An all-in-one package provides tools, training, and guidance to successfully lead an ISA/IEC 62443-3-2 compliant risk assessment per the Cyber PHA methodology for industrial asset owners.
GREENVILLE, S.C.--(BUSINESS WIRE)--#CyberPHA--aeCyberSolutions, the Industrial Cybersecurity division of aeSolutions, announces the aeCyberPHA Facilitation Suite for industrial asset owners looking to self-perform, maintain, and manage cyber PHA (process hazards analysis) cyber-safety risk assessments. The suite includes an all-in-one package of the tools, training, and guidance needed to successfully lead an ISA/IEC 62443-3-2 compliant risk assessment per the proven cyber PHA methodology.
“Choosing the right method to assess cybersecurity risk can be a challenge, and effectively conducting studies can be more challenging still. As a result, many operational technology (OT) professionals lack the necessary experience and tools to facilitate and maintain cyber PHAs,” said John Cusimano, Vice President of aeCyberSolutions. “With the aeCyberPHA Facilitation Suite, the entire organization will quickly realize the benefits of ownership of the cyber PHA process and will be able to effectively make the connection between process safety and cybersecurity risk.”
While cyber PHA is a proven method in the industrial industry, it can still lead to sub-par results if the risk assessment team lacks the tools and training needed to conduct the study effectively and efficiently. Risk assessment work processes and templates, while seemingly simple, are notoriously challenging to develop and manage.
What has become the de facto methodology for ICS risk assessment, Cyber PHA links realistic threat scenarios with known vulnerabilities and existing countermeasures and couples them with credible consequences from the PHA to determine cyber risk. For facilities that do not have a formal PHA, credible worst-case scenarios are incorporated into the template. The toolset codifies aeCyberSolutions’ internal knowledge and expertise that have been refined in executing hundreds of successful cyber PHA studies, including risk assessment templates, company-specific template customization, integrated libraries, comprehensive training, and expert support guides.
“Until now, asset owners have had to hire consultants or develop internal tools to conduct Cyber PHAs,” Cusimano added. “Our new facilitation suite is truly the first of its kind in the industry and leverages our team’s tremendous experience and best practices in leading hundreds of studies and dozens of custom risk assessments to build an ideal toolset and training for Cyber PHA teams. Users of the facilitation suite will find that the toolset is easily adopted across different industry sectors and product lines, while leveraging the integrated library of common recommendations and industry best practices.”
About aeCyberSolutions™
aeCyberSolutions, the Industrial Cybersecurity division of aeSolutions, exclusively provides industrial cybersecurity services including risk assessments, program development, implementation, support, and training to clients in oil and gas, chemicals, maritime, water, industrial gases, and other process industries. A leader in the intersection of cybersecurity and process safety, aeCyberSolutions helps clients identify and address cybersecurity risks in a manner that is consistent with the engineering methods already in place for process safety risk management. They do so by leveraging existing information and practices while presenting a single, consistent expression of risk to senior management. The aeCyberSolutions team is exclusively staffed with personnel who have strong industrial automation backgrounds and general IT and IT security backgrounds and credentials. This combination of IT and Operational Technology (OT) expertise is essential for working in the field of industrial cybersecurity. aeCyberSolutions is based in Greenville, SC. For more information, visit www.aesolutions.com/aecyberpha-facilitation-suite, www.aeCyberSolutions.com, or follow @aesolns.
Kari Walker for aeCyberSolutions
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@KariWalkerPR
LONDON & PARIS & HOUSTON--(BUSINESS WIRE)--Regulatory News:
TechnipFMC (NYSE: FTI) (PARIS: FTI) today provided an update on the Share Purchase Agreement with Bpifrance Participations SA (“Bpifrance”) related to its recent separation into two industry-leading, independent, publicly traded companies – TechnipFMC and Technip Energies.
Bpifrance, a substantial shareholder of TechnipFMC since 2009, has agreed to an investment of $100 million in Technip Energies, which has been acquired from TechnipFMC’s retained stake in Technip Energies. The shares acquired by Bpifrance through this investment are in addition to those received through the dividend distribution made at the time of separation to all shareholders of TechnipFMC. The investment reflects Bpifrance’s commitment as a long-term reference shareholder of Technip Energies.
The sale of shares to Bpifrance reduced the Company’s ownership in Technip Energies to 82.3 million ordinary shares. TechnipFMC’s current stake in the new company was valued at $1.2 billion as of the market close on March 31, 2021.
Bpifrance had previously provided funding of $200 million for the purchase of Technip Energies’ shares from TechnipFMC. The Company will refund $100 million to Bpifrance as a result of their revised level of investment. The Company intends to significantly reduce its shareholding in Technip Energies over the next 18 months.
Important Information for Investors and Securityholders
Forward-looking statements
This release contains "forward-looking statements" as defined in Section 27A of the United States Securities Act of 1933, as amended, and Section 21E of the United States Securities Exchange Act of 1934, as amended. The word “intend” and other similar expressions are intended to identify forward-looking statements, which are generally not historical in nature. Such forward-looking statements involve significant risks, uncertainties and assumptions that could cause actual results to differ materially from our historical experience and our present expectations or projections. For information regarding known material factors that could cause actual results to differ from projected results, please see our risk factors set forth in our filings with the United States Securities and Exchange Commission, which include our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, and Current Reports on Form 8-K. We caution you not to place undue reliance on any forward-looking statements, which speak only as of the date hereof. We undertake no obligation to publicly update or revise any of our forward-looking statements after the date they are made, whether as a result of new information, future events or otherwise, except to the extent required by law.
###
About TechnipFMC
TechnipFMC is a leading technology provider to the traditional and new energy industries, delivering fully integrated projects, products, and services.
With our proprietary technologies and comprehensive solutions, we are transforming our clients’ project economics, helping them unlock new possibilities to develop energy resources while reducing carbon intensity and supporting their energy transition ambitions.
Organized in two business segments – Subsea and Surface Technologies – we will continue to advance the industry with our pioneering integrated ecosystems (such as iEPCI™, iFEED™ and iComplete™), technology leadership and digital innovation.
Each of our approximately 20,000 employees is driven by a commitment to our clients’ success, and a culture of strong execution, purposeful innovation, and challenging industry conventions.
TechnipFMC uses its website as a channel of distribution of material company information. To learn more about how we are driving change in the industry, go to www.TechnipFMC.com and follow us on Twitter @TechnipFMC.
Investor relations
Matt Seinsheimer
Vice President Investor Relations
Tel: +1 281 260 3665
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James Davis
Senior Manager Investor Relations
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Media relations
Nicola Cameron
Vice President Corporate Communications
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Brooke Robertson
Public Relations Director
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DUBLIN--(BUSINESS WIRE)--The "Global Offshore Oil and Gas Seismic Equipment and Acquisitions Market 2021-2025" report has been added to ResearchAndMarkets.com's offering.
The publisher has been monitoring the offshore oil and gas seismic equipment and acquisitions market and it is poised to grow by $1.65 billion during 2021-2025 progressing at a CAGR of 8% during the forecast period.
The report on offshore oil and gas seismic equipment and acquisitions market provides a holistic analysis, market size and forecast, trends, growth drivers, and challenges, as well as vendor analysis covering around 25 vendors.
The report offers an up-to-date analysis regarding the current global market scenario, latest trends and drivers, and the overall market environment. The market is driven by the increasing investments in offshore upstream sector and growing demand for oil and natural gas.
The offshore oil and gas seismic equipment and acquisitions market analysis includes technology segment and geographical landscapes. This study identifies the rise in deepwater and ultra-deepwater E&P projects as one of the prime reasons driving the offshore oil and gas seismic equipment and acquisitions market growth during the next few years.
Companies Mentioned
The report on offshore oil and gas seismic equipment and acquisitions market covers the following areas:
The study was conducted using an objective combination of primary and secondary information including inputs from key participants in the industry. The report contains a comprehensive market and vendor landscape in addition to an analysis of the key vendors.
The publisher presents a detailed picture of the market by the way of study, synthesis, and summation of data from multiple sources by an analysis of key parameters such as profit, pricing, competition, and promotions. It presents various market facets by identifying the key industry influencers. The data presented is comprehensive, reliable, and a result of extensive research - both primary and secondary. The market research reports provide a complete competitive landscape and an in-depth vendor selection methodology and analysis using qualitative and quantitative research to forecast an accurate market growth.
Key Topics Covered:
1. Executive Summary
2. Market Landscape
3. Market Sizing
4. Five Forces Analysis
5. Market Segmentation by Technology
6. Customer landscape
7. Geographic Landscape
8. Vendor Landscape
9. Vendor Analysis
10. Appendix
For more information about this report visit https://www.researchandmarkets.com/r/u11k5o
ResearchAndMarkets.com
Laura Wood, Senior Press Manager
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PLANO, Texas--(BUSINESS WIRE)--Vine Energy Inc. (the “Company”) announced today that its subsidiary, Vine Energy Holdings LLC (“Vine Holdings”), priced its previously announced offering of $950 million in aggregate principal amount of 6.75% senior unsecured notes due 2029 (the “New Notes”) at par. The New Notes will mature on April 15, 2029. The offering is expected to close April 7, 2021, subject to satisfaction of customary closing conditions.
The Company intends to use the net proceeds from the offering, along with cash on hand, to (i) fund the redemption (the “Redemption”) of all of the outstanding 8.75% Senior Notes due 2023 and 9.75% Senior Notes due 2023 issued by Vine Holdings and (ii) pay any premiums, fees and expenses related to the Redemption, including accrued and unpaid interest, and the issuance of the New Notes.
The New Notes were offered only to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”), and outside the United States only to non-U.S. investors pursuant to Regulation S under the Securities Act. The New Notes have not been and will not be registered under the Securities Act or the securities laws of any other jurisdiction and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements.
This press release shall not constitute an offer to sell or the solicitation of an offer to buy the New Notes or any other securities and shall not constitute an offer, solicitation or sale in any jurisdiction in which, or to any person to whom, such an offer, solicitation or sale is unlawful.
About Vine Energy Inc.
Based in Plano, Texas, Vine Energy Inc. is an energy company focused on the development of natural gas properties in the stacked Haynesville and Mid-Bossier shale plays in the Haynesville Basin of Northwest Louisiana.
Cautionary Statement Concerning Forward-Looking Statements
This press release contains “forward-looking statements” within the meaning of Section 27A of the Securities Act and Section 21E of the Securities Exchange Act of 1934, as amended, including statements regarding the offering and the anticipated use of the net proceeds therefrom. These forward-looking statements represent the Company’s expectations or beliefs concerning future events, and it is possible that the results described in this press release will not be achieved. These forward-looking statements are subject to risks, uncertainties and other factors, many of which are outside of the Company’s control, which could cause actual results to differ materially from the results discussed in the forward-looking statements. These include, but are not limited to, statements regarding the terms of the offering and the intended use of proceeds therefrom.
Any forward-looking statement speaks only as of the date on which it is made, and, except as required by law, the Company does not undertake any obligation to update or revise any forward-looking statement, whether as a result of new information, future events or otherwise. New factors emerge from time to time, and it is not possible for the Company to predict all such factors. When considering these forward-looking statements, you should keep in mind the risk factors and other cautionary statements in the prospectus filed with the Securities and Exchange Commission (“SEC”) in connection with the Company’s initial public offering. These and other potential risks and uncertainties that could cause actual results to differ from the results predicted are more fully detailed in the Company’s filings and reports with the SEC, including such prospectus.
U.S. Investor / Media Relations Contact:
David Erdman
(469) 605-2480
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HOUSTON--(BUSINESS WIRE)--Solaris Midstream Holdings, LLC, parent company to Solaris Water Midstream, LLC (collectively, “Solaris Water”), has completed the issuance of $400 million in senior unsecured notes (the “Notes”) in a landmark issuance, pioneering the first sustainability-linked bond (SLB) in the produced water infrastructure industry. The Notes, which priced at par, will mature in 2026 and will pay an annual interest rate of 7.625%. The proceeds of the Notes were used to repay all borrowings under the revolving credit facility (the “Revolver”), to redeem all outstanding preferred equity and for general corporate purposes. Solaris Water also amended its Revolver to reflect a maturity date of April 1, 2025. The transaction simplifies the company’s capital structure, furthers its sustainability efforts, and adds liquidity and flexibility to support additional growth opportunities.
