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Fly-E Group, Inc. Announces Fiscal Year 2024 Financial Results

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NEW YORK, July 1, 2024 /PRNewswire/ — Fly-E Group, Inc. (Nasdaq: FLYE) (“Fly-E” or the “Company”), an electric vehicle company engaged in designing, installing and selling smart electric motorcycles, electric bikes, electric scooters, and related accessories, today announced its financial results for the fiscal year ended March 31, 2024.

Mr. Zhou (Andy) Ou, Chairman and Chief Executive Officer of Fly-E, remarked, “We are thrilled to present our robust inaugural financial results for fiscal year 2024 following our IPO in June 2024. Our net revenues and gross profit surged by an impressive 47.9% and 58.1%, respectively, for fiscal year 2024. This growth has been accompanied by an improvement in our gross profit margin from 38.1% to 40.7%. Despite the challenges posed by inflation, which has led to higher labor and raw material costs that have impacted profitability and customer demand, our income from operations and net income still rose significantly by 41.0% and 37.5%, respectively. Our EBITDA also saw a significant increase of 43.2%, reaching $3.5 million. All these impressive numbers demonstrate the success of our adept management team in their oversight of our pricing strategies and sales enhancement, supplier diversification, logistics optimization, and continuous upgrading of our product portfolio. These efforts collectively reinforce our brand and position in the market. As a fast-growing EV company with eco-friendliness at our core, we are focused on expanding into new territories through online sales and diversifying our product offerings to meet ever-evolving customer demands and travel scenarios. We will continue to invest in our intelligent management service mobile software, the Fly E-Bike app, to further enhance the customer experience. Looking ahead, we are committed to ongoing innovation and expanding our sales network to create greater long-term growth for our company.”

Fiscal Year 2024 Financial Highlights

Net revenues were $32.2 million in fiscal year 2024, an increase of 47.9% from $21.8 million in fiscal year 2023.Gross profit was $13.1 million in fiscal year 2024, an increase of 58.1% from $8.3 million in fiscal year 2023.Gross margin was 40.7% in fiscal year 2024, increased from 38.1% in fiscal year 2023.Income from operations was $3.3 million in fiscal year 2024, an increase of 41.0% from $2.3 million in fiscal year 2023.Net income was $1.9 million in fiscal year 2024, an increase of 37.5% from $1.4 million in fiscal year 2023.Basic and diluted earnings per share were $0.09 in fiscal year 2024, increased from $0.06 in fiscal year 2023.EBITDA was $3.5 million in fiscal year 2024, an increase of 43.2% from $2.4 million in fiscal year 2023.

Fiscal Year 2024 Financial Results

Net Revenues

Net revenues were $32.2 million in fiscal year 2024, an increase of 47.9% from $21.8 million in fiscal year 2023. The increase was driven primarily by the increase of the average sale price of EVs by 2.0%, from $941 in fiscal year 2023 to $960 in fiscal year 2024, and the increase in sales volume of EVs by 7,389 units, from 11,263 units in fiscal year 2023 to 18,652 units in fiscal year 2024.

Retail sales revenue was $26.4 million in fiscal year 2024, an increase of 40.0% from $18.8 million in fiscal year 2023. Wholesale revenue was $5.8 million in fiscal year 2024, an increase of 98.5% from $2.9 million in fiscal year 2023.

Cost of Revenues

Cost of revenues was $19.1 million in fiscal year 2024, an increase of 41.6% from $13.5 million in fiscal year 2023. The increase in cost of revenues was primarily attributable to the increase in sales volume mentioned above and increase in logistics costs as the Company sourced and imported more EV parts and accessories outside the United States during the year ended March 31, 2024.

Gross Profit

Gross profit was $13.1 million in fiscal year 2024, an increase of 58.1% from $8.3 million in fiscal year 2023. Gross margin was 40.7% in fiscal year 2024, increased from 38.1% in fiscal year 2023. The increase in gross profit and gross margin was a result of higher average per unit selling price, increasing from $941 in fiscal year 2023 to $960 in fiscal year 2024. These improvements were driven by product upgrades, enhanced sales channels, and an improved brand image in the market.

Total Operating Expenses

Total operating expenses were $9.8 million in fiscal year 2024, an increase of 64.7% compared to $6.0 million in fiscal year 2023. The increase was attributable to the increase in the payroll expenses, rent expenses, meals and entertainment expenses, professional fees, and development expenses as the Company expanded its business.

