Market Newsdesk

November 11, 2020 7:19 pm

Caldas Gold Reports Third Quarter and First Nine Months 2020 Results

TORONTO, Nov. 11, 2020 (GLOBE NEWSWIRE) — Caldas Gold Corp. (TSX-V: CGC: OTCQX: ALLXF) announced today the release of its unaudited interim condensed consolidated financial statements and accompanying management’s discussion and analysis (MD&A) for the three and nine months ended September 30, 2020. All financial figures contained herein are expressed in U.S. dollars (“USD”) unless otherwise noted.

Serafino Iacono, Chairman and CEO of Caldas Gold, commenting on the Company’s latest results, said, “We are pleased with the significant progress we have made since we announced the Preliminary Feasibility Study (the “2020 PFS”) results for our Marmato Project in early July. Our third quarter production rebounded after a challenging second quarter affected by the COVID-19 situation and we are on track to meet our revised production guidance for this year. Over the last few months, we have completed three financings, raising total gross proceeds of $230.5 million, including the announcement last week that we have executed the Wheaton stream agreement. We are now positioned to move forward with the planned expansion of mining operations in the Marmato Deep Zone (“MDZ”). Drilling results announced earlier this week continue to build our sense of excitement as the New Zone continues to deliver robust gold grades over significant lengths that start to demonstrate continuity and a developing high-grade zone similar to the adjacent Main Zone. In addition, the 300 meters strike extension for the Main Zone provides us with another zone ready for infill drilling to continue to grow the underground mining expansion at Marmato. The discovery of the Fortaleza Zone opens up a prospective new area to the north. All in all, our Marmato Project continues to demonstrate its prowess as a rare world-class system, both in terms of its size and grades.”

Thir

d

Quarter

and First

Nine Months

2020

Highlights

Caldas Gold is continuing to progress in its plan to build Colombia’s next major gold mine. In July 2020, the Company announced the results of the 2020 PFS for its Marmato Project. On July 29, 2020, the Company completed a CA$50 million bought deal of Special Warrants which were exercised on September 28, 2020. On August 26, 2020 the Company completed a private placement offering of subscription receipts for gross proceeds of $83.1 million. The Company announced on November 5, 2020 that it had entered into a $110 million stream financing agreement with Wheaton Precious Metals International Ltd.
The Company continued to support the local communities surrounding the Marmato Project during the third quarter of 2020, providing groceries to families who have been economically affected by the COVID-19 crisis and masks to the community.
Production
in the third quarter of 2020 totaled 6,899 ounces of gold, up 11% from the third quarter last year and up 79% from the second quarter of 2020 which was affected by challenges associated with COVID-19 national quarantine in Colombia. For the first nine months of 2020, the Company produced a total of 16,651 ounces of gold and 23,404 ounces of silver compared with 18,693 ounces of gold and 29,136 ounces of silver in the first nine months last year. In October, the Company produced 2,487 ounces of gold. The Company is on track to meet its revised annual production guidance for 2020 of between 23,000 to 26,000 ounces of gold.
Revenue
of $13.3 million in the third quarter of 2020, about 33% higher than the third quarter last year, benefitted from a 28% increase in its realized gold price as well as a 4% increase in gold sales. The Company’s realized gold price in the third quarter of 2020 was $1,881 per ounce. For the first nine months of 2020, revenue amounted to $30.2 million compared with $25.8 million in the first nine months of 2019.
Total cash costs

⁽¹⁾ per ounce were $1,359 per ounce in the third quarter of 2020, up from $1,163 per ounce in the third quarter last year. Higher spot gold prices increased production taxes by approximately $52 per ounce in the third quarter of 2020 compared with the same period last year. Other factors increasing total cash costs in the third quarter of 2020 included an increased level of operating development costs in the Upper Zone mine associated with the preparation of Levels 21 and 22 (the Transition Zone) for expansion of mining activities and additional costs being incurred to maintain the COVID-19 protocols required to protect the health and safety of workers. For the first nine months of 2020, total cash costs averaged $1,309 per ounce compared with $1,131 per ounce in the first nine months last year.
All-in sustaining costs

(“AISC”)

⁽¹⁾ of $1,827 per ounce in the third quarter of 2020, up from $1,254 per ounce in the third quarter last year, reflected the increase in total cash costs, general and administrative (“G&A”) expenses associated with the new public company status post the RTO Transaction, social contributions for COVID-19 community support and an increased level of sustaining capital expenditures to implement the 2020 PFS optimization in the Marmato mine. For the first nine months of 2020, AISC averaged $1,675 per ounce compared with $1,210 per ounce in the first nine months last year.
The Company reported a net loss for the third quarter and first nine months of 2020 of $24.9 million ($0.32 per share) and $49.4 million ($0.90 per share), respectively, compared with net income of $1.0 million ($0.03 per share) and $2.1 million ($0.07 per share), respectively, in the same periods last year. The largest items affecting the net loss in the third quarter of 2020 were the $17.0 million fair value loss on the Company’s financial instruments and $9.0 million of financing costs incurred in connection with the Special Warrant and Subscription Receipt financings. For the first nine months of 2020, in addition to these factors, the largest item contributing to the net loss was the $16.7 million charge related to the RTO Transaction.
On July 2, 2020, the Company completed the acquisition of South American Resources Corp. (“SARC”), the holder of a 100% interest in the Juby Project and a 25% interest in certain claims adjoining the Juby Project, for total consideration of approximately $50.3 million. The Juby Project is an advanced exploration-stage gold project located in Northeastern Ontario within the Shining Tree area in the southern part of the Abitibi greenstone belt. The mineralization of the deposits in the Juby Project is amenable for open pit extraction. On October 5, 2020, the Company announced it had completed a within-pit Mineral Resource estimate for the Juby Project effective as of July 14, 2020 comprising Indicated Resources of 21.3 million tonnes at a grade of 1.13 g/t totalling 773,000 ounces of gold and Inferred Resources of 47.1 million tonnes at a grade of 0.98 g/t totalling 1,488,000 ounces of gold. The Company intends to carry out exploration activities at the Juby Project in 2021.
As of November 11, 2020, the Company has a total of 99,800,162 shares issued and outstanding.

Selected Financial Information

	Third Quarter					Nine Months
		2020			2019		2020			2019
Operating data
Gold produced (ounces)		6,899			6,221		16,651			18,693
Gold sold (ounces)		6,963			6,681		17,241			18,654
Average realized gold price ($/oz sold)	$	1,881		$	1,467	$	1,728		$	1,357
Total cash costs ($/oz sold) ⁽¹⁾		1,359			1,163		1,309			1,131
AISC ($/oz sold) ⁽¹⁾		1,827			1,254		1,675			1,210

Revenue	$	13,306		$	9,970	$	30,240		$	25,752
Adjusted EBITDA ⁽¹⁾		2,360			1,866		4,470			4,057
Net (loss) income		(24,872	)		988		(49,370	)		2,054
Per share – basic and diluted		(0.32	)		0.03		(0.90	)		0.07
Adjusted net income (loss) ⁽¹⁾		437			971		(2,148	)		2,096
Per share – basic and diluted		0.01			0.03		(0.04	)		0.07
Net cash provided by operating activities		4,026			1,881		4,717			3,228
Additions to mining interest, plant and equipment		5,334			1,806		12,020			4,402

						September 30,			December 31,
							2020			2019

Balance sheet ($000’s):
Cash and cash equivalents						$	42,990		$	2,672
Total assets							215,857			45,881

^{(1) Refer to “Non-IFRS Measures” in the Company’s MD&A.}

Thir

d

Quarter 2020 Results Webcast

As a reminder, Caldas Gold will host a conference call and webcast on Thursday, November 12, 2020 at 9:00 a.m. Eastern Time to discuss the results.

Webcast and call-in details are as follows:

Live Event link:
Canada Toll / International:
North America Toll Free:
Colombia Toll Free:
Conference ID:

https://edge.media-server.com/mmc/p/obdac7vh

1 (847) 585-4405
1 (888) 771-4371
01 800 9 156 924
49986277

A replay of the webcast will be available at www.caldasgold.ca from Thursday, November 12, 2020 until Thursday, December 17, 2020.

About Caldas Gold Corp.

Caldas Gold is a Canadian junior mining company currently advancing a major expansion and modernization of its underground mining operations at its Marmato Project in the Department of Caldas, Colombia. Caldas Gold also owns 100% of the Juby Project, an advanced exploration-stage gold project located within the Shining Tree area in the southern part of the Abitibi greenstone belt about 100 km south-southeast of the Timmins gold camp.

Additional information on Caldas Gold can be found on its website at www.caldasgold.ca and by reviewing its profile on SEDAR at www.sedar.com.

Cautionary Statement on Forward-Looking Information:

This press release contains “forward-looking information” within the meaning of applicable Canadian securities legislation concerning the business, operations and financial performance of Caldas Gold. Forward-looking statements in this press release, which are all statements other than statements of historical fact, include, but are not limited
to
anticipated business plans or strategies
, including production guidance, exploration results, resources and reserves.
Often, but not always, forward-looking statements can be identified by the use of words such as “plans”, “expects”, “is expected”, “budget”, “scheduled”, “estimates”, “forecasts”, “intends”, “anticipates”, or “believes” or variations (including negative variations) of such words and phrases, or state that certain actions, events or results “may”, “could”, “would”, “might” or “will” be taken, occur or be achieved. Forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of Caldas Gold to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. Factors that could cause actual results to differ materially from those anticipated in these forward-looking statements include the other risk factors as described under the caption “Risk Factors” in the Company’s annual information form for the financial year ended December 31, 2019
dated as of August 17, 2020 which is available for view on SEDAR at

www.sedar.com

.
Forward-looking statements contained herein are made as of the date of this press release and Caldas Gold disclaims, other than as required by law, any obligation to update any forward-looking statements whether as a result of new information, results, future events, circumstances, or if management’s estimates or opinions should change, or otherwise. There can be no assurance that forward-looking statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, the reader is cautioned not to place undue reliance on forward-looking
statements.

