Market Newsdesk

November 16, 2020 9:03 pm

MULTIPLAN ALERT: Bragar Eagel & Squire, P.C. is Investigating Multiplan Corporation on Behalf of Multiplan Stockholders and Encourages Investors to Contact the Firm

NEW YORK, Nov. 16, 2020 (GLOBE NEWSWIRE) — Bragar Eagel & Squire, P.C., a nationally recognized shareholder rights law firm, is investigating potential claims against Multiplan Corporation (NYSE: MPLN) on behalf of Multiplan stockholders. Our investigation concerns whether Multiplan has violated the federal securities laws and/or engaged in other unlawful business practices.

Click here to participate in the action.

On November 11, 2020, Muddy Waters Research (“Muddy Waters”) released a report entitled “MultiPlan: Private Equity Necrophilia Meets The Great 2020 Money Grab.” Among other issues, the Muddy Waters report asserted that Multiplan is “in financial decline, and its financial statements were engineered to obscure this existing deterioration” and that the Company “is in the process of losing its largest client, UnitedHealthcare (‘UHC’),” which “has formed a competitor to MultiPlan that offers significantly lower prices and fewer conflicts of interest.”

On this news, Multiplan’s stock price fell $1.72 per share, or 19.7%, to close at $7.01 per share on November 11, 2020.

If you purchased or otherwise acquired Multiplan shares and suffered a loss, are a long-term stockholder, have information, would like to learn more about these claims, or have any questions concerning this announcement or your rights or interests with respect to these matters, please contact Brandon Walker, Melissa Fortunato, or Marion Passmore by email at [email protected], or telephone at (212) 355-4648, or by filling out this contact form. There is no cost or obligation to you.

About Bragar Eagel & Squire, P.C.:

Bragar Eagel & Squire, P.C. is a nationally recognized law firm with offices in New York and California. The firm represents individual and institutional investors in commercial, securities, derivative, and other complex litigation in state and federal courts across the country. For more information about the firm, please visit www.bespc.com. Attorney advertising. Prior results do not guarantee similar outcomes.

Contact Information:

Bragar Eagel & Squire, P.C.
Brandon Walker, Esq.
Melissa Fortunato, Esq.
Marion Passmore, Esq.
(212) 355-4648
[email protected]
www.bespc.com

November 16, 2020 8:53 pm

NXT-ID, INC. TO ADJOURN ANNUAL MEETING OF STOCKHOLDERS

OXFORD, CONNECTICUT, Nov. 16, 2020 (GLOBE NEWSWIRE) — Nxt-ID, Inc. (NASDAQ: NXTD) (the “Company”) today announced that the Company plans to adjourn the Annual Meeting of Stockholders, scheduled to be held on Tuesday, November 17, 2020 at 9:00 a.m. (Eastern Time), to Friday, November 20, 2020 at 9:00 a.m. (Eastern Time), to be held at the Company’s office at 288 Christian Street, Hangar C 2^ndFloor, Oxford CT 06478. The Company is adjourning the Annual Meeting only with respect to Proposals Number 3 and Number 4. The Company will announce such adjournment at the currently scheduled Annual Meeting.

The Company is adjourning the Annual Meeting to allow its retail stockholders additional time to vote and approve Proposals Number 3 and Number 4, which are described in the Proxy Statement. Proposal Number 3 authorizes the Company’s board of directors (the “Board”) to effect, at its discretion, a reverse stock split of the Company’s common stock at a specific ratio within a range from one-for-three to one-for-ten. Proposal Number 4 authorizes the Board to (i) effect a reverse stock split of all of the Company’s outstanding shares of Series C Non-Convertible Voting Preferred Stock by the same ratio that the Company’s Board selects for the reverse stock split of the Company’s common stock described in Proposal Number 3 and (ii) increase the stated value of the Series C Preferred Stock by the same amount as the ratio of the Series C Preferred reverse stock split.

Each stockholder’s vote matters and is important no matter how many shares they own. The Company requests that its stockholders please take the time to read and respond to the Company’s proxy materials that were previously provided to them and vote promptly. Voting over the phone or on the Internet will require that its stockholders have their proxy control number available. That number is either printed on the voting instruction form, if stockholders received a physical copy of the proxy materials, or accessible through the voting portal, if the proxy materials were electronically delivered. Stockholders who have sold their shares but were a holder of record at the close of business on August 17, 2020, the record date for the Annual Meeting, remain entitled to vote. The Company encourages its stockholders who have already voted against the reverse stock splits to please reconsider voting. In particular, the Board encourages stockholders to vote “FOR” each of the proposals. It is critical that each stockholder vote and vote to support these proposals. The integrity of our Company and each stockholder’s investment will suffer tremendously if the Company is delisted; hence the importance of each vote.

Stockholders who need assistance in submitting their proxy or voting their shares should call the Company’s proxy solicitor, Laurel Hill Advisory Group, at 888-742-1305.

About Nxt-ID, Inc.

Nxt-ID, Inc. (NASDAQ: NXTD) provides technology products and services for healthcare applications. The Company has extensive experience in access control, biometric and behavior-metric identity verification, security and privacy, encryption and data protection, payments, miniaturization and sensor technologies. Through its subsidiary, LogicMark LLC, Nxt-ID, Inc. is a manufacturer and distributor of non-monitored and monitored personal emergency response systems sold through dealers/distributors and the United States Department of Veterans Affairs. Learn more about Nxt-ID at www.nxt-id.com. For Nxt-ID, Inc. corporate information contact: [email protected].

Forward-Looking Statements for Nxt-ID:

This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements reflect management’s current expectations, as of the date of this press release, and involve certain risks and uncertainties. Forward-looking statements include statements herein with respect to the successful execution of the Company’s business strategy. The Company’s actual results could differ materially from those anticipated in these forward-looking statements as a result of various factors. Such risks and uncertainties include, among other things, our ability to establish and maintain the proprietary nature of our technology through the patent process, as well as our ability to possibly license from others patents and patent applications necessary to develop products; the availability of financing; the Company’s ability to implement its long range business plan for various applications of its technology; the Company’s ability to enter into agreements with any necessary marketing and/or distribution partners; the impact of competition, the obtaining and maintenance of any necessary regulatory clearances applicable to applications of the Company’s technology; and management of growth and other risks and uncertainties that may be detailed from time to time in the Company’s reports filed with the Securities and Exchange Commission.

Media Contacts: Vincent S. Miceli
[email protected]

November 16, 2020 8:48 pm

Prologis to Participate in REITWorld 2020: NAREIT’s Virtual Investor Conference

PR Newswire

SAN FRANCISCO, Nov. 16, 2020 /PRNewswire/ — Prologis, Inc. (NYSE: PLD), the global leader in logistics real estate, today announced that Thomas S. Olinger, chief financial officer, will present at REITWorld 2020: NAREIT’s Virtual Investor Conference.

The 30-minute presentation will begin at 3:45 p.m. ET/12:45 p.m. PT on Tuesday, November 17. In order to register for the conference and access the live presentation, please click here. Registration is complimentary for all attendees. For an updated Investor Presentation, please click here.

About Prologis

Prologis, Inc. is the global leader in logistics real estate with a focus on high-barrier, high-growth markets. As of September 30, 2020, the company owned or had investments in, on a wholly owned basis or through co-investment ventures, properties and development projects expected to total approximately 976 million square feet (91 million square meters) in 19 countries. Prologis leases modern logistics facilities to a diverse base of approximately 5,500 customers principally across two major categories: business-to-business and retail/online fulfillment.

