Clean Energy to Make More Carbon-Negative Fuel Available for Transportation with bp

Clean Energy to Make More Carbon-Negative Fuel Available for Transportation with bp

bp to Provide $50 million for Development and Construction of Renewable Natural Gas Production Facilities

NEWPORT BEACH, Calif.–(BUSINESS WIRE)–
Clean Energy Fuels Corp. (Nasdaq: CLNE) today announced plans that it will work with BP Products North America Inc, a subsidiary of BP p.l.c. (NYSE: BP) to develop, own and operate new renewable natural gas (RNG) facilities at dairies and other agriculture facilities that will produce one of the cleanest fuels in the world.

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Carbon emissions captured from dairies and turned into a transportation fuel reduce the harmful effects on long-term climate change. As a result, the California Air Resources Board gives these carbon-negative RNG projects a CI Score (gCO2e/MJ) of -250 (or lower) compared to 97 for diesel and 46 for electric batteries. The demand for this carbon-negative fuel has significantly accelerated over the last few years. Some of the largest heavy-duty fleets in the world such as UPS, Republic Services, New York Metropolitan Transportation Authority and LA Metro, among others, are currently and successfully operating tens of thousands of vehicles on RNG.

Clean Energy is the largest provider of RNG as a transportation fuel in the United States and Canada, the largest RNG fuel provider under the California LCFS program and currently has a joint RNG marketing agreement with bp established in 2018. In addition to the carbon-negative fuel, Clean Energy will continue to source RNG from other providers to supply its network of 550 fueling stations in North America and maintain its leadership position in the California LCFS market. This also marks another strong step in Clean Energy’s ambition to meet the rapidly growing demand by customers for carbon-negative RNG and to deliver 100% Redeem™ branded RNG to its entire fueling infrastructure by 2025, which Clean Energy is well on its way to achieving.

“Carbon-negative RNG is being used today by thousands of vehicles with more and more fleets requesting it every week,” said Andrew J. Littlefair, CEO and president of Clean Energy. “Taking this next step allows us to expand the availability of the fuel while providing dairy owners with a way to make a significant impact on the environment and create an additional revenue stream.”

Clean Energy has made noteworthy commitments to transforming the way the transportation industry powers vehicles to have less of an impact on long-term climate change and believes the use of carbon-negative RNG is the most immediate, cost-effective and has the greatest effect of any alternative. Clean Energy has already identified potential RNG-producing projects and has plans to deploy funds for development and construction expenses in 2021.

For more information, refer to Clean Energy’s Form 8-K.

About Clean Energy

Clean Energy Fuels Corp. is the leading provider of the cleanest fuel for the transportation market in the United States and Canada. Through its sales of Redeem™ renewable natural gas (RNG), which is derived from capturing biogenic methane produced from decomposing organic waste, Clean Energy allows thousands of vehicle fleets, from airport shuttles to city buses to waste and heavy-duty trucks, to reduce their amount of climate-harming greenhouse gas by at least 70% and even up to 300% depending on the source of the RNG. Clean Energy can deliver Redeem through compressed natural gas (CNG) and liquified natural gas (LNG) to its network of approximately 540 fueling stations across the U.S. and Canada. Clean Energy builds and operates CNG and LNG fueling stations for the transportation market, owns natural gas liquefication facilities in California and Texas, and transports bulk CNG and LNG to non-transportation customers around the U.S. For more information, visit www.CleanEnergyFuels.com.

Forward-Looking Statements

This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934 that involve risks, uncertainties and assumptions, such as statements regarding, among other things: the completion and timing of the JV; Clean Energy’s plans for its RNG business; increased market adoption of carbon-negative RNG as a vehicle fuel; growth in Clean Energy’s customer base for its Redeem™ RNG vehicle fuel; the strength of Clean Energy’s vehicle fueling infrastructure and its ability to leverage this infrastructure to increase sales of Redeem™ vehicle fuel and to deliver 100% Redeem™ branded RNG to its entire fueling infrastructure by 2025; the benefits of RNG as an alternative vehicle fuel, including economic and environmental benefits; and growth in and certainty of supply of RNG. Actual results and the timing of events could differ materially from those expressed in or implied by these forward-looking statements as a result of a variety of factors, including, among others: Clean Energy’s and BP’s ability to close the JV on the timeline anticipated or at all; supply, demand, use and prices of crude oil, gasoline, diesel, natural gas and alternative fuels, as well as heavy-duty trucks and other vehicles powered by these fuels; the willingness of fleets and other consumers to adopt RNG as a vehicle fuel; and general economic, political, regulatory, market and other conditions. The forward-looking statements made in this press release speak only as of the date of this press release and Clean Energy undertakes no obligation to update publicly such forward-looking statements to reflect subsequent events or circumstances, except as otherwise required by law. Additionally, the reports and other documents Clean Energy files with the SEC (available at www.sec.gov) contain additional information on these and other risk factors that may cause actual results to differ materially from the forward-looking statements contained in this press release.

Clean Energy Contact:

Raleigh Gerber

949-437-1397

[email protected]

Investor Contact:

[email protected]

KEYWORDS: United States North America California

INDUSTRY KEYWORDS: Alternative Energy Energy Oil/Gas

MEDIA:

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Contango Announces Fourth Quarter and Full Year 2020 Financial Results

FORT WORTH, Texas, March 10, 2021 (GLOBE NEWSWIRE) — Contango Oil & Gas Company (NYSE American: MCF) (“Contango” or the “Company”) announced today its financial results for the fourth quarter and twelve months ended December 31, 2020.

Fourth Quarter 2020 Highlights and Recent Developments

  • Production sales of 1,321 MBoe for the quarter, or 14.4 MBoe per day, within guidance for the quarter. Assuming we had owned MCEP and Silvertip during the fourth quarter, our pro forma production sales would have been 24.5 MBoe per day.
  • Total operating expenses of $17.1 million for the quarter, and operating expenses exclusive of production and ad valorem taxes of $15.5 million, at the lower end of the guidance range for the quarter.
  • Net loss of $25.2 million (including $22.8 million in pre-tax impairments) compared to a net loss of $138.4 million (including $124.7 million in pre-tax impairments) in the prior year quarter.
  • Recurring Adjusted EBITDAX (a non-GAAP measure, as defined and presented herein) of $12.2 million, compared to $17.2 million in the prior year quarter.
  • On October 25, 2020, the Company entered into an Agreement and Plan of Merger with Mid-Con Energy Partners, LP (“Mid-Con”) (NASDAQ:MCEP) and Mid-Con Energy GP, LLC, the general partner of Mid-Con, pursuant to which Mid-Con merged with and into a wholly-owned, direct subsidiary of the Company (the “Mid-Con Acquisition”). The Mid-Con Acquisition closed on January 21, 2021, at which time the MSA terminated.
  • On October 27, 2020, the Company completed a private placement with a select group of institutional and accredited investors for the sale of 26,451,988 shares of the Company’s common stock for net proceeds of approximately $38.8 million.
  • On October 30, 2020, the Company entered into an amendment to its revolving credit agreement with JPMorgan Chase Bank N.A., as administrative agent, and the lenders party thereto (the “Credit Agreement”) under which, among other things, the Company’s borrowing base increased from $75 million to $130 million upon the closing of the Mid-Con Acquisition.
  • On November 27, 2020, the Company entered into a purchase and sale agreement with an undisclosed seller to acquire certain oil and natural gas properties located in the Big Horn Basin in Wyoming and Montana, in the Powder River Basin in Wyoming, and in the Permian Basin in Texas and New Mexico (the “Silvertip Acquisition”). The Silvertip Acquisition closed on February 1, 2021.
  • On December 1, 2020, the Company completed another private placement of 14,193,903 shares of the Company’s common stock for net proceeds of approximately $21.7 million.
  • Pro forma for MCEP and Silvertip acquisitions, the Company as of January 1, 2021 has increased strip1 PDP PV-10 by a factor of 2.2x to $572 million compared to the Company’s reserves as of January 1, 2020.
  • Pro forma for MCEP and Silvertip acquisitions, the Company’s 5 year PDP oil decline forecasted at a peer leading < 10%, creating substantial cash flow to reinvest in additional inorganic and organic opportunities.
  • Debt outstanding as of March 1, 2021 was approximately $114 million, with $4 million cash on hand. While we anticipate future inorganic growth, assuming strip1 pricing, no new acquisitions, and our current capital spending budget, we anticipate the Company exiting 2021 at less than 0.5x Debt/TTM EBITDA and anticipate being in a net cash position by the end of Q3 next year.
  • In the acquired Silvertip and MCEP assets, we have identified a highly efficient capital budget for 2021 of approximately $4 million expected to create $46 million in proved developed PV-10 at strip1 (a 9.2x PV/I) and is not inclusive of potentially significant additional value from a well reactivation initiative underway given the higher commodity price environment.

 (1) Strip prices run at March 3,2021.

Management Commentary

Wilkie S. Colyer, the Company’s Chief Executive Officer, said, “As noted in this release, and our related SEC filings, we had a very busy fourth quarter that has continued into a good start to 2021. We signed two acquisition agreements in the fourth quarter that we closed in the first quarter. Through these long lived, lower decline acquisitions, we have increased our current production to sales 24.5 MBoe/d based on fourth quarter 2020 sales, when compared to our fourth quarter average of 14.4 MBoe/d and have increased our reserves, cash flow, financial strength, and flexibility. We believe this positions us well to continue our consolidation strategy while the window of opportunity to acquire PDP-heavy assets, with associated development potential and at a discount to PDP PV-10 value, still exists. Our technical team’s focus on operational efficiencies and cost improvements has resulted in a 7.5 MMBoe addition to proved reserves in the form of performance revisions at SEC pricing. We believe that we will be equally successful in increasing the value of the reserves acquired in the Mid-Con and Silvertip acquisitions, and we believe this process to be repeatable on future acquisitions based on our existing track record. Our diversified portfolio provides us an inventory of very high return capital projects to execute on in 2021 and beyond.

“Maintaining a strong financial profile is also a priority for us as we look to potentially take advantage of more acquisition opportunities. We strive to maintain maximum flexibility in our capital structure financing acquisitions, and we protect our liquidity and cash flow through our aggressive hedging program. For 2021, and pro forma for the MCEP and Silvertip acquisitions, we have price protected approximately 67% of our forecasted PDP oil production (from April through December) at an average floor price of $54.87 per barrel and approximately 60% of our forecasted 2021 PDP gas production (from April through December) at an average floor price of $2.62 per MMBtu. For 2022, we have price protected approximately 47% of our forecasted PDP oil production at an average floor price of $50.24 per barrel and approximately 57% of our forecasted PDP gas production at an average floor price of $2.60 per MMBtu. We also have approximately 50% of forecasted PDP oil production for the first two months of 2023 hedged at an average floor price of $49.70 per barrel and approximately 60% of forecasted PDP gas production for the first two months of 2023 hedged at an average floor price $2.72. Lastly, I’d like to thank our shareholders and lenders, led by JPMorgan, for their continued support, along with our dedicated employees.”

Impact of the COVID-19 Pandemic

The COVID-19 pandemic has resulted in a severe worldwide economic downturn, significantly disrupting the demand for oil throughout the world, and has created significant volatility, uncertainty and turmoil in the oil and natural gas industry. This led to a significant global oversupply of oil and a subsequent substantial decrease in oil prices. While global oil producers, including the Organization of Petroleum Exporting Countries (“OPEC”) and other oil producing nations recently have shown a willingness to exercise more restraint on production levels, and there has been a decline in U.S. production due to a reduction in drilling activity, general downward pressure on, and volatility in, commodity prices has remained and could continue for the foreseeable future. We have commodity derivative instruments in place to mitigate the effects of such price declines; however, derivatives will not entirely mitigate lower oil and natural gas prices. While there has been modest recovery in oil prices, the length of this demand disruption is still unknown, and there is significant uncertainty regarding the long-term impact to global oil demand, which will ultimately depend on various factors and consequences beyond the Company’s control, such as the duration and scope of the pandemic, the length and severity of the worldwide economic downturn, additional actions by businesses and governments in response to both the pandemic and the decrease in oil prices, the speed and effectiveness of responses to combat the virus, and the time necessary to equalize oil supply and demand to restore oil pricing. In response to these developments, we have continued to implement measures to mitigate the impact of the COVID-19 pandemic on our employees, operations and financial position. These measures include, but are not limited to, the following:

  • work from home initiatives for all but critical staff and the implementation of social distancing measures;
  • a company-wide effort to cut costs throughout our operations;
  • utilization of our available storage capacity to temporarily store a portion of our production for later sale at higher prices when advantageous to do so (such as the approximate 50,000 barrels of second quarter 2020 oil production we stored and sold during the third quarter of 2020 at higher oil prices);
  • suspension of any further plans for operated onshore and offshore drilling in 2020;
  • pursuit of additional “fee for service” opportunities similar to the Management Services Agreement entered into in June 2020 with Mid-Con (the “MSA”), which was terminated at the closing of the Mid-Con Acquisition on January 21, 2021; and
  • potential acquisitions of PDP-heavy assets, with attractive, discounted valuations, in stressed/distressed scenarios or from non-industry owners, such as our Silvertip Acquisition.

Summary of Fourth Quarter Financial Results

Net loss for the three months ended December 31, 2020 was $24.8 million, or $(0.16) per basic and diluted share, compared to a net loss of $138.4 million, or $(1.32) per basic and diluted share, for the prior year quarter. Pre-tax net loss for the three months ended December 31, 2020 was $25.9 million, compared to a pre-tax net loss of $138.6 million for the prior year quarter.

Average weighted shares outstanding were approximately 155.5 million and 105.2 million for the current and prior year quarters, respectively.

The Company reported Adjusted EBITDAX, a non-GAAP measure defined below, of approximately $11.3 million for the three months ended December 31, 2020, compared to $12.2 million for the same period last year, a decrease attributable primarily to lower commodity prices. Recurring Adjusted EBITDAX (defined below as Adjusted EBITDAX exclusive of non-recurring business combination expenses, strategic advisory fees and legal judgments) was $12.2 million for the current quarter, compared to $17.2 million for the prior year quarter.

Revenues for the current quarter were approximately $29.2 million compared to $37.2 million for the prior year quarter, a decrease primarily attributable to a 17% decrease in the weighted average equivalent sales price in production period over period primarily as a result of a 32% decline in oil prices period over period. Current quarter revenues also included $1.0 million related to our since-terminated fee for service agreement with Mid-Con.

Production sales for the fourth quarter were approximately 1,321 MBoe, or 14.4 MBoe per day, compared to 1,444 MBoe, or 15.7 MBoe per day for the fourth quarter of 2019. The decrease in the current year quarter was primarily attributable to a 0.7 MBoe/d decline from our Gulf of Mexico properties due to the year over year natural decline in production and to downtime related to Hurricane Delta in October 2020.

The weighted average equivalent sales price during the three months ended December 31, 2020 was $21.32 per Boe, compared to $25.75 per Boe for the same period last year, a decline primarily attributable to the decrease in oil prices in the current year quarter as a result of the decrease in demand for commodity products due to the COVID-19 pandemic and the ongoing disruptions to the global energy markets. In comparison to the fourth quarter of 2019, we experienced a 32% decline in oil prices, a 7% increase in natural gas prices and a 16% increase in natural gas liquids prices in the fourth quarter of 2020.

Operating expenses for the three months ended December 31, 2020 were approximately $17.1 million, compared to $16.9 million for the same period last year, a minimal increase considering the 2019 fourth quarter included expenses related to the White Star and Will Energy properties for only the months of November and December. Although lease operating expenses increased quarter over quarter, we were able to reduce 2020 expenses related to utilities and generators by approximately $3.9 million compared to the prior year, due to cost-saving initiatives implemented in 2020. Included in operating expenses are direct lease operating expenses, transportation and processing costs, workover expenses and production and ad valorem taxes. Operating expenses (exclusive of production and ad valorem taxes of $1.6 million and $1.9 million, respectively) were approximately $15.5 million for the current quarter, at the low end of guidance, compared to approximately $15.0 million for the prior year quarter.

DD&A expense for the three months ended December 31, 2020 was $5.9 million, or $4.47 per Boe, compared to $16.2 million, or $11.22 per Boe, for the prior year quarter. The lower depletion expense and rate in the current quarter was related to lower depletable property cost as a result of the proved property impairment recorded during the fourth quarter of 2019 and first quarter of 2020.

Impairment and abandonment expense was $22.9 million for the current quarter, of which $22.8 million related to non-cash impairment. We recorded $21.1 million for proved property impairment in the current quarter, of which $15.6 million related to our offshore properties as a result of performance revisions in reserves and the decline in gas prices and production yield. We recorded $1.7 million for unproved property impairment due to leases expiring in 2021, which we have no plan to extend or develop as a result of the current commodity price environment and our continued focus on cost saving and production enhancing initiatives. The prior year quarter included $125.1 million of impairment and abandonment expense, of which $124.7 million related to non-cash impairment.

