HilltopSecurities Welcomes Jeff Stewart to Wealth Management Division as Head of Business Development

HilltopSecurities Welcomes Jeff Stewart to Wealth Management Division as Head of Business Development

DALLAS–(BUSINESS WIRE)–
Hilltop Securities Inc. (HilltopSecurities) today announced that Jeff Stewart has joined the firm’s Wealth Management division as managing director, head of business development.

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Jeff Stewart has joined HilltopSecurities' Wealth Management division as Head of Business Development.  (Photo: Business Wire)

Jeff Stewart has joined HilltopSecurities’ Wealth Management division as Head of Business Development. (Photo: Business Wire)

In his new role, Stewart will oversee all phases of recruiting financial professionals to join HilltopSecurities’ Private Client Group and Momentum Independent Network. He will have an office at the firm’s Dallas headquarters.

“HilltopSecurities is growing and we’re excited to welcome Jeff to help us continue expanding both our employee and independent retail wealth management channels,” said HilltopSecurities Head of Wealth Management John Muschalek. “With his deep experience in the industry and proven talent, Jeff will play an important role in the growth of our premier platform to serve financial professionals and their clients across the country.”

Stewart brings more than two decades of experience to his new position, most recently as senior vice president with Tri-State Capital’s Private Bank. He has also served as regional vice president for Columbia management and as a partner with SIP Nordic, in addition to positions with Merrill Lynch’s Private Banking and Investment Group and Federated Investors. Stewart earned a bachelor’s degree from Kenyon College.

“I’m proud to join such a respected and dynamic organization, and I look forward to contributing to HilltopSecurities’ continued growth,” Stewart said.

About Hilltop Securities Inc.

Hilltop Securities Inc. delivers forthright advice and tailored solutions to municipal issuers, institutions, broker-dealers, and individuals. The full-service investment bank and registered investment adviser is headquartered in Dallas, Texas, with offices across the United States. Areas of focus include public finance; municipal and taxable fixed income underwriting, sales, and trading; retail brokerage services; securities clearing; structured finance; and securities lending. A wholly owned subsidiary of Hilltop Holdings Inc. (NYSE: HTH), HilltopSecurities’ affiliates include Hilltop Securities Independent Network Inc., PlainsCapital Bank, and PrimeLending. Learn more at www.HilltopSecurities.com. Member: NYSE/FINRA/SIPC.

Hilltop Holdings Inc.

Ben Brooks

214.252.4047

[email protected]

KEYWORDS: United States North America Texas

INDUSTRY KEYWORDS: Consulting Professional Services Finance

MEDIA:

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Jeff Stewart has joined HilltopSecurities’ Wealth Management division as Head of Business Development. (Photo: Business Wire)

Sprott Focus Trust, Inc. (Nasdaq-FUND) Declares First Quarter Common Stock Distribution of $0.1044 Per Share

TORONTO, March 03, 2021 (GLOBE NEWSWIRE) — Sprott Focus Trust, Inc. (Nasdaq-FUND) (the “Fund” or “FUND”) has declared a quarterly distribution of $0.1044 per share on its Common Stock. The distribution, optionally payable in additional shares of Common Stock or in cash by specific stockholder election, is to be paid on March 26, 2021 to stockholders of record at the close of business on March 15, 2021 (ex-dividend on March 12, 2021). The price of shares issued for reinvestment will be determined on March 19, 2021.

The Fund currently has adopted a Distribution Policy of paying quarterly distributions on its Common Stock. Distributions are being made at the annual rate of 6% of the rolling average of the prior four calendar quarter-end net asset values (“NAVs”), with the fourth quarter distribution being the greater of 1.50% of the rolling average or the minimum distribution required by IRS regulations. The policy, including the annual rate, is subject to change at the discretion of the Fund’s Board of Directors.

The Fund’s estimated sources of the distribution to be paid on March 26, 2021 and for 2021 year-to-date are as follows:

Estimated Allocations as of February 28, 2021

  Distribution
Per Share
Net Investment
Income
Net Realized
Short-Term Gains
Net Realized
Long-Term Gains
Return of Capital
FUND $0.1044 $ 0.0237 (23%) $ 0.0065 (6%) $ 0.0742 (71%) $ 0.0000 (0%)


Estimated Allocations for 2021 through February 28, 2021

  Distribution
Per Share
Net Investment
Income
Net Realized
Short-Term Gains
Net Realized
Long-Term Gains
Return of Capital
FUND $0.1044 $ 0.0237 (23%) $ 0.0065 (6%) $ 0.0742 (71%) $ 0.0000 (0%)



You should not draw any conclusions about the Fund’s investment performance from the amount of the current distribution or from the terms of the Fund’s Distribution Policy. The amounts and sources of distributions reported herein are only estimates and are not being provided for tax reporting purposes. The actual amounts and sources of the amounts for tax reporting purposes will depend upon the Fund’s investment experience during the remainder of its fiscal year and may be subject to changes based on tax regulations. The Fund will send you a Form 1099-DIV for the calendar year that will tell you how to report these distributions for federal income tax purposes.

Fund Performance and Distribution Rate Information:

  Average Annual Total
Return (in relation to
NAV for the 5-year
period ending on
2/28/2021)1
Annualized Current
Distribution Rate
(expressed as a
percentage of NAV
as of 2/28/2021)2
Cumulative total return
(in relation to NAV for
the fiscal year through
2/28/2021)3
Cumulative fiscal year
Distribution Rate (as a
percentage of NAV
as of 2/28/2021)4
FUND 13.59%   4.84%   6.68%   1.21%  



1

  Average Annual Total Return in relation to NAV represents the compound average of the Annual NAV Total Returns of the Fund for the five year period ended February 28, 2021. Annual NAV Total Return is the percentage change in the Fund’s NAV over a year, assuming reinvestment of distributions paid.



2

  The annualized Current Distribution Rate is the current fiscal period’s distribution rate annualized as a percentage of the Fund’s NAV as of February 28, 2021.



3

  Cumulative Total Return is the percentage change in the Fund’s NAV from December 31, 2020 to February 28, 2021, assuming reinvestment of distributions paid.



4

  The Cumulative Fiscal Year Distribution Rate is the dollar value of distributions for the fiscal year period (January 1, 2021 to February 28, 2021) as a percentage of the Fund’s NAV as of February 28, 2021.

About Sprott Focus Trust, Inc.

Sprott Focus Trust, Inc. is a closed-end diversified management investment company whose shares of Common Stock are listed and traded on the Nasdaq Global Select Market. The Fund’s investment goal is long-term capital growth, which it seeks by normally investing at least 65% of its assets in equity securities.

For further information on the Fund, please visit our web site at: www.sprottfocustrust.com. An investor should consider investment objectives, risks, charges and expenses carefully before investing. The Fund is a closed-end fund and closed-end funds do not continuously issue shares for sale as open-end mutual funds do. The Fund trades in the secondary market. Investors wishing to buy or sell shares need to place orders through an intermediary or broker.

Royal Bank Plaza | 200 Bay Street | Toronto, Ontario | Canada M5J 2J1 | (416) 943-6707 | www.sprott.com

Contact: Glen Williams
(416) 943-4394



Osmotica to Present at Barclays Global Healthcare Conference 2021

BRIDGEWATER, N.J., March 03, 2021 (GLOBE NEWSWIRE) — Osmotica Pharmaceuticals plc (Nasdaq: OSMT) (“Osmotica” or the “Company”), a fully integrated biopharmaceutical company, announced today that Brian Markison, Chief Executive Officer, and Andrew Einhorn, Chief Financial Officer, will present at the Barclays Global Healthcare Conference 2021 as follows:

Date: Tuesday, March 9, 2021
Time: 9:45 a.m. Eastern Time
Webcast: https://kvgo.com/2021-global-healthcare-conference/osmotica-march-2021
   

About Osmotica Pharmaceuticals plc

Osmotica Pharmaceuticals plc (Nasdaq: OSMT) is a fully integrated biopharmaceutical company focused on the development and commercialization of specialty products that target markets with underserved patient populations. The company has a diverse portfolio consisting of promoted and non-promoted products, several of which incorporate Osmotica’s proprietary Osmodex® drug delivery system. RVL Pharmaceuticals, Inc. is the Company’s ophthalmic subsidiary supporting Upneeq®. Vertical Pharmaceuticals, LLC represents the Company’s diversified branded portfolio and Trigen Laboratories, LLC represents the Company’s non-promoted products, including complex generic formulations. Osmotica has operations in the United States, Argentina, and Hungary.

Investor and Media Relations for Osmotica Pharmaceuticals plc

Lisa M. Wilson
In-Site Communications, Inc.
T: 212-452-2793
E: [email protected]



W&T Offshore Announces Fourth Quarter and Full Year 2020 Results Including Year-End 2020 Proved Reserves and Provides 2021 Guidance

HOUSTON, March 03, 2021 (GLOBE NEWSWIRE) — W&T Offshore, Inc. (NYSE: WTI) (“W&T” or the “Company”) today reported operational and financial results for the fourth quarter and full year 2020 including the Company’s year-end 2020 reserves report and 2021 guidance.

Key highlights included:

  • Produced 38,261 barrels of oil equivalent per day (“Boe/d”), or 3.5 million barrels of oil equivalent (“MMBoe”) (47% liquids), in the fourth quarter of 2020, above the high end of W&T’s guidance range, reflecting an 11% increase from the third quarter of 2020 as production was brought back online from hurricane and other unplanned downtime;
  • Reported net income for full year 2020 of $37.8 million or $0.26 per share, and a net loss of $8.9 million or $0.06 per share in the fourth quarter of 2020;
    • Reported Adjusted Net Loss1 of $22.9 million or $0.16 per share for full year 2020, and an Adjusted Net Loss of $6.7 million or $0.05 per share in the fourth quarter of 2020;
  • Generated significant Adjusted EBITDA1 of $159.0 million for the full year 2020, and $35.3 million for the fourth quarter of 2020, despite a difficult pricing environment and substantial production downtime associated with an extraordinarily active hurricane season;
    • Free Cash Flow1 totaled $76.0 million for the full year 2020 and $14.2 million in the fourth quarter of 2020;
  • Reported year-end 2020 proved reserves (utilizing SEC pricing) of 144.4 million barrels of oil equivalent (“MMBoe”), compared with 157.4 MMBoe at year-end 2019;
    • Upward revisions of 26.2 MMBoe in 2020 related to improved well performance and technical revisions, and 3.9 MMBoe from acquisitions and drilling, were offset by 27.7 MMBoe of reductions due to lower commodity prices, and 15.4 MMBoe of production;
    • Disclosed that year-end 2020 proved reserves (utilizing NYMEX strip pricing as of December 31, 2020) would have been 169.5 MMBoe;
  • Remained focused on controlling expenses and reported fourth quarter 2020 lease operating, gathering and transportation, and general and administrative costs that were at the low end or below W&T’s guidance ranges;
  • Announced 2021 preliminary capital spending of between $30 million and $60 million to achieve stable production and maintain the ability to generate free cash flow to fund the reduction of debt and potential acquisitions; and
  • Provided 2021 production and expense guidance.

