Market Newsdesk

November 17, 2020 7:01 pm

Galane Gold Releases Financial and Operating Results for Q3 2020

TORONTO, Nov. 17, 2020 (GLOBE NEWSWIRE) — Galane Gold Ltd. (“Galane Gold” or the “Company”) (TSX-V: GG; OTCQB: GGGOF) is pleased to announce the release of its financial results for the three and nine months ended September 30, 2020.

A copy of the unaudited condensed consolidated interim financial statements for the three and nine months ended September 30, 2020 (the “Interim Financial Statements”) prepared in accordance with International Financial Reporting Standards and the corresponding Management’s Discussion and Analysis (the “MD&A”) are available under the Company’s profile on www.sedar.com. All references to “$” in this press release refer to United States dollars.

Third
Quarter 20
20
Highlights

7,974 ounces produced at Mupane with an average sale price of $1,872 per ounce.
1,284 ounces produced at Galaxy with the final pricing to be confirmed at the end of the quotational period in December.
Earnings from mining operations for the period of $3,536,779.
Positive cash flows from operating activities of $5,063,401.
Debt repayments in the period of $1,755,218.
Closing cash balance of $5,332,651.

Galane Gold CEO, Nick Brodie commented: “All in all a very pleasing quarter with the increased gold price continuing to positively impact our operating results, cash flow and debt reduction plan. We expect this impact to grow as we increase production at Galaxy and ramp up to the completion of Phase 1.

We expect to provide a comprehensive update to the market in December on our progress on Phase 1 at Galaxy and our plans for the Phase 2 expansion, with forecasted annual production of 43,000 ounces per year at an all in sustaining cost of $747 per ounce⁽¹⁾ during Phase 2, an increase from the previous forecasted annual production of 26,700 ounces at an all in sustaining cost of $897 an ounce⁽²⁾for Phase 1.”

Covid-19 Update

The Company continues to face challenges related to COVID-19 and operations at both the Mupane and Galaxy sites are currently operating at less than a hundred per cent to ensure the Company complies with best operating practices relating to COVID-19 prevention.

Since September 21, 2020, South Africa has been on Alert Level 1 which is the lowest level and means that most normal activities are allowed as long as health guidelines are followed. As a result, production at Galaxy is restricted to ensure social distancing across the mine and the Company has had to on several occasions cease operations for a limited time in specific areas to manage positive cases in the work force.

On September 28, 2020, the Government of Botswana voted to extend the Covid-19 state of emergency to March 31, 2021. At the Mupane site, the Company continues to follow the health guidelines issued by the Government of Botswana and travel permits are required to travel outside of the Francistown area. This means production has also been restricted to comply with these requirements but the Company has had no positive cases in its workforce at Mupane. As of November 9, 2020 Botswana, opened up its borders to international travel and this has allowed the Company to bring additional skills into the country to assist local management.

About
Galane
Gold

Galane Gold is an un-hedged gold producer and explorer with mining operations and exploration tenements in Botswana and South Africa. Galane Gold is a public company and its shares are quoted on the TSX Venture Exchange under the symbol “GG” and the OTCQB under the symbol “GGGOF”. Galane Gold’s management team is comprised of senior mining professionals with extensive experience in managing mining and processing operations and large-scale exploration programmes. Galane Gold is committed to operating at world-class standards and is focused on the safety of its employees, respecting the environment, and contributing to the communities in which it operates.

Notes

¹ The all in sustaining cost per ounce at Galaxy Gold Mine is supported by a technical report entitled “NI 43-101 Technical Report of Galaxy Gold Mine, South Africa” which was issued July 3, 2020, with an effective date of June 29, 2020, a copy of which is available under the Company’s profile on www.sedar.com.
² The all in sustaining cost per ounce at Galaxy Gold Mine is supported by a technical report entitled “A Technical Report on the Galaxy Gold Mine, Mpumalanga Province, South Africa” which was issued January 4, 2016, with an effective date of September 1, 2015, a copy of which is available under the Company’s profile on www.sedar.com.

Cautionary Notes

Certain statements contained in this press release constitute “forward-looking statements”. All statements other than statements of historical fact contained in this press release, including, without limitation, those regarding the Company’s future financial position and results of operations, strategy, proposed acquisitions, plans, objectives, goals and targets, and any statements preceded by, followed by or that include the words “believe”, “expect”, “aim”, “intend”, “plan”, “continue”, “will”, “may”, “would”, “anticipate”, “estimate”, “forecast”, “predict”, “project”, “seek”, “should” or similar expressions or the negative thereof, are forward-looking statements. These statements are not historical facts but instead represent only the Company’s expectations, estimates and projections regarding future events. These statements are not guarantees of future performance and involve assumptions, risks and uncertainties that are difficult to predict. Therefore, actual results may differ materially from what is expressed, implied or forecasted in such forward-looking statements.

Additional factors that could cause actual results, performance or achievements to differ materially include, but are not limited to: the Company’s dependence on two mineral projects; gold price volatility; risks associated with the conduct of the Company’s mining activities in Botswana and South Africa; regulatory, consent or permitting delays; risks relating to the Company’s exploration, development and mining activities being situated in Botswana and South Africa; risks relating to reliance on the Company’s management team and outside contractors; risks regarding mineral resources and reserves; the Company’s inability to obtain insurance to cover all risks, on a commercially reasonable basis or at all; currency fluctuations; risks regarding the failure to generate sufficient cash flow from operations; risks relating to project financing and equity issuances; risks arising from the Company’s fair value estimates with respect to the carrying amount of mineral interests; mining tax regimes; risks arising from holding derivative instruments; the Company’s need to replace reserves depleted by production; risks and unknowns inherent in all mining projects, including the inaccuracy of reserves and resources, metallurgical recoveries and capital and operating costs of such projects; contests over title to properties, particularly title to undeveloped properties; laws and regulations governing the environment, health and safety; the ability of the communities in which the Company operates to manage and cope with the implications of COVID-19; the economic and financial implications of COVID-19 to the Company; operating or technical difficulties in connection with mining or development activities; lack of infrastructure; employee relations, labour unrest or unavailability; health risks in Africa; the Company’s interactions with surrounding communities and artisanal miners; the Company’s ability to successfully integrate acquired assets; risks related to restarting production; the speculative nature of exploration and development, including the risks of diminishing quantities or grades of reserves; development of the Company’s exploration properties into commercially viable mines; stock market volatility; conflicts of interest among certain directors and officers; lack of liquidity for shareholders of the Company; risks related to the market perception of junior gold companies; and litigation risk. Management provides forward-looking statements because it believes they provide useful information to investors when considering their investment objectives and cautions investors not to place undue reliance on forward-looking information. Consequently, all of the forward-looking statements made in this press release are qualified by these cautionary statements and other cautionary statements or factors contained herein, and there can be no assurance that the actual results or developments will be realized or, even if substantially realized, that they will have the expected consequences to, or effects on, the Company. These forward-looking statements are made as of the date of this press release and the Company assumes no obligation to update or revise them to reflect subsequent information, events or circumstances or otherwise, except as required by law.

Information of a technical and scientific nature that forms the basis of the disclosure in the press release has been
prepared and
approved by
Kevin
Crossling
Pr. Sci. Nat.,
MAusIMM
. and
Business Development Manager
for
Galane
Gold, and a “qualified person” as defined by
NI
43-101.
Mr.
Crossling
has verified the technical and scientific data disclosed herein and has conducted appropriate verification on the underlying data.

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

For further information please contact:

Nick Brodie
CEO, Galane Gold Ltd.
+ 44 7905 089878
[email protected]
www.GalaneGold.com

November 17, 2020 7:00 pm

ProFunds Announces Mutual Fund and VP Fund Share Splits

ProFunds Announces Mutual Fund and VP Fund Share Splits

BETHESDA, Md.–(BUSINESS WIRE)–
ProFunds, a leader in leveraged and inverse fund investing, announced today forward and reverse splits on the ProFunds and VP funds listed below. The forward and reverse splits will not change the value of a shareholder’s investment.

ProFunds Mutual Fund Reverse Splits

Six funds will reverse split at the following split ratios:


Fund Name	Investor Class Ticker	Service Class Ticker	Split Ratio
UltraShort Nasdaq-100	USPIX	USPSX	1:8
Oil Equipment & Services UltraSector	OEPIX	OEPSX	1:4
UltraShort Dow 30	UWPIX	UWPSX	1:4
UltraShort Emerging Markets	UVPIX	UVPSX	1:4
UltraShort International	UXPIX	UXPSX	1:4
UltraBear	URPIX	URPSX	1:4

ProFunds VP Fund Reverse Splits

Four funds will reverse split at the following split ratios:


Fund Name	Split Ratio	CUSIP
VP UltraBull	1:4	743185712
VP UltraShort Nasdaq-100	1:4	743185613
VP Short Small-Cap	1:4	74318A661
VP UltraShort Dow 30	1:5	74318X794

All reverse splits will apply to shareholders of record as of the close of the markets on December 11, 2020. The funds will trade at the post-split prices on December 14, 2020. The ticker symbols and CUSIP numbers for the funds will not change.

The reverse splits will increase the price per share of each fund with a proportionate decrease in the number of shares outstanding. For example, for a 1-for-5 reverse split, every five pre-split shares held by a shareholder will result in the receipt of one post-split share, which will be priced at five times the net NAV of a pre-split share.

Illustration of a Reverse Split

The following table shows an example of the effect of a hypothetical 1-for-5 split:


	# of Shares Owned	Hypothetical NAV per Share	Value of Shares
Pre-Split	1,000	$6.00	$6,000.00
Post-Split	200	$30.00	$6,000.00

ProFunds Mutual Fund Forward Splits

Three funds will split at the following split ratios:


Fund Name	Investor Class Ticker	Service Class Ticker	Split Ratio
Internet UltraSector	INPIX	INPSX	2:1
UltraNasdaq-100	UOPIX	UOPSX	2:1
Consumer Goods UltraSector	CNPIX	CNPSX	2:1

ProFunds VP Fund Forward Split

The following VP fund will split at the following ratio:


Fund Name	Split Ratio	CUSIP
VP UltraNasdaq-100	2:1	743185647

The forward split will apply to shareholders of record as of the close of the markets on December 11, 2020. The fund will trade at its post-split price on December 14, 2020. The ticker symbol and CUSIP number for the fund will not change.

