BRENTWOOD, Tenn., March 12, 2024 (GLOBE NEWSWIRE) — CoreCivic, Inc. (NYSE: CXW) (“CoreCivic”) announced today that it has completed the previously announced underwritten registered public offering of $500 million aggregate principal amount of 8.250% senior notes due 2029 (the “Notes”). The Notes are senior unsecured obligations of CoreCivic and are guaranteed by all of its subsidiaries that guarantee CoreCivic’s senior secured credit facilities, the $243.1 million outstanding aggregate principal amount of its 4.750% senior unsecured notes due October 2027, with an original aggregate principal amount of $250 million, and 8.250% senior unsecured notes due 2026 (the “2026 Notes”). The aggregate net proceeds from the sale of the Notes are expected to be approximately $490.3 million, after deducting the initial purchasers’ discounts and commissions and estimated offering expenses.
CoreCivic also announced today the expiration and results of its previously announced cash tender offer (the “Tender Offer”) for any and all of the 2026 Notes, which expired at 5:00 p.m., New York City time, on March 11, 2024 (the “Expiration Time”). As of the Expiration Time, $494,103,000 aggregate principal amount of 2026 Notes, or approximately 83.3% of the aggregate principal amount of 2026 Notes outstanding, had been validly tendered and not validly withdrawn, not including any 2026 Notes that may be validly tendered pursuant to guaranteed delivery procedures. Holders (as defined in the Offer to Purchase dated March 4, 2024 (the “Offer to Purchase”)) who indicated by the Expiration Time that they will deliver their 2026 Notes through the guaranteed delivery procedures set forth in the Offer to Purchase, must deliver their 2026 Notes by 5:00 p.m., New York City time, on March 13, 2024. The complete terms and conditions of the Tender Offer were set forth in the Offer to Purchase and the related notice of guaranteed delivery (the “Notice of Guaranteed Delivery”).
CoreCivic today accepted for purchase and paid for all the 2026 Notes validly tendered in the Tender Offer at or prior to the Expiration Time and not validly withdrawn before the Expiration Time. Holders of 2026 Notes who validly tendered (and did not validly withdraw) their 2026 Notes in the Tender Offer at or prior to the Expiration Time received in cash $1,043.75 per $1,000 principal amount of 2026 Notes (the “Purchase Price”) validly tendered and accepted for purchase pursuant to the Offer to Purchase, plus accrued and unpaid interest from the October 15, 2023 interest payment date for the 2026 Notes up to, but not including, the settlement date, March 12, 2024 (the “Settlement Date”). With respect to the 2026 Notes tendered and accepted for purchase, if any, pursuant to the guaranteed delivery procedures described in the Offer to Purchase, the Holders of any such 2026 Notes will receive payment of the Purchase Price for such 2026 Notes, plus accrued and unpaid interest from the October 15, 2023 interest payment date for the 2026 Notes up to, but not including, the Settlement Date, on the payment date for any 2026 Notes tendered pursuant to a Notice of Guaranteed Delivery, which is expected to be March 14, 2024. All accrued and unpaid interest on the 2026 Notes from the October 15, 2023 interest payment date up to, but not including, the Settlement Date will cease to accrue on the Settlement Date for the 2026 Notes accepted for purchase pursuant to the Tender Offer, including those tendered pursuant to the Notice of Guaranteed Delivery.
The Notes were offered pursuant to CoreCivic’s shelf registration statement on Form S-3 (File No. 333-277631), which became effective upon filing with the Securities and Exchange Commission (the “SEC”) on March 4, 2024. The offering of the Notes was made solely by means of a prospectus supplement and an accompanying prospectus. The preliminary prospectus supplement and accompanying prospectus relating to, and describing the terms of, the offering of the Notes was filed with the SEC on March 4, 2024, and are available on the SEC’s website at www.sec.gov. The final prospectus supplement and accompanying prospectus was filed with the SEC on March 7, 2024 and are available on the SEC’s website at www.sec.gov. Copies of the preliminary and final prospectus supplement and the accompanying prospectus relating to, and describing the terms of, the offering of the Notes may be obtained from Citizens JMP Securities, LLC, Attn: Prospectus Department, or by telephone at (617) 725-5783.
Citizens JMP Securities, LLC is acting as the dealer manager for the Tender Offer. The information agent and tender agent for the Tender Offer is D.F. King & Co., Inc.
Questions regarding the terms of the Tender Offer may be directed to Citizens Capital Markets at (617) 725-5783. Requests for documents should be directed to D.F. King & Co., Inc. by calling (212) 269-5550 (for banks and brokers), or (800) 549-6697 (for all others toll free), or emailing [email protected]. Copies of the Offer to Purchase and Notice of Guaranteed Delivery are also available at the following web address: http://www.dfking.com/corecivic.
CoreCivic intends to use the net proceeds from the offering of the Notes, together with borrowings under its revolving credit facility and/or cash on hand, to repurchase the 2026 Notes validly tendered and accepted for purchase pursuant to the Tender Offer, including the payment of accrued and unpaid interest, and costs and expenses in connection with the Tender Offer. CoreCivic intends, but is not obligated, to use a combination of borrowings under its revolving credit facility and cash on hand, to redeem the 2026 Notes that remain outstanding following the completion of the Tender Offer, in accordance with the indenture governing the 2026 Notes, including the payment of all premiums, accrued interest and costs and expenses in connection with the redemption of such 2026 Notes.
This press release is neither an offer to sell nor a solicitation of an offer to buy any securities, including the Notes or the 2026 Notes, nor shall it constitute a notice of redemption under the indenture governing the 2026 Notes, nor shall there be any offer, solicitation or sale of the Notes, the 2026 Notes or any other securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful.
About CoreCivic CoreCivic is a diversified, government-solutions company with the scale and experience needed to solve tough government challenges in flexible, cost-effective ways. CoreCivic provides a broad range of solutions to government partners that serve the public good through high-quality corrections and detention management, a network of residential and non-residential alternatives to incarceration to help address America’s recidivism crisis, and government real estate solutions. CoreCivic is the nation’s largest owner of partnership correctional, detention and residential reentry facilities, and one of the largest prison operators in the United States. CoreCivic has been a flexible and dependable partner for government for 40 years. CoreCivic’s employees are driven by a deep sense of service, high standards of professionalism and a responsibility to help government better the public good. Learn more at www.corecivic.com.
Cautionary Note Regarding Forward-Looking Statements This press release includes forward-looking statements concerning the amount and CoreCivic’s intended use of proceeds from the completed underwritten public offering of the Notes and the planned redemption of the 2026 Notes that remain outstanding following the completion of the Tender Offer. These forward-looking statements may include words such as “anticipate,” “estimate,” “expect,” “project,” “plan,” “intend,” “believe,” “may,” “will,” “should,” “can have,” “likely,” and other words and terms of similar meaning in connection with any discussion of the timing or nature of future operating or financial performance or other events. Such forward-looking statements may be affected by risks and uncertainties in the Company’s business and market conditions. These forward-looking statements are subject to risks and uncertainties that could cause actual results to differ materially from the statements made. Important factors that could cause actual results to differ are described in the filings made from time to time by CoreCivic with the SEC and include the risk factors described in CoreCivic’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023, filed with the SEC on February 20, 2024. Except as required by applicable law, CoreCivic undertakes no obligation to update forward-looking statements made by it to reflect events or circumstances occurring after the date hereof or the occurrence of unanticipated events.
Contact: Investors: Mike Grant – Managing Director, Investor Relations – (615) 263-6957 Financial Media: David Gutierrez, Dresner Corporate Services – (312) 780-7204
NEW ALBANY, OH / ACCESSWIRE / March 12, 2024 / Commercial Vehicle Group (CVG) (NASDAQ:CVGI), a global leader in the design and manufacturing of electrical systems, vehicle components and accessories, plastic products and robotic assemblies, today introduced a new prototype automation system called STACC, a modular and expandable goods-to-person solution that is expected to be available in multiple configurations for connection to upstream and downstream automation systems. We believe STACC, which stands for Stacked, Tote, Automated, Conveyance Cube, could disrupt traditional micro-fulfillment markets. This new innovative solution is designed for rapid deployment to address the challenges posed by the surge in e-commerce demand, warehousing expenses, rising labor costs, and escalating real estate expenses. CVG is featuring in-person live demonstrations of STACC in booth C4489 at MODEX 2024 this week (March 10-14).
STACC by CVG Industrial automation STACC system by CVG – Revolutionizing hyper-density micro fulfillment.
STACC’s hyper-dense storage and picking solution is designed for optimal space utilization, while the modular concept allows expansion in X, Y, and Z directions. STACC boasts a user-friendly interface, complemented by an ergonomic and durable design, all geared toward minimizing operating costs while maximizing productivity. We believe STACC delivers a one- to two-year ROI in most applications.
STACC will be offered in two distinct designs, STACC Lite™ and STACC Pro™ (patents pending), providing tailored solutions to meet the diverse needs of customers.
Minja Zahirovic, President of Industrial Automation for CVG, said: “STACC is the next step in our commitment to innovation and excellence in addressing the evolving needs of our customers. With its modular design, seamless scalability, and unmatched automation density, STACC is expected to revolutionize micro fulfillment, empowering businesses to optimize operations and stay ahead in today’s dynamic market. At CVG, we’re proud to introduce a solution that not only simplifies processes but also sets a new standard for efficiency and sustainability in the industry.”
Visit CVG at MODEX 2024, March 10-14, in booth C4489 to experience STACC™. Witness the future of micro fulfillment and join the pre-order list.
About CVG At CVG, we deliver real solutions to complex design, engineering and manufacturing problems while creating positive change for our customers, industries, and communities we serve. Information about CVG and its products is available at www.cvgrp.com.
Vancouver, British Columbia–(Newsfile Corp. – March 12, 2024) – Hemisphere Energy Corporation (TSXV: HME) (OTCQX: HMENF) (“Hemisphere” or the “Company”) is pleased to announce highlights from its independent reserves evaluation (the “Reserve Report”), prepared by McDaniel & Associates Consultants Ltd. (“McDaniel”) and effective as at December 31, 2023.
In 2023, Hemisphere invested $16 million to drill eight successful Atlee Buffalo wells, upgrade facilities in Atlee Buffalo, purchase land and seismic, and pre-purchase some of the materials for its 2024 development program. With the Company’s capital additions, corporate production in 2023 increased by more than 10% year-over-year, to 3,124 boe/d (99% heavy oil). Production is currently trending over 3,450 boe/d (99% heavy oil, based on field estimates between February 10 – March 10, 2024), after significant downtime experienced in January and early February due to extreme cold weather and equipment failure.
During the year, Hemisphere also distributed $13.1 million in base and special dividends, purchased 3.2 million shares under its normal course issuer bid (“NCIB”) for a total price of $4.0 million (at an average price of $1.25/share), and exited the year in a cash position with working capital1 of over $3 million.
The Company’s continued success in the development of its enhanced oil recovery projects was recognized again by McDaniel in the Reserve Report. In the Proved Developed Producing (“PDP”) category, Hemisphere replaced 104% of 2023 production and increased reserve value by 9% to $248 million NPV10 BT. Hemisphere also grew Proved (“1P”) reserve value to $325 million NPV10 BT and Proved plus Probable (“2P”) reserve value to $416 million NPV10 BT.
The Company’s new Saskatchewan lands currently account for only 5% of 1P and 7% of 2P reserves, while making up only 3% of 1P and 5% of 2P NPV10 BT valuations of Hemisphere’s reserves. Significant reserve upside remains on Hemisphere lands if the play proves successful over the course of 2024 and beyond.
