Business Wire News

HOUSTON--(BUSINESS WIRE)--Waste Management, Inc. (NYSE: WM) today announced the declaration of a quarterly cash dividend of $0.575 per share payable Dec. 17, 2021 to stockholders of record on Dec. 3, 2021.


ABOUT WASTE MANAGEMENT

Waste Management, based in Houston, Texas, is the leading provider of comprehensive waste management environmental services in North America, providing services throughout the United States and Canada. Through its subsidiaries, the Company provides collection, transfer, disposal services, and recycling and resource recovery. It is also a leading developer, operator and owner of landfill gas-to-energy facilities in the United States. The Company’s customers include residential, commercial, industrial, and municipal customers throughout North America. To learn more information about Waste Management, visit www.wm.com.


Contacts

Waste Management

Website
investors.wm.com

Analysts
Ed Egl
713.265.1656
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Media
Toni Werner
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DUBLIN--(BUSINESS WIRE)--The "High Purity Methane Gas Market Review 2021 and Strategic Plan for 2022 - Insights, Trends, Competition, Growth Opportunities, Market Size, Market Share Data and Analysis Outlook to 2028" report has been added to ResearchAndMarkets.com's offering.


The High Purity Methane Gas Market is expected to register an attractive growth rate during the outlook period driven by technological innovations and application-specific developments.

The market study provides a comprehensive description of current trends and developments in the High Purity Methane Gas Market industry along with a detailed predictive and prescriptive analysis to 2028.

High Purity Methane Gas Market Dynamics - COVID Impact and Post COVID Scenario Analysis

Companies that are adding capacities aggressively to cater to the short-term COVID-induced demand need to be cautious in analyzing these unprecedented demand patterns. Post pandemic transformations in social, economic, trade, and political conditions with expected reforms in environmental regulations will shape the future of the High Purity Methane Gas Market industry from 2021 to 2025. High Purity Methane Gas Market has reported mixed results during the COVID 19 for different applications and geographies. The research identifies segment-wise implications of the pandemic and offers different case scenarios representing the High Purity Methane Gas Market growth prospects to 2028.

High Purity Methane Gas Market Insights - Latest Trends, Drivers, Opportunities, and Challenges

Customizing products to cater to a specific application than improvising the product characteristics on a whole has been the emerging trend in the High Purity Methane Gas Market. Enterprises should incorporate digitally connected processes and focus on operational efficiency, diversifying supply sources, and cost management to create opportunities in the High Purity Methane Gas Market during the forecast period. Uneven recovery in different end markets and geographies is a key challenge in understanding and analyzing the High Purity Methane Gas Market landscape.

High Purity Methane Gas Market Structure - Competition, Strategies and Company Profiles

While catering to the short-term needs of the market, High Purity Methane Gas Market players can address this uncertainty with a clear revision of the product portfolio and a lucid long-term strategy with scenario planning. Investing in innovation, identifying emerging applications, and developing sensible business models to generate sustained growth are the winning strategies in the future High Purity Methane Gas Market. The report presents detailed profiles of top companies serving the High Purity Methane Gas Market value chain along with their strategies for the near, medium, and long term period.

High Purity Methane Gas Market Segmentation - Regional Analysis of different High Purity Methane Gas Market Product Types, Applications, and End-Users

Near saturated demand in Europe coupled with comparatively slower momentum in China, after many years of exceptional growth trajectory are limiting the High Purity Methane Gas Market demand from these regions. However, the fast-paced recovery of developing nations from the COVID impact is expected to bolster the High Purity Methane Gas Market demand.

The research estimates global High Purity Methane Gas Market revenues in 2021, considering the High Purity Methane Gas Market prices, supply, demand, and trade analysis across regions. A detailed market share, penetration, and shift in demand for different types, applications, and geographies in the High Purity Methane Gas Market from 2021 to 2028 is included.

The report covers North America, Europe, Asia Pacific, Middle East, Africa, and LATAM High Purity Methane Gas Market statistics from 2020 to 2028 with further division by leading product types, applications, and use cases of High Purity Methane Gas Market. The status of the High Purity Methane Gas Market in 16 key countries over the world is elaborated to enable an in-depth understanding of the High Purity Methane Gas Market industry.

High Purity Methane Gas Market Research Scope

  • Global High Purity Methane Gas Market size and growth projections (CAGR), 2021-2028
  • COVID impact on High Purity Methane Gas Market industry with future scenarios
  • High Purity Methane Gas Market size, share, and outlook across 5 regions and 16 countries, 2021-2028
  • High Purity Methane Gas Market size, CAGR, and Market Share of key products, applications, and end-user verticals, 2021-2028
  • Short and long term High Purity Methane Gas Market trends, drivers, restraints, and opportunities
  • Porter's Five forces analysis, Technological developments in High Purity Methane Gas Market, High Purity Methane Gas Market supply chain analysis
  • High Purity Methane Gas Market trade analysis, High Purity Methane Gas Market price analysis, High Purity Methane Gas Market supply/demand
  • Profiles of 5 leading companies in the industry-overview, key strategies, financials, and products
  • Latest High Purity Methane Gas Market news and developments

For more information about this report visit https://www.researchandmarkets.com/r/g4oo9w

About ResearchAndMarkets.com

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In-Person and Virtual Volunteer Events Support Nonprofits Helping At-Risk Youth, Seniors

SAN FRANCISCO--(BUSINESS WIRE)--Pacific Gas and Electric Company (PG&E) is kicking off the season of giving by partnering with nonprofit groups to give back to the customers and communities it is privileged to serve in Northern and Central California.

As part of the company’s new Weeks of Giving coworker campaign, PG&E’s five Regional Vice Presidents are hosting several in-person or virtual volunteer events supporting local community-based organizations throughout PG&E’s service area. In-person events will follow COVID-19 safety protocols.

“My coworkers and I are delighted and eager to serve in ways that are meaningful to our communities, especially during the holiday season for those most vulnerable,” said PG&E Executive Vice President and Chief Customer Officer Marlene Santos.

PG&E coworkers are volunteering in the company’s five regions, including at the following events:

  • Nov. 15: Bike Building benefitting the Boys and Girls Club of Eureka
  • Nov. 16: Assembling Art Therapy Kits benefitting Community Bridges in Watsonville and helping youth in the San Lorenzo area
  • Nov. 17: Assembling Senior Care Packages and holiday ornaments. The kits will be donated to seniors struggling with isolation during the COVID-19 pandemic through Choice in Aging in Pleasant Hill.
  • Nov. 19: Painting and Landscaping at the Point San Luis Lighthouse near San Luis Obispo
  • Dec. 6-7: Event prep for Wender Weis Foundation for Children Holiday Heroes at Oracle Park in San Francisco. Volunteers will help transform the stadium into a holiday wonderland. The event connects families and at-risk youth with professional athletes to help kids build self-esteem and self-confidence. Event takes place Dec. 7.

Weeks of Giving

Leading up to Giving Tuesday, Nov. 30, a global day of action designed to kick-start the giving season with small acts of kindness, and continuing through the holidays, PG&E is encouraging and supporting its coworkers to volunteer and contribute to causes and issues that are meaningful to them.

PG&E’s Weeks of Giving is part of its year-round coworker and retiree workplace giving program, Campaign for the Community, which raises money for qualifying 501(c)(3) organizations and eligible schools. Through the 20-year workplace charitable giving campaign, coworkers and retirees have contributed $100 million in support of communities.

In 2020 and continuing this year, the company’s volunteer programs were limited by COVID-19 health and safety restrictions. Despite these challenges, more than 700 PG&E coworkers volunteered in a range of virtual volunteering opportunities, including creating comfort kits and other supplies serving 16 community organizations across Northern and Central California.

About PG&E

Pacific Gas and Electric Company, a subsidiary of PG&E Corporation (NYSE:PCG), is a combined natural gas and electric utility serving more than 16 million people across 70,000 square miles in Northern and Central California. For more information, visit pge.com and pge.com/news.


Contacts

MEDIA RELATIONS:
415-973-5930

NEW YORK & OSLO, Norway & LUXEMBOURG--(BUSINESS WIRE)--FREYR Battery (NYSE: FREY) (“FREYR”), a developer of clean, next-generation battery cell production capacity and Glencore International AG (“Glencore”), one of the world’s largest global diversified natural resource companies, have signed a contract for the supply of up to 1,500 metric tons of high grade, sustainably sourced cobalt metal cut cathodes made from partially recycled cobalt produced at Glencore’s Nikkelverk facility in Norway.


“We are very pleased to progress and expand our relationship with Glencore, a global leader in the supply and recycling of battery raw materials and in the production of cobalt,” said Tom Einar Jensen, the CEO of FREYR. “The agreement aims to supply our production facilities with recycled, sustainably sourced, and traceable cobalt, which will be refined at Glencore’s Norwegian operations as part of a growing local sustainable battery value chain. The next natural step is to jointly seek to 100% decarbonise the supply of cobalt and other battery materials to support our sustainable production of clean, low-cost and low-carbon battery cells.”

Jyothish George, Head of Metals Marketing, Zinc and Copper at Glencore, commented, “Glencore supports FREYR’s goal of producing batteries with the world’s lowest lifecycle carbon footprint and contributing to our ambition of net-zero total emissions by 2050. Both companies share a strong conviction that we need to develop a sustainable battery value chain from the mining of raw materials to recycling of used batteries that ensures fair value creation for all stakeholders while minimising emissions and waste generation.”

The supply contract follows the Letter of Intent between FREYR and Glencore announced on February 9, 2021. Cobalt is a core component in FREYR’s lithium-ion battery cells, which will be produced at the company’s facilities under development in Mo i Rana, Norway. FREYR and Glencore will collaborate closely to minimise their carbon footprint and define actions and milestones to meet the common ambition of 100% carbon neutral material, including the potential use of carbon offsets schemes. The companies will also collaborate to develop a scheme to introduce recycling certificates to document the delivery of recycled material as well as on the collection and processing of battery scrap generated during the production of battery material and cells.

The agreement also covers exploring potential collaboration structures between Glencore and FREYR in Norway and around the world. This expanded collaboration targets the supply of nickel to FREYR and the supply of recycling scrap from NCM cells produced by FREYR in line with the timeline for FREYR’s planned production of battery cells in Mo i Rana, Norway. FREYR and Glencore will also explore potential collaboration for battery material and battery scrap recycling and work together to assure responsible sourcing and recycling through third-party audits.

FREYR is committed to developing responsible and sustainable supply chains for battery materials. The FREYR Supplier Code of Conduct sets the company’s sustainability expectations to its suppliers.

About FREYR Battery

FREYR plans to develop up to 43 GWh of battery cell production capacity by 2025 with an ambition of up to 83 GWh in total capacity by 2028 to position the company as one of Europe’s largest battery cell suppliers. Five of the facilities are planned to be in the Mo i Rana industrial complex in Northern Norway, leveraging Norway’s highly skilled workforce and abundant, low-cost renewable energy sources from hydro and wind in a crisp, clear, and energized environment. FREYR aims to supply safe, high-energy density and cost competitive clean battery cells to the rapidly growing global markets for electric vehicles, energy storage, and marine applications. FREYR is committed to supporting cluster-based R&D initiatives and the development of an international ecosystem of scientific, commercial, and financial stakeholders to support the expansion of the battery value chain in our region. For more information, please visit www.freyrbattery.com

About Glencore International AG

Glencore is one of the world’s largest global diversified natural resource companies and a major producer and marketer of more than 60 responsibly sourced commodities that advance everyday life. The Group's operations comprise around 150 mining and metallurgical sites and oil production assets.
With a strong footprint in over 35 countries in both established and emerging regions for natural resources, Glencore's industrial activities are supported by a global network of more than 30 marketing offices. Glencore's customers are industrial consumers, such as those in the automotive, steel, power generation, battery manufacturing and oil sectors. We also provide financing, logistics and other services to producers and consumers of commodities. Glencore's companies employ around 135,000 people, including contractors. Glencore is proud to be a member of the Voluntary Principles on Security and Human Rights and the International Council on Mining and Metals. We are an active participant in the Extractive Industries Transparency Initiative. Our ambition is to be a net zero total emissions company by 2050.

Cautionary Statement Concerning Forward-Looking Statements

All statements, other than statements of present or historical fact included in this press release, including, without limitation, statements regarding FREYR's ability to supply its production facilities with recycled, sustainably sourced and traceable cobalt, develop a local sustainable battery value chain, decarbonize the supply of battery materials, produce batteries with the world's lowest lifecycle carbon footprint, achieve net-zero total emissions by 2050 and 100% carbon neutral material, minimise its carbon footprint, explore potential collaborations with Glencore for battery material and battery scrap recycling (including assuring responsible sourcing and recycling through third-party audits) and introduce carbon offset and recycling schemes are forward-looking and involve significant risks and uncertainties that could cause the actual results to differ materially from the expected results.

Most of these factors are outside FREYR’s control and difficult to predict. Information about factors that could materially affect FREYR is set forth under the “Risk Factors” section in FREYR’s Registration Statement on Form S-1 filed with the Securities and Exchange Commission (the "SEC") on August 9, 2021, as amended, and in other SEC filings available on the SEC’s website at www.sec.gov.


Contacts

Investor contact:
Jeffrey Spittel
Vice President, Investor Relations
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Tel: (+1) 281-222-0161

Media contact:
Katrin Berntsen
Vice President, Communication and Public Affairs
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Tel: (+47) 9920 54 570

DUBLIN--(BUSINESS WIRE)--The "Gas Treatment Market Review 2021 and Strategic Plan for 2022 - Insights, Trends, Competition, Growth Opportunities, Market Size, Market Share Data and Analysis Outlook to 2028" report has been added to ResearchAndMarkets.com's offering.


The Gas Treatment Market is expected to register an attractive growth rate during the outlook period driven by technological innovations and application-specific developments. Market Players in the Gas Treatment Market business are aligning their operating model to the new normal by pivoting towards digitalization of operations and adapting to emerging technologies in robotic automation and artificial intelligence.

Mergers and acquisitions to acquire new technologies, strengthen portfolios, and leverage capabilities to remain key strategies of top companies in the Gas Treatment Market industry during the outlook period. Investing in R&D and technology to improve product lines will be the major growth driver in the short to medium term for the Gas Treatment Market amid prevailing tough conditions. The market study provides a comprehensive description of current trends and developments in the Gas Treatment Market industry along with a detailed predictive and prescriptive analysis to 2028.

Gas Treatment Market Insights - Latest Trends, Drivers, Opportunities, and Challenges

Customizing products to cater to a specific application than improvising the product characteristics on a whole has been the emerging trend in the Gas Treatment Market. Enterprises should incorporate digitally connected processes and focus on operational efficiency, diversifying supply sources, and cost management to create opportunities in the Gas Treatment Market during the forecast period. Uneven recovery in different end markets and geographies is a key challenge in understanding and analyzing the Gas Treatment Market landscape.

While catering to the short-term needs of the market, Gas Treatment Market players can address this uncertainty with a clear revision of the product portfolio and a lucid long-term strategy with scenario planning. Investing in innovation, identifying emerging applications, and developing sensible business models to generate sustained growth are the winning strategies in the future Gas Treatment Market. The report presents detailed profiles of top companies serving the Gas Treatment Market value chain along with their strategies for the near, medium, and long term period.

Near saturated demand in Europe coupled with comparatively slower momentum in China, after many years of exceptional growth trajectory are limiting the Gas Treatment Market demand from these regions. However, the fast-paced recovery of developing nations from the COVID impact is expected to bolster the Gas Treatment Market demand.

The research estimates global Gas Treatment Market revenues in 2021, considering the Gas Treatment Market prices, supply, demand, and trade analysis across regions. A detailed market share, penetration, and shift in demand for different types, applications, and geographies in the Gas Treatment Market from 2021 to 2028 is included.

Gas Treatment Market Research Scope

  • Global Gas Treatment Market size and growth projections (CAGR), 2021-2028
  • COVID impact on Gas Treatment Market industry with future scenarios
  • Gas Treatment Market size, share, and outlook across 5 regions and 16 countries, 2021-2028
  • Gas Treatment Market size, CAGR, and Market Share of key products, applications, and end-user verticals, 2021-2028
  • Short and long term Gas Treatment Market trends, drivers, restraints, and opportunities
  • Porter's Five forces analysis, Technological developments in Gas Treatment Market, Gas Treatment Market supply chain analysis
  • Gas Treatment Market trade analysis, Gas Treatment Market price analysis, Gas Treatment Market supply/demand
  • Profiles of 5 leading companies in the industry-overview, key strategies, financials, and products
  • Latest Gas Treatment Market news and developments

Key Topics Covered:

1. Table of Contents

2. Global Gas Treatment Market Review, 2020

3. Gas Treatment Market Insights

4. Gas Treatment Market Trends, Drivers, and Restraints

4.1 Latest Trends and Recent Developments in Gas Treatment Market

4.2 Key Factors Driving the Gas Treatment Market Growth

4.2 Major Challenges to the Gas Treatment Market industry, 2021-2028

4.3 Impact of COVID on Gas Treatment Market and Scenario Forecasts to 2028

5 Five Forces Analysis for Global Gas Treatment Market

5.1 Gas Treatment Market Industry Attractiveness Index, 2021

5.2 Threat of New Entrants

5.3 Bargaining Power of Suppliers

5.4 Bargaining Power of Buyers

5.5 Intensity of Competitive Rivalry

5.6 Threat of Substitutes

6. Global Gas Treatment Market Data - Industry Size, Share, and Outlook

6.1 Gas Treatment Market Annual Sales Outlook, 2021-2028 ($ Million)

6.1 Global Gas Treatment Market Annual Sales Outlook by Type, 2021-2028 ($ Million)

6.2 Global Gas Treatment Market Annual Sales Outlook by Application, 2021-2028 ($ Million)

6.3 Global Gas Treatment Market Annual Sales Outlook by End-User, 2021-2028 ($ Million)

6.4 Global Gas Treatment Market Annual Sales Outlook by Region, 2021-2028 ($ Million)

7. Asia Pacific Gas Treatment Market Industry Statistics - Market Size, Share, Competition and Outlook

8. Europe Gas Treatment Market Historical Trends, Outlook, and Business Prospects

9. North America Gas Treatment Market Trends, Outlook, and Growth Prospects

10. Latin America Gas Treatment Market Drivers, Challenges, and Growth Prospects

11. Middle East Africa Gas Treatment Market Outlook and Growth Prospects

12. Gas Treatment Market Structure and Competitive Landscape

13. Latest News, Deals, and Developments in Gas Treatment Market

14. Appendix

For more information about this report visit https://www.researchandmarkets.com/r/um4tuy


Contacts

ResearchAndMarkets.com
Laura Wood, Senior Press Manager
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CALGARY, Alberta--(BUSINESS WIRE)--SCF Ventures (“SCFV”) is pleased to announce its investment in Qube Technologies (“Qube”), a provider of continuous emissions monitoring technology that enables oil and gas operators to better detect, measure, and reduce their methane and other greenhouse gas emissions.


