CenterPoint Energy, Inc. to Host Webcast of Fourth Quarter & Full Year 2020 Earnings Conference Call

Houston, TX, Nov. 12, 2020 (GLOBE NEWSWIRE) —  

Date:  February 25, 2021

Time:  7:00 a.m. Central time or 8:00 a.m. Eastern time

Listen via internet:  http://investors.centerpointenergy.com/

Click “Investors”, and click the link “CenterPoint Energy, Inc. Fourth Quarter & Full Year 2020 Earnings Conference call Webcast”

As the only investor owned electric and gas utility based in Texas, CenterPoint Energy, Inc. (NYSE: CNP) is an energy delivery company with electric transmission and distribution, power generation and natural gas distribution operations that serve more than 7 million metered customers in Arkansas, Indiana, Louisiana, Minnesota, Mississippi, Ohio, Oklahoma and Texas. As of September 30, 2020, the company owned approximately $33 billion in assets and also owned 53.7 percent of the common units representing limited partner interests in Enable Midstream Partners, LP, a publicly traded master limited partnership that owns, operates and develops strategically located natural gas and crude oil infrastructure assets. With approximately 9,600 employees, CenterPoint Energy and its predecessor companies have been in business for more than 150 years. For more information, visit CenterPointEnergy.com.

Brandi Summersill - (713) 207-6500

Prairie Provident Resources Announces Third Quarter 2020 Financial and Operating Results

CALGARY, Alberta, Nov. 12, 2020 (GLOBE NEWSWIRE) — Prairie Provident Resources Inc. (“Prairie Provident”, “PPR” or the “Company”) today announces our financial and operating results for the three and nine months ended September 30, 2020. PPR’s unaudited condensed interim consolidated financial statements for the three and nine months ended September 30, 2020 (“Interim Financial Statements”) and related Management’s Discussion and Analysis (“MD&A”) for the three and nine months ended September 30, 2020 are available on our website at www.ppr.ca and filed on SEDAR.

PPR’s third quarter financial results continue to reflect the significant decline in global energy demand and resultant impact on crude oil pricing caused by the COVID-19 pandemic since early 2020. While the health and safety of our employees, partners and communities remains a priority, the Company has proactively taken steps to maintain our liquidity and financial position during this unprecedented time.

Initiatives undertaken include suspending the capital program; identifying immediate and targeted operating cost reductions; reducing compensation across the organization; and reaching an agreement with our lenders to defer the Company’s borrowing base re-determination and to suspend cash interest payments on our 15% subordinated unsecured notes due October 31, 2021 (“Senior Notes”).

As a result of these initiatives, the Company expects to realize adjusted funds flow (“AFF”)1 savings of approximately $8.0 million to $10.0 million for 2020. In addition, PPR has WTI hedges on over 80% of our 2020 and 30% of our 2021 forecast base oil production (net of royalties), respectively, which protect our operating cash flows and provide further resiliency amid continued volatility.  At September 30, 2020, our hedges were fair valued at over $4.7 million. 

Q3 2020 HIGHLIGHTS

  • Due to the ongoing adverse effects of the COVID-19 pandemic and OPEC+ supply issues, oil prices were significantly depressed throughout the second quarter of 2020, and despite moderate improvement in the third quarter of 2020 remain significantly lower year-over-year from 2019 levels. PPR’s Q3 2020 cash flows were partially protected by our hedging program, which brought in $2.8 million of realized gains for the quarter.
  • Production averaged 4,516 boe/d (68% liquids) in the third quarter of 2020, a 27% or 1,698 boe/d decrease from the same period in 2019, primarily driven by natural declines and production shut-ins, partially offset by production from our 2019/2020 drilling program. In response to weak oil prices, PPR permanently shut-in approximately 130 boe/d of uneconomic oil production and suspended our capital program during the second quarter of 2020, and also deferred workover activities to preserve reserves value and liquidity, which resulted in temporary production loss over the quarter. As oil prices have partially recovered, PPR resumed workover activities in the third quarter of 2020 on select projects that meet our current economic thresholds of less than one-year payout.
  • In addition to shutting in uneconomic production, PPR implemented various other cost reduction initiatives including the realignment of field structure, negotiating rate reductions with vendors and suspending workover activities.  These cost savings initiatives together with lower production, resulted in a decrease in operating expenses of $1.1 million compared to the third quarter of 2019, partially offset by a higher level of workover activities. 
  • Operating netback1 after the impact of realized gains on derivatives was $6.3 million ($15.15/boe) for the third quarter of 2020, reflecting a decrease of $4.5 million or 42% from the same period in 2019. Our hedging program provided $2.8 million of realized gains in the third quarter of 2020 which partially mitigated a 29% drop in realized oil prices from the corresponding period in 2019. 
  • Net capital expenditures1 during the second quarter of 2020 were nominal, as a result of the suspension of the capital program.
  • Adjusted funds flow1, excluding $0.1 million of decommissioning settlements, was $3.9 million ($0.02 per basic and diluted share) for the third quarter of 2020, a 40% or $2.7 million decrease from the same quarter in 2019. Primary contributors to the decrease were lower production volumes and lower realized oil prices, which were partially offset by a reduction in operating expenses, royalties, general and administrative (“G&A”) expenses and cash interest expenses.
  • Net loss totaled $8.3 million in the third quarter of 2020 compared to a net loss of $2.3 million in the same period of 2019, driven primarily by a non-cash unrealized loss on derivative instruments of $3.9 million in the third quarter of 2020 versus an unrealized gain of $5.2 million in the third quarter of 2019. The unrealized loss on derivative instruments was due to a decrease in derivative asset value between June 30, 2020 and September 30, 2020.  The decrease in derivative asset value during the third quarter of 2020 was largely due to realizing $2.8 million of gains from contracts settled in the period.
  • Net debt1 at September 30, 2020 totaled $117.6 million, up $6.2 million from December 31, 2019. The increase is attributed to an unrealized foreign exchange loss of $2.0 million, which was driven by a weaker Canadian dollar relative to the US dollar on the Company’s US-dollar denominated debt, amortization of deferred financing costs and an increase of $5.3 million in deferred interest on the Company’s bank debt, partially offset by a year-to-date AFF1 that exceeds capital expenditures, finance lease payments and decommissioning settlements.
  • A lender redetermination of the senior secured revolving note facility (“Revolving Facility”) borrowing base, originally scheduled for the spring of 2020, continues to be temporarily deferred. Until the redetermination is concluded, the Company agreed to direct excess funds, after payment of all operating, G&A and other costs of conducting our business, to the repayment of borrowings on the Revolving Facility and to not make further advances under that facility. PPR also agreed to a 200 basis point payment-in-kind margin increase on outstanding advances, payable on maturity of the Revolving Facility. 
  • The maturity date of the Revolving Facility is April 30, 2021. As the maturity date is within 12 months from September 30, 2020, the total outstanding amount under the Revolving Facility is classified under current liabilities as at September 30, 2020. The Company and our lenders continue to work towards a long‐term solution on the credit facilities.  The lenders under both the Revolving Facility and the Senior Notes agreed to waive the application of all financial covenants for September 30, 2020.  
  • At September 30, 2020, PPR had US$57.3 million of borrowings drawn against the US$60.0 million Revolving Facility, comprised of US$30.3 million (C$40.5 million equivalent using the exchange rate at the time of borrowing, plus C$0.4 million equivalent of deferred interest, using the September 30, 2020 exchange rate of $1.00 USD to $1.33 CAD) of CAD-denominated borrowing and US$27.0 million of USD-denominated borrowing (C$35.7 million, plus C$0.4 million of deferred interest equivalent using the September 30, 2020 exchange rate). In addition, US$34.4 million (C$38.0 million, plus C$7.8 million of deferred interest  equivalent using the September 30, 2020 exchange rate) of Senior Notes were outstanding at September 30, 2020, for total borrowings of US$91.7 million (C$122.9 million using the September 30, 2020 exchange rate).

1  Non-IFRS measure – see below under “Non-IFRS Measures”

CEO SUCCESSION

Prairie Provident also announces that Tim Granger, Chief Executive Officer and a director of the Company, has decided to retire after almost eight years of service to PPR and its predecessor, Lone Pine Resources, and that Tony van Winkoop will be appointed Chief Executive Officer.

“The board of directors, shareholders and employees of Prairie Provident wish to thank Tim for his years of loyal service, sound leadership and stewardship.  We wish him well in his future endeavors,” said Patrick McDonald, Chair of the Board of Directors. “On behalf of the Board, I would also like to congratulate Tony on his appointment as CEO, a well-deserved recognition of his contribution to the Company and moreover demonstration of our confidence in his abilities to lead the Company,” said McDonald.

Mr. van Winkoop, who has served as Vice President, Exploration for over 5 years and now President, was Chief Executive Officer of Arsenal Energy until its combination with Lone Pine Resources to form Prairie Provident in September 2016, and has been an integral member of the executive leadership team ever since.

The changes will be effective at the annual meeting of PPR shareholders to be held on December 18, 2020, at which Mr. van Winkoop will also stand for election to the board of directors together with Patrick McDonald (Chairman), Derek Petrie, William Roach, Ajay Sabherwal and Rob Wonnacott.  Mr. Granger and Terence (Tad) Flynn are not standing for re-election.

A notice of meeting and information circular for the 2020 shareholders’ meeting has been filed on SEDAR under the Company’s issuer profile at www.sedar.com, and will be disseminated to shareholders in the coming days.

FINANCIAL AND OPERATING SUMMARY

  Three Months Ended

September 30,
Nine Months Ended

September 30,
($000s except per unit amounts) 2020   2019   2020   2019  
Production Volumes        
Crude oil (bbls/d) 2,931   4,029   3,188   4,051  
Natural gas (Mcf/d) 8,704   12,092   9,411   11,792  
Natural gas liquids (bbls/d) 135   169   134   172  
Total (boe/d) 4,516   6,214   4,891   6,188  
% Liquids 68 % 68 % 68 % 68 %
Average Realized Prices        
Crude oil ($/bbl) 43.70   61.83   35.81   61.81  
Natural gas ($/Mcf) 2.26   1.14   2.09   1.57  
Natural gas liquids ($/bbl) 24.96   25.53   22.47   30.26  
Total ($/boe) 33.47   43.01   27.99   44.29  
Operating Netback ($/boe)1        
Realized price 33.47   43.01   27.99   44.29  
Royalties (3.38 ) (4.85 ) (2.78 ) (4.57 )
Operating costs (21.79 ) (18.92 ) (20.80 ) (20.86 )
Operating netback 8.30   19.24   4.41   18.86  
Realized gains (losses) on derivatives 6.85   (0.29 ) 9.65   (1.02 )
Operating netback, after realized gains (losses) on
derivatives
15.15   18.95   14.06   17.84  
  1. Operating netback is a Non-IFRS measure (see “Non-IFRS Measures” below).
Capital Structure

($000s)
September 30, 2020   December 31, 2019  
Working capital1 3.4   2.2  
Bank debt2 (121.0 ) (113.6 )
Total net debt3 (117.6 ) (111.4 )
Common shares outstanding (in millions) 172.1   171.4  
  1. Working capital (deficit) is a Non-IFRS measure (see “Non-IFRS Measures” below) calculated as current assets less current portion of derivative instruments, minus accounts payable and accrued liabilities.
  2. Bank debt includes the Revolving Facility and the Senior Notes.
  3. Net debt is a Non-IFRS measure (see “Non-IFRS Measures” below), calculated by adding working capital (deficit) and bank debt.
  Three Months Ended

September 30,
Nine Months Ended

September 30,
Drilling Activity 2020 2019 2020 2019
Gross wells 0.0 0.0 1.0 1.0
Net (working interest) wells n/a n/a 1.0 1.0
Success rate, net wells (%)1 n/a n/a 100
%
100
%
  1. For the nine months ended September 30, 2020, the Company drilled one development well with a 100% success rate.