1 A non-GAAP financial measure; see “Non-GAAP Information” attached to this release for more information including reconciliations to most comparable GAAP measures.

Tracy W. Krohn, W&T’s Chairman and Chief Executive Officer, stated, “I am quite pleased with our response to the extraordinary challenges that 2020 presented. We managed through a global pandemic, commodity price declines and a record number of named storms in the Gulf of Mexico. We have continued to take steps to protect our employees and contractors during the pandemic and, to-date, our people and our operations have not been materially impacted by COVID-19. In the fourth quarter, our operations team did an excellent job of returning our properties to production ahead of schedule which helped us exceed our guidance.   In addition, we were able to keep our operating and overhead costs low despite the additional operational work required to restore production.”

“Despite the difficulties we faced in 2020, we continued our focus on delivering free cash flow. By adjusting quickly to the changing environment early in 2020 and reducing our planned capital expenditures, we were able to generate $76.0 million in Free Cash Flow in 2020 compared with $74.0 million in 2019. We utilized a portion of our 2020 Free Cash Flow to retire $72.5 million of our senior notes for $23.9 million, with the added benefit of saving over $7.1 million in annualized interest and preserving long-term capital. Additionally, we recently   completed the consolidation of our two natural gas treatment facilities that serve the Mobile Bay area into a single facility with more than enough capacity for our current operations as well as production from future natural gas drilling projects in the area. The consolidation of these facilities is expected to result in approximately $5 million per year in savings, beginning in 2021, as well as lower our Scope 1 emissions.”

“It is my pleasure to announce that W&T Offshore’s inaugural Environment, Social and Governance (“ESG”) report will be coming out shortly with our annual report and include key metrics for the past three years. We founded W&T nearly 40 years ago with the same core values we have today that have guided our success and provided the foundation for W&T to grow into a trusted operator. We believe that every employee has a responsibility to ensure that we operate with the highest regards toward ESG and we have empowered our management to allocate resources and tools necessary to create a working environment focused on accomplishing our ESG objectives.”

“Entering 2021, while market and pricing conditions are improving, our strategy remains unchanged. We have assembled a premier portfolio of conventional, low-declining producing properties that generate a solid foundation of cash flow with significant upside. While we have a substantial inventory of drilling opportunities with potentially high rates of return, we are not devoting all of our free cash flow to drilling, rather we are maximizing financial flexibility. The current price environment should allow us to generate meaningful free cash flow which we can use to reduce debt or potentially fund additional opportunities. Accordingly, our capital spending in 2021 is expected to be in the range of $30 to $60 million. The timing of our capital spending will be weighted to late 2021, which should benefit production in 2022. As a result, our 2021 production guidance of 38,000 to 42,000 Boe/d is modestly lower than our full year 2020 average, but higher than the fourth quarter of 2020. The lower decline profile of our conventional asset base allows for reductions in capital expenditures without significantly impacting near-term production levels. The energy industry is cyclical and we have faced adversity many times in the past, but our success over nearly 40 years has been because of our unwavering strategic focus that has positioned W&T to create value,” concluded Mr. Krohn.  

For the fourth quarter of 2020, W&T reported a net loss of $8.9 million, or $0.06 per share. Excluding primarily an $11.5 million unrealized commodity derivative loss, a $6.9 million non-cash tax benefit, and a $2.7 million credit related to a settlement with the U.S. Bureau of Safety and Environmental Enforcement (“BSEE”), the Company’s Adjusted Net Loss was $6.7 million, or $0.05 per share. In the fourth quarter of 2019, W&T reported net income of $9.6 million, or $0.07 per share, and Adjusted Net Income of $24.4 million or $0.17 per share. In the third quarter of 2020, W&T reported a net loss of $13.3 million, or $0.09 per share. For that same period, Adjusted Net Loss was $19.9 million or $0.14 per share.

Adjusted EBITDA totaled $35.3 million for the fourth quarter 2020, which represents an increase of 81% compared to $19.5 million in the third quarter of 2020 driven by increased pricing and production, and a decrease of 55% compared to $79.0 million in the fourth quarter of 2019 driven by lower realized pricing and lower production.

Free Cash Flow for the fourth quarter of 2020 totaled $14.2 million compared with $26.8 million in the same period in 2019 and $5.9 million in the third quarter of 2020.

Adjusted Net (Loss) Income, Adjusted EBITDA and Free Cash Flow are non-GAAP financial measures, which are described in more detail and reconciled to the most comparable GAAP measures, in the attached tables below under “Non-GAAP Information.”

Production, Prices and Revenues: Production for the fourth quarter of 2020 was 38,261 Boe/d or 3.5 MMBoe, an increase of 11% compared to 34,459 Boe/d in the third quarter of 2020 and down 28% versus 52,773 Boe/d in the fourth quarter of 2019. Production for the fourth quarter of 2020 was above the high end of production guidance due to faster recovery from hurricane downtime and unplanned downtime compared to forecast. Fourth quarter 2020 production was comprised of 1.3 million barrels (“MMBbls”) of oil, 0.4 MMBbls of natural gas liquids (“NGLs”) and 11.2 billion cubic feet (“Bcf”) of natural gas. Liquids production comprised 47% of total production in the fourth quarter of 2020.

For the fourth quarter of 2020, W&T’s average realized crude oil sales price was $42.84 per barrel. The Company’s realized NGL sales price was $16.30 per barrel and its realized natural gas sales price was $2.63 per Mcf. The Company’s combined average realized sales price for the quarter was $25.63 per Boe, which represents a 17% decrease from $30.75 per Boe that was realized in the fourth quarter of 2019 and an increase of 16% compared to $22.16 per Boe in the third quarter of 2020.

Revenues for the fourth quarter of 2020 decreased 38% to $94.7 million compared to $151.9 million in the fourth quarter of 2019 driven by lower pricing and production, and increased 31% compared to $72.5 million in the third quarter of 2020, driven by increased production and pricing quarter-over-quarter.

Lease Operating Expenses: Lease Operating Expense (“LOE”) which includes base lease operating expenses, insurance premiums, workovers, facilities maintenance and hurricane repairs was $43.3 million in the fourth quarter of 2020, at the low end of guidance, compared to $53.3 million in the fourth quarter of 2019 and $36.4 million in the third quarter of 2020. On a component basis for the fourth quarter of 2020, base lease operating expenses and insurance premiums were $33.0 million, workovers were $1.7 million, facilities maintenance expenses were $3.9 million and hurricane repairs totaled $4.7 million. On a unit of production basis, LOE was $12.31 per Boe in the fourth quarter of 2020, up 12% from $10.98 per Boe in the fourth quarter of 2019, reflecting lower production somewhat offset by lower costs, and up 7% from $11.49 per Boe in the third quarter of 2020, reflecting higher costs associated with hurricane repair.

Gathering, Transportation Costs and Production Taxes: Gathering, transportation costs and production taxes totaled $5.3 million, or $1.51 per Boe in the fourth quarter of 2020, compared to $7.7 million, or $1.59 per Boe in the fourth quarter of 2019, and $4.8 million, or $1.52 per Boe in the third quarter of 2020. Costs were slightly below the low end of guidance in the fourth quarter of 2020.

Depreciation, Depletion, Amortization and Accretion (“DD&A”): DD&A, including accretion for asset retirement obligations, was $7.54 per Boe of production for the fourth quarter of 2020 compared to $7.79 per Boe for the fourth quarter of 2019 and $7.93 per Boe for the third quarter of 2020.

General and Administrative Expenses (“G&A”):   G&A was $7.7 million for the fourth quarter of 2020, well below the guidance range of $11.7 million to $12.9 million. The fourth quarter of 2020 benefitted from a $2.7 million credit related to a settlement with BSEE that resolved certain pending civil penalties issued by BSEE. G&A in the fourth quarter of 2019 totaled $17.6 million and included higher litigation and incentive compensation costs while the third quarter of 2020 totaled $14.5 million and included increased legal costs incurred in reviewing potential acquisition opportunities and higher benefits costs.   On a unit of production basis, G&A declined significantly to $2.18 per Boe in the fourth quarter of 2020 compared with $3.62 per Boe in the fourth quarter of 2019, and $4.57 per Boe in the third quarter of 2020.  

Derivative (Gain) Loss: In the fourth quarter of 2020, W&T recorded a net loss of $11.5 million on its outstanding commodity derivative contracts, substantially all of which was an unrealized commodity derivative loss, largely due to higher quarter-end oil and natural gas prices compared to third quarter of 2020. This compared to a net loss of $18.7 million in the fourth quarter of 2019 of which $18.1 million was an unrealized commodity derivative loss, and a net loss of $11.2 million in the third quarter of 2020 of which $13.1 million was an unrealized commodity derivative loss.