For Further Information, Contact:

Mike Davies
Chief Financial Officer
(416) 360-4653
[email protected]

November 11, 2020 7:18 pm

Remembrance Day Ceremony honours Canada’s Fallen

75

^th

anniversary of the end of the Second World War marks

ceremony at

National War Memorial

OTTAWA, Nov. 11, 2020 (GLOBE NEWSWIRE) — Respect, thankfulness and Remembrance permeated the air during Canada’s National Remembrance Day Ceremony in Ottawa. The solemn commemoration paid tribute to the men and women who have given their lives for our freedoms.

On an unusually warm Remembrance Day and amidst pandemic restrictions that allowed a maximum of 100 participants, guests paid tribute through words, prayer, music, and a 21-gun salute. The annual ceremony organized by The Royal Canadian Legion also marked the 75th anniversary of the end of the Second World War. Planned fly-pasts of CF-18 jets and vintage Second World War aircraft could not take place due to low cloud cover.

At 11:00 am, as the nation paused to remember and honour those who have given their lives to military service, many Canadians watched from home or online or took part in much smaller ceremonies in other parts of the country.

“The pandemic may have changed how we commemorate this year, but we will never forget our Fallen, no matter the circumstances,” says Legion Dominion President Thomas D. Irvine. “Our freedoms came at a great cost, and this year we also remember the tragedy and triumph of the Second World War as Canadians joined our allies to bring an end to that devastating time. We will remember them all.”

Mrs. Deborah Sullivan, this year’s National Silver Cross Mother, laid a wreath on behalf of all military mothers who have lost children in service to their country. Her own son, Lieutenant Navy Christopher Edward Saunders, died after a tragic fire on board HMCS Chicoutimi in 2004.

Members of the Vice-Regal Party paid special tribute by each laying wreaths at the National War Memorial. They included Canada’s Governor-General Her Excellency the Right Honourable Julie Payette; Canada’s Prime Minister, the Right Honourable Justin Trudeau; the Minister of Veterans Affairs Canada, the Honourable Lawrence MacAulay; Chief of the Defence Staff General Jonathan Vance; and the Speaker of the House, the Honourable Anthony Rota. On behalf of the Dean of the Diplomatic Corps, the Ambassador of Honduras, Her Excellency Sofia Serrato also laid a wreath, as did representatives of Veteran organizations.

While Canadians heeded the instructions not to attend the national ceremony due to the pandemic restrictions, smaller groups and individuals did stop by, later placing poppies on the tomb of the Unknown Soldier – which has become a poignant tradition.

More than 117,000 animated poppies – each representing one of Canada’s Fallen – will continue to cascade on the Peace Tower on Parliament Hill, and the Poppy Drop will appear on the Senate building and the National Arts Centre’s glass tower for a final evening, from 6:30 to midnight ET, tonight.

Ab
out The Royal Canadian Legion

Founded in 1925, the Legion is Canada’s largest Veteran support and community service organization. We are a non-profit organization with a national reach across Canada as well as branches in the U.S., Europe and Mexico. With close to 260,000 members, many of whom volunteer an extraordinary amount of time to their branches, our strength is in our numbers.

Public Relations / Media Inquiries: [email protected]; 343-540-7604/ Nujma Bond
Legion.ca
Facebook.com/CanadianLegion
Twitter.com/RoyalCdnLegion
Instagram.com/RoyalCanadianLegion
YouTube.com/user/RCLDominionCommand

Photos accompanying this announcement are available at

https://www.globenewswire.com/NewsRoom/AttachmentNg/781d9401-10f9-4d88-8186-cbcc4532c73c

https://www.globenewswire.com/NewsRoom/AttachmentNg/e1e07b29-0b8d-461d-933e-75d8039e924d

November 11, 2020 7:18 pm

ROSEN, NATIONALLY REGARDED INVESTOR COUNSEL, Reminds Credit Acceptance Corporation Investors of Important Deadline in Securities Class Action – CACC

NEW YORK, Nov. 11, 2020 (GLOBE NEWSWIRE) — Rosen Law Firm, a global investor rights law firm, reminds purchasers of the securities of Credit Acceptance Corporation (NASDAQ: CACC) between November 1, 2019 and August 28, 2020, inclusive (the “Class Period”), of the important December 1, 2020 lead plaintiff deadline in securities class action. The lawsuit seeks to recover damages for Credit Acceptance investors under the federal securities laws.

To join the Credit Acceptance class action, go to h t tp://www.rosenlegal.com/cases-register-1851.html or call Phillip Kim, Esq. toll-free at 866-767-3653 or email [email protected] or [email protected] for information on the class action.

The complaint filed in this class action alleges that throughout the Class Period, Defendants made materially false and/or misleading statements, as well as failed to disclose material adverse facts about the Company’s business, operations, and prospects. Specifically, Defendants failed to disclose to investors that: (1) the Company was topping off the pools of loans that they packaged and securitized with higher-risk loans; (2) Credit Acceptance was making high-interest subprime auto loans to borrowers that the Company knew borrowers would be unable to repay; (3) the borrowers were subject to hidden finance charges, resulting in loans exceeding the usury rate ceiling mandated by state law; (4) Credit Acceptance took excessive and illegal measures to collect debt from defaulted borrowers; (5) as a result, the Company was likely to face regulatory scrutiny and possible penalties from various regulators or lawsuits; and (6) as a result of the foregoing, Defendant’s positive statements about the Company’s business, operations, and adherence to appropriate laws and regulations were materially misleading and/or lacked a reasonable basis.

A class action lawsuit has already been filed. If you wish to serve as lead plaintiff, you must move the Court no later than December 1, 2020. A lead plaintiff is a representative party acting on behalf of other class members in directing the litigation. If you wish to join the litigation, go to http://www.rosenlegal.com/cases-register-1851.html or to discuss your rights or interests regarding this class action, please contact Phillip Kim, Esq. of Rosen Law Firm toll free at 866-767-3653 or via e-mail at [email protected] or [email protected].

NO CLASS HAS YET BEEN CERTIFIED IN THE ABOVE ACTION. UNTIL A CLASS IS CERTIFIED, YOU ARE NOT REPRESENTED BY COUNSEL UNLESS YOU RETAIN ONE. YOU MAY RETAIN COUNSEL OF YOUR CHOICE. YOU MAY ALSO REMAIN AN ABSENT CLASS MEMBER AND DO NOTHING AT THIS POINT. AN INVESTOR’S ABILITY TO SHARE IN ANY POTENTIAL FUTURE RECOVERY IS NOT DEPENDENT UPON SERVING AS LEAD PLAINTIFF.

Follow us for updates on LinkedIn: https://www.linkedin.com/company/the-rosen-law-firm, on Twitter: https://twitter.com/rosen_firm or on Facebook: https://www.facebook.com/rosenlawfirm/.

Rosen Law Firm represents investors throughout the globe, concentrating its practice in securities class actions and shareholder derivative litigation. Rosen Law Firm was Ranked No. 1 by ISS Securities Class Action Services for number of securities class action settlements in 2017. The firm has been ranked in the top 3 each year since 2013. Rosen Law Firm has achieved the largest ever securities class action settlement against a Chinese Company. Rosen Law Firm’s attorneys are ranked and recognized by numerous independent and respected sources. Rosen Law Firm has secured hundreds of millions of dollars for investors. Attorney Advertising. Prior results do not guarantee a similar outcome.

——————————-

Contact Information:

        Laurence Rosen, Esq.
        Phillip Kim, Esq.
        The Rosen Law Firm, P.A.
        275 Madison Avenue, 40th Floor
        New York, NY 10016
        Tel: (212) 686-1060
        Toll Free: (866) 767-3653
        Fax: (212) 202-3827
        [email protected]
        [email protected]
        [email protected]
        www.rosenlegal.com

November 11, 2020 7:03 pm

Oasis Key Messages for Tokyo Dome Shareholders Regarding the EGM on December 17, 2020

Oasis Key Messages for Tokyo Dome Shareholders Regarding the EGM on December 17, 2020

*Shareholders must take action at the EGM to create A Better Tokyo Dome

* Shareholders should vote FOR Oasis’s shareholder proposals by circling FOR (“賛”) on the proxy form

*Shareholders must vote FOR Oasis’s proposals to stop further declines in corporate value

*The time for change and A Better Tokyo Dome is NOW

HONG KONG & TOKYO–(BUSINESS WIRE)–
Oasis Management Company Ltd. (“Oasis”) is the manager to funds that are the largest shareholder of Tokyo Dome Corporation (9681 JT) (“Tokyo Dome” or the “Company”). Oasis has adopted the Japan FSA’s “Principles of Responsible Ownership” (a/k/a the Japan Stewardship Code) and in line with those principles, Oasis monitors and engages with its investee companies.

Tokyo Dome was once the leading stadium in Japan. However, today that is simply no longer true. Tokyo Dome has not taken steps to improve the fan experience for over 30 years. Tokyo Dome has not increased its revenue or earnings for over 10 years. But shareholders can act today to change that, and create A Better Tokyo Dome.

On November 10, Tokyo Dome published a statement and held a press conference regarding the upcoming Extraordinary General Meeting of Shareholders (“EGM”). We believe this press conference further underscores Oasis’s concerns. Oasis has sought a meaningful dialogue with Tokyo Dome since 2018, and, as the largest shareholder, submitted a detailed presentation with business improvement plans. Instead of working to create A Better Tokyo Dome, 11 months after our presentation, they have held a press conference to announce that they still do not have a definitive plan for digital signage and other improvement plans suggested by Oasis.

Tokyo Dome also said in their statement that they would like Messrs. Mori and Akiyama to continue serving in their posts as independent external directors.

They say that Messrs. Mori and Akiyama have been doing good jobs and that they qualify as independent external directors according to the Company’s “Standards for Qualification of Independent External Directors”. They may technically qualify as independent directors by their own definitions, but only because their Standards for Qualification of Independent External Directors lack a standard to deny qualification based on lengthy tenure. The Japan Association of Corporate Directors set a tenure limit in 2015 of 8 years for independent external directors, and suggests that as best practice a company should disqualify an independent external director who has served in his/her such capacity for more than 8 years.

