Market Newsdesk

November 12, 2020 5:23 pm

Income Opportunity Realty Investors, Inc. Reports Third Quarter 2020 Results

Income Opportunity Realty Investors, Inc. Reports Third Quarter 2020 Results

DALLAS–(BUSINESS WIRE)–
Income Opportunity Realty Investors, Inc. (NYSE American: IOR), a Dallas-based real estate investment company, today reported results of operations for the third quarter ended September 30, 2020.

For the three months ended September 30, 2020, the Company reported net income of $761 thousand or $0.18 per diluted share, as compared to $1.0 million or $0.25 per diluted share for the same period in 2019.

Our primary business is investing in real estate and mortgage note receivables.

Expenses

General and administrative expenses were $94 thousand for the three months ended September 30, 2020. This represents a decrease of $5 thousand, compared to general and administrative expenses of $99 thousand for the three months ended September 30, 2019. This decrease was primarily driven by a decrease in professional fees.

Advisory fees were $194 thousand for the three months ended September 30, 2020 compared to $186 thousand for the same period in 2019 for an increase of $8 thousand. Advisory fees are computed based on a gross asset fee of 0.0625% per month (0.75% per annum) of the average of the gross asset value.

Net income fee to related party was $51 thousand for the three months ended September 30, 2020. This represents a decrease of $32 thousand, compared to the net income fee of $83 thousand for the three months ended September 30, 2019. The net income fee paid to our Advisor is calculated at 7.5% of net income.

Other income (expense)

Interest income decreased to $1.3 million for the three months ended September 30, 2020 compared to $1.7 million for the same period in 2019. The decrease of $400 thousand was primarily due to a decrease in the prime interest rate used to calculate interest on the receivable amount owed from our Advisor and other related parties.

About Income Opportunity Realty Investors, Inc.

Income Opportunity Realty Investors, Inc., a Dallas-based real estate investment company, holds a portfolio of equity real estate in Texas, including undeveloped land. The Company invests in real estate through direct equity ownership and partnerships. For more information, visit the Company’s website at www.incomeopp-realty.com.


INCOME OPPORTUNITY REALTY INVESTORS, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
	Three Months Ended September 30,						Nine Months Ended September 30,
	2020			2019			2020			2019
	(dollars in thousands, except per share amounts)

Expenses:
General and administrative (including $190 and $209 for the nine months ended 2020 and 2019, respectively, to related parties)	$	94		$	99		$	361		$	407
Net income fee to related party		51			83			249			273
Advisory fee to related party		194			186			574			550
Total operating expenses		339			368			1,184			1,230
Net operating loss		(339	)		(368	)		(1,184	)		(1,230	)

Other income (expenses):
Interest income from related parties		1,302			1,672			4,071			4,991
Other Income		–			–			742			147
Total other income		1,302			1,672			4,813			5,138
Income before income taxes		963			1,304			3,629			3,908
Income tax expense		202			274			762			821
Net income	$	761		$	1,030		$	2,867		$	3,087

Earnings per share – basic and diluted
Net income	$	0.18		$	0.25		$	0.69		$	0.74

Weighted average common shares used in computing earnings per share		4,168,214			4,168,214			4,168,214			4,168,214


INCOME OPPORTUNITY REALTY INVESTORS, INC.
CONSOLIDATED BALANCE SHEETS

	September 30,			December 31,
	2020			2019
	(Unaudited)			(Audited)
	(dollars in thousands, except par value amount)
Assets
Notes and interest receivable from related parties	$	13,577		$	14,030
Total notes and interest receivable		13,577			14,030
Cash and cash equivalents		58			5
Receivable and accrued interest from related parties		89,475			86,221
Total assets	$	103,110		$	100,256

Liabilities and Shareholders’ Equity
Liabilities:
Accounts payable and other liabilities	$	1		$	14
Total liabilities		1			14
Shareholders’ equity:
Common stock, $0.01 par value, authorized 10,000,000 shares; issued 4,173,675 and outstanding 4,168,214 shares in 2020 and 2019		42			42
Treasury stock at cost, 5,261 shares in 2020 and 2019		(39	)		(39	)
Paid-in capital		61,955			61,955
Retained earnings		41,151			38,284
Total shareholders’ equity		103,109			100,242
Total liabilities and shareholders’ equity	$	103,110		$	100,256

View source version on businesswire.com: https://www.businesswire.com/news/home/20201112006108/en/

Income Opportunity Realty Investors, Inc.

Investor Relations

Gene Bertcher (800) 400-6407

[email protected]

KEYWORDS: United States North America Texas

INDUSTRY KEYWORDS: REIT Finance Other Construction & Property Professional Services Construction & Property

MEDIA:

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November 12, 2020 5:21 pm

Urovant Sciences Enters Into Definitive Agreement for Sumitovant Biopharma to Acquire All Outstanding Shares

Urovant Sciences Enters Into Definitive Agreement for Sumitovant Biopharma to Acquire All Outstanding Shares

Urovant Sciences Shareholders to Receive $16.25 per share in cash
Urovant Special Independent Committee of the Board Unanimously Recommends that all Shareholders Vote in Favor of the Transaction
Agreement Represents Confidence in Urovant’s Future Success
Transaction expected to be completed in Q1 2021, subject to approval by a majority of minority shareholders

IRVINE, Calif. & BASEL, Switzerland–(BUSINESS WIRE)–
Urovant Sciences (Nasdaq: UROV) announced today that it has entered into a definitive agreement in which Sumitovant Biopharma will acquire Urovant Sciences for $16.25 per share or approximately $584 million in total equity value on a fully diluted basis in an all-cash merger. The price represents a 96% premium over Urovant’s closing share price of $8.28 on November 12, 2020 and a premium of 92% to Urovant’s 30-day volume weighted average share price on November 12, 2020. Sumitovant is currently Urovant’s largest shareholder with approximately 72% equity ownership of the company.

The offer was accepted by a special independent committee of the Urovant Board of Directors and was unanimously approved by the boards of directors of Urovant and Sumitovant.

“After careful consideration and consultation with our financial advisors, the special committee of the Urovant Board of Directors has found that Sumitovant’s offer represents exceptional value for shareholders,” said Pierre Legault, lead independent member of the Urovant Board of Directors and chairman of the special committee.

“Our business is growing, and we remain focused on the potential opportunity to launch vibegron in 2021, pending FDA approval,” said James Robinson, president and chief executive officer of Urovant Sciences. “Sumitovant is our largest investor, and we have been partnering closely with them on plans to efficiently launch vibegron and achieve scale as quickly as possible. We believe that this investment represents a vote of confidence in Urovant’s future success and will put us in an even stronger position to bring vibegron to market as a new treatment option for patients with overactive bladder and to continue advancing our promising development pipeline.”

Lazard is acting as exclusive financial advisor to the special committee of Urovant’s board of directors and O’Melveny & Myers is serving as the special committee’s legal counsel. Citi is acting as exclusive financial advisor to Sumitovant and Jones Day is serving as Sumitovant’s legal counsel.

Transaction Details

Under the terms of the agreement, a wholly owned subsidiary of Sumitovant will merge with and into Urovant with Urovant surviving the merger as a wholly owned subsidiary of Sumitovant. In the merger all outstanding shares of Urovant stock (other than those held by Sumitovant) will be cancelled and converted into the right to receive $16.25 per share. The closing of the merger is subject to certain limited customary conditions, including the approval of a majority of the minority shareholders. The transaction is expected to close in the first quarter of 2021, subject to approval by the minority shareholders.

Following the transaction, Urovant will become a wholly owned subsidiary of Sumitovant, with the flexibility to continue investing in the development and launch of leading-edge urology products for patients with high unmet medical need. The company will continue to be based in Irvine, California.

The company continues to expect FDA action on its New Drug Application submission for vibegron in the U.S. by December 26, 2020.

About Urovant Sciences

Urovant Sciences is a clinical-stage biopharmaceutical company focused on developing and commercializing innovative therapies for urologic conditions. The Company’s lead product candidate, vibegron, is an oral, once-daily small molecule beta-3 agonist that is being evaluated for overactive bladder (OAB). Urovant Sciences reported positive data from the vibegron 12-week, Phase 3 pivotal EMPOWUR study and demonstrated favorable longer-term efficacy, safety, and tolerability in a 40-week extension study. The Company submitted a New Drug Application to the FDA seeking approval of vibegron for the treatment of patients with OAB in December 2019. Vibegron is also being evaluated for treatment of OAB in men with benign prostatic hyperplasia (OAB+BPH) and for abdominal pain associated with irritable bowel syndrome (IBS). Urovant’s second product candidate, URO-902, is a novel gene therapy being developed for patients with OAB who have failed oral pharmacologic therapy. Urovant Sciences, a subsidiary of Sumitovant Biopharma Ltd., which is a wholly-owned subsidiary of Sumitomo Dainippon Pharma Co., Ltd., intends to develop novel treatments for additional urologic diseases. Learn more about us at www.urovant.com.

About Sumitovant Biopharma Ltd.

Sumitovant is a global biopharmaceutical company with offices in New York City and London. Sumitovant is a wholly owned subsidiary of Sumitomo Dainippon Pharma. Sumitovant is the majority shareholder of Myovant Sciences and Urovant Sciences, and wholly owns Enzyvant Therapeutics, Spirovant Sciences, and Altavant Sciences. Sumitovant’s promising pipeline is comprised of early-through late-stage investigational medicines across a range of disease areas targeting high unmet need. For further information about Sumitovant, please visit https://www.sumitovant.com.

About Sumitomo Dainippon Pharma Co., Ltd.

Sumitomo Dainippon Pharma is among the top-ten listed pharmaceutical companies in Japan, operating globally in major pharmaceutical markets, including Japan, the U.S., China, and the European Union. Sumitomo Dainippon Pharma is based on the merger in 2005 between Dainippon Pharmaceutical Co., Ltd., and Sumitomo Pharmaceuticals Co., Ltd. Today, Sumitomo Dainippon Pharma has more than 6,000 employees worldwide. Additional information about Sumitomo Dainippon Pharma is available through its corporate website at https://www.ds-pharma.com.

Additional Information and Where to Find It

This communication is being made in respect of the proposed transaction involving Urovant and Sumitovant. Urovant intends to file with the Securities and Exchange Commission (“SEC”) relevant materials, including a proxy statement on Schedule 14A in connection with the proposed transaction with Sumitovant, and Urovant and certain other persons, including Sumitovant, intend to file a Schedule 13E-3 transaction statement with the SEC. The definitive proxy statement and Schedule 13E-3 transaction statement will be sent or given to the shareholders of Urovant and will contain important information about the proposed transaction and related matters. UROVANT’S SECURITYHOLDERS ARE URGED TO READ THE PROXY STATEMENT REGARDING THE PROPOSED TRANSACTION, THE SCHEDULE 13E-3 AND ANY OTHER RELEVANT DOCUMENTS CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION. The proxy statement, Schedule 13E-3 and other relevant materials (when they become available), and any other documents filed by Urovant with the SEC, may be obtained free of charge at the SEC’s website, at www.sec.gov. In addition, securityholders of Urovant will be able to obtain free copies of the proxy statement and Schedule 13E-3 through the Investor Relations page of Urovant’s website, www.urovant.com, or by contacting Urovant’s Investor Relations Department by mail at Attention: Investor Relations, 5281 California Ave, Suite #100, Irvine, CA 92617, or by telephone at (949) 769-2706.