OUTLOOK

The COVID-19 pandemic has resulted in a sharp decline in global economic activity, and consequently, a significant drop in energy demand. There has been a recent resurgence of COVID-19 cases in certain areas and the timing and extent of an eventual economic recovery remains highly uncertain.  

The downturn in oil prices has adversely affected PPR’s operating results and financial position, although the impact has been somewhat muted given that 80% of our 2020 forecast base oil production (net of royalties) is protected by hedges. Our hedging program has shielded the Company against the severe price deterioration that has occurred during these unprecedented times, underpinning the importance of maintaining liquidity and financial position. After completing the Michichi well in March 2020, PPR has suspended our capital program to preserve liquidity and protect development economics. 

Operationally, PPR conducted a bottom-up review of all of our operating expenses and identified and moved forward with immediate reduction opportunities. Operating cost reductions are being realized through rate negotiations, workforce optimizations, shutting-in uneconomic production and the deferral of activities, and are expected to total approximately $2.9 million for the year or $4.0 million on an annualized basis. 

In addition, effective April 2020, executive and non-executive salaries and director annual remuneration were reduced. Certain employee benefit programs have also been suspended. These measures are expected to result in approximately $2.0 million of gross G&A reductions for 2020 or $2.2 million on an annualized basis.

PPR continues to actively monitor and pursue available COVID-19 relief programs and has to date realized some benefit under the Canada Emergency Wage Subsidy and the Site Rehabilitation Program for federal funding of abandonment and reclamation work.

As a result of the ongoing impacts caused by COVID-19, the Company expects the remainder of 2020 and first half of 2021 to be a challenging time for our industry and for the global economy in general. While PPR cannot control or influence the macro environment, we are committed to maintaining our balance sheet and liquidity through active cost reduction efforts and will continue to work closely with our lenders.

ABOUT PRAIRIE PROVIDENT

Prairie Provident is a Calgary-based company engaged in the exploration and development of oil and natural gas properties in Alberta. The Company’s strategy is to grow organically in combination with accretive acquisitions of conventional oil prospects, which can be efficiently developed. Prairie Provident’s operations are primarily focused at the Michichi and Princess areas in Southern Alberta targeting the Banff, the Ellerslie and the Lithic Glauconite formations, along with an established and proven waterflood project at our Evi area in the Peace River Arch. Prairie Provident protects our balance sheet through an active hedging program and manages risk by allocating capital to opportunities offering maximum shareholder returns.

For further information, please contact:

Prairie Provident Resources Inc.

Tim Granger – Chief Executive Officer
Tel: (403) 292-8110
Email: [email protected]

Tony van Winkoop – President
Tel: (403) 292-8071
Email: [email protected]


Forward-Looking Statements

This news release contains certain statements (“forward-looking statements”) that constitute forward-looking information within the meaning of applicable Canadian securities laws. Forward-looking statements relate to future performance, events or circumstances, are based upon internal assumptions, plans, intentions, expectations and beliefs, and are subject to risks and uncertainties that may cause actual results or events to differ materially from those indicated or suggested therein. All statements other than statements of current or historical fact constitute forward-looking statements. Forward-looking statements are typically, but not always, identified by words such as “anticipate”, “believe”, “expect”, “intend”, “plan”, “budget”, “forecast”, “target”, “estimate”, “propose”, “potential”, “project”, “continue”, “may”, “will”, “should” or similar words suggesting future outcomes or events or statements regarding an outlook.

Without limiting the foregoing, this news release contains forward-looking statements pertaining to: the Company’s liquidity and financial position going-forward; cost reduction opportunities (including anticipated amounts) and the Company’s ability to achieve them; and future improvements in economic activity and energy demand.

Forward-looking statements are based on a number of material factors, expectations or assumptions of Prairie Provident which have been used to develop such statements but which may prove to be incorrect. Although the Company believes that the expectations and assumptions reflected in such forward-looking statements are reasonable, undue reliance should not be placed on forward-looking statements, which are inherently uncertain and depend upon the accuracy of such expectations and assumptions. Prairie Provident can give no assurance that the forward-looking statements contained herein will prove to be correct or that the expectations and assumptions upon which they are based will occur or be realized. Actual results or events will differ, and the differences may be material and adverse to the Company. In addition to other factors and assumptions which may be identified herein, assumptions have been made regarding, among other things: future commodity prices and currency exchange rates, including consistency of future prices with current price forecasts; the economic impacts of the COVID-19 pandemic, including the adverse effect on global energy demand, and the oversupply of oil production; results from development activities, and their consistency with past operations; the quality of the reservoirs in which Prairie Provident operates and continued performance from existing wells, including production profile, decline rate and product mix; the accuracy of the estimates of Prairie Provident’s reserves volumes; operating and other costs, including the ability to achieve and maintain cost improvements; continued availability of external financing and cash flow to fund Prairie Provident’s current and future plans and expenditures, with external financing on acceptable terms; the impact of competition; the general stability of the economic and political environment in which Prairie Provident operates; the general continuance of current industry conditions; the timely receipt of any required regulatory approvals; the ability of Prairie Provident to obtain qualified staff, equipment and services in a timely and cost efficient manner; drilling results; the ability of the operator of the projects in which Prairie Provident has an interest in to operate the field in a safe, efficient and effective manner; field production rates and decline rates; the ability to replace and expand oil and natural gas reserves through acquisition, development and exploration; the timing and cost of pipeline, storage and facility construction and expansion and the ability of Prairie Provident to secure adequate product transportation; regulatory framework regarding royalties, taxes and environmental matters in the jurisdictions in which Prairie Provident operates; and the ability of Prairie Provident to successfully market its oil and natural gas products.

Forward-looking statements are not guarantees of future performance or promises of future outcomes, and should not be relied upon. Such statements, including the assumptions made in respect thereof, 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 including, without limitation: changes in realized commodity prices; changes in the demand for or supply of Prairie Provident’s products; the early stage of development of some of the evaluated areas and zones; the potential for variation in the quality of the geologic formations targeted by Prairie Provident’s operations; unanticipated operating results or production declines; changes in tax or environmental laws, royalty rates or other regulatory matters; changes in development plans of Prairie Provident or by third party operators; increased debt levels or debt service requirements; inaccurate estimation of Prairie Provident’s oil and gas reserves volumes; limited, unfavourable or a lack of access to capital markets; increased costs; a lack of adequate insurance coverage; the impact of competitors; and such other risks as may be detailed from time-to-time in Prairie Provident’s public disclosure documents, (including, without limitation, those risks identified in this news release and Prairie Provident’s current Annual Information Form).

The forward-looking statements contained in this news release speak only as of the date of this news release, and Prairie Provident assumes no obligation to publicly update or revise them to reflect new events or circumstances, or otherwise, except as may be required pursuant to applicable laws. All forward-looking statements contained in this news release are expressly qualified by this cautionary statement.


Barrels of Oil Equivalent

The oil and gas industry commonly expresses production volumes and reserves on a “barrel of oil equivalent” basis (“boe”) whereby natural gas volumes are converted at the ratio of six thousand cubic feet to one barrel of oil. The intention is to sum oil and natural gas measurement units into one basis for improved analysis of results and comparisons with other industry participants. A boe conversion ratio of six thousand cubic feet to one barrel of oil is based on an energy equivalency conversion method primarily applicable at the burner tip. It does not represent a value equivalency at the wellhead nor at the plant gate, which is where Prairie Provident sells its production volumes.  Boes may therefore be a misleading measure, particularly if used in isolation. Given that the value ratio based on the current price of crude oil as compared to natural gas is significantly different from the energy equivalency ratio of 6:1, utilizing a 6:1 conversion ratio may be misleading as an indication of value.


Non-IFRS Measures

The Company uses certain terms in this news release and within the MD&A that do not have a standardized or prescribed meaning under International Financial Reporting Standards (IFRS), and, accordingly these measurements may not be comparable with the calculation of similar measurements used by other companies. For a reconciliation of each non-IFRS measure to its nearest IFRS measure, please refer to the “Non-IFRS Measures” section in the MD&A.  Non-IFRS measures are provided as supplementary information by which readers may wish to consider the Company’s performance but should not be relied upon for comparative or investment purposes. The non-IFRS measures used in this news release are summarized as follows:


Working Capital

– Working capital (deficit) is calculated as current assets excluding the current portion of derivative instruments, less accounts payable and accrued liabilities. This measure is used to assist management and investors in understanding liquidity at a specific point in time.  The current portion of derivatives instruments is excluded as management intends to hold derivative contracts through to maturity rather than realizing the value at a point in time through liquidation. The current portion of bank debt is excluded from working capital calculation as it relates to financing activities and is included in net debt calculation. The current portion of decommissioning expenditures is excluded as these costs are discretionary and the current portion of flow-through share premium and warrant liabilities are excluded as it is a non-monetary liability. Lease liabilities have historically been excluded as they were not recorded on the balance sheet until the adoption of IFRS 16 – Leases on January 1, 2019.


Net Debt

– Net debt is defined as bank debt plus working capital surplus or deficit. Net debt is commonly used in the oil and gas industry for assessing the liquidity of a company.


Operating Netback

– Operating netback is a non-IFRS measure commonly used in the oil and gas industry. This measurement assists management and investors to evaluate the specific operating performance at the oil and gas lease level. Operating netbacks included in this news release were determined by taking (oil and gas revenues less royalties less operating costs). Operating netback may be expressed in absolute dollar basis or per unit basis. Per unit amounts are determined by dividing the absolute value by gross working interest production. Operating netback, including realized commodity (loss) and gain, adjusts the operating netback for only realized gains and losses on derivative instruments.


Adjusted Funds Flow

– Adjusted funds flow is calculated based on cash flow from operating activities before changes in non-cash working capital, transaction costs, restructuring costs, and other non-recurring items. Management believes that such a measure provides an insightful assessment of PPR’s operational performance on a continuing basis by eliminating certain non-cash charges and charges that are non-recurring or discretionary and utilizes the measure to assess its ability to finance capital expenditures and debt repayments. Adjusted funds flow as presented is not intended to represent cash flow from operating activities, net earnings or other measures of financial performance calculated in accordance with IFRS. Adjusted funds flow per share is calculated based on the weighted average number of common shares outstanding consistent with the calculation of earnings per share.


