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AAON REPORTS RECORD SALES, EARNINGS & BACKLOG FOR THE SECOND QUARTER OF 2024

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TULSA, Okla., Aug. 1, 2024 /PRNewswire/ — AAON, INC. (NASDAQ-AAON), a provider of premier, configurable HVAC solutions that bring long-term value to customers and owners, today announced its results for the second quarter of 2024.

Net sales for the second quarter of 2024 increased 10.4% to a record $313.6 million from $284.0 million in the second quarter of 2023. The year-over-year increase was largely driven by the BASX segment, which recognized an increase in sales of 58.3%, a majority of which was spurred by sales of data center equipment.  Sales at the AAON Oklahoma and AAON Coil Products segments grew year-over-year 3.4% and 4.3%, respectively. 

Gross profit margin in the quarter expanded to 36.1%, up from 33.1% in the comparable quarter in 2023.  Gross margin expansion was a result of greater operational efficiencies at the AAON Oklahoma and AAON Coil Products segments as well as lower material costs across the organization. 

Earnings per diluted share for the three months ended June 30, 2024, were a record $0.62, up 12.7% from the second quarter of 2023. 

Financial Highlights:

Three Months Ended 
 June 30,

%

Six Months Ended
June 30,

%

2024

2023

Change

2024

2023

Change

(in thousands, except share and per share data)

(in thousands, except share and per share data)

GAAP Measures

Net sales

$    313,566

$    283,957

10.4 %

$    575,665

$    549,910

4.7 %

Gross profit

$    113,094

$      94,018

20.3 %

$    205,336

$    171,172

20.0 %

Gross profit margin

36.1 %

33.1 %

35.7 %

31.1 %

Operating income

$      67,199

$      54,740

22.8 %

$    114,169

$      98,946

15.4 %

Operating margin

21.4 %

19.3 %

19.8 %

18.0 %

Net income

$      52,228

$      45,682

14.3 %

$      91,244

$      82,496

10.6 %

Earnings per diluted share1

$           0.62

$           0.55

12.7 %

$           1.09

$           0.99

10.1 %

Diluted average shares1

83,786,222

83,469,581

0.4 %

83,527,717

83,478,498

0.1 %

1  Reflects three-for-two stock split effective August 16, 2023.

Non-GAAP Measure

EBITDA2

$      81,860

$      65,865

24.3 %

$    142,344

$    120,459

18.2 %

2 This is a non-GAAP measure. See “Use of Non-GAAP Financial Measures” below for reconciliation to GAAP measure.

 

Backlog

June 30, 2024

December 31, 2023

June 30, 2023

(in thousands)

$                      650,005

$                      510,028

$                      526,209

 

At June 30, 2024, we had a record backlog of $650.0 million, up sequentially for a third straight quarter.  Compared to a year ago, backlog was up 23.5% from $526.2 million, driven by the BASX and AAON Coil Products segments.  The increase in bookings for the quarter primarily related to solutions for the data center market.

Gary Fields, CEO, stated, “Our second quarter performance exceeded expectations.  Production issues from the first quarter were largely resolved, leading to increased volume output and productivity across all three segments.  This resulted in record quarterly sales and earnings.  The BASX segment saw a significant rebound from the first quarter, with sales increasing 103.7%   and gross profit rising by 182.2%, quarter-over-quarter.  AAON Oklahoma and AAON Coil Products segments also realized sequential improvements.  Our operating margin in the quarter expanded to 21.4%, making it the most profitable quarter in the Company’s history.  We achieved these results with premium pricing and operating efficiencies, which drove our performance.”

Mr. Fields continued, “Bookings in the second quarter performed exceptionally well, resulting in a record backlog at the end of June.  The data center market continues to be robust and AAON is well positioned to take advantage of the growing opportunity.  Beyond the bookings that made up the backlog at quarter-end, there remains a large pipeline of data center projects for both airside and liquid cooling products that the Company is pursuing.  For AAON’s traditional packaged rooftop business, bookings in the first half of 2024 were up year-over-year, including in the second quarter.  However, growth moderated from prior years.  This business is impacted more by the softening macro conditions and disruptions associated with the refrigerant transition, which is resulting in an increased amount of uncertainty regarding near-term demand.  Any softness in the rooftop market will be more than offset with our data center products.  We anticipate sales and earnings will improve in the second half of the year from the first half, mostly realized in the fourth quarter.”  