Total G&A expenses were $7.7 million, or $5.81 per Boe, for the three months ended December 31, 2020, compared to $9.6 million, or $6.61 per Boe, for the prior year quarter. Recurring G&A expenses (Non-GAAP, defined as G&A expenses exclusive of business combination expenses and non-recurring strategic advisory fees of $1.8 million and legal judgments of ($0.8) million) for the current quarter were $6.7 million, or $5.09 per Boe. Recurring G&A expenses (Non-GAAP, defined as G&A expenses exclusive of business combination expenses and non-recurring strategic advisory fees of $2.1 million and legal judgments of $2.8 million) for the prior year quarter were $4.6 million, or $3.20 per Boe. The increase from the prior year is primarily due to the costs of additional personnel, systems costs and other administrative expenses added in conjunction with the properties we acquired from Will Energy and White Star, which more than tripled our production base. Recurring Cash G&A expenses (defined as Recurring G&A expenses exclusive of non-cash stock-based compensation of $1.9 million and $0.2 million for the respective current and prior-year quarters) were $4.8 million for the current quarter, compared to $4.5 million for the prior year quarter.

Gain from our investment in affiliates (i.e., Exaro Energy III (“Exaro”)) for the three months ended December 31, 2020 was approximately $40,000, compared to $0.9 million for the three months ended December 31, 2019.

Loss on derivatives for the three months ended December 31, 2020 was approximately $2.9 million. Of this amount, $5.8 million was non-cash, unrealized mark-to-market losses attributable to improvement in benchmark commodity prices at the end of the current quarter compared to the benchmark prices at the end of the third quarter of 2020, offset in part by $2.9 million in realized gains on derivative settlements during the current quarter. Loss on derivatives for the three months ended December 31, 2019 was approximately $4.4 million, of which $4.9 million was non-cash, unrealized mark-to-market losses, while the remaining $0.5 million were realized gains.

2020/2021 Capital Program & Capital Resources

Capital costs for the three months ended December 31, 2020 were approximately $0.4 million, of which $0.3 million was related to costs and evaluations of potential offshore exploratory prospects.

Our 2021 capital expenditure budget is currently planned to be between $13 – $16 million for capital workovers, facility upgrades, waterflood development and selected new well drills; however, due to our ongoing evaluation of future development for our recently acquired properties from the Mid-Con Acquisition and the Silvertip Acquisition, and the regulatory and operational factors being considered in developing a timeline for our next well in our GOM program, our capital expenditure program will continue to be evaluated for revision during the year. We believe that we will have the financial resources to increase the currently planned 2021 capital expenditure budget, when and if deemed appropriate, including as a result of changes in commodity prices, economic conditions or operational factors.

As of December 31, 2020, we had approximately $9.0 million outstanding under the Company’s Credit Agreement, $1.9 million in an outstanding letter of credit and $1.4 million in cash. The borrowing base was $75 million as of December 31, 2020, with a borrowing availability of $64.1 million.

On October 25, 2020, the Company and Mid-Con entered into the Agreement and Plan of Merger for the Mid-Con Acquisition providing for the Company’s acquisition of Mid-Con in an all-stock merger transaction in which Mid-Con became a direct, wholly owned subsidiary of Contango. The Mid-Con Acquisition closed on January 21, 2021 at which time the MSA with Mid-Con was terminated. A total of 25,409,164 shares of Contango common stock were issued at the closing of the Mid-Con acquisition. Concurrently with the announcement of the Mid-Con Acquisition, we announced the execution of an agreement with a select group of institutional and accredited investors to sell 26,451,988 shares of the Company’s common stock. On October 27, 2020, we completed the private placement offering for net proceeds of approximately $38.8 million. The proceeds were used for the Mid-Con Acquisition and for general corporate purposes, including the repayment of debt outstanding under our Credit Agreement. See Note 1 – “Organization and Business” and Note 4 – “Acquisitions and Dispositions” in our recently filed Form 10-K for the year ended December 31, 2020 for further information.

On October 30, 2020, we entered into the Third Amendment to the Credit Agreement (the “Third Amendment”) under which the Company’s borrowing base was increased from $75 million to $130 million, effective upon the closing of the Mid-Con Acquisition. The Third Amendment provides for, among other things, a $10 million automatic reduction in the borrowing base on March 31, 2021. The next regularly scheduled borrowing base redetermination is on or before May 1, 2021. The borrowing base may also be adjusted by certain events, including the incurrence of any senior unsecured debt, material asset dispositions or liquidation of hedges in excess of certain thresholds. The Credit Agreement matures on September 17, 2024. See Note 13 – “Long-Term Debt” in our recently filed Form 10-K for the year ended December 31, 2020 for further information.

On November 27, 2020, we entered into a Purchase and Sale Agreement with an undisclosed seller for the Silvertip Acquisition providing for the acquisition of certain oil and natural gas properties located in the Big Horn Basin in Wyoming and Montana, on the Powder River Basin in Wyoming, and in the Permian Basin in Texas and New Mexico. The acquisition closed on February 1, 2021. See Note 4 – “Acquisitions and Dispositions” in our recently filed Form 10-K for the year ended December 31, 2020 for further information.

On December 1, 2020, we completed another private placement of 14,193,903 shares of the Company’s common stock for net proceeds of approximately $21.7 million. The net proceeds were used to fund the Silvertip Acquisition and for general corporate purposes, including the repayment of debt outstanding under our Credit Agreement. See Note 1 – “Organization and Business” in our recently filed Form 10-K for the year ended December 31, 2020 for further information.

2020 Year End Reserves

As of December 31, 2020, the Standardized Measure of Discounted Future Net Cash Flows (“Standardized Measure”) of our proved reserves was approximately $115.6 million, and the PV-10 value (Non-GAAP) of our proved reserves was approximately $126.4 million, compared to the Standardized Measure value of $257.8 million and PV-10 value of $286.6 million as of December 31, 2019, a decrease primarily attributable to lower commodity prices and the sales of non-core producing assets The Securities and Exchange Commission (“SEC”) mandated prices used in determining our December 31, 2020 proved reserves and PV-10 value were $39.57 per Bbl of oil and condensate and $2.14 per MMBtu for natural gas, compared with SEC prices of $55.69 per Bbl for oil and condensate and $2.52 per MMMbtu for natural gas used in estimating proved reserves as of December 31, 2019.

As of December 31, 2020, our independent third-party engineering firms estimated our proved oil and natural gas reserves to be approximately 34.2 MMBoe compared with 52.7 MMBoe of proved reserves as of December 31, 2019. The decrease in proved reserves is primarily due to a 21.1 MMBoe decrease related to negative revisions related to lower commodity prices, a 1.0 MMBoe decrease related to property sales in our Central Oklahoma and Western Anadarko regions and 2020 production of 6.1 MMBoe, partially offset by a 7.5 MMBoe increase related to positive performance revisions primarily in our Central Oklahoma and West Texas regions and a 2.3 MMBoe increase attributable to new PUD locations in our West Texas area.

At the end of 2020, the composition of our proved reserves, volumetrically, was 38% oil and condensate, 41% natural gas and 21% natural gas liquids, compared to 36% oil and condensate, 42% natural gas and 22% natural gas liquids at December 31, 2019. These estimates were prepared in accordance with reserve reporting guidelines mandated by the SEC.

Our proved developed reserves for the year ended December 31, 2020 were estimated at 27.6 MMBoe, compared to 40.8 MMBoe in the prior year. The decrease in proved developed reserves is primarily attributable to negative revisions related to lower commodity prices of 9.8 MMBoe and 2020 production of 6.1 MMBoe, partially offset by positive performance-related revisions related in our Central Oklahoma properties.

Our proved undeveloped reserves (“PUD”) for the year ended December 31, 2020 were 6.7 MMBoe, compared to 12.0 MMBoe at December 31, 2019. The decrease in PUD reserves was primarily attributable to 11.4 MMBoe in negative price-related revisions, partially offset by a 4.3 MMBoe positive performance revision and 2.3 MMBoe of new additions, both of which relate to properties in our West Texas region.

The following table summarizes Contango’s total proved reserves as of December 31, 2020 (1):

                      Present Value
    Oil   Gas   NGL   Total     Discounted
Category   (MBbl)   (MMcf)   (MBbl)   (MBoe)     at 10% ($000) (2)
Developed   7,166   82,788   6,595   27,558   $ 112,103
Undeveloped   5,838   1,694   559   6,680     14,273
Total Proved   13,004   84,482   7,154   34,238   $ 126,376

(2) The above estimates do not include net proved reserves of approximately 2.6 MMBoe attributable to our 37% equity ownership investment in Exaro as of December 31, 2020.
(3) PV-10 is a non-GAAP measure. Please see below for a definition and reconciliation to Standardized Measure.



Derivative Instruments

As of December 31, 2020, we had the following financial derivative contracts in place with members of our bank group or third-party counterparties under an unsecured line of credit with no margin call provisions.

Commodity   Period   Derivative   Volume/Month   Price/Unit
Oil   Jan 2021 – March 2021   Swap   19,000   Bbls   $ 50.00 (1)
                             
Oil   April 2021 – July 2021   Swap   12,000   Bbls   $ 50.00 (1)
Oil   Aug 2021 – Sept 2021   Swap   10,000   Bbls   $ 50.00 (1)
                             
Oil   Jan 2021 – July 2021   Swap   62,000   Bbls   $ 52.00 (1)
Oil   Aug 2021 – Sept 2021   Swap   55,000   Bbls   $ 52.00 (1)
Oil   Oct 2021 – Dec 2021   Swap   64,000   Bbls   $ 52.00 (1)
                         
Oil   April 2022 – Oct 2022   Swap   25,000   Bbls   $ 42.04 (1)
                         
Natural Gas   Jan 2021 – March 2021   Swap   185,000   MMBtus   $ 2.505 (2)
Natural Gas   April 2021 – July 2021   Swap   120,000   MMBtus   $ 2.505 (2)
Natural Gas   Aug 2021 – Sept 2021   Swap   10,000   MMBtus   $ 2.505 (2)
                         
Natural Gas   Jan 2021 – March 2021   Swap   185,000   MMBtus   $ 2.508 (2)
Natural Gas   April 2021 – July 2021   Swap   120,000   MMBtus   $ 2.508 (2)
Natural Gas   Aug 2021 – Sept 2021   Swap   10,000   MMBtus   $ 2.508 (2)
                         
Natural Gas   Jan 2021 – March 2021   Swap   650,000   MMBtus   $ 2.508 (2)
Natural Gas   April 2021 – Oct 2021   Swap   400,000   MMBtus   $ 2.508 (2)
Natural Gas   Nov 2021 – Dec 2021   Swap   580,000   MMBtus   $ 2.508 (2)
                         
Natural Gas   April 2021 – Nov 2021   Swap   70,000   MMBtus   $ 2.36 (2)
                             
Natural Gas   Dec 2021   Swap   350,000   MMBtus   $ 2.36 (2)
                         
Natural Gas   Jan 2022 – March 2022   Swap   780,000   MMBtus   $ 2.542 (2)
                         
Natural Gas   April 2022 – July 2022   Swap   650,000   MMBtus   $ 2.515 (2)
Natural Gas   Aug 2022 – Oct 2022   Swap   350,000   MMBtus   $ 2.515 (2)
                         
Natural Gas   Jan 2022 – March 2022   Swap   250,000   MMBtus   $ 3.149 (2)

______________________
(1) Based on West Texas Intermediate crude oil prices.
(2) Based on Henry Hub NYMEX natural gas prices.

In conjunction with the closing of the Mid-Con Acquisition in January 2021, we acquired the following additional derivative contracts via novation from Mid-Con:

Commodity   Period   Derivative   Volume/Month   Price/Unit
Oil   Jan 2021   Swap   20,883   Bbls   $ 55.78 (1)
Oil   Feb 2021   Swap   20,804   Bbls   $ 55.78 (1)
Oil   March 2021   Swap   20,725   Bbls   $ 55.78 (1)
Oil   April 2021   Swap   20,647   Bbls   $ 55.78 (1)
Oil   May 2021   Swap   20,563   Bbls   $ 55.78 (1)
Oil   June 2021   Swap   20,487   Bbls   $ 55.78 (1)
Oil   July 2021   Swap   20,412   Bbls   $ 55.78 (1)
Oil   Aug 2021   Swap   20,301   Bbls   $ 55.78 (1)
Oil   Sept 2021   Swap   20,228   Bbls   $ 55.78 (1)
Oil   Oct 2021   Swap   20,155   Bbls   $ 55.78 (1)
Oil   Nov 2021   Swap   20,084   Bbls   $ 55.78 (1)
Oil   Dec 2021   Swap   20,012   Bbls   $ 55.78 (1)
                             
Oil   Jan 2021   Collar   20,883   Bbls   $ 52.00 58.80 (1)
Oil   Feb 2021   Collar   20,804   Bbls   $ 52.00 58.80 (1)
Oil   March 2021   Collar   20,725   Bbls   $ 52.00 58.80 (1)
Oil   April 2021   Collar   20,647   Bbls   $ 52.00 58.80 (1)
Oil   May 2021   Collar   20,563   Bbls   $ 52.00 58.80 (1)
Oil   June 2021   Collar   20,487   Bbls   $ 52.00 58.80 (1)
Oil   July 2021   Collar   20,412   Bbls   $ 52.00 58.80 (1)
Oil   Aug 2021   Collar   20,301   Bbls   $ 52.00 58.80 (1)
Oil   Sept 2021   Collar   20,228   Bbls   $ 52.00 58.80 (1)
Oil   Oct 2021   Collar   20,155   Bbls   $ 52.00 58.80 (1)
Oil   Nov 2021   Collar   20,084   Bbls   $ 52.00 58.80 (1)
Oil   Dec 2021   Collar   20,012   Bbls   $ 52.00 58.80 (1)

__________________
(1) Based on West Texas Intermediate crude oil prices.

In the first quarter of 2021, we entered into the following additional derivative contracts:

Commodity   Period   Derivative   Volume/Month   Price/Unit
Oil   March 2021 – Oct 2021   Swap   25,000   Bbls   $ 54.77 (1)
Oil   Nov 2021 – Dec 2021   Swap   15,000   Bbls   $ 54.77 (1)
                         
Oil   March 2021   Swap   50,000   Bbls   $ 63.31 (1)
Oil   April 2021   Swap   50,000   Bbls   $ 63.13 (1)
Oil   May 2021   Swap   50,000   Bbls   $ 62.71 (1)
Oil   June 2021   Swap   50,000   Bbls   $ 62.17 (1)
Oil   July 2021   Swap   50,000   Bbls   $ 61.50 (1)
Oil   Aug 2021   Swap   50,000   Bbls   $ 60.94 (1)
Oil   Sep 2021   Swap   50,000   Bbls   $ 60.38 (1)
Oil   Oct 2021   Swap   50,000   Bbls   $ 59.89 (1)
Oil   Nov 2021   Swap   50,000   Bbls   $ 59.46 (1)
Oil   Dec 2021   Swap   50,000   Bbls   $ 59.01 (1)
                         
Oil   Jan 2022   Swap   60,000   Bbls   $ 52.94 (1)
Oil   Feb 2022   Swap   60,000   Bbls   $ 52.65 (1)
Oil   March 2022   Swap   60,000   Bbls   $ 52.29 (1)
Oil   April 2022   Swap   47,500   Bbls   $ 51.98 (1)
Oil   May 2022   Swap   45,000   Bbls   $ 51.71 (1)
Oil   June 2022   Swap   45,000   Bbls   $ 51.41 (1)
Oil   July 2022   Swap   45,000   Bbls   $ 51.13 (1)
Oil   Aug 2022   Swap   45,000   Bbls   $ 50.89 (1)
Oil   Sep 2022   Swap   45,000   Bbls   $ 50.65 (1)
Oil   Oct 2022   Swap   45,000   Bbls   $ 50.45 (1)
Oil   Nov 2022   Swap   55,000   Bbls   $ 50.26 (1)
Oil   Dec 2022   Swap   55,000   Bbls   $ 50.22 (1)
Oil   Jan 2023   Swap   57,500   Bbls   $ 49.81 (1)
Oil   Feb 2023   Swap   57,500   Bbls   $ 49.63 (1)
                             
Oil   Jan 2022   Swap   60,000   Bbls   $ 52.96 (1)
Oil   Feb 2022   Swap   60,000   Bbls   $ 52.66 (1)
Oil   March 2022   Swap   60,000   Bbls   $ 52.27 (1)
Oil   April 2022   Swap   47,500   Bbls   $ 51.96 (1)
Oil   May 2022   Swap   45,000   Bbls   $ 51.72 (1)
Oil   June 2022   Swap   45,000   Bbls   $ 51.42 (1)
Oil   July 2022   Swap   45,000   Bbls   $ 51.13 (1)
Oil   Aug 2022   Swap   45,000   Bbls   $ 50.90 (1)
Oil   Sep 2022   Swap   45,000   Bbls   $ 50.66 (1)
Oil   Oct 2022   Swap   45,000   Bbls   $ 50.47 (1)
Oil   Nov 2022   Swap   55,000   Bbls   $ 50.26 (1)
Oil   Dec 2022   Swap   55,000   Bbls   $ 50.01 (1)
Oil   Jan 2023   Swap   57,500   Bbls   $ 49.79 (1)
Oil   Feb 2023   Swap   57,500   Bbls   $ 49.62 (1)
                             
Natural Gas   March 2021   Swap   100,000   MMBtus   $ 2.96 (2)
Natural Gas   April 2021 – July 2021   Swap   350,000   MMBtus   $ 2.96 (2)
Natural Gas   Aug 2021 – Oct 2021   Swap   500,000   MMBtus   $ 2.96 (2)
Natural Gas   Nov 2021   Swap   450,000   MMBtus   $ 2.96 (2)
                             
Natural Gas   April 2022   Swap   175,000   MMBtus   $ 2.51 (2)
Natural Gas   May 2022 – July 2022   Swap   150,000   MMBtus   $ 2.51 (2)
Natural Gas   Aug 2022 – Oct 2022   Swap   400,000   MMBtus   $ 2.51 (2)
                             
Natural Gas   Nov 2022 – Feb 2023   Swap   750,000   MMBtus   $ 2.72 (2)

________________________
(1) Based on West Texas Intermediate crude oil prices.
(2) Based on Henry Hub NYMEX natural gas prices.