Net Capital Expenditures

– Net capital expenditures is a non-IFRS measure commonly used in the oil and gas industry. The measurement assists management and investors to measure PPR’s investment in the Company’s existing asset base. Net capital expenditures is calculated by taking total capital expenditures, which is the sum of property and equipment and exploration and evaluation expenditures from the consolidated statement of cash flows, plus capitalized stock-based compensation, plus acquisitions from business combinations, which is the outflow cash consideration paid to acquire oil and gas properties, less asset dispositions (net of acquisitions), which is the cash proceeds from the disposition of producing properties and undeveloped lands. 

VistaGen Therapeutics Reports Fiscal 2021 Second Quarter Financial Results and Provides Highlights on its CNS Pipeline and Business Progress

Positive FDA Meeting Sets Key Pathway for Pivotal PH94B Phase 3 Study in the Second Quarter of 2021

Received Over $17.5 Million Net Proceeds from PH94B Upfront License Payment and Public Offering of Common Stock

Positive New Data from Second Preclinical Study of AV-101 in Combination with Probenecid

Positive Preclinical Data Differentiating Mechanism of Action of PH94B from Risk-Ridden Benzodiazepines

PR Newswire

SOUTH SAN FRANCISCO, Calif., Nov. 12, 2020 /PRNewswire/ — VistaGen Therapeutics (NASDAQ: VTGN), a biopharmaceutical company developing new generation medicines for anxiety, depression and other central nervous system (CNS) disorders, today reported its financial results for the fiscal 2021 second quarter ended September 30, 2020 and provided an update on its CNS pipeline and business progress.

“We see a significant rise in mental health concerns as the global COVID-19 pandemic continues to impact the daily lives of millions of individuals. We are committed to developing innovative therapies that provide relief to those suffering from anxiety and depression, and we are working diligently towards that goal. We are making significant progress in preparing PH94B for launch of a pivotal Phase 3 study for acute treatment of anxiety in adults with social anxiety disorder in the second quarter of 2021. After reaching consensus with the FDA on the key components of the study design, it will be very similar to the statistically significant Phase 2 study of PH94B in social anxiety disorder. We are also working with the FDA to finalize details for our Phase 2A study of PH94B in adjustment disorder, which we are planning to initiate in early 2021,” said Shawn Singh, Chief Executive Officer of VistaGen.

“Millions of people rely on benzodiazepines and other prescription drugs to manage symptoms of stress and anxiety. While some medications are safe and effective treatments, many in the current treatment paradigm have limited therapeutic benefits and potentially serious side effects and safety concerns. In Phase 2 clinical studies, PH94B produced rapid onset anti-anxiety effects without requiring systemic uptake and distribution. With its rapid-onset pharmacology, lack of systemic exposure and sedation, and its excellent safety profile in all studies to date, we believe PH94B has the potential to displace benzodiazepines in the drug treatment paradigm for anxiety disorders. In addition to social anxiety disorder, we believe PH94B also has potential as a novel treatment for adjustment disorder, postpartum anxiety, post-traumatic stress disorder, preprocedural anxiety, panic, and other anxiety-related disorders, and we look forward to assessing its potential in various controlled Phase 2 clinical studies in parallel with our Phase 3 program to assess its potential as an acute treatment of anxiety in adults with social anxiety disorder,” concluded Mr. Singh. 

CNS Pipeline Highlights and Updates:

PH94B

  • VistaGen reached consensus with the FDA on key study design and execution aspects of the Company’s initial pivotal Phase 3 study of PH94B for acute treatment of anxiety in adults with social anxiety disorder (SAD):
    • As in the statistically significant (p=0.002) Phase 2 public speaking study of PH94B in SAD, VistaGen’s Phase 3 study will involve a laboratory-simulated anxiety-provoking public speaking challenge.
    • The Phase 3 study will be a randomized, double-blind, placebo-controlled, parallel comparison study conducted at approximately 15 sites in North America.
    • The Subjective Units of Distress Scale (SUDS) will be used to assess the primary efficacy endpoint in the study.
    • Dr. Michael Liebowitz, Professor of Clinical Psychiatry at Columbia University, director of the Medical Research Network in New York City, and creator of the Liebowitz Social Anxiety Scale (LSAS), will be the Principal Investigator of the study.
    • Target enrollment (completed subjects) will be approximately 182 adults with SAD.
    • Study expected to initiate recruitment in 2Q 2021.
  • VistaGen is currently preparing for an exploratory Phase 2A clinical study of PH94B for acute treatment of adjustment disorder (AjD), an emotional or behavioral reaction considered excessive or out of proportion to a stressful event or significant life change, occurring within three months of the stressor, and/or significantly impairing a person’s social, occupational and/or other important areas of functioning. Given the diverse impact of the COVID-19 pandemic, including, among other things, fear and anxiety about health and safety, economic loss, unemployment, social isolation, disruption of established education and work practices, VistaGen submitted its preliminary protocol for the study to the FDA through the FDA’s Coronavirus Treatment Acceleration Program (CTAP). Following that submission, the Company has continued its discussions with the FDA’s Division of Psychiatric Products to determine the study’s appropriate next steps, including the final study protocol.
    • The Company is planning to conduct the proposed Phase 2A study in New York City and enroll approximately 25 to 30 subjects suffering from adjustment disorder-provoking stressors, including, but not limited to, stressors related to the diverse impact of the COVID-19 pandemic and recent civil unrest in the U.S.
    • The AjD study is expected to initiate patient recruitment in 1Q 2021.
    • The Company is also planning for additional exploratory Phase 2A studies in postpartum anxiety, post-traumatic stress disorder, and pre-procedural anxiety (pre-MRI).
  • VistaGen reported new in vitro electrophysiology data demonstrating that the mechanism of action of PH94B, does not involve direct activation of GABA-A receptors, in distinct contrast to the mechanism of action of benzodiazepines, which act as direct positive modulators of GABA-A receptors.
    • These studies are significant because they indicate that PH94B has no relevant benzodiazepine-like activity, confirming PH94B’s potential to produce rapid-onset benzo-like, anti-anxiety effects, without the risky side effects and safety concerns of benzos.

AV-101                  

  • VistaGen reported positive new data from the Company’s second preclinical study of its oral investigational drug, AV-101, combined with probenecid, an FDA-approved drug for treatment of gout used adjunctively to increase the therapeutic benefit of numerous antibacterial, anticancer and antiviral drugs.
    • The results of this new study complement previous preclinical data demonstrating the combination’s potential to substantially increase the brain concentration of AV-101’s active metabolite, 7-Cl-KYN, a potent and selective full antagonist of the NMDA receptor glycine co-agonist site, thereby reducing, rather than blocking, NMDA receptor signaling.

Partnering Activity

  • VistaGen received a $5 million non-dilutive upfront license payment from EverInsight Therapeutics (now AffaMed Therapeutics), the Company’s strategic partner for Phase 3 development and commercialization of PH94B for anxiety-related disorders in key markets in Asia.
  • Upon successful development and commercialization of PH94B in the licensed territory, VistaGen is eligible to receive up to $172 million in additional development and commercial milestone payments, plus royalties on commercial sales of PH94B.

Capital Resources

  • VistaGen completed an underwritten public offering of common stock resulting in gross proceeds of $14.29 million to the Company, before underwriting discounts and commissions and offering expenses.

Financial Results for the Fiscal Quarter Ended September 30, 2020:

Net loss: Net loss attributable to common stockholders for the fiscal quarter ended September 30, 2020 decreased to approximately $3.7 million compared to $5.7 million for the fiscal quarter ended September 30, 2019. For the six-month period ending September 30, 2020, the net loss attributable to common stockholders was approximately $7.1 million, a decrease from approximately $12.2 million reported in the same period last year.

Revenue: Total revenue for the fiscal quarter ended September 30, 2020 was $334,000, representing the revenue recognition related to its agreement with EverInsight Therapeutics (now AffaMed Therapeutics), pursuant to which the Company received a non-dilutive upfront license fee payment of $5.0 million on August 3, 2020. VistaGen recognized $334,000 in sublicense revenue pursuant to this agreement in the six months ended September 30, 2020 compared to no revenue in the six months ended September 30, 2019. The Company expects to continue recognizing revenue pursuant to this payment in future periods during our fiscal year ending March 31, 2021 and thereafter.

Research and development (R&D) expense:  Research and development expense decreased from $4.2 million in the quarter ended September 30, 2019 to $2.4 million for the quarter ended September 30, 2020. Research and development expense also decreased from $8.5 million to $4.1 million for the six months ended September 30, 2019 and 2020, respectively, in both cases, primarily due to the completion of the Company’s Phase 2 study of AV-101 as a potential adjunctive treatment of major depressive disorder in the fourth calendar quarter of 2019. Expenses related to that study and other nonclinical activities related to AV-101 decreased by $4.8 million for the six months ended September 30, 2020 compared to similar expense in the six months ended September 30, 2019. Noncash research and development expenses, primarily stock-based compensation and depreciation in both periods, accounted for approximately $391,000 and $607,000 in the six months ended September 30, 2020 and 2019, respectively.

General and administrative (G&A) expense: General and administrative expense totaled $1.3 million for the three months ended September 30, 2020 as compared to $1.2 million for the same period in the year prior. General and administrative expense decreased to approximately $2.7 million from approximately $3.1 million for the six months ended September 30, 2020 and 2019, respectively. Noncash general and administrative expense, $804,000 in the six months ended September 30, 2020, decreased from $1,044,000 in the six months ended September 30, 2019 primarily due to decreases in stock-based compensation and the noncash components of investor and public relations expense attributable to the amortization of the fair value of equity securities granted to service providers.

Cash Position: At September 30, 2020, the Company had cash and cash equivalents of approximately $15.4 million. During the quarter ended September 30, 2020, the Company received net proceeds totaling approximately $17.5 million from (i) the $5.0 million gross non-dilutive upfront license fee payment from EverInsight Therapeutics (now AffaMed Therapeutics), and (ii) the gross proceeds of approximately $14.29 million from the sale of shares of its common stock in an underwritten public offering.

As of November 12, 2020, the Company had 73,998,057 shares of common stock outstanding.

About VistaGen
VistaGen Therapeutics, Inc. is a clinical-stage biopharmaceutical company committed to developing and commercializing innovative medicines with potential to go beyond the current standard of care for anxiety, depression, and other CNS disorders. Each of VistaGen’s three drug candidates has a differentiated mechanism of action, an exceptional safety profile in all studies to date, and therapeutic potential in multiple CNS markets. For more information, please visit www.vistagen.com and connect with VistaGen on Twitter, LinkedIn and Facebook.

