EV Inflation Outpacing Traditional Cars


Image: Ron Frazer (Flickr)


How the Cost of Owning a New EV Could Also Climb Quickly

 

Ford (F) recently decided to split off its electric vehicle division (EV). It said it will spend $50 billion over the next five years and expects to build 2 million electric cars in 2026. General Motors (GM) announced that they are building a facility in Canada to produce cathode-active material for EV batteries. Tesla’s total 2021 sales were up 87% over the prior year. This would all seem to be occurring at a time when cheaper to operate cars are needed most, as the cost of fueling internal combustion vehicles has risen so much. But have price increases to owning EVs also climbed to the point of increasing the cost of operation?

Background

For Tesla (TSLA), Rivian (RIVN), Lucid (LCID) and other EV companies, higher oil prices would seem to add demand for their alternative products.  But natural resources used in car manufacturing, especially EVs have been driven higher. Increased prices for nickel, steel, lithium, and other metals and minerals critical to car manufacturing impact EV production costs. Crude for weight-reducing plastics that are especially important in EVs, along with the chip supply shortage, makes the math favoring EVs less appealing than it may appear on the surface. 

Skyrocketing crude oil prices have made it make it instantly more expensive for gas and diesel vehicles to travel each mile relative to anytime over the past 21 years. Does this make EVs much more attractive for cost-conscious drivers? 

 

As U.S. crude is now well over $100 per barrel, with prices continuing to rise, U.S. average gasoline prices in early March exceeded $4.17 a gallon.  These are the highest levels since 2001.

If one is considering selling their traditional car and purchasing an EV, the sticker price of the EV may be increasing quite a bit over the previous year, and likely much quicker than gas-powered cars.

Inflation Problem

The blue line in the chart above marked LN1 represents the percentage increase in Nickel. The futures price for LN1 has risen 283% year-to-date. The cost of nickel accounts for a third of the price of a battery.  The orange line is steel used in both traditional autos and EVs, and the purple line is crude prices, it reflects the cost of the raw materials for lightweight plastic, which is relied upon in EVs more than traditional cars.

Other critical metals used in a lithium-ion battery are also skyrocketing. Benchmark lithium prices have gained about 75% this year. Cobalt prices are up more than 10%. And, depending on the type of battery, iron could also be used.

Minerals inflation has added roughly $2,000 to the average price of an EV so far in 2022, according to Barron’s. Their analysts tried to quantify the cost to EV margins a/o March 8). The Barron’s analysts concluded nickel prices alone could pull 2% off gross profit per car (based on spot prices).

Prices are higher, EVs are heavily impacted, and it is something buyers and manufacturers will have to grapple with. Additionally, investors need to pay attention. EV manufacturer Rivian Automotive (RIVN) announced a large price hike on March 1, the stock then sold off 13.5% on a day when the S&P 500 rose 1.9%.

Take-Away

The economics of running out and selling an internal combustion engine vehicle for a new electric car is constantly changing and a little less appealing than it had been. In addition to all the shared components between traditional and EVs, the cost of batteries is heading higher, and so are the prices of steel, aluminum, copper, and other things that go into any car. Raising prices may decrease sales, and this is a concern for investors.

 

Paul Hoffman

Managing Editor, Channelchek

Suggested Reading



The Future of Electric Vehicles



Copper Facing an Onslaught of Demand





Nancy Pelosi’s Coattail Investors Get an Update



Raw Materials and the Scalability of Tesla

Sources

https://www.barrons.com/articles/rivian-raises-prices-increase-hike-stock-51646230528?mod=md_stockoverview_news&mod=article_inline

https://www.barrons.com/market-data/stocks/rivn

https://www.barrons.com/articles/things-to-know-today-51646648813

WWW.Koyfin.com

 

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Can Icahn and Buffett Both be Right on Occidental Petroleum?



Carl Icahn Selling into Warren Buffet’s Buying, Can they Both be Right?

 

“We started buying on Monday, and we bought all we could,” Warren Buffett told CNBC. The Berkshire Hathaway CEO was discussing a new 91.2 million share stake his company took in Occidental Petroleum (OXY). At the same time, Carl Icahn, another renowned investor, has been selling shares of OXY. Can they both be right?

 

Warren Buffet on OXY

Buffett pulled the trigger on $4.5 billion of Occidental, an energy exploration and production company, last week.  This gives Berkshire close to a 10% stake in the company. This is an increase in exposure for Berkshire as it also has positions worth $10 billion of preferred shares, along with warrants to buy 83.9 million common shares exercisable at $59.62.

Berkshires 2021 annual report showed they held $144 billion in cash and equivalents.

Carl Icahn on OXY

Billionaire investor Carl Icahn, sold his remaining lot of OXY last week. According to The Wall Street Journal, Icahn made about $1 billion on Occidental stock and still holds about 15 million in warrants (OXY WS). The warrants, which trade at around $34, have an exercise price of $22 a share (current level $57-$58).

Icahn still continues to have exposure to the energy sector through a roughly 6.4% stake worth $2 billion in Cheniere Energy (LNG), a liquefied natural gas producer, and a controlling interest worth $1 billion in CVR Energy (CVI), a petroleum refiner.

The activist investor became involved with Occidental in 2019 around the same time as Buffett. He urged the company to not pursue the debt-financed deal for Anadarko, which Buffett was for and helped enable with loans. Berkshire’s warrants and preferred shares were part of financing the arrangement.

 

Buffett vs Icahn

When you find two legendary investors taking opposite sides of the same trade at the same time, in a sector that is moving quickly, it’s worth stopping to try to understand why. Berkshire Hathaway’s Buffet, who is 91, was a heavy buyer of OXY while Carl Icahn, 86, was selling a huge position put on in 2019.

Description:
Since March 2019 OXY has consistently performed below the energy sector and S&P 500

 

There have been other times when one of these two was buying into the other’s selling. In 2016, Icahn exited a position in Apple (AAPL) he had held for about three years. Also, in 2016 Buffett began scaling into Apple. Icahn made a reported $2 billion profit on 180 million shares of Apple. It is unclear if the redeployment of the proceeds of this sale outpaced the earnings that would have occurred if he held Apple, which has grown 500% since.

Apple has been Buffett’s biggest public market win in the past decade. Berkshire holds about 900 million shares worth $145 billion, more than four times its cost.

Investment Styles

As an activist investor, Icahn’s primary methodology is to own a significant enough amount of a company to influence how the company is run. If a profit presents itself, he is likely to take it. Such was the case with the doubling of OXY in two months’ time this year.

Berkshire’s portfolio is mostly non-public companies it owns outright. As for publicly traded stocks, Buffett’s style is to be patient waiting for value in terms of price and potential.  Buffett has described his favorite holding period as “forever.”

Berkshire is also cash-heavy and should like to deploy $80 billion, but has been priced out of stocks and acquisitions for several years now. With recent market weakness, there may be some big purchases on the horizon.

Take-Away

Investors have different time frames and risk tolerance. More active traders like Icahn may sell if they see other opportunities where they believe the capital could produce a better return, whereas Berkshire’s longer-term view and huge cash position, could make their transactions based on a totally different set of factors. For Berkshire, this purchase may be as easy to understand as asking “do we expect OXY to perform better than cash.”

 

Paul Hoffman

Managing Editor, Channelchek

 

Suggested Reading



Using Warren Buffett’s SEC Filing as an Oracle



Cathie Wood Says Benchmark Funds are Where the Risk Is





Michael Burry vs Cathie Wood is Not an Even Competition



Warren Buffett vs Elon Musk, Who’s Right

 

Sources

https://channelchek.vercel.app/news-channel/Pros_and_Cons_of_a_Company_Like_Berkshire_Hathaway_in_your_Portfolio

https://www.cnbc.com/2022/03/05/berkshire-hathaway-reveals-5-billion-stake-in-oil-giant-occidental-petroleum.html

https://www.sec.gov/Archives/edgar/data/315090/000089924322009579/xslF345X03/doc4.xml

https://www.barrons.com/articles/warren-buffett-was-buying-occidental-carl-icahn-was-selling-who-will-be-right-51646672487?mod=hp_columnists


 

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Alvopetro Announces 2021 Year End Reserves With a 52% Increase In 2P NPV Before Tax



Alvopetro Announces 2021 Year End Reserves With a 52% Increase In 2P NPV Before Tax

News, and Market Data on Alvopetro Energy

 

CALGARY, ABMarch 8, 2022 /CNW/ – Alvopetro Energy Ltd. (TSXV:ALV) (OTCQX: ALVOF) announces our reserves as at December 31, 2021 with total proved plus probable (“2P”) reserves of 8.7 mmboe and a before tax net present value discounted at 10% of $297.0 million.  The before tax net present value of our 2P reserves (discounted at 10%) increased by 52% from December 31, 2020, primarily due to increases in forecasted natural gas prices. 2P reserve volumes decreased by 9% due to 2021 production. In addition, Alvopetro announces the December 31, 2021 assessment of the Company’s Murucututu natural gas resource (previously referred to as the Gomo natural gas resource) with risked best estimate contingent resource of 3.5 mmboe and risked best estimate prospective resource of 12.1 mmboe, both of which are virtually unchanged from December 31, 2020.  The Murucututu natural gas contingent and prospective resource values (risked best estimate net present value before tax, discounted at 10%) increased by 61% to $60.7 million and by 44% to $208.7 million, respectively.  The reserves and resources data set forth herein is based on an independent reserves and resources assessment and evaluation prepared by GLJ Ltd. (“GLJ”) dated March 7, 2022 with an effective date of December 31, 2021 (the “GLJ Reserves and Resources Report”).  

All references herein to $ refer to United States dollars, unless otherwise stated.

December 31, 2021 GLJ Reserves and Resource Report Highlights

  • 2P net present value before tax discounted at 10% increased 52% to $297.0 million primarily due to higher forecasted commodity prices.
  • Proved reserves (“1P”) and 2P reserves decreased to 4.4 mmboe (-13%) and 8.7 mmboe (-9%) respectively, due to 2021 production volumes.
  • This represents a 2P Net Asset Value of CAD$11.20/share ($8.77/share).
  • Risked best estimate contingent and risked best estimate prospective resource of 3.5 mmboe and 12.1 mmboe, respectively were consistent with prior year with an increase of 61% and 44% respectively on risked best estimate before tax net present value discounted at 10%, due primarily to higher forecasted commodity prices.

Corey Ruttan, President and Chief Executive Officer, commented:

“Our 2021 year-end reserves and resource evaluations highlight the strong profitability from our Caburé natural gas field and the long-term potential of our Murucututu project. The increase in forecasted cash flows reflects the impact of global commodity prices on our forecasted natural gas prices under our long-term gas sales agreement and our most recent price increase effective February 1, 2022. Our 2022 capital program is focused on natural gas exploration and development aimed at expanding our production and reserve base and maximizing the utilization of our strategic midstream infrastructure that is concurrently being expanded to a capacity of at least 500,000 m3/d (17.7 mmcfpd).”

SUMMARY

December 31, 2021 Gross Reserve and Gross Resource Volumes: (1)(5)(6)(7)(8)(9)(10)(11)(14)

December 31, 2021 Reserves (Gross)

Total Proved(1P)

Total Proved plus Probable(2P)

Total Proved plus Probable plus Possible (3P)

(Mboe)

(Mboe)

(Mboe)

Caburé Property

3,224

5,141

6,796

Murucututu Property

1,024

3,286

5,974

Other Properties

173

310

606

Total Company Reserves

4,421

8,737

13,376

See ‘Footnotes’ section at the end of this news release

December 31, 2021 Murucututu Resources (Gross)

Low Estimate

Best Estimate

 High Estimate

(Mboe)

(Mboe)

(Mboe)

Risked Contingent Resource

Risked Prospective Resource

2,715

6,555

3,465

12,127

5,697

17,937

See ‘Footnotes’ section at the end of this news release

Net present value before tax discounted at 10%:(2)(5)(6)(7)(8)(9)(10)(11)(12)(13)

Reserves

1P

2P

3P

(MUS)

(MUS)

(MUS)

Caburé Property

150,414

216,859

265,483

Murucututu Property

20,239

72,307

135,821

Other Properties

3,107

7,833

15,418

Total Company

173,759

297,000

416,723

See ‘Footnotes’ section at the end of this news release

Murucututu Resource

Low Estimate

Best Estimate

 High Estimate

(MUS)

(MUS)

(MUS)

Risked Contingent Resource

Risked Prospective Resource

48,505

100,348

60,669

208,677

108,043

312,055

See ‘Footnotes’ section at the end of this news release

NET ASSET VALUE

Following the December 31, 2021 reserves evaluation, based on the before tax net present value of Alvopetro’s 2P reserves (discounted at 10%), our total net asset value is $297.3 millionCAD$11.20 per common share outstanding.  Our 2P net asset value of $297.3 million is before including the before tax net present value (discounted at 10%) of our risked best estimate risked contingent resource of $60.7 million and our risked prospective resource of $208.7 million from the Murucututu natural gas field.

Net Asset Value (in MUS, other than per share amounts)

1P

2P

3P

Before Tax Net Present Value, discounted at 10% (MUS)

173,759

297,000

416,723

Working capital net of debt – as at September 30, 2021(a)(b)

294

294

294

Total Net Asset Value(b),(c)(d)

174,053

297,294

417,017

CAD per basic share(e)

6.56

11.20

15.71

a)

Working capital net of debt is computed as the Company’s net working capital the carrying amount of the Company’s Credit Facility, decreased by net working capital surplus, as of September 30, 2021.

b)

Non-GAAP measure. See ‘Non-GAAP Measures‘ in this news release.

c)

Alvopetro has reflected the contractual obligations pursuant to our September 2018 Gas Treatment Agreement with Enerflex, including the equipment rental component of the agreement which is treated as a right of use asset and reflected as a capital lease obligation on our financial statements. As the future capital lease payments reduce the forecasted future net revenue in all reserves categories, the capital lease obligation as reflected on the Company’s financial statements has not been included in the table above.

d)

The net asset value reflected above includes the present value of before tax cash flows from the Company’s reserves only. No amounts have been included with respect to contingent or prospective resource volumes.

e)

Converted to Canadian dollars (“CAD”) based on the exchange rate on March 7, 2022. The per share calculation is computed based on 33.9 million common shares outstanding as of March 7, 2022.

PRICING ASSUMPTIONS – FORECAST PRICES AND COSTS 

GLJ employed the following pricing and inflation rate assumptions as of January 1, 2022 in the GLJ Reserves and Resources Report in estimating reserves and resources data using forecast prices and costs.

Year

Brent Blend Crude Oil FOB North Sea ($/Bbl) 

National Balancing Point (UK)($/mmbtu)

NYMEX Henry Hub Near Month Contract($/mmbtu)

Alvopetro-Bahiagas Gas Contract$/mmbtu(Current Year)

Alvopetro-Bahiagas Gas Contract$/mmbtu(Previous Year)

Change from prior year

2022

76.00

20.75

3.80

9.51

6.40

49%

2023

72.51

12.00

3.50

10.09

6.65

52%

2024

71.24

8.50

3.15

9.86

6.89

43%

2025

72.66

8.67

3.21

9.00

7.14

26%

2026

74.12

8.84

3.28

8.89

7.31

22%

2027

75.59

9.02

3.34

8.99

7.45

21%

2028

77.11

9.20

3.41

9.15

7.59

21%

2029

78.66

9.39

3.48

9.33

7.74

21%

2030

80.22

9.57

3.55

9.52

7.90

21%

2031*

81.83

9.76

3.62

9.71

8.06

20%

*Escalated at 2% per year thereafter

As of February 1, 2022, Alvopetro’s contracted natural gas price under the terms of our long-term gas sales agreement is based on the ceiling price within the contract and is forecasted to remain at the ceiling price until 2024. The forecasted prices in the GLJ Reserves and Resource Report do not reflect the most recent increase in global commodity prices which further extends the period under which Alvopetro’s contracted price will be at the ceiling in the contract.  The ceiling price incorporates assumed US inflation of 5% in 2022, 3% in 2023 and 2% thereafter.

