing its 100% owned flagship, high-grade copper-gold rich Stardust Project located in north-central British Columbia, Canada. Sun Metals also owns the Lorraine copper-gold project, and the OK copper-molybdenum project.

On Behalf of the Board of Directors of Serengeti Resources Inc.

“David W. Moore”

President, CEO & Director

On Behalf of the Board of Directors of Sun Metals Corp.

“Steve Robertson”

President, CEO & Director

For further information, please contact:

Serengeti Resources Inc.
Tel: 604-605-1300
Email: info@serengetiresources.com
Sun Metals Corp.
Tel: 604-683-7790
Email: info@sunmetals.ca

Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

Cautionary Statement Regarding Forward Looking Information

All statements, trend analysis and other information contained in this press release about anticipated future events or results constitute forward-looking statements. Forward-looking statements are often, but not always, identified by the use of words such as “seek”, “anticipate”, “believe”, “plan”, “estimate”, “expect” and “intend” and statements that an event or result “may”, “will”, “should”, “could” or “might” occur or be achieved and other similar expressions. All statements, other than statements of historical fact, included herein, including, without limitation, statements regarding anticipated benefits of the Transaction, the closing of the Transaction, the Financing, the Consolidation, the Kwanika and Stardust (the “Projects”), including anticipated operational synergies between the properties, are forward-looking statements. Although Serengeti and Sun Metals (the “Companies“) believe that the expectations reflected in such forward-looking statements and/or information are reasonable, undue reliance should not be placed on forward-looking statements since the Companies can give no assurance that such expectations will prove to be correct. These statements involve known and unknown risks, uncertainties and other factors that may cause actual results or events to differ materially from those anticipated in such forward-looking statements, including the risks, uncertainties and other factors identified in the Companies’ periodic filings with Canadian securities regulators, and assumptions made with regard to: the Companies’ ability to complete the proposed Transaction; the Companies’ ability to secure the necessary legal and regulatory approvals required to complete the Transaction and meeting the other conditions to the closing of the Transaction; and the Companies’ ability to achieve the synergies expected as a result of the Transaction. Forward-looking statements are subject to business and economic risks and uncertainties and other factors that could cause actual results of operations to differ materially from those contained in the forward-looking statements. Important factors that could cause actual results to differ materially from the Companies’ expectations include risks associated with the business of Serengeti and Sun Metals; risks related to the satisfaction or waiver of certain conditions to the closing of the Transaction; non-completion of the Transaction; risks related to reliance on technical information provided by Serengeti and Sun Metals; risks related to exploration and potential development of the Projects; business and economic conditions in the mining industry generally; fluctuations in commodity prices and currency exchange rates; uncertainties relating to interpretation of drill results and the geology, continuity and grade of mineral deposits; the need for cooperation of government agencies and native groups in the exploration and development of properties and the issuance of required permits; the need to obtain additional financing to develop properties and uncertainty as to the availability and terms of future financing; the possibility of delay in exploration or development programs and uncertainty of meeting anticipated program milestones; uncertainty as to timely availability of permits and other governmental approvals; and other risk factors as detailed from time to time and additional risks identified in Serengeti and Sun Metals’s filings with Canadian securities regulators on SEDAR in Canada (available at www.sedar.com). Forward-looking statements are based on estimates and opinions of management at the date the statements are made. Neither Serengeti nor Sun Metals undertakes any obligation to update forward-looking statements except as required by applicable securities laws. Investors should not place undue reliance on forward-looking statements.

Teledyne Imaging brings its advanced technologies to Vision China 2021

Teledyne Imaging brings its advanced technologies to Vision China 2021




Teledyne Imaging brings its advanced technologies to Vision China 2021

Live demos highlighting new AI and deep learning solutions at the booth

SHANGHAI, China, March 04, 2021 (GLOBE NEWSWIRE) — Teledyne Imaging will exhibit at the upcoming Vision China (Shanghai), in Hall W1, W1-1800, at the Shanghai New International Expo Centre from March 17-19.

Visitors to the combined Teledyne Imaging booth can expect to see a broad range of leading-edge line and area scan sensors, frame grabbers, vision systems, software, and smart cameras targeted at vision inspection, logistics, robotics and packaging applications. Here are the highlights:

1.   Line Scan Cameras & Embedded Vision

  • The industry’s first Multifield™ CMOS TDI camera, Teledyne DALSA’s award-winning Linea HS captures brightfield, darkfield, and backlit images at once in a single scan. When combined with the Xtium™2 CLHS high-performance frame grabbers, these models achieve unmatched data throughput.
  • Linea Lite is the newest addition to the Linea family, the Linea Lite brings high performance in a small package.
  • Featured “live demo” of the Z-Trak 3D scanners that support up to 16 3D sensors, help remove occlusion and deliver real-time height measurement using laser triangulation and robust In-line measurement.
  • Sherlock8 – next generation vision application software with support for 1D, 2D, 3D and thermal cameras. Includes support for “rules based” and “learning based” AI deep learning vision tools, parallel processing, factory protocols and custom user interfaces.
  • VICORE – New Generation Smart Camera system supports up to 25M. The VICORE system has integrated software, I/O, PLC support and can handle traditional 2D and 3D, as well as infrared inspections.
  • BOA Spot-XL – New Smart sensor is easy to use and contains all vision functionalities from gauging, flaw detection and robotic guidance to product identification (1D/2D/OCR).

2.   Smart Sensors

  • Teledyne e2v’s Emerald™ 67M image sensor achieves ultra-high resolution for electronics inspection, high-end surveillance and aerial imaging. Its 8K square resolution combined with its high frame rate enables increased throughput and improved detection ratio.
  • The new high resolution Hydra3D™ Time-of-Flight CMOS image is tailored for 3D detection and distance measurement. It features a 10 µm three-tap cutting-edge pixel and supports the latest industrial applications, including vision guided robotics, logistics and automated guided vehicles.

3.   sCMOS cameras

  • Teledyne Photometrics features its latest back-illuminated sCMOS cameras Prime BSI Express and Kinetix. Both achieve 95% quantum efficiency, low read noise and extremely high speed (95 fps for Prime BSI Express and 500fps for Kinetix, full frame).
  • Prime BSI Express camera’s small form factor and USB interface make it fit into the broadest range of configurations. 
  • Kinetix camera’s 10-megapixel sensor provides a 29.4 mm field of view, opening up possibilities for new discoveries.

4.   Area scan cameras

  • Teledyne’s first CXP camera, designed for performance and built on Genie Nano’s proven, industry-leading reputation.
  • Teledyne Lumenera’s new Lt Series Cameras provides high performance USB3 models, from 2 to 20 Mpixels, in both board level and enclosed versions.

Subject matter experts will be on hand to discuss planned product development and advanced, enabling technology for your vision challenges.

Media Note: For interview requests, please email yuki.chan@teledyne.com or visit our booth in Hall W1, W1-1800 during the show.

About Teledyne Imaging  
Teledyne Imaging is a group of leading-edge companies aligned under the Teledyne umbrella. Teledyne Imaging forms an unrivalled collective of expertise across the spectrum and decades of experience. Individually, each company offers best-in-class solutions. Together, they combine and leverage each other’s strengths to provide the deepest, widest imaging and related technology portfolio in the world. From aerospace through industrial inspection, microscopy, spectroscopy, radiography and radiotherapy, geospatial surveying, and advanced MEMS and semiconductor solutions, Teledyne Imaging offers world-wide customer support and the technical expertise to handle the toughest tasks. Their tools, technologies, and vision solutions are built to deliver to their customers a unique and competitive advantage.

Media Contact:
Yuki Chan, Marketing Manager, Teledyne e2v
Yuki.Chan@teledyne.com

A photo accompanying this announcement is available at https://www.globenewswire.com/NewsRoom/AttachmentNg/425956dc-0a5b-4a0b-b742-1c3c10ae17c5

Safeguard Scientifics Announces Fourth Quarter and Full Year 2020 Financial Results

Safeguard Scientifics Announces Fourth Quarter and Full Year 2020 Financial Results




Safeguard Scientifics Announces Fourth Quarter and Full Year 2020 Financial Results

Conference call and webcast on March 4, 2021 at 9 a.m. ET

RADNOR, Pa., March 03, 2021 (GLOBE NEWSWIRE) — Safeguard Scientifics, Inc. (NYSE:SFE) (“Safeguard” or the “Company”) today announced financial results for the three months and year ended December 31, 2020.