The split will decrease the price per share of the fund with a proportionate increase in the number of shares outstanding. For example, for a 3-for-1 split, every pre-split share held by a shareholder will result in the receipt of three post-split shares, which will be priced at one-third of the net asset value (“NAV”) of a pre-split share.

Illustration of a Forward Split

The following table shows an example of the effect of a hypothetical 3-for-1 split:


	# of Shares Owned	Hypothetical NAV per Share	Value of Shares
Pre-Split	100	$30.00	$3,000.00
Post-Split	300	$10.00	$3,000.00

About ProFunds

ProFunds, founded in 1997, is a premier provider of a diverse lineup of mutual funds offering trading flexibility to all shareholders. In addition to classic broad-market index funds, ProFunds offers leveraged and inverse funds that track a variety of broad market, sector and non-equity benchmarks. Together with ProShares, which launched the first U.S. leveraged and inverse exchange traded funds (ETFs) in 2006, ProFunds and its affiliates are global leaders in leveraged and inverse fund investing.

Many ProFunds routinely employ leveraged investment techniques that magnify gains and losses, and result in greater volatility in value. Each geared (leveraged or inverse) ProFund seeks a return that is a multiple (e.g., 1.5x, -1x) of the return of an index or other benchmark (target) for a single day. Due to the compounding of daily returns, geared ProFunds’ returns over periods other than one day will likely differ in amount and possibly direction from the target return for the same period. These effects may be more pronounced in funds with larger or inverse multiples and in funds with volatile benchmarks. Investors should monitor their ProFunds holdings consistent with their strategies, as frequently as daily. For more on risks, please read the prospectus.

ProFunds are not suitable for all investors because of the sophisticated techniques the funds employ. Investing involves risk, including the possible loss of principal. ProFunds entail certain risks, including risk associated with the use of derivatives (swap agreements, futures contracts and similar instruments), imperfect benchmark correlation, leverage and market price variance, all of which can increase volatility and decrease performance. For more on correlation, leverage and other risks, please read the prospectus. There is no guarantee any ProFund will achieve its investment objective.

All ProFunds are subject to active investor risk. There are no restrictions on the size and frequency of trades and no transaction fees. The frequent exchanges our policies permit can decrease performance, increase expenses and cause investors to incur tax consequences. Other brokerage or service fees may apply.

Carefully consider the investment objectives, risks, charges and expenses of ProFunds before investing. This and other information can be found in their summary and full prospectuses. Read them carefully before investing.

ProFunds are distributed by ProFunds Distributors, Inc.

View source version on businesswire.com: https://www.businesswire.com/news/home/20201117006312/en/

Media Contact

Tucker Hewes, Hewes Communications, Inc., (212) 207-9451, [email protected]

Investor Contact

(888) 776-3637, ProFunds.com

Financial Professional Contact

(888) 776-5717, ProFunds.com

KEYWORDS: Maryland United States North America

INDUSTRY KEYWORDS: Banking Professional Services Finance

MEDIA:

Logo

November 17, 2020 6:59 pm

Linx Extraordinary General Meeting Approves Business Combination With Stone

SÃO PAULO, Brazil, Nov. 17, 2020 (GLOBE NEWSWIRE) — StoneCo Ltd. (Nasdaq: STNE) (“Stone”), a leading provider of financial technology solutions that empower merchants to conduct commerce seamlessly across multiple channels, today announces that the Linx Extraordinary General Meeting held on this date approved the business combination between STNE Participações S.A. (“STNE”), a controlled company of Stone that holds the software investments business of the Stone group in Brazil and Linx S.A. (B3: LINX3; NYSE: LINX) (“Linx”), a leading provider of retail management software in Brazil (“Transaction”).

The Linx Extraordinary General meeting (“ESM”) held today deliberated on Stone’s Transaction and voted in favor of the following:

	(a)	Approval of the Protocol and Justification of Merger of the Shares issued by Linx S.A. by STNE Participações S.A.” (“Protocol and Justification”) and the merger of the totality of Linx issued shares by STNE Participações S.A;
	(b)	Approval of the waiver for STNE to list in Novo Mercado, within the scope of the Merger of Shares, as set forth in article 46, sole paragraph, of the Rules of Novo Mercado of B3 S.A. – Brasil, Bolsa, Balcão;
	(c)	Approval of the waiver for STNE to carry out the tender offer of Linx issued shares, as set forth in article 43 of Linx’s Bylaws, within the scope of the proposed corporate reorganization set forth within the Protocol and Justification.

With the approval by the Linx Shareholders in the ESM, the Transaction is now pending antitrust (CADE) approval and certain other conditions as set forth below.

We are very excited with this combination and believe this Transaction is the best outcome for all stakeholders, including Linx´s clients, shareholders and employees.

Approvals

The implementation of the Transaction is conditioned upon, among other things: (i) prior approval by the Brazilian antitrust authority (CADE); (ii) approval by the Linx shareholders at the Linx ESM, authorization for STNE to not list in the Novo Mercado, and exemption for STNE to carry out the tender offer provided for in Section 43 set forth in Linx’s bylaws; (iii) approval by the STNE shareholders of the redemption of the mandatorily redeemable preferred shares granted to Linx’s shareholders in exchange for cash and/or Stone Class A common shares at a shareholders meeting of STNE; (iv) the Stone BDRs shall be registered with the CVM and admitted to trading at B3 and (v) the effectiveness by the United States Securities and Exchange Commission (“SEC”) of Stone’s registration statement on Form F-4 in respect of the Stone Class A common shares to be issued to Linx shareholders. Regarding condition (v), on October 5, 2020, the SEC declared Stone’s Form F-4 effective. On condition (ii), the Linx shareholders voted in favor of the Transaction and each necessary approval in support thereof on November 17^th, 2020 at the Linx ESM.

We do not expect the Transaction to generate antitrust concerns.

No Offer or Solicitation

This communication shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements of the U.S. Securities Act of 1933, as amended, or an exemption therefrom.

Additional Information and Where to Find It

In connection with the Transaction, Stone and Linx have filed relevant materials with the SEC including a registration statement of Stone on Form F-4. The Form F-4 contains a prospectus and other documents. INVESTORS AND SECURITY HOLDERS OF STONE AND LINX ARE URGED TO READ THE FORM F-4 AND OTHER DOCUMENTS THAT WILL BE FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT STONE, LINX AND THE TRANSACTION AND RELATED MATTERS. The Form F-4 and all other documents filed with the U.S. SEC in connection with the Transaction will be available when filed, free of charge, on the U.S. SEC’s website at www.sec.gov. In addition, the Form F-4 and all other documents filed with the U.S. SEC in connection with the Transaction will be made available, free of charge, to U.S. shareholders of Stone on Stone’s website at http://www.stone.co.

FORWARD LOOKING STATEMENTS

This communication contains certain statements that are “forward-looking” statements within the meaning of Section 27A of the Securities Act and Section 21E of the Securities Exchange Act of 1934. Words such as “anticipate”, “believe”, “continue”, “could”, “estimate”, “expect”, “hope”, “intend”, “may”, “might”, “should”, “would”, “will”, “understand” and similar words are intended to identify forward looking statements. These forward-looking statements include, but are not limited to, statements regarding the Transaction. There are a number of risks and uncertainties that could cause actual results to differ materially from the forward-looking statements included in this communication. For example, the expected timing and likelihood of completion of the Transaction, including the timing, receipt and terms and conditions of any required governmental and regulatory approvals of the Transaction that could reduce anticipated benefits or cause the parties to abandon the Transaction, the ability to successfully integrate the businesses, the occurrence of any event, change or other circumstances that could give rise to the termination of the agreements relating to the Transaction, the risk that the parties may not be able to satisfy the conditions to the Transaction in a timely manner or at all, risks related to disruption of management time from ongoing business operations due to the Transaction, the risk that any announcements relating to the Transaction could have adverse effects on the market price of the shares of Stone or Linx, the risk that the Transaction and its announcement could have an adverse effect on the ability of Stone and Linx to retain customers and retain and hire key personnel and maintain relationships with their suppliers and customers and on their operating results and businesses generally, the risk that problems may arise in successfully integrating the businesses of the companies, which may result in the combined company not operating as effectively and efficiently as expected, the risk that the combined company may be unable to achieve cost-cutting synergies or it may take longer than expected to achieve those synergies, and other factors. All such factors are difficult to predict and are beyond Stone’s control, including those detailed in Stone’s annual reports on Form 20-F and current reports on Form 6-K that are available on its website at http://www.stone.co and on the SEC’s website at http://www.sec.gov. Stone’s forward-looking statements are based on assumptions that Stone believes to be reasonable but that may not prove to be accurate. Stone undertakes no obligation to publicly release the result of any revisions to any such forward-looking statements that may be made to reflect events or circumstances that occur, or which we become aware of, except as required by applicable law or regulation. Readers are cautioned not to place undue reliance on these forward-looking statements that speak only as of the date hereof.