GLJ RESERVES AND RESOURCES REPORT 

The GLJ Reserves and Resources Report has been prepared in accordance with the standards contained in the Canadian Oil and Gas Evaluation Handbook (“COGEH”) that are consistent with the standards of National Instrument 51-101 (“NI 51-101”). GLJ is a qualified reserves evaluator as defined in NI 51-101. The GLJ Reserves and Resources Report was an evaluation of all reserves of Alvopetro including our Caburé and Caburé Leste natural gas fields (collectively referred to as our Caburé natural gas field), our Murucututu natural gas project (previously referred to as Gomo), as well as our Bom Lugar and Mãe-da-lua oil fields. The GLJ Reserves and Resources Report also includes an evaluation of the gas resources of our Murucututu natural gas.  In addition to the reserves assigned to our two existing Murucututu wells (197-1 and 183-1) and two additional development locations, contingent resource was assigned to the area in proximity to our existing Murucututu reserves, deemed to be discovered.  The area mapped by 3D seismic west and north of the area defined as contingent was assigned prospective resource. Additional reserves and resources information as required under NI 51-101 will be included in the Company’s Annual Information Form for the 2021 fiscal year which will be filed on SEDAR by April 30, 2022.

December 31, 2021 Reserves Information:

Summary of Reserves (1)(3)(4)(5)(7)(8)

Light & Medium Oil

Residue Gas

Natural Gas Liquids

Oil Equivalent

Company Gross

Company Net

Company Gross

Company Net

Company Gross

CompanyNet

Company Gross

Company Net

(Mbbl)

(Mbbl)

(MMcf)

(MMcf)

(Mbbl)

(Mbbl)

(Mboe)

(Mboe)

Proved

Producing

0

0

18,267

17,287

180

171

3,224

3,052

Developed Non-Producing

26

23

2,095

1,953

52

48

427

397

Undeveloped

147

138

3,254

3,012

80

74

770

714

Total Proved

173

161

23,616

22,252

312

294

4,421

4,163

      Probable

137

128

22,731

21,331

390

365

4,316

4,048

Total Proved plus Probable

310

289

46,347

43,583

702

659

8,737

8,212

      Possible

296

277

23,401

21,866

443

413

4,639

4,334

Total Proved plus Probable plus Possible

606

565

69,748

65,448

1,146

1,072

13,376

12,545

See ‘Footnotes’ section at the end of this news release

Summary of Before Tax Net Present Value of Future Net Revenue – MUS (2)(5)(7)(8)(12)(13)

Undiscounted

5%

10%

15%

20%

Proved

Producing

175,800

162,812

150,414

139,568

130,152

Developed Non-Producing

13,952

10,341

7,977

6,411

5,327

Undeveloped

35,028

22,103

15,369

11,298

8,559

Total Proved

224,780

195,256

173,759

157,277

144,037

       Probable

267,646

168,096

123,240

96,623

78,449

Total Proved plus Probable

492,425

363,352

297,000

253,900

222,486

       Possible

316,880

175,731

119,723

89,422

70,217

Total Proved plus Probable plus Possible

809,305

539,083

416,723

343,322

292,703

See ‘Footnotes’ section at the end of this news release

Summary of After Tax Net Present Value of Future Net Revenue – MUS (2)(5)(7)(8)(12)(13)

Undiscounted

5%

10%

15%

20%

Proved

Producing

158,208

146,984

136,050

126,439

118,078

Developed Non-Producing

11,493

8,683

6,730

5,402

4,469

Undeveloped

26,984

17,474

12,283

9,039

6,802

Total Proved

196,686

173,141

155,064

140,880

129,349

       Probable

207,798

135,466

100,859

79,563

64,708

Total Proved plus Probable

404,484

308,607

255,923

220,443

194,057

       Possible

241,128

139,526

97,153

73,331

57,863

Total Proved plus Probable plus Possible

645,612

448,133

353,076

293,774

251,919

See ‘Footnotes’ section at the end of this news release

Future Development Costs (2)(5)(7)(8)(12)(13)

The table below sets out the total development costs deducted in the estimation in the GLJ Reserves and Resources Report of future net revenue attributable to proved reserves, proved plus probable reserves and proved plus probable plus possible reserves (using forecast prices and costs), by field. Total development costs include capital costs for drilling and facility and pipeline expenditures but excludes abandonment and reclamation costs.

Under each reserve category, Alvopetro has elected to reflect 100% of the contractual obligations pursuant to our Gas Treatment Agreement with Enerflex, including all operating, capital, and related financing costs for the full duration of the agreement. These costs are mainly attributable to the Caburé field and also represent the majority of the future development costs for the Caburé field in the table below. The future costs associated with equipment rental are also reflected as a capital lease obligation on our financial statements other than future anticipated equipment rental costs associated with the facility expansion, which will be reflected once completed.

The future development costs for the Murucututu field in the proved category are for the remaining costs anticipated in 2022 for the pipeline and field facility development to tie-in the 183(1) well to Alvopetro’s midstream assets, as well as a development location. In the probable and possible categories, there are future development costs for an additional development location and the stimulation and tie-in of the 197(1) well. Also included in the Murucututu future development costs for all reserve categories are a portion of the anticipated contractual obligations associated with the expansion of the gas treatment facility. The future development costs for Bom Lugar in the proved category include costs for a directional wellbore and facilities upgrade. A second directional well is included in the future development costs for the possible category for Bom Lugar. Future development costs at the Mãe-da-lua field relate to a stimulation of the existing producing well.

MUS, Undiscounted

2022

2024

2024

2025

2026

Remaining

Total

Proved

Caburé Natural Gas Field 

3,000

1,730

1,730

1,730

5,096

13,286

Murucututu Gas Field

10,550

433

441

11,424

Bom Lugar Oil Field

333

2,771

3,104

Mãe-da-lua Oil Field

439

439

Total Proved

13,883

5,373

2,171

1,730

5,096

28,253

Proved Plus Probable

Caburé Natural Gas Field

3,000

1,730

1,730

1,730

1,730

4,237

14,157

Murucututu Gas Field

16,350

1,463

441

450

459

468

19,631

Bom Lugar Oil Field

333

3,517

3,850

Mãe-da-lua Oil Field

0

439

439

Total Proved Plus Probable

19,638

7,149

2,171

2,180

2,189

4,705

38,078

Proved Plus Probable Plus Possible

Caburé Natural Gas Field

3,000

1,730

1,730

1,730

1,730

5,786

15,706

Murucututu Gas Field

16,350

1,463

441

450

459

946

20,109

Bom Lugar Oil Field

333

7,514

7,847

Mãe-da-lua Oil Field

0

439

439

Total Proved Plus Probable Plus Possible

19,683

11,146

2,171

2,180

2,189

6,732

44,101

See ‘Footnotes’ section at the end of this news release

Reconciliation of Alvopetro’s Gross Reserves (Before Royalty) (1)(5)(7)(8)(13)

 

 

Proved(Mboe)

 

 

Probable(Mboe)

 

Proved Plus Probable(Mboe)

 

 

Possible(Mboe)

Proved plus Probable plus Possible

(Mboe)

December 31, 2020

 

5,108

4,485

9,593

4,615

14,209

Extensions

176

(176)

Technical Revisions

(12)

11

(1)

24

23

Economic Factors

9

(4)

5

5

Production

(861)

(861)

(861)

December 31, 2021

4,421

4,316

8,737

4,639

13,376

See ‘Footnotes’ section at the end of this news release

December 31, 2021 Murucututu Contingent Resources Information:

Summary of Unrisked Company Gross Contingent Resources (1)(3)(4)(5)(7)(10)(11)

Development Pending Economic Contingent Resources

Low Estimate

Best Estimate

 High Estimate

Residue gas (MMcf)

15,719

20,061

32,984

Natural gas liquids (Mbbl)

389

496

815

Oil equivalent (Mboe)

3,008

3,839

6,313

See ‘Footnotes’ section at the end of this news release.

Summary of Before Tax Net Present Value of Future Net Revenue of Unrisked Contingent Resources- MUS (2)(5)(10)(11)(12)(13)

Undiscounted

5%

10%

15%

20%

Low Estimate

158,700

84,965

53,745

37,370

27,487

Best Estimate

222,759

109,139

67,223

46,563

34,432

High Estimate

415,317

193,940

119,715

84,746

64,509

See ‘Footnotes’ section at the end of this news release.

The GLJ Contingent Resource Report for Murucututu assumes capital deployment during 2023 for the drilling of wells and expansion of facilities, with total project costs of $23.9 million and first commercial production in 2023. There can be no certainty that the project will developed on the timelines discussed herein. Development of the project is dependent on several contingencies as further described in this news release.  The information presented herein is based on company net project development costs.

Summary of Development Pending Risked Company Gross Contingent Resources(1)(3)(4)(5)(7)(10)(11)

The GLJ Reserves and Resources Report estimates the Chance of Development as the product of two main contingencies associated with the project development, which are: 1) the probability of corporate sanctioning, which GLJ estimates at 95%; 2) the probability finalization of a development plan, which GLJ estimates at 95%. The product of these two contingencies is 90%.   As there is no risk related to discovery, the Chance of Commerciality for the contingent resource is therefore 90% which is the risk factor that has been applied to the Development Risked company gross contingent resources and the net present value figures reported below.

Low Estimate

Best Estimate

 High Estimate

Residue gas (MMcf)

14,187

18,105

29,768

Natural Gas Liquids (Mbbl)

351

448

736

Oil equivalent (Mboe)

2,715

3,465

5,697

See ‘Footnotes’ section at the end of this news release.

Summary of Development Pending Risked Before Tax Net Present Value of Future Net Revenue of Contingent Resources- MUS(2)(5)(10)(11)(12)(13)

Undiscounted

5%

10%

15%

20%

Low Estimate

143,226

76,681

48,505

33,726

24,807

Best Estimate

201,040

98,498

60,669

42,023

31,074

High Estimate

374,824

175,031

108,043

76,483

58,219

See ‘Footnotes’ section at the end of this news release.

December 31, 2021 Murucututu Prospective Resources Information:

Summary of Unrisked Company Gross Prospective Resources (1)(3)(4)(5)(7)(9)(11)

Prospective Resources

Low

Best

High

Residue gas (MMcf)

42,228

78,126

115,553

Natural gas liquids (Mbbl)

1,044

1,931

2,856

Oil equivalent (Mboe)

8,082

14,952

22,115

See ‘Footnotes’ section at the end of this news release.

Summary of Before Tax Net Present Value of Future Net Revenue of Unrisked Prospective Resources- MUS (2)(5)(9)(11)(12)(13)

Undiscounted

5%

10%

15%

20%

Low Estimate

474,489

220,405

123,722

77,245

51,350

Best Estimate

1,005,490

449,220

257,284

167,675

117,555

High Estimate

1,584,857

678,025

384,741

252,103

178,690

See ‘Footnotes’ section at the end of this news release.

The GLJ Prospective Resource Report for Murucututu assumes capital deployment starting 2024 for the drilling of wells, expansion of field facilities, and additional pipeline capacity, with total project costs of $66.1 million and first commercial production in 2024. There can be no certainty that the project will developed on the timelines discussed herein. Development of the project is dependent on several contingencies as further described in this news release.  The information presented herein is based on company project development costs.

The GLJ Reserves and Resources Report estimates the Chance of Commerciality as the product between the Chance of Discovery and the Chance of Development. The Chance of Discovery of the prospective resources has been assessed at 90%, while the Chance of Development has been assessed as the same as for the Contingent Resources described above at 90%. The resulting Chance of Commerciality is 81%, which has been applied to the company gross unrisked prospective resources and the net present value figures reported below.   

Summary of Development Risked Company Gross Prospective Resources(1)(3)(4)(5)(7)(9)(11)

The GLJ Reserves and Resources Report estimates the Chance of Commerciality as the product between the Chance of Discovery and the Chance of Development. The Chance of Discovery of the prospective resources has been assessed at 90%, while the Chance of Development has been assessed as the same as for the Contingent Resources described above at 90%. The resulting Chance of Commerciality is 81%, which has been applied to the company gross unrisked prospective resources and the net present value figures reported below.   

Low

Best

High

Residue gas (MMcf)

34,250

63,366

93,723

Natural gas liquids (Mboe)

847

1,566

2,317

Oil equivalent (Mboe)

6,555

12,127

17,937

See ‘Footnotes’ section at the end of this news release.

Summary of Development Risked Before Tax Net Present Value of Future Net Revenue of Prospective Resources- MUS(2)(5)(9)(11)(12)(13)

Undiscounted

5%

10%

15%

20%

Low Estimate

384,847

178,765

100,348

62,652

41,649

Best Estimate

815,529

364,352

208,677

135,997

95,346

High Estimate

1,285,440

549,930

312,055

204,475

144,931

See ‘Footnotes’ section at the end of this news release.

Upcoming 2021 Results and Live Webcast

Alvopetro anticipates announcing its 2021 fourth quarter and year-end results on March 17, 2022 after markets close and will host a live webcast to discuss the results at 8:00 am Mountain time, on the March 18, 2022. Details for joining the event are as follows:

DATE: March 18, 2022TIME: 8:00 AM Mountain/10:00 AM EasternLINK: https://zoom.us/j/99386897923  DIAL-IN NUMBERS: https://zoom.us/u/aixrWbAbO  WEBINAR ID: 993 8689 7923

The webcast will include a question and answer period. Online participants will be able to ask questions through the Zoom portal. Dial-in participants can email questions directly to socialmedia@alvopetro.com.

Corporate Presentation

Alvopetro’s updated corporate presentation is available on our website at:

http://www.alvopetro.com/corporate-presentation

FOOTNOTES

(1)

Mboe = thousands of barrels of oil equivalent.

(2)

MUS = 000’s of U.S. dollars.

(3)

Mbbl = thousands of barrels.

(4)

MMcf = Million cubic feet.

(5)

References to Company Gross reserves or Company Gross Resources means the total working interest share of remaining recoverable reserves or resources owned by Alvopetro before deductions of royalties payable to others and without including any royalty interests owned by Alvopetro. 

(6)

References to “Other Properties” refers to the Company’s Bom Lugar and Mae-da-lua oil fields.

(7)

The tables above are a summary of the reserves of Alvopetro and the net present value of future net revenue attributable to such reserves as evaluated in the GLJ Reserves and Resources Report based on forecast price and cost assumptions. The tables summarize the data contained in the GLJ Reserves and Resources Report and as a result may contain slightly different numbers than such report due to rounding. Also due to rounding, certain columns may not add exactly.

(8)

Possible reserves are those additional reserves that are less certain to be recovered than probable reserves.  There is a 10% probability that the quantities actually recovered will equal or exceed the sum of proved plus probable plus possible reserves.

(9)

Prospective Resources – Prospective Resources are defined in the COGE Handbook as those quantities of petroleum estimated, as of a given date, to be potentially recoverable from undiscovered accumulations by application of future development projects.  Prospective resources have both an associated chance of discovery and a chance of development.  There is no certainty that any portion of the prospective resources will be discovered and even if discovered, there is no certainty that it will be commercially viable to produce any portion. Prospective Resources are further subdivided in accordance with the level of certainty associated with recoverable estimates assuming their discovery as described in footnote 11.

(10)

Contingent Resources are defined in the COGE Handbook as those quantities of petroleum estimated, as of a given date, to be potentially recoverable from known accumulations using established technology or technology under development, but are not currently considered to be commercially recoverable due to one or more contingencies. Contingencies may include factors such as economic, legal, environmental, political and regulatory matters or a lack of markets. It is also appropriate to classify as contingent resources the estimated discovered recoverable quantities associated with a project in the early evaluation stage.  Contingent Resources are further classified in accordance with the level of certainty associated with the estimates as described in footnote 11 and may be subclassified based on project maturity and/or characterized by their economic status. The Contingent Resources estimated in the GLJ Reserves and Resources Report are classified as “economic contingent resources”, which are those contingent resources that are currently economically recoverable.  All such resources are further sub-classified with a project status of “development pending”, meaning that resolution of the final conditions for development are being actively pursued. The recovery estimates of the Company’s contingent resources provided herein are estimates only and there is no guarantee that the estimated resources will be recovered. There is uncertainty that it will be commercially viable to produce any portion of the resources. Actual recovered resource may be greater than or less than the estimates provided herein.

