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MALVERN, Pa. & HOUSTON--(BUSINESS WIRE)--Saint-Gobain has signed a 10-year renewable electricity supply agreement (Power Purchase Agreement or PPA) with TotalEnergies for the purchase of solar power for its 145 industrial sites in North America (United States and Canada).



Commenting on this agreement, Mark Rayfield, CEO of Saint-Gobain North America, said: “With this agreement, Saint-Gobain North America will dramatically reduce its CO2 emissions while sending a strong signal to the market that the manufacturing industry is ready to commit to green electricity. This renewable energy project is critical to meeting Saint-Gobain’s commitment to reduce scope 1 and 2 CO2 emissions by 33% by 2030 and to reach carbon neutrality by 2050.”

“We are excited to support Saint-Gobain and be a part of making their sustainable goals in North America a reality, and we look forward to continuing this mutual effort to decarbonize their energy supplies,” said Marc-Antoine Pignon, Managing Director, TotalEnergies Renewables USA. Our ambition in the U.S. is to become a key partner for corporate players committed to achieving carbon neutrality by offering them innovative and cost-effective renewable solutions to decarbonize their electricity consumption.”

This 200 MW PPA is expected to offset Saint-Gobain’s North American CO2 emissions from electricity (scope 2 emissions) by 210,000 Metric Tons per year, a reduction of around 33%. The agreement is expected to start at the end of 2024.

This is the second PPA signed in North America by Saint-Gobain, the first one being a wind project in Blooming Grove, Illinois (United States). The two projects combined are expected to represent a 62% reduction in Saint-Gobain North America’s scope 2 emissions.

The signing of this Power Purchase Agreement follows several other recent actions taken by Saint-Gobain to solidify its commitment towards sustainability:

• In October, the company started up operations at its new electrical powerhouse on its flagship campus in Worcester, Massachusetts, which is projected to reduce the site’s carbon dioxide emissions by 50%.

• Also in October, Saint-Gobain North America at its CertainTeed Gypsum location in Buchanan, New York, in collaboration with three New York partner companies, launched a circular economy initiative, reclaiming waste gypsum wallboard to reuse as feedstock in its production.

• In September, the company announced it will save two million gallons of water per year at its CertainTeed Social Circle, Georgia siding plant after installing a smart water meter system and upgrading manufacturing equipment.

• In August, the company announced its intent to install equipment at its Palatka, Florida gypsum plant that will increase the recycled content in its wallboard products by 18,000 tons/year while also reducing the site’s carbon dioxide emissions by 2,260 tons/year.

• In July, Saint-Gobain announced the upgrade of key equipment at its Buchanan, New York gypsum plant, saving nearly 700,000 kWh of electricity per year and also reducing the plant’s greenhouse gas emissions.

• In June, Saint-Gobain announced a $91 Million CAD investment in its gypsum plant in Montreal, creating the first zero-carbon manufacturing site for wallboard in North America and increasing the plant’s production capacity by 40%.

• In May, Saint-Gobain announced its newly installed recycling technology at its gypsum wallboard plant in Nashville, Arkansas would save 65,000 tons of material per year from landfill.

• In April, Saint-Gobain entered into a recycling partnership at its SageGlass electrochromic glass production site in Faribault, Minnesota, saving 1,000 tons of material per year from landfill over the next five years.

• In March, Saint-Gobain North America announced it would install heat recovery technology at its CertainTeed gypsum manufacturing site in Vancouver, British Columbia, which will reduce the plant’s carbon dioxide emissions by 10% and improve its energy efficiency.

• Also in March, Saint-Gobain announced that through its virtual Power Purchase Agreement with the Blooming Grove Wind Farm in McLean County, Illinois, and additional renewables contracting, the company received renewable energy certificates that effectively reduced approximately 33% of its CO2 emissions from electricity usage in 2021 in the United States and Canada.

• In February, the company invested $32 Million to upgrade equipment at its CertainTeed insulation plant in Chowchilla, California, reducing the facility’s carbon footprint by more than 4,000 metric tons per year.

• In January, Saint-Gobain North America donated a zero energy-ready house in Canton, Ohio, made with more than 20 of its own products, to Habitat for Humanity.

ABOUT SAINT-GOBAIN

Worldwide leader in light and sustainable construction, Saint-Gobain designs, manufactures and distributes materials and services for the construction and industrial markets. Its integrated solutions for the renovation of public and private buildings, light construction and the decarbonization of construction and industry are developed through a continuous innovation process and provide sustainability and performance. The Group’s commitment is guided by its purpose, “MAKING THE WORLD A BETTER HOME.”
€44.2 billion in sales in 2021
166,000 employees, locations in 76 countries
Committed to achieving Carbon Neutrality by 2050

For more information about Saint-Gobain,
visit www.saint-gobain.com and follow us on Twitter @saintgobain

ABOUT TOTALENERGIES

TotalEnergies is a global multi-energy company that produces and markets energies: oil and biofuels, natural gas and green gases, renewables and electricity. Our more than 100,000 employees are committed to energy that is ever more affordable, cleaner, more reliable and accessible to as many people as possible. Active in more than 130 countries, TotalEnergies puts sustainable development in all its dimensions at the heart of its projects and operations to contribute to the well-being of people.


Contacts

Analyst/Investor relations
Vivien Dardel : +33 1 88 54 29 77
Floriana Michalowska : +33 1 88 54 19 09
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Press relations
Patricia Marie : +33 1 88 54 26 83
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Media
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Third Quarter 2022 Highlights


  • Significant progress towards previously announced separation, including the appointment of Aaron W. Saak as Crane NXT President and CEO; Remain on-track to complete separation in early April 2023.
  • GAAP net loss of $1.06 per share, inclusive of $2.89 per share after-tax loss on the August divestiture that permanently removed all asbestos related liabilities and obligations from Crane's balance sheet.
  • Adjusted earnings per diluted share (adjusted EPS) was $1.86.
  • Adjusting midpoint of GAAP earnings per diluted share (EPS) guidance primarily to reflect the third quarter loss on the asbestos transaction, and narrowing to a range of $6.58-$6.72, from a range of $9.80-$10.20.
  • Reaffirming the midpoint of adjusted EPS guidance, and narrowing the range to $7.58-$7.72, from a range of $7.45-$7.85.

STAMFORD, Conn.--(BUSINESS WIRE)--Crane Holdings, Co. (NYSE:CR), a diversified manufacturer of highly engineered industrial products, reported third quarter 2022 financial results and reaffirmed the midpoint of its full-year 2022 adjusted EPS guidance.

Max Mitchell, Crane Holdings, Co. President and Chief Executive Officer stated: “We delivered another quarter of very strong results with clear evidence of our execution in adjusted operating margins of 17.6%. We also saw continued momentum across industrial end markets, with core order growth up 10% and core backlog growth of 26%. End market demand remains robust, but our core sales growth of 2% reflects the supply chain constraints that continue to impact everyone in our key markets. However, we are successfully navigating this environment, and are confident in our ability to achieve our narrowed full year adjusted earnings guidance range, while our strong backlog positions us for accelerating growth as supply chain conditions improve over the next several quarters."

Mr. Mitchell concluded: "In addition to consistently delivering strong operating results, we continue to make progress positioning our businesses and portfolio for accelerating growth. We have incredible momentum across all of our businesses with significant investments in technology and strategic growth initiatives to drive outperformance compared to our peers, and we are actively pursuing inorganic growth as well, with activity on a number of potential acquisitions. Further, progress towards our planned early April 2023 separation is progressing smoothly, and we continue to believe that the separation will permit each post-separation company to optimize its investments and capital allocation policies to further accelerate growth and unlock shareholder value."

Third Quarter 2022 Results

Third quarter 2022 GAAP net loss per share of $1.06 included an after-tax loss of $162 million, or $2.89 per share, on the August divestiture of asbestos-related assets and liabilities and other Special Items, net, of $0.03, and compared to EPS of $1.96 in the third quarter of 2021. Third quarter 2022 adjusted EPS was $1.86, compared to $1.98 in the third quarter of 2021, with the decline driven by a $0.19 impact from the reversion to a more normal tax rate compared to the 15.3% tax rate in the third quarter of last year, and the expected $0.16 year-over-year impact from the May 2022 divestiture of Crane Supply. (Please see the attached Non-GAAP Financial Measures tables for a detailed reconciliation of reported results to adjusted measures.)

Third quarter 2022 sales were $815 million, a decrease of $79 million, or 9%, compared to the third quarter of 2021. Core sales growth of $17 million, or 2%, was more than offset by a $60 million, or 7%, divestiture impact, and a $36 million, or 4%, impact from unfavorable foreign exchange.

Core year-over-year order growth of 10% in the third quarter was more than offset by a 6% divestiture impact and a 5% impact from unfavorable foreign exchange. Total year-over-year backlog growth of 18% was driven by 26% core backlog growth, partially offset by a 6% impact from unfavorable foreign exchange and a 2% divestiture impact.

Third quarter 2022 GAAP operating loss of $31 million compared to operating profit of $145 million in the third quarter of 2021. GAAP operating profit margin was negative 3.8%, compared to 16.2% last year, with the decline driven primarily by the loss on the divestiture of asbestos-related assets and liabilities; higher transaction costs, inflation, and lower volumes were approximately offset by pricing actions and productivity. Third quarter 2022 adjusted operating profit was $144 million, compared to $146 million last year. Adjusted operating profit margin was 17.6%, compared to 16.4% last year, driven by pricing actions and productivity that more than offset the impact of inflation and lower volumes. (Please see the attached Non-GAAP Financial Measures tables for a detailed reconciliation of reported results to adjusted measures.)

Summary of Third Quarter 2022 Results

 

 

Third Quarter

 

Change

(dollars in millions)

 

2022

 

2021

 

$

 

%

Net sales

 

$

815

 

 

$

894

 

 

$

(79

)

 

(9)%

Core sales

 

 

 

 

 

 

17

 

 

2%

Foreign exchange

 

 

 

 

 

 

(36

)

 

(4)%

Divestiture impact

 

 

 

 

 

 

(60

)

 

(7)%

 

 

 

 

 

 

 

 

 

Operating (loss) profit

 

$

(31

)

 

$

145

 

 

$

(176

)

 

NM

Adjusted operating profit*

 

$

144

 

 

$

146

 

 

$

(3

)

 

(2)%

 

 

 

 

 

 

 

 

 

Operating profit margin

 

 

(3.8

%)

 

 

16.2

%

 

 

 

NM

Adjusted operating profit margin*

 

 

17.6

%

 

 

16.4

%

 

 

 

120bps

 

*Please see the attached Non-GAAP Financial Measures tables

Cash Flow and Other Financial Metrics

Cash used for operating activities in the first nine months of 2022 was $378 million, compared to cash provided by operating activities of $327 million in the first nine months of 2021. Cash used for operating activities in the first nine months of 2022 included outflows of $591 million related to the August divestiture of asbestos-related assets and liabilities and other portfolio actions. Capital expenditures in the first nine months of 2022 were $37 million, compared to $27 million last year. Free cash flow (cash provided by operating activities less capital spending) for the first nine months of 2022 was negative $415 million, compared to positive $300 million last year. Adjusted free cash flow (free cash flow less the cash outflows associated with the divestiture of asbestos-related assets and liabilities and other portfolio actions) for the first nine months of 2022 was $176 million, compared to $300 million last year.

The Company held cash of $439 million as of September 30, 2022, compared to $451 million as of September 30, 2021. Total debt was $1,243 million as of September 30, 2022, compared to $842 million as of September 30, 2021, with the increase related to the August asbestos divestiture transaction.

Rich Maue, Crane Holdings, Co. Senior Vice President and Chief Financial Officer, added: "Our current balance sheet is very strong, and paired with our consistent, robust free cash flow generation, we have significant flexibility to optimize the capital structures for the post-separation companies in a manner that positions them both for growth and value creation. We expect that immediately after the early April separation Crane Company and Crane NXT will each have more than $1 billion in acquisition capacity to further accelerate growth."

Third Quarter 2022 Segment Results

All comparisons detailed in this section refer to operating results for the third quarter 2022 versus the third quarter 2021.

Aerospace & Electronics

 

 

Third Quarter

 

Change

(dollars in millions)

 

 

2022

 

 

 

2021

 

 

$

 

%

Net sales

 

$

167

 

 

$

169

 

 

$

(1

)

 

(1

)%

 

 

 

 

 

 

 

 

 

Operating profit

 

$

28

 

 

$

33

 

 

$

(4

)

 

(13

)%

 

 

 

 

 

 

 

 

 

Operating profit margin

 

 

16.9

%

 

 

19.3

%

 

 

 

(240bps)

Sales of $167 million decreased $1 million, or 1%, compared to the prior year. Operating profit margin of 16.9% compared to 19.3% last year, primarily reflecting unfavorable mix and lower volumes, partially offset by strong productivity and pricing. Aerospace & Electronics' core orders increased 30% in the quarter compared to the prior year, and its order backlog was $592 million as of September 30, 2022 compared to $534 million as of June 30, 2022, $460 million as of December 31, 2021, and $479 million as of September 30, 2021.

Process Flow Technologies

 

 

Third Quarter

 

Change

(dollars in millions)

 

 

2022

 

 

 

2021

 

 

$

 

%

Net sales

 

$

250

 

 

$

299

 

 

$

(49

)

 

(16

)%

Core sales

 

 

 

 

 

 

26

 

 

9

%

Foreign exchange

 

 

 

 

 

 

(15

)

 

(5

)%

Divestiture impact

 

 

 

 

 

 

(60

)

 

(20

)%

 

 

 

 

 

 

 

 

 

Operating profit

 

$

41

 

 

$

44

 

 

$

(3

)

 

(7

)%

Adjusted operating profit*

 

$

42

 

 

$

46

 

 

$

(4

)

 

(9

)%

 

 

 

 

 

 

 

 

 

Operating profit margin

 

 

16.5

%

 

 

14.8

%

 

 

 

170bps

Adjusted operating profit margin*

 

 

16.8

%

 

 

15.5

%

 

 

 

130bps

 

*Please see the attached Non-GAAP Financial Measures tables

Sales of $250 million decreased $49 million, or 16%, driven by a $60 million, or 20%, impact from the divestiture of Crane Supply and a $15 million, or 5%, impact from unfavorable foreign exchange, partially offset by $26 million, or 9%, of core growth. Operating profit margin increased to 16.5%, compared to 14.8% last year, primarily reflecting strong productivity and pricing. Record adjusted operating margin was 16.8%, compared to 15.5% last year. Process Flow Technologies' orders decreased 14% in the quarter compared to the prior year, with 9% core order growth more than offset by a 19% divestiture impact and a 5% impact from unfavorable foreign exchange. Order backlog increased 1% in the quarter compared to the prior year, with 14% core backlog growth partially offset by a 7% impact from unfavorable foreign exchange and a 6% divestiture impact. Process Flow Technologies order backlog was $354 million as of September 30, 2022, $349 million as of June 30, 2022, $358 million as of December 31, 2021, and $351 million as of September 30, 2021.

Payment & Merchandising Technologies

 

 

Third Quarter

 

Change

(dollars in millions)

 

 

2022

 

 

 

2021

 

 

$

 

%

Net sales

 

$

335

 

 

$

366

 

 

$

(31

)

 

(8

)%

Core sales

 

 

 

 

 

 

(10

)

 

(3

)%

Foreign exchange

 

 

 

 

 

 

(20

)

 

(6

)%

 

 

 

 

 

 

 

 

 

Operating profit

 

$

87

 

 

$

84

 

 

$

3

 

 

4

%

Adjusted operating profit*

 

$

87

 

 

$

83

 

 

$

4

 

 

5

%

 

 

 

 

 

 

 

 

 

Operating profit margin

 

 

25.9

%

 

 

22.9

%

 

 

 

300bps

Adjusted operating profit margin*

 

 

25.9

%

 

 

22.6

%

 

 

 

330bps

 

*Please see the attached Non-GAAP Financial Measures tables

Sales of $335 million decreased $31 million, or 8%, compared to record sales in the third quarter of 2021, driven by a $20 million, or 6%, impact from unfavorable foreign exchange and a $10 million, or 3%, decline in core sales. Operating profit margin increased to a record 25.9%, from 22.9% last year, primarily reflecting strong pricing and productivity, partially offset by lower volumes. Record adjusted operating profit margin of 25.9% compared to 22.6% last year. Payment & Merchandising Technologies' orders decreased 4% in the quarter compared to the prior year, with 4% core order growth more than offset by a 7% impact from unfavorable foreign exchange. Order backlog increased 29% compared to the prior year, with 41% core backlog growth, partially offset by a 12% impact from unfavorable foreign exchange. Payment & Merchandising Technologies' order backlog was $500 million as of September 30, 2022, $482 million as of June 30, 2022, $438 million as of December 31, 2021, and $388 million as of September 30, 2021.

Engineered Materials

 

 

Third Quarter

 

Change

(dollars in millions)

 

 

2022

 

 

 

2021

 

 

$

 

%

Net sales

 

$

63

 

 

$

60

 

 

$

3

 

4

%

 

 

 

 

 

 

 

 

 

Operating profit

 

$

7

 

 

$

7

 

 

$

 

%

Adjusted operating profit*

 

$

7

 

 

$

7

 

 

$

 

%

 

 

 

 

 

 

 

 

 

Operating profit margin

 

 

10.7

%

 

 

10.9

%

 

 

 

(20bps)

Adjusted operating profit margin*

 

 

10.8

%

 

 

10.9

%

 

 

 

(10bps)

 

*Please see the attached Non-GAAP Financial Measures tables

Sales of $63 million increased $3 million, or 4%, compared to the prior year. Operating profit margin declined to 10.7%, from 10.9%, driven primarily by lower volumes and inflation partially offset by strong pricing. Adjusted operating profit margin declined to 10.8%, from 10.9%.

