Sumitovant Biopharma and Urovant Sciences Announce Sumitovant’s Acquisition of Remaining Stake in Urovant

– Sumitovant Biopharma to acquire all outstanding shares of Urovant it does not already own

– Transaction increases Urovant’s ability to provide patient therapies and achieve commercial success as it prepares to launch its first potential therapy, vibegron, for the treatment of patients with overactive bladder (OAB)

– Agreement unanimously recommended by Special Committee of Urovant Independent Directors

PR Newswire

NEW YORK and LONDON and IRVINE, Calif. and BASEL, Switzerland, Nov. 12, 2020 /PRNewswire/ — Sumitovant Biopharma and Urovant Sciences (Nasdaq: UROV) today announced that they have entered into a definitive merger agreement for Sumitovant to acquire the outstanding shares of Urovant common stock not already owned by Sumitovant at a price of $16.25 per share in cash. Sumitovant currently owns 72% of the outstanding shares of Urovant common stock.

The acquisition consideration represents an equity value for Urovant of $584 million and an enterprise value of $681 million. The per share consideration represents a premium of 96% to Urovant’s closing price on November 12, 2020, and a premium of 92% to Urovant’s 30-day volume weighted average share price on November 12, 2020. The merger agreement has been unanimously approved by a special committee of Urovant’s Board of Directors. The special committee of Urovant’s Board of Directors has recommended that Urovant’s shareholders vote in favor of the transaction.

“After careful consideration and consultation with our financial advisors, the special committee of the Urovant Board of Directors has found that Sumitovant’s offer represents exceptional value for shareholders,” said Pierre Legault, lead independent member of the Urovant Board of Directors and chairman of the special committee.

“Our foremost purpose is to give Urovant access to capital for its long-term business objectives and ensure focus on its mission to develop and commercialize innovative therapies for its patients,” said Myrtle Potter, Chief Executive Officer of Sumitovant Biopharma. “By bringing Urovant into the fold as a privately-held company under the Sumitovant family of companies, we can enable the Urovant team to fully concentrate on the important task of preparing for its potential commercial launch of vibegron, the first new branded prescription drug for the treatment of OAB in nearly a decade.” 

“During this pivotal phase of growth, fully becoming a part of our parent company, Sumitovant, positions Urovant to invest in all opportunities around vibegron including launching and building our commercial organization while maintaining our strategic direction, our commitment to patients with urologic conditions, and our unique corporate culture for employees,” said James Robinson, Chief Executive Officer of Urovant. “This transaction benefits Urovant shareholders by derisking our future and providing current and certain value going forward.”

Additional Transaction Details

The transaction is subject to the approval of Urovant’s shareholders, including holders of a majority of Urovant’s outstanding shares that are not held by Sumitovant and other customary closing conditions. The transaction is not subject to any financing condition.

Upon closing, Urovant will become a wholly owned subsidiary of Sumitovant and Urovant’s common stock will cease trading on the Nasdaq stock market. The closing of the transaction is expected to take place in the first quarter of 2021.

Citi is acting as exclusive financial advisor to Sumitovant. Jones Day is serving as Sumitovant’s legal counsel. Lazard Frères & Co. LLC is acting as exclusive financial advisor to the special committee of Urovant’s Board of Directors. O’Melveny & Myers is serving as the special committee’s legal counsel.

About Sumitovant Biopharma Ltd.

Sumitovant is a global biopharmaceutical company with offices in New York City and London. Sumitovant is a wholly owned subsidiary of Sumitomo Dainippon Pharma. Sumitovant is the majority shareholder of Urovant Sciences and Myovant Sciences, and wholly owns Enzyvant Therapeutics, Spirovant Sciences, and Altavant Sciences. Sumitovant’s promising pipeline is comprised of early-through late-stage investigational medicines across a range of disease areas targeting high unmet need. For further information about Sumitovant, please visit https://www.sumitovant.com.

About Urovant Sciences     

Urovant is a clinical-stage biopharmaceutical company focused on developing and commercializing innovative therapies for urologic conditions. Urovant’s lead product candidate, vibegron, is an oral, once-daily small molecule beta-3 agonist that is being evaluated for overactive bladder (OAB).  Urovant reported positive data from the vibegron 12-week, Phase 3 pivotal EMPOWUR study and demonstrated favorable longer-term efficacy, safety, and tolerability in a 40-week extension study.  Urovant submitted a New Drug Application to the FDA seeking approval of vibegron for the treatment of patients with OAB in December 2019.  Vibegron is also being evaluated for treatment of OAB in men with benign prostatic hyperplasia (OAB+BPH) and for abdominal pain associated with irritable bowel syndrome (IBS). Urovant’s second product candidate, URO-902, is a novel gene therapy being developed for patients with OAB who have failed oral pharmacologic therapy. Urovant, a subsidiary of Sumitovant Biopharma Ltd., which is a wholly-owned subsidiary of Sumitomo Dainippon Pharma, intends to develop novel treatments for additional urologic diseases.  Learn more about us at www.urovant.com.

About Sumitomo Dainippon Pharma Co., Ltd.

Sumitomo Dainippon Pharma is among the top-ten listed pharmaceutical companies in Japan, operating globally in major pharmaceutical markets, including Japan, the U.S., China, and the European Union. Sumitomo Dainippon Pharma is based on the 2005 merger between Dainippon Pharmaceutical Co., Ltd., and Sumitomo Pharmaceuticals Co., Ltd. Today, Sumitomo Dainippon Pharma has more than 6,000 employees worldwide. Additional information about Sumitomo Dainippon Pharma is available through its corporate website at https://www.ds-pharma.com. 

Additional Information and Where to Find It

This communication is being made in respect of the proposed transaction involving Urovant and Sumitovant. Urovant intends to file with the Securities and Exchange Commission (“SEC”) relevant materials, including a proxy statement in connection with the proposed transaction with Sumitovant on Schedule 14A, and Urovant and certain other persons, including Sumitovant, intend to file a Schedule 13E-3 transaction statement with the SEC. The definitive proxy statement and Schedule 13E-3 transaction statement will be sent or given to the stockholders of Urovant and will contain important information about the proposed transaction and related matters. UROVANT’S SECURITYHOLDERS ARE URGED TO READ THE PROXY STATEMENT REGARDING THE PROPOSED TRANSACTION, THE SCHEDULE 13E-3 AND ANY OTHER RELEVANT DOCUMENTS CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION. The proxy statement, Schedule 13E-3 and other relevant materials (when they become available), and any other documents filed by Urovant with the SEC, may be obtained free of charge at the SEC’s website, at www.sec.gov. In addition, securityholders of Urovant will be able to obtain free copies of the proxy statement and Schedule 13E-3 through Urovant’s website, www.Urovant.com, or by contacting Urovant by mail at Attn: Investor Relations.

Participants in the Solicitation

Urovant, Sumitovant and its directors, executive officers and other members of management and certain other people may be deemed to be participants in the solicitation of proxies in connection with the proposed merger. Information about Urovant’s directors and executive officers is included in Urovant’s Annual Report on Form 10-K for the year ended March 31, 2020 filed with the SEC on June 19, 2020, and the proxy statement for Urovant’s annual meeting of stockholders for 2020, filed with the SEC on July 27, 2020. Additional information regarding these persons and their interests in the merger will be included in the proxy statement and Schedule 13E-3 relating to the proposed merger when they are filed with the SEC. These documents, when available, can be obtained free of charge from the sources indicated above.  This press release does not constitute a solicitation of a proxy, an offer to purchase or a solicitation of an offer to sell any securities.

Safe Harbor for Forward-looking Statements

This press release contains forward-looking statements. Forward-looking statements include all statements that are not historical statements of fact and statements regarding Urovant’s intent, belief or expectations and can be identified by words such as “anticipate,” “believe,” “can,” “continue,” “could,” “estimate,” “expect,” “intend,” “likely,” “may,” “might,” “objective,” “ongoing,” “plan,” “potential,” “predict,” “project,” “should,” “strive,” “to be,” “will,” “would,” or the negative or plural of these words or other similar expressions or variations, although not all forward-looking statements contain these identifying words. In this press release, forward-looking statements include, but are not limited to, statements regarding expectations about the proposed transaction involving Urovant and Sumitovant and statements regarding Urovant’s expectations for the commercialization of vibegron for the treatment of overactive bladder and plans and strategies for the clinical development of vibegron and other treatments for urologic diseases. Forward-looking statements are subject to risks and uncertainties that could cause actual results to differ materially and reported results should not be considered as an indication of future performance. Risks and uncertainties related to the proposed merger include, but are not limited to, the risk that the merger transaction does not close, due to the failure of one or more conditions to closing or otherwise; the risk that required Urovant shareholder approvals of the merger transaction will not be obtained or that such approvals will be delayed or conditioned beyond current expectations; risks related to the disruption of management time from ongoing business operations due to the proposed transaction and possible difficulties in maintaining customer, supplier, key personnel and other strategic relationships; and the possibility of unexpected costs, liabilities or litigation related to the proposed transaction.  Additional risks and uncertainties related to Urovant and its business include, but are not limited to, Urovant’s dependence on the success of its lead product candidate, vibegron, including uncertainties regarding FDA approval; the failure to achieve the market acceptance necessary for commercial success for vibegron or any other product candidate; the success and cost of Urovant’s efforts to commercialize vibegron; the impact on Urovant’s business, financial results, results of operations and ongoing clinical trials from the effects of the COVID-19 pandemic; risks related to clinical trials, including uncertainties relating to the success of Urovant’s clinical trials for vibegron and URO-902 and any future therapy or product candidates; uncertainties surrounding the regulatory landscape that governs gene therapy products; Urovant’s dependence on Merck Sharp & Dohme Corp. and Ion Channel Innovations, LLC to have accurately reported results and collected and interpreted data related to vibegron and URO-902 prior to Urovant’s acquisition of the rights related to these product candidates; reliance on a single supplier for the enzyme used to manufacture vibegron; the ability to obtain, maintain, and enforce intellectual property protection for Urovant’s technology and products; risks related to significant competition from other biotechnology and pharmaceutical companies; Urovant’s ability to realize the anticipated benefits of the co-promotion agreement with Sunovion in the manner or timeline expected; and other risks and uncertainties listed in Urovant’s filings with the SEC, including under the heading “Risk Factors” in Urovant’s most recently filed Quarterly Report on Form 10-Q, as such risk factors may be amended, supplemented or superseded from time to time by other filings with the SEC. Given these risks and uncertainties, you should not place undue reliance on any forward-looking statements. These forward-looking statements are based on information available to Sumitovant as of the date of this press release and speak only as of the date of this release. Urovant and Sumitovant disclaims any obligation to update these forward-looking statements, except as may be required by law.