Qube, founded in 2018, provides customers with internet-of-things (“IoT”) devices to continuously monitor for a host of gases including methane, carbon dioxide and hydrogen sulfide. With the help of artificial intelligence, Qube combines gas concentration, atmospheric, and other operational data to locate, quantify and classify emissions by source and severity. Without continuous monitoring, emissions can continue undetected for months, undermining emissions reduction efforts with an associated cost of lost production to operators.

In 2021, Qube received the world’s first regulatory approval to replace traditional leak detection and repair (“LDAR”) practices with Qube’s continuous measurement technology. LDAR programs utilizing Qube’s technology are estimated to reduce fugitive emissions by up to 90% while offering cost savings, improved safety, and verifiable data that prove environmental stewardship.

“Natural gas plays a vital role in powering global standards of living, but methane leaks can cause a significant greenhouse gas impact,” commented Hossam Elbadawy, Managing Director of SCF Ventures. “SCF Ventures is proud to partner with Qube to help solve this problem in a way that will reduce not only harmful emissions, but also monitoring costs and administrative headaches.”

“This investment will allow us to accelerate the deployment of our continuous monitoring systems and help primary industries reduce their emissions,” said Alex MacGregor, Chief Executive Officer at Qube. “Methane emissions are a global problem and we are excited to be working with partners like SCF and NESR which have an international reach and a proven track record. With recent commitments such as the Global Methane Pledge, we are well positioned to help industry cost-effectively reduce greenhouse gas emissions while providing stakeholders, including regulators and investors, with transparent emissions performance data.”

Strategic investors joining the funding round include National Energy Services Reunited (“NESR”, NYSE: NESR), the premier Middle Eastern energy services provider; individuals from Pine Brook, a private equity firm that specializes in business building and growth investments in energy and other areas; and Ian Bruce, former president and CEO of Peters & Co., a leading Canadian energy investment bank.

North West Capital Partners, a Calgary-based energy investment firm, led Qube’s previous funding round and remains an active partner.

About Qube Technologies

Qube is a Calgary-based technology company that has developed a low-cost environmental surveillance technology. Our mission is to help primary industries, such as oil and gas, cost-effectively detect, quantify, and reduce methane and other emissions. Qube is currently working with leading operators across Canada and the US and has support from a wide range of investors and government bodies. Please visit www.qubeiot.com for more information.

About SCF Partners

SCF Ventures is an early-stage investment vehicle within SCF Partners (“SCF”) focused on providing differentiated capital to emerging high growth companies that provide new products and technologies in the energy services sector. Founded in 1989, SCF provides equity capital and strategic growth assistance to build leading energy service, equipment, and technology companies that operate throughout the world. SCF has invested in more than 70 platform companies and made in excess of 400 additional acquisitions to develop 17 publicly listed energy service and equipment companies over its history. The firm is headquartered in Houston, Texas and has offices in Calgary, Singapore and Aberdeen. Learn more at www.scfpartners.com.


Contacts

Eric Wen
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TULSA, Okla.--(BUSINESS WIRE)--Today, Cypress Environmental Partners, L.P. (NYSE: CELP) (“Cypress”) reported its financial results for the three months ended September 30, 2021.


HIGHLIGHTS

  • Revenue of $32.4 million increased 6% from second quarter 2021
  • Gross margin of $4.3 million increased 5% from second quarter 2021
  • Basic and diluted loss per unit of $(0.33), inclusive of loss from discontinued operations
  • Adjusted EBITDA of $0.5 million
  • Distributable cash flow (“DCF”) of $(1.2 million)
  • Common unit and preferred unit distributions remain suspended as Cypress focuses on reducing debt

THIRD QUARTER 2021 SUMMARY FINANCIAL RESULTS

(in thousands, except for per unit data)

Three Months Ended

Change

Sept. 30, 2021

Jun. 30, 2021

Sept. 30, 2020

Sequential

Year-on-year

Revenue (1)

$

32,431

 

$

30,490

 

$

43,375

 

6

%

(25

)%

Gross margin (1)

 

$

4,304

 

$

4,087

 

$

6,036

 

5

%

(29

)%

Net (loss) income

$

(4,230

)

$

(2,027

)

$

805

 

(109

)%

NM

 

Basic and diluted loss per unit

$

(0.33

)

$

(0.23

)

$

(0.04

)

(43

)%

NM

 

 

 

 

 

 

 

 

Adjusted EBITDA (2)

$

545

 

$

497

 

$

3,615

 

10

%

(85

)%

Distributable cash flow (2)

$

(1,232

)

$

(1,446

)

$

(55

)

(15

)%

NM

 

 

 

 

 

 

 

NM – Not meaningful

 

 

 

 

 

 

(1) Revenue and gross margin have been recast for all periods presented to exclude the results of Cypress Brown Integrity, LLC (“CBI”), which previously represented Cypress’s Pipeline & Process Services segment prior to that segment being reported as a discontinued operation.

(2) This press release includes the following financial measures not presented in accordance with U.S. generally accepted accounting principles, or GAAP: adjusted EBITDA, adjusted EBITDA attributable to limited partners, and distributable cash flow. Each such non-GAAP financial measure is defined below under “Non-GAAP Financial Information”, and each is reconciled to its most directly comparable GAAP financial measure in schedules at the end of this press release.

CEO'S PERSPECTIVE

“Our third quarter performance showed some sequential improvement from the prior quarter. We are beginning to see signs of a multi-year upcycle driven by much higher commodity prices that benefit all of our customers in the energy industry. The macro fundamentals have clearly strengthened this last quarter with demand recovery for oil, natural gas, and refined products. Absent a recession or pandemic-related setback, these positive dynamics are expected to benefit our industry. I believe that Cypress is uniquely positioned to grow our inspection business in both the energy markets and other new markets including municipal water, sewer, electrical transmission, and renewables,” commented Peter C. Boylan III, Chairman, President, and CEO.

“During the quarter we decided to discontinue our Pipeline & Process Services segment, given its performance, operating losses, and structural challenges in the hydrotesting business. We entered this market in 2015 and struggled over the two subsequent down cycles to consistently earn profits. We have begun a sale process of the remaining assets and will use the proceeds to reduce debt.”

“Federal and State regulations to protect the environment, people, and property continue to grow. In early November The U.S. Department of Transportation’s Pipeline and Hazardous Materials Safety Administration (“PHMSA”) announced that it is issuing a final rule that expands Federal pipeline safety oversight to all onshore gas gathering pipelines. These new regulations add more than 400,000 miles of “Gas Gathering” pipelines under federal oversight. The rule, initiated over 10 years ago, expands the definition of a “regulated” gas gathering pipeline that is more than 50 years old. It will, for the first time, apply federal pipeline safety regulations to tens of thousands of miles of unregulated gas gathering pipelines. The final rule will also, for the first time, require pipeline operators to report safety information for all gas gathering lines, representing more than 425,000 additional miles covered by federal reporting requirements.”

“As a market leader, we have an advantaged position with the technology investments we have made over the last several years. We also continue to enjoy an economic competitive advantage with our qualifying income activities and the related tax advantages of our MLP structure in an environment of rising state and federal taxes. During the quarter, we submitted numerous bids for 2022 work in both traditional energy markets and new markets such as municipal water and electrical transmission. ”

SEGMENT UPDATE

Inspection Services

  • During the third quarter Cypress had an average headcount of approximately 470 inspectors working throughout the United States. Cypress continues to bid and win new work. The monthly average inspector headcount reached a low of approximately 440 in January 2021.
  • A significant majority of the Inspection Services segment’s revenues during 2021 have been generated from maintenance projects and from services provided to regulated public utilities that provide natural gas to their customers, rather than from new pipeline construction projects.
  • Cypress continues to aggressively pursue organic business development and has successfully been awarded some new customer contracts and has renewed existing contracts. Some prospective customers are now allowing some limited in person meetings. Cypress has been invited to submit bids for 2022 work from many new potential customers in electrical transmission infrastructure, municipal water inspection, and traditional energy infrastructure.
  • Legal expenses remain elevated and were $0.5 million in 3rd quarter 2021, due primarily to costs associated with Fair Labor Standards Act employment litigation and certain other lawsuits and claims.
  • In November 2021, Cypress settled a dispute with another party. Cypress and the other party agreed to fully and finally resolve their differences without any admission of liability. Cypress received a payment in the fourth quarter of 2021 and retained its claims against former employees that misappropriated confidential information and violated various obligations.
  • Occupational Safety and Health Administration (“OSHA”) released federal regulations implementing a workplace COVID-19 vaccination mandate, effective January 4, 2022. Employers with 100 or more employees would be required to establish, implement, and enforce a policy that either ensures their workers are fully vaccinated or requires all unvaccinated workers to wear a mask and submit to weekly COVID-19 testing. Cypress is still evaluating the potential impact of these new regulations on its field personnel and inspectors. Additionally, Cypress may be impacted by various state employment laws.

Water & Environmental Services (“Environmental Services”)

  • Higher oil prices have led to an increase in the rig count in the Williston basin in North Dakota from 18 rigs last quarter to 23 rigs in the third quarter.
  • Increased drilling activity generally leads to more water volumes and higher prices for recovered skim oil.
  • During the quarter a customer had a leak on its produced water pipeline, which led to a reduction in volumes while the pipeline was being repaired.
  • Cypress is in discussions with several customers about new pipelines into its water treatment facilities.
  • Private equity investors have recently acquired acreage and production in North Dakota from various public companies with plans to drill and complete additional wells.

Discontinued Operations

  • In September 2021, Cypress discontinued the operations Cypress Brown Integrity, LLC (“CBI”), which previously represented its Pipeline & Process Services segment. CBI provided customers with hydrotesting and other related services. Cypress has recast the financial information for all periods presented in its Unaudited Condensed Consolidated Financial Statements to report the assets, liabilities, revenues, and expenses of CBI within discontinued operations.
  • During the nine months ended September 30, 2021, CBI had a negative gross margin and adversely impacted Cypress’s financial results.
  • In the third quarter of 2021, Cypress recorded a loss of $1.9 million on the disposal of intangible assets associated with CBI.
  • Cypress expects to sell CBI’s long-lived assets, which have a net book value of approximately $1.0 million. These assets were held for sale as of September 30, 2021. The proceeds will be utilized to reduce debt.
  • Cypress recorded employee severance expenses of approximately $0.1 million in the third quarter of 2021.

COMMON UNIT & PREFERRED UNIT DISTRIBUTIONS

In July 2020, Cypress announced that it had suspended common unit distributions. Cypress’s credit facility, as amended in 2021, now places significant restrictions on the payment of common unit and preferred unit distributions. As a result, Cypress does not expect to pay distributions in the near term; instead, Cypress expects to continue to use available cash to pay down debt and for working capital needs. The preferred units accrue preferred distributions at an annual rate of 9.5%, and the arrearage must be settled before Cypress can resume distributions on its common units.

THIRD QUARTER 2021 OPERATING RESULTS BY BUSINESS SEGMENT

Inspection Services

The Inspection Services segment’s results for the three months ended September 30, 2021 were:

  • Revenue - $31.5 million, an increase of 7% compared to the three months ended June 30, 2021, and a decrease of 25% compared to the three months ended September 30, 2020.
  • Gross Margin - $3.9 million, an increase of 15% compared to the three months ended June 30, 2021, and a decrease of 24% compared to the three months ended September 30, 2020.

Water & Environmental Services (“Environmental Services”)

The Environmental Services segment’s results for the three months ended September 30, 2021 were:

  • Revenue - $0.9 million, a decrease of 17% compared to the three months ended June 30, 2021, and a decrease of 34% compared to the three months ended September 30, 2020.
  • Gross Margin - $0.4 million, a decrease of 39% compared to the three months ended June 30, 2021, and a decrease of 52% compared to the three months ended September 30, 2020.

CAPITALIZATION, LIQUIDITY, AND FINANCING

Cypress had net debt of $50.0 million comprised of outstanding borrowings of $55.3 million on its credit facility and cash and cash equivalents of $5.3 million, inclusive of $1.3 million in cash and cash equivalents classified as assets of discontinued operations on its Unaudited Condensed Consolidated Balance Sheets, at September 30, 2021. The credit facility was amended in August 2021 to eliminate the financial ratio covenants. As part of that amendment, the total capacity of the facility was reduced from $75 million to $70 million. The third quarter results also reflect $0.1 million in costs associated with a financial advisor that the lenders required as part of the amendment.

CAPITAL EXPENDITURES

During the quarter, Cypress had $0.1 million in capital expenditures, inclusive of discontinued operations, which is reflective of its attractive business model that requires minimal capital expenditures.

QUARTERLY REPORT

Cypress filed its quarterly report on Form 10-Q for the three months ended September 30, 2021 with the Securities and Exchange Commission today. Cypress will also post a copy of the Form 10-Q on its website at www.cypressenvironmental.biz.

NON-GAAP FINANCIAL INFORMATION

This press release and the accompanying financial schedules include the following non-GAAP financial measures: adjusted EBITDA, adjusted EBITDA attributable to limited partners, and distributable cash flow. The accompanying schedules provide reconciliations of these non-GAAP financial measures to their most directly comparable GAAP financial measures. Cypress's non-GAAP financial measures should not be considered in isolation or as an alternative to its financial measures presented in accordance with GAAP, including revenues, net income or loss attributable to limited partners, net cash provided by or used in operating activities, or any other measure of liquidity or financial performance presented in accordance with GAAP as a measure of operating performance, liquidity, or ability to service debt obligations and make cash distributions to unitholders. The non-GAAP financial measures presented by Cypress may not be comparable to similarly-titled measures of other entities because other entities may not calculate their measures in the same manner.

Cypress defines adjusted EBITDA as net income or loss exclusive of (i) interest expense, (ii) depreciation, amortization, and accretion expense, (iii) income tax expense or benefit, (iv) equity-based compensation expense, (v) and certain other unusual or nonrecurring items. Cypress defines adjusted EBITDA attributable to limited partners as adjusted EBITDA exclusive of amounts attributable to the general partner and to noncontrolling interests. Cypress defines distributable cash flow as adjusted EBITDA attributable to limited partners less cash interest paid, cash income taxes paid, maintenance capital expenditures attributable to limited partners, and preferred unit distributions paid or accrued. Management believes these measures provide investors meaningful insight into results from ongoing operations.

These non-GAAP financial measures are used as supplemental liquidity and performance measures by Cypress's management and by external users of its financial statements, such as investors, banks, and others to assess:

  • financial performance of Cypress’s assets without regard to financing methods, capital structure or historical cost basis of assets;
  • Cypress's operating performance and return on capital as compared to those of other companies, without regard to financing methods or capital structure; and
  • the ability of Cypress's businesses to generate sufficient cash to pay interest costs, support its indebtedness, and make cash distributions to its unitholders.

ABOUT CYPRESS ENVIRONMENTAL PARTNERS, L.P.

Cypress Environmental Partners, L.P. is a master limited partnership that provides essential environmental services to the energy and public utility industries, including pipeline & infrastructure inspection, nondestructive examination testing, and in-line inspection support services throughout the United States. Cypress also provides environmental services to upstream and midstream energy companies and their vendors in North Dakota, including water treatment, hydrocarbon recovery, and disposal into EPA Class II injection wells to protect the groundwater. Cypress works closely with its customers to help them protect people, property, and the environment, and to assist their compliance with increasingly complex and strict rules and regulations. Cypress is headquartered in Tulsa, Oklahoma.

CAUTIONARY STATEMENTS

This press release may contain or incorporate by reference forward-looking statements as defined under the federal securities laws regarding Cypress Environmental Partners, L.P., including projections, estimates, forecasts, plans and objectives. Although management believes that expectations reflected in such forward-looking statements are reasonable, no assurance can be given that such expectations will prove to be correct. In addition, these statements are subject to certain risks, uncertainties and other assumptions that are difficult to predict and may be beyond Cypress's control. If any of these risks or uncertainties materialize, or if underlying assumptions prove incorrect, Cypress's actual results may vary materially from what management forecasted, anticipated, estimated, projected or expected.

The key risk factors that may have a direct bearing on Cypress's results of operations and financial condition are described in detail in the "Risk Factors" section of Cypress's most recently filed annual report and subsequently filed quarterly reports with the Securities and Exchange Commission. Investors are encouraged to closely consider the disclosures and risk factors contained in Cypress's annual and quarterly reports filed from time to time with the Securities and Exchange Commission. The forward-looking statements contained herein speak as of the date of this announcement. Cypress undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by applicable securities laws. Information contained in this press release is unaudited and subject to change.