Contact:

Investor Relations
[email protected]

November 17, 2020 6:51 pm

AT&T Inc. Announces Debt Exchange Offers for Thirteen Series of Notes

AT&T Inc. Announces Debt Exchange Offers for Thirteen Series of Notes

DALLAS–(BUSINESS WIRE)–AT&T Inc. (NYSE: T) (“AT&T”) announced today the commencement of private offers to (i) exchange (the “Pool 1 Offer”) four series of notes issued by AT&T (collectively, the “Pool 1 Notes”) for a combination of cash and a new series of AT&T’s senior notes to be due in 2057 (the “New 2057 Notes”)as described in, and for the consideration summarized in, the table below. The aggregate principal amount of Pool 1 Notes that are accepted for exchange will be based on the order of acceptance priority for such series as set forth in the table below, and such that the aggregate principal amount of Pool 1 Notes accepted in the Pool 1 Offer results in the issuance of New 2057 Notes in an amount not exceeding $3,000,000,000 (the “2057 Notes Cap”);

Title of Security

Issuer

CUSIP

Number(s)

Principal

Amount

Outstanding

(MM)⁽¹⁾

Reference UST

Security

Fixed Spread

(basis points)⁽²⁾

Cash

Payment

Percent of

Premium⁽³⁾

Acceptance

Priority

Level

Pool 1 Notes

4.800% Global Notes due 2044*

AT&T Inc.

00206RCG5

$1,749.9

1.375% due

8/15/2050

170

0%

1

4.500% Global Notes due 2048*

AT&T Inc.

00206RDL3 /

00206RDJ8

$4,176.4

1.375% due

8/15/2050

180

0%

2

4.35% Global Notes due 2045*

AT&T Inc.

00206RBK7 / U04644AE7

$1,896.1

1.375% due

8/15/2050

170

0%

3

4.30% Global Notes due 2042*

AT&T Inc.

00206RBH4 /

00206RBG6

$1,956.1

1.375% due

8/15/2050

160

0%

4

(1) Rounded to the nearest tenth of a million.

(2) The early participation payment for the Pool 1 Offer will be $50 of principal amount of New 2057 Notes per $1,000 principal amount of Pool 1 Notes and is included in the total consideration.

(3) The cash payment percent of premium is the percent of the amount by which the total consideration exceeds $1,000 in principal amount and cash per $1,000 principal amount of such Old Notes.

*Denotes a series of Old Notes for which the total consideration and exchange consideration will be determined taking into account the par call date, instead of the maturity date, in accordance with standard market practice.

and (ii) exchange (the “Pool 2 Offer” and, together with the Pool 1 Offer, the “Exchange Offers”) nine series of notes issued by AT&T and certain of AT&T’s wholly-owned subsidiaries (collectively, the “Pool 2 Notes” and, together with the Pool 1 Notes, the “Old Notes”) for a combination of cash and a new series of AT&T’s senior notes to be due in 2033 (the “New 2033 Notes” and, together with the New 2057 Notes, the “New Notes”) as described in, and for the consideration summarized in, the table below. The aggregate principal amount of Pool 2 Notes that are accepted for exchange will be based on the order of acceptance priority for such series as set forth in the table below, and such that the aggregate principal amount of Pool 2 Notes accepted in the Pool 2 Offer results in the issuance of New 2033 Notes in an amount not exceeding $2,500,000,000 (the “2033 Notes Cap”).

Title of Security

Issuer

CUSIP

Number(s)

Principal

Amount

Outstanding

(MM)⁽¹⁾

Reference

UST

Security

Fixed Spread

(basis points)⁽²⁾

Cash

Payment

Percent of

Premium⁽³⁾

Acceptance

Priority

Level

Pool 2 Notes

7 1/8% Debentures due March 15, 2026^**+

Pacific Bell Telephone Company⁽⁴⁾⁽⁵⁾

694032AT0

$223.0

0.250% due

10/31/2025

80

100%

1

4.125% Global Notes due 2026*

AT&T Inc.

00206RCT7

$2,650.0

0.250% due

10/31/2025

45

0%

2

3.875% Global Notes due 2026*

AT&T Inc.

00206RHT2

$541.1

0.250% due

10/31/2025

45

0%

3

2.950% Global Notes due 2026*

AT&T Inc.

00206RHV7

$707.3

0.250% due

10/31/2025

50

0%

4

6.55% Debentures due January 15, 2028⁺

Ameritech Capital Funding Corporation⁽⁶⁾

030955AN8

$100.2

0.875% due

11/15/2030

85

55%

5

6 3/8% Debentures, due June 1, 2028

BellSouth Telecommunications, LLC⁽⁷⁾

079867AW7

$197.2

0.875% due

11/15/2030

90

40%

6

4.100% Global Notes due 2028*

AT&T Inc.

00206RGL0 /

00206RER9 / U04644BB2

$2,449.0

0.875% due

11/15/2030

50

0%

7

4.250% Global Notes due 2027*

AT&T Inc.

00206RDQ2

$2,000.0

0.875% due

11/15/2030

35

0%

8

3.800% Global Notes due 2027*

AT&T Inc.

00206RHW5

$1,329.2

0.875% due

11/15/2030

35

0%

9

(1) Rounded to the nearest tenth of a million.

(2) The early participation payment for the Pool 2 Offer will be $50 of principal amount of New 2033 Notes per $1,000 principal amount of Pool 2 Notes and is included in the total consideration.

(3) The cash payment percent of premium is the percent of the amount by which the total consideration exceeds $1,000 in principal amount and cash per $1,000 principal amount of such Old Notes.

(4) Pacific Bell Telephone Company was formerly known as Pacific Bell.

(5) The 7 1/8% Debentures due March 15, 2026 are unconditionally and irrevocably guaranteed by AT&T.

(6) The 6.55% Debentures due January 15, 2028 are unconditionally and irrevocably guaranteed by AT&T, with the full amount payable by AT&T so long as all of the outstanding shares of stock of this subsidiary are owned, directly or indirectly, by AT&T. In the event AT&T sells, transfers or otherwise disposes of any percentage of its stock ownership and this subsidiary is no longer wholly-owned, then the guarantee will expire immediately and AT&T will be released immediately from any and all of its obligations.

(7) BellSouth Telecommunications, LLC converted from BellSouth Telecommunications, Inc.

*Denotes a series of Old Notes for which the total consideration and exchange consideration will be determined taking into account the par call date, instead of the maturity date, in accordance with standard market practice.

** Denotes a series of Old Notes, a portion of which is held in physical certificated form (such portion, the “Certificated Notes”) and is not held through The Depositary Trust Company. Such Certificated Notes may only be tendered in accordance with the terms and conditions of the accompanying letter of transmittal. With respect to the Certificated Notes, all references to the offering memorandum herein shall also include the letter of transmittal.

+ Denotes a series of Notes with respect to which, as a result of a prior consent solicitation and execution of a supplemental indenture, substantially all restrictive covenants, certain events of default and other provisions were eliminated from the indenture governing this series.

In addition, holders whose Old Notes are accepted for exchange will receive in cash accrued and unpaid interest from the last applicable interest payment date to, but excluding, the date on which the exchange of such Old Notes is settled, and amounts due in lieu of fractional amounts of New Notes.

The Exchange Offers are being conducted upon the terms and subject to the conditions set forth in an offering memorandum, dated November 17, 2020, and the related letter of transmittal. The offering memorandum, letter of transmittal, eligibility certification and Canadian beneficial holder form can be accessed at the following link: https://gbsc-usa.com/eligibility/att. AT&T reserves the right, in its sole discretion, to increase the 2057 Notes Cap and/or the 2033 Notes Cap following commencement of the Exchange Offers.

Each Exchange Offer is subject to certain conditions, including, (i) with respect to the Pool 1 Offer, a minimum of $1,000,000,000 aggregate principal amount of New 2057 Notes being issued in the Pool 1 Offer, (ii) with respect to the Pool 2 Offer, a minimum of $1,000,000,000 aggregate principal amount of New 2033 Notes being issued in the Pool 2 Offer, (iii) as of 11:00 a.m. New York City time on December 2, 2020, the combination of the yield of the New Notes and the total consideration or exchange consideration as described in the offering memorandum, as applicable, for the applicable series of Old Notes would result, in our reasonable determination, in the New Notes and such Old Notes not being treated as “substantially different” under ASC 470-50 and (iv) with respect to any Old Notes validly tendered pursuant to either Exchange Offer that will be exchanged on the Final Settlement Date, we determine that the New Notes to be issued on the Final Settlement Date in such Exchange Offer will be treated as part of the same issue as the New Notes, if any, issued on the Early Settlement Date for U.S. federal income tax purposes pursuant to specified tests.

Only Eligible Holders (as defined below) of Old Notes who validly tender their Old Notes at or before 5:00 p.m. New York City time on December 1, 2020, subject to any extension by AT&T (the “Early Participation Date”), who do not validly withdraw their tenders and whose Old Notes are accepted for exchange, will receive an early participation payment.

The Exchange Offers will expire at 11:59 p.m., New York City time, on December 15, 2020, unless extended or earlier terminated by AT&T (the “Expiration Date”). Tenders of Old Notes submitted in the Exchange Offers at or prior to 5:00 p.m. New York City time on December 1, 2020, (as may be extended by AT&T, the “Withdrawal Deadline”), may be validly withdrawn at any time prior to the Withdrawal Deadline, but thereafter will be irrevocable, except in certain limited circumstances where AT&T determines that additional withdrawal rights are required by. Tenders submitted in the Exchange Offers after the Withdrawal Deadline will be irrevocable except in the limited circumstances where AT&T determines that additional withdrawal rights are required by law.

AT&T reserves the right, but is under no obligation, at any point following the Early Participation Date and before the Expiration Date, to accept for exchange any Old Notes validly tendered at or prior to the Early Participation Date (the date of such exchange, the “Early Settlement Date”). The Early Settlement Date will be determined at AT&T’s option and is currently expected to occur on December 7, 2020, the fourth business day immediately following the Early Participation Date. If, after the Early Participation Date, AT&T chooses to exercise its option to have an Early Settlement Date and all conditions to the relevant Exchange Offers have been or are concurrently satisfied or waived by AT&T, AT&T will, subject to the terms of the Exchange Offers, accept for exchange all Old Notes validly tendered in the Exchange Offers prior to the Early Participation Date subject to proration, and the exchange for such Old Notes will be made on the Early Settlement Date.

