SG Blocks to Deliver up to 7,000 COVID-19 PCR Tests Per Shift Leveraging Its State-of-the-Art D-TEC Module Lab Solutions

SG Blocks to Deliver up to 7,000 COVID-19 PCR Tests Per Shift Leveraging Its State-of-the-Art D-TEC Module Lab Solutions

– Groundbreaking partnership with Memorial Healthcare to make high-quality PCR Covid-19 testing widely available to the people of Wayne County, MI. –

NEW YORK–(BUSINESS WIRE)–SG Blocks, Inc., (Nasdaq: SGBX) (“SG Blocks” or the “Company”) a leading designer, innovator, and fabricator of sustainable and green container-based structures, today announced that, after an extensive qualification process, ithas been commissioned by Memorial Healthcare (“Memorial”) (www.MemorialHealthcare.org) to provide high-capacity PCR Covid-19 testing services to Wayne County, Michigan, to allow it to meet its aggressive goals of getting businesses, schools, state government and other essential services back to work safely and with certainty.

This press release features multimedia. View the full release here: https://www.businesswire.com/news/home/20201119006231/en/

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SG Blocks’ lab solutions are modular, portable and scalable and should enable Memorial to rapidly ramp up the number of Covid-19 tests undertaken to up to 7,000 per shift in a cost-effective and resource efficient way. Also, being local and on-site in key locations throughout Wayne County, the quality of testing services is greatly improved, not just in terms of the rapid turnaround of test results (which will be as quick as 3 hours) but also, and just as important to patients, being local improves the ease of scheduling and taking tests without the usual delays, travel and other inconveniences.

Memorial provided the upfront funding to SG Blocks to offset the initial capital expenditures of deploying the Company’s high capacity Lab Testing Hub or ‘D-Tec 5’ module together with four Swab collection stations or ‘D-Tec 1’ units located in key sites throughout Wayne County. The D-Tec 1 unit is designed to be dual-use so that it can provide the additional function as on-site Covid-19 Vaccine delivery centers in the near future, as and when supplies become available.

The D-Tec 5 Lab will not only service the swabs collected from the D-Tec 1 collection stations, but also handle overflow capacity from other labs in the Wayne County and Greater Detroit area. The D-Tec 5 Lab will also be able to handle private-pay and express customers willing to pay a premium for a rapid 3-4 hour turnaround on a PCR test and such proceeds will be used to offer heavily subsidized rates to the underserved, uninsured and high risk members of the community, such as the homeless, senior citizens, front-line care workers, etc.

D Tech 5

As well as helping to define the scope of work for the Wayne County project, Memorial will provide local support services as well as a senior in-State Lab Director for the D-Tec 5 lab module.

Brian Long, FACHE, President/CEO of Memorial Healthcare commented: “The partnership with SG Blocks allows us to offer residents of Wayne County the highest quality Covid-19 testing on the market delivered in a way that is simple, quick and very convenient. This not only improves testing acceptance and therefore increased adoption, but ensures residents get the right diagnosis the first time, allowing us to better respond with the appropriate follow-up care that they deserve.”

SG Blocks is an authorized distributor in the USA of OSANG Healthcare’s high quality 3-gene ‘PCR’ or molecular test, millions of which have been sold to governments worldwide. The use of three genes improves sensitivity and selectivity, enabling 100% accuracy and also enabling it to be used in the future, even as mutations of the SARS2-Cov-19 virus arise; 1- and 2- gene systems struggle to handle these variations leading to increased false positive/negative errors.

SG Blocks’ CLIA-certified labs will be managed through its newly formed joint venture, Clarity Mobile Venture – a partnership with Clarity Diagnostic Labs (Boca Raton, FL) to bring best-in-class point-of-care lab workflow management, staffing solutions and medical software/cloud expertise to the Company’s modular lab capabilities, to offer customers a complete end-to-end solution. The partnership also has factory-direct relationships with global suppliers of essential PCR tests, lab equipment and consumables, the cost savings and priority access benefits of which are passed onto SG Blocks’ customers.

Paul Galvin, Chairman and Chief Executive Officer of SG Blocks added: “Our customers face overwhelming and conflicting challenges of not only ramping up Covid-19 testing in the foreseeable future, but also getting their own labs back to more regular hospital testing for the enormous backlog of non-Covid related treatments and procedures. Our joint venture provides dedicated resources and capabilities to help them to meet their Covid-19 testing goals in ways that do not interfere with their other testing priorities.”

About SG Blocks, Inc.:

SG Blocks, Inc. is a premier innovator in advancing and promoting the use of code-engineered cargo shipping containers for safe and sustainable construction. The firm offers a product that exceeds many standard building code requirements, and also supports developers, architects, builders and owners in achieving greener construction, faster execution, and stronger buildings of higher value. Each project starts with GreenSteel™, the structural core and shell of an SG Blocks building, and then customized to client specifications. For more information, visit www.sgblocks.com.

About Memorial Healthcare:

Memorial Healthcare is a 161-bed independent, community non-profit hospital and healthcare organization headquartered in Owosso, Michigan with additional locations in Genesee, Saginaw, Bay, and Clinton Counties. Services range from primary care to specialty care in areas such as neurology, orthopedic and sports medicine, robotic surgery, urology and endocrinology and more. Memorial operates over 25 satellite offices in the communities of Auburn, Chesaning, Corunna, Durand, Laingsburg, Ovid-Elsie, Owosso, Perry and St. Johns. Each year Memorial cares for nearly 30,000 emergency patients, and provides a wide range of ancillary services to over 200,000 outpatients and 3,800 inpatients. Memorial Healthcare has a medical staff of more than 200 physicians and advanced practice providers and nearly 1,500 employees, making it the largest employer in Shiawassee County. For more information, visit www.MemorialHealthcare.org.

Safe Harbor Statement

Forward-Looking Statements Certain statements in this press release constitute “forward-looking statements” within the meaning of the federal securities laws. Words such as “may,” “might,” “will,” “should,” “believe,” “expect,” “anticipate,” “estimate,” “continue,” “predict,” “forecast,” “project,” “plan,” “intend” or similar expressions, or statements regarding intent, belief, or current expectations, are forward-looking statements. These forward-looking statements are based upon current estimates and assumptions and include statements regarding SGBX’s lab solutions enabling Memorial to rapidly ramp up the number of Covid-19 tests undertaken to up to 7,000 per shift in a cost-effective and resource efficient way. While SG Blocks believes these forward-looking statements are reasonable, undue reliance should not be placed on any such forward-looking statements, which are based on information available to us on the date of this release. These forward-looking statements are subject to various risks and uncertainties, many of which are difficult to predict that could cause actual results to differ materially from current expectations and assumptions from those set forth or implied by any forward-looking statements. Important factors that could cause actual results to differ materially from current expectations include, among others, the Company’s ability to construct and deliver to Memorial SGBX’s high capacity Lab Testing Hub or ‘ D-Tec 5’ module together with four Swab collection stations or ‘ D-Tech1’ units as planned, the Company’s ability to position itself for future profitability, the Company’s ability to maintain compliance with the NASDAQ listing requirements, and the other factors discussed in the Company’s Annual Report on Form 10-K for the year ended December 31, 2019 and its subsequent filings with the SEC, including subsequent periodic reports on Forms 10-Q and 8-K. The information in this release is provided only as of the date of this release, and we undertake no obligation to update any forward-looking statements contained in this release on account of new information, future events, or otherwise, except as required by law.

Media:

Rubenstein Public Relations:

Christina Levin

Vice President

212-805-3029

[email protected]

Investor Relations:

ICR

Stephen Swett

(203) 682-8377

[email protected]

KEYWORDS: New York United States North America

INDUSTRY KEYWORDS: Other Transport Medical Supplies Infectious Diseases Packaging Hospitals Transport Manufacturing Health Logistics/Supply Chain Management

MEDIA:

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Haynes International, Inc. Reports Fourth Quarter and Fiscal 2020 Financial Results


  • Increase in net cash of $11.8 million during the fourth quarter. Combined third and fourth quarter net cash increase of $24.8 million. The Company is expecting to continue to generate cash through inventory reductions during fiscal 2021.



  • Sequentially, gross margins improved from 3.3% in the third quarter to 4.9% in the fourth quarter, despite lower volumes. The Company continues to successfully focus on cost, yield and pricing improvement initiatives. Fourth quarter gross margins were below fourth quarter of fiscal 2019 gross margins of 16.4% with significant gross margin compression due to unfavorable fixed cost absorption caused by the low volumes produced in our facilities.



  • Fourth quarter net revenues of $79.9 million compared to net revenues of $129.6 million for the same period of fiscal 2019, driven by the continued impact of the COVID-19 pandemic which is most pronounced in the aerospace market.  Fiscal year 2020 net revenues of $380.5 million compared to net revenues of $490.2 million for fiscal 2019.



  • Fourth quarter net loss of $(5.7) million, or $(0.46) per diluted share, compared to net income of $6.0 million, or $0.48 per diluted share, for the same period of fiscal 2019. Fiscal year 2020 net loss of $(6.5) million, or $(0.53) per diluted share, compared to net income of $9.7 million, or $0.78 per diluted share, for fiscal 2019.



  • Strong total liquidity of approximately $167.2 million with cash at September 30, 2020 of $47.2 million and approximately $120 million available on the credit facility. Subsequent to year-end, the Company replaced the $120 million credit facility with a new three year $100 million facility.



  • Backlog of $153.3 million at September 30, 2020, a decrease of 12.2% from $174.6 million at June 30, 2020, and a decrease of 34.8% from $235.2 million at September 30, 2019.