In the fourth quarter of 2020 and in early 2021, W&T added the following derivative positions:

   
Production Period   Instrument   Avg. Daily Volumes Weighted Avg Swap Price Weighted Avg Put Price Weighted Avg Call Price
Crude Oil – WTI NYMEX:         (bbls) (per Bbl) (per Bbl) (per Bbl)
Mar 2022 – May 2022   Swaps     1,000 $41.90    
Mar-22   Swaps     1,076 $42.75    
Apr-22   Swaps     1,055 $42.75    
May-22   Swaps     1,000 $42.75    
Mar 2021 – Dec 2021   Costless Collars 200   $40.00 $54.90
Mar 2022 – May 2022   Costless Collars 1,000   $35.00 $47.50
Mar 2022 – May 2022   Costless Collars 1,000   $35.00 $49.50
                   
Production Period   Instrument   Avg. Daily Volumes Weighted Avg Swap Price Weighted Avg Put Price Weighted Avg Call Price
Natural Gas – Henry Hub NYMEX:         (MMBTU) (per MMBTU) (per MMBTU) (per MMBTU)
Mar 2022 – May 2022   Costless Collars 10,000   $2.25 $3.40
Mar-22   Swaps     10,095 $2.69    
Apr-22   Swaps     11,571 $2.69    
May-22   Swaps     10,000 $2.69    
                   

A listing of the Company’s current outstanding derivative positions is included in the tables below as well as in the Investor Relations section of W&T’s web site under the “Financial Info” tab.

Interest Expense: Interest expense, as reported in the income statement, in the fourth quarter of 2020 was $15.4 million compared with $16.6 million in the same period in 2019 and $14.1 million in the third quarter of 2020. The reduction in expense from the prior year relates primarily to reduced interest costs following the retirement of $72.5 million in principal of W&T’s 9.75% Senior Second Lien Notes in early 2020.

Income Tax: W&T recorded a non-cash income tax benefit of $6.9 million in the fourth quarter of 2020 compared to a non-cash income tax benefit of $8.2 million in the fourth quarter of 2019 and a non-cash income tax benefit of $21.1 million in the third quarter of 2020.

For the year ended December 31, 2020, the income tax benefit was positively impacted by adjustments related to the enactment of the CARES Act on March 27, 2020. Additionally, the third and fourth quarters of 2020 were impacted by the Treasury issuing regulations under IRC Section 163(j) on July 28, 2020 related to the business interest expense limitation. W&T’s effective tax rate was not meaningful for the three months ended December 31, 2020 or September 30, 2020.

As of December 31, 2020, W&T’s deferred tax valuation allowance was $22.4 million. The Company continually evaluates the need to maintain a valuation allowance on its deferred tax assets. Any future reduction of a portion or all of the valuation allowance would result in a non-cash income tax benefit in the period the decision occurs. W&T is not currently forecasting any cash income tax expense for the near-term.

Balance Sheet and Liquidity: Total liquidity on December 31, 2020 was $174.3 million, consisting of cash and cash equivalents of $43.7 million and $130.6 million of availability under W&T’s revolving bank credit facility. At December 31, 2020, the Company had $80.0 million in borrowings on its $215 million revolving credit facility and $4.4 million of letters of credit outstanding. Total long-term debt, including $80.0 million in revolving credit facility borrowings, was $625.3 million, net of unamortized debt issuance costs.

In early 2020, W&T purchased in the open market $72.5 million of its Senior Second Lien Notes for $23.9 million, reducing the liability associated with the notes to $552.5 million, which resulted in annualized interest savings of $7.1 million.

In January 2021, W&T’s bank group completed its regularly scheduled semi-annual borrowing base redetermination and the borrowing base was set at $190 million. As of March 3, 2021, the borrowings against the facility in the ordinary course of business have been reduced by $32 million to $48 million. The next regularly scheduled redetermination is in the spring of 2021.   W&T is currently in compliance with all applicable covenants of the Credit Agreement and the Senior Second Lien Notes indenture.

Capital Expenditures: In March 2020, due to the uncertain commodity outlook in light of the COVID-19 pandemic, W&T suspended drilling and completion activities and significantly reduced its 2020 capital expenditure budget to $15 million to $25 million from its prior level of $50 million to $100 million. Per the Statement of Cash Flows, capital expenditures in the fourth quarter of 2020 (excluding acquisitions) were $3.0 million. Capital expenditures for full year 2020 totaled $17.6 million.

2021 CAPITAL INVESTMENT PROGRAM

Under current commodity pricing conditions, W&T intends to focus on generating free cash flow which can be used toward debt reduction and additional accretive acquisitions. The Company’s preliminary capital expenditure budget for 2021 is expected to be in the range $30 million to $60 million, which excludes opportunistic acquisitions of oil and gas properties from third parties. W&T has significant flexibility to adjust its spending up or down at any time since it has no long-term rig contracts or drilling obligations. Furthermore, the lower decline profile of the Company’s producing asset base allows reductions in capital expenditures without significantly impacting near-term production levels.

W&T’s overall inventory of drillable projects remains strong and currently the 2021 capital program will be focused on lower-risk, high-return projects. Additionally, in 2021, the Company expects to spend about $17 to $21 million on asset retirement obligations (“ARO”) compared to $3.3 million spent on ARO in 2020.

W&T forecasts its full year 2021 production to be in the range of 38,000 to 42,000 Boe/d, above the fourth quarter 2020 rate of 38,261 Boe/d, but modestly lower than full year 2020 average production of 42,046 Boe/d.

Environmental, Social and Governance (“ESG”) Commentary and COVID-19 Response

W&T is issuing its 2020 initial corporate ESG report later this month which will communicate W&T’s 2020 corporate responsibility and ESG initiatives as well as related key performance indicators. In the creation of its inaugural report, the Company consulted the Sustainability Accounting Standards Board’s (“SASB”) Oil and Gas Exploration and Production Sustainability Accounting Standard, the recommendations of the Task Force on Climate-related Financial Disclosures (“TCFD”), and other reporting guidance from industry frameworks and standards.

W&T is committed to the health and safety of all its employees and contractors and has taken steps to ensure their continued safety in its response to the COVID-19 pandemic. At its corporate office, W&T instituted 100% remote work on March 23, 2020, and subsequently reopened its offices and implemented actions to protect employees including temperature checks, mask wearing, social distancing, and limiting headcount to 50% or less in its offices during peak COVID-19 outbreaks in the community. 

For its field operations, the Company instituted screening, which includes a questionnaire and temperature check, of all personnel prior to entry into heliports and shorebases as well as its Alabama gas treatment plant. The Company conducts daily temperature screenings at all offshore facilities, implemented procedures for distancing and hygiene at its field locations, and provides COVID-19 testing for field project crews. 

W&T will continue to monitor the COVID-19 situation and follow the advice of government and health advisors.  To-date, the Company’s operations and its employees have not been materially impacted by COVID-19.

Full Year-End 2020 Financial Review

W&T reported net income for full year 2020 of $37.8 million, or $0.26 per share, and Adjusted Net Loss of $22.9 million, or $0.16 per share. For the full year 2019, W&T reported net income of $74.1 million, or $0.52 per share, and Adjusted Net Income of $85.9 million, or $0.60 per share. The Company generated $159.0 million in Adjusted EBITDA for the full year 2020 compared to $282.9 million in 2019, with the decline driven primarily by lower realized pricing and production mix. Revenues totaled $346.6 million for 2020 compared with $534.9 million in 2019, with the reduction due primarily to decreases in commodity prices. Net cash provided by operating activities for the twelve months ended December 31, 2020 was $108.5 million compared with $232.2 million in 2019. Free Cash Flow totaled $76.0 million in 2020 compared with $74.0 million in 2019.

Production for 2020 was 42,046 Boe/d or 15.4 MMBoe, comprised of 5.6 MMBbls of oil, 1.7 MMBbls of NGLs, and 48.4 Bcf of natural gas. Full year 2019 production averaged 40,634 Boe/d or 14.8 MMBoe and included 6.7 MMBbls of oil, 1.3 MMBbls of NGLs, and 41.3 Bcf of natural gas. While production increased year-over-year primarily due to the full year impact of additional production from the Mobile Bay and Magnolia acquisitions, 2020 production was negatively impacted by the eight named storms that entered the GOM. In addition, and to a lesser extent, the Company experienced unplanned downtime at Mobile Bay, previously-announced planned downtime at the Magnolia field and a combination of operated and non-operated production that was shut-in due to the decline in oil prices, and natural decline.

For the full year 2020, W&T’s realized crude oil sales price was $38.45 per barrel, NGL sales price was $11.26 per barrel and natural gas price was $2.05 per Mcf. The combined average sales price was $21.76 per Boe, or 39% lower than $35.63 per Boe sales price that was realized for full year 2019. For the full year 2019, W&T’s realized oil price was $59.89 per barrel, NGL price was $17.60 per barrel and natural gas price was $2.57 per Mcf.

For the full year 2020, LOE was $162.9 million compared to $184.3 million in 2019 with the decrease primarily due to shut-ins of certain fields during 2020 as a result of downtime events and decreases in workover and facilities expenses, partially offset by increased costs related to asset acquisitions and hurricane repairs during 2020.

Gathering, transportation costs and production taxes totaled $20.9 million, or $1.36 per Boe in 2020, compared to $28.5 million, or $1.92 per Boe in 2019. The decrease was due primarily to a larger portion of production coming from the Mobile Bay field in 2020 compared to 2019 where gathering and transportation costs per unit for natural gas are lower compared to other properties. That reduction in cost was partially offset by higher Mobile Bay production taxes.

For the full year 2020, G&A was $41.7 million, down 24% compared with full year 2019 G&A of $55.1 million. The decrease year-over-year is primarily due to lower employee benefits and salaries resulting from Payroll Protection Program (“PPP”) funds received in April 2020 and lower incentive compensation awards. G&A per Boe was $2.71 in 2020, down 27% from $3.72 in 2019.    

OPERATIONS UPDATE

W&T successfully drilled one well in the first quarter of 2020 at East Cameron 338/349, the Cota well, but suspended all other drilling activity in 2020 due to the uncertain pricing environment.

The Cota well is in over 290 feet of water and was drilled to a total depth of over 6,000 feet and encountered approximately 100 feet of net oil pay. The well is currently in the development phase of the project. Initial production is expected in the latter part of 2021. The Company has an initial 30% working interest in the Cota well but the interest will increase to 38.4% once the well is brought online and certain performance thresholds are met.

W&T participated in two federal GOM lease sales in 2020 and was awarded a total of four blocks including Eugene Island block 345, Eugene Island South Addition block 389 and Ewing Banks block 979, all in shallow water, and Garden Banks block 782 in deepwater. The Company invested approximately $1.2 million in the leases.

