LOS ANGELES, CA / ACCESSWIRE / July 26, 2019 / The Schall Law Firm, a national shareholder rights litigation firm, announces that it is investigating claims on behalf of investors of Cadence Bancorporation (“Cadence” or “the Company”) (NYSE: CADE) for violations of §§10(b) and 20(a) of the Securities Exchange Act of 1934 and Rule 10b-5 promulgated thereunder by the U.S. Securities and Exchange Commission.

The investigation focuses on whether the Company issued false and/or misleading statements and/or failed to disclose information pertinent to investors. Cadence announced on July 22, 2019, that the Company’s financial results for the second quarter of 2019 were “negatively impacted by higher credit costs including net charge-offs of $18.6 million and loan provisions of $28.9 million.” Based on these issues, Cadence missed its second-quarter earnings expectations. Based on this news, shares of Cadence fell by more than 22% on the same day.

If you are a shareholder who suffered a loss, click here to participate.

We also encourage you to contact Brian Schall of the Schall Law Firm, 1880 Century Park East, Suite 404, Los Angeles, CA 90067, at 424-303-1964, to discuss your rights free of charge. You can also reach us through the firm’s website at www.schallfirm.com, or by email at brian@schallfirm.com.

The class in this case has not yet been certified, and until certification occurs, you are not represented by an attorney. If you choose to take no action, you can remain an absent class member.

The Schall Law Firm represents investors around the world and specializes in securities class action lawsuits and shareholder rights litigation.

This press release may be considered Attorney Advertising in some jurisdictions under the applicable law and rules of ethics.

CONTACT:

The Schall Law Firm
Brian Schall, Esq.
310-301-3335
Cell: 424-303-1964
info@schallfirm.com
www.schallfirm.com

SOURCE: The Schall Law Firm

ReleaseID: 553648

LOS ANGELES, CA / ACCESSWIRE / July 26, 2019 / The Schall Law Firm, a national shareholder rights litigation firm, announces the filing of a class action lawsuit against Zuora, Inc. (“Zuora” or “the Company”) (NYSE: ZUO) for violations of §§10(b) and 20(a) of the Securities Exchange Act of 1934 and Rule 10b-5 promulgated thereunder by the U.S. Securities and Exchange Commission.

Investors who purchased the Company’s shares between April 12, 2018 and May 30, 2019, inclusive (the ”Class Period”), are encouraged to contact the firm before August 13, 2019.

If you are a shareholder who suffered a loss, click here to participate.

We also encourage you to contact Brian Schall of the Schall Law Firm, 1880 Century Park East, Suite 404, Los Angeles, CA 90067, at 424-303-1964, to discuss your rights free of charge. You can also reach us through the firm’s website at www.schallfirm.com, or by email at brian@schallfirm.com.

The class, in this case, has not yet been certified, and until certification occurs, you are not represented by an attorney. If you choose to take no action, you can remain an absent class member.

According to the Complaint, the Company made false and misleading statements to the market. Zuora focused on implementing its RevPro product for new customers ahead of the compliance deadline for accounting standard ASC 606. The Company failed to maintain adequate resources to facilitate the integration of RevPro with its core business. The year-long focus on RevPro after its acquisition and the delay in integration materially impacted the Company’s results. Because of the limited market for RevPro after the ASC 606 deadline, demand for the solution could be reasonably expected to decline. Based on these facts, the Company’s public statements were false and materially misleading throughout the class period. When the market learned the truth about Zuora, investors suffered damages.

Join the case to recover your losses.

The Schall Law Firm represents investors around the world and specializes in securities class action lawsuits and shareholder rights litigation.

This press release may be considered Attorney Advertising in some jurisdictions under the applicable law and rules of ethics.

CONTACT:

The Schall Law Firm
Brian Schall, Esq.,
Sherin Mahdavian, Esq.,
www.schallfirm.com
Office: 310-301-3335
Cell: 424-303-1964
info@schallfirm.com

SOURCE: The Schall Law Firm

ReleaseID: 553647

BELOIT, WI / ACCESSWIRE / July 26, 2019 / Blackhawk Bancorp, Inc. (OTCQX: BHWB) reported net income of $2.75 million for the second quarter of 2019, a 155% increase over the $1.08 million earned for the previous quarter, and a 37% increase over the $2.02 million earned the second quarter of 2018. The increase compared to the most recent quarter is largely due to $1.34 million (after-tax) of acquisition, transition, and integration expenses related to the First National Bank of McHenry (FNB) acquisition being recorded in the first quarter. Excluding these expenses, net income for the second quarter of 2019 increased by $334,000, or 14%, as compared to the linked quarter ending March 31, 2019.

Fully diluted earnings per share (EPS) for the quarter ended June 30, 2019, was $0.83, an increase of $0.50 as compared to $0.33 for the quarter ended March 31, 2019 and an increase of $0.22 as compared to $0.61 for the quarter ended June 30, 2018. The increase compared to the most recent quarter is largely due to the above-mentioned acquisition, transition, and integration expenses. Excluding the acquisition related expenses, the 2019 second-quarter EPS increased by $0.10, or 14%, over the quarter ended March 31, 2019. The second quarter 2019 results produced a Return on Average Equity (ROAE) of 12.54% and a Return on Average Assets (ROAA) of 1.15%.

For the six months ended June 30, 2019, the company reported net income of $3.83 million, a 10% increase over the $3.47 million reported for the first half of 2018. Diluted earnings per share for the first six months of 2019 increased by 10% to $1.16 compared to $1.05 for the first half of 2018. The six-month results produced a return on average assets of 0.84% and a return on average equity of 8.91%. Excluding the acquisition-related expenses mentioned above, earnings for the first half of 2019 would have been $5.17 million, a $1.71 million, or 49.2% increase over the first half of 2018 and would have equated to $1.57 EPS, a $0.52 per share, or 49.5% increase over the first half of the prior year.

“We are very pleased with the earnings momentum reflected in our first-half results and our prospects for continued growth,” said Todd James, Chairman and Chief Executive Officer. “During the second quarter, we generated over $30 million of loan growth, converted the FNB accounts to our operating systems and merged FNB with and into the Company’s wholly-owned subsidiary Blackhawk Bank. These accomplishments combined with our passion and ability to provide personalized and responsive services to our customers should keep the momentum going,” he added.

Total assets increased by $152.2 million, or 18.6%, to $969.5 million at June 30, 2019, compared to $817.3 million as of December 31, 2018. Total gross loans increased by $70.4 million, or 12.7%, during the first six months of 2019 to $624.7 million compared to $554.3 million at December 31, 2018. This included $30.0 million in net organic growth as First National Bank of McHenry provided $39.8 million of the first half increase in loans. Total deposits increased by $151.7 million, or 22.1%, to $837.3 million as compared to $685.6 million at the end of 2018 and included $151.3 million in McHenry deposits.

Net Interest Income

Net interest income for the second quarter of 2019 totaled $8.48 million, increasing $683,000, or 8.8%,

compared to $7.79 million for the previous quarter and up $1.69 million, or 25.0%, from the second quarter of last year. The net interest margin was 3.88% for the second quarter of 2019 as compared to 3.92% for the quarter ended March 31, 2019, and 3.91% for the second quarter of last year.

The increases in net interest income for each comparative period was driven by strong organic and acquisitive growth in average earning assets and deposits. Average total loans for the quarter ended June 30, 2019, equaled $601.2 million, a $37.3 million, or 6.6% increase over the previous quarter, and an $83.8 million, or 16.2% increase over the same quarter a year ago. The $83.8 million increase in second-quarter 2019 average loans over the second quarter of 2018 includes the effect of acquiring $41.5 million in net loans from FNB. Average total deposits for the quarter ended June 30, 2019, equaled $862.6 million, a $63.7 million, or 8.3% increase over the previous quarter, and a $162.8 million, or 24.5% increase over the same quarter a year ago. The growth in average total deposits reflects the impact of the $150.1 million in total deposits added with the FNB acquisition.

Net interest income for the six months ended June 30, 2019, increased by $3.2 million, or 24.6%, to $16.3 million as compared to $13.1 million for the first half of 2018. The net interest margin for the first half of 2019 increased by three basis points to 3.90% compared to 3.87% for the first half of 2018. Average total loans for the first half of 2019 were $582.7 million, an increase of $81.2 million, or 16.2%, as compared to $501.4 million for the first half of 2018 with the FNB acquisition contributing $27.5 million of the 2019 increase. Average total deposits for the first-half of 2019 were $796.1 million, an increase of $143.2 million, or 21.9%, as compared to $652.9 for the first half of 2018 with FNB contributing $101.4 million in average deposits.

