Carnival Corporation & plc Announces Closing of an Equity Offering and Repurchase of Convertible Notes

PR Newswire

MIAMI, Nov. 19, 2020 /PRNewswire/ — Carnival Corporation & plc (NYSE/LSE: CCL; NYSE: CUK), today announced that Carnival Corporation (the “Corporation”) has closed its previously announced registered direct offering of 49.2 million shares of its common stock at a price of $18.05 per share to a limited number of holders of its 5.75% Convertible Senior Notes due 2023 (the “Convertible Notes”). The Corporation used the proceeds from this closing to repurchase $427.9 million principal amount of its Convertible Notes in privately negotiated transactions.

The Corporation expects to close an additional 8.2 million shares as part of the registered direct offering on November 20, 2020. The Corporation intends to use the net proceeds from the November 20, 2020 closing to repurchase an additional $71.5 million principal amount of its Convertible Notes in a privately negotiated transaction.

Following these note repurchases, an aggregate of $627.5 million principal amount of the Corporation’s Convertible Notes will remain outstanding.

Goldman Sachs & Co. LLC acted as the exclusive placement agent for the registered direct offering. PJT Partners LP served as independent financial advisor to the Corporation for the registered direct offering. A shelf registration statement relating to the shares was previously filed with the U.S. Securities and Exchange Commission (“SEC”) and is effective. The registered direct offering was made only by means of a prospectus supplement and an accompanying base prospectus. A prospectus supplement and accompanying base prospectus relating to the registered direct offering have been filed with the SEC and are available on the SEC’s website at www.sec.gov. Copies of the prospectus supplement and accompanying base prospectus relating to the registered direct offering may be obtained from Goldman Sachs & Co. LLC, Prospectus Department, 200 West Street, New York, New York 10282, telephone: 1-866-471-2526, facsimile: 212-902-9316 or by emailing [email protected]).

This press release does not constitute an offer to sell or a solicitation of an offer to buy shares of common stock or any other securities and shall not constitute an offer, solicitation or sale in any jurisdiction in which such an offer, solicitation or sale would be unlawful prior to the registration and qualification under the securities laws of such state or jurisdiction.

About Carnival Corporation & plc

Carnival Corporation & plc is one of the world’s largest leisure travel companies with a portfolio of nine of the world’s leading cruise lines. With operations in North America, Australia, Europe and Asia, its portfolio features Carnival Cruise Line, Princess Cruises, Holland America Line, Seabourn, P&O Cruises (Australia), Costa Cruises, AIDA Cruises, P&O Cruises (UK) and Cunard.

Cautionary Note Concerning Factors That May Affect Future Results

Carnival Corporation and Carnival plc and their respective subsidiaries are referred to collectively in this press release as “Carnival Corporation & plc,” “our,” “us” and “we.” Some of the statements, estimates or projections contained in this document are “forward-looking statements” that involve risks, uncertainties and assumptions with respect to us, including some statements concerning the financing transactions described herein, future results, operations, outlooks, plans, goals, reputation, cash flows, liquidity and other events which have not yet occurred. These statements are intended to qualify for the safe harbors from liability provided by Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. All statements other than statements of historical facts are statements that could be deemed forward-looking. These statements are based on current expectations, estimates, forecasts and projections about our business and the industry in which we operate and the beliefs and assumptions of our management. We have tried, whenever possible, to identify these statements by using words like “will,” “may,” “could,” “should,” “would,” “believe,” “depends,” “expect,” “goal,” “anticipate,” “forecast,” “project,” “future,” “intend,” “plan,” “estimate,” “target,” “indicate,” “outlook,” and similar expressions of future intent or the negative of such terms.

Forward-looking statements include those statements that relate to our outlook and financial position including, but not limited to, statements regarding:

  • Pricing
  • Booking levels
  • Occupancy
  • Interest, tax and fuel expenses
  • Currency exchange rates
  • Net cruise costs, excluding fuel per available lower berth day
  • Estimates of ship depreciable lives and residual values
  • Goodwill, ship and trademark fair values
  • Liquidity and credit ratings
  • Adjusted earnings per share
  • The impact of the COVID-19 coronavirus global pandemic on our financial condition and results of operations

Because forward-looking statements involve risks and uncertainties, there are many factors that could cause our actual results, performance or achievements to differ materially from those expressed or implied by our forward-looking statements. This note contains important cautionary statements of the known factors that we consider could materially affect the accuracy of our forward-looking statements and adversely affect our business, results of operations and financial position. Additionally, many of these risks and uncertainties are currently amplified by and will continue to be amplified by, or in the future may be amplified by, the COVID-19 outbreak. It is not possible to predict or identify all such risks. There may be additional risks that we consider immaterial or which are unknown.  These factors include, but are not limited to, the following:

  • COVID-19 has had, and is expected to continue to have, a significant impact on our financial condition and operations, which impacts our ability to obtain acceptable financing to fund resulting reductions in cash from operations. The current, and uncertain future, impact of the COVID-19 outbreak, including its effect on the ability or desire of people to travel (including on cruises), is expected to continue to impact our results, operations, outlooks, plans, goals, reputation, litigation, cash flows, liquidity, and stock price;
  • As a result of the COVID-19 outbreak, we may be out of compliance with a maintenance covenant in certain of our debt facilities, for which we have waivers for the period through November 30, 2021 with the next testing date of February 28, 2022;
  • World events impacting the ability or desire of people to travel may lead to a decline in demand for cruises;
  • Incidents concerning our ships, guests or the cruise vacation industry as well as adverse weather conditions and other natural disasters may impact the satisfaction of our guests and crew and lead to reputational damage;
  • Changes in and non-compliance with laws and regulations under which we operate, such as those relating to health, environment, safety and security, data privacy and protection, anti-corruption, economic sanctions, trade protection and tax may lead to litigation, enforcement actions, fines, penalties and reputational damage;
  • Breaches in data security and lapses in data privacy as well as disruptions and other damages to our principal offices, information technology operations and system networks, including the recent ransomware incident, and failure to keep pace with developments in technology may adversely impact our business operations, the satisfaction of our guests and crew and lead to reputational damage;
  • Ability to recruit, develop and retain qualified shipboard personnel who live away from home for extended periods of time may adversely impact our business operations, guest services and satisfaction;
  • Increases in fuel prices, changes in the types of fuel consumed and availability of fuel supply may adversely impact our scheduled itineraries and costs;
  • Fluctuations in foreign currency exchange rates may adversely impact our financial results;
  • Overcapacity and competition in the cruise and land-based vacation industry may lead to a decline in our cruise sales, pricing and destination options;
  • Geographic regions in which we try to expand our business may be slow to develop or ultimately not develop how we expect; and
  • Inability to implement our shipbuilding programs and ship repairs, maintenance and refurbishments may adversely impact our business operations and the satisfaction of our guests.

The ordering of the risk factors set forth above is not intended to reflect our indication of priority or likelihood.

Forward-looking statements should not be relied upon as a prediction of actual results. Subject to any continuing obligations under applicable law or any relevant stock exchange rules, we expressly disclaim any obligation to disseminate, after the date of this document, any updates or revisions to any such forward-looking statements to reflect any change in expectations or events, conditions or circumstances on which any such statements are based.

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SOURCE Carnival Corporation & plc

Turtle Beach & TIDAL Bring Gaming & Music Closer Together Through Expanded Partnership Featuring Top Artists

Turtle Beach x TIDAL Partnership Brings Gamers Exclusive Content, Artist-Curated Playlists, and Product Giveaways Beginning with Renowned R&B Artist R.LUM.R

PR Newswire

SAN DIEGO, Nov. 19, 2020 /PRNewswire/ — Leading gaming accessory brand Turtle Beach (Nasdaq: HEAR) and global music and entertainment streaming platform, TIDAL, have expanded their ongoing partnership focusing on the intersection of gaming and music. The partnership will now feature exclusive content drops, artist-curated playlists and product giveaways, and it all kicks-off with R.LUM.R. The first of many artist-driven activations, the R&B sensation and gaming aficionado has put together a custom giveaway including a three-month TIDAL Premium subscription and custom-made Turtle Beach Elite Pro 2 gaming headset. Additional artists across a variety of genres, all who are avid gamers and members of the gaming community, will be revealed over the next year. As new artists are unveiled, each will provide fans with engaging content, autographed products, plus their choice of the latest gaming gear from Turtle Beach and its ROCCAT PC brand.

“We’re excited to broaden our partnership with TIDAL and their collection of unique artists, and to continue exploring the touchpoints where gaming and music intersect,” said Ryan Dell, SVP of Global Marketing at Turtle Beach. “We’re looking forward to working with TIDAL, R.LUM.R, and many more amazing artists as we create and share truly engaging content that shows the large and positive impact gaming and music plays in their lives.”

Gaming and music continue to come to life through TIDAL’s Gaming Moods module, where members access a series of playlists designed for gamers to enjoy while playing their favorite games. Featuring 21 video game soundtracks and 12 mood playlists, fans can revisit classic hits from video game franchises. Tracks include Guns N Roses “Welcome to the Jungle” from Madden, The Internet’s “Special Affair,” and a variety of additional mellow or charged-up tracks to suit the mood. TIDAL members can access the playlists on TIDAL.com/gaming.

To celebrate the new partnership and welcome R.LUM.R into the family, Turtle Beach and renowned collab artist and sneaker guru, Kickstradomis, created a custom Stealth 600 Gen 2headset that evokes R.LUM.R ‘s style.

For giveaways, Turtle Beach and ROCCAT are offering gamers some of the best gaming accessories in the industry. In addition to Turtle Beach’s flagship Elite Pro 2 headset for the R.LUM.R giveaway, gamers will also see opportunities to get their ears into the all-new Stealth 600 & 700 Gen 2wireless headsets. The Gen 2 models are the successors to the brand’s original best-selling wireless headsets and are compatible with both the new Xbox Series X|S and PS5™ as well as the Xbox One and PS4™. PC gamers looking to update their desktop battle station will have access to ROCCAT’s latest award-winning PC accessories, including the all-new Elo series PC headsets, its highly acclaimed Vulcan series keyboards, Burst series mice and more.

To learn more about TIDAL and Turtle Beach’s new digital program, visit TIDAL.com/TurtleBeach. For more information on Turtle Beach products and accessories, visit www.turtlebeach.com and be sure to follow Turtle Beach on Facebook, Twitter and Instagram. For more information ROCCAT’s line-up of high-quality, German-engineered PC gaming accessories, visit ROCCAT.org, and be sure to follow ROCCAT on Twitter, Instagram, Facebook, and YouTube.


About TIDAL


TIDAL is an artist-owned global music and entertainment platform that brings artists and fans closer together through unique original content and exclusive events. Available in 56 countries, the streaming service has more than 70 million songs and 250,000 high quality videos in its catalog along with original video series, podcasts, thousands of expertly curated playlists and artist discovery via TIDAL Rising. With the commitment of its owners to create a more sustainable model for the music industry, TIDAL is available in premium and HiFi tiers—recordings which includes Master Quality Authenticated (MQA), Sony’s 360 Reality Audio recordings, and Dolby Atmos Music.