Selected Financial and Operating Data

The following table reflects certain comparative financial and operating data for the three and twelve months ended December 31, 2020 and 2019:

  Three Months Ended   Year ended
  December 31,    December 31, 
  2020   2019   %   2020   2019   %
Offshore Volumes Sold:                              
Oil and condensate (MBbls)   7     11   (36 )%     32     43   (26 )%
Natural gas (MMcf)   1,113     1,402   (21 )%     4,962     5,908   (16 )%
Natural gas liquids (MBbls)   39     46   (15 )%     127     210   (40 )%
Thousand barrels of oil equivalent (MBoe)   232     290   (20 )%     986     1,237   (20 )%
                               
Onshore Volumes Sold:                              
Oil and condensate (MBbls)   358     396   (10 )%     1,642     748   120 %
Natural gas (MMcf)   2,786     2,741   2 %     14,005     3,615   287 %
Natural gas liquids (MBbls)   267     301   (11 )%     1,135     402   182 %
Thousand barrels of oil equivalent (MBoe)   1,089     1,154   (6 )%     5,111     1,753   192 %
                               
Total Volumes Sold:                              
Oil and condensate (MBbls)   365     407   (10 )%     1,674     791   112 %
Natural gas (MMcf)   3,899     4,143   (6 )%     18,967     9,523   99 %
Natural gas liquids (MBbls)   306     347   (12 )%     1,262     612   106 %
Thousand barrels of oil equivalent (MBoe)   1,321     1,444   (9 )%     6,097     2,990   104 %
                               
Daily Sales Volumes:                              
Oil and condensate (MBbls)   4.0     4.4   (5 )%     4.6     2.2   113 %
Natural gas (MMcf)   42.4     45.0   (7 )%     51.8     26.1   99 %
Natural gas liquids (MBbls)   3.3     3.8   8 %     3.4     1.7   98 %
Thousand barrels of oil equivalent (MBoe)   14.4     15.7   (9 )%     16.7     8.2   100 %
                               
Average sales prices:                              
Oil and condensate (per Bbl) $ 39.30   $ 57.93   (32 )%   $ 37.31   $ 56.55   (34 )%
Natural gas (per Mcf) $ 2.22   $ 2.07   7 %   $ 1.65   $ 2.35   (30 )%
Natural gas liquids (per Bbl) $ 16.86   $ 14.50   16 %   $ 13.54   $ 15.39   (12 )%
Total (per Boe) $ 21.32   $ 25.75   (17 )%   $ 18.19   $ 25.59   (29 )%

  Three Months Ended   Year Ended
  December 31,    December 31, 
  2020     2019     %   2020     2019     %
Offshore Selected Costs ($ per Boe)                              
Operating expenses (1) $ 4.50     $ 5.22     (14 )%   $ 5.68     $ 5.13     11 %
Production and ad valorem taxes $ 0.47     $ 0.36     31 %   $ 0.38     $ 0.43     (12 )%
                               
Onshore Selected Costs ($ per Boe)                              
Operating expenses (1) $ 13.24     $ 11.67     13 %   $ 12.04     $ 13.26     (9 )%
Production and ad valorem taxes $ 1.37     $ 1.56     (12 )%   $ 1.04     $ 1.75     (41 )%
                               
Average Selected Costs ($ per Boe)                              
Operating expenses (1) $ 11.72     $ 10.38     13 %   $ 11.01     $ 9.91     11 %
Production and ad valorem taxes $ 1.22     $ 1.32     (8 )%   $ 0.94     $ 1.21     (22 )%
General and administrative expense (cash) $ 4.38     $ 6.54     (33 )%   $ 3.39     $ 7.55     (55 )%
Interest expense $ 0.45     $ 3.76     (88 )%   $ 0.82     $ 2.87     (71 )%
                               
Net Loss (thousands) $ (25,248 )   $ (138,379 )       $ (165,342 )   $ (159,796 )    
                               
Adjusted EBITDAX

(2)

(thousands)
$ 11,270     $ 12,270         $ 48,206     $ 23,859      
                               
Weighted Average Shares Outstanding (thousands)                              
Basic   155,480       105,215           137,522       54,136      
Diluted   155,480       105,215           137,522       54,136      

_____________________________
(1) Operating expense includes direct lease operating expenses, transportation and workover expenses.
(2) Adjusted EBITDAX is a non-GAAP financial measure. See below for reconciliation to net loss.

CONTANGO OIL & GAS COMPANY
CONDENSED CONSOLIDATED BALANCE SHEETS
(in thousands)

  December 31,    December 31, 
  2020   2019
ASSETS          
Cash and cash equivalents $ 1,383   $ 1,624
Accounts receivable, net   37,862     39,567
Current derivative asset   2,996     3,819
Other current assets   4,565     1,377
Net property and equipment   101,903     291,120
Non-current assets   21,558     16,319
           
TOTAL ASSETS $ 170,267   $ 353,826
           
LIABILITIES AND SHAREHOLDERS’ EQUITY          
Accounts payable and accrued liabilities   83,970     104,593
Other current liabilities   5,566     5,954
Long-term debt   12,369     72,768
Asset retirement obligations   2,624     49,662
Other non-current liabilities   50,171     4,809
Total shareholders’ equity   15,567     116,040
           
TOTAL LIABILITIES & SHAREHOLDERS’ EQUITY $ 170,267   $ 353,826

CONTANGO OIL & GAS COMPANY
CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands)

  Three Months Ended   Year Ended
  December 31,    December 31, 
  2020     2019     2020     2019  
                       
  (unaudited)
REVENUES                      
Oil and condensate sales $ 14,334     $ 23,579     $ 62,461     $ 44,705  
Natural gas sales   8,663       8,588       31,381       22,380  
Natural gas liquids sales   5,160       5,025       17,078       9,427  
Fee for service revenues   1,000             2,000        
Total revenues   29,157       37,192       112,920       76,512  
                       
EXPENSES                      
Operating expenses   17,071       16,884       72,847       33,205  
Exploration expenses   250       312       11,594       1,003  
Depreciation, depletion and amortization   5,901       16,204       30,032       39,807  
Impairment and abandonment of oil and gas properties   22,877       125,120       168,802       128,290  
General and administrative expenses   7,672       9,598       24,940       24,938  
Total expenses   53,771       168,118       308,215       227,243  
                       
OTHER INCOME (EXPENSE)                      
Gain from investment in affiliates, net of income taxes   40       893       27       742  
Gain (loss) from sale of assets   30       (83 )     4,501       518  
Interest expense   (601 )     (5,428 )     (5,022 )     (8,596 )
Gain (loss) on derivatives, net   (2,941 )     (4,425 )     27,585       (3,357 )
Other income   2,154       1,326       3,609       1,848  
Total other income (expense)   (1,318 )     (7,717 )     30,700       (8,845 )
                       
NET LOSS BEFORE INCOME TAXES   (25,932 )     (138,643 )     (164,595 )     (159,576 )
                       
Income tax provision (benefit)   684       264       (747 )     (220 )
                       
NET LOSS $ (25,248 )   $ (138,379 )   $ (165,342 )   $ (159,796 )






Non-GAAP Financial Measures

This news release includes certain non-GAAP financial information as defined by SEC rules. Pursuant to SEC requirements, reconciliations of non-GAAP financial measures to the most directly comparable financial measures calculated and presented in accordance with generally accepted accounting principles (GAAP) are included in this press release.

Adjusted EBITDAX represents net income (loss) before interest expense, taxes, depreciation, depletion and amortization, and oil and gas exploration expenses (“EBITDAX”) as further adjusted to reflect the items set forth in the table below and is a measure required to be used in determining our compliance with financial covenants under our credit facility. Recurring Adjusted EBITDAX represents Adjusted EBITDAX exclusive of non-recurring business combination and strategic advisory fees and legal judgments.

We have included Adjusted EBITDAX in this release to provide investors with a supplemental measure of our operating performance and information about the calculation of some of the financial covenants that are contained in our credit agreement. We believe Adjusted EBITDAX is an important supplemental measure of operating performance because it eliminates items that have less bearing on our operating performance and therefore highlights trends in our core business that may not otherwise be apparent when relying solely on GAAP financial measures. We also believe that securities analysts, investors and other interested parties frequently use Adjusted EBITDAX in the evaluation of companies, many of which present Adjusted EBITDAX when reporting their results. Adjusted EBITDAX is a material component of the covenants that are imposed on us by our credit agreement. We are subject to financial covenant ratios that are calculated by reference to Adjusted EBITDAX. Non-compliance with the financial covenants contained in our credit agreement could result in a default, an acceleration in the repayment of amounts outstanding and a termination of lending commitments. Our management and external users of our financial statements, such as investors, commercial banks, research analysts and others, also use Adjusted EBITDAX to assess:

  • the financial performance of our assets without regard to financing methods, capital structure or historical cost basis;
  • the ability of our assets to generate cash sufficient to pay interest costs and support our indebtedness;
  • our operating performance and return on capital as compared to those of other companies in our industry, without regard to financing or capital structure; and
  • the feasibility of acquisitions and capital expenditure projects and the overall rates of return on alternative investment opportunities.

The following table reconciles net loss to EBITDAX and Adjusted EBITDAX and Recurring Adjusted EBITDAX for the periods presented:

  Three Months Ended   Year Ended
  December 31,    December 31, 
  2020     2019     2020     2019  
                       
  (in thousands)
Net loss $ (25,248 )   $ (138,379 )   $ (165,342 )   $ (159,796 )
Interest expense   601       5,428       5,022       8,596  
Income tax provision (benefit)   (684 )     (264 )     747       220  
Depreciation, depletion and amortization   5,901       16,204       30,032       39,807  
Impairment of oil and gas properties   22,794       124,718       168,732       126,964  
Exploration expense   250       312       11,594       1,003  
EBITDAX $ 3,614     $ 8,019     $ 50,785     $ 16,794  
                       
Unrealized loss (gain) on derivative instruments $ 5,834     $ 4,905     $ (2,321 )   $ 5,973  
Non-cash stock-based compensation charges   1,892       158       4,270       2,352  
Loss (gain) on sale of assets and investment in affiliates   (70 )     (812 )     (4,528 )     (1,260 )
Adjusted EBITDAX $ 11,270     $ 12,270     $ 48,206     $ 23,859  
                       
Non-recurring business combination expenses and strategic fees $ 1,752     $ 2,347     $ 4,380     $ 4,177  
Non-recurring legal judgments   (806 )     2,839       (560 )     4,973  
Recurring Adjusted EBITDAX $ 12,216     $ 17,456     $ 52,026     $ 33,009  

In addition to Adjusted EBITDAX and Recurring Adjusted EBITDAX, we may provide additional non-GAAP financial measures, including Operating expenses exclusive of production and ad valorem taxes, Recurring G&A expenses and Recurring Cash G&A expenses, because our management believes providing investors with this information gives additional insights into our profitability, cash flows and expenses.

Adjusted EBITDAX, Recurring Adjusted EBITDAX and other non-GAAP measures in this release are not presentations made in accordance with generally accepted accounting principles, or GAAP. As discussed above, we believe that the presentation of non-GAAP financial measures in this release is appropriate. However, when evaluating our results, you should not consider the non-GAAP financial measures in isolation of, or as a substitute for, measures of our financial performance as determined in accordance with GAAP, such as net loss. For example, Adjusted EBITDAX has material limitations as a performance measure because it excludes items that are necessary elements of our costs and operations. Because other companies may calculate Adjusted EBITDAX differently than we do, Adjusted EBITDAX as presented in this release is not, comparable to similarly-titled measures reported by other companies.

PV 10

PV-10 at year-end is a non-GAAP financial measure and represents the present value, discounted at 10% per year, of estimated future cash inflows from proved oil and natural gas reserves, less future development and production costs using pricing assumptions in effect at the end of the period. PV-10 differs from Standardized Measure of Discounted Net Cash Flows because it does not include the effects of income taxes on future net revenues. Neither PV-10 nor Standardized Measure of Discounted Net Cash Flows represents an estimate of fair market value of our oil and natural gas properties. PV-10 is used by the industry and by our management as an arbitrary reserve asset value measure to compare against past reserve bases and the reserve bases of other business entities that are not dependent on the taxpaying status of the entity.

The following table provides a reconciliation of our Standardized Measure to PV-10 (in thousands):

  December 31,
  2020   2019
Standardized measure of discounted future net cash flows $ 115,587   $ 257,842
Future income taxes, discounted at 10%   10,789     28,711
Pre-tax net present value, discounted at 10% $ 126,376   $ 286,553






Guidance for the First Quarter 2021

Production sales 19,000 – 21,000 Boe per day
   
LOE (including transportation and workovers) $22.0 million – $25.0 million
   
Recurring Cash G&A (non-GAAP) $6.0 million – $7.0 million
   

The first quarter guidance includes properties acquired in the Mid-Con Acquisition and Silvertip Acquisition, prorated from the closing dates of January 21, 2021 and February 1, 2021, respectively.

We do not provide a reconciliation of Recurring Cash G&A expense guidance to the corresponding GAAP measure because we are unable to predict with reasonable certainty the non-cash stock based compensation expense and non-recurring expenses associated with our strategic initiatives without unreasonable effort. These items are uncertain and depend on various factors and are not expected to be material to the results computed in accordance with GAAP.


Teleconference Call

Contango management will hold a conference call to discuss the information described in this press release on Wednesday, March 10, 2021 at 8:00 am Central Standard Time. A brief presentation related to certain items to be discussed on the call will be posted to the Company’s website at ir.contango.com prior to the call. Those interested in participating in the earnings conference call may do so by clicking here to join and entering your information to be connected. The link becomes active 15 minutes prior to the scheduled start time, and the conference will call you. If you are not at a computer, you can join by dialing +1 (323)-347-3622 (International 800-309-1256) and entering participation code 898661. A replay of the call will be available Thursday, March 11, 2021 through Thursday, March 18, 2021 by clicking here.


About Contango Oil & Gas Company

Contango Oil & Gas Company is a Fort Worth, Texas based, independent oil and natural gas company whose business is to maximize production and cash flow from its offshore properties in the shallow waters of the Gulf of Mexico and onshore properties primarily located in Oklahoma, Texas, Wyoming and Louisiana and, when determined appropriate, to use that cash flow to explore, develop, and increase production from its existing properties, to acquire additional PDP-heavy crude oil and natural gas properties or to pay down debt. Additional information is available on the Company’s website at http://contango.com. Information on our website is not part of this release.

Forward-Looking Statements and Cautionary Statements

This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, and Section 21E of the Securities Exchange Act of 1934, as amended. These statements are based on Contango’s current expectations and include statements regarding our estimates of future production and other guidance (including information regarding production, lease operating expenses, cash G&A expenses, and DD&A Rate), the Company’s integration of and future plans for its recently closed Mid-Con Acquisition and Silvertip Acquisition, the Company’s drilling program and capital expenditures and the potential success related to those expenditures, our liquidity and access to capital, expected reduction in overall drilling costs, lease operating cost and G&A costs, the potential impact of the COVID-19 pandemic including reduced demand for oil and natural gas, the low and volatile commodity price environment, the Company’s new fee for services platform, the impact of our derivative instruments, the accuracy of our projections of future production, future results of operations, ability to identify and complete acquisitions, ability to realize expected benefits of acquisitions the quality and nature of the asset base, the assumptions upon which estimates are based and other expectations, beliefs, plans, objectives, assumptions, strategies or statements about future events or performance. Words and phrases used to identify our forward-looking statements include terms such as “guidance”, “expects”, “projects”, “anticipates”, “believes”, “plans”, “estimates”, “potential”, “possible”, “probable”, “intends”, “forecasts”, “view”, “efforts”, “goal”, “positions” or words and phrases stating that certain actions, events or results “may”, “will”, “should”, or “could” be taken, occur or be achieved. Statements concerning oil and gas reserves also may be deemed to be forward-looking statements in that they reflect estimates based on certain assumptions that the resources involved can be economically exploited. Forward-looking statements are based on current expectations, estimates and projections that involve a number of risks and uncertainties, which could cause actual results to differ materially from those reflected in the statements. These risks include, but are not limited to: the risks of the oil and gas industry (for example, operational risks in exploring for, developing and producing crude oil and natural gas; risks and uncertainties involving geology of oil and gas deposits; the uncertainty of reserve estimates; the uncertainty of estimates and projections relating to future production, costs and expenses; potential delays or changes in plans with respect to exploration or development projects or capital expenditures; health, safety and environmental risks and risks related to weather such as hurricanes and other natural disasters); risks related to our recent Silvertip Acquisition and Mid-Con Acquisition, including the risk that the anticipated benefits from those acquisitions may not be fully realized or may take longer to realize than expected, and that management attention will be diverted to integration-related issues; risks related to the impact of the climate change initiative by President Biden’s administration and Congress, including, as an example, the January 2021 executive order imposing a moratorium on new oil and natural gas leasing on federal lands and offshore waters pending completion of a comprehensive review and reconsideration of federal oil and natural gas permitting and leasing practices; uncertainties as to the availability and cost of financing; our relationships with lenders; our ability to comply with financial covenants in our debt instruments, repay indebtedness and access new sources of indebtedness and/or provide additional liquidity for future capital expenditures; any reduction in our borrowing base and our ability to avoid or repay excess borrowings as a result of such reduction; our ability to execute on our strategy, including execution of acquisitions, any changes in our strategy or our fee for service platform; fluctuations in or sustained low commodity prices; availability and effect of storage of production; expected benefits of and risks associated with derivative positions; our ability to realize cost savings; our ability to execute on and realize expected value from acquisitions and to complete strategic dispositions of assets and realize the benefits of such dispositions; the need to take impairments on properties due to lower commodity prices; the limited trading volume of our common stock and general trading market volatility; outbreaks and pandemics, even outside our areas of operation, including COVID-19; the impact of the COVID-19 pandemic, including reduced demand for oil and natural gas, economic slowdown, governmental and societal actions taken in response to the COVID-19 pandemic, stay-at-home orders and interruptions to our operations; the ability of our management team to execute its plans or to meet its goals; shortages of drilling equipment, oil field personnel and services; unavailability of gathering systems, pipelines and processing facilities; the possibility that government policies may change or governmental approvals may be delayed or withheld; and the other factors discussed in our reports filed or furnished with the SEC, including under the “Risk Factors” heading in our annual report on Form 10-K for the year ended December 31, 2020 and our quarterly reports on Form 10-Q filed with the SEC. Additional information on these and other factors, many of which may be unknown or unpredictable at this time, which could affect Contango’s operations or financial results are included in Contango’s reports on file with the SEC. Investors are cautioned that any forward-looking statements are not guarantees of future performance and actual results or developments may differ materially from the projections in the forward-looking statements. Forward-looking statements speak only as of the date they were made and are based on the estimates and opinions of management at the time the statements are made. Contango does not assume any obligation to update forward-looking statements should circumstances or management’s estimates or opinions change, except as required by law. Initial production rates are subject to decline over time and should not be regarded as reflective of sustained production levels. Initial production rates of wells and initial indications of formation performance or the benefits of any transaction are not necessarily indicative of future or long-term results. Reserves and PV-10 are not necessarily representative of future cash flows and production.