Consistent with McDaniel’s 2022 year-end evaluation, the Reserve Report incorporates full corporate abandonment, decommissioning, and reclamation costs (“ADR”) in the PDP category. Hemisphere has always been cautious of acquiring additional wellbore and facility liabilities. A direct result of this strategy is that Hemisphere’s reserves retain more comparative value per barrel than companies with additional ADR liabilities that must be deducted from their base valuations. Management estimates that total undiscounted and uninflated existing ADR is $8.3 million ($2.3 million NPV10 BT, with costs inflated at 2%/yr), which includes all ADR associated with both active and inactive wells, pipelines, and facilities regardless of whether such wells, pipelines, and facilities had any attributed reserves. Based on public information, Hemisphere stands out among its industry peers as being within the top 8% of Alberta oil and gas operators for its industry-leading liability management ratio (“LMR”) of 17, resulting in Hemisphere having less than 1% of its PDP net present value impaired by ADR.
Hemisphere’s low decline, long life, and high value reserves are a sign of the tremendous resource the Company has been developing over the past number of years. These valuable assets are the backbone of Hemisphere and are expected to generate significant free cash flow as they continue to grow with planned additional development and optimization of enhanced oil recovery techniques.
2023 Reserve Highlights
Proved Developed Producing (“PDP”) Reserves
NPV10 BT of $248 million, an increase of 9% over year-end 2022 and equivalent to $2.49 per basic share.
Replaced 104% of 2023 production through organic development.
Maintained reserve volumes year-over-year at 8.2 MMboe (99.6% heavy crude oil).
Achieved a 2-year FD&A cost of $9.30/boe (including changes in future development capital (“FDC”)) for a recycle ratio of 5.4.
RLI of 7.2 years based on 2023 production.
Proved (“1P”) Reserves
NPV10 BT of $325 million, an increase of 5% over year-end 2022 and equivalent to $3.27 per basic share.
Replaced 90% of 2023 production through organic development.
Maintained reserve volumes year-over-year at 12.1 MMboe (99.4% heavy crude oil).
Achieved a 2-year FD&A cost of $14.82/boe (including changes in FDC) for a recycle ratio of 3.4.
RLI of 10.6 years based on 2023 production.
NAV of $3.18 per fully diluted share based on Reserve Report pricing assumptions.
NAV of $3.28 and $4.27 per fully diluted share based on Reserve Report run internally at McDaniel’s pricing sensitivities of US$80 and US$100 WTI flat pricing.
Proved plus Probable (“2P”) Reserves
NPV10 BT of $416 million, an increase of 5% over year-end 2022 and equivalent to $4.19 per basic share.
Replaced 125% of 2023 production through organic development.
Maintained reserve volumes at 16.3 MMboe (99.4% heavy crude oil).
Achieved a 2-year FD&A cost of $14.91/boe (including changes in FDC) for a recycle ratio of 3.4.
RLI of 14.3 years based on 2023 production.
NAV of $4.03 per fully diluted share based on Reserve Report pricing assumptions.
NAV of $4.12 and $5.36 per fully diluted share based on Reserve Report run internally at McDaniel’s pricing sensitivities of US$80 and US$100 WTI flat pricing.
2023 Independent Qualified Reserve Evaluation
The reserves data set forth below is based upon an independent reserves evaluation prepared by McDaniel dated March 11, 2024 with an effective date of December 31, 2023, and is in accordance with definitions, standards, and procedures contained within COGEH and National Instrument 51-101 Standards of Disclosure for Oil and Gas Activities (“NI 51-101”). Additional reserve information as required under NI 51-101 will be included in Hemisphere’s Annual Information Form which will be filed on SEDAR+ on or before April 30, 2024. Due to rounding, certain totals in the columns may not add in the following tables. All dollar values are in Canadian dollars, unless otherwise noted.
Pricing Assumptions
McDaniel’s independent evaluation was based on the average of the published price forecasts for McDaniel, GLJ Petroleum Consultants Ltd., and Sproule Associates Ltd. (the “3-Consultant Average Price Forecast”) at January 1, 2024, with the following table detailing pricing and foreign exchange rate assumptions. Hemisphere’s corporate production historically averages a discount of approximately $4.50 to WCS pricing. When compared to last year’s 3-Consultant Average Price Forecast dated January 1, 2023, the current WCS pricing outlook is down approximately 1% in 2024, and up 1% thereafter over the next 15-year period. The 2024 3-Consultant Average Price Forecast uses a 5-year 2024-28 WTI price of US$76.33/bbl and WCS price of Cdn$81.11/bbl.
3-Consultant Average Price Forecast January 1, 2023
3-Consultant Average Price Forecast January 1, 2024
WTI Crude Oil ($US/bbl)
Edmonton Light Crude Oil ($Cdn/bbl)
Western Canadian Select WCS Crude Oil ($Cdn/bbl)
AECO Spot Price ($Cdn/MM Btu)
Inflation (%)
US/Cdn Exchange Rate ($US/$Cdn)
WTI Crude Oil ($US/bbl)
Western Canadian Select WCS Crude Oil ($Cdn/bbl)
Edmonton Light Crude Oil ($Cdn/bbl)
AECO Spot Price ($Cdn/MM Btu)
Inflation (%)
US/Cdn Exchange Rate ($US/$Cdn)
2024
78.50
97.74
77.75
4.40
2.3
0.765
2024
73.67
92.91
76.74
2.20
0
0.745
2025
76.95
95.27
77.55
4.21
2
0.768
2025
74.98
95.04
79.77
3.37
2
0.765
2026
77.61
95.58
80.07
4.27
2
0.772
2026
76.14
96.07
81.12
4.05
2
0.768
2027
79.16
97.07
81.89
4.34
2
0.775
2027
77.66
97.99
82.88
4.13
2
0.772
2028
80.74
99.01
84.02
4.43
2
0.775
2028
79.22
99.95
85.04
4.21
2
0.775
2029
82.36
100.99
85.73
4.51
2
0.775
2029
80.80
101.94
86.74
4.30
2
0.775
2030
84.00
103.01
87.44
4.60
2
0.775
2030
82.42
103.98
88.47
4.38
2
0.775
2031
85.69
105.07
89.20
4.69
2
0.775
2031
84.06
106.06
90.24
4.47
2
0.775
2032
87.40
106.69
91.11
4.79
2
0.775
2032
85.74
108.18
92.04
4.56
2
0.775
2033
89.15
108.83
92.93
4.88
2
0.775
2033
87.46
110.35
93.89
4.65
2
0.775
2034
90.93
111.00
94.79
4.98
2
0.775
2034
89.21
112.56
95.77
4.74
2
0.775
2035
92.75
113.22
96.69
5.08
2
0.775
2035
90.99
114.81
97.68
4.84
2
0.775
2036
94.61
115.49
98.62
5.18
2
0.775
2036
92.81
117.10
99.64
4.94
2
0.775
2037
96.50
117.80
100.59
5.29
2
0.775
2037
94.67
119.45
101.63
5.03
2
0.775
2038
98.43
120.16
102.60
5.40
2.00
0.78
2038
96.56
121.83
103.66
5.14
2.00
0.78
Summary of Reserves(1)
Heavy Oil
Conventional Natural Gas
Total
Reserves Category
(Mbbl)
(MMcf)
(Mboe)
Proved
Developed Producing
8,196
173
8,225
Developed Non-Producing
34
7
35
Undeveloped
3,756
250
3,798
Total Proved
11,987
429
12,058
Probable
4,231
188
4,262
Total Proved plus Probable
16,217
617
16,320
Note:
(1)Reserves are presented as “gross reserves” which are the Company’s working interest reserves before royalty deductions and without including any royalty interests.
Summary of Net Present Value of Future Net Revenue, Before Tax (“NPV BT”) (1)(2)
NPV BT (M$, except per share amount)
Discounted at (% per Year)
Reserves Category
0%
5%
10%
Proved
Developed Producing
363,872
295,324
247,832
Developed Non-Producing
720
603
513
Undeveloped
126,954
97,757
76,777
Total Proved
491,546
393,685
325,121
Probable
190,663
126,483
91,337
Total Proved plus Probable
682,209
520,168
416,458
Per basic share(3)
Proved Developed Producing
3.66
2.97
2.49
Proved
4.95
3.96
3.27
Proved plus Probable
6.87
5.24
4.19
Notes: (1)Based on the average of the published price forecasts for McDaniel, GLJ Petroleum Consultants Ltd., and Sproule Associates Ltd. at January 1, 2024, as outlined in the table herein entitled “Pricing Assumptions”. (2)It should not be assumed that the estimates of net present value of future net revenues presented in this table represent the fair market value of Hemisphere’s reserves. (3)Based on there being 99,340,339 issued and outstanding shares of the Company as of December 31, 2023.
Future Development Costs (“FDC”)
The following summarizes the development costs deducted in the estimation of the net present value of the future net revenue attributable to 1P and 2P reserves.
Forecast Costs (M$)
1P
2P
2024
16,410
16,410
2025
22,959
28,051
2026
7,087
12,648
2027
3,501
3,501
Subsequent years
–
–
Total Undiscounted
49,956
60,609
Total Discounted at 10%
43,568
52,209
Finding, Development and Acquisition Costs (“FD&A”) Costs and Recycle Ratios(1)(2)
2023
2-Year Totals/Average
FD&A
PDP
1P
2P
PDP
1P
2P
Exploration, development and acquisition capital (M$)(3)(4)
14,543
31,570
Total changes in FDC (M$)
-528
4,869
10,094
-2,527
2,191
9,888
Total FD&A Capital, including changes in FDC (M$)
14,015
19,412
24,637
29,044
33,762
41,458
FD&A Reserve additions, including revisions (Mboe)
1,181
1,027
1,425
3,123
2,278
2,780
FD&A costs(5), including changes in FDC ($/boe)
11.87
18.90
17.28
9.30
14.82
14.91
Recycle Ratio(6)
3.8
2.4
2.6
5.4
3.4
3.4
Notes: (1)All financial information included in this news release is per Hemisphere’s preliminary unaudited financial statements for the year ended December 31, 2023, which have not yet been approved by the Company’s Audit Committee or Board of Directors and therefore represents management’s estimates. Readers are advised that these financial estimates may be subject to change as a result of the completion of the independent audit on Hemisphere’s financial statements for the year ended December 31, 2023, and the review and approval of same with the Company’s Audit Committee and Board of Directors. (2)See “Oil and Gas Advisories” and “Oil and Gas Metrics”. (3)Exploration, development and acquisition capital excludes capitalized administration costs. (4)The aggregate of the exploration, development and acquisition capital incurred in the financial year and change during that year in estimated future development costs generally will not reflect total finding, development and acquisition costs related to reserve additions for that year. (5)FD&A costs are calculated as the sum of exploration, development and acquisition capital plus the change in future development capital (FDC) for the period divided by the change in reserves for the period, including on acquisition lands. FD&A costs take into account reserves revisions during the year on a per boe basis, and 2023 production of 3,124 boe/d. (6)Recycle ratio is calculated as Operating field netback divided by FD&A costs. Operating field netback is a non-IFRS measure that does not have any standardized meaning under IFRS and therefore may not be comparable to similarmeasures presented by other entities. Refer to the sections “Non-IFRS and Other Specified Financial Measures” and “Financial Information”. The Company‘s estimated operating field netback in 2023 was $45.41/boe (unaudited) and 2-year 2022/23 average operating field netback was $50.67/boe.
Reserve Life Index (“RLI”)
As of December 31, 2023(1)
PDP
7.2
1P
10.6
2P
14.3
Note: (1)Calculated as the applicable reserves volume divided by Hemisphere’s average 2023 production of 3,124 boe/d.