About Turtle Beach Corporation


Turtle Beach Corporation (corp.turtlebeach.com) is one of the world’s leading gaming accessory providers. The Turtle Beach brand (www.turtlebeach.com) is known for pioneering first-to-market features and patented innovations in high-quality, comfort-driven headsets for all levels of gamer, making it a fan-favorite brand and the market leader in console gaming audio for the last decade. Turtle Beach’s ROCCAT brand (www.roccat.org) combines detail-loving German innovation with a genuine passion for designing the best PC gaming products. Under the ROCCAT brand, Turtle Beach creates award-winning keyboards, mice, headsets, mousepads, and other PC accessories. Turtle Beach’s shares are traded on the Nasdaq Exchange under the symbol: HEAR.

Cautionary Note on Forward-Looking Statements

This press release includes forward-looking information and statements within the meaning of the federal securities laws. Except for historical information contained in this release, statements in this release may constitute forward-looking statements regarding assumptions, projections, expectations, targets, intentions or beliefs about future events. Statements containing the words “may”, “could”, “would”, “should”, “believe”, “expect”, “anticipate”, “plan”, “estimate”, “target”, “project”, “intend” and similar expressions constitute forward-looking statements. Forward-looking statements involve known and unknown risks and uncertainties, which could cause actual results to differ materially from those contained in any forward-looking statement. Forward-looking statements are based on management’s current belief, as well as assumptions made by, and information currently available to, management.

While the Company believes that its expectations are based upon reasonable assumptions, there can be no assurances that its goals and strategy will be realized. Numerous factors, including risks and uncertainties, may affect actual results and may cause results to differ materially from those expressed in forward-looking statements made by the Company or on its behalf. Some of these factors include, but are not limited to, risks related to the substantial uncertainties inherent in the acceptance of existing and future products, the difficulty of commercializing and protecting new technology, the impact of competitive products and pricing, general business and economic conditions, risks associated with the expansion of our business including the implementation of any businesses we acquire, our indebtedness, the outcome of our HyperSound strategic review process, the Company’s liquidity, and other factors discussed in our public filings, including the risk factors included in  the Company’s most recent Quarterly Report on Form 10-Q, the Company’s most recent Annual Report on Form 10-K, and the Company’s other periodic reports. Except as required by applicable law, including the securities laws of the United States and the rules and regulations of the Securities and Exchange Commission, the Company is under no obligation to publicly update or revise any forward-looking statement after the date of this release whether as a result of new information, future developments or otherwise.

All trademarks are the property of their respective owners.

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SOURCE Turtle Beach Corporation

Sudhakar Kesavan to Retire as ICF Executive Chairman

CEO John Wasson to Assume Board Chair Role on January 1

PR Newswire

FAIRFAX, Va., Nov. 19, 2020 /PRNewswire/ — ICF (NASDAQ: ICFI), a global consulting and digital services provider, announced that Sudhakar Kesavan will retire from the company’s board of directors on December 31. The board has approved a succession plan that appoints John Wasson, President and CEO, to the additional position of chairman of the board, effective January 1.

Kesavan has served as ICF’s chair of the board and CEO from 1999 until 2019, when he became executive chairman. During his tenure, Kesavan guided ICF through an extended period of expansion that included over 20 acquisitions and growth in annual revenues from $100 million to $1.5 billion.

“It has been an honor to lead ICF through its transformation over the past 20+ years,” Kesavan said. “I have worked with and benefited from so many talented colleagues and I am proud of what we have accomplished together. ICF has grown rapidly and we have built a mission-driven company that addresses some of the most critical issues of our time. I am immensely proud of the positive impact of ICF’s work. I am confident that John and our excellent management team will drive continued growth and maintain our unique and vibrant culture.”  

“Sudhakar’s leadership and vision have helped establish ICF as one of the most dynamic success stories in the industry, and it has been a privilege to work alongside him for over 30 years,” said Wasson. “Sudhakar was instrumental in creating a strategy that has benefited all our stakeholders – our employees, our clients and our shareholders – and we are committed to continuing to execute on that strategy.”

“The board is extraordinarily grateful to Sudhakar for his incredible leadership, significant accomplishments, and strategic contributions that will have a lasting impact,” said Eileen Auen, lead independent director of ICF’s board of directors. “We are confident that the strong foundation of growth Sudhakar helped build, coupled with a highly capable executive leadership team led by John Wasson, will allow ICF to continue to drive growth and stakeholder value well into the future.”

“It has been a distinct privilege and honor to work with Sudhakar since ICF’s IPO in 2006,” said Srikant Datar, incoming dean of Harvard Business School effective January 1, and chair of the Governance Committee of ICF’s board of directors. “His vision and farsightedness, passion for making ICF both good and great, courageous decision-making, and innovative thinking has inspired everyone he has touched. And it has resulted in ICF’s spectacular impact and performance. Sudhakar is an incredible leader and I know John and his team will continue to build on this fantastic legacy.”     

Kesavan joined ICF in 1983 as an associate, served in several positions of increasing responsibility, and was appointed CEO in 1999. He led ICF to its successful IPO in 2006 and expanded its operations from a primarily Washington D.C.-based firm to locations across North America, as well as in Europe, Asia, and Africa. He also progressively diversified the company’s portfolio, which has resulted in the company on average doubling its revenue every five years for the past two decades. Kesavan also led the effort for ICF to become the first professional services firm in the world to achieve carbon neutral status in 2006.

A leading executive in the professional services industry, Kesavan was named a “Tech Titan” by Washingtonian Magazine, and was inducted into the Washington Business Hall of Fame in 2014. In 2009, he was named “Executive of the Year” by the U.S. Professional Services Council.

Kesavan will remain active in advising organizations on governance and strategy issues. Kesavan currently serves as the chairman of the board of directors at ABM (NYSE: ABM). He sits on the board of trustees for the non-profit Inova Health System in Northern Virginia and the External Advisory Board of the Institute for Data, Systems and Society (IDSS) at the Massachusetts Institute of Technology. 

About ICF
ICF is a global consulting services company with over 7,000 full- and part-time employees, but we are not your typical consultants. At ICF, business analysts and policy specialists work together with digital strategists, data scientists and creatives. We combine unmatched industry expertise with cutting-edge engagement capabilities to help organizations solve their most complex challenges. Since 1969, public and private sector clients have worked with ICF to navigate change and shape the future. Learn more at icf.com.


Caution Concerning Forward-looking Statements


Statements that are not historical facts and involve known and unknown risks and uncertainties are “forward-looking statements” as defined in the Private Securities Litigation Reform Act of 1995. Such statements may concern our current expectations about our future results, plans, operations and prospects and involve certain risks, including those related to the government contracting industry generally; our particular business, including our dependence on contracts with U.S. federal government agencies; our ability to acquire and successfully integrate businesses; and the effects of the novel coronavirus disease (COVID-19) and related federal, state and local government actions and reactions on the health of our staff and that of our clients, the continuity of our and our clients’ operations, our results of operations and our outlook. These and other factors that could cause our actual results to differ from those indicated in forward-looking statements THAT are included in the “Risk Factors” section of our securities filings with the Securities and Exchange Commission. The forward-looking statements included herein are only made as of the date hereof, and we specifically disclaim any obligation to update these statements in the future.

Contact: Lauren Dyke, [email protected], +1571.373.5577

 

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SOURCE ICF

Parsons Completes Acquisition of Braxton Science & Technology Group

PR Newswire

CENTREVILLE, Va., Nov. 19, 2020 /PRNewswire/ — Parsons Corporation (NYSE:PSN) announced today that it has completed its previously announced acquisition of Braxton Science & Technology Group, LLC (Braxton) and its subsidiaries in a deal valued at $300 million ($258 million less the tax asset). The transaction is consistent with Parsons’ strategy of acquiring high-growth defense and intelligence companies with software and hardware intellectual property that enhance its technology and transactional revenue growth and margin profile.

The strategic acquisition is Parsons’ fourth acquisition since 2018. The acquisition increases Parsons’ solutions, products, and capabilities in the space, cyber, and intelligence markets. Braxton will be integrated into Parsons’ space and geospatial solutions market, adding more than 370 employees, 80% of whom hold security clearances.

Headquartered in Colorado Springs, Colorado, Braxton operates at the forefront of satellite operations, ground system automation, flight dynamics, and spacecraft and antenna simulation for the U.S. Department of Defense and Intelligence Community. These capabilities position Parsons to capitalize on the quickly evolving space missions of its national security space customers and address rapid market growth driven by proliferated low earth orbit constellations, small satellite expansion, and space cyber resiliency.

To learn more about Parsons history of successful acquisition and growth strategy, please visit: https://www.parsons.com/about/acquisitions/

About Parsons:

Parsons (NYSE: PSN) is a leading disruptive technology provider in the global defense, intelligence, and critical infrastructure markets, with capabilities across cybersecurity, missile defense, space, connected infrastructure, and smart cities. Please visit Parsons.com and follow us on LinkedIn and Facebook to learn how we’re making an impact.

Forward-Looking Statements

This presentation contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements are based on our current expectations, beliefs and assumptions, and are not guarantees of future performance. Forward-looking statements are inherently subject to uncertainties, risks, changes in circumstances, trends and factors that are difficult to predict, many of which are outside of our control. Accordingly, actual performance, results and events may vary materially from those indicated in the forward-looking statements, and you should not rely on the forward-looking statements as predictions of future performance, results or events. Numerous factors could cause actual future performance, results and events to differ materially from those indicated in the forward-looking statements, including, among others: any issue that compromises our relationships with the U.S. federal government or its agencies or other state, local or foreign governments or agencies; any issues that damage our professional reputation; changes in governmental priorities that shift expenditures away from agencies or programs that we support; our dependence on long-term government contracts, which are subject to the government’s budgetary approval process; the size of our addressable markets and the amount of government spending on private contractors; failure by us or our employees to obtain and maintain necessary security clearances or certifications; failure to comply with numerous laws and regulations; changes in government procurement, contract or other practices or the adoption by governments of new laws, rules, regulations and programs in a manner adverse to us; the termination or nonrenewal of our government contracts, particularly our contracts with the U.S. federal government; our ability to compete effectively in the competitive bidding process and delays, contract terminations or cancellations caused by competitors’ protests of major contract awards received by us; our ability to generate revenue under certain of our contracts; any inability to attract, train or retain employees with the requisite skills, experience and security clearances; the loss of members of senior management or failure to develop new leaders; misconduct or other improper activities from our employees or subcontractors; our ability to realize the full value of our backlog and the timing of our receipt of revenue under contracts included in backlog; changes in the mix of our contracts and our ability to accurately estimate or otherwise recover expenses, time and resources for our contracts; changes in estimates used in recognizing revenue; internal system or service failures and security breaches; and inherent uncertainties and potential adverse developments in legal proceedings, including litigation, audits, reviews and investigations, which may result in materially adverse judgments, settlements or other unfavorable outcomes. These factors are not exhaustive and additional factors could adversely affect our business and financial performance. For a discussion of additional factors that could materially adversely affect our business and financial performance, see the factors included under the caption “Risk Factors” in our Registration Statement on Form S-1 and our other filings with the Securities and Exchange Commission. All forward-looking statements are based on currently available information and speak only as of the date on which they are made. We assume no obligation to update any forward-looking statement made in this presentation that becomes untrue because of subsequent events, new information or otherwise, except to the extent we are required to do so in connection with our ongoing requirements under federal securities laws.

