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: Business Wire; Posted On Nov 09, 2022

NOG Announces Third Quarter 2022 Results

THIRD QUARTER HIGHLIGHTS

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

SHAREHOLDER RETURN HIGHLIGHTS

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

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

MANAGEMENT COMMENTS

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

THIRD QUARTER FINANCIAL RESULTS

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

PRODUCTION

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

PRICING

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

OPERATING COSTS

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

CAPITAL EXPENDITURES AND ACQUISITIONS

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

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

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

LIQUIDITY AND CAPITAL RESOURCES

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

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

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

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

SHAREHOLDER RETURNS

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

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

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

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

2022 FULL YEAR GUIDANCE

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

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

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

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

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

	Prior	Current
Annual Production (Boe per day)	73,000 - 77,000	74,500 - 78,000
December Production, pro forma for acquisitions (Boe per day)	77,000+	83,000+
Oil as a Percentage of Sales Volumes	59.5 - 61.5%	59.0 - 60.5%
Net Wells Spud	~65	~66 - 68
Net Wells Added to Production	52.5 - 56.5	57.0 - 59.0
Total Capital Expenditures (in millions)	$405 - $470	$460 - $510

Operating Expenses and Differentials:	Prior	Current
Production Expenses (per Boe)	$8.85 - $9.10	$9.00 - $9.25
Production Taxes (as a percentage of Oil & Gas Sales)	8% - 9%	8% - 9%
Average Differential to NYMEX WTI (per Bbl)	($4.50) - ($5.25)	($3.00) - ($4.00)
Average Realization as a Percentage of NYMEX Henry Hub (per Mcf)	102.5% - 112.5%	105.0% - 112.5%

	Prior	Current
General and Administrative Expense (per Boe):
Cash (excluding transaction costs on non-budgeted acquisitions)	$0.80 - $0.85	$0.80 - $0.85
Non-Cash	$0.20 - $0.30	$0.20 - $0.30

THIRD QUARTER 2022 RESULTS

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

	Three Months Ended September 30,
	2022			2021			% Change
Net Production:
Oil (Bbl)		4,149,841			3,131,182		33	%
Natural Gas and NGLs (Mcf)		18,776,821			13,034,251		44	%
Total (Boe)		7,279,311			5,303,557		37	%

Average Daily Production:
Oil (Bbl)		45,107			34,035		33	%
Natural Gas and NGLs (Mcf)		204,096			141,677		44	%
Total (Boe)		79,123			57,647		37	%

Average Sales Prices:
Oil (per Bbl)	$	90.54		$	64.91		39	%
Effect Loss on Settled Oil Derivatives on Average Price (per Bbl)		(19.12	)		(12.52	)
Oil Net of Settled Oil Derivatives (per Bbl)		71.42			52.39		36	%

Natural Gas and NGLs (per Mcf)		8.43			4.33		95	%
Effect of Loss on Settled Natural Gas Derivatives on Average Price (per Mcf)		(2.43	)		(1.31	)
Natural Gas and NGLs Net of Settled Natural Gas Derivatives (per Mcf)		6.00			3.02		99	%

Realized Price on a Boe Basis Excluding Settled Commodity Derivatives		73.37			48.96		50	%
Effect of Loss on Settled Commodity Derivatives on Average Price (per Boe)		(17.16	)		(10.62	)
Realized Price on a Boe Basis Including Settled Commodity Derivatives		56.21			38.34		47	%

Costs and Expenses (per Boe):
Production Expenses	$	9.41		$	8.15		15	%
Production Taxes		5.81			3.76		55	%
General and Administrative Expenses		1.41			1.04		36	%
Depletion, Depreciation, Amortization and Accretion		9.06			6.77		34	%

Net Producing Wells at Period End		761.2			601.8		26	%

HEDGING

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

	Crude Oil Commodity Derivative Swaps⁽¹⁾		Crude Oil Commodity Derivative Collars
Contract Period	Volume (Bbls/Day)	Weighted Average Price ($/Bbl)	Volume (Bbls/Day)	Weighted Average Ceiling / Floor Prices ($/Bbl)
2022:
Q4	30,400	$64.17	1,000	$100.00 / 75.00
2023:
Q1	20,700	$72.43	5,325	$96.18 / 81.55
Q2	22,000	$76.15	3,500	$90.75 / 78.57
Q3	17,625	$77.68	3,500	$90.75 / 78.57
Q4	17,000	$76.52	3,500	$90.75 / 78.57
2024:
Q1	7,075	$78.10	1,375	$83.25 / 73.64
Q2	7,050	$77.04	1,375	$83.25 / 73.64
Q3	6,875	$75.34	1,375	$83.25 / 73.64
Q4	2,825	$69.63	1,375	$83.25 / 73.64

_____________
⁽¹⁾		This table does not include volumes subject to swaptions and call options, which are crude oil derivative contracts NOG has entered into which may increase swapped volumes at the option of NOG’s counterparties. This table also does not include basis swaps. For additional information, see Note 11 to our financial statements included in our Form 10-Q filed with the SEC for the quarter ended September 30, 2022.

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

	Natural Gas Commodity Derivative Swaps⁽¹⁾		Natural Gas Commodity Derivative Collars
Contract Period	Volume (MMBTU/Day)	Weighted Average Price ($/MMBTU)	Volume (MMBTU/Day)	Weighted Average Ceiling / Floor Prices ($/MMBTU)
2022:
Q4	99,891	$3.54	7,473	$7.85 / 3.67
2023:
Q1	76,444	$4.06	32,500	$6.86 / 4.08
Q2	40,440	$4.46	52,500	$6.58 / 4.19
Q3	40,000	$4.50	55,000	$6.67 / 4.18
Q4	35,620	$4.58	65,000	$6.88 / 4.12
2024:
Q1	23,407	$4.44	12,500	$8.15 / 3.80
Q2	17,187	$3.87	2,500	$8.70 / 4.00
Q3	17,000	$3.87	—	—
Q4	11,272	$3.87	—	—

____________
⁽¹⁾		This table does not include basis swaps. For additional information, see Note 11 to our financial statements included in our Form 10-Q filed with the SEC for the quarter ended September 30, 2022.

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

	Three Months Ended September 30,
*(In thousands)*	2022			2021
Cash Received (Paid) on Settled Derivatives	$	(124,911	)	$	(56,318	)
Non-Cash Mark-to-Market Gain (Loss) on Derivatives		382,501			(71,845	)
Gain (Loss) on Commodity Derivatives, Net	$	257,590		$	(128,163	)

CAPITAL EXPENDITURES & DRILLING ACTIVITY

*(In millions, except for net well data)*	Three Months Ended September 30, 2022
Capital Expenditures Incurred:
Organic Drilling and Development Capital Expenditures	$	116.9
Ground Game Drilling and Development Capital Expenditures	$	19.7
Ground Game Acquisition Capital Expenditures	$	15.9
Other	$	2.0
Non-Budgeted Acquisitions	$	154.8

Net Wells Added to Production		16.2

Net Producing Wells (Period-End)		761.2

Net Wells in Process (Period-End)		61.5
Increase in Wells in Process over Prior Period		4.5

Weighted Average Gross AFE for Wells Elected to	$	8.6

THIRD QUARTER 2022 EARNINGS RELEASE CONFERENCE CALL

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

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

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

ABOUT NORTHERN OIL AND GAS

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

SAFE HARBOR

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

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

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

CONDENSED STATEMENTS OF OPERATIONS (UNAUDITED)

	Three Months Ended September 30,
*(In thousands, except share and per share data)*	2022			2021
Revenues
Oil and Gas Sales	$	534,050		$	259,670
Gain (Loss) on Commodity Derivatives, Net		257,590			(128,163	)
Total Revenues		791,640			131,507

Operating Expenses
Production Expenses		68,478			43,236
Production Taxes		42,273			19,932
General and Administrative Expense		10,278			5,490
Depletion, Depreciation, Amortization and Accretion		65,975			35,885
Total Operating Expenses		187,004			104,543

Income (Loss) From Operations		604,637			26,964

Other Income (Expense)
Interest Expense, Net of Capitalization		(20,135	)		(14,586	)
Gain (Loss) on Unsettled Interest Rate Derivatives, Net		(42	)		92
Gain (Loss) on Extinguishment of Debt, Net		339			—
Contingent Consideration Gain (Loss)		—			82
Other Income (Expense)		(1	)		2
Total Other Income (Expense)		(19,839	)		(14,410	)

Income (Loss) Before Income Taxes		584,798			12,554

Income Tax Provision (Benefit)		1,333			—

Net Income (Loss)	$	583,465		$	12,554

Cumulative Preferred Stock Dividend		(2,610	)		(3,605	)

Net Income (Loss) Attributable to Common Stockholders	$	580,855		$	8,949

Net Income (Loss) Per Common Share – Basic	$	7.39		$	0.14
Net Income (Loss) Per Common Share – Diluted	$	6.77		$	0.13
Weighted Average Common Shares Outstanding – Basic		78,589,661			65,856,479
Weighted Average Common Shares Outstanding – Diluted		86,141,293			66,629,566

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: Business Wire; Posted On Nov 09, 2022

Forum Energy Technologies Announces Third Quarter 2022 Results and Outlook

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

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

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

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

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

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

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

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

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

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

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

Forward Looking Statements and Other Legal Disclosure

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

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

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

Forum Energy Technologies, Inc.
Condensed consolidated statements of income (loss)
(Unaudited)

	Three months ended
	September 30,						June 30,
(in millions, except per share information)	2022			2021			2022
Revenue	$	181.8		$	141.0		$	172.2
Cost of sales		130.4			106.1			123.6
Gross profit		51.4			34.9			48.6
Operating expenses
Selling, general and administrative expenses		43.7			42.3			43.5
Gain on disposal of assets and other		—			—			(0.9	)
Total operating expenses		43.7			42.3			42.6
Operating income (loss)		7.7			(7.4	)		6.0
Other expense (income)
Interest expense		8.1			7.1			7.8
Loss on extinguishment of debt		—			0.2			—
Foreign exchange gains and other, net		(18.2	)		(4.0	)		(12.8	)
Total other (income) expense, net		(10.1	)		3.3			(5.0	)
Income (loss) before income taxes		17.8			(10.7	)		11.0
Income tax expense		1.3			0.9			1.7
Net income (loss) ⁽¹⁾	$	16.5		$	(11.6	)	$	9.3

Weighted average shares outstanding
Basic		5.8			5.7			5.7
Diluted		10.6			5.7			10.5

Earnings (loss) per share
Basic	$	2.85		$	(2.05	)	$	1.61
Diluted	$	1.82		$	(2.05	)	$	1.15

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

Forum Energy Technologies, Inc.
Condensed consolidated statements of income (loss)
(Unaudited)

	Nine months ended
	September 30,
(in millions, except per share information)	2022			2021
Revenue	$	509.3		$	392.9
Cost of sales		370.7			299.6
Gross profit		138.6			93.3
Operating expenses
Selling, general and administrative expenses		131.5			126.0
Gain on disposal of assets and other		(0.9	)		(1.3	)
Total operating expenses		130.6			124.7
Operating income (loss)		8.0			(31.4	)
Other expense (income)
Interest expense		23.6			24.1
Foreign exchange gains and other, net		(37.1	)		(1.5	)
Loss on extinguishment of debt		—			5.3
Total other (income) expense, net		(13.5	)		27.9
Income (loss) before income taxes		21.5			(59.3	)
Income tax expense		5.0			3.8
Net income (loss) ⁽¹⁾	$	16.5		$	(63.1	)

Weighted average shares outstanding
Basic		5.7			5.6
Diluted		10.5			5.6

Earnings (loss) per share
Basic	$	2.88		$	(11.19	)
Diluted	$	2.37		$	(11.19	)

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

Forum Energy Technologies, Inc.
Condensed consolidated balance sheets
(Unaudited)

	September 30,		December 31,
(in millions of dollars)	2022		2021
Assets
Current assets
Cash and cash equivalents	$	19.8	$	46.9
Accounts receivable—trade, net		147.8		123.9
Inventories, net		270.6		241.7
Other current assets		40.2		34.2
Total current assets		478.4		446.7
Property and equipment, net of accumulated depreciation		86.2		94.0
Operating lease assets		20.8		25.4
Intangible assets, net		196.6		217.4
Other long-term assets		8.3		7.8
Total assets	$	790.3	$	791.3
Liabilities and equity
Current liabilities
Current portion of long-term debt	$	0.5	$	0.9
Other current liabilities		196.6		174.8
Total current liabilities		197.1		175.7
Long-term debt, net of current portion		247.5		232.4
Other long-term liabilities		43.0		54.1
Total liabilities		487.6		462.2
Total equity		302.7		329.1
Total liabilities and equity	$	790.3	$	791.3

Forum Energy Technologies, Inc.
Condensed consolidated cash flow information
(Unaudited)
	Nine Months Ended September 30,
(in millions of dollars)	2022			2021
Cash flows from operating activities
Net income (loss)	$	16.5		$	(63.1	)
Depreciation and amortization		28.2			32.0
Inventory write down		1.6			4.0
Loss on extinguishment of debt		—			5.3
Other noncash items and changes in working capital		(78.4	)		13.7
Net cash used in operating activities		(32.1	)		(8.1	)

Cash flows from investing activities
Capital expenditures for property and equipment		(4.8	)		(1.0	)
Proceeds from sale of property and equipment		2.7			6.8
Payments related to business acquisitions		(0.5	)		(1.3	)
Net cash provided by (used in) investing activities		(2.6	)		4.5

Cash flows from financing activities
Borrowings of debt		423.9			—
Repayments of debt		(414.0	)		(72.7	)
Repurchases of stock		(0.7	)		(0.4	)
Deferred financing costs		—			(1.5	)
Net cash provided by (used in) financing activities		9.2			(74.6	)

Effect of exchange rate changes on cash		(1.6	)		(0.4	)
Net decrease in cash, cash equivalents and restricted cash	$	(27.1	)	$	(78.6	)

Forum Energy Technologies, Inc.
Supplemental schedule - Segment information
(Unaudited)

	As Reported									As Adjusted ⁽³⁾
	Three months ended									Three months ended
(in millions of dollars)	September 30, 2022			September 30, 2021			June 30, 2022			September 30, 2022			September 30, 2021			June 30, 2022
Revenue
Drilling & Downhole	$	75.7		$	63.2		$	76.5		$	75.7		$	63.2		$	76.5
Completions		72.2			49.7			66.1			72.2			49.7			66.1
Production		34.2			28.5			29.9			34.2			28.5			29.9
Eliminations		(0.3	)		(0.4	)		(0.3	)		(0.3	)		(0.4	)		(0.3	)
Total revenue	$	181.8		$	141.0		$	172.2		$	181.8		$	141.0		$	172.2