The Notes adhere to Solaris Water’s sustainability-linked bond framework, which is consistent with the voluntary Sustainability-Linked Bond Principles issued by the International Capital Market Association and provide for a long-term key performance indicator relating to Solaris Water’s large-scale produced water recycling. “We have been a pioneer in developing recycling infrastructure in the Permian Basin, and this sustainability-linked feature of the Notes recognizes Solaris Water’s long-term leadership in full-cycle produced water management," said Solaris Water President and Chief Operating Officer Amanda Brock. "Solaris Water continues to demonstrate our commitment to responsibly develop and operate our infrastructure to advance sustainability, while helping our customers achieve their environmental and social objectives.”
“We are excited to announce the closing of these transactions, which are transformative for Solaris Water on multiple levels and recognize our sustainability efforts to date, positioning us to deliver significant value to our customers, investors, shareholders and other stakeholders,” added Solaris Water Chief Executive Officer Bill Zartler. “We sincerely appreciate the support and trust of our lenders, customers and employees for the confidence they continue to show in Solaris Water. We believe our integrated produced water handling and recycling assets, blue-chip customer base and differentiated approach to full-cycle produced water management will continue to distinguish Solaris Water as oil and gas development in the Permian Basin progresses."
About Solaris Water
Solaris Water is an independent, environmentally focused water infrastructure company headquartered in Houston with regional offices in Carlsbad, New Mexico, and Midland, Texas. Solaris Water builds sustainable, long-term value through the construction and operation of high-capacity handling, recycling, groundwater supply and comprehensive water management solutions for many of the largest operators in the Permian Basin. More information about Solaris Water, including the Solaris Water sustainability-linked bond framework, can be found at www.solariswater.com.
Advisers
J.P. Morgan served as joint book-running manager and sole sustainability-linked bond structuring agent in the Notes offering. Wells Fargo served as joint book-running manager in the Notes offering and administrative agent in the Revolver amendment, with support in the Revolver from J.P. Morgan, Citizens Bank, Cadence Bank, Texas Capital Bank, Woodforest Bank and Iberia Bank. Gibson, Dunn & Crutcher LLP is serving as legal adviser to Solaris Water.
Forward-Looking Statements
This press release may include “forward-looking statements.” All statements, other than statements of historical fact, included in this press release that address activities, events or developments that Solaris Water expects, believes or anticipates will or may occur in the future are forward-looking statements, including statements relating to the benefits of the transaction, the company’s operations, prospects and strategy, and the impact of the company’s operations on its customers. These statements are based on certain assumptions made by Solaris Water based on its experience and perception of historical trends, current conditions, expected future developments and other factors it believes are appropriate. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this press release. All forward-looking statements are qualified in their entirety by this cautionary statement. Solaris Water undertakes no obligation and does not intend to update these forward-looking statements to reflect events or circumstances occurring after the issuance of this press release, except as required by law.
This press release is not an offer to sell or purchase, or a solicitation of an offer to sell or purchase, the notes, and shall not constitute an offer, solicitation or sale in any state or jurisdiction in which, or to any person to whom such an offer, solicitation or sale would be unlawful. The notes are only being offered to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”). The Notes have not been registered under the Securities Act or any state securities laws, and unless so registered, may not be offered or sold in the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and applicable state securities laws.
Information on any website referenced is not part of this release.
Casey Nikoloric
Managing Principal, TEN|10 Group
303.433.4397, x101 o
303.507.0510 m
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PARIS--(BUSINESS WIRE)--Bpifrance is investing USD100 Million in Technip Energies (Paris:TE) (ISIN:NL0014559478), strengthening its current stake to approximately 7% of the company's share capital to become a long-term reference shareholder, supporting its energy transition-focused strategy.
This investment is made within the framework of the agreements concluded between Bpifrance and TechnipFMC.
Nicolas Dufourcq, Bpifrance CEO declared: "We welcome the very good conditions of Technip Energies’ market entry, which marks the take-off of one of France's leading engineering and technology actors with global reach. Bpifrance’s increase in capital illustrates our confidence in Technip Energies' diversification strategy and in its positioning resolutely focused on accelerating the energy transition, which creates sustainable value."
Arnaud Pieton, CEO of Technip Energies stated: “We are delighted to see Bpifrance increase their shareholding in our newly-listed company, which builds on a trustful and long-standing relationship. This is a clear endorsement of our operational robustness and vision to accelerate the journey to a low carbon society”.
About Bpifrance
Bpifrance is the French national investment bank. It finances businesses – at every stage of their development – through loans, guarantees, equity investments and export insurances. Bpifrance also provides extra financial services (training, consultancy) to help entrepreneurs meet their challenges (innovation, export…).
For more information, please visit: www.bpifrance.fr and presse.bpifrance.fr - Follow us on Twitter: @Bpifrance - @BpifrancePresse
About Technip Energies
Technip Energies is a leading Engineering & Technology company for the energy transition, with leadership positions in Liquefied Natural Gas (LNG), hydrogen and ethylene as well as growing market positions in blue and green hydrogen, sustainable chemistry and CO2 management. The company benefits from its robust project delivery model supported by extensive technology, products and services offering.
Operating in 34 countries, our 15,000 people are fully committed to bringing our client’s innovative projects to life, breaking boundaries to accelerate the energy transition for a better tomorrow.
Technip Energies is listed on Euronext Paris with American depositary receipts (“ADRs”). For further information: www.technipenergies.com.
Disclaimers
This release is intended for informational purposes only for the shareholders of Technip Energies. This press release is not intended for distribution in jurisdictions that require prior regulatory review and authorization to distribute a press release of this nature.
Important Information for Technip Energies Investors and Securityholders
Forward-Looking Statement
This release contains “forward-looking statements” as defined in Section 27A of the United States Securities Act of 1933, as amended, and Section 21E of the United States Securities Exchange Act of 1934, as amended. Forward-looking statements usually relate to future events and anticipated revenues, earnings, cash flows or other aspects of Technip Energies’ operations or operating results. Forward-looking statements are often identified by the words “believe,” “expect,” “anticipate,” “plan,” “intend,” “foresee,” “should,” “would,” “could,” “may,” “estimate,” “outlook,” and similar expressions, including the negative thereof. The absence of these words, however, does not mean that the statements are not forward-looking. These forward-looking statements are based on Technip Energies’ current expectations, beliefs and assumptions concerning future developments and business conditions and their potential effect on Technip Energies. While Technip Energies believes that these forward-looking statements are reasonable as and when made, there can be no assurance that future developments affecting Technip Energies will be those that Technip Energies anticipates. All of Technip Energies’ forward-looking statements involve risks and uncertainties (some of which are significant or beyond Technip Energies’ control) and assumptions that could cause actual results to differ materially from Technip Energies’ historical experience and Technip Energies’ present expectations or projections. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those set forth in the forward-looking statements. For information regarding known material factors that could cause actual results to differ from projected results, please see Technip Energies’ risk factors set forth in Technip Energies’ filings with the U.S. Securities and Exchange Commission, which include amendment no. 4 to Technip Energies’ registration statement on Form F-1 filed on February 11, 2021. Forward-looking statements involve inherent risks and uncertainties and speak only as of the date they are made. Technip Energies undertakes no duty to and will not necessarily update any of the forward-looking statements in light of new information or future events, except to the extent required by applicable law.
Bpifrance
Anne-Sophie de Faucigny
01 41 79 99 10
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Nathalie Police
01 41 79 95 26
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Technip Energies
Investor relations
Phil Lindsay
Vice-President Investor Relations
+44 203 429 3929
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Media relations
Stella Fumey
Director Press Relations & Digital Communications
+33 1 85 67 40 95
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Jason Hyonne
Public Relations Officer
+33 1 47 78 22 89
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Nonprofit solar financier expects to double its impact in 2021 through emerging philanthropic investment vehicle
SAN FRANCISCO--(BUSINESS WIRE)--$Solar #impactinvesting--RE-volv, a nonprofit organization and leading financier of solar for community-serving nonprofits, announces the launch of a $10M recoverable grant investment opportunity to help unlock the market for solar in communities that bear the brunt of pollution and climate change. RE-volv has already received its first three recoverable grants totalling $275,000 through leading national donor advised funds facilitated by CapShift, an impact investing firm that helps facilitate recoverable grants.
RE-volv expects this fund, representing a new model for financing for solar projects, to more than double its year-over-year impact, allowing it to finance 3MW of solar for nonprofits that provide critical services in communities facing outsized impact from the economic downturn.
“Lack of access to up-front capital has made it especially difficult for nonprofits serving some of the most environmentally and economically impacted communities to reap the benefits of solar,” said Andreas Karelas, RE-volv founder and executive director. “Unlocking new sources of capital to ensure equitable solar access for all will transform the energy landscape, and leave communities more resilient and more sustainable.”
Recoverable grants are a growing philanthropic trend in which donors recoup their funds plus a small return when a certain impact milestone is met. RE-volv will use the capital to finance solar projects for nonprofits, who then pay RE-volv for the power at an average of 15% less than their local utility rates. RE-volv is able to repay the grant and make a small return to the donating organization so they can give to future charitable projects.
This new model builds on RE-volv’s original revolving fund, which used crowdfunding to generate project capital. A $10 Million commitment from Trisolaris, LLC in 2019 has already allowed RE-volv to dramatically increase both the size and number of installations. Through this commitment, RE-volv will bring 17 new projects totalling 2.9MW of power online by the end of 2021, compared with just 400kW in 28 projects in the previous nine years.
The new recoverable grant fund will help RE-volv continue to scale its solar finance program and meet a growing demand for clean energy from the nonprofit sector. RE-volv is partnering with CapShift to support the recoverable grant initiative.
Sydney Lund, This email address is being protected from spambots. You need JavaScript enabled to view it., (415) 275-0342
DALLAS--(BUSINESS WIRE)--New Concept Energy, Inc. (NYSE American: GBR), (the “Company” or “NCE”) a Dallas based company, today reported Results of Operations for the fourth quarter and the full year ended December 31, 2020.
Discontinued Operations:
In August 2020 the Company sold its oil and gas operation and recorded a gain from the sale of $2.1 million. The sales price was $85,000 however the Company had previously established a reserve for plug and abandonment costs of $2 million. Upon the sale the Company was relieved of any plug and abandonment obligations.
For the full year ended December 31, 2020 the Company reported a net loss from discontinued operations of $170,000 as compared to net loss of $2.4 million for the same period ended December 31, 2019. Included in the loss in 2019 is an impairment loss of $2.3 million whereby the Company had reduced the recorded value of its oil and gas operation.
Continuing Operations:
During the three months ended December 31, 2020 the Company reported a net loss from continuing operations of $32,000 compared to a net loss of $17,000 for the same period ended December 31, 2019.
For the full year ended December 31, 2020 the Company reported a net loss from continuing operations of $52,000 as compared to net income of $60,000 for the same period ended December 31, 2019.
Revenues: Total revenues from rent for the leased property was $101,000 in 2020 and $98,000 in 2019.
Operating Expenses: Operating expenses for the real estate property was $72,000 in 2020 and $61,000 in 2019. General and administrative expenses were $396,000 in 2020 and 418,000 in 2019.
Interest Income: Interest Income was $242,000 in 2020 as compared to $257,000 in 2019. The decrease was due to the reduction in the principal balance outstanding due to payments received.
Other Income: Other income was $85,000 in 2020 which is an income tax refund for prior years. Other income was $199,000 in 2019 which is comprised of a gain on sale of equipment of $46,000 and the settlement of a legal claim of $153,000.
Discontinued Operations: During the first nine months of 2020 the Company recorded a net loss from its oil and gas operations of $170,000. In August 2020 the Company sold the oil and gas operation and recorded a gain of $2,138,000.
About New Concept Energy, Inc.