Participants in the Solicitation

Urovant, Sumitovant and their respective directors, executive officers and other members of management and certain of their respective employees may be deemed to be participants in the solicitation of proxies in connection with the proposed merger. Information about Urovant’s directors and executive officers is included in Urovant’s Annual Report on Form 10-K for the year ended March 31, 2020 filed with the SEC on June 19, 2020, and the proxy statement for Urovant’s annual meeting of shareholders for 2020, filed with the SEC on July 27, 2020. Additional information regarding these persons and their interests in the merger will be included in the proxy statement and Schedule 13E-3 relating to the proposed merger when they are filed with the SEC. These documents, when available, can be obtained free of charge from the sources indicated above.

Safe Harbor for Forward-looking Statements

This press release contains forward-looking statements. Forward-looking statements include all statements that are not historical statements of fact and statements regarding Urovant’s intent, belief or expectations and can be identified by words such as “anticipate,” “believe,” “can,” “continue,” “could,” “estimate,” “expect,” “intend,” “likely,” “may,” “might,” “objective,” “ongoing,” “plan,” “potential,” “predict,” “project,” “should,” “strive,” “to be,” “will,” “would,” or the negative or plural of these words or other similar expressions or variations, although not all forward-looking statements contain these identifying words. In this press release, forward-looking statements include, but are not limited to, statements regarding expectations about the proposed transaction involving Urovant and Sumitovant and statements regarding Urovant’s expectations for the commercialization of vibegron for the treatment of overactive bladder and plans and strategies for the clinical development of vibegron and other treatments for urologic diseases. Forward-looking statements are subject to risks and uncertainties that could cause actual results to differ materially and reported results should not be considered as an indication of future performance. Risks and uncertainties related to the proposed merger include, but are not limited to, the risk that the merger transaction does not close, due to the failure of one or more conditions to closing or otherwise; the risk that required Urovant shareholder approvals of the merger transaction will not be obtained or that such approvals will be delayed or conditioned beyond current expectations; risks related to the disruption of management time from ongoing business operations due to the proposed transaction and possible difficulties in maintaining customer, supplier, key personnel and other strategic relationships; and the possibility of unexpected costs, liabilities or litigation related to the proposed transaction. Additional risks and uncertainties related to Urovant and its business include, but are not limited to, Urovant’s dependence on the success of its lead product candidate, vibegron, including uncertainties regarding FDA approval; the failure to achieve the market acceptance necessary for commercial success for vibegron or any other product candidate; the success and cost of Urovant’s efforts to commercialize vibegron; the impact on Urovant’s business, financial results, results of operations and ongoing clinical trials from the effects of the COVID-19 pandemic; risks related to clinical trials, including uncertainties relating to the success of Urovant’s clinical trials for vibegron and URO-902 and any future therapy or product candidates; uncertainties surrounding the regulatory landscape that governs gene therapy products; Urovant’s dependence on Merck Sharp & Dohme Corp. and Ion Channel Innovations, LLC to have accurately reported results and collected and interpreted data related to vibegron and URO-902 prior to Urovant’s acquisition of the rights related to these product candidates; reliance on a single supplier for the enzyme used to manufacture vibegron; the ability to obtain, maintain, and enforce intellectual property protection for Urovant’s technology and products; risks related to significant competition from other biotechnology and pharmaceutical companies; Urovant’s ability to realize the anticipated benefits of the co-promotion agreement with Sunovion in the manner or timeline expected; and other risks and uncertainties listed in Urovant’s filings with the SEC, including under the heading “Risk Factors” in Urovant’s most recently filed Quarterly Report on Form 10-Q, as such risk factors may be amended, supplemented or superseded from time to time by other filings with the SEC. Given these risks and uncertainties, you should not place undue reliance on any forward-looking statements. These forward-looking statements are based on information available to Urovant as of the date of this press release and speak only as of the date of this release. Urovant disclaims any obligation to update these forward-looking statements, except as may be required by law.

View source version on businesswire.com: https://www.businesswire.com/news/home/20201112006107/en/

Investor inquiries:

Ryan Kubota

949.769.2706

[email protected]

Media inquiries:

Ryan Kubota

Urovant Sciences

[email protected]

949.769.2706

or

Jeff Winton

Jeff Winton Associates

[email protected]

908.872.2682

KEYWORDS: Switzerland United States Japan North America Asia Pacific Europe California

INDUSTRY KEYWORDS: Health Clinical Trials Research Pharmaceutical Science Biotechnology

MEDIA:

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November 12, 2020 5:18 pm

Lamar Advertising to appear at Nareit’s REITworld: 2020 Annual Conference

BATON ROUGE, La., Nov. 12, 2020 (GLOBE NEWSWIRE) — Lamar Advertising Company (Nasdaq: LAMR) today announced that Sean Reilly, Chief Executive Officer, and Jay Johnson, Chief Financial Officer, will be providing a company overview at Nareit’s REITworld: 2020 Annual Conference on Tuesday, November 17, 2020, at approximately 10:30 am (CT). The conference is being held virtually.

The presentation will be available on the Investor Relations section of Lamar’s website at www.lamar.com. Access to the conference webcast is available through REITworld registration at www.reit.com/events.

About Lamar Advertising Company

Founded in 1902, Lamar Advertising Company is one of the largest outdoor advertising companies in North America, with more than 357,500 displays across the United States and Canada. Lamar offers advertisers a variety of billboard, interstate logo, transit and airport advertising formats, helping both local businesses and national brands reach broad audiences every day. In addition to its more traditional out of home inventory, Lamar is proud to offer its customers the largest network of digital billboards in the United States with over 3,600 displays.

Company
Contact
:

Buster Kantrow
Director of Investor Relations
Lamar Advertising Company
(225) 926-1000
[email protected]

November 12, 2020 5:18 pm

Largo Resources Announces Solid Third Quarter 2020 Results Highlighted by its Successful Sales Strategy Implementation and Continued Low-cost Operations

Canada NewsWire

Except as otherwise set out herein, all amounts expressed are in thousands of
U.S. dollars, denominated by “$”

Q3 2020 Highlights

Solid financial position: Cash at September 30, 2020 totaled $74.9 million
Revenues of $27.5 million, an increase of 14% over Q3 2019
Revenues per pound sold⁷ of $5.37, a 34% increase over Q3 2019
Net income of $2.6 million vs. a net loss of $6.0 million in Q3 2019
Total sales exceeded production levels in August and September 2020 for the first time since commercial independence, highlighting successful implementation of the Company’s strategy
Cash provided (used) before working capital items of $4.8 million vs. cash used in Q3 2019 of $3.8 million
Record production of 3,092 tonnes (6.8 million pounds

¹

) of V₂O₅, an increase of 5.0% over Q3 2019
Record global V₂O₅ recovery rate

²

of 84.2% in Q3 2020, an increase of 8.0% over Q3 2019
Continued low-cost operations: Cash operating costs excluding royalties

³

of $3.14 per lb of V₂O₅, compared with $3.02 per lb in Q3 2019; Total cash costs³ were $3.69 per lb in Q3 2020

Other Significant Highlights

2020 cash cost guidance reduced: Cash operating cost excluding royalties³ guidance lowered to $2.60 – $2.80 / lb V₂O₅ from $3.05 – $3.25 / lb; Total cash cost³ guidance lowered to $3.20 to $3.40 / lb V₂O₅ from 3.45 – $3.65/ lb
Postponing cost-efficient nameplate capacity increase to Q1 2021: Planned kiln upgrades and cooler maintenance that will increase Largo’s production capacity by 10% with a CAPEX of only $1.3 million are postponed to Q1 2021 due to COVID-19 restrictions
Focus on safe business continuity: On track to meet lower end of 2020 production guidance with strong production results expected in Q4 2020; 2020 sales guidance maintained
2020 drilling program update: Drilling was ramped up in Q3 2020 with 14,007 metres (80 holes) completed

TORONTO, Nov. 12, 2020 /CNW/ – Largo Resources Ltd. (“Largo” or the “Company“) (TSX: LGO) (OTCQX: LGORF) is pleased to announce its third quarter 2020 financial and operating results highlighted by net income of $2.6 million and revenues of $27.5 million from vanadium pentoxide (“V₂O₅“) equivalent sales of 2,320 tonnes. The Company achieved a new quarterly V₂O₅ production record of 3,092 tonnes (6.8 million lbs¹) at the Maracás Menchen Mine in Q3 2020 and a new record global recovery rate² of 84.2%.

Paulo Misk, President and Chief Executive Officer for Largo, stated: “Our positive results in Q3 2020 reflect the notable dedication of the entire Largo team as we continue to advance our independent commercial sales strategy and deliver on our operational and sales targets. We are very pleased to report a profitable quarter in Q3 2020 with continued low cash operating costs excluding royalties³of $3.14 per lb and year-to-date cash operating costs excluding royalties³ of $2.70 per lb. Additionally, our independent sales strategy has proven beneficial for the Company in Q3 2020 highlighted by an increase of 34% in revenues per lb⁷ sold to $5.37 from $4.02 per lb sold in Q3 2019.” He continued: “Our liquidity position remains solid heading into the final stretch of 2020 and I am pleased to report that we expect to finish the year on a positive note both operationally and financially. 2020 has presented some challenges for Largo but I am very proud of the entire team who have been resilient during unprecedented times. Our integrated supply of vanadium from mine to customer remains one of the lowest costs and highest quality in the world. The future looks very bright for Largo as we expect an increase in vanadium consumption from rebar and steel applications due to new infrastructure spending and through the development of clean energy applications—both of which are aligned with our goal of contributing to a lower carbon future through the use of vanadium.”

A summary of the Company’s operational and financial performance in Q3 2020 is provided in the tables below.

Effective May 1, 2020, the Company’s Canadian and Irish entities have changed their functional currency to the U.S. dollar and the Company has changed its presentation currency from Canadian dollar to the U.S. dollar. Prior period comparative information is restated in U.S. dollars to reflect the change in presentation currency.