Mr. Akiyama has served for over 17.5 years and Mr. Mori for over 15.5 years as an independent external director. They have not managed to make necessary changes at the Company over the last 15.5+ years. There is no reason to believe they would now. These lengthy tenures are inconsistent with the best practices for corporate governance in Japan:

Under Japan’s Stewardship Code, it is our duty as shareholders to hold management accountable and to engage with Tokyo Dome in order to improve. Now is the moment to act to help change Tokyo Dome’s fate. We must speak up and VOTE to help save Tokyo Dome.

Please DO support Oasis’s three shareholder proposals to dismiss the President/ Director and two other directors by circling FOR (“賛” in Japanese) printed on the proxy form for each of the three shareholder proposals and send the completed proxy form to the Company. (NOTE: If the proxy form has different instructions on how to exercise your voting rights, please follow the relevant voting instructions to indicate your support for the three Oasis shareholder proposals. If you vote via internet or your smartphone, please follow the on-screen instructions to vote in favor of the three shareholder proposals.)
Please DON’T return the proxy form in blank to the Company, as it will be counted as a vote in support of the Company’s proposals to reject the shareholder proposals.

Oasis urges all Tokyo Dome shareholders to join Oasis in the first step for creating a Better Tokyo Dome:

VOTE AT THE EGM TO SUPPORT OASIS’S PROPOSALS TO

DISMISS PRESIDENT NAGAOKA, DIRECTOR MORI & DIRECTOR AKIYAMA.

Tokyo Dome is at a turning point. The Company needs new management who can carry out the business improvement plans in a timely manner. The Company also needs external directors who can fulfill their oversight responsibilities of new management with fresh eyes. Removing these directors is the first step toward building a Better Tokyo Dome.

We look forward to working with all shareholders and stakeholders to create a Better Tokyo Dome, and to turning Tokyo Dome into the world’s leading sporting and entertainment venue.

We encourage all shareholders to contact us with any questions at: [email protected].

About Oasis:

Oasis Management Company Ltd. manages private investment funds focused on opportunities in a wide array of asset classes across countries and sectors. Oasis was founded in 2002 by Seth H. Fischer, who leads the firm as its Chief Investment Officer. More information about Oasis is available at https://oasiscm.com. Oasis has adopted the Japan FSA’s “Principles of Responsible Institutional Investors” (a/k/a Japan Stewardship Code) and in line with those principles, Oasis monitors and engages with our investee companies.

Disclaimer:

Oasis Management Company Ltd. (“Oasis”) is the investment manager of private funds (the “Oasis Funds”) that own shares in Tokyo Dome. Oasis has created this communication and a Website – www.abettertokyodome.com – to enable fellow shareholders to carefully monitor how sincerely the board of directors and management of Tokyo Dome address our concerns, listen to shareholders’ views and endeavor to increase the value of Tokyo Dome shares in the best interest of all shareholders.

Oasis is not and should not be regarded or deemed in any way whatsoever to be (i) soliciting or requesting other shareholders of Tokyo Dome to exercise their shareholders’ rights (including, but not limited to, voting rights) jointly or together with Oasis, (ii) making an offer, a solicitation of an offer, or any advice, invitation or inducement to enter into or conclude any transaction or (iii) any advice, invitation or inducement to take or refrain from taking any other course of action (whether on the terms shown therein or otherwise). Further, this communication and the Website do not purport to recommend the purchase or sale of any security nor do they contain an offer to sell or a solicitation of an offer to buy any security. Nothing in this communication or on the Website is intended to be, nor should it be construed or used as, investment, tax or legal advice.

This communication and the Website exclusively represent the opinions, interpretations, and estimates of Oasis in relation to Tokyo Dome’s business and governance structure. Oasis is expressing such opinions solely in its capacity as an investment adviser of the Oasis Funds.

Please refer to the full disclaimer on the Website for further information.

View source version on businesswire.com: https://www.businesswire.com/news/home/20201111005501/en/

Media Contact

For all inquiries, please contact:

Taylor Hall

[email protected]

KEYWORDS: China Japan Asia Pacific

INDUSTRY KEYWORDS: General Sports Sports Finance Entertainment Public Relations/Investor Relations Banking Communications Professional Services General Entertainment

MEDIA:

November 11, 2020 7:03 pm

ROSEN, A LEADING LAW FIRM, Reminds JPMorgan Chase & Co. Investors of Important Deadline in Securities Class Action First Filed by the Firm – JPM

NEW YORK, Nov. 11, 2020 (GLOBE NEWSWIRE) — Rosen Law Firm, a global investor rights law firm, reminds purchasers of the securities of JPMorgan Chase & Co. (NYSE: JPM) between February 23, 2016 and September 23, 2020, inclusive (the “Class Period”), of the important December 23, 2020 lead plaintiff deadline in the securities class action. The lawsuit seeks to recover damages for JPMorgan investors under the federal securities laws.

To join the JPMorgan class action, go to http://www.rosenlegal.com/cases-reg i ster-1959.html or call Phillip Kim, Esq. toll-free at 866-767-3653 or email [email protected] or [email protected] for information on the class action.

According to the lawsuit, defendants throughout the Class Period made false and/or misleading statements and/or failed to disclose that: (1) traders at JPMorgan, with the knowledge and consent of their superiors, manipulated the precious metals market by “spoofing,” or placing fake orders to generate the appearance of market demand; (2) JPMorgan had insufficient controls and compliance protocols to enable it to identify and stop the misconduct; (3) JPMorgan’s earnings in the physical commodity market were, at least in part, ill-gotten; (4) such conduct would result in enhanced regulatory scrutiny; (5) JPMorgan provided misleading information to CFTC investigators at early stages of the investigation into the misconduct; (6) resolution of the governmental investigation into JPMorgan would result in a record-breaking $920 million fine; and (7) as a result, defendants’ statements about JPMorgan’s business, operations, and prospects, were materially false and misleading and/or lacked a reasonable basis at all relevant times. When the true details entered the market, the lawsuit claims that investors suffered damages.

A class action lawsuit has already been filed. If you wish to serve as lead plaintiff, you must move the Court no later than December 23, 2020. A lead plaintiff is a representative party acting on behalf of other class members in directing the litigation. If you wish to join the litigation, go to http://www.rosenlegal.com/cases-register-1959.html or to discuss your rights or interests regarding this class action, please contact Phillip Kim, Esq. of Rosen Law Firm toll free at 866-767-3653 or via e-mail at [email protected] or [email protected].

Follow us for updates on LinkedIn: https://www.linkedin.com/company/the-rosen-law-firm, on Twitter: https://twitter.com/rosen_firm or on Facebook: https://www.facebook.com/rosenlawfirm/.

——————————-

Contact Information:

November 11, 2020 7:03 pm

CMC Materials Reports Record Revenue and Record Diluted Earnings Per Share for the Full Fiscal Year 2020 and Financial Results for the Fourth Quarter of Fiscal 2020

Fourth Quarter

Revenue of $274.2 Million, 1.6% Lower than Last Year Primarily Due to Decline in Pipeline Performance Products Revenue Due to COVID-19 Impact
Diluted Earnings Per Share (EPS) of $1.25; Adjusted Diluted EPS¹ of $1.96, 16.0% Higher than Last Year

Full Fiscal Year 2020

Record Revenue of $1,116.3 Million, 7.6% Higher than Last Year Primarily Due to KMG Acquisition; Revenue Increased 1.5% Compared to Full Fiscal Year 2019 Pro Forma Revenue¹Primarily Due to Growth in CMP Slurries and Higher Wood Treatment Revenue
Record Diluted EPS of $4.83, 257.8% Higher than Last Year; Record Adjusted Diluted EPS¹ of $7.47, 11.0% Higher than Last Year

AURORA, Ill., Nov. 11, 2020 (GLOBE NEWSWIRE) — CMC Materials, Inc.²(Nasdaq: CCMP), a leading global supplier of consumable materials to semiconductor manufacturers and pipeline companies, today reported financial results for its fourth quarter and full fiscal year 2020, which ended September 30, 2020.

Key Highlights

Total revenue decreased 1.6% in the fourth quarter compared to the same quarter last year as stronger demand in CMP slurries and electronic chemicals as well as higher wood treatment revenue were offset by lower revenue in pipeline performance products and CMP pads. Net income for the quarter was $36.9 million compared to a loss of $20.2 million in the prior year primarily due to the impairment charge the company took for its strategic decision to exit the wood treatment business in the prior year. Adjusted EBITDA was $84.0 million, down 1.5% compared with the prior year. Full year revenue was a record and increased 7.6% compared to the last year primarily due to a full year of revenue from the company’s acquisition of KMG Chemicals, Inc. in November of 2018, growth in CMP slurries and higher wood treatment revenue. During the year the company generated $287.3 million in cash flow from operations, and had $257.4 million of cash on hand and $921.4 million in total debt as of the end of the fiscal year.

“I am proud of our performance, delivering another year of record revenue and profitability despite the challenging and unprecedented environment caused by the COVID-19 pandemic, which demonstrates our strong execution and robust businesses. We are most grateful for the overall well-being of our employees, and I would like to thank our global teams for their dedication to driving our record results,” said David Li, President and CEO of CMC Materials. “In fiscal 2021, we expect to see continued strong demand from our semiconductor customers driven by advanced node transitions to support new technologies including 5G, as well as improving fundamentals and demand from our pipeline customers. We also started the year with the rebranding of our company to CMC Materials, which we believe embodies our focus on delivering innovative, high value, specialty materials to our customers globally.”

¹
_{Refer to financial tables and “Use of Certain GAAP, non-GAAP Adjusted Financial Information” in the press release below for information about these non-GAAP financial measures and reconciliations of these non-GAAP measures to their most comparable GAAP measure.}

²
_{Formerly known as Cabot Microelectronics Corporation until October 1, 2020}

Key Financial Information for the Fourth Quarter

Revenue was $274.2 million, 1.6% lower than the revenue reported in the same quarter last year. Revenue was down 0.2% compared to the prior quarter primarily due to lower revenue in CMP pads and pipeline performance products, which more than offset higher revenue in CMP slurries and electronic chemicals.
Net income was $36.9 million compared to a loss of $20.2 million last year. Adjusted net income was $58.0 million, 16.1% higher compared to adjusted net income in the prior year. Adjusted net income benefited from lower operating expenses, lower interest expense and lower taxes compared to the same quarter last year.
Diluted EPS was $1.25. Adjusted diluted EPS was $1.96, 16.0% higher than adjusted diluted EPS in the same quarter last year.
Adjusted EBITDA was $84.0 million, down 1.5% compared to last year. Adjusted EBITDA margin for the quarter was 30.6%, comparable to adjusted EBITDA margin of 30.6% in the same quarter last year.