(11)

Low Estimate: This is considered to be a conservative estimate of the quantity that will actually be recovered. It is likely that the actual remaining quantities recovered will exceed the low estimate. If probabilistic methods are used, there should be at least a 90 percent probability (P90) that the quantities actually recovered will equal or exceed the low estimate.

Best Estimate: This is considered to be the best estimate of the quantity that will actually be recovered. It is equally likely that the actual remaining quantities recovered will be greater or less than the best estimate. If probabilistic methods are used, there should be at least a 50 percent probability (P50) that the quantities actually recovered will equal or exceed the best estimate.

High Estimate: This is considered to be an optimistic estimate of the quantity that will actually be recovered. It is unlikely that the actual remaining quantities recovered will exceed the high estimate. If probabilistic methods are used, there should be at least a 10 percent probability (P10) that the quantities actually recovered will equal or exceed the high estimate.

(12)

The net present value of future net revenue attributable to Alvopetro’s reserves and resources are stated without provision for interest costs and general and administrative costs, but after providing for estimated royalties, production costs, development costs, other income, future capital expenditures, well abandonment and reclamation costs for only those wells assigned reserves and material dedicated gathering systems and facilities. The net present values of future net revenue attributable to the Alvopetro’s reserves and resources estimated by GLJ do not represent the fair market value of those reserves. Other assumptions and qualifications relating to costs, prices for future production and other matters are summarized herein. The recovery and reserve and resource estimates of the Company’s reserves and resources provided herein are estimates only and there is no guarantee that the estimated reserves and resources will be recovered. Actual reserves and resources may be greater than or less than the estimates provided herein.

(13)

GLJ’s January 1, 2022 escalated price forecast is used in the determination of future gas sales prices under Alvopetro’s long-term gas sales agreement and for all forecasted oil sales and natural gas liquids sales. See https://www.gljpc.com/sites/default/files/pricing/jan22.pdf  for GLJ’s price forecast.

(14)

The GLJ Reserves and Resources Report was an evaluation of the Company’s contingent and prospective resource of the Company’s Murucututu natural gas project and excluded an evaluation of the 183-B1 and 182-C1 exploration prospects which were evaluated by GLJ in an independent resource assessment dated September 4, 2020 with an effective date of July 31, 2020. For further details, see our September 8, 2020 press release and the annual information for the year-ended December 31, 2020 which has been filed on SEDAR.

Alvopetro Energy Ltd.’s vision is to become a leading independent upstream and midstream operator in Brazil. Our strategy is to unlock the on-shore natural gas potential in the state of Bahia in Brazil, building off the development of our Caburé natural gas field and our strategic midstream infrastructure.

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.

All amounts contained in this news release are in United States dollars, except as otherwise noted.

Oil and Natural Gas Reserves. The disclosure in this news release summarizes certain information contained in the GLJ Reserves and Resources Report but represents only a portion of the disclosure required under NI 51-101. Full disclosure with respect to the Company’s reserves as at December 31, 2021 will be contained in the Company’s annual information form for the year ended December 31, 2021 which will be filed on SEDAR (www.sedar.com) on or before April 30, 2022. All net present values in this press release are based on estimates of future operating and capital costs and GLJ’s forecast prices as of December 31, 2021. The reserves definitions used in this evaluation are the standards defined by COGEH reserve definitions and are consistent with NI 51-101 and used by GLJ. The net present values of future net revenue attributable to the Alvopetro’s reserves estimated by GLJ do not represent the fair market value of those reserves. Other assumptions and qualifications relating to costs, prices for future production and other matters are summarized herein. The recovery and reserve estimates of the Company’s reserves provided herein are estimates only and there is no guarantee that the estimated reserves will be recovered. Actual reserves may be greater than or less than the estimates provided herein. Possible reserves are those additional reserves that are less certain to be recovered than probable reserves. There is a 10% probability that the quantities actually recovered will equal or exceed the sum of proved plus probable plus possible reserves.

Contingent Resources. This news release discloses estimates of Alvopetro’s contingent resources and the net present value associated with net revenues associated with the production of such contingent resources as included in the GLJ Reserves and Resources Report. There is no certainty that it will be commercially viable to produce any portion of such contingent resources and the estimated future net revenues do not necessarily represent the fair market value of such contingent resources. Estimates of contingent resources involve additional risks over estimates of reserves. Full disclosure with respect to the Company’s contingent resources as at December 31, 2021 will be contained in the Company’s annual information form for the year ended December 31, 2021 which will be filed on SEDAR (www.sedar.com) on or before April 30, 2022.

Prospective Resources – This news release discloses estimates of Alvopetro’s prospective resources included in the GLJ Reserves and Resources Report. There is no certainty that any portion of the prospective resources will be discovered and even if discovered, there is no certainty that it will be commercially viable to produce any portionEstimates of prospective resources involve additional risks over estimates of reserves. The accuracy of any resources estimate is a function of the quality and quantity of available data and of engineering interpretation and judgment. While resources presented herein are considered reasonable, the estimates should be accepted with the understanding that reservoir performance subsequent to the date of the estimate may justify revision, either upward or downward. Full disclosure with respect to the Company’s prospective resources as at December 31, 2021 will be contained in the Company’s annual information form for the year ended December 31, 2021 which will be filed on SEDAR (www.sedar.com) on or before April 30, 2022.

Abbreviations:

1P

=

proved reserves

2P

=

proved plus probable reserves

3P

=

proved plus probable plus possible reserves

CAD$

=

Canadian dollars

F&D

=

finding and development costs

FDC

=

future development costs;

Mboe

=

thousand barrels of oil equivalent

MMbtu

=

million British Thermal Units

MMcf

=

million cubic feet

MMcf/d

=

million cubic feet per day

MMboe

=

million barrels of oil equivalent

MMUS

=

millions of U.S. dollars

MUS

=

thousands of U.S. dollars

 

BOE Disclosure. The term barrels of oil equivalent (“boe”) may be misleading, particularly if used in isolation. A boe conversion ratio of six thousand cubic feet per barrel (6Mcf/bbl) of natural gas to barrels of oil equivalence is based on an energy equivalency conversion method primarily applicable at the burner tip and does not represent a value equivalency at the wellhead. All boe conversions in this news release are derived from converting gas to oil in the ratio mix of six thousand cubic feet of gas to one barrel of oil.

Forward-Looking Statements and Cautionary Language. This news release contains “forward-looking information” within the meaning of applicable securities laws. The use of any of the words “will”, “expect”, “intend” and other similar words or expressions are intended to identify forward-looking information. Forward–looking statements involve significant risks and uncertainties, should not be read as guarantees of future performance or results, and will not necessarily be accurate indications of whether or not such results will be achieved. A number of factors could cause actual results to vary significantly from the expectations discussed in the forward-looking statements. These forward-looking statements reflect current assumptions and expectations regarding future events. Accordingly, when relying on forward-looking statements to make decisions, Alvopetro cautions readers not to place undue reliance on these statements, as forward-looking statements involve significant risks and uncertainties. More particularly and without limitation, this news release contains forward-looking information concerning the plans relating to the Company’s operational activities and the expected natural gas price, gas sales and gas deliveries under Alvopetro’s long-term gas sales agreement. The forward–looking statements are based on certain key expectations and assumptions made by Alvopetro, including but not limited to equipment availability, the timing of regulatory licenses and approvals, the success of future drilling, completion, testing, recompletion and development activities, the outlook for commodity markets and ability to access capital markets, the impact of the COVID-19 pandemic, the performance of producing wells and reservoirs, well development and operating performance, foreign exchange rates, general economic and business conditions, weather and access to drilling locations, the availability and cost of labour and services, environmental regulation, including regulation relating to hydraulic fracturing and stimulation, the ability to monetize hydrocarbons discovered, the regulatory and legal environment and other risks associated with oil and gas operations. The reader is cautioned that assumptions used in the preparation of such information, although considered reasonable at the time of preparation, may prove to be incorrect. Actual results achieved during the forecast period will vary from the information provided herein as a result of numerous known and unknown risks and uncertainties and other factors.  Although Alvopetro believes that the expectations and assumptions on which such forward-looking information is based are reasonable, undue reliance should not be placed on the forward-looking information because Alvopetro can give no assurance that it will prove to be correct. Readers are cautioned that the foregoing list of factors is not exhaustive. Additional information on factors that could affect the operations or financial results of Alvopetro are included in our annual information form which may be accessed on Alvopetro’s SEDAR profile at www.sedar.com. The forward-looking information contained in this news release is made as of the date hereof and Alvopetro undertakes no obligation to update publicly or revise any forward-looking information, whether as a result of new information, future events or otherwise, unless so required by applicable securities laws.

Non-GAAP Measures. This news release contains financial terms that are not considered measures under International Financial Reporting Standards (“IFRS”), such as working capital net of debt and net asset value. Working capital net of debt is computed as current assets less the sum of current liabilities and the carrying amount of the Company’s credit facility. Net asset value is computed based on the before-tax net present value of the Company’s proved plus probable reserves, discounted at 10%, increased by the Company’s working capital net of debt.  The non-GAAP measures do not have standardized meanings under IFRS and therefore are unlikely to be comparable to similar measures presented by other issuers. While these measures may be common in the oil and gas industry, the Company’s use of these terms may not be comparable to similarly defined measures presented by other companies. The non-GAAP measures referred to in this report should not be considered an alternative to, or more meaningful than measures prescribed by IFRS and they are not meant to enhance the Company’s reported financial performance or position.  For more information with respect to financial measures which have not been defined by GAAP, including reconciliations to the closest comparable GAAP measure, see the “Non-GAAP Measures” section of the Company’s most recent MD&A which may be accessed through the SEDAR website at www.sedar.com.

SOURCE Alvopetro Energy Ltd.

Defense Metals Corp. Continues to Drill High Grade at Wicheeda With 3.23% Total Rare Earth Oxide Over 162 Metres; Including 4.21% Over 45 Metres From Surface



Defense Metals Corp. Continues to Drill High Grade at Wicheeda With 3.23% Total Rare Earth Oxide Over 162 Metres; Including 4.21% Over 45 Metres From Surface

News, and Market Data on Defense Metals

 

News Release – Vancouver, British Columbia –March 8, 2022:Defense Metals Corp. (“Defense Metals” or the “Company”) (TSX-V:DEFN / OTCQB:DFMTF / FSE:35D) is pleased to announce results for an additional six diamond drill holes totalling 845 metres from the Company’s 29 hole, 5,349 metre diamond drill program completed during fall 2021. Drill holes WI21-39 and WI21-40 collared from the same pad, and holes WI21-41 through WI21-44 sited 100 metres north were designed to further delineate the Wicheeda Rare Earth Element (REE) deposit.

Drill hole WI21-40 returned 3.23% TREO (total rare earth oxide) over 162 metres[1] Along with previously reported drill hole WI21-33 on section grading 3.17% TREO over 196 metres, these two holes yielded the highest-grade x width of the 2021 drill program to date. In addition to significant composite mineralized widths, these holes continue to demonstrate the presence of higher-grade zones of carbonatite at surface and at depth extending below the current resource pit shell.

The Company continues to receive additional assay results from the 2021 Wicheeda REE Deposit resource expansion and delineation campaign that will be released in the coming days and weeks.

Luisa Moreno, President, and Director of Defense Metals commented: “Drilling at depth within the northern Wicheeda Deposit has intersected significant new zones of high-grade REE mineralization with the potential to expand the mineral resource, and importantly may also contribute to supporting higher grades across the range of potential mine life.”

Resource infill drill hole WI21-39 (-60o dip / 285o azimuth) returned assays of 2.62% TREO over 110 metres1andin conjunction with WI21-36 and WI21-37 completes sectional drilling within the northern quarter of the Wicheeda Deposit confirming the presence of high-grade dolomite carbonatite within 2019 near surface drill holes to a vertical depth of 175 metres and horizontal width of 160 metres (Table 1 and Figure 1).

Delineation drill hole WI21-40 (-60o dip / 285o azimuth) intersected mineralized dolomite carbonate from surface grading 3.23% TREO over 162 metres1; including higher grade intervals from surface of 4.21% TREO over 44.75 metres1, and at depth of 3.67% TREO over 71 metres1 extending 15 metres below the current resource pit shell (Figure 2). Importantly drill holes WI21-33, WI21-36, and WI21-40 establish the presence of a previously unrecognized zone of high-grade dolomite carbonate at depth within the northeast quadrant of the Wicheeda Deposit. Mineralized zones within WI21-40W and WI21-33 extend downhole 60 and 80 metres respectively below the current resource, and 15 and 32 metres below the resource pit shell providing the potential to expand mineral resources.

Drill hole WI21-44 (-60o dip / 240o azimuth) collared 100metres to the north intersected a mixed interval of dolomite carbonatite near surface and REE mineralized syenite at depth high averaging 1.72% TREO over 108 metres; including 2.59% TREO over 54 metres near surface (Figure 3).

[1]TREO % sum of CeO2, La2O3, Nd2O3, Pr6O11, Sm2O3, Eu2O3, Gd2O3, Tb4O7, Dy2O3 and Ho2O3.


[1] The true width of REE mineralization is estimated to be 70-100% of the drilled interval.

Table 1. Wicheeda REE Deposit 2021 Diamond Drill Intercepts

Hole ID From (m) To (m) Interval (m) TREO[1] (%) Ce2O(%) La2O(%) Nd2O(%) Pr2O(%) Sm2O(ppm) Gd2O3 (ppm) Eu2O3 (ppm) Dy2O3 (ppm) Tb4O7 (ppm) Ho2O3 (ppm)
WI21-39 (285/-60) 4 114 110 2.62 1.28 0.87 0.30 0.10 320 158 73 42 13 5
and 114 224.8 110.8 0.72 0.35 0.21 0.10 0.03 129 75 31 30 8 4
WI21-40 (345/-65) 2.75 165 162.25 3.23 1.57 1.11 0.36 0.13 370 158 70 39 13 4
including 2.75 47.5 44.75 4.21 2.05 1.46 0.46 0.16 452 197 92 61 18 7
including 96 167 71 3.67 1.79 1.26 0.41 0.14 411 173 75 35 13 3
WI21-43 (045/-85) 10.75 124.1 113.35 0.55 0.26 0.17 0.07 0.02 121 84 33 35 9 5
WI21-44 (240/-60) 17.5 125.6 108.1 1.72 0.83 0.57 0.20 0.07 266 141 69 47 14 6
including 35 89 54 2.59 1.24 0.87 0.29 0.10 384 205 102 70 20 9
WI21-33 (350/-80) 5.00 201.00 196 3.17 1.52 1.07 0.37 0.13 382 181 81 42 14 4
including 5.00 55.25 50.25 3.63 1.74 1.26 0.41 0.14 396 181 84 52 16 6
including 146.00 201.00 55.00 4.29 2.07 1.48 0.47 0.17 489 232 112 52 18 5
WI21-34 (040/-55) 3.00 117.00 114.00 2.97 1.46 1.02 0.33 0.11 323 134 58 23 9 2
including 3.00 70.00 67.00 3.84 1.89 1.34 0.41 0.15 379 160 69 29 11 3
WI21-35 (080/-55) 1.20 121.00 119.80 3.87 1.87 1.34 0.43 0.15 434 200 88 52 17 6
WI21-36 (108/-80) 1.10 174.00 172.90 2.34 1.14 0.78 0.27 0.09 293 134 59 35 11 4
including 1.10 35.65 34.55 3.45 1.66 1.21 0.38 0.13 374 170 72 37 13 4
including 136.00 174.00 38.00 3.02 1.46 1.05 0.33 0.12 337 157 68 40 13 4
WI21-37 (108/-45) 2.00 139.85 137.85 3.19 1.56 1.10 0.35 0.12 351 144 66 30 11 3
including 2.00 57.00 55.00 4.00 1.96 1.38 0.42 0.15 427 164 76 35 12 3
WI21-38 (220/-70) 1.35 82.00 80.65 3.08 1.50 1.07 0.33 0.12 346 154 70 40 13 4
including 1.35 24.75 23.4 6.01 2.91 2.14 0.62 0.23 607 246 114 60 20 6

A series of short drill holes WI21-41 (-55o dip / 025o azimuth), WI21-42 (-70o dip / 025o azimuth), and WI21-43 (-85o dip / 045o azimuth) totalling 285 metres successfully delineated the northeast margin of the deposit. Drill hole WI21-43 intersected several carbonate dykes, syenite and limestone host rocks above resource cut-off averaging 0.55% TREO over 113 metres (Figure 3).    