The Final Settlement Date for the Exchange Offers will be promptly after the Expiration Date and is currently expected to occur on December 17, 2020, the second business day immediately following the Expiration Date.

The Exchange Offers are only being made, and the New Notes are only being offered and will only be issued, and copies of the offering documents will only be made available, to a holder of Old Notes who has certified its status as either (a) if in the United States, a “qualified institutional buyer,” or “QIB,” as that term is defined in Rule 144A under the United States Securities Act of 1933, as amended (the “Securities Act”), in a private transaction in reliance upon an exemption from the registration requirements of the Securities Act or (b) (i) if outside the United States, a person other than a “U.S. person,” as that term is defined in Rule 902 under the Securities Act, in offshore transactions in reliance upon Regulation S under the Securities Act, or a dealer or other professional fiduciary organized, incorporated or (if an individual) residing in the United States holding a discretionary account or similar account (other than an estate or a trust) for the benefit or account of a non-“U.S. person,” (ii) if located or resident in any Member State of the European Economic Area or in the United Kingdom, persons other than “retail investors” (for these purposes, a retail investor means a person who is one (or more) of: (1) a retail client as defined in point (11) of Article 4(1) of Directive 2014/65/EU (as amended, “MiFID II”); or (2) a customer within the meaning of Directive (EU) 2016/97, as amended, where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II; or (3) not a “qualified investor” as defined in Regulation (EU) 2017/1129, as amended, and part II of the Luxembourg law dated July 10, 2005 on prospectuses for securities, as amended), and consequently no key information document required by Regulation (EU) No 1286/2014 (as amended, the “PRIIPs Regulation”) for offering or selling the New Notes or otherwise making them available to retail investors in the European Economic Area or in the United Kingdom has been prepared and therefore offering or selling the New Notes or otherwise making them available to any retail investor in the European Economic Area or in the United Kingdom may be unlawful under the PRIIPs Regulation and (iii) if located or resident in Canada, a holder located or resident in a province of Canada and an “accredited investor” as such term is defined in National Instrument 45-106 – Prospectus Exemptions, and, if resident in Ontario, section 73.3(1) of the Securities Act (Ontario), in each case, that is not an individual unless that person is also a “permitted client” as defined in National Instrument 31-103 – Registration Requirements, Exemptions and Ongoing Registrant Obligations (each, an “Eligible Holder”). Only Eligible Holders who have confirmed they are Eligible Holders via the eligibility certification are authorized to receive or review the offering memorandum, letter of transmittal, eligibility certification and Canadian beneficial holder form or to participate in the Exchange Offers. For Canadian Eligible Holders tendering Old Notes, such participation is also conditioned upon the receipt of the Canadian beneficial holder form.

The New Notes have not been registered under the Securities Act or any state securities laws. Therefore, the New Notes may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act and any applicable state securities laws.

Holders are advised to check with any bank, securities broker or other intermediary through which they hold Old Notes as to when such intermediary needs to receive instructions from a holder in order for that holder to be able to participate in, or (in the circumstances in which revocation is permitted) revoke their instruction to participate in the Exchange Offers before the deadlines specified herein and in the offering memorandum, letter of transmittal, eligibility certification and Canadian beneficial holder form. The deadlines set by each clearing system for the submission and withdrawal of exchange instructions will also be earlier than the relevant deadlines specified herein and in the offering memorandum, letter of transmittal, eligibility certification and Canadian beneficial holder form.

This press release is not an offer to sell or a solicitation of an offer to buy any of the securities described herein. The Exchange Offers are being made solely by the offering memorandum, letter of transmittal, eligibility certification and Canadian beneficial holder form and only to such persons and in such jurisdictions as is permitted under applicable law.

In the United Kingdom, this press release is only being communicated to, and any other documents or materials relating to the Exchange Offers are only being distributed to and are only directed at, (i) persons who are outside the United Kingdom, (ii) investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the “Order”) or (iii) high net worth entities, and other persons to whom it may lawfully be communicated, falling within Articles 49(2)(a) to (d) of the Order (all such persons together being referred to as “relevant persons”). Any investment or investment activity to which this announcement relates is available only to relevant persons and will be engaged in only with relevant persons. Any person who is not a relevant person should not act or rely on this announcement or any of its contents.

Global Bondholder Services Corporation will act as the exchange agent and information agent for the Exchange Offers. Documents relating to the Exchange Offers will only be distributed to holders of Old Notes who certify that they are Eligible Holders. Questions or requests for assistance related to the Exchange Offers or for additional copies of the offering memorandum, letter of transmittal, eligibility certification or Canadian beneficial holder form may be directed to Global Bondholder Services Corporation at (866) 470-3900 (toll free) or (212) 430-3774 (collect). You may also contact your broker, dealer, commercial bank, trust company or other nominee for assistance concerning the Exchange Offers. The offering memorandum, letter of transmittal, eligibility certification and Canadian beneficial holder form can be accessed at the following link: https://gbsc-usa.com/eligibility/att.

CAUTIONARY LANGUAGE CONCERNING FORWARD-LOOKING STATEMENTS

Information set forth in this news release contains forward-looking statements that are subject to risks and uncertainties, and actual results may differ materially. A discussion of factors that may affect future results is contained in AT&T’s filings with the Securities and Exchange Commission and in the offering memorandum related to the Exchange Offers. AT&T disclaims any obligation to update or revise statements contained in this news release based on new information or otherwise.

View source version on businesswire.com: https://www.businesswire.com/news/home/20201117006307/en/

For more information, contact:

McCall Butler

AT&T Corporate and Financial Communications

(470) 773-5704

[email protected]

For holders of notes, contact:

Global Bondholder Services Corporation

Phone: (866) 470-3900 (toll free)

(212) 430-3774 (collect)

KEYWORDS: Texas United States North America

INDUSTRY KEYWORDS: Technology Mobile/Wireless Internet Telecommunications

MEDIA:

Logo

Posted on November 17, 2020 6:33 pm
Harvest Oil & Gas Announces Third Quarter 2020 Results

HOUSTON, Nov. 17, 2020 (GLOBE NEWSWIRE) — Harvest Oil & Gas Corp. (OTCQX: HRST) (“Harvest” or the “Company”) today announced results for the third quarter of 2020.

Key Highlights

Average daily production was 31.8 MMcfe for the third quarter of 2020

On July 7, 2020, the Company entered into a definitive agreement to sell its Appalachian Basin assets

On August 4, 2020, the Company closed on its previously announced sale of its Michigan properties

On August 7, 2020, the Company announced a one-time cash distribution of $10.00 per share payable on August 24, 2020 to shareholders of record as of August 17, 2020

On October 23, 2020, the Company closed on its previously announced sale of its Appalachia properties for $21.9 million, subject to customary purchase price adjustments; the transaction was funded with a $21.9 million senior secured seller note

In October 2020, the Company unwound all of its remaining commodity derivative contracts for cash settlements received of $1.5 million

On November 13, 2020, the Company announced a one-time cash distribution of $10.00 per share payable on November 30, 2020 to shareholders of record as of November 23, 2020

Third
Quarter 20
20
Financial Results

Third Quarter Second Quarter

$ in millions unless noted otherwise 2020 2020

Average daily production (MMcfe/d) 31.8 36.8

Total revenues $ 7.5 $ 7.4

Total assets ⁽¹⁾ 145.1 175.0

Net income (loss) (6.2 ) (7.1 )

Adjusted EBITDAX ⁽²⁾ 0.9 2.3

Total debt ⁽¹⁾ — —

Net cash provided by (used in) operating activities (2.2 ) 2.2

Additions to oil and natural gas properties ⁽³⁾ 1.0 0.2

(1) As of
September
30
, 2020 and
June 30
, 20
20
.

(2) Adjusted EBITDAX is a Non-GAAP financial measure and is
defined and reconciled
under “Non-GAAP
Measures
”
below.

(3) Represents cash payments during the period
.

For the third quarter of 2020, Harvest reported a net loss of $6.2 million, or $(6.11) per basic and diluted weighted average share outstanding, compared to a net loss of $7.1 million, or $(7.00) per basic and diluted weighted average share outstanding for the second quarter of 2020. For the third quarter of 2019, a net loss of $19.5 million or $(19.28) per basic and diluted weighted average share outstanding was reported. Included in the 2020 third quarter net loss were the following items:

$1.1 million of impairment of oil and natural gas properties,

$5.6 million of non-cash losses on commodity derivatives,

$0.4 million of stock-based compensation costs contained in general and administrative expenses, and

$0.4 million of divestiture and transaction related expense contained in general and administrative expenses.

Production for the third quarter of 2020 was 2.3 Bcf of natural gas, 102 MBbls of oil and 9 MBbls of natural gas liquids (NGLs), or 31.8 million cubic feet equivalent per day (MMcfe/d). This represents a 14 percent decrease from the second quarter of 2020 production of 36.8 MMcfe/d and a 68 percent decrease from the third quarter of 2019 production of 98.1 MMcfe/d. The decrease in production from the second quarter of 2020 was primarily due to the divestiture of the Company’s Michigan assets at the beginning of August 2020. The decrease in production from the third quarter of 2019 was primarily due to divestitures that closed throughout 2019 and 2020.

Adjusted EBITDAX for the third quarter of 2020 was $0.9 million, a $1.5 million decrease from the second quarter of 2020 and a $8.8 million decrease from the third quarter of 2019. The decrease in Adjusted EBITDAX from the second quarter of 2020 was primarily due to a decrease in cash settlements received on commodity derivative contracts and a decrease in gas production due to the sale of Michigan assets in August 2020, partially offset by an increase in realized oil prices and a decrease in lease operating expense due to the sale of Michigan assets in August 2020. The decrease in Adjusted EBITDAX from the third quarter of 2019 was primarily due to divestitures that closed throughout 2019 and 2020, a decrease in realized oil, natural gas and natural gas liquids prices and a decrease in cash settlements received on commodity derivative contracts, partially offset by a decrease in general and administrative expenses. Adjusted EBITDAX is a Non-GAAP financial measures and is described in the attached table under “Non-GAAP Measures.”

