Predictive Oncology Reports Third Quarter 2020 Financial Results, Provides Business Update

NEW YORK, Nov. 16, 2020 (GLOBE NEWSWIRE) — Predictive Oncology (NASDAQ: POAI), a knowledge-driven company focused on applying artificial intelligence (“AI”) to personalized medicine and drug discovery, today reported financial results for the quarter ended September 30, 2020 and provided a business update.

Business Highlight
s

  • Helomics Magee study completing early in Q4; Helomics presents viable model to Pharma
  • Soluble Biotech moves into new office/lab space tripling capacity; new lab equipment installed
  • Signed first contract with a pharmaceutical company for protein expression and solubility studies
  • Licensed an additional 71 unique ovarian cancer cell lines from Ximbio, the world’s largest non-profit dedicated to life science reagents of all kinds, bringing its total number of unique patient derived cells to 96
  • Completed the asset purchase of Quantitative Medicine (“QM”), a biomedical analytics and computational biology company, in an all-stock transaction valued at approximately $1.8 million
  • Sold 15 STREAMWAY® systems, including eight to a large university hospital organization in Virginia

“During the third quarter, we continued our work of laying a foundation for our precision medicine business,” commented Dr. Carl Schwartz, Predictive Oncology CEO. “We are making steady progress in our Helomics division with the launch of a restructured clinical test offering to clinicians for ovarian cancer. Our project with UPMC-Magee Womens Hospital, analyzing the genomic and drug response profiles of women with ovarian cancer to build predictive models’ terms of therapy response, is close to completion. We are also in discussions with several pharmaceutical companies about partnerships that will monetize our efforts.

“At our Soluble Biotech division, which provides optimized FDA-approved formulations for vaccines, antibodies and other protein therapeutics faster and at a lower cost basis to its customers, we signed our first contract with a pharmaceutical company for protein expression and solubility studies,” continued Dr. Schwartz. “Importantly, this win validates our investment in state-of-the-art lab equipment and expanded facilities. We are working judiciously to secure additional contracts with other biotechnology and pharmaceutical companies.”

Dr. Schwartz continued, “In our TumorGenesis division, we introduced our Ovarian Cell Line Media at the BIO-Europe Digital Conference where numerous researchers learned from us how they can isolate and successfully culture ovarian cancer cells that previously could not be cultured. Cornell University (Weill) Medical School and TumorGenesis are collaborating to help identify the best culture media for the studying of mutations that increase the risk of ovarian, breast and other types of cancers.

“The Skyline Medical division continues to be self-sustaining, from an operating cash perspective, as sales of new waste fluid management systems and recurring sales of disposables to support those systems more than cover the operating expenses and capital needs of this segment of our business,” noted Dr. Schwartz. “Importantly, sustaining and even modestly growing this division provides us with cash we need as we accelerate the precision medicine components of our business. During the third quarter, we sold 15 STREAMWAY® Systems, including eight to a large university hospital organization in the state of Virginia.

“Our operating cash improved over the first nine months of 2020 as a result of an improvement in operating expenses, if the non-cash expense for goodwill impairment is excluded, continued new sales of our STREAMWAY Systems, which provide an annuity-like revenue stream from ongoing sales of disposables, and proceeds from equity offerings, indicating investor confidence in our emerging precision medicine business,” concluded Dr. Schwartz. “Concurrently, we are taking the necessary steps to manage our balance sheet, including reducing our accounts payable and reducing our derivative liability by amending a settlement provision for certain outstanding warrants.

“Management continues to focus the majority of its resources on the Company’s primary mission of applying artificial intelligence to precision medicine and to drug discovery. Our approach and the mediums used to replace rats and mice in preliminary cancer studies are working in three of our operating subsidiaries, Helomics, TumorGenesis and Soluble Biotech.”

Third
Quarter 2020 Financial Results

Revenues of $0.5 million were level with the third quarter of last year, primarily driven through the sale of Predictive Oncology’s proprietary STREAMWAY product line, of which 15 and 19 units were sold in the three months ended September 30, 2020 and 2019, respectively.

Gross margin was 64% in the third quarter of 2020 compared with 60% in the 2019 period. The increase in gross margin was driven by lower manufacturing costs. General & administrative expenses declined 15% to $2.2 million in the third quarter of 2020, primarily as a result of a decrease in penalties related to short-term notes issued in 2019, lower audit fees and share-based compensation expenses. This was partially offset by increases in salary and related expenses, investor relations costs and depreciation. Operations expenses slightly decreased in the third quarter of 2020 primarily due to lower costs related to staff, including share-based compensation.

Operating loss was $5.6 million in the third quarter of 2020 compared with $3.4 million in the 2019 period. General and administrative, operations and sales and marketing expenses were lower across all categories; a non-cash goodwill impairment charge of $3.0 million drove the 2020 operating loss above the 2019 third quarter period.

Net loss attributable to common shareholders was $6.9 million, or $(0.46) per diluted share in the third quarter of 2020, compared with a loss of $4.1 million, or $(1.31) per diluted share for the 2019 period. The loss in the third quarter of 2020 includes other expense of $2.1 million. This includes higher net interest expense, payment penalties, amortization of original issue discounts and a loss on debt extinguishment related to the Company’s notes payable. Additionally, a $0.6 million non-cash deemed dividend (to account for a warrant exercise price adjustment for warrants issued in June 2020) was recognized. These were partially offset by a non-cash gain of $1.4 million related to the revaluation of equity method investments.

About Predictive Oncology Inc.

Predictive Oncology (NASDAQ: POAI) operates through three segments (Skyline, Helomics and Soluble Biotech), which contain four subsidiaries: Helomics, TumorGenesis, Skyline Medical and Soluble Biotech.

Helomics applies artificial intelligence to its rich data gathered from patient tumors to both personalize cancer therapies for patients and drive the development of new targeted therapies in collaborations with pharmaceutical companies. TumorGenesis Inc. specializes in media that help cancer cells grow and retain their DNA/RNA and proteomic signatures, providing researchers with a tool to expand and study cancer cell types found in tumors of the blood and organ systems of all mammals, including humans. Skyline Medical markets its patented and FDA cleared STREAMWAY System, which automates the collection, measurement and disposal of waste fluid, including blood, irrigation fluid and others, within a medical facility, through both domestic and international divisions. Soluble Biotech is a provider of soluble and stable formulations for proteins including vaccines, antibodies, large and small proteins and protein complexes.

Forward-Looking Statements

Certain matters discussed in this release contain forward-looking statements. These forward-looking statements reflect our current expectations and projections about future events and are subject to substantial risks, uncertainties and assumptions about our operations and the investments we make. All statements, other than statements of historical facts, included in this press release regarding our strategy, future operations, future financial position, future revenue and financial performance, projected costs, prospects, plans and objectives of management are forward-looking statements. The words “anticipate,” “believe,” “estimate,” “expect,” “intend,” “may,” “plan,” “would,” “target” and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words. Our actual future performance may materially differ from that contemplated by the forward-looking statements as a result of a variety of factors including, among other things, factors discussed under the heading “Risk Factors” in our filings with the SEC. Except as expressly required by law, the Company disclaims any intent or obligation to update these forward-looking statements.

Investor Relations Contact:

Hayden IR
James Carbonara
(646)-755-7412
[email protected]

— Tables Follow



PREDICTIVE ONCOLOGY INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

    September 30, 2020   December 31, 2019
    (unaudited)   (audited)
ASSETS            
Current Assets:            
Cash   $ 2,474,312     $ 150,831  
Accounts Receivable     508,265       297,055  
Inventories     205,908       190,156  
Prepaid Expense and Other Assets     269,282       160,222  
Total Current Assets     3,457,767       798,264  
             
Fixed Assets, net     3,755,464       1,507,799  
Intangibles, net     3,464,327       3,649,412  
Lease Right-of-Use Assets     1,790,130       729,745  
Goodwill     12,693,290       15,690,290  
Total Assets   $ 25,160,978      $ 22,375,510  
             
LIABILITIES AND STOCKHOLDERS’ EQUITY            
Current Liabilities:            
Accounts Payable   $ 1,628,944     $ 3,155,641  
Notes Payable – Net of Discounts of $495,100 and $350,426     5,751,876       4,795,800  
Accrued Expenses     2,530,385       2,371,633  
Derivative Liability     1,052,494       50,989  
Deferred Revenue     66,123       40,384  
Lease Liability     577,505       459,481  
Total Current Liabilities     11,607,327       10,873,928  
             
Lease Liability – Net of current portion     1,221,806       270,264  
Other long-term liabilities     95,079        
Total Liabilities     12,924,212       11,144,192  
             
Stockholders’ Equity:            
Preferred Stock, 20,000,000 authorized inclusive of designated below            
Series B Convertible Preferred Stock, $.01 par value, 2,300,000 shares authorized, 79,246 and 79,246 shares outstanding     792       792  
Series D Convertible Preferred Stock, $.01 par value, 3,500,000 shares authorized, 0 and 3,500,000 outstanding           35,000  
Series E Convertible Preferred Stock, $.01 par value, 350 shares authorized, 0 and 258 outstanding           3  
Common Stock, $.01 par value, 100,000,000 shares authorized, 16,593,283 and 4,056,652 outstanding     165,932       40,567  
Additional paid-in capital     108,983,174       93,653,667  
Accumulated Deficit     (96,913,132 )     (82,498,711 )
             
Total Stockholders’ Equity     12,236,766       11,231,318  
             
Total Liabilities and Stockholders’ Equity   $ 25,160,978     $ 22,375,510  



PREDICTIVE ONCOLOGY INC.

CONDENSED CONSOLIDATED STATEMENTS OF NET LOSS

(Unaudited)

  Three Months Ended
September 30,
  Nine Months Ended
September 30, 

  2020   2019   2020   2019
Revenue $ 480,757     $ 522,696     $ 958,484     $ 1,064,088  
Cost of goods sold   175,206       208,096       353,124       400,202  
Gross margin   305,551       314,600       605,360       663,886  
               
General and administrative expense   2,226,634       2,616,991       8,266,927       7,425,305  
Operations expense   568,766       707,414       1,638,635       2,445,238  
Sales and marketing expense   121,514       434,955       518,938       1,674,200  
Loss on goodwill impairment   2,997,000             2,997,000        
Total operating loss   (5,608,363 )     (3,444,760 )     ( 12,816,140 )     (10,880,857 )
               
Gain on revaluation of cash advances to Helomics                     1,222,244  
Other income   44,926       15,084       97,894       65,293  
Other expense   (2,147,057 )     (894,811 )     (3,993,969 )     (2,052,522 )
               
Gain (loss) on derivative instruments   1,402,768       315,975       1,007,794       84,627  
Gain on notes receivables associated with asset purchase               1,290,000        
Loss on equity method investment                     439,637  
Gain on revaluation of equity method in investment                     6,164,260  
Net (loss) $ (6,307,726 )   $ (4,008,512 )   $ (14,414,421 )   $ (5,836,592 )
Deemed dividend   554,287       125,801       554,287       146,199  
Net income (loss) attributable to common shareholders per common shares-basic and diluted $ (6,862,013 )   $ (4,134,313 )   $ (14,968,708 )   $ (5,982,791 )
Gain (loss) per common share basic and diluted $ (0.46 )   $ (1.31 )   $ (1.51 )   $ (2.32 )
Weighted average shared used in computation – basic and diluted   15,026,789       3,146,609       9,935,738       2,581,014  
               



Pinduoduo Announces Proposed Offering of Convertible Senior Notes and Proposed Offering of American Depositary Shares

SHANGHAI, China, Nov. 17, 2020 (GLOBE NEWSWIRE) — Pinduoduo Inc. (“Pinduoduo” or the “Company”) (NASDAQ: PDD), an innovative and fast-growing technology platform and one of the leading Chinese e-commerce players, today announced the proposed registered underwritten public offering (the “Notes Offering”) by the Company of its convertible senior notes due 2025 (the “Notes”) and the proposed registered underwritten public offering (the “ADS Offering,” and together with the Notes Offering, the “Offerings”) of its American Depositary Shares (“ADSs”), each representing four Class A ordinary shares, par value $0.000005 per share.

The Company proposes to offer US$1,750 million in aggregate principal amount of the Notes, subject to market and other conditions. The Company also intends to grant the underwriters in the Notes Offering a 30-day option to purchase up to an additional US$250 million in aggregate principal amount of the Notes solely to cover over-allotments. The Notes will be senior, unsecured obligations of the Company. The Notes will mature on December 1, 2025, unless repurchased, redeemed or converted in accordance with their terms prior to such date. The Company may not redeem the Notes prior to December 6, 2023 unless certain tax-related events occur. On or after December 6, 2023, the Company may redeem for cash all or part of the Notes, at its option, if the last reported sale price of the Company’s ADSs has been at least 130% of the conversion price then in effect on (i) each of at least 20 trading days (whether or not consecutive) during any 30 consecutive trading day period ending on, and including, the trading day immediately prior to the date the Company provides notice of redemption, and (ii) the trading day immediately preceding the date the Company sends such notice. Holders of the Notes may require the Company to repurchase all or part of their Notes in cash on December 1, 2023 or in the event of certain fundamental changes. Prior to the close of business on the business day immediately preceding June 1, 2025, the Notes will be convertible at the option of the holders only upon satisfaction of certain conditions and during certain periods. Thereafter, the Notes will be convertible at the option of the holders at any time until the close of business on the second scheduled trading day immediately preceding the maturity date. Upon conversion, the Company will pay or deliver to such converting holders, as the case may be, cash, the Company’s ADSs (plus cash in lieu of a fractional ADS), or a combination of cash and ADSs, at its election. The interest rate, initial conversion rate and other terms of the Notes will be determined at the time of pricing of the Notes.

Concurrently with the Notes Offering, the Company is offering an aggregate of 22,000,000 ADSs in the ADS Offering, subject to market and other conditions. The Company intends to grant the underwriters in the ADS Offering a 30-day option to purchase up to an aggregate of 3,300,000 additional ADSs. 

The Company plans to use the net proceeds from the Offerings to further strengthen its balance sheet, providing it more flexibility to fund its growth strategies.

The closing of the Notes Offering is not contingent upon the closing of the concurrent ADS Offering, and the closing of the concurrent ADS Offering is not contingent upon the closing of the Notes Offering.  

Goldman Sachs (Asia) L.L.C. and BofA Securities are acting as joint book-running managers for the Offerings. The Offerings will be made pursuant to an effective shelf registration statement on Form F-3 filed with the U.S. Securities and Exchange Commission (the “SEC”). Preliminary prospectus supplements and the accompanying prospectus related to the Offerings have been filed with the SEC and will be available on the SEC’s website at www.sec.gov.

Copies of the preliminary prospectus supplement and the accompanying prospectus related to the ADS Offering and the Notes Offering, respectively, may also be obtained from:

Goldman Sachs & Co. LLC
Prospectus Department
200 West Street
New York, NY 10282, United States
Tel: +1 (866) 471-2526
Email: [email protected]

BofA Securities, Inc.,
Prospectus Department,
NC1-004-03-43,
200 North College Street, 3rd floor,
Charlotte NC 28255-0001,
United States
Tel: +1 800 294 1322
Email: [email protected]

This press release shall not constitute an offer to sell or a solicitation of an offer to purchase any securities, nor shall there be a sale of the securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful.

This press release contains information about the pending offerings of the Notes and ADSs, and there can be no assurance that any of the offerings will be completed.


About


Pinduoduo


Inc.

Pinduoduo is an innovative and fast-growing technology platform that provides buyers with value-for-money merchandise and fun and interactive shopping experiences. The Pinduoduo mobile platform offers a comprehensive selection of attractively priced merchandise, featuring a dynamic social shopping experience that leverages social networks effectively.