Selling expenses were $5.9 million in fiscal year 2024, compared to $3.7 million in fiscal year 2023. Selling expenses primarily consist of payroll expenses, rent and utilities expenses of retail stores and other sales and marketing expenses. Total payroll expenses were $1.6 million in fiscal year 2024, compared to $1.4 million in fiscal year 2023. Rent expenses were $2.4 million in fiscal year 2024, compared to $1.7 million in fiscal year 2023. Because delivery drivers are the Company’s main retail customers, customer referral is the most effective way to market promotion. August through November is the low-season comparing to other months, as such, the Company focuses on client referrals during this period to boost sales. As a result, our marketing referral expense increased to $1.1 million in fiscal year 2024, compared to $15,756 in fiscal year 2023. Utilities expenses were $0.16 million in fiscal year 2024, compared to $0.13 million in fiscal year 2023. The increase in these expenses was primarily due to the increase in the number of new stores and new employees hired for these new stores in fiscal year 2024.General and administrative expenses were $3.9 million in fiscal year 2024, compared to $2.3 million in fiscal year 2023. Meals and entertainment expenses increased to $0.4 million in fiscal year 2024, compared to $0.3 million in fiscal year 2023, primarily due to increased meal expenses for employees who worked overtime. Professional fees increased to $1.0 million in fiscal year 2024, compared to $0.7 million in fiscal year 2023, primarily attributable to the increase in audit fee, consulting fee, and legal expenses associated with the Company’s initial public offering. Payroll expenses increased to $1.1 million in fiscal year 2024 from $0.5 million in fiscal year 2023 primarily due to additional employees hired in operation and accounting departments. Rent expenses increased to $0.2 million in fiscal year 2024, compared to $0.1 million in fiscal year 2023 as a result of office space expansion in fiscal year 2024.

Net Income

Net income was $1.9 million in fiscal year 2024, an increase of 37.5% from $1.4 million in fiscal year 2023, mainly attributable to the reasons discussed above.

Basic and Diluted Earnings per Share

Basic and diluted earnings per share were $0.09 in fiscal year 2024, increased from $0.06 in fiscal year 2023.

EBITDA

EBITDA was $3.5 million in fiscal year 2024, an increase of 43.2% from $2.4 million in fiscal year 2023.

Financial Condition

As of March 31, 2024, the Company had cash of $1.4 million, increased from $0.4 million as of March 31, 2023. 

Net cash provided by operating activities was $4.3 million in fiscal year 2024, compared to $1.8 million in fiscal year 2023.

Net cash used in investing activities was $3.2 million in fiscal year 2024, compared to $0.4 million in fiscal year 2023.

Net cash used in financing activities was $0.05 million in fiscal year 2024, compared to $1.4 million in fiscal year 2023.

Recent Development

On June 7, 2024, the Company completed its initial public offering (the “Offering”) of 2,250,000 shares of common stock, at a price of $4.00 per share. On June 25, 2024, the underwriter of the Offering exercised its over-allotment option in full to purchase an additional 337,500 shares of the Company’s common stock at the public offering price of $4.00 per share. After giving effect to the full exercise of the over-allotment option, the Company sold an aggregate 2,587,500 shares of its common stock for aggregate gross proceeds of $10.35 million, before deducting underwriter discounts, commissions and other related expenses. The Company’s shares of common stock began trading on the Nasdaq Capital Market under the symbol “FLYE” on June 6, 2024.

About Fly-E Group, Inc.

Fly-E Group, Inc. is an electric vehicle company that is principally engaged in designing, installing and selling smart electric motorcycles, electric bikes, electric scooters and related accessories under the brand “Fly E-Bike.” The Company’s commitment is to encourage people to incorporate eco-friendly transportation into their active lifestyles, ultimately contributing towards building a more environmentally friendly future. For more information, please visit the Company’s website: https://investors.flyebike.com

Non-GAAP Financial Measures

To supplement the Company’s financial information presented in accordance with the generally accepted accounting principles in the United States (the “U.S. GAAP”), management periodically uses certain “non-GAAP financial measures,” as such term is defined under the rules of the SEC, to clarify and enhance understanding of past performance and prospects for the future. Generally, a non-GAAP financial measure is a numerical measure of a company’s operating performance, financial position or cash flows that excludes or includes amounts that are included in or excluded from the most directly comparable measure calculated and presented in accordance with U.S. GAAP. For example, non-GAAP measures may exclude the impact of certain items such as acquisitions, divestitures, gains, losses and impairments, or items outside of management’s control. Management believes that the following non-GAAP financial measure provides investors and analysts useful insight into its financial position and operating performance. Any non-GAAP measure provided should be viewed in addition to, and not as an alternative to, the most directly comparable measure determined in accordance with U.S. GAAP. Further, the calculation of these non-GAAP financial measures may differ from the calculation of similarly titled financial measures presented by other companies and therefore may not be comparable among companies.