Figure 1. Drill Section Holes WI21-36, WI21-37, and WI21-39

Figure 2. Drill Section Holes WI21-33, WI21-36, and WI21-40

Figure 3. Drill Section Holes WI21-43 and WI21-44

About the Wicheeda REE Property

The 100% owned 2,008-hectare Wicheeda REE Property, located approximately 80 km northeast of the city of Prince George, British Columbia, is readily accessible by all-weather gravel roads and is near infrastructure, including power transmission lines, the CN railway, and major highways.

The Wicheeda REE Project yielded a robust 2021 PEA that demonstrated an after-tax net present value (NPV@8%) of $517 million, and 18% IRR[1]. A unique advantage of the Wicheeda REE Project is the production of a saleable high-grade flotation-concentrate. The PEA contemplates a 1.8 Mtpa (million tonnes per year) mill throughput open pit mining operation with 1.75:1 (waste:mill feed) strip ratio over a 19 year mine (project) life producing and average of 25,423 tonnes REO annually. A Phase 1 initial pit strip ratio of 0.63:1 (waste:mill feed) would yield rapid access to higher grade surface mineralization in year 1 and payback of $440 million initial capital within 5 years.

Methodology and QA/QC

The analytical work reported on herein was performed by ALS Canada Ltd. (ALS) at Langley (sample preparation) and Vancouver (ICP-MS fusion), B.C. ALS is an ISO-IEC 17025:2017 and ISO 9001:2015 accredited geoanalytical laboratory and is independent of the Defense Metals and the QP. Drill core samples were subject to crushing at a minimum of 70% passing 2 mm, followed by pulverizing of a 250-gram split to 85% passing 75 microns. A 0.1-gram sample pulp was then subject to multi-element ICP-MS analysis via lithium-borate fusion to determine individual REE content (ME-MS81h). Defense Metals follows industry standard procedures for the work carried out on the Wicheeda Project, with a quality assurance/quality control (QA/QC) program. Blank, duplicate, and standard samples were inserted into the sample sequence sent to the laboratory for analysis. Defense Metals detected no significant QA/QC issues during review of the data.

Qualified Person

The scientific and technical information contained in this news release as it relates to the Wicheeda REE Project has been reviewed and approved by Kristopher J. Raffle, P.Geo. (BC) Principal and Consultant of APEX Geoscience Ltd. of Edmonton, AB, a director of Defense Metals and a “Qualified Person” as defined in NI 43-101. Mr. Raffle verified the data disclosed which includes a review of the sampling, analytical and test data underlying the information and opinions contained therein.  

About Defense Metals Corp.

Defense Metals Corp. is a mineral exploration and development company focused on the acquisition, exploration and development of mineral deposits containing metals and elements commonly used in the electric power market, defense industry, national security sector and in the production of green energy technologies, such as, rare earths magnets used in wind turbines and in permanent magnet motors for electric vehicles. Defense Metals owns 100% of the Wicheeda Rare Earth Element Property located near Prince George, British Columbia, Canada. Defense Metals Corp. trades in Canada under the symbol “DEFN” on the TSX Venture Exchange, in the United States, under “DFMTF” on the OTCQB and in Germany on the Frankfurt Exchange under “35D”.

For further information, please contact:

Todd Hanas, Bluesky Corporate Communications Ltd.

Vice President, Investor Relations

Tel: (778) 994 8072

Email: todd@blueskycorp.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.

Cautionary Statement Regarding “Forward-Looking” Information

This news release contains “forward?looking information or statements” within the meaning of applicable securities laws, which may include, without limitation, statements relating to advancing the Wicheeda REE Project, drill results including anticipated timeline of such results/assays, the Company’s plans for its Wicheeda REE Project, expanded resource and scale of expanded resource, expected results and outcomes, the technical, financial and business prospects of the Company, its project and other matters. All statements in this news release, other than statements of historical facts, that address events or developments that the Company expects to occur, are forward-looking statements. Although the Company believes the expectations expressed in such forward-looking statements are based on reasonable assumptions, such statements are not guarantees of future performance and actual results may differ materially from those in the forward-looking statements. Such statements and information are based on numerous assumptions regarding present and future business strategies and the environment in which the Company will operate in the future, including the price of rare earth elements, the anticipated costs and expenditures, the ability to achieve its goals, that general business and economic conditions will not change in a material adverse manner, that financing will be available if and when needed and on reasonable terms. Such forward-looking information reflects the Company’s views with respect to future events and is subject to risks, uncertainties and assumptions, including the risks and uncertainties relating to the interpretation of exploration results, risks related to the inherent uncertainty of exploration and cost estimates, the potential for unexpected costs and expenses and those other risks filed under the Company’s profile on SEDAR at www.sedar.com. While such estimates and assumptions are considered reasonable by the management of the Company, they are inherently subject to significant business, economic, competitive and regulatory uncertainties and risks. Factors that could cause actual results to differ materially from those in forward looking statements include, but are not limited to, continued availability of capital and financing and general economic, market or business conditions, adverse weather and climate conditions, failure to maintain or obtain all necessary government permits, approvals and authorizations, failure to maintain community acceptance (including First Nations), risks relating to unanticipated operational difficulties (including failure of equipment or processes to operate in accordance with specifications or expectations, cost escalation, unavailability of materials and equipment, government action or delays in the receipt of government approvals, industrial disturbances or other job action, and unanticipated events related to health, safety and environmental matters), risks relating to inaccurate geological and engineering assumptions, decrease in the price of rare earth elements, the impact of Covid-19 or other viruses and diseases on the Company’s ability to operate, an inability to predict and counteract the effects of COVID-19 on the business of the Company, including but not limited to, the effects of COVID-19 on the price of commodities, capital market conditions, restriction on labour and international travel and supply chains, loss of key employees, consultants, or directors, increase in costs, delayed drilling results, litigation, and failure of counterparties to perform their contractual obligations. The Company does not undertake to update forward?looking statements or forward?looking information, except as required by law.


[1] Independent Preliminary Economic Assessment for the Wicheeda Rare Earth Element Project, British Columbia, Canada, dated January 6, 2022, with an effective date of November 7, 2021, and prepared by SRK Consulting (Canada) Inc. is filed under Defense Metals Corp.’s Issuer Profile on SEDAR (www.sedar.com).

Avivagen Secures New Influential Customer in Mexico



Avivagen Secures New Influential Customer in Mexico

Research, News, and Market Data on Avivagen

 

Ottawa, ON /Business Wire/ March 8, 2022 /– Avivagen Inc.  (TSXV:VIV, OTCQB:VIVXF) (“Avivagen”), a life sciences corporation focused on developing and commercializing products for livestock, companion animal and human applications that safely enhances feed intake and supports immune function, thereby supporting general health and performance, is pleased to announce that a large, influential and industry-leading poultry producer in Mexico has placed an order for its OxC-beta Livestock™ product, through Avivagen’s Mexican consultant Meyenberg International Group.

The sale follows a successful customer evaluation trial confirming that OxC-betaTM Livestock increased productivity, flock health, uniformity and improved skin pigmentation within its operations. This small initial order is expected to be delivered in Q2.  Based on discussions with the customer, Avivagen anticipates receiving increasingly larger orders in the coming quarters as the customer implements OxC-beta in an increasing number of its contract farms.

“This new purchase, while modest,  is continued proof that once large and reputable food producers begin to trial OxC-beta, they consistently see strong results in improved health and production,” says Kym Anthony, Chief Executive Officer, Avivagen. “We’re excited to increase our reach in Mexico, and we expect our relationship with this high-profile customer to grow over the coming months.”

The sale has twofold significance. First, this customer is a relatively large producer with the capacity to regularly use a considerable quantity of OxC-beta in its operations. Thus, they represent an important potential recurring revenue stream for Avivagen. Secondly, the company is a prominent member of ANFACA, a producer association with a large membership based in Jalisco, Mexico. The adoption of OxC-beta in their operations provides other potential customers in the region with validation of the product’s effectiveness under local conditions and will help facilitate additional new sales.

The Mexico Animal feed market is expected to expand to more than US$8 billion by 2025. Growth in the Mexico poultry industry is noted as a key driver of that growth.[i]

About Avivagen
Avivagen is a life sciences corporation focused on developing and commercializing products for livestock, companion animal and human applications that, by safely supporting immune function, promote general health and performance.  It is a public corporation traded on the TSX Venture Exchange under the symbol VIV and is headquartered in Ottawa, Canada, based in partnership facilities of the National Research Council of Canada. For more information, visit www.avivagen.com. The contents of the website are expressly not incorporated by reference in this press release.

About OxC-beta™ Technology and OxC-beta™ Livestock
Avivagen’s OxC-beta™ technology is derived from Avivagen discoveries about ?-carotene and other carotenoids, compounds that give certain fruits and vegetables their bright colours. Through support of immune function the technology provides a non-antibiotic means of promoting health and growth. OxC-beta™ Livestock is a proprietary product shown to be an effective and economic alternative to the antibiotics commonly added to livestock feeds. The product is currently available for sale in the United States, Philippines, Mexico, Taiwan, New Zealand, Thailand, Brazil, Australia, and Malaysia.

Avivagen’s OxC-beta™ Livestock product is safe, effective and could fulfill the global mandate to remove all in-feed antibiotics as growth promoters. Numerous international livestock trials with poultry and swine using OxC-beta™ Livestock have proven that the product performs as well as, and, sometimes, in some aspects, better than in-feed antibiotics.

Forward Looking Statements
This news release includes certain forward-looking statements that are based upon the current expectations of management. Forward-looking statements involve risks and uncertainties associated with the business of Avivagen Inc. and the environment in which the business operates. Any statements contained herein that are not statements of historical facts may be deemed to be forward-looking, including those identified by the expressions “aim”, “anticipate”, “appear”, “believe”, “consider”, “could”, “estimate”, “expect”, “if”, “intend”, “goal”, “hope”, “likely”, “may”, “plan”, “possibly”, “potentially”, “pursue”, “seem”, “should”, “whether”, “will”, “would” and similar expressions.

Statements set out in this news release relating to the expectations for the new customer to order more and larger orders of Avivagen product, the anticipated benefits of the new customer relationship to Avivagen, future growth and prospects for Avivagen and the possibility for OxC-beta™ Livestock to replace antibiotics in livestock feeds as growth promoters are forward-looking statements. These forward-looking statements are subject to a number of risks and uncertainties that could cause actual results or events to differ materially from current expectations. For instance, the new customer is under no obligation to order Avivagen products in the future and could stop ordering at any time, the benefits Avivagen anticipates from this new customer relationship may not be realized, Avivagen’s products may not gain market acceptance or regulatory approval in new jurisdictions or for new applications and may not be widely accepted as a replacement for antibiotics as growth promoters in livestock feeds due to many factors, many of which are outside of Avivagen’s control.  Readers are referred to the risk factors associated with the business of Avivagen set out in Avivagen’s most recent management’s discussion and analysis of financial condition available at www.SEDAR.com. Except as required by law, Avivagen assumes no obligation to update the forward-looking statements, or to update the reasons why actual results could differ from those reflected in the forward-looking statements.

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

For more information:
Avivagen Inc.
Drew Basek
Director of Investor Relations
100 Sussex Drive, Ottawa, Ontario, Canada K1A 0R6 Phone: 416-540-0733
E-mail: d.basek@avivagen.com

Kym Anthony
Chief Executive Officer
100 Sussex Drive, Ottawa, Ontario, Canada K1A 0R6 Head Office Phone: 613-949-8164
Website: www.avivagen.com

Source: Avivagen

Vectrus (VEC) – A Transformational Combination; Reports 4Q21 Results

Tuesday, March 08, 2022

Vectrus (VEC)
A Transformational Combination; Reports 4Q21 Results

Vectrus Inc is a U.S.-based company that provides services to the U.S. government. It operates as one segment and offer facility and logistics services and information technology and network communications services. The information technology and network communications capabilities consist of communications systems operations and maintenance, management and service support, systems installation and activation, system-of-systems engineering and software development, and mission support for the department of defense. The facility and logistics service include airfield management, ammunition management, civil engineering, communications, emergency services, life support activities, public works, security, transportation operations and others.

Joe Gomes, Senior Research Analyst, Noble Capital Markets, Inc.

Joshua Zoepfel, Research Associate, Noble Capital Markets, Inc.

Refer to the full report for the price target, fundamental analysis, and rating.

    Vertex Combination. Yesterday, Vectrus announced it is combining with The Vertex Company in an all-stock merger that values Vertex at $2.1 billion. The combined company will offer significantly expanded technology and service capabilities, delivering a comprehensive suite of integrated solutions and critical service offerings to support national security readiness and modernization initiatives around the world.

    Through the $2.5 billion, 7% Margin Goal.  With pro forma 2021 combined revenue of $3.4 billion and adjusted EBITDA of $283 million, or an 8.3% margin, Vectrus will exceed its $2.5 billion, 7% adjusted EBITDA margin goal. Significantly, the combined entity’s $11.3 billion backlog provides high revenue visibility with the potential of increased adjusted EBITDA margin going forward …


This research is provided by Noble Capital Markets, Inc., a FINRA and S.E.C. registered broker-dealer (B/D).

*Analyst certification and important disclosures included in the full report. NOTE: investment decisions should not be based upon the content of this research summary. Proper due diligence is required before making any investment decision. 

Ocugen (OCGN) – COVAXIN Pediatric EUA Declined But Majority of Expected Market Unaffected

Monday, March 07, 2022

Ocugen (OCGN)
COVAXIN Pediatric EUA Declined, But Majority of Expected Market Unaffected

Ocugen Inc is a clinical stage biopharmaceutical company. It is focused on discovering, developing and commercializing a pipeline of innovative therapies that address rare and underserved eye diseases. Ocugen offers a diversified ophthalmology portfolio that includes novel gene therapies, biologics, and small molecules and targets a broad range of high-need retinal and ocular surface diseases.

Robert LeBoyer, Vice President, Research Analyst, Life Sciences, Noble Capital Markets, Inc.

Refer to the full report for the price target, fundamental analysis, and rating.

    FDA Has Denied The Pediatric Emergency Use Application (EUA).  Ocugen has announced that the FDA has declined its EUA for pediatric use in the ages 2 through 18 group. Although its approval would have been positive sign for full product BLA approval, we do not believe its denial will have any impact on the BLA for adult use.

    BLA Application for Adult Use Is Unaffected.  Ocugen did not give details about the reasons for the denial, only saying that it will “continue working with the FDA to evaluate the the regulatory pathway for COVAXIN.” We believe the FDA is highly unlikely to approve additional COVID-19 products under Emergency Use guidelines, and that the COVAXIN pediatric indication submission will be reviewed …


This Company Sponsored Research is provided by Noble Capital Markets, Inc., a FINRA and S.E.C. registered broker-dealer (B/D).

*Analyst certification and important disclosures included in the full report. NOTE: investment decisions should not be based upon the content of this research summary. Proper due diligence is required before making any investment decision. 

Release – Vectrus Announces Fourth Quarter and Full-Year 2021 Results

 



Vectrus Announces Fourth Quarter and Full-Year 2021 Results

Research, News, and Market Data on Vectrus

 

– 2021 revenue +28% Y/Y to $1,784 million; Q4 revenue +18% Y/Y to $419.4 million
– 2021 Operating income of $62.0 million; Adjusted EBITDA margin¹ of 4.7%
– 2021 fully diluted EPS of $3.86; Q4 fully diluted EPS of $0.63
– 2021 Adjusted diluted EPS¹ of $4.77; Q4 Adjusted diluted EPS¹ of $0.90
– Strong 2021 operating cash flow generation of $61.3 million
– Backlog of $5.0 billion; Several new wins expand market diversity
– Separately announces Definitive Agreement to combine with Vertex
– Conference call changed to today, March 7th, 8:00 AM E.T.

COLORADO SPRINGS, Colo., March 7, 2022 /PRNewswire/ — Vectrus, Inc. (NYSE:VEC) announced fourth quarter and full-year 2021 financial results.