Safe Harbor Statement

This announcement contains forward-looking statements. These statements are made under the “safe harbor” provisions of the U.S. Private Securities Litigation Reform Act of 1995. These forward-looking statements can be identified by terminology such as “will,” “expects,” “anticipates,” “aims,” “future,” “intends,” “plans,” “believes,” “estimates,” “confident,” “potential,” “continue” or other similar expressions. Among other things, the business outlook and quotations from management in this announcement, as well as Pinduoduo’s strategic and operational plans, contain forward-looking statements. Pinduoduo may also make written or oral forward-looking statements in its periodic reports to the SEC, in its annual report to shareholders, in press releases and other written materials and in oral statements made by its officers, directors or employees to third parties. Statements that are not historical facts, including but not limited to statements about Pinduoduo’s beliefs and expectations, are forward-looking statements. Forward-looking statements involve inherent risks and uncertainties. A number of factors could cause actual results to differ materially from those contained in any forward-looking statement, including but not limited to the following: Pinduoduo’s growth strategies; its future business development, results of operations and financial condition; its ability to understand buyer needs and provide products and services to attract and retain buyers; its ability to maintain and enhance the recognition and reputation of its brand; its ability to rely on merchants and third-party logistics service providers to provide delivery services to buyers; its ability to maintain and improve quality control policies and measures; its ability to establish and maintain relationships with merchants; trends and competition in China’s e-commerce market; changes in its revenues and certain cost or expense items; the expected growth of China’s e-commerce market; PRC governmental policies and regulations relating to Pinduoduo’s industry, and general economic and business conditions globally and in China and assumptions underlying or related to any of the foregoing. Further information regarding these and other risks is included in Pinduoduo’s filings with the SEC. All information provided in this press release and in the attachments is as of the date of this press release, and Pinduoduo undertakes no obligation to update any forward-looking statement, except as required under applicable law.



For investor and media inquiries, please contact:

Pinduoduo Inc.
[email protected]
[email protected]

B. Riley Principal Merger Corp. II and Eos Energy Storage Complete Business Combination

B. Riley Principal Merger Corp. II and Eos Energy Storage Complete Business Combination

Combined Company Renamed “Eos Energy Enterprises, Inc.”

Common Stock and Warrants to Trade on The Nasdaq Capital Market under the Ticker Symbols “EOSE” and “EOSEW”, respectively, Commencing on November 17, 2020

NEW YORK & EDISON, N.J.–(BUSINESS WIRE)–
B. Riley Principal Merger Corp. II (NYSE: BMRG, BMRG WS, BMRG.U) (“BMRG”), a special purpose acquisition company sponsored by an affiliate of B. Riley Financial, Inc. (Nasdaq: RILY) (“B. Riley Financial”), and Eos Energy Storage, LLC, a leading manufacturer of safe, reliable, low-cost zinc battery storage systems, today announced the completion of their previously announced business combination. The business combination has a projected pro forma market capitalization of approximately $500 million.

Upon completion of the business combination, the combined company was renamed Eos Energy Enterprises, Inc. (“Eos” or the “Company”). Beginning November 17, 2020, the Company’s shares of common stock and warrants will begin trading on The Nasdaq Capital Market under the new ticker symbols “EOSE” and “EOSEW”, respectively.

Eos’s executive management team will continue to be led by Joe Mastrangelo, who will serve as the Company’s Chief Executive Officer, and Sagar Kurada, who will serve as the Company’s Chief Financial Officer. The Company’s board of directors will be comprised of Joe Mastrangelo, Russell Stidolph, chairman of the board since 2018, Dan Shribman, B. Riley Financial’s Chief Investment Officer and BMRG’s former Chief Executive Officer, Alex Dimitrief, former President and Chief Executive Officer of General Electric’s Global Growth Organization, Dr. Krishna Singh, founder of Holtec International, Marian “Mimi” Walters, Chief Commercial Officer for Leading Edge Power Solutions, LLC and Audrey Zibelman, Chief Executive Officer at the Australian Energy Market Operator.

“This milestone is the culmination of more than a decade of commitment to addressing the world’s energy storage challenges,” said Mr. Mastrangelo. “We have a proven, safe and sustainable storage solution that’s ready to help accelerate and scale the clean energy transition. We are grateful to the B. Riley team for their partnership and support over these last few months and we look forward to sharing our progress with our shareholders as we continue to execute on our growth strategy.”

“In Eos we found an ideal partner to complete this business combination,” said Mr. Shribman. “The market opportunity for Eos is extremely promising. They are a mission-driven organization focused on accelerating clean energy adoption, and importantly, they have the technology to make this happen. We wouldn’t have been able to close this transaction so quickly without the tireless work of the entire Eos team as well as the continued support of our financial partners and shareholders. We’re proud to be a strategic partner as Eos looks toward a bright future ahead.”

B. Riley Securities, Inc. served as capital markets advisor to BMRG. White & Case LLP acted as BMRG’s legal advisor. Guggenheim Partners served as capital markets advisor to Eos in connection with the business combination. Evercore acted as financial advisor to Eos. Morrison Cohen LLP acted as legal advisor to Eos. KPMG served as the Company’s public company readiness advisor. Deloitte served as the Company’s auditor.

About Eos Energy Enterprises, Inc.

Eos Energy Enterprises, Inc. is accelerating the shift to clean energy with positively ingenious solutions that transform how the world stores power. Our breakthrough Znyth® aqueous zinc battery was designed to overcome the limitations of conventional lithium-ion technology. Safe, scalable, efficient, sustainable—and manufactured in the U.S—it’s the core of our innovative systems that today provide utility, industrial, and commercial customers with a proven, reliable energy storage alternative. Eos was founded in 2008 and is headquartered in Edison, New Jersey.

About B. Riley Principal Merger Corp. II

BMRG was formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses.

Forward-Looking Statements

This press release includes certain statements that may constitute “forward-looking statements” for purposes of the federal securities laws. Forward-looking statements include, but are not limited to, statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions. The words “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intends,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “would” and similar expressions may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking. Forward-looking statements may include, for example, statements about: the benefits of the business combination; the future financial performance of the Company; the Company’s plans for expansion and acquisitions; and changes in the Company’s strategy, future operations, financial position, estimated revenues, and losses, projected costs, prospects, plans and objectives of management. These forward-looking statements are based on information available as of the date of this press release, and current expectations, forecasts and assumptions, and involve a number of judgments, risks and uncertainties. Accordingly, forward-looking statements should not be relied upon as representing the parties’ views as of any subsequent date, and the Company does not undertake any obligation to update forward-looking statements to reflect events or circumstances after the date they were made, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws. You should not place undue reliance on these forward-looking statements. As a result of a number of known and unknown risks and uncertainties, actual results or performance may be materially different from those expressed or implied by these forward-looking statements. Some factors that could cause actual results to differ include, but are not limited to: (1) the outcome of any legal proceedings that may be instituted against the Company relating to the business combination and related transactions; (2) the ability to maintain the listing of the Company’s shares of common stock on NASDAQ following the business combination; (3) the risk that the business combination or the acquisitions disrupt the Company’s current plans and operations as a result of the consummation of the transactions described herein; (4) the ability to recognize the anticipated benefits of the proposed business combination, which may be affected by, among other things, competition, (5) the ability of the Company’s business to grow and manage growth profitably, maintain relationships with customers and suppliers and retain its management and key employees; (6) costs related to the business combination; (7) changes in applicable laws or regulations; (8) the possibility that the Company may be adversely affected by other economic, business, and/or competitive factors; and (9) other risks and uncertainties indicated from time to time in the Prospectus included as part of Amendment No. 1 to the Registration Statement on Form S-1 filed by BMRG with the Securities and Exchange Commission (“SEC”) on November 13, 2020, Registration No. 333-333-249713, including those under the heading “Risk Factors” therein, and other factors identified in BMRG’s prior SEC filings and the Company’s future filings with the SEC, available at www.sec.gov.

For Eos Energy Enterprises, Inc.

Investors

Ed Yuen

[email protected]

Media

James McCusker

[email protected]

For B. Riley:

Investors

Brad Edwards

[email protected]

Media

Andrew Jennings

[email protected]

KEYWORDS: United States North America New York New Jersey

INDUSTRY KEYWORDS: Alternative Energy Energy Other Energy Utilities

MEDIA:

Logo
Logo

Denbury Reports Third Quarter 2020 Results and Announces November 17th Third Quarter Conference Call

PLANO, Texas, Nov. 16, 2020 (GLOBE NEWSWIRE) — Denbury Inc. (NYSE: DEN) (“Denbury” or the “Company”) today announced its third quarter 2020 financial and operating results.

FINANCIAL AND OPERATIONAL HIGHLIGHTS

  • Successfully completed financial restructuring and emerged from Chapter 11 reorganization on September 18, 2020, with a strong balance sheet and strong liquidity position:
    • Reduced bond debt by $2.1 billion, resulting in $165 million annual interest savings
    • Established a new $575 million senior secured bank credit facility, with $437 million of availability at September 30, 2020 after borrowings of $85 million and outstanding letters of credit
    • Relocated corporate headquarters, resulting in $9 million in annual savings
    • Appointed a new board of directors consisting of four new independent members and three continuing members
    • Commenced trading of new common stock on the NYSE under the ticker symbol “DEN” on September 21, 2020
  • Produced 49,686 barrels of oil equivalent (“BOE”) per day (“BOE/d”) during 3Q 2020, roughly flat with 2Q 2020
  • Revenues and other income were $194 million for 3Q 2020, excluding $18 million in hedging receipts
  • Adjusted EBITDAX (a non-GAAP measure) was $93 million for 3Q 2020
  • Received $25 million of proceeds from the sale of two parcels of marketed Houston area surface acreage, with proceeds of $14 million in July 2020 and $11 million in October 2020
  • Reacquired the NEJD and Free State CO2 pipelines, reducing debt by $25 million and lowering interest expense while maximizing flexibility for future CCUS operations

Upon emergence from bankruptcy on September 18, 2020 (the “Emergence Date”), the Company applied fresh start accounting, which resulted in a new entity for financial reporting purposes. In applying fresh start accounting, the Company’s assets and liabilities were recorded at fair value as of the Emergence Date, which differs materially from historical values reflected on the Company’s balance sheet prior to the Emergence Date. As a result of the application of fresh start accounting and the effects of the Company’s Chapter 11 restructuring, the consolidated financial statements of the Company after September 18, 2020 are not comparable with its consolidated financial statements on or prior to that date. References to “Successor” refer to the new Denbury reporting entity after the Emergence Date, and references to “Successor Period” refer to the period from September 19, 2020 through September 30, 2020. References to “Predecessor” refer to the Denbury entity prior to emergence from bankruptcy, and references to “Predecessor Period” refer to periods (as specified herein) prior to and through September 18, 2020. Under GAAP, Denbury is required to report the Company’s financial results for the Successor Period separately from Predecessor Periods, making the information not comparable. In order to provide meaningful comparable results of certain information for the third quarter and year to date periods, the Company has combined the results for the third quarter’s Successor Period and Predecessor Period where appropriate, which the Company refers to as “Combined”.

SELECTED QUARTERLY COMPARATIVE DATA

Following are unaudited financial highlights for the Successor Period, certain Predecessor Periods and on a Combined basis for the third quarter ended September 30, 2020.

    Combined (Non-GAAP)(1)     Successor     Predecessor
    Quarter Ended     Period from Sept. 19, 2020 through     Period from July 1, 2020 through   Quarter Ended   Quarter Ended
(in millions, except per-share and per-unit data)   Sept. 30, 2020     Sept. 30, 2020     Sept. 18, 2020   June 30, 2020   Sept. 30, 2019
Net income (loss)   $ (806 )     $ 3       $ (809 )   $ (697 )   $ 73  
Adjusted net income (loss)(2) (non-GAAP measure)   20                 (32 )   41  
Adjusted EBITDAX(2) (non-GAAP measure)   93                 39     145  
Net income (loss) per diluted share         0.06       (1.63 )   (1.41 )   0.14  
                                 

    Combined (Non-GAAP)(1)     Predecessor
    Quarter Ended     Quarter Ended   Quarter Ended
(in millions)   Sept. 30, 2020     June 30, 2020   Sept. 30, 2019
Oil, natural gas, and related product sales   $ 176       $ 109     $ 293  
CO2, oil marketing sales and other   18       9     22  
Total revenues and other income   $ 194       $ 118     $ 315  
               
Receipt on settlements of commodity derivatives   $ 18       $ 46     $ 8  
               
Cash flows from operations(1)   $ 74       $ 11     $ 131  
Adjusted cash flows from operations less special items(2) (non-GAAP measure)   68       9     126  
Development capital expenditures   18       21     51  
                     

(1) Combined results for the three months ended September 30, 2020 are provided for illustrative purposes and are derived from the financial statement line items from the Successor and Predecessor periods.
(2) A non-GAAP measure. See accompanying schedules that reconcile GAAP to non-GAAP measures along with a statement indicating why the Company believes the non-GAAP measures provide useful information for investors.

    Quarter Ended
    Sept. 30, 2020   June 30, 2020   Sept. 30, 2019
Average realized oil price per barrel (excluding derivative settlements)   $ 39.23     $ 24.39     $ 57.64  
Average realized oil price per barrel (including derivative settlements)   43.23     34.64     59.23  
             
Total production (BOE/d)   49,686     50,190     56,441  
Total continuing production (BOE/d)(1)   49,686     50,190     55,338  
                   

MANAGEMENT COMMENT

Chris Kendall, Denbury’s President and CEO, commented, “In less than two months during the third quarter we entered and exited our Chapter 11 restructuring process. As a result of this process, Denbury emerged with a strong balance sheet, a solid liquidity position, and a significantly reduced cost structure providing us with a breakeven oil price near $30 per barrel. Denbury’s low base production decline and the flexible, low capital intensity nature of our assets are particularly well suited for today’s environment. The industry-leading low carbon footprint of our CO2 EOR-focused oil production sets us apart. Moreover, the potential of the emerging CCUS business presents a unique, exciting, and significant growth opportunity to leverage both our strategically advantaged asset base and our extensive CO2 expertise developed during more than 20 years of CO2 EOR operations.

“I want to thank the Denbury team for their focus, care, and diligence throughout 2020. Even in this challenging environment, the team is setting Company records for safety and efficiency, which is a testament to our employees’ professionalism, dedication, quality and resilience.

“Going forward, while ensuring a steadfast focus of building on our strong foundation of safety and operational excellence, our priorities will be to protect and maintain our balance sheet, to continue to invest within cash flow, to further build our EOR-focused business, and to continue to position the Company to be a leader in what we believe will be a high value CCUS business.”

(1) Continuing production excludes production from the Gulf Coast Working Interests Sale completed on March 4, 2020.

REVIEW OF OPERATING AND FINANCIAL RESULTS

Denbury’s oil and natural gas production averaged 49,686 BOE/d during third quarter 2020, relatively flat with second quarter of 2020 (the “prior quarter”) production and a decrease of 10% compared to continuing production in the third quarter of 2019 (the “prior-year third quarter”), which is adjusted for production from assets sold in the first quarter of 2020. Production during the second and third quarters of 2020 was impacted by approximately 4,300 BOE/d and 1,700 BOE/d, respectively, of production that was shut-in due to wells that were uneconomic to produce or repair. In addition to shut-in production, the year-over-year production decline was primarily due to production declines at Delhi Field which were mainly associated with the suspension of CO2 purchases since late-February 2020 as a result of the Delta-Tinsley CO2 pipeline being out of service for repairs, as well as reduced levels of workovers and capital investment due to actions taken by the Company to reduce costs in response to the significant decline in oil prices earlier in 2020. In late October 2020, repairs to the Delta-Tinsley pipeline were completed and the pipeline was brought back into service, allowing CO2 purchases to resume at Delhi Field. Further production information is provided on page 18 of this press release.

Denbury’s third quarter 2020 average realized oil price, including derivative settlements, was $43.23 per barrel (“Bbl”), an increase of 25% from the prior quarter and a decrease of 27% from the prior-year third quarter. Denbury’s NYMEX differential for the third quarter 2020 was $1.64 per Bbl below NYMEX WTI oil prices, compared to $4.03 per Bbl below NYMEX WTI in the prior quarter and $1.30 per Bbl above NYMEX WTI in the prior-year third quarter.

Total revenues and other income in the third quarter of 2020 were $194 million, an increase of 64% from the prior quarter and a decrease of 39% from the prior-year third quarter. The sequential quarterly increase was primarily due to higher realized oil prices, and the decrease from the prior-year third quarter was primarily due to lower oil prices and to a lesser degree lower oil production levels.

