Annual Report on Form 20-F for financial year ended October 31, 2022 has been filed with securities regulatory authorities and is now available on Company website
TORONTO--(BUSINESS WIRE)--Li-Cycle Holdings Corp. (NYSE: LICY) (“Li-Cycle” or the “Company”), an industry leader in lithium-ion battery resource recovery and the leading lithium-ion battery recycler in North America, today announced that it has filed its audited financial statements, MD&A, CEO and CFO certifications and Annual Report on Form 20-F for the twelve months ended October 31, 2022 with applicable securities regulatory authorities. Li-Cycle’s Annual Report on Form 20-F is also available on the Company’s website, at www.li-cycle.com.
About Li-Cycle Holdings Corp.
Li-Cycle (NYSE: LICY) is on a mission to leverage its innovative Spoke & Hub Technologies™ to provide a customer-centric, end-of-life solution for lithium-ion batteries, while creating a secondary supply of critical battery materials. Lithium-ion rechargeable batteries are increasingly powering our world in automotive, energy storage, consumer electronics, and other industrial and household applications. The world needs improved technology and supply chain innovations to better manage battery manufacturing waste and end-of-life batteries and to meet the rapidly growing demand for critical and scarce battery-grade raw materials through a closed-loop solution. For more information, visit https://li-cycle.com/.
Forward Looking Information Disclaimer
Certain statements contained in this press release may be considered “forward-looking statements” within the meaning of the U.S. Private Securities Litigation Reform Act of 1995, Section 27A of the U.S. Securities Act of 1933, as amended, Section 21 of the U.S. Securities Exchange Act of 1934, as amended, and applicable Canadian securities laws. Forward-looking statements may generally be identified by the use of words such as “believe”, “may”, “will”, “continue”, “anticipate”, “intend”, “expect”, “should”, “would”, “could”, “plan”, “potential”, “future”, “target” or other similar expressions that predict or indicate future events or trends or that are not statements of historical matters, although not all forward-looking statements contain such identifying words. These statements are based on various assumptions, whether or not identified in this communication, made by Li-Cycle management. There can be no assurance that such assumptions will prove to be correct and, as a result, actual results or events may differ materially from expectations expressed in or implied by the forward-looking statements.
Forward-looking statements involve inherent risks and uncertainties, most of which are difficult to predict and many of which are beyond the control of Li-Cycle, and which may cause actual results to differ materially from the forward-looking information. These and other risks and uncertainties related to Li-Cycle’s business and the assumptions on which the forward-looking information is based are described in greater detail in the sections entitled "Risk Factors" and “Key Factors Affecting Li-Cycle’s Performance” in its Annual Report on Form 20-F filed with the U.S. Securities and Exchange Commission and the Ontario Securities Commission in Canada on February 6, 2023.
Li-Cycle assumes no obligation to update or revise any forward-looking statements, except as required by applicable laws. These forward-looking statements should not be relied upon as representing Li-Cycle’s assessments as of any date subsequent to the date of this press release.
Investor Relations
Nahla A. Azmy
Sheldon D’souza
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Media
Louie Diaz
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NEW YORK--(BUSINESS WIRE)--New Fortress Energy Inc. (“NFE” or the “Company”) (NASDAQ: NFE) announced that it has reached an agreement with Golar LNG Limited (“Golar”) (Nasdaq: GLNG) for the sale of NFE’s ownership stake in the Hilli in exchange for the return of 4.1 million NFE shares and $100 million in cash.
Pursuant to the transaction, GLNG will acquire NFE’s entire interest in the 2.4 MTPA floating liquefaction facility Hilli. The acquisition by NFE of all NFE shares held by Golar reduces the number of NFE shares outstanding to approximately 204.7 million shares. As part of the agreement, NFE will also extinguish $323 million in debt obligations associated with its interest in the Hilli.
“With this transaction we will sell our minority interest in the Hilli in exchange for 4.1 million shares of NFE and $100 million in cash,” said Wes Edens, Chairman and CEO of New Fortress Energy. “We believe this is a fair economic result for both ourselves and Golar.”
“Furthermore, from a strategic perspective, it will allow us to focus solely on our own FLNG portfolio that we own 100 percent of as well as buy back NFE stock at an attractive valuation,” continued Mr. Edens. “Golar has been a meaningful partner for the past several years and we have appreciated the opportunities to collaborate with them as we continue to advance NFE’s mission to bring more affordable, reliable and cleaner energy to customers around the world.”
FLNG Hilli is currently located offshore Kribi, Cameroon. Its customers are oil and gas company Perenco and Cameroon’s national oil firm Société Nationale des Hydrocarbures (SNH).
“Today’s announced transaction increases Golar’s portion of cash flow generation from Hilli’s existing contract until July 2026,” said Karl Fredrik Staubo, CEO of Golar. “We have enjoyed the collaborative relationship with NFE and look forward to observing their continued contribution to expanding the global LNG market.”
Subject to customary conditions, the transaction is expected to close in Q1 2023.
About New Fortress Energy Inc.
New Fortress Energy Inc. (NASDAQ: NFE) is a global energy infrastructure company founded to address energy poverty and accelerate the world’s transition to reliable, affordable, and clean energy. The company owns and operates natural gas and liquefied natural gas (LNG) infrastructure and an integrated fleet of ships and logistics assets to rapidly deliver turnkey energy solutions to global markets. Collectively, the company’s assets and operations reinforce global energy security, enable economic growth, enhance environmental stewardship and transform local industries and communities around the world.
Cautionary Language Regarding Forward-Looking Statements
This communication contains forward-looking statements. All statements contained in this communication other than historical information are forward-looking statements that involve known and unknown risks and relate to future events, our future financial performance or our projected business results. You can identify these forward-looking statements by the use of forward-looking words such as “expects,” “may,” “will,” “predicts,” “intends,” “plans,” “estimates,” “anticipates,” or the negative version of these terms or other comparable words. Forward looking statements include but are not limited to: the successful completion of the transaction; implied enterprise value for the asset; projected proceeds and the ability of NFE to redeploy the proceeds from the transaction; satisfaction of any closing conditions in accordance with the terms of the agreement and within the required dates, including any required approvals and consents; and the expected structure and date of closing of the transaction.
These forward-looking statements are necessarily estimates based upon current information and involve a number of risks, uncertainties and other factors, many of which are outside of the Company’s control. Actual results or events may differ materially from the results anticipated in these forward-looking statements. Specific factors that could cause actual results to differ from those in the forward-looking statements include, but are not limited to: the risk that the proposed transactions may not be completed in a timely manner or at all; common risks related to the sale and purchase of businesses or assets, including among others the risk of valuation and successful implementation; possibility that any or all of the various conditions to the consummation of the transaction may not be satisfied or waived (or any conditions, limitations or restrictions placed on such approvals); the receipt, on a timely basis or otherwise, of the required approvals and consents for the transaction; breach or failure by the parties to comply with the covenants and obligations under the agreement; and the ability of the parties to implement their respective plans, forecasts and other expectations after the completion of the proposed transactions. These factors are not necessarily all of the important factors that could cause actual results to differ materially from those expressed in any of NFE’s forward-looking statements. Other known or unpredictable factors could also have material adverse effects on future results.
Any forward-looking statement speaks only as of the date on which it is made, and we undertake no duty to update or revise these forward-looking statements, even though our situation may change in the future. New factors emerge from time to time, and it is not possible for the Company to predict all such factors. When considering these forward-looking statements, you should keep in mind the risk factors and other cautionary statements included in New Fortress Energy Inc.’s annual and quarterly reports filed with the Securities and Exchange Commission, which could cause its actual results to differ materially from those contained in any forward-looking statement.
Investors
Patrick Hughes
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Media
Jake Suski
+1 (516) 268-7403
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Company Receives Regulatory Clarity from NYSE American
LAS VEGAS--(BUSINESS WIRE)--$AP #AULT--Ault Alliance, Inc. (NYSE American: AULT), a diversified holding company formerly known as BitNile Holdings, Inc. (“Ault Alliance” or the “Company”), announced today that after consultation with the NYSE American, the Company is proceeding with the previous announced spin-off of securities related to Imperalis Holdings, Inc. (at times referred to as TurnOnGreen) (“TurnOnGreen”) and Giga-tronics Incorporated (“GIGA”). The Company remains committed to issuing to its stockholders 140 million shares of TurnOnGreen common stock and warrants to purchase an additional 140 million shares of TurnOnGreen common stock and 7 million shares of GIGA common stock beneficially owned by Ault Alliance. The Company will announce the record dates and payment dates of the planned dividends as it moves through the processes of filing registration statements and obtaining final regulatory approvals.
Milton “Todd” Ault, III, the Company’s Executive Chairman, stated, “We acknowledge stockholders have been concerned about the low trading price of the Company’s common stock and have been waiting for some time to receive each of these special stock dividends. The Company has now received regulatory clarity and looks forward to working with the NYSE American to assure a smooth transition and completion of each special dividend.” Ault concluded, “The Company is committed to pursuing each special dividend as soon as practicable and upon receiving the date of effectiveness of the registration statements, plans to proceed with the issuance of each special dividend.”
For more information on Ault Alliance and its subsidiaries, Ault Alliance recommends that stockholders, investors, and any other interested parties read Ault Alliance’s public filings and press releases available under the Investor Relations section at https://www.ault.com/ or available at https://www.sec.gov/.
About Ault Alliance, Inc.
Ault Alliance, Inc. is a diversified holding company pursuing growth by acquiring undervalued businesses and disruptive technologies with a global impact. Through its wholly and majority-owned subsidiaries and strategic investments, Ault Alliance owns and operates a data center at which it mines Bitcoin and provides mission-critical products that support a diverse range of industries, including oil exploration, crane services, defense/aerospace, industrial, automotive, medical/biopharma, consumer electronics, hotel operations and textiles. In addition, Ault Alliance extends credit to select entrepreneurial businesses through a licensed lending subsidiary. Ault Alliance’s headquarters are located at 11411 Southern Highlands Parkway, Suite 240, Las Vegas, NV 89141; https://www.ault.com/.
Forward-Looking Statements
This press release contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking statements generally include statements that are predictive in nature and depend upon or refer to future events or conditions, and include words such as “believes,” “plans,” “anticipates,” “projects,” “estimates,” “expects,” “intends,” “strategy,” “future,” “opportunity,” “may,” “will,” “should,” “could,” “potential,” or similar expressions. Statements that are not historical facts are forward-looking statements. Forward-looking statements are based on current beliefs and assumptions that are subject to risks and uncertainties. Forward-looking statements speak only as of the date they are made, and the Company undertakes no obligation to update any of them publicly in light of new information or future events. Actual results could differ materially from those contained in any forward-looking statement as a result of various factors. More information, including potential risk factors, that could affect the Company’s business and financial results are included in the Company’s filings with the U.S. Securities and Exchange Commission, including, but not limited to, the Company’s Forms 10-K, 10-Q and 8-K. All filings are available at https://www.sec.gov/ and on the Company’s website at https://www.ault.com/.
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North America’s Building Trades Unions (NABTU) among signees joining Constellation on pledge to increase diversity, equity in energy sector
BALTIMORE--(BUSINESS WIRE)--Constellation and its union partners have signed a historic pledge to increase diversity in the building trades among populations that have not historically worked in the energy industry.
The pledge, signed by Constellation and North America’s Building Trades Unions (NABTU) leaders last week, applies to all Constellation building trades projects and seeks to increase access, equity and advancement opportunities for underrepresented groups, such as women and communities of color. The pledge also sets standards to eliminate bias and create a culture of belonging in all aspects of recruitment, hiring, training, and retention practices.
Constellation, the largest generator of carbon free energy in the U.S. with a fleet of 12 nuclear clean energy centers operating in Illinois, New York, Pennsylvania and Maryland, employs several thousand members of North America’s Building Trades Unions each year.
“Diversity, equity and inclusion have long been core values at Constellation. We are committed to ensuring our workforce is reflective of diverse communities throughout America,” said Joe Dominguez, Constellation’s President and CEO. “This monumental pledge will help ensure Americans of all backgrounds can join us on the journey towards a clean energy future.”
Constellation, its contractors and union partners will report each year on the engagement and partnerships formed with community leaders and the workforce development programs to help meet the pledge. Along with Constellation and NABTU, pledge signees include industry employers such as Allied Power, Siemens Energy, GE-APM, JJ White, BrandSafway, and Brieser Construction.
NABTU is a labor organization representing more than three million skilled craft professionals in the United States and Canada. It is composed of 14 national and international unions and over 330 provincial, state and local building and construction trades councils. President Sean McGarvey has more than 40 years of experience in the industry and said more can be done to diversify the ranks of employees.
“Improving diversity and making work environments across the skilled trades more equitable are top priorities at NABTU, and we are proud to sign this pledge with Constellation to continue to create opportunities within the energy sector for people of all backgrounds,” said Sean McGarvey, President of North America’s Building Trades Unions. “We know it takes deliberate and intentional work to recruit and retain a more diverse workforce. We look forward to working with Constellation to maximize this commitment and provide more meaningful middle-class career pathways for diverse communities across America."
Constellation, NABTU and its union partners have committed to form an oversight committee comprised of representatives from each signatory to facilitate their efforts, which will include transparency of recruitment efforts, areas of opportunity, and sharing of best practices.
Constellation is committed to being a leader in the industry to ensure there’s equitable access to its workforce for Americans from all cultures and walks of life.
About Constellation
Headquartered in Baltimore, Constellation Energy Corporation (Nasdaq: CEG) is the nation’s largest producer of clean, carbon-free energy and a leading supplier of energy products and services to businesses, homes, community aggregations and public sector customers across the continental United States, including three fourths of Fortune 100 companies. With annual output that is nearly 90 percent carbon-free, our hydro, wind and solar facilities paired with the nation’s largest nuclear fleet have the generating capacity to power the equivalent of 15 million homes, providing 10 percent of the nation’s clean energy. We are further accelerating the nation’s transition to a carbon-free future by helping our customers reach their sustainability goals, setting our own ambitious goal of achieving 100 percent carbon-free generation by 2040, and by investing in promising emerging technologies to eliminate carbon emissions across all sectors of the economy. Follow Constellation on LinkedIn and Twitter.
Brett Nauman
Constellation Communications
309-433-6894
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COLUMBUS, Ind.--(BUSINESS WIRE)--Cummins Inc. (NYSE: CMI) today reported fourth quarter and full year 2022 results.
Revenues for the fourth quarter were $7.8 billion. Excluding Meritor, Inc., the acquisition of which was completed on August 3, 2022, revenues were $6.6 billion, 13 percent higher than the same quarter in 2021. Excluding Meritor, sales in North America increased 25 percent and international revenues decreased 1 percent compared to fourth quarter 2021, as strong demand across all global markets were offset by a market slowdown in China, as well as Russia, where operations have been suspended indefinitely.
Net income attributable to Cummins in the fourth quarter was $631 million, or $4.43 per diluted share. The tax rate in the fourth quarter was 17.2 percent including $52 million, or $0.36 per diluted share, of favorable discrete tax items. Excluding the Meritor business and related integration costs, net income for the quarter was $644 million, or $4.52 per diluted share, compared to $394 million, or $2.73 per diluted share, in 2021. Fourth quarter results also include $0.11 per diluted share of costs related to the separation of the Filtration business.
Earnings before interest, taxes, depreciation and amortization (EBITDA) in the fourth quarter was $1.1 billion, or 14.2 percent of sales. Excluding the Meritor business and related integration costs, as well as $19 million of costs related to the separation of the Filtration business, EBITDA was 16.1 percent of sales, compared to 12.1 percent of sales a year ago.
Fourth quarter results for the company included a full three months of Meritor. Meritor results within the quarter include $1.2 billion in revenue and EBITDA of $60 million. Fourth quarter results also include $27 million of integration related costs. EBITDA for Meritor operations, excluding the integration costs, was $87 million in the quarter, or 7.5 percent of sales.
“In 2022, Cummins continued to advance its Destination Zero growth strategy through the acquisitions of Jacobs Vehicles Systems, Meritor and the Siemens Commercial Vehicles business. The innovative talent, technology and capabilities these acquisitions bring will position Cummins for success as the industry decarbonizes,” said President and CEO Jennifer Rumsey. “We delivered strong profitability in the fourth quarter and achieved record full year revenues, EBITDA and EPS last year. I want to thank all our employees for helping us navigate a difficult supply chain environment and making 2022 a successful year.”
Revenues for the full year were $28.1 billion. Excluding Meritor, revenues were $26.2 billion, 9 percent higher than 2021. Sales in North America increased 18 percent and international revenues decreased 2 percent compared to 2021, as strong demand across all global markets was partially offset by a market slowdown in China, as well as Russia, where operations have been suspended indefinitely.