“This year, Vectrus continued its strong momentum in the converged market, and our financial results for the fourth quarter and full-year 2021 underscore the successful execution of our growth strategy with year-on-year total and organic revenue growth of approximately 28% and 10%, respectively,” said Chuck Prow, Chief Executive Officer of Vectrus. “Our team showcased its agility to meet the unique needs of our clients by successfully supporting several important missions, including Pacific Defender, a major contingency task order in INDOPACOM, supporting the Afghanistan refugee mission to support the Non-Combatant Evacuation Operation as well as supporting the Department of Defense with the establishment of a water supply system for military housing at Red Hill, Hawaii. Additionally, we demonstrated our ability to support operations of larger size and scope by phasing in all the CENTCOM task orders under the LOGCAP V Contract. These task orders provide substantial revenue visibility for the next several years.”

“This year, we also won the five-year, $44 million AFCAP V Saudi Foreign Military Sales Task Order, our first win in the Kingdom of Saudi Arabia, to provide base operation support to the Air Force, and we finished the year by winning the Fort Benning Logistics Support task order, a five-year, $250 million award under the Enhanced Army Global Logistics Enterprise (EAGLE) IDIQ Contract. Fort Benning is one of the DoD’s Power Projection Platforms, that supports the Army’s ability to strategically deploy its high priority active and reserve component units. This award builds on our existing EAGLE task order to support the Logistics Readiness Center at Fort Bragg, another power projection platform, that has recently supported the deployment of troops to the European Area of Operation.”

“Subsequent to the fourth quarter, Vectrus was selected to complete the final phases of application development for the 5G Naval Base Coronado Smart Warehouse. This effort is part of the DoD’s $600 million 5G experimentation and testing initiative, originally awarded in 2020. Vectrus successfully demonstrated a Converged Environment solution, addressing NAVSUP operational challenges through the implementation of advanced technology applications. The Smart Warehouse is a continued demonstration of our Converged Environment portfolio of mission essential solutions, which integrate base operations support, supply chain and logistics, IT and network operations, engineering and digital integration, and security, to help increase efficiency, reduce costs, improve readiness and cybersecurity, and strengthen national security. We look forward to bringing next-generation efficiencies to the naval logistics operations.”

Prow concluded, “All of these impressive accomplishments are a testament to our teams’ 24/7 dedication to our clients and supporting their critical missions.”

Fourth Quarter 2021 Results

“Our fourth quarter and full-year 2021 financial results demonstrate the resilience of our business model and commitment to maintaining a strong balance sheet,” said Susan Lynch, Senior Vice President and Chief Financial Officer. “We are pleased to finish 2021 in a strong financial position, with organic revenue growth and significant cash generation, and we are excited to build on this momentum in 2022.”

Fourth quarter revenue was $419 million up 18% year-on-year as compared to the same period last year. Revenue grew year-on-year as a result of the company’s two acquisitions on December 31, 2020. Organic revenue grew by $3.2 million, or 0.9%, reflecting the transition to LOGCAP V Kuwait and Iraq task orders and completion of certain programs, including the Afghanistan Evacuation Operation.

Operating income was $10.0 million or 2.4% margin. M&A and integration related expenses were $1.0 million and the amortization of acquired intangible assets were $2.5 million. Adjusted operating income1 was $13.6 million or 3.2% margin. EBITDA1 was $14.3 million, or 3.4% margin. Adjusted EBITDA1 was $15.3 million, with a margin of 3.6%, compared to $17.9 million and 5.0% in 2020. The year-on-year margin was impacted by the phase-in of new awards, program completions, contract mix and considerable material and pass through content which carries a lower margin.

Fully diluted EPS was $0.63, reflecting the above-mentioned M&A and integration-related costs. Adjusted diluted EPS1 for the fourth quarter was $0.90 as compared to $1.25 in 2020. Adjusted diluted EPS1 was impacted by lower margins in the quarter, higher interest expense due to the company’s two acquisitions in December 2020 and higher depreciation expense.

Full-Year 2021 Results

Full-year revenue was $1.784 billion, up 28% year-on-year.  Organic revenue increased 10% in 2021, driven by new contract wins, base expansion, and phase-ins. The Company reported operating income of $62.0 million, with an operating margin of 3.5%,  Adjusted operating income1 was $76.6 million, with a 4.3% margin, which is an improvement from $52.2 million and 3.7% from the prior year. The increase in operating income resulted from the acquisitions of Zenetex and HHB and improved program performance throughout the year.

Full-year EBITDA1 was $78.6 million and a margin of 4.4%.  Adjusted EBITDA1 was $83.1 million with a 4.7% margin.

Full-year diluted EPS was $3.86, favorably impacted by the recognition of tax credits from prior years. Adjusted diluted EPS1 for 2021 was $4.77, as compared to $3.36 in 2020.

Cash provided by operating activities for the year were $61.3 million, compared to $64.1 million in 2020. Cash flow in the prior year benefitted from the CARES Act by $13.2 million. Lynch continued, “our strong cash generation is due to efficient collections and working capital management on programs. Excluding the prior year benefit of the CARES Act payroll tax deferrals, year-to-date cash flow from operations improved 20% over last year.”

During the year, Vectrus lowered its debt balance by $73.6 million resulting in an ending balance of $105.4 million.  Cash at year-end was $38.5 million down from $66.9 million.  Total liquidity as of December 31, 2021, was more than $200 million. Total consolidated indebtedness to consolidated EBITDA1 (total leverage ratio) was 1.20x.

Total backlog as of December 31, 2021 was $5 billion and funded backlog was $1 billion. The trailing twelve-month book-to-bill was 1.0x.

2022 Guidance

Guidance for 2022 is as follows:

$ millions, except for EBITDA margins and per share amounts

2022 Guidance

2022 Mid-Point

Revenue

$1,820

to

$1,860

$1,840

Operating Income Margin

3.4  %

to

3.6  %

3.5  %

Adjusted EBITDA Margin1

4.5  %

to

4.7  %

4.6  %

Earnings Per Share

$3.72

to

$4.08

$3.90

Adjusted Diluted Earnings Per Share1

$4.57

to

$4.93

$4.74

Net Cash Provided by Operating Activities

$50.0

to

$53.5

$51.75

Forward-looking statements are based upon current expectations and are subject to factors that could cause actual results to differ materially from those suggested here, including those factors set forth in the Safe Harbor Statement below. 

Vertex Transaction and Conference Call Information

In a separate press release issued today, Vectrus announced that it has entered into an all-stock merger transaction with The Vertex Company to create a leading global provider of mission-essential solutions. The merger is expected to close in the third quarter of 2022, subject to satisfaction of customary closing conditions, including receipt of regulatory and Vectrus shareholder approvals.

As a result of this announcement, management will conduct a conference call with analysts and investors at 8:00 a.m. ET on Monday, March 7, 2022. U.S.-based participants may dial in to the conference call at 877-407-0792, while international participants may dial 201-689-8263. A live webcast of the conference call as well as an accompanying slide presentation will be available on the Vectrus Investor Relations website at http://investors.vectrus.com or https://www.webcaster4.com/Webcast/Page/1431/44827.

A replay of the conference call will be posted on the Vectrus website shortly after completion of the call and will be available for one year. A telephonic replay will also be available through March 21, 2022, at 844-512-2921 (domestic) or 412-317-6671 (international) with passcode 13727760. 

Footnotes:
1 See “Key Performance Indicators and Non-GAAP Financial Measures” for reconciliation.

About Vectrus

For more than 70 years, Vectrus has provided critical mission support for our customers’ toughest operational challenges. As a high-performing organization with exceptional talent, deep domain knowledge, a history of long-term customer relationships, and groundbreaking technical expertise, we deliver innovative, mission-matched solutions for our military and government customers worldwide. Whether it’s base operations support, supply chain and logistics, IT mission support, engineering and digital integration, security, or maintenance, repair and overhaul, our customers count on us for on-target solutions that increase efficiency, reduce costs, improve readiness, and strengthen national security. Vectrus is headquartered in Colorado Springs, Colo., and includes about 8,100 employees spanning 205 locations in 28 countries. In 2021, Vectrus generated sales of $1.8 billion. For more information, visit the company’s website at www.vectrus.com or connect with Vectrus on Facebook, Twitter, and LinkedIn.

FORWARD-LOOKING STATEMENTS

Certain material presented in this press release includes forward-looking statements intended to qualify for the safe harbor from liability established by the Act. These forward-looking statements include, but are not limited to, Vectrus may be unable to obtain shareholder approval as required for the Transaction; conditions to the closing of the Transaction may not be satisfied; the possibility that anticipated benefits of the Transaction may not be realized or may take longer to realize than expected; the possibility that costs related to Vectrus’s integration of Vertex’s operations may be greater than expected and/or that revenues following the Transaction may be lower than expected; Vectrus’s business may suffer as a result of uncertainty surrounding the Transaction and disruption of management’s attention due to the Transaction; the outcome of any legal proceedings that arise that are related to the Transaction; Vectrus may be adversely affected by other economic, business, and/or competitive factors; the risk that Vectrus may be unable to obtain governmental and regulatory approvals required for the Transaction, or that required governmental and regulatory approvals may delay the Transaction or result in the imposition of conditions that could reduce the anticipated benefits from the Transaction or cause the parties to abandon the Transaction; the impact of legislative, regulatory, competitive and technological changes; the occurrence of any event, change or other circumstances that could give rise to the termination of the merger agreement; the effect of the Transaction on the ability of Vectrus to retain and maintain relationships with both Vectrus’s and Vertex’s customers, including the U.S. Government; other risks to the consummation of the merger, including the risk that the merger will not be consummated within the expected time period or at all; responses from customers and competitors to the Transaction; the risk that the integration of Vertex may distract management from other important matters; results from the Transaction may be different than those anticipated; statements about Vectrus’s 2022 performance outlook, five-year growth plan, revenue, DSO, contract opportunities, the impacts of COVID-19, and any discussion of future operating or financial performance.

Whenever used, words such as “may,” “are considering,” “will,” “likely,” “anticipate,” “estimate,” “expect,” “project,” “intend,” “plan,” “believe,” “target,” “could,” “potential,” “continue,” “goal” or similar terminology are forward-looking statements. These statements are based on the beliefs and assumptions of our management based on information currently available to management.

These forward-looking statements are not guarantees of future performance, conditions or results, and involve a number of known and unknown risks, uncertainties, assumptions and other important factors, many of which are outside our management’s control, that could cause actual results to differ materially from the results discussed in the forward-looking statements. For a discussion of some of the risks and important factors that could cause actual results to differ from such forward-looking statements, see the risks and other factors detailed from time to time in our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, and other filings with the U.S. Securities and Exchange Commission.

We undertake no obligation to update any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.

Additional Information and Where to Find It

In connection with the Transaction, Vectrus plans to file with the SEC and mail or otherwise provide to its shareholders a proxy statement/prospectus regarding the Transaction. BEFORE MAKING ANY VOTING DECISION, VECTRUS’S SHAREHOLDERS ARE URGED TO READ THE PROXY STATEMENT/PROSPECTUS IN ITS ENTIRETY WHEN IT BECOMES AVAILABLE AND ANY OTHER DOCUMENTS FILED BY VECTRUS WITH THE SEC IN CONNECTION WITH THE PROPOSED TRANSACTION OR INCORPORATED BY REFERENCE THEREIN BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION AND THE PARTIES TO THE PROPOSED TRANSACTION. Investors and shareholders will be able to obtain a free copy of the proxy and other documents containing important information about Vectrus and Vertex, once such documents are filed with the SEC, through the website maintained by the SEC at www.sec.gov. Vectrus makes available free of charge at www.vectrus.com (in the “Investors” section), copies of materials it files with, or furnishes to, the SEC.

Participants in Solicitation

Vectrus, its directors and certain of its respective executive officers may be considered participants in the solicitation of proxies in connection with the Transaction. Information about the directors and executive officers of Vectrus is set forth in Vectrus’s Annual Report on Form 10-K for the fiscal year ended December 31, 2020, which was filed with the SEC on March 2, 2021, and its definitive proxy statement for the 2021 annual meeting of shareholders, which was filed with the SEC on March 23, 2021, certain of its Quarterly Reports on Form 10-Q and certain of its Current Reports filed on Form 8-K. To the extent the holdings of securities of Vectrus by Vectrus’s directors and executive officers have changed since the amounts set forth in Vectrus’s proxy statement for its 2021 annual meeting of shareholders, such changes have been or will be reflected on Statements of Change in Ownership on Form 4 filed with the SEC. Additional information regarding the interests of such individuals in the Transaction will be included in the proxy statement/prospectus relating to the Transaction when it is filed with the SEC. These documents can be obtained free of charge from the sources indicated above. Additional information regarding the participants in the proxy solicitations and a description of their direct and indirect interests, by security holdings or otherwise, may be obtained by reading the definitive proxy statement regarding the acquisition described above.

 

VECTRUS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF INCOME






Year Ended December 31,

(In thousands, except per share data)


2021


2020


2019

Revenue


$   1,783,665


$   1,395,529


$   1,382,525

Cost of revenue


1,623,245


1,271,375


1,254,560

Selling, general, and administrative expenses


98,400


80,679


78,316

Operating income


62,020


43,475


49,649

Interest expense, net


(7,985)


(4,793)


(6,470)

Income from operations before income taxes


54,035


38,682


43,179

Income tax expense


8,307


1,731


10,003

Net income


$        45,728


$        36,951


$        33,176








Earnings per share







Basic


$           3.91


$            3.19


$            2.90

Diluted


$           3.86


$            3.14


$            2.86

Weighted average common shares outstanding – basic


11,705


11,599


11,444

Weighted average common shares outstanding – diluted


11,836


11,751


11,612

 

VECTRUS, INC. 

CONSOLIDATED BALANCE SHEETS






December 31,

(In thousands, except per share data)


2021


2020

Assets





Current assets





Cash and cash equivalents


$           38,513


$           66,949

Restricted cash



1,778

Receivables


348,605


314,959

Prepaid expenses


21,160


16,083

Other current assets


15,062


8,619

Total current assets


423,340


408,388

Property, plant, and equipment, net


23,758


22,573

Goodwill


321,734


339,702

Intangible assets, net


66,582


48,105

Right-of-use assets


43,651


18,718

Other non-current assets


10,394


6,325

Total non-current assets


466,119


435,423

Total Assets


$         889,459


$         843,811

Liabilities and Shareholders’ Equity





Current liabilities





Accounts payable


$         212,533


$         159,586

Compensation and other employee benefits


80,284


79,568

Short-term debt


10,400


8,600

Other accrued liabilities


55,031


40,657

Total current liabilities


358,248


288,411

Long-term debt, net


94,246


168,751

Deferred tax liability


32,214


39,386

Operating lease liability


34,536


13,970

Other non-current liabilities


20,128


28,355

 Total non-current liabilities


181,124


250,462

Total liabilities


539,272


538,873

Commitments and contingencies (Note 15)





 Shareholders’ Equity





Preferred stock; $0.01 par value; 10,000 shares authorized; No shares issued and outstanding



Common stock; $0.01 par value; 100,000 shares authorized; 11,738 and 11,625 shares issued and outstanding as of December 31, 2021 and 2020, respectively                                      


117


116

Additional paid in capital


88,116


82,823

Retained earnings


267,754


222,026

Accumulated other comprehensive loss


(5,900)


(27)

Total shareholders’ equity


350,087


304,938

Total Liabilities and Shareholders’ Equity


$         889,459


$         843,811

 

VECTRUS, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS






Year Ended December 31,

(In thousands)


2021


2020


2019

Operating activities







Net income


$

45,728



$

36,951



$

33,176


Adjustments to reconcile net income to net cash provided by operating activities:

Depreciation expense


6,526



4,097



3,379


Amortization of intangible assets


10,028



4,029



3,111


(Gain) loss on disposal of property, plant, and equipment


65



(14)



62


Stock-based compensation


8,331



9,445



8,262


Amortization of debt issuance costs


912



386



404


Changes in assets and liabilities:







Receivables


(36,376)



1,000



(21,053)


Prepaid expenses


(5,178)



(3,588)



(5,610)


Other assets


(7,667)



(3,644)



7,147


Accounts payable


56,985



(2,680)



(11,733)


Deferred taxes


(7,280)



(10,665)



(7,173)


Compensation and other employee benefits


1,133



12,004



9,652


Other liabilities


(11,868)



16,760



7,933


Net cash provided by operating activities


61,339



64,081



27,557


Investing activities







Purchases of capital assets and intangibles


(9,776)



(4,500)



(16,151)


Proceeds from the disposition of assets


16



84



5,400


Acquisition of business, net of cash acquired


262



(133,609)



(45,074)


Contribution to joint venture


(3,145)






Net cash (used in) investing activities


(12,643)



(138,025)



(55,825)


Financing activities







Repayments of long-term debt


(8,600)



(6,500)



(4,500)


Proceeds from revolver


529,000



314,000



333,500


Repayments of revolver


(594,000)



(199,000)



(333,500)


Proceeds from exercise of stock options


379



59



3,672


Payment of debt issuance costs


(17)



(830)




Payments of employee withholding taxes on share-based compensation


(2,347)



(1,955)



(1,068)


Net cash provided by (used in) financing activities


(75,585)



105,774



(1,896)


Exchange rate effect on cash


(3,325)



1,579



(663)


Net change in cash, cash equivalents and restricted cash


(30,214)



33,409



(30,827)


Cash, cash equivalents and restricted cash – beginning of year


68,727



35,318



66,145


Cash, cash equivalents and restricted cash – end of year


$

38,513



$

68,727



$

35,318


Supplemental Disclosure of Cash Flow Information:







Interest paid


$

5,801



$

3,717



$

6,229


Income taxes paid


$

9,703



$

14,520



$

4,511


Purchase of capital assets on account


$

277



$

2,226



$

556


Non-GAAP Measures

This press release includes certain non-GAAP financial measures, including EBITDA and Pro forma Adjusted EBITDA. These financial measures are not prepared in accordance with accounting principles generally accepted in the United States and may be different from non-GAAP financial measures used by other companies. Vertex and Vectrus believe that the use of these non-GAAP financial measures provides an additional tool for investors to use in evaluating ongoing operating results and trends. These non-GAAP measures with comparable names should not be considered in isolation from, or as an alternative to, financial measures determined in accordance with GAAP.

