Market Newsdesk

November 12, 2020 7:48 pm

Federal Home Loan Bank of San Francisco Announces 2020 Director Election Results

SAN FRANCISCO, Nov. 12, 2020 (GLOBE NEWSWIRE) — The Federal Home Loan Bank of San Francisco announced today the results of its 2020 director elections.

The Bank’s members elected Lori R. Gay to a nonmember public interest independent director position and re-elected F. Daniel Siciliano to a nonmember independent director position. Ms. Gay has served as president and chief executive officer of Neighborhood Housing Services (NHS) of Los Angeles County, a non-profit lender, developer, and neighborhood revitalization corporation for 30 years. Under Lori’s leadership, NHS has become the largest affordable homeownership provider in southern California, reaching more than 4.7 million families with financial counseling, affordable lending, and redevelopment services. Mr. Siciliano is a Stanford Law School fellow (CodeX) and was the co-founder of Stanford’s Rock Center for Corporate Governance, Stanford, California.

The Bank’s California members also re-elected Jeffrey K. Ball and Simone Lagomarsino as California member directors. Mr. Ball is president, chief executive officer, and director, Friendly Hills Bank, Whittier, California. Ms. Lagomarsino is president and chief executive officer, Luther Burbank Savings, Gardena, California.

Each of these four positions has a four-year term beginning January 1, 2021, and ending December 31, 2024.

Federal Home Loan Bank of San Francisco

The Federal Home Loan Bank of San Francisco is a member-driven cooperative helping local lenders in Arizona, California, and Nevada build strong communities, create opportunity, and change lives for the better. The tools and resources we provide to our member financial institutions-commercial banks, credit unions, industrial loan companies, savings institutions, insurance companies, and community development financial institutions-foster homeownership, expand access to quality housing, seed or sustain small businesses, and revitalize whole neighborhoods. Together with our members and other partners, we are making the communities we serve more vibrant and resilient.

Contact:

Mary Long, (415) 616-2556
[email protected]

November 12, 2020 7:47 pm

Algonquin Power & Utilities Corp. Announces 2020 Third Quarter and Year to Date Financial Results

PR Newswire

OAKVILLE, ON, Nov. 12, 2020 /PRNewswire/ – Algonquin Power & Utilities Corp. (TSX: AQN) (NYSE: AQN) (“APUC” or the “Company”) today announced financial results for the third quarter ended September 30, 2020. All amounts are shown in United States dollars (“U.S. $” or “$”), unless otherwise noted.

“We are pleased to report a strong third quarter, reflecting year-over-year growth in our key financial metrics amid the COVID-19 pandemic, as well as the announcements of several exciting growth initiatives,” said Arun Banskota, President and Chief Executive Officer of APUC. “With the completion of the ESSAL and BELCO acquisitions, we have reached a milestone of providing safe and reliable essential utility services to more than 1 million customer connections across the United States, Canada, Chile and Bermuda.”

Q3 2020 Financial Highlights

Revenues of $376.1 million, an increase of 3%;
Adjusted EBITDA¹ of $197.9 million, an increase of 6%;
Adjusted Net Earnings¹ of $88.1 million, an increase of 27%; and,
Adjusted Net Earnings¹ per share of $0.15, an increase of 7%, in each case on a year-over-year basis.

Key Financial Information

All amounts in U.S. $ millions except per share information	Three months ended September 30			Nine months ended September 30
	2020	2019	Change	2020	2019	Change
Revenue	376.1	365.6	3%	1,184.7	1,186.4	—%
Net earnings attributable to shareholders	55.9	115.8	(52)%	278.3	358.8	(22)%
Per share	0.09	0.23	(61)%	0.50	0.71	(30)%
Cash provided by operating activities	121.4	188.1	(35)%	331.2	443.8	(25)%
Adjusted Net Earnings¹	88.1	69.2	27%	238.9	217.7	10%
Per share	0.15	0.14	7%	0.43	0.43	—%
Adjusted EBITDA¹	197.9	186.9	6%	616.3	608.3	1%
Adjusted Funds from Operations¹	148.0	120.1	23%	421.0	422.1	—%
Dividends per share	0.1551	0.1410	10%	0.4512	0.4102	10%


1.	Please refer to “Non-GAAP Financial Measures and Use of Non-GAAP Financial Measures” at the end of this document for further details.

APUC Business Highlights

Acquisition of ESSAL
– On September 11, 2020, APUC entered into an agreement to acquire from Aguas Andinas S.A. its 53.5% direct and indirect participation in Chilean water utility company Empresa de Servicios Sanitarios de Los Lagos S.A. (“ESSAL”), a vertically integrated, regional water and wastewater provider with approximately 230,000 connections in Southern Chile. In compliance with local regulation in Chile, a tender offer process was launched for the remaining shares of ESSAL. The tender offer was completed on October 14, 2020 and the settlement of the tendered shares occurred on October 19, 2020, resulting in APUC acquiring approximately 94% of the outstanding shares of ESSAL for an aggregate purchase price of $162.1 million.
Acquisition of Ascendant

– Subsequent to quarter end on November 9, 2020, APUC announced that it successfully completed its acquisition of Ascendant Group Limited (“Ascendant”). Ascendant’s major subsidiary, Bermuda Electric Light Company (“BELCO”), is the sole electric utility in Bermuda, providing safe and reliable regulated electrical generation, transmission and distribution services to approximately 36,000 connections.
Sustainability Report and ESG Goals

– On October 2, 2020, APUC released its 2020 Sustainability Report which outlines the Company’s progress towards its environmental, social and governance (“ESG”) goals and demonstrates its ongoing commitment to delivering mission-critical services and renewable energy solutions. The 2020 Sustainability Report enhances the Company’s ESG disclosure to provide transparency and a higher level of detail around priority ESG issues for the Company’s stakeholders. The Company expects to release in the fourth quarter of 2020 its first ever climate assessment report in response to guidelines established by Financial Stability Board’s Task Force on Climate-Related Financial Disclosures.
Issuance of $600 Million of Green Senior Unsecured Notes
– On September 23, 2020, the Regulated Services Group, through its financing affiliate Liberty Utilities Finance GP 1, completed an inaugural offering into the U.S. 144A market with the issuance of $600.0 million of green senior unsecured notes bearing interest at 2.050% and having a maturity date of September 15, 2030. The net proceeds from the offering of the notes will be used to finance or refinance wind energy projects and other eligible green investments.
Completion of Great Bay II Solar Project

– On August 13, 2020, the Renewable Energy Group’s 43 MW Great Bay II Solar Facility, located in southern Maryland, achieved full commercial operations (“COD”). The Great Bay II Solar Facility is the Renewable Energy Group’s fifth solar generating facility and is expected to generate approximately 72.9 GW-hrs of energy per year with the majority of output being sold through a long-term financial hedge.
Completion of Sugar Creek Wind Project –
On November 9, 2020, the Renewable Energy Group’s 202 MW Sugar Creek Wind Facility, located in Logan County, Illinois, achieved COD. The Sugar Creek Wind Facility is the Renewable Energy Group’s 13th wind powered electric generating facility and is expected to generate approximately 708.2 GW-hrs of energy per year with the majority of output being sold through a long-term financial hedge. Renewable energy credits (“RECs”) from the facility will be sold under long-term contracts to utilities in the state.
Impact of COVID-19 on Operating Results

– The COVID-19 pandemic and resulting business suspensions and shutdowns have changed consumption patterns of residential, commercial and industrial customers across all three modalities of utility services, including decreased consumption among certain commercial and industrial customers. Primarily as a result of the decreased demand, total Divisional Operating Profit of the Regulated Services Group for the three and nine months ended September 30, 2020, has decreased by approximately $4.2 million and $14.0 million as compared to the same periods in the prior year and represents a reduction of approximately $0.01 and $0.02 on Adjusted Net Earnings per share¹ (see “Non-GAAP Financial Measures and Use of Non-GAAP Financial Measures”). For the three and nine months ended September 30, 2020, the Renewable Energy Group’s results were not adversely impacted by the pandemic, due to a largely contracted and diversified generation fleet.
Cost Containment Strategies
– In response to both the unfavourable weather variance experienced in the first quarter of 2020 and the impacts from COVID-19, the Company began implementing cost containment strategies that would not impact safe and reliable delivery of utility services to customers. For the nine months ended September 30, 2020, the Company was able to achieve approximately $18.0 million in cost savings. The Company expects to achieve further expense reductions of between $5.0 million and $10.0 million in the last three months of 2020.

¹ The impacts of COVID-19 were estimated by normalizing sales in both periods for changes in weather and attributing the remaining variances to COVID-19.

APUC’s supplemental information is available on the web site at www.AlgonquinPowerandUtilities.com and in our corporate filings on SEDAR at www.sedar.com and EDGAR at www.sec.gov.

Earnings Conference Call

APUC will hold an earnings conference call at 10:00 a.m. eastern time on Friday, November 13, 2020 hosted by President and Chief Executive Officer, Arun Banskota and Chief Financial Officer, Arthur Kacprzak.

Date:	Friday, November 13, 2020
Time:	10:00 a.m. ET
Conference Call Access:	Toll Free Canada/US:	1-800-319-4610
	Toronto local:	416-915-3239
	Please ask to join the Algonquin Power & Utilities Corp. conference call
Presentation Access:	http://services.choruscall.ca/links/algonquinpower20201113.html Presentation also available at: www.algonquinpowerandutilities.com
Call Replay: ( available until November 27, 2020)	Toll Free Canada/US:	1-855-669-9658
Call Replay: ( available until November 27, 2020)	Vancouver local:	1-604-674-8052
	Access code:	5344

About Algonquin Power & Utilities Corp., Liberty Utilities, and Liberty Power

APUC is a diversified international generation, transmission, and distribution utility with approximately $11 billion of total assets. Through its two business groups, Liberty Utilities and Liberty Power, APUC is committed to providing safe, secure, reliable, cost-effective, and sustainable energy and water solutions through its portfolio of electric generation, transmission, and distribution utility investments to over 1 million customer connections, largely in the United States and Canada. APUC is a global leader in renewable energy through its portfolio of long-term contracted wind, solar, and hydroelectric generating facilities representing over 2 GW of installed capacity and approximately 1.4 GW of incremental renewable energy capacity under construction.

APUC is committed to delivering growth and the pursuit of operational excellence in a sustainable manner through an expanding global pipeline of renewable energy and electric transmission development projects, organic growth within its rate-regulated generation, distribution, and transmission businesses, and the pursuit of accretive acquisitions.

APUC’s common shares, Series A preferred shares, and Series D preferred shares are listed on the Toronto Stock Exchange under the symbols AQN, AQN.PR.A, and AQN.PR.D, respectively. APUC’s common shares, Series 2018-A subordinated notes and Series 2019-A subordinated notes are listed on the New York Stock Exchange under the symbols AQN, AQNA and AQNB, respectively.

Visit APUC at www.algonquinpowerandutilities.com and follow us on Twitter @AQN_Utilities.

Caution Regarding Forward-Looking Information

Certain statements included in this news release constitute ”forward-looking information” within the meaning of applicable securities laws in each of the provinces of Canada and the respective policies, regulations and rules under such laws and ”forward-looking statements” within the meaning of the U.S. Private Securities Litigation Reform Act of 1995 (collectively, ”forward-looking statements”). The words “will”, “expects”, “plans”, “intends” and similar expressions are often intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words. Specific forward-looking statements in this news release include, but are not limited to: expectations regarding the use of proceeds from financings; expectations regarding future generation of the Great Bay Solar II Solar Facility and the Sugar Creek Wind Facility; expectations regarding the release of the Company’s first climate assessment report; and expectations regarding future expense reductions. These statements are based on factors or assumptions that were applied in drawing a conclusion or making a forecast or projection, including assumptions based on historical trends, current conditions and expected future developments. Since forward-looking statements relate to future events and conditions, by their very nature they require making assumptions and involve inherent risks and uncertainties. APUC cautions that although it is believed that the assumptions are reasonable in the circumstances, these risks and uncertainties give rise to the possibility that actual results may differ materially from the expectations set out in the forward-looking statements. Material risk factors and assumptions include those set out in APUC’s most recent annual and interim Management Discussion & Analysis and Annual Information Form. Given these risks, undue reliance should not be placed on these forward-looking statements, which apply only as of their dates. Other than as specifically required by law, APUC undertakes no obligation to update any forward-looking statements to reflect new information, subsequent or otherwise.

