OTC Markets Group Welcomes Barksdale Resources Corp. to OTCQX

PR Newswire

NEW YORK, Dec. 3, 2020 /PRNewswire/ — OTC Markets Group Inc. (OTCQX: OTCM), operator of financial markets for over 11,000 U.S. and global securities, today announced Barksdale Resources Corp. (TSX-V: BRO) (OTCQX: BRKCF), a company focused on exploring high quality precious and base metal projects in the Americas, has qualified to trade on the OTCQX® Best Market. Barksdale Resources Corp. upgraded to OTCQX from the OTCQB® Venture Market.

Barksdale Resources Corp. begins trading today on OTCQX under the symbol “BRKCF”.  U.S. investors can find current financial disclosure and Real-Time Level 2 quotes for the company on www.otcmarkets.com.

The OTCQX Market is designed for established, investor-focused U.S. and international companies. To qualify for OTCQX, companies must meet high financial standards, follow best practice corporate governance, and demonstrate compliance with applicable securities laws. Graduating to the OTCQX Market from the OTCQB Market marks an important milestone for companies, enabling them to demonstrate their qualifications and build visibility among U.S. investors.

About Barksdale Resources Corp.

Barksdale is a base metal exploration company headquartered in Vancouver, BC, that is focused on the acquisition, exploration and advancement of highly prospective base metal projects in North America. Barksdale is currently advancing the Sunnyside copper-zinc-lead-silver and San Antonio copper projects, both of which are in Patagonia mining district of southern Arizona, as well as the San Javier copper-gold project in central Sonora, Mexico.

About OTC Markets Group Inc.

OTC Markets Group Inc. (OTCQX: OTCM) operates the OTCQX® Best Market, the OTCQB® Venture Market and the Pink® Open Market for 11,000 U.S. and global securities.  Through OTC Link® ATS and OTC Link ECN, we connect a diverse network of broker-dealers that provide liquidity and execution services.  We enable investors to easily trade through the broker of their choice and empower companies to improve the quality of information available for investors.

To learn more about how we create better informed and more efficient markets, visit www.otcmarkets.com.

OTC Link ATS and OTC Link ECN are SEC regulated ATSs, operated by OTC Link LLC, member FINRA/SIPC.

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Media Contact: OTC Markets Group Inc., +1 (212) 896-4428, [email protected] 

 

 

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SOURCE OTC Markets Group Inc.

Antengene Submits NDAs for XPOVIO® (Selinexor) in Multiple APAC Markets for rrMM and rrDLBCL

PR Newswire

SHANGHAI and HONG KONG, Dec. 3, 2020 /PRNewswire/ — Antengene Corporation Limited (“Antengene”, SEHK: 6996.HK), a leading innovative biopharmaceutical company dedicated to discovering, developing and commercializing global first-in-class and/or best-in class therapeutics in hematology and oncology, announced it has submitted new drug applications (“NDA(s)“) for XPOVIO® (selinexor, ATG-010) to the Health Sciences Authority of Singapore and to the Australian Therapeutic Goods Administration for three indications: the treatment of adult patients with relapsed or refractory multiple myeloma (“rrMM“) who have received at least four prior therapies and whose disease is refractory to at least two proteasome inhibitors, at least two immunomodulatory agents, and an anti-CD38 monoclonal antibody; and in combination with bortezomib and dexamethasone for the treatment of patients with multiple myeloma who have received at least one prior line of therapy; and for the treatment of adult patients with relapsed or refractory diffuse large B-cell lymphoma (“rrDLBCL“), not otherwise specified, including DLBCL arising from follicular lymphoma, after at least two lines of systemic therapy. Australian Therapeutic Goods Administration has accepted the NDA of Antengene on December 2, 2020.

A new drug application (NDA) for XPOVIO® (selinexor) has also been submitted to the Hong Kong Department of Health for the treatment of adult patients with rrMM who have received at least four prior therapies and whose disease is refractory to at least two proteasome inhibitors, at least two immunomodulatory agents, and an anti-CD38 monoclonal antibody.

In South Korea, XPOVIO® (selinexor) has been granted orphan drug designation for the treatment of adult patients with rrMM who have received at least four prior therapies and whose disease is refractory to at least two proteasome inhibitors, at least two immunomodulatory agents, and an anti-CD38 monoclonal antibody and for the treatment of adult patients with rrDLBCL, not otherwise specified, including DLBCL arising from follicular lymphoma, after at least two lines of systemic therapy. 

XPOVIO® (selinexor, ATG-010) is a first-in-class and only-in-class oral selective inhibitor of nuclear export, developed by Antengene and Karyopharm Therapeutics Inc. (NASDAQ: KPTI). In July 2019, the US Food and Drug Administration (FDA) approved XPOVIO® (selinexor) in combination with low-dose dexamethasone for the treatment of rrMM. After its initial approval of rrMM, FDA approved XPOVIO® (selinexor) as a single-agent for the treatment of rrDLBCL in June 2020.

In November 2020, at the Connective Tissue Oncology Society 2020 Annual Meeting (CTOS 2020), Antengene’s partner, Karyopharm Therapeutics, presented positive results from the Phase 3 portion of the randomized, double blind, placebo controlled, cross-over SEAL study evaluating single agent, oral XPOVIO® (selinexor) versus matching placebo in patients with liposarcoma. Karyopharm also recently announced that the ongoing phase 3 SIENDO study of XPOVIO® (selinexor) in patients with endometrial cancer passed planned interim futility analysis and that Data and Safety Monitoring Board (DSMB) recommended the study should proceed as planned without any modifications. Top-line SIENDO study results are expected in the second half of 2021.

About XPOVIO

®

XPOVIO® is a first-in-class and only-in-class oral selective inhibitor of nuclear export compound, developed by Antengene and Karyopharm Therapeutics Inc. (NASDAQ: KPTI). In July 2019, the US Food and Drug Administration (FDA) approved XPOVIO® in combination with low-dose dexamethasone for the treatment of relapsed or refractory multiple myeloma (rrMM) and in June 2020 approved XPOVIO® as a single-agent for the treatment of relapsed or refractory diffuse large B-cell lymphoma (rrDLBCL). XPOVIO® is so far the first and only oral SINE compound approved by the FDA. XPOVIO® is also being evaluated in several other mid-and later-phase clinical trials across multiple solid tumor indications, including liposarcoma and endometrial cancer.

Antengene is conducting two registrational Phase 2 clinical trials of XPOVIO® in China for relapsed refractory multiple myeloma (MARCH) and for relapsed refractory diffuse large B-cell lymphoma (SEARCH), and has initiated clinical trials for high prevalence cancer types in the Asia Pacific region including peripheral T-cell lymphoma and NK/T-cell lymphoma (TOUCH) and KRAS-mutant non-small cell lung cancer (TRUMP).

About Antengene

Antengene Corporation Limited (“Antengene”, SEHK: 6996.HK) is a leading clinical-stage Asia-Pacific biopharmaceutical company focused on innovative oncology medicines. Antengene aims to provide the most advanced anti-cancer drugs to patients in China, the Asia Pacific Region and around the world. Since its establishment, Antengene has built a pipeline of 12 clinical and pre-clinical stage assets, obtained 10 investigational new drug approvals and has 9 ongoing cross-regional clinical trials in Asia Pacific. The vision of Antengene is to “Treat Patients Beyond Borders”. Antengene aims to address significant unmet medical needs by discovering, developing and commercializing first-in-class/best-in-class therapeutics.

Forward-looking statements

The forward-looking statements made in this article relate only to the events or information as of the date on which the statements are made in this article. Except as required by law, we undertake no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise, after the date on which the statements are made or to reflect the occurrence of unanticipated events. You should read this article completely and with the understanding that our actual future results or performance may be materially different from what we expect. In this article, statements of, or references to, our intentions or those of any of our Directors or our Company are made as of the date of this article. Any of these intentions may alter in light of future development.

* XPOVIO® is a registered trademark of Karyopharm Therapeutics Inc.

 

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SOURCE Antengene Corporation Limited

Rupert Resources Reports up to 99.5% Recoveries From Preliminary Metallurgical Work on the Ikkari Discovery With High Gravity Contribution

Rupert Resources Reports up to 99.5% Recoveries From Preliminary Metallurgical Work on the Ikkari Discovery With High Gravity Contribution

TORONTO–(BUSINESS WIRE)–
Rupert Resources today reports the results of preliminary metallurgical test work on two representative samples from the Ikkari Discovery, part of its 100% owned Pahtavaara Project in the Central Lapland Greenstone Belt, Finland. The results showed that up to 99.5% of gold could be recovered using conventional processing methods.

Highlights

  • Initial recoveries of 94 to 97% using a conventional gold extraction process
  • Up to 51% gravity recoverable gold content
  • Regrind of flotation concentrate resulted in total gold extraction of over 99%
  • Low to moderate grinding work index and low reagent consumption
  • Acid mine drainage tests indicate that the host lithology is naturally neutralising
  • Results from process optimisation work expected in Q1 2021

James Withall, CEO of Rupert Resources said “The testwork reported today was undertaken as part of our systematic plan to fully understand the economic potential of the Pahtavaara Project. These metallurgical results are another indication of the favourable technical characteristics and growing economic attractiveness of the new Ikkari discovery. We continue to work on expanding the mineralised envelope at Ikkari and the onset of winter conditions is now allowing drilling of areas which have not been accessible since the discoveries of Heinä South and Ikkari earlier in the year.”

Summary

Test work was undertaken by ALS metallurgical services in Perth, Western Australia, on two representative high and lower grade samples from Ikkari. Sample A from drill hole 120061 (290-303m) was located on an eastern section of Ikkari within a mafic/ultramafic host rock with a grade of 40g/t gold. Sample B from drill hole 120067 (144-157m), was located on a western section of Ikkari within a felsic sediment host rock with a grade of approximately 2.4g/t gold. See Table 1 for full results.

Table 1. Results from preliminary metallurgical test work at Ikkari

Test completed

Sample A

Sample B

Bond ball mill work index (kwh/t)

15.0

19.3

Bond abrasion index

0.1737

0.3236

Knelson gravity recovery (%)

50.7

41.9

Leach recovery (%)

88.6

94.9

Combined Knelson/leach recovery (%)

94.4

97.1

Acid mine drainage test

Material naturally neutralising

Combined recovery after concentrate regrind (%)

99.5

 

Review by Qualified Person, Quality Control and Reports

Mr. Mike Sutton, P.Geo. Director, Dr Charlotte Seabrook, MAIG, RPGeo. Exploration Manager and Brett Kay, Senior Metallurgist of ALS Metallurgy Services, MAUSIMM, are the Qualified Persons as defined by National Instrument 43-101 responsible for the accuracy of scientific and technical information in this news release.

Samples are prepared by ALS Finland in Sodankylä and assayed in ALS laboratories in Ireland, Romania or Sweden. All samples are under watch from the drill site to the storage facility. Samples are assayed using fire assay method with aqua regia digest and analysis by AAS for gold. Over limit analysis for >10 ppm Au is conducted using fire assay and gravimetric finish for assays over >100ppm Au. For multi-element assays Ultra Trace Level Method by HF-HNO3-HClO4 acid digestion, HCl leach and a combination of ICP-MS and ICP-AES is used. The Company’s QA/QC program includes the regular insertion of blanks and standards into the sample shipments, as well as instructions for duplication. Standards, blanks and duplicates are inserted at appropriate intervals. Approximately five percent (5%) of the pulps and rejects are sent for check assaying at a second lab.

About Rupert

Rupert is a Canadian based gold exploration and development company that is listed on the TSX Venture Exchange under the symbol “RUP”. The Company owns the Pahtavaara gold mine, mill, and exploration permits and concessions located in the Central Lapland Greenstone Belt in Northern Finland (“Pahtavaara”). Pahtavaara previously produced over 420koz of gold and 474koz remains in an Inferred mineral resource (4.6 Mt at a grade of 3.2 g/t Au at a 1.5 g/t Au cut-off grade, see the technical report entitled “NI 43-101 Technical Report: Pahtavaara Project, Finland” with an effective date of April 16, 2018, prepared by Brian Wolfe, Principal Consultant, International Resource Solutions Pty Ltd., an independent qualified person under National Instrument 43-101 – Standards of Disclosure for Mineral Projects). The Company also holds a 100% interest in the Surf Inlet Property in British Columbia, a 100% interest in properties in Central Finland and a 20% carried participating interest in the Gold Centre property located adjacent to the Red Lake mine in Ontario.

Web: http://rupertresources.com/

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

Cautionary Note Regarding Forward Looking Statements

This press release contains statements which, other than statements of historical fact constitute “forward-looking statements” within the meaning of applicable securities laws, including statements with respect to: results of exploration activities, mineral resources. The words “may”, “would”, “could”, “will”, “intend”, “plan”, “anticipate”, “believe”, “estimate”, “expect” and similar expressions, as they relate to the Company, are intended to identify such forward-looking statements. Investors are cautioned that forward-looking statements are based on the opinions, assumptions and estimates of management considered reasonable at the date the statements are made, and are inherently subject to a variety of risks and uncertainties and other known and unknown factors that could cause actual events or results to differ materially from those projected in the forward-looking statements. These factors include the general risks of the mining industry, as well as those risk factors discussed or referred to in the Company’s annual Management’s Discussion and Analysis for the year ended February 29, 2020 available at www.sedar.com. Should one or more of these risks or uncertainties materialize, or should assumptions underlying the forward-looking statements prove incorrect, actual results may vary materially from those described herein as intended, planned, anticipated, believed, estimated or expected. Although the Company has attempted to identify important factors that could cause actual actions, events or results to differ materially from those described in forward-looking information, there may be other factors that cause actions, events or results not to be as anticipated, estimated or intended. There can be no assurance that such information will prove to be accurate as actual results and future events could differ materially from those anticipated in such statements. The Company does not intend, and does not assume any obligation, to update these forward-looking statements except as otherwise required by applicable law.