CYPRESS ENVIRONMENTAL PARTNERS, L.P.

Unaudited Condensed Consolidated Balance Sheets

As of September 30, 2021 and December 31, 2020

(in thousands)

September 30,

 

December 31,

 

 

2021

 

 

 

2020

 

ASSETS

Current assets:

 

 

Cash and cash equivalents

$

4,023

 

$

12,138

 

Trade accounts receivable, net

 

16,504

 

 

16,024

 

Accounts receivable - affiliates

 

265

 

 

-

 

Assets of discontinued operations

 

2,878

 

 

8,182

 

Prepaid expenses and other

 

1,820

 

 

2,002

 

Total current assets

 

25,490

 

 

38,346

 

Property and equipment:

Property and equipment, at cost

 

23,426

 

 

23,449

 

Less: Accumulated depreciation

 

15,850

 

 

14,059

 

Total property and equipment, net

 

7,576

 

 

9,390

 

Intangible assets, net

 

13,530

 

 

15,143

 

Goodwill

 

50,391

 

 

50,389

 

Finance lease right-of-use assets, net

 

72

 

 

112

 

Operating lease right-of-use assets

 

1,666

 

 

1,987

 

Debt issuance costs, net

 

665

 

 

242

 

Assets of discontinued operations

 

-

 

 

3,807

 

Other assets

 

540

 

 

570

 

Total assets

$

99,930

 

$

119,986

 

 

LIABILITIES AND OWNERS' EQUITY

Current liabilities:

Accounts payable

$

621

 

$

855

 

Accounts payable - affiliates

 

-

 

 

58

 

Accrued payroll and other

 

4,618

 

 

4,768

 

Income taxes payable

 

42

 

 

268

 

Finance lease obligations

 

51

 

 

51

 

Operating lease obligations

 

422

 

 

439

 

Current portion of long-term debt

 

55,329

 

 

-

 

Liabilities of discontinued operations

 

446

 

 

1,582

 

Total current liabilities

 

61,529

 

 

8,021

 

Long-term debt

 

-

 

 

62,029

 

Finance lease obligations

 

15

 

 

55

 

Operating lease obligations

 

1,192

 

 

1,549

 

Liabilities of discontinued operations

 

-

 

 

245

 

Other noncurrent liabilities

 

362

 

 

182

 

Total liabilities

 

63,098

 

 

72,081

 

 

Owners' equity:

Partners’ capital:

Common units (12,339 and 12,213 units outstanding at

September 30, 2021 and December 31, 2020, respectively)

 

17,180

 

 

27,507

 

Preferred units (5,769 units outstanding at September 30, 2021 and December 31, 2020)

 

47,390

 

 

44,291

 

General partner

 

(25,876

)

 

(25,876

)

Accumulated other comprehensive loss

 

(2,658

)

 

(2,655

)

Total partners' capital

 

36,036

 

 

43,267

 

Noncontrolling interests

 

796

 

 

4,638

 

Total owners' equity

 

36,832

 

 

47,905

 

Total liabilities and owners' equity

$

99,930

 

$

119,986

 

 

CYPRESS ENVIRONMENTAL PARTNERS, L.P.

Unaudited Condensed Consolidated Statements of Operations

For the Three and Nine Months Ended September 30, 2021 and 2020

(in thousands, except per unit data)

 

 

 

 

 

 

 

Three Months Ended

September 30,

 

Nine Months Ended

September 30,

 

 

2021

 

 

2020

 

 

 

2021

 

 

2020

 

 

Revenue

$

32,431

 

$

43,375

 

$

89,545

 

$

153,471

 

Costs of services

 

28,127

 

 

37,339

 

 

77,760

 

 

134,772

 

Gross margin

 

4,304

 

 

6,036

 

 

11,785

 

 

18,699

 

 

Operating costs and expense:

General and administrative

 

3,888

 

 

3,751

 

 

12,052

 

 

13,688

 

Depreciation, amortization and accretion

 

1,094

 

 

1,113

 

 

3,297

 

 

3,248

 

Loss (gain) on asset disposals, net

 

9

 

 

(2

)

 

9

 

 

5

 

Operating (loss) income

 

(687

)

 

1,174

 

 

(3,573

)

 

1,758

 

 

Other (expense) income:

Interest expense

 

(995

)

 

(942

)

 

(2,652

)

 

(3,182

)

Foreign currency (losses) gains

 

(140

)

 

106

 

 

5

 

 

(167

)

Other, net

 

89

 

 

142

 

 

312

 

 

401

 

Net (loss) income before income tax expense

 

(1,733

)

 

480

 

 

(5,908

)

 

(1,190

)

Income tax expense

 

107

 

 

266

 

 

30

 

 

511

 

Net (loss) income from continuing operations

 

(1,840

)

 

214

 

 

(5,938

)

 

(1,701

)

Net (loss) income from discontinued operations, net of tax

 

(2,390

)

 

591

 

 

(3,466

)

 

2,010

 

Net (loss) income

$

(4,230

)

$

805

 

$

(9,404

)

$

309

 

 

Net (loss) income from continuing operations

$

(1,840

)

$

214

 

$

(5,938

)

$

(1,701

)

Net income attributable to noncontrolling interests - continuing operations

 

15

 

 

3

 

 

21

 

 

14

 

Net (loss) income attributable to limited partners - continuing operations

 

(1,855

)

 

211

 

 

(5,959

)

 

(1,715

)

Net (loss) income attributable to limited partners - discontinued operations

 

(1,160

)

 

351

 

 

(1,575

)

 

1,172

 

Net (loss) income attributable to limited partners

$

(3,015

)

$

562

 

$

(7,534

)

$

(543

)

 

Net (loss) income attributable to limited partners - continuing operations

$

(1,855

)

$

211

 

$

(5,959

)

$

(1,715

)

Net income attributable to preferred unitholder

 

1,033

 

 

1,033

 

 

3,099

 

 

3,099

 

Net loss attributable to common unitholders - continuing operations

 

(2,888

)

 

(822

)

 

(9,058

)

 

(4,814

)

Net (loss) income attributable to common unitholders - discontinued operations

 

(1,160

)

 

351

 

 

(1,575

)

 

1,172

 

Net loss attributable to common unitholders

$

(4,048

)

$

(471

)

$

(10,633

)

$

(3,642

)

 

Net (loss) income per common limited partner unit:

Basic and diluted - continuing operations

$

(0.23

)

$

(0.07

)

$

(0.74

)

$

(0.40

)

Basic and diluted - discontinued operations

 

(0.10

)

 

0.03

 

 

(0.12

)

 

0.10

 

Basic and diluted

$

(0.33

)

$

(0.04

)

$

(0.86

)

$

(0.30

)

 

Weighted average common units outstanding:

Basic and diluted

 

12,339

 

 

12,209

 

 

12,307

 

 

12,171

 

 

Reconciliation of Net (Loss) Income to Adjusted EBITDA and Distributable Cash Flow

 

Three Months ended

September 30,

 

Nine Months ended

September 30,

 

2021

 

 

 

2020

 

 

 

2021

 

 

 

2020

(in thousands)

 

Net (loss) income

$

(4,230

)

$

805

 

$

(9,404

)

$

309

Add:

Interest expense

 

995

 

 

942

 

 

2,652

 

 

3,182

Depreciation, amortization and accretion

 

1,148

 

 

1,222

 

 

3,531

 

 

3,592

Income tax expense

 

107

 

 

266

 

 

30

 

 

511

Equity-based compensation

 

294

 

 

211

 

 

823

 

 

729

Foreign currency losses

 

140

 

 

-

 

 

-

 

 

167

Discontinued operations (a)

 

2,091

 

 

275

 

 

2,598

 

 

914

Less:

Foreign currency gains

 

-

 

 

106

 

 

5

 

 

-

Adjusted EBITDA

$

545

 

$

3,615

 

$

225

 

$

9,404

 

Adjusted EBITDA attributable to noncontrolling interests

 

(197

)

 

368

 

 

(615

)

 

1,274

Adjusted EBITDA attributable to limited partners

$

742

 

$

3,247

 

$

840

 

$

8,130

 

Less:

Preferred unit distributions paid or accrued

 

1,033

 

 

1,033

 

 

3,099

 

 

3,099

Cash interest paid, cash taxes paid, and maintenance capital expenditures

 

941

 

 

2,269

 

 

3,535

 

 

4,463

Distributable cash flow

$

(1,232

)

$

(55

)

$

(5,794

)

$

568

(a)

Amounts include non-cash expenses including loss on asset disposals, depreciation, amortization, and accretion expense, interest expense, and income tax expenses that were previously reported within the Pipeline & Process Services segment, prior to that segment being reported as a discontinued operation.

 

Reconciliation of Net Loss Attributable to Limited Partners to Adjusted

EBITDA Attributable to Limited Partners and Distributable Cash Flow

Three Months ended

September 30,

Nine Months ended

September 30,

 

2021

 

 

2020

 

 

2021

 

 

2020

 

(in thousands)

 

Net (loss) income attributable to limited partners

$

(3,015

)

$

562

 

$

(7,534

)

$

(543

)

Add:

Interest expense attributable to limited partners

 

995

 

 

942

 

 

2,652

 

 

3,182

 

Depreciation, amortization and accretion attributable to limited partners

 

1,148

 

 

1,222

 

 

3,531

 

 

3,592

 

Income tax expense attributable to limited partners

 

107

 

 

266

 

 

30

 

 

511

 

Equity based compensation attributable to limited partners

 

294

 

 

211

 

 

823

 

 

729

 

Foreign currency losses attributable to limited partners

 

140

 

 

-

 

 

-

 

 

167

 

Discontinued operations (a)

 

1,073

 

 

150

 

 

1,343

 

 

492

 

Less:

Foreign currency gains attributable to limited partners

 

-

 

 

106

 

 

5

 

 

-

 

Adjusted EBITDA attributable to limited partners

 

742

 

 

3,247

 

 

840

 

 

8,130

 

 

Less:

Preferred unit distributions paid or accrued

 

1,033

 

 

1,033

 

 

3,099

 

 

3,099

 

Cash interest paid, cash taxes paid and maintenance capital expenditures

attributable to limited partners

 

941

 

 

2,269

 

 

3,535

 

 

4,463

 

Distributable cash flow

$

(1,232

)

$

(55

)

$

(5,794

)

$

568

 


Contacts

Investors or Analysts:
Cypress Environmental Partners, L.P. - Jeff Herbers – Vice President & Chief Financial Officer
This email address is being protected from spambots. You need JavaScript enabled to view it. or 918-947-5730


Read full story here

  • “F-4” registration/proxy statement filed, next step on road to NASDAQ listing.
  • Strong global market expansion continues; on the road in 14 markets today. Further markets already planned.
  • Rapid physical sales footprint expansion; 46 new retail locations in 2021, of which 20 in United States.
  • Polestar 2 continues to drive brand awareness; 50+ awards to date.

GOTHENBURG, Sweden--(BUSINESS WIRE)--Polestar Automotive Holding UK Limited has filed a Registration/Proxy Statement with the U.S. Securities and Exchange Commission (the “SEC”) on November 12, 2021. The filing follows the September announcement of Polestar’s intention to list on Nasdaq in connection with its proposed business combination (the “Business Combination”) with Gores Guggenheim, Inc. (Nasdaq: GGPI, GGPIW and GGPIU). The Business Combination is expected to close in the first half of 2022.


Polestar continues to deliver on its market and retail expansion plans that underpin significant growth targets over the coming years. The brand is expected to be operating in 30 markets by the end of 2023 as it is looking to ramp up sales to 290,000 vehicles by the end of 2025.

We have driven tremendous growth since beginning full scale activity in 2020, underpinned by organic market expansion, strong interest in our award-winning Polestar models and benefits from post-pandemic retail tailwinds,” says Thomas Ingenlath, Polestar CEO. “We look forward to further accelerating growth by expanding our global presence and continuing to innovate our product portfolio.”

Polestar began full-scale activity with 10 global markets in 2020 and is on the road in 14 markets today. Market expansion continues and in the first half of 2022, Spain, Portugal and Ireland are planned to be added to the European market footprint, with Israel planned to expand presence in the Middle East.

The expansion of Polestar’s global retail presence has also picked up. A total of 86 Polestar retail locations are now open globally, up from 40 at the end of 2020. These Polestar retail locations include downtown Polestar Spaces, easily accessible out-of-town Polestar Destinations and Polestar test drive centers. The latest additions include facilities in New York City and Boston in the U.S., where, after a surge of new openings, a total of 25 facilities are expected to be in operation by the end of 2021.

Polestar has also seen an increase in interest attributed to the launch of the critically acclaimed Polestar 2, which has seen over 110,000 test drives completed and more than 50 awards to date. More than two million people have visited Polestar retail locations since the start of deliveries in August 2020.

New markets and growth in our existing markets underpin our near-term volume ambitions,” continues Thomas Ingenlath. “Longer-term, this expansion will be fueled by our plan to launch a new car every year for the next three years. These are the foundations of our rapid growth strategy.”

With the expansion into existing and new markets and the planned arrival of three new products, Polestar aims to increase its annual sales to 290,000 vehicles by the end of 2025.

About Polestar

Polestar was established as a new, standalone Swedish premium electric vehicle manufacturer in 2017. Founded by Volvo Cars and Geely Holding, Polestar enjoys specific technological and engineering synergies with Volvo Cars and benefits from significant economies of scale as a result.

Polestar is headquartered in Gothenburg, Sweden, and its vehicles are currently available and on the road in 14 global markets across Europe, North America and China. In 2021, Polestar is expanding into eight additional new markets in Europe, the middle East and Asia Pacific. Polestar cars are currently manufactured in two facilities in China, with additional future manufacturing planned in the U.S.

In September 2021, Polestar announced its intention to list as a public company on the Nasdaq in a business combination agreement with Gores Guggenheim, Inc. More information on this definitive agreement can be found here.

Polestar produces two electric performance cars. The Polestar 1 is a low-volume electric performance hybrid GT with a carbon fiber body, 609 hp, 1,000 Nm and an electric-only range of 124 km (WLTP) – the longest of any hybrid car in the world. With production coming to an end late in 2021, Polestar 1 has established itself as a truly exclusive driver’s car.

The Polestar 2 electric performance fastback is the company’s first fully electric, high volume car. The Polestar 2 model range includes three variants with a combination of long- and standard range batteries as large as 78 kWh, and dual- and single-motor powertrains with as much as 300 kW / 408 hp and 660 Nm.

In the future, the Polestar 3 electric performance SUV is expected to join the portfolio, as well as the Precept – a design study vehicle released in 2020 that is under development for future production. Precept showcases the brand’s future vision in terms of sustainability, digital technology and design. In April 2021, Polestar announced the important goal of creating a truly climate-neutral car by 2030.

Forward-Looking Statements

Certain statements in this press release (“Press Release”) may be considered “forward-looking statements” as defined in the Private Securities Litigation Reform Act of 1995. Forward-looking statements generally relate to future events or the future financial or operating performance of Gores Guggenheim, Inc. (“Gores Guggenheim”), Polestar Performance AB and/or its affiliates (the “Company”) and Polestar Automotive Holding UK Limited (“ListCo”). For example, projections of future Adjusted EBITDA or revenue and other metrics are forward-looking statements. In some cases, you can identify forward-looking statements by terminology such as “may,” “should,” “expect,” “intend,” “will,” “estimate,” “anticipate,” “believe,” “predict,” “potential,” “forecast,” “plan,” “seek,” “future,” “propose” or “continue,” or the negatives of these terms or variations of them or similar terminology. Such forward-looking statements are subject to risks, uncertainties, and other factors which could cause actual results to differ materially from those expressed or implied by such forward looking statements.

These forward-looking statements are based upon estimates and assumptions that, while considered reasonable by Gores Guggenheim and its management, and the Company and its management, as the case may be, are inherently uncertain. Factors that may cause actual results to differ materially from current expectations include, but are not limited to: (1) the occurrence of any event, change or other circumstances that could give rise to the termination of definitive agreements with respect to the Business Combination; (2) the outcome of any legal proceedings that may be instituted against Gores Guggenheim, the combined company or others following the announcement of the Business Combination and any definitive agreements with respect thereto; (3) the inability to complete the Business Combination due to the failure to obtain approval of the stockholders of Gores Guggenheim, to obtain financing to complete the Business Combination or to satisfy other conditions to closing; (4) changes to the proposed structure of the Business Combination that may be required or appropriate as a result of applicable laws or regulations or as a condition to obtaining regulatory approval of the Business Combination; (5) the ability to meet stock exchange listing standards following the consummation of the Business Combination; (6) the risk that the Business Combination disrupts current plans and operations of the Company as a result of the announcement and consummation of the Business Combination; (7) the ability to recognize the anticipated benefits of the Business Combination, which may be affected by, among other things, competition, the ability of the combined company to grow and manage growth profitably, maintain relationships with customers and suppliers and retain its management and key employees; (8) costs related to the Business Combination; (9) risks associated with changes in applicable laws or regulations and the Company’s international operations; (10) the possibility that the Company or the combined company may be adversely affected by other economic, business, and/or competitive factors; (11) the Company’s estimates of expenses and profitability; (12) the Company’s ability to maintain agreements or partnerships with its strategic partners Volvo Cars and Geely and to develop new agreements or partnerships; (13) the Company’s ability to maintain relationships with its existing suppliers and strategic partners, and source new suppliers for its critical components, and to complete building out its supply chain, while effectively managing the risks due to such relationships; (14) the Company’s reliance on its partnerships with vehicle charging networks to provide charging solutions for its vehicles and its strategic partners for servicing its vehicles and their integrated software; (15) the Company’s ability to establish its brand and capture additional market share, and the risks associated with negative press or reputational harm, including from lithium-ion battery cells catching fire or venting smoke; (16) delays in the design, manufacture, launch and financing of the Company’s vehicles and the Company’s reliance on a limited number of vehicle models to generate revenues; (17) the Company’s ability to continuously and rapidly innovate, develop and market new products; (18) risks related to future market adoption of the Company’s offerings; (19) increases in costs, disruption of supply or shortage of materials, in particular for lithium-ion cells or semiconductors; (20) the Company’s reliance on its partners to manufacture vehicles at a high volume, some of which have limited experience in producing electric vehicles, and on the allocation of sufficient production capacity to the Company by its partners in order for the Company to be able to increase its vehicle production capacities; (21) risks related to the Company’s distribution model; (22) the effects of competition and the high barriers to entry in the automotive industry, and the pace and depth of electric vehicle adoption generally on the Company’s future business; (23) changes in regulatory requirements, governmental incentives and fuel and energy prices; (24) the impact of the global COVID-19 pandemic on Gores Guggenheim, the Company, the Company’s post business combination’s projected results of operations, financial performance or other financial metrics, or on any of the foregoing risks; and (25) other risks and uncertainties set forth in the section entitled “Risk Factors” and “Cautionary Note Regarding Forward-Looking Statements” in Gores Guggenheim’s final prospectus relating to its initial public offering (File No. 333-253338) declared effective by the SEC on March 22, 2021, and other documents filed, or to be filed, with the SEC by Gores Guggenheim or ListCo, including the Registration/Proxy Statement. There may be additional risks that neither Gores Guggenheim, the Company nor ListCo presently know or that Gores Guggenheim, the Company or ListCo currently believe are immaterial that could also cause actual results to differ from those contained in the forward-looking statements.

