Business Wire News

SPRING, Texas--(BUSINESS WIRE)--Mobil 1 recently announced that its new and improved motor oil formulation was hitting the market, offering its unique Triple Action Formula and Triple Action Formula+. With the introduction of the formulation, drivers and consumers can continue to trust Mobil 1 motor oils to keep their engine running smoothly with the unique blend of premium ingredients.


Triple Action Formula comprises three essential benefits for consumers:

  1. Performance to keep their engine running longer
  2. Protection to help in preventing breakdowns
  3. Cleanliness to prevent buildup of sludge and contaminants

The formulation will continue to allow consumers to go 10,000 miles between oil changes with guaranteed protection. In addition, it allows higher resistance to oil breakdown and helps extend engine life, even in severe conditions. With these new product benefits, consumers and drivers can now spend less time maintaining their car and more time enjoying the ride.

For drivers looking to get even more out of their engine, Mobil 1 Extended Performance and Mobil 1 Extended Performance High Mileage motor oils will now be offering Triple Action Formula+, a new product benefit that maximizes engine power in addition to the key benefits offered with Triple Action Formula (enhanced engine performance, protection, and cleanliness). Triple Action Formula+ also helps drivers go even further between oil changes, with guaranteed protection for 20,000 miles.

“At Mobil 1, we recognize that people have started driving their vehicles, both new and used, for longer periods of time and expect their engines to keep running at peak efficiency – mile after mile, year after year,” said Bryce Huschka, Mobil 1 Marketing Manager. “We continue to push the boundaries in product innovation so more drivers can feel confident that their engines will perform in all conditions. We are proud to launch the Triple Action formulation to help people get more out of any car and spend more time on the fun parts of driving – whether it be a short road trip or cross-country adventure.”

Learn more about Mobil 1 Triple Action Formula and its benefits on our website.

About Mobil 1

Mobil 1™ motor oil is the world's leading brand of synthetic motor oil. Our advanced technology allows Mobil 1 motor oils to meet or exceed some of the industry’s toughest standards and to provide exceptional protection under even extreme driving conditions. Mobil 1 motor oil is designed to help protect critical engine parts, maximize engine performance, and extend engine life. For more information, visit us online at www.mobil1.us and follow @Mobil1 on Facebook, Instagram and Twitter.

About ExxonMobil

ExxonMobil, one of the largest publicly traded international energy and petrochemical companies, creates solutions that improve quality of life and meet society’s evolving needs.

The corporation’s primary businesses - Upstream, Product Solutions and Low Carbon Solutions - provide products that enable modern life, including energy, chemicals, lubricants, and lower-emissions technologies. ExxonMobil holds an industry-leading portfolio of resources, and is one of the largest integrated fuels, lubricants and chemical companies in the world. To learn more, visit exxonmobil.com and the Energy Factor.

Follow us on Twitter and LinkedIn.


Contacts

832-625-4000

WARRENVILLE, Ill.--(BUSINESS WIRE)--Fuel Tech, Inc. (NASDAQ: FTEK), a technology company providing advanced engineering solutions for the optimization of combustion systems, emissions control, and water treatment in utility and industrial applications, today reported financial results for the third quarter (“Q3 2022”) and nine months ended September 30, 2022.


“We maintained our momentum through Q3 2022, which was the fourth consecutive quarter in which we have reported higher revenues compared to the comparable prior year period,” said Vincent J. Arnone, President and CEO. “We operated profitably for the quarter, maintained a strong financial position, and continued to develop our Dissolved Gas Infusion (“DGI”) technology business segment.

“Q3 2022 revenues increased 6.1%, led by higher revenues within our Air Pollution Control (APC) business segment. APC revenues through the first nine months of 2022 totaled $7.7 million, exceeding APC revenues for the full year 2021 of $6.9 million. We expect full year 2022 revenues for APC in the range of $11-12 million. Our FUEL CHEM business segment outperformed our expectations and, as a result, we now expect full year 2022 FUEL CHEM revenues in the range of $14-15 million, up from our prior forecast of $13-15 million. In late October, we released a White Paper that validates the best-in-class oxygen transfer efficiency of our Dissolved Gas Infusion (“DGI”) technology and created a dedicated DGI product page at www.dissolvedgasinfusion.com. We continue to execute on our development in support of the launch this technology, with an immediate focus on securing an executive to guide, grow and commercialize our DGI business.”

Q3 2022 Consolidated Results Overview

Consolidated revenues for the third quarter ended September 30, 2022 (“Q3 2022”) rose to $8.0 million from $7.6 million in the third quarter of 2021 (“Q3 2021”), reflecting a $0.8 million increase within APC, driven by the timing of project execution and new APC orders. Consolidated revenues were partially offset by a $0.3 million decline in FUEL CHEM revenues, due to the loss of one customer from a permanent plant retirement, the impact of unit dispatch/demand, and unforeseen plant outages.

Gross margin for Q3 2022 was 45.8% of revenues compared to 49.2% of revenues in Q3 2021, reflecting lower gross profit margin in the APC operating segment.

SG&A expenses increased to $3.3 million in Q3 2022 from $2.8 million in Q3 2021, reflecting increases in employee compensation and benefits, outside services, and administrative expenses.

Operating income decreased to $0.2 million from an operating income of $0.6 million in Q3 2021.

Net income in Q3 2022 was $0.3 million, or $0.01 per share, compared to net income of $0.7 million, or $0.02 per share, in Q3 2021.

APC segment revenues rose to $2.7 million from $1.9 million in Q3 2021, for the reasons cited above. APC gross margin in Q3 2022 was 34.0% compared to 41.7% in Q3 2021, due to a difference in product and project mix.

FUEL CHEM segment revenues were $5.3 million compared to $5.6 million in Q3 2021, for the reasons cited above. Segment gross margin in Q3 2022 51.9% compared to 51.8% in Q3 2021.

Adjusted EBITDA was $0.4 million in Q3 2022 compared to Adjusted EBITDA of $0.9 million in Q3 2021.

Consolidated Backlog

Consolidated backlog at September 30, 2022 declined to $8.8 million from $9.1 million at December 31, 2021.

Financial Condition

At September 30, 2022, cash and cash equivalents were $24.1 million, short-term investments were $2.5 million, and long-term investments were $7.3 million. Stockholders’ equity was $44.8 million, or $1.48 per share, and the Company had no long-term debt.

Conference Call

Management will host a conference call on Wednesday, November 9, 2022 at 10:00 am ET / 9:00 am CT to discuss the results and business activities. Interested parties may participate in the call by dialing:

  • (877) 423-9820 (Domestic) or
  • (201) 493-6749 (International)

The conference call will also be accessible via the Upcoming Events section of the Company’s web site at www.ftek.com. Following management’s opening remarks, there will be a question-and-answer session. Questions may be asked during the live call, or alternatively, participants may e-mail questions in advance to This email address is being protected from spambots. You need JavaScript enabled to view it.. For those who cannot listen to the live broadcast, an online replay will be available at www.ftek.com.

About Fuel Tech

Fuel Tech develops and commercializes state-of-the-art proprietary technologies for air pollution control, process optimization, water treatment, and advanced engineering services. These technologies enable customers to operate in a cost-effective and environmentally sustainable manner. Fuel Tech is a leader in nitrogen oxide (NOx) reduction and particulate control technologies and its solutions have been in installed on over 1,200 utility, industrial and municipal units worldwide. The Company’s FUEL CHEM® technology improves the efficiency, reliability, fuel flexibility, boiler heat rate, and environmental status of combustion units by controlling slagging, fouling, corrosion and opacity. Water treatment technologies include DGI™ Dissolved Gas Infusion Systems which utilize a patented nozzle to deliver supersaturated oxygen solutions and other gas-water combinations to target process applications or environmental issues. This infusion process has a variety of applications in the water and wastewater industries, including remediation, aeration, biological treatment and wastewater odor management. Many of Fuel Tech’s products and services rely heavily on the Company’s exceptional Computational Fluid Dynamics modeling capabilities, which are enhanced by internally developed, high-end visualization software. For more information, visit Fuel Tech’s web site at www.ftek.com.

NOTE REGARDING FORWARD-LOOKING STATEMENTS

This press release contains “forward-looking statements” as defined in Section 21E of the Securities Exchange Act of 1934, as amended, which are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995 and reflect Fuel Tech’s current expectations regarding future growth, results of operations, cash flows, performance and business prospects, and opportunities, as well as assumptions made by, and information currently available to, our management. Fuel Tech has tried to identify forward-looking statements by using words such as “anticipate,” “believe,” “plan,” “expect,” “estimate,” “intend,” “will,” and similar expressions, but these words are not the exclusive means of identifying forward-looking statements. These statements are based on information currently available to Fuel Tech and are subject to various risks, uncertainties, and other factors, including, but not limited to, those discussed in Fuel Tech’s Annual Report on Form 10-K in Item 1A under the caption “Risk Factors,” and subsequent filings under the Securities Exchange Act of 1934, as amended, which could cause Fuel Tech’s actual growth, results of operations, financial condition, cash flows, performance and business prospects and opportunities to differ materially from those expressed in, or implied by, these statements. Fuel Tech undertakes no obligation to update such factors or to publicly announce the results of any of the forward-looking statements contained herein to reflect future events, developments, or changed circumstances or for any other reason. Investors are cautioned that all forward-looking statements involve risks and uncertainties, including those detailed in Fuel Tech’s filings with the Securities and Exchange Commission.

FUEL TECH, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited)(in thousands, except share and per share data)

 

 

 

September 30,

 

December 31,

 

 

2022

 

2021

ASSETS

 

 

 

 

Current assets:

 

 

 

 

Cash and cash equivalents

 

$

24,082

 

 

$

35,893

 

Restricted cash and cash equivalents

 

 

 

 

 

891

 

Short-term investments

 

 

2,469

 

 

 

 

Accounts receivable, net

 

 

6,658

 

 

 

3,259

 

Inventories, net

 

 

391

 

 

 

348

 

Prepaid expenses and other current assets

 

 

696

 

 

 

1,074

 

Total current assets

 

 

34,296

 

 

 

41,465

 

Property and equipment, net of accumulated depreciation of $18,425 and $18,243, respectively

 

 

4,505

 

 

 

4,609

 

Goodwill

 

 

2,116

 

 

 

2,116

 

Other intangible assets, net of accumulated amortization of $389 and $341, respectively

 

 

410

 

 

 

448

 

Restricted cash

 

 

 

 

 

270

 

Right-of-use operating lease assets

 

 

225

 

 

 

242

 

Long-term investments

 

 

7,339

 

 

 

 

Other assets

 

 

791

 

 

 

824

 

Total assets

 

$

49,682

 

 

$

49,974

 

LIABILITIES AND STOCKHOLDERS' EQUITY

 

 

 

 

Current liabilities:

 

 

 

 

Accounts payable

 

$

2,626

 

 

$

1,561

 

Accrued liabilities:

 

 

 

 

Operating lease liabilities - current

 

 

125

 

 

 

113

 

Employee compensation

 

 

855

 

 

 

688

 

Other accrued liabilities

 

 

768

 

 

 

861

 

Total current liabilities

 

 

4,374

 

 

 

3,223

 

Operating lease liabilities - non-current

 

 

94

 

 

 

122

 

Deferred income taxes, net

 

 

139

 

 

 

139

 

Other liabilities

 

 

243

 

 

 

290

 

Total liabilities

 

 

4,850

 

 

 

3,774

 

Stockholders’ equity:

 

 

 

 

Common stock, $.01 par value, 40,000,000 shares authorized, 31,272,303 and 31,227,300 shares issued, and 30,296,297 and 30,263,791 shares outstanding, respectively

 

 

313

 

 

 

312

 

Additional paid-in capital

 

 

164,334

 

 

 

164,199

 

Accumulated deficit

 

 

(115,589

)

 

 

(114,549

)

Accumulated other comprehensive loss

 

 

(2,051

)

 

 

(1,604

)

Nil coupon perpetual loan notes

 

 

76

 

 

 

76

 

Treasury stock, at cost

 

 

(2,251

)

 

 

(2,234

)

Total stockholders’ equity

 

 

44,832

 

 

 

46,200

 

Total liabilities and stockholders’ equity

 

$

49,682

 

 

$

49,974

 

See notes to condensed consolidated financial statements.

 

FUEL TECH, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

(in thousands, except share and per-share data)

 

 

 

Three Months Ended

 

Nine Months Ended

 

 

September 30,

 

September 30,

 

 

2022

 

2021

 

2022

 

2021

Revenues

 

$

8,017

 

 

$

7,559

 

 

$

19,920

 

 

$

17,810

 

Costs and expenses:

 

 

 

 

 

 

 

 

Cost of sales

 

 

4,345

 

 

 

3,840

 

 

 

11,280

 

 

 

9,150

 

Selling, general and administrative

 

 

3,273

 

 

 

2,801

 

 

 

9,201

 

 

 

8,858

 

Research and development

 

 

207

 

 

 

340

 

 

 

716

 

 

 

1,070

 

 

 

 

7,825

 

 

 

6,981

 

 

 

21,197

 

 

 

19,078

 

Operating income (loss)

 

 

192

 

 

 

578

 

 

 

(1,277

)

 

 

(1,268

)

Interest expense

 

 

(4

)

 

 

(5

)

 

 

(13

)

 

 

(14

)

Interest income

 

 

92

 

 

 

1

 

 

 

101

 

 

 

4

 

Other income, net

 

 

34

 

 

 

104

 

 

 

158

 

 

 

1,586

 

Income (loss) before income taxes

 

 

314

 

 

 

678

 

 

 

(1,031

)

 

 

308

 

Income tax expense

 

 

 

 

 

 

 

 

(9

)

 

 

(10

)

Net income (loss)

 

$

314

 

 

$

678

 

 

$

(1,040

)

 

$

298

 

Net income (loss) per common share:

 

 

 

 

 

 

 

 

Basic net income (loss) per common share

 

$

0.01

 

 

$

0.02

 

 

$

(0.03

)

 

$

0.01

 

Diluted net income (loss) per common share

 

$

0.01

 

 

$

0.02

 

 

$

(0.03

)

 

$

0.01

 

Weighted-average number of common shares outstanding:

 

 

 

 

 

 

 

 

Basic

 

 

30,296,000

 

 

 

30,264,000

 

 

 

30,287,000

 

 

 

29,356,000

 

Diluted

 

 

30,371,000

 

 

 

30,335,000

 

 

 

30,287,000

 

 

 

29,482,000

 

See notes to condensed consolidated financial statements.

 

FUEL TECH, INC.

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

(Unaudited)

(in thousands)

 

 

 

Three Months Ended

 

Nine Months Ended

 

 

September 30,

 

September 30,

 

 

2022

 

2021

 

2022

 

2021

Net income (loss)

 

$

314

 

 

$

678

 

 

$

(1,040

)

 

$

298

 

Other comprehensive income (loss):

 

 

 

 

 

 

 

 

Foreign currency translation adjustments

 

 

(155

)

 

 

(153

)

 

 

(447

)

 

 

(213

)

Comprehensive income (loss)

 

$

159

 

 

$

525

 

 

$

(1,487

)

 

$

85

 

See notes to condensed consolidated financial statements.

 

FUEL TECH, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

(in thousands)

 

 

 

Nine Months Ended

 

 

September 30,

 

 

2022

 

2021

Operating Activities

 

 

 

 

Net (loss) income

 

$

(1,040

)

 

$

298

 

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

 

 

 

 

Depreciation

 

 

267

 

 

 

457

 

Amortization

 

 

70

 

 

 

114

 

Loss on disposal of equipment

 

 

 

 

 

13

 

Provision for doubtful accounts, net of recoveries

 

 

(45

)

 

 

(2

)

Stock-based compensation, net of forfeitures

 

 

136

 

 

 

61

 

Gain of forgiveness on Paycheck Protection Plan Loan

 

 

 

 

 

(1,556

)

Changes in operating assets and liabilities:

 

 

 

 

Accounts receivable

 

 

(3,449

)

 

 

1,405

 

Inventories

 

 

(44

)

 

 

(32

)

Prepaid expenses, other current assets and other non-current assets

 

 

370

 

 

 

1,176

 

Accounts payable

 

 

1,094

 

 

 

(980

)

Accrued liabilities and other non-current liabilities

 

 

50

 

 

 

(382

)

Net cash (used in) provided by operating activities

 

 

(2,591

)

 

 

572

 

Investing Activities

 

 

 

 

Purchases of equipment and patents

 

 

(186

)

 

 

(584

)

Purchases of debt securities

 

 

(9,777

)

 

 

 

Net cash used in investing activities

 

 

(9,963

)

 

 

(584

)

Financing Activities

 

 

 

 

Proceeds from sale of common stock issued in connection with private placement

 

 

 

 

 

25,812

 

Costs related to sale of common stock issued in connection with private placement

 

 

 

 

 

(1,783

)

Taxes paid on behalf of equity award participants

 

 

(17

)

 

 

(52

)

Net cash (used in) provided by financing activities

 

 

(17

)

 

 

23,977

 

Effect of exchange rate fluctuations on cash

 

 

(401

)

 

 

(249

)

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

 

 

(12,972

)

 

 

23,716

 

Cash, cash equivalents, and restricted cash and cash equivalents at beginning of period (Note 2)

 

 

37,054

 

 

 

12,606

 

Cash, cash equivalents and restricted cash and cash equivalents at end of period (Note 2)

 

$

24,082

 

 

$

36,322

 

See notes to condensed consolidated financial statements.

 

FUEL TECH, INC.

BUSINESS SEGMENT FINANCIAL DATA

(Unaudited)

(in thousands)

 

 

Air Pollution

 

FUEL CHEM

 

 

 

 

Three months ended September 30, 2022

 

Control Segment

 

Segment

 

Other

 

Total

Revenues from external customers

 

$

2,728

 

 

$

5,289

 

 

$

 

 

$

8,017

 

Cost of sales

 

 

(1,801

)

 

 

(2,544

)

 

 

 

 

 

(4,345

)

Gross margin

 

 

927

 

 

 

2,745

 

 

 

 

 

 

3,672

 

Selling, general and administrative

 

 

 

 

 

 

 

 

(3,273

)

 

 

(3,273

)

Research and development

 

 

 

 

 

 

 

 

(207

)

 

 

(207

)

Operating income (loss) from operations

 

$

927

 

 

$

2,745

 

 

$

(3,480

)

 

$

192

 

 

 

 

Air Pollution

 

FUEL CHEM

 

 

 

 

Three months ended September 30, 2021

 

Control Segment

 

Segment

 

Other

 

Total

Revenues from external customers

 

$

1,944

 

 

$

5,615

 

 

$

 

 

$

7,559

 

Cost of sales

 

 

(1,134

)

 

 

(2,706

)

 

 

 

 

 

(3,840

)

Gross margin

 

 

810

 

 

 

2,909

 

 

 

 

 

 

3,719

 

Selling, general and administrative

 

 

 

 

 

 

 

 

(2,801

)

 

 

(2,801

)

Research and development

 

 

 

 

 

 

 

 

(340

)

 

 

(340

)

Operating income (loss) from operations

 

$

810

 

 

$

2,909

 

 

$

(3,141

)

 

$

578

 

 

 

 

Air Pollution

 

FUEL CHEM

 

 

 

 

Nine months ended September 30, 2022

 

Control Segment

 

Segment

 

Other

 

Total

Revenues from external customers

 

$

7,670

 

 

$

12,250

 

 

$

 

 

$

19,920

 

Cost of sales

 

 

(5,032

)

 

 

(6,248

)

 

 

 

 

 

(11,280

)

Gross margin

 

 

2,638

 

 

 

6,002

 

 

 

 

 

 

8,640

 

Selling, general and administrative

 

 

 

 

 

 

 

 

(9,201

)

 

 

(9,201

)

Research and development

 

 

 

 

 

 

 

 

(716

)

 

 

(716

)

Operating income (loss) from operations

 

$

2,638

 

 

$

6,002

 

 

$

(9,917

)

 

$

(1,277

)

 

 

 

Air Pollution

 

FUEL CHEM

 

 

 

 

Nine months ended September 30, 2021

 

Control Segment

 

Segment

 

Other

 

Total

Revenues from external customers

 

$

3,837

 

 

$

13,973

 

 

$

 

 

$

17,810

 

Cost of sales

 

 

(2,172

)

 

 

(6,978

)

 

 

 

 

 

(9,150

)

Gross margin

 

 

1,665

 

 

 

6,995

 

 

 

 

 

 

8,660

 

Selling, general and administrative

 

 

 

 

 

 

 

 

(8,858

)

 

 

(8,858

)

Research and development

 

 

 

 

 

 

 

 

(1,070

)

 

 

(1,070

)

Operating income (loss) from operations

 

$

1,665

 

 

$

6,995

 

 

$

(9,928

)

 

$

(1,268

)

 

FUEL TECH, INC.
GEOGRAPHIC INFORMATION
(Unaudited)
(in thousands)

Information concerning Fuel Tech’s operations by geographic area is provided below. Revenues are attributed to countries based on the location of the customer. Assets are those directly associated with operations of the geographic area.

 

 

Three Months Ended

 

Nine Months Ended

 

 

September 30,

 

September 30,

 

 

2022

 

2021

 

2022

 

2021

Revenues:

 

 

 

 

 

 

 

 

United States

 

$

6,972

 

$

6,049

 

$

14,939

 

$

15,100

Foreign

 

 

1,045

 

 

1,510

 

 

4,981

 

 

2,710

 

 

$

8,017

 

$

7,559

 

$

19,920

 

$

17,810

 

 

September 30,

 

December 31,

 

 

2022

 

2021

Assets:

 

 

 

 

United States

 

$

47,170

 

$

46,271

Foreign

 

 

2,512

 

 

3,703

 

 

$

49,682

 

$

49,974

FUEL TECH, INC.

RECONCILIATION OF GAAP NET INCOME (LOSS) TO EBITDA AND ADJUSTED EBITDA

(Unaudited)

(in thousands)

 

 

Three Months Ended
September 30,

 

Nine Months Ended
September 30,

 

 

 

2022

 

 

 

2021

 

 

2022

 

 

 

2021

 

Net income (loss)

 

$

314

 

 

$

678

 

$

(1,040

)

 

$

298

 

Interest (income) expense, net

 

 

(88

)

 

 

4

 

 

(88

)

 

 

10

 

Income tax expense

 

 

-

 

 

 

-

 

 

9

 

 

 

10

 

Depreciation expense

 

 

85

 

 

 

138

 

 

267

 

 

 

457

 

Amortization expense

 

 

20

 

 

 

43

 

 

70

 

 

 

114

 

EBITDA

 

 

331

 

 

 

863

 

 

(782

)

 

 

889

 

Gain on Forgiveness of Paycheck Protection Plan loan

 

 

-

 

 

 

-

 

 

-

 

 

 

(1,566

)

Stock compensation expense

 

 

90

 

 

 

21

 

 

136

 

 

 

61

 

ADJUSTED EBITDA

 

$

421

 

 

$

884

 

$

(646

)

 

$

(616

)

Adjusted EBITDA

To supplement the Company's consolidated financial statements presented in accordance with generally accepted accounting principles in the United States (GAAP), the Company has provided an Adjusted EBITDA disclosure as a measure of financial performance. Adjusted EBITDA is defined as net income (loss) before interest expense, income tax expense (benefit), depreciation expense, amortization expense, stock compensation expense, and intangible assets abandonment and building impairment. The Company's reference to these non-GAAP measures should be considered in addition to results prepared in accordance with GAAP standards, but are not a substitute for, or superior to, GAAP results.

Adjusted EBITDA is provided to enhance investors' overall understanding of the Company's current financial performance and ability to generate cash flow, which we believe is a meaningful measure for our investor and analyst communities. In many cases non-GAAP financial measures are utilized by these individuals to evaluate Company performance and ultimately determine a reasonable valuation for our common stock. A reconciliation of Adjusted EBITDA to the nearest GAAP measure of net income (loss) has been included in the above financial table.


Contacts

Vince Arnone
President and CEO
(630) 845-4500

Devin Sullivan
Senior Vice President
The Equity Group Inc.
(212) 836-9608

MONTRÉAL--(BUSINESS WIRE)--$NMG #ESG--Nouveau Monde Graphite Inc. (“NMG” or the “Company”) (NYSE: NMG, TSX.V: NOU) announces it has closed its private placement announced on October 20, 2022 (the “Private Placement”) of unsecured convertible notes (the “Convertible Notes”) for aggregate gross proceeds of US$50 million in accordance with the subscription agreements entered into between the Company and each of Mitsui & Co., LTD (“Mitsui”) (TYO:8031), Pallinghurst Bond Limited (“Pallinghurst”) and Investissement Québec (“IQ”) on October 19, 2022. Through the Private Placement, Mitsui subscribed for US$25 million in Convertible Note, while Pallinghurst and IQ each subscribed for US$12.5 million. The Corporation intends to use the proceeds of the Private Placement to work in the upcoming months on optimizing the feasibility study dated July 6, 2022, on NMG’s Phase-2 Commercial integrated operations, which was filed on SEDAR and EDGAR on August 10, 2022.


The Convertible Notes are subject to a hold period of 4 months and one day expiring on March 9, 2023 (and the common shares and warrants of the Company issuable upon conversion of the Convertible Notes, if issued before that period).

For further information regarding the Private Placement and the Convertible Notes, please refer to NMG’s press release dated October 20, 2022, available under NMG’s profile on SEDAR at www.sedar.com and on EDGAR at www.sec.gov, and on NMG’s website at: https://nmg.com/panasonic-offtake/.

About Nouveau Monde Graphite

NMG is striving to become a key contributor to the sustainable energy revolution. The Company is working towards developing a fully integrated source of carbon-neutral battery anode material in Québec, Canada for the growing lithium-ion and fuel cell markets. With low-cost operations and enviable ESG standards, NMG aspires to become a strategic supplier to the world’s leading battery and automobile manufacturers, providing high-performing and reliable advanced materials while promoting sustainability and supply chain traceability. www.NMG.com

Subscribe to our news feed: https://NMG.com/investors/#news

Cautionary Note Regarding Forward-Looking Information

All statements, other than statements of historical fact, contained in this press release including, but not limited to those describing the expected use of proceeds of the Private Placement, the Private Placement, the Company’s relationship with its stakeholders, market trends and those statements which are discussed under the “About Nouveau Monde Graphite” paragraph and elsewhere in the press release which essentially describe the Company’s outlook and objectives, constitute “forward-looking information” or “forward-looking statements” (collectively, “forward-looking statements”) within the meaning of Canadian and United States securities laws, and are based on expectations, estimates and projections as of the time of this press release. Forward-looking statements are necessarily based upon a number of estimates and assumptions that, while considered reasonable by the Company as of the time of such statements, are inherently subject to significant business, economic and competitive uncertainties and contingencies. These estimates and assumptions may prove to be incorrect. Moreover, these forward-looking statements were based upon various underlying factors and assumptions, including the current technological trends, the ability to operate in a safe and effective manner, the timely delivery and installation of the equipment supporting the production, the Company’s business prospects and opportunities and estimates of the operational performance of the equipment, and are not guarantees of future performance.

Forward-looking statements are subject to known or unknown risks and uncertainties that may cause actual results to differ materially from those anticipated or implied in the forward-looking statements. Risk factors that could cause actual results or events to differ materially from current expectations include, among others, delays in the scheduled delivery times of the equipment, the ability of the Company to successfully implement its strategic initiatives and whether such strategic initiatives will yield the expected benefits, the availability of financing or financing on favorable terms for the Company, the dependence on commodity prices, the impact of inflation on costs, the risks of obtaining the necessary permits, the operating performance of the Company’s assets and businesses, competitive factors in the graphite mining and production industry, changes in laws and regulations affecting the Company’s businesses, political and social acceptability risk, environmental regulation risk, currency and exchange rate risk, technological developments, the impacts of the global COVID-19 pandemic and the governments’ responses thereto, and general economic conditions, as well as earnings, capital expenditure, cash flow and capital structure risks and general business risks. A further description of risks and uncertainties can be found in NMG’s Annual Information Form dated March 22, 2022, including in the section thereof captioned “Risk Factors”, which is available on SEDAR at www.sedar.com and on EDGAR at www.sec.gov. Unpredictable or unknown factors not discussed in this Cautionary Note could also have material adverse effects on forward-looking statements.

Many of these uncertainties and contingencies can directly or indirectly affect, and could cause, actual results to differ materially from those expressed or implied in any forward-looking statements. There can be no assurance that forward-looking statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Forward-looking statements are provided for the purpose of providing information about management’s expectations and plans relating to the future. The Company disclaims any intention or obligation to update or revise any forward-looking statements or to explain any material difference between subsequent actual events and such forward-looking statements, except to the extent required by applicable law.

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

Further information regarding the Company is available in the SEDAR database (www.sedar.com), and for United States readers on EDGAR (www.sec.gov), and on the Company’s website at: www.NMG.com

This press release shall not constitute an offer to sell or a solicitation of an offer to buy nor shall there be any sale of the securities in any state in which such offer, solicitation or sale would be unlawful. The securities being sold have not been, nor will they be, registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act") and may not be offered or sold to, or for the account or benefit of, persons in the United States or U.S. persons absent registration or an applicable exemption from the registration requirements of the U.S. Securities Act and applicable state securities laws. "United States" and "U.S. person" are as defined in Regulation S under the U.S. Securities Act.


Contacts

MEDIA

Julie Paquet
VP Communications & ESG Strategy
+1-450-757-8905 #140
This email address is being protected from spambots. You need JavaScript enabled to view it.

INVESTORS

Marc Jasmin
Director, Investor Relations
+1-450-757-8905 #993
This email address is being protected from spambots. You need JavaScript enabled to view it.

HOUSTON--(BUSINESS WIRE)--Tidewater Inc. (NYSE: TDW) (the “Company” or “Tidewater”) today announced the commencement of a registered underwritten public offering of up to 3,987,914 shares of its common stock. The Company intends to use the net proceeds from the offering (before expenses) to repurchase from Banyan Overseas Limited (“Banyan”) a number of warrants exercisable for shares of the Company’s common stock (“Warrants”) equal to the number of shares of the Company’s common stock sold in the offering. The Warrants were issued to Banyan in connection with the Company’s acquisition of all of the issued and outstanding shares of Swire Pacific Offshore Holdings Limited (now known as Tidewater Offshore Holdings Limited) from Banyan.


Morgan Stanley is acting as the sole underwriter for the offering. The offering is subject to market and other customary closing conditions, and there can be no assurance as to whether or when the offering may be completed.

The shares of common stock described above are being offered pursuant to a shelf registration statement on Form S-3 (File No. 333-234686), including a base prospectus, which was previously filed by the Company with the Securities and Exchange Commission (“SEC”) and declared effective on July 20, 2021. A preliminary prospectus supplement and accompanying prospectus relating to the offering will be filed with the SEC and will be available on the SEC’s website at www.sec.gov. When available, copies of the preliminary prospectus supplement and the accompanying prospectus may also be obtained by contacting: Morgan Stanley & Co. LLC, Attention: Prospectus Department, 180 Varick Street, Second Floor, New York, New York 10014.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

About Tidewater

Tidewater owns and operates one of the largest fleets of offshore support vessels in the industry, with more than 65 years of experience supporting offshore energy exploration, production, generation and offshore wind activities worldwide.