Total lease operating expenses in third quarter 2020 were $71 million, or $15.57 per BOE, a decrease of $10 million, or 12%, compared to the prior quarter due primarily to a $15 million insurance reimbursement received in the current quarter related to a 2013 incident at Delhi Field, partially offset by higher workover expense during the current quarter as the Company resumed some repairs and maintenance activity. Compared to the prior-year third quarter, lease operating expenses decreased $47 million, or 40%, due primarily to reductions in all expense categories, with the largest decreases in workover expense, labor, and power and fuel costs, as well as the insurance reimbursement noted above.

Taxes other than income, which includes ad valorem, production and franchise taxes, increased $5 million, or 50%, from the prior quarter and decreased $6 million, or 29%, from the prior-year third quarter, generally due to changes in oil and natural gas revenues.

General and administrative (“G&A”) expenses were $17 million in third quarter 2020, a $7 million decrease from the prior quarter, primarily due to the prior quarter including higher than normal compensation-related expenses related to modifications of the Company’s 2020 employee compensation programs. During the prior quarter, the Company reinstated a bonus program for 2020 which had previously been suspended in the first quarter, resulting in a higher than normal bonus accrual in the second quarter. Compared to the prior-year third quarter, G&A expenses decreased $2 million, or 8%, due to lower overall employee compensation and related costs due to reduced headcount.

Interest expense, net of capitalized interest, totaled $8 million in third quarter 2020, a $13 million decrease from the prior quarter and a $15 million decrease from the prior-year third quarter. The decreases in both comparative periods were primarily due to the approximate $2.1 billion reduction in bond debt associated with the Company’s Chapter 11 restructuring during the third quarter of 2020. A schedule detailing the components of interest expense is included on page 20 of this press release.

The Company recognized a full cost pool ceiling test write-down of $262 million for the Predecessor Period from July 1, 2020 through September 18, 2020 as a result of the continued decline in first-day-of-the-month oil prices for the preceding 12 months. This write-down compares to full cost pool ceiling test write-downs of $662 million during the prior quarter and $73 million during the first quarter of 2020. As a result of fresh start accounting, oil and gas properties were recorded at fair value as of September 18, 2020, and there was no full cost pool ceiling test write-down for the Successor Period.

Depletion, depreciation, and amortization (“DD&A”) was $42 million during third quarter 2020, compared to $55 million in both the prior quarter and the prior-year third quarter. The decreases from the prior quarter and the prior-year third quarter were primarily due to the application of fresh start accounting resulting in lower asset balances.

Denbury’s effective tax rate for the Predecessor Period from January 1, 2020 through September 18, 2020 was 23%, slightly lower than the Company’s estimated statutory rate of 25%, due primarily to the establishment of a valuation allowance on the Company’s federal and state deferred tax assets after the application of fresh start accounting. Given the Company’s cumulative loss position and the continued low oil price environment, management recorded a total valuation allowance of $129 million on its underlying deferred tax assets as of September 18, 2020. For the Successor Period, the Company continues to offset its deferred tax assets with a valuation allowance. Thus, the income tax expense associated with the Successor’s pre-tax book income was offset by a change in valuation allowance.

BANK CREDIT FACILITY

In connection with the emergence from Chapter 11 bankruptcy proceedings, the Company entered into a new $575 million senior secured bank credit facility due January 30, 2024, with the lending group remaining consistent with that of the Predecessor’s bank credit facility. As of September 30, 2020, the Company had $85 million of outstanding borrowings on the senior secured bank credit facility, leaving $437 million of borrowing base availability after consideration of $53 million of outstanding letters of credit.

RECENT PIPELINE TRANSACTIONS

In late October 2020, the Company restructured its CO2 pipeline financing arrangements with Genesis Energy, L.P. (“Genesis”), whereby (1) Denbury reacquired the NEJD Pipeline system from Genesis in exchange for $70 million to be paid in four equal payments during 2021, representing full settlement of all remaining obligations under the NEJD secured financing lease; and (2) Denbury reacquired the Free State Pipeline from Genesis in exchange for a one-time payment of $23 million made on October 30, 2020.

HEDGING UPDATE

Details of the Company’s hedging positions as of November 13, 2020 are included below.

      4Q 2020   2021   1H 2022
WTI NYMEX Volumes Hedged (Bbls/d)     13,500     24,000     8,500
Fixed-Price Swaps Swap Price(1)   $ 40.52   $ 42.22   $ 43.55
Argus LLS Volumes Hedged (Bbls/d)     7,500        
Fixed-Price Swaps Swap Price(1)   $ 51.67        
WTI NYMEX Volumes Hedged (Bbls/d)     9,500        
3-Way Collars Sold Put Price / Floor / Ceiling Price(1)(2)   $47.93 / $57.00 / $63.25        
Argus LLS Volumes Hedged (Bbls/d)     5,000        
3-Way Collars Sold Put Price / Floor / Ceiling Price(1)(2)   $52.80 / $61.63 / $70.35        
  Total Volumes Hedged (Bbls/d)     35,500     24,000     8,500
                     

(1) Averages are volume weighted.
(2) If oil prices were to average less than the sold put, receipts on settlement would be limited to the difference between the floor price and the sold put price.

2020 CAPITAL BUDGET AND ESTIMATED PRODUCTION

The Company’s 2020 estimated development capital budget, excluding acquisitions and capitalized interest, remains unchanged from its previously estimated range of $95 million to $105 million. The capital budget consists of approximately $70 million for tertiary and non-tertiary field investments and CO2 supply, plus approximately $30 million of estimated capitalized costs (including capitalized internal acquisition, exploration and development costs and pre-production tertiary startup costs). Of this combined capital expenditure amount, $78 million (78%) has been incurred through the first nine months of 2020. Based upon this capital spending level, Denbury’s estimated full-year 2020 production is currently expected to be within a range of 50,900 – 51,400 BOE/d.

THIRD QUARTER CONFERENCE CALL INFORMATION

Denbury management will host a conference call to review and discuss third quarter 2020 financial and operating results tomorrow, Tuesday, November 17, at 10:00 A.M. (Central). Additionally, Denbury will post presentation materials on its website which will be referenced during the conference call. Individuals who would like to participate should dial 877.705.6003 or 201.493.6725 ten minutes before the scheduled start time. To access a live webcast of the conference call and accompanying slide presentation, please visit the investor relations section of the Company’s website at www.denbury.com. The webcast will be archived on the website and a telephonic replay will be accessible for approximately one month after the call by dialing 844.512.2921 or 412.317.6671 and entering confirmation number 13696085.

Denbury is an independent oil and natural gas company with operations focused in two key operating areas: the Gulf Coast and Rocky Mountain regions. The Company’s goal is to increase the value of its properties through a combination of exploitation, drilling and proven engineering extraction practices, with the most significant emphasis relating to CO2 enhanced oil recovery operations. For more information about Denbury, please visit www.denbury.com.

This press release, other than historical information, contains forward-looking statements that involve risks and uncertainties including estimated 2020 production and capital expenditures, and other risks and uncertainties detailed in the Company’s filings with the Securities and Exchange Commission, including Denbury’s most recent report on Form 10-K. These risks and uncertainties are incorporated by this reference as though fully set forth herein. These statements are based on financial and market, engineering, geological and operating assumptions that management believes are reasonable based on currently available information; however, management’s assumptions and the Company’s future performance are both subject to a wide range of risks, and there is no assurance that these goals and projections can or will be met. Actual results may vary materially. In addition, any forward-looking statements represent the Company’s estimates only as of today and should not be relied upon as representing its estimates as of any future date. Denbury assumes no obligation to update its forward-looking statements.

FINANCIAL AND STATISTICAL DATA TABLES AND RECONCILIATION SCHEDULES

The following tables include selected unaudited financial and operational information for the Successor Period, Predecessor Periods from July 1, 2020 through September 18, 2020 and January 1, 2020 through September 18, 2020, and certain Combined information for the three and nine months ended September 30, 2020, in order to assist investors in understanding the comparability of the Company’s financial and operational results for the applicable periods. All production volumes and dollars are expressed on a net revenue interest basis with gas volumes converted to equivalent barrels at 6:1.

DENBURY INC.

CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)

    Combined (Non-GAAP)(1)     Successor     Predecessor
    Quarter Ended     Period from Sept. 19, 2020 through     Period from July 1, 2020 through   Quarter Ended   Quarter Ended
In thousands, except per-share data   Sept. 30, 2020     Sept. 30, 2020     Sept. 18, 2020   Sept. 30, 2019   June 30, 2020
Revenues and other income                        
Oil sales   $ 174,447       $ 22,311       $ 152,136     $ 292,100     $ 108,538  
Natural gas sales   964       10       954     1,092     849  
CO2 sales and transportation fees   7,484       967       6,517     8,976     6,504  
Oil marketing sales   3,483       151       3,332     5,468     1,490  
Other income   7,191       94       7,097     7,817     494  
Total revenues and other income   193,569       23,533       170,036     315,453     117,875  
Expenses                        
Lease operating expenses   71,192       11,484       59,708     117,850     81,293  
Transportation and marketing expenses   9,499       1,344       8,155     10,067     9,388  
CO2 operating and discovery expenses   1,197       242       955     879     885  
Taxes other than income   15,546       2,073       13,473     22,010     10,372  
Oil marketing expenses   3,427       139       3,288     5,436     1,450  
General and administrative expenses   16,748       1,735       15,013     18,266     23,776  
Interest, net of amounts capitalized of $4,887, $183, $4,704, $8,773 and $8,729, respectively   8,038       334       7,704     22,858     20,617  
Depletion, depreciation, and amortization   41,600       5,283       36,317     55,064     55,414  
Commodity derivatives expense (income)   574       (4,035 )     4,609     (43,155 )   40,130  
Gain on debt extinguishment                   (5,874 )    
Write-down of oil and natural gas properties   261,677             261,677         662,440  
Restructuring items, net   849,980             849,980          
Other expenses   24,248       2,164       22,084     2,140     11,290  
Total expenses   1,303,726       20,763       1,282,963     205,541     917,055  
Income (loss) before income taxes   (1,110,157 )     2,770       (1,112,927 )   109,912     (799,180 )
Income tax provision (benefit)                        
Current income taxes   (1,445 )     6       (1,451 )   (859 )   598  
Deferred income taxes   (302,350 )     6       (302,356 )   37,909     (102,304 )
Net income (loss)   $ (806,362 )     $ 2,758       $ (809,120 )   $ 72,862     $ (697,474 )
                         
Net income (loss) per common share                        
Basic         $ 0.06       $ (1.63 )   $ 0.16     $ (1.41 )
Diluted         $ 0.06       $ (1.63 )   $ 0.14     $ (1.41 )
                         
Weighted average common shares outstanding                        
Basic         50,000       497,398     455,487     495,245  
Diluted         50,000       497,398     547,205     495,245  
                                 

(1) Combined results for the quarter ended September 30, 2020 are provided for illustrative purposes and are derived from the financial statement line items from the Successor and Predecessor periods. Because of the impact of various adjustments to the financial statements in connection with the application of fresh start accounting, including asset valuation adjustments and liability adjustments, certain results of operations for the Successor are not comparable to those of the Predecessor. Management believes that the combined results provide meaningful information to assist investors in understanding the Company’s financial results for the applicable period, but should not be considered in isolation, as a substitute for, or more meaningful than, independent results of the Predecessor and Successor periods for the quarter reported in accordance with GAAP.

    Combined (Non-GAAP)(1)     Successor     Predecessor
    Nine Months Ended     Period from Sept. 19, 2020 through     Period from Jan. 1, 2020 through   Nine Months Ended
In thousands, except per-share data   Sept. 30, 2020     Sept. 30, 2020     Sept. 18, 2020   Sept. 30, 2019
Revenues and other income                    
Oil sales   $ 511,562       $ 22,311       $ 489,251     $ 912,636  
Natural gas sales   2,860       10       2,850     5,554  
CO2 sales and transportation fees   22,016       967       21,049     25,532  
Oil marketing sales   8,694       151       8,543     8,274  
Other income   8,513       94       8,419     12,274  
Total revenues and other income   553,645       23,533       530,112     964,270  
Expenses                    
Lease operating expenses   261,755       11,484       250,271     361,205  
Transportation and marketing expenses   28,508       1,344       27,164     32,076  
CO2 operating and discovery expenses   2,834       242       2,592     2,016  
Taxes other than income   45,604       2,073       43,531     71,312  
Oil marketing expenses   8,538       139       8,399     8,213  
General and administrative expenses   50,257       1,735       48,522     54,697  
Interest, net of amounts capitalized of $23,068, $183, $22,885 and $27,545, respectively   48,601       334       48,267     60,672  
Depletion, depreciation, and amortization   193,876       5,283       188,593     170,625  
Commodity derivatives expense (income)   (106,067 )     (4,035 )     (102,032 )   15,462  
Gain on debt extinguishment   (18,994 )           (18,994 )   (106,220 )
Write-down of oil and natural gas properties   996,658             996,658      
Restructuring items, net   849,980             849,980      
Other expenses   38,032       2,164       35,868     8,664  
Total expenses   2,399,582       20,763       2,378,819     678,722  
Income (loss) before income taxes   (1,845,937 )     2,770       (1,848,707 )   285,548  
Income tax provision (benefit)                    
Current income taxes   (7,254 )     6       (7,260 )   1,214  
Deferred income taxes   (408,863 )     6       (408,869 )   90,454  
Net income (loss)   $ (1,429,820 )     $ 2,758       $ (1,432,578 )   $ 193,880  
                     
Net income (loss) per common share                    
Basic         $ 0.06       $ (2.89 )   $ 0.43  
Diluted         $ 0.06       $ (2.89 )   $ 0.41  
                     
Weighted average common shares outstanding                    
Basic         50,000       495,560     453,287  
Diluted         50,000       495,560     490,054  
                           

(1) Combined results for the nine months ended September 30, 2020 are provided for illustrative purposes and are derived from the financial statement line items from the Successor and Predecessor periods. Because of the impact of various adjustments to the financial statements in connection with the application of fresh start accounting, including asset valuation adjustments and liability adjustments, certain results of operations for the Successor are not comparable to those of the Predecessor. Management believes that the combined results provide meaningful information to assist investors in understanding the Company’s financial results for the applicable period, but should not be considered in isolation, as a substitute for, or more meaningful than, independent results of the Predecessor and Successor periods for the nine months ended reported in accordance with GAAP.