The Company uses EBITDA (earnings before interest, taxes, depreciation, and amortization) to evaluate its operating performance. The Company believes EBITDA provides additional insight into its underlying, ongoing operating performance and facilitates year-to-year comparisons by excluding the earnings impact of interest, tax, depreciation and amortization and that presenting EBITDA is more representative of its operational performance and may be more useful for investors.

The Company reconciles its non-GAAP financial measure to its net income, which is its most directly comparable financial measure calculated and presented in accordance with U.S. GAAP. EBITDA includes adjustments for provision for income taxes, as applicable, interest income and expense, depreciation, and amortization. EBITDA does not represent and should not be considered an alternative to net income as determined by U.S. GAAP, and its calculations thereof may not be comparable to those reported by other companies. The Company believes EBITDA is an important measure of operating performance and provides useful information to investors because it highlights trends in its business that may not otherwise be apparent when relying solely on U.S. GAAP measures and because it eliminates items that have less bearing on its operating performance. EBITDA, as presented herein, is a supplemental measure of its performance that is not required by, or presented in accordance with, U.S. GAAP. The Company uses non-GAAP financial measures as supplements to its U.S. GAAP results in order to provide a more complete understanding of the factors and trends affecting its business. EBITDA is a measure of operating performance that is not defined by U.S. GAAP and should not be considered a substitute for net (loss) income as determined in accordance with U.S. GAAP.

Forward-Looking Statements

Certain statements in this announcement are forward-looking statements. These forward-looking statements involve known and unknown risks and uncertainties and are based on the Company’s current expectations and projections about future events that the Company believes may affect its financial condition, results of operations, business strategy and financial needs. Investors can find many (but not all) of these statements by the use of words such as “approximates,” “believes,” “hopes,” “expects,” “anticipates,” “estimates,” “projects,” “intends,” “plans,” “will,” “would,” “should,” “could,” “may” or other similar expressions. Although the Company believes that the expectations expressed in these forward-looking statements are reasonable, it cannot assure you that such expectations will turn out to be correct. The Company cautions investors that actual results may differ materially from the anticipated results, and that the forward-looking statements contained in this press release are subject to the risks set forth in the Company’s filings with the Securities and Exchange Commission (the “SEC”), including the section under “Risk Factors” of its most recent Annual Report on Form 10-K for the fiscal year ended March 21, 2024, filed with the SEC on June 28, 2024. The Company undertakes no obligation to update or revise publicly any forward-looking statements to reflect subsequent occurring events or circumstances, or changes in its expectations, except as may be required by law.

For investor and media inquiries, please contact:

Fly-E Group, Inc.
Investor Relations Department
Email: ir@flyebike.com

Ascent Investor Relations LLC
Tina Xiao
Phone: +1-646-932-7242
Email: investors@ascent-ir.com

 

 

FLY-E GROUP, INC.

CONSOLIDATED BALANCE SHEETS

(Expressed in U.S. dollars, except for the number of shares)

March 31,
2024

March 31,
2023

ASSETS

Current Assets

Cash

$

1,403,514

$

358,894

Accounts receivable

212,804

389,077

Accounts receivable – related parties

326,914

136,565

Inventories, net

5,364,060

3,838,754

Prepayments and other receivables

588,660

782,819

Prepayments and other receivables – related parties

240,256

Total Current Assets

8,136,208

5,506,109

Property and equipment, net

1,755,022

785,285

Security deposits

781,581

424,942

Deferred IPO costs

502,198

75,819

Deferred tax assets, net

35,199

211,100

Operating lease right-of-use assets

16,000,742

10,261,556

Intangible assets, net

36,384

Long-term prepayment for property

450,000

Long-term prepayment for software development– related parties

1,279,000

Total Assets

$

28,976,334

$

17,264,811

LIABILITIES AND STOCKHOLDERS’ EQUITY

Current Liabilities

Accounts payable

$

1,180,796

$

1,005,401

Current portion of long-term loan payables

1,213,242

412,224

Accrued expenses and other payables

925,389

365,662

Other payables – related parties

92,229

332,481

Operating lease liabilities – current

2,852,744

1,836,737

Taxes payable

1,530,416

959,456

Total Current Liabilities

7,794,816

4,911,961

Long-term loan payables

412,817

723,228

Long-term loan payables – related parties

150,000

Operating lease liabilities – non-current

13,986,879

8,979,193

Total Liabilities

22,194,512

14,764,382

Commitment and Contingencies

Stockholders’ Equity

Preferred stock, $0.01 par value, 4,400,000 shares authorized and nil
   outstanding as of March 31, 2024 and March 31, 2023*

Common stock, $0.01 par value, 44,000,000 shares authorized and
   22,000,000 shares outstanding as of March 31, 2024 and March 31,
   2023*

220,000

220,000

Additional Paid-in Capital

2,400,000

Shares Subscription Receivable

(219,998)

(219,998)

Retained Earnings

4,395,649

2,500,427

Accumulated other comprehensive loss

(13,829)

Total FLY-E Group, Inc. Stockholders’ Equity

6,781,822

2,500,429

Total Liabilities and Stockholders’ Equity

$

28,976,334

$

17,264,811

 

*

Shares and per share data are presented on a retroactive basis to reflect the nominal share issuance 
on December 21, 2022 and to give effect to the stock split completed on April 2, 2024.