New Concept Energy, Inc. is a Dallas-based company which owns real estate in West Virginia. For more information, visit the Company’s website at www.newconceptenergy.com.
| NEW CONCEPT ENERGY, INC. AND SUBSIDIARIES | |||||
| CONSOLIDATED BALANCE SHEETS | |||||
| (amounts in thousands) | |||||
| December 31, | |||||
2020 |
2019 |
||||
| Assets | |||||
| Current assets | |||||
| Cash and cash equivalents | $ |
27 |
$ |
22 |
|
| Current portion note receivable (including $ $3,631 and $4,005 in 2020 and 2019 from related parties) |
|
3,683 |
|
4,046 |
|
| Other current assets |
|
92 |
|
- |
|
| Total current assets |
|
3,802 |
|
4,068 |
|
| Property and equipment, net of depreciation | |||||
| Land, buildings and equipment |
|
656 |
|
668 |
|
| Note Receivable |
|
153 |
|
214 |
|
| Assets held for sale |
|
- |
|
840 |
|
| Total assets | $ |
4,611 |
$ |
5,790 |
|
| NEW CONCEPT ENERGY, INC. AND SUBSIDIARIES | |||||||
| CONSOLIDATED BALANCE SHEETS - CONTINUED | |||||||
| (amounts in thousands, except share amounts) | |||||||
| December 31, | |||||||
2020 |
2019 |
||||||
| Liabilities and stockholders' equity | |||||||
| Current liabilities | |||||||
| Accounts payable - trade (including $55 and $180 in 2020 and 2019 due to related parties) | $ |
80 |
|
$ |
226 |
|
|
| Accrued expenses |
|
32 |
|
|
20 |
|
|
| Current portion of long term debt |
|
52 |
|
|
44 |
|
|
| Total current liabilities |
|
164 |
|
|
290 |
|
|
| Long-term debt | |||||||
| Notes payable less current portion |
|
122 |
|
|
177 |
|
|
| Liabilities of assets held for sale |
|
- |
|
|
2,914 |
|
|
| Total liabilities |
|
286 |
|
|
3,381 |
|
|
| Stockholders' equity | |||||||
| Series B convertible preferred stock, $10 par value, liquidation value | |||||||
| of $100 authorized 100 shares, issued and outstanding one share |
|
1 |
|
|
1 |
|
|
| Common stock, $.01 par value; authorized, 100,000,000 | |||||||
| shares; issued and outstanding, 5,131,934 shares | |||||||
| at December 31, 2020 and 2019 |
|
51 |
|
|
51 |
|
|
| Additional paid-in capital |
|
63,579 |
|
|
63,579 |
|
|
| Accumulated deficit |
|
(59,306 |
) |
|
(61,222 |
) |
|
|
4,325 |
|
|
2,409 |
|
||
| Total liabilities & stockholders' equity | $ |
4,611 |
|
$ |
5,790 |
|
|
| NEW CONCEPT ENERGY, INC. AND SUBSIDIARIES | |||||||||||
| CONSOLIDATED STATEMENTS OF OPERATIONS | |||||||||||
| (amounts in thousands, except per share data) | |||||||||||
| Year Ended December 31, | |||||||||||
2020 |
2019 |
2018 |
|||||||||
| Revenue | |||||||||||
| Rent | $ |
101 |
|
$ |
98 |
|
$ |
123 |
|
||
|
101 |
|
|
98 |
|
|
123 |
|
|||
| Operating expenses | |||||||||||
| Operating Expenses |
|
72 |
|
|
61 |
|
|
59 |
|
||
| Corporate general and administrative |
|
396 |
|
|
418 |
|
|
359 |
|
||
|
468 |
|
|
479 |
|
|
418 |
|
|||
| Operating loss |
|
(367 |
) |
|
(381 |
) |
|
(295 |
) |
||
| Other income (expense) | |||||||||||
| Interest income (including $226 and $240 for the year ended 2020 and 2019 from related parties) |
|
242 |
|
|
257 |
|
|
37 |
|
||
| Interest expense |
|
(12 |
) |
|
(15 |
) |
|
(18 |
) |
||
| Other income (expense), net |
|
85 |
|
|
199 |
|
|
11 |
|
||
|
315 |
|
|
441 |
|
|
30 |
|
|||
| Net income (loss) from continuing operations |
|
(52 |
) |
|
60 |
|
|
(265 |
) |
||
| Net income (loss) from discontinued operations | |||||||||||
| Gain (loss) from discontinued operations |
|
(170 |
) |
|
(2,412 |
) |
|
(219 |
) |
||
| Gain from Disposal of oil and gas operations |
|
2,138 |
|
||||||||
|
1,968 |
|
|
(2,412 |
) |
|
(219 |
) |
|||
| Net income (loss) applicable to common shares | $ |
1,916 |
|
$ |
(2,352 |
) |
$ |
(484 |
) |
||
| Net income (loss) per common share-basic and diluted | $ |
0.37 |
|
$ |
(0.46 |
) |
$ |
(0.21 |
) |
||
| Weighted average common and equivalent shares outstanding - basic |
|
5,132 |
|
|
5,132 |
|
|
2,358 |
|
||
New Concept Energy Inc.
Gene Bertcher
(800) 400-6407
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DUBLIN--(BUSINESS WIRE)--The "Yacht Charter - Global Market Trajectory & Analytics" report has been added to ResearchAndMarkets.com's offering.
Amid the COVID-19 crisis, the global market for Yacht Charter estimated at US$ 6.6 Billion in the year 2020, is projected to reach a revised size of US$ 9.3 Billion by 2027, growing at a CAGR of 5% over the period 2020-2027.
Motor, one of the segments analyzed in the report, is projected to record 5.1% CAGR and reach US$ 7.9 Billion by the end of the analysis period. After an early analysis of the business implications of the pandemic and its induced economic crisis, growth in the Sailing segment is readjusted to a revised 4.4% CAGR for the next 7-year period.
The U.S. Market is Estimated at $1.8 Billion, While China is Forecast to Grow at 8.1% CAGR
The Yacht Charter market in the U.S. is estimated at US$ 1.8 Billion in the year 2020. China, the world`s second largest economy, is forecast to reach a projected market size of US$ 2 Billion by the year 2027 trailing a CAGR of 8.1% over the analysis period 2020 to 2027. Among the other noteworthy geographic markets are Japan and Canada, each forecast to grow at 2.8% and 4% respectively over the 2020-2027 period. Within Europe, Germany is forecast to grow at approximately 3.6% CAGR.
Select Competitors (Total 36 Featured):
Key Topics Covered:
I. METHODOLOGY
II. EXECUTIVE SUMMARY
1. MARKET OVERVIEW
2. FOCUS ON SELECT PLAYERS
3. MARKET TRENDS & DRIVERS
4. GLOBAL MARKET PERSPECTIVE
III. MARKET ANALYSIS
IV. COMPETITION
For more information about this report visit https://www.researchandmarkets.com/r/pt6trk
ResearchAndMarkets.com
Laura Wood, Senior Press Manager
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BOGOTA, Colombia--(BUSINESS WIRE)--GeoPark Limited ("GeoPark" or the “Company”) (NYSE: GPRK), a leading Latin American oil and gas explorer, operator and consolidator with operations and growth platforms in Colombia, Argentina, Brazil, Chile and Ecuador, hereby announces the filing of its Form 20-F for the fiscal year ended December 31, 2020, with the Securities and Exchange Commission (the “SEC”).
GeoPark’s Form 20-F can be accessed by visiting either the SEC’s website at www.sec.gov or the Investor Support section of the Company’s website at www.geo-park.com. In addition, Shareholders may receive a hard copy of the Company’s audited financial statements, or its complete 2020 Form 20-F including audited financial statements, free of charge, by requesting a copy from the investor relations team.
Additional information about GeoPark can be found in the “Investor Support” section on the website at www.geo-park.com.
INVESTORS:
Stacy Steimel – Shareholder Value Director
T: +562 2242 9600
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Miguel Bello – Market Access Director
T: +562 2242 9600
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Diego Gully – Investor Relations Director
T: +5411 4312 9400
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MEDIA:
Communications Department
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PITTSBURGH--(BUSINESS WIRE)--PPG (NYSE:PPG) today announced the following details for its first quarter 2021 earnings release and teleconference call.
| Earnings release: | Thursday, April 15, after U.S. stock markets close | |
| Teleconference: | Friday, April 16, 8 a.m. ET | |
| PPG participants: | Michael H. McGarry, chairman and chief executive officer | |
| Vincent J. Morales, senior vice president and chief financial officer | ||
| John Bruno, vice president, investor relations | ||
| Dial-in registration: | Visit http://www.directeventreg.com/registration/event/6192716 to register for the conference call. Registrants will receive dial-in numbers as well as a passcode and registrant ID. | |
| Registration is open throughout the live call. However, to ensure you are connected for the entire call we suggest registering in advance, at least 10 minutes before the start of the call. | ||
| Webcast: | A live, listen-only webcast will be available via the PPG Investor Center at investor.ppg.com. | |
| Telephone replay: | Available beginning at approximately 11:00 a.m. ET, Friday, April 16 through 11:59 p.m. ET, Friday, April 30. | |
| Replay numbers: | Toll-free: 1-800-585-8367 | |
| International: 1-416-621-4642 | ||
| Passcode: 6192716 | ||
| Web replay: | Replay of the webcast will be available shortly after the call on PPG's Investor Center at investor.ppg.com and will remain through Thursday, April 14, 2022. |
The news release will be available on the Investor Center and Newsroom sections of www.ppg.com.
Prepared remarks and details regarding PPG’s operating segment results and other financials will be available on the Investor Center section of www.ppg.com after the earnings release.
PPG: WE PROTECT AND BEAUTIFY THE WORLD™
At PPG (NYSE:PPG), we work every day to develop and deliver the paints, coatings and specialty materials that our customers have trusted for more than 135 years. Through dedication and creativity, we solve our customers’ biggest challenges, collaborating closely to find the right path forward. With headquarters in Pittsburgh, we operate and innovate in more than 70 countries and reported net sales of $13.8 billion in 2020. We serve customers in construction, consumer products, industrial and transportation markets and aftermarkets. To learn more, visit www.ppg.com.
We protect and beautify the world is a trademark and the PPG Logo is a registered trademark of PPG Industries Ohio, Inc.
CATEGORY Financial
PPG Media:
Mark Silvey
Corporate Communications
+1-412-434-3046
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PPG Investors:
Mary Anne Bendzsuk
Investor Relations
+1-412-434-3318
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investor.ppg.com
CALGARY, Alberta--(BUSINESS WIRE)--(ARX - TSX, VII - TSX) ARC Resources Ltd. ("ARC") and Seven Generations Energy Ltd. ("Seven Generations") are pleased to announce that the shareholders of each company have voted in favour of the proposed business combination (the "Business Combination") to create the premier Montney producer and leader in responsible energy development. The Business Combination is expected to be completed on or about April 6, 2021 and is subject to the satisfaction of all closing conditions.
On March 31, 2021, ARC and Seven Generations each held special shareholders meetings virtually, via live webcasts, with each company’s shareholders voting on resolutions in connection with the proposed Business Combination.
Further, the Court of Queen’s Bench of Alberta issued a final order approving the Business Combination on March 31, 2021.
Forward-looking Information and Statements
This news release contains certain forward-looking statements and forward-looking information (collectively referred to as "forward-looking information") within the meaning of applicable securities legislation about current expectations about the future, based on certain assumptions made by ARC and Seven Generations. Although ARC and Seven Generations believe that the expectations represented by such forward-looking information are reasonable, there can be no assurance that such expectations will prove to be correct. Forward-looking information in this news release is identified by words such as "expect", "will", or similar expressions and includes suggestions of future outcomes, including statements about the expected closing date of the Business Combination and the characteristics of the ARC following the completion of the Business Combination.
Readers are cautioned not to place undue reliance on forward-looking information as ARC's actual results may differ materially from those expressed or implied. ARC and Seven Generations undertake no obligation to update or revise any forward-looking information except as required by law. Developing forward-looking information involves reliance on a number of assumptions and consideration of certain risks and uncertainties, some of which are specific to ARC and/or Seven Generations and others that apply to the industry generally. Material factors or assumptions on which the forward-looking information in this news release is based include: successful closing of the Business Combination, including obtaining necessary regulatory approvals, satisfying all other conditions to closing, within expected timelines, and the realization of the anticipated benefits of the Business Combination.