HIGHLIGHTS

  • Exits & Deployments
    • Aggregate 2020 annual sales proceeds were $7.9 million, principally from the sale of Sonobi in the third quarter for $6.6 million.
    • Safeguard deployed $9.2 million in 2020 to Syapse ($4.4 million), Aktana ($2.5 million), meQuilibrium ($1 million) and four other companies ($1.3 million). No material deployments were made during the fourth quarter of 2020.
      • 2020 deployments came in at the low end of the range established at the end of the first quarter.
    • Subsequent to year-end, Safeguard exited WebLinc and QuanticMind.
      • Safeguard generated $3.2 million of initial cash proceeds from the sale of WebLinc with additional amounts possible over the next 24 months based on performance milestones.
      • There were no proceeds to Safeguard from the sale of QuanticMind.
    • Safeguard is committed to maximizing the value of and monetizing its ownership interests in a timely manner, and returning capital to shareholders.
      • Since January 2018, Safeguard realized approximately $198 million in cash proceeds from monetizing its holdings.
  • Safeguard Company Performance
    • The majority of Safeguard’s companies have operated well through the pandemic and are positioned to improve performance in a post COVID-19 environment.
    • The aggregate trailing twelve month revenues ending September 30, 2020 for Safeguard’s remaining twelve companies, excluding Other Ownership Interests and the two entities exited in early 2021, was $352 million, up 6.2% as compared to the comparable 2019 period.
    • Several Safeguard companies raised capital during 2020 which resulted in dilution gains of $4.2 million for the year ended December 31, 2020. These included Moxe (Q4); Aktana (Q3); meQuilibrium (Q2); Syapse (Q2 and Q4).
    • Subsequent to year-end, Syapse raised $68 million in growth capital from two venture capital funds. This transaction brings Safeguard’s ownership percentage to approximately 11% and will result in a non-cash dilution gain.
  • Financial Results
    • Cash and cash equivalents totaled $15.6 million at year end 2020.
    • The carrying value of the Company’s ownership interests at year end totaled $50.4 million, with a total cost of $225.3 million.
    • Net loss for the three months ended December 31, 2020 was $7.4 million, or $0.35 per share, compared with a net loss of $0.7 million, or $0.03 per share, for the same period in 2019.
    • Net loss for the year ended December 31, 2020 was $37.6 million, or $1.81 per share, compared with net income of $54.6 million, or $2.64 per share, for the same period in 2019.
    • Annual results included non-cash impairment charges of $20.0 million, while the prior period included gains from the sales of Propeller and Transactis totaling $85.8 million.
  • Operating Costs
    • Safeguard continued to reduce its operating costs in 2020. General and administrative expenses totaled $1.6 million for the fourth quarter of 2020 as compared to $2.1 million for the fourth quarter of 2019. General and administrative expenses for the year ended December 31, 2020 were $9.5 million as compared to $10.0 million for the year ended December 31, 2019.
    • Safeguard also continued to lower its corporate expenses,1 which totaled $1.2 million for the fourth quarter of 2020 as compared to $1.4 million for the comparable period of 2019. Corporate expenses totaled $5.2 million for the year ended December 31, 2020 as compared to $7.1 million for the year ended December 31, 2019, a 27% annual decline.
    • Our corporate expense reductions have exceeded the expectations set at the beginning of the year for a range of $6.4 to $6.8 million and are consistent with our third quarter expectation to be below the lower updated range of $5.6 to $6.0 million. These reductions have come from a variety of sources, including reductions in cash compensation, the payment of a portion of management bonuses in equity, the payment of Board fees in equity, lower professional fees and lower office costs.
  • Outlook
    • Safeguard continues to expect a declining level of follow-on deployments for its remaining ownership interests and has established an initial range for 2021 of $5 to $7 million.
    • Safeguard will continue to focus on reducing corporate expenses in 2021 and has established a target of $4.4 to $4.9 million for the year.
    • Safeguard remains committed to returning value to shareholders when we exceed our targeted minimum liquidity threshold of $20 million, subject to then prevailing market conditions and expected liquidity needs. We will consider share repurchases and/or dividends at that time.
  • Shareholder Engagement
    • During 2020, Safeguard held virtual discussions with the CEOs of Aktana, Flashtalking and meQuilibrium, with the replay available at Safegaurd’s investor relations site.
    • Safeguard recently held a virtual discussion with CEO of Prognos on February 23.

“There is a lot that we are excited about at Safeguard. Our companies have by and large weathered the pandemic relatively well and are positioned to accelerate revenue growth and execute on their business plans in 2021. On the financings and exit front, our companies have been able to access capital to support their operations and growth and we have a number of companies that are in various stages of sales processes. At the Safeguard level, we have taken meaningful steps to reduce our cash operating costs and introduce greater flexibility into our operating structure.” said Eric C. Salzman, Safeguard’s Chief Executive Officer. “While we have achieved a few small asset sales over the past six months, we expect 2021 will be a more robust year for exits that will enable us to return capital to shareholders via stock buybacks or dividends.”

___________________________

Corporate expenses are general and administrative expenses excluding depreciation, severance, stock-based compensation and other non-recurring items.  See full reconciliation in the financial section of this statement.

OWNERSHIP INTERESTS AT DECEMBER 31, 2020

Companies Category Acquisition Year Primary Ownership% Carrying Value
(in millions)
  Cost
(in millions)
             
Initial Revenue Stage: Up to $1 million in revenue    
None            
Expansion Stage: $1 million to $5 million in revenue
Moxe Health Corporation Healthcare 2016 27.6 % $      5.0   $        7.5
QuanticMinc, Inc. ++ * Digital Media 2015 24.2 %       13.7
Traction Stage: $5 million to $10 million in revenue  
meQuilibrium Healthcare 2015 32.0 %   3.3     14.0
Trice Medical, Inc. Healthcare 2014 16.6 %   1.3     10.8
Zipnosis, Inc. Healthcare 2015 37.7 %   2.3     10.0
WebLinc, Inc. * Digital Media 2014 39.9 %   3.2     16.2
Lumesis, Inc. Financial Services 2012 43.4 %   0.9     5.6
Clutch Holdings, Inc.++ Digital Media 2013 42.3 %   5.0     16.9
High Traction Stage: $10 million to $15 million in revenue  
InfoBionic, Inc. Healthcare 2014 25.2 %       22.0
Revenue of $20 million to $50 million  
Aktana, Inc. Healthcare 2016 15.1 %      2.9     14.2
Prognos Health, Inc. Healthcare 2011 28.5 %   3.9          12.6
Syapse, Inc. Healthcare 2014 18.9 %   2.4     25.0
Greater than $50 million in revenue  
Flashtalking Digital Media 2018 13.4 %   12.5     19.2
MediaMath, Inc. Digital Media 2009 13.3 %       15.5
Other Ownership Interests  
T-REX Group Financial Services 2016     2.2     6.0
Velano Vascular Healthcare 2013     2.0     1.7
All others Various       3.5     14.4
      TOTAL: $ 50.4   $ 225.3

++ Company dropped into a lower revenue stage this quarter.
* Company was exited during the first quarter of 2021.

CONFERENCE CALL AND WEBCAST DETAILS

Please call 10-15 minutes prior to the call to register.

Date:   March 4, 2021

Time:   9 am ET

Webcast:   http://www.safeguard.com/events

Live Number:   833-968-2224 // (International) 825-312-2064

Replay Number: 800-585-8367 // (International) 416-621-4642

Access Code:   9479064

Speakers:   Chief Executive Officer, Eric C. Salzman; and Senior Vice President and Chief Financial Officer, Mark A. Herndon

Format:   Discussion of the quarter’s financial results followed by Q&A

Replay will be available through April 5, 2021 at 11:59 pm ET. For more information please contact IR@safeguard.com

About Safeguard Scientifics
Historically, Safeguard Scientifics has provided capital and relevant expertise to fuel the growth of technology-driven businesses. Safeguard has a distinguished track record of fostering innovation and building market leaders that spans more than six decades. Safeguard is currently pursuing a focused strategy to value-maximize and monetize its ownership interests over a multi-year time frame to drive shareholder value. For more information, please visit www.safeguard.com.