James Withall

Chief Executive Officer

[email protected]

Thomas Credland

Head of Corporate Development

[email protected]

Rupert Resources Ltd

82 Richmond Street East, Suite 203, Toronto, Ontario M5C 1P1

Tel: +1 416-304-9004

KEYWORDS: North America Canada

INDUSTRY KEYWORDS: Mining/Minerals Natural Resources

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Chicago Receives $7.2 Million from JPMorgan Chase’s AdvancingCities Challenge to Improve Access to Affordable Housing in Black and Latino Communities

Chicago Receives $7.2 Million from JPMorgan Chase’s AdvancingCities Challenge to Improve Access to Affordable Housing in Black and Latino Communities

Seven organizations aim to address underinvestment and the disproportionate impact of COVID-19 on South and West side Chicagoans through modular housing, financial products and community leadership development trainings

CHICAGO–(BUSINESS WIRE)–
JPMorgan Chase today announced Chicago is one of seven winning cities in its AdvancingCities Challenge, part of the firm’s $500 million, five-year initiative to drive inclusive growth and create greater economic opportunity in cities. A collaborative of seven organizations will receive a $7.2 million philanthropic investment to boost long-term homeownership through innovative new modular home construction, and financial products and coaching in South and West side neighborhoods, including Back of the Yards, North Lawndale, and Chicago Lawn.

This commitment will support the creation and preservation of over 150 affordable housing units for families and individuals between 60-120% area median income. It builds on JPMorgan Chase’s recent $30 billion commitment to advance racial equity and aligns with Chicago’s INVEST South/West plan, which seeks to invest $750 million in public funding over the next three years to attract private capital.

The effort will be led by The Resurrection Project, in collaboration with Back of the Yards Neighborhood Council, Peace and Education Coalition of the Back of the Yards Neighborhood, Precious Blood Ministry of Reconciliation, Capital Good Fund, Lawndale Christian Development Corporation, and Southwest Organizing Project. Together, these organizations aim to help strengthen recovery efforts in Chicago, and address the needs of Black and Latino communities, which have been disproportionately affected by the COVID-19 pandemic and decades of underinvestment.

With the support from JPMorgan Chase,the collaborative will increase the supply of quality, affordable housing through a modular construction model, which will also add new construction jobs for local residents and begin to close the appraisal gap. Additionally, the collaborative will address the needs of current homeowners and first-time homebuyers to help close the racial homeownership gap for Black and Latino residents. This includes:

  • providing homeownership and consumer lending products for first-time homebuyers and long-term homeowners, like second mortgage loans and rehab loans;
  • creating new financial education and counseling programs that help improve residents’ credit worthiness through low-cost consumer loans and financial coaching; and
  • providing trainings for residents on how to use their collective voice to engage their communities.

“As a leader in building healthier communities, receiving this award is a great achievement for The Resurrection Project (TRP)” said Marisa Novara, Department of Housing Commissioner. “The investment by JPMorgan Chase in AdvancingCities in Chicago is a great testament to the City’s leadership in community development. This City stands ready to work with TRP, its partners and Chase to rebuild communities through homeownership.”

Over the course of the three-year commitment, the collaborative will create and preserve over 150 affordable housing units, engage nearly 3,000 participants in homebuyer preparation, in which 240 will become ready buyers, provide over $2.8 million in affordable mortgage and home improvement loans, and create and preserve $50 million in community wealth for residents.

“Structural barriers have stripped black and brown communities of wealth and opportunity,” says Raul Raymundo, CEO and Co-Founder of The Resurrection Project. “Homeownership is a pathway for families to close the racial wealth gap. TRP and our coalition members are honored to receive the AdvancingCities award, and to partner with JPMorgan Chase, and the city, in this critical work.”

“Access to safe and quality affordable housing is essential to thriving communities but is out of reach for too many Chicagoans,” said Charlie Corrigan, Head of Midwest Philanthropy, JPMorgan Chase. “This is the biggest philanthropic commitment in a single project that JPMorgan Chase has ever made in Chicago, and will contribute to our goal of advancing economic mobility and helping address the racial wealth gap in the city.”

AboutAdvancingCities

AdvancingCities is a $500 million initiative that combines the firm’s lending capital, philanthropic capital and expertise to invest in cities. The program consists of two key features, the AdvancingCities Challenge and large-scale investments in cities where conditions exist for success such as Minneapolis, Boston, Philadelphia, Portland, Baton Rouge, New Orleans and Chicago.

The AdvancingCities Challenge supports collaborative and holistic solutions that tackle pressing needs and systemic challenges to help create more access to capital and opportunity. This year, the competition attracted more than 150 proposals from 78 communities across 35 states and territories. Proposals were required to focus on the strategic drivers of inclusive growth within JPMorgan Chase’s Model for Impact: jobs and skills, small business, neighborhood development and financial health, and build on the firm’s 7 Traits for AdvancingCities.

The 2020 AdvancingCities Challenge leveraged lessons learned from six years of hosting the PRO Neighborhoods competition and the first year of the AdvancingCities Challenge, continuing to emphasize the importance of collaboration, strong leadership, and bold and innovative approaches to help ensure that access to capital and opportunity is more widely shared by diverse communities. This year’s combined challenge sourced solutions that embodied three key factors:

  • A powerful vision for the future shaped by deep community engagement and a shared understanding of goals and priorities to ensure alignment across partners;
  • Strong leadership and collaboration among a diverse set of actors with unique authority and resources to drive sustainable change; and
  • Innovative approaches that are data-driven and evidence-based and that move beyond “business as usual” to change the trajectory of communities that are currently being left behind.

The winning AdvancingCities Challenge initiatives will have access to a wide array of JPMorgan Chase resources, including data and research, employee expertise, and global network. To learn more about AdvancingCities visit www.jpmorganchase.com/advancingcities.

A Commitment to Chicago

This new commitment builds on JPMorgan Chase’s $40 million, three-year philanthropic commitment to Chicago’s South and West sides and its additional $10 million flexible capital commitment to support the sustainable development and preservation of small business and commercial corridors.

JPMorgan Chase also expects to originate an additional 3,000 home purchase loans for Black and Latino families over the next five years as part of its efforts to advance affordable, sustainable homeownership. To do this, the firm has committed an additional $600 million in mortgages.

About JPMorgan Chase & Co.

JPMorgan Chase & Co. (NYSE: JPM) is a leading global financial services firm with assets of $3.2 trillion and operations worldwide. The Firm is a leader in investment banking, financial services for consumers and small businesses, commercial banking, financial transaction processing, and asset management. A component of the Dow Jones Industrial Average, JPMorgan Chase & Co. serves millions of customers in the United States and many of the world’s most prominent corporate, institutional and government clients under its J.P. Morgan and Chase brands. Information about JPMorgan Chase & Co. is available at www.jpmorganchase.com.

JPMorgan Chase media contact:

Brian Hanover

[email protected]

Amalia Kontesi

[email protected]

KEYWORDS: Illinois United States North America

INDUSTRY KEYWORDS: Finance Banking Public Policy/Government Professional Services Small Business Philanthropy State/Local Other Philanthropy Foundation

MEDIA:

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BBTV Showcases Direct Advertising Branded Entertainment Achievements Across its Diverse Network of Content Owners and Brands

BBTV Showcases Direct Advertising Branded Entertainment Achievements Across its Diverse Network of Content Owners and Brands

VANCOUVER, British Columbia–(BUSINESS WIRE)–
BBTV Holdings Inc. (TSX: BBTV), a media tech company that uses technology enabled solutions to help content owners become more successful, is sharing the following recent Direct Advertising Branded Entertainment highlights and achievements as part of its Plus Solutions:

  • BBTV has secured a number of paid direct advertising branded entertainment campaigns across consumer verticals including gaming, entertainment, fashion and food, for brands including: Veritone, Garena, Barnes and Noble, The RealReal, AMC Shudder, ThriveMarket, Hybe, and Complex.com.
  • BBTV executed it’s ninth branded entertainment campaign with its content owner Double Toasted (Korey Coleman) running a branded entertainment advertisement by AMC Shudder. These campaigns endorse the streaming platform through a series of entertaining branded advertisement videos.
  • It is forecast that the global spending power of millennials shall reach approximately $15 trillion by 20221. Brands and Marketers are able to target millennials, through BBTV’s global scale and engaged audience. BBTV’s network generates 471 billion advertising views, Sept’20, LTM across all genres.

Direct Advertising Sales is a key pillar of BBTV’s high margin Plus Solutions, and Branded Entertainment campaigns are a category of direct sales efforts. Branded Entertainment campaigns are a form of advertisement where the ad is the video that is being deployed across BBTV’s channels. BBTV’s margins for this ‘Plus Solution’ are more than four times greater than Base Solutions and platform fees do not apply. BBTV’s Plus Solutions revenue represents approximately 10% of the company’s revenue, Sept’20, LTM and increased 27% from July to September during Q3, 2020 and Direct Advertising, in particular, growing 55% from July to September. Additionally, BBTV is entering its seasonal high revenue period, Q4.

In fiscal Q3 2020, BBTV saw a tailwind lift in ad spending across key sectors including consumer packaged goods, insurance, consumer electronics, entertainment, streaming media services and direct to consumer e-commerce companies. The company also saw the beginnings of an auto resurgence as cars are seen as a safer way to get around.

“Branded Entertainment is an incredibly powerful medium for marketers looking to engage and target their key demographic in an authentic way leveraging our reach and targeted audiences while ensuring the ads are contextually relevant. We have built a suite of complete end to end solutions to ensure advertisers reach their audience and maximise their sales efforts,” comments Shahrzad Rafati, Chairperson and CEO, BBTV. “Migrating content owners from BBTV’s Base to higher margin Plus solutions not only allows them to connect with their fans, but it significantly increases the monetization opportunities for our partners and BBTV.”

The recent branded entertainment campaigns were in the form of in-video shout-outs, brand integration and dedicated brand videos. The campaigns positively endorse specific brands and products.

BBTV Branded Entertainment Showcase

Content Owner: Double Toasted (YouTube Subs 182K, YouTube Monthly Views 2.081M, Facebook followers 19.9k; Instagram followers 11.5K) Double Toasted is a unique and live talk show based out of Austin, Texas. Double Toasted covers a range of topics including current events, pop culture, movie reviews, and the latest viral videos.

Direct Advertising Campaign: Branded Entertainment in the form of Shout Out: BBTV worked with Double Toasted (Korey Coleman) to highlight AMC Shudder, the only premium streaming service for both casual and super fans of thrillers, suspense and horror. This was Double Toasted and AMC Shudder’s ninth integration together.

Content Owner: Bone Collector Unlimited (YouTube Subs 413K, YouTube Monthly Views 170.54K, Instagram 1.1M followers, TikTok 179.5K followers) Legendary streetballer, The Bone Collector aka Larry Williams, is the NBA Playmakers resident ankle breaker. From epic one-on-ones, to on and off the court commentary, Williams is the one to watch and named one of Complex magazine’s 25 Greatest Streetball Players of All Time.

Direct Advertising Campaign: Branded Entertainment in the form of Brand Integration: This BBTV branded interview with Bone Collector Unlimited is part of an ongoing series from Complex & Ruffles called “The Oridgenators,” which spotlights Black leaders across different parts of the culture.

Content Creator: Love Meg (YouTube Subs 552K, YouTube Monthly Views 1.196M, Instagram 129K followers) Love Meg chronicles her everyday routines, vacations, fitness regiments, and child-raising techniques in an authentic and honest way.

Direct Advertising Campaign: Branded Entertainment in the form of Shout Out: BBTV worked with Love Meg to highlight her ability to purchase products and run through a simple cooking recipe for her subscribers. This is BBTV’s second branded entertainment campaign with Love Meg for Thrive Market, in a series to help bring Thrive Market top of mind for mom’s shopping for easy and healthy meal and snack options for their families. BBTV highlighted The RealReal’s consignment store and highlighted both their online store and the precautions they have put in place so people can both shop, and consign safely.

Sam The Cooking Guy (YouTube Subs 2.39M, YouTube Monthly Views 13.05M, Facebook followers 171.6K , Instagram followers 194K, Twitter 38.9K followers, TikTok 2.7K followers). Sam is the ultimate guy for food that’s big in taste and small in effort. He uses his channel to serve up recipes, kitchen basics, and live Q&As where he answers cooking questions.

Direct Advertising Campaign: Branded Entertainment in the form of Shout Out: BBTV worked with Sam the Cooking Guy to highlight his ability to cook fun and healthy meals using products from Thrive Market. This is Sam’s second campaign with Thrive Market showcasing Thrive Market as the go to online grocery store for those seeking high quality products in an attainable e-commerce site.

CJ SO COOL (YouTube Subs 8.41M, YouTube Monthly Views 21.69M, Instagram 3.8M, TikTok followers 447.3K) CJ SO COOL skyrocketed to fame with his YouTube channel that chronicles his life with fiancee Royalty and their six children. He released his first rap single, “Get a Bag,” garnering millions of views on YouTube views. CJ SO COOL continues to cement his rap career with seven singles released to date.

Direct Advertising Campaign: Branded Entertainment in the form of Shout Out: BBTV partnered CJ SO COOL and Hybe to highlight the high-end sneakers and other luxury items to his followers.