Non-GAAP Financial Measures and Use of Non-GAAP Financial Measures

The terms “Adjusted Net Earnings”, “Adjusted EBITDA”, “Adjusted Funds from Operations” and “Divisional Operating Profit” are used in this press release. The terms “Adjusted Net Earnings”, “Adjusted EBITDA”, “Adjusted Funds from Operations” and “Divisional Operating Profit” are not recognized measures under U.S. GAAP. There is no standardized measure of “Adjusted Net Earnings”, “Adjusted EBITDA”, “Adjusted Funds from Operations” and “Divisional Operating Profit”; consequently, APUC’s method of calculating these measures may differ from methods used by other companies and therefore may not be comparable to similar measures presented by other companies. A calculation and analysis of “Adjusted Net Earnings”, “Adjusted EBITDA”, “Adjusted Funds from Operations” and “Divisional Operating Profit”, including a reconciliation to the U.S. GAAP equivalent, where applicable, can be found in APUC’s Management Discussion & Analysis for the three and nine months ended September 30, 2020.

Adjusted EBITDA

Adjusted EBITDA is a non-GAAP measure used by many investors to compare companies on the basis of ability to generate cash from operations. APUC uses these calculations to monitor the amount of cash generated by APUC as compared to the amount of dividends paid by APUC. APUC uses Adjusted EBITDA to assess the operating performance of APUC without the effects of (as applicable): depreciation and amortization expense, income tax expense or recoveries, acquisition costs, litigation expenses, interest expense, gain or loss on derivative financial instruments, write down of intangibles and property, plant and equipment, earnings attributable to non-controlling interests, non-service pension and post-employment costs, cost related to tax equity financing, costs related to management succession and executive retirement, costs related to prior period adjustments due to U.S. Tax Reform, costs related to condemnation proceedings, gain or loss on foreign exchange, earnings or loss from discontinued operations, changes in value of investments carried at fair value, and other typically non-recurring items. APUC adjusts for these factors as they may be non-cash, unusual in nature and are not factors used by management for evaluating the operating performance of the Company. APUC believes that presentation of this measure will enhance an investor’s understanding of APUC’s operating performance. Adjusted EBITDA is not intended to be representative of cash provided by operating activities or results of operations determined in accordance with U.S. GAAP, and can be impacted positively or negatively by these items.

Adjusted Net Earnings

Adjusted Net Earnings is a non-GAAP measure used by many investors to compare net earnings from operations without the effects of certain volatile primarily non-cash items that generally have no current economic impact or items such as acquisition expenses or litigation expenses that are viewed as not directly related to a company’s operating performance. APUC uses Adjusted Net Earnings to assess its performance without the effects of (as applicable): gains or losses on foreign exchange, foreign exchange forward contracts, interest rate swaps, acquisition costs, one-time costs of arranging tax equity financing, litigation expenses and write down of intangibles and property, plant and equipment, earnings or loss from discontinued operations, unrealized mark-to-market revaluation impacts (other than those realized in connection with the sales of development assets), costs related to management succession and executive retirement, costs related to prior period adjustments due to U.S. Tax Reform, costs related to condemnation proceedings, changes in value of investments carried at fair value, and other typically non-recurring items as these are not reflective of the performance of the underlying business of APUC. The Non-cash accounting charge related to the revaluation of U.S. deferred income tax assets and liabilities as a result of implementation of the effects of the Tax Cuts and Jobs Act (“U.S. Tax Reform”) is adjusted as it is also considered a non-recurring item not reflective of the performance of the underlying business of APUC. APUC believes that analysis and presentation of net earnings or loss on this basis will enhance an investor’s understanding of the operating performance of its businesses. Adjusted Net Earnings is not intended to be representative of net earnings or loss determined in accordance with U.S. GAAP, and can be impacted positively or negatively by these items.

Adjusted Funds from Operations

Adjusted Funds from Operations is a non-GAAP measure used by investors to compare cash flows from operating activities without the effects of certain volatile items that generally have no current economic impact or items such as acquisition expenses that are viewed as not directly related to a company’s operating performance. APUC uses Adjusted Funds from Operations to assess its performance without the effects of (as applicable): changes in working capital balances, acquisition expenses, litigation expenses, cash provided by or used in discontinued operations and other typically non-recurring items affecting cash from operations as these are not reflective of the long-term performance of the underlying businesses of APUC. APUC believes that analysis and presentation of funds from operations on this basis will enhance an investor’s understanding of the operating performance of its businesses. Adjusted Funds from Operations is not intended to be representative of cash flows from operating activities as determined in accordance with U.S. GAAP, and can be impacted positively or negatively by these items.

Divisional Operating Profit

Divisional Operating Profit is a non-GAAP measure. APUC uses Divisional Operating Profit to assess the operating performance of its business groups without the effects of (as applicable): depreciation and amortization expense, corporate administrative expenses, income tax expense or recoveries, acquisition costs, litigation expenses, interest expense, gain or loss on derivative financial instruments, write down of intangibles and property, plant and equipment, gain or loss on foreign exchange, earnings or loss from discontinued operations, non-service pension and post-employment costs, and other typically non-recurring items. APUC adjusts for these factors as they may be non-cash, unusual in nature and are not factors used by management for evaluating the operating performance of the divisional units. Divisional Operating Profit is calculated inclusive of interest, dividend and equity income earned from indirect investments, and Hypothetical Liquidation at Book Value (“HLBV”) income, which represents the value of net tax attributes earned in the period from electricity generated by certain of its U.S. wind power and U.S. solar generation facilities. APUC believes that presentation of this measure will enhance an investor’s understanding of APUC’s divisional operating performance. Divisional Operating Profit is not intended to be representative of cash provided by operating activities or results of operations determined in accordance with U.S. GAAP.

Capitalized terms used herein and not otherwise defined will have the meanings assigned to them in the Company’s most recent AIF.

Reconciliation of Adjusted EBITDA to Net Earnings

The following table is derived from and should be read in conjunction with the consolidated statement of operations. This supplementary disclosure is intended to more fully explain disclosures related to Adjusted EBITDA and provides additional information related to the operating performance of APUC. Investors are cautioned that this measure should not be construed as an alternative to consolidated net earnings in accordance with U.S. GAAP.

	Three Months Ended September 30				Nine Months Ended September 30
(all dollar amounts in $ millions)	2020		2019		2020		2019
Net earnings attributable to shareholders	$	55.9	$	115.8	$	278.3	$	358.8
Add (deduct):
Net earnings attributable to the non-controlling interest, exclusive of HLBV¹	3.4		7.6		11.7		22.8
Income tax expense (recovery)	(19.7)		22.0		13.5		57.6
Interest expense	45.6		45.7		136.6		134.1
Other net losses³	16.9		5.7		44.8		14.1
Pension and post-employment non-service costs	2.4		5.0		9.3		10.0
Change in value of investments carried at fair value²	23.4		(64.4)		(95.7)		(180.0)
Gain on derivative financial instruments	(0.3)		(15.4)		(1.7)		(15.6)
Realized loss on energy derivative contracts	(0.3)		—		(1.0)		(0.2)
Loss (gain) on foreign exchange	(0.9)		(0.9)		(5.6)		0.1
Depreciation and amortization	71.5		65.8		226.1		206.6
Adjusted EBITDA	$	197.9	$	186.9	$	616.3	$	608.3


¹	HLBV represents the value of net tax attributes earned during the period primarily from electricity generated by certain U.S. wind power and U.S. solar generation facilities. HLBV earned in the three and nine months ended September 30, 2020 amounted to $11.8 million and $49.1 million as compared to $12.0 million and $49.0 million during the same period in 2019.
²	See Note 6 in the unaudited interim consolidated financial statements
³	See Note 16 in the unaudited interim consolidated financial statements

Reconciliation of Adjusted Net Earnings to Net Earnings

The following table is derived from and should be read in conjunction with the consolidated statement of operations. This supplementary disclosure is intended to more fully explain disclosures related to Adjusted Net Earnings and provides additional information related to the operating performance of APUC. Investors are cautioned that this measure should not be construed as an alternative to consolidated net earnings in accordance with U.S. GAAP.

The following table shows the reconciliation of net earnings to Adjusted Net Earnings exclusive of these items:

	Three Months Ended September 30				Nine Months Ended September 30
(all dollar amounts in $ millions except per share information)	2020		2019		2020		2019
Net earnings attributable to shareholders	$	55.9	$	115.8	$	278.3	$	358.8
Add (deduct):
Loss (gain) on derivative financial instruments	(0.3)		0.5		(1.7)		0.2
Realized loss on energy derivative contracts	(0.3)		—		(1.0)		(0.2)
Other net losses²	16.9		5.9		44.8		14.2
Loss (gain) on foreign exchange	(0.9)		(0.9)		(5.6)		0.1
Change in value of investments carried at fair value¹	23.4		(64.4)		(95.7)		(180.0)
Other non-recurring adjustments	—		—		1.0		—
Adjustment for taxes related to above³	(6.6)		12.3		18.8		24.6
Adjusted Net Earnings	$	88.1	$	69.2	$	238.9	$	217.7
Adjusted Net Earnings per share	$	0.15	$	0.14	$	0.43	$	0.43


¹	See Note 6 in the unaudited interim consolidated financial statements
²	See Note 16 in the unaudited interim consolidated financial statements
³	Includes a one-time tax expense of $9.3 million to reverse the benefit of deductions taken in the prior year. See Note 15 in the unaudited interim consolidated financial statements.

Reconciliation of Adjusted Funds from Operations to Cash Flows from Operating Activities

The following table is derived from and should be read in conjunction with the consolidated statement of operations and consolidated statement of cash flows. This supplementary disclosure is intended to more fully explain disclosures related to Adjusted Funds from Operations and provides additional information related to the operating performance of APUC. Investors are cautioned that this measure should not be construed as an alternative to funds from operations in accordance with U.S GAAP.

The following table shows the reconciliation of funds from operations to Adjusted Funds from Operations exclusive of these items:

	Three Months Ended September 30				Nine Months Ended September 30
(all dollar amounts in $ millions)	2020		2019		2020		2019
Cash flows from operating activities	$	121.4	$	188.1	$	331.2	$	443.8
Add (deduct):
Changes in non-cash operating items	23.7		(70.8)		80.3		(30.5)
Production based cash contributions from non-controlling interests	—		—		3.4		3.6
Acquisition-related costs	2.9		2.8		6.1		5.2
Adjusted Funds from Operations	$	148.0	$	120.1	$	421.0	$	422.1

View original content:http://www.prnewswire.com/news-releases/algonquin-power–utilities-corp-announces-2020-third-quarter-and-year-to-date-financial-results-301172470.html

SOURCE Algonquin Power & Utilities Corp.

November 12, 2020 7:44 pm

Willamette Valley Vineyards Posts a Profit for Q3 2020

PR Newswire

SALEM, Ore., Nov. 12, 2020 /PRNewswire/ — Willamette Valley Vineyards, Inc. (NASDAQ:WVVI) (the “Company”), a leading Oregon producer of Pinot Noir, generated income applicable to common shareholders of $640,347, or $0.13 cents per share, for the third quarter of 2020, up from $595,748 or $0.12 cents per share, for the third quarter in the prior year, representing a $44,599, or 7.5%, increase in income applicable to common shareholders in the third quarter of 2020 compared to the third quarter of 2019.

Sales revenue for the three months ended September 30, 2020 and 2019 were $6,918,131 and $6,758,367, respectively, an increase of $159,764, or 2.4%, in the current year period over the prior year period. This increase was mainly caused by an increase in direct sales of $265,018 being partially offset by a decrease in sales through distributors of $105,254 in the current year three-month period over the same period in the prior year. The increase in revenue from direct sales to consumers was primarily the result of increased retail sales revenues from our brand ambassador program and increased wine sales made over the internet, which more than offset lower revenues from hospitality and kitchen sales mostly due to the restrictions on the operation of our tasting rooms resulting from the COVID-19 pandemic in 2020. The decrease in revenue from sales through distributors was primarily attributed to lower sales to restaurants and similar businesses as many of these establishments have been closed or had other restrictions placed on them due to the COVID-19 pandemic in 2020.