Financial

Three months ended

Nine months ended

September 30,

2020

September 30,

2019

September 30,

2020

September 30,

2019

Revenues

27,474

24,131

77,733

79,299

Operating costs

(20,977)

(23,673)

(56,786)

(70,271)

Direct mine and production costs

(11,354)

(16,691)

(31,028)

(48,058)

Net income (loss) before tax

3,352

(6,852)

1,700

(20,968)

Income tax (expense) recovery

(421)

724

(421)

(8)

Deferred income expense

(382)

179

(1,399)

(1,690)

Net income (loss)

2,549

(5,949)

(120)

(22,666)

Basic earnings (loss) per share

0.00

(0.01)

(0.00)

(0.04)

Diluted earnings (loss) per share

0.00

(0.01)

(0.00)

(0.04)

Cash provided (used) before non-cash working capital items

4,820

(3,809)

4,526

7,888

Net cash (used in) provided by operating activities

382

6,376

(64,249)

95,247

Net cash provided by (used in) financing activities

126

(21,510)

27,643

(94,560)

Net cash (used in) investing activities

(4,435)

(11,896)

(13,036)

(32,251)

Net change in cash

(3,320)

(28,749)

(52,604)

(34,614)

As at

September 30,

2020

December 31,

2019

Cash

74,895

127,499

Debt

24,788

–

Working capital⁴

84,671

78,380

Operational

Maracás Menchen Mine Production		Q3 2020	Q3 2019

Total Ore Mined (tonnes)		287,969	267,257
Ore Grade Mined – Effective Grade⁵ (%)		1.28	1.52

Effective Grade of Ore Milled⁵ (%)		1.26	1.44
Concentrate Produced (tonnes)		104,921	92,629
Grade of Concentrate (%)		3.32	3.26
Contained V₂O₅ (tonnes)		3,487	3,016

Crushing Recovery (%)		98.1	96.5
Milling Recovery (%)		96.5	97.0
Kiln Recovery (%)		92.5	88.8
Leaching Recovery (%)		99.7	97.2
Chemical Plant Recovery (%)		96.4	96.7
Global Recovery (%)²		84.2	78.1

V₂O₅ produced (Flake + Powder) (tonnes)		3,092	2,952
V₂O₅ produced (equivalent pounds)¹		6,816,685	6,508,038
Cash operating costs per pound³	$	$3.50	$3.25⁶
Cash operating costs excluding royalties³ per pound	$	$3.14	$3.02⁶
Total cash costs³	$	$3.69
Revenues per pound sold ⁷	$	$5.37	$4.02

Third Quarter 2020 Financial Performance

In Q3 2020, the Company recognized revenues of $27.5 million from sales of 2,320 tonnes of V₂O₅ equivalent, representing an increase of 14% in revenues over Q3 2019 ($24.1 million). Revenues per pound sold were $5.37 in Q3 2020 compared to $4.02 per pound sold in Q3 2019, representing an increase of 34%. Q3 2020 marked Largo’s first full quarter of independent sales and the Company delivered both VPURE™ and VPURE+™ products as well as ferrovanadium (“FeV”) powered by VPURE™ to customers in Brazil, North America, Europe and Asia. The Company’s total V₂O₅ equivalent sales in the nine months ended September 30, 2020 are 6,508 tonnes.

The Company recorded net income of $2.6 million in Q3 2020 following the recognition of an income tax expense of $0.4 million and a deferred income tax expense of $0.4 million. This compares to net loss of $6.0 million in Q3 2019 and is primarily due to an increase in revenues and decrease in operating costs.

Operating costs for Q3 2020 were $21.0 million compared to $23.7 million in Q3 2019 and include direct mine and production costs of $11.4 million ($16.7 million in Q3 2019), royalties of $1.6 million ($1.4 million in Q3 2019), product acquisition costs of $3.9 million, distribution costs of $0.9 million, inventory write-down of $2 thousand and depreciation and amortization of $3.3 million ($5.6 million in Q3 2019). The decrease in direct mine and production costs is primarily attributable to the decrease in V₂O₅ equivalent sold in Q3 2020.

Cash operating costs excluding royalties³ in Q3 2020 were $3.14 per lb V₂O₅ sold compared to $3.02 in Q3 2019. The increase seen in Q3 2020 compared with Q3 2019 is largely due to a decrease in produced pounds of V₂O₅ sold as well as the incurrence of distribution costs in Q3 2020. In Q3 2020, the Company’s total cash costs³ were $3.69 per lb. The Company’s total cash costs³ measure excludes royalties, includes total professional, consulting and management fees and other general and administrative expenses and are calculated on total pounds of V₂O₅ sold.

In Q3 2020, cash provided before working capital items was $4.8 million compared to cash used in Q3 2019 of $3.8 million. Net cash provided by operating activities decreased from $6.4 million in Q3 2019 to $0.4 million in Q3 2020. This is primarily due to the change in accounts receivable of $4.6 million in Q3 2020 as the payment terms with the Company’s customers is greater than with its former off-take partner. A further factor is the change in inventory of $3.8 million in Q3 2020, which is a consequence of the increased time for the Company to deliver its products and recognize sales. This was offset by the change in deferred revenue of $6.6 million in Q3 2020 as cash payments were received for sales not yet recognized.

The Company’s trade payables balance at September 30, 2020 with its former off-take partner was $0.09 million. This is attributable to the re-measurement of trade receivables / payables for V₂O₅ sold in the period to April 30, 2020 and is the last such re-measurement.

Third Quarter 2020 Operational Performance

Q3 2020 production of 3,092 tonnes of V₂O₅ was a new quarterly production record for the Company, being 5% higher than Q3 2019 and 3% higher than the previous record of 3,011 tonnes in Q4 2019. V₂O₅ production in July 2020 was 1,055 tonnes, with 1,100 tonnes produced in August 2020 and 937 tonnes produced in September 2020. Operational stability and an increase in the global recovery² drove the Q3 2020 production performance. Subsequent to Q3 2020, production in October 2020 was 1,119 tonnes of V₂O₅.

The global recovery² record of 84.2% achieved in Q3 2020 was 8% higher than the 78.1% achieved in Q3 2019 and 4% higher than the 80.8% achieved in Q2 2020. This is primarily due to the completion of continuous improvement projects in the plant that focused on recovery levels. This was highlighted by the performance of the kiln and leaching areas in Q3 2020, with record quarterly recovery levels of 92.5% and 99.7%, respectively, being achieved. The global recovery² in July 2020 was 86.0%, with 84.0% achieved in August and 82.1% achieved in September.

In Q3 2020, 287,969 tonnes of ore were mined with an effective grade⁵ of 1.28% of V₂O₅. The ore mined in Q3 2020 was 8% higher than in Q3 2019 and 12% higher than in Q2 2020, which was impacted by the COVID-19 restrictions put in place as well as operational restrictions due to the rainy season. The Company produced 104,921 tonnes of concentrate with an effective grade⁵ of 3.32%. The operational performance in Q3 2020 has remained in-line with the Company’s plans despite the COVID-19 restrictions put in place.

The Company’s planned upgrades to the kiln and improvements in the cooler to increase nameplate capacity to 1,100 tonnes of V₂O₅ per month are now scheduled for Q1 2021 as a result of precautionary measures taken by the Company in light of the COVID-19 pandemic.

Successful Sales Strategy Implementation – Strong Sales Results in August and September 2020

The Company progresses its sales strategy for 2020 is in line with expectations, highlighted by V₂O₅ equivalent sales of 1,062 tonnes in August 2020 and 1,060 tonnes in September 2020. From May to July 2020, the Company successfully built the necessary inventories to fill its sales pipeline and meet customer commitments as planned. As a result of Largo’s new commercial independence and sales flexibility, the Company increased its sales in China to take advantage of higher prices and greater overall demand in Q3 2020. This further highlights the positive effect of the Company’s commercial strategy on its reputation, visibility and financial performance. Delivery times to Asia have increased in Q3 2020 due to logistical constraints related to the COVID-19 pandemic. The Company continues to actively manage this process to provide premium products and service to its customers and remains confident in its ability to deliver on its 2020 sales guidance of 9,500 to 10,000 tonnes of V₂O₅.

For Q3 2020, the average price per lb of V₂O₅ in Europe was approximately $5.33, compared with approximately $7.16 for Q3 2019. During Q3 2020, the average price per lb of V₂O₅ in Europe increased by 1%, ending the period with an average price of approximately $5.35, compared with approximately $5.30 at June 30, 2020. In Q3 2020, the average price per lb of V₂O₅ in China was approximately $5.90 on a cost, insurance, and freight (“CIF”) equivalent basis. In Q3 2020, China continued to be the driver of global vanadium demand from increased infrastructure spending and the development of green technology applications. Going forward, Largo expects additional global vanadium demand growth as a result of recently announced stimulus packages and a focus on carbon footprint reduction. These significant, long-term trends are forecast to increase the consumption of vanadium in rebar, high-quality steel applications and through new vanadium redox flow battery deployments around the world.

Exploration Drilling Program Ramped Up in Q3 2020

After delays experienced in early 2020 due to the COVID-19 pandemic, exploration drilling was ramped up and 14,007 metres of drilling (80 holes) was completed in Q3 2020. Drilling focused on definition drilling at Novo Amparo Norte, Gulcari A Norte and additional drilling at the Campbell Pit. In early October 2020, drills were moved to the São José and Novo Amparo deposits for further expansion and resource definition drilling to gain a greater level of understanding of these deposits. As of November 12, 2020, the Company has drilled 19,465 metres (109 holes).

The Company does not anticipate any further disruptions to the overall 2020 exploration plan. The São José and Novo Amparo targets, as well as depth extension drilling at the Campbell Pit, will be the focus of exploration activities in Q4 2020.

Conference Call

Largo Resources’ management will host a conference call on Friday, November 13, 2020, at 10:00 a.m. ET, to discuss both operational and financial results for the third quarter of 2020.

Conference Call Details:

Date:	Friday, November 13, 2020
Time:	10:00 a.m. ET

Dial-in Number:	Local / International: +1 (416) 764-8688
	North American Toll Free: (888) 390-0546
	Brazil Toll Free: 08007621359
Conference ID:	63665793
Replay Number:	Local / International: + 1 (416) 764-8677
	North American Toll Free: (888) 390-0541
	Replay Passcode: 537676 #

Website:	To view press releases or any additional financial information, please visit the Investor Relations section of the Largo Resources website at: www.largoresources.com/investors

A playback recording will be available on the Company’s website for a period of 60-days following the conference call.

The information provided within this release should be read in conjunction with Largo’s unaudited condensed interim consolidated financial statements for the three and nine months ended September 30, 2020 and 2019 and its management’s discussion and analysis for the three and nine months ended September 30, 2020, which are available on our website at www.largoresources.com and on SEDAR.