Operating income (loss)
Drilling & Downhole	$	9.5		$	4.0		$	8.5		$	9.8		$	5.2		$	8.9
Operating Margin %		12.5	%		6.3	%		11.1	%		12.9	%		8.2	%		11.6	%
Completions		5.9			0.3			3.6			4.8			(0.5	)		3.1
Operating Margin %		8.2	%		0.6	%		5.4	%		6.6	%		(1.0	)%		4.7	%
Production		0.7			(3.4	)		(0.2	)		0.6			(3.1	)		(0.2	)
Operating Margin %		2.0	%		(11.9	)%		(0.7	)%		1.8	%		(10.9	)%		(0.7	)%
Corporate		(8.4	)		(8.4	)		(6.8	)		(7.3	)		(6.5	)		(6.6	)
Total segment operating income (loss)		7.7			(7.5	)		5.1			7.9			(4.9	)		5.2
Other items not in segment operating income (loss) ⁽¹⁾		—			0.1			0.9			—			—			0.1
Total operating income (loss)	$	7.7		$	(7.4	)	$	6.0		$	7.9		$	(4.9	)	$	5.3
Operating Margin %		4.2	%		(5.2	)%		3.5	%		4.3	%		(3.5	)%		3.1	%

EBITDA ⁽²⁾
Drilling & Downhole	$	27.8		$	10.7		$	23.7		$	12.8		$	9.0		$	12.1
EBITDA Margin %		36.7	%		16.9	%		31.0	%		16.9	%		14.2	%		15.8	%
Completions		12.1			6.6			9.4			10.3			5.2			8.7
EBITDA Margin %		16.8	%		13.3	%		14.2	%		14.3	%		10.5	%		13.2	%
Production		1.5			(2.5	)		1.5			1.2			(2.1	)		0.6
EBITDA Margin %		4.4	%		(8.8	)%		5.0	%		3.5	%		(7.4	)%		2.0	%
Corporate		(6.4	)		(8.3	)		(6.3	)		(6.5	)		(4.9	)		(5.9	)
Total EBITDA	$	35.0		$	6.5		$	28.3		$	17.8		$	7.2		$	15.5
EBITDA Margin %		19.3	%		4.6	%		16.4	%		9.8	%		5.1	%		9.0	%

⁽¹⁾ Includes gain/(loss) on disposal of assets and other.
⁽²⁾ The company believes that the presentation of EBITDA is useful to the company's investors because EBITDA is an appropriate measure of evaluating the company's operating performance and liquidity that reflects the resources available for strategic opportunities including, among others, investing in the business, strengthening the balance sheet, repurchasing the company's securities and making strategic acquisitions. In addition, EBITDA is a widely used benchmark in the investment community. See the attached separate schedule for the reconciliation of GAAP to non-GAAP financial information.
⁽³⁾ Refer to Table 1 for schedule of adjusting items.

Forum Energy Technologies, Inc.
Supplemental schedule - Segment information
(Unaudited)

	As Reported						As Adjusted ⁽³⁾
	Nine months ended						Nine months ended
(in millions of dollars)	September 30, 2022			September 30, 2021			September 30, 2022			September 30, 2021
Revenue
Drilling & Downhole	$	223.5		$	173.4		$	223.5		$	173.4
Completions		190.9			134.1			190.9			134.1
Production		95.6			85.8			95.6			85.8
Eliminations		(0.7	)		(0.4	)		(0.7	)		(0.4	)
Total revenue	$	509.3		$	392.9		$	509.3		$	392.9

Operating income (loss)
Drilling & Downhole	$	24.0		$	2.2		$	24.3		$	7.2
Operating Margin %		10.7	%		1.3	%		10.9	%		4.2	%
Completions		8.8			(0.1	)		7.2			(1.4	)
Operating Margin %		4.6	%		(0.1	)%		3.8	%		(1.0	)%
Production		(1.2	)		(11.3	)		(1.1	)		(9.2	)
Operating Margin %		(1.3	)%		(13.2	)%		(1.2	)%		(10.7	)%
Corporate		(24.6	)		(23.5	)		(19.4	)		(18.7	)
Total segment operating income (loss)		7.0			(32.7	)		11.0			(22.1	)
Other items not in segment operating income (loss) ⁽¹⁾		1.0			1.3			0.2			0.1
Total operating income (loss)	$	8.0		$	(31.4	)	$	11.2		$	(22.0	)
Operating Margin %		1.6	%		(8.0	)%		2.2	%		(5.6	)%

EBITDA ⁽²⁾
Drilling & Downhole	$	67.0		$	14.3		$	34.0		$	19.1
EBITDA Margin %		30.0	%		8.2	%		15.2	%		11.0	%
Completions		26.1			18.5			23.9			16.1
EBITDA Margin %		13.7	%		13.8	%		12.5	%		12.0	%
Production		2.0			(7.3	)		1.3			(5.3	)
EBITDA Margin %		2.1	%		(8.5	)%		1.4	%		(6.2	)%
Corporate		(21.8	)		(28.7	)		(17.0	)		(14.1	)
Total EBITDA	$	73.3		$	(3.2	)	$	42.2		$	15.8
EBITDA Margin %		14.4	%		(0.8	)%		8.3	%		4.0	%

⁽¹⁾ Includes gain/(loss) on disposal of assets, and other.
⁽²⁾ The company believes that the presentation of EBITDA is useful to the company's investors because EBITDA is an appropriate measure of evaluating the company's operating performance and liquidity that reflects the resources available for strategic opportunities including, among others, investing in the business, strengthening the balance sheet, repurchasing the company's securities and making strategic acquisitions. In addition, EBITDA is a widely used benchmark in the investment community. See the attached separate schedule for the reconciliation of GAAP to non-GAAP financial information.
⁽³⁾ Refer to Table 2 for schedule of adjusting items.

Forum Energy Technologies, Inc.
Supplemental schedule - Orders information
(Unaudited)


	Three months ended
(in millions of dollars)	September 30, 2022			September 30, 2021			June 30, 2022
Orders
Drilling & Downhole	$	73.3		$	83.4		$	74.4
Completions		78.7			59.6			64.7
Production		45.7			32.8			63.8
Total orders	$	197.7		$	175.8		$	202.9

Revenue
Drilling & Downhole	$	75.7		$	63.2		$	76.5
Completions		72.2			49.7			66.1
Production		34.2			28.5			29.9
Eliminations		(0.3	)		(0.4	)		(0.3	)
Total revenue	$	181.8		$	141.0		$	172.2

Book to bill ratio ⁽¹⁾
Drilling & Downhole		0.97			1.32			0.97
Completions		1.09			1.20			0.98
Production		1.34			1.15			2.13
Total book to bill ratio		1.09			1.25			1.18

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

Forum Energy Technologies, Inc.
Reconciliation of GAAP to non-GAAP financial information
(Unaudited)
Table 1 - Adjusting items

	Three months ended
	September 30, 2022									September 30, 2021									June 30, 2022
(in millions, except per share information)	Operating income			EBITDA ⁽¹⁾			Net income (loss)			Operating loss			EBITDA ⁽¹⁾			Net loss			Operating loss			EBITDA ⁽¹⁾			Net loss
As reported	$	7.7		$	35.0		$	16.5		$	(7.4	)	$	6.5		$	(11.6	)	$	6.0		$	28.3		$	9.3
% of revenue		4.2	%		19.3	%					(5.2	)%		4.6	%					3.5	%		16.4	%
Restructuring, transaction and other costs		1.0			1.0			1.0			2.5			2.5			2.5			1.4			1.4			1.4
Inventory and other working capital adjustments		(0.8	)		(0.8	)		(0.8	)		—			—			—			(2.1	)		(2.1	)		(2.1	)
Loss on extinguishment of debt		—			—			—			—			0.2			0.2			—			—			—
Gain on foreign exchange, net⁽²⁾		—			(18.2	)		(18.2	)		—			(3.9	)		(3.9	)		—			(12.8	)		(12.8	)
Stock-based compensation expense		—			0.8			—			—			1.9			—			—			0.7			—
As adjusted ⁽¹⁾	$	7.9		$	17.8		$	(1.5	)	$	(4.9	)	$	7.2		$	(12.8	)	$	5.3		$	15.5		$	(4.2	)
% of revenue		4.3	%		9.8	%					(3.5	)%		5.1	%					3.1	%		9.0	%

Diluted shares outstanding as reported								10.6									5.7									10.5
Diluted shares outstanding as adjusted								6.0									5.7									5.7

Diluted EPS - as reported							$	1.82								$	(2.05	)							$	1.15
Diluted EPS - as adjusted							$	(0.25	)							$	(2.25	)							$	(0.73	)

(1) The company believes that the presentation of EBITDA, adjusted EBITDA, adjusted operating loss, adjusted net loss and adjusted diluted EPS are useful to the company's investors because (i) each of these financial metrics are useful to investors to assess and understand operating performance, especially when comparing those results with previous and subsequent periods or forecasting performance for future periods, primarily because management views the excluded items to be outside of the company's normal operating results and (ii) EBITDA is an appropriate measure of evaluating the company's operating performance and liquidity that reflects the resources available for strategic opportunities including, among others, investing in the business, strengthening the balance sheet, repurchasing the company's securities and making strategic acquisitions. In addition, these benchmarks are widely used in the investment community. See the attached separate schedule for the reconciliation of GAAP to non-GAAP financial information.
(2) Foreign exchange, net primarily relates to cash and receivables denominated in U.S. dollars by some of our non-U.S. subsidiaries that report in a local currency, and therefore the loss has no economic impact in dollar terms.

Forum Energy Technologies, Inc.
Reconciliation of GAAP to non-GAAP financial information
(Unaudited)
Table 2 - Adjusting items

	Nine months ended
	September 30, 2022									September 30, 2021
(in millions, except per share information)	Operating income			EBITDA ⁽¹⁾			Net income (loss)			Operating loss			EBITDA ⁽¹⁾			Net loss
As reported	$	8.0		$	73.3		$	16.5		$	(31.4	)	$	(3.2	)	$	(63.1	)
% of revenue		1.6	%		14.4	%					(8.0	)%		(0.8	)%
Restructuring, transaction and other costs		6.1			6.1			6.1			7.7			7.7			7.7
Inventory and other working capital adjustments		(2.9	)		(2.9	)		(2.9	)		1.7			1.7			1.7
Stock-based compensation expense		—			2.5			—			—			5.7			—
Loss on extinguishment of debt		—			—			—			—			5.3			5.3
Loss (gain) on foreign exchange, net ⁽²⁾		—			(36.8	)		(36.8	)		—			(1.4	)		(1.4	)
As adjusted ⁽¹⁾	$	11.2		$	42.2		$	(17.1	)	$	(22.0	)	$	15.8		$	(49.8	)
% of revenue		2.2	%		8.3	%					(5.6	)%		4.0	%

Diluted shares outstanding as reported								10.5									5.6
Diluted shares outstanding as adjusted								6.0									5.6

Diluted EPS - as reported							$	2.37								$	(11.19	)
Diluted EPS - as adjusted							$	(2.85	)							$	(8.89	)

(1) The company believes that the presentation of EBITDA, adjusted EBITDA, adjusted operating loss, adjusted net loss and adjusted diluted EPS are useful to the company's investors because (i) each of these financial metrics are useful to investors to assess and understand operating performance, especially when comparing those results with previous and subsequent periods or forecasting performance for future periods, primarily because management views the excluded items to be outside of the company's normal operating results and (ii) EBITDA is an appropriate measure of evaluating the company's operating performance and liquidity that reflects the resources available for strategic opportunities including, among others, investing in the business, strengthening the balance sheet, repurchasing the company's securities and making strategic acquisitions. In addition, these benchmarks are widely used in the investment community. See the attached separate schedule for the reconciliation of GAAP to non-GAAP financial information.
(2) Foreign exchange, net primarily relates to cash and receivables denominated in U.S. dollars by some of our non-U.S. subsidiaries that report in a local currency, and therefore the loss has no economic impact in dollar terms.

Contacts

Rob Kukla
Director of Investor Relations
281.994.3763
This email address is being protected from spambots. You need JavaScript enabled to view it.

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: Business Wire; Posted On Nov 09, 2022

Argan, Inc.’s Gemma Power Systems Receives Full Notice to Proceed for a 950-MW Power Project in Ohio

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

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

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

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

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

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

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

Contacts

Company Contact:
David Watson
301.315.0027

: Business Wire; Posted On Nov 09, 2022

Redwire Corporation Reports Third Quarter 2022 Financial Results

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

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

Q3 2022 Highlights

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

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

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

Additional Q3 2022 Financial Highlights:

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

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

Acquisition Activity

On October 31, 2022, Redwire closed its previously announced €32 million acquisition of Space NV, a Belgium-based commercial space business with product offerings including advanced payloads, small satellite technology as well as berthing and docking equipment and space instruments. Adding Space NV to Redwire’s array of product offerings enhances the Company’s scale and innovation capabilities and increases product offerings to European space customers, including the European Space Agency (“ESA”) and the Belgian Science Policy Office (“BELSPO”). The Company anticipates that the acquisition will be accretive to Redwire’s Adjusted EBITDA³ and Free Cash Flow^3,. after giving effect to the financing activities discussed below.