 

 

FLY-E GROUP, INC.

CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME

(Expressed in U.S. dollars, except for the number of shares)

For the Years Ended
March 31,

2024

2023

Revenues

$

32,205,666

$

21,774,937

Cost of Revenues

19,099,120

13,485,405

Gross Profit

13,106,546

8,289,532

Operating Expenses

Selling Expenses

5,914,786

3,667,227

General and Administrative Expenses

3,931,203

2,309,927

Total Operating Expenses

9,845,989

5,977,154

Income from Operations

3,260,557

2,312,378

Other Expenses, net

(30,352)

(11,524)

Interest Expenses, net

(152,050)

(100,387)

Income Before Income Taxes

3,078,155

2,200,467

Income Tax Expense

(1,182,933)

(821,896)

Net Income

$

1,895,222

$

1,378,571

Other Comprehensive Income (Loss)

Foreign currency translation adjustment

(13,829)

Total Comprehensive Income

$

1,881,393

$

1,378,571

Earnings per Share*

$

0.09

$

0.06

Weighted Average Number of Common Stock

– Basic and Diluted*

22,000,000

22,000,000

 

*

Shares and per share data are presented on a retroactive basis to reflect the nominal share issuance
on December 21, 2022 and to give effect to the stock split completed on April 2, 2024.

 

 

FLY-E GROUP, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Expressed in U.S. dollars, except for the number of shares)

For the Years Ended
March 31,

2024

2023

Cash flows from operating activities

Net income

$

1,895,222

$

1,378,571

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

Loss on disposal of property, and equipment

46,084

Depreciation expense

272,708

145,783

Amortization expense

1,648

Deferred income taxes expenses

176,093

448,800

Amortization of operating lease right-of-use assets

2,277,910

1,905,028

Loss from termination of operating lease

5,957

Inventories reserve

456,209

151,378

Changes in operating assets and liabilities:

Accounts receivable

176,273

(334,752)

Accounts receivable – related parties

(190,349)

(136,565)

Inventories

(1,981,515)

615,394

Prepayments and other receivables

194,160

(637,630)

Prepayments for operation services to related parties

(60,000)

Security deposits

(422,240)

(130,680)

Accounts payable

2,489,025

(70,928)

Accrued expenses and other payables

334,726

(105,097)

Operating lease liabilities

(1,933,760)

(1,697,190)

Taxes payable

570,769

225,027

Net cash provided by operating activities

4,308,920

1,757,139

Cash flows from investing activities

Purchases of equipment

(1,253,555)

(442,915)

Purchases of property rights

(38,032)

Prepayments for property

(450,000)

Prepayment for purchasing software from a related party

(1,279,000)

Payment received from a related party

111,500

Advance to a related party

(291,756)

Net cash used in investing activities

(3,200,843)

(442,915)

Cash flows from financing activities

Borrowing from loan payables

1,095,000

1,500,000

Repayments of loan payables

(639,367)

(278,222)

Repayments on other payables – related parties

(290,252)

(2,496,323)

Payments of related party loan

(150,000)

Deferred IPO Cost

(201,379)

(75,819)

Capital contributions from Stockholders

136,370

Net cash used in financing activities

(49,628)

(1,350,364)

Net changes in cash

1,058,449

(36,140)

Effect of exchange rate changes on cash

(13,829)

Cash at beginning of the year

358,894

395,034

Cash at the end of the year

$

1,403,514

$

358,894

Supplemental disclosure of cash flow information

Cash paid for interest expense

$

152,050

$

100,341

Cash paid for income taxes

$

435,881

$

148,064

Supplemental disclosure of non-cash investing and financing activities

Settlement of accounts payable by related parties

$

50,000

$

Settlement of accounts payable by capital contribution

$

2,263,630

$

Purchase of vehicle funded by loan

$

34,974

$

Unpaid deferred IPO cost

$

225,000

$

11,717

Termination of operating lease right-of-use assets and operating lease
liabilities

$

(2,814,235)

Right-of-use assets obtained in exchange for operating lease liabilities

$

10,771,688

$

4,082,664

The following table sets forth the components of our EBITDA for the years ended March 31, 2024 and 2023:

For the Year Ended March 31,

2024

2023

Change

Percentage
Change

Net Income from Operations

$

1,895,222

$

1,378,571

$

516,651

37.5

%

Income Tax Provision

1,182,933

821,896

361,037

43.9

%

Depreciation

272,708

145,783

126,925

87.1

%

Interest Expenses

152,050

100,387

51,663

51.5

%

Amortization

1,648

1,648

100

%

EBITDA

$

3,504,561

$

2,446,637

$

1,057,924

43.2

%

Percentage of Revenue

10.9

%

11.2

%

(0.3)

%

 

 

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SOURCE Fly-E Group, Inc.

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W. Edmund Clark, C.M. to Complete Service on Thomson Reuters’ Board of Directors at AGM

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TORONTO, Dec. 23, 2024 /PRNewswire/ — Thomson Reuters (TSX/NYSE: TRI), a global content and technology company, and The Woodbridge Company Limited (“Woodbridge“), Thomson Reuters’ principal shareholder, today announced that after 10 years as a director, W. Edmund Clark, C.M. would complete his service on the Thomson Reuters board (the “Board”) at Thomson Reuters’ upcoming annual meeting of shareholders to be held in 2025 (the “AGM”). Mr. Clark has served on the Board as a representative of Woodbridge since 2015 and has actively contributed to the Board and the organization including through chairing the Human Resources Committee and serving on the Corporate Governance Committee. 

Woodbridge and Thomson Reuters are currently working to identify two suitable director candidates to serve as representatives of Woodbridge who are intended to be nominated for election to the Board at the AGM.

“Ed is a phenomenal director and individual who has made his mark on Thomson Reuters”, said Steve Hasker, President and CEO, Thomson Reuters. “With his passion for AI, talent and customer centricity, he has been instrumental to our growth and success and, on a personal note, he has been a trusted advisor and friend to me.”

Early Warning Disclosure

This press release is being issued by Woodbridge pursuant to National Instrument 62-103 – The Early Warning System and Related Take-Over Bid and Insider Reporting Issues (“NI 62-103”), which requires a report to be filed under Thomson Reuters’ profile on SEDAR+ (www.sedarplus.com) containing additional information respecting the foregoing matters. Thomson Reuters’ head office address is 19 Duncan St., Toronto, Ontario, M5H 3H1, Canada.

Woodbridge and Thomson Investments Limited (“TIL”), a holding company of Woodbridge, have filed on SEDAR+ an amended early warning report in compliance with NI 62-103 to disclose changes in certain material facts relating to their ownership of common shares of Thomson Reuters (“Common Shares”) as a result of Mr. Clark’s pending retirement.

TIL is the beneficial owner of 313,465,179 Common Shares, representing approximately 69.7% of the outstanding Common Shares. Of those Common Shares, Woodbridge is the beneficial owner of 300,508,139 Common Shares, representing approximately 66.8% of the outstanding Common Shares.

For further information, including a copy of the corresponding report filed with Canadian securities regulators, please visit www.sedarplus.com or contact The Woodbridge Company Limited, 65 Queen Street West, Suite 2400, Toronto, Ontario, M5H 2M8, Canada, Attention: Stephanie Rogoza (srogoza@woodbridge.com), 416.364.8700.

Thomson Reuters

Thomson Reuters (TSX/NYSE: TRI) (“TR”) informs the way forward by bringing together the trusted content and technology that people and organizations need to make the right decisions. The company serves professionals across legal, tax, accounting, compliance, government, and media. Its products combine highly specialized software and insights to empower professionals with the data, intelligence, and solutions needed to make informed decisions, and to help institutions in their pursuit of justice, truth, and transparency. Reuters, part of Thomson Reuters, is a world leading provider of trusted journalism and news. For more information, visit tr.com.

About Woodbridge

The Woodbridge Company Limited is the primary investment vehicle for the Thomson family of Canada. It has a number of investments, including a majority stake in Thomson Reuters, listed on the Toronto and New York stock exchanges.

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS, MATERIAL RISKS AND MATERIAL ASSUMPTIONS

Certain statements in this news release, including, but not limited to, statements relating to Mr. Clark’s pending completion of service on the Board and Woodbridge’s and Thomson Reuters’ expectations regarding the identification of replacement director candidates, are forward-looking. The words “will”, “expect”, “believe”, “target”, “estimate”, “could”, “should”, “intend”, “predict”, “project” and similar expressions identify forward-looking statements. While Woodbridge and Thomson Reuters believe that they have a reasonable basis for making the forward-looking statements in this news release, they are not a guarantee of future outcomes and there is no assurance that any of the other events described in any forward-looking statement will materialize. Forward-looking statements are subject to a number of risks, uncertainties and assumptions that could cause actual results or events to differ materially from current expectations. Many of these risks, uncertainties and assumptions are beyond the company’s control and the effects of them can be difficult to predict.