  • Capital investment in fiscal 2020 of $9.4 million and forecast for capital spending in fiscal 2021 of $10.0 million.



  • Regular quarterly cash dividend of $0.22 per outstanding share of the Company’s common stock declared.

KOKOMO, Ind., Nov. 19, 2020 (GLOBE NEWSWIRE) — Haynes International, Inc. (NASDAQ GM: HAYN) (the “Company”), a leading developer, manufacturer and marketer of technologically advanced high-performance alloys, today reported financial results for the fourth quarter and fiscal year ended September 30, 2020. In addition, the Company announced that its Board of Directors has authorized a regular quarterly cash dividend of $0.22 per outstanding share.

“Despite our low COVID-19 impacted volumes, we generated $11.8 million in cash during the fourth quarter, which puts our total cash generated at $24.8 million for the second half of fiscal 2020.  Our ongoing focus on high value differentiated products and cost reduction continues to have a positive impact on our results.  Our pricing improved year on year, and our ongoing cost reduction focus led to our gross margin improving sequentially in spite of lower revenue,” said Michael L. Shor, President and Chief Executive Officer.  “Although we recorded a net loss for the fourth quarter of fiscal 2020 and for the fiscal year, we continue to have confidence in our liquidity and our ability to continue to generate cash, as evidenced by our payoff during the quarter of the precautionary $30 million draw on our revolver.  In addition, post quarter-end, we established a new three-year $100 million credit facility, replacing the previous facility scheduled to expire July 2021.”


4th


Quarter Results

Net Revenues. Net revenues were $79.9 million in the fourth quarter of fiscal 2020, a decrease of 38.3% from $129.6 million in the same period of fiscal 2019. Volume was 2.9 million pounds in the fourth quarter of fiscal 2020, a decrease of 45.7% from 5.4 million pounds in the same period of fiscal 2019. The decrease in volume is primarily attributable to a significant slowdown in demand caused by the COVID-19 pandemic in addition to the impact caused by the grounding of the Boeing 737 MAX. In addition, the cash preservation actions occurring with many customers resulted in very conservative order entry trends. The product average selling price was $25.03 per pound in the fourth quarter of fiscal 2020, an increase of 10.5% from $22.66 per pound in the same period of fiscal 2019. The increase in average selling price per pound largely reflects a higher value product mix and previous price increases as well as other pricing considerations, which increased average selling price per pound by approximately $2.99. These increases were partially offset by lower market prices of raw materials, which decreased average selling price per pound by approximately $0.62.

Cost of Sales. Cost of sales was $76.0 million, or 95.1% of net revenues, in the fourth quarter of fiscal 2020 compared to $108.3 million, or 83.6% of net revenues, in the same period of fiscal 2019. The dollar decrease was primarily due to lower volumes combined with the Company’s actions taken to lower costs in response to COVID-19, which included voluntary and involuntary layoffs and salaried and hourly workforce reductions. However, despite these cost reduction measures, fixed costs cannot decline in line with the current production volumes, which required directly expensing a portion of these fixed costs in the amount of approximately $4.0 million.

Gross Profit. As a result of the above factors, gross profit was $4.0 million for the fourth quarter of fiscal 2020, a decrease of $17.4 million from the same period of fiscal 2019. Gross margin as a percentage of net revenue decreased to 4.9% in the fourth quarter of fiscal 2020 as compared to 16.4% in the same period of fiscal 2019. This percentage decrease was primarily due to the above-mentioned $4.0 million direct charge to cost of goods sold and period costs spread over lower volumes.

Selling, General and Administrative Expense.   Selling, general and administrative expense was $8.2 million for the fourth quarter of fiscal 2020, a decrease of $3.2 million from the same period of fiscal 2019. This decrease is largely a result of a reversal of management incentive expenses of $1.2 million that were recorded in prior quarters of fiscal 2020 as compared to management incentive expenses of $0.4 million during the same period of fiscal 2019. Additional decreases were primarily attributable to cost saving measures taken in response to COVID-19, including salary reductions, temporary layoffs and workforce reductions. Selling, general and administrative expense as a percentage of net revenues increased to 10.2% for the fourth quarter of fiscal 2020 compared to 8.8% for the same period of fiscal 2019.

Research and Technical Expense. Research and technical expense was $0.9 million, or 1.2% of net revenue, for the fourth quarter of fiscal 2020, compared to $1.1 million, or 0.8% of net revenue, in the same period of fiscal 2019.

Operating Income/(Loss). As a result of the above factors, operating loss in the fourth quarter of fiscal 2020 was ($5.2) million compared to operating income of $8.8 million in the same period of fiscal 2019.

Nonoperating retirement benefit expense. Nonoperating retirement benefit expense was $1.7 million in the fourth quarter of fiscal 2020 compared to $0.9 million in the same period of fiscal 2019. The increase in expense was primarily driven by lower discount rates in the September 30, 2019 valuation, which resulted in higher retirement liabilities and ultimately higher expense for the fourth quarter of fiscal 2020.

Income Taxes.   Income tax benefit was $1.5 million in the fourth quarter of fiscal 2020, a difference of $3.2 million from expense of $1.7 million in the fourth quarter of fiscal 2019, primarily driven by a difference in income before taxes of $15.0 million.

Net Income/(Loss). As a result of the above factors, net loss in the fourth quarter of fiscal 2020 was ($5.7) million, compared to net income of $6.0 million in the same period of fiscal 2019.


Fiscal Year Results

Net Revenues. Net revenues were $380.5 million in fiscal 2020, a decrease of 22.4% from $490.2 million in fiscal 2019, due to a decrease in volume, partially offset by an increase in average selling price per pound. Volume was 14.7 million pounds in fiscal 2020, a decrease of 26.8% from 20.0 million pounds in fiscal 2019, with decreases in each of the major markets. The decrease in volume is primarily attributable to a significant slowdown in demand caused by the COVID-19 pandemic in addition to the impact caused by the grounding of the Boeing 737 MAX. The average product selling price was $24.33 per pound in fiscal 2020, an increase of 4.8%, or $1.12, from $23.21 per pound in fiscal 2019. The average product selling price per pound increased as a result of a higher value product mix and previous price increases as well as other pricing considerations (such as customer mix, timing of customer agreement adjustors, etc.), which increased average selling price per pound by approximately $0.95 and $0.44, respectively, partially offset by lower raw material market prices, which decreased the average selling price per pound by approximately $0.27.

Cost of Sales. Cost of sales was $335.9 million, or 88.3% of net revenues, in fiscal 2020 compared to $424.7 million, or 86.6% of net revenues, in fiscal 2019. Cost of sales in fiscal 2020 decreased by $88.8 million primarily due to lower volumes and lower raw material prices combined with the Company’s actions taken to lower its breakeven point and lower costs in response to COVID-19. During the second half of fiscal 2020, the Company took safety measures to reduce the risk of spread of COVID-19, which actions included plant shutdowns during the month of April as well as voluntary and involuntary layoffs. The Company also reduced its salaried and hourly workforce as well and incurred approximately $0.7 million in severance expenses. However, despite these cost reduction measures, fixed costs did not decline in line with production volumes, which required directly expensing a portion of these fixed costs in the amount of approximately $11.4 million in fiscal 2020.

Gross Profit. As a result of the above factors, gross margin was $44.6 million for fiscal 2020, a decrease of $20.9 million from $65.5 million in fiscal 2019. Gross margin as a percentage of net revenue decreased to 11.7% in fiscal 2020 as compared to 13.4% in fiscal 2019. This percentage decrease was primarily due to the above-mentioned $11.4 million direct charge to cost of goods sold and other period costs spread over lower volumes.

Selling, General and Administrative Expense. Selling, general and administrative expense was $40.3 million for fiscal 2020, a decrease of $3.9 million, or 8.8%, from $44.2 million in fiscal 2019. This decrease is primarily attributable to lower management incentive expenses of $1.9 million along with cost saving measures taken in response to COVID-19, including salary reductions, temporary layoffs, and workforce reductions, partially offset by severance expenses of $0.2 million. Selling, general and administrative expense as a percentage of net revenues increased to 10.6% for fiscal 2020 compared to 9.0% for the same period of fiscal 2019 due to lower revenue.

Research and Technical Expense. Research and technical expense was $3.7 million, or 1.0% of revenue, for fiscal 2020, compared to $3.6 million, or 0.7% of net revenue, in fiscal 2019.

Operating Income/(Loss). As a result of the above factors, operating income in fiscal 2020 was $0.6 million, compared to operating income of $17.7 million in fiscal 2019.

Nonoperating retirement benefit expense. Nonoperating retirement benefit expense was $6.8 million in fiscal 2020, compared to $3.4 million in the same period of fiscal 2019. The increase in expense was primarily driven by lower discount rates in the September 30, 2019 valuation which resulted in higher retirement liabilities and ultimately higher expense for fiscal 2020.

Income Taxes. Income tax benefit was $1.0 million during fiscal 2020, a difference of $4.6 million from an expense of $3.6 million in the same period of fiscal 2019, driven by a decrease in income before taxes of $20.9 million as well as a valuation allowance recorded during fiscal 2020 of $1.0 million on tax credits that are not expected to be realized prior to expiration.

Net Income/(Loss). As a result of the above factors, net loss for fiscal 2020 was $(6.5) million, a decrease of $16.2 million from net income $9.7 million in fiscal 2019.