Additional information about assumptions, risk factors, and uncertainties on which the forward-looking information is based and that could cause ARC's or Seven Generations' actual results to differ materially from any estimates or projections of future performance or results expressed or implied by such forward-looking statements are described in the joint management information circular of ARC and Seven Generations dated March 1, 2021 and the documents incorporated by reference therein, which are available on ARC's website at www.arcresources.com and Seven Generations' website at www.7Genergy.com, as applicable, and on ARC's and Seven Generations' respective SEDAR profiles at www.sedar.com and are incorporated by reference herein.
About the Companies
ARC Resources Ltd. is one of Canada’s largest energy companies and its common shares trade on the Toronto Stock Exchange under the symbol ARX.
Seven Generations Energy Ltd. is a low supply-cost energy producer dedicated to stakeholder service, responsible development, and generating strong returns from its liquids-rich Kakwa River Project in northwest Alberta. Seven Generations’ common shares trade on the Toronto Stock Exchange under the symbol VII.
Kris Bibby
Senior Vice President and Chief Financial Officer
ARC Resources Ltd.
403-503-8675
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Martha Wilmot
Investor Relations Analyst
ARC Resources Ltd.
403-509-7280
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Brian Newmarch
Vice President, Capital Markets and Stakeholder Engagement
Seven Generations Energy Ltd.
403-767-0752
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Ryan Galloway
Director, Investor Relations
Seven Generations Energy Ltd.
403-718-0709
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Fleets Immediately Reducing Carbon Emissions with 100% Biodiesel
AMES, Iowa--(BUSINESS WIRE)--Renewable Energy Group (REG) (NASDAQ: REGI) fleet customers in Iowa, Washington, D.C. and Massachusetts are ramping up the use of B100 (100% biodiesel) in their fleets. Through a partnership with Optimus Technologies, REG is helping fleets achieve their sustainability goals and reach near-zero emissions.
Biodiesel is a cleaner alternative to petroleum diesel that is readily available today. It is suitable for use in any diesel engine, and works with current infrastructure, often being blended at a level of 20%, or B20. With Optimus’ new technology, biodiesel is now able to be utilized as B100.
REG is helping fleets achieve their sustainability goals with B100 not only by providing B100 fuel, but also by investing in infrastructure. REG is providing turnkey services including storage tanks, dispensers and logistics solutions that provide a simple, low-cost total carbon reduction strategy.
“Delivering sustainable fuel directly to customers is a key element of REG’s downstream strategy and it is exciting to see the demand growing for B100,” said Bob Kenyon, Senior Vice President, Sales & Marketing for REG. “It has been common in the past to see fleets utilizing blends of B5 to B20 in their fleets, but the capability of offering B100 as a finished fuel is an attractive lower carbon fuel solution for our customers.”
The B100 system from Optimus Technologies is an innovative and cost-effective approach for fleets to improve on their emissions targets, as REG biodiesel reduces carbon by up to 88% compared to petroleum diesel.1 Vehicles are equipped to run on B100 through a simple vehicle add-on that works in conjunction with the conventional diesel vehicle components for exceptional performance. The system starts and shuts down the engine on conventional diesel, operating on 100% biodiesel only after the vehicle has reached optimal operating conditions. This allows fleets to operate on B100 year-round.
“With more fleets across the nation beginning to expand their sustainability goals, we feel that the Optimus B100 System is an exceptional way to meet these goals and targets,” said Colin Huwyler, CEO of Optimus Technologies. “Our B100 technology is a solution that is available today and doesn’t require fleets to wait to begin implementing their sustainability plans.”
REG has seen great customer success with the B100 technology in the City of Ames fleet, located in REG’s hometown of Ames, Iowa. The City of Ames began utilizing the B100 technology in 2020 through a pilot project with five city-owned vehicles. The fleet experienced some difficult weather conditions this past winter, including a polar vortex that hit Iowa this February, causing surface temperatures to reach -20°F. Despite these extremely cold conditions, the City of Ames fleet continued to operate successfully on B100.
“It’s fair to say the first year our drivers were cautiously optimistic about operating B100 in their vehicles, particularly in the middle of a snowstorm. The last thing they want is to be stranded somewhere because of a fuel issue,” said Rich Iverson, Fleet Support Manager for the City of Ames. “Now, after a year of success, our drivers don’t think twice about fueling up on B100 and getting out on the roads.”
Due to the success of the project, the City of Ames has added seven new all-purpose dump trucks to the fleet, which integrated the B100 technology into the vehicle build specifications. By operating these seven new trucks, in addition to the five vehicles already operating on B100, the City of Ames projects to save well over 200 metric tons of carbon emissions in 2021.2 This is equivalent to greenhouse gas emissions from approximately 500,000 miles driven by an average passenger vehicle.
Across the country in Washington, D.C., the Department of Public Works (DPW) has also piloted the B100 technology. In 2018, they installed Optimus’ technology on six garbage and recycling trucks. Since that time, they have been continuing to grow B100 use within their fleet, and will have over 100 trucks operating on B100 by the end of the year.
“The increasing use of B100 in the DPW fleet is in part to help us reach our goal of 50% greenhouse gas emission reductions by 2032,” said DPW Fleet Associate Administrator, Ryan Frasier. “Moving forward, our intention is to only purchase heavy-duty trucks that operate on B100 technology.”
In addition to growing the use of B100 with partners who have already piloted the B100 technology, REG is also moving ahead to get new partners utilizing B100 technology. Broco Oil, a residential, commercial and emergency fueling provider in the Boston, Massachusetts area, is excited to begin piloting B100 later this year. A current customer of REG, Broco Oil has traditionally purchased biodiesel from REG to sell as blended Bioheat® fuel to their customers. They intend to begin by piloting 10 of their vehicles on B100 technology, with hopes to grow B100 use in the future.
“We pride ourselves on the service and difference that we provide to our customers, day in and day out,” said Bobby Brown, Owner of Broco Oil. “By beginning to operate our vehicles on B100, we are making a lasting difference in the air quality for the communities we serve.”
For more information, contact REG at (844) 405-0160 or email This email address is being protected from spambots. You need JavaScript enabled to view it..
About Renewable Energy Group
Renewable Energy Group, Inc., (Nasdaq: REGI) is leading the energy industry's transition to sustainability by transforming renewable resources into high-quality, cleaner fuels. REG is an international producer of cleaner fuels and North America’s largest producer of biodiesel. REG solutions are alternatives for petroleum diesel and produce significantly lower carbon emissions. REG utilizes an integrated procurement, distribution and logistics network to operate 12 biorefineries in the U.S. and Europe. In 2020, REG produced 519 million gallons of cleaner fuel delivering 4.2 million metric tons of carbon reduction. REG is meeting the growing global demand for lower-carbon fuels and leading the way to a more sustainable future.
About Optimus Technologies
Optimus Technologies is a clean energy technology company based in Pittsburgh, Pennsylvania. Optimus manufactures The Vector System, an advanced fuel system technology that enables diesel engines to operate on 100% biodiesel. The Vector System is designed for medium and heavy-duty fleet applications where emissions reductions are challenging or impossible to achieve in a cost-effective manner through other means. The Vector System integrates into existing operations to facilitate a seamless transition to low-carbon fuels.
Optimus’ Vector System is in use with leading municipal and private fleets throughout the country enabling them to achieve near-zero carbon emissions while reducing their fuel and fleet operating costs.
Forward Looking Statement
This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including statements relating to REG’s expectations regarding the anticipated closing date of the offering, and intentions with respect to the use of net proceeds from the offering. These forward-looking statements are based on current expectations and assumptions, are subject to change, and actual results may differ materially. Factors that could cause actual results to differ materially include those relating to satisfaction of conditions to closing of the offering, REG’s ability to obtain additional or alternative financing to fund its capital expenditures, the fact that REG’s management will have broad discretion in the use of the net proceeds from the offering and other risks described in REG's annual report on Form 10-K for the year ended December 31, 2020 and from time to time in the REG's other periodic filings with the SEC. All forward-looking statements are made as of the date of this press release and REG does not undertake to update any forward-looking statements based on new developments or changes in our expectations.
Bioheat® is a registered trademark of the National Biodiesel Board and used with permission. Other third party marks or trade names are used herein and are the property of their respective owners.
1REG calculations based on CA-GREET Model.
2 https://www.epa.gov/energy/greenhouse-gas-equivalencies-calculator
© 2021 Renewable Energy Group, Inc. All Rights Reserved.
Katie Stanley
Renewable Energy Group
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(515) 979-3771
FORT WORTH, Texas--(BUSINESS WIRE)--Lonestar Resources US Inc. (OTC: LONE) (together with its subsidiaries, “Lonestar” or the “Company”) announced today that the Company will be presenting at the EnerCom Dallas Energy Investment & ESG Conference. Lonestar will present to investors at 8:50 AM Central Daylight Time on Tuesday, April 6th, 2021.
The EnerCom Dallas event will be hosted in a hybrid format with a small (100 – 150 people) in person audience on April 6th in Dallas at the Petroleum Club (still webcast out to the larger registered virtual audience) and a full virtual day of presentations and panel discussions on April 7th.
About Lonestar
Lonestar is an independent oil and natural gas company, focused on the development, production and acquisition of unconventional oil, natural gas liquids and natural gas properties in the Eagle Ford Shale in Texas.
Cautionary Note Regarding Forward-Looking Statements
Disclosures in this press release contain certain forward-looking statements within the meaning of the federal securities laws. Statements that do not relate strictly to historical or current facts are forward-looking. These statements contain words such as “possible,” “if,” “will,” “expect” and “assuming” and involve risks and uncertainties including, among others that our business plans may change as circumstances warrant and securities of the Company may not ultimately be offered to the public because of general market conditions or other factors. Accordingly, readers should not place undue reliance on forward-looking statements as a prediction of actual results. For more information concerning factors that could cause actual results to differ materially from those conveyed in the forward-looking statements, please refer to the “Risk Factors” section of the Company’s Annual Report on Form 10-K for the year ended December 31, 2020, filed with the Securities and Exchange Commission (the “SEC”) on March 31, 2021 and any subsequently filed quarterly reports on Form 10-Q. Any forward-looking statements in this press release are made as of the date of this press release and the Company undertakes no obligation to update or revise such forward-looking statements to reflect events or circumstances that occur, or of which the Company becomes aware, after the date hereof, unless required by law.
Chase Booth, 817-921-1889
SAN JOSE, Calif.--(BUSINESS WIRE)--QuantumScape Corporation (NYSE: QS) (“QuantumScape”) today announced it has successfully met the technical milestone that was a condition to close for the investment of an additional $100 million by Volkswagen Group of America Investments, LLC (“VW”) into QuantumScape. The milestone required Volkswagen to successfully test the latest generation of QuantumScape’s solid-state lithium-metal cells in their labs in Germany. This will be the second and final closing under the May 14, 2020 stock purchase agreement between VW and QuantumScape that provided for a total $200 million investment. The closing will occur following expiration of the waiting period or other clearance under the Hart-Scott-Rodino Antitrust Improvements Act of 1976.
“We are pleased to report that the QuantumScape cells met the technical milestones in our labs in Germany that we had previously agreed upon,” said Frank Blome, head of the Volkswagen Group’s Center of Excellence Battery Cell. “Achievement of this milestone is an important step for QuantumScape and we look forward to receiving and testing subsequent generations of cells, with the goal of getting solid-state technology into series production.”
“We are delighted to have met this technical milestone with Volkswagen, and we look forward to working jointly to bring solid-state lithium-metal battery technology into industrialized mass-production,” said Jagdeep Singh, co-founder and CEO of QuantumScape.
About QuantumScape Corporation
QuantumScape is a leader in the development of next generation solid-state lithium-metal batteries for use in electric vehicles. The company's mission is to revolutionize energy storage to enable a sustainable future.
For Investors
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LEAWOOD, Kan.--(BUSINESS WIRE)--Tallgrass Pony Express Pipeline, LLC (“Pony Express”), a subsidiary of Tallgrass Energy, LP, today announced a binding open season soliciting shipper commitments for crude oil transportation from Pony Express’ Guernsey, Platteville and Buckingham origins to destinations in Cushing, Okla., in exchange for volume incentive tariff rates.
Prospective shippers may review details of the open season after executing a confidentiality agreement obtained by contacting Matt Hester at This email address is being protected from spambots. You need JavaScript enabled to view it..