Forward-Looking Statements

In accordance with the safe harbor provisions of the Private Securities Litigation Reform Act of 1995, Tidewater notes that certain statements set forth in this press release contain forward-looking statements that reflect our current view with respect to future events and future financial performance. Forward-looking statements are all statements other than statements of historical fact, which can generally be identified by the use of such terminology as “may,” “can,” “potential,” “expect,” “project,” “target,” “anticipate,” “estimate,” “forecast,” “believe,” “think,” “could,” “continue,” “intend,” “seek,” “plan,” and similar expressions, and are not guarantees or assurances of future performance or events. Such statements include, but are not limited to, statements relating to the timing, size and completion of our proposed offering and our intended use of proceeds. All such forward-looking statements are subject to risks and uncertainties, many of which are beyond the control of the Company, and our future results of operations could differ materially from our historical results or current expectations reflected by such forward-looking statements. Investors should carefully consider the risk factors described in detail in the Company’s most recent Form 10-K, most recent Form 10-Q, and in similar sections of other filings made by the Company with the SEC from time to time. The Company’s filings can be obtained free of charge on the SEC’s website at www.sec.gov. Except to the extent required by law, the Company expressly disclaims any obligations or undertaking to release publicly any updates or revisions to any forward-looking statements contained in this press release to reflect any change in the Company’s expectations or any change in events, conditions or circumstances on which any statement is based. Forward-looking statements and written and oral forward-looking statements attributable to the Company or its representatives after the date of this release are qualified in their entirety by the cautionary statements contained in this paragraph and in other reports filed by the Company with the SEC.


Contacts

Tidewater Inc.
West Gotcher
Vice President, Finance and Investor Relations
+1.713.470.5285

TORONTO--(BUSINESS WIRE)--Electra Battery Materials Corporation (NASDAQ: ELBM; TSX-V: ELBM) (“Electra” or the “Company”) plans to undertake an overnight-marketed public offering of units of the Company (the “Units”) on a “best efforts” basis led by Cantor Fitzgerald Canada Corporation. Each Unit is expected to consist of one common share in the capital of the Company (a “Common Share”) and one full warrant to purchase one Common Share for a period of 36 months, at a price per Unit and final terms to be determined in the context of the market, for expected gross proceeds of up to approximately US$8 million (~C$11 million) (the “Equity Offering”).


The Company has filed today a preliminary prospectus supplement (the “Prospectus Supplement”) to its final short form base shelf prospectus dated November 26, 2020, as amended by amendment no. 1 dated November 30, 2021 (collectively, the “Base Shelf Prospectus”) in connection with the Equity Offering. The Prospectus Supplement was filed with the securities regulatory authorities in each of the provinces of Canada, except Québec. The Prospectus Supplement was also filed with the U.S. Securities and Exchange Commission (the “SEC”) as part of a registration statement on Form F-10 (File No. 333-264982), effective upon filing with the SEC on May 16, 2022, in accordance with the Multijurisdictional Disclosure System established between Canada and the United States.

The Units are being offered (i) to the public in each of the provinces of Canada, other than Québec, (ii) in the United States, and (iii) in such other international jurisdictions, as the Company and the dealers agree.

The Company intends to use the net proceeds of the Equity Offering for capital expenditures associated with the expansion and recommissioning of the Company’s wholly-owned hydrometallurgical cobalt refinery, including buildings, equipment, infrastructure, and other direct costs, as well as engineering and project management costs.

The Equity Offering is expected to close on or about November 15, 2022, and is subject to customary closing conditions including the receipt of all necessary regulatory approvals, including the approval of the TSX Venture Exchange and notification to The Nasdaq Stock Market. There can be no assurance as to whether or when the Equity Offering may be completed, or as to the actual size or terms of the Equity Offering.

Cantor Fitzgerald Canada Corporation is acting as lead agent and sole bookrunner for the Equity Offering.

The Prospectus Supplement and the accompanying Base Shelf Prospectus contain important detailed information about the Equity Offering. The Prospectus Supplement and the accompanying Base Shelf Prospectus can be found without charge on SEDAR at www.sedar.com and on EDGAR at www.sec.gov. Copies of the Prospectus Supplement and accompanying Base Shelf Prospectus may also be obtained in Canada from Cantor Fitzgerald Canada Corporation, Attn: Equity Capital Markets, 181 University Avenue, Suite 1500, Toronto, ON, M5H 3M7, email: This email address is being protected from spambots. You need JavaScript enabled to view it., or in the United States from Cantor Fitzgerald & Co., Attn: Capital Markets, 499 Park Avenue, 4th Floor, New York, New York 10022 or by email at This email address is being protected from spambots. You need JavaScript enabled to view it.. Prospective investors should read the Prospectus Supplement and the accompanying Base Shelf Prospectus, and the other documents the Company has filed, before making an investment decision.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.

About Electra Battery Materials

Electra is a processor of low-carbon, ethically-sourced battery materials.

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

Cautionary Note Regarding Forward-Looking Statements

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


Contacts

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

- Full Year Revenue and Consolidated Adjusted EBITDA1 Outlook Remains Firm -

- Continued Excellent Organic Growth Within Water, Renewable Energy and GHG Services -

- Sequential Quarterly Margin Expansion Primarily from Pricing Increases and Favorable Revenue Mix -

- Stronger Conversion of Earnings to Cash Flow from Operations -

- Net Loss Per Share of $(0.33) and Adjusted Net Income Per Share1 of $0.12 -

- Limited Balance Sheet Exposure to Higher Interest Rate Environment -

LITTLE ROCK, Ark.--(BUSINESS WIRE)--Montrose Environmental Group, Inc. (the “Company,” “Montrose” or “MEG”) (NYSE: MEG) today announced results for the third quarter ended September 30, 2022.


Montrose Chief Executive Officer and Director, Vijay Manthripragada, commented, “Our third quarter results reflect the resiliency of our business model and continued demand for our environmental solutions. Quarterly margins are expanding sequentially, as expected, and cash flows from operations remain very strong. Our balance sheet has limited exposure to a higher interest rate environment and provides us with ample flexibility. We are pleased with the continued surge in demand for our water treatment, renewable energy (biogas), and greenhouse gas measurement businesses, which largely offset the anticipated decline in COVID-19 related services provided by CTEH. With our strong organic growth in key services, we have increased our emphasis on hiring, onboarding, training, and quality management with new colleagues, while modulating our pace of acquisitions in 2022. We focused this year’s M&A on smaller, strategic bolt-ons. The landscape of acquisition opportunities has not changed, so our M&A pipeline is building attractively. We remain as optimistic as ever about our ability to create value for our stakeholders organically and via acquisitions.”

Mr. Manthripragada continued, “As we have said from the beginning, ours is not a quarterly business. Given the nature of our projects, there is often variance in any given quarter, but on an annual basis our outlook remains unchanged. Demand for our services has never been as strong and our conviction in organic growth opportunities has deepened. For 2022, our revenue and Consolidated Adjusted EBITDA1 outlook remains firm. We continue to be optimistic about the trajectory of our business this year and into the foreseeable future. Most importantly, we are proud of and grateful for our entire team’s efforts.”

__________________________________________________

(1) Consolidated Adjusted EBITDA, Adjusted Net Income (Loss) and Adjusted Net Income (Loss) per Share are non-GAAP measures. See the appendix to this release for a discussion of these measures, including how they are calculated and the reasons why we believe they provide useful information to investors, and a reconciliation for historical periods to the most directly comparable GAAP measures.

Third Quarter 2022 Results

Total revenue in the third quarter of 2022 was $130.3 million compared to $132.6 million in the prior year quarter. The change in revenues was primarily due to lower demand for COVID-19 related services provided by CTEH, partially offset by strong organic growth in our Measurement and Analysis and Remediation and Reuse segments as well as acquisitions completed during the past twelve months. Excluding CTEH revenues of $26.2 million and $53.1 million in the three months ended September 30, 2022 and 2021, respectively, total revenue in the third quarter of 2022 was $104.1 million compared to $79.5 million in the prior year quarter, an increase of 30.9% over the prior year period.

Net loss was $(5.7) million, or a loss of $(0.33) per share, in the third quarter of 2022 compared to net income of $2.2 million, or a loss of $(0.07) per share, in the prior year quarter. The year-over-year change was primarily attributable to higher stock-based compensation expense in the current year, partially offset by a fair value gain on our interest rate swap.

Adjusted Net Income1 was $7.8 million, and Adjusted Net Income per Share1 was $0.12, in the third quarter of 2022 compared to Adjusted Net Income1 of $11.5 million, and Adjusted Net Income per Share1 of $0.28 in the prior year quarter. The year-over-year change was primarily attributable to lower Consolidated Adjusted EBITDA1.

Third quarter 2022 Consolidated Adjusted EBITDA1 was $17.1 million, compared to $20.3 million in the prior year quarter.

First Nine Months 2022 Results

Total revenue in the first nine months of 2022 increased 0.6% to $404.9 million compared to $402.6 million in the prior year period. The increase in revenues was primarily driven by organic growth in our Measurement and Analysis and Remediation and Reuse segments, primarily offset by significantly lower COVID-19-related services provided by CTEH. Year-to-date revenue growth also benefited from the acquisitions completed during 2021 and the first nine months of 2022.

Net loss was $(21.0) million, or $(1.12) per share for the first nine months of 2022, compared to a net loss of $(23.9) million, or $(1.40) per share, in the prior year period. The year-over-year change was primarily attributable to an increase in stock-based compensation expense in the current year, partially offset by lower interest expense and fair value gains on our interest rate swap in the current year.

Adjusted Net Income1 was $18.7 million, and Adjusted Net Income per Share1 was $0.22, for the first nine months of 2022 compared to Adjusted Net Income1 of $19.9 million, and Adjusted Net Income per Share1 of $0.29, in the prior year period. The year-over-year change was primarily attributable to lower Consolidated Adjusted EBITDA1, partially offset by lower interest expense in the current year.

Consolidated Adjusted EBITDA1 for the nine months ended September 30, 2022 was $48.4 million, compared to $56.0 million in the prior year period.

Operating Cash Flow, Liquidity and Capital Resources

Cash provided by operating activities for the first nine months ended September 30, 2022 was $8.2 million compared to cash provided by operating activities of $13.7 million in the prior year period. Cash flow from operations includes payment of contingent consideration of $19.5 million and $15.5 million in the current and prior year periods, respectively. Excluding these acquisition-related contingent earnout payments, which are not part of day-to-day operations, cash flow from operating activities was $27.7 million compared to $29.2 million in the prior year period.

As of September 30, 2022, Montrose had total debt, before debt issuance costs, of $166.3 million and $218.6 million of liquidity, including $93.6 million of cash and $125.0 million of availability on its revolving credit facility. At our current leverage ratio, $100.0 million of debt bears interest at a fixed rate of 2.89% through January 2025. As of September 30, 2022, Montrose’s leverage ratio under its credit facility, which includes acquisition-related contingent earnout payments that may become payable in cash, was 1.2 times.

Acquisitions

In August 2022, Montrose acquired TriAD Environmental Consultants, a small but highly additive environmental consulting firm with a focus on the Southeast U.S. TriAD is part of the Company’s Remediation and Reuse segment.

In September 2022, Montrose acquired AirKinetics, Inc., a small but additive emissions testing services provider in the Western U.S. AirKinetics is part of the Company’s Measurement and Analysis segment.

Full Year 2022 Outlook

The Company is maintaining the same midpoint of its revenue guidance and tightening the range to $535.0 million to $555.0 million, which is within the Company’s original revenue guidance range of $520.0 million to $570.0 million. The Company also continues to expect Consolidated Adjusted EBITDA1 to be in the range of $68.0 million to $73.0 million for the full year 2022.

The outlook does not include any benefit from future acquisitions that have not yet been completed or any new large-scale CTEH emergency response projects.

Webcast and Conference Call

The Company will host a webcast and conference call on Wednesday, November 9, 2022 at 8:30 a.m. Eastern time to discuss third quarter financial results. Their prepared remarks will be followed by a question and answer session. A live webcast of the conference call will be available in the Investors section of the Montrose website at www.montrose-env.com. The conference call will also be accessible by dialing 1-877-407-9208 (Domestic) and 1-201-493-6784 (International). For those who are unable to listen to the live broadcast, an audio replay of the conference call will be available on the Montrose website for 30 days.

About Montrose

Montrose is a leading environmental solutions company focused on supporting commercial and government organizations as they deal with the challenges of today, and prepare for what’s coming tomorrow. With 2,500+ employees across more than 80 locations around the world, Montrose combines deep local knowledge with an integrated approach to design, engineering, and operations, enabling the Company to respond effectively and efficiently to the unique requirements of each project. From comprehensive air measurement and laboratory services to regulatory compliance, emergency response, permitting, engineering, and remediation, Montrose delivers innovative and practical solutions that keep its clients on top of their immediate needs – and well ahead of the strategic curve. For more information, visit www.montrose-env.com.

Forward‐Looking Statements

This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements may be identified by the use of words such as “intend,” “expect”, and “may”, and other similar expressions that predict or indicate future events or that are not statements of historical matters. Forward-looking statements are based on current information available at the time the statements are made and on management’s reasonable belief or expectations with respect to future events, and are subject to risks and uncertainties, many of which are beyond the Company’s control, that could cause actual performance or results to differ materially from the belief or expectations expressed in or suggested by the forward-looking statements. Further, many of these factors are, and may continue to be, amplified by the COVID-19 pandemic. Additional factors or events that could cause actual results to differ may also emerge from time to time, and it is not possible for the Company to predict all of them. Forward-looking statements speak only as of the date on which they are made, and the Company undertakes no obligation to update any forward-looking statement to reflect future events, developments or otherwise, except as may be required by applicable law. Investors are referred to the Company’s filings with the Securities and Exchange Commission, including its Annual Report on Form 10-K for the year ended December 31, 2021, for additional information regarding the risks and uncertainties that may cause actual results to differ materially from those expressed in any forward-looking statement.

MONTROSE ENVIRONMENTAL GROUP, INC.

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND

COMPREHENSIVE (LOSS) INCOME

(In thousands, except per share data)

 

 

 

 

 

 

 

 

 

 

 

 

Three Months Ended
September 30,

 

 

For the Nine Months
Ended September 30,

 

 

 

2022

 

 

2021

 

 

2022

 

 

2021

 

REVENUES

 

$

130,312

 

 

$

132,578

 

 

$

404,902

 

 

$

402,619

 

COST OF REVENUES (exclusive of
depreciation and amortization shown below)

 

 

82,234

 

 

 

85,242

 

 

 

261,049

 

 

 

272,662

 

SELLING, GENERAL AND ADMINISTRATIVE
EXPENSE

 

 

42,857

 

 

 

30,499

 

 

 

131,120

 

 

 

82,865

 

FAIR VALUE CHANGES IN BUSINESS
ACQUISITIONS CONTINGENT
CONSIDERATION

 

 

59

 

 

 

 

 

 

(3,472

)

 

 

24,035

 

DEPRECIATION AND AMORTIZATION

 

 

11,504

 

 

 

11,471

 

 

 

35,928

 

 

 

33,145

 

(LOSS) INCOME FROM OPERATIONS

 

 

(6,342

)

 

 

5,366

 

 

 

(19,723

)

 

 

(10,088

)

OTHER INCOME (EXPENSE)

 

 

 

 

 

 

 

 

 

 

 

 

Other income (expense)

 

 

1,814

 

 

 

(516

)

 

 

4,618

 

 

 

(1,909

)

Interest expense—net

 

 

(1,400

)

 

 

(1,722

)

 

 

(4,010

)

 

 

(11,208

)

Total other income (expense)—net

 

 

414

 

 

 

(2,238

)

 

 

608

 

 

 

(13,117

)

(LOSS) INCOME BEFORE (BENEFIT) EXPENSE FROM
INCOME TAXES

 

 

(5,928

)

 

 

3,128

 

 

 

(19,115

)

 

 

(23,205

)

INCOME TAX (BENEFIT) EXPENSE

 

 

(208

)

 

 

902

 

 

 

1,892

 

 

 

648

 

NET (LOSS) INCOME

 

$

(5,720

)

 

$

2,226

 

 

$

(21,007

)

 

$

(23,853

)

EQUITY ADJUSTMENT FROM FOREIGN
CURRENCY TRANSLATION

 

 

20

 

 

 

(74

)

 

 

17

 

 

 

(17

)

COMPREHENSIVE (LOSS) INCOME

 

 

(5,700

)

 

 

2,152

 

 

 

(20,990

)

 

 

(23,870

)

CONVERTIBLE AND REDEEMABLE
SERIES A-2 PREFERRED
STOCK DIVIDEND

 

 

(4,100

)

 

 

(4,100

)

 

 

(12,300

)

 

 

(12,300

)

NET LOSS ATTRIBUTABLE TO
COMMON STOCKHOLDERS

 

 

(9,820

)

 

 

(1,874

)

 

 

(33,307

)

 

 

(36,153

)

WEIGHTED AVERAGE COMMON SHARES
OUTSTANDING— BASIC AND DILUTED

 

 

29,691

 

 

 

26,220

 

 

 

29,677

 

 

 

25,798

 

NET LOSS PER SHARE ATTRIBUTABLE
TO COMMON STOCKHOLDERS—
BASIC AND DILUTED

 

$

(0.33

)

 

$

(0.07

)

 

$

(1.12

)

 

$

(1.40

)

MONTROSE ENVIRONMENTAL GROUP, INC.

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF FINANCIAL POSITION

(In thousands, except share data)

 

 

 

September 30, 2022

 

 

December 31, 2021

 

ASSETS

 

 

 

 

 

 

CURRENT ASSETS:

 

 

 

 

 

 

Cash and restricted cash

 

$

93,566

 

 

$

146,741

 

Accounts receivable—net

 

 

80,927

 

 

 

98,513

 

Contract assets

 

 

60,444

 

 

 

40,139

 

Prepaid and other current assets

 

 

10,890

 

 

 

8,465

 

Total current assets

 

 

245,827

 

 

 

293,858

 

NON-CURRENT ASSETS:

 

 

 

 

 

 

Property and equipment—net

 

 

33,581

 

 

 

31,521

 

Operating lease right-of-use asset—net

 

 

28,453

 

 

 

23,532

 

Finance lease right-of-use asset—net

 

 

9,869

 

 

 

8,944

 

Goodwill

 

 

318,413

 

 

 

311,944

 

Other intangible assets—net

 

 

146,268

 

 

 

160,997

 

Other assets

 

 

6,694

 

 

 

2,298

 

TOTAL ASSETS

 

$

789,105

 

 

$

833,094

 

LIABILITIES, CONVERTIBLE AND REDEEMABLE SERIES A-2 PREFERRED STOCK AND
STOCKHOLDERS’ EQUITY

 

 

 

 

 

 

CURRENT LIABILITIES:

 

 

 

 

 

 

Accounts payable and other accrued liabilities

 

 

58,316

 

 

 

68,936

 

Accrued payroll and benefits

 

 

20,477

 

 

 

25,971

 

Business acquisitions contingent consideration, current

 

 

3,967

 

 

 

31,450

 

Current portion of operating lease liabilities

 

 

8,130

 

 

 

6,888

 

Current portion of finance lease liabilities

 

 

3,763

 

 

 

3,512

 

Current portion of long-term debt

 

 

8,750

 

 

 

10,938

 

Total current liabilities

 

 

103,403

 

 

 

147,695

 

NON-CURRENT LIABILITIES:

 

 

 

 

 

 

Business acquisitions contingent consideration, long-term

 

 

2,810

 

 

 

4,350

 

Other non-current liabilities

 

 

22

 

 

 

100

 

Deferred tax liabilities—net

 

 

5,766

 

 

 

4,006

 

Conversion option

 

 

24,730

 

 

 

23,081

 

Operating lease liability—net of current portion

 

 

20,841

 

 

 

16,859

 

Finance lease liability—net of current portion

 

 

6,562

 

 

 

5,756

 

Long-term debt—net of deferred financing fees

 

 

155,645

 

 

 

161,818

 

Total liabilities

 

 

319,779

 

 

 

363,665

 

COMMITMENTS AND CONTINGENCIES

 

 

 

 

 

 

CONVERTIBLE AND REDEEMABLE SERIES A-2 PREFERRED STOCK $0.0001
PAR VALUE—

 

 

 

 

 

 

Authorized, issued and outstanding shares: 17,500 at September 30, 2022 and
December 31, 2021; aggregate liquidation preference of $182.2 million at September 30, 2022 and
December 31, 2021

 

 

152,928

 

 

 

152,928

 

STOCKHOLDERS’ EQUITY:

 

 

 

 

 

 

Common stock, $0.000004 par value; authorized shares: 190,000,000 at
September 30, 2022 and December 31, 2021; issued and outstanding shares: 29,707,503 and
29,619,921 at September 30, 2022 and December 31, 2021, respectively

 

 

 

 

 

 

Additional paid-in-capital

 

 

485,030

 

 

 

464,143

 

Accumulated deficit

 

 

(168,685

)

 

 

(147,678

)

Accumulated other comprehensive income

 

 

53

 

 

 

36

 

Total stockholders’ equity

 

 

316,398

 

 

 

316,501

 

TOTAL LIABILITIES, CONVERTIBLE AND REDEEMABLE SERIES A-2 PREFERRED STOCK
AND STOCKHOLDERS’ EQUITY

 

$

789,105

 

 

$

833,094

 

MONTROSE ENVIRONMENTAL GROUP, INC.

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands)

 

 

 

For the Nine Months
Ended September 30,

 

 

 

2022

 

 

2021

 

OPERATING ACTIVITIES:

 

 

 

 

 

 

Net loss

 

$

(21,007

)

 

$

(23,853

)

Adjustments to reconcile net loss to net cash used in operating activities:

 

 

 

 

 

 

(Recovery) provision for bad debt

 

 

(821

)

 

 

803

 

Depreciation and amortization

 

 

35,928

 

 

 

33,145

 

Amortization of right-of-use asset

 

 

6,934

 

 

 

5,947

 

Stock-based compensation expense

 

 

32,375

 

 

 

6,587

 

Fair value changes in financial instruments

 

 

(4,664

)

 

 

1,651

 

Fair value changes in business acquisition contingencies

 

 

(3,472

)

 

 

24,035

 

Deferred income taxes

 

 

1,892

 

 

 

232

 

Debt extinguishment costs

 

 

 

 

 

4,052

 

Other

 

 

460

 

 

 

68

 

Changes in operating assets and liabilities—net of acquisitions:

 

 

 

 

 

 

Accounts receivable and contract assets

 

 

7,301

 

 

 

(12,503

)

Prepaid expenses and other current assets

 

 

(1,364

)

 

 

(1,781

)

Accounts payable and other accrued liabilities

 

 

(12,943

)

 

 

(3,422

)

Accrued payroll and benefits

 

 

(6,363

)

 

 

61

 

Payment of contingent consideration

 

 

(19,457

)

 

 

(15,549

)

Other assets

 

 

 

 

 

 

Change in operating leases

 

 

(6,634

)

 

 

(5,765

)

Net cash provided by operating activities

 

 

8,165

 

 

 

13,708

 

INVESTING ACTIVITIES:

 

 

 

 

 

 

Purchases of property and equipment

 

 

(5,414

)

 

 

(5,405

)

Proceeds received from corporate owned insurance

 

 

277

 

 

 

 

Proprietary software development and other software costs

 

 

(397

)

 

 

(241

)

Purchase price true ups

 

 

(439

)

 

 

(8,562

)

Cash paid for acquisitions—net of cash acquired

 

 

(21,342

)

 

 

(36,480

)

Net cash used in investing activities

 

 

(27,315

)

 

 

(50,688

)

FINANCING ACTIVITIES:

 

 

 

 

 

 

Proceeds from line of credit

 

 

 

 

 

109,000

 

Payments on line of credit

 

 

 

 

 

(72,000

)

Proceeds from term loans

 

 

 

 

 

175,000

 

Repayment of term loan

 

 

(8,751

)

 

 

(173,905

)

Payment of contingent consideration

 

 

(10,722

)

 

 

(9,605

)

Repayment of finance leases

 

 

(2,906

)

 

 

(1,884

)

Debt issuance costs

 

 

 

 

 

(2,590

)

Proceeds from issuance of common stock for exercised stock options

 

 

812

 

 

 

6,032

 

Dividend payment to the Series A-2 shareholders

 

 

(12,300

)

 

 

(12,300

)

Payments of deferred offering costs

 

 

(183

)

 

 

 

Net cash (used in) provided by financing activities

 

 

(34,050

)

 

 

17,748

 

CHANGE IN CASH, CASH EQUIVALENTS AND RESTRICTED CASH

 

 

(53,200

)

 

 

(19,232

)

Foreign exchange impact on cash balance

 

 

25

 

 

 

357

 

CASH, CASH EQUIVALENTS AND RESTRICTED CASH:

 

 

 

 

 

 

Beginning of year

 

 

146,741

 

 

 

34,881

 

End of period

 

$

93,566

 

 

$

16,006

 

SUPPLEMENTAL DISCLOSURES OF CASH FLOWS INFORMATION:

 

 

 

 

 

 

Cash paid for interest

 

$

4,852

 

 

$

4,649

 

Cash paid for income tax

 

$

587

 

 

$

958

 

SUPPLEMENTAL DISCLOSURES OF NON-CASH INVESTING AND FINANCING ACTIVITIES:

 

 

 

 

 

 

Accrued purchases of property and equipment

 

$

881

 

 

$

1,171

 

Property and equipment purchased under finance leases

 

$

3,939

 

 

$

1,766

 

Common stock issued to acquire new businesses

 

$

 

 

$

6,020

 

Acquisitions unpaid contingent consideration

 

$

6,777

 

 

$

35,352

 

Offering costs included in accounts payable and other accrued liabilities

 

$

 

 

$

389

 

Acquisitions contingent consideration paid in shares

 

$

 

 

$

26,084

 

Non-GAAP Financial Information

In addition to our results under GAAP, in this release we also present certain other supplemental financial measures of financial performance that are not required by, or presented in accordance with, GAAP, including, Consolidated Adjusted EBITDA, Adjusted Net Income (Loss) and Adjusted Net Income (Loss) per Share. We calculate Consolidated Adjusted EBITDA as net income (loss) before interest expense, income tax expense (benefit) and depreciation and amortization, adjusted for the impact of certain other items, including stock-based compensation expense and acquisition-related costs, as set forth in greater detail in the table below. We calculate Adjusted Net Income (Loss) as net income (loss) before amortization of intangible assets, stock-based compensation expense, fair value changes to financial instruments and contingent earnouts, and other gain or losses, as set forth in greater detail in the table below. Adjusted Net Income (Loss) per Share represents Adjusted Net Income (Loss) attributable to stockholders divided by the weighted average number of shares of common stock outstanding during the applicable period.

Consolidated Adjusted EBITDA is one of the primary metrics used by management to evaluate our financial performance and compare it to that of our peers, evaluate the effectiveness of our business strategies, make budgeting and capital allocation decisions and in connection with our executive incentive compensation. Adjusted Net Income (Loss) and Adjusted Net Income (Loss) per Share are useful metrics to evaluate ongoing business performance after interest and tax. These measures are also frequently used by analysts, investors and other interested parties to evaluate companies in our industry. Further, we believe they are helpful in highlighting trends in our operating results because they allow for more consistent comparisons of financial performance between periods by excluding gains and losses that are non-operational in nature or outside the control of management, and, in the case of Consolidated Adjusted EBITDA, by excluding items that may differ significantly depending on long-term strategic decisions regarding capital structure, the tax jurisdictions in which we operate and capital investments.

These non-GAAP measures do, however, have certain limitations and should not be considered as an alternative to net income (loss), earnings (loss) per share or any other performance measure derived in accordance with GAAP. Our presentation of Consolidated Adjusted EBITDA, Adjusted Net Income (Loss) and Adjusted Net Income (Loss) per Share should not be construed as an inference that our future results will be unaffected by unusual or non-recurring items for which we may make adjustments. In addition, Consolidated Adjusted EBITDA, Adjusted Net Income (Loss) and Adjusted Net Income (Loss) per Share may not be comparable to similarly titled measures used by other companies in our industry or across different industries, and other companies may not present these or similar measures. Management compensates for these limitations by using these measures as supplemental financial metrics and in conjunction with our results prepared in accordance with GAAP. We encourage investors and others to review our financial information in its entirety, not to rely on any single measure and to view Consolidated Adjusted EBITDA, Adjusted Net Income (Loss) and Adjusted Net Income (Loss) per Share in conjunction with the related GAAP measures.

Additionally, we have provided estimates regarding Consolidated Adjusted EBITDA for 2022. These projections account for estimates of revenue, operating margins and corporate and other costs. However, we cannot reconcile our projection of Consolidated Adjusted EBITDA to net income (loss), the most directly comparable GAAP measure, without unreasonable efforts because of the unpredictable or unknown nature of certain significant items excluded from Consolidated Adjusted EBITDA and the resulting difficulty in quantifying the amounts thereof that are necessary to estimate net income (loss) . Specifically, we are unable to estimate for the future impact of certain items, including income tax (expense) benefit, stock-based compensation expense, fair value changes and the accounting for the issuance of the Series A-2 preferred stock.


Contacts

Investor Relations:
Rodny Nacier
(949) 988-3383
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Media Relations:
Doug Donsky
(646) 361-1427
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Record High Average Daily Production Volume of 17,990 Boe/d; Pro Forma Average Daily Production Volume of 18,571 Boe/d, Including Momentum Minerals Volumes for the Entire Third Quarter 2022

Declared $0.72 Dividend Per Share of Class a Common Stock, a Sequential Increase of $0.01 Per Share Despite a Decrease of 14% in Realized Unhedged Commodity Prices

Announced Transformative At-Market, All-Stock Merger With Brigham Minerals, Which Will Form a Premier Consolidator of Oil and Gas Mineral and Royalty Interests

Closed on Previously Announced Acquisition of Over 12,200 Permian Basin Net Royalty Acres From Momentum Minerals

Increased Pro Forma Combined Sitio and Brigham Minerals Average Daily Production Volume Guidance for the Twelve Months Ending June 30, 2023 to 32,750 – 34,250 Boe/d

Refinanced $425 Million 364-day Bridge Term Loan With $450 Million of Senior Unsecured Notes Due 2026

DENVER--(BUSINESS WIRE)--Sitio Royalties Corp. (NYSE: STR) (“Sitio”, "STR" or the “Company”) today announced operational and financial results for the quarter ended September 30, 2022.


THIRD QUARTER 2022 OPERATIONAL AND FINANCIAL HIGHLIGHTS

  • Average daily production volume of 17,990 barrels of oil equivalent per day ("Boe/d"), (51% oil), up 45% sequentially from 2Q 2022; Pro forma average daily production volume of 18,571 Boe/d, including Momentum Minerals volumes for the entire 3Q 2022
  • Net income of $69.0 million, down 4% sequentially from 2Q 2022 and cash flow from operations of $82.6 million, up 89% sequentially from 2Q 2022
  • Adjusted EBITDA of $106.3 million(1), up 38% sequentially from 2Q 2022 and Discretionary Cash Flow ("DCF")(1) of $93.4 million, up 24% sequentially from 2Q 2022
  • Declared 3Q 2022 dividend of $0.72 per share of Class A Common Stock; implied annualized dividend yield of 9.4% based on STR's Class A Common Stock closing price of $30.64 on November 7, 2022
  • 131.1 net producing wells online as of September 30, 2022, a sequential increase from 2Q 2022 of 4.3 net wells, or 3.4%(2)
  • 4.1 net wells turned-in-line ("TIL") during 3Q 2022, approximately 95% of which were in the Permian Basin
  • 26.7 net line-of-sight ("LOS") wells as of September 30, 2022, comprised of 15.9 net spuds and 10.8 net permits, with approximately 91% of total net LOS wells in the Permian Basin
  • Closed previously announced acquisition of over 12,200 net royalty acres from Momentum Minerals in July 2022 for approximately $213 million after purchase price adjustments
  • Signed definitive agreement to merge with Brigham Minerals in an at-market, all-stock transaction, which is expected to close in 1Q 2023 pending customary closing conditions and approvals
  • Issued $450 million of senior unsecured notes due 2026 and used a portion of the proceeds to fully repay outstanding amounts on the Company's $425 million 364-day Bridge Term Loan

In August of 2022, Sitio provided financial and operational guidance for the second half 2022. Third quarter 2022 results relative to guidance for the second half of 2022 are shown in the table below.