Electronic Materials – Revenue was $222.8 million for the quarter, 2.5% higher than revenue in the same quarter last year. Higher revenue in CMP slurries and electronic chemicals more than offset lower revenue in CMP pads. Adjusted EBITDA was $71.4 million, or 32.0% of revenue.

Performance Materials
– Revenue was $51.4 million for the quarter, 16.0% lower than revenue in the same quarter last year, driven primarily by a pandemic-related decline in demand for pipeline performance products. Higher revenue in the wood treatment and QED businesses partially offset this impact. Adjusted EBITDA was $22.4 million, or 43.6% of revenue.

Key Financial Information for the Full Fiscal Year 2020

Revenue was a record $1,116.3 million, 7.6% higher than the revenue reported in the prior year primarily due to the full year impact of the KMG acquisition. Revenue was 1.5% higher compared to the $1,099.7 million pro forma revenue in the fiscal year 2019 primarily due to higher revenue in CMP slurries and wood treatment products.
Net income was a record $142.8 million, 264.2% higher than the prior year. Adjusted net income was a record $220.8 million, 12.9% higher compared to adjusted net income in the prior year, and 11.3% higher than adjusted pro forma net income last year. The increase compared to adjusted pro forma net income was due primarily to higher revenue, lower operating expenses, and lower interest expense in fiscal year 2020.
Diluted EPS was a record $4.83, 257.8% higher than the prior year. Adjusted diluted EPS was a record $7.47, 11.0% higher than adjusted diluted EPS in the prior year and 11.2% higher than adjusted pro forma diluted EPS in the prior year.
Adjusted EBITDA was a record $357.8 million, up 7.3% compared to adjusted EBITDA last year and up 3.6% compared to adjusted pro forma EBITDA in the prior year. Adjusted EBITDA margin was 32.1%, compared to adjusted EBITDA margin of 32.1% and adjusted pro forma EBITDA margin of 31.4% in the prior year.

Guidance for the First Quarter and Full Fiscal Year 2021

With continued uncertainty as to the ongoing macroeconomic environment and the impact of the COVID-19 pandemic on the industries in which the company participates, the company currently expects revenue in the first quarter of fiscal 2021 to be approximately flat to up low single digits compared to the company’s revenue in the fourth quarter. Sequentially, Electronic Materials revenue is expected to be approximately flat to up low single digits and Performance Materials revenue is expected to be approximately flat.

The company currently expects full fiscal year 2021 adjusted EBITDA to be between $358 million and $385 million.

Additional current expectations are provided on slide 9 in the related slide presentation.

RELATED SLIDE PRESENTATION

A slide presentation related to this press release will be available at cmcmaterials.com in the Quarterly Results section of the Investor Relations center at approximately the same time that this press release is issued.

CONFERENCE CALL

CMC Materials’ quarterly earnings conference call will be held at 10:00 a.m. Eastern Time (9:00 a.m. Central Time) on Thursday, November 12. The conference call will be available via live webcast and replay from the company’s website, cmcmaterials.com, or by phone at (833) 714-0937. Callers outside the U.S. may dial (778) 560-2685. The conference code for the call is 7063856. A transcript of the formal comments made during the conference call will also be available in the Investor Relations section of the company’s website.

ABOUT CMC MATERIALS, INC.

CMC Materials, Inc., headquartered in Aurora, Illinois, is a leading global supplier of consumable materials to semiconductor manufacturers and pipeline companies. The company’s products play a critical role in the production of advanced semiconductor devices, helping to enable the manufacture of smaller, faster and more complex devices by its customers. CMC Materials, Inc. is also a leading provider of performance materials to pipeline operators. The company’s mission is to create value by delivering high-performing and innovative solutions that solve its customers’ challenges. The company has approximately 2,100 employees globally. For more information about CMC Materials, Inc., visit www.cmcmaterials.com, or contact Colleen Mumford, Vice President, Communications and Marketing, at 630-499-2600.

USE OF CERTAIN GAAP AND NON-GAAP ADJUSTED FINANCIAL INFORMATION

The company’s financial results are provided in accordance with accounting principles generally accepted in the United States of America (GAAP) and using certain non-GAAP financial measures. In particular, the Company presents the following non-GAAP financial measures: adjusted net income, adjusted diluted earnings per share, adjusted EBITDA, adjusted EBITDA margin, free cash flow, and net debt. The company has also presented the following non-GAAP pro forma measures: adjusted pro forma EBITDA, adjusted pro forma EBITDA margin, adjusted pro forma net income and adjusted pro forma diluted earnings per share. Adjusted EBITDA is defined as earnings before interest, income taxes, depreciation and amortization, and excludes certain items that affect comparability from period to period. Adjusted EBITDA margin is defined as adjusted EBITDA as a percentage of revenue. The non-GAAP pro forma measures present the results as if the company’s acquisition of KMG Chemicals, Inc. (“KMG”)(“Acquisition”), had been included in the company’s results beginning October 1, 2018 and adjusts for certain items that affect comparability from period to period.

The non-GAAP financial measures provided in this press release is a supplement to, and not a substitute for, the company’s financial results presented in accordance with U.S. GAAP. These non-GAAP financial measures are provided to enhance the investor’s understanding about the company’s ongoing operations. Specifically, the company believes the impact of the adjustments related to the Acquisition, such as expenses incurred to complete the Acquisition and related integration and acquisition-related amortization expenses, costs of restructuring related to the wood treatment business and related adjustments in fiscal 2020, costs related to the KMG-Bernuth warehouse fire net of insurance recovery, costs incurred in fiscal 2020 related to the COVID-19 pandemic (“Pandemic”) net of grants received, the effects of Tax Cuts and Jobs Act in December 2017 in the United States (“Tax Act”) and the issued final regulations related to the Tax Act, and in fiscal 2019, impact of fair value adjustments to inventory acquired from KMG, are not indicative of its core operating results and thus presents these certain measures excluding these effects. The presentation of non-GAAP financial measures and non-GAAP pro forma measures is not meant to be considered in isolation or as a substitute for results prepared and presented in accordance with U.S. GAAP. Reconciliations of non-GAAP measures to their most comparable GAAP measures are included in the financial statements portion of this press release.

Adjusted EBITDA for the Electronic Materials and Performance Materials segments is presented in conformity with Accounting Standards Codification Topic 280, Segment Reporting. This measure is reported to the chief operating decision maker for purposes of making decisions about allocating resources to the segments and assessing their performance. For these reasons, this measure is excluded from the definition of non-GAAP financial measures under the SEC Regulation G and Item 10(e) of Regulation S-K.

FORWARD LOOKING STATEMENTS

This press release contains forward-looking statements, which address a variety of subjects including, for example, future sales and operating results; growth or contraction, and trends in the industries and markets in which the company participates such as the semiconductor, and oil and gas, industries; the acquisition of, investment in, or collaboration with other entities, including the company’s acquisition of KMG, and the expected benefits and synergies of such acquisitions; divestment or disposition, or cessation of investment in certain, of the company’s businesses; new product introductions; development of new products, technologies and markets; product performance; the financial conditions of the company’s customers; the competitive landscape that relates to the company’s business; the company’s supply chain; natural disasters; various economic or political factors and international or national events, including related to global public health crises such as the COVID-19 pandemic, and the enactment of trade sanctions, tariffs, or other similar matters; the generation, protection and acquisition of intellectual property, and litigation related to such intellectual property or third party intellectual property; environmental, health and safety laws and regulations, and related compliance; the operation of facilities by the company; the company’s management; foreign exchange fluctuation; the company’s current or future tax rate, including the effects of changes to tax laws in the jurisdictions in which the company operates; cybersecurity threats; financing facilities and related debt, pay off or payment of principal and interest, and compliance with covenants and other terms; and, uses and investment of the company’s cash balance, including dividends and share repurchases, which may be suspended, terminated or modified at any time for any reason by the company, based on a variety of factors. Statements that are not historical facts, including statements about CMC Materials’ beliefs, plans and expectations, are forward-looking statements. Such statements are based on current expectations of CMC Materials’ management and are subject to a number of factors and uncertainties, which could cause actual results to differ materially from those described in the forward-looking statements. For information about factors that could cause actual results to differ materially from those described in the forward-looking statements, please refer to CMC Materials’ filings with the Securities and Exchange Commission (“SEC”), including the risk factors contained in CMC Materials’ Annual Report on Form 10-K for the fiscal year ended September 30, 2020 to be filed by November 27, 2020, its Annual Report on Form 10-K for the fiscal year ended September 30, 2019 and its Quarterly Report on Form 10-Q for the quarter ended June 30, 2020. Except as required by law, CMC Materials undertakes no obligation to update forward-looking statements made by it to reflect new information, subsequent events or circumstances.

Contact:

Colleen Mumford
Vice President, Communications and Marketing
CMC Materials, Inc.
(630) 499-2600

CMC MATERIALS, INC.

CONSOLIDATED STATEMENTS OF INCOME

(Unaudited and amounts in thousands, except per share amounts)

	Quarter Ended									Year Ended
	September 30, 2020			June 30, 2020			September 30, 2019			September 30, 2020			September 30, 2019

Revenue	$	274,207		$	274,727		$	278,645		$	1,116,270		$	1,037,696
Cost of sales	157,144			152,973			165,535			627,669			595,043
Gross profit	117,063			121,754			113,110			488,601			442,653

Operating expenses:
Research, development and technical	14,105			12,165			12,698			52,311			51,707
Selling, general and administrative	54,576			51,847			50,663			217,071			213,078
Asset impairment charges	2,314			—			67,372			2,314			67,372
Total operating expenses	70,995			64,012			130,733			271,696			332,157

Operating income (loss)	46,068			57,742			(17,623		)	216,905			110,496
Interest expense	9,431			10,406			12,703			42,510			45,681
Interest income	81			131			342			670			2,346
Other (expense), net	(110		)	(201		)	(1,158		)	(1,718		)	(4,055		)
Income (loss) before income taxes	36,608			47,266			(31,142		)	173,347			63,106
Provision for income taxes (benefit)	(247		)	12,741			(10,899		)	30,519			23,891

Net income (loss)	$	36,855		$	34,525		$	(20,243	)	$	142,828		$	39,215

Basic earnings (loss) per share	$	1.27		$	1.19		$	(0.70	)	$	4.90		$	1.37

Diluted earnings (loss) per share	$	1.25		$	1.17		$	(0.70	)	$	4.83		$	1.35

Weighted average basic shares outstanding	29,082			29,079			29,084			29,136			28,571

Weighted average diluted shares outstanding	29,520			29,456			29,084			29,580			29,094

CMC MATERIALS, INC.