Some of the material risk factors that could cause actual results or events to differ materially from those expressed in or implied by forward-looking statements in this news release include, but are not limited to, those discussed on pages 19-35 in the “Risk Factors” section of the company’s 2023 annual report. These and other risk factors are discussed in materials that Thomson Reuters from time-to-time files with, or furnishes to, the Canadian securities regulatory authorities and the U.S. Securities and Exchange Commission (SEC). Thomson Reuters annual and quarterly reports are also available in the “Investor Relations” section of tr.com.

Except as may be required by applicable law, Woodbridge and Thomson Reuters disclaim any obligation to update or revise any forward-looking statements.

CONTACTS

MEDIA
Gehna Singh Kareckas
Senior Director, Corporate Affairs
+1 613 979 4272
gehna.singhkareckas@tr.com

INVESTORS
Gary Bisbee, CFA
Head of Investor Relations
+1 646 540 3249
gary.bisbee@tr.com

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SOURCE Thomson Reuters

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Advancements to Educate About Innovations in Optimized Shipping Software

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Discover how developments in digital shipping software technologies are providing businesses with freedom, flexibility, visibility, and control.

JUPITER, Fla., Dec. 23, 2024 /PRNewswire/ — Advancements with Ted Danson will focus on how recent breakthroughs in software are helping to optimize efficiency and get packages out the door faster and easier.

This segment will educate about the imperative role that shipping plays in business today. Audiences will learn how companies of all sizes often face unprecedented challenges and opportunities in today’s fast-paced and ever-evolving shipping landscape. Discover how factors like fluctuating shipping rates, seasonal fees, and delivery service changes, along with a business’s carrier mix, calls for more agile, adaptable, and forward-thinking strategies to help companies thrive in these shifting conditions.

Hear how shipping software is helping to reduce the complexity of shipping and mailing as Advancements educates about the secure SaaS Shipping 360 platform from Pitney Bowes. The show will share how its suite of applications works seamlessly together to provide complete visibility and control of shipping, mailing, and receiving operations, enabling enterprises to make the right decisions to reduce expenses and streamline operations.

“The priorities in shipping have shifted—predictability, visibility, and reliability are now as critical as speed. Businesses and consumers need to know that a package will get from point A to point B with clear oversight and control,” said Shemin Nurmohamed, President of Sending Technology Solutions at Pitney Bowes. “With our multi-carrier shipping technology, we provide the tools to eliminate disruptions, access multiple carriers seamlessly, and use data-driven insights to automate smarter shipping decisions, delivering peace of mind for senders and recipients alike.”

Viewers will see how from outbound and inbound shipping and mailing to receiving and distribution, the platform provides full control across the entire enterprise. With advanced analytics to make operations smarter than ever, discover how the intuitive dashboard provides a full view of shipping, mailing, tracking, and receiving, while the integrated platform offers improved security to provide businesses with confidence that they’re protecting information against cyberthreats.

“We look forward to sharing how the secure digital platform helps organizations take command of shipping and mailing ecosystems, providing top-down control, improving processes, and reducing costs across users and working locations,” said Richard Lubin, senior producer for the Advancements series.”

About Pitney Bowes:
Pitney Bowes (NYSE: PBI) is a technology-driven company that provides SaaS shipping solutions, mailing innovation, and financial services to clients around the world – including more than 90 percent of the Fortune 500. Small businesses to large enterprises, and government entities rely on Pitney Bowes to reduce the complexity of sending mail and parcels. For the latest news, corporate announcements, and financial results, visit www.pitneybowes.com/us/newsroom. For more information, visit Pitney Bowes at www.pitneybowes.com.

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Payfare Enters into Definitive Agreement to be Acquired by Fiserv

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TORONTO, Dec. 23, 2024 /PRNewswire/ – Payfare Inc. (“Payfare” or the “Company”) (TSX: PAY) (OTCQX: PYFRF), a leading international Earned Wage Access (“EWA”) company powering instant access to earnings and digital banking solutions for workforces, is pleased to announce that it has entered into a definitive arrangement agreement (the “Arrangement Agreement”) with 1517452 B.C. Ltd. the “Purchaser”), an affiliate of Fiserv, Inc. (NYSE: FI) “Fiserv”) a leading global provider of payments and financial services technology, whereby the Purchaser will acquire the Company, subject to obtaining shareholder and other customary approvals (the “Transaction”). Under the terms of the Arrangement Agreement, the Purchaser will acquire all of the issued and outstanding common shares of the Company for CA$4.00 in cash per share (the “Purchase Price”), for total consideration of approximately CA$201.5 million.