Volumes, Competition and Pricing

At the end of fiscal 2019, volume shipped in the fourth quarter was 5.4 million pounds, the Company’s highest quarterly volume in four and a half years. Moving into the first half of fiscal 2020, volumes were negatively impacted by the grounding and subsequent production halt of the Boeing 737 MAX aircraft combined with low oil prices, which impacted volumes sold into the chemical processing market. Volumes in the first and second quarter of fiscal 2020 were 4.2 million and 4.3 million pounds, respectively. The second half of fiscal 2020 was then significantly impacted by the global COVID-19 pandemic, which lowered volumes in the third and fourth quarter to 3.2 million and 2.9 million pounds, respectively. This put fiscal 2020 volume at 14.7 million pounds, which is the lowest since fiscal 2003 and represents a 26.8% decline in volume from the prior year.

Pounds shipped by market in the fourth quarter of fiscal 2020 compared to the same quarter last year declined 58.2% in the aerospace market, 40.0% in the chemical processing market, 20.5% in the industrial gas turbine market, and 38.9% in other markets. Total pounds shipped in the fourth quarter of fiscal 2020 were 2.9 million pounds, which declined 45.7% compared to the same quarter last year.

The product average selling price per pound in fiscal 2020 was $24.33, which is a 4.8% increase over last fiscal year. The increase is partly driven by the realization of contract price increases (primarily contracts adjusting in January 2020) as well as changes in product mix (both alloy and form). Volume of commodity alloys has decreased in greater proportion than proprietary alloys, which increases the overall product average selling price.

The average market price of nickel as reported by the London Metals Exchange for the 30-days ending September 30, 2020 was $6.74 as compared to the prior year 30-days ending September 30, 2019 average market price of $8.02 per pound. The Company values inventory utilizing the first-in, first-out (“FIFO”) inventory costing methodology. In a period of decreasing raw material costs, the FIFO inventory valuation normally results in higher costs of sales as compared to the last-in, first out method. Conversely, in a period of rising prices, the FIFO inventory valuation normally results in lower costs of sales as compared to the last-in, first out method.   


Gross Profit Margin Trend Performance

The significant drop in volumes resulting from the COVID-19 pandemic compressed margins significantly in the third and fourth quarters of fiscal 2020. Particularly challenging is reducing spending commensurate with volume reductions in this environment. In the third and fourth quarter, the Company charged $5.9 million and $4.0 million, respectively, directly to cost of goods sold for excess fixed overhead incurred due to abnormally low production levels that could not be capitalized into inventory. Additional unfavorable absorption occurs with typical period costs that are fixed and do not decrease with lower volumes. Further charges to cost of goods sold occurred in the third and fourth quarters to implement manpower reduction measures such as incentives and severance costs for voluntary and involuntary reductions in the workforce. The fourth quarter margin improvement as compared to the third quarter, even with lower revenues, represents continued reduction of spending within operations to match current activity levels to the extent practicable.


Backlog

While the Company has experienced low order entry levels primarily due to the global COVID-19 pandemic, order entry rates slightly increased in the fourth quarter of fiscal 2020 compared to the third quarter, but still below shipment rates. Backlog was $153.3 million at September 30, 2020, a decrease of approximately $21.4 million, or 12.2%, from $174.6 million at June 30, 2020. The backlog dollars decreased during the fourth quarter of fiscal 2020 due to an 9.7% decrease in backlog average selling price combined with a 2.8% decrease in backlog pounds. The decrease in average selling price was due to a lower-value product mix in the backlog.

Backlog decreased by $81.9 million, or 34.8%, from $235.2 million at September 30, 2019 to $153.3 million at September 30, 2020 due to an 32.0% decrease in backlog pounds combined with a 4.2% decrease in backlog average selling price. The decrease in backlog pounds was primarily driven by decreases in demand in the aerospace market. The decrease in average selling price was due to a lower-value product mix in the backlog, predominately because of less titanium tubing in the backlog.


Capital Spending

Capital spending was $10.0 million and $9.4 million in fiscal 2019 and 2020, respectively, and the forecast for capital spending in fiscal 2021 is approximately $10.0 million, which represents a level below the Company’s depreciation levels.


Working Capital

Controllable working capital, which includes accounts receivable, inventory, accounts payable and accrued expenses, was $264.9 million at September 30, 2020, a decrease of $17.5 million or 6.2% from $282.5 million at September 30, 2019. This decrease resulted primarily from accounts receivable and inventory decreasing $25.9 million and $12.7 million, respectively, partially offset by a decrease of accounts payable and accrued expenses of $21.0 million in the aggregate. As compared to the third quarter ended June 30, 2020, controllable working capital decreased $13.5 million, or 4.9%. This decrease resulted primarily from inventory decreasing $17.8 million and accounts receivable decreasing $1.2 million, partially offset by decreases in accounts payable and accrued expenses of $5.4 million in the aggregate.


Liquidity

The Company had cash and cash equivalents of $47.2 million at September 30, 2020, inclusive of $11.0 million that was held by foreign subsidiaries in various currencies, compared to $31.0 million at September 30, 2019. Additionally, there were zero borrowings against the credit facility as of September 30, 2020. During fiscal 2020, the Company’s primary sources of cash were cash on-hand and the revolving credit facility which was drawn against during the first six months of fiscal 2020 but repaid in full by September 30, 2020.

Net cash provided by operating activities was $36.2 million in fiscal 2020 compared to net cash provided by operating activities of $43.0 million in fiscal 2019, a decrease of $6.8 million.  The decrease was primarily driven by a net loss of $6.5 million during fiscal 2020 compared to net income of $9.7 million during fiscal 2019, partially offset by changes in working capital.  During fiscal 2019, changes in accounts receivable and accounts payable resulted in a net cash outflow of $5.2 million.  During fiscal 2020, changes in accounts receivable and accounts payable resulted in a net cash inflow of $5.5 million.   

Net cash used in investing activities was $9.4 million in fiscal 2020, which was lower than cash used in investing activities during the same period of fiscal 2019 of $10.0 million, driven by lower additions to property, plant and equipment.


Repayment of Draw and Refinancing Credit Facility

During the second quarter of fiscal 2020 the Company borrowed $30.0 million under its previous credit facility to add to its cash balance in order to further secure its liquidity position and to provide the financial flexibility given uncertain market conditions as a result of the COVID-19 outbreak. The Company repaid the $30.0 million precautionary draw on the revolver in September 2020, in part, due to generating $24.8 million in cash in the last six months of the fiscal year. In addition, subsequent to year-end in October 2020, the Company replaced the $120.0 million credit facility set to expire in July 2021 with a new credit facility expiring in three years. The Credit Agreement provides for revolving loans in the maximum amount of $100.0 million, subject to a borrowing base and certain reserves. The Credit Agreement permits an increase in the maximum revolving loan amount from $100.0 million up to an aggregate amount of $170.0 million at the request of the borrower if certain conditions are met. As of September 30, 2020, the Previous Facility had a zero balance and the Company was in compliance with all applicable financial covenants under the Previous Facility.


Dividend Declared

On November 19, 2020, the Company announced that the Board of Directors declared a regular quarterly cash dividend of $0.22 per outstanding share of the Company’s common stock. The dividend is payable December 15, 2020 to stockholders of record at the close of business on December 1, 2020. The aggregate cash payout based on current shares outstanding will be approximately $2.8 million, or approximately $11.1 million on an annualized basis if current dividend levels are maintained.


Valuation of the Pension Plan and the Retiree Healthcare Plan

The actuarial valuation of the pension and retiree healthcare plans on September 30, 2020 included an unfavorable reduction in the discount rates used to measure the plan liabilities, however the reduction was offset by favorable items including higher than expected return on plan assets and favorable retiree health care spending. This development is expected to reduce expense in fiscal 2021 by $5.6 million, reflected primarily in the Nonoperating Retirement Benefit Expense in the Statement of Operations.


COVID-19 Pandemic

COVID-19 related disruptions negatively impacted the Company’s financial and operating results in the second half of fiscal 2020. In particular, the pandemic negatively impacted the aerospace supply chain which is absorbing significant downward adjustments to its forecasted demand. The Company has accepted, with select aerospace customers, order push-outs and in some cases cancellations. Markets other than aerospace have also been depressed with uncertainty and tight cash management impacting customer ordering patterns. The Company has taken significant actions to position itself to manage through the current market disruption caused by COVID-19.   Due to the current unprecedented market and economic conditions in the U.S. and internationally, the extent of the impact of the COVID-19 pandemic on the Company’s operations going forward cannot be reasonably estimated. In general, however, we expect to continue to face challenging operating conditions for the foreseeable future until meaningful progress is made in curtailing the pandemic and its impact on the aerospace and other markets


G


uidance

The Company continues to experience market uncertainty driven by the COVID-19 global pandemic. The Company expects revenue in the first quarter of fiscal 2021 to be lower than the fourth quarter of fiscal 2020 due to the ongoing impact of the pandemic, as well as the typical end of year holiday related business slowdown, maintenance schedules and customers managing their calendar year-end balance sheets. Earnings for the first quarter cannot be estimated during this time of unprecedented market and economic conditions, low volumes and unfavorable fixed cost absorption.  The Company expects to continue to generate cash from inventory reduction in fiscal 2021, and the Company continues to position itself favorably for the recovery.


Earnings Conference Call

The Company will host a conference call on Friday, November 20, 2020 to discuss its results for the fourth quarter of fiscal 2020. Michael Shor, President and Chief Executive Officer, and Daniel Maudlin, Vice President of Finance and Chief Financial Officer, will host the call and be available to answer questions.