CONSOLIDATED CONDENSED BALANCE SHEETS

(Unaudited and amounts in thousands)

	September 30, 2020		September 30, 2019
ASSETS:

Current assets:
Cash and cash equivalents	$	257,354	$	188,495
Accounts receivable, net	134,023		146,113
Inventories	159,134		145,278
Prepaid expenses and other current assets	26,558		28,670
Total current assets	577,069		508,556

Property, plant and equipment, net	362,067		276,818
Other long-term assets	1,437,331		1,476,392
Total assets	$	2,376,467	$	2,261,766

LIABILITIES AND STOCKHOLDERS’ EQUITY:

Current liabilities:
Accounts payable	$	49,254	$	54,529
Current portion of long-term debt	10,650		13,313
Accrued expenses, income taxes payable and other current liabilities	121,442		103,618
Total current liabilities	181,346		171,460

Long-term debt, net of current portion	910,764		928,463
Other long-term liabilities	210,044		181,466
Total liabilities	1,302,154		1,281,389

Stockholders’ equity	1,074,313		980,377
Total liabilities and stockholders’ equity	$	2,376,467	$	2,261,766

CMC MATERIALS, INC.

Unaudited Reconciliation of Certain GAAP Financial Measures to Certain Non-GAAP Financial Measures

(Unaudited and amounts in thousands, except per share and percentage amounts)

Reconciliation of GAAP Net Income to Non-GAAP Adjusted Net Income
	Three Months Ended						Twelve Months Ended
	September 30, 2020			September 30, 2019			September 30, 2020			September 30, 2019
GAAP Net income (loss)	$	36,855		$	(20,243	)	$	142,828		$	39,215

Amortization of acquisition related intangibles	21,391			16,685			85,550			59,921
Acquisition and integration-related expenses	3,067			1,601			10,852			34,709
Costs related to KMG-Bernuth warehouse fire, net of insurance recovery	(137		)	5,455			1,078			9,905
Net costs related to restructuring of wood treatment business¹	72			1,530			(216		)	1,530
Costs related to Pandemic, net of grants received	500			—			849			—
Charges for fair value write-up of acquired inventory sold	—			—			—			14,869
U.S. tax reform	9			36			47			8,905
Charges related to asset impairment of wood treatment	2,314			67,372			2,314			67,372
Tax effect on adjustments to net income²	(6,092		)	(22,510		)	(22,456		)	(40,742		)
Adjusted Net income	$	57,979		$	49,926		$	220,846		$	195,684

Reconciliation of GAAP Diluted Earnings Per Share to Non-GAAP Adjusted Diluted Earnings Per Share
	Three Months Ended					Twelve Months Ended
	September 30, 2020		September 30, 2019			September 30, 2020			September 30, 2019
GAAP Diluted earnings (loss) per share	$	1.25	$	(0.70	)	$	4.83		$	1.35
Adjustments (net of tax)² :
Amortization of acquisition related intangibles	0.56		0.45			2.26			1.59
Acquisition and integration-related expenses	0.08		0.05			0.28			1.06
Costs related to KMG-Bernuth warehouse fire, net of insurance recovery	—		0.15			0.03			0.26
Net costs related to restructuring of wood treatment business¹	—		0.04			(0.01		)	0.04
Costs related to the Pandemic, net of grants received	0.01		—			0.02			—
Charges for fair value write-up of acquired inventory sold	—		—			—			0.39
Charges related to asset impairment of wood treatment	0.06		1.70			0.06			1.73
U. S tax reform	—		—			—			0.31
Adjusted Diluted earnings per share	$	1.96	$	1.69		$	7.47		$	6.73

GAAP diluted common shares outstanding		29,520		29,084			29,580			29,094
Effect of dilutive securities		—		526			—			—
Adjusted diluted common shares outstanding		29,520		29,610			29,580			29,094

Reconciliation of GAAP Revenue to Non-GAAP Adjusted Gross Profit and Gross Margin
	Three Months Ended						Twelve Months Ended
	September 30, 2020			September 30, 2019			September 30, 2020			September 30, 2019
GAAP Revenue	$	274,207		$	278,645		$	1,116,270		$	1,037,696
Cost of sales	157,144			165,535			627,669			595,043
Gross profit	$	117,063		$	113,110		$	488,601		$	442,653
Gross margin	42.7		%	40.6		%	43.8		%	42.7		%

Adjustments:
Amortization of acquisition related intangibles	3,487			3,247			13,552			12,589
Costs related to KMG-Bernuth warehouse fire, net of insurance recovery	(137)			5,294			1,078			9,494
Net costs related to restructuring of wood treatment business¹	72			1,530			(216)			1,530
Costs related to the Pandemic, net of grants received	277			—			506			—
Charges for fair value write-up of acquired inventory sold	—			—			—			14,869
Adjusted gross profit	$	120,762		$	123,181		$	503,521		$	481,135
Adjusted gross margin	44.0		%	44.2		%	45.1		%	46.4		%

Reconciliation of GAAP Operating expenses to Non-GAAP Adjusted Operating expenses
	Three Months Ended						Twelve Months Ended
	September 30, 2020			September 30, 2019			September 30, 2020			September 30, 2019
GAAP Research, development and technical	$	14,105		$	12,698		$	52,311		$	51,707
GAAP Selling, general, and administrative	54,576			50,663			217,071			213,078
GAAP Asset impairment charges	2,314			67,372			2,314			67,372
Operating expenses	$	70,995		$	130,733		$	271,696		$	332,157
Adjustments³ :
Amortization of acquisition related intangibles	(17,904		)	(13,438		)	(71,998		)	(47,332		)
Acquisition and integration-related expenses	(3,067		)	(1,601		)	(10,852		)	(34,709		)
Costs related to KMG-Bernuth warehouse fire, net of insurance recovery	—			(161		)	—			(411		)
Costs related to the Pandemic, net of grants received	(223		)	—			(343		)	—
Charges related to asset impairment of wood treatment	(2,314		)	(67,372		)	(2,314		)	(67,372		)
Adjusted operating expenses	$	47,487		$	48,161		$	186,189		$	182,333

Reconciliation of GAAP Net Income to Non-GAAP Adjusted EBITDA and EBITDA Margin

	Three Months Ended						Twelve Months Ended
	September 30, 2020			September 30, 2019			September 30, 2020			September 30, 2019
GAAP Net income (loss)	$	36,855		$	(20,243)		$	142,828		$	39,215
Interest expense	9,431			12,703			42,510			45,681
Interest income	(81)			(342)			(670)			(2,346)
Provision for income taxes (benefit)	(247)			(10,899)			30,519			23,891
Depreciation & amortization	32,221			28,116			127,737			98,592
EBITDA	78,179			9,335			342,924			205,033
EBITDA margin	28.5		%	3.4		%	30.7		%	19.8		%

Adjustments (pre-tax):
Acquisition and integration-related expenses	3,067			1,601			10,852			34,709
Costs related to KMG-Bernuth warehouse fire, net of insurance recovery	(137)			5,455			1,083			9,905
Net costs related to restructuring of wood treatment business¹	72			1,530			(221)			1,530
Costs related to the Pandemic, net of grants received	500			—			849			—
Charges for fair value write-up of acquired inventory sold	—			—			—			14,869
Charges related to asset impairment of wood treatment	2,314			67,372			2,314			67,372
Adjusted EBITDA	$	83,995		$	85,293		$	357,801		$	333,418
Adjusted EBITDA margin	30.6		%	30.6		%	32.1		%	32.1		%

Fiscal Year 2021 Guidance Reconciliation ⁴

	Fiscal Year 2021		Fiscal Year 2021
	Low		High
Net income	$	142,000	$	163,000
Interest expense, net⁵	39,000		39,000
Provision for income taxes⁵	40,000		46,000
Depreciation⁵	52,500		52,500
Amortization	85,000		85,000
Adjusted EBITDA Guidance – Consolidated	$	358,500	$	385,500

Reconciliation of Cash Flow From Operations to Free Cash Flow

	September 30, 2020			September 30, 2019
Net cash provided by operating activities	$	287,284		$	174,981
Less: Capital expenditures	125,839			55,972
Free cash flow	$	161,445		$	119,009

Net cash used in investing activities	$	(124,252	)	$	(1,232,976	)

Net cash provided by (used in) financing activities	$	(97,656	)	$	894,432

Reconciliation of GAAP Debt to Net Debt

	September 30, 2020		September 30, 2019
Total short-term and long-term debt	$	921,414	$	941,776
Less: Cash and cash equivalents	257,354		188,495
Total net debt	$	664,060	$	753,281

¹ Represents adjustments to previously recorded severance liability related to the wood treatment business.
²Tax effect on the adjustments were calculated using the U.S. Federal and state blended tax rate for the respective periods as the related adjustments are mainly U.S. driven.
³All the adjustments are related to the Selling, general and administrative expenses.
⁴ This is a reconciliation of our indicated full year net income to our adjusted EBITDA. The amounts above may not reflect certain future charges costs and/or gains that are inherently difficult to predict and estimate due to their unknown timing, effect and/or significance, including impairment charges associated with the anticipated closure of our wood treatment business.
⁵ Amounts represent the mid-point of the current financial guidance provided on November 11, 2020.