2H 2022 Guidance Metric

 

3Q 2022 Results

 

2H 2022 Guidance

2022 Average daily production (Mboe/d)

 

18.0

 

18.0 – 19.0

2022 Average daily production (% oil)

 

51.1%

 

50.0% – 53.0%

2022 Gathering and transportation ($/Boe)

 

$1.33

 

$1.15 – $1.65

Cash G&A ($ in millions)(1)

 

$4.6

 

$15.0-$16.5(annualized)

2022 Production taxes (% of royalty revenue)

 

7%

 

7% – 9%

2022 Cash tax rate (% of pre-tax income)

 

2%

 

2% – 4%

(1) Adjusted EBITDA, Discretionary Cash Flow and Cash G&A are non-GAAP financial measures. For definitions of such measures and reconciliations to their most directly comparable GAAP financial measures, please see “Non-GAAP financial measures.”

(2) 2Q 2022 net producing wells online included interests acquired from Momentum Minerals, which closed in July of 2022.

Chris Conoscenti, Chief Executive Officer of Sitio commented, “The third quarter was another impressive demonstration of the Sitio team’s focus on building long-term shareholder value by continuing large-scale consolidation of the highly-fragmented minerals and royalties space. We closed on our previously announced acquisition of approximately 12,200 NRAs in the Permian Basin from Momentum Minerals in July and we announced the all-stock merger with Brigham Minerals in September which will add over 85,000 NRAs to our portfolio, half of which are in the Permian Basin. In addition to executing on the largest minerals M&A transaction to date, our current asset base generated another quarter of compelling financial results, with increased per share metrics for Discretionary Cash Flow and dividends despite approximately 14% lower unhedged commodity prices than the second quarter on a per barrel of oil equivalent basis. Activity on our assets has been resilient and line-of-sight wells continue to be at the highest levels in our Company's history and operated by a balanced mix of well-capitalized public and private E&P companies.”

OPERATOR ACTIVITY AND MERGERS AND ACQUISITIONS UPDATE

During the third quarter of 2022, the Company estimates that there were 4.1 net wells turned-in-line and that as of September 30, 2022, there were 26.7 net LOS wells comprised of 15.9 net spuds and 10.8 net permits on the Company's acreage, approximately the same number of net LOS wells as of June 30, 2022. Third quarter 2022 daily production volume averaged 17,990 Boe/d, which included a full quarter of production from assets acquired from Foundation Minerals and 66 days of production from assets acquired from Momentum Minerals. Pro forma for a full quarter of production from the assets acquired from Momentum Minerals, third quarter 2022 daily production averaged 18,571 Boe/d.

Sitio completed its acquisition of more than 12,200 NRAs from Momentum Minerals on July 26, 2022 and on September 6, 2022, announced signing of a definitive agreement for an all-stock merger with Brigham Minerals, which would materially enhance Sitio's scale to more than 259,000 NRAs, improve margins, reduce leverage and increase public float by nearly 6 times to approximately $2 billion. On October 11, 2022, Snapper Merger Sub I, Inc., a Delaware corporation and a wholly owned subsidiary of Sitio (“New Sitio”) filed a registration statement on Form S-4 related to the Brigham merger with the SEC. While the registration statement has not yet become effective and the information contained therein is subject to change, it provides important information about the transaction and the proposals to be considered by the shareholders of Brigham and Sitio. Sitio expects the transaction to close in 1Q 2023, subject to customary closing conditions, including regulatory clearance and approvals by the shareholders of Sitio and Brigham.

The following table summarizes Sitio's net average daily production, net wells and net royalty acres by area:

 

Delaware

 

Midland

 

Eagle Ford

 

Appalachia

 

Total

Average Daily Production (Boe/d)

 

 

 

 

 

 

 

 

 

As reported for the three months ended September 30, 2022

 

10,943

 

 

 

3,719

 

 

 

2,440

 

 

 

888

 

 

 

17,990

 

% Oil

 

48

%

 

 

69

%

 

 

57

%

 

 

3

%

 

 

51

%

 

 

 

 

 

 

 

 

 

 

Net Well Activity (normalized to 5,000' laterals)

 

 

 

 

 

 

 

 

 

Net wells online as of September 30, 2022

 

71.8

 

 

 

22.6

 

 

 

33.4

 

 

 

3.3

 

 

 

131.1

 

 

 

 

 

 

 

 

 

 

 

Net wells TIL for the three months ended September 30, 2022

 

1.6

 

 

 

2.3

 

 

 

0.2

 

 

 

-

 

 

 

4.1

 

 

 

 

 

 

 

 

 

 

 

Net LOS wells as of September 30, 2022

 

14.4

 

 

 

9.9

 

 

 

2.4

 

 

 

-

 

 

 

26.7

 

Spuds

 

7.1

 

 

 

7.6

 

 

 

1.2

 

 

0.0

 

 

 

15.9

 

Permits

 

7.3

 

 

 

2.3

 

 

 

1.2

 

 

 

-

 

 

 

10.8

 

 

 

 

 

 

 

 

 

 

 

Net Royalty Acres (normalized to 1/8th royalty equivalent)

 

 

 

 

 

 

 

 

 

June 30, 2022

 

102,200

 

 

 

25,200

 

 

 

21,800

 

 

 

12,400

 

 

 

161,600

 

September 30, 2022

 

110,300

 

 

 

29,500

 

 

 

21,500

 

 

 

12,500

 

 

 

173,800

 

NRA Increase since June 30, 2022

 

8,100

 

 

 

4,300

 

 

 

(300

)

 

 

100

 

 

 

12,200

 

FINANCIAL UPDATE

Sitio's third quarter 2022 average unhedged realized prices including all expected quality, transportation and demand adjustments were $93.81 per barrel of oil, $6.55 per Mcf of natural gas and $31.98 per barrel of natural gas liquids, for a total equivalent price of $65.71 per barrel of oil equivalent. During the third quarter, the Company received $2.7 million in net cash settlements for commodity derivative contracts and as a result, average hedged realized prices were $97.32 per barrel of oil, $6.46 per Mcf of natural gas and $31.98 per barrel of natural gas liquids, for a total equivalent price of $67.36 per barrel of oil equivalent. This represents an $8.92 per barrel of oil equivalent, or a 12% decrease relative to hedged realized prices for the three months ended June 30, 2022.

Consolidated net income for the third quarter of 2022 was $69.0 million, a decrease of 4% relative to the second quarter of 2022. Consolidated net income was positively impacted by a $32.0 million non-cash hedging gain from Sitio's commodity derivative contracts and partially offset by increased interest expense of $13.0 million and increased general and administrative expenses of $6.7 million, which were driven primarily by $4.8 million of costs related to one-time transactions and write off of financing costs. For the three months ended September 30, 2022, Adjusted EBITDA was $106.3 million, up 39% from the three months ended June 30, 2022 primarily due to increased production volumes and partially offset by lower commodity prices.

As of September 30, 2022, the Company had $677.0 million of total debt (comprised of $227.0 million drawn on its revolving credit facility and $450.0 million of senior unsecured notes) and liquidity of $83.8 million, including $10.8 million of cash on hand. In late September of 2022, the Company issued $450.0 million of senior unsecured notes and used the net proceeds to fully pay down its $425.0 million 364-day unsecured term loan and for general corporate purposes. As of September 30, 2022, Sitio was in compliance with all financial covenants of its outstanding debt instruments.

 

 

Oil (NYMEX WTI)

 

 

4Q22

 

2023

 

2024

 

1H25

Swaps

 

 

 

 

 

 

 

 

Bbl per day

 

 

2,200

 

 

3,050

 

 

3,300

 

 

1,100

Average price ($/Bbl)

 

$

106.31

 

$

93.71

 

$

82.66

 

$

74.65

Collars

 

 

 

 

 

 

 

 

Bbl per day

 

 

 

 

 

 

 

 

2,000

Average call ($/Bbl)

 

 

 

 

 

 

 

$

93.20

Average put ($/Bbl)

 

 

 

 

 

 

 

$

60.00

 

 

Gas (NYMEX Henry Hub)

 

 

4Q22

 

2023

 

2024

 

1H25

Swaps

 

 

 

 

 

 

 

 

MMBtu per day

 

 

500

 

 

500

 

 

500

 

 

Average price ($/MMBtu)

 

$

4.63

 

$

3.83

 

$

3.41

 

 

Collars

 

 

 

 

 

 

 

 

MMBtu per day

 

 

6,000

 

 

8,500

 

 

11,400

 

 

11,600

Average call ($/MMBtu)

 

$

9.69

 

$

7.93

 

$

7.24

 

$

10.34

Average put ($/MMbtu)

 

$

6.00

 

$

4.82

 

$

4.00

 

$

3.31

GUIDANCE UPDATE

After reviewing completed third quarter 2022 results, the Company is increasing average daily production to 32,750 – 34,250 Boe/d, increasing Cash G&A to $22.0 – $23.0 million, decreasing production taxes to 6% – 8% of royalty revenue and reaffirming guidance for all other metrics for the twelve months ending June 30, 2023 on a pro forma combined basis for the Brigham Minerals merger, which is shown in the table below.

For the twelve months ending June 30, 2023

 

Low

 

 

High

 

Average Daily Production

 

 

 

 

 

 

Average daily production (Boe/d)

 

 

32,750

 

 

 

34,250

 

Average daily production (% oil)

 

 

49

%

 

 

51

%

 

 

 

 

 

 

 

Revenue Deductions, Expenses and Taxes

 

 

 

 

 

 

Gathering and transportation ($/Boe)

 

$

1.25

 

 

$

1.75

 

Cash G&A ($ in millions)

 

$

22.0

 

 

$

23.0

 

Production taxes (% of royalty revenue)

 

 

6

%

 

 

8

%

Cash tax rate (% of pre-tax income)

 

 

10

%

 

 

12

%

THIRD QUARTER CASH DIVIDEND

The Company's Board of Directors declared a cash dividend of $0.72 per share of Class A Common Stock with respect to the third quarter of 2022. The dividend is payable on November 30, 2022 to the stockholders of record at the close of business on November 21, 2022.

THIRD QUARTER 2022 EARNINGS CONFERENCE CALL

Sitio will host a conference call at 8:30 a.m. Eastern on Wednesday, November 9, 2022 to discuss its third quarter 2022 operating and financial results. Participants can access the call by dialing 1-844-200-6205 in the United States or 1-929-526-1599 in other locations with access code 835942 or via webcast at https://events.q4inc.com/attendee/152608414. The conference call, live webcast and archive of the call can also be accessed through the Investor Relations section of Sitio’s website at www.sitio.com.

UPCOMING INVESTOR CONFERENCE

Members of Sitio's management team will be attending the Capital One Securities 17th Annual Energy Conference on December 6, 2022. Presentation materials associated with this event will be accessible through the Investor Relations section of Sitio's website at www.sitio.com.

 

FINANCIAL RESULTS

Production Data

 

 

Three Months Ended
September 30,

 

Nine Months Ended
September 30,

 

 

2022

 

2021

 

2022

 

2021

Production Data:

 

 

 

 

 

 

 

 

Crude oil (MBbls)

 

 

846

 

 

363

 

 

1,969

 

 

783

Natural gas (Mmcf)

 

 

2,916

 

 

1,290

 

 

6,481

 

 

3,244

NGLs (MBbls)

 

 

323

 

 

140

 

 

760

 

 

320

Total (MBOE)(6:1)

 

 

1,655

 

 

718

 

 

3,809

 

 

1,644

Average daily production (BOE/d)(6:1)

 

 

17,990

 

 

7,810

 

 

13,950

 

 

6,021

Average Realized Prices:

 

 

 

 

 

 

 

 

Crude oil (per Bbl)

 

$

93.81

 

$

66.61

 

$

98.12

 

$

62.63

Natural gas (per Mcf)

 

$

6.55

 

$

3.74

 

$

6.05

 

$

3.43

NGLs (per Bbl)

 

$

31.98

 

$

29.43

 

$

36.68

 

$

28.31

Combined (per BOE)

 

$

65.71

 

$

46.14

 

$

68.33

 

$

42.11

Average Realized Prices After Effects of Derivative Settlements:

 

 

 

 

 

 

 

 

Crude oil (per Bbl)

 

$

97.32

 

$

66.61

 

$

99.48

 

$

62.63

Natural gas (per Mcf)

 

$

6.46

 

$

3.74

 

$

5.99

 

$

3.43

NGLs (per Bbl)

 

$

31.98

 

$

29.43

 

$

36.68

 

$

28.31

Combined (per BOE)

 

$

67.36

 

$

46.14

 

$

68.93

 

$

42.11

Selected Expense Metrics

 

 

Three Months Ended
September 30,

 

 

Nine Months Ended
September 30,

 

 

 

2022

 

 

2022

 

Severance and ad valorem taxes

 

 

6.6

%

 

 

6.9

%

Depreciation, depletion and amortization ($/Boe)

 

$

19.34

 

 

$

17.67

 

General and administrative ($/Boe)

 

$

8.08

 

 

$

6.33

 

Cash general and administrative ($/Boe)

 

$

2.80

 

 

$

2.94

 

Interest expense, net ($/Boe)

 

$

9.05

 

 

$

4.75

 

 

Condensed Consolidated Balance Sheets

(In thousands except par and share amounts)

 

 

 

September 30,

 

December 31,

 

 

2022

 

2021

 

 

(Unaudited)

 

ASSETS

 

 

 

Current assets

 

 

 

Cash and cash equivalents

 

$

10,812

 

$

12,379

 

Accrued revenue and accounts receivable, net

 

 

83,514

 

 

36,202

 

Prepaid assets

 

 

1,297

 

 

235

 

Derivative asset

 

 

22,531

 

 

 

Total current assets

 

 

118,154

 

 

48,816

 

Property and equipment

 

 

 

Oil and natural gas properties, successful efforts method:

 

 

 

Unproved properties

 

 

1,473,142

 

 

817,873

 

Proved properties

 

 

1,042,257

 

 

447,369

 

Other property and equipment

 

 

3,201

 

 

8,187

 

Accumulated depreciation, depletion and amortization

 

 

(186,004

)

 

(121,536

)

Net oil and gas properties and other property and equipment

 

 

2,332,596

 

 

1,151,893

 

Other long-term assets

 

 

 

Long-term derivative asset

 

 

28,888

 

 

 

Deferred financing costs

 

 

6,131

 

 

2,145

 

Other long-term assets

 

 

648

 

 

 

Total long-term assets

 

 

35,667

 

 

2,145

 

TOTAL ASSETS

 

$

2,486,417

 

$

1,202,854

 

LIABILITIES AND EQUITY

 

 

 

Current liabilities

 

 

 

Accounts payable and accrued expenses

 

$

15,877

 

$

4,140

 

Due to affiliates

 

 

 

 

442

 

Warrant liability

 

 

2,770

 

 

 

Derivative liability

 

 

150

 

 

 

Total current liabilities

 

 

18,797

 

 

4,582

 

Long-term liabilities

 

 

 

Long-term debt

 

 

666,834

 

 

134,000

 

Deferred tax liability

 

 

4,782

 

 

 

Deferred rent

 

 

1,138

 

 

1,129

 

Total long-term liabilities

 

 

672,754

 

 

135,129

 

 

 

 

 

Total liabilities

 

 

691,551

 

 

139,711

 

Temporary equity

 

 

1,573,201

 

 

 

Equity

 

 

 

 

 

Class A Common Stock, par value $0.0001 per share; 240,000,000 shares authorized; 12,706,082 and 0 shares issued and outstanding at September 30, 2022 and December 31, 2021, respectively

 

 

1

 

 

 

Class C Common Stock, par value $0.0001 per share; 120,000,000 shares authorized; 71,134,752 and 0 shares issued and outstanding at September 30, 2022 and December 31, 2021, respectively

 

 

7

 

 

 

Additional paid-in capital

 

 

221,819

 

 

 

Accumulated deficit

 

 

(162

)

 

 

Partners' Capital

 

 

 

 

560,622

 

Noncontrolling interests

 

 

 

 

502,521

 

Total equity

 

 

221,665

 

 

1,063,143

 

TOTAL LIABILITIES, TEMPORARY EQUITY AND EQUITY

 

$

2,486,417

 

$

1,202,854

 

 

Unaudited Condensed Consolidated Statements of Income

(In thousands)

 

 

 

Three Months Ended
September 30,

 

Nine Months Ended
September 30,

 

 

2022

 

2021

 

2022

 

2021

Revenue:

 

 

 

 

 

 

 

 

Oil, natural gas and natural gas liquids revenues

 

$

108,761

 

 

$

33,152

 

 

$

260,219

 

 

$

69,221

 

Lease bonus and other income

 

 

6,736

 

 

 

557

 

 

 

9,445

 

 

 

1,207

 

Total revenues

 

 

115,497

 

 

 

33,709

 

 

 

269,664

 

 

 

70,428

 

 

 

 

 

 

 

 

 

 

Operating expenses:

 

 

 

 

 

 

 

 

Management fees to affiliates

 

 

 

 

 

1,870

 

 

 

3,241

 

 

 

5,610

 

Depreciation, depletion and amortization

 

 

32,005

 

 

 

12,813

 

 

 

67,302

 

 

 

28,614

 

General and administrative

 

 

13,381

 

 

 

954

 

 

 

24,043

 

 

 

2,232

 

General and administrative - affiliates

 

 

 

 

 

1,686

 

 

 

74

 

 

 

4,903

 

Severance and ad valorem taxes

 

 

7,215

 

 

 

2,192

 

 

 

18,019

 

 

 

4,766

 

Total operating expenses

 

 

52,601

 

 

 

19,515

 

 

 

112,679

 

 

 

46,125

 

 

 

 

 

 

 

 

 

 

Net income from operations

 

 

62,896

 

 

 

14,194

 

 

 

156,985

 

 

 

24,303

 

 

 

 

 

 

 

 

 

 

Other expense:

 

 

 

 

 

 

 

 

Interest expense, net

 

 

(14,986

)

 

 

(276

)

 

 

(18,096

)

 

 

(800

)

Change in fair value of warrant liability

 

 

536

 

 

 

 

 

 

3,842

 

 

 

 

Loss on extinguishment of debt

 

 

(11,487

)

 

 

 

 

 

(11,487

)

 

 

 

Commodity derivatives gains

 

 

34,613

 

 

 

 

 

 

53,508

 

 

 

 

Income before income tax expense

 

 

71,572

 

 

 

13,918

 

 

 

184,752

 

 

 

23,503

 

 

 

 

 

 

 

 

 

 

Income tax expense

 

 

(2,561

)

 

 

(143

)

 

 

(5,206

)

 

 

(233

)

 

 

 

 

 

 

 

 

 

Net income

 

 

69,011

 

 

 

13,775

 

 

 

179,546

 

 

 

23,270

 

Net income attributable to Predecessor(3)

 

 

 

 

 

(13,775

)

 

 

(78,104

)

 

 

(23,270

)

Net income attributable to temporary equity

 

 

(59,872

)

 

 

 

 

 

(86,143

)

 

 

 

Net income attributable to Class A stockholders

 

$

9,139

 

 

$

 

 

$

15,299

 

 

$

 

(3) The Falcon Merger was accounted for as a reverse merger and a business combination for accounting purposes using the acquisition method of accounting with Desert Peak Minerals as the accounting acquirer. As such, the historical financial information included herein are based on the financial statements of Desert Peak Mineral's predecessor, Kimmeridge Mineral Fund, LP (“KMF” or the “Predecessor”) prior to our corporate reorganization. KMF is the entity where the Company's historical financial statements were generated. Prior the Falcon Merger, Desert Peak Minerals was consolidated into the results of KMF.

Unaudited Condensed Consolidated Statements of Cash Flow

(In thousands)

 

 

 

Nine Months Ended September 30,

 

 

2022

 

2021

Cash flows from operating activities:

 

 

 

 

Net income

 

$

179,546

 

 

$

23,270

 

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

 

 

 

 

Depreciation, depletion and amortization

 

 

67,302

 

 

 

28,614

 

Amortization and write off of deferred financing costs and long-term debt discount

 

 

5,419

 

 

 

247

 

Share-based compensation

 

 

4,947

 

 

 

 

Change in fair value of warrant liability

 

 

(3,842

)

 

 

 

Loss on extinguishment of debt

 

 

11,487

 

 

 

 

Commodity derivative gains

 

 

(53,508

)

 

 

 

Net cash received for derivative settlements

 

 

2,239

 

 

 

 

Deferred tax expense

 

 

2,645

 

 

 

 

Change in operating assets and liabilities:

 

 

 

 

Accrued revenue and accounts receivable, net

 

 

(29,785

)

 

 

(13,606

)

Other prepaid assets

 

 

(1,903

)

 

 

(187

)

Other long-term assets

 

 

(115

)

 

 

 

Accrued expenses and other liabilities

 

 

(12,986

)

 

 

451

 

Due to affiliates

 

 

(380

)

 

 

1,810

 

Other long-term liabilities

 

 

9

 

 

 

(36

)

Net cash provided by operating activities

 

 

171,075

 

 

 

40,563

 

 

 

 

 

 

Cash flows from investing activities:

 

 

 

 

Acquisition of Falcon, net of cash

 

 

4,484

 

 

 

 

Predecessor cash not contributed in the Falcon Merger

 

 

(15,229

)

 

 

 

Purchases of oil and gas properties

 

 

(558,062

)

 

 

(26,834

)

Proceeds from sales of oil and gas properties

 

 

 

 

 

(103

)

Purchases of other property and equipment

 

 

(819

)

 

 

 

Net cash used in investing activities

 

 

(569,626

)

 

 

(26,937

)

 

 

 

 

 

Cash flows from financing activities:

 

 

 

 

Borrowings on Revolving Credit Facility

 

 

196,895

 

 

 

20,000

 

Repayments on Revolving Credit Facility

 

 

(147,000

)

 

 

(41,600

)

Borrowings on Bridge Loan Facility

 

 

425,000

 

 

 

 

Repayments on Bridge Loan Facility

 

 

(425,000

)

 

 

 

Bridge Loan Facility issuance costs

 

 

(14,909

)

 

 

 

Borrowings on 2026 Senior Notes

 

 

444,500

 

 

 

 

2026 Senior Notes issuance costs

 

 

(4,169

)

 

 

 

Issuance of equity in consolidated subsidiary

 

 

 

 

 

1,467

 

Capital contributions

 

 

 

 

 

8,000

 

Distributions to noncontrolling interests

 

 

(13,318

)

 

 

 

Dividends paid to Class A stockholders

 

 

(9,017

)

 

 

 

Distribution paid to Temporary Equity

 

 

(50,510

)

 

 

 

Dividend equivalent rights paid

 

 

(283

)

 

 

 

Payments of deferred financing costs

 

 

(3,964

)

 

 

(195

)

Deferred initial public offering costs

 

 

(61

)

 

 

(179

)

Other

 

 

(1,180

)

 

 

 

Net cash provided by (used) in financing activities

 

 

396,984

 

 

 

(12,507

)

 

 

 

 

 

Net change in cash and cash equivalents

 

 

(1,567

)

 

 

1,119

 

Cash and cash equivalents, beginning of year

 

 

12,379

 

 

 

7,531

 

Cash and cash equivalents, end of period

 

$

10,812

 

 

$

8,650

 

 

Non-GAAP financial measures

Adjusted EBITDA, Discretionary Cash Flow and Cash G&A are non-GAAP supplemental financial measures used by our management and by external users of our financial statements such as investors, research analysts and others to assess the financial performance of our assets and their ability to sustain dividends over the long term without regard to financing methods, capital structure or historical cost basis.

We define Adjusted EBITDA as net income (loss) plus (a) interest expense, (b) provisions for taxes, (c) depreciation, depletion and amortization, (d) non-cash share-based compensation expense, (e) impairment of oil and natural gas properties, (f) gains or losses on unsettled derivative instruments, (g) change in fair value of the warrant liability, (h) write off of deferred offering costs, (i) management fee to affiliates, (j) loss on debt extinguishment (k) one-time transaction costs and (l) write off of financing costs. Adjusted EBITDA is not a measure determined by accounting principles generally accepted in the United States of America (“GAAP”).

We define Discretionary Cash Flow as Adjusted EBITDA, less cash interest expense and cash taxes.

We define Cash G&A as general and administrative expense less (a) non-cash share-based compensation expense (b) one-time transaction costs and (c) write off of financing costs.

These non-GAAP financial measures do not represent and should not be considered an alternative to, or more meaningful than, their most directly comparable GAAP financial measures or any other measure of financial performance presented in accordance with GAAP as measures of our financial performance. Non-GAAP financial measures have important limitations as analytical tools because they exclude some but not all items that affect the most directly comparable GAAP financial measure. Our computations of Adjusted EBITDA, Discretionary Cash Flow and Cash G&A may differ from computations of similarly titled measures of other companies.

The following table presents a reconciliation of Adjusted EBITDA to the most directly comparable GAAP financial measure for the period indicated (in thousands).

 

 

Three Months Ended
September 30,

 

 

2022

Net income

 

$

69,011

 

Interest expense, net

 

 

14,986

 

Income tax expense

 

 

2,561

 

Depreciation, depletion and amortization

 

 

32,005

 

EBITDA

 

$

118,563

 

Non-cash share-based compensation expense

 

 

3,969

 

Gains on unsettled derivative instruments

 

 

(31,954

)

Change in fair value of warrant liability

 

 

(536

)

Loss on debt extinguishment

 

 

11,487

 

One-time transaction costs

 

 

3,599

 

Write off of financing costs

 

 

1,180

 

Adjusted EBITDA

 

$

106,308


Contacts

IR contact:
Ross Wong
(720) 640–7647
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Crews and Resources Positioned Proactively to Restore Power Safely and as Quickly as Possible

OAKLAND, Calif.--(BUSINESS WIRE)--Pacific Gas and Electric Company (PG&E) crews are responding to local power outages from a storm system that is continuing to move through its service territory and is forecasted to last until Wednesday morning. Since Monday morning, PG&E has restored more than 60,000 customers who lost power, with 96 percent restored in six hours or fewer.

This cold, low pressure weather system entered across the service area Sunday evening resulting in scattered showers, isolated thunderstorms, heavy mountain snow and breezy winds. Shower activity is expected to linger through Wednesday with additional snow accumulation along the Sierra before drier conditions return Wednesday evening.

PG&E Executing Its Response Plan

In anticipation of widespread winter storm conditions, PG&E activated its Emergency Operations Center on Sunday, Nov. 6, and has positioned personnel and equipment to respond to potential weather-related outages safely and as quickly as possible.

PG&E has more than 250 power restoration ground crews, including hundreds of troublemen, the first responders for customers who lose power. The company has also stored a large number of power poles, power lines, transformers and other electric equipment at yards throughout its service territory to help crews restore power as quickly as possible.

Keeping Customers Informed

PG&E knows how important it is for customers to have the latest outage and restoration information. Customers can view real-time outage information on its website outage center and search by a specific address, by city or by county. This site has been updated to include in-language support for 16 languages.

PG&E recommends that customers stay informed by signing up for outage notifications by text, email or phone. PG&E will notify customers about the cause of an outage, when crews are on their way, the estimated restoration time and when power is restored.

Storm Safety Tips

  • Never touch downed wires: If you see a downed power line, assume it is energized and extremely dangerous. Do not touch or try to move it—and keep children and animals away. Report downed power lines immediately by calling 911 and by calling PG&E at 1-800-743-5002.
  • Use flashlights, not candles: During a power outage, use battery-operated flashlights, and not candles, due to the risk of fire. If you must use candles, please keep them away from drapes, lampshades and small children. Do not leave candles unattended.
  • Have a backup phone: If you have a telephone system that requires electricity to work, such as a cordless phone or answering machine, plan to have a standard telephone or cellular phone ready as a backup.
  • Have fresh drinking water, ice: Freeze plastic containers filled with water to make blocks of ice that can be placed in your refrigerator/freezer during an outage to prevent foods from spoiling. Blue Ice from your picnic cooler also works well in the freezer.
  • Use generators safely: Customers with standby electric generators should make sure they are properly installed by a licensed electrician in a well-ventilated area. Improperly installed generators pose a significant danger to customers, as well as crews working on power lines. If using portable generators, be sure they are in a well-ventilated area.
  • Turn off appliances: If you experience an outage, unplug or turn off all electrical appliances to avoid overloading circuits and to prevent fire hazards when power is restored. Simply leave a single lamp on to alert you when power returns. Turn your appliances back on one at a time when conditions return to normal.
  • Safely clean up: After the inclement weather has passed, be sure to safely clean up. Never touch downed wires and always call 811 or visit 811express.com at least two full business days before digging to have all underground utilities safely marked.

Other tips can be found at: pge.com/beprepared, Storm safety, safety action center

About PG&E

Pacific Gas and Electric Company, a subsidiary of PG&E Corporation (NYSE:PCG), is one of the largest combined natural gas and electric energy companies in the United States. Based in Oakland, with more than 23,000 employees, the company delivers some of the nation's cleanest energy to 16 million people in Northern and Central California. For more information, visit pge.com and pge.com/news.


Contacts

MEDIA RELATIONS:
415-973-5930

HOUSTON--(BUSINESS WIRE)--Today Western Midstream Partners, LP (NYSE: WES) (“WES” or the “Partnership”) announced that before the market open on Wednesday, November 9, 2022, it will make available on its website at www.westernmidstream.com a post-earnings interview with Kristen Shults, Senior Vice President and Chief Financial Officer, and Jon Greenberg, Vice President of Corporate Development, to provide additional insights related to third-quarter results.


On November 16, 2022, Daniel Jenkins, Director of Investor Relations, and Shelby Keltner, Manager of Investor Relations, will participate in one-on-one and group sessions at the 2022 RBC Midstream and Energy Infrastructure Conference.

On December 7, 2022, Mr. Jenkins and Ms. Keltner will participate in one-on-one and group sessions at the 2022 Wells Fargo Midstream and Utilities Symposium.

On January 9 – 11, 2023, Ms. Shults and Mr. Jenkins will participate in one-on-one and group sessions at the 2023 UBS Winter Infrastructure and Energy Conference.

ABOUT WESTERN MIDSTREAM

Western Midstream Partners, LP (“WES”) is a Delaware master limited partnership formed to acquire, own, develop, and operate midstream assets. With midstream assets located in the Rocky Mountains, North-central Pennsylvania, Texas, and New Mexico, WES is engaged in the business of gathering, compressing, treating, processing, and transporting natural gas; gathering, stabilizing, and transporting condensate, NGLs, and crude oil; and gathering and disposing of produced water for its customers. In addition, in its capacity as a processor of natural gas, WES also buys and sells natural gas, NGLs, and condensate on behalf of itself and as an agent for its customers under certain of its contracts.

For more information about Western Midstream Partners, LP and Western Midstream Flash Feed updates, please visit www.westernmidstream.com.


