Day: March 16, 2021

PDCO – Patterson Companies Board Approves New Share Repurchase Authorization and Declares Regular Quarterly Cash Dividend

ST. PAUL, Minn.–(BUSINESS WIRE)–On March 16, 2021 the Board of Directors of Patterson Companies, Inc. (Nasdaq: PDCO) approved a new share repurchase authorization for up to $500 million of its common stock through March 16, 2024, replacing a prior authorization which had expired and under which no repurchases had been made.

The Board also declared a quarterly cash dividend of $0.26 per share. The dividend will be payable on, or about, April 30, 2021, to shareholders of record as of the close of business on April 16, 2021.

About Patterson Companies Inc.

Patterson Companies Inc. (Nasdaq: PDCO) connects dental and animal health customers in North America and the U.K. to the latest products, technologies, services and innovative business solutions that enable operational and professional success. Our comprehensive portfolio, distribution network and supply chain is equaled only by our dedicated, knowledgeable people who deliver unrivalled expertise and unmatched customer service and support.

Learn more: pattersoncompanies.com

SOURCE: Patterson Companies Inc.

PLUG – INVESTIGATION ALERT: The Schall Law Firm Announces it is Investigating Claims Against Plug Power Inc. and Encourages Investors with Losses of $250,000 to Contact the Firm

LOS ANGELES–(BUSINESS WIRE)–The Schall Law Firm, a national shareholder rights litigation firm, announces that it is investigating claims on behalf of investors of Plug Power Inc. (“Plug Power” or “the Company”) (NASDAQ: PLUG) for violations of the securities laws.

The investigation focuses on whether the Company issued false and/or misleading statements and/or failed to disclose information pertinent to investors. Plug Power failed to file its annual report for 2020 in a timely manner due to delays in reviewing the classification of certain costs and other matters. The Company was likely to report a failure to maintain appropriate internal controls over financial reporting. Based on these facts, the Company’s public statements were false and materially misleading throughout the class period. When the market learned the truth about Plug Power, investors suffered damages.

If you are a shareholder who suffered a loss, click here to participate.

We also encourage you to contact Brian Schall of the Schall Law Firm, 2049 Century Park East, Suite 2460, Los Angeles, CA 90067, at 310-301-3335, to discuss your rights free of charge. You can also reach us through the firm’s website at www.schallfirm.com, or by email at brian@schallfirm.com.

The Schall Law Firm represents investors around the world and specializes in securities class action lawsuits and shareholder rights litigation.

This press release may be considered Attorney Advertising in some jurisdictions under the applicable law and rules of ethics.

PLUG – LAWSUIT FILED: Plug Power Inc. Sued for Violations of the Federal Securities Laws; Company Has Announced The Need To Restate Its Financial Results; Investors Who Lost Money Should Contact Block & Leviton LLP

Boston, Massachusetts–(Newsfile Corp. – March 16, 2021) – Block & Leviton LLP (www.blockleviton.com), a national securities litigation firm, reminds investors that a lawsuit for violations of the federal securities laws has been filed against Plug Power Inc. (NASDAQ: PLUG) and certain of its executives. The company has now acknowledged that its financial results beginning with fiscal year 2018 were incorrect and need to be restated. Investors in Plug Power who have lost money should contact Block & Leviton.

On March 16, 2021, Plug Power announced that it will restate its previously issued financial statements for fiscal years 2018 and 2019 and its quarterly filings for 2019 and 2020 due to errors in accounting and in particular how non-cash items were being calculated. On this news, PLUG shares fell 10% in extended market trading. On March 2, 2021, the Company announced that it would not be able to timely file its annual report for the year ended December 31, 2020 because it was completing a “review and assessment of certain costs with regards to classification between Research and Development versus Costs of Goods Sold, the recoverability of right of use assets associated with certain leases, and certain internal controls over those and other areas.” Plug Power further stated that it “is possible that one or more of these items may result in charges or adjustments to current and/or prior period financial statements.” The market was stunned by this development, with shares falling 7% on March 2, 2021, and continuing to fall approximately 19.4% over three consecutive trading sessions to close at just $39.30 per share on March 5, 2021.

A lawsuit has been filed against Plug Power and two of its executives in the U.S. District Court for the Southern District of New York. The lawsuit is captioned Beverly v. Plug Power Inc., et al., No. 1:21-cv-02004 (S.D.N.Y.). If you purchased or acquired shares of Plug Power, you are strongly encouraged to contact Block & Leviton attorneys at (617) 398-5600, via email at cases@blockleviton.com, or visit our website for information on the case. The deadline to move the Court to be appointed lead plaintiff is May 7, 2021. A class has not yet been certified, and until a certification occurs, you are not represented by an attorney. If you choose to take no action, you can remain an absent class member.

Block & Leviton LLP is a firm dedicated to representing investors and maintaining the integrity of the country’s financial markets. The firm represents many of the nation’s largest institutional investors as well as individual investors in securities litigation throughout the United States. The firm’s lawyers have recovered billions of dollars for its clients.

This notice may constitute attorney advertising.