Net Asset Value (“NAV”)(1)
As at December 31, 2023
(MM$ except share amounts)
3-Consultant Average Price Forecast
US$80 WTI
US$100 WTI
1P NPV10 BT(2)
325
336
441
2P NPV10 BT(2)
416
426
558
Undeveloped Land and Seismic(3)
3
Proceeds from Stock Options
9
Working Capital(4)
3
Million Shares Outstanding (fully diluted)
107
1P NAV per share (fully diluted)
$3.18
$3.28
$4.27
2P NAV per share (fully diluted)
$4.03
$4.12
$5.36
Notes: (1)Calculated using the respective net present values of 1P and 2P reserves, before tax and discounted at 10%, plus internally valued undeveloped land & seismic and proceeds from and stock options, plus working capital(4), and divided by fully diluted outstanding shares. Net present values are shown at various price forecasts including the 3-Consultant Average Price Forecast used in the McDaniel Reserve Report, as well as sensitivities run internally at McDaniel’s flat WTI price forecasts of US$80 and US$100 WTI paired with US$19.32 and US$23.45 WCS differentials, respectively, and 1.37 USD/CAD FX. (2)100% of existing and future corporate ADR has been included in the McDaniel Reserve Report. Total corporate ADR accounted for in the 2023 reserve report, including that for future development, amounts to $3.0 million NPV10 BT in the 1P category and $3.1 million NPV10 BT in the 2P category. (3)Based on an internal evaluation by management of Hemisphere as of December 31, 2023, with an average value of $75.87 per acre for 31,295 undeveloped net acres, and $0.55 million for seismic. (4)Working Capital is a non-IFRS measure that does not have any standardized meaning under IFRS and therefore may not be comparable to similar measures presented by other entities. Refer to the section “Non-IFRS and Other Specified Financial Measures”. All financial information as at December 31, 2023 is per Hemisphere’s preliminary unaudited financial statements for the year ended December 31, 2023, which has not yet been approved by the Company’s Audit Committee or Board of Directors and therefore represents management’s estimates. Readers are advised that these financial estimates may be subject to changes as a result of the completion of the independent audit on Hemisphere’s financial statements for the year ended December 31, 2023, and the review and approval of same with the Company’s Audit Committee and Board of Directors.
About Hemisphere Energy Corporation
Hemisphere is a dividend-paying Canadian oil company focused on maximizing value per share growth with the sustainable development of its high netback, low decline conventional heavy oil assets through water and polymer flood enhanced recovery methods. Hemisphere trades on the TSX Venture Exchange as a Tier 1 issuer under the symbol “HME” and on the OTCQX Venture Marketplace under the symbol “HMENF”.
For further information, please visit the Company’s website at www.hemisphereenergy.ca to view its corporate presentation or contact:
Don Simmons, President & Chief Executive Officer Telephone: (604) 685-9255 Email: [email protected]
Definitions and Abbreviations
bbl
barrel
US$
United States dollar
Mbbl
thousands of barrels
Cdn$
Canadian dollar
MMbbl
millions of barrels
M$
thousand dollars
boe
barrel of oil equivalent
MM
million
boe/d
barrel of oil equivalent per day
NPV BT
Net Present Value of future net revenue, before tax
Mboe
thousands of barrels of oil equivalent
NPV10 BT
NPV BT, discounted at 10%
MMboe
millions of barrels of oil equivalent
FX
Foreign Exchange
MMcf
million cubic feet
FDC
Future Development Costs
MMbtu
million British Thermal Unit
FD&A
Finding, Development and Acquisition
AECO
Alberta Energy Company
NAV
Net Asset Value
WCS
Western Canadian Select
RLI
Reserve Life Index
WTI
West Texas Intermediate
Forward-Looking Statements
This news release contains certain forward-looking information and statements within the meaning of applicable securities laws. The use of any of the words “expect”, “anticipate”, “continue”, “estimate”, “may”, “will”, “project”, “should”, “believe”, “plans”, “intends” and similar expressions are intended to identify forward-looking information or statements. In particular, but without limiting the foregoing, this news release contains forward-looking information and statements pertaining to the following: the Company’s expectations that its assets are expected to generate significant free funds flow as they continue to grow with planned additional development and optimization of enhanced oil recovery techniques; the volumes of Hemisphere’s oil and gas reserves and the estimated net present values of the future net revenues of such reserves; the Company’s estimates of ADR; and the Company’s anticipated filing date for its annual information form for the year ending December 31, 2023; upside potential on Hemisphere’s Saskatchewan properties in 2024 and beyond. In addition, statements relating to “reserves” are deemed to be forward-looking statements, as they involve the implied assessment, based on certain estimates and assumptions, that the reserves described can be profitably produced in the future.
The estimates of Hemisphere’s reserves provided herein are estimates only and there is no guarantee that the estimated reserves will be recovered. In addition, forward-looking statements or information are based on a number of material factors, expectations or assumptions of Hemisphere which have been used to develop such statements and information, but which may prove to be incorrect. Although Hemisphere believes that the expectations reflected in such forward-looking statements or information are reasonable, undue reliance should not be placed on forward-looking statements because Hemisphere can give no assurance that such expectations will prove to be correct. In addition to other factors and assumptions which may be identified herein, assumptions have been made regarding, among other things: that Hemisphere will continue to conduct its operations in a manner consistent with past operations; results from drilling and development activities are consistent with past operations; the quality of the reservoirs in which Hemisphere operates and continued performance from existing wells; inflation rates and cost escalations; the continued and timely development of infrastructure in areas of new production; the accuracy of the estimates of Hemisphere’s reserve volumes; certain commodity price and other cost assumptions; continued availability of debt and equity financing and cash flow to fund Hemisphere’s current and future plans and expenditures; the impact of increasing competition; the general stability of the economic and political environment in which Hemisphere operates; the general continuance of current industry conditions; the timely receipt of any required regulatory approvals; the ability of Hemisphere to obtain qualified staff, equipment and services in a timely and cost efficient manner; drilling results; the ability of the operator of the projects in which Hemisphere has an interest in to operate the field in a safe, efficient and effective manner; the ability of Hemisphere to obtain financing on acceptable terms; field production rates and decline rates; the ability to replace and expand oil and natural gas reserves through acquisition, development and exploration; the timing and cost of pipeline, storage and facility construction and expansion and the ability of Hemisphere to secure adequate product transportation; future commodity prices; currency, exchange and interest rates; regulatory framework regarding royalties, taxes and environmental matters in the jurisdictions in which Hemisphere operates; and the ability of Hemisphere to successfully market its oil and natural gas products.
The forward-looking information and statements included in this news release are not guarantees of future performance and should not be unduly relied upon. Such information and statements, including the assumptions made in respect thereof, involve known and unknown risks, uncertainties and other factors that may cause actual results or events to defer materially from those anticipated in such forward-looking information or statements including, without limitation: changes in commodity prices; regulatory risks, including penalties or other remedial action; the ability of the Company to maintain legal title to its properties; changes to, or restrictions of, labour, supplies, and infrastructure as a result of COVID-19; changes in the demand for or supply of Hemisphere’s products, the early stage of development of some of the evaluated areas and zones; unanticipated operating results or production declines; changes in tax or environmental laws, royalty rates or other regulatory matters; changes in development plans of Hemisphere or by third party operators of Hemisphere’s properties; changes in budgets; increased debt levels or debt service requirements; inaccurate estimation of Hemisphere’s oil and gas reserve volumes; limited, unfavourable or a lack of access to capital markets; increased costs; a lack of adequate insurance coverage; the impact of competitors; and certain other risks detailed from time-to-time in Hemisphere’s public disclosure documents, (including, without limitation, those risks identified in this news release and in Hemisphere’s annual information form).
The forward-looking information and statements contained in this news release speak only as of the date of this news release, and Hemisphere does not assume any obligation to publicly update or revise any of the included forward-looking statements or information, whether as a result of new information, future events or otherwise, except as may be required by applicable securities laws.
Oil and Gas Advisories
All reserve references in this news release are “gross” or “Company interest reserves”. Such reserves are the Company’s total working interest reserves before the deduction of any royalties and without including any royalty interests of the Company.
It should not be assumed that the net present value of the estimated net revenues presented in this news release represent the fair market value of the reserves. There is no assurance that the forecast prices and costs assumptions will be attained, and variances could be material. The recovery and reserve estimates of Hemisphere’s crude oil, natural gas liquids and natural gas reserves provided herein are estimates only and there is no guarantee that the estimated reserves will be recovered. Actual crude oil, natural gas and natural gas liquids reserves may be greater than or less than the estimates provided herein. Estimates of net present value and future net revenue contained herein do not necessarily represent fair market value. Estimates of reserves and future net revenue for individual properties may not reflect the same level of confidence as estimates of reserves and future net revenue for all properties, due to the effect of aggregation. There is no assurance that the forecast price and cost assumptions in evaluating Hemisphere’s reserves will be attained and variances could be material.
All future net revenues are estimated using forecast prices, arising from the anticipated development and production of our reserves, net of the associated royalties, operating costs, development costs and abandonment and reclamation costs and are stated prior to provision for interest and general and administrative expenses. Future net revenues have been presented in this news release on a before tax basis.
“Boe” means barrel of oil equivalent on the basis of 6 mcf of natural gas to 1 bbl of oil. Boe’s may be misleading, particularly if used in isolation. A boe conversion ratio of 6 mcf: 1 bbl is based on an energy equivalency conversion method primarily applicable at the burner tip and does not represent a value equivalency at the wellhead. In addition, given that the value ratio based on the current price of crude oil as compared to natural gas is significantly different from the energy equivalency of 6:1, utilizing a conversion on a 6:1 basis may be misleading as an indication of value.
Oil and Gas Metrics
This news release contains metrics commonly used in the oil and natural gas industry, such as finding, development and acquisition (“FD&A”) costs, “recycle ratio”, “operating field netback” and “reserve life index (“RLI”)”. These terms do not have a standardized meaning and the Company’s calculation of such metrics may not be comparable to the calculation method used or presented by other companies for the same or similar metrics, and therefore should not be used to make such comparisons.
“Finding, development and acquisition costs” or “FD&A costs” are calculated as the sum of exploration, development and acquisition capital plus the change in future development capital (“FDC”) for the period divided by the change in reserves for the period, including on acquisition lands. FD&A costs take into account reserves revisions during the year on a per boe basis. The aggregate of the exploration, development and acquisition costs incurred in the financial year and changes during that year in estimated future development costs generally will not reflect total FD&A costs related to reserves additions for that year. Management uses FD&A costs as a measure of capital efficiency for organic reserves development.
“Exploration, development and acquisition capital” means the aggregate exploration, development and acquisition costs incurred in the financial year, and excludes capitalized administration costs.
“Recycle ratio” is a Non-IFRS ratio calculated as the Operating field netback divided by the FD&A cost per boe for the year.Operating field netback is a non-IFRS financial measure (refer to the section “Non-IFRS and Other Specified Financial Measures”). Management uses recycle ratio to relate the cost of adding reserves to the expected cash flows to be generated.
“Reserve life index” is calculated as total company interest reserves divided by annual production, for the year indicated.
“NAV per fully diluted share” is calculated using the respective net present values of 1P and 2P reserves, before tax and discounted at 10%, plus internally valued undeveloped land & seismic and proceeds from warrants and stock options, plus working capital, and divided by fully diluted outstanding shares. Net present values are shown at various price forecasts including the 3-Consultant Average Price Forecasts used in the McDaniel Reserve Report, as well as sensitivities run internally at McDaniel’s flat WTI price forecasts of US$80 and US$100 WTI paired with US$19.32 and US$23.45 WCS differentials respectively, and 1.37 USD/CAD FX. Management uses NAV per share as a measure of the relative change of Hemisphere’s net asset value over its outstanding common shares over a period of time.
Management uses these oil and gas metrics for its own performance measurements and to provide shareholders with measures to compare the Company’s operations over time. Readers are cautioned that the information provided by these metrics, or that can be derived from the metrics presented in this news release, should not be relied upon for investment or other purposes.