Capitalization and Liquidity

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

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

Financial Results Investor Call

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

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

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

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

About Redwire Corporation

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

Cautionary Statement Regarding Forward-Looking Statements

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

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

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

Non-GAAP Financial Information

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

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

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

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

REDWIRE CORPORATION CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) (In thousands of U.S. dollars, except share data)

	September 30, 2022			December 31, 2021
Assets
Current assets:
Cash and cash equivalents	$	7,031		$	20,523
Accounts receivable, net		16,521			16,262
Contract assets		16,319			11,748
Inventory		2,029			688
Income tax receivable		688			688
Prepaid insurance		3,046			2,819
Prepaid expenses and other current assets		3,725			2,488
Total current assets		49,359			55,216
Property, plant and equipment, net		6,697			19,384
Right-of-use assets		14,783			—
Intangible assets, net		56,207			90,842
Goodwill		56,710			96,314
Other non-current assets		616			—
Total assets	$	184,372		$	261,756
Liabilities and Equity
Current liabilities:
Accounts payable	$	17,595		$	13,131
Notes payable to sellers		1,000			1,000
Short-term debt, including current portion of long-term debt		3,476			2,684
Short-term lease liabilities		3,484			—
Accrued expenses		18,909			17,118
Deferred revenue		17,373			15,734
Other current liabilities		1,786			1,571
Total current liabilities		63,623			51,238
Long-term debt		89,512			74,867
Long-term lease liabilities		11,379			—
Warrant liabilities		3,093			19,098
Deferred tax liabilities		1,637			8,601
Other non-current liabilities		325			730
Total liabilities		169,569			154,534
Shareholders’ Equity:
Preferred stock, $0.0001 par value, 100,000,000 shares authorized; none issued and outstanding as of September 30, 2022 and December 31, 2021		—			—
Common stock, $0.0001 par value, 500,000,000 shares authorized; 63,852,690 and 62,690,869 issued and outstanding as of September 30, 2022 and December 31, 2021, respectively		6			6
Additional paid-in capital		196,012			183,024
Accumulated deficit		(180,655	)		(75,911	)
Accumulated other comprehensive income (loss)		(560	)		103
Shareholders’ equity		14,803			107,222
Total liabilities and shareholders’ equity	$	184,372		$	261,756

REDWIRE CORPORATION CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS) (Unaudited) (In thousands of U.S. dollars, except share and per share data)

	Three Months Ended						Nine Months Ended
	September 30, 2022			September 30, 2021			September 30, 2022			September 30, 2021
Revenues	$	37,249		$	32,680		$	106,844		$	96,526
Cost of sales		29,300			26,786			86,742			74,418
Gross margin		7,949			5,894			20,102			22,108
Operating expenses:
Selling, general and administrative expenses		15,312			34,333			53,825			57,855
Contingent earnout expense		—			113			—			11,227
Transaction expenses		1,819			1,128			1,913			3,547
Impairment expense		—			—			80,462			—
Research and development		1,133			1,371			4,565			3,326
Operating income (loss)		(10,315	)		(31,051	)		(120,663	)		(53,847	)
Interest expense, net		2,401			1,740			5,523			4,931
Other (income) expense, net		(158	)		(2,957	)		(14,493	)		(2,980	)
Income (loss) before income taxes		(12,558	)		(29,834	)		(111,693	)		(55,798	)
Income tax expense (benefit)		(2,135	)		(5,582	)		(6,949	)		(7,971	)
Net income (loss)	$	(10,423	)	$	(24,252	)	$	(104,744	)	$	(47,827	)

Net income (loss) per share, basic and diluted	$	(0.16	)	$	(0.55	)	$	(1.66	)	$	(1.21	)
Weighted-average shares outstanding:
Basic and diluted		63,460,527			44,036,040			63,050,769			39,503,720

Comprehensive income (loss):
Net income (loss)	$	(10,423	)	$	(24,252	)	$	(104,744	)	$	(47,827	)
Foreign currency translation gain (loss), net of tax		(177	)		(119	)		(663	)		(298	)
Total other comprehensive income (loss), net of tax		(177	)		(119	)		(663	)		(298	)
Total comprehensive income (loss)	$	(10,600	)	$	(24,371	)	$	(105,407	)	$	(48,125	)

Contacts

Investor Relations Contact:
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: Business Wire; Posted On Nov 09, 2022

Fuel Tech Reports 2022 Third Quarter Financial Results

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

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

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

Q3 2022 Consolidated Results Overview

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

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

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

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

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

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

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

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

Consolidated Backlog

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

Financial Condition

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

Conference Call

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

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

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

About Fuel Tech

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

NOTE REGARDING FORWARD-LOOKING STATEMENTS

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

FUEL TECH, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited)(in thousands, except share and per share data)

	September 30,			December 31,
	2022			2021
ASSETS
Current assets:
Cash and cash equivalents	$	24,082		$	35,893
Restricted cash and cash equivalents		—			891
Short-term investments		2,469			—
Accounts receivable, net		6,658			3,259
Inventories, net		391			348
Prepaid expenses and other current assets		696			1,074
Total current assets		34,296			41,465
Property and equipment, net of accumulated depreciation of $18,425 and $18,243, respectively		4,505			4,609
Goodwill		2,116			2,116
Other intangible assets, net of accumulated amortization of $389 and $341, respectively		410			448
Restricted cash		—			270
Right-of-use operating lease assets		225			242
Long-term investments		7,339			—
Other assets		791			824
Total assets	$	49,682		$	49,974
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable	$	2,626		$	1,561
Accrued liabilities:
Operating lease liabilities - current		125			113
Employee compensation		855			688
Other accrued liabilities		768			861
Total current liabilities		4,374			3,223
Operating lease liabilities - non-current		94			122
Deferred income taxes, net		139			139
Other liabilities		243			290
Total liabilities		4,850			3,774
Stockholders’ equity:
Common stock, $.01 par value, 40,000,000 shares authorized, 31,272,303 and 31,227,300 shares issued, and 30,296,297 and 30,263,791 shares outstanding, respectively		313			312
Additional paid-in capital		164,334			164,199
Accumulated deficit		(115,589	)		(114,549	)
Accumulated other comprehensive loss		(2,051	)		(1,604	)
Nil coupon perpetual loan notes		76			76
Treasury stock, at cost		(2,251	)		(2,234	)
Total stockholders’ equity		44,832			46,200
Total liabilities and stockholders’ equity	$	49,682		$	49,974

See notes to condensed consolidated financial statements.


FUEL TECH, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
(in thousands, except share and per-share data)

	Three Months Ended						Nine Months Ended
	September 30,						September 30,
	2022			2021			2022			2021
Revenues	$	8,017		$	7,559		$	19,920		$	17,810
Costs and expenses:
Cost of sales		4,345			3,840			11,280			9,150
Selling, general and administrative		3,273			2,801			9,201			8,858
Research and development		207			340			716			1,070
		7,825			6,981			21,197			19,078
Operating income (loss)		192			578			(1,277	)		(1,268	)
Interest expense		(4	)		(5	)		(13	)		(14	)
Interest income		92			1			101			4
Other income, net		34			104			158			1,586
Income (loss) before income taxes		314			678			(1,031	)		308
Income tax expense		—			—			(9	)		(10	)
Net income (loss)	$	314		$	678		$	(1,040	)	$	298
Net income (loss) per common share:
Basic net income (loss) per common share	$	0.01		$	0.02		$	(0.03	)	$	0.01
Diluted net income (loss) per common share	$	0.01		$	0.02		$	(0.03	)	$	0.01
Weighted-average number of common shares outstanding:
Basic		30,296,000			30,264,000			30,287,000			29,356,000
Diluted		30,371,000			30,335,000			30,287,000			29,482,000

See notes to condensed consolidated financial statements.


FUEL TECH, INC.
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
(Unaudited)
(in thousands)

	Three Months Ended						Nine Months Ended
	September 30,						September 30,
	2022			2021			2022			2021
Net income (loss)	$	314		$	678		$	(1,040	)	$	298
Other comprehensive income (loss):
Foreign currency translation adjustments		(155	)		(153	)		(447	)		(213	)
Comprehensive income (loss)	$	159		$	525		$	(1,487	)	$	85

See notes to condensed consolidated financial statements.


FUEL TECH, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
(in thousands)

	Nine Months Ended
	September 30,
	2022			2021
Operating Activities
Net (loss) income	$	(1,040	)	$	298
Adjustments to reconcile net (loss) income to net cash (used in) provided by operating activities:
Depreciation		267			457
Amortization		70			114
Loss on disposal of equipment		—			13
Provision for doubtful accounts, net of recoveries		(45	)		(2	)
Stock-based compensation, net of forfeitures		136			61
Gain of forgiveness on Paycheck Protection Plan Loan		—			(1,556	)
Changes in operating assets and liabilities:
Accounts receivable		(3,449	)		1,405
Inventories		(44	)		(32	)
Prepaid expenses, other current assets and other non-current assets		370			1,176
Accounts payable		1,094			(980	)
Accrued liabilities and other non-current liabilities		50			(382	)
Net cash (used in) provided by operating activities		(2,591	)		572
Investing Activities
Purchases of equipment and patents		(186	)		(584	)
Purchases of debt securities		(9,777	)		—
Net cash used in investing activities		(9,963	)		(584	)
Financing Activities
Proceeds from sale of common stock issued in connection with private placement		—			25,812
Costs related to sale of common stock issued in connection with private placement		—			(1,783	)
Taxes paid on behalf of equity award participants		(17	)		(52	)
Net cash (used in) provided by financing activities		(17	)		23,977
Effect of exchange rate fluctuations on cash		(401	)		(249	)
Net (decrease) increase in cash, cash equivalents and restricted cash and cash equivalents		(12,972	)		23,716
Cash, cash equivalents, and restricted cash and cash equivalents at beginning of period (Note 2)		37,054			12,606
Cash, cash equivalents and restricted cash and cash equivalents at end of period (Note 2)	$	24,082		$	36,322

See notes to condensed consolidated financial statements.


FUEL TECH, INC.
BUSINESS SEGMENT FINANCIAL DATA
(Unaudited)
(in thousands)

	Air Pollution			FUEL CHEM
Three months ended September 30, 2022	Control Segment			Segment			Other			Total
Revenues from external customers	$	2,728		$	5,289		$	—		$	8,017
Cost of sales		(1,801	)		(2,544	)		—			(4,345	)
Gross margin		927			2,745			—			3,672
Selling, general and administrative		—			—			(3,273	)		(3,273	)
Research and development		—			—			(207	)		(207	)
Operating income (loss) from operations	$	927		$	2,745		$	(3,480	)	$	192

	Air Pollution			FUEL CHEM
Three months ended September 30, 2021	Control Segment			Segment			Other			Total
Revenues from external customers	$	1,944		$	5,615		$	—		$	7,559
Cost of sales		(1,134	)		(2,706	)		—			(3,840	)
Gross margin		810			2,909			—			3,719
Selling, general and administrative		—			—			(2,801	)		(2,801	)
Research and development		—			—			(340	)		(340	)
Operating income (loss) from operations	$	810		$	2,909		$	(3,141	)	$	578

	Air Pollution			FUEL CHEM
Nine months ended September 30, 2022	Control Segment			Segment			Other			Total
Revenues from external customers	$	7,670		$	12,250		$	—		$	19,920
Cost of sales		(5,032	)		(6,248	)		—			(11,280	)
Gross margin		2,638			6,002			—			8,640
Selling, general and administrative		—			—			(9,201	)		(9,201	)
Research and development		—			—			(716	)		(716	)
Operating income (loss) from operations	$	2,638		$	6,002		$	(9,917	)	$	(1,277	)

	Air Pollution			FUEL CHEM
Nine months ended September 30, 2021	Control Segment			Segment			Other			Total
Revenues from external customers	$	3,837		$	13,973		$	—		$	17,810
Cost of sales		(2,172	)		(6,978	)		—			(9,150	)
Gross margin		1,665			6,995			—			8,660
Selling, general and administrative		—			—			(8,858	)		(8,858	)
Research and development		—			—			(1,070	)		(1,070	)
Operating income (loss) from operations	$	1,665		$	6,995		$	(9,928	)	$	(1,268	)

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

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

	Three Months Ended				Nine Months Ended
	September 30,				September 30,
	2022		2021		2022		2021
Revenues:
United States	$	6,972	$	6,049	$	14,939	$	15,100
Foreign		1,045		1,510		4,981		2,710
	$	8,017	$	7,559	$	19,920	$	17,810

	September 30,		December 31,
	2022		2021
Assets:
United States	$	47,170	$	46,271
Foreign		2,512		3,703
	$	49,682	$	49,974

FUEL TECH, INC.
RECONCILIATION OF GAAP NET INCOME (LOSS) TO EBITDA AND ADJUSTED EBITDA
(Unaudited)
(in thousands)
	Three Months Ended September 30,					Nine Months Ended September 30,
		2022			2021		2022			2021
Net income (loss)	$	314		$	678	$	(1,040	)	$	298
Interest (income) expense, net		(88	)		4		(88	)		10
Income tax expense		-			-		9			10
Depreciation expense		85			138		267			457
Amortization expense		20			43		70			114
EBITDA		331			863		(782	)		889
Gain on Forgiveness of Paycheck Protection Plan loan		-			-		-			(1,566	)
Stock compensation expense		90			21		136			61
ADJUSTED EBITDA	$	421		$	884	$	(646	)	$	(616	)

Adjusted EBITDA

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

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

Contacts

Vince Arnone
President and CEO
(630) 845-4500

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

: Business Wire; Posted On Nov 09, 2022

Advanced Energy Declares Quarterly Cash Dividend

DENVER--(BUSINESS WIRE)--Advanced Energy Industries, Inc. (NASDAQ: AEIS), a global leader in highly engineered, precision power conversion, measurement, and control solutions, today announced that its board of directors has authorized a quarterly cash dividend of $0.10 per share, payable on December 2, 2022 to shareholders of record as of November 21, 2022.

Future dividend declarations, as well as the record and payment dates for such dividends, are subject to review and approval by the board of directors.

About Advanced Energy

Advanced Energy Industries, Inc. (Nasdaq: AEIS) is a global leader in the design and manufacture of highly engineered, precision power conversion, measurement and control solutions for mission-critical applications and processes. Advanced Energy’s power solutions enable customer innovation in complex applications for a wide range of industries including semiconductor equipment, industrial production, medical and life sciences, data center computing, networking and telecommunications. With engineering know-how and responsive service and support for customers around the globe, the company builds collaborative partnerships to meet technology advances, propels growth of its customers and innovates the future of power. Advanced Energy has devoted four decades to perfecting power. It is headquartered in Denver, Colorado, USA. For more information, visit www.advancedenergy.com.

Advanced Energy | Precision. Power. Performance. Trust.

Contacts

Edwin Mok
Advanced Energy Industries, Inc.
970-407-6555
This email address is being protected from spambots. You need JavaScript enabled to view it.

: Business Wire; Posted On Nov 09, 2022

Tidewater Announces Proposed Public Offering of Common Stock

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

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

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

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

About Tidewater

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

Forward-Looking Statements

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

Contacts

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

: Business Wire; Posted On Nov 09, 2022

Hyliion Holdings Reports Third-Quarter 2022 Financial Results

AUSTIN, Texas--(BUSINESS WIRE)--Hyliion Holdings Corp. (NYSE: HYLN) (“Hyliion”), a leader in electrified powertrain solutions for Class 8 semi-trucks, today reported its third-quarter 2022 financial results.

