Business Wire News

The Board will present two board candidates for a vote at the April 25 Annual Shareholders Meeting; Exelon director Paul Joskow to retire.

CHICAGO--(BUSINESS WIRE)--Exelon (NASDAQ: EXC) today announced its Board will nominate two new Board candidates, Charisse R. Lillie and Matthew C. Rogers, to shareholders at the upcoming April 25, 2023, Annual Shareholders Meeting. Directors Paul Joskow, Ann Berzin and Carlos Gutierrez will be leaving the Board at the end of their terms and will not stand for re-election.


Charisse Lillie, 70, is CEO of CRL Consulting, LLC, a Philadelphia-based firm offering consulting services in corporate governance, diversity and corporate social responsibility. Lillie held the role of executive vice president of Community Investment for Comcast Corporation where she oversaw corporate giving, while also leading the work of the Comcast Foundation as president for eight years (2008-2016). She also served as the head of Comcast Human Resources from 2005 to 2008. Lillie previously served as director of the Federal Reserve Bank of Philadelphia and was a partner with Ballard Spahr Andrews & Ingersoll, LLP, where she chaired the firm’s Litigation Department from 2002 to 2005. Prior to that, Lillie spent several years in public service in roles that included City Solicitor for the City of Philadelphia’s Law Department, General Counsel to the Redevelopment of the City of Philadelphia and Assistant United States Attorney for the District of Pennsylvania, Civil Division. She taught law at Villanova School of Law and was deputy director at Community Legal Services, Inc., a provider of free civil legal assistance to low-income Philadelphians. Early in her career, Lillie was a trial attorney in the Honors Program at the U.S. Department of Justice in the Civil Rights Division, after working as a law clerk for the Honorable Clifford Scott Green, U.S. District Court Judge for the Eastern District of Pennsylvania.

Lillie has been a member of the PECO board since 2010, but will cease serving as a PECO director upon her election to the Exelon Board. A Philadelphia native, Lillie holds a bachelor’s degree in Government and History from Wesleyan University, a Juris Doctorate from Temple University School of Law and a Master of Laws degree from Yale University.

Matt Rogers, 60, is an operating partner for Ajax Strategies LLC, a venture capital firm seeking to invest in technologies that reduce greenhouse gas emissions. He served as CEO of the Mission Possible Partnership, supporting public and private sector partnerships working in the industry transition toward achieving net-zero greenhouse gas emissions by 2050. Prior to that, he was a senior partner at McKinsey & Company, where he led their Electric Power, Oil & Gas and Sustainability practices. He also led the Department of Energy’s $31 billion Recovery Act program and co-authored the book, Resource Revolution: Capturing the Biggest Business Opportunity in 100 Years. Rogers has been a long-time resident of northern California and holds a bachelor’s degree in Politics from Princeton University and an MBA from Yale.

“Charisse Lillie’s years of experience in law, public service and corporate community investment and her experience on PECO’s Board, together with Matt Rogers’ work in sustainability and the energy transition will bring fresh perspectives and a greater focus on the clean energy transformation and its benefit to our customers and the communities we serve,” said Calvin Butler, president and CEO of Exelon. “We are indebted to Ann Berzin, Paul Joskow and Secretary Carlos Gutierrez for their leadership and contributions to the Board’s work during their tenures.”

Current Exelon Board member Paul Joskow has reached the mandatory retirement age, as provided in Exelon’s Corporate Governance Principles, and has tendered notice of his retirement. In addition, Board members Ann Berzin and Secretary Carlos Gutierrez will not seek re-election this spring.

Joskow has been an Exelon director since 2007 and has brought to the Board his experience and knowledge in energy and environmental economics, governmental regulation and other key areas that have benefited the company and its shareholders. He also has provided invaluable insights as a member of numerous Exelon Board committees.

Berzin has been an Exelon director since 2012, when she joined the Exelon Board as part of the Constellation merger after having served as a member of the Constellation Board since 2008. Her executive leadership expertise and experience in the financial markets have been essential to Exelon and its stakeholders. During her tenure, Berzin has served in two leadership roles, first as Chair of Exelon’s Risk Committee and then as Chair of the Audit and Risk Committee.

Gutierrez has served as an Exelon director since 2021. He has brought valuable and key insights and experience to Exelon based on his background in government and corporate leadership, and served as a member of the Audit and Risk, and Compensation Committees.

“The Board has benefited from the wisdom and experience that Paul, Ann and Carlos have each shared during their tenures as experts in their chosen fields,” said John F. Young, Chair of the Exelon Board. “This proved particularly helpful during the separation of Constellation Energy and Exelon and undoubtedly played a role in its success. We are truly grateful for all their contributions.”

All members of the Exelon board, except the president and CEO, are independent directors under applicable law and the listing standards of The Nasdaq Global Select Market, which are incorporated into the Exelon Corporate Governance Principles.

More information about Exelon's board is available at exeloncorp.com.

About Exelon

Exelon (Nasdaq: EXC) is a Fortune 200 company and the nation’s largest energy delivery company, serving more than 10 million customers through six fully regulated transmission and distribution utilities — Atlantic City Electric (ACE), Baltimore Gas and Electric (BGE), Commonwealth Edison (ComEd), Delmarva Power & Light (DPL), PECO Energy Company (PECO), and Potomac Electric Power Company (Pepco). More than 18,000 Exelon employees dedicate their time and expertise to powering a cleaner and brighter future for our customers and communities through reliable, affordable and efficient energy delivery, workforce development, equity, economic development and volunteerism. Follow Exelon on Twitter @Exelon.


Contacts

Liz Keating
Corporate Communications
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312-394-7417 Exelon Media Hotline

CALGARY, Alberta--(BUSINESS WIRE)--Pembina Pipeline Corporation ("Pembina") (TSX: PPL; NYSE: PBA) announced today that holders of an aggregate of 1,028,130 of its 16,000,000 Cumulative Redeemable Minimum Rate Reset Class A Preferred Shares, Series 21 ("Series 21 Shares") have elected to convert, on a one-for-one basis, their Series 21 Shares into Cumulative Redeemable Floating Rate Class A Preferred Shares, Series 22 of Pembina ("Series 22 Shares"). As a result of the exercise of such conversion rights, on March 1, 2023, Pembina will have 14,971,870 Series 21 Shares and 1,028,130 Series 22 Shares issued and outstanding. The Series 21 Shares and the Series 22 Shares will be listed on the Toronto Stock Exchange under the symbols PPL.PF.A and PPL.PF.B, respectively.



About Pembina

Pembina Pipeline Corporation is a leading energy transportation and midstream service provider that has served North America's energy industry for more than 65 years. Pembina owns an integrated network of hydrocarbon liquids and natural gas pipelines, gas gathering and processing facilities, oil and natural gas liquids infrastructure and logistics services, and a growing export terminals business. Through our integrated value chain, we seek to provide safe and reliable infrastructure solutions which connect producers and consumers of energy across the world, support a more sustainable future and benefit our customers, investors, employees and communities. For more information, please visit pembina.com.


Contacts

Investor Relations
(403) 231-3156
1-855-880-7404
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www.pembina.com

OKLAHOMA CITY--(BUSINESS WIRE)--Gulfport Energy Corporation (NYSE: GPOR) announced today that it will host a teleconference and webcast to discuss its fourth quarter and full year 2022 results, as well as its 2023 outlook, beginning 9:00 a.m. ET (8:00 a.m. CT) on Wednesday, March 1, 2023. Gulfport plans to announce fourth quarter and full year 2022 results on Tuesday, February 28, 2023, after market close.


The conference call can be heard live through a link on the Gulfport website, www.gulfportenergy.com. In addition, you may participate in the conference call by dialing 866-373-3408 domestically or 412-902-1039 internationally. A replay of the conference call will be available on the Gulfport website and a telephone audio replay will be available from March 1, 2023 to March 15, 2023, by calling 877-660-6853 domestically or 201-612-7415 internationally and then entering the replay passcode 13735766.

About Gulfport

Gulfport is an independent, natural gas-weighted exploration and production company focused on the exploration, acquisition and production of natural gas, crude oil and NGL in the United States with primary focus in the Appalachia and Anadarko basins. Our principal properties are located in eastern Ohio targeting the Utica formation and in central Oklahoma targeting the SCOOP Woodford and SCOOP Springer formations.


Contacts

Jessica Antle – Director, Investor Relations
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405-252-4550

FOSHAN, China--(BUSINESS WIRE)--$SZ #GlobalFortune500--Earlier this year, Forbes released its "2022 Forbes China Top 50 Sustainable Development Industrial Enterprises" list. Midea Group was included on the list for its outstanding performance in green manufacturing, carbon neutrality, sustainable development and ESG construction.



The assessment focused on the specific indicators of five dimensions, i.e., "management system, technological innovation, comprehensive benefits, resource allocation, and demonstration & promotion". The selected companies this year are all industrial enterprises that have been established for at least 10 years, and have an annual revenue of more than RMB 100 billion, along with a year-on-year increase in R&D investment of about 50%. They also demonstrate key advantages over their global counterparts and possess state-of-the-art technologies that are among the best in the world.

Over the course of 25 years, Midea has honed and perfected its sustainable development management system, which integrates the concept of sustainable development into virtually every step of production and operation, as part of its efforts to fulfill its commitment to creating shared value with stakeholders.

Midea Shunde Industrial Park utilizes distributed PV systems, energy storage equipment, high-efficiency HVAC equipment (including MDV8 multi-connected units), LINVOL digital intelligent elevators, energy recovery modules, and automated production lines to realize both a green office and low-cost carbon production. Its efforts have led to LEED & WELL certifications. Relying on its iBUILDING digital platform, Midea Shunde Industrial Park's carbon management system and power grid system are fully integrated, and carbon neutrality has been achieved in the office area as well.

The Midea Chongqing Factory currently leverages over 15 green and energy-saving technologies, 8 digital scene applications, 3 green certifications and consultations, and also boasts access to over 10 information systems. It has significantly increased the proportion of clean energy and green electricity by installing roof PV panels, photovoltaic curtain walls, and solar street lights. Midea Chongqing Factory has also obtained the PAS2060 carbon neutral certificate, becoming one of Midea's first zero-carbon pilot plants.

Guided by the most advanced carbon consulting, Midea Jingzhou Factory has made a zero-carbon pathway that includes four stages: planning & design, construction, operation, and transformation. It has also adopted key zero-carbon solutions to obtain both its green and zero-carbon certifications. Through its energy optimization and management, operation and maintenance costs will be reduced by 30%, and the plant's power consumption will be diminished by 5-20%. These are its carbon reduction efforts as such.


Contacts

Lori Luo   This email address is being protected from spambots. You need JavaScript enabled to view it.

TULSA, Okla.--(BUSINESS WIRE)--Williams (NYSE: WMB) today announced that it has closed its acquisition of MountainWest Pipelines Holding Company (MountainWest) from Southwest Gas Holdings, Inc. (NYSE: SWX), in a transaction including $1.07 billion of cash and $0.43 billion of assumed debt, for an enterprise value of $1.5 billion. MountainWest comprises roughly 2,000-miles of interstate natural gas pipeline systems primarily located across Utah, Wyoming and Colorado, totaling approximately 8 Bcf/d of transmission capacity. MountainWest also operates 56 Bcf of total storage capacity, including the Clay Basin underground storage reservoir, providing valuable service to western markets.


“Our natural gas focused strategy is anchored in having the right assets in the right places to serve our nation’s growing demand for clean, affordable and abundant natural gas. This acquisition enhances our position in the western U.S. and is complementary to our current footprint, providing us with infrastructure for natural gas deliveries across key demand markets,” said Alan Armstrong, Williams president and chief executive officer. “With the acquisition now complete, we look forward to welcoming MountainWest employees to Williams and bringing value to our shareholders by delivering safe and reliable services to both Williams and MountainWest customers as we increase the utilization of our existing large scale platforms.”

With the acquisition of MountainWest, Williams expands its infrastructure network and increases its business mix of FERC-regulated natural gas transmission and storage. The acquisition expands Williams’ services to key Rockies markets, including natural gas delivery into Salt Lake City and other demand markets not previously served by Williams.

Advisors

TD Securities and J.P. Morgan served as co-financial advisors to Williams; Moelis & Company and Lazard Freres & Co. LLC served as co-financial advisors to Southwest Gas Holdings. Williams was represented by Davis Polk & Wardwell LLP; Southwest Gas Holdings was represented by Morrison & Foerster LLP.

About Williams

As the world demands reliable, low-cost, low-carbon energy, Williams (NYSE: WMB) will be there with the best transport, storage and delivery solutions to reliably fuel the clean energy economy. Headquartered in Tulsa, Oklahoma, Williams is an industry-leading, investment grade C-Corp with operations across the natural gas value chain including gathering, processing, interstate transportation, storage, wholesale marketing and trading of natural gas and natural gas liquids. With major positions in top U.S. supply basins, Williams connects the best supplies with the growing demand for clean energy. Williams owns and operates more than 32,000 miles of pipelines system wide – including Transco, the nation’s largest volume and fastest growing pipeline – and handles approximately one third of the natural gas in the United States that is used every day for clean-power generation, heating and industrial use. Learn how the company is leveraging its nationwide footprint to incorporate clean hydrogen, NextGen Gas and other innovations at www.williams.com.

Portions of this document may constitute “forward-looking statements” as defined by federal law. Although the company believes any such statements are based on reasonable assumptions, there is no assurance that actual outcomes will not be materially different. Any such statements are made in reliance on the “safe harbor” protections provided under the Private Securities Reform Act of 1995. Additional information about issues that could lead to material changes in performance is contained in the company’s annual and quarterly reports filed with the Securities and Exchange Commission.


Contacts

MEDIA:
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800-945-8723

INVESTOR CONTACTS:
Danilo Juvane
918-573-5075

Grace Scott
918-573-1092

DAKAR, Senegal--(BUSINESS WIRE)--The newest Mercy Ship, the Global Mercy® arrived in Dakar, Senegal on February 14, 2023. While the ship hosted surgical training in Senegal in 2022, this year marks the first time that specialized surgeries will take place on this newly built hospital ship. This field service will include partnership with ministries of health in both Senegal and The Gambia, serving both countries through the port of Dakar.



Designed with purpose, the Global Mercy hospital ship is 174 meters long, 28.6 meters wide and has space for 200 patients, six operating rooms, a laboratory, general outpatient clinics, dental, and eye clinics and training facilities.

The hospital decks cover a total area of 7,000 square meters and contain the latest training facilities. The ship can accommodate up to 950 people when docked, including crew members and volunteers from all over the world and will serve collaboratively in the future with the Africa Mercy® which has been in operation since 2007 and is currently undergoing refit to return to service in the fall of this year.

It is expected that more than 150,000 lives will be transformed through surgery alone, during the next 50 years of the Global Mercy’s lifespan, with each transformation representing a person with a name, a face, a story, a family and a purpose. In addition, thousands of African medical professionals will receive training and mentoring with the goal of multiplied impact within their own communities.

The Global Mercy’s arrival in Dakar this week is particularly meaningful to our team, as this year, we will be serving the people of both Senegal and The Gambia thanks to partnerships with their ministries of health,” explains Gert van de Weerdhof, Mercy Ships CEO. “We anticipate that over the next five months more than 800 maxillo-facial, pediatric orthopedic, pediatric general, general and eye surgeries will be carried out on board with up to 25% coming from The Gambia.”

In 2022, when the Global Mercy visited Senegal, more than 260 Senegalese healthcare professionals received training on board through a variety of courses addressing topics impacting delivery of safe surgical care, including Surgical Skills, SAFE Anesthesia, and Nursing Skills. In 2023, Mercy Ships anticipates providing training for more than 600 medical professionals.

This ceremony marks a new stage in the partnership between the government of Senegal and the NGO Mercy Ships. It is a dynamic and very beneficial collaboration because the intervention of Mercy Ships represents an essential contribution to strengthening the supply of surgical care and improving the supply of our surgical and social action systems. Indeed, through its many actions, Mercy Ships relieves thousands of individuals, and participates in reducing inequalities of access to health and quality services,” stated Dr. Marie Khemesse Ngom N’diaye, Minster of Health and Social Action, Senegal.

In May 2022, The Global Mercy was inaugurated in Dakar by H.E. President of Senegal, an ardent advocate in the strategic efforts to improve access to safer surgery, not just in his home country, but across all Africa, as evidenced by his championing of the Dakar Declaration which he takes forward to the rest of the African Union.

ABOUT MERCY SHIPS:

Mercy Ships is an international faith-based organization that operates hospital ships to deliver free, world-class healthcare services, medical capacity building, and health system strengthening to those with little access to safe surgical care. Since 1978, Mercy Ships has worked in more than 55 countries, with the last three decades focused entirely on partnering with African nations.

Each year, volunteer professionals from over 60 countries serve on board the world’s two largest non-governmental hospital ships, the Africa Mercy ® and the Global Mercy®. Professionals such as surgeons, dentists, nurses, health trainers, cooks, and engineers dedicate their time and skills to the cause. Mercy Ships has offices in 16 countries and an Africa Bureau. For more information, visit mercyships.org and follow us @MercyShips on social media.


Contacts

Laura Rebouché
U.S. National Media Relations Director
Mercy Ships
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www.mercyships.org/press

ATHENS, Greece--(BUSINESS WIRE)--Danaos Corporation (“Danaos”) (NYSE: DAC), one of the world’s largest independent owners of containerships, today reported unaudited results for the fourth quarter and the year ended December 31, 2022.

Highlights for the Fourth Quarter and Year Ended December 31, 2022:

  • Adjusted net income1 of $141.6 million, or $6.99 per share, for the three months ended December 31, 2022 compared to $125.8 million, or $6.10 per share, for the three months ended December 31, 2021, an increase of 12.6%. Adjusted net income1 of $711.0 million, or $34.68 per share, for the year ended December 31, 2022 compared to $362.3 million, or $17.60 per share, for the year ended December 31, 2021, an increase of 96.2%.
  • Cash and cash equivalents amounted to $267.7 million as of December 31, 2022.
  • Total liquidity, including undrawn available commitments under our Revolving Credit Facility amounted to $650.2 million as of December 31, 2022.
  • Operating revenues of $252.5 million for the three months ended December 31, 2022 compared to $215.0 million for the three months ended December 31, 2021, an increase of 17.4%. Operating revenues of $993.3 million for the year ended December 31, 2022 compared to $689.5 million for the year ended December 31, 2021, an increase of 44.1%.
  • Adjusted EBITDA1 of $176.4 million for the three months ended December 31, 2022 compared to $159.2 million for the three months ended December 31, 2021, an increase of 10.8%. Adjusted EBITDA1 of $851.2 million for the year ended December 31, 2022 compared to $508.8 million for the year ended December 31, 2021, an increase of 67.3%.
  • Total contracted cash operating revenues were $2.1 billion as of December 31, 2022 and remaining average contracted charter duration was 3.4 years, weighted by aggregate contracted charter hire.
  • Contracted operating days charter coverage currently stands at 92.6% for 2023 and 63.3% for 2024.
  • During 2022, we made early prepayment of $909.1 million of bank debt, lease and bond indebtedness and realized a $4.4 million gain associated with this debt extinguishment. Additionally, during 2022 we drew down $185.25 million from new credit facilities while we also entered into a $382.5 million Revolving Credit Facility that is available and undrawn as of December 31, 2022.
  • As a result of the above, as of December 31, 2022, Net Debt2 was $243.3 million, Net Debt / LTM Adjusted EBITDA was 0.29x, while 42 of our vessels are debt-free currently.
  • Danaos has declared a dividend of $0.75 per share of common stock for the fourth quarter of 2022, which is payable on March 14, 2023 to stockholders of record as of February 28, 2023.
 