CONTACT:

BLOCK & LEVITON LLP
260 Franklin St., Suite 1860
Boston, MA 02110
Phone: (617) 398-5600
Email: cases@blockleviton.com

SOURCE: Block & Leviton LLP

www.blockleviton.com

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/77532

info

OLO – Olo Announces Pricing of Initial Public Offering

NEW YORK–(BUSINESS WIRE)–Olo Inc. (“Olo”) today announced the pricing of its initial public offering of its Class A common stock at a price of $25.00 per share. Olo is offering 18,000,000 shares of its Class A common stock. The shares are expected to begin trading on the New York Stock Exchange on March 17, 2021 under the symbol “OLO” and the offering is expected to close on March 19, 2021, subject to customary closing conditions.

Goldman Sachs & Co. LLC and J.P. Morgan are acting as lead book-running managers for the offering. RBC Capital Markets is acting as book-running manager for the offering, and Piper Sandler & Co., Stifel, Nicolaus & Company, Incorporated, Truist Securities, Inc., and William Blair & Company, L.L.C. are acting as co-managers for the offering.

A registration statement relating to this offering was declared effective by the Securities and Exchange Commission on March 16, 2021. Copies of the prospectus relating to this offering may be obtained from: Goldman Sachs & Co. LLC, Attention: Prospectus Department, 200 West Street, New York, NY 10282, by telephone at 1-866-471-2526 or by email at prospectus-ny@ny.email.gs.com; J.P. Morgan Securities LLC, c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717, by telephone at 866-803-9204 or by email at prospectus-eq_fi@jpmorganchase.com; or RBC Capital Markets, LLC, Attention: Equity Syndicate, 200 Vesey Street, 8th Floor, New York, NY 10281, by telephone at 1-877-822-4089, or by email at equityprospectus@rbccm.com.

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

PLUG – PLUG RESTATES RESULTS; Glancy Prongay & Murray LLP Reminds Investors of Upcoming Deadline in the Class Action Lawsuit First Filed by the Firm (PLUG)

LOS ANGELES–(BUSINESS WIRE)–Glancy Prongay & Murray LLP (“GPM”) reminds investors of the upcoming May 7, 2021 deadline to file a lead plaintiff motion in the class action filed on behalf of investors who purchased or otherwise acquired Plug Power Inc. (“Plug” or the “Company”) (NASDAQ: PLUG) securities between November 9, 2020 and March 1, 2021, inclusive (the “Class Period”).

If you suffered a loss on your Plug investments or would like to inquire about potentially pursuing claims to recover your loss under the federal securities laws, you can submit your contact information at https://www.glancylaw.com/cases/plug-power-inc/. You can also contact Charles H. Linehan, of GPM at 310-201-9150, Toll-Free at 888-773-9224, or via email at shareholders@glancylaw.com to learn more about your rights.

On March 2, 2021, before the market opened, Plug filed a Notification of Late Filing with the SEC stating that it could not timely file its annual report for the period ended December 31, 2020 because the Company was completing a “review and assessment of the treatment of certain costs with regards to classification between Research and Development versus Costs of Goods Sold, the recoverability of right of use assets associated with certain leases, and certain internal controls over these and other areas.” The Company stated that “[i]t is possible that one or more of these items may result in charges or adjustments to current and/or prior period financial statements.”

On this news, the Company’s stock price fell $3.68, or 7%, to close at $48.78 per share on March 2, 2021, on unusually heavy trading volume. The share price continued to decline by $9.48, or 19.4%, over three consecutive trading sessions to close at $39.30 per share on March 5, 2021, on unusually heavy trading volume.

Then, on March 16, 2021, after the market closed, Plug issued a press release revealing that its financial statements for the fiscal years 2018 and 2019 and for the quarterly periods of fiscal 2019 and 2020 should no longer be relied upon. The Company stated that the financial statements for these periods would be restated to increase the loss accrual relating to certain service contracts; to reduce the carrying amount of certain right of use assets; to reclassify certain costs; and to recognize impairment charges related to certain long-lived assets. As a result, Plug stated that it would report a material weakness in its internal control over financial reporting in its fiscal 2020 annual report.

On this news, the Company’s stock price fell as much as 12% during afterhours trading on March 16, 2021, injuring investors further.

The complaint filed in this class action alleges that throughout the Class Period, Defendants made materially false and/or misleading statements, as well as failed to disclose material adverse facts about the Company’s business, operations, and prospects. Specifically, Defendants failed to disclose to investors: (1) that the Company would be unable to timely file its 2020 annual report due to delays related to the review of classification of certain costs and the recoverability of the right to use assets with certain leases; (2) that the Company was reasonably likely to report material weaknesses in its internal control over financial reporting; and (3) that, as a result of the foregoing, Defendants’ positive statements about the Company’s business, operations, and prospects were materially misleading and/or lacked a reasonable basis.

Follow us for updates on LinkedIn, Twitter, or Facebook.

If you purchased or otherwise acquired Plug securities during the Class Period, you may move the Court no later than May 7, 2021 to request appointment as lead plaintiff in this putative class action lawsuit. To be a member of the class action you need not take any action at this time; you may retain counsel of your choice or take no action and remain an absent member of the class action. If you wish to learn more about this class action, or if you have any questions concerning this announcement or your rights or interests with respect to the pending class action lawsuit, please contact Charles Linehan, Esquire, of GPM, 1925 Century Park East, Suite 2100, Los Angeles, California 90067 at 310-201-9150, Toll-Free at 888-773-9224, by email to shareholders@glancylaw.com, or visit our website at www.glancylaw.com. If you inquire by email please include your mailing address, telephone number and number of shares purchased.