Financial Information
Certain financial information included in this news release is per Hemisphere’s preliminary unaudited financial statements for the year ended December 31, 2023, which have not yet been approved by the Company’s Audit Committee or Board of Directors and therefore represents management’s estimates. Readers are advised that these financial estimates may be subject to change as a result of the completion of the independent audit on Hemisphere’s financial statements for the year ended December 31, 2023, and the review and approval of same with the Company’s Audit Committee and Board of Directors. All amounts are expressed in Canadian dollars unless otherwise noted.
Non-IFRS and Other Specified Financial Measures
Certain measures commonly used in the oil and natural gas industry referred to herein, including “Working Capital” and “Operating field netback”, do not have standardized meanings prescribed by IFRS and therefore may not be comparable with the calculation of similar measures by other companies. These non-IFRS measures are further described and defined below. Investors are cautioned that these measures should not be construed as alternatives to or more meaningful than the most directly comparable IFRS measures as indicators of Hemisphere’s performance. Set forth below are descriptions of the non-IFRS financial measures used in this news release.
“Working Capital” is closely monitored by the Company to ensure that its capital structure is maintained by a strong balance sheet to fund the future growth of the Company. Working Capital is used in this document in the context of liquidity and is calculated as the total of the Company’s bank debt plus current assets, less current liabilities, excluding the fair value of financial instruments, lease and decommissioning liabilities.
($MM)
Twelve Months Ended December 31, 2022 (unaudited)
Bank debt
$
–
Current assets
13.3
Current liabilities
(9.9
)
Working Capital
$
3.4
“Operating field netback” is calculated as oil and gas sales, less royalties, operating expenses, and transportation costs on an absolute and per barrel of oil equivalent basis. Operating netback per boe and Operating field netback per boe are calculated by dividing the respective terms by the applicable barrels of oil equivalent of production. A reconciliation of Operating netback and Operating field netback per boe to the most directly comparable measure calculated and presented in accordance with IFRS is as follows:
($/boe)
Twelve Months Ended December 31, 2022 (unaudited)
Average realized sales
$
74.05
Royalties
(14.89
)
Operating and transportation expenses
(13.75
)
Operating field netback
$
45.41
The Company has provided additional information on how these measures are calculated in the Management’s Discussion and analysis for the year ended December 31, 2022 and for the three and nine month periods ended September 30, 2023, which are available under the Company’s SEDAR+ profile at www.sedarplus.ca.
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this news release.
1 Working Capital is a non-IFRS measure that does not have any standardized meaning under IFRS and therefore may not be comparable to similar measures presented by other entities. Refer to the sections “Non-IFRS and Other Specified Financial Measures” and “Financial Information”.
Franchise Program to Support the Company’s Bold Expansion Strategy as North America’s Market Share Leader
ATLANTA, March 12, 2024 (GLOBE NEWSWIRE) — Bitcoin Depot (“Bitcoin Depot” or the “Company”) (NASDAQ: BTM), a U.S.-based Bitcoin ATM (“BTM”) operator and leading fintech company, today announced the sale of 50 new BTM kiosks to Sopris Capital, a 20-year-old multi-strategy investment firm, as part of the Company’s franchise program. Bitcoin Depot will strategically deploy and operate the new kiosks on behalf of Sopris Capital across Canada.
Bitcoin Depot launched its franchise program in 2023 to provide additional deployment opportunities to qualified partners as part of its North American expansion strategy. Franchise partners benefit from Bitcoin Depot’s expertise in operating BTMs and integration with BitAccess software, the premier software suite for Bitcoin ATM operations. The software suite provides industry-leading remote management, excellent security, fleet management through the operator panel, compliance tools, and much more. Through the franchise program, Bitcoin Depot has already added more than 100 additional BTM kiosk locations.
“We’re excited to partner with an investor who shares our vision for broadening access to Bitcoin,” said Bitcoin Depot CEO Brandon Mintz. “Our franchise program provides a capital-efficient strategy for Bitcoin Depot to continue its expansion this year as we aim to have the largest installed fleet of Bitcoin ATMs in the company’s history.”
Bitcoin Depot’s products and services provide an intuitive, quick, and convenient process for converting cash into Bitcoin, giving users the ability to access the broader digital financial system, including using their Bitcoin for purposes of making payments, transfers, remittances, online purchases, and investments.
About Bitcoin Depot Bitcoin Depot Inc. (Nasdaq: BTM) was founded in 2016 with the mission to connect those who prefer to use cash to the broader, digital financial system. Bitcoin Depot provides its users with simple, efficient and intuitive means of converting cash into Bitcoin, which users can deploy in the payments, spending and investing space. Users can convert cash to bitcoin at Bitcoin Depot kiosks in 48 states and at thousands of name-brand retail locations in 29 states through its BDCheckout product. The Company has the largest market share in North America with approximately 6,400 kiosk locations as of September 30, 2023. Learn more at www.bitcoindepot.com
Cautionary Note Regarding Forward-Looking Statements This press release and any oral statements made in connection herewith include “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Exchange Act. Forward-looking statements are any statements other than statements of historical fact, and include, but are not limited to, statements regarding the expectations of plans, business strategies, objectives and growth and anticipated financial and operational performance, including our growth strategy and ability to increase deployment of our products and services, the anticipated effects of the Amendment, and the closing of the Preferred Sale. These forward-looking statements are based on management’s current beliefs, based on currently available information, as to the outcome and timing of future events. Forward-looking statements are often identified by words such as “anticipate,” “appears,” “approximately,” “believe,” “continue,” “could,” “designed,” “effect,” “estimate,” “evaluate,” “expect,” “forecast,” “goal,” “initiative,” “intend,” “may,” “objective,” “outlook,” “plan,” “potential,” “priorities,” “project,” “pursue,” “seek,” “should,” “target,” “when,” “will,” “would,” or the negative of any of those words or similar expressions that predict or indicate future events or trends or that are not statements of historical matters, although not all forward-looking statements contain such identifying words. In making these statements, we rely upon assumptions and analysis based on our experience and perception of historical trends, current conditions, and expected future developments, as well as other factors we consider appropriate under the circumstances. We believe these judgments are reasonable, but these statements are not guarantees of any future events or financial results. These forward-looking statements are provided for illustrative purposes only and are not intended to serve as, and must not be relied on by any investor as, a guarantee, an assurance, a prediction or a definitive statement of fact or probability. Actual events and circumstances are difficult or impossible to predict and will differ from assumptions. Many actual events and circumstances are beyond our control. These forward-looking statements are subject to a number of risks and uncertainties, including changes in domestic and foreign business, market, financial, political and legal conditions; failure to realize the anticipated benefits of the business combination; future global, regional or local economic and market conditions; the development, effects and enforcement of laws and regulations; our ability to manage future growth; our ability to develop new products and services, bring them to market in a timely manner and make enhancements to our platform; the effects of competition on our future business; our ability to issue equity or equity-linked securities; the outcome of any potential litigation, government and regulatory proceedings, investigations and inquiries; and those factors described or referenced in filings with the Securities and Exchange Commission. If any of these risks materialize or our assumptions prove incorrect, actual results could differ materially from the results implied by these forward-looking statements. There may be additional risks that we do not presently know or that we currently believe are immaterial that could also cause actual results to differ from those contained in the forward-looking statements. In addition, forward-looking statements reflect our expectations, plans or forecasts of future events and views as of the date of this press release. We anticipate that subsequent events and developments will cause our assessments to change. We caution readers not to place undue reliance on forward-looking statements. Forward-looking statements speak only as of the date they are made, and we undertake no obligation to update publicly or otherwise revise any forward-looking statements, whether as a result of new information, future events, or other factors that affect the subject of these statements, except where we are expressly required to do so by law. All written and oral forward-looking statements attributable to us are expressly qualified in their entirety by this cautionary statement.
Contacts:
Investors Cody Slach, Alex Kovtun Gateway Group, Inc. 949-574-3860 [email protected]
Media Christina Lockwood, Brenlyn Motlagh, Ryan Deloney Gateway Group, Inc. 949-574-3860 [email protected]
BOCA RATON, Fla.–(BUSINESS WIRE)–Mar. 12, 2024– The GEO Group (NYSE: GEO) (“GEO”) announced today that its wholly-owned subsidiary, GEO Transport, Inc. (“GTI”) has been awarded a five-year contract, inclusive of option periods, to provide air operations support services on behalf of U.S. Immigration and Customs Enforcement (“ICE”), as a subcontractor to CSI Aviation, Inc. (“CSI Aviation”) which has been selected by ICE as the prime contractor. CSI Aviation is a veteran-owned aviation services company, founded in 1979, with a long-standing record as a leading provider of aviation support services to the U.S. federal government. GTI first began providing air operations support services to ICE as a subcontractor to CSI Aviation, under a nine-month emergency contract starting in July of 2023. The new five-year contract is expected to generate approximately $25 million in annualized revenues for GEO.
George C. Zoley, GEO’s Executive Chairman, said, “Our GTI transportation division has a long-standing record providing secure transportation services for our government agency partners across the United States. The award of this new five-year contract to provide air operations support services on behalf of ICE is a testament to GTI’s service delivery and safety record since its founding in 2007. We look forward to continuing to work with CSI Aviation as we jointly deliver high-quality services under this important contract.”
About The GEO Group
The GEO Group, Inc. (NYSE: GEO) is a leading diversified government service provider, specializing in design, financing, development, and support services for secure facilities, processing centers, and community reentry centers in the United States, Australia, South Africa, and the United Kingdom. GEO’s diversified services include enhanced in-custody rehabilitation and post-release support through the award-winning GEO Continuum of Care®, secure transportation, electronic monitoring, community-based programs, and correctional health and mental health care. GEO’s worldwide operations include the ownership and/or delivery of support services for 100 facilities totaling approximately 81,000 beds, including idle facilities and projects under development, with a workforce of up to approximately 18,000 employees.
Use of forward-looking statements
This news release may contain “forward-looking statements” within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended, and the U.S. Private Securities Litigation Reform Act of 1995. Readers are cautioned not to place undue reliance on these forward-looking statements and any such forward-looking statements are qualified in their entirety by reference to the following cautionary statements. All forward-looking statements speak only as of the date of this news release and are based on current expectations and involve a number of assumptions, risks and uncertainties that could cause the actual results to differ materially from such forward-looking statements, including statements regarding GTI’s five-year contract to provide air operations support services on behalf of ICE, as a subcontractor to CSI Aviation. Risks and uncertainties that could cause actual results to vary from current expectations and forward-looking statements contained in this press release include, but are not limited to, risk factors contained in GEO’s filings with the U.S. Securities and Exchange Commission, including its Form 10-K, 10-Q and 8-K reports. GEO disclaims any obligation to update or revise any forward-looking statements.
PONTE VEDRA, Fla., March 11, 2024 — Cadrenal Therapeutics, Inc., (Nasdaq: CVKD), a biopharmaceutical company developing tecarfarin, a late-stage novel oral and reversible anticoagulant (blood thinner) designed to prevent heart attacks, strokes and deaths due to blood clots in patients with rare cardiovascular conditions, today provided a corporate update in connection with the filing of its Annual Report on Form 10-K for the year ended December 31, 2023.
Recent Highlights
Expanded focus for tecarfarin development beyond end-stage kidney disease (ESKD) with atrial fibrillation (AFib), to include patients with implanted medical devices such as left ventricular assist devices (LVADs) for heart failure as well as for the treatment of patients with antiphospholipid syndrome (APS) who require chronic anticoagulation. These two new potential rare medical conditions increase the total addressable market for tecarfarin in excess of $2 billion in the U.S. annually.
Engaged The Sage Group to assist the company in exploring strategic partnerships, co-development, and licensing agreements for tecarfarin.
Appointed Jeff Cole to the newly created position of Chief Operating Officer, responsible for the Company’s manufacturing and supply chain operations, intellectual property, commercialization strategies, and supporting partnering activities for tecarfarin.
Engaged pharmaceutical contract development and manufacturing organizations (CDMOs) to supply active pharmaceutical ingredients (API) and clinical trial materials.