Mr. Fields concluded, “AAON is strategically positioned for long-term success.  As regulations and demands for higher quality HVAC equipment increase, AAON is becoming increasingly cost competitive.  Furthermore, the Company is leading the industry in the development of cold climate heat pumps.  The opportunities within the data center market are vast and promising, which we anticipate will drive accelerated growth and further market share gains.  Consequently, we are investing in expanded production capacity through new facilities and enhanced output within our existing facilities.  Additionally, we continue to invest in our people and technology to effectively manage the business and adapt efficiently to the robust growth rates we are targeting for the long-term.”        

As of June 30, 2024, the Company had cash, cash equivalents and restricted cash of $12.1 million and a balance on its revolving credit facility of $85.9 millionRebecca Thompson, CFO and Treasurer, commented, “During the quarter, we completed our share repurchase program totaling $100.0 million.  This initiative reflects our confidence in the long-term prospects of the Company and our commitment to delivering value to our shareholders.  Looking ahead, we remain focused on executing our growth strategy with continued investments in capex and maintaining a healthy balance sheet through disciplined financial management.” 

Conference Call 
The Company will host a conference call and webcast today at 5:15 P.M. EDT to discuss the second quarter 2024 results and outlook. The conference call will be accessible via dial-in for those who wish to participate in Q&A as well as a listen-only webcast.  The dial-in is accessible at 1-800-836-8184.  To access the listen-only webcast, please register at https://app.webinar.net/OdbYjYb31qR. On the next business day following the call, a replay of the call will be available on the Company’s website at https://investors.aaon.com.

About AAON
Founded in 1988, AAON is a global leader in HVAC solutions for commercial and industrial indoor environments. The Company’s industry-leading approach to designing and manufacturing highly configurable equipment to meet exact needs creates a premier ownership experience with greater efficiency, performance and long-term value. AAON is headquartered in Tulsa, Oklahoma, where its world-class innovation center and testing lab allows AAON engineers to continuously push boundaries and advance the industry. For more information, please visit www.AAON.com.

Forward-Looking Statements

This press release includes “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Words such as “expects”, “anticipates”, “intends”, “plans”, “believes”, “seeks”, “estimates”, “should”, “will”, and variations of such words and similar expressions are intended to identify such forward-looking statements. These statements are not guarantees of future performance and involve certain risks, uncertainties and assumptions, which are difficult to predict. Therefore, actual outcomes and results may differ materially from what is expressed or forecasted in such forward-looking statements. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date on which they are made. We undertake no obligations to update publicly any forward-looking statements, whether as a result of new information, future events or otherwise. Important factors that could cause results to differ materially from those in the forward-looking statements include (1) the timing and extent of changes in raw material and component prices, (2) the effects of fluctuations in the commercial/industrial new construction market, (3) the timing and extent of changes in interest rates, as well as other competitive factors during the year, and (4) general economic, market or business conditions.

Contact Information
Joseph Mondillo
Director of Investor Relations
Phone: (617) 877-6346
Email: joseph.mondillo@aaon.com

AAON, Inc. and Subsidiaries

Consolidated Statements of Income

(Unaudited)

Three Months Ended 
 June 30,

Six Months Ended 
 June 30,

2024

2023

2024

2023

(in thousands, except share and per share data)

Net sales

$                 313,566

$                 283,957

$            575,665

$            549,910

Cost of sales

200,472

189,939

370,329

378,738

Gross profit

113,094

94,018

205,336

171,172

Selling, general and administrative expenses

45,895

39,272

91,183

72,214

(Gain) loss on disposal of assets

6

(16)

12

Income from operations

67,199

54,740

114,169

98,946

Interest expense, net

(367)

(1,543)

(606)

(2,693)

Other income, net

175

163

252

277

Income before taxes

67,007

53,360

113,815

96,530

Income tax provision

14,779

7,678

22,571

14,034

Net income

$                   52,228

$                   45,682

$              91,244

$              82,496

Earnings per share:

Basic1

$                       0.64

$                       0.56

$                  1.12

$                  1.02

Diluted1

$                       0.62

$                       0.55

$                  1.09

$                  0.99

Cash dividends declared per common share1:

$                       0.08

$                       0.08

$                  0.16

$                  0.16

Weighted average shares outstanding:

Basic1

81,791,792

81,439,691

81,339,153

81,263,523

Diluted1

83,786,222

83,469,581

83,527,717

83,478,498

1  Reflects three-for-two stock split effective August 16, 2023.

 

AAON, Inc. and Subsidiaries

Consolidated Balance Sheets

(Unaudited)

June 30,
2024

December 31, 2023

Assets

(in thousands, except share and per share data)

Current assets:

Cash and cash equivalents

$                      13

$                       287

Restricted cash

12,065

8,736

Accounts receivable, net

149,149

138,108

Income tax receivable

4,969

Inventories, net

182,988

213,532

Contract assets

68,171

45,194

Prepaid expenses and other

5,740

3,097

Total current assets

423,095

408,954

Property, plant and equipment:

Land

16,018

15,438

Buildings

240,317

205,841

Machinery and equipment

403,664

391,366

Furniture and fixtures

41,128

40,787

Total property, plant and equipment

701,127

653,432

Less:  Accumulated depreciation

287,893

283,485

Property, plant and equipment, net

413,234

369,947

Intangible assets, net

75,560

68,053

Goodwill

81,892

81,892

Right of use assets

16,086

11,774

Other long-term assets

849

816

Total assets

$         1,010,716

$                941,436

Liabilities and Stockholders’ Equity

Current liabilities:

Accounts payable

$              28,958

$                  27,484

Accrued liabilities

85,499

85,508

Contract liabilities

26,862

13,757

Total current liabilities

141,319

126,749

Revolving credit facility, long-term

85,884

38,328

Deferred tax liabilities

5,811

12,134

Other long-term liabilities

21,170

16,807

New market tax credit obligation

16,034

12,194

Commitments and contingencies

Stockholders’ equity:

Preferred stock, $.001 par value, 5,000,000 shares authorized, no shares issued

Common stock, $.004 par value, 100,000,000 shares authorized, 80,950,856 and 81,508,381 issued and outstanding at June 30, 2024 and December 31, 2023, respectively1

324

326

Additional paid-in capital

49,174

122,063

Retained earnings1

691,000

612,835

Total stockholders’ equity

740,498

735,224

Total liabilities and stockholders’ equity

$          1,010,716

$                 941,436

1  Reflects three-for-two stock split effective August 16, 2023.

 

AAON, Inc. and Subsidiaries

Consolidated Statements of Cash Flows

(Unaudited)

Six Months Ended 
 June 30,

2024

2023

Operating Activities

(in thousands)

Net income

$                   91,244

$                   82,496

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

Depreciation and amortization

27,923

21,236

Amortization of debt issuance costs

71

32

Amortization of right of use assets

73

67

Provision for (recoveries of) credit losses on accounts receivable, net of adjustments

1,169

(171)

Provision for excess and obsolete inventories, net of write-offs

641

1,458

Share-based compensation

8,451

7,823

(Gain) loss on disposition of assets

(16)

12

Foreign currency transaction loss (gain)

15

(13)

Interest income on note receivable

(9)

(10)

Deferred income taxes

41

(4,438)

Changes in assets and liabilities:

Accounts receivable

(12,210)

(26,782)

Income taxes

(6,139)

(15,171)

Inventories

29,903

(17,927)

Contract assets

(22,977)

(4,711)

Prepaid expenses and other long-term assets

(2,708)

(2,502)

Accounts payable

(1,804)

(14,874)

Contract liabilities

13,105

(1,162)

Extended warranties

1,195

1,526

Accrued liabilities and other long-term liabilities

(56)

33,051

Net cash provided by operating activities

127,912

59,940

Investing Activities

Capital expenditures

(65,381)

(60,629)