Forward-looking Statements
Except for the historical information and discussions contained herein, statements contained in this release may constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Our forward-looking statements are subject to risks and uncertainties. Forward-looking statements include, but are not limited to, statements regarding Safeguard’s ability to maximize the value of monetization opportunities of its ownership interests and drive total shareholder returns. Safeguard’s initiatives taken or contemplated to enhance and unlock value for all of its shareholders, Safeguard’s efforts to execute on and implement its strategy to streamline its organizational structure, reduce its operating costs, pursue monetization opportunities for ownership interests and maximize the return of value to its shareholders, Safeguard’s ability to create, unlock, enhance and maximize shareholder value, the effect of Safeguard’s management succession plan on driving increased organizational effectiveness and efficiencies, the ability of the management team to execute Safeguard’s strategy, the availability of, the timing of, and the proceeds that may ultimately be derived from the monetization of ownership interests, Safeguard’s projections regarding the reduction in its ongoing operating expenses, Safeguard’s projections regarding annualized operating expenses and expected severance expenses, monetization opportunities for ownership interests, and the amount of net proceeds from the monetization of ownership interests that will enable the return of value to Safeguard shareholders after satisfying working capital needs and the timing of such return of value. Such forward-looking statements are not guarantees of future operational or financial performance and are based on current expectations that involve a number of uncertainties, risks and assumptions that are difficult to predict. Therefore, actual outcomes and/or results may differ materially from those expressed or implied by such forward-looking statements. The risks and uncertainties that could cause actual results to differ materially include, among others, our ability to make good decisions about the monetization of our ownership interests for maximum value or at all and the return of value to our shareholders, our ability to successfully execute on our strategy to streamline our organizational structure and align our cost structure to increase shareholder value, whether our strategy will better position us to focus our resources on the highest-return opportunities and deliver enhanced shareholder value, the ongoing support of our existing ownership interests, the fact that our companies may vary from period to period, challenges to achieving liquidity from our ownership interests, fluctuations in the market prices of our publicly traded holdings, if any, competition, our inability to obtain maximum value for our ownership interests, our ability to attract and retain qualified employees, market valuations in sectors in which our ownership interests operate, our inability to control our ownership interests, our need to manage our assets to avoid registration under the Investment Company Act of 1940, risks, disruption, costs and uncertainty caused by or related to the actions of activist shareholders, including that if individuals are elected to our Board with a specific agenda, it may adversely affect our ability to effectively implement our business strategy and create value for our shareholders and perceived uncertainties as to our future direction as a result of potential changes to the composition of our Board may lead to the perception of a change in the direction of our business, instability or a lack of continuity that may adversely affect our business, and risks associated with our ownership interests, including the fact that most of our ownership interests have a limited operating history and a history of operating losses, face intense competition and may never be profitable, the effect of economic conditions in the business sectors in which Safeguard’s companies operate, and other uncertainties described in our filings with the Securities and Exchange Commission. Many of these factors are beyond the Company’s ability to predict or control. As a result of these and other factors, the Company’s past operational and financial performance should not be relied on as an indication of future performance. The Company does not assume any obligation to update any forward-looking statements or other information contained in this press release.

SAFEGUARD CONTACT:
Mark Herndon
Chief Financial Officer
(610) 975-4913
mherndon@safeguard.com

Safeguard Scientifics, Inc.
Condensed Consolidated Balance Sheets
(in thousands)

    December 31, 2020     December 31, 2019  
Assets                
Cash, cash equivalents and restricted cash   $ 15,601     $ 25,053  
Other current assets     462       1,297  
Total current assets     16,063       26,350  
Ownership interests in and advances     50,398       77,129  
Other assets     2,574       4,098  
Total Assets   $ 69,035     $ 107,577  
                 
Liabilities and Equity                
Other current liabilities   $ 3,470     $ 2,429  
Total current liabilities     3,470       2,429  
Lease liability – non-current     2,053       2,380  
Other long-term liabilities     637       1,027  
Total equity     62,875       101,741  
Total Liabilities and Equity   $ 69,035     $ 107,577  


Safeguard Scientifics, Inc.
Condensed Consolidated Statements of Operations
(in thousands, except per share amounts)

    Three Months Ended     Twelve Months Ended  
    December 31,     December 31,  
    2020     2019     2020     2019  
Operating expenses   $ 1,631     $ 2,060     $ 9,466     $ 9,982  
Operating loss     (1,631 )     (2,060 )     (9,466 )     (9,982 )
Other income (loss), net     (663 )     2,245       (7,708 )     12,255  
Interest, net     52       174       261       (11,979 )
Equity income (loss), net     (5,111 )     (1,057 )     (20,702 )     64,267  
Net income (loss) before income taxes     (7,353 )     (698 )     (37,615 )     54,561  
Income tax benefit (expense)                        
Net income (loss)   $ (7,353 )   $ (698 )   $ (37,615 )   $ 54,561  
Net income (loss) per share:                                
Basic   $ (0.35 )   $ (0.03 )   $ (1.81 )   $ 2.64  
Diluted   $ (0.35 )   $ (0.03 )   $ (1.81 )   $ 2.64  
Weighted average shares used in computing income (loss) per share:                                
Basic     20,829       20,674       20,751       20,636  
Diluted     20,829       20,674       20,751       20,636  


Safeguard Scientifics, Inc.
Financial Data
(in thousands)

Additional Financial Information

Non-GAAP Measures

In discussing financial results and guidance, the Company refers to the measure “corporate expenses” which is not in accordance with Generally Accepted Accounting Principles (GAAP). We use this non-GAAP financial measure internally to make operating and strategic decisions, including evaluating our overall performance and as a factor in determining compensation for certain employees. We have defined corporate expenses as general and administrative costs excluding Depreciation, Stock based compensation, severance and retirement costs, and non-recurring items and other.  Non-recurring items and other includes accruals related to the Company’s LTIP plan that will not be paid until reaching a specified threshold within that plan. We believe presenting this non-GAAP financial measure provides additional information to facilitate comparison of our historical operating costs and their trends, and provides additional transparency on how we evaluate our cost structure. We also believe presenting this measure allows investors to view our performance using the same measure that we use in evaluating our performance and trends.

Corporate expenses reconciliation:

    Three Months Ended     Twelve Months Ended  
    December 31,     December 31,  
    2020     2019     2020     2019  
Corporate expenses   $ 1,219     $ 1,404     $ 5,216     $ 7,118  
Depreciation                       808  
Stock based compensation     (14 )     303       965       1,237  
Severance and retirement costs     147       32       2,020       248  
Non-recurring items and other     279       321       1,265       571  
General and administrative expenses   $ 1,631     $ 2,060     $ 9,466     $ 9,982  

MYR Group Inc. Announces Fourth-Quarter and Full Year 2020 Results

MYR Group Inc. Announces Fourth-Quarter and Full Year 2020 Results




MYR Group Inc. Announces Fourth-Quarter and Full Year 2020 Results

HENDERSON, Colo., March 03, 2021 (GLOBE NEWSWIRE) — MYR Group Inc. (“MYR”) (NASDAQ: MYRG), a holding company of leading specialty contractors serving the electric utility infrastructure, commercial and industrial construction markets in the United States and western Canada, today announced its fourth-quarter and full year 2020 financial results.

Highlights for Fourth Quarter 2020

  • Record high quarter revenues of $608.0 million
  • Record high quarter net income attributable to MYR Group Inc. of $18.2 million, or $1.07 per diluted share
  • Record high quarter EBITDA of $37.2 million
  • Strong quarter net cash flow from operating activities of $46.5 million and quarter free cash flow of $29.7 million
  • Strong backlog of $1.65 billion

Management Comments
Rick Swartz, MYR’s President and CEO, said, “We finished 2020 with strong financial results in the fourth quarter, and full year revenues were $2.25 billion setting a record high for the sixth consecutive year. Fourth quarter 2020 net income attributable to MYR Group Inc. of $18.2 million, a 42.1 percent increase over the fourth quarter of 2019, and revenues, gross profit, EBITDA net cash flow from operations and free cash flow increased compared to the same period of 2019. Our backlog at the end of the fourth quarter was $1.65 billion, demonstrating our ability to adapt to changing market conditions and leverage strong customer relationships to secure future work.” Mr. Swartz continued, “We remain optimistic about market opportunities as industry sources continue to highlight positive trends in T&D spending, continued resiliency in our primary C&I markets, and increased opportunities in renewables and energy storage. We are eager to continue our positive momentum into 2021 by remaining committed to our clients, implementing new technologies and process improvements, tracking industry developments, and continuing to invest in our people and communities.”

Fourth Quarter Results
MYR reported fourth-quarter 2020 revenues of $608.0 million, an increase of $36.9 million, or 6.5 percent, compared to the fourth quarter of 2019. Specifically, our Transmission and Distribution (“T&D”) segment reported record quarterly revenues of $318.6 million, an increase of $7.6 million, or 2.4 percent, from the fourth quarter of 2019, primarily due to an increase in revenue on distribution projects which include an increase in storm work related to certain weather events, partially offset by a decrease in revenue on transmission projects. Our Commercial and Industrial (“C&I”) segment reported fourth-quarter 2020 revenues of $289.4 million, an increase of $29.3 million, or 11.3 percent, from the fourth quarter of 2019, primarily due to increases in volume associated with the CSI Electrical Contractors, Inc. (“CSI”) acquisition, partially offset by slowdowns associated with the COVID-19 pandemic.

Consolidated gross profit increased to $76.4 million for the fourth quarter of 2020, compared to $68.9 million for the fourth quarter of 2019. Gross margin increased to 12.6 percent for the fourth quarter of 2020 from 12.1 percent for the fourth quarter of 2019. The increase in gross margin was primarily due to an increase in higher margin and storm-related work, successful change order negotiations and better-than-anticipated productivity on certain projects. These improvements were partially offset by labor inefficiencies as well as unfavorable settlements on certain projects. Changes in estimates of gross profit on certain projects resulted in a gross margin decreases of 1.3 percent and 0.5 percent for the fourth quarter of 2020 and 2019, respectively.