Forward Looking Statements

Various statements in this release are “forward-looking statements” concerning VistaGen’s future expectations, plans and prospects. These forward-looking statements are neither promises nor guarantees of future performance, and are subject to a variety of risks and uncertainties which could cause actual results to differ materially from those contemplated in these forward-looking statements, including the risks that: successful development, including, but not limited to Phase 3 development, and approval of one or more of the Company’s drug candidates may not be achieved in any market for any indication, and, if approved, may not be differentiated from the standard of care; the FDA and other regulatory authorities may decide that the results of one or more of the Company’s development programs are not sufficient for regulatory approval; development of the Company’s drug candidates may not be successful in any indication; success in nonclinical studies or in earlier-stage clinical studies may not be repeated or observed in future studies; and other adverse events or market conditions may be encountered, at any stage of development, that negatively impact further development, including entry of competitive products or other technical and unexpected hurdles in the development, manufacture and commercialization of the Company’s drug candidates. Additional risks are more fully discussed in the section entitled “Risk Factors” in VistaGen’s most recent Annual Report on Form 10-K for the year ended March 31, 2020, and in its subsequent quarterly reports on Form 10-Q, as well as discussions of potential risks, uncertainties, and other important factors in the Company’s other filings with the Securities and Exchange Commission. Any forward-looking statements represent the Company’s views only as of today and should not be relied upon as representing its views as of any subsequent date. The Company explicitly disclaims any obligation to update any forward-looking statements.


VISTAGEN THERAPEUTICS, INC.


CONSOLIDATED BALANCE SHEETS

(Amounts in dollars, except share amounts)


September 30,


 March 31, 


2020


2020


 (Unaudited)


(Note 1)


 ASSETS 

 Current assets: 

 Cash and cash equivalents  

$        15,399,500

$          1,355,100

 Prepaid expenses and other current assets 

455,700

225,100

    Deferred contract acquisition costs – current portion 

116,900

 Total current assets  

15,972,100

1,580,200

 Property and equipment, net  

257,600

209,600

 Right of use asset – operating lease 

3,403,000

3,579,600

 Deferred offering costs 

268,500

355,100

 Deferred contract acquisition cost – non-current portion 

321,700

 Security deposits and other assets  

47,800

47,800

 Total assets  

$        20,270,700

$          5,772,300


 LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT) 

 Current liabilities: 

 Accounts payable  

$          1,176,400

$          1,836,600

 Accrued expenses  

186,900

561,500

 Current notes payable, including accrued interest 

352,600

56,500

 Deferred revenue – current portion 

1,244,000

 Operating lease obligation – current portion 

338,500

313,400

 Financing lease obligation – current portion  

3,500

3,300

 Total current liabilities  

3,301,900

2,771,300

 Non-current liabilities: 

 Non-current portion of notes payable 

87,300

 Accrued dividends on Series B Preferred Stock 

5,694,700

5,011,800

 Deferred revenue – non-current portion 

3,422,000

 Operating lease obligation – non-current portion 

3,540,900

3,715,600

 Financing lease obligation – non-current portion  

1,300

3,000

 Total non-current liabilities  

12,746,200

8,730,400

 Total liabilities  

16,048,100

11,501,700

 Commitments and contingencies 

 Stockholders’ equity (deficit): 

      Preferred stock, $0.001 par value; 10,000,000 shares authorized at September 30, 2020 and March 31, 2020: 

          Series A Preferred, 500,000 shares authorized, issued and outstanding at September 30, 2020 and March 31, 2020 

500

500

             Series B Preferred; 4,000,000 shares authorized at September 30, 2020 and March 31, 2020; 1,160,240 shares issued and outstanding at September 30, 2020 and March 31, 2020 

1,200

1,200

            Series C Preferred; 3,000,000 shares authorized at September 30, 2020 and March 31, 2020; 2,318,012 shares issued and outstanding at September 30, 2020 and March 31, 2020 

2,300

2,300

        Common stock, $0.001 par value; 175,000,000 shares authorized at September 30, 2020 and March 31, 2020; 74,133,722 and 49,348,707 shares issued and outstanding at September 30, 2020 and March 31, 2020, respectively

74,100

49,300

 Additional paid-in capital  

216,444,600

200,092,800

 Treasury stock, at cost, 135,665 shares of common stock held at September 30, 2020 and March 31, 2020 

(3,968,100)

(3,968,100)

 Accumulated deficit 

(208,332,000)

(201,907,400)

 Total stockholders’ equity (deficit) 

4,222,600

(5,729,400)

 Total liabilities and stockholders’ equity (deficit) 

$        20,270,700

$          5,772,300

Note 1:  Derived from audited Consolidated Balance Sheet at March 31, 2020

 


VISTAGEN THERAPEUTICS


CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

(Amounts in Dollars, except share amounts)

(Unaudited)


 Three Months Ended September 30,  


 Six Months Ended September 30, 


2020


2019


2020


2019

 Sublicense revenue

$               334,000

$                         –

$               334,000

$                          –

  Total revenues 

334,000

334,000

Operating expenses:

 Research and development 

2,358,200

4,205,200

4,089,400

8,519,100

 General and administrative 

1,269,500

1,146,100

2,660,100

3,056,200

  Total operating expenses 

3,627,700

5,351,300

6,749,500

11,575,300

Loss from operations 

(3,293,700)

(5,351,300)

(6,415,500)

(11,575,300)

Other income (expenses), net:

 Interest income (expense), net 

(3,900)

15,400

(7,100)

31,900

 Other income

600

Loss before income taxes

(3,297,600)

(5,335,900)

(6,422,000)

(11,543,400)

Income taxes

(200)

(2,600)

(2,400)

Net loss and comprehensive loss

$           (3,297,800)

$           (5,335,900)

$           (6,424,600)

$         (11,545,800)

   Accrued dividends on Series B Preferred stock

(347,200)

(313,800)

(683,000)

(616,300)

Net loss attributable to common stockholders

$           (3,645,000)

$           (5,649,700)

$           (7,107,600)

$         (12,162,100)

Basic and diluted net loss attributable to common stockholders per common share

$                    (0.05)

$                    (0.13)

$                    (0.12)

$                    (0.29)

Weighted average shares used in computing basic and diluted net loss attributable to common stockholders per common share

67,082,935

42,622,965

59,245,209

42,622,965

 

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SOURCE VistaGen Therapeutics

Kensington Capital Acquisition Corp. and QuantumScape Corporation Announce November 25, 2020 Special Meeting to Approve Business Combination

PR Newswire

WESTBURY, N.Y. and SAN JOSE, Calif., Nov. 12, 2020 /PRNewswire/ — Kensington Capital Acquisition Corp. (NYSE: KCAC) (“Kensington“) and QuantumScape Corporation (“QuantumScape”) today announced that the Special Meeting of Stockholders of Kensington (the “Special Meeting”) to approve the pending business combination between Kensington and QuantumScape is scheduled to be held on Wednesday, November 25, 2020, at 10:00 a.m., Eastern time. The Special Meeting will be completely virtual and conducted via live webcast. Holders of Kensington’s shares of Class A Common Stock and Class B Common Stock at the close of business on the record date of October 27, 2020 are entitled to notice of the virtual Special Meeting and to vote at the virtual Special Meeting. Following the proposed business combination, QuantumScape, a leader in the development of next generation solid-state lithium-metal batteries for use in electric vehicles, will be listed on the New York Stock Exchange under the new ticker symbol (“QS”).

Kensington filed its proxy statement, prospectus and information statement (the “Proxy Statement”) with the U.S. Securities and Exchange Commission (the “SEC”) and began mailing it to stockholders on November 12, 2020. The Proxy Statement is available on the SEC Filings section of Kensington’s website www.autospac.com, as well as www.sec.gov. Kensington stockholders are encouraged to read the proxy materials, including, among other things, the reasons for Kensington’s Board of Directors’ unanimous recommendation that stockholders vote “FOR” the business combination and the other stockholder proposals set forth in the proxy materials as well as the background of the process that led to the pending business combination with QuantumScape.

Kensington stockholders who need assistance in completing the proxy card, need additional copies of the proxy materials, or have questions regarding the Special Meeting may contact Kensington’s proxy solicitor, D.F. King & Co., Inc., by telephone at (877) 478-5045 or by email at [email protected] or [email protected].

About Kensington Capital Acquisition Corp.

Kensington is a special purpose acquisition company formed for the purpose of effecting a business combination in the automotive sector.  Kensington is sponsored by Kensington Capital Partners LLC and the management team of Justin Mirro, Bob Remenar, Simon Boag and Daniel HuberKensington is also supported by a board of independent directors including Tom LaSorda, Anders Pettersson, Mitch Quain, Don Runkle and Matt Simoncini.  The Kensington team has completed over 70 automotive transactions and has over 300 years of combined experience leading some of the largest automotive companies in the world.

For additional information, please visit www.autospac.com.

About QuantumScape Corporation

QuantumScape, founded in 2010 in California, is a leader in the development of next generation solid-state lithium-metal batteries for use in electric vehicles.  The company’s mission is to revolutionize energy storage to enable a sustainable future.

For additional information, please visit www.quantumscape.com.

Forward-Looking Statements

The information in this press release includes “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. All statements, other than statements of present or historical fact included in this press release, regarding Kensington’s proposed business combination with QuantumScape and Kensington’s ability to consummate the business combination with QuantumScape are forward-looking statements. When used in this press release, the words “could,” “should,” “will,” “may,” “believe,” “anticipate,” “intend,” “estimate,” “expect,” “project,” the negative of such terms and other similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain such identifying words. These forward-looking statements are based on management’s current expectations and assumptions about future events and are based on currently available information as to the outcome and timing of future events. Except as otherwise required by applicable law, Kensington and QuantumScape disclaim any duty to update any forward-looking statements, all of which are expressly qualified by the statements in this section, to reflect events or circumstances after the date of this press release. Kensington and QuantumScape caution you that these forward-looking statements are subject to numerous risks and uncertainties, most of which are difficult to predict and many of which are beyond the control of Kensington and QuantumScape. In addition, Kensington and QuantumScape caution you that the forward-looking statements contained in this press release are subject to the following factors: (i) the occurrence of any event, change or other circumstances that could delay the business combination or give rise to the termination of the agreements related thereto; (ii) the outcome of any legal proceedings that may be instituted against Kensington or QuantumScape regarding the business combination; (iii) the inability to complete the business combination due to the failure to obtain approval of the stockholders of Kensington, or other conditions to closing in the transaction agreements; (iv) the risk that the proposed business combination disrupts Kensington’s or QuantumScape’s current plans and operations; (v) QuantumScape’s ability to realize the anticipated benefits of the business combination, which may be affected by, among other things, competition and the ability of QuantumScape to grow and manage growth profitably following the business combination; (vi) costs related to the business combination; (vii) changes in applicable laws or regulations; (viii) the possibility that QuantumScape may be adversely affected by other economic, business, and/or competitive factors; and (ix) the possibility that the expected timeframe for, and other expectations regarding the development and performance of, QuantumScape’s products will differ from current assumptions. Should one or more of the risks or uncertainties described in this press release, or should underlying assumptions prove incorrect, actual results and plans could different materially from those expressed in any forward-looking statements. Additional information concerning these and other factors that may impact the operations and projections discussed herein can be found in the Proxy Statement and Kensington’s periodic filings with the SEC.  Kensington’s SEC filings are available publicly on the SEC’s website at www.sec.gov.