Proceeds from sale of property, plant and equipment

16

104

Software development expenditures

(10,058)

Principal payments from note receivable

26

28

Net cash used in investing activities

(75,397)

(60,497)

Financing Activities

Proceeds from financing obligation, net of issuance costs

4,186

6,061

Payment related to financing costs

(417)

(398)

Borrowings under revolving credit facility

272,526

279,961

Payments under revolving credit facility

(224,970)

(272,429)

Stock options exercised

15,821

23,244

Repurchase of stock

(100,034)

Employee taxes paid by withholding shares

(3,493)

(1,162)

Cash dividends paid to stockholders

(13,079)

(13,004)

Net cash (used in) provided by financing activities

(49,460)

22,273

Net increase in cash, cash equivalents and restricted cash

3,055

21,716

Cash, cash equivalents and restricted cash, beginning of period

9,023

5,949

Cash, cash equivalents and restricted cash, end of period

$                   12,078

$                   27,665

 

Use of Non-GAAP Financial Measures

To supplement the Company’s consolidated financial statements presented in accordance with generally accepted accounting principles (“GAAP”), additional non-GAAP financial measures are provided and reconciled in the following tables. The Company believes that these non-GAAP financial measures, when considered together with the GAAP financial measures, provide information that is useful to investors in understanding period-over-period operating results. The Company believes that this non-GAAP financial measure enhances the ability of investors to analyze the Company’s business trends and operating performance as they are used by management to better understand operating performance. Since EBITDA is a non-GAAP measures and is susceptible to varying calculations, EBITDA, as presented, may not be directly comparable with other similarly titled measures used by other companies.

EBITDA

EBITDA (as defined below) is presented herein and reconciled from the GAAP measure of net income because of its wide acceptance by the investment community as a financial indicator of a company’s ability to internally fund operations. The Company defines EBITDA as net income, plus (1) depreciation and amortization, (2) interest expense (income), net and (3) income tax expense. EBITDA is not a measure of net income or cash flows as determined by GAAP.

The Company’s EBITDA measure provides additional information which may be used to better understand the Company’s operations. EBITDA is one of several metrics that the Company uses as a supplemental financial measurement in the evaluation of its business and should not be considered as an alternative to, or more meaningful than, net income, as an indicator of operating performance. Certain items excluded from EBITDA are significant components in understanding and assessing a company’s financial performance. EBITDA, as used by the Company, may not be comparable to similarly titled measures reported by other companies. The Company believes that EBITDA is a widely followed measure of operating performance and is one of many metrics used by the Company’s management team and by other users of the Company’s consolidated financial statements.

The following table provides a reconciliation of net income (GAAP) to EBITDA (non-GAAP)  for the periods indicated:

Three Months Ended 
 June 30,

Six Months Ended 
 June 30,

2024

2023

2024

2023

(in thousands)

Net income, a GAAP measure

$               52,228

$               45,682

$         91,244

$         82,496

Depreciation and amortization

14,486

10,962

27,923

21,236

Interest expense, net

367

1,543

606

2,693

Income tax expense

14,779

7,678

22,571

14,034

EBITDA, a non-GAAP measure

$               81,860

$               65,865

$       142,344

$       120,459

 

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SOURCE AAON

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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.

About Advancements:
Advancements is an information-based educational television series that explores recent developments taking place across several industries and economies. With a focus on some of the major innovations responsible for global progress today, the award-winning series goes behind-the-scenes to discover and share how technology and innovation continue to drive the world forward.

Advancements shines a light on several important issues and topics, while featuring an array of cutting-edge improvements, state-of-the-art technologies, and groundbreaking environmental and sustainable solutions. Its team of writers, directors, and producers remain dedicated to consistently producing commercial-free, educational programming for viewers and networks.

For more information, please visit www.AdvancementsTV.com or call 866-496-4065.

Media Contact:
Advancements
Sarah McBrayer,
Creative Director
866-496-4065 x802
sarah@dmgproductions.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.

View original content:https://www.prnewswire.com/news-releases/payfare-enters-into-definitive-agreement-to-be-acquired-by-fiserv-302338076.html

SOURCE Payfare Inc.

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