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March 4, 2021 5:03 pm

Consolidated Communications Announces Pricing of Senior Secured Notes

Consolidated Communications Announces Pricing of Senior Secured Notes

MATTOON, Ill.–(BUSINESS WIRE)–
Consolidated Communications Holdings, Inc. (NASDAQ: CNSL) (“Consolidated”) announced today that its wholly-owned subsidiary, Consolidated Communications, Inc. (“CCI”), priced an offering (the “Offering”) of $400 million aggregate principal amount of 5.000% senior secured notes due 2028 (the “Notes”). The Notes bear interest at a rate of 5.000% per annum, payable semi-annually on April 1 and Oct. 1, commencing on Oct. 1, 2021. The Offering will result in total gross proceeds of $400 million. The closing of the Offering is expected to occur, and the Notes are anticipated to be issued, on or about Mar. 18, 2021, subject to customary closing conditions.

The Notes will be guaranteed by Consolidated and certain of its existing and future wholly-owned subsidiaries. CCI intends to use the net proceeds of the Offering to repay a portion of the term loans outstanding under CCI’s Credit Agreement, dated as of Oct. 2, 2020, as amended by Amendment No.1, dated as of Jan. 15, 2021, pay fees and expenses in connection with the Offering and use the remaining net proceeds, if any, for general corporate purposes.

The Notes will be offered in the United States to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”), and outside the United States pursuant to Regulation S under the Securities Act. The Notes and the related guarantees have not been registered under the Securities Act, or any state securities laws, and, unless so registered, may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act and applicable state securities laws.

This press release is for informational purposes only and does not constitute an offer to sell the Notes, nor a solicitation for an offer to purchase the Notes or any other securities, nor shall there be any sales of Notes or other securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.

Forward-Looking Statements

Certain statements in this press release are forward-looking statements and are made pursuant to the safe harbor provisions of the Securities Litigation Reform Act of 1995. These forward-looking statements reflect, among other things, our current expectations, plans, strategies, and anticipated financial results. There are a number of risks, uncertainties, and conditions that may cause our actual results to differ materially from those expressed or implied by these forward-looking statements. These risks and uncertainties include a number of factors related to our business, including the uncertainties relating to the impact of the novel coronavirus (COVID-19) pandemic on Consolidated’s business, results of operations, cash flows, stock price and employees; the possibility that any of the anticipated benefits of the strategic investment from Searchlight Capital Partners, L.P. will not be realized; the outcome of any legal proceedings that may be instituted against Consolidated or its directors; the ability to obtain regulatory approvals and meet other closing conditions to the investment on a timely basis or at all, including the risk that regulatory approvals required for the investment are not obtained on a timely basis or at all, or are obtained subject to conditions that are not anticipated or that could adversely affect Consolidated or the expected benefits of the investment; the anticipated use of proceeds of the strategic investment and the Offering; economic and financial market conditions generally and economic conditions in our service areas; various risks to the price and volatility of our common stock; changes in the valuation of pension plan assets; our substantial amount of debt and our ability to repay or refinance it or incur additional debt in the future; our need for a significant amount of cash to service and repay the debt restrictions contained in our debt agreements that limit the discretion of management in operating the business; regulatory changes, including changes to subsidies, rapid development and introduction of new technologies and intense competition in the telecommunications industry; risks associated with our possible pursuit of acquisitions; system failures; cyber-attacks, information or security breaches or technology failure of ours or of a third party; losses of large customers or government contracts; risks associated with the rights-of-way for the network; disruptions in the relationship with third party vendors; losses of key management personnel and the inability to attract and retain highly qualified management and personnel in the future; changes in the extensive governmental legislation and regulations governing telecommunications providers and the provision of telecommunications services; new or changing tax laws or regulations; telecommunications carriers disputing and/or avoiding their obligations to pay network access charges for use of our network; high costs of regulatory compliance; the competitive impact of legislation and regulatory changes in the telecommunications industry; and liability and compliance costs regarding environmental regulations; and risks associated with discontinuing paying dividends on our common stock. A detailed discussion of these and other risks and uncertainties that could cause actual results and events to differ materially from such forward-looking statements are discussed in more detail in our filings with the SEC, including our reports on Form 10-K and Form 10-Q. Many of these circumstances are beyond our ability to control or predict. Moreover, forward-looking statements necessarily involve assumptions on our part. These forward-looking statements generally are identified by the words “believe,” “expect,” “anticipate,” “estimate,” “project,” “intend,” “plan,” “should,” “may,” “will,” “would,” “will be,” “will continue” or similar expressions. Such forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause actual results, performance or achievements of Consolidated and its subsidiaries to be different from those expressed or implied in the forward-looking statements. All forward-looking statements attributable to us or persons acting on our behalf are expressly qualified in their entirety by the cautionary statements that appear throughout this press release. Furthermore, forward-looking statements speak only as of the date they are made. Except as required under the federal securities laws or the rules and regulations of the U.S. Securities and Exchange Commission, we disclaim any intention or obligation to update or revise publicly any forward-looking statements. You should not place undue reliance on forward-looking statements.

About Consolidated Communications

Consolidated Communications Holdings, Inc. (NASDAQ: CNSL) is a leading broadband and business communications provider serving consumers, businesses, and wireless and wireline carriers across rural and metro communities and a 23-state service area. Leveraging an advanced fiber network spanning 46,600 fiber route miles, Consolidated Communications is a top-10 fiber provider in the U.S. offering a wide range of communications solutions, including: high-speed Internet, data, phone, security, managed services, cloud services and wholesale, carrier solutions. From our first connection 125 years ago, Consolidated is dedicated to turning technology into solutions, connecting people and enriching how they work and live. Visit www.consolidated.com for more information.

View source version on businesswire.com: https://www.businesswire.com/news/home/20210304006103/en/

Jennifer Spaude, 507-386-3765, [email protected]

KEYWORDS: Illinois United States North America

INDUSTRY KEYWORDS: Technology Other Technology Mobile/Wireless Telecommunications Networks Internet

MEDIA:

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March 4, 2021 5:03 pm

VSE Corporation Announces Fourth Quarter and Full-Year 2020 Results

VSE Corporation Announces Fourth Quarter and Full-Year 2020 Results

Strategic transformation underway, positioned for organic and inorganic growth in 2021

ALEXANDRIA, Va.–(BUSINESS WIRE)–
VSE Corporation (NASDAQ: VSEC, “VSE”, or the “Company”), a leading provider of aftermarket distribution and maintenance, repair and overhaul (“MRO”) services for land, sea and air transportation assets for government and commercial markets, today announced results for the fourth quarter and full-year 2020.

FOURTH QUARTER 2020 RESULTS

(As compared to the Fourth Quarter 2019)

Total Revenues of $150.0 million declined 23.2%
Total Revenues, excluding divestitures, declined 19.6%⁽¹⁾
GAAP Net Income of $6.0 million declined 39.8%
Adjusted Net Income of $5.8 million declined 49.8%
Adjusted EBITDA of $17.3 million declined 25.2%

(1) Excludes the previously announced divestitures of Prime Turbines and CT Aerospace

For the three months ended December 31, 2020, the Company reported total revenue of $150.0 million, versus $195.3 million for the same period ended 2019. The Company reported adjusted net income of $5.8 million or $0.52 per adjusted diluted share, compared to $11.5 million or $1.04 per adjusted diluted share in the prior-year period. Adjusted EBITDA declined to $17.3 million in fourth quarter 2020, versus $23.1 million for the same period in 2019. The Company reported negative free cash flow of $0.9 million during the fourth quarter 2020, which includes $10.7 million of inventory purchases supporting the recently announced new product distribution agreements in the Aviation segment.

Aviation segment revenue, excluding the previously divested Prime Turbines and CT Aerospace assets, declined 26.2% on a year-over-year basis in the fourth quarter 2020, as lower revenue passenger miles at major airline customers resulted in reduced commercial MRO activity. During the fourth quarter, Aviation segment revenue increased 6.5% when compared to the third quarter 2020, supported by a combination of market share gains within the parts distribution business, together with increased demand for parts and services from business and general aviation (B&GA) customers. Federal and Defense segment revenue declined 28.8% on a year-over-year basis in the fourth quarter 2020, primarily due to the completion of a DoD program during the first quarter 2020. Fleet segment revenue increased 0.7% on a year-over-year basis in the fourth quarter 2020, as growth in commercial fleet and e-commerce fulfillment offset a slight decline in U.S. Postal Service-related revenue.

For the twelve months ended December 31, 2020, the Company reported total revenue of $661.7 million, versus $752.6 million in 2019. The Company reported adjusted net income of $29.1 million or $2.63 per adjusted diluted share, compared to $40.2 million or $3.64 per adjusted diluted share in the prior-year period. Adjusted EBITDA declined to $75.2 million in 2020, versus $90.9 million for the same period in 2019. The Company generated $31.3 million of free cash flow in 2020, versus $8.4 million in 2019.