Dani DMC (YouTube Subs 425K, YouTube Monthly Views 1.153M, Instagram followers 320K, Twitter followers 4.7K, TikTok followers 114.5K followers). Dani DMC is a content creator, plus size model and confidence activist whose mantra of “fighting for you to love the parts of you no one claps for” is the foundation of her YouTube channel.

Direct Advertising Campaign: Branded Entertainment in the form of Shout Out: BBTV worked with Dani DMC to highlight The RealReal’s consignment store and their simple and safe options for how people can consign. This is one of five deals BBTV has worked on with RealReal in 2020.

Syd’s Vids (YouTube Subs 680K, YouTube Monthly Views 328.07K, Instagram followers 61K, Twitter followers 8.2K, TikTok followers 36.7K) Syd’s Vids is your window into the adventures of Sydney as she tackles her college years at Penn State.

Direct Advertising Campaign: Branded Entertainment in the form of Shout Out: BBTV worked with Syd’s Vids to promote Barnes & Noble’s “Bartebly Write” on both YouTube and Instagram.

AboFlah (YouTube Subs 10.1M, YouTube Monthly Views 126.27M, Instagram followers 1.9M, Twitter 342.3K followers). AboFlah is a very energetic content creator who focuses on gaming, comedy and entertainment. He is currently one of the most prominent, fast growing, and successful gamers in the Arabic-spaking community.

Direct Advertising Campaign: Branded Entertainment in a form of dedicated brand video: BBTV worked with AboFlah to highlight the collaboration between the Netflix series and Free Fire. The campaign engaged our audience by asking them to share their Free Fire gaming tips with AboFlah. The video trended at #1 in just 12 hours, and amassing nearly 7M views to date.

Footnotes:

1https://www.brookings.edu/blog/future-development/2018/04/30/how-to-harness-the-spending-power-of-millennials-move-beyond-the-us/

References/sources:

  • YouTube Monthly Views Source: SocialBlade – Dec 2nd, 2020
  • YouTube Subs Source: YouTube – Dec 2nd, 2020
  • Instagram Followers Source: Instagram – Dec 2nd, 2020
  • Twitter Followers Source: Twitter – Dec 2nd, 2020
  • Facebook Followers Source: Facebook – Dec 2nd, 2020

About BBTV

BBTV is a media and technology company headquartered in Vancouver, Canada. BBTV is an enabling platform with a stated mission of advancing the world through the democratization of content. From individual content creators to global media companies, BBTV monetizes the media of content owners through end-to-end management, distribution and monetization solutions, powered by its innovative VISO Platform, including related proprietary technology, while allowing content owners to focus on their core competency – content creation. In August 2020, BBTV had the second most unique monthly viewers among digital platforms with 615 million globally, who consumed more than 55 billion minutes of video content, the most among media companies*. www.bbtv.com

*Calculations and classifications made by BBTV based on data from Comscore contained in Comscore’s “Top 12 Countries = August 2020 comScore Video Metrix Media Trend – Multi-Platform – Top 100 Video Properties Report”.

Forward-Looking Statements

This press release may contain forward looking information within the meaning of applicable securities legislation, which reflects the Company’s current expectations regarding future events including the expected continuation of content consumption and continued expansion of multiple partnerships from Base to Plus solutions. Forward looking information is based on a number of assumptions, including but not limited to assumptions regarding the changes and trends in our industry or the global economy, that are subject to a number of risks and uncertainties, many of which are beyond the Company’s control, and which could cause actual results and events to differ materially from those that are disclosed in or implied by such forward looking information. Such risks and uncertainties include, but are not limited to the factors discussed under “Risk Factors” in the final prospectus of the Company dated October 22, 2020. The Company does not undertake any obligation to update such forward looking information, whether as a result of new information, future events or otherwise, except as expressly required by applicable law.

BBTV-C

Dan Gamble

Head of PR & Corporate Communications

[email protected]

+1778 873 0422

Ashley Buck

PR and Corporate Communications Specialist

[email protected]

+17788751346

KEYWORDS: North America Canada

INDUSTRY KEYWORDS: Technology Entertainment Other Technology Advertising Online Communications Other Entertainment Social Media Blogging

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Greenwich LifeSciences Announces New Manufacturing Agreement for its Planned Phase III Clinical Trial and Enters into Lease for Office and Lab Space

Greenwich LifeSciences Announces New Manufacturing Agreement for its Planned Phase III Clinical Trial and Enters into Lease for Office and Lab Space

STAFFORD, Texas–(BUSINESS WIRE)–
Greenwich LifeSciences, Inc. (Nasdaq: GLSI) (the “Company”), a clinical-stage biopharmaceutical company focused on the development of GP2, an immunotherapy to prevent breast cancer recurrences in patients who have previously undergone surgery, today announced that it has entered into a contract for the final formulation and filling of GP2 into vials, which when completed will allow for the storage and distribution of GP2 to clinical sites. The contract manufacturer plans to commence activities in 2021. In addition, the Company has leased office, laboratory, and storage space to provide research, manufacturing, and clinical trial support activities.

Snehal Patel, CEO of Greenwich LifeSciences, commented, “We are pleased to have entered into these key manufacturing and facility agreements, which along with the continued recruitment of key opinion leaders and clinical sites, will be some of the major last steps before commencing the upcoming Phase III clinical trial.”

The Company’s new manufacturing partner specializes in the current Good Manufacturing Practice (cGMP) of formulating, filling, and labeling drug vials and follows the recent completion of the manufacturing of the GP2 active ingredient.

The Company’s new facility is located in Stafford, Texas and will enable the Company to support its manufacturing activities, develop analytical methods, and process clinical trial samples. The facility may also be instrumental in supporting potential additional research and development activities into other drug products that could complement the GP2 immunotherapy platform and expand the pipeline of the Company.

About Breast Cancer and HER2/neu Positivity

One in eight U.S. women will develop invasive breast cancer over her lifetime, with approximately 266,000 new breast cancer patients and 3.1 million breast cancer survivors in 2018. HER2/neu (human epidermal growth factor receptor 2) protein is a cell surface receptor protein that is expressed in a variety of common cancers, including in 75% of breast cancers at low (1+), intermediate (2+), and high (3+ or over-expressor) levels.

About Greenwich LifeSciences, Inc.

Greenwich LifeSciences is a clinical-stage biopharmaceutical company focused on the development of GP2, an immunotherapy to prevent breast cancer recurrences in patients who have previously undergone surgery. GP2 is a 9 amino acid transmembrane peptide of the HER2/neu protein. In a randomized, single-blinded, placebo-controlled, multi-center (16 sites led by MD Anderson Cancer Center) Phase IIb clinical trial, no recurrences were observed in the HER2/neu 3+ adjuvant setting after median 5 years of follow-up, if the patient received the 6 primary intradermal injections over the first 6 months (p = 0.0338). Of the 138 patients that have been treated with GP2 to date over 4 clinical trials, GP2 treatment was well tolerated and no serious adverse events were observed related to GP2 immunotherapy. Greenwich LifeSciences is planning to commence a Phase III clinical trial using a similar treatment regime as the Phase IIb clinical trial. For more information on Greenwich LifeSciences, please visit the company’s website: www.greenwichlifesciences.com

Forward-Looking Statement Disclaimer

Statements in this press release contain “forward-looking statements” that are subject to substantial risks and uncertainties. All statements, other than statements of historical fact, contained in this press release are forward-looking statements. Forward-looking statements contained in this press release may be identified by the use of words such as “anticipate,” “believe,” “contemplate,” “could,” “estimate,” “expect,” “intend,” “seek,” “may,” “might,” “plan,” “potential,” “predict,” “project,” “target,” “aim,” “should,” “will” “would,” or the negative of these words or other similar expressions, although not all forward-looking statements contain these words. Forward-looking statements are based on Greenwich LifeSciences Inc.’s current expectations and are subject to inherent uncertainties, risks and assumptions that are difficult to predict. Further, certain forward-looking statements are based on assumptions as to future events that may not prove to be accurate. These and other risks and uncertainties are described more fully in the section titled “Risk Factors” in the final prospectus related to the public offering filed with the Securities and Exchange Commission. Forward-looking statements contained in this announcement are made as of this date, and Greenwich LifeSciences Inc. undertakes no duty to update such information except as required under applicable law.

Company Contact

Snehal Patel

Investor Relations

(832) 819-3232

[email protected]

Investor & Public Relations Contact for Greenwich LifeSciences

Dave Gentry

RedChip Companies Inc.

Office: 1-800-RED CHIP (733 2447)

Cell: (407) 491-4498

[email protected]

KEYWORDS: United States North America Texas

INDUSTRY KEYWORDS: Oncology Health Clinical Trials Research Science Pharmaceutical Biotechnology

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Chevron Offers to Exchange Series of Notes Issued by Noble Energy, Inc.

Chevron Offers to Exchange Series of Notes Issued by Noble Energy, Inc.

For Notes to be Issued by Chevron U.S.A. Inc. and Guaranteed by Chevron Corporation

SAN RAMON, Calif.–(BUSINESS WIRE)–Chevron Corporation (“Chevron”) (NYSE:CVX) and Chevron U.S.A. Inc. (“CUSA”) today announced the commencement of offers to exchange (the “exchange offers”) any and all validly tendered (and not validly withdrawn) and accepted notes of the ten series of notes described in the table below (collectively, the “Old Notes”) issued by Noble Energy, Inc. (“Noble Energy”) for notes to be issued by CUSA and fully and unconditionally guaranteed by Chevron as described in the table below (collectively, the “CUSA Notes”). A registration statement on Form S-4 relating to the issuance of the CUSA Notes was filed with the Securities and Exchange Commission (“SEC”) on December 3, 2020 (the “Registration Statement”) but has not yet been declared effective. Copies of the Prospectus and the Letter of Transmittal (each as defined below) are available to holders through the exchange agent and information agent, D.F. King & Co., Inc., by calling (212) 269-5550 (toll-free) or emailing [email protected].More information is available online here.

Aggregate Principal Amount (mm)

Title of Series of Old Notes

Issuer

CUSIP No.

Title of Series of Notes to be Issued by CUSA and Guaranteed by Chevron

Exchange Consideration (1)

Early Participation Premium (1)

Total

Consideration (1)(2)

$100

 

7.250% Notes due 2023

 

Noble Energy, Inc.(3)

 

654894AE4

 

7.250% Notes due 2023

 

$970

 

$30

 

$1,000

$650

 

3.900% Notes due 2024

 

Noble Energy, Inc.

 

655044AH8

 

3.900% Notes due 2024

 

$970

 

$30

 

$1,000

$250

 

8.000% Senior Notes due 2027

 

Noble Energy, Inc.(3)

 

654894AF1

 

8.000% Notes due 2027

 

$970

 

$30

 

$1,000

$600

 

3.850% Notes due 2028

 

Noble Energy, Inc.

 

655044AP0

 

3.850% Notes due 2028

 

$970

 

$30

 

$1,000

$500

 

3.250% Notes due 2029

 

Noble Energy, Inc.

 

655044AQ8

 

3.250% Notes due 2029

 

$970

 

$30

 

$1,000

$850

 

6.000% Notes due 2041

 

Noble Energy, Inc.

 

655044AE5

 

6.000% Notes due 2041

 

$970

 

$30

 

$1,000

$1,000

 

5.250% Notes due 2043

 

Noble Energy, Inc.

 

655044AG0

 

5.250% Notes due 2043

 

$970

 

$30

 

$1,000

$850

 

5.050% Notes due 2044

 

Noble Energy, Inc.

 

655044AJ4

 

5.050% Notes due 2044

 

$970

 

$30

 

$1,000

$500

 

4.950% Notes due 2047

 

Noble Energy, Inc.

 

655044AN5

 

4.950% Notes due 2047

 

$970

 

$30

 

$1,000

$500

 

4.200% Notes due 2049

 

Noble Energy, Inc.

 

655044AR6

 

4.200% Notes due 2049

 

$970

 

$30

 

$1,000

(1)

Consideration in the form of principal amount of CUSA Notes (referring to the series of CUSA Notes corresponding to the series of Old Notes of like tenor and coupon) per $1,000 principal amount of Old Notes validly tendered and accepted for exchange, subject to any rounding as described herein.

(2)

Includes the Early Participation Premium (as defined below) for Old Notes validly tendered prior to the Early Participation Date described below and not validly withdrawn.

(3)

Formerly known as Noble Affiliates, Inc.

In connection with the exchange offers, Chevron and CUSA are also soliciting consents (the “consent solicitations”) from holders of the Old Notes (on behalf of Noble Energy) to certain proposed amendments to the corresponding indentures pursuant to which such Old Notes were issued (the “Noble Indentures”) which will modify or eliminate certain reporting requirements, restrictive covenants and Events of Default in the Noble Indentures and align such provisions with the terms of all the existing senior notes previously issued by CUSA and guaranteed by Chevron. If the proposed amendments become effective with respect to any series of Old Notes, the amendments will apply to all Old Notes of such series not tendered in the applicable exchange offer.