Highlighted recent peer-reviewed article in the Journal of the American College of Cardiology (JACC) titled, “When Direct Oral Anticoagulants Should Not Be Standard Treatment” by Antoine Bejjani, MD, et.al examined the numerous medical conditions where direct oral anticoagulants (DOACs), such as Eliquis, Xarelto, Pradaxa, and Savaysa, should not be prescribed.
The article is consistent with the evolving evidence documenting the need for improved VKA-based anticoagulant therapy. Tecarfarin is the only new molecular entity (NME) that has been developed specifically to address this need.
Cash used in operating activities totaled $694,000 during Q4 2023.
As of December 31, 2023, cash balances were $8.5 million.
Recent Reports and Presentations
Noble Capital Markets initiated equity research coverage on the Company with an “Outperform” rating and a price target of US$4.00 per share. The full report by Noble Capital Markets Senior Life Sciences Analyst Robert LeBoyer can be obtained from https://www.channelchek.com/research-reports/26351.
Douglas Losordo, M.D., Chief Medical Officer of Cadrenal, participated in a fireside chat moderated by Joe Pantginis, Ph.D., Managing Director of Research at H.C. Wainwright & Co., at the Lytham Partners 2024 Investor Select Conference. The webcast can be accessed HERE.
Company presented at Biotech Showcase™ 2024, alongside the J.P. Morgan 42nd Annual Healthcare Conference.
Participated in the Technology and Heart Failure Therapeutics Conference (THT 2024), which is produced by the Cardiovascular Research Foundation (CRF).
Quang Pham, Founder, Chairman and Chief Executive Officer of Cadrenal Therapeutics, commented, “We believe there is a significant unmet need and market opportunity for tecarfarin in patients with rare cardiovascular conditions requiring chronic anticoagulation. Specifically, there is a lack of approved anticoagulation therapies for patients with left ventricular assist devices (LVADs), patients with end-stage kidney disease (ESKD) and atrial fibrillation (AFib), and patients with thrombotic anti-phospholipid syndrome (APS).”
“During the past year, an increasing number of industry articles and presentations have concurred with our positioning, which we believe enhances our opportunity from both a regulatory and commercial perspective. We have enhanced our intellectual property protection through the application and receipt of orphan drug designations, which provides for 7 years of market exclusivity, engaged industry leaders to explore strategic partnerships, co-development and licensing agreements for tecarfarin, and have expanded our manufacturing and supply chain capabilities in preparation of an expected pivotal trial. These activities pave the way for what we believe will be an exciting year for Cadrenal.”
ABOUT CADRENAL THERAPEUTICS, INC.
Cadrenal Therapeutics is developing tecarfarin for unmet needs in anticoagulation therapy. Tecarfarin is a late-stage novel oral and reversible anticoagulant (blood thinner) to prevent heart attacks, strokes, and deaths due to blood clots in patients with rare cardiovascular conditions. Tecarfarin has orphan drug and fast track designations from the FDA for the prevention of systemic thromboembolism (blood clots) of cardiac origin in patients with end-stage kidney disease (ESKD) and atrial fibrillation (AFib). Cadrenal is also pursuing additional regulatory strategies for unmet needs in anticoagulation therapy for patients with left ventricular assist devices (LVADs) and those with thrombotic antiphospholipid syndrome (APS). Tecarfarin is specifically designed to leverage a different metabolism pathway than the oldest and most commonly prescribed Vitamin K Antagonist (warfarin). Tecarfarin has been evaluated in eleven (11) human clinical trials and more than 1,000 individuals. In Phase 1, Phase 2, and Phase 2/3 clinical trials, tecarfarin has generally been well-tolerated in both healthy adult subjects and patients with chronic kidney disease. For more information, please visit: www.cadrenal.com.
Safe Harbor Statement
Any statements contained in this press release about future expectations, plans, and prospects, as well as any other statements regarding matters that are not historical facts, may constitute “forward-looking statements.” These statements include statements regarding the two new potential rare medical conditions increasing the total addressable market for tecarfarin to in excess of $2 billion in the U.S. annually, exploring strategic partnerships, co-development, and licensing agreements for tecarfarin, there being a significant unmet need and market opportunity for tecarfarin in patients with rare cardiovascular conditions requiring chronic anticoagulation, the increasing number of industry articles and presentations having concurred with the Company’s positioning, enhancing the Company’s opportunity from both a regulatory and commercial perspective, engaging industry leaders to explore strategic partnerships, co-development and licensing agreements for tecarfarin, 2024 being an exciting year . The words “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “plan,” “potential,” “predict,” “project,” “should,” “target,” “will,” “would” and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words. Actual results may differ materially from those indicated by such forward-looking statements as a result of various important factors, the ability to enter into strategic partnerships, the ability to treat patients with rare cardiovascular conditions requiring chronic anticoagulation with tecarfarin, the ability to enhance the Company’s opportunity from both a regulatory and commercial perspective and the other risk factors described in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023, and the Company’s subsequent filings with the SEC, including subsequent periodic reports on Quarterly Reports on Form 10-Q and Current Reports on Form 8-K. Any forward-looking statements contained in this press release speak only as of the date hereof and, except as required by federal securities laws, the Company specifically disclaims any obligation to update any forward-looking statement, whether as a result of new information, future events, or otherwise.
For more information, please contact:
Cadrenal Therapeutics: Matthew Szot, CFO 858-337-0766 [email protected]
ATLANTA, March 11, 2024 (GLOBE NEWSWIRE) — Bitcoin Depot Inc. (“Bitcoin Depot” or the “Company”), a U.S.-based Bitcoin ATM operator and leading fintech company, will hold a conference call and live audio webcast on Monday, March 25th at 11:00 a.m. Eastern time (8:00 a.m. Pacific Time) to discuss its financial results for the fourth quarter ended December 31, 2023. Bitcoin Depot plans to release results before the market open on the same day.
Call Date: Monday, March 25, 2024 Time: 11:00 a.m. Eastern time (8:00 a.m. Pacific time) U.S. dial-in: 646-307-1963 International dial-in: 800-715-9871 Conference ID: 2505953
The conference call will broadcast live and be available for replay here following the call.
Please call the conference telephone number approximately 10 minutes before the start time. An operator will register your name and organization. If you have any difficulty connecting with the conference call, please contact Bitcoin Depot’s investor relations team at 1-949-574-3860.
A replay of the call will be available beginning after 3:00 p.m. Eastern time on March 25, 2024 through April 1, 2024.
U.S. replay number: 609-800-9909 International replay number: 800-770-2030 Conference ID: 2505953
About Bitcoin Depot Bitcoin Depot Inc. (Nasdaq: BTM) was founded in 2016 with the mission to connect those who prefer to use cash to the broader, digital financial system. Bitcoin Depot provides its users with simple, efficient and intuitive means of converting cash into Bitcoin, which users can deploy in the payments, spending and investing space. Users can convert cash to bitcoin at Bitcoin Depot kiosks in 48 states and at thousands of name-brand retail locations in 29 states through its BDCheckout product. The Company has the largest market share in North America with approximately 6,400 kiosk locations as of September 30, 2023. Learn more at www.bitcoindepot.com.
Contacts:
Investors Cody Slach, Alex Kovtun Gateway Group, Inc. 949-574-3860 [email protected]
Media Zach Kadletz, Brenlyn Motlagh, Ryan Deloney Gateway Group, Inc. 949-574-3860 [email protected]
Phase 3 RESILIENT study of Tonmya met its primary endpoint of daily pain reduction (p=0.00005) and achieved statistically significant improvement on all six key pre-specified secondary endpoints with effect sizes on sleep, fatigue, FIQ-R symptoms and FIQ-R function ranging from 0.3 to 0.5
Cognitive dysfunction, or “brain fog,” nominally improved on FIQ-R memory item (p=0.001) where the patients rated their level of memory problems
NDA submission expected in the second half of 2024 following pre-NDA meeting with FDA scheduled for the second quarter of 2024
CHATHAM, N.J., March 11, 2024 (GLOBE NEWSWIRE) — Tonix Pharmaceuticals Holding Corp. (Nasdaq: TNXP) (Tonix or the Company), a biopharmaceutical company with marketed products and a pipeline of development candidates, today announced the presentation of additional efficacy data from RESILIENT, the second positive Phase 3 study evaluating Tonmya (also known as TNX-102 SL, cyclobenzaprine HCl sublingual tablets) for the management of fibromyalgia, at the 6th International Congress on Controversies in Fibromyalgia in Brussels, Belgium, March 7-8, 2024.
In presenting more detailed data from the RESILIENT study, Seth Lederman, M.D., President and Chief Executive Officer of Tonix Pharmaceuticals, said, “We previously reported statistically significant and clinically meaningful results in all six key secondary endpoints related to improving sleep quality, reducing fatigue, and improving overall fibromyalgia symptoms and function. We now report that the effect sizes of the five continuous key secondary outcomes measures ranged from 0.3 to 0.5. The results also showed that Tonmya treatment resulted in an improvement in cognitive dysfunction, or ‘brain fog’, measured by the change in the Fibromyalgia Impact Questionnaire-Revised (FIQ-R) memory item. The FIQ-R cognitive item showed nominal improvement in Tonmya-treated patients vs placebo-treated patients with a p=0.001 and effect size of 0.31. Together, we believe the activity of Tonmya on pain, sleep quality, fatigue and brain fog are indicative of broad-spectrum activity of Tonmya and suggest that Tonmya treats fibromyalgia at a syndromal level.”
As previously announced, RESILIENT met its pre-specified primary endpoint, significantly reducing daily pain compared to placebo (p=0.00005) in participants with fibromyalgia. RELIEF, the first Phase 3 trial of Tonmya 5.6 mg in fibromyalgia, was completed in December 2020. It also met its pre-specified primary endpoint of daily pain reduction compared to placebo (p=0.010). Tonix plans to submit a New Drug Application (NDA) to the U.S. Food and Drug Administration (FDA) in the second half of 2024 and has scheduled a pre-NDA meeting with FDA in the second quarter of 2024.
Tonmya was not associated with increases in systolic or diastolic blood pressure or body weight, nor were there any reported sexual side effects in the RESILIENT trial. In addition, when systematically investigated using the Changes in Sexual Functioning Questionnaire short form (CSFQ-14), women who received study drug had a higher CSFQ-14 total score relative to those who received placebo, which is consistent with improved sexual function.
Dr. Gregory Sullivan, Chief Medical Officer of Tonix Pharmaceuticals said, “These are important tolerability factors for fibromyalgia patients on long-term treatment with the three FDA-approved drugs, since weight gain and fatigue are associated with gabapentinoids, and negative sexual side effects, increased blood pressure and insomnia are associated with SNRIs.”
Dr. Lederman added, “We believe that the data from our two positive Phase 3 studies, with clinically meaningful separation from placebo on pain, sleep disturbance, and fatigue, supports the conclusion that fibromyalgia may be successfully treated with Tonmya 5.6 mg, and may provide the opportunity for Tonix to launch the first FDA-approved drug for fibromyalgia in more than a decade. We are excited to bring forward a new first-line treatment to fibromyalgia patients that offers broad symptom relief with favorable tolerability attributes for chronic use and adherence, which provides hope for the 6-12 million affected adults in the U.S.”
Dr. Sullivan added, “We believe that these broad-spectrum efficacy results will be important to fibromyalgia patients who struggle not only with pain, but also multiple other symptoms. We also believe the favorable tolerability and side effect profiles will be important to patients and doctors managing this debilitating condition on a long-term basis.”