Provision for Loan Losses and Credit Quality

The provision for loan losses for the quarter ended June 30, 2019, totaled $180,000, as compared to $270,000 for the quarter ended March 31, 2019, and $370,000 for the second quarter of 2018. The provision for the first-half 2019 decreased to $450,000 compared to $880,000 for the first-half of 2018. Net charge-offs for the six months ended June 30, 2019, equaled $40,000.

Total nonperforming assets, which include troubled debt restructures that are performing in accordance with their modified terms, equaled $7.80 million as of June 30, 2019, as compared to $7.70 million as of March 31, 2019, and $8.56 million at June 30, 2018. The FNB acquisition added $597,000 to nonperforming loans. At June 30, 2019, the ratio of nonperforming assets to total assets equaled 0.79%, as compared to 0.80% at March 31, 2019, and 1.10% at June 30, 2018. The allowance for loan losses to total loans was 1.24% as of June 30, 2019, as compared to 1.28% at March 31, 2019, and 1.30% as of June 30, 2018. The ratio of the allowance for loan losses to nonperforming loans increased to 106.1% as of June 30, 2019, as compared to 102.5% at March 31, 2019, and 79.2% at June 30, 2018. In addition to the balance of the allowance for loan losses, the balance sheet includes an additional $595,000 credit-related valuation discount attributable to the non-credit impaired loans acquired in the FNB transaction.

Non-Interest Income and Operating Expenses

Non-interest income for the quarter ended June 30, 2019, totaled $3.63 million, a $647,000 increase compared to $2.98 million the prior quarter, and a $589,000 increase over the $3.04 million recorded in the second quarter of 2018. The increase compared to the most recent quarter was primarily due to a $458,000 increase in revenue from the sale and servicing of mortgage loans, and also included increases in deposit service charges, debit interchange and net gains on the sale of other real estate. The increase compared to the second quarter of 2018 reflects growth in substantially all recurring fee income categories, but also includes a $181,000 increase in combined net gains from the sale of securities and other real estate.

Non-interest income for the first half of 2019 increased $1.07 million to $6.6 million as compared to $5.5 million for the first half of 2018 reflecting increases across all categories, including $183,000 in deposit service fees, $183,000 in net revenue from the sale and servicing of mortgage loans, $246,000 in interchange income, and a combined $240,000 in net gains on sale of securities.

Operating expenses for the quarter ended June 30, 2019, totaled $8.38 million, decreasing by $876,000 compared to the quarter ended March 31, 2019, and increasing by $1.4 million, or 20.3%, compared to the second quarter of 2018. The decrease compared to the most recent quarter was the result of $1.83 million of merger-related expenses being recorded in the first quarter of 2019. Excluding those acquisition-related expenses, total operating expenses for the second quarter increased by $951,000 compared to the first quarter of 2019, reflecting the first full quarter of operations of the FNB locations.

Operating expenses for the six-month period ended June 30, 2019, totaled $17.6 million, a $4.1 million, or 30.4% increase over the first half of 2018. That increase includes the $1.83 million in acquisition-related expenses mentioned above. Excluding those expenses, operating expenses increased $2.3 million, or 16.8%. The increase is partially driven by four months of operations of the First McHenry locations being included in the first half of 2019.

Outlook

Blackhawk expects to grow by pursuing creditworthy and profitable business and consumer relationships in its Wisconsin and Illinois markets, emphasizing the value of its personal attention and service that remains unmatched by larger competitors. In addition to such organic growth opportunities, Blackhawk may also pursue growth through selective acquisition opportunities. Growth, combined with the Company’s strong credit quality, is expected to lead to continued earnings improvement. Growth and earnings could, however, be tempered by such occurrences as uncertain economic conditions, competitive pressures, changes in regulatory burden and the interest rate environment.

About Blackhawk Bancorp

Blackhawk Bancorp, Inc. is headquartered in Beloit, Wisconsin and is the parent company of Blackhawk Bank. The combined entity operates eleven full-service banking centers and a dedicated commercial office, which are located in Rock County, Wisconsin and the Illinois counties of Winnebago, Boone, McHenry, Lake, and Kane. The Company’s footprint stretches along the I-90 corridor from Janesville, Wisconsin to Elgin, Illinois and into the Northwest collar counties of the Chicagoland area. The company offers a variety of value-added consultative services to its business customers and their employees related to the financial products it provides.

Disclosures Regarding non-GAAP Measures

This report refers to financial measures that are identified as non-GAAP that the Company believes help to evaluate and measure the Company’s performance, including the presentation of net interest income to interest-earning assets, the net interest margin ratio, and efficiency ratio calculations on a taxable-equivalent basis. Non-GAAP measures are also used to assist investor comparison by identifying nonrecurring events such as the 2019 acquisition-related expenses and the impact such net expenses have on the performance measures of return on average assets, return on average equity, diluted earnings per share, and the efficiency ratio. This supplemental information should not be considered in isolation or as a substitute for the related GAAP measures.

Forward-Looking Statements

When used in this communication, the words “believes,” “expects,” “likely”, “would”, and similar expressions are intended to identify forward-looking statements. The company’s actual results may differ materially from those described in the forward-looking statements. Factors which could cause such a variance to occur include, but are not limited to: heightened competition; adverse state and federal regulation; failure to obtain new or retain existing customers; ability to attract and retain key executives and personnel; changes in interest rates; unanticipated changes in industry trends; unanticipated changes in credit quality and risk factors, including general economic conditions particularly in the Company’s markets; potential deterioration in real estate values, success in gaining regulatory approvals when required; changes in the Federal Reserve Board monetary policies; unexpected outcomes of new and existing litigation in which Blackhawk or its subsidiaries, officers, directors or employees is named defendants; technological changes; changes in accounting principles generally accepted in the United States; changes in assumptions or conditions affecting the application of “critical accounting policies”; inability to recover previously recorded losses as anticipated, and the inability of third party vendors to perform critical services for the company or its customers. The inclusion of forward-looking information should not be construed as a representation by the Company or any person that future events or plans contemplated by the Company will be achieved. The Company undertakes no obligation to publicly update or revise any forward-looking statements whether as a result of new information or otherwise.

Further information is available on the company’s website at www.blackhawkbank.com.

CONTACT:

Todd J. James, Chairman & CEO
tjames@blackhawkbank.com
Phone: (608) 364-8911

Mary King McGovern, SVP & CFO
mmcgovern@blackhawkbank.com

BLACKHAWK BANCORP, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
JUNE 30, 2019 AND DECEMBER 31, 2018
(UNAUDITED)

June 30,

December 31,

Assets

2019

2018

(Dollars in thousands, except

share and per share data)

Cash and due from banks

$
17,364

$
16,677

Interest-bearing deposits in banks and other

16,442

2,760

Total cash and cash equivalents

33,806

19,437

Equity securities at fair value

2,332

2,250

Securities available-for-sale

253,930

198,670

Loans held for sale

5,383

5,164

Federal Home Loan Bank stock, at cost

700

1,643

Loans, less allowance for loan losses of $7,749 and $7,339

at June 30, 2019 and December 31, 2018, respectively

611,542

541,760

Premises and equipment, net

21,066

14,874

Goodwill

10,183

5,037

Core Deposit Intangible

2,466

–

Mortgage servicing rights

3,153

2,969

Cash surrender value of bank-owned life insurance

10,969

10,812

Other assets

13,941

14,671

Total assets

$
969,471

$
817,287

Liabilities and Stockholders’ Equity

Liabilities

Deposits:

Noninterest-bearing

$
154,813

$
121,024

Interest-bearing

682,506

564,615

Total deposits

837,319

685,639

Subordinated debentures and notes (including $1,031 at fair value at

June 30, 2019 and December 31, 2018)

5,155

5,155

Senior secured term note

14,000

–

Other borrowings

13,992

36,500

Other liabilities

6,614

5,701

Total liabilities

877,080

732,995

Stockholders’ equity

Common stock, $0.01 par value, 10,000,000 shares authorized;

3,396,366 and 3,369,192 shares issued as of June 30, 2019 and

December 31, 2018, respectively

34

34

Additional paid-in capital

33,785

33,478

Retained earnings

55,183

52,011

Treasury stock, 104,570 and 97,570 shares at cost as of June 30, 2019

and December 31, 2018, respectively

(1,391
)

(1,204
)

Accumulated other comprehensive income (loss)

4,780

(27
)

Total stockholders’ equity

92,391

84,292

Total liabilities and stockholders’ equity

$
969,471

$
817,287

BLACKHAWK BANCORP, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
(UNAUDITED)