The exchange offers and consent solicitations commencedon December 3, 2020 and expire at 9:00 a.m., New York City time, on January 4, 2021, unless extended or earlier terminated (the “Expiration Date”). In exchange for each $1,000 principal amount of Old Notes that is validly tendered prior to 5:00 p.m., New York City time, on December 16, 2020, unless extended (such date and time, as it may be extended, the “Early Participation Date”), and not validly withdrawn, holders of such Old Notes will be eligible to receive the total consideration set out in the table above (the “Total Consideration”), which consists of $1,000 principal amount of the corresponding CUSA Notes. The Total Consideration includes an early participation premium set out in the table above (the “Early Participation Premium”), which consists of $30 principal amount of the corresponding series of CUSA Notes per $1,000 principal amount of Old Notes. In exchange for each $1,000 principal amount of Old Notes that is validly tendered after the Early Participation Date but prior to the Expiration Date and not validly withdrawn, holders of such Old Notes will be eligible to receive only the exchange consideration set out in the table above (the “Exchange Consideration”). The consummation of each exchange offer is subject to, and conditional upon, the satisfaction or, where permitted, waiver of the conditions in the Registration Statement. Chevron and CUSA may, at their option and in their sole discretion, waive any such conditions except for the condition that the registration statement of which this prospectus forms a part has been declared effective by the SEC. All conditions to the exchange offers must be satisfied or, where permitted, waived, at or by the Expiration Date.

The CUSA Notes will be unsecured and unsubordinated obligations of CUSA and will rank equally with all other unsecured and unsubordinated indebtedness of CUSA issued from time to time. Each CUSA note will be fully and unconditionally guaranteed by Chevron. Chevron’s guarantees will rank pari passu with Chevron’s other unsecured and unsubordinated indebtedness for borrowed money.

Each CUSA Note issued in exchange for an Old Note will have an interest rate and maturity that is identical to the interest rate and maturity of the tendered Old Note, as well as identical interest payment dates and optional redemption prices (subject to certain technical changes to ensure that calculations of the treasury rate are consistent with the method used in CUSA’s recent issuances of senior notes). No accrued but unpaid interest will be paid on the Old Notes in connection with the exchange offers. However, interest on the applicable CUSA Note will accrue from and including the most recent interest payment date of the tendered Old Note. Subject to the minimum denominations as described in the Registration Statement, the principal amount of each CUSA Note will be rounded down, if necessary, to the nearest whole multiple of $1,000, and CUSA will pay a cash rounding amount equal to the remaining portion, if any, of the exchange price of such Old Note, plus accrued and unpaid interest with respect to such portion of the Old Notes not exchanged.

Questions concerning the terms of the exchange offers or the consent solicitations for the Old Notes should be directed to the dealer manager and solicitation agent:

BofA Securities, Inc.

One Bryant Park

New York, NY 10036

Phone: (704) 999-4067

Email: [email protected]

Questions concerning tender procedures for the Old Notes and requests for additional copies of the Prospectus and the Letter of Transmittal should be directed to the exchange agent and information agent:

D.F. King & Co., Inc.

48 Wall Street, 22nd Floor

New York, New York 10005

Phone: (212) 269-5550

Email: [email protected]

https://www.dfking.com/chevron

The exchange offers and consent solicitations are being made pursuant to the terms and conditions set forth in CUSA and Chevron’s prospectus, dated December 3, 2020 (the “Prospectus), which forms a part of the Registration Statement, and the related Letter of Transmittal and Consent (the “Letter of Transmittal”). Tenders of Old Notes in connection with any of the Exchange Offers may be withdrawn at any time prior to the Expiration Date of the applicable Exchange Offer. Following the Expiration Date, tenders of Old Notes may not be validly withdrawn unless Chevron and CUSA are otherwise required by law to permit withdrawal. Consents to the proposed amendments may be revoked at any time prior to 5:00 p.m., New York City time, on December 16, 2020, unless extended (the “Consent Revocation Deadline”), but may not be revoked at any time thereafter. Consents may be revoked only by validly withdrawing the associated tendered Old Notes. A valid withdrawal of tendered Old Notes prior to the Consent Revocation Deadline will be deemed to be a concurrent revocation of the related consent to the proposed amendments to the relevant Noble Indenture.

Subject to applicable law, each exchange offer and each consent solicitation is being made independently of the other exchange offers and consent solicitations, and Chevron and CUSA reserve the right to terminate, withdraw or amend each exchange offer and each consent solicitation independently of the other exchange offers and consent solicitations at any time and from time to time, as described in the Registration Statement.

This press release is not an offer to sell or a solicitation of an offer to buy any of the securities described herein and is not a solicitation of the related consents. The exchange offers and consent solicitations may be made solely pursuant to the terms and conditions of the Prospectus, the Letter of Transmittal and the other related materials. The exchange offers and consent solicitations are not being made in any state or jurisdiction in which such offers would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

The CUSA Notes are not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to any retail investor in the European Economic Area (“EEA”) or in the United Kingdom (“UK”). For these purposes, a retail investor means a person who is one (or more) of: (i) a retail client as defined in point (11) of Article 4(1) of Directive 2014/65/EU (as amended, “MiFID II”); or (ii) a customer within the meaning of Directive (EU) 2016/97, where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II; or (iii) not a qualified investor as defined in Regulation (EU) 2017/1129. Consequently no key information document required by Regulation (EU) No 1286/2014 (as amended, the “PRIIPs Regulation”) for offering or selling the CUSA Notes or otherwise making them available to retail investors in the EEA or in the UK has been prepared and therefore offering or selling the CUSA Notes or otherwise making them available to any retail investor in the EEA or in the UK may be unlawful under the PRIIPs Regulation.

This communication is only being distributed to and is only directed at: (i) persons who are outside the United Kingdom; or (ii) investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the “FPO”); or (iii) high net worth companies, and other persons to whom it may lawfully be communicated, falling within Article 49(2)(a) to (d) of the FPO (all such persons together being referred to as “relevant persons”). The CUSA Notes are only available to, and any invitation, offer or agreement to subscribe, purchase or otherwise acquire such CUSA Notes will be engaged in only with, relevant persons. Any person who is not a relevant person should not act or rely on this document or any of its contents.

CAUTIONARY STATEMENTS RELEVANT TO FORWARD-LOOKING INFORMATION FOR THE PURPOSE OF “SAFE HARBOR” PROVISIONS OF THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995

This news release contains certain forward-looking statements relating to the operations of Chevron and its consolidated subsidiaries, including CUSA (the “Company”) that are based on management’s current expectations, estimates and projections about the petroleum, chemicals and other energy-related industries. Words or phrases such as “anticipates,” “expects,” “intends,” “plans,” “targets,” “forecasts,” “projects,” “believes,” “seeks,” “schedules,” “estimates,” “positions,” “pursues,” “may,” “could,” “should,” “will,” “budgets,” “outlook,” “trends,” “guidance,” “focus,” “on schedule,” “on track,” “is slated,” “goals,” “objectives,” “strategies,” “opportunities,” “poised,” “potential” and similar expressions are intended to identify such forward-looking statements. These statements are not guarantees of future performance and are subject to certain risks, uncertainties and other factors, many of which are beyond the Company’s control and are difficult to predict. Therefore, actual outcomes and results may differ materially from what is expressed or forecasted in such forward-looking statements. The reader should not place undue reliance on these forward-looking statements, which speak only as of the date of this news release. Unless legally required, the Company undertakes no obligation to update publicly any forward-looking statements, whether as a result of new information, future events or otherwise.

Among the important factors that could cause actual results to differ materially from those in the forward-looking statements are: changing crude oil and natural gas prices and demand for our products, and production curtailments due to market conditions; crude oil production quotas or other actions that might be imposed by the Organization of Petroleum Exporting Countries and other producing countries; public health crises, such as pandemics (including the novel coronavirus (“COVID-19”) pandemic) and epidemics, and any related government policies and actions; changing economic, regulatory and political environments in the various countries in which the Company operates; general domestic and international economic and political conditions; changing refining, marketing and chemicals margins; the Company’s ability to realize anticipated cost savings, expenditure reductions and efficiencies associated with enterprise transformation initiatives; actions of competitors or regulators; timing of exploration expenses; timing of crude oil liftings; the competitiveness of alternate-energy sources or product substitutes; technological developments; the results of operations and financial condition of the company’s suppliers, vendors, partners and equity affiliates, particularly during extended periods of low prices for crude oil and natural gas during the COVID-19 pandemic; the inability or failure of the Company’s joint-venture partners to fund their share of operations and development activities; the potential failure to achieve expected net production from existing and future crude oil and natural gas development projects; potential delays in the development, construction or start-up of planned projects; the potential disruption or interruption of the Company’s operations due to war, accidents, political events, civil unrest, severe weather, cyber threats, terrorist acts, or other natural or human causes beyond the Company’s control; the potential liability for remedial actions or assessments under existing or future environmental regulations and litigation; significant operational, investment or product changes required by existing or future environmental statutes and regulations, including international agreements and national or regional legislation and regulatory measures to limit or reduce greenhouse gas emissions; the potential liability resulting from pending or future litigation; the ability to successfully integrate the operations of the Company and Noble Energy and achieve the anticipated benefits from the transaction; the Company’s other future acquisitions or dispositions of assets or shares or the delay or failure of such transactions to close based on required closing conditions; the potential for gains and losses from asset dispositions or impairments; government mandated sales, divestitures, recapitalizations, industry-specific taxes, tariffs, sanctions, changes in fiscal terms or restrictions on scope of the Company’s operations; foreign currency movements compared with the U.S. dollar; material reductions in corporate liquidity and access to debt markets; the receipt of required board authorizations to pay future dividends; the effects of changed accounting rules under generally accepted accounting principles promulgated by rule-setting bodies; the Company’s ability to identify and mitigate the risks and hazards inherent in operating in the global energy industry; and the factors set forth under the heading “Risk Factors” on pages 18 through 21 of Chevron’s 2019 Annual Report on Form 10-K, in Chevron’s Quarterly Reports on Form 10-Q for the quarters ended September 30, 2020, June 30, 2020 and March 31, 2020, and in subsequent filings with the SEC. Other unpredictable or unknown factors not discussed in this news release could also have material adverse effects on forward-looking statements.

Sean Comey, +1-925-842-5509

 

KEYWORDS: California United States North America

INDUSTRY KEYWORDS: Oil/Gas Energy

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Eyenovia Announces FDA Acceptance of IND for MicroLine for Presbyopia, Clearing Path to Initiate Phase 3 VISION Trial by Year End

Eyenovia Announces FDA Acceptance of IND for MicroLine for Presbyopia, Clearing Path to Initiate Phase 3 VISION Trial by Year End

NEW YORK–(BUSINESS WIRE)–Eyenovia, Inc., (NASDAQ: EYEN), a clinical stage ophthalmic biopharmaceutical company developing a pipeline of microdose array print (MAP™) therapeutics, today announced that the U. S. Food and Drug Administration (FDA) has accepted its Investigational New Drug (IND) application for MicroLine, a proprietary pilocarpine formulation for the improvement in near vision in patients with presbyopia. The Company intends to initiate the Phase 3 VISION program, beginning with the VISION-1 study later this month.

Presbyopia, the age-related hardening of the lens causing blurred near vision, affects approximately 113 million Americans. Vision impairment typically begins after age 40 and is often corrected with eyeglasses, contact lenses or surgery. Because many individuals with presbyopia have otherwise normal vision, presbyopia has been shown to have a negative impact on quality of life and wearing glasses is often the first outward sign of aging.

MicroLine is Eyenovia’s proprietary presbyopia formulation of pilocarpine. Pilocarpine is a well-characterized drug in ophthalmology, with many studies demonstrating its ability to increase the eye’s depth of focus to counter the age-related loss of accommodative effect and improve near vision. The use of pilocarpine for presbyopia as an eye drop may be limited due to the potential for dose-related side effects as well as the inconvenience and inconsistency of dosing with traditional eye droppers. Eyenovia’s MicroLine is a proprietary microdosed formulation of pilocarpine that is delivered via the Company’s Optejet® dispenser. High precision microdosing at approximately 1/5th the drug volume of a traditional eye dropper with the Optejet is designed to deliver targeted, consistent doses more conveniently than typical eyedroppers.

“We prioritized the development of MicroLine because of the significant unmet need we see in presbyopia, and because we believe MicroLine can address many shortcomings of current treatment options by delivering a microdose of pilocarpine via our proprietary Optejet dispenser,” said Dr. Sean Ianchulev, Chief Executive officer and Chief Medical Officer of Eyenovia. “We are on track to initiate the VISION-1 Phase 3 trial by year end, subject to any impacts of COVID-19. We believe the VISION studies could confirm that our approach to presbyopia is a well-tolerated, effective, on-demand complement to reading glasses for those situations when wearing glasses is less than ideal.”

The VISION trials are Phase 3, doubled-masked, placebo-controlled, cross-over superiority trials that will enroll participants between the ages of 40 and 60 with presbyopia. The primary endpoint is binocular distance corrected near visual acuity. MicroLine is intended for the “on demand” symptomatic treatment of near vision impairment secondary to presbyopia.

About Eyenovia, Inc.

Eyenovia, Inc. (NASDAQ: EYEN) is a clinical stage ophthalmic biopharmaceutical company developing a pipeline of microdose array print (MAP) therapeutics. Eyenovia is currently focused on the late-stage development of microdosed medications for presbyopia, myopia progression and mydriasis. For more Information, visit www.eyenovia.com.