Contacts

Daniel Jenkins
Director, Investor Relations
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832.636.1009

Shelby Keltner
Manager, Investor Relations
This email address is being protected from spambots. You need JavaScript enabled to view it.
832.636.1009

Q3 2022 Highlights and Outlook:

– Revenues of $214.9 million, a 34% improvement compared to the third quarter of 2021
– Net loss of $20.6 million, compared to a net income of $13.6 million in the third quarter of 2021
– Changes in year over year net income primarily relate to several non-recurring and non-operational items which account for $25 million of the change from 2021
– Loss per share of $0.24, compared to earnings per share of $0.12 in the third quarter of 2021
– Bookings of $227 million, a 31% improvement compared to third quarter bookings in 2021
– Ending backlog of $730 million, a 35% increase compared to backlog at the end of the third quarter of 2021
– Expands pipeline to $7.8 billion of identified global project and upgrade opportunities
– Consolidated adjusted EBITDA of $13.1 million, compared to $18.9 million in the third quarter of 2021
– Fourth Quarter 2022 Adjusted EBITDA target of $25 million to $30 million
– Full Year 2023 Adjusted EBITDA target of $100 million to $120 million

AKRON, Ohio--(BUSINESS WIRE)--Babcock & Wilcox Enterprises, Inc. ("B&W" or the "Company") (NYSE: BW) announced results for the third quarter of 2022.

"While we continue to see rising demand, supported by a strong backlog and favorable increase in bookings for the third quarter driven by our renewable, environmental and thermal segments, our third quarter results reflect the current industry challenges and the negative impacts of the global supply chain pressures and shortages driven by geopolitical issues and the war in Ukraine,” said Kenneth Young, B&W’s Chairman and Chief Executive Officer. “Despite our initiatives to mitigate the ongoing issues impacting the timing of revenue recognition on certain projects, these supply chain headwinds continued to affect both B&W and its customers during the quarter. More specifically, we are experiencing industry-wide bottlenecks with respect to the availability of raw materials, fabrication capabilities and labor shortages, among a broad range of other factors. Importantly, our operational performance on projects remains high and on target and our recently revised expectations are not reflective of any project performance-related issues. In addition, we are seeing strong demand across all our business segments that reinforces our conviction for improved fourth quarter performance followed by continued growth in 2023.”

“Our current visibility for new booking opportunities is expected to drive growth throughout 2023 and beyond, and we anticipate that full year 2023 Adjusted EBITDA will range from $100 million to $120 million, given the current global supply chain challenges,” Young added. “We continue to see a robust pipeline, which has expanded to over $7.8 billion of identified global project opportunities and remain steadfast in positioning the company to be a front-runner in the global clean energy transition.”

Q3 2022 Financial Summary

Consolidated revenues in the third quarter of 2022 were $214.9 million, a 34% improvement compared to the third quarter of 2021, primarily attributable to previously announced acquisitions and higher overall volumes, while partially offset by a lower level of construction activity in our Thermal segment. The negative impacts on the global economy as a result of the ongoing Russia-Ukraine military conflict and other supply chain pressures, including tariffs and other geopolitical issues, continue to adversely impact each of our segments, causing shortages of supplies and materials and affecting the timing of revenue on several projects. Net loss in the third quarter of 2022 was $(20.6) million, a decrease of $(34.2) million compared to net income of $13.6 million in the third quarter of 2021, primarily related to several non-recurring and non-operational items such as, a non-cash impairment on our solar business of $7.2 million, a gain on a sale of an asset of $13.8 million in the prior year, higher interest costs in the current year of $3 million, as well as a number of smaller items. Loss per share in the third quarter of 2022 was $(0.24) compared to earnings per share of $0.12 in the third quarter of 2021. GAAP operating loss in the third quarter of 2022 was $10.3 million compared to operating income of $14.8 million in the third quarter of 2021. Adjusted EBITDA was $13.1 million compared to $18.9 million in the third quarter of 2021. Bookings in the third quarter of 2022 were $227 million, a 31% increase compared to third quarter bookings in 2021. Ending backlog was $730 million, a 35% increase compared to backlog at the end of the third quarter of 2021. All amounts referred to in this release are on a continuing operations basis, unless otherwise noted. Reconciliations of net income, the most directly comparable GAAP measure, to adjusted EBITDA for the Company's segments, are provided in the exhibits to this release.

Babcock & Wilcox Renewable segment revenues were $81.7 million for the third quarter of 2022, an increase of 115% compared to $38.0 million in the third quarter of 2021. The increase in revenue is primarily due to higher volumes of new-build projects and revenues from acquisitions which closed on September 30 and November 30, 2021, respectively. Adjusted EBITDA in the quarter was $4.5 million compared to $11.4 million in the third quarter of 2021, due to a large project improvement of $6.5 million increasing Adjusted EBITDA in 2021 as well as a $4 million negative impact to 2022 primarily from a higher percentage of allocated expenses based upon this segment’s revenue growth. Various challenges associated with the negative impact of global supply chain and geopolitical issues also resulted in certain projects being delayed into future quarters. These delays resulted not only in revenue being less than anticipated but negatively affected gross margin and adjusted EBITDA as a result of higher costs which were partially offset, where possible, by various recoveries from customers. In addition to the above, as a result of purchasing the remaining non-controlling interest at a discount in our solar business, we also impaired our existing goodwill value.

Babcock & Wilcox Environmental segment revenues were $44.6 million in the third quarter of 2022, an increase of 17% compared to $38.2 million in the third quarter of 2021. The increase is primarily driven by higher overall volume in our system product lines, offset partially by lower service volume in the current quarter. Adjusted EBITDA was $3.1 million, compared to $3.5 million in the same period last year, primarily driven by the completion of higher margin projects in the prior period along with higher levels of shared overhead and SG&A allocated to the segment being partially offset by higher revenue volume, as described above. Revenue and adjusted EBITDA were lower than anticipated in the segment due to the negative impact of global supply chain challenges and geopolitical issues. These various challenges resulted in certain projects being delayed into future quarters and higher costs all of which could not be recovered from our customers.

Babcock & Wilcox Thermal segment revenues were $91.3 million in the third quarter of 2022, an increase of 9% compared to $83.8 million in the third quarter of 2021. The revenue increase is attributable to two acquisitions closed in February 2022. Adjusted EBITDA in the third quarter of 2022 was $10.8 million, an increase of 15% compared to $9.3 million in the third quarter of 2021, primarily attributable to the same two acquisitions closed in February 2022. Revenue and adjusted EBITDA were lower than anticipated in the segment due to the negative impact of global supply chain challenges and geopolitical issues. These various challenges resulted in certain projects being delayed into future quarters and the delay of this segment to deliver parts and services in certain of its international markets as anticipated.

Liquidity and Balance Sheet

At September 30, 2022, the Company had total debt of $336.3 million and a cash, cash equivalents and restricted cash balance of $69.5 million.

Impacts of Market Conditions

Management continues to adapt to macroeconomic conditions, including rising inflation, higher interest rates, foreign exchange rate fluctuations and the impact of the ongoing conflict in Ukraine and the COVID-19 pandemic, all of which impacted the Company during the first nine months of 2022. The COVID-19 pandemic has continued to create challenges for us in countries that have significant outbreak mitigation strategies, namely, countries in our Asia-Pacific region, which led to temporary project postponements and has continued to impact results in this region. Additionally, the Company has experienced negative impacts to its global supply chains as a result of COVID-19, the war in Ukraine, Russia-related supply chain shortages and other factors, including disruptions to the manufacturing, supply, distribution, transportation and delivery of its products. The Company has also observed significant delays and disruptions of its service providers and negative impacts to pricing of certain of its products. These delays and disruptions have had, and could continue to have, an adverse impact on the Company’s ability to meet customers’ demands. We are continuing to actively monitor the impact of these market conditions on current and future periods and actively manage costs and our liquidity position to provide additional flexibility while still supporting our customers and their specific needs. The duration and scope of these conditions cannot be predicted, and therefore, any anticipated negative financial impact to the Company’s operating results cannot be reasonably estimated.

Earnings Call Information

B&W plans to host a conference call and webcast on Tuesday, November 8, 2022 at 5 p.m. EST to discuss the Company’s third quarter 2022 results. The listen-only audio of the conference call will be broadcast live via the Internet on B&W’s Investor Relations site. The dial-in number for participants in the U.S. is (844) 200-6205; the dial-in number for participants in Canada is (833) 950-0062; the dial-in number for participants in all other locations is (929) 526-1599. The conference ID for all participants is 544177. A replay of this conference call will remain accessible in the investor relations section of the Company’s website for a limited time.

Non-GAAP Financial Measures

The Company uses non-GAAP financial measures internally to evaluate its performance and in making financial and operational decisions. When viewed in conjunction with GAAP results and the accompanying reconciliation, the Company believes that its presentation of these measures provides investors with greater transparency and a greater understanding of factors affecting its financial condition and results of operations than GAAP measures alone. Additionally, the Company redefined its definition of adjusted EBITDA to eliminate the effects of certain items including the loss from a non-strategic business, interest on letters of credit included in cost of operations and loss on business held for sale. Prior period results have been revised to conform with the revised definition and present separate reconciling items in our reconciliation, including business transition costs. The presentation of non-GAAP financial measures should not be considered in isolation or as a substitute for the Company’s related financial results prepared in accordance with GAAP.

Adjusted EBITDA on a consolidated basis is defined as the sum of the Adjusted EBITDA for each of the segments, further adjusted for corporate allocations and research and development costs. At a segment level, the adjusted EBITDA presented is consistent with the way the Company's chief operating decision maker reviews the results of operations and makes strategic decisions about the business and is calculated as earnings before interest expense, tax, depreciation and amortization adjusted for items such as gains or losses arising from the sale of non-income producing assets, net pension benefits, restructuring costs, impairments, gains and losses on debt extinguishment, costs related to financial consulting, research and development costs and other costs that may not be directly controllable by segment management and are not allocated to the segment. The Company presented consolidated Adjusted EBITDA because it believes it is useful to investors to help facilitate comparisons of the ongoing, operating performance before corporate overhead and other expenses not attributable to the operating performance of the Company's revenue generating segments. This release also presents certain targets for our Adjusted EBITDA in the future; these targets are not intended as guidance regarding how the Company believes the business will perform. The Company is unable to reconcile these targets to their GAAP counterparts without unreasonable effort and expense.

Bookings and Backlog

Bookings and backlog are our measure of remaining performance obligations under our sales contracts. It is possible that our methodology for determining bookings and backlog may not be comparable to methods used by other companies.

We generally include expected revenue from contracts in our backlog when we receive written confirmation from our customers authorizing the performance of work and committing the customers to payment for work performed. Backlog may not be indicative of future operating results, and contracts in our backlog may be canceled, modified or otherwise altered by customers. Backlog can vary significantly from period to period, particularly when large new build projects or operations and maintenance contracts are booked because they may be fulfilled over multiple years. Because we operate globally, our backlog is also affected by changes in foreign currencies each period. We do not include orders of our unconsolidated joint ventures in backlog.

Bookings represent changes to the backlog. Bookings include additions from booking new business, subtractions from customer cancellations or modifications, changes in estimates of liquidated damages that affect selling price and revaluation of backlog denominated in foreign currency. We believe comparing bookings on a quarterly basis or for periods less than one year is less meaningful than for longer periods, and that shorter-term changes in bookings may not necessarily indicate a material trend.

Forward-Looking Statements

This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. All statements other than statements of historical or current fact included in the release are forward-looking statements. You should not place undue reliance on these statements. Forward-looking statements include words such as “expect,” “intend,” “plan,” “likely,” “seek,” “believe,” “project,” “forecast,” “target,” “goal,” “potential,” “estimate,” “may,” “might,” “will,” “would,” “should,” “could,” “can,” “have,” “due,” “anticipate,” “assume,” “contemplate,” “continue” and other words and terms of similar meaning in connection with any discussion of the timing or nature of future operational performance or other events.

These forward-looking statements are based on management’s current expectations and involve a number of risks and uncertainties, including, among other things, the impact of COVID-19 or other similar global health crises; the impact of the ongoing conflict in Ukraine; the impact of global macroeconomic conditions, including inflation and volatility in the capital markets; the Company's ability to integrate acquired businesses and the impact of those acquired businesses on the Company's cash flows, results of operations and financial condition, including the Company's acquisitions of Fosler Construction, VODA, FPS and Optimus; the Company’s recognition of any asset impairments as a result of any decline in the value of its assets or efforts to dispose of any assets in the future; the Company’s ability to obtain and maintain sufficient financing to provide liquidity to meet its business objectives, including surety bonds, letters of credit and similar financing; the Company’s ability to comply with the requirements of, and to service the indebtedness under, our debt facility agreements; our ability to pay dividends on our 7.75% Series A Cumulative Perpetual Preferred Stock; our ability to make interest payments on our 8.125% senior notes due 2026 and our 6.50% notes due 2026; the highly competitive nature of the Company’s businesses and ability to win work, including identified project opportunities in the pipeline; general economic and business conditions, including changes in interest rates and currency exchange rates; cancellations of and adjustments to backlog and the resulting impact from using backlog as an indicator of future earnings; the Company’s ability to perform contracts on time and on budget, in accordance with the schedules and terms established by the applicable contracts with customers; failure by third-party subcontractors, partners or suppliers to perform their obligations on time and as specified; delays initiated by our customers; the Company’s ability to successfully resolve claims by vendors for goods and services provided and claims by customers for items under warranty; the Company’s ability to realize anticipated savings and operational benefits from its restructuring plans, and other cost-saving initiatives; the Company’s ability to successfully address productivity and schedule issues in its B&W Renewable, B&W Environmental and B&W Thermal segments; the Company’s ability to successfully partner with third parties to win and execute contracts within its B&W Renewable, B&W Environmental and B&W Thermal segments; changes in the Company’s effective tax rate and tax positions, including any limitation on its ability to use its net operating loss carryforwards and other tax assets; the Company’s ability to successfully manage research and development projects and costs, including its efforts to successfully develop and commercialize new technologies and products; the operating risks normally incident to its lines of business, including professional liability, product liability, warranty and other claims against the Company; difficulties the Company may encounter in obtaining regulatory or other necessary permits or approvals; changes in actuarial assumptions and market fluctuations that affect its net pension liabilities and income; the Company’s ability to successfully compete with current and future competitors; the Company’s ability to negotiate and maintain good relationships with labor unions; changes in pension and medical expenses associated with its retirement benefit programs; social, political, competitive and economic situations in foreign countries where it does business or seeks new business; and the other factors specified and set forth under "Risk Factors" in the Company’s periodic reports filed with the Securities and Exchange Commission, including the Company’s most recent annual report on Form 10-K and its quarterly report on Form 10-Q for the quarter ended September 30, 2022.

These forward-looking statements are made based upon detailed assumptions and reflect management’s current expectations and beliefs. While the Company believes that these assumptions underlying the forward-looking statements are reasonable, the Company cautions that it is very difficult to predict the impact of known factors, and it is impossible for the Company to anticipate all factors that could affect actual results. The forward-looking statements included herein are made only as of the date hereof. The Company undertakes no obligation to publicly update or revise any forward-looking statement as a result of new information, future events, or otherwise, except as required by law.

About B&W Enterprises, Inc.

Headquartered in Akron, Ohio, Babcock & Wilcox Enterprises, Inc. is a leader in energy and environmental products and services for power and industrial markets worldwide. Follow us on LinkedIn and learn more at babcock.com.

Exhibit 1

Babcock & Wilcox Enterprises, Inc.

Condensed Consolidated Statements of Operations(1)

(In millions, except per share amounts)

 

 

Three Months Ended
September 30,

Nine months ended
September 30,

 

2022

2021

2022

2021

Revenues

$

214.9

 

$

160.0

 

$

639.9

 

$

531.1

 

Costs and expenses:

 

 

 

 

Cost of operations

 

176.1

 

 

114.6

 

 

512.5

 

 

404.8

 

Selling, general and administrative expenses

 

39.4

 

 

38.2

 

 

127.4

 

 

112.4

 

Goodwill impairment

 

7.2

 

 

 

 

7.2

 

 

 

Advisory fees and settlement costs

 

1.2

 

 

1.8

 

 

10.3

 

 

9.7

 

Restructuring activities

 

0.4

 

 

4.6

 

 

0.4

 

 

8.0

 

Research and development costs (benefit)

 

1.0

 

 

(0.2

)

 

2.9

 

 

1.0

 

Gain on asset disposals, net

 

 

 

(13.8

)

 

(7.2

)

 

(15.8

)

Total costs and expenses

 

225.2

 

 

145.2

 

 

653.4

 

 

520.0

 

Operating (loss) income

 

(10.3

)

 

14.8

 

 

(13.4

)

 

11.1

 

Other expense:

 

 

 

 

Interest expense

 

(11.3

)

 

(8.3

)

 

(33.2

)

 

(30.6

)

Interest income

 

0.1

 

 

0.1

 

 

0.3

 

 

0.4

 

Gain on debt extinguishment

 

 

 

 

 

 

 

6.5

 

Gain (loss) on sale of business

 

 

 

 

 

 

 

(2.2

)

Benefit plans, net

 

7.4

 

 

9.9

 

 

22.3

 

 

24.9

 

Foreign exchange

 

(2.0

)

 

(1.7

)

 

(3.2

)

 

(1.1

)

Other income (expense) – net

 

0.5

 

 

(0.8

)

 

(0.2

)

 

(1.0

)

Total other expense

 

(5.3

)

 

(0.8

)

 

(14.0

)

 

(3.1

)

(Loss) income before income tax expense

 

(15.7

)

 

13.9

 

 

(27.5

)

 

8.0

 

Income tax expense

 

4.9

 

 

0.3

 

 

4.8

 

 

6.7

 

Net (loss) income

 

(20.6

)

 

13.6

 

 

(32.2

)

 

1.3

 

Net loss (income) attributable to non-controlling interest

 

2.8

 

 

 

 

3.6

 

 

 

Net (loss) income attributable to stockholders

 

(17.8

)

 

13.6

 

 

(28.6

)

 

1.3

 

Less: Dividend on Series A preferred stock

 

3.7

 

 

3.7

 

 

11.1

 

 

5.4

 

Net (loss) income attributable to stockholders of common stock

$

(21.5

)

$

10.0

 

$

(39.7

)

$

(4.1

)

 

 

 

 

 

Basic (loss) earnings per share

$

(0.24

)

$

0.12

 

$

(0.45

)

$

(0.05

)

Diluted (loss) earnings per share

$

(0.24

)

$

0.11

 

$

(0.45

)

$

(0.05

)

 

 

 

 

 

Shares used in the computation of earnings (loss) per share:

 

 

 

Basic

 

88.3

 

 

86.0

 

 

88.1

 

 

81.1

 

Diluted

 

88.3

 

 

87.0

 

 

88.1

 

 

81.1

 

 

(1) Figures may not be clerically accurate due to rounding

Exhibit 2

Babcock & Wilcox Enterprises, Inc.

Condensed Consolidated Balance Sheets(1)

 

(In millions, except per share amount)

September 30, 2022

December 31, 2021

Cash and cash equivalents

$

48.5

 

$

224.9

 

Current restricted cash and cash equivalents

 

9.6

 

 

1.8

 

Accounts receivable – trade, net

 

146.5

 

 

132.1

 

Accounts receivable – other

 

46.5

 

 

34.6

 

Contracts in progress

 

125.0

 

 

80.2

 

Inventories, net

 

97.8

 

 

79.5

 

Other current assets

 

24.6

 

 

29.4

 

Total current assets

 

498.6

 

 

582.4

 

Net property, plant and equipment, and finance lease

 

81.7

 

 

85.6

 

Goodwill

 

155.2

 

 

116.5

 

Intangible assets, net

 

59.8

 

 

43.8

 

Right-of-use assets

 

30.4

 

 

30.2

 

Long-term restricted cash

 

11.4

 

 

 

Other assets

 

44.4

 

 

54.8

 

Total assets

$

881.6

 

$

913.3

 

 

Accounts payable

$

122.1

 

$

85.9

 

Accrued employee benefits

 

12.1

 

 

13.0

 

Advance billings on contracts

 

98.0

 

 

68.4

 

Accrued warranty expense

 

10.6

 

 

12.9

 

Financing lease liabilities

 

1.1

 

 

2.4

 

Operating lease liabilities

 

3.8

 

 

4.0

 

Other accrued liabilities

 

69.5

 

 

54.4

 

Loans payable

 

2.3

 

 

12.4

 

Total current liabilities

 

319.5

 

 

253.4

 

Senior notes

 

333.5

 

 

326.4

 

Long term loans payable

 

0.5

 

 

1.5

 

Pension and other postretirement benefit liabilities

 

156.5

 

 

182.7

 

Non-current finance lease liabilities

 

27.8

 

 

29.4

 

Non-current operating lease liabilities

 

27.3

 

 

26.7

 

Other non-current liabilities

 

33.5

 

 

34.6

 

Total liabilities

 

898.7

 

 

854.6

 

Commitments and contingencies

 

 

Stockholders' (deficit) equity:

 

 

Preferred stock, par value $0.01 per share, authorized shares of 20,000; issued and outstanding shares of 7,669 and 7,669 at September 30, 2022 and December 31, 2021, respectively

 

0.1

 

 

0.1

 

Common stock, par value $0.01 per share, authorized shares of 500,000; issued and outstanding shares of 88,633 and 86,286 at September 30, 2022 and December 31, 2021, respectively

 

5.1

 

 

5.1

 

Capital in excess of par value

 

1,533.9

 

 

1,518.9

 

Treasury stock at cost, 1,867 and 1,525 shares at September 30, 2022 and December 31, 2021, respectively

 

(113.7

)

 

(110.9

)

Accumulated deficit

 

(1,360.9

)

 

(1,321.2

)

Accumulated other comprehensive loss

 

(82.5

)

 

(58.8

)

Stockholders' (deficit) equity attributable to shareholders

 

(18.0

)

 

33.1

 

Non-controlling interest

 

0.9

 

 

25.5

 

Total stockholders' (deficit) equity

 

(17.1

)

 

58.6

 

Total liabilities and stockholders' (deficit) equity

$

881.6

 

$

913.3

 

 

(1) Figures may not be clerically accurate due to rounding.


Contacts

Investor Contact:
Lou Salamone, CFO
Babcock & Wilcox Enterprises, Inc.
704.625.4944 | This email address is being protected from spambots. You need JavaScript enabled to view it.

Media Contact:
Ryan Cornell
Public Relations
Babcock & Wilcox Enterprises, Inc.
330.860.1345 | This email address is being protected from spambots. You need JavaScript enabled to view it.


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SEATTLE--(BUSINESS WIRE)--Expeditors International of Washington, Inc. (NASDAQ: EXPD), today announced that on November 7, 2022 its Board of Directors declared a semi-annual cash dividend of $0.67 per share, payable on December 15, 2022 to shareholders of record as of December 1, 2022.

Expeditors is a global logistics company headquartered in Seattle, Washington. The Company employs trained professionals in 176 district offices and numerous branch locations located on six continents linked into a seamless worldwide network through an integrated information management system. Services include the consolidation or forwarding of air and ocean freight, customs brokerage, vendor consolidation, cargo insurance, time-definite transportation, order management, warehousing and distribution and customized logistics solutions.


Contacts

Jeffrey S. Musser
President and Chief Executive Officer
(206) 674-3433

Bradley S. Powell
Senior Vice President and Chief Financial Officer
(206) 674-3412

Geoffrey Buscher
Director - Investor Relations
(206) 892-4510

THE WOODLANDS, Texas--(BUSINESS WIRE)--Excelerate Energy, Inc. (NYSE: EE) (“Excelerate” or “Company”) announced today that Calvin (Cal) Bancroft will resign from his position as Executive Vice President and Chief Operating Officer on December 31, 2022. Mr. Bancroft will continue his employment with the Company as a Senior Advisor reporting to Steven Kobos, President and Chief Executive Officer, through September 30, 2023, at which point he is expected to retire. Consistent with the Company’s succession plan, David Liner, who currently serves as Vice President of Operations, will succeed Mr. Bancroft in the role of Executive Vice President and Chief Operating Officer as of January 1, 2023.


“I want to thank Cal for his leadership and dedication. He has been a key member of our executive team and an integral part of Excelerate’s transformation into the premier provider of flexible LNG solutions that it is today,” said Kobos. “I am grateful for all the contributions he has made to the Company and for being a true partner in enabling our strong operational performance. On behalf of all of us at Excelerate, we wish him joy in having the time to do anything and everything he has always desired to do.”

During his 40+ years of experience in the shipping industry, Mr. Bancroft has received recognition from the maritime industry as well as two Homeland Security Public Commendations. Prior to joining Excelerate, he served as Global Marine Operations Manager for Phillips 66, Commercial Logistics Manager-Americas for Shell Chemical L.P., and Vice President of Fleet Operations and Facility Security Officer for Ocean Shipholdings, Inc.

“It has been a tremendous honor and privilege to be part of the Excelerate team,” said Mr. Bancroft. “Excelerate is positioned extremely well for the next phase of its growth and success, guided by a clear strategy, outstanding leadership, and a superior workforce. I can retire with confidence knowing that David Liner has the knowledge, skills, and experience to be an exceptional Operations leader.”

Mr. Liner joined Excelerate in August of 2021 with over 25 years of maritime experience in the oil and gas industry. As Vice President of Operations, he has led the Operations and Maintenance team responsible for the Company’s fleet of vessels and terminals. Prior to joining Excelerate, he held a variety of roles with SeaRiver Maritime and ExxonMobil Development Company and served as the Chief Officer of Commercial & Planning at Qatar Gas Transport Company (Nakilat). Mr. Liner holds a bachelor’s degree in Ocean Engineering from the Florida Institute of Technology.

ABOUT EXCELERATE ENERGY

Excelerate Energy, Inc. is a U.S.-based LNG company located in The Woodlands, Texas. Excelerate is changing the way the world accesses cleaner forms of energy by providing integrated services along the LNG value chain with the objective of delivering rapid-to-market and reliable LNG solutions to customers. The Company offers a full range of flexible regasification services from FSRUs to infrastructure development to LNG supply. Excelerate has offices in Abu Dhabi, Antwerp, Boston, Buenos Aires, Chattogram, Dhaka, Doha, Dubai, Helsinki, Ho Chi Minh City, Manila, Rio de Janeiro, Singapore, and Washington, DC. For more information, please visit https://www.excelerateenergy.com.


Contacts

Investors
Craig Hicks
Excelerate Energy
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Media
Stephen Pettibone / Frances Jeter
FGS Global
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or
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NEWPORT BEACH, Calif.--(BUSINESS WIRE)--Clean Energy Fuels Corp. (NASDAQ: CLNE) (“Clean Energy” or the “Company”) today announced its operating results for the third quarter of 2022.


Andrew J. Littlefair, Clean Energy’s President and Chief Executive Officer, stated: “A significant highlight in the third quarter was the passing of the Inflation Reduction Act which extended the alternative fuel tax credit, included qualified biogas projects in the investment tax credit and a new clean fuel production credit applicable to our dairy RNG projects. RNG continues to be a big winner for us with volumes growing 28% in the quarter compared to last year and great progress on RNG supply projects at dairies, which will help us meet continued demand. We are also pleased to see our agreement with World Fuels Services to supply LNG for Pasha ships begin to move the needle in our fuel volumes.”

The Company sold 54.1 million gallons of renewable natural gas (“RNG”) in the third quarter of 2022, a 28.2% increase compared to the third quarter of 2021. For the nine months ended September 30, 2022, the Company sold 143.8 million gallons of RNG compared to 122.1 million gallons sold in the same period in 2021, a 17.8% increase.

The Company’s revenue for the third quarter of 2022 was $125.7 million, an increase of $39.6 million compared to $86.1 million in the third quarter of 2021. Revenue for the third quarter of 2022 was reduced by $7.0 million of non-cash stock-based sales incentive contra-revenue charges (“Amazon warrant charges”) related to the warrant issued to Amazon.com NV Investment Holdings LLC (the “Amazon warrant”), compared to Amazon warrant charges of $2.2 million in the third quarter of 2021. Revenue for the third quarter of 2022 also included an unrealized gain of $0.5 million on commodity swap and customer fueling contracts relating to the Company’s Zero Now truck financing program, compared to an unrealized gain of $0.3 million in the third quarter of 2021. The increase in revenue was principally the result of higher sales price of natural gas and higher average renewable identification number (“RIN”) prices, along with an increase in the number of gallons sold and serviced, partially offset by lower average low carbon fuel standards (“LCFS”) credit prices during the quarter. Alternative fuel excise tax credit (“AFTC”) revenue was $16.1 million in the third quarter of 2022, compared to AFTC revenue of $5.3 million in the third quarter of 2021. The increase in AFTC revenue was due to the reinstatement and extension of the AFTC incentive, beginning retroactively to January 1, 2022, under the Inflation Reduction Act of 2022 which was passed into law in August 2022. Station construction revenue was $6.4 million for the third quarter of 2022 compared to $2.6 million for the third quarter of 2021.

The Company’s revenue for the nine months ended September 30, 2022 was $306.4 million, an increase of $142.7 million compared to $163.7 million in the nine months ended September 30, 2021. Revenue for the nine months ended September 30, 2022 was reduced by $15.5 million of Amazon warrant charges, compared to Amazon warrant charges of $80.2 million in the nine months ended September 30, 2021. Revenue for the nine months ended September 30, 2022 also included an unrealized loss of $1.6 million on commodity swap and customer fueling contracts relating to the Company’s Zero Now truck financing program, compared to an unrealized loss of $2.2 million in the nine months ended September 30, 2021. The increase in revenue was principally the result of higher sales price of natural gas and higher RIN prices, along with an increase in the number of gallons sold and serviced, partially offset by lower average LCFS credit prices during the period. Revenue for the nine months ended September 30, 2022 included AFTC revenue of $16.3 million, compared to AFTC revenue of $15.0 million in the nine months ended September 30, 2021. The increase in AFTC revenue was due to higher number of gallons of fuel sold. Station construction revenue was $15.7 million for the nine months ended September 30, 2022, compared to $13.2 million for the nine months ended September 30, 2021.

On a GAAP (as defined below) basis, net loss attributable to Clean Energy for the third quarter of 2022 was $(9.0) million, or $(0.04) per share, compared to $(3.9) million, or $(0.02) per share, for the third quarter of 2021. Compared to the third quarter of 2021, the third quarter of 2022 was positively affected by higher AFTC revenue due to reinstatement of the incentive, offset by higher Amazon warrant charges, higher stock compensation expense, and higher depreciation expense associated with the removal of fueling station equipment from select Pilot Travel Centers LLC (“Pilot”) locations.

On a GAAP basis, net loss attributable to Clean Energy for the nine months ended September 30, 2022 was $(46.4) million, or $(0.21) per share, compared to $(90.8) million, or $(0.43) per share, for the nine months ended September 30, 2021. Compared to that of 2021, the nine months ended September 30, 2022 was positively affected by lower Amazon warrant charges, partially offset by higher stock compensation expense, costs associated with ramping up our RNG supply investments, a loss on extinguishment (refinancing) of debt at our NG Advantage majority-controlled subsidiary, and higher depreciation expense associated with the removal of fueling station equipment from select Pilot locations.

Non-GAAP income per share and Adjusted EBITDA (each as defined below) for the third quarter of 2022 was $0.06 and $24.1 million, respectively, which included $15.8 million, net AFTC income relating to vehicle fuel sales made beginning January 1, 2022. Non-GAAP income per share and Adjusted EBITDA for the third quarter of 2021 was $0.01 and $13.4 million, respectively, which included $5.3 million, net AFTC income.

Non-GAAP income per share and Adjusted EBITDA for the nine months ended September 30, 2022 was $0.00 and $37.4 million, respectively. Non-GAAP income per share and Adjusted EBITDA for the nine months ended September 30, 2021 was $0.01 and $39.0 million, respectively.

Non-GAAP income (loss) per share and Adjusted EBITDA are described below and reconciled to GAAP net income (loss) per share attributable to Clean Energy and GAAP net income (loss) attributable to Clean Energy, respectively.