Forward-Looking Statements

The statements in this document that are not historical facts are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking statements are based on current expectations, estimates and projections about the industry and markets in which we operate as well as management’s beliefs and assumptions. Such statements involve uncertainties that could significantly impact our financial results. Words such as “expects,” “anticipates,” “intends,” “plans,” “believes,” “seeks,” and “estimates,” including variations of such words and similar expressions, are intended to identify such forward-looking statements, which generally are not historical in nature. All statements that address operating performance, events or developments that we expect or anticipate will occur in the future — including statements relating to rent and occupancy growth, development activity, contribution and disposition activity, general conditions in the geographic areas where we operate, our debt, capital structure and financial position, our ability to form new co-investment ventures and the availability of capital in existing or new co-investment ventures — are forward-looking statements. These statements are not guarantees of future performance and involve certain risks, uncertainties and assumptions that are difficult to predict. Although we believe the expectations reflected in any forward-looking statements are based on reasonable assumptions, we can give no assurance that our expectations will be attained and, therefore, actual outcomes and results may differ materially from what is expressed or forecasted in such forward-looking statements. Some of the factors that may affect outcomes and results include, but are not limited to: (i) national, international, regional and local economic and political climates; (ii) changes in global financial markets, interest rates and foreign currency exchange rates; (iii) increased or unanticipated competition for our properties; (iv) risks associated with acquisitions, dispositions and development of properties; (v) maintenance of real estate investment trust status, tax structuring and changes in income tax laws and rates; (vi) availability of financing and capital, the levels of debt that we maintain and our credit ratings; (vii) risks related to our investments in our co-investment ventures, including our ability to establish new co-investment ventures; (viii) risks of doing business internationally, including currency risks; (ix) environmental uncertainties, including risks of natural disasters; (x) risk related to the current coronavirus pandemic, and (xi) those additional factors discussed in reports filed with the Securities and Exchange Commission by us under the heading “Risk Factors.” We undertake no duty to update any forward-looking statements appearing in this document except as may be required by law.

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SOURCE Prologis, Inc.

November 16, 2020 8:44 pm

Plug Power Inc. Announces Pricing of Upsized Public Offering of Common Stock

LATHAM, N.Y., Nov. 16, 2020 (GLOBE NEWSWIRE) — Plug Power Inc. (“Plug Power”) (NASDAQ: PLUG), a leader in providing clean, reliable energy solutions, today announced the pricing of an upsized offering of 38,000,000 shares of its common stock at a price to the public of $22.25 per share. Plug Power has granted the underwriters a 30-day option to purchase up to an additional 5,700,000 shares at the public offering price, less the underwriting discount. The offering is expected to close on or about November 19, 2020, subject to satisfaction of customary closing conditions. Morgan Stanley is acting as sole book-running manager.

The securities described are being offered by Plug Power pursuant to an automatic shelf registration statement on Form S-3 that was previously filed with the Securities and Exchange Commission (the “SEC”) and declared effective by the SEC. A preliminary prospectus supplement related to the offering has been filed with the SEC. Before you invest, you should read the preliminary prospectus supplement and the accompanying prospectus in that registration statement and other documents filed with the SEC for more information about Plug Power and this offering. You may obtain these documents free of charge by visiting the SEC’s website at www.sec.gov. Copies of the preliminary prospectus and the accompanying prospectus relating to the securities being offered may also be obtained from Morgan Stanley at Morgan Stanley & Co. LLC, Attention: Prospectus Department, 180 Varick Street, 2nd Floor, New York, NY 10014.

This press release does not and shall not constitute an offer to sell or a solicitation of an offer to buy any shares of Plug Power’s common stock, nor shall there be any offer, solicitation or sale of such shares, 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.

About Plug Power

Plug Power is building the hydrogen economy as the leading provider of comprehensive hydrogen fuel cell (HFC) turnkey solutions. The company’s innovative technology powers electric motors with hydrogen fuel cells amid an ongoing paradigm shift in the power, energy, and transportation industries to address climate change and energy security, while providing efficiency gains and meeting sustainability goals.

Plug Power created the first commercially viable market for HFC technology. As a result, the company has deployed over 38,000 fuel cell systems for e-mobility, more than anyone else in the world, and has become the largest buyer of liquid hydrogen, having built and operated a hydrogen highway across North America. Plug Power delivers a significant value proposition to end-customers, including meaningful environmental benefits, efficiency gains, fast fueling, and lower operational costs.

Plug Power’s vertically-integrated GenKey solution ties together all critical elements to power, fuel, and provide service to customers such as Amazon, BMW, The Southern Company, Carrefour, and Walmart. The company is now leveraging its know-how, modular product architecture and foundational customers to rapidly expand into other key markets including zero-emission on-road vehicles, robotics, and data centers.

Cautionary Language Concerning Forward-Looking Statements

This press release contains “forward-looking statements” within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995. All statements other than statements of historical facts contained in this press release, including statements regarding the offering of the shares and the closing of the offering, are forward-looking statements. These forward-looking statements are made as of the date they were first issued and are based on current expectations, estimates, forecasts and projections as well as the beliefs and assumptions of management. Forward-looking statements are subject to a number of risks and uncertainties, many of which involve factors or circumstances that are beyond Plug Power’s control. Plug Power’s actual results could differ materially from those stated or implied in forward-looking statements due to a number of factors, including, but not limited to, the risks related to the offering of the shares, market risks and uncertainties and the impact of any natural disasters or public health emergencies, such as the COVID-19 pandemic. These and other potential risks and uncertainties that could cause actual results to differ from the results predicted are more fully detailed in Plug Power’s filings and reports with the SEC, including the Annual Report on Form 10-K for the year ended December 31, 2019, as amended and supplemented by the Quarterly Reports on Form 10-Q for the quarters ended March 31, 2020, June 30, 2020 and September 30, 2020, as well as other filings and reports that are filed by Plug Power from time to time with the SEC. Plug Power anticipates that subsequent events and developments will cause its views to change and you should consider these factors in evaluating the forward-looking statements and not place undue reliance on such statements. Plug Power undertakes no intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. These forward-looking statements should not be relied upon as representing Plug Power’s views as of any date subsequent to the date of this press release.

Media Contact

Ian Martorana
The Bulleit Group
[email protected]

November 16, 2020 8:43 pm

Pembina Pipeline Corporation Announces Conversion Results for Series 9 Preferred Shares

PR Newswire

CALGARY, AB, Nov. 16, 2020 /PRNewswire/ – Pembina Pipeline Corporation (“Pembina”) (TSX: PPL) (NYSE: PBA) announced today that none of Pembina’s Cumulative Redeemable Rate Reset Class A Preferred Shares, Series 9 (“Series 9 Shares”) (TSX: PPL.PR.I) will be converted into Cumulative Redeemable Floating Rate Class A Preferred Shares, Series 10 of Pembina (“Series 10 Shares”) on December 1, 2020.

After taking into account all the conversion notices received from holders of its outstanding Series 9 Shares by the November 16, 2020 deadline for the conversion of the Series 9 Shares into Series 10 Shares, less than the 1,000,000 Series 9 Shares required to give effect to conversions into Series 10 Shares were tendered for conversion.

About Pembina

Calgary-based Pembina Pipeline Corporation is a leading transportation and midstream service provider that has been serving North America’s energy industry for more than 65 years. Pembina owns an integrated system of pipelines that transport various hydrocarbon liquids and natural gas products produced primarily in western Canada. The Company also owns gas gathering and processing facilities; an oil and natural gas liquids infrastructure and logistics business; is growing an export terminals business; and is currently developing a petrochemical facility to convert propane into polypropylene. Pembina’s integrated assets and commercial operations along the majority of the hydrocarbon value chain allow it to offer a full spectrum of midstream and marketing services to the energy sector. Pembina is committed to identifying additional opportunities to connect hydrocarbon production to new demand locations through the development of infrastructure that would extend Pembina’s service offering even further along the hydrocarbon value chain. These new developments will contribute to ensuring that hydrocarbons produced in the Western Canadian Sedimentary Basin and the other basins where Pembina operates can reach the highest value markets throughout the world.