M
edia Contacts:

Sumitovant Biopharma

Mary Stutts

[email protected]

Urovant Sciences    

Ryan Kubota

[email protected]

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SOURCE Sumitovant Biopharma

Centrus Reports Third Quarter 2020 Results

– Raised approximately $25 million, before expenses, through an underwritten public offering of Class A Common Stock

– Announced cash tender offer to retire up to $60 million of Series B Senior Preferred Stock

– Net loss of $7.0 million – a decrease of $29.8 million compared to the net income of $22.8 million in 3Q 2019 — due to variability in the timing of customer deliveries

– Signed an agreement with TerraPower to pursue commercial-scale, domestic production capabilities for High-Assay, Low-Enriched Uranium (HALEU)

– Consolidated cash balance of $152.8 million as of September 30, 2020

PR Newswire

BETHESDA, Md., Nov. 12, 2020 /PRNewswire/ — Centrus Energy Corp. (NYSE American: LEU) today reported a net loss of $7.0 million for the quarter ended September 30, 2020, compared to a net income of $22.8 million for the third quarter of 2019. The net loss allocable to common stockholders was $8.9 million, or $0.83 (basic and diluted) per common share, compared to a net income allocable to common stockholders of $20.9 million or $2.18 (basic) and $2.17 (diluted) per common share, for the third quarter of 2019.

“This has been an exciting quarter for the company, with the launch of the Department of Energy’s Advanced Reactor Demonstration Program – which could jump-start commercial demand for HALEU – and our successful capital raise,” said Daniel B. Poneman, Centrus president and chief executive officer.  “Construction of our HALEU demonstration plant is on schedule and on budget, and we are poised to be first to market with this promising new fuel when the demonstration is completed in 2022. We are continuing our efforts to improve our capital structure, having raised approximately $25 million and launched our tender offer to retire up to $60 million of the preferred.”

Financial Results

Centrus generated total revenue of $33.6 million for the third quarter of 2020, a decrease of $71.1 million from the prior year period.

As noted in previous filings, Centrus’ LEU segment is primarily built upon multi-year contracts contained in our sales order book to deliver SWU in which our utility customers have annual, not quarterly, purchase commitments, and Centrus recognizes the revenue from those sales in whatever quarter the customer elects to take delivery of their annual purchase commitment.  Revenue in this segment varies considerably from quarter to quarter based on the timing of customer deliveries.  That said, there were no SWU deliveries in the three months ended September 30, 2020, with revenue of $0.1 million for ancillary services. As a result, revenue from the LEU segment declined $69.1 million (or 79%) in the three months and $12.7 million (or 10%) in the nine months ended September 30, 2020, compared to the corresponding periods in 2019.  SWU sales volume in the nine months ended September 30, 2020, declined 54% compared to the corresponding period in 2019 reflecting the variability in timing of utility customer orders. SWU revenue in the nine months ended September 30, 2020, includes $32.4 million collected in the second quarter from a customer in settlement of a supply contract rejected in bankruptcy court. Excluding these proceeds, the average price per SWU increased 42% in the nine-month period compared to 2019, reflecting the particular contracts under which SWU were sold during the periods.

Revenue from uranium sales increased $5.8 million in the three months and declined $14.7 million in nine months ended September 30, 2020, compared to the corresponding periods in 2019.  For the nine-month period, the volume of uranium sold declined 45% and the average price increased 12%.

We anticipate that revenue in the fourth quarter of this year for LEU segment will be the highest of any quarter for 2020, assuming there are no interruptions to our planned customer deliveries based on changes in the market or Covid-19. Cost of sales for the LEU segment declined $34.8 million in the three months and $48.6 million in the nine months ended September 30, 2020, compared to the corresponding periods in 2019.  There were no SWU deliveries in the three months ended September 30, 2020.  For the nine-month period, the decline in cost of sales reflects the 54% decline in SWU sales volume and the 45% decline in uranium sales volume, partially offset by a 10% increase in the average unit cost of sales for uranium. Cost of sales includes legacy costs related to former employees of the Portsmouth and Paducah Gaseous Diffusion Plants of $2.4 million in the nine months ended September 30, 2020, compared to $2.8 million in the nine months ended September 30, 2019. The average cost of sales per SWU excluding legacy costs declined approximately 3% in the nine months ended September 30, 2020, compared to the corresponding period in 2019. Our inventories are valued at the lower of cost or net realizable value. Valuation adjustments for our uranium inventory to reflect declines in uranium market price indicators totaled $2.3 million in the nine months ended September 30, 2019.

Revenue from the technical solutions segment declined $2.0 million in the three months and increased $13.0 million in the nine months ended September 30, 2020, compared to the corresponding periods in 2019. The increases were primarily the result of work performed under the HALEU contract. Revenue in the current periods included work performed under the UT-Battelle contract and revenue in the prior periods included work performed under an agreement with DOE to decontaminate and decommission its K-1600 facility in Tennessee. The K-1600 contract was completed in October 2019.

Cost of sales for the technical solutions segment was flat in the three months and increased $12.0 million in the nine months ended September 30, 2020, compared to the corresponding periods in 2019, reflecting in part the mix of technical solutions work performed in each of the periods including work performed under the HALEU contract in the current period. Cost of sales benefited by $3.4 million in the three months and $8.7 million in the nine months ended September 30, 2020, for previously accrued contract losses attributable to work performed under the HALEU contract in 2020.

Centrus realized a gross loss of $0.8 million in the three months ended September 30, 2020, compared to a gross profit of $35.5 million in the corresponding period in 2019.  In the nine months ended September 30, 2020, we realized a gross profit of $62.6 million compared to a gross profit of $25.7 million in the corresponding period in 2019. We ended the third quarter of 2020 with a consolidated cash balance of $152.8 million.

Selling, general and administrative (SG&A) expenses decreased $2.0 million in the three months compared to the corresponding period in 2019, primarily a result of a decrease in consulting costs of $1.3 million and a decrease in compensation expense of $0.8 million. The decrease in compensation expense is primarily due to a remeasurement of obligations under long-term incentive plans associated with the stock price. Other SG&A expenses increased by a net $0.1 million.

SG&A expenses increased $1.1 million in the nine months ended September 30, 2020, compared to the corresponding period in 2019, primarily due to an increase in consulting costs of $1.7 million related to initiatives including capital financing evaluation, claim recoveries and international trade. Travel and recruiting expenses declined by a total of $0.5 million and other SG&A expenses declined by a net $0.1 million.

About Centrus Energy Corp.

Centrus is a trusted supplier of nuclear fuel and services for the nuclear power industry. Centrus provides value to its utility customers through the reliability and diversity of its supply sources – helping them meet the growing need for clean, affordable, carbon-free electricity. Since 1998, the Company has provided its utility customers with more than 1,750 reactor years of fuel, which is equivalent to 7 billion tons of coal.

With world-class technical capabilities, Centrus offers turnkey engineering and advanced manufacturing solutions to its customers. The Company is also advancing the next generation of centrifuge technologies so that America can restore its domestic uranium enrichment capability in the future. Find out more at www.centrusenergy.com.