Gross profit for the three months ended September 30, 2020 and 2019 was $4,221,197 and $4,064,022, respectively, an increase of $157,175, or 3.9%, in the third quarter of 2020 over the same quarter in the prior year.

Selling, general and administrative expenses for the three months ended September 30, 2020 and 2019 was $2,917,363 and $2,789,695 respectively, an increase of $127,668, or 4.6%, in the current quarter over the same quarter in the prior year. This increase was primarily the result of an increase in selling expenses of $15,918, or 0.9% and an increase in general and administrative expenses of $111,750, or 12.0% in the current quarter compared to the same quarter last year.

Net income for the three months ended September 30, 2020 and 2019 was $896,799 and $852,200, respectively, an increase of $44,599, or 5.2%, in the third quarter of 2020 over the same quarter in the prior year.

Jim Bernau, Founder and CEO of the winery, said, “The winery has continued to demonstrate brand strength, in the face of COVID-19 regulatory restrictions, benefiting from strong stockholder support in retail stores and direct shipments from the winery. It is inspiring to witness our employees’ resourcefulness in protecting their fellow employees and guests while driving sales and making excellent wines.”

The extent of the impact of the COVID-19 pandemic on the Company’s business is highly uncertain and difficult to predict, as the response to the pandemic is continuing to evolve. The severity of the impact of the COVID-19 pandemic on the Company’s business will depend on a number of factors, including, but not limited to, the duration and severity of the pandemic and the extent and severity of the impact on the Company’s customers, all of which are uncertain and cannot be predicted.

For a complete discussion of the Company’s financial condition and operating results for the third quarter, see our Form 10-Q for the three months ended September 30, 2020, as filed with the United States Securities and Exchange Commission on EDGAR.

Willamette Valley Vineyards, Inc. is headquartered at its Estate Vineyard near Salem, Oregon. The Company’s common stock is traded on NASDAQ (WVVI).

Forward-looking statements in this release are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. These forward-looking statements involve risks and uncertainties that are based on current expectations, estimates and projections about the Company’s business, and beliefs and assumptions made by management. Words such as “expects,” “anticipates,” “intends,” “plans,” “believes,” “seeks,” “estimates” “intends,” “plans,” “predicts,” “potential,” “should,” or “will” or the negative thereof and variations of such words and similar expressions are intended to identify such forward-looking statements. Therefore, actual outcomes and results may differ materially from what is expressed or forecasted in such forward-looking statements due to numerous factors, including, but not limited to: availability of financing for growth, availability of adequate supply of high quality grapes, successful performance of internal operations, impact of competition, changes in wine broker or distributor relations or performance, impact of possible adverse weather conditions, impact of reduction in grape quality or supply due to disease or smoke from forest fires, changes in consumer spending, the reduction in consumer demand for premium wines and the impact of the COVID-19 pandemic and the policies of United States federal, state and local governments in response to such pandemic. In addition, such statements could be affected by general industry and market conditions and growth rates, and general domestic economic conditions. Many of these risks as well as other risks that may have a material adverse impact on our operations and business, are identified in Item 1A “Risk Factors” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2019, as well as in the Company’s other Securities and Exchange Commission filings and reports.

The following is the Company’s Condensed Statement of Income for the three months and nine months ended September 30, 2020 compared to the three and nine months ended September 30, 2019:

			Three months ended		Nine months ended
			September 30,		September 30,
			2020	2019	2020	2019

SALES, NET			$ 6,918,131	$ 6,758,367	$ 19,008,680	$ 17,547,990
COST OF SALES			2,696,934	2,694,345	7,373,909	6,704,974

GROSS PROFIT			4,221,197	4,064,022	11,634,771	10,843,016

OPERATING EXPENSES
	Sales and marketing		1,876,455	1,860,537	5,238,493	5,542,123
	General and administrative		1,040,908	929,158	3,064,332	2,865,697
		Total operating expenses	2,917,363	2,789,695	8,302,825	8,407,820

INCOME FROM OPERATIONS			1,303,834	1,274,327	3,331,946	2,435,196

OTHER INCOME (EXPENSE)
	Interest income		2,615	25,268	17,845	35,554
	Interest expense		(103,283)	(110,547)	(314,158)	(332,049)
	Other income (expense), net		37,097	(18,060)	137,899	103,040

INCOME BEFORE INCOME TAXES			1,240,263	1,170,988	3,173,532	2,241,741

INCOME TAX PROVISION			(343,464)	(318,788)	(869,230)	(603,154)

NET INCOME			896,799	852,200	2,304,302	1,638,587

Accrued preferred stock dividends			(256,452)	(256,452)	(769,356)	(769,357)

INCOME APPLICABLE TO COMMON SHAREHOLDERS			$ 640,347	$ 595,748	$ 1,534,946	$ 869,230

Earnings per common share after preferred dividends, basic and diluted			$ 0.13	$ 0.12	$ 0.31	$ 0.18

Weighted-average number of common shares outstanding			4,964,529	4,964,529	4,964,529	4,964,529

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SOURCE Willamette Valley Vineyards

November 12, 2020 7:41 pm

McKean Defense Announces Signing of Definitive Agreement to Acquire Mikros Systems Corporation

PR Newswire

PHILADELPHIA and FORT WASHINGTON, Pa., Nov. 12, 2020 /PRNewswire/ — McKean Defense Group, Inc. (“McKean“), a leading Employee-Owned Life Cycle Management, Engineering, Enterprise Transformation, and Program Management business headquartered in Philadelphia, PA, announced today that it has signed a definitive agreement to acquire Mikros Systems Corporation (OTCQB: MKRS) (“Mikros”), an advanced technology company specializing in electronic systems technology for advanced maintenance in military, industrial and commercial applications, for approximately $4.6 million in cash.

Under the terms of the agreement, McKean will acquire all of the outstanding common stock of Mikros for cash payment of $0.13 per share via merger. The boards of directors of both McKean and Mikros have approved the transaction. The acquisition is expected to close in the first quarter of 2021, subject to customary closing conditions, including approval by Mikros’ stockholders.

Mikros brings cutting edge product and technology solutions that strongly compliment McKean’s U.S. Navy portfolio. “McKean’s maintenance engineers and modernization analysts have helped shape strategies for new ship programs and increasing the maintainability of the Surface Navy,” said Joseph Carlini, Chief Executive Officer of McKean. “With the added capabilities and skills from the Mikros acquisition, McKean will strengthen our support to the Littoral Combat Systems (LCS) platform and add significant combat systems monitoring and diagnostic analytics to our strategic offerings.”

Paul Casner, Chairman of the Board of Directors of Mikros, said “We ran a broad and comprehensive process, engaging with multiple potential buyers, and are pleased that the process culminated in a transaction that maximizes value for our stockholders. The combination of McKean and Mikros strengthens both companies and provides the Navy with world class engineering and support.” Tom Meaney, Chief Executive Officer of Mikros Systems, added “This transaction is a testament to our outstanding team of talented employees and the company they have built. We have grown Mikros from a small research organization into a prime Defense Contractor providing proprietary remote maintenance and monitoring solutions to the United States Navy. McKean gives Mikros a much larger platform to expand our combat systems maintenance product lines with the U.S. Navy, while increasing reliability and reducing sustainment costs.”

Stevens & Lee, P.C. served as McKean’s legal counsel. Mikros was advised in this transaction by Spouting Rock Capital Advisors, LLC, and received a fairness opinion from Guide Cap Partners, LLC. Fox Rothschild LLP served as Mikros’ legal counsel.

About McKean
McKean Defense is an 100% Employee Owned company with cutting edge engineers, developers, technical staff, programmers, analysts, and program managers who identify and deploy new shipboard technologies, integrate information technology across shipboard platforms, and develop strategies to support the Warfighter. McKean Defense’s employees create strategic solutions to help customers reach new levels of mission support and transform their organizations. More information is available at www.mckean-defense.com.

About Mikros
Mikros Systems Corporation is an advanced technology company specializing in the development and production of electronic systems technology for advanced maintenance in military, industrial and commercial applications. Mikros’ capabilities include technology management, electronic systems engineering and integration, radar systems engineering, command, control, communications, computers and intelligence systems engineering, and communications engineering. For more information on Mikros, please visit www.mikrossystems.com.

McKean and Mikros Forward-Looking Statements

This communication contains forward-looking statements. Forward-looking statements are statements that are not historical facts and may include projections and estimates and their underlying assumptions, statements regarding plans, objectives, intentions and expectations with respect to future financial results, events, operations, services, product development and potential, and statements regarding future performance. Forward-looking statements are generally identified by the words “expects”, “anticipates”, “believes”, “intends”, “estimates”, “plans”, “will be” and similar expressions. Although McKean’s and Mikros’ management each believes that the expectations reflected in such forward-looking statements are reasonable, investors are cautioned that forward-looking information and statements are subject to various risks and uncertainties, many of which are difficult to predict and generally beyond the control of McKean and Mikros, that could cause actual results and developments to differ materially from those expressed in, or implied or projected by, the forward-looking information and statements. These risks and uncertainties include among other things, risks related to McKean’s and Mikros’ ability to complete the acquisition on the proposed terms or on the proposed timeline or at all, including risks related to the receipt of required Mikros stockholder approval, the possibility that other conditions to the completion of the acquisition may not be satisfied, the possibility that competing offers will be made, other risks associated with executing business combination transactions, disruption from the proposed acquisition making it more difficult to conduct business as usual or to maintain relationships with customers, employees, manufacturers, or suppliers, as well as other risks related to McKean’s and Mikros’ respective businesses. While the list of factors presented here is representative, no list should be considered a statement of all potential risks, uncertainties or assumptions that could have a material adverse effect on the companies’ respective financial condition or results of operations. The foregoing factors should be read in conjunction with the risks and cautionary statements discussed or identified in the public filings with the U.S. Securities and Exchange Commission (the “SEC”) made by Mikros, including those listed under “Risk Factors” and “Disclosure Regarding Forward-Looking Statements” in Mikros’ annual report on Form 10-K for the year ended December 31, 2019, and its other filings with the SEC. The forward-looking statements speak only as of the date hereof and, other than as required by applicable law, McKean and Mikros do not undertake any obligation to update or revise any forward-looking information or statements.

Additional Information for Mikros stockholders

The proxy solicitation of holders of the outstanding shares of Mikros common stock referenced in this press release has not yet commenced. This press release is for informational purposes only and is neither an offer to purchase nor a solicitation of an offer to sell securities, nor is it a solicitation of proxies or a substitute for the proxy materials that Mikros will file with the SEC. THE PROXY STATEMENT WILL CONTAIN IMPORTANT INFORMATION. MIKROS STOCKHOLDERS ARE URGED TO READ THESE DOCUMENTS CAREFULLY WHEN THEY BECOME AVAILABLE (AS EACH MAY BE AMENDED OR SUPPLEMENTED FROM TIME TO TIME) BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION THAT HOLDERS OF MIKROS SECURITIES SHOULD CONSIDER BEFORE MAKING ANY DECISION REGARDING THE TRANSACTION DESCRIBED IN THIS PRESS RELEASE. The proxy statement will be made available for free at the SEC’s website at www.sec.gov. Additional copies may be obtained by contacting Mikros.

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SOURCE Mikros Systems Corporation

November 12, 2020 7:35 pm

Sunworks Terminates Merger Agreement with The Peck Company Holdings, Inc.

Sunworks Terminates Merger Agreement with The Peck Company Holdings, Inc.

Merger Proposal Fails to Win Sunworks Stockholder Approval

SOUTH BURLINGTON, Vt.–(BUSINESS WIRE)–
The Peck Company Holdings, Inc. (NASDAQ: PECK) (“Peck”), a leading commercial solar engineering, procurement and construction (EPC) company was informed today by Sunworks, Inc. (NASDAQ: SUNW) (“Sunworks”), a provider of solar power solutions for agriculture, commercial and industrial (“ACI”), public works and residential markets, that the Merger Agreement previously announced on August 10, 2020 was terminated by Sunworks due to its inability to obtain stockholder approval.