Purpose of Pembina:

To be the leader in delivering integrated infrastructure solutions connecting global markets:

Customers choose us first for reliable and value-added services;
Investors receive sustainable industry-leading total returns;
Employees say we are the ’employer of choice’ and value our safe, respectful, collaborative and fair work culture; and
Communities welcome us and recognize the net positive impact of our social and environmental commitment.

Pembina’s common shares trade on the Toronto and New York stock exchanges under PPL and PBA, respectively. For more information, visit www.pembina.com.

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SOURCE Pembina Pipeline Corporation

November 16, 2020 8:41 pm

Flotek Announces Third Quarter 2020 Earnings Results

Revenue Improves Sequentially

Maintains Strong Balance Sheet

PR Newswire

HOUSTON, Nov. 16, 2020 /PRNewswire/ — Flotek Industries, Inc. (“Flotek” or the “Company”) (NYSE: FTK) today announced results for the third quarter ended September 30, 2020.

“It has been a challenging period as we continue to navigate through this global market disruption as a result of the health crisis and demand destruction due to the oversupply of crude oil. While our third quarter performance showed some positive signals, we continued to face some headwinds in the business, and our results did not meet our expectations,” said John W. Gibson, Jr., Chairman, President, and Chief Executive Officer. “Flotek is making the investments in the business today to create a strong foundation for 2021 and beyond. We executed a number of important initiatives in the quarter that, while difficult, are critical to the long-term success of the business. To support our long-term vision, we have diversified our business while building three strong business lines centered around creating value from chemistry. Through the acquisition of JP3, we have access to the ‘full stream’ across the hydrocarbon value chain, which positions the Company to benefit from the digital transformation of chemistry. Moreover, we have introduced a janitorial and sanitizing solutions product line that leverages our existing infrastructure and core competencies. Additionally, we see significant international growth opportunities across our business segments, which is an integral part of our long-term strategy to drive greater returns.”

Third Quarter Financial Results

Effective April 1, 2020, Flotek’s Energy Chemistry Technologies segment has been renamed the Chemistry Technologies segment and also includes the Company’s recently launched sanitizer and disinfectant operations. Flotek’s second segment, Data Analytics, was created in conjunction with the acquisition of JP3 Measurement, LLC (“JP3”) on May 18, 2020. Third quarter results for the Data Analytics segment include the first full quarter of JP3 results.

Consolidated Revenues: Flotek generated third quarter 2020 consolidated revenue of $12.7 million for the third quarter, up 43.5% from $8.9 million in the second quarter, and below the $21.9 million in the third quarter 2019. The sequential improvement was primarily driven by an uptick in energy chemistry activity as demand increased in domestic and international markets. The year-over-year decline in revenue reflects continued volatility in the macro-environment for U.S. onshore drilling and completion activity, further impacted by global economic events, as well as concerns related to COVID-19 pressuring productivity and customer demand across the oil and gas market.
Loss from Continuing Operations: The Company reported a loss from continuing operations for the third quarter 2020 of $45.2 million, or a loss of $0.66 per diluted share, compared to a loss from continuing operations in the third quarter 2019 of $11.2 million, or a loss of $0.19 per diluted share. The loss from continuing operations includes unusual, one-time charges related to inventory, finite-lived intangible assets, goodwill, and an earnout payment related to the acquisition of JP3, totaling $0.55 per diluted share, discussed below.

Impairment Charges: As a result of the extended impact of COVID-19 and the subsequent decline in oil and gas demand in the third quarter, Flotek recorded a goodwill impairment charge of $11.7 million and finite-lived intangible assets impairment charge of $12.5 million in the Data Analytics segment.
Inventory Write-downs: As a result of the Company’s product rationalization efforts where it evaluated historical inventory and reduced its product portfolio, Flotek recorded provisions for excess and obsolete inventory (E&O) of $9.6 million during the third quarter, including $5.7 million for Chemistry Technologies and $3.9 million for Data Analytics.
Earn-out Provisions: As a part of the Company’s purchase agreement with JP3 and the related earn-out terms related to Flotek share price performance, the Company recorded an expense of $3.2 million.

Consolidated Operating Expenses: Consolidated operating expenses (excluding depreciation and amortization) were $29.5 million in the third quarter 2020, which included unusual, one-time expenses related to inventory of $9.7 million and the JP3 acquisition of $3.2 million, which contributed to an 24.7% increase from $23.6 million in the same period last year.
Corporate, General, & Administrative Expenses: Corporate general and administrative expenses for the third quarter of 2020 were $2.7 million compared to $5.7 million for the third quarter of 2019.
Adjusted EBITDA: Adjusted EBITDA for the third quarter 2020 was a loss of $6.5 million, which narrowed from the loss of $8.0 million during the third quarter of 2019, driven by headcount and expense reductions in freight, equipment rentals, and travel & entertainment.

Balance Sheet and Liquidity

As of September 30, 2020, the Company had cash and equivalents of $49.1 million. As previously disclosed on April 16, 2020, the Company received a $4.8 million loan and JP3 received a $0.9 million loan, both pursuant to the Paycheck Protection Program administered by the U.S. Small Business Administration as part of the Coronavirus Aid, Relief, and Economic Security Act, known as the “CARES” Act.

In response to the pandemic and the volatile oil and gas market environment, earlier this year, the Company has taken numerous actions to increase its financial flexibility and preserve liquidity, including reducing headcount, decreasing cash compensation for executive officers and the Board of Directors, and cutting back discretionary spending. In the third quarter, the Company continued its cost reduction efforts, including negotiation of key supplier, logistics and lease contracts, as well as reductions in operating expenses in its Data Analytics segment.

Chemistry Technologies Segment

In the third quarter, the Chemistry Technologies segment improved sequentially with a 52% increase in revenue driven by an uptick in energy chemistry activity as demand picked up in domestic and international markets. Furthermore, the Company rationalized its inventory, streamlining its product portfolio by 35% and consequently, Flotek recorded a write-down related to E&O inventory, as previously discussed.

Within its sanitizer and disinfectant operations, Flotek continues to actively sell FDA and EPA-registered products across multiple end-markets, including selling on Amazon. During the third quarter, the Company expanded its offering to include disinfectant and surface cleaners in its existing sanitizer line to establish a full-product offering for the janitorial and sanitizing (JanSan) community, particularly those in commercial and industrial applications.

Following a strong second quarter of growth, Flotek experienced pricing pressure in its sanitizer business in the third quarter, as suppliers with lower quality products offered steep discounts to liquidate inventory ahead of the anticipated tightening of regulatory standards. Flotek expects this disruption to be temporary with excess, low-quality inventory beginning to dissipate from the market.

Data Analytics Segment

As previously announced, in May, Flotek acquired 100% ownership of JP3, an equipment and data company that automates real-time data and analytics to the energy industry to maximize the value of their hydrocarbons. Third quarter results for the Data Analytics segment include the first full quarter of JP3 results.

During the quarter, results for Data Analytics were impacted by reductions in capital budgets by midstream and downstream customers, following the extended impact of COVID-19. As a result of these conditions and the planned transitions to a recurring revenue business model, the Company conducted an impairment analysis which resulted in goodwill and finite-lived intangible assets impairment charges for JP3 in the third quarter, as previously referenced.