Quarterly
Report

Harvest’s financial statements and related footnotes are available in its Quarterly Report, which can be found at www.otcmarkets.com under the stock symbol HRST, Disclosures or through the Investor Relations section of the Harvest website at http://www.hvstog.com.

About
Harvest Oil & Gas Corp.

Harvest has been an independent oil and gas company; the Company intends to evaluate and undertake the process of winding-up and returning capital to its shareholders. More information about Harvest is available on the internet at https://www.hvstog.com.

Forward Looking Statements

This press release contains certain statements that are, or may be deemed to be, “forward-looking statements”. All statements, other than statements of historical facts, included in this press release that address activities, events or developments that the Company expects, believes or anticipates will or may occur in the future are forward-looking statements. The Company has based these forward-looking statements largely on its current expectations and projections about future events and financial trends affecting the financial condition of its business. These forward-looking statements are subject to a number of risks and uncertainties, most of which are difficult to predict and many of which are beyond its control. Please read the Company’s filings with the Securities and Exchange Commission, including “Risk Factors” in its Annual Report on Form 10-K for the year ended December 31, 2019 and other public filings and press releases for a discussion of risks and uncertainties that could cause actual results to differ from those in such forward-looking statements. These risks include, but are not limited to, risks relating to pending asset sales, including risks relating to the consummation of such sales in accordance with their terms or at all, our inability to control our contract operator, EnerVest Operating, L.L.C., outside of the parameters of the Services Agreement, our ability to obtain needed capital or financing on satisfactory terms, fluctuations in prices of oil, natural gas and natural gas liquids and the length of time commodity prices remain depressed, our ability to maintain production levels through development drilling, risks associated with drilling and operating wells, the availability of drilling and production equipment, changes in applicable laws and regulations that adversely affect our operations and general economic conditions. The words “believe,” “may,” “estimate,” “continue,” “anticipate,” “intend,” “plan,” “expect,” “indicate” and similar expressions are intended to identify forward-looking statements. All statements other than statements of current or historical fact contained in this press release are forward-looking statements. Although the Company believes that the forward-looking statements contained in this press release are based upon reasonable assumptions, the forward-looking events and circumstances discussed in this press release may not occur and actual results could differ materially from those anticipated or implied in the forward-looking statements. You are cautioned not to place undue reliance on forward-looking statements, which speak only as of the date hereof. The Company undertakes no obligation to correct or update any forward-looking statement, whether as a result of new information, future events or otherwise.

Operating Statistics

Three Months Ended

September 30,

2020 2019

Production data:

Oil (MBbls) 102 145

Natural gas liquids (MBbls) 9 316

Natural gas (MMcf) 2,261 6,259

Net production (MMcfe) 2,927 9,025

Average sales price per unit: ⁽¹⁾

Oil (Bbl) $ 38.56 $ 54.02

Natural gas liquids (Bbl) ⁽²⁾ (14.68 ) 10.46

Natural gas (Mcf) 1.63 1.87

Mcfe 2.56 2.53

Average unit cost per Mcfe:

Production costs:

Lease operating expenses $ 2.37 $ 2.17

Production taxes 0.03 0.18

Total 2.40 2.35

Depreciation, depletion and amortization — 0.15

General and administrative expenses 1.46 0.86

(1) Prior to $3.8 million and $14.0 million of realized net gains on settlements of commodity derivatives for the three months ended September 30, 2020 and 2019, respectively.

(2) Natural gas liquids revenues for the three months ended September 30, 2020 include a prior period adjustment of $0.3 million. Excluding this prior period adjustment for the three months ended September 30, 2020, the natural gas liquids price per barrel would have been $16.32.

Nine Months Ended

September 30,

2020 2019

Production data:

Oil (MBbls) 307 470

Natural gas liquids (MBbls) 23 1,169

Natural gas (MMcf) 7,621 21,765

Net production (MMcfe) 9,601 31,596

Average sales price per unit: ⁽¹⁾

Oil (Bbl) $ 37.34 $ 53.98

Natural gas liquids (Bbl) ⁽²⁾ 3.85 16.14

Natural gas (Mcf) 1.68 2.39

Mcfe 2.54 3.05

Average unit cost per Mcfe:

Production costs:

Lease operating expenses $ 2.36 $ 2.04

Production taxes 0.04 0.17

Total 2.40 2.21

Depreciation, depletion and amortization 0.11 0.34

General and administrative expenses 1.28 0.66

(1) Prior to $14.0 million and $17.5 million of realized net gains on settlements of commodity derivatives for the nine months ended September 30, 2020 and 2019, respectively.

(2) Natural gas liquids revenues for the nine months ended September 30, 2020 include a prior period adjustment of $0.3 million. Excluding this prior period adjustment for the nine months ended September 30, 2020, the natural gas liquids price per barrel would have been $16.38.

Unaudited
Condensed Consolidated Balance Sheets

(

in

thousands, except number of

share

s

)

     September 30, 2020      December 31, 2019

ASSETS

Current assets:

Cash and cash equivalents $ 17,678 $ 28,968

Restricted cash 10,000 10,000

Accounts receivable:

Oil, natural gas and natural gas liquids revenues 7,867 14,075

Other 2,024 1,322

Derivative asset 2,127 6,231

Other current assets 322 277

Total current assets 40,018 60,873

Oil and natural gas properties, net of accumulated depreciation, depletion

and amortization; September 30, 2020, $0; December 31, 2019, $15,066 — 114,031

Assets held for sale 102,084 316

Other assets 2,983 4,965

Total assets $ 145,085 $ 180,185

LIABILITIES AND EQUITY

Current liabilities:

Accounts payable and accrued liabilities $ 11,812 $ 23,524

Other current liabilities 426 586

Total current liabilities 12,238 24,110

Asset retirement obligations — 88,668

Liabilities held for sale 83,535 139

Other long–term liabilities 656 1,770

Commitments and contingencies

Mezzanine equity 118 127

Stockholders’ equity:

Common stock – $0.01 par value; 2,000,000 shares authorized;

1,027,760 shares issued and 1,022,272 shares outstanding as of

September 30, 2020; 1,022,101 shares issued and 1,018,347 shares

outstanding as of December 31, 2019 102 102

Additional paid-in capital 170,823 180,177

Treasury stock at cost – 5,488 shares at September 30, 2020; 3,754

shares at December 31, 2019 (631 ) (562 )

Retained earnings (accumulated deficit) (121,756 ) (114,346 )

Total stockholders’ equity 48,538 65,371

Total liabilities and equity $ 145,085 $ 180,185

Unaudited
Condensed Consolidated Statements of Operations

(

i

n thousands, except per

share

data)

Three Months Ended

September 30,

2020 2019

Revenues:

Oil, natural gas and natural gas liquids revenues $ 7,478 $ 22,870

Transportation and marketing–related revenues — 379

Total revenues 7,478 23,249

Operating costs and expenses:

Lease operating expenses 6,929 19,614

Cost of purchased natural gas — 255

Dry hole and exploration costs — 36

Production taxes 84 1,634

Accretion expense on obligations — 1,995

Depreciation, depletion and amortization — 1,367

General and administrative expenses 4,270 7,771

Impairment of oil and natural gas properties 1,093 16,325

Gain on sales of oil and natural gas properties (16 ) (661 )

Total operating costs and expenses 12,360 48,336

Operating loss (4,882 ) (25,087 )

Other income (expense), net:

Gain (loss) on derivatives, net (1,823 ) 5,718

Interest expense (12 ) (501 )

Other income, net 473 341

Total other income (expense), net (1,362 ) 5,558

Loss before income taxes (6,244 ) (19,529 )

Income tax expense — —

Net loss $ (6,244 ) $ (19,529 )

Earnings per share:

Basic $ (6.11 ) $ (19.28 )

Diluted $ (6.11 ) $ (19.28 )

Weighted average common shares outstanding:

Basic 1,022 1,013

Diluted 1,022 1,013

Nine Months Ended

September 30,

2020 2019

Revenues:

Oil, natural gas and natural gas liquids revenues $ 24,387 $ 96,285

Transportation and marketing–related revenues — 1,397

Total revenues 24,387 97,682

Operating costs and expenses:

Lease operating expenses 22,628 64,568

Cost of purchased natural gas — 969

Dry hole and exploration costs 1 75

Production taxes 369 5,277

Accretion expense on obligations 3,366 6,373

Depreciation, depletion and amortization 1,103 10,712

General and administrative expenses 12,332 20,794

Impairment of oil and natural gas properties 3,536 115,604

Gain on sales of oil and natural gas properties (368 ) (679 )

Total operating costs and expenses 42,967 223,693

Operating loss (18,580 ) (126,011 )

Other income (expense), net:

Gain on derivatives, net 9,868 5,374

Interest expense (38 ) (3,335 )

Gain on equity securities — 4,593

Other income, net 1,340 3,168

Total other income (expense), net 11,170 9,800

Loss before income taxes (7,410 ) (116,211 )

Income tax expense — —

Net loss $ (7,410 ) $ (116,211 )

Earnings per share:

Basic $ (7.27 ) $ (115.29 )

Diluted $ (7.27 ) $ (115.29 )

Weighted average common shares outstanding:

Basic 1,020 1,008

Diluted 1,020 1,008

Unaudited
Condensed Consolidated Statements of Cash Flows

(

in

thousands)

Nine Months Ended

September 30,

2020 2019

Cash flows from operating activities:

Net loss $ (7,410 ) $ (116,211 )

Adjustments to reconcile net loss to net cash flows

provided by operating activities:

Accretion expense on obligations 3,366 6,373

Depreciation, depletion and amortization 1,103 10,712

Share–based compensation cost 987 2,184

Cash dividends paid on share-based compensation (412 ) —

Impairment of oil and natural gas properties 3,536 115,604

Gain on sales of oil and natural gas properties (368 ) (679 )

Gain on equity securities — (4,593 )

Gain on derivatives, net (9,868 ) (5,374 )

Cash settlements of derivative contracts ⁽¹⁾ 13,971 17,483

Other — 1,571

Changes in operating assets and liabilities:

Accounts receivable 3,526 21,637

Other current assets (45 ) 1,909

Accounts payable and accrued liabilities (7,994 ) (4,061 )

Other, net 707 (2,531 )

Net cash flows provided by operating activities 1,099 44,024

Cash flows from investing activities:

Additions to oil and natural gas properties (1,507 ) (2,096 )

Reimbursements related to oil and natural gas properties — 2,124

Proceeds from sale of oil and natural gas properties (581 ) 111,575

Proceeds from sale of equity securities — 51,675

Other — 38

Net cash flows provided by (used in) investing activities (2,088 ) 163,316

Cash flows from financing activities:

Repayment of long-term debt borrowings — (115,000 )

Purchase of treasury stock (69 ) (295 )

Dividends (10,223 ) —

Other (9 ) (10 )

Net cash flows used in financing activities (10,301 ) (115,305 )

Increase (Decrease) in cash, cash equivalents and restricted cash (11,290 ) 92,035

Cash, cash equivalents and restricted cash – beginning of period 38,968 6,313

Cash, cash equivalents and restricted cash – end of period $ 27,678 $ 98,348

(1) In the nine months ended September 30 2020, $1.1 million of the $14.0 million of net gains on commodity derivatives was due to settlements received on the termination of commodity derivative contracts in conjunction with closed divestitures.

Non-GAAP Measures

The Company defines Adjusted EBITDAX as net income (loss) plus income tax expense (benefit); interest expense, net; depreciation, depletion and amortization; accretion expense on obligations; (gain) loss on derivatives, net; cash settlements of commodity derivative contracts; non-cash equity-based compensation; impairment of oil and natural gas properties; non-cash oil inventory adjustment; dry hole and exploration costs; (gain) loss on sales of oil and natural gas properties; and gain on equity securities.

Adjusted EBITDAX is used by the Company’s management to provide additional information and statistics relative to the performance of the business, including (prior to the creation of any reserves) the cash return on investment. The Company believes this financial measure may indicate to investors whether or not it is generating cash flow at a level that can support or sustain quarterly interest expense and capital expenditures. Adjusted EBITDAX should not be considered as an alternative to net income, operating income, cash flows from operating activities or any other measure of financial performance or liquidity presented in accordance with GAAP. Adjusted EBITDAX excludes some, but not all, items that affect net income and operating income and this measure may vary among companies. Therefore, Harvest’s Adjusted EBITDAX may not be comparable to similarly titled measures of other companies.

Reconciliation
of Net
Income (
Loss
)
to Adjusted EBITDAX

(

in

thousands)

Three Months Ended Nine Months Ended

     Sept 30,      Sept 30, June 30, Sept 30, Sept 30,

2020
     2019
2020
2020
2019

Net loss $ (6,244 ) $ (19,529 ) $ (7,135 ) $ (7,410 ) $ (116,211 )

Add:

Income tax expense — — — — —

Interest expense, net 12 501 7 33 3,335

Depreciation, depletion and amortization — 1,367 514 1,103 10,712

Accretion expense on obligations — 1,995 1,603 3,366 6,373

(Gain) loss on derivatives, net 1,823 (5,718 ) 966 (9,868 ) (5,374 )

Cash settlements of commodity derivative contracts 3,805 13,959 5,693 13,971 17,483

Non-cash share-based compensation 397 1,421 253 987 2,184

Impairment of oil and natural gas properties 1,093 16,325 837 3,536 115,604

Dry hole and exploration costs — 36 1 1 75

Gain on sales of oil and natural gas properties (16 ) (661 ) (415 ) (368 ) (679 )

Gain on equity securities — — — — (4,593 )

Adjusted EBITDAX $ 870 $ 9,696 $ 2,324 $ 5,351 $ 28,909

Harvest Oil & Gas Corp.
Houston, TX 77002
Michael Mercer, President and CEO
713-651-1144
hvstog.com

Posted on November 17, 2020 6:26 pm
Blue California Unveils Natural Destination Flavors Collection 2021 for Hard Seltzer

RANCHO SANTA MARGARITA, Calif., Nov. 17, 2020 (GLOBE NEWSWIRE) — Hard seltzer brands can now explore new, true-to-fruit, clean natural flavors with Blue California ’s Destination Flavors Collection 2021 in their ready-to-drink (RTD) alcoholic beverages.

Inspired by favorite globetrotting getaways, spanning from Spain to Thailand to Aruba, the Destination Flavors Collection captivates consumer taste buds within an arm’s reach of a dream vacation.

Destination Flavor

s

Collection

Flavor

Destination

Flavor Profile

Catalan Crush Barcelona, Spain Fragrant, succulent peaches

Arctic Gem St. Petersburg, Russia Ripe, shimmering fresh raspberries

Pacific Blossom Tokyo, Japan Sweet, tart cherry

Caipirinha Cool São Paulo, Brazil Natural, refreshing limeade

Thai Treat Bangkok, Thailand Aromatic, succulent mango

Aruba Ariba The Caribbean Tangy, sweet, juicy tropical blend

Aztec Adventure Mexico City Mouth-watering prickly pear

California Dreamin’ San Diego, California Zesty, aromatic citrus

The collection is uniquely designed to support further innovation across customer product lines. Brands can conveniently mix and match flavors, producing more than 50 unique, mouth-watering flavor combinations that resonate with consumers.

Each Destination Flavor is developed using our pure, captive ingredients to deliver true-to-fruit, aromatic profiles product developers can feel good about in their beverage creations.

“Clean-label RTD alcoholic beverages put product developers to the test because low sweetness products are quite challenging to develop. But we make it easy by providing flavors paired with taste modulation technology developed by our collaborator SweeGen,” said Blue California’s Head of Flavors & Fragrances, Kathy Oglesby.

The lower sugar content and calories drive consumer demand for the hard seltzer category. Consumers increasingly recognize it as a better-for-you alternative because it is refreshing, light, and low in calories. “For the health-conscious consumer lifestyle, these Destination Flavors meet the market demand for improved taste, wider choices and simple ingredients,” said Oglesby.

Hard seltzers are the fastest-growing product in the RTD alcoholic beverage category, globally reporting a value at $.4.4 billion in 2019. The product category is expected to grow at a CAGR of 16.6% from 2020 to 2027, reaching USD 14.51 billion by 2027.

About Blue California

Blue California is an entrepreneurial, science-based solutions provider and manufacturer of clean, natural, and sustainable ingredients used in food, beverage, flavor, fragrance, dietary supplements, personal care and cosmetic products. For more than 25 years, Blue California has built a strong reputation for creating value in these diverse natural product and nature-inspired industries.

About
SweeGen

SweeGen provides sweet taste solutions for global food and beverage manufacturers.

We are on a mission to reduce the sugar and artificial sweeteners in our global diet. Partnering with customers, we create delicious zero-sugar products that consumers love. With the best next generation stevia sweeteners in our portfolio such as Bestevia® Rebs B, D, E, I and M, along with our deep knowledge of flavor modulators and texturants, SweeGen delivers market-leading solutions that customers want and consumers prefer.

Contact:
Ana Arakelian
[email protected]
+1-949-635-1991

Two photos accompanying this announcement are available at:

https://www.globenewswire.com/NewsRoom/AttachmentNg/c976e208-3e43-4c19-ab54-336edd721215

https://www.globenewswire.com/NewsRoom/AttachmentNg/7c937fdc-246c-4a80-acf6-3c4d4edbdab8

Posted on November 17, 2020 6:26 pm
Kessler Topaz Meltzer & Check, LLP Reminds Raytheon Technologies Corporation f/k/a Raytheon Company Investors of Important Deadline in Securities Fraud Class Action Lawsuit

RADNOR, Pa., Nov. 17, 2020 (GLOBE NEWSWIRE) — The law firm of Kessler Topaz Meltzer & Check, LLP reminds Raytheon Technologies Corporation f/k/a Raytheon Company (NYSE: RTX, RTN) (“Raytheon”) investors that a securities fraud class action lawsuit has been filed in the United States District Court for the District of Arizona against Raytheon on behalf of those who purchased or otherwise acquired Raytheon securities between February 10, 2016 and October 27, 2020, inclusive (the “Class Period”).

Important Deadline Reminder:

Investors who purchased

or otherwise acquired

Raytheon

securities

during the Class Period may,

no later than

December 29, 2020

, seek to be appointed as a lead plaintiff representative

of the class.

For additional information or to learn how to participate in this

litigation

please

click

https://www.ktmc.com/new-cases/raytheon-technologies-corporation?utm_source=PR&utm_medium=link&utm_campaign=raytheon

.

According to the complaint, Raytheon is an aerospace and defense company providing advanced systems and services for commercial, military, and government customers worldwide. On April 3, 2020, United Technologies Corporation and Raytheon Company completed a merger and changed “Raytheon Company” to “Raytheon Technologies Corporation.”

The Class Period commences on February 10, 2016, when Raytheon Company published its annual report on a Form 10-K for the year ended December 31, 2015, which stated in relevant part, “we maintain a system of internal control over financial reporting to provide reasonable assurance that assets are safeguarded and that transactions are properly executed and recorded. The system includes policies and procedures, internal audits and our officers’ reviews.”