Three Months and Year Ended December 31, 2022

Financial Summary – Unaudited

(Expressed in thousands of United States dollars, except per share amounts)

 

Three months ended

 

Three months ended

 

Year ended

 

Year ended

December 31,

December 31,

December 31,

December 31,

 

2022

 

2021

 

2022

 

2021

Operating revenues

$252,483

 

$215,038

 

$993,344

 

$689,505

Net income

$152,721

 

$165,997

 

$559,210

 

$1,052,841

Adjusted net income1

$141,651

 

$125,839

 

$710,980

 

$362,257

Earnings per share, diluted

$7.54

 

$8.05

 

$27.28

 

$51.15

Adjusted earnings per share, diluted1

$6.99

 

$6.10

 

$34.68

 

$17.60

Diluted weighted average number of shares (in thousands)

20,268

 

20,623

 

20,501

 

20,584

Adjusted EBITDA1

$176,422

 

$159,164

 

$851,160

 

$508,803

1Adjusted net income, adjusted earnings per share and adjusted EBITDA are non-GAAP measures. Refer to the reconciliation of net income to adjusted net income and net income to adjusted EBITDA provided below.

2Net Debt is defined as total debt gross of deferred finance costs less cash and cash equivalents.

Danaos’ CEO Dr. John Coustas commented:

“This past year marked the peak of the container market, and the exceptionally strong market conditions we saw over the last two years are behind us. The decline in box rates to pre-pandemic levels across all sailing routes, foreshadows difficult times ahead. The liner companies are projecting 2023 earnings materially lower when compared with 2022, and we are still waiting to see the full effect of the looming recession. Charter rates have fallen significantly but remain higher than pre-pandemic levels. However, charter durations rarely exceed 12 months.

Fortunately, we are insulated from current market conditions as 93% of our available days are already contracted for 2023, providing us with excellent visibility for the year ahead. Given our limited near-term downside risk and our minimal debt obligations, we have ample firepower to opportunistically take advantage of the forthcoming downturn.

We are closely following the developments in the liner space, and the dismantling of the 2M alliance will definitely be positive for the non-operating owners as there will be less efficiency in the networks. Additionally, the effects of decarbonization have not been factored in the forecasts for effective fleet supply reduction through the anticipated reduction in service speeds. Liner companies are just now beginning to study the Carbon Intensity Indicator, or CII, of their owned and chartered vessels, and due to widespread criticism of the current structure of the index and the expectation that it will most likely be modified, no concrete action is being taken to redesign networks with a view to conform to the index.

Danaos is actively investigating various decarbonization strategies for our existing fleet and is actively involved in the optimization of the six environmentally friendly newbuildings that are being delivered to us next year. We remain committed to our strategy of accretive growth and delivering superior results for our shareholders.”

Three months ended December 31, 2022 compared to the three months ended December 31, 2021

During the three months ended December 31, 2022, Danaos had an average of 69.8 containerships compared to 70.9 containerships during the three months ended December 31, 2021. Our fleet utilization for the three months ended December 31, 2022 was 94.8% compared to 97.4% for the three months ended December 31, 2021. The decrease in utilization was mainly due to the increased days of scheduled dry-docking of our vessels.

Our adjusted net income amounted to $141.6 million, or $6.99 per share, for the three months ended December 31, 2022 compared to $125.8 million, or $6.10 per share, for the three months ended December 31, 2021. We have adjusted our net income in the three months ended December 31, 2022 for gain on sale of vessels of $37.2 million, loss on debt extinguishment of $18.6 million, stock based compensation of $5.4 million and a non-cash fees amortization of $2.1 million. Please refer to the Adjusted Net Income reconciliation table, which appears later in this earnings release.

The $15.8 million increase in adjusted net income for the three months ended December 31, 2022 compared to the three months ended December 31, 2021 is attributable mainly to a $37.5 million increase in operating revenues and a $5.5 million decrease in net finance expenses, which were partially offset by a $16.2 million decrease in dividends from ZIM (net of withholding taxes), a $7.8 million increase in prior service cost and a $3.2 million increase in total operating expenses.

On a non-adjusted basis, our net income amounted to $152.7 million, or $7.54 earnings per diluted share, for the three months ended December 31, 2022 compared to net income of $166.0 million, or $8.05 earnings per diluted share, for the three months ended December 31, 2021. Our net income for the three months ended December 31, 2022 includes a gain on sale of vessels of $37.2 million and a loss on debt extinguishment of $18.6 million.

Operating Revenues

Operating revenues increased by 17.4%, or $37.5 million, to $252.5 million in the three months ended December 31, 2022 from $215.0 million in the three months ended December 31, 2021.

Operating revenues for the three months ended December 31, 2022 reflect:

  • a $72.9 million increase in revenues in the three months ended December 31, 2022 compared to the three months ended December 31, 2021 mainly as a result of higher charter rates;
  • a $1.6 million decrease in revenues in the three months ended December 31, 2022 compared to the three months ended December 31, 2021 due to vessel disposals
  • a $7.9 million decrease in revenues in the three months ended December 31, 2022 compared to the three months ended December 31, 2021 due to amortization of assumed time charters; and
  • a $25.9 million decrease in revenue in the three months ended December 31, 2022 compared to the three months ended December 31, 2021 due to lower non-cash revenue recognition in accordance with US GAAP.

Vessel Operating Expenses

Vessel operating expenses increased by $2.8 million to $40.0 million in the three months ended December 31, 2022 from $37.2 million in the three months ended December 31, 2021, primarily as a result of the increase in the average daily operating cost for vessels on time charter to $6,417 per vessel per day for the three months ended December 31, 2022 compared to $5,861 per vessel per day for the three months ended December 31, 2021, which was partially offset by a slight decrease in the average number of vessels in our fleet. The average daily operating cost increased mainly due to the COVID-19 and Ukraine war related increase in crew remuneration, increased insurance premiums and repairs in the three months ended December 31, 2022 compared to the three months ended December 31, 2021. Management believes that our daily operating costs remain among the most competitive in the industry.

Depreciation & Amortization

Depreciation & Amortization includes Depreciation and Amortization of Deferred Dry-docking and Special Survey Costs.

Depreciation

Depreciation expense decreased by 2.9%, or $1.0 million, to $33.0 million in the three months ended December 31, 2022 from $34.0 million in the three months ended December 31, 2021 mainly due to a sale of our two vessels Leo C and Catherine C in November 2022.

Amortization of Deferred Dry-docking and Special Survey Costs

Amortization of deferred dry-docking and special survey costs increased by $0.6 million to $3.2 million in the three months ended December 31, 2022 from $2.6 million in the three months ended December 31, 2021.

General and Administrative Expenses

General and administrative expenses decreased by $3.7 million, to $14.9 million in the three months ended December 31, 2022 from $18.6 million in the three months ended December 31, 2021 mainly due to a $3.6 million decrease in stock-based compensation.

Other Operating Expenses

Other Operating Expenses include Voyage Expenses.

Voyage Expenses

Voyage expenses increased by $1.1 million to $8.2 million in the three months ended December 31, 2022 from $7.1 million in the three months ended December 31, 2021 primarily as a result of the increase in commissions due to the increase in revenue per vessel.

Gain on sale of vessels

In November 2022, we completed the sale of the Catherine C and Leo C for net proceeds of $128.0 million resulting in a gain of $37.2 million.

Interest Expense and Interest Income

Interest expense decreased by 26.1%, or $4.6 million, to $13.0 million in the three months ended December 31, 2022 from $17.6 million in the three months ended December 31, 2021. The decrease in interest expense is a combined result of:

  • a $1.7 million decrease in interest expense due to a decrease in our average indebtedness by $589.4 million between the two periods (average indebtedness of $807.9 million in the three months ended December 31, 2022 compared to average indebtedness of $1,397.3 million in the three months ended December 31, 2021), which was partially offset by an increase in our debt service cost by 2.38 percentage points, mainly as a result of increase in the reference rates for our floating rate debt;
  • a $1.4 million decrease in the amortization of deferred finance costs and debt discount;
  • a $3.0 million decrease in interest expense due to capitalized interest on our vessels under construction in the three months ended December 31, 2022 compared to none in the three months ended December 31, 2021; and
  • a $1.5 million reduction in the recognition through our income statement of accumulated accrued interest that had been accrued in 2018 in relation to two of our credit facilities that were refinanced on April 12, 2021 and subsequently fully repaid on May 15, 2022, at which point the remaining accumulated accrued interest of $26.9 million was recognized in gain on debt extinguishment.

As of December 31, 2022, our outstanding debt, gross of deferred finance costs, was $438.0 million, which includes $262.8 million aggregate principal amount of our Senior Notes, and our leaseback obligation was $72.9 million. These balances compare to debt of $1,142.0 million and a leaseback obligation of $226.5 million, gross of deferred finance costs, as of December 31, 2021.

Interest income increased by $2.6 million to $3.2 million in the three months ended December 31, 2022 compared to $0.6 million in the three months ended December 31, 2021 mainly as a result of increased interest income earned on time deposits in the three months ended December 31, 2022.

Gain on investments

The gain on investments of $70.2 million in the three months ended December 31, 2021 consisted of the change in fair value of our shareholding interest in ZIM of $52.2 million and dividends recognized on ZIM ordinary shares of $18.0 million. This compares to no gain in the three months ended December 31, 2022 due to the sale of all our remaining ZIM ordinary shares in September 2022.

Loss on debt extinguishment

The loss on debt extinguishment of $18.6 million in the three months ended December 31, 2022 related to our early extinguishment of debt compared to none in the three months ended December 31, 2021.

Other finance expenses

Other finance expenses increased by $0.3 million to $0.5 million in the three months ended December 31, 2022 compared to $0.2 million in the three months ended December 31, 2021.

Loss on derivatives

Amortization of deferred realized losses on interest rate swaps remained stable at $0.9 million in each of the three months ended December 31, 2022 and December 31, 2021.

Other income/(expenses), net

Other expenses, net were $7.9 million in the three months ended December 31, 2022 compared to other income, net of $0.1 million in the three months ended December 31, 2021. The decrease was mainly due to reclassification of prior service cost of a defined benefit obligation of $7.8 million in the three months ended December 31, 2022.

Income taxes

Income taxes were nil in the three months ended December 31, 2022 compared to $1.8 million taxes withheld on dividend income earned on ZIM ordinary shares in the three months ended December 31, 2021.

Adjusted EBITDA

Adjusted EBITDA increased by 10.8%, or $17.2 million, to $176.4 million in the three months ended December 31, 2022 from $159.2 million in the three months ended December 31, 2021. As outlined above, the increase is mainly attributable to a $45.3 million increase in operating revenues (net of $7.9 million decrease in amortization of assumed time charters), which were partially offset by a $11.9 million increase in total operating expenses and a $16.2 million decrease in dividends from ZIM (net of withholding taxes). Adjusted EBITDA for the three months ended December 31, 2022 is adjusted for a $37.2 million gain on sale of vessels, a $18.6 million loss on debt extinguishment and stock-based compensation of $5.6 million. Tables reconciling Adjusted EBITDA to Net Income can be found at the end of this earnings release.

Year ended December 31, 2022 compared to the year ended December 31, 2021

During the year ended December 31, 2022, Danaos had an average of 70.7 containerships compared to 64.2 containerships during the year ended December 31, 2021. Our fleet utilization for the year ended December 31, 2022 was 97.3% compared to 98.2% for the year ended December 31, 2021. The decrease in utilization was mainly due to the increased days of scheduled dry-docking of our vessels.

Our adjusted net income amounted to $711.0 million, or $34.68 per share, for the year ended December 31, 2022 compared to $362.3 million, or $17.60 per share, for the year ended December 31, 2021. We have adjusted our net income in the year ended December 31, 2022 for the change in fair value of our investment in ZIM of $176.4 million, gain on sale of vessels of $37.2 million, gain on debt extinguishment of $4.4 million, a non-cash fees amortization of $11.5 million and stock based compensation of $5.4 million. Please refer to the Adjusted Net Income reconciliation table, which appears later in this earnings release.

The $348.7 million increase in adjusted net income for the year ended December 31, 2022 compared to the year ended December 31, 2021 is attributable mainly to a $303.8 million increase in operating revenues and a $118.7 million increase in dividends from ZIM (net of withholding taxes), which were partially offset by a $52.5 million increase in total operating expenses, a $5.6 million increase in net finance expenses, a $7.8 million increase in prior service costs, a $4.0 million decrease in our equity income from our investment in Gemini Shipholdings Corporation following our acquisition and full consolidation of Gemini since July 1, 2021 and a partial collection of common benefit claim of $3.9 million from Hanjin Shipping in the year ended December 31, 2021.

On a non-adjusted basis, our net income amounted to $559.2 million, or $27.28 earnings per diluted share, for the year ended December 31, 2022 compared to net income of $1,052.8 million, or $51.15 earnings per diluted share, for the year ended December 31, 2021. Our net income for the year ended December 31, 2022 includes a gain on sale of vessels of $37.2 million, a total loss on our investment in ZIM of $29.2 million (net of withholding taxes on dividend) and a gain on debt extinguishment of $4.4 million.

Operating Revenues

Operating revenues increased by 44.1%, or $303.8 million, to $993.3 million in the year ended December 31, 2022 from $689.5 million in the year ended December 31, 2021.

Operating revenues for the year ended December 31, 2022 reflect:

  • a $260.6 million increase in revenues in the year ended December 31, 2022 compared to the year ended December 31, 2021 mainly as a result of higher charter rates;
  • a $55.8 million increase in revenues in the year ended December 31, 2022 compared to the year ended December 31, 2021 due to the incremental revenue generated by newly acquired vessels;
  • a $29.0 million increase in revenues in the year ended December 31, 2022 compared to the year ended December 31, 2021 due to amortization of assumed time charters;
  • a $1.6 million decrease in revenues in the year ended December 31, 2022 compared to the year ended December 31, 2021 due to vessel disposals; and
  • a $40.0 million decrease in revenue in the year ended December 31, 2022 compared to the year ended December 31, 2021 due to lower non-cash revenue recognition in accordance with US GAAP.

Vessel Operating Expenses

Vessel operating expenses increased by $23.1 million to $159.0 million in the year ended December 31, 2022 from $135.9 million in the year ended December 31, 2021, primarily as a result of the increase in the average number of vessels in our fleet and an increase in the average daily operating cost for vessels on time charter to $6,339 per vessel per day for the year ended December 31, 2022 compared to $5,986 per vessel per day for the year ended December 31, 2021. The average daily operating cost increased mainly due to the COVID-19 and Ukraine war related increase in crew remuneration and increased insurance premiums in the year ended December 31, 2022 compared to the year ended December 31, 2021. Management believes that our daily operating costs remain among the most competitive in the industry.

Depreciation & Amortization

Depreciation & Amortization includes Depreciation and Amortization of Deferred Dry-docking and Special Survey Costs.

Depreciation

Depreciation expense increased by 14.9%, or $17.4 million, to $134.3 million in the year ended December 31, 2022 from $116.9 million in the year ended December 31, 2021 due to recent acquisitions of 11 vessels.

Amortization of Deferred Dry-docking and Special Survey Costs

Amortization of deferred dry-docking and special survey costs increased by $2.0 million to $12.2 million in the year ended December 31, 2022 from $10.2 million in the year ended December 31, 2021.

General and Administrative Expenses

General and administrative expenses decreased by $7.4 million to $36.6 million in the year ended December 31, 2022, from $44.0 million in the year ended December 31, 2021. The decrease was mainly attributable to a $9.3 million decrease in stock-based compensation, which was partially offset by a $2.0 million increase in management fees (due to increased average size of our fleet) in the year ended December 31, 2022 compared to the year ended December 31, 2021.

Other Operating Expenses

Other Operating Expenses include Voyage Expenses.

Voyage Expenses

Voyage expenses increased by $10.8 million to $35.1 million in the year ended December 31, 2022 from $24.3 million in the year ended December 31, 2021 primarily as a result of the increase in commissions due to the increase in revenue per vessel and the increase in the average number of vessels in our fleet.

Gain on sale of vessels

In November 2022, we completed the sale of the Catherine C and Leo C for net proceeds of $128.0 million resulting in a gain of $37.2 million.

Interest Expense and Interest Income

Interest expense decreased by 10.0%, or $6.9 million, to $62.1 million in the year ended December 31, 2022 from $69.0 million in the year ended December 31, 2021. The decrease in interest expense is a combined result of:

  • a $7.6 million decrease in interest expense due to a decrease in our average indebtedness by $407.4 million between the two periods (average indebtedness of $1,070.7 million in the year ended December 31, 2022 compared to average indebtedness of $1,478.1 million in the year ended December 31, 2021), which was partially offset by an increase in our debt service cost by 0.96 percentage points, mainly as a result of increase in the reference rates on our floating rate debt;
  • a $4.4 million decrease in the amortization of deferred finance costs and debt discount;
  • a $5.0 million decrease in interest expense due to capitalized interest on our vessels under construction in the year ended December 31, 2022 compared to none in the year ended December 31, 2021; and
  • a $10.1 million reduction in the recognition through our income statement of accumulated accrued interest that had been accrued in 2018 in relation to two of our credit facilities that were refinanced on April 12, 2021 and subsequently fully repaid on May 15, 2022, at which point the remaining accumulated accrued interest of $26.9 million was recognized in gain on debt extinguishment.

During the year ended December 31, 2022, we reduced debt, bond and lease indebtedness by $1,042.8 million mainly as a result of $909.1 million early debt and lease repayments and recognized a $4.4 million gain related to this early debt extinguishment. On the other hand, our indebtedness increased by $130 million following consummation of the loan agreement to finance our six 5,466 TEU vessels that were acquired in 2021 and by a further $55.25 million, following consummation of a new credit facility during the quarter ended December 31, 2022. Additionally, during the quarter ended December 31, 2022 we entered into a $382.5 million Revolving Credit Facility which remains available and undrawn.

As of December 31, 2022, our outstanding bank debt, gross of deferred finance costs, was $438.


