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... $66.56 ... $FROG
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... $5.44 ... $ARLO
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... awaiting 33% discount ... $DY
Subversive Capital A $SBVCF
10.188 ? 0.0 (0.00%)
Volume: 0 @-
Bid Ask Day's Range
9.12 11.0
... GOOD $TLRY NEWS ...
On November 20, 2020, Tilray, Inc. (“Tilray”) entered into privately negotiated exchange agreements (the “Exchange Agreements”) with certain holders of Tilray’s 5.00% Convertible Senior Notes due 2023 (the “Notes”). Under the terms of the Exchange Agreements, the holders agreed to exchange an aggregate principal amount of approximately $124.3 million of Notes plus accrued interest held by them in exchange for an aggregate of 10,932,222 shares of Tilray’s Class 2 common stock (“Shares”). Effectively, Tilray agreed to repurchase a portion of its Notes at a 36% discount to their face value, using shares issued at Tilray’s most recent closing market price on November 20, 2020 (which is equivalent to a conversion price of $7.36 per share). These exchange transactions closed on November 24, 2020.
On November 23, 2020, Tilray entered into additional Exchange Agreements with certain holders of the Notes. Under the terms of the Exchange Agreements, the holders agreed to exchange an aggregate principal amount of approximately $72.9 million of Notes plus accrued interest held by them in exchange for an aggregate of 6,407,355 shares. Effectively, Tilray agreed to repurchase a portion of its Notes at a 42% discount to their face value, using shares issued at Tilray’s most recent closing market price on November 23, 2020 (which is equivalent to a conversion price of $6.68 per share). These exchange transactions are expected to close on or about November 25, 2020, subject to customary closing conditions.
Immediately following the exchange of the Notes contemplated by the Exchange Agreements, approximately $277.9 million in aggregate principal amount of the Notes will remain outstanding.
The foregoing description of the Exchange Agreements is qualified in its entirety by reference to the form of Exchange Agreement attached as Exhibit 99.1 hereto.
On November 23, 2020 and November 24, 2020, Tilray issued press releases announcing the Exchange Agreements, copies of which are attached hereto as Exhibit 99.2 and 99.3, respectively, and incorporated herein by reference.
This Current Report does not constitute an offer to sell, or a solicitation of an offer to buy, any security and shall not constitute an offer, solicitation or sale in any jurisdiction in which such offering would be unlawful.
Item 3.02
Unregistered Sales of Equity Securities.
The disclosure under Item 1.01 above is incorporated by reference herein. The issuance of the Shares under the Exchange Agreements is being made pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), only to investors that qualified as “qualified institutional buyers” (as such term is defined under the Securities Act) or large institutional investors.
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JFrog Ltd (FROG)
62.44 ? 1.96 (3.24%)
Volume: 1,386,038 @11/24/20 1:43:54 PM EST
Bid Ask Day's Range
62.41 62.44 60.9022 - 63.87
Conference Call Information and Other Selected Data
The Company will host a conference call to discuss fiscal 2021 third quarter results on Tuesday, November 24, 2020 at 9:00 a.m. Eastern time. A live webcast of the conference call and related materials will be available on the Company's Investor Center website at https://ir.dycomind.com. Parties interested in participating via telephone should dial (833) 519-1313 (United States) or (914) 800-3879 (International) with the conference ID 1388665, ten minutes before the conference call begins. For those who cannot participate at the scheduled time, a replay of the live webcast and the related materials will be available at https://ir.dycomind.com until Thursday, December 24, 2020.
About Dycom Industries, Inc.
Dycom is a leading provider of specialty contracting services throughout the United States. These services include program management; planning; engineering and design; aerial, underground, and wireless construction; maintenance; and fulfillment services for telecommunications providers. Additionally, Dycom provides underground facility locating services for various utilities, including telecommunications providers, and other construction and maintenance services for electric and gas utilities.
Outlook
For the quarter ending January 30, 2021 (which includes an additional week of operations as a result of the Company's 52/53 week fiscal year), the Company expects modestly lower contract revenues with margins that range from in-line to modestly higher, as compared to the quarter ended January 25, 2020. The Company believes the impact of the COVID-19 pandemic on its operating results, cash flows and financial condition is uncertain, unpredictable and could affect its ability to achieve these expected financial results.
Year-to-Date Fiscal 2021 Highlights
Contract revenues of $2.449 billion for the nine months ended October 24, 2020, compared to $2.602 billion for the nine months ended October 26, 2019. Contract revenues for the nine months ended October 24, 2020 decreased 6.1% on an organic basis after excluding $8.9 million and $4.7 million in contract revenues from storm restoration services for the nine months ended October 24, 2020 and October 26, 2019, respectively.