To participate, please dial the teleconferencing number shown below five minutes prior to the scheduled conference time.

Date: Friday,
November 20
, 20
20
Dial-In Numbers: 8
44-
369

8770
(Domestic)
Time: 9:00 a.m. Eastern Time   862-298-
0
840
(International)

A live Webcast of the conference call will be available at www.haynesintl.com.

For those unable to participate, a teleconference replay will be available from Friday, November 20st at 11:00 a.m. ET, through 11:59 p.m. ET on Friday, December 18, 2020. To listen to the replay, please dial:

Replay: 877-481-4010
Conference
Pin
:
3
8595

A replay of the Webcast will also be available for one year at www.haynesintl.com.


About Haynes International

Haynes International, Inc. is a leading developer, manufacturer and marketer of technologically advanced, high performance alloys, primarily for use in the aerospace, industrial gas turbine and chemical processing industries.


Cautionary Note Regarding Forward-Looking Statements

This press release contains statements that constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, each as amended. All statements other than statements of historical fact, including statements regarding market and industry prospects and future results of operations or financial position, made in this press release are forward-looking. In many cases, you can identify forward-looking statements by terminology, such as “may”, “should”, “expects”, “intends”, “plans”, “anticipates”, “believes”, “estimates”, “predicts”, “potential” or “continue” or the negative of such terms and other comparable terminology.
The forward-looking information may include, among other information, statements concerning the Company’s outlook for fiscal 2020 and beyond, overall volume and pricing trends, cost reduction strategies and their anticipated results, capital expenditures, dividends and the impact of COVID-19 on the economy, demand for our products and our operations, including the measures taken by governmental authorities to address it, which may precipitate or exacerbate other risks and/or uncertainties.  There may also be other statements of expectations, beliefs, future plans and strategies, anticipated events or trends and similar expressions concerning matters that are not historical facts.  Readers are cautioned that any such forward-looking statements are not guarantees of future performance and involve risks and uncertainties. Actual results may differ materially from those in the forward-looking statements as a result of various factors, many of which are beyond the Company’s control.

The Company has based these forward-looking statements on its current expectations and projections about future events, including our expectations of the impact of the recent COVID-19 pandemic.  Although the Company believes that the assumptions on which the forward-looking statements contained herein are based are reasonable, any of those assumptions could prove to be inaccurate. As a result, the forward-looking statements based upon those assumptions also could be incorrect.  Risks and uncertainties may affect the accuracy of forward-looking statements. Some, but not all, of these risks are described in Item 1A. of Part 1 of the Company’s Annual Report on Form 10-K for the fiscal year ended September 30, 20
20
.

The Company undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

 
Schedule 1
 
HAYNES INTERNATIONAL, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

(unaudited)

(in thousands, except per share data)
                  
  Three Months Ended September 30,    Year Ended September 30, 
  2019
     2020
     2019
     2020
Net revenues $ 129,640     $ 79,938     $ 490,215     $ 380,530  
Cost of sales   108,330       75,984       424,712       335,898  
Gross profit   21,310       3,954       65,503       44,632  
Selling, general and administrative expense   11,419       8,191       44,195       40,307  
Research and technical expense   1,069       936       3,592       3,713  
Operating income (loss)   8,822       (5,173 )     17,716       612  
Nonoperating retirement benefit expense   878       1,722       3,446       6,822  
Interest income   (33 )     (9 )     (86 )     (44 )
Interest expense   230       368       986       1,332  
Income (loss) before income taxes   7,747       (7,254 )     13,370       (7,498 )
Provision for (benefit from) income taxes   1,710       (1,537 )     3,625       (1,020 )
Net income (loss) $ 6,037     $ (5,717 )   $ 9,745     $ (6,478 )
Net income (loss) per share:                      
Basic $ 0.48     $ (0.46 )   $ 0.78     $ (0.53 )
Diluted $ 0.48     $ (0.46 )   $ 0.78     $ (0.53 )
Weighted Average Common Shares Outstanding                      
Basic   12,452       12,474       12,445       12,471  
Diluted   12,503       12,474       12,481       12,471  
                       
Dividends declared per common share $ 0.22     $ 0.22     $ 0.88     $ 0.88  
                               

 
Schedule 2
 
HAYNES INTERNATIONAL, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(Unaudited)

(in thousands, except share data)
           
  September 30,       September 30, 
  2019
  2020
ASSETS          
Current assets:          
Cash and cash equivalents $ 31,038     $ 47,238  
Accounts receivable, less allowance for doubtful accounts of $441 and $545 at September 30, 2019 and September 30, 2020, respectively   76,979       51,118  
Inventories   258,802       246,124  
Income taxes receivable   1,757       3,770  
Other current assets   3,297       3,285  
Total current assets   371,873       351,535  
Property, plant and equipment, net   169,966       159,819  
Deferred income taxes   34,132       30,551  
Other assets   7,756       8,974  
Goodwill   4,789       4,789  
Other intangible assets, net   5,284       5,056  
Total assets $ 593,800     $ 560,724  
LIABILITIES AND STOCKHOLDERS’ EQUITY          
Current liabilities:          
Accounts payable $ 34,497     $ 17,555  
Accrued expenses   18,833       14,757  
Accrued pension and postretirement benefits   4,250       3,403  
Deferred revenue—current portion   2,500       2,500  
Total current liabilities   60,080       38,215  
Long-term obligations (less current portion)   8,609       8,509  
Deferred revenue (less current portion)   15,329       12,829  
Deferred income taxes   2,016       2,131  
Operating lease liabilities         1,719  
Accrued pension benefits (less current portion)   101,812       105,788  
Accrued postretirement benefits (less current portion)   109,679       90,032  
Total liabilities   297,525       259,223  
Commitments and contingencies          
Stockholders’ equity:          
Common stock, $0.001 par value (40,000,000 shares authorized, 12,566,969 and 12,681,280 shares issued and 12,513,500 and 12,622,371 shares outstanding at September 30, 2019 and September 30, 2020, respectively)   13       13  
Preferred stock, $0.001 par value (20,000,000 shares authorized, 0 shares issued and outstanding)          
Additional paid-in capital   253,843       257,583  
Accumulated earnings   125,296       120,943  
Treasury stock, 53,469 shares at September 30, 2019 and 58,909 shares at September 30, 2020   (2,239 )     (2,437 )
Accumulated other comprehensive loss   (80,638 )     (74,601 )
Total stockholders’ equity   296,275       301,501  
Total liabilities and stockholders’ equity $ 593,800     $ 560,724  
               

 
Schedule 3
 
HAYNES INTERNATIONAL, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(unaudited)

(in thousands)
       
  Year Ended September 30, 
  2019
     2020
Cash flows from operating activities:          
Net income (loss) $ 9,745     $ (6,478 )
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:          
Depreciation   18,871       19,422  
Amortization   255       228  
Pension and post-retirement expense – U.S. and U.K.   8,819       13,624  
Change in long-term obligations   316       97  
Stock compensation expense   2,575       3,318  
Deferred revenue   (2,500 )     (2,500 )
Deferred income taxes   1,872       (1,219 )
Loss on disposition of property   138       30  
Change in assets and liabilities:          
Accounts receivable   (5,002 )     26,713  
Inventories   11,702       15,283  
Other assets   (1,080 )     567  
Accounts payable and accrued expenses   (204 )     (21,196 )
Income taxes   5,534       (2,028 )
Accrued pension and postretirement benefits   (7,994 )     (9,664 )
Net cash provided by (used in) operating activities   43,047       36,197  
Cash flows from investing activities:          
Additions to property, plant and equipment   (10,041 )     (9,374 )
Net cash used in investing activities   (10,041 )     (9,374 )
Cash flows from financing activities:          
Revolving credit facility borrowings   16,600       30,000  
Revolving credit facility repayments   (16,600 )     (30,000 )
Dividends paid   (11,011 )     (11,058 )
Proceeds from exercise of stock options   215       422  
Payment for purchase of treasury stock   (370 )     (198 )
Payments on long-term obligation   (150 )     (297 )
Net cash used in financing activities   (11,316 )     (11,131 )
Effect of exchange rates on cash   (454 )     508  
Increase (decrease) in cash and cash equivalents:   21,236       16,200  
Cash and cash equivalents:          
Beginning of period   9,802       31,038  
End of period $ 31,038     $ 47,238  
               


Quarterly Data

The unaudited quarterly results of operations of the Company for the most recent eight quarters are as follows.

  2019
  Quarter Ended
  December 31   March 31   June 30   September 30
Net revenues $ 107,069     $ 127,474     $ 126,032     $ 129,640  
Gross profit   11,335       14,683       18,175       21,310  
Gross profit percentage of net revenues   10.6 %     11.5 %     14.4 %     16.4 %
Net income (loss)   (1,603 )     1,509       3,802       6,037  
Net income (loss) per share:                      
Basic   $(0.13 )     $0.12       $0.30       $0.48  
Diluted   $(0.13 )     $0.12       $0.30       $0.48  

  2020
  Quarter Ended
  December 31   March 31   June 30   September 30
Net revenues $ 108,453     $ 111,563     $ 80,576     $ 79,938  
Gross profit   18,743       19,296       2,639       3,954  
Gross profit percentage of net revenues   17.3 %     17.3 %     3.3 %     4.9 %
Net income (loss)   3,268       4,068       (8,097 )     (5,717 )
Net income (loss) per share:                      
Basic   $0.26       $0.32       $(0.65 )     $(0.46 )
Diluted   $0.26       $0.32       $(0.65 )     $(0.46 )
                               


Sales by Market

The unaudited revenues, pounds shipped and average selling price per pound of the Company for the three months and year ending September 30, 2019 and 2020 are as follows.