Six months ended June 30,

2019

2018

(Amounts in thousands, except per share data)

Interest Income:

Interest and fees on loans

$
15,585

$
12,485

Interest on available-for-sale securities:

Taxable

3,003

1,611

Tax-exempt

900

734

Interest on interest-bearing deposits and other

288

132

Total interest income

19,776

14,962

Interest Expense:

Interest on deposits

2,920

1,743

Interest on subordinated debentures and notes

130

112

Interest on senior secured term note

253

–

Interest on other borrowings

203

46

Total interest expense

3,506

1,901

Net interest income before provision for loan losses

16,270

13,061

Provision for loan losses

450

880

Net interest income after provision for loan losses

15,820

12,181

Noninterest Income:

Service charges on deposits accounts

1,693

1,510

Net gain on sale of loans

1,621

1,430

Net loan servicing income

342

350

Debit card interchange fees

1,616

1,370

Net gains on sales of securities available-for-sale

305

65

Net other gains (losses)

94

(23
)

Increase in cash surrender value of bank-owned life insurance

157

154

Other

777

676

Total noninterest income

6,605

5,532

Noninterest Expenses:

Salaries and employee benefits

9,426

7,917

Occupancy and equipment

1,992

1,723

Data processing

2,398

812

Debit card processing and issuance

723

629

Advertising and marketing

249

296

Amortization of intangibles

159

–

Professional fees

972

572

Office Supplies

175

189

Telephone

246

250

Other

1,285

1,130

Total noninterest expenses

17,625

13,518

Income before income taxes

4,800

4,195

Provision for income taxes

967

727

Net income

$
3,833

$
3,468

Key Ratios

Basic Earnings Per Common Share

$
1.16

$
1.05

Diluted Earnings Per Common Share

1.16

1.05

Dividends Per Common Share

0.20

0.18

Net Interest Margin (1)

3.90
%

3.87
%

Efficiency Ratio (1)(2)

77.47
%

72.01
%

Return on Assets

0.84
%

0.94
%

Return on Common Equity

8.91
%

8.92
%

(1) Non-GAAP Presentations: Management discloses certain non-GAAP financial measures to evaluate and measure the Company’s performance, including the presentation of the net interest margin and efficiency ratio calculations on a taxable equivalent basis (“TE”). The net interest margin ratio is calculated by dividing net interest income on a tax equivalent basis by average earning assets for the period. Management believes this measure provides investors with information regarding comparative balance sheet profitability.

(2) The efficiency ratio is calculated as noninterest expense divided by the sum of net interest income on a TE basis, noninterest income less any securities gains (losses) or other gains (losses), and also includes a TE adjustment on the increases in cash surrender value of bank-owned life insurance.

BLACKHAWK BANCORP, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
(UNAUDITED)

For the Quarter Ended

June 30,

March 31,

December 31,

September 30,

June 30,

2019

2019

2018

2018

2018

(Dollars in thousands, except per share data)

Interest Income:

Interest and fees on loans

$
8,043

$
7,542

$
7,174

$
6,884

$
6,610

Interest on available-for-sale securities:

Taxable

1,659

1,345

1,062

980

839

Tax-exempt

451

448

431

389

359

Interest on interest-bearing deposits and other

130

158

41

208

59

Total interest income

10,283

9,493

8,708

8,461

7,867

Interest Expense:

Interest on deposits

1,458

1,463

1,336

1,213

991

Interest on subordinated debentures and notes

65

65

62

59

59

Interest on senior secured term note

186

67

–

–

–

Interest on other borrowings

98

105

89

–

34

Total interest expense

1,807

1,700

1,487

1,272

1,084

Net interest income before provision for loan losses

8,476

7,793

7,221

7,189

6,783

Provision for loan losses

180

270

150

150

370

Net interest income after provision for loan losses

8,296

7,523

7,071

7,039

6,413

Noninterest Income:

Service charges on deposits accounts

885

808

849

829

769

Net gain on sale of loans

1,040

581

886

1,070

960

Net loan servicing income

171

172

170

171

173

Debit card interchange fees

827

789

683

663

675

Net gains on sales of securities available-for-sale

146

159

(19
)

–

59

Net other gains (losses)

94

–

–

–

–

Increase in cash surrender value of bank-owned life insurance

74

83

73

72

73

Other

390

388

227

336

329

Total noninterest income

3,627

2,980

2,869

3,141

3,038

Noninterest Expenses:

Salaries and employee benefits

4,841

4,585

4,279

4,081

4,050

Occupancy and equipment

1,000

992

824

826

891

Data processing

571

1,827

425

428

417

Debit card processing and issuance

389

334

334

339

336

Advertising and marketing

142

108

176

126

143

Amortization of intangibles

119

40

–

–

–

Professional fees

393

579

443

350

316

Office Supplies

89

86

91

77

79

Telephone

130

116

129

125

126

Other

701

584

605

555

604

Total noninterest expenses

8,375

9,251

7,306

6,907

6,962

Income before income taxes

3,548

1,252

2,634

3,273

2,489

Provision for income taxes

794

173

538

695

473

Net income

$
2,754

$
1,079

$
2,096

$
2,578

$
2,016

Key Ratios

Basic Earnings Per Common Share

$
0.83

$
0.33

$
0.64

$
0.78

$
0.61

Diluted Earnings Per Common Share

0.83

0.33

0.64

0.78

0.61

Dividends Per Common Share

0.10

0.10

0.10

0.10

0.10

Net Interest Margin (1)

3.88
%

3.92
%

3.91
%

3.91
%

3.91
%

Efficiency Ratio (1)(2)

69.77
%

86.07
%

71.37
%

66.11
%

70.53
%

Return on Assets

1.15
%

0.50
%

1.05
%

1.29
%

1.06
%

Return on Common Equity

12.54
%

5.12
%

10.13
%

12.67
%

10.25
%

(1) Non-GAAP Presentations: Management discloses certain non-GAAP financial measures to evaluate and measure the Company’s performance, including the presentation of net interest income, net interest margin and efficiency ratio calculations on a taxable equivalent basis (“TE”). The net interest margin is calculated by dividing net interest income on a TE basis by average earning assets for the period. Management believes this measure provides investors with information regarding comparative balance sheet profitability.

(2) The efficiency ratio is calculated as noninterest expense divided by the sum of net interest income on a TE basis, noninterest income less any securities gains (losses) or other gains (losses), and also includes a TE adjustment on the increases in cash surrender value of bank-owned life insurance.

(UNAUDITED)

As of

June 30,

March 31,

December 31,

September 30,

June 30,

2019

2019

2018

2018

2018

(Amounts in thousands, except per share data)

Cash and due from banks

$
17,364

$
14,581

$
16,677

$
19,526

$
16,942

Interest-bearing deposits in banks and other

16,442

35,862

2,760

5,878

43,001

Securities

256,262

270,665

200,920

197,507

181,466

Net loans/leases

616,925

583,350

546,924

502,463

495,005

Goodwill

10,183

10,183

5,037

5,037

5,037

Other assets

52,295

51,795

44,969

41,943

39,978

Total assets

$
969,471

$
966,436

$
817,287

$
772,354

$
781,429

Deposits

$
837,319

$
854,505

$
685,639

$
680,136

$
692,968

Subordinated debentures

5,155

5,155

5,155

5,155

5,155

Senior secured note

14,000

–

–

–

–

Other borrowings

13,992

14,000

36,500

–

–

Other liabilities

6,614

5,360

5,701

6,241

3,856

Stockholders’ equity

92,391

87,416

84,292

80,822

79,450

Total liabilities and stockholders’ equity

$
969,471

$
966,436

$
817,287

$
772,354

$
781,429

ASSET QUALITY DATA
(Amounts in thousands)