 

Adjusted Net Income, Adjusted Diluted Earnings Per
Share (Non-GAAP Measures)









($K, except per share data)


Three Months Ended December 31, 2021


M&A,
Integration
and Related Costs


LOGCAP V
Pre-
Operational Legal Costs


Amortization of Acquired  Intangible Assets


Prior Years’ Tax Credits


Three Months Ended December 31, 2021 – Adjusted














Revenue


$       419,409


$                      —


$                     —


$                     —


$                     —


$       419,409

Growth


18.0%










18.0%

Operating income


$         10,017


$                1,039


$                       4


$               2,507


$                     —


$         13,567

Operating margin


2.4%










3.2%














Interest expense, net


$          (1,845)


$                      —


$                     —


$                     —


$                     —


$          (1,845)














Income from operations before income taxes


$            8,172


$                1,039


$                       4


$               2,507


$                     —


$         11,722














Income tax expense


$               685


$                     87


$                     —


$                  210




$              982

Income tax rate


8.4%










8.4%














Net income


$            7,487


$                   952


$                       4


$               2,297


$                     —


$         10,740














Weighted average common shares outstanding, diluted


11,880










11,880














Diluted earnings per share


$              0.63


$                  0.08


$                     —


$                 0.19


$                     —


$             0.90














EBITDA (Non-GAAP Measures)













($K)


Three Months Ended December 31, 2021


M&A,
Integration
and Related Costs


LOGCAP V
Pre-
Operational Legal Costs


Amortization
of Acquired  Intangible Assets


Prior Years’ Tax Credits


Three Months Ended December 31, 2021 – Adjusted

Operating Income


$         10,017


$                1,039


$                       4


$               2,507


$                     —


$         13,567














Add:













Depreciation and amortization


$            4,245


$                      —


$                     —


$            (2,507)


$                     —


$           1,738














EBITDA


$         14,262


$                1,039


$                       4


$                     —


$                     —


$         15,305

EBITDA Margin


3.4%










3.6%

 

Adjusted Net Income, Adjusted Diluted Earnings Per
Share (Non-GAAP Measures)









($K, except per share data)


Three Months Ended December 31, 2020


M&A,
Integration
and Related Costs


LOGCAP V
Pre-
Operational Legal Costs


Amortization of Acquired  Intangible Assets


Prior Years’ Tax Credits


Three Months Ended December 31, 2020 – Adjusted














Revenue


$       355,317


$                     —


$                     —


$                     —


$                     —


$       355,317














Operating income


$         13,725


$               1,960


$                   120


$                   998


$                     —


$         16,803

Operating margin


3.9%










4.7%














Interest expense, net


$              (806)


$                     —


$                     —


$                     —


$                     —


$             (806)














Income from operations before income taxes


$         12,919


$               1,960


$                   120


$                   998


$                     —


$         15,997














Income tax expense


$          (3,862)


$                   451


$                     28


$                   169


$               4,505


$           1,291

Income tax rate


(29.9)%










8.1%














Net income


$         16,781


$               1,509


$                     92


$                   829


$            (4,505)


$         14,706














Weighted average common shares outstanding, diluted


11,782










11,782














Diluted earnings per share


$              1.42


$                 0.13


$                 0.01


$                 0.07


$              (0.38)


$              1.25














EBITDA (Non-GAAP Measures)













($K)


Three Months Ended December 31, 2020


M&A,
Integration
and Related Costs


LOGCAP V
Pre-
Operational Legal Costs


Amortization of Acquired  Intangible Assets


Prior Years’ Tax Credits


Three Months Ended December 31, 2020 – Adjusted

Operating Income


$         13,725


$               1,960


$                   120


$                   998


$                     —


$         16,803














Add:













Depreciation and amortization


$            2,094


$                     —


$                     —


$               (998)


$                     —


$           1,096














EBITDA


$         15,819


$               1,960


$                   120


$                     —


$                     —


$         17,899

EBITDA Margin


4.5%










5.0%

 

Adjusted Net Income, Adjusted Diluted Earnings Per Share (Non-
GAAP Measures)







($K, except per share data)


Twelve Months
Ended December 31, 2021


M&A,
Integration
and Related Costs


LOGCAP V
Pre-
Operational Legal Costs


Amortization of Acquired  Intangible Assets


Prior Years’ Tax Credits


Twelve Months
Ended December 31, 2021 – Adjusted














Revenue


$    1,783,665


$                     —


$                     —


$                     —


$                     —


$    1,783,665

Growth


27.8%










27.8%

Operating income


$         62,020


$               4,323


$                   192


$             10,028


$                     —


$         76,563

Operating margin


3.5%










4.3%














Interest expense, net


$          (7,985)


$                     —


$                     —


$                     —


$                     —


$          (7,985)














Income from operations before income taxes


$         54,035


$               4,323


$                   192


$             10,028


$                     —


$         68,578














Income tax expense


$            8,307


$                   665


$                     30


$               1,542


$               1,524


$         12,068

Income tax rate


15.4%










17.6%














Net income


$         45,728


$               3,658


$                   162


$               8,486


$            (1,524)


$         56,510














Weighted average common shares outstanding, diluted


11,836










11,836














Diluted earnings per share


$              3.86


$                 0.31


$                 0.01


$                 0.72


$              (0.13)


$              4.77














EBITDA (Non-GAAP Measures)













($K)


Twelve Months
Ended December 31, 2021


M&A,
Integration
and Related Costs


LOGCAP V
Pre-
Operational Legal Costs


Amortization of Acquired  Intangible Assets


Prior Years’ Tax Credits


Twelve Months
Ended December 31, 2021 – Adjusted

Operating Income


$         62,020


$               4,323


$                   192


$             10,028


$                     —


$         76,563














Add:













Depreciation and amortization


$         16,554


$                     —


$                     —


$          (10,028)


$                     —


$           6,526














EBITDA


$         78,574


$               4,323


$                   192


$                     —


$                     —


$         83,089

EBITDA Margin


4.4%










4.7%

 

Adjusted Net Income, Adjusted Diluted Earnings Per Share (Non-
GAAP Measures)







($K, except per share data)


Twelve Months
Ended December 31, 2020


M&A,
Integration
and Related Costs


LOGCAP V
Pre-
Operational Legal Costs


Amortization of Acquired  Intangible Assets


Prior Years’ Tax Credits


Twelve Months
Ended December 31, 2020 – Adjusted














Revenue


$    1,395,529


$                     —


$                     —


$                     —


$                     —


$    1,395,529














Operating income


$         43,475


$               4,367


$                   345


$               4,029


$                     —


$         52,216

Operating margin


3.1%










3.7%














Interest expense, net


$          (4,793)


$                     —


$                     —


$                     —


$                     —


$          (4,793)














Income from operations before income taxes


$         38,682


$               4,367


$                   345


$               4,029


$                     —


$         47,423














Income tax expense


$            1,731


$               1,004


$                     76


$                   681


$               4,505


$           7,997

Income tax rate


4.5%










16.9%














Net income


$         36,951


$               3,363


$                   269


$               3,348


$            (4,505)


$         39,426














Weighted average common shares outstanding, diluted


11,751










11,751














Diluted earnings per share


$              3.14


$                 0.29


$                 0.02


$                 0.28


$              (0.38)


$              3.36














EBITDA (Non-GAAP Measures)













($K)


Twelve Months
Ended December 31, 2020


M&A,
Integration
and Related Costs


LOGCAP V
Pre-
Operational Legal Costs


Amortization of Acquired  Intangible Assets


Prior Years’ Tax Credits


Twelve Months
Ended December 31, 2020 – Adjusted

Operating Income


$         43,475


$               4,367


$                   345


$               4,029


$                     —


$         52,216














Add:













Depreciation and amortization


$            8,126


$                     —


$                     —


$              (4,029)


$                     —


$           4,097














EBITDA


$         51,601


$               4,367


$                   345


$                     —


$                     —


$         56,313

EBITDA Margin


3.7%










4.0%

 



Three Months Ended


Three Months Ended


Three Months Ended



December 31, 2021


December 31, 2021


December 31, 2021

($K)


 As Reported


Zenetex & HHB


Organic








Revenue


$                   419,409


$                     60,880


$                        358,529










Three Months Ended


Three Months Ended


Three Months Ended



December 31, 2020


December 31, 2020


December 31, 2020

($K)


As Reported


Zenetex & HHB


Organic








Revenue


$                   355,317


$                            —


$                        355,317








Organic Revenue $






$                            3,212

Organic Revenue %






0.9%










Twelve Months Ended


Twelve Months Ended


Twelve Months Ended



December 31, 2021


December 31, 2021


December 31, 2021

($K)


As Reported


Zenetex & HHB


Organic








Revenue


$                1,783,665


$                   255,340


$                     1,528,325










Twelve Months Ended


Twelve Months Ended


Twelve Months Ended



December 31, 2020


December 31, 2020


December 31, 2020

($K)


As Reported


Zenetex & HHB


Organic








Revenue


$                1,395,529


$                            —


$                     1,395,529








Organic Revenue $






$                        132,796

Organic Revenue %






9.5%

SUPPLEMENTAL INFORMATION

Revenue by client branch, contract type, contract relationship, and geographic region for the periods presented below was as follows: 

Revenue by Client













Year Ended December 31,

(In thousands)

2021


%


2020


%


2019


%

Army

$      1,134,849


64%


$         965,558


69%


$      958,582


69%

Air Force

266,291


15%


299,272


21%


306,767


22%

Navy

224,407


13%


68,748


5%


56,236


4%

Other

158,118


8%


61,951


5%


60,940


5%

Total revenue

$      1,783,665




$      1,395,529




$      1,382,525















Revenue by Contract Type













Year Ended December 31,

(In thousands)

2021


%


2020


%


2019


%

Cost-plus and cost-reimbursable

$      1,271,167


71%


$         955,506


68%


$      1,015,963


73%

Firm-fixed-price

452,112


25%


403,994


29%


334,510


24%

Time and material

$           60,386


4%


$           36,029


3%


$           32,052


3%

Total revenue

$      1,783,665




$      1,395,529




$      1,382,525















Revenue by Contract Relationship













Year Ended December 31,

(In thousands)

2021


%


2020


%


2019


%

Prime contractor

$      1,663,828


93%


$      1,324,628


95%


$      1,312,928


95%

Subcontractor

119,837


7%


70,901


5%


69,597


5%

Total revenue

$      1,783,665




$      1,395,529




$      1,382,525















Revenue by Geographic Region













Year Ended December 31,

(In thousands)

2021


%


2020


%


2019


%

Middle East

$      1,000,877


57%


$         902,162


65%


$         939,685


68%

United States

578,255


32%


328,214


24%


301,991


22%

Europe

142,606


8%


155,169


10%


137,915


10%

Asia

61,927


3%


9,984


1%


2,934


—%

Total revenue

$      1,783,665




$      1,395,529




$      1,382,525



 

CONTACT:

Vectrus
Mike Smith, CFA
719-637-5773
michael.smith@vectrus.com

SOURCE Vectrus, Inc.

Release – Vectrus and Vertex to Combine Creating a Global Leader in Mission-Essential Solutions

 



Vectrus and Vertex to Combine, Creating a Global Leader in Mission-Essential Solutions

Research, News, and Market Data on Vectrus

 

Creates a Leading Government Services Company with 2021 Pro Forma Revenue of Approximately $3.4 Billion, Backlog of Approximately $11.3 Billion, and Adjusted EBITDA of Approximately $283 Million
Expected Annualized Cost Synergies of $20 Million, Resulting in Adjusted EBITDA Margin of More Than 8%
Broadens Portfolio of Solutions and Technologies to Provide Full Life-Cycle Support Across the Converged Environment
Transaction Expected to be Accretive to Adjusted EPS and Free Cash Flow per Share in First Full Year Post-Closing
Companies to Host Conference Call Today at 8:00 A.M. ET

COLORADO SPRINGS, Colo. and MADISON, Miss., March 7, 2022 /PRNewswire/ — Vectrus, Inc. (NYSE: VEC) and The Vertex Company (“Vertex”) today announced that they have entered into an all-stock merger to create a leading global provider of mission-essential solutions.

The combined company will offer significantly expanded technology and service capabilities, delivering a comprehensive suite of integrated solutions and critical service offerings to support national security readiness and modernization initiatives around the world. As U.S. and allied government clients move toward a converged environment, the combined company will be well positioned to meet the mission-essential requirements of its clients while delivering cost savings, increased security and resiliency, and more strategic use of resources.

Together, the combined company would have 2021 pro forma revenue of approximately $3.4 billion and adjusted EBITDA of approximately $283 million, inclusive of $20 million of estimated cost synergies, resulting in an adjusted EBITDA margin of more than 8%. With pro forma backlog of approximately $11.3 billion, the company has high revenue visibility and will benefit from increased scale, balance and diversity. With significant cash flow generation and a strong balance sheet, the combined company will retain flexibility for continued growth.

“The combination of Vectrus and Vertex will create a stronger, more diversified company and one of the leading providers of critical mission solutions and support to defense clients globally,” said Chuck Prow, Chief Executive Officer of Vectrus. “This highly strategic transaction builds on both companies’ accomplishments over the last several years and significantly accelerates our ability to deliver converged solutions while providing enhanced value for our shareholders and other stakeholders.”

Prow continued, “With increased scale and meaningful synergies, the combined company will be more competitive in the national security environment while enhancing the delivery of services to our federal clients. We look forward to combining the strengths of our businesses and teams to build upon both companies’ proud track records of providing critical mission support for our clients’ toughest operational challenges.”

Ed Boyington, President and CEO of Vertex, said, “Vertex and Vectrus share mission-oriented foundations and cultural alignment. By joining forces with Vectrus, we will be better positioned to help the Department of Defense and government agencies achieve their objectives, and in the process, create a stronger organization with greater career development and advancement opportunities for our employees. On behalf of the Vertex team, we remain dedicated to our clients’ missions, and we are very pleased to enter this new phase of growth as a combined company.”