About Largo Resources

Largo Resources is an industry preferred producer and supplier of vanadium for the global steel and high purity markets. Largo’s VPURE™ and VPURE+™ products are sourced from one of the world’s highest-grade vanadium deposits at the Maracás Menchen Mine located in Brazil. The Company’s common shares are principally listed on the Toronto Stock Exchange under the symbol “LGO”. For more information on Largo and VPURE™, please visit www.largoresources.com and www.largoVPURE.com.

Neither the Toronto Stock Exchange (nor its regulatory service provider) accepts responsibility for the adequacy or accuracy of this release.

Forward Looking Information

This press release contains forward-looking information under Canadian securities legislation, some of which may be considered “financial outlook” for the purposes of application Canadian securities legislation (“forward-looking statements”). Forward
–
looking information in this press release includes, but is not limited to, statements with respect to the timing and amount of estimated future production and sales; costs of future activities and operations; the extent of capital and operating expenditures; and the extent and overall impact of the COVID-19 pandemic in Brazil and globally. Forward-looking statements can be identified by the use of forward-looking terminology such as “plans”, “expects” or “does not expect”, “is expected”, “budget”, “scheduled”, “estimates”, “forecasts”, “intends”, “anticipates” or “does not anticipate”, or “believes”, or variations of such words and phrases or statements that certain actions, events or results “may”, “could”, “would”, “might” or “will be taken”, “occur” or “be achieved”. All information contained in this news release, other than statements of current and historical fact, is forward looking information. Forward-looking statements are subject to known and unknown risks, uncertainties and other factors that may cause the actual results, level of activity, performance or achievements of the Largo to be materially different from those expressed or implied by such forward-looking statements, including but not limited to those risks described in the annual information form of Largo and in its public documents filed on SEDAR from time to time. Forward-looking statements are based on the opinions and estimates of management as of the date such statements are made. Although management of Largo has attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking statements, there may be other factors that cause results not to be as anticipated, estimated or intended. There can be no assurance that such statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements. Largo does not undertake to update any forward-looking statements, except in accordance with applicable securities laws. Readers should also review the risks and uncertainties sections of Largo’s annual and interim MD&As which also apply.

Trademarks are owned by Largo Resources Ltd.

Non-GAAP⁸ Measures

The Company uses certain non-GAAP financial performance measures in its press release and Management’s Discussion and Analysis for the three and nine months ended September 30, 2020, which are described in the following section.

Revenues Per Pound

The Company’s press release refers to revenues per pound sold, a non-GAAP performance measure that is used to provide investors with information about a key measure used by management to monitor performance of the Company.

This measure, along with cash operating costs and total cash costs, is considered to be one of the key indicators of the Company’s ability to generate operating earnings and cash flow from its Maracás Menchen Mine and sales activities. This revenues per pound measure does not have any standardized meaning prescribed by IFRS and differs from measures determined in accordance with IFRS. This measure is intended to provide additional information and should not be considered in isolation or as a substitute for measures of performance prepared in accordance with IFRS. This measure is not necessarily indicative of net earnings or cash flow from operating activities as determined under IFRS.

The following table provides a reconciliation of this measure per pound sold to revenues as per the Q3 2020 unaudited condensed interim consolidated financial statements.

	Three months ended				Nine months ended
	September 30, 2020		September 30, 2019		September 30, 2020		September 30, 2019
Revenuesⁱ	$	27,474	$	24,131	$	77,733	$	79,299
V₂O₅ equivalent sold (000s lb)		5,115		5,997		14,348		16,094
Revenues per pound sold ($/lb)	$	5.37	$	4.02	$	5.42	$	4.93

i.	As per note 21 in the Company’s unaudited condensed interim consolidated financial statements for the three and nine months ended September 30, 2020 and 2019.

Cash Operating Costs Per Pound

The Company’s press release refers to cash operating costs per pound, a non-GAAP performance measure, in order to provide investors with information about a key measure used by management to monitor performance. This information is used to assess how well the Maracás Menchen Mine is performing compared to plan and prior periods, and also to assess its overall effectiveness and efficiency.

Cash operating costs includes mine site operating costs such as mining costs, plant and maintenance costs, sustainability costs, mine and plant administration costs, royalties, distribution costs and sales, general and administrative costs (all for the mine properties segment), but excludes depreciation and amortization, share-based payments, foreign exchange gains or losses, commissions, reclamation, capital expenditures and exploration and evaluation costs. Operating costs not attributable to the mine properties segment are also excluded, including product acquisition costs and inventory write-downs. These costs are then divided by the pounds of vanadium sold that were produced by the Maracás Menchen Mine to arrive at the cash operating costs per pound. Prior to 2020, these costs were divided by the pounds of production from the Maracás Menchen Mine, rather than pounds sold. These periods have been recalculated using produced pounds sold in the following table. This measure differs to the new total cash costs non-GAAP measure the Company will use to measure its overall performance starting in 2020 (see later in this section).

These measures, along with revenues, are considered to be one of the key indicators of the Company’s ability to generate operating earnings and cash flow from its Maracás Menchen Mine. These cash operating costs measures do not have any standardized meaning prescribed by IFRS and differ from measures determined in accordance with IFRS. These measures are intended to provide additional information and should not be considered in isolation or as a substitute for measures of performance prepared in accordance with IFRS. These measures are not necessarily indicative of net earnings or cash flow from operating activities as determined under IFRS.

In addition, the Company’s press release refers to cash operating costs excluding royalties. This is a non-GAAP performance measure and is calculated as cash operating costs less royalties, as disclosed in the following table.

The following table provides a reconciliation of cash operating costs per pound for the Maracás Menchen Mine to operating costs as per the Q3 2020 unaudited condensed interim consolidated financial statements.

	Three months ended				Nine months ended
	September 30, 2020		September 30, 2019		September 30, 2020		September 30, 2019
Operating costsⁱ	$	20,977	$	23,673	$	56,786	$	70,271
Professional, consulting and management feesⁱⁱ		853		1,321		2,123		3,468
Other general and administrative expensesⁱⁱ		390		111		1,155		602
Less: product acquisition costsⁱ		(3,877)		–		(7,180)		–
Less: inventory write-downⁱⁱⁱ		–		–		(317)		–
Less: depreciation and amortization expenseⁱ		(3,264)		(5,601)		(11,745)		(17,762)
Cash operating costs		15,079		19,504		40,822		56,579
Less: royaltiesⁱ		(1,552)		(1,381)		(5,149)		(4,451)
Cash operating costs excluding royalties		13,527		18,123		35,673		52,128
Produced V₂O₅ sold (000s lb)^iv		4,310		5,997		13,195		16,094
Cash operating costs per pound ($/lb)^iv	$	3.50	$	3.25	$	3.09	$	3.52
Cash operating costs excluding royalties per pound ($/lb)^iv	$	3.14	$	3.02	$	2.70	$	3.24

i.	As per note 22 in the Company’s unaudited condensed interim consolidated financial statements for the three and nine months ended September 30, 2020 and 2019.
ii.	As per the Mine properties segment in note 18 in the Company’s unaudited condensed interim consolidated financial statements for the three and nine months ended September 30, 2020 and 2019.
iii.	As per note 7 in the Company’s unaudited condensed interim consolidated financial statements for the three and nine months ended September 30, 2020 and 2019.
iv.	Cash operating costs per pound and cash operating costs excluding royalties per pound for Q3 2019 were previously calculated and presented on a pounds produced basis (V₂O₅ produced (000s lb) = 6,508; V₂O₅ sold (000s lb) = 5,997). These measures have been calculated and presented on a pounds sold basis in this MD&A.

Total Cash Costs

The Company’s press release refers to total cash costs, a non-GAAP performance measure, in order to provide investors with information about a key measure used by management to monitor performance. This information is used to assess how well the Company is performing at producing and selling vanadium products compared to plan and prior periods, and also to assess its overall effectiveness and efficiency.

Total cash costs are a non-GAAP performance measure that includes all operating costs, sales and distribution costs and the Company’s total professional, consulting and management fees and other general and administrative expenses. Total cash costs exclude royalties, depreciation and amortization, share-based payments, foreign exchange gains or losses, commissions, reclamation costs, exploration and evaluation costs and capital expenditures. These costs are then divided by the total pounds of vanadium sold by the Company to arrive at total cash costs.

This measure differs from cash operating costs per pound in that it includes all operating costs, sales and distribution costs, professional, consulting and management fees and other general and administrative expenses, rather than just those from the Mine properties segment, and is calculated on total V₂O₅ equivalent pounds sold rather than pounds sold that were produced by the Maracás Menchen Mine. The Company believes this will be a more accurate reflection of its all-in unit costs.

This total cash costs measure does not have any standardized meaning prescribed by IFRS and differs from measures determined in accordance with IFRS. This measure is intended to provide additional information and should not be considered in isolation or as a substitute for measures of performance prepared in accordance with IFRS. This measure is not necessarily indicative of net earnings or cash flow from operating activities as determined under IFRS.

The following table provides a reconciliation of total cash costs to operating costs as per the Q3 2020 unaudited condensed interim consolidated financial statements.

	Three months ended		Nine months ended
		September 30, 2020		September 30, 2020
Operating costsⁱ	$	20,977	$	56,786
Professional, consulting and management feesⁱⁱ		2,094		5,026
Other general and administrative expensesⁱⁱ		643		2,302
Less: depreciation and amortization expenseⁱ		(3,264)		(11,745)
Less: royalties¹		(1,552)		(5,149)
	$	18,898	$	47,220
V₂O₅ equivalent sold (000s lb)		5,115		14,348
Total cash costs ($/lb)	$	3.69	$	3.29

i.	As per note 22 in the Company’s unaudited condensed interim consolidated financial statements for the three and nine months ended September 30, 2020 and 2019.
ii.	As per the condensed interim consolidated statement of income (loss) and comprehensive income (loss) in in the Company’s unaudited condensed interim consolidated financial statements for the three and nine months ended September 30, 2020 and 2019.

_______________________________

¹	Conversion of tonnes to pounds, 1 tonne = 2,204.62 pounds or lbs.
²	Global recovery is the product of crushing recovery, milling recovery, kiln recovery, leaching recovery and chemical plant recovery.
³	The cash operating costs per pound sold, cash operating costs excluding royalties per pound sold and total cash costs reported are on a non-GAAP basis. Refer to the “Non-GAAP Measures” section of this press release.
⁴	Defined as current assets less current liabilities per the consolidated statements of financial position.
⁵	Effective grade represents the percentage of magnetic material mined multiplied by the percentage of V2O5 in the magnetic concentrate.
⁶	The cash operating costs per pound and cash operating costs per pound excluding royalties in Q3 2019 are per pounds produced and are on a non-GAAP basis. Refer to the “Non-GAAP Measures” section of the Company’s management discussion and analysis for the three and nine months ended September 30, 2019.
⁷	Revenues per pound sold is calculated based on the quantity of V₂O₅ sold during the stated period. Refer to the “Non-GAAP Measures” section of this press release.
⁸	GAAP – Generally Accepted Accounting Principles.