June 30,

March 31,

December 31,

September 30,

June 30,

2019

2019

2018

2018

2018

Non-accrual loans

$
3,712

$
3,815

$
2,312

$
3,362

$
3,539

Accruing loans past due 90 days or more

272

–

17

–

388

Troubled debt restructures – accruing

3,321

3,546

3,797

3,873

4,283

Total nonperforming loans

$
7,305

$
7,361

$
6,126

$
7,235

$
8,210

Other real estate owned

307

339

104

237

350

Total nonperforming assets

$
7,802

$
7,700

$
6,230

$
7,472

$
8,560

Total loans

$
624,674

$
590,895

$
554,263

$
509,674

$
501,504

Allowance for loan losses

7,749

$
7,545

$
7,339

$
7,211

$
6,499

Loans, net of allowance for loan losses

$
616,925

$
583,350

$
546,924

$
502,463

$
495,005

Nonperforming Assets to total Assets

0.79
%

0.80
%

0.76
%

0.97
%

1.10
%

Nonperforming loans to total loans

1.17
%

1.25
%

1.11
%

1.42
%

1.64
%

Allowance for loan losses to total loans

1.24
%

1.28
%

1.32
%

1.41
%

1.30
%

Allowance for loan losses to nonperforming loans

106.1
%

102.5
%

119.8
%

99.7
%

79.2
%

For the Quarter Ended

June 30,

March 31,

December 31,

September 30,

June 30,

ROLLFORWARD OF ALLOWANCE

2019

2019

2018

2018

2018

Beginning Balance

$
7,545

$
7,339

$
7,211

$
6,499

$
6,149

Provision

180

270

150

150

370

Loans charged off

11

102

76

105

178

Loan recoveries

35

38

54

667

158

Net (recoveries) charge-offs

(24
)

64

22

(562
)

20

Ending Balance

$
7,749

$
7,545

$
7,339

$
7,211

$
6,499

BLACKHAWK BANCORP, INC. AND SUBSIDIARIES
ANALYSIS of AVERAGE BALANCES & TAX EQUIVALENT INTEREST RATES

Average Balance Sheet with Resultant Interest and Rates
(Dollars in thousands – unaudited)
(Yields on a tax-equivalent basis) (1)

For the Quarter Ended

June 30, 2019

March 31, 2019

June 30, 2018

Average

Average

Average

Average

Average

Average

Balance

Interest

Rate

Balance

Interest

Rate

Balance

Interest

Rate

Interest Earning Assets:

Interest-bearing deposits and other

$
21,250

$
130

2.48
%

$
27,139

$
158

2.37
%

$
14,326

$
59

1.64
%

Investment securities:

Taxable investment securities

212,708

1,659

3.13
%

170,477

1,345

3.20
%

127,448

839

2.64
%

Tax-exempt investment securities

54,193

451

4.33
%

58,645

448

4.03
%

47,889

359

3.92
%

Total Investment securities

266,901

2,110

3.37
%

229,122

1,793

3.41
%

175,337

1,198

2.99
%

Loans

601,234

8,043

5.37
%

563,927

7,542

5.42
%

517,412

6,610

5.12
%

Total Earning Assets

$
889,385

$
10,283

4.70
%

$
820,188

$
9,493

4.76
%

$
707,075

$
7,867

4.52
%

Allowance for loan losses

(7,645
)

(7,446
)

(6,403
)

Cash and due from banks

15,165

16,567

17,228

Other assets

59,805

52,023

41,613

Total Assets

$
956,710

$
881,332

$
759,513

Interest Bearing Liabilities:

Interest bearing checking accounts

$
258,866

$
408

0.63
%

$
243,543

$
315

0.52
%

$
225,104

$
294

0.52
%

Savings and money market deposits

289,097

535

0.74
%

267,052

642

0.97
%

225,411

397

0.71
%

Time deposits

118,383

515

1.75
%

111,365

506

1.84
%

90,779

300

1.33
%

Total interest bearing deposits

666,346

1,458

0.88
%

621,960

1,463

0.95
%

541,294

991

0.73
%

Subordinated debentures and notes

5,155

65

5.03
%

5,155

65

5.11
%

5,155

59

4.59
%

Borrowings

29,596

284

3.85
%

21,616

172

3.23
%

6,999

34

1.95
%

Total Interest-Bearing Liabilities

$
701,097

$
1,807

1.03
%

$
648,731

$
1,700

1.06
%

$
553,448

$
1,084

0.79
%

Interest Rate Spread

3.67
%

3.70
%

3.73
%

Noninterest checking accounts

161,461

142,178

123,689

Other liabilities

6,055

4,993

3,472

Total liabilities

868,613

795,902

680,609

Total Stockholders’ equity

88,097

85,430

78,904

Total Liabilities and

Stockholders’ Equity

$
956,710

$
881,332

$
759,513

Net Interest Income/Margin

$
8,476

3.88
%

$
7,793

3.92
%

$
6,783

3.91
%

(1) Management discloses certain non-GAAP financial measures to evaluate and measure the Company’s performance including a presentation of net interest income with a net interest margin ratio on a tax-equivalent (TE) basis. The net interest margin is calculated by dividing net interest income on a TE basis by average earning assets for the period. Management believes this measure provides investors with information regarding comparative balance sheet profitability. Nonaccrual loans are included in the above-stated averages.

BLACKHAWK BANCORP, INC. AND SUBSIDIARIES
AVERAGE BALANCE SHEET WITH RESULTANT INTEREST AND RATES

Average Balance Sheet with Resultant Interest and Rates
(Amounts in thousands)
(yields on a tax-equivalent basis)

For the Six Months Ended

June 30, 2019

June 30, 2018

Average

Average

Average

Average

Balance

Interest

Rate

Balance

Interest

Rate

Interest Earning Assets:

Interest-bearing deposits and other

$
24,178

$
288

2.42
%

$
17,148

$
132

1.55
%

Investment securities:

%

Taxable investment securities

190,021

3,003

3.19
%

124,005

1,611

2.62
%

Tax-exempt investment securities

58,095

900

4.03
%

49,438

734

3.90
%

Total Investment securities

248,116

3,903

3.38
%

173,443

2,345

2.99
%

Loans

582,684

15,585

5.39
%

501,437

12,485

5.02
%

Total Earning Assets

$
854,978

$
19,776

4.73
%

$
692,028

$
14,962

4.42
%

Allowance for loan losses

(7,546
)

(6,103
)

Cash and due from banks

15,862

17,652

Other assets

55,917

41,676

Total Assets

$
919,211

$
745,253

Interest Bearing Liabilities:

Interest bearing checking accounts

$
251,246

$
723

0.58
%

$
224,818

$
535

0.48
%

Savings and money market deposits

278,135

1,177

0.85
%

216,469

647

0.60
%

Time deposits

114,893

1,021

1.79
%

90,521

561

1.25
%

Total interest bearing deposits

644,274

2,921

0.91
%

531,808

1,743

0.66
%

Subordinated debentures

5,155

130

5.07
%

5,155

112

4.38
%

Borrowings

25,644

456

3.59
%

5,131

46

1.82
%

Total Interest-Bearing Liabilities

$
675,073

$
3,507

1.05
%

$
542,094

$
1,901

0.71
%

Interest Rate Spread

3.68
%

3.71
%

Noninterest checking accounts

151,833

121,047

Other liabilities

5,534

3,702

Total liabilities

832,440

666,843

Total Stockholders’ equity

86,771

78,410

Total Liabilities and

Stockholders’ Equity

$
919,211

$
745,253

Net Interest Income/Margin

$
16,269

3.90
%

$
13,061

3.87
%

(1) Management discloses certain non-GAAP financial measures to evaluate and measure the Company’s performance including a presentation of net interest income with a net interest margin ratio on a tax-equivalent basis. The net interest margin is calculated by dividing net interest income on a TE basis by average earning assets for the period. Management believes this measure provides investors with information regarding comparative balance sheet profitability. Nonaccrual loans are included in the above average balances.

SOURCE: Blackhawk Bancorp, Inc.

ReleaseID: 553631

WEST PALM BEACH, FL / ACCESSWIRE / July 26, 2019 / Solitron Devices, Inc. (OTC Pink: SODI) (“Solitron” or the “Company”) today announced unaudited results for the fiscal 2020 first quarter ended May 31, 2019.

HIGHLIGHTS

➢ 34% increase in net sales in fiscal first quarter versus prior year

➢ 24% increase in net bookings in fiscal first quarter versus prior year

➢ Cash and Securities increased by more than $500,000 in fiscal first quarter

➢ Expect significant increase in bookings in the fiscal second quarter

For the fiscal 2020 first quarter, net sales increased 34% to $2,557,000 versus $1,908,000 in the fiscal 2019 first quarter. Gross profit as a percentage of sales was 7.5% in the fiscal 2020 first quarter versus 1.0% in the fiscal 2019 first quarter. Net loss was ($249,000), or ($0.13) per share in the fiscal 2020 first quarter as compared to a net loss of ($1,001,000), or ($0.53) per share in the fiscal 2019 first quarter.

Included in cost of sales in the fiscal 2020 first quarter was approximately $300,000 for inventory excess and obsolescence. The items included both finished and work in process wafers manufactured in our fab that either failed to meet performance targets or lacked sufficient market opportunities. Most of the wafers in question had been started back in 2016 and 2017. We have already replaced the fab supervisor and initiated an improvement plan which is progressing according to schedule. The improvement plan includes a temporary reduction in our fab production levels, which resulted in approximately $175,000 of increased expense in the quarter. The lower production level is expected to continue for the next few fiscal quarters.