Forward-Looking Statements

This news release contains “forward-looking statements” within the meaning of Section 21E of the Securities Exchange Act of 1934. In this context, forward-looking statements mean statements related to future events, may address our expected future business and financial performance, and often contain words such as “expects”, “anticipates”, “intends”, “plans”, “believes”, “will”, “should”, “could”, “would” or “may” and other words of similar meaning. Forward-looking statements by their nature address matters that are, to different degrees, uncertain. For Centrus Energy Corp., particular risks and uncertainties that could cause our actual future results to differ materially from those expressed in our forward-looking statements include but are not limited to the following, which may be amplified by the novel coronavirus (COVID-19) pandemic: risks related to our significant long-term liabilities, including material unfunded defined benefit pension plan obligations and postretirement health and life benefit obligations; risks relating to our 8.25% notes (the “8.25% Notes”) maturing in February 2027 and our Series B Senior Preferred Stock; risks related to the use of our net operating loss (“NOLs”) carryforwards and net unrealized built-in losses (“NUBILs”) to offset future taxable income and the use of the Rights Agreement (as defined herein) to prevent an “ownership change” as defined in Section 382 of the Internal Revenue Code of 1986, as amended (the “Code”) and our ability to generate taxable income to utilize all or a portion of the NOLs and NUBILs prior to the expiration thereof; risks related to the limited trading markets in our securities; risks related to our ability to maintain the listing of our Class A Common Stock on the NYSE American LLC (the “NYSE American”); risks related to decisions made by our Class B stockholders and our Series B Senior Preferred stockholders regarding their investment in the Company based upon factors that are unrelated to the Company’s performance; risks related to the Company’s capital concentration; risks related to natural and other disasters, including the continued impact of the March 2011 earthquake and tsunami in Japan on the nuclear industry and on our business, results of operations and prospects; the impact and potential extended duration of the current supply/demand imbalance in the market for low-enriched uranium (“LEU”); our dependence on others for deliveries of LEU including deliveries from the Russian government-owned entity TENEX, Joint-Stock Company (“TENEX”), under a commercial supply agreement with TENEX and deliveries under a long-term supply agreement with Orano Cycle (“Orano”); risks related to existing or new trade barriers and contract terms that limit our ability to deliver LEU to customers; risks related to actions, including government reviews, that may be taken by the United States government, the Russian government or other governments that could affect our ability to perform under our contract obligations or the ability of our sources of supply to perform under their contract obligations to us, including the imposition of sanctions, restrictions or other requirements, and risks relating to the 1992 Russian Suspension Agreement (“RSA”); risks related to our ability to sell the LEU we procure pursuant to our purchase obligations under our supply agreements; risks relating to our sales order book, including uncertainty concerning customer actions under current contracts and in future contracting due to market conditions and lack of current production capability; risks related to financial difficulties experienced by customers, including possible bankruptcies, insolvencies or any other inability to pay for our products or services or delays in making timely payment; pricing trends and demand in the uranium and enrichment markets and their impact on our profitability; movement and timing of customer orders; risks related to the value of our intangible assets related to the sales order book and customer relationships; risks associated with our reliance on third-party suppliers to provide essential products and services to us; the impact of government regulation including by the U.S. Department of Energy (“DOE”) and the U.S. Nuclear Regulatory Commission; uncertainty regarding our ability to commercially deploy competitive enrichment technology; risks and uncertainties regarding funding for deployment of the American Centrifuge technology and our ability to perform and absorb costs under our agreement with DOE to demonstrate the capability to produce high assay low enriched uranium (“HALEU”) and our ability to obtain and/or perform under other agreements; risks relating to whether or when government or commercial demand for HALEU will materialize; the potential for further demobilization or termination of our American Centrifuge work; risks related to our ability to perform and receive timely payment under agreements with DOE or other government agencies, including risk and uncertainties related to the ongoing funding of the government and potential audits; the competitive bidding process associated with obtaining a federal contract; risks related to our ability to perform fixed-price and cost-share contracts, including the risk that costs could be higher than expected; risks that we will be unable to obtain new business opportunities or achieve market acceptance of our products and services or that products or services provided by others will render our products or services obsolete or noncompetitive; risks that we will not be able to timely complete the work that we are obligated to perform; failures or security breaches of our information technology systems; risks related to pandemics and other health crises, such as the global COVID-19 pandemic; potential strategic transactions, which could be difficult to implement, disrupt our business or change our business profile significantly; the outcome of legal proceedings and other contingencies (including lawsuits and government investigations or audits); the competitive environment for our products and services; changes in the nuclear energy industry; the impact of financial market conditions on our business, liquidity, prospects, pension assets and insurance facilities; the risks of revenue and operating results fluctuating significantly from quarter to quarter, and in some cases, year to year; and other risks and uncertainties discussed in this and our other filings with the Securities and Exchange Commission, including under Part II, Item1A – “Risk Factors” in this report and under Part I, Item1A – “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2019.

These factors may not constitute all factors that could cause actual results to differ from those discussed in any forward-looking statement. Accordingly, forward-looking statements should be not be relied upon as a predictor of actual results. Readers are urged to carefully review and consider the various disclosures made in this report and in our other filings with the Securities and Exchange Commission that attempt to advise interested parties of the risks and factors that may affect our business. We do not undertake to update our forward-looking statements to reflect events or circumstances that may arise after the date of this Quarterly Report on Form 10-Q, except as required by law.

Contacts:

Investors: Dan Leistikow (301) 564-3399 or [email protected]
Media: Lindsey Geisler (301) 564-3392 or [email protected]

 

 


CENTRUS ENERGY CORP.

CONDENSED
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)

(
Unaudited;
in millions, except share and per share data)


Three Months Ended
September 30,


Nine Months Ended
September 30,


2020


2019


2020


2019

Revenue:

Separative work units

$

0.1

$

75.0

$

89.4

$

87.4

Uranium

18.6

12.8

23.4

38.1

Technical solutions

14.9

16.9

41.5

28.5

Total revenue

33.6

104.7

154.3

154.0

Cost of Sales:

Separative work units and uranium

19.6

54.4

51.8

100.4

Technical solutions

14.8

14.8

39.9

27.9

Total cost of sales

34.4

69.2

91.7

128.3

Gross profit (loss)

(0.8)

35.5

62.6

25.7

Advanced technology costs

0.2

1.3

1.8

13.0

Selling, general and administrative

6.7

8.7

25.6

24.5

Amortization of intangible assets

1.2

1.8

4.3

4.1

Special charges (credits) for workforce reductions

0.6

0.8

0.5

(2.2)

Gain on sales of assets

(0.2)

(0.7)

Operating income (loss)

(9.5)

23.1

30.4

(13.0)

Nonoperating components of net periodic benefit expense (income)

(2.2)

(0.1)

(6.6)

(0.2)

Interest expense

0.9

0.1

2.9

Investment income

(0.1)

(0.5)

(0.5)

(1.9)

Income (loss) before income taxes

(7.2)

22.8

37.4

(13.8)

Income tax expense (benefit)

(0.2)

(0.6)

(0.1)

Net income (loss) and comprehensive income (loss)

(7.0)

22.8

38.0

(13.7)

Preferred stock dividends – undeclared and cumulative

1.9

1.9

5.9

5.9

Net income (loss) allocable to common stockholders

$

(8.9)

$

20.9

$

32.1

$

(19.6)

Net income (loss) per common share:

   Basic

$

(0.83)

$

2.18

$

3.21

$

(2.05)

   Diluted

$

(0.83)

$

2.17

$

3.12

$

(2.05)

Average number of common shares outstanding (in thousands):

   Basic

10,723

9,582

10,008

9,560

   Diluted

10,723

9,626

10,282

9,560

 

 


CENTRUS ENERGY CORP.

CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited; in millions, except share and per share data)


September 30,

2020


December 31,

2019


ASSETS

Current assets:

Cash and cash equivalents

$

152.8

$

130.7

Accounts receivable

14.1

21.1

Inventories

66.6

64.5

Deferred costs associated with deferred revenue

145.4

144.1

Other current assets

7.4

9.2

Total current assets

386.3

369.6

Property, plant and equipment, net of accumulated depreciation of $2.5 as of September 30, 2020 and $2.2 as of December 31, 2019

4.4

3.7

Deposits for financial assurance

5.7

5.7

Intangible assets, net

65.2

69.5

Other long-term assets

6.6

7.4

Total assets

$

468.2

$

455.9


LIABILITIES AND STOCKHOLDERS’ DEFICIT

Current liabilities:

Accounts payable and accrued liabilities

$

52.2

$

50.7

Payables under SWU purchase agreements

8.1

Inventories owed to customers and suppliers

7.8

5.6

Deferred revenue and advances from customers

249.7

266.3

Current debt

6.1

6.1

Total current liabilities

315.8

336.8

Long-term debt

108.0

114.1

Postretirement health and life benefit obligations

131.3

138.6

Pension benefit liabilities

121.2

141.8

Advances from customers

44.9

29.4

Other long-term liabilities

22.6

32.1

Total liabilities

743.8

792.8

Commitments and contingencies (Note 13)

Stockholders’ deficit:

Preferred stock, par value $1.00 per share, 20,000,000 shares authorized

Series A Participating Cumulative Preferred Stock, none issued

Series B Senior Preferred Stock, 7.5% cumulative, 104,574 shares issued and outstanding and an aggregate liquidation preference of $133.1 as of September 30, 2020 and $127.2 as of December 31, 2019

4.6

4.6

Class A Common Stock, par value $0.10 per share, 70,000,000 shares authorized, 11,320,689 and 8,347,427 shares issued and outstanding as of September 30, 2020 and December 31, 2019, respectively

1.1

0.8

Class B Common Stock, par value $0.10 per share, 30,000,000 shares authorized, 719,200 and 1,117,462 shares issued and outstanding as of September 30, 2020 and December 31, 2019, respectively

0.1

0.1

Excess of capital over par value

84.8

61.5

Accumulated deficit

(367.0)

(405.0)

Accumulated other comprehensive income, net of tax

0.8

1.1

Total stockholders’ deficit

(275.6)

(336.9)

Total liabilities and stockholders’ deficit

$

468.2

$

455.9

 

 


CENTRUS ENERGY CORP.