DENBURY INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

    Combined (Non-GAAP)(1)     Successor     Predecessor
    Nine Months Ended     Period from Sept. 19, 2020 through     Period from Jan. 1, 2020 through   Nine Months Ended
In thousands   Sept. 30, 2020     Sept. 30, 2020     Sept. 18, 2020   Sept. 30, 2019
Cash flows from operating activities                    
Net income (loss)   $ (1,429,820 )     $ 2,758       $ (1,432,578 )   $ 193,880  
Adjustments to reconcile net income (loss) to cash flows from operating activities                    
Noncash reorganization items, net   810,909             810,909      
Depletion, depreciation, and amortization   193,876       5,283       188,593     170,625  
Write-down of oil and natural gas properties   996,658             996,658      
Deferred income taxes   (408,863 )     6       (408,869 )   90,454  
Stock-based compensation   4,111             4,111     9,866  
Commodity derivatives expense (income)   (106,067 )     (4,035 )     (102,032 )   15,462  
Receipt on settlements of commodity derivatives   88,056       6,660       81,396     14,714  
Gain on debt extinguishment   (18,994 )           (18,994 )   (106,220 )
Debt issuance costs and discounts   11,685       114       11,571     7,607  
Other, net   1,028       589       439     (6,862 )
Changes in assets and liabilities, net of effects from acquisitions                    
Accrued production receivable   65,112       38,537       26,575     (1,428 )
Trade and other receivables   (20,977 )     1,366       (22,343 )   (147 )
Other current and long-term assets   1,448       705       743     27  
Accounts payable and accrued liabilities   (24,082 )     (7,980 )     (16,102 )   (33,167 )
Oil and natural gas production payable   (17,856 )     (11,064 )     (6,792 )   (1,819 )
Other liabilities   94       (29 )     123     (9,414 )
Net cash provided by operating activities   146,318       32,910       113,408     343,578  
                     
Cash flows from investing activities                    
Oil and natural gas capital expenditures   (101,707 )     (2,125 )     (99,582 )   (204,904 )
Pipelines and plants capital expenditures   (11,607 )     (6 )     (11,601 )   (25,965 )
Net proceeds from sales of oil and natural gas properties and equipment   42,202       880       41,322     10,494  
Other   12,438       (309 )     12,747     5,797  
Net cash used in investing activities   (58,674 )     (1,560 )     (57,114 )   (214,578 )
                     
Cash flows from financing activities                    
Bank repayments   (606,000 )     (55,000 )     (551,000 )   (641,000 )
Bank borrowings   691,000             691,000     691,000  
Interest payments treated as a reduction of debt   (46,417 )           (46,417 )   (59,808 )
Cash paid in conjunction with debt repurchases   (14,171 )           (14,171 )    
Cash paid in conjunction with debt exchange                   (125,268 )
Costs of debt financing   (12,482 )           (12,482 )   (11,017 )
Pipeline financing and capital lease debt repayments   (51,846 )     (54 )     (51,792 )   (10,279 )
Other   (9,363 )           (9,363 )   5,470  
Net cash provided by (used in) financing activities   (49,279 )     (55,054 )     5,775     (150,902 )
Net increase (decrease) in cash, cash equivalents, and restricted cash   38,365       (23,704 )     62,069     (21,902 )
Cash, cash equivalents, and restricted cash at beginning of period   33,045       95,114       33,045     54,949  
Cash, cash equivalents, and restricted cash at end of period   $ 71,410       $ 71,410       $ 95,114     $ 33,047  
                                     

(1) Combined results for the nine months ended September 30, 2020 are provided for illustrative purposes and are derived from the financial statement line items from the Successor and Predecessor periods. Because of the impact of various adjustments to the financial statements in connection with the application of fresh start accounting, including asset valuation adjustments and liability adjustments, certain results of operations for the Successor are not comparable to those of the Predecessor. Management believes that the combined results provide meaningful information to assist investors in understanding the Company’s financial results for the applicable period, but should not be considered in isolation, as a substitute for, or more meaningful than, independent results of the Predecessor and Successor periods for the nine months ended reported in accordance with GAAP.

DENBURY INC.

SUPPLEMENTAL NON-GAAP FINANCIAL MEASURES (UNAUDITED)


Reconciliation of net income (loss) (GAAP measure) to adjusted net income (loss) (non-GAAP measure)

Adjusted net income (loss) is a non-GAAP measure provided as a supplement to present an alternative net income (loss) measure which excludes expense and income items (and their related tax effects) not directly related to the Company’s ongoing operations. Management believes that adjusted net income (loss) may be helpful to investors by eliminating the impact of noncash and/or special or unusual items not indicative of the Company’s performance from period to period, and is widely used by the investment community, while also being used by management, in evaluating the comparability of the Company’s ongoing operational results and trends. Adjusted net income (loss) should not be considered in isolation, as a substitute for, or more meaningful than, net income (loss) or any other measure reported in accordance with GAAP, but rather to provide additional information useful in evaluating the Company’s operational trends and performance.

    Combined (Non-GAAP)(1)     Predecessor
    Quarter Ended     Quarter Ended   Quarter Ended
    Sept. 30, 2020     Sept. 30, 2019   June 30, 2020
In thousands, except per-share data   Amount     Amount   Per Diluted Share   Amount   Per Diluted Share
Net income (loss) (GAAP measure)

(2)
  $ (806,362 )     $ 72,862     $ 0.14     $ (697,474 )   $ (1.41 )
Adjustments to reconcile to adjusted net income (loss) (non-GAAP measure)                      
Noncash fair value losses (gains) on commodity derivatives(3)   18,363       (35,098 )   (0.06 )   85,759     0.17  
Reorganization items, net(4)   849,980                    
Write-down of oil and natural gas properties(5)   261,677               662,440     1.34  
Accelerated depreciation charge(6)   1,791                    
Gain on debt extinguishment(7)         (5,874 )   (0.01 )        
Severance-related expense included in general and administrative expenses(8)                 2,361     0.00  
Expense associated with restructuring(9)   16,232               7,875     0.02  
Delhi Field insurance reimbursements(10)   (15,402 )                  
Other(11)   1,013       (5,247 )   (0.01 )   1,206     0.00  
Estimated income taxes on above adjustments to net income (loss) and other discrete tax items(12)   (307,344 )     14,499     0.02     (94,529 )   (0.19 )
Adjusted net income (loss) (non-GAAP measure)   $ 19,948       $ 41,142     $ 0.08     $ (32,362 )   $ (0.07 )
                                           

    Combined (Non-GAAP)(1)     Predecessor
    Nine Months Ended     Nine Months Ended
    Sept. 30, 2020     Sept. 30, 2019
In thousands, except per-share data   Amount     Amount   Per Diluted Share
Net income (loss) (GAAP measure)

(2)
  $ (1,429,820 )     $ 193,880     $ 0.41  
Adjustments to reconcile to adjusted net income (loss) (non-GAAP measure)              
Noncash fair value losses (gains) on commodity derivatives(3)   (18,011 )     30,176     0.06  
Reorganization items, net(4)   849,980            
Write-down of oil and natural gas properties(5)   996,658            
Accelerated depreciation charge(6)   39,159            
Gain on debt extinguishment(7)   (18,994 )     (106,220 )   (0.22 )
Severance-related expense included in general and administrative expenses(8)   2,361            
Expense associated with restructuring(9)   24,107            
Delhi Field insurance reimbursements(10)   (15,402 )          
Other(11)   3,623       (793 )   0.00  
Estimated income taxes on above adjustments to net income (loss) and other discrete tax items(12)   (418,655 )     28,483     0.06  
Adjusted net income (loss) (non-GAAP measure)   $ 15,006       $ 145,526     $ 0.31  
                           

(1) Combined results for the three and nine months ended September 30, 2020 are provided for illustrative purposes and are derived from the financial statement line items from the Successor and Predecessor periods. Because of the impact of various adjustments to the financial statements in connection with the application of fresh start accounting, including asset valuation adjustments and liability adjustments, certain results of operations for the Successor are not comparable to those of the Predecessor. Management believes that the combined results provide meaningful information to assist investors in understanding the Company’s financial results for the applicable period, but should not be considered in isolation, as a substitute for, or more meaningful than, independent results of the Predecessor and Successor periods for the quarter and nine months ended reported in accordance with GAAP.
(2) Diluted net income (loss) per common share includes the impact of potentially dilutive securities including nonvested restricted stock, nonvested performance-based equity awards, warrants, and shares into which the Company’s previous convertible senior notes were convertible. Basic and diluted earnings per share calculations for the GAAP reporting periods are included on page 13.
(3) The net change between periods of the fair market values of open commodity derivative positions, excluding the impact of settlements on commodity derivatives during the period.
(4) Reorganization items, net represent (a) expenses incurred subsequent to the filing petition for Chapter 11 as a direct result of the prepackaged joint plan of reorganization, (b) gains or losses from liabilities settled, and (c) fresh start accounting adjustments.
(5) Full cost pool ceiling test write-downs related to the Company’s oil and natural gas properties.
(6) Accelerated depreciation for an asset impairment during the three months ended September 30, 2020, and impaired unevaluated properties during the three months ended March 31, 2020.
(7) Gain on debt extinguishment related to the Company’s 2020 open market repurchases and June 2019 debt exchange.
(8) Severance-related expense associated with the Company’s May-2020 involuntary workforce reduction.
(9) Expenses incurred before the petition date and after the Emergence Date related to advisor and professional fees associated with review of strategic alternatives and comprehensive restructuring of the Company’s indebtedness.
(10) Insurance reimbursements associated with a 2013 incident at Delhi Field.
(11) Other includes the following adjustments: (a) for the three months ended September 20, 2020, $5.9 million gain on land sales, $4.2 million write-off of trade receivables, $2.2 million of expense associated with the Delta-Tinsley CO2 pipeline incident and $0.5 million of expense associated with the helium supply contract trial court ruling, (b) for the three months ended September 30, 2019, a $6 million gain on land sales, <$1 million of transaction costs related to the Company’s privately negotiated debt exchanges, and <$1 million of expense associated with the helium supply contract trial court ruling, (c) for the three months ended June 30, 2020, $0.5 million of costs associated with the helium supply contract trial court ruling and $0.7 million of expense associated with the Delta-Tinsley CO2 pipeline incident, (d) for the nine months ended September 30, 2020, $0.5 million of expense associated with the helium supply contract trial court ruling and $0.9 million of expense associated with the Delta-Tinsley CO2 pipeline incident, and (e) for the nine months ended September 30, 2019, $1 million of expense related to an impairment of assets, $1 million of transaction costs related to the Company’s privately negotiated debt exchanges, and an additional $0.8 million of expense associated with the helium supply contract trial court ruling.
(12) The estimated income tax impacts on adjustments to net income for the nine months ended September 30, 2020 are computed based upon a rate of 25% applied to income before tax, which incorporates discrete tax adjustments primarily comprised of the tax effect of the ceiling test and accelerated depreciation, impacts of the CARES Act, valuation allowances, and the periodic tax impacts of a shortfall (benefit) on the stock-based compensation deduction.

DENBURY INC.

BASIC AND DILUTED NET INCOME (LOSS) PER COMMON SHARE

    Successor     Predecessor
    Period from Sept. 19, 2020 through     Period from July 1, 2020 through   Quarter Ended   Quarter Ended
    Sept. 30, 2020     Sept. 18, 2020   Sept. 30, 2019   June 30, 2020
In thousands, except per-share data   Amount   Per Share     Amount   Per Share   Amount   Per Share   Amount   Per Share
Numerator                                  
Net income (loss) – basic   $ 2,758     $ 0.06       $ (809,120 )   $ (1.63 )   $ 72,862     $ 0.16     $ (697,474 )   $ (1.41 )
Effect of potentially dilutive securities                                  
Interest on convertible senior notes, net of tax                     5,101              
Net income (loss) – diluted   $ 2,758     $ 0.06       $ (809,120 )   $ (1.63 )   $ 77,963     $ 0.14     $ (697,474 )   $ (1.41 )
                                   
Denominator                                  
Weighted average common shares outstanding – basic   50,000           497,398         455,487         495,245      
Effect of potentially dilutive securities                                  
Restricted stock and performance-based equity awards                     865              
Convertible senior notes                     90,853              
Weighted average common shares outstanding – diluted   50,000           497,398         547,205         495,245      
                                           

    Successor     Predecessor
    Period from Sept. 19, 2020 through     Period from Jan. 1, 2020 through   Nine Months Ended
    Sept. 30, 2020     Sept. 18, 2020   Sept. 30, 2019
In thousands, except per-share data   Amount   Per Share     Amount   Per Share   Amount   Per Share
Numerator                          
Net income (loss) – basic   $ 2,758     $ 0.06       $ (1,432,578 )   $ (2.89 )   $ 193,880     $ 0.43  
Effect of potentially dilutive securities                          
Interest on convertible senior notes, net of tax                     5,649      
Net income (loss) – diluted   $ 2,758     $ 0.06       $ (1,432,578 )   $ (2.89 )   $ 199,529     $ 0.41  
                           
Denominator                          
Weighted average common shares outstanding – basic   50,000           495,560         453,287      
Effect of potentially dilutive securities                          
Restricted stock and performance-based equity awards                     2,489      
Convertible senior notes                     34,278      
Weighted average common shares outstanding – diluted   50,000           495,560         490,054      
                                 

DENBURY INC.

SUPPLEMENTAL NON-GAAP FINANCIAL MEASURES (UNAUDITED)


Reconciliation of cash flows from operations (GAAP measure) to adjusted cash flows from operations (non-GAAP measure) and free cash flow (non-GAAP measure)

Adjusted cash flows from operations is a non-GAAP measure that represents cash flows provided by operations before changes in assets and liabilities, as summarized from the Company’s Unaudited Condensed Consolidated Statements of Cash Flows. Adjusted cash flows from operations measures the cash flows earned or incurred from operating activities without regard to the collection or payment of associated receivables or payables. Adjusted cash flows from operations less special items is an additional non-GAAP measure that removes other special items. Free cash flow is a non-GAAP measure that represents adjusted cash flows from operations less special items and interest treated as debt reduction, development capital expenditures and capitalized interest, but before acquisitions. Management believes that it is important to consider these additional measures, along with cash flows from operations, as it believes the non-GAAP measures can often be a better way to discuss changes in operating trends in its business caused by changes in production, prices, operating costs and related factors, without regard to whether the earned or incurred item was collected or paid during that period.

    Combined (Non-GAAP)(1)     Predecessor     Combined (Non-GAAP)(1)     Predecessor
    Quarter Ended     Quarter Ended   Quarter Ended     Nine Months Ended     Nine Months Ended
In thousands   Sept. 30, 2020     Sept. 30, 2019   June 30, 2020     Sept. 30, 2020     Sept. 30, 2019
Net income (loss) (GAAP measure)   $ (806,362 )     $ 72,862     $ (697,474 )     $ (1,429,820 )     $ 193,880  
Adjustments to reconcile to adjusted cash flows from operations                          
Depletion, depreciation, and amortization   41,600       55,064     55,414       193,876       170,625  
Deferred income taxes   (302,350 )     37,909     (102,304 )     (408,863 )     90,454  
Stock-based compensation   571       3,001     1,087       4,111       9,866  
Noncash fair value losses (gains) on commodity derivatives   18,363       (35,098 )   85,759       (18,011 )     30,176  
Gain on debt extinguishment         (5,874 )         (18,994 )     (106,220 )
Write-down of oil and natural gas properties   261,677           662,440       996,658        
Noncash reorganization items, net   810,909                 810,909        
Other   4,434       (2,099 )   4,026       12,713       745  
Adjusted cash flows from operations (non-GAAP measure)   28,842       125,765     8,948       142,579       389,526  
Net change in assets and liabilities relating to operations   44,665       4,813     2,021       3,739       (45,948 )
Cash flows from operations (GAAP measure)   $ 73,507       $ 130,578     $ 10,969       $ 146,318       $ 343,578  
                           
Adjusted cash flows from operations (non-GAAP measure)   $ 28,842       $ 125,765     $ 8,948       $ 142,579       $ 389,526  
Reorganization items settled in cash   39,071                 39,071        
Adjusted cash flows from operations less special items (non-GAAP measure)   67,913       125,765     8,948       181,650       389,526  
Interest on notes treated as debt reduction   (3,911 )     (21,372 )   (20,912 )     (46,417 )     (64,006 )
Development capital expenditures   (17,522 )     (51,420 )   (21,259 )     (77,566 )     (189,439 )
Capitalized interest   (4,887 )     (8,773 )   (8,729 )     (23,068 )     (27,545 )
Free cash flow (deficit) (non-GAAP measure)   $ 41,593       $ 44,200     $ (41,952 )     $ 34,599       $ 108,536  
                                               

(1) Combined results for the three and nine months ended September 30, 2020 are provided for illustrative purposes and are derived from the financial statement line items from the Successor and Predecessor periods. Because of the impact of various adjustments to the financial statements in connection with the application of fresh start accounting, including asset valuation adjustments and liability adjustments, certain results of operations for the Successor are not comparable to those of the Predecessor. Management believes that the combined results provide meaningful information to assist investors in understanding the Company’s financial results for the applicable period, but should not be considered in isolation, as a substitute for, or more meaningful than, independent results of the Predecessor and Successor periods for the quarter and nine months ended reported in accordance with GAAP.

DENBURY INC.

SUPPLEMENTAL NON-GAAP FINANCIAL MEASURES (UNAUDITED)


Reconciliation of commodity derivatives income (expense) (GAAP measure) to noncash fair value gains (losses) on commodity derivatives (non-GAAP measure)

Noncash fair value adjustments on commodity derivatives is a non-GAAP measure and is different from “Commodity derivatives expense (income)” in the Unaudited Condensed Consolidated Statements of Operations in that the noncash fair value gains (losses) on commodity derivatives represents only the net change between periods of the fair market values of open commodity derivative positions, and excludes the impact of settlements on commodity derivatives during the period. Management believes that noncash fair value gains (losses) on commodity derivatives is a useful supplemental disclosure to “Commodity derivatives expense (income)” because the GAAP measure also includes settlements on commodity derivatives during the period; the non-GAAP measure is widely used within the industry and by securities analysts, banks and credit rating agencies in calculating EBITDA and in adjusting net income (loss) to present those measures on a comparative basis across companies, as well as to assess compliance with certain debt covenants.