Selling, general and administrative expenses (“SG&A”) increased to $50.8 million for the fourth quarter of 2020, compared to $48.1 million for the fourth quarter of 2019. The period-over-period increase was primarily due to an increase in employee incentive compensation costs and other employee-related expenses to support the growth in our operations.

Income tax expense was $7.0 million for the fourth quarter of 2020, with an effective tax rate of 28.0 percent, compared to income tax expense of $5.5 million for the fourth quarter of 2019, which represented 29.9 percent of pretax income. The decrease in the effective tax rate for the fourth quarter of 2020 compared to the fourth quarter of 2019 was primarily due to a favorable impact from stock compensation excess tax benefits partially offset by the impact of the global intangible low tax income (“GILTI”) and other permanent difference items.

For the fourth quarter of 2020, net income attributable to MYR Group Inc. was $18.2 million, or $1.07 per diluted share attributable to MYR Group Inc., compared to $12.8 million, or $0.76 per diluted share, for the same period of 2019. Fourth-quarter 2020 EBITDA, a non-GAAP financial measure, was $37.2 million, or 6.1 percent of revenues, compared to $31.4 million, or 5.5 percent of revenues, in the fourth quarter of 2019.

Full Year Results
MYR reported record revenues of $2.25 billion for the full year of 2020, an increase of $176.2 million, or 8.5 percent, compared to $2.07 billion for the full year of 2019. Specifically, the T&D segment reported revenues of $1.15 billion, an increase of $20.0 million, or 1.8 percent, from the full year of 2019, primarily related to an increase in revenue on distribution projects which include an increase in storm work related to certain weather events, partially offset by a decrease in revenue on transmission projects. The C&I segment reported full year of 2020 revenues of $1.09 billion, an increase of $156.3 million, or 16.7 percent, from the full year of 2019, primarily due to incremental revenues from the CSI acquisition, partially offset by impacts related to the COVID-19 pandemic.

Consolidated gross profit was $275.9 million for the full year of 2020, compared to $214.2 million for the full year of 2019. The increase in gross profit was due to higher margins and revenues. Gross margin increased to 12.3 percent for the full year of 2020 from 10.3 percent for the full year of 2019. The increase in gross margin was primarily due to an increase in higher margin and storm-related work as well as better-than-anticipated productivity on certain projects. These increases were partially offset by labor inefficiencies as well as unfavorable settlements on certain projects. Additionally, gross margin during the full year of 2019 was negatively impacted by projects at lower than historical margins and inefficiencies associated with a joint venture project, that has since been completed. Changes in estimates of gross profit on certain projects resulted in gross margin decreases of 0.8 percent for the full years of 2020 and 2019, respectively.

SG&A increased to $188.5 million for the full year of 2020, from $156.7 million for the full year of 2019. The year-over-year increase was primarily due to the acquisition of CSI and higher employee incentive compensation costs.

Income tax expense was $22.6 million for the full year of 2020, with an effective tax rate of 27.8 percent, compared to income tax expense of $14.2 million for the full year of 2019, with an effective tax rate of 28.2 percent. The decrease in the tax rate for the year ended December 31, 2020 was primarily due to a favorable impact from stock compensation excess tax benefits, partially offset by the impact of GILTI.

For the full year of 2020, net income attributable to MYR Group Inc. was $58.8 million, or $3.48 per diluted share attributable to MYR Group Inc., compared to $37.7 million, or $2.26 per diluted share, for the same period of 2019. Full-year 2020 EBITDA, a non-GAAP financial measure, was $132.4 million, or 5.9 percent of revenues, compared to $101.2 million, or 4.9 percent of revenues, for the full year of 2019.

Backlog
As of December 31, 2020, MYR’s backlog was $1.65 billion, compared to $1.72 billion as of September 30, 2020. As of December 31, 2020, T&D backlog was $753.9 million, and C&I backlog was $895.5 million. Total backlog at December 31, 2020 increased $150.3 million, or 10.0 percent, from the $1.50 billion reported at December 31, 2019.

Balance Sheet
As of December 31, 2020, MYR had $364.6 million of borrowing availability under our $375 million revolving credit facility.

Non-GAAP Financial Measures
To supplement MYR’s financial statements presented in accordance with generally accepted accounting principles in the United States (“GAAP”), MYR uses certain non-GAAP measures. Reconciliation to the nearest GAAP measures of all non-GAAP measures included in this press release can be found at the end of this release. MYR’s definitions of these non-GAAP measures may differ from similarly titled measures used by others. These non-GAAP measures should be considered supplemental to, and not a substitute for, financial information prepared in accordance with GAAP.

MYR believes that these non-GAAP measures are useful because they (i) provide both management and investors meaningful supplemental information regarding financial performance by excluding certain expenses and benefits that may not be indicative of recurring core business operating results, (ii) permit investors to view MYR’s performance using the same tools that management uses to evaluate MYR’s past performance, reportable business segments and prospects for future performance, (iii) publicly disclose results that are relevant to financial covenants included in MYR’s credit facility and (iv) otherwise provide supplemental information that may be useful to investors in evaluating MYR.

Conference Call
MYR will host a conference call to discuss its fourth-quarter and full year 2020 results on Thursday, March 4, 2021 at 9:00 a.m. Central time. To participate in the conference call via telephone, please dial (877) 561-2750 (domestic) or (763) 416-8565 (international) and enter conference ID 9190145, at least five minutes prior to the start of the event. A replay of the conference call will be available through Thursday, March 11, 2021, at 1:00 P.M. Eastern time, by dialing (855) 859-2056 or (404) 537-3406 and entering conference ID 9190145. MYR will also broadcast the conference call live via the internet. Interested parties may access the webcast through the Investor Relations section of MYR’s website at www.myrgroup.com. Please access the website at least 15 minutes prior to the start of the call to register, download and install any necessary audio software. The webcast will be available until Thursday, March 11, 2021 at 1:00 P.M. Eastern time.

About MYR
MYR is a holding company of leading specialty contractors serving the electric utility infrastructure, commercial and industrial construction markets throughout the United States and western Canada who have the experience and expertise to complete electrical installations of any type and size. Their comprehensive services on electric transmission and distribution networks and substation facilities include design, engineering, procurement, construction, upgrade, maintenance and repair services. Transmission and distribution customers include investor-owned utilities, cooperatives, private developers, government-funded utilities, independent power producers, independent transmission companies, industrial facility owners and other contractors. Commercial and industrial electrical contracting services are provided to general contractors, commercial and industrial facility owners, local governments and developers generally throughout the United States and western Canada. For more information, visit myrgroup.com.

Forward-Looking Statements
Various statements in this announcement, including those that express a belief, expectation, or intention, as well as those that are not statements of historical fact, are forward-looking statements. The forward-looking statements may include projections and estimates concerning the timing and success of specific projects and our future production, revenue, income, capital spending, segment improvements and investments. Forward-looking statements are generally accompanied by words such as “anticipate,” “believe,” “encouraged,” “estimate,” “expect,” “intend,” “likely,” “may,” “objective,” “outlook,” “plan,” “possible,” “potential,” “project,” “remain confident,” “should,” “unlikely,” or other words that convey the uncertainty of future events or outcomes. The forward-looking statements in this announcement speak only as of the date of this announcement; we disclaim any obligation to update these statements (unless required by securities laws), and we caution you not to rely on them unduly. We have based these forward-looking statements on our current expectations and assumptions about future events. While our management considers these expectations and assumptions to be reasonable, they are inherently subject to significant business, economic, competitive, regulatory and other risks, contingencies and uncertainties, most of which are difficult to predict and many of which are beyond our control. No forward-looking statement can be guaranteed and actual results may differ materially from those projected. Forward-looking statements in this announcement should be evaluated together with the many uncertainties that affect MYR’s business, particularly those mentioned in the risk factors and cautionary statements in Item 1A of MYR’s Annual Report on Form 10-K, and in any risk factors or cautionary statements contained in MYR’s subsequent Quarterly Reports on Form 10-Q or Current Reports on Form 8-K.