Non-GAAP Financial Measures

To supplement the Company’s unaudited condensed consolidated financial statements presented in accordance with accounting principles generally accepted in the United States of America (“GAAP”), the Company uses non-GAAP financial measures that it calls non-GAAP income (loss) per share (“non-GAAP income (loss) per share”) and adjusted EBITDA (“Adjusted EBITDA”). Management presents non-GAAP income (loss) per share and Adjusted EBITDA because it believes these measures provide meaningful supplemental information about the Company’s performance, for the following reasons: (1) these measures allow for greater transparency with respect to key metrics used by management to assess the Company’s operating performance and make financial and operational decisions; (2) these measures exclude the effect of items that management believes are not directly attributable to the Company’s core operating performance and may obscure trends in the business; and (3) these measures are used by institutional investors and the analyst community to help analyze the Company’s business. In future quarters, the Company may adjust for other expenditures, charges or gains to present non-GAAP financial measures that the Company’s management believes are indicative of the Company’s core operating performance.

Non-GAAP financial measures are limited as an analytical tool and should not be considered in isolation from, or as a substitute for, the Company’s GAAP results. The Company expects to continue reporting non-GAAP financial measures, adjusting for the items described below (and/or other items that may arise in the future as the Company’s management deems appropriate), and the Company expects to continue to incur expenses, charges or gains like the non-GAAP adjustments described below. Accordingly, unless expressly stated otherwise, the exclusion of these and other similar items in the presentation of non-GAAP financial measures should not be construed as an inference that these costs are unusual, infrequent, or non-recurring. Non-GAAP income (loss) per share and Adjusted EBITDA are not recognized terms under GAAP and do not purport to be an alternative to GAAP income (loss), GAAP income (loss) per share or any other GAAP measure as an indicator of operating performance. Moreover, because not all companies use identical measures and calculations, the Company’s presentation of non-GAAP income (loss) per share and Adjusted EBITDA may not be comparable to other similarly titled measures used by other companies.

Non-GAAP Income (Loss) Per Share

Non-GAAP income (loss) per share, which the Company presents as a non-GAAP measure of its performance, is defined as net income (loss) attributable to Clean Energy Fuels Corp., plus Amazon warrant charges, plus stock-based compensation expense, plus accelerated depreciation expense relating to the removal of fueling station equipment located on certain Pilot premises, plus (minus) loss (income) from the SAFE&CEC S.r.l. equity method investment, and plus (minus) any loss (gain) from changes in the fair value of derivative instruments, the total of which is divided by the Company’s weighted-average common shares outstanding on a diluted basis. The Company’s management believes excluding non-cash expenses related to the Amazon warrant charges provides useful information to investors regarding the Company’s performance because the Amazon warrant charges are measured based upon a fair value determined using a variety of assumptions and estimates, and the Amazon warrant charges do not impact the Company’s operating cash flows related to the delivery and sale of vehicle fuel to its customer. The Company’s management believes excluding non-cash expenses related to stock-based compensation provides useful information to investors regarding the Company’s performance because of the varying available valuation methodologies, the volatility of the expense (which depends on market forces outside of management’s control), the subjectivity of the assumptions and the variety of award types that a company can use, which may obscure trends in a company’s core operating performance. The Company’s management believes excluding non-cash accelerated depreciation expense relating to the removal of fueling station equipment located on certain Pilot premises is helpful to investors because the expense is not part of or representative of the on-going operations of the Company and may reduce comparability or obscure trends in the Company’s operating performance. Similarly, the Company believes excluding the non-cash results from the SAFE&CEC S.r.l. equity method investment is useful to investors because these charges are not part of or representative of the core operations of the Company. In addition, the Company’s management believes excluding the non-cash loss (gain) from changes in the fair value of derivative instruments is useful to investors because the valuation of the derivative instruments is based on a number of subjective assumptions, the amount of the loss or gain is derived from market forces outside of management’s control, and the exclusion of these amounts enables investors to compare the Company’s performance with other companies that do not use, or use different forms of, derivative instruments.

The table below shows GAAP and non-GAAP income (loss) attributable to Clean Energy per share and also reconciles GAAP net income (loss) attributable to Clean Energy to the non-GAAP net income (loss) attributable to Clean Energy figure used in the calculation of non-GAAP income (loss) per share:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Three Months Ended

 

Nine Months Ended

 

 

September 30,

 

September 30,

(in thousands, except share and per share data)

 

2021

 

2022

 

2021

 

2022

Net loss attributable to Clean Energy Fuels Corp.

 

$

(3,934

)

 

$

(8,973

)

 

$

(90,770

)

 

$

(46,399

)

Amazon warrant charges

 

 

2,184

 

 

 

6,967

 

 

 

80,237

 

 

 

15,500

 

Stock-based compensation

 

 

3,435

 

 

 

5,964

 

 

 

10,220

 

 

 

20,685

 

Accelerated depreciation expense associated with station equipment removal

 

 

 

 

 

8,766

 

 

 

 

 

 

8,766

 

Loss from SAFE&CEC S.r.l. equity method investment

 

 

134

 

 

 

333

 

 

 

22

 

 

 

554

 

Loss (gain) from change in fair value of derivative instruments

 

 

(267

)

 

 

(508

)

 

 

2,240

 

 

 

1,606

 

Non-GAAP net income attributable to Clean Energy Fuels Corp.

 

$

1,552

 

 

$

12,549

 

 

$

1,949

 

 

$

712

 

Diluted weighted-average common shares outstanding

 

 

226,412,718

 

 

 

224,760,621

 

 

 

214,144,066

 

 

 

225,045,445

 

GAAP loss attributable to Clean Energy Fuels Corp. per share

 

$

(0.02

)

 

$

(0.04

)

 

$

(0.43

)

 

$

(0.21

)

Non-GAAP income attributable to Clean Energy Fuels Corp. per share

 

$

0.01

 

 

$

0.06

 

 

$

0.01

 

 

$

0.00

 

Adjusted EBITDA

Adjusted EBITDA, which the Company presents as a non-GAAP measure of its performance, is defined as net income (loss) attributable to Clean Energy Fuels Corp., plus (minus) income tax expense (benefit), plus interest expense (including any losses from the extinguishment of debt), minus interest income, plus depreciation and amortization expense, plus Amazon warrant charges, plus stock-based compensation expense, plus (minus) loss (income) from the SAFE&CEC S.r.l. equity method investment, and plus (minus) any loss (gain) from changes in the fair value of derivative instruments. The Company’s management believes Adjusted EBITDA provides useful information to investors regarding the Company’s performance for the same reasons discussed above with respect to non-GAAP income (loss) per share. In addition, management internally uses Adjusted EBITDA to determine elements of executive and employee compensation.

The table below shows Adjusted EBITDA and also reconciles this figure to GAAP net loss attributable to Clean Energy:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Three Months Ended

 

Nine Months Ended

 

 

September 30,

 

September 30,

(in thousands)

 

2021

 

2022

 

2021

 

2022

Net loss attributable to Clean Energy Fuels Corp.

 

$

(3,934

)

 

$

(8,973

)

 

$

(90,770

)

 

$

(46,399

)

Income tax expense

 

 

60

 

 

 

106

 

 

 

199

 

 

 

223

 

Interest expense

 

 

1,038

 

 

 

670

 

 

 

3,476

 

 

 

4,479

 

Interest income

 

 

(334

)

 

 

(1,019

)

 

 

(828

)

 

 

(1,773

)

Depreciation and amortization

 

 

11,092

 

 

 

20,539

 

 

 

34,208

 

 

 

42,485

 

Amazon warrant charges

 

 

2,184

 

 

 

6,967

 

 

 

80,237

 

 

 

15,500

 

Stock-based compensation

 

 

3,435

 

 

 

5,964

 

 

 

10,220

 

 

 

20,685

 

Loss from SAFE&CEC S.r.l. equity method investment

 

 

134

 

 

 

333

 

 

 

22

 

 

 

554

 

Loss (gain) from change in fair value of derivative instruments

 

 

(267

)

 

 

(508

)

 

 

2,240

 

 

 

1,606

 

Adjusted EBITDA

$

13,408

$

24,079

$

39,004

$

37,360

Fuel and Service Volume

The following tables present, for the three and nine months ended September 30, 2021 and 2022, (1) the amount of total fuel volume the Company sold to customers with particular focus on RNG volume as a subset of total fuel volume and (2) O&M services volume dispensed at facilities the Company does not own but where it provides O&M services on a per-gallon or fixed fee basis. Certain gallons are included in both fuel and service volumes when the Company sells fuel (product revenue) to a customer and provides maintenance services (service revenue) to the same customer.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Three Months Ended

 

Nine Months Ended

Fuel volume, GGEs(2) sold (in millions),

 

September 30,

 

September 30,

correlating to total volume-related product revenue

 

2021

 

2022

 

2021

 

2022

RNG(1)

 

 

42.2

 

 

54.1

 

 

122.1

 

 

143.8

Conventional natural gas(1)

 

 

21.7

 

 

 

19.3

 

 

 

58.3

 

 

 

53.9

 

Total fuel volume

 

 

63.9

 

 

 

73.4

 

 

 

180.4

 

 

 

197.7

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Three Months Ended

 

Nine Months Ended

O&M services volume, GGEs(2) serviced (in millions),

 

September 30,

 

September 30,

correlating to volume-related O&M services revenue

 

2021

 

2022

 

2021

 

2022

O&M services volume

 

 

60.0

 

 

62.8

 

 

171.0

 

 

178.8

 

(1)

 

All RNG and conventional natural gas sold were sourced from third-party suppliers.

(2)

 

The Company calculates one gasoline gallon equivalent (“GGE”) to equal 125,000 British Thermal Units (“BTUs”), and, as such, one million BTUs (“MMBTU”) equal eight GGEs.

Sources of Revenue

The following table shows the Company's sources of revenue for the three and nine months ended September 30, 2021 and 2022:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Three Months Ended

 

Nine Months Ended

 

 

September 30,

 

September 30,

Revenue (in millions)

 

2021

 

2022

 

2021

 

2022

Product revenue:

 

 

 

 

 

 

 

 

 

 

 

 

Volume-related

 

 

 

 

 

 

 

 

 

 

 

 

Fuel sales(1)

 

$

52.3

 

$

78.5

 

$

72.2

 

$

204.2

Change in fair value of derivative instruments(2)

 

 

0.3

 

 

 

0.5

 

 

 

(2.2

)

 

 

(1.6

)

RIN Credits

 

 

8.1

 

 

 

9.3

 

 

 

21.9

 

 

 

27.0

 

LCFS Credits

 

 

5.7

 

 

 

2.6

 

 

 

13.0

 

 

 

10.1

 

AFTC

 

 

5.3

 

 

 

16.1

 

 

 

15.0

 

 

 

16.3

 

Total volume-related product revenue

 

 

71.7

 

 

 

107.0

 

 

 

119.9

 

 

 

256.0

 

Station construction sales

 

 

2.6

 

 

 

6.4

 

 

 

13.2

 

 

 

15.7

 

Total product revenue

 

 

74.3

 

 

 

113.4

 

 

 

133.1

 

 

 

271.7

 

Service revenue:

 

 

 

 

 

 

 

 

 

 

 

 

Volume-related, O&M services

 

 

11.7

 

 

 

12.0

 

 

 

30.5

 

 

 

33.7

 

Other services

 

 

0.1

 

 

 

0.3

 

 

 

0.1

 

 

 

1.0

 

Total service revenue

 

 

11.8

 

 

 

12.3

 

 

 

30.6

 

 

 

34.7

 

Total revenue

 

$

86.1

 

 

$

125.7

 

 

$

163.7

 

 

$

306.4

 

 

(1)

 

Includes $7.0 million and $15.5 million of Amazon warrant contra-revenue charges for the three and nine months ended September 30, 2022, respectively. For the three and nine months ended September 30, 2021, $2.2 million and $80.2 million, respectively, of Amazon warrant contra-revenue charges are included.

(2)

 

The change in fair value of derivative instruments is related to the Company’s commodity swap and customer fueling contracts. The amounts are classified as revenue because the Company’s commodity swap contracts are used to economically offset the risk associated with the diesel-to-natural gas price spread resulting from customer fueling contracts under the Company’s Zero Now truck financing program.

2022 Outlook

GAAP net loss for 2022 is expected to be approximately $(58) million, assuming no unrealized gains or losses on commodity swap and customer contracts relating to the Company’s Zero Now truck financing program and including Amazon warrant charges estimated to be $28 million. Changes in diesel and natural gas market conditions resulting in unrealized gains or losses on the Company’s commodity swap and customer fueling contracts relating to the Company’s Zero Now truck financing program, and significant variations in the vesting by Amazon of the Amazon warrant could significantly affect the Company’s estimated GAAP net loss for 2022. Adjusted EBITDA for 2022 is estimated to be approximately $60 million. These expectations exclude the impact of any acquisitions, divestitures, new joint ventures, transactions or other extraordinary events including a deterioration in, slower or lack of any recovery from the COVID-19 pandemic. Additionally, the expectations regarding 2022 Adjusted EBITDA assumes the calculation of this non-GAAP financial measure in the same manner as described above and adding back the estimated Amazon warrant charges described above and without adjustments for any other items that may arise during 2022 that management deems appropriate to exclude. These expectations are forward-looking statements and are qualified by the statement under “Safe Harbor Statement” below.

 

 

 

 

(in thousands)

 

2022 Outlook

GAAP Net loss attributable to Clean Energy Fuels Corp.

 

$

(58,000)

Income tax expense (benefit)

 

 

Interest expense

 

 

6,500

Interest income

 

 

(2,150)

Depreciation and amortization

 

 

57,000

Stock-based compensation

 

 

28,350

Loss (income) from SAFE&CEC S.r.l. equity method investment

 

 

Loss (gain) from change in fair value of derivative instruments

 

 

Amazon warrant charges

 

 

28,300

Adjusted EBITDA

 

$

60,000

Today’s Conference Call

The Company will host an investor conference call today at 4:30 p.m. Eastern time (1:30 p.m. Pacific). Investors interested in participating in the live call can dial 1.800.458.4121 from the U.S. and international callers can dial 1.646.828.8193. A telephone replay will be available approximately three hours after the call concludes through Thursday, December 8, 2022, by dialing 1.844.512.2921 from the U.S., or 1.412.317.6671 from international locations, and entering Replay Pin Number 3761917. There also will be a simultaneous, live webcast available on the Investor Relations section of the Company’s web site at www.cleanenergyfuels.com, which will be available for replay for 30 days.

About Clean Energy Fuels Corp.

Clean Energy Fuels Corp. is the country’s largest provider of the cleanest fuel for the transportation market. Our mission is to decarbonize transportation through the development and delivery of renewable natural gas (“RNG”), a sustainable fuel derived from organic waste. Clean Energy allows thousands of vehicles, from airport shuttles to city buses to waste and heavy-duty trucks, to reduce their amount of climate-harming greenhouse gas. We operate a vast network of fueling stations across the U.S. and Canada. Visit www.cleanenergyfuels.com and follow @ce_renewables on Twitter.

Safe Harbor Statement

This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, including statements about, among other things, our fiscal 2022 outlook, our volume growth, customer expansion, production sources, joint ventures, and the benefits of our fuels.

Forward-looking statements are statements other than historical facts and relate to future events or circumstances or the Company’s future performance, and they are based on the Company’s current assumptions, expectations and beliefs concerning future developments and their potential effect on the Company and its business. As a result, actual results, performance or achievements and the timing of events could differ materially from those anticipated in or implied by these forward-looking statements as a result of many factors including, among others: the COVID-19 pandemic and the measures taken to prevent its spread and the related impact on our operations, liquidity and financial condition; the willingness of fleets and other consumers to adopt natural gas as a vehicle fuel, and the rate and level of any such adoption; the Company’s ability to capture a substantial share of the market for alternative vehicle fuels and vehicle fuels generally and otherwise compete successfully in these markets; the potential adoption of government policies or programs or increased publicity or popular sentiment in favor of other vehicle fuels; the market’s perception of the benefits of RNG and conventional natural gas relative to other alternative vehicle fuels; natural gas vehicle and engine cost, fuel usage, availability, quality, safety, convenience, design, performance and residual value, as well as operator perception with respect to these factors, in general and in the Company’s key customer markets, including heavy-duty trucking; the Company’s ability to manage and grow its RNG business, including its ability to procure adequate supplies of RNG and generate revenues from sales of such RNG; the Company and its suppliers’ ability to successfully develop and operate projects and produce expected volumes of RNG; the potential commercial viability of livestock waste and dairy farm projects to produce RNG; the Company’s history of net losses and the possibility the Company incurs additional net losses in the future; the Company’s and its partners’ ability to acquire, finance, construct and develop other commercial projects; the Company’s ability to invest in hydrogen stations or modify its fueling stations to reform its RNG to fuel hydrogen and electric vehicles; the Company’s ability to realize the expected benefits from the commercial arrangement with Amazon and related transactions; future supply, demand, use and prices of crude oil, gasoline, diesel, natural gas, and other vehicle fuels, including overall levels of and volatility in these factors; changes in the competitive environment in which we operate, including potentially increasing competition in the market for vehicle fuels generally; the Company’s ability to manage and grow its business of transporting and selling CNG for non-vehicle purposes via virtual natural gas pipelines and interconnects, as well as its station design and construction activities; construction, permitting and other factors that could cause delays or other problems at station construction projects; the Company’s ability to execute and realize the intended benefits of any acquisitions, divestitures, investments or other strategic relationships or transactions; future availability of and our access to additional capital, which may include debt or equity financing, in the amounts and at the times needed to fund growth in the Company’s business and the repayment of its debt obligations (whether at or before their due dates) or other expenditures, as well as the terms and other effects of any such capital raising transaction; the Company’s ability to generate sufficient cash flows to repay its debt obligations as they come due; the availability of environmental, tax and other government legislation, regulations, programs and incentives that promote natural gas, such as AFTC, or other alternatives as a vehicle fuel, including long-standing support for gasoline- and diesel-powered vehicles and growing support for electric and hydrogen-powered vehicles that could result in programs or incentives that favor these or other vehicles or vehicle fuels over natural gas; the Company’s ability to comply with various registration and regulatory requirements related to its RNG projects; the effect of, or potential for changes to greenhouse gas emissions requirements or other environmental regulations applicable to vehicles powered by gasoline, diesel, natural gas or other vehicle fuels and crude oil and natural gas fueling, drilling, production, transportation or use; the Company’s ability to manage the safety and environmental risks inherent in its operations; the Company’s compliance with all applicable government regulations; the impact of the foregoing on the trading price of the Company’s common stock; and general political, regulatory, economic and market conditions.


Contacts

Investor Contact:
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News Media Contact:
Raleigh Gerber
Director of Corporate Communications
949.437.1397


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CHANDLER, Ariz.--(BUSINESS WIRE)--Rogers Corporation (NYSE:ROG) today announced financial results for the third quarter of 2022.

We are well positioned to move forward as an independent company focused on expanding our leadership in advanced materials solutions for high-growth markets including Hybrid and Electric Vehicles (EV/HEV) and Advanced Driver Assistance Systems (ADAS),” said Bruce D. Hoechner, Rogers' President and CEO. “Over the past year, we have not wavered in our focus on growing our business and implementing our proven strategy for developing innovative solutions and capitalizing on our market opportunities.”

Hoechner added: “While the immediate macroeconomic environment remains challenging, we are steadfast in our commitment to partner with the world’s leading technology firms and manufacturers to deliver cutting-edge materials for next-generation products, while improving margins and maintaining a strong balance sheet. I am confident in our ability to execute our strategy and deliver substantial value to all our stakeholders.”

Financial Overview

GAAP Results

Q3 2022

 

Q2 2022

 

Q3 2021

Net Sales ($M)

$247.2

 

$252.0

 

$238.3

Gross Margin

31.6%

 

34.3%

 

38.5%

Operating Margin

7.5%

 

9.3%

 

14.2%

Net Income ($M)

$14.8

 

$17.9

 

$25.1

Net Income Margin

6.0%

 

7.1%

 

10.5%

Diluted Earnings Per Share

$0.78

 

$0.94

 

$1.33

Net Cash Provided by Operating Activities

$13.5

 

$2.0

 

$39.9

 

 

 

 

 

 

Non-GAAP Results1

Q3 2022

 

Q2 2022

 

Q3 2021

Adjusted Operating Margin

10.8%

 

12.1%

 

17.2%

Adjusted Net Income ($M)

$21.2

 

$23.2

 

$30.9

Adjusted Earnings Per Diluted Share

$1.11

 

$1.22

 

$1.64

Adjusted EBITDA ($M)

$39.7

 

$45.4

 

$54.2

Adjusted EBITDA Margin

16.0%

 

18.0%

 

22.7%

Free Cash Flow ($M)

$(20.3)

 

$(22.9)

 

$17.9

 

 

 

 

 

 

Net Sales by Operating Segment (dollars in millions)

Q3 2022

 

Q2 2022

 

Q3 2021

Advanced Electronics Solutions (AES)

$130.6

 

$141.2

 

$135.0

Elastomeric Material Solutions (EMS)

$111.0

 

$105.1

 

$98.0

Other

$5.6

 

$5.7

 

$5.3

1 - A reconciliation of GAAP to non-GAAP measures is provided in the schedules included below

Q3 2022 Summary of Results

Net sales of $247.2 million decreased 1.9% versus the prior quarter resulting from the impact of ongoing global supply challenges, China COVID-related restrictions, regional power outages and unfavorable currency exchange rate fluctuations. AES net sales decreased by 7.5% from lower ADAS, wireless infrastructure and defense market revenue, partially offset by higher EV/HEV market sales. EMS net sales increased by 5.6% primarily resulting from seasonally stronger portable electronics market demand, partially offset by lower EV and automotive market revenue. Currency exchange rates unfavorably impacted total company net sales in the third quarter of 2022 by $4.9 million compared to prior quarter net sales.

Gross margin was 31.6%, compared to 34.3% in the prior quarter. The decrease in gross margin was primarily driven by underutilization charges, stemming from lower AES volume, and unfavorable product mix. To address the decline in gross margin the Company has undertaken a series of actions, including adjusting capacity levels in certain businesses and driving efficiency improvements.

Selling, general and administrative (SG&A) expenses decreased by $5.5 million from the prior quarter to $50.7 million. SG&A expenses declined due to lower employee-related costs and professional service fees.

GAAP operating margin of 7.5% decreased by 180 basis points from the prior quarter, primarily due to the reduction in gross margin, partially offset by lower SG&A. Adjusted operating margin of 10.8% decreased by 130 basis points versus the prior quarter.

GAAP earnings per diluted share were $0.78, compared to earnings per diluted share of $0.94 in the previous quarter. The decrease in GAAP earnings was due to lower operating income, partially offset by a decrease in tax expense. On an adjusted basis, earnings were $1.11 per diluted share compared to adjusted earnings of $1.22 per diluted share in the prior quarter.

Ending cash and cash equivalents were $236.5 million, an increase of $11.1 million versus the prior quarter. The ending cash does not include the termination fee from Dupont of $162.5 million, before taxes and transaction-related fees, received in the fourth quarter. In the third quarter, capital expenditures were $33.8 million and net cash provided by operating activities was $13.5 million.

Additional Information

A shareholder letter accompanying today's release can be accessed on the Rogers Corporation website at https://www.rogerscorp.com/investors. The Company will host a conference call for investors in December and an Investor Day in the first half of 2023 to elaborate on growth prospects, outlook, capital allocation and other aspects of the business.

About Rogers Corporation

Rogers Corporation (NYSE:ROG) is a global leader in engineered materials to power, protect and connect our world. Rogers delivers innovative solutions to help our customers solve their toughest material challenges. Rogers’ advanced electronic and elastomeric materials are used in applications for EV/HEV, automotive safety and radar systems, mobile devices, renewable energy, wireless infrastructure, energy-efficient motor drives, industrial equipment and more. Headquartered in Chandler, Arizona, Rogers operates manufacturing facilities in the United States, Asia and Europe, with sales offices worldwide.

Safe Harbor Statement

Statements included in this release that are not a description of historical facts are forward-looking statements. Words or phrases such as “believe,” “may,” “could,” “will,” “estimate,” “continue,” “anticipate,” “intend,” “seek,” “plan,” “expect,” “should,” “would” or similar expressions are intended to identify forward-looking statements, and are based on Rogers’ current beliefs and expectations. This release contains forward-looking statements regarding our plans, objectives, outlook, goals, strategies, future events, future net sales or performance, capital expenditures, future restructuring, plans or intentions relating to expansions, business trends and other information that is not historical information. All forward-looking statements are based upon information available to us on the date of this release and are subject to risks, uncertainties and other factors, many of which are outside of our control, which could cause actual results to differ materially from those indicated by the forward-looking statements. Other risks and uncertainties that could cause such results to differ include: the duration and impacts of the novel coronavirus global pandemic and efforts to contain its transmission and distribute vaccines, including the effect of these factors on our business, suppliers, customers, end users and economic conditions generally; continuing disruptions to global supply chains and our ability, or the ability of our suppliers, to obtain necessary product components; failure to capitalize on, volatility within, or other adverse changes with respect to the Company's growth drivers, including advanced mobility and advanced connectivity, such as delays in adoption or implementation of new technologies; uncertain business, economic and political conditions in the United States (U.S.) and abroad, particularly in China, South Korea, Germany, the United Kingdom, Hungary and Belgium, where we maintain significant manufacturing, sales or administrative operations; the trade policy dynamics between the U.S. and China reflected in trade agreement negotiations and the imposition of tariffs and other trade restrictions, including trade restrictions on Huawei Technologies Co., Ltd. (Huawei); fluctuations in foreign currency exchange rates; our ability to develop innovative products and the extent to which our products are incorporated into end-user products and systems and the extent to which end-user products and systems incorporating our products achieve commercial success; the ability and willingness of our sole or limited source suppliers to deliver certain key raw materials, including commodities, to us in a timely and cost-effective manner; intense global competition affecting both our existing products and products currently under development; business interruptions due to catastrophes or other similar events, such as natural disasters, war, including the ongoing conflict between Russia and Ukraine, terrorism or public health crises; the impact of sanctions, export controls and other foreign asset or investment restrictions; failure to realize, or delays in the realization of anticipated benefits of acquisitions and divestitures due to, among other things, the existence of unknown liabilities or difficulty integrating acquired businesses; our ability to attract and retain management and skilled technical personnel; our ability to protect our proprietary technology from infringement by third parties and/or allegations that our technology infringes third party rights; changes in effective tax rates or tax laws and regulations in the jurisdictions in which we operate; failure to comply with financial and restrictive covenants in our credit agreement or restrictions on our operational and financial flexibility due to such covenants; the outcome of ongoing and future litigation, including our asbestos-related product liability litigation or risks arising from the DuPont Merger; changes in environmental laws and regulations applicable to our business; and disruptions in, or breaches of, our information technology systems. Should any risks and uncertainties develop into actual events, these developments could have a material adverse effect on the Company. For additional information about the risks, uncertainties and other factors that may affect our business, please see our most recent annual report on Form 10-K and any subsequent reports filed with the Securities and Exchange Commission, including quarterly reports on Form 10-Q. Rogers Corporation assumes no responsibility to update any forward-looking statements contained herein except as required by law.

(Financial statements follow) 

 

Condensed Consolidated Statements of Operations (Unaudited)

 

 

Three Months Ended

 

Nine Months Ended

(DOLLARS AND SHARES IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)

September 30,
2022

 

September 30,
2021

 

September 30,
2022

 

September 30,
2021

Net sales

$

247,231

 

 

$

238,263

 

 

$

747,467

 

 

$

702,434

 

Cost of sales

 

169,167

 

 

 

146,609

 

 

 

497,491

 

 

 

431,448

 

Gross margin

 

78,064

 

 

 

91,654

 

 

 

249,976

 

 

 

270,986

 

 

 

 

 

 

 

 

 

Selling, general and administrative expenses

 

50,653

 

 

 

47,886

 

 

 

164,496

 

 

 

135,258

 

Research and development expenses

 

9,140

 

 

 

7,531

 

 

 

25,450

 

 

 

22,195

 

Restructuring and impairment charges

 

373

 

 

 

1,007

 

 

 

1,119

 

 

 

3,260

 

Other operating (income) expense, net

 

(578

)

 

 

1,431

 

 

 

(2,852

)

 

 

3,536

 

Operating income

 

18,476

 

 

 

33,799

 

 

 

61,763

 

 

 

106,737

 

 

 

 

 

 

 

 

 

Equity income in unconsolidated joint ventures

 

1,162

 

 

 

1,773

 

 

 

4,237

 

 

 

5,884

 

Pension settlement charges

 

 

 

 

(534

)

 

 

 

 

 

(534

)

Other income (expense), net

 

977

 

 

 

(469

)

 

 

1,563

 

 

 

3,738

 

Interest expense, net

 

(2,942

)

 

 

(441

)

 

 

(5,559

)

 

 

(1,452

)

Income before income tax expense

 

17,673

 

 

 

34,128

 

 

 

62,004

 

 

 

114,373

 

Income tax expense

 

2,835

 

 

 

8,999

 

 

 

12,683

 

 

 

29,371

 

Net income

$

14,838

 

 

$

25,129

 

 

$

49,321

 

 

$

85,002

 

 

 

 

 

 

 

 

 

Basic earnings per share

$

0.79

 

 

$

1.34

 

 

$

2.62

 

 

$

4.54

 

 

 

 

 

 

 

 

 

Diluted earnings per share

$

0.78

 

 

$

1.33

 

 

$

2.60

 

 

$

4.51

 

 

 

 

 

 

 

 

 

Shares used in computing:

 

 

 

 

 

 

 

Basic earnings per share

 

18,818

 

 

 

18,740

 

 

 

18,804

 

 

 

18,727

 

Diluted earnings per share

 

18,999

 

 

 

18,874

 

 

 

18,997

 

 

 

18,831

 

Condensed Consolidated Statements of Financial Position (Unaudited)

 

(DOLLARS AND SHARES IN THOUSANDS, EXCEPT PAR VALUE)

September 30,
2022

 

December 31,
2021

Assets

 

 

 

Current assets

 

 

 

Cash and cash equivalents

$

236,461

 

 

$

232,296

 

Accounts receivable, less allowance for doubtful accounts of $1,227 and $1,223

 

162,929

 

 

 

163,092

 

Contract assets

 

41,809

 

 

 

36,610

 

Inventories

 

173,610

 

 

 

133,384

 

Prepaid income taxes

 

4,008

 

 

 

1,921

 

Asbestos-related insurance receivables, current portion

 

3,361

 

 

 

3,176

 

Other current assets

 

15,500

 

 

 

13,586

 

Total current assets

 

637,678

 

 

 

584,065

 

Property, plant and equipment, net of accumulated depreciation of $368,270 and $367,850

 

374,984

 

 

 

326,967

 

Investments in unconsolidated joint ventures

 

12,974

 

 

 

16,328

 

Deferred income taxes

 

41,873

 

 

 

32,671

 

Goodwill

 

338,312

 

 

 

370,189

 

Other intangible assets, net of amortization

 

150,148

 

 

 

176,353

 

Pension assets

 

5,461

 

 

 

5,123

 

Asbestos-related insurance receivables, non-current portion

 

55,516

 

 

 

59,391

 

Other long-term assets

 

8,844

 

 

 

27,479

 

Total assets

$

1,625,790

 

 

$

1,598,566

 

Liabilities and Shareholders’ Equity

 

 

 

Current liabilities

 

 

 

Accounts payable

$

57,200

 

 

$

64,660

 

Accrued employee benefits and compensation

 

35,978

 

 

 

48,196

 

Accrued income taxes payable

 

4,046

 

 

 

9,632

 

Asbestos-related liabilities, current portion

 

4,048

 

 

 

3,841

 

Other accrued liabilities

 

36,644

 

 

 

37,620

 

Total current liabilities

 

137,916

 

 

 

163,949

 

Borrowings under revolving credit facility

 

290,000

 

 

 

190,000

 

Pension and other postretirement benefits liabilities

 

1,495

 

 

 

1,618

 

Asbestos-related liabilities, non-current portion

 

60,167

 

 

 

64,491

 

Non-current income tax

 

8,013

 

 

 

7,131

 

Deferred income taxes

 

24,599

 

 

 

29,451

 

Other long-term liabilities

 

13,747

 

 

 

23,031

 

Shareholders’ equity

 

 

 

Capital stock - $1 par value; 50,000 authorized shares; 18,812 and 18,730 shares issued and outstanding

 

18,812

 

 

 

18,730

 

Additional paid-in capital

 

165,276

 

 

 

163,583

 

Retained earnings

 

1,031,146

 

 

 

981,825

 

Accumulated other comprehensive loss

 

(125,381

)

 

 

(45,243

)

Total shareholders' equity

 

1,089,853

 

 

 

1,118,895

 

Total liabilities and shareholders' equity

$

1,625,790

 

 

$

1,598,566

 

Reconciliation of non-GAAP financial measures to the comparable GAAP measures

Non-GAAP financial measures:

This earnings release includes the following financial measures that are not presented in accordance with generally accepted accounting principles in the United States of America (“GAAP”):

(1) Adjusted operating margin, which the Company defines as operating margin excluding acquisition-related amortization of intangible assets and discrete items, which are acquisition and related integration costs, gains or losses on the sale or disposal of property, plant and equipment, restructuring, severance, impairment and other related costs, UTIS fire and recovery charges, costs associated with the proposed DuPont acquisition, and the related income tax effect on these items (collectively, “discrete items”);

(2) Adjusted net income, which the Company defines as net income excluding amortization of acquisition intangible assets, pension settlement charges and discrete items;

(3) Adjusted earnings per diluted share, which the Company defines as earnings per diluted share excluding amortization of acquisition intangible assets, pension settlement charges and discrete items divided by adjusted weighted average shares outstanding - diluted;

(4) Adjusted EBITDA, which the Company defines as net income excluding interest expense, net, income tax expense, depreciation and amortization, stock-based compensation expense, pension settlement charges and discrete items;

(5) Adjusted EBITDA Margin, which the Company defines as the percentage that results from dividing Adjusted EBITDA by total net sales;

(6) Free cash flow, which the Company defines as net cash provided by operating activities less non-acquisition capital expenditures.