Well Recompletions and Workovers: During the fourth quarter of 2020, the Company performed two workovers that in total added approximately 800 net Boe per day to production.

Consolidation of Onshore Natural Gas Treatment Plants Supporting Mobile Bay Assets: In January 2021, the Company completed the consolidation of its two onshore natural gas treatment facilities that service the Mobile Bay area into the Onshore Treating Facility (“OTF”) which was acquired in 2019 from ExxonMobil, and closed its Yellowhammer treatment facility. The OTF has more than sufficient capacity to meet W&T’s current and expected needs as it further develops its Mobile Bay and regional natural gas assets in the future. The consolidation of the facilities is expected to result in savings of approximately $5 million per year beginning in 2021.

Year-End 2020 Proved Reserves

The Company’s year-end 2020 SEC proved reserves were 144.4 MMBoe, down modestly from 157.4 MMBoe at year-end 2019.   W&T recorded upward revisions of 26.2 MMBoe in 2020 related to improved well performance and technical revisions, and 3.9 MMBoe from acquisitions, primarily from the purchase of additional interests in the Mobile Bay area and in the Magnolia field. These additions were offset by 27.7 MMBoe of reductions due to lower commodity prices, and 15.4 MMBoe of production. The SEC twelve-month first day of the month average realized prices used in the report for year-end 2020 were $37.78 per barrel of oil and $2.05 per Mcf of natural gas, while for year-end 2019 they were $58.11 per barrel of oil and $2.63 per Mcf of natural gas.

About 34% of year-end 2020 SEC proved reserves were liquids (22% crude oil and 12% NGLs) and 66% natural gas. At year end, approximately 83% of 2020 proved reserves were classified as proved developed producing, 8% as proved developed non-producing and 9% as proved undeveloped.

Using average realized NYMEX strip prices at year-end 2020 of $44.43 per barrel of oil and $2.66 per Mcf of natural gas, proved reserves would have been 169.5 MMBoe, comprised of 34.7 MMBbls of oil, 20.7 MMBbls of NGLs, and 684.7 Bcf of natural gas.

W&T’s reserve life ratio at year-end 2020, based on year-end 2020 SEC proved reserves and 2020 production was 9.4 years, while based on NYMEX strip pricing reserves, it was 11.0 years.

The present value of W&T’s reported SEC proved reserves, discounted at 10% (“PV-10”), at year-end 2020 was $741 million, down about 43% from $1.3 billion at the end of 2019. The 2020 SEC PV-10 is based on twelve-month first day of the month average realized prices of $37.78 per barrel of crude oil and $2.05 per Mcf of natural gas, both after adjustment for quality, transportation, fees, energy content, and regional price differentials. For 2019, the SEC PV-10 was based on twelve-month first day of the month average realized prices of $58.11 per barrel and an average natural gas price of $2.63 per Mcf, both after adjustments for quality, transportation, fees, energy content, and regional price differential.

Utilizing average realized NYMEX strip pricing as of December 31, 2020 of $44.43 per barrel of oil and $2.66 per Mcf of natural gas, the PV-10 would have been $1.1 billion.

Summary Reconciliation W&T Offshore, Inc. Consolidated                    
  Oil   NGL   Gas   Net   Net    
  MBbls   MBbls   MMcf   MMcfe   MBoe   PV-10
BALANCE, DECEMBER 31, 2019 37,767     24,469     571,117     944,534     157,422     $1,302,457
REVISIONS OF PREVIOUS ESTIMATES 3,603     (2,295)     149,384     157,235     26,206      
REVISIONS DUE TO SEC BASE PRICE CHANGE (4,477)     (3,572)     (117,776)     (166,067)     (27,678)      
EXTENSIONS, DISCOVERIES 193     4     174     1,356     226      
PURCHASES OF MINERALS IN PLACE 737     448     14,754     21,870     3,645      
SALES OF MINERALS IN PLACE 0     0     0     0     0      
PRODUCTION (5,629)     (1,696)     (48,384)     (92,334)     (15,389)      
BALANCE, DECEMBER 31, 2020 32,196     17,358     569,269     866,594     144,432     $740,876

 (1) PV-10 for this presentation excludes any provision for asset retirement obligations or income taxes.

In accordance with guidelines established by the SEC, estimated proved reserves as of December 31, 2020 were determined to be economically producible under existing economic conditions, which requires the use of the 12-month average commodity price for each product, calculated as the unweighted arithmetic average of the first-day-of-the-month price for the year end December 31, 2020. The WTI spot price and the Henry Hub spot price were utilized as the reference prices and after adjusting for quality, transportation, fees, energy content and regional price differentials, the average realized prices were $37.78 per barrel for oil, $10.29 per barrel for NGLs and $2.05 per Mcf for natural gas. In determining the estimated realized price for NGLs, a ratio was computed for each field of the NGLs realized price compared to the crude oil realized price. This ratio was then applied to the crude oil price using SEC guidance. Such prices were held constant throughout the estimated lives of the reserves. Future production and development costs are based on year-end costs with no escalations.

Standardized measure of future net cash flows was (i) $493.7 million at December 31, 2020, which is calculated as PV-10 of $740.9 million less discounted cash outflows of $204.2 million associated with ARO and $43.0 million associated with income taxes and (ii) $986.9 million at December 31, 2019, which is calculated as PV-10 of $1,302.5 million less discounted cash outflows of $184.9 million associated with ARO and $130.7 million associated with income taxes.

First Quarter and Full Year 2021 Production and Expense Guidance

The guidance for the first quarter and full year 2021 in the table below represents the Company’s current best estimate of the range of likely future results. Guidance could be affected by the factors described below in “Forward-Looking Statements”.   

 
  First Quarter Full Year
Production 2021  2021 
     
Oil (MMBbls) 1.22 – 1.35 4.97 – 5.57
     
NGL’s (MMBbls) 0.36 – 0.40 1.47 – 1.63
     
Natural Gas (Bcf) 10.7 – 11.8 44.4 – 49.0
     
Total (MMBoe) 3.4 – 3.7 13.8 – 15.4
     
Total (Boe/d) 37,300 – 41,300 38,000 – 42,000
     
Operating Expenses First Quarter Full Year
($ in millions) 2021  2021 
     
Lease operating expenses $41 – $45 $153 – $169
     
Gathering, transportation &    
production taxes $5.4 – $5.9 $22 – $24
     
General and administrative $12.3 – $13.6 $51 – $56
     
Current income tax expense rate 0% 0%

Conference Call Information: W&T will hold a conference call to discuss its financial and operational results on Thursday, March 4, 2021, at 9:00 a.m. Central Time (10:00 a.m. Eastern Time). Interested parties may participate by dialing (844) 739-3797. International parties may dial (412) 317-5713. Participants should request to connect to the “W&T Offshore Call.” This call will also be webcast and available on W&T’s website at www.wtoffshore.com on the “Overview” page under the “Investor Relations” section. An audio replay will be available on the Company’s website following the call.

About W&T Offshore

W&T Offshore, Inc. is an independent oil and natural gas producer with operations offshore in the Gulf of Mexico and has grown through acquisitions, exploration and development. The Company currently has working interests in 43 producing fields in federal and state waters and has under lease approximately 737,000 gross acres, including approximately 527,000 gross acres on the Gulf of Mexico Shelf and approximately 210,000 gross acres in the Gulf of Mexico deepwater. A majority of the Company’s daily production is derived from wells it operates. For more information on W&T, please visit the Company’s website at www.wtoffshore.com.

Forward-Looking and Cautionary Statements

This press release contains 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. These forward-looking statements reflect our current views with respect to future events, based on what we believe are reasonable assumptions. No assurance can be given, however, that these events will occur. These statements are subject to risks and uncertainties that could cause actual results to differ materially including, among other things, market conditions, oil and gas price volatility, uncertainties inherent in oil and gas production operations and estimating reserves, unexpected future capital expenditures, competition, the success of our risk management activities, governmental regulations, uncertainties and other factors discussed in W&T Offshore’s Annual Report on Form 10-K for the year ended December 31, 2020 and subsequent Form 10-Q reports found at www.sec.gov or at our website at www.wtoffshore.com under the Investor Relations section. Investors are urged to consider closely the disclosures and risk factors in these reports. We refer to feet of “pay” in our discussions concerning the evaluation of our recently drilled wells. This refers to geological indications, typically obtained from well logging, of the estimated thickness of sands which we believe are capable of producing hydrocarbons in commercial quantities. These indications of “pay” may not necessarily forecast the amount of future production or reserve quantities from the well, which can be dependent upon numerous other factors.

W&T OFFSHORE, INC. AND SUBSIDIARIES
Condensed Consolidated Statements of Operations
(In thousands, except per share data)
(Unaudited)
                               
    Three Months Ended   Twelve Months Ended
      December 31,     September 30,     December 31,   December 31,
      2020       2020       2019       2020       2019  
                 
Revenues:                              
Oil   $ 54,535     $ 46,589     $ 101,106     $ 216,419     $ 399,790  
NGLs     6,267       4,464       6,912       19,101       22,373  
Natural gas     29,423       19,213       41,256       99,300       106,347  
Other     4,523       2,251       2,620       11,814       6,386  
Total revenues     94,748       72,517       151,894       346,634       534,896  
                               
Operating costs and expenses:                              
Lease operating expenses     43,332       36,437       53,299       162,857       184,281  
Gathering, transportation costs and production taxes     5,313       4,826       7,707       20,947       28,474  
Depreciation, depletion, amortization and accretion     26,547       25,127       37,818       120,284       148,498  
General and administrative expenses     7,678       14,476       17,564       41,745       55,107  
Derivative loss (gain)     11,529       11,161       18,659       (23,808 )     59,887  
Total costs and expenses     94,399       92,027       135,047       322,025       476,247  
Operating (loss) income     349       (19,510 )     16,847       24,609       58,649  
                               
Interest expense, net     15,402       14,135       16,635       61,463       59,569  
Gain on debt transactions                       (47,469 )      
Other expense     752       751       (1,176 )     2,978       188  
(Loss) income before income tax (benefit) expense     (15,805 )     (34,396 )     1,388       7,637       (1,108 )
Income tax benefit     (6,858 )     (21,057 )     (8,171 )     (30,153 )     (75,194 )
Net (loss) income   $ (8,947 )   $ (13,339 )   $ 9,559     $ 37,790     $ 74,086  
                               