This press release may be considered Attorney Advertising in some jurisdictions under the applicable law and ethical rules.

LEN – Lennar Beat Earnings Estimates. What the Company Sees for the Year Ahead.

Lennar benefited from higher gross margins on home sales in the latest quarter.


Joe Raedle/Getty Images

The housing market is still hot and

Lennar,

one of the nation’s largest home builders, is reaping the rewards.

Lennar (ticker: LEN) announced earnings of $3.20 per share for the first quarter of 2021. Excluding a pre-tax gain of $469.70 million related to its investment in

Opendoor

(OPEN), which went public last year via a SPAC, Lennar said its earnings per share would have been $2.04, higher than FactSet’s consensus expectations of $1.71 per share and better than the company’s previously-issued guidance.

“Our first quarter results benefited from continued robust market conditions, combined with the exceptional performance of our core homebuilding and financial services businesses,” executive chairman Stuart Miller said in a release Tuesday after the closing bell.

The company benefited from higher gross margins on home sales in the quarter. Lennar’s margins rose nearly 5 percentage points, from 20.5% in the same quarter last year to 25% in the first quarter of 2021. Miller said the company’s strategy of aligning sales with deliveries and accounting for materials costs in pricing was behind the increase.

The home builder’s deliveries also improved. Lennar said it delivered 12,314 homes in the first quarter, up from 10,321 the same quarter last year, but slightly below the consensus of 12,480.

Despite a recent uptick in interest rates, Miller said that “the housing market remains very strong across the country.” The company expects a gross margin on home sales of 25% for fiscal year 2021, an increase from 22.8% in 2020 and 20.6% in 2019, according to FactSet. Lennar expects deliveries between 62,000 and 64,000, greater than the 52,925 homes delivered last year and the 51,491 delivered the year before.

“With an excellent balance sheet and continued execution of our core operating strategies, we are extremely well positioned for an even stronger 2021 as the year progresses,” Miller said in the release.

Class A shares of Lennar were 2% higher in after-hours trading on Tuesday. Lennar is up about 16% year to date, beating the

S&P 500

and other large builders like

PulteGroup

(PHM) and

NVR

(NVR), but behind

D.R. Horton

(DHI).

Email: editors@barrons.com

PRTH – Priority Technology Holdings, Inc. Announces Fourth Quarter and Full Year 2020 Financial Results

ALPHARETTA, Ga., March 16, 2021 /PRNewswire/ — Priority Technology Holdings, Inc. (NASDAQ: PRTH) (“Priority” or the “Company”), a leading provider of merchant acquiring, integrated payment software and commercial payment solutions, today announced its fourth quarter financial results including strong year-over-year revenue growth and further deleveraging during the quarter.     

Highlights of Consolidated Results

Fourth Quarter 2020, Compared with Fourth Quarter 2019

Financial highlights of the fourth quarter of 2020 compared with the fourth quarter of 2019, are as follows:

  • Revenue of $106.1 million increased 8.1% from $98.2 million.
  • Gross profit (a non-GAAP measure1) of $32.5 million increased 3.2% from $31.4 million.
  • Gross profit margin (a non-GAAP measure1) of 30.6% decreased 144 basis points from 32.0%.
  • Income from operations of $6.2 million increased 489.3% from $1.1 million.
  • Net loss of $1.0 million compares with a net loss of $7.2 million.
  • Diluted loss per share of $0.01 compares with a diluted loss per share of $0.11.
  • Adjusted EBITDA (a non-GAAP measure1) of $18.2 million increased 12.7% from $16.2 million.
  • Total net leverage ratio of 5.85x at December 31, 2020 decreased from 6.16x at September 30, 20202.

The fourth quarter of 2019 includes the results of the RentPayment business sold to MRI Software in September 2020.  The fourth quarter of 2020 compared with the results of the fourth quarter of 2019, excluding the RentPayment business3, are as follows:

  • Revenue increased 12.3% from $94.5 million.
  • Gross profit (a non-GAAP measure1) increased 15.5% from $28.2 million.
  • Gross profit margin (a non-GAAP measure1) increased 84 basis points from 29.8%.
  • Adjusted EBITDA (a non-GAAP measure1) increased 35.2% from $13.6 million.

Full Year 2020, Compared with Full Year 2019

Financial highlights of the full year 2020 compared with the full year 2019, are as follows:

  • Revenue of $404.3 million increased 8.7% from $371.9 million.
  • Gross profit (a non-GAAP measure1) of $127.0 million increased 6.4% from $119.3 million.
  • Gross profit margin (a non-GAAP measure1) of 31.4% decreased 68 basis points from 32.1%.
  • Income from operations of $20.9 million increased 190.4% from $7.2 million.
  • Net income of $25.7 million, which includes the pre-tax gain from the sale of the RentPayment business, net of non-controlling interests (“NCIs”), of $62.1 million, compares with a net loss of $33.6 million.
  • Diluted income per share of $0.38 compares with a diluted loss per share of $0.50.
  • Adjusted EBITDA (a non-GAAP measure1) of $70.3 million increased 19.4% from $58.9 million.

The consolidated results include the results of the RentPayment business from March 1, 2019 through September 22, 2020.  Excluding the RentPayment business3, results for the full year 2020 compared with the results for the full year 2019 are as follows:

  • Revenue of $392.3 million increased 8.9% from $360.2 million.
  • Gross profit (a non-GAAP measure1) of $116.3 million increased 6.9% from $108.8 million.
  • Gross profit margin (a non-GAAP measure1) of 29.6% decreased 55 basis points from 30.2%.
  • Adjusted EBITDA (a non-GAAP measure1) of $62.1 million increased 25.0% from $49.7 million.