STRATEGY UPDATE

VSE continued to execute on a multi-year business transformation plan during the fourth quarter. The management team remains focused on accelerating the transformation with new business development initiatives and product and service line expansions, in conjunction with disciplined balance sheet management.

New Business Development. Following a five-year, $100 million exclusive distribution agreement with Triumph Group announced in third quarter 2020, VSE Aviation segment entered into a new exclusive, life-of-program distribution agreement with Pratt & Whitney Canada (P&WC) in January 2021. This agreement expands the Company’s relationship with P&WC into APU parts distribution while expanding its regional and business jet product portfolios. VSE Fleet segment commercial revenue increased 82.5% year-over-year in the fourth quarter and 92.8% for full-year 2020. VSE Federal and Defense segment increased bidding activity by 37% for the full-year 2020.

Completed Follow-on Equity Offering. In the first quarter of 2021, VSE completed a follow-on equity offering resulting in net cash proceeds of approximately $52 million. Net cash proceeds are expected to be used for general corporate purposes, program launches, and to support complementary, bolt-on acquisitions. VSE is focused on acquisition targets that expand customers and/or product and service capabilities within its existing segments.

Acquired HAECO Special Services. On March 1, 2021, VSE acquired HAECO Special Services (“HSS”), a division of HAECO Americas (“HAECO”), a leading provider of fully integrated MRO support solutions for military and government aircraft, specifically the KC-10 fleet. This transaction expands VSE’s value-added suite of MRO capabilities for military customers, while positioning the Company to capitalize on higher-margin technical service opportunities.

Continued Balance Sheet Discipline. VSE is committed to maintaining sufficient liquidity to support the long-term growth of the business, while continuing to support a quarterly cash dividend and conservative net leverage profile. As of December 31, 2020, the Company had $175.5 million in cash and excess availability under its line of credit. For the full-year 2020, VSE reduced total outstanding debt by $19.3 million, supported by free cash flow from operations. On December 31, 2020, the ratio of net debt to our trailing twelve month Adjusted EBITDA was 3.3x, excluding the $52 million in net cash proceeds received from a follow-on equity offering completed in early 2021.

MANAGEMENT COMMENTARY

“In 2020, we successfully navigated pandemic-related disruptions to the global aviation market while continuing to execute on our multi-year business transformation plan,” stated President and CEO John Cuomo. “Throughout the year, we won new business, grew our presence within both new and existing markets, expanded our product and service capabilities into higher-margin verticals, increased our contract bidding activity, divested non-core assets, reduced overhead costs to align with demand conditions, and built a leadership team capable of driving operational excellence at every level of the organization. We are a leaner, more competitive business today than we were entering 2020, laying the foundation for profitable growth in 2021.”

“During the fourth quarter, our Aviation segment reported a second consecutive quarter of sequential revenue growth, driven by a combination of continued share gains and improved demand within the domestic narrow-body aircraft and B&GA markets,” continued Cuomo. “Within our Fleet segment, increased e-commerce fulfillment orders and strong demand from ‘last-mile’ commercial truck fleets contributed to improved year-over-year revenue growth. Although Federal and Defense segment revenue declined on a year-over-year basis, segment Adjusted EBITDA improved due to a more favorable contract mix.”

“This week, in an all-cash transaction, we acquired HAECO Special Services, a leading provider of fully integrated MRO support solutions for military and government aircraft. This transaction is immediately accretive, and positions us to capitalize on higher-margin technical service opportunities within our Federal and Defense Services segment,” continued Cuomo. “We continue to evaluate similar bolt-on acquisitions that accelerate new customer or capability expansion across each of our operating segments.”

“During 2021, we intend to move forward with the next phase of our business transformation plan. This year, our focus turns toward expanding our product and service offerings, continuing to capture share gains within underserved markets, executing inorganic growth opportunities, and accelerating our cultural transformation for our customers and employees,” concluded Cuomo.

“Given the net proceeds from our recently completed follow-on equity offering and the existing availability under our credit facilities, VSE is well-capitalized to support growth in 2021,” stated Stephen Griffin, CFO of VSE Corporation. “This year, our primary capital allocation priorities include working capital investments associated with new distribution agreement wins and investments in additional bolt-on acquisitions. While we expect to allocate operating cash flow toward discretionary growth investments during the first half of 2021, debt reduction remains a key priority, consistent with our disciplined approach to long-term balance sheet management.”

SEGMENT RESULTS

AVIATION

Distribution & MRO Services

VSE’s Aviation segment provides aftermarket MRO and distribution services to commercial, cargo, business and general aviation, military/defense and rotorcraft customers globally. Core services include parts distribution, component and engine accessory MRO services, rotable exchange and supply chain services.

Aviation segment revenue, less contributions from divested Prime Turbines and CT Aerospace businesses, decreased 26.2% year-over-year to $38.6 million in the fourth quarter 2020. The year-over-year revenue decline was attributable to the adverse impact of the COVID-19 pandemic on commercial air traffic, resulting in lower customer demand. On a sequential basis, Aviation segment revenue increased 6.5%, when compared to the third quarter 2020. The Aviation segment recorded an operating loss of $0.8 million in the fourth quarter, versus operating income of $3.1 million in the prior-year period. Adjusted EBITDA decreased to $1.4 million in the fourth quarter 2020.

FLEET

Distribution & Fleet Services

VSE’s Fleet segment provides parts, inventory management, e-commerce fulfillment, logistics, supply chain support and other services for commercial aftermarket medium- and heavy-duty truck customers and for the United States Postal Service (USPS) and the United States Department of Defense (DoD). Core services include parts distribution, sourcing, IT solutions, customized fleet logistics, warehousing, kitting, just-in-time supply chain management, alternative product sourcing, engineering and technical support.

Fleet segment revenue increased 0.7% year-over-year to $54.0 million in the fourth quarter 2020. Revenues from commercial customers increased approximately $5.8 million or 82.5%, driven by growth in commercial fleet demand and the e-commerce fulfillment business. Operating income declined 17.2% year-over-year to $6.2 million in the fourth quarter 2020 due to a less favorable sales mix in the period and investment in the business to support continued commercial growth. VSE Fleet segment Adjusted EBITDA declined 16.1% year-over-year in the fourth quarter to $8.5 million.

FEDERAL & DEFENSE

Logistics & Sustainment Services

VSE’s Federal and Defense segment provides aftermarket MRO and logistics services to improve operational readiness and to extend the life cycle of military vehicles, ships and aircraft for the U.S. Armed Forces, federal agencies and international defense customers. Core services include base operations support, procurement, supply chain management, vehicle, maritime and aircraft sustainment services, IT services and energy consulting.

Federal and Defense segment revenue declined 28.8% year-over-year to $57.4 million in the fourth quarter 2020, primarily due to the expiration of DoD contracts during the first and third quarters of 2020. Operating income increased 52.0% year-over-year to $7.9 million in the fourth quarter 2020, while Adjusted EBITDA increased 44.4% year-over-year to $8.5 million in the period, due to a more favorable contract mix.

Federal and Defense segment fourth quarter bookings increased 97.4% year-over-year to $75 million. Funded backlog declined 14.1% year-over-year to $183 million. The decline in funded backlog was attributable to the expiration of contracts in the first and third quarters of 2020. The Company continues to focus on revitalizing this business with an emphasis on higher margin growth based on increased technical competencies.

FINANCIAL RESOURCES AND LIQUIDITY

The Company generated $31.3 million of free cash flow in 2020, versus $8.4 million in 2019. As of December 31, 2020, the Company had $175.5 million in cash and unused commitment availability under its $350 million revolving credit facility maturing in 2023. The Company’s existing credit facility includes a $100 million accordion provision, subject to customary lender commitment approvals.

On January 29, 2021, the company priced a previously announced underwritten public offering of common stock that resulted in approximately $52 million net proceeds to the company. VSE expects to use the net proceeds from this offering for general corporate purposes, which may include among other things, financing strategic acquisitions, working capital requirements for new program launches, and repaying outstanding borrowings under its revolving credit facility.

CONFERENCE CALL

A conference call will be held Friday, March 5, 2021 at 8:30 A.M. EST to review the Company’s financial results, discuss recent events and conduct a question-and-answer session.

A webcast of the conference call and accompanying presentation materials will be available in the Investor Relations section of VSE’s website at https://ir.vsecorp.com. To listen to a live broadcast, go to the site at least 15 minutes prior to the scheduled start time in order to register, download, and install any necessary audio software.