Contacts

For further information:

Company Contact:
Evangelos Chatzis
Chief Financial Officer
Danaos Corporation
Athens, Greece
Tel.: +30 210 419 6480
E-Mail: This email address is being protected from spambots. You need JavaScript enabled to view it.

Iraklis Prokopakis
Senior Vice President and Chief Operating Officer
Danaos Corporation
Athens, Greece
Tel.: +30 210 419 6400
E-Mail: This email address is being protected from spambots. You need JavaScript enabled to view it.

Investor Relations and Financial Media
Rose & Company
New York
Tel. 212-359-2228
E-Mail: This email address is being protected from spambots. You need JavaScript enabled to view it.


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DUBLIN--(BUSINESS WIRE)--The "Global Oil Country Tubular Good Market: Analysis By Process, By Grade, By Application, By Product, By Demand, By Production, By Region, Size and Trends with Impact of COVID-19 and Forecast up to 2028" report has been added to ResearchAndMarkets.com's offering.


The global oil country tubular good (OCTG) market was valued at US$22.95 billion in 2022 and is expected to be worth US$33.96 billion in 2028.

Oil country tubular goods (OCTG) are a type of solid rolled products that consist of casing, drill pipe, and tubing which are subjected to varying loading requirements based on the use.

The massive use of hydrocarbons across the verticals of power generation, production, process, transportation, etc. has led to a significant increase in exploration and production operations, which are augmenting the demand for OCTG products.

The OCTG market has experienced significant growth in recent years, driven by a number of factors. One of the main drivers of growth has been the increasing demand for oil and gas as a source of energy. This has led to a rise in drilling and extraction activities, resulting in higher demand for OCTG.

Additionally, advances in drilling technology have led to the development of more complex and challenging drilling operations, requiring more specialized and durable OCTG. The market is expected to grow at a CAGR of 6.75% over the projected period of 2023-2028.

In 2022, the global OCTG production was recorded at 12.76 million tons at a utilization capacity rate at 38.97%. High oil and gas prices have fueled an increase in both domestic and international rig counts. As the international recovery in project activity accelerates, particularly in the Middle East across both short and long-cycle developments, global OCTG net capacity and capacity utilization are expected to rise.

Market Dynamics

Growth Drivers

  • Growing Oil Demand
  • Rising Energy Consumption
  • Growth in Hydraulic Fracturing Activities
  • Accelerating Economic Growth
  • Technological Innovation in Drilling Techniques
  • Growth in Footage of Wells Drilled

Challenges

  • Increasing OCTG Prices in the US
  • Environmental Issues

Market Trends

  • Escalating Investment in Offshore Drilling Activities
  • Increasing R&D Spending in Energy Sector
  • Rise in Horizontal Directional Drilling for Oil & Gas Excavation
  • Easing Trade Restrictions in North America

Companies Mentioned

  • Tenaris S.A.
  • ArcelorMittal S.A.
  • EVRAZ PLC
  • JFE Holdings Inc.
  • MRC Global Inc.
  • NOV Inc.
  • Nippon Steel Corp
  • PAO TMK
  • United States Steel Corporation
  • Vallourec S.A.
  • ILJIN Steel Co., Ltd.
  • J-Hobbs Machine Corp.
  • Canam Pipe & Supply

Market Segmentation Analysis:

  • By Process: The report identifies two segments on the basis of process: Seamless and Welded. The seamless segment dominated the OCTG market. The increased use of seamless tube in the oil and gas industry is mostly due to the fact that it is extruded and drawn from a billet. A seamless tube has a short length and normally does not show signs of corrosion unless it is exposed to a severely corrosive environment.
  • By Grade: The report identifies two segments on the basis of grade: Premium and API. The premium grade segment dominates the global market for oil country tubular goods. Oil and gas reserves are being developed and explored offshore, and this has resulted in a demand for high-grade transportation tubes that can withstand corrosion and provide leak-proof operation and sealing integrity of the connections even when loaded, bent, and subjected to high internal pressure.
  • By Application: The report identifies two segments on the basis of application: Onshore and Offshore. Onshore OCTG is expected to be the fastest growing segment in the forecasted period. Onshore OCTG is mainly used in drilling and production operations that are closer to the shore.
  • By Product: The report identifies four segments on the basis of product: Well Casing, Production Tubing, Drill Pipe & Others. Well Casing is expected to be the fastest growing segment in the forecasted period. Well casing is a large diameter pipe that is inserted into a borehole's drilled section. This casing is typically held in place by cement or other materials placed between the casings and the wellbore. It is regarded as an important part of the well completion process. The rise in demand for well casing in this market is primari Latin America. North America accounted for the maximum share of the global market in 2022. The US is one of the largest oil and gas producer. The use of horizontal and directional drilling activities has increased in the US shale drilling regions over the last decade. ly due to the fact that it aids in the drilling process in a variety of ways, including providing a strong foundation to allow the use of high density drilling fluid to continue drilling deeper and providing a smooth internal bore for installing production equipment, all of which are expected to provide ample opportunities for the growth of the well casing product in the oil country tubular goods market.
  • By Region: In the report, the global oil country tubular good (OCTG) market is divided into five regions: North America, Asia Pacific, Europe, Middle East & Africa and

For more information about this report visit https://www.researchandmarkets.com/r/cdiuo7-oil?w=4

About ResearchAndMarkets.com

ResearchAndMarkets.com is the world's leading source for international market research reports and market data. We provide you with the latest data on international and regional markets, key industries, the top companies, new products and the latest trends.


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First known certified natural gas purchase for use in industrial manufacturing

Certified natural gas considered a pathway to meet Company’s scope 3 emissions reduction goals

Recent white paper shows use of certified natural gas with carbon capture and sequestration processes could reduce lifecycle carbon intensity of ammonia production by up to 94%

DEERFIELD, Ill, & NEW YORK--(BUSINESS WIRE)--As part of its commitment to reduce its scope 3 emissions by 10% by 2030 and to reduce the lifecycle carbon intensity of ammonia production, CF Industries Holdings, Inc. (NYSE: CF) today announced that it has entered into an agreement with bp (NYSE: BP) for the supply of 2.2 billion cubic feet (BCF) of certified natural gas in 2023.

MiQ-certified natural gas, or certified gas, is produced by companies whose operations are independently verified by a third-party auditor. These third parties provide a factual assessment of methane emissions intensity – the ratio of methane emissions to natural gas produced. CF Industries uses natural gas as a feedstock in the production of ammonia. Methane emissions throughout the natural gas supply chain are a significant contributor to the lifecycle carbon intensity of ammonia production and one of the two largest sources of scope 3 emissions for the Company.

The natural gas is certified using not-for-profit MiQ’s methane standard, which leverages independent third-party auditors to monitor, address, and grade the natural gas used in ammonia production. The Company will use the highest level of certified gas available, or ‘A’ grade, which – when compared to industry production averages (GREET, 2022) – lowers the methane emissions associated with the natural gas purchased by around 90%. This is the first known purchase of certified gas by an industrial company for use in its ammonia production processes.

“This initial purchase of certified natural gas is an important step in CF Industries’ decarbonization journey and reinforces our commitment to be at the forefront of low-carbon ammonia production,” said Tony Will, president and chief executive officer, CF Industries Holdings, Inc. “The independent, transparent and third party-audited process to validate lower methane emissions intensity ensures that we are genuinely achieving scope 3 emissions reductions from purchasing certified natural gas. At the same time, we believe the resulting lower lifecycle carbon intensity of ammonia production will further enhance the appeal of decarbonized ammonia as a clean energy source for hard-to-abate industries.”

A recent white paper published by MiQ estimates that using ‘A’ grade certified natural gas as a feedstock in ammonia production would lower a purchaser’s natural gas supply chain-related scope 3 emissions by 90% and reduce the lifecycle carbon intensity by up to 20% using a 100yr global warming potential (GWP). The use of certified natural gas alongside carbon capture and sequestration processes at ammonia plants could eliminate up to 94% of greenhouse gas emissions associated with ammonia production, according to MIQ.

“CF Industries is the first industrial giant to use MiQ-independently certified natural gas to significantly reduce scope 3 emissions from its production processes,” said Georges Tijbosch, CEO, MiQ. “We’ve seen multiple utilities across in the U.S. purchase independently certified gas to reduce their emissions, and this key commitment by CF Industries should be a trigger for other natural gas users in hard to abate industries to prioritize the minimization of their supply chain emissions through certification.”

The purchase agreement will allow CF industries to confirm its systems can track the certified natural gas through the ammonia production process. The Company also intends to evaluate further certified gas purchases as part of its scope 3 emissions and lifecycle ammonia production carbon intensity reduction efforts.

About CF Industries Holdings, Inc.

At CF Industries, our mission is to provide clean energy to feed and fuel the world sustainably. With our employees focused on safe and reliable operations, environmental stewardship, and disciplined capital and corporate management, we are on a path to decarbonize our ammonia production network – the world’s largest – to enable green and blue hydrogen and nitrogen products for energy, fertilizer, emissions abatement and other industrial activities. Our manufacturing complexes in the United States, Canada, and the United Kingdom, an unparalleled storage, transportation and distribution network in North America, and logistics capabilities enabling a global reach underpin our strategy to leverage our unique capabilities to accelerate the world’s transition to clean energy. CF Industries routinely posts investor announcements and additional information on the Company’s website at www.cfindustries.com and encourages those interested in the Company to check there frequently.

About MiQ

MiQ is an independent not-for-profit established to facilitate a rapid reduction in methane emissions from the oil and gas sector. MiQ is the fastest growing and a globally recognized methane emissions certification standard. Certification allows global society to credibly differentiate gas based on its methane emissions performance, providing a market mechanism that incentivizes methane reduction. MiQ’s vision is to create a market where certified natural gas can be traded like other historical commodities, ultimately creating incentives to drive down methane emissions across the board.

About Independently Certified Gas

Independently certified gas (ICG) is natural gas produced by companies whose operations are independently verified by third-party auditors. This clear, neutral assessment of natural gas provides operators with the information they need to drive down their emissions. The MiQ standard is enabling the growth of a market for ICG to accelerate the reduction of methane emissions from the oil and gas industry.


Contacts

CF Industries
Chris Close
Director, Corporate Communications
847-405-2542 – This email address is being protected from spambots. You need JavaScript enabled to view it.

MiQ
Sunny Uberoi
Head of Public Affairs
917-747-2018 – This email address is being protected from spambots. You need JavaScript enabled to view it.

  • Zeitview to aerially monitor construction of the 6,000 acre Gemini site located 33 miles northeast of Las Vegas, one of the largest solar and storage installations in the U.S. to date
  • Primergy Solar to access aerial intelligence data to streamline construction and minimize rework, maintain construction schedules

SANTA MONICA, Calif.--(BUSINESS WIRE)--With the construction of one of the country’s largest utility-scale solar and energy storage power plants underway to deliver 400,000 Las Vegas homes with renewable energy, Zeitview, formerly known as DroneBase, announced its continued partnership with the site’s developer Primergy Solar. Zeitview’s advanced inspection and data insights services are part of Primergy’s commitment to using state-of-the-art construction practices that reduce project footprint and preserve the local habitat. Zeitview is actively inspecting and analyzing the construction of the Gemini solar power plant to streamline construction, minimize costly corrections, evaluate challenges in real-time and improve project oversight.


“Gemini is an opportunity to lead the replacement of traditional coal-fueled power plants and pave the way for a more sustainable future. With over 1.8 million bifacial solar modules, the size, scale and integration of a 1.5GWh DC coupled battery, NV Energy has enabled one of the most complex clean energy power plants ever,” says Adam Larner, chief operating officer of Primergy Solar. “Aerial monitoring is critical in supporting the construction and operation of any solar asset, and with something at the scale of Gemini, it is even more crucial to maximizing the development and long-term investment in renewable energy power plants."

Zeitview’s exclusive aerial monitoring and Solar Insights software platform support developers, asset owners and investors to keep track of project construction, from equipment and staging locations to installation progress. Flying the site once a week, Zeitview planes and drones observe the construction of Gemini and deliver the captured imagery and data intelligence that cannot be collected from the ground alone so that Primergy can make informed, actionable decisions to ensure efficient development of the site. Zeitview’s construction monitoring platform incorporates artificial intelligence to analyze data from photographic documentation of the project site and associated components. Zeitview’s constantly improving AI algorithms allow them to ingest and analyze vast amounts of visual data with high accuracy.

“Aerial data intelligence is crucial for the efficient site management of solar plants like Gemini,” said Mark Culpepper, general manager of global solar solutions at Zeitview. “Beyond minimizing rework to delivering projects within time and budget constraints, a weekly bird’s eye view of construction provides the intelligence you can’t see from the ground. It makes inspectors more productive and frankly more accurate, compared to manual inspections, and saves the time and carbon emissions required to drive a site.”

Gemini will support over 1,000 jobs in the community during construction and add up to $463 million in economic development value to Nevada’s economy. Once the 690 MW of solar and 380 MW of energy storage of the Gemini power plant are interconnected to the local utility grid, it is predicted to provide a consistent, dispatchable clean energy resource for Nevada’s peak energy demands.

For more information on how Zeitview is supporting Gemini and other renewable projects, please visit www.zeitview.com.

ABOUT ZEITVIEW
For global customers in energy and infrastructure, Zeitview builds advanced inspection software that delivers fast, accurate insights, lowers costs, and improves asset performance and longevity. We are second to none at partnering with our customers to achieve flexible, long-term solutions across their multiple asset classes. Trusted by the largest enterprises in the world, Zeitview is active in over 70 countries. Learn more at www.zeitview.com.

ABOUT PRIMERGY SOLAR
Primergy Solar, LLC (https://www.primergysolar.com) is a developer, owner and operator focused on both distributed and utility-scale solar PV and battery storage projects across the US. Primergy features a diverse and talented team with decades of experience in renewables project development, financing, construction and operations. Primergy Solar is a portfolio company of Quinbrook Infrastructure Partners and is Quinbrook’s primary investment platform for Quinbrook Infrastructure Partners' solar and solar plus energy storage activities in North America.


Contacts

Technica Communications
Cait Caviness
This email address is being protected from spambots. You need JavaScript enabled to view it.

  • Unaudited preliminary 2022 revenue expected to be between $19.0 million and $19.2 million, in line with expectations when excluding international DNR tool fleet sale
  • Unaudited preliminary fourth quarter revenue expected to be up approximately 33%
  • Providing initial guidance for 2023: expect revenue in range of $24 million to $27 million
  • International channel partner and distributor agreement under review
  • Full year 2022 results to be announced pre-market Friday, March 10, 2023 followed by teleconference and webcast at 12:00 ET that day

VERNAL, Utah--(BUSINESS WIRE)--Superior Drilling Products, Inc. (NYSE American: SDPI) (“SDP” or the “Company”), a designer and manufacturer of drilling tool technologies, today announced unaudited preliminary revenue for the fourth quarter and full year ended December 31, 2022, the Company’s initial 2023 revenue expectations and an update on its international channel partner agreement.


Preliminary Revenue for Fourth Quarter and Full Year 2022 Demonstrates Successful Execution of Growth Plans

SDP’s unaudited preliminary 2022 revenue is expected to be in the range of $19.0 million to $19.2 million, in line with the Company’s earlier guidance of $18 million to $20 million, when excluding the initial Drill-N-Ream® (“DNR”) tool fleet sale to Bin Zayed Petroleum. The midpoint of the preliminary range represents an increase in revenue of 44% over 2021. Fourth quarter 2022 preliminary revenue is expected to be in the range of $5.2 million to $5.3 million and comprised of 85% from North America with the remaining from International markets. Preliminary results are subject to change pending review by the Company’s independent accountants.

"We have continued to execute well and capture the strong market conditions in the U.S. and growing market in the Middle East for our wellbore conditioning tool, the DNR. Equally important to our success has been the demand for our contract services work, which largely reflected the manufacture and refurbishment of drill bits and other related tools for a long-time legacy customer. We are extremely proud of our team's performance during 2022, as we have overcome a tight labor market and macro challenges with over forty percent top-line growth,” commented Troy Meier, Chairman and CEO.

2023 Revenue Outlook

Mr. Meier continued, “Our many accomplishments this past year have positioned us well as we look to 2023 and the growth potential available to SDP. Operationally, we significantly increased our capacity with new machining centers, customized equipment that was designed and fabricated in-house, and improved processes, training and hiring. We also enhanced our sales and marketing team and are on track to open our MENA service center during the first quarter of 2023, which we believe will open a number of opportunities in that region to replicate what we have done in North America. This year has started off with strong demand driven both by the U.S. and Middle East markets and we expect to continue to see growth throughout the remainder of 2023.”

Full year 2023 revenue is expected to be approximately $24 million to $27 million, which represents year-over-year growth of approximately 34% at the mid-point of the range. This revenue estimate assumes no contribution from the recent international channel partner and distribution agreement with Bin Zayed discussed in more detail below.

International Channel Partner Update

As previously disclosed, the Company entered into an exclusive channel partner and distribution agreement with Bin Zayed Petroleum for Investment Limited to market and distribute SDP’s DNR to key end markets in the Middle East and North Africa. As part of the agreement, SDP anticipated receiving an initial $3.8 million purchase of DNR tools during the fourth quarter of 2022. To date, those funds have not been received. As a result, SDP has sent Bin Zayed a Notice of Defaults Letter and has offered Bin Zayed the opportunity to cure the multiple defaults in accordance with the agreement, which SDP believes Bin Zayed has committed. Should Bin Zayed elect not to cure the defaults, then SDP will conclusively determine at that time if it desires to terminate the agreement.

Mr. Meier commented, “We have significant opportunity for the DNR internationally and plan to leverage the success which our unique wellbore conditioning tool has been having in the Middle East market. While we would have appreciated the opportunity to work with Bin Zayed, we recognized that their many priorities impeded our ability to advance at the pace we would have liked in that market with them.”

Fourth Quarter and Full Year 2022 Teleconference and Webcast

The Company will release its complete fourth quarter and full year 2022 financial results before the opening of financial markets on Friday, March 10, 2023, and will host a conference call that same day.

Friday, March 10, 2023
10:00 a.m. Mountain Time (12:00 p.m. Eastern Time)
Phone: (201) 689-8470
Webcast and accompanying slide presentation: www.sdpi.com

A telephonic replay will be available from 1:00 p.m. MT (3:00 p.m. ET) the day of the teleconference until Friday, March 17, 2023. To listen to the archived call, dial (412) 317-6671 and enter conference ID number 13735236 or access the webcast replay via the Company’s website at www.sdpi.com, where a transcript will be posted once available.

About Superior Drilling Products, Inc.