Contacts

Investor Contact:
D.F. King & Co., Inc.
Geoffrey Weinberg
(877) 478-5045
(Banks and Brokers: (212) 269-5550)
[email protected] / [email protected]

 

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SOURCE Kensington Capital Acquisition Corp.

Medical Properties Trust Declares Regular Quarterly Dividend of $0.27 Per Share

Medical Properties Trust Declares Regular Quarterly Dividend of $0.27 Per Share

BIRMINGHAM, Ala.–(BUSINESS WIRE)–
Medical Properties Trust, Inc. (the “Company” or “MPT”) (NYSE: MPW) today announced that its Board of Directors declared a quarterly cash dividend of $0.27 per share of common stock to be paid on January 7, 2021 to stockholders of record on December 10, 2020.

About Medical Properties Trust, Inc.

Medical Properties Trust, Inc. is a self-advised real estate investment trust formed in 2003 to acquire and develop net-leased hospital facilities. From its inception in Birmingham, Alabama, the Company has grown to become one of the world’s largest owners of hospitals with approximately 385 facilities and roughly 42,000 licensed beds in nine countries and across four continents on a pro forma basis. MPT’s financing model facilitates acquisitions and recapitalizations and allows operators of hospitals to unlock the value of their real estate assets to fund facility improvements, technology upgrades and other investments in operations. For more information, please visit the Company’s website at www.medicalpropertiestrust.com.

Drew Babin, CFA

Senior Managing Director – Corporate Communications

Medical Properties Trust, Inc.

(646) 884-9809

[email protected]

KEYWORDS: United States North America Alabama

INDUSTRY KEYWORDS: Hospitals Construction & Property Health REIT

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Income Opportunity Realty Investors, Inc. Reports Third Quarter 2020 Results

Income Opportunity Realty Investors, Inc. Reports Third Quarter 2020 Results

DALLAS–(BUSINESS WIRE)–
Income Opportunity Realty Investors, Inc. (NYSE American: IOR), a Dallas-based real estate investment company, today reported results of operations for the third quarter ended September 30, 2020.

For the three months ended September 30, 2020, the Company reported net income of $761 thousand or $0.18 per diluted share, as compared to $1.0 million or $0.25 per diluted share for the same period in 2019.

Our primary business is investing in real estate and mortgage note receivables.

Expenses

General and administrative expenses were $94 thousand for the three months ended September 30, 2020. This represents a decrease of $5 thousand, compared to general and administrative expenses of $99 thousand for the three months ended September 30, 2019. This decrease was primarily driven by a decrease in professional fees.

Advisory fees were $194 thousand for the three months ended September 30, 2020 compared to $186 thousand for the same period in 2019 for an increase of $8 thousand. Advisory fees are computed based on a gross asset fee of 0.0625% per month (0.75% per annum) of the average of the gross asset value.

Net income fee to related party was $51 thousand for the three months ended September 30, 2020. This represents a decrease of $32 thousand, compared to the net income fee of $83 thousand for the three months ended September 30, 2019. The net income fee paid to our Advisor is calculated at 7.5% of net income.

Other income (expense)

Interest income decreased to $1.3 million for the three months ended September 30, 2020 compared to $1.7 million for the same period in 2019. The decrease of $400 thousand was primarily due to a decrease in the prime interest rate used to calculate interest on the receivable amount owed from our Advisor and other related parties.

About Income Opportunity Realty Investors, Inc.

Income Opportunity Realty Investors, Inc., a Dallas-based real estate investment company, holds a portfolio of equity real estate in Texas, including undeveloped land. The Company invests in real estate through direct equity ownership and partnerships. For more information, visit the Company’s website at www.incomeopp-realty.com.

                   
INCOME OPPORTUNITY REALTY INVESTORS, INC.    
CONSOLIDATED STATEMENTS OF OPERATIONS     
(Unaudited)    
      Three Months Ended
September 30, 
  Nine Months Ended
September 30, 
     

2020

 

 

2019

 

 

2020

 

 

2019

 

      (dollars in thousands, except per share amounts)
               
Expenses:                
General and administrative (including $190 and $209 for the nine months ended 2020 and 2019, respectively, to related parties)      

 $

94

 

 

 $

99

 

 

 $

361

 

 

 $

                      407

 

Net income fee to related party      

 

 51

 

 

 

 83

 

 

 

 249

 

 

 

 273

 

Advisory fee to related party      

 

 194

 

 

 

 186

 

 

 

 574

 

 

 

 550

 

Total operating expenses      

 

339

 

 

 

368

 

 

 

1,184

 

 

 

 1,230

 

Net operating loss        

 

(339

)

   

 

(368

)

 

 

(1,184

)

   

 

(1,230

)

               
Other income (expenses):                
 Interest income from related parties      

 

  1,302

 

 

 

 1,672

 

 

 

 4,071

 

 

 

 4,991

 

Other Income      

 

 

 

 

 

 

 

 742

 

 

 

147

 

Total other income      

 

1,302

 

 

 

1,672

 

 

 

 4,813

 

 

 

 5,138

 

Income before income taxes        

 

 963

 

   

 

1,304

 

 

 

 3,629

 

   

 

3,908

 

Income tax expense  

 

202

 

 

 

274

 

 

 

762

 

 

 

821

 

Net income      

 $

761

 

 

 $

1,030

 

 

 $

2,867

 

 

 $

3,087

 

               
Earnings per share – basic and diluted                
Net income      

 $

0.18

 

 

 $

0.25

 

 

 $

0.69

 

 

 $

0.74

 

               
Weighted average common shares used in computing earnings per share      

 

4,168,214

 

 

 

4,168,214

 

 

 

4,168,214

 

 

 

4,168,214

 

     
INCOME OPPORTUNITY REALTY INVESTORS, INC.
CONSOLIDATED BALANCE SHEETS
 
    September 30,   December 31,
 

2020

 

2019

    (Unaudited) (Audited)
    (dollars in thousands, except par value amount)

Assets

       
Notes and interest receivable from related parties

 $

13,577

 

 

 $

14,030

 

Total notes and interest receivable

 

 13,577

 

 

 

 14,030

 

Cash and cash equivalents

 

 58

 

 

 

 5

 

Receivable and accrued interest from related parties

 

 89,475

 

 

 

86,221

 

Total assets

 $

103,110

 

 

 $

100,256

 

   
Liabilities and Shareholders’ Equity    
Liabilities:    
Accounts payable and other liabilities

 $

1

 

 

 $

14

 

Total liabilities

 

 1

 

 

 

14

 

Shareholders’ equity:    
Common stock, $0.01 par value, authorized 10,000,000 shares; issued 4,173,675 and outstanding 4,168,214 shares in 2020 and 2019

 

42

 

 

 

 42

 

Treasury stock at cost, 5,261 shares in 2020 and 2019

 

(39

)

 

 

 (39

)

Paid-in capital

 

61,955

 

 

 

61,955

 

Retained earnings

 

41,151

 

 

 

38,284

 

Total shareholders’ equity

 

103,109

 

 

 

100,242

 

Total liabilities and shareholders’ equity

 $

 103,110

 

 

 $

100,256

 

   

 

Income Opportunity Realty Investors, Inc.

Investor Relations

Gene Bertcher (800) 400-6407

[email protected]

KEYWORDS: United States North America Texas

INDUSTRY KEYWORDS: REIT Finance Other Construction & Property Professional Services Construction & Property

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Urovant Sciences Enters Into Definitive Agreement for Sumitovant Biopharma to Acquire All Outstanding Shares

Urovant Sciences Enters Into Definitive Agreement for Sumitovant Biopharma to Acquire All Outstanding Shares

  • Urovant Sciences Shareholders to Receive $16.25 per share in cash
  • Urovant Special Independent Committee of the Board Unanimously Recommends that all Shareholders Vote in Favor of the Transaction
  • Agreement Represents Confidence in Urovant’s Future Success
  • Transaction expected to be completed in Q1 2021, subject to approval by a majority of minority shareholders

IRVINE, Calif. & BASEL, Switzerland–(BUSINESS WIRE)–
Urovant Sciences (Nasdaq: UROV) announced today that it has entered into a definitive agreement in which Sumitovant Biopharma will acquire Urovant Sciences for $16.25 per share or approximately $584 million in total equity value on a fully diluted basis in an all-cash merger. The price represents a 96% premium over Urovant’s closing share price of $8.28 on November 12, 2020 and a premium of 92% to Urovant’s 30-day volume weighted average share price on November 12, 2020. Sumitovant is currently Urovant’s largest shareholder with approximately 72% equity ownership of the company.

The offer was accepted by a special independent committee of the Urovant Board of Directors and was unanimously approved by the boards of directors of Urovant and Sumitovant.

“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 business is growing, and we remain focused on the potential opportunity to launch vibegron in 2021, pending FDA approval,” said James Robinson, president and chief executive officer of Urovant Sciences. “Sumitovant is our largest investor, and we have been partnering closely with them on plans to efficiently launch vibegron and achieve scale as quickly as possible. We believe that this investment represents a vote of confidence in Urovant’s future success and will put us in an even stronger position to bring vibegron to market as a new treatment option for patients with overactive bladder and to continue advancing our promising development pipeline.”

Lazard is acting as exclusive financial advisor to the special committee of Urovant’s board of directors and O’Melveny & Myers is serving as the special committee’s legal counsel. Citi is acting as exclusive financial advisor to Sumitovant and Jones Day is serving as Sumitovant’s legal counsel.

Transaction Details

Under the terms of the agreement, a wholly owned subsidiary of Sumitovant will merge with and into Urovant with Urovant surviving the merger as a wholly owned subsidiary of Sumitovant. In the merger all outstanding shares of Urovant stock (other than those held by Sumitovant) will be cancelled and converted into the right to receive $16.25 per share. The closing of the merger is subject to certain limited customary conditions, including the approval of a majority of the minority shareholders. The transaction is expected to close in the first quarter of 2021, subject to approval by the minority shareholders.

Following the transaction, Urovant will become a wholly owned subsidiary of Sumitovant, with the flexibility to continue investing in the development and launch of leading-edge urology products for patients with high unmet medical need. The company will continue to be based in Irvine, California.

The company continues to expect FDA action on its New Drug Application submission for vibegron in the U.S. by December 26, 2020.

About Urovant Sciences

Urovant Sciences is a clinical-stage biopharmaceutical company focused on developing and commercializing innovative therapies for urologic conditions. The Company’s lead product candidate, vibegron, is an oral, once-daily small molecule beta-3 agonist that is being evaluated for overactive bladder (OAB). Urovant Sciences 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. The Company 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 Sciences, a subsidiary of Sumitovant Biopharma Ltd., which is a wholly-owned subsidiary of Sumitomo Dainippon Pharma Co., Ltd., intends to develop novel treatments for additional urologic diseases. Learn more about us at www.urovant.com.