SOURCE Largo Resources Ltd.

November 12, 2020 5:18 pm

Cullen/Frost Announces Pricing Of $150 Million Depositary Shares Offering

PR Newswire

SAN ANTONIO, Nov. 12, 2020 /PRNewswire/ — Cullen/Frost Bankers, Inc. (NYSE: CFR) (“Cullen/Frost”) today announced the pricing of a public offering of 6,000,000 depositary shares, each representing 1/40th ownership interest in a share of its 4.450% non-cumulative perpetual preferred stock, Series B, for gross proceeds of $150 million. Each share of preferred stock has a liquidation preference of $1,000 per share, equivalent to $25 per depositary share. The offering is expected to close on November 19, 2020, subject to customary closing conditions.

Morgan Stanley & Co. LLC, BofA Securities, Inc., and Goldman Sachs & Co. LLC are the joint-book running managers for the offering.

The net proceeds from the issuance and sale of the depositary shares, after deducting underwriting discount and commissions, and the payment of estimated expenses, will be approximately $145.5 million. Cullen/Frost intends to use the net proceeds from the offering for general corporate purposes.

This press release does not constitute an offer to sell or a solicitation of an offer to buy, nor shall there be any sale of any of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. The securities being offered have not been approved or disapproved by any regulatory authority, nor has any such authority passed upon the accuracy or adequacy of the prospectus supplement or the shelf registration statement or prospectus relating to the offering.

The offering is being made only by means of a prospectus supplement and accompanying base prospectus. Cullen/Frost has filed a registration statement (including a base prospectus) and a preliminary prospectus supplement with the U.S. Securities and Exchange Commission (the “SEC”) for the offering to which this communication relates and will file a final prospectus supplement relating to the offering. Prospective investors should read the prospectus supplement and base prospectus in that registration statement and other documents Cullen/Frost has filed or will file with the SEC for more complete information about Cullen/Frost and this offering. You may get these documents for free by visiting EDGAR on the SEC’s website at www.sec.gov. Alternatively, copies of the final prospectus supplement and the accompanying base prospectus for the offering, when available, may be obtained by contacting Morgan Stanley & Co. LLC (180 Varick Street, New York, NY 10014, Attention: Prospectus Department, Telephone: (866) 718-1649 or by email at [email protected]); BofA Securities, Inc. (Attention Prospectus Department, NC1-004-03-43, 200 North College Street, 3rd Floor, Charlotte, NC 28255, Telephone: (800) 294-1322 or by email at [email protected]); and Goldman Sachs & Co. LLC (Prospectus Department, 200 West Street, New York, NY 10282, Telephone: (212) 902-1171 or by email at [email protected]).

About Cullen/Frost Bankers, Inc.

Cullen/Frost Bankers, Inc. (NYSE: CFR) is a financial holding company, headquartered in San Antonio, with $40.1 billion in assets at September 30, 2020. Frost provides a wide range of banking, investments and insurance services to businesses and individuals across Texas in the Austin, Corpus Christi, Dallas, Fort Worth, Houston, Permian Basin, Rio Grande Valley and San Antonio regions. Founded in 1868, Frost has helped clients with their financial needs during three centuries.

Forward-Looking Statements and Factors that Could Affect Future Results

Certain statements contained in this press release that are not statements of historical fact constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 (the “Act”), including statements regarding the potential effects of the ongoing COVID-19 pandemic on our business, financial condition, liquidity and results of operations, notwithstanding that such statements are not specifically identified as such. In addition, certain statements may be contained in our future filings with the SEC, in press releases, and in oral and written statements made by us or with our approval that are not statements of historical fact and constitute forward-looking statements within the meaning of the Act. Examples of forward-looking statements include, but are not limited to: (i) projections of revenues, expenses, income or loss, earnings or loss per share, the payment or nonpayment of dividends, capital structure and other financial items; (ii) statements of plans, objectives and expectations of Cullen/Frost or its management or Board of Directors, including those relating to products, services or operations; (iii) statements of future economic performance; and (iv) statements of assumptions underlying such statements. Words such as “believes”, “anticipates”, “expects”, “intends”, “targeted”, “continue”, “remain”, “will”, “should”, “may” and other similar expressions are intended to identify forward-looking statements but are not the exclusive means of identifying such statements.

Forward-looking statements involve risks and uncertainties that may cause actual results to differ materially from those in such statements. Factors that could cause actual results to differ from those discussed in the forward-looking statements include the factors described in our Annual Report on Form 10-K for the year ended December 31, 2019, Quarterly Report on Form 10-Q for the quarter ended September 30, 2020 or in the prospectus supplement or the shelf registration statement or prospectus relating to the offering.

Forward-looking statements speak only as of the date on which such statements are made. The corporation undertakes no obligation to update any forward-looking statement to reflect events or circumstances after the date on which such statement is made, or to reflect the occurrence of unanticipated events.

A.B. Mendez
Investor Relations
210.220.5234
or
Bill Day
Media Relations
210.220.5427

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SOURCE Cullen/Frost Bankers, Inc.

November 12, 2020 5:18 pm

Chemours Announces Pricing Of Private Offering Of $800 Million Aggregate Principal Amount Of 5.750% Senior Unsecured Notes Due 2028

PR Newswire

WILMINGTON, Del., Nov. 12, 2020 /PRNewswire/ — The Chemours Company (“Chemours”) (NYSE: CC), a global chemistry company with leading market positions in Fluoroproducts, Chemical Solutions and Titanium Technologies, today announced the pricing of the previously announced private offering of $800 million in aggregate principal amount of 5.750% senior unsecured notes due 2028 that is exempt from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”). The offering is expected to close on or about November 27, 2020, subject to customary closing conditions. The notes will be Chemours’ senior unsecured obligations and will be guaranteed by certain of its subsidiaries.

The net proceeds of the offering are expected to be used, together with cash on hand, (i) to fund the purchase price and accrued and unpaid interest for any and all of Chemours’ outstanding 6.625% senior notes due 2023 (the “existing 2023 notes”) validly tendered and accepted for payment pursuant to Chemours’ previously announced cash tender offer for any and all of the existing 2023 notes (the “Tender Offer”) and (ii) to the extent applicable, to fund the redemption price and accrued and unpaid interest for any existing 2023 notes that remain outstanding after the completion or termination of the Tender Offer.

The notes and the related guarantees have not been, and will not be, registered under the Securities Act or any state securities laws, and unless so registered, may not be offered or sold in the United States absent registration or an applicable exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and other applicable securities laws. The notes are being offered only to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A under the Securities Act and to non-U.S. persons in accordance with Regulation S under the Securities Act.

This press release shall not constitute an offer to sell or a solicitation of an offer to buy any securities, nor shall there be any sale of these securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction. This press release is not an offer to purchase or the solicitation of an offer to sell any of the existing 2023 notes. The Tender Offer referenced herein is being made only by and pursuant to the terms of the applicable Offer to Purchase and Consent Solicitation Statement. The statements in this press release with respect to the redemption of the existing 2023 notes do not constitute a notice of redemption under the indenture governing the existing 2023 notes. Any such notice has or will be sent to holders of existing 2023 notes only in accordance with the provisions of such indenture.

About The Chemours Company

The Chemours Company (NYSE: CC) is a global leader in Titanium Technologies, Fluoroproducts, and Chemical Solutions, providing its customers with solutions in a wide range of industries with market-defining products, application expertise and chemistry-based innovations. Chemours ingredients are found in plastics and coatings, refrigeration and air conditioning, mining, and general industrial manufacturing. Our flagship products include prominent brands such as Teflon™, Ti-Pure™, Krytox™, Viton™, Opteon™, Freon™ and Nafion™. In 2019, Chemours was named to Newsweek’s list of America’s Most Responsible Companies. The company has approximately 7,000 employees and 30 manufacturing sites serving approximately 3,700 customers in over 120 countries. Chemours is headquartered in Wilmington, Delaware and is listed on the NYSE under the symbol CC.

Forward-Looking Statements
This press release contains forward-looking statements, within the meaning of the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995, which involve risks and uncertainties. Forward-looking statements provide current expectations of future events based on certain assumptions and include any statement that does not directly relate to a historical or current fact. The words “believe,” “expect,” “will,” “anticipate,” “plan,” “estimate,” “target,” “project” and similar expressions, among others, generally identify “forward-looking statements,” which speak only as of the date such statements were made. These forward-looking statements may address, among other things, the outcome or resolution of any pending or future environmental liabilities, the commencement, outcome or resolution of any regulatory inquiry, investigation or proceeding, the initiation, outcome or settlement of any litigation, changes in environmental regulations in the U.S. or other jurisdictions that affect demand for or adoption of our products, anticipated future operating and financial performance, business plans, prospects, targets, goals and commitments, capital investments and projects, plans for dividends or share repurchases, sufficiency or longevity of intellectual property protection, cost reductions or savings targets, plans to increase profitability and growth, our ability to make acquisitions, integrate acquired businesses or assets into our operations, and achieve anticipated synergies or cost savings, all of which are subject to substantial risks and uncertainties that could cause actual results to differ materially from those expressed or implied by such statements. Forward-looking statements are based on certain assumptions and expectations of future events that may not be accurate or realized. These statements are not guarantees of future performance. Forward-looking statements also involve risks and uncertainties that are beyond Chemours’ control. In addition, the current COVID-19 pandemic has significantly impacted the national and global economy and commodity and financial markets. The full extent and impact of the pandemic is unknown and to date has included extreme volatility in financial and commodity markets, a significant slowdown in economic activity, and increased predictions of a global recession. The public and private sector response has led to significant restrictions on travel, temporary business closures, quarantines, stock market volatility, and a general reduction in consumer and commercial activity globally. Matters outside our control have affected our business and operations and may or may continue to limit travel of employees to our business units domestically and internationally, adversely affect the health and welfare of our personnel, significantly reduce the demand for our products, hinder our ability to provide goods and services to customers, cause disruptions in our supply chains, adversely affect our business partners or cause other unpredictable events. Additionally, there may be other risks and uncertainties that Chemours is unable to identify at this time or that Chemours does not currently expect to have a material impact on its business. Factors that could cause or contribute to these differences include, but are not limited to: the terms and timing of the offering, the closing of the offering, the Tender Offer and any redemptions of the existing 2023 notes; and the risks, uncertainties and other factors discussed in our filings with the U.S. Securities and Exchange Commission, including in our Quarterly Reports on Form 10-Q for the quarters ended March 31, 2020, June 30, 2020 and September 30, 2020 and our Annual Report on Form 10-K for the year ended December 31, 2019. Chemours assumes no obligation to revise or update any forward-looking statement for any reason, except as required by law.