Net income attributable to Cummins for the full year was $2.2 billion, or $15.12 per diluted share. The tax rate in 2022 was 22.6 percent with a net zero impact from discrete tax items. Excluding the Meritor business and related acquisition costs, integration costs and purchase accounting impacts, net income for 2022 was $15.67 per diluted share, compared to $14.61 per diluted share in 2021. Full year results also include $0.72 per diluted share of costs related to the indefinite suspension of operations in Russia and $0.45 per diluted share for the separation of the Filtration business.
EBITDA in 2022 was $3.8 billion, or 13.5 percent of sales. Excluding the Meritor business and related acquisition costs, integration costs and purchase accounting impacts, as well as $111 million of costs related to the Russia suspension of operations and $81 million of costs for the separation of the Filtration business, EBITDA was $4.0 billion, or 15.1 percent of sales, compared to $3.5 billion, or 14.7 percent of sales, a year ago.
Full year results for the company included five months of operations following the acquisition of Meritor. Meritor results within 2022 include $1.9 billion in revenue and EBITDA of $26 million. Results of Meritor include an inventory valuation adjustment as required by purchase accounting, which resulted in a negative impact of $32 million. 2022 results also include $83 million of acquisition and integration related costs, which consist of consulting and banker fees, and employee separation and retention payments. EBITDA for Meritor operations, excluding the purchase accounting and acquisition and integration costs, was $141 million in the year, or 7.4 percent of sales.
2023 Outlook:
Based on its current forecast, Cummins projects full year 2023 revenues to be up 12 to 17 percent, and EBITDA to be in the range of 14.5 and 15.2 percent of sales.
The outlook above includes the projected results of the Meritor business for 2023, but excludes any costs or benefits associated with the planned separation of the Filtration business. Within the Components Segment, Cummins expects revenues of the Meritor business for 2023 to be between $4.5 billion to $4.7 billion, and EBITDA to be in the range of 10.3 to 11.0 percent of sales. The electric powertrain portion of the Meritor business has been integrated within the New Power portfolio with projected EBITDA losses of $55 million included in the overall guidance for that segment.
The company plans to continue to generate strong operating cash flow and returns for shareholders and is committed to our long-term strategic goal of returning 50 percent of operating cash flow back to shareholders. In the near term, we will focus on dividends and reducing the debt related to the Meritor acquisition, while continuing to deliver profitable growth to our shareholders.
“In 2023, we anticipate that demand will remain strong in most of our key regions and markets, especially in the first half of the year. We will continue monitoring global economic indicators closely and ensure we are prepared should economic momentum slow further,” said Rumsey. “We expect revenue growth and margin expansion in our core business and strong growth in our New Power segment in 2023.”
2022 Highlights:
1 Generally Accepted Accounting Principles in the U.S.
Fourth quarter 2022 detail (all comparisons to same period in 2021):
Engine Segment
Distribution Segment
Components Segment
Power Systems Segment
New Power Segment
About Cummins Inc.
Cummins Inc., a global power leader, is a corporation of complementary business segments that design, manufacture, distribute and service a broad portfolio of power solutions. The company’s products range from diesel, natural gas, electric and hybrid powertrains and powertrain-related components including filtration, aftertreatment, turbochargers, fuel systems, controls systems, air handling systems, automated transmissions, axles, drivelines, brakes, suspension systems, electric power generation systems, batteries, electrified power systems, electric powertrains, hydrogen production and fuel cell products. Headquartered in Columbus, Indiana (U.S.), since its founding in 1919, Cummins employs approximately 73,600 people committed to powering a more prosperous world through three global corporate responsibility priorities critical to healthy communities: education, environment and equality of opportunity. Cummins serves its customers online, through a network of company-owned and independent distributor locations, and through thousands of dealer locations worldwide and earned about $2.2 billion on sales of $28.1 billion in 2022. See how Cummins is powering a world that's always on by accessing news releases and more information at https://www.cummins.com/always-on.
Forward-looking disclosure statement
Information provided in this release that is not purely historical are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including statements regarding our forecasts, guidance, preliminary results, expectations, hopes, beliefs and intentions on strategies regarding the future. These forward-looking statements include, without limitation, statements relating to our plans and expectations for our revenues and EBITDA. Our actual future results could differ materially from those projected in such forward-looking statements because of a number of factors, including, but not limited to: any adverse results of our internal review into our emissions certification process and compliance with emission standards; increased scrutiny from regulatory agencies, as well as unpredictability in the adoption, implementation and enforcement of emission standards around the world; changes in international, national and regional trade laws, regulations and policies; any adverse effects of the U.S. government's COVID-19 vaccine mandates; changes in taxation; global legal and ethical compliance costs and risks; increasingly stringent environmental laws and regulations; future bans or limitations on the use of diesel-powered products; any adverse effects of the conflict between Russia and Ukraine and the global response (including government bans or restrictions on doing business in Russia); failure to successfully integrate the acquisition of Meritor, Inc.; failure to realize all of the anticipated benefits from our acquisition of Meritor, Inc.; raw material, transportation and labor price fluctuations and supply shortages; aligning our capacity and production with our demand; the actions of, and income from, joint ventures and other investees that we do not directly control; large truck manufacturers' and original equipment manufacturers' customers discontinuing outsourcing their engine supply needs or experiencing financial distress, bankruptcy or change in control; product recalls; variability in material and commodity costs; the development of new technologies that reduce demand for our current products and services; lower than expected acceptance of new or existing products or services; product liability claims; our sales mix of products; failure to complete, adverse results from or failure to realize the expected benefits of the separation of our filtration business; our plan to reposition our portfolio of product offerings through exploration of strategic acquisitions and divestitures and related uncertainties of entering such transactions; challenging markets for talent and ability to attract, develop and retain key personnel; climate change and global warming; exposure to potential security breaches or other disruptions to our information technology environment and data security; political, economic and other risks from operations in numerous countries including political, economic and social uncertainty and the evolving globalization of our business; competitor activity; increasing competition, including increased global competition among our customers in emerging markets; labor relations or work stoppages; foreign currency exchange rate changes; the performance of our pension plan assets and volatility of discount rates; the price and availability of energy; continued availability of financing, financial instruments and financial resources in the amounts, at the times and on the terms required to support our future business; and other risks detailed from time to time in our SEC filings, including particularly in the Risk Factors section of our 2021 Annual Report on Form 10-K and Quarterly Reports on Form 10-Q. Shareholders, potential investors and other readers are urged to consider these factors carefully in evaluating the forward-looking statements and are cautioned not to place undue reliance on such forward-looking statements. The forward-looking statements made herein are made only as of the date of this press release and we undertake no obligation to publicly update any forward-looking statements, whether as a result of new information, future events or otherwise. More detailed information about factors that may affect our performance may be found in our filings with the SEC, which are available at http://www.sec.gov or at http://www.cummins.com in the Investor Relations section of our website.
Presentation of Non-GAAP Financial Information
EBITDA is a non-GAAP measure used in this release and is defined and reconciled to what management believes to be the most comparable GAAP measure in a schedule attached to this release, except for forward-looking measures of EBITDA where a reconciliation to the corresponding GAAP measures is not available due to the variability, complexity and limited visibility of the non-cash items that are excluded from the non-GAAP outlook measure. Cummins presents this information as it believes it is useful to understanding the Company's operating performance, and because EBITDA is a measure used internally to assess the performance of the operating units.
Webcast information
Cummins management will host a teleconference to discuss these results today at 10 a.m. EST. This teleconference will be webcast and available on the Investor Relations section of the Cummins website at www.cummins.com. Participants wishing to view the visuals available with the audio are encouraged to sign-in a few minutes prior to the start of the teleconference.
CUMMINS INC. AND SUBSIDIARIES |
||||||
CONDENSED CONSOLIDATED STATEMENTS OF NET INCOME |
||||||
(Unaudited) (a) |
||||||
|
|
Three months ended December 31, |
||||
In millions, except per share amounts |
|
|
2022 |
|
|
2021 |
NET SALES |
|
$ |
7,770 |
|
$ |
5,850 |
Cost of sales |
|
|
5,951 |
|
|
4,533 |
GROSS MARGIN |
|
|
1,819 |
|
|
1,317 |
OPERATING EXPENSES AND INCOME |
|
|
|
|
||
Selling, general and administrative expenses |
|
|
742 |
|
|
629 |
Research, development and engineering expenses |
|
|
333 |
|
|
288 |
Equity, royalty and interest income from investees |
|
|
88 |
|
|
109 |
Other operating expense, net |
|
|
30 |
|
|
14 |
OPERATING INCOME |
|
|
802 |
|
|
495 |
Interest expense |
|
|
87 |
|
|
26 |
Other income, net |
|
|
63 |
|
|
45 |
INCOME BEFORE INCOME TAXES |
|
|
778 |
|
|
514 |
Income tax expense |
|
|
134 |
|
|
114 |
CONSOLIDATED NET INCOME |
|
|
644 |
|
|
400 |
Less: Net income attributable to noncontrolling interests |
|
|
13 |
|
|
6 |
NET INCOME ATTRIBUTABLE TO CUMMINS INC. |
|
$ |
631 |
|
$ |
394 |
|
|
|
|
|
||
EARNINGS PER COMMON SHARE ATTRIBUTABLE TO CUMMINS INC. |
|
|
|
|
||
Basic |
|
$ |
4.47 |
|
$ |
2.76 |
Diluted |
|
$ |
4.43 |
|
$ |
2.73 |
|
|
|
|
|
||
WEIGHTED-AVERAGE COMMON SHARES OUTSTANDING |
|
|
|
|
||
Basic |
|
|
141.3 |
|
|
142.9 |
Diluted |
|
|
142.3 |
|
|
144.1 |
|
|
|
|
|
||
(a) Prepared on an unaudited basis in accordance with accounting principles generally accepted in the United States of America. |
||||||
|
|
Years ended December 31, |
||||
In millions, except per share amounts |
|
|
2022 |
|
|
2021 |
NET SALES |
|
$ |
28,074 |
|
$ |
24,021 |
Cost of sales |
|
|
21,355 |
|
|
18,326 |
GROSS MARGIN |
|
|
6,719 |
|
|
5,695 |
OPERATING EXPENSES AND INCOME |
|
|
|
|
||
Selling, general and administrative expenses |
|
|
2,687 |
|
|
2,374 |
Research, development and engineering expenses |
|
|
1,278 |
|
|
1,090 |
Equity, royalty and interest income from investees |
|
|
349 |
|
|
506 |
Other operating expense, net |
|
|
174 |
|
|
31 |
OPERATING INCOME |
|
|
2,929 |
|
|
2,706 |
Interest expense |
|
|
199 |
|
|
111 |
Other income, net |
|
|
89 |
|
|
156 |
INCOME BEFORE INCOME TAXES |
|
|
2,819 |
|
|
2,751 |
Income tax expense |
|
|
636 |
|
|
587 |
CONSOLIDATED NET INCOME |
|
|
2,183 |
|
|
2,164 |
Less: Net income attributable to noncontrolling interests |
|
|
32 |
|
|
33 |
NET INCOME ATTRIBUTABLE TO CUMMINS INC. |
|
$ |
2,151 |
|
$ |
2,131 |
|
|
|
|
|
||
EARNINGS PER COMMON SHARE ATTRIBUTABLE TO CUMMINS INC. |
|
|
|
|
||
Basic |
|
$ |
15.20 |
|
$ |
14.74 |
Diluted |
|
$ |
15.12 |
|
$ |
14.61 |
|
|
|
|
|
||
WEIGHTED-AVERAGE COMMON SHARES OUTSTANDING |
|
|
|
|
||
Basic |
|
|
141.5 |
|
|
144.6 |
Diluted |
|
|
142.3 |
|
|
145.9 |
|
|
|
|
|
||
(a) Prepared on an unaudited basis in accordance with accounting principles generally accepted in the United States of America. |
||||||
CUMMINS INC. AND SUBSIDIARIES |
||||||||
CONDENSED CONSOLIDATED BALANCE SHEETS |
||||||||
(Unaudited) (a) |
||||||||
In millions, except par value |
|
December 31, |
|
December 31, |
||||
ASSETS |
|
|
|
|
||||
Current assets |
|
|
|
|
||||
Cash and cash equivalents |
|
$ |
2,101 |
|
|
$ |
2,592 |
|
Marketable securities |
|
|
472 |
|
|
|
595 |
|
Total cash, cash equivalents and marketable securities |
|
|
2,573 |
|
|
|
3,187 |
|
Accounts and notes receivable, net |
|
|
5,202 |
|
|
|
3,990 |
|
Inventories |
|
|
5,603 |
|
|
|
4,355 |
|
Prepaid expenses and other current assets |
|
|
1,073 |
|
|
|
777 |
|
Total current assets |
|
|
14,451 |
|
|
|
12,309 |
|
Long-term assets |
|
|
|
|
||||
Property, plant and equipment, net |
|
|
5,521 |
|
|
|
4,422 |
|
Investments and advances related to equity method investees |
|
|
1,759 |
|
|
|
1,538 |
|
Goodwill |
|
|
2,343 |
|
|
|
1,287 |
|
Other intangible assets, net |
|
|
2,687 |
|
|
|
900 |
|
Pension assets |
|
|
1,398 |
|
|
|
1,488 |
|
Other assets |
|
|
2,140 |
|
|
|
1,766 |
|
Total assets |
|
$ |
30,299 |
|
|
$ |
23,710 |
|
|
|
|
|
|
||||
LIABILITIES |
|
|
|
|
||||
Current liabilities |
|
|
|
|
||||
Accounts payable (principally trade) |
|
$ |
4,252 |
|
|
$ |
3,021 |
|
Loans payable |
|
|
210 |
|
|
|
208 |
|
Commercial paper |
|
|
2,574 |
|
|
|
313 |
|
Current maturities of long-term debt |
|
|
573 |
|
|
|
59 |
|
Accrued compensation, benefits and retirement costs |
|
|
617 |
|
|
|
683 |
|
Current portion of accrued product warranty |
|
|
726 |
|
|
|
755 |
|
Current portion of deferred revenue |
|
|
1,004 |
|
|
|
855 |
|
Other accrued expenses |
|
|
1,465 |
|
|
|
1,190 |
|
Total current liabilities |
|
|
11,421 |
|
|
|
7,084 |
|
Long-term liabilities |
|
|
|
|
||||
Long-term debt |
|
|
4,498 |
|
|
|
3,579 |
|
Deferred revenue |
|
|
844 |
|
|
|
850 |
|
Other liabilities |
|
|
3,311 |
|
|
|
2,796 |
|
Total liabilities |
|
$ |
20,074 |
|
|
$ |
14,309 |
|
|
|
|
|
|
||||
Redeemable noncontrolling interests |
|
$ |
258 |
|
|
$ |
366 |
|
|
|
|
|
|
||||
EQUITY |
|
|
|
|
||||
Cummins Inc. shareholders’ equity |
|
|
|
|
||||
Common stock, $2.50 par value, 500 shares authorized, 222.5 and 222.5 shares issued |
|
$ |
2,243 |
|
|
$ |
2,099 |
|
Retained earnings |
|
|
18,037 |
|
|
|
16,741 |
|
Treasury stock, at cost, 81.2 and 80.0 shares |
|
|
(9,415 |
) |
|
|
(9,123 |
) |
Accumulated other comprehensive loss |
|
|
(1,890 |
) |
|
|
(1,571 |
) |
Total Cummins Inc. shareholders’ equity |
|
|
8,975 |
|
|
|
8,146 |
|
Noncontrolling interests |
|
|
992 |
|
|
|
889 |
|
Total equity |
|
$ |
9,967 |
|
|
$ |
9,035 |
|
Total liabilities, redeemable noncontrolling interests and equity |
|
$ |
30,299 |
|
|
$ |
23,710 |
|
|
|
|
|
|
||||
(a) Prepared on an unaudited basis in accordance with accounting principles generally accepted in the United States of America. |
||||||||
Jon Mills, Director External Communictions and Global Brand
317-658-4540
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STAMFORD, Conn.--(BUSINESS WIRE)--Altus Power, Inc. (“Altus Power” or the “Company”) (NYSE: AMPS), the premier independent developer, owner and operator of commercial-scale solar facilities, today announced the appointment of Sophia Lee as its Chief Sustainability Officer, in addition to her current role as the Company’s Chief Legal Officer.
“Sophia’s dedication to formalizing our firm-wide commitment to sustainability practices and her determination to embed environmental, social and governance (ESG) principles into every facet of our business has helped Altus Power make further strides as a good corporate citizen and improved visibility through more detailed reporting for the benefit of our partners, customers and all stakeholders. With her new role, Sophia will ensure that our board and management team prioritize ESG risks and opportunities and integrate them into our strategic decisions,” said Lars Norell, Co-CEO of Altus Power. “Sophia’s experience with data-driven initiatives and governance leadership will continue to ensure we have a plan to execute on our business goals in a sustainable and inclusive manner.”