Superior Drilling Products, Inc. is an innovative, cutting-edge drilling tool technology company providing cost saving solutions that drive production efficiencies for the oil and natural gas drilling industry. The Company designs, manufactures, repairs and sells drilling tools. SDP drilling solutions include the patented Drill-N-Ream® wellbore conditioning tool and the patented Strider™ oscillation system technology. In addition, SDP is a manufacturer and refurbisher of PDC (polycrystalline diamond compact) drill bits for a leading oil field service company. SDP operates a state-of-the-art drill tool fabrication facility, where it manufactures its solutions for the drilling industry, as well as customers’ custom products. The Company’s strategy for growth is to leverage its expertise in drill tool technology and innovative, precision machining in order to broaden its product offerings and solutions for the oil and gas industry.

Additional information about the Company can be found at: www.sdpi.com.

Safe Harbor Regarding Forward Looking Statements

This news release contains forward-looking statements and information that are subject to a number of risks and uncertainties, many of which are beyond our control. All statements, other than statements of historical fact included in this release, including, without limitations, the continued impact of COVID-19 on the business, the Company’s strategy, future operations, success at developing future tools, the Company’s effectiveness at executing its business strategy and plans, financial position, estimated revenue and losses, projected costs, prospects, plans and objectives of management, and ability to outperform are forward-looking statements. The use of words “could,” “believe,” “anticipate,” “intend,” “estimate,” “expect,” “may,” “continue,” “predict,” “potential,” “project”, “forecast,” “should” or “plan, and similar expressions are intended to identify forward-looking statements, although not all forward -looking statements contain such identifying words. These statements reflect the beliefs and expectations of the Company and are subject to risks and uncertainties that may cause actual results to differ materially. These risks and uncertainties include, among other factors, the duration of the COVID-19 pandemic and related impact on the oil and natural gas industry; possible impacts on our business due to a global recession; the potential for further conflicts in Eastern Europe; the effectiveness of success at expansion in the Middle East and other markets; options available for market channels in North America; the deferral of the commercialization of the Strider technology; the success of the Company’s business strategy and prospects for growth; the market success of the Company’s specialized tools, effectiveness of its sales efforts, its cash flow and liquidity; financial projections and actual operating results; the amount, nature and timing of capital expenditures; the availability and terms of capital; competition and government regulations; and general economic conditions. These and other factors could adversely affect the outcome and financial effects of the Company’s plans and described herein. The Company undertakes no obligation to revise or update any forward-looking statements to reflect events or circumstances after the date hereof.


Contacts

For more information, contact investor relations:
Deborah K. Pawlowski
Kei Advisors LLC
(716) 843-3908
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PORTLAND, Ore.--(BUSINESS WIRE)--NW Natural Water Company, LLC (NW Natural Water), a wholly-owned subsidiary of Northwest Natural Holding Company (NYSE:NWN), recently signed agreements to acquire water and wastewater utilities serving more than 2,800 customers across four states with key additions to its newly acquired Arizona territory and rapidly-growing Texas utilities.


Notably, NW Natural Water plans to expand its footprint in Arizona with the acquisition of the Truxton Canyon Water and Cerbat Water utilities, which serve approximately 1,350 water customers near Kingman. The Texas footprint also is expected to grow by approximately 1,000 customers as NW Natural Water signed an agreement to acquire Everett Square in Conroe and has agreed to support Venterra Realty Management as it builds out the water and wastewater infrastructure for a new multi-family development on the west side of Houston. After Venterra completes the development, NW Natural Water plans to own and operate the water and wastewater infrastructure. Additional agreements were signed to acquire the Pedersen water utility system in Washington and the Idaho Club water and wastewater utilities in Idaho.

“I’m pleased with the growth and development of our water and wastewater utility platform to date, the opportunities in the regions we’re currently in, and our ability to continue growing through acquisitions in areas adjacent to our existing territories,” said Justin Palfreyman, NW Natural Water’s president. “We’re continuing to execute on our strategy to build a water and wastewater utility business focused on safety, reliability and superior customer service.”

The acquisitions are subject to customary closing conditions, including approval by the state utility commissions in Arizona, Texas, Washington and Idaho, respectively, and are expected to close in 2023. Upon closing of all pending acquisitions, NW Natural Water will serve over 160,000 people through approximately 65,000 connections across five states.

About NW Natural Holdings

Northwest Natural Holding Company (NYSE: NWN) is headquartered in Portland, Oregon and has been doing business for over 160 years. It owns NW Natural Gas Company (NW Natural), NW Natural Water Company (NW Natural Water), NW Natural Renewables Holdings and other business interests. We have a longstanding commitment to safety, environmental stewardship and the energy transition, and taking care of our employees and communities. Learn more in our latest ESG Report.

NW Natural is a local distribution company that currently provides natural gas service to approximately 2.5 million people through more than 790,000 meters with one of the most modern pipeline systems in the nation and consistently leads the industry with high J.D. Power & Associates customer satisfaction scores.

NW Natural Water currently provides water distribution and wastewater services to communities throughout the Pacific Northwest, Texas and Arizona. Learn more about our water business at nwnaturalwater.com.

Additional information is available at nwnaturalholdings.com.

Forward Looking Statements

This report, and other presentations made by NW Natural Holdings from time to time, may contain forward-looking statements within the meaning of the U.S. Private Securities Litigation Reform Act of 1995. Forward-looking statements can be identified by words such as "anticipates," "intends," "plans," "seeks," "believes," "estimates," "expects," “will,” and similar references to future periods. Examples of forward-looking statements include, but are not limited to, statements regarding the following: plans, objectives, goals, strategies, assumptions, estimates, expectations, expenses, future events, investments, growth and development, financial strength, resources, expertise, the water utility strategy and the related pending water acquisitions, the likelihood, timing, and success associated with any transaction or conditions related thereto, financial results, strategic fit, revenues and earnings, performance, water service and delivery, safety, environmental stewardship, the energy transition, and other statements that are other than statements of historical facts.

Forward-looking statements are based on our current expectations and assumptions regarding NW Natural Holdings’ business, the economy and other future conditions. Because forward-looking statements relate to the future, they are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict. NW Natural Holdings’ actual results may differ materially from those contemplated by the forward-looking statements. We caution you therefore against relying on any of these forward-looking statements. They are neither statements of historical fact nor guarantees or assurances of future performance. Important factors that could cause actual results to differ materially from those in the forward-looking statements are discussed by reference to the factors described in Part I, Item 1A "Risk Factors," and Part II, Item 7 and Item 7A "Management's Discussion and Analysis of Financial Condition and Results of Operations" and "Quantitative and Qualitative Disclosure about Market Risk" in NW Natural Holdings’ most recent Annual Report on Form 10-K, as updated by subsequent filed reports, and in Part I, Items 2 and 3 "Management's Discussion and Analysis of Financial Condition and Results of Operations" and "Quantitative and Qualitative Disclosures About Market Risk," and Part II, Item 1A, "Risk Factors," in NW Natural Holdings’ quarterly reports filed thereafter.

All forward-looking statements made in this report and all subsequent forward-looking statements, whether written or oral and whether made by or on behalf of NW Natural Holdings, are expressly qualified by these cautionary statements. Any forward-looking statement speaks only as of the date on which such statement is made, and NW Natural Holdings undertakes no obligation to publicly update any forward-looking statement, whether as a result of new information, future developments or otherwise, except as may be required by law.

New factors emerge from time to time and it is not possible for NW Natural Holdings to predict all such factors, nor can it assess the impact of each such factor or the extent to which any factor, or combination of factors, may cause results to differ materially from those contained in any forward-looking statements.


Contacts

Business Development Contact: Nicholas Whitley, 832-714-1732, This email address is being protected from spambots. You need JavaScript enabled to view it.
Investor Contact: Nikki Sparley, 503-721-2530, This email address is being protected from spambots. You need JavaScript enabled to view it.
Media Contact: David Roy, 503-610-7157, This email address is being protected from spambots. You need JavaScript enabled to view it.

AUSTIN, Texas--(BUSINESS WIRE)--Stratus Properties Inc. (NASDAQ: STRS) (“Stratus” or the “Company”) today announced that it has secured financing for, and commenced construction of, Holden Hills, a new development comprised of 475 custom residences on 495 acres within the established Barton Creek community in southwest Austin. Stratus considers Holden Hills, which is the last remaining single-family project in the Barton Creek community, to be a crown jewel of its 30-plus years of residential development. For more information about Holden Hills, visit www.HoldenHills.com.


Stratus has entered into a joint venture with an unrelated third-party investor that contributed 50% of the equity to develop Holden Hills.

In addition, Holden Hills, L.P., the Texas limited partnership formed by Stratus and the equity investor, has entered into a construction loan agreement with Comerica Bank, which agreed to provide a three-year construction loan, guaranteed by Stratus to finance Phase I of the development. The partnership has secured all key construction permits for Phase I and construction has commenced. The partnership plans to complete the financing of Phase II of the two-phase development program with additional bank debt.

William H. Armstrong III, Chairman of the Board and Chief Executive Officer of Stratus, said, “We have a long history of navigating the Austin market and creating value in our properties across a range of economic environments. Holden Hills is a unique and beautiful property, and our focus on sustainability and wellness has been thoughtfully planned to capitalize on growing trends in consumer demand.”

Mr. Armstrong continued, “The Holden Hills project is expected to extend our long track record of creating value, and positions Stratus to continue returning capital to shareholders, building on our recent $40 million special cash dividend and $10 million share repurchase program. We will continue to leverage our team’s knowledge, experience and relationships in the markets where we operate to pursue prudent growth opportunities.”

Located within the established Barton Creek Community, Holden Hills is designed to promote sustainability, energy conservation, and residents’ health and wellness, both inside and outside of the homes. Stratus’ research confirms that buyers want a safe home, built to protect their health, both mind and body, and the natural environment. The Holden Hills property is planned to maximize onsite renewable energy production to meet the community’s needs, with any excess energy to be returned to the local electrical grid. Stratus is also committing to use safe construction materials essential to creating a healthy living space.

The Holden Hills project will comprise a series of neighborhoods, each designed by leading architects, including AnderssonWise and Sanders Architecture, known for distinguished and thoughtful design. Project Architect Arthur Andersson, said “Our inspiration for the Holden Hills residences comes from land and climate. Our floor plans are shaped to naturally honor the characteristics of the Texas Hill Country, creating dwellings that celebrate our local prevailing breezes, dramatic views and heritage live oak groves. Holden Hills presents an opportunity to live intimately with nature, to celebrate the beauty of the Texas Hill Country and be a model of sustainable design for generations.”

Architect Christopher L. Sanders said, “A sustainable project leads with good design. Building beautiful and resilient homes suitable and responsive to their site is fundamental to achieving our ambitious sustainability goals for the Holden Hills neighborhood in southwest Austin.”

LEED Fellow Gail Vittori, working in conjunction with project Sustainability Consultants Andrew Wagner Architects, said “Health, wellness and ecological stewardship are enduring values that are fundamental to Holden Hills’ design ethic. The project’s integrated, systems-oriented approach will set a compelling benchmark for what residential development in Central Texas needs to be.”

As part of a focus on wellness, Holden Hills will provide residents with a direct connection to nature and community, through carefully curated green spaces, communal gathering points and an extensive trail system that will stretch approximately 3.5 miles through undisturbed open space and connect to the 14 mile long iconic Barton Creek Greenbelt. These homes have intimate interior spaces that transition to outdoor living rooms with expansive views and are designed with a palette of native masonry, plaster, brick, stone and metal roof material to ensure that they blend with their natural surroundings and reinforce advanced sustainable building practices. Stratus expects to begin building homes and selling home sites in late 2024.

About Stratus Properties Inc.

Stratus is a diversified real estate company engaged primarily in the acquisition, entitlement, development, management, leasing and sale of multi-family and single-family residential real estate properties and commercial properties in the Austin, Texas area and other select markets in Texas.

Forward-Looking Statements

This press release contains forward-looking statements in which Stratus discusses factors it believes may affect its future performance. Forward-looking statements are all statements other than statements of historical fact, such as plans, projections or expectations related to the total capital that will be required to develop Holden Hills, the timing of building homes or selling homes sites at Holden Hills, plans for the financing of Phase II of the development of Holden Hills, possible future cash returns to Stratus’ shareholders, implementation and effectiveness of sustainability, energy conservation and health and wellness goals, and Stratus’ expectations about the Austin real estate market. The words “anticipate,” “may,” “can,” “plan,” “believe,” “potential,” “estimate,” “expect,” “project,” "target," “intend,” “likely,” “will,” “should,” “to be” and any similar expressions and/or statements are intended to identify those assertions as forward-looking statements. Stratus cautions readers that forward-looking statements are not guarantees of future performance, and its actual results may differ materially from those anticipated, expected, projected or assumed in the forward-looking statements. Important factors that can cause Stratus’ actual results to differ materially from those anticipated in the forward-looking statements include, but are not limited to, Stratus’ ability to execute profitably on its development plan for Holden Hills, the availability and terms of additional financing for the development of Phase II of Holden Hills, Stratus’ ability to implement its business strategy successfully, including its ability to develop, finance, construct and sell or lease properties on its anticipated schedule and at prices its Board of Directors considers acceptable, changes in the demand for real estate in the select markets in Texas where Stratus operates, changes in economic, market, tax and business conditions, including increases in inflation and interest rates, supply chain constraints, tightening bank credit, increases in operating and construction costs, including real estate taxes and the cost of building materials and labor, environmental risks, future cash returns to shareholders, including the timing and amount of repurchases under our share repurchase program, and other factors described in more detail under the heading “Risk Factors” in Stratus’ Annual Report on Form 10-K for the year ended December 31, 2021, and Quarterly Report on Form 10-Q for the quarter ended September 30, 2022, each filed with the Securities Exchange Commission.

Under Stratus’ Comerica Bank debt agreements, Stratus is not permitted to repurchase its common stock in excess of $1.0 million or pay dividends on its common stock without Comerica Bank’s prior written consent, which was obtained in connection with the special cash dividend and share repurchase program. Any future declaration of dividends or decision to repurchase Stratus’ common stock is at the discretion of Stratus’ Board, subject to restrictions under Stratus’ Comerica Bank debt agreements, and will depend on Stratus’ financial results, cash requirements, projected compliance with covenants in its debt agreements, outlook and other factors deemed relevant by the Board. Stratus’ future debt agreements, future refinancings of or amendments to existing debt agreements or other future agreements may restrict Stratus’ ability to declare dividends or repurchase shares.

Investors are cautioned that many of the assumptions upon which Stratus’ forward-looking statements are based are likely to change after the date the forward-looking statements are made. Further, Stratus may make changes to its business plans that could affect its results. Stratus cautions investors that it undertakes no obligation to update any forward-looking statements, which speak only as of the date made, notwithstanding any changes in its assumptions, business plans, actual experience, or other changes.

A copy of this release is available on Stratus’ website, stratusproperties.com.


Contacts

William H. Armstrong III
(512) 478-5788

Fourth quarter results:


  • Record net sales of $5.6 billion, up 15% YOY
    • Organic sales growth of 14% YOY and up 4% sequentially
  • Operating profit of $382 million; operating margin of 6.9%
    • Adjusted EBITDA of $451 million, up 41% YOY; adjusted EBITDA margin of 8.1%, up 150 basis points YOY
    • Gross margin of 21.9%, up 110 basis points YOY
  • Earnings per diluted share of $3.90
    • Adjusted earnings per diluted share of $4.13, up 30% YOY
  • Record operating cash flow of $422 million
    • Record free cash flow of $399 million; 173% of adjusted net income
  • Rahi Systems acquisition closed on November 1, 2022

Full year results:

  • Record net sales of $21.4 billion, up 18% YOY
    • Organic sales growth of 18% YOY
  • Record operating profit of $1.4 billion; operating margin of 6.7%
    • Record adjusted EBITDA of $1.7 billion, up 47% YOY; record adjusted EBITDA margin of 8.1%, up 160 basis points YOY
    • Record gross margin of 21.8%, up 100 basis points YOY
  • Record earnings per diluted share of $15.33
    • Record adjusted earnings per diluted share of $16.42, up 65% YOY
  • Leverage of 2.9x; improvement of 1.0x versus prior year-end and 2.8x since the Anixter merger

PITTSBURGH--(BUSINESS WIRE)--Wesco International (NYSE: WCC), a leading provider of business-to-business distribution, logistics services and supply chain solutions, announces its results for the fourth quarter and full year 2022.

Wesco delivered a stellar encore performance for the full year 2022 including exceptional fourth quarter results, clearly demonstrating our ability to drive sustained growth and market outperformance. The success of our business model and integration efforts over the past two and a half years since our transformational combination with Anixter resulted in record full year sales of $21.4 billion, an increase of 18% over last year. We again set new company records for margin and profitability, and reduced leverage to below 3.0x for the first time since 2019. With this trajectory, we have taken a significant step forward in the achievement of our long-term target of 10%+ EBITDA margin. I am confident 2023 will be another transformational year with additional advances in our digital capabilities, strong topline growth, continued margin expansion and record free cash generation to support our capital allocation priorities,” said John Engel, Chairman, President and CEO.

Mr. Engel continued, “Strong seasonal fourth-quarter growth was driven by secular demand trends, continued share gains and the start of supply chain pressures easing. We meaningfully reduced net working capital while delivering stronger than anticipated topline growth in the fourth quarter, and generated record quarterly free cash flow of approximately $400 million.”

Mr. Engel added, “Each of our strategic business units again delivered strong double-digit organic sales and profit growth underscoring the success of our enterprise-wide cross selling and margin improvement programs. The fourth-quarter performance of our latest acquisition, Rahi Systems, builds on our data center solutions strategy and better positions us to capture value from this important secular-growth market. Our profitable execution across all three business units supports our investment in Wesco’s digital transformation positioning us to deliver an even higher level of performance, operating efficiency and customer loyalty.”

Mr. Engel concluded, “We are building on our strong positive momentum and 2023 is off to an excellent start. Our three-year post-merger integration plan is coming to a close. Our digital transformation plan is accelerating, and we are on-track to deliver advanced digital capabilities that will create superior value for our customers and supplier partners. We are confident in our ability to drive mid- to high-single digit sales growth this year, along with continued EBITDA margin expansion and approximately $600 to $800 million in free cash flow generation that supports our growth initiatives and capital allocation priorities. Most importantly, our dedicated team of colleagues continues to provide resilient and critical supply chain solutions for our customers around the world, capturing the benefits of our exposure to sustainable secular trends that are deep and drive our future sales and profitability. We look forward with greater confidence than ever to a future of sustained growth and market outperformance.”