CONTACT

INVESTORS

Jonathan Lock

VP, Corporate Development and Investor Relations
+1.302.773.2263
[email protected]

MEDIA

Thomas Sueta

Director, Corporate Communications
+1.302.773.3903
[email protected]

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SOURCE The Chemours Company

November 12, 2020 5:18 pm

Werner Enterprises Earns 2020 SmartWay Excellence Award

OMAHA, Neb., Nov. 12, 2020 (GLOBE NEWSWIRE) — Werner Enterprises (NASDAQ: WERN), a premier transportation and logistics provider, is honored to receive the 2020 SmartWay Excellence Award and SmartWay High Performer. Werner has received this honor six times in the last seven years, and this year marks the fourth consecutive. Werner was selected for outstanding environmental performance and leadership by the United States Environmental Protection Agency (EPA).

The SmartWay Excellence Award is the EPA’s highest recognition for demonstrated leadership in freight supply chain energy and environmental performance. Werner was recognized for the following fleet categories: large truckload and dry van, small and flatbed and small and dray. Werner was one of 52 carriers to receive this distinction, representing the best environmental performers of SmartWay’s 3,700 partners.

The SmartWay High Performer Award recognizes companies who lead the freight industry in producing more efficient and sustainable supply chain transportation solutions. SmartWay High Performers are SmartWay partners whose efficiency and air quality performance falls within the top-ranked performance range. The complete list of 2020 SmartWay awardees in alphabetical order is featured on the EPA’s website.

“Sustainability has always been a focus at Werner and is a strong component of our Environmental, Social and Governance initiative,” said Vice Chairman, President and Chief Executive Officer Derek Leathers. “We are proud of our past efforts in reducing our carbon footprint and reducing emissions, and we are committed to continuing this in the future as well as finding new ways to improve.”

Werner Enterprises, Inc. was founded in 1956 and is a premier transportation and logistics company, with coverage throughout North America, Asia, Europe, South America, Africa and Australia. Werner maintains its global headquarters in Omaha, Nebraska and maintains offices in the United States, Canada, Mexico and China. Werner is among the five largest truckload carriers in the United States, with a diversified portfolio of transportation services that includes dedicated; medium-to-long-haul, regional and expedited van; and temperature-controlled. The Werner Logistics portfolio includes truck brokerage, freight management, intermodal, international and final mile services. International services are provided through Werner’s domestic and global subsidiary companies and include ocean, air and ground transportation; freight forwarding; and customs brokerage.

Werner Enterprises, Inc.’s common stock trades on the NASDAQ Global Select Market^SM under the symbol “WERN.” For further information about Werner, visit the company’s website at www.werner.com.

Contact: Fred Thayer, Associate Vice President- Corporate Brand and Communications
Werner Enterprises, Inc.
[email protected]

November 12, 2020 5:15 pm

AirBoss Appoints Highly Regarded Washington D.C. Lawyer, Stephen M. Ryan to Board of Directors

NEWMARKET, Ontario, Nov. 12, 2020 (GLOBE NEWSWIRE) — AirBoss of America Corp. (TSX: BOS) (the “Company” or “AirBoss”), a diversified manufacturer of rubber compound products and personal protective equipment, including to the U.S. defense and health care markets, today announced the appointment of Stephen M. Ryan, a highly regarded legal advisor based in Washington D.C., to its Board of Directors effective November 12, 2020.

“Steve Ryan further enhances AirBoss’ expertise and insight in its work with government agencies, particularly in our growing presence in the U.S. marketplace. AirBoss will be able to benefit from Steve’s insights gained from his work and relationships resulting from his representations of numerous well-known multinational corporations in their interactions with various government agencies over the past four decades,” said Mr. Gren Schoch, Chairman and CEO of AirBoss. “His legal expertise helping private sector companies in highly regulated industries navigate government contracts and government ethics will be an important addition to our Board, notably as we continue to ramp up supply of our personal protective equipment (PPE) to various government agencies globally.”

From 2007 through his retirement next month, Mr. Ryan led the Government Strategies practice group at the Washington, DC office of McDermott Will & Emery LLP, a large international law firm. Previously, he served as general counsel to the U.S. Senate Committee on Homeland and Governmental Affairs (GAC) under its Chairman, Senator John Glenn of Ohio; as deputy counsel of the President’s Commission on Organized Crime during the administration of President Ronald Reagan; and, as an Assistant U.S. Attorney in Washington, DC, during which he received a special commendation from the U.S. Attorney General and other U.S. Department of Justice awards. Mr. Ryan also served abroad as an advisor to the countries of Latvia, Lithuania, and Poland after they obtained independence from the former Soviet Union, and he helped train chief judges in Moscow. Mr. Ryan has also been as an adjunct professor at Georgetown University Law Center for over a decade and is the co-author of a book on government procurement ethics.

Mr. Ryan graduated from Cornell University and the University of Notre Dame Law School with honors. As part of his deep commitment to pro bono activity, Steve is on the Global Board of Operation HOPE, a primarily African-American financial literacy group. In addition, Steve serves on the Board of the Shakespeare Theatre Company in Washington, D.C., and also serves as Chair of the Theatre’s selection committee on new trustees.

AirBoss of America Corp.

AirBoss of America Corp. is a group of complementary businesses supplying custom compounded rubber, survivability solutions and anti-vibration components to a diverse group of customers globally. AirBoss Rubber Solutions is a top-tier North American custom rubber compounder with 450 million turn pounds of annual capacity. AirBoss Defense Group manufactures and supplies a growing array of Chemical, Biological, Radioactive, Nuclear and Explosive (“CBRN-E”) protective solutions and is a leading provider of personal protective equipment to governments, militaries and frontline healthcare workers both in the U.S. and internationally. AirBoss Engineered Products is a supplier of innovative anti-vibration solutions to the North American automotive market. The Company’s shares trade on the TSX under the symbol BOS. Visit www.airbossofamerica.com or www.adg.com for more information.

AIRBOSS
FORWARD LOOKING
INFORMATION
DISCLAIMER

Certain statements contained or incorporated by reference herein, including those that express management’s expectations or estimates of future developments or AirBoss’ future performance, constitute “forward-looking information” or “forward-looking statements” within the meaning of applicable securities laws, and can generally be identified by words such as “will”, “may”, “could” “expects”, “believes”, “anticipates”, “forecasts”, “plans”, “intends” or similar expressions. These statements are not historical facts but instead represent management’s expectations, estimates and projections regarding future events and performance
.

Statements containing forward-looking information are necessarily based upon a number of opinions, estimates and assumptions that, while considered reasonable by management at the time the statements are made, are inherently subject to significant business, economic and competitive risks, uncertainties and contingencies. AirBoss cautions that such forward-looking information involves known and unknown contingencies, uncertainties and other risks that may cause AirBoss’ actual financial results, performance or achievements to be materially different from its estimated future results, performance or achievements expressed or implied by the forward-looking information. Numerous factors could cause actual results to differ materially from those in the forward-looking information, including without limitation: impact of general economic conditions; dependence on key customers; cyclical trends in the tire and automotive, construction, mining and retail industries; sufficient availability of raw materials at economical costs; weather conditions affecting raw materials, production and sales; AirBoss’ ability to maintain existing customers or develop new customers in light of increased competition; AirBoss’ ability to successfully integrate acquisitions of other businesses and/or companies or to realize on the anticipated benefits thereof; changes in accounting policies and methods, including uncertainties associated with critical accounting assumptions and estimates; changes in the value of the Canadian dollar relative to the US dollar; changes in tax laws and potential litigation; ability to obtain financing on acceptable terms; environmental damage and non-compliance with environmental laws and regulations; impact of global health situations; potential product liability and warranty claims and equipment malfunction. COVID-19 could also negatively impact the Company’s operations and financial results in future periods. There is increased uncertainty associated with future operating assumptions and expectations as compared to prior periods. As such, it is not possible to estimate the impacts COVID-19 will have on the Company’s financial position or results of operations in future periods. While the direct impacts of COVID-19 are not determinable at this time, the Company has undrawn credit facility as at
September
30, 2020 that can provide financing up to $60,000. This list is not exhaustive of the factors that may affect any of AirBoss’ forward-looking information
.

All of the forward-looking information in this press release is expressly qualified by these cautionary statements. Investors are cautioned not to put undue reliance on forward-looking
information
. All subsequent written and oral forward-looking
information
attributable to AirBoss or persons acting on its behalf are expressly qualified in their entirety by this notice. Forward-looking information contained herein is made as of the date of this press release and, whether as a result of new information, future events or otherwise, AirBoss disclaims any intent or obligation to update publicly th
is
forward-looking
information
except as required by applicable laws. Risks and uncertainties about AirBoss’ business are more fully discussed under the heading “Risk Factors”
in our most recent Annual Information Form and are otherwise disclosed in our filings with securities regulatory authorities which are available on SEDAR at www.sedar.com.

A photo accompanying this announcement is available at https://www.globenewswire.com/NewsRoom/AttachmentNg/b1fab237-c4a2-44c8-9f4b-e51e9f9e0b50

November 12, 2020 5:15 pm

Cypress Environmental Partners Reports Third Quarter Results

Cypress Environmental Partners Reports Third Quarter Results

TULSA, Okla.–(BUSINESS WIRE)–
Today, Cypress Environmental Partners, L.P., (NYSE: CELP) reported its financial results for the three months ended September 30, 2020.

HIGHLIGHTS

Third quarter 2020 Adjusted EBITDA of $3.6 million, an increase of 16% over second quarter 2020.
Third quarter 2020 Pipeline Inspection Services segment gross margin of $5.1 million, an increase of 15% from second quarter 2020.
Third quarter 2020 Pipeline & Process Services segment gross margin of $1.3 million, a decrease of 38% from second quarter 2020.
Third quarter 2020 Water & Environmental Services segment gross margin of $0.9 million, an increase of 10% from second quarter 2020.
Net loss attributable to common unitholders of $0.5 million for the three months ended September 30, 2020.
Distributable cash flow (DCF) of $(0.1 million) for the three months ended September 30, 2020, inclusive of $1.3 million in cash paid for tax payments related to 2019 results.
Continued the temporary suspension of our common unit distribution to protect our balance sheet and liquidity.
Cost reductions representing over $4.5 million of savings on an annualized basis.
Reduced debt and exited the third quarter with approximately $9.6 million of cash and cash equivalents and a net debt leverage ratio of 3.0x.
Made additional progress with the in-line inspection technology investment currently owned by its GP that is focused on next generation 5G MFL in-line inspection (“Smart Pigging”) for the municipal water industry and traditional energy pipelines.