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 Myovant Sciences and Urovant 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 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 merger in 2005 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 on Schedule 14A in connection with the proposed transaction with Sumitovant, 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 shareholders 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 the Investor Relations page of Urovant’s website, www.urovant.com, or by contacting Urovant’s Investor Relations Department by mail at Attention: Investor Relations, 5281 California Ave, Suite #100, Irvine, CA 92617, or by telephone at (949) 769-2706.

Participants in the Solicitation

Urovant, Sumitovant and their respective directors, executive officers and other members of management and certain of their respective employees 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 shareholders 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.

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 Urovant as of the date of this press release and speak only as of the date of this release. Urovant disclaims any obligation to update these forward-looking statements, except as may be required by law.

Investor inquiries:

Ryan Kubota

949.769.2706

[email protected]

Media inquiries:

Ryan Kubota

Urovant Sciences

[email protected]

949.769.2706

or

Jeff Winton

Jeff Winton Associates

[email protected]

908.872.2682

KEYWORDS: Switzerland United States Japan North America Asia Pacific Europe California

INDUSTRY KEYWORDS: Health Clinical Trials Research Pharmaceutical Science Biotechnology

MEDIA:

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Lamar Advertising to appear at Nareit’s REITworld: 2020 Annual Conference

BATON ROUGE, La., Nov. 12, 2020 (GLOBE NEWSWIRE) — Lamar Advertising Company (Nasdaq: LAMR) today announced that Sean Reilly, Chief Executive Officer, and Jay Johnson, Chief Financial Officer, will be providing a company overview at Nareit’s REITworld: 2020 Annual Conference on Tuesday, November 17, 2020, at approximately 10:30 am (CT). The conference is being held virtually.

The presentation will be available on the Investor Relations section of Lamar’s website at www.lamar.com. Access to the conference webcast is available through REITworld registration at www.reit.com/events.

About Lamar Advertising Company

Founded in 1902, Lamar Advertising Company is one of the largest outdoor advertising companies in North America, with more than 357,500 displays across the United States and Canada. Lamar offers advertisers a variety of billboard, interstate logo, transit and airport advertising formats, helping both local businesses and national brands reach broad audiences every day. In addition to its more traditional out of home inventory, Lamar is proud to offer its customers the largest network of digital billboards in the United States with over 3,600 displays.

Company
Contact
:

Buster Kantrow
Director of Investor Relations
Lamar Advertising Company
(225) 926-1000
[email protected]

Largo Resources Announces Solid Third Quarter 2020 Results Highlighted by its Successful Sales Strategy Implementation and Continued Low-cost Operations

Canada NewsWire

Except as otherwise set out herein, all amounts expressed are in thousands of
U.S. dollars, denominated by “$”

Q3 2020 Highlights

  • Solid financial position: Cash at September 30, 2020 totaled $74.9 million
  • Revenues of $27.5 million, an increase of 14% over Q3 2019
  • Revenues per pound sold7 of $5.37, a 34% increase over Q3 2019
  • Net income of $2.6 million vs. a net loss of $6.0 million in Q3 2019
  • Total sales exceeded production levels in August and September 2020 for the first time since commercial independence, highlighting successful implementation of the Company’s strategy
  • Cash provided (used) before working capital items of $4.8 million vs. cash used in Q3 2019 of $3.8 million
  • Record production of 3,092 tonnes (6.8 million pounds


    1


    ) of V2O5, an increase of 5.0% over Q3 2019
  • Record global V2O5 recovery rate


    2


    of 84.2% in Q3 2020, an increase of 8.0% over Q3 2019
  • Continued low-cost operations: Cash operating costs excluding royalties


    3


    of $3.14 per lb of V2O5, compared with $3.02 per lb in Q3 2019; Total cash costs3 were $3.69 per lb in Q3 2020

Other Significant Highlights

  • 2020 cash cost guidance reduced: Cash operating cost excluding royalties3 guidance lowered to $2.60$2.80 / lb V2O5 from $3.05$3.25 / lb; Total cash cost3 guidance lowered to $3.20 to $3.40 / lb V2O5 from 3.45 – $3.65/ lb
  • Postponing cost-efficient nameplate capacity increase to Q1 2021: Planned kiln upgrades and cooler maintenance that will increase Largo’s production capacity by 10% with a CAPEX of only $1.3 million are postponed to Q1 2021 due to COVID-19 restrictions
  • Focus on safe business continuity: On track to meet lower end of 2020 production guidance with strong production results expected in Q4 2020; 2020 sales guidance maintained
  • 2020 drilling program update: Drilling was ramped up in Q3 2020 with 14,007 metres (80 holes) completed

TORONTO, Nov. 12, 2020 /CNW/ – Largo Resources Ltd. (“Largo” or the “Company“) (TSX: LGO) (OTCQX: LGORF) is pleased to announce its third quarter 2020 financial and operating results highlighted by net income of $2.6 million and revenues of $27.5 million from vanadium pentoxide (“V2O5“) equivalent sales of 2,320 tonnes. The Company achieved a new quarterly V2O5 production record of 3,092 tonnes (6.8 million lbs1) at the Maracás Menchen Mine in Q3 2020 and a new record global recovery rate2 of 84.2%.

Paulo Misk, President and Chief Executive Officer for Largo, stated: “Our positive results in Q3 2020 reflect the notable dedication of the entire Largo team as we continue to advance our independent commercial sales strategy and deliver on our operational and sales targets. We are very pleased to report a profitable quarter in Q3 2020 with continued low cash operating costs excluding royalties3of $3.14 per lb and year-to-date cash operating costs excluding royalties3 of $2.70 per lb. Additionally, our independent sales strategy has proven beneficial for the Company in Q3 2020 highlighted by an increase of 34% in revenues per lb7 sold to $5.37 from $4.02 per lb sold in Q3 2019.” He continued: Our liquidity position remains solid heading into the final stretch of 2020 and I am pleased to report that we expect to finish the year on a positive note both operationally and financially. 2020 has presented some challenges for Largo but I am very proud of the entire team who have been resilient during unprecedented times. Our integrated supply of vanadium from mine to customer remains one of the lowest costs and highest quality in the world. The future looks very bright for Largo as we expect an increase in vanadium consumption from rebar and steel applications due to new infrastructure spending and through the development of clean energy applications—both of which are aligned with our goal of contributing to a lower carbon future through the use of vanadium.”

A summary of the Company’s operational and financial performance in Q3 2020 is provided in the tables below.

Effective May 1, 2020, the Company’s Canadian and Irish entities have changed their functional currency to the U.S. dollar and the Company has changed its presentation currency from Canadian dollar to the U.S. dollar. Prior period comparative information is restated in U.S. dollars to reflect the change in presentation currency.

Financial


Three months ended


Nine months ended


September 30,


2020

September 30,

2019



September 30,

2020

September 30,

2019

Revenues


$


27,474

$

24,131


$


77,733

$

79,299

Operating costs


(20,977)

(23,673)


(56,786)

(70,271)


                 Direct mine and production costs



(11,354)


(16,691)



(31,028)


(48,058)

Net income (loss) before tax


3,352

(6,852)


1,700

(20,968)

Income tax (expense) recovery


(421)

724


(421)

(8)

Deferred income expense


(382)

179


(1,399)

(1,690)

Net income (loss)


2,549

(5,949)


(120)

(22,666)

Basic earnings (loss) per share


0.00

(0.01)


(0.00)

(0.04)

Diluted earnings (loss) per share


0.00

(0.01)


(0.00)

(0.04)

Cash provided (used) before non-cash working capital items


$


4,820

$

(3,809)


$


4,526

 

$

7,888

Net cash (used in) provided by operating activities


382

6,376


(64,249)

95,247

Net cash provided by (used in) financing activities


126

(21,510)


27,643

(94,560)

Net cash (used in) investing activities


(4,435)

(11,896)


(13,036)

(32,251)

Net change in cash


(3,320)

(28,749)


(52,604)

(34,614)


As at

September 30,

2020

December 31,

2019

Cash

$


74,895

127,499

Debt


24,788

Working capital4


84,671

78,380

Operational


Maracás Menchen Mine Production


Q3 2020

Q3 2019

Total Ore Mined (tonnes)


287,969

267,257

Ore Grade Mined – Effective Grade5 (%)


1.28

1.52

Effective Grade of Ore Milled5 (%)


1.26

1.44

Concentrate Produced (tonnes)


104,921

92,629

Grade of Concentrate (%)


3.32

3.26

Contained V2O5 (tonnes)


3,487

3,016

Crushing Recovery (%)


98.1

96.5

Milling Recovery (%)


96.5

97.0

Kiln Recovery (%)


92.5

88.8

Leaching Recovery (%)


99.7

97.2

Chemical Plant Recovery (%)


96.4

96.7

Global Recovery (%)2


84.2

78.1

V2O5 produced (Flake + Powder) (tonnes)


3,092

2,952

V2O5 produced (equivalent pounds)1


6,816,685

6,508,038

Cash operating costs per pound3

$


$3.50

$3.256

Cash operating costs excluding royalties3 per pound

$


$3.14

$3.026

Total cash costs3

$


$3.69

Revenues per pound sold 7

$


$5.37

$4.02

Third Quarter 2020 Financial Performance

In Q3 2020, the Company recognized revenues of $27.5 million from sales of 2,320 tonnes of V2O5 equivalent, representing an increase of 14% in revenues over Q3 2019 ($24.1 million). Revenues per pound sold were $5.37 in Q3 2020 compared to $4.02 per pound sold in Q3 2019, representing an increase of 34%. Q3 2020 marked Largo’s first full quarter of independent sales and the Company delivered both VPURE™ and VPURE+™ products as well as ferrovanadium (“FeV”) powered by VPURE™ to customers in Brazil, North America, Europe and Asia. The Company’s total V2O5 equivalent sales in the nine months ended September 30, 2020 are 6,508 tonnes.

The Company recorded net income of $2.6 million in Q3 2020 following the recognition of an income tax expense of $0.4 million and a deferred income tax expense of $0.4 million. This compares to net loss of $6.0 million in Q3 2019 and is primarily due to an increase in revenues and decrease in operating costs.

Operating costs for Q3 2020 were $21.0 million compared to $23.7 million in Q3 2019 and include direct mine and production costs of $11.4 million ($16.7 million in Q3 2019), royalties of $1.6 million ($1.4 million in Q3 2019), product acquisition costs of $3.9 million, distribution costs of $0.9 million, inventory write-down of $2 thousand and depreciation and amortization of $3.3 million ($5.6 million in Q3 2019). The decrease in direct mine and production costs is primarily attributable to the decrease in V2O5 equivalent sold in Q3 2020.

Cash operating costs excluding royalties3 in Q3 2020 were $3.14 per lb V2O5 sold compared to $3.02 in Q3 2019. The increase seen in Q3 2020 compared with Q3 2019 is largely due to a decrease in produced pounds of V2O5 sold as well as the incurrence of distribution costs in Q3 2020. In Q3 2020, the Company’s total cash costs3 were $3.69 per lb. The Company’s total cash costs3 measure excludes royalties, includes total professional, consulting and management fees and other general and administrative expenses and are calculated on total pounds of V2O5 sold.