                               
Basic and diluted (loss) earnings per common share   $ (0.06 )   $ (0.09 )   $ 0.07     $ 0.26     $ 0.52  
                               
Weighted average common shares outstanding     141,721       141,624       140,769       141,622       140,583  
                               

W&T OFFSHORE, INC. AND SUBSIDIARIES
Condensed Operating Data
(Unaudited)
                                     
    Three Months Ended   Twelve Months Ended
      December 31,       September 30,         December 31,   December 31,
      2020       2020         2019     2020     2019
Net sales volumes:                                    
Oil (MBbls)     1,273       1,115         1,778     5,629     6,675
NGL (MBbls)     385       407         415     1,696     1,271
Oil and NGLs (MBbls)     1,658       1,521         2,194     7,325     7,946
Natural gas (MMcf)     11,174       9,897         15,966     48,384     41,310
Total oil and natural gas (MBoe) (1)     3,520       3,170         4,855     15,389     14,831
                                     
Average daily equivalent sales (MBoe/d)     38.3       34.5         52.8     42.0     40.6
                                     
Average realized sales prices:                                    
Oil ($/Bbl)   $ 42.84     $ 41.81       $ 56.84   $ 38.45   $ 59.89
NGLs ($/Bbl)     16.30       10.99         16.64     11.26     17.60
Oil and NGLs ($/Bbl)     36.68       33.57         49.23     32.15     53.13
Natural gas ($/Mcf)     2.63       1.94         2.58     2.05     2.57
Barrel of oil equivalent ($/Boe)     25.63       22.16         30.75     21.76     35.63
                                     
Average costs and expenses per Boe ($/Boe):                                    
Lease operating expenses   $ 12.31     $ 11.49       $ 10.98   $ 10.58   $ 12.43
Gathering, transportation costs and production taxes     1.51       1.52         1.59     1.36     1.92
Depreciation, depletion, amortization and accretion     7.54       7.93         7.79     7.82     10.01
General and administrative expenses     2.18       4.57         3.62     2.71     3.72


(1) MBoe is determined using the ratio of six Mcf of natural gas to one Bbl of crude oil, condensate or NGLs (totals may not compute due to rounding). The conversion ratio does not assume price equivalency and the price on an equivalent basis for oil, NGLs and natural gas may differ significantly.

W&T OFFSHORE, INC. AND SUBSIDIARIES
Condensed Consolidated Balance Sheets
(In thousands)
(Unaudited)
               
    December 31,     December 31,
    2020     2019
               
Assets              
Current assets:              
Cash and cash equivalents   $ 43,726       $ 32,433  
Receivables:              
Oil and natural gas sales     38,830         57,367  
Joint interest, net     10,840         19,400  
Income taxes             1,861  
Total receivables     49,670         78,628  
Prepaid expenses and other assets     13,832         30,691  
Total current assets     107,228         141,752  
               
Oil and natural gas properties and other, net – at cost     8,588,356         8,552,513  
Less accumulated depreciation, depletion and amortization     7,901,478         7,803,715  
Oil and natural gas properties and other, net     686,878         748,798  
Restricted deposits for asset retirement obligations     29,675         15,806  
Deferred income taxes     94,331         63,916  
Other assets     22,470         33,447  
Total assets   $ 940,582       $ 1,003,719  
               
Liabilities and Shareholders’ Deficit              
Current liabilities:              
Accounts payable   $ 41,304       $ 102,344  
Undistributed oil and natural gas proceeds     19,167         29,450  
Advances from joint interest partners     7,308         5,279  
Asset retirement obligations     17,188         21,991  
Accrued liabilities     30,033         30,896  
Total current liabilities     115,000         189,960  
               
Long-term debt – carrying value     625,286         719,533  
Asset retirement obligations, less current portion     375,516         333,603  
Other liabilities     33,066         9,988  
Commitments and contingencies              
Shareholders’ deficit:              
Common stock, $0.00001 par value; 200,000 shares authorized; 145,174 issued and 142,305              
 outstanding at December 31, 2020; 144,538 issued and              
141,669 outstanding at December 31, 2019     1         1  
Additional paid-in capital     550,339         547,050  
Retained deficit     (734,459 )       (772,249 )
Treasury stock, at cost; 2,869 shares for both dates presented     (24,167 )       (24,167 )
Total shareholders’ deficit     (208,286 )       (249,365 )
Total liabilities and shareholders’ deficit   $ 940,582       $ 1,003,719  
               

 
W&T OFFSHORE, INC. AND SUBSIDIARIES
Condensed Consolidated Statements of Cash Flows
(In thousands)
 (Unaudited)
                               
                               
                                        Three Months Ended Twelve Months Ended
      December 31,     September 30,     December 31,   December 31,
      2020       2020       2019       2020       2019  
Operating activities:                              
Net (loss) income   $ (8,947 )   $ (13,339 )   $ 9,559     $ 37,790     $ 74,086  
Adjustments to reconcile net (loss) income to net cash provided by operating activities:                              
Depreciation, depletion, amortization and accretion     26,547       25,127       37,818       120,284       148,498  
Amortization of debt items and other items     1,583       1,569       1,600       6,834       5,514  
Share-based compensation     817       1,075       1,261       3,959       3,690  
Derivative loss (gain)     11,529       11,161       18,659       (23,808 )     59,887  
Derivatives cash receipts (payments), net     3,168       4,462       (3,642 )     45,196       13,941  
Gain on debt transactions                       (47,469 )      
Deferred income taxes     (6,880 )     (21,200 )     (8,338 )     (30,287 )     (64,102 )
Changes in operating assets and liabilities:                              
Oil and natural gas receivables     (17,423 )     975       (5,741 )     18,537       (9,563 )
Joint interest receivables     (479 )     4,296       11,084       8,561       (4,766 )
Prepaid expenses and other assets     1,612       4,446       4,865       9,563       (9,346 )
Income taxes     22       (15 )     35,049       2,014       52,214  
Asset retirement obligation settlements     (551 )     (624 )     (3,703 )     (3,339 )     (11,443 )
Cash advances from JV partners     (414 )     (3,408 )     (31,194 )     2,028       (15,347 )
Accounts payable, accrued liabilities and other     (16,813 )     6,735       (21,646 )     (41,354 )     (11,036 )
Net cash (used in) provided by operating activities     (6,229 )     21,260       45,631       108,509       232,227  
                               
Investing activities:                              
Investment in oil and natural gas properties and equipment     (4,678 )     1,184       (31,752 )     (17,632 )     (137,816 )
Changes in operating assets and liabilities associated with investing activities   1,694       (2,418 )     (472 )     (26,535 )     12,110  
Acquisition of property interests     (2,463 )           (20,301 )     (2,919 )     (188,019 )
Purchases of furniture, fixtures and other     (460 )           (69 )     (530 )     (89 )
Net cash used in investing activities     (5,907 )     (1,234 )     (52,594 )     (47,616 )     (313,814 )
                               
Financing activities:                              
Borrowings on credit facility                       25,000       150,000  
Repayments on credit facility                       (50,000 )     (66,000 )
Purchase of Senior Second Lien Notes                       (23,930 )      
Debt transactions costs and other     (670 )           (2,345 )     (670 )     (3,273 )
Net cash (used in) provided by financing activities     (670 )           (2,345 )     (49,600 )     80,727  
(Decrease) increase in cash and cash equivalents     (12,806 )     20,026       (9,308 )     11,293       (860 )
Cash and cash equivalents, beginning of period     56,532       36,506       41,741       32,433       33,293  
Cash and cash equivalents, end of period   $ 43,726     $ 56,532     $ 32,433     $ 43,726     $ 32,433  
                               



  W&T OFFSHORE, INC. AND SUBSIDIARIES
  Financial Commodity Derivative Positions
  As of March 3, 2021
       
  Production Period   Instrument   Avg. Daily Volumes Weighted Avg Swap Price Weighted Avg Put Price Weighted Avg Call Price  
  Crude Oil – WTI NYMEX:         (bbls) (per Bbl) (per Bbl) (per Bbl)  
  Mar 2021 – Dec 2021   Swaps     1,000 $41.00      
  Mar 2021 – Dec 2021   Swaps     1,000 $42.05      
  Mar 2021 – Dec 2021   Swaps     1,000 $42.18      
  Mar 2021 – Dec 2021   Swaps     1,000 $43.00      
  Jan 2022 – Feb 2022   Swaps     1,000 $42.75      
  Jan 2022 – Feb 2022   Swaps     1,000 $42.80      
  Jan 2022 – Feb 2022   Swaps     1,000 $43.40      
  Mar 2022 – May 2022   Swaps     1,000 $41.90      
  Mar-22   Swaps     1,076 $42.75      
  Apr-22   Swaps     1,055 $42.75      
  May-22   Swaps     1,000 $42.75      
  Mar 2021 – Dec 2021   Costless Collars 200   $40.00 $54.90  
  Mar-21   Costless Collars 2,382   $35.00 $50.00  
  Apr-21   Costless Collars 2,362   $35.00 $50.00  
  May-21   Costless Collars 1,944   $35.00 $50.00  
  Jun-21   Costless Collars 1,924   $35.00 $50.00  
  Jul-21   Costless Collars 1,525   $35.00 $50.00  
  Aug-21   Costless Collars 1,346   $35.00 $50.00  
  Sep-21   Costless Collars 1,350   $35.00 $50.00  
  Oct-21   Costless Collars 1,012   $35.00 $50.00  
  Nov-21   Costless Collars 948   $35.00 $50.00  
  Dec-21   Costless Collars 625   $35.00 $50.00  
  Jan-22   Costless Collars 1,473   $35.00 $50.00  
  Feb-22   Costless Collars 1,790   $35.00 $50.00  
  Mar 2022 – May 2022   Costless Collars 1,000   $35.00 $47.50  
  Mar 2022 – May 2022   Costless Collars 1,000   $35.00 $49.50  
                       