Forward-Looking Statements

Except for historical information, all of the statements, expectations and assumptions contained in this press release are forward-looking statements. Forward-looking statements include, but are not limited to, statements that express our intentions, beliefs, expectations, strategies, predictions or any other statements relating to our future activities or other future events or conditions, including estimated market opportunities for our product candidates and platform technology. These statements are based on current expectations, estimates and projections about our business based, in part, on assumptions made by management. These statements are not guarantees of future performance and involve risks, uncertainties and assumptions that are difficult to predict. Therefore, actual outcomes and results may, and are likely to, differ materially from what is expressed or forecasted in the forward-looking statements due to numerous factors discussed from time to time in documents which we file with the U.S. Securities and Exchange Commission. In addition, such statements could be affected by risks and uncertainties related to, among other things: risks of our clinical trials, including, but not limited to, the costs, design, initiation and enrollment (which could still be adversely impacted by COVID-19 and resulting social distancing), timing, progress and results of such trials; the timing and our ability to submit applications for, obtain and maintain regulatory approvals for our product candidates; the potential impacts of COVID-19 on our supply chain; the potential advantages of our product candidates and platform technology; the rate and degree of market acceptance and clinical utility of our product candidates; our estimates regarding the potential market opportunity for our product candidates; reliance on third parties to develop and commercialize our product candidates; the ability of us and our partners to timely develop, implement and maintain manufacturing, commercialization and marketing capabilities and strategies for our product candidates; intellectual property risks; changes in legal, regulatory and legislative environments in the markets in which we operate and the impact of these changes on our ability to obtain regulatory approval for our products; and our competitive position. Any forward-looking statements speak only as of the date on which they are made, and except as may be required under applicable securities laws, Eyenovia does not undertake any obligation to update any forward-looking statements.

Eyenovia Contact:

Eyenovia, Inc.

John Gandolfo

Chief Financial Officer

[email protected]

Eyenovia Investor Contact:

Eric Ribner

LifeSci Advisors, LLC

[email protected]

(646) 751-4363

Eyenovia Media Contact:

Diana Soltesz

Pazanga Health Communications

[email protected]

(818) 618-5634

KEYWORDS: New York United States North America

INDUSTRY KEYWORDS: Pharmaceutical Optical Finance Health FDA Medical Devices Professional Services Clinical Trials

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The AZEK Company Announces Fourth Quarter and Full Year Fiscal 2020 Financial Results

The AZEK Company Announces Fourth Quarter and Full Year Fiscal 2020 Financial Results

Reports Strong Sales Growth and Margin Expansion; Key Initiatives On-Track; Expects Double Digit Sales Growth in Fiscal 2021

FOURTH QUARTER FISCAL 2020 HIGHLIGHTS

  • Consolidated net sales increased 22.4% year-over-year to $263.9 million
  • Residential segment net sales increased 30.0% year-over-year to $232.7 million
  • Net loss of ($64.4) million, largely driven by $102.2 million of IPO and secondary offering related expenses; Net Margin of (24.4%)
  • Adjusted EBITDA increased 25.9% year-over-year to $66.1 million; Adjusted EBITDA Margin expanded 60 basis points to 25.0%

OUTLOOK HIGHLIGHTS

  • First Quarter Fiscal 2021 Outlook – Expecting consolidated net sales growth in the low 20% range year-over-year and Adjusted EBITDA growth in the high 20% range year-over-year
  • Fiscal 2021 Outlook – Expecting consolidated net sales growth of 10% to 14% year-over-year and Adjusted EBITDA growth of mid-teens year-over-year

CHICAGO–(BUSINESS WIRE)–
The AZEK Company Inc. (the “Company” or “AZEK”) (NYSE: AZEK), an industry-leading manufacturer of beautiful, low-maintenance and sustainable residential and commercial building products, today announced financial results for the fourth quarter and fiscal year ended September 30, 2020 (“Fiscal Year 2020”).

CEO COMMENTS

“I am very proud of our accomplishments in fiscal 2020 as we completed a very important year for AZEK and achieved several key milestones,” commented Jesse Singh, AZEK’s Chief Executive Officer. “During the year, we became a public company, successfully managed through an environment impacted by COVID-19 and delivered strong financial results. Our team has done an outstanding job of executing and we ended the year with strong momentum as our fourth quarter Residential segment growth accelerated and our margins expanded. Importantly, we remain on track with our capacity expansion program and key strategic initiatives of growth through innovation, margin expansion via recycling and AIMS, commitment to ESG, and building on our core strengths of brand, manufacturing, R&D and customer connection. We expect these investments will drive benefits for years to come. Additionally, as part of our ongoing commitment to strong corporate governance and diversity, we recently welcomed three new Board members, including Fumbi Chima, Howard Heckes and Romeo Leemrijse, each of whom brings strong leadership, unique experience and diverse perspectives to help AZEK achieve its long-term objectives.”

“We have made great progress with our recycling initiatives. Through AZEK’s recycling programs, approximately 400 million pounds of scrap and waste were diverted from landfills in fiscal year 2020, an increase from approximately 290 million pounds in fiscal year 2019. During the fourth quarter of fiscal 2020, we implemented a strategic material supply relationship with Berry Plastics and established our FULL-CIRCLE PVC Recycling Program where we are sourcing scrap materials direct from fabrication shops, construction sites and remodeling projects. Additionally, we are proud to have received the 2020 Vinyl Recycling Award from the Vinyl Sustainability Council in recognition of recent recycling innovations in our TimberTech AZEK decking product line.”

“While we continue to operate in an uncertain environment, we remain focused on the health and well-being of our employees, channel partners and customers. Our team continues to execute well against our key strategic initiatives, and we remain optimistic about our long-term growth and margin potential,” concluded Mr. Singh.

FOURTH QUARTER FISCAL 2020 CONSOLIDATED RESULTS

Net sales for the fourth quarter of fiscal 2020 increased by $48.4 million, or 22.4%, to $263.9 million from $215.5 million for the fourth quarter of fiscal 2019. The increase was driven by higher sales growth in our Residential segment. Net sales for the Residential segment increased by 30.0%, partially offset by a decrease in the Commercial segment of 14.4%, in each case as compared to the prior year period.

Gross profit for the fourth quarter of fiscal 2020 increased by $20.8 million, or 29.9%, to $90.3 million from $69.5 million for the fourth quarter of fiscal 2019. Gross margin increased 200 basis points to 34.2%, compared to 32.2% for prior year period. The increase in gross margin was primarily driven by the strong results in the Residential segment during the quarter.

Selling, general and administrative expenses increased by $103.4 million to $149.9 million, or 56.8% of net sales, for the fourth quarter of fiscal 2020 from $46.6 million, or 21.6% of net sales, for the fourth quarter of fiscal 2019. The increase was primarily attributable to stock-based compensation costs of $100.3 million related to our IPO and secondary offering and ongoing public company expenses.

Net loss was ($64.4) million, or ($0.43) per share, for the fourth quarter of fiscal 2020 as compared to net loss of ($0.9) million, or ($0.01) per share, for the fourth quarter of fiscal 2019, primarily due to an increase in selling, general and administrative expenses related to additional stock-based compensation expense as a result of our recent public offerings. Net margin was (24.4%) for the fourth quarter of fiscal 2020 as compared to net margin of (0.4%) for the fourth quarter of fiscal 2019.

Adjusted Net Income was $44.4 million, or $0.29 per diluted share, for the fourth quarter of fiscal 2020 as compared to Adjusted Net Income of $16.8 million, or $0.16 per diluted share, for the fourth quarter of fiscal 2019.

Adjusted EBITDA for the fourth quarter of fiscal 2020 increased by $13.6 million, or 25.9%, to $66.1 million from $52.5 million for the fourth quarter of fiscal 2019. The increase was mainly driven by higher sales in the Residential segment, partially offset by higher COVID-19 related production costs and ongoing public company expenses. Adjusted EBITDA Margin expanded 60 basis points to 25.0% from 24.4% for the prior year period.

FOURTH QUARTER FISCAL 2020 SEGMENT RESULTS

Residential Segment

Net sales for the fourth quarter of fiscal 2020 increased by $53.6 million, or 30.0%, to $232.7 million from $179.0 million for the fourth quarter of fiscal 2019. The increase was primarily attributable to higher sales in our Deck, Rail & Accessories business as well as in our Exteriors business as construction and remodeling activity across geographies and channels were strong. Deck, Rail & Accessories net sales increased approximately 35.0% year-over-year.

Segment Adjusted EBITDA for the fourth quarter of fiscal 2020 increased by $20.1 million, or 37.3% to $74.0 million from $53.9 million for the fourth quarter of fiscal 2019. The increase was mainly driven by higher sales, partially offset by additional expenses related to our capacity expansion, higher COVID-19 related production costs and selling, general and administrative expenses. Segment Adjusted EBITDA Margin expanded 170 basis points to 31.8% from 30.1% for the prior year period.

Commercial Segment

Net sales were $31.3 million for the fourth quarter of fiscal 2020 compared to $36.5 million for the fourth quarter of fiscal 2019, a decrease of $5.3 million, or 14.4%. The Commercial segment has greater exposure to the broader economy, and the business saw net sales decline as the effects of COVID-19 impacted certain end market demand during the quarter.

Segment Adjusted EBITDA was $3.9 million for the fourth quarter of fiscal 2020, compared to $7.1 million for the fourth quarter of fiscal 2019. The decrease was primarily driven by lower sales, partially offset by reductions in selling, general and administrative expenses. Segment Adjusted EBITDA Margin was 12.4% for the fourth quarter of fiscal 2020 as compared to 19.5% for the prior year period.

FULL YEAR FISCAL 2020 RESULTS

Net sales for the year ended September 30, 2020 increased by $105.1 million, or 13.2%, to $899.3 million from $794.2 million for the year ended September 30, 2019. The increase was primarily attributable to higher sales in our Residential segment. Net sales for the year ended September 30, 2020 increased for our Residential segment by 17.7% and decreased for our Commercial segment by 7.7%, in each case as compared to the prior year.

Net loss increased by $102.0 million to a net loss of $122.2 million for the year ended September 30, 2020 compared to net loss of $20.2 million for the year ended September 30, 2019, primarily due to $120.5 million of increased selling, general and administrative expenses related to the recognition of additional stock-based compensation expense as a result of our initial public offering and secondary offering, as well as $37.6 million of expenses related to the extinguishment of debt. Net margin was (13.6%) for the year ended September 30, 2020 as compared to net margin of (2.5%) for the year ended September 30, 2019.

Adjusted Net Income was $72.6 million, or $0.59 per diluted share, for the fiscal year ended September 30, 2020 as compared to Adjusted Net Income of $46.7 million, or $0.43 per diluted share, for the fiscal year ended September 30, 2019.

Adjusted EBITDA for the fiscal year ended September 2020 increased by $33.9 million, or 18.9%, to $213.5 million from $179.6 million for the fiscal year ended September 30, 2019. Adjusted EBITDA Margin expanded 110 basis points to 23.7% from 22.6% a year ago.

FULL YEAR FISCAL 2020 SEGMENT RESULTS

Residential Segment

Net sales of the Residential segment for the year ended September 30, 2020 increased by $115.7 million, or 17.7%, to $771.2 million from $655.4 million for the year ended September 30, 2019. The increase was primarily attributable to higher sales in both our Deck, Rail and Accessories and Exteriors businesses driven by continued market growth, success of new products across the portfolio, as well as the benefit from investments in downstream selling capabilities, retail expansion and pricing.

Segment Adjusted EBITDA of the Residential segment for the year ended September 30, 2020 increased by $49.3 million, or 26.1% to $238.1 million from $188.7 million for the year ended September 30, 2019. The increase was mainly driven by higher sales and net manufacturing productivity improvements, partially offset by COVID-19 related production costs. Segment Adjusted EBITDA Margin expanded 210 basis points to 30.9% from 28.8% for the prior year period.

Commercial Segment

Net sales of the Commercial segment decreased by $10.7 million, or 7.7%, to $128.1 million for the year ended September 30, 2020 from $138.8 million for the year ended September 30, 2019. The decrease was primarily driven by lower sales in our Vycom business, as the effects of COVID-19 impacted certain end market demands.

Segment Adjusted EBITDA of the Commercial segment was $15.1 million for the year ended September 30, 2020, compared to $21.5 million for the year ended September 30, 2019. The decrease was primarily driven by lower sales in the Vycom business, partially offset by lower manufacturing costs and reductions in selling, general and administrative expenses. Segment Adjusted EBITDA Margin was 11.8% for the fourth quarter of fiscal 2020 as compared to 15.5% for the prior year period.

BALANCE SHEET, CASH FLOW and LIQUIDITY

As of September 30, 2020, the Company had cash and cash equivalents of $215.0 million and approximately $129.4 million available for future borrowings under our Revolving Credit Facility. Total debt as of September 30, 2020 was $467.7 million.

Net cash provided by operating activities was $98.4 million and $94.9 million for the fiscal years ended September 30, 2020 and 2019, respectively.

OUTLOOK

“As we look ahead to our fiscal 2021, our outlook is based on current strong demand within our Residential segment end markets, balanced by the uncertain macro-economic environment. We expect continued robust demand within our Residential segment across both our Deck, Rail & Accessories and Exteriors businesses, partially offset by continued weakness in our Commercial segment. We remain encouraged by the favorable demand environment driven by secular trends such as material conversion and outdoor living and our ability to expand capacity as we move through the year” added Mr. Singh.

For the first quarter fiscal 2021 guidance, AZEK expects consolidated net sales growth in the low 20% range year-over-year, driven by strong Residential segment growth partially offset by an expected high-teens decline in the Commercial segment. AZEK is expecting Adjusted EBITDA growth in the high 20% range year-over-year.

For the full year fiscal 2021 guidance, AZEK expects consolidated net sales growth of 10% to 14% year-over-year and Adjusted EBITDA growth in the mid-teens range year-over-year following 19% growth in fiscal 2020. From a segment perspective, AZEK expects Residential segment net sales growth in the range of low to mid-teens year-over-year and Commercial segment net sales declining at a mid-single digit rate year-over-year.