Key Business Highlights

Closed acquisition of the KARNO™ generator from GE Additive, a revolutionary hydrogen and fuel-agnostic technology
Announcing Founders Program for first 200 Hypertruck ERX^TM units and releasing details around Hypertruck ERX go-to-market strategy, launch facility and expected vehicle pricing
Reached new milestone in Hypertruck ERXdevelopment with deployment of test vehicles in controlled fleet trials with GreenPath Logistics, Wegmans and Detmar Logistics to date
Confirmed Hypertruck ERX system will qualify for tax credit of 30%, up to $40,000, under new Inflation Reduction Act
Generated $0.5 million in revenue from Hybrid and full truck sales with approximately $1.3 million in backlog of Hybrid systems
Appointed Jon Panzer as Chief Financial Officer
Closed quarter with over $455 million of cash and marketable investments, which is sufficient to commercialize the Hypertruck ERX system and fund other development activities
Updating full-year 2022 guidance to include revenue of approximately $2.0 million and operating expenses of approximately $130 million

Executive Commentary

“We reached multiple milestones in the third quarter, including the start of controlled fleet trials for the Hypertruck ERX and our acquisition from GE Additive of the KARNO generator technology, a revolutionary hydrogen and fuel-agnostic generator that will be central to our long-term product roadmap,” said Thomas Healy, Hyliion’s founder and chief executive officer. “Additionally, trucks with the Hypertruck ERX system are now fully eligible under the Inflation Reduction Act, which became law in August, for a 30% tax credit of up to $40,000. Incentives like this can reduce up-front costs for customers and enable an easier transition to electrification technology.”

“We now have filled our Founders Program and have committed orders for our first 200 production slots. Additionally, we have nearly 2,000 reservations in backlog. As we move towards commercialization, we anticipate starting production in late 2023 and plan to have all 200 of these first trucks delivered to fleets by the end of the first quarter of 2024.”

Hypertruck ERX Development

In the third quarter, the Company continued the design-verification phase of its Hypertruck ERX system development with the deployment of test vehicles in controlled fleet trials, of which three have already commenced. Fleet trials include customers driving hundreds of miles per day under real-world conditions on their normal routes. Hyliion service technicians and engineers provided support to collect data and driver feedback.

Also in the third quarter, the Company successfully completed summer testing of the Hypertruck ERX system. Four design-verification vehicles conducted a number of tests at different weight loads at Davis Dam in Arizona. Testing featured some of the most challenging road conditions in the United States, including a 6% grade that stretches approximately 11 miles.

Overall, Hyliion remains on schedule to start winter testing by the end of this year. This marks the fourth consecutive quarter that the Company has met the commercialization goals initially laid out on its third-quarter 2021 earnings call.

Hypertruck ERX Go-To-Market Strategy

Initially, powertrains will be installed at the Company’s Austin, Texas facility and at modification centers near OEM factories. As sales volumes increase, Hyliion’s strategy is to be a powertrain company, selling solutions directly to OEMs who will integrate them into their production lines. The Company expects initial pricing, inclusive of the Inflation Reduction Act tax credit, for a truck with a Hypertruck ERX system to be in the high three hundred thousands, which is less expensive than battery and fuel cell electric trucks. As such, buyers are expected to realize a total cost of ownership benefit over other electrified solutions and one that is comparable to a diesel truck when considering the truck purchase price and the cost of fuel.

The Company is outlining plans for its Founders Program, which will be the deployment of the first 200 production builds starting in late 2023. The Founders Program will include a special white-glove service and maintenance program centered out of a Hyliion launch facility in Dallas. In addition to providing support services, the launch facility is expected to offer onsite renewable natural gas fueling capability. The Company is also working on a nationwide service plan with partners who will be authorized to work on the Hypertruck ERX powertrain.

Hyliion is confident that the completion of planned testing and validation work, along with expanded fleet trials, and the availability of truck pricing, will drive more orders for delivery in 2024 and beyond.

Hybrid Update

In the third quarter, Hyliion continued to install and deliver its Hybrid powertrain product, including hybrid systems and complete vehicle deliveries. Due to persistent shortages and extended lead times for commercial trucks, the Company continues to experience delays in customer truck availability, which has affected installation and delivery timing. The Company currently has a backlog for the Hybrid system of approximately $1.3 million and will continue to upfit customer trucks with Hybrid products.

KARNO Acquisition

In the third quarter, Hyliion closed on its acquisition of the KARNO generator and its associated IP from GE Additive, part of General Electric (NYSE: GE) and a world leader in metal additive technologies and manufacturing. Under the terms of the deal, GE received $15 million in cash and approximately $16.1 million, or 5.5 million shares, in Hyliion stock.

In the years ahead, the KARNO generator will be deployed in Hyliion’s Hypertruck powertrain platform to offer a next-generation, fuel-agnostic, semi-truck solution. Hyliion is integrating the Cincinnati-based engineering team that created the KARNO system into the Company’s operations.

New Chief Financial Officer

In the third quarter, as previously announced, the Company appointed Jon Panzer as its new Chief Financial Officer. Mr. Panzer was previously senior vice president of intermodal operations at Union Pacific Railroad Company. In his 26 years at Union Pacific, his responsibilities included treasury operations, investor relations, banking, capital budgeting, financial reporting, and cost accounting. Additionally, as head of Union Pacific’s information technology organization, Mr. Panzer was responsible for managing application development, technology infrastructure and cybersecurity.

Financial Highlights and Operating Expense Guidance

In the third quarter, the Company recorded $0.5 million in revenue. The Company’s third-quarter operating expenses totaled $62.9 million, driven primarily by R&D expenses including $28.8 million related to the KARNO acquisition. Hyliion ended the quarter with over $455 million of cash and marketable investments, which is sufficient to fund the organization through its current commercialization plans for the Hypertruck ERX system and fund other development activities. This includes cash and cash equivalents of $154.2 million, short-term investments of $232.9 million, and long-term investments of $68.4 million.

For full-year 2022, Hyliion projects revenue of approximately $2 million from Hybrid sales and the sale of full trucks with Hybrid systems and expects its operating expenses to be approximately $130 million.

Third Quarter 2022 Conference Call

Hyliion will host a conference call and accompanying webcast at 11:00 a.m. EST / 10:00 a.m. CST on Wednesday, November 9 to discuss its financials, business results, and outlook. The live webcast of the call, as well as an archived replay following, will be available online on the Investor Relations section of Hyliion’s website. Those wishing to participate can access the call using the links below:

Conference Call Online Registration: https://conferencingportals.com/event/vjUOPPlo

Webcast: https://investors.hyliion.com/events-and-presentations/default.aspx

Third-quarter 2022 financial results for Hyliion Holdings Corp. will also be filed with the SEC on Form 10-Q.

About Hyliion

Hyliion’s mission is to reduce the carbon intensity and greenhouse gas (GHG) emissions of Class 8 semi-trucks by being a leading provider of electrified powertrain solutions. Hyliion offers fleets efficient and practical systems to decrease fuel and operating expenses while seamlessly integrating with their existing fleet operations. Headquartered in Austin, Texas, Hyliion designs, develops, and sells electrified powertrain solutions that can be installed on most major Class 8 semi-trucks, and leverages advanced software algorithms and data analytics to improve overall efficiencies. Hyliion’s goal is to transform the commercial transportation industry’s environmental impact at scale. For more information, visit www.hyliion.com.

Forward Looking Statements

The information in this press 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. All statements, other than statements of present or historical fact included in this press release, regarding Hyliion and its future financial and operational performance, as well as its strategy, future operations, estimated financial position, estimated revenues, and losses, projected costs, prospects, plans and objectives of management are forward looking statements. When used in this press release, including any oral statements made in connection therewith, the words “could,” “should,” “will,” “may,” “believe,” “anticipate,” “intend,” “estimate,” “expect,” “project,” the negative of such terms and other similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain such identifying words. These forward-looking statements are based on management’s current expectations and assumptions about future events and are based on currently available information as to the outcome and timing of future events. Except as otherwise required by applicable law, Hyliion expressly disclaims any duty to update any forward-looking statements, all of which are expressly qualified by the statements herein, to reflect events or circumstances after the date of this press release. Hyliion cautions you that these forward-looking statements are subject to numerous risks and uncertainties, most of which are difficult to predict and many of which are beyond the control of Hyliion. These risks include, but are not limited to, our status as an early stage company with a history of losses, and our expectation of incurring significant expenses and continuing losses for the foreseeable future; our ability to develop to develop key commercial relationships with suppliers and customers; our ability to retain the services of Thomas Healy, our Chief Executive Officer; our ability to disrupt the powertrain market; the effects of our dynamic and proprietary solutions on commercial truck customers; the ability to accelerate the commercialization of the Hypertruck ERX; our ability to meet 2022 and future product milestones; the impact of COVID-19 on long-term objectives; the ability of our solutions to reduce carbon intensity and greenhouse gas emissions, the expected performance and integration of the KARNO generator and system, and the other risks and uncertainties described under the heading “Risk Factors” in our other SEC filings including in our Annual Report (See item 1A. Risk Factors) on Form 10-K filed with the Securities and Exchange Commission (the “SEC”) on February 24, 2022 for the year ended December 31, 2021. Given these risks and uncertainties, readers are cautioned not to place undue reliance on such forward-looking statements. Should one or more of the risks or uncertainties described in this press release occur, or should underlying assumptions prove incorrect, actual results and plans could different materially from those expressed in any forward-looking statements. Additional information concerning these and other factors that may impact Hyliion’s operations and projections can be found in its filings with the SEC. Hyliion’s SEC Filings are available publicly on the SEC’s website at www.sec.gov, and readers are urged to carefully review and consider the various disclosures made in such filings.

HYLIION HOLDINGS CORP. UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Dollar amounts in thousands, except share and per share data)

	Three Months Ended September 30,				Nine Months Ended September 30,
	2022		2021		2022		2021
Revenues
Product sales and other	$	499	$	—	$	1,011	$	—
Total revenues		499		—		1,011		—
Cost of revenues
Product sales and other		2,916		—		7,160		—
Total cost of revenues		2,916		—		7,160		—
Gross loss		(2,417)		—		(6,149)		—
Operating expenses
Research and development		(52,678)		(18,150)		(88,543)		(40,871)
Selling, general and administrative		(10,264)		(8,660)		(32,255)		(26,111)
Total operating expenses		(62,942)		(26,810)		(120,798)		(66,982)
Loss from operations		(65,359)		(26,810)		(126,947)		(66,982)
Interest income		1,926		195		3,066		561
Gain (Loss) on disposal of assets		46		—		(89)		—
Net loss	$	(63,387)	$	(26,615)	$	(123,970)	$	(66,421)

Net loss per share, basic and diluted	$	(0.36)	$	(0.15)	$	(0.71)	$	(0.39)

Weighted-average shares outstanding, basic and diluted		174,345,022		172,987,672		173,945,156		171,842,664

HYLIION HOLDINGS CORP. CONDENSED CONSOLIDATED BALANCE SHEETS (Dollar amounts in thousands, except share data)

	September 30, 2022		December 31, 2021
	(Unaudited)
Assets
Current assets
Cash and cash equivalents	$	154,161	$	258,445
Accounts receivable		894		70
Inventory		140		114
Prepaid expenses and other current assets		5,876		9,068
Short-term investments		232,917		118,787
Total current assets		393,988		386,484

Property and equipment, net		5,772		2,235
Operating lease right-of-use assets		6,792		7,734
Intangible assets, net		195		235
Other assets		1,730		1,535
Long-term investments		68,422		180,217
Total assets	$	476,899	$	578,440

Liabilities and stockholders’ equity
Current liabilities
Accounts payable	$	2,279	$	7,455
Current portion of operating lease liabilities		325		21
Accrued expenses and other current liabilities		14,168		7,759
Total current liabilities		16,772		15,235

Operating lease liabilities, net of current portion		7,399		8,623
Other liabilities		1,492		667
Total liabilities		25,663		24,525

Commitments and contingencies

Stockholders’ equity
Common stock, $0.0001 par value; 250,000,000 shares authorized; 179,645,873 and 173,468,979 shares issued and outstanding at September 30, 2022 and December 31, 2021, respectively		18		17
Additional paid-in capital		396,085		374,795
Retained earnings		55,133		179,103
Total stockholders’ equity		451,236		553,915
Total liabilities and stockholders’ equity	$	476,899	$	578,440

HYLIION HOLDINGS CORP. UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Dollar amounts in thousands)

	Nine Months Ended September 30,
	2022		2021
Cash flows from operating activities
Net loss	$	(123,970)	$	(66,421)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization		823		657
Amortization and accretion of investments		1,300		1,318
Noncash lease expense		922		720
Inventory write-down		5,634		—
Loss on disposal of assets		89		—
Share-based compensation		5,268		3,972
Acquired in-process research and development		28,752		—
Changes in operating assets and liabilities:
Accounts receivable		(824)		(267)
Inventory		(5,660)		—
Prepaid expenses and other assets		3,097		3,646
Accounts payable		(5,201)		5,617
Accrued expenses and other liabilities		7,228		1,309
Operating lease liabilities		(900)		(373)
Net cash used in operating activities		(83,442)		(49,822)

Cash flows from investing activities
Purchase of property and equipment and other		(2,621)		(2,213)
Proceeds from sale of property and equipment		33		—
Purchase of in-process research and development		(14,428)		—
Payments for security deposit, net		—		(29)
Purchase of investments		(160,116)		(268,714)
Proceeds from sale and maturity of investments		156,382		205,355
Net cash used in investing activities		(20,750)		(65,601)

Cash flows from financing activities
Proceeds from exercise of stock warrants, net of issuance costs		—		16,257
Payments for Paycheck Protection Program loan		—		(908)
Proceeds from exercise of common stock options		65		553
Taxes paid related to net share settlement of equity awards		(157)		—
Net cash (used in) provided by financing activities		(92)		15,902

Net decrease in cash and cash equivalents and restricted cash		(104,284)		(99,521)
Cash and cash equivalents and restricted cash, beginning of period		259,110		389,705
Cash and cash equivalents and restricted cash, end of period	$	154,826	$	290,184

Supplemental disclosure of noncash investing and financing activities:
Common stock issued for purchase of assets	$	16,115	$	—
Acquisitions of property and equipment included in accounts payable and other	$	66	$	20

Contacts

Hyliion Holdings Corp.
Ryann Malone
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(833) 495-4466

Sharon Merrill Associates, Inc.
Nicholas Manganaro
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(617) 542-5300

: Business Wire; Posted On Nov 09, 2022

Montrose Environmental Group Announces Third Quarter 2022 Results

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

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

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

- Stronger Conversion of Earnings to Cash Flow from Operations -

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

- Limited Balance Sheet Exposure to Higher Interest Rate Environment -

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

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

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

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

Third Quarter 2022 Results

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

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

Adjusted Net Income¹was $7.8 million, and Adjusted Net Income per Share¹was $0.12, in the third quarter of 2022 compared to Adjusted Net Income¹of $11.5 million, and Adjusted Net Income per Share¹ of $0.28 in the prior year quarter. The year-over-year change was primarily attributable to lower Consolidated Adjusted EBITDA¹.