2022 Outlook and Guidance

We are adjusting the midpoint of our full year 2022 GAAP EPS guidance primarily to reflect the third quarter after-tax charges of $2.83 per share related to the August asbestos entity sale transaction, and we are narrowing the range to $6.58-$6.72, from our prior range of $9.80-$10.20.

We are reaffirming the midpoint of our adjusted EPS guidance, and narrowing the range to $7.58-$7.72, from our prior range of $7.45-$7.85.

We expect 2022 adjusted free cash flow (cash provided by operating activities less capital spending, and less the cash outflows associated with the divestiture of asbestos-related assets and liabilities and other portfolio actions) of $350 million-$390 million, excluding approximately $615 million of cash flow items related to 2022 portfolio actions and the asbestos divestiture transaction. (Please see the attached non-GAAP Financial Measures tables.)

Conference Call

Crane Holdings, Co. has scheduled a conference call to discuss the third quarter financial results on Tuesday, October 25, 2022 at 10:00 A.M. (Eastern). All interested parties may listen to a live webcast of the call at http://www.craneco.com. An archived webcast will also be available to replay this conference call directly from the Company’s website under Investors, Events & Presentations. Slides that accompany the conference call will be available on the Company’s website.

About Crane Holdings, Co.

Crane Holdings, Co. is a diversified manufacturer of highly engineered industrial products. Founded in 1855, Crane provides products and solutions to customers across end markets including aerospace, defense, chemical and petrochemical, water and wastewater, payment automation, and banknote security and production, as well as for a wide range of general industrial and consumer applications. The Company has four business segments: Aerospace & Electronics, Process Flow Technologies, Payment & Merchandising Technologies, and Engineered Materials. Crane has approximately 11,000 employees in the Americas, Europe, the Middle East, Asia and Australia. Crane is traded on the New York Stock Exchange (NYSE:CR). For more information, visit www.craneco.com.

Forward-Looking Statements Disclaimer

This press release contains forward-looking statements within the meaning of the federal securities laws. Forward-looking statements include all statements that are not historical statements of fact and those regarding our intent, belief, or expectations, including, but not limited to: statements regarding Crane’s and the ultimate spin-off company’s (“SpinCo”) portfolio composition and their relationship following the business separation; the anticipated timing, structure, benefits, and tax treatment of the separation transaction; benefits and synergies of the separation transaction; strategic and competitive advantages of each of Crane and SpinCo; future financing plans and opportunities; and business strategies, prospects and projected operating and financial results. In addition, there is also no assurance that the separation transaction will be completed, that Crane’s Board of Directors will continue to pursue the separation transaction (even if there are no impediments to completion), that Crane will be able to separate its businesses or that the separation transaction will be the most beneficial alternative considered. We caution investors not to place undue reliance on any such forward-looking statements.

Words such as “anticipate(s),” “expect(s),” “intend(s),” “plan(s),” “believe(s),” “may,” “will,” “would,” “could,” “should,” “seek(s),” and similar expressions, or the negative of these terms, are intended to identify such forward-looking statements. These statements are based on management’s current expectations and beliefs and are subject to a number of risks and uncertainties that could lead to actual results differing materially from those projected, forecasted or expected. Although we believe that the assumptions underlying the forward-looking statements are reasonable, we can give no assurance that our expectations will be attained.

Risks and uncertainties that could cause actual results to differ materially from our expectations include, but are not limited to: changes in global economic conditions (including inflationary pressures) and geopolitical risks, including macroeconomic fluctuations that may harm our business, results of operation and stock price; the continuing effects from the coronavirus pandemic on our business and the global and U.S. economies generally; information systems and technology networks failures and breaches in data security, theft of personally identifiable and other information, non-compliance with our contractual or other legal obligations regarding such information; our ability to source components and raw materials from suppliers, including disruptions and delays in our supply chain; demand for our products, which is variable and subject to factors beyond our control; governmental regulations and failure to comply with those regulations; fluctuations in the prices of our components and raw materials; loss of personnel or being able to hire and retain additional personnel needed to sustain and grow our business as planned; risks from environmental liabilities, costs, litigation and violations that could adversely affect our financial condition, results of operations, cash flows and reputation; risks associated with conducting a substantial portion of our business outside the U.S.; being unable to identify or complete acquisitions, or to successfully integrate the businesses we acquire, or complete dispositions; adverse impacts from intangible asset impairment charges; potential product liability or warranty claims; being unable to successfully develop and introduce new products, which would limit our ability to grow and maintain our competitive position and adversely affect our financial condition, results of operations and cash flow; significant competition in our markets; additional tax expenses or exposures that could affect our financial condition, results of operations and cash flows; inadequate or ineffective internal controls; specific risks relating to our reportable segments, including Aerospace & Electronics, Process Flow Technologies, Payment & Merchandising Technologies and Engineered Materials; the ability and willingness of Crane and SpinCo to meet and/or perform their obligations under any contractual arrangements that are entered into among the parties in connection with the separation transaction and any of their obligations to indemnify, defend and hold the other party harmless from and against various claims, litigation and liabilities; and the ability to achieve some or all the benefits that we expect to achieve from the separation transaction.

Readers should carefully review Crane’s financial statements and the notes thereto, as well as the section entitled “Risk Factors” in Item 1A of Crane’s Annual Report on Form 10-K for the year ended December 31, 2021 and the other documents Crane and its subsidiaries file from time to time with the SEC. Readers should also carefully review the “Risk Factors” section of the registration statement relating to the business separation, which is expected to be filed by SpinCo with the SEC. These filings identify and address other important risks and uncertainties that could cause actual events and results to differ materially from those contained in the forward-looking statements.

These forward-looking statements reflect management’s judgment as of this date, and Crane assumes no (and disclaims any) obligation to revise or update them to reflect future events or circumstances.

We make no representations or warranties as to the accuracy of any projections, statements or information contained in this document. It is understood and agreed that any such projections, targets, statements and information are not to be viewed as facts and are subject to significant business, financial, economic, operating, competitive and other risks, uncertainties and contingencies many of which are beyond our control, that no assurance can be given that any particular financial projections ranges, or targets will be realized, that actual results may differ from projected results and that such differences may be material. While all financial projections, estimates and targets are necessarily speculative, we believe that the preparation of prospective financial information involves increasingly higher levels of uncertainty the further out the projection, estimate or target extends from the date of preparation. The assumptions and estimates underlying the projected, expected or target results are inherently uncertain and are subject to a wide variety of significant business, economic and competitive risks and uncertainties that could cause actual results to differ materially from those contained in the financial projections, estimates and targets. The inclusion of financial projections, estimates and targets in this press release should not be regarded as an indication that we or our representatives, considered or consider the financial projections, estimates and targets to be a reliable prediction of future events.

This press release does not constitute an offer to sell, or a solicitation of an offer to buy, securities for sale.

(Financial Tables Follow)

CRANE HOLDINGS, CO.

Condensed Statements of Operations Data

(in millions, except per share data)

 

 

Three Months Ended

September 30,

 

Nine Months Ended

September 30,

 

 

2022

 

 

 

2021

 

 

 

2022

 

 

 

2021

 

Net sales:

 

 

 

 

 

 

 

Aerospace & Electronics

$

167.2

 

 

$

168.6

 

 

$

485.8

 

 

$

480.2

 

Process Flow Technologies

 

250.0

 

 

 

299.1

 

 

 

857.4

 

 

 

897.9

 

Payment & Merchandising Technologies

 

335.1

 

 

 

365.8

 

 

 

1,001.7

 

 

 

1,031.4

 

Engineered Materials

 

62.8

 

 

 

60.3

 

 

 

205.9

 

 

 

173.3

 

Total net sales

$

815.1

 

 

$

893.8

 

 

$

2,550.8

 

 

$

2,582.8

 

 

 

 

 

 

 

 

 

Operating (loss) profit:

 

 

 

 

 

 

 

Aerospace & Electronics

$

28.2

 

 

$

32.5

 

 

$

84.4

 

 

$

89.3

 

Process Flow Technologies

 

41.3

 

 

 

44.3

 

 

 

130.9

 

 

 

140.9

 

Payment & Merchandising Technologies

 

86.7

 

 

 

83.7

 

 

 

251.6

 

 

 

247.4

 

Engineered Materials

 

6.7

 

 

 

6.6

 

 

 

26.9

 

 

 

20.7

 

Corporate

 

(31.7

)

 

 

(22.3

)

 

 

(91.2

)

 

 

(62.5

)

Loss on divestiture of asbestos-related assets and liabilities

 

(162.4

)

 

 

 

 

 

(162.4

)

 

 

 

Total operating (loss) profit

$

(31.2

)

 

$

144.8

 

 

$

240.2

 

 

$

435.8

 

 

 

 

 

 

 

 

 

Interest income

$

1.4

 

 

$

0.2

 

 

$

2.3

 

 

$

1.1

 

Interest expense

 

(13.5

)

 

 

(11.0

)

 

 

(36.0

)

 

 

(36.0

)

Gain on sale of business

 

3.8

 

 

 

 

 

 

232.5

 

 

 

 

Miscellaneous, net

 

4.5

 

 

 

3.6

 

 

 

22.8

 

 

 

17.2

 

(Loss) income before income taxes

 

(35.0

)

 

 

137.6

 

 

 

461.8

 

 

 

418.1

 

Provision for income taxes

 

24.3

 

 

 

21.0

 

 

 

157.9

 

 

 

54.8

 

Net (loss) income attributable to common shareholders

$

(59.3

)

 

$

116.6

 

 

$

303.9

 

 

$

363.3

 

 

 

 

 

 

 

 

 

(Loss) earnings per diluted share

$

(1.06

)

 

$

1.96

 

 

$

5.30

 

 

$

6.14

 

 

 

 

 

 

 

 

 

Average diluted shares outstanding

 

56.1

 

 

 

59.5

 

 

 

57.3

 

 

 

59.2

 

Average basic shares outstanding

 

56.1

 

 

 

58.7

 

 

 

56.5

 

 

 

58.5

 

 

 

 

 

 

 

 

 

Supplemental data:

 

 

 

 

 

 

 

Cost of sales

$

485.6

 

 

$

556.3

 

 

$

1,547.4

 

 

$

1,593.5

 

Selling, general & administrative

 

198.3

 

 

 

192.7

 

 

 

600.8

 

 

 

553.5

 

Transaction related expenses 1

 

11.5

 

 

 

0.6

 

 

 

37.2

 

 

 

1.3

 

Repositioning related charges (gains), net 1

 

0.8

 

 

 

0.8

 

 

 

3.8

 

 

 

(8.6

)

Depreciation and amortization 1

 

28.8

 

 

 

29.1

 

 

 

89.8

 

 

 

91.4

 

Stock-based compensation expense 1

 

5.9

 

 

 

6.2

 

 

 

17.8

 

 

 

18.6

 

 

 

 

 

 

 

 

 

1 Amounts included within Cost of sales and/or Selling, general & administrative costs.


Contacts

Jason D. Feldman
Vice President, Investor Relations
203-363-7329
www.craneco.com


Read full story here

DUBLIN--(BUSINESS WIRE)--The "EMEA Market Outlook - Electric Vehicles and Charging Infrastructure 2020-2030" report has been added to ResearchAndMarkets.com's offering.


With the increase in electrification, in most countries in the EMEA region, the number of EVs is expected to increase dramatically in the coming years. This in turn will lead to a higher number of private charging points, specifically in the residential sector.

With stricter directives for electrification, released under the European Green Deal in July 2021, coming into play, many more countries have started investing in their charging infrastructure. This includes chargers installed in residential, destination and en route applications specifically.

To meet country-level electrification targets, many Charging Point Operators (CPOs) and businesses are shifting their focus on installing charging points across major roads, highways and destination locations. Chargers installed in these locations will mostly include DC charging.

There is significant growth to be seen in the DC 0-30kW category with a CAGR of 102% from 2020 -2030. Most of these chargers will be deployed in workplaces, depots and multi-family homes. This increase is largely due to the up-and-coming V2G technology which is highly likely to gain some market share in the future.

AC chargers, with capacity less than 11 kW, will eventually lose market share in the public charging landscape except in a few countries like the UK, where on-street charging is very much in focus.

Public charging infrastructure in most countries is shifting from low power 50kW DC to higher capacities of DC, whereas for private charging, most governments such as Germany are incentivizing the installation of AC charging points with capacity 11 kW or more.

Key Topics Covered:

1. Definitions

2. Executive Summary

3. EV Charging Policies & Incentives

I. E-Mobility Targets and Milestones

II. EVSE incentives of leading Markets in EMEA

4. Market Sizing

I. Electric Vehicles

II. Electric Vehicle Charging Infrastructure

5. Competitive Analysis

I. Market Shares

II. Top Suppliers

6. Market Trends

I. Policies, Incentives & Plans

II. Mergers & Acquisitions

III. Technology Innovation

Companies Mentioned

  • ABB
  • ABL Mobility
  • Alfen
  • Bosch
  • BP Pulse
  • Chargeit Mobility
  • Chargepoint
  • Compleo Charging Solutions
  • CTEK Mobility
  • DBT
  • Delta
  • Easee
  • Efacec
  • EO Charging
  • EV Box
  • G- Mobility
  • Garo
  • Heidelberger
  • IES-Synergy
  • Kempower
  • Lafon
  • Mennekes
  • MyEnergi
  • NewMotion
  • Podpoint
  • Schneider Electric
  • Swarco
  • Tesla
  • Tritium
  • Ubitricity
  • Wallbox
  • Zaptec

For more information about this report visit https://www.researchandmarkets.com/r/tnr419


Contacts

ResearchAndMarkets.com
Laura Wood, Senior Press Manager
This email address is being protected from spambots. You need JavaScript enabled to view it.

For E.S.T Office Hours Call 1-917-300-0470
For U.S./ CAN Toll Free Call 1-800-526-8630
For GMT Office Hours Call +353-1-416-8900

  • Third Quarter Net Income of $63.2 Million and Earnings Per Share of $6.32
  • Petroleum Additives Nine Months Operating Profit of $261.1 Million, Up 8.6% versus 2021
  • 499,275 Shares Repurchased during First Nine Months of 2022

RICHMOND, Va.--(BUSINESS WIRE)--NewMarket Corporation (NYSE:NEU) Chairman and Chief Executive Officer, Thomas E. Gottwald, released the following earnings report of the Company’s operations for the third quarter and first nine months of 2022.

Net income for the third quarter of 2022 was $63.2 million, compared to net income of $52.0 million for the third quarter of 2021. Earnings per share increased to $6.32 per share from $4.80 per share in the prior year period. For the first nine months of 2022, net income was $189.0 million, or $18.60 per share, compared to net income of $173.7 million, or $15.94 per share, for the first nine months of last year.

Sales for the petroleum additives segment for the third quarter of 2022 were $692.7 million, up from $619.1 million in the third quarter of 2021. Petroleum additives operating profit for the third quarter of 2022 was $83.0 million, compared to $72.1 million for the same period last year. The increase was mainly due to increased selling prices partially offset by higher raw material and operating costs and decreased shipments. Shipments between quarterly periods were down 8.5%, with decreases in both lubricant additives and fuel additives shipments across all regions except Latin America, which reported an increase in fuel additives shipments.

Petroleum additives sales for the first nine months of the year were $2.1 billion, compared to sales in the first nine months of last year of $1.8 billion. Petroleum additives operating profit for the first nine months of the year was $261.1 million compared to $240.4 million for the same period last year. The increase was due mainly to increased selling prices partially offset by higher raw material and operating costs. Shipments decreased 1.3% between periods, with decreases in both lubricant additives and fuel additives shipments. All regions except Europe contributed to the decrease in lubricant additives shipments. Europe and Asia Pacific were the primary drivers for the decrease in fuel additives shipments, partially offset by increases in North America and Latin America.

We are pleased with our strong petroleum additives sales in 2022. However, our operating margin for the first nine months of 2022 was 12.6% compared to 13.6% in the prior-year nine month period. We have seen progress in our efforts to recover margins and control costs, but we are still being challenged by the ongoing inflationary environment. Margin recovery and cost control will continue to be a priority for the remainder of this year and into 2023, so that our margins will again be consistent with our historical ranges. Worldwide supply chain disruptions continue to negatively impact our business and we are working to resolve the supply chain issues to meet our customers’ growing needs.

During the first nine months of 2022, we paid dividends of $63.8 million, repurchased 499,275 shares of our common stock for a total of $155.2 million, and funded capital expenditures of $40.4 million.

Our views toward the fundamentals of our industry remain unchanged with the petroleum additives market growing at 1% to 2% for the foreseeable future, and we expect to exceed that growth rate.

We continue to make decisions to promote long-term value for our shareholders and customers, and we remain focused on our long-term objectives. This is evidenced by our ongoing investments in supply capability and our technology- driven initiatives. We believe the fundamentals of how we run our business - a long-term view, safety-first culture, customer-focused solutions, technology-driven product offerings, and world-class supply chain capability - will continue to be beneficial for all our stakeholders.

Sincerely,

Thomas E. Gottwald

The petroleum additives segment consists of the North America (the United States and Canada), Latin America (Mexico, Central America, and South America), Asia Pacific, and Europe/Middle East/Africa/India (Europe or EMEAI) regions.

The Company has disclosed the non-GAAP financial measure EBITDA and the related calculation in the schedules included with this earnings release. EBITDA is defined as income from continuing operations before the deduction of interest and financing expenses, income taxes, depreciation (on property, plant and equipment) and amortization (on intangibles and lease right-of-use assets). The Company believes that even though this item is not required by or presented in accordance with United States generally accepted accounting principles (GAAP), this additional measure enhances understanding of the Company’s performance and period to period comparability. The Company believes that this item should not be considered an alternative to net income determined under GAAP.