“I am proud to be part of a team whose mission is dedicated to driving the clean energy transition for our partners and customers. As Chief Sustainability Officer, I look forward to building on our achievements while analyzing our own carbon footprint and our impact on the people and communities we operate in,” commented Lee. “Altus Power is committed to conducting our business ethically, and with transparency, honesty and integrity, all of which we believe are essential to maximizing long-term value for our stakeholders.”
Lee joined Altus Power in May 2021 as Chief Legal Officer, and has a Juris Doctorate from the New York University School of Law and a Bachelors of Science in Mechanical Engineering from the Massachusetts Institute of Technology.
About Altus Power, Inc.
Altus Power, based in Stamford, Connecticut, is the premier independent commercial-scale clean electrification company serving commercial, industrial, public sector and community solar customers with an end-to-end solution. Altus Power originates, develops, owns and operates locally-sited solar generation, energy storage and charging infrastructure across the nation. Visit www.altuspower.com to learn more.
Altus Power
Chris Shelton
Head of IR
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Expects to Release Full-Year 2022 Results and 2023 Outlook on March 7, 2023
KANSAS CITY, Mo.--(BUSINESS WIRE)--$CORR--CorEnergy Infrastructure Trust, Inc. (NYSE: CORR, CORRPrA) ("CorEnergy" or the "Company") announced today that its Board of Directors has determined the Company will suspend dividend payments on its 7.375% Series A Cumulative Redeemable Preferred Stock and the Company’s common stock.
“After careful consideration, the Board agreed with management’s recommendation to suspend dividends due to a combination of declining volumes and increased costs in our California systems. As a result, we filed for a 36% rate increase on our SPB line in California based on the regulated cost-of-service tariff structure,” said Dave Schulte, Chairman and Chief Executive Officer.
“Additionally, near-term debt maturities provide a transitory challenge, which will be addressed with a focus on monetizing assets and reducing total leverage. Pending the resumption of dividends, we believe that retained capital best benefits stockholders through the reduction of debt. The Board will continue to evaluate future dividend payments on a quarterly basis,” Schulte concluded.
CorEnergy intends to provide additional information about its corporate priorities and development plans with its full-year 2022 results report, expected to occur on March 7, 2023. The Company also intends to provide its 2023 outlook at that time, including updates on development efforts in the energy transition.
CorEnergy’s 7.375% Series A Cumulative Redeemable Preferred Stock will accrue dividends during any period in which dividends are not paid. Any accrued Series A Cumulative Redeemable Preferred dividends must be paid prior to the Company resuming common dividend payments. Based on the suspension of dividend payments to CorEnergy’s public equity holders, the Crimson A-1, A-2 and A-3 Units and CorEnergy’s Class B Common Stock will not receive dividends.
About CorEnergy Infrastructure Trust, Inc.
CorEnergy Infrastructure Trust, Inc. (NYSE: CORR, CORRPrA) is a real estate investment trust that owns and operates regulated natural gas transmission and distribution lines and crude oil transmission pipelines and associated rights-of-way. For more information, please visit corenergy.reit.
Forward-Looking Statements
With the exception of historical information, certain statements contained in this press release may include "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Although CorEnergy believes that the expectations reflected in these forward-looking statements are reasonable, they do involve assumptions, risks and uncertainties, and these expectations may prove to be incorrect. Actual results could differ materially from those anticipated in these forward-looking statements as a result of a variety of factors, including those factors discussed in CorEnergy’s reports that are filed with the Securities and Exchange Commission. You should not place undue reliance on these forward-looking statements, which speak only as of the date of this press release. Other than as required by law, CorEnergy does not assume a duty to update any forward-looking statement. In particular, any dividends paid in the future to our stockholders will depend on the actual performance of CorEnergy, its costs of leverage and other operating expenses and will be subject to the approval of CorEnergy’s Board of Directors and compliance with leverage covenants and other applicable requirements.
Source: CorEnergy Infrastructure Trust, Inc.
CorEnergy Infrastructure Trust, Inc.
Investor Relations
Debbie Hagen or Matt Kreps
877-699-CORR (2677)
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PITTSBURGH--(BUSINESS WIRE)--ERIKS North America, a leading distributor of fluid and material conveyance solutions for industrial customers, announced today that it has appointed Michael Pastore as its Chief Operating Officer (COO).
Michael brings over 20 years of industrial distribution experience to ERIKS North America and has held executive leadership positions across multiple functional areas. He most recently served as Vice President, Operations at Kaman Distribution Group and, throughout his career, Michael has championed excellence in Supply Chain, Branch Operations, and IT. He brings a proven track record of improving operating efficiencies and service levels.
As COO, Michael will lead all manufacturing, quality, supply chain, EHS and customer service activities at ERIKS North America. He will also be responsible for setting broad operational goals for the organization, implementing best practices, optimizing inventory management and improving productivity.
"We are thrilled to have Michael join our team as COO," said Jeff Crane, CEO of ERIKS North America. "His track record of success driving operational excellence makes him a valuable asset to our organization. We look forward to the positive impact he will have on our company."
"I am excited to join ERIKS North America and to be a part of an organization that is committed to continuous improvement and outstanding customer service. I look forward to working with the team to solidify the company’s position as the preferred provider of fluid and material conveyance solutions," said Michael Pastore, COO of ERIKS North America.
About ERIKS North America:
ERIKS North America, a portfolio company of LKCM Headwater Investments, is a leading distributor of fluid and material conveyance solutions for industrial customers. Our technical solutions and services keep our customers running, reduce downtime and total cost of ownership.
Lauren Shaffer, Digital Marketing Specialist
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412-925-7390
ATHENS, Greece--(BUSINESS WIRE)--Danaos Corporation (NYSE: DAC), one of the world’s largest independent owners of containerships, announced today that it will release its results for the fourth quarter ended December 31, 2022, after the close of the market in New York on Tuesday, February 14, 2023.
The Company’s management team will host a conference call to discuss the results on Wednesday, February 15, 2023 at 9:00 A.M. ET.
Conference Call Details:
Participants should dial into the call 10 minutes before the scheduled time using the following numbers:
U.S. Toll Free Dial-in: 1 844 802 2437
U.K. Toll Free Dial-in: 0 800 279 9489
Standard International Dial-in: +44 (0) 2075 441 375
Please indicate to the operator that you wish to join the Danaos Corporation earnings call.
A telephonic replay of the conference call will be available until February 22, 2023 by dialing 1 877 344 7529 (US Toll Free Dial In) or 1-412-317-0088 (Standard International Dial In) and using 6753609# as your access code.
Audio Webcast:
A live audio webcast of the conference call will be available through the Danaos Corporation website (www.danaos.com). Participants of the live audio webcast should register on the website approximately 10 minutes prior to the start of the webcast. An archived version of the audio webcast will be available on the website within 48 hours of the completion of the call.
About Danaos Corporation
Danaos Corporation is one of the largest independent owners of modern, large-size containerships. Our current fleet of 68 containerships aggregating 421,293 TEUs and 6 under construction containerships aggregating 46,200 TEUs ranks Danaos among the largest containership charter owners in the world based on total TEU capacity. Our fleet is chartered to many of the world's largest liner companies on fixed-rate charters. Our long track record of success is predicated on our efficient and rigorous operational standards and environmental controls. Danaos Corporation's shares trade on the New York Stock Exchange under the symbol "DAC".
Visit our website at www.danaos.com
Company Contact:
Evangelos Chatzis
Chief Financial Officer
Danaos Corporation
Athens, Greece
Tel: +30 210 419 6480
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Iraklis Prokopakis
Senior Vice President & Chief Operating Officer
Danaos Corporation
Athens, Greece
Tel. +30 210 419 6400
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Investor Relations and Financial Media:
Rose & Company
New York
Tel. 212-359-2228
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Stratus and customer Streamline Innovations to present emission-reducing Oil & Gas solution running AI-powered predictive maintenance and remote operation on Stratus ztC® Edge platform
MAYNARD, Mass.--(BUSINESS WIRE)--Stratus Technologies, Inc. (“Stratus”), an SGH (Nasdaq: SGH) company and a global leader in simplified, protected, and autonomous Edge Computing platforms, today announced that it will demonstrate its Edge Computing platforms and pre-validated control architectures – developed with Rockwell Automation and Schneider Electric – at the 27th annual ARC Industry Leadership Forum in Orlando, Florida, February 6-9.
This year’s conference theme focuses on Driving Sustainability, Energy Transition, and Performance through Digitalization. Stratus and customer Streamline Innovations will present about sustainable gas treating solutions during the Oil & Gas Transformation session.
“As companies’ ESG initiatives call for increased operational efficiency, resilience, and sustainability, availability of actionable information becomes essential. Loss of data and applications puts safe, sustainable, and efficient operations at risk,” said Stephen Greene, vice president of global marketing and business development at Stratus. “Edge Computing platforms extend intelligence and data analysis to the edge, enabling companies to make more accurate business decisions. Streamline Innovations’ solution is a prime example of a Stratus customer achieving tangible benefits.”
Panel Presentation: Streamline Innovation’s Success with Edge Computing
Dr. Peter Photos, chief technology officer (CTO) at Streamline Innovations, and Sean Smiley, vice president, Americas, Stratus, will present during the Oil & Gas Transformation session , which will be held on Thursday, February 9 at 8:30 a.m. ET in the Oceans 12 Room. Dr. Photos will discuss Streamline Innovations’ VALKYRIE® gas treating system powered by Stratus ztC Edge platform that delivers a sustainable solution to reduce emissions.
“Sustainability is a major focus for us as our company specializes in a clean tech processes that eliminates pollution for oil and gas, water and wastewater, landfills, and biogas,” said Dr. Peter Photos, CTO at Streamline Innovations. “By leveraging the Stratus ztC Edge platform, we’ve created a complete AI-based solution that surpasses our customers’ requirements for uptime, emissions management, and cost.”
For more information about Streamline Innovation’s use of Stratus’ Edge Computing, read the full case study here.
Stratus to Showcase Turnkey Edge Computing Platforms
Stratus will demonstrate its Edge Computing platforms and solutions at booth #34, including:
Additionally, to demonstrate how pre-validated and tested architectures can save engineering time, enable rapid deployment, and simplify OT and IT management, Stratus will highlight:
To learn more about Stratus at ARC Industry Leadership Forum, visit the event page. Video sessions will also be available online February 27-March 27.
About Stratus
For leaders digitally transforming their operations to drive predictable, peak performance with minimal risk, Stratus ensures the continuous availability of business-critical applications by delivering zero-touch Edge Computing platforms that are simple to deploy and maintain, protected from interruptions and threats, and autonomous. For 40 years, we have provided reliable and redundant zero-touch computing, enabling global Fortune 500 companies and small-to-medium sized businesses to securely and remotely turn data into actionable intelligence at the Edge, cloud and data center – driving uptime and efficiency. For more information, please visit www.stratus.com or follow on Twitter @StratusAlwaysOn and LinkedIn @StratusTechnologies
Press
Kristin Albano, Public Relations Manager, Stratus
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978-461-7019
Allison Webster, V2 Communications for Stratus
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TEL AVIV, Israel--(BUSINESS WIRE)--Enlight Renewable Energy Ltd. (“Enlight”), a global renewable energy platform, announced today that it plans to commence its roadshow for the initial public offering of 14,000,000 of its ordinary shares in the United States. In addition, Enlight expects to grant the underwriters a 30-day option to purchase up to an additional 2,100,000 ordinary shares at the initial public offering price, less underwriting discounts and commissions.
Enlight has applied to list its ordinary shares on the Nasdaq Stock Market under the ticker symbol “ENLT”. Enlight’s ordinary shares currently trade on the Tel Aviv Stock Exchange under the symbol “ENLT.” The last closing price of Enlight’s ordinary shares on the Tel Aviv Stock Exchange on February 2, 2023 was NIS 71.73 per share.
J.P. Morgan, BofA Securities and Barclays are acting as lead book-running managers for the proposed offering. Credit Suisse, Wolfe | Nomura Alliance and HSBC are acting as book-running managers, and Roth Capital Partners is acting as co-manager for the proposed offering.
The proposed offering will be made only by means of a prospectus. Copies of the preliminary prospectus related to the proposed offering may be obtained from: J.P. Morgan Securities LLC, c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717, by telephone at (866) 803-9204, or by email at This email address is being protected from spambots. You need JavaScript enabled to view it.; BofA Securities, NC1-004-03-43, 200 North College Street, 3rd floor, Charlotte, NC 28255-0001, Attn: Prospectus Department, or by email at This email address is being protected from spambots. You need JavaScript enabled to view it.; or Barclays Capital Inc., c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717, by telephone at (888) 603-5847, or by email at This email address is being protected from spambots. You need JavaScript enabled to view it..
A registration statement on Form F-1 relating to these securities has been filed with the SEC but has not yet become effective. These securities may not be sold nor may offers to buy be accepted prior to the time the registration statement becomes effective. This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.
About Enlight Renewable Energy:
Founded in 2008 and traded on the Tel Aviv Stock Exchange since 2010 (TASE: ENLT), Enlight develops, finances, constructs, owns and operates utility-sale renewable energy projects. Enlight operates across the three largest renewable segments today: solar, wind and energy storage. As a global platform, Enlight operates in the United States, Israel and 9 European countries.
Enlight Renewable Energy
Dan Politi
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The Blueshirt Group, for Enlight:
Alex Wellins
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SAN RAMON, Calif.--(BUSINESS WIRE)--GE Digital, an energy software leader, today announced the world’s first end-to-end software portfolio, GridOS®, built specifically for grid orchestration. Designed to modernize and transform the electric grid into the clean energy grid of the future, GridOS is a platform and application suite enabling secure and reliable grid management while delivering the resiliency and flexibility needed by utilities worldwide.
New software tools are needed to meet the demands created by increasing grid complexity and to achieve reliable, sustainable, and affordable energy globally. GridOS® delivers these tools with the cloud service provider and system integrator partner ecosystem necessary to accelerate grid modernization and the clean energy transition.
“Electric grids worldwide have grown immensely complex in recent years, and as complexity has increased so have reliability risks,” said Mahesh Sudhakaran, General Manager for Grid Software at GE Digital. “Given the crucial role that grid modernization plays in the energy transition, we need advanced software solutions designed for grid orchestration to move faster and address risks to avoid becoming a bottleneck for the clean energy future.”
GE’s grid software division is drawing on 40+ years of deep domain knowledge and customer innovation to hone and deliver proven software for the most progressive and reliable utilities around the world. “Software is a critical component of energy transition,” said Craig Dyke, Head of National Control, National Grid ESO. “As part of the ESO’s ambition to operate the national electricity network at zero-carbon by 2025, we have engaged innovative partners to advance available technologies. Solutions like these represent the evolution of software that is critical to accelerating energy transition on the electricity grid.”
The GridOS platform and application suite supports GE Digital’s current grid operations portfolio that includes electric grid GIS for modeling, mapping and design, AEMS for transmission and market management operations, ADMS for distribution network operations, and DERMs forecasting and management.
Developing a new orchestration software portfolio for the clean energy grid
GridOS® integrates energy data, network modeling, and AI/ML-driven analytics to power a suite of intelligent applications developed by GE, utilities, and GridOS partners.
The GridOS® orchestration platform includes:
“National Grid is at the heart of a clean energy future. Achieving net zero requires us to operate the grid in proactive and innovative ways, taking data from millions of end points and integrating securely with the wider energy ecosystem. We can’t do that without the best software and partner organizations. The solutions we need will be built both for the grid we have today and the digitally optimized one we’ll have in the future,” said Roger Hey, Electricity System Manager, National Grid Electricity Distribution. “We hope GE Digital’s GridOS® portfolio can help us harness both IT and OT to bring the kind of modularity, security, and functionality that can transform our operations, and are eager to partner with them to deliver world class services to our customers.”
Building an expert partner ecosystem to accelerate grid modernization
GE Digital is bringing together a new partner ecosystem of leaders in cloud computing and system integration to focus on grid orchestration. This ecosystem enables more seamless alignment of Information Technology (IT) and Operational Technology (OT) within utilities so grid operators can quickly connect the dots end-to-end to solve for grid complexity. The partner ecosystem will accelerate future development of new applications for GridOS®, solving mission-critical use cases for utilities at the speed needed to enable the future clean energy grid.
GridOS® key partners include leading cloud provider AWS and global system integrators (SIs) Accenture, Infosys and others, each bringing unique strengths to the table. Cloud partners will enable pathways to grid flexibility and innovation scale, while system integrators are able to accelerate the delivery of new capabilities and the business shifts needed for the clean energy grid transition. Coupled with GE Digital’s services and software, the partnership ecosystem builds on the resources of these global industry leaders to help utilities optimize performance and prioritize the acceleration of reliable and secure grid modernization projects.