Selling, General & Administrative expenses were $444,000 in the fiscal 2020 first quarter, as compared to $1,013,000 in the fiscal 2019 first quarter. There were no audit costs in the fiscal 2020 first quarter, whereas the company incurred $565,000 in audit related costs in the fiscal 2019 first quarter.

Net bookings in the fiscal 2020 first quarter were $1.9 million, as compared to $1.5 million in the fiscal 2019 first quarter. Bookings in the fiscal second quarter are expected to exceed $3.5 million, largely due to our largest customer placing an order only six months after its previous order, versus historically there being an approximately one-year timeframe between orders. While we are very pleased at the shortened interval it is too early to know what future order intervals will be.

We are increasing our estimate for fiscal 2020 bookings from a range of $9 to $10 million to $9.5 to $10.5 million. The higher end of the range would include receipt of an end of life order. However, timing is uncertain with regard to the receipt of government/defense related contracts.

Subsequent to the end of the quarter the Board adopted the 2019 Stock Incentive Plan. On June 28, 161,000 shares of restricted were granted under the plan with immediate vesting, thus we expect approximately $282,000 of non-cash charges in the August fiscal quarter for the full value of the grants.

SOLITRON DEVICES, INC.
CONDENSED STATEMENTS OF OPERATIONS
THREE MONTHS ENDED MAY 31, 2019 AND MAY 31, 2018
(Unaudited, in thousands except for share and per share amounts)

May 31, 2019

May 31, 2018

Net Sales

2,557

1,908

Cost of Sales

2,366

1,889

Gross Profit

191

19

as a % of net sales

7.5%

1.0%

Selling, General and Administrative Expenses

444

1,013

Operating Loss

(253
)

(994
)

Other (loss) income

Interest Income

1

4

Realized gain (loss) on investments

(16
)

2

Unrealized gain (loss) on investments

19

(17
)

Other, net

–

4

Total other (loss) income

4

( 7
)

Net Income (Loss)

(249
)

(1,001
)

Net Loss Per Share-Basic and diluted

$
( 0.13
)

$
(0.53
)

Net Loss Per Share-Basic and diluted

$
( 0.13
)

$
(0.53
)

Weighted average shares outstanding-Basic

1,901,959

1,901,950

Weighted average shares outstanding-Diluted

1,901,959

1,901,950

SOLITRON DEVICES, INC.
CONDENSED BALANCE SHEETS
AS OF MAY 31, 2019 AND FEBRUARY 28, 2019
(Unaudited, in thousands except for share and per share amounts)

May 31, 2019

Feb 28, 2019

ASSETS

CURRENT ASSETS

Cash and cash equivalents

945

394

Securities

66

79

Accounts receivable

1,472

1,829

Inventories, net

3,411

3,958

Prepaid expenses and other current assets

209

156

TOTAL CURRENT ASSETS

6,103

6,416

Property, Plant and Equipment, Net

466

517

Operating Lease – Right-of-Use Asset

989

1,081

Other Assets

47

47

TOTAL ASSETS

7,605

8,061

LIABILITIES AND STOCKHOLDERS’ EQUITY

CURRENT LIABILITIES

Accounts payable

619

742

Customer deposits

5

5

Operating Lease Liability

388

378

Accrued expenses and other current liabilities

449

442

TOTAL CURRENT LIABILITIES

1,461

1,567

Operating Lease Liability

693

794

TOTAL LIABILITIES

2,154

2,361

STOCKHOLDERS’ EQUITY

Preferred stock, $.01 par value, authorized 500,000 shares, none issued

–

–

Common stock, $.01 par value, authorized 10,000,000 shares,

1,901,959 shares outstanding, net of 669,304 treasury shares

at May 31, 2019 and February 28, 2019

19

19

Additional paid-in capital

1,834

1,834

Retained Earnings

5,359

5,608

Less treasury stock

(1,761
)

(1,761
)

TOTAL STOCKHOLDERS’ EQUITY

5,451

5,700

TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY

7,605

8,061

The February 28, 2019 balance sheet includes adoption of Topic 842, Leases and a classification correction of sales return allowance from accounts payable to accrued expenses.

SOLITRON DEVICES, INC.
STATEMENTS OF CASH FLOWS
THREE MONTHS ENDED MAY 31, 2019 AND MAY 31, 2018
(Unaudited, in thousands)

2019

2018

Net loss

$
(249)

$
(1,001)

Adjustments to reconcile net loss

to net cash used in operating activities:

Depreciation and amortization

54

53

Net realized and unrealized losses (gains) on investments

(3
)

15

Accounts receivable

357

72

Inventories

547

(174
)

Prepaid expenses and other current assets

(53
)

(12
)

Other assets

–

32

Accounts payable

(123
)

(101
)

Customer deposits

–

(30
)

Accrued expenses, other current and non current liabilities

8

48

Net cash provided by (used in) operating activities

538

(1,098)

Investing activities

Proceeds from sale of securities

35

18

Purchases of Securities

(19
)

(134
)

Purchases of property and equipment

(3
)

(28
)

Net cash provided by (used in) investing activities

13

(144)

Net cash provided by (used in) financing activities

–

–

Net decrease in cash and cash equivalents

551

(1,242
)

Cash and cash equivalents – beginning of the year

394

2,215

Cash and cash equivalents – end of the year

$
945

$
973

The May 31, 2018 cash flow statement includes a classification correction of sales return allowance from accounts payable to accrued expenses.

More detailed financials will be available on our company website, under the investor relations tab, at https://solitrondevices.com/investors/.

These preliminary, unaudited results for the fiscal first quarter ended 2020 and 2019 are based on management’s review of operations for those periods and the information available to the Company as of the date of this press release. An independent registered public accounting firm has not reviewed or performed any procedures with respect to the preliminary financial information presented for the fiscal quarters ended May 31, 2019, and May 31, 2018, fiscal years ended February 28, 2019, or February 28, 2018, nor completed the audit for the fiscal year ended February 28, 2017.

About Solitron Devices, Inc.

Solitron Devices, Inc., a Delaware corporation, designs, develops, manufactures and markets solid state semiconductor components and related devices primarily for the military and aerospace markets. The Company manufactures a large variety of bipolar and metal oxide semiconductor (“MOS”) power transistors, power and control hybrids, junction and power MOS field effect transistors (“Power MOSFETS”), and other related products. Most of the Company’s products are custom made pursuant to contracts with customers whose end products are sold to the United States government. Other products, such as Joint Army/Navy (“JAN”) transistors, diodes and Standard Military Drawings voltage regulators, are sold as standard or catalog items. The Company was incorporated under the laws of the State of New York in March 1959 and reincorporated under the laws of the State of Delaware in August 1987.

Forward-Looking Statements

This press release contains forward-looking statements regarding future events and the future performance of Solitron Devices, Inc. that involve risks and uncertainties that could materially affect actual results, including statements regarding the Company’s unaudited fiscal 2020 first quarter results and the Company’s expectations regarding bookings in fiscal 2020. Factors that could cause actual results to vary from current expectations and forward-looking statements contained in this press release include, but are not limited to: (1) actual bookings for fiscal year 2020; (2) our ability to properly account for inventory in the future; (3) our ability to protect the Company’s net operating losses and tax benefits; (4) changes in our stock price, corporate or other market conditions; (5) the loss of, or reduction of business from, substantial clients; (6) our dependence on government contracts, which are subject to termination, price renegotiations and regulatory compliance; (7) changes in government policy or economic conditions; (8) increased competition; (9) the uncertainty of current economic conditions, domestically and globally; (10) the costs and uncertainty of pursuing any legal action against the Company’s prior auditor and (11) other factors contained in the Company’s Securities and Exchange Commission filings, including its Form 10-K, 10-Q and 8-K reports.

Tim Eriksen
Chief Executive Officer
(561) 848-4311
Corporate@solitrondevices.com

SOURCE: Solitron Devices, Inc.

ReleaseID: 553642

ARNPRIOR, ON / ACCESSWIRE / July 26, 2019 / Plaintree Systems Inc. (CSE: NPT) (“Plaintree” or the “Company”).

Annual Statements for the Fiscal Year ended March 31, 2019

Plaintree announced today that it has released its audited consolidated financial statements and related management discussions and analysis for the year ended March 31, 2019.

During the fiscal 2019, Plaintree realized revenues of $17,002,520 after the removal of assets held for sale, an increase of 20% over fiscal 2018 revenues of $14,276,164. Plaintree ended the year with net earnings before extraordinary costs of $44,474, down from net earnings before extraordinary costs of $881,436 in fiscal 2018.