  Production Period   Instrument   Avg. Daily Volumes Weighted Avg Swap Price Weighted Avg Put Price Weighted Avg Call Price  
  Natural Gas – Henry Hub NYMEX:         (MMBTU) (per MMBTU) (per MMBTU) (per MMBTU)  
  Mar 2021 – Dec 2022   Calls (long)   40,000     $3.00  
  Mar 2021 – Dec 2022   Costless Collars 40,000   $1.83 $3.00  
  Mar 2021 – Dec 2021   Costless Collars 20,000   $2.17 $3.00  
  Mar 2021 – Dec 2021   Swaps     10,000 $2.62      
  Mar 2021 – Dec 2021   Costless Collars 10,000   $2.20 $3.00  
  Jan 2022 – Feb 2022   Costless Collars 30,000   $2.20 $4.50  
  Mar 2022 – May 2022   Costless Collars 10,000   $2.25 $3.40  
  Jan-22   Swaps     20,000 $2.79      
  Feb-22   Swaps     30,000 $2.79      
  Mar-22   Swaps     10,095 $2.69      
  Apr-22   Swaps     11,571 $2.69      
  May-22   Swaps     10,000 $2.69      
                       



W&T OFFSHORE, INC. AND SUBSIDIARIES


Non-GAAP Information

Certain financial information included in W&T’s financial results are not measures of financial performance recognized by accounting principles generally accepted in the United States, or GAAP. These non-GAAP financial measures are “Adjusted Net (Loss) Income”, “Adjusted EBITDA” and “Free Cash Flow”. Management uses these non-GAAP financial measures in its analysis of performance. In addition, Adjusted EBITDA is a key metric used to determine the Company’s incentive compensation awards. These disclosures may not be viewed as a substitute for results determined in accordance with GAAP and are not necessarily comparable to non-GAAP performance measures which may be reported by other companies.

Reconciliation of Net (Loss) Income to Adjusted Net (Loss) Income

Adjusted Net (Loss) Income does not include the unrealized commodity derivative loss (gain), amortization of derivative premium, bad debt reserve, deferred tax benefit, gain on debt transactions, and litigation and other. Adjusted Net Income is presented because the timing and amount of these items cannot be reasonably estimated and affect the comparability of operating results from period to period, and current periods to prior periods.

                               
    Three Months Ended   Twelve Months Ended
      December 31,   September 30,   December 31,   December 31,
      2020     2020     2019       2020       2019  
                                     
    (In thousands, except per share amounts)
    (Unaudited)
                               
Net (loss) income   $ (8,947 )   $ (13,339 )   $ 9,559     $ 37,790     $ 74,086  
Unrealized commodity derivative loss     11,456       13,112       18,052       10,040       59,002  
Amortization of derivative premium     1,483       1,483       4,248       10,722       15,912  
Bad debt reserve     (1,063 )     (1 )     13       (981 )     206  
Deferred tax benefit     (6,880 )     (21,170 )     (8,338 )     (30,287 )     (64,102 )
Gain on debt transactions                       (47,469 )      
Litigation and other     (2,708 )           816       (2,708 )     816  
Adjusted Net (Loss) Income   $ (6,659 )   $ (19,915 )   $ 24,350     $ (22,893 )   $ 85,920  
                               
Basic and diluted adjusted (loss) earnings per common share   $ (0.05 )   $ (0.14 )   $ 0.17     $ (0.16 )   $ 0.60  
                               
                               
Weighted Average Shares Outstanding     141,721       141,624       140,769       141,622       140,583  
                               

W&T OFFSHORE, INC. AND SUBSIDIARIES

Non-GAAP Information

Adjusted EBITDA/ Free Cash Flow Reconciliations

The Company also presents the non-GAAP financial measures Adjusted EBITDA and Free Cash Flow. The Company defines Adjusted EBITDA as net (loss) income plus income tax (benefit) expense, net interest expense, and depreciation, depletion, amortization and accretion, excluding the unrealized commodity derivative gain or loss, amortization of derivative premium, bad debt reserve, gain on debt transactions, and litigation and other. Company management believes this presentation is relevant and useful because it helps investors understand W&T’s operating performance and makes it easier to compare its results with those of other companies that have different financing, capital and tax structures. Adjusted EBITDA should not be considered in isolation from or as a substitute for net income, as an indication of operating performance or cash flows from operating activities or as a measure of liquidity. Adjusted EBITDA, as W&T calculates it, may not be comparable to Adjusted EBITDA measures reported by other companies. In addition, Adjusted EBITDA does not represent funds available for discretionary use.

The Company defines Free Cash Flow as Adjusted EBITDA (defined above), less capital expenditures, plugging and abandonment costs and interest expense (all on an accrual basis). For this purpose, the Company’s definition of capital expenditures includes costs incurred related to oil and natural gas properties (such as drilling and infrastructure costs and the lease maintenance costs) and equipment, furniture and fixtures, but excludes acquisition costs of oil and gas properties from third parties that are not included in the Company’s capital expenditures guidance provided to investors. Company management believes that Free Cash Flow is an important financial performance measure for use in evaluating the performance and efficiency of its current operating activities after the impact of accrued capital expenditures, plugging and abandonment costs and interest expense and without being impacted by items such as changes associated with working capital, which can vary substantially from one period to another. There is no commonly accepted definition Free Cash Flow within the industry. Accordingly, Free Cash Flow, as defined and calculated by the Company, may not be comparable to Free Cash Flow or other similarly named non-GAAP measures reported by other companies. While the Company includes interest expense in the calculation of Free Cash Flow, other mandatory debt service requirements of future payments of principal at maturity (if such debt is not refinanced) are excluded from the calculation of Free Cash Flow. These and other non-discretionary expenditures that are not deducted from Free Cash Flow would reduce cash available for other uses.

The following tables present (i) a reconciliation of cash flow from operating activities, a GAAP measure, to Free Cash Flow, as defined by the Company and (ii) a reconciliation of the Company’s net (loss) income, a GAAP measure, to Adjusted EBITDA and Free Cash Flow, as such terms are defined by the Company.

                       
  Three Months Ended     Twelve Months Ended
    December 31,   September 30,   December 31,     December 31,
    2020     2020     2019       2020     2019  
           (In thousands)            (In thousands)
                       
Net cash (used in) provided by operating activities $ (6,229 ) $ 21,260   $ 45,631     $ 108,509   $ 232,227  
Bad debt reserve   (1,063 )   (1 )   13       (981 )   206  
Litigation and other   (2,708 )       816       (2,708 )   816  
Amortization of debt items and other items   (1,583 )   (1,569 )   (1,600 )     (6,834 )   (5,514 )
Share-based compensation   (817 )   (1,075 )   (1,261 )     (3,959 )   (3,690 )
Current tax benefit (expense) (1)   22     143     167       134     (11,092 )
Changes in derivatives receivable (payable) (1)   (1,758 )   (1,028 )   7,283       (626 )   1,086  
Changes in operating assets and liabilities, excluding asset retirement obligation settlements   33,495     (13,029 )   7,583       651     (2,156 )
           
Investment in oil and natural gas properties and equipment   (4,678 )   1,184     (31,752 )     (17,632 )   (137,816 )
Purchases of furniture, fixtures and other   (460 )       (69 )     (530 )   (89 )
                       
Free Cash Flow $ 14,221   $ 5,885   $ 26,811     $ 76,024   $ 73,978  
                       
                       
(1) A reconciliation of the adjustment used to calculate Free Cash Flow to the Condensed Consolidated Financial Statements is included below:                      
                     
                       
Current tax benefit:                      
Income tax benefit $ (6,858 ) $ (21,057 ) $ (8,171 )   $ (30,153 ) $ (75,194 )
Less: Deferred income taxes   (6,880 )   (21,200 )   (8,338 )     (30,287 )   (64,102 )
Current tax benefit (expense) $ 22   $ 143   $ 167     $ 134   $ (11,092 )
                       
Changes in derivatives receivable:                      
Derivatives receivable, end of period $ (281 ) $ 1,477   $ 345     $ (281 ) $ 345  
Derivatives receivable, beginning of period   (1,477 )   (2,505 )   (1,186 )     (345 )   (7,383 )
Derivative premiums paid           8,124           8,124  
Change in derivatives receivable (payable) $ (1,758 ) $ (1,028 ) $ 7,283     $ (626 ) $ 1,086  
                       

    Three Months Ended       Twelve Months Ended
      December 31,     September 30,     December 31,       December 31,
      2020     2020     2019       2020       2019
                                   
           (In thousands)
             (Unaudited)
                                       
Net (loss) income   $                  (8,947)     $            (13,339)     $                 9,559     $              37,790     $             74,086
Interest expense, net                      15,402                   14,135                    16,635                    61,463                   59,569
Income tax benefit                      (6,858)                  (21,057)                     (8,171)                  (30,153)                  (75,194)
Depreciation, depletion, amortization and accretion                      26,547                   25,127                    37,818                  120,284                 148,498
Unrealized commodity derivative loss                      11,456                   13,112                    18,052                    10,040                   59,002
Amortization of derivative premium                          1,483                      1,483                       4,248                    10,722                   15,912
Bad debt reserve                        (1,063)                            (1)                            13                        (981)                         206
Gain on debt transactions                                 –                               –                                –                  (47,469)                               –
Litigation and other                      (2,708)                               –                          816                     (2,708)                         816
Adjusted EBITDA    $                  35,312     $             19,460     $              78,970     $            158,988     $           282,895
                                       
                                       
                                       
Investment in oil and natural gas properties and equipment       (4,678)       1,184       (31,752)       (17,632)       (137,816)
Purchases of furniture, fixtures and other      (460)             (69)       (530)       (89)
Asset retirement obligation settlements     (551)       (624)       (3,703)       (3,339)       (11,443)
Interest expense, net     (15,402)       (14,135)       (16,635)       (61,463)       (59,569)
                                       
Free Cash Flow   $                  14,221     $                5,885     $              26,811     $              76,024     $             73,978

CONTACT:

Al Petrie
Investor Relations Coordinator
[email protected]
713-297-8024

Janet Yang
EVP & CFO
[email protected]
713-624-7326



BIGG Digital Assets Inc. Announces Grant of Stock Options

NOT FOR DISTRIBUTION TO U.S. NEWS WIRE SERVICES OR FOR DISSEMINATION IN THE U.S.