Creating a Differentiated Industry Leader

  • Greater Scale and Improved Competitive Positioning  –  The combination creates a stronger company with greater scale and enhanced ability to compete for more integrated business opportunities. The company will benefit from a more diversified revenue base across geographies, clients, and contract types in supporting missions for the U.S. Department of Defense and other government agencies. The combined company’s contract portfolio will also be more balanced across all agencies served. 
  • Enhanced Portfolio of Technologies and Solutions  – The combined company will be uniquely positioned to better provide full life-cycle support to the most critical and enduring missions. The complementary breadth of capabilities builds on each company’s leading position in their respective markets.
  • Attractive Financial Profile  and Efficient Capital Structure –The transaction is expected to be accretive to Vectrus’s adjusted diluted earnings and free cash flow per share in the first full year following close. The combined company will have significant revenue visibility and expects to generate substantial free cash flow and a pro forma adjusted EBITDA margin profile of more than 8% initially, with plans to improve margins going forward. The combined company will maintain its low capital expenditure business model and benefit from significant tax attributes, allowing for rapid debt reduction. The company will target long-term net debt to EBITDA of 2.0 to 3.0x.
  • Clearly Identified Cost Synergies and Incremental Revenue Opportunities  – The combined company is expected to achieve approximately $20 million in annualized pre-tax net cost synergies by 2024 through efficiencies in supply chain and contract management, shared IT infrastructure, business systems right-sizing, and general corporate costs. The combined capabilities also will create meaningful incremental revenue growth opportunities across the company’s key addressable markets in operations and logistics, aerospace, training, and technology.

Transaction Terms

Under the terms of the merger agreement, Vertex shareholders will own approximately 62% of the combined company on a fully diluted basis, while Vectrus shareholders will own approximately 38%. The transaction implies a value for Vertex of approximately $2.1 billion, or approximately 9.5x 2021 adjusted EBITDA net of $20 million of cost synergies and the present value of Vertex’s existing tax attributes of approximately $160 million.

Leadership and Governance

Upon closing of the transaction, Mr. Prow, CEO of Vectrus, will serve as CEO of the combined company, and Susan Lynch, CFO of Vectrus, will serve as CFO. The broader leadership team will be comprised of executives from both companies.

The combined company’s Board of Directors will be comprised of 11 members, six directors from the current Vectrus board, including Mr. Prow, and five directors appointed by Vertex, including Mr. Boyington, President and CEO of Vertex. An independent member of the current Vectrus Board of Directors will serve as Chairman. The combined company plans to announce the members of the Board of Directors prior to closing.

The combined company will introduce a new name post-closing and will maintain its listing on the NYSE. The company will be headquartered in Northern Virginia, with a significant operating presence maintained in other key locations in the U.S. and around the world.

Shareholder Rights

At closing of the transaction, Vectrus will enter into a shareholders agreement containing certain rights and other terms relating to American Industrial Partners Capital Fund VI LP (AIP) shareholdings following the transaction, including board designation rights that adjust as AIP and the other Vertex shareholders reduce their ownership. Other terms include, among other things, that AIP will be subject to a standstill agreement for so long as it retains board designation rights and that AIP and Vertex’s other shareholders will be subject to a six-month lockup agreement and thereafter will have customary registration rights.

Financing and Approvals

The merger, which was unanimously approved by the Vectrus Board of Directors, is expected to close in the third quarter of 2022, subject to satisfaction of customary closing conditions, including receipt of regulatory and Vectrus shareholder approvals.

Vertex’s capital structure will remain in place and the companies anticipate refinancing Vectrus’s existing debt as part of an upsized Vertex debt capital structure at close.

Vectrus Fourth Quarter and Full-Year 2021 Results

In a separate press release issued today, Vectrus reported its fourth quarter and full-year 2021 financial results.

Advisors

Goldman Sachs & Co. LLC is acting as exclusive financial advisor to Vectrus, and Skadden, Arps, Slate, Meagher & Flom LLP and Covington & Burling LLP are acting as legal counsel. Vectrus was also advised by Ernst & Young and Wolf Den Associates. RBC Capital Markets, LLC and Evercore are acting as financial advisors to Vertex, and Jones Day, Baker Botts LLP and Ropes & Gray LLP are acting as legal counsel. Vertex was also advised by Fairmont Consulting Group.

Conference Call

Management will conduct a conference call with analysts and investors at 8:00 a.m. E.T. today, March 7, 2022. U.S.-based participants may dial in to the conference call at 877-407-0792, while international participants may dial 201-689-8263. A live webcast of the conference call as well as an accompanying slide presentation will be available on the Vectrus Investor Relations website at investors.vectrus.com or https://www.webcaster4.com/Webcast/Page/1431/44827.

A replay of the conference call will be posted on the Vectrus website shortly after completion of the call and will be available for one year. A telephonic replay will also be available at 844-512-2921 (domestic) or 412-317-6671 (international) with passcode 13727760. 

About Vectrus

For more than 70 years, Vectrus has provided critical mission support for our customers’ toughest operational challenges. As a high-performing organization with exceptional talent, deep domain knowledge, a history of long-term customer relationships, and groundbreaking technical expertise, we deliver innovative, mission-matched solutions for our military and government customers worldwide. Whether it’s base operations support, supply chain and logistics, IT mission support, engineering and digital integration, security, or maintenance, repair, and overhaul, our customers count on us for on-target solutions that increase efficiency, reduce costs, improve readiness, and strengthen national security. Vectrus is headquartered in Colorado Springs, Colo., and includes about 8,100 employees spanning 205 locations in 28 countries. In 2021, Vectrus generated sales of approximately $1.8 billion. For more information, visit the company’s website at www.vectrus.com or connect with Vectrus on Facebook, Twitter, and LinkedIn.

About Vertex

The Vertex Company is headquartered in Madison, Mississippi and employs approximately 6,000 employees, over 40 percent of whom are Armed Forces veterans, operating in over 125 locations worldwide. Vertex delivers integrated turnkey lifecycle support from concept definition, to engineering and manufacturing, through end of life support of complex systems and platforms, Vertex offerings include all levels of aviation maintenance, worldwide contractor logistics support, systems engineering and integration, specialized onsite mission execution, high consequence training programs for defense and commercial customers, and integrated supply-chain solutions. Over our 50-year history, we have perfected the balance of cost, schedule, and performance to offer high-quality solutions that consistently exceed customer requirements. Information about Vertex can be found at vtxco.com. Vertex is majority owned by American Industrial Partners Capital Fund VI LP (AIP), a fund managed by an operationally oriented private equity firm with $8 billion of assets under management (for more information on AIP visit americanindustrial.com).

FORWARD-LOOKING STATEMENTS.
Certain material presented in this press release includes forward-looking statements intended to qualify for the safe harbor from liability established by the Act. These forward-looking statements include, but are not limited to, Vectrus may be unable to obtain shareholder approval as required for the Transaction; conditions to the closing of the Transaction may not be satisfied; the possibility that anticipated benefits of the Transaction may not be realized or may take longer to realize than expected; the possibility that costs related to Vectrus’s integration of Vertex’s operations may be greater than expected and/or that revenues following the Transaction may be lower than expected; Vectrus’s business may suffer as a result of uncertainty surrounding the Transaction and disruption of management’s attention due to the Transaction; the outcome of any legal proceedings that arise that are related to the Transaction; Vectrus may be adversely affected by other economic, business, and/or competitive factors; the risk that Vectrus may be unable to obtain governmental and regulatory approvals required for the Transaction, or that required governmental and regulatory approvals may delay the Transaction or result in the imposition of conditions that could reduce the anticipated benefits from the Transaction or cause the parties to abandon the Transaction; the impact of legislative, regulatory, competitive and technological changes; the occurrence of any event, change or other circumstances that could give rise to the termination of the merger agreement; the effect of the Transaction on the ability of Vectrus to retain and maintain relationships with both Vectrus’s and Vertex’s customers, including the U.S. Government; other risks to the consummation of the merger, including the risk that the merger will not be consummated within the expected time period or at all; responses from customers and competitors to the Transaction; the risk that the integration of Vertex may distract management from other important matters; results from the Transaction may be different than those anticipated; statements about Vectrus’s 2022 performance outlook, five-year growth plan, revenue, DSO, contract opportunities, the impacts of COVID-19, and any discussion of future operating or financial performance.

Whenever used, words such as “may,” “are considering,” “will,” “likely,” “anticipate,” “estimate,” “expect,” “project,” “intend,” “plan,” “believe,” “target,” “could,” “potential,” “continue,” “goal” or similar terminology are forward-looking statements. These statements are based on the beliefs and assumptions of our management based on information currently available to management.

These forward-looking statements are not guarantees of future performance, conditions or results, and involve a number of known and unknown risks, uncertainties, assumptions and other important factors, many of which are outside our management’s control, that could cause actual results to differ materially from the results discussed in the forward-looking statements. For a discussion of some of the risks and important factors that could cause actual results to differ from such forward-looking statements, see the risks and other factors detailed from time to time in our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, and other filings with the U.S. Securities and Exchange Commission.

We undertake no obligation to update any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.

Additional Information and Where to Find It
In connection with the Transaction, Vectrus plans to file with the SEC and mail or otherwise provide to its shareholders a proxy statement/prospectus regarding the Transaction. BEFORE MAKING ANY VOTING DECISION, VECTRUS’S SHAREHOLDERS ARE URGED TO READ THE PROXY STATEMENT/PROSPECTUS IN ITS ENTIRETY WHEN IT BECOMES AVAILABLE AND ANY OTHER DOCUMENTS FILED BY VECTRUS WITH THE SEC IN CONNECTION WITH THE PROPOSED TRANSACTION OR INCORPORATED BY REFERENCE THEREIN BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION AND THE PARTIES TO THE PROPOSED TRANSACTION. Investors and shareholders will be able to obtain a free copy of the proxy and other documents containing important information about Vectrus and Vertex, once such documents are filed with the SEC, through the website maintained by the SEC at www.sec.gov. Vectrus makes available free of charge at www.vectrus.com (in the “Investors” section), copies of materials it files with, or furnishes to, the SEC.

Participants in Solicitation
Vectrus, its directors and certain of its respective executive officers may be considered participants in the solicitation of proxies in connection with the Transaction. Information about the directors and executive officers of Vectrus is set forth in Vectrus’s Annual Report on Form 10-K for the fiscal year ended December 31, 2020, which was filed with the SEC on March 2, 2021, and its definitive proxy statement for the 2021 annual meeting of shareholders, which was filed with the SEC on March 23, 2021, certain of its Quarterly Reports on Form 10-Q and certain of its Current Reports filed on Form 8-K. To the extent the holdings of securities of Vectrus by Vectrus’s directors and executive officers have changed since the amounts set forth in Vectrus’s proxy statement for its 2021 annual meeting of shareholders, such changes have been or will be reflected on Statements of Change in Ownership on Form 4 filed with the SEC. Additional information regarding the interests of such individuals in the Transaction will be included in the proxy statement/prospectus relating to the Transaction when it is filed with the SEC. These documents can be obtained free of charge from the sources indicated above. Additional information regarding the participants in the proxy solicitations and a description of their direct and indirect interests, by security holdings or otherwise, may be obtained by reading the definitive proxy statement regarding the acquisition described above.

Non-GAAP Measures
This press release includes certain non-GAAP financial measures, including EBITDA and Pro forma Adjusted EBITDA. These financial measures are not prepared in accordance with accounting principles generally accepted in the United States and may be different from non-GAAP financial measures used by other companies. Vertex and the Company believe that the use of these non-GAAP financial measures provides an additional tool for investors to use in evaluating ongoing operating results and trends. These non-GAAP measures with comparable names should not be considered in isolation from, or as an alternative to, financial measures determined in accordance with GAAP. 

Contact Information

Vectrus
Mike Smith, CFA
michael.smith@vectrus.com
(719) 637-5773

Or

Jim Golden / Scott Bisang / Tim Ragones
Joele Frank, Wilkinson Brimmer Katcher
212-355-4449

The Vertex Company
Rick Mendoza
Richard.mendoza@vtxco.com
(601) 607-6022

SOURCE Vectrus, Inc.

Release – Tonix Pharmaceuticals Announces Collaboration with Massachusetts General Hospital



Tonix Pharmaceuticals Announces Collaboration with Massachusetts General Hospital to Evaluate TNX-1900 (Intranasal Potentiated Oxytocin) for Treating Binge Eating Disorder

Research, News, and Market Data on Tonix Pharmaceuticals

 

An Investigator Initiated Phase 2 Clinical Trial of TNX-1900 In Patients with Binge Eating Disorder Planned for Second Half 2022

Binge Eating Disorder is Estimated to Affect 2.8 Million American Adults1-3

Expands Uses of Tonix’s Proprietary Potentiated Oxytocin for Intranasal Administration to a Potential New Indication

CHATHAM, N.J., March 07, 2022 (GLOBE NEWSWIRE) — Tonix Pharmaceuticals Holding Corp. (Nasdaq: TNXP) (Tonix or the Company), a clinical-stage biopharmaceutical company, today announced an agreement with Massachusetts General Hospital, a teaching hospital of Harvard Medical School, to evaluate TNX-1900* in an investigator initiated Phase 2 clinical trial as a potential treatment for patients with binge eating disorder. The Phase 2 clinical trial is expected to start in the second half of 2022.

“Binge eating disorder is a serious mental health condition associated with behavioral and metabolic morbidity for which there are few treatment options,” said Seth Lederman, M.D., Chief Executive Officer of Tonix Pharmaceuticals. “Oxytocin is a well-known natural hormone that is used therapeutically in certain other indications including as an i.v. medication for the induction of labor in pregnancy with a medical indication. We are hopeful that our proprietary intranasal dosage form will enhance its properties for use in the underserved population of patients suffering from binge eating disorder.”

TNX-1900* is also in development for the treatment of chronic migraine and is expected to enter a multi-site Phase 2 potential pivotal clinical trial for the prevention of migraine headache in chronic migraineurs in the second half of 2022.

“The binge eating disorder trial is expected to provide a rich source of data to evaluate the potential clinical benefit of TNX-1900 on binge eating disorder, which is often seen in association with other behavioral conditions such as depression, substance abuse and posttraumatic stress disorder, and is often under-diagnosed and under-treated,” said Elizabeth A. Lawson, M.D., M.M.Sc., Director, Interdisciplinary Oxytocin Research Program, Neuroendocrine Unit, Massachusetts General Hospital and Associate Professor of Medicine at Harvard Medical School and principal investigator of the trial. “While available psychological and pharmacological treatments produce remission from binge eating in some cases, up to 50% of patients continue to binge, and weight loss in those with obesity is difficult to achieve and sustain. There is accumulating evidence that oxytocin may reduce food intake by acting on neural pathways involved in reward and impulse control, which have been implicated in binge eating disorder. We are excited to investigate TNX-1900 as a potential novel therapy to reduce binge eating and excess body weight in individuals with binge eating disorder.”

Dr. Lawson previously led a program of research suggesting intranasal oxytocin reduces food intake, modulates the neural circuitry driving eating behavior, and enhances impulse control in men with overweight and obesity.4-7

The planned investigator initiated Phase 2 clinical trial will be a randomized, double-blind, placebo-controlled study of 60 patients with binge eating disorder and obesity. The 8-week study will evaluate the efficacy and safety of TNX-1900 as a treatment for binge eating disorder and determine whether TNX-1900 reduces bingeing frequency and body weight in adults with binge eating disorder and obesity, and underlying mechanisms.

* TNX-1900 is an investigational new drug and has not been approved for any indication.

1https://www.bingeeatingdisorder.com/hcp/patient-demographics (accessed Feb 23, 2022)
2Hudson JI, et al. (2007) [Published correction appears in Biol Psychiatry. 2012;72(2):164.] Biol Psychiatry. 61(3):348-358. doi: 10.1016/j.biopsych.2006.03.040.
3Howden LM and Meyer JA. (2011) Age and sex composition: 2010. US Census Bureau
4Lawson EA et al. (2015) Oxytocin reduces caloric intake in men. Obesity 23(5):950-6.  doi: 10.1002/oby.21069.
5Plessow F. et al. (2018) Effects of intranasal oxytocin on the blood oxygenation level-dependent signal in food motivation and cognitive control pathways in overweight and obese men. Neuropsychopharmacology 43(3):638-645.  doi: 10.1038/npp.2017.226.
6Kerem L et al. (2020) Oxytocin reduces the functional connectivity between brain regions involved in eating behavior in men with overweight and obesity. In J Obes 44(5):980-989. doi: 10.1038/s41366-019-0489-7.
7Plessow F et al. (2021) Oxytocin administration increases proactive control in men with overweight or obesity: A randomized, double blind, placebo-controlled crossover study. Obesity 29(1):56-61. doi: 10.1002/oby.23010.