Third quarter 2022 Consolidated Adjusted EBITDA¹was $17.1 million, compared to $20.3 million in the prior year quarter.

First Nine Months 2022 Results

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

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

Adjusted Net Income¹was $18.7 million, and Adjusted Net Income per Share¹ was $0.22, for the first nine months of 2022 compared to Adjusted Net Income¹of $19.9 million, and Adjusted Net Income per Share¹ of $0.29, in the prior year period. The year-over-year change was primarily attributable to lower Consolidated Adjusted EBITDA¹, partially offset by lower interest expense in the current year.

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

Operating Cash Flow, Liquidity and Capital Resources

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

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

Acquisitions

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

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

Full Year 2022 Outlook

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

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

Webcast and Conference Call

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

About Montrose

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

Forward‐Looking Statements

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

MONTROSE ENVIRONMENTAL GROUP, INC. UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE (LOSS) INCOME (In thousands, except per share data)

	Three Months Ended September 30,						For the Nine Months Ended September 30,
	2022			2021			2022			2021
REVENUES	$	130,312		$	132,578		$	404,902		$	402,619
COST OF REVENUES (exclusive of depreciation and amortization shown below)		82,234			85,242			261,049			272,662
SELLING, GENERAL AND ADMINISTRATIVE EXPENSE		42,857			30,499			131,120			82,865
FAIR VALUE CHANGES IN BUSINESS ACQUISITIONS CONTINGENT CONSIDERATION		59			—			(3,472	)		24,035
DEPRECIATION AND AMORTIZATION		11,504			11,471			35,928			33,145
(LOSS) INCOME FROM OPERATIONS		(6,342	)		5,366			(19,723	)		(10,088	)
OTHER INCOME (EXPENSE)
Other income (expense)		1,814			(516	)		4,618			(1,909	)
Interest expense—net		(1,400	)		(1,722	)		(4,010	)		(11,208	)
Total other income (expense)—net		414			(2,238	)		608			(13,117	)
(LOSS) INCOME BEFORE (BENEFIT) EXPENSE FROM INCOME TAXES		(5,928	)		3,128			(19,115	)		(23,205	)
INCOME TAX (BENEFIT) EXPENSE		(208	)		902			1,892			648
NET (LOSS) INCOME	$	(5,720	)	$	2,226		$	(21,007	)	$	(23,853	)
EQUITY ADJUSTMENT FROM FOREIGN CURRENCY TRANSLATION		20			(74	)		17			(17	)
COMPREHENSIVE (LOSS) INCOME		(5,700	)		2,152			(20,990	)		(23,870	)
CONVERTIBLE AND REDEEMABLE SERIES A-2 PREFERRED STOCK DIVIDEND		(4,100	)		(4,100	)		(12,300	)		(12,300	)
NET LOSS ATTRIBUTABLE TO COMMON STOCKHOLDERS		(9,820	)		(1,874	)		(33,307	)		(36,153	)
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING— BASIC AND DILUTED		29,691			26,220			29,677			25,798
NET LOSS PER SHARE ATTRIBUTABLE TO COMMON STOCKHOLDERS— BASIC AND DILUTED	$	(0.33	)	$	(0.07	)	$	(1.12	)	$	(1.40	)

MONTROSE ENVIRONMENTAL GROUP, INC. UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF FINANCIAL POSITION (In thousands, except share data)

	September 30, 2022			December 31, 2021
ASSETS
CURRENT ASSETS:
Cash and restricted cash	$	93,566		$	146,741
Accounts receivable—net		80,927			98,513
Contract assets		60,444			40,139
Prepaid and other current assets		10,890			8,465
Total current assets		245,827			293,858
NON-CURRENT ASSETS:
Property and equipment—net		33,581			31,521
Operating lease right-of-use asset—net		28,453			23,532
Finance lease right-of-use asset—net		9,869			8,944
Goodwill		318,413			311,944
Other intangible assets—net		146,268			160,997
Other assets		6,694			2,298
TOTAL ASSETS	$	789,105		$	833,094
LIABILITIES, CONVERTIBLE AND REDEEMABLE SERIES A-2 PREFERRED STOCK AND STOCKHOLDERS’ EQUITY
CURRENT LIABILITIES:
Accounts payable and other accrued liabilities		58,316			68,936
Accrued payroll and benefits		20,477			25,971
Business acquisitions contingent consideration, current		3,967			31,450
Current portion of operating lease liabilities		8,130			6,888
Current portion of finance lease liabilities		3,763			3,512
Current portion of long-term debt		8,750			10,938
Total current liabilities		103,403			147,695
NON-CURRENT LIABILITIES:
Business acquisitions contingent consideration, long-term		2,810			4,350
Other non-current liabilities		22			100
Deferred tax liabilities—net		5,766			4,006
Conversion option		24,730			23,081
Operating lease liability—net of current portion		20,841			16,859
Finance lease liability—net of current portion		6,562			5,756
Long-term debt—net of deferred financing fees		155,645			161,818
Total liabilities		319,779			363,665
COMMITMENTS AND CONTINGENCIES
CONVERTIBLE AND REDEEMABLE SERIES A-2 PREFERRED STOCK $0.0001 PAR VALUE—
Authorized, issued and outstanding shares: 17,500 at September 30, 2022 and December 31, 2021; aggregate liquidation preference of $182.2 million at September 30, 2022 and December 31, 2021		152,928			152,928
STOCKHOLDERS’ EQUITY:
Common stock, $0.000004 par value; authorized shares: 190,000,000 at September 30, 2022 and December 31, 2021; issued and outstanding shares: 29,707,503 and 29,619,921 at September 30, 2022 and December 31, 2021, respectively		—			—
Additional paid-in-capital		485,030			464,143
Accumulated deficit		(168,685	)		(147,678	)
Accumulated other comprehensive income		53			36
Total stockholders’ equity		316,398			316,501
TOTAL LIABILITIES, CONVERTIBLE AND REDEEMABLE SERIES A-2 PREFERRED STOCK AND STOCKHOLDERS’ EQUITY	$	789,105		$	833,094

MONTROSE ENVIRONMENTAL GROUP, INC. UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (In thousands)

	For the Nine Months Ended September 30,
	2022			2021
OPERATING ACTIVITIES:
Net loss	$	(21,007	)	$	(23,853	)
Adjustments to reconcile net loss to net cash used in operating activities:
(Recovery) provision for bad debt		(821	)		803
Depreciation and amortization		35,928			33,145
Amortization of right-of-use asset		6,934			5,947
Stock-based compensation expense		32,375			6,587
Fair value changes in financial instruments		(4,664	)		1,651
Fair value changes in business acquisition contingencies		(3,472	)		24,035
Deferred income taxes		1,892			232
Debt extinguishment costs		—			4,052
Other		460			68
Changes in operating assets and liabilities—net of acquisitions:
Accounts receivable and contract assets		7,301			(12,503	)
Prepaid expenses and other current assets		(1,364	)		(1,781	)
Accounts payable and other accrued liabilities		(12,943	)		(3,422	)
Accrued payroll and benefits		(6,363	)		61
Payment of contingent consideration		(19,457	)		(15,549	)
Other assets		—			—
Change in operating leases		(6,634	)		(5,765	)
Net cash provided by operating activities		8,165			13,708
INVESTING ACTIVITIES:
Purchases of property and equipment		(5,414	)		(5,405	)
Proceeds received from corporate owned insurance		277			—
Proprietary software development and other software costs		(397	)		(241	)
Purchase price true ups		(439	)		(8,562	)
Cash paid for acquisitions—net of cash acquired		(21,342	)		(36,480	)
Net cash used in investing activities		(27,315	)		(50,688	)
FINANCING ACTIVITIES:
Proceeds from line of credit		—			109,000
Payments on line of credit		—			(72,000	)
Proceeds from term loans		—			175,000
Repayment of term loan		(8,751	)		(173,905	)
Payment of contingent consideration		(10,722	)		(9,605	)
Repayment of finance leases		(2,906	)		(1,884	)
Debt issuance costs		—			(2,590	)
Proceeds from issuance of common stock for exercised stock options		812			6,032
Dividend payment to the Series A-2 shareholders		(12,300	)		(12,300	)
Payments of deferred offering costs		(183	)		—
Net cash (used in) provided by financing activities		(34,050	)		17,748
CHANGE IN CASH, CASH EQUIVALENTS AND RESTRICTED CASH		(53,200	)		(19,232	)
Foreign exchange impact on cash balance		25			357
CASH, CASH EQUIVALENTS AND RESTRICTED CASH:
Beginning of year		146,741			34,881
End of period	$	93,566		$	16,006
SUPPLEMENTAL DISCLOSURES OF CASH FLOWS INFORMATION:
Cash paid for interest	$	4,852		$	4,649
Cash paid for income tax	$	587		$	958
SUPPLEMENTAL DISCLOSURES OF NON-CASH INVESTING AND FINANCING ACTIVITIES:
Accrued purchases of property and equipment	$	881		$	1,171
Property and equipment purchased under finance leases	$	3,939		$	1,766
Common stock issued to acquire new businesses	$	—		$	6,020
Acquisitions unpaid contingent consideration	$	6,777		$	35,352
Offering costs included in accounts payable and other accrued liabilities	$	—		$	389
Acquisitions contingent consideration paid in shares	$	—		$	26,084

Non-GAAP Financial Information

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

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

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

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

Contacts

Investor Relations:
Rodny Nacier
(949) 988-3383
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Media Relations:
Doug Donsky
(646) 361-1427
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Read full story here

: Business Wire; Posted On Nov 09, 2022

Driving Sustainable Energy Development, CHINT Partners Singapore Polytechnic

SINGAPORE--(BUSINESS WIRE)--Singapore is taking firm actions to do its part to build a sustainable future. To strengthen its commitments under the UN’s 2030 Sustainable Development Agenda and Paris Agreement, the Singapore Green Plan 2030 was unveiled in February 2021 with key pillars to achieve these aspirations as soon as viable. To achieve the goals in the Energy Reset pillar, innovations for energy transformation and an industry ready workforce trained in the latest advanced electrical laboratories will be needed. At the Regional Industry Networking Conference (RINC) 2022 organized by Singapore Polytechnic (SP), CHINT joined hands with SP to bring these Green Solutions, and research and teaching capabilities to Singapore.

CHINT Solutions for Sustainable Energy Development

RINC 2022 theme is anchored on "Energy Sustainability and Innovation". In the "Technology and Innovation" panel discussion, CHINT’s Regional Applications Marketing Manager, Benjamin Kho, was invited to share CHINT's best practices in the fields of intelligent manufacturing and industrial interconnection, company's experiences in the areas of Photovoltaics (PV) Agriculture, PV Fishing and Residential PV, aiming to inspire attendees with new ideas for the region’s energy transformation.

SP-CHINT Smart Electrical Power Training Laboratory

The SP-CHINT Smart Electrical Power Training Laboratory was officially opened during RINC 2022. This collaboration aims to elevate the skills and knowledge, enable current and relevant industry training for students, lifelong learners, and SP staff alike. This lab allows students and visitors to get up-close with the latest technologies and equipment implemented in the field of smart energy, enhancing their experience in energy saving, energy deployment, and carbon reduction in a safe and realistic environment.

As a company that strongly believes that talent development enables innovative development, CHINT has expanded its collaboration to internship programmes, skills training, and other courses to empower the development of talents in the industry.

"With over 35 years of global experience, CHINT prides ourselves for having a team of the industry’s best engineers and research scientists. For the same reason, CHINT has always been committed to nurturing talents from around the world to reimagine smart energy solutions. In Singapore, we have also been actively dedicating our resources to nurture the next generation of finest talents for the city state to tackle business, policy, sustainability and smart city transformation challenges. We will continually work hand-in-hand with Singapore Polytechnic and other local educational institutions on similar partnerships," said Mr Johnson Luu, Marketing Director, Asia Pacific, CHINT Global.

Mr Soh Wai Wah, Principal and CEO of Singapore Polytechnic, said, "This strategic partnership between CHINT and Singapore Polytechnic University will be an important contribution to Singapore's energy ecosystem and build a mature talent pipeline to support the community in achieving sustainable development goals. Together, we will help build a green and sustainable future for Singapore."

The Singapore Polytechnic University Regional Industrial Network Conference (RINC), an annual local thought leadership summit led by the Polytechnic, brings together business leaders and practitioners from the region to build a network, collaborate and share expertise, research, and solutions from different industries. Dr Amy Khor, Minister of State for Sustainable Development and the Environment of Singapore, attended and delivered the opening address and Mr Ngiam Shih Chun, Chief Executive of the Energy Market Authority delivered the keynote address.

About CHINT Global

Founded in 1984, CHINT's business across smart electric, green energy, industrial control and automation, smart building, and many others, form a full industry chain advantage encapsulating "electricity". CHINT has operations in more than 140 countries and regions, with a revenue of nearly USD16.1 billion in 2021.

About Singapore Polytechnic

Singapore Polytechnic (SP) was established in 1954 as the first polytechnic in Singapore. It offers 30 full-time diploma courses and 3 general entry courses to over 12,800 students on 10 campuses. SP provides a comprehensive, authentic, and industry-relevant curriculum, innovative and dynamic learning spaces, and a wide range of overseas programmes using a proven creative teaching framework.