To participate in the live teleconference:

Toll Free: 1-877-407-0789

Toll/International: 1-201-689-8562

To listen to a replay of the teleconference through March 19, 2021:

Toll Free: 1-844-512-2921

Toll/International: 1-412-317-6671

Replay Pin Number: 13715744

FOURTH QUARTER RESULTS

(in thousands, except per share data)
	Three months ended December 31,						For the years ended December 31,
	2020		2019		% Change		2020		2019		% Change
Revenues	$	150,021	$	195,271	(23.2)	%	$	661,659	$	752,627	(12.1)	%
Operating income	$	11,914	$	14,813	(19.6)	%	$	13,923	$	60,257	(76.9)	%
Net income (loss)	$	6,013	$	9,996	(39.8)	%	$	(5,171)	$	37,024	(114.0)	%
EPS (Diluted)	$	0.54	$	0.90	(40.0)	%	$	(0.47)	$	3.35	(114.0)	%

FOURTH QUARTER SEGMENT RESULTS

The following is a summary of revenues and operating income (loss) for the three and twelve months ended December 31, 2020 and December 31, 2019:

	Three months ended December 31,						For the years ended December 31,
(in thousands)	2020		2019		% Change		2020		2019		% Change
Revenues:
Aviation	$	38,551	$	60,993	(36.8)	%	$	165,070	$	224,546	(26.5)	%
Fleet	54,025		53,642		0.7	%	242,170		214,520		12.9	%
Federal and Defense	57,445		80,636		(28.8)	%	254,419		313,561		(18.9)	%
Total revenues	$	150,021	$	195,271	(23.2)	%	$	661,659	$	752,627	(12.1)	%

Operating Income (Loss):
Aviation	$	(833)	$	3,081	(127.0)	%	$	(35,513)	$	17,901	(298.4)	%
Fleet	6,150		7,431		(17.2)	%	26,659		29,819		(10.6)	%
Federal and Defense	7,868		5,176		52.0	%	26,309		18,144		45.0	%
Corporate/unallocated expenses	(1,271)		(875)		45.3	%	(3,532)		(5,607)		(37.0)	%
Operating Income	$	11,914	$	14,813	(19.6)	%	$	13,923	$	60,257	(76.9)	%

The Company reported total capital expenditures in the fourth quarter and full-year 2020 of $1.5 million and $4.4 million, respectively.

NON-GAAP MEASURES

In addition to the financial measures prepared in accordance with generally accepted accounting principles (GAAP), this earnings release also contains Non-GAAP financial measures. The reasons why we believe these measures provide useful information to investors and a reconciliation of these measures to the most directly comparable GAAP measures and other information relating to these Non-GAAP measures are included in the supplemental schedules attached.

NON-GAAP FINANCIAL INFORMATION

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

		Three months ended December 31,						For the years ended December 31,
(in thousands)		2020		2019		% Change		2020		2019		% Change
Net Income (Loss)		$	6,013	$	9,996	(39.8)	%	$	(5,171)	$	37,024	(114.0)	%
Adjustments to Net Income (Loss):
	Acquisition and CEO transition costs	—		259		(100.0)	%	—		2,403		(100.0)	%
	Executive transition costs	1,026		—		—	%	1,026		—		—	%
	German facility closure costs	1,132		—		—	%	1,132		—		—	%
	Earn-out adjustment (1)	(2,447)		1,900		(228.8)	%	(5,541)		1,900		(391.6)	%
	Loss on sale of a business entity and certain assets	—		—		—	%	8,214		—		—	%
	Gain on sale of property	—		—		—	%	(1,108)		—		—	%
	Severance	—		—		—	%	739		—		—	%
	Goodwill and intangible impairment	—		—		—	%	33,734		—		—	%
		5,724		12,155		(52.9)	%	33,025		41,327		(20.1)	%
	Tax impact of adjusted items	70		(620)		(111.3)	%	(3,973)		(1,153)		244.6	%
Adjusted Net Income		$	5,794	$	11,535	(49.8)	%	$	29,052	$	40,174	(27.7)	%
Weighted Average Dilutive Shares		11,141		11,071		0.6	%	11,034		11,045		(0.1)	%
Adjusted EPS (Diluted)		$	0.52	$	1.04	(50.0)	%	$	2.63	$	3.64	(27.7)	%

(1) includes impact of a Section 338(h)(10) election on corporate expenses

Reconciliation of Consolidated EBITDA and Adjusted EBITDA to Net Income (Loss)

		Three months ended December 31,						For the years ended December 31,
(in thousands)		2020		2019		% Change		2020		2019		% Change
Net Income (Loss)		$	6,013	$	9,996	(39.8)	%	$	(5,171)	$	37,024	(114.0)	%
	Interest Expense	3,408		3,568		(4.5)	%	13,496		13,830		(2.4)	%
	Income Taxes	2,493		1,249		99.6	%	5,598		9,403		(40.5)	%
	Amortization of Intangible Assets	4,159		4,332		(4.0)	%	17,504		19,317		(9.4)	%
	Depreciation and Other Amortization	1,472		1,759		(16.3)	%	5,575		6,997		(20.3)	%
EBITDA		17,545		20,904		(16.1)	%	37,002		86,571		(57.3)	%
	Acquisition and CEO transition costs	—		259		(100.0)	%	—		2,403		(100.0)	%
	Executive transition costs	1,026		—		—	%	1,026		—		—	%
	German facility closure costs	1,132		—		—	%	1,132		—		—	%
	Earn-out adjustment (1)	(2,447)		1,900		(228.8)	%	(5,541)		1,900		(391.6)	%
	Loss on sale of a business entity and certain assets	—		—		—	%	8,214		—		—	%
	Gain on sale of property	—		—		—	%	(1,108)		—		—	%
	Severance	—		—		—	%	739		—		—	%
	Goodwill and intangible impairment	—		—		—	%	33,734		—		—	%
Adjusted EBITDA		$	17,256	$	23,063	(25.2)	%	$	75,198	$	90,874	(17.3)	%

(1) includes impact of a Section 338(h)(10) election on corporate expenses

Reconciliation of Segment EBITDA and Adjusted EBITDA to Operating Income (Loss)

		Three months ended December 31,						For the years ended December 31,
(in thousands)		2020		2019		% Change		2020		2019		% Change
Aviation
	Operating Income (Loss)	$	(833)	$	3,081	(127.0)	%	$	(35,513)	$	17,901	(298.4)	%
	Depreciation and Amortization	2,667		2,687		(0.7)	%	10,698		12,420		(13.9)	%
EBITDA		1,834		5,768		(68.2)	%	(24,815)		30,321		53.4	%
	Executive transition costs	322		—		—	%	322		—		—	%
	German facility closure costs	1,132		—		—	%	1,132		—		—	%
	Earn-out adjustment	(1,905)		1,900		(200.3)	%	(5,000)		1,900		(363.2)	%
	Loss on sale of a business entity and certain assets	—		—		—	%	8,214		—		—	%
	Gain on sale of property	—		—		—	%	(1,108)		—		—	%
	Severance	—		—		—	%	382		—		—	%
	Goodwill and intangible impairment	—		—		—	%	33,734		—		—	%
Adjusted EBITDA		$	1,383	$	7,668	(82.0)	%	$	12,861	$	32,221	(60.1)	%

Fleet
	Operating Income	$	6,150	$	7,431	(17.2)	%	$	26,659	$	29,819	(10.6)	%
	Depreciation and Amortization	2,361		2,713		(13.0)	%	9,983		10,979		(9.1)	%
EBITDA and Adjusted EBITDA		$	8,511	$	10,144	(16.1)	%	$	36,642	$	40,798	(10.2)	%

Federal and Defense
	Operating Income	$	7,868	$	5,176	52.0	%	$	26,309	$	18,144	45.0	%
	Depreciation and Amortization	604		691		(12.6)	%	2,630		3,047		(13.7)	%
EBITDA		8,472		5,867		44.4	%	28,939		21,191		36.6	%
	Severance	—		—		—	%	112		—		—	%
Adjusted EBITDA		$	8,472	$	5,867	44.4	%	$	29,051	$	21,191	37.1	%

Reconciliation of Operating Cash to Free Cash Flow

	Three months ended December 31,				For the years ended December 31,
(in thousands)	2020		2019		2020		2019
Net cash provided by operating activities	$	526	$	555	$	35,761	$	17,994
Capital expenditures	(1,471)		(1,941)		(4,427)		(9,630)
Free cash flow	$	(945)	$	(1,386)	$	31,334	$	8,364

Reconciliation of Debt to Net Debt

	For the years ended December 31,
(in thousands)	2020		2019
Principal amount of debt	$	253,461	$	272,800
Debt issuance costs	(2,368)		(2,789)
Cash and cash equivalents	(378)		(734)
Net debt	$	250,715	$	269,277

The non-GAAP Financial Information set forth in this document is not calculated in accordance with U.S. generally accepted accounting principles (“GAAP”) under SEC Regulation G. We consider Adjusted Net Income, Adjusted EPS (Diluted), EBITDA, Adjusted EBITDA, trailing-twelve months Adjusted EBITDA, net debt and free cash flow as non-GAAP financial measures and important indicators of performance and useful metrics for management and investors to evaluate our business’ ongoing operating performance on a consistent basis across reporting periods. These non-GAAP financial measures, however, should not be considered in isolation or as a substitute for performance measures prepared in accordance with GAAP. Adjusted Net Income represents Net Income adjusted for executive succession costs, 1st Choice Aerospace acquisition-related costs including any earn-out adjustments, facility closures, loss on sale of a business entity and certain assets, gain on sale of property, and related tax impact. Adjusted EPS (Diluted) is computed by dividing net income, adjusted for the discrete items as identified above and the related tax impacts, by the diluted weighted average number of common shares outstanding. EBITDA represents net income before interest expense, income taxes, amortization of intangible assets and depreciation and other amortization. Adjusted EBITDA represents EBITDA (as defined above) adjusted for discrete items as identified above, and trailing-twelve months Adjusted EBITDA is defined as Adjusted EBITDA for the most recent twelve (12) month period ending December 31, 2020. Net debt is defined as total debt less cash and cash equivalents. Free cash flow represents operating cash flow less capital expenditures.