SUPPLEMENTAL UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

The following Unaudited Pro Forma Condensed Combined Financial Information is presented to illustrate the estimated effects of the company’s acquisition of KMG (the “Acquisition”), which was consummated on November 15, 2018 (the “Acquisition Date”), based on the historical results of operations of CMC Materials and KMG. The following Unaudited Pro Forma Condensed Combined Statements of Income for the twelve months ended September 30, 2019 are based on the historical financial statements of CMC Materials and KMG after giving effect to the Acquisition, and the assumptions and adjustments described in the accompanying notes to these Unaudited Pro Forma Condensed Combined Statements of Income.

The historical CMC Materials Consolidated Statement of Income for the twelve months ended September 30, 2019 was based upon and should be read in conjunction with, the CMC Materials historical audited consolidated financial statements and accompanying notes as of and for the year ended September 30, 2019 included in CMC Materials Annual Report on Form 10-K filed on November 27, 2019. The historical KMG Consolidated Statements of Income for the twelve months ended September 30, 2019 includes information derived from KMG’s books and records. Prior to the Acquisition, KMG was on a July 31st fiscal year end reporting cycle. These pro forma financials include KMG’s actual pre-acquisition results with the months aligned to CMC Materials’ fiscal periods, and therefore, they do not align with consolidated financial statements included in KMG’s Quarterly or Annual Reports on Form 10-Q or 10-K.

The Unaudited Pro Forma Condensed Combined Statements of Income are presented as if the Acquisition had been consummated on October 1, 2017, the first business day of our 2018 fiscal year, and combine the historical results of CMC Materials and KMG, which is consistent with internal management reporting, after primarily giving effect to the following assumptions and adjustments:

Application of the acquisition method of accounting;
Elimination of transaction costs incurred in connection with the Acquisition;
Adjustments to reflect the new financing arrangements entered into and legacy financing arrangements retired in connection with the Acquisition;
The exchange of 0.2000 share(s) of Cabot Microelectronics common stock for each share of KMG common stock; and
Conformance of accounting policies.

The Unaudited Pro Forma Condensed Combined Financial Information was prepared using the acquisition method of accounting, which requires, among other things, that assets acquired and liabilities assumed in a business combination be recognized at their fair values as of the completion of the acquisition. We utilized estimated fair values at the Acquisition Date to allocate the total consideration exchanged to the net tangible and intangible assets acquired and liabilities assumed. This allocation was completed in the first quarter of fiscal year 2020.

The Unaudited Pro Forma Condensed Combined financial information has been prepared on the basis of SEC Regulation S-X Article 11 and is not necessarily indicative of the results of operations that would have been realized had the transactions been completed as of the dates indicated, nor are they meant to be indicative of our anticipated combined future results. In addition, the accompanying Unaudited Pro Forma Condensed Combined Statements of Income do not reflect any additional anticipated synergies, operating efficiencies, cost savings, or any integration costs that may result from the Acquisition.

The historical consolidated financial information has been adjusted in the accompanying Unaudited Pro Forma Condensed Combined Statements of Income to give effect to unaudited pro forma events that are (1) directly attributable to the transaction, (2) factually supportable and (3) are expected to have a continuing impact on the results of operations of the combined company. As a result, under SEC Regulation S-X Article 11, certain non-recurring expenses such as deal costs and compensation expenses related to severance or accelerated stock compensation and certain non-cash costs related to the fair value step-up of inventory are eliminated from pro forma results in the periods presented. Certain recurring historical KMG expenses related to depreciation, amortization, financing costs and costs of sales have been adjusted as if the Acquisition had occurred on October 1, 2017.

The Unaudited Pro Forma Condensed Combined Financial Information, including the related notes included herein, should be read in conjunction with CMC Materials’ Current Report on Form 8-K/A filed on January 30, 2019, as well as our consolidated financial statements included in this release and the historical consolidated financial statements and related notes of CMC Materials and KMG, which are available to the public at the SEC’s website at www.sec.gov.

CMC Materials, Inc.

Unaudited Pro Forma Condensed Combined Statement of Income

For the Year Ended September 30, 2019

(in thousands, except per share data)

	CMC Materials			KMG Chemicals⁽¹⁾
	Year Ended September 30, 2019			October 1, 2018 to November 14, 2018			Presentation Reclassification ⁽²⁾			Pro Forma Adjustments⁽³⁾			Pro Forma Combined

Revenue	$	1,037,696		$	61,978		$	—		$	—		$	1,099,674
Cost of sales	595,043			36,534			4,741			(13,015		)	623,303
Gross profit	442,653			25,444			(4,741		)	13,015			476,371
Operating expenses:
Distribution expenses	—			4,741			(4,741		)	—			—
Research, development and technical	51,707			—			—			—			51,707
Selling, general and administrative expenses	213,078			40,504			—			(31,824		)	221,758
Amortization of intangibles	—			1,943			—			(1,943		)	—
Asset impairment charges	67,372			—			—			(16,186		)	51,186
Total operating expenses	332,157			47,188			(4,741		)	(49,953		)	324,651
Operating income (loss)	110,496			(21,744		)	—			62,968			151,720
Interest expense	45,681			8,537			—			(475		)	53,743
Interest income	2,346			51			—			—			2,397
Derivative fair value gain	—			567			—			(567		)	—
Other (expense), net	(4,055		)	(258		)	—			—			(4,313		)
Income (loss) before income taxes	63,106			(29,921		)	—			62,876			96,061
Provision for income taxes (benefit)	23,891			(3,722		)	—			6,219			26,388
Net income (loss)	$	39,215		$	(26,199	)	$	—		$	56,657		$	69,673

Basic earnings per share	$	1.37											$	2.40

Weighted average basic shares outstanding	28,571												28,979

Diluted earnings per share	$	1.35											$	2.36

Weighted average diluted shares outstanding	29,094												29,502

¹ KMG results that occurred prior to the Acquisition on November 15, 2018.
² Represents the reclassification of KMG distribution expenses from operating expenses to cost of sales, in order to conform with CMC Material’s accounting policies.
³ Certain pro forma adjustments related to depreciation, amortization, financing costs and costs of sales have been made for the October 1, 2018 to September 30, 2019 period assuming that the Acquisition occurred on October 1, 2017. Additionally, nonrecurring pro forma adjustments have been made for deal costs, compensation expenses related to severance or accelerated stock compensation, and the fair value step-up of inventory directly attributable throughout the twelve-month period.

CMC Materials, Inc.

Summary of Unaudited Pro Forma Adjustments

(in thousands)	Year Ended September 30, 2019
Impact to cost of sales:
Depreciation and amortization, net^(a)	$	1,855
Inventory step-up^(b)	(14,870		)
Impact to cost of sales	$	(13,015	)

Impact to operating expense:
Depreciation and amortization step up^(a)	30,689
Asset impairment true up^(c)	(16,186		)
Compensation expense^(d)	(38,099		)
Deal costs^(e)	(24,414		)
Historical KMG amortization in other operating expenses removal^(a)	(1,943		)
Impact to operating expense	$	(49,953	)

Derivative fair value gain^(f)	(567		)

Interest expense^(g)	(475		)

Adjustments included in the accompanying Unaudited Pro Forma Condensed Combined Statements of Income are as follows:

Depreciation and amortization expense are adjusted by removing depreciation and amortization associated with legacy KMG assets and assigning a pro forma expense based on the fair value of the assets on the date of the Acquisition. For periods after the date of the Acquisition, there is no pro forma adjustment for Depreciation and actual booked depreciation is reflected on a straight-line basis. Depreciation costs are allocated to costs of sales and selling, general and administrative expenses based on historical KMG allocations. Amortization costs are allocated to costs of sales or selling, general and administrative expense based on the use of the asset, where applicable.
Cost of sales is impacted by increased inventory balance caused by the non-cash impact of the step up to fair value of the inventory. The incremental costs of sales driven by the inventory step-up during the period have been removed.
During the fiscal year ended September 30, 2019, an impairment charge in the amount of $67.4 million was incurred related to the Wood Treatment business, which was acquired from KMG. While still within the one-year remeasurement period after the Acquisition Date, it was determined that the facts and circumstances that triggered the impairment were not known, or could have been reasonably known, at the time of the transaction. Further, it was determined that the impairment charge was not directly attributable to the transaction and therefore, would not be wholly removed for purposes of pro forma reporting. Since the impairment charge taken for September 2019 reported results was based on the actual Acquisition Date while the pro forma financials are based upon an October 1, 2017 acquisition date, the pro forma adjustment of $16.2 million to reduce the impairment charge to $51.2 million for pro forma results is required. This adjustment reflects the difference between amortization and depreciation expense recognized post-acquisition from the earlier pro forma acquisition date vs. the amortization and depreciation expense recognized in reported results from the actual Acquisition Date. The impairment adjustment is tax effected at 25.3%, which considers the taxing jurisdictions where the impaired assets are held (United States and Mexico) and the period for which the impairment is deemed to have occurred (the twelve months ended September 30, 2019).
Directly attributable and non-recurring compensation expense related to non-recurring retention expenses and stock award vesting directly attributable to the Acquisition are removed for pro forma purposes. For KMG stock awards that were replaced by CMC Material stock awards in connection with the Acquisition, the vesting for on-going service expenses are added as a pro forma adjustment.
The elimination of non-recurring deal costs incurred in connection with the Acquisition.
As a result of the Acquisition, there were non-recurring costs incurred by KMG as a result of retiring old debt. The costs associated with retiring the old debt facility and other financial instruments are removed for pro forma purposes. These instruments were retired as a result of the Acquisition and are not included in the pro forma results, which are presented as if the Acquisition had occurred on October 1, 2017.
Changes in interest expense as a result of financing associated with the Acquisition. The adjustments remove legacy KMG interest costs, including unused revolver fees and adds the costs associated with the new financing facilities as if the Acquisition occurred on October 1, 2017. The calculation of interest expense considers the changing LIBOR rate and uses monthly period end averages from October 1, 2017 to September 30, 2019.

We calculated the income tax effect of the pro forma adjustments using a 21.4% tax rate, which represents the weighted average statutory tax rate for the year ended September 30, 2019.