Contacts

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

: Business Wire; Posted On Nov 09, 2022

Winter Storm Moves through Northern and Central California Bringing Rain and Snow; Hundreds of PG&E Personnel Responding to Local Power Outages

Crews and Resources Positioned Proactively to Restore Power Safely and as Quickly as Possible

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

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

PG&E Executing Its Response Plan

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

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

Keeping Customers Informed

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

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

Storm Safety Tips

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

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

About PG&E

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

Contacts

MEDIA RELATIONS:
415-973-5930

: Business Wire; Posted On Nov 09, 2022

Tidewater Announces Pricing of Public Offering of Common Stock

HOUSTON--(BUSINESS WIRE)--Tidewater Inc. (NYSE: TDW) (the “Company” or “Tidewater”) today announced the pricing of its registered underwritten public offering of 3,987,914 shares of its common stock at a public offering price of $30.25 per share. The gross proceeds from the offering, before deducting underwriting discounts and commissions and estimated offering expenses, are expected to be approximately $120,634,398. The Company intends to use the net proceeds from the offering (before expenses) to repurchase from Banyan Overseas Limited (“Banyan”) a number of warrants exercisable for shares of the Company’s common stock (“Warrants”) equal to the number of shares of the Company’s common stock sold in the offering. The Warrants were issued to Banyan in connection with the Company’s acquisition of all of the issued and outstanding shares of Swire Pacific Offshore Holdings Limited (now known as Tidewater Offshore Holdings Limited) from Banyan.

Morgan Stanley is acting as the sole underwriter for the offering. The offering is expected to close on November 10, 2022, subject to the satisfaction of customary closing conditions.

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

About Tidewater

Forward-Looking Statements

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

Contacts

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

: Business Wire; Posted On Nov 09, 2022

Babcock & Wilcox Enterprises Reports Third Quarter 2022 Results

Q3 2022 Highlights and Outlook:

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

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

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

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

Q3 2022 Financial Summary

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

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

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

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

Liquidity and Balance Sheet

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

Impacts of Market Conditions

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

Earnings Call Information

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

Non-GAAP Financial Measures

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

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

Bookings and Backlog

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

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

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

Forward-Looking Statements

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

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

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

About B&W Enterprises, Inc.

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

*Exhibit 1* *Babcock & Wilcox Enterprises, Inc.* *Condensed Consolidated Statements of Operations⁽¹⁾* (In millions, except per share amounts)

	Three Months Ended September 30,						Nine months ended September 30,
	2022			2021			2022			2021
Revenues	$	214.9		$	160.0		$	639.9		$	531.1
Costs and expenses:
Cost of operations		176.1			114.6			512.5			404.8
Selling, general and administrative expenses		39.4			38.2			127.4			112.4
Goodwill impairment		7.2			—			7.2			—
Advisory fees and settlement costs		1.2			1.8			10.3			9.7
Restructuring activities		0.4			4.6			0.4			8.0
Research and development costs (benefit)		1.0			(0.2	)		2.9			1.0
Gain on asset disposals, net		—			(13.8	)		(7.2	)		(15.8	)
Total costs and expenses		225.2			145.2			653.4			520.0
Operating (loss) income		(10.3	)		14.8			(13.4	)		11.1
Other expense:
Interest expense		(11.3	)		(8.3	)		(33.2	)		(30.6	)
Interest income		0.1			0.1			0.3			0.4
Gain on debt extinguishment		—			—			—			6.5
Gain (loss) on sale of business		—			—			—			(2.2	)
Benefit plans, net		7.4			9.9			22.3			24.9
Foreign exchange		(2.0	)		(1.7	)		(3.2	)		(1.1	)
Other income (expense) – net		0.5			(0.8	)		(0.2	)		(1.0	)
Total other expense		(5.3	)		(0.8	)		(14.0	)		(3.1	)
(Loss) income before income tax expense		(15.7	)		13.9			(27.5	)		8.0
Income tax expense		4.9			0.3			4.8			6.7
Net (loss) income		(20.6	)		13.6			(32.2	)		1.3
Net loss (income) attributable to non-controlling interest		2.8			—			3.6			—
Net (loss) income attributable to stockholders		(17.8	)		13.6			(28.6	)		1.3
Less: Dividend on Series A preferred stock		3.7			3.7			11.1			5.4
Net (loss) income attributable to stockholders of common stock	$	(21.5	)	$	10.0		$	(39.7	)	$	(4.1	)

Basic (loss) earnings per share	$	(0.24	)	$	0.12		$	(0.45	)	$	(0.05	)
Diluted (loss) earnings per share	$	(0.24	)	$	0.11		$	(0.45	)	$	(0.05	)

Shares used in the computation of earnings (loss) per share:
Basic		88.3			86.0			88.1			81.1
Diluted		88.3			87.0			88.1			81.1

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

*Exhibit 2* *Babcock & Wilcox Enterprises, Inc.* *Condensed Consolidated Balance Sheets⁽¹⁾*

(In millions, except per share amount)	September 30, 2022			December 31, 2021
Cash and cash equivalents	$	48.5		$	224.9
Current restricted cash and cash equivalents		9.6			1.8
Accounts receivable – trade, net		146.5			132.1
Accounts receivable – other		46.5			34.6
Contracts in progress		125.0			80.2
Inventories, net		97.8			79.5
Other current assets		24.6			29.4
Total current assets		498.6			582.4
Net property, plant and equipment, and finance lease		81.7			85.6
Goodwill		155.2			116.5
Intangible assets, net		59.8			43.8
Right-of-use assets		30.4			30.2
Long-term restricted cash		11.4			—
Other assets		44.4			54.8
Total assets	$	881.6		$	913.3

Accounts payable	$	122.1		$	85.9
Accrued employee benefits		12.1			13.0
Advance billings on contracts		98.0			68.4
Accrued warranty expense		10.6			12.9
Financing lease liabilities		1.1			2.4
Operating lease liabilities		3.8			4.0
Other accrued liabilities		69.5			54.4
Loans payable		2.3			12.4
Total current liabilities		319.5			253.4
Senior notes		333.5			326.4
Long term loans payable		0.5			1.5
Pension and other postretirement benefit liabilities		156.5			182.7
Non-current finance lease liabilities		27.8			29.4
Non-current operating lease liabilities		27.3			26.7
Other non-current liabilities		33.5			34.6
Total liabilities		898.7			854.6
Commitments and contingencies
Stockholders' (deficit) equity:
Preferred stock, par value $0.01 per share, authorized shares of 20,000; issued and outstanding shares of 7,669 and 7,669 at September 30, 2022 and December 31, 2021, respectively		0.1			0.1
Common stock, par value $0.01 per share, authorized shares of 500,000; issued and outstanding shares of 88,633 and 86,286 at September 30, 2022 and December 31, 2021, respectively		5.1			5.1
Capital in excess of par value		1,533.9			1,518.9
Treasury stock at cost, 1,867 and 1,525 shares at September 30, 2022 and December 31, 2021, respectively		(113.7	)		(110.9	)
Accumulated deficit		(1,360.9	)		(1,321.2	)
Accumulated other comprehensive loss		(82.5	)		(58.8	)
Stockholders' (deficit) equity attributable to shareholders		(18.0	)		33.1
Non-controlling interest		0.9			25.5
Total stockholders' (deficit) equity		(17.1	)		58.6
Total liabilities and stockholders' (deficit) equity	$	881.6		$	913.3

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

Contacts

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

Media Contact:
Ryan Cornell
Public Relations
Babcock & Wilcox Enterprises, Inc.
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: Business Wire; Posted On Nov 08, 2022

KKR to Invest $400 Million in Decarbonization Platform Serentica Renewables

Serentica seeks to enable the energy transition for energy-intensive, hard-to-abate industrial sectors by providing complex clean energy solutions
Transaction is among the largest industrial decarbonization investments in India to date

NEW DELHI--(BUSINESS WIRE)--KKR, a leading global investment firm, and Serentica Renewables (“Serentica” or the “Company”), a decarbonization platform that seeks to enable the energy transition by providing complex clean energy solutions for energy-intensive, hard-to-abate industries, today announced the signing of definitive agreements under which KKR will invest $400 million in the Company.

Serentica looks to deliver round-the-clock clean energy solutions for large-scale, energy-intensive industrial customers. This includes providing renewable energy solutions through long-term Power Purchase Agreements (“PPAs”) and working closely with customers to design their paths to net-zero electricity. Currently, the Company has entered into three long-term PPAs and is in the process of developing ~1,500 MW of solar and wind power projects across various states including Karnataka, Rajasthan, and Maharashtra. Serentica’s medium term goal is to install 5,000 MW of carbon-free generation capacity coupled with different storage technologies and supply over 16 billion units of clean energy annually and displace 20 million tonnes of CO2 emissions.

Serentica’s launch builds on the favorable macroeconomic tailwinds behind India’s power and renewables sectors, as well as the government’s strong commitment to advancing India’s energy transition. In addition, Serentica looks to provide clean energy alternatives to the critical but hard-to-abate industrial sectors that continue to drive India’s development and economic growth. As energy demands continue to rise alongside India’s developmental needs and prosperity, there is significant potential for renewable energy to play an important role in meeting the energy needs of the industrial sector in a sustainable manner.

Pratik Agarwal, Director of Serentica Renewables, said, “We are happy to have a like-minded strategic partner in KKR who believes in our model of sustainable development. The world is undergoing a clean energy transition and India is at the forefront of this effort with its ambitious target of 450GW by the year 2030. This investment will allow us to leap ahead in our vision of decarbonizing large energy intensive industries and help in reversing climate change. This transaction is amongst the largest industrial decarbonization investments in India to date and carries forward the global decarbonization agenda which is centre stage at COP27 (2022 United Nations Climate Change Conference).”

Hardik Shah, Partner at KKR, said, “Our investment in Serentica reflects KKR’s confidence in India’s renewables sector and our commitment to advancing the energy transition in India. Energy-intensive, heavy-industry companies play an important role in society but have traditionally faced more challenges in meeting energy needs sustainably. With Serentica, we look to support these companies in their decarbonization objectives. We are delighted to back Serentica through this latest strategic partnership and are excited to develop Serentica into a leading decabonization platform that can contribute meaningfully to the energy transition requirements that lie ahead of us.”

Standard Chartered Bank acted as the sole financial advisor to Serentica for this transaction.

KKR makes its investment from its Asia Pacific Infrastructure strategy. The transaction in Serentica marks KKR’s latest investment in India and the renewables sector. Since 2011, KKR has deployed over $15 billion in equity globally to invest in renewable assets, such as solar and wind, which have an operational power generation capacity of 23 GW, as of December 31, 2021. In Asia Pacific, KKR sees renewables as core to its infrastructure strategy and seeks to invest behind the significant opportunities across the region.

About Serentica Renewables

Established in 2022, Serentica Renewables is 100% held by Twinstar Overseas Limited (“TSOL”) which also owns controlling stakes in Sterlite Power Transmission Limited & Sterlite Technologies Ltd. Serentica Renewables looks to provide round-the-clock clean energy solutions enabling the transition of large-scale, energy-intensive industries to clean energy. The company is focused on industrial decarbonization, by making renewables the primary source of energy for the commercial & industrial segment which consumes more than 50% of the electricity generated in India. Serentica aims to provide assured renewable energy through a combination of solar, wind, energy storage and balancing solutions.

For more details on Serentica, please visit www.serenticaglobal.com

About KKR

KKR is a leading global investment firm that offers alternative asset management as well as capital markets and insurance solutions. KKR aims to generate attractive investment returns by following a patient and disciplined investment approach, employing world-class people, and supporting growth in its portfolio companies and communities. KKR sponsors investment funds that invest in private equity, credit and real assets and has strategic partners that manage hedge funds. KKR’s insurance subsidiaries offer retirement, life, and reinsurance products under the management of Global Atlantic Financial Group. References to KKR’s investments may include the activities of its sponsored funds and insurance subsidiaries. For additional information about KKR & Co. Inc. (NYSE: KKR), please visit KKR’s website at www.kkr.com and on Twitter @KKR_Co.

Contacts

Media enquiries:
For Serentica Renewables:
Ajay Padamanabhan
+91 90112 38700
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For KKR:
Wei Jun Ong
+ 65 9139 5813
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: Business Wire; Posted On Nov 09, 2022

Excelerate Energy Announces Chief Operating Officer Succession Plan

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

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

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

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

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

ABOUT EXCELERATE ENERGY

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

Contacts

Investors
Craig Hicks
Excelerate Energy
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Media
Stephen Pettibone / Frances Jeter
FGS Global
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: Business Wire; Posted On Nov 08, 2022

New Fortress Energy Announces Third Quarter 2022 Results

NEW YORK--(BUSINESS WIRE)--New Fortress Energy Inc. (Nasdaq: NFE) (“NFE” or the “Company”) today reported its financial results for the third quarter of 2022.

Summary Highlights

Pleased to report Q3 2022 Adjusted EBITDA⁽¹⁾ of $291 million and $1.17 billion over the trailing twelve months ended September 30, 2022. NFE's net income for Q3 2022 and trailing twelve months was $56 million and $271 million, respectively
Adjusted EPS⁽¹⁾ for the period was $0.41 per share on a fully diluted basis, or EPS of $0.29 per share when including a non-cash impairment charge of $24 million resulting from an asset sale⁽²⁾ announced in Q2 and completed in Q4 2022
We are on track to achieve our Illustrative Adjusted EBITDA Goal⁽³⁾ of ~$1.1 billion for 2022
- Recently announced increase of 2023 Illustrative Adjusted EBITDA Goal⁽³⁾ to ~$2.5+ billion (from ~$1.5+ billion), and Illustrative Adjusted EBITDA Goals⁽³⁾ of ~$4+ billion and ~$5+ billion for 2024 and 2025, respectively
- Increase in 2023 earnings goals driven primarily by expected Deployment⁽⁴⁾ of FLNG 1 in the first half of 2023, as well as higher expected operating margins and continued LNG portfolio optimization

Fast LNG

Construction of our Fast LNG units is progressing rapidly with the first FLNG unit expected to achieve Mechanical Completion⁽⁵⁾ in March 2023 and commence Operations⁽⁴⁾ by mid-2023
Our Fast LNG units represent more than half of the world’s expected incremental LNG supply in 2023-2024, and we expect will be utilized in the near term to address Europe’s energy security issues
We expect our five Fast LNG units under Development⁽⁶⁾ to add approximately 7+ mtpa of new liquefaction capacity by the end of 2024 for a total LNG supply portfolio of approximately 9.5 mtpa

Mexico

We signed binding agreements⁽⁷⁾ with CFE on November 3 in Mexico City for a new FLNG hub at Altamira (originally announced July 5)
We are selling our 135 MW La Paz power plant to CFE⁽⁷⁾ for approximately $180mm
We are extending and expanding our gas supply agreement⁽⁷⁾ with CFE in Baja California Sur for ten years with improved pricing
We finalized our partnership terms⁽⁸⁾ with Pemex to jointly develop the Lakach deepwater natural gas field and to deploy a Fast LNG unit to that location