Sunworks had established October 9, 2020 as the record date for determining stockholders eligible to vote at the Sunwork’s Special Meeting of Stockholders and as of the record date, there were 16,628,992 shares of Common Stock outstanding and entitled to vote. At the Sunwork’s Special Meeting of Stockholders only 4,362,575 votes were cast, or 26% of the total outstanding shares. This total fell short of the quorum required to vote on the proposed merger. Peck had been informed that approximately 65% of the shares voted had voted in favor of the merger but Sunworks and its proxy solicitor did not believe adjourning the Special Meeting and continued solicitation of proxies would enable it to obtain the requisite stockholder vote due to Sunwork’s widely dispersed stockholder base. Accordingly Sunworks terminated the merger but indicated its desire to continue to have strategic discussions to determine other ways for the two companies to work together.

Peck had received sufficient proxies to approve the merger but, due to Sunwork’s termination, Peck cancelled its scheduled Special Meeting of Stockholders.

Chairman and CEO of Peck, Jeffrey Peck commented, “Our stockholders were in favor of the merger with Sunworks, so we are committed to finding alternative ways that we can work efficiently together and to leverage the synergies between our two companies in the coming months.”

About The Peck Company Holdings, Inc.

Headquartered in South Burlington, VT, The Peck Company Holdings, Inc. (NASDAQ: PECK) is a 2nd-generation family business founded in 1972 and rooted in values that align people, purpose, and profitability. Ranked by Solar Power World as one of the leading commercial solar contractors in the Northeastern United States, Peck provides EPC services to solar energy customers for projects ranging in size from several kilowatts for residential properties to multi-megawatt systems for large commercial and utility scale projects. Peck has installed over 160 megawatts worth of solar systems since it started installing solar in 2012 and continues its focus on profitable growth opportunities. Please visit www.peckcompany.com for additional information.

Forward Looking Statements

This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements include, but are not limited to, statements about (i) the Company’s future business relationship with Sunworks,, including synergies, (ii) Peck’s plans, objectives, expectations and intentions and other statements contained in this press release that are not historical facts; and (iii) other statements identified by words such as “expects” “anticipates,” “intends,” “plans,” “believes,” “seeks,” “estimates,” “targets,” “projects,” or words of similar meaning generally intended to identify forward-looking statements. These forward-looking statements are based upon the current beliefs and expectations of the management of Peck and are inherently subject to significant business, economic and competitive uncertainties and contingencies, many of which are beyond the control of Peck. In addition, these forward-looking statements are subject to assumptions with respect to future business strategies and decisions that are subject to change. Actual results may differ materially from the anticipated results discussed in these forward-looking statements because of possible uncertainties.

The following factors, among others, could cause actual results to differ materially from the anticipated results or other expectations expressed in the forward-looking statements: (1) the termination of the Merger Agreement (2) the amount of any costs, fees, expenses, impairments and charges related to the abandoned merger; (3) uncertainty as to the effects of the announcement of the termination of the merger on the market price of Peck’s Common Stock and/or on its financial performance; (4) uncertainty as to the long-term value of Peck’s Common Stock; (5) the ability of Peck to raise capital from third parties to grow its business; (6) operating costs, loss of customers and business disruption following the abandonment of the merger, including adverse effects on relationships with employees and customers, may be greater than expected; (7) economic, competitive, regulatory, environmental and other factors may adversely affect the businesses in which Peck is e engaged; and (8) the impact of COVID-19 and the related federal, state and local restrictions on Peck’s operations and workforce, the impact of COVID-19 and such restrictions on customers of Peck and the impact of COVID-19 on the supply chain and availability of shipping and distribution of Peck. . Additional factors that could cause actual results to differ materially from those expressed in the forward-looking statements are discussed in Peck’s reports (such as Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K) filed with the SEC and available on the SEC’s Internet site (http://www.sec.gov).

View source version on businesswire.com: https://www.businesswire.com/news/home/20201112006136/en/

The Peck Company Holdings Investor Contacts:

Michael d’Amato

[email protected]

p802-264-2040

ClearThink

[email protected]

KEYWORDS: United States North America Vermont

INDUSTRY KEYWORDS: Alternative Energy Energy Utilities

MEDIA:

November 12, 2020 7:33 pm

Cipher Pharmaceuticals Reports Third Quarter 2020 Financial Results

Canada NewsWire

Revenue Increases Sequentially to $4.9 million

EBITDA² was $2.7 million or 55% of net revenue

OAKVILLE, ON, Nov. 12, 2020 /CNW/ – Cipher Pharmaceuticals Inc. (TSX: CPH) (“Cipher” or “the Company“) today announced its financial and operating results for the three and nine months ended September 30, 2020. Unless otherwise noted, all figures are in U.S. dollars.

Q3 2020 Financial Highlights

(All figures in U.S. dollars, compared to Q3 2019 unless otherwise noted)

Total revenue was $4.9 million compared to $5.8 million
Total operating expenses excluding impairment of intangible assets decreased 18% to $2.5 million
Net Income increased to $1.6 million compared to a loss of $2.1 million
EBITDA² was $2.7 million or 55% of net revenue compared to a loss of $0.4 million
EPS was $0.06(CDN$0.08) compared to a loss of $0.08

Management Commentary

“The COVID-19 pandemic continued to impact the economy during the third quarter of 2020. Cipher is navigating through this environment while executing on business improvements and cost reductions. Cipher demonstrated strong profitability during the third quarter and sequential growth in revenue despite market conditions that have not fully normalized. Our focus continues to be on driving profitability, strengthening the balance sheet and looking for the right opportunities for growth,” said Mr. Craig Mull, Interim CEO.

“Epuris continued to perform well in the quarter, revenue was $1.8 million compared to $1.9 million in the third quarter of 2019. Epuris finished the quarter with a 41% market share in the Canadian market, up from 40% in the comparative period. Licensing revenue for Absorica was $2.3 million, a decrease of $0.3 million compared to Q3 2019. Absorica’s market share for the three months ended September 30, 2020 was approximately 6% compared to approximately 8% for the three months ended September 30, 2019, according to Symphony. Market share including Sun’s Absorica LD was approximately 7%.”

“Third quarter results show sequential growth in revenue and strong year over year growth in earnings. Starting in Q4, we will be ramping up our strategic promotional efforts to drive market share on our core brands. Excluding an impairment charge total operating costs decreased 18% in the third quarter over last year. This optimized cost structure resulted in EBITDA increasing to $2.7 million or 55% of net revenue compared to a loss of $0.4 million last year. Our focus for the rest of the year will be on continuing strategic promotional marketing efforts in the Canadian market.”

Management Update on Pipeline projects

Tattoo program (“DTR001”) – “In our tattoo program (“DTR001″), the US patent office issued a Notice of Allowance for the US patent application covering Tattoo dermal compositions (topical, transdermal and intradermal). We have received encouraging results from the proof of concept studies and identified a lead candidate compound. Planning is currently underway for the next focused preclinical animal study that will incorporate test parameters that could potentially broaden and reinforce the existing IP portfolio.” said Mr. Craig Mull, Interim CEO.

MOB-015 (“Nail fungus”) – “Our development partner, Moberg, has developed a proprietary formulation that can deliver a higher concentration of active drug to the nail bed than competing products on the market. To date, Moberg has conducted two Phase III studies for MOB-015 that have met the primary endpoint. Although the overall cure rates were low, there was a significant antifungal effect, as demonstrated in the secondary endpoints of the studies where the mycological cure was achieved in 84% of patients, which is unprecedented for a topical treatment and even higher than reported for oral treatments. Cipher is continuing discussions with Moberg on next steps.”

Alitretinoin – “We also continue to work with our development partner, Galephar, on a number of interesting projects including Alitretinoin, a drug for severe hand eczema, for the U.S. market. Cipher and Galephar are working closely and expect to receive feedback from a recent clinical protocol submission to the FDA. Cipher continues to evaluate the market potential for this product.”

Q3 2020 Financial Review

(All figures are in U.S. dollars)

Total revenue was $4.9 million for Q3 2020, compared to $5.8 million for the prior year. The main driver for the $1.0 million decrease in revenue was a decrease in Licensing revenue.

Licensing revenue was $2.9 million for the three months ended September 30, 2020, compared to $3.6 million for the three months ended September 30, 2019. Licensing revenue from Absorica in the U.S. was $2.3 million, up sequentially from $1.8 million but down from $2.6 million for the three months ended September 30, 2019. Absorica ended the quarter with a 6.0% market share, or 7% including Sun’s Absorica LD.

Product revenue was $2.0 million for Q3 2020, compared to $2.2 million in Q3 2019. Product revenue from Epuris was $1.8 million during the quarter compared to $1.9 million the prior period. According to Symphony, Epuris had a prescription market share of approximately 41% in Canada for the three months ended June 30, 2020, compared to 40% for the three months ended September 30, 2019.

Total operating expenses decreased 61% to $2.5 million for Q3 2020 compared to $6.5 million for Q3 2019. The decrease was primarily driven by a decrease in impairment of intangible assets and restructuring costs. Excluding an impairment charge total operating costs decreased 18% in the third quarter over last year.

SG&A expense was $1.6 million for Q3 2020, an increase of $0.4 million compared to the prior period. The increase in SG&A was primarily driven by an increase in costs related to legal and consulting spend.

Net income was $1.6 million, or $0.06 per basic and diluted share (CDN$0.08) in Q3 2020, compared to a loss of $2.1 million, or a loss of $0.08 per basic and diluted share, in Q3 2019. EBITDA was $2.7 million or 55% of net revenue for the quarter, compared to a loss of $0.4 million in Q3 2020. Adjusted EBITDA for Q3 2020 was $2.8 million or 58% of net revenue, compared to $3.7 million in Q3 2019.

The Company generated $5.5 million in cash from operating activities during the nine-month period ended September 30, 2020. As of September 30, 2020, the Company had cash of $4.7 million and $1.7 million drawn on the credit facility. The Company’s credit facility has been paid off as at October 30, 2020.

Update on normal course issuer bid

(“

NCIB”) program

As announced in the August 12, 2020 press release, Cipher has purchased for cancellation 30,000 common shares during the quarter ended September 30, 2020 under the NCIB program.

Financial Statements and MD&A

Cipher’s Financial Statements for the third quarter ended September 30, 2020, and Management’s Discussion and Analysis (the “MD&A“) for the three and nine months ended September 30, 2020, are available on the Company’s website at www.cipherpharma.com in the “Investors” section under “Financial Reports” and on SEDAR at www.sedar.com.

Notice of Conference Call

Cipher will hold a conference call on November 13, 2020, at 8:30 a.m. (ET) to discuss its financial results and other corporate developments.

To access the conference call by telephone, dial (416) 764-8688 or (888) 390-0546 and use conference ID 46246305.
A live audio webcast will be available at https://produceredition.webcasts.com/starthere.jsp?ei=1397006&tp_key=a8d3b9b5c2 or the Investor Relations section of the Company’s website at http://www.cipherpharma.com.
Webcast playback will be available until November 20, 2020.

About Cipher Pharmaceuticals Inc.

Cipher Pharmaceuticals (TSX: CPH) is a specialty pharmaceutical company with a robust and diversified portfolio of commercial and early to late-stage products. Cipher acquires products that fulfill unmet medical needs, manages the required clinical development and regulatory approval process, and currently markets those products either directly in Canada or indirectly through partners in Canada, the U.S., and South America. For more information, visit www.cipherpharma.com.

Forward-Looking Statements

This document includes forward-looking statements within the meaning of applicable securities laws. These forward-looking statements include, among others, statements with respect to our objectives and goals and strategies to achieve those objectives and goals, as well as statements with respect to our beliefs, plans, expectations, anticipations, estimates and intentions and statements relating to the Special Committee’s review of the strategic direction of the Company and its strategic priorities including the anticipated benefits thereof. The words “may”, “will”, “could”, “should”, “would”, “suspect”, “outlook”, “believe”, “plan”, “anticipate”, “estimate”, “expect”, “intend”, “forecast”, “objective”, “hope” and “continue” (or the negative thereof), and words and expressions of similar import, are intended to identify forward-looking statements.