In Q3 2020, cash provided before working capital items was $4.8 million compared to cash used in Q3 2019 of $3.8 million. Net cash provided by operating activities decreased from $6.4 million in Q3 2019 to $0.4 million in Q3 2020. This is primarily due to the change in accounts receivable of $4.6 million in Q3 2020 as the payment terms with the Company’s customers is greater than with its former off-take partner. A further factor is the change in inventory of $3.8 million in Q3 2020, which is a consequence of the increased time for the Company to deliver its products and recognize sales. This was offset by the change in deferred revenue of $6.6 million in Q3 2020 as cash payments were received for sales not yet recognized.

The Company’s trade payables balance at September 30, 2020 with its former off-take partner was $0.09 million. This is attributable to the re-measurement of trade receivables / payables for V2O5 sold in the period to April 30, 2020 and is the last such re-measurement.

Third Quarter 2020 Operational Performance

Q3 2020 production of 3,092 tonnes of V2O5 was a new quarterly production record for the Company, being 5% higher than Q3 2019 and 3% higher than the previous record of 3,011 tonnes in Q4 2019. V2O5 production in July 2020 was 1,055 tonnes, with 1,100 tonnes produced in August 2020 and 937 tonnes produced in September 2020. Operational stability and an increase in the global recovery2 drove the Q3 2020 production performance. Subsequent to Q3 2020, production in October 2020 was 1,119 tonnes of V2O5.

The global recovery2 record of 84.2% achieved in Q3 2020 was 8% higher than the 78.1% achieved in Q3 2019 and 4% higher than the 80.8% achieved in Q2 2020. This is primarily due to the completion of continuous improvement projects in the plant that focused on recovery levels. This was highlighted by the performance of the kiln and leaching areas in Q3 2020, with record quarterly recovery levels of 92.5% and 99.7%, respectively, being achieved. The global recovery2 in July 2020 was 86.0%, with 84.0% achieved in August and 82.1% achieved in September.

In Q3 2020, 287,969 tonnes of ore were mined with an effective grade5 of 1.28% of V2O5. The ore mined in Q3 2020 was 8% higher than in Q3 2019 and 12% higher than in Q2 2020, which was impacted by the COVID-19 restrictions put in place as well as operational restrictions due to the rainy season. The Company produced 104,921 tonnes of concentrate with an effective grade5 of 3.32%. The operational performance in Q3 2020 has remained in-line with the Company’s plans despite the COVID-19 restrictions put in place.

The Company’s planned upgrades to the kiln and improvements in the cooler to increase nameplate capacity to 1,100 tonnes of V2O5 per month are now scheduled for Q1 2021 as a result of precautionary measures taken by the Company in light of the COVID-19 pandemic.

Successful Sales Strategy Implementation – Strong Sales Results in August and September 2020

The Company progresses its sales strategy for 2020 is in line with expectations, highlighted by V2O5 equivalent sales of 1,062 tonnes in August 2020 and 1,060 tonnes in September 2020. From May to July 2020, the Company successfully built the necessary inventories to fill its sales pipeline and meet customer commitments as planned. As a result of Largo’s new commercial independence and sales flexibility, the Company increased its sales in China to take advantage of higher prices and greater overall demand in Q3 2020. This further highlights the positive effect of the Company’s commercial strategy on its reputation, visibility and financial performance. Delivery times to Asia have increased in Q3 2020 due to logistical constraints related to the COVID-19 pandemic. The Company continues to actively manage this process to provide premium products and service to its customers and remains confident in its ability to deliver on its 2020 sales guidance of 9,500 to 10,000 tonnes of V2O5.

For Q3 2020, the average price per lb of V2O5 in Europe was approximately $5.33, compared with approximately $7.16 for Q3 2019. During Q3 2020, the average price per lb of V2O5 in Europe increased by 1%, ending the period with an average price of approximately $5.35, compared with approximately $5.30 at June 30, 2020. In Q3 2020, the average price per lb of V2O5 in China was approximately $5.90 on a cost, insurance, and freight (“CIF”) equivalent basis. In Q3 2020, China continued to be the driver of global vanadium demand from increased infrastructure spending and the development of green technology applications. Going forward, Largo expects additional global vanadium demand growth as a result of recently announced stimulus packages and a focus on carbon footprint reduction. These significant, long-term trends are forecast to increase the consumption of vanadium in rebar, high-quality steel applications and through new vanadium redox flow battery deployments around the world.

Exploration Drilling Program Ramped Up in Q3 2020

After delays experienced in early 2020 due to the COVID-19 pandemic, exploration drilling was ramped up and 14,007 metres of drilling (80 holes) was completed in Q3 2020. Drilling focused on definition drilling at Novo Amparo Norte, Gulcari A Norte and additional drilling at the Campbell Pit. In early October 2020, drills were moved to the São José and Novo Amparo deposits for further expansion and resource definition drilling to gain a greater level of understanding of these deposits. As of November 12, 2020, the Company has drilled 19,465 metres (109 holes).

The Company does not anticipate any further disruptions to the overall 2020 exploration plan. The São José and Novo Amparo targets, as well as depth extension drilling at the Campbell Pit, will be the focus of exploration activities in Q4 2020.

Conference Call

Largo Resources’ management will host a conference call on Friday, November 13, 2020, at 10:00 a.m. ET, to discuss both operational and financial results for the third quarter of 2020.


Conference Call Details:



Date:

Friday, November 13, 2020


Time:

10:00 a.m. ET


Dial-in Number:

Local / International: +1 (416) 764-8688

North American Toll Free: (888) 390-0546

Brazil Toll Free:  08007621359


Conference ID:

63665793


Replay Number:

Local / International: + 1 (416) 764-8677

North American Toll Free: (888) 390-0541

Replay Passcode: 537676 #


Website:

To view press releases or any additional financial information, please visit the Investor Relations section of the Largo Resources website at:  www.largoresources.com/investors 

A playback recording will be available on the Company’s website for a period of 60-days following the conference call.

The information provided within this release should be read in conjunction with Largo’s unaudited condensed interim consolidated financial statements for the three and nine months ended September 30, 2020 and 2019 and its management’s discussion and analysis for the three and nine months ended September 30, 2020, which are available on our website at www.largoresources.com and on SEDAR.

About Largo Resources

Largo Resources is an industry preferred producer and supplier of vanadium for the global steel and high purity markets. Largo’s VPURE™ and VPURE+™ products are sourced from one of the world’s highest-grade vanadium deposits at the Maracás Menchen Mine located in Brazil. The Company’s common shares are principally listed on the Toronto Stock Exchange under the symbol “LGO”. For more information on Largo and VPURE™, please visit www.largoresources.com and www.largoVPURE.com.


Neither the Toronto Stock Exchange (nor its regulatory service provider) accepts responsibility for the adequacy or accuracy of this release.


Forward Looking Information

This press release contains forward-looking information under Canadian securities legislation, some of which may be considered “financial outlook” for the purposes of application Canadian securities legislation (“forward-looking statements”). Forward

looking information in this press release includes, but is not limited to, statements with respect to the timing and amount of estimated future production and sales; costs of future activities and operations; the extent of capital and operating expenditures; and the extent and overall impact of the COVID-19 pandemic in Brazil and globally. Forward-looking statements can be identified by the use of forward-looking terminology such as “plans”, “expects” or “does not expect”, “is expected”, “budget”, “scheduled”, “estimates”, “forecasts”, “intends”, “anticipates” or “does not anticipate”, or “believes”, or variations of such words and phrases or statements that certain actions, events or results “may”, “could”, “would”, “might” or “will be taken”, “occur” or “be achieved”. All information contained in this news release, other than statements of current and historical fact, is forward looking information. Forward-looking statements are subject to known and unknown risks, uncertainties and other factors that may cause the actual results, level of activity, performance or achievements of the Largo to be materially different from those expressed or implied by such forward-looking statements, including but not limited to those risks described in the annual information form of Largo and in its public documents filed on SEDAR from time to time. Forward-looking statements are based on the opinions and estimates of management as of the date such statements are made. Although management of Largo has attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking statements, there may be other factors that cause results not to be as anticipated, estimated or intended. There can be no assurance that such statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements. Largo does not undertake to update any forward-looking statements, except in accordance with applicable securities laws. Readers should also review the risks and uncertainties sections of Largo’s annual and interim MD&As which also apply.

Trademarks are owned by Largo Resources Ltd.


Non-GAAP8 Measures

The Company uses certain non-GAAP financial performance measures in its press release and Management’s Discussion and Analysis for the three and nine months ended September 30, 2020, which are described in the following section.


Revenues Per Pound

The Company’s press release refers to revenues per pound sold, a non-GAAP performance measure that is used to provide investors with information about a key measure used by management to monitor performance of the Company.

This measure, along with cash operating costs and total cash costs, is considered to be one of the key indicators of the Company’s ability to generate operating earnings and cash flow from its Maracás Menchen Mine and sales activities. This revenues per pound measure does not have any standardized meaning prescribed by IFRS and differs from measures determined in accordance with IFRS. This measure is intended to provide additional information and should not be considered in isolation or as a substitute for measures of performance prepared in accordance with IFRS. This measure is not necessarily indicative of net earnings or cash flow from operating activities as determined under IFRS.

The following table provides a reconciliation of this measure per pound sold to revenues as per the Q3 2020 unaudited condensed interim consolidated financial statements.


Three months ended


Nine months ended



September 30,

2020

September 30,

2019



September 30,

2020

September 30,

2019

Revenuesi


$


27,474

$

24,131


$


77,733

$

79,299

V2O5 equivalent sold (000s lb)


5,115

5,997


14,348

16,094

Revenues per pound sold ($/lb)


$


5.37

$

4.02


$


5.42

$

4.93


  i.

As per note 21 in the Company’s unaudited condensed interim consolidated financial statements for the three and nine months ended September 30, 2020 and 2019. 


Cash Operating Costs Per Pound

The Company’s press release refers to cash operating costs per pound, a non-GAAP performance measure, in order to provide investors with information about a key measure used by management to monitor performance. This information is used to assess how well the Maracás Menchen Mine is performing compared to plan and prior periods, and also to assess its overall effectiveness and efficiency.

Cash operating costs includes mine site operating costs such as mining costs, plant and maintenance costs, sustainability costs, mine and plant administration costs, royalties, distribution costs and sales, general and administrative costs (all for the mine properties segment), but excludes depreciation and amortization, share-based payments, foreign exchange gains or losses, commissions, reclamation, capital expenditures and exploration and evaluation costs. Operating costs not attributable to the mine properties segment are also excluded, including product acquisition costs and inventory write-downs. These costs are then divided by the pounds of vanadium sold that were produced by the Maracás Menchen Mine to arrive at the cash operating costs per pound. Prior to 2020, these costs were divided by the pounds of production from the Maracás Menchen Mine, rather than pounds sold. These periods have been recalculated using produced pounds sold in the following table. This measure differs to the new total cash costs non-GAAP measure the Company will use to measure its overall performance starting in 2020 (see later in this section). 