ABOUT VSE CORPORATION

VSE is a leading provider of aftermarket distribution and repair services for land, sea and air transportation assets for government and commercial markets. Core services include maintenance, repair and overhaul (MRO) services, parts distribution, supply chain management and logistics, engineering support, and consulting and training services for global commercial, federal, military and defense customers. VSE also provides information technology and energy consulting services. For additional information regarding VSE’s services and products, visit www.vsecorp.com.

Please refer to the Form 10-K that will be filed with the Securities and Exchange Commission (SEC) on or about March 5, 2021 for more details on our fourth quarter 2020 results. Also, refer to VSE’s Annual Report on Form 10-K for the year ended December 31, 2020 for further information and analysis of VSE’s financial condition and results of operations. VSE encourages investors and others to review the detailed reporting and disclosures contained in VSE’s public filings for additional discussion about the status of customer programs and contract awards, risks, revenue sources and funding, dependence on material customers, and management’s discussion of short- and long-term business challenges and opportunities.

FORWARD LOOKING STATEMENTS

This document contains certain forward-looking statements. These forward-looking statements, which are included in accordance with the safe harbor provisions of the Private Securities Litigation Reform Act of 1995, may involve known and unknown risks, uncertainties and other factors that may cause VSE’s actual results and performance in future periods to be materially different from any future results or performance suggested by the forward-looking statements in this document. Although we believe the expectations reflected in such forward-looking statements are based upon reasonable assumptions, we can give no assurance that actual results will not differ materially from these expectations. “Forward-looking” statements, as such term is defined by the Securities Exchange Commission (the “SEC”) in its rules, regulations and releases, represent our expectations or beliefs, including, but not limited to, statements concerning our operations, economic performance, financial condition, the impact of widespread health developments, such as the ongoing COVID-19 outbreak, the health and economic impact thereof, and the governmental, commercial, consumer and other responses thereto, growth and acquisition strategies, investments and future operational plans. Without limiting the generality of the foregoing, words such as “may,” “will,” “expect,” “believe,” “anticipate,” “intend,” “forecast,” “seek,” “plan,” “predict,” “project,” “could,” “estimate,” “might,” “continue,” “seeking” or the negative or other variations thereof or comparable terminology are intended to identify forward-looking statements. These statements, by their nature, involve substantial risks and uncertainties, certain of which are beyond our control, and actual results may differ materially depending on a variety of important factors, including, but not limited to, the uncertainty surrounding the ongoing COVID-19 outbreak and the other factors identified in our reports filed or expected to be filed with the SEC including our Annual Report on Form 10-K for the year ended December 31, 2020. All forward-looking statements made herein are qualified by these cautionary statements and risk factors and there can be no assurance that the actual results, events or developments referenced herein will occur or be realized. Readers are cautioned not to place undue reliance on these forward looking-statements, which reflect management’s analysis only as of the date hereof. We undertake no obligation to update or revise forward-looking statements to reflect changed assumptions, the occurrence of unanticipated events or changes to future operating results.

View source version on businesswire.com: https://www.businesswire.com/news/home/20210304006093/en/

INVESTORS

Noel Ryan

(720) 778-2415

[email protected]

KEYWORDS: United States North America Virginia

INDUSTRY KEYWORDS: Other Defense Contracts Automotive Manufacturing Alternative Energy Aerospace Energy Manufacturing Public Relations/Investor Relations Communications Defense Maritime General Automotive Transport Automotive Logistics/Supply Chain Management Utilities

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March 4, 2021 5:03 pm

Genetron Health to Announce Fourth Quarter and Full Year 2020 Unaudited Financial Results and Host Investor Call on March 25, 2021

Genetron Health to Announce Fourth Quarter and Full Year 2020 Unaudited Financial Results and Host Investor Call on March 25, 2021

BEIJING–(BUSINESS WIRE)–
Genetron Holdings Limited (“Genetron Health” or the “Company”, NASDAQ:GTH), a leading precision oncology platform company in China that specializes in offering molecular profiling tests, early cancer screening products and companion diagnostics development, today announced that it will report unaudited financial results for the fourth quarter and full year ended December 31, 2020 on March 25, 2021 before the US market open.

Management will host a conference call for investors at 8:30 a.m. ET (8:30 p.m. Beijing time) on Thursday, March 25, 2021. The conference call can be accessed by dialing the following numbers:

United States:		+1-845-675-0437
China Domestic:		400-620-8038
Hong Kong:		+852-3018-6771
International:		+65-6713-5090
Conference ID:		5379298

Participants are encouraged to dial into the call at least 15 minutes in advance due to high call volumes.

A replay will be accessible through April 2, 2021 by dialing the following numbers:

Telco replay number

United States:		+1-855-452-5696
International:		+61-2-8199-0299
Conference ID:		5379298

A simultaneous webcast of the conference call will be available on the “News and Events” page of the Investors section of the Company’s website. A replay of the webcast will be available for 30 days following the event. For more information, please visit ir.genetronhealth.com.

About Genetron Holdings Limited

Genetron Holdings Limited (“Genetron Health” or the “Company”) (Nasdaq:GTH) is a leading precision oncology platform company in China that specializes in cancer molecular profiling and harnesses advanced technologies in molecular biology and data science to transform cancer treatment. The Company has developed a comprehensive oncology portfolio that covers the entire spectrum of cancer management, addressing needs and challenges from early screening, diagnosis and treatment recommendations, as well as continuous disease monitoring and care. Genetron Health also partners with global biopharmaceutical companies and offers customized services and products. For more information, please visit ir.genetronhealth.com.

Safe Harbor Statement

This press release contains forward-looking statements. These statements are made under the “safe harbor” provisions of the U.S. Private Securities Litigation Reform Act of 1995. Statements that are not historical facts, including statements about the Company’s beliefs and expectations, are forward-looking statements. Forward-looking statements involve inherent risks and uncertainties, and a number of factors could cause actual results to differ materially from those contained in any forward-looking statement. In some cases, forward-looking statements can be identified by words or phrases such as “may”, “will,” “expect,” “anticipate,” “target,” “aim,” “estimate,” “intend,” “plan,” “believe,” “potential,” “continue,” “is/are likely to” or other similar expressions. Further information regarding these and other risks, uncertainties or factors is included in the Company’s filings with the SEC. All information provided in this press release is as of the date of this press release, and the Company does not undertake any duty to update such information, except as required under applicable law.

View source version on businesswire.com: https://www.businesswire.com/news/home/20210304006053/en/

Investor Relations Contact

US:

Hoki Luk

Head of Investor Relations

Email: [email protected]

Phone: +1 (408) 891-9255

David Deuchler, CFA

Managing Director | Gilmartin Group

Email: [email protected]

Phone: (917) 209-5605

KEYWORDS: China Asia Pacific

INDUSTRY KEYWORDS: Biotechnology Pharmaceutical Health Oncology

MEDIA:

March 4, 2021 5:03 pm

Olympia Financial Group Inc. Announces March Dividend

Olympia Financial Group Inc. Announces March Dividend

CALGARY, Alberta–(BUSINESS WIRE)–
Olympia Financial Group Inc. (TSX: OLY) announces that its Board of Directors has declared a monthly cash dividend on its common shares of $0.23 per common share. The dividend will be payable on March 31, 2021 to shareholders on record as at March 22, 2021. The ex-dividend date is March 19, 2021.

Olympia Financial Group Inc. designates the entire amount of this taxable dividend to be an “eligible dividend” for purposes of the Income Tax Act (Canada), as amended from time to time. Please contact your tax advisor if you have any questions with regards to the designation of the eligible dividend.

About Olympia Financial Group Inc.

Olympia Financial Group Inc. (“OFGI”) conducts most of its operations through its subsidiary Olympia Trust Company, a non-deposit taking trust company. Olympia Trust Company is licensed to conduct trust activities in Alberta, British Columbia, Saskatchewan, Manitoba, Quebec, Newfoundland and Labrador, Prince Edward Island, New Brunswick and Nova Scotia. Olympia Trust Company administers self-directed registered plan accounts, provides currency exchange and payment services, corporate trust and transfer agency services. OFGI also offers private health services plansand information technology services to exempt market dealers, registrants and issuers through its subsidiary Olympia Benefits Inc.

OFGI’s common shares are listed on the Toronto Stock Exchange under the symbol “OLY”.