    Combined (Non-GAAP)(1)     Predecessor     Combined (Non-GAAP)(1)     Predecessor
    Quarter Ended     Quarter Ended   Quarter Ended     Nine Months Ended     Nine Months Ended
In thousands   Sept. 30, 2020     Sept. 30, 2019   June 30, 2020     Sept. 30, 2020     Sept. 30, 2019
Receipt on settlements of commodity derivatives   $ 17,789       $ 8,057     $ 45,629       $ 88,056       $ 14,714  
Noncash fair value gains (losses) on commodity derivatives (non-GAAP measure)   (18,363 )     35,098     (85,759 )     18,011       (30,176 )
Commodity derivatives income (expense) (GAAP measure)   $ (574 )     $ 43,155     $ (40,130 )     $ 106,067       $ (15,462 )
                                               
                                               

(1) Combined results for the three and nine months ended September 30, 2020 are provided for illustrative purposes and are derived from the financial statement line items from the Successor and Predecessor periods. Because of the impact of various adjustments to the financial statements in connection with the application of fresh start accounting, including asset valuation adjustments and liability adjustments, certain results of operations for the Successor are not comparable to those of the Predecessor. Management believes that the combined results provide meaningful information to assist investors in understanding the Company’s financial results for the applicable period, but should not be considered in isolation, as a substitute for, or more meaningful than, independent results of the Predecessor and Successor periods for the quarter and nine months ended reported in accordance with GAAP.

DENBURY INC.

SUPPLEMENTAL NON-GAAP FINANCIAL MEASURES (UNAUDITED)


Reconciliation of net income (loss) (GAAP measure) to Adjusted EBITDAX (non-GAAP measure)

Adjusted EBITDAX is a non-GAAP financial measure which management uses and is calculated based upon (but not identical to) a financial covenant related to “Consolidated EBITDAX” in the Company’s senior secured bank credit facility, which excludes certain items that are included in net income (loss), the most directly comparable GAAP financial measure. Items excluded include interest, income taxes, depletion, depreciation, and amortization, and items that the Company believes affect the comparability of operating results such as items whose timing and/or amount cannot be reasonably estimated or are nonrecurring. Management believes Adjusted EBITDAX may be helpful to investors in order to assess the Company’s operating performance as compared to that of other companies in the industry, without regard to financing methods, capital structure or historical costs basis. It is also commonly used by third parties to assess leverage and the Company’s ability to incur and service debt and fund capital expenditures. Adjusted EBITDAX should not be considered in isolation, as a substitute for, or more meaningful than, net income (loss), cash flow from operations, or any other measure reported in accordance with GAAP. The Company’s Adjusted EBITDAX may not be comparable to similarly titled measures of another company because all companies may not calculate Adjusted EBITDAX, EBITDAX or EBITDA in the same manner.  The following table presents a reconciliation of the Company’s net income (loss) to Adjusted EBITDAX.

    Combined (Non-GAAP)(1)     Predecessor     Combined (Non-GAAP)(1)     Predecessor
    Quarter Ended     Quarter Ended   Quarter Ended     Nine Months Ended     Nine Months Ended
In thousands   Sept. 30, 2020     Sept. 30, 2019   June 30, 2020     Sept. 30, 2020     Sept. 30, 2019
Net income (loss) (GAAP measure)   $ (806,362 )     $ 72,862     $ (697,474 )     $ (1,429,820 )     $ 193,880  
Adjustments to reconcile to Adjusted EBITDAX                          
Interest expense   8,038       22,858     20,617       48,601       60,672  
Income tax expense (benefit)   (303,795 )     37,050     (101,706 )     (416,117 )     91,668  
Depletion, depreciation, and amortization   41,600       55,064     55,414       193,876       170,625  
Noncash fair value losses (gains) on commodity derivatives   18,363       (35,098 )   85,759       (18,011 )     30,176  
Stock-based compensation   571       3,001     1,087       4,111       9,866  
Gain on debt extinguishment         (5,874 )         (18,994 )     (106,220 )
Write-down of oil and natural gas properties   261,677           662,440       996,658        
Reorganization items, net   849,980                 849,980        
Severance-related expense   954           2,361       3,315        
Noncash, non-recurring and other(2)   22,419       (4,744 )   10,231       35,014       1,459  
Adjusted EBITDAX (non-GAAP measure)(3)   $ 93,445       $ 145,119     $ 38,729       $ 248,613       $ 452,126  
                                               

(1) Combined results for the three and nine months ended September 30, 2020 are provided for illustrative purposes and are derived from the financial statement line items from the Successor and Predecessor periods. Because of the impact of various adjustments to the financial statements in connection with the application of fresh start accounting, including asset valuation adjustments and liability adjustments, certain results of operations for the Successor are not comparable to those of the Predecessor. Management believes that the combined results provide meaningful information to assist investors in understanding the Company’s financial results for the applicable period, but should not be considered in isolation, as a substitute for, or more meaningful than, independent results of the Predecessor and Successor periods for the quarter and nine months ended reported in accordance with GAAP.
(2) Includes expenses incurred before the petition date and after the Emergence Date related to advisor and professional fees associated with review of strategic alternatives and comprehensive restructuring of the Company’s indebtedness of $16 million and $8 million during the three months ended September 30, 2020 and June 30, 2020, respectively.
(3) Excludes pro forma adjustments related to qualified acquisitions or dispositions under the Company’s senior secured bank credit facility. Third quarter of 2020 adjusted EBITDAX includes an insurance reimbursement of $15 million, as EBITDAX was not adjusted for the related expenses when originally incurred, and second quarter of 2020 adjusted EBITDAX includes $12 million of expense in connection with cash retention and incentive compensation resulting from modification of compensation arrangements for 21 of the Company’s executives and senior managers (See Note 6, Stock Compensation, in the Company’s Form 10-Q for the period ended June 30, 2020).

DENBURY INC.

OPERATING HIGHLIGHTS (UNAUDITED)

    Quarter Ended   Nine Months Ended
    September 30,   June 30,   September 30,
    2020   2019   2020   2020   2019
Production (daily – net of royalties)                    
Oil (barrels)   48,334     55,085     48,900     50,619     56,836  
Gas (mcf)   8,110     8,135     7,737     7,916     9,681  
BOE (6:1)   49,686     56,441     50,190     51,939     58,449  
Unit sales price (excluding derivative settlements)                    
Oil (per barrel)   $ 39.23     $ 57.64     $ 24.39     $ 36.88     $ 58.82  
Gas (per mcf)   1.29     1.46     1.21     1.32     2.10  
BOE (6:1)   38.37     56.46     23.95     36.15     57.54  
Unit sales price (including derivative settlements)                    
Oil (per barrel)   $ 43.23     $ 59.23     $ 34.64     $ 43.23     $ 59.77  
Gas (per mcf)   1.29     1.46     1.21     1.32     2.10  
BOE (6:1)   42.27     58.02     33.94     42.34     58.46  
NYMEX differentials                    
Gulf Coast region                    
Oil (per barrel)   $ (1.38 )   $ 3.11     $ (3.59 )   $ (0.86 )   $ 4.08  
Gas (per mcf)   (0.06 )   (0.24 )   (0.09 )   (0.07 )   (0.06 )
Rocky Mountain region                    
Oil (per barrel)   $ (2.03 )   $ (1.65 )   $ (4.68 )   $ (2.89 )   $ (1.85 )
Gas (per mcf)   (1.74 )   (1.61 )   (1.04 )   (1.25 )   (0.90 )
Total company                    
Oil (per barrel)   $ (1.64 )   $ 1.30     $ (4.03 )   $ (1.67 )   $ 1.79  
Gas (per mcf)   (0.83 )   (0.87 )   (0.54 )   (0.60 )   (0.47 )
                               

DENBURY INC.

OPERATING HIGHLIGHTS (UNAUDITED)

    Quarter Ended   Nine Months Ended
    September 30,   June 30,   September 30,
Average Daily Volumes (BOE/d) (6:1)   2020   2019   2020   2020   2019
Tertiary oil production                    

Gulf Coast region
                   
Delhi   3,208     4,256     3,529     3,515     4,405  
Hastings   4,473     5,513     4,722     4,808     5,506  
Heidelberg   4,256     4,297     4,366     4,331     4,123  
Oyster Bayou   3,526     3,995     3,871     3,798     4,373  
Tinsley   4,042     4,541     3,788     4,061     4,697  
West Yellow Creek   588     728     695     686     584  
Mature properties(1)   5,683     6,415     5,249     5,772     6,448  
Total Gulf Coast region   25,776     29,745     26,220     26,971     30,136  

Rocky Mountain region
                   
Bell Creek   5,551     4,686     5,715     5,665     5,096  
Salt Creek   2,167     2,213     1,386     1,902     2,116  
Other       58     7     19     50  
Total Rocky Mountain region   7,718     6,957     7,108     7,586     7,262  
Total tertiary oil production   33,494     36,702     33,328     34,557     37,398  
Non-tertiary oil and gas production                    

Gulf Coast region
                   
Mississippi   629     873     713     696     977  
Texas   3,095     3,165     3,087     3,200     3,228  
Other   4     6     5     6     7  
Total Gulf Coast region   3,728     4,044     3,805     3,902     4,212  

Rocky Mountain region
                   
Cedar Creek Anticline   11,485     13,354     11,988     12,170     14,211  
Other   979     1,238     1,069     1,051     1,285  
Total Rocky Mountain region   12,464     14,592     13,057     13,221     15,496  
Total non-tertiary production   16,192     18,636     16,862     17,123     19,708  
Total continuing production   49,686     55,338     50,190     51,680     57,106  
Property sales                    
Gulf Coast Working Interests Sale(2)       1,103         259     1,057  
Citronelle(3)                   286  
Total production   49,686     56,441     50,190     51,939     58,449  
                               

(1) Mature properties include Brookhaven, Cranfield, Eucutta, Little Creek, Mallalieu, Martinville, McComb and Soso fields.
(2) Includes non-tertiary production related to the sale of 50% of our working interests in Webster, Thompson, Manvel, and East Hastings fields, sold in March 2020.
(3) Includes production from Citronelle Field sold in July 2019.

DENBURY INC.

PER-BOE DATA (UNAUDITED)

    Quarter Ended   Nine Months Ended
    September 30,   June 30,   September 30,
    2020   2019   2020   2020   2019
Oil and natural gas revenues   $ 38.37     $ 56.46     $ 23.95     $ 36.15     $ 57.54  
Receipt on settlements of commodity derivatives   3.90     1.56     9.99     6.19     0.92  
Lease operating expenses   (15.57 )   (22.70 )   (17.80 )   (18.39 )   (22.64 )
Production and ad valorem taxes   (3.00 )   (3.89 )   (1.92 )   (2.84 )   (4.12 )
Transportation and marketing expenses   (2.08 )   (1.94 )   (2.06 )   (2.00 )   (2.01 )
Production netback   21.62     29.49     12.16     19.11     29.69  
CO2 sales, net of operating and discovery expenses   1.38     1.56     1.23     1.35     1.47  
General and administrative expenses   (3.66 )   (3.52 )   (5.21 )   (3.53 )   (3.43 )
Interest expense, net   (1.76 )   (4.40 )   (4.51 )   (3.42 )   (3.80 )
Reorganization items settled in cash   (8.55 )           (2.75 )    
Other   (2.72 )   1.09     (1.71 )   (0.74 )   0.48  
Changes in assets and liabilities relating to operations   9.77     0.93     0.44     0.26     (2.88 )
Cash flows from operations   16.08     25.15     2.40     10.28     21.53  
DD&A – excluding accelerated depreciation charge   (8.71 )   (10.60 )   (12.13 )   (10.87 )   (10.69 )
DD&A – accelerated depreciation charge(1)   (0.39 )           (2.75 )    
Write-down of oil and natural gas properties   (57.25 )       (145.04 )   (70.03 )    
Deferred income taxes   66.14     (7.30 )   22.40     28.73     (5.67 )
Gain on debt extinguishment       1.13         1.33     6.66  
Noncash fair value gains (losses) on commodity derivatives   (4.03 )   6.75     (18.78 )   1.26     (1.89 )
Noncash reorganization items, net   (177.40 )           (56.98 )    
Other noncash items   (10.85 )   (1.10 )   (1.56 )   (1.44 )   2.21  
Net income (loss)   $ (176.41 )   $ 14.03     $ (152.71 )   $ (100.47 )   $ 12.15  
                                         

(1) Represents an accelerated depreciation charge related to assets associated with impaired unevaluated properties that were transferred to the full cost pool during the three months ended March 31, 2020.

CAPITAL EXPENDITURE SUMMARY (UNAUDITED)

(1)

    Quarter Ended   Nine Months Ended
    September 30,   June 30,   September 30,
In thousands   2020   2019   2020   2020   2019
Capital expenditure summary                    
Tertiary oil fields   $ 2,644     $ 17,547     $ 5,194     $ 22,564     $ 72,333  
Non-tertiary fields   5,867     19,385     2,294     19,115     55,939  
Capitalized internal costs(2)   8,351     11,175     9,463     26,695     35,389  
Oil and natural gas capital expenditures   16,862     48,107     16,951     68,374     163,661  
CO2 pipelines, sources and other   660     3,313     4,308     9,192     25,778  
Capital expenditures, before acquisitions and capitalized interest   17,522     51,420     21,259     77,566     189,439  
Acquisitions of oil and natural gas properties   15     25     38     95     122  
Capital expenditures, before capitalized interest   17,537     51,445     21,297     77,661     189,561  
Capitalized interest   4,887     8,773     8,729     23,068     27,545  
Capital expenditures, total   $ 22,424     $ 60,218     $ 30,026     $ 100,729     $ 217,106  
                                         

(1) Capital expenditure amounts include accrued capital.
(2) Includes capitalized internal acquisition, exploration and development costs and pre-production tertiary startup costs.

DENBURY INC.

INTEREST AND FINANCING EXPENSES (UNAUDITED)

    Successor     Predecessor
    Period from Sept. 19, 2020 through     Period from July 1, 2020 through   Quarter Ended   Quarter Ended
In thousands   Sept. 30, 2020     Sept. 18, 2020   Sept. 30, 2019   June 30, 2020
Cash interest(1)   $ 403       $ 17,734     $ 48,297     $ 45,263  
Interest not reflected as expense for financial reporting purposes(1)         (6,976 )   (21,372 )   (20,912 )
Noncash interest expense   114       347     1,060     1,061  
Amortization of debt discount(2)         1,303     3,646     3,934  
Less: capitalized interest   (183 )     (4,704 )   (8,773 )   (8,729 )
Interest expense, net   $ 334       $ 7,704     $ 22,858     $ 20,617  

    Successor     Predecessor
    Period from Sept. 19, 2020 through     Period from Jan. 1, 2020 through   Nine Months Ended
In thousands   Sept. 30, 2020     Sept. 18, 2020   Sept. 30, 2019
Cash interest(1)   $ 403       $ 108,824     $ 144,616  
Interest not reflected as expense for financial reporting purposes(1)         (49,243 )   (64,006 )
Noncash interest expense   114       2,439     3,517  
Amortization of debt discount(2)         9,132     4,090  
Less: capitalized interest   (183 )     (22,885 )   (27,545 )
Interest expense, net   $ 334       $ 48,267     $ 60,672  
                           

(1) Cash interest in Predecessor Periods includes interest which was paid semiannually on the Company’s previously outstanding 9% Senior Secured Second Lien Notes due 2021 and 9¼% Senior Secured Second Lien Notes due 2022. As a result of the accounting for certain exchange transactions in previous years, most of the future interest related to these notes was recorded as debt as of the debt issuance dates, which is reduced as semiannual interest payments are made, and therefore not reflected as interest for financial reporting purposes.
(2) Represents the amortization of debt discounts related to the Company’s previously outstanding 7¾% Senior Secured Second Lien Notes due 2024 (“7¾% Senior Secured Notes”) and 6⅜% Convertible Senior Notes due 2024 (“6⅜% Convertible Senior Notes”) issued in June 2019. In accordance with FASC 470-50, Modifications and Extinguishments, the 7¾% Senior Secured Notes and 6⅜% Convertible Senior Notes were recorded on the Company’s balance sheet at a discount of $30 million and $80 million, respectively, which was being amortized as interest expense over the term of the notes.