(1) See “Non-GAAP Financial Measures” and the reconciliations of Gross Profit, Gross Profit Margin, and Adjusted EBITDA to their most comparable GAAP measures provided below for additional information.
(2) See “Non-GAAP Financial Measures” and the calculation of Total Net Leverage Ratio for the year ended December 31, 2020, provided below for additional information.
(3) See “Results With and Without RentPayment” for a summary of the results for the three and the twelve months ended December 31, 2020 and 2019, excluding the actual results of the RentPayment business sold in September 2020.

“The momentum that we built in the third quarter continued through the fourth quarter and while these successes would have been meaningful in any year, I am especially proud of our team given the challenges presented by the pandemic,” said Tom Priore, Chairman and Chief Executive Officer of Priority. “We produced growth in revenue, gross profit and adjusted EBITDA and with our Finxera acquisition, we will be a one stop-shop for payments and virtual bank account management that today’s merchants and modern software companies are seeking in order to manage and monetize their payment networks.”

“We have executed on our plan to build out our Payment Infrastructure as a Service (PIaaS) solutions while continuing to grow our consumer, commercial and integrated payments divisions,” continued Priore. “We enter 2021 in growth mode with strong activity and a solid pipeline. We expect that the strength of our core acquiring business and complimentary high growth, countercyclical payment assets will drive strong financial performance in 2021.”

Conference Call

Priority Technology Holdings, Inc.’s leadership will host a conference call on Wednesday, March 17, 2021 at 11:00 a.m. EST to discuss its fourth quarter and full year 2020 financial results. Participants can access the call by Phone: US/Canada: (877) 501-3161 or International: (786) 815-8443.

The Internet webcast link and accompanying slide presentation can be accessed at https://edge.media-server.com/mmc/p/9rjzgeoo and will also be posted in the “Investor Relations” section of the Company’s website at www.PRTH.com.

An audio replay of the call will be available shortly after the conference call until March 20, 2021 at 1:30 p.m. EST. To listen to the audio replay, dial (855) 859-2056 or (404) 537-3406 and enter conference ID number 6918659. Alternatively, you may access the webcast replay in the “Investor Relations” section of the Company’s website at www.PRTH.com.

Non-GAAP Financial Measures

This communication includes certain non-GAAP financial measures that we regularly review to evaluate our business and trends, measure our performance, prepare financial projections, allocate resources, and make strategic decisions. We believe these non-GAAP measures help to illustrate the underlying financial and business trends relating to our results of operations and comparability between current and prior periods. We also use these non-GAAP measures to establish and monitor operational goals. However, these non-GAAP measures are not superior to or a substitute for prominent measurements calculated in accordance with GAAP. Rather, the non-GAAP measures are meant to be a complement to understanding measures prepared in accordance with GAAP.

Gross Profit and Gross Profit Margin

The Company’s non-GAAP gross profit metric represents revenues less costs of services. Gross profit margin is gross profit divided by revenues. We review these non-GAAP measures to evaluate our underlying profit trends. The reconciliation of gross profit to its most comparable GAAP measure is provided below:


(in thousands)


Three Months Ended December 31,


Twelve Months Ended December 31,


2020


2019


2020


2019









Revenues

$

106,091



$

98,183


$

404,342



$

371,854

Costs of Services

(73,641)



(66,742)


(277,374)



(252,569)

Gross Profit

$

32,450



$

31,441


$

126,968



$

119,285









Gross Profit Margin

30.6

%


32.0

%


31.4

%


32.1

%

















EBITDA, Adjusted EBITDA and Consolidated Adjusted EBITDA

EBITDA and adjusted EBITDA are performance measures. EBITDA is earnings before interest, income tax, and depreciation and amortization expenses (“EBITDA”). Adjusted EBITDA begins with EBITDA but further excludes certain non-cash costs, such as stock-based compensation and the write-off of the carrying value of investments or other assets, as well as debt extinguishment and modification expenses and other expenses and income items considered non-recurring, such as acquisition integration expenses, certain professional fees, and litigation settlements.  Consolidated adjusted EBITDA, which is a liquidity measure used in determining our total net leverage ratio, is adjusted EBITDA further adjusted for items specified in the definition of consolidated adjusted EBITDA within our debt agreements, which include the pro-forma impact of acquisitions and dispositions and other specified adjustments. We review the non-GAAP adjusted EBITDA measure to evaluate our business and trends, measure our performance, prepare financial projections, allocate resources, and make strategic decisions. 