View source version on businesswire.com: https://www.businesswire.com/news/home/20210304005935/en/

Olympia Financial Group Inc.

Rick Skauge, President and Chief Executive Officer

Gerhard Barnard, Vice-President, Finance and Chief Financial Officer

Phone: (403) 261-0900

Fax: (403) 265-1455

KEYWORDS: North America Canada

INDUSTRY KEYWORDS: Banking Professional Services Finance

MEDIA:

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Posted on March 4, 2021 5:03 pm
Reviva Pharmaceuticals to Present at the H.C. Wainwright Global Life Sciences Conference

CUPERTINO, Calif., March 04, 2021 (GLOBE NEWSWIRE) — Reviva Pharmaceuticals Holdings, Inc. (NASDAQ: RVPH) (along with its subsidiaries, “Reviva”) today announced that its wholly owned subsidiary Reviva Pharmaceuticals, Inc., a clinical-stage pharmaceutical company developing therapies that seek to address unmet medical needs in the areas of central nervous system (CNS), cardiovascular, metabolic, and inflammatory diseases, will present at the H.C. Wainwright Global Life Sciences Conference, which is being held virtually March 9-10, 2021. A pre-recorded presentation will be available on-demand through the H.C. Wainwright conference portal, starting at 7 a.m. ET on Tuesday, March 9, 2021.

About Reviva
Reviva is a clinical stage pharmaceutical company developing therapies that seek to address unmet medical needs in the areas of central nervous system, cardiovascular, metabolic, and inflammatory diseases. Reviva’s primary focus is developing its lead product candidate, RP5063 (brilaroxazine), for the treatment of schizophrenia, bipolar disorder, and major depressive disorder. Reviva also intends to develop RP5063 for treating PAH and IPF. RP5063 is a serotonin, dopamine, and nicotinic receptor active compound in clinical development.

Forward-Looking Statements
This press release contains “forward-looking statements” within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995. Reviva’s actual results may differ from their expectations, estimates and projections and consequently, you should not rely on these forward-looking statements as predictions of future events. Words such as “expect,” “estimate,” “project,” “budget,” “forecast,” “anticipate,” “intend,” “plan,” “may,” “will,” “could,” “should,” “believes,” “predicts,” “potential,” “might” and “continues,” and similar expressions are intended to identify such forward-looking statements. These forward-looking statements include, without limitation, Reviva’s expectations with respect to future performance and anticipated financial impacts of the Business Combination. These forward-looking statements involve significant risks and uncertainties that could cause actual results to differ materially from expected results. Most of these factors are outside the control of Reviva and are difficult to predict. Factors that may cause such differences include, but are not limited to: (1) the inability to maintain the listing of Reviva’s common stock on NASDAQ; (2) the inability of Reviva to grow and manage growth economically and hire and retain key employees; (3) the risks that Reviva’s products in development fail clinical trials or are not approved by the U.S. Food and Drug Administration or other applicable authorities; (4) the risks that Reviva could be forced to delay, reduce or eliminate its planned clinical trials or development programs; (5) changes in applicable laws or regulations; (6) the possibility that Reviva may be adversely affected by other economic, business, and/or competitive factors; and (7) other risks and uncertainties identified in the registration statement on Form S-1 filed by Tenzing with the U.S. Securities and Exchange Commission (the “SEC”) on December 29, 2020, as amended, which became effective on January 11, 2021, including those under the heading “Risk Factors” therein, and in other filings with the SEC made by Reviva Holdings (or previously Tenzing). The foregoing list of factors is not exclusive. Readers are cautioned not to place undue reliance upon any forward-looking statements, which speak only as of the date made. Reviva does not undertake or accept any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements to reflect any change in its expectations or any change in events, conditions or circumstances on which any such statement is based, subject to applicable law.

Corporate Contact:

Reviva Pharmaceuticals Holdings, Inc.
Laxminarayan Bhat, PhD
www.revivapharma.com

Investor Relations Contact:

LifeSci Advisors, LLC
Bruce Mackle
(929) 469-3859
[email protected]

Posted on March 4, 2021 5:03 pm
Allegion Closes on Sale of QMI

Allegion Closes on Sale of QMI

DUBLIN–(BUSINESS WIRE)–Allegion plc (NYSE: ALLE), through one of its subsidiaries, has closed on the sale of its Qatar Metal Industries (QMI) business to the HLD Group of Companies, a private industrial portfolio of companies based in the UK.

Terms of the transaction, which closed on Feb. 28, 2021, are not disclosed. The divestiture of QMI – a commercial door manufacturer in the Middle East – was previously announced as a part of Allegion’s 2020 fourth-quarter, full-year earnings call and release.

About Allegion

Allegion (NYSE: ALLE) is a global pioneer in seamless access, with leading brands like CISA^®, Interflex^®, LCN^®, Schlage^®, SimonsVoss^® and Von Duprin^®. Focusing on security around the door and adjacent areas, Allegion secures people and assets with a range of solutions for homes, businesses, schools and institutions. Allegion had $2.7 billion in revenue in 2020, and its security products are sold around the world.

For more, visit www.allegion.com.

View source version on businesswire.com: https://www.businesswire.com/news/home/20210304005969/en/

Media Contact:

Whitney Moorman – Reputation Management Leader

317-810-3241

[email protected]

Analyst Contact:

Tom Martineau – Vice President, Investor Relations, and Treasurer

317-810-3759

[email protected]

KEYWORDS: North America United States Ireland United Kingdom Europe Indiana

INDUSTRY KEYWORDS: Security Home Goods Manufacturing Retail Finance Hardware Building Systems Interior Design Professional Services Consumer Electronics Residential Building & Real Estate Technology Commercial Building & Real Estate Construction & Property Office Products Public Relations/Investor Relations Other Manufacturing Communications

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Posted on March 4, 2021 5:03 pm
Hamilton Lane Alliance Holdings I, Inc. Announces the Separate Trading of its Shares of Class A Common Stock and Redeemable Warrants Commencing March 5, 2021

BALA CYNWYD, Pa., March 04, 2021 (GLOBE NEWSWIRE) — Hamilton Lane Alliance Holdings I, Inc. (Nasdaq: HLAHU) (the “Company”) announced that, commencing March 5, 2021, holders of the units sold in the Company’s initial public offering of 27,600,000 units, may elect to separately trade the shares of Class A common stock and redeemable warrants included in the units. Those units not separated will continue to trade on the Nasdaq Stock Market (“Nasdaq”) under the symbol “HLAHU,” and the shares of Class A common stock and redeemable warrants that are separated will trade on Nasdaq under the symbols “HLAH” and “HLAHW,” respectively. No fractional warrants will be issued upon separation of the units and only whole warrants will trade. Holders of units will need to have their brokers contact Continental Stock Transfer & Trust Company, the Company’s transfer agent, in order to separate the units into shares of Class A common stock and redeemable warrants.

The Company was formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses. Although the Company’s efforts to identify a prospective business combination opportunity will not be limited to a particular industry, it intends to identify and consummate an initial business combination that it believes will generate attractive long-term returns for its shareholders. The Company intends to avoid companies in highly cyclical sectors such as upstream and midstream energy, commodities or real estate. The Company’s sponsor is an affiliate of Hamilton Lane Advisors, L.L.C., the managing member of which is Hamilton Lane Incorporated (Nasdaq: HLNE), a leading private markets investment management firm.

The units were initially offered by the Company in an underwritten offering. J.P. Morgan Securities LLC and Morgan Stanley & Co. LLC acted as joint book-running managers of the offering. A registration statement relating to the securities, as well as a related registration statement on Form S-1MEF filed with the Securities and Exchange Commission (the “SEC”) pursuant to Rule 462(b) under the Securities Act of 1933, as amended, became effective on January 12, 2021.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy the securities of the Company, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

The offering was made only by means of a prospectus, copies of which may be obtained for free from the SEC website at www.sec.gov or by contacting J.P. Morgan Securities LLC c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, New York 11717, telephone: 1-866-803-9204, or by emailing at [email protected] and Morgan Stanley & Co. LLC, Attention: Prospectus Department, 180 Varick Street, Second Floor, New York, New York 10014.

Forward-Looking Statements

This press release may include “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. All statements other than statements of historical fact included in this press release are forward-looking statements. When used in this press release, words such as “anticipate,” “believe,” “estimate,” “expect,” “intend” and similar expressions, as they relate to us or our management team, identify forward-looking statements. Such forward-looking statements are based on the beliefs of management, as well as assumptions made by, and information currently available to, the Company’s management. Actual results could differ materially from those contemplated by the forward-looking statements as a result of certain factors detailed in the Company’s filings with the Securities and Exchange Commission. All subsequent written or oral forward-looking statements attributable to us or persons acting on our behalf are qualified in their entirety by this paragraph. Forward-looking statements are subject to numerous conditions, many of which are beyond the control of the Company, including those set forth in the Risk Factors section of the Company’s registration statement and prospectus relating to the Company’s initial public offering filed with the SEC. The Company undertakes no obligation to update these statements for revisions or changes after the date of this release, except as required by law.