CONDENSED
CONSOLIDATED STATEMENTS OF CASH FLOWS

(
Unaudited;
in millions)


Nine Months Ended
September 30,


2020


2019


OPERATING

Net income (loss)

$

38.0

$

(13.7)

Adjustments to reconcile net income (loss) to cash used in operating activities:

Depreciation and amortization

4.7

4.5

PIK interest on paid-in-kind toggle notes

1.1

Gain on sales of assets

(0.7)

Inventory valuation adjustments

2.3

Changes in operating assets and liabilities:

Accounts receivable

7.0

31.3

Inventories, net

17.1

(9.3)

Accounts payable and other liabilities

(0.3)

(11.2)

Payables under SWU purchase agreements

(8.1)

(33.0)

Deferred revenue and advances from customers, net of deferred costs

(17.5)

18.9

Accrued loss on long-term contract

(8.7)

Pension and postretirement benefit liabilities

(28.1)

(15.9)

Other, net

1.1

(0.8)

Cash provided by (used in) operating activities

5.2

(26.5)


INVESTING

Capital expenditures

(0.9)

Proceeds from sales of assets

0.7

Cash (used in) provided by investing activities

(0.9)

0.7


FINANCING

Proceeds from the sale of common stock, net

23.8

Exercise of stock options

0.2

Principal payments on debt

(27.5)

Payment of deferred issuance costs

(0.1)

(0.2)

Payment of interest classified as debt

(6.1)

(6.1)

Cash provided by (used) in financing activities

17.8

(33.8)

Increase (decrease) in cash, cash equivalents and restricted cash

22.1

(59.6)

Cash, cash equivalents and restricted cash, beginning of period (Note 4)

136.6

159.7

Cash, cash equivalents and restricted cash, end of period (Note 4)

$

158.7

$

100.1

Supplemental cash flow information:

Interest paid in cash

$

$

1.5

Non-cash activities:

Conversion of interest payable-in-kind to debt

$

$

0.7

Deferred financing costs included in accounts payable and accrued liabilities

$

0.7

$

0.4

Right to use lease assets acquired under operating leases

$

$

2.9

Disposal of right to use lease assets for early termination

$

$

0.2

Property, plant and equipment included in accounts payable and accrued liabilities

$

0.1

$

 

 

Cision View original content to download multimedia:http://www.prnewswire.com/news-releases/centrus-reports-third-quarter-2020-results-301172409.html

SOURCE Centrus Energy Corp.

Superior Drilling Products, Inc. Executes Sale-Leaseback Transaction for $4.5 million

Superior Drilling Products, Inc. Executes Sale-Leaseback Transaction for $4.5 million

VERNAL, Utah–(BUSINESS WIRE)–Superior Drilling Products, Inc. (NYSE American: SDPI) (“SDP” or the “Company”), an innovator and manufacturer of drilling tool technologies, today announced that it has entered into sale-leaseback agreements for its facilities in Vernal, Utah. The transaction is subject to customary due diligence and the Company expects it to close before year end.

Under the terms of the transaction, SDP will sell its facilities for $4.5 million and simultaneously enter into a 15-year lease. After fees, the Company is expected to net approximately $4.2 million in proceeds of which $2.5 million will be used to repay its outstanding mortgage. Lease terms are for monthly payments that are $17 thousand less than current mortgage debt service.

Chris Cashion, Chief Financial Officer, commented, “This transaction was an excellent opportunity given current market conditions for us to monetize our Vernal property. The proceeds will enable us to completely pay off our mortgage and improve liquidity with approximately $1.7 million in additional cash. The additional cash helps bolster our balance sheet providing us the flexibility to continue to expand internationally and develop additional revenue streams. The Drill-N-Ream®, our unique, patented wellbore conditioning tool, is being deployed more frequently in international markets while it also continues to gain new customers in the U.S. We believe this bodes well for our future and these opportunities are further bolstered as the oil & gas industry begins to improve.”

About Superior Drilling Products, Inc.

Superior Drilling Products, Inc. is an innovative, cutting-edge drilling tool technology company providing cost saving solutions that drive production efficiencies for the oil and natural gas drilling industry. The Company designs, manufactures, repairs and sells drilling tools. SDP drilling solutions include the patented Drill-N-Ream® well bore conditioning tool and the patented Strider oscillation system technology. In addition, SDP is a manufacturer and refurbisher of PDC (polycrystalline diamond compact) drill bits for a leading oil field service company. SDP operates a state-of-the-art drill tool fabrication facility, where it manufactures its solutions for the drilling industry, as well as customers’ custom products. The Company’s strategy for growth is to leverage its expertise in drill tool technology and innovative, precision machining in order to broaden its product offerings and solutions for the oil and gas industry.

Additional information about the Company can be found at: www.sdpi.com.

Safe Harbor Regarding Forward Looking Statements

This news release contains forward-looking statements and information that are subject to a number of risks and uncertainties, many of which are beyond our control. All statements, other than statements of historical fact included in this release, including, without limitations, the continued impact of COVID-19 on the business, the Company’s strategy, future operations, success at developing future tools, the Company’s effectiveness at executing its business strategy and plans, financial position, estimated revenue and losses, projected costs, prospects, plans and objectives of management, and ability to outperform are forward-looking statements. The use of words “could,” “believe,” “anticipate,” “intend,” “estimate,” “expect,” “may,” “continue,” “predict,” “potential,” “project”, “forecast,” “should” or “plan, and similar expressions are intended to identify forward-looking statements, although not all forward -looking statements contain such identifying words. These statements reflect the beliefs and expectations of the Company and are subject to risks and uncertainties that may cause actual results to differ materially. These risks and uncertainties include, among other factors, the duration of the COVID-19 pandemic and related impact on the oil and natural gas industry, the effectiveness of success at expansion in the Middle East, options available for market channels in North America, the deferral of the commercialization of the Strider technology, the success of the Company’s business strategy and prospects for growth; the market success of the Company’s specialized tools, effectiveness of its sales efforts, its cash flow and liquidity; financial projections and actual operating results; the amount, nature and timing of capital expenditures; the availability and terms of capital; competition and government regulations; and general economic conditions. These and other factors could adversely affect the outcome and financial effects of the Company’s plans and described herein. The Company undertakes no obligation to revise or update any forward-looking statements to reflect events or circumstances after the date hereof.

For more information, contact investor relations:

Deborah K. Pawlowski

Kei Advisors LLC

(716) 843-3908

[email protected]

KEYWORDS: Utah United States North America

INDUSTRY KEYWORDS: Energy Natural Resources Mining/Minerals Oil/Gas

MEDIA:

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FSD Pharma Announces Third Quarter 2020 Financial Results and Provides Corporate Update

FSD Pharma Announces Third Quarter 2020 Financial Results and Provides Corporate Update

TORONTO–(BUSINESS WIRE)–
FSD Pharma Inc. (Nasdaq: HUGE) (CSE: HUGE) (“FSD Pharma” or the “Company”) today announced its financial results for the third quarter ending September 30, 2020 and provided a corporate update. The filing is available on SEDAR.

Financial and corporate highlights include:

  • Completion of financings for gross proceeds of $19.5 million USD through two registered direct offerings. As of September 30, 2020, cash & non-cash assets are $56.2 million CAD and short & long term liabilities are $13.6 million CAD.
  • Filing an Investigational New Drug Application (“IND”) application with the U.S. Food and Drug Administration (“FDA”) and receiving approval to initiate a Phase 2 clinical trial for the use of our lead compound, ultramicronized-palmitoylethanolamide (or ultramicronized PEA) (“FSD201”), to treat 352 hospitalized COVID-19 patients in a double-blind study. We believe FSD201 to be a safe drug with anti-inflammatory properties which may have the potential to address the over-exuberant inflammatory response characterized by COVID-19 infection that may lead to a cytokine storm and ultimately death. The Company believes it has sufficient cash on hand to complete the study. More information on the clinical trial is available on the U.S. National Library of Medicine Website at: https://clinicaltrials.gov/ct2/show/NCT04619706?term=palmitoylethanolamide&cond=Covid19&draw=2&rank=2. The contents of such website are not incorporated by reference herein.
  • Entry into a definitive settlement agreement with respect to the class action litigation commenced by a plaintiff shareholder in the Ontario Superior Court of Justice in February 2019 relating to the build out of the Company’s facility in Cobourg, Ontario. The Company is obligated to pay $5.5 million CAD in settlement; of which, approximately $4.6 million CAD will be funded from insurance proceeds and $0.9 million CAD will be paid from cash on hand by the Company. The settlement agreement is subject to customary conditions.
  • Entry into a conditional contract to sell non-core real estate asset in Cobourg, Ontario which is expected to close before year end 2020 and is subject to customary conditions.

Three and Nine Months’ Financial Results (All Figures in C$)

For the three and nine months ended September 30, 2020, total operating expenses were $17,486,928 and $32,791,748, respectively, compared to $11,119,296 and $21,474,025 for the comparative periods in the prior year. This represents an increase of $6,367,632 or 57% for the three months ended September 30, 2020 and an increase of $11,317,723 or 53% for the nine months ended September 30, 2020, compared to the equivalent periods in the prior year. The increase for the three and nine months ended September 30, 2020 compared to the three and nine months ended September 30, 2019 is primarily related to pharmaceutical R&D expense of the Phase 1 safety & tolerability study of FSD201, ongoing Phase 2 clinical study of FSD201 to evaluate treatment of hospitalized COVID-19 patients, higher stock based compensation, higher professional fees, and insurance expense as a result of the Nasdaq listing in January 2020.