About the Phase 3 RESILIENT Study
The RESILIENT study is a double-blind, randomized, placebo-controlled trial designed to evaluate the efficacy and safety of Tonmya (cyclobenzaprine HCl sublingual tablets) in the management of fibromyalgia. The two-arm trial randomized 457 participants in the U.S. across 33 sites. The first two weeks of treatment consist of a run-in period in which participants start on Tonmya 2.8 mg (1 tablet) or placebo. Thereafter, all participants increase their dose to Tonmya 5.6 mg (2 x 2.8 mg tablets) or two placebo tablets for the remaining 12 weeks. The primary endpoint is the daily diary pain severity score change (Tonmya 5.6 mg vs. placebo) from baseline to Week 14 (using the weekly averages of the daily numerical rating scale scores), analyzed by mixed model repeated measures with multiple imputation. The results showed that Tonmya treatment resulted in an improvement in cognitive dysfunction or ‘brain fog’ measured by the change in the FIQ-R memory item. The FIQ-R cognition item showed improvement in Tonmya treated patients vs placebo treated patients (LS mean (SE) difference of −0.8 (0.23); nominal p=0.001; effect size 0.31, no correction for multiple comparisons, mixed model repeated measures analysis). The Cohen’s d effect sizes (ESs) of the five continuous key secondary outcomes measures were: Fibromyalgia Impact Questionnaire-Revised (FIQ-R) – Symptoms domain ES = 0.44, FIQ-R-Function ES =0.30, PROMIS sleep disturbance ES =0.50, PROMIS Fatigue ES = 0.37 and Daily Sleep quality rating ES = 0.32. The most common adverse events were local administration site reactions that were transient and self-limited.
For more information, see ClinicalTrials.gov Identifier: NCT05273749.
About Fibromyalgia
Fibromyalgia is a chronic pain disorder that is understood to result from amplified sensory and pain signaling within the central nervous system. Fibromyalgia afflicts an estimated 6 million to 12 million adults in the U.S., the majority of whom are women. Symptoms of fibromyalgia include chronic widespread pain, nonrestorative sleep, fatigue, and morning stiffness. Other associated symptoms include cognitive dysfunction and mood disturbances, including anxiety and depression. Individuals suffering from fibromyalgia struggle with their daily activities, have impaired quality of life, and frequently are disabled. Physicians and patients report common dissatisfaction with currently marketed products.
About Tonmya* (also known as TNX-102 SL)
Tonmya is a centrally acting, non-opioid, non-addictive, bedtime medication. The tablet is a patented sublingual formulation of cyclobenzaprine hydrochloride developed for the management of fibromyalgia. In December 2023, the company announced highly statistically significant and clinically meaningful topline results in RESILIENT, a second positive Phase 3 clinical trial of Tonmya for the management of fibromyalgia. In the study, Tonmya met its pre-specified primary endpoint, significantly reducing daily pain compared to placebo (p=0.00005) in participants with fibromyalgia. Statistically significant and clinically meaningful results were also seen in all key secondary endpoints related to improving sleep quality, reducing fatigue and improving overall fibromyalgia symptoms and function. RELIEF, the first positive Phase 3 trial of Tonmya in fibromyalgia, was completed in December 2020. It met its pre-specified primary endpoint of daily pain reduction compared to placebo (p=0.010) and showed activity in key secondary endpoints.
*Tonmya™ is conditionally accepted by the U.S. Food and Drug Administration as the tradename for TNX-102 SL for the management of fibromyalgia. Tonmya has not been approved for any indication.
Tonix Pharmaceuticals Holding Corp.*
Tonix is a biopharmaceutical company focused on developing, licensing and commercializing therapeutics to treat and prevent human disease and alleviate suffering. Tonix’s development portfolio is focused on central nervous system (CNS) disorders. Tonix’s priority is to submit a New Drug Application (NDA) to the FDA in the second half of 2024 for Tonmya, a product candidate for which two positive Phase 3 studies have been completed for the management of fibromyalgia. TNX-102 SL is also being developed to treat acute stress reaction as well as fibromyalgia-type Long COVID. Tonix’s CNS portfolio includes TNX-1300 (cocaine esterase) a biologic designed to treat cocaine intoxication with Breakthrough Therapy designation. Tonix’s immunology development portfolio consists of biologics to address organ transplant rejection, autoimmunity and cancer, including TNX-1500, which is a humanized monoclonal antibody targeting CD40-ligand (CD40L or CD154) being developed for the prevention of allograft rejection and for the treatment of autoimmune diseases. Tonix also has product candidates in development in the areas of rare disease and infectious disease. Tonix Medicines, our commercial subsidiary, markets Zembrace® SymTouch® (sumatriptan injection) 3 mg and Tosymra® (sumatriptan nasal spray) 10 mg for the treatment of acute migraine with or without aura in adults.
*Tonix’s product development candidates are investigational new drugs or biologics and have not been approved for any indication.
Zembrace SymTouch and Tosymra are registered trademarks of Tonix Medicines. All other marks are property of their respective owners.
This press release and further information about Tonix can be found at www.tonixpharma.com
Forward Looking Statements
Certain statements in this press release are forward-looking within the meaning of the Private Securities Litigation Reform Act of 1995. These statements may be identified by the use of forward-looking words such as “anticipate,” “believe,” “forecast,” “estimate,” “expect,” and “intend,” among others. These forward-looking statements are based on Tonix’s current expectations and actual results could differ materially. There are a number of factors that could cause actual events to differ materially from those indicated by such forward-looking statements. These factors include, but are not limited to, risks related to the failure to obtain FDA clearances or approvals and noncompliance with FDA regulations; risks related to the failure to successfully market any of our products; risks related to the timing and progress of clinical development of our product candidates; our need for additional financing; uncertainties of patent protection and litigation; uncertainties of government or third party payor reimbursement; limited research and development efforts and dependence upon third parties; and substantial competition. As with any pharmaceutical under development, there are significant risks in the development, regulatory approval and commercialization of new products. Tonix does not undertake an obligation to update or revise any forward-looking statement. Investors should read the risk factors set forth in the Annual Report on Form 10-K for the year ended December 31, 2022, as filed with the Securities and Exchange Commission (the “SEC”) on March 13, 2023, and periodic reports filed with the SEC on or after the date thereof. All of Tonix’s forward-looking statements are expressly qualified by all such risk factors and other cautionary statements. The information set forth herein speaks only as of the date thereof.
Will reduce term loan balance, reduce cash interest, and strengthen balance sheet
CHARLOTTE, N.C., March 08, 2024 (GLOBE NEWSWIRE) — NN, Inc. (NASDAQ: NNBR), a global diversified industrial company that engineers and manufactures high-precision components and assemblies, today announced that on March 5, 2024, it entered into a Purchase and Sale and Escrow Agreement to sell and lease back three facilities, for an aggregate purchase price of a $16.8 million that is expected to close on or around March 15, 2024 with no impact to EBITDA. The net proceeds from the transaction will be used to repay a portion of the outstanding balance under the company’s term loan, lowering ongoing cash interest expenses. In addition, the company has reduced its corporate headquarters footprint by approximately two-thirds through a separate sublease transaction, lowering ongoing operating costs.
“These actions mark another strong step forward in the execution of our transformation plan and helps us further strengthen and strategically de-risk our balance sheet,” said Mike Felcher, Senior Vice President and Chief Financial Officer of NN, Inc. “We are taking actions in line with a multi-step 2024 plan to reduce our cost of capital, and to position ourselves for future refinancing when market conditions are favorable. Combined with our continued efforts to drive consistent free cash flow generation through our operations, this is as an important strategic pillar as we align our capital resources for a stronger, more focused long-term growth program.”
NN will continue to operate at these facilities. There will be no impact to NN employees or customers.
About NN, Inc. NN, Inc., a global diversified industrial company, combines advanced engineering and production capabilities with in-depth materials science expertise to design and manufacture high-precision components and assemblies for a variety of markets on a global basis. Headquartered in Charlotte, North Carolina, NN has facilities in North America, Europe, South America, and Asia. For more information about the company and its products, please visit www.nninc.com.
FORWARD-LOOKING STATEMENTS Except for specific historical information, many of the matters discussed in this press release may express or imply projections of revenues or expenditures, statements of plans and objectives or future operations or statements of future economic performance. These statements may discuss goals, intentions and expectations as to future trends, plans, events, results of operations or financial condition, or state other information relating to NN, Inc. (the “Company”) based on current beliefs of management as well as assumptions made by, and information currently available to, management. Forward-looking statements generally will be accompanied by words such as “anticipate,” “believe,” “could,” “estimate,” “expect,” “forecast,” “guidance,” “intend,” “may,” “possible,” “potential,” “predict,” “project” or other similar words, phrases or expressions. Forward-looking statements involve a number of risks and uncertainties that are outside of management’s control and that may cause actual results to be materially different from such forward-looking statements. Such factors include, among others, general economic conditions and economic conditions in the industrial sector; the impacts of pandemics, epidemics, disease outbreaks and other public health crises, on our financial condition, business operations and liquidity; competitive influences; risks that current customers will commence or increase captive production; risks of capacity underutilization; quality issues; material changes in the costs and availability of raw materials; economic, social, political and geopolitical instability, military conflict, currency fluctuation, and other risks of doing business outside of the United States; inflationary pressures and changes in the cost or availability of materials, supply chain shortages and disruptions, the availability of labor and labor disruptions along the supply chain; our dependence on certain major customers, some of whom are not parties to long-term agreements (and/or are terminable on short notice); the impact of acquisitions and divestitures, as well as expansion of end markets and product offerings; our ability to hire or retain key personnel; the level of our indebtedness; the restrictions contained in our debt agreements; our ability to obtain financing at favorable rates, if at all, and to refinance existing debt as it matures; new laws and governmental regulations; the impact of climate change on our operations; and cyber liability or potential liability for breaches of our or our service providers’ information technology systems or business operations disruptions. The foregoing factors should not be construed as exhaustive and should be read in conjunction with the sections entitled “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” included in the Company’s filings made with the Securities and Exchange Commission. Any forward-looking statement speaks only as of the date of this press release, and the Company undertakes no obligation to publicly update or review any forward-looking statement, whether as a result of new information, future developments or otherwise, except as required by law. New risks and uncertainties may emerge from time to time, and it is not possible for the Company to predict their occurrence or how they will affect the Company. The Company qualifies all forward-looking statements by these cautionary statements.
Investor & Media Contacts: Joseph Caminiti, CFA, or Stephen Poe, Investors Tim Peters or Emma Brandeis, Media [email protected] +1 312 445 2870
Translational science to characterize pathways impacted by rigosertib may help to guide future clinical studies and combination treatment regimen for difficult-to-treat cancers
NEWTOWN, Pa., March 08, 2024 (GLOBE NEWSWIRE) — Onconova Therapeutics, Inc. (NASDAQ: ONTX), (“Onconova” or “the Company”), a clinical-stage biopharmaceutical company focused on discovering and developing novel products for patients with cancer, today announced that the Company will present an abstract related to preclinical studies conducted by the Company and its collaborators to further characterize the mechanism of rigosertib at the American Association for Cancer Research Annual Meeting 2024 (AACR 2024), taking place April 5-10, 2024 in San Diego, CA.
“The ability to impact multiple targets is an important characteristic of Onconova’s two lead clinical programs, rigosertib and narazaciclib. We are pleased to present new preclinical studies that explore the molecular targets for rigosertib, in clinical development through a series of investigator initiated studies (IIS),” commented Steven Fruchtman, M.D., President and Chief Executive Officer of Onconova. “The studies provide additional prospective on the main cellular pathways impacted by rigosertib, including RAS-MAPK signaling and reactive oxygen species (ROS)-related proteins. In addition, the studies highlight rigosertib’s impact on the tumor microenvironment through the activation of inflammation–related targets, such as an NLRP3. We hope to apply this translational science to help guide the clinical program to enable the potential use of rigosertib in difficult-to-treat cancers.”