Contact

Hamilton Lane Alliance Holdings I, Inc.

+1-610-617-6026
[email protected]

Posted on March 4, 2021 5:03 pm
ClearStream Announces Fourth Quarter and 2020 Annual Financial Results

Business shows resiliency with annual revenues of $393 million down only 15% from 2019

CALGARY, Alberta, March 04, 2021 (GLOBE NEWSWIRE) — ClearStream Energy Services Inc. (“ClearStream” or the “Company”) (TSX: CSM) today announced its results for the three and twelve months ended December 31, 2020. All amounts are in Canadian dollars and expressed in thousands of dollars unless otherwise noted.

“EBITDAS” and “Adjusted EBITDAS” are not standard measures under IFRS. Please refer to the Advisory regarding Non-Standard Measures at the end of this press release for a description of these items and limitations of their use.

“With the arrival of the second wave of the COVID-19 pandemic in the fourth quarter, activity levels returned to a level similar to the second quarter when economic activity was constrained by the public health measures as governments responded and caused customers to remain cautious regarding their spending plans,” said Yves Paletta, Chief Executive Officer.

“With the recent recovery in both oil and natural gas prices that accelerated in the first two months of 2021 and the expected global roll out of vaccinations for COVID-19 this year, we believe that activity levels will start to recover in the second half of 2021. However, as a sector, we can expect to be in a lower growth operating model for the conceivable future and, as such, many of our customers have moved to an operational mindset that focuses on production optimization, reliability and environmental considerations through operational excellence. ClearStream is very well-positioned to support such trends,” said Mr. Paletta.

“As previously announced, we were deeply saddened by the incident that occurred on December 28, 2020 at the Suncor Fort Hills mine that resulted in the death of two valued members of our ClearStream family. We are actively working with Occupational Health and Safety with respect to the incident investigation. ClearStream’s strong HSE Management System and leadership’s commitment to the safety of our people is more than ever our most important core value,” added Mr. Paletta.

HIGHLIGHTS

Revenues for the year ended December 31, 2020 were $393.1 million, representing a decrease of $71.2 million or 15.3% from 2019.

Adjusted EBITDAS for the year ended December 31, 2020 was $10.5 million, representing a decrease of $15.8 million or 60% from 2019.

Selling, general and administrative expenses for the year ended December 31, 2020 were $24.0 million, representing a decrease of $2.2 million or 8.6% from 2019.

Liquidity remained strong with total cash and available credit facilities of $71.7 million at December 31, 2020, up from $66.2 million at September 30, 2020.

New project awards and contract renewals were $46 million for the three months ended December 31, 2020 and approximately $100 million for 2021 year-to-date (as announced in the press release dated February 24, 2021). Most of the work will be completed in 2021 with the balance scheduled for 2022-2025.

Completed a corporate reorganization at year-end 2020 to simplify the corporate legal structure with the closing and consolidation of various legacy entities in order to reduce compliance costs going forward.

Established a multi-disciplinary team to oversee the implementation of internal and external digitization strategies to transform ClearStream into a low cost, efficient and differentiated service provider.

Maintenance and Construction Services

Activity levels for maintenance and construction services slowed in the fourth quarter after a busy third quarter that saw the completion of 7 turnaround projects, many of which had originally been scheduled for the first half of 2020. Revenues from maintenance and construction services in 2020 were only down 11.1% from 2019, which shows the resiliency of our business. We benefited from a diverse customer base in the energy sector as those customer’s focussed on natural gas production experienced less volatility in their operations.

With the continuing recovery in world oil prices combined with on-going strength in North American natural gas prices, bidding activity for new work accelerated towards the end of 2020 and has continued to be very active in 2021. We remain focussed on consolidating various scopes of work with existing customers by adding additional services to enable more efficient execution and lower costs for our customers on each work site.

Wear Technology Overlay Services

In 2020, activity levels for wear technology overlay services remained well below historical levels as customers scaled back their production output and spending on consumables in response to weak oil prices. With the recovery in world oil prices, we are seeing customers increase their production outlook for 2021, which has resulted in a modest increase in demand for wear technology overlay services in the first quarter of 2021.

Environmental

We are actively pursuing opportunities with our customers to secure funding under the federal and provincial programs for the closure and reclamation of oil and gas wells, pipelines and facilities in British Columbia, Alberta and Saskatchewan. We expect the pace at which funding under these programs is released to accelerate in 2021. In addition, we are seeing oil and gas companies increase their own expenditures for reclamation and remediation activities.

FOURTH QUARTER AND ANNUAL 2020 FINANCIAL RESULTS

($ millions, except per share amounts)
Three months ended
December 31, Twelve months ended
December 31,

2020 2019 % Change 2020 2019 % Change

Revenue

Maintenance and Construction Services 77.6 124.4 (37.6) % 361.8 407.1 (11.1) %

Wear Technology Overlay Services 7.6 12.7 (40.2) % 33.4 61.0 (45.3) %

Total 84.5 137.1 (38.3) % 393.1 464.3 (15.3) %

Gross Profit

Maintenance and Construction Services 7.1 10.2 (30.7) % 28.0 32.1 (12.6) %

Wear Technology Overlay Services 1.3 4.6 (72.4) % 5.6 18.3 (69.2) %

Total 8.4 14.9 (43.7) % 33.7 50.4 (33.2) %

% of revenue 9.9 % 10.8 % (0.9) % 8.6 % 10.9 % (2.3) %

Selling, general and administrative expenses 7.9 9.9 (20.1) % 24.0 26.2 (8.6) %

% of revenue 9.4 7.2 % 2.1 % 6.1 % 5.7 % 0.4 %

Adjusted EBITDAS

Maintenance and Construction Services. 7.0 10.4 (32.7) % 27.8 31.6 (12.1) %

Wear Technology Overlay Services 1.2 4.5 (74.7) % 5.5 17.7 (69.1) %

Corporate (7.7) (9.6) (19.8) % (22.7) (23.0) (1.4) %

Total 0.5 5.4 (91.1) % 10.5 26.3 (60.0) %

% of revenue 0.6 % 3.9 % (3.4) % 2.7 % 5.7 % (3.0) %

Income (loss) from continuing operations 1.8 (10.4) (116.8) % 3.5 (6.7) (152.1) %

Net income (loss) per share from continuing operations (basic and diluted) 0.02 (0.09) (116.8) % 0.03 (0.06) (152.1) %

Note:

(1) “Adjusted EBITDAS” is not a standard measure under IFRS. Please refer to the Advisory regarding Non-Standard Measures at the end of this press release for a description of this measure and limitations of its use.

2020 RESULTS COMMENTARY

Revenue for the year ended December 31, 2020 was $393,121 compared to $464,252 for the same period in 2019, a decrease of 15.3%. The decrease in 2020, in comparison to 2019, was driven by overall reduced customer spending and the postponement of a portion of scheduled maintenance and turnaround activities as a result of macro-economic uncertainty and the economic impact of the COVID-19 pandemic.

Gross profit for the year ended December 31, 2020 was $33,686 compared to $50,396 for the same period in 2019, a decrease of 33%. Gross profit margin for the year ended December 31, 2020 was 8.6% compared to 10.9% for the same period in 2019. The decrease in 2020, in comparison to 2019, was due to a reduction in both the total volume and the volume of higher margin work in the Wear Technology Overlay Services segment where certain fixed costs are required to operate the facilities in addition to downward pressure on margins by customers in response to market uncertainty. As it became clear that the COVID-19 outbreak and other market conditions were going to have longer term impacts on our activity levels and margins across the whole business, we took immediate steps to adjust our cost structures. During the third quarter, we closed ClearStream Wear’s locations in Nisku and Edmonton and consolidated all operations into the Sherwood Park location. By eliminating these two facilities, we have significantly improved production flexibility and reduced the fixed costs associated with ClearStream Wear’s operations.

Selling, general and administrative (“SG&A”) expenses for the year ended December 31, 2020 were $23,986, in comparison to $26,240 in 2019, a decrease of 8.6%. As a percentage of revenue, SG&A expenses for the year ended December 31, 2020 were 6.1% compared to 5.7% in 2019. The increase in SG&A expenses as a percentage of revenue was due to the decline in revenue resulting from macro-economic uncertainty and the economic impact of the COVID-19 pandemic. Given the market uncertainty, we continued to right size our SG&A cost structures compared to the prior year as shown by the decrease in total SG&A expenses in 2020 compared to the same period 2019.

For the year ended December 31, 2020, Adjusted EBITDAS was $10,524 compared to $26,282 in 2019. As a percentage of revenue, Adjusted EBITDAS was 2.7% for the year ended December 31, 2020 compared to 5.7% for the same period in 2019. Adjusted EBITDAS as a percentage of revenue decreased due to gross profit decreases in both the Maintenance and Construction Services segment and the Wear Technology Overlay Services segment.