During the quarter, the Company focused on reducing operating expenses, implementing a headcount reduction of 35% within the segment, as well as decreasing other operational costs not directly tied to near-term revenue generation.

As a part of the Company’s inventory rationalization study, Flotek identified write-downs related to E&O inventory for the segment, as previously referenced. Additionally, during the quarter, the Company completed its inventory review for JP3 following the acquisition and identified $2.3 million in measurement period adjustments.

Looking forward, the Company is actively focusing on key growth opportunities to transform the business, including:

International market entry, with a focus on the Middle East, Africa and Asia, bolstered by a newly hired Middle East-based business development leader.
Transition from a traditional equipment-based sales model to a recurring, subscription-based model.
Leveraging the collaborative agreement with Phillips 66 to deploy JP3 technology to reduce transmix and deliver cost savings, expand market adoption among refine fuel producers, transporters and distribution terminal operations.

Board of Directors and Executive Management Updates

Flotek recently announced the appointment of Michael Fucci to its Board of Directors. Mr. Fucci was the Former Chairman of Deloitte U.S. LLP and is a thought leader on human capital, diversity & inclusion and business transformation. He brings a strong track record of financial and operational expertise to the board. Mr. Fucci’s announcement expands Flotek’s board to a total of eight directors.
TengBeng Koid, President of Global Business, has expanded his role with the Company to lead the Data Analytics segment.

Conference Call Details

Flotek will host a conference call on Tuesday, November 17, 2020 at 11:00 am CST (12:00 p.m. EST) to discuss its third quarter operating results ended September 30, 2020. To participate in the call, participants should dial 844-835-9986 approximately five minutes prior to the start of the call. The call can also be accessed from Flotek’s website at www.flotekind.com.

About Flotek Industries, Inc.

Flotek Industries, Inc. is a technology-driven, specialty chemistry and data company that serves customers across industrial, commercial and consumer markets. Flotek’s Chemistry Technologies segment develops, manufactures, packages, distributes, delivers, and markets high-quality sanitizers and disinfectants for commercial, governmental and personal consumer use. Additionally, Flotek empowers the energy industry to maximize the value of their hydrocarbon streams and improve return on invested capital through its real-time data platforms and chemistry technologies. Flotek serves downstream, midstream and upstream customers, both domestic and international. Flotek is a publicly traded company headquartered in Houston, Texas, and its common shares are traded on the New York Stock Exchange under the ticker symbol “FTK.” For additional information, please visit Flotek’s web site at www.flotekind.com.

Forward-Looking Statements

Certain statements set forth in this press release constitute forward-looking statements (within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934) regarding Flotek Industries, Inc.’s business, financial condition, results of operations and prospects. Words such as will, continue, expects, anticipates, intends, plans, believes, seeks, estimates and similar expressions or variations of such words are intended to identify forward-looking statements, but are not the exclusive means of identifying forward-looking statements in this press release. Although forward-looking statements in this press release reflect the good faith judgment of management, such statements can only be based on facts and factors currently known to management. Consequently, forward-looking statements are inherently subject to risks and uncertainties, and actual results and outcomes may differ materially from the results and outcomes discussed in the forward-looking statements. Further information about the risks and uncertainties that may impact the Company are set forth in the Company’s most recent filing with the Securities and Exchange Commission on Form 10-K (including, without limitation, in the “Risk Factors” section thereof), and in the Company’s other SEC filings and publicly available documents. Readers are urged not to place undue reliance on these forward-looking statements, which speak only as of the date of this press release. The Company undertakes no obligation to revise or update any forward-looking statements in order to reflect any event or circumstance that may arise after the date of this press release.

Flotek Industries, Inc.
Unaudited Condensed Consolidated Balance Sheets
(in thousands, except share data)

	September 30, 2020	December 31, 2019
ASSETS
Current assets:
Cash and cash equivalents	49,193	$ 100,575
Restricted cash	664	663
Accounts receivable, net of allowance for doubtful accounts of $1,150
and $1,527 at September 30, 2020 and December 31, 2019, respectively	10,629	15,638
Inventories, net	14,370	23,210
Income taxes receivable	754	631
Other current assets	3,427	13,191
Total current assets	79,037	153,908
Property and equipment, net	8,694	39,829
Operating lease right-of-use assets	2,368	16,388
Goodwill	8,092	—
Deferred tax assets, net	249	152
Other intangible assets, net	–	20,323
Other long-term assets	33	—
TOTAL ASSETS	$ 98,473	$ 230,600
LIABILITIES AND STOCKHOLDERS’ & EQUITY
Current liabilities:
Accounts payable	$ 6,201	$ 16,231
Accrued liabilities	13,084	24,552
Income taxes payable	25	—
Interest payable	22	—
Current portion of long-term debt	3,462	—
Current portion of operating lease liabilities	651	486
Current portion of finance lease liabilities	58	55
Total current liabilities	23,503	41,324
Long-term debt, less current portion	2,201	—
Deferred revenue, long-term	104	—
Long-term operating lease liabilities	8,408	16,973
Long-term finance lease liabilities	114	158
Deferred tax liabilities, net	14	116
Total liabilities	34,344	58,571
Stockholders’ Equity:
Preferred stock, $0.0001 par value, 100,000 shares authorized; no shares issued
and outstanding	—	—
Common stock, $0.0001 par value, 140,000,000 shares authorized; 77,972,135
shares issued and 73,323,001 shares outstanding at September 30, 2020;
63,656,897 shares issued and 59,511,416 shares outstanding at December 31, 2019	7	6
Additional paid-in capital	358,726	347,564
Accumulated other comprehensive income	11	181
Accumulated deficit	(261,008)	(142,238)
Treasury stock, at cost; 4,649,134 and 4,145,481 shares at September 30, 2020
and December 31, 2019 respectively	(33,607)	(33,484)
Total stockholders’ equity	64,129	172,029
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$ 98,473	$ 230,600

(1) Results of the Company’s Consumer and Industrial Chemistry Technologies (“CICT”) segment are presented as discontinued operations for all periods. (2) Prior periods presented for 2019 have been adjusted to reflect revisions to results determined not to be material to those prior periods.

Flotek Industries, Inc.
Unaudited Condensed Consolidated Statements of Operations
(in thousands, except per share data)

	Three Months Ended			Nine Months Ended
	30/09/2020	30/09/2019	30/06/2020	30/09/2020	30/09/2019

Revenue	$ 12,739	$ 21,879	$ 8,880	$ 41,035	$ 99,827
Costs and expenses:
Operating expenses (excluding depreciation and amortization)	29,466	23,622	11,632	63,939	105,711
Corporate general and administrative	2,679	5,685	5,395	12,568	19,020
Depreciation and amortization	518	2,058	468	3,177	6,437
Research and development	1,480	2,297	1,638	5,673	6,658
(Gain) loss on disposal of long-lived assets	(37)	3	(22)	(92)	1,096
Impairment of goodwill	11,706	–	–	11,706	–
Impairment of fixed and long-lived assets	12,521	–	–	69,975	–
Total costs and expenses	58,333	33,665	19,111	166,946	138,922
Loss from operations	(45,594)	(11,786)	(10,231)	(125,911)	(39,095)
Other (expense) income:
Gain on Lease Termination	–	–	576	576	–
Interest expense	(19)	(1)	(16)	(40)	(2,014)
Other income, net	291	436	78	322	1,238
Total other income (expense), net	272	435	638	858	(776)
Loss before income taxes	(45,322)	(11,351)	(9,593)	(125,053)	(39,871)
Income tax benefit	81	191	32	6,282	694
Loss from continuing operations	(45,241)	(11,160)	(9,561)	(118,771)	(39,177)
Income from discontinued operations, net of tax	–	117	–	–	44,583
Net (loss) income	(45,241)	(11,043)	(9,561)	(118,771)	5,406
Basic earnings (loss) per common share:
Continuing operations	$ (0.66)	$ (0.19)	$ (0.14)	$ (1.75)	$ (0.67)
Discontinued operations, net of tax	–	–	–	–	0.76
Basic earnings (loss) per common share	$ (0.66)	$ (0.19)	$ (0.14)	$ (1.75)	$ 0.09
Diluted earnings (loss) per common share:
Continuing operations	$ (0.66)	$ (0.19)	$ (0.14)	$ (1.75)	$ (0.67)
Discontinued operations, net of tax	–	–	–	–	0.76
Diluted earnings (loss) per common share	$ (0.66)	$ (0.19)	$ (0.14)	$ (1.75)	$ 0.09
Weighted average common shares:
Weighted average common shares used in computing basic earnings (loss) per common share	68,217	58,608	66,035	68,063	58,491
Weighted average common shares used in computing diluted earnings (loss) per common share	68,217	58,608	66,035	68,063	58,491