SELECTED BALANCE SHEET DATA (UNAUDITED)

    Successor     Predecessor
In thousands   Sept. 30, 2020     Dec. 31, 2019
Cash and cash equivalents   $ 21,860       $ 516  
Total assets   1,677,870       4,691,867  
           
Borrowings under senior secured bank credit facility   $ 85,000       $  
Borrowings under senior secured second lien notes (principal only)(1)         1,623,049  
Borrowings under senior convertible notes (principal only)(2)         245,548  
Borrowings under senior subordinated notes (principal only)         245,690  
Financing and capital leases   90,967       167,439  
Total debt (principal only)   $ 175,967       $ 2,281,726  
           
Total stockholders’ equity   $ 1,098,177       $ 1,412,259  
                   

(1) Excludes $165 million of future interest payable on the notes as of December 31, 2019 accounted for as debt for financial reporting purposes and also excludes a $27 million discount to par on the 7¾% Senior Secured Notes as of December 31, 2019.
(2) Excludes a $75 million discount to par on the 6⅜% Convertible Senior Notes as of December 31, 2019.



DENBURY CONTACTS: 
Mark C. Allen, Executive Vice President and Chief Financial Officer, 972.673.2000 
John Mayer, Director of Investor Relations, 972.673.2383

Lithium Americas Reports Third Quarter 2020 Results

This news release constitutes a “designated news release” for the purposes of the Company’s prospectus supplement dated October 20, 2020 to its short form base shelf prospectus dated October 19, 2020.

VANCOUVER, British Columbia, Nov. 16, 2020 (GLOBE NEWSWIRE) — Lithium Americas Corp. (TSX: LAC) (NYSE: LAC) (“Lithium Americas” or the “Company”) has reported financial and operating results for the third quarter ended September 30, 2020.

This news release should be read in conjunction with Lithium Americas’ unaudited condensed consolidated interim financial statements and management’s discussion and analysis (“MD&A”) for the nine months ended September 30, 2020, which are available on the Company’s website and SEDAR. All amounts are in U.S. dollars unless otherwise indicated.

Highlights


Caucharí-Olaroz Lithium Project (“


Caucharí-Olaroz


”):

  • Construction activities at Caucharí-Olaroz are underway with enhanced COVID-19 protocols.
  • As of September 30, 2020, $458 million (81%) of the $565 million budgeted capital expenditure were committed including $347 million (61%) spent.
  • Significant progress has been made on the lime plant, SX plant, concrete works on the carbonate plant units and solar evaporation ponds.
  • All critical equipment remains on track to be delivered by the end of 2020.
  • Based on the current remobilization plan, which follows health and safety guidelines requiring a reduced workforce at site, the Company expects construction to be complete by the end of 2021 with production in early 2022.


Thacker Pass Lithium Project (“Thacker Pass”):

  • Permitting continues as planned with all major permits expected to be received by the end of Q1 2021.
  • The draft Environmental Impact Statement was released by the Bureau of Land Management with the 45-day public comment period completed in September 2020.
  • In September 2020, the Nevada Governor’s Office of Economic Development unanimously approved tax abatements for Thacker Pass which are expected to be granted for the first phase of the construction period. The tax abatements total $9 million and include partial sales, property and payroll tax abatements.
  • The process testing facility in Reno, Nevada continues to operate with COVID-19 protocols in place.
  • Over 15,000 kg of high-quality lithium sulphate has been produced at the process testing facility.
  • Based on discussions with potential customers and joint venture partners, the Company is continuing to assess changes to the parameters of its definitive feasibility study to target a higher production capacity than the 20,000 tonnes per annum of lithium carbonate equivalent and revised product mix. The Company expects to provide an update on the definitive feasibility study in early 2021.
  • The Company continues to explore financing options for Thacker Pass’ construction, including the possibility of a joint venture partner.


Corporate


:

  • As at September 30, 2020, the Company had $72 million in cash and cash equivalents, including an $18 million drawn from its credit facilities to fund Caucharí-Olaroz.
  • As at September 30, 2020, the Company had $184 million in undrawn credit. The Company has drawn $96 million of the $205 million senior credit facility and $25 million from its $100 million unsecured, limited recourse, subordinated loan facility.
  • The Company remains fully-funded to advance Caucharí-Olaroz to production and expects to have excess liquidity available under its credit facilities.
  • On August 27, 2020, the Company and Ganfeng Lithium Co Ltd. (“Ganfeng”) closed the previously announced transaction, whereby Ganfeng invested $16 million in Caucharí-Olaroz and increased its interest from 50% to 51%, with Lithium Americas owning the remaining 49%. In addition, Lithium Americas received $40 million in cash from the proceeds of non-interest-bearing loans from Ganfeng.
  • In October 2020, the Company established an at-the-market equity program (“ATM Program”) that allows it to issue up to $100 million of common shares from treasury to the public from time to time, at the Company’s discretion. As of November 16, 2020, the Company raised gross proceeds of approximately $48 million from issuance of common shares under the ATM Program.
  • In November 2020, Lithium Americas published its inaugural 2019 Sustainability Report prepared with reference to the Global Reporting Initiative (GRI) Standards, which includes reporting on the United Nations’ Sustainable Development Goals (SDGs).

Financial Results

Selected consolidated financial information is presented as follows:

(in US$ million except per share information) Three months ended September 30, 2020   Three months ended September 30, 2019  
  $     $    
Expenses   (5.7 )     (3.3 )  
Net (loss)/gain   (6.5 )     69.0    
(Loss)/gain per share – basic   (0.07 )     0.77    

(in US$ million) As at September 30, 2020   As at December 31, 2019  
  $     $    
Cash and cash equivalents   71.9       83.6    
Total assets   232.6       293.8    
Total long-term liabilities   (126.1 )     (119.2 )  

During the nine months ended September 30, 2020, total assets decreased primarily as a result of closing the transaction with Ganfeng and cessation of proportional consolidation of Caucharí-Olaroz with transition to equity accounting for the project investment. Cash decreased mainly due to capital expenditures on Caucharí-Olaroz and operating activities, including exploration expenditures on Thacker Pass, offset with the $40.0 million of loans repaid to the Company upon closing of the transaction with Ganfeng. Total long-term liabilities increased primarily as a result of a $24.7 million drawdown on the Company’s limited recourse loan facility and a $12.0 million drawdown on the Company’s senior credit facility, partially offset by the effect of closing the transaction with Ganfeng.

Net loss for the three months ended September 30, 2020 was $6.5 million compared to net gain of $69.0 million for the three months September 30, 2019. Net gain in Q3 2019 was a result of the gain on dilution of interest in Caucharí-Olaroz.

Qualified Pers
on:

The scientific and technical information in this news release has been reviewed and approved by Dr. Rene LeBlanc, a Qualified Person for purposes of NI 43-101 by virtue of his experience, education and professional association.  Dr. LeBlanc is the Chief Technical Officer of the Company. Information on the Company’s data verification and QA / QC procedures is contained in Lithium Americas’ current technical reports for Caucharí-Olaroz and Thacker Pass, available at www.sedar.com.

About Lithium Americas
:

Lithium Americas is a development-stage company with projects in Argentina and Nevada.  The Company trades on both the Toronto Stock Exchange and on the New York Stock Exchange, under the ticker symbol “LAC”.

For further information contact:
Lithium Americas Corp.
Investor Relations
Suite 300 – 900 West Hastings Street
Vancouver, BC, V6C 1E5
Telephone: 778-656-5820
Email: [email protected]
Website: www.lithiumamericas.com

Forward-Looking
Statements
:

This news release contains “forward-looking information” and “forward-looking statements” (which we refer to collectively as forward-looking information) under the provisions of applicable securities legislation. All statements, other than statements of historical fact, are forward-looking information. Examples of forward-looking information in this news release include, among other things, statements related to: development of the Caucharí-Olaroz and Thacker Pass projects, including timing and budget, completion of construction activities, anticipated productions, and results thereof; the Company’s response to the COVID-19 outbreak, the potential impact to the construction and DFS schedules, and the expected timing for updates on its impact on such schedules; discussions with vendors and freight forwarders, and results thereof; capital expenditures and programs; estimates of the mineral resources and reserves at its properties; development of mineral resources and reserves; government regulation of mining operations and treatment under governmental and taxation regimes; the timing and amount of future production; currency exchange and interest rates; the Company’s ability to raise capital; exploration of financing options and a potential joint venture partner for Thacker Pass; expected expenditures to be made by the Company on its properties; the timing, cost, quantity, capacity and product quality of production of the Caucharí-Olaroz project, which is held and operated through the Company’s joint venture with Ganfeng; successful operations of the Ganfeng co-ownership structure; ability to produce high quality battery grade lithium carbonate; the timing, cost, quantity, capacity and product quality of production at the Thacker Pass project; results of the Company’s engineering, design permitting program at the Thacker Pass project, including that the Company meets deadlines set forth herein and receives permits as anticipated; successful results from the Company’s testing facility and third-party tests related thereto; capital costs, operating costs, sustaining capital requirements, timing, results and completion of the Thacker Pass feasibility study; funding of project permitting and DFS costs for the Thacker Pass project; the Company’s share of the expected capital expenditures for the construction of Stage 1 of the Caucharí-Olaroz project; ability to achieve capital cost efficiencies; future sustainability reporting and that such reporting will continue to be in accordance with recognized standards such as GRI; the continuation and successful completion of the ATM Program; and stability and inflation related to the Argentine peso, whether the Argentine government implements additional foreign exchange and capital controls, and the effect of current or any additional regulations on the Company’s operations.

Forward-looking information is based upon a number of factors and assumptions that, if untrue, could cause the actual results, performances or achievements of the Company to be materially different from future results, performances or achievements expressed or implied by such information. Such information reflects the Company’s current views with respect to future events and is necessarily based upon a number of assumptions that, while considered reasonable by the Company today, are inherently subject to significant uncertainties and contingencies. These assumptions include, among others, forecasted demand for lithium products, including pricing thereof, the Company’s ability to fund, advance and develop the Caucharí-Olaroz project and the Thacker Pass project into production, including results therefrom and timing thereof, the impacts of COVID-19 globally and in the jurisdictions in which we operate, and on the availability and movement of personnel, supplies and equipment, timing of regulatory approvals and permits, and on third parties we are in a contractual relationship with regarding the preparation of the DFS and with respect to construction activities at the Caucharí-Olaroz project, accuracy of mineral resources, including whether such mineral resources can ever be converted into reserves, reliability of technical data, accuracy of current budget and construction estimates, that pending patents will be approved, ability to achieve commercial production, the share price and demand for our common stock, general economic conditions, maintenance of a positive business relationship with Ganfeng, timely responses from governmental agencies responsible for reviewing and considering the Company’s permitting activities, the Company position in a competitive environment, and a stable and supportive legislative, regulatory and community environment.

Forward-looking information also involve known and unknown risks that may cause actual results to differ materially, these risks include, among others, inherent risks in the development of capital intensive mineral projects (including as co-owners), variations in mineral resources and mineral reserves, global demand for lithium, recovery rates and lithium pricing, risks associated with successfully securing adequate financing, changes in project parameters and funding thereof, risks related to growth of lithium markets and pricing for products thereof, changes in legislation, governmental or community policy, political risk associated with foreign operations, permitting risk, including receipt of new permits and maintenance of existing permits, title and access risk, cost overruns, unpredictable weather and maintenance of natural resources, unanticipated delays, intellectual property risks, currency and interest rate fluctuations, operational risks, health and safety risks, and general market and industry conditions. Additional risks, assumptions and other factors are set out in the Company’s management discussion analysis and most recent annual information form, copies of which are available on SEDAR at www.sedar.com.

Although the Company has attempted to identify important risks and assumptions, given the inherent uncertainties in such forward-looking information, there may be other factors that cause results to differ materially. Forward-looking information is made as of the date hereof and the Company does not intend, and expressly disclaims any obligation to, update or revise the forward-looking information contained in this news release, except as required by law. Accordingly, readers are cautioned not to place undue reliance on forward-looking information.



Ampco-Pittsburgh Corporation (NYSE: AP) Announces Third Quarter 2020 Results

Ampco-Pittsburgh Corporation (NYSE: AP) Announces Third Quarter 2020 Results

  • Corporation reports EPS of $0.07 per diluted share for Q3 2020 despite continued impact of COVID-19 pandemic on end-market demand, sequentially higher than Q2 2020 EPS.
  • Return to profitability extends for fourth consecutive quarter.
  • $19.3 million gross proceeds from equity offering completed in Q3.
  • Total debt of $32.6 million reduced by $38.3 million (54%) from $70.9 million at December 31, 2019.

CARNEGIE, Pa.–(BUSINESS WIRE)–
Ampco-Pittsburgh Corporation (NYSE: AP) (the “Corporation” or “Ampco-Pittsburgh”) reported net income for the three and nine months ended September 30, 2020, of $1.0 million, or $0.07 per diluted share, and $5.8 million, or $0.43 per diluted share, respectively. By comparison, the Corporation incurred a net loss of $(5.1) million, or $(0.40) per diluted share, and $(24.1) million, or $(1.91) per diluted share, for the same periods of the prior year which respectively included losses of $(0.27) and $(0.72) per diluted share from discontinued operations.

Sales from continuing operations were $75.7 million and $241.5 million for the three and nine months ended September 30, 2020, respectively, compared to $90.9 million and $300.9 million for the three and nine months ended September 30, 2019, respectively. The decrease is primarily attributable to a lower volume of shipments for the Forged and Cast Engineered Products segment due to pandemic-related customer deferrals in the flat-rolled steel and aluminum markets and, to a lesser extent, reduced demand for other forged engineered products, primarily in the oil and gas market.

Remarking on the quarter’s results, Brett McBrayer, Ampco-Pittsburgh’s Chief Executive Officer, said, “Ampco-Pittsburgh has continued to perform amidst the challenges presented by this pandemic. Despite significant plant downtime experienced in the quarter to manage through the contraction and handle scheduled maintenance activities, we extended our positive net earnings performance for a fourth consecutive quarter. The Forged and Cast Engineered Products segment delivered improved results for the quarter compared to prior year, while the Air and Liquid Processing segment remained a stable force with results equaling prior year. Our successful equity raise during Q3 strengthened our balance sheet considerably and with significant liquidity and operating leverage, we are well positioned to capitalize on recovery in our end markets.”

Operating cash flow generation year-to-date and the proceeds from the equity offering completed during the quarter have allowed the Corporation to reduce its total debt balance by 54% from $70.9 million at December 31, 2019, to $32.6 million at September 30, 2020.

The Corporation reported income from continuing operations for the three and nine months ended September 30, 2020, of $0.2 million and $4.4 million, respectively, compared to losses of $(1.3) million and $(14.0) million, respectively, for the same periods of the prior year. Income from continuing operations for the nine months ended September 30, 2020, includes $0.8 million in subsequent proceeds from a 2018 business interruption claim (“Proceeds from Business Interruption Insurance Claim”). By comparison, loss from continuing operations for the nine months ended September 30, 2019, includes $4.6 million in excess costs of the Corporation’s Avonmore, PA cast roll manufacturing facility (“Avonmore”) which was sold in September 2019 (“Excess Costs of Avonmore”), $1.7 million in professional fees and employee severance costs associated with the Corporation’s overall restructuring plan (“Restructuring-Related Costs”), and $1.4 million in bad debt expense for a cast roll customer who had filed for bankruptcy protection (“Bad Debt Expense”). Additionally, loss from continuing operations for the nine months ended September 30, 2019, includes an impairment loss (“Impairment Charge”) of $10.1 million associated with the write-down of certain assets of Avonmore in anticipation of its sale.