Media Contact:
Bryce McDevitt
+1 703.851.4425
[email protected]  

Investor Relations Contact:
Dave Spille
+ 1 571.655.8264
[email protected]

 

 

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SOURCE Parsons Corporation

Purple Innovation Announces Voluntary Delisting of Warrants

PR Newswire

LEHI, Utah, Nov. 19, 2020 /PRNewswire/ — Purple Innovation, Inc. (NASDAQ: PRPL) (“the Company”), the leader in comfort innovation and the creator of the renowned Purple® Mattress, announced that it has notified the Nasdaq Stock Market of its intention to voluntarily withdraw the Nasdaq listing of its warrants to purchase common stock (NASDAQ: PRPLW) that will remain outstanding following the completion of the Company’s previously announced redemption of certain outstanding warrants. The listing of the Company’s Class A common stock, which is traded on Nasdaq under the ticker symbol “PRPL,” will not be affected by the delisting of the Company’s warrants.

The company currently has outstanding (i) warrants that were issued in the initial public offering of the Company’s predecessor (the “Public Warrants”), (ii) warrants that were issued in a private placement (the “Sponsor Warrants”), and (iii) warrants that were issued to certain lenders in connection with the closing of the Amended and Restated Credit Agreement dated February 26, 2019 (the “Incremental Loan Warrants”). The Public Warrants and Sponsor Warrants are listed on The Nasdaq Stock Market and currently trade under the symbol “PRPLW.”

As previously announced, the Company provided notice to the holders of the Public Warrants and the Incremental Loan Warrants that their warrants will be redeemed in accordance with the terms of such warrants on November 30, 2020 (the “Redemption”).

After the effectiveness of the Redemption on November 30, 2020, the Company anticipates that the remaining outstanding warrants of the Company will consist of approximately 8.5 million Sponsor Warrants, exercisable for approximately 4.25 million shares of Class A Common Stock, which are currently only held by 16 warrant holders.

The holders of the remaining Sponsor Warrants have the right to exercise their warrants for cash at a price of $11.50 per share or on a cashless basis at any time. If holders of the Sponsor Warrants subsequently transfer their warrants, other than to certain permitted transferees, those transferred warrants would be subject to redemption by the Company provided that the conditions for redemption are satisfied.

Given the limited number of warrant holders remaining after the Redemption, and the Company’s right to potentially redeem transferred warrants, the Company believes that trading activity in the warrants will be limited following the Redemption, which could negatively affect the liquidity of the warrants. Based on these considerations, combined with the costs associated with the continued listing of the warrants, the Company believes that continued listing of the warrants is not necessary. On November 13, 2020, the Board of Directors of the Company determined that it is in the best interests of the Company to voluntarily withdraw the listing of the remaining warrants from Nasdaq following the Redemption.

Accordingly, on November 19, 2020, the Company notified Nasdaq of its intent to withdraw the warrants from listing on Nasdaq. The Company intends to file a Form 25 with the SEC on November 30, 2020 relating to the warrants, with the delisting to be effective ten days thereafter.

About Purple

Purple is a digitally-native vertical brand with a mission to help people feel and live better through innovative comfort solutions. We design and manufacture a variety of innovative, premium, branded comfort products, including mattresses, pillows, cushions, frames, sheets and more. Our products are the result of over 25 years of innovation and investment in proprietary and patented comfort technologies and the development of our own manufacturing processes. Our proprietary gel technology, Hyper-Elastic Polymer®, underpins many of our comfort products and provides a range of benefits that differentiate our offerings from other competitors’ products. We market and sell our products through our direct-to-consumer online channels, traditional retail partners, third-party online retailers and our owned retail showrooms. For more information on Purple, visit purple.com.

Investor Contact:

Brendon Frey, ICR
[email protected]
203-682-8200

Purple Innovation, Inc.

Misty Bond

Director of Purple Communications
[email protected]
385-498-1851

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SOURCE Purple Innovation, Inc.

ClearSign Technologies Corporation Announces Third Quarter 2020 Results

Hosting call at 5pm ET (2pm PT)

PR Newswire

  

SEATTLE, Nov. 19, 2020 /PRNewswire/ — ClearSign Technologies Corporation (Nasdaq: CLIR) (“ClearSign” or the “Company”), an emerging leader in industrial combustion and sensing technologies that improve energy, operational efficiency and safety while dramatically reducing emissions, today provides an update on operations for the quarter ended on September 30, 2020. 

“We had a very successful quarter in terms of setting up ClearSign for future growth,” said Jim Deller, Ph.D., Chief Executive Officer of ClearSign.  “We entered the quarter by announcing our collaborative partnership with Zeeco for process burners.  As I’ve said before, we couldn’t have asked for a better partner.  On the heels of that, we bolstered our balance sheet to give us ongoing flexibility.  Most recently, we have been able to get boots on the ground in China to restart our boiler burner demonstrations.  Our first sensor product, the ClearSign Eye™ is commercially ready and our sales team is seeking our first installations,” continued Dr. Deller.  “Our initial process burner project is progressing well in testing, and we just announced another multi-burner order to execute for a major infrastructure company.  We have a busy schedule for the coming weeks and months but we are very confident in our ability to deliver.”

Recent strategic and operational highlights during and subsequent to the third quarter 2020 include:

  • Received Multi-Unit Process Burner Order for Major Energy Infrastructure Company: The order is for three burners to be installed in an existing process heater at a California storage and transportation terminal. The burners were sold and will be installed by ClearSign’s channel affiliate, California Boiler, who will be a subcontractor to the overall project management company, R. A. Nichols Engineering.  ClearSign’s technology was selected in place of traditional selective catalytic reduction (SCR) equipment that was originally earmarked for this project.
  • Announced Collaborative Alliance with Zeeco, Inc. to Develop a Joint Product Line of Process Burners: The parties expect to jointly develop, sell and supply a product line of best in class ultra-low NOx burners for the global oil processing and petrochemical industries by combining the Company’s ClearSign Core™ technology with the engineering, global manufacturing and sales footprint of Zeeco. The agreement is contingent on a successful burner validation test at the Zeeco test facility.  We expect the validation test to be completed in the near future.
  • Completed a Public Stock Offering: The Company completed an offering of 2,587,500 shares of its common stock at a public offering price of $2.00 per share.  The total offering included 337,500 shares issued as a result of the underwriter’s exercise in full of its over-allotment option. Gross proceeds to ClearSign from this offering were approximately $5,175,000. 
  • Exercise in Full of the Purchase Right held by clirSPV LLC: Pursuant to the Purchase Right described in the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on August 21, 2020, clirSPV LLC, the Company’s largest shareholder, exercised the Purchase Right in full and purchased a total of 654,425 unregistered shares of common stock at a price of $2.00 per share for proceeds totaling approximately $1,309,000.

Cash, cash equivalents and short term investments were approximately $10,600,000 on September 30, 2020.

Shares outstanding at September 30, 2020 totaled 30,043,186.

The Company will be hosting a call at 5:00 PM ET today.  Investors interested in participating on the live call can dial 1-866-372-4653 within the U.S. or 1-412-902-4217 from abroad. Investors can also access the call online through a listen-only webcast at  https://www.webcaster4.com/Webcast/Page/987/38741 or on the investor relations section of the Company’s website at http://ir.clearsign.com/overview.

The webcast will be archived on the Company’s investor relations website for at least 90 days and a telephonic playback of the conference call will be available by calling 1-877-344-7529 within the U.S. or 1-412-317-0088 from abroad. Conference ID 10149938. The telephonic playback will be available for 7 days after the conference call.

About ClearSign Technologies Corporation

ClearSign Technologies Corporation designs and develops products and technologies for the purpose of improving key performance characteristics of industrial and commercial combustion and fuel safety systems, including operational performance, energy efficiency, emission reduction, safety and overall cost-effectiveness. Our patented technologies, embedded in established OEM products as ClearSign Core™ and ClearSign Eye™ and other sensing configurations, enhance the performance of combustion systems and fuel safety systems in a broad range of markets, including the energy (upstream oil production and down-stream refining), commercial/industrial boiler, chemical, petrochemical, transport and power industries. For more information, please visit www.clearsign.com.

Cautionary note on forward-looking statements

All statements in this press release that are not based on historical fact are “forward-looking statements.” You can find many (but not all) of these statements by looking for words such as “approximates,” “believes,” “hopes,” “expects,” “anticipates,” “estimates,” “projects,” “intends,” “plans,” “would,” “should,” “could,” “may,” “will” or other similar expressions. While management has based any forward-looking statements included in this press release on its current expectations, the information on which such expectations were based may change. These forward-looking statements rely on a number of assumptions concerning future events and are subject to a number of risks, uncertainties and other factors, many of which are outside of our control, that could cause actual results to materially differ from such statements. Such risks, uncertainties and other factors include, but are not limited to, general business and economic conditions, the performance of management and our employees, our ability to obtain financing, competition, whether our technology will be accepted and adopted and other factors identified in our Annual Report on Form 10-K filed with the Securities and Exchange Commission and available at www.sec.gov and other factors that are detailed in our periodic and current reports available for review at www.sec.gov. Furthermore, we operate in a competitive environment where new and unanticipated risks may arise. Accordingly, investors should not place any reliance on forward-looking statements as a prediction of actual results. We disclaim any intention to, and, except as may be required by law, undertake no obligation to, update or revise forward-looking statements to reflect events or circumstances that subsequently occur or of which we hereafter become aware.