The following are results for the three months ended December 31, 2022 compared to the three months ended December 31, 2021:

  • Net sales were $5.6 billion for the fourth quarter of 2022 compared to $4.9 billion for the fourth quarter of 2021, an increase of 14.6%, reflecting price inflation and volume growth, secular demand trends, execution of our cross-sell program, and moderate easing of supply chain constraints. Organic sales for the fourth quarter of 2022 grew 14.4% as the acquisition of Rahi Systems on November 1, 2022 positively impacted reported net sales by 2.3%, while fluctuations in foreign exchange rates negatively impacted reported net sales by 2.1%. Sequentially, net sales grew 2.1% while organic sales increased 3.7%. The acquisition of Rahi Systems positively impacted reported net sales by 2.1%, while the number of workdays and fluctuations in foreign exchange rate changes negatively impacted reported net sales by 3.1% and 0.6%, respectively. Backlog at the end of the fourth quarter of 2022 increased by more than 40% compared to the end of 2021. Sequentially, backlog declined slightly by approximately 1% following seven consecutive quarters of strong growth.
  • Cost of goods sold for the fourth quarter of 2022 was $4.3 billion compared to $3.8 billion for the fourth quarter of 2021, and gross profit was $1.2 billion and $1.0 billion, respectively. As a percentage of net sales, gross profit was 21.9% and 20.8% for the fourth quarter of 2022 and 2021, respectively. Gross profit as a percentage of net sales for the fourth quarter of 2022 reflects our focus on value-driven pricing and pass-through of inflationary costs, along with the continued momentum of our gross margin improvement program and higher supplier volume rebates as a percentage of net sales. Cost of goods sold for the fourth quarter of 2021 included a write-down to the carrying value of certain personal protective equipment inventories that unfavorably impacted gross profit as a percentage of net sales by approximately 12 basis points.
  • Selling, general and administrative (“SG&A”) expenses were $793.1 million, or 14.3% of net sales, for the fourth quarter of 2022 compared to $733.7 million, or 15.1% of net sales, for the fourth quarter of 2021. SG&A expenses for the fourth quarter of 2022 and 2021 include merger-related and integration costs of $15.2 million and $38.7 million, respectively. Adjusted for these amounts, SG&A expenses were $777.9 million, or 14.0% of net sales, for the fourth quarter of 2022 and $695.0 million, or 14.3% of net sales, for the fourth quarter of 2021. Adjusted SG&A expenses for the fourth quarter of 2022 reflect higher salaries due to wage inflation and increased headcount, an increase in commissions and volume-related costs driven by significant sales growth, as well as the impact of the Rahi Systems acquisition. In addition, digital transformation initiatives contributed to higher expenses in the fourth quarter of 2022, including those related to professional and consulting fees. These increases were partially offset by the realization of integration cost synergies and a reduction to incentive compensation expense.
  • Depreciation and amortization for the fourth quarter of 2022 was $43.4 million compared to $53.9 million for the fourth quarter of 2021, a decrease of $10.5 million. In connection with an integration initiative to review the Company's brand strategy, certain legacy trademarks are migrating to a master brand architecture, which resulted in $0.4 million and $11.8 million of accelerated amortization expense for the fourth quarter of 2022 and 2021, respectively.
  • Operating profit was $381.8 million for the fourth quarter of 2022 compared to $220.3 million for the fourth quarter of 2021, an increase of $161.5 million, or 73.3%. Operating profit as a percentage of net sales was 6.9% for the current quarter, compared to 4.5% for the fourth quarter of the prior year. Adjusted for the merger-related and integration costs, and accelerated trademark amortization described above, operating profit was $397.4 million, or 7.1% of net sales, for the fourth quarter of 2022 and $270.8 million, or 5.6% of net sales, for the fourth quarter of 2021. Adjusted operating margin was up 150 basis points compared to the prior year.
  • Net interest expense for the fourth quarter of 2022 was $87.3 million compared to $60.4 million for the fourth quarter of 2021. The increase reflects higher borrowings and an increase in variable interest rates.
  • The effective tax rate for the fourth quarter of 2022 was 24.6% compared to 15.7% for the fourth quarter of 2021. The effective tax rate for the fourth quarter of the prior year was favorably impacted by a reduction in the valuation allowance recorded against certain foreign tax credit carryforwards, as well as higher tax benefits related to intercompany financing and certain foreign derived intangible income.
  • Net income attributable to common stockholders was $204.6 million for the fourth quarter of 2022 compared to $153.1 million for the fourth quarter of 2021. Adjusted for merger-related and integration costs, accelerated trademark amortization expense, and the related income tax effects, net income attributable to common stockholders was $216.3 million for the fourth quarter of 2022. Adjusted for merger-related and integration costs, accelerated trademark amortization expense, a $36.6 million curtailment gain resulting from the remeasurement of the Company's pension obligations in the U.S. and Canada due to amending certain terms of such defined benefit plans, and the related income tax effects, net income attributable to common stockholders was $165.7 million for the fourth quarter of 2021. Adjusted net income attributable to common stockholders increased 30.5% year-over-year.
  • Earnings per diluted share for the fourth quarter of 2022 was $3.90, based on 52.4 million diluted shares, compared to $2.93 for the fourth quarter of 2021, based on 52.3 million diluted shares. Adjusted for merger-related and integration costs, accelerated trademark amortization expense, and the related income tax effects, earnings per diluted share for the fourth quarter of 2022 was $4.13. Adjusted for merger-related and integration costs, accelerated trademark amortization expense, curtailment gain, and the related income tax effects, earnings per diluted share for the fourth quarter of 2021 was $3.17. Adjusted earnings per diluted share increased 30.3% year-over-year, including a positive impact from the Rahi acquisition completed during the quarter.
  • Operating cash flow for the fourth quarter of 2022 was an inflow of $421.7 million compared to an outflow of $105.5 million for the fourth quarter of 2021. Free cash flow for the fourth quarter of 2022 was $398.7 million, or 172.7% of adjusted net income, reflecting a significant reduction in working capital including a decrease in inventories of $69.3 million from the end of the third quarter of 2022. An increase in accounts payable of $73.3 million and a decrease in trade accounts receivable of $47.1 million also contributed to the strong free cash flow performance for the fourth quarter of 2022. Additionally, the Company repurchased $11.1 million of its common stock shares during the fourth quarter of 2022.

The following are results for the year ended December 31, 2022 compared to the year ended December 31, 2021:

  • Net sales were $21.4 billion for 2022 compared to $18.2 billion for 2021, an increase of 17.6% reflecting price inflation and volume growth, secular demand trends, and execution of our cross-sell program. Organic sales for 2022 grew 18.2% as the acquisition of Rahi Systems in the fourth quarter of 2022, offset by the divestiture of Wesco's legacy utility and data communications businesses in Canada in the first quarter of 2021, positively impacted reported net sales by 0.5%. Additionally, the number of workdays positively impacted reported net sales by 0.4%, while fluctuations in foreign exchange rates negatively impacted reported net sales by 1.5%.
  • Cost of goods sold for 2022 was $16.8 billion compared to $14.4 billion for 2021, and gross profit was $4.7 billion and $3.8 billion, respectively. As a percentage of net sales, gross profit was 21.8% and 20.8% for 2022 and 2021, respectively. Gross profit as a percentage of net sales for 2022 reflects our focus on value-driven pricing and pass-through of inflationary costs, along with the continued momentum of our gross margin improvement program and higher supplier volume rebates as a percentage of net sales. Cost of goods sold for 2021 included a write-down to the carrying value of certain personal protective equipment inventories that unfavorably impacted gross profit as a percentage of net sales by approximately 14 basis points.
  • SG&A expenses for 2022 were $3.0 billion, or 14.2% of net sales, compared to $2.8 billion for 2021, or 15.3% of net sales. SG&A expenses for 2022 include merger-related and integration costs of $67.4 million. Adjusted for this amount, SG&A expenses for 2022 were 13.9% of net sales and reflect higher salaries due to wage inflation and increased headcount, as well as an increase in commissions and volume-related costs driven by significant sales growth. In addition, digital transformation initiatives contributed to higher expenses in 2022, including those related to professional and consulting fees. These increases were partially offset by the realization of integration cost synergies and a reduction to incentive compensation expense. SG&A expenses for 2021 include merger-related and integration costs of $158.5 million, as well as a net gain of $8.9 million resulting from the Canadian divestitures described above. Adjusted for these amounts, SG&A expenses were 14.5% of net sales for 2021.
  • Depreciation and amortization for 2022 was $179.0 million compared to $198.6 million for 2021, a decrease of $19.6 million. In connection with an integration initiative to review the Company's brand strategy, certain legacy trademarks are migrating to a master brand architecture, which resulted in $9.8 million and $32.0 million of accelerated amortization expense for 2022 and 2021, respectively.
  • Operating profit was $1.4 billion for 2022 compared to $0.8 billion for 2021, an increase of $636.2 million, or 79.3%. Operating profit as a percentage of net sales was 6.7% for the current year, compared to 4.4% for the prior year. Operating profit for 2022 includes the merger-related and integration costs, and accelerated trademark amortization expense described above. Adjusted for these amounts, operating profit was 7.1% of net sales. For 2021, operating profit was 5.4% as adjusted for merger-related and integration costs of $158.5 million, accelerated trademark amortization expense of $32.0 million, and the net gain on the Canadian divestitures of $8.9 million. Adjusted operating margin was up 170 basis points compared to the prior year.
  • Net interest expense for 2022 was $294.4 million compared to $268.1 million for 2021. The increase reflects higher borrowings and an increase in variable interest rates.
  • The effective tax rate for 2022 was 24.2% compared to 19.9% for 2021. The effective tax rates for both the current year and the prior year were favorably impacted by the tax benefits related to intercompany financing and reductions in the valuation allowance recorded against certain foreign tax credit carryforwards. The higher effective tax rate in the current year is primarily due to lower tax benefits from intercompany financing arrangements resulting from changes in Canadian tax law and certain foreign derived intangible income.
  • Net income attributable to common stockholders was $803.1 million for 2022 compared to $408.0 million for 2021. Adjusted for merger-related and integration costs, accelerated trademark amortization expense, and the related income tax effects, net income attributable to common stockholders was $860.1 million for 2022. Adjusted for merger-related and integration costs, accelerated trademark amortization expense, net gain on Canadian divestitures, a $36.6 million curtailment gain, and the related income tax effects, net income attributable to common stockholders was $519.3 million for 2021. Adjusted net income attributable to common stockholders increased 65.6% year-over-year.
  • Earnings per diluted share for 2022 was $15.33, based on 52.4 million diluted shares, compared to $7.84 for 2021, based on 52.0 million diluted shares. Adjusted for merger-related and integration costs, accelerated trademark amortization expense, and the related income tax effects, earnings per diluted share for 2022 was $16.42. Adjusted for merger-related and integration costs, accelerated trademark amortization expense, net gain on divestitures, curtailment gain, and the related income tax effects, earnings per diluted share for 2021 was $9.98. Adjusted earnings per diluted share increased 64.5% year-over-year.
  • Operating cash flow for 2022 was $11.0 million compared to $67.1 million for 2021. Operating cash flow for the current year was lower than the prior year primarily due to changes in working capital, including an increase in inventories of $817.0 million and an increase in trade accounts receivable of $690.6 million. The increase in inventories resulted from investments to address supply chain challenges and to support growth in our sales backlog, including project-based business. The increase in trade accounts receivable was due to significant sales growth. These outflows were partially offset by an increase in accounts payable of $552.9 million.

Segment Results

The Company has operating segments comprising three strategic business units consisting of Electrical & Electronic Solutions ("EES"), Communications & Security Solutions ("CSS") and Utility & Broadband Solutions ("UBS").

The Company incurs corporate costs primarily related to treasury, tax, information technology, legal and other centralized functions. Segment results include depreciation expense or other allocations related to various corporate assets. Interest expense and other non-operating items are either not allocated to the segments or reviewed on a segment basis. Corporate expenses not directly identifiable with our reportable segments are reported in the tables below to reconcile the reportable segments to the consolidated financial statements.

The following are results by segment for the three months ended December 31, 2022 compared to the three months ended December 31, 2021:

  • EES reported net sales of $2.2 billion for the fourth quarter of 2022 compared to $2.0 billion for the fourth quarter of 2021, an increase of 8.7%. Organic sales for the fourth quarter of 2022 grew 11.3% as fluctuations in foreign exchange rates negatively impacted reported net sales by 2.6%. Sequentially, reported net sales declined 3.0%. Adjusted for the negative effect of fluctuations in foreign exchange rates and the number of workdays, organic sales increased 1.0%. The increase in organic sales compared to the prior year quarter reflects price inflation and growth in our construction, industrial and original equipment manufacturer businesses. EBITDA, adjusted for other non-operating expense and non-cash stock-based compensation expense, was $197.6 million for the fourth quarter of 2022, or 9.1% of net sales, compared to $150.6 million for the fourth quarter of 2021, or 7.5% of net sales. Adjusted EBITDA increased $47.0 million, or 31.3% year-over-year. The increase primarily reflects the factors impacting the overall business, as described above.
  • CSS reported net sales of $1.8 billion for the fourth quarter of 2022 compared to $1.5 billion for the fourth quarter of 2021, an increase of 16.4%. Organic sales for the fourth quarter of 2022 grew 11.7% as the acquisition of Rahi Systems on November 1, 2022 positively impacted reported net sales by 7.4%, while fluctuations in foreign exchange rates negatively impacted reported net sales by 2.7%. Sequentially, reported net sales grew 10.0% and organic sales increased 6.7%. The increase in organic sales compared to the prior year quarter reflects price inflation, growth in our security solutions and network infrastructure businesses, as well as the benefits of cross selling and some improvements in supply chain constraints. EBITDA, adjusted for other non-operating income and non-cash stock-based compensation expense, was $169.5 million for the fourth quarter of 2022, or 9.6% of net sales, compared to $125.3 million for the fourth quarter of 2021, or 8.3% of net sales. Adjusted EBITDA increased $44.2 million, or 35.3% year-over-year. The increase primarily reflects the factors impacting the overall business, as described above. Adjusted EBITDA as a percentage of net sales for the fourth quarter of 2021 was negatively impacted by 28 basis points from the inventory write-down described in the Company's overall results above.
  • UBS reported net sales of $1.6 billion for the fourth quarter of 2022 compared to $1.3 billion for the fourth quarter of 2021, an increase of 21.2%. Organic sales for the fourth quarter of 2022 grew 22.2% as fluctuations in foreign exchange rates negatively impacted reported net sales by 1.0%. Sequentially, reported net sales grew 1.2% and organic sales increased 4.6%. The increase in organic sales compared to the prior year quarter reflects price inflation, broad-based growth driven by investments in electrification, green energy, utility grid modernization and hardening, rural broadband development, as well as the benefits of cross selling and expansion in our integrated supply business. EBITDA, adjusted for other non-operating income and non-cash stock-based compensation expense, was $185.6 million for the fourth quarter of 2022, or 11.4% of net sales, compared to $129.3 million for the fourth quarter of 2021, or 9.6% of net sales. Adjusted EBITDA increased $56.3 million, or 43.5% year-over-year. The increase primarily reflects the factors impacting the overall business, as described above.

The following are results by segment for the year ended December 31, 2022 compared to the year ended December 31, 2021:

  • EES reported net sales of $8.8 billion for 2022 compared to $7.6 billion for 2021, an increase of 15.8%. Organic sales for 2022 grew 17.3% as the number of workdays positively impacted reported net sales by 0.4%, while fluctuations in foreign exchange rates and the Canadian divestitures described in the Company's overall results above negatively impacted reported net sales by 1.8% and 0.1%, respectively. The year-over-year increase in organic sales reflects price inflation, growth in our industrial, construction, and original equipment manufacturer businesses, as well as the benefits of cross selling and secular growth trends. Additionally, supply chain constraints have had a negative impact on sales in both 2022 and 2021, however, these pressures have begun to moderate. EBITDA, adjusted for other non-operating income and non-cash stock-based compensation expense, was $851.3 million for 2022, or 9.

Contacts

Investor Relations
Will Ruthrauff
Director, Investor Relations
484-885-5648

Corporate Communications
Jennifer Sniderman
Senior Director, Corporate Communications
717-579-6603


Read full story here

- Marks important milestone for North America’s EV battery supply chain -

TORONTO--(BUSINESS WIRE)--$ELBM--Electra Battery Materials Corporation (NASDAQ: ELBM; TSX-V: ELBM) (“Electra”, or the “Company”) announced today that it has successfully completed the first plant-scale recycling of black mass material in North America and recovered critical metals, including nickel, cobalt, and manganese, needed for the electric vehicle (EV) battery supply chain using its proprietary hydrometallurgical process at its refinery north of Toronto.



“Initial results from our black mass trial are extremely encouraging,” said Trent Mell, CEO of Electra. “The results validate that our proprietary hydrometallurgical process is able to recover high-value elements from shredded lithium-ion batteries effectively and confirm that the commissioning work we have completed to date has made our refinery operational again after being idle for more than a decade.”

Mr. Mell added, “These preliminary results represent a significant milestone for the Company and the industry as we believe it marks the first hydrometallurgical plant-scale recycling of black mass in North America and the first recovery of a mixed hydroxide nickel and cobalt product. These results pave the way for us to extend our trial beyond the 75 tonnes we initially planned and maximize the cashflow opportunities generated through the sale of multiple products critical to the EV battery supply chain in North America. We have established relations with black mass producers in North America and abroad to support our continued efforts.”

Black mass is the industry term used to describe the material remaining once expired lithium-ion batteries are shredded and all casings removed. Black mass contains high-value elements, including nickel, cobalt, manganese, copper, lithium, and graphite, that once recovered, can be recycled to produce new lithium-ion batteries.

Established North American battery recyclers have focused on collecting and shredding of batteries with the resulting black mass material primarily treated by a pyrometallurgical smelting process that has a higher carbon footprint and lower metal recoveries than hydrometallurgical processes. Electra’s recoveries are believed to be the first successful production in a plant-scale setting using a hydrometallurgical process.

Recycling black mass will increasingly become a key feature of the EV battery supply chain given the strong demand for critical minerals and the looming supply deficit of metals such as nickel and cobalt. According to data from McKinsey & Company, available battery material for recycling is expected to grow by 20% per year through 2040.

Electra launched its black mass demonstration plant at the end of December 2022, and has processed material in a batch mode, successfully extracting nickel, cobalt, manganese, copper, lithium, and graphite.

As a result of preliminary results achieved thus far and interest expressed by potential commercial partners, Electra has decided to extend its black mass processing and recovering activities through June 2023, beyond the Company’s initial target of 75 tonnes. Engineering studies will be completed to assess capital costs for permanent recycling facility adjacent to Electra’s cobalt refinery, leveraging existing infrastructure, buildings, equipment, permits and personnel.

The total amount of material to be processed and recovered through June will be determined in the coming weeks. The Company has identified multiple sources of supply, and is in discussions on terms and conditions with vendors.

All of Electra’s recovered material will be sold to third-party companies for additional processing and re-use in a number of applications.

Refinery Project Update
Since its last update released in November, 2022, Electra has made continued progress on the commissioning and construction of its cobalt refinery project despite ongoing supply chain disruptions and delivery delays to critical pieces of equipment.