To learn more about Tallgrass Energy, please visit us at www.tallgrassenergy.com.
Cautionary Note Concerning Forward-Looking Statements
Disclosures in this press release contain forward-looking statements. All statements, other than statements of historical facts, included in this press release that address activities, events or developments that management expects, believes or anticipates will or may occur in the future are forward-looking statements. Such statements are subject to a number of assumptions, risks and uncertainties, many of which are beyond the control of Tallgrass, which may cause actual results to differ materially from those implied or expressed by the forward-looking statements, and other important factors that could cause actual results to differ materially from those projected, including those set forth in reports and financial statements made available by Tallgrass. Any forward-looking statement applies only as of the date on which such statement is made, and Tallgrass does not intend to correct or update any forward-looking statement, whether as a result of new information, future events or otherwise, except as required by law.
Tallgrass Energy
Investor and Financial Inquiries
Andrea Attel, 913-928-6012
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or
Media and Trade Inquiries
Phyllis Hammond, 303-763-3568
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HAMILTON, Bermuda--(BUSINESS WIRE)--OIL held its March 2021 Board Meeting on Wednesday, March 24th at its offices on 3 Bermudiana Road in Hamilton, Bermuda.
During the meeting, the directors approved the Company’s 2020 financial statements, discussed the development of its Strategic Plan, approved the payment of a $380 million dividend on June 30th, 2021 for shareholders of record on March 24th, 2021 and modified the DNWS Definition.
For 2020, OIL recorded a $66.9 million underwriting profit. After factoring in net investment gains and administrative expenses, OIL’s net profit for the year was $466.5 million. For additional information about OIL’s 2020 financial results, please visit www.oil.bm to view our audited financial statements.
The Company modified the Definition of DNWS in order to minimize the chances future named storms, which originate outside of the Atlantic Basin, become classified as DNWS. A storm’s center, instead of just a portion of a storm, now determines if it enters the Atlantic Basin and becomes a DNWS. The change is effective as of March 24th, 2021.
Fabrizio Mastrantonio, Chairman of the Board, explained, “The Board decided to authorize the $380 million dividend after carefully reviewing the company’s multi-year Capital Management Plan and while considering future capital needs that may come out of its Strategic Plan which will be finalized in 2021.”
Bertil Olsson, President and CEO commented, “the strong performance in 2020 and the robust capital position of the company has enabled us to once again return a significant amount of capital to our shareholders and demonstrate the superior value of the OIL model.”
For more information about OIL’s property coverages and related value go to www.oil.bm.
Oil Insurance Limited (OIL) insures over $3.0 trillion of global energy assets for more than fifty members with property limits up to $400 million totaling more than $21 billion in total A rated property capacity. Members are medium to large sized public and private energy companies with at least $1 billion in physical property assets and an investment grade rating or equivalent. Products/coverage offered include Property (Physical Damage), Windstorm (excluding Offshore GOM), Non Gradual Pollution, Control of Well, Removal of Wreck, Terrorism, Cyber, Construction and Cargo. The industry sectors that OIL protects include Offshore and Onshore Exploration & Production, Refining and Marketing, Petrochemicals, Mining, Pipelines, Electric Utilities, Renewables and other related energy business sectors.
Further inquiries regarding this press release should be directed to George Hutchings, SVP & COO at This email address is being protected from spambots. You need JavaScript enabled to view it.or +1 (441) 295-0905.
George Hutchings
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+1 (441) 295-0905
Nearly 260 Statements from Shippers and Supporters Filed with the Surface Transportation Board in Support of CP-KCS Combination
Shippers and Supporters Anticipate Increased Efficiency and Market Reach, Enhanced Competition and North American Economic Growth
CALGARY, Alberta & KANSAS CITY, Mo.--(BUSINESS WIRE)--Canadian Pacific Railway Limited (TSX: CP, NYSE: CP) (“CP”) and Kansas City Southern (NYSE: KSU) (“KCS”) today announced they have received statements from nearly 260 shippers, other railroads, economic development authorities, ports, and other supporters for their planned combination that would create the first rail network connecting the U.S., Mexico, and Canada. Many of these supporters requested the Surface Transportation Board (“STB”) to review the transaction as swiftly as possible so the systems could be integrated and the end-to-end benefits of this combination can be realized for the benefit of all stakeholders. The statements and letters were filed with the STB.
Shippers and supporters across North American regions and industries – including Maersk, Hyundai Glovis, Kraft, Nestlé, Hapag-Lloyd, North Dakota Grain Dealers Association, Evergreen, Boise Cascade Wood Products Building Materials, Ragasa Industrias S.A., and Ag Processing – stated they expect the combination would, among other benefits, invigorate transportation competition, expand access to existing and growing markets, and provide new service offerings that would improve transit times and reliability. In addition, the nation’s largest short-line holding railroad company, Genesee & Wyoming, has filed in support of the combination, as well as other short-line railroads.
Joining seamlessly in Kansas City, Mo., in America’s heartland, CP and KCS together would connect customers via single-network transportation offerings between points on CP’s system throughout Canada, the U.S. Midwest, and the U.S. Northeast and points on KCS’ system throughout Mexico and the South Central U.S.
The CP-KCS combination is expected to provide an enhanced competitive alternative to existing rail service providers and is expected to result in improved service to customers of all sizes. Grain, automotive, auto-parts, energy, intermodal, and other shippers, would benefit from the increased efficiency and simplicity of the combined network, which is expected to spur greater rail-to-rail competition and support customers in growing their rail volumes. The single integrated rail system would also connect premier ports on the U.S. Gulf, Atlantic and Pacific coasts with key overseas markets.
While remaining the smallest of six U.S. Class 1 railroads by revenue, the combined company would be a much larger and more competitive network. The transaction is also expected to create jobs across the combined network. Additionally, efficiency and service improvements are expected to achieve meaningful environmental benefits.
CP is seeking approval from the STB for the combination, which also remains subject to the approvals of CP and KCS shareholders and other customary closing conditions. The STB review is expected to be completed by the middle of 2022.
For more information on the transaction and the benefits it is expected to bring to the full range of stakeholders, visit www.FutureForFreight.com.
Forward Looking Statements and Information
This news release includes certain forward-looking statements and forward-looking information (collectively, FLI) to provide CP and KCS shareholders and potential investors with information about CP, KCS and their respective subsidiaries and affiliates, including each company’s management’s respective assessment of CP, KCS and their respective subsidiaries’ future plans and operations, which FLI may not be appropriate for other purposes. FLI is typically identified by words such as “anticipate”, “expect”, “project”, “estimate”, “forecast”, “plan”, “intend”, “target”, “believe”, “likely” and similar words suggesting future outcomes or statements regarding an outlook. All statements other than statements of historical fact may be FLI. In particular, this news release contains FLI pertaining to, but not limited to, information with respect to the following: the transaction; the combined company’s scale; financial growth; future business prospects and performance; future shareholder returns; cash flows and enhanced margins; synergies; leadership and governance structure; and office and headquarter locations.
Although we believe that the FLI is reasonable based on the information available today and processes used to prepare it, such statements are not guarantees of future performance and you are cautioned against placing undue reliance on FLI. By its nature, FLI involves a variety of assumptions, which are based upon factors that may be difficult to predict and that may involve known and unknown risks and uncertainties and other factors which may cause actual results, levels of activity and achievements to differ materially from those expressed or implied by these FLI, including, but not limited to, the following: the timing and completion of the transaction, including receipt of regulatory and shareholder approvals and the satisfaction of other conditions precedent; interloper risk; the realization of anticipated benefits and synergies of the transaction and the timing thereof; the success of integration plans; the focus of management time and attention on the transaction and other disruptions arising from the transaction; estimated future dividends; financial strength and flexibility; debt and equity market conditions, including the ability to access capital markets on favorable terms or at all; cost of debt and equity capital; the previously announced proposed share split of CP’s issued and outstanding common shares and whether it will receive the requisite shareholder and regulatory approvals; potential changes in the CP share price which may negatively impact the value of consideration offered to KCS shareholders; the ability of management of CP, its subsidiaries and affiliates to execute key priorities, including those in connection with the transaction; general Canadian, U.S., Mexican and global social, economic, political, credit and business conditions; risks associated with agricultural production such as weather conditions and insect populations; the availability and price of energy commodities; the effects of competition and pricing pressures, including competition from other rail carriers, trucking companies and maritime shippers in Canada, the U.S. and México; industry capacity; shifts in market demand; changes in commodity prices; uncertainty surrounding timing and volumes of commodities being shipped; inflation; geopolitical instability; changes in laws, regulations and government policies, including regulation of rates; changes in taxes and tax rates; potential increases in maintenance and operating costs; changes in fuel prices; disruption in fuel supplies; uncertainties of investigations, proceedings or other types of claims and litigation; compliance with environmental regulations; labor disputes; changes in labor costs and labor difficulties; risks and liabilities arising from derailments; transportation of dangerous goods; timing of completion of capital and maintenance projects; currency and interest rate fluctuations; exchange rates; effects of changes in market conditions and discount rates on the financial position of pension plans and investments; trade restrictions or other changes to international trade arrangements; the effects of current and future multinational trade agreements on the level of trade among Canada, the U.S. and México; climate change and the market and regulatory responses to climate change; anticipated in-service dates; success of hedging activities; operational performance and reliability; customer, shareholder, regulatory and other stakeholder approvals and support; regulatory and legislative decisions and actions; the adverse impact of any termination or revocation by the Mexican government of Kansas City Southern de México, S.A. de C.V.’s Concession; public opinion; various events that could disrupt operations, including severe weather, such as droughts, floods, avalanches and earthquakes, and cybersecurity attacks, as well as security threats and governmental response to them, and technological changes; acts of terrorism, war or other acts of violence or crime or risk of such activities; insurance coverage limitations; material adverse changes in economic and industry conditions, including the availability of short and long-term financing; and the pandemic created by the outbreak of COVID-19 and resulting effects on economic conditions, the demand environment for logistics requirements and energy prices, restrictions imposed by public health authorities or governments, fiscal and monetary policy responses by governments and financial institutions, and disruptions to global supply chains.
We caution that the foregoing list of factors is not exhaustive and is made as of the date hereof. Additional information about these and other assumptions, risks and uncertainties can be found in reports and filings by CP and KCS with Canadian and U.S. securities regulators, including any proxy statement, prospectus, material change report, management information circular or registration statement to be filed in connection with the transaction. Due to the interdependencies and correlation of these factors, as well as other factors, the impact of any one assumption, risk or uncertainty on FLI cannot be determined with certainty.
Except to the extent required by law, we assume no obligation to publicly update or revise any FLI, whether as a result of new information, future events or otherwise. All FLI in this news release is expressly qualified in its entirety by these cautionary statements.
Non-GAAP Measures
Although this press release includes forward-looking non-GAAP measures (adjusted diluted EPS, Free cash flow, earnings before interest, tax, depreciation and amortization (EBITDA), and a leverage ratio being adjusted net debt to adjusted earnings before interest, tax, depreciation and amortization (EBITDA)), it is not practicable to reconcile, without unreasonable efforts, these forward-looking measures to the most comparable GAAP measures (diluted EPS, Cash from operations, Net income, and long-term debt to net income ratio, respectively), due to unknown variables and uncertainty related to future results. These unknown variables may include unpredictable transactions of significant value. Please see Note on forward-looking Statements above for further discussion.
About Canadian Pacific
Canadian Pacific is a transcontinental railway in Canada and the United States with direct links to major ports on the west and east coasts. CP provides North American customers a competitive rail service with access to key markets in every corner of the globe. CP is growing with its customers, offering a suite of freight transportation services, logistics solutions and supply chain expertise. Visit cpr.ca to see the rail advantages of CP. CP-IR
About KCS
Headquartered in Kansas City, Mo., Kansas City Southern (KCS) (NYSE: KSU) is a transportation holding company that has railroad investments in the U.S., Mexico and Panama. Its primary U.S. holding is The Kansas City Southern Railway Company, serving the central and south central U.S. Its international holdings include Kansas City Southern de Mexico, S.A. de C.V., serving northeastern and central Mexico and the port cities of Lázaro Cárdenas, Tampico and Veracruz, and a 50 percent interest in Panama Canal Railway Company, providing ocean-to-ocean freight and passenger service along the Panama Canal. KCS’ North American rail holdings and strategic alliances are primary components of a railway network, linking the commercial and industrial centers of the U.S., Mexico and Canada. More information about KCS can be found at www.kcsouthern.com.