 
Contact:
Contango Oil & Gas Company
E. Joseph Grady – 713-236-7400
Senior Vice President and Chief Financial and Accounting Officer



GreenSky, Inc. Reports Fourth Quarter and Fiscal Year 2020 Financial Results

GreenSky, Inc. Reports Fourth Quarter and Fiscal Year 2020 Financial Results

Full Year Transaction Volume of $5.5 Billion;

Net Income of $28.7 Million; Diluted EPS of $0.14;

Adjusted EBITDA of $105.9 Million

Fourth Quarter Net Income of $23.4 Million; Diluted EPS of $0.11

ATLANTA–(BUSINESS WIRE)–
GreenSky, Inc. (NASDAQ: GSKY), a leading financial technology company Powering Commerce at the Point of Sale®, reported financial results today for the fourth quarter and fiscal year ended December 31, 2020.

“The momentum witnessed at the end of last year has continued into 2021 and we are optimistic with respect to transaction volume growth and lower costs in the upcoming year,” said David Zalik, GreenSky Chairman and CEO. “Despite a challenging year, we reported 2020 revenue in line with our 2019 results, and I am extremely proud of the dedication and commitment of our associates who delivered annual transaction volume in excess of $5.5 billion. Looking ahead, I am encouraged by the improving consumer credit trends being observed, and I am cautiously optimistic that 2021 performance will likely be better than initially estimated. GreenSky is poised to deliver transaction volume growth in excess of 15% this year and we continue to make solid progress on strategic initiatives outside of our core home improvement business and expect to see the results of those strategies over the coming months.”

“During the last four months of the year, GreenSky secured over $1 billion in new funding, demonstrating the successful roll-out of our diversified funding model,” said Andrew Kang, Chief Financial Officer. “We set a goal to gain access to new sources of liquidity, and we now have a proven track record of asset sales to both institutional investors and banks. I am very excited to also announce that earlier this month, we executed a $1 billion forward flow sale agreement with a leading life insurance company that will further support our transaction volume growth into 2022. As market pricing has improved and restored to pre-pandemic levels, the economics of our recent sales and forward flow agreement are now consistent with GreenSky’s historical cost of funds, in contrast to our initial sale in 2020. With tailwinds in funding and optimism regarding credit performance, we are raising our 2021 net income and Adjusted EBITDA guidance.”

Fourth Quarter and Fiscal Year 2020 Financial Highlights:

  • Transaction Volume: Transaction volume in the fourth quarter of 2020 was $1.3 billion compared to $1.5 billion in the fourth quarter of 2019. The change in year-over-year volumes continued to be largely driven by the COVID-19 impact on our elective healthcare business, and ongoing supply chain issues that shifted home improvement volumes from the fourth quarter of 2020 into 2021. In addition, our average ticket size in 2020 increased more than 10% from prior year.
  • Transaction Fee Rate: The average transaction fee rate for the fourth quarter of 2020 was 7.2%, an increase of 40 basis points from 6.8% in the fourth quarter of 2019. For 2020, the average transaction fee rate was 7.1% compared to 6.8% in 2019, reflecting continued demand for certain products offered by our merchants and consumer preferences for promotional financing.
  • Revenue: Fourth quarter revenue was $128.8 million compared to $135.9 million in the fourth quarter of 2019. Total revenue for the year ended December 31, 2020 was $525.6 million compared to $532.6 million during the year ended December 31, 2019.
    • Transaction fee revenue was $93.9 million in the fourth quarter of fiscal 2020 compared to $100.7 million in the fourth quarter of 2019, and $393.1 million for the year compared to $405.9 million in 2019, as the impact of the halt in elective medical procedures during 2020 was partially offset by an improvement in the transaction fee rate.
    • Total servicing revenue for the quarter and full year 2020 reflect an increase in servicing fees earned on GreenSky’s $9.5 billion servicing portfolio and by a lower contribution from changes in the fair value of our servicing assets.

      • In the fourth quarter, our servicing fees were consistent with the same quarter in 2019. For the year, our servicing fees increased by $21.9 million driven by an increase in the average servicing fee and the increase in the size of the portfolio.
      • Our servicing revenues from changes in the fair value of our servicing asset contributed $0.4 million to revenues in the fourth quarter of 2020, compared to $5.1 million in the fourth quarter of 2019. For the full year 2020, the fair value change of our servicing assets contributed $0.3 million in servicing revenues compared to $30.5 million in 2019.
    • Interest and other revenue increased to $6.6 million for the quarter and to $17.1 million for the full year, up from $2.1 million and $3.0 million, respectively, primarily due to increased interest income earned on loan receivables held for sale in our warehouse facility.
  • Cost of Revenue: Fourth quarter cost of revenue was $78.5 million, compared to $69.8 million in the fourth quarter of 2019. Full year 2020 cost of revenue was $307.9 million compared to $249.9 million in 2019.
    • We incurred $29.7 million in loan sales costs in the fourth quarter of 2020, which were offset by a $12.6 million reduction in bank waterfall costs (the fair value of the FCR liability) in cost of revenue, and $7.6 million reduction of the non-cash mark-to-market expense related to sales facilitation obligations in the fourth quarter of 2020.
    • For the year, we had $72.4 million in loan sales costs and $10.7 million non-cash mark-to-market expense related to sales facilitation obligations, offset by a $23.4 million decrease in bank waterfall costs (reflected in the fair value of the FCR liability).
    • Loan sales in 2020 provided an important diversification to our funding in the second half of the year while maintaining our targeted level of lifetime profitability for these transaction volumes.
  • Net Income and Diluted Earnings per Share: For the fourth quarter of 2020, the Company recognized net income of $23.4 million compared to net income of $5.3 million for the same period in 2019, which resulted in a diluted earnings per share of $0.11, compared to diluted earnings per share of $0.03 in the fourth quarter of 2019. For the year ended December 31, 2020, the Company recognized net income of $28.7 million compared to net income of $96.0 million for the same period in 2019, which resulted in a diluted earnings per share of $0.14, compared to diluted earnings per share of $0.49 for the year ended December 31, 2019.
  • Adjusted EBITDA(1): Fourth quarter 2020 Adjusted EBITDA was $10.2 million compared to $23.7 million in the fourth quarter 2019. For fiscal year 2020, Adjusted EBITDA increased by 1% to $105.9 million from $105.0 million in 2019. Adjusted EBITDA margin in the fourth quarter of 2020 was 8% compared to Adjusted EBITDA of 17% in the fourth quarter of 2019. Fiscal year 2020 and 2019 Adjusted EBITDA margin were both 20%.

(1)

Adjusted EBITDA is a non-GAAP measure. Refer to “Non-GAAP Financial Measures” for important additional information.

Business Update:

  • Merchants. For the full year 2020, we added more exclusive relationships with merchants who are expected to generate $10 million or more in annual transaction volumes than in any prior year. Importantly, we recently renewed our agreement with our largest single merchant, The Home Depot.
  • Funding Diversification. During the fourth quarter, GreenSky executed asset sales of approximately $685 million, and increased the Company’s committed warehouse funding to $555 million. Subsequent to year-end, the Company closed a $1 billion, 1 year forward flow agreement and executed an incremental upfront asset sale of approximately $135 million with a leading life insurance company.
  • Credit quality. Our consumer credit profile in the fourth quarter and full year 2020 continues to be very high quality. For loans originated on our platform during 2020, the weighted average FICO credit score was 780. Consumers with FICO scores over 700 comprised over 88% of the loan servicing portfolio as of December 31, 2020.
    • The 30-day delinquency rate as of December 31, 2020 was 0.99%, an improvement of 39 basis points over December 31, 2019, and an improvement of 5 basis points compared to the third quarter of 2020.
    • The balances of loans in COVID-19 payment deferral status represented approximately 0.8% of the total loans serviced by our platform as of December 31, 2020.

2021 Guidance:

  • GreenSky’s updated 2021 guidance is as follows:

    • Transaction volumes of $6.2 to $6.5 billion;
    • Revenues of approximately $584 million;
    • Net Income of +/-$0;
    • Adjusted EBITDA of $45 to $55 million; and
    • Adjusted EBITDA Margin of 8% to 10%.

Conference Call and Webcast:

As previously announced, the Company’s management will host a conference call today to discuss fourth quarter and full year 2020 results at 9:00 a.m. EST. A live webcast of the conference call, together with a slide presentation that includes supplemental financial information and reconciliations of certain non-GAAP measures to their most directly comparable GAAP measures, will be accessible through the Company’s Investor Relations website at http://investors.greensky.com. A replay of the webcast will be available within two hours of the completion of the call and will be archived at the same location for one year.

About GreenSky, Inc.

GreenSky, Inc. (NASDAQ: GSKY), headquartered in Atlanta, is a leading technology company Powering Commerce at the Point of Sale® for a growing ecosystem of merchants, consumers and banks. Our highly scalable, proprietary and patented technology platform enables merchants to offer frictionless promotional payment options to consumers, driving increased sales volume and accelerated cash flow. Banks leverage our technology to provide loans to super-prime and prime consumers nationwide. We currently service a $9.5 billion loan portfolio, and since our inception, over 3.7 million consumers have financed approximately $28 billion of commerce using our paperless, real time “apply and buy” technology. For more information, visit https://www.greensky.com.

Forward-Looking Statements

This press release contains forward-looking statements that reflect the Company’s current views with respect to, among other things, its operations; its financial performance; transaction volume; costs; 2021 performance and financial guidance; the impact of COVID-19; post-COVID-19 recovery of the elective healthcare business and the elective healthcare industry; and strategic initiatives in new industry verticals. You generally can identify these statements by the use of words such as “outlook,” “potential,” “continue,” “may,” “seek,” “approximately,” “predict,” “believe,” “expect,” “plan,” “intend,” “estimate” or “anticipate” and similar expressions or the negative versions of these words or comparable words, as well as future or conditional verbs such as “will,” “should,” “would,” “likely” and “could.” These statements are subject to certain risks and uncertainties that could cause actual results to differ materially from those included in the forward-looking statements. These risks and uncertainties include those risks described in GreenSky’s filings with the Securities and Exchange Commission and include, but are not limited to, risks related to the extent and duration of the COVID-19 pandemic and its impact on the Company, its bank partners and merchants, GreenSky program borrowers, loan demand (including, in particular, for elective healthcare procedures), the capital markets (including the Company’s ability to obtain additional funding or facilitate additional whole loan or loan participation sales) and the economy in general; the Company’s ability to retain existing, and attract new, merchants and bank partners or other funding sources, including the risk that one or more bank partners do not renew their funding commitments or reduce existing commitments; its future financial performance, including trends in revenue, cost of revenue, gross profit or gross margin, operating expenses, and free cash flow; changes in market interest rates; increases in loan delinquencies; its ability to operate successfully in a highly regulated industry; the outcome of litigation and regulatory matters; the effect of management changes; cyberattacks and security vulnerabilities in its products and services; and the Company’s ability to compete successfully in highly competitive markets. The forward-looking statements speak only as of the date on which they are made, and, except to the extent required by federal securities laws, GreenSky disclaims any obligation to update any forward-looking statement to reflect events or circumstances after the date on which the statement is made or to reflect the occurrence of unanticipated events. In light of these risks and uncertainties, there is no assurance that the events or results suggested by the forward-looking statements will in fact occur, and you should not place undue reliance on these forward-looking statements.

Non-GAAP Financial Measures

This press release presents information about the Company’s Adjusted EBITDA and Adjusted EBITDA Margin, which are non-GAAP financial measures provided as supplements to the results provided in accordance with accounting principles generally accepted in the United States of America (“GAAP”). We believe that Adjusted EBITDA and Adjusted EBITDA Margin are key financial indicators of our business performance over the long term and provide useful information regarding whether cash provided by operating activities is sufficient to maintain and grow our business. We believe that this methodology for determining Adjusted EBITDA and Adjusted EBITDA Margin can provide useful supplemental information to help investors better understand the economics of our platform.

We are presenting these non-GAAP measures to assist investors in evaluating our financial performance and because we believe that these measures provide an additional tool for investors to use in comparing our core financial performance over multiple periods with other companies in our industry.

These non-GAAP measures are presented for supplemental informational purposes only. These non-GAAP measures have limitations as analytical tools and should not be considered in isolation from, or as a substitute for, the analysis of other GAAP financial measures, such as net income. The non-GAAP measures GreenSky uses may differ from the non-GAAP measures used by other companies. A reconciliation of these non-GAAP financial measures to the most directly comparable GAAP financial measure is provided below for each of the fiscal periods indicated.

(tables follow)

 

GreenSky, Inc.

Consolidated Balance Sheets

(United States Dollars in thousands, except share data)

 

 

December 31,

 

2020

2019

Assets

 

 

Cash and cash equivalents

$

147,775

 

$

195,760

 

Restricted cash

319,879

 

250,081

 

Loan receivables held for sale, net

571,415

 

51,926

 

Accounts receivable, net

21,958

 

19,493

 

Property, equipment and software, net

21,452

 

18,309

 

Deferred tax assets, net

387,951

 

364,841

 

Other assets

52,643

 

50,638

 

Total assets

$

1,523,073

 

$

951,048

 

 

 

 

Liabilities and Equity (Deficit)

 

 

Liabilities

 

 

Accounts payable

$

15,418

 

$

11,912

 

Accrued compensation and benefits

13,666

 

10,734

 

Other accrued expenses

5,207

 

3,244

 

Finance charge reversal liability

185,134

 

206,035

 

Term loan

452,806

 

384,497

 

Warehouse facility

502,830

 

 

Tax receivable agreement liability

310,425

 

311,670

 

Financial guarantee liability

131,894

 

16,698

 

Other liabilities

81,169

 

61,201

 

Total liabilities

1,698,549

 

1,005,991

 

 

 

 

Commitments, Contingencies and Guarantees

 

 

 

 

 

Equity (Deficit)

 

 

Class A common stock, par value $0.01 and 91,317,225 shares issued and 76,734,106 shares outstanding at December 31, 2020 and 80,089,739 shares issued and 66,424,838 shares outstanding at December 31, 2019

912

 

800

 

Class B common stock, par value $0.001 and 106,165,105 and 113,517,198 shares issued and outstanding at December 31, 2020 and 2019, respectively

107

 

114

 

Additional paid-in capital

110,938

 

115,782

 

Retained earnings

33,751

 

56,109

 

Treasury stock

(147,360

)

(146,234

)

Accumulated other comprehensive income (loss)

(4,340

)

(756

)

Noncontrolling interest

(169,484

)

(80,758

)

Total equity (deficit)

(175,476

)

(54,943

)

Total liabilities and equity (deficit)

$

1,523,073

 

$

951,048

 

 

GreenSky, Inc.