Concerns regarding Raytheon’s financial accounting and internal controls over financial reporting were revealed after market hours on October 27, 2020, when Raytheon filed its quarterly report on a Form 10-Q with the SEC for the quarter ended September 30, 2020. The Form 10-Q reported that “[o]n October 8, 2020, [Raytheon] received a criminal subpoena from the [U.S. Department of Justice (“DOJ”)] seeking information and documents in connection with an investigation relating to financial accounting, internal controls over financial reporting, and cost reporting regarding Raytheon Company’s Missiles & Defense business since 2009.”

Following this news, the price of Raytheon shares fell $4.19 per share, or 7%, to close at $52.34 per share on October 28, 2020.

The complaint alleges that throughout the Class Period, the defendants made false and/or misleading statements and/or failed to disclose that: (1) Raytheon had inadequate disclosure controls and procedures and internal control over financial reporting; (2) Raytheon had faulty financial accounting; (3) as a result, Raytheon misreported its costs regarding Raytheon Company’s Missiles & Defense business since 2009; (4) as a result of the foregoing, Raytheon was at risk of increased scrutiny from the government; (5) as a result of the foregoing, Raytheon would face a criminal investigation by the DOJ; and (6) as a result, the defendants’ public statements were materially false and/or misleading at all relevant times.

If you wish to discuss this securities fraud class action lawsuit or have any questions concerning this notice or your rights or interests with respect to this litigation, please contact Kessler Topaz Meltzer & Check (James Maro, Jr., Esq. or Adrienne Bell, Esq.) at (844) 877-9500 (toll free) or (610) 667–7706, or via e-mail at [email protected].

Raytheon investors may, no later than December 29, 2020, seek to be appointed as a lead plaintiff representative of the class through Kessler Topaz Meltzer & Check, or other counsel, or may choose to do nothing and remain an absent class member. A lead plaintiff is a representative party who acts on behalf of all class members in directing the litigation. In order to be appointed as a lead plaintiff, the Court must determine that the class member’s claim is typical of the claims of other class members, and that the class member will adequately represent the class. Your ability to share in any recovery is not affected by the decision of whether or not to serve as a lead plaintiff.

Kessler Topaz Meltzer & Check prosecutes class actions in state and federal courts throughout the country involving securities fraud, breaches of fiduciary duties and other violations of state and federal law. Kessler Topaz Meltzer & Check is a driving force behind corporate governance reform, and has recovered billions of dollars on behalf of institutional and individual investors from the United States and around the world. The firm represents investors, consumers and whistleblowers (private citizens who report fraudulent practices against the government and share in the recovery of government dollars). The complaint in this action was not filed by Kessler Topaz Meltzer & Check. For more information about Kessler Topaz Meltzer & Check, please visit www.ktmc.com.

CONTACT:

Kessler Topaz Meltzer & Check, LLP
James Maro, Jr., Esq.
Adrienne Bell, Esq.
280 King of Prussia Road
Radnor, PA 19087
(844) 877-9500 (toll free)
(610) 667-7706
[email protected]

Posted on November 17, 2020 6:23 pm
Aaron’s Holdings Sets Record and Closing Date for Spin-Off of the Aaron’s Business

Company Establishes Record Date of November 27, 2020

Anticipates Closing Spin-Off on November 30, 2020

PR Newswire

ATLANTA, Nov. 17, 2020 /PRNewswire/ — Aaron’s Holdings Company, Inc. (NYSE: AAN) (the “Company”), a leading omnichannel provider of lease-purchase solutions, today announced that its Board of Directors has established November 27, 2020 as the record date and November 30, 2020 as the anticipated closing date for the distribution of the Aaron’s Business segment to the Company’s shareholders.

Following the spin-off transaction, the Company will be renamed PROG Holdings, Inc and will trade on the New York Stock Exchange under the new symbol “PRG”. The spun-off company that will hold the Aaron’s Business segment will be named The Aaron’s Company, Inc. (The Aaron’s Company), and its common stock will trade on the New York Stock Exchange under the symbol “AAN”.

Additional Details of the Distribution

The separation will be completed through a pro rata dividend of The Aaron’s Company common stock to Company shareholders of record as of the close of business on the record date. Each Company shareholder as of the record date will receive one (1) share of common stock of The Aaron’s Company for every two (2) shares of Company common stock held by such shareholder on the record date. Shareholders will receive cash in lieu of any fractional shares that they would otherwise receive in the distribution.

The distribution does not require shareholder approval, nor is any shareholder action necessary to receive shares in the distribution of common stock of The Aaron’s Company. Shareholders who hold Company common stock as of the record date will receive shares in book-entry form and no physical share certificates of The Aaron’s Company will be issued.

The Aaron’s Company’s Registration Statement on Form 10, as amended, including an Information Statement describing the spin-off, the Aaron’s Business, certain risks of owning common stock of The Aaron’s Company and other details regarding the separation and distribution has been filed with the U.S. Securities and Exchange Commission and notice of internet availability of the information statement will be mailed to the Company’s shareholders as of the record date and posted to the investor relations section of the Company’s website.

The spin-off has been structured to qualify as a tax-free distribution to Company shareholders and the Company for U.S. federal income tax purposes, except with respect to cash received in lieu of fractional shares. Company shareholders should consult with their tax advisors with respect to the U.S. federal, state, local and foreign tax consequences of the spin-off.

Beginning on November 25, 2020, and continuing until the occurrence of the distribution, the Company expects that Company common stock will trade in two markets on the NYSE: in the “regular-way” market under the symbol “AAN” and under the current name, “Aaron’s Holdings Company, Inc.”, and in the “ex-distribution” market under the symbol “PRG WI.” and under the new name “PROG Holdings, Inc.”

Any Company shareholders who sell their shares in the “regular-way” market on or before November 27, 2020, will also be selling their right to receive The Aaron’s Company common stock in the distribution. Investors are encouraged to consult with their financial advisors regarding the specific implications of buying and selling Company common stock on or before the distribution date.

Trading in common stock of The Aaron’s Company is expected to begin on a “when issued” basis on or about November 25, 2020 on the New York Stock Exchange, under the symbol “AAN WI.” and under the name “The Aaron’s Company, Inc.” “When issued” trading of common stock of The Aaron’s Company will continue until the distribution occurs. The Company anticipates that “regular way” trading of common stock of The Aaron’s Company under the symbol “AAN” will begin on December 1, 2020.

On December 1, 2020, “regular-way” trading for the Company under the name “PROG Holdings, Inc.” will begin on the NYSE under the symbol “PRG.”

The distribution of The Aaron’s Company common stock is subject to the satisfaction or waiver of certain conditions including, but not limited to, the Registration Statement on Form 10 for The Aaron’s Company common stock being declared effective by the U.S. Securities and Exchange Commission, and the other conditions described in the information statement included in the Form 10.

About Aaron’s Holdings Company, Inc.

Headquartered in Atlanta, Aaron’s Holdings Company, Inc. (NYSE: AAN), is a leading omnichannel provider of lease-purchase solutions. Progressive Leasing provides lease-purchase solutions through more than 20,000 retail partner locations in 46 states and the District of Columbia, including e-commerce merchants. The Aaron’s Business engages in the sales and lease ownership and specialty retailing of furniture, home appliances, consumer electronics and accessories through its approximately 1,400 Company-operated and franchised stores in 47 states, Puerto Rico and Canada, as well as its e-commerce platform, Aarons.com. Vive Financial, provides a variety of second-look credit products that are originated through federally-insured banks. For more information, visit investor.aarons.com, Aarons.com, ProgLeasing.com, and ViveCard.com.

Forward-Looking Statements

Statement under the Private Securities Litigation Reform Act of 1995: Statements in this news release that are not historical facts are “forward-looking statements” that involve risks and uncertainties which could cause actual results to differ materially from those contained in the forward-looking statements. Such forward-looking statements generally can be identified by the use of forward-looking terminology, such as “will,” “expected,” “positioned,” and similar terminology. These risks and uncertainties include factors such as (a) uncertainties as to the timing of the separation and whether it will be completed; (b) the possibility that various closing conditions for the separation may not be satisfied; (c) failure of the separation to qualify for the expected tax treatment; (d) the risk that the Aaron’s and Progressive businesses will not be separated successfully or such separation may be more difficult, time-consuming and/or costly than expected; (e) the possibility that the operational, strategic and shareholder value creation opportunities from the separation may not be achieved; (f) the effects on our business from the COVID-19 pandemic, including its impact on our revenue and overall financial performance and the manner in which we are able to conduct our operations; (g) increases in lease merchandise write-offs and the provision for returns and uncollectible renewal payments in light of the impact of the COVID-19 pandemic; and (h) the other risks and uncertainties discussed under “Risk Factors” in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2019 and in the Company’s Quarterly Report on Form 10-Q for the quarters ended March 31, 2020, June 30, 2020 and September 30, 2020 and The Aaron’s Company’s Registration Statement on Form 10, as amended, initially filed with the U.S. Securities and Exchange Commission on November 2, 2020. Statements in this press release that are “forward-looking” include without limitation statements regarding the planned separation of the Aaron’s and Progressive businesses, the timing of any such separation, the expected benefits of the separation, and the future performance of the Aaron’s and Progressive businesses if the separation is completed. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this press release. Except as required by law, the Company undertakes no obligation to update these forward-looking statements to reflect subsequent events or circumstances after the date of this press release.

View original content:http://www.prnewswire.com/news-releases/aarons-holdings-sets-record-and-closing-date-for-spin-off-of-the-aarons-business-301175413.html

SOURCE Aaron’s, Inc.

Posted on November 17, 2020 6:17 pm
Clifford Law Offices Partner Susan A. Capra Celebrates 30 Years as a Chicago Medical Malpractice Attorney

Chicago, IL, Nov. 17, 2020 (GLOBE NEWSWIRE) — Susan A. Capra, attorney and partner at Clifford Law Offices, is celebrating a milestone of 30 years as a Chicago medical malpractice attorney. Ms. Capra joined Clifford Law Offices as an associate 30 years ago. After ten years, she made partner and has worked as a partner for 20 years. Ms. Capra concentrates her law practice in medical and hospital negligence litigation.