As a reminder, a conference call and Internet webcast is scheduled for 3:00 p.m. EDT on Tuesday, October 25, 2022 to review third quarter 2022 financial results. You can access the conference call live by dialing 1-888-506-0062 (domestic) or 1-973-528-0011 (international) and requesting the NewMarket conference call. To avoid delays, callers should dial in five minutes early. A teleconference replay of the call will be available until November 1, 2022 at 3:00 p.m. EDT by dialing 1-877-481-4010 (domestic) or 1-919-882-2331 (international). The replay passcode number is 46748. The call will also be broadcast via the Internet and can be accessed through the Company’s website at www.NewMarket.com or www.webcaster4.com/Webcast/Page/2001/46748. A webcast replay will be available for 30 days.

NewMarket Corporation, through its subsidiaries Afton Chemical Corporation and Ethyl Corporation, develops, manufactures, blends, and delivers chemical additives that enhance the performance of petroleum products. From custom-formulated additive packages to market-general additives, the NewMarket family of companies provides the world with the technology to make engines run smoother, machines last longer, and fuels burn cleaner.

Some of the information contained in this press release constitutes forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Although NewMarket’s management believes its expectations are based on reasonable assumptions within the bounds of its knowledge of its business and operations, there can be no assurance that actual results will not differ materially from expectations.

Factors that could cause actual results to differ materially from expectations include, but are not limited to, the availability of raw materials and distribution systems; disruptions at production facilities, including single-sourced facilities; hazards common to chemical businesses; the ability to respond effectively to technological changes in our industry; failure to protect our intellectual property rights; sudden, sharp, or prolonged raw material price increases; competition from other manufacturers; current and future governmental regulations; the gain or loss of significant customers; failure to attract and retain a highly-qualified workforce; an information technology system failure or security breach; the occurrence or threat of extraordinary events, including natural disasters, terrorist attacks, wars and health-related epidemics such as the COVID-19 pandemic; risks related to operating outside of the United States; political, economic, and regulatory factors concerning our products; the impact of substantial indebtedness on our operational and financial flexibility; the impact of fluctuations in foreign exchange rates; resolution of environmental liabilities or legal proceedings; limitation of our insurance coverage; our inability to realize expected benefits from investment in our infrastructure or from future acquisitions, or our inability to successfully integrate future acquisitions into our business; the underperformance of our pension assets resulting in additional cash contributions to our pension plans; and other factors detailed from time to time in the reports that NewMarket files with the Securities and Exchange Commission, including the risk factors in Item 1A. “Risk Factors” of our 2021 Annual Report on Form 10-K, which is available to shareholders upon request.

You should keep in mind that any forward-looking statement made by NewMarket in the foregoing discussion speaks only as of the date on which such forward-looking statement is made. New risks and uncertainties arise from time to time, and it is impossible for us to predict these events or how they may affect the Company. We have no duty to, and do not intend to, update or revise the forward-looking statements in this discussion after the date hereof, except as may be required by law. In light of these risks and uncertainties, you should keep in mind that the events described in any forward-looking statement made in this discussion, or elsewhere, might not occur.

NEWMARKET CORPORATION AND SUBSIDIARIES

SEGMENT RESULTS AND OTHER FINANCIAL INFORMATION

(In thousands, except per-share amounts, unaudited)

 

 

Third Quarter Ended
September 30,

 

Nine Months Ended
September 30,

 

 

2022

 

2021

 

2022

 

2021

Revenue:

 

 

 

 

 

 

 

 

Petroleum additives

 

$

692,693

 

 

$

619,070

 

 

$

2,074,018

 

 

$

1,770,555

 

All other

 

 

3,356

 

 

 

3,137

 

 

 

8,222

 

 

 

8,988

 

Total

 

$

696,049

 

 

$

622,207

 

 

$

2,082,240

 

 

$

1,779,543

 

Segment operating profit:

 

 

 

 

 

 

 

 

Petroleum additives

 

$

83,023

 

 

$

72,128

 

 

$

261,130

 

 

$

240,399

 

All other

 

 

(41

)

 

 

(151

)

 

 

(205

)

 

 

(798

)

Segment operating profit

 

 

82,982

 

 

 

71,977

 

 

 

260,925

 

 

 

239,601

 

Corporate unallocated expense

 

 

(4,167

)

 

 

(8,731

)

 

 

(15,389

)

 

 

(16,591

)

Interest and financing expenses

 

 

(8,369

)

 

 

(9,345

)

 

 

(24,859

)

 

 

(24,557

)

Loss on early extinguishment of debt

 

 

0

 

 

 

0

 

 

 

(7,545

)

 

 

0

 

Other income (expense), net

 

 

9,883

 

 

 

7,252

 

 

 

26,312

 

 

 

19,128

 

Income before income tax expense

 

$

80,329

 

 

$

61,153

 

 

$

239,444

 

 

$

217,581

 

Net income

 

$

63,226

 

 

$

52,038

 

 

$

189,016

 

 

$

173,702

 

Earnings per share - basic and diluted

 

$

6.32

 

 

$

4.80

 

 

$

18.60

 

 

$

15.94

 

NEWMARKET CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF INCOME

(In thousands, except per-share amounts, unaudited)

 

 

Third Quarter Ended
September 30,

 

Nine Months Ended
September 30,

 

 

2022

 

2021

 

2022

 

2021

Net sales

 

$

696,049

 

$

622,207

 

$

2,082,240

 

$

1,779,543

Cost of goods sold

 

 

547,742

 

 

483,986

 

 

1,621,294

 

 

1,338,570

Gross profit

 

 

148,307

 

 

138,221

 

 

460,946

 

 

440,973

Selling, general, and administrative expenses

 

 

35,192

 

 

39,729

 

 

109,303

 

 

111,379

Research, development, and testing expenses

 

 

34,388

 

 

35,387

 

 

106,035

 

 

107,241

Operating profit

 

 

78,727

 

 

63,105

 

 

245,608

 

 

222,353

Interest and financing expenses, net

 

 

8,369

 

 

9,345

 

 

24,859

 

 

24,557

Loss on early extinguishment of debt

 

 

0

 

 

0

 

 

7,545

 

 

0

Other income (expense), net

 

 

9,971

 

 

7,393

 

 

26,240

 

 

19,785

Income before income tax expense

 

 

80,329

 

 

61,153

 

 

239,444

 

 

217,581

Income tax expense

 

 

17,103

 

 

9,115

 

 

50,428

 

 

43,879

Net income

 

$

63,226

 

$

52,038

 

$

189,016

 

$

173,702

Earnings per share - basic and diluted

 

$

6.32

 

$

4.80

 

$

18.60

 

$

15.94

Cash dividends declared per share

 

$

2.10

 

$

2.10

 

$

6.30

 

$

5.90

NEWMARKET CORPORATION AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(In thousands, except share amounts, unaudited)

 

 

September 30,
2022

 

December 31,
2021

ASSETS

 

 

 

 

Current assets:

 

 

 

 

Cash and cash equivalents

 

$

71,972

 

 

$

83,304

 

Marketable securities

 

 

0

 

 

 

375,918

 

Trade and other accounts receivable, less allowance for credit losses

 

 

476,061

 

 

 

391,779

 

Inventories

 

 

592,222

 

 

 

498,539

 

Prepaid expenses and other current assets

 

 

33,847

 

 

 

38,633

 

Total current assets

 

 

1,174,102

 

 

 

1,388,173

 

Property, plant, and equipment, net

 

 

653,231

 

 

 

676,770

 

Intangibles (net of amortization) and goodwill

 

 

126,323

 

 

 

127,752

 

Prepaid pension cost

 

 

254,695

 

 

 

242,604

 

Operating lease right-of-use assets, net

 

 

64,213

 

 

 

68,402

 

Deferred charges and other assets

 

 

64,280

 

 

 

54,735

 

Total assets

 

$

2,336,844

 

 

$

2,558,436

 

LIABILITIES AND SHAREHOLDERS' EQUITY

 

 

 

 

Current liabilities:

 

 

 

 

Accounts payable

 

$

285,475

 

 

$

246,097

 

Accrued expenses

 

 

85,549

 

 

 

85,103

 

Dividends payable

 

 

19,357

 

 

 

16,648

 

Income taxes payable

 

 

10,887

 

 

 

4,442

 

Operating lease liabilities

 

 

15,742

 

 

 

15,709

 

Current portion of long-term debt

 

 

0

 

 

 

349,434

 

Other current liabilities

 

 

9,125

 

 

 

7,654

 

Total current liabilities

 

 

426,135

 

 

 

725,087

 

Long-term debt

 

 

1,008,516

 

 

 

789,853

 

Operating lease liabilities - noncurrent

 

 

47,900

 

 

 

52,591

 

Other noncurrent liabilities

 

 

186,917

 

 

 

228,776

 

Total liabilities

 

 

1,669,468

 

 

 

1,796,307

 

Shareholders' equity:

 

 

 

 

Common stock and paid-in capital (with no par value; issued and outstanding shares - 9,871,440 at September 30, 2022 and 10,362,722 at December 31, 2021)

 

 

0

 

 

 

0

 

Accumulated other comprehensive loss

 

 

(148,629

)

 

 

(82,227

)

Retained earnings

 

 

816,005

 

 

 

844,356

 

Total shareholders' equity

 

 

667,376

 

 

 

762,129

 

Total liabilities and shareholders' equity

 

$

2,336,844

 

 

$

2,558,436

 

NEWMARKET CORPORATION AND SUBSIDIARIES

SELECTED CONSOLIDATED CASH FLOW DATA

(In thousands, unaudited)

 

 

Nine Months Ended
September 30,

 

 

2022

 

2021

Net income

 

$

189,016

 

 

$

173,702

 

Depreciation and amortization

 

 

62,160

 

 

 

63,075

 

Loss on early extinguishment of debt

 

 

7,545

 

 

 

0

 

Loss on marketable securities

 

 

2,977

 

 

 

3,414

 

Cash pension and postretirement contributions

 

 

(7,111

)

 

 

(7,820

)

Working capital changes

 

 

(198,637

)

 

 

(98,426

)

Deferred income tax (benefit) expense

 

 

(33,685

)

 

 

6,205

 

Purchases of marketable securities

 

 

(787

)

 

 

(391,429

)

Proceeds from sales and maturities of marketable securities

 

 

372,846

 

 

 

9,894

 

Capital expenditures

 

 

(40,402

)

 

 

(64,025

)

Redemption of 4.10% senior notes

 

 

(350,000

)

 

 

0

 

Issuance of 2.70% senior notes

 

 

0

 

 

 

395,052

 

Cash costs of 4.10% senior notes redemption

 

 

(7,099

)

 

 

0

 

Debt issuance costs

 

 

0

 

 

 

(3,897

)

Net borrowings under revolving credit facility

 

 

218,000

 

 

 

1,000

 

Repurchases of common stock

 

 

(150,754

)

 

 

(91,711

)

Dividends paid

 

 

(63,790

)

 

 

(64,116

)

All other

 

 

(11,611

)

 

 

3,523

 

(Decrease) increase in cash and cash equivalents

 

$

(11,332

)

 

$

(65,559

)

NEWMARKET CORPORATION AND SUBSIDIARIES

NON-GAAP FINANCIAL INFORMATION

(In thousands, unaudited)

 

 

Third Quarter Ended
September 30,

 

Nine Months Ended
September 30,

 

 

2022

 

2021

 

2022

 

2021

Net Income

 

$

63,226

 

$

52,038

 

$

189,016

 

$

173,702

Add:

 

 

 

 

 

 

 

 

Interest and financing expenses, net

 

 

8,369

 

 

9,345

 

 

24,859

 

 

24,557

Income tax expense

 

 

17,103

 

 

9,115

 

 

50,428

 

 

43,879

Depreciation and amortization

 

 

20,143

 

 

20,862

 

 

60,998

 

 

61,780

EBITDA

 

$

108,841

 

$

91,360

 

$

325,301

 

$

303,918

 


Contacts

FOR INVESTOR INFORMATION CONTACT:
Brian D. Paliotti
Investor Relations
Phone: 804.788.5555
Fax: 804.788.5688
Email: This email address is being protected from spambots. You need JavaScript enabled to view it.

Enables Scalability, Improves User Experience and Moves Brand Closer to Achieving Total Visibility

SAN DIEGO--(BUSINESS WIRE)--Road Ready has unveiled its next-generation connectivity platform, Fus1on, a true IoT solution, optimized for cloud computing, that provides the ability to scale delivery of tailored fleet data solutions to commercial transportation customers. Fus1on by Road Ready was unveiled Monday at a press event at the 2022 ATA Management Conference and Exhibition in San Diego and will serve as the new foundation for Road Ready connectivity solutions as the brand thinks beyond smart trailers and toward smart fleets — then to its ultimate goal — solutions that bring total visibility into the supply chain.

“We set out nearly two years ago with a bold vision — to lead the way with breakthrough connected technologies that bring total visibility to the entire supply chain,” said Nada Jiddou, Executive Vice President of Clarience Technologies and General Manager of Road Ready. “The Fus1on platform is a significant leap forward in advancing that vision as we seek to help customers harness the power of the possible.”

Road Ready is owned by Michigan-based Clarience Technologies, a global transportation technology provider whose team of companies include several well-respected names that serve commercial transportation — including Truck-Lite® advanced LED lighting, DAVCO® diesel filtration, ECCO® safety lighting and warning systems and Pressure Systems International® tire pressure monitoring and automatic tire inflation systems.

Imagining a More Seamless Fleet Experience

With technology changing transportation at an accelerating rate, Road Ready set out to create a product that would not only serve customers today but will also continue to serve them as the fundamentals of the transportation industry change with time. To determine the product requirements needed to support this change, the Road Ready team focused on its target customer — the fleet manager — considering all aspects of that person’s typical day. From there, the task was simply to imagine the power of the possible.

“Although most fleet managers will tell you there is no typical day in the job, the pressures they face are striking,” said Mark Johnson, Clarience Technologies Executive Vice President and Chief Marketing Officer. “From the moment they wake up in the morning, the nature of their business requires them to continue to prioritize and reprioritize their day to complete what’s important — urgent priorities impacting today, operational priorities impacting performance this month, and strategic priorities impacting whether or not the company outperforms competitors long term.”

With this insight in mind, Road Ready imagined a scenario where a typical fleet manager relied on a single source of data that could be analyzed and acted upon in different ways throughout the day, from a critical item checklist that prioritizes overnight issues that would be reviewed at home, to a comprehensive fleet performance dashboard that could be shared in real time with the entire fleet operations team to drive key performance indicators. Every scenario included a “single pane of glass” approach showing trailers, tractors, drivers, and all other fleet information in one place.

Building a Foundation to Better Serve Customers

With a clear, customer-focused vision, Road Ready defined the product requirements of the Fus1on platform. To integrate data more easily from a growing number of data sources, Road Ready Fus1on is built as a true IoT platform. The platform is designed to accept and integrate API feeds — a standardized approach that allows disparate apps to exchange data between one another at scale — without the extensive programming time required with custom integration. Fus1on is built to be able to accept an infinite number of APIs, each of which run queries for specific data requested by the Fus1on platform, which helps Fus1ion quickly request, process and display data from multiple sources.

Additionally, Fus1on is purpose-built for cloud computing. For the platform, Road Ready partnered with Amazon Web Services (AWS), leveraging a proven cloud computing system that offers significant built-in features — including leading data security protocols as well as artificial intelligence and robotic process automation functions that will ultimately make Fus1on a safer, more reliable and more advanced connectivity platform.

A Giant Step Toward a Better Customer Experience

The technical architecture of the Fus1on platform only matters for one reason — to deliver a better product to customers. Road Ready wanted to ensure this is not only true at launch, but that the platform will continue to provide a better customer experience over time.

Initially, Fus1on will be introduced as a replacement platform for the current Road Ready and Fleetilla platforms. Soon after launch, Road Ready plans to integrate increased functionality into the platform, including the ability for fleets to see the data from all their assets — trailers, tractors, trucks, containers, and other equipment — all on a single fleet dashboard. Fus1on will also enable near-complete customization opportunities, including the ability to incorporate any data feed they deem necessary, from electronic logging devices (ELDs) to repair service platforms to even enterprise resource planning (ERP) system data.

Ultimately, Road Ready remains steadfast in its pursuit of total supply chain visibility. While that milestone remains on the horizon, the power of the Fus1on platform to rapidly integrate data being generated by the entire supply chain puts the brand one step closer.

“Achieving total supply chain visibility is not impossible — it will happen in the near future,” said Jiddou. “When that day arrives, we will attribute the development of this platform as the major inflection point — giving our entire industry the ability to harness the power of the possible.”

About Road Ready

Road Ready, a Clarience Technologies brand, is a vertically integrated advanced telematics and smart fleet solutions SaaS provider headquartered in Southfield, Michigan. Road Ready offers custom telematics solutions to help fleets manage, optimize, and maximize their assets. Coupled with an expansive network of premier integration partners, customers can do more through a single interface, Road Ready continues to implement groundbreaking research and development to make impactful contributions to the transportation industry.