 


ClearSign Technologies Corporation


Statements of Operations



(unaudited)


For the Three Months Ended
September 30,


For the Nine Months Ended
September 30,


2020


2019


2020


2019

Sales

$               –

$               –

$                 –

$                –

Cost of goods sold including warranty adjustment (see note 5)


180,000




27,000


1,000

Gross profit (loss)


(180,000)




(27,000)


(1,000)

Operating expenses:

Research and development, net of grants

362,000

796,000

1,590,000

2,563,000

General and administrative

1,135,000

1,342,000

3,459,000

4,399,000

Total operating expenses

1,497,000

2,138,000

5,049,000

6,962,000

Loss from operations 

(1,677,000)

(2,138,000)

(5,076,000)

(6,963,000)

Interest income, net

30,000

1,000

100,000

Net loss

$(1,677,000)

$(2,108,000)

$  (5,075,000)

$ (6,863,000)

Net Loss per share

$         (0.06)

$         (0.08)

$           (0.19)

$          (0.26)


Balance Sheets



(unaudited)


September 30,


December 31,


2020


2019



ASSETS

Current Assets:

Cash and cash equivalents

$  10,647,000

$   8,552,000

Contract assets

237,000

39,000

Prepaid expenses and other assets


438,000


391,000

Total current assets 

11,322,000

8,982,000

Fixed assets, net, and other assets

480,000

675,000

Patents and other intangible assets, net


1,321,000


1,285,000

Total Assets


$  13,123,000


$ 10,942,000



LIABILITIES AND STOCKHOLDERS’ EQUITY

Current Liabilities:

Accounts payable and accrued liabilities

$       882,000

$      845,000

Current portion of lease liabilities

174,000

177,000

Accrued compensation and taxes

504,000

226,000

Contract liabilities

48,000

50,000


251,000



Total current liabilities

1,859,000

1,298,000

Long Term Liabilities:

 Long term lease liabilities


293,000


418,000

Total liabilities


2,152,000


1,716,000

Stockholders’ Equity:

Common stock, $0.0001 par value, 30,043,186 and 26,707,261  shares issued and 

outstanding at September 30, 2020 and December 31, 2019, respectively

3,000

3,000

Additional paid-in capital

83,986,000

77,210,000

Accumulated deficit


(73,020,000)


(67,990,000)

Total stockholders’ equity


10,969,000


9,223,000

Noncontrolling Interest


2,000


3,000

Total equity


10,971,000


9,226,000

Total Liabilities and Stockholders’ Equity


$  13,123,000


$ 10,942,000

 

Cision View original content to download multimedia:http://www.prnewswire.com/news-releases/clearsign-technologies-corporation-announces-third-quarter-2020-results-301177503.html

SOURCE ClearSign Technologies Corporation

OceanFirst Bank Announces Appointment of Joseph J. Lebel III as President

RED BANK, N.J., Nov. 19, 2020 (GLOBE NEWSWIRE) — OceanFirst Financial Corp. (NASDAQ:OCFC) announces the Board of Directors has appointed Joseph J. Lebel III as President of its OceanFirst Bank N.A. (the “Bank”) subsidiary, effective January 1, 2021. Mr. Lebel will assume the responsibilities of President from Christopher D. Maher, who will remain Chairman of the Board and Chief Executive Officer of the Company and the Bank. Mr. Lebel has also been appointed to the Bank’s Board of Directors, also effective January 1, 2021.

Mr. Lebel joined the Bank in 2006 and is currently Executive Vice President and Chief Operating Officer. Prior to that, he was Chief Banking Officer and had also been the Chief Lending Officer. In addition to his current responsibilities for all operating regions, business lines and back office operations, as President, Mr. Lebel will assume responsibility for the commercial credit function with the Chief Credit Officer and Credit Administration department also reporting to him. Mr. Lebel has more than 35 years of commercial banking experience.

Chairman and CEO Christopher D. Maher commented on the announcement, “Joe and I have worked closely together to build our business over the past seven years and during that time he has demonstrated exceptional skills as a banker and an executive officer. The Bank is fortunate to have his continuing leadership in this new and expanded role.”

OceanFirst Financial Corp.’s subsidiary, OceanFirst Bank N.A., founded in 1902, is a $11.7 billion regional bank operating throughout New Jersey, metropolitan Philadelphia and metropolitan New York City. OceanFirst Bank delivers commercial and residential financing solutions, trust and asset management and deposit services and is one of the largest and oldest community-based financial institutions headquartered in New Jersey.

OceanFirst Financial Corp.’s press releases are available by visiting www.oceanfirst.com.

Forward-Looking Statements

In addition to historical information, this news release contains certain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 which are based on certain assumptions and describe future plans, strategies and expectations of the Company. These forward-looking statements are generally identified by use of the words “believe,” “expect,” “intend,” “anticipate,” “estimate,” “project,” “will,” “should,” “may,” “view,” “opportunity,” “potential,” or similar expressions or expressions of confidence. The Company’s ability to predict results or the actual effect of future plans or strategies is inherently uncertain. Factors which could have a material adverse effect on the operations of the Company and its subsidiaries include, but are not limited to: changes in interest rates, general economic conditions, levels of unemployment in the Bank’s lending area, real estate market values in the Bank’s lending area, future natural disasters and increases to flood insurance premiums, the level of prepayments on loans and mortgage-backed securities, legislative/regulatory changes, monetary and fiscal policies of the U.S. Government including policies of the U.S. Treasury and the Board of Governors of the Federal Reserve System, the quality or composition of the loan or investment portfolios, demand for loan products, deposit flows, competition, demand for financial services in the Company’s market area, accounting principles and guidelines and the Bank’s ability to successfully integrate acquired operations. These risks and uncertainties are further discussed in the Company’s Annual Report on Form 10-K for the year ended December 31, 2019, under Item 1A – Risk Factors and elsewhere, and subsequent securities filings and should be considered in evaluating forward-looking statements and undue reliance should not be placed on such statements. The Company does not undertake, and specifically disclaims any obligation, to publicly release the result of any revisions which may be made to any forward-looking statements to reflect events or circumstances after the date of such statements or to reflect the occurrence of anticipated or unanticipated events.

Company Contact:
Jill A. Hewitt
Senior Vice President
OceanFirst Financial Corp.
1.888.623.2633 ext. 7513
[email protected]



Euroseas Ltd. Reports Results for the Nine-Month Period and Quarter Ended September 30, 2020

ATHENS, Greece, Nov. 19, 2020 (GLOBE NEWSWIRE) — Euroseas Ltd. (NASDAQ: ESEA, the “Company” or “Euroseas”), an owner and operator of container carrier vessels and provider of seaborne transportation for containerized cargoes, announced today its results for the three and nine-month period ended September 30, 2020.

Third
Quarter
2020
Highlights:

  • Total net revenues of $12.3 million. Net income of $0.2 million; net income attributable to common shareholders (after a $0.2 million dividend on Series B Preferred Shares) of $0.03 million or $0.01 earnings per share basic and diluted. Adjusted net loss attributable to common shareholders1 for the period was $1.5 million or $0.261 per share basic and diluted. 
  • Adjusted EBITDA1 was $1.2 million.
  • An average of 16.52 vessels were owned and operated during the third quarter of 2020 earning an average time charter equivalent rate of $8,403 per day.
  • The Company declared a dividend of $0.2 million on its Series B Preferred Shares as required. The dividend will be paid in-kind by issuing additional Series B Preferred Shares.
  • On August 3, 2020, the Company issued and sold 200,000 shares of its common stock through its at-the-market offering for net proceeds of approximately $0.7 million.
  • In September 2020, the Company completed the sale of M/V Ninos for a total of approximately $2.3 million of net proceeds of which $1.0 million was used to repay the outstanding loan of the vessel.

Nine Months 2020 Highlights:

  • Total net revenues of $41.3 million. Net income of $3.5 million; net income attributable to common shareholders (after a $0.5 million dividend on Series B Preferred Shares) of $2.9 million or $0.52 earnings per share basic and diluted. Adjusted net income attributable to common shareholders1 for the period was $0.9 million or $0.151 per share basic and diluted.
  • Adjusted EBITDA1 was $9.7 million.
  • An average of 18.17 vessels were owned and operated during the first nine months of 2020 earning an average time charter equivalent rate of $9,171 per day.

Recent developments

  In November 2020, the Company completed the sale of M/V EM Athens for a total of approximately $4.9 million of net proceeds of which $3.75 million was used to repay the outstanding loan of the vessel. Also, in November 2020, the Company made a supplementary payment of $125,000 in common shares for each of the four vessels it acquired in November 2019 pursuant to the terms of the purchase agreement. The payment was contingent to certain market indices exceeding an agreed upon level, and as a result, the Company issued a total of approximately 161,000 common shares.

Aristides Pittas, Chairman and CEO of Euroseas commented
:

“Over the second and third quarters of this year we disposed four of our vessels, including the three eldest ones in our fleet, while in November we also sold the M/V EM Athens, a vessel that would have faced a significant drydocking expense later this year. After the above sales, our fleet numbers 14 vessels with an average age of 15.5 years. In parallel, since July, the feeder and intermediate containership markets have been getting stronger every week reaching –and for several size vessels exceeding – the highs observed over the last decade. If the present levels of rates are sustained, we expect that our vessels will generate significant cash flow and earnings, especially, when the present legacy charters are replaced with ones reflecting the levels of the market.

We are cautiously optimistic about the charter rate developments over the next year as we believe the potential return to normality after the pandemic could restore containerized trade to pre-pandemic -or, likely, higher- growth rates. Such a development when combined with the very low expected fleet growth, as the orderbook is at its lowest level of, at least, the last two decades, could support the current level of charter rates and even propel them to higher levels. We believe our current fleet is well positioned in terms of type and size of vessels to take full advantage of such developments.”

Tasos Aslidis, Chief Financial Officer of Euroseas commented:

“The results of the third quarter of 2020 reflect the increased net revenues compared to the same period of 2019 as we operated an average of 16.52 vessels, versus 13.5 vessels during the same period last year, partly offset by the slightly lower time charter rates our vessels earned in the third quarter of 2020 compared to the corresponding period of 2019. At the same time, total daily vessel operating expenses, including management fees, general and administrative expenses but excluding drydocking costs, during the third quarter of 2020, averaged $6,759 per vessel per day, as compared to $6,388 for the same period of last year and $6,234 per vessel per day for the first nine months of 2020 as compared to $6,348 per vessel per day for the same period of 2019. The increased operating expenses for the third quarter of 2020 is mainly due to increased crewing costs for our vessels compared to the same period of 2019, resulting from difficulties in crew rotation due to COVID-19 related restrictions. In that respect, we are pleased to report that we have been able to rotate the crews on all of our vessels; the safety and well-being of our crew and the safety of our vessel operations are our first priority.

Adjusted EBITDA during the third quarter of 2020 was $1.2 million versus $1.6 million in the third quarter of last year, and it reached $9.7 million versus $4.1 million for the respective nine-month periods of 2020 and 2019.

As of September 30, 2020, our outstanding debt (excluding the unamortized loan fees) was $75.5 million versus restricted and unrestricted cash of $4.8 million. As of the same date, our scheduled debt repayments over the next 12 months amounted to about $14.7 million excluding the unamortized loan fees).”

Third
Quarter
2020
Results:

For the third quarter of 2020, the Company reported total net revenues of $12.3 million representing a 19.7% increase over total net revenues of $10.3 million during the third quarter of 2019 which was the result of the increased average number of vessels operating in the third quarter of 2020, partly offset by the lower time charter rates our vessels earned in the third quarter of 2020 compared to the corresponding period of 2019. The Company reported net income for the period of $0.2 million and net income attributable to common shareholders of $0.03 million, as compared to a net loss of $0.2 million and a net loss attributable to common shareholders of $0.3 million respectively, for the third quarter of 2019. The results for the third quarter of 2020 include a $0.3 million amortization of below market time charters acquired and a $1.3 million of net gain on sale of vessels. Related party management fees for the three months ended September 30, 2020 were $1.4 million compared to $0.9 million for the same period of 2019. The increase is due to the higher average number of vessels operated by the Company in the third quarter of 2020 as compared to the same period of 2019. Depreciation expense for the third quarter of 2020 was $1.6 million as compared to $1.1 million for the same period of 2019 due to the increased number of vessels operated by the Company.