Consolidated Statements of Operations

(United States Dollars in thousands, except per share data)

 

 

Three Months Ended

December 31,

Year Ended

December 31,

2020

2019

2020

2019

 

(unaudited)

 

 

Revenue

 

 

 

 

Transaction fees

$

93,938

 

$

100,710

 

$

393,137

 

$

405,905

 

Servicing

28,245

 

33,119

 

115,455

 

123,696

 

Interest and other

6,624

 

2,114

 

17,057

 

3,021

 

Total revenue

128,807

 

135,943

 

525,649

 

532,622

 

Costs and expenses

 

 

 

 

Cost of revenue (exclusive of depreciation and amortization shown separately below)

78,506

 

69,779

 

307,948

 

249,878

 

Compensation and benefits

21,891

 

22,161

 

88,049

 

84,052

 

Property, office and technology

4,374

 

4,023

 

16,616

 

16,671

 

Depreciation and amortization

3,150

 

2,187

 

11,330

 

7,304

 

Sales, general and administrative

12,408

 

10,507

 

42,476

 

33,350

 

Financial guarantee

(23,402

)

16,664

 

4,952

 

20,699

 

Related party

434

 

617

 

1,738

 

2,412

 

Total costs and expenses

97,361

 

125,938

 

473,109

 

414,366

 

Operating profit

31,446

 

10,005

 

52,540

 

118,256

 

Other income (expense), net

 

 

 

 

Interest and dividend income

142

 

590

 

1,167

 

3,080

 

Interest expense

(6,735

)

(5,660

)

(25,024

)

(23,860

)

Other gains (losses), net

(640

)

(3,228

)

1,576

 

(8,628

)

Total other income (expense), net

(7,233

)

(8,298

)

(22,281

)

(29,408

)

Income before income tax expense (benefit)

24,213

 

1,707

 

30,259

 

88,848

 

Income tax expense (benefit)

798

 

(3,597

)

1,597

 

(7,125

)

Net income

$

23,415

 

$

5,304

 

$

28,662

 

$

95,973

 

Less: Net income attributable to noncontrolling interests

15,210

 

3,265

 

18,697

 

63,993

 

Net income attributable to GreenSky, Inc.

$

8,205

 

$

2,039

 

$

9,965

 

$

31,980

 

 

 

 

 

 

Earnings per share of Class A common stock:

 

 

 

 

Basic

$

0.11

 

$

0.03

 

$

0.15

 

$

0.52

 

Diluted

$

0.11

 

$

0.03

 

$

0.14

 

$

0.49

 

 

GreenSky, Inc.

Consolidated Statements of Cash Flows

(United States Dollars in thousands)

 

 

Year Ended December 31,

2020

2019

Cash flows from operating activities

 

 

Net income

$

28,662

 

$

95,973

 

Adjustments to reconcile net income to net cash provided by operating activities:

 

 

Depreciation and amortization

11,330

 

7,304

 

Share-based compensation expense

14,907

 

13,754

 

Equity-based payments to non-employees

16

 

15

 

Fair value change in servicing assets and liabilities

(2,157

)

(29,679

)

Operating lease liability payments

(478

)

(394

)

Financial guarantee losses (gains)

(2,816

)

16,072

 

Amortization of debt related costs

2,549

 

1,675

 

Original issuance discount on term loan payment

(57

)

(42

)

Income tax expense (benefit)

1,597

 

(7,125

)

Loss on remeasurement of tax receivable agreement liability

1,386

 

9,790

 

Impairment losses

188

 

 

Mark to market on loan receivables held for sale

6,342

 

 

Changes in assets and liabilities:

 

 

(Increase) decrease in loan receivables held for sale

(525,831

)

(49,050

)

(Increase) decrease in accounts receivable

(2,465

)

(4,049

)

(Increase) decrease in other assets

(5,295

)

(448

)

Increase (decrease) in accounts payable

3,506

 

6,860

 

Increase (decrease) in finance charge reversal liability

(20,901

)

67,446

 

Increase (decrease) in guarantee liability

(7,768

)

 

Increase (decrease) in other liabilities

29,184

 

25,225

 

Net cash provided by/(used in) operating activities

$

(468,101

)

$

153,327

 

Cash flows from investing activities

 

 

Purchases of property, equipment and software

$

(14,567

)

$

(15,381

)

Net cash used in investing activities

$

(14,567

)

$

(15,381

)

Cash flows from financing activities

 

 

Proceeds from term loan

$

70,494

 

$

 

Repayments of term loan

(4,318

)

(3,958

)

Proceeds from Warehouse Facility

852,060

 

 

Repayments of Warehouse Facility

(349,230

)

 

Class A common stock repurchases

 

(104,272

)

Member distributions

(51,041

)

(23,468

)

Proceeds from option exercises after Reorganization Transactions

470

 

307

 

Payment of option exercise taxes after Reorganization Transactions

(1,199

)

(12,351

)

Payment of taxes on Class B common stock exchanges

 

(2,198

)

Payments under tax receivable agreement

(12,755

)

(4,664

)

Net cash provided by/(used in) financing activities

$

504,481

 

$

(150,604

)

Net increase (decrease) in cash and cash equivalents and restricted cash

21,813

 

(12,658

)

Cash and cash equivalents and restricted cash at beginning of period

445,841

 

458,499

 

Cash and cash equivalents and restricted cash at end of period

$

467,654

 

$

445,841

 

 

 

 

Supplemental cash flow information

 

 

Interest paid

$

27,612

 

$

22,429

 

Income taxes paid

$

13

 

$

11

 

Supplemental non-cash investing and financing activities

 

 

Capitalized software accrued but not paid

$

395

 

$

 

Distributions accrued but not paid

$

3,136

 

$

5,978

 

 

Reconciliation of Adjusted EBITDA

(United States Dollars in thousands)

 

 

Three Months Ended

December 31,

 

Year Ended

December 31,

 

2020

 

2019

 

2020

 

2019

Net income

$

23,415

 

 

$

5,304

 

 

$

28,662

 

 

$

95,973

 

Interest expense(1)

6,735

 

 

5,660

 

 

25,024

 

 

23,860

 

Tax expense (benefit)

798

 

 

(3,597

)

 

1,597

 

 

(7,125

)

Depreciation and amortization

3,150

 

 

2,187

 

 

11,330

 

 

7,304

 

Equity-based compensation expense(2)

3,605

 

 

4,045

 

 

14,923

 

 

13,769

 

Financial guarantee liability – Non-renewal of Bank Partner(3)

 

 

16,215

 

 

 

 

16,215

 

Financial guarantee liability – Escrow(4)

(26,274

)

 

(205

)

 

 

 

(241

)

Servicing asset and liability changes(5)

(787

)

 

(4,870

)

 

(2,157

)

 

(29,679

)

Mark-to-market on sales facilitation obligations(6)

(7,607

)

 

 

 

10,655

 

 

 

Discontinued charged-off receivables program(7)

 

 

(6,487

)

 

 

 

(29,190

)

Transaction and non-recurring expenses(8)

7,193

 

 

5,477

 

 

15,818

 

 

14,149

 

Adjusted EBITDA

$

10,228

 

 

$

23,729

 

 

$

105,852

 

 

$

105,035

 

Adjusted EBITDA margin

8

%

 

17

%

 

20

%

 

20

%

(1)

Interest expense on the Warehouse Facility and interest income on the loan receivables held for sale are not included in the adjustment above as amounts are components of cost of revenue and revenue, respectively.

(2)

See Note 12 to the Notes to Consolidated Financial Statements included in Item 8 for additional discussion of share-based compensation.

(3)

Includes losses recorded in the fourth quarter of 2019 associated with the financial guarantee arrangement for a Bank Partner that did not renew its loan origination agreement when it expired in November 2019. See Note 14 to the Notes to Consolidated Financial Statements included in Item 8 for additional discussion of financial guarantee arrangements.

(4)

Includes non-cash charges related to our financial guarantee arrangements with our ongoing Bank Partners, which are primarily a function of new loans facilitated on our platform during the period increasing the contractual escrow balance and the associated financial guarantee liability. In the fourth quarter of 2020, due to expectations that some of these financial guarantees may require cash settlement, the Company discontinued adjusting EBITDA for financial guarantees and recognized a cumulative adjustment to reverse all previous amounts adjusted in 2020.

(5)

Includes the non-cash changes in the fair value of servicing assets and liabilities related to our servicing arrangements with Bank Partners and other contractual arrangements. 2019 and 2018 amounts have been updated to be consistent with the Company’s 2020 presentation in accordance with our Non-GAAP policy. See Note 3 to the Notes to Consolidated Financial Statements included in Item 8 for additional discussion of servicing assets and liabilities.

(6)

Mark-to-market on sales facilitation obligations reflects changes in the fair value in the embedded derivative for sales facilitation obligations. The changes in fair value are recognized as a mark-to-market expense in cost of revenue for the period. See Note 3 to the Notes to Consolidated Financial Statements included in Item 8 for additional discussion.

(7)

Includes the amounts related to the now discontinued program of transferring our rights to charged-off receivables to third parties. 2019 and 2018 amounts have been updated to be consistent with the Company’s 2020 presentation in accordance with our Non-GAAP policy.

(8)

For the years ended December 31, 2020 and 2019, includes (i) legal fees associated with IPO litigation and regulatory matter, (ii) professional fees associated with our strategic alternatives review process, and (iii) loss on remeasurement of our tax receivable agreement liability. The year ended December 31, 2020 also includes increased costs resulting from the COVID-19 pandemic.

 

Reconciliation of Forecasted 2021 Adjusted EBITDA

(United States Dollars in millions)

 

 

Year Ended

December 31, 2021

Net income

$

0

 

Interest expense(1)

25

 

Tax expense (benefit)

1

 

Depreciation and amortization

13

 

Equity-based compensation expense(2)

17

 

Servicing asset and liability changes(3)

(10

)

Mark-to-market on sales facilitation obligations(4)

4

 

Adjusted EBITDA

$

50

 

Adjusted EBITDA margin

9

%

(1)

Interest expense on the SPV Facility and its related loans receivables held for sale are excluded from the adjustment above as such amounts are a component of cost of revenue in our on-going business.

(2)

Includes equity-based compensation to employees and directors, as well as equity-based payments to non-employees.

(3)

Includes the non-cash changes in the fair value of servicing assets and servicing liabilities related to our servicing assets associated with Bank Partner agreements and other contractual arrangements.

(4)

Mark-to-market on sales facilitation obligations reflects changes in the fair value in the embedded derivative for sales facilitation obligations. The balance of these obligations after December 31, 2021 is expected to be relatively consistent over the remaining forecasted periods presented. The changes in fair value are recognized as a mark-to-market expense in cost of revenue for the period.

 

Tom Morabito

470.284.7013

[email protected]

KEYWORDS: Georgia United States North America

INDUSTRY KEYWORDS: Software Networks Finance Banking Data Management Professional Services Technology Security

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Grapefruit USA, Inc. Accepts Outside Director’s Resignation

LOS ANGELES/DESERT HOT SPRINGS, Calif., March 10, 2021 (GLOBE NEWSWIRE) — via InvestorWire – Grapefruit USA, Inc. (OTCQB: GPFT) (“Grapefruit” or the “Company”), a premiere, fully licensed California-based cannabis company, announces the resignation of John M. Hollister. Mr. Hollister served as the Company’s CEO prior to its reverse acquisition by Grapefruit Boulevard Investments, Inc. and its transition from a developer of 3D imaging to fully licensed manufacturer and distributor of cannabis products, including its patented, disruptive Hourglass™ time release THC/Cannabinoid delivery cream. Mr. Hollister’s resignation was triggered in part by California’s diversity requirements for boards of directors.

Mr. Hollister’s departure marks the end of any involvement of the 3D management team in the affairs of the Company. Mr. Hollister’s failure after two years to obtain the financing required for the Company to effectuate the March 22, 2019, Assets and Operations Divestiture Agreement by and between the Company and previous management left the Company with no choice but to abandon that plan, under the terms of which members of prior management would have formed a new company through which to operate the imaging business. In November 2020, current management took steps to secure the patent underlying the 3D imaging technology to the Company and, on Nov. 19, 2020, US Patent #7317819B2 was assigned to the Company. It remains in active status, and its adjusted expiration date is Aug. 28, 2024. Having thusly secured the patent to the Company, current management is exploring all possible avenues to maximize the value of the patented technology to the benefit of the Company and its shareholders.

Bradley J. Yourist, Grapefruit CEO, commented, “We are pleased that the previous chapter of the Imaging3/Grapefruit saga has come to an amicable conclusion. While we, of course, will devote the vast majority of our time and energy to our rapidly growing cannabis businesses and to rapidly ushering in the Hourglass era, we intend to take all prudent efforts to maximize the value of our patented 3D imaging technology, whether by sale, development, spinoff or other available methods. With the departure of Mr. Hollister, we intend to immediately commence efforts to populate our board with high-caliber experts who have proven track records in cannabis, public company governance and capital formation.”

To learn more about Grapefruit, please visit InvestorBrandNetwork:
https://www.investorbrandnetwork.com/clients/grapefruit-usa-inc/

To learn more about Grapefruit’s new sustained-release Hourglass™ THC + Cannabinoid Topical Delivery Cream, please watch this promotional video https://www.youtube.com/watch?v=6cU9MJMgH1w&feature=youtu.be and visit our website at:
https://grapefruitblvd.com/hourglass/

For investor information, please visit our website at:
https://grapefruitblvd.com/investor-relations/

Follow us on Facebook, Instagram, LinkedIn and Twitter:
Facebook | Instagram | LinkedIn | Twitter

About Grapefruit

Grapefruit’s corporate headquarters is in Westwood, Los Angeles, California. Grapefruit holds California permits and licenses to both manufacture and distribute cannabis products in the Golden State. Grapefruit’s extraction laboratory and manufacturing and distribution facilities are located in the industry-recognized Coachillin’ Industrial Cultivation and Ancillary Canna-Business Park in Desert Hot Springs, located on the extension of North Canyon Road, approximately 14 miles north of downtown Palm Springs. To obtain further information on Grapefruit and its operations, please visit the Company’s website at https://grapefruitblvd.com/.

Safe Harbor Statement

        

Grapefruit cautions that any statement included in this press release that is not a description of historical facts is a forward-looking statement. Many of these forward-looking statements contain the words “anticipate,” “believe,” “estimate,” “may,” “intend,” “expect” and similar expressions. Actual results, performance or achievements could differ materially from those contemplated, expressed or implied by the forward-looking statements contained herein. These forward-looking statements are based largely on the expectations of the Company and are subject to a number of risks and uncertainties inherent in Grapefruit’s business, including, without limitation: the Company may not ever obtain additional funds necessary to support its business development and growth plans; and the Company may not ever achieve the market success to reach or sustain a profitable business. In addition, there are risks and uncertainties related to economic recession or terrorist actions, competition from much larger cannabis companies, unexpected costs and delays, potential product liability claims, and many other factors. More detailed information about Grapefruit and the risk factors that may affect the realization of forward-looking statements is set forth in the Company’s filings with the Securities and Exchange Commission, including the Company’s Annual Report on Form 10-K, its Quarterly Report on Form 10-Q for the period ended Sept. 30, 2020, and its Registration Statement on Form S-1/A. Such documents may be read free of charge on the SEC’s website at www.sec.gov. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof. All forward-looking statements are qualified in their entirety by this cautionary statement, and Grapefruit undertakes no obligation to revise or update this press release to reflect events or circumstances after the date hereof. This caution is made under the safe harbor provisions of Section 21E of the Private Securities Litigation Reform Act of 1995.


Investor Relations Contact

:

Bradley Yourist
[email protected]
18776 Blue Dream Crossing, Unit LL1 53-07
Desert Hot Springs, California 92240
(760) 205-1382
https://grapefruitblvd.com/

Please be aware that our social media accounts can be used from time to time for additional material events. They can be found here:

Grapefruit USA:
Facebook: https://www.facebook.com/Grapefruit-Boulevard-2304698596251925/
Instagram: https://www.instagram.com/grapefruit_usa/
Twitter: https://twitter.com/grapefruitusa
LinkedIn: https://www.linkedin.com/company/grapefruit-boulevard/
Weedmaps: https://weedmaps.com/brands/grapefruit

Corporate Communications:

InvestorBrandNetwork (IBN)
Los Angeles, California
www.InvestorBrandNetwork.com
310.299.1717 Office
[email protected]

A PDF accompanying this announcement is available at: http://ml.globenewswire.com/Resource/Download/5b6d8533-2d67-4946-a18a-e26a298304df



Denuvo joins exclusive PlayStation®5 Tools and Middleware program to offer Anti-Cheat technology to game developers

Denuvo’s Anti-Cheat is available to game publishers on PlayStation®5 to help bring cheating to an end

Amsterdam, March 10, 2021 (GLOBE NEWSWIRE) — As security and innovation collide, Denuvo by Irdeto today announces it has joined the exclusive PlayStation®5 Tools and Middleware program. Denuvo, the leader in video games protection, offers its Anti-Cheat solution through this program to publishers and developers whose games are available on PlayStation®5.

 

Denuvo is at the forefront of games security with over 2 billion unique game installs protected across all platforms, and over 1,000 games secured. Joining the PlayStation®5 Tools and Middleware program therefore fosters Denuvo’s continued commitment to excellence and innovation in game security. It also supports Denuvo’s goal of protecting the developers’ investment, where approximately 70% of their revenue is earned in the first two weeks after the launch of a game.

 

Today, as a member of ecosystem players, Denuvo will carry on its mission of bringing fairness and fun back to gaming by providing its Anti-Cheat solution to all developers who want to protect their games and gamers, from hackers and cheaters, on PlayStation®5. According to its Global Gaming Survey, 77% of the gamers express being repelled from a game due to cheating occurring, creating a tremendous risk on monetization of games.

 

Denuvo’s Anti-Cheat incorporates advanced technology to secure both online gameplay as well as securely reward offline progress. The technology helps game developers protect sensitive game logic or data, preventing cheaters from changing sensitive variables and ensuring its trustworthiness. A number of games incorporated Denuvo’s Anti-Cheat at launch of PlayStation®5 to ensure best experience for the gamers.