For the three and nine months ended September 30, 2020, net loss was $18,034,382 and $36,450,247, respectively, compared to $16,962,007 and $34,949,559 for the three and nine months ended September 30, 2019. This represents an increase of $1,072,375 or 6% for the three months ended September 30, 2020 and an increase of $1,500,688 or 4% for the nine months ended September 30, 2020, compared to the equivalent periods in the prior year. The net loss in the three, and, nine month period ending September 30 2020 includes share based compensation of $6,870,177 and one time charge of $928,541 for the class action settlement.

The Company is not making any express or implied claims that its product has the ability to eliminate, cure or contain the COVID-19 (or SARS-2-Coronavirus) at this time.

About FSD Pharma

FSD Pharma Inc. is a publicly-traded holding company.

FSD Pharma BioSciences, Inc., a wholly-owned subsidiary, is a specialty biotech pharmaceutical R&D company focused on developing over time multiple applications of its lead compound, FSD201, by down-regulating the cytokines to effectuate an anti-inflammatory response.

The Company filed an IND with the FDA on August 28, 2020 and was approved on September 25, 2020 to initiate a phase 2 clinical trial for the use of FSD201 to treat COVID-19, the disease caused by the SARS-CoV-2 virus.

Severe COVID-19 is characterized by an over-exuberant inflammatory response that may lead to a cytokine storm and ultimately death. The Company is focused on developing FSD201 for its anti-inflammatory properties to avoid the cytokine storm associated with acute lung injury in hospitalized COVID-19 patients.

Forward-Looking Statements

Neither the Canadian Securities Exchange nor its regulation services provider accept responsibility for the adequacy or accuracy of this press release.

Certain statements contained in this press release constitute “forward-looking information” and “forward-looking statements” within the meaning of applicable Canadian and U.S. securities laws (collectively, “Forward-Looking Information”). Forward-Looking Information includes, but is not limited to, information with respect to FSD Pharma’s strategy, plans or future financial or operating performance, receipt of any FDA approvals, the completion of any trials regarding the use of FSD201 to treat COVID-19, the safety of FSD201 or whether FSD201 may be effective in treating COVID-19, the costs associated with such planned trials and our belief that we have sufficient cash to complete the Phase 2 study, our ability to obtain required funding and the terms and timing thereof, the ultimate development of any FDA approved synthetic compounds, the expected insurance recovery related to the settlement agreement, the completion of the settlement contemplated in the settlement agreement and the timing and closing of the sale of certain non-core real estate assets. The use of words such as “budget”, “intend”, “anticipate”, “believe”, “expect”, “plan”, “forecast”, “future”, “target”, “project”, “capacity”, “could”, “should”, “focus”, “proposed”, “scheduled”, “outlook”, “potential”, “estimate” and other similar words, and similar expressions and statements relating to matters that are not historical facts, or statements that certain events or conditions “may” or “will” occur, are intended to identify Forward-Looking Information and are based on FSD Pharma’s current beliefs or assumptions as to the outcome and timing of such future events. Such beliefs or assumptions necessarily involve known and unknown risks and uncertainties that could cause actual results to differ materially from those expressed or implied in such Forward‐Looking Information. Certain of these risks and uncertainties are described in the Company’s continuous disclosure filings available under the Company’s SEDAR profile at www.sedar.com and under the Company’s EDGAR profile at www.sec.gov. Forward‐Looking Information is not a guarantee of performance. The Forward-Looking Information contained in this press release is made as of the date hereof, and FSD Pharma is not obligated to update or revise any Forward- Looking Information, whether as a result of new information, future events or otherwise, except as required by law. Because of the risks, uncertainties and assumptions contained herein, investors should not place undue reliance on Forward Looking-Information. The foregoing statements expressly qualify any Forward-Looking Information contained herein.

For further information:

Sandy Huard, Head of Communications, FSD Pharma Inc.

[email protected]

(647) 864-7969

Donal Carroll, Chief Financial Officer, FSD Pharma Inc.

[email protected]

Investor Relations

[email protected]

KEYWORDS: North America Canada

INDUSTRY KEYWORDS: Biotechnology Pharmaceutical Health

MEDIA:

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Chemtrade Logistics Income Fund Reports Third Quarter 2020 Results and Timing of CEO Succession

Chemtrade Logistics Income Fund Reports Third Quarter 2020 Results and Timing of CEO Succession

TORONTO–(BUSINESS WIRE)–
Chemtrade Logistics Income Fund (TSX: CHE.UN) today announced results for the three months and nine months ended September 30, 2020. The financial statements and MD&A will be available on Chemtrade’s website at www.chemtradelogistics.com and on SEDAR at www.sedar.com.

Chemtrade President and Chief Executive Officer, Mark Davis, said, “The COVID-19 pandemic continued to adversely affect the demand for some, but not all of our products. Demand for our water business was unaffected resulting in another strong quarterly performance. Once the economic effect of the pandemic eases we expect to see demand for the adversely affected products increase. Our highest priority continues to be the health and safety of our employees. I would like to thank them for their outstanding performance during these difficult times and for keeping our customers reliably supplied.”

Revenue for the third quarter was $345.9 million, a decrease of $49.8 million from the third quarter of 2019. The decrease in revenue is primarily due to lower selling prices and sales volumes for hydrochloric acid (“HCl”) and caustic soda in the Electrochemicals (“EC”) segment, and lower sales volumes of regen and merchant sulphuric acid in the Sulphur Products and Performance Chemicals (“SPPC”) segment.

Net loss for the third quarter of 2020 was $48.3 million, compared with a net loss of $0.2 million in 2019. The increase is primarily due to lower Adjusted EBITDA(1) (“EBITDA”), higher net finance costs due to a higher loss from the change in the fair value of convertible unsecured subordinated debentures (“Debentures”), transaction costs related to the issuance of Debentures in the third quarter of 2020 partially offset by higher income tax recovery compared with the same period of 2019.

EBITDA for the third quarter of 2020 was $64.7 million compared with $90.0 million in the third quarter of 2019. EBITDA during the third quarter of 2020 was negatively affected by lower selling prices for caustic soda and HCl and by reduced demand for HCl. EBITDA was also negatively affected by reduced demand for acid products in the SPPC segment.

Cash flows from operating activities were $90.9 million compared with $80.5 million during the third quarter of 2019. Adjusted cash flow from operating activities(1) was $29.4 million compared with $56.8 million generated during the third quarter of 2019.

Distributable Cash after maintenance capital expenditures(1) for the third quarter of 2020 was $12.1 million or $0.13 per unit compared with $37.1 million or $0.40 per unit in 2019.

For the nine months ended September 30, 2020, Distributable Cash after maintenance capital expenditures was $82.0 million, or $0.89 per unit compared with $80.6 million, or $0.87 per unit in 2019. Results for the first nine months of 2019 included a litigation reserve (“Litigation Reserve”) of $40.0 million. Excluding the Litigation Reserve, Distributable Cash after maintenance capital expenditures was $120.6 million, or $1.30 per unit for the first nine months of 2019.

Revenue for the first nine months of 2020 was $1.1 billion (2019: $1.2 billion). EBITDA was $221.1 million (2019: $225.3 million). Adjusted cash flow from operating activities was $122.4 million (2019: $126.5 million).

In the third quarter of 2020, SPPC generated revenue of $105.4 million compared with $127.8 million in 2019. The decrease in revenue in the third quarter of 2020 was primarily due to lower sales volumes for regen and merchant sulphuric acid and other SPPC products as a result of the COVID-19 pandemic. EBITDA for the third quarter of 2020 was $31.0 million, which was $12.6 million lower than the same quarter of 2019.

The Water Products and Specialty Chemicals (“WSSC”) segment reported third quarter revenue of $119.8 million compared with $122.4 million in 2019. The slight decrease is due to lower sales volumes of water solutions products and lower sales volumes of specialty chemical products, partially offset by higher selling prices of water solutions products. EBITDA improved to $29.2 million from the $24.3 million generated in 2019. The improvement was due to higher margins for water products, which benefitted from higher selling prices and lower raw material costs.

The EC segment reported revenue of $120.7 million for the third quarter of 2020, which was $24.7 million lower than the same period of 2019. The lower revenue in the third quarter of 2020 was primarily due to lower sales volumes for HCl and caustic soda, a decrease of 30% in selling prices for HCl, and a decrease of 11% in selling prices for caustic soda. This was partially offset by a 4% increase in selling prices for chlorine. EBITDA of $24.6 million for the third quarter of 2020 was $18.2 million lower than the same period of 2019. This was primarily due to lower selling prices for both caustic soda and HCl, as well as the effect of operating the North Vancouver facility at reduced rates. The production rate was constrained by reduced demand for HCl. In the third quarter, netbacks, i.e., selling prices less freight, for HCl were 43% lower compared with the same period of 2019.

Corporate costs during the third quarter of 2020 were $20.2 million, compared with $20.8 million in the third quarter of 2019. The lower costs were primarily due to lower incentive compensation accruals.

During the third quarter Chemtrade commenced the process of redeeming the outstanding 5.25% Debentures that were set to mature in 2021 (the “2021 Debentures”). The redemption was partially funded by a public offering of $86.3 million principal amount of Debentures, at a price of $1,000 per Debenture, with an interest rate of 8.50% per annum. Those funds, plus availability under Chemtrade’s credit agreement, were used during and after the quarter’s end to complete the redemption of the 2021 Debentures at their face amount plus accrued interest for a total of $128.3 million.