VANCOUVER, British Columbia, March 03, 2021 (GLOBE NEWSWIRE) — BIGG Digital Assets Inc. (“BIGG” or the “Company”) (CSE: BIGG; OTCQX: BBKCF; WKN: A2PS9W) is pleased to announced that, pursuant to the Company’s stock option plan and subject to regulatory approval, it has granted stock options to its directors, officers, employees and consultants to purchase an aggregate 2,200,000 common shares in the capital of the Company at an exercise price of $1.75 per common share for a period of five years. The stock options will vest over a 12 month period, with 50% of the options vesting on the 6th month anniversary of the grant date and the remaining 50% on the 12 month anniversary date. The securities represented by this grant will be subject to a four-month hold period.

On behalf of Board

Mark Binns
CEO
[email protected]
T:+1.844.515.2646


The CSE does not accept responsibility for the adequacy or accuracy of this press release.

About BIGG Digital Assets Inc.

BIGG believes the future of crypto is a safe, compliant, and regulated environment. BIGG invests in products and companies to support this vision. BIGG owns two operating companies: Blockchain Intelligence Group (blockchaingroup.io) and Netcoins (netcoins.ca).

Blockchain Intelligence Group (BIG) has developed a Blockchain-agnostic search and analytics engine, QLUETM, enabling Law Enforcement, RegTech, Regulators and Government Agencies to visually track, trace and monitor cryptocurrency transactions at a forensic level. Our commercial product, BitRank Verified®, offers a “risk score” for cryptocurrencies, enabling RegTech, banks, ATMs, exchanges, and retailers to meet traditional regulatory/compliance requirements.

Netcoins develops brokerage and exchange software to make the purchase and sale of cryptocurrency easily accessible to the mass consumer and investor with a focus on compliance and safety. Netcoins utilizes BitRank Verified® software at the heart of its platform and facilitates crypto trading via a self-serve crypto brokerage portal at Netcoins.app.

For more information and to register to BIGG’s mailing list, please visit our website at https://www.biggdigitalassets.com. Or visit SEDAR at www.sedar.com.

Cautionary Statement Regarding Forward Looking Information

This press release contains forward-looking information within the meaning of applicable securities laws. All statements that are not historical facts, including without limitation, statements regarding future estimates, plans, programs, forecasts, projections, objectives, assumptions, expectations or beliefs of future performance and the Company’s beliefs about the future of crypto are “forward-looking statements”. Forward-looking information can be identified by the use of words such as “will” or “believe” or variations of such words or statements that certain actions, events or results “will” be taken, occur or be achieved. Readers are cautioned not to place undue reliance on forward-looking statements, as there can be no assurance that the plans, intentions or expectations upon which they are based will occur. By their nature, forward-looking statements involve numerous assumptions, known and unknown risks and uncertainties, both general and specific, that contribute to the possibility that the predictions, estimates, forecasts, projections and other forward-looking statements will not occur. These assumptions, risks and uncertainties include, among other things, the state of the economy in general and capital markets in particular, and other factors, many of which are beyond the control of BIGG. Forward-looking statements contained in this press release are expressly qualified by this cautionary statement. Undue reliance should not be placed on the forward-looking information because BIGG can give no assurance that they will prove to be correct. Important factors that could cause actual results to differ materially from BIGG’s expectations include, consumer sentiment towards BIGG’s products and Blockchain technology generally, technology failures, competition, and failure of counterparties to perform their contractual obligations.

The forward-looking statements contained in this press release are made as of the date of this press release. Except as required by law, BIGG disclaims any intention and assumes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. Additionally, BIGG undertakes no obligation to comment on the expectations of, or statements made by, third parties in respect of the matters discussed above.



The Law Offices of Frank R. Cruz Announces Investigation of Athenex, Inc. (ATNX) on Behalf of Investors

The Law Offices of Frank R. Cruz Announces Investigation of Athenex, Inc. (ATNX) on Behalf of Investors

LOS ANGELES–(BUSINESS WIRE)–The Law Offices of Frank R. Cruz announces an investigation of Athenex, Inc. (“Athenex” or the “Company”) (NASDAQ: ATNX) on behalf of investors concerning the Company’s possible violations of federal securities laws.

If you are a shareholder who suffered a loss, click here to participate.

Athenex is a clinical stage biopharmaceutical company. Its main product candidate is an oral paclitaxel and encequidar for the treatment of metastatic breast cancer.

On September 1, 2020, the Company announced that the U.S. Food and Drug Administration (“FDA”) accepted Athenex’s New Drug Application (“NDA”) for oral paclitaxel and encequidar in metastatic breast cancer with priority review.

On March 1, 2021, before the market opened, Athenex disclosed receipt of a Complete Response Letter (“CRL”) from the FDA stating that the NDA would not be approved in its current form. According to the CRL, “the FDA indicated its concern of safety risk to patients in terms of an increase in neutropenia-related sequalae on the Oral Paclitaxel arm compared to the IV paclitaxel arm.” The Company stated that the “FDA also expressed concerns regarding the uncertainty over the results of the primary endpoint of objective response rate (ORR) at week 19 conducted by blinded independent centra review (BICR) [because] the BICR reconciliation and re-read process may have introduced unmeasured bias and influence on the BICR.” As a result, the FDA had recommended that Athenex conduct additional clinical trials and employ certain risk mitigation strategies to improve toxicity.

On this news, the Company’s stock price fell $6.64, or 55%, to close at $5.46 per share on March 1, 2021, thereby injuring investors.

Follow us for updates on Twitter: twitter.com/FRC_LAW.

If you purchased Athenex securities, have information or would like to learn more about these claims, or have any questions concerning this announcement or your rights or interests with respect to these matters, please contact Frank R. Cruz, of The Law Offices of Frank R. Cruz, 1999 Avenue of the Stars, Suite 1100, Los Angeles, California 90067 at 310-914-5007, by email to [email protected], or visit our website at www.frankcruzlaw.com. If you inquire by email please include your mailing address, telephone number, and number of shares purchased.

This press release may be considered Attorney Advertising in some jurisdictions under the applicable law and ethical rules.

The Law Offices of Frank R. Cruz, Los Angeles

Frank R. Cruz, 310-914-5007

[email protected]

www.frankcruzlaw.com

 

KEYWORDS: United States North America California

INDUSTRY KEYWORDS: Legal Professional Services

MEDIA:

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IIROC Trading Halt – PCLO

Canada NewsWire

VANCOUVER, BC, March 3, 2021 /CNW/ – The following issues have been halted by IIROC:

Company: Pharmacielo Ltd.

TSX-Venture Symbol: PCLO

All Issues: Yes

Reason: At the Request of the Company Pending News

Halt Time (ET): 4:04 PM

IIROC can make a decision to impose a temporary suspension (halt) of trading in a security of a publicly-listed company. Trading halts are implemented to ensure a fair and orderly market. IIROC is the national self-regulatory organization which oversees all investment dealers and trading activity on debt and equity marketplaces in Canada.

SOURCE Investment Industry Regulatory Organization of Canada (IIROC) – Halts/Resumptions

StorageVault to Acquire 15 Storage Locations for $100 Million

TORONTO, March 03, 2021 (GLOBE NEWSWIRE) — STORAGEVAULT CANADA INC. (“StorageVault”) (SVI-TSX-V) has agreed to acquire 15 stores from seven vendor groups (collectively, the “Vendors”) for an aggregate purchase price of $100,000,000, subject to customary adjustments (the “Acquisitions”). Five of the Acquisitions are arm’s length and two, totaling $10,700,000, are related party acquisitions (the “Related Party Acquisitions”) with Access Self Storage Inc. or its affiliates or associates (collectively, “Access”) as the Vendor. It is anticipated that the Acquisitions will close in Q1 and Q2 2021.

Seven of the assets are located in Ontario, two in Saskatchewan and six in Alberta. Six of the stores are currently managed by StorageVault. The Acquisitions will result in StorageVault owning 182 stores and owning and managing 221 across Canada.

Purchase Price and Payment

The aggregate purchase price is $100,000,000, subject to adjustments, and is payable by the issuance of an aggregate of up to approximately $15,000,000 of StorageVault common shares to certain of the Vendors based on an agreed upon VWAP ending two days prior to closing, with the remainder of the aggregate purchase price being paid with funds on hand and mortgage financing.

Conditions Precedent to the Acquisitions

The obligations of StorageVault to complete the Acquisitions are subject to conditions including, but not limited to: satisfactory due diligence, obtaining first mortgage commitments, and satisfactory environmental site assessment reports. The obligations of both StorageVault and the Vendors to complete the closing of the Acquisitions are subject to the satisfaction of other customary closing conditions and include acceptance of the TSX Venture Exchange (“TSXV”). None of the seven Vendor group Acquisitions are conditional or contingent on the completion of the other Acquisitions.

Exemption from MI 61-101 and TSXV Policy 5.9

As Access is a non-arm’s length party to StorageVault, ‎the Related Party Acquisitions are considered “related party transactions” under MI 61-101 and TSXV Policy 5.9. StorageVault is relying on exemptions from the formal valuation and minority approval requirements of MI 61-101 and TSXV Policy 5.9, in respect of the Related Party Acquisitions, pursuant to Section 5.5(b) (Issuer Not Listed on Specified Markets) and Section 5.7(a) (Fair Market Value Not More Than 25% of Market Capitalization) of MI 61-101, respectively.

Other Information

There can be no assurance that the Acquisitions will be completed as proposed or at all. The TSXV has in no way passed upon the merits of the Acquisitions and has neither approved nor disapproved the contents of this news release. No new insiders will be created, nor will any change of control occur, as a result of the ‎Acquisitions. ‎

About StorageVault Canada Inc.

StorageVault currently owns and operates 212 storage locations in the provinces of British Columbia, Alberta, Saskatchewan, Manitoba, Ontario, Quebec, and Nova Scotia. StorageVault owns 167 of these locations plus over 4,400 portable storage units representing over 9.2 million rentable square feet on over 525 acres of land. StorageVault also provides professional records management services, such as document and media storage, imaging and shredding services.