Through February 10, 2023, Electra’s progress can be measured by several key developments, including:

- Completed all testing of existing brownfield equipment.
- Completed 90 to 95 percent of all procurement.
- Completed 90 to 95 percent of detailed engineering.
- Completed approximately 90 percent of the erection of the solvent extraction plant.
- Completed construction of the cobalt sulfate loadout facility.
- Increased the project owners’ team to 31 personnel, which include tradespeople, engineers, operators, lab technicians, and office support staff.

While constructing its crystallization circuit, the final stage in the cobalt sulfate refining process, Electra took delivery of a falling film evaporator vessel that was damaged in transit. Custom-built for Electra, the vessel is used to vaporize water from the cobalt solution before it can be crystallized into cobalt sulfate. The evaporator vessel is valued at approximately US$600,000, and measures approximately 60 feet in length and five feet in diameter. While the equipment was deemed suitable for installation, a third-party inspection has determined that onsite repairs will be required before it can be commissioned.

Electra uses microchips throughout its refinery complex as part of the process control system to regulate equipment and integrate various circuits and systems together. Global supply shortages of microchips have resulted in delays to delivery of several process control system components. Although Electra has advanced the construction of its refinery project, it has been unable to progress fully on some work projects pending delivery of the process control components.

As a result of the impact of critical equipment being damaged enroute to the Company’s complex north of Toronto and ongoing supply chain disruptions, Electra has withdrawn its guidance issued on August 11, 2022, and November 9, 2022, for its fourth quarter ending December 31, 2022 along with any forward-looking statements previously made on the timing of the commissioning, capital spend and production of its cobalt sulfate refinery. All forward-looking statements previously disclosed are no longer applicable as a result.

In light of recent developments, Electra is completing a review of the refinery project scope, scheduling, and capital expenditures and expects to provide results in the coming weeks.

“Ongoing global supply chain disruptions, notably with microchips needed for monitoring equipment performance and the flow of cobalt solution through various vessels, coupled with the receipt of damaged equipment that is critical to the buildout of the crystallization circuit have created unexpected delays to the commissioning of our cobalt sulfate refinery timelines,” said Mr. Mell. “While we evaluate a number of options, including the procurement of equipment from alternative sources of supply, construction has progressed ahead of equipment deliveries. Site-level leadership is completing a baseline review of the project and the Company anticipates providing an update in conjunction with our year-end results to be issued before the end of March.”

About Electra Battery Materials
Electra is a processor of low-carbon, ethically-sourced battery materials. Currently commissioning North America’s only cobalt sulfate refinery, Electra is executing a multipronged strategy focused on onshoring the electric vehicle supply chain. Keys to its strategy are integrating black mass recycling and nickel sulfate production at Electra’s refinery located north of Toronto, advancing Iron Creek, its cobalt-copper exploration-stage project in the Idaho Cobalt Belt, and expanding cobalt sulfate processing into Bécancour, Quebec. For more information visit www.ElectraBMC.com.

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

Cautionary Note Regarding Forward-Looking Statements

This news release may contain forward-looking statements and forward-looking information (together, “forward-looking statements”) within the meaning of applicable securities laws and the United States Private Securities Litigation Reform Act of 1995. All statements, other than statements of historical facts, are forward-looking statements. Generally, forward-looking statements can be identified by the use of terminology such as “plans”, “expects', “estimates”, “intends”, “anticipates”, “believes” or variations of such words, or statements that certain actions, events or results “may”, “could”, “would”, “might”, “occur” or “be achieved”. Such forward-looking statements include, without limitation, statements regarding the attributes of the Notes, the closing date of the Note Offering, the listing of the underlying Common Shares and the expected use of proceeds of the Offering. Forward-looking statements involve risks, uncertainties and other factors that could cause actual results, performance, and opportunities to differ materially from those implied by such forward-looking statements. Factors that could cause actual results to differ materially from these forward-looking statements are set forth in the management discussion and analysis and other disclosures of risk factors for Electra Battery Materials Corporation, filed on SEDAR at www.sedar.com and with on EDGAR at www.sec.gov. Although Electra Battery Materials Corporation believes that the information and assumptions used in preparing the forward-looking statements are reasonable, undue reliance should not be placed on these statements, which only apply as of the date of this news release, and no assurance can be given that such events will occur in the disclosed times frames or at all. Except where required by applicable law, Electra Battery Materials Corporation disclaims any intention or obligation to update or revise any forward-looking statement, whether as a result of new information, future events or otherwise.


Contacts

Joe Racanelli Vice President, Investor Relations
This email address is being protected from spambots. You need JavaScript enabled to view it. 1.416.900.3891

HAMILTON, Bermuda--(BUSINESS WIRE)--February 14, 2023 – Triton International Limited (NYSE: TRTN) ("Triton")


Highlights:

  • Net income attributable to common shareholders for the fourth quarter of 2022 was $152.2 million or $2.61 per diluted share, a decrease of 2.2% from the fourth quarter of 2021 and a decrease of 9.4% from the third quarter of 2022.
  • Adjusted net income for the fourth quarter of 2022 was $160.7 million or $2.76 per diluted share, an increase of 3.4% from the fourth quarter of 2021 and a decrease of 4.2% from the third quarter of 2022.
  • Net income attributable to common shareholders was $694.8 million for the full year of 2022, or $11.19 per diluted share, an increase of 55.0% from 2021.
  • Adjusted net income was $702.8 million for the full year of 2022, or $11.32 per diluted share, an increase of 23.6% from 2021. Adjusted return on equity was 28.4% in 2022.
  • Utilization averaged 98.4% in the fourth quarter of 2022 and was 97.6% as of February 8, 2023.
  • Triton repurchased 2.8 million common shares during the fourth quarter and 9.1 million common shares during 2022. An additional 0.6 million common shares were repurchased through February 8, 2023.

Financial Results

The following table summarizes Triton’s selected key financial information for the three and twelve months ended December 31, 2022 and December 31, 2021 and the three months ended September 30, 2022.

 

(in millions, except per share data)

 

Three Months Ended,

 

Twelve Months Ended,

 

December 31,
2022

 

September 30,
2022

 

December 31,
2021

 

December 31,
2022

 

December 31,
2021

Total leasing revenues

$416.3

 

$424.7

 

$417.2

 

$1,679.7

 

$1,533.9

 

 

 

 

 

 

 

 

 

 

GAAP

 

 

 

 

 

 

 

 

 

Net income attributable to common shareholders

$152.2

 

$176.8

 

$177.4

 

$694.8

 

$484.5

Net income per share - Diluted

$2.61

 

$2.88

 

$2.67

 

$11.19

 

$7.22

 

 

 

 

 

 

 

 

 

 

Non-GAAP (1)

 

 

 

 

 

 

 

 

 

Adjusted net income

$160.7

 

$176.5

 

$177.5

 

$702.8

 

$614.2

Adjusted net income per share - Diluted

$2.76

 

$2.88

 

$2.67

 

$11.32

 

$9.16

 

 

 

 

 

 

 

 

 

 

Adjusted return on equity (2)

25.4 %

 

27.5 %

 

30.7 %

 

28.4 %

 

28.1 %

(1)

Refer to the "Use of Non-GAAP Financial Items" and "Non-GAAP Reconciliations of Adjusted Net Income" set forth below.

(2)

Refer to the “Calculation of Adjusted Return on Equity” set forth below.

Operating Performance

"Triton's results in the fourth quarter of 2022 provided a strong finish to an outstanding year," commented Brian Sondey, Chief Executive Officer of Triton. "In the fourth quarter, Triton generated $2.76 of Adjusted net income per share and achieved an annualized Adjusted return on equity over 25%. Triton's results in the fourth quarter included $4.8 million of gains from lease buyout transactions and a $3.0 million benefit from previously taken credit provisions. In total, these items added $0.13 to our Adjusted net income per share. For the full year of 2022, Triton generated $11.32 of Adjusted net income per share and achieved an Adjusted return on equity of 28.4%."

"Triton's outstanding performance reflects durable enhancements we have made to our business. In 2020 and 2021, Triton capitalized on very strong market conditions to drive rapid growth in our container fleet and to significantly extend the average duration of our lease portfolio. We were also able to take advantage of very low interest rates as well as our upgrade to an investment grade debt rating to refinance most of our debt portfolio, locking in low-cost long-term financing."

"Global trade volumes decreased in 2022 due to a variety of global economic and geopolitical challenges and as consumers shifted spending back to services. Logistical bottlenecks also eased in 2022, leading to improved container turn times. As a result, most of our customers shifted from aggressive container fleet expansion to fleet reductions. While Triton's operating metrics faced pressure in 2022, our performance remained strong. Our utilization averaged 99.1% in 2022, and currently stands at 97.6%."

"Triton continued to generate strong cash flow in 2022, reflecting the power and stability of our business model. We also demonstrated our ability to use our cash flow to drive shareholder value across a wide range of market environments as we shifted our investment focus from rapid fleet growth to aggressive share repurchases. We repurchased 9.1 million shares in 2022 for prices that we believe are compelling, leading to a 13.8% reduction in our outstanding shares while also decreasing leverage."

Outlook

Mr. Sondey continued, "We expect our utilization will continue to gradually trend down as long as market conditions remain challenging, but we expect our operating and financial performance will remain strong. The first quarter is typically the slow season for dry containers and has the fewest number of days. In addition, we expect used container sale prices and our disposal gains will begin to decrease more quickly. Our financial results will also not have the benefit of the transactions that added $0.13 to our Adjusted net income per share in the fourth quarter. As a result, we expect our Adjusted net income per share will decrease from the fourth quarter of 2022 to the first quarter of 2023."

"The trajectory of our performance after the first quarter will depend on how market conditions evolve. The outlook for global economic conditions is uncertain, but our fleet remains well protected by our lease portfolio, and container supply and demand usually rebalance quickly due to the short order cycle for containers and the steady disposal of older assets. We also expect to continue to use our strong cash flow to reduce our share count further, and we have historically been successful in putting equipment back on hire quickly when market conditions improve. As a result, we expect to maintain a high level of operating and financial performance throughout 2023, and expect our EPS trajectory will turn positive when market conditions stabilize and recover."

Common and Preferred Share Dividends

Triton’s Board of Directors has declared a quarterly cash dividend of $0.70 per common share, payable on March 24, 2023 to shareholders of record at the close of business on March 10, 2023.

The Company's Board of Directors also declared a cash dividend payable on March 15, 2023 to holders of record at the close of business on March 8, 2023 on Triton's issued and outstanding preferred shares as follows:

Preferred Share Series

 

Dividend Rate

 

Dividend Per Share

Series A Preferred Shares (NYSE:TRTNPRA)

 

8.500%

 

$0.5312500

Series B Preferred Shares (NYSE:TRTNPRB)

 

8.000%

 

$0.5000000

Series C Preferred Shares (NYSE:TRTNPRC)

 

7.375%

 

$0.4609375

Series D Preferred Shares (NYSE:TRTNPRD)

 

6.875%

 

$0.4296875

Series E Preferred Shares (NYSE:TRTNPRE)

 

5.750%

 

$0.3593750

Fourth Quarter 2022 Investor Webcast

Triton will hold a Webcast at 8:30 a.m. (New York time) on Tuesday, February 14, 2023 to discuss its fourth quarter results. To listen by phone, please dial 1-877-418-5277 (domestic) or 1-412-717-9592 (international) approximately 15 minutes prior to the start time and reference the Triton International Limited conference call. To access the live Webcast please visit Triton's website at http://www.trtn.com. An archive of the Webcast will be available one hour after the live call.

About Triton International Limited

Triton International Limited is the world’s largest lessor of intermodal freight containers. With a container fleet of over 7 million twenty-foot equivalent units ("TEU"), Triton’s global operations include acquisition, leasing, re-leasing and subsequent sale of multiple types of intermodal containers and chassis.

Utilization, Fleet, and Leasing Revenue Information

The following table summarizes the equipment fleet utilization for the periods indicated:

 

Quarter Ended

 

December 31, 2022

 

September 30, 2022

 

June 30, 2022

 

March 31, 2022

Average Utilization (1)

98.4 %

 

99.1 %

 

99.4 %

 

99.6 %

Ending Utilization (1)

98.1 %

 

98.8 %

 

99.3 %

 

99.5 %

(1)

Utilization is computed by dividing total units on lease (in CEU) by the total units in our fleet (in CEU), excluding new units not yet leased and off-hire units designated for sale.

The following table summarizes the equipment fleet as of December 31, 2022, September 30, 2022, and December 31, 2021 (in units, TEUs and CEUs):

 

Equipment Fleet in Units

 

Equipment Fleet in TEU

 

December 31, 2022

 

September 30, 2022

 

December 31, 2021

 

December 31, 2022

 

September 30, 2022

 

December 31, 2021

Dry

3,784,386

 

3,833,065

 

3,843,719

 

6,458,705

 

6,540,720

 

6,531,816

Refrigerated

227,628

 

229,839

 

235,338

 

442,489

 

446,678

 

457,172

Special

92,379

 

91,949

 

92,411

 

169,290

 

168,441

 

169,004

Tank

12,000

 

11,911

 

11,692

 

12,000

 

11,911

 

11,692

Chassis

27,937

 

25,823

 

24,139

 

52,744

 

48,615

 

44,554

Equipment leasing fleet

4,144,330

 

4,192,587

 

4,207,299

 

7,135,228

 

7,216,365

 

7,214,238

Equipment trading fleet

48,328

 

47,696

 

53,204

 

79,102

 

77,755

 

83,692

Total

4,192,658

 

4,240,283

 

4,260,503

 

7,214,330

 

7,294,120

 

7,297,930

 

Equipment in CEU(1)

 

December 31, 2022

 

September 30, 2022

 

December 31, 2021

Operating leases

7,147,332

 

7,210,150

 

7,291,769

Finance leases

662,822

 

676,310

 

623,136

Equipment trading fleet

75,697

 

73,529

 

81,136

Total

7,885,851

 

7,959,989

 

7,996,041

(1)

In the equipment fleet tables above, we have included total fleet count information based on CEU. CEU is a ratio used to convert the actual number of containers in our fleet to a figure based on the relative purchase prices of our various equipment types to that of a 20-foot dry container. For example, the CEU ratio for a 40-foot high cube dry container is 1.70, and a 40-foot high cube refrigerated container is 7.50. These factors may differ slightly from CEU ratios used by others in the industry.

The following table provides a summary of our equipment lease portfolio by lease type, based on CEU and net book value, as of December 31, 2022:

Lease Portfolio

 

By CEU

 

By Net Book Value

Long-term leases

 

72.4 %

 

72.8 %

Finance leases

 

9.0

 

15.4

Subtotal

 

81.4

 

88.2

Service leases

 

6.7

 

4.2

Expired long-term leases, non-sale age (units on hire)

 

6.8

 

5.0

Expired long-term leases, sale-age (units on hire)

 

5.1

 

2.6

Total

 

100.0 %

 

100.0 %

The following table summarizes our leasing revenue for the periods indicated (in thousands):

 

Three Months Ended,

 

December 31, 2022

 

September 30, 2022

 

December 31, 2021

Operating leases

 

 

 

 

 

Per diem revenues

$ 369,837

 

$ 379,623

 

$ 383,529

Fee and ancillary revenues

18,213

 

15,777

 

11,092

Total operating lease revenues

388,050

 

395,400

 

394,621

Finance leases

28,257

 

29,283

 

22,541

Total leasing revenues

$ 416,307

 

$ 424,683

 

$ 417,162

Share Repurchase Information

The following table provides information with respect to our purchases of the Company's common shares for the periods indicated:

 

 

Total Number of Shares Purchased

 

Average Price Paid per Share

July 1, 2021 through September 30, 2021

 

378,765

 

$ 51.19

October 1, 2021 through December 31, 2021

 

1,149,408

 

$ 57.52

2021 Total

 

1,528,173

 

$ 55.95

 

 

 

 

 

January 1, 2022 through March 31, 2022

 

1,257,374

 

$ 63.74

April 1, 2022 through June 30, 2022

 

1,832,240

 

$ 60.04

July 1, 2022 through September 30, 2022

 

3,200,340

 

$ 59.21

October 1, 2022 through December 31, 2022

 

2,775,332

 

$ 63.19

2022 Total

 

9,065,286

 

$ 61.22

 

 

 

 

 

January 1, 2023 through February 8, 2023

 

583,343

 

$ 70.74

 

 

 

 

 

Total

 

11,176,802

 

$ 61.00

Important Cautionary Information Regarding Forward-Looking Statements

Certain statements in this release, other than purely historical information, are "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995, 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 include, among others, statements relating to Triton's future financial and operating performance and key drivers thereof; anticipated trends in the market and industry; future capital expenditures, including anticipated payments of dividends and amount, manner and timing of share repurchases under the share repurchase authorization; and other statements regarding prospects and business strategies. Statements that include the words "expect," "intend," "plan," "seek," "believe," "project," "predict," "anticipate," "potential," "will," "may," "would" and similar statements of a future or forward-looking nature may be used to identify forward-looking statements. All forward-looking statements address matters that involve risks and uncertainties, many of which are beyond Triton's control. Accordingly, there are or will be important factors that could cause actual results to differ materially from those indicated in such statements and, therefore, you should not place undue reliance on any such statements.

These factors include, without limitation, economic, business, competitive, market and regulatory conditions and the following: decreases in the demand for leased containers; decreases in market leasing rates for containers; difficulties in re-leasing containers after their initial fixed-term leases; our customers' decisions to buy rather than lease containers; increases in the cost of repairing and storing our off-hire containers; our dependence on a limited number of customers and suppliers; customer defaults; decreases in the selling prices of used containers; the impact of COVID-19 or future global pandemics on our business and financial results; risks resulting from the political and economic policies of the United States and other countries, particularly China, including but not limited to, the impact of trade wars, duties, tariffs or geo-political conflict; risks stemming from the international nature of our business, including global and regional economic conditions, including inflation and attempts to control inflation, and geopolitical risks such as the ongoing war in Ukraine; extensive competition in the container leasing industry; decreases in demand for international trade; disruption to our operations from failures of, or attacks on, our information technology systems; disruption to our operations as a result of natural disasters; compliance with laws and regulations related to economic and trade sanctions, security, anti-terrorism, environmental protection and anti-corruption; the availability and cost of capital; restrictions imposed by the terms of our debt agreements; changes in tax laws in Bermuda, the United States and other countries; and other risks and uncertainties, including those risk factors set forth in the section entitled "Risk Factors" in our Form 10-K filed with the Securities and Exchange Commission ("SEC") on February 15, 2022, and in any subsequent documents filed or to be filed with the SEC by Triton from time to time, including our Form 10-K for the year ended December 31, 2022, which we expect to file with the SEC on or about February 14, 2023.

The foregoing list of important factors should not be construed as exhaustive and should be read in conjunction with the other cautionary statements that are included herein and elsewhere. Any forward-looking statements made herein are qualified in their entirety by these cautionary statements. Except to the extent required by applicable law, we undertake no obligation to update publicly or revise any forward-looking statement, whether as a result of new information, future developments or otherwise.