  Three Months Ended September 30,    Year Ended September 30, 
  2019   2020   2019   2020

Net revenues
(in thousands)
                             
Aerospace $ 68,318     $ 33,590     $ 258,104     $ 191,980  
Chemical processing   27,773       18,483       89,651       63,170  
Industrial gas turbines   15,792       12,439       59,430       56,576  
Other markets   11,037       9,259       57,946       45,099  
Total product revenue   122,920       73,771       465,131       356,825  
Other revenue   6,720       6,167       25,084       23,705  
Net revenues $ 129,640     $ 79,938     $ 490,215     $ 380,530  
                               

Shipments by markets
(in thousands of pounds)
                             
Aerospace   2,731       1,142       10,279       7,229  
Chemical processing   1,315       789       4,310       2,844  
Industrial gas turbines   946       752       3,407       3,335  
Other markets   432       264       2,044       1,258  
Total shipments   5,424       2,947       20,040       14,666  
                               

Average selling price per pound
                             
Aerospace $ 25.02     $ 29.41     $ 25.11     $ 26.56  
Chemical processing   21.12       23.43       20.80       22.21  
Industrial gas turbines   16.69       16.54       17.44       16.96  
Other markets   25.55       35.07       28.35       35.85  
Total product (product only; excluding other revenue)   22.66       25.03       23.21       24.33  
Total average selling price (including other revenue) $ 23.90     $ 27.13     $ 24.46     $ 25.95  
                               

Contact:   Daniel Maudlin
    Vice President of Finance and Chief Financial Officer
    Haynes International, Inc.
    765-456-6102



AVROBIO Announces Proposed Public Offering of Common Stock

AVROBIO Announces Proposed Public Offering of Common Stock

CAMBRIDGE, Mass.–(BUSINESS WIRE)–
AVROBIO, Inc. (NASDAQ:AVRO), a leading clinical-stage gene therapy company, today announced that it intends to offer and sell, subject to market and other conditions, $75 million of its common stock in an underwritten public offering.

The company expects to grant the underwriters a 30-day option to purchase up to $11.25 million of additional shares of its common stock (15 percent) offered in the public offering. All of the shares in the proposed offering are to be sold by the company. The offering is subject to market and other conditions, and there can be no assurance as to whether or when the offering may be completed, or as to the actual size or terms of the offering.

Morgan Stanley, Cowen, Wells Fargo Securities and Barclays are acting as joint book-running managers for the offering.

AVROBIO intends to use the net proceeds from the offering, in addition to its existing cash resources, to fund its current programs in Fabry disease, cystinosis, Gaucher disease type 1, Hunter syndrome, Pompe disease and Gaucher disease type 3, fund external and internal manufacturing and process development activities and fund research and development activities that relate to its current and future clinical and preclinical activities, including the cost of research and development personnel. The company intends to use the remainder for planned general and administrative expenses, working capital and other general corporate purposes.

The securities described may be offered pursuant to a shelf registration statement on Form S-3 (File No. 333-235641), including a base prospectus. The securities may be offered only by means of a prospectus. A preliminary prospectus supplement related to the offering and a final prospectus supplement related to the offering will be filed with the U.S. Securities and Exchange Commission (SEC) and will be available on the SEC’s website at www.sec.gov. Copies of the preliminary prospectus supplement and the accompanying prospectus relating to the securities being offered may also be obtained by contacting: Morgan Stanley & Co. LLC, Attention: Prospectus Department, 180 Varick Street, 2nd Floor, New York, NY 10014, or Cowen and Company, LLC c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NY, 11717, Attn: Prospectus Department, by email at [email protected] or by telephone at (833) 297-2926.

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

About AVROBIO

AVROBIO, Inc. is a leading clinical-stage gene therapy company. Our clinical-stage programs include Fabry disease, Gaucher disease type 1 and cystinosis and we also are advancing preclinical programs in Hunter syndrome, Pompe disease and Gaucher disease type 3.

Forward-Looking Statements

This press release contains forward-looking statements, including statements made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. These statements may be identified by words and phrases such as “aims,” “anticipates,” “believes,” “could,” “designed to,” “estimates,” “expects,” “forecasts,” “goal,” “intends,” “may,” “plans,” “possible,” “potential,” “seeks,” “will,” and variations of these words and phrases or similar expressions that are intended to identify forward-looking statements. These forward-looking statements include, without limitation, statements regarding completion, timing and anticipated size of the proposed offering and the anticipated use of proceeds therefrom. Any such statements in this press release that are not statements of historical fact may be deemed to be forward-looking statements. Results in preclinical or early stage clinical trials may not be indicative of results from later stage or larger scale clinical trials and do not ensure regulatory approval. You should not place undue reliance on these statements, or the scientific data presented.

Any forward-looking statements in this press release are based on AVROBIO’s current expectations, estimates and projections only as of the date of this release and are subject to a number of risks and uncertainties that could cause actual results to differ materially and adversely from those set forth in or implied by such forward-looking statements. These risks and uncertainties include, but are not limited to, completion of the proposed public offering on the anticipated terms, or at all, market conditions and the satisfaction of customary closing conditions related to the proposed public offering. For a discussion of these and other risks and uncertainties, and other important factors, any of which could cause AVROBIO’s actual results to differ materially and adversely from those contained in the forward-looking statements, see the section entitled “Risk Factors” in AVROBIO’s Annual Report on Form 10-K for the fiscal year ended December 31, 2019 and our subsequent periodic reports on Form 10-Q, as well as discussions of potential risks, uncertainties, and other important factors in our other filings with the SEC, including those contained or incorporated by reference in the preliminary prospectus supplement related to the proposed public offering to be filed with the SEC. AVROBIO explicitly disclaims any obligation to update any forward-looking statements except to the extent required by law.

Investors:

Christopher F. Brinzey

Westwicke, an ICR Company

339-970-2843

[email protected]

Media:

Stephanie Simon

Ten Bridge Communications

617-581-9333

[email protected]

KEYWORDS: Massachusetts United States North America

INDUSTRY KEYWORDS: Health Genetics Clinical Trials Research Science Pharmaceutical Biotechnology

MEDIA:

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Geospace Technologies Reports Fourth Quarter and Fiscal Year 2020 Results & Announces Stock Repurchase Program

Geospace Technologies Reports Fourth Quarter and Fiscal Year 2020 Results & Announces Stock Repurchase Program

HOUSTON–(BUSINESS WIRE)–
Geospace Technologies (NASDAQ: GEOS) today announced a net loss of $19.2 million, or $(1.42) per diluted share, on revenue of $87.8 million for its fiscal year ended September 30, 2020. This compares with a net loss of $146,000, or ($0.01) per diluted share, on revenue of $95.8 million for the comparable year-ago period.

For the fourth quarter ended September 30, 2020, the company reported revenue of $21.5 million and a net loss of $3.9 million, or ($0.29) per diluted share. For the comparable period last year, the company recorded revenue of $28.9 million and net income of $8.7 million, or $0.63 per diluted share.

The company noted that both the 2019 fiscal year and the fourth quarter periods benefited from a $7.0 million gain on the sale of non-essential real estate. Also noted, fiscal year 2020 operating income includes a $0.7 million non-cash charge for goodwill impairment in the company’s oil and gas segment, and a $1.1 million non-cash charge for changes in contingent consideration whereas fiscal year 2019 benefited from a $2.1 million reversal.

Walter R. (“Rick”) Wheeler, President and CEO of Geospace Technologies (the “Company”) said, “The spread of the novel coronavirus that began in late 2019 and early 2020, continues to negatively impact economies around the world. In response to this pandemic, we have continued to maintain our steadfast commitment to the health and safety measures implemented earlier this year. These measures are designed to protect our employees, as well as ensure that we can continue to serve our valued customers in the fashion to which they are accustomed.

Wheeler continued, “Despite the negative impact that COVID-19 has had on each of our business segments, we are pleased to report that our fiscal year 2020 total revenue of $87.8 million remained within 8% of last year’s total, and that we generated over $18 million in cash from operations over the course of the year. Notably, this reported revenue figure does not include any amounts from the sale of a GCL land recording system, valued at $12.5 million, to one of our customers in the second quarter. The purchase included $10 million of financing through a promissory note, and by the end of September 2020, almost $5.0 million had been received toward this system, including interest charges. Principal payment amounts toward this sale are included on our balance sheet as part of non-current deferred revenue, which we intend to recognize at a later date when collection of the note is deemed likely.”

Wheeler further noted, “As was the case throughout the fiscal year, our fourth quarter results continued to be fueled by demand for our OBX ocean-bottom recording systems. Moreover, rental contracts for our OBX marine systems pushed revenue from our wireless exploration products above last year’s mark. This helped to partially offset the reduced demand for our other oil and gas segment products, as well as the lower demand we experienced for products in our adjacent market businesses. The reduced demand was largely brought about by the negative impacts of COVID-19. Efforts to combat this disease have driven down the world’s demand for oil and gas, which has led to the largest supply and demand imbalance we’ve experienced. With a majority of seismic exploration activities currently suspended, demand for our oil and gas products remains limited. In addition, our adjacent markets graphic imaging products have seen similar setbacks. These products are used in the printing processes, merchandizing, and promotions of sports, entertainment, schools, tourism, and other social gathering events. Due to COVID-19, many of these activities have been curtailed, thus lowering demand for these products. In recognition of this lower products and rental demand and in keeping with our conservative management approach, we took steps to address our operating costs with a reduction in force in the third quarter of fiscal year 2020. Although a return to normalcy from these circumstances seems almost certain, the timing and extent of such recovery is unclear.”