ADDITIONAL INFORMATION ABOUT THE TRANSACTION AND WHERE TO FIND IT
CP will file with the U.S. Securities and Exchange Commission (SEC) a registration statement on Form F-4, which will include a proxy statement of KCS that also constitutes a prospectus of CP, and any other documents in connection with the transaction. The definitive proxy statement/prospectus will be sent to the shareholders of KCS. CP will also file a management proxy circular in connection with the transaction with applicable securities regulators in Canada and the management proxy circular will be sent to CP shareholders. INVESTORS AND SHAREHOLDERS OF KCS AND CP ARE URGED TO READ THE PROXY STATEMENT/PROSPECTUS AND MANAGEMENT PROXY CIRCULAR, AS APPLICABLE, AND ANY OTHER DOCUMENTS FILED OR TO BE FILED WITH THE SEC OR APPLICABLE SECURITIES REGULATORS IN CANADA IN CONNECTION WITH THE TRANSACTION WHEN THEY BECOME AVAILABLE, AS THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT KCS, CP, THE TRANSACTION AND RELATED MATTERS. The registration statement and proxy statement/prospectus and other documents filed by CP and KCS with the SEC, when filed, will be available free of charge at the SEC’s website at www.sec.gov. In addition, investors and shareholders will be able to obtain free copies of the registration statement, proxy statement/prospectus, management proxy circular and other documents which will be filed with the SEC and applicable securities regulators in Canada by CP online at investor.cpr.ca and www.sedar.com, upon written request delivered to CP at 7550 Ogden Dale Road S.E., Calgary, Alberta, T2C 4X9, Attention: Office of the Corporate Secretary, or by calling CP at 1-403-319-7000, and will be able to obtain free copies of the proxy statement/prospectus and other documents filed with the SEC by KCS online at www.investors.kcsouthern.com, upon written request delivered to KCS at 427 West 12th Street, Kansas City, Missouri 64105, Attention: Corporate Secretary, or by calling KCS’s Corporate Secretary’s Office by telephone at 1-888-800-3690 or by email at This email address is being protected from spambots. You need JavaScript enabled to view it..
You may also read and copy any reports, statements and other information filed by KCS and CP with the SEC at the SEC public reference room at 100 F Street N.E., Room 1580, Washington, D.C. 20549. Please call the SEC at 1-800-732-0330 or visit the SEC’s website for further information on its public reference room. This communication shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to appropriate registration or qualification under the securities laws of such jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the U.S. Securities Act of 1933, as amended.
PARTICIPANTS IN THE SOLICITATION OF PROXIES
This communication is not a solicitation of proxies in connection with the transaction. However, under SEC rules, CP, KCS, and certain of their respective directors and executive officers may be deemed to be participants in the solicitation of proxies in connection with the transaction. Information about CP’s directors and executive officers may be found in its 2021 Management Proxy Circular, dated March 10, 2021, as well as its 2020 Annual Report on Form 10-K filed with the SEC and applicable securities regulators in Canada on February 18, 2021, available on its website at investor.cpr.ca and at www.sedar.com and www.sec.gov. Information about KCS’s directors and executive officers may be found on its website at www.kcsouthern.com and in its 2020 Annual Report on Form 10-K filed with the SEC on January 29, 2021, available at www.investors.kcsouthern.com and www.sec.gov. These documents can be obtained free of charge from the sources indicated above. Additional information regarding the interests of such potential participants in the solicitation of proxies in connection with the transaction will be included in the proxy statement/prospectus and management proxy circular and other relevant materials filed with the SEC and applicable securities regulators in Canada when they become available.
Canadian Pacific
Media
Jeremy Berry
Tel: 403-819-0571
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Investment Community
Chris De Bruyn
Tel: 403-319-3591
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Kansas City Southern
Media
C. Doniele Carlson
Tel: 816-983-1372
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Investment Community
Ashley Thorne
Tel: 816-983-1530
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COLUMBIA, Md.--(BUSINESS WIRE)--GSE Systems, Inc. (“GSE Solutions”, “GSE”, or “the Company”) (Nasdaq: GVP), a leader in delivering and supporting engineering, compliance, simulation, training and workforce solutions that support decarbonization of the power industry, today announced its financial results for the fourth quarter (“Q4”) and fiscal year ended December 31, 2020.
FULL YEAR 2020 OVERVIEW
Q4 2020 Overview
At December 31, 2020
1 Refer to the non-GAAP reconciliation tables at the end of this press release for a definition of "EBITDA", “adjusted EBITDA” and “adjusted net income”.
Kyle J. Loudermilk, GSE’s President and Chief Executive Officer, said, “We concluded 2020 on a very encouraging note, with fourth quarter adjusted EBITDA improving to positive $1.1 million, compared to three straight quarters of negative adjusted EBITDA to start the year amidst the onset of the COVID-19 pandemic. GSE achieved this positive result despite an ongoing lull in industrywide project activity in the fourth quarter due to the COVID-19 pandemic. We noted an uptick in bidding activity at the end of the quarter and were very pleased to be awarded two master service agreements in December with a major U.S. utility for a combined value of $35 million over two years. Work under these agreements will commence in the second quarter of 2021 and ramp up throughout the year. During the quarter, we also continued to build our Software as a Service cloud-based revenue stream, highlighted by a large U.S. oil company’s multi-year subscription to our EnVision On-Demand software simulation and training platform. In 2020, our recurring software revenue totaled $3.9 million, up 34% from $2.9 million in the prior year. This represents significant progress in our efforts to grow our software revenue.”
Mr. Loudermilk continued, “While uncertainties related to the pandemic persist, we noted a surge in RFP activity to start 2021 and, depending on our success rate converting bids to wins, we could see a meaningful upswing in business in the second half of the year. We are optimistic about our near- and long-term prospects, especially as a result of the renewed focus on decarbonizing the power sector. Our services are essential to the nuclear industry, which plays a critical role in the decarbonization of energy. We remain focused on growing our businesses organically, executing on an exciting product and solutions roadmap as well as emphasizing cross selling and upselling opportunities.”
2020 FULL YEAR RECAP
Revenue decreased to $57.6 million in 2020, compared to $83.0 million in 2019, reflecting a decrease in both our Performance Improvement Solutions and Nuclear Industry Training and Consulting segments. The decrease of $(13.0) million in the Company's Performance Improvement Solutions ("Performance") segment was driven by several significant projects ending in the prior fiscal year and delays in commencing new contracts remotely due to the COVID-19 pandemic. The decrease of $12.4 million from the Company's Nuclear Industry Training and Consulting ("NITC") segment was primarily due to stoppage of existing projects and delays in commencing new contracts due to the COVID-19 pandemic and a reduction in demand for staffing from our major customers.
Gross profit decreased $5.5 to $14.8 million, or 25.7% of revenue in 2020, compared to $20.3 million, or 24.5% of revenue in 2019. Our margin is impacted by our mix of business, but overall profitability of remaining and new smaller projects increased the profit margin.
Operating loss totaled $(9.5) million in 2020, compared to operating loss of $(7.4) million in 2019.
Net loss was $(10.5) million, or $(0.52) per diluted share in 2020, compared to net loss of $(12.1) million, or $(0.60) per diluted share, in 2019.
Adjusted net income1 decreased to $3 thousand, or $0.00 per diluted share in 2020, compared to $8.0 million, or $0.39 per diluted share in 2019.
Earnings before interest, taxes, depreciation and amortization (EBITDA) totaled $(6.9) million in 2020, compared to $(2.2) million in 2019.
Adjusted EBITDA1 totaled $(0.3) million in 2020, compared to $4.8 million in 2019.
Performance new orders totaled $26.2 million in 2020 compared to $27.4 million in 2019. NITC new orders totaled $19.1 million in 2020 compared to $31.7 million in 2019.
Q4 2020 RESULTS
Q4 2020 revenue decreased $4.6 million from $17.3 million in Q4 2019 to $12.7 million in Q4 2020. The year-over-year decrease was driven by a decrease of $1.6 million in the Company's Performance segment and a decrease of $3.0 million from the Company's NITC segment.
The decrease in the Performance segment's revenue primarily reflects major projects at the end of 2019 that were completed at the beginning of 2020 and delays in commencing new contracts remotely due to the COVID-19 pandemic.
The year-over-year decrease in the NITC segment's revenue was primarily caused by stoppage of existing projects and delays in commencing new contracts due to the COVID-19 pandemic and lower customer demand for staffing during the year.
(in thousands) |
Three Months ended
|
|
Twelve Months ended
|
||||||
Revenue: |
2020 |
|
2019 |
|
2020 |
|
2019 |
|
|
|
(unaudited) |
|
(unaudited) |
|
(unaudited) |
|
(audited) |
|
|
Performance |
$7,550 |
|
$9,159 |
|
$32,790 |
|
$45,776 |
|
|
NITC |
5,103 |
|
8,133 |
|
24,830 |
|
37,199 |
|
|
Total Revenue |
$12,653 |
|
$17,292 |
|
$57,620 |
|
$82,975 |
|
|
|
|
|
|
|
|
|
|
||
Performance new orders totaled $4.4 million in Q4 2020, compared to $8.4 million in Q4 2019. NITC new orders totaled $3.5 million in Q4 2020, compared to $7.8 million in Q4 2019.
Q4 2020 gross profit was $3.8 million, or 29.9% of revenue, compared to $5.0 million, or 29.0% of revenue, in Q4 2019.
(in thousands) |
Three Months ended
|
|
Twelve Months ended
|
|
|||||||||||||
Gross Profit: |
2020 |
|
% |
|
2019 |
|
% |
|
2020 |
|
% |
|
2019 |
|
% |
|
|
|
(unaudited) |
|
(unaudited) |
|
(unaudited) |
|
(audited) |
|
|||||||||
Performance |
$3,155 |
|
41.8% |
|
$3,444 |
|
37.6% |
|
$11,395 |
|
34.8% |
|
$15,231 |
|
33.3% |
|
|
NITC |
634 |
|
12.4% |
|
1,578 |
|
19.4% |
|
3,390 |
|
13.7% |
|
5,067 |
|
13.6% |
|
|
Consolidated Gross Profit |
$3,789 |
|
29.9% |
|
$5,022 |
|
29.0% |
|
$14,785 |
|
25.7% |
|
$20,298 |
|
24.5% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The decrease in our gross profit of $1.2 million during Q4 2020 was primarily driven by a decrease in Performance and NITC revenue.
Selling, general, and administrative expenses (SG&A) in Q4 2020 totaled $3.2 million, or 25.4% of revenue, compared to $3.9 million, or 22.8% of revenue, in Q4 2019. The decrease during Q4 2020 was primarily driven by lower business development costs.
Operating loss was approximately $(1.2) million in Q4 2020, compared to Operating loss of $(1.6) million in Q4 2019. The decrease was due to both lower gross profit and restructuring charges taken in Q4 2020.
The Company recorded a tax expense of $0.2 million in Q4 2020. The significant change of $6.4 million in deferred tax expense was primarily driven by the prior year recognition of $6.8 million of valuation allowance against the deferred tax assets related to the U.S. and foreign entities which was partially offset by the generation of a deferred tax asset related to the GAAP goodwill and intangible impairment in the U.S. entities.
Net loss for Q4 2020 totaled $(1.5) million, or $(0.07) per basic and diluted share, compared to $(6.3) million, or $(0.32) per basic and diluted share, in Q4 2019.
Adjusted net income1 totaled $2.6 million, or $0.13 per diluted share in Q4 2020, compared to $6.7 million, or $0.33 per diluted share, in Q4 2019.
EBITDA for Q4 2020 was approximately $(631) thousand, compared to $1.2 million in Q4 2019.
Adjusted EBITDA1 totaled $1.1 million in Q4 2020, compared to $1.2 million in Q4 2019.