(1) Results of the Company’s Consumer and Industrial Chemistry Technologies (“CICT”) segment are presented as discontinued operations for all periods. (2) Prior periods presented for 2019 have been adjusted to reflect revisions to results determined not to be material to those prior periods.

FLOTEK INDUSTRIES, INC.
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)

	Nine months ended September 30,
	2020	2019
Cash flows from operating activities:
Net (loss) income	$ (118,771)	$ 5,406
Less: Income from discontinued operations, net of tax	—	44,583
Loss from continuing operations	(118,771)	(39,177)
Adjustments to reconcile loss from continuing operations to net cash (used in) provided by operating activities:
Change in fair value of contingent consideration	3,200	—
Depreciation and amortization	3,177	6,437
Amortization of deferred financing costs	—	1,428
Provision for doubtful accounts	494	426
Provision for excess and obsolete inventory	10,465	—
Impairment of goodwill	11,706	—
Impairment of right-of-use assets	7,434	—
Impairment of fixed assets	30,178	—
Impairment of intangible assets	32,363	—
Gain/(loss) on disposal of long-lived assets	(668)	1,096
Non-cash lease expense	299	813
Stock compensation expense	2,208	2,829
Deferred income tax provision	(199)	17,983
Reduction in tax benefit related to share-awards	—	24
Changes in current assets and liabilities:
Accounts receivable, net	4,714	21,629
Inventories, net	3,186	3,000
Income taxes receivable	(140)	2,853
Other current assets	823	(4,036)
Other long-term assets	(16)	3,286
Accounts payable	(11,906)	(4,434)
Accrued liabilities	(17,689)	(14,205)
Income taxes payable	25	595
Interest payable	22	(8)
Net cash provided (used in) by operating activities	(39,095)	539
Cash flows from investing activities:
Capital expenditures	(836)	(1,869)
Proceeds from sale of business	9,907	155,498
Proceeds from sale of assets	86	234
Purchase of JP3, net of cash acquired	(26,284)	—
Purchase of patents and other intangible assets	(8)	(590)
Net cash (used in) provided by investing activities	(17,135)	153,273
Cash flows from financing activities:
Borrowings on revolving credit facility	—	42,984
Repayments on revolving credit facility	—	(92,613)
Proceeds from Paycheck Protection Program loan	4,788	—
Purchase of treasury stock related to share-based awards	(123)	(207)
Proceeds from sale of common stock	416	7
Payments for finance leases	(152)	(51)
Net cash provided by (used in) financing activities	4,929	(49,880)
Discontinued operations:
Net cash used in operating activities	—	(321)
Net cash provided by investing activities	—	337
Net cash flows provided discontinued operations	—	16
Effect of changes in exchange rates on cash and cash equivalents	(80)	2
Net (decrease) increase in cash and cash equivalents and restricted cash	(51,381)	103,950
Cash and cash equivalents at beginning of period	100,575	3,044
Restricted cash at beginning of period	$ 663	$ —
Cash and cash equivalents and restricted cash at beginning of period	$ 101,238	$ 3,044
Cash and cash equivalents at end of period	$ 49,193	$ 106,994
Restricted cash at the end of period	$ 664	$ 663
Cash and cash equivalents and restricted cash at end of period	$ 49,857	$ 107,657

Flotek Industries, Inc.
Unaudited Reconciliation of Non-GAAP Items and Non-Cash Items Impacting Earnings
(in thousands)

GAAP Loss from Continuing Operations and Reconciliation to Adjusted EBITDA (Non-GAAP)

		Three Months Ended			Nine Months Ended
		30/09/2020	30/09/2019	30/06/2020	30/09/2020	30/09/2019


Loss from Continuing Operations (GAAP)		$ (45,241)	$ (11,160)	$ (9,561)	$(118,771)	$ (39,177)

	Interest Expense	19	1	16	40	2,014

	Interest Income	(206)	(571)	12	(463)	(1,483)

	Income Tax Benefit	(81)	(191)	(32)	(6,282)	(694)

	Depreciation and Amortization	518	2,058	468	3,177	6,437

	Impairment of Goodwill	11,706	–	–	11,706	–

	Impairment of Fixed and Long Lived Assets	12,521	–	–	69,975	–

EBITDA (Non-GAAP)		$ (20,764)	$ (9,863)	$ (9,097)	$ (40,618)	$ (32,903)

	Stock Compensation Expense	690	1,160	1,059	2,211	2,829

	Severance and Retirement	749	658	1,227	3,514	2,735

	Inventory Write-Down	9,565	–	–	11,033	–

	M&A Transaction Costs	3,219	–	498	3,717	–

	Inventory Step-Up	81	–	155	236	–

	Shareholder-Related Activities	–	4	–	–	656

	(Gain) loss on Disposal of Assets	(37)	3	(22)	(91)	1,096

	Gain on Lease Termination	–	–	(576)	(577)	–

	Supply Chain Contract Commitment	–	–	–	825	–

Adjusted EBITDA (Non-GAAP)		$ (6,497)	$ (8,038)	$ (6,756)	$ (19,750)	$ (25,587)

(1) Management believes that adjusted EBITDA for the three and nine months ended September 30, 2020 and September 30, 2019, and the three months ended June 31, 2020, is useful to investors to assess and understand operating performance, especially when comparing those results with previous and subsequent periods. Management views the expenses noted above to be outside of the Company’s normal operating results. Management analyzes operating results without the impact of the above items as an indicator of performance, to identify underlying trends in the business and cash flow from continuing operations, and to establish operational goals. (2) Results of the Company’s Consumer and Industrial Chemistry Technologies (“CICT”) segment are presented as discontinued operations for all periods. (3) Prior periods presented for 2019 have been adjusted to reflect revisions to results determined not to be material to those prior periods.

View original content to download multimedia:http://www.prnewswire.com/news-releases/flotek-announces-third-quarter-2020-earnings-results-301174147.html

SOURCE Flotek Industries, Inc.

November 16, 2020 8:38 pm

FOUNDATION BUILDING MATERIALS ALERT: Bragar Eagel & Squire, P.C. Investigates Sale of FBM and Encourages Investors to Contact the Firm

NEW YORK, Nov. 16, 2020 (GLOBE NEWSWIRE) — Bragar Eagel & Squire, P.C., a nationally recognized stockholder rights law firm, has launched an investigation into whether the board members of Foundation Building Materials, Inc. (NYSE: FBM) (“FBM”) breached their fiduciary duties or violated the federal securities laws in connection with the company’s acquisition by American Securities LLC.