MYR Group Inc. Contact:
Betty R. Johnson, Chief Financial Officer, 847-290-1891, investorinfo@myrgroup.com

Investor Contact:
David Gutierrez, Dresner Corporate Services, 312-780-7204, dgutierrez@dresnerco.com

Financial tables follow…

MYR GROUP INC.
Consolidated Balance Sheets
As of December 31, 2020 and 2019

(in thousands, except share and per share data) December 31,
2020
  December 31,
2019
       
ASSETS      
Current assets      
Cash and cash equivalents $ 22,668     $ 12,397  
Accounts receivable, net of allowances of  $1,696 and $3,364, respectively 385,938     388,479  
Contract assets, net of allowances of $359 and $147, respectively 185,803     217,109  
Current portion of receivable for insurance claims in excess of deductibles 11,859     6,415  
Refundable income taxes 1,534     1,973  
Other current assets 28,882     12,811  
Total current assets 636,684     639,184  
Property and equipment, net of accumulated depreciation of  $294,366 and $272,865, respectively 185,114     185,344  
Operating lease right-of-use assets 22,291     22,958  
Goodwill 66,065     66,060  
Intangible assets, net of accumulated amortization of  $14,467 and $10,880, respectively 51,365     54,940  
Receivable for insurance claims in excess of deductibles 27,043     30,976  
Investment in joint venture 3,040     4,722  
Other assets 4,257     3,687  
Total assets $ 995,859     $ 1,007,871  
       
LIABILITIES AND STOCKHOLDERS’ EQUITY      
Current liabilities      
Current portion of long-term debt $ 4,381     $ 8,737  
Current portion of operating lease obligations 6,612     6,205  
Current portion of finance lease obligations 318     1,135  
Accounts payable 162,580     192,107  
Contract liabilities 158,396     105,486  
Current portion of accrued self-insurance 24,395     18,780  
Other current liabilities 86,718     64,364  
Total current liabilities 443,400     396,814  
Deferred income tax liabilities 18,339     20,945  
Long-term debt 25,039     157,087  
Accrued self-insurance 45,428     48,024  
Operating lease obligations, net of current maturities 15,730     16,884  
Finance lease obligations, net of current maturities     338  
Other liabilities 18,631     3,304  
Total liabilities 566,567     643,396  
Commitments and contingencies      
Stockholders’ equity      
Preferred stock – $0.01 par value per share; 4,000,000 authorized shares; none issued and outstanding at December 31, 2020 and December 31, 2019      
Common stock – $0.01 par value per share; 100,000,000 authorized shares; 16,734,239 and 16,648,616 shares issued and outstanding at December 31, 2020 and December 31, 2019, respectively 167     166  
Additional paid-in capital 158,618     152,532  
Accumulated other comprehensive income (loss) 23     (446 )
Retained earnings 270,480     212,219  
Total stockholders’ equity attributable to MYR Group Inc. 429,288     364,471  
Noncontrolling interest 4     4  
Total stockholders’ equity 429,292     364,475  
Total liabilities and stockholders’ equity $ 995,859     $ 1,007,871  
               

MYR GROUP INC.
Consolidated Statements of Operations
Three Months and Twelve Months Ended December 31, 2020 and 2019

  Three months ended
December 31,
  For the year ended
December 31,
(in thousands, except per share data) 2020   2019   2020   2019
               
Contract revenues $ 607,970     $ 571,075     $ 2,247,392     $ 2,071,159  
Contract costs 531,526     502,153     1,971,539     1,857,001  
Gross profit 76,444     68,922     275,853     214,158  
Selling, general and administrative expenses 50,847     48,076     188,535     156,674  
Amortization of intangible assets 577     961     3,586     3,849  
Gain on sale of property and equipment (846 )   (995 )   (2,813 )   (3,543 )
Income from operations 25,866     20,880     86,545     57,178  
Other income (expense):              
Interest income 3     4     9     4  
Interest expense (622 )   (1,727 )   (4,563 )   (6,225 )
Other expense, net (50 )   (921 )   (606 )   (515 )
Income before provision for income taxes 25,197     18,236     81,385     50,442  
Income tax expense 7,047     5,461     22,626     14,228  
Net income 18,150     12,775     58,759     36,214  
Less: net income (loss) attributable to noncontrolling interest             (1,476 )
Net income attributable to MYR Group Inc. $ 18,150     $ 12,775     $ 58,759     $ 37,690  
Income per common share attributable to MYR Group Inc.:              
– Basic $ 1.09     $ 0.77     $ 3.52     $ 2.27  
– Diluted $ 1.07     $ 0.76     $ 3.48     $ 2.26  
Weighted average number of common shares and potential common shares outstanding:              
– Basic 16,724     16,619     16,684     16,587  
– Diluted 17,018     16,748     16,890     16,699  

MYR GROUP INC.
Consolidated Statements of Cash Flows
Twelve Months Ended December 31, 2020 and 2019

  For the year ended
December 31,
(in thousands) 2020   2019
       
Cash flows from operating activities:      
Net income $ 58,759     $ 36,214  
Adjustments to reconcile net income to net cash flows provided by operating activities:      
Depreciation and amortization of property and equipment 42,867     40,667  
Amortization of intangible assets 3,586     3,849  
Stock-based compensation expense 5,688     4,403  
Deferred income taxes (2,641 )   3,602  
Gain on sale of property and equipment (2,813 )   (3,543 )
Other non-cash items 1,951     1,029  
Changes in operating assets and liabilities, net of acquisitions:      
Accounts receivable, net 2,903     (39,710 )
Contract assets 31,360     (16,443 )
Receivable for insurance claims in excess of deductibles (1,511 )   (9,646 )
Other assets (15,458 )   (10,327 )
Accounts payable (43,079 )   22,492  
Contract liabilities 52,918     28,163  
Accrued self-insurance 3,010     12,755  
Other liabilities 37,627     (8,606 )
Net cash flows provided by operating activities 175,167     64,899  
Cash flows from investing activities:      
Proceeds from sale of property and equipment 3,429     4,051  
Cash paid for acquisitions, net of cash acquired     (79,720 )
Purchases of property and equipment (44,355 )   (57,828 )
Net cash flows used in investing activities (40,926 )   (133,497 )
Cash flows from financing activities:      
Net borrowings (repayments) under revolving lines of credit (103,820 )   45,514  
Payment of principal obligations under equipment notes (32,584 )   (4,550 )
Payment of principal obligations under finance leases (1,238 )   (1,201 )
Borrowings under equipment notes     35,068  
Proceeds from exercise of stock options 749     341  
Debt refinancing costs     (1,122 )
Repurchase of common shares (652 )   (778 )
Other financing activities 13,249     84  
Net cash flows provided by (used in) financing activities (124,296 )   73,356  
Effect of exchange rate changes on cash 326     132  
Net increase in cash and cash equivalents 10,271     4,890  
Cash and cash equivalents:      
Beginning of period 12,397     7,507  
End of period $ 22,668     $ 12,397  
               

MYR GROUP INC.
Unaudited Consolidated Selected Data,
Unaudited Performance Measure and Reconciliation of Non-GAAP Measure
For the Three and Twelve Months Ended December 31, 2020 and 2019 and
As of December 31, 2020, 2019, 2018 and 2017

  Three months ended
December 31,
  Twelve months ended
December 31,
(dollars in thousands, except share and per share data) 2020   2019   2020   2019
               
Summary Statement of Operations Data:              
Contract revenues $ 607,970     $ 571,075     $ 2,247,392     $ 2,071,159  
Gross profit $ 76,444     $ 68,922     $ 275,853     $ 214,158  
Income from operations $ 25,866     $ 20,880     $ 86,545     $ 57,178  
Income before provision for income taxes $ 25,197     $ 18,236     $ 81,385     $ 50,442  
Income tax expense $ 7,047     $ 5,461     $ 22,626     $ 14,228  
Net income attributable to MYR Group Inc. $ 18,150     $ 12,775     $ 58,759     $ 37,690  
Effective tax rate 28.0 %   29.9 %   27.8 %   28.2 %
               
Per Share Data:              
Income per common share attributable to MYR Group Inc.:              
– Basic $ 1.09     $ 0.77     $ 3.52     $ 2.27  
– Diluted $ 1.07     $ 0.76     $ 3.48     $ 2.26  
Weighted average number of common shares and potential common shares outstanding:              
– Basic 16,724     16,619     16,684     16,587  
– Diluted 17,018     16,748     16,890     16,699  

(in thousands) December 31,
2020
  December 31,
2019
  December 31,
2018
  December 31,
2017
               
Summary Balance Sheet Data:              
Total assets $ 995,859     $ 1,007,871     $ 748,755     $ 603,788  
Total stockholders’ equity attributable to MYR Group Inc. $ 429,288     $ 364,471     $ 322,984     $ 287,039  
Goodwill and intangible assets $ 117,430     $ 121,000     $ 89,854     $ 57,846  
Total funded debt (1) $ 29,420     $ 165,824     $ 89,792     $ 78,960  
                               

(in thousands) Twelve months ended
December 31,
  2020   2019
Financial Performance Measure (2):      
Reconciliation of Non-GAAP measure:      
Net income attributable to MYR Group Inc. $ 58,759     $ 37,690  
Interest expense, net 4,554     6,221  
Tax impact of interest (1,266 )   (1,754 )
EBI, net of taxes (3) $ 62,047     $ 42,157  
               

See notes at the end of this earnings release

MYR GROUP INC.
Unaudited Performance Measures and Reconciliation of Non-GAAP Measures
Three and Twelve Months Ended December 31, 2020 and 2019

  Three months ended
December 31,
  Twelve months ended
December 31,
(in thousands, except share, per share data, ratios and percentages) 2020   2019   2020   2019
               