We review the non-GAAP consolidated adjusted EBITDA to evaluate compliance with our total net leverage ratio at each measurement period.  The reconciliation of adjusted EBITDA to its most comparable GAAP measure is provided below:


(in thousands)


Three Months Ended December 31,


Twelve Months Ended December 31,


2020


2019


2020


2019









Net (loss) income

$

(1,004)



$

(7,169)



$

25,661



$

(33,589)


Interest expense

9,385



10,051



44,839



40,653


Income tax (benefit) expense

(2,020)



(1,638)



10,899



830


Depreciation and amortization

9,889



10,329



40,775



39,092


EBITDA

16,250



11,573



122,174



46,986


Gain on sale, net of NCIs





(62,091)




Debt extinguishment and modification





1,899




Write-off of equity-method investment





211




Selling, general and administrative

1,180



4,310



5,710



8,266


Non-cash stock-based compensation

803



298



2,430



3,652


Adjusted EBITDA

$

18,233



$

16,181



$

70,333



$

58,904










Reconciliation to Consolidated Adjusted EBITDA for the twelve months ended December 31, 2020:



Adjusted EBITDA







$

70,333

Allowable Board fee add-back







1,500

Other adjustments







161

RentPayment 2020 adjusted EBITDA







(8,221)

Consolidated Adjusted EBITDA







$

63,773









Consolidated Total Debt at December 31, 2020:








Current portion of long-term debt







$

19,442

Long-term debt, net of discounts and deferred financing costs






357,873

Unamortized debt discounts and deferred financing costs






4,725








382,040

Less unrestricted cash







(9,241)

Consolidated Net Debt







$

372,799









Total Net Leverage Ratio







5.85x

Further detail of certain of these adjustments, and where these items are recorded in our consolidated statements of operations, is provided below:


(in thousands)



Three Months Ended
December 31,


Twelve Months Ended
December 31,



2020


2019


2020


2019

Segment










Selling, general and administrative expense:









Acquisition integration services

$

(119)



$

1,723



$

2,628



$

2,910


Integrated Partners

Intangible carrying value adjustment

773





1,753




Consumer

Legal and professional fees

416



3,173



1,941



6,353


Corporate

Legal settlements

3



34



(719)



(377)


Corporate

Change in fair value of contingent consideration

(360)



(620)



(360)



(620)


Consumer

Write-down of note receivable

467





467




Consumer


$

1,180



$

4,310



$

5,710



$

8,266












Salary and employee benefit expense:









Non-cash stock-based compensation

$

108



$

141



$

440



$

1,572


Consumer

Non-cash stock-based compensation

27



32



122



588


Commercial

Non-cash stock-based compensation

1



1



2



3


Integrated Partners

Non-cash stock-based compensation

667



124



1,866



1,489


Corporate


$

803



$

298



$

2,430



$

3,652












Other:









Debt extinguishment and modification





$

1,899





Write-off of equity-method investment





211










$

2,110














Gain on sale of business





$

107,239





Attributable to NCIs





(45,148)





Gain on sale, net of NCIs





$

62,091





Priority does not provide a reconciliation of forward-looking non-GAAP financial measures to their comparable GAAP financial measures because it could not do so without unreasonable effort due to the unavailability of the information needed to calculate reconciling items and due to the variability, complexity and limited visibility of the adjusting items that would be excluded from the non-GAAP financial measures in future periods. When planning, forecasting and analyzing future periods, the Company does so primarily on a non-GAAP basis without preparing a GAAP analysis as that would require estimates for various cash and non-cash reconciling items that would be difficult to predict with reasonable accuracy. For example, stock-based compensation expense would be difficult to estimate because it depends on the Company’s future hiring and retention needs, as well as the future fair market value of the Company’s common stock, all of which are difficult to predict and subject to constant change. As a result, the Company does not believe that a GAAP reconciliation would provide meaningful supplemental information about the Company’s outlook.

About Priority Technology Holdings, Inc.

Priority is a leading provider of merchant acquiring, integrated payment software and commercial payment solutions, offering unique product and service capabilities to its merchant network and distribution partners. Priority’s enterprise operates from a purpose-built business platform that includes tailored customer service offerings and bespoke technology development, allowing the Company to provide end-to-end solutions for payment and payment-adjacent opportunities. Additional information can be found at www.PRTH.com.

Forward-Looking Statements

This press release contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements include, but are not limited to, statements about future financial and operating results, our plans, objectives, expectations and intentions with respect to future operations, products and services, and other statements identified by words such as “may,” “will,” “should,” “anticipates,” “believes,” “expects,” “plans,” “future,” “intends,” “could,” “estimate,” “predict,” “projects,” “targeting,” “potential” or “contingent,” “guidance,” “outlook” or words of similar meaning. These forward-looking statements include, but are not limited to, expected timing of the closing of Priority Technology Holdings, Inc.’s (“Priority”, “we”, “our”, or “us”) merger with Finxera Holdings, Inc. (“Finxera”) and our 2021 outlook and statements regarding our market and growth opportunities. Such forward-looking statements are based upon the current beliefs and expectations of our management and are inherently subject to significant business, economic and competitive risks, trends and uncertainties that could cause actual results to differ materially from those projected, expressed, or implied by such forward-looking statements.   These forward-looking statements may include, but are not limited to, statements about the effects of the COVID-19 pandemic on our revenues and financial operating results.  Our actual results could differ materially, and potentially adversely, from those discussed or implied herein.

We caution that it is very difficult to predict the impact of known factors, and it is impossible for us to anticipate all factors that could affect our actual results. All forward-looking statements are expressly qualified in their entirety by these cautionary statements. You should evaluate all forward-looking statements made in this press release in the context of the risks and uncertainties disclosed in our SEC filings, including our most recent Annual Report on Form 10-K filed with the SEC on March 30, 2020. These filings are available online at www.sec.gov or www.PRTH.com.