Click here to learn more and participate in the action.

On November 15, 2020, FBM announced that it had signed an agreement to be acquired by American Securities for approximately $1.37 billion. Pursuant to the merger agreement, FBM stockholders will receive $19.25 in cash for each share of FBM common stock owned. The deal is scheduled to close in the first quarter of 2021.

Bragar Eagel & Squire is concerned that FBM’s board of directors oversaw an unfair process and ultimately agreed to an inadequate merger agreement. Accordingly, the firm is investigating all relevant aspects of the deal and is committed to securing the best result possible for FBM’s stockholders.

If you own shares of FBM and are concerned about the proposed merger, or you are interested in learning more about the investigation or your legal rights and remedies, please contact Melissa Fortunato or Alexandra Raymond by email at [email protected] or telephone at (212) 355-4648, or by filling out this contact form. There is no cost or obligation to you.

Contact Information:

Bragar Eagel & Squire, P.C.
Melissa Fortunato, Esq.
Alexandra Raymond, Esq.
[email protected]
www.bespc.com

November 16, 2020 8:33 pm

The Flowr Corporation Announces Third Quarter 2020 Earnings Date & Amendments to Convertible Debentures and Early Conversion

Flowr will release third quarter earnings after the close
of the financial markets
on Tuesday
,
November 24
^th
, 2020 and
will host a conference call to review results on Tuesday
,
November 24
^th
, 2020 at 5:30
p
.
m
.
ET.
Flowr announces proposing certain amendments to the Convertible Debentures and Early Conversion.

TORONTO, Nov. 16, 2020 (GLOBE NEWSWIRE) — The Flowr Corporation (TSX.V: FLWR; OTC: FLWPF) (“Flowr” or the “Company”) today announces that the Company will release its third quarter 2020 results after the close of the financial markets on Tuesday November 24^th, which will be followed by a conference call and webcast to review these results on Tuesday November 24^th, at 5:30pm Eastern Time.

Conference call and
live
webcast details are as follows:

Webcast: flowrcorp.com/investors/events-and-presentations/
Online registration: http://www.directeventreg.com/registration/event/7384863

Conference call and webcast replay details are as follows:

Toll Free: 1-800-585-8367
Toll/International: 1-416-621-4642
Passcode: 7384863
Webcast Replay: flowrcorp.com/investors/events-and-presentations/
The telephone replay of the conference call will be available through midnight on January 12, 2021.

Amendments to Convertible Debentures and Early Conversion

The Company also announces today that it is proposing to amend the terms of its 10.0% subordinated secured convertible debentures due April 27, 2024 in the aggregate principal amount of $21,579,000 (the “Debentures”).

Pursuant to the terms of the arrangement agreement between the Company and Terrace Global Inc. (“Terrace Global”) dated October 19, 2020 (the “Arrangement Agreement”), Flowr and Terrace Global agreed that as a condition precedent to closing to the arrangement (the “Arrangement”) certain insiders of Flowr will convert at least $11.9 million aggregate principal amount of the Debentures. Assuming that all of the Debentures are exchanged, it would result in the issuance of 62,311,399 common shares in the capital of Flowr (“Common Shares”).

Subject to the approval by the TSX Venture Exchange (“TSXV”), the proposed amendments (collectively, the “Debenture Amendments”) will entitle holders of Debentures (each a “Debentureholder”) who elect to convert Debentures held during the period (the “Early Conversion Period”) commencing on the effective date of the Debenture Amendments and expiring at 5:00 p.m. (Toronto time) on the business immediately preceding the effective date (the “Early Conversion Deadline”) of the Arrangement to convert each $1,000 principal amount of Debentures plus all accrued and unpaid interest from the issue date of the Debentures to the conversion date thereof, resulting in the issuance of 2,887 Common Shares per $1,000 principal amount of Debenture (such 2,887 Common Shares being issued in respect of the conversion of the principal amount of Debentures plus the accrued and unpaid interest, hereafter, the “Early Conversion Opportunity”). The Company will issue a subsequent press release announcing the start of the Early Conversion Period once the Debenture Amendments are made effective.

The Early Conversion Opportunity is being offered by Flowr pursuant to the Debenture Amendments to all Debentureholders during the Early Conversion Period. The Arrangement is expected to close on or about December 22, 2020. Debentureholders may elect not to convert Debentures pursuant to the Debenture Amendments. Any Debentures not converted during the Early Conversion Period and prior to Early Conversion Deadline will remain outstanding and will continue to be governed by the current terms of the debenture between the Company and Computershare Trust Company of Canada dated April 27, 2020 (the “Indenture”).

To be effective, the Debenture Amendments require: (i) the approval of holders of no less than 66 2/3% of the principal amount of the Debentures, which the Company intends to seek by way of written approval of holders of Debentures; and (ii) approval of the TSXV. Certain insiders of the Company holding approximately $11.9 million of the outstanding principal amount of the Debentures (the “Supporting Debentureholders”), representing approximately 55% of the outstanding Debentures, have already agreed to approve or otherwise support the Debenture Amendments and to convert their Debentures on such terms.

During the negotiations in respect of the Arrangement, pursuant to the Arrangement Agreement, the parties based the conversion of the Debentures on an exchange mechanism resulting in the Debentures being converted at the closing of the Arrangement Agreement at a price of $0.50 per share with all accrued and unpaid interest to maturity being converted. In accordance with TSXV policy, the parties seek to amend those terms and the Company has allocated a conversion price equal to $0.37 per Common Share in respect of the conversion of the principal amount of the Debentures converted during the Early Conversion Period and in respect of the accrued and unpaid interest thereon (from the issue date thereof to the conversion date thereof). The conversion price, which is at a discount to the current market price of the Common Shares, reflects the converting Debentureholders’ election to forego the interest that would otherwise accrue and be payable to them until the maturity date of the Debentures plus the release of all security interest granted to such Debentureholder under the Indenture and related Debenture security documents.

If all outstanding Debentures are converted pursuant to the Debenture Amendments, the Company will issue approximately 62,311,399 Common Shares, representing repayment of the entire $21,579,000 aggregate principal amount of such Debentures plus all accrued and unpaid interest thereon from the issue date thereof to the conversion date thereof. If only the Supporting Debentureholders convert the Debentures pursuant to the Debenture Amendments, the Company will issue approximately 34,241,094 Common Shares.

Certain of the Company’s directors, officers, and holders of more than 10% of the outstanding Common Shares, hold Debentures and the Debenture Amendments therefore constitute a “related party transaction” as defined in Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (“MI 61-101”). In accordance with Section 5.4(1) of MI 61-101, the Company is not required to obtain a formal valuation for the Debenture Amendments as the transaction does not fall within one of the prescribed categories of related party transaction under MI 61-101. In addition, the Company is exempt from the requirement to obtain minority approval for the Debenture Amendments as it is relying on the financial hardship exemption pursuant to Section 5.7(e) of MI 61-101. In relying on the financial hardship exemption, the board of directors of the Company (the “Board”) reviewed the terms of the Debenture Amendments and evaluated them in the context of the current and prospective financial position of the Company. The Board (including all of the Company’s independent directors who are independent in respect of the Debentures Amendments) unanimously determined that the Company is in serious financial difficulty, the Debenture Amendments and the transactions contemplated thereby are designed to improve the financial position of the Company and the Debenture Amendments are reasonable in the current circumstances of the Company.