Commenting on Chemtrade’s future outlook, Mr. Davis said, “Demand for certain of our products will continue to be adversely affected as long as the COVID-19 pandemic restricts economic activity and travel. When the economic effect of the pandemic recedes we expect to see increasing demand for our products and higher earnings. Based on the novelty and severity of COVID-19’s effect on 2020, we expect that Chemtrade’s earnings will be higher in future years then they will be in 2020. With respect to the fourth quarter in particular, there will be two major plant turnarounds which will affect our fourth quarter results – the biennial maintenance turnaround of our North Vancouver chlor-alkali plant, which was moved from earlier in the year to the fourth quarter, and the turnaround of one of our regen plants which is tied to a once every five-year major maintenance turnaround at this plant’s refinery customer. While we have not reinstated our Guidance, the Financial Outlook section of the third quarter MD&A has additional information on our outlook.”

Mark Davis to retire February 28, 2021; Scott Rook to assume CEO role March 1, 2021

As announced in August, Mark Davis is retiring as CEO after 20 years’ service. The date for the transition has now been set, with Mr. Davis’ retirement effective February 28, 2021 and Scott Rook assuming the role effective March 1, 2021. On the same date, Mr. Rook will be appointed to the Board of Trustees as Mr. Davis steps down from the Board.

Distributions & Distribution Reinvestment Plan

Distributions declared in the third quarter totalled $0.15 per unit, comprised of monthly Distributions of $0.05 per unit. In July 2020, Chemtrade established a Distribution Reinvestment Plan that became available with the July distribution, which was payable at the end of August 2020. The plan provides a way for unitholders to accumulate additional Chemtrade units without fees and currently includes a 3% bonus distribution.

About Chemtrade

Chemtrade operates a diversified business providing industrial chemicals and services to customers in North America and around the world. Chemtrade is one of North America’s largest suppliers of sulphuric acid, regen acid processing services, inorganic coagulants for water treatment, sodium chlorate, sodium nitrite, sodium hydrosulphite and phosphorus pentasulphide. Chemtrade is a leading regional supplier of sulphur, chlor-alkali products, liquid sulphur dioxide, potassium chloride, and zinc oxide. Additionally, Chemtrade provides industrial services such as processing by-products and waste streams.

(1) Non–IFRS Measures

EBITDA and Adjusted EBITDA –

Management defines EBITDA as net earnings before any deduction for net finance costs, income taxes, depreciation and amortization. Adjusted EBITDA also excludes other non-cash charges such as impairment, change in environmental liability, gains and losses on the disposal and write-down of property, plant and equipment (“PPE”), and unrealized foreign exchange gains and losses. EBITDA and Adjusted EBITDA are metrics used by many investors and analysts to compare organizations on the basis of ability to generate cash from operations. Management considers Adjusted EBITDA (as defined) to be an indirect measure of operating cash flow, which is a significant indicator of the success of any business. Adjusted EBITDA is not intended to be representative of cash flow from operations or results of operations determined in accordance with IFRS or cash available for distribution.

EBITDA and Adjusted EBITDA are not recognized measures under IFRS. Chemtrade’s method of calculating EBITDA and Adjusted EBITDA may differ from methods used by other income trusts or companies, and accordingly may not be comparable to similar measures presented by other organizations.

A reconciliation of net earnings to EBITDA and Adjusted EBITDA is provided below:

Three months ended September 30

Nine months ended September 30

($’000)

 

2020

 

 

2019

 

 

2020

 

 

2019

 

 

 

Net loss

$

(48,318

)

$

(163

)

$

(141,694

)

$

(87,057

)

Add:

 

 

Depreciation and amortization

 

64,640

 

 

65,380

 

 

197,566

 

 

197,036

 

Net finance costs

 

46,121

 

 

22,675

 

 

116,279

 

 

75,997

 

Income tax recovery

 

(17,627

)

 

(8,825

)

 

(32,626

)

 

(28,701

)

EBITDA

 

44,816

 

 

79,067

 

 

139,525

 

 

157,275

 

Add:

 

 

Impairment of goodwill

 

 

 

 

 

56,000

 

 

65,600

 

Change in environmental liability

 

 

 

 

 

3,743

 

 

 

Loss on disposal and write-down of PPE

 

19,829

 

 

9,917

 

 

19,360

 

 

10,522

 

Unrealized foreign exchange loss (gain)

 

5

 

 

1,046

 

 

2,430

 

 

(8,127

)

Adjusted EBITDA

$

64,650

 

$

90,030

 

$

221,058

 

$

225,270

 

 

 

SPPC –

 

 

 

Three months ended September 30

Nine months ended September 30

($’000)

 

2020

 

 

2019

 

 

2020

 

 

2019

 

 

 

Revenue

$

105,351

 

$

127,798

 

$

322,333

 

$

385,318

 

Gross (loss) profit

 

(8,298

)

 

11,086

 

 

15,657

 

 

45,894

 

 

 

Adjusted EBITDA

 

31,041

 

 

43,689

 

 

97,287

 

 

126,502

 

Loss on disposal and write-

 

 

 

down of PPE

 

(18,949

)

 

(9,221

)

 

(18,932

)

 

(9,973

)

EBITDA

$

12,092

 

$

34,468

 

$

78,355

 

$

116,529

 

 

 

 WSSC –

 

 

Three months ended September 30

Nine months ended September 30

($’000)

 

2020

 

 

2019

 

 

2020

 

 

2019

 

 

 

Revenue

$

119,789

 

$

122,432

 

$

346,583

 

$

343,330

 

Gross profit (loss)

 

19,195

 

 

12,836

 

 

(6,220

)

 

(34,457

)

 

 

Adjusted EBITDA

 

29,199

 

 

24,335

 

 

82,145

 

 

63,261

 

Impairment of goodwill

 

 

 

 

 

(56,000

)

 

(65,600

)

Change in environmental liability

 

 

 

 

 

(3,743

)

 

 

Loss on disposal and write-down

 

of PPE

 

(894

)

 

(1,661

)

 

(437

)

 

(1,657

)

EBITDA

$

28,305

 

$

22,674

 

$

21,965

 

$

(3,996

)

 

 EC –

Three months ended September 30

Nine months ended September 30

($’000)

 

2020

 

 

2019

 

 

2020

 

 

2019

 

North American sales volumes:

 

 

Sodium chlorate sales volume (000’s MT)

 

87

 

 

98

 

 

283

 

 

294

 

Chlor-alkali sales volume (000’s MECU)

 

42

 

 

49

 

 

111

 

 

140

 

 

 

Revenue

$

120,710

 

$

145,423

 

$

391,369

 

$

448,992

 

Gross (loss) profit

 

(3,508

)

 

17,495

 

 

9,518

 

 

62,133

 

 

 

Adjusted EBITDA

 

24,594

 

 

42,804

 

 

93,561

 

 

137,298

 

Gain (loss) on disposal and

 

write-down of PPE

 

14

 

 

(178

)

 

9

 

 

873

 

EBITDA

$

24,608

 

$

42,626

 

$

93,570

 

$

138,171

 

 

Cash Flow –

The following table is derived from, and should be read in conjunction with the condensed consolidated interim statements of cash flows. Management believes this supplementary disclosure provides useful additional information related to the cash flows of Chemtrade including the amount of cash available for distribution to Unitholders, repayment of debt and other investing activities. Certain sub-totals presented within the cash flows table below, such as “Adjusted cash flows from operating activities”, “Distributable Cash after maintenance capital expenditures” and “Distributable Cash after all capital expenditures”, are not defined terms under IFRS. These sub-totals are used by Management as measures of internal performance and as a supplement to the condensed consolidated interim statements of cash flows. Investors are cautioned that these measures should not be construed as an alternative to using net earnings as a measure of profitability or as an alternative to the IFRS condensed consolidated interim statements of cash flows. Further, Chemtrade’s method of calculating each measure may not be comparable to calculations used by other income trusts or companies bearing the same description.

Three months ended September 30

Nine months ended September 30

($’000)

 

2020

 

 

2019

 

 

2020

 

 

2019

 

 

 

Cash flows from operating activities

$

90,866

 

$

80,462

 

$

188,763

 

$

78,818

 

Add (Less):

 

 

Lease payments net of sub-lease receipts

 

(14,256

)

 

(14,131

)

 

(42,418

)

 

(42,616

)

Changes in non-cash working capital and other items

 

(47,168

)

 

(9,524

)

 

(23,910

)

 

90,291

 

Adjusted cash flows from operating activities

 

29,442

 

 

56,807

 

 

122,435

 

 

126,493

 

Less:

 

 

Maintenance capital expenditures

 

17,346

 

 

19,668

 

 

40,444

 

 

45,872

 

Distributable cash after maintenance capital

 

expenditures

 

12,096

 

 

37,139

 

 

81,991

 

 

80,621

 

Less:

 

 

Non-maintenance capital expenditures

 

743

 

 

4,631

 

 

2,283

 

 

9,833

 

Distributable cash after all capital expenditures

$

11,353

 

$

32,508

 

$

79,708

 

$

70,788

Caution Regarding Forward-Looking Statements

Certain statements contained in this news release constitute forward-looking statements within the meaning of certain securities laws, including the Securities Act (Ontario). Forward-looking statements can be generally identified by the use of words such as “anticipate”, “continue”, “estimate”, “expect”, “expected”, “intend”, “may”, “will”, “project”, “plan”, “should”, “believe” and similar expressions. Specifically, forward-looking statements in this news release include statements respecting certain future expectations about: the expected adverse effects on demand for certain products during the pandemic and expected increased demand for certain products and higher earnings once the pandemic’s economic effect eases; the expectation that future earnings will be higher than 2020 earnings; and the effects on fourth quarter results of plant turnarounds; and the timing of and transition of the CEO. Forward-looking statements in this news release describe the expectations of the Fund and its subsidiaries as of the date hereof. These statements are based on assumptions and involve known and unknown risks, uncertainties and other factors that may cause actual results or events to differ materially from those anticipated in such forward-looking statements for a variety of reasons, including without limitation the risks and uncertainties detailed under the “RISK FACTORS” section of the Fund’s latest Annual Information Form and the “RISKS AND UNCERTAINTIES” section of the Fund’s most recent Management’s Discussion & Analysis.