By their very nature, forward-looking statements involve inherent risks and uncertainties, both general and specific, which give rise to the possibility that predictions, forecasts, projections and other forward-looking statements will not be achieved. Certain material factors or assumptions are applied in making forward-looking statements and actual results may differ materially from those expressed or implied in such statements. We caution readers not to place undue reliance on these statements as a number of important factors, many of which are beyond our control, could cause our actual results to differ materially from the beliefs, plans, objectives, expectations, anticipations, estimates and intentions expressed in such forward-looking statements. These factors include, but are not limited to, the extent and impact of the coronavirus (COVID-19) outbreak on our business including any impact on our contract manufacturers and other third party service providers, our ability to enter into development, manufacturing and marketing and distribution agreements with other pharmaceutical companies and keep such agreements in effect; our dependency on a limited number of products; our dependency on protection from patents that will expire; integration difficulties and other risks if we acquire or in-license technologies or product candidates; reliance on third parties for the marketing of certain products; the product approval process is highly unpredictable; the timing of completion of clinical trials, regulatory submissions and regulatory approvals; reliance on third parties to manufacture our products and events outside of our control that could adversely impact the ability of our manufacturing partners to supply products to meet our demands; we may be subject to future product liability claims; unexpected product safety or efficacy concerns may arise; we generate license revenue from a limited number of distribution and supply agreements; the pharmaceutical industry is highly competitive; requirements for additional capital to fund future operations; products in Canada may be subject to pricing regulation; dependence on key managerial personnel and external collaborators; no assurance that we will receive regulatory approvals in the U.S., Canada or any other jurisdictions and current uncertainty surrounding health care regulation in the U.S.; certain of our products are subject to regulation as controlled substances; limitations on reimbursement in the healthcare industry; limited reimbursement for products by government authorities and third-party payor policies; products may not be included on list of drugs approved for use in hospitals; hospital customers may make late payments or not make any payments; various laws pertaining to health care fraud and abuse; reliance on the success of strategic investments and partnerships; the publication of negative results of clinical trials; unpredictable development goals and projected time frames; rising insurance costs; ability to enforce covenants not to compete; risks associated with the industry in which we operate; we may be unsuccessful in evaluating material risks involved in completed and future acquisitions; we may be unable to identify, acquire or integrate acquisition targets successfully; legacy risks from operations conducted in the U.S.; inability to meet covenants under our long term debt arrangement; compliance with privacy and security regulation; our policies regarding returns, allowances and chargebacks may reduce revenues; certain current and future regulations could restrict our activities; additional regulatory burden and controls over financial reporting; reliance on third parties to perform certain services; general commercial litigation, class actions, other litigation claims and regulatory actions; the difficulty for shareholders to realize in the United States upon judgments of U.S. courts predicated upon civil liability of the Company and its directors and officers who are not residents of the United States; the potential violation of intellectual property rights of third parties; our efforts to obtain, protect or enforce our patents and other intellectual property rights related to our products; changes in U.S., Canadian or foreign patent laws; litigation in the pharmaceutical industry concerning the manufacture and supply of novel and generic versions of existing drugs; inability to protect our trademarks from infringement; shareholders may be further diluted if we issue securities to raise capital; volatility of our share price; the fact that we have a significant shareholder; we do not currently intend to pay dividends; our operating results may fluctuate significantly; and our debt obligations will have priority over the common shares of the Company in the event of a liquidation, dissolution or winding up.

We caution that the foregoing list of important factors that may affect future results is not exhaustive. When reviewing our forward-looking statements, investors and others should carefully consider the foregoing factors and other uncertainties and potential events. Additional information about factors that may cause actual results to differ materially from expectations, and about material factors or assumptions applied in making forward-looking statements, may be found in the “Risk Factors” section of this MD&A and the Annual Information Form for the year ended December 31, 2019, and elsewhere in our filings with Canadian securities regulators. Except as required by Canadian securities law, we do not undertake to update any forward-looking statements, whether written or oral, that may be made from time to time by us or on our behalf; such statements speak only as of the date made. The forward-looking statements included herein are expressly qualified in their entirety by this cautionary language.

1)
At the Q3 2020 average exchange rate

2)
EBITDA is a non-IFRS financial measure. The term EBITDA (earnings before interest, taxes, depreciation and amortization,) does not have any standardized meaning under IFRS and therefore may not be comparable to similar measures presented by other companies. Rather, these measures are provided as additional information to complement IFRS measures by providing a further understanding of operations from management’s perspective. The Company defines Adjusted EBITDA as earnings before interest expense, income taxes, depreciation of property and equipment, amortization of intangible assets, loss on debt extinguishment, non-cash share-based compensation, restructuring costs, changes in fair value of derivative financial instruments, impairment of intangible assets and goodwill and foreign exchange gains and losses from the translation of Canadian cash balances.

The following is a summary of how EBITDA and Adjusted EBITDA are calculated:


(IN THOUSANDS OF U.S. DOLLARS)	Three months ended September 30, 2020	Three months ended September 30, 2019	Nine months ended September 30, 2020	Nine months ended September 30, 2019
	$	$	$	$
Income (loss) from continuing operations	1,603	(2,182)	4,486	(7)
Add back:
Depreciation and amortization	306	289	907	898
Interest expense, net	95	190	278	633
Income taxes	670	1,268	3,855	2,169
EBITDA	2,674	(435)	9,526	3,693
EBITDA as % of Net revenue	55%	(7%)	62%	22%
Change in fair value of derivative financial instrument	(12)	1	4	(14)
Restructuring costs	147	794	147	1,454
Loss (gain) from the translation of Canadian cash balances	(27)	20	(11)	36
Impairment of intangible assets	—	3,454	—	3,454
Share-based compensation	50	(163)	140	(94)
Adjusted EBITDA	2,832	3,671	9,806	8,529
Adjusted EBITDA as % of Net revenue	58%	63%	63%	52%

SOURCE Cipher Pharmaceuticals Inc.

November 12, 2020 7:33 pm

Valvoline Increases Quarterly Dividend and Announces $100 Million Share Repurchase Authorization

PR Newswire

LEXINGTON, Ky., Nov. 12, 2020 /PRNewswire/ — Valvoline Inc. (NYSE: VVV) today announced that its board of directors increased the quarterly cash dividend on the company’s common stock by nearly 11 percent to $0.125 per share. The quarterly dividend will be payable on Dec. 15, 2020, to shareholders of record as of the close of business on Nov. 30, 2020.

The board of directors also authorized the company to repurchase up to $100 million of its common stock. The timing and amount of any purchase of shares of common stock will be based on the level of Valvoline’s liquidity, general business and market conditions and other factors, including alternative investment opportunities. The term of the new share repurchase authorization extends through Sept. 30, 2021. The dividend and share repurchase authorization is part of a broader capital allocation framework to deliver value to shareholders by first driving growth in the business, organically and through acquisitions, and then returning excess cash to shareholders through dividends and share repurchases.

About Valvoline™

Valvoline Inc. (NYSE: VVV) is a leading worldwide marketer and supplier of premium branded lubricants and automotive services, with sales in more than 140 countries. Established in 1866, the Company’s heritage spans more than 150 years, during which time it has developed powerful brand recognition across multiple product and service channels. Valvoline ranks as the No. 3 passenger car motor oil brand in the DIY market by volume. It operates and franchises nearly 1,500 quick-lube locations, and it is the No. 2 chain by number of stores in the United States under the Valvoline Instant Oil Change^SM brand and the No. 3 chain by number of stores in Canada under the Valvoline Great Canadian Oil Change brand. It also markets Valvoline lubricants and automotive chemicals, including Valvoline High Mileage with MaxLife technology motor oil for engines over 75,000 miles; Valvoline Advanced Full Synthetic motor oil; Valvoline Premium Blue™ heavy-duty motor oil; Valvoline Multi-Vehicle Automatic Transmission Fluid; and Zerex™ antifreeze. To learn more, visit www.valvoline.com.

™ Trademark, Valvoline or its subsidiaries, registered in various countries
^SM Service mark, Valvoline or its subsidiaries, registered in various countries

FOR FURTHER INFORMATION:

Sean T. Cornett

Sr. Director, Investor Relations
+1 (859) 357-2798
[email protected]

Michele Gaither Sparks

Sr. Director, Corporate Communications
+1 (859) 221-9699
[email protected]

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SOURCE Valvoline Inc.

November 12, 2020 7:33 pm

Pinehurst Announces Entering into a Definitive Agreement with Silver Bullet Mines

TORONTO, Nov. 12, 2020 (GLOBE NEWSWIRE) — Pinehurst Capital I Inc. (TSXV: PHT.P) (the “Corporation” or “Pinehurst”), a capital pool company listed on the TSX Venture Exchange (“TSXV”), and Silver Bullet Mines Inc. (“Silver Bullet”, and together with Pinehurst, the “Parties”), a mining company focused on silver exploration at its 100% owned Black Diamond Property located near Globe, Arizona (the “Property”), are pleased to announce that the Parties have entered into a binding definitive agreement effective November 12, 2020 (the “Definitive Agreement”) pursuant to which the Parties intend to complete a business combination transaction, which, subject to certain conditions and applicable shareholder and regulatory approvals, will result in a reverse takeover of Pinehurst by Silver Bullet (the “Transaction”). The combined public company resulting from the Transaction (the “Resulting Issuer”) will carry on the business of Silver Bullet.

Black Diamond Technical Report

Pinehurst and Silver Bullet are also pleased to announce that they are in receipt of a technical report (the “TechnicalReport”) dated November 3, 2020 titled “Black Diamond Property, Gila County, Arizona” prepared by Robert G. Komarechka, P.Geo. in accordance with National Instrument 43-101 – Standards of Disclosure for Mineral Projects (“NI 43-101”) in respect of the Property. Highlights of the Technical Report Include:

The Property is located in the Globe copper camp of Gila Country in central Arizona, approximately 90 miles (145km) east of Phoenix. The Property is centred on the Richmond Basin, 9 miles (14.5km) north of the city of Globe, and the site of high-grade silver discoveries in the 1870s. Silver discoveries on the Property first brought the mining industry to the Globe copper camp in the 1870s. The first major discovery being the Old Dominion copper mine, started in 1873, that produced over 800 million pounds in its 50-year life. The Globe copper camp is near its 150th year of continuous operation as a major copper mining and production center. The past producing mines of the Richmond Basin included the McMorris, La Platta, Silver Nugget, Seven Sisters, Helene, Chilson Shafts and others based on the silver-copper veins of the area. These past producers provide the initial exploration and development targets for Silver Bullet. These mines are also part of the Arizona silver belt that extends from the famous Silver King mine near Superior, Arizona and is now attracting other silver exploration companies to this prolific area for mineral discovery.

The Property includes 232 Bureau of Land Management (“BLM”) claims in a large block totalling approximately 4,790 acres (1,938 ha) of land within the Tonto National Forest. The Property is road accessible from the city of Globe. The Property is in good standing with BLM fees paid to September 1, 2021.

Silver Bullet also holds a lease on the Buckeye Patent of approximately 16 acres (6.5 ha) and contained within the Property. The lease agreement with the local land-owners is in good standing and is in place for 17 more years from the date of this report with escalating annual payments.

The Property shows various types of mineralization that could be associated with the Laramide-age intrusives and the overall structural trends. The McMorris Mine vein, trending west-northwest and the Buckeye Mine vein, trending northeast, are thought to be epithermal in origin along pre-existing structures. These occurrences lie along the Arizona Silver Belt that extends from the Silver King mine near Superior, Arizona in the west. The Black Copper Prospect shows more characteristics of a skarn and again appears to be associated with a northeast structural feature.

Recent exploration within the last 10 years on the Property is at a modestly advanced stage with no defined resources but includes several programs by previous option holders. Initially, a reconnaissance map of limited extent was undertaken on the claim area at the time to locate the main workings and geology. Of the many historic workings on the Property three main target areas were selected and targeted for further work. The McMorris Vein Area, Black Copper Prospect and the Buckeye Mine. The recent historic work done on the Property is described below.