Nothing in this Press Release should be regarded as a representation by any person that the forward-looking statements set forth herein will be achieved or that any of the contemplated results of such forward-looking statements will be achieved. You should not place undue reliance on forward-looking statements, which speak only as of the date they are made. Neither Gores Guggenheim, the Company nor ListCo undertakes any duty to update these forward-looking statements.

Additional Information

In connection with the proposed Business Combination, (i) ListCo has filed with the SEC a Registration/Proxy Statement, and (ii) Gores Guggenheim will file a definitive proxy statement relating to the proposed Business Combination (the “Definitive Proxy Statement”) and will mail the Definitive Proxy Statement and other relevant materials to its stockholders after the Registration/Proxy Statement is declared effective. The Registration/Proxy Statement will contain important information about the proposed Business Combination and the other matters to be voted upon at a meeting of Gores Guggenheim stockholders to be held to approve the proposed Business Combination. This Press Release does not contain all the information that should be considered concerning the proposed Business Combination and is not intended to form the basis of any investment decision or any other decision in respect of the Business Combination. Before making any voting or other investment decisions, securityholders of Gores Guggenheim and other interested persons are advised to read, the Registration/Proxy Statement and the amendments thereto and the Definitive Proxy Statement and other documents filed in connection with the proposed Business Combination, as these materials will contain important information about Gores Guggenheim, the Company, ListCo and the Business Combination. When available, the Definitive Proxy Statement and other relevant materials for the proposed Business Combination will be mailed to stockholders of Gores Guggenheim as of a record date to be established for voting on the proposed Business Combination. Stockholders will also be able to obtain copies of the Registration/Proxy Statement, the Definitive Proxy Statement and other documents filed with the SEC, without charge, once available, at the SEC’s website at www.sec.gov, or by directing a request to: Gores Guggenheim, Inc., 6260 Lookout Rd., Boulder, CO 80301, attention: Jennifer Kwon Chou.

INVESTMENT IN ANY SECURITIES DESCRIBED HEREIN HAS NOT BEEN APPROVED OR DISAPPROVED BY THE SEC OR ANY OTHER REGULATORY AUTHORITY NOR HAS ANY AUTHORITY PASSED UPON OR ENDORSED THE MERITS OF THE OFFERING OR THE ACCURACY OR ADEQUACY OF THE INFORMATION CONTAINED HEREIN. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

Participants in the Solicitation

Gores Guggenheim and certain of its directors and executive officers may be deemed participants in the solicitation of proxies from Gores Guggenheim’s stockholders with respect to the proposed Business Combination. A list of the names of those directors and executive officers and a description of their interests in Gores Guggenheim is set forth in Gores Guggenheim’s filings with the SEC (including Gores Guggenheim’s final prospectus related to its initial public offering (File No. 333-253338) declared effective by the SEC on March 22, 2021), and are available free of charge at the SEC’s website at www.sec.gov, or by directing a request to Gores Guggenheim, Inc., 6260 Lookout Rd., Boulder, CO 80301, attention: Jennifer Kwon Chou. Additional information regarding the interests of such participants is contained in the Registration/Proxy Statement.

The Company and ListCo, and certain of their directors and executive officers may also be deemed to be participants in the solicitation of proxies from the stockholders of Gores Guggenheim in connection with the proposed Business Combination. A list of the names of such directors and executive officers and information regarding their interests in the proposed Business Combination is included in the Registration/Proxy Statement.

No Offer and Non-Solicitation

This Press Release is not a proxy statement or solicitation of a proxy, consent or authorization with respect to any securities or in respect of the potential transaction and shall not constitute an offer to sell or a solicitation of an offer to buy the securities of Gores Guggenheim, the Company or ListCo, nor shall there be any sale of any such securities in any state or jurisdiction in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of such state or jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of the Securities Act of 1933, as amended.


Contacts

For inquiries regarding Polestar:
Jonathan Goodman
Polestar
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Andrew Lytheer
Polestar
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John Paolo Canton
Polestar
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HOUSTON--(BUSINESS WIRE)--Archaea Energy Inc. (“Archaea” or “the Company”) (NYSE: LFG), an industry-leading renewable natural gas (“RNG”) company, today announced financial and operating results for the third quarter 2021.


THIRD QUARTER AND RECENT HIGHLIGHTS

  • Closed the previously announced business combinations with Archaea Energy LLC and Aria Energy LLC (“Aria”) on September 15, 2021 (the “Closing Date”) and our Class A common stock began trading on the NYSE under the symbol “LFG” on September 16, 2021.
  • Produced a combined1 1.43 million and 4.19 million MMBtu of RNG for the three and nine months ended September 30, 2021, respectively, and 175 thousand and 703 thousand2 MWh of electricity for the three and nine months ended September 30, 2021, respectively.
  • Generated a combined1 net loss3 of $21.9 million and net income3 of $52.7 million for the three and nine months ended September 30, 2021, respectively. Generated combined Adjusted EBITDA4 of $22.3 million and $59.8 million for the three and nine months ended September 30, 2021, respectively.
  • Announced full year 2021 combined RNG production guidance of approximately 5.4 million MMBtu and full year 2021 combined Adjusted EBITDA guidance5 of $72.5–77.5 million, and expect to announce full year 2022 guidance in the first quarter 2022.
  • Construction at Project Assai, which is expected to be the largest RNG facility in the world when completed, is progressing on schedule and within budget; late-stage commissioning activities are underway and the facility is expected to become operational in the first quarter 2022.
  • Entered into a 21-year, fixed-fee RNG purchase and sale agreement with NW Natural Gas Company (“NW Natural”), a subsidiary of NW Natural Holdings (NYSE: NWN), for the sale of Environmental Attributes6 related to up to one million MMBtu of RNG annually, beginning in 2022 and ramping up to the full annual quantity in 2025.
  • Added five new landfill sites to our extensive backlog of high-quality RNG development projects, comprised of one greenfield RNG project and four landfill gas to electric conversion projects, bringing our total portfolio of development opportunities to approximately 35, inclusive of new builds, electric conversions, and optimization opportunities.

CEO COMMENTARY

“I am pleased to report Archaea’s inaugural quarterly results as a public company today,” said Nick Stork, Archaea’s Chief Executive Officer and co-founder of Archaea Energy LLC. “In the short period of time since the closing of our business combinations, we have made great strides integrating the teams and assets, identifying opportunities for optimizing existing assets beyond our initial expectations, and advancing our long-term strategic objectives.”

"On project development, the excellent progress on Project Assai reinforces our confidence in developing our backlog of RNG projects on time and on budget. We recently added five new projects to our extensive backlog and we’re in active discussions with leading landfill owners and operators about doing more. On the commercial front, we continue to see great opportunities to add blue-chip customers that share our commitment to the environment and the unique role that Archaea’s RNG serves in the low carbon future, and we’re pleased to welcome NW Natural as one of our newest key customers with a 21-year, fixed-fee RNG purchase agreement beginning in 2022 and ramping up to one million MMBtu per year in 2025.”

“On the technology side, we’ve made excellent progress finalizing the Archaea V1 plant design, which will meaningfully improve upon our leading cost and development timelines by vertically integrating key components and standardizing design specifications for different RNG plant sizes. We’ve already begun procuring the key parts, materials, and infrastructure for the V1 modules and we expect to begin installing these RNG units at our new sites beginning in the second half of 2022. The V1 design is expected to unlock the development potential for lower flow sites and, when paired with our development success at large-flow sites like Assai, firmly positions Archaea as the landfill developer of choice for landfills of all sizes. We’re off to a great start as a public company, and we’re going to use this momentum to our advantage.”

2021 FULL YEAR GUIDANCE

We have provided the following financial and operational guidance for full year 2021 on a combined basis. All guidance is current as of the published date and is subject to change.

 

 

Full Year 2021

Combined RNG Production (million MMBtu)

 

 

5.4

Combined Adjusted EBITDA5 ($ millions)

$

72.5

$

77.5

 

We expect to provide guidance with respect to fiscal year 2022 in the first quarter of 2022.

SUMMARY AND REVIEW OF FINANCIAL RESULTS

The following results are presented on a combined1 basis. Please see the “Notes Regarding Financial Statement Presentation” and “Reconciliation of Non-GAAP Measures” sections of this release and the Archaea Energy Inc. Form 10-Q for the quarter ended September 30, 2021 filed with the Securities and Exchange Commission for additional details.

 

 

Combined Basis

($ in thousands)

Three Months Ended
September 30, 2021

 

Nine Months Ended
September 30, 2021

Revenue

$

46,974

 

$

136,357

Equity Investment Income, Net

$

7,330

 

$

20,656

Net Income (Loss)3

$

(21,875)

 

$

52,750

Adjusted EBITDA4

$

22,291

 

$

59,804

 

 

 

 

RNG Produced (MMBtu)

1,425,080

 

4,189,550

Electricity Produced (MWh)2

175,230

 

703,278

 

Combined RNG production for the three and nine months ended September 30, 2021 was positively impacted by production from our Boyd County facility, which became operational in April 2021. Combined electricity production for the three and nine months ended September 30, 2021 was positively impacted by the acquisition of PEI Power LLC (“PEI”) in April 2021.

Combined revenues and equity investment income for the three and nine months ended September 30, 2021 were positively impacted by strong market pricing of Environmental Attributes, natural gas, and power.

Combined net loss for the three months ended September 30, 2021 was primarily driven by non-recurring costs, loss from change in fair value of derivatives, and increased general and administrative expenses related to scaling headcount for the future growth of our business and as a result of operating as a public company, partially offset by strong market pricing. Combined net income for the nine months ended September 30, 2021 was positively impacted by non-recurring gains related to the sale of LES Project Holdings LLC (“LESPH”), including a gain on the extinguishment of debt in the amount of $61.4 million and a gain on the disposal of assets in the amount of $1.3 million, as well as strong market pricing, partially offset by non-recurring costs, loss from change in fair value of derivatives, and increased general and administrative expenses.

Combined non-recurring costs, which primarily consisted of transaction costs related to our business combinations, totaled approximately $19.2 and $22.4 million for the three and nine months ended September 30, 2021, respectively.

Adjusted EBITDA for the three and nine months ended September 30, 2021 was positively impacted by strong market pricing and negatively impacted by increased general and administrative expenses as described above. Adjusted EBITDA for the three and nine months ended September 30, 2021 was in line with management expectations.

Capital Investments

Cash used in investing activities, excluding the acquisition of Aria, totaled $134.8 million on a combined basis for the nine months ended September 30, 2021. We had combined purchases of property, plant and equipment of $90.5 million, primarily related to the development of Project Assai and our Boyd County RNG facility. We acquired PEI Power LLC for $31.5 million and contributed $12.5 million into our equity method investments on a combined basis.

BUSINESS COMBINATIONS

We closed our previously announced business combinations with Archaea Energy LLC and Aria Energy LLC on September 15, 2021, with more than 99% of the votes cast on the business combination proposals at a special meeting of stockholders (the “Special Meeting”) in favor of approving the business combinations. Stockholders also voted to approve all other proposals presented at the Special Meeting and elected to redeem less than 0.2% of outstanding shares of Class A common stock at the time of the Special Meeting. Concurrent with the completion of the business combinations, the Company changed its name from Rice Acquisition Corp. (“RAC”) to Archaea Energy Inc., and our Class A common stock began trading on the NYSE under the symbol “LFG” on September 16, 2021.

CAPITAL STRUCTURE AND LIQUIDITY

On the Closing Date, we received $236.9 million in gross cash proceeds from RAC.

On the Closing Date, we issued approximately 29.2 million shares of Class A common stock and 250,000 warrants (each warrant exercisable for one share of Class A common stock at a price of $11.50) for gross consideration of $300 million under a PIPE financing. We also entered into a $470 million Revolving Credit and Term Loan Agreement with a syndicate of lenders, providing for a senior secured revolving credit facility with an initial commitment of $250 million and a senior secured term loan credit facility with an initial commitment of $220 million. As of September 30, 2021, there were outstanding borrowings of $220 million under the term loan credit facility, and letters of credit totaling $14.7 million issued and no outstanding borrowings under the revolving credit facility.

On the Closing Date, we repaid certain Archaea Energy LLC and all Aria debt, including (i) a syndicated senior secured term loan and revolving credit facility, (ii) a line of credit with Comerica Bank, (iii) promissory notes with certain lenders, including related parties to the Company, (iv) loans related to the Boyd County credit agreement with Comerica Bank, (v) a promissory note payable to Noble Environmental, Inc. in connection with Noble’s guaranty of the Boyd County debt, and (vi) an equipment financing loan.

On the Closing Date, cash of $377.1 million was paid to Aria holders, and Aria holders received 23.0 million Opco Class A units and 23.0 million shares of Class B common stock7. Archaea Energy LLC holders received 33.4 million newly issued Opco Class A units and 33.4 million shares of newly issued Class B common stock7.

As of September 30, 2021, our consolidated liquidity position was over $400 million, consisting of cash and cash equivalents of $153.6 million, restricted cash of $17.2 million, and, after taking into consideration our outstanding letters of credit, $235.3 million of available borrowing capacity under our revolving credit facility.

In November 2021, we issued a notice to warrant holders to redeem the approximately 11.9 million outstanding public warrants and 250 thousand warrants that were issued in a private placement simultaneously with the consummation of the business combinations. Holders may exercise their warrants to purchase shares of our Class A common stock on a cash or cashless basis through December 6, 2021. To minimize dilution to our existing stockholders as a result of warrant exercises, we also entered into an agreement to use any cash proceeds received from exercises of our warrants to repurchase shares of Class A common stock from Aria Renewable Energy Systems LLC, which received shares on the Closing Date related to its ownership interest in Aria, at a price of $17.65 per share. Additional details are available in the Form 8-K filed by the Company with the SEC on November 4, 2021.

THIRD QUARTER 2021 CONFERENCE CALL AND WEBCAST

We will host a conference call to discuss our financial and operating results for third quarter 2021 on Tuesday, November 16, 2021 at 11 a.m. Eastern time / 10 a.m. Central time. A listen-only webcast of the call and an accompanying slide presentation may be accessed through our website at www.archaeaenergy.com. After completion of the webcast, a replay will be available for 12 months on our website.

 

1. The Company’s results included elsewhere in this release include only the results of Archaea Energy LLC prior to the business combinations closing on September 15, 2021 and the results of the combined Company for the period from September 15 to September 30, 2021, which includes the operations of Archaea Energy LLC and Aria Energy LLC (“Aria”). Company results prior to the business combination date do not include Aria’s results. Aria’s financial information through September 14, 2021 is also presented elsewhere in this release. The Company has presented certain specified financial results on a “combined basis” as it believes it provides more meaningful information to investors. Financial information presented on a “combined basis” is the sum of the historical financial results of the Company for the full period shown and Aria for periods prior to the business combinations closing date, but only includes the impact of purchase accounting as of September 15, 2021. Please see the “Notes Regarding Financial Statement Presentation” and “Reconciliation of Non-GAAP Measures” sections of this release and the Archaea Energy Inc. Form 10-Q for the quarter ended September 30, 2021 filed with the Securities and Exchange Commission for additional details.

2. Electricity production for the nine months ended September 30, 2021 includes production of 203,276 MWh from LES Project Holdings, LLC (“LESPH”) assets, which were sold by Aria on June 10, 2021.

3. Combined net income (loss) as shown herein is before net income (loss) attributable to noncontrolling interest. For information regarding net income (loss) attributable to Class A common stock, please see the Condensed Consolidated Statement of Operations included in this release.

4. Non-GAAP financial measure. See “Reconciliation of Non-GAAP Measures” for further details.

5. A reconciliation of expected full year 2021 combined Adjusted EBITDA to net income (loss), the closest U.S. GAAP financial measure, cannot be provided without unreasonable efforts due to the inherent difficulty in quantifying certain amounts, including changes in fair value of warrant derivatives, due to a variety of factors including the unpredictability of underlying price movements, which may be significant.