Balance Sheet

Over the past two quarters, we simplified our capital structure, securing more than $2.0 billion of internally generated liquidity to fund⁽⁹⁾ our Fast LNG program
We closed the sale of CELSE⁽²⁾, the owner of the Sergipe Power Plant and Facility in Brazil, and closed the transaction for Energos Infrastructure, our joint venture with Apollo in which NFE holds long-term charters for ten LNG vessels⁽¹⁰⁾

Terminals

Our commitment to our customers at our downstream terminals remains robust, and we progressed several projects during the quarter
The Eems Energy Terminal in The Netherlands commenced Operations⁽⁴⁾ in September utilizing our FSRU Energos Igloo
We expect the Eems Energy Terminal to increase LNG capacity in the near-term with NFE as a potential new capacity holder of re-gas slots
We are still on schedule to Complete⁽⁴⁾ our Barcarena and Santa Catarina terminal developments this year, and we are now preparing to commence Operations⁽⁴⁾ in 2023
We advanced pre-Development⁽⁶⁾ activities for our Ireland terminal, with plans for a 600 MW power plant, and expect to receive relevant permits by year-end 2022

Hydrogen

We continue to progress Development⁽⁶⁾ activities in ZERO, our pure-play clean hydrogen business, with a plan to separately capitalize and a clear path for expansion
The Inflation Reduction Act of 2022 (“IRA”)⁽¹¹⁾ represents the largest climate investment in U.S. history and is expected to drive $4+ trillion in capital investment in U.S. energy infrastructure over the next ten years
The IRA⁽¹¹⁾ includes a $3/kg tax credit for the production of clean hydrogen, and we believe the U.S. is poised to become the leading venue in the world for industrial-scale clean hydrogen
We have commenced construction⁽⁶⁾ on our first hydrogen plant in Beaumont (120 MW, ~50 tpd), an industrial hub in Texas, and have several other projects in various stages of development

NFE’s Board of Directors approved a dividend of $0.10 per share, with a record date of December 7, 2022 and a payment date of December 20, 2022


Financial Highlights

	Three Months Ended
(in millions)	June 30, 2022			September 30, 2022
Revenues	$	584.9		$	731.9
Net (loss) income	$	(178.4	)	$	56.2
Adjusted net income	$	145.7		$	85.6
Terminals and Infrastructure Segment Operating Margin⁽¹²⁾	$	237.7		$	251.5
Ships Segment Operating Margin⁽¹²⁾	$	89.7		$	87.9
Total Segment Operating Margin⁽¹²⁾	$	327.4		$	339.3
Adjusted EBITDA⁽¹⁾	$	283.5		$	290.7

Please refer to our Q3 2022 Investor Presentation (the “Presentation”) for further information about the following terms:
1)		“Adjusted EBITDA” and "Adjusted EPS" see definition and reconciliation of these non-GAAP measures in the exhibits to this press release.
2)		Refers to the sale by NFE and Ebrasil Energia Ltda. and its shareholders (“Ebrasil”) to Eneva S.A. (“Eneva”) of 100% of the equity interests of the Porto de Sergipe Power Plant, including 100% of the shares of Centrais Elétricas de Sergipe Participações S.A. (“CELSEPAR”), which owns 100% of the equity interests of the Sergipe Power Plant, and Centrais Elétricas Barra dos Coqueiros S.A. (“CEBARRA”), which owns 1.7 GW of expansion rights adjacent to the Sergipe Power Plant. Closing of this transaction occurred on October 3, 2022.
3)		“Illustrative Adjusted EBITDA Goal” is based on the "Illustrative Total Segment Operating Margin Goal" less illustrative Core SGA assumed to be at $180mm in 2022 and $192mm for all periods 2023 onward including the pro rata share of Core SG&A from unconsolidated entities. “Illustrative Total Segment Operating Margin Goal,” or “Illustrative Future Goal” means our goal for Total Segment Operating Margin under certain illustrative conditions. Please refer to this explanation for all uses of this term. This goal reflects the volumes of LNG that it is our goal to sell under binding contracts multiplied by the average price per unit at which we expect to price LNG deliveries, including both fuel sales and capacity charges or other fixed fees, less the cost per unit at which we expect to purchase or produce and deliver such LNG or natural gas, including the cost to (i) purchase natural gas, liquefy it, and transport it to one of our terminals or purchase LNG in strip cargos or on the spot market, (ii) transfer the LNG into an appropriate ship and transport it to our terminals or facilities, (iii) deliver the LNG, regasify it to natural gas and deliver it to our customers or our power plants and (iv) maintain and operate our terminals, facilities and power plants. For vessels chartered to third parties, this illustration reflects the revenue from ships chartered to third parties, capacity and tolling arrangements, and other fixed fees, less the cost to operate and maintain each ship, in each case based on contracted amounts for ship charters, capacity and tolling fees, and industry standard costs for operation and maintenance. There can be no assurance that the costs of purchasing or producing LNG, transporting the LNG and maintaining and operating our terminals and facilities will result in the Illustrative Total Segment Operating Margin Goal reflected. For the purpose of this press release, we have assumed an average Total Segment Operating Margin between $10.37 and $22.13 per MMBtu for all downstream terminal economics, because we assume that (i) we purchase delivered gas at a weighted average of $9.80 in Q4-22, $11.16 in 2022, and $9.93 in 2023, (ii) our volumes increase over time, and (iii) we will have costs related to shipping, logistics and regasification similar to our current operations because the liquefaction facility and related infrastructure and supply chain to deliver LNG from Pennsylvania or Fast LNG (“FLNG”) does not exist, and those costs will be distributed over the larger volumes. For Hygo + Suape assets we assume an average delivered cost of gas of $9.76 in 2022, and $9.90 in 2023 based on industry averages in the region and the existing LNG contract at Sergipe. Hygo + Sergipe incremental assets include every terminal and power plant other than Sergipe, and we assume all are Operational and earning revenue through fuel sales and capacity charges or other fixed fees. This illustration reflects our effective share of operating margin from Sergipe Power Plant. For Vessels chartered to third parties, this illustration reflects the revenue from ships chartered to third parties, capacity and tolling arrangements, and other fixed fees, less the cost to operate and maintain each ship, in each case based on contracted amounts for ship charters, capacity and tolling fees, and industry standard costs for operation and maintenance. We assume an average Total Segment Operating Margin of up to $211k per day per vessel and our effective share of revenue and operating expense related to the existing tolling agreement for the Hilli FLNG going forward. For Fast LNG, this illustration reflects the difference between the delivered cost of open LNG and the delivered cost of open market LNG less Fast LNG production cost. Management is currently in multiple discussions with counterparties to supply feedstock gas at pricing between $4.85 per MMBtu to $7.02 per MMBtu, multiplied by the volumes for Fast LNG installation of 1.4 MTPA each per year. These costs do not include expenses and income that are required by GAAP to be recorded on our financial statements, including the return of or return on capital expenditures for the relevant project, and selling, general and administrative costs. Our current cost of natural gas per MMBtu are higher than the costs we would need to achieve Illustrative Total Segment Operating Margin Goal, and the primary drivers for reducing these costs are the reduced costs of purchasing gas and the increased sales volumes, which result in lower fixed costs being spread over a larger number of MMBtus sold. References to volumes, percentages of such volumes and the Illustrative Total Segment Operating Margin Goal related to such volumes (i) are not based on the Company’s historical operating results, which are limited, and (ii) do not purport to be an actual representation of our future economics. We cannot assure you if or when we will enter into contracts for sales of additional LNG, the price at which we will be able to sell such LNG, or our costs to produce and sell such LNG. Actual results could differ materially from the illustration and there can be no assurance we will achieve our goal.
4)		“Online”, “Operational”, "Operating", "Completion", "Completed", “Deployment” or similar statuses (either capitalized or lower case) with respect to a particular project means we expect gas to be made available within sixty (60) days, gas has been made available to the relevant project, or that the relevant project is in full commercial operations. Where gas is going to be made available or has been made available but full commercial operations have not yet begun, full commercial operations will occur later than, and may occur substantially later than, our reported Operational, Completion or Deployment date, and we may not generate any revenue until full commercial operations has begun. We cannot assure you if or when such projects will reach full commercial operations. Actual results could differ materially from the illustrations reflected in this press release and there can be no assurance we will achieve our goals. Our ability to export liquefied natural gas depends on our ability to obtain export and other permits from the United States, Mexican and other governmental and regulatory agencies , which we have not yet obtained. No assurance can be given that we will receive required permits, approvals and authorizations from governmental and regulatory agencies in connection with the exportation of liquefied natural gas on a timely basis or at all.
5)		“Mechanical Completion” or similar statuses with respect to a particular project means we have completed construction and certain subsystems are ready to be handed over to the commissioning team. There may be several mechanical completion milestones defined for the various subsystems of a project. Therefore, no assurance can be given that we will be able to complete a project and begin operations even if a project has reached mechanical completion.
6)		“Under Construction”, “In Construction”, “Under Construction”, “Development,” “In Development” or similar statuses means that we have taken steps and invested money to develop a facility, including execution of agreements for the development of the project (subject, in certain cases, to satisfaction of conditions precedent), procuring land rights and entitlements, negotiating or signing construction contracts, and undertaking active engineering, procurement and construction work. Our development projects are in various phases of progress, and there can be no assurance that we will continue progress on each development as we expect or that each development will be Completed or enter full commercial operations. There can be no assurance that we will be able to enter into the contracts required for the development of these facilities on commercially favorable terms or at all. If we are unable to enter into favorable contracts or to obtain the necessary regulatory and land use approvals on favorable terms, we may not be able to construct and operate these assets as expected, or at all. Additionally, the construction of facilities is inherently subject to the risks of cost overruns and delays, and these risks of delay are exacerbated by the COVID-19 pandemic. If we are unable to construct, commission and operate all of our facilities as expected, or, when and if constructed, they do not accomplish our goals, or if we experience delays or cost overruns in construction, our business, operating results, cash flows and liquidity could be materially and adversely affected.
7)		Refers to the binding short-form agreements with Comisión Federal de Electricidad (“CFE”) related to the (i) expansion and extension of NFE’s supply of natural gas to multiple CFE power generation facilities in Baja California Sur, (ii) sale of NFE’s 135 MW La Paz power plant to CFE, and (iii) creation of a new LNG hub off the coast of Altamira, Tamaulipas, with CFE supplying the requisite feedgas to multiple NFE FLNG units using CFE’s existing pipeline capacity. These transactions are subject to customary terms and conditions and execution of final long-form binding definitive agreements. We cannot assure you if or when we will enter into long-form definitive agreements related to such projects or the terms of any such agreements. Furthermore, upon execution of long-form definitive agreements, we cannot assure you if or when conditions to such agreements will be satisfied, or if we will obtain the required approvals for the transactions set forth in such agreement.
8)		Refers to discussions with Petróleos Mexicanos (“Pemex”) to form a long-term strategic partnership to develop the Lakach deepwater natural gas field for Pemex to supply natural gas to Mexico's onshore domestic market and for NFE to produce LNG for export to global markets. If the parties form a partnership, NFE expects to invest in the continued development of the Lakach field over a two-year period by completing seven offshore wells and to deploy a 1.4 MTPA Fast LNG unit to liquefy the majority of the produced natural gas. Remaining natural gas and associated condensate volumes are expected to be utilized by Pemex in Mexico's onshore domestic market. These transactions are subject to customary terms and conditions and execution of final binding agreements. We cannot assure you if or when we will enter into final binding definitive agreements related to such contracts or the terms of any such contracts.
9)		Represents management’s expectations regarding the funding of the committed expenditures reflected and the estimated expenditures. The estimated expenditures, including those related to project costs, are not based on generally accepted accounting principles and should not be relied upon for any reason. There is no guarantee that we will reach our goals for funding the estimated expenditures and actual results may differ from our expectations.
10)		Refers to sale of 11 liquefied natural gas (“LNG”) infrastructure vessels consisting of Floating Storage and Regasification assets, Floating Storage vessels and LNG carriers owned by NFE to a newly formed joint venture amed Energos Infrastructure (“Energos”), owned approximately 80% by Apollo-managed funds and 20% by NFE. Closing of this transaction occurred on August 15, 2022.
11)		The Inflation Reduction Act was signed into law on August 16, 2022 (Public Law 117-169). The U.S. Department of the Treasury and the Internal Revenue Service (IRS) are charged with promulgating the climate and clean energy tax incentives included in the legislation. These implementing regulations have not yet been issued. Furthermore, the IRA is subject to decision, administration and implementation by various governmental agencies and bodies. There is no guarantee that such new implementing regulations or their interpretation, administration or implementation will be favorable to us or our business. In addition, new regulation can be subject to legal challenges in courts, which could lead to its suspension and prevent their implementation.
12)		“Total Segment Operating Margin” is the total of our Terminals and Infrastructure Segment Operating Margin and Ships Segment Operating Margin. "Terminals and Infrastructure Segment Operating Margin" includes our effective share of revenue, expenses and operating margin attributable to our 50% ownership of Centrais Elétricas de Sergipe Participações S.A. (“CELSEPAR”). "Ships Segment Operating Margin" includes our effective share of revenue, expenses and operating margin attributable to our ownership of 50% of the common units of Hilli LLC. Hilli LLC owns Golar Hilli Corporation (“Hilli Corp”), the disponent owner of the Hilli.

Additional Information

For additional information that management believes to be useful for investors, please refer to the presentation posted on the Investors section of New Fortress Energy’s website, www.newfortressenergy.com, and the Company’s most recent Annual Report on Form 10-K and Quarterly Report on Form 10-Q, which is available on the Company’s website. Nothing on our website is included or incorporated by reference herein.

Earnings Conference Call

Management will host a conference call on Tuesday, November 8, 2022 at 8:00 A.M. Eastern Time. The conference call may be accessed by dialing (888) 394-8218 (toll free from within the U.S.) or +1-323-794-2551 (from outside of the U.S.) fifteen minutes prior to the scheduled start of the call; please reference “NFE Third Quarter 2022 Earnings Call” or conference code 9719071.

A simultaneous webcast of the conference call will be available to the public on a listen-only basis at www.newfortressenergy.com within the "Investors" tab under “Events & Presentations.” Please allow extra time prior to the call to visit the website and download any necessary software required to listen to the internet broadcast. A replay of the conference call will be available at the same website location shortly after the conclusion of the live call.

About New Fortress Energy Inc.