In its financial statements for fiscal 2019, Plaintree is required to reclassify the assets and income of any assets held for sale (AHS) for the previous two years for comparison purposes of which the only material AHS are those of the Company’s Hypernetics division (see announcement below).

David Watson, Plaintree CEO, said, “The bulk of the decline in net income in fiscal 2019 was largely due to a significant Triodetic job with a more profitable portion completed in fiscal 2018 and the less profitable portion completed in fiscal 2019. Also, the resulting loss from Continuing Operations is primarily due to onetime charges connected to our change in bankers which was completed at year end. It is important to include a normalized financial analysis to put the fiscal 2019 year in perspective,” continued Watson. “Had the assets held for sale not been removed from our fiscal 2019 financials, revenue would have been $22,299,042 and net earnings before tax of $1,851,871 as compared to the fiscal 2018 results of $19,005,680 and $2,547,514 respectively.”

Letter of Intent to Sell Its Hypernetics Business

Plaintree today also announces that it has entered into a non-binding letter of intent, whereby the Company proposes to sell for cash the business and assets of its Hypernetics division (“Hypernetics”) to a large privately held US company focused on the design and manufacture of aerospace and defense components (“Proposed Transaction”). Plaintree and the proposed purchaser have commenced negotiations regarding the terms of a definitive agreement (the “Definitive Agreement”) to acquire the Hypernetics business. Plaintree has signed a binding agreement with the proposed purchaser to exclusively negotiate with them towards a Definitive Agreement until the earlier of the signing of the Definitive Agreement or August 30, 2019.

The completion of the Proposed Transaction is conditional upon, among other things:

(i) successful negotiations of and signing of a Definitive Agreement;

(ii) the receipt of all necessary regulatory and third-party consents, approvals and authorizations;

(iii) the approval of the board of directors of each of Plaintree and the proposed purchaser to the final terms and conditions of the Proposed Transaction as set forth in the Definitive Agreement and all other necessary matters related thereto prior to the signing of the Definitive Agreement; and

(iv) the shareholders of Plaintree approving of the Proposed Transaction and any and all matters in connection therewith pursuant to applicable laws.

Following satisfaction of all closing conditions, Plaintree anticipates a potential closing may take place in Q3 2019. Plaintree anticipates a potential shareholder vote on the sale during the shareholders meeting currently expected to be held on September 30, 2019.

David Watson, President and CEO of Plaintree, commented, “The entering into the non-binding letter of intent follows a decision of the board of Plaintree to rationalize the legacy aerospace business and build its Specialty Structures Division and its growing US based Summit Aerospace USA business. The proposed purchaser in question is experienced in aerospace and should be able to open new markets for Hypernetics as well as improve the company’s financial structure and position.”

Additional Information

Further details regarding the Proposed Transaction, including the purchase price and details regarding the proposed purchaser, will be provided in a comprehensive press release if and when the parties enter into a Definitive Agreement.

The Definitive Agreement will incorporate the principal terms of the Proposed Transaction described herein, and in addition, such other terms and provisions of a more detailed structure and nature as the parties may agree upon after receiving further tax, legal and financial advice from their respective advisers. However, there is no assurance that the Definitive Agreement will be successfully negotiated or entered into.

About Plaintree Systems

Plaintree has two diversified product lines consisting of Specialty Structures and Electronics.

The Specialty Structures Division includes the former Triodetic Group with over 40 years of experience, is a design/build manufacturer of steel, aluminum and stainless steel specialty structures such as commercial domes, foundations for unstable soil conditions and flood zones, for free form structures, barrel vaults, space frames and industrial dome coverings and Spotton Corporation, a design and manufacturer of high end custom hydraulic and pneumatic valves and cylinders.

The Electronics Division includes the legacy Hypernetics and Summit Aerospace USA Inc. businesses. Hypernetics was established in 1972 and is a manufacturer of avionic components for various applications including aircraft antiskid braking, aircraft instrument indicators, solenoids, high purity valves and permanent magnet alternators. Summit Aerospace USA Inc. provides high precision machining to the aerospace and defense markets. Our facility includes 5 axis CNC precision machining of complex castings and large ring parts such as turbine and assembly shrouds as well as assembly & pressure seals. Summit will support requirements from concept, prototype and throughout production.

Plaintree’s shares are traded under the symbol “NPT”. Shareholders and Investors can access Company information on CSE’s website and receive full Company disclosure monthly. For more information on Plaintree or to receive stock quotes, complete with trading summaries, bid size and ask price, brokerage house participation, insider reports, news releases, disclosure information, and CSE and SEDAR filings, visit the CSE website at www.cnsx.ca or the Company’s website at www.plaintree.com.

Plaintree is publicly traded in Canada on the CSE (NPT) with 12,925,253 common shares and 18,325 class A preferred shares outstanding.

This press release may include statements that are forward-looking and based on current expectations. The actual results of the company may differ materially from current expectations. The business of the company is subject to many risks and uncertainties, including changes in markets for the company’s products, delays in product development and introduction to manufacturing and intense competition. For a more detailed discussion of the risks and uncertainties related to the company’s business, please refer to documents filed by the company with the Canadian regulatory authorities, including the annual report of the Company for the fiscal year ended March 31, 2019 and related management discussion and analysis.

Canadian Securities Exchange has not reviewed and does not accept responsibility for the adequacy or accuracy of the content of this news release.

For further information: Lynn Saunders, CFO (613) 623-3434 x2223

SOURCE: Plaintree Systems Inc.

ReleaseID: 553626

NEW YORK, NY / ACCESSWIRE / July 26, 2019 / The Law Offices of Vincent Wong announce that class actions have commenced on behalf of certain shareholders in the following companies. If you suffered a loss you have until the lead plaintiff deadline to request that the court appoint you as lead plaintiff. There will be no obligation or cost to you.

Mammoth Energy Services, Inc. (NASDAQ: TUSK)

If you suffered a loss, contact us at: http://www.wongesq.com/pslra-1/mammoth-energy-services-inc-loss-submission-form?prid=2635&wire=1
Lead Plaintiff Deadline: August 9, 2019
Class Period: October 19, 2017 to June 5, 2019

Allegations against TUSK include that: (1) Mammoth’s subsidiary, Cobra, improperly obtained two infrastructure contracts with PREPA that totaled over $1.8 billion; (2) specifically, the contracts were awarded as the result of improper steering and not a competitive RFP process; and (3) as a result, Defendants’ statements about Mammoth’s business, operations and prospects were materially false and misleading and/or lacked a reasonable basis at all relevant times.

Cloudera, Inc. (NYSE: CLDR)

If you suffered a loss, contact us at: http://www.wongesq.com/pslra-1/cloudera-inc-loss-submission-form?prid=2635&wire=1
Lead Plaintiff Deadline: August 6, 2019
Class Period: April 28, 2017 to June 5, 2019

Allegations against CLDR include that: (i) Cloudera was finding it increasingly difficult to identify large enterprises interested in adopting the Company’s Hadoop-based platform; (ii) Cloudera needed to expend an increasing amount of capital on sales and marketing activities to generate new revenues, even as new revenue opportunities were diminishing; and (iii) Cloudera had materially diminished sales opportunities and prospects and could not generate annual positive cash flows.

Pyxus International, Inc. (NYSE: PYX)

If you suffered a loss, contact us at: http://www.wongesq.com/pslra-1/pyxus-international-inc-f-k-a-alliance-one-international-inc-loss-submission-form?prid=2635&wire=1
Lead Plaintiff Deadline: August 6, 2019
Class Period: on behalf of stockholders who purchased Pyxus (f/k/a Alliance One International, Inc. (AOI)) securities between June 7, 2018 and November 8, 2018, inclusive.

Allegations against PYX include that: (1) the Company was experiencing longer shipping cycles; (2) as a result, the Company’s financial results would be materially affected; (3) the Company lacked adequate internal control over financial reporting; (4) the Company’s accounting policies were reasonably likely to lead to regulatory scrutiny; and (5) as a result of the foregoing, Defendants’ positive statements about the Company’s business, operations, and prospects were materially misleading and/or lacked a reasonable basis.

To learn more contact Vincent Wong, Esq. either via email vw@wongesq.com or by telephone at 212.425.1140.

Vincent Wong, Esq. is an experienced attorney who has represented investors in securities litigations involving financial fraud and violations of shareholder rights. Attorney advertising. Prior results do not guarantee similar outcomes.