CONFERENCE CALL INFORMATION

AZEK will hold a conference call to discuss the results today, Thursday, December 3, 2020 at 9:00 a.m. (CT).

To access the live conference call, please register for the call in advance by visiting http://www.directeventreg.com/registration/event/5657999. Registration will also be available during the call. After registering, a confirmation e-mail will be sent including dial-in details and unique conference call codes for entry. To ensure you are connected for the full call please register at least 10 minutes before the start of the call.

Interested investors and other parties can also listen to a webcast of the live conference call by logging onto the Investor Relations section of the Company’s website at https://investors.azekco.com/events-and-presentations/.

For those unable to listen to the live conference call, a replay will be available approximately two hours after the call through the archived webcast on the AZEK website or by dialing (800) 585-8367 or (416) 621-4642. The conference ID for the replay is 5657999. The replay will be available until 10:59 p.m. (CT) on December 17, 2020.

ABOUT THE AZEK® COMPANY

The AZEK® Company Inc. is an industry-leading designer and manufacturer of beautiful, low-maintenance residential and commercial building products and is committed to innovation, sustainability and research & development. Headquartered in Chicago, Illinois, the company operates manufacturing facilities in Ohio, Pennsylvania and Minnesota. For additional information, please visit azekco.com.

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

This earnings release contains forward-looking statements within the meaning of the safe harbor provisions of the United States Private Securities Litigation Reform Act of 1995. All statements other than statements of historical facts contained in this earnings release, including statements regarding future operations are forward-looking statements. In some cases, forward looking statements may be identified by words such as “believe,” “may,” “will,” “estimate,” “continue,” “anticipate,” “intend,” “could,” “would,” “expect,” “objective,” “plan,” “potential,” “seek,” “grow,” “target,” “if,” and similar expressions intended to identify forward-looking statements. In particular, statements about potential new products and product innovation, statements regarding the potential impact of the COVID-19 pandemic, statements about the markets in which we operate, including growth of our various markets and growth in the use of engineered products, and our expectations, beliefs, plans, strategies, objectives, prospects, assumptions or future events or performance contained in this earnings release are forward-looking statements. We have based these forward-looking statements primarily on our current expectations and projections about future events and trends that we believe may affect our financial condition, results of operations, business strategy, short-term and long-term business operations and objectives and financial needs. These forward-looking statements are subject to a number of risks, uncertainties and assumptions, including those described in the section titled “Risk Factors” set forth in Part I, Item 1A of the Annual Report on Form 10-K for our fiscal year 2020 (our “2020 Annual Report”) and in our other SEC filings. Moreover, we operate in a very competitive and rapidly changing environment. New risks emerge from time to time. It is not possible for our management to predict all risks, nor can we assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements we may make. In light of these risks, uncertainties and assumptions, the future events and trends discussed in this earnings release may not occur and actual results may differ materially and adversely from those anticipated or implied in the forward-looking statements. You should read this earnings release with the understanding that our actual future results, levels of activity, performance and events and circumstances may be materially different from what we expect.

These statements are based on information available to us as of the date of this earnings release. While we believe that such information provides a reasonable basis for these statements, such information may be limited or incomplete. Our statements should not be read to indicate that we have conducted an exhaustive inquiry into, or review of, all relevant information. We disclaim any intention and undertake no obligation to update or revise any of our forward-looking statements after the date of this release to reflect actual results or future events or circumstances whether as a result of new information, future events or otherwise, except as required by law. Given these risks and uncertainties, readers are cautioned not to place undue reliance on such forward-looking statements.

NON-GAAP FINANCIAL MEASURES

To supplement our earnings release and consolidated financial statements prepared and presented in accordance with generally accepted accounting principles in the United States, or (“GAAP”), we use certain non-GAAP performance financial measures, as described within this earnings release, to provide investors with additional useful information about our financial performance, to enhance the overall understanding of our past performance and future prospects and to allow for greater transparency with respect to important metrics used by our management for financial and operational decision-making. We are presenting these non-GAAP financial measures to assist investors in seeing our financial performance from management’s view and because we believe they provide an additional tool for investors to use in comparing our core financial performance over multiple periods with other companies in our industry. Our GAAP financial results include significant expenses that are not indicative of our ongoing operations as detailed within this earnings release.

However, non-GAAP financial measures have limitations in their usefulness to investors because they have no standardized meaning prescribed by GAAP and are not prepared under any comprehensive set of accounting rules or principles. In addition, non-GAAP financial measures may be calculated differently from, and therefore may not be directly comparable to, similarly titled measures used by other companies. As a result, non-GAAP financial measures should be viewed as supplementing, and not as an alternative or substitute for, our earnings release and our consolidated financial statements prepared and presented in accordance with GAAP.

We define Adjusted Gross Profit as gross profit before depreciation and amortization, business transformation costs and acquisition costs as described below. Adjusted Gross Profit Margin is equal to Adjusted Gross Profit divided by net sales.

We define Adjusted Net Income as net income (loss) before amortization, share-based compensation costs, business transformation costs, acquisition costs, initial public offering costs and certain other costs as described below.

We define Adjusted Diluted EPS as Adjusted Net Income divided by weighted average common shares outstanding – diluted, to reflect the conversion or exercise, as applicable, of all outstanding shares of restricted stock awards, restricted stock units and options to purchase shares of our common stock.

We define Adjusted EBITDA as net income (loss) before interest expense, net, income tax (benefit) expense and depreciation and amortization and by adding to or subtracting therefrom items of expense and income as described above.

Adjusted EBITDA Margin is equal to Adjusted EBITDA divided by net sales. Net Leverage is equal to gross debt less cash and cash equivalents, divided by trailing twelve month Adjusted EBITDA. We believe Adjusted Gross Profit, Adjusted Gross Profit Margin, Adjusted Net Income, Adjusted Diluted EPS, Adjusted EBITDA, Adjusted EBITDA Margin and Net Leverage are useful to investors because they help identify underlying trends in our business that could otherwise be masked by certain expenses that can vary from company to company depending on, among other things, its financing, capital structure and the method by which its assets were acquired, and can also vary significantly from period to period. We also add back depreciation and amortization and share-based compensation because we do not consider them indicative of our core operating performance. We believe their exclusion facilitates comparisons of our operating performance on a period-to-period basis. Therefore, we believe that showing gross profit and net income, as adjusted to remove the impact of these expenses, is helpful to investors in assessing our gross profit and net income performance in a way that is similar to the way management assesses our performance. Additionally, EBITDA and EBITDA margin are common measures of operating performance in our industry, and we believe they facilitate operating comparisons. Our management also uses Adjusted Gross Profit, Adjusted Gross Profit Margin, Adjusted EBITDA and Adjusted EBITDA Margin in conjunction with other GAAP financial measures for planning purposes, including as a measure of our core operating results and the effectiveness of our business strategy, and in evaluating our financial performance. Management considers Adjusted Gross Profit and Adjusted Net Income as useful measures because our cost of sales includes the depreciation of property, plant and equipment used in the production of products and the amortization of various intangibles related to our manufacturing processes. Further, management considers Net Leverage as a useful measure to assess our borrowing capacity.

Adjusted Gross Profit, Adjusted Gross Profit Margin, Adjusted Net Income, Adjusted Diluted EPS, Adjusted EBITDA, Adjusted EBITDA Margin and Net Leverage have limitations as analytical tools, and you should not consider them in isolation or as a substitute for analysis of our results as reported under GAAP. Some of these limitations are:

  • These measures do not reflect our cash expenditures, future requirements for capital expenditures or contractual commitments;
  • These measures do not reflect changes in, or cash requirements for, our working capital needs;
  • Adjusted EBITDA and Adjusted EBITDA Margin do not reflect the significant interest expense, or the cash requirements necessary to service interest or principal payments, on our debt;
  • Adjusted EBITDA and Adjusted EBITDA Margin do not reflect our income tax expense or the cash requirements to pay our taxes;
  • Adjusted Gross Profit, Adjusted Net Income, Adjusted Diluted EPS and Adjusted EBITDA exclude the expense of depreciation, in the case of Adjusted Gross Profit and Adjusted EBITDA, and amortization, in each case, of our assets, and, although these are non-cash expenses, the assets being depreciated may have to be replaced in the future;
  • Adjusted Net Income, Adjusted Diluted EPS and Adjusted EBITDA exclude the expense associated with our equity compensation plan, although equity compensation has been, and will continue to be, an important part of our compensation strategy;
  • Adjusted Gross Profit, Adjusted Net Income, Adjusted Diluted EPS and Adjusted EBITDA exclude certain business transformation costs, acquisition costs and other costs, each of which can affect our current and future cash requirements; and
  • Other companies in our industry may calculate Adjusted Gross Profit, Adjusted Gross Profit Margin, Adjusted Net Income, Adjusted Diluted EPS, Adjusted EBITDA, Adjusted EBITDA Margin and Net Leverage differently than we do, limiting their usefulness as comparative measures.

Because of these limitations, none of these metrics should be considered indicative of discretionary cash available to us to invest in the growth of our business or as measures of cash that will be available to us to meet our obligations.

Segment Adjusted EBITDA

Depending on certain circumstance, Segment Adjusted EBITDA may be calculated differently, from time to time, than our Adjusted EBITDA and Adjusted EBITDA Margin, which are further discussed under the heading “Non-GAAP Financial Measures.” Segment Adjusted EBITDA represents a measure of segment profit reported to our chief operating decision maker for the purpose of making decisions about allocating resources to a segment and assessing its performance. For more information regarding how Segment Adjusted EBITDA is determined, see the section titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Segment Results of Operations” set forth in Part II, Item 7 of our 2020 Annual Report and our Consolidated Financial Statements and related notes included in our 2020 Annual Report.

 

The AZEK Company Inc.

Consolidated Balance Sheets

(In thousands of U.S. dollars, except for share and per share amounts)

 

 

 

 

As of September 30,

 

2020

 

 

2019

ASSETS:

 

 

 

 

 

 

Current assets:

 

 

 

 

 

 

Cash and cash equivalents

$

215,012

 

 

$

105,947

Trade receivables, net of allowances

 

70,886

 

 

 

52,623

Inventories

 

130,070

 

 

 

115,391

Prepaid expenses

 

8,367

 

 

 

6,037

Other current assets

 

360

 

 

 

10,592

Total current assets

 

424,695

 

 

 

290,590

Property, plant and equipment, net

 

261,774

 

 

 

208,694

Goodwill

 

951,390

 

 

 

944,298

Intangible assets, net

 

292,374

 

 

 

342,418

Other assets

 

1,623

 

 

 

2,263

Total assets

$

1,931,856

 

 

$

1,788,263

LIABILITIES AND STOCKHOLDERS’ EQUITY:

 

 

 

 

 

 

Current liabilities:

 

 

 

 

 

 

Accounts payable

$

42,059

 

 

 

$ 47,479

Accrued rebates

 

30,362

 

 

 

22,733

Accrued interest

 

1,103

 

 

 

13,578

Current portion of long-term debt obligations

 

─

 

 

 

8,304

Accrued expenses and other liabilities

 

50,516

 

 

 

47,903

Total current liabilities

 

124,040

 

 

 

139,997

Deferred income taxes

 

21,260

 

 

 

34,003

Finance lease obligations ─ less current portion

 

10,910

 

 

 

11,181

Long-term debt ─ less current portion

 

462,982

 

 

 

1,103,313

Other non-current liabilities

 

8,776

 

 

 

9,746

Total liabilities

$

627,968

 

 

$

1,298,240

Commitments and contingencies (Note 17)

 

 

 

 

 

 

Stockholders’ equity:

 

 

 

 

 

 

Preferred stock, $0.001 par value; 1,000,000 shares authorized and no shares

 

 

 

 

 

 

issued and outstanding at September 30, 2020 and September 30, 2019, respectively

 

—

 

 

 

—

Class A common stock, $0.001 par value; 1,100,000,000 shares authorized,

 

 

 

 

 

 

154,637,240 shares issued and outstanding at September 30, 2020, and 75,093,778

 

 

 

 

 

 

issued and outstanding at September 30, 2019

 

155

 

 

 

75

Class B common stock, $0.001 par value; 100,000,000 shares authorized, 100 shares

 

 

 

 

 

 

issued and outstanding at September 30, 2020, and 33,068,963 issued and

 

 

 

 

 

 

outstanding at September 30, 2019

 

—

 

 

 

33

Additional paid-in capital

 

1,587,208

 

 

 

652,493

Accumulated deficit

 

(283,475)

 

 

 

(162,578)

Total stockholders’ equity

 

1,303,888

 

 

 

490,023

Total liabilities and stockholders’ equity

$

1,931,856

 

 

$

1,788,263

 

The AZEK Company Inc.