Vessel operating expenses for the same period of 2020 amounted to $8.2 million as compared to $6.3 million for the same period of 2019. The increased amount is mainly due to the higher number of vessels owned and operated in the three months of 2020 compared to the same period of 2019. Additionally, some of our vessels incurred increased crewing costs in the third quarter of 2020 compared to the same period of 2019, resulting from difficulties in crew rotation due to COVID-19 related restrictions.

On average, 16.52 vessels were owned and operated during the third quarter of 2020 earning an average time charter equivalent rate of $8,403 per day compared to 13.5 vessels in the same period of 2019 earning on average $8,554 per day. 

Interest and other financing costs for the third quarter of 2020 amounted to $0.9 million compared to $0.8 million for the same period of 2019. This increase is due to the increased amount of debt in the current period compared to the same period of 2019, partly offset by the decreased Libor rates of our bank loans during the period as compared to the same period of last year.

Adjusted EBITDA1 for the third quarter of 2020 was $1.2 million compared to $1.6 million achieved during the third quarter of 2019.

Basic and diluted earnings per share attributable to common shareholders for the third quarter of 2020 was $0.01 calculated on 5,708,610 basic and diluted weighted average number of shares outstanding, compared to basic and diluted loss per share of $0.10 for the third quarter of 2019, calculated on 3,283,551 basic and diluted weighted average number of shares outstanding. 

Excluding the effect on the loss attributable to common shareholders for the quarter of the amortization of below market time charters acquired, the net gain on sale of vessels and the unrealized loss on derivative, the adjusted loss attributable to common shareholders for the quarter ended September 30, 2020 would have been $0.26 per share basic and diluted compared to an adjusted loss of $0.15 per share basic and diluted for the quarter ended September 30, 2019. Usually, security analysts do not include the above items in their published estimates of earnings per share.

Nine Months
2020
Results:

For the first nine months of 2020, the Company reported total net revenues of $41.3 million representing a 54.5% increase over total net revenues of $26.7 million during the first nine months of 2019, as a result of the increased average number of vessels combined with the higher time charter rates our vessels earned in the first nine months of 2020 compared to the corresponding period of 2019. The Company reported net income for the period of $3.5 million and net income attributable to common shareholders of $2.9 million, as compared to a net loss of $0.9 million and a net loss attributable to common shareholders of $2.5 million, respectively, for the first nine months of 2019. The results for the first nine months of 2020 include a $1.3 million net gain on sale of vessels, $1.5 million of amortization of below market time charters acquired, a $0.1 loss on write down of vessel held for sale and $0.6 million of unrealized loss on derivative. The results for the first nine months of 2019 include $0.2 million of amortization of below market time charters acquired and $0.04 million of unrealized gain on derivative. Related party management fees for the nine months ended September 30, 2020 were $4.0 million compared to $2.5 million for the same period of 2019. The increase is due to the higher average number of vessels operated by the Company in the first nine months of 2020 as compared to the same period of 2019. Depreciation expense for the first nine months of 2020 was $5.0 million compared to $2.7 million during the same period of 2019.

Vessel operating expenses for the same period of 2020 amounted to $24.7 million as compared to $16.1 million for the same period of 2019. The increased amount is mainly due to the higher number of vessels owned and operated in the nine months of 2020 compared to the same period of 2019.

Drydocking expenses amounted to $0.4 million for the nine months of 2020 (one vessel passed its intermediate survey in-water and two vessels their special survey in-water), compared to $1.2 million for the same period of 2019 where one of our vessels completed her special survey with drydock, another one completed her intermediate survey in-water and one vessel entered into drydock that was completed in the fourth quarter of 2019.

On average, 18.17 vessels were owned and operated during the first nine months of 2020 earning an average time charter equivalent rate of $9,171 per day compared to 11.83 vessels in the same period of 2019 earning on average $8,638 per day. 

Interest and other financing costs for the first nine months of 2020 amounted to $3.3 million compared to $2.3 million for the same period of 2019. This increase is due to the increased amount of debt in the current period compared to the same period of 2019, partly offset by the decreased Libor rates of our bank loans during the period as compared to the same period of last year. Adjusted EBITDA1 for the first nine months of 2020 was $9.7 million compared to $4.1 million during the first nine months of 2019. 

Basic and diluted earnings per share attributable to common shareholders for the first nine months of 2020 were $0.52, calculated on 5,621,159 basic and diluted weighted average number of shares outstanding compared to basic and diluted loss per share of $1.19 for the first nine months of 2019, calculated on 2,129,233 basic and diluted weighted average number of shares outstanding. 

Excluding the effect on the income attributable to common shareholders for the first nine months of 2020 of the unrealized loss on derivative, the net gain on sale of vessels, the loss on write down of vessel held for sale and the amortization of the below market time charters acquired, the adjusted earnings per share attributable to common shareholders for the nine-month period ended September 30, 2020 would have been $0.15, compared to an adjusted loss of $1.30 per share basic and diluted for the same period in 2019. As mentioned above, usually, security analysts do not include the above items in their published estimates of earnings per share.

Fleet Profile:

The Euroseas Ltd. fleet profile as of November 17, 2020, is as follows:

Name Type Dwt TEU Year Built Employment(*) TCE Rate ($/day)

Container Carriers
           
AKINADA BRIDGE Intermediate 71,366 5,610 2001 TC until Nov-21 plus 10-12 months option $17,250;
option $20,000
SYNERGY BUSAN Intermediate 50,726 4,253 2009 TC until Feb-21 plus 4-6 months option $8,100; option
$12,000
SYNERGY ANTWERP Intermediate 50,726 4,253 2008 TC until Mar-21 $8,000
SYNERGY OAKLAND Intermediate 50,787 4,253 2009 TC until Jun-21 CONTEX(**) 4,250
TEU less 10%
SYNERGY KEELUNG Intermediate 50,969 4,253 2009 TC until Dec-20/Jun-22 plus 8-12 months option $10,000 until Jun-21;
$11,750 until Jun-22;
option $14,500
EM KEA (+) Feeder 42,165 3,100 2007 TC until Jun-21 $8,100
EM ASTORIA (+) Feeder 35,600 2,788 2004 TC until Dec-20 $8,500
EM CORFU Feeder 34,654 2,556 2001 TC until Sep-21 $10,200
EVRIDIKI G Feeder 34,677 2,556 2001 TC until Dec-20 $8,250
DIAMANTIS P. Feeder 30,360 2,008 1998 TC until Aug-21 $6,500
EM SPETSES Feeder 23,224 1,740 2007 TC until Nov-20 plus 5-7 months option $7,000; option $8,100
EM HYDRA Feeder 23,351 1,740 2005 TC until Feb-21 $7,200
JOANNA Feeder 22,301 1,732 1999 TC until Feb-21 $8,050
AEGEAN  EXPRESS Feeder 18,581 1,439 1997 TC until Dec-20 $5,900
Total Container Carriers 1
4
539,487 4
2
,
281
     

Note:
(*) Represents the earliest redelivery date under each time charter unless the contract rate is lower than the current market rate in which cases the latest redelivery date is assumed; vessels with the latest redelivery date shown are marked by (+).

(**) The CONTEX (Container Ship Time Charter Assessment Index) has been published by the Hamburg and Bremen Shipbrokers’ Association (VHBS) since October 2007. The CONTEX is a company-independent index of time charter rates for container ships. It is based on assessments of the current day charter rates of six selected container ship types, which are representative of their size categories: Type 1,100 TEU and Type 1,700 TEU with a charter period of one year, and the Types 2,500, 2,700, 3,500 and 4,250 TEU all with a charter period of two years.

Summary Fleet Data:

  Three
M
onths,
E
nded

September
30,
2019
  Three
M
onths,
E
nded

September
30,
2020
  Nine
M
onths,
E
nded

September
30,
2019
  Nine  Months, Ended
September 30, 2020
 
FLEET DATA        
Average number of vessels (1) 13.50   16.52   11.83   18.17  
Calendar days for fleet (2) 1,242.0   1,520.0   3,233.0   4,978.0  
Scheduled off-hire days incl. laid-up (3) 6.5     42.8   210.3  
Available days for fleet (4) = (2) – (3) 1,235.5   1,520.0   3,190.2   4,767.7  
Commercial off-hire days (5)   32.3   38.4   132.1  
Operational off-hire days (6) 0.9   1.8   1.3   71.5  
Voyage days for fleet (7) = (4) – (5) – (6) 1,234.6   1,485.9   3,150.5   4,564.1  
Fleet utilization (8) = (7) / (4) 99.9 % 97.8 % 98.8 % 95.7 %
Fleet utilization, commercial (9) = ((4) – (5)) / (4) 100.0 % 97.9 % 98.8 % 97.2 %
Fleet utilization, operational (10) = ((4) – (6)) / (4) 99.9 % 99.9 % 100.0 % 98.5 %
         
AVERAGE DAILY RESULTS
(usd/day)
       
Time charter equivalent rate (11) 8,554   8,403   8,638   9,171  
Vessel operating expenses excl. drydocking expenses (12) 5,858   6,307   5,756   5,777  
General and administrative expenses (13) 530   452   592   457  
Total vessel operating expenses (14) 6,388   6,759   6,348   6,234  
Drydocking expenses (15)              333                40                365                 88  

(1) Average number of vessels is the number of vessels that constituted the Company’s fleet for the relevant period, as measured by the sum of the number of calendar days each vessel was a part of the Company’s fleet during the period divided by the number of calendar days in that period.

(2) Calendar days. We define calendar days as the total number of days in a period during which each vessel in our fleet was in our possession including off-hire days associated with major repairs, drydockings or special or intermediate surveys or days of vessels in lay-up. Calendar days are an indicator of the size of our fleet over a period and affect both the amount of revenues and the amount of expenses that we record during that period.

(3) The scheduled off-hire days including vessels laid-up, vessels committed for sale or vessels that suffered unrepaired damages, are days associated with scheduled repairs, drydockings or special or intermediate surveys or days of vessels in lay-up, or of vessels that were committed for sale or suffered unrepaired damages.

(4) Available days. We define available days as the Calendar days in a period net of scheduled off-hire days as defined above. We use available days to measure the number of days in a period during which vessels were available to generate revenues.

(5) Commercial off-hire days. We define commercial off-hire days as days a vessel is idle without employment.    

(6) Operational off-hire days. We define operational off-hire days as days associated with unscheduled repairs or other off-hire time related to the operation of the vessels.

(7) Voyage days. We define voyage days as the total number of days in a period during which each vessel in our fleet was in our possession net of commercial and operational off-hire days. We use voyage days to measure the number of days in a period during which vessels actually generate revenues or are sailing for repositioning purposes.