About Clarience Technologies

Clarience Technologies is a global transportation technology solutions provider serving vehicle manufacturers, aftermarket retailers, commercial fleets and consumers worldwide. Founded in 2020 and based in Southfield, Michigan, the company’s mission is to bring total visibility to transportation by delivering the technologies that keep the world moving forward—made possible by the nearly 3,000 employees who are guided by the company’s CLEAR Principles: Curiosity, Leadership, Enthusiasm, Accountability and Respect. The Clarience Technologies team of companies include Truck-Lite (1955), Road Ready (2017), ECCO Safety Systems (1977), Code 3 (1974), RIGID Industries (2001), Lumitec (2007), DAVCO (1976), LED Autolamps (2002), Pressure Systems International (1993) and Fleetilla (2000). Its track record of meaningful innovation is represented best by its breakthrough innovations over the years that have accelerated progress in transportation. Learn more at www.clariencetechnologies.com


Contacts

Media:
Gabrielle Wiles
Clarience Technologies
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248.846.8237

  • Granite Ridge is listed on the NYSE under the ticker symbol “GRNT”
  • Granite Ridge is a scaled, non-operated oil and gas exploration and production company with an unlevered balance sheet and immediate free cash flow generation
  • Granite Ridge initial enterprise value of $1.2 billion is underpinned by an anticipated 4.9% annual dividend yield and an attractive entry valuation multiple for investors
  • Management team, sponsor economics and governance are highly aligned with public stockholders

DALLAS & BOSTON--(BUSINESS WIRE)--Grey Rock Investment Partners (“Grey Rock”), a Dallas-based investment firm, and Executive Network Partnering Corporation ("ENPC") (NYSE: ENPC), a special purpose acquisition entity, announced today that they have successfully closed the previously announced business combination resulting in the formation of publicly traded Granite Ridge Resources, Inc. (“Granite Ridge”). Granite Ridge’s common stock and warrants are expected to begin trading on the NYSE under the ticker symbols “GRNT” and “GRNT WS”, respectively, on October 25, 2022. Granite Ridge is led by President and Chief Executive Officer Luke Brandenberg and Chief Financial Officer Tyler Farquharson.


“The creation of Granite Ridge is a springboard for growth and a compelling opportunity for investors, driven by the increasing demand for traditional energy,” said Paul Ryan, Chairman of ENPC and former Speaker of the U.S. House of Representatives. “Underpinned by a high-quality asset base, attractive growth profile, and strong balance sheet, I am confident that Granite Ridge will continue to be a testament to our philosophy of matching accomplished executives and great assets, with the proper capital structure to maximize results and value creation.”

“I am honored to lead Granite Ridge as we enter the public market and seize the opportunities created by today’s energy environment,” said Luke Brandenberg, Granite Ridge President and Chief Executive Officer. “As capital continues to dry up for natural resources coupled with a world increasingly reliant on U.S. energy production, we will maintain a strategic approach focusing on non-operated working interests and joint ventures, partnering with experienced operators in the most prolific basins, and leveraging real-time data to build a diversified asset base that creates healthy, risk-adjusted returns while generating substantial value for our stockholders.”

Transaction Details

As a result of the business combination, Granite Ridge owns the non-operated working interests previously held by Grey Rock’s Fund I, Fund II and Fund III portfolios, and such Grey Rock funds and/or their limited partners own equity in Granite Ridge.

Going forward, the Grey Rock team will help manage the Granite Ridge oil and gas assets through a long-term services agreement, providing technical, legal, commercial, acquisition and divestment, and back-office support. Granite Ridge and Grey Rock have agreed that during the term of the services agreement, Granite Ridge and any additional oil and gas-focused funds managed by Grey Rock or its affiliates will have the opportunity to jointly participate in investment opportunities for upstream non-operated oil and gas assets, with 75% of any such future transactions allocated to Granite Ridge and 25% of any such future transactions allocated to oil and gas-focused funds managed by Grey Rock or its affiliates.

Pro Forma Equity Value and Anticipated Dividend Yield

The table below sets forth the pro forma equity value and anticipated dividend yield based on the closing price of ENPC’s Class A common stock as of October 24, 2022:

Pro Forma Equity Value and Anticipated Dividend Yield (Thousands Except Share Price)

Total Shares Outstanding1

132,923

(x) Share Price (Market Close 10/24/2022)2

$9.25

Pro Forma Equity Value

 

$1,229,541

 

Initial Anticipated Annual Dividend

$60,000

 

Implied Annual Dividend Yield

4.9%

 

Debt Drawn at Close

 

$-

1. Excludes impact of 10.35 million public warrants and 371,518 shares held by SPAC sponsor subject to certain vesting and forfeiture conditions.

2. Share price is based on ENPC Class A common stock.

 

 

Advisors

Evercore acted as exclusive financial and capital markets advisor to Grey Rock. Stephens Inc. acted as financial advisor and Capital One Securities acted as capital markets advisor to ENPC. Holland & Knight LLP acted as legal counsel to Grey Rock and Kirkland & Ellis LLP acted as legal counsel to ENPC.

About Grey Rock Investment Partners

Grey Rock Investment Partners is a Dallas-based private equity firm that manages private funds with interests in core areas of the Midland, Delaware, Bakken, Eagle Ford, DJ, and Haynesville plays. With a focus on lower and mid-market non-operated working interests, Grey Rock builds positions with low breakeven costs to provide investors with attractive risk-adjusted returns. Grey Rock was founded and is led by three managing directors: Matt Miller, Griffin Perry, and Kirk Lazarine. For more information, visit www.grey-rock.com

About Executive Network Partnering Corporation

Executive Network Partnering Corporation (NYSE: ENPC) was formed as a partnership among Paul Ryan, as Chairman, who served as the 54th Speaker of the U.S. House of Representatives and currently serves as a Partner at Solamere Capital; Alex Dunn, as CEO, who has served in various senior operating roles at several businesses where he helped grow shareholder value, most recently as President of Vivint SmartHome (NYSE: VVNT); and Solamere Capital, a private equity firm anchored by its network of leading business executives, including former chief executive officers of S&P 500 companies. ENPC was established for the purpose of identifying a company to partner with in order to effectuate a merger, share exchange, asset acquisition, share purchase, reorganization or similar partnering transaction with one or more businesses. For more information, visit https://www.enpc.co/

Forward-Looking Statements

This news release includes certain statements that may constitute “forward-looking statements” within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements include, but are not limited to, statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions. The words “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intends,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “would” and similar expressions may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking. Forward-looking statements may include, for example, statements about the benefits of the proposed business combination; the future financial performance of Granite Ridge; anticipated dividends to be paid by Granite Ridge, Granite Ridge’s strategy, future operations, financial position, estimated revenues and losses, projected costs, prospects, plans and objectives of management. These forward-looking statements are based on information available as of the date of this news release, and current expectations, forecasts and assumptions, and involve a number of judgments, risks and uncertainties. Accordingly, forward-looking statements should not be relied upon as representing Granite Ridge’s views as of any subsequent date, and Granite Ridge does not undertake any obligation to update forward-looking statements to reflect events or circumstances after the date they were made, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws. You should not place undue reliance on these forward-looking statements. As a result of a number of known and unknown risks and uncertainties, Granite Ridge’s actual results or performance may be materially different from those expressed or implied by these forward-looking statements. Some factors that could cause actual results to differ include: (i) the ability to recognize the anticipated benefits of the business combination; (ii) Granite Ridge’s financial performance following the business combination; (iii) changes in Granite Ridge’s strategy, future operations, financial position, estimated revenues and losses, projected costs, prospects and plans; (iv) changes in current or future commodity prices and interest rates; (v) expansion plans and opportunities; (vi) operational risks; (vii) changes in the markets in which Granite Ridge competes; (viii) geopolitical risk and changes in applicable laws or regulations, including those relating to environmental matters; (ix) the fact that reserve estimates depend on many assumptions that may turn out to be inaccurate; (x) the outcome of any known and unknown litigation and regulatory proceedings; (xi) limited liquidity and trading of Granite Ridge’s securities; (xii) market conditions and global and economic factors beyond Granite Ridge’s control, including the potential adverse effects of the COVID-19 pandemic, or another major disease, on capital markets, general economic conditions, global supply chains and Granite Ridge’s business; (xiii) legal and contractual restrictions on Granite Ridge’s ability to declare and issue dividends; and (xiv) other factors and risks identified in the final prospectus of Granite Ridge relating to the business combination, including those under “Risk Factors” therein and other filings made or to be made by Granite Ridge with the Securities and Exchange Commission.


Contacts

Investor and Media Contact:
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LOS ANGELES--(BUSINESS WIRE)--Tuscan Holdings Corp. II (Nasdaq: THCA) (“THCA”), a publicly listed special purpose acquisition company (“SPAC”), and Surf Air Mobility Inc. (“SAM”), a regional air travel company working to accelerate the adoption of green aviation, today announced the filing by SAM with the U.S. Securities and Exchange Commission ("SEC") of a registration statement on Form S-4 (the "Registration Statement") relating to the previously announced proposed business combination of THCA and Surf Air Global Ltd (“Surf Air”), as well as the previously announced proposed acquisition by SAM of Southern Airways Corporation (“Southern”).

The Registration Statement contains a preliminary proxy statement/prospectus to be used in connection with the proposed transactions. Although the Registration Statement has not yet become effective and the information contained therein is subject to change, it provides important information about THCA, Surf Air, Southern and SAM, as well as the proposed transactions.

The transactions, which have been approved by the boards of directors of SAM, Surf Air and THCA, are expected to close in the fourth quarter of 2022, subject to, among other things, effectiveness of the Registration Statement, approval of THCA and Surf Air shareholders, regulatory approvals, and the satisfaction of other customary closing conditions.

About Tuscan Holdings Corp. II

Tuscan Holdings Corp. II (“THCA”) is a special purpose acquisition company formed for the purpose of effecting a merger, stock purchase or similar business combination with one or more differentiated businesses.

About Surf Air Global and Surf Air Mobility

Surf Air Mobility (“SAM”) is a Los Angeles-based electric aviation and air travel company reinventing flying through the power of electrification. The company intends to bring electrified aircraft to market at scale in order to substantially reduce the cost and environmental impact of flying. The management team has deep experience and expertise across aviation, electrification, and consumer technology. Surf Air has a number of notable advisors including Arianna Huffington (founder Huffington Post), Fred Reid (former Virgin America CEO, President Delta and Lufthansa), Jonathan Mildenhall (founder 21st Century Brands, former Airbnb CMO), Dr. David Agus (founder/CEO Ellison Institute), Matthew Anderson (former Roku CMO), and David Anderman (former General Counsel at SpaceX). For more information, visit: https://surfair.com.

Caution Concerning Forward-Looking Statements

Certain statements herein are “forward-looking statements” made pursuant to the safe harbor provisions of the United States Private Securities Litigation Reform Act of 1995. Actual results may differ from their expectations, estimates, and projections and, consequently, you should not rely on these forward-looking statements as predictions of future events. In some cases, you can identify forward-looking statements through the use of words or phrases such as “may”, “should”, “could”, “predict”, “potential”, “believe”, “will likely result”, “expect”, “continue”, “will”, “anticipate”, “seek”, “estimate”, “intend”, “plan”, “projection”, “would” and “outlook”, or the negative version of those words or phrases or other comparable words or phrases of a future or forward-looking nature, but the absence of such words does not mean that a statement is not forward-looking. These forward-looking statements are not historical facts and are based upon estimates and assumptions that, while considered reasonable by SAM and its management, as the case may be, are inherently uncertain. Factors that may cause actual results to differ materially from current expectations include, but are not limited to: the occurrence of any event, change or other circumstances that could give rise to the termination of the definitive agreement with Southern, thereby impeding SAM’s ability to become a leading air mobility platform with scheduled routes and on-demand charter flights operated by Southern and other third-party operators; the Company’s ability to upgrade Southern’s current fleet of nearly 40 Cessna Grand Caravans to hybrid electric aircraft using technology; the ability of the Company’s first generation of electrified aircraft to meaningfully decarbonize aviation and help alleviate the environmental impact of flying by reducing carbon emissions by as much as 50 percent; the occurrence of any event, change or other circumstances that could give rise to the termination of the definitive agreement with respect to the business combination with THCA (the “Business Combination”); the occurrence of any event, change or other circumstances that could give rise to the termination of the definitive agreements with AeroTEC and magniX to accelerate development of electrified commercial aircraft or the inability of SAM to realize the anticipated benefits of the these agreements; the ability of SAM, along with AeroTEC and magniX, to develop and certify hybrid and fully-electric powertrains for new and existing Cessna Grand Caravan aircraft; the outcome of any legal proceedings that may be instituted against SAM; the combined company or others following the announcement of the Business Combination and any definitive agreements with respect thereto; the inability to complete the Business Combination due to the failure to obtain approval of the stockholders of SAM, to obtain financing to complete the Business Combination or to satisfy other conditions to closing; changes to the proposed structure of the Business Combination that may be required or appropriate as a result of applicable laws or regulations or as a condition to obtaining regulatory approval of the Business Combination; the ability to meet stock exchange listing standards following the consummation of the Business Combination; the risk that the Business Combination disrupts current plans and operations of SAM as a result of the announcement and consummation of the Business Combination; the ability to recognize the anticipated benefits of the Business Combination, which may be affected by, among other things, competition, the ability of the combined company to grow and manage growth profitably, maintain relationships with customers and suppliers and retain its management and key employees; costs related to the Business Combination; changes in applicable laws or regulations; the possibility that SAM or the combined company may be adversely affected by other economic, business, regulatory, and/or competitive factors; SAM’s estimates of expenses and profitability; the evolution of the markets in which SAM competes; the ability of SAM to implement its strategic initiatives and continue to innovate its existing products; the ability to respond to failures in our technology or cybersecurity threats affecting our business; the ability to respond to regional downturns or severe weather or catastrophic occurrences or other disruptions or events; the ability to respond to decreases in demand for private aviation services and changes in customer preferences; the ability of SAM to defend its intellectual property and satisfy regulatory requirements and the impact of the COVID-19 pandemic on SAM’s business; and other risks.

Additional Information and Where to Find It

In connection with the proposed business combination, SAM has filed the Registration Statement with the SEC, which includes a preliminary prospectus and preliminary proxy statement. THCA shareholders are urged to read the preliminary prospectus and proxy statement and any amendments thereto and the final prospectus and definitive proxy statement in connection with the solicitation of proxies for the special meeting to be held to approve the proposed transaction, because these documents will contain important information about the THCA, SAM, and the proposed transaction. The final prospectus and definitive proxy statement will be mailed to stockholders of the THCA as of a record date to be established for voting on the proposed transaction. THCA shareholders will also be able to obtain a free copy of the proxy statement, as well as other filings containing information about the THCA, without charge, at the SEC’s website (www.sec.gov) or by calling 1-800-SEC-0330. Copies of the proxy statement and the THCA’s other filings with the SEC can also be obtained, without charge, by directing a request to: This email address is being protected from spambots. You need JavaScript enabled to view it.. Additionally, all documents filed with the SEC can be found on THCA’s website, tuscan-holdings.com. The information contained in, or that can be accessed through, THCA’s or SAM’s website is not incorporated by reference in, and is not part of, this press release.

Neither the SEC nor any state securities regulatory agency has approved or disapproved the transactions described in this press release, passed upon the merits or fairness of the business combination or related transactions or passed upon the adequacy or accuracy of the disclosure in this press release. Any representation to the contrary constitutes a criminal offense.

Participants in the Solicitation

SAM and THCA and their respective directors and officers and other members of management and employees may be deemed participants in the solicitation of proxies in connection with the proposed business combination. THCA stockholders and other interested persons may obtain, without charge, more detailed information regarding directors and officers of THCA in the SPAC’s Annual Report on Form 10-K for the year ended December 31, 2021 and in the Registration Statement. Information regarding the persons who may, under SEC rules, be deemed participants in the solicitation of proxies from THCA’s shareholders in connection with the proposed business combination will be included in the Registration Statement.

No Offer or Solicitation

This press release does not constitute (i) a solicitation of a proxy, consent, or authorization with respect to any securities or in respect of the proposed business combination, or (ii) an offer to sell or the solicitation of an offer to buy any securities, or a solicitation of any vote or approval, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements of the U.S. Securities Act.


Contacts

Media
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Investors
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Software-centric architecture to democratize data and enable innovation

AUSTIN, Texas--(BUSINESS WIRE)--Building on a deep legacy of industry-leading digital automation expertise through its Plantweb™ digital ecosystem, global technology and software company Emerson (NYSE: EMR) today shared its vision of a new software-defined automation architecture designed to catalyze the future of modern manufacturing.


This next-generation architecture will empower companies through “boundless automation” to manage, connect and deliver operational technology (OT) and information technology (IT) data seamlessly and easily across the enterprise. Moving data freely and securely across OT and IT domains – from the intelligent field to the edge and cloud – will enable operational and business performance optimization across the enterprise.

Emerson, drawing upon decades of automation leadership through its preeminent Plantweb digital ecosystem, shared this vision to accelerate manufacturing today at its Emerson Exchange convening nearly 3,000 industrial experts to discuss emerging ways to optimize business and sustainability performance through advanced automation. This vision follows Emerson’s latest expansion of Plantweb with the Aspen Tech industrial software portfolio.

“The industrial sector is facing a pivotal moment, with the intersecting priorities of safety, productivity and sustainability forcing a crossroads between ‘the way things have always been done’ and the tech-powered vision of tomorrow,” said Mark Bulanda, executive president of Emerson’s Automation Solutions business. “As an automation leader with expanding software capabilities through our AspenTech addition, Emerson is well-positioned to help the industries we serve navigate a path to a digital future.”

The automation architecture currently used across the world’s most essential industries was purpose-built with operational data isolated from hardware and software systems. This siloed approach presents a barrier to meaningful data use because separate layers of automation – including sensors and software, cloud-based applications and artificial intelligence – block data access from one layer to the next.

Leveraging automation to its fullest potential requires secure OT data access to put data to work across layers to optimize process, reliability, safety and sustainability simultaneously. New technologies and applications combined with market needs – including “born digital” companies, decentralized operating models and the move toward self-optimized plants – have created demand for a new automation paradigm where a unified software environment streams data across the enterprise effortlessly, when and where it’s needed.

This software-defined, data-centric and app-enabled architecture Emerson outlined at its conference will more easily “democratize” critical data. The automation architecture will easily gather data from devices and modern edge-based technology control systems and securely move it to today’s cloud-based enterprise for analysis, trending and forecasting – enabling tight collaboration between information technology and OT.

“Emerson has been at the forefront of industrial automation innovation breakthroughs for the past four decades, and our commitment continues,” said Peter Zornio, chief technology officer for Emerson’s Automation Solutions business. “The shift to a software-defined architecture across the cloud, edge and intelligent field will eliminate functional and architectural silos, creating a ‘boundless automation’ platform. Such a platform is required to truly enable all the benefits promised by digital transformation applications and programs.”