Work on the McMorris Vein Area by Trueclaim Resources (US) Inc. in 2011 was focussed on six accessible old trenches that were mapped and sampled. The best sampling results of this work included a 15 foot (4.572m) section along the McMorris Vein grading 33 oz/ton Ag (1,138.29 g/t Ag). Note that these assay values may not be representative of the average grade for the entire vein as they represent the average of spot samples along the length surveyed within the trenches.

At the Black Copper Prospect (previously known as the Iron Nugget Prospect) the best sample returned a high of 7.45% copper with over 2 g/t (0.058 oz/t) of gold. This prospect is described as a potential skarn target as the mineralization contains massive magnetite and is proximal to limestone. This target is especially interesting as significant silver, copper and gold mineralization was mined in the area from such styles of mineralization outside of the Black Diamond claim group, as illustrated by the historic Old Dominion Mine, located outside of the Property less than 10 km away. The Old Dominion, the first major mine of the Globe copper camp, produced over 850 million pounds of copper, plus silver and gold over its 50 years of operations. This deposit highlights one style of potential target for the Property. An NI 43-101 compliant technical report “Iron Nugget Property Arizona USA” was prepared in 2013 by Nick Barr for Trueclaim Resources (US) Inc.

The third prospective area to see recent localized exploration is the Buckeye Mine located on patented land. This site saw mapping and sampling as a first round of work. This was followed by rehabilitation of the decline tunnel access to the vein. Limited test mining of silver-copper mineralization recovered the heavier silver bearing minerals using gravity separation to yield material for the production of dore bars. Approximately 500 ounces (14.17 kg) in dore bars were produced in 2017 from this operation. Also in 2017, the vein was tested with diamond drilling of 14 holes totaling 8,000 feet (2,438 m) each intersecting the vein at varying depths up to 800 feet (244 m) below the mine workings and for over 1200 ft (366m), along strike, confirming continuity of the vein with it being open along strike and dip. Significant historic anecdotal accounts of production from The Buckeye Mine and historic grades up to 8,970 oz/ton silver (307,542.7 g/t) silver with 30.7% copper in select grab sampling from the vein mineralization were reported.

The Property also saw the start of a soil geochemistry sampling program. This program was initiated by Northern Sphere Mining Inc. in 2017 on three small blocks yielding a total of approximately 800 multi-element assay results. The results of this program highlighted several anomalous areas for copper, silver, zinc, and manganese. The blocks cover, or are adjacent to, the three targeted prospects discussed above, the McMorris Vein, the Black Copper and the Buckeye Mine. The limits of these anomalous areas are not defined. A continuing sampling program will be part of the proposed exploration plans on the Property.

The soil geochemical surveys were later complemented in 2018 by Northern Sphere Mining Inc. with a regional hyperspectral survey which identified areas of rock alteration that appear to be indicative of mineralization coincident with several of the geochemical anomalies. The spectral survey also indicated potential structural corridors, one along the eastern side of the project within the Black Diamond Property, that will be examined in the upcoming exploration program.

The Property is at a near advanced stage exploration but with no resources and a further drill program being planned. Mineralization is identified on the Property at several key prospects. The styles of mineralization are known and have delivered significant assay results. The Property is also advanced in terms of development with the completion of test mining, underground bulk sampling, and proven silver beneficiation work at the Buckeye Mine in 2017. Only limited exploration programs were conducted thus far at the three target areas. The full extent of the mineralization at these prospects and along their hosting structures is to be investigated in the upcoming recommended programs. As well, the evaluation of many past workings and identification of new targets will be undertaken with the expansion of the soil geochemical surveys to the rest of the Property tied in with ground truthing of the hyperspectral anomalies. It is hoped this work will identify additional mineralization corridors for epithermal silver mineralization and vector further exploration activity towards any further skarn or even underlying copper porphyry targets on the Property.

The recommendations and plans also include continuation of the test mining and bulk sampling at the Buckeye Mine. Due to the advanced stage of development on this target and its existing underground workings, further understanding of the continuity of the vein system and the ability to sample, follow and define the existing mineralization will be facilitated using drilling from the underground workings. Silver Bullet plans to process and recover the metals from further bulk sampling from the Buckeye Mine at an offsite mill to be located on private land in the Globe-Miami area. This procedure is recommended due to the access allowed by the private land status of the patent lands at Buckeye. It will also develop operational efficiencies when the exploration program proceeds to the McMorris Mine area. The mineralization at the McMorris Mine area is similar in nature to the Buckeye and underground access for exploration and development are in place as well, however old workings need to be accessed, rehabilitated and then used for future exploration and development.

The recommended exploration and development programs for these programs is approximately $2.5 million in Phase 1. There is significant opportunity to expand the exploration programs in a Phase 2 program once key targets for resource delineation are identified. Phase 2 would require an initial budget of C$2 million. An added 15% contingency would bring the total to approximately $5 million for both programs.

Note that a qualified person has not done sufficient work to classify the historical estimates as current mineral resources or mineral reserves
,
and Silver Bullet is not treating the historical estimates as current mineral resources or mineral reserves.

The Technical Report can be found on Silver Bullet’s website at www.silverbulletmines.com. Ronald Wortel, President of Silver Bullet states “we are confident the technical report presents the potential for high grade silver on the Property. The report also covers the copper potential as we are in a copper camp. The Old Dominion style of mineralization and its trend is noted, and alteration that suggests we look at the copper porphyry target is there as well. We are pleased that the report is completed and provides the plan for moving this exciting project to discovery and development”.

The Transaction

Under the terms of the Definitive Agreement, the Transaction will be completed by way of a three-cornered amalgamation (the “Amalgamation”) among Pinehurst, Silver Bullet, and Pinehurst I Acquisition Corp. (“Subco”), a wholly owned subsidiary of Pinehurst incorporated for the purposes of completing the Transaction, under the CanadaBusiness Corporations Act. The Amalgamation will result in Silver Bullet combining its corporate existence with Subco, and the entity resulting from the Amalgamation will be a wholly-owned subsidiary of Pinehurst.

Silver Bullet Financing

In connection with the Transaction, Silver Bullet intends on completing a non-brokered private placement (the “Financing”) of aggregate proceeds of not less than C$3,000,000 by the issuance of units (the “Units”) at a price of thirty cents (C$0.30) per Unit (the “Offering Price”). Each Unit will consist of one common share and one-half of one common share purchase warrant, with each whole warrant being exercisable for one common share at an exercise price of fifty cents (C$0.50) for a two-year term. Silver Bullet may engage an agent (the “Agent”) to act on a “commercially reasonable efforts” basis for the Financing and in connection therewith may pay a commission to the Agent in an amount to be determined. The proceeds of the Financing will be used to fund the recommended exploration program on the Property, continuing operating expenses, and for general working capital purposes.

Shareholders Meetings

Prior to the completion of the Transaction, Pinehurst intends to hold an annual, general and special meeting of shareholders to approve certain matters required to be completed in connection with the Transaction pursuant to the Definitive Agreement, including, among other things, (i) a consolidation of the issued and outstanding common shares of Pinehurst (the “Pinehurst Shares”) on the basis of C$700,000 divided by the Offering Price (the “Consolidation”), (ii) the Board and Management Reconstitution (as defined and described below), and (iii) a change in the name of Pinehurst to “Silver Bullet Mines Corp.” or such other name as may be accepted by the relevant regulatory authorities and acceptable to Silver Bullet (the “Name Change”). Silver Bullet also intends to hold a special meeting of its shareholders to approve, among other things, the Transaction and the Amalgamation.

Proposed Directors and Officers of the Resulting Issuer

Upon completion of the Transaction, it is anticipated that the board of directors and management of the Resulting Issuer will be reconstituted such that the directors of the Resulting Issuer will be comprised of John Carter, Ronald Wortel, Peter Clausi and Jon Wiesblatt and two (2) other nominees of Silver Bullet (the “Board and Management Reconstitution”). Further details about the proposed nominee directors and officers of the Resulting Issuers (including biographies) will be provided in a comprehensive press release at such time as the Parties have settled upon all nominees.

Closing Conditions

Completion of the Transaction is subject to a number of conditions customary to transactions of the nature of the Transaction, including, but not limited to: (i) the receipt of all required regulatory, corporate, shareholder, stock exchange, and third-party approvals, and (ii) the completion of the Financing, the Consolidation, the Name Change and the Board and Management Reconstitution. There can be no assurance that any one or more of the Transaction, the Financing, the Consolidation, the Name Change, the Board and Management Reconstitution, and/or any other matters to be undertaken in connection with the Transaction will be completed as proposed or at all.

Additional details of the Transaction will be available in the disclosure document to be prepared in connection with the Transaction (the “Disclosure Document”).

The management information circular prepared in respect of the meeting of the shareholders of Pinehurst (the “Pinehurst Circular”), and the Disclosure Document will be filed and be available for viewing on SEDAR under the Corporation’s profile.

For further information, please contact:

David Rosenkrantz
Pinehurst Capital I Inc., CEO
e: [email protected]
p: 416-865-0123

Peter M. Clausi
Silver Bullet Mines Inc., VP Capital Markets
e: [email protected]
p: 416-890-1232

Information concerning Silver Bullet has been provided to the Corporation by Silver Bullet for inclusion in this press release.

Completion of the Transaction is subject to a number of conditions, including but not limited to, TSXV acceptance and if applicable pursuant to Exchange Requirements (as that term is defined in the policies of the TSXV), majority of the minority shareholder approval. Where applicable, the Transaction cannot close until the required shareholder approval is obtained. There can be no assurance that the Transaction will be completed as proposed or at all.

Readers are cautioned that, except as disclosed in the management information circular or filing statement to be prepared in connection with the Transaction, any information released or received with respect to the Transaction may not be accurate or complete and should not be relied upon. Trading in the securities of a capital pool company should be considered highly speculative.

The TSXV has in no way passed upon the merits of the proposed transaction and has neither approved nor disapproved the contents of this press release. Neither the TSXV nor its Regulation Services Provider (as that term is defined in the policies of the TSXV) accepts responsibility for the adequacy or accuracy of this release.

The securities referenced herein have not been, nor will be, registered under the United States Securities Act of 1933, as amended, and may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons absent U.S. registration or an applicable exemption from U.S. registration requirements. This release does not constitute an offer for sale of securities in the United States.

Cautionary and Forward-Looking Statements

This news release contains certain statements that constitute forward-looking statements as they relate to Pinehurst, Silver Bullet, their respective leadership teams and the intended Resulting Issuer. Forward-looking statements are not historical facts but represent management’s current expectation of future events, and can be identified by words such as “believe”, “expects”, “will”, “intends”, “plans”, “projects”, “anticipates”, “estimates”, “continues” and similar expressions. Although management believes that the expectations represented in such forward-looking statements are reasonable, there can be no assurance that they will prove to be correct.

By their nature, forward-looking statements include assumptions and are subject to inherent risks and uncertainties that could cause actual future results, conditions, actions or events to differ materially from those in the forward-looking statements. If and when forward-looking statements are set out in this new release, Pinehurst will also set out the material risk factors or assumptions used to develop the forward-looking statements. Except as expressly required by applicable securities laws, Pinehurst assumes no obligation to update or revise any forward-looking statements. The future outcomes that relate to forward-looking statements may be influenced by many factors, including but not limited to: closing on the Transaction as described above in a timely manner; SARS CoV-2; reliance on key personnel; shareholder and regulatory approvals; activities and attitudes of communities local to the location of the Property; risks of future legal proceedings; income tax matters; availability and terms of financing; distribution of securities; commodities pricing; currency movements, especially as between the USD and CDN; effect of market interest rates on price of securities; and, potential dilution. SARS CoV-2 creates risks that at this time are immeasurable and impossible to define.

This news release is approved by Ronald J. Wortel, P. Eng, the President of Silver Bullet, who is a Qualified Person in accordance with NI 43-101

November 12, 2020 7:26 pm

Algonquin Power & Utilities Corp. Declares Fourth Quarter 2020 Common Share Dividend of U.S. $0.1551 (C$0.2019)

PR Newswire

OAKVILLE, ON, Nov. 12, 2020 /PRNewswire/ – Algonquin Power & Utilities Corp. (“APUC”) (TSX: AQN) (NYSE: AQN) announced today that the Board of Directors has declared a dividend of U.S. $0.1551 per share on its common shares, payable on January 15, 2021, to the shareholders of record on December 31, 2020, for the period from October 1, 2020 to December 31, 2020. Shareholders receiving dividends in cash can elect to receive the dividend in Canadian dollars in the amount of C$0.2019.