Income from government subsidies represents the Canada Emergency Wage Subsidy (“CEWS”) and the Canada Emergency Rent Subsidy (“CERS”) received from the Government of Canada to assist with the payment of employee wages and rent as a result of the impact of the COVID-19 pandemic. During the year ended December 31, 2020, the Company qualified for both CEWS and CERS and recorded total grants of $33,521 in the Consolidated Interim Statements of Income (Loss) and Comprehensive Income (Loss).

Income from continuing operations for the year ended December 31, 2020 was $3,469 compared to a loss of $6,652 in 2019. The income variance was driven by the government subsidies received, the recovery of the share-based compensation and other long-term incentive plans, and the recovery of contingent consideration liability offset by the goodwill impairment loss and decrease to gross profit for the 2020 period as well as the bargain purchase gain in 2019.

FOURTH QUARTER RESULTS COMMENTARY

Revenues for the three months ended December 31, 2020 were $84,530 compared to $137,066 for the same period in 2019, a decrease of 38.3% on a year-over-year basis. This decrease for the three months ended December 31, 2020 in comparison to the same period in 2019, was driven by overall reduced customer spending as a result of the volatility in crude oil prices due to macro-economic uncertainty and the economic impact of the COVID-19 pandemic.

Gross profit for the three months ended December 31, 2020 was $8,372 compared to $14,868 for the same period in 2019. Gross margins were 9.9% for the three months ended December 31, 2020 compared to 10.8% in the same period in 2019. The decrease in gross margin in 2020 was due to a reduction in both the total volume and the volume of higher margin work in the Wear Technology Overlay Services segment where certain fixed costs are required to operate the facilities in addition to downward pressure on margins by customers in response to market uncertainty. As it became clear that the COVID-19 outbreak and other market conditions were going to have longer term impacts on our activity levels and margins across the whole business, we took immediate steps to adjust our cost structure as shown by the gross margin increasing to 9.9% for the three months ended December 31, 2020 from 8.6% for the year ended December 31, 2020.

SG&A expenses for the three months ended December 31, 2020 were $7,923 compared to $9,912 for the same period in 2019. As a percentage of revenue, SG&A expenses for the three months ended December 31, 2020 were 9.4% compared to 7.2% for the same period in 2019 due to the decline in revenue resulting from macro-economic uncertainty and the economic impact of the COVID-19 pandemic.

ASSET-BASED LENDING FACILITY

On March 3, 2021, the Company received confirmation from the lead lender under the ABL Facility that it had agreed to extend the maturity date of the Revolving Facility to March 23, 2022. The Company and the lead lender under the ABL Facility are preparing an amending agreement to effect the extension of the maturity date and certain other amendments. Due to the Company’s current cash position, it was able to reduce the maximum borrowings available under the Revolving Facility to $15 million effective March 23, 2021.

OUTLOOK

The second wave of the COVID-19 pandemic continues to impact both the local and global economy. The public health measures to limit the spread of the virus, including business restrictions, travel restrictions, border closures, quarantines and social distancing, will remain in place for the near-term to allow for the global distribution of vaccines for COVID-19. As the rate of vaccinations increases, we expect that governments will start to re-open their economies.

With the recovery in world oil prices, we expect that our customers who are involved in the energy sector will realize higher cash flows, begin to increase their spending and address maintenance projects that have been deferred. We expect that activity levels will recover in the second half of 2021 as customers prioritize asset management and integrity services to increase operational reliability.

With energy transition and environmental considerations becoming increasingly important for all stakeholders in the energy sector, our customers will focus on improving their operational processes for greater efficiencies and reliability.

To better support our customers, ClearStream has continued to add new service offerings that encompass the full asset lifecycle and is now offering a suite of more than 40 services. Through the extensive regional coverage provided by our 15 operating facilities, we believe that ClearStream is well-positioned to consolidate further multiple services required at various operating sites while generating efficiencies and cost reductions for its customers.

ClearStream’s business model continues to prove its resilience as we are working closely with our customers every day in managing their operations.

Additional Information

Our consolidated financial statements for the year ended December 31, 2020 and the related Management’s Discussion and Analysis of the operating and financial results can be accessed on our website at www.clearstreamenergy.ca and will be available shortly through SEDAR at www.sedar.com.

About ClearStream Energy Services Inc.

With a legacy of excellence and experience stretching back more than 50 years, ClearStream provides solutions for the Energy and Industrial markets including: Oil & Gas, Petrochemical, Mining, Power, Agriculture, Forestry, Infrastructure and Water Treatment. With offices strategically located across Canada and a dedicated workforce, we provide maintenance, construction and environmental services that keep our clients moving forward. For more information about ClearStream, please visit www.clearstreamenergy.ca or contact:

Randy Watt Yves Paletta

Chief Financial Officer Chief Executive Officer

ClearStream Energy Services Inc. ClearStream Energy Services Inc.

(587) 318-0997 (587) 318-0997

[email protected] [email protected]

Advisory regarding Forward-Looking Information

Certain information included in this press release may constitute “forward-looking information” within the meaning of Canadian securities laws. In some cases, forward-looking information can be identified by terminology such as “may”, “will”, “should”, “expect”, “plan”, “anticipate”, “believe”, “estimate”, “predict”, “potential”, “continue” or the negative of these terms or other similar expressions concerning matters that are not historical facts. This press release contains forward-looking statements relating to but not limited to: our business plans, strategies and objectives; the effects of the COVID-19 pandemic on global commerce and oil prices; that customers will remain cautious regarding their spending plans; that activity levels will recover in the second half of 2021; that we will be in a lower growth operating model for the conceivable future; that customers will focus on production optimization, reliability and environmental considerations through operational excellence; the estimated value of contract renewals and project awards; that the implementation of internal and external digitization strategies will transform us into a low cost, efficient and differentiated service provider; that there will be a modest increase in demand for wear technology overlay services in the first quarter of 2021; that the pace at which funding under federal and provincial programs for the closure and reclamation of oil and gas wells, pipelines and facilities is released will accelerate in 2021; that the consolidation of our wear technology overlay facilities has improved our production flexibility and reduced our fixed costs; that the COVID-19 pandemic will continue to impact both the local and global economy; the duration of public health measures; that governments will start to re-open their economies as the rate of vaccinations increases; that our customers who are involved in the energy industry will begin to increase their spending and address maintenance projects that have been deferred as they realize higher cash flows from the recovery in world oil prices; that activity levels will recover in the second half of 2021 as customers prioritize asset management and integrity services to increase operational reliability; that our customers will focus on improving their operational processes; and that we are well-positioned to consolidate further multiple services while generating efficiencies and cost reductions for our customers.

Forward-looking information involves significant risks and uncertainties. A number of factors could cause actual events or results to differ materially from the events and results discussed in the forward-looking information including, but not limited to, the success of our response to the COVID-19 global pandemic, risks related to the integration of acquired businesses, conditions of capital markets, economic conditions, commodity prices, dependence on key personnel, interest rates, regulatory change, ability to meet working capital requirements and capital expenditure needs, factors relating to the weather and availability of labour. These factors should not be considered exhaustive. Risks and uncertainties about ClearStream’s business are more fully discussed in ClearStream’s disclosure materials, including its annual information form and management’s discussion and analysis of the operating and financial results, filed with the securities regulatory authorities in Canada and available at www.sedar.com. In formulating the forward-looking information, management has assumed that business and economic conditions affecting ClearStream will continue substantially in the ordinary course, including, without limitation, with respect to general levels of economic activity, regulations, taxes and interest rates. Although the forward-looking information is based on what management of ClearStream consider to be reasonable assumptions based on information currently available to it, there can be no assurance that actual events or results will be consistent with this forward-looking information, and management’s assumptions may prove to be incorrect.

This forward-looking information is made as of the date of this press release, and ClearStream does not assume any obligation to update or revise it to reflect new events or circumstances except as required by law. Undue reliance should not be placed on forward-looking information. Forward-looking information is provided for the purpose of providing information about management’s current expectations and plans relating to the future. Readers are cautioned that such information may not be appropriate for other purposes.

Advisory regarding Non-Standard Measures

The terms ‘‘EBITDAS’’ and “Adjusted EBITDAS” (collectively, the ‘‘Non-standard measures’’) are financial measures used in this press release that are not standard measures under IFRS. ClearStream’s method of calculating Non-standard measures may differ from the methods used by other issuers. Therefore, ClearStream’s Non-standard measures, as presented may not be comparable to similar measures presented by other issuers.

EBITDAS refers to net earnings determined in accordance with IFRS, before depreciation and amortization, interest expense, income tax expense (recovery), share-based compensation, and other long-term incentive plans. EBITDAS is used by management and the directors of ClearStream as well as many investors to determine the ability of an issuer to generate cash from operations. Management also uses EBITDAS to monitor the performance of ClearStream’s reportable segments and believes that in addition to net income or loss and cash provided by operating activities, EBITDAS is a useful supplemental measure from which to determine ClearStream’s ability to generate cash available for debt service, working capital, capital expenditures and income taxes. ClearStream has provided a reconciliation of income (loss) from continuing operations to EBITDAS in its management’s discussion and analysis of the operating and financial results for the year ended December 31, 2020.