Poster Information:
Poster Title:
Rigosertib promotes anti-tumor activity of cancer cells via CETSA revealed novel targets and activates NLRP3-dependent inflammatory responses (2033/16)
Session:
Microenvironment, Immunity, and DNA Repair in Therapeutic Response (PO.ET05.02)
Date/Time:
Monday, April 8 9:00a-12:30p PT
Brief Overview: Onconova and its collaborators conducted a series of biochemistry and molecular and cell biology assays to study rigosertib’s molecular and inflammation-based targets. The team used a specialized mass spectrometry assay (a Cellular Thermal shift Assay or CETSA-MS) as one of the tools to identify new targets which were then validated as novel targets of rigosertib.
Conclusions: This work identified a series of cellular and inflammatory targets that may be affected by rigosertib. In particular, the research highlighted target activity through RAS-MAPK signaling, ROS-mediation JNK activation, and tumor microenvironment reprogramming through NLRP3 activation, which may contribute to preclinical and clinical synergistic effects with checkpoint inhibitors. The identification of these targets and signaling pathways may be helpful in the design of clinical trials to address difficult-to-treat cancers.
About Onconova Therapeutics, Inc.
Onconova Therapeutics is a clinical-stage biopharmaceutical company focused on discovering and developing novel products for patients with cancer. The Company’s product candidates, narazaciclib and rigosertib, are proprietary targeted anti-cancer agents designed to disrupt specific cellular pathways that are important for cancer cell proliferation.
Narazaciclib, Onconova’s novel, multi-kinase inhibitor (formerly ON 123300), is being evaluated in a Phase 1/2 combination trial with the estrogen blocker letrozole, in advanced endometrial cancer (NCT05705505). Based on preclinical and clinical studies of CDK4/6 inhibitors, Onconova believes narazaciclib has broad potential and is also evaluating opportunities for combination studies with narazaciclib and letrozole in additional indications, including breast cancer, ovarian cancer, multiple myeloma, and mantle cell lymphoma.
Rigosertib is being studied through an IIS strategy to evaluate the product candidate in multiple indications, including a dose-escalation and expansion Phase 1/2a study of oral rigosertib in combination with nivolumab in patients with KRAS+ non-small cell lung cancer (NCT04263090), a Phase 2 program evaluating oral or IV rigosertib monotherapy in advanced squamous cell carcinoma complicating recessive dystrophic epidermolysis bullosa (RDEB-associated SCC) (NCT03786237, NCT04177498), and a Phase 2 trial evaluating rigosertib in combination with pembrolizumab in patients with metastatic melanoma (NCT05764395).
Some of the statements in this release are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, Section 21E of the Securities Exchange Act of 1934, as amended, and the Private Securities Litigation Reform Act of 1995, and involve risks and uncertainties. These statements relate to Onconova’s expectations regarding its clinical development and trials, its product candidates, its business and financial position including the potential to initiate IISs in metastatic breast cancer and relapsed/refractory multiple myeloma, and initiate enrollment in H2 2024 and potential that the results will provide data on new treatment options for patients with metastatic breast cancer and relapsed/refractory multiple myeloma. Onconova has attempted to identify forward-looking statements by terminology including “believes,” “estimates,” “anticipates,” “expects,” “plans,” “intends,” “may,” “could,” “might,” “will,” “should,” “preliminary,” “encouraging,” “approximately” or other words that convey uncertainty of future events or outcomes. Although Onconova believes that the expectations reflected in such forward-looking statements are reasonable as of the date made, expectations may prove to have been materially different from the results expressed or implied by such forward looking statements. These statements are only predictions and involve known and unknown risks, uncertainties, and other factors, including the success and timing of Onconova’s clinical trials, investigator-initiated trials and regulatory agency and institutional review board approvals of protocols, Onconova’s collaborations, market conditions and those discussed under the heading “Risk Factors” in Onconova’s most recent Annual Report on Form 10-K and quarterly reports on Form 10-Q. Any forward-looking statements contained in this release speak only as of its date. Onconova undertakes no obligation to update any forward-looking statements contained in this release to reflect events or circumstances occurring after its date or to reflect the occurrence of unanticipated events.
LOS ANGELES, March 07, 2024 (GLOBE NEWSWIRE) — FAT (Fresh. Authentic. Tasty.) Brands Inc. (NASDAQ: FAT) (“FAT Brands” or the “Company”) today reported fiscal fourth quarter and full fiscal year 2023 financial results for the fiscal year ended December 31, 2023.
“With the acquisition of Smokey Bones early in the fourth quarter, we have grown the FAT Brands portfolio to 18 iconic restaurant brands with annualized system wide sales of $2.5 billion,” said Andy Wiederhorn, Chairman of FAT Brands. “We opened 125 restaurants in 2023, including 29 in the fourth quarter. We are seeing strong franchisee interest in development opportunities, having signed more than 225 development agreements in 2023, bringing our total pipeline to 1,100 units. This represents the potential for over 50% EBITDA growth over the next several years.”
Ken Kuick, Co-Chief Executive Officer of FAT Brands, commented, “While franchise interest remains high across all of our brands, we continue to be focused on the expansion of Twin Peaks. This year we opened 14 new lodges and ended the year with 109 lodges, a 33% increase since acquiring the brand in 2021. Our growth pipeline includes 113 lodges and Smokey Bones’ healthy real estate portfolio provides us with the opportunity to convert locations into Twin Peaks lodges, with the potential to significantly accelerate the growth of the brand.”
Rob Rosen, Co-Chief Executive Officer of FAT Brands, concluded, “We believe there are significant opportunities on the horizon for FAT Brands. Our seasoned leadership and strong brand management platform allow us to efficiently integrate new brands while maintaining a healthy and evolving pipeline for organic growth. These strengths position us for continued growth in the future, which will help deleverage our balance sheet.”
Fiscal Fourth Quarter 2023 Highlights
Total revenue improved 52.8% to $158.6 million compared to $103.8 million in the fourth quarter of 2022
System-wide sales growth of 16.5% in the fiscal fourth quarter of 2023 compared to the prior year fiscal quarter
System-wide same-store sales declined 0.6% in the fiscal fourth quarter of 2023 compared to the prior fiscal year
29 new store openings during the fiscal fourth quarter of 2023
Loss from operations of $3.1 million compared to $32.6 million in the fiscal fourth quarter of 2022
Net loss of $26.2 million, or $1.68 per diluted share, compared to $70.8 million, or $4.39 per diluted share, in the fiscal fourth quarter of 2022
Adjusted EBITDA(1) of $27.0 million compared to $19.6 million in the fiscal fourth quarter of 2022
Adjusted net loss(1) of $17.3 million, or $1.15 per diluted share, compared to $43.0 million, or $2.70 per diluted share, in the fiscal fourth quarter of 2022
Fiscal Year 2023 Highlights
Total revenue increased 18.0% to $480.5 million compared to $407.2 million in fiscal 2022
System-wide sales growth of 6.9% compared to fiscal 2022
System-wide same-store sales growth of 0.8% in fiscal 2023 compared to fiscal 2022
125 new store openings during fiscal 2023
Income from operations of $22.3 million compared to loss from operations of $17.9 million in the fiscal quarter of 2022
Net loss of $90.1 million, or $5.85 per diluted share, compared to $126.2 million, or $8.06 per diluted share, in fiscal 2022
Adjusted EBITDA(1) of $91.2 million compared to $88.8 million in fiscal 2022
Adjusted net loss(1) of $56.5 million, or $3.83 per diluted share, compared to $80.9 million, or $5.32 per diluted share, in fiscal 2022
(1) EBITDA, adjusted EBITDA and adjusted net loss are non-GAAP measures defined below, under “Non-GAAP Measures”. Reconciliation of GAAP net loss to EBITDA, adjusted EBITDA and adjusted net loss are included in the accompanying financial tables.
Summary of Fourth Quarter 2023 Financial Results
Total revenue increased $54.8 million, or 52.8%, in the fiscal fourth quarter of 2023, to $158.6 million compared to $103.8 million in the same fiscal period of 2022, driven by a 10.4% increase in royalties, an 80.5% increase in company-owned restaurant revenues driven by new restaurant openings and the acquisition of Smokey Bones during the fourth quarter of 2023 and a 10.0% increase in revenues from our manufacturing facility.
Costs and expenses consist of general and administrative expense, cost of restaurant and factory revenues, depreciation and amortization, refranchising net losses and advertising fees. Costs and expenses increased $25.4 million, or 18.6%, in the fiscal fourth quarter of 2023 to $161.8 million compared to $136.4 million in the same fiscal period in the prior fiscal year.
General and administrative expense decreased $8.8 million, or 22.6%, in the fiscal fourth quarter of 2023 compared to the same fiscal period in the prior fiscal year, primarily due to a $16.6 million non-cash reserve on claimed Employee Retention Credits recorded during the fourth quarter of 2022 and the recognition of $3.4 million related to Employee Retention Credits during the fiscal fourth quarter of 2023, partially offset by the acquisition of Smokey Bones in the fourth quarter of 2023 and higher professional fees related to certain litigation matters.
Cost of restaurant and factory revenues was related to the operations of the company-owned restaurant locations and our dough factory and increased $43.4 million, or 70.3%, in the fiscal fourth quarter of 2023 to $105.1 million, compared to the prior year quarter, primarily due to the acquisition of Smokey Bones in the fourth quarter of 2023.
Depreciation and amortization increased $3.0 million, or 42.9% in the fiscal fourth quarter of 2023 compared to the same fiscal period in the prior fiscal year, primarily due to the acquisition of Smokey Bones in the fourth quarter of 2023 and depreciation of new property and equipment at company-owned restaurant locations.
Refranchising losses in the fiscal fourth quarter of 2023 and 2022 were $2.1 million and $3.1 million, respectively, and were comprised of restaurant costs and expenses, net of food sales.
Advertising expenses increased $2.2 million in the fiscal fourth quarter of 2023 compared to the prior fiscal year period. These expenses vary in relation to advertising revenues.
Total other expense, net for the fiscal fourth quarters of 2023 and 2022 was $31.9 million and $24.2 million, respectively, primarily comprised of net interest expense of $33.3 million and $25.6 million, respectively.
Adjusted net loss was $17.3 million, or $1.15 per diluted share, in the fiscal fourth quarter of 2023 compared to $43.0 million, or $2.70 per diluted share, in the fiscal fourth quarter of 2022.
Key Financial Definitions
New store openings – The number of new store openings reflects the number of stores opened during a particular reporting period. The total number of new stores per reporting period and the timing of stores openings has, and will continue to have, an impact on our results.
Same-store sales growth – Same-store sales growth reflects the change in year-over-year sales for the comparable store base, which we define as the number of stores open and in the FAT Brands system for at least one full fiscal year. For stores that were temporarily closed, sales in the current and prior period are adjusted accordingly. Given our focused marketing efforts and public excitement surrounding each opening, new stores often experience an initial start-up period with considerably higher than average sales volumes, which subsequently decrease to stabilized levels after three to six months. Additionally, when we acquire a brand, it may take several months to integrate fully each location of said brand into the FAT Brands platform. Thus, we do not include stores in the comparable base until they have been open and in the FAT Brands system for at least one full fiscal year.
System-wide sales growth – System wide sales growth reflects the percentage change in sales in any given fiscal period compared to the prior fiscal period for all stores in that brand only when the brand is owned by FAT Brands. Because of acquisitions, new store openings and store closures, the stores open throughout both fiscal periods being compared may be different from period to period.
Conference Call and Webcast
FAT Brands will host a conference call and webcast to discuss its fiscal fourth quarter 2023 financial results today at 5:00 PM ET. Hosting the conference call and webcast will be Andy Wiederhorn, Chairman of the Board, and Ken Kuick, Co-Chief Executive Officer and Chief Financial Officer.
The conference call can be accessed live over the phone by dialing 1-844-826-3035 from the U.S. or 1-412-317-5195 internationally. A replay will be available after the call until Thursday, March 28, 2024, and can be accessed by dialing 1-844-512-2921 from the U.S. or 1-412-317-6671 internationally. The passcode is 10186678. The webcast will be available at www.fatbrands.com under the “Investors” section and will be archived on the site shortly after the call has concluded.