-Financial Tables Follow-

TRITON INTERNATIONAL LIMITED

Consolidated Balance Sheets

(In thousands, except share data)

 

 

December 31, 2022

 

December 31, 2021

ASSETS:

 

 

 

Leasing equipment, net of accumulated depreciation of $4,289,259 and $3,919,181

$

9,530,396

 

 

$

10,201,113

 

Net investment in finance leases

 

1,639,831

 

 

 

1,558,290

 

Equipment held for sale

 

138,506

 

 

 

48,746

 

Revenue earning assets

 

11,308,733

 

 

 

11,808,149

 

Cash and cash equivalents

 

83,227

 

 

 

106,168

 

Restricted cash

 

103,082

 

 

 

124,370

 

Accounts receivable, net of allowances of $2,075 and $1,178

 

226,554

 

 

 

294,792

 

Goodwill

 

236,665

 

 

 

236,665

 

Lease intangibles, net of accumulated amortization of $291,837 and $281,340

 

6,620

 

 

 

17,117

 

Other assets

 

28,383

 

 

 

50,346

 

Fair value of derivative instruments

 

115,994

 

 

 

6,231

 

Total assets

$

12,109,258

 

 

$

12,643,838

 

LIABILITIES AND SHAREHOLDERS' EQUITY:

 

 

 

Equipment purchases payable

$

11,817

 

 

$

429,568

 

Fair value of derivative instruments

 

2,117

 

 

 

48,277

 

Deferred revenue

 

333,260

 

 

 

92,198

 

Accounts payable and other accrued expenses

 

71,253

 

 

 

70,557

 

Net deferred income tax liability

 

411,628

 

 

 

376,009

 

Debt, net of unamortized costs of $55,863 and $63,794

 

8,074,820

 

 

 

8,562,517

 

Total liabilities

 

8,904,895

 

 

 

9,579,126

 

 

 

 

 

Shareholders' equity:

 

 

 

Preferred shares, $0.01 par value, at liquidation preference

 

730,000

 

 

 

730,000

 

Common shares, $0.01 par value, 270,000,000 shares authorized, 81,383,024 and 81,295,366 shares issued, respectively

 

814

 

 

 

813

 

Undesignated shares, $0.01 par value, 800,000 shares authorized, no shares issued and outstanding

 

 

 

 

 

Treasury shares, at cost, 24,494,785 and 15,429,499 shares, respectively

 

(1,077,559

)

 

 

(522,360

)

Additional paid-in capital

 

909,911

 

 

 

904,224

 

Accumulated earnings

 

2,531,928

 

 

 

2,000,854

 

Accumulated other comprehensive income (loss)

 

109,269

 

 

 

(48,819

)

Total shareholders' equity

 

3,204,363

 

 

 

3,064,712

 

Total liabilities and shareholders' equity

$

12,109,258

 

 

$

12,643,838

 

TRITON INTERNATIONAL LIMITED

Consolidated Statements of Operations

(In thousands, except per share amounts)

 

 

Three Months Ended
December 31,

 

Twelve Months Ended
December 31,

 

 

2022

 

 

 

2021

 

 

 

2022

 

 

 

2021

 

Leasing revenues:

 

 

 

 

 

 

 

Operating leases

$

388,050

 

 

$

394,621

 

 

$

1,564,486

 

 

$

1,480,495

 

Finance leases

 

28,257

 

 

 

22,541

 

 

 

115,200

 

 

 

53,385

 

Total leasing revenues

 

416,307

 

 

 

417,162

 

 

 

1,679,686

 

 

 

1,533,880

 

 

 

 

 

 

 

 

 

Equipment trading revenues

 

20,860

 

 

 

39,423

 

 

 

147,874

 

 

 

142,969

 

Equipment trading expenses

 

(19,079

)

 

 

(33,354

)

 

 

(131,870

)

 

 

(108,870

)

Trading margin

 

1,781

 

 

 

6,069

 

 

 

16,004

 

 

 

34,099

 

 

 

 

 

 

 

 

 

Net gain on sale of leasing equipment

 

25,156

 

 

 

28,096

 

 

 

115,665

 

 

 

107,060

 

 

 

 

 

 

 

 

 

Operating expenses:

 

 

 

 

 

 

 

Depreciation and amortization

 

154,661

 

 

 

165,384

 

 

 

634,837

 

 

 

626,240

 

Direct operating expenses

 

18,238

 

 

 

5,614

 

 

 

42,381

 

 

 

26,860

 

Administrative expenses

 

23,996

 

 

 

23,993

 

 

 

93,011

 

 

 

89,319

 

Provision (reversal) for doubtful accounts

 

(2,998

)

 

 

(8

)

 

 

(3,102

)

 

 

(2,475

)

Total operating expenses

 

193,897

 

 

 

194,983

 

 

 

767,127

 

 

 

739,944

 

Operating income (loss)

 

249,347

 

 

 

256,344

 

 

 

1,044,228

 

 

 

935,095

 

Other expenses:

 

 

 

 

 

 

 

Interest and debt expense

 

59,798

 

 

 

52,669

 

 

 

226,091

 

 

 

222,024

 

Unrealized (gain) loss on derivative instruments, net

 

(23

)

 

 

 

 

 

(343

)

 

 

 

Debt termination expense

 

80

 

 

 

1,330

 

 

 

1,933

 

 

 

133,853

 

Other (income) expense, net

 

(41

)

 

 

(184

)

 

 

(1,182

)

 

 

(1,379

)

Total other expenses

 

59,814

 

 

 

53,815

 

 

 

226,499

 

 

 

354,498

 

Income (loss) before income taxes

 

189,533

 

 

 

202,529

 

 

 

817,729

 

 

 

580,597

 

Income tax expense (benefit)

 

24,325

 

 

 

12,076

 

 

 

70,807

 

 

 

50,357

 

Net income (loss)

$

165,208

 

 

$

190,453

 

 

$

746,922

 

 

$

530,240

 

Less: dividend on preferred shares

 

13,028

 

 

 

13,027

 

 

 

52,112

 

 

 

45,740

 

Net income (loss) attributable to common shareholders

$

152,180

 

 

$

177,426

 

 

$

694,810

 

 

$

484,500

 

Net income per common share—Basic

$

2.63

 

 

$

2.68

 

 

$

11.25

 

 

$

7.26

 

Net income per common share—Diluted

$

2.61

 

 

$

2.67

 

 

$

11.19

 

 

$

7.22

 

Cash dividends paid per common share

$

0.70

 

 

$

0.65

 

 

$

2.65

 

 

$

2.36

 

Weighted average number of common shares outstanding—Basic

 

57,820

 

 

 

66,113

 

 

 

61,778

 

 

 

66,728

 

Dilutive restricted shares

 

405

 

 

 

428

 

 

 

322

 

 

 

340

 

Weighted average number of common shares outstanding—Diluted

 

58,225

 

 

 

66,541

 

 

 

62,100

 

 

 

67,068

 

TRITON INTERNATIONAL LIMITED

Consolidated Statements of Cash Flows

(In thousands)

 

 

Twelve Months Ended December 31,

 

 

2022

 

 

 

2021

 

Cash flows from operating activities:

 

 

 

Net income (loss)

$

746,922

 

 

$

530,240

 

Adjustments to reconcile net income (loss) to net cash provided by operating activities:

 

 

 

Depreciation and amortization

 

634,837

 

 

 

626,240

 

Amortization of deferred debt cost and other debt related amortization

 

11,112

 

 

 

11,603

 

Lease related amortization

 

11,285

 

 

 

17,654

 

Share-based compensation expense

 

12,512

 

 

 

9,365

 

Net (gain) loss on sale of leasing equipment

 

(115,665

)

 

 

(107,060

)

Unrealized (gain) loss on derivative instruments

 

(343

)

 

 

 

Debt termination expense

 

1,933

 

 

 

133,853

 

Deferred income taxes

 

26,018

 

 

 

43,077

 

Changes in operating assets and liabilities:

 

 

 

Accounts receivable

 

44,119

 

 

 

(50,336

)

Deferred revenue

 

287,328

 

 

 

83,600

 

Accounts payable and other accrued expenses

 

4,620

 

 

 

(6,860

)

Net equipment sold (purchased) for resale activity

 

(93

)

 

 

7,606

 

Cash received (paid) for settlement of interest rate swaps

 

19,026

 

 

 

5,497

 

Cash collections on finance lease receivables, net of income earned

 

180,075

 

 

 

74,117

 

Other assets

 

21,182

 

 

 

26,568

 

Net cash provided by (used in) operating activities

 

1,884,868

 

 

 

1,405,164

 

Cash flows from investing activities:

 

 

 

Purchases of leasing equipment and investments in finance leases

 

(943,062

)

 

 

(3,434,394

)

Proceeds from sale of equipment, net of selling costs

 

296,737

 

 

 

217,078

 

Other

 

(638

)

 

 

(70

)

Net cash provided by (used in) investing activities

 

(646,963

)

 

 

(3,217,386

)

Cash flows from financing activities:

 

 

 

Issuance of preferred shares, net of underwriting discount

 

 

 

 

169,488

 

Purchases of treasury shares

 

(554,095

)

 

 

(82,528

)

Debt issuance costs

 

(10,162

)

 

 

(42,631

)

Borrowings under debt facilities

 

1,952,600

 

 

 

8,690,006

 

Payments under debt facilities and finance lease obligations

 

(2,449,367

)

 

 

(6,635,987

)

Dividends paid on preferred shares

 

(52,112

)

 

 

(45,321

)

Dividends paid on common shares

 

(162,174

)

 

 

(157,312

)

Other

 

(6,824

)

 

 

(4,951

)

Net cash provided by (used in) financing activities

 

(1,282,134

)

 

 

1,890,764

 

Net increase (decrease) in cash, cash equivalents and restricted cash

$

(44,229

)

 

$

78,542

 

Cash, cash equivalents and restricted cash, beginning of period

 

230,538

 

 

 

151,996

 

Cash, cash equivalents and restricted cash, end of period

$

186,309

 

 

$

230,538

 

Supplemental disclosures:

 

 

 

Interest paid

$

208,714

 

 

$

211,412

 

Income taxes paid (refunded)

$

47,010

 

 

$

7,933

 

Right-of-use asset for leased property

$

907

 

 

$

2,517

 

Supplemental non-cash investing activities:

 

 

 

Equipment purchases payable

$

11,817

 

 

$

429,568

 

Use of Non-GAAP Financial Items

We use the terms "Adjusted net income" and "Adjusted return on equity" throughout this press release.

Adjusted net income and Adjusted return on equity are not items presented in accordance with U.S. GAAP and should not be considered as alternatives to, or more meaningful than, amounts determined in accordance with U.S. GAAP, including net income.

Adjusted net income is adjusted for certain items management believes are not representative of our operating performance. Adjusted net income is defined as net income attributable to common shareholders excluding debt termination expenses net of tax, unrealized gains and losses on derivative instruments net of tax, and foreign and other income tax adjustments.

We believe that Adjusted net income is useful to an investor in evaluating our operating performance because this item:

  • is widely used by

Contacts

Andrew Kohl
Vice President
Corporate Strategy & Investor Relations
914-697-2900


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AUSTIN, Texas--(BUSINESS WIRE)--USA Compression Partners, LP (NYSE: USAC) (“USA Compression”) today announced that it filed its Annual Report on Form 10-K for the fiscal year ended December 31, 2022, with the U.S. Securities and Exchange Commission (“SEC”). USA Compression’s Annual Report on Form 10-K is available through its website at www.usacompression.com in the Investor Relations section under SEC Filings, as well as on the SEC’s website at sec.gov. Interested investors may obtain a hard copy of the Annual Report on Form 10-K, including USA Compression's financial statements, free of charge by writing Investor Relations, USA Compression Partners, LP, 111 Congress Avenue, Suite 2400, Austin, TX 78701.


About USA Compression Partners, LP

USA Compression Partners, LP is a growth-oriented Delaware limited partnership that is one of the nation’s largest independent providers of natural gas compression services in terms of total compression fleet horsepower. USA Compression partners with a broad customer base composed of producers, processors, gatherers, and transporters of natural gas and crude oil. USA Compression focuses on providing natural gas compression services to infrastructure applications primarily in high-volume gathering systems, processing facilities, and transportation applications. More information is available at usacompression.com.


Contacts

USA Compression Partners, LP

Mike Pearl, Chief Financial Officer
(832) 823-7306

Julie McEwen, Controller
(512) 369-1389

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HOLLISTER, Calif.--(BUSINESS WIRE)--Yield Resource Management Group (Yield RMG) (formerly dba. LB Technologies), a privately held developer and manager of sustainable agriculture, water and energy projects, has announced a strategic investment by Galway Sustainable Capital (Galway). Galway’s investment facilitates Yield RMG’s acquisition of Central Coast Compost in Hollister, CA, its conversion to a state-of-the-art vermicompost facility and its significant planned expansion. The vermicomposting facility, called Central Coast Worm Farm (CCWF), is currently producing and selling agriculture-grade compost and premium worm castings. Following in Central Coast Compost’s footsteps of focusing on product quality and customer service, CCWF will continue to help businesses and municipalities in the Hollister region divert organic waste from landfills and convert that waste into organic soil amendment products with its novel finishing process using worms.


Worm castings are used in sustainable, regenerative and organic agriculture to address the intertwined challenges of climate change, land and water pollution, and sustainable and healthy agricultural practices. When applied to arable land, the castings replenish and enhance the microbiology of the soil, improving nutrient uptake efficiency, increasing water retention and sequestering carbon. By utilizing organic waste inputs to create natural soil amendments, CCWF diverts waste from landfills and displaces synthetic chemicals that pollute land, water and air. When the expansion of CCWF is complete, it will be one of the largest vermicomposting operations on the West Coast and will supply castings to commercial farm operators, agriculture products distributors, and home and garden centers across the US.

Galway has also provided a strategic investment in Yield RMG to support its development of other vermicomposting, novel water treatment, bio-energy and sustainable agriculture projects in the future.

Chief Executive Officer of Yield RMG, Caleb Adams, stated: “We value our partnership with Galway, a unique investor that is truly committed to sustainability and aligned in our objectives to grow innovative businesses like CCWF which aim to enhance farm outputs while solving interrelated environmental and social issues. In addition to being a strong financial partner, Galway’s team brings deep experience and a creative approach to supporting our vision and expansion plan.”

Galway’s Director of Investments, Rich Baltimore, added: “CCWF and the pipeline of other projects being developed by Yield RMG are focused squarely on addressing some of the most urgent challenges in California’s food, water and waste management economy. Yield RMG’s founders are innovative and driven with long-term, sustainable solutions and the know-how to implement them at scale. Galway is proud to partner with them and support the deployment of those solutions in California and beyond as we advance our shared goal of ensuring a more sustainable future for all.”

ABOUT YIELD RMG

Headquartered in Hollister, CA, Yield RMG was founded by Caleb Adams and Angus Mills. Caleb and Angus have over 28 years of combined experience in the agriculture and waste management sector and have successfully launched several agribusinesses over the years. Their shared interest in technology and markets in the areas of sustainable agriculture and energy infrastructure drives their innovative approach to project and product development. Yield RMG has an impressive track record in building and operating businesses and projects with a unique focus on the production and distribution of sustainable nutrients, biological inputs, the sustainable management and treatment of organic waste, and the development of bio-energy projects.

ABOUT GALWAY SUSTAINABLE CAPITAL

Galway Sustainable Capital is a specialty finance company investing in businesses that hold the promise of a better future for all. We invest in companies, projects and assets that promote environmental and social resilience through locally based solutions, ultimately building platforms that use resources more efficiently. Our investments save energy, reduce greenhouse gas emissions, increase resilience and expand opportunity.


Contacts

Caleb Adams
Yield RMG
Email: This email address is being protected from spambots. You need JavaScript enabled to view it.
Phone: 831-704-6509

Vera Feinhaus
Galway Sustainable Capital
Email: This email address is being protected from spambots. You need JavaScript enabled to view it.
Phone: 771-333-5852

TORONTO--(BUSINESS WIRE)--#cleanenergy--QD Solar Inc., a Toronto-based venture in clean energy developing tandem solar technologies, announced today 3rd party-validated efficiencies of their single junction perovskite cells among the highest efficiencies ever reported for this material class. The 24% efficiency for spin-coated perovskites cells and the 23.2% efficiency for slot-die coated, manufacturing-ready, perovskite cells have been officially confirmed by MKS Instruments/Newport in Utah, USA.



“The silicon-dominated solar industry is suffering from eroding single digit profit margins for the past decade due to fierce worldwide competition. This industry has also suffered from stagnated solar efficiencies, due to fundamental limitations related to the inherit physics of silicon. This industry demands the next generation of bankable solar materials. Deploying low-cost perovskite-based solar will allow our customers, the solar panel manufacturers, to charge premium prices on high-efficiency panels and double their profit margins. That’s huge for the solar industry,” says Dan Shea, CEO of QD Solar and a veteran in the semiconductor industry.

The race for perovskite photovoltaic materials started with efficiencies around 12% in 2012, measured on small lab scale solar devices. Since then, companies and research groups around the world, including that of Prof. Ted Sargent, a co-founder and Scientific advisor of QD Solar, have made drastic improvements culminating in 25+% efficiencies. However, in contrast to other reports on perovskites, QD Solar’s 23.2% efficiency was developed for industrial high-throughput manufacturing based on slot-die coating.

“Our focus on large scale coating is paying off. These certified numbers demonstrate that QD Solar designed a manufacturing process that not only yields high efficiencies for small lab-sized samples but more importantly has been transferred successfully onto coating equipment used for large scale roll-to-roll production,” says Dr. Sjoerd Hoogland, co-founder and CTO. Dr. Hoogland directs the research and development efforts at QD Solar. To him, understanding the fundamentals of perovskites on a nanoscale basis is key for QD Solar to move these advanced materials out of the lab and into an industry that demands high efficiency, long-term stability, and bankability. “Operating in close proximity to the laboratories at the University of Toronto has been invaluable for our success towards commercializing cutting-edge technology. This statement also holds true for the development of various perovskite tandem configurations that include perovskites, silicon, and quantum dots.”

Dr. Armin Fischer, COO of QD Solar who is leading the current fundraising effort together with Dan Shea, noted that “Almost all venture capital groups that we have talked to, are reluctant to invest in a science project but instead in demonstrated scalability that allows for mass manufacturing. Today’s announcement is a big step forward showing that our technology is ready to take the next important step on our product road map. QD Solar’s solar sheets are targeted to be drop-in compatible with standard panels, low-cost, lightweight, flexible, with industry-leading power density.”

About QD Solar Inc.