“Access to cloud computing gives utilities the flexibility to deploy energy on-demand where and when it’s needed,” said Matthew Green, SVP, Chief Information & Digital Officer, PPL Corporation. “And having the support of partners who can help utilities like ours deploy cloud and other grid modernization initiatives is really key to continuing to deliver energy on a reliable and secure grid.”
GE Digital will be attending DISTRIBUTECH International from February 7-9, 2023 at the San Diego Convention Center and providing an overview of the GridOS orchestration software portfolio. Leaders and executives will be available for briefings and interviews with attendees and the media at the GE Digital booth. Please contact Rachael Van Reen, Director of External Communications for scheduling and media availabilities at DISTRIBUTECH International.
To learn more about GridOS®, visit GE Digital’s official website here.
About GE Digital
GE Digital, an integral part of GE Vernova’s portfolio of energy companies, is a $1 billion software business putting data to work to accelerate a new era of energy. GE Digital has pioneered technologies like industrial AI and digital twins to serve industries that matter for decarbonization like energy, manufacturing, and aviation. Our software drives insights customers need to transform how they create, orchestrate, and consume energy. Over 20,000 customers worldwide use our software to fuel productivity and enable reliable operations while reducing costs and carbon for a more sustainable world. For more information, visit www.ge.com/digital. GE Vernova, a dynamic accelerator comprised of GE’s Power, Renewable Energy, Digital and Energy Financial Services businesses, is focused on supporting customers’ transformations during the global energy transition.
Media contacts:
Rachael Van Reen
GE Digital
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Kristiana Lockman
GE Digital
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Project Passes Modeling in the ERCOT Process
ALBANY, N.Y.--(BUSINESS WIRE)--Soluna Holdings, Inc. (“SHI” or the “Company”), (NASDAQ: SLNH), the parent company of Soluna Computing, Inc. (“SCI”), a developer of green data centers for Bitcoin mining and other intensive computing has announced Project Dorothy, its 50 MW flagship green data center co-located at a wind farm in Texas, has passed the modeling phase in the ERCOT Large Flexible Load approval process. This moves the project into the operations phase and paves the way for Soluna to work with the regulatory authorities and key partners to set an energization date.
At this initial 50 MW deployment, the facility holds up to 16,000 miners and will add up to 2.2 exahashes per second (EH/s) of Bitcoin mining capacity to the Company’s mining capacity. At its full deployment of 100 MW it could run 4.4 EH/s of computing power utilizing ultra-low cost renewable energy. Although Soluna is likely to use most of that capacity to host its customers, those machines would produce an estimated $55 million in annualized revenues to their owners.
Michael Toporek, CEO of Soluna Holdings, stated, “Passing the modeling phase of the regulatory process is a critical step for Soluna to make concrete financing and operational plans to energize the site. We are proud of our team and can’t thank our partners enough for the collaboration to get us through this critical step in the process.”
Project Dorothy is a two-phased project totaling 100 MW and anticipated to be one of the lowest-cost facilities of its kind in North America. The project is named after Dorothy Vaughan, an African American mathematician and “human computer” who worked for the National Advisory Committee for Aeronautics and NASA in 1939. Learn more about the logistics of this facility here.
About Soluna Holdings, Inc (SLNH)
Soluna Holdings, Inc. is the leading developer of green data centers that convert excess renewable energy into global computing resources. Soluna builds modular, scalable data centers for computing intensive, batchable applications such as Bitcoin mining, AI and machine learning. Soluna provides a cost-effective alternative to battery storage or transmission lines. Soluna uses technology and intentional design to solve complex, real-world challenges. Up to 30% of the power of renewable energy projects can go to waste. Soluna’s data centers enable clean electricity asset owners to ‘Sell. Every. Megawatt.’
For more information about Soluna, please visit www.solunacomputing.com or follow us on LinkedIn at linkedin.com/solunaholdings and Twitter @SolunaHoldings.
Michael Toporek
CEO
Soluna Holdings, Inc.
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TORONTO--(BUSINESS WIRE)--Kontrol Technologies Corp. (NEO:KNR) (OTCQB:KNRLF) (FSE:1K8) (“Kontrol” or the “Company”), operating subsidiary CEM Specialties Inc. (CEMSI) has been selected by a new USA Customer (the “Customer”) to design and integrate specialized emission technology in order to monitor Ethylene oxide in real-time. The Customer provides advanced emission technology solutions globally.
Entry into New Emission Monitoring Market
CEMSI won the opportunity based on its expertise in the regulated emission monitoring market as well as its ability to integrate highly complex emission systems which include real-time monitoring.
“This new Customer represents our entry into a growing new market for the real-time monitoring and measurement of Ethylene oxide,” says Paul Ghezzi. “Our business growth in the regulated emissions market continues and we will seek to advance further opportunities with this new Customer.”
Ethylene Oxide Emissions
The ability to monitor and quantify Ethylene oxide (EtO or EO) is central to eliminating sources and reducing long-term exposure to this hazardous air pollutant. Ambient air monitoring systems for Ethylene oxide continuously and automatically monitors and quantifies low, ambient levels of EtO. It is ideal for use in community monitoring stations and at industrial fence-lines.
According to the Environmental Protection Agency (EPA) Ethylene oxide is a flammable, colorless gas used to make other chemicals that are used in making a range of products, including antifreeze, textiles, plastics, detergents, and adhesives. Ethylene oxide also is used to sterilize equipment and plastic devices that cannot be sterilized by steam, such as medical equipment. EPA is committed to reducing risks from ethylene oxide. www.epa.gov
Kontrol Technologies Corp.
Kontrol Technologies Corp., a Canadian public company, is a leader in smart buildings and cities through IoT, Cloud and SaaS technology. Kontrol provides solutions and services to its customers to improve energy management, monitor continuous emissions and accelerate the sustainability of all buildings.
Additional information about Kontrol Technologies Corp. can be found on its website at www.kontrolcorp.com and by reviewing its profile on SEDAR at www.sedar.com
Neither IIROC nor any stock exchange or other securities regulatory authority accepts responsibility for the adequacy or accuracy of this release.
Forward-Looking Statements
This news release contains “forward-looking information” within the meaning of applicable securities laws. All statements contained herein that are not clearly historical in nature may constitute forward-looking information. In some cases, forward-looking information can be identified by words or phrases such as “may”, “will”, “expect”, “likely”, “should”, “would”, “plan”, “anticipate”, “intend”, “potential”, “proposed”, “estimate”, “believe” or the negative of these terms, or other similar words, expressions, and grammatical variations thereof, or statements that certain events or conditions “may” or “will” happen, or by discussions of strategy. Forward-looking information contained in this press releases includes, but is not limited to, the following: future ambient air monitoring solutions to be offered by Kontrol for its potential customers; future goal of monetizing carbon credits; the anticipated timing of the initial design and integration of specialized emission technology in order to monitor ethylene oxide in real-time; and any energy savings that the Company’s technology will provide for the Customer; the future success of any of Kontrol’s products; and customer demand relating to energy management.
Where Kontrol expresses or implies an expectation or belief as to future events or results, such expectation or belief is based on assumptions made in good faith and believed to have a reasonable basis. Such assumptions include, without limitation, that sufficient capital will be available to the Company; that future emission technology solutions can be conducted as planned; that technology will be as effective as anticipated; that existing relationships and contracts entered into by the Company will continue on the same or similar terms, or at all; that the ability to monitor and quantify Ethylene oxide (EtO or EO) for the Customer will go as planned; and that demand will continue for energy management products and for the Company’s products in particular.
Accordingly, undue reliance should not be placed on forward-looking statements and the forward-looking statements contained in this press release are expressly qualified in their entirety by this cautionary statement. The forward-looking statements contained herein are made as at the date hereof and are based on the beliefs, estimates, expectations, and opinions of management on such date. Kontrol does not undertake any obligation to update publicly or revise any such forward-looking statements or any forward-looking statements contained in any other documents whether as a result of new information, future events or otherwise or to explain any material difference between subsequent actual events and such forward-looking information, except as required under applicable securities law. Readers are cautioned to consider these and other factors, uncertainties, and potential events carefully and not to put undue reliance on forward-looking information.
Kontrol Technologies Corp.
Paul Ghezzi
CEO
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601 Rowntree Dairy Road, Unit B
Vaughan, ON L4L 5T8
Tel: (905) 766.0400
This partnership marks the first demand response program in North America to incorporate EV chargers in multi-unit residential buildings
TORONTO--(BUSINESS WIRE)--SWTCH Energy, a company specializing in electric vehicle (EV) charging solutions for multi-tenant properties, and AutoGrid, the industry’s leading virtual power plant (VPP) and distributed energy resources management system (DERMS) provider, today announced a partnership to integrate 250 EV chargers in multi-tenant properties into an active demand response program with a Canadian utility. This partnership marks the first time that a North American utility will incorporate multi-unit residential building chargers into its demand response programs.
AutoGrid’s AI-powered Flex™ platform can process data from millions of energy assets simultaneously and subsequently forecast demand patterns, helping utilities automate distributed energy management. By tapping into this cutting-edge technology, SWTCH EV chargers that participate in AutoGrid’s demand response programs will be adjusted remotely for brief periods, helping manage demand on the electrical grid.
“In partnership with AutoGrid, we are committed to introducing and scaling innovative solutions with outsized impacts on grid reliability and efficiency,” said SWTCH CEO and Co-Founder Carter Li. “North American energy infrastructure is coming under tremendous pressure, making the introduction of turnkey, efficiency-boosting measures more important than ever. With AutoGrid’s proven experience as a leading DERMS provider, we look forward to a successful launch in Canada and a rapid expansion across North America.”
“By supporting EV adoption in multi-family properties, AutoGrid’s partnership with SWTCH taps an important source of capacity for the grid, but also expands access for consumers across the socioeconomic spectrum to participate in accelerating the energy transition,” said Amit Narayan, AutoGrid Founder and CEO. “We are excited to be part of this important milestone in striving for energy equity and climate action.”
Demand response is a technology-enabled conservation system for electric power supply; it involves shifting or shedding electricity during peak demand periods. Demand response works in two ways: price-based programs, which use price signals and tariffs to incentivize consumers to use less electricity, and incentive-based programs that pay consumers directly. As utilities pledge to cut carbon emissions, the global demand response market is expected to grow by $1.07 billion between 2020 and 2025, led by North America.
While this type of demand response program is gaining traction throughout the single-family home category, multi-tenant building assets remain an untapped resource. The partnership between SWTCH and AutoGrid sets a precedent for DERMS providers and utilities across the continent at a time when the need for energy resilience is more dire than ever.
About SWTCH Energy Inc.
Headquartered in Toronto, Ontario, with offices in Brooklyn and Boston, SWTCH is pioneering EV charging solutions for multifamily and commercial properties across North America. SWTCH leverages the latest technology available to help building owners and operators deploy EV charging by tapping into their existing grid infrastructure. Through constant innovation and an extensive partnership network, SWTCH provides the most profitable and unique business model for multi-tenant buildings to stay competitive. For more information, visit www.swtchenergy.com.
About AutoGrid
AutoGrid accelerates the transition to renewable energy in order to combat the climate crisis. Our AI-driven software makes distributed energy resources smarter, enabling prediction, optimization, and real-time control of energy assets, including electric vehicles, batteries, roof-top solar, utility-scale wind, storage, and more. With over a decade of pioneering experience across the globe, AutoGrid offers fleet owners, energy-as-a-service companies, renewable project developers, utilities, and electricity retailers a scalable solution that enables them to build, own, operate, and participate in Virtual Power Plants. The AutoGrid Flex™ platform manages over 6,000 MW of VPPs in 17 countries. For more information, please visit: https://www.auto-grid.com/
Media
Isabelle Hawkes
Antenna for SWTCH Energy
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John Perry
VP, Marketing & Communications
AutoGrid
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KILGORE, Texas--(BUSINESS WIRE)--Martin Midstream Partners L.P. (NASDAQ:MMLP) (“MMLP”) today announced the expiration and results of its previously announced cash tender offers to purchase (i) any and all of the approximately $53.7 million outstanding aggregate principal amount of the 10.00% senior secured 1.5 lien notes due 2024 (the “2024 Notes”) issued by MMLP and its wholly owned subsidiary, Martin Midstream Finance Corp. (together with MMLP, the “Issuers”), and (ii) any and all of the approximately $291.4 million outstanding aggregate principal amount of the Issuers’ 11.50% senior secured second lien notes due 2025 (the “2025 Notes” and, together with the 2024 Notes, the “Existing Notes”), with a portion of the net proceeds from the Issuers’ concurrent private placement of $400 million in aggregate principal amount of 11.500% senior secured second lien notes due 2028 (the “New Notes”), which private placement is expected to close on February 8, 2023, subject to customary conditions.
The tender offers expired at 5:00 p.m., New York City time, on February 3, 2023 (the “Expiration Time”). As of the Expiration Time, an aggregate principal amount of (i) $53,748,045, or approximately 99.997%, of the 2024 Notes and (ii) $289,057,831, or approximately 99.203%, of the 2025 Notes were validly tendered and not validly withdrawn. Subject to completion of the New Notes placement described above, MMLP expects to accept for payment all Existing Notes validly tendered prior to the Expiration Time pursuant to the offer to purchase and expects to make payment for all such Existing Notes on February 8, 2023.
The Issuers will exercise their optional redemption rights with respect to the outstanding Existing Notes and satisfy and discharge each indenture governing the Existing Notes (the “Indentures”), as applicable, on the settlement date, in accordance with the terms of the Indentures. Neither this statement nor the tender offers constitute a notice of redemption under the provisions of the Indentures.
Requests for documents relating to the tender offers may be directed to D.F. King & Co., Inc., the information agent for the tender offers, at (800) 628-8510 (Toll-Free) or (212) 269-5550, by email at This email address is being protected from spambots. You need JavaScript enabled to view it., or via the following web address: www.dfking.com/mmlp. Wells Fargo Securities, LLC acted as the Dealer Manager for the tender offers. Questions regarding the tender offers may be directed to the Dealer Manager at (866) 309-6316 (toll-free) or (704) 410-4756 (collect).
This press release does not constitute a notice of redemption under the optional redemption provisions of the Indentures, nor does it constitute an offer to sell, or a solicitation of an offer to buy, any security, including the New Notes or the Existing Notes, nor does it constitute an offer, solicitation or sale in any jurisdiction in which such offer, solicitation or sale would be unlawful.
About MMLP
MMLP, headquartered in Kilgore, Texas, is a publicly traded limited partnership with a diverse set of operations focused primarily in the Gulf Coast region of the United States. MMLP’s primary business lines include: (1) terminalling, processing, storage, and packaging services for petroleum products and by-products; (2) land and marine transportation services for petroleum products and by-products, chemicals, and specialty products; (3) sulfur and sulfur-based products processing, manufacturing, marketing and distribution; and (4) natural gas liquids marketing, distribution, and transportation services.
Forward-Looking Statements
All statements in this release other than historical facts are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements and all references to financial estimates rely on a number of assumptions concerning future events and are subject to a number of uncertainties, including (i) the effects of the continued volatility of commodity prices and the related macroeconomic and political environment, (ii) risks and uncertainties related to the capital markets generally, (iii) whether the Issuers will consummate the offering of the New Notes and (iv) other factors, many of which are outside its control, which could cause actual results to differ materially from such statements. While MMLP believes that the assumptions concerning future events are reasonable, it cautions that there are inherent difficulties in anticipating or predicting certain important factors. A discussion of these factors, including risks and uncertainties, is set forth in MMLP’s annual and quarterly reports filed from time to time with the Securities and Exchange Commission. MMLP disclaims any intention or obligation to revise any forward-looking statements, including financial estimates, whether as a result of new information, future events, or otherwise except where required to do so by law.
MMLP-F
Sharon Taylor
Chief Financial Officer
(877) 256-6644
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Achieved record annual revenue, gross margin, and free cash flow
PHOENIX--(BUSINESS WIRE)--onsemi (the “Company”) (Nasdaq: ON) today announced its fourth quarter and fiscal year 2022 results with the following highlights:
“We delivered outstanding results in 2022 as we continue our disciplined execution and transformation. Revenue for 2022 grew by 24%, non-GAAP gross margin expanded by 880 bps, and non-GAAP operating income grew four times faster than revenue driven by our focus on the secular megatrends of electric vehicles, ADAS, alternative energy and industrial automation. We are focused on our key strategic initiatives such as ramping silicon carbide in support of our long-term supply agreements. Despite the current macroeconomic uncertainty, the long-term outlook for our business remains robust with a 38% year-over-year increase in our design win funnel,” said Hassane El-Khoury, President and CEO of onsemi.
The company also announced that its Board of Directors has approved a new share repurchase program with authorization to repurchase up to $3 billion of shares of the company's common stock through December 31, 2025.