These measures, along with revenues, are considered to be one of the key indicators of the Company’s ability to generate operating earnings and cash flow from its Maracás Menchen Mine. These cash operating costs measures do not have any standardized meaning prescribed by IFRS and differ from measures determined in accordance with IFRS. These measures are intended to provide additional information and should not be considered in isolation or as a substitute for measures of performance prepared in accordance with IFRS. These measures are not necessarily indicative of net earnings or cash flow from operating activities as determined under IFRS.

In addition, the Company’s press release refers to cash operating costs excluding royalties. This is a non-GAAP performance measure and is calculated as cash operating costs less royalties, as disclosed in the following table.

The following table provides a reconciliation of cash operating costs per pound for the Maracás Menchen Mine to operating costs as per the Q3 2020 unaudited condensed interim consolidated financial statements.


Three months ended


Nine months ended



September 30,

2020

September 30,

2019



September 30,

2020

September 30,

2019

Operating costsi


$


20,977

$

23,673


$


56,786

$

70,271

Professional, consulting and management feesii


853

1,321


2,123

3,468

Other general and administrative expensesii


390

111


1,155

602

Less: product acquisition costsi


(3,877)


(7,180)

Less: inventory write-downiii




(317)

Less: depreciation and amortization expensei


(3,264)

(5,601)


(11,745)

(17,762)

Cash operating costs


15,079

19,504


40,822

56,579

Less: royaltiesi


(1,552)

(1,381)


(5,149)

(4,451)

Cash operating costs excluding royalties


13,527

18,123


35,673

52,128

Produced V2O5 sold (000s lb) iv


4,310

5,997


13,195

16,094

Cash operating costs per pound ($/lb)iv


$


3.50

$

3.25


$


3.09

$

3.52

Cash operating costs excluding royalties per pound ($/lb) iv


$


3.14

$

3.02


$


2.70

$

3.24


i.


As per note 22
in the Company’s unaudited condensed interim consolidated financial statements for the three and nine months ended September 30, 2020 and 2019.


ii.


As per the Mine properties segment in note 18 in the Company’s unaudited condensed interim consolidated financial statements for the three and nine months ended September 30, 2020 and 2019.


iii.


As per note 7 in the Company’s unaudited condensed interim consolidated financial statements for the three and nine months ended September 30, 2020 and 2019.


iv.


Cash operating costs per pound and cash operating costs excluding royalties per pound for Q3 2019 were previously calculated and presented on a pounds produced basis (V2O5 produced (000s lb) = 6,508; V2O5 sold (000s lb) = 5,997). These measures have been calculated and presented on a pounds sold basis in this MD&A.


Total Cash Costs

The Company’s press release refers to total cash costs, a non-GAAP performance measure, in order to provide investors with information about a key measure used by management to monitor performance. This information is used to assess how well the Company is performing at producing and selling vanadium products compared to plan and prior periods, and also to assess its overall effectiveness and efficiency.

Total cash costs are a non-GAAP performance measure that includes all operating costs, sales and distribution costs and the Company’s total professional, consulting and management fees and other general and administrative expenses. Total cash costs exclude royalties, depreciation and amortization, share-based payments, foreign exchange gains or losses, commissions, reclamation costs, exploration and evaluation costs and capital expenditures. These costs are then divided by the total pounds of vanadium sold by the Company to arrive at total cash costs.

This measure differs from cash operating costs per pound in that it includes all operating costs, sales and distribution costs, professional, consulting and management fees and other general and administrative expenses, rather than just those from the Mine properties segment, and is calculated on total V2O5 equivalent pounds sold rather than pounds sold that were produced by the Maracás Menchen Mine. The Company believes this will be a more accurate reflection of its all-in unit costs.  

This total cash costs measure does not have any standardized meaning prescribed by IFRS and differs from measures determined in accordance with IFRS. This measure is intended to provide additional information and should not be considered in isolation or as a substitute for measures of performance prepared in accordance with IFRS. This measure is not necessarily indicative of net earnings or cash flow from operating activities as determined under IFRS.

The following table provides a reconciliation of total cash costs to operating costs as per the Q3 2020 unaudited condensed interim consolidated financial statements.


Three months ended


Nine months ended


September 30,



2020


September 30,



2020

Operating costsi


$


20,977


$


56,786

Professional, consulting and management feesii


2,094


5,026

Other general and administrative expensesii


643


2,302

Less: depreciation and amortization expensei


(3,264)


(11,745)

Less: royalties1


(1,552)


(5,149)


$


18,898


$


47,220

V2O5 equivalent sold (000s lb)


5,115


14,348

Total cash costs ($/lb)


$


3.69


$


3.29


  i. 


As per note 22
in the Company’s unaudited condensed interim consolidated financial statements for the three and nine months ended September 30, 2020 and 2019. 


  ii. 


As per the condensed interim consolidated statement of income (loss) and comprehensive income (loss) in in the Company’s unaudited condensed interim consolidated financial statements for the three and nine months ended September 30, 2020 and 2019.

_______________________________




1



 

Conversion of tonnes to pounds, 1 tonne = 2,204.62 pounds or lbs.




2


 

Global recovery is the product of crushing recovery, milling recovery, kiln recovery, leaching recovery and chemical plant recovery.




3


 

The cash operating costs per pound sold, cash operating costs excluding royalties per pound sold and total cash costs reported are on a non-GAAP basis. Refer to the “Non-GAAP Measures” section of this press release.




4



 

Defined as current assets less current liabilities per the consolidated statements of financial position.




5


 

Effective grade represents the percentage of magnetic material mined multiplied by the percentage of V2O5 in the magnetic concentrate.




6


 

The cash operating costs per pound and cash operating costs per pound excluding royalties in Q3 2019 are per pounds produced and are on a non-GAAP basis. Refer to the “Non-GAAP Measures” section of the Company’s management discussion and analysis for the three and nine months ended September 30, 2019.



7
 

Revenues per pound sold is calculated based on the quantity of V2O5 sold during the stated period. Refer to the “Non-GAAP Measures” section of this press release.




8


 

GAAP – Generally Accepted Accounting Principles.

 

SOURCE Largo Resources Ltd.

Cullen/Frost Announces Pricing Of $150 Million Depositary Shares Offering

PR Newswire

SAN ANTONIO, Nov. 12, 2020 /PRNewswire/ — Cullen/Frost Bankers, Inc. (NYSE: CFR) (“Cullen/Frost”) today announced the pricing of a public offering of 6,000,000 depositary shares, each representing 1/40th ownership interest in a share of its 4.450% non-cumulative perpetual preferred stock, Series B, for gross proceeds of $150 million. Each share of preferred stock has a liquidation preference of $1,000 per share, equivalent to $25 per depositary share. The offering is expected to close on November 19, 2020, subject to customary closing conditions.

Morgan Stanley & Co. LLC, BofA Securities, Inc., and Goldman Sachs & Co. LLC are the joint-book running managers for the offering.

The net proceeds from the issuance and sale of the depositary shares, after deducting underwriting discount and commissions, and the payment of estimated expenses, will be approximately $145.5 million. Cullen/Frost intends to use the net proceeds from the offering for general corporate purposes.

This press release does not constitute an offer to sell or a solicitation of an offer to buy, nor shall there be any sale of any of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. The securities being offered have not been approved or disapproved by any regulatory authority, nor has any such authority passed upon the accuracy or adequacy of the prospectus supplement or the shelf registration statement or prospectus relating to the offering.

The offering is being made only by means of a prospectus supplement and accompanying base prospectus. Cullen/Frost has filed a registration statement (including a base prospectus) and a preliminary prospectus supplement with the U.S. Securities and Exchange Commission (the “SEC”) for the offering to which this communication relates and will file a final prospectus supplement relating to the offering. Prospective investors should read the prospectus supplement and base prospectus in that registration statement and other documents Cullen/Frost has filed or will file with the SEC for more complete information about Cullen/Frost and this offering. You may get these documents for free by visiting EDGAR on the SEC’s website at www.sec.gov. Alternatively, copies of the final prospectus supplement and the accompanying base prospectus for the offering, when available, may be obtained by contacting Morgan Stanley & Co. LLC (180 Varick Street, New York, NY 10014, Attention: Prospectus Department, Telephone: (866) 718-1649 or by email at [email protected]); BofA Securities, Inc. (Attention Prospectus Department, NC1-004-03-43, 200 North College Street, 3rd Floor, Charlotte, NC 28255, Telephone: (800) 294-1322 or by email at [email protected]); and Goldman Sachs & Co. LLC (Prospectus Department, 200 West Street, New York, NY 10282, Telephone: (212) 902-1171 or by email at [email protected]).

About Cullen/Frost Bankers, Inc.

Cullen/Frost Bankers, Inc. (NYSE: CFR) is a financial holding company, headquartered in San Antonio, with $40.1 billion in assets at September 30, 2020. Frost provides a wide range of banking, investments and insurance services to businesses and individuals across Texas in the Austin, Corpus Christi, Dallas, Fort Worth, Houston, Permian Basin, Rio Grande Valley and San Antonio regions. Founded in 1868, Frost has helped clients with their financial needs during three centuries.

Forward-Looking Statements and Factors that Could Affect Future Results

Certain statements contained in this press release that are not statements of historical fact constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 (the “Act”), including statements regarding the potential effects of the ongoing COVID-19 pandemic on our business, financial condition, liquidity and results of operations, notwithstanding that such statements are not specifically identified as such. In addition, certain statements may be contained in our future filings with the SEC, in press releases, and in oral and written statements made by us or with our approval that are not statements of historical fact and constitute forward-looking statements within the meaning of the Act. Examples of forward-looking statements include, but are not limited to: (i) projections of revenues, expenses, income or loss, earnings or loss per share, the payment or nonpayment of dividends, capital structure and other financial items; (ii) statements of plans, objectives and expectations of Cullen/Frost or its management or Board of Directors, including those relating to products, services or operations; (iii) statements of future economic performance; and (iv) statements of assumptions underlying such statements. Words such as “believes”, “anticipates”, “expects”, “intends”, “targeted”, “continue”, “remain”, “will”, “should”, “may” and other similar expressions are intended to identify forward-looking statements but are not the exclusive means of identifying such statements.

Forward-looking statements involve risks and uncertainties that may cause actual results to differ materially from those in such statements. Factors that could cause actual results to differ from those discussed in the forward-looking statements include the factors described in our Annual Report on Form 10-K for the year ended December 31, 2019, Quarterly Report on Form 10-Q for the quarter ended September 30, 2020 or in the prospectus supplement or the shelf registration statement or prospectus relating to the offering.

Forward-looking statements speak only as of the date on which such statements are made. The corporation undertakes no obligation to update any forward-looking statement to reflect events or circumstances after the date on which such statement is made, or to reflect the occurrence of unanticipated events.

A.B. Mendez
Investor Relations
210.220.5234 
      or
Bill Day
Media Relations
210.220.5427

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SOURCE Cullen/Frost Bankers, Inc.