6. Environmental Attributes refer to federal, state, and local government incentives in the United States, provided in the form of Renewable Identification Numbers, Renewable Energy Credits, Lower Carbon Fuel Standard credits, rebates, tax credits, and other incentives to end users, distributors, system integrators and manufacturers of renewable energy projects, that promote the use of renewable energy.

7. The Company has retained its “Up-C” structure, whereby all of the equity interests in Aria and Archaea Energy LLC (together with its subsidiaries, “Legacy Archaea”) are indirectly held by LFG Acquisition Holdings LLC (“Opco”) and the Company’s only assets are its equity interests in Opco. The Up-C structure allows the Legacy Archaea holders, the Aria holders, and Rice Acquisition Sponsor LLC to retain their equity ownership through Opco, an entity that is classified as a partnership for U.S. federal income tax purposes, in the form of Opco Class A Units, and provides potential future tax benefits for the Company when those holders of Class A Opco Units ultimately exchange their Class A Opco Units and shares of the Company’s Class B Common Stock for shares of Class A Common Stock in the Company. Opco is considered a variable interest entity for accounting purposes, and the Company, as the sole managing member of Opco, is considered the primary beneficiary. As such, the Company consolidates Opco, and the unitholders that hold economic interest directly at Opco are presented as noncontrolling interests in the Company’s financial statements.

ABOUT ARCHAEA

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

Additional information is available at www.archaeaenergy.com.

USE OF NON-GAAP FINANCIAL MEASURES

In addition to disclosing financial statements in accordance with U.S. GAAP, this press release contains non-GAAP financial measures. Adjusted EBITDA is a non-GAAP financial measure that we use to facilitate comparisons of operating performance across periods. Non-GAAP measures should be viewed as a supplement to and not a substitute for our U.S. GAAP measures of performance and the financial results calculated in accordance with U.S. GAAP and reconciliations from these results should be carefully evaluated.

Non-GAAP measures have limitations as an analytical tool and should not be considered in isolation or in lieu of an analysis of our results as reported under U.S. GAAP and should be evaluated only on a supplementary basis.

FORWARD-LOOKING STATEMENTS

This press release contains certain statements that may include forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Statements that do not relate strictly to historical or current facts are forward-looking and usually identified by the use of words such as “anticipate,” “estimate,” “could,” “would,” “should,” “will,” “may,” “forecast,” “approximate,” “expect,” “project,” “intend,” “plan,” “believe” and other similar words. Forward-looking statements may relate to expectations for future financial performance, business strategies or expectations for Archaea’s business. Specifically, forward-looking statements may include statements concerning market conditions and trends, earnings, performance, strategies, prospects and other aspects of Archaea’s business. Forward looking statements are based on current expectations, estimates, projections, targets, opinions and/or beliefs of Archaea, and such statements involve known and unknown risks, uncertainties and other factors.

The risks and uncertainties that could cause those actual results to differ materially from those expressed or implied by these forward looking statements include, but are not limited to: (a) the ability to recognize the anticipated benefits of the business combinations and any transactions contemplated thereby, which may be affected by, among other things, competition, the ability of Archaea to grow and manage growth profitably and retain its management and key employees; (b) the possibility that Archaea may be adversely affected by other economic, business and/or competitive factors; (c) Archaea’s ability to develop and operate new projects; (d) the reduction or elimination of government economic incentives to the renewable energy market; (e) delays in acquisition, financing, construction and development of new projects; (f) the length of development cycles for new projects, including the design and construction processes for Archaea’s projects; (g) Archaea’s ability to identify suitable locations for new projects; (h) Archaea’s dependence on landfill operators; (i) existing regulations and changes to regulations and policies that affect Archaea’s operations; (j) decline in public acceptance and support of renewable energy development and projects; (k) demand for renewable energy not being sustained; (l) impacts of climate change, changing weather patterns and conditions, and natural disasters; (m) the ability to secure necessary governmental and regulatory approvals; (n) the Company’s expansion into new business lines; and (o) other risks and uncertainties indicated in the Registration Statement on Form S-1 (File No. 333-260094), originally filed by Archaea with the SEC on October 6, 2021, as subsequently amended on October 18, 2021 and declared effective by the SEC on October 21, 2021, including those under “Risk Factors” therein, and other documents filed or to be filed with the SEC by Archaea.

Accordingly, forward-looking statements should not be relied upon as representing Archaea’s views as of any subsequent date. Archaea does not undertake any obligation to update forward-looking statements to reflect events or circumstances after the date they were made, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.

(Financial Tables and Supplementary Information Follow)

Notes Regarding Presentation of Financial Information

Basis of Presentation

The Archaea Energy LLC merger with RAC was accounted for as a reverse recapitalization with Archaea Energy LLC and its subsidiaries (“Legacy Archaea”) deemed the accounting acquirer, and therefore, there was no step-up to fair value of any RAC assets or liabilities and no goodwill or other intangible assets were recorded. Legacy Archaea is considered the accounting acquirer of the business combinations because the members of Legacy Archaea immediately prior to the closing of the business combination (“Legacy Archaea Holders”) have the largest portion of the voting power of the Company and Legacy Archaea’s senior management comprise the majority of the executive management of the Company. Additionally, Legacy Archaea Holders appointed the majority of board members exclusive of the independent board members.

The Aria merger with RAC was accounted for as a reverse capitalization with Legacy Archaea deemed the accounting acquirer, and therefore, there was no step-up to fair value of any RAC assets or liabilities and no goodwill or other intangible assets were recorded. The Aria merger was accounted for using the acquisition method of accounting with Aria deemed to be the acquiree for accounting purposes. The Company also determined that Aria is the Company's predecessor and therefore has included the historical financial statements of Aria as predecessor. The Company recorded the fair value of the net assets acquired and liabilities assumed from Aria as of September 15, 2021, the Closing Date, and goodwill was recorded. Certain data to complete the purchase price allocation is not yet available, including but not limited to final appraisals of certain assets acquired and liabilities assumed. The Company will finalize the purchase price allocation during the 12-month period following the Closing Date, during which time the estimated fair value of the assets and liabilities may be revised as appropriate.

Principles of Consolidation

The consolidated condensed financial statements of Archaea include the assets, liabilities and results of operations of the Company and its consolidated subsidiaries beginning on September 15, 2021. The consolidated assets, liabilities and results of operations prior to the September 15, 2021 reverse recapitalization are those of Legacy Archaea, the accounting acquirer.


Contacts

ARCHAEA
Investors and Media
Megan Light
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346-439-7589


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PITTSBURGH--(BUSINESS WIRE)--Wabtec Corporation (NYSE: WAB) released today its 2021 Sustainability Report, which highlights the company’s accomplishments and commitments to building a more sustainable future by developing innovative technologies, driving responsible operations, and empowering people and communities around the globe.


“For more than 150 years, Wabtec has looked for ways to improve safety and make a positive impact on people and the planet,” said Rafael Santana, President and CEO of Wabtec. “Today, the scope of sustainability requires broader consideration across the environmental, social, and economic landscape, so we must find more ways to enable efficiency, innovation, and human connection. This year’s report highlights the actions we have taken to accelerate our sustainability priorities, evolve our culture, and innovate groundbreaking technologies that will help build a cleaner, safer, more inclusive world.”

The notable actions taken across the company to advance its sustainability strategy, include:

  • The completion of Wabtec’s first comprehensive ESG Materiality Assessment that included stakeholder involvement from employees, customers, shareholders, suppliers, business partners and industry associations to identify material ESG issues.
  • Published Green Finance Framework, supported by a second-party opinion from Sustainalytics, a Morningstar Company and a globally recognized provider of ESG research, ratings and data. The company will utilize green financing instruments to accelerate the development of technologies that enable sustainable value creation for both the passenger and freight rail sectors.
  • Alignment with the United Nations Sustainable Development Goals (SDGs). The SDGs represent a global agenda to address the most pressing challenges facing our world, including climate action, and empowering people and communities. Wabtec plays a critical role in infrastructure, advancing quality of life, and furthering global development.
  • Third-party verification of our Scope 1 and 2 GHG emissions data, as well as water consumption data in water-scarce areas, for the period from January 1 to December 31, 2020. Bureau Veritas performed this Limited Assurance Engagement in accordance with the International Standard on Assurance Engagements (ISAE) 3000 Revised Edition. The full statement including methodology, limitations and exclusions can be found on our website.

“Despite the disruptions of the past year, we realized significant growth in several key areas, from the eco-efficiency of our product portfolio to reductions in our greenhouse gas emissions intensity,” said Santana. “Driving sustainable improvements is a journey that requires dedication and focus. We are committed to mitigating the impacts of climate change within our products and operations, doing more to create a diverse workforce, and empower our people to bring the best innovations to every customer we serve.”

To download and read the full report, visit www.WabtecCorp.com/Sustainability

About Wabtec

Wabtec Corporation (NYSE: WAB) is focused on creating transportation solutions that move and improve the world. The company is a leading global provider of equipment, systems, digital solutions and value-added services for the freight and transit rail industries, as well as the mining, marine and industrial markets. Wabtec has been a leader in the rail industry for over 150 years and has a vision to achieve a low- to zero-emission rail system in the U.S. and worldwide. The company has approximately 27,000 employees located at facilities in 50 countries throughout the world. Visit Wabtec’s website at: www.wabteccorp.com.


Contacts

Media Contacts:
Tim Bader
682-319-7925
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Wabtec Investor Contact
Kristine Kubacki, CFA
412-450-2033
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NW Natural Holdings and NW Natural also close on sustainability-linked credit facilities


PORTLAND, Ore.--(BUSINESS WIRE)--Northwest Natural Holding Company, (NYSE: NWN) (NW Natural Holdings), and NW Natural Gas Company (NW Natural) recently closed on several sustainable financings as the Companies strive to continue supporting the energy transition and movement toward a sustainable economy.

NW Natural successfully placed its first $130 million sustainable bond on November 15, 2021. The bond was issued under NW Natural’s new Sustainable Financing Framework. NW Natural expects to allocate an amount equivalent to the $130 million proceeds from the sustainable bond to refinance or finance NW Natural’s renewable natural gas investments and procurement; its sustainable and seismically secure headquarters building, which is LEED core and shell gold certified; energy efficiency programs; and purchases or support of minority-owned, women-owned, veteran-owned, LGBTQ-owned and/or small businesses.

“We are working to invest in and support a low-carbon energy future and a sustainable economy for our customers. With these financings, we’ve incorporated sustainability, a long-held focus of our company, into another important component of our business strategy,” said David H. Anderson, NW Natural Holdings president and CEO. “I’m proud to continue leading on sustainability and continuing our rich legacy of customer care, diversity, and environmental stewardship.”

The Companies' sustainability strategy, which includes a goal to achieve 30% carbon savings by 2035 and a vision for being a carbon neutral energy provider by 2050, is described in their 2020 Environmental, Social and Governance Report.

Sustainable Bond and Sustainable Financing Framework

NW Natural Holdings and NW Natural’s can each issue sustainable bonds under our Sustainable Financing Framework, with an amount equivalent to the proceeds of the bond issuance being used to finance or refinance projects related to renewable energy, energy efficiency, green buildings, and our supplier diversity program. The framework has been reviewed by Vigeo Eiris (V.E), an independent global provider of ESG research and analysis. V.E issued a second-party opinion confirming that the framework aligns with the four core components of the Sustainable Bond Principles 2021 and that investments in the eligible categories will lead to positive environmental and social impacts and advance the UN Sustainable Development Goals.

In line with sustainable standards, NW Natural has agreed to publish an annual report to track the financing of sustainable projects and their associated environmental and social impacts, where feasible. The framework, together with the V.E opinion, are available on NW Natural’s Sustainability webpage.

Lead underwriters included US Bancorp and CIBC with US Bancorp acting as the Sustainable Structuring Agent.

Sustainability-linked Credit Facility

On November 3, 2021, each of NW Natural Holdings and NW Natural amended and restated its revolving credit facility, resulting in the extension of the maturity date to November 3, 2026, and an increase in NW Natural Holdings and NW Natural’s total borrowing capacity to $600 million. The facilities can be extended for two additional one-year periods, subject to lender approval. The amendments include provisions that link each Company's borrowing costs to an environmental metric related to NW Natural’s carbon savings goal of 30% by 2035 and a safety metric related to in-line inspections of NW Natural’s transmission pipeline.

The credit facility was provided by a syndicate of leading financial institutions. J.P. Morgan Securities LLC acted as the Sustainability Structuring Agent and JPMorgan Chase Bank, N.A. acted as the Administrative Agent. Bank of America, U.S. Bank, and Wells Fargo Securities, LLC served as additional Joint Lead Arrangers and Joint Bookrunners.

About NW Natural Holdings

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

NW Natural is a local distribution company that currently provides natural gas service to approximately 2.5 million people in more than 140 communities through more than 780,000 meters in Oregon and Southwest Washington with one of the most modern pipeline systems in the nation. NW Natural consistently leads the industry with high J.D. Power & Associates customer satisfaction scores. NW Natural owns and operates 20 Bcf of underground gas storage capacity in Oregon.

NW Natural Water provides water distribution and wastewater services to communities throughout the Pacific Northwest and Texas. NW Natural Water currently serves approximately 66,000 people through about 27,200 connections. Learn more about our water business at nwnaturalwater.com.

Additional information is available at nwnaturalholdings.com.

Forward-Looking Statements

This report, and other presentations made by NW Natural Holdings or NW Natural from time to time, may contain forward-looking statements within the meaning of the U.S. Private Securities Litigation Reform Act of 1995. Statements that do not relate strictly to historical or current facts are forward-looking and usually identified by the use of words such as “anticipate,” “assumes,” “estimate,” “could,” “would,” “should,” “will,” “may,” “forecast,” “approximate,” “expect,” “project,” “intend,” “plan,” “seek,” “believe” and other similar words and references to future periods. Examples of forward-looking statements include, but are not limited to, statements regarding the following: plans, objectives, assumptions, estimates, expectations, timing, goals, strategies, commitments, future events, investments, renewable natural gas, energy transition, sustainable strategy and economy, likelihood and success associated with any transaction, allocation of proceeds, renewable natural gas, purchases and procurement, methane emissions, carbon neutrality, low-carbon, diversity, environmental stewardship, sustainable financing framework and requirements and compliance thereunder, sustainability-linked credit facilities and requirements and compliance thereunder, decarbonization and the role of natural gas and the gas delivery system, including decarbonization goals and timelines, use of renewable sources, strategic goals and visions, effects of legislation or changes in laws or regulations, and other statements that are other than statements of historical facts.

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

All forward-looking statements made in this report and all subsequent forward-looking statements, whether written or oral and whether made by or on behalf of NW Natural Holdings or NW Natural, are expressly qualified by these cautionary statements. Any forward-looking statement speaks only as of the date on which such statement is made, and NW Natural Holdings and NW Natural undertake no obligation to publicly update any forward-looking statement, whether as a result of new information, future developments or otherwise, except as may be required by law. New factors emerge from time to time and it is not possible to predict all such factors, nor can it assess the impact of each such factor or the extent to which any factor, or combination of factors, may cause results to differ materially from those contained in any forward-looking statements.


Contacts

Investor Contact:
Nikki Sparley
Phone: 503-721-2530
Email: This email address is being protected from spambots. You need JavaScript enabled to view it.

Internal "Bin 99" program has successfully gathered over 10,000 pounds of recyclable plastics from Brightmark staff

ASHLEY, Ind.--(BUSINESS WIRE)--Brightmark, the global waste solutions provider, recognizes America Recycles Day by announcing it has collected over 10,000 pounds of recyclable plastics through its internal "Bin 99" program. On America Recycles Day, the importance and impact of recycling is recognized due to its contribution to American prosperity and the protection of our environment.


"Bin 99" is a program in which staff at Brightmark's Ashley, Indiana Plastics Renewal Facility donate plastic waste generated by their households for conversion into ultra-low sulfur diesel fuel, naphtha blend stocks and wax. Given that plastic waste cannot be donated to the company from non-staff members, this milestone represents a deep-seeded dedication to sustainability from Brightmark's team.

“10,000 pounds of plastic waste is a remarkable number, and Brightmark is proud to convert this waste into sustainably-made, useful end-products," said Mike Dungan, Brightmark Feedstock Development Director and Co-Champion of the "Bin 99" program. "The fact that all these recyclable materials–mostly comprised of general household packaging, food containers and old toys came from less than 40 employees living less than 10 miles away from the facility shows that communities of any size can truly make a difference in reimagining waste."

"When Bin 99 kicked off in July of 2020, we had no idea that we would ever reach such a milestone," said Esther Steffen, Finance Controller at Brightmark and Co-Champion of the "Bin 99" program. “It is spectacular to know it was entirely complied in a little over a year by our own staff which shows the company-wide dedication to sustainably renewing plastic waste and pursuing a circular future.”

When fully operational, Brightmark's Ashley, Indiana Plastics Renewal Facility, now in pilot phase, will divert 100,000 tons of plastic waste each year from landfills and incinerators and convert it into 18 million gallons of ultra-low sulfur diesel fuel and naphtha blend stocks and 6 million gallons of wax – this is more plastic than the weight of 5,400 tractor-trailers or seven Brooklyn Bridges. The facility is anticipated to achieve fully operational status in 2022.

ABOUT BRIGHTMARK

Brightmark is a global waste solutions company with a mission to reimagine waste. The company takes a holistic, closed loop, circular economy approach to tackling the planet’s most pressing environmental challenges with imagination and optimism for the future. Through the deployment of disruptive, breakthrough waste-to-energy solutions focused on plastics renewal (plastic waste-to-fuel) and renewable natural gas (organic waste-to-fuel), Brightmark enables programs specifically tailored to environmental needs in order to build scalable project solutions that have a positive impact on the world and communities in which its stakeholders live and work. For more information, visit www.brightmark.com.