THIRD QUARTER 2020 SUMMARY FINANCIAL RESULTS

		Three Months Ended
		September 30,
		2020		2019
		(Unaudited)
		(in thousands, except per unit amounts)

Net income	$	805	$	5,480
Net (loss) income attributable to common unitholders	$	(471)	$	3,813
Net (loss) income per limited partner unit – basic	$	(0.04)	$	0.32
Net (loss) income per limited partner unit – diluted	$	(0.04)	$	0.26
Adjusted EBITDA(1)	$	3,615	$	9,504
Distributable cash flow(1)	$	(55)	$	5,766

(1) This press release includes the following financial measures not presented in accordance with U.S. generally accepted accounting principles, or GAAP: adjusted EBITDA, adjusted EBITDA attributable to limited partners, and distributable cash flow. Each such non-GAAP financial measure is defined below under “Non-GAAP Financial Information”, and each is reconciled to its most directly comparable GAAP financial measure in schedules at the end of this press release.

CEO’S PERSPECTIVE

“Our business results improved in the third quarter but remain pressured as a result of ongoing demand headwinds from COVID-19, and the resulting commodity prices that continue to impact our customers and in turn, us. In the second quarter we temporarily suspended our common unit distributions and we continued that suspension for the third quarter to protect our balance sheet. Our primary focus continues to be safely serving our customers, and ensuring the health and safety of our employees during this unprecedented and dynamic environment as we face the potential second wave of COVID-19 and winter flu season,” said Peter C. Boylan III, chairman, president, and CEO. “Our dedicated employees delivered improved third quarter results due in part to improved volumes in our Environmental Services segment. I am proud of how all our employees have handled the challenges with the pandemic in the field, office, and work-from-home environments.

“We continue to focus on winning new customers while supporting our existing clients. We view the next two quarters as a period of transition for our customers that should represent the bottom of this cycle. However, while the global lockdowns are evolving, therapeutics are advancing, and vaccine development is progressing, the near-term recovery remains fragile as we enter winter with potential subsequent waves of COVID-19 that could pose a significant risk to this outlook. Protecting people, property, and the environment will continue to be important for us and all of our customers. Our leadership team has begun working on a diversification strategy to begin offering our inspection services to other industries including renewables (wind, solar, hydro), electrical transmission, municipal water and sewer, and infrastructure (bridges). Many of our inspectors and employees have the skills to offer these services to these new markets.”

GROWTH UPDATE

Pipeline Inspection Services

During the third quarter we had ~ 700 inspectors and technicians working throughout the United States. Although several large projects that had been previously awarded were delayed or cancelled in 2020 with the economic downturn, CELP continues to bid on new work.
CELP continues to aggressively pursue organic business development (despite the work-from-home environment) and has successfully been awarded some new customer contracts and relationships that should benefit CELP in the future.

Pipeline & Process Services (“PPS”)

The PPS segment continues to have a strong year; with several new customers and projects benefitting the backlog. This division has made some additional investment in the Houston energy complex with a focus on maintenance and integrity projects.

Water & Environmental Services (“Environmental Services”)

Volumes continued to improve in the Bakken, despite the rig count ending the quarter at 11 rigs, compared with a trough in Q2 2016 of 22 rigs, and a recent peak of 55 rigs in Q4 2019. The rig count in this basin was as high as 198 rigs in Q3 2014. Today’s rigs are substantially more efficient than those of six years ago. Operators continued to increase production during the quarter, after having choked back wells earlier this year when oil prices collapsed.
CELP recently completed a new contract with a public energy company to connect its pipeline to one of its water treatment facilities. This facility began receiving volumes from this pipeline in October 2020.

COMMON UNIT DISTRIBUTIONS

On July 28, 2020, CELP announced that it has temporarily suspended common unit distributions and the suspension continued for the third quarter.

CELP’s distributable cash flow was $(0.1 million) for the three months ended September 30, 2020, inclusive of $1.3 million in cash paid for tax payments related to 2019 results.

THIRD QUARTER 2020 OPERATING RESULTS BY BUSINESS SEGMENT

Pipeline Inspection Services

The segment’s results for the three months ended September 30, 2020 and 2019 were:

Revenue – $41.9 million and $99.7 million, respectively.
Gross Margin – $5.1 million and $11.1 million, respectively.

Pipeline & Process Services (“PPS”)

PPS segment’s results for the three months ended September 30, 2020 and 2019 were:

Revenue – $4.7 million and $6.2 million, respectively.
Gross Margin – $1.3 million and $2.1 million, respectively.

Water & Environmental Services (“Environmental Services”)

Environmental Services segment’s results for the three months ended September 30, 2020 and 2019 were:

Revenue – $1.4 million and $3.1 million, respectively.
Gross Margin – $0.9 million and $2.3 million, respectively

CAPITALIZATION, LIQUIDITY, AND FINANCING

Credit Facility

CELP has a $110 million revolving credit facility. Proceeds from this facility can be used to fund working capital requirements and other general partnership purposes, including growth and acquisitions. CELP had $9.6 million of cash and cash equivalents at September 30, 2020.

The credit facility matures on May 28, 2021. CELP is working with the lenders regarding the possibility of utilizing the U.S. Federal Reserve Main Street Expanded Loan Facility, and/or a renewal, modification, and reduction of the current facility.
As of September 30, 2020, CELP had $62.6 million of debt outstanding (inclusive of finance leases). At September 30, 2020, CELP’s leverage ratio (calculated as debt net of cash and cash equivalents divided by trailing-twelve-month EBITDA as defined in the credit agreement) was 3.0 times on a net debt basis. The effective interest rate on CELP’s debt as of September 30, 2020 was 3.7%.

CAPITAL EXPENDITURES

During the quarter CELP had $0.2 million in maintenance capital expenditures and $0.1 million in expansion capital expenditures, which are reflective of an attractive business model that requires minimal capital expenditures.

QUARTERLY REPORT

CELP filed its quarterly report on Form 10-Q for the three months ended September 30, 2020 with the Securities and Exchange Commission today. CELP will also post a copy of the Form 10-Q on its website at www.cypressenvironmental.biz. Unitholders may request a printed copy of CELP’s complete audited financial statements and annual report for the year ended December 31, 2019 free of charge by contacting CELP at the email address below.

NON-GAAP FINANCIAL INFORMATION

This press release and the accompanying financial schedules include the following non-GAAP financial measures: adjusted EBITDA, adjusted EBITDA attributable to limited partners, and distributable cash flow. The accompanying schedules provide reconciliations of these non-GAAP financial measures to their most directly comparable GAAP financial measures. CELP’s non-GAAP financial measures should not be considered in isolation or as an alternative to its financial measures presented in accordance with GAAP, including revenues, net income or loss attributable to limited partners, net cash provided by or used in operating activities, or any other measure of liquidity or financial performance presented in accordance with GAAP as a measure of operating performance, liquidity, or ability to service debt obligations and make cash distributions to unitholders. The non-GAAP financial measures presented by CELP may not be comparable to similarly-titled measures of other entities because other entities may not calculate their measures in the same manner.

CELP defines adjusted EBITDA as net income or loss exclusive of (i) interest expense, (ii) depreciation, amortization, and accretion expense, (iii) income tax expense or benefit, (iv) equity-based compensation expense, (v) and certain other unusual or nonrecurring items. CELP defines adjusted EBITDA attributable to limited partners as adjusted EBITDA exclusive of amounts attributable to the general partner and to noncontrolling interests. CELP defines distributable cash flow as adjusted EBITDA attributable to limited partners less cash interest paid, cash income taxes paid, maintenance capital expenditures, and cash distributions on preferred equity. Management believes these measures provide investors meaningful insight into results from ongoing operations.

These non-GAAP financial measures are used as supplemental liquidity and performance measures by CELP’s management and by external users of its financial statements, such as investors, banks, and others to assess:

financial performance of CELP without regard to financing methods, capital structure or historical cost basis of assets;
CELP’s operating performance and return on capital as compared to those of other companies, without regard to financing methods or capital structure;
viability and performance of acquisitions and capital expenditure projects and the overall rates of return on investment opportunities; and
the ability of CELP’s businesses to generate sufficient cash to pay interest costs, support its indebtedness, and make cash distributions to its unitholders.

ABOUT CYPRESS ENVIRONMENTAL PARTNERS, L.P.

Cypress Environmental Partners, L.P. is a master limited partnership that provides essential environmental services to the energy and municipal water industries, including pipeline & infrastructure inspection, NDE testing, various integrity services, and pipeline & process services throughout the United States. Cypress also provides environmental services to upstream energy companies and their vendors in North Dakota, including water treatment, hydrocarbon recovery, and disposal into EPA Class II injection wells to protect our groundwater. Cypress works closely with its customers to help them protect people, property, and the environment, and to assist their compliance with increasingly complex and strict rules and regulations. Cypress is headquartered in Tulsa, Oklahoma.

CAUTIONARY STATEMENTS

This press release may contain or incorporate by reference forward-looking statements as defined under the federal securities laws regarding Cypress Environmental Partners, L.P., including projections, estimates, forecasts, plans and objectives. Although management believes that expectations reflected in such forward-looking statements are reasonable, no assurance can be given that such expectations will prove to be correct. In addition, these statements are subject to certain risks, uncertainties and other assumptions that are difficult to predict and may be beyond CELP’s control. If any of these risks or uncertainties materialize, or if underlying assumptions prove incorrect, CELP’s actual results may vary materially from what management forecasted, anticipated, estimated, projected or expected.

The key risk factors that may have a direct bearing on CELP’s results of operations and financial condition are described in detail in the “Risk Factors” section of CELP’s most recently filed annual report and subsequently filed quarterly reports with the Securities and Exchange Commission. Investors are encouraged to closely consider the disclosures and risk factors contained in CELP’s annual and quarterly reports filed from time to time with the Securities and Exchange Commission. The forward-looking statements contained herein speak as of the date of this announcement. CELP undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by applicable securities laws. Information contained in this press release is unaudited and subject to change.