We caution you that the important factors referenced above may not contain all of the factors that are important to you. In addition, we cannot assure you that we will realize the results or developments we expect or anticipate or, even if substantially realized, that they will result in the consequences we anticipate or affect us or our operations in the way we expect. You are cautioned not to place undue reliance on forward-looking statements as a predictor of future performance. The forward-looking statements included in this press release are made only as of the date hereof. We undertake no obligation to publicly update or revise any forward-looking statement as a result of new information, future events or otherwise, except as otherwise required by law. If we do update one or more forward-looking statements, no inference should be made that we will make additional updates with respect to those or other forward-looking statements. We qualify all of our forward-looking statements by these cautionary statements.

PRIORITY TECHNOLOGY HOLDINGS, INC.
Condensed Consolidated Statements of Operations
Unaudited


(in thousands, except per share amounts)

Three Months Ended
December 31,


Year Ended
December 31,


2020


2019


2020


2019









REVENUES

$

106,091



$

98,183



$

404,342



$

371,854










OPERATING EXPENSES:








Costs of services

73,641



66,742



277,374



252,569


Salary and employee benefits

9,812



10,291



39,507



42,214


Depreciation and amortization

9,889



10,329



40,775



39,092


Selling, general and administrative

6,520



9,764



25,825



30,795


Total operating expenses

99,862



97,126



383,481



364,670










Income from operations

6,229



1,057



20,861



7,184










OTHER (EXPENSES) INCOME:








Interest expense

(9,385)



(10,051)



(44,839)



(40,653)


Debt extinguishment and modification costs





(1,899)




Gain on sale of business





107,239




Other income, net

182



187



596



710


Total other (expenses) income, net

(9,203)



(9,864)



61,097



(39,943)










(Loss) income before income taxes

(2,974)



(8,807)



81,958



(32,759)










Income tax (benefit) expense

(2,020)



(1,638)



10,899



830










Net (loss) income

(954)



(7,169)



71,059



(33,589)










Less net income attributable to non-controlling interests

(50)





(45,398)












Net (loss) income attributable to stockholders of
Priority Technology Holdings, Inc.

$

(1,004)



$

(7,169)



$

25,661



$

(33,589)










Income (loss) per common share:








Basic and diluted

$

(0.01)



$

(0.11)



$

0.38



$

(0.50)










Weighted-average common shares and equivalents:








Basic

67,288



67,019



67,158



67,086


Diluted

67,532



67,019



67,263



67,086


PRIORITY TECHNOLOGY HOLDINGS, INC. 
Condensed Consolidated Balance Sheets


(in thousands)

Unaudited




December 31, 2020


December 31, 2019

ASSETS




Current assets:




Cash

$

9,241



$

3,234


Restricted cash

78,879



47,231


Accounts receivable, net of allowance for doubtful accounts

41,321



37,993


Prepaid expenses and other current assets

3,500



3,897


Current portion of notes receivable

2,190



1,326


Settlement assets

753



533


Total current assets

135,884



94,214






Notes receivable, less current portion

5,527



4,395


Property, equipment and software, net

22,875



23,518


Goodwill

106,832



109,515


Intangible assets, net

98,057



182,826


Deferred income taxes, net

46,697



49,657


Other non-current assets

1,957



380


Total assets

$

417,829



$

464,505






LIABILITIES AND STOCKHOLDERS’ DEFICIT




Current liabilities:




Accounts payable and accrued expenses

$

29,821



$

26,965


Accrued residual commissions

23,824



19,315


Customer deposits and advance payments

2,883



4,928


Current portion of long-term debt

19,442



4,007


Settlement obligations

72,878



37,789


Total current liabilities

148,848



93,004






Long-term debt, net of current portion, discounts and debt issuance costs

357,873



485,578


Other non-current liabilities

9,672



6,612


Total long-term liabilities

367,545



492,190






Total liabilities

516,393



585,194






Stockholders’ deficit:




Preferred stock




Common stock

68



68


Treasury stock, at cost

(2,388)



(2,388)


Additional paid-in capital

5,769



3,651


Accumulated deficit

(102,013)



(127,674)


Total Priority Technology Holdings, Inc. stockholders’ deficit

(98,564)



(126,343)


Non-controlling interest in subsidiary



5,654


Total stockholders’ deficit

(98,564)



(120,689)






Total liabilities and stockholders’ deficit

$

417,829



$

464,505


PRIORITY TECHNOLOGY HOLDINGS, INC.
Condensed Consolidated Statements of Cash Flows
Unaudited


(in thousands)

Year Ended December 31,


2020


2019

Cash flows from operating activities:




Net income (loss)

$

71,059



$

(33,589)


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




Gain recognized on sale of business

(107,239)




Transaction costs upon sale of business

(5,383)




Depreciation and amortization of assets

40,775



39,092


Equity-classified and liability-classified stock compensation

2,430



3,652


Amortization of debt issuance costs and discounts

2,396



1,667


Deferred income tax expense, net of change in allowance

2,960



765


Payment-in-kind interest

8,573



5,126


Write off of deferred loan costs and discount

1,523




Impairment charges for intangible assets

1,753




Other non-cash items, net

84



(1,428)


Change in operating assets and liabilities, excluding business sale:




Accounts receivable

(5,160)



(1,736)


Settlement assets and obligations, net

34,870



27,284


Prepaid expenses and other current assets

65



(1,230)


Notes receivable

(2,230)



(390)


Accounts payable and other accrued liabilities

1,343



(1,061)