BACKLOG AND CASH POSITION
Backlog at December 31, 2020, was $40.4 million, including $30.3 million of Performance backlog, and $10.1 million of NITC backlog. At December 31, 2019, the Company's backlog was $52.7 million; $37.2 million for Performance and $15.5 million for NITC. The decrease in our backlog over the prior fiscal year was primarily due to lower orders during fiscal 2020.
GSE’s cash position at December 31, 2020, was $6.7 million, as compared to $11.7 million at December 31, 2019.
CONFERENCE CALL
Management will host a conference call today at 4:30 pm Eastern Time to discuss Q4 and full year 2020 results as well as other matters.
Interested parties may participate in the call by dialing:
The conference call will also be accessible via the following link: https://78449.themediaframe.com/dataconf/productusers/gvp/mediaframe/44080/indexl.html.
For those who cannot listen to the live broadcast, an online webcast replay will be available at the following link: https://78449.themediaframe.com/dataconf/productusers/gvp/mediaframe/44080/indexl.html or at www.gses.com for a longer period.
ABOUT GSE SOLUTIONS
We are the future of operational excellence in the power industry. As a collective group, GSE Solutions leverages top skills, expertise, and technology to provide highly specialized solutions that enable customers to achieve the performance they envision. Our experts deliver and support end-to-end training, engineering, compliance, simulation, and workforce solutions that help the power industry reduce risk and optimize plant operations. GSE is a proven solution provider, with more than four decades of industry experience and more than 1,100 installations serving hundreds of customers in over 50 countries spanning the globe. www.gses.com
FORWARD LOOKING STATEMENTS
We make statements in this press release that are considered forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934. These statements reflect our current expectations concerning future events and results. We use words such as “expect,” “intend,” “believe,” “may,” “will,” “should,” “could,” “anticipates,” and similar expressions to identify forward-looking statements, but their absence does not mean a statement is not forward-looking. These statements are not guarantees of our future performance and are subject to risks, uncertainties, and other important factors that could cause our actual performance or achievements to be materially different from those we project. For a full discussion of these risks, uncertainties, and factors, we encourage you to read our documents on file with the Securities and Exchange Commission, including those set forth in our periodic reports under the forward-looking statements and risk factors sections. We do not intend to update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise.
GSE SYSTEMS, INC. AND SUBSIDIARIES
|
||||||||
|
|
|||||||
|
|
Three Months ended |
Twelve Months ended |
|||||
|
|
2020 |
2019 |
2020 |
2019 |
|||
|
|
(unaudited) |
|
(unaudited) |
|
(unaudited) |
|
(audited) |
Revenue |
$12,653 |
|
$17,292 |
|
$57,620 |
|
$82,975 |
|
Cost of revenue |
8,864 |
|
12,270 |
|
42,835 |
|
62,677 |
|
Gross profit |
3,789 |
|
5,022 |
|
14,785 |
|
20,298 |
|
|
|
|
|
|
|
|
|
|
Selling, general and administrative |
3,217 |
|
3,938 |
|
15,765 |
|
16,169 |
|
Research and development |
160 |
|
184 |
|
686 |
|
710 |
|
Restructuring charges |
1,102 |
|
1,736 |
|
1,297 |
|
2,478 |
|
Loss on impairment |
- |
|
133 |
|
4,302 |
|
5,597 |
|
Depreciation |
76 |
|
63 |
|
330 |
|
363 |
|
Amortization of definite-lived intangible assets |
415 |
|
596 |
|
1,943 |
|
2,400 |
|
Total operating expenses |
4,970 |
|
6,650 |
|
24,323 |
|
27,717 |
|
|
|
|
|
|
|
|
|
|
Operating loss |
(1,181) |
|
(1,628) |
|
(9,538) |
|
(7,419) |
|
|
|
|
|
|
|
|
|
|
Interest expense |
(67) |
|
(176) |
|
(623) |
|
(988) |
|
Loss on derivative instruments, net |
(52) |
|
56 |
|
(17) |
|
(13) |
|
Other income (expense), net |
20 |
|
2,006 |
|
(4) |
|
2,068 |
|
|
|
|
|
|
|
|
|
|
Loss before income taxes |
(1,280) |
|
258 |
|
(10,182) |
|
(6,352) |
|
|
|
|
|
|
|
|
|
|
Provision for income taxes |
189 |
|
6,607 |
|
355 |
|
5,733 |
|
|
|
|
|
|
|
|
|
|
Net loss |
$(1,469) |
|
$(6,349) |
|
$(10,537) |
|
$(12,085) |
|
|
|
|
|
|
|
|
|
|
Basic loss per common share |
$(0.07) |
|
$(0.32) |
|
$(0.52) |
|
$(0.60) |
|
Diluted loss per common share |
$(0.07) |
|
$(0.32) |
|
$(0.52) |
|
$(0.60) |
|
|
|
|
|
|
|
|
|
|
Weighted average shares outstanding - Basic |
20,566,121 |
|
20,017,028 |
|
20,439,157 |
|
20,062,021 |
|
Weighted average shares outstanding - Diluted |
20,566,121 |
|
20,017,028 |
|
20,439,157 |
|
20,062,021 |
|
GSE SYSTEMS, INC AND SUBSIDIARIES
|
||||
|
(audited) |
(audited) |
||
|
|
December 31, 2020 |
December 31, 2019 |
|
Cash and cash equivalents |
$6,702 |
$11,691 |
||
Current assets |
18,469 |
30,778 |
||
Total assets |
$38,909 |
$58,509 |
||
|
|
|||
Current liabilities |
$21,200 |
$34,434 |
||
Long-term liabilities |
7,204 |
3,956 |
||
Stockholders' equity |
$10,505 |
$20,119 |
||
EBITDA and Adjusted EBITDA Reconciliation (in thousands)
References to “EBITDA” mean net income (loss), before taking into account interest income and expense, provision for income taxes, depreciation and amortization. References to Adjusted EBITDA exclude the impact on our (loss) of any impairment of our intangibles, gain from the change in fair value of contingent consideration, restructuring charges, stock-based compensation expense, impact of the change in fair value of derivative instruments, acquisition-related expense, acquisition-related legal settlement and bad debt expense due to customer bankruptcy. EBITDA and Adjusted EBITDA are not measures of financial performance under generally accepted accounting principles (GAAP). Management believes EBITDA and Adjusted EBITDA, in addition to operating profit, net income and other GAAP measures, are useful to investors to evaluate the Company’s results because it excludes certain items that are not directly related to the Company’s core operating performance that may, or could, have a disproportionate positive or negative impact on our results for any particular period. Investors should recognize that EBITDA and Adjusted EBITDA might not be comparable to similarly-titled measures of other companies. This measure should be considered in addition to, and not as a substitute for or superior to, any measure of performance prepared in accordance with GAAP. A reconciliation of non-GAAP EBITDA and Adjusted EBITDA to the most directly comparable GAAP measure in accordance with SEC Regulation G follows:
|
|
Three Months ended |
Twelve Months ended |
|||||
|
|
2020 |
2019 |
2020 |
2019 |
|||
(unaudited) |
|
(unaudited) |
|
(unaudited) |
|
(audited) |
||
Net loss |
$(1,469) |
|
$(6,349) |
|
$(10,537) |
|
$(12,085) |
|
Interest expense |
67 |
|
176 |
|
623 |
|
988 |
|
Provision for income taxes |
189 |
|
6,607 |
|
355 |
|
5,733 |
|
Depreciation and amortization |
582 |
|
732 |
|
2,612 |
|
3,129 |
|
EBITDA |
(631) |
|
1,166 |
|
(6,947) |
|
(2,235) |
|
Litigation |
568 |
|
- |
|
477 |
|
- |
|
Loss on impairment |
- |
|
133 |
|
4,302 |
|
5,597 |
|
Change in fair value of contingent consideration |
- |
|
- |
|
- |
|
(1,200) |
|
Restructuring charges |
1,102 |
|
1,736 |
|
1,297 |
|
2,478 |
|
Stock-based compensation expense |
21 |
|
270 |
|
378 |
|
1,420 |
|
Change in fair value of derivative instruments |
52 |
|
(56) |
|
17 |
|
13 |
|
Acquisition-related expense |
1 |
|
- |
|
192 |
|
744 |
|
Acquisition-related legal settlement |
- |
|
(2,025) |
|
- |
|
(2,025) |
|
Adjusted EBITDA |
$1,113 |
|
$1,224 |
|
$(284) |
|
$4,792 |
|
Adjusted Net Income and Adjusted EPS Reconciliation (in thousands, except per share amounts)
References to Adjusted net income exclude the impact of gain from the change in fair value of contingent consideration, loss on impairment of our intangibles, restructuring charges, stock-based compensation expense, change in fair value of derivative instruments, acquisition-related expense, acquisition-related legal settlement, amortization of intangible assets related to acquisitions, bad debt expense due to customer bankruptcy, release of valuation allowance, and the income tax expense impact of any such adjustments. Adjusted Net Income and adjusted earnings per share (adjusted EPS) are not measures of financial performance under generally accepted accounting principles (GAAP). Management believes adjusted net income and adjusted EPS, in addition to other GAAP measures, are useful to investors to evaluate the Company’s results because they exclude certain items that are not directly related to the Company’s core operating performance and non-cash items that may, or could, have a disproportionate positive or negative impact on our results for any particular period. These measures should be considered in addition to, and not as a substitute for or superior to, any measure of performance prepared in accordance with GAAP. A reconciliation of non-GAAP adjusted net income and adjusted EPS to GAAP net income, the most directly comparable GAAP financial measure, is as follows:
|
|
Three Months ended |
Twelve Months ended |
|||||
|
|
2020 |
|
2019 |
|
2020 |
|
2019 |
|
|
(unaudited) |
|
(unaudited) |
|
(unaudited) |
|
(audited) |
Net loss |
$(1,469) |
|
$(6,349) |
|
$(10,537) |
|
$(12,085) |
|
Litigation |
568 |
|
- |
|
477 |
|
- |
|
Loss on impairment |
- |
|
133 |
|
4,302 |
|
5,597 |
|
Change in fair value of contingent consideration |
- |
|
- |
|
- |
|
(1,200) |
|
Restructuring charges |
1,102 |
|
1,736 |
|
1,297 |
|
2,478 |
|
Stock-based compensation expense |
21 |
|
270 |
|
378 |
|
1,420 |
|
Change in fair value of derivative instruments |
52 |
|
(56) |
|
17 |
|
13 |
|
Acquisition-related expense |
1 |
|
- |
|
192 |
|
744 |
|
Acquisition-related legal settlement |
- |
|
(2,025) |
|
- |
|
(2,025) |
|
Amortization of intangible assets related to acquisitions |
415 |
|
596 |
|
1,943 |
|
2,400 |
|
Valuation allowance |
1,589 |
|
6,820 |
|
1,589 |
|
6,820 |
|
Income tax expense impact of adjustments |
345 |
|
5,612 |
|
345 |
|
3,851 |
|
Adjusted net income |
$2,624 |
|
$6,737 |
|
$3 |
|
$8,013 |
|
|
|
|
|
|
|
|
|
|
Diluted earnings (loss) per common share |
$(0.07) |
|
$(0.31) |
|
$(0.52) |
|
$(0.60) |
|
|
|
|
|
|
|
|
|
|
Adjusted earnings (loss) per common share – Diluted |
$0.13 |
|
$0.33 |
|
$0.00 |
|
$0.39 |
|
|
|
|
|
|
|
|
|
|
Weighted average shares outstanding – Diluted(a) |
20,646,910 |
|
20,560,399 |
|
20,439,157 |
|
20,376,255 |
|
(a) During the year ended December 31, 2020, the Company reported a GAAP net loss and positive adjusted net income. Accordingly, there was no dilutive shares from RSUs included in the adjusted earnings per common share calculation for the year ended December 31, 2020, that was considered anti-dilutive in determining the GAAP diluted loss per common share.
Company Contact
Kyle Loudermilk
Chief Executive Officer
GSE Systems, Inc.
(410) 970-7800
The Equity Group Inc.
Kalle Ahl, CFA
(212) 836-9614
This email address is being protected from spambots. You need JavaScript enabled to view it.