Contacts

Media:
Cory Ziskind
ICR
This email address is being protected from spambots. You need JavaScript enabled to view it.
646-277-1232

HOUSTON--(BUSINESS WIRE)--Helix Energy Solutions Group, Inc. (NYSE: HLX) announced today that it will participate virtually in the Bank of America Securities 2021 Global Energy Conference on Wednesday, November 17, 2021.


Any investor presentation provided during the virtual conference will be publicly available and may be accessed on the “For the Investor” page of Helix’s website, www.HelixESG.com.

About Helix

Helix Energy Solutions Group, Inc., headquartered in Houston, Texas, is an international offshore energy services company that provides specialty services to the offshore energy industry, with a focus on well intervention and robotics operations. For more information about Helix, please visit our website at www.HelixESG.com.


Contacts

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

HOUSTON--(BUSINESS WIRE)--SilverBow Resources, Inc. (NYSE: SBOW) (“SilverBow” or “the Company”) today announced it has entered into an amendment to its senior secured revolving credit facility (“Credit Facility”) under which the borrowing base has been increased from $300 million to $460 million in connection with its regularly scheduled semi-annual redetermination and in conjunction with closing its previously announced acquisition on October 11, 2021. Concurrently, the Company has also entered into an amendment to its Second Lien Notes Purchase Agreement (“Second Lien Facility”) which extends the maturity date from December 2024 to December 2026 subject to paying down the principal amount of the Second Lien Facility from $200 million to $150 million. The Company intends to make the $50 million payment later this month.


MANAGEMENT COMMENTS

Sean Woolverton, SilverBow’s Chief Executive Officer, commented, “I would like to thank our bank syndicate for their support as we continue to execute on our key objectives. The 50% increase to our borrowing base reflects the value SilverBow has added through the drillbit, our previously announced acquisitions and improved commodity prices. Our liquidity is now at the highest level it has been since early 2018.”

Mr. Woolverton commented further, “SilverBow is well positioned to play offense as we evaluate strategic M&A and further develop our Eagle Ford and Austin Chalk assets. The Company’s enhanced liquidity broadens our opportunity set, as evidenced by the maturity extension and redemption optionality of our Second Lien Facility. By extending the maturity runway to late 2026, we can be thoughtful on adding accretive assets to the portfolio, generating free cash flow and further enhancing shareholder value.”

LIQUIDITY UPDATE

As of October 31, 2021, the Company had $2.6 million in cash and $199 million of outstanding borrowings under its Credit Facility. Adjusted for the increase to the borrowing base to $460 million, the Company had $261 million of undrawn capacity and $2.6 million in cash, resulting in $264 million of liquidity. This is not inclusive of the aforementioned $50 million paydown of the Second Lien Facility.

ABOUT SILVERBOW RESOURCES, INC.

SilverBow Resources, Inc. (NYSE: SBOW) is a Houston-based energy company actively engaged in the exploration, development, and production of oil and gas in the Eagle Ford Shale and Austin Chalk in South Texas. With over 30 years of history operating in South Texas, the Company possesses a significant understanding of regional reservoirs which it leverages to assemble high quality drilling inventory while continuously enhancing its operations to maximize returns on capital invested. For more information, please visit www.sbow.com. Information on the Company’s website is not part of this release.

FORWARD-LOOKING STATEMENTS

This release includes “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking statements represent management's expectations or beliefs concerning future events, and it is possible that the results described in this release will not be achieved. These forward-looking statements are based on current expectations and assumptions and are subject to a number of risks and uncertainties, many of which are beyond our control. Important factors that could cause actual results to differ materially from our expectations include, but are not limited to, risks and uncertainties discussed in the Company’s reports filed with the Securities and Exchange Commission. All forward-looking statements speak only as of the date of this news release. You should not place undue reliance on these forward-looking statements.


Contacts

Jeff Magids
Director of Finance & Investor Relation
(281) 874-2700, (888) 991-SBOW

Product shipments and deployments remain on schedule

WILSONVILLE, Ore.--(BUSINESS WIRE)--ESS Tech, Inc. (NYSE:GWH) (“ESS” or “ESS Inc.”), a U.S. manufacturer of long-duration batteries for commercial and utility-scale energy storage applications, today announced financial results for its third quarter of 2021 ended September 30, 2021. Given the Company’s public listing occurred in the current quarter, ESS will not host a conference call related to the third quarter results, but will hold quarterly earnings calls beginning with fourth quarter of 2021 results.

“ESS made immense progress in the third quarter and, in October, became the first publicly traded U.S. long-duration storage company. We continue to produce and ship towards our goal and continue to ramp operations in support of our journey to be the leading provider of long-duration energy storage,” said Eric Dresselhuys, CEO of ESS. “Looking ahead, our pipeline and backlog remain robust, and we are rapidly expanding capacity to satisfy the accelerating worldwide demand for long-duration energy storage. While supply constraints remain a concern for most manufacturers, we feel we are in a solid position to deliver on our opportunities in the coming quarters, and will continue to monitor the situation and proactively work with our partners to manage any issues. I am confident in our ability to increase manufacturing capacity and expand our sales and support footprint to bring long-duration iron flow battery technology to the world.”

Recent Operational Highlights

  • Secured an additional 45,000 sq/ft of manufacturing space in Wilsonville, OR
  • Global identified opportunities in excess of $8 billion, compared to $7 billion at the end of the second quarter 1
  • Customers continue to mature through pipeline for 2022 with 72%+ classified as booked or awarded
  • Successful hiring efforts led to a more than 30% increase in total company headcount in Q3

1

Our $8.0 billion pipeline of visible potential opportunities for 2021 through 2027 was determined based on named projects with customers ESS has spoken to and signed non-disclosure agreements to discuss the projects. Within our pipeline, we classify opportunities as (i) booked (ESS and the potential customer have signed a contract and ESS has received a purchase order), (ii) awarded (ESS has been notified by a customer that they have been selected for a potential contract), (iii) negotiating (ESS and the potential customer are negotiating a potential contract) and (iv) qualifying (ESS and the potential customer are determining whether move forward with contract negotiations).

Third Quarter 2021 Business Highlights

  • ESS finalized the business combination with ACON S2 Acquisition Corp. on October 11, 2021, and its shares and warrants began trading on the New York Stock Exchange (“NYSE”) under the new ticker symbols “GWH” and “GWH.W”, respectively. The closing of the business combination resulted in cash received of $246 million, including a private investment in public equity (PIPE). All prior ESS shareholders rolled 100% of their equity holdings into the new public company.
  • On August 3, 2021, ESS announced it was selected by TerraSol Energies, Inc., a developer and manager of turnkey solar and storage solutions for commercial customers, to deliver an ESS Energy Warehouse flow battery at a commercial facility in Pennsylvania. The Energy Warehouse system will be integrated with solar PV as part of a microgrid to reduce electricity demand charges and provide safe, sustainable backup power to Sycamore International, an Information Technology Asset Disposition (ITAD) company with a focus on data security.
  • On September 16, 2021, ESS announced expanded coverage of its industry-leading 10-year warranty insurance coverage for its Energy Center product through Munich Re, the world’s largest reinsurance company. The innovative policy provides a warranty backstop for ESS Inc.’s proprietary flow battery technology and electrolyte management system, supporting the system performance guarantee regardless of project size or location. ESS has also collaborated with Munich Re to similarly expand its Project Cover to ensure a bankable product offering for the Energy Center. The Cover eliminates any technology or business continuity risk for operators and can be extended to provide long-term assurance of project performance to system owners, investors and lenders.
  • On September 23, 2021, ESS announced a contract with Enel Green Power España to deliver 17 ESS Energy Warehouse iron flow battery systems, which will be used to support a solar farm in Spain as a part of a broader EU-wide engagement, providing resilience for the local power grid. With a combined capacity of 8.5 MWh, the ESS systems will be among the largest battery storage resources in Spain.
  • On September 30, 2021, ESS announced that it has entered into a framework agreement with SB Energy, a wholly owned subsidiary of SoftBank Group Corp, to deploy 2 GWh of ESS batteries through 2026. The first ESS system has already been delivered to an SB Energy location in Davis, California, and is currently being commissioned. SB Energy plans to install additional ESS flow battery systems to complement its expanding portfolio of solar power projects in Texas and California.

About ESS, Inc.

ESS Inc. (NYSE: GWH) designs, builds and deploys environmentally sustainable, low-cost, iron flow batteries for long-duration commercial and utility-scale energy storage applications requiring from 4 to 12 hours of flexible energy capacity. The Energy Warehouse™ and Energy Center™ use earth-abundant iron, salt, and water for the electrolyte, resulting in an environmentally benign, long-life energy storage solution for the world’s renewable energy infrastructure. Established in 2011, ESS Inc. enables project developers, utilities, and commercial and industrial facility owners to make the transition to more flexible non-lithium-ion storage that is better suited for the grid and the environment. For more information, visit www.essinc.com.

Forward-Looking Statements

This communication contains certain forward-looking statements, including statements regarding ESS’ and its management team’s expectations, hopes, beliefs, intentions or strategies regarding the future. The words “anticipate”, “believe”, “continue”, “could”, “estimate”, “expect”, “intends”, “may”, “might”, “plan”, “possible”, “potential”, “predict”, “project”, “should”, “would” and similar expressions may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking. These forward-looking statements are based on ESS’ current expectations and beliefs concerning future developments and their potential effects on ESS. Many factors could cause actual future events to differ materially from the forward-looking statements in this communication. There can be no assurance that the future developments affecting ESS will be those that we have anticipated. These forward-looking statements involve a number of risks, uncertainties (some of which are beyond ESS’ control) or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements. Certain of these risks are identified and discussed in the section titled “Risk Factors” in the definitive proxy statement/prospectus filed by ACON S2 Acquisition Corp. with the Securities and Exchange Commission (“SEC”) on September 14, 2021 (the “Proxy Statement”). These risk factors will be important to consider in determining future results and should be reviewed in their entirety. Except as required by law, ESS is not undertaking any obligation to update or revise any forward-looking statements whether as a result of new information, future events or otherwise. Readers should carefully review the statements set forth in the reports which ESS has filed or will file from time to time with the SEC, including the Proxy Statement.

ESS Tech Subsidiary, Inc.
Condensed Balance Sheets
(In thousands, except share data)
 
As of
September 30,
2021
(Unaudited)
December 31,
2020
ASSETS
 
CURRENT ASSETS:
Cash and cash equivalents

$

8,019

 

$

4,901

 

Restricted cash

 

1,217

 

 

1,167

 

Prepaid expenses and other current assets

 

6,506

 

 

793

 

Total current assets

 

15,742

 

 

6,861

 

Property and equipment, net

 

2,007

 

 

1,836

 

Restricted cash

 

75

 

 

326

 

TOTAL ASSETS

$

17,824

 

$

9,023

 

 
LIABILITIES, REDEEMABLE CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS' DEFICIT
 
CURRENT LIABILITIES:
Accounts payable

$

3,037

 

$

522

 

Accrued and other current liabilities

 

4,595

 

 

2,194

 

Notes payable, current

 

23,415

 

 

5,678

 

Total current liabilities

 

31,047

 

 

8,394

 

 
Notes payable, non-current

 

2,253

 

 

19

 

Other non-current liabilities

 

3,662

 

 

2,258

 

Derivative liabilities

 

248,450

 

 

22,911

 

Warrant liabilities

 

-

 

 

3,329

 

Total liabilities

 

285,412

 

 

36,911

 

 
COMMITMENTS AND CONTINGENCIES (NOTE 5)
 
REDEEMABLE CONVERTIBLE PREFERRED STOCK:
Redeemable convertible preferred stock ($0.0001 par value, 62,072,064 and
61,436,037 shares authorized, 38,768,389 and 32,865,949 shares
issued and outstanding, liquidation preferences of $61,392 and
$46,391 as of September 30, 2021 and December 31, 2020, respectively)

 

90,073

 

 

34,372

 

 
STOCKHOLDERS' DEFICIT:
Common stock ($0.0001 par value; 79,000,000 shares authorized
as of September 30, 2021 and December 31, 2020
9,125,954 and 7,134,668 shares issued and outstanding
as of September, 2021 and December 31, 2020, respectively)

 

1

 

 

1

 

Common stock warrants

 

-

 

 

153

 

Additional paid-in capital

 

2,516

 

 

1,079

 

Accumulated deficit

 

(360,178

)

 

(63,493

)

Total stockholders' deficit

 

(357,661

)

 

(62,260

)

 
TOTAL LIABILITIES, REDEEMABLE CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS' DEFICIT

$

17,824

 

$

9,023

 

ESS Tech Subsidiary, Inc.
Condensed Statements of Operations and Comprehensive Loss
(Unaudited, in thousands, except share and per share data)
 
 
Three Months Ended
September 30,
Nine Months Ended
September 30,

2021

 

2020

 

2021

 

2020

 
Operating expenses
Research and development

$

7,672

 

$

3,935

 

$

19,546

 

$

8,903

 

Sales and marketing

 

1,048

 

 

279

 

 

2,261

 

 

876

 

General and administrative

 

2,316

 

 

630

 

 

7,667

 

 

2,178

 

Total operating expenses

 

11,036

 

 

4,844

 

 

29,474

 

 

11,957

 

 
Loss from operations

 

(11,036

)

 

(4,844

)

 

(29,474

)

 

(11,957

)

 
Other income (expense):
Interest expense, net

 

(1,582

)

 

(38

)

 

(1,693

)

 

(106

)

Gain (loss) on revaluation of warrant liabilities

 

(2,949

)

 

24

 

 

(17,753

)

 

78

 

Gain (loss) on revaluation of derivative liabilities

 

(36,703

)

 

2,089

 

 

(248,691

)

 

5,849

 

Other income (expense), net

 

945

 

 

(2

)

 

926

 

 

(64

)

Total other income (expense)

 

(40,289

)

 

2,073

 

 

(267,211

)

 

5,757

 

 
Loss before income taxes

 

(51,325

)

 

(2,771

)

 

(296,685

)

 

(6,200

)

 
Provision for income taxes

 

-

 

 

-

 

 

-

 

 

-

 

 
Net loss and comprehensive loss

$

(51,325

)

$

(2,771

)

$

(296,685

)

$

(6,200

)

 
 
 
Net loss per share - basic and diluted

$

(5.82

)

$

(0.39

)

$

(35.08

)

$

(0.87

)

 
Weighted average shares used in per share calculation
- basic and diluted

 

8,823,458

 

 

7,102,536

 

 

8,458,054

 

 

7,099,532

 

 


Contacts

Investors:
Erik Bylin
This email address is being protected from spambots. You need JavaScript enabled to view it.

Media:
Gene Hunt
Trevi Communications, Inc.
978-750-0333 x.101
This email address is being protected from spambots. You need JavaScript enabled to view it.

Records $13.5 million gain on sale of Electronics & Software business segment

MINNETONKA, Minn.--(BUSINESS WIRE)--Communications Systems, Inc. (NASDAQ: JCS) (“CSI” or the “Company”), which has operated as a global IoT intelligent edge products and IT managed services company, today announced consolidated financial results for the third quarter (“Q3”) ended September 30, 2021.


Management Comments for Q3 2021

Roger Lacey, CSI’s Interim CEO and Chairman of the Board, commented, “During Q3 2021, we continued our positive trajectory of growing revenues and improving margins in our Services & Support business segment, after the loss of that segment’s large educational customer. Our acquisitions of Ecessa in May of 2020 and IVDesk by JDL in late 2020, and our efforts to provide clients with add-on services resulted in a 74% increase of recurring revenues to $1.5 million in Q3 of 2021 as compared to the same quarter of last year, while margins improved due to steps we took to both lower our overhead and increase our higher-margin services revenue. Our focus in Q3 and continuing into Q4 has been on integrating the offerings of these three companies to create a new product for the market that leverages the success each has had in its space and to provide an end-to-end business solution for new and existing clients. Also of note, the sale of our Electronics & Software (“E&S”) business segment to Lantronix, Inc. (Nasdaq: LTRX) (“Lantronix”) closed on August 2, 2021. Therefore, all results from our former E&S segment are included in discontinued operations for the 2021 third quarter and all prior periods.”

Mr. Lacey added, “During the quarter, we continued to make progress towards our goal of completing the previously announced merger transaction with Pineapple Energy, LLC (“Pineapple”), a growing U.S. operator and consolidator of residential solar, battery storage, and grid services solutions. As previously announced, our plan has been to distribute available sale proceeds from any pre-merger divestitures, together with other available cash in the form of a cash dividend to existing CSI shareholders prior to the effective date of the Pineapple merger. On October 15, 2021, CSI paid a special dividend of $3.50 per share for a total of $34.0 million from the $40.9 million of cash, cash equivalents, and liquid investments on our balance sheet as of September 30, 2021, which included $23.6 million in proceeds received from Lantronix following the sale of the E&S segment.”

Mr. Lacey added, “Additionally, under terms of the merger agreement, each CSI shareholder as of the close of the business day immediately preceding the effective time of the merger will receive Contingent Value Rights (“CVRs”) that reflect the right to receive a portion of the net proceeds from the sale of legacy CSI businesses and assets, after the closing of the merger. The Company intends to pay any additional dividends prior to the merger and make any payments to the holders of the CVRs after the merger using supplementary cash, cash equivalents, and investments and proceeds to be received from other legacy CSI assets and businesses that may be sold before or after the merger with Pineapple is completed, including:

  • Up to an additional $7.0 million that may be paid by Lantronix to CSI in earnouts based on revenue milestones for the Transition Networks and Net2Edge businesses in the two 180-day periods following the August 2, 2021 closing of the sale.
  • Potential sale of Services & Support business segment.
  • Potential sale of real estate holdings and investments.”