About FAT (Fresh. Authentic. Tasty.) Brands
FAT Brands (NASDAQ: FAT) is a leading global franchising company that strategically acquires, markets, and develops fast casual, quick-service, casual dining, and polished casual dining concepts around the world. The Company currently owns 18 restaurant brands: Round Table Pizza, Fatburger, Marble Slab Creamery, Johnny Rockets, Fazoli’s, Twin Peaks, Smokey Bones, Great American Cookies, Hot Dog on a Stick, Buffalo’s Cafe & Express, Hurricane Grill & Wings, Pretzelmaker, Elevation Burger, Native Grill & Wings, Yalla Mediterranean and Ponderosa and Bonanza Steakhouses and franchises and owns approximately 2,300 units worldwide. For more information, please visit www.fatbrands.com.
Forward-Looking Statements
This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including statements relating to the future financial and operating results of the Company, estimates of future EBITDA, the timing and performance of new store openings, future reductions in cost of capital and leverage ratio, our ability to conduct future accretive acquisitions and our pipeline of new store locations. Forward-looking statements generally use words such as “expect,” “foresee,” “anticipate,” “believe,” “project,” “should,” “estimate,” “will,” “plans,” “forecast,” and similar expressions, and reflect our expectations concerning the future. Forward-looking statements are subject to significant business, economic and competitive risks, uncertainties and contingencies, many of which are difficult to predict and beyond our control, which could cause our actual results to differ materially from the results expressed or implied in such forward-looking statements. We refer you to the documents that we file from time to time with the Securities and Exchange Commission, such as our reports on Form 10-K, Form 10-Q and Form 8-K, for a discussion of these and other risks and uncertainties that could cause our actual results to differ materially from our current expectations and from the forward-looking statements contained in this press release. We undertake no obligation to update any forward-looking statements to reflect events or circumstances occurring after the date of this press release.
Non-GAAP Measures (Unaudited)
This press release includes the non-GAAP financial measures of EBITDA, adjusted EBITDA and adjusted net loss.
EBITDA is defined as earnings before interest, taxes, and depreciation and amortization. We use the term EBITDA, as opposed to income from operations, as it is widely used by analysts, investors, and other interested parties to evaluate companies in our industry. We believe that EBITDA is an appropriate measure of operating performance because it eliminates the impact of expenses that do not relate to business performance. EBITDA is not a measure of our financial performance or liquidity that is determined in accordance with generally accepted accounting principles (“GAAP”), and should not be considered as an alternative to net loss as a measure of financial performance or cash flows from operations as measures of liquidity, or any other performance measure derived in accordance with GAAP.
Adjusted EBITDA is defined as EBITDA (as defined above), excluding expenses related to acquisitions, refranchising losses, impairment charges, and certain non-recurring or non-cash items that the Company does not believe directly reflect its core operations and may not be indicative of the Company’s recurring business operations.
Adjusted net loss is a supplemental measure of financial performance that is not required by or presented in accordance with GAAP. Adjusted net loss is defined as net loss plus the impact of adjustments and the tax effects of such adjustments. Adjusted net loss is presented because we believe it helps convey supplemental information to investors regarding our performance, excluding the impact of special items that affect the comparability of results in past quarters to expected results in future quarters. Adjusted net loss as presented may not be comparable to other similarly titled measures of other companies, and our presentation of adjusted net loss should not be construed as an inference that our future results will be unaffected by excluded or unusual items. Our management uses this non-GAAP financial measure to analyze changes in our underlying business from quarter to quarter based on comparable financial results.
Reconciliations of net loss presented in accordance with GAAP to EBITDA, adjusted EBITDA and adjusted net loss are set forth in the tables below.
BRENTWOOD, Tenn., March 07, 2024 (GLOBE NEWSWIRE) — CoreCivic, Inc. (NYSE: CXW) (the Company) announced today that, effective March 15, 2024, Catherine Hernandez-Blades and Alexander R. Fischer will be appointed as independent members of the Company’s Board of Directors, expanding the board from ten to twelve directors, ten of whom have been determined by the board to be independent. The company also announced today that Donna M. Alvarado, who has served on CoreCivic’s Board of Directors since 2003, will retire from the Board in accordance with the Company’s retirement policy after the company’s 2024 Annual Meeting of Shareholders, bringing the number of board members at that point to eleven, including nine independent members. Both Ms. Hernandez-Blades and Mr. Fischer are expected to join various board committees in the future.
“We are pleased to have Catherine and Alex join our Board of Directors,” said Damon Hininger, CoreCivic’s President and Chief Executive Officer. “Catherine brings decades of executive leadership experience in government relations, communications, and marketing in both the private and the public sectors. She has partnered with the Federal government through her work at SAIC, Raytheon and Lockheed Martin, and she has worked closely with government leaders at the state level as well. Catherine also provides community support as a board member at several non-profits. We are very excited to add her valuable perspective to CoreCivic’s board.”
Hininger added, “We’re equally excited about the addition of Alex Fischer to our board. Alex brings diverse business, government, and non-profit experience, including extensive work in corporate strategy and property development. Alex has deep knowledge of economic development from both his leadership of the Columbus Partnership and previously as Commissioner of Economic Development and Deputy Governor for the State of Tennessee. Alex’s strong board experience spans a publicly traded company as well as other private and non-profit entities.”
“As we welcome Catherine and Alex, I also want to express how grateful we are to Donna Alvarado for her 21 years of thoughtful stewardship as a CoreCivic board member,” Hininger continued. “Donna has been deeply engaged with CoreCivic and she’s provided valued and consistent counsel as we have navigated various opportunities over the past two decades.”
Ms. Hernandez-Blades, 56, formerly served as the senior brand marketing and communications executive at SAIC, Aflac, and Flex (formerly Flextronics), where she had responsibility for brand, reputation, crisis, and issues management, as well as environmental, social, and governance efforts. Previously, she held senior management positions at Raytheon and Lockheed Martin, as well as in government, including serving by gubernatorial appointment as the Executive Director of the Louisiana Seafood Promotion and Marketing Board. Ms. Hernandez-Blades serves as the U.S. representative on the Advisory Board of the World Communications Forum Association – Davos, and as a Trustee for the Institute of Public Relations, an industry think tank. She is a former Chair of the Board of Operation Homefront, The Seminar, and CASA New Orleans. She holds a bachelor’s degree in Mass Communications from the University of Louisiana, Lafayette, and is a Loyola University Environmental Communications Fellow.
Mr. Fischer, 56, is the founder of Alex R. Fischer and Company, which offers strategic advisory services on corporate strategy, real estate development and economic development, since 2021. He is also a Partner with The New Albany Company, the master developer for over 20,000 acres of mixed-use development. His prior roles include serving as President and CEO of the Columbus Partnership from 2009 to 2021 and undertaking various positions at Battelle Memorial Institute, including Senior Vice President for Business and Commercialization, from 2002 to 2009. Earlier, Mr. Fischer contributed his expertise as Commissioner of Economic Development, Deputy Governor, and Chief of Staff for the State of Tennessee between 1997 and 2002. Mr. Fischer is an active board member of Advanced Drainage Systems (NYSE: WMS), where he chairs the Nominating and Governance Committee and serves on the Audit Committee; Nationwide Children’s Hospital, where he previously served as Chair; White Oak Partners, as Chair; Andelyn Biosciences; and the Columbus Downtown Development Corporation, also as Chair. He previously served on the board of trustees for The Ohio State University. Mr. Fischer holds a bachelor’s degree in Economics and Public Administration and a master’s degree in Urban Planning and Economic Development, both from the University of Tennessee.
About CoreCivic CoreCivic is a diversified, government-solutions company with the scale and experience needed to solve tough government challenges in flexible, cost-effective ways. We provide a broad range of solutions to government partners that serve the public good through high-quality corrections and detention management, a network of residential and non-residential alternatives to incarceration to help address America’s recidivism crisis, and government real estate solutions. We are the nation’s largest owner of partnership correctional, detention and residential reentry facilities, and believe we are the largest private owner of real estate used by government agencies in the United States. We have been a flexible and dependable partner for government for 40 years. Our employees are driven by a deep sense of service, high standards of professionalism and a responsibility to help government better the public good. Learn more at www.corecivic.com.
Contact:
Investors: Michael Grant – Managing Director, Investor Relations – (615) 263-6957 Media: Steve Owen – Vice President, Communications – (615) 263-3107
STAMFORD, Conn. — Information Services Group (ISG) (Nasdaq: III), a leading global technology research and advisory firm, today announced the launch of ISG Tango™, a groundbreaking sourcing platform that digitizes all elements of ISG’s market-leading sourcing transactions business to better serve clients, improve transaction speed and efficiency and allow ISG to expand into other market segments.
Developed over the past year, the platform solution, available to enterprise buyers and service providers, draws on ISG’s unmatched data assets, intellectual property and proprietary tools, powered by AI to automate contracting and provide real-time predictive insights that streamline the entire transaction process and accelerate time to agreement.
“Speed, real-time transaction data, provider evaluations and other market insights are important to our clients as they navigate a more complex sourcing environment,” said Michael P. Connors, chairman and CEO of ISG. “ISG Tango delivers on all counts and strengthens our position as the industry’s sourcing advisor of choice.”
ISG is the world’s leading sourcing advisor and the industry pioneer. Working with the largest global companies (the G-2000), the firm supports more than half of advised sourcing transactions and influences more than $200 billion of global technology spend annually.
Connors said ISG Tango will allow ISG to penetrate the underserved midmarket. “We believe this platform-based offering, combined with our advisory expertise, will allow us to offer a level of sourcing advisory support that would be attractive and affordable to the midmarket, thereby expanding our revenue opportunities.”
An advisor-led solution, ISG Tango is built on an AI-supported software platform powered by ISG’s market-leading transaction data and proprietary sourcing methodology and tools. The platform features ISG’s provider research, market intelligence and candidate provider qualification system, to help enterprises make informed buying decisions, and a fully integrated service catalogue and an automated contracting tool that dramatically cuts the time and effort needed to generate contracts.
In addition, ISG Tango provides a common environment for buyers, sellers and their legal teams to work with ISG advisors on sourcing transactions. It features a secure data room with role-based authorization to manage the entire process of data collection, team interaction and contracting, efficiently and securely.
“With 24×7 access and real-time status views, ISG Tango provides full transparency throughout the entire sourcing process and simplifies interactions with all key stakeholders, leading to faster and more effective collaboration and decision-making,” said Kathy Rudy, chief data and analytics officer of ISG who co-led the development of ISG Tango.
Clay Calhoun, partner and ISG Tango market leader who co-led the development of ISG Tango, said client reception thus far has been enthusiastic. “Enterprise clients and service providers who participated in our focus groups have praised the platform for the visibility and speed to transaction it provides. To quote one client: ‘The use of the pre-populated contract documents and base case development templates was a real time saver. And the ability to model with the market pricing data helped us to accurately assess the cost, value and savings opportunity of each provider’s solution.’”
ISG Tango is available immediately. For more information, visit this webpage.
About ISG
ISG (Information Services Group) (Nasdaq: III) is a leading global technology research and advisory firm. A trusted business partner to more than 900 clients, including more than 75 of the world’s top 100 enterprises, ISG is committed to helping corporations, public sector organizations, and service and technology providers achieve operational excellence and faster growth. The firm specializes in digital transformation services, including automation, cloud and data analytics; sourcing advisory; managed governance and risk services; network carrier services; strategy and operations design; change management; market intelligence and technology research and analysis. Founded in 2006, and based in Stamford, Conn., ISG employs more than 1,600 digital-ready professionals operating in more than 20 countries—a global team known for its innovative thinking, market influence, deep industry and technology expertise, and world-class research and analytical capabilities based on the industry’s most comprehensive marketplace data. For more information, visit www.isg-one.com.