The Purchase Price represents a premium of approximately 90% to the closing price on the Toronto Stock Exchange (the “TSX”) of the common shares on December 20, 2024, the last trading day prior to the announcement of the Transaction, and a premium of approximately 92% to the 60-day volume weighted average trading price of common shares as at that date.

“Our Board conducted a thorough strategic review process together with our financial advisors, having evaluated numerous acquisition, commercial partnership, and other opportunities, and concluded that the Transaction is in the best interests of the Company, its various stakeholders and its shareholders with certainty of value with an all-cash offer,” said Marco Margiotta, Payfare CEO, and Founding Partner. “This Transaction represents tangible recognition of the value and strength of what Payfare has built as we embark on this exciting new chapter.”

“Payfare has built a reputation as an innovator in workforce payments for gig-economy companies,” said Frank Bisignano, Chairman, President and Chief Executive Officer of Fiserv. “Together, we can accelerate the delivery of embedded finance solutions for all of our clients, empowering their next chapter of success. We look forward to welcoming the talented Payfare team to Fiserv.”

Transaction Details

The Company’s board of directors (with conflicted directors abstaining) (the “Board”), after receiving the unanimous recommendation of a committee of independent directors (the “Special Committee”), has unanimously determined that the Transaction is in the best interests of the Company. The Arrangement Agreement was the result of a comprehensive negotiation process that was undertaken with the oversight and participation of the Special Committee advised by legal and independent financial advisors.

The Transaction will be implemented by way of a court-approved plan of arrangement under the Business Corporations Act (British Columbia) and will require the approval of 66 2/3% of the votes cast by shareholders, and, in accordance with Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (“MI 61-101”), the approval of a majority of votes cast by shareholders, excluding certain directors and officers, at a special meeting of shareholders of the Company. In addition, the Transaction is subject to the receipt of court approval, certain third-party approvals, and other customary closing conditions for transactions of this nature.

The Arrangement Agreement includes customary non-solicitation provisions applicable to the Company and provides for the payment of an approximately CA$10 million termination fee to the Purchaser if the Transaction is terminated in certain circumstances. The Arrangement Agreement also provides for reimbursement of the expenses of the Purchaser in certain circumstances.

The Company intends to hold a special meeting of its shareholders (the “Shareholders’ Meeting”), where the Transaction will be considered and voted upon by shareholders of record.

The Transaction is not subject to a financing condition and is expected to close in the first half of 2025. Upon closing of the Transaction, the Purchaser intends to cause the issued and outstanding shares of the Company to cease to be listed on the TSX and the OTCQX, and to cause the Company to submit an application to cease to be a reporting issuer under applicable Canadian securities laws.

In addition, all of the directors and senior officers of the Company have entered into voting support agreements, pursuant to which they have agreed to, among other things, vote in favour of the Transaction.

Unanimous Board Approval

The Board, upon the recommendation of the Special Committee, unanimously recommends that shareholders of the Company vote in favour of the Transaction. In making its determination to unanimously recommend approval of the Transaction to the Board, the Special Committee, and in the Board’s determination to approve the Transaction and recommend that shareholders of the Company vote in favour of the Transaction, considered, among other things, the following reasons for the Transaction:

Significant Premium – the Purchase Price represents a premium of approximately 90% to the closing price on the TSX of the common shares on December 20, 2024, the last trading day prior to the announcement of the Transaction, and a premium of approximately 92% to the 60-day volume weighted average trading price of common shares as at that date;

Strategic Review Process – subsequent to the press release disseminated September 29, 2024 announcing the initiation of a strategic review process, the Company, with the assistance of its financial advisor Keefe, Bruyette, & Woods Inc. (“KBW”), evaluated several acquisition, commercial partnership, and sale opportunities, that did not result in any proposal that was superior to the Transaction;

Fairness Opinions – the Special Committee received a fairness opinion from Blair Franklin Capital Partners Inc. (“Blair Franklin“), acting as independent financial advisor to the Special Committee, and the Board received a fairness opinion from KBW, each concluding that, based upon and subject to the assumptions, limitations and qualifications set out in their respective opinions, the consideration to be received by shareholders pursuant to the Transaction is fair, from a financial point of view, to shareholders;

Arrangement Agreement Terms – the Arrangement Agreement is the result of a comprehensive negotiation process that was undertaken at arm’s length with the oversight and participation of the Special Committee;

All-Cash Consideration – the all-cash consideration provides shareholders with certainty of value;

Minority Vote and Court Approval – the Transaction must be approved by two-thirds of the votes cast by shareholders of the Company and by a majority of shareholders of the Company, excluding certain directors and officers, in accordance with MI 61-101, and by the Supreme Court of British Columbia; and

Support for the Transaction – all of the directors and senior officers of the Company have entered into voting support agreements, pursuant to which they have agreed to, among other things, vote in favour of the Transaction at the Shareholders’ Meeting, unless the Arrangement Agreement is terminated. The Shares represented by the parties to the voting support agreements represent approximately 11.3% of the issued and outstanding shares of the Company.