“We are committed to a balanced capital allocation strategy to drive long-term value for our shareholders. With the confidence we have in our strategy to invest for long-term profitable growth, the Board of Directors and leadership team are pleased to announce a new $3 billion share repurchase authorization. Driven by a three-fold increase in free cash flow generation since the start of our transformation journey, we have increased flexibility with a repurchase authorization twice that of the previous authorization, which expired on December 31, 2022,” said Thad Trent, Executive Vice President and CFO of onsemi.
Under the new share repurchase program, onsemi may repurchase shares from time to time through open market purchases, in privately negotiated transactions or by other means, including through the use of trading plans intended to qualify under Rule 10b5-1 under the Securities Exchange Act of 1934, as amended in accordance with applicable securities laws and other restrictions. The timing and total amount of share repurchases will depend upon business, economic and market conditions, corporate and regulatory requirements, prevailing stock prices, and other considerations. The authorization expires on December 31, 2025, may be suspended or discontinued at any time and does not obligate the company to acquire any amount of common stock.
Selected financial results for the quarter are shown below with comparable periods: |
||||||||||||
|
GAAP |
|
Non-GAAP |
|||||||||
|
Three Months Ended |
|
Three Months Ended |
|||||||||
(Revenue and Net Income in millions) |
Q4 2022 |
Q3 2022 |
Q4 2021 |
|
Q4 2022 |
Q3 2022 |
Q4 2021 |
|||||
Revenue |
$2,103.6 |
$2,192.6 |
$1,846.1 |
|
$2,103.6 |
$2,192.6 |
$1,846.1 |
|||||
Gross Margin |
48.5 % |
48.3 % |
45.1 % |
|
48.4 % |
49.3 % |
45.2 % |
|||||
Operating Margin |
33.5 % |
19.4 % |
26.0 % |
|
34.1 % |
35.4 % |
28.6 % |
|||||
Net Income attributable to onsemi |
$604.3 |
$311.9 |
$425.9 |
|
$580.4 |
$639.4 |
$478.0 |
|||||
Diluted Earnings Per Share |
$1.35 |
$0.70 |
$0.96 |
|
$1.32 |
$1.45 |
$1.09 |
|||||
Selected financial results for 2022 and 2021 are shown below: |
||||||||
|
GAAP |
|
Non-GAAP |
|||||
|
Year Ended |
|
Year Ended |
|||||
(Revenue and Net Income in millions) |
December 31,
|
December 31,
|
|
December 31,
|
December 31,
|
|||
Revenue |
$8,326.2 |
$6,739.8 |
|
$8,326.2 |
$6,739.8 |
|||
Gross Margin |
49.0 % |
40.3 % |
|
49.2 % |
40.4 % |
|||
Operating Margin |
28.3 % |
19.1 % |
|
34.5 % |
21.9 % |
|||
Net Income attributable to onsemi |
$1,902.2 |
$1,009.6 |
|
$2,347.7 |
$1,285.5 |
|||
Diluted Earnings Per Share |
$4.24 |
$2.27 |
|
$5.33 |
$2.95 |
|||
Revenue Summary ($ in millions) (Unaudited) |
|||||||||||||||
|
Three Months Ended |
|
|
|
|||||||||||
Business Segment |
Q4 2022 |
Q3 2022 |
Q4 2021 |
|
Sequential Change |
Year-over-Year Change |
|||||||||
PSG |
$ |
1,048.4 |
$ |
1,116.1 |
$ |
953.4 |
|
(6 |
)% |
10 |
% |
||||
ASG |
|
701.0 |
|
734.3 |
|
647.3 |
|
(5 |
)% |
8 |
% |
||||
ISG |
|
354.2 |
|
342.2 |
|
245.4 |
|
4 |
% |
44 |
% |
||||
Total |
$ |
2,103.6 |
$ |
2,192.6 |
$ |
1,846.1 |
|
(4 |
)% |
14 |
% |
||||
|
Year Ended |
|
|
||||||
Business Segment |
December 31, 2022 |
December 31, 2021 |
|
Year-over-Year Change |
|||||
PSG |
$ |
4,208.2 |
$ |
3,439.1 |
|
22 |
% |
||
ASG |
|
2,841.3 |
|
2,399.9 |
|
18 |
% |
||
ISG |
|
1,276.7 |
|
900.8 |
|
42 |
% |
||
Total |
$ |
8,326.2 |
$ |
6,739.8 |
|
24 |
% |
||
FIRST QUARTER 2023 OUTLOOK
The following table outlines onsemi's projected first quarter of 2023 GAAP and non-GAAP outlook.
|
|
|
|
|||
|
Total onsemi GAAP |
Special Items ** |
Total onsemi Non-GAAP*** |
|||
Revenue |
$1,870 to $1,970 million |
|
$1,870 to $1,970 million |
|||
Gross Margin |
45.6% to 47.6% |
0.1% |
45.7% to 47.7% |
|||
Operating Expenses |
$316 to $331 million |
$18 million |
$298 to $313 million |
|||
Other Income and Expense (including interest expense), net |
$21 to $25 million |
- |
$21 to $25 million |
|||
Diluted Earnings Per Share |
$0.99 to $1.11 |
$0.03 |
$1.02 to $1.14 |
|||
Diluted Shares Outstanding * |
449 million |
8 million |
441 million |
* |
Diluted shares outstanding can vary as a result of, among other things, the actual exercise of options or vesting of restricted stock units, the incremental dilutive shares from the Company's convertible senior subordinated notes, and the repurchase or the issuance of stock or convertible notes or the sale of treasury shares. In periods when the quarterly average stock price per share exceeds $20.72 for the 1.625% Notes and $52.97 for the 0% Notes, the non-GAAP diluted share count and non-GAAP net income per share include the anti-dilutive impact of the Company’s hedge transactions issued concurrently with the 1.625% Notes and the 0% Notes, respectively. At an average stock price per share between $20.72 and $30.70 for the 1.625% Notes and $52.97 and $74.34 for the 0% Notes, the hedging activity offsets the potentially dilutive effect of the 1.625% Notes and 0% Notes, respectively. In periods when the quarterly average stock price exceeds $30.70 for the 1.625% Notes, and $74.34 for the 0% Notes, the dilutive impact of the warrants issued concurrently with such notes are included in the diluted shares outstanding GAAP and non-GAAP diluted share counts and are based on either the Company's previous quarter's average stock price or the stock price as of the last day of the previous quarter, whichever is higher. |
** |
Special items may include: amortization of acquisition-related intangibles; expensing of appraised inventory fair market value step-up; purchased in-process research and development expenses; restructuring, asset impairments and other, net; goodwill impairment charges; gains and losses on debt prepayment; non-cash interest expense; actuarial (gains) losses on pension plans and other pension benefits; and certain other special items, as necessary. These special items are out of our control and could change significantly from period to period. As a result, we are not able to reasonably estimate and separately present the individual impact or probable significance of these special items, and we are similarly unable to provide a reconciliation of the non-GAAP measures. The reconciliation that is unavailable would include a forward-looking income statement, balance sheet and statement of cash flows in accordance with GAAP. For this reason, we use a projected range of the aggregate amount of special items in order to calculate our projected non-GAAP operating expense outlook. |
*** |
We believe these non-GAAP measures provide important supplemental information to investors. We use these measures, together with GAAP measures, for internal managerial purposes and as a means to evaluate period-to-period comparisons. However, we do not, and you should not, rely on non-GAAP financial measures alone as measures of our performance. We believe that non-GAAP financial measures reflect an additional way of viewing aspects of our operations that, when taken together with GAAP results and the reconciliations to corresponding GAAP financial measures that we also provide in our releases, provide a more complete understanding of factors and trends affecting our business. Because non-GAAP financial measures are not standardized, it may not be possible to compare these financial measures with other companies' non-GAAP financial measures, even if they have similar names. |
TELECONFERENCE
onsemi will host a conference call for the financial community at 9 a.m. Eastern Time (EST) on Feb. 6, 2023 to discuss this announcement and onsemi’s results for the fourth quarter of 2022 and fiscal year 2022. The Company will also provide a real-time audio webcast of the teleconference on the Investor Relations page of its website at http://www.onsemi.com. The webcast replay will be available at this site approximately one hour following the live broadcast and will continue to be available for approximately 30 days following the conference call. Investors and interested parties can also access the conference call by pre-registering here.
About onsemi
onsemi (Nasdaq: ON) is driving disruptive innovations to help build a better future. With a focus on automotive and industrial end-markets, the company is accelerating change in megatrends such as vehicle electrification and safety, sustainable energy grids, industrial automation, and 5G and cloud infrastructure. onsemi offers a highly differentiated and innovative product portfolio, delivering intelligent power and sensing technologies that solve the world’s most complex challenges and leads the way to creating a safer, cleaner, and smarter world. onsemi is recognized as a Fortune 500® company and included in the S&P 500® index. Learn more about onsemi at www.onsemi.com.
onsemi, and the onsemi logo are trademarks of Semiconductor Components Industries, LLC. All other brand and product names appearing in this document are registered trademarks or trademarks of their respective holders. Although the Company references its website in this news release, information on the website is not to be incorporated herein.
This document includes “forward-looking statements,” as that term is defined in Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. All statements, other than statements of historical facts, included or incorporated in this document could be deemed forward-looking statements, particularly statements about the future financial performance of onsemi, including financial guidance for the first fiscal quarter of 2023, and statements regarding our new share repurchase program. Forward-looking statements are often characterized by the use of words such as “believes,” “estimates,” “expects,” “projects,” “may,” “will,” “intends,” “plans,” “anticipates,” “should” or similar expressions or by discussions of strategy, plans or intentions. All forward-looking statements in this document are made based on our current expectations, forecasts, estimates and assumptions and involve risks, uncertainties, and other factors that could cause results or events to differ materially from those expressed in the forward-looking statements. Certain factors that could affect our future results or events are described under Part I, Item 1A “Risk Factors” in our 2021 Annual Report on Form 10-K filed with the Securities and Exchange Commission (“SEC”) on February 14, 2022 (our “2021 Form 10-K”) and Part II, Item IA “Risk Factors” in each of our Quarterly Reports on Form 10-Q filed with the SEC for the quarters ended April 1, 2022, July 1, 2022, and September 30, 2022, and from time-to-time in our other SEC reports (including in our 2022 Form 10-K). Readers are cautioned not to place undue reliance on forward-looking statements. We assume no obligation to update such information, except as may be required by law. Investing in our securities involves a high degree of risk and uncertainty, and you should carefully consider the trends, risks, and uncertainties described in this document, our 2021 Form 10-K and other reports filed with or furnished to the SEC before making any investment decision with respect to our securities. If any of these trends, risks, or uncertainties actually occurs or continues, our business, financial condition or operating results could be materially adversely affected, the trading prices of our securities could decline, and you could lose all or part of your investment. All forward-looking statements attributable to us or persons acting on our behalf are expressly qualified in their entirety by this cautionary statement.
ON SEMICONDUCTOR CORPORATION UNAUDITED CONSOLIDATED STATEMENTS OF OPERATIONS (in millions, except per share and percentage data) |
||||||||||||||||||||
|
Quarter Ended |
|
Year Ended |
|||||||||||||||||
|
December 31, 2022 |
|
September 30, 2022 |
|
December 31, 2021 |
|
December 31, 2022 |
|
December 31, 2021 |
|||||||||||
Revenue |
$ |
2,103.6 |
|
|
$ |
2,192.6 |
|
|
$ |
1,846.1 |
|
|
$ |
8,326.2 |
|
|
$ |
6,739.8 |
|
|
Cost of revenue |
|
1,083.1 |
|
|
|
1,134.3 |
|
|
|
1,013.9 |
|
|
|
4,249.0 |
|
|
|
4,025.5 |
|
|
Gross profit |
|
1,020.5 |
|
|
|
1,058.3 |
|
|
|
832.2 |
|
|
|
4,077.2 |
|
|
|
2,714.3 |
|
|
Gross margin |
|
48.5 |
% |
|
|
48.3 |
% |
|
|
45.1 |
% |
|
|
49.0 |
% |
|
|
40.3 |
% |
|
Operating expenses: |
|
|
|
|
|
|
|
|
|
|||||||||||
Research and development |
|
136.4 |
|
|
|
145.4 |
|
|
|
160.6 |
|
|
|
600.2 |
|
|
|
655.0 |
|
|
Selling and marketing |
|
74.2 |
|
|
|
69.5 |
|
|
|
70.2 |
|
|
|
287.9 |
|
|
|