We calculated the unaudited pro forma weighted average number of diluted shares outstanding by adding the number of shares issued in the Acquisition to the amount disclosed in the historical CMC Quarterly and Annual Reports on Form 10-Q and 10-K. The basic and diluted EPS calculation takes pro forma net income divided by the applicable number of shares outstanding.

Reconciliation of Pro Forma and Non-GAAP Adjusted Pro Forma Information

The company reports its financial results in accordance with U.S. GAAP and pro forma information in accordance with SEC Regulation S-X Article 11. However, management believes that certain non-GAAP financial measures that reflect the way that management evaluates the business may provide investors with additional information regarding the company’s results, trends and ongoing performance on a comparable basis. These measures, referred to as, “adjusted pro forma”, begin with pro forma results that are prepared in accordance with SEC Regulation S-X Article 11 and are then adjusted for the following additional items:

Removal of amortization of acquisition related intangibles, since management believes that these costs are not indicative of the company’s core operating performance.
Removal of integration expenses.
Adjustment for U.S. Tax Reform, which represents a significant item affecting comparability among periods.
Removal of certain costs related to a warehouse fire at KMG-Bernuth and the restructuring and asset impairment charges of wood treatment business.

Reconciliations for these items are provided below. Amounts in thousands, except per share and percentage amounts.

Unaudited Reconciliation of Pro Forma Net Income to Non-GAAP Adjusted Pro Forma Net Income

	Twelve Months Ended
	September 30, 2019
Pro forma net income	$	69,673
Adjustments (net of tax):
Amortization of acquisition related intangibles	70,913
Integration expenses	1,913
Costs related to KMG-Bernuth warehouse fire	7,683
Costs related to restructuring of wood treatment business	1,075
Charges related to asset impairment of wood treatment business	38,215
U. S tax reform	8,905
Adjusted pro forma net income	$	198,377

Unaudited Reconciliation of Pro Forma Revenue to Non-GAAP Adjusted Pro Forma Gross Profit and Gross Margin

	Twelve Months Ended
	September 30, 2019
Pro forma revenue	$	1,099,674
Cost of sales	623,303
Gross profit and gross margin	476,371		43.3	%
Adjustments:
Amortization of acquisition related intangibles	13,879		1.3	%
Costs related to KMG-Bernuth warehouse fire	9,494		0.9	%
Costs related to restructuring of wood treatment business	1,530		0.1	%
Adjusted pro forma gross profit and adjusted gross margin	$	501,274	45.6	%

Unaudited Reconciliation of Pro Forma Diluted Earnings (Loss) Per Share to Non-GAAP Adjusted Pro Forma Diluted Earnings Per Share
	Twelve Months Ended
	September 30, 2019
Pro forma diluted earnings per share	$	2.36
Adjustments (net of tax)¹:
Amortization of acquisition related intangibles	2.40
Integration expenses	0.06
Costs related to KMG-Bernuth warehouse fire	0.26
Costs related to restructuring of wood treatment business	0.04
Charges related to asset impairment of wood treatment business	1.30
U. S tax reform	0.30
Adjusted pro forma diluted earnings per share	$	6.72

¹ Tax effect on the adjustments was calculated using the U.S. Federal and state blended tax rate for the respective periods as the related adjustments are mainly U.S. driven.

Unaudited Reconciliation of Pro Forma Revenue to Non-GAAP Adjusted Pro Forma EBITDA and EBITDA Margin

	Twelve Months Ended
	September 30, 2019
Pro forma net income	$	69,673
Interest expense	53,743
Interest income	(2,397		)
Depreciation and amortization	132,942
Provision for income taxes	26,388
Pro forma EBITDA and EBITDA margin	280,349			25.5	%
Adjustments (pre-tax):
Integration expenses	2,465			0.2	%
Costs related to KMG-Bernuth warehouse fire	9,905			0.9	%
Costs related to restructuring of wood treatment business	1,530			0.1	%
Charges related to asset impairment of wood treatment business	51,186			4.7	%
Adjusted pro forma EBITDA and EBITDA margin	$	345,435		31.4	%

November 11, 2020 7:03 pm

Bragar Eagel & Squire, P.C. Reminds Investors That Class Action Lawsuits Have Been Filed Against Las Vegas Sands, Innate Pharma, JPMorgan, and First American Financial and Encourages Investors to Contact the Firm

NEW YORK, Nov. 11, 2020 (GLOBE NEWSWIRE) — Bragar Eagel & Squire, P.C., a nationally recognized shareholder rights law firm, reminds investors that class actions have been commenced on behalf of stockholders of Las Vegas Sands Corporation (NYSE: LVS), Innate Pharma S.A. (NASDAQ: IPHA), JPMorgan Chase & Co. (NYSE: JPM), and First American Financial Corporation (NYSE: FAF). Stockholders have until the deadlines below to petition the court to serve as lead plaintiff. Additional information about each case can be found at the link provided.

Las Vegas Sands Corporation (NYSE: LVS)

Class Period: February 27, 2016 to September 15, 2020

Lead Plaintiff Deadline: December 21, 2020

Las Vegas Sands was founded in 1988 and is based in Las Vegas, Nevada. The Company, together with its subsidiaries, develops, owns, and operates integrated resorts in Asia and the U.S., which offer various amenities.

Las Vegas Sands’ properties include, among others, the Marina Bay Sands resort in Singapore, which operates a casino.

On July 19, 2020, Bloomberg News reported that Las Vegas Sands had settled a lawsuit brought by a former patron, Wang Xi (“Xi”), meeting his demand for a S$9.1 million ($6.5 million) payment. Xi reportedly sued the Marina Bay Sands casino in 2019 to recover S$9.1 million of his funds that the casino allegedly transferred to other patrons from his casino deposit accounts in 2015 without his approval, which triggered a probe into the casino by local authorities. Bloomberg News also reported that the U.S. Department of Justice (“DOJ”) “is also scrutinizing whether anti-money laundering procedures had been breached in the way the Singapore casino handles high rollers.”

On this news, Las Vegas Sands’ stock price fell $1.41 per share, or 2.9%, to close at $47.28 per share on July 20, 2020.

Then, on September 16, 2020, Bloomberg reported that Marina Bay Sands “has hired a law firm to conduct a new investigation into employee transfers of more than $1 billion in gamblers’ money to third parties[.]” The article quoted the Singapore Casino Regulatory Authority (“CRA”) as stating that “there were weaknesses in [Marina Bay Sands’] casino control measures pertaining to fund transfers[.]”

On this news, Las Vegas Sands’ stock price fell $2.18 per share, or 4.2%, to close at $49.67 per share on September 16, 2020.

The complaint, filed on October 22, 2020, alleges that throughout the Class Period defendants made materially false and misleading statements regarding the Company’s business, operational, and compliance policies. Specifically, defendants made false and/or misleading statements and/or failed to disclose that: (i) weaknesses existed in Marina Bay Sands’ casino control measures pertaining to fund transfers; (ii) the Marina Bay Sands’ casino was consequently prone to illicit fund transfers that implicated, among other issues, the transfer of customer funds to unauthorized persons and potential breaches in the Company’s anti-money laundering procedures; (iii) the foregoing foreseeably increased the risk of litigation against the Company, as well as investigation and increased oversight by regulatory authorities; (iv) Las Vegas Sands had inadequate disclosure controls and procedures; (v) consequently, all the foregoing issues were untimely disclosed; and (vi) as a result, the Company’s public statements were materially false and misleading at all relevant times.

For more information on the Las Vegas Sands class action go to: https://bespc.com/cases/LVS

Innate Pharma S.A. (NASDAQ: IPHA)

Class Period: March 10, 2020 to September 8, 2020

Lead Plaintiff Deadline: December 22, 2020

On September 8, 2020, the Company submitted to the SEC a Form 6-K containing a press release summarizing the results of the first half of 2020, ended June 30, 2020 (the “1H2020 Results”). In the 1H2020 Results, defendants abruptly announced a change in the long-touted payment scheme with AstraZeneca.

On this news, Innate’s American Depositary Share (“ADS”) prices dropped $1.62, or over 26.6%, from closing at $6.07 on September 4, 2020, the previous trading day, to open at $4.82 on September 8, 2020, and declined throughout the trading day to close at $4.45.

The complaint, filed on October 23, 2020, alleges that throughout the Class Period defendants made false and/or misleading statements and/or failed to disclose that: (1) Innate touted the results of their various Phase 2 trials as being within expectations; (2) Innate continued to reassure investors that they were eligible for the $100 million payment upon first dosing of Phase 3 trials; (3) Innate failed to timely disclose their renegotiations with AstraZeneca to split the $100 million payment into two $50 million payments, to be partially contingent on performance during the Phase 3 trials; and (4) as a result, defendants’ statements about its business, operations, and prospects, were materially false and misleading and/or lacked a reasonable basis at all relevant times.

For more information on the Innate Pharma class action go to: https://bespc.com/cases/IPHA

JPMorgan Chase & Co. (NYSE: JPM)

Class Period: February 23, 2016 to September 23, 2020

Lead Plaintiff Deadline: December 23, 2020

On November 6, 2018, the Department of Justice announced in a press release that former JPMorgan precious metals trader John Edmonds pled guilty to commodities fraud and a spoofing conspiracy.

On August 20, 2019, the Department of Justice announced that another JPMorgan employee, Christian Trunz, pled guilty to spoofing charges, and had done so with the knowledge and consent of his supervisors.

On September 23, 2020, Bloomberg reported that the Company was nearing a settlement to resolve the spoofing charges.

On this news, shares of JPMorgan stock fell $2.04 per share, or 2%, to close at $92.74 per share on September 23, 2020.

On September 29, 2020, the Commodity Futures Trading Commission (“CFTC”) formally announced that it had ordered JPMorgan to pay $920 million to settle the spoofing and manipulation charges. According to the order, the Company failed to monitor its employees and ignored multiple red flags. The Company also provided the CFTC with misleading information.