Financial Performance Measures (2):              
EBITDA (4) $ 37,239     $ 31,434     $ 132,392     $ 101,179  
EBITDA per Diluted Share (5) $ 2.19     $ 1.88     $ 7.84     $ 6.06  
Free Cash Flow (6) $ 29,656     $ 14,680     $ 130,812     $ 7,071  
Book Value per Period End Share (7)         $ 25.34     $ 21.75  
Tangible Book Value (8)         $ 311,858     $ 243,471  
Tangible Book Value per Period End Share (9)         $ 18.41     $ 14.53  
Funded Debt to Equity Ratio (10)         0.1     0.5  
Asset Turnover (11)         2.23     2.77  
Return on Assets (12)         5.8 %   5.0 %
Return on Equity (13)         16.1 %   11.7 %
Return on Invested Capital (16)         12.0 %   10.4 %
               
Reconciliation of Non-GAAP Measures:              
Reconciliation of Net Income Attributable to MYR Group Inc. to EBITDA:              
Net income attributable to MYR Group Inc. $ 18,150     $ 12,775     $ 58,759     $ 37,690  
Net loss attributable to noncontrolling interest             (1,476 )
Net income 18,150     12,775     58,759     36,214  
Interest expense, net 619     1,723     4,554     6,221  
Income tax expense 7,047     5,461     22,626     14,228  
Depreciation and amortization 11,423     11,475     46,453     44,516  
EBITDA (4) $ 37,239     $ 31,434     $ 132,392     $ 101,179  
               
Reconciliation of Net Income Attributable to MYR Group Inc. per Diluted Share to EBITDA per Diluted Share:              
Net income attributable to MYR Group Inc. per share $ 1.07     $ 0.76     $ 3.48     $ 2.26  
Net loss attributable to noncontrolling interest per share             (0.09 )
Net income per share 1.07     0.76     3.48     2.17  
Interest expense, net, per share 0.04     0.10     0.27     0.37  
Income tax expense per share 0.41     0.33     1.34     0.85  
Depreciation and amortization per share 0.67     0.69     2.75     2.67  
EBITDA per Diluted Share (5) $ 2.19     $ 1.88     $ 7.84     $ 6.06  
               
Calculation of Free Cash Flow:              
Net cash flow from operating activities $ 46,541     $ 33,154     $ 175,167     $ 64,899  
Less: cash used in purchasing property and equipment (16,885 )   (18,474 )   (44,355 )   (57,828 )
Free Cash Flow (6) $ 29,656     $ 14,680     $ 130,812     $ 7,071  
               

See notes at the end of this earnings release.

MYR GROUP INC.
Unaudited Performance Measures and Reconciliation of Non-GAAP Measures
As of December 31, 2020, 2019 and 2018

(in thousands) December 31,
2020
  December 31,
2019
       
Reconciliation of Book Value to Tangible Book Value:      
Book value (total stockholders’ equity attributable to MYR Group Inc.) $ 429,288     $ 364,471  
Goodwill and intangible assets (117,430 )   (121,000 )
Tangible Book Value (9) $ 311,858     $ 243,471  
       
Reconciliation of Book Value per Period End Share to Tangible Book Value per Period End Share:      
Book value per period end share $ 25.34     $ 21.75  
Goodwill and intangible assets per period end share (6.93 )   (7.22 )
Tangible Book Value per Period End Share (8) $ 18.41     $ 14.53  
       
Calculation of Period End Shares:      
Shares outstanding 16,734     16,649  
Plus: common equivalents 206     112  
Period End Shares (14) 16,940     16,761  
           

(in thousands)   December 31, 2020   December 31, 2019   December 31, 2018
             
Reconciliation of Invested Capital to Stockholders Equity:            
Book value (total stockholders’ equity attributable to MYR Group Inc.)   $ 429,288     $ 364,471     $ 322,984  
Plus: total funded debt   29,420     165,824     89,792  
Less: cash and cash equivalents   (22,668 )   (12,397 )   (7,507 )
Invested Capital (15)   $ 436,040     $ 517,898     $ 405,269  
                         

See notes at the end of this earnings release.

(1) Funded debt includes borrowings under our revolving credit facility and the outstanding balances of our outstanding equipment notes.
(2) These financial performance measures are provided as supplemental information to the financial statements. These measures are used by management to evaluate our past performance, our prospects for future performance and our ability to comply with certain material covenants as defined within our credit agreement, and to compare our results with those of our peers. In addition, we believe that certain of the measures, such as book value, tangible book value, free cash flow, asset turnover, return on equity and debt leverage are measures that are monitored by sureties, lenders, lessors, suppliers and certain investors. Our calculation of each measure is described in the following notes; our calculation may not be the same as the calculations made by other companies.
(3) EBI, net of taxes is defined as net income attributable to MYR Group Inc. plus net interest, less the tax impact of net interest. The tax impact of net interest is computed by multiplying net interest by the effective tax rate. Management uses EBI, net of taxes, to measure our results exclusive of the impact of financing costs.
(4) EBITDA is defined as earnings before interest, taxes, depreciation and amortization. EBITDA is not recognized under GAAP and does not purport to be an alternative to net income as a measure of operating performance or to net cash flows provided by operating activities as a measure of liquidity. Certain material covenants contained within our credit agreement are based on EBITDA with certain additional adjustments, including our interest coverage ratio and leverage ratio, which we must comply with to avoid potential immediate repayment of amounts borrowed or additional fees to seek relief from our lenders. In addition, management considers EBITDA a useful measure because it provides MYR Group Inc. and its investors with an additional tool to compare MYR Group Inc. operating performance on a consistent basis by removing the impact of certain items that management believes to not directly reflect the company’s core operations. Management further believes that EBITDA is useful to investors and other external users of MYR Group Inc. financial statements in evaluating the company’s operating performance and cash flow because EBITDA is widely used by investors to measure a company’s operating performance without regard to items such as interest expense, taxes, depreciation and amortization, which can vary substantially from company to company depending upon accounting methods and book value of assets, useful lives placed on assets, capital structure and the method by which assets were acquired.
(5) EBITDA per diluted share is calculated by dividing EBITDA by the weighted average number of diluted shares attributable to MYR Group Inc. outstanding for the period. EBITDA per diluted share is not recognized under GAAP and does not purport to be an alternative to income per diluted share.
(6) Free cash flow, which is defined as cash flow provided by operating activities minus cash flow used in purchasing property and equipment, is not recognized under GAAP and does not purport to be an alternative to net income attributable to MYR Group Inc., cash flow from operations or the change in cash on the balance sheet. Management views free cash flow as a measure of operational performance, liquidity and financial health.
(7) Book value per period end share is calculated by dividing total stockholders’ equity attributable to MYR Group Inc. at the end of the period by the period end shares outstanding.
(8) Tangible book value is calculated by subtracting goodwill and intangible assets at the end of the period from stockholders’ equity attributable to MYR Group Inc. at the end of the period. Tangible book value is not recognized under GAAP and does not purport to be an alternative to book value or stockholders’ equity attributable to MYR Group Inc.
(9) Tangible book value per period end share is calculated by dividing tangible book value at the end of the period by the period end number of shares outstanding. Tangible book value per period end share is not recognized under GAAP and does not purport to be an alternative to income per diluted share.
(10) The funded debt to equity ratio is calculated by dividing total funded debt at the end of the period by total stockholders’ equity attributable to MYR Group Inc. at the end of the period.
(11) Asset turnover is calculated by dividing the current period revenue by total assets at the beginning of the period.
(12) Return on assets is calculated by dividing net income attributable to MYR Group Inc. for the period by total assets at the beginning of the period.
(13) Return on equity is calculated by dividing net income attributable to MYR Group Inc. for the period by total stockholders’ equity attributable to MYR Group Inc. at the beginning of the period.
(14) Period end shares is calculated by adding average common stock equivalents for the quarter to the period end balance of common shares outstanding. Period end shares is not recognized under GAAP and does not purport to be an alternative to diluted shares. Management views period end shares as a better measure of shares outstanding as of the end of the period.
(15) Invested capital is calculated by adding net funded debt (total funded debt less cash and marketable securities) to total stockholders’ equity attributable to MYR Group Inc.
(16) Return on invested capital is calculated by dividing EBI, net of taxes, less any dividends, by invested capital at the beginning of the period. Return on invested capital is not recognized under GAAP, and is a key metric used by management to determine our executive compensation.

Regency Centers to Present at the Citi 2021 Global Property CEO Conference

Regency Centers to Present at the Citi 2021 Global Property CEO Conference




Regency Centers to Present at the Citi 2021 Global Property CEO Conference

JACKSONVILLE, Fla., March 03, 2021 (GLOBE NEWSWIRE) — Regency Centers Corporation (NASDAQ: REG) announced today that Lisa Palmer, President and Chief Executive Officer, is scheduled to make a presentation at the Citi 2021 Global Property CEO Conference on Monday, March 8, 2021 at 9:45 AM ET. To listen to the presentation please use the webcast information below.