Mark Fandrich, the Company’s Chief Financial Officer added, “On November 12, 2021, we filed with the Securities and Exchange Commission a registration statement on Form S-4 that includes a preliminary proxy statement of CSI relating to a special meeting to seek shareholder approval of the Pineapple merger transaction and other matters and that also constitutes a preliminary prospectus of CSI relating to the Pineapple merger transaction. This was an important milestone for the Pineapple merger transaction, and we look forward to providing additional updates to our shareholders as we move forward.”

CSI shareholders and investors should review the important information below under “Additional Information about the Merger and Where to Find It.”

Q3 2021 Summary

  • Q3 2021 consolidated sales from continuing operations decreased by 45.5% to $1.8 million compared to $3.4 million in Q3 2020 due the previously announced loss of a major educational customer.
  • Q3 2021 consolidated gross profit decreased by 39% to $0.7 million from $1.2 million in the same period of 2020. Gross margin increased to 39.1% in Q3 2021 from 35.0% in Q3 2020.
  • Q3 2021 consolidated operating loss from continuing operations was $1.9 million compared to a Q3 2020 consolidated operating loss from continuing operations of $965,000.
    • Services & Support operating income was $55,000 compared to operating income of $431,000 in Q3 2020.
    • Other operating expenses were $1.9 million, compared to $1.4 million of other operating expenses in Q3 2020, with the increase due to merger-related costs for the planned merger transaction with Pineapple.
  • Income from discontinued operations in Q3 2021 was $10.4 million and included the gain on the sale of the Company’s Electronics & Software segment. This compared to $961,000 from discontinued operations in Q3 2020.
  • Q3 2021 net income was $8.6 million, or $0.89 per diluted share, compared to a net income of $262,000, or $0.03 per diluted share, in Q3 2020.
  • At September 30, 2021, the Company had cash, cash equivalents, and liquid investments totaling $40.9 million, dividends payable of $34.0 million and working capital of $3.5 million.

Q3 2021 Segment Financial Overview

Services & Support

 

(in 000s)

Three Months

Ended September 30

Nine Months

Ended September 30

 

2021

2020

2021

2020

Sales

$ 1,947

$ 3,530

$ 5,719

$ 5,882

Gross profit

834

1,340

2,260

2,090

Operating (loss) income

55

431

(376)

370

Services & Support sales decreased 45% to $1,947,000 in the third quarter of 2021 compared to $3,530,000 in the third quarter of 2020. Revenues from the education sector decreased $2,248,000 or 97% in the third quarter of 2021 as compared to the 2020 third quarter due to the substantial completion of projects from the Company’s Florida school district customer in the prior year. The Company was not selected as the primary vendor on the next multi-year project for this school district, but has been selected as the secondary vendor for structured cabling and enterprise networking.

Revenue from sales to SMBs, which are primarily financial, healthcare and commercial clients, increased $721,000 or 69% in the third quarter of 2021 as compared to the third quarter of 2020 due to the acquisition of the assets of IVDesk on November 3, 2020. Project and product revenue decreased $2,314,000 or 89% in the third quarter of 2021 as compared to the third quarter of 2020 primarily due to the decrease in the education sector. Services and support revenue increased $731,000 or 80% as compared to the same quarter of the prior year due to the Company’s acquisition of Ecessa and its service and support revenue on its SD-WAN products as well as the acquisition of IVDesk, which contributed $634,000 in revenue during the quarter. Overall, Ecessa contributed $565,000 in revenue during the quarter, an increase of $30,000 over the third quarter of the prior year.

Gross profit decreased 38% to $834,000 in the third quarter of 2021 compared to $1,340,000 in the same period in 2020 due to the decrease in the education sector revenue. Gross margin increased to 42.8% in the third quarter of 2021 compared to 38.0% in the third quarter of 2020 due to the increase in services & support revenue, which has higher margins. Selling, general and administrative expenses decreased 17% in the third quarter of 2021 to $669,000, or 34.4% of sales, compared to $803,000, or 22.7% of sales, in the third quarter of 2020 due to lower compensation related expenses on lower headcount.

Services & Support reported operating income of $55,000 in the third quarter of 2021 compared to operating income of $431,000 in the same period of 2020, primarily due to lower revenues into the education sector.

Discontinued Operations

On August 2, 2021, the Company and Lantronix, Inc. (“Lantronix”) completed the sale by CSI to Lantronix of all issued and outstanding stock of CSI’s wholly owned subsidiary, Transition Networks, Inc., and the entire issued share capital of its wholly owned subsidiary, Transition Networks Europe Limited (collectively with Transition Networks, Inc., the “TN Companies”), pursuant to the securities purchase agreement dated April 28, 2021 (“E&S Sale Transaction”).

On March 11, 2020, CSI announced that its Suttle, Inc. subsidiary had sold the remainder of its business lines including inventory, related capital equipment, intellectual property, and customer relationships to a third party for $8.0 million in cash, with a net working capital adjustment.

As a result of the divestitures, CSI recognized income from discontinued operations of $10.4 million, including the gain on the E&S Sale Transaction, for Q3 2021 and $961,000 for Q3 2020.

Financial Condition

CSI’s balance sheet at September 30, 2021 included cash, cash equivalents, and liquid investments of $40.9 million, and working capital of $3.5 million. The balance sheet included $34.0 million dividends payable, and stockholders’ equity of $18.6 million.

Form 10-Q

For further information, please see the Company’s Form 10-Q, which will be filed on November 15, 2021.

About Communications Systems

Communications Systems, Inc., which has operated as an IoT intelligent edge products and IT managed services company, with its planned merger with Pineapple Energy will be positioned to acquire and grow leading local and regional solar, storage, and energy services companies nationwide. The vision is to power the energy transition through grass-roots growth of solar electricity paired with battery storage on consumers' homes.

No Offer or Solicitation

This press release is not intended to and shall not constitute an offer to buy or sell or the solicitation of an offer to buy or sell any securities, or a solicitation of any vote or approval, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the U.S. Securities Act of 1933, as amended.

Additional Information about the Merger and Where to Find It

In connection with the proposed Pineapple merger transaction, CSI filed with the SEC a registration statement on Form S-4 on November 12, 2021 (File No. 333-260999), that includes a preliminary proxy statement and that also constitutes a preliminary prospectus. CSI intends to file other relevant documents with the SEC regarding the proposed Pineapple merger transaction, including the definitive proxy statement/prospectus. The information in the preliminary proxy statement/prospectus is not complete and may be changed. This press release is not a substitute for the preliminary proxy statement/prospectus or registration statement or any other document that CSI may file with the SEC. The definitive proxy statement/prospectus (if and when available) will be mailed to shareholders of CSI.

INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE REGISTRATION STATEMENT, THE PRELIMINARY PROXY STATEMENT/PROSPECTUS, AND THE DEFINITIVE PROXY STATEMENT/PROSPECTUS IF AND WHEN IT BECOMES AVAILABLE AND ANY OTHER RELEVANT DOCUMENTS THAT MAY BE FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THOSE DOCUMENTS, CAREFULLY AND IN THEIR ENTIRETY BECAUSE THEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION ABOUT CSI AND THE PROPOSED PINEAPPLE MERGER TRANSACTION AND RELATED TRANSACTIONS. Investors and security holders are able to obtain free copies of the registration statement, preliminary proxy statement/prospectus and all other documents containing important information about CSI and the proposed transaction, once such documents are filed with the SEC, including the definitive proxy statement/prospectus if and when it becomes available, through the website maintained by the SEC at http://www.sec.gov. Copies of any documents CSI files with the SEC may be obtained free of charge on CSI’s website at https://www.commsystems.com/investor-resources under “Financial Reports.”

Participants in the Solicitation

CSI and certain of its directors and executive officers may be deemed to be participants in the solicitation of proxies in respect of the proposed transaction. Information about the directors and executive officers of CSI, including a description of their direct or indirect interests, by security holdings or otherwise, is set forth in CSI’s Annual Report on Form 10-K for the year ended December 31, 2020, which was filed with the SEC on March 31, 2021, and an amendment to the Annual Report on Form 10-K/A, which was filed on April 30, 2021. Investors may obtain additional information regarding the interests of those persons and other persons who may be deemed participants in the proposed transaction by reading the preliminary proxy statement/prospectus, including any amendments thereto, as well as the definitive proxy statement/prospectus if and when it becomes available and other relevant materials to be filed with the SEC regarding the proposed transaction when such materials become available. Investors should read the registration statement, the preliminary proxy statement/prospectus, and the definitive proxy statement/prospectus, if and when it becomes available, carefully before making any voting or investment decisions. You may obtain free copies of these documents from CSI through CSI’s website at https://www.commsystems.com/investor-resources under “Financial Reports.”

Forward-Looking Statements

This press release includes certain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including statements regarding future financial performance, future growth and future acquisitions. These statements are based on Communications Systems’ current expectations or beliefs and are subject to uncertainty and changes in circumstances. There can be no guarantee that the previously announced proposed CSI- Pineapple Energy merger transaction will be completed, or that it will be completed as currently proposed, or at any particular time. Actual results may vary materially from those expressed or implied by the statements here due to changes in economic, business, competitive or regulatory factors, and other risks and uncertainties affecting the operation of Communications Systems’ business, as well as the business of Pineapple Energy. These risks, uncertainties and contingencies are presented in the Company’s Annual Report on Form 10-K and, from time to time, in the Company’s other filings with the Securities and Exchange Commission. The information set forth herein should be read considering these risks. Further, investors should keep in mind that the Company’s financial results in any period may not be indicative of future results. Communications Systems is under no obligation to, and expressly disclaims any obligation to, update or alter its forward-looking statements, whether because of new information, future events, changes in assumptions or otherwise. Current factors include:

  • up to $7 million of the purchase price from the E&S Sale Transaction is structured in the form of an earnout based on revenues generated by Lantronix in the 360 days following closing, and there is no guaranty that sufficient revenues will be recognized for the earnout to be paid to the Company;
  • as a result of the August 2, 2021 E&S Sale Transaction, the Company is no longer allocating a portion of its general and administrative expenses to the E&S segment. Therefore, the Company’s non-allocated general and administrative expenses, which are separately accounted for as “Other,” increased in the third quarter and are expected to increase in the fourth quarter;
  • conditions to the closing of the previously announced CSI-Pineapple merger transaction may not be satisfied on a timely basis or at all or the merger may involve unexpected costs, liabilities or delays;
  • related to the CSI-Pineapple merger transaction, the Company’s ability to successfully sell its other existing operating business assets and its real estate assets at a value close to their current fair market value and distribute these proceeds to its existing shareholder base;
  • the fact that the continuing CSI-Pineapple entity will be entitled to retain ten percent of the net proceeds of CSI legacy assets that are sold pursuant to any agreements entered into after the effective date of the CSI-Pineapple closing;
  • the occurrence of any other risks to consummation of the CSI-Pineapple merger transaction, including the risk that the CSI-Pineapple merger transaction will not be consummated within the expected time period or at all, or the occurrence of any event, change or other circumstances that could give rise to the termination of the CSI-Pineapple merger transaction including because the merger and the pre-closing acquisition of Hawaii Energy Connection, LLC and E-Gear, LLC were not completed by August 31, 2021;
  • risks that the CSI-Pineapple merger transaction will disrupt current CSI plans and operations or that the business or stock price of CSI may suffer as a result of uncertainty surrounding the CSI-Pineapple merger transaction;
  • the risk that CSI shareholders may not receive any payment on the contingent value rights (CVRs) that will be distributed in connection with the merger and the CVRs may otherwise expire valueless;
  • the outcome of any legal proceedings related to the CSI-Pineapple merger transaction; and
  • the fact that CSI cannot yet determine the exact amount and timing of any additional pre-CSI-Pineapple merger transaction dividends or the value of the Contingent Value Rights that CSI intends to distribute to its shareholders immediately prior to the effective date of the CSI-Pineapple merger.

Selected Income Statement Data

 

 

Unaudited

 

 

Three Months Ended

 

Nine Months Ended

 

 

 

Sept. 30, 2021

 

Sept. 30, 2020

 

 

Sept. 30, 2021

 

Sept. 30, 2020

Sales

 

$

1,828,299

$

3,354,306

 

$

5,313,047

$

5,321,683

Gross profit

 

 

715,771

 

1,172,717

 

 

1,853,716

 

1,565,208

Operating loss from continuing operations

 

 

(1,867,432)

 

(964,500)

 

 

(6,156,026)

 

(4,043,747)

Operating loss from continuing operations before income taxes

 

 

(1,797,915)

 

(689,766)

 

 

(6,321,864)

 

(3,096,337)

Income tax expense

 

 

5,170

 

8,952

 

 

5,760

 

4,049

Income from discontinued operations

 

 

10,411,404

 

961,083

 

 

10,835,605

 

2,931,863

Net income (loss)

 

$

8,608,319

$

262,365

 

$

4,507,981

$

(168,523)

 

 

 

 

 

 

 

 

 

 

 

Basic net income (loss) per share

 

$

0.89

$

0.03

 

$

0.48

$

(0.02)

Diluted net income (loss) per share

 

$

0.89

$

0.03

 

$

0.47

$

(0.02)

Cash dividends declared per share

 

$

3.50

$

0.00

 

$

3.50

$

0.04

 

 

 

 

 

 

 

 

 

 

 

Average basic shares outstanding

 

 

9,631,064

 

9,355,425

 

 

9,476,264

 

9,323,902

Average dilutive shares outstanding

 

 

9,715,252

 

9,444,986

 

 

9,660,317

 

9,323,902

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Selected Balance Sheet Data

 

 

 

 

 

 

 

 

 

 

 

 

 

Unaudited

Sept. 30, 2021

 

Audited

Dec. 31, 2020

 

 

 

 

 

Total assets

 

$

56,962,123

$

55,556,325

 

 

 

 

 

Cash, cash equivalents & liquid investments

 

 

40,940,150

 

21,456,865

 

 

 

 

 

Working capital

 

 

3,540,530

 

28,320,602

 

 

 

 

 

Property, plant and equipment, net

 

 

5,800,827

 

7,242,072

 

 

 

 

 

Long-term liabilities

 

 

466,689

 

623,947

 

 

 

 

 

Stockholders’ equity

 

 

18,564,955

 

47,494,727

 

 

 

 

 

 


Contacts

Communications Systems, Inc.
Roger H. D. Lacey
Executive Chair and Interim Chief Executive Officer
952-996-1674

Mark D. Fandrich
Chief Financial Officer
952-582-6416
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The Equity Group Inc.
Lena Cati
Vice President
212-836-9611
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Devin Sullivan
Senior Vice President
212-836-9608
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WASHINGTON--(BUSINESS WIRE)--Instituting a ban on U.S. crude exports has currently been put forward for consideration as a “tool” to alleviate rising U.S. gasoline prices—average price in October up 36% from a year ago. This is one of the notable factors contributing to the surge in inflation, the highest increase in U.S. consumer prices in 31 years. However, the unintended consequences of such a policy would likely increase gasoline prices rather than lower them, according to a new analysis by IHS Markit (NYSE: INFO), a world leader in critical information, analytics and solutions.


“A U.S. crude oil export ban would make the situation worse—for the United States and the world—at a time when global supply chains are already under exceptional strain,” said Jim Burkhard, vice president and head of crude oil markets, IHS Markit. “Such a ban would disrupt global oil supply chains, run counter to decades of U.S. policy promoting the free flow of oil and gas, lead to inefficient and costly re-allocation of domestic crude oil production, disrupt supplies for allies and discourage domestic production—which would all put upward pressure on U.S. gasoline prices. It would also send an unnerving signal to allies and partners about the reliability of the United States.”

Gasoline prices in the United States are connected to the global oil and gasoline market—and not the price of domestically produced crude oil, the analysis notes. A ban on exporting domestic U.S. crude oil production may lower the price of domestic crude. However, this could discourage production of both oil and natural gas with the result likely being a tighter world oil market—without lowering gasoline prices.

Instead, the disruption to the oil supply chain—both domestically and internationally—would likely increase gasoline prices, the analysis finds.

“Removing the 3 million barrels per day of crude that the United States exports to Europe, Asia and elsewhere would deliver a shock to the world market. The lost barrels would have to be replaced from somewhere else. And it is not clear if all of that could or would be replaced in a tight market,” said Burkhard. “Such a disruption of international crude oil flows would lead to a scramble to find other oil and generate more upward pressure on crude oil prices—and thus increase the price of U.S. gasoline.”

Implementing an export ban would also force a costly and inefficient re-allocation of crude oil supplies to refineries, the analysis says.

A large share of U.S. refining capacity is configured to process a different type of crude than the kind that the United States exports. Refineries in the United States are already operating at high utilization rates. Additional processing of another type of crude—a type that those refineries are not designed for—would only occur with increasing inefficiency, says the analysis.

Geography is also a complicating factor. Oil produced in Texas and the central United States that otherwise would be exported is difficult and costly to move to refining centers on the Atlantic or Pacific coasts. There are no crude oil pipelines to either coast and what rail facilities exist have been out of use.

“Without the ability to export U.S. crude, you enter a situation where there is a tighter global oil market or U.S. refineries are inefficiently processing types of crude that they are not configured for, or both,” said Kurt Barrow, vice president, oil markets, midstream and downstream, IHS Markit. “This would lead to supply chain and processing inefficiencies and possibly even higher gasoline prices as a direct result of an export ban.”