The complaint, filed on October 24, 2020, alleges that throughout the Class Period defendants made false and/or misleading statements and/or failed to disclose that: (1) traders at the Company, with the knowledge and consent of their superiors, manipulated the precious metals market by “spoofing,” or placing fake orders to generate the appearance of market demand; (2) the Company had insufficient controls and compliance protocols to enable it to identify and stop the misconduct; (3) the Company’s earnings in the physical commodity market were, at least in part, ill-gotten; (4) such conduct would result in enhanced regulatory scrutiny; (5) the Company provided misleading information to CFTC investigators at early stages of the investigation into the misconduct; (6) resolution of the governmental investigation into the Company would result in a record-breaking $920 million fine; and (7) as a result, defendants’ statements about its business, operations, and prospects, were materially false and misleading and/or lacked a reasonable basis at all relevant times.

For more information on the JPMorgan securities class action case go to: https://bespc.com/cases/JPM

First American Financial Corporation (NYSE: FAF)

Class Period: February 17, 2017 to October 22, 2020

Lead Plaintiff Deadline: December 24, 2020

On May 24, 2019, KrebsOnSecurity.com (“KrebsOnSecurity”), a noted cybersecurity blog, reported a massive data exposure by First American in which approximately 885 million customer files were exposed by First American.

On this news, shares of First American fell $3.46, or over 6%, to close at $51.80 per share on May 25, 2019.

On October 22, 2020, First American filed a quarterly report on Form 10-Q with the SEC, announcing that the Company had received a Wells Notice regarding its massive security breach.

On this news the price of First American shares fell approximately $4.83 per share, or 9%, to close at $46.75 per share on October 22, 2020.

The complaint, filed on October 25, 2020, alleges that throughout the Class Period defendants made false and/or misleading statements and/or failed to disclose that: (1) the Company failed to implement basic security standards to protect its customers’ sensitive personal information and data; (2) the Company faced a heightened risk of cybersecurity failure due to its automation and efficiency initiatives; and (3) as a result, defendants’ public statements were materially false and misleading at all relevant times.

For more information on the First American Financial class action go to: https://bespc.com/cases/FAF

About
Bragar
Eagel
& Squire, P.C.:

Bragar Eagel & Squire, P.C. is a nationally recognized law firm with offices in New York and California. The firm represents individual and institutional investors in commercial, securities, derivative, and other complex litigation in state and federal courts across the country. For more information about the firm, please visit www.bespc.com. Attorney advertising. Prior results do not guarantee similar outcomes.

Contact Information:

Bragar Eagel & Squire, P.C.
Brandon Walker, Esq.
Melissa Fortunato, Esq.
Marion Passmore, Esq.
(212) 355-4648
[email protected]
www.bespc.com

November 11, 2020 7:01 pm

New Jersey Resources Board of Directors Declares Quarterly Dividend

New Jersey Resources Board of Directors Declares Quarterly Dividend

WALL, N.J.–(BUSINESS WIRE)–
The board of directors of New Jersey Resources (NYSE: NJR) unanimously declared a quarterly dividend on its common stock of $.3325 per share. The dividend will be payable on January 4, 2021 to shareowners of record as of December 16, 2020.

NJR has paid quarterly dividends continuously since its inception in 1952, and is committed to providing value to its shareowners with a competitive return.

About New Jersey Resources:

New Jersey Resources (NYSE: NJR) is a Fortune 1000 company that, through its subsidiaries, provides safe and reliable natural gas and clean energy services, including transportation, distribution, asset management and home services. NJR is composed of five primary businesses:

New Jersey Natural Gas, NJR’s principal subsidiary, operates and maintains over 7,500 miles of natural gas transportation and distribution infrastructure to serve over half a million customers in New Jersey’s Monmouth, Ocean, Morris, Middlesex and Burlington counties.
NJR Clean Energy Ventures invests in, owns and operates solar projects with a total capacity of more than 350 megawatts, providing residential and commercial customers with low-carbon solutions.
NJR Energy Services manages a diversified portfolio of natural gas transportation and storage assets and provides physical natural gas services and customized energy solutions to its customers across North America.
NJR Midstream serves customers from local distributors and producers to electric generators and wholesale marketers through its ownership of Leaf River Energy Center and the Adelphia Gateway Pipeline Project, as well as our 50 percent equity ownership in the Steckman Ridge natural gas storage facility, and our 20 percent equity interest in the PennEast Pipeline Project.
NJR Home Services provides service contracts as well as heating, central air conditioning, water heaters, standby generators, solar and other indoor and outdoor comfort products to residential homes throughout New Jersey.

NJR and its more than 1,100 employees are committed to helping customers save energy and money by promoting conservation and encouraging efficiency through Conserve to Preserve® and initiatives such as The SAVEGREEN Project® and The Sunlight Advantage®. For more information about NJR: www.njresources.com.

Follow us on Twitter @NJNaturalGas.

“Like” us on facebook.com/NewJerseyNaturalGas.

Download our free NJR investor relations app for iPad, iPhone and Android.

NJR-D

View source version on businesswire.com: https://www.businesswire.com/news/home/20201111005926/en/

Media:

Michael Kinney

732-938-1031

[email protected]

Investor:

Dennis Puma

732-938-1229

[email protected]

KEYWORDS: United States North America New Jersey

INDUSTRY KEYWORDS: Alternative Energy Energy Utilities Oil/Gas

MEDIA:

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November 11, 2020 6:52 pm

Vivint Smart Home to Participate in RBC Capital Markets Global Technology, Internet, Media & Telecommunications Investor Conference

Vivint Smart Home to Participate in RBC Capital Markets Global Technology, Internet, Media & Telecommunications Investor Conference

PROVO, Utah–(BUSINESS WIRE)–Vivint Smart Home, Inc. (NYSE: VVNT), a leading security and smart home company, today announced that it will present and host meetings with investors at the RBC Capital Markets Global Technology, Internet, Media, & Telecommunications Conference. Details of the presentation are as follows:

RBC Capital Markets Global Technology, Internet, Media, & Telecommunications Conference
Date:	Wednesday, November 18, 2020
Time:	4:40 p.m. Eastern Time

The presentation (fireside chat format) will be available via live audio webcast and archived on Vivint’s investor relations website at http://investors.vivint.com/.

About the Company

Vivint is a leading smart home company in North America. Vivint delivers an integrated smart home system with in-home consultation, professional installation and support delivered by its Smart Home Pros, as well as 24/7 customer care and monitoring. Dedicated to redefining the home experience with intelligent products and services, Vivint serves approximately 1.7 million customers throughout the U.S. and Canada. For more information, visit https://www.vivint.com.

Source: Vivint Smart Home, Inc.

VVNT-E

View source version on businesswire.com: https://www.businesswire.com/news/home/20201111005924/en/

Investor Relations Contact:

Nate Stubbs

VP, Investor Relations

[email protected]

KEYWORDS: United States North America Utah

INDUSTRY KEYWORDS: Technology Construction & Property Security Software Networks Internet Data Management Residential Building & Real Estate Consumer Electronics

MEDIA:

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November 11, 2020 6:34 pm

WestKam Gold Corp. Announces Closing of Private Placement and Director Change

Not for distribution to United States newswire services or for dissemination in the United States.

VANCOUVER, British Columbia, Nov. 11, 2020 (GLOBE NEWSWIRE) — WestKam Gold Corp. (TSX-V: WKG) (the “Company” or “WestKam”), announces that it has completed the closing of its non-brokered $0.12/unit private placement previously announced on September 28, 2020, and has issued 8,125,331 units for gross proceeds of $975,039.72. In connection with this private placement, the Company paid a total of $7,912.80 and issued a total of 65,940 warrants as finder’s fees. Each finder’s warrant is exercisable for one common share at a price of $0.20 for 5 years. All securities issued under this financing are subject to a hold period expiring March 11, 2021, in accordance with applicable securities laws and the policies of the TSX Venture Exchange.

WestKam is also very pleased to announce the appointment of Mr. Catalin Kilofliski to the Board of Directors of the Company as an independent director. Mr. Kilofliski has over 25 years of senior leadership and extensive expertise in mining, senior management, capital markets and corporate development within several publicly listed junior exploration companies. Most recently, he has served as the Director Corporate Development for TSX.V listed Tudor Gold Corp and was instrumental in growing the company from $30 million to over $500 million in market capitalization. Prior to that, he was the CEO of TSX Listed Canarc Resource Corp. Before that position, he worked for TSX listed Aurcana Corporation and Selwyn Resources Ltd. as Director Corporate Development. In the last decade, Mr. Kilofliski helped raise over $300M in equity, debt and JV capital and was instrumental in creating significant shareholder value for various junior mining companies. Mr. Kilofliski’s academic background includes earning a BA degree in Business Administration and Finance from the University of Economics, Bucharest, Romania.

The Company also announces that Mr. Peter Jensen has resigned as a director of the Company. The Company would like to thank Mr. Jensen for his contributions to the Company and wish him well in his future endeavours.

This news release does not constitute an offer to sell or a solicitation of an offer to buy any of the securities in the United States of America.

The securities have not been and will not be registered under the United States Securities Act of 1933 (the “1933 Act”) or any state securities laws and may not be offered or sold within the United States or to U.S. Persons (as defined in the 1933 Act) unless registered under the 1933 Act and applicable state securities laws, or an exemption from such registration is available.

A
bout
WestKam
Gold Corp.

WestKam is a Canadian gold exploration company focused on developing the Bonaparte Gold Project near Kamloops, British Columbia. Additional information can be found on the Company’s website at www.westkamgold.com.

ON BEHALF OF THE BOARD OF DIRECTORS

“Matthew Wayrynen”

Matthew Wayrynen, President & CEO

WestKam Gold Corp. Suite 900, 570 Granville Street Vancouver, BC V6C 3P1		Contact:		Investor Relations [email protected] www.westkamgold.com

Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in policies of the

TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

Forward-looking information

All statements included in this press release that address activities, events or developments that the Company expects, believes or anticipates will or may occur in the future are forward-looking statements. These forward-looking statements involve numerous assumptions made by the Company based on its experience, perception of historical trends, current conditions, expected future developments and other factors it believes are appropriate in the circumstances. In addition, these statements involve substantial known and unknown risks and uncertainties that contribute to the possibility that the predictions, forecasts, projections and other forward-looking statements will prove inaccurate, certain of which are beyond the Company’s control. Readers should not place undue reliance on forward-looking statements. Except as required by law, the Company does not intend to revise or update these forward-looking statements after the date hereof or revise them to reflect the occurrence of future unanticipated events