Although the Fund believes the expectations reflected in these forward-looking statements and the assumptions upon which they are based are reasonable, no assurance can be given that actual results will be consistent with such forward-looking statements, and they should not be unduly relied upon. With respect to the forward-looking statements contained in this news release, the Fund has made assumptions regarding: there being no significant disruptions affecting the operations of the Fund and its subsidiaries, whether due to labour disruptions, supply disruptions, power disruptions, transportation disruptions, damage to equipment or otherwise; the ability of the Fund to obtain products, raw materials, equipment, transportation, services and supplies in a timely manner to carry out its activities and at prices consistent with current levels or in line with the Fund’s expectations; the timely receipt of required regulatory approvals; the cost of regulatory and environmental compliance being consistent with current levels or in line with the Fund’s expectations; the ability of the Fund to successfully access tax losses and tax attributes; the ability of the Fund to obtain financing on acceptable terms; currency, exchange and interest rates being consistent with current levels or in line with the Fund’s expectations; and global economic performance.

Except as required by law, the Fund does not undertake to update or revise any forward-looking statements, whether as a result of new information, future events or for any other reason. The forward-looking statements contained herein are expressly qualified in their entirety by this cautionary statement.

Further information can be found in the disclosure documents filed by Chemtrade Logistics Income Fund with the securities regulatory authorities, available at www.sedar.com.

A conference call to review the third quarter 2020 results will be webcast live on Friday, November 13, 2020 at 10:00 a.m. ET. To access the webcast click here.

Mark Davis

President and CEO

Tel: (416) 496-4176

Rohit Bhardwaj

Vice-President, Finance and CFO

Tel: (416) 496-4177

KEYWORDS: North America Canada

INDUSTRY KEYWORDS: Chemicals/Plastics Manufacturing

MEDIA:

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Carvana to Present at Upcoming Investor Conferences

Carvana to Present at Upcoming Investor Conferences

PHOENIX–(BUSINESS WIRE)–
Carvana Co. (NYSE: CVNA), a leading e-commerce platform for buying and selling used cars, today announced that senior management will present to the investment community and host meetings at the following virtual conferences:

Stephens Annual Investment Conference 2020

Presentation Date: Thursday, November 19, 2020, 10:00 a.m. ET*

Credit Suisse 24th Annual Technology Conference

Presentation Date: Thursday, December 3, 2020, 10:40 a.m. ET*

*A webcast of the presentation will be accessible on the investor relations section of the Carvana website (https://investors.carvana.com/). An archived replay of the webcast will be available following the live presentation.

About Carvana (NYSE: CVNA)

Founded in 2012 and based in Phoenix, Carvana’s (NYSE: CVNA) mission is to change the way people buy cars. By removing the traditional dealership infrastructure and replacing it with technology and exceptional customer service, Carvana offers consumers an intuitive and convenient online car buying and financing platform. Carvana.com enables consumers to quickly and easily shop more than 20,000 vehicles, finance, trade-in or sell their current vehicle to Carvana, sign contracts, and schedule as-soon-as-next-day delivery or pickup at one of Carvana’s patented, automated Car Vending Machines.

For further information on Carvana, please visit www.carvana.com, or connect with us on Facebook, Instagram or Twitter.

Investor Relations:

Carvana

Mike Levin

[email protected]

or

Media Contact:

Carvana

Amy O’Hara

[email protected]

KEYWORDS: United States North America Arizona

INDUSTRY KEYWORDS: Automotive Online Retail Technology Professional Services Specialty Public Relations/Investor Relations Communications General Automotive Retail Internet Finance

MEDIA:

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nVent Introduces RackChiller CDU800 Coolant Distribution Unit at SC20

nVent Introduces RackChiller CDU800 Coolant Distribution Unit at SC20

Next Generation High-Density Liquid Cooling Solution for Data Centers

LONDON–(BUSINESS WIRE)–
nVent Electric plc (NYSE:NVT) (“nVent”), a global leader in electrical connection and protection solutions, will introduce its new nVent HOFFMAN RackChiller CDU800 Coolant Distribution Unit (CDU) during the virtual SC20 conference, November 17-19, 2020. The RackChiller CDU expands nVent’s data center cooling portfolio to support high-density liquid cooling for high performance computing (HPC), hyperscale, enterprise and edge applications.

“New generation chips are generating more heat which will eclipse the capacity of air cooling,” says Aravind Padmanabhan, nVent Executive Vice President and Chief Technology Officer. “Additionally the rising demand for IT processing power to support services like video conferencing, e-commerce transactions, autonomous driving and 5G means solution engineers must think differently to address these cooling challenges.”

nVent has manufactured data center high-density liquid cooling solutions for more than a decade. The introduction of RackChiller CDU marks the first time one of its high-density liquid cooling solutions will be available as a standard product.

“Up until now, all of our high-density liquid cooling solutions have been application-specific and custom-built, which can be time-consuming and costly,” says Joe Ruzynski, President of the nVent Enclosures segment. “We created the RackChiller CDU to serve the emerging data center high-density liquid cooling market, where our customers need a flexible solution they can implement quickly across a range of different applications.”

The RackChiller CDU consistently delivers liquid coolant to maximize cooling efficiency, while taking up very little data center floor space, and removes heat from sensitive equipment through a constant cycle of pumping and heat exchange. It features a powerful cooling capacity of 800kW and a compact footprint of 35 (w) x 47 (d) inches (800 x 1200-mm).

nVent will present the RackChiller CDU during the virtual SC20 conference and is currently accepting pre-order reservations for delivery in early 2021. Those interested in learning more can register for SC20 and join nVent in its virtual booth or request a virtual introduction after SC20. (Click here for SC20 media registration.)

Technical Specifications

The RackChiller CDU provides 800kW of liquid cooling capacity at 4K approach temperature and delivers high-performance liquid flow, pressure delivery and heat dissipation within a standard IT rack footprint. The CDU is an ideal high-density liquid coolant distribution solution for close-coupled and direct-to-chip cooling applications. The RackChiller CDU800 is well-matched for high performance computing (HPC) and enterprise, hyperscale, co-location, multi-tenant data center liquid cooling solutions.

The RackChiller CDU800 is designed for reliability, availability and serviceability. The platform is designed with N+N redundant pumps that provide up to 850 liters per minute secondary flow and 46 psi (3.2 bar) differential pressure. The CDU includes a smart control system that continuously monitors over 35 integrated sensors. This combination, coupled with low approach temperature throughout the operating range, eliminates the need for costly chiller support and enables ASHRAE W4 warm water liquid cooling of high-power IT systems. The pumps, sensors and filtration system are serviceable without incurring downtime or performance impact during operation.

About nVent

nVent is a leading global provider of electrical connection and protection solutions. We believe our inventive electrical solutions enable safer systems and ensure a more secure world. We design, manufacture, market, install and service high performance products and solutions that connect and protect some of the world’s most sensitive equipment, buildings and critical processes. We offer a comprehensive range of enclosures, electrical connections and fastening and thermal management solutions across industry-leading brands that are recognized globally for quality, reliability and innovation. Our principal office is in London and our management office in the United States is in Minneapolis. Our robust portfolio of leading electrical product brands dates back more than 100 years and includes nVent CADDY, ERICO, HOFFMAN, RAYCHEM, SCHROFF and TRACER.

nVent, CADDY, ERICO, HOFFMAN, RAYCHEM, SCHROFF and TRACER are trademarks owned or licensed by nVent Services GmbH or its affiliates.

Beth Morrill

[email protected]

+1 919-352-6259

KEYWORDS: Europe United States United Kingdom North America Minnesota

INDUSTRY KEYWORDS: Hardware Semiconductor Electronic Design Automation Data Management Energy Manufacturing Technology Audio/Video Other Manufacturing Other Technology Telecommunications Networks Other Energy VoIP Internet Engineering

MEDIA:

Williams-Sonoma, Inc. announces release date for third quarter 2020 results: Thursday, November 19, 2020

Williams-Sonoma, Inc. announces release date for third quarter 2020 results: Thursday, November 19, 2020

SAN FRANCISCO–(BUSINESS WIRE)–
Williams-Sonoma, Inc. (NYSE: WSM) announced today that it will release its third quarter 2020 results on Thursday, November 19, 2020 after the market close. Following the release via the wire services, the Company will host a conference call beginning at 5:00 PM Eastern Time, which can be accessed at http://ir.williams-sonomainc.com/events. Following the call, a replay of the webcast will be available at http://ir.williams-sonomainc.com/events beginning at 6:15 PM Eastern Time on Thursday, November 19, 2020.