About
The
Flowr Corporation

The Flowr Corporation is a Toronto-headquartered cannabis company with operations in Canada, Europe, and Australia. Its Canadian operating campus, located in Kelowna, BC, includes a purpose-built, GMP-designed indoor cultivation facility; an outdoor and greenhouse cultivation site; and a state-of-the-art R&D facility. From this campus, Flowr produces recreational and medicinal products. Internationally, Flowr intends to service the global medical cannabis market through its subsidiary Holigen, which has a license for cannabis cultivation in Portugal and operates GMP licensed facilities in both Portugal and Australia.

Flowr aims to support improving outcomes through responsible cannabis use and, as an established expert in cannabis cultivation, strives to be the brand of choice for consumers and patients seeking the highest-quality craftsmanship and product consistency across a portfolio of differentiated cannabis products.

For more information, please visit flowrcorp.com or follow Flowr on Twitter: @FlowrCanada and LinkedIn: The Flowr Corporation.

On behalf of The Flowr Corporation:
Vinay Tolia
CEO and Director

CONTACT INFORMATION:

INVESTORS & MEDIA:
Thierry Elmaleh
Head of Capital Markets
(877) 356-9726 ext. 1528
[email protected]

Forward-Looking Information and Statements

This press release contains “forward-looking information” within the meaning of Canadian securities laws, which may include but is not limited to statements made concerning: the proposed Debenture Amendments and the completion and timing thereof; the completion of the Arrangement; receipt of approval from the TSX Venture Exchange and Debentureholders for the Debenture Amendments; the conversion of Debentures by Debentureholders; the issuance of Common Shares upon conversion of the Debentures; and the anticipated release date for the Company’s third quarter 2020 financial results. Often, but not always, forward-looking information can be identified by the use of words such as “plans”, “is expected”, “expects”, “scheduled”, “intends”, “contemplates”, “anticipates”, “believes”, “proposes” or variations (including negative and grammatical variations) of such words and phrases, or state that certain actions, events or results “may”, “could”, “would”, “might” or “will” be taken, occur or be achieved. Such information and statements are based on the current expectations of Flowr’s management and are based on assumptions and subject to risks and uncertainties. Although Flowr’s management believes that the assumptions underlying such information and statements are reasonable, they may prove to be incorrect. The forward-looking events and circumstances discussed in this press release may not occur by certain specified dates or at all and could differ materially as a result of known and unknown risk factors and uncertainties affecting Flowr, including risks relating to: the proposed Debenture Amendments and the completion and timing thereof; the completion of the Arrangement, receipt of approval from the TSX Venture Exchange and Debentureholders for the Debenture Amendments; the conversion of Debentures by Debentureholders; and the issuance of Common Shares upon conversion of the Debentures; the Company being unable to release its third quarter 2020 financial results on the anticipated timeline; general economic and stock market conditions; adverse industry events; loss of markets; future legislative and regulatory developments in Canada and elsewhere; the cannabis industry in Canada generally; the ability of Flowr to implement its business strategies; Flowr’s inability to produce or sell premium quality cannabis, risks and uncertainties detailed from time to time in Flowr’s filings with the Canadian Securities Administrators; the Company’s inability to raise capital or have the liquidity to operate or advance its strategic initiatives and many other factors beyond the control of Flowr.

Although Flowr has attempted to identify important factors that could cause actual actions, events or results to differ materially from those described in forward-looking information or statements, there may be other factors that cause actions, events or results to differ from those anticipated, estimated or intended. No forward-looking information or statement can be guaranteed. Except as required by applicable securities laws, forward-looking information and statements speak only as of the date on which they are made and Flowr undertakes no obligation to publicly update or revise any forward-looking information or statements, whether as a result of new information, future events or otherwise. When considering such forward-looking information and statements, readers should keep in mind the risk factors and other cautionary statements in Flowr’s Annual Information Form dated April 29, 2020 (the “AIF”) and filed with the applicable securities regulatory authorities in Canada. The risk factors and other factors noted in the AIF could cause actual events or results to differ materially from those described in any forward-looking information or statements.

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

November 16, 2020 8:15 pm

Innovative Industrial Properties Expands Long-Term Real Estate Partnership with Kings Garden with Acquisition of New California Property

Innovative Industrial Properties Expands Long-Term Real Estate Partnership with Kings Garden with Acquisition of New California Property

SAN DIEGO–(BUSINESS WIRE)–
Innovative Industrial Properties, Inc. (IIP), the first and only real estate company on the New York Stock Exchange (NYSE: IIPR) focused on the regulated U.S. cannabis industry, announced today that it is extending its long-term real estate relationship with Kings Garden Inc. (Kings Garden), one of California’s top cannabis producers, with the acquisition of a Southern California property, which comprises approximately 192,000 square feet of industrial space.

The purchase price for the property was approximately $25.4 million (excluding transaction costs). Concurrent with the closing of the purchase, IIP entered into a long-term, triple-net lease at the property with Kings Garden, which intends to operate the property as a licensed cannabis cultivation and distribution facility upon completion of redevelopment. Kings Garden is expected to complete additional tenant improvements for the property, for which IIP has agreed to provide reimbursement of up to $25.0 million. Including this property, IIP leases six properties to Kings Garden, representing approximately 364,000 square feet of industrial space and a total commitment (including purchase prices and commitments to fund tenant improvements, but excluding transaction costs) of approximately $95.0 million.

“Kings Garden is one of the preeminent operators in California, and has pioneered industry best practices to develop the highest quality and consistency in its cannabis products,” said Paul Smithers, President and Chief Executive Officer of IIP. “We are thrilled to expand our long-term real estate partnership and support Kings Garden in significantly enhancing their capacity through redevelopment of this new facility to Kings Garden’s exacting environmental controls and specifications.”

As the pioneering real estate investment trust (REIT) for the medical-use cannabis industry, IIP partners with experienced medical-use cannabis operators and serves as a source of capital by acquiring and leasing back their real estate assets, in addition to offering other creative real estate-based capital solutions.

“IIP has been a powerful partner for us, enabling us to expand operations in the largest cannabis market in the world,” said Michael King, Chairman and CEO of Kings Garden. “Kings Garden prides itself on working with only the best and IIP is on a different level from all others, working collaboratively with us to facilitate a smooth transaction. Our partnership with IIP provides us with strategic, non-dilutive capital to continue to leverage our expertise as purveyors of world-class cannabis products, to further increase our reach to patients and customers throughout California. We expect this new facility to increase our production capacity by more than double, adding approximately 50,000 pounds of finished cannabis on an annual basis.”

According to BDS Analytics, through September 30, 2020, California generated over $2.6 billion in regulated cannabis sales, which is expected to grow to nearly $7.4 billion by 2025. Also according to Marijuana Business Daily, while only 168 of California’s 540 cities and counties allow for regulated cannabis companies to operate within their borders as of June, dozens of city and county initiatives were approved by voters this month, which are expected to further increase demand for regulated cannabis products throughout the state.

As of November 16, 2020, IIP owned 64 properties located in Arizona, California, Colorado, Florida, Illinois, Maryland, Massachusetts, Michigan, Minnesota, Nevada, New Jersey, New York, North Dakota, Ohio, Pennsylvania and Virginia, totaling approximately 5.2 million rentable square feet (including approximately 1.9 million rentable square feet under development/redevelopment), which were 99.3% leased (based on square footage) with a weighted-average remaining lease term of approximately 16.3 years. As of November 16, 2020, IIP had invested approximately $943.2 million in the aggregate (excluding transaction costs) and had committed an additional approximately $293.1 million to reimburse certain tenants and sellers for completion of construction and tenant improvements at IIP’s properties. These statistics do not include up to approximately $3.2 million that may be funded in the future pursuant to IIP’s lease with a tenant at one of IIP’s Massachusetts properties, as the tenant at that property may not elect to have IIP disburse those funds to the tenant and pay IIP the corresponding base rent on those funds. These statistics also treat IIP’s Los Angeles, California property as not leased, due to the tenant being in receivership and its ongoing default in its obligation to pay rent at that location.