For further information, contact Mr. Steven Scott or Mr. Iqbal Khan:

Tel: 1-877-622-0205

[email protected]

Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

Forward-Looking Information: This news release contains “forward-looking information” within the meaning of applicable Canadian securities legislation. All statements, other than statements of historical fact, included herein are forward-looking information. In particular, this news release contains forward-looking information in relation to: the proposed Acquisitions‎; the timing for completion of the proposed Acquisitions; the satisfaction of the conditions for completion of the proposed Acquisitions‎; and the issuance of StorageVault common shares to satisfy a portion of the purchase price for certain of the proposed Acquisitions‎‎. This forward-looking information reflects StorageVault’s current beliefs and is based on information currently available to StorageVault and on assumptions StorageVault believes are reasonable. These assumptions include, but are not limited to: the completion of satisfactory due diligence by StorageVault in relation to the proposed Acquisitions‎; execution of purchase agreements for certain of the proposed Acquisitions; the satisfactory fulfilment of all of the conditions precedent to the proposed Acquisitions including satisfactory due diligence‎, obtaining first mortgage commitments, and satisfactory ‎environmental site assessment reports‎; the receipt of all required approvals for the proposed Acquisitions‎, including TSXV acceptance and any third party consents (including for mortgage commitments); the issuance of StorageVault common shares as disclosed above as part of the purchase price for certain of the proposed Acquisitions‎; market acceptance of the proposed Acquisitions‎; the receipt of, and accuracy of the value of, appraisals received for the proposed Acquisitions‎; acceptable financing to complete the proposed Acquisitions‎; the level of activity in the storage business and the economy generally; consumer interest in StorageVault’s services and products; competition and StorageVault’s competitive advantages; and StorageVault’s continued response and ability to navigate the COVID-19 pandemic being ‎consistent with, or better than, its ability and response to date‎. Forward-looking information is subject to known and unknown risks, uncertainties and other factors that may cause the actual results, level of activity, performance or achievements of StorageVault to be materially different from those expressed or implied by such forward-looking information. Such risks and other factors may include, but are not limited to: general business, economic, competitive, political and social uncertainties; general capital market conditions and market prices for securities; delay or failure to receive third party or regulatory approvals; the actual results of StorageVault’s future operations; competition; changes in legislation, including environmental legislation, affecting StorageVault; the timing and availability of external financing on acceptable terms; conclusions of economic evaluations and appraisals; lack of qualified, skilled labour or loss of key individuals; risks related to the COVID-19 pandemic including various recommendations, orders and measures of governmental authorities to try to limit the pandemic, including travel restrictions, border closures, non-essential business closures, service disruptions, quarantines, self-isolations, shelters-in-place and social distancing, disruptions to markets, economic activity, financing, supply chains and sales channels, and a deterioration of general economic conditions including a possible national or global recession; and the impact that the COVID-19 pandemic may have on StorageVault which may include: a short-term delay in payments from customers, an increase in accounts receivable and an increase of losses on accounts receivable; decreased demand for the services that StorageVault offers; and a deterioration of financial markets that could limit StorageVault’s ability to obtain external financing. A description of additional risk factors that may cause actual results to differ materially from forward-looking information can be found in StorageVault’s disclosure documents on the SEDAR website at www.sedar.com. Although StorageVault has attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking information, there may be other factors that cause results not to be as anticipated, estimated or intended. Readers are cautioned that the foregoing list of factors is not exhaustive. Readers are further cautioned not to place undue reliance on forward-looking information as there can be no assurance that the plans, intentions or expectations upon which they are placed will occur. Forward-looking information contained in this news release is expressly qualified by this cautionary statement. The forward-looking information contained in this news release represents the expectations of StorageVault as of the date of this news release and, accordingly, is subject to change after such date. However, StorageVault expressly disclaims any intention or obligation to update or revise any forward-looking information, whether as a result of new information, future events or otherwise, except as expressly required by applicable securities law.



IIROC Trading Resumption – ASTN.P

Canada NewsWire

VANCOUVER, BC, March 3, 2021 /CNW/ – Trading resumes in:

Company: Auston Capital Corp.

TSX-Venture Symbol: ASTN.P

All Issues: No

Resumption (ET): 9:30 AM 3/4/2021

IIROC can make a decision to impose a temporary suspension (halt) of trading in a security of a publicly-listed company. Trading halts are implemented to ensure a fair and orderly market. IIROC is the national self-regulatory organization which oversees all investment dealers and trading activity on debt and equity marketplaces in Canada.

SOURCE Investment Industry Regulatory Organization of Canada (IIROC) – Halts/Resumptions

Bio-Techne to Acquire Asuragen

PR Newswire

MINNEAPOLIS and AUSTIN, Texas, March 3, 2021  /PRNewswire/ — Bio-Techne Corporation (NASDAQ: TECH), a global life sciences company providing innovative tools and bioactive reagents for the research and clinical diagnostic communities, today announced it has reached an agreement to acquire Asuragen, Inc. for initial consideration of $215 million in cash plus contingent consideration of up to $105 million upon the achievement of certain future milestones.  The transaction will be financed through a combination of cash on hand and an existing revolving line of credit.  Bio-Techne anticipates the acquisition to close in the fourth quarter of its fiscal 2021.

Founded in 2006, Asuragen is headquartered in Austin, Texas and is a leader in the development, manufacturing and commercialization of genetic carrier screening and oncology testing kits.  Asuragen’s products leverage proprietary chemistries which can be used on widely available platforms including, PCR, qPCR, capillary electrophoresis, and next-generation sequencing instruments.  This platform agnostic approach enables its clinical laboratory customers to solve complex molecular diagnostic challenges and empowers hospital and regional labs to expand in-house testing capabilities, furthering the decentralization of the molecular diagnostics market, enabling quicker turn-around times and ultimately delivering better patient care.  Asuragen’s headquarters includes a scalable, Good Manufacturing Practice (GMP)-compliant 50,000 square foot manufacturing facility as well as a CLIA-certified laboratory.  In 2020, Asuragen generated greater than $30 million in revenue globally and its Chief Executive Officer, Matt McManus, will join the Bio-Techne team to continue to lead the legacy Asuragen business as well as the integration process.

Asuragen brings a leading portfolio of best-in-class molecular diagnostic and research products, including its FDA-cleared AmplideX® Fragile X Diagnostic and Carrier Screening kit for the screening of prospective parents as potential carriers of Fragile X chromosomal abnormalities as well as its Quantitidex qPCR®IS BCR-ABL kit to enable the monitoring of leukemia patients for minimal residual disease. In addition to its existing portfolio of innovative and enabling technologies, Asuragen’s pipeline includes expanded carrier screening panels for various pathologies recognized by The American College of Obstetricians and Gynecologists (ACOG) as areas of concern for prospective new parents.  Bio-Techne sees multiple growth synergies following the closing of the transaction, including Asuragen’s capabilities and proven track record in productizing lab-developed tests and commercializing innovative molecular products for broader market adoption.

“Asuragen is very complimentary with Bio-Techne’s existing diagnostics franchise and the addition of this business is expected to drive growth synergies throughout the expanded portfolio,” said Chuck Kummeth, President and Chief Executive Officer of Bio-Techne. “We are not only acquiring a financially strong and scalable business, building our diagnostic portfolio and expanding our bandwidth with an additional CLIA-certified and GMP compliant laboratory, but are also adding a team with deep expertise in the intricacies of the global regulatory environment and a proven track record of opening new market channels.  This critical mass will be very beneficial to the Genomics and Diagnostics Segment as we commercialize our pipeline of liquid biopsy tests through our Exosome Diagnostics business and also opens the possibility of approaching the market with kitted versions of these products.  We anticipate continued traction with Asuragen’s leading portfolio of molecular diagnostic kits for both clinical and research uses and see significant potential in its pipeline of expanded carrier screening panels.  Asuragen is a great addition to the Bio-Techne team.”

“The Asuragen team is extremely excited to be joining Bio-Techne at this point in our growth trajectory,” said Matt McManus, Chief Executive Officer of Asuragen. “Bio-Techne’s global presence, reputation and relationships within the clinical diagnostic and research communities will enable Asuragen to broaden our reach and accelerate penetration into the high-growth molecular diagnostic markets addressed by our portfolio.  I am honored to continue to lead the Asuragen team as a part of Bio-Techne.  I would like to thank all of the great people of Asuragen for their committed efforts growing our company to this point and am looking forward to the next stage of growth under the Bio-Techne umbrella.”     

Fredrickson & Byron, P.A. is serving as Bio-Techne’s legal counsel.  Perella Weinberg Partners LP is the financial advisor and Vinson & Elkins LLP is serving as legal counsel to Asuragen.

Forward Looking Statements:

Our press releases may contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act. Such statements involve risks and uncertainties that may affect the actual results of operations. Forward looking statements in this press release include statements regarding our belief about the market applications and impact of our pending acquisition of Asuragen, Inc. and our ability to derive advantages from this acquisition as we integrate it into our business. The following important factors, among others, have affected and, in the future, could affect the Company’s actual results: the effect of new branding and marketing initiatives, the integration of new businesses and leadership, the introduction and acceptance of new products, the funding and focus of the types of research by the Company’s customers, the impact of the growing number of producers of biotechnology research products and related price competition, general economic conditions, customer site closures or supply chain issues resulting from the COVID-19 pandemic, the impact of currency exchange rate fluctuations, and the costs and results of research and product development efforts of the Company and of companies in which the Company has invested or with which it has formed strategic relationships.

For additional information concerning such factors, see the section titled “Risk Factors” in the Company’s annual report on Form 10-K and quarterly reports on Form 10-Q as filed with the Securities and Exchange Commission. We undertake no obligation to update or revise any forward-looking statements we make in our press releases due to new information or future events. Investors are cautioned not to place undue emphasis on these statements.

About Bio-Techne Corporation (NASDAQ: TECH)

Contact: 

David Clair, Senior Director, Investor Relations and Corporate Development


[email protected]

612-656-4416 

About Asuragen

Contact:  Lynne Hohlfeld, SVP, Corporate Development and CFO
512-681-5252
[email protected]  

 

 

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SOURCE Bio-Techne Corporation