About Binge Eating Disorder

Binge-eating disorder is a psychiatric illness characterized by frequent episodes of uncontrollable consumption of large amounts of food. It is the most common eating disorder and often leads to obesity-associated complications and later psychopathology1. Binge eating disorder is characterized by increased homeostatic appetite and sensitivity to reward (including food reward), which may lead to initiation of binge episodes, and a reduced ability to control behavioral impulses and formed habits, creating an imbalance in the sensitive interplay between these bottom-up and top-down processes governing the adaptive regulation of food intake and energy balance2-5.

1Field AE et al. (2012Prospective association of common eating disorders and adverse outcomesPediatrics130e28995.  doi: 10.1542/peds.2011-3663.
2Dawe S. & Loxton NJ, (2004) The role of impulsivity in the development of substance use and eating disorders Neurosci Biobehav Rev.  28(3):343-51. doi: 10.1016/j.neubiorev.2004.03.007.
3Giel KE et al. (2017) Food-Related Impulsivity in Obesity and Binge Eating Disorder-A Systematic Update of the Evidence. Nutrients 9(11):1170. doi: 10.3390/nu9111170.
4Hernandez D et al. (2019) Meal-Related Acyl and Des-Acyl Ghrelin and Other Appetite-Related Hormones in People with Obesity and Binge Eating. Obesity 27(4):629-635. doi: 10.1002/oby.22431.
5Schag K et al. (2013) Food-related impulsivity in obesity and binge eating disorder–a systematic review. Obes Rev.  14(6):477-95.  doi: 10.1111/obr.12017. 

About TNX-1900 and Tonix’s Potentiated Oxytocin Platform

TNX-1900 is based on a proprietary potentiated formulation of oxytocin and is currently being developed as a candidate for prophylaxis of chronic migraine, the treatment of insulin resistance1 and related conditions.TNX-1900 is based on Tonix’s patented intranasal potentiated oxytocin formulation. Tonix is also developing a different intranasal formulation, designated TNX-2900, for the treatment of Prader-Willi syndrome. Oxytocin is a naturally occurring human hormone that acts as a neurotransmitter in the brain. It was originally approved by the U.S. Food and Drug Administration as Pitocin®*, an intravenous infusion or intramuscular injection drug, for use in pregnant women to induce labor. An intranasal form of oxytocin was marketed in the U.S. by Novartis to assist in the production of breast milk as Syntocinon®** (oxytocin nasal 40 units/ml), but the product was withdrawn, and the New Drug Application has been discontinued. TNX-1900 and TNX-2900 are in the pre-Investigational New Drug stage and have not been approved for any indication.

1Deblon N, et al. (2011) PLoS ONE 6(9): e25565. doi:10.1371/journal.pone.0025565
*Pitocin® is a trademark of Par Pharmaceutical, Inc.
**Syntocinon® is a trademark of BGP Products Operations GmbH

About Tonix Pharmaceuticals Holding Corp.

Tonix is a clinical-stage biopharmaceutical company focused on discovering, licensing, acquiring and developing therapeutics and diagnostics to treat and prevent human disease and alleviate suffering. Tonix’s portfolio is composed of immunology, infectious disease, and central nervous system (CNS) product candidates. Tonix’s immunology portfolio includes biologics to address organ transplant rejection, autoimmunity and cancer, including TNX-1500which is a humanized monoclonal antibody targeting CD40 ligand being developed for the prevention of allograft rejection treatment of autoimmune diseases. A Phase 1 study of TNX-1500 is expected to be initiated in the second half of 2022. Tonix’s infectious disease pipeline includes next-generation vaccines to prevent COVID-19, an antiviral to treat COVID-19, and a potential treatment for Long COVID. The pipeline also includes a vaccine in development to prevent smallpox. Tonix’s lead vaccine candidate for COVID-19, TNX-18002, is a live virus vaccine based on Tonix’s recombinant pox vaccine (RPV) platform. TNX-35003 (sangivamycin, i.v. solution) is a small molecule antiviral drug to treat acute COVID-19 and is in the pre-IND stage of development. TNX-102 SL4 , (cyclobenzaprine HCl sublingual tablets), is a small molecule drug being developed to treat Long COVID, a chronic post-COVID condition. Tonix expects to initiate a Phase 2 study in Long COVID in the first half of 2022. The Company’s CNS portfolio includes both small molecules and biologics to treat pain, neurologic, psychiatric and addiction conditions. Tonix’s lead CNS candidate, TNX-102 SL, is in mid-Phase 3 development for the management of fibromyalgia with a new Phase 3 study expected to start in the first half of 2022. Finally, TNX-13005 is a biologic designed to treat cocaine intoxication that is expected to start a Phase 2 trial in the first quarter of 2022.

1TNX-1500 is an investigational new biologic at the pre-IND stage of development and has not been approved for any indication.
2TNX-1800 is an investigational new biologic at the pre-IND stage of development and has not been approved for any indication. TNX-1800 is based on TNX-801, live horsepox virus vaccine for percutaneous administration, which is in development to protect against smallpox and monkeypox. TNX-801 is an investigational new biologic and has not been approved for any indication.
3TNX-3500 is an investigational new drug at the pre-IND stage of development and has not been approved for any indication.
4TNX-102 SL is an investigational new drug and has not been approved for any indication.
5TNX-1300 is an investigational new biologic and has not been approved for any indication.

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 development of TNX-1900; the failure to obtain FDA clearances or approvals and noncompliance with FDA regulations; delays and uncertainties caused by the global COVID-19 pandemic; 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, 2020, as filed with the Securities and Exchange Commission (the “SEC”) on March 15, 2021, 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.

Contacts

Jessica Morris (corporate)
Tonix Pharmaceuticals
investor.relations@tonixpharma.com 
(212) 688-9421

Olipriya Das, Ph.D. (media)
Russo Partners
olipriya.das@russopartnersllc.com 
(646) 942-5588

Peter Vozzo (investors)
ICR Westwicke
peter.vozzo@westwicke.com 
(443) 213-0505

Source: Tonix Pharmaceuticals Holding Corp.

Release – TherapeuticsMD Enters Into a Definitive Agreement to Divest vitaCare to GoodRx



TherapeuticsMD Enters Into a Definitive Agreement to Divest vitaCare to GoodRx

Research, News, and Market Data on TherapeuticsMD

 

GoodRx has agreed to acquire vitaCare for $150 million in cash, with an additional $7 million consideration contingent upon vitaCare’s financial performance through 2023

BOCA RATON, Fla.–(BUSINESS WIRE)–Mar. 7, 2022– 
TherapeuticsMD, Inc. (“TXMD” or the “Company”) (NASDAQ: TXMD), an innovative, leading women’s healthcare company, today announced that it has entered into a definitive agreement to divest its vitaCare Prescription Services (vitaCare) business to 
GoodRx (Nasdaq: GDRX), a consumer-focused digital healthcare platform. VitaCare is a technology and services platform that helps patients navigate key access and adherence barriers for brand medications.

Under the terms of the agreement, TXMD will receive 
$150 million in cash at closing, subject to customary adjustments, with up to an additional 
$7 million in cash consideration contingent upon vitaCare’s financial performance through 2023. The transaction is expected to close in the second quarter of 2022, subject to the satisfaction of customary closing conditions. TXMD will also enter into a long-term services agreement with vitaCare to continue to utilize the vitaCare platform.

“We are pleased to find a fitting home for vitaCare and are confident that 
GoodRx will expand on vitaCare’s track record of increasing patient access,” said Hugh O’Dowd, Chief Executive Officer of 
TherapeuticsMD. “This transaction will allow 
TherapeuticsMD to focus on our core women’s health business and mission of empowering women of all ages through better healthcare, while at the same time delivering value for our stakeholders.”

TherapeuticsMD will further discuss this transaction and take questions on its upcoming earnings call scheduled for 
March 10, 2022 at 
8:30 AM ET.

Advisors

Locust Walk served as financial advisor and 
DLA Piper LLP (US) served as legal counsel to 
TherapeuticsMD.

About TherapeuticsMD, Inc.

TherapeuticsMD, Inc. is an innovative, leading healthcare company, focused on developing and commercializing novel products exclusively for women. TherapeuticsMD’s products are designed to address the unique changes and challenges women experience through the various stages of their lives with a therapeutic focus in family planning, reproductive health, and menopause management. 
TherapeuticsMD is committed to advancing the health of women and championing awareness of their healthcare issues. To learn more about 
TherapeuticsMD, please visit therapeuticsmd.com or follow us on Twitter: @TherapeuticsMD and on Facebook: 
TherapeuticsMD.

Forward-Looking Statements

This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 about 
TherapeuticsMD. Forward-looking statements may include, but are not limited to, statements relating to TherapeuticsMD’s objectives, plans and strategies as well as statements, other than historical facts, that address activities, events or developments that the company intends, expects, projects, believes or anticipates will or may occur in the future. These statements are often characterized by terminology such as “believes,” “hopes,” “may,” “anticipates,” “should,” “intends,” “plans,” “will,” “expects,” “estimates,” “projects,” “positioned,” “strategy” and similar expressions and are based on assumptions and assessments made in light of management’s experience and perception of historical trends, current conditions, expected future developments and other factors believed to be appropriate. Forward-looking statements in this press release are made as of the date of this press release, and 
TherapeuticsMD undertakes no duty to update or revise any such statements, whether as a result of new information, future events or otherwise. Forward-looking statements are not guarantees of future performance and are subject to risks and uncertainties, many of which are outside of TherapeuticsMD’s control. Important factors that could cause actual results, developments and business decisions to differ materially from forward-looking statements are described in the sections titled “Risk Factors” in TherapeuticsMD’s filings with the 
Securities and Exchange Commission, including its most recent Annual Report on Form 10-K and Quarterly Reports on Form 10-Q, as well as reports on Form 8-K, and include the following: whether 
TherapeuticsMD will be able to successfully divest its vitaCare business and how the proceeds that may be generated by such divestiture will be utilized; the effects of the COVID-19 pandemic; TherapeuticsMD’s ability to maintain or increase sales of its products; TherapeuticsMD’s ability to develop and commercialize IMVEXXY®, ANNOVERA®, and BIJUVA® and obtain additional financing necessary therefore; whether 
TherapeuticsMD will be able to comply with the covenants and conditions under its term loan facility; the effects of supply chain issues on the supply of the company’s products; the potential of adverse side effects or other safety risks that could adversely affect the commercialization of TherapeuticsMD’s current or future approved products or preclude the approval of TherapeuticsMD’s future drug candidates; whether the FDA will approve the lower dose of BIJUVA and the manufacturing supplement for ANNOVERA; TherapeuticsMD’s ability to protect its intellectual property, including with respect to the Paragraph IV notice letter the company received regarding IMVEXXY; the length, cost and uncertain results of future clinical trials; TherapeuticsMD’s reliance on third parties to conduct its manufacturing, research and development and clinical trials; the ability of TherapeuticsMD’s licensees to commercialize and distribute the company’s products; the availability of reimbursement from government authorities and health insurance companies for TherapeuticsMD’s products; the impact of product liability lawsuits; the influence of extensive and costly government regulation; the impact of leadership transitions; and the volatility of the trading price of the company’s common stock.

Investor & Media
Lisa M. Wilson

In-Site Communications, Inc.
T: 212-452-2793
E: lwilson@insitecony.com

Source: 
TherapeuticsMD, Inc.

Release – Comtech Partners with RapidSOS to Provide Life-Saving Data to 911 Agencies Across the United States



Comtech Partners with RapidSOS to Provide Life-Saving Data to 911 Agencies Across the United States

Research, News, and Market Data on Comtech Telecommunications

 

New partnership and “RapidSOS Ready” certification leverage Comtech as a source of critical, integrated data for 911 first responders via its proprietary SmartResponse™ situational awareness platform

MELVILLE, N.Y.–(BUSINESS WIRE)–Mar. 7, 2022– 
March 7, 2022— 
Comtech Telecommunications Corp. (NASDAQ: CMTL), a leading global provider of next-generation 911 emergency systems and secure wireless communications technologies, announced today, that its new SmartResponse™ solution is now designated “RapidSOS Ready.” RapidSOS is an emergency-response data platform that securely links life-saving data directly to emergency service providers and first responders.

SmartResponse™ is a cloud-native solution that combines the most accurate location data with caller information, live traffic, weather, routing, POIs, and DOT camera feeds in a single Common Operating Picture (“COP”). It is GIS data agnostic and can interface with any call handling or CAD platform through its use of flexible application programming interfaces (“APIs”). SmartResponse™ is designed to meet the demanding needs of today’s emergency communication centers, empowering communication professionals with accurate information, resulting in improved response times and performance.

“Together, 
Comtech and RapidSOS will provide innovative solutions that emergency responders need to address events in real time, with actionable data that significantly improves situational awareness, and therefore decision-making and subsequent outcomes,” said  Michael Porcelain, CEO and President of 
Comtech. “In addition, more broadly, linking the SmartResponse™ and RapidSOS platforms will enable public safety agencies to seamlessly coordinate emergency responses and share critical data across jurisdictional boundaries. I’m excited by Comtech’s opportunity to contribute further to emergency response and public safety as a trusted partner.”

“Comtech’s SmartResponse™ solution is a life-saving technology and innovation to public safety,” said  Jessica Reed, Vice President of 
Strategy and Global Partners at RapidSOS. “Working to transform emergency response requires a partnership approach, and we continuously look for industry leaders such as 
Comtech to join the RapidSOS partner network. With this partnership, 
Comtech joins the RapidSOS Ready community of GovTech and public safety software companies that deliver their product offerings through the RapidSOS Portal to unify public safety tools and resources onto one platform. Today, telecommunicators in the 
U.S. and around the world often are forced to rely just on the limited information a 911 phone call can provide, resulting in dispatching delays and first responders arriving on the scene under-informed. However, the Comtech SmartResponse™ integration will provide 911 caller location information quickly, consistently, and accurately. Along with caller location data, the Comtech SmartResponse™ solution is providing additional data, e.g., crash notification information provided by SiriusXM Connected Vehicles and video footage, to better equip call takers and first responders.”

The RapidSOS and Comtech’s SmartResponse™ solution will become available to Emergency Communication Centers with access to SmartResponse™ in 2022. To learn more about how your ECC can leverage this solution, visit: https://www.comtech.com/emergency-suite.html

About RapidSOS

In partnership with public safety, RapidSOS has created the world’s first emergency response data platform that securely links life-saving data from over 400 million connected devices directly to emergency services and first responders. Through its platform, RapidSOS provides intelligent data that supports over 5,200 plus Emergency Communications Centers worldwide, across 165 million emergency calls annually. Together with its RapidSOS Ready emergency community, RapidSOS is supporting first responders in saving millions of lives annually. To learn more about RapidSOS technology that’s creating life-saving connections, visit www.rapidsos.com.

About Comtech

Comtech Telecommunications Corp. is a leading global provider of next-generation 911 emergency systems and secure wireless communications technologies to commercial and government customers around the world. Headquartered in 
Melville, New York and with a passion for customer success, 
Comtech designs, produces and markets advanced and secure wireless solutions. For more information, please visit www.comtechtel.com (and preview its new web site at www.comtech.com).

Certain information in this press release contains statements that are forward-looking in nature and involve certain significant risks and uncertainties. Actual results could differ materially from such forward-looking information. The Company’s 
Securities and Exchange Commission filings identify many such risks and uncertainties. Any forward-looking information in this press release is qualified in its entirety by the risks and uncertainties described in such 
Securities and Exchange Commission filings.

Comtech Trusted Location:
800-557-5869
ent-sales@comtechtel.com

Comtech Investor Relations:
631-962-7005
investors@comtech.com

Source: 
Comtech Telecommunications Corp.