The most effective supply-side force that could lower oil prices is more oil production, the analysis finds. The United States is currently expected to be the world’s leading source of oil production growth in 2022. The imposition of a crude export ban could place that growth in jeopardy.

“Instituting a crude exports ban would threaten U.S. oil production growth and make the world oil market more heavily dependent on OPEC+ increasing their production to meet demand,” said Burkhard. “This would test the amount of additional production capacity available in the rest of the world.”

About IHS Markit (www.ihsmarkit.com)
IHS Markit (NYSE: INFO) is a world leader in critical information, analytics and solutions for the major industries and markets that drive economies worldwide. The company delivers next-generation information, analytics and solutions to customers in business, finance and government, improving their operational efficiency and providing deep insights that lead to well-informed, confident decisions. IHS Markit has more than 50,000 business and government customers, including 80 percent of the Fortune Global 500 and the world’s leading financial institutions. Headquartered in London, IHS Markit is committed to sustainable, profitable growth.

IHS Markit is a registered trademark of IHS Markit Ltd. and/or its affiliates. All other company and product names may be trademarks of their respective owners © 2021 IHS Markit Ltd. All rights reserved.


Contacts

News Media

Jeff Marn
IHS Markit
+1 202 463 8213
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Press Team
+1 303 858 6417
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- Suggested strategies for zero carbon emission from power generation, power network reinforcement and optimal operation, and securing of key technologies on time



- Entered into a business agreement for promoting technology development strategies and projects, and promoting mutual cooperation to support the realization of the vision

GWANGJU, South Korea--(BUSINESS WIRE)--#BIXPO2021--Korea Electric Power Corporation (KEPCO, President & CEO: Cheong Seung-il) (KRX:015760) and six public power enterprises declared 'ZERO for Green,' the vision for carbon neutrality at the BIXPO 2021 opening ceremony held on November 10 at Kimdaejung Convention Center in Gwangju.

The vision declaration was organized for public power companies to express their strong commitment to fulfilling the responsibility for carbon neutrality and turning it into a new opportunity.

At the same time, the companies announced the joint technology development strategies for supporting the fulfillment of the vision along with a key project to implement the strategies and entered into a business agreement to further strengthen solidarity and cooperation.

The 'ZERO for Green' conveys the public power companies’ strong commitment to leading innovation for achieving carbon neutrality throughout the value chain process of the power industry, such as energy production (power generation), distribution (power network), and use (efficient consumption). The 'ZERO' stands for Zero Emission, Reliable Energy, and On Time.

To achieve ZERO for Green, it is necessary to select essential technologies for realizing carbon neutrality in the energy transformation sector and to improve technological level by expanding investment in the technologies.

For the carbon-neutral technology development strategies announced together with the vision declaration, improving the efficiency of energy supply and consumption, expanding renewable energy to reduce carbon emissions in power generation industry, transforming to hydrogen and ammonia fuel, and establishing an intelligent power grid for power distribution to consumers were set as the key technological development areas, and the promotional directions for each area were suggested.

Recognizing the importance of cooperation in developing, verifying, and spreading key technologies in the process of realizing carbon neutrality, the public power companies entered into a business agreement for carbon neutrality in order to solidify and declare their cohesive power, and thus further promote solidarity and cooperation in all areas of the power industry ecosystem.

The vision declaration holds significance as it was the first official declaration of public power companies’ will to establish and implement a joint vision and strategies for realizing carbon neutrality as the key players for energy transformation.

While continuously focusing their capacities on achieving 'ZERO for Green,' the carbon neutrality vision, the public power companies will encourage domestic and international stakeholders’ participation in the energy industry ecosystem for de-carbonization and technology innovation based on solidarity and cooperation, and ultimately promote joint effort to realize the national goal of carbon neutrality.


Contacts

For KEPCO
PR HOUSE
Ara Jo
+82 (70) 4278-1938
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Crane and Padmanathan to advance Heliogen’s mission of replacing fossil fuel with concentrated sunlight

PASADENA, Calif.--(BUSINESS WIRE)--#ArtificialIntelligence--Heliogen, Inc. (“Heliogen” or the “Company”), a leading provider of AI-enabled concentrated solar power, today announced that David Crane and Paddy Padmanathan have been nominated to join Heliogen’s Board of Directors upon closing of the Company’s business combination with Athena Technology Acquisition Corp. (NYSE: ATHN).


“We are pleased to nominate David and Paddy to join Heliogen’s post-combination Board,” said Bill Gross, Founder and Chief Executive Officer of Heliogen. “Both David and Paddy bring exceptional experience in the renewable energy sector, and extensive knowledge and expertise in scaling innovative technologies to transform the way we produce and consume energy. Their additions complement our Board’s skills and experiences, and we are confident they will provide valuable perspectives as we continue to execute our strategy and scale our technology to decarbonize the energy and industrial sectors.”

Mr. Crane has been the CEO at Climate Real Impact Solutions, a family of climate/sustainability-focused special purpose acquisition corporations, since August 2020. Previously, Mr. Crane was CEO of NRG from 2003 to 2015, leading the company from chapter 11 to the Fortune 200. Mr. Crane pioneered the yieldco asset class with the IPO of NRG Yield in July 2013. Mr. Crane also led NRG to the forefront of next-generation clean energy development through large scale initiatives in utility scale renewables (now Clearway), residential solar, post-combustion carbon capture (Petra Nova) and DC fast charging (EVGO). Prior to NRG, Mr. Crane was first COO and then CEO of International Power Plc, a UK-domiciled FTSE-100 company from 2000 to 2003.

During Mr. Crane’s tenure, NRG won numerous industry, community, and environmental awards, including multiple “transaction of the year” awards. Mr. Crane was named Energy Industry “CEO of the Year” by EnergyBiz in 2010, top CEO in the electric utility sector by Institutional Investor in 2011 and “Entrepreneur of the Year” by Ernst & Young in 2010. Mr. Crane was also awarded the Corporate Environmental Leadership award by GlobalGreen in 2014 and the Equinox Solar Champion Award and The C.K. Prahalad Award for Global Sustainability Business Leadership, both in 2015.

Mr. Crane also serves on the Boards of Directors of the Saudi Electricity Company, the national electricity company of Saudi Arabia, Tata Steel and JERA, a power generation joint venture between Tokyo Electric and Chubu Electric. He also serves on the not-for-profit Boards of Elemental Excelerator, The Climate Group NA, as well as being a B Team Leader, where he chairs the B Team’s Net Zero Initiative. Through his public advocacy and his writings, including his seminal 2014 Letter to Shareholders, Mr. Crane has set forth the case for the leading role to be played by the private sector and transformational capitalism more generally in combating climate change, which he calls the “moral imperative of our time.” Mr. Crane graduated with a A.B. from Princeton University and a J.D. from Harvard Law School.

Mr. Padmanathan is a seasoned engineering and energy expert with over 40 years of experience. He is the President and CEO of ACWA Power (TADAWUL:2082), having spearheaded its expansion from a startup in 2006 to a leading private developer, owner and operator of power generation and desalinated water and green hydrogen production plants. Today, ACWA Power employs 3,500 people and is present in 13 countries in the Middle East, Africa and Asia. The company has a portfolio of 65 power and/or desalinated water projects representing 42 GW of power generation and 6.4 million m3/day of desalinated water production capacity to address the needs of state utilities and industries. ACWA Power has developed some of the world’s largest solar power plants, of both CSP and PV technology and continues to be at the forefront in reducing the cost of renewable energy on a global scale and in promoting localization of technology and industrialization of the emerging economies in which it invests.

Prior to joining ACWA Power, Mr. Padmanathan was Vice President and Corporate Officer at Black and Veatch, where he was responsible for developing privately financed power, water and wastewater projects in over a dozen countries. Before that, Mr. Padmanathan was the Chief Executive of Black & Veatch Africa Limited and an Executive Director of Burrow Binnie International Ltd. Mr. Padmanathan began his career as an Engineer at John Burrow and Partners Overseas.

Mr. Padmanathan holds a degree in Engineering from the University of Manchester, United Kingdom, and in addition to his executive responsibilities at ACWA Power, also serves on the board of directors of several companies involved in power and water development across the globe, including BESIX, XLink Ltd and Desolenator BV.

About Heliogen

Heliogen is a renewable energy technology company focused on eliminating the need for fossil fuels in heavy industry and powering a sustainable future. The company’s AI-enabled, modular concentrated solar technology aims to cost-effectively deliver near 24/7 carbon-free energy in the form of heat, power, or green hydrogen fuel at scale – for the first time in history. Heliogen was created at Idealab, the leading technology incubator founded by Bill Gross in 1996. For more information about Heliogen, please visit heliogen.com.

On July 6, 2021, Heliogen entered into a definitive business combination agreement with Athena Technology Acquisition Corp. (NYSE: ATHN). Upon the closing of the business combination, Heliogen will become publicly traded on the New York Stock Exchange under the new ticker symbol "HLGN". Additional information about the transaction can be viewed here: www.heliogen.com/investor-center/.

Additional Information and Where to Find It

In connection with the proposed business combination, Athena Technology Acquisition Corp. (“Athena”) has filed with the Securities and Exchange Commission (“SEC”) a registration statement on Form S-4 containing a preliminary proxy statement and a preliminary prospectus which has not yet become effective. After the registration statement is declared effective, Athena will mail a definitive proxy statement/prospectus relating to the proposed business combination to its stockholders. This press release does not contain all the information that should be considered concerning the proposed business combination and is not intended to form the basis of any investment decision or any other decision in respect of the business combination. Additional information about the proposed business combination and related transactions will be described in Athena’s combined proxy statement/prospectus relating to the proposed business combination and the businesses of Athena and Heliogen, Inc. (“Heliogen”), which Athena has filed with the SEC. The proposed business combination and related transactions will be submitted to stockholders of Athena for their consideration. Athena’s stockholders and other interested persons are advised to read the preliminary proxy statement/prospectus and the amendments thereto and the definitive proxy statement/prospectus, when available, and other documents filed in connection with Athena’s solicitation of proxies for its special meeting of stockholders to be held to approve, among other things, the proposed business combination and related transactions, because these materials will contain important information about Heliogen, Athena and the proposed business combination and related transactions. When available, the definitive proxy statement/prospectus and other relevant materials for the proposed business combination will be mailed to stockholders of Athena as of a record date to be established for voting on the proposed business combination and related transactions. Stockholders may also obtain a copy of the preliminary or definitive proxy statement/prospectus, once available, as well as other documents filed with the SEC by Athena, without charge, at the SEC’s website located at www.sec.gov or by directing a request to Phyllis Newhouse, President and Chief Executive Officer, Athena Technology Acquisition Corp., 125 Townpark Drive, Suite 300, Kennesaw, GA 30144, or by telephone at (970) 924-0446.

Participants in the Solicitation

Athena, Heliogen and their respective directors and executive officers and other persons may be deemed to be participants in the solicitations of proxies from Athena’s stockholders in respect of the proposed business combination and related transactions. Information regarding Athena’s directors and executive officers is available in its Registration Statement on Form S-1 and the prospectus included therein filed with the SEC on March 3, 2021. Additional information regarding the participants in the proxy solicitation and a description of their direct and indirect interests will be contained in the preliminary and definitive proxy statements/prospectus related to the proposed business combination and related transactions when it becomes available, and which can be obtained free of charge from the sources indicated above.

No Offer or Solicitation

This communication shall not constitute a solicitation of a proxy, consent or authorization with respect to any securities or in respect of the proposed transaction. This communication shall also not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any states or jurisdictions in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.


Contacts

Heliogen Media Contact:
Leo Traub, Antenna Group
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+ 1 (646) 883 3562

Heliogen Investor Contact:
Caldwell Bailey, ICR Inc.
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-BioCloud Positive Detection Confirmed by Third-Party Laboratory Testing and Generates Significant Data and Analytics-

TORONTO--(BUSINESS WIRE)--Kontrol Technologies Corp. (NEO:KNR) (OTCQB:KNRLF) (FSE:1K8) ("Kontrol" or the "Company") a leader in smart buildings and cities through IoT, Cloud and SaaS technology, today announced that the Kontrol BioCloud (or "BioCloud") technology delivered repeated, real-time detections of COVID-19 from four individuals.


The successful detection was completed as part of Kontrol's internal data, analytics, and reporting, as supported by PCR testing and independent laboratory confirmation of positive detection results.

"Completing multiple successful positive detections represents another significant milestone achieved for BioCloud,” said Paul Ghezzi, CEO of Kontrol. “In addition, we were able to collect a significant amount of real-time data that will provide additional value to our partners, customers and other applicable relevant organizations. The in-field validation provides critical information on the operation of BioCloud in the presence of the SARS-CoV-2 virus and further advances BioCloud as a leading ambient air monitoring technology."

The data collocated is based on a number of metrics which are divided into four primary sections in the results compiled by the Company. See link to report at https://kontrolbiocloud.com/positivedetection

  • Determination of BioCloud detection response in a defined area
  • Determination of SARS-CoV-2 viral collection efficiency from the BioCloud analyzer target system with independent validation from a laboratory PCR test
  • Examine and monitor SARS-CoV-2 virus concentration distribution and variations in a defined area during various uses of that area
  • Examine participant viral shedding response over a period of time

"BioCloud was designed as an early detection system for viruses and pathogens by continuously monitoring and sampling the ambient air in rooms where individuals gather," said Gary Saunders, President of Kontrol BioCloud. "The results achieved through real-time detection of the SARS-CoV-2 virus is further validation of the value of our technology, and the important data collected in real-time will be shared with researchers and government agencies.”

Further updates on BioCloud will be provided on the Q3 Conference Call.

Kontrol will host a conference call on Monday, November 15th, 2021, at 4:30 PM EST to discuss Kontrol’s third quarter 2021 financial results. To participate, please use the following information:

Title:

Kontrol Technologies Reports Q3 2021 Financial Results

Event Date and Time:

Monday, November 15, 2021, at 4:30 PM EST

Event Duration:

30 Minutes

Event Link:

Kontrol Technologies Q3 2021 Webcast

Conference Call- in Numbers:

Toronto Local: 416-764-8609

North American Toll Free: 888-390-0605

Confirmation #:

51630465

Please dial in at least 5 minutes before the call start time to ensure timely participation.

About Kontrol BioCloudTM

Kontrol BioCloud (“BioCloud”) is an operating subsidiary of Canadian public company Kontrol Technologies. The BioCloud technology is a real-time analyzer designed to detect airborne viruses and pathogens. BioCloud is an air quality technology and not a medical device. BioCloud has been designed to operate as a safe space technology by sampling the air quality continuously. With a proprietary detection chamber that can be replaced as needed, viruses are detected, and a silent notification system is created. BioCloud can be applied to any space where individuals gather including classrooms, offices, retirement homes, hospitals, mass transportation and others.

Additional information about Kontrol BioCloud can be found on its website at www.kontrolbiocloud.com

About Kontrol Technologies Corp.

Kontrol Technologies Corp., a Canadian public company, is a leader in smart buildings and cities through IoT, Cloud and SaaS technology. Kontrol provides a combination of software, hardware, and service solutions to its customers to improve energy management, air quality and continuous emission monitoring.

Additional information about Kontrol Technologies Corp. can be found on its website at www.kontrolcorp.com and by reviewing its profile on SEDAR at www.sedar.com

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Neither IIROC nor any stock exchange or other securities regulatory authority accepts responsibility for the adequacy or accuracy of this release.

Forward-Looking Statements

This news release contains "forward-looking information" within the meaning of applicable securities laws. All statements contained herein that are not clearly historical in nature may constitute forward-looking information. In some cases, forward-looking information can be identified by words or phrases such as "may", "will", "expect", "likely", "should", "would", "plan", "anticipate", "intend", "potential", "proposed", "estimate", "believe" or the negative of these terms, or other similar words, expressions, and grammatical variations thereof, or statements that certain events or conditions "may" or "will" happen, or by discussions of strategy.

Where Kontrol expresses or implies an expectation or belief as to future events or results, such expectation or belief is based on assumptions made in good faith and believed to have a reasonable basis. Such assumptions include, without limitation, that sufficient capital will be available to the Company and that technology will be as effective as anticipated.

However, forward-looking statements are subject to risks, uncertainties, and other factors, which could cause actual results to differ materially from future results expressed, projected, or implied by such forward-looking statements. Such risks include, but are not limited to, that sufficient capital and financing cannot be obtained on reasonable terms, or at all, that technologies will not prove as effective as expected, that customers and potential customers will not be as accepting of the Company's product and service offering as expected, and government and regulatory factors impacting the energy conservation industry. Kontrol BioCloud is an air quality technology and not a medical device. The Company is not making any express or implied claims that its product has the ability to eliminate, cure or contain the COVID-19 (or SARS-2 Coronavirus).

Accordingly, undue reliance should not be placed on forward-looking statements and the forward-looking statements contained in this press release are expressly qualified in their entirety by this cautionary statement. The forward-looking statements contained herein are made as at the date hereof and are based on the beliefs, estimates, expectations, and opinions of management on such date. Kontrol does not undertake any obligation to update publicly or revise any such forward-looking statements or any forward-looking statements contained in any other documents whether as a result of new information, future events or otherwise or to explain any material difference between subsequent actual events and such forward-looking information, except as required under applicable securities law. Readers are cautioned to consider these and other factors, uncertainties, and potential events carefully and not to put undue reliance on forward-looking information.


Contacts

Kontrol Technologies Corp.
Paul Ghezzi
CEO
This email address is being protected from spambots. You need JavaScript enabled to view it.
180 Jardin Drive, Unit 9, Vaughan, ON L4K 1X8
Tel: (905) 766.0400

Investor Relations:
Brooks Hamilton
MZ Group – MZ North America
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Tel: +1 (949) 546.6326

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