(8) Fleet utilization. We calculate fleet utilization by dividing the number of our voyage days during a period by the number of our available days during that period. We use fleet utilization to measure a company’s efficiency in finding suitable employment for its vessels and minimizing the amount of days that its vessels are off-hire for reasons such as unscheduled repairs or days waiting to find employment.

(9) Fleet utilization, commercial. We calculate commercial fleet utilization by dividing our available days net of commercial off-hire days during a period by our available days during that period.

(10) Fleet utilization, operational. We calculate operational fleet utilization by dividing our available days net of operational off-hire days during a period by our available days during that period.

(11) Time charter equivalent rate, or TCE rate, is a measure of the average daily revenue performance of our vessels. Our method of calculating TCE is determined by dividing time charter revenue and voyage charter revenue net of voyage expenses by voyage days for the relevant time period. Voyage expenses primarily consist of port, canal and fuel costs that are unique to a particular voyage, which would otherwise be paid by the charterer under a time charter contract, or are related to repositioning the vessel for the next charter. TCE is a standard shipping industry performance measure used primarily to compare period-to-period changes in a shipping company’s performance despite changes in the mix of charter types (i.e., spot voyage charters, time charters and bareboat charters) under which the vessels may be employed between the periods. Our definition of TCE may not be comparable to that used by other companies in the shipping industry.

(12) Daily vessel operating expenses, which includes crew costs, provisions, deck and engine stores, lubricating oil, insurance, maintenance and repairs and management fees are calculated by dividing vessel operating expenses by fleet calendar days for the relevant time period. Drydocking expenses are reported separately.

(13) Daily general and administrative expense is calculated by dividing general and administrative expenses by fleet calendar days for the relevant time period.

(14) Total vessel operating expenses, or TVOE, is a measure of our total expenses associated with operating our vessels. TVOE is the sum of vessel operating expenses, management fees and general and administrative expenses; drydocking expenses are not included. Daily TVOE is calculated by dividing TVOE by fleet calendar days for the relevant time period.

(15) Drydocking expenses include expenses during drydockings that would have been capitalized and amortized under the deferral method divided by the fleet calendar days for the relevant period. Drydocking expenses could vary substantially from period to period depending on how many vessels underwent drydocking during the period. The Company expenses drydocking expenses as incurred.



Conference Call and Webcast:
Tomorrow, Friday, November 20, 2020 at 9:30 a.m. Eastern Standard Time the Company’s management will host a conference call to discuss the results.

Conference Call details:

Participants should dial into the call 10 minutes before the scheduled time using the following numbers: 1 (877) 553-9962 (US Toll Free Dial In), 0(808) 238- 0669 (UK Toll Free Dial In) or +44 (0) 2071 928592 (Standard International Dial In). Please quote “Euroseas” to the operator.

A telephonic replay of the conference call will be available until Thursday, November 26, 2020, by dialing 1(866) 331-1332 (US Toll Free Dial In), 0(808) 238-0667 (UK Toll Free Dial In) or +44 (0) 3333 009785 (Standard International Dial In). Access Code required for the replay is: 6973591#.  

Audio Webcast – Slides Presentation:

There will be a live and then archived audio webcast of the conference call, via the internet through the Euroseas website (www.euroseas.gr). Participants to the live webcast should register on the website approximately 10 minutes prior to the start of the webcast.

The slide presentation on the Third Quarter 2020 results will also be available in PDF format 10 minutes prior to the conference call and webcast, accessible on the company’s website (www.euroseas.gr) on the webcast page. Participants to the webcast can download the PDF presentation.





Euroseas Ltd.

Unaudited
Consolidated
Condensed Statements of Operations

(All amounts expressed in U.S. Dollars – except
number of
share
s
)

  Three Months Ended

September
30,
2019
Three Months Ended

September
30,
2020
Nine
Months Ended

September
30,
2019
Nine
Months Ended

September
30,
2020
 
         
Revenues        
Time charter revenue 10,783,133   12,882,144   27,952,803   43,148,575  
Commissions (484,708 ) (553,920 ) (1,234,728 ) (1,878,833 )

Net revenue
s
10,2
98
,4
25
  1
2
,
328
,
224
  26,
718
,
075
  41
,
269
,
742
 
         
Operating expenses        
Voyage expenses 222,389   395,743   737,952   1,290,792  
Vessel operating expenses 6,326,195   8,180,727   16,114,329   24,710,877  
Drydocking expenses 413,591   60,737   1,181,614   437,106  
Vessel depreciation 1,090,126   1,615,111   2,687,550   5,001,837  
Related party management fees 948,931   1,406,437   2,496,070   4,048,805  
Net gain on sale of vessels   (1,305,016 )   (1,305,016 )
General and administrative expenses 658,013   686,928   1,913,764   2,274,205  
Other operating income       (2,687,205 )
Loss on write down of vessel held for sale       121,165  
Total operating expenses 9,659,245   11
,
040
,
667
  25,131,279   3
3
,
892
,
566
 
         
Operating income 639,180   1,
287
,
557
  1,586,796   7
,
377
,
176
 
         
Other income/(expenses)        
Interest and other financing costs (810,203 ) (930,886 ) (2,272,181 ) (3,320,074 )
Loss on debt extinguishment     (328,291 )  
Loss on derivative, net   (96,485 ) (2,885 ) (564,631 )
Foreign exchange gain / (loss) 8,725   (44,721 ) 7,875   (42,538 )
Interest income 5,065   3,411   91,141   16,191  
Other expenses, net (796,413 ) (
1,068
,
6
81
) (2,
504
,
341
) (
3
,
911
,
052
)

Net
(loss) /
income
(157,233 ) 21
8
,
876
  (917,545 ) 3,
466
,
124
 
Dividend Series B Preferred shares (161,315 ) (185,552 ) (1,110,467 ) (524,621 )
Preferred deemed dividend     (504,577 )  
Net 
(
loss
) / income
attributable
to common shareholders
(318,548 ) 33
,
324
  (2,532,589 ) 2
,
941
,
503
 
Weighted average number of shares outstanding, basic and diluted 3,283,551   5,708,610   2,129,233   5,621,159  
(L
oss
) / e
arnings per share, basic and diluted
(0.
1
0
) 0.
0
1
  (
1
.
19
) 0.
52
 

Euroseas Ltd.

Unaudited Consolidated Condensed Balance Sheets
(All amounts expressed in U.S. Dollars – except number of shares)

 
December 31,

2019
  September 30,
2020
 
         
ASSETS  
Current Assets
:
   
Cash and cash equivalents 985,418   2,271,069  
Trade accounts receivable, net 715,097   1,114,449  
Other receivables 1,570,506   1,552,352  
Inventories 1,889,164   2,214,978  
Restricted cash 610,376   208,593  
Prepaid expenses 526,531   300,203  
Total current assets 6
,
297
,
092
  7
,
66
1,
644
 
     
Fixed Assets:    
Vessels, net 116,230,333   103,068,797  
Long-term assets:    
Restricted cash 4,334,267   2,334,267  
Total assets 126
,
861
,
692
  113
,
064
,
708
 
     
LIABILITIES
,
MEZZANINE EQUITY AND SHAREHOLDERS’ EQUITY
   
Current liabilities
:
   
Long-term bank loans, current portion 12,295,320   10,059,860  
Related party loan, current 5,000,000   4,375,000  
Trade accounts payable 3,899,967   2,717,260  
Accrued expenses 1,725,321   1,491,029  
Accrued preferred dividends 161,315    
Derivative   336,420  
Deferred revenue 973,774   550,298  
Due to related company 795,562   328,133  
Total current liabilities 24
,
851
,
259
  19
,
85
8,000
 
     
Long-term liabilities    
Long -term bank loans, net of current portion 72,187,785   60,563,619  
Derivative   246,430  
Fair value of below market time charters acquired 1,714,370   240,639  
Total long term liabilities 73
,
902
,
155
  61
,
050,688
 
Total liabilities 98
,
753
,
414
  80
,
908
,
688
 
     
Mezzanine equity:    
Series B Preferred shares (par value $0.01, 20,000,000 shares authorized, 8,000 and 8,363 issued and outstanding, respectively) 7
,
654
,
577
  8
,
019
,
636
 
Shareholders’ equity:    
Common stock (par value $0.03, 200,000,000 shares authorized, 5,600,259 and 5,800,259 issued and outstanding) 168,008   174,008  
Additional paid-in capital 253,967,708   254,702,888  
Accumulated deficit (233,682,015 ) (230,740,512 )
Total shareholders’ equity 20
,
453
,
701
  24,136,384
 
Total liabilities, mezzanine equity and shareholders’ equity 126
,
861
,
692
  11
3
,
064
,
708
 





Euroseas Ltd.

Unaudited Consolidated Condensed Statements of Cash Flows

(All amounts expressed in U.S. Dollars)

  Nine Months Ended September 30, 2019   Nine Months Ended September 30, 2020  
     
Cash flows from operating activities:  
Net (loss) / income (917,545 ) 3,466,124  
Adjustments to reconcile net (loss) / income to net cash provided by operating activities:    
Vessel depreciation           2,687,550             5,001,837  
Amortization of deferred charges 154,959   216,524  
Share-based compensation 72,404   91,546  
Net gain on sale of vessels   (1,305,016 )
Loss on write down of vessel held for sale   121,165  
Gain on hull and machinery claim   (2,687,205 )
Amortization of fair value of below market time charters acquired (184,950 ) (1,473,731 )
Unrealized (gain) / loss on derivative (41,435 ) 582,850  
Amortization of debt discount 95,214    
Loss on debt extinguishment 328,291    
Changes in operating assets and liabilities 739,918   (2,309,846 )

Net cash provided by operating activities
2,934,406   1,704,248
 
     
Cash flows from investing activities:    
Cash paid for vessel acquisitions and capitalized expenses (15,153,626 )  
Cash paid for vessel improvements   (451,846 )
Proceeds from vessels sale   9,752,649  
Insurance proceeds   2,226,140  

Net cash (used in) / provided by investing activities

(15,153,626 ) 11,
526
,
943
 
     
Cash flows from financing activities:    
Proceeds from issuance of common stock, net of commissions paid   715,550  
Redemption of Series B preferred shares (11,686,000 )  
Preferred dividends paid (870,512 ) (320,877 )
Loan arrangement fees paid (214,500 )  
Offering expenses paid   (40,846 )
Proceeds from long- term bank loans 28,167,680    
Proceeds from related party loan 2,500,000    
Repayment of long-term bank loans and vessel profit participation liability (11,516,000 ) (14,076,150 )
Repayment of related party loan   (625,000 )

Net cash provided by / (used in) financing activities

6,380,668   (14,347,323 )
     
Net decrease in cash, cash equivalents and restricted cash (5,838,552 ) (1,116,132 )
Cash, cash equivalents and restricted cash at beginning of period 13,211,588   5,930,061  
Cash, cash equivalents and restricted cash at end of period 7
,
373
,
036
  4
,
813
,
929
 
Cash breakdown        
Cash and cash equivalents 3,164,030   2,271,069  
Restricted cash, current 624,739   208,593  
Restricted cash, long term 3,584,267   2,334,267  
Total cash, cash equivalents and restricted cash shown in the statement of cash flows 7
,
373
,
036
  4
,
813
,
929
 





Euroseas Ltd.