The common share dividend will be paid in cash or, if a shareholder has enrolled in the shareholder dividend reinvestment plan (the “Plan”), dividends will be reinvested in additional common shares (“Plan Shares”) of APUC as per the Plan. Plan Shares will be acquired by way of a Treasury Purchase at the average market price as defined in the Plan less a 5% discount.

Pursuant to the Income Tax Act (Canada) and corresponding provincial legislation, APUC hereby notifies its common shareholders that such dividends declared qualify as eligible dividends.

The quarterly dividends payable on common shares are declared in U.S. dollars. Beneficial shareholders (those who hold common shares through a financial intermediary) who are resident in Canada or the United States may request to receive their dividends in either U.S. dollars or the Canadian dollar equivalent by contacting the financial intermediary with whom the common shares are held. Unless the Canadian dollar equivalent is requested, shareholders will receive dividends in U.S. dollars, which, as is often the case, the financial intermediary may convert to Canadian dollars. Registered shareholders receive dividend payments in the currency of residency. Registered shareholders may opt to change the payment currency by contacting AST Trust Company (Canada) at 1-800-387-0825 prior to the record date of the dividend.

The Canadian dollar equivalent of the quarterly dividend is based on the Bank of Canada daily average exchange rate on the day before the declaration date.

About Algonquin Power & Utilities Corp., Liberty Utilities, and Liberty Power

Visit APUC at www.algonquinpowerandutilities.com and follow us on Twitter @AQN_Utilities.

View original content:http://www.prnewswire.com/news-releases/algonquin-power–utilities-corp-declares-fourth-quarter-2020-common-share-dividend-of-us-0-1551-c0-2019-301172465.html

SOURCE Algonquin Power & Utilities Corp.

November 12, 2020 7:26 pm

CRH Medical Corporation Announces 2020 Third Quarter Results

PR Newswire

VANCOUVER, BC, Nov. 12, 2020 /PRNewswire/ – CRH Medical Corporation (TSX: CRH) (NYSE MKT: CRHM) (“CRH” or the “Company”), today announced financial and operating results for the three months ended September 30, 2020.

Third quarter 2020 highlights:

Total revenue of $30.3 million, down 0.2% from third quarter 2019
Anesthesia services revenue of $28.0 million, up 0.1% from third quarter 2019
Product sales revenue of $2.4 million, down 3.4% from third quarter of 2019
Anesthesia patient cases of 94,052 increased 6.0% from third quarter 2019
Adjusted operating EBITDA of $11.8 million, down 9.3% from third quarter 2019
Adjusted operating shareholder EBITDA of $8.0 million, a decrease of 15.2% from third quarter 2019
Through the first nine months of 2020, the Company generated $24.8 million in cash from operating activities and $16.1 million in free cash flow
The Company also completed three acquisitions and one startup joint venture

Tushar Ramani, Chair and Chief Executive Officer of CRH, commented: “Although COVID-19 continued to exert a negative impact upon both of our business segments in the third quarter, we were encouraged by the 125% increase in anesthesia revenue and the 104% increase in O’Regan revenue as compared to Q2 2020. We remain confident in our ability to execute against our key business initiatives in order to extend and augment our growth trajectory.”

Conference Call

CRH will host a conference call to discuss its results on Friday, November 13, 2020, at 8:30 am ET (5:30 am PT). To participate in the conference, please dial 1-888-664-6392, or 1-416-764-8659 and reference confirmation #64836562. An audio replay will be available shortly after the call by dialing 1-888-390-0541 or 1-416-764-8677 and entering access code 836562#. The replay will be available for two weeks after the call.

About CRH Medical Corporation:

CRH Medical Corporation is a North American company focused on providing gastroenterologists throughout the United States with innovative services and products for the treatment of gastrointestinal diseases. In 2014, CRH became a full-service gastroenterology anesthesia company that provides anesthesia services for patients undergoing endoscopic procedures in ambulatory surgical centers. To date, CRH has completed 30 anesthesia acquisitions, and now serves 66 ambulatory surgical centers in 13 states. In addition, CRH owns the CRH O’Regan System, a single-use, disposable, hemorrhoid banding technology that is safe and highly effective in treating all grades of hemorrhoids. CRH distributes the O’Regan System, treatment protocols, operational and marketing expertise as a complete, turnkey package directly to gastroenterology practices, creating meaningful relationships with the gastroenterologists it serves. CRH’s O’Regan System is currently used in all 48 lower US states.

Non-GAAP Measures

This press release makes reference to certain non-GAAP financial measures including adjusted operating EBITDA (in total and broken down as attributable to non-controlling interest and shareholders of the Company) and adjusted operating EBITDA margin as supplemental indicators of its financial and operating performance. Adjusted operating EBITDA is defined as operating income before interest, taxes, depreciation, amortization, stock based compensation, acquisition related expenses and asset impairment charges. Adjusted operating EBITDA margin is defined as operating earnings before interest, taxes, depreciation, amortization, stock based compensation, acquisition related expenses and asset impairment charges as a percentage of revenue. These non-GAAP measures are not recognized measures under US Generally Accepted Accounting Principles (“US GAAP”) and do not have a standardized meaning prescribed by US GAAP and thus the Company’s definition may be different from and unlikely to be comparable to non-GAAP measures presented by other companies. These measures are provided as additional information to complement US GAAP measures by providing further understanding of the Company’s results of operations from management’s perspective. Accordingly, they should not be considered in isolation nor as a substitute for analyses of the Company’s financial information reported under US GAAP. Management uses non-GAAP measures such as adjusted operating EBITDA and adjusted operating EBITDA margin to provide investors with a supplemental measure of the Company’s operating performance and thus highlight trends in the Company’s core business that may not otherwise be apparent when relying solely on US GAAP financial measures. Management also believes that securities analysts, investors and other interested parties frequently use non-GAAP measures in the evaluation of issuers. In addition, management uses these non-GAAP measures in order to facilitate operating performance comparisons from period to period, prepare annual operating budgets, and to assess its ability to meet future debt service, capital expenditure, and working capital requirements. A quantitative reconciliation of adjusted operating EBITDA, and operating EBITDA margin to the most directly comparable measures under US GAAP is presented below.

Cautionary Note Regarding Forward-looking Statements

Information included or incorporated by reference in this press release may contain forward-looking statements. This information may involve known and unknown risks, uncertainties, and other factors which may cause our actual results, performance, or achievements to be materially different from the future results, performance, or achievements expressed or implied by any forward-looking statements. Forward-looking statements, which involve assumptions and describe our future plans, strategies, and expectations, are generally identifiable by use of the words “may,” “will,” “should,” “expect,” “anticipate,” “estimate,” “believe,” “plan,” “intend” or “project” or the negative of these words or other variations on these words or comparable terminology. Certain risks underlying our assumptions are highlighted below; if risks materialize, or if assumptions prove otherwise to be untrue, our results will differ from those suggested by our forward looking statements and our results and operations may be negatively affected. Forward looking statements in this press release include statements regarding the Company’s future growth. Actual events or results may differ materially from those discussed in forward-looking statements. There can be no assurance that the forward-looking statements currently contained in this report will in fact occur. The Company bases its forward-looking statements on information currently available to it. The Company disclaims any intent or obligations to update or revise publicly any forward-looking statements whether as a result of new information, estimates or options, future events or results or otherwise, unless required to do so by law.

Forward-looking information reflects current expectations of management regarding future events and operating performance as of the date of this document. Such information involves significant risks and uncertainties, should not be read as guarantees of future performance or results, and will not necessarily be accurate indications of whether or not such results will be achieved. A number of factors could cause actual results to differ materially from the results discussed in forward-looking information, including, without limitation: Our ability to predict developments in the COVID-19 pandemic and its impact to our operations; changes to payment rates or methods of third-party payors, including United States government healthcare programs, changes to the United States laws and regulations that regulate payments for medical services, the failure of payment rates to increase as our costs increase, or changes to our payor mix, could adversely affect our operating margins and revenues; We are subject to decreases in our revenue and profit margin under our fee for service contracts and arrangements, where we bear the risk of changes in volume, payor mix, radiology, anesthesiology, and pathology benefits, and third-party reimbursement rates; We may or may not successfully identify and complete corporate transactions on favorable terms or achieve anticipated synergies relating to any acquisitions or alliances, and such acquisitions could result in unforeseen operating difficulties and expenditures, or require significant management resources and significant charges; Our senior management has been key to our growth, and we may be adversely affected if we lose any member of our senior management; ASCs or other customers may terminate or choose not to renew their agreements with us; If we are unable to maintain or increase anesthesia procedure volumes at our existing ASCs, the operating margins and profitability of our anesthesia segment could be adversely affected; We may not be able to successfully recruit and retain qualified anesthesia service providers or other independent contractors; We may be unable to enforce the non-competition and other restrictive covenants in our agreements; We operate in an industry that is subject to extensive federal, state, and local regulation, and changes in law and regulatory interpretations; Changes in the medical industry and the economy may affect the Company’s business; Our failure to comply with U.S. federal and state fraud and abuse laws, including anti-kickback laws and other U.S. federal and state anti-referral laws, could have a material, adverse impact on our business; A significant number of our affiliated physicians could leave our affiliated ASCs; Our industry is already competitive and could become more competitive; Unfavorable economic conditions could have an adverse effect on our business; The Company may not be successful in marketing its products and services; Failure to manage third-party service providers may adversely affect our ability to maintain the quality of service that we provide; Congress or states may enact laws restricting the amount out-of-network providers of services can charge and recover for such services; Adverse events related to our product or our services may subject us to risks associated with product liability, medical malpractice or other legal claims, insurance claims, product recalls and other liabilities, which may adversely affect our operations; Our dependence on suppliers could have a material adverse effect on our business, financial condition and results of operations; We may need to raise additional capital to fund future operations; We are subject to various restrictive covenants and events of default under the Credit Facilities; The Affordable Care Act (“ACA”) and potential changes to it may have a significant effect on our business; The Medicare Access and CHIP Reauthorization Act of 2015 (“MACRA”) and potential changes to it may have a significant effect on our business; Government authorities or other parties may assert that our business practices violate antitrust laws; If regulations or regulatory interpretations change, we may be obligated to re-negotiate agreements of our anesthetists, anesthesiologists or other contractors; Despite current indebtedness levels, we may still be able to incur substantially more debt, which could further exacerbate the risks associated with increased leverage; Failure to timely or accurately bill for services could have a negative impact on our net revenue, bad debt expense and cash flow; If we or some of our suppliers fail to comply with the FDA’s Quality System Regulation and other applicable requirements, our manufacturing or processing operations could be disrupted, our sales and profitability could suffer, and we may become subject to a wide variety of FDA enforcement actions; If we fail to maintain an effective system of internal control over financial reporting, we may not be able to accurately report our financial results or prevent fraud. As a result, shareholders could lose confidence in our financial and other public reporting, which would harm our business and the trading price of our common shares; Our industry is the subject of numerous governmental investigations into marketing and other business practices which could result in the commencement of civil and/or criminal proceedings, substantial fines, penalties, and/or administrative remedies, divert the attention of our management, and have an adverse effect on our financial condition and results of operations; We may write-off intangible assets; If we are unable to manage growth, we may be unable to achieve our expansion strategy; The continuing development of our products and provision of our services depends upon us maintaining strong relationships with physicians; Significant shareholders of the Company could influence our business operations, and sales of our shares by such significant shareholders could influence our share price; We have a legal responsibility to the minority owners of the entities through which we own our anesthesia services business, which may conflict with our interests and prevent us from acting solely in our own best interests; Our common shares may be subject to significant price and volume fluctuations; Unfavorable changes or conditions could occur in the states where our operations are concentrated: We may be subject to a variety of regulatory investigations, claims, lawsuits, and other proceedings; Our anesthesia employees and third-party contractors may not appropriately record or document services that they provide; If we are unable to adequately protect or enforce our intellectual property, our competitive position could be impaired; If there is a change in federal or state laws, rules, regulations, or in interpretations of such federal or state laws, rules or regulations, we may be required to redeem our physician partners’ ownership interests in anesthesia companies under the savings clause in our joint venture operating agreements; Our employees and business partners may not appropriately secure and protect confidential information in their possession; Failure to protect our information technology infrastructure against cyber-based attacks, network security breaches, service interruptions or data corruption could significantly disrupt our operations and adversely affect our business and operating results; If securities or industry analysts do not publish research, or publish inaccurate or unfavorable research, about our business, our share price and trading volume could decline; We may be subject to criminal or civil sanctions if we fail to comply with privacy regulations regarding the protection, use and disclosure of patient information; Evolving regulation of corporate governance and public disclosure may result in additional expenses and continuing uncertainty; Anti-takeover provisions could discourage a third party from making a takeover offer that could be beneficial to our shareholders; We are an “emerging growth company” and a “smaller reporting company,” and any decision on our part to comply only with certain reduced reporting and disclosure requirements applicable to such companies could make our common shares less attractive to investors; We do not intend to pay dividends on our common shares, and, consequently, your ability to achieve a return on your investment will depend on appreciation, if any, in the price of our common shares; Tax reform could have a material adverse effect on us; Income tax audits and changes in our effective income tax rate could affect our results of operations; The patent protection for our products may expire before we are able to maximize their commercial value, which may subject us to increased competition and reduce or eliminate our opportunity to generate revenues; and We may face exposure to adverse movements in foreign currency exchange rates.