Opinions

In connection with their review and consideration of the Transaction, the Company engaged KBW as its financial advisor, and the Special Committee engaged Blair Franklin as its independent financial advisor in respect of the Transaction. KBW provided an opinion to the Board, and Blair Franklin provided an opinion to the Special Committee that, based upon and subject to the assumptions, limitations and qualifications set out in their respective opinions, the consideration to be received by shareholders pursuant to the Transaction is fair, from a financial point of view, to shareholders.

Filings and Proxy Materials

Further information regarding the Transaction, the Arrangement Agreement and the Shareholders’ Meeting, including a copy of Blair Franklin’s and KBW’s fairness opinions, will be included in the management information circular expected to be mailed to shareholders of record. Copies of the Arrangement Agreement, the forms of voting support agreements and proxy materials in respect of the Shareholders’ Meeting will be available on SEDAR+ at www.sedarplus.ca.

Advisors

Keefe, Bruyette, & Woods Inc. acted as financial advisor to the Company. Blair Franklin Capital Partners Inc. acted as financial advisor to the Special Committee. Borden Ladner Gervais LLP and Dentons acted as legal advisors to the Company. Blake, Cassels & Graydon LLP and Foley & Lardner LLP acted as external legal advisors to Fiserv.

Conference Call

Management will be hosting a conference call on December 23, 2024, at 9:00AM ET to discuss the Transaction. To access the conference call, please dial (289) 514-5100 or 1-800-717-1738.

An archived recording of the conference call will be available until January 20, 2025. To listen to the recording, call (289) 819-1325 or 1-888-660-6264 and enter passcode 79248#.

About Payfare (TSX:PAY, OTCQX: PYFRF)

Payfare is a leading, international Earned Wage Access (“EWA”) company powering instant access to earnings through an award-winning digital banking platform for today’s workforce. Payfare partners with leading e-commerce marketplaces, payroll platforms, and employers to provide financial security and inclusion for all workers.

For further information please visit www.payfare.com or contact:
Cihan Tuncay, Head of Investor Relations and Corporate Development
1 (888) 850-2713
investor@payfare.com

About Fiserv

Fiserv, Inc. (NYSE: FI), a Fortune 500™ company, aspires to move money and information in a way that moves the world. As a global leader in payments and financial technology, the company helps clients achieve best-in-class results through a commitment to innovation and excellence in areas including account processing and digital banking solutions; card issuer processing and network services; payments; e-commerce; merchant acquiring and processing; and the Clover® cloud-based point-of-sale and business management platform. Fiserv is a member of the S&P 500® Index and has been recognized as one of Fortune® World’s Most Admired Companies™ for 9 of the last 10 years. Visit fiserv.com and follow on social media for more information and the latest company news.

Forward Looking Statements

Information in this release contains forward-looking statements within the meaning of securities legislation. Forward-looking statements are generally identifiable by use of the words “expect”, “anticipate”, “continue”, “estimate”, “may”, “will”, “project”, “should”, “believe”, “plans”, “intends” or the negative of these words or other variations on these words or comparable terminology. Forward-looking statements are based on assumptions of future events that the Company believes are reasonable based upon information currently available. More particularly, and without limitation, this news release contains forward-looking statements and information concerning the consideration to be paid to shareholders pursuant to the transaction, the ability of the Company and the Purchaser to consummate the transaction on the terms and in the manner contemplated thereby, the anticipated benefits of the transaction, and the anticipated timing of the transaction. Such forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. Such factors include, among others, the time required to prepare and mail meeting materials to shareholders, the ability of the parties to receive, in a timely manner and on satisfactory terms, the necessary court, shareholder and other approvals and the ability of the parties to satisfy, in a timely manner, the conditions to the closing of the transaction, as well as other uncertainties and risk factors set out in filings made from time to time by the Company with the Canadian securities regulators, which are available on SEDAR+ at https://www.sedarplus.ca. Actual results, developments and timetables could vary significantly from the estimates presented. Readers are cautioned not to put undue reliance on forward-looking statements. The Company assumes no obligation to update or revise any forward-looking statement, except as required by applicable securities law.

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SOURCE Payfare Inc.

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