Reconciliation of Net
income / (
loss
) to Adjusted EBITDA

(All amounts expressed in U.S. Dollars)

  Three Months Ended

September
30,
2019
Three Months Ended

September
30,
2020
Nine
Months Ended

September
30,
2019
Nine
Months Ended

September
30,
2020
Net (loss) / income (157,233 ) 218,876   (917,545 ) 3,466,124  
Interest and other financing costs, net (incl. interest income and loss on debt extinguishment) 805,138   927,475   2,509,331   3,303,883  
Vessel depreciation 1,090,126   1,615,111   2,687,550   5,001,837  
Net gain on sale of vessels   (1,305,016 )   (1,305,016 )
Loss on write down of vessel held for sale       121,165  
Amortization of below market time charters acquired (184,950 ) (312,892 ) (184,950 ) (1,473,731 )
Loss on interest rate swap derivative   96,485   2,885   564,631  

Adjusted EBITDA
1,553,081   1,240
,
039
  4,097,271   9
,
678
,
893
 

Adjusted EBITDA Reconciliation:

Euroseas Ltd. considers Adjusted EBITDA to represent net income / (loss) before interest, income taxes, depreciation, loss on interest rate swap, net gain on sale of vessels, loss on write down of vessel held for sale and amortization of below market time charters acquired. Adjusted EBITDA does not represent and should not be considered as an alternative to net income / (loss), as determined by United States generally accepted accounting principles, or GAAP. Adjusted EBITDA is included herein because it is a basis upon which the Company assesses its financial performance because the Company believes that this non-GAAP financial measure assists our management and investors by increasing the comparability of our performance from period to period by excluding the potentially disparate effects between periods of, financial costs, net gain on sale of vessels, loss on write down of vessel held for sale, amortization of below market time charters acquired and loss on interest rate swap, and depreciation. The Company’s definition of Adjusted EBITDA may not be the same as that used by other companies in the shipping or other industries. 



Euroseas Ltd. 

Reconciliation of Net
(
loss
) / income
to Adjusted net
(
loss
) / income

(All amounts expressed in U.S. Dollars – except share data and number of shares)

  Three Months Ended

September
30,
2019
Three Months Ended

September
30,
2020
Nine
Months 
Ended

September
30,
2019
Nine
Months Ended

September
30,
2020
Net (loss) / income (157,233 ) 218,876   (917,545 ) 3,466,124  
Unrealized loss / (gain) on derivative   114,704   (41,435 ) 582,850  
Net gain on sale of vessels   (1,305,016 )   (1,305,016 )
Loss on write down of vessel held for sale       121,165  
Amortization of below market time charters acquired (184,950 ) (314,434 ) (184,950 ) (1,473,731 )
Adjusted net
(
loss
) / income
(342,183 ) (
1,
285
,
870
) (1,143,930 ) 1,
391
,
392
 
Preferred dividends (161,315 ) (185,552 ) (1,110,467 ) (524,621 )
Preferred deemed dividend     (504,577 )  
                 
Adjusted net
(
loss
) / income
attributable
to common shareholders
(503,498 ) (
1,
471
,
422
) (2,758,974 ) 866
,
771
 
                 
Adjusted (loss) / earnings per share, basic and diluted (0.15 ) (0.26 ) (1.30 ) 0.15  
                 
Weighted average number of shares, basic and diluted 3,283,551   5,708,610   2,129,233   5,621,159  

Adjusted net
(
loss
) / income
and Adjusted
(
loss
) / earnings
per share
Reconciliation:

Euroseas Ltd. considers Adjusted net (loss) / income to represent net (loss) / income before unrealized loss / (gain) on derivative, net gain on sale of vessels, loss on write down of vessel held for sale and amortization of below market time charters acquired. Adjusted net (loss) / income and Adjusted (loss) / earnings per share is included herein because we believe it assists our management and investors by increasing the comparability of the Company’s fundamental performance from period to period by excluding the potentially disparate effects between periods of unrealized loss / (gain) on derivative, net gain on sale of vessels, loss on write down of vessel held for sale and amortization of below market time charters acquired, which items may significantly affect results of operations between periods.

Adjusted net (loss) / income and Adjusted (loss) / earnings per share do not represent and should not be considered as an alternative to net (loss) / income or (loss) / earnings per share, as determined by GAAP. The Company’s definition of Adjusted net (loss) / income and Adjusted (loss) / earnings per share may not be the same as that used by other companies in the shipping or other industries.

About Euroseas Ltd.

Euroseas Ltd. was formed on May 5, 2005 under the laws of the Republic of the Marshall Islands to consolidate the ship owning interests of the Pittas family of Athens, Greece, which has been in the shipping business over the past 140 years. Euroseas trades on the NASDAQ Capital Market under the ticker ESEA. 

Euroseas operates in the container shipping market. Euroseas’ operations are managed by Eurobulk Ltd., an ISO 9001:2008 and ISO 14001:2004 certified affiliated ship management company, which is responsible for the day-to-day commercial and technical management and operations of the vessels. Euroseas employs its vessels on spot and period charters and through pool arrangements. 

The Company has a fleet of 14 vessels, including 9 Feeder containerships and 5 Intermediate Container carriers. Euroseas 14 containerships have a cargo capacity of 42,281 teu.

Forward Looking Statement
This press release contains forward-looking statements (as defined in Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended) concerning future events and the Company’s growth strategy and measures to implement such strategy; including expected vessel acquisitions and entering into further time charters. Words such as “expects,” “intends,” “plans,” “believes,” “anticipates,” “hopes,” “estimates,” and variations of such words and similar expressions are intended to identify forward-looking statements. Although the Company believes that the expectations reflected in such forward-looking statements are reasonable, no assurance can be given that such expectations will prove to have been correct. These statements involve known and unknown risks and are based upon a number of assumptions and estimates that are inherently subject to significant uncertainties and contingencies, many of which are beyond the control of the Company. Actual results may differ materially from those expressed or implied by such forward-looking statements. Factors that could cause actual results to differ materially include, but are not limited to changes in the demand for containerships, competitive factors in the market in which the Company operates; risks associated with operations outside the United States; and other factors listed from time to time in the Company’s filings with the Securities and Exchange Commission. The Company expressly disclaims any obligations or undertaking to release publicly any updates or revisions to any forward-looking statements contained herein to reflect any change in the Company’s expectations with respect thereto or any change in events, conditions or circumstances on which any statement is based. 

Visit our website www.euroseas.gr

Company Contact Investor Relations / Financial Media
Tasos Aslidis
Chief Financial Officer
Euroseas Ltd.
11 Canterbury Lane,
Watchung, NJ 07069
Tel. (908) 301-9091
E-mail: [email protected]
Nicolas Bornozis
President
Capital Link, Inc.
230 Park Avenue, Suite 1536
New York, NY 10169
Tel. (212) 661-7566
E-mail: [email protected]


1Adjusted EBITDA, Adjusted net income/(loss) and Adjusted earnings/(loss) per share are not recognized measurements under U.S. GAAP (GAAP) and should not be used in isolation or as a substitute for Euroseas financial results presented in accordance with GAAP. Refer to a subsequent section of the Press Release for the definitions and reconciliation of these measurements to the most directly comparable financial measures calculated and presented in accordance with GAAP.

 



OceanFirst Bank Announces Appointment of Joseph J. Lebel III as President

RED BANK, N.J., Nov. 19, 2020 (GLOBE NEWSWIRE) — OceanFirst Financial Corp. (NASDAQ:OCFC) announces the Board of Directors has appointed Joseph J. Lebel III as President of its OceanFirst Bank N.A. (the “Bank”) subsidiary, effective January 1, 2021. Mr. Lebel will assume the responsibilities of President from Christopher D. Maher, who will remain Chairman of the Board and Chief Executive Officer of the Company and the Bank. Mr. Lebel has also been appointed to the Bank’s Board of Directors, also effective January 1, 2021.

Mr. Lebel joined the Bank in 2006 and is currently Executive Vice President and Chief Operating Officer. Prior to that, he was Chief Banking Officer and had also been the Chief Lending Officer. In addition to his current responsibilities for all operating regions, business lines and back office operations, as President, Mr. Lebel will assume responsibility for the commercial credit function with the Chief Credit Officer and Credit Administration department also reporting to him. Mr. Lebel has more than 35 years of commercial banking experience.

Chairman and CEO Christopher D. Maher commented on the announcement, “Joe and I have worked closely together to build our business over the past seven years and during that time he has demonstrated exceptional skills as a banker and an executive officer. The Bank is fortunate to have his continuing leadership in this new and expanded role.”

OceanFirst Financial Corp.’s subsidiary, OceanFirst Bank N.A., founded in 1902, is a $11.7 billion regional bank operating throughout New Jersey, metropolitan Philadelphia and metropolitan New York City. OceanFirst Bank delivers commercial and residential financing solutions, trust and asset management and deposit services and is one of the largest and oldest community-based financial institutions headquartered in New Jersey.

OceanFirst Financial Corp.’s press releases are available by visiting www.oceanfirst.com.

Forward-Looking Statements

In addition to historical information, this news release contains certain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 which are based on certain assumptions and describe future plans, strategies and expectations of the Company. These forward-looking statements are generally identified by use of the words “believe,” “expect,” “intend,” “anticipate,” “estimate,” “project,” “will,” “should,” “may,” “view,” “opportunity,” “potential,” or similar expressions or expressions of confidence. The Company’s ability to predict results or the actual effect of future plans or strategies is inherently uncertain. Factors which could have a material adverse effect on the operations of the Company and its subsidiaries include, but are not limited to: changes in interest rates, general economic conditions, levels of unemployment in the Bank’s lending area, real estate market values in the Bank’s lending area, future natural disasters and increases to flood insurance premiums, the level of prepayments on loans and mortgage-backed securities, legislative/regulatory changes, monetary and fiscal policies of the U.S. Government including policies of the U.S. Treasury and the Board of Governors of the Federal Reserve System, the quality or composition of the loan or investment portfolios, demand for loan products, deposit flows, competition, demand for financial services in the Company’s market area, accounting principles and guidelines and the Bank’s ability to successfully integrate acquired operations. These risks and uncertainties are further discussed in the Company’s Annual Report on Form 10-K for the year ended December 31, 2019, under Item 1A – Risk Factors and elsewhere, and subsequent securities filings and should be considered in evaluating forward-looking statements and undue reliance should not be placed on such statements. The Company does not undertake, and specifically disclaims any obligation, to publicly release the result of any revisions which may be made to any forward-looking statements to reflect events or circumstances after the date of such statements or to reflect the occurrence of anticipated or unanticipated events.