Oil and Gas Markets Segment

Combined revenue from the Company’s Oil and Gas Markets segment totaled $14.2 million for the three months ended September 30, 2020. For the full fiscal year, revenue from this segment totaled $61.7 million. This compares with $20.8 million and $65.0 million for the equivalent three- and twelve-month periods a year ago, reflecting respective decreases of 32% and 5%. The decrease for the three-month period stems from lower demand for the Company’s wireless and reservoir seismic products and services, and for the full year period, reduced demand for its traditional and reservoir seismic products. Given the reduction in demand for oil and gas as a consequence of COVID-19, the Company’s Oil and Gas Markets segment will remain challenged as a result of minimal seismic exploration activity.

Revenue contributions to this segment from the Company’s traditional exploration products totaled $1.1 million and $6.7 million respectively for the three-month and full year periods ended September 30, 2020. These reflect an increase of 83% and a decrease of 30% compared to the same periods a year ago. The increase for the three-month period arises from comparing to last year’s historic low figure, while the decrease for the full year period is attributed to a persistent low overall demand for these products brought about by stark reductions in seismic exploration activities for oil and gas.

Segment contributions from the Company’s wireless seismic products totaled $13.0 million and $54.1 million respectively for the three- and twelve-month periods ended September 30, 2020. This equates to a 35% decrease and a 2% increase compared to the corresponding respective year ago periods. The fourth quarter decrease from last year is due to lower sales and rentals of the Company’s wireless products over the narrow three-month period. The full year comparative increase is a result of greater rental revenue during the year from the Company’s OBX marine nodal recording systems, partially offset by lower sales and rentals of its wireless land products. Demand for the Company’s OBX systems is driven by the desire of many oil and gas companies to find new resources near producing fields and to leverage existing offshore assets for their recovery to achieve lower cost. The Company’s rental of OBX systems is not immune from the reduced global demand for oil and gas, as such the Company expects reduced revenue from the rental of OBX systems in fiscal year 2021. Not recognized in the Company’s fiscal year 2020 revenue is the sale of a 30,000 channel GCL wireless land recording system, valued at $12.5 million. Payments received toward the system purchase are included in non-current deferred revenue on the Company’s balance sheet and are intended to be recognized as revenue at a future date when payment of a promissory note on the sale is likely.

The Company’s reservoir seismic products contributed $0.1 million and $0.9 million in total revenue for the three-month and full year periods ended September 30, 2020. This compares with $0.3 million and $2.7 million for the equivalent periods one year earlier, reflecting respective decreases of 56% and 65%. Reductions in engineering services and lower demand for the sale, rental, and repair of the Company’s borehole tools are responsible for the decreases in both periods. Management believes that contracts for the manufacture and deployment of permanent reservoir monitoring (PRM) systems offer the greatest opportunity for meaningful revenue from this product category. The Company has the largest installed base of PRM systems in the world, and offers configurations utilizing high-resolution electromagnetic motion sensors or OptoSeis® fiber optic sensor technology. In the fourth quarter of fiscal year 2020, the Company received a request from a major oil and gas producer to propose on the manufacture and installation of a large-scale seabed PRM system. In the event of a provided response, the potential customer is expected to award a contract in the second or third quarter of fiscal year 2021. If the Company were awarded the contract, revenue from the contract would not likely be recognized until the latter part of fiscal year 2021 and beyond. The Company is also continuing its ongoing discussions with other major oil and gas producers for possible PRM systems.

Adjacent Markets Segment

Combined revenue from the Company’s Adjacent Markets segment totaled $7.1 million and $25.4 million for the three- and twelve-month periods ended September 30, 2020. This compares with $8.0 million and $30.1 million for the equivalent year ago periods, representing decreases of 11% and 16% respectively. Lower sales of the Company’s sensors, cables, and connectors used in non-oil and gas industrial markets, and lower demand for its contract manufacturing services contributed to the decreases in both periods. In addition, reduced sales of the Company’s graphic imaging products further contributed to the comparative decrease over the full year period. In all cases, negative impacts of the COVID-19 pandemic are believed to be the primary cause of lower demand for the Company’s various adjacent markets products. As the effects of COVID-19 are abated, demand for the Company’s adjacent markets products will likely improve, but the extent and timing of possible recovery cannot be determined.

Emerging Markets Segment

The Company’s Emerging Markets segment generated revenue of $177,000 and $734,000 for the three-month and full year periods ended September 30, 2020. This compares with $14,000 and $159,000 for the similar three- and twelve-month periods of the previous year. For both periods, increased revenue is attributed to (i) the sale of border and perimeter security products to a commercial customer and (ii) initial site preparation and engineering related to a U.S. Customs and Border Protection, U.S. Border Patrol contract. Revenue from this $10 million contract, secured in April 2020, is expected to be recognized in the Company’s 2021 fiscal year. The contract is evidence of the Company’s successful execution of strategic diversification. Through its Quantum acquisition and analytics integration, the Company has leveraged its core engineering and manufacturing competencies to create novel products incorporating seismic acoustic technology and advanced analytics. These products provide unique technology solutions to government and commercial customers in the security, industrial, oil and gas, and other markets.

Balance Sheet and Liquidity

For the fiscal year ended September 30, 2020, the Company generated $18.1 million in cash and cash equivalents from operating activities. The Company used $4.1 million of cash for investment activities that included (i) $5.5 million invested in its rental equipment primarily to expand its OBX rental fleet, and (ii) $2.9 million for additions to property, plant, and equipment. These uses were partially offset by (i) $4.1 million of proceeds for the sale of rental equipment, and (ii) $0.2 million of proceeds from the sale of equipment. As of September 30, 2020, the Company had $32.7 million in cash and cash equivalents, and maintained an additional borrowing availability of $17.7 million under its bank credit agreement with no borrowings outstanding. Thus, as of September 30, 2020, the Company’s total liquidity stood at $50.4 million. The Company additionally owns unencumbered property and real estate in both domestic and international locations.

Wheeler concluded, “COVID-19 continues to exert a tight grip on the economies of countries around the world, and until there is a successful vaccine and infection rates consistently decline, there is no way to predict what a recovery will look like. Although the impact of the pandemic on some of our business segments was initially delayed, the negative effects have largely caught up. Seismic exploration activity will remain at a minimum as long as oil and gas supplies outstrip demand, and the lower energy demands brought about in reaction to COVID-19 reinforce this condition. As the businesses of some of our customers suffer from the pandemic’s effects, some of our adjacent market products will see reduced demand. However, much of our current efforts are focused on longer term strategic goals and projects of major customers looking further into the future. This includes oil and gas companies eager to find new reserves near existing assets using our OBX systems, as well as those intending to maximize recoveries of existing fields using our PRM systems. Transcending the pandemic is the critical mission of the U.S. Customs and Border Protection, U.S. Border Patrol, as we fulfill our contract to provide the Department of Homeland Security with a technology solution to protect our borders and society at large. We believe our strong balance sheet with no debt and ample liquidity gives us the fundamental strength to weather this pandemic and emerge on good footing. As such, we believe we are well positioned to leverage our comprehensive engineering and significant manufacturing operation in pursuit of new specialized industrial manufacturing customers and in support of national and homeland security missions. By maintaining our own manufacturing operation, we’ve de-risked our supply chain and enabled rapid time to market for new products, all of which make us highly attractive for partnership and fulfillment of commercial and government contracts. In other matters, I’d like to highlight the recent additions to our Board of Directors of Margaret “Sid” Ashworth, former Vice President of Government Relations for Northrop Grumman, and Kenneth Asbury, former President and CEO of CACI International. The experience each of them bring from such remarkable careers and accomplishments will bring fresh and diverse perspectives to our board and future strategies, creating new value for our shareholders.”

Stock Repurchase Program

The Company also announced that its Board of Directors has authorized a stock repurchase program under which the Company may purchase up to $5 million of its outstanding common stock. Under the repurchase program, the Company may purchase shares of common stock on a discretionary basis from time to time through open market transactions. The timing and number of shares repurchased will depend on a variety of factors, including stock price, trading volume, and general business and market conditions. The repurchase program has no time limit, does not obligate the Company to acquire a specified number of shares and may be modified, suspended or discontinued at any time at the Company’s discretion. The repurchase plan will be funded using existing cash or future cash flow.

Conference Call Information

Geospace Technologies will host a conference call to review its fiscal year 2020 full year financial results on November 20, 2020 at 10:00 a.m. Eastern Time (9 a.m. Central). Participants can access the call at (866) 518-6930 (US) or (203) 518-9797 (International). Please reference the conference ID: GEOSQ420 prior to the start of the conference call. A replay will be available for approximately 60 days and may be accessed through the Investor tab of our website at www.geospace.com.

About Geospace Technologies

Geospace principally designs and manufactures seismic instruments and equipment. We market our seismic products to the oil and gas industry to locate, characterize and monitor hydrocarbon-producing reservoirs. We also market our seismic products to other industries for vibration monitoring, border and perimeter security and various geotechnical applications. We design and manufacture other products of a non-seismic nature, including water meter products, imaging equipment and offshore cables.