293.6 |
|
|
General and administrative |
|
97.2 |
|
|
|
84.9 |
|
|
|
83.5 |
|
|
|
343.2 |
|
|
|
304.8 |
|
|
Amortization of acquisition-related intangible assets |
|
16.1 |
|
|
|
21.9 |
|
|
|
24.5 |
|
|
|
81.2 |
|
|
|
99.0 |
|
|
Restructuring, asset impairments and other charges, net |
|
(7.7 |
) |
|
|
40.3 |
|
|
|
13.1 |
|
|
|
17.9 |
|
|
|
71.4 |
|
|
Goodwill and intangible asset impairment |
|
— |
|
|
|
271.8 |
|
|
|
— |
|
|
|
386.8 |
|
|
|
2.9 |
|
|
Total operating expenses |
|
316.2 |
|
|
|
633.8 |
|
|
|
351.9 |
|
|
|
1,717.2 |
|
|
|
1,426.7 |
|
|
Operating income |
|
704.3 |
|
|
|
424.5 |
|
|
|
480.3 |
|
|
|
2,360.0 |
|
|
|
1,287.6 |
|
|
Other income (expense), net: |
|
|
|
|
|
|
|
|
|
|||||||||||
Interest expense |
|
(27.5 |
) |
|
|
(23.7 |
) |
|
|
(32.0 |
) |
|
|
(94.9 |
) |
|
|
(130.4 |
) |
|
Interest income |
|
9.1 |
|
|
|
4.9 |
|
|
|
0.3 |
|
|
|
15.5 |
|
|
|
1.4 |
|
|
Gain (loss) on debt refinancing and prepayment |
|
0.2 |
|
|
|
— |
|
|
|
(2.8 |
) |
|
|
(7.1 |
) |
|
|
(29.0 |
) |
|
Gain on divestiture of business |
|
64.9 |
|
|
|
0.2 |
|
|
|
— |
|
|
|
67.0 |
|
|
|
10.2 |
|
|
Other income |
|
12.3 |
|
|
|
0.9 |
|
|
|
20.4 |
|
|
|
21.7 |
|
|
|
18.0 |
|
|
Other income (expense), net |
|
59.0 |
|
|
|
(17.7 |
) |
|
|
(14.1 |
) |
|
|
2.2 |
|
|
|
(129.8 |
) |
|
Income before income taxes |
|
763.3 |
|
|
|
406.8 |
|
|
|
466.2 |
|
|
|
2,362.2 |
|
|
|
1,157.8 |
|
|
Income tax provision |
|
(159.0 |
) |
|
|
(94.9 |
) |
|
|
(39.8 |
) |
|
|
(458.4 |
) |
|
|
(146.6 |
) |
|
Net income |
|
604.3 |
|
|
|
311.9 |
|
|
|
426.4 |
|
|
|
1,903.8 |
|
|
|
1,011.2 |
|
|
Less: Net income attributable to non-controlling interest |
|
— |
|
|
|
— |
|
|
|
(0.5 |
) |
|
|
(1.6 |
) |
|
|
(1.6 |
) |
|
Net income attributable to ON Semiconductor Corporation |
$ |
604.3 |
|
|
$ |
311.9 |
|
|
$ |
425.9 |
|
|
$ |
1,902.2 |
|
|
$ |
1,009.6 |
|
|
Net income per share of common stock attributable to ON Semiconductor Corporation: |
|
|
|
|
|
|
|
|
|
|||||||||||
Basic |
$ |
1.40 |
|
|
$ |
0.72 |
|
|
$ |
0.99 |
|
|
$ |
4.39 |
|
|
$ |
2.37 |
|
|
Diluted |
$ |
1.35 |
|
|
$ |
0.70 |
|
|
$ |
0.96 |
|
|
$ |
4.24 |
|
|
$ |
2.27 |
|
|
Weighted average common shares outstanding: |
|
|
|
|
|
|
|
|
|
|||||||||||
Basic |
|
432.2 |
|
|
|
432.9 |
|
|
|
431.1 |
|
|
|
433.2 |
|
|
|
425.7 |
|
|
Diluted |
|
447.9 |
|
|
|
448.7 |
|
|
|
445.3 |
|
|
|
448.2 |
|
|
|
443.8 |
|
|
ON SEMICONDUCTOR CORPORATION UNAUDITED CONSOLIDATED BALANCE SHEETS (in millions) |
||||||||||||
|
December 31,
|
|
September 30,
|
|
December 31,
|
|||||||
Assets |
|
|
|
|
|
|||||||
Cash and cash equivalents |
$ |
2,919.0 |
|
|
$ |
2,450.2 |
|
|
$ |
1,352.6 |
|
|
Receivables, net |
|
842.3 |
|
|
|
857.3 |
|
|
|
809.4 |
|
|
Inventories |
|
1,616.8 |
|
|
|
1,575.4 |
|
|
|
1,379.5 |
|
|
Assets held-for-sale |
|
— |
|
|
|
135.0 |
|
|
|
— |
|
|
Other current assets |
|
351.3 |
|
|
|
291.5 |
|
|
|
240.1 |
|
|
Total current assets |
|
5,729.4 |
|
|
|
5,309.4 |
|
|
|
3,781.6 |
|
|
Property, plant and equipment, net |
|
3,450.7 |
|
|
|
2,762.1 |
|
|
|
2,524.3 |
|
|
Goodwill |
|
1,577.6 |
|
|
|
1,600.4 |
|
|
|
1,937.5 |
|
|
Intangible assets, net |
|
359.7 |
|
|
|
373.8 |
|
|
|
495.7 |
|
|
Deferred tax assets |
|
376.7 |
|
|
|
409.9 |
|
|
|
366.3 |
|
|
Right-of-use financing lease |
|
45.8 |
|
|
|
46.4 |
|
|
|
22.3 |
|
|
Other assets |
|
438.6 |
|
|
|
598.7 |
|
|
|
498.3 |
|
|
Total assets |
$ |
11,978.5 |
|
|
$ |
11,100.7 |
|
|
$ |
9,626.0 |
|
|
Liabilities, Non-Controlling Interest and Stockholders’ Equity |
|
|
|
|
|
|||||||
Accounts payable |
$ |
852.1 |
|
|
$ |
791.7 |
|
|
$ |
635.1 |
|
|
Accrued expenses and other current liabilities |
|
1,047.3 |
|
|
|
755.1 |
|
|
|
734.9 |
|
|
Liabilities held-for-sale |
|
— |
|
|
|
37.3 |
|
|
|
— |
|
|
Current portion of financing lease liabilities |
|
14.2 |
|
|
|
11.6 |
|
|
|
12.7 |
|
|
Current portion of long-term debt |
|
147.8 |
|
|
|
165.3 |
|
|
|
160.7 |
|
|
Total current liabilities |
|
2,061.4 |
|
|
|
1,761.0 |
|
|
|
1,543.4 |
|
|
Long-term debt |
|
3,045.7 |
|
|
|
3,046.5 |
|
|
|
2,913.9 |
|
|
Deferred tax liabilities |
|
34.1 |
|
|
|
30.5 |
|
|
|
43.2 |
|
|
Long-term financing lease liabilities |
|
23.0 |
|
|
|
20.6 |
|
|
|
10.2 |
|
|
Other long-term liabilities |
|
607.3 |
|
|
|
565.5 |
|
|
|
510.9 |
|
|
Total liabilities |
|
5,771.5 |
|
|
|
5,424.1 |
|
|
|
5,021.6 |
|
|
ON Semiconductor Corporation stockholders’ equity: |
|
|
|
|
|
|||||||
Common stock |
|
6.1 |
|
|
|
6.1 |
|
|
|
6.0 |
|
|
Additional paid-in capital |
|
4,670.9 |
|
|
|
4,598.8 |
|
|
|
4,633.3 |
|
|
Accumulated other comprehensive loss |
|
(23.2 |
) |
|
|
(23.4 |
) |
|
|
(40.6 |
) |
|
Accumulated earnings |
|
4,364.4 |
|
|
|
3,760.1 |
|
|
|
2,435.1 |
|
|
Less: Treasury stock, at cost |
|
(2,829.7 |
) |
|
|
(2,685.6 |
) |
|
|
(2,448.4 |
) |
|
Total ON Semiconductor Corporation stockholders’ equity |
|
6,188.5 |
|
|
|
5,656.0 |
|
|
|
4,585.4 |
|
|
Non-controlling interest |
|
18.5 |
|
|
|
20.6 |
|
|
|
19.0 |
|
|
Total stockholders' equity |
|
6,207.0 |
|
|
|
5,676.6 |
|
|
|
4,604.4 |
|
|
Total liabilities and stockholders' equity |
$ |
11,978.5 |
|
|
$ |
11,100.7 |
|
|
$ |
9,626.0 |
|
|
ON SEMICONDUCTOR CORPORATION UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS (in millions) |
||||||||||||||||||||
|
Quarter Ended |
|
Year Ended |
|||||||||||||||||
|
December 31,
|
|
September 30,
|
|
December 31,
|
|
December 31, |
|
December 31, |
|||||||||||
Cash flows from operating activities: |
|
|
|
|
|
|
|
|
|
|||||||||||
Net income |
$ |
604.3 |
|
|
$ |
311.9 |
|
|
$ |
426.4 |
|
|
$ |
1,903.8 |
|
|
$ |
1,011.2 |
|
|
Adjustments to reconcile net income to net cash provided by operating activities: |
|
|
|
|
|
|
|
|
|
|||||||||||
Depreciation and amortization |
|
133.2 |
|
|
|
139.6 |
|
|
|
140.3 |
|
|
|
551.8 |
|
|
|
596.7 |
|
|
(Gain) loss on sale or disposal of fixed assets |
|
0.5 |
|
|
|
(16.5 |
) |
|
|
— |
|
|
|
(32.6 |
) |
|
|
— |
|
|
Gain on divestiture of businesses |
|
(64.9 |
) |
|
|
(0.2 |
) |
|
|
— |
|
|
|
(67.0 |
) |
|
|
(10.2 |
) |
|
(Gain) loss on debt refinancing and prepayment |
|
(0.2 |
) |
|
|
— |
|
|
|
2.8 |
|
|
|
7.1 |
|
|
|
29.0 |
|
|
Amortization of debt discount and issuance costs |
|
2.4 |
|
|
|
2.6 |
|
|
|
2.7 |
|
|
|
11.0 |
|
|
|
10.7 |
|
|
Share-based compensation |
|
24.3 |
|
|
|
26.9 |
|
|
|
27.2 |
|
|
|
100.8 |
|
|
|
101.3 |
|
|
Non-cash interest on convertible notes |
|
— |
|
|
|
— |
|
|
|
7.1 |
|
|
|
— |
|
|
|
24.7 |
|
|
Non-cash asset impairment charges |
|
— |
|
|
|
11.9 |
|
|
|
— |
|
|
|
18.6 |
|
|
|
10.8 |
|
|
Goodwill and intangible asset impairment charges |
|
— |
|
|
|
271.8 |
|
|
|
— |
|
|
|
386.8 |
|
|
|
— |
|
|
Change in deferred tax balances |
|
67.7 |
|
|
|
(71.3 |
) |
|
|
22.9 |
|
|
|
3.1 |
|
|
|
62.4 |
|
|
Other |
|
(0.5 |
) |
|
|
(0.7 |
) |
|
|
1.8 |
|
|
|
0.1 |
|
|
|
4.3 |
|
|
Changes in assets and liabilities |
|
(35.5 |
) |
|
|
326.4 |
|
|
|
(4.6 |
) |
|
|
(250.4 |
) |
|
|
(58.9 |
) |
|
Net cash provided by operating activities |
$ |
731.3 |
|
|
$ |
1,002.4 |
|
|
$ |
626.6 |
|
|
$ |
2,633.1 |
|
|
$ |
1,782.0 |
|
|
Cash flows from investing activities: |
|
|
|
|
|
|
|
|
|
|||||||||||
Purchase of Property, Plant and Equipment ("PP&E") |
$ |
(342.0 |
) |
|
$ |
(271.1 |
) |
|
$ |
(169.6 |
) |
|
$ |
(1,005.0 |
) |
|
$ |
(444.6 |
) |
|
Deposits and proceeds from sale of PP&E |
|
0.1 |
|
|
|
20.8 |
|
|
|
7.4 |
|
|
|
59.1 |
|
|
|
14.0 |
|
|
Deposits utilized (made) for purchase of PP&E |
|
22.7 |
|
|
|
(22.3 |
) |
|
|
(25.9 |
) |
|
|
(31.0 |
) |
|
|
(47.4 |
) |
|
Divestiture of business, net of cash transferred |
|
172.6 |
|
|
|
— |
|
|
|
3.6 |
|
|
|
263.1 |
|
|
|
7.0 |
|
|
Purchase of business, net of cash acquired |
|
— |
|
|
|
— |
|
|
|
(399.4 |
) |
|
|
(2.4 |
) |
|
|
(399.4 |
) |
|
Purchase of available-for-sale securities |
|
— |
|
|
|
(1.7 |
) |
|
|
(5.1 |
) |
|
|
(18.0 |
) |
|
|
(48.9 |
) |
|
Proceeds from sale or maturity of available-for-sale securities |
|
4.8 |
|
|
|
10.2 |
|
|
|
1.4 |
|
|
|
28.8 |
|
|
|
4.2 |
|
|
Net cash used in investing activities |
$ |
(141.8 |
) |
|
$ |
(264.1 |
) |
|
$ |
(587.6 |
) |
|
$ |
(705.4 |
) |
|
$ |
(915.1 |
) |
|
Cash flows from financing activities: |
|
|
|
|
|
|
|
|
|
|||||||||||
Proceeds for the issuance of common stock under the ESPP |
$ |
4.7 |
|
|
$ |
5.7 |
|
|
$ |
5.0 |
|
|
$ |
22.9 |
|
|
$ |
23.5 |
|
|
Payment of tax withholding for RSUs |
|
(10.7 |
) |
|
|
(4.1 |
) |
|
|
(4.7 |
) |
|
|
(78.1 |
) |
|
|
(38.9 |
) |
|
Repurchase of common stock |
|
(92.9 |
) |
|
|
(77.2 |
) |
|
|
— |
|
|
|
(259.8 |
) |
|
|
— |
|
|
Issuance and borrowings under debt agreements |
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
500.0 |
|
|
|
787.3 |
|
|
Reimbursement of debt issuance costs |
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
2.7 |
|
|
Payment of debt issuance costs |
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(3.8 |
) |
|
Repayment of borrowings under debt agreements |
|
(20.5 |
) |
|
|
(2.7 |
) |
|
|
(51.7 |
) |
|
|
(530.0 |
) |
|
|
(1,270.5 |
) |
|
Payment for purchase of bond hedges |
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(160.3 |
) |
|
Proceeds from issuance of warrants |
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
93.8 |
|
|
Payments related to prior acquisition |
|
(9.2 |
) |
|
|
— |
|
|
|
(0.2 |
) |
|
|
(9.2 |
) |
|
|
(3.2 |
) |
|
Payment of finance lease obligations |
|
1.0 |
|
|
|
(1.6 |
) |
|
|
— |
|
|
|
(11.5 |
) |
|
|
— |
|
|
Dividend to non-controlling shareholder |
|
(2.1 |
) |
|
|
— |
|
|
|
— |
|
|
|
(4.3 |
) |
|
|
— |
|
|
Net cash used in financing activities |
$ |
(129.7 |
) |
|
$ |
(79.9 |
) |
|
$ |
(51.6 |
) |
|
$ |
(370.0 |
) |
|
$ |
(569.4 |
) |
|
Effect of exchange rate changes on cash, cash equivalents and restricted cash |
|
0.8 |
|
|
|
(0.6 |
) |
|
|
(0.3 |
) |
|
|
(2.4 |
) |
|
|
(1.3 |
) |
|
Net increase (decrease) in cash, cash equivalents and restricted cash |
|
460.6 |
|
|
|
657.8 |
|
|
|
(12.9 |
) |
|
|
1,555.3 |
|
|
|
296.2 |
|
|
Beginning cash, cash equivalents and restricted cash |
|
2,472.4 |
|
|
|
1,814.6 |
|
|
|
1,390.6 |
|
|
|
1,377.7 |
|
|
|
1,081.5 |
|
|
Ending cash, cash equivalents and restricted cash |
$ |
2,933.0 |
|
|
$ |
2,472.4 |
|
|
$ |
1,377.7 |
|
|
$ |
2,933.0 |
|
|
$ |
1,377.7 |
|
|
ON SEMICONDUCTOR CORPORATION RECONCILIATION OF GAAP VERSUS NON-GAAP DISCLOSURES (in millions, except per share and percentage data) |
|||||||||||||||||||||
|
|
Quarter Ended |
|
Year Ended |
|||||||||||||||||
|
|
December 31,
|
|
September 30,
|
|
December 31,
|
|
December 31,
|
|
December 31,
|
|||||||||||
Reconciliation of GAAP to non-GAAP gross profit: |
|
|
|
|
|
|
|
|
|
||||||||||||
GAAP gross profit |
$ |
1,020.5 |
|
|
$ |
1,058.3 |
|
|
$ |
832.2 |
|
|
$ |
4,077.2 |
|
|
$ |
2,714.3 |
|
||
Special items: |
|
|
|
|
|
|
|
|
|
||||||||||||
a) |
Non-recurring facility costs |
|
— |
|
|
|
— |
|
|
|
2.3 |
|
|
|
— |
|
|
|
5.5 |
|
|
b) |
Impact of business wind down |
|
(3.6 |
) |
|
|
23.1 |
|
|
|
— |
|
|
|
19.5 |
|
|
|
— |
|
|
c) |
Amortization of acquisition-related intangible assets |
|
1.6 |
|
|
|
— |
|
|
|
— |
|
|
|
1.6 |
|
|
|
— |
|
|
|
Total special items |
|
(2.0 |
) |
|
|
23.1 |
|
|
|
2.3 |
|
|
|
21.1 |
|
|
|
5.5 |
|
|
Non-GAAP gross profit |
$ |
1,018.5 |
|
|
$ |
1,081.4 |
|
|
$ |
834.5 |
|
|
$ |
4,098.3 |
|
|
$ |
2,719.8 |
|
||
Reconciliation of GAAP to non-GAAP gross margin: |
|
|
|
|
|
|
|
|
|
||||||||||||
GAAP gross margin |
|
48.5 |
% |
|
|
48.3 |
% |
|
|
45.1 |
% |
|
|
49.0 |
% |
|
|
40.3 |
% |
||
Special items: |
|
|
|
|
|
|
|
|
|
||||||||||||
a) |
Non-recurring facility costs |
|
— |
% |
|
|
— |
% |
|
|
0.1 |
% |
|
|
— |
% |
|
|
0.1 |
% |
|
b) |
Impact of business wind down |
|
(0.2 |
)% |
|
|
1.1 |
% |
|
|
— |
|
|
|
0.2 |
% |
|
|
— |
|
|
c) |
Amortization of acquisition-related intangible assets |
|
0.1 |
% |
|
|
— |
% |
|
|
— |
% |
|
|
0.1 |
% |
|
|
— |
% |
|
|
Total special items |
|
(0.1 |
)% |
|
|
1.1 |
% |
|
|
0.1 |
% |
|
|
0.3 |
% |
|
|
0.1 |
% |
|
Non-GAAP gross margin |
|
48.4 |
% |
|
|
49.3 |
% |
|
|
45.2 |
% |
|
|
49.2 |
% |
|
|
40.4 |
% |
||
Reconciliation of GAAP to non-GAAP operating expenses: |
|
|
|
|
|
|
|
|
|
||||||||||||
GAAP operating expenses |
$ |
316.2 |
|
|
$ |
633.8 |
|
|
$ |
351.9 |
|
|
$ |
1,717.2 |
|
|
$ |
1,426.7 |
|
||
Special items: |
|
|
|
|
|
|
|
|
|||||||||||||
a) |
Amortization of acquisition-related intangible assets |
|
(16.1 |
) |
|
|
(21.9 |
) |
|
|
(24.5 |
) |
|
|
(81.2 |
) |
|
|
(99.0 |
) |
|
b) |
Restructuring, asset impairments and other, net |
|
7.7 |
|
|
|
(40.3 |
) |
|
|
(13.1 |
) |
|
|
(17.9 |
) |
|
|
(71.4 |
) |
|
c) |
Goodwill and intangible asset impairment |