 

Developed by security experts and video game enthusiasts, Denuvo’s technology has no negative impact on in-game performance and its non-intrusive methodology ensures the developer’s workflow is never impacted.

 

“Cheating ruins video games for honest players,” said Reinhard Blaukovitsch, Managing Director of Denuvo, Irdeto. “This can lead to lower engagement, game traffic and shrinking revenues for game publishers. We are really proud be able to help the world’s most talented developers to bring rich experiences for gamers on Playstation®5.”

 

Denuvo has a solid track record of protecting AAA titles for over a decade and collaborates with game developers of all sizes, offers cross-platform technologies on PC, Consoles, iOS and Android to secure against games piracy as well as protecting the integrity of the experience. Securing revenue sources beyond the game sales has become increasingly important for the publishers who rely on ad-revenues, in-game currency, downloadable content (DLC) and more broadly gamers long-term engagement into the games.

 

For more information on Denuvo and video game protection offering, please visit

https://irdeto.com/denuvo/

 

“PlayStation” is a registered trademark or trademark of Sony Interactive Entertainment Inc.

 

 

 ###

 

About Irdeto

Irdeto is the world leader in digital platform security, protecting platforms and applications for video entertainment, video games, connected transport and IoT connected industries. Irdeto’s solutions and services enable customers to protect their revenue, create new offerings and fight cybercrime. With more than 50 years of expertise in security, Irdeto’s software security technology and cyberservices protect over six billion devices and applications for some of the world’s best-known brands. With a unique heritage in security innovation, Irdeto is the well-established and reliable partner to build a secure future where people can embrace connectivity without fear.

Denuvo is part of Irdeto.

For more information please visit www.irdeto.com.

 

 

Not for publication



Sanna-Maaria Mattila
Irdeto
[email protected]

Ascent Solar Completes New Funding Agreement and Full Settlement of Secured Promissory Note

THORNTON, CO, March 10, 2021 (GLOBE NEWSWIRE) — via NewMediaWire — Ascent Solar Technologies, Inc. (OTC-PK: ASTI), a developer and manufacturer of state-of-the-art, lightweight, and flexible thin-film photovoltaic (PV) solutions, announces the completion of a new funding agreement and full settlement of a secured promissory note.

On March 4, 2021, the Company entered into a common stock purchase agreement (“SPA”) with a private investor (the “Investor”) for the purchase of up to 75,000,000 shares of Common Stock of the Company at the fixed price of $0.04 per share (“New Shares”). At closing on March 9, 2021, the Company issued 75,000,000 New Shares to the Investor in exchange for $3,000,000 of gross proceeds.

On March 9, 2021, the Company entered into a settlement agreement (“Settlement”) with our current secured promissory note holder, Global Ichiban Limited (“Global”). Pursuant to the Settlement, the Company issued 168,000,000 shares of Common Stock of the Company (“Settlement Shares”) to Global in exchange for the cancellation of the outstanding secured promissory note of $5,800,000 (the “Secured Note”). The Secured Note, with a maturity date of September 30, 2022, had a variable-rate conversion feature that entitles Global to convert into shares of Common Stock of the Company at 80% of the 5-day average closing bid-price prior to any conversion. The Secured Note also has a substantial lien on the Company’s assets including intellectual property. Following the Settlement, the lien shall be removed resulting in unencumbering all of the Company’s assets. Refer to 8-K filing on March 10, 2021 for more details of the Settlement.

“I am pleased to have reached another milestone in our ongoing restructuring and recapitalization effort which began in early 2020,” commented Victor Lee, President and CEO of Ascent Solar Technologies, Inc. “The new funding agreement, completed at a fixed rate above the prevailing stock price, underscores the confidence and belief the Investor has in Ascent Solar as we embark upon a new era for the Company. The Settlement with Global represents icing on the cake as the deal has not only turned a debt holder into a long-term shareholder of the Company, it also frees up all of our encumbered assets and moves the Company closer to cleaning up our balance sheet and being debt free.”

Mr. Lee concluded, “Despite our restructuring delays that were exacerbated by COVID-19, our team proved to be resilient. We are optimistic and look forward to stronger years ahead, as our high-value PV market focus, particularly in the space and near-space segment, begins to take shape. We will continue to update our shareholders regularly as we make continued progress.”

About Ascent Solar Technologies, Inc:

Ascent Solar Technologies, Inc., is a developer of thin-film photovoltaic modules using flexible substrate materials that are more versatile and rugged than traditional solar panels.  Ascent Solar modules were named as one of the top 100 technologies in both 2010 and 2015 by R&D Magazine, and one of TIME Magazine’s 50 best inventions for 2011. The technology described above represents the cutting edge of flexible power and can be directly integrated into consumer products and off-grid applications, as well as other aerospace applications. Ascent Solar is headquartered in Thornton, Colorado. More information can be found at www.AscentSolar.com.

Forward-Looking Statements:

Statements in this press release that are not statements of historical or current fact constitute “forward-looking statements.” Such forward-looking statements involve known and unknown risks, uncertainties and other unknown factors that could cause the Company’s actual operating results to be materially different from any historical results or from any future results expressed or implied by such forward-looking statements. In addition to statements that explicitly describe these risks and uncertainties, readers are urged to consider statements that contain terms such as “believes,” “belief,” “expects,” “expect,” “intends,” “intend,” “anticipate,” “anticipates,” “plans,” “plan,” to be uncertain and forward-looking. The forward-looking statements contained herein are also subject generally to other risks and uncertainties that are described from time to time in the Company’s filings with the Securities and Exchange Commission.

Ascent Solar Technologies

Investor Relations: [email protected]



MultiPlan Reports Fourth Quarter and Full Year 2020 Results

MultiPlan Reports Fourth Quarter and Full Year 2020 Results

Q4 2020 Revenues of $255.3 Million, as compared to $223.5 Million in Q3 2020 and $246.4 Million in Q4 2019

Q4 2020 Net Loss of $182.4 Million, as compared to a Net Loss of $288.4 Million in Q3 2020 and Net Income of $11.8 Million in Q4 2019

Q4 2020 Adjusted EBITDA of $195.1 Million, as compared to $165.5 Million in Q3 2020 and $186.7 Million in Q4 2019

Full Year 2020 Revenues of $937.8 Million, as compared to $982.9 Million in Full Year 2019

Full Year 2020 Net Loss of $529.6 Million, as compared to Net Income of $9.7 Million in Full Year 2019

Full Year 2020 Adjusted EBITDA of $706.3 Million, as compared to $750.4 Million in Full Year 2019

NEW YORK–(BUSINESS WIRE)–
MultiPlan Corporation (“MultiPlan” or the “Company”) (NYSE: MPLN), a leading value-added provider of data analytics and technology-enabled end-to-end cost management, payment and revenue integrity solutions to the U.S. healthcare industry, today announced financial results for the fourth quarter ended December 31, 2020 and full year 2020.

The Company reported strong consecutive quarterly growth as it continued to execute its growth strategy to enhance its product offerings to payors, extend into new payor customer segments and expand its platform to serve MultiPlan’s 1.2 million providers, its more than 700 payors and 60 plus million consumers. The Company processed a record $29.0 billion in claims during the fourth quarter of 2020, identifying potential medical cost savings of approximately $4.9 billion. For the year ended December 31, 2020, the Company processed $105.4 billion in claims and identified approximately $18.8 billion in potential savings.

“MultiPlan had a milestone fourth quarter in terms of both performance and execution of our growth plan,” said Mark Tabak, CEO of MultiPlan. “After reporting stronger than expected results in the third-quarter, we delivered even stronger fourth quarter results despite pandemic conditions and their impact on elective healthcare service. We also made great strides in achieving the goals of our Extend growth strategy with the integration of HST well underway, and the acquisition of Discovery Health Partners which closed last month. I’m proud of our mission to deliver fairness, efficiency and affordability to the U.S. healthcare system, and the pace at which we are progressing in achieving it.”

Business and Financial Highlights

  • Outperformed initial management expectations from COVID-19 impact with revenues of $255.3 million for Q4 2020, up from $223.5 million for Q3 2020, reflecting a 14.2% quarter-over-quarter increase, and an increase of 3.6% over Q4 2019 revenues of $246.4 million.
  • Net loss of $182.4 million for Q4 of 2020 compared to net loss of $288.4 million for Q3 2020. The reduction in loss was principally due to increased revenues of $31.8 million and reduced stock-based compensation costs of $155.9 million, net of $26.5 million in transaction costs in Q4 2020 primarily related to the transaction with Churchill which closed on October 8, 2020, and $103.0 million of losses on extinguishment of debt in Q4 2020. Net income for Q4 2019 was $11.8 million.
  • Adjusted EBITDA of $195.1 million for Q4 2020 compared to $165.5 million for Q3 2020, and $186.7 million for Q4 2019.
  • Revenues of $937.8 million for full year 2020 compared to $982.9 million for full year 2019. The revenue decline is primarily due to the impact of COVID-19, particularly in the second and third quarters of 2020.
  • Net loss for full year 2020 of $529.6 million compared to net income of $9.7 million for full year 2019. The decline was principally due to stock-based compensation costs of $406.1 million, $31.7 million in transaction costs primarily related to the transaction with Churchill which closed on October 8, 2020, and $103.0 million of losses on extinguishment of debt in Q4 2020 and full year 2020.
  • Adjusted EBITDA of $706.3 million for full year 2020 compared to $750.4 million for full year 2019. The Adjusted EBITDA decline was primarily a result of reduced revenues because of COVID-19.

2021 Outlook

Due to variability in COVID-19 case trends and public policy responses to the COVID-19 pandemic across different regions in MultiPlan’s national footprint, and the uncertainty in evaluating the impact of those dynamics on the Company’s customers and operating and financial results, the Company is not providing annual or quarterly guidance at this time. The Company will continue to monitor the impact of the COVID-19 pandemic on its business and may elect to communicate guidance later in 2021. While the company is not providing guidance, it anticipates Q1 2021 revenues and adjusted EBITDA will reflect substantially similar operating performance as Q4 2020, adjusted for the usual seasonal softness of Q1, the impact of $2 to $3 million of additional public company costs in Q1 2021 as compared to Q4 2020 and the possible impact of operational disruption related to the extreme weather in Texas during February.

Conference Call Information

The Company will host a conference call today, Wednesday, March 10, 2021 at 8:00 a.m. U.S. Eastern Time (ET) to discuss its financial results. To access the live conference call, please dial (833) 423-1182 (domestic) or (236) 714-2584 (international). The conference ID for the live call is 5907987. Interested investors and other parties can also listen to a webcast of the live conference call by logging onto the Investor Relations section of the Company’s website at investors.multiplan.com/events-and-presentations. A supplementary slide presentation will also be available on such website.

For those unable to listen to the live conference call, a replay will be available approximately two hours after the call through the archived webcast on the MultiPlan website or by dialing (800) 585-8367 or (416) 621-4642. The conference ID for the replay is 5907987.

About MultiPlan

MultiPlan is committed to helping healthcare payors manage the cost of care, improve their competitiveness and inspire positive change. Leveraging sophisticated technology, data analytics and a team rich with industry experience, MultiPlan interprets clients’ needs and customizes innovative solutions that combine its payment and revenue integrity, network-based and analytics-based services. MultiPlan is a trusted partner to over 700 healthcare payors in the commercial health, government and property and casualty markets. For more information, visit multiplan.com.

Forward Looking Statements

This press release includes statements that express our and our subsidiaries’ opinions, expectations, beliefs, plans, objectives, assumptions or projections regarding future events or future results and therefore are, or may be deemed to be, “forward-looking statements”. These forward-looking statements can generally be identified by the use of forward-looking terminology, including the terms “believes,” “estimates,” “anticipates,” “expects,” “seeks,” “projects,” “forecasts,” “intends,” “plans,” “may,” “will” or “should” or, in each case, their negative or other variations or comparable terminology. These forward-looking statements include all matters that are not historical facts. They appear in a number of places throughout this press release, including the discussion of 2021 outlook, and these forward-looking statements reflect management’s expectations regarding our future growth, results of operations, operational and financial performance and business prospects and opportunities. Such forward-looking statements are based on available current market material and management’s expectations, beliefs and forecasts concerning future events impacting the business. Although we believe that these forward-looking statements are based on reasonable assumptions at the time they are made, you should be aware that many factors could affect our actual financial results, including: the impact from the COVID-19 and its related effects on our projected results of operations, financial performance or other financial metrics; loss of our customers, particularly our largest customers; decreases in our existing market share or the size of our Preferred Provider Organization networks; effects of competition; effects of pricing pressure; the inability of our customers to pay for our services; decreases in discounts from providers; the loss of our existing relationships with providers; the loss of key members of our management team; pressure to limit access to preferred provider networks; the ability to achieve the goals of our strategic plans and recognize the anticipated strategic, operational, growth and efficiency benefits when expected; our ability to identify, complete and successfully integrate acquisitions; changes in our industry; interruptions or security breaches of our information technology systems; our ability to protect proprietary applications; our inability to expand our network infrastructure; our ability to remediate any material weakness or maintain effective internal controls over financial reporting; changes in our regulatory environment, including healthcare law and regulations; the expansion of privacy and security laws; heightened enforcement activity by government agencies; our ability to pay interest and principal on our notes and other indebtedness; the possibility that we may be adversely affected by other political, economic, business, and/or competitive factors; other factors disclosed in our SEC filings; and other factors beyond our control.

The forward-looking statements contained in this press release are based on our current expectations and beliefs concerning future developments and potential effects on our business. There can be no assurance that future developments affecting our business will be those that we have anticipated. These forward-looking statements involve a number of risks, uncertainties (some of which are beyond our control) or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements. These risks and uncertainties include, but are not limited to, those factors described indicated in our Registration Statement on Form S-1 filed with the Securities and Exchange Commission (“SEC”) on October 30, 2020, including those under “Risk Factors” therein, and other documents filed or to be filed with the SEC by us. Should one or more of these risks or uncertainties materialize, or should any of the assumptions prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements. Forward-looking statements speak only as of the date made. We do not undertake any obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.

Non-GAAP Financial Measures

In addition to the financial measures prepared in accordance with generally accepted accounting principles in the United States (“GAAP”), this press release contains certain non-GAAP financial measures, including EBITDA and Adjusted EBITDA. A non-GAAP financial measure is generally defined as a numerical measure of a company’s financial performance or financial position that excludes or includes amounts so as to be different than the most directly comparable measure calculated and presented in accordance with GAAP.

EBITDA, and Adjusted EBITDA are supplemental measures of MultiPlan’s performance that are not required by or presented in accordance with GAAP. These measures are not measurements of our financial performance or liquidity under GAAP, have limitations as analytical tools and should not be considered in isolation or as an alternative to net income (loss), cash flows or any other measures of performance or liquidity prepared in accordance with GAAP.

EBITDA represents net income before interest expense, interest income, income tax provision (benefit) and depreciation and amortization of intangible assets. Adjusted EBITDA is EBITDA as further adjusted by certain items as described in the table below. In addition, in evaluating EBITDA and Adjusted EBITDA you should be aware that in the future, we may incur expenses similar to the adjustments in the presentation of EBITDA and Adjusted EBITDA. The presentation of EBITDA and Adjusted EBITDA should not be construed as an inference that our future results will be unaffected by unusual or non-recurring items. The calculations of EBITDA and Adjusted EBITDA may not be comparable to similarly titled measures reported by other companies. Based on our industry and debt financing experience, we believe that EBITDA and Adjusted EBITDA are customarily used by investors, analysts and other interested parties to provide useful information regarding a company’s ability to service and/or incur indebtedness.

We also believe that Adjusted EBITDA is useful to investors and analysts in assessing our operating performance during the periods these charges were incurred on a consistent basis with the periods during which these charges were not incurred. Both EBITDA and Adjusted EBITDA have limitations as analytical tools, and you should not consider either in isolation, or as a substitute for analysis of our results as reported under GAAP. Some of the limitations are:

  • EBITDA and Adjusted EBITDA do not reflect changes in, or cash requirements for, our working capital needs;
  • ​EBITDA and Adjusted EBITDA do not reflect interest expense, or the cash requirements necessary to service interest or principal payments on our debt;
  • ​EBITDA and Adjusted EBITDA do not reflect our tax expense or the cash requirements to pay our taxes; and
  • ​Although depreciation and amortization are non-cash charges, the tangible assets being depreciated will often have to be replaced in the future, and EBITDA and Adjusted EBITDA do not reflect any cash requirements for such replacements.

​MultiPlan’s presentation of Adjusted EBITDA should not be construed as an inference that our future results and financial position will be unaffected by unusual items.