Customer deposits and advance payments

(2,045)



1,646


Other assets and liabilities, net

1,298



(434)


Net cash provided by operating activities

47,072



39,364






Cash flows from investing activities:




Sale of business

179,416




Additions to property, equipment and software

(7,461)



(11,118)


Acquisitions of intangible assets

(5,559)



(82,945)


Notes receivable loan funding



(3,500)


Other investing activity



(184)


Net cash provided by (used in) investing activities

166,396



(97,747)






Cash flows from financing activities:




Proceeds from issuance of long-term debt, net of issue discount



69,650


Repayments of long-term debt

(110,507)



(3,828)


Profit distributions to non-controlling interests of subsidiaries

(45,398)




Borrowings under revolving credit facility

7,000



14,000


Repayments under revolving credit facility

(18,505)



(2,500)


Debt issuance and modification costs (paid) refunded

(2,749)



83


Redemption of redeemable non-controlling interest of subsidiary

(5,654)




Repurchases of common stock



(2,388)


Net cash (used in) provided by financing activities

(175,813)



75,017






Net change in cash and restricted cash:




Net increase in cash and restricted cash

37,655



16,634


Cash and restricted cash at beginning of year

50,465



33,831


Cash and restricted cash at end of year

$

88,120



$

50,465


PRIORITY TECHNOLOGY HOLDINGS, INC.
Reportable Segments’ Results
Unaudited 


(in thousands)


Three Months Ended December 31,


Year Ended December 31,



2020

2019


2020

2019







Consumer Payments:







Revenue


$

100,777


$

87,394



$

367,816


$

330,599


Operating expenses


87,905


77,453



329,424


298,362


Income from operations


$

12,872


$

9,941



$

38,392


$

32,237


Operating margin


12.8

%

11.4

%


10.4

%

9.8

%

Depreciation and amortization


$

9,281


$

8,627



$

35,002


$

32,842









Key indicators:







Merchant bankcard processing dollar value


$

11,070,937


$

10,752,475



$

41,703,661


$

42,303,880


Merchant bankcard transaction volume


120,344


129,176



455,240


511,852









Commercial Payments:







Revenue


$

3,905


$

6,488



20,922


25,980


Operating expenses


4,390


6,264



19,999


26,871


Income (loss) from operations


$

(485)


$

224



$

923


$

(891)


Operating margin


(12.4)

%

3.5

%


4.4

%

(3.4)

%

Depreciation and amortization


$

75


$

75



$

306


$

323









Key indicators:







Merchant bankcard processing dollar value


$

53,775


$

75,626



$

249,004


$

312,342


Merchant bankcard transaction volume


29


25



99


109









Integrated Partners:







Revenue


$

1,409


$

4,301



$

15,604


$

15,275


Operating expenses


1,471


4,918



14,200


14,550


Income from operations


$

(62)


$

(617)



$

1,404


$

725


Operating margin


(4.4)

%

(14.3)

%


9.0

%

4.7

%

Depreciation and amortization


$

251


$

1,312



$

4,299


$

4,398









Key indicators:







Merchant bankcard processing dollar value


$

11,940


$

126,207



$

364,084


$

386,101


Merchant bankcard transaction volume


109


467



1,316


1,380









Income from operations of reportable segments


$

12,325


$

9,548



$

40,719


$

32,071


Less:  Corporate expense


(6,096)


(8,491)



(19,858)


(24,887)


Consolidated income from operations


$

6,229


$

1,057



$

20,861


$

7,184


Corporate depreciation and amortization


$

282


$

315



$

1,168


$

1,529









Key indicators:







Merchant bankcard processing dollar value


$

11,136,652


$

10,954,308



$

42,316,749


$

43,002,323


Merchant bankcard transaction volume


120,482


129,668



456,655


513,341


PRIORITY TECHNOLOGY HOLDINGS, INC.
Results With and Without RentPayment
Unaudited



(in thousands)


(in thousands)


Twelve Months Ended December 31, 2020


Twelve Months Ended December 31, 2019


Consolidated


RentPayment


Excl RentPayment


Consolidated


RentPayment


Excl RentPayment













Revenues

$

404,342



$

12,042



$

392,300



$

371,854



$

11,694



$

360,160














Operating Expenses:












Costs of services

277,374



1,362



276,012



252,569



1,166



251,403


Salary and employee benefits

39,507



1,649



37,858



42,214



882



41,332


Depreciation and amortization

40,775



3,668



37,107



39,092



4,031



35,061


Selling, general and administrative

25,825



3,538



22,287



30,795



3,340



27,455


Total operating expenses

383,481



10,217



373,264



364,670



9,419



355,251














Income from operations

20,861



1,825



19,036



7,184



2,275



4,909














Depreciation and amortization

40,775



3,668



37,107



39,092



4,031



35,061


Other income, net

807





807



710





710


Net income attributable to NCIs

(250)





(250)








Non-cash stock-based compensation

2,430





2,430



3,652





3,652


Legal and professional fees

1,941





1,941



6,353





6,353


Legal settlements

(719)



100



(819)



(377)





(377)


Acquisition integration services

2,628



2,628





2,910



2,910




Intangible carrying value adjustment

1,753





1,753








Change in FV of contingent consideration

(360)





(360)



(620)





(620)