Consolidated Statements of Comprehensive Income (Loss)

(In thousands of U.S. dollars, except for share and per share amounts)

 

 

Three Months Ended

September 30,

 

 

Years Ended

September 30,

 

2020

 

2019

 

 

2020

 

 

2019

 

 

 

 

 

 

 

 

 

 

 

 

 

Net sales

$

263,920

 

$

215,534

 

 

$

899,259

 

 

$

794,203

Cost of sales

 

173,656

 

 

146,058

 

 

 

603,209

 

 

 

541,006

Gross profit

 

90,264

 

 

69,476

 

 

 

296,050

 

 

 

253,197

Selling, general and administrative expenses

 

149,945

 

 

46,584

 

 

 

308,275

 

 

 

183,572

Other general expenses

 

1,900

 

 

2,921

 

 

 

8,616

 

 

 

9,076

Loss on disposal of plant, property and equipment

 

510

 

 

23

 

 

 

904

 

 

 

1,495

Operating income (loss)

 

(62,091)

 

 

19,948

 

 

 

(21,745)

 

 

 

59,054

Other expenses:

 

 

 

 

 

 

 

 

 

 

 

 

Interest expense

 

6,297

 

 

19,992

 

 

 

71,179

 

 

 

83,205

Loss on extinguishment of debt

 

49

 

 

─

 

 

 

37,587

 

 

 

─

Total other expenses

 

6,346

 

 

19,992

 

 

 

108,766

 

 

 

83,205

Income (loss) before income taxes

 

(68,437)

 

 

(44)

 

 

 

(130,511)

 

 

 

(24,151)

Income tax expense (benefit)

 

(4,078)

 

 

876

 

 

 

(8,278)

 

 

 

(3,955)

Net income (loss)

$

(64,359)

 

$

(920)

 

 

$

(122,233)

 

 

$

(20,196)

Net income (loss) per common share:

 

 

 

 

 

 

 

 

 

 

 

 

Basic and Diluted

$

(0.43)

 

$

(0.01)

 

 

$

(1.01)

 

 

$

(0.19)

Comprehensive income (loss)

$

(64,359)

 

$

(920)

 

 

$

(122,233)

 

 

$

(20,196)

Weighted average shares used in calculating net income (loss) per

common share:

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic and Diluted

 

150,040,704

 

 

108,162,741

 

 

120,775,717

 

 

 

108,162,741 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

The AZEK Company Inc.

Consolidated Statements of Cash Flows

(In thousands of U.S. dollars)

 

 

Years Ended September 30,

 

2020

 

 

2019

 

 

2018

Operating activities:

 

 

 

 

 

 

 

 

 

 

Net income (loss)

$

(122,233)

 

 

$

(20,196)

 

 

$

6,745

Adjustments to reconcile net income (loss) to net cash flows provided by (used in) operating activities:

 

 

 

 

 

 

 

 

 

 

Depreciation expense

 

44,637

 

 

 

33,703

 

 

 

26,293

Amortization expense

 

55,144

 

 

 

60,226

 

 

 

51,372

Non-cash interest expense

 

6,994

 

 

 

3,986

 

 

 

3,339

Deferred income tax benefit

 

(10,110)

 

 

 

(5,321)

 

 

 

(24,125)

Non-cash compensation expense

 

117,084

 

 

 

4,564

 

 

 

3,542

Fair value adjustment for contingent consideration

 

─

 

 

 

53

 

 

 

(1,810)

Loss on disposition of property, plant and equipment

 

904

 

 

 

1,495

 

 

 

791

Bad debt provision

 

512

 

 

 

383

 

 

 

176

Loss on extinguishment of debt

 

37,587

 

 

 

─

 

 

 

─

Changes in operating assets and liabilities:

 

 

 

 

 

 

 

 

 

 

Trade receivables

 

(17,656)

 

 

 

(9,015)

 

 

 

2,211

Inventories

 

(12,146)

 

 

 

(4,492)

 

 

 

953

Prepaid expenses and other current assets

 

1,035

 

 

 

(4,550)

 

 

 

3,460

Accounts payable

 

(4,361)

 

 

 

11,679

 

 

 

4,398

Accrued expenses and interest

 

2,664

 

 

 

20,376

 

 

 

(12,839)

Other assets and liabilities

 

(1,694)

 

 

 

1,981

 

 

 

2,796

Net cash provided by (used in) operating activities

 

98,361

 

 

 

94,872

 

 

 

67,302

Investing activities:

 

 

 

 

 

 

 

 

 

 

Purchases of property, plant and equipment

 

(95,594)

 

 

 

(63,006)

 

 

 

(42,758)

Proceeds from sale of property, plant and equipment

 

253

 

 

 

71

 

 

 

60

Acquisitions, net of cash acquired

 

(18,453)

 

 

 

—

 

 

 

(292,984)

Net cash provided by (used in) investing activities

 

(113,794)

 

 

 

(62,935)

 

 

 

(335,682)

Financing activities:

 

 

 

 

 

 

 

 

 

 

Proceeds from initial public offering, net of related costs

 

820,467

 

 

 

—

 

 

 

—

Proceeds from 2025 Senior Notes

 

346,500

 

 

 

—

 

 

 

—

Redemption of 2021 and 2025 Senior Notes

 

(665,000)

 

 

 

—

 

 

 

—

Payments of debt extinguishment costs related to 2021 and 2025 Senior Notes

 

(24,938)

 

 

 

—

 

 

 

—

Proceeds under Revolving Credit Facility

 

129,000

 

 

 

40,000

 

 

 

30,000

Payments under Revolving Credit Facility

 

(129,000)

 

 

 

(40,000)

 

 

 

(30,000)

Proceeds from long-term debt

 

─

 

 

 

─

 

 

 

224,438

Payments on long-term debt obligations

 

(341,958)

 

 

 

(8,304)

 

 

 

(7,167)

Payments of financing fees related to Term Loan Agreement

 

─

 

 

 

─

 

 

 

(5,179)

Payments of debt issuance costs related to 2025 Senior Notes

 

(7,754)

 

 

 

─

 

 

 

─

Proceeds (repayments) of finance lease obligations

 

(807)

 

 

 

1,405

 

 

 

(656)

Payments of Ultralox contingent consideration

 

─

 

 

 

(2,000)

 

 

 

─

Payments of initial public offering related costs

 

─

 

 

 

(584)

 

 

 

─

Redemption of capital contributions prior to initial public offering

 

(3,553)

 

 

 

(101)

 

 

 

(2,694)

Capital contributions prior to initial public offering

 

1,500

 

 

 

1,311

 

 

 

40,000

Exercise of vested stock options

 

41

 

 

 

─

 

 

 

─

Net cash provided by (used in) financing activities

 

124,498

 

 

 

(8,273)

 

 

 

248,742

Net increase (decrease) in cash and cash equivalents

 

109,065

 

 

 

23,664

 

 

 

(19,638)

Cash and cash equivalents at beginning of period

 

105,947

 

 

 

82,283

 

 

 

101,921

Cash and cash equivalents at end of period

$

215,012

 

 

$

105,947

 

 

$

82,283

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Supplemental cash flow disclosure:

 

 

 

 

 

 

 

 

 

 

Cash paid for interest, net of amounts capitalized

$

76,670

 

 

$

78,807

 

 

$

65,050

Cash paid for income taxes, net

 

1,376

 

 

 

1,252

 

 

 

622

Supplemental non-cash investing and financing disclosure:

 

 

 

 

 

 

 

 

 

 

Capital expenditures in accounts payable at end of period

$

2,089

 

 

$

3,674

 

 

$

4,983

Property, plant and equipment acquired under finance lease obligations

 

966

 

 

 

1,637

 

 

 

7,045

Non-cash equity contribution

 

—

 

 

 

—

 

 

 

2,475

 

 

 

 

 

 

 

 

 

 

 

Adjusted EBITDA and Adjusted EBITDA Margin Reconciliation

 

Three Months Ended

September 30,

 

Years Ended

September 30,

 

 

2020

 

 

2019

 

 

2020

 

 

2019

(In thousands)

 

 

 

 

 

 

 

 

 

 

 

Net income (loss)

$

(64,359)

 

$

(920)

 

$

(122,233)

 

$

(20,196)

Interest expense

 

6,297

 

 

19,992

 

 

71,179

 

 

83,205

Depreciation and amortization

 

24,556

 

 

24,295

 

 

99,781

 

 

93,929

Tax expense (benefit)

 

(4,078)

 

 

876

 

 

(8,278)

 

 

(3,955)

Stock-based compensation costs

 

100,348

 

 

845

 

 

120,517

 

 

3,682

Business transformation costs (1)

 

159

 

 

3,952

 

 

594

 

 

16,560

Acquisition costs (2)

 

58

 

 

454

 

 

1,596

 

 

4,110

Initial public offering and Secondary offering costs (3)

 

1,900

 

 

2,921

 

 

8,616

 

 

9,076

Other costs (4)

 

1,139

 

 

85

 

 

4,154

 

 

(6,845)

Capital structure transaction costs (5)

 

49

 

 

─

 

 

37,587

 

 

─

Total adjustments

 

130,428

 

 

53,420

 

 

335,746

 

 

199,762

Adjusted EBITDA

$

66,069

 

$

52,500

 

$

213,513

 

$

179,566

 

Three Months Ended

September 30,

 

Years Ended

September 30,

 

 

2020

 

 

2019

 

 

2020

 

 

2019

 

 

 

 

 

 

 

 

 

 

 

 

Net income (loss)

 

(24.4)%

 

 

(0.4)%

 

 

(13.6)%

 

 

(2.5)%

Interest expense

 

2.4

 

 

9.3

 

 

7.9

 

 

10.5

Depreciation and amortization

 

9.3

 

 

11.3

 

 

11.1

 

 

11.8

Tax expense (benefit)

 

(1.5)

 

 

0.4

 

 

(0.09)

 

 

(0.5)

Stock-based compensation costs

 

38.0

 

 

0.4

 

 

13.4

 

 

0.5

Business transformation costs

 

0.1

 

 

1.8

 

 

0.1

 

 

2.1

Acquisition costs

 

─

 

 

0.2

 

 

0.2

 

 

0.5

Initial public offering and Secondary offering costs

 

0.7

 

 

1.4

 

 

0.9

 

 

1.1

Other costs

 

0.4

 

 

─

 

 

0.4

 

 

(0.9)

Capital structure transaction costs

 

─

 

 

─

 

 

4.2

 

 

─

Total adjustments

 

49.4%

 

 

24.8%

 

 

37.3%

 

 

25.1%

Adjusted EBITDA Margin

 

25.0%

 

 

24.4%

 

 

23.7%

 

 

22.6%

(1)

Business transformation costs reflect consulting and other costs related to repositioning of our brands of $0.3 million and $4.3 million for fourth quarter 2019, and for fiscal year 2019, respectively, compensation costs related to the transformation of the senior management team of $0.2 million, $0.4 million, $0.4 million, $2.3 million for fourth quarters 2020 and 2019, and for fiscal years 2020 and 2019, respectively, costs related to the relocation of our corporate headquarters of $0.2 million and $2.0 million for fourth quarter 2019 and for fiscal year 2019, respectively, start-up costs of our new recycling facility of $2.4 million and $5.3 million for fourth quarter 2019 and for fiscal year 2019, respectively, and other integration-related costs of $0.7 million and $2.7 million for fourth quarter 2019 and for the fiscal year 2019, respectively.

(2)

Acquisition costs reflect costs directly related to completed acquisitions of $0.1 million and $0.5 million, $0.9 million and $4.1 million for fourth quarters 2020 and 2019, and for fiscal years 2020 and 2019, respectively and inventory step-up adjustments related to recording the inventory of acquired businesses at fair value on the date of acquisition of $0.7 million for fiscal year 2020.

(3)

Initial public offering costs includes $1.4 million in fees related to the Secondary offering of our Class A common stock completed in fiscal year 2020.

(4)

Other costs reflect costs for legal expenses of $0.5 million, $0.2 million, $0.9 million and $0.9 million for fourth quarters 2020 and 2019, and for fiscal years 2020 and 2019, respectively, reduction in workforce costs of $0.4 million for fiscal year 2020, income from an insurance recovery of legal loss of $7.7 million for fiscal year 2019, and costs related to an incentive plan associated with the initial public offering of $0.6 million and $2.9 million for fourth quarter 2020 and for fiscal year 2020, respectively.

(5)

Capital structure transaction costs include loss on extinguishment of debt of $0.1 million for 2025 Senior Notes for fourth quarter 2020 and $1.9 million for the 2021 Senior Notes and $35.7 million for the 2025 Senior Notes for fiscal year 2020.

Adjusted Gross Profit and Adjusted Gross Profit Margin Reconciliation

 

Three Months Ended

September 30,

 

Years Ended

September 30,

 

 

2020

 

 

2019

 

 

2020

 

 

2019

(In thousands)

 

 

 

 

 

 

 

 

 

 

 

Gross Profit

$

90,264

 

$

69,476

 

$

296,050

 

$

253,197

Depreciation and amortization (1)

 

15,813

 

 

14,884

 

 

62,276

 

 

56,398

Business transformation costs (2)

 

─

 

 

2,355

 

 

─

 

 

5,263

Acquisition costs (3)

 

─

 

 

─

 

 

665

 

 

─

Other costs (4)

 

─

 

 

─

 

 

75

 

 

─

Adjusted Gross Profit

$

106,077

 

$

86,715

 

$

359,066

 

$

314,858

 

Three Months Ended

September 30,

 

Years Ended

September 30,

 

 

2020

 

 

2019

 

 

2020

 

 

2019

 

 

 

 

 

 

 

 

 

 

 

 

Gross Profit

 

34.2%

 

 

32.2%

 

 

32.9%

 

 

31.9%

Depreciation and amortization

 

6.0

 

 

6.9

 

 

6.9

 

 

7.1

Business transformation costs

 

─

 

 

1.1

 

 

─

 

 

0.6

Acquisition costs

 

─

 

 

─

 

 

0.1

 

 

─

Other costs

 

─

 

 

─

 

 

─

 

 

─

Adjusted Gross Profit Margin

 

40.2%

 

 

40.2%

 

 

39.9%

 

 

39.6%

(1)

Depreciation and amortization for the fourth quarters 2020 and 2019, and for fiscal years 2020 and 2019 consists of $9.7 million, $8.1 million, $37.6 million and $28.9 million, respectively, of depreciation and $6.1 million, $6.8 million, $24.7 million and $27.5 million, respectively, of amortization of intangible assets, comprised of intangibles relating to our manufacturing processes.