About Emerson

Emerson (NYSE: EMR), headquartered in St. Louis, Missouri (USA), is a global technology and software company providing innovative solutions for customers in industrial, commercial and residential markets. A leader in industrial automation, Emerson helps process, hybrid and discrete manufacturers optimize operations, protect personnel, reduce emissions and achieve their sustainability goals through its Automation Solutions and AspenTech businesses. Emerson’s Commercial & Residential Solutions business helps ensure human comfort and health, protect food quality and safety, advance energy efficiency and create sustainable infrastructure. For more information, visit Emerson.com.


Contacts

For Emerson
Denise Clarke
512.587.5879
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IRVING, Texas & CALGARY, Alberta--(BUSINESS WIRE)--Fluor Corporation (NYSE: FLR) was awarded a reimbursable front-end engineering and detailed design, engineering and procurement services contract for Imperial as the company progresses plans to develop a world-class renewable diesel complex at its Strathcona refinery near Edmonton, Alberta, Canada. The new complex is expected to be the largest renewable diesel production facility in Canada and will produce approximately 20,000 barrels of renewable diesel per day from locally sourced feedstocks.


Fluor booked the undisclosed contract value in the third quarter of 2022.

“Our involvement in this project underscores our ongoing commitment to helping clients deliver sustainable and lower carbon energy,” said Jim Breuer, group president, Energy Solutions, Fluor Corporation. “By combining Fluor’s global renewables engineering and construction expertise with the company’s extensive local knowledge, Fluor will provide a robust modular execution approach for this project.”

Fluor will design and integrate a new renewable diesel unit into the existing Strathcona refinery. The integration will include a series of utility tie-ins, electrical and control systems integration as well as commodity storage, loading and unloading capabilities.

Fluor in Energy Transition

Fluor delivers energy transition projects across the entire energy value chain that are safely and sustainably designed, built and maintained. Fluor’s breadth of experience includes solutions that help to reduce carbon emissions and to meet clients’ sustainability commitments.

About Fluor Corporation

Fluor Corporation (NYSE: FLR) is building a better future by applying world-class expertise to solve its clients’ greatest challenges. Fluor’s 41,000 employees provide professional and technical solutions that deliver safe, well-executed, capital-efficient projects to clients around the world. Fluor had revenue of $12.4 billion in 2021 and is ranked 259 among the Fortune 500 companies. With headquarters in Irving, Texas, Fluor has provided engineering, procurement and construction services for more than 110 years. For more information, please visit www.fluor.com or follow Fluor on Twitter, LinkedIn, Facebook and YouTube.

#ec


Contacts

Brian Mershon
Media Relations
469.398.7621/864.281.6976

Jason Landkamer
Investor Relations
469.398.7222

HOUSTON--(BUSINESS WIRE)--Helix Energy Solutions Group, Inc. ("Helix") (NYSE: HLX) reported a net loss1 of $18.8 million, or $(0.12) per diluted share, for the third quarter 2022 compared to net losses of $29.7 million, or $(0.20) per diluted share, for the second quarter 2022 and $19.0 million, or $(0.13) per diluted share, for the third quarter 2021. Helix reported adjusted EBITDA2 of $52.6 million for the third quarter 2022 compared to $16.8 million for the second quarter 2022 and $26.5 million for the third quarter 2021.


For the nine months ended September 30, 2022, Helix reported a net loss of $90.5 million, or $(0.60) per diluted share, compared to a net loss of $35.6 million, or $(0.24) per diluted share, for the nine months ended September 30, 2021. Adjusted EBITDA for the nine months ended September 30, 2022 was $71.9 million compared to $87.5 million for the nine months ended September 30, 2021. The table below summarizes our results of operations:

Summary of Results
($ in thousands, except per share amounts, unaudited)
 

 

 

Three Months Ended

 

Nine Months Ended

 

9/30/2022

 

9/30/2021

 

6/30/2022

 

9/30/2022

 

9/30/2021

Revenues

 $

         272,547

 

 

 $

    180,716

 

 

 $

    162,612

 

 

 $

    585,284

 

 

 $

    506,072

 

Gross Profit (Loss)

 $

           39,215

 

 

 $

        3,000

 

 

 $

      (1,354

)

 

 $

      19,252

 

 

 $

      20,754

 

 

 

14

%

 

 

2

%

 

 

(1

)%

 

 

3

%

 

 

4

%

Net Loss1

 $

          (18,763

)

 

 $

    (19,043

)

 

 $

    (29,699

)

 

 $

    (90,493

)

 

 $

    (35,630

)

Diluted Loss Per Share

 $

              (0.12

)

 

 $

        (0.13

)

 

 $

        (0.20

)

 

 $

        (0.60

)

 

 $

        (0.24

)

Adjusted EBITDA2

 $

           52,568

 

 

 $

      26,532

 

 

 $

      16,759

 

 

 $

      71,853

 

 

 $

      87,512

 

Cash and Cash Equivalents3

 $

         162,268

 

 

 $

    237,549

 

 

 $

    260,595

 

 

 $

    162,268

 

 

 $

    237,549

 

Net Debt4

 $

           98,807

 

 

 $

      (4,338

)

 

 $

        4,010

 

 

 $

      98,807

 

 

 $

      (4,338

)

Cash Flows from Operating Activities

 $

           24,650

 

 

 $

      28,712

 

 

 $

      (5,841

)

 

 $

        1,396

 

 

 $

    121,252

 

Free Cash Flow2

 $

           21,847

 

 

 $

      28,138

 

 

 $

      (7,405

)

 

 $

      (3,594

)

 

 $

    113,917

 

 

1

Net loss attributable to common shareholders

2

Adjusted EBITDA and Free Cash Flow are non-GAAP measures; see reconciliations below 

3

Excludes restricted cash of $2.5 million as of 9/30/22 and 6/30/22 and $71.3 million as of 9/30/21

4

Net debt is calculated as long-term debt (including current maturities of long-term debt) less cash and cash equivalents and restricted cash

 

Owen Kratz, President and Chief Executive Officer of Helix, stated, “We have been forecasting a stronger second half of 2022 and as evidenced by our strong results, we are off to a very good start. Our third quarter 2022 results improved significantly over the prior quarter, a combination of a stronger oil and gas market, seasonally high offshore activity, and the inclusion of Helix Alliance in our operating results for the quarter. Our bottom line was negatively impacted by the strengthening of the U.S. dollar affecting our foreign operating results and generating unrealized non-cash foreign currency losses during the quarter. We expect to continue the positive momentum in our operating results into the fourth quarter with continued strong performance in the Gulf of Mexico and North Sea. Additionally, with our recent contract extension for the Siem Helix 2 and the planned commencement of the Siem Helix 1 on a two-year P&A campaign, further improvements are expected in Brazil towards the end of the fourth quarter and beyond. As we maximize production for our customers and our late life properties, with our focused growth in the renewables market and the expansion of our decommissioning capabilities, we continue to execute our strategy to position Helix as a preeminent offshore Energy Transition company.”

Segment Information, Operational and Financial Highlights
($ in thousands, unaudited)
 

 

 

Three Months Ended

 

Nine Months Ended

 

9/30/2022

 

9/30/2021

 

6/30/2022

 

9/30/2022

 

9/30/2021

Revenues:  
Well Intervention

 $

   143,925

 

 $

   131,314

 

 $

     106,291

 

 $

      356,583

 

 $

      397,387

 

Robotics

 

        56,182

 

 

        42,623

 

 

          49,850

 

 

         143,383

 

 

           96,430

 

Shallow Water Abandonment1

 

        67,401

 

 

                 -

 

 

                    -

 

 

           67,401

 

 

                     -

 

Production Facilities

 

        18,448

 

 

        18,552

 

 

          17,678

 

 

           54,420

 

 

           49,217

 

Intercompany Eliminations

 

      (13,409

)

 

      (11,773

)

 

         (11,207

)

 

         (36,503

)

 

          (36,962

)

Total

 $

   272,547

 

 $

   180,716

 

 $

     162,612

 

 $

      585,284

 

 $

      506,072

 

Income (Loss) from Operations:    
Well Intervention

 $

     (1,304

)

 $

   (13,343

)

 $

      (22,548

)

 $

      (55,610

)

 $

       (14,819

)

Robotics

 

        11,708

 

 

          4,936

 

 

            9,666

 

 

           22,854

 

 

             2,257

 

Shallow Water Abandonment1

 

        16,320

 

 

                 -

 

 

                    -

 

 

           16,320

 

 

                     -

 

Production Facilities

 

          6,068

 

 

          5,089

 

 

            6,045

 

 

           17,964

 

 

           16,285

 

Corporate / Other / Eliminations

 

      (20,566

)

 

        (7,013

)

 

         (12,139

)

 

         (41,255

)

 

          (25,550

)

Total

 $

     12,226

 

 $

   (10,331

)

 $

      (18,976

)

 $

      (39,727

)

 $

       (21,827

)

 
1 Shallow Water Abandonment includes the results of Helix Alliance beginning July 1, 2022, the date of acquisition
 

Segment Results

Well Intervention

Well Intervention revenues increased $37.6 million, or 35%, in the third quarter 2022 compared to the prior quarter. Our third quarter 2022 revenues increased due primarily to higher vessel utilization and an improvement in rates, offset in part by lower 15K IRS utilization and the impact of weaker foreign currency exchange rates compared to the prior quarter. Utilization in West Africa increased during the third quarter as the Q7000 recommenced operations following scheduled maintenance in Namibia during the prior quarter. Utilization in the North Sea continued to improve during the third quarter following a late commencement of seasonal activity during the second quarter. North Sea operating rate improvements were offset in part by a weaker British pound during the third quarter. Gulf of Mexico vessel utilization and rates improved during the quarter following scheduled regulatory inspections during the prior quarter, although utilization on our 15K IRS system decreased compared to the prior quarter. Overall Well Intervention vessel utilization increased to 87% during the third quarter 2022 compared to 67% during the prior quarter. Well Intervention net loss from operations improved $21.2 million compared to the prior quarter primarily due to higher revenues, offset in part by higher operating costs on increased activity during the third quarter.

Well Intervention revenues increased $12.6 million, or 10%, in the third quarter 2022 compared to the third quarter 2021. The increase was primarily due to higher utilization and rates in the Gulf of Mexico and the North Sea, offset in part by lower utilization in West Africa, lower rates in Brazil and the impact of weaker foreign currency exchange rates during the third quarter 2022 compared to the third quarter 2021. Utilization in the Gulf of Mexico improved year over year with fewer idle days in the third quarter 2022, and the North Sea maintained strong utilization during the quarter compared to the prior year, which saw an early seasonal slowdown during the third quarter 2021. West Africa utilization was lower during the third quarter 2022 as the Q7000 recommenced operations mid-quarter following scheduled maintenance whereas the vessel was fully utilized during the third quarter 2021. Revenues in Brazil declined year over year primarily due to the Siem Helix 2 under its existing contract at lower rates during the third quarter 2022, whereas the vessel was operating at higher rates during the third quarter 2021. Overall Well Intervention vessel utilization increased from 72% during the third quarter 2021 to 87% during the third quarter 2022. Well Intervention net loss from operations improved by $12.0 million in the third quarter 2022 compared to the third quarter 2021 primarily due to higher revenues.

Robotics

Robotics revenues increased $6.3 million, or 13%, in the third quarter 2022 compared to the prior quarter. The increase in revenues was due to higher vessel, ROV and trenching activities. Chartered vessel days increased to 376 days compared to 370 days, and vessel utilization increased to 98% compared to 94%, during the third quarter 2022 compared the prior quarter. Vessel days included 100 spot vessel days during the third quarter 2022 compared to 116 spot vessel days during the prior quarter. ROV and trencher utilization increased from 53% during the prior quarter to 66% in the third quarter 2022, which included utilization of our boulder grab for seabed clearance operations on the U.S. east coast following its deployment during the quarter. Trenching days increased to 176 days during the third quarter 2022 on the Grand Canyon III and the Horizon Enabler on both renewable energy and oil and gas trenching projects, compared to 81 days during the prior quarter. Robotics operating income increased $2.0 million during the third quarter 2022 compared to the prior quarter due to higher revenues, offset in part by higher costs on increased activity during the quarter.

Robotics revenues increased $13.6 million, or 32%, during the third quarter 2022 compared to the third quarter 2021. The increase in revenues was due to higher vessel, ROV and trenching activities year over year. Chartered vessel days increased to 376 days during the third quarter 2022 compared to 358 days during the third quarter 2021, and third quarter 2022 vessel utilization remained relatively flat, at 98% compared to 99% during the third quarter 2021. Vessel days during the third quarter 2022 included 100 spot vessel days compared to 176 spot vessel days during the third quarter 2021. ROV and trencher utilization increased to 66% in the third quarter 2022 from 43% in the third quarter 2021, and trenching days increased to 176 days during the third quarter 2022 compared to 90 days during the third quarter 2021. Robotics operating income increased $6.8 million during the third quarter 2022 compared to the third quarter 2021 due to higher revenues, offset in part by higher costs on increased activity year over year.

Shallow Water Abandonment

In the third quarter 2022, Shallow Water Abandonment generated revenues of $67.4 million and income from operations of $16.3 million, which reflected the operating results of Helix Alliance since its acquisition on July 1, 2022. Overall segment vessel utilization was 80% across 21 vessels and 1,077 days, or 59% of utilization across marketable plug and abandonment (P&A) and coiled tubing systems during the quarter.

Production Facilities

Production Facilities revenues increased $0.8 million, or 4%, in the third quarter 2022 compared to the prior quarter due primarily to oil and gas production from our interest in the Thunder Hawk Field following its acquisition on August 25, 2022. Production Facilities revenues decreased $0.1 million, or 1%, compared to the third quarter 2021 primarily due to lower oil and gas production. The Helix Producer I completed its scheduled five-year regulatory dry docking during the third quarter 2022.

Selling, General and Administrative and Other

Selling, General and Administrative

Selling, general and administrative expenses were $23.6 million, or 8.6% of revenue, in the third quarter 2022 compared to $16.0 million, or 9.9% of revenue, in the prior quarter. The increase during the third quarter was primarily due to higher employee incentive compensation costs and general and administrative costs in our Shallow Water Abandonment segment following the closing of our Alliance acquisition on July 1, 2022.

Acquisition and Integration Costs

Acquisition and integration costs are related to our acquisition of Alliance, which closed on July 1, 2022 and included primarily legal and professional fees as well as costs incurred to integrate Alliance’s operations and systems and to align its financial processes and procedures with those of Helix.

Other Income and Expenses

Other expense, net was $20.3 million in the third quarter 2022 compared to $13.5 million in the prior quarter and is comprised almost entirely of unrealized non-cash foreign currency losses of $19.7 million related to the approximate 8% weakening of the British pound during the third quarter 2022 on U.S. dollar denominated intercompany debt in our U.K. entities.

Cash Flows

Operating cash flows were $24.7 million during the third quarter 2022 compared to $(5.8) million during the prior quarter and $28.7 million during the third quarter 2021. The improvement in operating cash flows quarter over quarter was primarily due to improvements in operating income during the third quarter 2022 compared to the prior quarter. The reduction in operating cash flows year over year was primarily due to higher regulatory recertification costs for our vessels and systems and negative changes in working capital during the third quarter 2022 and tax refunds of $12.4 million related to the CARES Act received during the third quarter 2021, offset in part by higher operating income during the third quarter 2022. Regulatory recertification costs for our vessels and systems, which are included in operating cash flows, were $10.7 million and included the dry docking for the Helix Producer I during the third quarter 2022 compared to $9.3 million during the prior quarter and $0.9 million during the third quarter 2021.

Capital expenditures, which are included in investing cash flows, totaled $2.8 million during the third quarter 2022 compared to $1.6 million during the prior quarter and $0.6 million during the third quarter 2021. Our net cash flow from investing activities included a cash outflow of $112.6 million (net of acquired cash) for our acquisition of Alliance on July 1, 2022.

Free Cash Flow was $21.8 million in the third quarter 2022 compared to $(7.4) million during the prior quarter and $28.1 million during the third quarter 2021. The increase in Free Cash Flow quarter over quarter was due primarily to higher operating cash flow, and the decrease in Free Cash Flow year over year was due primarily to lower operating cash flow during the third quarter 2022. (Free Cash Flow is a non-GAAP measure. See reconciliation below.)

Financial Condition and Liquidity

Cash and cash equivalents were $162.3 million at September 30, 2022, excluding $2.5 million of restricted cash. On July 1, 2022, we amended our ABL facility to, among other things, increase the size of the facility from $80 million to $100 million. Available capacity under our ABL facility at September 30, 2022 was $81.8 million, resulting in total liquidity of $244.1 million. At September 30, 2022 we had $263.6 million of long-term debt and net debt of $98.8 million.

Conference Call Information

Further details are provided in the presentation for Helix’s quarterly teleconference to review its third quarter 2022 results (see the "For the Investor" page of Helix's website, www.helixesg.com). The teleconference, scheduled for Tuesday, October 25, 2022, at 9:00 a.m. Central Time, will be audio webcast live from the "For the Investor" page of Helix’s website. Investors and other interested parties wishing to participate in the teleconference may join by dialing 1-877-243-4912 for participants in the United States and 1-303-223-0113 for international participants. The passcode is "Staffeldt." A replay of the webcast will be available on the "For the Investor" page of Helix's website by selecting the "Audio Archives" link beginning approximately two hours after the completion of the event.

About Helix

Helix Energy Solutions Group, Inc., headquartered in Houston, Texas, is an international offshore energy services company that provides specialty services to the offshore energy industry, with a focus on well intervention and robotics operations. Our services are centered toward and well positioned to facilitate global energy transition by maximizing production of remaining oil and gas reserves, decommissioning end-of-life oil and gas fields, and supporting renewable energy developments. For more information about Helix, please visit our website at www.helixesg.com.