Non-GAAP Adjusted EBITDA of $265.3 million, or 10.8% of contract revenues, for the nine months ended October 24, 2020, compared to $254.6 million, or 9.8% of contract revenues, for the nine months ended October 26, 2019. Non-GAAP Adjusted EBITDA for the nine months ended October 26, 2019 excludes $11.0 million of income before taxes reflecting the net benefit of a contract modification.
On a GAAP basis, net income was $38.5 million, or $1.20 per common share diluted, for the nine months ended October 24, 2020, compared to $68.4 million, or $2.15 per common share diluted, for the nine months ended October 26, 2019. Non-GAAP Adjusted Net Income was $83.7 million, or $2.61 per common share diluted, for the nine months ended October 24, 2020, compared to $72.4 million, or $2.28 per common share diluted, for the nine months ended October 26, 2019. Non-GAAP Adjusted Net Income for the nine months ended October 26, 2019 excludes net income of $7.3 million, or $0.23 per common share diluted, reflecting the after-tax net benefit of a contract modification.
Net income on a GAAP basis for the nine months ended October 24, 2020 includes a pre-tax goodwill impairment charge of $53.3 million recognized during the first quarter for a reporting unit that generated revenue of less than 4% of Dycom's consolidated revenue and did not incur losses in fiscal 2020.
During the nine months ended October 24, 2020, the Company purchased $401.7 million aggregate principal amount of Notes for $371.4 million, including interest and fees. As a result, net income on a GAAP basis for the nine months ended October 24, 2020 includes a pre-tax gain of approximately $12.0 million.
Third Quarter Fiscal 2021 Highlights
Contract revenues of $810.3 million for the quarter ended October 24, 2020, compared to $884.1 million for the quarter ended October 26, 2019. Contract revenues decreased 9.4% on an organic basis after excluding $8.9 million in contract revenues from storm restoration services for the quarter ended October 24, 2020.
Non-GAAP Adjusted EBITDA of $92.8 million, or 11.5% of contract revenues, for the quarter ended October 24, 2020, compared to $91.7 million, or 10.4% of contract revenues, for the quarter ended October 26, 2019.
On a GAAP basis, net income was $33.9 million, or $1.05 per common share diluted, for the quarter ended October 24, 2020, compared to $24.2 million, or $0.76 per common share diluted, for the quarter ended October 26, 2019. Non-GAAP Adjusted Net Income was $34.4 million, or $1.06 per common share diluted, for the quarter ended October 24, 2020, compared to $28.1 million, or $0.88 per common share diluted for the quarter ended October 26, 2019.
Notional net debt was reduced by $110.1 million during the quarter. As of October 24, 2020, the Company had cash and equivalents of $12.0 million, borrowings on its revolving line of credit of $85.0 million, $427.5 million of term loans outstanding and $58.3 million aggregate principal amount of 0.75% convertible senior notes due September 2021 (the "Notes") outstanding.
North Carolina
001-38299
47-3414576
(State or other jurisdiction of incorporation or organization)
(Commission File Number)
(I.R.S. Employer Identification No.)
8845 Red Oak Blvd, Charlotte, NC 28217
(Address of principal executive offices)(Zip Code)
Registrant's telephone number, including area code: (704) 445-3060
... $2.68 ... $yCBD #LootWallStreet
cbdMD, Inc. is one of the leading, most highly trusted, and most recognized cannabidiol (CBD) brands, whose current products include CBD tinctures, CBD capsules, CBD gummies, CBD topicals, CBD bath bombs and CBD pet products. cbdMD is also a proud partner of Bellator MMA and Life Time, Inc., and has one of the largest rosters of professional sports athletes who are part of “Team cbdMD.” To learn more about cbdMD and our comprehensive line of over 100 SKUs of U.S. produced, Non-THC1 CBD products, please visit www.cbdMD.com, follow cbdMD on Instagram and Facebook, or visit one of the 6,000 retail outlets that carry cbdMD products.