Citi 2021 Global Property CEO Conference
Date: Monday, March 8, 2021
Time: 9:45 AM – 10:20 AM ET
Speaker: Lisa Palmer – President & Chief Executive Officer
Webcast: 2021 Citi Virtual Global Property CEO Conference
Investor Presentation: Regency Centers February 2021 Investor Presentation

A replay of the webcast will be available for one year following the completion of the conference.

About Regency Centers Corporation (NASDAQ: REG)

Regency Centers is the preeminent national owner, operator, and developer of shopping centers located in affluent, infill suburban trade areas. Our portfolio includes thriving properties merchandised with highly productive grocers, restaurants, service providers, and best-in-class retailers that connect to their neighborhoods, communities, and customers. Operating as a fully integrated real estate company, Regency Centers is a qualified real estate investment trust (REIT) that is self-administered, self-managed, and an S&P 500 Index member. For more information, please visit RegencyCenters.com.

LPL Financial to Present at the Wolfe Virtual FinTech Forum 2021

LPL Financial to Present at the Wolfe Virtual FinTech Forum 2021




LPL Financial to Present at the Wolfe Virtual FinTech Forum 2021

SAN DIEGO, March 03, 2021 (GLOBE NEWSWIRE) — Leading retail investment advisory firm and independent broker-dealer LPL Financial LLC, a wholly-owned subsidiary of LPL Financial Holdings Inc. (Nasdaq: LPLA), today announced that Chief Financial Officer Matt Audette will present at the Wolfe Virtual FinTech Forum 2021 on March 10.

The virtual presentation takes place at 1:40 p.m. ET. A live audio webcast of the presentation will be accessible at investor.lpl.com, with a replay available on the website beginning two hours after the presentation. The replay will remain available through March 31.

About LPL Financial
LPL Financial (Nasdaq: LPLA) was founded on the principle that the firm should work for the advisor, and not the other way around. Today, LPL is a leader* in the markets we serve, supporting more than 17,000 financial advisors, 800 institution-based investment programs and 450 independent RIA firms nationwide. We are steadfast in our commitment to the advisor-centered model and the belief that Americans deserve access to objective guidance from a financial advisor. At LPL, independence means that advisors have the freedom they deserve to choose the business model, services, and technology resources that allow them to run their perfect practice. And they have the freedom to manage their client relationships, because they know their clients best. Simply put, we take care of our advisors, so they can take care of their clients.

* Top RIA custodian (Cerulli Associates, 2019 U.S. RIA Marketplace Report)
No. 1 Independent Broker-Dealer in the U.S (Based on total revenues, Financial Planning magazine June 1996-2020)
No. 1 provider of third-party brokerage services to banks and credit unions (2019-2020 Kehrer Bielan Research & Consulting Annual TPM Report)

Securities and Advisory services offered through LPL Financial LLC, a registered investment advisor. Member FINRA/SIPC. We routinely disclose information that may be important to shareholders in the “Investor Relations” or “Press Releases” section of our website.

Investor Relations – Chris Koegel, (617) 897-4574
Media Relations – Lauren Hoyt-Williams, (980) 321-1232
investor.lpl.com/contactus.cfm

Saratoga Investment Corp. Prices Offering of $50 Million of 4.375% Notes Due 2026

Saratoga Investment Corp. Prices Offering of $50 Million of 4.375% Notes Due 2026




Saratoga Investment Corp. Prices Offering of $50 Million of 4.375% Notes Due 2026

NEW YORK, NY, March 03, 2021 (GLOBE NEWSWIRE) — Saratoga Investment Corp. (NYSE: SAR) (the “Company”) today announced that it priced a public offering of $50 million aggregate principal amount of 4.375% notes due 2026 (the “Notes”) on March 3, 2021. The Notes will mature on February 28, 2026, and may be redeemed in whole or in part at any time or from time to time at the Company’s option at par plus a “make-whole” premium, if applicable. The Notes will bear interest at a rate of 4.375% per year payable semi-annually on February 28 and August 28 of each year, beginning August 28, 2021.

Raymond James & Associates, Inc. is acting as sole book-running manager for this offering. The Company expects to use the net proceeds from this offering to make investments in middle-market companies in accordance with the Company’s investment objective and strategies and for general corporate purposes.

The closing of the transaction is subject to customary closing conditions and the Notes are expected to be delivered on or about March 10, 2021.

Investors are advised to consider carefully the investment objective, risks and charges and expenses of the Company before investing. The preliminary prospectus supplement dated March 3, 2021 and the accompanying prospectus dated June 28, 2019, each of which has been filed with the Securities and Exchange Commission (the “SEC”), contain a description of these matters and other important information about the Company and should be read carefully before investing.

This press release does not constitute an offer to sell or the solicitation of an offer to buy, nor will there be any sale of the Notes referred to in this press release, in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of such state or jurisdiction. A registration statement (File No. 333-227116) relating to the Notes was filed and has been declared effective by the SEC.

This offering is being made solely by means of a written prospectus forming part of the effective registration statement and a related preliminary prospectus supplement, which may be obtained for free by visiting the SEC’s website at www.sec.gov or from Raymond James & Associates, Inc., 880 Carillon Parkway, St. Petersburg, Florida 33716, email: prospectus@raymondjames.com or by calling 800-248-8863.

About Saratoga Investment Corp.

Saratoga Investment Corp. is a specialty finance company that provides customized financing solutions to U.S. middle-market businesses. The Company invests primarily in senior and unitranche leveraged loans and mezzanine debt, and, to a lesser extent, equity to provide financing for change of ownership transactions, strategic acquisitions, recapitalizations and growth initiatives in partnership with business owners, management teams and financial sponsors.  Saratoga Investment Corp.’s objective is to create attractive risk-adjusted returns by generating current income and long-term capital appreciation from its debt and equity investments.  Saratoga Investment Corp. has elected to be regulated as a business development company under the Investment Company Act of 1940 and is externally-managed by Saratoga Investment Advisors, LLC, an SEC-registered investment advisor focusing on private credit and equity-driven strategies.  Saratoga Investment Corp. owns two SBIC-licensed subsidiaries and manages a collateralized loan obligation (the “Saratoga CLO”) fund.  It also owns 100% of the Class F-R-3 and subordinated notes of the $650 million Saratoga CLO.  The Company’s diverse funding sources, combined with a permanent capital base, enable Saratoga Investment Corp. to provide a broad range of financing solutions.

FORWARD-LOOKING STATEMENTS

Statements included herein contain certain “forward-looking statements” within the meaning of the federal securities laws, including statements with regard to the Company’s Notes offering and the anticipated use of the net proceeds of the offering. Forward-looking statements can be identified by the use of forward looking words such as “outlook,” “believes,” “expects,” “potential,” “continues,” “may,” “will,” “should,” “seeks,” “approximately,” “predicts,” “intends,” “plans,” “estimates,” “anticipates” or negative versions of those words, other comparable words or other statements that do not relate to historical or factual matters. The forward-looking statements are based on our beliefs, assumptions and expectations of future events and our future performance, taking into account all information currently available to us. These statements are not guarantees of future events, performance, condition or results and involve a number of risks and uncertainties. Actual results may differ materially from those in the forward-looking statements as a result of a number of factors, including but not limited to the impact of the COVID-19 pandemic and the pandemic’s impact on the U.S. and global economy, as well as those described from time to time in our filings with the SEC. Any forward-looking statement speaks only as of the date on which it is made. Saratoga Investment Corp. undertakes no duty to update any forward-looking statements made herein, whether as a result of new information, future developments or otherwise, except as required by law.

                                                                                 

Contact: Henri Steenkamp
Saratoga Investment Corp.
212-906-7800

Eimskip: Annual General Meeting 25 March 2021

Eimskip: Annual General Meeting 25 March 2021




Eimskip: Annual General Meeting 25 March 2021

Eimskipafélag Íslands hf.’s Annual General Meeting will be held on Thursday 25 March 2021 at 16:00 at Gullteigur conference room, Grand hótel, Sigtúni 28, 105 Reykjavík, Iceland.

Enclosed is the convocation, proposed agenda and proposed resolutions for the Annual General Meeting.

Attachments

Mr. Ron Andrews joins Precipio’s Board of Directors

Mr. Ron Andrews joins Precipio’s Board of Directors




Mr. Ron Andrews joins Precipio’s Board of Directors

Company Strengthens Depth of Expertise in Products Industry

NEW HAVEN, Conn., March 03, 2021 (GLOBE NEWSWIRE) — Specialty cancer diagnostics company Precipio, Inc. (NASDAQ: PRPO) announces that Mr. Ron Andrews has joined the company’s Board of Directors. As the company continues to build its products division around commercializing the technologies it has developed (such as HemeScreen and IV-cell), having additional resources and experienced industry veterans to support management’s goals is key to its success and ongoing growth.