MultiPlan Corporation
Consolidated Balance Sheets
($ in thousands, except share and per share data)
 
 
Years Ended December 31,

2020

 

2019

Assets      
Current assets:      
Cash and cash equivalents

 $          126,755

 

 $            21,825

Trade accounts receivable, net

                63,198

                77,071

Prepaid expenses

                17,708

 

                14,393

Prepaid taxes

                          –

                  2,130

Other current assets, net

                  1,193

 

                     195

Total current assets

              208,854

              115,614

Property and equipment, net

              187,631

 

              177,992

Operating lease right-of-use assets

                31,339

 

                29,998

Goodwill

           4,257,336

 

           4,142,013

Other intangibles, net

           3,584,187

 

           3,886,643

Other assets

                14,231

 

                  8,151

Total assets

 $       8,283,578

 

 $       8,360,411

Liabilities and Shareholders’ Equity      
Current liabilities:      
Accounts payable

 $            15,261

 

 $              9,565

Accrued interest

                31,528

 

                17,966

Accrued taxes

                10,176

 

                     382

Operating lease obligation, short-term

                  6,439

 

                  9,521

Accrued compensation

                21,843

 

                26,311

Other accrued expenses

                27,251

 

                22,041

Total current liabilities

              112,498

 

                85,786

Long-term debt

           4,578,488

 

           5,397,122

Operating lease obligation, long-term

                27,499

 

                23,086

Unvested founder shares and Private Placement Warrants

                70,544

 

                         –

Deferred income taxes

              900,633

 

              869,199

Total liabilities

           5,689,662

 

           6,375,193

Commitments and contingencies (Note 13)      
Shareholders’ equity:      
Shareholder interests      
Preferred stock, $0.0001 par value — 10,000,000 shares authorized; no shares issued 

                          –

 

                         –

Common stock, $0.0001 par value — 1,500,000,000 shares authorized;
664,183,318 and 415,700,000 issued; 655,075,355 and 415,700,000 outstanding

                       66

 

                       42

Additional paid-in capital

           2,575,524

 

           1,347,613

Retained earnings

              107,936

 

              637,563

Treasury stock — 9,107,963 and 0 shares 

             (89,610)

 

                         –

Shareholders’ equity

           2,593,916

 

           1,985,218

Total liabilities and shareholders’ equity

 $       8,283,578

 

 $       8,360,411

 

MultiPlan Corporation
Consolidated Statements of (Loss) Income and Comprehensive (Loss) Income
($ in thousands, except share and per share data)
 
 
Years Ended December 31,

2020

 

2019

Revenues

$            937,763

 

$            982,901

Costs of services (exclusive of depreciation and amortization of intangible assets shown below)

               318,675

               149,607

General and administrative expenses

               355,635

 

                 75,225

Depreciation

                 60,577

                 55,807

Amortization of intangible assets

               334,697

 

               334,053

Total expenses

            1,069,584

               614,692

Operating (loss) income

             (131,821)

 

               368,209

Interest expense

               335,638

               376,346

Interest income

                    (288)

 

                    (196)

Loss (gain) on extinguishment of debt

               102,993

               (18,450)

Loss on investments

                 12,165

 

                           –

Other income

               (26,360)

                           –

Net (loss) income before income taxes

             (555,969)

 

                 10,509

(Benefit) Provision for income taxes

               (26,343)

                      799

Net (loss) income

             (529,626)

 

                   9,710

 
Weighted average shares outstanding – Basic and Diluted (1)

        470,785,192

 

        415,700,000

 
Net (loss) income per share – Basic and Diluted

$                (1.12)

 

$                  0.02

 
Comprehensive (loss) income

$          (529,626)

 

$                9,710

(1) In accordance with the accounting guidance, the number of shares outstanding prior to the business combination of Polaris Parent Corp. and Churchill Capital Corp III (the “Transactions”) was 415,700,000, which represents the 10 historical shares of Polaris Parent Corp. multiplied by the exchange ratio established in the Transactions (41,570,000:1). At the date of the Transactions, the number of shares outstanding increased to 655,057,192. The increase represents the shares issued by Churchill Capital Corp III prior to the Transactions and the shares issued to PIPE investors at the time of the Transactions, net of shares redeemed and held in treasury upon closing. As of December 31, 2020, the number of shares outstanding is 655,075,355.

MultiPlan Corporation
Consolidated Statements of Cash Flows
($ in thousands)
 
Years Ended December 31,

 

2020

 

 

 

2019

 

Cash flows from operating activities:      
Net (loss) income

$

                (529,626

)

$

                     9,710

 

Adjustments to reconcile net income to net cash provided by operating activities      
Depreciation

 

                      60,577

 

 

                      55,807

 

Amortization of intangible assets

 

                    334,697

 

 

 

                    334,053

 

Amortization of the right-of-use asset

 

                        8,405

 

 

                        9,594

 

Stock-based compensation

 

                    406,054

 

 

 

                    (14,880

)

Deferred tax benefit

 

                    (45,041

)

 

                  (111,404

)

Non-cash interest costs

 

                      22,888

 

 

 

                      13,368

 

Loss (gain) on extinguishment of debt

 

                    102,993

 

 

                    (18,450

)

Losses on investments

 

                      12,165

 

 

 

                                –

 

Loss on disposal of property and equipment

 

                           610

 

 

                           163

 

Other non-cash income

 

                    (26,360

)

 

 

                                –

 

Changes in assets and liabilities, net of acquired balances:
Accounts receivable, net

 

                      14,758

 

 

 

                        5,279

 

Prepaid expenses and other assets

 

                      (7,480

)

 

                      (8,822

)

Prepaid taxes

 

                        2,130

 

 

 

                      (1,426

)

Operating lease obligation

 

                      (8,461

)

 

                      (9,462

)

Accounts payable and accrued expenses and other

 

                      29,065

 

 

 

                      20,783

 

Net cash provided by operating activities

 

                    377,374

 

 

                    284,313

 

Investing activities:      
Purchases of property and equipment

 

                    (70,813

)

 

                    (66,414

)

HST Acquisition, net of cash acquired

 

                  (140,032

)

 

 

                                –

 

Net cash used in investing activities

 

                  (210,845

)

 

                    (66,414

)

Financing activities:      
Repayments of Term Loan G

 

                  (369,000

)

 

                  (100,000

)

Extinguishment of 7.125% Notes

 

               (1,615,583

)

 

 

                                –

 

Extinguishment of Senior PIK Notes

 

               (1,202,302

)

 

                  (101,013

)

Issuance of Senior Convertible PIK Notes

 

                 1,267,500

 

 

 

                                –

 

Issuance of 5.750% Notes

 

                 1,300,000

 

 

                                –

 

Borrowings on revolving credit facility

 

                      98,000

 

 

 

                                –

 

Repayment of revolving credit facility

 

                    (98,000

)

 

                                –

 

Effect of the Transactions (see note 4)

 

                    682,408

 

 

 

                                –

 

Purchase of treasury stock

 

                  (101,123

)

 

                                –

 

Payment of debt issuance costs

 

                    (23,489

)

 

 

                                –

 

Payments on finance leases, net

 

                           (10

)

 

                           (75

)

Net cash used in financing activities

 

                    (61,599

)

 

 

                  (201,088

)

Net increase (decrease) in cash and cash equivalents

 

                    104,930

 

 

                      16,811

 

Cash and cash equivalents at beginning of period

 

                      21,825

 

 

 

                        5,014

 

Cash and cash equivalents at end of period

$

                 126,755

 

$

                   21,825

 

Noncash investing and financing activities:      
Purchases of property and equipment not yet paid

$

                     4,334

 

$

                     3,768

 

Supplemental disclosure of cash flow information:      
Cash paid during the period for:
Interest

$

                (312,349

)

 

$

                (363,907

)

Income taxes, net of refunds

$

                    (3,917

)

$

                (114,569

)

MultiPlan Corporation
Calculation of EBITDA and Adjusted EBITDA
                     
                   
($ in thousands)       For the Year Ended        
      Dec. 31, 2020   Dec. 31, 2019        
Net income (loss) – GAAP      

 $   (529,626)

 

 $      9,710

       
Adjustments:                
Interest expense      

       335,638

 

     376,346

       
Interest income   

            (288)

 

          (196)

       
Income tax (benefit) provision      

       (26,343)

 

            799

       
Depreciation   

         60,577

 

       55,807

       
Amortization of intangible assets       

       334,697

 

     334,053

       
Non-income taxes (a)  

           3,221

 

         1,944

       
EBITDA       

 $    177,876

 

 $   778,463

       
Adjustments:                
Other expense (b)      

           1,896

 

         1,947

       
Other income (c)  

       (26,360)

 

                –

       
Transaction related expenses (d)      

         31,689

 

         3,270

       
Loss on investments (e)  

         12,165

 

                –

       
Loss (gain) on debt extinguishment (f)      

       102,993

 

      (18,450)

       
Stock-based compensation (g)  

       406,054

 

      (14,880)

       
Adjusted EBITDA       

 $    706,313

 

 $   750,350

       
                 
               
                     
                   
($ in thousands)   For the Three Months Ended
    Dec. 31, 2020   Sept. 30, 2020   Jun. 30, 2020   Mar. 31, 2020   Dec. 31, 2019
Net income (loss) – GAAP  

 $   (182,384)

 

 $   (288,402)

 

 $   (56,246)

 

 $      (2,594)

 

 $    11,844

Adjustments:                    
Interest expense  

         76,348

 

         82,275

 

       86,050

 

        90,965

 

       89,908

Interest income   

              (59)

 

              (81)

 

            (77)

 

             (71)

 

            (63)

Income tax (benefit) provision  

       (15,124)

 

         (1,080)

 

        (9,456)

 

            (683)

 

            990

Depreciation   

         15,674

 

         15,262

 

       15,135

 

        14,506

 

       14,084

Amortization of intangible assets   

         84,157

 

         83,513

 

       83,514

 

        83,513

 

       83,513

Non-income taxes (a)  

           1,886

 

             415

 

            481

 

             439

 

            535

EBITDA   

 $     (19,502)

 

 $   (108,098)

 

 $   119,401

 

 $    186,075

 

 $   200,811

Adjustments:                    
Other expense (b)  

             587

 

           1,012

 

            149

 

             148

 

            499

Other income (c)  

       (26,360)

 

                  –

 

                –

 

                 –

 

                –

Transaction related expenses (d)  

         26,527

 

           2,464

 

         2,338

 

             360

 

               3

Loss on investments (e)  

           4,381

 

           7,784

 

                –

 

                 –

 

                –

Loss on debt extinguishment (f)  

       102,993

 

                  –

 

                –

 

                 –

 

                –

Stock-based compensation (g)  

       106,426

 

       262,356

 

       27,911

 

          9,361

 

      (14,572)

Adjusted EBITDA   

 $    195,052

 

 $    165,518

 

 $   149,799

 

 $    195,944

 

 $   186,741

(a) Non-income taxes includes personal property taxes, real estate taxes, sales and use taxes and franchise taxes which are included in costs of services and general and administrative expenses in our consolidated statements of income and comprehensive income.

(b) Represents miscellaneous expenses, gain or loss on disposal of assets, gain or loss on disposal of leases, tax penalties, management fees, and costs associated with the integration of acquired companies into MultiPlan.

(c) Represents the changes in fair value of the unvested founder shares and private placement warrants.

(d) Represents ordinary course transaction costs and transaction costs related to the Transactions, the acquisition of HST and the acquisition of Discovery Health Partners.

(e) Loss on investments primarily reflects the change in fair value of shares purchased prior to the Transaction. These shares are now held in treasury.

(f) Represents the 2019 gain related to the repurchase and cancellation of $121.3 million in aggregate principal amount of Senior PIK Notes and the 2020 loss on debt extinguishment related to the prepayment of $369.0 million of indebtedness under our term loan facility, redemption in full of the 7.125% Senior Notes on October 29, 2020 and redemption in full of the Senior PIK Notes on October 8, 2020.

(g) Includes the cost of employee and non-employee director stock-based compensation plans.

Investor Relations

Shawna Gasik

AVP, Investor Relations

MultiPlan

866-909-7427

[email protected]

Media Relations

Pamela Walker

Senior Director, Marketing & Communications

MultiPlan

781-895-3118

[email protected]

KEYWORDS: United States North America New York

INDUSTRY KEYWORDS: Technology Finance Banking Other Technology Professional Services Software Health General Health Data Management

MEDIA:

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HighGold Intersects VMS-Style Mineralization at Northeast Offset Target at Johnson Tract Project, Alaska, USA

HighGold Intersects VMS-Style Mineralization at Northeast Offset Target at Johnson Tract Project, Alaska, USA

7.8 meters at 9.8% Zinc Equivalent including 3.9 meters at 14% Zinc Equivalent

VANCOUVER, British Columbia–(BUSINESS WIRE)–HighGold Mining Inc. (TSX-V:HIGH, OTCQX:HGGOF) (“HighGold” or the “Company”) is pleased to announce new assay results from the 2020 exploration drilling program at its flagship Johnson Tract polymetallic Gold Project (“Johnson Tract” or the “Project”) in Southcentral Alaska, USA. Results reported today include intersections from two drill holes at the Northeast Offset (“NE Offset” or “NEO”) Target from the southernmost of three drill cross-sections completed during the 2020 field season. Assays remain outstanding for 10 drill holes and will be released in batches as they are received and evaluated.

This press release features multimedia. View the full release here: https://www.businesswire.com/news/home/20210310005317/en/

Figure 1. Johnson Tract Project – 2020 Drill Hole Plan Map with Johnson Tract Deposit and Northeast Offset Target (Photo: Business Wire)

Figure 1. Johnson Tract Project – 2020 Drill Hole Plan Map with Johnson Tract Deposit and Northeast Offset Target (Photo: Business Wire)

Drill Highlights

  • 7.8 meters at 6.1% Zn, 1.6% Pb, 0.2% Cu, 0.7 g/t Au, 36 g/t Ag (9.8% ZnEq), including

    3.9 meters at 9.1% Zn, 2.3% Pb, 0.3% Cu, 0.8 g/t Au, 47 g/t Ag (14.0% ZnEq) inhole JT20-114
  • 2.0 meters at 13.2% Zn, 0.6% Cu, 0.3 g/t Au, 5 g/t Ag (15.4% ZnEq), including

    1.0 meter at 19.4% Zn, 1.1% Cu, 0.5 g/t Au, 9 g/t Ag (23.0% ZnEq) in hole JT20-112

Today’s results highlight several important developments at Johnson Tract, including:

  • the identification of new VMS-style mineralization at NEO in hole JT20-114;
  • the recognition that mineralization is far more widespread between the JT Deposit and NEO within the prospective Dacite Tuff stratigraphy than previously understood; and
  • the alteration and mineralization at NEO itself does not represent the fault-displaced equivalent of the JT Deposit as previously thought, but instead, it is a second distinct zone of mineralization located on the same western side of the Dacite Fault as the JT Deposit (Figures 1 & 2).

“These advancements in our understanding of the Johnson Tract geology represent a significant turning point for the Project as they highlight the potential for mineralization anywhere within the key Dacite Tuff host stratigraphy northeast of the JT Deposit,” commented President and CEO Darwin Green. “Equally important, it means that the 2020 NEO drilling was centered too far to the west and the true target for the fault displaced offset of the main deposit still lies farther to the east. Drilling of this more easterly target in 2021 will focus along a 600m long gap between the main JT Deposit and NEO, which has, as yet, been subject to little to no testing. This refined offset target is in addition to JT Deposit expansion targets (building on the success of 2020), other Dacite Tuff hosted targets including the new VMS-style mineralization, and new discovery-focused regional prospect targets, all of which will be drill tested in 2021.”

2020 Drill Program

The 2020 Drill Program (the “Program”) totaled 16,418 meters in 32 completed drill holes. Assays remain outstanding for 10 drill holes and will be released in batches as they are received and evaluated. The Au-Cu-Zn-Ag-Pb mineralization associated with the JT Deposit has been intersected over a strike length of 325 meters and a down-plunge distance of 400 meters and remains open for expansion along strike to the northeast and southwest, and at depth.

Discussion of NE Offset Target Results & Insights

A portion of the JT Deposit is known to have been displaced at depth by the northeast trending, steeply southeast-dipping Dacite Fault. The NEO Target, located 500 to 800 meters to the northeast of the JT Deposit, was theorized by former operators to be the potential faulted offset of the JT Deposit based on similar alteration and mineralization styles.

In 2020, the Company completed nine (9) drill holes that were designed to test the NEO target across three cross-sections on 50 to 100-meter spaced sections. Prior to the drilling, the Company had correlated the mapped, shallow northwest-dipping Saddle Faults at NEO with the key Dacite Fault to the south and focused drilling below these faults in an area of encouraging historic drill results. It became evident with each successive drill cross-section that the Saddle Faults instead represented late thrust faults (reverse faults) similar to the regional scale Bruin Bay thrust fault to the west. Late in the season, the Company ultimately identified steep, southeast dipping faults under the Saddle Faults at depth that could be correlated to the Dacite Fault. These insights, via the drill bit, were a key to revising our interpretation of the NEO Target.

The 2020 drill results previously reported by the Company for the middle of the three cross-sections at NEO included 31.2% Zn, 0.1 g/t Au, 2 g/t Ag, <0.1% Cu over 0.7 meters atin hole JT20-101, and 3.0 g/t Au, 7 g/t Ag, 2.0% Cu, 3.1% Zn over 0.8 meters in hole JT20-105 (see Company press release dated January 21, 2021). These intercepts were interpreted as distal-type mineralization similar to that found peripheral to the main JT Deposit. The encouraging results reported today for the southernmost of the three cross-sections includes those for holes JT20-112 and JT20-114; assays for holes JT20-116 and JT20-119 still pending.

Of particular note, is the intersection of a previously unmapped mudstone unit in hole JT20-114 and the presence of laminated sulfide textures suggesting a possible VMS-style depositional environment (see Plate 1). This a very encouraging development as it has long been postulated that volcanogenic massive sulphides (VMS-style mineralization) may be present in addition to the known epithermal-style zones at Johnson Tract.