Non-GAAP Financial Measures

Management evaluates performance and financial condition using certain non-GAAP measures, primarily EBITDA, Adjusted EBITDA, net debt, net debt to book capitalization and Free Cash Flow. We define EBITDA as earnings before income taxes, net interest expense, gains or losses on extinguishment of long-term debt, gains and losses on equity investments, net other income or expense, and depreciation and amortization expense. Non-cash impairment losses on goodwill and other long-lived assets are also added back if applicable. To arrive at our measure of Adjusted EBITDA, we exclude the gain or loss on disposition of assets, acquisition and integration costs, the change in fair value of the contingent consideration and the general provision (release) for current expected credit losses, if any. Net debt is calculated as long-term debt including current maturities of long-term debt less cash and cash equivalents and restricted cash. Net debt to book capitalization is calculated by dividing net debt by the sum of net debt and shareholders’ equity. We define Free Cash Flow as cash flows from operating activities less capital expenditures, net of proceeds from sale of assets.

We use EBITDA, Adjusted EBITDA and Free Cash Flow to monitor and facilitate internal evaluation of the performance of our business operations, to facilitate external comparison of our business results to those of others in our industry, to analyze and evaluate financial and strategic planning decisions regarding future investments and acquisitions, to plan and evaluate operating budgets, and in certain cases, to report our results to the holders of our debt as required by our debt covenants. We believe that our measures of EBITDA, Adjusted EBITDA and Free Cash Flow provide useful information to the public regarding our operating performance and ability to service debt and fund capital expenditures and may help our investors understand and compare our results to other companies that have different financing, capital and tax structures. Other companies may calculate their measures of EBITDA, Adjusted EBITDA and Free Cash Flow differently from the way we do, which may limit their usefulness as comparative measures. EBITDA, Adjusted EBITDA and Free Cash Flow should not be considered in isolation or as a substitute for, but instead are supplemental to, income from operations, net income, cash flows from operating activities, or other income or cash flow data prepared in accordance with GAAP. Users of this financial information should consider the types of events and transactions that are excluded from these measures. See reconciliation of the non-GAAP financial information presented in this press release to the most directly comparable financial information presented in accordance with GAAP.

Forward-Looking Statements

This press release contains forward-looking statements that involve risks, uncertainties and assumptions that could cause our results to differ materially from those expressed or implied by such forward-looking statements. All statements, other than statements of historical fact, are "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995, including, without limitation, any statements regarding the COVID-19 pandemic and oil price volatility and their respective effects and results, our protocols and plans, our current work continuing, the spot market, our ability to identify, effect and integrate acquisitions, joint ventures or other transactions, including the integration of the Alliance acquisition; our spending and cost reduction plans and our ability to manage changes; our strategy; any statements regarding visibility and future utilization; any projections of financial items including projections as to guidance and other outlook information; any statements regarding future operations expenditures; any statements regarding our plans, strategies and objectives for future operations; any statements regarding our ability to enter into, renew and/or perform commercial contracts; any statements concerning developments; any statements regarding our environmental, social and governance (“ESG”) initiatives; any statements regarding future economic conditions or performance; any statements of expectation or belief; and any statements of assumptions underlying any of the foregoing. Forward-looking statements are subject to a number of known and unknown risks, uncertainties and other factors that could cause results to differ materially from those in the forward-looking statements, including but not limited to the results and effects of the COVID-19 pandemic and actions by governments, customers, suppliers and partners with respect thereto; market conditions; results from acquired properties; demand for our services; the performance of contracts by suppliers, customers and partners; actions by governmental and regulatory authorities; operating hazards and delays, which include delays in delivery, chartering or customer acceptance of assets or terms of their acceptance; our ability to secure and realize backlog; the effectiveness of our ESG initiatives and disclosures; human capital management issues; complexities of global political and economic developments; geologic risks; volatility of oil and gas prices and other risks described from time to time in our reports filed with the Securities and Exchange Commission ("SEC"), including our most recently filed Annual Report on Form 10-K and in our other filings with the SEC, which are available free of charge on the SEC's website at www.sec.gov. We assume no obligation and do not intend to update these forward-looking statements, which speak only as of their respective dates, except as required by law.

 
 
 

HELIX ENERGY SOLUTIONS GROUP, INC.

  

 

 

 

 

 

 

 

 

Comparative Condensed Consolidated Statements of Operations

 

 

 

 

 

 

 

 

 

 

 

Three Months Ended Sep. 30,

 

Nine Months Ended Sep. 30,

(in thousands, except per share data)

 

 

2022

 

 

 

2021

 

 

 

2022

 

 

 

2021

 

  (unaudited)   (unaudited)
               
Net revenues  

 $

             272,547

 

 

 $

             180,716

 

 

 $

             585,284

 

 

 $

             506,072

 

Cost of sales  

 

                233,332

 

 

 

                177,716

 

 

 

                566,032

 

 

 

                485,318

 

Gross profit  

 

                  39,215

 

 

 

                   3,000

 

 

 

                  19,252

 

 

 

                  20,754

 

Gain (loss) on disposition of assets, net  

 

                         -

 

 

 

                        15

 

 

 

                         -

 

 

 

                     (631

)

Acquisition and integration costs  

 

                     (762

)

 

 

                         -

 

 

 

                  (2,349

)

 

 

                         -

 

Change in fair value of contingent consideration  

 

                  (2,664

)

 

 

                         -

 

 

 

                  (2,664

)

 

 

                         -

 

Selling, general and administrative expenses  

 

                (23,563

)

 

 

                (13,346

)

 

 

                (53,966

)

 

 

                (41,950

)

Income (loss) from operations  

 

                  12,226

 

 

 

                (10,331

)

 

 

                (39,727

)

 

 

                (21,827

)

Equity in earnings of investment  

 

                        78

 

 

 

                         -

 

 

 

                   8,262

 

 

 

                         -

 

Net interest expense  

 

                  (4,644

)

 

 

                  (5,928

)

 

 

                (14,617

)

 

 

                (17,900

)

Loss on extinguishment of long-term debt  

 

                         -

 

 

 

                     (124

)

 

 

                         -

 

 

 

                     (124

)

Other expense, net  

 

                (20,271

)

 

 

                  (4,015

)

 

 

                (37,623

)

 

 

                  (1,438

)

Royalty income and other  

 

                      348

 

 

 

                      297

 

 

 

                   3,286

 

 

 

                   2,603

 

Loss before income taxes  

 

                (12,263

)

 

 

                (20,101

)

 

 

                (80,419

)

 

 

                (38,686

)

Income tax provision (benefit)  

 

                   6,500

 

 

 

                  (1,058

)

 

 

                  10,074

 

 

 

                  (2,910

)

Net loss  

 

                (18,763

)

 

 

                (19,043

)

 

 

                (90,493

)

 

 

                (35,776

)

Net loss attributable to redeemable noncontrolling interests  

 

                         -

 

 

 

                         -

 

 

 

                         -

 

 

 

                     (146

)

Net loss attributable to common shareholders  

 $

             (18,763

)

 

 $

             (19,043

)

 

 $

             (90,493

)

 

 $

             (35,630

)

               
Loss per share of common stock:                
Basic  

 $

                 (0.12

)

 

 $

                 (0.13

)

 

 $

                 (0.60

)

 

 $

                 (0.24

)

Diluted  

 $

                 (0.12

)

 

 $

                 (0.13

)

 

 $

                 (0.60

)

 

 $

                 (0.24

)

               
Weighted average common shares outstanding:                
Basic  

 

151,331

 

 

 

150,088

 

 

 

151,226

 

 

 

150,018

 

Diluted  

 

151,331

 

 

 

150,088

 

 

 

151,226

 

 

 

150,018

 

               
 

Comparative Condensed Consolidated Balance Sheets 

 

 

 

 

 

 

 

 

 

       

 

 

 

 

 

Sep. 30, 2022

 

Dec. 31, 2021

(in thousands)     

 

 

 

 

 

(unaudited)

 

 

               
ASSETS                
               
Current Assets:                
Cash and cash equivalents (1)          

 $

             162,268

 

 

 $

             253,515

 

Restricted cash (1)          

 

                   2,506

 

 

 

                  73,612

 

Accounts receivable, net          

 

                228,043

 

 

 

                144,137

 

Other current assets          

 

                  83,301

 

 

 

                  58,274

 

Total Current Assets          

 

                476,118

 

 

 

                529,538

 

               
Property and equipment, net          

 

             1,607,840

 

 

 

             1,657,645

 

Operating lease right-of-use assets          

 

                209,351

 

 

 

                104,190

 

Other assets, net          

 

                  62,188

 

 

 

                  34,655

 

Total Assets          

 $

          2,355,497

 

 

 $

          2,326,028

 

               
LIABILITIES AND SHAREHOLDERS' EQUITY                
Current Liabilities:                
Accounts payable          

 $

             131,898

 

 

 $

               87,959

 

Accrued liabilities          

 

                112,321

 

 

 

                  91,712

 

Current maturities of long-term debt (1)          

 

                  38,154

 

 

 

                  42,873

 

Current operating lease liabilities          

 

                  48,102

 

 

 

                  55,739

 

Total Current Liabilities          

 

                330,475

 

 

 

                278,283

 

               
Long-term debt (1)          

 

                225,427

 

 

 

                262,137

 

Operating lease liabilities          

 

                166,916

 

 

 

                  50,198

 

Deferred tax liabilities          

 

                  97,373

 

 

 

                  86,966

 

Other non-current liabilities          

 

                  53,452

 

 

 

                      975

 

Shareholders' equity          

 

             1,481,854

 

 

 

             1,647,469

 

Total Liabilities and Equity          

 $

          2,355,497

 

 

 $

          2,326,028

 

 
(1) Net debt of $98,807 as of September 30, 2022. Net debt calculated as long-term debt including current maturities of long-term debt less cash and cash equivalents and restricted cash.
 
 
 

Contacts

Erik Staffeldt, Executive Vice President and CFO
email: This email address is being protected from spambots. You need JavaScript enabled to view it.
Ph: 281-618-0465


Read full story here

Second quarter fiscal year 2023 financial results to be released before the market opens on November 7, 2022 with the related teleconference and webcast scheduled for 11:00 am ET that morning

BATAVIA, N.Y.--(BUSINESS WIRE)--Graham Corporation (NYSE: GHM), a global leader in the design and manufacture of mission-critical fluid, power, heat transfer, and vacuum technologies for the defense, space, energy, and process industries, announced a record $92 million in orders for its second quarter of fiscal 2023.


The second quarter order level was driven by:

  • $70 million from the defense industry driven by repeat orders for critical U.S. Navy programs. Revenue from second quarter fiscal 2023 defense orders is expected to be recognized from fiscal 2024 through fiscal 2026;
  • $9 million for petroleum refining, primarily related to the commercial aftermarket;
  • $4 million of orders for highly engineered pumps and turbo pumps for a variety of applications and customers in the commercial space industry.

Our record level of orders in the second quarter reflects our continued expansion into the defense business and the success we have had meeting our customers’ requirements. We believe this is a testament to our engineering know-how, improved execution, and long-standing relationship with the U.S. Navy to provide mission critical systems for high-profile programs,” commented Daniel J. Thoren, President and CEO. “From an operational perspective, we have invested considerable time and capital to meet critical deliveries for the U.S. Navy, demonstrating that we are a supplier they can count on. Beyond defense, demand for our products in the second quarter of 2023 has been solid in our other markets. Of note, the commercial space and commercial aftermarket industries continue to recognize the value of our innovative solutions and engineering services.”

Second Quarter Fiscal Year 2023 Webcast and Conference Call
Graham’s management will host a conference call and live webcast on Monday, November 7, 2022 at 11:00 am ET to review its financial condition and operating results, strategy and outlook. The review will be accompanied by a slide presentation, which will be made available immediately prior to the conference call on Graham’s website: graham-mfg.com.

A question-and-answer session will follow the formal presentation. Graham’s conference call can be accessed by calling (201) 689-8560. Alternatively, the webcast can be monitored on Graham’s investor relations website.

A telephonic replay will be available from 2:00 p.m. ET today through Monday, November 14, 2022. To listen to the archived call, dial (412) 317-6671 and enter conference ID number 13733207. A transcript of the call will be placed on Graham’s investor relations website Graham IR once available.

ABOUT GRAHAM CORPORATION
Graham is a global leader in the design and manufacture of mission-critical fluid, power, heat transfer and vacuum technologies for the defense, space, energy, and process industries. The Graham Manufacturing and Barber-Nichols’ global brands are built upon world-renowned engineering expertise in vacuum and heat transfer, cryogenic pumps, and turbomachinery technologies, as well as its responsive and flexible service and the unsurpassed quality customers have come to expect from the Company’s products and systems.

Graham routinely posts news and other important information on its website, www.grahamcorp.com, where additional information on Graham Corporation and its businesses can be found.

Safe Harbor Regarding Forward Looking Statements
This news release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements are subject to risks, uncertainties and assumptions and are identified by words such as “expects,” “plans,” “anticipates,” “believes,” “will,” “can,” and other similar words. All statements addressing operating performance, events, or developments that Graham Corporation expects or anticipates will occur in the future, including but not limited to, the evolution and future of the Company, the Company’s opportunities, the Company’s ability to deliver value to its shareholders, orders, backlog, revenue, and its operating strategy are forward-looking statements. Because they are forward-looking, they should be evaluated in light of important risk factors and uncertainties. These risk factors and uncertainties are more fully described in Graham Corporation’s most recent Annual Report filed with the Securities and Exchange Commission, including under the heading entitled “Risk Factors,” its quarterly reports on Form 10-Q, and other filings it makes with the Securities and Exchange Commission. Should one or more of these risks or uncertainties materialize or should any of Graham Corporation’s underlying assumptions prove incorrect, actual results may vary materially from those currently anticipated. In addition, undue reliance should not be placed on Graham Corporation’s forward-looking statements. Except as required by law, Graham Corporation disclaims any obligation to update or publicly announce any revisions to any of the forward-looking statements contained in this news release.


Contacts

Christopher J. Thome
Vice President - Finance and CFO
Phone: (585) 343-2216

Deborah K. Pawlowski
Kei Advisors LLC
Phone: (716) 843-3908
This email address is being protected from spambots. You need JavaScript enabled to view it.

  • Critical Metals will own European Lithium’s Wolfsberg Lithium Project located in Wolfsberg, Austria, 270 kilometers south of Vienna, which is expected to be the first licensed lithium mine in Europe
  • Based on pre-feasibility study, mine expected to supply approximately 10,500 metric tons of lithium concentrate annually starting in 2025, enough material to power approximately 200,000 EVs per year; results of definitive feasibility study expected in early 2023
  • Key strategic customer offtake MOU with global automotive powerhouse, BMW AG, expected to create one of the largest ever direct OEM pre-pays in the lithium mining industry
  • Project has completed pilot test work through independent consultants, which has demonstrated its expected ability to supply battery-grade lithium concentrate at commercial scale
  • Proceeds of the transaction, including the non-redeemed portion of the approximately $159 million1 cash-in-trust of Sizzle Acquisition Corp., are expected to be used for construction and commissioning of the Project

PERTH, Australia & WASHINGTON--(BUSINESS WIRE)--European Lithium AT (Investments) Limited, a wholly owned subsidiary of European Lithium Ltd (ASX: EUR) (“European Lithium”), and Sizzle Acquisition Corp, (Nasdaq: SZZL) (“Sizzle”), a publicly traded special purpose acquisition company, today announced that they have entered into a definitive agreement for a business combination that will result in the formation of Critical Metals Corp. (“Critical Metals”), which is expected to be a leading lithium mining company. Upon closing, subject to approval by European Lithium and Sizzle stockholders and other customary requirements, Critical Metals intends to be listed on Nasdaq under the symbol “CRML,” which is expected to occur in the first half of 2023.



Upon closing of the business combination, Critical Metals will own European Lithium’s Wolfsberg Lithium Project (the “Project”), which is currently owned by European Lithium’s wholly owned subsidiary, European Lithium AT (Investments) Limited, as well as a 20% interest in additional Austrian projects currently held by European Lithium. European Lithium will be the largest shareholder of Critical Metals and is expected to continue to trade on the Australian Securities Exchange (“ASX”). The board of Critical Metals is expected to comprise a total of 5 members, 4 of whom will be nominees of European Lithium and 1 of whom will be a nominee of Sizzle. Critical Metals will be led by Executive Chairman, Tony Sage, and Chief Executive Officer, Dietrich Wanke.

In order to support the rapidly growing EV supply chain in Europe, the Project is expected to become the region’s first major source of battery-grade lithium concentrate, filling a critical gap in the European EV battery supply chain. Located in Wolfsberg, Austria, in the heart of this supply chain, the Project is expected to be uniquely positioned to capitalize on three key competitive differentiators:

- The First Licensed Lithium Mine in Europe –the Project holds an exclusive license to repurpose a former Austrian government constructed lithium mine that contains a substantial amount of battery-grade lithium, minimizing the overall environmental impact of the discovery and processes.

- Key Strategic Offtake MOU – European Lithium has entered into a MOU for a key customer arrangement with BMW AG, which upon execution of definitive agreements would create one of the largest direct pre-pays from an OEM in Europe in the lithium mining industry of $15 million.

- Definitive Feasibility Study (DFS) Expected in Early 2023 – the Project is aiming to supply lithium concentrate at commercial scale and be economically viable, as per its completed pre-feasibility study (PFS), with the results of DRA Global’s final definitive feasibility study (DFS) expected in Q1 2023.

Backed by considerable legislative support worldwide for cleaner transportation, automakers and battery manufacturers continue to ramp up production of electric vehicles (EVs) to meet overwhelming consumer demand, creating a critical need for additional sources of battery-grade lithium – an essential material for EV batteries.