Management believes adjusted operating margin, adjusted net income, adjusted earnings per diluted share, adjusted EBITDA and adjusted EBITDA margin are useful to investors because they allow for comparison to the Company’s performance in prior periods without the effect of items that, by their nature, tend to obscure the Company’s core operating results due to potential variability across periods based on the timing, frequency and magnitude of such items. As a result, management believes that these measures enhance the ability of investors to analyze trends in the Company’s business and evaluate the Company’s performance relative to peer companies. Management also believes free cash flow is useful to investors as an additional way of viewing the Company's liquidity and provides a more complete understanding of factors and trends affecting the Company's cash flows. However, non-GAAP financial measures have limitations as analytical tools and should not be considered in isolation from, or as alternatives to, financial measures prepared in accordance with GAAP. In addition, these non-GAAP financial measures may differ from, and should not be compared to, similarly named measures used by other companies. Reconciliations of the differences between these non-GAAP financial measures and their most directly comparable financial measures calculated in accordance with GAAP are set forth below.

Reconciliation of GAAP operating margin to adjusted operating margin*:

 

2022

2021

Operating margin

Q3

Q2

Q3

GAAP operating margin

7.5

%

9.3

%

14.2

%

 

 

 

 

Acquisition and related integration costs

%

0.1

%

0.4

%

Restructuring, severance, impairment and other related costs

0.5

%

0.4

%

0.7

%

UTIS fire (recovery)/charges

(0.2

) %

(0.7

)%

0.6

%

Costs associated with the proposed DuPont acquisition

1.4

%

1.4

%

%

Total discrete items

1.7

%

1.1

%

1.7

%

Operating margin adjusted for discrete items

9.2

%

10.4

%

15.9

%

 

 

 

 

Acquisition intangible amortization

1.7

%

1.7

%

1.3

%

 

 

 

 

Adjusted operating margin

10.8

%

12.1

%

17.2

%

*Percentages in table may not add due to rounding.

Reconciliation of GAAP net income to adjusted net income:

(amounts in millions)

2022

2021

Net income

Q3

Q2

Q3

GAAP net income

$

14.8

 

$

17.9

 

$

25.1

 

 

 

 

 

Acquisition and related integration costs

 

0.1

 

 

0.1

 

 

1.0

 

Pension settlement charges

 

 

 

 

 

0.5

 

Restructuring, severance, impairment and other related costs

 

1.3

 

 

1.0

 

 

1.7

 

UTIS fire (recovery)/charges

 

(0.6

)

 

(1.7

)

 

1.4

 

Costs associated with the proposed DuPont acquisition

 

3.4

 

 

3.4

 

 

 

Acquisition intangible amortization

 

4.1

 

 

4.2

 

 

3.1

 

Income tax effect of non-GAAP adjustments and intangible amortization

 

(2.0

)

 

(1.7

)

 

(2.0

)

Adjusted net income

$

21.2

 

$

23.2

 

$

30.9

 

*Values in table may not add due to rounding.

Reconciliation of GAAP earnings per diluted share to adjusted earnings per diluted share*:

 

2022

2021

Earnings per diluted share

Q3

Q2

Q3

GAAP earnings per diluted share

$

0.78

 

$

0.94

 

$

1.33

 

 

 

 

Acquisition and related integration costs

 

 

 

 

 

0.04

Pension settlement charges

 

 

 

 

 

0.02

Restructuring, severance, impairment and other related costs

 

0.05

 

 

0.04

 

 

0.07

UTIS fire (recovery)/charges

 

(0.02

)

 

(0.07

)

 

0.06

Costs associated with the proposed DuPont acquisition

 

0.14

 

 

0.14

 

 

Total discrete items

$

0.17

 

$

0.11

 

$

0.19

 

 

 

 

Earnings per diluted share adjusted for discrete items

 

0.95

 

 

1.05

 

 

1.52

 

 

 

 

Acquisition intangible amortization

$

0.16

 

$

0.17

 

$

0.12

 

 

 

 

Adjusted earnings per diluted share

$

1.11

 

$

1.22

 

$

1.64

*Values in table may not add due to rounding.

Reconciliation of GAAP net income to adjusted EBITDA*:

 

2022

2021

(amounts in millions)

Q3

Q2

Q3

GAAP Net income

$

14.8

 

$

17.9

 

$

25.1

 

 

 

 

Interest expense, net

 

2.9

 

 

1.5

 

 

0.4

Income tax expense

 

2.8

 

 

6.1

 

 

9.0

Depreciation

 

7.3

 

 

8.0

 

 

7.0

Amortization

 

4.1

 

 

4.2

 

 

3.1

Stock-based compensation expense

 

3.5

 

 

4.9

 

 

4.8

Acquisition and related integration costs

 

0.1

 

 

0.1

 

 

1.0

Pension settlement charges

 

 

 

 

 

0.5

Restructuring, severance, impairment and other related costs

 

1.3

 

 

1.0

 

 

1.8

UTIS fire (recovery)/charges

 

(0.6

)

 

(1.7

)

 

1.4

Costs associated with the proposed DuPont acquisition

 

3.4

 

 

3.4

 

 

Adjusted EBITDA

$

39.7

 

$

45.4

 

$

54.2

*Values in table may not add due to rounding.

Calculation of adjusted EBITDA margin*:

 

2022

2021

 

Q3

Q2

Q3

Adjusted EBITDA (in millions)

$

39.7

 

$

45.4

 

$

54.2

 

Divided by Total Net Sales (in millions)

 

247.2

 

 

252.0

 

 

238.3

 

Adjusted EBITDA Margin

 

16.0

%

 

18.0

%

 

22.7

%

*Values in table may not add due to rounding.

Reconciliation of net cash provided by operating activities to free cash flow*:

 

2022

2021

(amounts in millions)

Q3

Q2

Q3

Net cash provided by operating activities

$

13.5

 

$

2.0

 

$

39.9

 

Non-acquisition capital expenditures

 

(33.8

)

 

(25.0

)

 

(22.0

)

Free cash flow

$

(20.3

)

$

(22.9

)

$

17.9

 

*Values in table may not add due to rounding.

 


Contacts

Investor contact:
Steve Haymore
Phone: 480-917-6026
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Website address: http://www.rogerscorp.com

CAMPBELL, Calif.--(BUSINESS WIRE)--Velo3D, Inc. (NYSE: VLD) today announced that it intends to file a universal shelf registration statement on Form S-3 with the Securities and Exchange Commission. Velo3D anticipates that it will file such registration statement within the next 10 days.


Velo3D has no immediate intention to conduct an offering of securities registered pursuant to the registration statement. The Company believes it is prudent to file the shelf registration statement as a matter of common corporate practice upon passing its one year anniversary as a public company and becoming Form S-3 eligible. The registration statement will provide greater flexibility to access the capital markets in the future, if circumstances arise that would make the sale of securities advantageous to the Company and its stockholders. The Company is not required to offer or sell securities in the future under the shelf registration statement.

This press release does not constitute an offer to sell or the solicitation of an offer to buy any securities. Any offers, solicitations of offers to buy, or any sales of securities will be made in accordance with the registration requirements of the Securities Act of 1933, as amended.

Forward-Looking Statements:

This press release includes “forward-looking statements” within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1996. The company’s actual results may differ from its expectations, estimates and projections and consequently, you should not rely on these forward-looking statements as predictions of future events. Words such as “expect”, “estimate”, “project”, “budget”, “forecast”, “anticipate”, “intend”, “plan”, “may”, “will”, “could”, “should”, “believes”, “predicts”, “potential”, “continue”, and similar expressions are intended to identify such forward-looking statements. These forward-looking statements include, without limitation, the company’s expectations, hopes, beliefs, intentions or strategies for the future. These forward-looking statements involve significant risks and uncertainties that could cause the actual results to differ materially from the expected results. You should carefully consider the risks and uncertainties described in the “Risk Factors” section of the company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2021 (the “FY 2021 10-K”), which was filed by the company with the SEC on March 28, 2022 and the other documents filed by the company from time to time with the SEC. These filings identify and address other important risks and uncertainties that could cause actual events and results to differ materially from those contained in the forward-looking statements. Most of these factors are outside the company’s control and are difficult to predict. The company cautions not to place undue reliance upon any forward-looking statements, including projections, which speak only as of the date made. The company does not undertake or accept any obligation to release publicly any updates or revisions to any forward-looking statements to reflect any change in its expectations or any change in events, conditions or circumstances on which any such statement is based.


Contacts

Investor Relations:
Velo3D
Bob Okunski, VP Investor Relations
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Media Contact:
Velo3D
Dan Sorensen, Senior Director of PR
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THE WOODLANDS, Texas--(BUSINESS WIRE)--Excelerate Energy, Inc. (the “Company” or “Excelerate”) (NYSE: EE) announced today that its Board of Directors (the “Board”) declared a quarterly cash dividend, with respect to the quarter ended September 30, 2022, of $0.025 per share of Class A common stock. The dividend is payable on December 14, 2022 to Class A common stockholders of record as of the close of business on November 22, 2022.


Excelerate Energy Limited Partnership, the Company’s operating subsidiary, will make a corresponding distribution of $0.025 per interest to holders of its Class B limited partnership interests on the same date of the dividend payment.

The declaration, timing, amount, and payment of future dividends remains at the discretion of the Company’s Board of Directors.

ABOUT EXCELERATE ENERGY

Excelerate Energy, Inc. is a U.S.-based LNG company located in The Woodlands, Texas. Excelerate is changing the way the world accesses cleaner forms of energy by providing integrated services along the LNG value chain with the objective of delivering rapid-to-market and reliable LNG solutions to customers. The Company offers a full range of flexible regasification services from FSRUs to infrastructure development to LNG supply. Excelerate has offices in Abu Dhabi, Antwerp, Boston, Buenos Aires, Chattogram, Dhaka, Doha, Dubai, Helsinki, Ho Chi Minh City, Manila, Rio de Janeiro, Singapore, and Washington, DC. For more information, please visit https://www.excelerateenergy.com.

Forward-Looking Statements

This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. All statements other than statements of historical fact contained in this press release, including, without limitation, statements regarding Excelerate’s future results of operations or financial condition, business strategy and plans, expansion plans and strategy, economic conditions, objectives of management for future operations and the payment of dividends and declaration of future dividends, including the timing and amount thereof, are forward-looking statements. All forward-looking statements are based on assumptions or judgments about future events that may or may not be correct or necessarily take place and that are by their nature subject to significant risks, uncertainties and contingencies, including the risk factors that Excelerate identifies in its Securities and Exchange Commission filings, many of which are outside the control of Excelerate. The results, events, and circumstances reflected in the forward-looking statements may not be achieved or occur, and actual results, events, or circumstances could differ materially from those described in the forward-looking statements. The forward-looking statements made in this press release relate only to events as of the date on which the statements are made. Excelerate undertakes no obligation to update any forward-looking statements made in this press release to reflect events or circumstances after the date of this press release or to reflect new information or the occurrence of unanticipated events, except as required by law.


Contacts

Investors
Craig Hicks
Excelerate Energy
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Media
Stephen Pettibone / Frances Jeter
FGS Global
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or
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THIRD QUARTER HIGHLIGHTS


  • Record quarterly production of 79,123 Boe per day (57% oil), an increase of 37% from the third quarter of 2021
  • Third quarter GAAP cash flow from operations of $276.8 million. Excluding changes in net working capital, cash flow from operations was $269.3 million, an increase of 7% sequentially from the second quarter of 2022
  • Capital expenditures of $154.5 million during the third quarter (excluding non-budgeted acquisitions) were higher because of accelerated activity and strong Ground Game execution
  • Free Cash Flow of $110.6 million during the third quarter, an increase of 99% from the third quarter of 2021. See “Non-GAAP Financial Measures” below
  • Announced $110.0 million core Midland Basin acquisition in August 2022, which closed in October 2022
  • Increasing 2022 well count, production and capital expenditure guidance and adjusting operating cost and pricing differential guidance

SHAREHOLDER RETURN HIGHLIGHTS

  • Declared $0.30 per share common dividend for the fourth quarter of 2022, an increase of 20% from the third quarter
  • Repurchased $38.7 million of common shares in the third quarter and October 2022, for a total of $51.5 million year-to-date at an average price of $28.42 per share (1.81 million shares)
  • Retired $10.0 million principal amount of 8.125% Senior Unsecured Notes at an average price of 94.8% of par value in the third quarter and October 2022, for a total of $23.4 million year-to-date at an average price of 96.7% of par value
  • On November 8, 2022, exercised right to cause a full conversion of the 6.5% Series A Perpetual Convertible Preferred Stock into shares of common stock, which will be effected on November 15, 2022

MINNEAPOLIS--(BUSINESS WIRE)--Northern Oil and Gas, Inc. (NYSE: NOG) (“NOG”) today announced the company’s third quarter results.

MANAGEMENT COMMENTS

“Significant volume growth helped NOG achieve record Adjusted EBITDA and cash flow once again this quarter, more than offsetting lower oil prices,” commented Nick O’Grady, NOG’s Chief Executive Officer. “We continue to see accelerating activity on our properties and strong Ground Game reinvestment opportunities. This increasing velocity, combined with our high quality larger acquisitions, is setting the stage for substantial growth in cash flows and returns for 2023.”

THIRD QUARTER FINANCIAL RESULTS

Oil and natural gas sales for the third quarter were $534.1 million. Third quarter GAAP net income was $583.5 million or $6.77 per diluted share. Third quarter Adjusted Net Income was $154.7 million or $1.80 per diluted share, an increase of 5% from the second quarter of 2022. Adjusted EBITDA in the third quarter was $292.4 million, an increase of 7% from the second quarter of 2022. See “Non-GAAP Financial Measures” below.

PRODUCTION

Third quarter production was 79,123 Boe per day, an increase of 9% from the second quarter of 2022 and an increase of 37% from the third quarter of 2021. Oil represented 57% of total production in the third quarter. Oil production was 45,107 Bbls per day, an increase of 8% from the second quarter of 2022 and a 33% increase over the third quarter of 2021. NOG had 16.2 net wells turned in-line during the third quarter, compared to 10.1 net wells turned in-line in the second quarter of 2022. Production increased quarter over quarter, driven primarily by growth in NOG’s Permian production, which made up approximately 26% of volumes in the third quarter. Additionally, Williston volumes recovered from weather-related shut-ins experienced in the second quarter and NOG benefited from a partial quarter contribution from the Williston Basin acquisition, which closed on August 15, 2022. Marcellus production was up 2% from the second quarter, a reflection of strong results from the most recent development pad, and represented 17% of total volumes.

PRICING

During the third quarter, NYMEX West Texas Intermediate (“WTI”) crude oil averaged $91.38 per Bbl, and NYMEX natural gas at Henry Hub averaged $7.95 per million cubic feet (“Mcf”). NOG’s unhedged net realized oil price in the third quarter was $90.54, representing a $0.84 differential to WTI prices. NOG’s unhedged net realized gas price in the third quarter was $8.43 per Mcf, representing approximately 106% realization compared with Henry Hub pricing.

OPERATING COSTS

Lease operating costs were $68.5 million in the third quarter of 2022, or $9.41 per Boe, a ~4% decrease on a per unit basis compared to the second quarter of 2022. The decrease in unit costs was driven primarily by the reduction in firm transportation costs incurred in the previous quarter, slightly offset by some modest increases in lifting and processing costs. Third quarter general and administrative (“G&A”) costs totaled $10.3 million or $1.41 per Boe. This includes $2.9 million of legal and transaction expenses in connection with acquisitions and $1.3 million of non-cash stock-based compensation. NOG’s cash G&A costs excluding these amounts totaled $6.0 million or $0.82 per Boe in the third quarter, down 12% from the prior quarter on a unit basis.

CAPITAL EXPENDITURES AND ACQUISITIONS

Capital expenditures for the third quarter was $154.5 million (excluding non-budgeted acquisitions). This was comprised of $136.6 million of total drilling and completion (“D&C”) capital on organic and ground game assets, and $17.9 million of ground game acquisition spending and other items. The primary drivers of increased spending from the second quarter were increased development activity (wells-in-process increased by 4.5 net wells) and significant Ground Game success in August and September 2022. NOG has experienced moderate well cost inflation in 2022, but year-to-date well costs have been within NOG’s assumptions for the year. The weighted average AFE elected to in the third quarter was $8.6 million, but the related wells had longer average laterals than the second quarter, and normalized for lateral length third quarter AFEs increased a modest 5% over the second quarter.

NOG’s Williston Basin spending was 53% of the total capital expenditures for the quarter, the Permian was 46%, and other items were 1%. On the Ground Game acquisition front, NOG closed on five transactions during the third quarter totaling 2.0 net well locations and 965 net acres, a marked increase from the second quarter and a significant driver of increased capital investment.

As previously announced, during August 2022, NOG completed its Williston Basin acquisition with a $158.0 million cash settlement at closing. NOG subsequently announced additional Permian Basin acquisitions on August 17, 2022 (Midland Basin, closed on October 3, 2022), September 30, 2022 (Alpha Energy Partners, anticipated closing December 2022), October 11, 2022 (Additional Delaware Basin, anticipated closing December 2022), and October 19, 2022 (MPDC Mascot Project, anticipated closing January 2023). In total, the pending acquisitions have a combined unadjusted purchase price of $617.5 million, with earn-out provisions in the Alpha Energy Partners acquisition that could generate a maximum of an additional $22.5 million in consideration.

LIQUIDITY AND CAPITAL RESOURCES

NOG had total liquidity of $418.1 million as of September 30, 2022, consisting of cash of $9.1 million, and $409.0 million of committed borrowing availability under the revolving credit facility. Additionally, NOG had acquisition deposits of $28.5 million as of September 30, 2022, which will be used to partially fund pending acquisitions.

As of September 30, 2022, NOG had $726.6 million of 8.125% Senior Unsecured Notes due 2028 outstanding, a decrease from $750.0 million at December 31, 2021. As of September 30, 2022, NOG had $164.4 million of liquidation preference value of 6.5% Series A Perpetual Convertible Preferred Stock outstanding, a decrease from $221.9 million at December 31, 2021.

On October 11, 2022, NOG priced a total of $500.0 million of 3.625% Senior Unsecured Convertible Notes due 2029, upsized due to strong demand, and inclusive of the exercise of the $65.0 million over-allotment option. The Company purchased Capped Calls as part of the transaction, boosting the effective conversion price of the notes to $52.17 per share. These notes feature Instrument C settlement, which requires the Company to repay all principal amounts in cash.

On November 8, 2022, NOG exercised its right to cause a full mandatory conversion of its 6.5% Series A Perpetual Convertible Preferred Stock into shares of common stock, which will be effected on November 15, 2022. Holders of the Preferred Stock will receive 4.4878 shares of common stock and a cash payment of $6.3337 for each share of Preferred Stock converted. All dividends on the Preferred Stock will cease to accumulate on the conversion date. On November 15, 2022, holders of record at the close of business on November 1, 2022 will separately receive a final semi-annual cash dividend of $3.25 per share on the Preferred Stock. The conversion will have no impact on NOG’s fully diluted share count as the Preferred Stock has been included in NOG’s fully diluted share calculations on an as-converted basis. The 1,643,732 outstanding shares of Preferred Stock will convert into an aggregate of approximately 7,376,740 shares of common stock. Based on NOG’s recent $0.30 per share declared common stock dividend, the conversion of the Preferred Stock will reduce annualized dividend payments by approximately $1.8 million per year.

SHAREHOLDER RETURNS

On August 1, 2022, NOG’s Board of Directors declared a regular quarterly cash dividend for NOG’s common stock of $0.25 per share for stockholders of record as of September 29, 2022, which was paid on October 31, 2022. This represented a 32% increase from the prior quarter.

On November 2, 2022, NOG’s Board of Directors declared a regular quarterly cash dividend for NOG’s common stock of $0.30 per share for stockholders of record as of December 29, 2022, which will be paid on January 31, 2023. This represents a 20% increase from the prior quarter.

In the third quarter and October 2022, NOG repurchased $38.7 million of its common stock. In total year-to-date, NOG has repurchased and retired 1.81 million shares at an average price of $28.42 per share, for a total of $51.5 million. NOG has $98.5 million remaining available on its current common stock repurchase authorization.

In the third quarter and October 2022, NOG repurchased and retired $10.0 million of its 8.125% Senior Unsecured Notes due 2028. The average purchase price was 94.8% of par value. NOG has $26.6 million remaining available on its current repurchase authorization.

2022 FULL YEAR GUIDANCE

(all forecasts are provided on a 2-stream production basis)

NOG is increasing production, net well completion, and capital expenditure guidance, and adjusting certain other guidance items.

Significant year-to-date Ground Game success, development activity pull-forwards, and stronger organic well elections have driven an increase in capital expenditure guidance for the year by $47.5 million at the midpoint. Inflation was not a material factor to the increase in capital spending.

Additional turn-in-lines ahead of schedule, combined with notably better well performance, have driven an increase to production guidance by approximately 1,250 Boe per day at the midpoint for 2022. Notably, NOG expects second half 2022 capital spending to drive significant volume growth exiting 2022 into 2023. NOG has provided December production exit rate guidance that includes, on a full month pro forma basis, the acquisitions the Company expects to close in December 2022. The pending acquisition of the MPDC Mascot Project is not included in these figures, as it is scheduled to close in January 2023.

NOG is updating production expense guidance to account for slightly higher processing and lifting costs incurred year-to-date. This has been more than offset by higher than expected gas realizations, as well as significantly better realized oil prices in both the Williston and Permian basins, leading to improved annual guidance for oil differentials and gas realizations.

 

Prior

 

Current

Annual Production (Boe per day)

73,000 - 77,000

 

74,500 - 78,000

December Production, pro forma for acquisitions (Boe per day)

77,000+

 

83,000+

Oil as a Percentage of Sales Volumes

59.5 - 61.5%

 

59.0 - 60.5%

Net Wells Spud

~65

 

~66 - 68

Net Wells Added to Production

52.5 - 56.5

 

57.0 - 59.0

Total Capital Expenditures (in millions)

$405 - $470

 

$460 - $510

 

 

 

Operating Expenses and Differentials:

Prior

 

Current

Production Expenses (per Boe)

$8.85 - $9.10

 

$9.00 - $9.25

Production Taxes (as a percentage of Oil & Gas Sales)

8% - 9%

 

8% - 9%

Average Differential to NYMEX WTI (per Bbl)

($4.50) - ($5.25)

 

($3.00) - ($4.00)

Average Realization as a Percentage of NYMEX Henry Hub (per Mcf)

102.5% - 112.5%

 

105.0% - 112.5%

 

 

 

 

Prior

 

Current

General and Administrative Expense (per Boe):

 

 

 

Cash (excluding transaction costs on non-budgeted acquisitions)

$0.80 - $0.85

 

$0.80 - $0.85

Non-Cash

$0.20 - $0.30

 

$0.20 - $0.30

THIRD QUARTER 2022 RESULTS

The following tables set forth selected operating and financial data for the periods indicated.

 

Three Months Ended September 30,

 

2022

 

2021

 

% Change

Net Production:

 

 

 

 

 

Oil (Bbl)

 

4,149,841

 

 

 

3,131,182

 

 

33

%

Natural Gas and NGLs (Mcf)

 

18,776,821

 

 

 

13,034,251

 

 

44

%

Total (Boe)

 

7,279,311

 

 

 

5,303,557

 

 

37

%

 

 

 

 

 

 

Average Daily Production:

 

 

 

 

 

Oil (Bbl)

 

45,107

 

 

 

34,035

 

 

33

%

Natural Gas and NGLs (Mcf)

 

204,096

 

 

 

141,677

 

 

44

%

Total (Boe)

 

79,123

 

 

 

57,647

 

 

37

%

 

 

 

 

 

 

Average Sales Prices:

 

 

 

 

 

Oil (per Bbl)

$

90.54

 

 

$

64.91

 

 

39

%

Effect Loss on Settled Oil Derivatives on Average Price (per Bbl)

 

(19.12

)

 

 

(12.52

)

 

 

Oil Net of Settled Oil Derivatives (per Bbl)

 

71.42

 

 

 

52.39

 

 

36

%

 

 

 

 

 

 

Natural Gas and NGLs (per Mcf)

 

8.43

 

 

 

4.33

 

 

95

%

Effect of Loss on Settled Natural Gas Derivatives on Average Price (per Mcf)

 

(2.43

)

 

 

(1.31

)

 

 

Natural Gas and NGLs Net of Settled Natural Gas Derivatives (per Mcf)

 

6.00

 

 

 

3.02

 

 

99

%

 

 

 

 

 

 

Realized Price on a Boe Basis Excluding Settled Commodity Derivatives

 

73.37

 

 

 

48.96

 

 

50

%

Effect of Loss on Settled Commodity Derivatives on Average Price (per Boe)

 

(17.16

)

 

 

(10.62

)

 

 

Realized Price on a Boe Basis Including Settled Commodity Derivatives

 

56.21

 

 

 

38.34

 

 

47

%

 

 

 

 

 

 

Costs and Expenses (per Boe):

 

 

 

 

 

Production Expenses

$

9.41

 

 

$

8.15

 

 

15

%

Production Taxes

 

5.81

 

 

 

3.76

 

 

55

%

General and Administrative Expenses

 

1.41

 

 

 

1.04

 

 

36

%

Depletion, Depreciation, Amortization and Accretion

 

9.06

 

 

 

6.77

 

 

34

%

 

 

 

 

 

 

Net Producing Wells at Period End

 

761.2

 

 

 

601.8

 

 

26

%

HEDGING

NOG hedges portions of its expected production volumes to increase the predictability of its cash flow and to help maintain a strong financial position. The following table summarizes NOG’s open crude oil commodity derivative swap contracts scheduled to settle after September 30, 2022.

 

 

Crude Oil Commodity Derivative Swaps(1)

 

Crude Oil Commodity Derivative Collars

Contract Period

 

Volume (Bbls/Day)

 

Weighted Average
Price ($/Bbl)

 

Volume (Bbls/Day)

 

Weighted Average
Ceiling / Floor Prices
($/Bbl)

2022:

 

 

 

 

 

 

 

 

Q4

 

30,400

 

$64.17

 

1,000

 

$100.00 / 75.00

2023:

 

 

 

 

 

 

 

 

Q1

 

20,700

 

$72.43

 

5,325

 

$96.18 / 81.55

Q2

 

22,000

 

$76.15

 

3,500

 

$90.75 / 78.57

Q3

 

17,625

 

$77.68

 

3,500

 

$90.75 / 78.57

Q4

 

17,000

 

$76.52

 

3,500

 

$90.75 / 78.57

2024:

 

 

 

 

 

 

 

 

Q1

 

7,075

 

$78.10

 

1,375

 

$83.25 / 73.64

Q2

 

7,050

 

$77.04

 

1,375

 

$83.25 / 73.64

Q3

 

6,875

 

$75.34

 

1,375

 

$83.25 / 73.64

Q4

 

2,825

 

$69.63

 

1,375

 

$83.25 / 73.64

_____________

(1)

This table does not include volumes subject to swaptions and call options, which are crude oil derivative contracts NOG has entered into which may increase swapped volumes at the option of NOG’s counterparties. This table also does not include basis swaps. For additional information, see Note 11 to our financial statements included in our Form 10-Q filed with the SEC for the quarter ended September 30, 2022.

The following table summarizes NOG’s open natural gas commodity derivative swap contracts scheduled to settle after September 30, 2022.

 

 

Natural Gas Commodity Derivative Swaps(1)

 

Natural Gas Commodity Derivative Collars

Contract Period

 

Volume
(MMBTU/Day)

 

Weighted Average
Price ($/MMBTU)

 

Volume
(MMBTU/Day)

 

Weighted Average
Ceiling / Floor Prices
($/MMBTU)

2022:

 

 

 

 

 

 

 

 

Q4

 

99,891

 

$3.54

 

7,473

 

$7.85 / 3.67

2023:

 

 

 

 

 

 

 

 

Q1

 

76,444

 

$4.06

 

32,500

 

$6.86 / 4.08

Q2

 

40,440

 

$4.46

 

52,500

 

$6.58 / 4.19

Q3

 

40,000

 

$4.50

 

55,000

 

$6.67 / 4.18

Q4

 

35,620

 

$4.58

 

65,000

 

$6.88 / 4.12

2024:

 

 

 

 

 

 

 

 

Q1

 

23,407

 

$4.44

 

12,500

 

$8.15 / 3.80

Q2

 

17,187

 

$3.87

 

2,500

 

$8.70 / 4.00

Q3

 

17,000

 

$3.87

 

 

Q4

 

11,272

 

$3.87

 

 

____________

(1)

This table does not include basis swaps. For additional information, see Note 11 to our financial statements included in our Form 10-Q filed with the SEC for the quarter ended September 30, 2022.