Forward Looking Statements

This press release contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking statements can be identified by terminology such as “may”, “will”, “should”, “intend”, “expect”, “plan”, “budget”, “forecast”, “anticipate”, “believe”, “estimate”, “predict”, “potential”, “continue”, “evaluating” or similar words. Statements that contain these words should be read carefully because they discuss our future expectations, contain projections of our future results of operations or of our financial position or state other forward-looking information. Examples of forward-looking statements include, among others, statements that we make regarding our expected operating results, the results and success of our transactions with Quantum and the OptoSeis® technology, the adoption and sale of our products in various geographic regions, potential tenders for PRM systems, future demand for OBX systems, the completion of new orders for our channels of our GCL system, the fulfillment of customer payment obligations, the impact of the coronavirus (COVID-19) pandemic, the Company’s ability to manage changes and the continued health or availability of management personnel, volatility and development, market position, financial results and the provision of accounting reserves. These forward-looking statements reflect our best judgment about future events and trends based on the information currently available to us. However, there will likely be events in the future that we are not able to predict or control. The factors listed under the caption “Risk Factors” and elsewhere in our most recent Annual Report on Form 10-K which is on file with the Securities and Exchange Commission, as well as other cautionary language in such Annual Report, any subsequent Quarterly Report on the Form 10-Q, or in our other periodic reports, provide examples of risks, uncertainties and events that may cause our actual results to differ materially from the expectations we describe in our forward-looking statements. Such examples include, but are not limited to, the failure of the Quantum or OptoSeis® technology transactions to yield positive operating results, decreases in commodity price levels, which could reduce demand for our products, the failure of our products to achieve market acceptance, despite substantial investment by us, our sensitivity to short term backlog, delayed or cancelled customer orders, product obsolescence resulting from poor industry conditions or new technologies, bad debt write-offs associated with customer accounts, lack of further orders for our OBX systems, failure of our Quantum products to be adopted by the border and security perimeter market, and infringement or failure to protect intellectual property. The occurrence of the events described in these risk factors and elsewhere in our most recent Annual Report on Form 10-K or in our other periodic reports could have a material adverse effect on our business, results of operations and financial position, and actual events and results of operations may vary materially from our current expectations. We assume no obligation to revise or update any forward-looking statement, whether written or oral, that we may make from time to time, whether as a result of new information, future developments or otherwise.

Geospace Technologies Corporation and Subsidiaries

Consolidated Statements of Operations

(In thousands, except share and per share amounts)

(unaudited)

 

 

 

Three Months Ended

 

Year Ended

 

 

September 30, 2020

 

September 30, 2019

 

September 30, 2020

 

September 30, 2019

Revenue:

 

 

 

 

 

 

 

 

 

 

 

 

Products

 

$

8,561

 

 

$

11,390

 

 

$

34,136

 

 

$

45,847

 

Rental equipment

 

 

12,959

 

 

 

17,549

 

 

 

53,699

 

 

 

49,962

 

Total revenue

 

 

21,520

 

 

 

28,938

 

 

 

87,835

 

 

 

95,809

 

Cost of revenue:

 

 

 

 

 

 

 

 

 

 

 

 

Products

 

 

11,685

 

 

 

13,092

 

 

 

39,970

 

 

 

46,059

 

Rental equipment

 

 

4,869

 

 

 

5,450

 

 

 

24,433

 

 

 

18,322

 

Total cost of revenue

 

 

16,554

 

 

 

18,541

 

 

 

64,403

 

 

 

64,381

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Gross profit

 

 

4,966

 

 

 

10,397

 

 

 

23,432

 

 

 

31,428

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Operating expenses:

 

 

 

 

 

 

 

 

 

 

 

 

Selling, general and administrative

 

 

5,301

 

 

 

6,133

 

 

 

23,068

 

 

 

23,626

 

Research and development

 

 

4,034

 

 

 

4,180

 

 

 

16,569

 

 

 

15,495

 

Goodwill impairment

671

 

 

671

 

 

Change in estimated fair value of contingent consideration

 

 

(534

)

 

 

(2,115

)

 

 

1,100

 

 

 

(2,115

)

Bad debt expense (recovery)

 

 

(343

)

 

 

(163

)

 

 

63

 

 

 

436

 

Total operating expenses

 

 

9,129

 

 

 

8,035

 

 

 

41,471

 

 

 

37,442

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Gain on disposal of property

 

 

 

 

 

7,047

 

 

 

 

 

 

7,047

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Income (loss) from operations

 

 

(4,163

)

 

 

9,409

 

 

 

(18,039

)

 

 

1,033

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Other income (expense):

 

 

 

 

 

 

 

 

 

 

 

 

Interest expense

 

 

(7

)

 

 

(14

)

 

 

(38

)

 

 

(99

)

Interest income

 

 

178

 

 

 

410

 

 

 

1,102

 

 

 

1,308

 

Foreign exchange gains, net

 

 

208

 

 

 

56

 

 

 

491

 

 

 

241

 

Other, net

 

 

(31

)

 

 

(29

)

 

 

(109

)

 

 

(212

)

Total other income, net

 

 

348

 

 

 

423

 

 

 

1,446

 

 

 

1,238

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Income (loss) before income taxes

 

 

(3,815

)

 

 

9,832

 

 

 

(16,593

)

 

 

2,271

 

Income tax expense

 

 

49

 

 

 

1,160

 

 

 

2,649

 

 

 

2,417

 

Net income (loss)

 

$

(3,864

)

 

$

8,672

 

 

$

(19,242

)

 

$

(146

)

 

 

 

 

 

 

 

 

 

 

 

 

 

Income (loss) per common share:

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

$

(0.29

)

 

$

0.64

 

 

$

(1.42

)

 

$

(0.01

)

Diluted

 

$

(0.29

)

 

$

0.63

 

 

$

(1.42

)

 

$

(0.01

)

 

 

 

 

 

 

 

 

 

 

 

 

 

Weighted average common shares outstanding:

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

 

13,548,644

 

 

 

13,408,912

 

 

 

13,525,179

 

 

 

13,388,626

 

Diluted

 

 

13,548,644

 

 

 

13,569,951

 

 

 

13,525,179

 

 

 

13,388,626

 

Geospace Technologies Corporation and Subsidiaries

Consolidated Balance Sheets

(In thousands, except share amounts)

(unaudited)

 

 

 

AS OF SEPTEMBER 30,

 

 

2020

 

2019

ASSETS

 

 

 

 

 

 

Current assets:

 

 

 

 

 

 

Cash and cash equivalents

 

$

32,686

 

 

$

18,925

 

Trade accounts and financing receivables, net of allowance of $496 and $951

 

 

13,778

 

 

 

27,426

 

Inventories, net

 

 

16,933

 

 

 

23,855

 

Property held for sale

 

 

587

 

 

 

 

Prepaid expenses and other current assets

 

 

953

 

 

 

1,008

 

Total current assets

 

 

64,937

 

 

 

71,214

 

 

 

 

 

 

 

 

Non-current financing receivables

 

 

 

 

 

184

 

Non-current inventories, net

 

 

16,930

 

 

 

21,524

 

Rental equipment, net

 

 

54,317

 

 

 

62,062

 

Property, plant and equipment, net

 

 

29,874

 

 

 

31,474

 

Goodwill

 

 

4,337

 

 

 

5,008

 

Other intangible assets, net

 

 

8,331

 

 

 

10,063

 

Deferred cost of revenue and other assets

 

 

8,119

 

 

 

479

 

Total assets

 

$

186,845

 

 

$

202,008

 

 

 

 

 

 

 

 

LIABILITIES AND STOCKHOLDERS’ EQUITY

 

 

 

 

 

 

Current liabilities:

 

 

 

 

 

 

Accounts payable trade

 

$

1,593

 

 

$

4,051

 

Deferred revenue and other liabilities

 

 

8,753

 

 

 

9,119

 

Total current liabilities

 

 

10,346

 

 

 

13,170

 

 

 

 

 

 

 

 

Contingent consideration

 

 

10,962

 

 

 

9,940

 

Non-current deferred revenue and other liabilities

 

 

4,567

 

 

 

51

 

Total liabilities

 

 

25,875

 

 

 

23,161

 

 

 

 

 

 

 

 

Commitments and contingencies

 

 

 

 

 

 

 

 

 

 

 

 

 

Stockholders’ equity:

 

 

 

 

 

 

Preferred stock, 1,000,000 shares authorized, no shares issued and outstanding

 

 

 

 

 

 

Common stock, $.01 par value, 20,000,000 shares authorized, 13,670,639 and 13,630,666 shares issued and outstanding

 

 

137

 

 

 

136

 

Additional paid-in capital

 

 

90,965

 

 

 

88,660

 

Retained earnings

 

 

86,566

 

 

 

105,808

 

Accumulated other comprehensive loss

 

 

(16,698

)

 

 

(15,757

)

Total stockholders’ equity

 

 

160,970

 

 

 

178,847

 

Total liabilities and stockholders’ equity

 

$

186,845

 

 

$

202,008

 

Geospace Technologies Corporation and Subsidiaries

Consolidated Statements of Cash Flows

(In thousands)

(unaudited)

 

 

 

YEAR ENDED SEPTEMBER 30,

 

 

2020

 

2019

Cash flows from operating activities:

 

 

 

 

 

 

Net loss

 

$

(19,242

)

 

$

(146

)

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

 

 

 

 

 

 

Deferred income tax expense

 

 

181

 

 

 

16

 

Rental equipment depreciation

 

 

17,945

 

 

 

13,713

 

Property, plant and equipment depreciation

 

 

4,016

 

 

 

3,965

 

Amortization of other intangible assets

 

 

1,732

 

 

 

1,661

 

Goodwill impairment expense

 

 

671

 

 

 

 

Amortization of premiums on short-term investments

 