Excluding the Proceeds from the Business Interruption Insurance Claim from the current year operating results and the Bad Debt Expense, the Excess Costs of Avonmore, the Restructuring-Related Costs, and the Impairment Charge from prior year operating results, as applicable, adjusted income (loss) from continuing operations, which is not based on U.S. generally accepted accounting principles (“GAAP”), was $0.2 million and $3.7 million for the three and nine months ended September 30, 2020, and $(0.1) million and $3.7 million for the three and nine months ended September 30, 2019, respectively. Adjusted income from continuing operations was approximately comparable to the prior year periods, despite decreases in sales of approximately 17% and 20%, respectively, for the three and nine months ended September 30, 2020, driven principally by the pandemic. Although the current year periods benefited from lower raw material costs, reduced SG&A expense and, for the year-to-date period, improved roll pricing, these factors were approximately offset by the pandemic-driven impacts of the lower shipment volumes and net unfavorable plant absorption from lower production levels in the Forged and Cast Engineered Products segment. A reconciliation of these GAAP to non-GAAP results is provided below under “Non-GAAP Financial Measures Reconciliation Schedule.”

Other income – net for the three months ended September 30, 2020, improved in comparison to the prior year primarily due to dividend income of $1.2 million from one of the Corporation’s Chinese joint ventures in the current period. On a year-to-date basis, however, lower interest expense and lower foreign exchange transaction losses in 2020 could not offset the impact of net gains recorded in 2019 from the curtailment of pension and postretirement plans and special termination benefit costs associated with the Avonmore cast roll plant exit.

The income tax benefit for the nine months ended September 30, 2020, includes a benefit of $3.5 million for the additional tax loss carryback provisions included in the CARES Act.

Segment Results

Forged and Cast Engineered Products

Sales for the three and nine months ended September 30, 2020, declined 19% and 25% from the respective prior year periods primarily due to customers deferring shipments for mill rolls in response to pandemic-related market impacts and, to a lesser extent, lower demand for other forged engineered products, primarily in the oil and gas market. Operating results for the three months ended September 30, 2020, improved compared to prior year. While the segment was adversely impacted by the lower volume of shipments and net unabsorbed costs associated with the temporary idling of certain of its forged and cast roll manufacturing facilities in response to lower demand, elimination of the Excess Costs of Avonmore, and a reduced cost structure due to restructuring and efficiency improvements more than offset the impact to operating results.

Air and Liquid Processing

Sales for the Air and Liquid Processing segment for the three and nine months ended September 30, 2020, were slightly below prior year levels. Operating income for the quarter was approximately equal to the prior year level yet continues to exceed prior year on a year-to-date basis.

Teleconference Access

Ampco-Pittsburgh Corporation (NYSE: AP) will hold a conference call on Tuesday, November 17, 2020, at 10:30 a.m. Eastern Time (ET) to discuss its financial results for the quarter ended September 30, 2020. The Corporation encourages participants to pre-register at any time, including up to and after the call start time via this link: https://dpregister.com/sreg/10148835/dac17764c3. Those without internet access or unable to pre-register should dial in at least five minutes before the start time using:

  • Participant Dial-in (Toll Free): 1-844-308-3408
  • Participant International Dial-in: 1-412-317-5408

For those unable to listen to the live broadcast, a replay will be available one hour after the event concludes on the Corporation’s website under the Investors menu at www.ampcopgh.com.

About Ampco-Pittsburgh Corporation

Ampco-Pittsburgh Corporation manufactures and sells highly engineered, high-performance specialty metal products and customized equipment utilized by industry throughout the world. Through its operating subsidiary, Union Electric Steel Corporation, it is a leading producer of forged and cast rolls for the global steel and aluminum industry. It also manufactures open-die forged products that principally are sold to customers in the steel distribution market, oil and gas industry, and the aluminum and plastic extrusion industries. The Corporation is also a producer of air and liquid processing equipment, primarily custom-engineered finned tube heat exchange coils, large custom air handling systems, and centrifugal pumps. It operates manufacturing facilities in the United States, England, Sweden, Slovenia, and participates in three operating joint ventures located in China. It has sales offices in North and South America, Asia, Europe, and the Middle East. Corporate headquarters is located in Carnegie, Pennsylvania.

Non-GAAP Financial Measures

The Corporation presents non-GAAP adjusted income from continuing operations as a supplemental financial measure to GAAP financial measures regarding the Corporation’s operational performance. This non-GAAP financial measure excludes unusual items affecting comparability, as described more fully in the footnotes to the attached “Non-GAAP Financial Measures Reconciliation Schedule,” including the Impairment Charge, the Restructuring-Related Costs, the Excess Costs of Avonmore, and the Proceeds from Business Interruption Insurance Claim, which the Corporation believes are not indicative of its core operating results. A reconciliation of this non-GAAP financial measure to income (loss) from continuing operations, the most directly comparable GAAP financial measure, is provided below under “Non-GAAP Financial Measures Reconciliation Schedule.”

The Corporation has presented non-GAAP adjusted income from continuing operations because it is a key measure used by the Corporation’s management and Board of Directors to understand and evaluate the Corporation’s operating performance and to develop operational goals for managing the business. Management believes this non-GAAP financial measure provides useful information to investors and others in understanding and evaluating the operating results of the Corporation, enhancing the overall understanding of the Corporation’s past performance and future prospects, and allowing for greater transparency with respect to key financial metrics used by management in its financial and operational decision-making. Non-GAAP adjusted income from continuing operations should be used only as a supplement to GAAP information, in conjunction with the Corporation’s condensed consolidated financial statements prepared in accordance with GAAP, and should not be considered in isolation of, or as an alternative to, measures prepared in accordance with GAAP. There are limitations related to the use of non-GAAP adjusted income from continuing operations rather than GAAP income (loss) from continuing operations. Among other things, the Excess Costs of Avonmore, which are excluded from the non-GAAP financial measure, necessarily reflect judgments made by management in allocating manufacturing and operating costs between Avonmore and the Corporation’s other operations and in anticipating how the Corporation will conduct business following the sale of Avonmore, which was completed on September 30, 2019.

Forward-Looking Statements

The Private Securities Litigation Reform Act of 1995 (the “Act”) provides a safe harbor for forward-looking statements made by or on behalf of Ampco-Pittsburgh Corporation (the “Corporation”). This press release may include, but is not limited to, statements about operating performance, trends, events that the Corporation expects or anticipates will occur in the future, statements about sales and production levels, restructurings, the impact from global pandemics (including COVID-19), profitability and anticipated expenses, future proceeds from the exercise of outstanding warrants, and cash outflows. All statements in this document other than statements of historical fact are statements that are, or could be, deemed “forward-looking statements” within the meaning of the Act and words such as “may,” “intend,” “believe,” “expect,” “anticipate,” “estimate,” “project,” “forecast” and other terms of similar meaning that indicate future events and trends are also generally intended to identify forward-looking statements. Forward-looking statements speak only as of the date on which such statements are made, are not guarantees of future performance or expectations, and involve risks and uncertainties. For the Corporation, these risks and uncertainties include, but are not limited to: cyclical demand for products and economic downturns; excess global capacity in the steel industry; increases in commodity prices or shortages of key production materials; consequences of global pandemics (including COVID-19); new trade restrictions and regulatory burdens associated with “Brexit”; inability of the Corporation to successfully restructure its operations; limitations in availability of capital to fund the Corporation’s operations and strategic plan; inability to satisfy the continued listing requirements of the New York Stock Exchange or NYSE American; potential attacks on information technology infrastructure and other cyber-based business disruptions; and those discussed more fully elsewhere in this report and in documents filed with the Securities and Exchange Commission by the Corporation, particularly in Item 1A, Risk Factors, in Part I of the Corporation’s latest Annual Report on Form 10-K, and Part II of the Quarterly Report on Form 10-Q. The Corporation cannot guarantee any future results, levels of activity, performance or achievements. In addition, there may be events in the future that the Corporation may not be able to predict accurately or control which may cause actual results to differ materially from expectations expressed or implied by forward-looking statements. Except as required by applicable law, the Corporation assumes no obligation, and disclaims any obligation, to update forward-looking statements whether as a result of new information, events or otherwise.

 

AMPCO-PITTSBURGH CORPORATION

FINANCIAL SUMMARY

(in thousands except per share amounts)

 

Three Months Ended

September 30

 

Nine Months Ended

September 30,

 

 

2020

 

 

 

2019

 

 

2020

 

 

2019

 

 

Sales

$

75,674

 

$

90,872

 

$

241,515

$

300,885

 

 

 

 

 

 

Cost of products sold

 

 

 

 

(excl. depreciation and amortization)

 

59,461

 

 

75,475

 

 

189,604

 

250,232

 

Selling and administrative

 

11,445

 

 

12,365

 

 

33,474

 

40,179

 

Depreciation and amortization

 

4,511

 

 

4,502

 

 

13,863

 

14,411

 

Impairment charge

 

 

 

 

 

 

10,082

 

Loss (gain) on disposal of assets

 

79

 

 

(130

)

 

131

 

(67

)

Total operating expenses

 

75,496

 

 

92,212

 

 

237,072

 

314,837

 

 

 

 

 

 

Income (loss) from continuing operations

 

178

 

 

(1,340

)

 

4,443

 

(13,952

)

Other income (expense) – net

 

1,690

 

 

546

 

 

609

 

1,673

 

 

 

 

 

 

Income (loss) from continuing operations before income taxes

 

1,868

 

 

(794

)

 

5,052

 

(12,279

)

 

Income tax (provision) benefit

 

(630

)

 

(429

)

 

1,649

 

(1,716

)

 

 

 

 

 

Net income (loss) from continuing operations

 

1,238

 

 

(1,223

)

 

6,701

 

(13,995

)

Loss from discontinued operations, net of tax

 

 

 

(3,398

)

 

 

(9,031

)

Net income (loss)

 

1,238

 

 

(4,621

)

 

6,701

 

(23,026

)

 

 

 

 

 

Less: Net income attributable to noncontrolling interest

 

270

 

 

434

 

 

923

 

1,035

 

Net income (loss) attributable to Ampco-Pittsburgh

$

968

 

$

(5,055

)

$

5,778

$

(24,061

)

 

 

 

 

 

 

 

 

 

 

Net income (loss) from continuing operations per share attributable to Ampco-Pittsburgh common shareholders:

 

 

 

 

Basic

$

0.07

 

$

(0.13

)

$

0.45

$

(1.19

)

Diluted

$

0.07

 

$

(0.13

)

$

0.43

$

(1.19

)

Loss from discontinued operations, net of tax, per share attributable to Ampco-Pittsburgh common shareholders:

 

 

 

 

Basic

$

 

$

(0.27

)

$

$

(0.72

)

Diluted

$

 

$

(0.27

)

$

$

(0.72

)

Net income (loss) per share attributable to Ampco-Pittsburgh common shareholders

Basic

$

0.07

 

$

(0.40

)

$

0.45

$

(1.91

)

Diluted

$

0.07

 

$

(0.40

)

$

0.43

$

(1.91

)

 

Weighted-average number of common shares outstanding

Basic

 

13,343

 

 

12,640

 

 

12,915

 

12,572

 

Diluted

 

14,454

 

 

12,640

 

 

13,585

 

12,572

 

 

AMPCO-PITTSBURGH CORPORATION

SEGMENT INFORMATION

(in thousands)

 

Three Months Ended

September 30,

 

Nine Months Ended

September 30,

 

 

2020

 

 

 

2019

 

 

 

2020

 

 

 

2019

 
Net Sales

Forged and Cast Engineered Products

$

54,499

 

$

67,452

 

$

173,723

 

$

231,299

 

Air and Liquid Processing

 

21,175

 

 

23,420

 

 

67,792

 

 

69,586

 

Consolidated

$

75,674

 

$

90,872

 

$

241,515

 

$

300,885

 

 

 

Income (Loss) from Continuing Operations:

Forged and Cast Engineered Products

$

1,301

 

$

(437

)

$

5,434

 

$

(10,640

)

Air and Liquid Processing

 

2,261

 

 

2,280

 

 

7,691

 

 

7,371

 

Corporate costs

 

(3,384

)

 

(3,183

)

 

(8,682

)

 

(10,683

)

Consolidated

$

178

 

$

(1,340

)

$

4,443

 

$

(13,952

)

 

AMPCO-PITTSBURGH CORPORATION

NON-GAAP FINANCIAL MEASURES RECONCILIATION SCHEDULE

(in thousands)

As described under “Non-GAAP Financial Measures” above, the Corporation presents non-GAAP adjusted income (loss) from continuing operations as a supplemental financial measure to GAAP financial measures. The following is a reconciliation of this non-GAAP financial measure to income (loss) from continuing operations, the most directly comparable GAAP financial measure, for the three and nine months ended September 30, 2020, and 2019, respectively:

 

Three Months Ended

September 30,

 

Nine Months Ended

September 30,

 
 

2020

 

 

2019

 

 

 

2020

 

 

 

2019

 

 

Income (loss) from continuing operations, as reported (GAAP)

 

$

178

 

$

(1,340

)

 

$

4,443

 

 

$

(13,952

)

Impairment Charge (1)

 

 

 

 

 

 

 

 

 

 

10,082

 

Restructuring-Related Costs (2)

 

 

 

 

561

 

 

 

 

 

 

1,653

 

Excess Costs of Avonmore (3)

 

 

 

 

685

 

 

 

 

 

 

4,572

 

Bad Debt Expense (4)

 

 

 

 

 

 

 

 

 

 

1,366

 

Proceeds from Business Interruption Insurance Claim (5)

 

 

 

 

 

 

 

(769

)

 

 

 

Income (loss) from continuing operations, as adjusted (Non-GAAP)

 

$

178

 

$

(94

)

 

$

3,674

 

 

$

3,721

 

(1)

Represents an impairment charge to record the Avonmore plant to its estimated net realizable value less costs to sell in anticipation of its sale, which was completed in 2019.

(2)

Represents professional fees associated with the Corporation’s overall restructuring plan and employee severance costs due to reductions in force.

(3)

Represents estimated net operating costs not expected to continue after the sale of the Avonmore plant, which was completed in 2019. The estimated temporary excess costs include judgments made by management in allocating manufacturing and operating costs between Avonmore and the Corporation’s other operations and in anticipating how it will conduct business following the sale of the Avonmore plant.

(4)

Represents bad debt expense for a cast roll customer who filed for bankruptcy during the second quarter of 2019.

(5)

Represents business interruption insurance proceeds received for equipment outages that occurred in 2018.

 

Michael G. McAuley

Senior Vice President, Chief Financial Officer and Treasurer

(412) 429-2472

[email protected]

KEYWORDS: Pennsylvania United States North America

INDUSTRY KEYWORDS: Construction & Property Oil/Gas Other Manufacturing Energy Steel Building Systems Engineering Manufacturing

MEDIA:

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GFL Environmental Inc. Prices Upsized Private Offering of Senior Notes

PR Newswire

VAUGHAN, ON, Nov. 16, 2020 /PRNewswire/ – GFL Environmental Inc. (NYSE: GFL) (TSX: GFL) (“GFL”) today announced the pricing of US$500.0 million in aggregate principal amount of 4.000% senior notes due 2028 (the “Notes”) in a transaction that was significantly oversubscribed. The offering was upsized by US$100.0 million over the previously announced offering size of US$400.0 million. The Notes will be issued at 99.171%.  GFL intends to use the net proceeds from the offering of the Notes (the “Notes Offering”) to redeem all of GFL’s outstanding US$405.0 million aggregate principal amount of 7.000% Senior Notes due 2026 (the “2026 Unsecured Notes”) and to pay related fees, premiums and accrued and unpaid interest on the 2026 Unsecured Notes.  Any remaining proceeds will be used to repay borrowings under GFL’s revolving credit facility.

The Notes being offered by GFL in the Notes Offering have not been, and will not be, registered under the Securities Act of 1933, as amended (the “Securities Act”), and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements. The Notes are being offered only to qualified institutional buyers under Rule 144A and outside the United States in compliance with Regulation S under the Securities Act. In Canada, the Notes are to be offered and sold on a private placement basis in certain provinces of Canada.

This release shall not constitute an offer to sell or a solicitation of an offer to buy any security, nor shall there be any offer, solicitation or sale of any security in any state or jurisdiction in which such an offer, solicitation, or sale would be unlawful.