Williams-Sonoma, Inc. is a specialty retailer of high-quality, sustainable products for the home. These products, representing distinct merchandise strategies — Williams Sonoma, Pottery Barn, Pottery Barn Kids, West Elm, Pottery Barn Teen, Williams Sonoma Home, Rejuvenation, and Mark and Graham — are marketed through e-commerce websites, direct-mail catalogs and retail stores. These brands are also part of The Key Rewards, our free-to-join loyalty program that offers members exclusive benefits across the Williams-Sonoma family of brands. We operate in the U.S., Puerto Rico, Canada, Australia and the United Kingdom, offer international shipping to customers worldwide, and have unaffiliated franchisees that operate stores in the Middle East, the Philippines, Mexico and South Korea, as well as e-commerce websites in certain locations.

WILLIAMS-SONOMA, INC.

Julie Whalen

EVP, Chief Financial Officer

(415) 616-8524

-or-

Elise Wang

VP, Investor Relations and Corp PR

(415) 616-8571

KEYWORDS: United States North America California

INDUSTRY KEYWORDS: Retail Home Goods Specialty Luxury

MEDIA:

Sunworks Reports on Special Meeting of Stockholders

Merger Proposal with Peck Company Fails to Win Stockholder Approval

ROSEVILLE, Calif., Nov. 12, 2020 (GLOBE NEWSWIRE) — Sunworks, Inc. (Nasdaq: SUNW), a provider of solar power solutions for agriculture, commercial and industrial (ACI), public works and residential markets, today announced that the proposed merger with the Peck Company Holdings, Inc. (“Peck Company”) failed to secure stockholder approval. Sunworks had established October 9, 2020 as the record date for determining stockholders eligible to vote at the special meeting of stockholders and as of that record date, there were 16,628,992 shares of common stock outstanding and entitled to vote. At the special meeting of stockholders on November 12, 2020, only 4,362,575 votes were cast, or 26% of the total outstanding shares. This total fell short of the quorum required to vote on the proposed merger with the Peck Company. Quorum requires the presence, virtually or represented by proxy, of the holders of a majority of the voting power of the stock issued, outstanding and entitled to vote as of the record date. Therefore, the special meeting of stockholders was concluded and the merger was not approved. Following the special meeting of stockholders, pursuant to the terms of the merger agreement with the Peck Company, Sunworks notified the Peck Company of its decision to terminate the merger agreement.

Chuck Cargile, Sunworks Chairman of the Board, said, “We are disappointed that the proposed merger with the Peck Company failed to gain approval from our stockholders. We believed that this merger would have been the best long-term option for Sunworks and would have provided the best outcome for stockholders. We will continue to have strategic discussions with the Peck leadership team to determine if there are other ways for us to work together to benefit from the many synergies identified in this planned business combination.”

About Sunworks, Inc.

Sunworks, Inc. (NASDAQ:SUNW) is a premier provider of high performance solar power systems. Sunworks is committed to quality business practices that exceed industry standards and uphold its ideals of ethics and safety. Sunworks continues to grow its presence, expanding nationally with regional and local offices. The Company strives to consistently deliver high quality, performance-oriented solutions for customers in a wide range of industries including agricultural, commercial and industrial, state and federal, public works, and residential. Sunworks’ diverse, seasoned workforce includes veterans who bring a sense of pride, discipline, and professionalism to their interaction with customers. Sunworks is a member of the Solar Energy Industries Association (SEIA) and is a proud advocate for the advancement of solar power. For more information, visit www.sunworksusa.com.

Safe Harbor Statement

Matters discussed in this press release contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. When used in this press release, the words “anticipate,” “believe,” “estimate,” “will,” “may,” “intend,” “expect” and similar expressions identify such forward-looking statements. Forward-looking statements include all statements other than statements of historical fact contained in this press release, including statements regarding the Company’s future business relationship with the Peck Company, future sales, revenue, gross profit, gross margin, operating expenses, operating income, net income, cash balance and cash from operating activities. Actual results, performance or achievements could differ materially from those contemplated, expressed or implied by the forward-looking statements contained herein. Forward-looking statements are neither historical facts nor assurances of future performance. Instead, they are based largely on the expectations of the Company and are subject to a number of risks and uncertainties. These risks include, but are not limited to, risks and uncertainties associated with: an inability to take advantage of synergies identified with the Peck Company, the impact of economic, competitive, regulatory, environmental and other factors affecting the Company and its operations, markets and products; the impact of COVID-19 and the related federal, state and local restrictions on the Company’s operations and workforce, the impact of COVID-19 and such restrictions on our customers, and the impact of COVID-19 on the Company’s supply chain and availability of shipping and distribution; the prospects for sales, lower revenues, failure to earn profit, higher costs than expected, potential operating losses, ownership dilution, inability to repay debt, and the inability to complete projects within anticipated timeframes and costs; the impact of tariffs imposed by governmental bodies; the impact of national and local economies generally; the Company’s ability to access governmental assisted financing; and other factors detailed in reports filed by the Company. You should also review the risks described in “Risk Factors” in Part I, Item 1A of Sunworks, Inc.’s Annual Report on Form 10-K and in the other reports and documents Sunworks files with the Securities and Exchange Commission from time to time.

Any forward-looking statement made by us in this press release is based only on information currently available to us and reflects only as of the date on which it is made. We undertake no obligation to publicly update any forward-looking statement, whether written or oral, that may be made from time to time, whether as a result of new information, future developments or otherwise.

Investor Relations Contact:

Rob Fink
FNK IR
646.809.4048
[email protected]

Sysco Eliminates Minimum Delivery Requirements and Offers Value-Added Services to Support Restaurant Industry

Restaurants Rising campaign makes it easier for restaurants to succeed and strengthen their business for the future

HOUSTON, Nov. 12, 2020 (GLOBE NEWSWIRE) — Sysco Corporation (NYSE: SYY), the leading global foodservice distribution company, announced today it will eliminate minimum delivery size requirements for customers’ regularly scheduled delivery days as part of the company’s Restaurants Rising campaign. This change is effective on Nov. 16 for all U.S. Broadline, FreshPoint, Buckhead Meat and Newport Meat customers.

Removing minimum delivery requirements is yet another way Sysco is leading the industry in supporting the success of restaurants, providing operators significant added flexibility in managing their business and making it easier to get what they need, when they need it. This change, while applicable to both large and small customers, is especially helpful to independent restaurant operators planning for potential changes in demand and COVID-19 restrictions during the winter months ahead.

“No other distributor is doing more than Sysco to help the restaurant industry succeed,” said Kevin Hourican, Sysco’s president and chief executive officer. “Eliminating minimum delivery requirements is our latest offering to show our customers that Sysco is on a mission to make it easier to do business with us. Combined with our value-added services and world-class sales team, we are helping restaurants – especially smaller, independent businesses — stay in business, better run their business, and evolve their business to drive increased traffic, now and in a post-pandemic world.”

In addition to the elimination of order minimums, Sysco’s value-added services and strategic partnership discounts are available for current and new customers, including:

  • FREE Restaurant Marketing Tools. Restaurants need to promote their business more than ever before. Our team can produce marketing solutions such as banners and posters that can be printed locally.
  • DISCOUNTS
    on
    s
    olutions
    and
    s
    ervices
    customers
    need right now. Sysco’s partners offer special discounts for important services restaurant operators need, such as delivery, mobile ordering and menu services.
  • FREE
    Sysco

    Foodie Solutions

    . Sysco has the expertise to help operators resolve business issues and generate new revenues. Sysco’s Foodie Solutions Toolkits offer a curated collection of the best industry practices, easy-to-use templates and exclusive, chef-tested products.
  • EASY Credit Card Payment
    . This option provides convenience for both existing and new customers.
  • FAST
    Onboarding for new customers. New customers can onboard in less than 24 hours and begin to benefit from the powerful suite of services, tools and solutions Sysco offers.

For more information, current and prospective customers can contact their Sysco Sales Consultant or visit Sysco.com/rising to get started.


About Sysco


Sysco is the global leader in selling, marketing and distributing food products to restaurants, healthcare and educational facilities, lodging establishments and other customers who prepare meals away from home. Its family of products also includes equipment and supplies for the foodservice and hospitality industries. With more than 57,000 associates, the company operates 326 distribution facilities worldwide and serves more than 625,000 customer locations. For fiscal 2020 that ended June 27, 2020, the company generated sales of more than $52 billion. Information about our CSR program, including Sysco’s 2019 Corporate Social Responsibility Report, can be found at www.sysco.com/csr2020report.

For more information, visit www.sysco.com or connect with Sysco on Facebook at www.facebook.com/SyscoCorporation or Twitter at https://twitter.com/Sysco. For important news and information regarding Sysco, visit the Investor Relations section of the company’s Internet home page at investors.sysco.com, which Sysco plans to use as a primary channel for publishing key information to its investors, some of which may contain material and previously non-public information. Investors should also follow us at www.twitter.com/SyscoStock and download the Sysco IR App, available on the iTunes App Store and the Google Play Market. In addition, investors should continue to review our news releases and filings with the SEC. It is possible that the information we disclose through any of these channels of distribution could be deemed to be material information. 

For more information contact:

Shannon Mutschler
Media Contact
[email protected]
T 281-584-4059

A video accompanying this release is available at: https://www.globenewswire.com/NewsRoom/AttachmentNg/ab2d3b9c-29b2-4bcb-a4ff-9d068cf4378b