The Company continues to refine the working geology and alteration 3D model for Johnson Tract with plans for additional evaluation of these prospective new targets. The updated geologic model identifies areas east and south of the 2020 NEO drilling for potential fault displaced extensions of the JT Deposit. This includes a 600-meter long, poorly tested corridor between the JT Deposit and the original NEO target that will be a focus for drilling in 2021.

A complete list of significant assays for JT20-112 an JT20-114from NEO is presented in Table 1 with drill hole locations shown on a plan map in Figure 1 and on a cross section in Figure 2.

Table 1. Johnson Tract Project – Significant NE Offset Target drill intersections

Drill Hole

From

To

Length

Zn

Cu

Pb

Au

Ag

ZnEq

AuEq

 

(meters)

(meters)

(meters)

%

%

%

(g/t)

(g/t)

%

(g/t)

JT20-112

309.0

311.0

2.0

13.18

0.62

0.18

0.34

5.4

15.44

9.41

Including

310.0

311.0

1.0

19.35

1.09

0.14

0.50

8.6

23.00

14.02

 

 

 

 

 

 

 

 

 

 

 

JT20-114

266.4

285.0

18.6

3.29

0.11

0.83

0.43

32.4

5.57

3.4

Including

268.9

276.7

7.8

6.09

0.21

1.64

0.69

36.4

9.79

6.0

Including

271.3

275.2

3.9

9.09

0.32

2.32

0.80

47.1

13.99

8.5

And

317.6

321.9

4.3

4.73

0.32

0.01

0.31

3.0

6.04

3.7

Including

317.6

320.6

3.0

6.44

0.37

0.01

0.32

3.1

7.88

4.8

And

336.0

339.0

3.0

3.20

0.51

0.01

0.46

3.8

5.23

3.2

Notes: Estimated true thickness is from 60% to 90% of drilled length. Length-weighted intervals are uncapped and calculated based on a 2 g/t gold equivalent cut-off. Gold equivalent (“AuEq”) and Zinc Equivalent (“ZnEq”) is calculated by the same formula and assumptions used to report the JT Deposit NI43-101 Resource (effective date April 29, 2020) with metal prices of $1350/oz gold, $16/oz silver, $2.80/lb copper, $1.20/lb zinc, $1.00/lb lead and does not consider metal recoveries.

About the Johnson Tract Gold Project

Johnson Tract is a poly-metallic (gold, copper, zinc, silver, lead) project located near tidewater, 125 miles (200 kilometers) southwest of Anchorage, Alaska, USA. The 21,000-acre property includes the high-grade Johnson Tract Deposit (“JT Deposit”) and at least nine (9) other mineral prospects over a 12-kilometer strike length. HighGold acquired the Project through a lease agreement with Cook Inlet Region, Inc. (“CIRI”), one of 12 land-based Alaska Native regional corporations created by the Alaska Native Claims Settlement Act of 1971. CIRI is owned by more than 9,100 shareholders who are primarily of Alaska Native descent.

Mineralization at Johnson Tract occurs in Jurassic-age intermediate volcaniclastic rocks and is characterized as epithermal-type with submarine volcanogenic attributes. The JT Deposit is a thick, steeply dipping silicified body (20m to 50m average true thickness) that contains a stockwork of quartz-sulphide veinlets and brecciation, cutting through and surrounded by a widespread zone of anhydrite alteration. The Footwall Copper Zone is located structurally and stratigraphically below JT Deposit and is characterized by copper-silver rich mineralization.

The JT Deposit hosts an Indicated Resource of 2.14 Mt grading 10.93 g/t gold equivalent (“AuEq”) comprised of 6.07 g/t Au, 5.8 g/t Ag, 0.57% Cu, 0.80% Pb and 5.85% Zn. The Inferred Resource of 0.58 Mt grading 7.16 g/t AuEq is comprised of 2.05 g/t Au, 8.7 g/t Ag, 0.54% Cu, 0.33% Pb, and 6.67% Zn. For additional details see NI 43-101 Technical Report titled “Initial Mineral Resource Estimate for the Johnson Tract Project, Alaska” dated June 15, 2020 authored by James N. Gray, P.Geo of Advantage Geoservices Ltd and Brodie A. Sutherland, P.Geo. Gold Equivalent is based on assumed metal prices and 100% recovery and payabilities for Au, Ag, Cu, Pb, and Zn. Assumed metal prices for the Resource are US$1350/oz for gold (Au), US$16/oz for silver (Ag), US$2.80/lb for copper (Cu), US$1.00/lb for lead (Pb), and US$1.20/lb for zinc (Zn) and are based on nominal 3-year trailing averages as of April 1, 2020. Historical metallurgical testing on drill core samples has indicated that good gold and base metal recoveries and marketable concentrates can be expected.

Prior to HighGold, the Project was last explored in the mid-1990s by a mid-tier mining company that evaluated direct shipping material from Johnson to the Premier Mill near Stewart, British Columbia.

About HighGold

HighGold is a mineral exploration company focused on high-grade gold projects located in North America. HighGold’s flagship asset is the high-grade Johnson Tract Gold (Zn-Cu) Project located in accessible Southcentral Alaska, USA. The Company also controls a portfolio of quality gold projects in the greater Timmins gold camp, Ontario, Canada that includes the Munro-Croesus Gold property, which is renowned for its high-grade mineralization, and the large Golden Mile and Golden Perimeter properties. HighGold’s experienced Board and senior management team, are committed to creating shareholder value through the discovery process, careful allocation of capital, and environmentally/socially responsible mineral exploration.

Ian Cunningham-Dunlop, P.Eng., VP Exploration for HighGold Mining Inc. and a qualified person (“QP”) as defined by Canadian National Instrument 43-101, has reviewed and approved the technical information contained in this release.

On Behalf of HighGold Mining Inc.

Darwin Green

President & CEO

Additional notes:

Starting azimuth and dip for drill holes JT20-112 and 114 are 293/-63 and 295/-69 degrees respectively. Samples of drill core were cut by a diamond blade rock saw, with half of the cut core placed in individual sealed polyurethane bags and half placed back in the original core box for permanent storage. Sample lengths typically vary from a minimum 0.5 meter interval to a maximum 2.0 meter interval, with an average 1.0 to 1.5 meter sample length. Drill core samples are shipped by air and transport truck in sealed woven plastic bags to ALS Minerals sample preparation facility in Fairbanks, Alaska for sample preparation and from there by air to ALS Minerals laboratory facility in North Vancouver, BC for analysis. ALS Minerals operate according to the guidelines set out in ISO/IEC Guide 25. Gold is determined by fire-assay fusion of a 50 g sub-sample with atomic absorption spectroscopy (AAS). Samples that return values >100 ppm gold from fire assay and AAS are determined by using fire assay and a gravimetric finish. Various metals including silver, gold, copper, lead and zinc are analyzed by inductively-coupled plasma (ICP) atomic emission spectroscopy, following multi-acid digestion. The elements copper, lead and zinc are determined by ore grade assay for samples that return values >10,000 ppm by ICP analysis. Silver is determined by ore grade assay for samples that return >100 ppm.

The Company has a robust QAQC program that includes the insertion of blanks, standards and duplicates.

Neither 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 statements: This news release includes certain “forward-looking information” within the meaning of Canadian securities legislation and “forward-looking statements” within the meaning of the United States Private Securities Litigation Reform Act of 1995 (collectively “forward looking statements”). Forward-looking statements include predictions, projections and forecasts and are often, but not always, identified by the use of words such as “seek”, “anticipate”, “believe”, “plan”, “estimate”, “forecast”, “expect”, “potential”, “project”, “target”, “schedule”, “budget” and “intend” and statements that an event or result “may”, “will”, “should”, “could” or “might” occur or be achieved and other similar expressions and includes the negatives thereof. All statements other than statements of historical fact included in this release, including, without limitation, statements regarding the Company’s currently ongoing drill program and pending assays are forward-looking statements that involve various risks and uncertainties. There can be no assurance that such statements will prove to be accurate and actual results and future events could differ materially from those anticipated in such statements. Forward-looking statements are based on a number of material factors and assumptions. Important factors that could cause actual results to differ materially from Company’s expectations include actual exploration results, changes in project parameters as plans continue to be refined, results of future resource estimates, future metal prices, availability of capital and financing on acceptable terms, general economic, market or business conditions, uninsured risks, regulatory changes, defects in title, availability of personnel, materials and equipment on a timely basis, accidents or equipment breakdowns, delays in receiving government approvals, unanticipated environmental impacts on operations and costs to remedy same, and other exploration or other risks detailed herein and from time to time in the filings made by the Company with securities regulators. Although the Company has attempted to identify important factors that could cause actual actions, events or results to differ from those described in forward-looking statements, there may be other factors that cause such actions, events or results to differ materially from those anticipated. There can be no assurance that forward-looking statements will prove to be accurate and accordingly readers are cautioned not to place undue reliance on forward-looking statements.

For further information, please visit the HighGold Mining Inc. website at www.highgoldmining.com, or contact:

Darwin Green, President & CEO or Naomi Nemeth, VP Investor Relations

Phone: 1-604-629-1165 or North American toll-free 1-855-629-1165

Email: [email protected].

Website: www.highgoldmining.com

Twitter: @HighgoldMining

KEYWORDS: United States North America Canada Alaska

INDUSTRY KEYWORDS: Mining/Minerals Natural Resources

MEDIA:

Photo
Photo
Figure 1. Johnson Tract Project – 2020 Drill Hole Plan Map with Johnson Tract Deposit and Northeast Offset Target (Photo: Business Wire)
Photo
Photo
Figure 2. Northeast Offset Target – Cross-section with results for holes JT20-112 and 114 (Photo: Business Wire)
Photo
Photo
Plate 1. Core photos of VMS-style mineralization from drillhole JT20-114 (Photo: Business Wire)
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Maxar Completes SPIDER Robotic Arm Critical Design Review

Maxar Completes SPIDER Robotic Arm Critical Design Review

On Track for Shipment to NASA in 2022

WESTMINSTER, Colo.–(BUSINESS WIRE)–
Maxar Technologies (NYSE:MAXR) (TSX:MAXR), a trusted partner and innovator in Earth Intelligence and Space Infrastructure, today announced that the SPace Infrastructure DExterous Robot (SPIDER) it is developing for NASA completed its Critical Design Review (CDR). SPIDER is a robotic assembly and manufacturing demonstration included on NASA’s upcoming On-Orbit Servicing, Assembly and Manufacturing-1 (OSAM-1) mission. With the CDR complete, Maxar remains on track to deliver the SPIDER hardware to NASA in the first half of 2022.

This press release features multimedia. View the full release here: https://www.businesswire.com/news/home/20210310005292/en/

This SPIDER rendering shows the robotic arm assembling individual antenna reflector components into one large reflector. Image Credit: Maxar Technologies

This SPIDER rendering shows the robotic arm assembling individual antenna reflector components into one large reflector. Image Credit: Maxar Technologies

SPIDER will demonstrate the ability to robotically assemble and reconfigure spacecraft components while on-orbit. This revolutionary process could allow satellites, telescopes and other systems to use larger and more powerful components that might not fit into a standard rocket fairing when fully assembled. SPIDER will be integrated with the spacecraft bus Maxar is also building for OSAM-1, which will refuel a government-owned satellite that was not originally designed to be serviced on-orbit. Specifically, for OSAM-1, SPIDER will assemble in space seven individual antenna reflector elements to construct one large, precisely shaped antenna reflector.

Maxar has previously delivered six robotic arms for NASA’s Mars rovers and landers, including the Sample Handling Assembly robotic arm on the recently landed Perseverance Rover.

The SPIDER CDR took place over a four-day period in February and demonstrated that the arm design meets NASA mission requirements. NASA missions undergo multiple rigorous technical and programmatic reviews as they proceed through the phases of development prior to launch. The CDR is one of several NASA mission milestones, culminating with the spacecraft’s launch.

“The innovative robotics technologies we are developing for SPIDER have the potential to enable an entirely new era of space infrastructure,” said Robert Curbeam, Maxar’s Senior Vice President of Space Capture. “SPIDER is one of many game-changing programs we have at Maxar. We hope to see this technology leveraged for a multitude of commercial and government space missions, including commercial satellite servicing, in-space telescope assembly and human exploration on the Moon and beyond under NASA’s Artemis program.”

As part of the OSAM-1 mission, SPIDER will also demonstrate in-space manufacturing using Tethers Unlimited’s MakerSat. MakerSat will manufacture a 10-meter lightweight composite beam, verifying its capability to form large spacecraft structures for future missions. As it manufactures the beam, MakerSat will measure the beam’s straightness and mechanical properties to determine if it is built to prescribed requirements.

Maxar first announced it was selected by NASA’s Space Technology Mission Directorate to perform an in-space assembly demonstration using a lightweight robotic arm in January 2020. Maxar is working in partnership with the West Virginia Robotic Technology Center on independent verification of SPIDER’s capabilities through multiple performance studies to increase the reliability of in-space assembly tasks.

About Maxar

Maxar is a trusted partner and innovator in Earth Intelligence and Space Infrastructure. We deliver disruptive value to government and commercial customers to help them monitor, understand and navigate our changing planet; deliver global broadband communications; and explore and advance the use of space. Our unique approach combines decades of deep mission understanding and a proven commercial and defense foundation to deploy solutions and deliver insights with unrivaled speed, scale and cost effectiveness. Maxar’s 4,300 team members in over 20 global locations are inspired to harness the potential of space to help our customers create a better world. Maxar trades on the New York Stock Exchange and Toronto Stock Exchange as MAXR. For more information, visit www.maxar.com.

Forward-Looking Statements

Certain statements and other information included in this release constitute “forward-looking information” or “forward-looking statements” (collectively, “forward-looking statements”) under applicable securities laws. Statements including words such as “may”, “will”, “could”, “should”, “would”, “plan”, “potential”, “intend”, “anticipate”, “believe”, “estimate” or “expect” and other words, terms and phrases of similar meaning are often intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words. Forward-looking statements involve estimates, expectations, projections, goals, forecasts, assumptions, risks and uncertainties, as well as other statements referring to or including forward-looking information included in this presentation.

Forward-looking statements are subject to various risks and uncertainties which could cause actual results to differ materially from the anticipated results or expectations expressed in this presentation. As a result, although management of the Company believes that the expectations and assumptions on which such forward-looking statements are based are reasonable, undue reliance should not be placed on the forward-looking statements because the Company can give no assurance that they will prove to be correct. The risks that could cause actual results to differ materially from current expectations include, but are not limited to, the risk factors and other disclosures about the Company and its business included inthe Company’s continuous disclosure materials filed from time to time with U.S. securities and Canadian regulatory authorities, which are available online under the Company’s EDGAR profile at www.sec.gov, under the Company’s SEDAR profile at www.sedar.com or on the Company’s website at www.maxar.com.

The forward-looking statements contained in this release are expressly qualified in their entirety by the foregoing cautionary statements. All such forward-looking statements are based upon data available as of the date of this presentation or other specified date and speak only as of such date. The Company disclaims any intention or obligation to update or revise any forward-looking statements in this presentation as a result of new information or future events, except as may be required under applicable securities legislation.

Investor Relations Contact:

Jason Gursky

Maxar VP, Investor Relations and Corporate Treasurer

1-303-684-2207

[email protected]

Media Contact:

Abby Dickes

Maxar, Government Marketing & Communications Manager

1-202-750-0914

[email protected]

KEYWORDS: United States North America Canada Colorado

INDUSTRY KEYWORDS: Communications Satellite Technology Aerospace Manufacturing Hardware Public Relations/Investor Relations

MEDIA:

Photo
Photo
This SPIDER rendering shows the robotic arm assembling individual antenna reflector components into one large reflector. Image Credit: Maxar Technologies

InDex Pharmaceuticals presents at Barclays Global Healthcare Conference and Carnegie Nordic Virtual Healthcare Seminar

PR Newswire

STOCKHOLM, March 10, 2021 /PRNewswire/ — InDex Pharmaceuticals Holding AB (publ) today announced that CEO Peter Zerhouni will present the company at Barclays Global Healthcare Conference on Thursday March 11, 2021 and at Carnegie Nordic Virtual Healthcare Seminar on Friday March 12, 2021, both at 13:30 CET.

The presentation at Barclays Global Healthcare Conference can be followed live or seen afterwards at https://kvgo.com/2021-global-healthcare-conference/index-pharma-march-2021, and will also be available on InDex’s website (www.indexpharma.com) after the event.

For more information:

Peter Zerhouni, CEO
Phone: +46 8 122 038 50
E-mail: [email protected]

Publication

The information was submitted for publication through the agency of the contact person set out above at 11:30 CET on March 10, 2021.

InDex Pharmaceuticals in brief

InDex is a pharmaceutical development company focusing on immunological diseases where there is a high unmet medical need for new treatment options. The Company’s lead asset is the drug candidate cobitolimod, which is in late stage clinical development for the treatment of moderate to severe ulcerative colitis – a debilitating, chronic inflammation of the large intestine. InDex has also developed a platform of patent protected discovery stage substances, so called DNA based ImmunoModulatory Sequences (DIMS), with the potential to be used in the treatment of various immunological diseases.

InDex is based in Stockholm, Sweden. The Company’s shares (ticker INDEX) are traded on Nasdaq First North Growth Market. Redeye AB with email address [email protected]  and phone number +46 8 121 576 90 is the Company’s Certified Adviser. For more information, please visit www.indexpharma.com.

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InDex Pharmaceuticals presents at Barclays Global Healthcare Conference and Carnegie Nordic Virtual Healthcare Seminar

 

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SOURCE Index Pharmaceuticals