Through its pilot plant constructed by independent consultants Dorfner Anzaplan in Austria, European Lithium previously demonstrated the Project’s expected ability to supply battery-grade lithium concentrate through the processing of spodumene. The results from the pilot plant demonstrated that the Project can supply battery-grade lithium at 99.6% of lithium carbonate grade.

Management Commentary

We are enthusiastic to partner with the Sizzle team to become a publicly traded company on Nasdaq and are thrilled to have Carolyn Trabuco, Sizzle’s lead independent director, join our board,” said Critical Metals Executive Chairman, Tony Sage. “The need for additional battery-grade lithium in Europe will only continue to accelerate as demand for EVs continues to outstrip supply. The Project is poised to become the first major source of battery-grade lithium concentrate in Europe, the world’s leading EV market, capable of supporting the production of approximately 200,000 EVs per year. The funds raised though this transaction will provide us with the resources anticipated to be required to advance construction and commissioning of the Project. With the capital raised, in addition to the increased access to the public capital markets by listing on Nasdaq by means of the business combination, we believe we will be able to achieve our commercial goals by 2025.”

Critical Metals is poised to capitalize on significant macroeconomic tailwinds as Europe’s first source of battery-grade lithium,” commented Steve Salis, CEO of Sizzle. “Backed by accelerating demand for establishing additional capacity for lithium supply in Europe, strategic global partners, and a seasoned management team with deep expertise in the mining space, we believe that the Project provides a compelling and unique opportunity for U.S. investors to have exposure to the European EV supply chain.”

The team at Critical Metals has made significant progress advancing Europe’s first licensed lithium mine and is well positioned to be the largest supplier of battery-grade lithium in the region,” added Vice Chairman of Sizzle, Jamie Karson. “We are pleased to partner with Tony, Dietrich and the rest of the excellent management team as Critical Metals becomes a publicly traded company in the U.S. As reinforced by Critical Metals’ expected strategic arrangement with BMW AG, we believe the Project will play a key role in further accelerating EV adoption in Europe.”

Key Investment Highlights:

  • Large and Growing Demand for Lithium-ion Batteries – while lacking domestic supply sources for battery raw materials, Europe has proven to be an early adopter of EVs, and a global leader in the EV revolution. The Project is expected to provide Europe with the supply it does not currently have.
  • Europe’s First Licensed Lithium Spodumene Mine – mine initially built by the Austrian government successfully demonstrated its capability to supply high purity lithium (99.6% lithium carbonate equivalent) at pilot plant.
  • Economic Viability with PFS Completed and DFS Underway – Project is expected to be well positioned to supply approximately 10,500 metric tons of battery-grade lithium concentrate per year starting in 2025 from Zone 1. Positive drilling results confirm Zone 2, an exploration target, could mirror Zone 1, doubling the Project’s resource.
  • Leverages Existing Infrastructure – existing exploration mine in central Europe, 270km SW of Vienna, close to Graz and Klagenfurt airport, as well as railway and highway access, which is expected to reduce capital requirements to complete development of the Project.
  • Leading Domestic Offtake MOU with BMW AG – key strategic off-take arrangement with BMW AG to supply 100% of the Project’s Zone 1 lithium product, including a $15 million pre-payment; binding agreement expected to be finalized in Q4 2022.
  • Advanced Project Mine Life – Project expected to supply battery-grade lithium concentrate for more than 20 years, establishing a critical fully integrated lithium supplier for the European EV industry.

Transaction Overview

The Proposed Transaction values the combined entity at an implied pro forma enterprise value of approximately $838 million, and at an implied pro forma market capitalization of approximately $972 million. The implied pre-money equity value is $750 million. The transaction is expected to provide approximately $159 million in capital before transaction expenses and the impact of redemptions by the public stockholders of Sizzle. European Lithium will roll 100% of its existing equity in European Lithium AT (Investments) Limited into the combined entity, retaining approximately 80% of the combined company’s pro forma equity before the impact of redemptions or any additional capital raised.

The Boards of Directors of each of European Lithium and Sizzle have unanimously approved the transaction. The transaction will require the approval of European Lithium and Sizzle stockholders and is subject to other customary closing conditions. It is currently expected that the transaction will close in the first half of 2023.

Additional information about the proposed transaction consisting of, among other things, a newly released video of the Project will be available on the Critical Metals website at https://criticalmetalscorp.com/.

Advisors

Jett Capital Advisors, LLC is acting as exclusive financial advisor to European Lithium; White & Case LLP is acting as U.S. legal advisor to European Lithium. Cohen & Company Capital Markets, a division of J.V.B. Financial Group, LLC, is acting as exclusive financial advisor and exclusive capital markets advisor to Sizzle; Ellenoff, Grossman & Schole LLP is acting as legal advisor to Sizzle.

About Critical Metals Corp.

At the closing of the proposed business combination announced on October 24, 2022 between European Lithium AT (Investments) Limited, a wholly owned subsidiary of European Lithium Ltd (ASX: EUR) and Sizzle Acquisition Corp. (Nasdaq: SZZL), Critical Metals is expected to be a leading lithium mining company. Critical Metals is expected to own the Wolfsberg Lithium Project, as well as a 20% interest in additional Austrian projects currently held by European Lithium Ltd. For more information, please visit https://criticalmetalscorp.com/.

About European Lithium Ltd

European Lithium is a mineral exploration and development company which owns the Wolfsberg Lithium Project located in Carinthia, 270 km south of Vienna, Austria, via its wholly owned Austrian subsidiary, ECM Lithium AT GmbH . European Lithium’s primary listing is on the Australian Securities Exchange (ASX: EUR) and it is also listed in Frankfurt (FRA: PF8) and USA (OTC-QB: EULIF). The Wolfsberg Lithium Project is strategically located in Central Europe with access to established road and rail infrastructure to distribute lithium products to the major lithium consuming countries of Europe. For more information, please visit https://europeanlithium.com/.

About Sizzle Acquisition Corp.

Sizzle is a blank check company formed for the purpose of entering into a merger, share exchange, asset acquisition, stock purchase, recapitalization, reorganization or other similar business combination with one or more businesses or entities. Sizzle is led by Chairman and CEO Steve Salis and Vice Chairman Jamie Karson. In addition, Sizzle’s management team is comprised of: Nestor Nova and Daniel Lee; board directors, comprised of: Steve Salis, Jamie Karson, Carolyn Trabuco, Karen Kelley, David Perlin and Warren Thompson; and board advisors, comprised of: Rick Camac and Geovannie Concepcion. For more information, please visit https://sizzlespac.com/home/default.aspx.

Additional Information and Where to Find It

This press release is provided for informational purposes only and contains information with respect to a proposed business combination (the “Proposed Business Combination”) among Sizzle, European Lithium, European Lithium AT (Investments) Limited (the “Company”), a company formed in the British Virgin Islands which is wholly owned by European Lithium, and certain other parties formed in connection with the transactions contemplated by the merger agreement (the “Merger Agreement”), including Critical Metals and Project Wolf Merger Sub Inc., a Delaware corporation and wholly owned subsidiary of Critical Metals. Subject to its terms and conditions, the Merger Agreement provides that Sizzle and the Company will become wholly owned subsidiaries of Critical Metals.

In connection with the Proposed Business Combination, Critical Metals intends to file a registration statement on Form F-4 with the Securities and Exchange Commission (“SEC”), which will include a proxy statement to be sent to Sizzle shareholders and a prospectus for the registration of Critical Metals securities in connection with the Proposed Business Combination (as amended from time to time, the “Registration Statement”). If and when the Registration Statement is declared effective by the SEC, the definitive proxy statement/prospectus and other relevant documents will be mailed to the shareholders of Sizzle as of the record date to be established for voting on the Proposed Business Combination and will contain important information about the Proposed Business Combination and related matters. Shareholders of Sizzle and other interested persons are advised to read, when available, these materials (including any amendments or supplements thereto) and any other relevant documents, because they will contain important information about Sizzle, Critical Metals, European Lithium and the Company and the Proposed Business Combination. Shareholders and other interested persons will also be able to obtain copies of the preliminary proxy statement/prospectus, the definitive proxy statement/prospectus, and other relevant materials in connection with the Proposed Business Combination, without charge, once available, at the SEC’s website at www.sec.gov or by directing a request to: Sizzle Acquisition Corp., 4201 Georgia Avenue, NW, Washington, D.C. 20011, Attn: Steve Salis, Chief Executive Officer. The information contained on, or that may be accessed through, the websites referenced in this press release in each case is not incorporated by reference into, and is not a part of, this press release.

Participants in the Solicitation

This press release is not a solicitation of a proxy from any investor or securityholder. Sizzle, European Lithium, Critical Metals and the Company and their respective directors and executive officers may be deemed participants in the solicitation of proxies from Sizzle’s shareholders in connection with the Proposed Business Combination. Sizzle’s shareholders and other interested persons may obtain, without charge, more detailed information regarding the directors and officers of Sizzle in Sizzle’s Form 10-K, as amended, filed with the SEC on June 13, 2022. To the extent that holdings of Sizzle’s securities have changed since the amounts included in Sizzle’s Form 10-K, such changes have been or will be reflected on Statements of Change in Ownership on Form 4 filed with the SEC. Information regarding the persons who may, under SEC rules, be deemed participants in the solicitation of proxies to Sizzle’s shareholders in connection with the Proposed Business Combination will be set forth in the proxy statement/prospectus for the Proposed Business Combination, accompanying the Registration Statement that Sizzle intends to file with the SEC. Additional information regarding the interests of participants in the solicitation of proxies in connection with the Proposed Business Combination will likewise be included in that Registration Statement. You may obtain free copies of these documents as described above.

No Offer or Solicitation

This press release is not a proxy statement or solicitation of a proxy, consent or authorization with respect to any securities or in respect of the Proposed Business Combination and shall not constitute an offer to sell or a solicitation of an offer to buy any securities, or a solicitation of any vote or approval, nor shall there be any sale of securities in any state or jurisdiction in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of the Securities Act of 1933, as amended, or an exemption therefrom.

Cautionary Note Regarding Forward-Looking Statements

This press release contains forward-looking statements within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995. Sizzle’s, Critical Metals’, European Lithium’s and/or the Company’s actual results may differ from their expectations, estimates and projections and consequently, you should not rely on these forward-looking statements as predictions of future events. Forward-looking statements include statements concerning plans, objectives, goals, strategies, future events or performance, and underlying assumptions and other statements that are other than statements of historical facts. No representations or warranties, express or implied are given in, or in respect of, this press release. When we use words such as “may,” “will,” “intend,” “should,” “believe,” “expect,” “anticipate,” “project,” “estimate” or similar expressions that do not relate solely to historical matters, it is making forward-looking statements.

These forward-looking statements and factors that may cause actual results to differ materially from current expectations include, but are not limited to: the ability of the parties to complete the transactions contemplated by the Proposed Business Combination in a timely manner or at all; the risk that the Proposed Business Combination or other business combination may not be completed by Sizzle’s business combination deadline and the potential failure to obtain an extension of the business combination deadline; the outcome of any legal proceedings or government or regulatory action on inquiry that may be instituted against Sizzle, European Lithium, Critical Metals or the Company or others following the announcement of the Proposed Business Combination and any definitive agreements with respect thereto; the inability to satisfy the conditions to the consummation of the Proposed Business Combination, including the approval of the Proposed Business Combination by the shareholders of Sizzle; the occurrence of any event, change or other circumstance that could give rise to the termination of the Merger Agreement relating to the Proposed Business Combination; the ability to meet stock exchange listing standards following the consummation of the Proposed Business Combination; the effect of the announcement or pendency of the Proposed Business Combination on European Lithium’s, Sizzle’s and the Company’s business relationships, operating results, current plans and operations of European Lithium and the Company; the ability to recognize the anticipated benefits of the Proposed Business Combination, which may be affected by, among other things, competition, the ability of Critical Metals to grow and manage growth profitably; the possibility that Critical Metals, European Lithium, Sizzle and the Company may be adversely affected by other economic, business, and/or competitive factors; Critical Metals’, European Lithium’s and the Company’s estimates of expenses and profitability; expectations with respect to future operating and financial performance and growth, including the timing of the completion of the Proposed Business Combination; European Lithium’s, Sizzle’s and Critical Metals’ ability to execute on their business plans and strategy; those factors discussed in Sizzle’s Annual Report on Form 10-K for the year ended December 31, 2021 under the heading “Risk Factors,” and other documents Sizzle has filed, or that Sizzle or Critical Metals will file, with the SEC; and other risks and uncertainties described from time to time in filings with the SEC.

The foregoing list of factors is not exhaustive. You should carefully consider the foregoing factors and the other risks and uncertainties described in the “Risk Factors” section of the Registration Statement referenced above and other documents filed by Sizzle and Critical Metals from time to time with the SEC. These filings identify and address other important risks and uncertainties that could cause actual events and results to differ materially from those contained in the forward-looking statements. Forward-looking statements speak only as of the date they are made. There may be additional risks that neither Sizzle, Critical Metals, European Lithium and/or the Company presently know, or that Sizzle, Critical Metals, European Lithium and/or the Company currently believe are immaterial, that could cause actual results to differ from those contained in the forward-looking statements. For these reasons, among others, investors and other interested persons are cautioned not to place undue reliance upon any forward-looking statements in this press release. Neither Sizzle, European Lithium, Critical Metals nor the Company undertakes any obligation to publicly revise these forward–looking statements to reflect events or circumstances that arise after the date of this press release, except as required by applicable law.

1 The balance in Sizzle Acquisition Corp’s trust account was $159,213,132.71 as of October 11, 2022.


Contacts

Critical Metals:
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HOUSTON--(BUSINESS WIRE)--Hess Midstream LP (NYSE: HESM) (“Hess Midstream”), today announced that the Board of Directors of its general partner declared a quarterly cash distribution of $0.5627 per Class A share for the quarter ended September 30, 2022. The distribution represents a 1.2% increase compared to the distribution on the Hess Midstream Class A shares for the second quarter of 2022, which equals a 5% increase on an annualized basis. The distribution will be payable on November 14, 2022 to shareholders of record as of the close of business on November 3, 2022.


About Hess Midstream

Hess Midstream LP is a fee-based, growth-oriented midstream company that owns, operates, develops and acquires a diverse set of midstream assets to provide services to Hess Corporation and third-party customers. Hess Midstream owns oil, gas and produced water handling assets that are primarily located in the Bakken and Three Forks Shale plays in the Williston Basin area of North Dakota. More information is available at www.hessmidstream.com.


Contacts

Investor Contact:
Jennifer Gordon
(212) 536-8244

Media Contact:
Robert Young
(346) 319 8783

TORONTO--(BUSINESS WIRE)--$DMJ #carbonemissions--dynaCERT Inc. (TSX: DYA) (OTCQX: DYFSF) (FRA: DMJ) ("dynaCERT" or the "Company") is pleased to announce that it has been invited to exhibit at the Canadian Utility Fleet Forum (“CUFF”) hosted by the Canadian Utility Fleet Council from October 24, 2022, to October 26, 2022, in Toronto (Canada).


dynaCERT will be exhibiting at CUFF its proprietary patented HydraGEN™ Technology which is designed to reduce fuel consumption and reduce Carbon Emissions for utilities that desire to reduce their Carbon Footprint and GHG emissions.

CUFF is the only trade show that brings together fleet decision makers from across Canada driving safety and reliability with utility equipment manufacturers in North America. Fleet representatives and suppliers exchange ideas, best practices, as well as discussions on shared challenges to find solutions that benefit the safety of the Canadian Utility Workers.

Chris Walsh, President of the Canadian Utilities Fleet Council and Fleet Engineer at Hydro One indicates that the Canadian Utility Fleet Council promotes the interests of the "Utility Fleet Sector" by providing a united voice to Government, Standards Bodies and Regulators. The Council acted to develop and administer the Utility Fleet Equipment Mechanic certification which has and will continue to elevate trades person competency to the highest in the world.

Annually, the Council presents the "Utility Fleet Forum" bringing together fleet decision makers from across Canada to plot the future course of industry. In the past, the Council has been responsible for sending a representative to ISO meetings to contribute in the development of International standards for vehicle mounted aerial devices.

The participation of the Canadian Utility Fleet Council has led substantial progress in improving what had originally been a European dominated standard with potentially serious negative consequences for North American fleets. The Canadian Utility Fleet Council also recently met with representatives of Natural Resources Canada to lobby to the Federal government for funding and their participation in the development of environmentally friendly hybrid trucks.

Ed Cordeiro, Director of Sales, Americas, of dynaCERT stated, “dynaCERT is very pleased to participate at the Canadian Utility Fleet Forum where our HydraGEN™ Technology is welcomed because it was designed to provide a global solution to reduce pollution. dynaCERT has received the Smart Sustainable Company Rating Seal. This honourable distinction of dynaCERT and its HydraGEN™ Technology as it applies to the United Nations Sustainable Development Goals and United Nations Global Compact Principles, has been evaluated as “high”, the highest global ranking in its category.”

About CUFF

For registration at CUFF please see: https://www.cufconline.com/

About dynaCERT Inc.

dynaCERT Inc. manufactures and distributes Carbon Emission Reduction Technology along with its proprietary HydraLytica™ Telematics, a means of monitoring fuel consumption and calculating GHG emissions savings designed for the tracking of possible future Carbon Credits for use with internal combustion engines. As part of the growing global hydrogen economy, our patented technology creates hydrogen and oxygen on-demand through a unique electrolysis system and supplies these gases through the air intake to enhance combustion, which has shown to lower carbon emissions and improve fuel efficiency. Our technology is designed for use with many types and sizes of diesel engines used in on-road vehicles, reefer trailers, off-road construction, power generation, mining and forestry equipment. Website: www.dynaCERT.com.