Company Contact:
Jill A. Hewitt
Senior Vice President
OceanFirst Financial Corp.
1.888.623.2633 ext. 7513
[email protected]



Atico Reports Financial Results for Third Quarter of 2020

(All amounts expressed in US dollars, unless otherwise stated)

VANCOUVER, British Columbia, Nov. 19, 2020 (GLOBE NEWSWIRE) — Atico Mining Corporation (the “Company” or “Atico”) (TSX.V: ATY | OTC: ATCMF) today announced its financial results for the three months ended September 30, 2020 (“Q3-2020”), posting income from mining operations of $5.0 million and a net income of $1.9 million.

Fernando E. Ganoza, CEO and Director, commented, “We are pleased to report strong financial results despite selling only one concentrate shipment in the period. These results are a good reflection of the current strong metal price environment combined with our solid operating results. In the fourth quarter, we anticipate selling two concentrate shipments and financial results reflecting a very robust second half of the year. At El Roble, the team will continue focusing on the exploration program while achieving our planned operational targets. At La Plata, the focus continues to be the infill drill program to advance the feasibility study while also adding a step out drill program to test new target areas like Guatuza. As we continue to reap the rewards of strong financial results, our ability to carry out the planned growth programs at both El Roble and La Plata will be enhanced.” Mr. Ganoza continued, “Throughout the Company we continue to prioritize the health and safety of all of our employees during these unprecedented times.”


Third


Quarter


Financial Highlights

  • Net income for the three months ended September 30, 2020 amounted to $1.9 million, compared with loss of $0.3 million for the same period last year (“Q3-2019”). Net income for the quarter was positively affected by an increase in concentrate shipped and invoiced at higher realized copper price and lower cost of sales per unit, as compared to Q3-2019.
  • Sales for the period increased 47% to $14.1 million when compared with $9.6 million in Q3-2019. Copper (“Cu”) and gold (“Au”) accounted for 83% and 17% of the 9,291 (Q3-2019 – 6,911) dry metric tonnes (“DMT”) shipped and invoiced during Q3-2020. The average realized price per metal on invoicing was $2.98 (Q3-2019 – $2.62) per pound (“lbs”) of copper and $1,991 (Q3-2019 – $1,508) per ounce (“oz”) of gold.
  • Working capital was $9.4 million (December 31, 2019 – $9.9 million), while the Company had $1.1 million (December 31, 2019 – $2.2 million) in long-term loans payable
  • Cash costs(1) were $113.90 per tonne of processed ore and $1.13 per pound of payable copper produced(2), which were increases of 6% and 5% over Q3-2019, respectively. The increase in the cash cost per pound of payable copper net of by products is primarily explained by a higher cost per processed tonne, along with lower by-product credit from gold.
  • Cash margin(1)(2) was $1.85 (Q3-2019 – $1.54) per pound of payable copper produced, which was an increase of 20% over Q3-2019.
  • All-in sustaining cash cost per payable pound of copper produced(1)(2) was $1.54 (Q2-2019 – $1.52).


Third


Quarter Summary of Financial Results

    Q
3

20
20
Q
3

2019
%

Change
Revenue

  $                 14,064,743   $                 9,581,287                   47 %
Cost of sales

                    (9,070,796 )                   (7,114,404 )                 27 %
Income from mining operations

                    4,993,947                     2,466,883                   102 %
As a % of revenue

                    36 %                   26 %                 38 %
General and administrative expenses

                    1,046,709                     1,210,816                   -14 %
Income from operations

                    3,769,289                     1,181,530                   219 %
As a % of revenue

                    27 %                   12 %                 117 %
Income before income taxes

                    3,902,112                     772,911                   300 %
Net income (loss)

                    1,875,823                     (303,470 )                 718 %
As a % of revenue

                    13 %                   3 %                 521 %
Operating cash flow before changes in non-cash operating working capital items(1)

  $                 3,057,114   $                 3,842,918                   -20 %


Third


Quarter


Operational


Review

In Q3-2020, the Company produced 5.5 million lbs of copper, 2,607 oz of gold, and 9,953 oz of silver. When compared to Q3-2019, production decreased by 3.0% for copper and 21.5% for gold. The decreases for both copper and gold were mainly driven by lower processed tonnes this quarter. In the case for copper, this was partially offset by higher head grades while gold was further impacted by a lower than anticipated recovery and head grade. We anticipate that gold recovery will improve in the fourth quarter.

Cash costs(1) for the period were $113.90 per tonne of processed ore, and $1.13 per pound of payable copper produced, increases of 6% and 5% over the Q3-2019, respectively. All-in sustaining cash cost per payable pound of copper produced(1)(2) was $1.54.


Third


Quarter


Operational Details

    Q
3

20
20
Q
3

201
9
%

Change
Production (Contained in Concentrate)(3)        
Copper (000s lbs)   5,540 5,712 -3 %
Gold (oz)   2,607 3,320 -22 %
Silver (oz)   9,953 12,216 -19 %
Mine        
Tonnes of material mined   71,993 74,462 -3 %
Mill        
Tonnes processed   73,603 76,532 -4 %
Tonnes processed per day   860 863 Nil%  
Copper grade (%)   3.74 3.66 2 %
Gold grade (g/t)   1.93 2.34 -18 %
Silver grade (g/t)   9.20 10.80 -15 %
Recoveries        
Copper (%)   91.4 92.5 -1 %
Gold (%)   57.0 58.0 -2 %
Silver (%)   47.0 45.7 3 %
Concentrates        
Copper Concentrates (DMT)   11,957 11,757 2 %
Copper (%)   21.0 22.0 -5 %
Gold (g/t)   6.8 8.8 -23 %
Silver (g/t)   25.8 32.4 -20 %
         
Payable copper produced (000s lbs)   5,263 5,426 -3 %
Cash cost per pound of payable copper ($/lbs)(1)(2)   1.13 1.08 5 %

The financial statements and MD&A are available on SEDAR and have also been posted on the company’s website at http://www.aticomining.com/s/FinancialStatements.asp


El Roble Mine

The El Roble mine is a high grade, underground copper and gold mine with nominal processing plant capacity of 1,000 tonnes per day, located in the Department of Choco in Colombia. Its commercial product is a copper-gold concentrate. Since obtaining control of the mine on November 22, 2013, Atico has upgraded the operation from a historical nominal capacity of 400 tonnes per day.

El Roble has Proven and Probable reserves of 1.47 million tonnes grading 3.40% copper and 1.88 g/t gold, at a cut-off grade of 1.93% copper equivalent as of June 30, 2018. Mineralization is open at depth and along strike and the Company plans to further test the limits of the deposit.

On the larger land package, the Company has identified a prospective stratigraphic contact between volcanic rocks and black and grey pelagic sediments and cherts that has been traced by Atico geologists for ten kilometers. This contact has been determined to be an important control on volcanogenic massive sulfide (“VMS”) mineralization on which Atico has identified numerous target areas prospective for VMS type mineralization occurrence, which is the focus of the current surface drill program at El Roble.


La Plata Overview

The La Plata project is a gold rich volcanogenic massive sulphide deposit that was the subject of small-scale mining from 1975-1981 by Outokumpu Finland. The project benefits from a modern drill and exploration database which was completed by Cambior Inc. from 1996-1999, Cornerstone Capital from 2006-2009 and Toachi from 2016-2019. In total, there is drill core and logs from more than 28,300 metres of drilling.

Historic resources based on drilling by Cambior and Cornerstone were estimated at 913,977 tonnes grading 8.01 grams gold per tonne, 88.3 grams silver per tonne, 5.01% copper, 6.71% zinc and 0.78% lead per tonne in the inferred category. More recently, Toachi Mining completed a PEA estimating an inferred resource of 1.85 million tonnes grading 4.10 grams gold per tonne, 50.0 grams silver per tonne, 3.30% copper, 4.60% zinc and 0.60% lead per tonne.

The La Plata project consists two concessions covering a total area of 2,300 hectares along its 4-kilometer length, which contains known mineralization in two VMS lenses and nine priority exploration targets.

The Company has a binding option agreement with a private Ecuadorean company to earn up to 75% in the La Plata project, of which the first option to acquire the initial 60% ownership has been exercised. Please refer to the Company’s MD&A for the year ended December 31, 2019 for further details.


Qualified Person

Mr. Thomas Kelly (SME Registered Member 1696580), advisor to the Company and a qualified person under National Instrument 43-101 standards, is responsible for ensuring that the technical information contained in this news release is an accurate summary of the original reports and data provided to or developed by Atico.


About Atico Mining Corporation

Atico is a growth-oriented Company, focused on exploring, developing and mining copper and gold projects in Latin America. The Company operates the El Roble mine and is pursuing additional acquisition opportunities. For more information, please visit www.aticomining.com.

ON BEHALF OF THE BOARD

Fernando E. Ganoza
CEO
Atico Mining Corporation

Trading symbols: TSX.V: ATY | OTC: ATCMF

Investor Relations
Igor Dutina
Tel: +1.604.633.9022

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

No securities regulatory authority has either approved or disapproved of the contents of this news release. The securities being offered have not been, and will not be, registered under the United States Securities Act of 1933, as amended (the ‘‘U.S. Securities Act’’), or any state securities laws, and may not be offered or sold in the United States, or to, or for the account or benefit of, a “U.S. person” (as defined in Regulation S of the U.S. Securities Act) unless pursuant to an exemption therefrom. This press release is for information purposes only and does not constitute an offer to sell or a solicitation of an offer to buy any securities of the Company in any jurisdiction.


Cautionary Note Regarding Forward Looking Statements

This announcement includes certain “forward-looking statements” within the meaning of Canadian securities legislation. All statements, other than statements of historical fact, included herein, without limitation the use of net proceeds, are forward-looking statements. Forward- looking statements involve various risks and uncertainties and are based on certain factors and assumptions. 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. Important factors that could cause actual results to differ materially from the Company’s expectations include uncertainties relating to interpretation of drill results and the geology, continuity and grade of mineral deposits; uncertainty of estimates of capital and operating costs; the need to obtain additional financing to maintain its interest in and/or explore and
develop the Company’s mineral projects; uncertainty of meeting anticipated program milestones for the Company’s mineral projects;
the world-wide economic and social impact of COVID-19 is managed and the duration and extent of the coronavirus pandemic is minimized or not long-term; disruptions related to the COVID-19 pandemic or other health and safety issues, or the responses of governments, communities, the Company and others to such pandemic or other issues;
and other risks and uncertainties disclosed under the heading “Risk Factors” in the prospectus of the Company dated March 2, 2012 filed with
the Canadian securities regulatory authorities on the SEDAR website at

www.sedar.com


Non-GAAP Financial Measures

The items marked with a “(1)” are alternative performance measures and readers should refer to Non-GAAP Financial Measures in the Company’s Management’s Discussion and Analysis for the
nine
months
ended
September
3
0
, 2020
as filed on SEDAR and as available on the Company’s website for further details.

(1) Alternative performance measures; please refer to “Non-GAAP Financial Measures” at the end of this release.
(2) Net of by-product credits
(3) Subject to adjustments on final settlement