Write-down of note receivable

467





467




















Adjusted EBITDA

$

70,333



$

8,221



$

62,112



$

58,904



$

9,216



$

49,688


PRIORITY TECHNOLOGY HOLDINGS, INC.
Results With and Without RentPayment
Unaudited



(in thousands)


(in thousands)


Fourth Quarter 2020


Fourth Quarter 2019


Consolidated


RentPayment (1)


Excl RentPayment


Consolidated


RentPayment


Excl RentPayment













Revenues

$

106,091



$

(76)



$

106,167



$

98,183



$

3,636



$

94,547














Operating Expenses:












Costs of services

73,641



(7)



73,648



66,742



362



66,380


Salary and employee benefits

9,812



23



9,789



10,291



441



9,850


Depreciation and amortization

9,889





9,889



10,329



1,208



9,121


Selling, general and administrative

6,520



(113)



6,633



9,764



1,935



7,829


Total operating expenses

99,862



(97)



99,959



97,126



3,946



93,180














Income (loss) from operations

6,229



21



6,208



1,057



(310)



1,367














Depreciation and amortization

9,889





9,889



10,329



1,208



9,121


Other income, net

182





182



187





187


Net income attributable to NCIs

(50)





(50)








Non-cash stock-based compensation

803





803



298





298


Legal and professional fees

416





416



3,173





3,173


Legal settlements

3





3



34





34


Acquisition integration services

(119)



(119)





1,723



1,723




Intangible carrying value adjustment

773





773








Change in FV of contingent consideration

(360)





(360)



(620)





(620)


Write-down of note receivable

467





467




















Adjusted EBITDA

$

18,233



$

(98)



$

18,331



$

16,181



$

2,621



$

13,560




(1)

 RentPayment activity in the fourth quarter of 2020 relates to finalization of pre-sale operations.

SOURCE Priority Technology Holdings, Inc.

SO – Georgia Power encourages customers to prepare ahead of expected severe weather in the coming days

ATLANTA, March 16, 2021 /PRNewswire/ — With the threat of severe weather, including heavy thunderstorms, damaging winds, hail and possible tornadoes over the coming days, Georgia Power encourages customers to monitor local weather conditions and keep safety first as inclement weather moves across the state.

The company encourages customers to use this time to prepare and reminds customers to remain safe with the following storm tips: 

  • Before a Storm: Stay aware and check the weather forecast before heading outdoors. Check your emergency kit, unplug major appliances and charge cell phones in case you lose power.
  • During a Storm: Take safe shelter inside a sturdy building away from windows and doors. Avoid contact with conductors of electricity – appliances, metal objects and water.
  • After a Storm: Never touch any downed or low-hanging wire, including telephone or TV wires that touch a power line. Never pull tree limbs off of power lines yourself or enter areas with debris or downed trees as downed power lines may be buried in wreckage.

While March, April and May are typically the most active months for severe thunderstorms with lightning, hail and tornadoes, severe weather can happen at any time. Customers can become storm ready by taking the following preparedness actions:

  • Get Outage Information – Subscribe to the free Georgia Power Outage Alert service to receive personalized notifications and connect with Georgia Power on Facebook and Twitter for helpful information every day, and restoration updates during severe weather.
  • Build an Emergency Kit A well-built kit should contain enough supplies to get you and your family through three days without electricity or running water.
  • Downed Tree Safety – Downed trees are usually the cause of an outage after a storm. Never attempt to pull tree limbs off wires yourself. Customers should call 911 or Georgia Power immediately if they see a fallen or low-hanging power line.
  • Generator Safety Never use generators in an enclosed space. They produce dangerous carbon monoxide that can’t be seen or smelled.
  • Storing Food and Medicine in an Outage During an outage, it’s important to know how to safely store your food and medicine. When an outage occurs, move anything that can be frozen into the freezer. A well-stocked freezer can hold its temperature for 24 to 48 hours.

Infrastructure Investment – Reliability and Resiliency
The company continuously invests in infrastructure to increase the day-to-day reliability of its systems and shorten outage and repair time. The company’s use of Smart Grid technology and increased automation in recent years mean an increased ability to more quickly isolate outages that do occur to smaller numbers of customers and reroute power remotely for improved reliability.

In addition, Georgia Power’s operational plans, systems, infrastructure and generating plants are all designed to enhance the resiliency of the network to best withstand major occurrences, such as severe weather events, including tornadoes, hurricanes and extreme heat or cold. Resiliency investments include upgrading transmission and distribution infrastructure across the power grid, including making power lines more durable.

About Georgia Power
Georgia Power is the largest electric subsidiary of Southern Company (NYSE: SO), America’s premier energy company. Value, Reliability, Customer Service and Stewardship are the cornerstones of the Company’s promise to 2.6 million customers in all but four of Georgia’s 159 counties. Committed to delivering clean, safe, reliable and affordable energy at rates below the national average, Georgia Power maintains a diverse, innovative generation mix that includes nuclear, coal and natural gas, as well as renewables such as solar, hydroelectric and wind. Georgia Power focuses on delivering world-class service to its customers every day and the Company is recognized by J.D. Power as an industry leader in customer satisfaction. For more information, visit www.GeorgiaPower.com and connect with the Company on Facebook (Facebook.com/GeorgiaPower), Twitter (Twitter.com/GeorgiaPower) and Instagram (Instagram.com/ga_power).

SOURCE Georgia Power

Related Links

http://www.georgiapower.com