(2)

Business transformation costs reflect startup costs of our new recycling facility of $2.3 million for the fourth quarter 2019 and $5.3 million for fiscal year 2019.

(3)

Acquisition costs reflect inventory step-up adjustments related to recording the inventory of acquired businesses at fair value on the date of acquisition.

(4)

Other costs include reduction in workforce costs of $0.1 million for fiscal year 2020.

Adjusted Net Income and Adjusted Diluted EPS Reconciliation

 

Three Months Ended

September 30,

 

Years Ended

September 30,

 

 

2020

 

 

2019

 

 

2020

 

 

2019

(In thousands)

 

 

 

 

 

 

 

 

 

 

 

Net income (loss)

$

(64,359)

 

$

(920)

 

$

(122,233)

 

$

(20,196)

Amortization (1)

 

13,522

 

 

14,747

 

 

55,144

 

 

60,226

Stock-based compensation costs

 

100,348

 

 

845

 

 

120,517

 

 

3,682

Business transformation costs (2)

 

159

 

 

3,952

 

 

594

 

 

16,560

Acquisition costs (3)

 

58

 

 

454

 

 

1,596

 

 

4,110

Initial public offering and Secondary offering costs (4)

 

1,900

 

 

2,921

 

 

8,616

 

 

9,076

Other costs (5)

 

1,139

 

 

85

 

 

4,154

 

 

(6,845)

Capital structure transaction costs (6)

 

49

 

 

─

 

 

37,587

 

 

─

Tax impact of adjustments (7)

 

(8,463)

 

 

(5,261)

 

 

(33,343)

 

 

(19,950)

Adjusted Net Income

$

44,353

 

$

16,823

 

$

72,632

 

$

46,663

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Three Months Ended

September 30,

 

Years Ended

September 30,

 

 

2020

 

 

2019

 

 

2020

 

 

2019

 

 

 

 

 

 

 

 

 

 

 

 

Net income (loss) per common share – diluted

$

(0.42)

 

$

(0.01)

 

$

(1.00)

 

$

(0.19)

Amortization

 

0.09

 

 

0.14

 

 

0.45

 

 

0.56

Stock-based compensation costs

 

0.65

 

 

0.01

 

 

0.99

 

 

0.04

Business transformation costs

 

─

 

 

0.04

 

 

─

 

 

0.15

Acquisition costs

 

─

 

 

─

 

 

0.01

 

 

0.04

Initial public offering and Secondary offering costs

 

0.01

 

 

0.03

 

 

0.07

 

 

0.08

Other costs

 

0.01

 

 

─

 

 

0.03

 

 

(0.06)

Capital structure transaction costs

 

─

 

 

─

 

 

0.31

 

 

─

Tax impact of adjustments

 

(0.05)

 

 

(0.05)

 

 

(0.27)

 

 

(0.19)

Adjusted Diluted EPS (8)

$

0.29

 

$

0.16

 

$

0.59

 

$

0.43

 

(1)

Effective as of September 30, 2020, we revised the definition of Adjusted Net Income to remove depreciation expense. The prior periods have been recast to reflect the change.

(2)

Business transformation costs reflect consulting and other costs related to repositioning of our brands of $0.3 million and $4.3 million for fourth quarter 2019 and for fiscal year 2019, respectively, compensation costs related to the transformation of the senior management team of $0.2 million, $0.4 million, $0.4 million, $2.3 million for fourth quarters 2020 and 2019, and for fiscal years 2020 and 2019, respectively, costs related to the relocation of our corporate headquarters of $0.2 million and $2.0 million for fourth quarter 2019 and for fiscal year 2019, respectively, start-up costs of our new recycling facility of $2.4 million and $5.3 million for fourth quarter 2019 and for fiscal year 2019, respectively, and other integration-related costs of $0.7 million and $2.7 million for fourth quarter 2019 and for the fiscal year 2019, respectively.

(3)

Acquisition costs reflect costs directly related to completed acquisitions of $0.1 million and $0.5 million, $0.9 million and $4.1 million for fourth quarters 2020 and 2019, and for fiscal years 2020 and 2019, respectively and inventory step-up adjustments related to recording the inventory of acquired businesses at fair value on the date of acquisition of $0.7 million for fiscal year 2020.

(4)

Initial public offering costs includes $1.4 million in fees related to the Secondary offering of our Class A common stock completed in fiscal year 2020.

(5)

Other costs reflect costs for legal expenses of $0.5 million, $0.2 million, $0.9 million and $0.9 million for fourth quarters 2020 and 2019, and for fiscal years 2020 and 2019, respectively, reduction in workforce costs of $0.4 million for fiscal year 2020, income from an insurance recovery of legal loss of $7.7 million for fiscal year 2019, and costs related to an incentive plan associated with the initial public offering of $0.6 million and $2.9 million for fourth quarter 2020 and for fiscal year 2020, respectively.

(6)

Capital structure transaction costs include loss on extinguishment of debt of $0.1 million for 2025 Senior Notes for fourth quarter 2020 and $1.9 million for the 2021 Senior Notes and $35.7 million for the 2025 Senior Notes for fiscal year 2020.

(7)

Tax impact of adjustments is based on applying a combined U.S. federal and state statutory tax rate of 24.5%, 24.0%, 24.5% and 24.0% for fourth quarters 2020 and 2019, and for fiscal years 2020 and 2019, respectively.

(8)

Weighted average common shares outstanding used in computing diluted net income (loss) per common share is 154,812,555 shares for fourth quarter 2020, 108,162,741 shares for fourth quarter 2019, 122,128,515 shares for fiscal year 2020, and 108,162,741 shares for fiscal year 2019.

Net Leverage Reconciliation

 

 

 

 

Year Ended

September 30,

(In thousands)

 

 

 

2020

 

 

 

 

 

Net income (loss)

 

 

 

$

(122,233)

Interest expense

 

 

 

 

71,179

Depreciation and amortization

 

 

 

 

99,781

Tax expense (benefit)

 

 

 

 

(8,278)

Stock-based compensation costs

 

 

 

 

120,517

Asset impairment costs

 

 

 

─

Business transformation costs

 

 

 

 

594

Acquisition costs

 

 

 

 

1,596

Initial public offering and Secondary offering costs

 

 

 

 

8,616

Other costs

 

 

 

 

4,154

Capital structure transaction costs

 

 

 

 

37,587

Total adjustments

 

 

 

 

335,746

Adjusted EBITDA

 

 

 

$

213,513

 

 

 

 

 

Long-term debt ─ less current portion

 

 

 

$

462,982

Unamortized deferred financing fees

 

 

 

 

4,165

Unamortized original issue discount

 

 

 

 

507

Gross debt

 

 

 

$

467,654

Cash and cash equivalents

 

 

 

 

(215,012)

Net debt

 

 

 

$

252,642

Net Leverage

 

 

 

1.2x

Outlook

We have not reconciled Adjusted EBITDA guidance to its most comparable GAAP measure as a result of the uncertainty regarding, and the potential variability of, reconciling items such as the variability in the provision for income taxes, the estimates for warranty and rebate accruals and timing of the gain or loss on disposal of property, plant and equipment. Such reconciling items that impact Adjusted EBITDA have not occurred, are outside of our control or cannot be reasonably predicted. Accordingly, a reconciliation of Adjusted EBITDA to its most comparable GAAP measure is not available without unreasonable effort. However, it is important to note that material changes to these reconciling items could have a significant effect on our Adjusted EBITDA guidance and future GAAP results.

Investor Relations:

Solebury Trout

312-809-1093

[email protected]

Media:

Lisa Wolford

917-846-0881

[email protected]

KEYWORDS: Illinois United States North America

INDUSTRY KEYWORDS: Other Construction & Property Residential Building & Real Estate Commercial Building & Real Estate Construction & Property

MEDIA:

CoreSite’s Chicago Campus Enhances Connectivity to AWS

CoreSite’s Chicago Campus Enhances Connectivity to AWS

— Enabling 10Gbps AWS Hosted Connections to US East 2 —

— Simplifying enterprises’ hybrid IT and multi-region network architectures —

— Reducing cloud networking costs and provisioning lead times —

DENVER–(BUSINESS WIRE)–CoreSite Realty Corporation (NYSE:COR) (the “Company”), a premier provider of secure, reliable, high-performance data center, cloud and interconnection solutions in major U.S. metropolitan areas, today announced enhanced cloud networking capabilities at their Chicago data center campus. Customers can now rapidly provision AWS Hosted Connections up to 10Gbps on the CoreSite Open Cloud Exchange®. CoreSite’s scalable Chicago data center campus enables enterprises and IT service providers to effectively deploy low-latency hybrid IT architectures spanning leading public cloud and bare-metal providers.

The availability of 10Gbps AWS Hosted Connections to US East 2 on the CoreSite Open Cloud Exchange® simplifies multi-region network architectures and reduces network provisioning lead times by enabling on-demand virtual connectivity. It allows enterprises and IT service providers to seamlessly integrate with all commercial AWS regions and availability zones in the United States – improving redundancy and resiliency for hybrid applications.

“High-performance integrations to AWS and leading cloud service providers are foundational to our clients’ success,” said Steve Smith, CoreSite’s Chief Revenue Officer. “By simplifying hybrid IT architectures and offering low-latency connectivity solutions to leading IT service providers, CoreSite customers can optimally deliver their products and services globally.” CoreSite is an AWS Advanced Technology Partner and Direct Connect Service Delivery Partner offering Dedicated and Hosted connections using high-speed fiber and virtual interconnects on the CoreSite Open Cloud Exchange®.

CoreSite’s New CH2 Ground-up Data Center Development in Downtown Chicago

CoreSite opened the first purpose-built, enterprise-class, ground-up data center – known as “CH2” – supporting a total of 18 megawatts of critical IT draw in the heart of downtown Chicago. CoreSite has completed Phase 1, representing 56,000 square feet and six megawatts of capacity. CH2 was designed to provide scalable space ready to support enterprises through their digital journey. In addition, CoreSite also obtained approval for the State of Illinois’ Data Center Investment program which extends a 10.25% tax incentive to its customers deploying in CH2 on the purchase of equipment and software costs. CH2 is part of a connected campus, leveraging CoreSite’s existing CH1 data center – one of the top interconnected buildings in Chicago.

Additional Resources

Contact Our Team >We would love to help support your digital transformation requirements, please contact us for further information on CoreSite’s capabilities.

Request a Tour >Let us take you on a virtual or live tour of a state-of-the-art CoreSite facility.

About CoreSite

CoreSite Realty Corporation (NYSE:COR) delivers secure, reliable, high-performance data center, cloud and interconnection solutions to a growing customer ecosystem across eight key North American markets. More than 1,350 of the world’s leading enterprises, network operators, cloud providers, and supporting service providers choose CoreSite to connect, protect and optimize their performance-sensitive data, applications and computing workloads. Our scalable, flexible solutions and 460+ dedicated employees consistently deliver unmatched data center options – all of which leads to a best-in-class customer experience and lasting relationships. For more information, visit www.CoreSite.com.

Forward Looking Statements

This press release may contain forward-looking statements within the meaning of the federal securities laws. Forward-looking statements relate to expectations, beliefs, projections, future plans and strategies, anticipated events or trends and similar expressions concerning matters that are not historical facts. In some cases, you can identify forward-looking statements by the use of forward-looking terminology such as “believes,” “expects,” “may,” “will,” “should,” “seeks,” “approximately,” “intends,” “plans,” “pro forma,” “estimates” or “anticipates” or the negative of these words and phrases or similar words or phrases that are predictions of or indicate future events or trends and that do not relate solely to historical matters. Forward-looking statements involve known and unknown risks, uncertainties, assumptions and contingencies, many of which are beyond CoreSite’s control that may cause actual results to differ significantly from those expressed in any forward-looking statement. These risks include, without limitation: the geographic concentration of the Company’s data centers in certain markets and any adverse developments in local economic conditions or the level of supply of or demand for data center space in these markets; fluctuations in interest rates and increased operating costs; difficulties in identifying properties to acquire and completing acquisitions; significant industry competition, including indirect competition from cloud service providers; failure to obtain necessary outside financing; the ability to service existing debt; the failure to qualify or maintain its status as a REIT; financial market fluctuations; changes in real estate and zoning laws and increases in real property tax rates; the effects on our business operations, demand for our services and general economic conditions resulting from the spread of the Novel Coronavirus (“COVID-19”) in our markets, as well as orders, directives and legislative action by local, state and federal governments in response to such spread of COVID-19; and other factors affecting the real estate industry generally. All forward-looking statements reflect the Company’s good faith beliefs, assumptions and expectations, but they are not guarantees of future performance. Furthermore, the Company disclaims any obligation to publicly update or revise any forward-looking statement to reflect changes in underlying assumptions or factors, of new information, data or methods, future events or other changes. For a further discussion of these and other factors that could cause the Company’s future results to differ materially from any forward-looking statements, see the section entitled “Risk Factors” in its most recent annual report on Form 10-K, and other risks described in documents subsequently filed by the Company from time to time with the Securities and Exchange Commission.

Audrey Dieckow

Assistant General Manager, Chicago

312-254-2835

[email protected]

Kate Ruppe

Investor Relations

303-222-7369

[email protected]

KEYWORDS: Illinois Colorado United States North America

INDUSTRY KEYWORDS: Data Management Technology Other Construction & Property Construction & Property Networks Internet

MEDIA:

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