About Innovative Industrial Properties

Innovative Industrial Properties, Inc. is a self-advised Maryland corporation focused on the acquisition, ownership and management of specialized industrial properties leased to experienced, state-licensed operators for their regulated medical-use cannabis facilities. Innovative Industrial Properties, Inc. has elected to be taxed as a real estate investment trust, commencing with the year ended December 31, 2017. Additional information is available at www.innovativeindustrialproperties.com.

About Kings Garden

Based in Coachella Valley, Kings Garden Inc. is California’s predominant cannabis cultivation, processing and manufacturing company, specializing in the world of premium grade boutique products at an unsurpassed commercial scale. Now one of the largest producers in California, Kings Garden prides itself on having organized highly experienced cannabis management and operations team, while being fully compliant and licensed across the state of California. From its inception, Kings Garden has held unwavering values focused on superior quality of end products, its team of management and employees who are considered family, giving back to local communities, and the advancement of the cannabis industry as a whole. For more information visit https://kingsgarden.com/ or https://www.instagram.com/kingsgarden.ca/.

Innovative Industrial Properties Forward-Looking Statements

This press release contains statements that IIP believes to be “forward-looking statements” within the meaning of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. All statements other than historical facts, including, without limitation, statements regarding the lease and redevelopment of the California property, Kings Garden and the California regulated cannabis market, are forward-looking statements. When used in this press release, words such as we “expect,” “intend,” “plan,” “estimate,” “anticipate,” “believe” or “should” or the negative thereof or similar terminology are generally intended to identify forward-looking statements. Such forward-looking statements are subject to risks and uncertainties that could cause actual results to differ materially from those expressed in, or implied by, such statements. Investors should not place undue reliance upon forward-looking statements. IIP disclaims any obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

View source version on businesswire.com: https://www.businesswire.com/news/home/20201116006098/en/

Catherine Hastings

Chief Financial Officer, Chief Accounting Officer and Treasurer

Innovative Industrial Properties, Inc.

(858) 997-3332

KEYWORDS: United States North America California Maryland

INDUSTRY KEYWORDS: REIT Alternative Medicine Health Commercial Building & Real Estate Construction & Property

MEDIA:

November 16, 2020 8:14 pm

Great Panther Temporarily Suspends Operations at Topia

PR Newswire

TSX: GPR | NYSE American: GPL

VANCOUVER, BC, Nov. 16, 2020 /PRNewswire/ – Great Panther Mining Limited (TSX: GPR) (NYSE-A: GPL) (“Great Panther” or the “Company”) has temporarily suspended operations at the Topia mine in Mexico due to the detection of COVID-19 among the workforce. The health and safety of employees, contractors, and host communities remains a priority.

Testing and tracing of COVID-19 are part of the comprehensive protocols Great Panther has implemented across all of its operations in response to the pandemic. The Company will continue working closely with the local government and regional health authorities to ensure a safe restart of normal operations. A reduced workforce will remain on site to maintain essential activities for the duration of the voluntary suspension.

The suspension of operations is not expected to exceed more than 30 days. For the three months ended September 30, 2020, Topia produced an average of approximately 1,400 gold equivalent ounces per month and accounted for approximately 9% of the Company’s revenues. Great Panther’s Tucano and GMC mines remain in operation with strict COVID-19 protocols in place. The suspension of operations at Topia is not expected to impact the Company’s ability to achieve consolidated production guidance.

Great Panther reaffirms its commitment to the safety of its people and the communities in which it operates and will provide updates of future developments as appropriate.

ABOUT GREAT PANTHER

Great Panther is a growing gold and silver producer focused on the Americas. The Company owns a diversified portfolio of assets in Brazil, Mexico and Peru that includes three operating gold and silver mines, four exploration projects, and an advanced development project. Great Panther is actively exploring large land packages in highly prospective districts and is pursuing acquisition opportunities to complement its existing portfolio. Great Panther trades on the Toronto Stock Exchange trading under the symbol GPR, and on the NYSE American under the symbol GPL.

CAUTIONARY STATEMENT ON FORWARD-LOOKING INFORMATION

This news release contains forward-looking statements within the meaning of the United States Private Securities Litigation Reform Act of 1995 and forward-looking information within the meaning of Canadian securities laws (together, “forward-looking statements”). Such forward-looking statements may include, but are not limited to, statements regarding developments related to COVID-19, including the Company’s plans to suspend operations at its Topia mine and the expectations of the duration of such suspension (30 days), expectation that the suspension of the mine operations at Topia will not materially impact the Company’s ability to achieve consolidated production guidance and expectations around the potential cases of COVID-19 at the Company’s mining operations in Topia and in the community. These forward-looking statements and information reflect the Company’s current views with respect to future events and are necessarily based upon a number of assumptions that, while considered reasonable by the Company, are inherently subject to significant operational, business, economic and regulatory uncertainties and contingencies. These assumptions include the assumption that the Company’s suspension of operations at Topia and work with local government and regional health authorities will be successful at containing the spread of COVID-19 within the proposed suspension period and that the Company will be able to safely resume its operations following the suspension. The foregoing list of assumptions is not exhaustive.

These forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause the actual results, performance or achievements expressed or implied by such forward-looking statements to be materially different. Such factors include, among others, risks and uncertainties relating to: the impact of COVID–19 on the Company’s ability to operate Topia and the related uncertainty regarding the duration of the suspension of operations, which will adversely impact the Company’s anticipated revenues, financial condition and may impact the ability to meet the Company’s production and cost guidance for Topia and the consolidated production guidance for the Company’s operations; the Company may experience difficulties with its operations on care and maintenance and delays in the restart of operations at Topia as a result of COVID-19, including shortages of employees and unavailability of contractors and subcontractors, interruption of supplies and the provision of services from third parties upon which the Company relies and restrictions that governments may impose to address the COVID-19 outbreak; there may be an increase in COVID-19 infection amongst the Company’s employees, contractors and the community, even with the adoption of the suspension and added safety protocols and safeguards, including risk of loss of life; potential political and social risks involving Great Panther’s operations in a foreign jurisdiction; the potential for unexpected costs and expenses or overruns; employee and contractor relations may be adversely impacted; relationships with, and claims by, local communities may be adversely impacted; the Company may experience changes in laws, regulations and government practices in the jurisdictions in which the Company operates, including additional environmental, healthy and safety laws; ability to maintain and renew agreements with local communities to support continued operations; and other risks and uncertainties, including those described in respect of Great Panther, in its annual information form for the year ended December 31, 2019, and material change reports filed with the Canadian Securities Administrators available at www.sedar.com and reports on Form 40-F and Form 6-K filed with the Securities and Exchange Commission and available at www.sec.gov.

There is no assurance that these forward-looking statements will prove accurate or that actual results will not vary materially from these forward-looking statements. Although the Company has attempted to identify important factors that could cause actual results to differ materially, there may be other factors that cause results not to be as anticipated, estimated, described, or intended. Accordingly, readers are cautioned not to place undue reliance on forward looking statements. Forward-looking statements and information are designed to help readers understand management’s current views of our near- and longer-term prospects and may not be appropriate for other purposes. The Company does not intend, nor does it assume any obligation to update or revise forward-looking statements or information, whether as a result of new information, changes in assumptions, future events or otherwise, except to the extent required by applicable law.

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SOURCE Great Panther Mining Limited