QD Solar Inc. is a start-up out of Toronto, Canada, commercializing IP-protected world-leading cutting-edge photovoltaic research out of the University of Toronto. The team combines highly efficient perovskites with other solar materials in a tandem configuration to take solar beyond efficiencies achievable using standard silicon technology. As part of Canada’s effort towards a zero-carbon, zero-waste economy, QD Solar was awarded $5.3 Million in non-dilutive funding by SDTC, Canada’s largest federal cleantech fund. For more information please visit: http://www.qdsolarinc.com


Contacts

Dan Shea, CEO, QD Solar
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  • Vast Solar Pty Ltd. (“Vast” or the “Company”) has entered into a Business Combination Agreement with Nabors Energy Transition Corp. (“NETC”). The combined entity will be named Vast and is expected to be listed on the New York Stock Exchange (NYSE) under the ticker symbol “VSTE”, while remaining headquartered in Australia.
  • Vast has developed a proprietary next-generation CSP system that provides clean, dispatchable renewable energy for utility-scale power, industrial heat and clean fuel production applications.
  • Vast’s technology is designed to overcome the manufacturability and reliability issues that slowed the adoption of conventional CSP technology and deliver a levelized cost of energy that is competitive with, or superior to, solar PV plus storage.
  • The Company’s CSP system uses a distributed modular tower design and a sodium heat transfer loop to gather energy from the sun, which is then stored in molten salt for later dispatch as either power or heat. Sodium is a superior thermal conductor which is key to enabling Vast’s modular tower design, and the modular design delivers improved performance, lower cost and reduced risk relative to previous generations of CSP technology.
  • To validate its technology, Vast constructed and operated from 2018 to 2020 a grid-connected 1.1 MW demonstration facility in Forbes, Australia.
  • Vast’s business model is to develop CSP projects using the Company’s technology, supply the equipment required to construct those projects, and provide EPC and O&M services to those projects during and after construction.
  • The Company is currently developing 230MW of projects, including a 30 MW grid-connected facility in Port Augusta, Australia that is expected to become operational in 2025, and a 20 ton per day solar methanol facility that will be co-located with and partially powered by the 30MW plant. Vast also has a multi-GW global pipeline of potential CSP projects.
  • The IEA forecasts deployments of up to 430 GW of new CSP capacity globally by 2050 for on-grid applications alone. Furthermore, CSP deployment for other applications could reach more than a terawatt by 20501.
  • NETC is an affiliate of Nabors Industries Ltd. (“Nabors”) (NYSE: NBR), and this transaction underscores Nabors’ commitment to the energy transition, extending its existing work on internal technology development and venture investments in clean, baseload and scalable energy technologies.
  • The transaction is expected to provide gross proceeds of up to USD $351 million to Vast, comprised of up to USD $286 million from NETC’s trust account (before giving effect to potential redemptions), USD $15 million from each of Nabors and Vast’s existing owner (“AgCentral Energy”) to be funded in a combination of a pre-closing convertible note financing and a private placement of ordinary shares of Vast at closing, and a targeted minimum of USD $35 million of capital from third-party investors.
  • Vast intends to use the proceeds from the transaction to fund project development activities in target markets, equity investments in CSP projects, deployment of manufacturing facilities, continued investment in research and development, pay fees and expenses related to the transaction, and for general corporate purposes.
  • AgCentral Energy and the Company’s management will roll 100% of their interests in Vast into the combined company.
  • The implied equity value of the combined company will be between approximately USD $305 million and USD $586 million depending on the level of redemptions. The transaction is expected to be completed during the second or third quarters of 2023.

HOUSTON & SYDNEY--(BUSINESS WIRE)--Vast Solar Pty Ltd, a renewable energy company specializing in concentrated solar power (CSP) energy systems that generate zero-carbon, utility-scale electricity and industrial heat, and Nabors Energy Transition Corp. (NYSE: NETCU, NETC, NETCW) today announced a definitive agreement for a business combination (the “Transaction” or the “Business Combination”) that would result in Vast becoming a publicly-listed company on the NYSE under the ticker symbol “VSTE”.



World-Leading Innovator in Concentrated Solar Power

Founded in Australia in 2009, Vast’s proprietary CSP system uses a modular tower design and a unique sodium loop for heat transfer to efficiently capture and store solar heat for conversion into clean and renewable electricity and heat. The Company’s system is designed to deliver greater efficiency, simplified permitting, faster construction and more reliable operations when compared to conventional central tower CSP plants.

“Vast’s CSP technology collects and stores the sun’s energy during the day for delivery at any time, making around-the-clock, clean power a reality,” said Craig Wood, Chief Executive Officer of Vast. “While the cost of wind and PV solar have declined significantly, their intermittency remains a key challenge that can only be addressed with storage. By providing clean, renewable energy with low-cost, long-duration storage, our CSP system can be incorporated as dispatchable generation in a way that is not possible using PV solar or wind with batteries. We are excited to partner with NETC to accelerate the deployment of our technology globally.”

“Vast has the potential to deliver low-cost, clean, renewable and dispatchable power and heat, a combination that no other technology has yet been able to achieve,” said Anthony Petrello, President and CEO of NETC and Chairman, President and CEO of Nabors. “With our global footprint, technology and operations expertise, Nabors looks forward to supporting Vast and helping to extend the leadership role Vast has established in the CSP space. We believe the transaction will accelerate the deployment of Vast’s technology, while furthering Nabors’ commitment to 'Energy Without Compromise' and support of companies on the cutting edge of advanced energy technology.”

Concentrated Solar Power Market

As the world transitions towards clean energy solutions, the total addressable market for CSP is poised to grow rapidly, with the International Energy Agency projecting new CSP deployments of up to 430 gigawatts by 2050 for on-grid applications alone1. Further CSP deployment for off-grid baseload-seeking projects, process heat applications, and as the energy input for green fuel production could reach more than a terawatt by 20502. Vast is uniquely positioned to seize opportunities that are in the market right now, as well as those that will develop as the market for CSP grows over the coming decades.

Vast Next-Generation CSP Technology

Vast’s proprietary CSP technology reflects and concentrates the sun’s rays onto solar receivers that capture the sun’s energy as heat in sodium, then transfer the heat to molten salt for high density storage. The stored heat can then be used to generate dispatchable clean power at night by generating steam for a turbine, produce heat directly for industrial purposes, or to deliver a mix of power and heat for the efficient production of green fuels such as green hydrogen, green methanol, sustainable aviation fuels, among others.

Vast’s CSP technology offers several advantages over conventional CSP technologies, including:

  • Sodium Loop for Heat Transfer – use of sodium as the heat transfer fluid unlocks Vast’s modular tower design, enables superior thermal process control, and avoids the need to empty out and restart the solar receivers on a daily basis due to the risk of the molten salt freezing, as is the case with central tower technology. When compared to parabolic trough systems, sodium’s higher operating temperature relative to mineral oil delivers more efficient power cycles, and hence cheaper energy.
  • Modularity – modular systems make better use of the heliostats (mirrors), achieving a 10-20% efficiency gain versus central tower designs, and they remove the single-point-of-failure risk inherent in central tower technology. Additionally, each module’s towers are smaller and less complex making them easier to permit, build, operate and maintain.

Vast’s technology was field validated and proven at the Company’s Forbes, Australia demonstration plant. The 1.1 MW facility successfully synchronized with the grid in 2018 and operated for nearly three years.

Commercial Project Pipeline

The Business Combination will provide Vast with capital to progress its multi-GW pipeline of projects, including four projects in various stages of development:

  • VS1 Port Augusta – Funded by up to AUD $110 million in concessional financing from the Australian Government, and up to AUD $65 million non-dilutive grant from the Australian Renewable Energy Agency (ARENA), Vast is developing a 30 MW/288MWh CSP reference plant in Port Augusta, Australia. Utilizing CSP v3.0 technology, the facility will produce dispatchable renewable electricity on demand for 8 hours overnight.
  • SM1 Port Augusta – The SM1 plant, a world-first green methanol commercial demonstration plant that is designed to produce 20 tons per day of solar methanol, will be fueled in part by the heat and electricity produced by the co-located VS1 Port Augusta reference plant. SM1 is being funded in part by the German-Australian Hydrogen Innovation and Technology Incubator, or HyGATE, via an approximately AUD $40 million non-dilutive grant.
  • VS2 Mount Isa – The 50 MW North West Queensland Hybrid Power Project will combine a solar PV system for daytime power generation, CSP storage for night-time supply, and large-scale batteries and gas turbines for grid firming.
  • VS3 Port Augusta – Permitting is already in place for an expected 150MW CSP plant that will be built on the same site as VS1 and SM1 following successful completion of those projects.

Alignment with Nabors’ Energy Transition Commitment

The Business Combination with Vast demonstrates the commitment that Nabors has made over the past several years to utilize its resources to support the energy transition and reduce carbon footprints globally. Since making this commitment to “Energy Without Compromise”, Nabors has utilized a three-pronged approach, pursuing internal technology development to decarbonize its operations and those of its customers, creating an ecosystem of venture investments in early stage advanced technology companies, and now lending support to Vast’s clean energy mission through the Business Combination with Nabors Energy Transition Corp.

“This transaction lies at the center of what we have been carefully creating and curating at Nabors over the past few years through investing in clean, baseload, scalable energy technologies” said Guillermo Sierra, VP of Energy Transition for NETC and VP of Strategic Initiatives for Nabors. “This transaction should allow Vast’s proprietary CSP technology to be scaled and accelerated by leveraging our global energy technology and operational platform. We believe that Vast will play a key role in solving the storage and dispatch challenges faced by renewable energy and in facilitating the transition to green fuels by providing clean process heat.”

Transaction Overview

Subject to certain conditions, affiliates of Nabors and AgCentral Energy each committed up to $15 million of capital in a combination of a pre-closing convertible note financing and a private placement of ordinary shares of Vast at closing. The Company is targeting a minimum of USD 35 million of additional capital from other third-party investors.

At closing, the balance of NETC’s trust account, net of any redemptions and payment of transaction expenses, will be released to Vast. AgCentral Energy and management will roll 100% of their interests in Vast into the combined company, which the Company believes reflects their support for the combination, as well as confidence in the go-forward prospects for the combined company.

The implied pro forma equity value of Vast is expected to be between USD $305 million and USD $586 million depending on the level of redemptions. Vast’s existing management team will continue to lead the Company following the completion of the transaction.

Vast is expected to remain headquartered in Sydney, Australia.

The Transaction was unanimously approved by the Boards of Directors of NETC and Vast. Completion of the proposed Transaction is subject to customary closing conditions and is anticipated to occur in the second or third quarters of 2023.

Additional information about the proposed Transaction, including a copy of the business combination agreement and the investor presentation, will be provided in a Current Report on Form 8-K to be filed by NETC with the U.S. Securities and Exchange Commission (the “SEC”) and available at www.sec.gov.

Extension

Under NETC’s amended and restated certificate of incorporation, Nabors Energy Transition Sponsor LLC (the “NETC Sponsor”), may deposit into the NETC’s trust account $2,760,000 to extend the date NETC has to consummate its initial business combination by an additional three months, up to two times. Affiliates of NETC Sponsor expect to deposit $2,760,000 into NETC’s trust account prior to February 18, 2023 to extend the date by which NETC has to consummate its initial business combination from February 18, 2023 to May 18, 2023.

Advisors

Guggenheim Securities, LLC acted as exclusive financial advisor to NETC. Vinson & Elkins L.L.P. and King & Wood Mallesons acted as legal advisors to NETC. Milbank LLP acted as legal advisor to Nabors. White & Case LLP and Gilbert + Tobin acted as legal advisors to Vast.

Investor Conference Call Information

Vast and NETC will host a joint investor conference call to discuss the proposed Transaction today, February 14, 2023 at 8:30AM ET.

To listen to the prepared remarks via telephone from the U.S., dial 1-877-407-3982 and an operator will assist you. The call may also be accessed through the following link:
https://callme.viavid.com/viavid/?callme=true&passcode=13735972&h=true&info=company&r=true&B=6

A telephone replay will be available by dialing 1-844-512-2921 if in the U.S, and by dialing 1-412-317-6671 from outside the U.S. The PIN for access to the replay is 13736336. The replay will be available through March 14, 2023.

About Vast

Vast is a world-leading renewable energy company that has developed concentrated solar power (CSP) systems to generate, store and dispatch carbon free, utility-scale electricity, industrial heat, and to enable the production of green fuels. Vast’s unique approach to CSP utilizes a proprietary, modular sodium loop to efficiently capture and convert solar heat into these end products. Vast’s “CSP v3.0” system is easier to permit, build and maintain than larger central tower CSP systems, and it is more efficient.

About Nabors Energy Transition Corp.

Nabors Energy Transition Corp. (NYSE: NETCU, NETC, NETCW) is a blank check company formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses or entities. NETC was formed to identify solutions, opportunities, companies or technologies that focus on advancing the energy transition; specifically, ones that facilitate, improve or complement the reduction of carbon or greenhouse gas emissions while satisfying growing energy consumption across markets globally.

NETC is an affiliate of Nabors Industries, Ltd., a leading provider of advanced technology for the energy industry. By leveraging its core competencies, particularly in drilling, engineering, automation, data science and manufacturing, Nabors, which owns the global industry’s largest fleet of land drilling rigs and equipment, is committed to innovate the future of energy and enable the transition to a lower-carbon world

Important Information about the Business Combination and Where to Find It

This communication does not constitute an offer to sell or the solicitation of an offer to buy any securities or constitute a solicitation of any vote or approval.

In connection with the proposed Business Combination, Vast will file with the SEC a registration statement on Form F-4 (the “Registration Statement”), which will include (i) a preliminary prospectus of Vast relating to the offer of securities to be issued in connection with the proposed Business Combination and (ii) a preliminary proxy statement of NETC to be distributed to holders of NETC’s capital stock in connection with NETC’s solicitation of proxies for vote by NETC’s stockholders with respect to the proposed Business Combination and other matters described in the Registration Statement. NETC and Vast also plan to file other documents with the SEC regarding the proposed Business Combination. After the Registration Statement has been declared effective by the SEC, a definitive proxy statement/prospectus will be mailed to the stockholders of NETC. INVESTORS AND SECURITY HOLDERS OF NETC AND VAST ARE URGED TO READ THE REGISTRATION STATEMENT, THE PROXY STATEMENT/PROSPECTUS CONTAINED THEREIN (INCLUDING ALL AMENDMENTS AND SUPPLEMENTS THERETO) AND ALL OTHER DOCUMENTS RELATING TO THE PROPOSED BUSINESS COMBINATION THAT WILL BE FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED BUSINESS COMBINATION.

Investors and security holders will be able to obtain free copies of the proxy statement/prospectus and other documents containing important information about NETC and Vast once such documents are filed with the SEC, through the website maintained by the SEC at http://www.sec.gov. In addition, the documents filed by NETC may be obtained free of charge from NETC’s website at www.nabors-etcorp.com or by written request to NETC at 515 West Greens Road, Suite 1200, Houston, TX 77067.

Participants in the Solicitation

NETC, Nabors Industries, Ltd. (“Nabors”), Vast and their respective directors and executive officers may be deemed to be participants in the solicitation of proxies from the stockholders of NETC in connection with the proposed Business Combination. Information about the directors and executive officers of NETC is set forth in NETC’s Annual Report on Form 10-K for the year ended December 31, 2021, filed with the SEC on March 28, 2022. To the extent that holdings of NETC’s securities have changed since the amounts printed in NETC’s Annual Report on Form 10-K for the year ended December 31, 2021, such changes have been or will be reflected on Statements of Change in Ownership on Form 4 filed with the SEC. Other information regarding the participants in the proxy solicitation and a description of their direct and indirect interests, by security holdings or otherwise, will be contained in the proxy statement/prospectus and other relevant materials to be filed with the SEC when they become available. You may obtain free copies of these documents as described in the preceding paragraph.

Forward Looking Statements

The information included herein and in any oral statements made in connection herewith include “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. All statements, other than statements of present or historical fact included herein, regarding the proposed Business Combination, NETC’s and Vast’s ability to consummate the proposed Business Combination, the benefits of the proposed Business Combination and NETC’s and Vast’s future financial performance following the proposed Business Combination, as well as NETC’s and Vast’s strategy, future operations, financial position, estimated revenues and losses, projected costs, prospects, plans and objectives of management are forward-looking statements. When used herein, including any oral statements made in connection herewith, the words “could,” “should,” “will,” “may,” “believe,” “anticipate,” “intend,” “estimate,” “expect,” “project,” the negative of such terms and other similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain such identifying words. These forward-looking statements are based on NETC and Vast management’s current expectations and assumptions about future events and are based on currently available information as to the outcome and timing of future events. Except as otherwise required by applicable law, NETC and Vast disclaim any duty to update any forward-looking statements, all of which are expressly qualified by the statements in this section, to reflect events or circumstances after the date hereof. NETC and Vast caution you that these forward-looking statements are subject to risks and uncertainties, most of which are difficult to predict and many of which are beyond the control of NETC and Vast. These risks include, but are not limited to, general economic, financial, legal, political and business conditions and changes in domestic and foreign markets; the inability to complete the Business Combination or the convertible debt and equity financings contemplated in connection with the proposed Business Combination (the “Financing”) in a timely manner or at all (including due to the failure to receive required stockholder or shareholder, as applicable, approvals, or the failure of other closing conditions such as the satisfaction of the minimum trust account amount following redemptions by NETC’s public stockholders and the receipt of certain governmental and regulatory approvals), which may adversely affect the price of NETC’s securities; the inability of the Business Combination to be completed by NETC’s business combination deadline and the potential failure to obtain an extension of the business combination deadline if sought by NETC; the occurrence of any event, change or other circumstance that could give rise to the termination of the Business Combination or the Financing; the inability to recognize the anticipated benefits of the proposed Business Combination; the inability to obtain or maintain the listing of Vast’s shares on a national exchange following the consummation of the proposed Business Combination; costs related to the proposed Business Combination; the risk that the proposed Business Combination disrupts current plans and operations of Vast, business relationships of Vast or Vast’s business generally as a result of the announcement and consummation of the proposed Business Combination; Vast’s ability to manage growth; Vast’s ability to execute its business plan, including the completion of the Port Augusta project, at all or in a timely manner and meet its projections; potential disruption in Vast’s employee retention as a result of the proposed Business Combination; potential litigation, governmental or regulatory proceedings, investigations or inquiries involving Vast or NETC, including in relation to the proposed Business Combination; changes in applicable laws or regulations and general economic and market conditions impacting demand for Vast’s products and services.


Contacts

Vast

For Investors:
Caldwell Bailey
ICR, Inc.
This email address is being protected from spambots. You need JavaScript enabled to view it.

For Media:
Matt Dallas
ICR, Inc.
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Nabors Energy Transition Corp. Contacts

For Investors:
William C. Conroy, CFA
Vice President – Corporate Development & Investor Relations
This email address is being protected from spambots. You need JavaScript enabled to view it.

For Media:
Brian Brooks
Senior Director, Corporate Communications
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