READER ADVISORY

Except for statements of historical fact, this news release contains certain "forward-looking information" within the meaning of applicable securities law. Forward-looking information is frequently characterized by words such as "plan", "expect", "project", "intend", "believe", "anticipate", "estimate" and other similar words, or statements that certain events or conditions "may" or "will" occur. In particular, information relating to the Canadian Utility Fleet Forum and the Canadian Utility Fleet Council cannot be independently verified. Although we believe that the expectations reflected in the forward-looking information are reasonable, there can be no assurance that such expectations will prove to be correct. We cannot guarantee future results, performance of achievements. Consequently, there is no representation that the actual results achieved will be the same, in whole or in part, as those set out in the forward-looking information.

Forward-looking information is based on the opinions and estimates of management at the date the statements are made and are subject to a variety of risks and uncertainties and other factors that could cause actual events or results to differ materially from those anticipated in the forward-looking information. Some of the risks and other factors that could cause the results to differ materially from those expressed in the forward-looking information include, but are not limited to: uncertainty as to whether our strategies and business plans will yield the expected benefits; availability and cost of capital; the ability to identify and develop and achieve commercial success for new products and technologies; the level of expenditures necessary to maintain and improve the quality of products and services; changes in technology and changes in laws and regulations; the uncertainty of the emerging hydrogen economy; including the hydrogen economy moving at a pace not anticipated; our ability to secure and maintain strategic relationships and distribution agreements; and the other risk factors disclosed under our profile on SEDAR at www.sedar.com. Readers are cautioned that this list of risk factors should not be construed as exhaustive.

The forward-looking information contained in this news release is expressly qualified by this cautionary statement. We undertake no duty to update any of the forward-looking information to conform such information to actual results or to changes in our expectations except as otherwise required by applicable securities legislation. Readers are cautioned not to place undue reliance on forward-looking information.

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

On Behalf of the Board
Murray James Payne, CEO


Contacts

Jim Payne, CEO & President
dynaCERT Inc.
#101 – 501 Alliance Avenue
Toronto, Ontario M6N 2J1
+1 (416) 766-9691 x 2
jpayne@dynaCERT.com

Investor Relations
dynaCERT Inc.
Nancy Massicotte
+1 (416) 766-9691 x 1
nmassicotte@dynaCERT.com

DALLAS--(BUSINESS WIRE)--Primoris Services Corporation (NASDAQ Global Select: PRIM) (“Primoris” or the “Company”) announced it was awarded seven projects secured by the Energy/Renewables segment with a combined estimated value of approximately $400 million.


The Company was awarded two power projects with a combined estimated value of $100 million. The first power project is the retrofit of multiple existing combustion gas turbine generator air inlet systems. The second project is a design-build cogeneration repowering project. The Company also received an award for the construction of a portfolio of utility-scale solar projects in the Midwest, valued at approximately $100 million dollars. Finally, the Company was awarded four heavy civil construction projects valued at more than $200 million. All projects were awarded after the completion of the third quarter and work is scheduled to begin in the fourth quarter of 2022.

“These awards demonstrate client confidence in our expertise in power delivery, our leadership role in the design and construction of solar projects and our reputation as a trusted contractor for the state of Texas,” said Tom McCormick, President and Chief Executive Officer of Primoris. “These new awards represent more than $400 million of work added to our backlog as we head into 2023 and beyond.”

About Primoris

Primoris Services Corporation is a leading specialty contractor providing critical infrastructure services to the utility, energy/renewables and pipeline services markets throughout the United States and Canada. The Company supports a diversified base of blue-chip customers with engineering, procurement, construction and maintenance services. A focus on multi-year master service agreements and an expanded presence in higher-margin, higher-growth markets such as utility-scale solar facility installations, renewable fuels, power delivery systems and communications infrastructure have also increased the Company’s potential for long-term growth. Additional information on Primoris is available at www.prim.com.

FORWARD LOOKING STATEMENTS

This press release contains certain forward-looking statements that reflect, when made, the Company’s expectations or beliefs concerning future events that involve risks and uncertainties, including the Company’s future performance. Forward-looking statements include all statements that are not historical facts and can be identified by terms such as “anticipates”, “believes”, “could”, “estimates”, “expects”, “intends”, “may”, “plans”, “potential”, “predicts”, “projects”, “should”, “will”, “would” or similar expressions. Forward-looking statements include information concerning our possible or assumed future results of operations, business strategies, financing plans, competitive position, industry environment, potential growth opportunities, the effects of regulation and the economy, generally. Forward-looking statements inherently involve known and unknown risks, uncertainties, and other factors, which may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. Actual results may differ materially as a result of a number of factors, including, among other things, the risks described in Part I, Item 1A “Risk Factors” of our Annual Report on Form 10-K for the year ended December 31, 2021, and our other filings with the U.S. Securities and Exchange Commission (“SEC”). Such filings are available on the SEC’s website at www.sec.gov. Given these risks and uncertainties, you should not place undue reliance on forward-looking statements. Primoris does not undertake any obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.


Contacts

Blake Holcomb
Vice President, Investor Relations
214-545-6773
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Blockchain-backed carbon removal marketplace expands its carbon assets by collaborating with one of the world’s largest agricultural companies

SEATTLE--(BUSINESS WIRE)--#carbonremoval--Nori today announced a collaboration with Bayer’s ForGround platform to scale Nori’s unique carbon removal offset marketplace.


“With this partnership, Nori looks forward to adding hundreds of thousands of Bayer-owned carbon removal offsets,” said Paul Gambill, CEO and cofounder of Nori. “Bayer’s recent announcement of its ForGround by Bayer platform makes our collaboration an ideal way to grow our marketplace and enhance our impact.”

ForGround by Bayer, through its first-of-its-kind platform, is designed to support farmers in their journey through the consideration, adoption, expansion of, and compensation for regenerative agriculture practices through a suite of different programs. In addition, Bayer is also looking to collaborate with companies like Nori that help mitigate climate change by turning farmers’ carbon friendly practices into carbon removal offsets.

“Key to Bayer’s vision is collaborating with innovative companies that are committed to advancing the carbon removal marketplace,” said Leo Bastos, Head of Global Commercial Ecosystems at Bayer. “Through working with groups like Nori, we’re able to enhance the offering within our ForGround platform to potentially enable even more growers to benefit from their environmentally sustainable farming practices.”

About Nori

Nori’s mission is to reverse climate change by developing market-driven solutions to remove the 1.5 trillion metric tonnes of legacy carbon dioxide from the atmosphere.

Since its founding in 2017, Nori has raised $4 million in seed financing led by Placeholder and a $7 million Series A led by M13. Nori’s strategic investors include Toyota Ventures, Cargill, and The Nature Conservancy. For more information, go to www.nori.com.

About Bayer

Bayer is a global enterprise with core competencies in the life science fields of healthcare and nutrition. Its products and services are designed to help people and the planet thrive by supporting efforts to master the major challenges presented by a growing and aging global population. Bayer is committed to driving sustainable development and generating a positive impact with its businesses. At the same time, the Group aims to increase its earning power and create value through innovation and growth. The Bayer brand stands for trust, reliability and quality throughout the world. In fiscal 2021, the Group employed around 100,000 people and had sales of 44.1 billion euros. R&D expenses before special items amounted to 5.3 billion euros. For more information, go to www.bayer.com.

The Bayer ForGround platform supports farmers in their journey through the consideration, adoption, expansion of, and compensation for regenerative agriculture practices through a suite of different programs.


Contacts

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HOUSTON--(BUSINESS WIRE)--Cheniere Energy Partners, L.P. (“Cheniere Partners”) (NYSE American: CQP) today declared (i) a cash distribution of $1.07 per common unit to unitholders of record as of November 3, 2022, comprised of a base amount equal to $0.775 and a variable amount equal to $0.295, and (ii) the related distribution to its general partner. These distributions are payable on November 14, 2022.

This press release serves as qualified notice to nominees as provided for under Treasury Regulation Section 1.1446-4(b)(4) and (d). Please note that 100 percent of Cheniere Partners’ distributions to foreign investors are attributable to income that is effectively connected with a United States trade or business. Accordingly, all of Cheniere Partners’ distributions to foreign investors are subject to federal income tax withholding at the highest applicable effective tax rate. Nominees are treated as withholding agents responsible for withholding distributions received by them on behalf of foreign investors.

About Cheniere Partners

Cheniere Partners owns the Sabine Pass LNG terminal located in Cameron Parish, Louisiana, which has natural gas liquefaction facilities consisting of six operational liquefaction Trains with a total production capacity of approximately 30 million tonnes per annum of liquefied natural gas (“LNG”). The Sabine Pass LNG terminal also has operational regasification facilities that include five LNG storage tanks, vaporizers, and two marine berths with a third marine berth in commissioning. Cheniere Partners also owns the Creole Trail Pipeline, which interconnects the Sabine Pass LNG terminal with a number of large interstate pipelines.

For additional information, please refer to the Cheniere Partners website at www.cheniere.com and Quarterly Report on Form 10-Q for the quarter ended June 30, 2022, filed with the Securities and Exchange Commission.

Forward-Looking Statements

This press release contains certain statements that may include “forward-looking statements.” All statements, other than statements of historical or present facts or conditions, included herein are “forward-looking statements.” Included among “forward-looking statements” are, among other things, (i) statements regarding Cheniere Partners’ financial and operational guidance, business strategy, plans and objectives, including the development, construction and operation of liquefaction facilities, (ii) statements regarding regulatory authorization and approval expectations, (iii) statements expressing beliefs and expectations regarding the development of Cheniere Partners’ LNG terminal and liquefaction business, (iv) statements regarding the business operations and prospects of third parties, (v) statements regarding potential financing arrangements, and (vi) statements regarding future discussions and entry into contracts. Although Cheniere Partners believes that the expectations reflected in these forward-looking statements are reasonable, they do involve assumptions, risks and uncertainties, and these expectations may prove to be incorrect. Cheniere Partners’ actual results could differ materially from those anticipated in these forward-looking statements as a result of a variety of factors, including those discussed in Cheniere Partners’ periodic reports that are filed with and available from the Securities and Exchange Commission. You should not place undue reliance on these forward-looking statements, which speak only as of the date of this press release. Other than as required under the securities laws, Cheniere Partners does not assume a duty to update these forward-looking statements.


Contacts

Cheniere Partners
Investors

Randy Bhatia, 713-375-5479
Frances Smith, 713-375-5753

Media Relations
Eben Burnham-Snyder, 713-375-5764
Phil West, 713-375-5586

BISMARCK, N.D.--(BUSINESS WIRE)--Bakken Energy, an innovative developer of affordable clean hydrogen supply, announced today the signing of a Memorandum of Understanding with each of Cummins Inc. and Schneider National Carriers Inc., to work together on the design of the Heartland Hydrogen Hub to serve the needs of long-haul trucking.

In conjunction with the States of North Dakota, Minnesota, Wisconsin and Montana, Bakken Energy is working on the design of the Heartland Hydrogen Hub, a regional clean hydrogen hub recently announced by North Dakota Governor Doug Burgum. The Heartland Hydrogen Hub is solidly positioned to obtain federal funding through the Department of Energy’s $7 billion Regional Clean Hydrogen Hubs program announced on September 22, 2022, as part of the larger $8 billion hydrogen hub program funded through the Bipartisan Infrastructure Law.

The industry-led Hub will include Bakken Energy’s large scale affordable clean hydrogen production. Bakken Energy has been working with leaders in long-haul trucking on the infrastructure needed to cost effectively distribute clean hydrogen and accelerate the decarbonization of long-haul trucking. The shared vision led to an alliance with Cummins and Schneider.

“We are honored to have Cummins and Schneider join us in our work to develop a hydrogen hub in the Upper Midwest,” said Bakken Energy Founder and Chairman Steve Lebow. “The decarbonization benefits of getting long-haul trucks off diesel and onto hydrogen are tremendous, and Cummins and Schneider are leaders we wanted at the table with us.”

Long-haul trucking provides for scale to accelerate clean hydrogen adoption and CO2 emissions reduction. The impact of converting one diesel-fueled, Class 8 heavy duty truck to clean hydrogen fuel is equivalent to eliminating the CO2 emissions of thirty-one gasoline fueled passenger vehicles.

Bakken Energy is committed to the development of world class, large scale, affordable, clean hydrogen production facilities in North Dakota, including the transformation of the Great Plains Synfuels Plant using natural gas from the Mandan, Hidatsa and Arikara Nation that would otherwise be flared, including carbon capture and sequestration.

“Our focus in developing clean hydrogen production is scale and affordability,” said Bakken Energy CEO Mike Hopkins. “We want to make a difference in advancing the US hydrogen economy. In our region, the Upper Midwest, the clear market is long-haul trucking. Trucking-industry leaders have decided hydrogen will be a replacement for diesel and we want to make sure clean hydrogen supply meets their needs by partnering with them on the design of the Hub and in particular the distribution infrastructure.”

Cummins is a global power leader, helping customers navigate the energy transition with a broad portfolio of market-leading zero-emissions technologies. This includes hydrogen-producing electrolyzers, hydrogen fuel cells for mobility and stationary applications, and battery-electric powertrains and components. Cummins has a long history of advanced technology and engineering capabilities and has been part of many of the world’s hydrogen “firsts,” including powering the world's largest PEM electrolyzer system in operation at 20MW and the world’s first 100% hydrogen-powered passenger train fleet.

“Hydrogen hubs will be important to scaling the hydrogen economy in the United States and decarbonizing the trucking industry. We’re excited to join Bakken and Schneider in this effort,” said Amy Adams, Vice President of Fuel Cell and Hydrogen Technologies at Cummins. “The DOE’s investment in the development of clean hydrogen production, in addition to the tax credits available in the Inflation Reduction Act, have made these commercial partnerships possible sooner, representing the best of public-private innovation initiatives.”

Schneider, a premier multimodal provider of transportation, intermodal and logistics services headquartered in Green Bay, WI, is leading the industry with their sustainability efforts to reduce carbon emissions. “We see great potential with clean hydrogen to help deliver on our goals to reduce carbon emissions as well as play a key role in helping our customers meet their goals,” said Schneider Executive Vice President and Chief Administrative Officer Rob Reich. “Schneider is looking forward to this collaboration with Bakken Energy to lead the industry in clean hydrogen adoption.”

About Bakken Energy
Bakken Energy is an innovative clean hydrogen company working to become the largest producer of affordable clean hydrogen in the U.S. Its mission is to decarbonize the hard to decarbonize sectors of the economy with affordable clean hydrogen and to develop the future hydrogen economy that leads toward a low-carbon future.


Contacts

Mike Waterman
This email address is being protected from spambots. You need JavaScript enabled to view it.
(202) 530-4707

HOUSTON--(BUSINESS WIRE)--Archaea Energy Inc. (“Archaea”) (NYSE: LFG) announced today that it plans to issue its earnings release with respect to third quarter 2022 financial results on Thursday, November 10, 2022 after the market closes. In light of its pending acquisition by bp, as announced on October 17, 2022, Archaea will not host a conference call to discuss third quarter results.


ABOUT ARCHAEA

Archaea Energy Inc. is one of the largest RNG producers in the U.S., with an industry-leading platform and expertise in developing, constructing, and operating RNG facilities to capture waste emissions and convert them into low carbon fuel. Archaea’s innovative, technology-driven approach is backed by significant gas processing expertise, enabling Archaea to deliver RNG projects that are expected to have higher uptime and efficiency, faster project timelines, and lower development costs. Archaea partners with landfill and farm owners to help them transform potential sources of emissions into RNG, transforming their facilities into renewable energy centers. Archaea’s differentiated commercial strategy is focused on long-term contracts that provide commercial partners a reliable, non-intermittent, sustainable decarbonizing solution to displace fossil fuels.

Additional information is available at www.archaeaenergy.com.


Contacts

ARCHAEA CONTACTS

Megan Light
This email address is being protected from spambots. You need JavaScript enabled to view it.
346-439-7589

Blake Schreiber
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346-440-1627

LONDON--(BUSINESS WIRE)--Lodbrok Capital LLP recently sent the letter below to the Board of REC Silicon ASA, requesting they summon an EGM for the purpose of electing an additional board member.


REC Silicon ASA (“REC” or “the Company”)
Fornebuveien 84
PO Box 63
1324 Lysaker
Norway

Attn: The Directors of the Board

EXTRAORDINARY GENERAL MEETING AND NOMINATION OF A NEW DIRECTOR

24 October 2022

Dear directors,

Funds managed by Lodbrok Capital LLP (“Lodbrok”) and Water Street Capital, Inc. (“Water Street”) at the time of this letter together own more than 6% of the shares in REC. Lodbrok has been an investor in the Company since its inception in 2017, and Water Street first got involved with REC more than a decade ago. Both Lodbrok and Water Street share a belief that REC is significantly undervalued considering the strategic importance of its assets.

Lodbrok and Water Street are requesting the Board of Directors to summon an extraordinary general meeting (“EGM”) for the purpose of electing an additional board member, who will bring relevant industry knowledge and strong governance pedigree that can hopefully serve as a great asset to the Company. More details on the proposed candidate will be provided well in advance of the EGM.

In recent weeks, Lodbrok has been contacted by a wide array of investors in REC, ranging from large international institutions to a grassroot movement of passionate retail shareholders with a deep understanding of the value potential in REC, as well as the risks and challenges to unlocking this potential. Uniformly these investors have echoed Lodbrok’s view that there is scope to improve the governance dynamics in REC, which in the opinion of Lodbrok and Water Street is most easily addressed by the election of an experienced incremental director at the Board.

In the coming weeks, Lodbrok looks forward to providing more details and engaging in a dialogue with other investors about the EGM, and all material shareholders are welcome to reach out at This email address is being protected from spambots. You need JavaScript enabled to view it..

Sincerely,

Mikael Brantberg
Chief Investment Officer
Lodbrok Capital LLP

Joachim Bale
Partner
Lodbrok Capital LLP


Contacts

Lodbrok Media Contacts
Nepean
This email address is being protected from spambots. You need JavaScript enabled to view it.

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