Adjusted EBITDAS refers to EBITDAS excluding the gain on sale of assets held for sale, impairment of goodwill and intangible assets, restructuring costs, gain on sale of property plant and equipment, recovery of contingent consideration liability, other loss, one time incurred expenses, impairment of right-of-use assets, bargain purchase gain, gain on remeasurement of right-of-use assets, and government subsidies. ClearStream has used Adjusted EBITDAS as the basis for the analysis of its past operating financial performance. Adjusted EBITDAS is used by ClearStream and management believes it is a useful supplemental measure from which to determine ClearStream’s ability to generate cash available for debt service, working capital, capital expenditures, and income taxes. Adjusted EBITDAS is a measure that management believes facilitates the comparability of the results of historical periods and the analysis of its operating financial performance which may be useful to investors. ClearStream has provided a reconciliation of income (loss) from continuing operations to Adjusted EBITDAS its management’s discussion and analysis of the operating and financial results for the year ended December 31, 2020.

Investors are cautioned that the Non-standard measures are not alternatives to measures under IFRS and should not, on their own, be construed as an indicator of performance or cash flows, a measure of liquidity or as a measure of actual return on the shares. These Non-standard measures should only be used with reference to ClearStream’s Interim Financial Statements and Annual Financial Statements available on SEDAR at www.sedar.com or on ClearStream’s website at www.clearstreamenergy.ca.

Posted on March 4, 2021 5:03 pm
LPL Financial Announces Pricing of Senior Unsecured Notes Offering

SAN DIEGO, March 04, 2021 (GLOBE NEWSWIRE) — LPL Financial Holdings Inc. (Nasdaq: LPLA) today announced that its wholly owned subsidiary, LPL Holdings, Inc. (“LPL Holdings”), has priced its offering of $900 million in aggregate principal amount of senior unsecured notes (the “senior notes”). In addition, LPL Holdings secured commitments to increase the size of its revolving credit facility from $750 million to $1,000 million and extend the maturity date of the revolving credit facility from 2024 to 2026 (the “credit agreement amendment”). As previously announced, LPL Holdings intends to use the net proceeds from the senior notes offering, together with cash available for corporate use, to redeem its existing $900 million of senior unsecured notes due 2025 (the “2025 Notes”) and to pay fees and expenses related to the senior notes offering and the credit agreement amendment.

The senior notes will bear interest at a rate of 4.00% to be paid semi-annually in arrears on March 15 and September 15 of each year, beginning on September 15, 2021. The senior notes were priced at 100% of the aggregate principal amount, and will mature on March 15, 2029. The issuance of the senior notes is expected to occur on March 15, 2021, concurrently with the expected closing of the credit agreement amendment and redemption of the 2025 Notes, subject to customary closing conditions. The issuance of the senior notes will not be conditioned on the closing of the credit agreement amendment or the redemption of the 2025 Notes. Nothing in this press release shall constitute a notice of redemption for the 2025 Notes and any such redemption of the 2025 Notes would be made in accordance with the terms of the applicable indenture.

This press release does not constitute an offer to sell or the solicitation of an offer to buy the senior notes. The senior notes have not been, and will not be, registered under the Securities Act of 1933 and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act of 1933. The senior notes are being offered only to persons reasonably believed to be qualified institutional buyers in the United States in reliance on Rule 144A under the Securities Act of 1933 and outside the United States only to non-U.S. investors pursuant to Regulation S.

Forward-Looking Statements

Statements in this press release regarding LPL Holdings’ plans to enter into a credit agreement amendment and offer senior notes, including the anticipated use of the proceeds therefrom and the anticipated sizes of the senior secured credit facilities and the senior notes offering, as well as any other statements that are not related to present facts or current conditions or that are not purely historical, constitute forward-looking statements. These forward-looking statements are based on the Company’s historical performance and its plans, estimates, and expectations as of March 4, 2021. The words “expects”, “intends”, and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words. Forward- looking statements are not guarantees that the future results, plans, intentions, or expectations expressed or implied will be achieved. Matters subject to forward-looking statements involve known and unknown risks and uncertainties, including economic, legislative, regulatory, competitive, and other factors, which may cause actual results, or the timing of events, to be materially different from those expressed or implied by forward-looking statements. Important factors that could cause or contribute to such differences include: the market conditions, which will affect whether LPL Holdings will be able to close on the credit agreement amendment and the sale of the senior notes; and satisfaction of closing conditions related to the proposed transactions. LPL can give no assurance that the credit agreement amendment or senior notes offering will be completed. Forward- looking statements in this press release should be evaluated together with the risks and uncertainties that affect the business of LPL Financial Holdings Inc. (together with its subsidiaries, the “Company”), including the risk factors set forth in Part I, “Item 1A. Risk Factors” in the Company’s 2020 Annual Report on Form 10-K, as may be amended or updated in the Company’s Quarterly Reports on Form 10-Q or other filings with the SEC. Except as required by law, the Company specifically disclaims any obligation to update any forward-looking statements as a result of developments occurring after the date of this press release, even if its estimates change, and you should not rely on statements contained herein as representing the Company’s views as of any date subsequent to the date of this press release.

About LPL Financial

LPL Financial (https://www.lpl.com) is a leader in the retail financial advice market, the nation’s largest independent broker/dealer(+) and a leading custodian (or provider of custodial services) to RIAs. We serve independent financial advisors and financial institutions, providing them with the technology, research, clearing and compliance services, and practice management programs they need to create and grow thriving practices. LPL enables them to provide objective guidance to millions of American families seeking wealth management, retirement planning, financial planning and asset management solutions.

+ Based on total revenues, Financial Planning magazine June 1996-2020.

Securities and Advisory Services offered through LPL Financial LLC, a Registered Investment Advisor. Member FINRA/SIPC.

Investor Relations – Chris Koegel, (617) 897-4574
Media Relations – Lauren Hoyt-Williams, (980) 321-1232

Posted on March 4, 2021 5:02 pm
Compass Therapeutics to Commence Trading on the OTCQB Venture Market Under the Symbol “CMPX”

Compass Therapeutics to Commence Trading on the OTCQB Venture Market Under the Symbol “CMPX”

BOSTON–(BUSINESS WIRE)–
Compass Therapeutics, Inc. (OTCQB: CMPX), a clinical-stage biotechnology company developing proprietary antibody therapeutics intended to engage the immune system to treat both solid tumors and hematological malignancies, announced today that shares of the company’s common stock have been cleared for trading on the OTCQB Venture Market in the United States. The Company’s shares will trade under the ticker symbol “CMPX”, effective at the market open on March 5, 2021.

About Compass Therapeutics

Compass Therapeutics is a clinical-stage biopharmaceutical company developing proprietary antibody therapeutics intended to engage the immune system to treat both solid tumors and hematologic malignancies. Compass is leveraging its proprietary StitchMabs™ and common light-chain based multispecific platforms to empirically identify multispecifics and combinations of antibody therapeutics that synergistically modulate key nodes in the immune system. The company’s lead product candidate, CTX-471, is a fully human agonistic antibody of CD137, and is currently being evaluated in a Phase 1 study in patients who were previously treated with PD-1/PD-L1 checkpoint inhibitors and who subsequently relapsed or progressed after a period of stable disease. The company’s offices and labs are located in Boston, MA. Its website is at www.compasstherapeutics.com.

Forward-Looking Statements

This press release contains forward-looking statements. Statements in this press release that are not purely historical are forward-looking statements. Such forward-looking statements include, among other things, the commencement of trading on OTCQB, references to our product candidates and the development and therapeutic potential thereof, our technologies for identifying additional product candidates, and our business and development plans. Actual results could differ from those projected in any forward-looking statements due to numerous factors. Such factors include, among others, our ability to raise the additional funding we will need to continue to pursue our business and product development plans, the inherent uncertainties associated with developing product candidates and operating as a development stage company, our ability to identify additional product candidates for development, our ability to develop, complete clinical trials for, obtain approvals for and commercialize any of our product candidates, and competition in the industry in which we operate and market conditions. These forward-looking statements are made as of the date of this press release, and Compass assumes no obligation to update the forward-looking statements, or to update the reasons why actual results could differ from those projected in the forward-looking statements, except as required by law. Investors should consult all of the information set forth herein and should also refer to the risk factor disclosure set forth in the reports and other documents we file with the SEC available at www.sec.gov, including without limitation our Form 10-Q for the quarter ended September 30, 2020, and our subsequent filings with the SEC.

View source version on businesswire.com: https://www.businesswire.com/news/home/20210304006114/en/

Investor Contact

Compass Therapeutics, Inc.

Vered Bisker-Leib, President & Chief Operating Officer

[email protected]

Media Contact

[email protected]

617-500-8099

KEYWORDS: United States North America Massachusetts

INDUSTRY KEYWORDS: Research Finance Clinical Trials Professional Services Biotechnology Health Pharmaceutical Science Oncology

MEDIA:

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