1 Non-THC is defined as below the level of detection using validated scientific analytical tools.
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Arlo Technologies In (ARLO)
5.1625 ? -0.2375 (-4.40%)
Volume: 1,495,448 @11/24/20 11:37:20 AM EST
Bid Ask Day's Range
- - 5.13 - 5.54
About Butterfly Network
Founded by Dr. Jonathan Rothberg in 2011 and led by CEO Laurent Faracci, Butterfly has created the world's first handheld, single-probe whole-body ultrasound system, Butterfly iQ, to make ultrasound technology more universally accessible and affordable. Butterfly Network's mission is to enable universal access to superior medical imaging, making high quality ultrasound affordable, easy-to-use, globally accessible and intelligently connected, including for the 4.7 billion people around the world lacking access to ultrasound. Through its proprietary Ultrasound-On-Chip™ technology, Butterfly Network is paving the way for earlier detection and remote management of health conditions around the world. The Butterfly iQ+ can be purchased online today by healthcare practitioners in the United States, Australia, Austria, Belgium, Canada, Denmark, Finland, France, Germany, Ireland, Italy, the Netherlands, New Zealand, Norway, Poland, Portugal, Spain, Sweden, Switzerland and the United Kingdom.
About Longview Acquisition Corp.
Longview was formed to partner with high-quality, growing companies to facilitate their successful entry to the public markets. Longview is sponsored by an affiliate of Glenview Capital Management, a registered investment adviser with a track record of creating value through constructive partnerships with companies operating in the public markets.
Butterfly iQ was launched commercially in 2018, and in 2020, the Company launched the Butterfly iQ+ with additional features and improved performance. Since introduction, more than 30,000 Butterfly iQ and iQ+ devices have shipped to medical professionals globally. The Company has sold to or has agreements in place with the majority of the largest 100 hospitals in the United States, and has built a strong brand among healthcare professionals, achieving an exceptional Net Promoter Score of 71 (USA). Butterfly iQ is commercially available in more than 20 countries including the United States, Canada, greater Europe and Australia.
- Butterfly Network's mission is to enable universal access to superior medical imaging, making high quality ultrasound affordable, easy-to-use, globally accessible and intelligently connected.
- Butterfly iQ is the only ultrasound transducer that can perform "whole-body imaging" with a single handheld probe using semiconductor technology. Connected to a mobile phone or tablet, it is powered by Butterfly's proprietary Ultrasound-on-Chip™ technology and harnesses the advantages of AI to deliver advanced imaging that we believe is easy-to-use, improves patient outcomes and lowers cost of care.
- This transaction is expected to drive further adoption of Butterfly Network's breakthrough solutions and accelerate its future pipeline of innovative technologies.
- The Pro Forma enterprise value of the merger is $1.5 billion, with the combined company expected to have an estimated $584 million in cash after closing.
- Founder Dr. Jonathan Rothberg to become Chairman of the combined company and will be Butterfly's largest controlling shareholder.
- 100% of the equity of existing Butterfly Network investors, including Baillie Gifford, The Bill and Melinda Gates Foundation and Fosun Industrial Co., Limited, will convert into shares of the combined company. There will be no selling stockholders in the transaction.
- Longview is an affiliate of leading healthcare investment firm Glenview Capital Management, which is expected to own, along with its affiliates, 7.6% of the combined company's outstanding shares at closing. Longview Chair and Glenview CEO, Larry Robbins, will join the Board of the combined company. Leading institutional investors including Eldridge, Fidelity Management & Research Company LLC, Glenview, Ridgeback, Tenet Healthcare Corporation, UPMC Enterprises and Wellington Management have anchored a $175 million PIPE at $10 per share.
- The business combination is expected to be completed by the end of the first quarter of 2021, and the combined company will be listed on the NYSE under ticker symbol "BFLY."
- A webcast to present the proposed transaction is available on www.butterflynetwork.com/investors.
GUILFORD, Conn. and NEW YORK, Nov. 20, 2020 /PRNewswire/ -- Butterfly Network, Inc. ("Butterfly" or the "Company"), an innovative digital health company that is working to enable universal access to superior medical imaging, and Longview Acquisition Corp. (NYSE: LGVW.U, LGVW, LGVW WS) ("Longview"), a special purpose acquisition company sponsored by Glenview Capital Management, LLC ("Glenview"), announced today that they have entered into a definitive business combination agreement. Upon closing, the combined company's Class A common stock is expected to be traded on the New York Stock Exchange ("NYSE") under the symbol "BFLY."
JFrog Ltd (FROG)
60.5 ? -0.73 (-1.19%)
Volume: 2,569,480 @11/23/20 5:28:25 PM EST
Bid Ask Day's Range
60.26 60.84 57.1416 - 60.88
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... stole another $5K in 45 minutes ... $DPW
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EAT LOSSES AND ADMIT FAULT.
NEVER IGNORE EXTREMELY VALUABLE DUE DILIGENCE.
https://www.yahoo.com/news/photos-abandoned-stripped-cruise-ships-132600807.html
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