CONTACT:

Vincent Wong, Esq.
39 East Broadway
Suite 304
New York, NY 10002
Tel. 212.425.1140
Fax. 866.699.3880
E-Mail: vw@wongesq.com

SOURCE: The Law Offices of Vincent Wong

ReleaseID: 553643

NEW YORK, NY / ACCESSWIRE /July 26, 2019 / Faruqi & Faruqi, LLP, a leading national securities law firm, reminds investors in Ra Medical Systems, Inc. (Ra Medical or the “Company”) (NYSE:RMED) of the August 6, 2019 deadline to seek the role of lead plaintiff in a federal securities class action that has been filed against the Company.

If you invested in Ra Medical securities pursuant and/or traceable to the Company’s September 2018 initial public offering (“IPO”) and would like to discuss your legal rights, click here: www.faruqilaw.com/RMED. There is no cost or obligation to you.

You can also contact us by calling Richard Gonnello toll free at 877-247-4292 or at 212-983-9330 or by sending an e-mail to rgonnello@faruqilaw.com.

CONTACT:
FARUQI & FARUQI, LLP
685 Third Avenue, 26th Floor
New York, NY 10017
Attn: Richard Gonnello, Esq.
rgonnello@faruqilaw.com
Telephone: (877) 247-4292 or (212) 983-9330

The lawsuit has been filed in the U.S. District Court for the Southern District of California on behalf of all those who purchased Ra Medical securities pursuant and/or traceable to the Company’s September 27, 2018 IPO. The case, Derr v. Ra Medical Systems, Inc. et al., No. 19-cv-01079 was filed on June 7, 2019 and has been assigned to Judge Larry Alan Burns.

The lawsuit focuses on whether the Company and its executives violated federal securities laws by failing to disclose to investors: (1) that the Company’s evaluation of sales personnel candidates was inadequate; (2) that the Company’s training program for sales personnel was inadequate; (3) that, as a result, the Company could not reasonably assure that its newly hired sales personnel were adequately experienced; (4) that, as a result, the Company would suffer a shortage of qualified sales personnel; (5) that the Company’s manufacturing process could not reasonably support increased catheter production; (6) that, as a result, the Company would suffer production delays; and (7) that, as a result of the foregoing, Defendants’ positive statements about the Company’s business, operations, and prospects, were materially misleading and/or lacked a reasonable basis.

On March 14, 2019, the Company revealed that its fourth quarter 2018 financial results were negatively impacted by issues related to the hiring and training of qualified sales personnel as well as production limitations in the Company’s manufacturing process.

On this news, Ra Medical’s share price fell from $6.57 per share on March 14, 2019 to $4.43 per share on March 15, 2019: a $2.14 or a 32.57% drop.

The court-appointed lead plaintiff is the investor with the largest financial interest in the relief sought by the class who is adequate and typical of class members who directs and oversees the litigation on behalf of the putative class. Any member of the putative class may move the Court to serve as lead plaintiff through counsel of their choice, or may choose to do nothing and remain an absent class member. Your ability to share in any recovery is not affected by the decision to serve as a lead plaintiff or not.

Faruqi & Faruqi, LLP also encourages anyone with information regarding Ra Medical’s conduct to contact the firm, including whistleblowers, former employees, shareholders and others.

Attorney Advertising. The law firm responsible for this advertisement is Faruqi & Faruqi, LLP (www.faruqilaw.com). Prior results do not guarantee or predict a similar outcome with respect to any future matter. We welcome the opportunity to discuss your particular case. All communications will be treated in a confidential manner.

SOURCE: Faruqi & Faruqi, LLP

ReleaseID: 553525

Not for Distribution to United States Newswire Services or Dissemination in the United States

VANCOUVER, BC / ACCESSWIRE / JULY 26, 2019 / Kepler Acquisition Corp. (“Kepler” or the “Company”) (TSX-V: KEP.P), a capital pool company pursuant to Policy 2.4 of the TSX Venture Exchange (the “TSX-V”), is pleased to announce that it has entered into a letter of intent dated July 23, 2019 (the “LOI”) with ESE Entertainment Inc. (“ESE”), in respect of a proposed reverse takeover transaction (the “Transaction”) intended to constitute Kepler’s qualifying transaction, as such term is defined under Policy 2.4 of the TSX-V. Pursuant to the Transaction, Kepler will acquire all of the issued and outstanding common shares of ESE Entertainment (“ESE Shares”) at an exchange ratio of one (1) post-Forward Split (defined below) common share of Kepler (“Kepler Share”) for every one ESE Share (the “Exchange Ratio”), resulting in a reverse takeover of Kepler. It is expected that shareholders of ESE will hold, in aggregate, at least 23,000,000 of the outstanding common shares (on a non-diluted basis) of the resulting issuer (the “Resulting Issuer”) after completion of the Transaction, which represents approximately 79.3% of the total outstanding common shares (on a non-diluted basis) of the Resulting Issuer, immediately prior to the completion of the Concurrent Financing (as defined below). The Transaction does not constitute a Non-Arm’s Length Qualifying Transaction, for the purposes of the TSX-V.

The LOI anticipates that the Transaction will be effected by way of a three-cornered amalgamation of ESE Entertainment and a wholly-owned subsidiary of Kepler to be incorporated in British Columbia, or other similar form of transaction as is acceptable to the parties.

Prior to the completion of the Transaction, Kepler shall have received any requisite approvals by its shareholders to: (i) change its name to “E-Sports Era Ltd.” or such other name as determined by ESE Entertainment; (ii) replace the incumbent directors and management of the Company with the nominees of ESE Entertainment; and (iii) complete a forward share split of the Kepler Shares on the basis of a one-and-one-half new Kepler Shares for each one existing Kepler Share (the “Forward Split”) resulting in approximately 6,000,000 issued and outstanding Kepler Shares.

Pursuant to the Transaction, all outstanding warrants of ESE Entertainment will be exchanged for warrants of the Resulting Issuer. Prior to the Concurrent Financing (as defined below), ESE will undertake a private placement of up to 1,000,000 ESE Shares at an issue price of $0.15 per ESE Share for gross proceeds of up to $150,000 (the “Pre-RTO Financing”), resulting in approximately 23,000,000 issued and outstanding ESE Shares and common share purchase warrants of ESE (“ESE Warrants”) exercisable to purchase 80,000 ESE Shares, which will be issued to certain finders pursuant to the Pre-RTO Financing.

In addition, at or prior to the closing of the Transaction, ESE will undertake a private placement of up to 6,000,000 ESE Shares at an issue price of $0.25 per ESE Share for gross proceeds of at least $1,500,000 (the “Concurrent Financing”).

The board of directors and management of the Resulting Issuer after giving effect to the Transaction will be comprised of persons nominated by ESE Entertainment, subject to acceptance by the TSX-V.

The Transaction is subject to completion of certain conditions set forth in the LOI, including, without limitation: (i) approval by the directors of Kepler and ESE Entertainment; (ii) completion of satisfactory due diligence; (iii) execution of a definitive agreement (“Definitive Agreement”) on or before August 30, 2019; (iv) completion of the Concurrent Financing; and (v) receipt of all necessary shareholder, regulatory (including TSX-V) and third party approvals.

Directors, Officers and Insiders of the Resulting Issuer

The officers of the Resulting Issuer are expected to be as follows:

Konrad Wasiela, Founder and CEO

Konrad Waisela is the founder of a global private equity and real estate holdings company based in Vancouver BC, Canada. A graduate of the University of British Columbia and a Canadian Football League (CFL) alumni, Konrad played professional football for the BC Lions, Saskatchewan Roughriders and Montreal Allouettes. Through his business ventures Konrad has had the opportunity to work alongside leaders in the gaming and entertainment world, including acting as an advisor and former director of business development for APlus Translations Company. APlus Translations Company is – a global localization, transcription and language translation provider for EA Sports and Take-Two Interactive Software, Inc. Through his role at APlus Translations Company, Konrad enjoyed collaborations on the following video game titles: FIFA, NBA LIVE and Need for Speed, to name a few.

Michał Mango, Director of Player and Team Development Europe

Michal Mango has 12 years of experience in building marketing strategies in sports, including 10 years in eSports. He is the co-author of the first sociological study on eSports and gaming in Poland. From 2017 to 2018 he was responsible for the strategies of the professional eSports team, SEAL Esports. He was also responsible for procuring sponsors, including Joma, Prozis and CS:GO Empire. The SEAL eSports team won 2 local tournaments in January and March 2018 and was ranked 40th in the CS:GO world ranking.