CYPRESS ENVIRONMENTAL PARTNERS, L.P.
Unaudited Condensed Consolidated Balance Sheets
As of September 30, 2020 and December 31, 2019
(in thousands)
	September 30,			December 31,
	2020			2019

ASSETS
Current assets:
Cash and cash equivalents	$	9,585		$	15,700
Trade accounts receivable, net		31,478			52,524
Prepaid expenses and other		1,620			988
Total current assets		42,683			69,212
Property and equipment:
Property and equipment, at cost		26,906			26,499
Less: Accumulated depreciation		15,789			13,738
Total property and equipment, net		11,117			12,761
Intangible assets, net		18,053			20,063
Goodwill		50,316			50,356
Finance lease right-of-use assets, net		678			600
Operating lease right-of-use assets		2,057			2,942
Debt issuance costs, net		387			803
Other assets		588			605
Total assets	$	125,879		$	157,342

LIABILITIES AND OWNERS’ EQUITY
Current liabilities:
Accounts payable	$	2,117		$	3,529
Accounts payable – affiliates		357			1,167
Accrued payroll and other		8,637			14,850
Income taxes payable		360			1,092
Finance lease obligations		249			183
Operating lease obligations		379			459
Current portion of long-term debt		62,029			–
Total current liabilities		74,128			21,280
Long-term debt		–			74,929
Finance lease obligations		362			359
Operating lease obligations		1,614			2,425
Other noncurrent liabilities		173			158
Total liabilities		76,277			99,151

Owners’ equity:
Partners’ capital:
Common units (12,209 and 12,068 units outstanding at
September 30, 2020 and December 31, 2019, respectively)		29,185			37,334
Preferred units (5,769 units outstanding at September 30, 2020 and December 31, 2019)		44,291			44,291
General partner		(25,876	)		(25,876	)
Accumulated other comprehensive loss		(2,449	)		(2,577	)
Total partners’ capital		45,151			53,172
Noncontrolling interests		4,451			5,019
Total owners’ equity		49,602			58,191
Total liabilities and owners’ equity	$	125,879		$	157,342

CYPRESS ENVIRONMENTAL PARTNERS, L.P.
Unaudited Condensed Consolidated Statements of Operations
For the Three and Nine Months Ended September 30, 2020 and 2019
(in thousands, except per unit data)

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

Revenue	$	48,047		$	108,934		$	168,218		$	310,401
Costs of services		40,702			93,533			145,537			270,170
Gross margin		7,345			15,401			22,681			40,231

Operating costs and expense:
General and administrative		4,301			6,557			15,167			18,946
Depreciation, amortization and accretion		1,250			1,116			3,669			3,329
Gain on asset disposals, net		(4	)		–			(27	)		(23	)
Operating income		1,798			7,728			3,872			17,979

Other (expense) income:
Interest expense, net		(959	)		(1,376	)		(3,235	)		(4,102	)
Foreign currency (losses) gains		106			(47	)		(167	)		138
Other, net		142			82			412			220
Net income before income tax expense		1,087			6,387			882			14,235
Income tax expense		282			907			573			1,731
Net income		805			5,480			309			12,504

Net income attributable to noncontrolling interests		243			634			852			692
Net income (loss) attributable to partners / controlling interests		562			4,846			(543	)		11,812

Net income attributable to preferred unitholder		1,033			1,033			3,099			3,099
Net (loss) income attributable to common unitholders	$	(471	)	$	3,813		$	(3,642	)	$	8,713

Net (loss) income per common limited partner unit:
Basic	$	(0.04	)	$	0.32		$	(0.30	)	$	0.72
Diluted	$	(0.04	)	$	0.26		$	(0.30	)	$	0.65

Weighted average common units outstanding:
Basic		12,209			12,065			12,171			12,030
Diluted		12,209			18,350			12,171			18,207

Reconciliation of Net Income to Adjusted EBITDA and Distributable Cash Flow

	Three Months Ended September 30,					Nine Months Ended September 30,
	2020			2019		2020		2019
	(in thousands)

Net income	$	805		$	5,480	$	309	$	12,504
Add:
Interest expense		959			1,376		3,235		4,102
Depreciation, amortization and accretion		1,464			1,391		4,391		4,155
Income tax expense		282			907		573		1,731
Equity-based compensation		211			303		729		746
Foreign currency losses		–			47		167		–
Less:
Foreign currency gains		106			–		–		138
Adjusted EBITDA	$	3,615		$	9,504	$	9,404	$	23,100

Adjusted EBITDA attributable to noncontrolling interests		368			783		1,274		1,114
Adjusted EBITDA attributable to limited partners / controlling interests	$	3,247		$	8,721	$	8,130	$	21,986

Less:
Preferred unit distributions		1,033			1,033		3,099		3,099
Cash interest paid, cash taxes paid, maintenance capital expenditures		2,269			1,922		4,463		5,604
Distributable cash flow	$	(55	)	$	5,766	$	568	$	13,283

Reconciliation of Net (Loss) Income Attributable to Limited Partners to Adjusted
EBITDA Attributable to Limited Partners and Distributable Cash Flow

	Three Months Ended September 30,					Nine Months Ended September 30,
	2020			2019		2020			2019
	(in thousands)

Net (loss) income attributable to limited partners	$	562		$	4,846	$	(543	)	$	11,812
Add:
Interest expense attributable to limited partners		959			1,376		3,235			4,102
Depreciation, amortization and accretion attributable to limited partners		1,346			1,255		3,999			3,759
Income tax expense attributable to limited partners		275			894		543			1,705
Equity based compensation attributable to limited partners		211			303		729			746
Foreign currency losses attributable to limited partners		–			47		167			–
Less:
Foreign currency gains attributable to limited partners		106			–		–			138
Adjusted EBITDA attributable to limited partners		3,247			8,721		8,130			21,986

Less:
Preferred unit distributions		1,033			1,033		3,099			3,099
Cash interest paid, cash taxes paid and maintenance capital expenditures
attributable to limited partners		2,269			1,922		4,463			5,604
Distributable cash flow	$	(55	)	$	5,766	$	568		$	13,283


Reconciliation of Net Cash Flows Provided by Operating
Activities to Adjusted EBITDA and Distributable Cash Flow
						Nine Months Ended September 30,
						2020			2019
						(in thousands)

Cash flows provided by operating activities						$	18,216		$	5,055
Changes in trade accounts receivable, net							(21,046	)		20,879
Changes in prepaid expenses and other							642			(121	)
Changes in accounts payable and accrued liabilities							7,482			(8,023	)
Change in income taxes payable							733			(166	)
Interest expense (excluding non-cash interest)							2,801			3,711
Income tax expense (excluding deferred tax benefit)							573			1,731
Other							3			34
Adjusted EBITDA						$	9,404		$	23,100

Adjusted EBITDA attributable to noncontrolling interests							1,274			1,114
Adjusted EBITDA attributable to limited partners / controlling interests						$	8,130		$	21,986

Less:
Preferred unit distributions							3,099			3,099
Cash interest paid, cash taxes paid, maintenance capital expenditures							4,463			5,604
Distributable cash flow						$	568		$	13,283

Operating Data
	Three Months						Nine Months
	Ended September 30,						Ended September 30,
	2020			2019			2020			2019

Total barrels of saltwater disposed (in thousands)		1,978			3,989			6,069			10,322
Average revenue per barrel	$	0.73		$	0.76		$	0.72		$	0.77
Environmental Services gross margins		64.6	%		74.1	%		63.8	%		71.5	%
Average number of inspectors		659			1,540			792			1,548
Average number of U.S. inspectors		659			1,539			792			1,547
Average revenue per inspector per week	$	4,842		$	4,925		$	4,809		$	4,802
Pipeline Inspection Services gross margins		12.2	%		11.1	%		10.7	%		10.7	%
Average number of field personnel		28			29			27			28
Average revenue per field personnel per week	$	12,696		$	16,264		$	13,954		$	11,496
Pipeline & Process Services gross margins		28.0	%		33.1	%		27.0	%		29.2	%
Maintenance capital expenditures (in thousands)	$	161		$	234		$	557		$	521
Expansion capital expenditures (in thousands)	$	72		$	296		$	1,170		$	1,158
Common unit distributions (in thousands)	$	–		$	2,534		$	2,564		$	7,599
Preferred unit distributions (in thousands)	$	1,033		$	1,033		$	3,099		$	3,099
Net debt leverage ratio	2.99x			2.34x			2.99x			2.34x

View source version on businesswire.com: https://www.businesswire.com/news/home/20201112006105/en/

Investors or Analysts:

Cypress Environmental Partners, L.P. – Jeff Herbers – Vice President & Chief Financial Officer

[email protected] or 918-947-5730

KEYWORDS: Oklahoma United States North America

INDUSTRY KEYWORDS: Energy Other Energy Environment

MEDIA:

Logo

November 12, 2020 5:14 pm

APCO Holdings, LLC, Promotes Crystal Meinert to Vice President, Human Resources

Norcross, GA, Nov. 12, 2020 (GLOBE NEWSWIRE) — APCO Holdings, LLC, a leading provider and administrator of automotive F&I products and home to the EasyCare, GWC Warranty and MemberCare brands, announced today that Crystal Meinert has been promoted to Vice President, Human Resources.

In her new role as a member of the APCO Holdings executive leadership team, Crystal will lead the HR function, overseeing all department operations and championing on the company’s people-focused initiatives.

Since joining APCO Holdings in 2017, Crystal has become an integral part of the HR team. Initially hired as Director of HR for GWC Warranty, Crystal was promoted to Director of HR Transformation for the entire organization in 2019. In March 2020, she took on responsibility for leading the entire Human Resources department for APCO Holdings and has played a vital role in leading the company’s efforts to provide organizational support for employees during the pandemic and driven the company’s diversity and inclusion initiative.

“I look forward to developing and executing talent strategies that support and accelerate the strategic growth goals for APCO Holdings,” said Meinert. “My primary objective is to strengthen and grow an engaged, inclusive, and invested workforce while driving the people-focused initiatives that will move the business forward.”

Crystal brings over 11 years of HR experience, holding progressively senior roles as her career advanced. Before joining APCO Holdings, Crystal served as an HR Business Partner for Amazon and as HR Manager and Senior Advisor at CVS Health. While at CVS Health, she supported employee relation efforts for over 280,000 employees across the country.

“We have a high-performing team and a strong focus on recruiting, retaining, and recognizing our talent for their contributions,” says Fin O’Neill, Chairman & CEO of APCO Holdings. “Crystal’s extensive experience in leadership development, diversity and inclusion efforts, organizational effectiveness, and employee engagement will help us continue to advance our company’s capabilities and culture. I’m confident that Crystal’s commitment to our company’s core values will help accelerate our growth.”

Crystal received her B.S. degree in Management and Human Resources from Bloomsburg University and holds certifications as a Professional in Human Resources (PHR) and a Certified Professional (SHRM-CP).

About APCO Holdings, LLC. (APCO)

Since 1984, APCO has grown to become a leading provider and administrator of F&I products for the auto industry. Built on a foundation of financial security and a commitment to understanding our customers’ needs, APCO is a trusted partner to some of the most well-respected insurers, highly successful dealerships, and leading auto industry players in the country. The company markets its products using the EasyCare, GWC Warranty, and MemberCare brands, as well as other private label products, through a network of independent agents and an internal salesforce that specialize in consulting with and servicing the automotive dealership markets. EasyCare, GWC Warranty, and MemberCare F&I products are the only “MotorTrend Recommended Best Buy” in the industry. They also carry top ratings from the Better Business Bureau, have protected over 11 million customers and paid over $3.5 billion in claims. For more information about the APCO Holdings family of brands, please visit apcoholdings.com. 

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Ashley Braswell
EasyCare APCO
678-615-1142
[email protected]