The following table presents NOG’s settlements on commodity derivative instruments and unsettled gains and losses on open commodity derivative instruments for the periods presented, which is included in the revenue section of NOG’s statement of operations:

 

Three Months Ended
September 30,

(In thousands)

2022

 

2021

Cash Received (Paid) on Settled Derivatives

$

(124,911

)

 

$

(56,318

)

Non-Cash Mark-to-Market Gain (Loss) on Derivatives

 

382,501

 

 

 

(71,845

)

Gain (Loss) on Commodity Derivatives, Net

$

257,590

 

 

$

(128,163

)

CAPITAL EXPENDITURES & DRILLING ACTIVITY

(In millions, except for net well data)

 

Three Months Ended
September 30, 2022

Capital Expenditures Incurred:

 

 

Organic Drilling and Development Capital Expenditures

 

$

116.9

Ground Game Drilling and Development Capital Expenditures

 

$

19.7

Ground Game Acquisition Capital Expenditures

 

$

15.9

Other

 

$

2.0

Non-Budgeted Acquisitions

 

$

154.8

 

 

 

Net Wells Added to Production

 

 

16.2

 

 

 

Net Producing Wells (Period-End)

 

 

761.2

 

 

 

Net Wells in Process (Period-End)

 

 

61.5

Increase in Wells in Process over Prior Period

 

 

4.5

 

 

 

Weighted Average Gross AFE for Wells Elected to

 

$

8.6

THIRD QUARTER 2022 EARNINGS RELEASE CONFERENCE CALL

In conjunction with NOG’s release of its financial and operating results, investors, analysts and other interested parties are invited to listen to a conference call with management on Wednesday, November 9, 2022 at 10:00 a.m. Central Time.

Those wishing to listen to the conference call may do so via webcast or phone as follows:

Webcast: https://event.choruscall.com/mediaframe/webcast.html?webcastid=BWm7UyKS
Dial-In Number: (866) 373-3407 (US/Canada) and (412) 902-1037 (International)
Conference ID: 13733042 - Northern Oil and Gas, Inc. Third Quarter 2022 Earnings Call
Replay Dial-In Number: (877) 660-6853 (US/Canada) and (201) 612-7415 (International)
Replay Access Code: 13733042 - Replay will be available through November 16, 2022

ABOUT NORTHERN OIL AND GAS

NOG is a company with a primary strategy of investing in non-operated minority working and mineral interests in oil & gas properties, with a core area of focus in the premier basins within the United States. More information about NOG can be found at www.northernoil.com.

SAFE HARBOR

This press release contains forward-looking statements regarding future events and future results that are subject to the safe harbors created under the Securities Act of 1933 (the “Securities Act”) and the Securities Exchange Act of 1934 (the “Exchange Act”). All statements other than statements of historical facts included in this release regarding NOG’s dividend plans and practices, financial position, operating and financial performance, business strategy, plans and objectives of management for future operations, industry conditions, and indebtedness covenant compliance are forward-looking statements. When used in this release, forward-looking statements are generally accompanied by terms or phrases such as “estimate,” “project,” “predict,” “believe,” “expect,” “continue,” “anticipate,” “target,” “could,” “plan,” “intend,” “seek,” “goal,” “will,” “should,” “may” or other words and similar expressions that convey the uncertainty of future events or outcomes. Items contemplating or making assumptions about actual or potential future production and sales, market size, collaborations, and trends or operating results also constitute such forward-looking statements.

Forward-looking statements involve inherent risks and uncertainties, and important factors (many of which are beyond NOG’s control) that could cause actual results to differ materially from those set forth in the forward-looking statements, including the following: changes in NOG’s capitalization, changes in crude oil and natural gas prices; the pace of drilling and completions activity on NOG’s properties and properties pending acquisition; NOG’s ability to acquire additional development opportunities; potential or pending acquisition transactions; NOG’s ability to consummate pending acquisitions, and the anticipated timing of such consummation; the projected capital efficiency savings and other operating efficiencies and synergies resulting from NOG’s acquisition transactions; integration and benefits of property acquisitions, or the effects of such acquisitions on NOG’s cash position and levels of indebtedness; changes in NOG’s reserves estimates or the value thereof; disruptions to NOG’s business due to acquisitions and other significant transactions; infrastructure constraints and related factors affecting NOG’s properties; ongoing legal disputes over and potential shutdown of the Dakota Access Pipeline; the COVID-19 pandemic and its related economic repercussions and effect on the oil and natural gas industry; general economic or industry conditions, nationally and/or in the communities in which NOG conducts business; changes in the interest rate environment, legislation or regulatory requirements; conditions of the securities markets; NOG’s ability to raise or access capital; changes in accounting principles, policies or guidelines; and financial or political instability, health-related epidemics, acts of war or terrorism, and other economic, competitive, governmental, regulatory and technical factors affecting NOG’s operations, products and prices.

NOG has based these forward-looking statements on its current expectations and assumptions about future events. While management considers these expectations and assumptions to be reasonable, they are inherently subject to significant business, economic, competitive, regulatory and other risks, contingencies and uncertainties, most of which are difficult to predict and many of which are beyond NOG’s control. NOG does not undertake any duty to update or revise any forward-looking statements, except as may be required by the federal securities laws.

CONDENSED STATEMENTS OF OPERATIONS

(UNAUDITED)

 

 

Three Months Ended

September 30,

(In thousands, except share and per share data)

2022

 

2021

Revenues

 

 

 

Oil and Gas Sales

$

534,050

 

 

$

259,670

 

Gain (Loss) on Commodity Derivatives, Net

 

257,590

 

 

 

(128,163

)

Total Revenues

 

791,640

 

 

 

131,507

 

 

 

 

 

Operating Expenses

 

 

 

Production Expenses

 

68,478

 

 

 

43,236

 

Production Taxes

 

42,273

 

 

 

19,932

 

General and Administrative Expense

 

10,278

 

 

 

5,490

 

Depletion, Depreciation, Amortization and Accretion

 

65,975

 

 

 

35,885

 

Total Operating Expenses

 

187,004

 

 

 

104,543

 

 

 

 

 

Income (Loss) From Operations

 

604,637

 

 

 

26,964

 

 

 

 

 

Other Income (Expense)

 

 

 

Interest Expense, Net of Capitalization

 

(20,135

)

 

 

(14,586

)

Gain (Loss) on Unsettled Interest Rate Derivatives, Net

 

(42

)

 

 

92

 

Gain (Loss) on Extinguishment of Debt, Net

 

339

 

 

 

 

Contingent Consideration Gain (Loss)

 

 

 

 

82

 

Other Income (Expense)

 

(1

)

 

 

2

 

Total Other Income (Expense)

 

(19,839

)

 

 

(14,410

)

 

 

 

 

Income (Loss) Before Income Taxes

 

584,798

 

 

 

12,554

 

 

 

 

 

Income Tax Provision (Benefit)

 

1,333

 

 

 

 

 

 

 

 

Net Income (Loss)

$

583,465

 

 

$

12,554

 

 

 

 

 

Cumulative Preferred Stock Dividend

 

(2,610

)

 

 

(3,605

)

 

 

 

 

Net Income (Loss) Attributable to Common Stockholders

$

580,855

 

 

$

8,949

 

 

 

 

 

Net Income (Loss) Per Common Share – Basic

$

7.39

 

 

$

0.14

 

Net Income (Loss) Per Common Share – Diluted

$

6.77

 

 

$

0.13

 

Weighted Average Common Shares Outstanding – Basic

 

78,589,661

 

 

 

65,856,479

 

Weighted Average Common Shares Outstanding – Diluted

 

86,141,293

 

 

 

66,629,566

 


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  • Revenue of $182 million, a 6% sequential increase
  • Orders of $198 million and book-to-bill ratio of 1.09
  • Net income of $16.5 million and diluted EPS of $1.82
  • Adjusted EBITDA of $17.8 million, a 15% sequential increase
  • Operating Cash Flow of $18.5 million and Free Cash Flow of $17.3 million
  • Confirming full-year 2022 Adjusted EBITDA at top end of $50 to $60 million guidance range
  • Second half 2022 Free Cash Flow expectation remains $30 to $40 million

HOUSTON--(BUSINESS WIRE)--Forum Energy Technologies, Inc. (NYSE: FET) today announced third quarter 2022 revenue of $182 million, an increase of $10 million from the second quarter 2022. Net income for the quarter was $16.5 million, or $1.82 per diluted share, a sequential improvement of $7.2 million compared to net income of $9.3 million, or $1.15 per diluted share, for the second quarter 2022. Excluding special items, adjusted net loss was $0.25 per diluted share in the third quarter 2022. Adjusted EBITDA was $17.8 million in the third quarter 2022, a sequential increase of $2.3 million.


Special items in the third quarter 2022, on a pre-tax basis, primarily included $18.2 million of foreign exchange gains. See Tables 1-5 for a reconciliation of GAAP to non-GAAP financial information.

Neal Lux, President and Chief Executive Officer, remarked, “I am pleased with the FET team’s outstanding execution and performance during the third quarter. On a year-over-year basis, third quarter revenue grew 29% and adjusted EBITDA margins expanded 470 basis points. Importantly, we generated $17 million of free cash flow, which equates to 14% of our third quarter ending market capitalization.

“Based on our fourth quarter outlook, we continue to expect second half 2022 free cash flow to be between $30 and $40 million and full year Adjusted EBITDA to be near the top end of the $50 to $60 million guidance range. This Adjusted EBITDA result would reflect an increase of approximately 200% over 2021.

“Conditions and activity within FET’s operating markets continue to strengthen. We are seeing demand growth for our differentiated portfolio of consumable and capital products driven by increasing U.S., international, and offshore activity. With the tailwind of this market and continued execution of our strategic initiatives, we expect further revenue growth, margin expansion and free cash flow generation.”

Segment Results (unless otherwise noted, comparisons are third quarter 2022 versus second quarter 2022)

Drilling & Downhole segment revenue was $76 million, a 1% decrease primarily related to lower revenue recognition for subsea capital projects, partially offset by higher demand for drilling-related capital equipment and consumables in connection with increasing activity levels. Orders were $73 million, a 1% decrease due to lower Subsea Technologies bookings, which were partially offset by order growth in both the Drilling Technologies and Downhole Technologies product lines. Segment adjusted EBITDA was $13 million, a $1 million increase benefiting from operating leverage despite nominally lower revenue levels. The Drilling & Downhole segment designs and manufactures capital equipment and consumable products for global well construction, artificial lift and subsea markets.

Completions segment revenue was $72 million, a 9% increase led by higher sales of stimulation and wireline products as completion activity and demand for stimulation capital equipment increased. Orders were $79 million, a 22% increase. Segment adjusted EBITDA was $10 million, an 18% increase resulting from higher revenue levels and favorable sales mix. The Completions segment designs and manufactures products for the coiled tubing, wireline and stimulation markets.

Production segment revenue was $34 million, a 14% increase related to double digit growth in both product lines. The third quarter book-to-bill ratio was 1.34, as segment bookings returned to normalized levels. Segment Adjusted EBITDA was $1 million driven by strong operating leverage in the Valves product line. The Production segment designs and manufactures land well site production equipment, desalination process equipment, and a wide range of valves for upstream, midstream and process industry customers.

FET (Forum Energy Technologies) is a global company, serving the oil, natural gas, industrial and renewable energy industries. FET provides value added solutions that increase the safety and efficiency of energy exploration and production. We are an environmentally and socially responsible company headquartered in Houston, TX with manufacturing, distribution, and service facilities strategically located throughout the world. For more information, please visit www.f-e-t.com.

Forward Looking Statements and Other Legal Disclosure

This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. All statements, other than statements of historical facts, included in this press release that address activities, events or developments that the company expects, believes or anticipates will or may occur in the future are forward-looking statements. Without limiting the generality of the foregoing, forward-looking statements contained in this press release specifically include the expectations of plans, strategies, objectives and anticipated financial and operating results of the company, including any statement about the company's future financial position, liquidity and capital resources, operations, performance, acquisitions, returns, capital expenditure budgets, new product development activities, costs and other guidance included in this press release.

These statements are based on certain assumptions made by the company based on management's experience and perception of historical trends, current conditions, anticipated future developments and other factors believed to be appropriate. Such statements are subject to a number of assumptions, risks and uncertainties, many of which are beyond the control of the company, which may cause actual results to differ materially from those implied or expressed by the forward-looking statements. Among other things, these include the volatility of oil and natural gas prices, oilfield development activity levels, the availability of raw materials and specialized equipment, the company's ability to deliver backlog in a timely fashion, the availability of skilled and qualified labor, competition in the oil and natural gas industry, governmental regulation and taxation of the oil and natural gas industry, the company's ability to implement new technologies and services, the availability and terms of capital, and uncertainties regarding environmental regulations or litigation and other legal or regulatory developments affecting the company's business, impacts associated with COVID-19, and other important factors that could cause actual results to differ materially from those projected as described in the company's filings with the U.S. Securities and Exchange Commission.

Any forward-looking statement speaks only as of the date on which such statement is made and the company undertakes no obligation to correct or update any forward-looking statement, whether as a result of new information, future events or otherwise, except as required by applicable law.

Forum Energy Technologies, Inc.

Condensed consolidated statements of income (loss)

(Unaudited)

 

 

 

 

 

Three months ended

 

 

September 30,

 

June 30,

(in millions, except per share information)

 

2022

 

2021

 

2022

Revenue

 

$

181.8

 

 

$

141.0

 

 

$

172.2

 

Cost of sales

 

 

130.4

 

 

 

106.1

 

 

 

123.6

 

Gross profit

 

 

51.4

 

 

 

34.9

 

 

 

48.6

 

Operating expenses

 

 

 

 

 

 

Selling, general and administrative expenses

 

 

43.7

 

 

 

42.3

 

 

 

43.5

 

Gain on disposal of assets and other

 

 

 

 

 

 

 

 

(0.9

)

Total operating expenses

 

 

43.7

 

 

 

42.3

 

 

 

42.6

 

Operating income (loss)

 

 

7.7

 

 

 

(7.4

)

 

 

6.0

 

Other expense (income)

 

 

 

 

 

 

Interest expense

 

 

8.1

 

 

 

7.1

 

 

 

7.8

 

Loss on extinguishment of debt

 

 

 

 

 

0.2

 

 

 

 

Foreign exchange gains and other, net

 

 

(18.2

)

 

 

(4.0

)

 

 

(12.8

)

Total other (income) expense, net

 

 

(10.1

)

 

 

3.3

 

 

 

(5.0

)

Income (loss) before income taxes

 

 

17.8

 

 

 

(10.7

)

 

 

11.0

 

Income tax expense

 

 

1.3

 

 

 

0.9

 

 

 

1.7

 

Net income (loss) (1)

 

$

16.5

 

 

$

(11.6

)

 

$

9.3

 

 

 

 

 

 

 

 

Weighted average shares outstanding

 

 

 

 

 

 

Basic

 

 

5.8

 

 

 

5.7

 

 

 

5.7

 

Diluted

 

 

10.6

 

 

 

5.7

 

 

 

10.5

 

 

 

 

 

 

 

 

Earnings (loss) per share

 

 

 

 

 

 

Basic

 

$

2.85

 

 

$

(2.05

)

 

$

1.61

 

Diluted

 

$

1.82

 

 

$

(2.05

)

 

$

1.15

 

 

 

 

 

 

 

 

(1) Refer to Table 1 for schedule of adjusting items.

Forum Energy Technologies, Inc.

Condensed consolidated statements of income (loss)

(Unaudited)

 

 

 

 

 

Nine months ended

 

 

September 30,

(in millions, except per share information)

 

2022

 

2021

Revenue

 

$

509.3

 

 

$

392.9

 

Cost of sales

 

 

370.7

 

 

 

299.6

 

Gross profit

 

 

138.6

 

 

 

93.3

 

Operating expenses

 

 

 

 

Selling, general and administrative expenses

 

 

131.5

 

 

 

126.0

 

Gain on disposal of assets and other

 

 

(0.9

)

 

 

(1.3

)

Total operating expenses

 

 

130.6

 

 

 

124.7

 

Operating income (loss)

 

 

8.0

 

 

 

(31.4

)

Other expense (income)

 

 

 

 

Interest expense

 

 

23.6

 

 

 

24.1

 

Foreign exchange gains and other, net

 

 

(37.1

)

 

 

(1.5

)

Loss on extinguishment of debt

 

 

 

 

 

5.3

 

Total other (income) expense, net

 

 

(13.5

)

 

 

27.9

 

Income (loss) before income taxes

 

 

21.5

 

 

 

(59.3

)

Income tax expense

 

 

5.0

 

 

 

3.8

 

Net income (loss) (1)

 

$

16.5

 

 

$

(63.1

)

 

 

 

 

 

Weighted average shares outstanding

 

 

 

 

Basic

 

 

5.7

 

 

 

5.6

 

Diluted

 

 

10.5

 

 

 

5.6

 

 

 

 

 

 

Earnings (loss) per share

 

 

 

 

Basic

 

$

2.88

 

 

$

(11.19

)

Diluted

 

$

2.37

 

 

$

(11.19

)

 

 

 

 

 

(1) Refer to Table 2 for schedule of adjusting items.

Forum Energy Technologies, Inc.

Condensed consolidated balance sheets

(Unaudited)

 

 

 

 

 

September 30,

 

December 31,

(in millions of dollars)

2022

 

2021

Assets

 

 

 

Current assets

 

 

 

Cash and cash equivalents

$

19.8

 

$

46.9

Accounts receivable—trade, net

 

147.8

 

 

123.9

Inventories, net

 

270.6

 

 

241.7

Other current assets

 

40.2

 

 

34.2

Total current assets

 

478.4

 

 

446.7

Property and equipment, net of accumulated depreciation

 

86.2

 

 

94.0

Operating lease assets

 

20.8

 

 

25.4

Intangible assets, net

 

196.6

 

 

217.4

Other long-term assets

 

8.3

 

 

7.8

Total assets

$

790.3

 

$

791.3

Liabilities and equity

 

 

 

Current liabilities

 

 

 

Current portion of long-term debt

$

0.5

 

$

0.9

Other current liabilities

 

196.6

 

 

174.8

Total current liabilities

 

197.1

 

 

175.7

Long-term debt, net of current portion

 

247.5

 

 

232.4

Other long-term liabilities

 

43.0

 

 

54.1

Total liabilities

 

487.6

 

 

462.2

Total equity

 

302.7

 

 

329.1

Total liabilities and equity

$

790.3

 

$

791.3

Forum Energy Technologies, Inc.

Condensed consolidated cash flow information

(Unaudited)

 

 

Nine Months Ended September 30,

(in millions of dollars)

 

2022

 

2021

Cash flows from operating activities

 

 

 

 

Net income (loss)

 

$

16.5

 

 

$

(63.1

)

Depreciation and amortization

 

 

28.2

 

 

 

32.0

 

Inventory write down

 

 

1.6

 

 

 

4.0

 

Loss on extinguishment of debt

 

 

 

 

 

5.3

 

Other noncash items and changes in working capital

 

 

(78.4

)

 

 

13.7

 

Net cash used in operating activities

 

 

(32.1

)

 

 

(8.1

)

 

 

 

 

 

Cash flows from investing activities

 

 

 

 

Capital expenditures for property and equipment

 

 

(4.8

)

 

 

(1.0

)

Proceeds from sale of property and equipment

 

 

2.7

 

 

 

6.8

 

Payments related to business acquisitions

 

 

(0.5

)

 

 

(1.3

)

Net cash provided by (used in) investing activities

 

 

(2.6

)

 

 

4.5

 

 

 

 

 

 

Cash flows from financing activities

 

 

 

 

Borrowings of debt

 

 

423.9

 

 

 

 

Repayments of debt

 

 

(414.0

)

 

 

(72.7

)

Repurchases of stock

 

 

(0.7

)

 

 

(0.4

)

Deferred financing costs

 

 

 

 

 

(1.5

)

Net cash provided by (used in) financing activities

 

 

9.2

 

 

 

(74.6

)

 

 

 

 

 

Effect of exchange rate changes on cash

 

 

(1.6

)

 

 

(0.4

)

Net decrease in cash, cash equivalents and restricted cash

 

$

(27.1

)

 

$

(78.6

)

Forum Energy Technologies, Inc.

Supplemental schedule - Segment information

(Unaudited)

 

 

 

 

 

 

 

As Reported

 

As Adjusted (3)

 

 

Three months ended

 

Three months ended

(in millions of dollars)

 

September 30,
2022

 

September 30,
2021

 

June 30, 2022

 

September 30,
2022

 

September 30,
2021

 

June 30, 2022

Revenue

 

 

 

 

 

 

 

 

 

 

 

 

Drilling & Downhole

 

$

75.7

 

 

$

63.2

 

 

$

76.5

 

 

$

75.7

 

 

$

63.2

 

 

$

76.5

 

Completions

 

 

72.2

 

 

 

49.7

 

 

 

66.1

 

 

 

72.2

 

 

 

49.7

 

 

 

66.1

 

Production

 

 

34.2

 

 

 

28.5

 

 

 

29.9

 

 

 

34.2

 

 

 

28.5

 

 

 

29.9

 

Eliminations

 

 

(0.3

)

 

 

(0.4

)

 

 

(0.3

)

 

 

(0.3

)

 

 

(0.4

)

 

 

(0.3

)

Total revenue

 

$

181.8

 

 

$

141.0

 

 

$

172.2

 

 

$

181.8

 

 

$

141.0

 

 

$

172.2

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Operating income (loss)

 

 

 

 

 

 

 

 

 

 

 

 

Drilling & Downhole

 

$

9.5

 

 

$

4.0

 

 

$

8.5

 

 

$

9.8

 

 

$

5.2

 

 

$

8.9

 

Operating Margin %

 

 

12.5

%

 

 

6.3

%

 

 

11.1

%

 

 

12.9

%

 

 

8.2

%

 

 

11.6

%

Completions

 

 

5.9

 

 

 

0.3

 

 

 

3.6

 

 

 

4.8

 

 

 

(0.5

)

 

 

3.1

 

Operating Margin %

 

 

8.2

%

 

 

0.6

%

 

 

5.4

%

 

 

6.6

%

 

 

(1.0

)%

 

 

4.7

%

Production

 

 

0.7

 

 

 

(3.4

)

 

 

(0.2

)

 

 

0.6

 

 

 

(3.1

)

 

 

(0.2

)

Operating Margin %

 

 

2.0

%

 

 

(11.9

)%

 

 

(0.7

)%

 

 

1.8

%

 

 

(10.9

)%

 

 

(0.7

)%

Corporate

 

 

(8.4

)

 

 

(8.4

)

 

 

(6.8

)

 

 

(7.3

)

 

 

(6.5

)

 

 

(6.6

)

Total segment operating income (loss)

 

 

7.7

 

 

 

(7.5

)

 

 

5.1

 

 

 

7.9

 

 

 

(4.9

)

 

 

5.2

 

Other items not in segment operating income (loss) (1)

 

 

 

 

 

0.1

 

 

 

0.9

 

 

 

 

 

 

 

 

 

0.1

 

Total operating income (loss)

 

$

7.7

 

 

$

(7.4

)

 

$

6.0

 

 

$

7.9

 

 

$

(4.9

)

 

$

5.3

 

Operating Margin %

 

 

4.2

%

 

 

(5.2

)%

 

 

3.5

%

 

 

4.3

%

 

 

(3.5

)%

 

 

3.1

%

 

 

 

 

 

 

 

 

 

 

 

 

 

EBITDA (2)

 

 

 

 

 

 

 

 

 

 

 

 

Drilling & Downhole

 

$

27.8

 

 

$

10.7

 

 

$

23.7

 

 

$

12.8

 

 

$

9.0

 

 

$

12.1

 

EBITDA Margin %

 

 

36.7

%

 

 

16.9

%

 

 

31.0

%

 

 

16.9

%

 

 

14.2

%

 

 

15.8

%

Completions

 

 

12.1

 

 

 

6.6

 

 

 

9.4

 

 

 

10.3

 

 

 

5.2

 

 

 

8.7

 

EBITDA Margin %

 

 

16.8

%

 

 

13.3

%

 

 

14.2

%

 

 

14.3

%

 

 

10.5

%

 

 

13.2

%

Production

 

 

1.5

 

 

 

(2.5

)

 

 

1.5

 

 

 

1.2

 

 

 

(2.1

)

 

 

0.6

 

EBITDA Margin %

 

 

4.4

%

 

 

(8.8

)%

 

 

5.0

%

 

 

3.5

%

 

 

(7.4

)%

 

 

2.0

%

Corporate

 

 

(6.4

)

 

 

(8.3

)

 

 

(6.3

)

 

 

(6.5

)

 

 

(4.9

)

 

 

(5.9

)

Total EBITDA

 

$

35.0

 

 

$

6.5

 

 

$

28.3

 

 

$

17.8

 

 

$

7.2

 

 

$

15.5

 

EBITDA Margin %

 

 

19.3

%

 

 

4.6

%

 

 

16.4

%

 

 

9.8

%

 

 

5.1

%

 

 

9.0

%

 

(1) Includes gain/(loss) on disposal of assets and other.

(2) The company believes that the presentation of EBITDA is useful to the company's investors because EBITDA is an appropriate measure of evaluating the company's operating performance and liquidity that reflects the resources available for strategic opportunities including, among others, investing in the business, strengthening the balance sheet, repurchasing the company's securities and making strategic acquisitions. In addition, EBITDA is a widely used benchmark in the investment community. See the attached separate schedule for the reconciliation of GAAP to non-GAAP financial information.

(3) Refer to Table 1 for schedule of adjusting items.

Forum Energy Technologies, Inc.

Supplemental schedule - Segment information

(Unaudited)

 

 

 

 

 

 

 

As Reported

 

As Adjusted (3)

 

 

Nine months ended

 

Nine months ended

(in millions of dollars)

 

September 30,
2022

 

September 30,
2021

 

September 30,
2022

 

September 30,
2021

Revenue

 

 

 

 

 

 

 

 

Drilling & Downhole

 

$

223.5

 

 

$

173.4

 

 

$

223.5

 

 

$

173.4

 

Completions

 

 

190.9

 

 

 

134.1

 

 

 

190.9

 

 

 

134.1

 

Production

 

 

95.6

 

 

 

85.8

 

 

 

95.6

 

 

 

85.8

 

Eliminations

 

 

(0.7

)

 

 

(0.4

)

 

 

(0.7

)

 

 

(0.4

)

Total revenue

 

$

509.3

 

 

$

392.9

 

 

$

509.3

 

 

$

392.9

 

 

 

 

 

 

 

 

 

 

Operating income (loss)

 

 

 

 

 

 

 

 

Drilling & Downhole

 

$

24.0

 

 

$

2.2

 

 

$

24.3

 

 

$

7.2

 

Operating Margin %

 

 

10.7

%

 

 

1.3

%

 

 

10.9

%

 

 

4.2

%

Completions

 

 

8.8

 

 

 

(0.1

)

 

 

7.2

 

 

 

(1.4

)

Operating Margin %

 

 

4.6

%

 

 

(0.1

)%

 

 

3.8

%

 

 

(1.0

)%

Production

 

 

(1.2

)

 

 

(11.3

)

 

 

(1.1

)

 

 

(9.2

)

Operating Margin %

 

 

(1.3

)%

 

 

(13.2

)%

 

 

(1.2

)%

 

 

(10.7

)%

Corporate

 

 

(24.6

)

 

 

(23.5

)

 

 

(19.4

)

 

 

(18.7

)

Total segment operating income (loss)

 

 

7.0

 

 

 

(32.7

)

 

 

11.0

 

 

 

(22.1

)

Other items not in segment operating income (loss) (1)

 

 

1.0

 

 

 

1.3

 

 

 

0.2

 

 

 

0.1

 

Total operating income (loss)

 

$

8.0

 

 

$

(31.4

)

 

$

11.2

 

 

$

(22.0

)

Operating Margin %

 

 

1.6

%

 

 

(8.0

)%

 

 

2.2

%

 

 

(5.6

)%

 

 

 

 

 

 

 

 

 

EBITDA (2)

 

 

 

 

 

 

 

 

Drilling & Downhole

 

$

67.0

 

 

$

14.3

 

 

$

34.0

 

 

$

19.1

 

EBITDA Margin %

 

 

30.0

%

 

 

8.2

%

 

 

15.2

%

 

 

11.0

%

Completions

 

 

26.1

 

 

 

18.5

 

 

 

23.9

 

 

 

16.1

 

EBITDA Margin %

 

 

13.7

%

 

 

13.8

%

 

 

12.5

%

 

 

12.0

%

Production

 

 

2.0

 

 

 

(7.3

)

 

 

1.3

 

 

 

(5.3

)

EBITDA Margin %

 

 

2.1

%

 

 

(8.5

)%

 

 

1.4

%

 

 

(6.2

)%

Corporate

 

 

(21.8

)

 

 

(28.7

)

 

 

(17.0

)

 

 

(14.1

)

Total EBITDA

 

$

73.3

 

 

$

(3.2

)

 

$

42.2

 

 

$

15.8

 

EBITDA Margin %

 

 

14.4

%

 

 

(0.8

)%

 

 

8.3

%

 

 

4.0

%

 

 

 

 

 

 

 

 

 

(1) Includes gain/(loss) on disposal of assets, and other.

(2) The company believes that the presentation of EBITDA is useful to the company's investors because EBITDA is an appropriate measure of evaluating the company's operating performance and liquidity that reflects the resources available for strategic opportunities including, among others, investing in the business, strengthening the balance sheet, repurchasing the company's securities and making strategic acquisitions. In addition, EBITDA is a widely used benchmark in the investment community. See the attached separate schedule for the reconciliation of GAAP to non-GAAP financial information.

(3) Refer to Table 2 for schedule of adjusting items.

Forum Energy Technologies, Inc.

Supplemental schedule - Orders information

(Unaudited)

 

 

 

 

 

 

 

 

Three months ended

(in millions of dollars)

 

September 30,
2022

 

September 30,
2021

 

June 30,
2022

Orders

 

 

 

 

 

 

Drilling & Downhole

 

$

73.3

 

 

$

83.4

 

 

$

74.4

 

Completions

 

 

78.7

 

 

 

59.6

 

 

 

64.7

 

Production

 

 

45.7

 

 

 

32.8

 

 

 

63.8

 

Total orders

 

$

197.7

 

 

$

175.8

 

 

$

202.9

 

 

 

 

 

 

 

 

Revenue

 

 

 

 

 

 

Drilling & Downhole

 

$

75.7

 

 

$

63.2

 

 

$

76.5

 

Completions

 

 

72.2

 

 

 

49.7

 

 

 

66.1

 

Production

 

 

34.2

 

 

 

28.5

 

 

 

29.9

 

Eliminations

 

 

(0.3

)

 

 

(0.4

)

 

 

(0.3

)

Total revenue

 

$

181.8

 

 

$

141.0

 

 

$

172.2

 

 

 

 

 

 

 

 

Book to bill ratio (1)

 

 

 

 

 

 

Drilling & Downhole

 

 

0.97

 

 

 

1.32

 

 

 

0.97

 

Completions

 

 

1.09

 

 

 

1.20

 

 

 

0.98

 

Production

 

 

1.34

 

 

 

1.15

 

 

 

2.13

 

Total book to bill ratio

 

 

1.09

 

 

 

1.25

 

 

 

1.18

 

 

 

 

 

 

 

 

(1) The book-to-bill ratio is calculated by dividing the dollar value of orders received in a given period by the revenue earned in that same period. The company believes that this ratio is useful to investors because it provides an indication of whether the demand for our products, in the markets in which the company operates, is strengthening or declining. A ratio of greater than one is indicative of improving market demand, while a ratio of less than one would suggest weakening demand. In addition, the company believes the book-to-bill ratio provides more meaningful insight into future revenues for our business than other measures, such as order backlog, because the majority of the company's products are activity based consumable items or shorter cycle capital equipment, neither of which are typically ordered by customers far in advance.

Forum Energy Technologies, Inc.