 

 

 

 

(9

)

Stock-based compensation expense

 

 

2,305

 

 

 

2,329

 

Bad debt expense

 

 

63

 

 

 

436

 

Inventory obsolescence expense

 

 

4,726

 

 

 

4,614

 

Change in estimate of collectability of rental revenue

 

 

7,993

 

 

 

 

Change in estimated fair value of contingent consideration

 

 

1,100

 

 

 

(2,115

)

Gross profit from sale of used rental equipment

 

 

(743

)

 

 

(652

)

Gain on disposal of property

 

 

 

 

 

(7,047

)

Gain on disposal of equipment

 

 

(116

)

 

 

(100

)

Realized loss on short-term investments

 

 

 

 

 

66

 

Effects of changes in operating assets and liabilities:

 

 

 

 

 

 

Trade accounts and other receivables

 

 

2,482

 

 

 

(9,159

)

Inventories

 

 

5

 

 

 

(1,865

)

Deferred cost of revenue and other assets

 

 

(7,786

)

 

 

343

 

Accounts payable trade

 

 

(2,453

)

 

 

(44

)

Deferred revenue and other liabilities

 

 

5,243

 

 

 

(377

)

Net cash provided by operating activities

 

 

18,122

 

 

 

5,629

 

 

 

 

 

 

 

 

Cash flows from investing activities:

 

 

 

 

 

 

Purchase of property, plant and equipment

 

 

(2,916

)

 

 

(1,936

)

Investment in rental equipment

 

 

(5,487

)

 

 

(34,070

)

Proceeds from the sale of property

 

 

 

 

 

8,265

 

Proceeds from the sale of equipment

 

 

204

 

 

 

142

 

Proceeds from the sale of used rental equipment

 

 

4,149

 

 

 

4,856

 

Proceeds from the sale of short-term investments

 

 

 

 

 

25,606

 

Business acquisition, net of acquired cash

 

 

 

 

 

(1,819

)

Payments for damages related to insurance claim

 

 

 

 

 

(650

)

Proceeds from insurance claim

 

 

 

 

 

1,166

 

Net cash (used in) provided by investing activities

 

 

(4,050

)

 

 

1,560

 

 

 

 

 

 

 

 

Cash flows from financing activities:

 

 

 

 

 

 

Payments on contingent consideration

 

 

(78

)

 

 

 

Proceeds from exercise of stock options and other

 

 

 

 

 

215

 

Net cash provided by (used in) financing activities

 

 

(78

)

 

 

215

 

 

 

 

 

 

 

 

Effect of exchange rate changes on cash

 

 

(233

)

 

 

(413

)

Increase in cash and cash equivalents

 

 

13,761

 

 

 

6,991

 

Cash and cash equivalents, beginning of fiscal year

 

 

18,925

 

 

 

11,934

 

Cash and cash equivalents, end of fiscal year

 

$

32,686

 

 

 

$ 18,925

 

Geospace Technologies Corporation and Subsidiaries

Summary of Segment Revenue and Operating Income (Loss)

(in thousands)

(unaudited)

 

 

 

Three Months Ended

 

Year Ended

 

 

September 30, 2020

 

September 30, 2019

 

September 30, 2020

 

September 30, 2019

Oil and Gas Markets

 

 

 

 

 

 

 

 

Traditional seismic exploration product revenue

 

$

1,100

 

$

600

 

$

6,653

 

$

9,504

Wireless seismic exploration product revenue

 

 

12,999

 

 

19,992

 

 

54,072

 

 

52,770

Reservoir product revenue

 

 

110

 

 

252

 

 

936

 

 

2,692

 

 

 

14,209

 

 

20,844

 

 

61,661

 

 

64,966

 

 

 

 

 

 

 

 

 

Adjacent Markets

 

 

 

 

 

 

 

 

Industrial product revenue

 

 

4,437

 

 

5,278

 

 

15,622

 

 

18,324

Imaging product revenue

 

 

2,697

 

 

2,750

 

 

9,818

 

 

11,832

 

 

 

7,134

 

 

8,028

 

 

25,440

 

 

30,156

 

 

 

 

 

 

 

 

 

Emerging Markets

 

 

 

 

 

 

 

 

Border and perimeter security product revenue

 

 

177

 

 

14

 

 

734

 

 

159

 

 

 

 

 

 

 

 

 

Corporate

 

 

 

 

52

 

 

 

 

528

Total revenue

 

$

21,520

 

$

28,938

 

$

87,835

 

$

95,809

 

 

Three Months Ended

 

Year Ended

 

 

September 30, 2020

 

September 30, 2019

 

September 30, 2020

 

September 30, 2019

Operating income (loss):

 

 

 

 

 

 

 

 

Oil and Gas Markets segment

 

$

(1,051

)

 

$

2,644

 

$

(2,139

)

 

$

3,095

 

Adjacent Markets segment

 

 

1,347

 

 

 

1,884

 

 

4,017

 

 

 

6,234

 

Emerging Markets segment

 

 

(1,029

)

 

 

1,454

 

 

(6,064

)

 

 

(2,306

)

Corporate

 

 

(3,430

)

 

 

3,427

 

 

(13,853

)

 

 

(5,990

)

Total operating income (loss)

 

$

(4,163

)

 

$

9,409

 

$

(18,039

)

 

$

1,033

 

 

Rick Wheeler

President and CEO

TEL: 713.986.4444

FAX: 713.986.4445

KEYWORDS: Texas United States North America

INDUSTRY KEYWORDS: Contracts Energy Defense Oil/Gas

MEDIA:

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

PR Newswire

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

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

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

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

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

About Carnival Corporation & plc

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

Cautionary Note Concerning Factors That May Affect Future Results

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

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

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

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

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

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

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

Cision View original content:http://www.prnewswire.com/news-releases/carnival-corporation–plc-announces-closing-of-an-equity-offering-and-repurchase-of-convertible-notes-301177641.html

SOURCE Carnival Corporation & plc

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

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

PR Newswire

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

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

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

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

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

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


About TIDAL


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


About Turtle Beach Corporation


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

Cautionary Note on Forward-Looking Statements

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

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

All trademarks are the property of their respective owners.

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SOURCE Turtle Beach Corporation

Sudhakar Kesavan to Retire as ICF Executive Chairman

CEO John Wasson to Assume Board Chair Role on January 1

PR Newswire

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

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

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

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

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

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

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

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

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

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


Caution Concerning Forward-looking Statements


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

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

 

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SOURCE ICF

Parsons Completes Acquisition of Braxton Science & Technology Group

PR Newswire

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

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

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

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

About Parsons:

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

Forward-Looking Statements

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

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

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

 

 

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SOURCE Parsons Corporation

Purple Innovation Announces Voluntary Delisting of Warrants

PR Newswire

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

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

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

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

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

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

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

About Purple

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

Investor Contact:

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

Purple Innovation, Inc.

Misty Bond

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

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SOURCE Purple Innovation, Inc.

ClearSign Technologies Corporation Announces Third Quarter 2020 Results

Hosting call at 5pm ET (2pm PT)

PR Newswire

  

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

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

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

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

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

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

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

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

About ClearSign Technologies Corporation

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

Cautionary note on forward-looking statements

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

 


ClearSign Technologies Corporation


Statements of Operations



(unaudited)


For the Three Months Ended
September 30,


For the Nine Months Ended
September 30,


2020


2019


2020


2019

Sales

$               –

$               –

$                 –

$                –

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


180,000




27,000


1,000

Gross profit (loss)


(180,000)




(27,000)


(1,000)

Operating expenses:

Research and development, net of grants

362,000

796,000

1,590,000

2,563,000

General and administrative

1,135,000

1,342,000

3,459,000

4,399,000

Total operating expenses

1,497,000

2,138,000

5,049,000

6,962,000

Loss from operations 

(1,677,000)

(2,138,000)

(5,076,000)

(6,963,000)

Interest income, net

30,000

1,000

100,000

Net loss

$(1,677,000)

$(2,108,000)

$  (5,075,000)

$ (6,863,000)

Net Loss per share

$         (0.06)

$         (0.08)

$           (0.19)

$          (0.26)


Balance Sheets



(unaudited)


September 30,


December 31,


2020


2019



ASSETS

Current Assets:

Cash and cash equivalents

$  10,647,000

$   8,552,000

Contract assets

237,000

39,000

Prepaid expenses and other assets


438,000


391,000

Total current assets 

11,322,000

8,982,000

Fixed assets, net, and other assets

480,000

675,000

Patents and other intangible assets, net


1,321,000


1,285,000

Total Assets


$  13,123,000


$ 10,942,000



LIABILITIES AND STOCKHOLDERS’ EQUITY

Current Liabilities:

Accounts payable and accrued liabilities

$       882,000

$      845,000

Current portion of lease liabilities

174,000

177,000

Accrued compensation and taxes

504,000

226,000

Contract liabilities

48,000

50,000


251,000



Total current liabilities

1,859,000

1,298,000

Long Term Liabilities:

 Long term lease liabilities


293,000


418,000

Total liabilities


2,152,000


1,716,000

Stockholders’ Equity:

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

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

3,000

3,000

Additional paid-in capital

83,986,000

77,210,000

Accumulated deficit


(73,020,000)


(67,990,000)

Total stockholders’ equity


10,969,000


9,223,000

Noncontrolling Interest


2,000


3,000

Total equity


10,971,000


9,226,000

Total Liabilities and Stockholders’ Equity


$  13,123,000


$ 10,942,000

 

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SOURCE ClearSign Technologies Corporation