For a complete discussion of the Company’s business including the assumptions and risks set out above, see the Company’s Form 10-K Annual Report, which is available on EDGAR at www.sec.gov/edgar.shtml or on the Company’s website at www.crhmedcorp.com.

Condensed Consolidated Balance Sheets

(unaudited)

	September 30, 2020		December 31, 2019
Assets
Current assets:
Cash and cash equivalents	$	5,099,498	$	6,568,716
Trade and other receivables, net		20,358,880		20,041,288
Income tax receivable		3,252,973		1,332,129
Loan to equity investment		1,000		—
Prepaid expenses and deposits		426,589		729,483
Inventories, finished goods		296,070		349,324
		29,435,010		29,020,940
Non-current assets:
Property and equipment, net		201,959		251,933
Right of use asset		1,094,732		214,854
Intangible assets, net		168,325,328		163,108,193
Deferred asset acquisition costs		228,777		59,249
Investment		2,016,076		—
Deferred tax assets		12,945,311		10,440,100
		184,812,183		174,074,329
Total assets	$	214,247,193	$	203,095,269
Liabilities
Current liabilities:
Trade and other payables	$	7,449,298	$	6,196,741
Employee benefits		786,115		992,845
Income tax payable		—		28,589
Current portion of lease liability		241,742		125,555
Deferred consideration		—		1,868,052
Earn-out obligation		686,973		1,063,060
Contract payable – CMS Advance		1,808,952		—
Member loan		220,880		68,600
		11,193,960		10,343,442
Non-current liabilities:
Lease liability		865,372		54,300
Contract payable – CMS Advance		91,636		—
Contingent liability		2,617,110		—
Notes payable and bank indebtedness		74,997,205		68,380,345
Deferred tax liabilities		23,786		101,822
		78,595,109		68,536,467
Equity
Common stock, no par value; 71,461,684 and 71,603,584 shares issued and outstanding at September 30, 2020 and December 31, 2019, respectively		56,268,562		56,056,113
Additional paid-in capital		8,648,801		7,168,156
Accumulated other comprehensive loss		(66,772)		(66,772)
Retained earnings		7,423,053		13,154,981
Total equity attributable to shareholders of the Company		72,273,644		76,312,478
Non-controlling interest		52,184,480		47,902,882
Total equity		124,458,124		124,215,360
Total liabilities and equity	$	214,247,193	$	203,095,269

Condensed Consolidated Statements of Operations

(unaudited)

	Three months ended September 30,				Nine months ended September 30,
	2020		2019		2020		2019
Revenue:
Anesthesia services	$	27,983,903	$	27,966,629	$	63,561,613	$	82,685,905
Product sales		2,365,549		2,448,174		5,827,537		7,330,147
		30,349,452		30,414,803		69,389,150		90,016,052
Expenses:
Anesthesia services expense		26,963,897		23,774,049		70,580,981		69,804,891
Product sales expense		1,080,861		1,089,316		3,025,258		3,441,207
Corporate expense		2,219,867		1,838,812		6,344,402		4,645,347
		30,264,625		26,702,177		79,950,641		77,891,445
Operating income (loss)		84,827		3,712,626		(10,561,491)		12,124,607
Net finance expense		441,967		1,125,410		1,386,007		5,696,343
(Gain) loss from equity investment		—		(77,278)		37,839		(416,584)
Other income		(289,669)		—		(5,146,488)		—
Income (loss) before tax		(67,471)		2,664,494		(6,838,849)		6,844,848
Income tax expense (recovery)		(376,237)		565,165		(1,584,165)		736,052
Net and comprehensive income (loss)	$	308,766	$	2,099,329	$	(5,254,684)	$	6,108,796
Attributable to:
Shareholders of the Company	$	(337,954)	$	982,368	$	(5,324,264)	$	2,552,084
Non-controlling interest		646,720		1,116,961		69,580		3,556,712
	$	308,766	$	2,099,329	$	(5,254,684)	$	6,108,796
Earnings (loss) per share attributable to shareholders
Basic	$	(0.005)	$	0.014	$	(0.074)	$	0.036
Diluted	$	(0.005)	$	0.013	$	(0.074)	$	0.035
Weighted average shares outstanding:
Basic		71,506,045		71,831,356		71,558,371		71,845,812
Diluted		71,506,045		72,799,142		71,558,371		73,023,144

Condensed Consolidated Statements of Cash Flows

(unaudited)

		Three months ended September 30,				Nine months ended September 30,
		2020		2019		2020		2019
Operating activities:
Net income (loss)	$	308,766	$	2,099,329	$	(5,254,684)	$	6,108,796
Adjustments for:
Depreciation of property, equipment and intangibles		10,760,397		8,555,909		29,686,467		25,974,283
Stock-based compensation		652,967		706,479		1,900,960		280,348
Unrealized foreign exchange		6,144		(50)		7,745		726
Deferred income tax recovery		(968,387)		(776,300)		(2,358,260)		(2,749,616)
Change in fair value of contingent consideration		(96,294)		181,805		(376,087)		2,771,238
Accretion on contingent consideration and deferred consideration		15,925		10,145		32,833		123,305
Amortization of deferred financing fees		90,411		65,091		269,424		195,273
(Gain) loss from equity investment		—		(77,278)		37,839		(416,584)
Change in current tax receivable		(1,699,529)		(17,826)		(2,174,418)		(154,474)
Change in trade and other receivables		(820,666)		(182,433)		(317,593)		(102,733)
Change in prepaid expenses		102,542		(59,218)		302,894		268,162
Change in inventories		(31,017)		153,837		53,254		45,309
Change in trade and other payables, including contract payable		(640,539)		(83,936)		3,192,069		91,726
Change in employee benefits		135,957		135,609		(206,730)		234,120
Net cash provided by operating activities		7,816,677		10,711,163		24,795,713		32,669,879
Financing activities
Proceeds from (repayment of) member loans		(28,100)		(14,375)		152,280		(18,375)
Equity investment loan		(1,000)		—		(1,000)		—
Repayment of short-term advances		—		—		—		(26,783)
Payment of deferred consideration		(64,827)		—		(1,896,850)		(1,100,000)
Payment of contingent consideration		—		—		—		(4,795,822)
Repayment of notes payable and bank indebtedness		(1,500,000)		(5,625,000)		(9,500,000)		(13,175,000)
Proceeds from bank indebtedness		11,006,750		7,000,000		16,006,750		11,300,000
Proceeds from exercise of stock options		—		6,753		10,680		426,366
Payment of deferred financing fees		(125,000)		—		(159,314)		—
Distributions to non-controlling interest		(3,952,150)		(3,615,819)		(8,688,260)		(11,804,480)
Repurchase of shares for cancellation		(296,600)		(1,109,170)		(652,165)		(3,982,914)
Acquisition of equity interest from non-controlling interest		—		(7,018,658)		—		(9,434,009)
Net cash provided by (used in) financing activities		5,039,073		(10,376,269)		(4,727,879)		(32,611,017)
Investing activities
Acquisition of property and equipment		(10,957)		(4,834)		(32,829)		(45,681)
Deferred asset acquisition costs		56,488		38,437		(191,934)		(440)
Distribution received from equity investment		—		92,400		—		92,400
Purchase adjustment relating to anesthesia service providers acquired in prior periods		—		4,366,000		—		4,366,000
Acquisition of cost investment		(2,016,076)		—		(2,016,076)		—
Acquisition of anesthesia services providers		(11,024,903)		(2,174,003)		(19,296,746)		(9,204,437)
Net cash provided by (used in) investing activities		(12,995,448)		2,318,000		(21,537,585)		(4,792,158)
Effects of foreign exchange on cash and cash equivalents		2,134		(270)		533		1,395
Decrease in cash and cash equivalents		(137,564)		2,652,624		(1,469,218)		(4,731,901)
Cash and cash equivalents, beginning of period		5,237,062		2,562,420		6,568,716		9,946,945
Cash and cash equivalents, end of period	$	5,099,498	$	5,215,044	$	5,099,498	$	5,215,044

Adjusted EBITDA Reconciliation

(in thousands, unaudited)

	Three Months Ended				Nine Months Ended
	September 30,				September 30,
(USD in thousands)	2020		2019		2020		2019
Net and comprehensive income (loss)	$	309	$	2,099	$	(5,254)	$	6,109
Net finance expense		442		1,125		1,386		5,696
(Gain) loss on equity investment		—		(77)		38		(416)
Income tax expense (recovery)		(376)		565		(1,584)		736
Other income – government assistance		(290)		—		(5,147)		—
Operating income (loss)		85		3,713		(10,561)		12,125
Amortization expense		10,735		8,528		29,604		25,892
Depreciation and related expense		26		28		83		82
Stock based compensation		653		706		1,901		280
Acquisition expenses¹		57		83		87		123
Inventory write-downs		—		—		65		—
Other non-recurring items²		—		—		—		931
Other income – government assistance		290		—		5,147		—
Total adjusted operating EBITDA	$	11,845	$	13,058	$	26,324	$	39,433
Adjusted operating EBITDA
attributable to:
Shareholders of the Company	$	7,968	$	9,392	$	17,520	$	27,819
Non-controlling interest	$	3,877	$	3,666	$	8,804	$	11,615

Adjusted Operating Expense Reconciliation

(in thousands, unaudited)

	Three Months Ended September 30,				Nine Months Ended September 30,
	2020		2019		2020		2019
Anesthesia services expense		26,964		23,774		70,581		69,804
Amortization expense		(10,734)		(8,527)		(29,602)		(25,890)
Depreciation and related expense		(3)		(3)		(11)		(9)
Stock based compensation		(148)		(125)		(349)		(359)
Acquisition expenses¹		(57)		(83)		(87)		(123)
Anesthesia services – adjusted operating		16,022		15,036		40,532		43,424
expense		16,022		15,036		40,532		43,424
Product sales expense		1,081		1,089		3,025		3,440
Amortization expense		(1)		(1)		(1)		(2)
Depreciation and related expense		(5)		(5)		(15)		(19)
Stock based compensation		(95)		(82)		(210)		(236)
Inventory write-downs		—		—		(65)		—
Product sales – adjusted operating expense		980		1,002		2,733		3,186
Corporate expense		2,220		1,839		6,345		4,645
Amortization expense		—		—		—		—
Depreciation and related expense		(18)		(20)		(57)		(55)
Stock based compensation		(410)		(500)		(1,343)		313
Other non-recurring items		–		–		–		(931)
Corporate – adjusted operating expenses		1,792		1,319		4,945		3,974
Total operating expense		30,265		26,702		79,951		77,891
Total adjusted operating expense		18,794		17,357		48,211		50,583

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SOURCE CRH Medical Corporation