|
— |
|
|
|
(271.8 |
) |
|
|
— |
|
|
|
(386.8 |
) |
|
|
(2.9 |
) |
|
d) |
Third party acquisition and divestiture related costs |
|
(7.4 |
) |
|
|
(2.3 |
) |
|
|
(7.9 |
) |
|
|
(12.9 |
) |
|
|
(11.9 |
) |
|
e) |
Impact of business wind down |
|
— |
|
|
|
6.8 |
|
|
|
— |
|
|
|
6.8 |
|
|
|
— |
|
|
|
Total special items |
|
(15.8 |
) |
|
|
(329.5 |
) |
|
|
(45.5 |
) |
|
|
(492.0 |
) |
|
|
(185.2 |
) |
|
Non-GAAP operating expenses |
$ |
300.4 |
|
|
$ |
304.3 |
|
|
$ |
306.4 |
|
|
$ |
1,225.2 |
|
|
$ |
1,241.5 |
|
||
Reconciliation of GAAP to non-GAAP operating income: |
|
|
|
|
|
|
|
|
|
||||||||||||
GAAP operating income |
$ |
704.3 |
|
|
$ |
424.5 |
|
|
$ |
480.3 |
|
|
$ |
2,360.0 |
|
|
$ |
1,287.6 |
|
||
Special items: |
|
|
|
|
|
|
|
|
|
||||||||||||
a) |
Non-recurring facility costs |
|
— |
|
|
|
— |
|
|
|
2.3 |
|
|
|
— |
|
|
|
5.5 |
|
|
b) |
Amortization of acquisition-related intangible assets |
|
17.7 |
|
|
|
21.9 |
|
|
|
24.5 |
|
|
|
82.8 |
|
|
|
99.0 |
|
|
c) |
Restructuring, asset impairments and other, net |
|
(7.7 |
) |
|
|
40.3 |
|
|
|
13.1 |
|
|
|
17.9 |
|
|
|
71.4 |
|
|
d) |
Goodwill and intangible asset impairment |
|
— |
|
|
|
271.8 |
|
|
|
— |
|
|
|
386.8 |
|
|
|
2.9 |
|
|
e) |
Third party acquisition and divestiture related costs |
|
7.4 |
|
|
|
2.3 |
|
|
|
7.9 |
|
|
|
12.9 |
|
|
|
11.9 |
|
|
f) |
Impact of business wind down |
|
(3.6 |
) |
|
|
16.3 |
|
|
|
— |
|
|
|
12.7 |
|
|
|
— |
|
|
|
Total special items |
|
13.8 |
|
|
|
352.6 |
|
|
|
47.8 |
|
|
|
513.1 |
|
|
|
190.7 |
|
|
Non-GAAP operating income |
$ |
718.1 |
|
|
$ |
777.1 |
|
|
$ |
528.1 |
|
|
$ |
2,873.1 |
|
|
$ |
1,478.3 |
|
||
Reconciliation of GAAP to non-GAAP operating margin (operating income / revenue): |
|
|
|
|
|
|
|
|
|
||||||||||||
GAAP operating margin |
|
33.5 |
% |
|
|
19.4 |
% |
|
|
26.0 |
% |
|
|
28.3 |
% |
|
|
19.1 |
% |
||
Special items: |
|
|
|
|
|
|
|
|
|
||||||||||||
a) |
Non-recurring facility costs |
|
— |
% |
|
|
— |
% |
|
|
0.1 |
% |
|
|
— |
% |
|
|
0.1 |
% |
|
b) |
Amortization of acquisition-related intangible assets |
|
0.8 |
% |
|
|
1.0 |
% |
|
|
1.3 |
% |
|
|
1.0 |
% |
|
|
1.5 |
% |
|
c) |
Restructuring, asset impairments and other, net |
|
(0.4 |
)% |
|
|
1.8 |
% |
|
|
0.7 |
% |
|
|
0.2 |
% |
|
|
1.1 |
% |
|
d) |
Goodwill and intangible asset impairment |
|
— |
% |
|
|
12.4 |
% |
|
|
— |
% |
|
|
4.6 |
% |
|
|
— |
% |
|
e) |
Third party acquisition and divestiture related costs |
|
0.4 |
% |
|
|
0.1 |
% |
|
|
0.4 |
% |
|
|
0.2 |
% |
|
|
0.2 |
% |
|
f) |
Impact of business wind down |
|
(0.2 |
)% |
|
|
0.7 |
% |
|
|
— |
% |
|
|
0.2 |
% |
|
|
— |
% |
|
|
Total special items |
|
0.7 |
% |
|
|
16.0 |
% |
|
|
2.6 |
% |
|
|
6.2 |
% |
|
|
2.8 |
% |
|
Non-GAAP operating margin |
|
34.1 |
% |
|
|
35.4 |
% |
|
|
28.6 |
% |
|
|
34.5 |
% |
|
|
21.9 |
% |
||
Reconciliation of GAAP to non-GAAP income before income taxes: |
|
|
|
|
|
|
|
|
|
||||||||||||
GAAP income before income taxes |
$ |
763.3 |
|
|
$ |
406.8 |
|
|
$ |
466.2 |
|
|
$ |
2,362.2 |
|
|
$ |
1,157.8 |
|
||
Special items: |
|
|
|
|
|
|
|
|
|
||||||||||||
a) |
Non-recurring facility costs |
|
— |
|
|
|
— |
|
|
|
2.3 |
|
|
|
— |
|
|
|
5.5 |
|
|
b) |
Amortization of acquisition-related intangible assets |
|
17.7 |
|
|
|
21.9 |
|
|
|
24.5 |
|
|
|
82.8 |
|
|
|
99.0 |
|
|
c) |
Restructuring, asset impairments and other, net |
|
(7.7 |
) |
|
|
40.3 |
|
|
|
13.1 |
|
|
|
17.9 |
|
|
|
71.4 |
|
|
d) |
Goodwill and intangible asset impairment |
|
— |
|
|
|
271.8 |
|
|
|
— |
|
|
|
386.8 |
|
|
|
2.9 |
|
|
e) |
Third party acquisition and divestiture related costs |
|
7.4 |
|
|
|
2.3 |
|
|
|
7.9 |
|
|
|
12.9 |
|
|
|
11.9 |
|
|
f) |
Impact of business wind down |
|
(3.6 |
) |
|
|
16.3 |
|
|
|
— |
|
|
|
12.7 |
|
|
|
— |
|
|
g) |
Actuarial gains on pension plans and other pension benefits |
|
(22.0 |
) |
|
|
— |
|
|
|
(22.2 |
) |
|
|
(22.0 |
) |
|
|
(16.7 |
) |
|
h) |
Loss on debt refinancing and prepayment |
|
(0.2 |
) |
|
|
— |
|
|
|
2.8 |
|
|
|
7.1 |
|
|
|
29.0 |
|
|
i) |
Non-cash interest on convertible notes |
|
— |
|
|
|
— |
|
|
|
7.1 |
|
|
|
— |
|
|
|
24.7 |
|
|
j) |
Gain on divestiture of businesses |
|
(64.9 |
) |
|
|
(0.2 |
) |
|
|
— |
|
|
|
(67.0 |
) |
|
|
(10.2 |
) |
|
|
Total special items |
|
(73.3 |
) |
|
|
352.4 |
|
|
|
35.5 |
|
|
|
431.2 |
|
|
|
217.5 |
|
|
Non-GAAP income before income taxes |
$ |
690.0 |
|
|
$ |
759.2 |
|
|
$ |
501.7 |
|
|
$ |
2,793.4 |
|
|
$ |
1,375.3 |
|
||
Reconciliation of GAAP to non-GAAP net income attributable to ON Semiconductor Corporation: |
|
|
|
|
|
|
|
|
|
||||||||||||
GAAP net income attributable to ON Semiconductor Corporation |
$ |
604.3 |
|
|
$ |
311.9 |
|
|
$ |
425.9 |
|
|
$ |
1,902.2 |
|
|
$ |
1,009.6 |
|
||
Special items: |
|
|
|
|
|
|
|
|
|
||||||||||||
a) |
Non-recurring facility costs |
|
— |
|
|
|
— |
|
|
|
2.3 |
|
|
|
— |
|
|
|
5.5 |
|
|
b) |
Amortization of acquisition-related intangible assets |
|
17.7 |
|
|
|
21.9 |
|
|
|
24.5 |
|
|
|
82.8 |
|
|
|
99.0 |
|
|
c) |
Restructuring, asset impairments and other, net |
|
(7.7 |
) |
|
|
40.3 |
|
|
|
13.1 |
|
|
|
17.9 |
|
|
|
71.4 |
|
|
d) |
Goodwill and intangible asset impairment |
|
— |
|
|
|
271.8 |
|
|
|
— |
|
|
|
386.8 |
|
|
|
2.9 |
|
|
e) |
Third party acquisition and divestiture related costs |
|
7.4 |
|
|
|
2.3 |
|
|
|
7.9 |
|
|
|
12.9 |
|
|
|
11.9 |
|
|
f) |
Impact of business wind down |
|
(3.6 |
) |
|
|
16.3 |
|
|
|
— |
|
|
|
12.7 |
|
|
|
— |
|
|
g) |
Actuarial gains on pension plans and other pension benefits |
|
(22.0 |
) |
|
|
— |
|
|
|
(22.2 |
) |
|
|
(22.0 |
) |
|
|
(16.7 |
) |
|
h) |
Loss on debt refinancing and prepayment |
|
(0.2 |
) |
|
|
— |
|
|
|
2.8 |
|
|
|
7.1 |
|
|
|
29.0 |
|
|
i) |
Non-cash interest on convertible notes |
|
— |
|
|
|
— |
|
|
|
7.1 |
|
|
|
— |
|
|
|
24.7 |
|
|
j) |
Gain on divestiture of businesses |
|
(64.9 |
) |
|
|
(0.2 |
) |
|
|
— |
|
|
|
(67.0 |
) |
|
|
(10.2 |
) |
|
k) |
Adjustment of income taxes |
|
49.4 |
|
|
|
(24.9 |
) |
|
|
16.6 |
|
|
|
14.3 |
|
|
|
58.4 |
|
|
|
Total special items |
|
(23.9 |
) |
|
|
327.5 |
|
|
|
52.1 |
|
|
|
445.5 |
|
|
|
275.9 |
|
|
Non-GAAP net income attributable to ON Semiconductor Corporation |
$ |
580.4 |
|
|
$ |
639.4 |
|
|
$ |
478.0 |
|
|
$ |
2,347.7 |
|
|
$ |
1,285.5 |
|
||
Adjustment of income taxes: |
|
|
|
|
|
|
|
|
|
||||||||||||
Tax adjustment for special items (1) |
$ |
15.4 |
|
|
$ |
(74.0 |
) |
|
$ |
(7.5 |
) |
|
$ |
(90.6 |
) |
|
$ |
(45.7 |
) |
||
Other non-GAAP tax adjustment (2) |
|
34.0 |
|
|
|
49.1 |
|
|
|
24.1 |
|
|
|
104.9 |
|
|
|
104.1 |
|
||
|
Total adjustment of income taxes |
$ |
49.4 |
|
|
$ |
(24.9 |
) |
|
$ |
16.6 |
|
|
$ |
14.3 |
|
|
$ |
58.4 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
GAAP net income for diluted earnings per share |
$ |
604.7 |
|
|
$ |
312.4 |
|
|
$ |
425.9 |
|
|
$ |
1,904.1 |
|
|
$ |
1,009.6 |
|
||
Non-GAAP net income for diluted earnings per share |
$ |
580.8 |
|
|
$ |
639.9 |
|
|
$ |
478.0 |
|
|
$ |
2,349.6 |
|
|
$ |
1,285.5 |
|
||
Reconciliation of GAAP to non-GAAP diluted shares outstanding: |
|
|
|
|
|
|
|
|
|
||||||||||||
GAAP diluted shares outstanding |
|
447.9 |
|
|
|
448.7 |
|
|
|
445.3 |
|
|
|
448.2 |
|
|
|
443.8 |
|
||
Special items: |
|
|
|
|
|
|
|
|
|
||||||||||||
a) |
Less: dilutive shares attributable to convertible notes |
|
(8.0 |
) |
|
|
(7.9 |
) |
|
|
(6.9 |
) |
|
|
(7.0 |
) |
|
|
(8.6 |
) |
|
|
Total special items |
|
(8.0 |
) |
|
|
(7.9 |
) |
|
|
(6.9 |
) |
|
|
(7.0 |
) |
|
|
(8.6 |
) |
|
Non-GAAP diluted shares outstanding |
|
439.9 |
|
|
|
440.8 |
|
|
|
438.4 |
|
|
|
441.2 |
|
|
|
435.2 |
|
||
Non-GAAP diluted earnings per share: |
|
|
|
|
|
|
|
|
|
||||||||||||
Non-GAAP net income attributable to ON Semiconductor Corporation |
$ |
580.8 |
|
|
$ |
639.9 |
|
|
$ |
478.0 |
|
|
$ |
2,349.6 |
|
|
$ |
1,285.5 |
|
||
Non-GAAP diluted shares outstanding |
|
439.9 |
|
|
|
440.8 |
|
|
|
438.4 |
|
|
|
441.2 |
|
|
|
435.2 |
|
||
Non-GAAP diluted earnings per share |
$ |
1.32 |
|
|
$ |
1.45 |
|
|
$ |
1.09 |
|
|
$ |
5.33 |
|
|
$ |
2.95 |
|
||
Reconciliation of net cash provided by operating activities to free cash flow: |
|
|
|
|
|
|
|
|
|
||||||||||||
Net cash provided by operating activities |
$ |
731.3 |
|
|
$ |
1,002.4 |
|
|
$ |
626.6 |
|
|
$ |
2,633.1 |
|
|
$ |
1,782.0 |
|
||
Special items: |
|
|
|
|
|
|
|
|
|
||||||||||||
a) |
Purchase of property, plant and equipment |
|
(342.0 |
) |
|
|
(271.1 |
) |
|
|
(169.6 |
) |
|
|
(1,005.0 |
) |
|
|
(444.6 |
) |
|
|
Total special items |
|
(342.0 |
) |
|
|
(271.1 |
) |
|
|
(169.6 |
) |
|
|
(1,005.0 |
) |
|
|
(444.6 |
) |
|
Free cash flow |
$ |
389.3 |
|
|
$ |
731.3 |
|
|
$ |
457.0 |
|
|
$ |
1,628.1 |
|
|
$ |
1,337.4 |
|
||
Stefanie Cuene
Head of Public Relations
onsemi
(602) 244-3402
This email address is being protected from spambots. You need JavaScript enabled to view it.
Parag Agarwal
Vice President - Investor Relations & Corporate Development
onsemi
(602) 244-3437
This email address is being protected from spambots. You need JavaScript enabled to view it.
HOUSTON--(BUSINESS WIRE)--Chesapeake Granite Wash Trust (OTC Markets Group, Inc.:CHKR) (the “Trust”) today announced that its common unit distribution for the quarter ended December 31, 2022 (which primarily relates to production attributable to the Trust’s royalty interests from September 1, 2022 through November 30, 2022) will be $0.0757 per common unit. The distribution will be paid on March 1, 2023 to common unitholders of record at the close of business on February 20, 2023.
The following table provides supporting documentation for the calculation of distributable income available to unitholders for the production period from September 1, 2022 through November 30, 2022.
Sales volumes: |
|
|
|
||
Oil (mbbl) |
|
12 |
|
|
|
Natural gas (mmcf) |
|
369 |
|
|
|
Natural gas liquids (mbbl) |
|
33 |
|
|
|
Total oil equivalent volumes (mboe) |
|
107 |
|
|
|
|
|
|
|
||
Average price received per production unit:(1) |
|
|
|
||
Oil |
|
$ |
82.59 |
|
|
Natural gas |
|
$ |
5.31 |
|
|
Natural gas liquids |
|
$ |
30.48 |
|
|
|
|
|
|
||
Distributable income calculation (in thousands except per unit income): |
|
|
|
||
Revenue less production taxes(1) |
|
$ |
3,701 |
|
|
Trust administrative expenses |
|
(65) |
|
|
|
Cash withheld to increase cash reserves(2) |
|
(99) |
|
|
|
Distributable income available to unitholders |
|
$ |
3,537 |
|
|
Calculated distributable income per unit(3) |
|
$ |
0.0757 |
|
|
(1) Includes the effect of certain marketing, gathering and transportation deductions. |
(2) The Trustee may increase or decrease the targeted amount at any time, and may increase or decrease the rate at which it is withholding funds to build the cash reserve at any time, without advance notice to the unitholders. Without limiting the foregoing, the Trustee has reviewed the adequacy and sufficiency of the existing cash reserve and determined that, commencing with the distribution to unitholders for the fourth quarter 2021 (payable in 2022), the Trustee began withholding the funds otherwise available for distribution to unitholders each quarter to increase existing cash reserves by a total of approximately $3,200,000 over a period of several quarters. Cash held in reserve will be invested as required by the trust agreement. Any cash reserved in excess of the amount necessary to pay or provide for the payment of future known, anticipated or contingent expenses or liabilities eventually will be distributed to unitholders, together with interest earned on the funds. |
(3) Based on 46,750,000 common units issued and outstanding. |
Due to the timing of the payment of production proceeds to the Trust, quarterly distributions generally include royalties attributable to sales of oil, natural gas liquids and natural gas for three months, including the first two months of the quarter just ended and the last month of the prior quarter.
The Trust owns royalty interests in certain oil and natural gas properties in the Colony Granite Wash play in Washita County, Oklahoma. The Trust is entitled to receive proceeds from the sale of production attributable to the royalty interests. As described in the Trust’s filings with the Securities and Exchange Commission (the “SEC”), the amount of Trust revenues and the quarterly distributions to Trust unitholders will fluctuate from quarter to quarter, depending on the sales volume of oil, natural gas liquids and natural gas attributable to the Trust’s royalty interests and the prices received for such sales and the amount of the Trust’s administrative expenses, among other factors.