Creates Second Largest US-Listed Tanker Company by Vessel Count and Third Largest by Dwt with an Enterprise Value of Approximately $2 Billion
Significant Synergies and Efficiencies to Drive Annual Cost Savings of over $23 Million and Revenue Synergies over $9 Million
Maintains Financial Strength and One of the Lowest Leverage Ratios in the Industry
Companies to Hold Investor Conference Call at 9:00 a.m. Eastern Time (“ET”) on Wednesday, March 31, 2021
NEW YORK & GREENWICH, Conn.--(BUSINESS WIRE)--International Seaways, Inc. (NYSE: INSW) (the “Company” or “INSW”) and Diamond S Shipping Inc. (NYSE: DSSI) (“Diamond S”), two of the leading tanker companies worldwide providing energy transportation services for crude oil and petroleum products in International Flag markets, announced today that their Boards of Directors have unanimously approved a definitive merger agreement pursuant to which INSW will merge with Diamond S in a stock-for-stock transaction. Subsequent to the merger, INSW and Diamond S shareholders will own approximately 55.75% and 44.25% of the combined company, respectively, using fully diluted share counts as of March 30, 2021.
The merger of Diamond S with INSW unites two companies with long-term customer relationships, similar cultures, and complementary positions in key tanker sectors. The merger will enhance INSW’s capabilities in both the crude and product markets and create “power alleys” for INSW in the large crude -VLCC and Suezmax– and LR1/Panamax and MR markets. The merger will create the second largest US-listed tanker company by vessel count and the third largest by deadweight (“dwt”). On a pro forma basis, the combined company will have 100 vessels, shipping revenues of over $1 billion, over 2,200 employees, and an enterprise value of approximately $2 billion.
Among other benefits, INSW and Diamond S believe that the merger will achieve the following:
Douglas Wheat, Lois Zabrocky and Jeffrey Pribor will continue to serve as the Chairman of the Board of Directors, Chief Executive Officer (“CEO”) and Chief Financial Officer of INSW, respectively, and the current CEO of Diamond S, Craig Stevenson Jr., will join the Board of Directors of INSW, and also act as a special advisor to the CEO for a 6-month period to ensure a smooth transition.
“We are excited to enter into this transformational transaction and create an industry bellwether,” said Lois Zabrocky, INSW’s President and CEO. “By bringing together two leading US-based diversified tanker owners, we expect to deliver a number of compelling strategic and financial benefits to the stakeholders and customers of both companies. Specifically, with our enhanced scale and capabilities combined with a best-in-class ESG track record, we are ideally positioned to meet the evolving needs of leading energy companies and capitalize on favorable long-term industry fundamentals. With this highly accretive merger, we also expect to realize significant cost synergies while maintaining one of the lowest net leverage ratios in global shipping and increasing our equity market capitalization and liquidity for the benefit of our shareholders. We are proud of INSW’s accomplishments since becoming a public company over four years ago and intend to continue to maintain an intense focus on preserving our financial strength and executing a balanced and accretive capital allocations strategy. In addition to the special dividend related to this compelling transaction, we remain committed to returning capital to shareholders through our share repurchase program and our quarterly dividend.”
Douglas Wheat, Chairman of INSW’s Board of Directors, said, “With this transaction, we are establishing a leading diversified tanker company with the scale, financial strength and commercial expertise to create lasting value for both shareholders and customers. We look forward to joining forces with Diamond S and continuing to meet the highest operational standards with an unwavering focus on safety and sustainability in the maritime sector. We believe the combined company is well positioned to capitalize on opportunities in both the current market environment and well into the future.”
Craig Stevenson Jr., President and CEO of Diamond S, commented, “By combining our fleet and capabilities with INSW’s world-class operations, we believe the merger will significantly benefit each company’s stakeholders as market conditions improve. Importantly, both INSW and Diamond S share a similar focus on people, safety, meeting customer expectation, maintaining balance sheet strength, and appropriately managing leverage in an inherently cyclical industry. As a long-time proponent of industry consolidation, I believe this transaction gives the combined company the scale and diversity necessary to hold the status as a leader in the tanker markets for years to come.”
Nadim Qureshi, Chairman of the Board of Directors of Diamond S, said “We are pleased to enter into a transaction that will both create near-term value for our shareholders and create a superior, scale vehicle that enables investors to gain exposure in both the crude and product tanker markets with strong fundamentals. Importantly, since the focus of the management teams of both Diamond S and INSW are similar, we see further value from synergies in the combined company. We look forward to working with the team at INSW to see the transaction through to completion and ensure a great outcome for our shareholders.”
Key Terms of the Merger
- Diamond S shareholders will receive 0.55375 shares of INSW common stock for each share of Diamond S common stock held. Based on the closing prices of INSW’s shares on March 30, 2021, the total stock consideration in the transaction has a value of approximately $416 million.
- Subsequent to the merger, INSW and Diamond S shareholders will own approximately 55.75% and 44.25% of the combined company, respectively, using fully diluted share counts as of March 30, 2021.
- INSW will assume Diamond S’ net debt, which was $5652 million as of December 31, 2020.
- Immediately prior to the closing of the transaction, existing INSW shareholders will also receive a special dividend of $1.10 per share.
- Diamond S’ affiliate management agreements with Capital Ship Management (“CSM”) will be phased out over time, without interruption to the key customers being served by the vessels under CSM management.
- The merger, which is expected to close in the third quarter of 2021, is subject to the approval of the shareholders of INSW and Diamond S, regulatory approvals, and other customary closing conditions.
- The Board of Directors of INSW will comprise seven representatives of INSW and three representatives of Diamond S.
- A group of shareholders, representing approximately 14% and 29% of the issued and outstanding shares of INSW and Diamond S, respectively, has committed to vote in favor of the merger, subject to the terms and conditions contained in voting agreements reached with INSW and Diamond S.
- Following the merger, INSW will remain listed on the NYSE under the symbol “INSW”.
- INSW and Diamond S received support for the transaction from the Diamond S bank group, led by Nordea Bank Abp, Crédit Agricole Corporate and Investment Bank and Skandinaviska Enskilda Banken AB (publ), who each also form key parts of INSW’s lending group, and along with the remaining banks in the group have provided consents and agreed to amend their loan facilities.
For further information about the merger, please refer to the Registration Statement to be filed with the SEC by INSW.
1 Includes two FSOs held in a joint venture
2 Reflects the impacts of 2 vessel sales by Diamond S during the first quarter of 2021, and excludes the $1.10 per share special dividend payable to INSW shareholders and the estimated transaction costs relating to the merger.
Advisors
Jefferies LLC is serving as INSW’s financial advisor for the transaction with Cleary Gottlieb Steen & Hamilton LLP and Holland & Knight LLP acting as its legal advisors.
Moelis & Company LLC is serving as Diamond S’ financial advisor for the transaction, with White & Case LLP and Seward & Kissel LLP acting as its legal advisors.
Conference Call
The Company will host a conference call to discuss the transaction at 9:00 a.m. Eastern Time (“ET”) on Wednesday, March 31, 2021. To access the call, participants should dial (855) 940-9471 for domestic callers and (412) 317-5211 for international callers. Please dial in ten minutes prior to the start of the call. A live webcast of the conference call will be available from the Investor Relations section of the Company’s website at www.intlseas.com.
An audio replay of the conference call will be available starting at 12:00 p.m. ET on Wednesday, March 31, 2021 through 11:59 p.m. ET on Wednesday, April 7, 2021 by dialing (877) 344-7529 for domestic callers and (412) 317-0088 for international callers, and entering Access Code 10153838.
About International Seaways, Inc.
International Seaways, Inc. (NYSE: INSW) is one of the largest tanker companies worldwide providing energy transportation services for crude oil and petroleum products in International Flag markets. INSW owns and operates a fleet of 36 vessels, including 11 VLCCs, 2 Suezmaxes, 4 Aframaxes/LR2s, 13 Panamaxes/LR1s and 4 MR tankers. Through joint ventures, it has ownership interests in two floating storage and offloading service vessels. INSW has an experienced team committed to the very best operating practices and the highest levels of customer service and operational efficiency. INSW is headquartered in New York City, NY. Additional information is available at www.intlseas.com.
About Diamond S Shipping Inc.
Diamond S Shipping Inc. (NYSE: DSSI) owns and operates 64 vessels on the water, including 13 Suezmaxes, 1 Aframax and 50 MR tankers. DSSI is one of the largest energy shipping companies providing seaborne transportation of crude oil, refined petroleum and other petroleum products. The Company is headquartered in Greenwich, CT. More information about DSSI can be found at www.diamondsshipping.com.
Forward-Looking Statements
This release contains forward-looking statements. In addition, INSW or Diamond S may make or approve certain statements in future filings with the Securities and Exchange Commission (SEC), in press releases, or in oral or written presentations by their representatives. All statements other than statements of historical facts should be considered forward-looking statements. These matters or statements may relate to the timing and likelihood of the completion of the proposed transaction or any anticipated synergies or other benefits therefrom, the accounting or tax treatments of the proposed transaction, customer reactions to the proposed transaction, any plans to issue dividends, the parties’ prospects, including statements regarding vessel acquisitions, trends in the tanker markets, and possibilities of strategic alliances and investments. Forward-looking statements are based on INSW’s and Diamond S’ current plans, estimates and projections, and are subject to change based on a number of factors. Investors should carefully consider the risk factors outlined in more detail in the Annual Report on Form 10-K for 2020 for INSW and Diamond S, and in similar sections of other filings made by INSW and Diamond S with the SEC from time to time. INSW and Diamond S assume no obligation to update or revise any forward-looking statements. Forward-looking statements and written and oral forward-looking statements attributable to INSW and Diamond S or their representatives after the date of this release are qualified in their entirety by the cautionary statements contained in this paragraph and in other reports previously or hereafter filed by INSW or Diamond S with the SEC.
Additional Information and Where to Find It
This communication may be deemed to be solicitation material in respect of the proposed transaction between INSW and Diamond S. In connection with the proposed transaction, INSW intends to file with the U.S. Securities and Exchange Commission (the “SEC”) a registration statement on Form S-4 that will include a joint proxy statement of INSW and Diamond S that also constitutes a prospectus of INSW. INSW and Diamond S may also file other documents with the SEC regarding the proposed transaction. This communication is not a substitute for the joint proxy statement/prospectus, Form S-4 or any other document which INSW or Diamond S may file with the SEC. Investors and security holders of INSW and Diamond S are urged to read the joint proxy statement/prospectus, Form S-4 and all other relevant documents filed or to be filed with the SEC carefully when they become available because they will contain important information about INSW, Diamond S, the transaction and related matters. Investors will be able to obtain free copies of the joint proxy statement/prospectus and Form S-4 (when available) and other documents filed with the SEC by INSW and Diamond S through the website maintained by the SEC at www.sec.gov. Copies of documents filed with the SEC by INSW will be made available free of charge on INSW’s investor relations website at https://www.intlseas.com/investor-relations. Copies of documents filed with the SEC by Diamond S will be made available free of charge on Diamond S’ investor relations website at https://diamondsshipping.com/investor-relations.
No Offer or Solicitation
This communication is not intended to and does not constitute an offer to sell or the solicitation of an offer to subscribe for or buy or an invitation to purchase or subscribe for any securities or the solicitation of any vote or approval in any jurisdiction, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in contravention of applicable law. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended.
Participants in the Solicitation
INSW, Diamond S and certain of their respective directors and executive officers may be deemed to be participants in the solicitation of proxies from the holders of INSW and Diamond S securities in connection with the contemplated transaction. Information regarding these directors and executive officers and a description of their direct and indirect interests, by security holdings or otherwise, will be included in the Form S-4 and joint proxy statement/prospectus regarding the proposed transaction (when available) and other relevant materials to be filed with the SEC by INSW and Diamond S. Information regarding INSW’s directors and executive officers is available in INSW’s proxy statement relating to its 2020 annual meeting of stockholders filed with the SEC on April 29, 2020. Information regarding Diamond S’ directors and executive officers is available in Diamond S’ proxy statement relating to its 2020 annual meeting of shareholders filed with the SEC on April 16, 2020. These documents will be available free of charge from the sources indicated above.
Investor Relations & Media:
David Siever, International Seaways, Inc.
(212) 578-1635
This email address is being protected from spambots. You need JavaScript enabled to view it.
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