Mr. Andrews brings a wealth of experience in the diagnostics world, and specifically in the areas of product development & commercialization. Some of Mr. Andrews’ past experiences includes Chief Commercial Officer at Roche Molecular; President of Genetic Science Division at Thermo Fisher Scientific; President of the Medical Sciences Venture at Life Technologies Corporation; and CEO of Clarient, which was acquired by GE Healthcare for $580M in 2010.

“My life’s work in oncology has focused on democratizing important academic capabilities to empower community oncologists and pathologists with diagnostic tools that enable accurate, rapid delivery of important information allowing them to provide the best care for their patient,” said Mr. Andrews. “I am excited to join the Precipio board as the team embarks on that same mission for physicians managing patients with various forms of blood cancers. HemeScreen is a tremendous opportunity for the company, and I look forward to advising Ilan and team as they execute on their vision.”

“The significance and timing of Mr. Andrews joining the board cannot be understated,” said Ilan Danieli, CEO of Precipio, Inc. “At a time when the company is growing its products business and sees it as a key driver of revenue and profitability, having Ronnie on our board will provide invaluable support to management. I am delighted to have Ronnie as part of the team.”

Mr. Mark Rimer, Partner at Kuzari Group and one of the first backers and supporters of Precipio since its inception ten years ago, will be stepping down from his role as a director, and will remain as a board observer. Mr. Rimer’s contributions have been paramount to getting Precipio to where it is today, and company management is delighted to see Mark will remain involved with the company.

“The work that Precipio is doing today to build valuable diagnostic products that will continue to drive the core mission of eradicating medical misdiagnosis demonstrates enormous progress from the early days yet is perfectly in line with the original vision for the company when we first invested in this team ten years ago,” said Mark Rimer, Partner at Kuzari Group. “I am proud to have worked with Ilan and the Precipio management team as well as all our committed partners at the universities, and I am thrilled that Ron is ready to bring his commercial experience to Precipio at the start of the company’s next phase of growth.”

“It is no exaggeration to say that Precipio would not be where it is today if it weren’t for the efforts and ongoing support of Mark and Kuzari Group,” said Ilan Danieli, CEO of Precipio. “Mark is a friend, colleague, mentor and a key member of the Precipio family, and we are honored to have had him serve on the company’s board for this long. His contributions will undoubtedly continue as an observer.”

About Precipio

Precipio has built a platform designed to eradicate the problem of misdiagnosis by harnessing the intellect, expertise and technology developed within academic institutions and delivering quality diagnostic information to physicians and their patients worldwide, as well as proprietary products that serve laboratories worldwide. Through its collaborations with world-class academic institutions specializing in cancer research, diagnostics and treatment such as the Yale School of Medicine, Harvard’s Dana-Farber Cancer Institute, and the University of Pennsylvania, Precipio offers a new standard of diagnostic accuracy enabling the highest level of patient care. For more information, please visit www.precipiodx.com.

Please follow us on Twitter @PrecipioDx and on Facebook.

Forward-Looking Statements

This press release contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, including, among others, statements related to the expected or potential impact of the novel coronavirus (COVID-19) pandemic, and the related responses of the government, consumers, and the company, on our business, financial condition and results of operations, and any such forward-looking statements, whether concerning the COVID-19 pandemic or otherwise, involve risks, assumptions and uncertainties. Except for historical information, statements about future volumes, sales, growth, costs, cost savings, margins, earnings, earnings per share, diluted earnings per share, cash flows, plans, objectives, expectations, growth or profitability are forward-looking statements based on management’s estimates, beliefs, assumptions and projections. Words such as “could,” “may,” “expects,” “anticipates,” “will,” “targets,” “goals,” “projects,” “intends,” “plans,” “believes,” “seeks,” “estimates,” “predicts,” and variations on such words, and similar expressions that reflect our current views with respect to future events and operational, economic and financial performance, are intended to identify such forward-looking statements. These forward-looking statements are only predictions, subject to risks and uncertainties, and actual results could differ materially from those discussed. Important factors that could affect performance and cause results to differ materially from management’s expectations, or could affect the company’s ability to achieve its strategic goals, include the uncertainties relating to the impact of COVID-19 on the company’s business, operations and employees and the other factors that are described in the sections entitled “Risk Factors” and “Management’s Discussion and Analysis” in the company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2019, as updated from time to time in the company’s Securities and Exchange Commission filings.

The company’s forward-looking statements in this press release are based on management’s current views, beliefs, assumptions and expectations regarding future events and speak only as of the date of this release. The company undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by the federal securities laws.

CONTACT: Inquiries:

investors@precipiodx.com

+1-203-787-7888 Ext. 523

Correction: Notice to convene Annual General Meeting

Correction: Notice to convene Annual General Meeting




Correction: Notice to convene Annual General Meeting

Orphazyme A/S
Company announcement                                                                                       

No. 07/2021                                                                                                           
Company Registration No. 32266355

[Correction: Hereby including all relevant attachments]

Copenhagen, Denmark, March 3, 2021 – Orphazyme A/S (ORPHA.CO; ORPH) (the “Company”), a late-stage biopharmaceutical company pioneering the Heat-Shock Protein response for the treatment of neurodegenerative orphan diseases, today announced that the Company’s Annual General Meeting will be held on:

Thursday, March 25, 2021 at 5:00 PM (CET)

at the Company’s address Ole Maaløes Vej 3, DK-2200 Copenhagen N, Denmark.

In order to protect the health and safety of all, reduce the risk of COVID-19 spreading, and given the Danish government’s restrictions on assembly, we strongly recommend that shareholders refrain from attending the Annual General Meeting in person and instead exercise their shareholder rights by giving proxy to the Board of Directors or by voting by correspondence prior to the Annual General Meeting.

The notice to convene the Annual General Meeting, including Appendix 1: Candidates for the Board of Directors and Appendix 2: Revised Remuneration Policy, is attached.

Additional information about the Annual General Meeting is available on the Company’s website:
https://orphazyme.gcs-web.com/annual-general-meeting-0


For additional information, please contact

Orphazyme A/S

Anders Vadsholt, Interim CEO and CFO          +45 28 98 90 55


About Orphazyme A/S 
Orphazyme is a late-stage biopharmaceutical company pioneering the Heat-Shock Protein response for the treatment of neurodegenerative orphan diseases. The company is harnessing amplification of Heat-Shock Proteins (or HSPs) in order to develop and commercialize novel therapeutics for diseases caused by protein misfolding, protein aggregation, and lysosomal dysfunction, including lysosomal storage diseases and neuromuscular degenerative diseases. Arimoclomol, the company’s lead candidate, is in clinical development for four orphan diseases: Niemann-Pick disease Type C (NPC), Amyotrophic Lateral Sclerosis (ALS), Inclusion Body Myositis (IBM) and Gaucher disease. Orphazyme is headquartered in Denmark and has operations in the U.S. and Switzerland. Orphazyme’s shares are listed on Nasdaq U.S. (ORPH) and Nasdaq Copenhagen (ORPHA). 

About arimoclomol 
Arimoclomol is an investigational drug candidate that amplifies the production of Heat-Shock Proteins (HSPs). HSPs can rescue defective misfolded proteins, clear protein aggregates, and improve the function of lysosomes. Arimoclomol is administered orally and has now been studied in seven phase 1, four phase 2 and one pivotal phase 2/3 trial. Arimoclomol is in clinical development for NPC, Gaucher Disease, sIBM, and ALS. Arimoclomol has received orphan drug designation (ODD) for NPC, IBM, and ALS in the US and EU. Arimoclomol has received fast-track designation (FTD) from the U.S. Food and Drug Administration (FDA) for NPC, IBM and ALS. In addition, arimoclomol has received breakthrough therapy designation (BTD) and rare-pediatric disease designation (RPDD) from the FDA for NPC.

Forward-looking statement 
This company announcement may contain certain forward-looking statements, including in respect of the anticipated commercialization of arimoclomol. Although the Company believes its expectations are based on reasonable assumptions, all statements other than statements of historical fact included in this company announcement about future events are subject to (i) change without notice and (ii) factors beyond the Company’s control. These statements may include, without limitation, any statements preceded by, followed by, or including words such as “target,” “believe,” “expect,” “aim,” “intend,” “may,” “anticipate,” “estimate,” “plan,” “project,” “will,” “can have,” “likely,” “should,” “would,” “could”, and other words and terms of similar meaning or the negative thereof. Forward-looking statements are subject to inherent risks and uncertainties beyond the Company’s control that could cause the Company’s actual results, performance, or achievements to be materially different from the expected results, performance, or achievements expressed or implied by such forward-looking statements, including the risk that applicable regulatory authorities fail to approve arimoclomol on the anticipated timeline or at all. Except as required by law, the Company assumes no obligation to update these forward-looking statements publicly, or to update the reasons actual results could differ materially from those anticipated in the forward-looking statements, even if new information becomes available in the future.

Attachments