For additional information regarding the Trust and its results of operations and financial condition, please refer to the Trust’s SEC filings.
ABOUT CHESAPEAKE GRANITE WASH TRUST:
Pursuant to IRC Section 1446, withholding tax on income effectively connected to a U.S. trade or business allocated to foreign partners should be made at the highest marginal rate. Under Section 1441, withholding tax on fixed, determinable, annual, periodic income from U.S. sources allocated to foreign partners should be made at 30% of gross income unless the rate is reduced by treaty. This release is intended to be a qualified notice to nominees and brokers as provided for under Treasury Regulation Section 1.1446-4(b) by the Trust, and while specific relief is not specified for Section 1441 income, this disclosure is intended to suffice. For distributions made to foreign partners, nominees and brokers should withhold at the highest effective tax rate.
This news release contains statements that are “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. All statements contained in this news release, other than statements of historical facts, are “forward-looking statements” for purposes of these provisions. The anticipated distribution discussed herein is based, in part, on the amount of cash received or expected to be received by the Trust with respect to the relevant quarterly period. Any differences in actual cash receipts by the Trust could affect this distributable amount. Other important factors that could cause actual results to differ materially include the COVID-19 pandemic and related economic turmoil, expenses of the Trust and reserves for anticipated future expenses. The Trustee neither intends and neither assumes any obligation, to update any of the statements included in this news release. An investment in common units issued by the Trust is subject to the risks described in the Trust’s Annual Report on Form 10-K for the year ended December 31, 2021, as well as other risks identified in the Trust’s Quarterly Reports on Form 10-Q and Current Reports on Form 8-K filed with the SEC. The Trust’s annual, quarterly and other filed reports are or will be available at the SEC’s website at www.sec.gov. The Trust does not intend, and assumes no obligations, to update any of the statements included in this news release. Further information is available at www.chkgranitewashtrust.com where the Trust routinely posts announcements, updates, investor information and news releases.
TRUSTEE CONTACT INFORMATION:
The Bank of New York Mellon Trust Company, N.A.
Sarah Newell
512-236-6555
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NEW YORK--(BUSINESS WIRE)--Acre, a sustainability-focused recruitment and executive search firm, has announced the addition of Gloria Mirrione as Head of Sustainable Finance & Impact investing, Americas.
Based in New York, Gloria is driving Acre’s growth in sustainable finance & impact investing in the U.S. Gloria has extensive background in guiding c-suite executives across financial services to integrate ESG and create additionality for clients through increasing their focus on sustainability and impact.
“Sustainability is transforming the way companies prioritize talent – particularly in financial services, where companies have a unique opportunity to impact meaningful change. Acre is leading that transformation,” Gloria said. “By expanding its sustainable finance team of leading experts, Acre is demonstrating its strong commitment to creating systemic change for the planet and society and activating people’s potential.”
Most recently, Gloria served as Senior Client Partner at Korn Ferry, where she was focused within asset management and co-lead the ESG & Impact Investing practice. She brings more than 20 years’ experience in professional services – eight of which focused on sustainability – having worked in global executive recruitment, focused broadly within financial services at all levels. She has worked with many global commercial and investment banks, and asset owners & investment managers, with a focus in the private markets.
“Gloria’s standout track record of identifying Chief Sustainability Officers, Heads of ESG, and impact investing leaders within this sector make her an extremely important addition to Acre’s growing team in the U.S,” said Richard Wright, Acre’s CEO. “It is our ambition to shape a future where sustainability, impact and diversity are embedded in every organization’s operations and value systems.”
Acre recently also announced certification as a B Corporation, joining the ranks of only about 2,000 companies that have this certification in the U.S. and Canada, and just over 5,000 across the globe.
About Acre
Acre is the world’s market-leader in search, recruitment and talent development exclusively focused on integrating sustainability and catalyzing positive change across business, finance, and energy. Acre has placed thousands of professionals in over 40 countries globally since 2003. Twenty years of focus on sustainability has given us an in-depth understanding of the sectors in which we operate, enabling us to consult, challenge and advise our clients to create a more sustainable future.
Press enquiries:
Ellen Rutherford
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+1(929) 376-4910
LOS ANGELES--(BUSINESS WIRE)--Faraday Future Intelligent Electric Inc. (NASDAQ: FFIE) ("Faraday Future", “FF” or "Company"), a California-based global shared intelligent electric mobility ecosystem company, today announced a series of definitive agreements for financing, as well as an important modification to a major provision in the terms of the warrants in the original FF secured financing agreements. Once consummated on the contemplated timeline, the Company is expected to have raised all the necessary funds for the start of production (“SOP”) of the FF 91 Futurist. In parallel, the Company has set the date for a special stockholders meeting which is scheduled to take place on February 28th, 2023.
The Company announced the execution of definitive agreements for financing commitments of $135.0 million in convertible secured notes, of which $80.0 million will be funded within 10 business days (including $10.0 million previously funded by Senyun International Ltd. as an advanced payment) subject to the satisfaction or waiver of certain conditions. The remaining amount will be funded within 5 business days after the satisfaction or waiver of certain conditions, including for a portion of such financing receipt of Company stockholder approval and an effective registration statement for the shares underlying the applicable notes. Affiliates of ATW Partners and Acuitas Capital, among others, participated in the transaction. Detailed terms can be found in our Current Report on Form 8-K to be filed with the SEC.
This round of financing, together with the $33.4 million ($30.6 million net of original discount and transaction costs and including $10.0 million previously funded by Senyun International Ltd. as an advanced payment) that has been received by the Company since the FF Global Investor Business Update on December 15th, 2022, means the Company has received sufficient financing commitments for the funds required for SOP of the FF 91 Futurist assuming timely receipt of funds. As previously stated, the Company expects to start production of a saleable FF 91 Futurist at the end of March 2023, coming off the assembly line in early April, with deliveries before the end of April assuming receipt of investor funds on the Company’s expected timeline.
Separately, the Company plans to hold a special stockholders meeting on February 28th, 2023, to consider a proposal to increase the authorized shares of Faraday Future Class A common stock. This proposal, if approved by Faraday Future stockholders, will clear the path for additional future financing to best support FF 91 Futurist deliveries and the Company’s other strategic goals. As a major stockholder of the Company, FF Top Holdings LLC, a subsidiary of FF Global Partners LLC (“FFGP”), agreed to vote all shares it beneficially owns to support such proposal in the upcoming special stockholders meeting. The Company also recommends that all Faraday Future stockholders as of January 31st, 2023 vote in favor of, and solicit proxies in favor of, such proposal. Faraday Future stockholder approval is a condition to complete a portion of the abovementioned funding amount, and a pivotal path for providing support to the Company in achieving its long-term goals. Additional information about the special stockholders meeting can be found in our definitive proxy statement on Schedule 14A previously filed with the SEC.
The financing agreements also include an important modification to a major provision in the terms of the warrants in the original FF secured financing agreements. In such warrants, there was a full ratchet anti-dilution provision that allowed investors to receive the right to purchase additional shares at a price equal to the lowest price in which shares were issued after the issuance of such warrants. The relevant clause has been removed from the warrants under the financing agreements, helping FF stockholders successfully avoid a potential future dilutive issuance of up to hundreds of millions of shares. The Company has also agreed to issue $41.0 million of convertible secured notes to its existing secured notes investors in exchange for the cancellation of a majority of their previously outstanding warrants on terms described in more detail in our Current Report on Form 8-K to be filed with the SEC.
The Company appreciates the trust shown by its investors. This round of financing provides the Company with confidence to achieve its key short-term strategic goal of SOP and deliver the FF 91 Futurist to the most avant-garde users at the top of the pyramid with high-quality and high product power. At the same time, the Company would like to express its deep gratitude to the loyal and recurring investors for their continued support, especially FFGP for its determined efforts in connection with the financing and warrant settlement.
“Securing $135.0 million in funding commitments is critical and imperative for Faraday Future’s sprint to FF 91 Futurist's SOP. The availability of these additional funding commitments provides confidence that FF can reach the SOP milestone in March 2023. We will deliver the FF 91 Futurist with high quality and high product power as soon as possible after receipt of the funds contemplated by these financings," said Xuefeng (XF) Chen, Global CEO of Faraday Future.
The Company is also grateful to FF’s global suppliers for their deep insight and persistent belief in FF's disruptive product at the top of the pyramid, the Ultimate Intelligent TechLuxury brand positioning, revolutionary advanced technology, and the Company's long-term value. The tolerance and determination of FF’s global suppliers are at the cornerstone of its goal to subvert the traditional auto industry and build a future mobility ecosystem.
On February 3rd, 2023, the trading price of FFIE stock closed above $1.00 per share, which is an increase of more than 300% from its lowest stock price in the past 40 trading days. The Company thanks FF’s stockholders, both retail investors and institutional investors, for their high level of trust and support of the Company's new top-level governance structure, new board of directors, and new management. This is the fundamental groundwork for unlocking FF's value.
"I am glad to see that Faraday Future has obtained commitments for this key round of financing with the cooperation and support of FFGP. At the same time, FFGP also assisted Faraday Future in solving the crucial warrant issue and helping ensure the maximization of interests of all stakeholders with the timely SOP of the FF 91 Futurist," said a spokesperson from FFGP.
Faraday Future has made further progress with testing and validation of the FF 91 Futurist through the Product and Technology Generation 2.0 program (PT Gen 2.0) in recent months. The generational upgrade from PT Gen 1.0 to PT Gen 2.0 consists of significant upgrades of systems and core components from both the vehicle, and I.A.I area – the advanced core, which stands for Internet, Autonomous Driving, and Intelligence. PT Gen 2.0 was achieved through upgrades of 26 major system and components. With 13 key upgrades throughout powertrain, battery, charging, chassis, interior from EV areas, as well 13 key upgrades from computing, sensing, communication, user interaction, and significant performance improvements to the FF 91 Futurist.
With this latest round of financing, Faraday Future is now closing in on the 7th milestone, which is the SOP. The Company recently announced the completion of the 6th milestone, the completion of construction and equipment installation in vehicle assembly areas. This marked the sixth of the seven milestones that FF laid out late in 2021 to mark its manufacturing achievements towards the start of production of the FF 91 Futurist.
Competing with Ferrari, Maybach, Rolls Royce, and Bentley, as the only next-gen Ultimate Intelligent TechLuxury EV product, the FF 91 Futurist puts forward a unique and intelligent EV experience with extreme technology, an ultimate user experience. The FF 91 Futurist features an industry-leading 1,050 horsepower, an EPA-certified range of 381 miles, 0-60 mph in 2.27 seconds, a unique rear intelligent Internet system, and a revolutionary user experience designed to create a mobile, connected, intelligent, and luxurious third Internet living space and user mobility ecosystem platform.
Users can preorder an FF 91 Futurist via the FF Intelligent App or through our website (English): https://www.ff.com/us/preorder/ or (Chinese): https://www.ff.com/cn/preorder/
Download the new FF Intelligent App (English): https://apps.apple.com/us/app/id1454187098 or https://play.google.com/store/apps/details?id=com.faradayfuture.online, (Chinese): http://appdownload.ff.com
ABOUT FARADAY FUTURE
Faraday Future is a class-defining luxury electric vehicle company. The Company has pioneered numerous innovations relating to its products, technology, business model, and user ecosystem since inception in 2014. Faraday Future aims to perpetually improve the way people move by creating a forward-thinking mobility ecosystem that integrates clean energy, AI, the Internet, and new usership models. Faraday Future’s first flagship product is the FF 91 Futurist.
FOLLOW FARADAY FUTURE:
https://www.ff.com/
http://appdownload.ff.com
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https://www.facebook.com/faradayfuture/
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www.linkedin.com/company/faradayfuture
NO OFFER OR SOLICITATION
This communication shall neither constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any jurisdiction in which the offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such jurisdiction.
FORWARD LOOKING STATEMENTS
This press release includes “forward looking statements” within the meaning of the safe harbor provisions of the United States Private Securities Litigation Reform Act of 1995. When used in this press release, the words “estimates,” “projected,” “expects,” “anticipates,” “forecasts,” “plans,” “intends,” “believes,” “seeks,” “may,” “will,” “should,” “future,” “propose” and variations of these words or similar expressions (or the negative versions of such words or expressions) are intended to identify forward-looking statements. These forward-looking statements, which include, among other things, statements regarding potential timing for holding a special stockholders meeting and the announcement thereof, the anticipated SOP and delivery timing for our FF 91 Futurist vehicle, additional funding and timing for receipt thereof and FF stockholder approval of an authorized share increase and the timing thereof, 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 the Company’s control, that could cause actual results or outcomes to differ materially from those discussed in the forward-looking statements. Important factors, among others, that may affect actual results or outcomes include whether the Amended Shareholder Agreement between the Company and FF Top, dated as of January 13, 2023, complies with the listing requirements of The Nasdaq Stock Market LLC, the market performance of the shares of the Company’s common stock; the Company’s ability to regain compliance with, and thereafter continue to comply with, the Nasdaq listing requirements; the Company’s ability to satisfy the conditions precedent and close on the various financings disclosed by the Company and any future financings, the failure of any of which could result in the Company seeking protection under the Bankruptcy Code; the Company’s ability to amend its certificate of incorporation to permit sufficient authorized shares to be issued in connection with the Company’s existing and contemplated financings and/or obtain stockholder approval for the issuance of shares under the Company’s previously announced equity line of credit with an affiliate of Yorkville Advisors and/or the Tranche C and D convertible secured notes for purposes of NASDAQ Listing Rule 5635; whether the Company and the City of Huanggang could agree on definitive documents to effectuate the non-binding Cooperation Framework Agreement; the Company’s ability to remain in compliance with its public filing requirements under the Securities Exchange Act of 1934, as amended; the outcome of the SEC investigation relating to the matters that were the subject of the Special Committee investigation and other litigation involving the Company; the Company’s ability to execute on its plans to develop and market its vehicles and the timing of these development programs; the Company’s estimates of the size of the markets for its vehicles and cost to bring those vehicles to market; the rate and degree of market acceptance of the Company’s vehicles; the success of other competing manufacturers; the performance and security of the Company’s vehicles; potential litigation involving the Company; the result of future financing efforts and general economic and market conditions impacting demand for the Company’s products; recent cost, headcount and salary reduction actions may not be sufficient or may not achieve their expected results; and the ability of the Company to attract and retain directors and employees. The foregoing list of factors is not exhaustive. You should carefully consider the foregoing factors and the other risks and uncertainties described in the “Risk Factors” section of the Company’s registration statement on Form S-1 filed on December 23, 2022, and other documents filed by the Company from time to time with the SEC. These filings identify and address other important risks and uncertainties that could cause actual events and results to differ materially from those contained in the forward-looking statements. Forward-looking statements speak only as of the date they are made. Readers are cautioned not to put undue reliance on forward-looking statements, and the Company does not undertake any obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.
ADDITIONAL INFORMATION
In connection with the special stockholders meeting, Faraday Future has filed with the SEC a definitive proxy statement on Schedule 14A with respect to the proposals therein to increase the number of the Company’s authorized Class A common shares to 1.69 billion and approve the issuance of shares under the Company’s previously announced equity line of credit with an affiliate of Yorkville Advisors for purposes of NASDAQ Listing Rule 5635 (as amended and supplemented, the “Proxy Statement”). Faraday Future commenced mailing of the Proxy Statement to its stockholders on February 3, 2023. This press release is not a substitute for the Proxy Statement or any other document which the Company may file with the SEC. INVESTORS AND FARADAY FUTURE’S STOCKHOLDERS ARE URGED TO READ THE PROXY STATEMENT IN ITS ENTIRETY AND ANY OTHER DOCUMENTS FILED BY THE COMPANY WITH THE SEC IN CONNECTION WITH THE PROXY STATEMENT OR INCORPORATED BY REFERENCE THEREIN BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSALS IN THE PROXY STATEMENT. Investors and stockholders may obtain free copies of the Proxy Statement and other documents containing important information about Faraday Future that are filed or will be filed with the SEC by Faraday Future from the SEC’s website at www.sec.gov. Faraday Future makes available free of charge at www.ff.com (in the “Financials and Filings” section), copies of materials it files with, or furnish to, the SEC.
PARTICIPANTS IN SOLICITATION
Faraday Future and its respective directors and executive officers and certain Company investors and their representatives may be deemed participants in the solicitation of proxies of the Company’s stockholders in respect of the proposals in the Proxy Statement. Information about the directors and executive officers of Faraday Future, such investors and their representatives and their ownership is set forth in the Company’s filings with the SEC, including the Proxy Statement. These documents can be obtained free of charge from the sources specified above.
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