Reconciliation of GAAP to non-GAAP financial information

(Unaudited)

Table 1 - Adjusting items

 

 

 

Three months ended

 

September 30, 2022

 

September 30, 2021

 

June 30, 2022

(in millions, except per share information)

Operating
income

 

EBITDA (1)

 

Net
income
(loss)

 

Operating
loss

 

EBITDA (1)

 

Net
loss

 

Operating
loss

 

EBITDA (1)

 

Net
loss

As reported

$

7.7

 

 

$

35.0

 

 

$

16.5

 

 

$

(7.4

)

 

$

6.5

 

 

$

(11.6

)

 

$

6.0

 

 

$

28.3

 

 

$

9.3

 

% of revenue

 

4.2

%

 

 

19.3

%

 

 

 

 

(5.2

)%

 

 

4.6

%

 

 

 

 

3.5

%

 

 

16.4

%

 

 

Restructuring, transaction and other costs

 

1.0

 

 

 

1.0

 

 

 

1.0

 

 

 

2.5

 

 

 

2.5

 

 

 

2.5

 

 

 

1.4

 

 

 

1.4

 

 

 

1.4

 

Inventory and other working capital adjustments

 

(0.8

)

 

 

(0.8

)

 

 

(0.8

)

 

 

 

 

 

 

 

 

 

 

 

(2.1

)

 

 

(2.1

)

 

 

(2.1

)

Loss on extinguishment of debt

 

 

 

 

 

 

 

 

 

 

 

 

 

0.2

 

 

 

0.2

 

 

 

 

 

 

 

 

 

 

Gain on foreign exchange, net (2)

 

 

 

 

(18.2

)

 

 

(18.2

)

 

 

 

 

 

(3.9

)

 

 

(3.9

)

 

 

 

 

 

(12.8

)

 

 

(12.8

)

Stock-based compensation expense

 

 

 

 

0.8

 

 

 

 

 

 

 

 

 

1.9

 

 

 

 

 

 

 

 

 

0.7

 

 

 

 

As adjusted (1)

$

7.9

 

 

$

17.8

 

 

$

(1.5

)

 

$

(4.9

)

 

$

7.2

 

 

$

(12.8

)

 

$

5.3

 

 

$

15.5

 

 

$

(4.2

)

% of revenue

 

4.3

%

 

 

9.8

%

 

 

 

 

(3.5

)%

 

 

5.1

%

 

 

 

 

3.1

%

 

 

9.0

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Diluted shares outstanding as reported

 

 

 

 

 

10.6

 

 

 

 

 

 

 

5.7

 

 

 

 

 

 

 

10.5

 

Diluted shares outstanding as adjusted

 

 

 

 

 

6.0

 

 

 

 

 

 

 

5.7

 

 

 

 

 

 

 

5.7

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Diluted EPS - as reported

 

 

 

 

$

1.82

 

 

 

 

 

 

$

(2.05

)

 

 

 

 

 

$

1.15

 

Diluted EPS - as adjusted

 

 

 

 

$

(0.25

)

 

 

 

 

 

$

(2.25

)

 

 

 

 

 

$

(0.73

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(1) The company believes that the presentation of EBITDA, adjusted EBITDA, adjusted operating loss, adjusted net loss and adjusted diluted EPS are useful to the company's investors because (i) each of these financial metrics are useful to investors to assess and understand operating performance, especially when comparing those results with previous and subsequent periods or forecasting performance for future periods, primarily because management views the excluded items to be outside of the company's normal operating results and (ii) EBITDA is an appropriate measure of evaluating the company's operating performance and liquidity that reflects the resources available for strategic opportunities including, among others, investing in the business, strengthening the balance sheet, repurchasing the company's securities and making strategic acquisitions. In addition, these benchmarks are widely used in the investment community. See the attached separate schedule for the reconciliation of GAAP to non-GAAP financial information. 

(2) Foreign exchange, net primarily relates to cash and receivables denominated in U.S. dollars by some of our non-U.S. subsidiaries that report in a local currency, and therefore the loss has no economic impact in dollar terms.

Forum Energy Technologies, Inc.

Reconciliation of GAAP to non-GAAP financial information

(Unaudited)

Table 2 - Adjusting items

 

 

 

Nine months ended

 

September 30, 2022

 

September 30, 2021

(in millions, except per share information)

Operating
income

 

EBITDA (1)

 

Net income
(loss)

 

Operating
loss

 

EBITDA (1)

 

Net loss

As reported

$

8.0

 

 

$

73.3

 

 

$

16.5

 

 

$

(31.4

)

 

$

(3.2

)

 

$

(63.1

)

% of revenue

 

1.6

%

 

 

14.4

%

 

 

 

 

(8.0

)%

 

 

(0.8

)%

 

 

Restructuring, transaction and other costs

 

6.1

 

 

 

6.1

 

 

 

6.1

 

 

 

7.7

 

 

 

7.7

 

 

 

7.7

 

Inventory and other working capital adjustments

 

(2.9

)

 

 

(2.9

)

 

 

(2.9

)

 

 

1.7

 

 

 

1.7

 

 

 

1.7

 

Stock-based compensation expense

 

 

 

 

2.5

 

 

 

 

 

 

 

 

 

5.7

 

 

 

 

Loss on extinguishment of debt

 

 

 

 

 

 

 

 

 

 

 

 

 

5.3

 

 

 

5.3

 

Loss (gain) on foreign exchange, net (2)

 

 

 

 

(36.8

)

 

 

(36.8

)

 

 

 

 

 

(1.4

)

 

 

(1.4

)

As adjusted (1)

$

11.2

 

 

$

42.2

 

 

$

(17.1

)

 

$

(22.0

)

 

$

15.8

 

 

$

(49.8

)

% of revenue

 

2.2

%

 

 

8.3

%

 

 

 

 

(5.6

)%

 

 

4.0

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Diluted shares outstanding as reported

 

 

 

 

 

10.5

 

 

 

 

 

 

 

5.6

 

Diluted shares outstanding as adjusted

 

 

 

 

 

6.0

 

 

 

 

 

 

 

5.6

 

 

 

 

 

 

 

 

 

 

 

 

 

Diluted EPS - as reported

 

 

 

 

$

2.37

 

 

 

 

 

 

$

(11.19

)

Diluted EPS - as adjusted

 

 

 

 

$

(2.85

)

 

 

 

 

 

$

(8.89

)

 

 

 

 

 

 

 

 

 

 

 

 

(1) The company believes that the presentation of EBITDA, adjusted EBITDA, adjusted operating loss, adjusted net loss and adjusted diluted EPS are useful to the company's investors because (i) each of these financial metrics are useful to investors to assess and understand operating performance, especially when comparing those results with previous and subsequent periods or forecasting performance for future periods, primarily because management views the excluded items to be outside of the company's normal operating results and (ii) EBITDA is an appropriate measure of evaluating the company's operating performance and liquidity that reflects the resources available for strategic opportunities including, among others, investing in the business, strengthening the balance sheet, repurchasing the company's securities and making strategic acquisitions. In addition, these benchmarks are widely used in the investment community. See the attached separate schedule for the reconciliation of GAAP to non-GAAP financial information.

(2) Foreign exchange, net primarily relates to cash and receivables denominated in U.S. dollars by some of our non-U.S. subsidiaries that report in a local currency, and therefore the loss has no economic impact in dollar terms.


Contacts

Rob Kukla
Director of Investor Relations
281.994.3763
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ROCKVILLE, Md.--(BUSINESS WIRE)--Argan, Inc. (NYSE: AGX) (“Argan” or the “Company”) announces today that on November 3, 2022 its wholly owned subsidiary, Gemma Power Systems (”Gemma”), received full notice to proceed on an engineering, procurement and construction (“EPC”) services contract with Clean Energy Future-Trumbull, LLC (“CEF-Trumbull”), an affiliate of Clean Energy Future, LLC (“CEF”) of Manchester, Massachusetts, the developer of the Trumbull Energy Center, a 950 MW natural gas-fired power plant in Lordstown, Ohio. Gemma has commenced project activities.


“We are excited to build the next state-of-the art facility for CEF-Trumbull (an international consortium of KOSPO, KIND and Siemens Energy), a new customer for us,” said Charles E. Collins, IV, Chief Executive Officer of Gemma. “Our team is looking forward to delivering a great project experience to the CEF-Trumbull team, and continuing to develop lasting ties with the local community.”

This 950 MW natural gas-fired combined cycle power station will consist of two Siemens Energy SGT6-8000H gas fired, high efficiency, combustion turbines with two heat recovery steam generators and a single steam turbine. “We anticipate successfully working again with Siemens Energy, a leader in combustion turbine technology, on this important project to deliver long-term, reliable power supply in the Ohio area,” said Collins.

“We are pleased to have Gemma Power Systems as the EPC contractor for the Trumbull Energy Center project,” said William Siderewicz, P.E., President of CEF. “Gemma’s proven record of excellence within the power industry gives CEF great confidence that this project will be completed according to its schedule and will operate as designed.”

About Gemma Power Systems
Gemma, a wholly owned subsidiary of Argan, is a leading EPC services company providing innovative solutions for the power industry, including the renewable energy sector. Our wide-ranging and comprehensive experience comprises 15 GW of installed capacity including combined cycle and simple cycle natural gas power generating plants, biomass-fired power plants, solar facilities, wind farms, biofuel plants and other environmental facilities. Additional information about Gemma Power Systems can be found at www.gemmapower.com.

About Argan, Inc.
Argan’s primary business is providing a full range of services to the power generation industry that focus on the engineering, procurement and construction of natural gas-fired power plants and renewable energy facilities, along with related commissioning, operations management, maintenance, project development and consulting services, through its Gemma Power Systems and Atlantic Projects Company operations. Argan also owns The Roberts Company, which is a fully integrated fabrication, construction and industrial plant services company, and SMC Infrastructure Solutions, which provides telecommunications infrastructure services.

Certain matters discussed in this press release may constitute forward-looking statements within the meaning of the federal securities laws. Reference is hereby made to the cautionary statements made by the Company with respect to risk factors set forth in its most recent reports on Form 10-K, Forms 10-Q and other SEC filings. The Company’s future financial performance is subject to risks and uncertainties including, but not limited to, the successful addition of new contracts to project backlog, the receipt of corresponding notices to proceed with contract activities, and the Company’s ability to successfully complete the projects that it obtains. The Company has several signed EPC contracts that have not started and may not start as forecasted due to market and other circumstances beyond its control. Actual results and the timing of certain events could differ materially from those projected in or contemplated by the forward-looking statements due to the risk factors highlighted above and described regularly in the Company’s SEC filings.


Contacts

Company Contact:
David Watson
301.315.0027

 

JACKSONVILLE, Fla.--(BUSINESS WIRE)--Redwire Corporation (NYSE: RDW), a new leader in mission critical space solutions and high reliability components for the next generation space economy, today announced results for its third quarter ended September 30, 2022.


Redwire will live stream a presentation with slides. Please use the link below to follow along with the live stream: https://event.choruscall.com/mediaframe/webcast.html?webcastid=WsetITqF

Q3 2022 Highlights

  • Revenue increased $4.6 million, or 14.0%, to $37.2 million for the three months ended September 30, 2022, from $32.7 million for the three months ended September 30, 2021.
  • Redwire also delivered better financial performance for the three months ended September 30, 2022, as compared to the three months ended June 30, 2022. Revenues grew by 1.4%, gross margin as a percentage of revenues improved by 2.3%, net loss decreased by 86.5% and Adjusted EBITDA1 improved by 63.7% period over period.
  • Redwire enabled successful execution of NASA’s Double Asteroid Redirection Test (“DART”) mission with critical navigation components and Roll-Out Solar Array (“ROSA”) technology.
  • Redwire was recently selected for multiple "land and expand" opportunities that are expected to increase growth momentum for power systems and structures, LEO commercialization, avionics and digital engineering. These new opportunities resulted in a sequential increase in our Total Backlog2 to $304.0 million as of September 30, 2022, as compared to $251.7 million as of June 30, 2022.
  • During the fourth quarter of 2022, we completed a capital raise for approximately $80.0 million through the sale of Series A Convertible Preferred Stock, which was led by investments from Bain Capital and AE Industrial Partners (“AEI”). Proceeds from the sale of the Series A Convertible Preferred Stock were used to fund the €32.0 million acquisition of QinetiQ Space NV (“Space NV”), which closed on October 31, 2022, and the Company intends to use the remaining proceeds to support Redwire’s growth initiatives.
  • Redwire expects to achieve improved results during the fourth quarter of 2022 compared to the third quarter, driven by increased revenue and changes in contract mix with higher gross margin. However, a slower contract ramp up has pushed revenue execution into subsequent quarters. Therefore, for the fiscal year ended December 31, 2022, Redwire is updating its previously provided guidance and now expects revenues to be in a range of approximately $140.0 million to $155.0 million and Pro Forma Adjusted EBITDA1 to be approximately $(13.0) million to $(6.0) million. This guidance does not include contributions anticipated from Space NV.

_________________________
1 Pro Forma Adjusted EBITDA is not a measure of results under generally accepted accounting principles in the United States. We are unable to provide guidance for net income (loss) or reconciliations to forward-looking net income (loss) because we are unable to provide a meaningful or accurate calculation or estimation of certain reconciling items without unreasonable effort. This is due to the inherent difficulty in forecasting and quantifying certain amounts that are necessary for such reconciliation. Thus, we are unable to present a quantitative reconciliation of the aforementioned forward-looking non-GAAP financial measures to the most closely comparable forward-looking U.S. GAAP financial measure because such information is not available. See “Non-GAAP Financial Information” and the reconciliation tables included in this press release for details regarding the calculation of Adjusted EBITDA.
2 Total Backlog is a key business measure. Redwire’s Total Backlog does not include contracted backlog for Space NV. See “Key Performance Indicators” and the tables included in this press release for additional information.

“We increased the scope and scale of our space platform with ground-breaking flight successes, third quarter revenue growth, improved gross margins, and better operating leverage.” stated Peter Cannito, Chairman and Chief Executive Officer of Redwire. “Combined with the recent investments by Bain Capital and AEI, the successful acquisition of Space NV and continued streamlining of our business, we believe Redwire is well-positioned for profitable growth in the long term.”

Additional Q3 2022 Financial Highlights:

  • Net loss and Pro Forma Adjusted EBITDA3 were $(10.4) million and $(1.5) million, respectively, for the three months ended September 30, 2022, compared to net loss and Pro Forma Adjusted EBITDA3 of $(24.3) million and $(0.3) million, respectively, for the three months ended September 30, 2021.
  • Redwire’s Book-to-Bill4 ratio was 0.91 and 1.18 for the three and nine months ended September 30, 2022, respectively, as compared to 0.57 and 0.99 for the three and nine months ended September 30, 2021, respectively. This Book-to-Bill4 ratio does not include anticipated contributions from Space NV.
  • Net cash used in operating activities was $(11.2) million and $(4.1) million for the three months ended September 30, 2022 and June 30, 2022, respectively. Free Cash Flow3 (defined as net cash provided by (used in) operating activities less capital expenditures) of $(12.6) million compared to $(5.2) million for the three months ended September 30, 2022 and June 30, 2022, respectively.
  • Total available liquidity was $17.0 million as of September 30, 2022. As a result of the financing and acquisition activities described below, together with other changes in Redwire's cash and cash equivalents, the Company’s total available liquidity is estimated to increase by approximately $40.0-$42.0 million as of November 7, 2022, net of transaction expenses, including acquisition-related costs and post-closing adjustments related to acquired cash, assumed debt and working capital adjustments.

“Our sequential quarterly financial performance improved with better revenue, gross margins, and Adjusted EBITDA3, even though we saw delays due to a slower contract ramp up,” said Jonathan Baliff, Chief Financial Officer of Redwire. “These delays impacted expected 2022 financial performance; however, through higher gross margin contract ramp up anticipated in the fourth quarter, the addition of Space NV on October 31st, and improvement in operating leverage, we anticipate sequential quarterly financial improvement in the fourth quarter. The investment of approximately $80.0 million from Bain Capital and AEI is a strong vote of confidence in Redwire’s future financial performance and establishes a balance sheet well positioned for the future.”

Acquisition Activity

On October 31, 2022, Redwire closed its previously announced €32 million acquisition of Space NV, a Belgium-based commercial space business with product offerings including advanced payloads, small satellite technology as well as berthing and docking equipment and space instruments. Adding Space NV to Redwire’s array of product offerings enhances the Company’s scale and innovation capabilities and increases product offerings to European space customers, including the European Space Agency (“ESA”) and the Belgian Science Policy Office (“BELSPO”). The Company anticipates that the acquisition will be accretive to Redwire’s Adjusted EBITDA3 and Free Cash Flow3,. after giving effect to the financing activities discussed below.

Capitalization and Liquidity

On November 1, 2022, the Company announced that Bain Capital and AEI together invested $80.0 million in the form of equity-linked securities to be used to finance the Space NV acquisition and support Redwire’s growth initiatives. Following the investment, Bain Capital and AEI holds, newly issued Series A Convertible Preferred Stock of Redwire, with Bain Capital and AEI holding $50.0 million and $30.0 million, respectively. This investment has significantly improved Redwire’s total available liquidity as of the date of this press release. For additional information, please refer to the Current Report on Form 8-K filed on November 1, 2022.

_________________________
3 Pro Forma Adjusted EBITDA, Adjusted EBITDA and Free Cash Flow are not measures of results under generally accepted accounting principles in the United States. See “Non-GAAP Financial Information” and the reconciliation tables included in this press release for details regarding the calculation of Pro forma Adjusted EBITDA, Adjusted EBITDA and Free Cash Flow. We are unable to provide guidance for net income (loss) or reconciliations to forward-looking net income (loss) because we are unable to provide a meaningful or accurate calculation or estimation of certain reconciling items without unreasonable effort. This is due to the inherent difficulty in forecasting and quantifying certain amounts that are necessary for such reconciliation. Thus, we are unable to present a quantitative reconciliation of the aforementioned forward-looking non-GAAP financial measures to the most closely comparable forward-looking U.S. GAAP financial measure because such information is not available.
4 Book-to-bill is a key performance indicator. See “Key Performance Indicators” and the tables included in this press release for additional information.

Financial Results Investor Call

Management will conduct a conference call starting at 9:00 a.m. ET on Wednesday, November 9, 2022 to review financial results for the third quarter ended September 30, 2022. This release and the most recent investor slide presentation are available in the investor relations area of our website at redwirespace.com.

Redwire will live stream a presentation with slides during the call. Please use the following link to follow along with the live stream: https://event.choruscall.com/mediaframe/webcast.html?webcastid=WsetITqF. The dial-in number for the live call is 877-485-3108 (toll free) or 201-689-8264 (toll), and the conference ID is 13734297.

A telephone replay of the call will be available for two weeks following the event by dialing 877-660-6853 (toll-free) or 201-612-7415 (toll) and entering the access code 13734297. The accompanying investor presentation will be available on November 9, 2022 on the investor section of Redwire’s website at ir.redwirespace.com.

Any replay, rebroadcast, transcript or other reproduction of this conference call, other than the replay accessible by calling the number and website above, has not been authorized by Redwire Corporation and is strictly prohibited. Investors should be aware that any unauthorized reproduction of this conference call may not be an accurate reflection of its contents.

About Redwire Corporation

Redwire Corporation (NYSE: RDW) is a leader in space infrastructure for the next generation space economy, with valuable intellectual property for solar power generation and in-space 3D printing and manufacturing. With decades of flight heritage combined with the agile and innovative culture of a commercial space platform, Redwire is uniquely positioned to assist its customers in solving the complex challenges of future space missions. For more information, please visit www.redwirespace.com.

Cautionary Statement Regarding Forward-Looking Statements

Readers are cautioned that the statements contained in this press release regarding expectations of our performance or other matters that may affect our business, results of operations, or financial condition are “forward looking statements” as defined by the “safe harbor” provisions in the Private Securities Litigation Reform Act of 1995. Such statements are made in reliance on the safe harbor provisions of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. All statements, other than statements of historical fact, included or incorporated in this press release, including statements regarding our strategy, financial position, guidance, funding for continued operations, cash reserves, liquidity, projected costs, plans, projects, awards and contracts, and objectives of management, are forward looking statements. Words such as “expect,” “anticipate,” “should,” “believe,” “hope,” “target,” “continued,” “project,” “plan,” “goals,” “opportunity,” “appeal,” “estimate,” “potential,” “predict,” “may,” “will,” “might,” “could,” “intend,” “shall,” “possible,” “would,” “approximately,” “likely,” “schedule,” and variations of these terms or the negative of these terms and similar expressions are intended to identify these forward-looking statements, but the absence of these words does not mean that a statement is not forward looking. These forward-looking statements are not guarantees of future performance, conditions or results. Forward looking statements are subject to a number of risks and uncertainties, many of which involve factors or circumstances that are beyond our control.

These factors and circumstances include, but are not limited to: (1) the company’s limited operating history; (2) the development and continued refinement of many of the Company’s proprietary technologies, products and service offerings; (3) the possibility that the company’s assumptions relating to future results may prove incorrect; (4) the inability to successfully integrate recently completed and future acquisitions, including the recent acquisition of QinetiQ Space NV; (5) the fact that the issuance and sale of shares of our Series A Convertible Preferred Stock has reduced the relative voting power of holders of our common stock and diluted the ownership of holders of our capital stock; (6) AEI and Bain Capital have significant influence over us, which could limit your ability to influence the outcome of key transactions; (7) provisions in our Certificate of Designation with respect to our Series A Convertible Preferred Stock may delay or prevent our acquisition by a third party, which could also reduce the market price of our capital stock; (8) our Series A Convertible Preferred Stock has rights, preferences and privileges that are not held by, and are preferential to, the rights of holders of our other outstanding capital stock; (9) there may be sales of a substantial amount of our common stock by our current stockholders, and these sales could cause the price of our common stock to fall; (10) the impact of the issuance of the Series A Convertible Preferred Stock on the price and market for our common stock; (11) the possibility that the company may be adversely affected by other macroeconomic, business, and/or competitive factors; (12) the impacts of COVID-19 on the company’s business; (13) unsatisfactory performance of our products; (14) the emerging nature of the market for in-space infrastructure services; (15) inability to realize benefits from new offerings or the application of our technologies; (16) the inability to convert orders in backlog into revenue; (17) data breaches or incidents involving the company’s technology; (18) the company’s dependence on senior management and other highly skilled personnel; (19) incurrence of significant expenses and capital expenditures to execute our business plan; (20) the ability to recognize the anticipated benefits of the business combination with Genesis Park Acquisition Corp., 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; (21) costs related to the business combination with Genesis Park Acquisition Corp.; (22) early termination, audits, investigations, sanctions and penalties with respect to government contracts; (23) inability to report our financial condition or results of operations accurately or timely as a result of identified material weaknesses; (24) inability to meet or maintain stock exchange listing standards; (25) the need for substantial additional funding to finance our operations, which may not be available when we need it, on acceptable terms or at all; (26) significant fluctuation of our operating results; (27) adverse publicity stemming from any incident involving the Company or its competitors; (28) changes in applicable laws or regulations; and (29) other risks and uncertainties described in our most recent Annual Report on Form 10-K and Quarterly Reports on Form 10-Q and those indicated from time to time in other documents filed or to be filed with the SEC by the Company.

The forward-looking statements contained in this press release are based on our current expectations and beliefs concerning future developments and their potential effects on us. If underlying assumptions to forward looking statements prove inaccurate, or if known or unknown risks or uncertainties materialize, actual results could vary materially from those anticipated, estimated, or projected. The forward-looking statements contained in this press release are made as of the date of this press release, and the Company disclaims any intention or obligation, other than imposed by law, to update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise. Persons reading this press release are cautioned not to place undue reliance on forward looking statements.

Non-GAAP Financial Information

This press release contains financial measures that have not been prepared in accordance with United States Generally Accepted Accounting Principles (“U.S. GAAP”). These financial measures include Adjusted EBITDA, Pro Forma Adjusted EBITDA and Free Cash Flow.

We use Adjusted EBITDA and Pro Forma Adjusted EBITDA to evaluate our operating performance, generate future operating plans, and make strategic decisions, including those relating to operating expenses and the allocation of internal resources. We use Free Cash Flow as a useful indicator of liquidity to evaluate our period-over-period operating cash generation that will be used to service our debt, and can be used to invest in future growth through new business development activities and/or acquisitions, among other uses. Free Cash Flow does not represent the total increase or decrease in our cash balance, and it should not be inferred that the entire amount of Free Cash Flow is available for discretionary expenditures, since we have mandatory debt service requirements and other non-discretionary expenditures that are not deducted from this measure. During the third quarter of 2022, the Company revised the definition and calculation of Free Cash Flow that was presented in the second quarter of 2022 in accordance with the SEC’s Non-GAAP Financial Measures Compliance and Disclosure Interpretation. Going forward, the Company will use the definition and calculation of Free Cash Flow presented herein.

These Non-GAAP financial measures are used to supplement the financial information presented on a U.S. GAAP basis and should not be considered in isolation or as a substitute for the relevant U.S. GAAP measures and should be read in conjunction with information presented on a U.S. GAAP basis. Because not all companies use identical calculations, our presentation of Non-GAAP measures may not be comparable to other similarly titled measures of other companies.

Adjusted EBITDA is defined as net income (loss) adjusted for interest expense (income), net, income tax (benefit) expense, depreciation and amortization, impairment expense, acquisition deal costs, acquisition integration costs, acquisition earnout costs, purchase accounting fair value adjustment related to deferred revenue, severance costs, capital market and advisory fees, litigation-related expenses, write-off of long-lived assets, equity-based compensation, committed equity facility transaction costs, debt financing costs, and warrant liability fair value adjustments. Pro Forma Adjusted EBITDA is defined as Adjusted EBITDA further adjusted for the incremental Adjusted EBITDA that acquired businesses would have contributed for the periods presented if such acquisitions had occurred on January 1 of the year in which they occurred. Accordingly, historical financial information for the businesses acquired includes pro forma adjustments calculated in a manner consistent with the concepts of Article 8 of Regulation S-X, which are ultimately added back in the calculation of Adjusted EBITDA. As an emerging growth company that has completed a significant number of acquisitions in 2020 and 2021, we believe Pro Forma Adjusted EBITDA provides meaningful insights into the impact of strategic acquisitions as well as an indicative run rate of the Company’s future operating performance. Free Cash Flow is computed as net cash provided by (used in) operating activities less capital expenditures.

REDWIRE CORPORATION

CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited)

(In thousands of U.S. dollars, except share data)

 

September 30, 2022

 

December 31, 2021

Assets

 

 

 

Current assets:

 

 

 

Cash and cash equivalents

$

7,031

 

 

$

20,523

 

Accounts receivable, net

 

16,521

 

 

 

16,262

 

Contract assets

 

16,319

 

 

 

11,748

 

Inventory

 

2,029

 

 

 

688

 

Income tax receivable

 

688

 

 

 

688

 

Prepaid insurance

 

3,046

 

 

 

2,819

 

Prepaid expenses and other current assets

 

3,725

 

 

 

2,488

 

Total current assets

 

49,359

 

 

 

55,216

 

Property, plant and equipment, net

 

6,697

 

 

 

19,384

 

Right-of-use assets

 

14,783

 

 

 

 

Intangible assets, net

 

56,207

 

 

 

90,842

 

Goodwill

 

56,710

 

 

 

96,314

 

Other non-current assets

 

616

 

 

 

 

Total assets

$

184,372

 

 

$

261,756

 

Liabilities and Equity

 

 

 

Current liabilities:

 

 

 

Accounts payable

$

17,595

 

 

$

13,131

 

Notes payable to sellers

 

1,000

 

 

 

1,000

 

Short-term debt, including current portion of long-term debt

 

3,476

 

 

 

2,684

 

Short-term lease liabilities

 

3,484

 

 

 

 

Accrued expenses

 

18,909

 

 

 

17,118

 

Deferred revenue

 

17,373

 

 

 

15,734

 

Other current liabilities

 

1,786

 

 

 

1,571

 

Total current liabilities

 

63,623

 

 

 

51,238

 

Long-term debt

 

89,512

 

 

 

74,867

 

Long-term lease liabilities

 

11,379

 

 

 

 

Warrant liabilities

 

3,093

 

 

 

19,098

 

Deferred tax liabilities

 

1,637

 

 

 

8,601

 

Other non-current liabilities

 

325

 

 

 

730

 

Total liabilities

 

169,569

 

 

 

154,534

 

Shareholders’ Equity:

 

 

 

Preferred stock, $0.0001 par value, 100,000,000 shares authorized; none issued and outstanding as of September 30, 2022 and December 31, 2021

 

 

 

 

 

Common stock, $0.0001 par value, 500,000,000 shares authorized; 63,852,690 and 62,690,869 issued and outstanding as of September 30, 2022 and December 31, 2021, respectively

 

6

 

 

 

6

 

Additional paid-in capital

 

196,012

 

 

 

183,024

 

Accumulated deficit

 

(180,655

)

 

 

(75,911

)

Accumulated other comprehensive income (loss)

 

(560

)

 

 

103

 

Shareholders’ equity

 

14,803

 

 

 

107,222

 

Total liabilities and shareholders’ equity

$

184,372

 

 

$

261,756

 

REDWIRE CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)

(Unaudited)

(In thousands of U.S. dollars, except share and per share data)

 
 

Three Months Ended

 

Nine Months Ended

 

September 30, 2022

 

September 30, 2021

 

September 30, 2022

 

September 30, 2021

Revenues

$

37,249

 

 

$

32,680

 

 

$

106,844

 

 

$

96,526

 

Cost of sales

 

29,300

 

 

 

26,786

 

 

 

86,742

 

 

 

74,418

 

Gross margin

 

7,949

 

 

 

5,894

 

 

 

20,102

 

 

 

22,108

 

Operating expenses:

 

 

 

 

 

 

 

Selling, general and administrative expenses

 

15,312

 

 

 

34,333

 

 

 

53,825

 

 

 

57,855

 

Contingent earnout expense

 

 

 

 

113

 

 

 

 

 

 

11,227

 

Transaction expenses

 

1,819

 

 

 

1,128

 

 

 

1,913

 

 

 

3,547

 

Impairment expense

 

 

 

 

 

 

 

80,462

 

 

 

 

Research and development

 

1,133

 

 

 

1,371

 

 

 

4,565

 

 

 

3,326

 

Operating income (loss)

 

(10,315

)

 

 

(31,051

)

 

 

(120,663

)

 

 

(53,847

)

Interest expense, net

 

2,401

 

 

 

1,740

 

 

 

5,523

 

 

 

4,931

 

Other (income) expense, net

 

(158

)

 

 

(2,957

)

 

 

(14,493

)

 

 

(2,980

)

Income (loss) before income taxes

 

(12,558

)

 

 

(29,834

)

 

 

(111,693

)

 

 

(55,798

)

Income tax expense (benefit)

 

(2,135

)

 

 

(5,582

)

 

 

(6,949

)

 

 

(7,971

)

Net income (loss)

$

(10,423

)

 

$

(24,252

)

 

$

(104,744

)

 

$

(47,827

)

 

 

 

 

 

 

 

 

Net income (loss) per share, basic and diluted

$

(0.16

)

 

$

(0.55

)

 

$

(1.66

)

 

$

(1.21

)

Weighted-average shares outstanding:

 

 

 

 

 

 

 

Basic and diluted

 

63,460,527

 

 

 

44,036,040

 

 

 

63,050,769

 

 

 

39,503,720

 

 

 

 

 

 

 

 

 

Comprehensive income (loss):

 

 

 

 

 

 

 

Net income (loss)

$

(10,423

)

 

$

(24,252

)

 

$

(104,744

)

 

$

(47,827

)

Foreign currency translation gain (loss), net of tax

 

(177

)

 

 

(119

)

 

 

(663

)

 

 

(298

)

Total other comprehensive income (loss), net of tax

 

(177

)

 

 

(119

)

 

 

(663

)

 

 

(298

)

Total comprehensive income (loss)

$

(10,600

)

 

$

(24,371

)

 

$

(105,407

)

 

$

(48,125

)

 

 

 

 

 

 

 

 


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