Antoni Bohdanowicz, Director of Sales Europe

Antoni Bohdanowicz has 14 years of experience in sports, including clubs and sport associations, along with 3 years in eSports. An experienced event organizer, Antoni has organized events such as the European Championships in Rugby 7s, European and African Championships in Waterskiing and was the team manager of Frogs & Co. Warszawa, a professional eSports team. Antoni also has experience obtaining sponsors for professional eSports teams, including sponsors such as Jones Lang Lasalle, Dentons, CBRE, Vistra, Elavon, Pepsico and Browary Perła.

Jędrzej (JJ) Stęszewski, Director of Operations Europe

Jędrzej Stęszewski has 19 years of experience in sport and 3 years in eSports. He is the founder of the Polish League of American Football and was its CEO from 2006 to 2017. He was an event director of the 2019 UCI Track Cycling World Championships and numerous other events hosted in the National Stadium in Warsaw, including the following: American football, IIHF, FIFA, Premier League soccer, tennis, table tennis. Jędrzej is also a professional sports announcer and holds an MA in microelectronics and nanoelectronics from the Electronics Department of the Warsaw University of Technology.

About ESE Entertainment Inc.

ESE Entertainment is a private company incorporated under the Business Corporations Act (British Columbia). ESE Entertainment was founded in late 2018 by Konrad Wasiela, a former professional football player in the Canadian Football League. ESE Entertainment is a European based entertainment and technology company focused on eSports, and particularly, on media rights relating to eSports, physical and digital content creation and distribution of eSports related content. ESE Entertainment has created its own eSports gaming event, “ESE Rocketmania”. This event was recently attended by FC Barcelona eSports, a Spanish professional eSports organization owned by the Spanish professional soccer team FC Barcelona. ESE Entertainment also manages its own professional eSports teams that compete in online tournaments and in arenas that feature eSports events around the world for prize money. Revenue streams are generated through sponsorships, live streaming, commercials, merchandising, endorsements, social media partnerships and subscriptions, event organization and tournament and event winnings. Upon the completion of the Transaction, it is expected that the Resulting Issuer will carry on the business of ESE Entertainment.

For further information, please contact:

ESE Entertainment Inc.
Attention: Konrad Wasiela, director
Email: konrad@ese.gg

About Kepler Acquisition Corp.

Kepler is a capital pool company within the meaning of the policies of the TSX-V that has not commenced commercial operations and has no assets other than cash. Except as specifically contemplated in the TSXV’s CPC policy, until the completion of its qualifying transaction, Kepler will not carry on business, other than the identification and evaluation of businesses or assets with a view to completing a qualifying transaction under the policies of the TSX-V.

Sponsorship of a qualifying transaction of a capital pool company is required by the TSX-V, unless exempt in accordance with TSX-V policies or waived by the TSX-V. The Transaction may require sponsorship and Kepler plans to provide a news release update should a sponsor be retained. Trading of the common shares of Kepler remains halted in connection with the dissemination of this press release, and will recommence at such time as the TSX-V may determine, having regard to the completion of certain requirements pursuant to Policy 2.4 of the TSX-V. Further details of the Transaction will follow in future press releases.

Financial Information Regarding ESE Entertainment

Financial statement information pertaining to ESE Entertainment is not currently available. Such information shall be provided in a news release once it is available.

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

For further information, please contact:

Mervyn Pinto

Chief Executive Officer and Chief Financial Officer

Telephone: 604-602-0001

Forward Looking Statements:

The information provided in this press release regarding ESE Entertainment has been provided to Kepler by ESE Entertainment and has not been independently verified by Kepler.

Completion of the Transaction is subject to a number of conditions, including but not limited to, TSX-V acceptance. Where applicable, the Transaction cannot close until the required shareholder approval is obtained. There can be no assurance that the Transaction will be completed as proposed or at all.

Investors are cautioned that, except as disclosed in the filing statement to be prepared in connection with the Transaction, any information released or received with respect to the Transaction may not be accurate or complete and should not be relied upon. Trading in the securities of a capital pool company should be considered highly speculative.

The information in this press release includes certain information and statements about management’s view of future events, expectations, plans and prospects that constitute forward looking statements. These statements are based upon assumptions that are subject to significant risks and uncertainties, including assumptions that all conditions to the closing of the Transaction will be satisfied and that the Transaction will be completed on the terms set forth in the LOI. Although Kepler and ESE Entertainment consider these assumptions to be reasonable based on information currently available to them, they may prove to be incorrect, and the forward looking statements in this press release are subject to numerous risks, uncertainties and other factors that may cause future results to differ materially from those expressed or implied in such forward-looking statements. Such risk factors may include, among others, the risk that required approvals and the satisfaction of material conditions are not obtained in connection with the Transaction, the risk that the Transaction is not approved or completed on the terms set out in the LOI or Definitive Agreement (which has not or may not be entered into between Kepler and ESE Entertainment) or at all and that sufficient funds may not be raised pursuant to the Pre-RTO Financing or the Concurrent Financing. Although Kepler and ESE Entertainment believe that the expectations reflected in forward looking statements are reasonable, they can give no assurances that the expectations of any forward looking statements will prove to be correct. Except as required by law, Kepler and ESE Entertainment disclaim any intention and assume no obligation to update or revise any forward looking statements to reflect actual results, whether as a result of new information, future events, changes in assumptions, changes in factors affecting such forward looking statements or otherwise.

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

The securities referred to in this news release have not been, nor will they be, registered under the United States Securities Act of 1933, as amended, and may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons absent U.S. registration or an applicable exemption from the U.S. registration requirements.

This news release does not constitute an offer for sale of securities, nor a solicitation for offers to buy any securities.

SOURCE: Kepler Acquisition Corp.

ReleaseID: 553641

NEW YORK, NY / ACCESSWIRE / July 26, 2019 / The Law Offices of Vincent Wong announce that class actions have commenced on behalf of certain shareholders in the following companies. If you suffered a loss you have until the lead plaintiff deadline to request that the court appoint you as lead plaintiff. There will be no obligation or cost to you.

Heron Therapeutics, Inc. (NASDAQ: HRTX)

If you suffered a loss, contact us at: http://www.wongesq.com/pslra-1/heron-therapeutics-inc-loss-submission-form?prid=2634&wire=1
Lead Plaintiff Deadline: August 5, 2019
Class Period: October 31, 2018 to April 30, 2019

Allegations against HRTX include that: (i) Heron had failed to include adequate Chemistry, Manufacturing, and Controls (“CMC”) and non-clinical information in its NDA for HTX-011; (ii) the foregoing increased the likelihood that the FDA would not approve Heron’s NDA for HTX-011; and (iii) as a result, Heron’s public statements were materially false and misleading at all relevant times.

EQT Corporation (NYSE: EQT)

If you suffered a loss, contact us at: http://www.wongesq.com/pslra-1/eqt-corporation-loss-submission-form?prid=2634&wire=1
Lead Plaintiff Deadline: August 26, 2019
Class Period: June 19, 2017 to October 24, 2018

Allegations against EQT include that: (1) land acquired by the Rice Energy merger was not contiguous with the Company’s previously held acreage, which reduced the purported synergy benefits; (2) the purported longer lateral wells were not feasible because of intervening third-party parcels or prior drilling by EQT, Rice, or third parties; and (3) as a result of the foregoing, Defendants’ positive statements about the Company’s business, operations, and prospects were materially misleading and/or lacked a reasonable basis.

Fred’s, Inc. (NASDAQGS: FRED)

If you suffered a loss, contact us at: http://www.wongesq.com/pslra-1/freds-inc-loss-submission-form?prid=2634&wire=1
Lead Plaintiff Deadline: August 27, 2019
Class Period: December 20, 2016 to June 28, 2017

According to the filed complaint, defendants made numerous materially false and misleading statements concerning the level of regulatory risk faced by the Original Merger and the Revised Merger which would ultimately cause the termination of the Fred’s Asset Purchase Agreement. Specifically, Defendants made false and/or misleading statements: (i) downplaying or disputing contrary reports from journalists signaling regulatory turbulence in closing the merger; (ii) representing that inside knowledge of the FTC gave confidence that the deal would close.

To learn more contact Vincent Wong, Esq. either via email vw@wongesq.com or by telephone at 212.425.1140.

Vincent Wong, Esq. is an experienced attorney who has represented investors in securities litigations involving financial fraud and violations of shareholder rights. Attorney advertising. Prior results do not guarantee similar outcomes.

CONTACT:
Vincent Wong, Esq.
39 East Broadway
Suite 304
New York, NY 10002
Tel. 212.425.1140
Fax. 866.699.3880
E-Mail: vw@wongesq.com

SOURCE: The Law Offices of Vincent Wong

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