About GFL

GFL, headquartered in Vaughan, Ontario, is the fourth largest diversified environmental services company in North America, providing a comprehensive line of non-hazardous solid waste management, infrastructure & soil remediation and liquid waste management services through its platform of facilities throughout Canada and in 27 states in the United States. Across its organization, GFL has a workforce of more than 13,000 employees and provides its broad range of environmental services to more than 135,000 commercial and industrial customers and its solid waste collection services to more than 4 million households.

Forward-Looking Information

This release includes certain “forward-looking statements”, including statements relating to the potential for an offering and issuance of the Notes by GFL and the use of proceeds therefrom. In some cases, but not necessarily in all cases, forward-looking statements can be identified by the use of forward looking terminology such as “plans”, “targets”, “expects” or “does not expect”, “is expected”, “an opportunity exists”, “is positioned”, “estimates”, “intends”, “assumes”, “anticipates” or “does not anticipate” or “believes”, or variations of such words and phrases or state that certain actions, events or results “may”, “could”, “would”, “might”, “will” or “will be taken”, “occur” or “be achieved”. In addition, any statements that refer to expectations, projections or other characterizations of future events or circumstances contain forward-looking statements. Forward-looking statements are not historical facts, nor guarantees or assurances of future performance but instead represent management’s current beliefs, expectations, estimates and projections regarding future events and operating performance. Forward-looking statements are necessarily based on a number of opinions, assumptions and estimates that, while considered reasonable by GFL as of the date of this release, are subject to inherent uncertainties, risks and changes in circumstances that may differ materially from those contemplated by the forward-looking statements. Important factors that could cause actual results to differ, possibly materially, from those indicated by the forward-looking statements include, but are not limited to, the “Risk Factors” section of the Company’s final prospectus relating to its initial public offering dated March 2, 2020 and the Company’s other periodic filings with the SEC and the securities commissions or similar regulatory authorities in Canada. These factors are not intended to represent a complete list of the factors that could affect GFL. However, such risk factors should be considered carefully. There can be no assurance that such estimates and assumptions will prove to be correct. You should not place undue reliance on forward-looking statements, which speak only as of the date of this release. GFL undertakes no obligation to publicly update any forward-looking statement, except as required by applicable securities laws.

For more information, contact:

Patrick Dovigi

Founder and CEO
905-326-0101
[email protected]

Cision View original content to download multimedia:http://www.prnewswire.com/news-releases/gfl-environmental-inc-prices-upsized-private-offering-of-senior-notes-301174066.html

SOURCE GFL Environmental Inc.

Kaman Appoints Two New Members to Its Board of Directors

Kaman Appoints Two New Members to Its Board of Directors

BLOOMFIELD, Conn.–(BUSINESS WIRE)–
Kaman Corporation (NYSE:KAMN) today announced that its Board of Directors has appointed Michelle J. Lohmeier and Aisha M. Barry as directors, effective immediately. The appointments increase the size of the Board to eleven directors. Mses. Lohmeier and Barry’s initial term will expire at the Company’s 2021Annual Meeting of Shareholders. The Board also appointed Ms. Lohmeier to serve on its Audit and Finance Committees and Ms. Barry to serve on its Compensation Committee.

“I welcome Michelle and Aisha to our Board of Directors and am pleased that they have joined us. Michelle enjoys an impressive background with operational experience as an aerospace business leader, and Aisha enjoys an equally impressive background with leadership roles in both industrial and medical markets. Their perspectives will be extremely valuable to our organization and help drive our future growth” stated Neal J. Keating, Executive Chairman.

Ms. Lohmeier currently serves as Strategic Advisor to the CEO of Spirit AeroSystems, Inc., a position she has held since 2019. She previously served as Senior Vice President and General Manager of Airbus Programs at Spirit AeroSystems. Prior to joining Spirit AeroSystems, Ms. Lohmeier held several positions of increasing responsibility during a 30 year career at the Raytheon Company, her last position being Vice President of the Land Warfare Systems product line at Raytheon Missile Systems. In that position, Ms. Lohmeier had responsibility for the development and production of all Army and U.S. Marine Corps missile programs. Previously, Ms. Lohmeier was the program director for the design, development and production implementation of the Standard Missile-6 weapon system for the U.S. Navy. She began her career with Hughes Aircraft Company as a system test engineer. Ms. Lohmeier earned a bachelor’s degree and a master’s degree in systems engineering from the University of Arizona. She also serves as a director of Mistras Group Inc., a technology-enabled solutions provider where she has served on the Compensation Committee since May 2019.

Ms. Barry currently serves as the Vice President and General Manager, Patient Monitoring Category Leader, of Koninklijke Philips N.V., which operates as a health technology company worldwide. In this role since February 2020, Ms. Barry is responsible for operations of the Acute Care Monitoring and Information Systems segments. Ms. Barry is an experienced health care general manager with a strong track record of building businesses and introducing new and innovative products. Prior to joining Philips, Ms. Barry was with Medtronic where she was most recently the Vice President and General Manager of the Patient Management business within the Cardiac Rhythm and Heart Failure category. Joining Medtronic in 2016, Ms. Barry led the transformation of remote monitoring for patients with implanted cardiac devices, towards an integrated digital health care platform, including the launch of MvCareLink Heart™ patient app and the SmartSync Device Manager™. Prior to joining Medtronic, Ms. Barry worked at Procter and Gamble for 13 years where she held key product development and marketing positions. She later joined Deere and Company where she held positions of increasing responsibility in operations. Ms. Barry earned a BS degree in Chemical Engineering from The Ohio State University and an MBA from the Tuck School of Business, Dartmouth College.

About Kaman Corporation

Kaman Corporation, founded in 1945 by aviation pioneer Charles H. Kaman, and headquartered in Bloomfield, Connecticut conducts business in the aerospace & defense, industrial and medical markets. Kaman produces and markets proprietary aircraft bearings and components; super precision, miniature ball bearings; proprietary spring energized seals, springs and contacts; complex metallic and composite aerostructures for commercial, military and general aviation fixed and rotary wing aircraft; safe and arming solutions for missile and bomb systems for the U.S. and allied militaries; subcontract helicopter work; restoration, modification and support of our SH-2G Super Seasprite maritime helicopters; manufacture and support of our K-MAX® manned and unmanned medium-to-heavy lift helicopters. More information is available at www.kaman.com.

James G. Coogan

VP, Investor Relations and Business Development

(860) 243-6342

[email protected]

KEYWORDS: Connecticut United States North America

INDUSTRY KEYWORDS: Contracts Defense Aerospace Manufacturing

MEDIA:

New Concept Energy, Inc. Reports Third Quarter 2020 Results

New Concept Energy, Inc. Reports Third Quarter 2020 Results

DALLAS–(BUSINESS WIRE)–
New Concept Energy, Inc. (NYSE American: GBR), ( the “Company” or “NCE”) a Dallas-based company, today reported net income for the three months ended September 30, 2020 of $2,182,000 or ($0.43) per share, compared to a net loss of $2,320,000 or ($0.45) per share for the three months ended September 30, 2019.

For the three months ended September 30, 2020, the Company recorded net revenue from continuing operations of $82,000 and net income from discontinued operations of $2,100,000. For the three months ended September 30, 2019, the Company recorded $22,000 from continuing operations and a loss of $2,342,000 from discontinued operations.

On August 31, 2020 the Company sold its entire oil and gas operation for $85,000 to an independent third party. In prior years the Company has accrued a liability of $2,745,000 to plug and abandon the existing wells. This obligation was assumed by the buyer. Upon the sale of the wells the Company recorded a gain of $2,138,000.

In September 2019 the Company wrote down the accounting value of its oil and gas reserves by $2,285,000.

For the three months ended September 30, 2020 the Company reported other income of $84,000 which represents a tax refund for taxes paid in prior years.

The Company continues to own approximately 190 acres of land located in Parkersburg West Virginia. Located on the land are four structures totaling approximately 53,000 square feet. Of this total area the main industrial / office building contains approximately 24,800 square feet of which approximately 16,000 square feet is leased at a rate of $101,000 per annum.

NEW CONCEPT ENERGY, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS 

(unaudited) 

(dollars in thousands, except par value amount)
   September 30,
2020
December 31,
2019
   (unaudited) (audited)
Assets
  
Current assets
 Cash and cash equivalents

 $

                       42

 

 $

                      22

 Current portion notes receivable (including $3,578 and $4,005 due to related parties in 2020 and 2019)

 

                     3,618

 

 

                    4,046

 Other current assets

 

                        104

 

 

                         –  

Total current assets

 

                     3,764

 

 

                    4,068

     
        
Property and equipment, net of depreciation      
 Land, buildings and equipment 

 

                        659

 

 

                       668

     
Assets held for sale

 

                          –  

 

 

                       840

 
Other  assets 

 

                        181

 

 

                       214

       
Total assets

 $

                  4,604

 

 $

                 5,790

 

NEW CONCEPT ENERGY, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS – CONTINUED
(unaudited) 
(dollars in thousands, except par value amount)
 
September 30,
 2020
December 31,
 2019
 
Liabilities and stockholders’ equity    
    
Current liabilities    
    Accounts payable  (includes $32 and $180 due to related parties in 2020 and 2019)

 $

                         39

 

 $

                    226

 

    Accrued expenses 

 

                            18

 

 

                         20

 

    Current portion of long term debt

 

                            40

 

 

                         44

 

Total current liabilities

 

                            97

 

 

 

                       290

 

      
Long-term debt          
    Notes payable less current portion

 

                          150

 

 

 

                       177

 

   
 Liabilities of assets held for sale

 

                            –

 

 

 

                    2,914

 

   
Total liabilities

 

                          247

 

 

 

                    3,381

 

            
Stockholders’ equity          
    Preferred stock, Series B

 

                              1

 

 

 

                          1

 

Common stock, $.01 par value; authorized, 100,000,000 shares; issued and outstanding, 5,131,934 shares at September 30, 2020 and December 31, 2019

 

                            51

 

 

 

                         51

 

    Additional paid-in capital

 

                     63,579

 

 

 

                  63,579

 

    Accumulated deficit

 

                    (59,274

)

 

 

                 (61,222

)

            
Total Shareholder Equity

 

                       4,357

 

 

 

                    2,409

 

            
Total liabilities & equity

 $

                    4,604

 

 $

                 5,790

 

 

NEW CONCEPT ENERGY, INC AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF OPERATIONS
(unaudited)
(amounts in thousands, except per share data)
 
For the Three Months ended September 30,  For the Nine Months ended September 30, 

 

2020

 

 

2019

 

 

2020

 

 

2019

 

Revenue      
Rent

 $

           25

 

 

 $

               25

 

 

 $

          76

 

 

 $

             76

 

        
        
Operating expenses      
Operating expenses

 

15

 

 

17

 

 

46

 

 

53

 

Corporate general and administrative

 

65

 

 

92

 

 

296

 

 

314

 

Total operating expenses

 

80

 

 

109

 

 

342

 

 

 

367

 

    Operating loss

 

(55

)

 

(84

)

 

(266

)

 

(291

)

       
          
Other income (expense)
Interest income from related parties

 

54

 

 

60

 

 

172

 

 

180

 

Interest Income from third parties

 

3

 

 

3

 

 

12

 

 

12

 

Interest expense

 

(3

)

 

(3

)

 

(9

)

 

(12

)

 Income other

 

83

 

 

46

 

 

83

 

 

199

 

Other income

 

137

 

 

106

 

 

258

 

 

379

 

 
Net income (loss) from continuing operations

 

82

 

 

 

22

 

 

 

(8

)

 

 

88

 

 
Discontinued Operations
Gain (loss) from discontinued operations 

 

(38

)

 

(2,342

)

 

(182

)

 

(2,423

)

Gain (loss) from disposal of Oil & Gas Operations

 

2,138

 

 

 

               –

 

 

 

2,138

 

 

 

                –

 

 

2,100

 

 

         (2,342

)

 

1,956

 

 

          (2,423

)

   
Net income  (loss) applicable to common shares

 

2,182

 

 

(2,320

)

 

1,948

 

 

(2,335

)

             
Net income (loss) per common share-basic and diluted

 $

        0.43

 

 

 $

          (0.45

)

 

 $

          0.38

 

 

 $

           (0.45

)

 
 
Weighted average common and equivalent shares outstanding – basic

 

5,132

 

 

5,132

 

 

5,132

 

 

5,132

 

 

New Concept Energy Inc.

Investor Relations

Gene Bertcher, (800) 400-6407

[email protected]

KEYWORDS: Texas United States North America

INDUSTRY KEYWORDS: Oil/Gas Energy

MEDIA:

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Baidu to Acquire JOYY’s Live Streaming Business in China

GUANGZHOU, China, Nov. 17, 2020 (GLOBE NEWSWIRE) — JOYY Inc. (Nasdaq: YY) (“JOYY” or the “Company”), a global video-based social media platform, today announced that the Company entered into definitive agreements with Baidu, Inc. (Nasdaq: BIDU) (“Baidu”). Pursuant to the agreements, Baidu will acquire JOYY’s domestic video-based entertainment live streaming business (“YY Live”), which includes the YY mobile app, YY.com website, and PC YY, among others, for an aggregate purchase price of approximately US$3.6 billion in cash, subject to certain adjustments. The closing of the transaction is subject to certain conditions and is currently expected to occur in the first half of 2021.

Mr. David Xueling Li, Chairman and Chief Executive Officer of the Company, commented, “As a pioneer in China’s live streaming industry, JOYY has been deeply engaged in the live streaming business for many years. YY Live is a leading pan-entertainment live streaming platform in China and thus possesses a comprehensive system of operational procedures as well as a full range of domain expertise related to the development of live streaming ecosystems, innovation of live streaming technologies, content operations, monetization features, and systems for host incubation and host development. As the largest integrated information and knowledge-focused internet service provider in China, Baidu has built an extensive mobile internet ecosystem covering one billion monthly active users, including over 200 million daily active mobile users on its Baidu app alone. This transaction will allow YY Live to access Baidu’s massive user traffic, boost its business growth, and enhance its ecosystem’s monetization capabilities to unleash greater value in a larger ecosystem.”

About JOYY Inc.

JOYY Inc. is a global social media platform. The Company’s highly engaged users contribute to a vibrant social community by creating, sharing, and enjoying a vast range of entertainment content and activities. JOYY enables users to interact with each other in real time through online live media and offers users a uniquely engaging and immersive entertainment experience. JOYY owns Bigo, a fast-growing global tech company headquartered in Singapore. Bigo owns several popular video based social platforms including Bigo Live, a leading global live streaming platform outside China; Likee, a leading global short-form video social platform; and video communication service and others. JOYY has created an online community for global video and live streaming users. JOYY Inc. was listed on the NASDAQ in November 2012.

Investor Re
lations Contact

JOYY Inc.
Tel: +86 (20) 8212-0000
Email: [email protected]

Safe Harbor Statement

This announcement contains forward-looking statements. These statements are made under the “safe harbor” provisions of the U.S. Private Securities Litigation Reform Act of 1995. These forward-looking statements can be identified by terminology such as “will,” “expects,” “anticipates,” “future,” “intends,” “plans,” “believes,” “estimates” and similar statements. Among other things, the business outlook and quotations from management in this announcement, as well as JOYY’s strategic and operational plans, contain forward-looking statements. JOYY may also make written or oral forward-looking statements in its periodic reports to the U.S. Securities and Exchange Commission (“SEC”), in its annual report to shareholders, in press releases and other written materials and in oral statements made by its officers, directors or employees to fourth parties. Statements that are not historical facts, including statements about JOYY’s beliefs and expectations, are forward-looking statements. Forward-looking statements involve inherent risks and uncertainties. A number of factors could cause actual results to differ materially from those contained in any forward-looking statement, including but not limited to the following: JOYY’s goals and strategies; JOYY’s future business development, results of operations and financial condition; the expected growth of the online communication social platform market in China; the expectation regarding the rate at which to gain active users, especially paying users; JOYY’s ability to monetize the user base; fluctuations in general economic and business conditions in China; the impact of the COVID-19 to JOYY’s business operations and the economy in China and elsewhere generally; and assumptions underlying or related to any of the foregoing. Further information regarding these and other risks is included in JOYY’s filings with the SEC. All information provided in this press release and in the attachments is as of the date of this press release, and JOYY does not undertake any obligation to update any forward-looking statement, except as required under applicable law.