Ms. Capra graduated from DePaul University with a nursing degree and worked largely with infants and children with serious neurological conditions and disabilities prior to becoming a lawyer. Her nursing background helps her get the necessary details about what occurred during a client’s treatment in order to effectively prosecute a medical negligence lawsuit. Ms. Capra sums it up appropriately, “As a nurse, I was the patient’s advocate. As a medical malpractice attorney, I am still the patient’s advocate but in a different arena and profession.”

Ms. Capra primarily handles cases involving obstetrical, gynecologic, and pediatric negligence cases and has obtained outstanding settlements and verdicts.

Some highlights of her career include:

$11 million settlement involving a hospital pharmacy that mixed an intravenous solution with excessive amounts of glucose, which was given to a premature newborn who then sustained severe and permanent brain damage as a result (worked in collaboration with senior partner, Robert Clifford, and partner Keith Hebeisen).

$10 million settlement on behalf of a mother whose infant suffered severe and permanent brain damage due to negligent obstetrical treatment rendered at a Chicago hospital (worked in collaboration with senior partner, Robert Clifford, and partner Keith Hebeisen).

$8.1 million settlement on behalf of a mother’s first-born infant boy who suffered serious and permanent brain damage due to negligent management of her labor and delivery (worked with partner Kevin Durkin).

$7.2 million settlement on behalf of a young boy who suffered brain damage when the obstetrician and hospital staff failed to perform a C-section delivery.

$3.2 million settlement involving the wrongful death of young mother from a post-partum hemorrhage after giving birth.

In the last decade, Ms. Capra has worked on 28 obstetrical and gynecological cases involving medical negligence. Eighteen cases have resulted in settlements and verdicts of over one million dollars and ten have resulted in settlements and verdicts over five million dollars.

Over the years, Ms. Capra has been recognized as an Illinois Leading Lawyer by Law Bulletin Media (2005 – present), selected to the Illinois Super Lawyers list (2005 to present), has an AV rating by Martindale-Hubbell, and was part of the list of Most Influential Women Lawyers in Chicago by Crain’s Custom Media (2017). Most recently in 2020, she was named by Crain’s Chicago Business on a list of Notable Women in Law in Chicago.

Congratulations Susan. It is an honor and privilege to have you on the Clifford Law Offices Team.

About Clifford Law Offices
Clifford Law Offices is ranked one of the top Chicago law firms, serving clients nationally and internationally for over 30 years. Our personal injury law firm concentrates on complex personal injury litigation such as for wrongful death, medical malpractice, product liability, premises negligence and transportation liability, and are nationally known for our success in complicated legal matters.

Attachment

Susan_Capra

Rachel Baker Clifford Law Offices [email protected]

Posted on November 17, 2020 6:15 pm
FirstEnergy Receives NYSE Notice Regarding Delayed Form 10-Q Filing

PR Newswire

AKRON, Ohio, Nov. 17, 2020 /PRNewswire/ — FirstEnergy Corp. (NYSE: FE) announced today that on November 17, 2020, the Company received notice from the New York Stock Exchange (NYSE) that the Company is not in compliance with the NYSE’s continued listing requirements under the timely filing criteria outlined in Section 802.01E of the NYSE Listed Company Manual because the company failed to timely file its Quarterly Report on Form 10-Q for the period ended September 30, 2020 (Form 10-Q), which was due to be filed with the Securities and Exchange Commission (SEC) no later than November 16, 2020.

FirstEnergy previously filed a Form 12b-25 with the SEC on November 9, 2020, to extend the due date for the Form 10-Q from November 9, 2020, the date on which such report was initially due, to November 16, 2020.

The NYSE notice has no immediate effect on the listing of the Company’s stock on the NYSE or on any of the Company’s outstanding bonds. The NYSE informed the Company that, under the NYSE’s rules, the Company has six months, until May 17, 2021, to file its Form 10-Q, and any subsequent delayed filings and regain compliance with the NYSE listing standards. The Company intends to become current in its SEC reporting obligations as soon as possible.

During the course of the Company’s internal investigation related to ongoing government investigations, the existence of which was previously disclosed in the Company’s Form 10-Q for the period ended June 30, 2020, the Independent Review Committee of the Board of Directors of the Company (the Committee) determined that three executives, including the Company’s former Chief Executive Officer, violated certain Company policies and its code of conduct and should be terminated. The terminations were effective October 29, 2020. Following the Committee’s determination regarding these violations of certain Company policies and its code of conduct, the Company is re-evaluating its controls framework, which could include identifying one or more material weaknesses. Further, the internal investigation remains ongoing.

In connection with the ongoing government investigations and the Company’s re-evaluation of its controls framework, which could include identifying one or more material weaknesses, the Company requires additional time to complete its quarterly review and closing procedures and to provide appropriate disclosure in the Form 10-Q.

FirstEnergy is dedicated to safety, reliability and operational excellence. Its 10 electric distribution companies form one of the nation’s largest investor-owned electric systems, serving customers in Ohio, Pennsylvania, New Jersey, West Virginia, Maryland and New York. The company’s transmission subsidiaries operate approximately 24,500 miles of transmission lines that connect the Midwest and Mid-Atlantic regions. Follow FirstEnergy on Twitter @FirstEnergyCorp or online at www.firstenergycorp.com.

Forward-Looking Statements:
This news release includes forward-looking statements based on information currently available to management. Such statements are subject to certain risks and uncertainties and readers are cautioned not to place undue reliance on these forward-looking statements. These statements include declarations regarding management’s intents, beliefs and current expectations. These statements typically contain, but are not limited to, the terms “anticipate,” “potential,” “expect,” “forecast,” “target,” “will,” “intend,” “believe,” “project,” “estimate,” “plan” and similar words. Forward-looking statements involve estimates, assumptions, known and unknown risks, uncertainties and other factors that may cause actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements, which may include the following: our ability to become current in our SEC reporting obligations; the results of our ongoing internal investigation and evaluation of our controls framework, the extent and duration of COVID-19 and the impacts to our business, operations and financial condition resulting from the outbreak of COVID-19 including, but not limited to, disruption of businesses in our territories, volatile capital and credit markets, legislative and regulatory actions, the effectiveness of our pandemic and business continuity plans, the precautionary measures we are taking on behalf of our customers, contractors and employees, our customers’ ability to make their utility payment and the potential for supply-chain disruptions; the risks and uncertainties associated with government investigations regarding Ohio House Bill 6 and related matters including potential adverse impacts on federal or state regulatory matters including, but not limited to, matters relating to rates; the risks and uncertainties associated with litigation, arbitration, mediation and similar proceedings; legislative and regulatory developments, including, but not limited to, matters related to rates, compliance and enforcement activity; mitigating exposure for remedial activities associated with retired and formerly owned electric generation assets, including, but not limited to, risks associated with the decommissioning of TMI-2; the ability to accomplish or realize anticipated benefits from strategic and financial goals, including, but not limited to, executing our transmission and distribution investment plans, controlling costs, improving our credit metrics, strengthening our balance sheet and growing earnings and maintaining financial flexibility; economic and weather conditions affecting future operating results, such as a recession, significant weather events and other natural disasters, and associated regulatory events or actions in response to such conditions; changes in assumptions regarding economic conditions within our territories, the reliability of our transmission and distribution system, or the availability of capital or other resources supporting identified transmission and distribution investment opportunities; changes in customers’ demand for power, including, but not limited to, the impact of climate change or energy efficiency and peak demand reduction mandates; changes in national and regional economic conditions affecting us and/or our major industrial and commercial customers or others with which we do business; the risks associated with cyber-attacks and other disruptions to our information technology system, which may compromise our operations, and data security breaches of sensitive data, intellectual property and proprietary or personally identifiable information; the ability to comply with applicable reliability standards and energy efficiency and peak demand reduction mandates; changes to environmental laws and regulations, including, but not limited to, those related to climate change; changing market conditions affecting the measurement of certain liabilities and the value of assets held in our pension trusts and other trust funds, or causing us to make contributions sooner, or in amounts that are larger, than currently anticipated; labor disruptions by our unionized workforce; changes to significant accounting policies; any changes in tax laws or regulations, or adverse tax audit results or rulings; the ability to access the public securities and other capital and credit markets in accordance with our financial plans, the cost of such capital and overall condition of the capital and credit markets affecting us, including the increasing number of financial institutions evaluating the impact of climate change on their investment decisions; actions that may be taken by credit rating agencies that could negatively affect either our access to or terms of financing or our financial condition and liquidity; and the risks and other factors discussed from time to time in our SEC filings. Dividends declared from time to time on FirstEnergy Corp.’s common stock during any period may in the aggregate vary from prior periods due to circumstances considered by FirstEnergy Corp.’s Board of Directors at the time of the actual declarations. A security rating is not a recommendation to buy or hold securities and is subject to revision or withdrawal at any time by the assigning rating agency. Each rating should be evaluated independently of any other rating. The foregoing factors should not be construed as exhaustive and should be read in conjunction with the other cautionary statements and risks that are included in our filings with the SEC, including but not limited to the most recent Annual Report on Form 10-K and any subsequent Quarterly Reports on Form 10-Q and Current Reports on Form 8-K. The foregoing review of factors also should not be construed as exhaustive. New factors emerge from time to time, and it is not possible for management to predict all such factors, nor assess the impact of any such factor on FirstEnergy Corp.’s business or the extent to which any factor, or combination of factors, may cause results to differ materially from those contained in any forward-looking statements. FirstEnergy expressly disclaims any current intention to update or revise, except as required by law, any forward-looking statements contained herein as a result of new information, future events or otherwise.

View original content to download multimedia:http://www.prnewswire.com/news-releases/firstenergy-receives-nyse-notice-regarding-delayed-form-10-q-filing-301175406.html

SOURCE FirstEnergy Corp.

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