New Fortress Energy Inc. (NASDAQ: NFE) is a global energy infrastructure company founded to help address energy poverty and accelerate the world’s transition to reliable, affordable, and clean energy. The company owns and operates natural gas and liquefied natural gas (LNG) infrastructure and an integrated fleet of ships and logistics assets to rapidly deliver turnkey energy solutions to global markets. Collectively, the company’s assets and operations reinforce global energy security, enable economic growth, enhance environmental stewardship and transform local industries and communities around the world.

Cautionary Statement Concerning Forward-Looking Statements

This press release contains certain statements and information that may constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. All statements contained in this press release other than historical information are forward-looking statements that involve known and unknown risks and relate to future events, our future financial performance or our projected business results. You can identify these forward-looking statements by the use of forward-looking words such as “expects,” “may,” “will,” “approximately,” “predicts,” “intends,” “plans,” “estimates,” “anticipates,” or the negative version of those words or other comparable words. Forward looking statements include: illustrative financial metrics and other similar metrics, including goals, expected financial growth, margins and portfolio optimization, among others; the successful development and deployment of our Fast LNG liquefaction technology on time and within the expected specifications and design; operation of Fast LNG facilities expectations, including volume production, capacity, sales and reserves of LNG; expectations related to future LNG and energy industries, as well as the development, construction and operation of new facilities; the execution of definitive documents and their related terms and conditions, including without limitation the sales price of the La Paz power plant to CFE; funding of our projects; expectations regarding ability to construct, complete and commission our projects on time and within budget; successful positioning of our hydrogen business and expectations related to the hydrogen industry in the U.S. and globally; expectations related to the impact and implementation of the IRA; and all the information in the exhibits to this press release. These forward-looking statements are necessarily estimates based upon current information and involve a number of risks, uncertainties and other factors, many of which are outside of the Company’s control. Actual results or events may differ materially from the results anticipated in these forward-looking statements. Specific factors that could cause actual results to differ from those in the forward-looking statements include, but are not limited to: unknown and unforeseen risks associated with the development of new technologies such as the Fast LNG technology, including failure to meet design and engineering specifications, incompatibility of systems, delays and schedule changes, high costs and expenses, regulatory and legal challenges, instability or clarity of application of laws, and rules and regulations to the technology, among others; risks related to the development, construction, completion or commissioning schedule for the facilities; risks related to the operation and maintenance of our facilities and assets; failure of our third-party contractors, equipment manufacturers, suppliers and operators to perform their obligations for the development, construction and operation of our projects, vessels and assets; our ability to implement our business strategy; cyclical or other changes in the demand for and price of LNG and natural gas; competition in the energy industry; the gas reserves offshore in the expected locations may not be as extensive as we expect; risks related to the approval and execution of definitive documentation; the risk that the proposed transactions may not be completed in a timely manner or at all; inability to realize the anticipated benefits from the technology, including the cost and time savings anticipated; the receipt of permits, approvals and authorizations from governmental and regulatory agencies on a timely basis or at all; new or changes to existing governmental policies, laws, rules or regulations, or the administration thereof; failure to maintain sufficient working capital and to generate revenues, which could adversely affect our ability to fund our projects; common risks related to marine LNG operations; adverse regional, national, or international economic conditions, adverse capital market conditions and adverse political developments; and the impact of public health crises, such as pandemics (including coronavirus (COVID-19)) and epidemics and any related company or government policies and actions to protect the health and safety of individuals or government policies or actions to maintain the functioning of national or global economies and markets.

Contacts

Investors:
Patrick Hughes
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Media:
Jake Suski
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: Business Wire; Posted On Nov 09, 2022

Rogers Corporation Reports Third Quarter 2022 Results

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

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

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

Financial Overview

GAAP Results	Q3 2022	Q2 2022	Q3 2021
Net Sales ($M)	$247.2	$252.0	$238.3
Gross Margin	31.6%	34.3%	38.5%
Operating Margin	7.5%	9.3%	14.2%
Net Income ($M)	$14.8	$17.9	$25.1
Net Income Margin	6.0%	7.1%	10.5%
Diluted Earnings Per Share	$0.78	$0.94	$1.33
Net Cash Provided by Operating Activities	$13.5	$2.0	$39.9

Non-GAAP Results¹	Q3 2022	Q2 2022	Q3 2021
Adjusted Operating Margin	10.8%	12.1%	17.2%
Adjusted Net Income ($M)	$21.2	$23.2	$30.9
Adjusted Earnings Per Diluted Share	$1.11	$1.22	$1.64
Adjusted EBITDA ($M)	$39.7	$45.4	$54.2
Adjusted EBITDA Margin	16.0%	18.0%	22.7%
Free Cash Flow ($M)	$(20.3)	$(22.9)	$17.9

Net Sales by Operating Segment (dollars in millions)	Q3 2022	Q2 2022	Q3 2021
Advanced Electronics Solutions (AES)	$130.6	$141.2	$135.0
Elastomeric Material Solutions (EMS)	$111.0	$105.1	$98.0
Other	$5.6	$5.7	$5.3

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

Q3 2022 Summary of Results

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

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

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

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

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

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

Additional Information

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

About Rogers Corporation

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

Safe Harbor Statement

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

(Financial statements follow)

*Condensed Consolidated Statements of Operations (Unaudited)*

	Three Months Ended						Nine Months Ended
(DOLLARS AND SHARES IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)	September 30, 2022			September 30, 2021			September 30, 2022			September 30, 2021
Net sales	$	247,231		$	238,263		$	747,467		$	702,434
Cost of sales		169,167			146,609			497,491			431,448
Gross margin		78,064			91,654			249,976			270,986

Selling, general and administrative expenses		50,653			47,886			164,496			135,258
Research and development expenses		9,140			7,531			25,450			22,195
Restructuring and impairment charges		373			1,007			1,119			3,260
Other operating (income) expense, net		(578	)		1,431			(2,852	)		3,536
Operating income		18,476			33,799			61,763			106,737

Equity income in unconsolidated joint ventures		1,162			1,773			4,237			5,884
Pension settlement charges		—			(534	)		—			(534	)
Other income (expense), net		977			(469	)		1,563			3,738
Interest expense, net		(2,942	)		(441	)		(5,559	)		(1,452	)
Income before income tax expense		17,673			34,128			62,004			114,373
Income tax expense		2,835			8,999			12,683			29,371
Net income	$	14,838		$	25,129		$	49,321		$	85,002

Basic earnings per share	$	0.79		$	1.34		$	2.62		$	4.54

Diluted earnings per share	$	0.78		$	1.33		$	2.60		$	4.51

Shares used in computing:
Basic earnings per share		18,818			18,740			18,804			18,727
Diluted earnings per share		18,999			18,874			18,997			18,831

*Condensed Consolidated Statements of Financial Position (Unaudited)*

(DOLLARS AND SHARES IN THOUSANDS, EXCEPT PAR VALUE)	September 30, 2022			December 31, 2021
Assets
Current assets
Cash and cash equivalents	$	236,461		$	232,296
Accounts receivable, less allowance for doubtful accounts of $1,227 and $1,223		162,929			163,092
Contract assets		41,809			36,610
Inventories		173,610			133,384
Prepaid income taxes		4,008			1,921
Asbestos-related insurance receivables, current portion		3,361			3,176
Other current assets		15,500			13,586
Total current assets		637,678			584,065
Property, plant and equipment, net of accumulated depreciation of $368,270 and $367,850		374,984			326,967
Investments in unconsolidated joint ventures		12,974			16,328
Deferred income taxes		41,873			32,671
Goodwill		338,312			370,189
Other intangible assets, net of amortization		150,148			176,353
Pension assets		5,461			5,123
Asbestos-related insurance receivables, non-current portion		55,516			59,391
Other long-term assets		8,844			27,479
Total assets	$	1,625,790		$	1,598,566
Liabilities and Shareholders’ Equity
Current liabilities
Accounts payable	$	57,200		$	64,660
Accrued employee benefits and compensation		35,978			48,196
Accrued income taxes payable		4,046			9,632
Asbestos-related liabilities, current portion		4,048			3,841
Other accrued liabilities		36,644			37,620
Total current liabilities		137,916			163,949
Borrowings under revolving credit facility		290,000			190,000
Pension and other postretirement benefits liabilities		1,495			1,618
Asbestos-related liabilities, non-current portion		60,167			64,491
Non-current income tax		8,013			7,131
Deferred income taxes		24,599			29,451
Other long-term liabilities		13,747			23,031
Shareholders’ equity
Capital stock - $1 par value; 50,000 authorized shares; 18,812 and 18,730 shares issued and outstanding		18,812			18,730
Additional paid-in capital		165,276			163,583
Retained earnings		1,031,146			981,825
Accumulated other comprehensive loss		(125,381	)		(45,243	)
Total shareholders' equity		1,089,853			1,118,895
Total liabilities and shareholders' equity	$	1,625,790		$	1,598,566

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

Non-GAAP financial measures:

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

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

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

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

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

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

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

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

**Reconciliation of GAAP operating margin to adjusted operating margin:***
	2022				2021
Operating margin	Q3		Q2		Q3
GAAP operating margin	7.5	%	9.3	%	14.2	%

Acquisition and related integration costs	—	%	0.1	%	0.4	%
Restructuring, severance, impairment and other related costs	0.5	%	0.4	%	0.7	%
UTIS fire (recovery)/charges	(0.2	) %	(0.7	)%	0.6	%
Costs associated with the proposed DuPont acquisition	1.4	%	1.4	%	—	%
Total discrete items	1.7	%	1.1	%	1.7	%
Operating margin adjusted for discrete items	9.2	%	10.4	%	15.9	%

Acquisition intangible amortization	1.7	%	1.7	%	1.3	%

Adjusted operating margin	10.8	%	12.1	%	17.2	%
*Percentages in table may not add due to rounding.

*Reconciliation of GAAP net income to adjusted net income:*
(amounts in millions)	2022						2021
Net income	Q3			Q2			Q3
GAAP net income	$	14.8		$	17.9		$	25.1

Acquisition and related integration costs		0.1			0.1			1.0
Pension settlement charges		—			—			0.5
Restructuring, severance, impairment and other related costs		1.3			1.0			1.7
UTIS fire (recovery)/charges		(0.6	)		(1.7	)		1.4
Costs associated with the proposed DuPont acquisition		3.4			3.4			—
Acquisition intangible amortization		4.1			4.2			3.1
Income tax effect of non-GAAP adjustments and intangible amortization		(2.0	)		(1.7	)		(2.0	)
Adjusted net income	$	21.2		$	23.2		$	30.9
*Values in table may not add due to rounding.

**Reconciliation of GAAP earnings per diluted share to adjusted earnings per diluted share:***
	2022						2021
Earnings per diluted share	Q3			Q2			Q3
GAAP earnings per diluted share	$	0.78		$	0.94		$	1.33

Acquisition and related integration costs		—			—			0.04
Pension settlement charges		—			—			0.02
Restructuring, severance, impairment and other related costs		0.05			0.04			0.07
UTIS fire (recovery)/charges		(0.02	)		(0.07	)		0.06
Costs associated with the proposed DuPont acquisition		0.14			0.14			—
Total discrete items	$	0.17		$	0.11		$	0.19

Earnings per diluted share adjusted for discrete items		0.95			1.05			1.52

Acquisition intangible amortization	$	0.16		$	0.17		$	0.12

Adjusted earnings per diluted share	$	1.11		$	1.22		$	1.64
*Values in table may not add due to rounding.

**Reconciliation of GAAP net income to adjusted EBITDA:***
	2022						2021
(amounts in millions)	Q3			Q2			Q3
GAAP Net income	$	14.8		$	17.9		$	25.1

Interest expense, net		2.9			1.5			0.4
Income tax expense		2.8			6.1			9.0
Depreciation		7.3			8.0			7.0
Amortization		4.1			4.2			3.1
Stock-based compensation expense		3.5			4.9			4.8
Acquisition and related integration costs		0.1			0.1			1.0
Pension settlement charges		—			—			0.5
Restructuring, severance, impairment and other related costs		1.3			1.0			1.8
UTIS fire (recovery)/charges		(0.6	)		(1.7	)		1.4
Costs associated with the proposed DuPont acquisition		3.4			3.4			—
Adjusted EBITDA	$	39.7		$	45.4		$	54.2
*Values in table may not add due to rounding.

**Calculation of adjusted EBITDA margin:***
	2022						2021
	Q3			Q2			Q3
Adjusted EBITDA (in millions)	$	39.7		$	45.4		$	54.2
Divided by Total Net Sales (in millions)		247.2			252.0			238.3
Adjusted EBITDA Margin		16.0	%		18.0	%		22.7	%
*Values in table may not add due to rounding.

**Reconciliation of net cash provided by operating activities to free cash flow:***
	2022						2021
(amounts in millions)	Q3			Q2			Q3
Net cash provided by operating activities	$	13.5		$	2.0		$	39.9
Non-acquisition capital expenditures		(33.8	)		(25.0	)		(22.0	)
Free cash flow	$	(20.3	)	$	(22.9	)	$	17.9
*Values in table may not add due to rounding.

Contacts

Investor contact:
Steve Haymore
Phone: 480-917-6026
Email: This email address is being protected from spambots. You need JavaScript enabled to view it.

Website address: http://www.rogerscorp.com

: Business Wire; Posted On Nov 08, 2022

NW Natural Holdings Reports Third Quarter 2022 Results

PORTLAND, Ore.--(BUSINESS WIRE)--Northwest Natural Holding Company (NYSE: NWN) (NW Natural Holdings) reported financial results and highlights including:

Reported a net loss of $19.6 million ($0.56 per share) for the third quarter of 2022, compared to a net loss of $20.7 million ($0.67 per share) for the same period in 2021
Earned net income of $38.4 million ($1.14 per share) for the first nine months of 2022, compared to earnings of $38.1 million ($1.24 per share) for the same period in 2021
Added nearly 8,800 natural gas meters in the last 12 months for a growth rate of 1.1% as of September 30, 2022
Invested over $250 million in our utility systems in the first nine months of 2022 for greater reliability and resiliency
Received approval in Oregon and Washington for new rates related to the Purchased Gas Adjustment (PGA) mechanism, which includes estimated gas costs for the upcoming winter heating season
Closed our largest water and wastewater acquisition to date in Yuma, Arizona increasing NW Natural Water's customer base by approximately 70%
Increased our dividend for the 67^th consecutive year to an annual indicated dividend rate of $1.94 per share
Reaffirmed 2022 earnings guidance in the range of $2.45 to $2.65 per share and our long-term earnings per share growth rate target of 4% to 6%

"This quarter highlights our commitment to decarbonization, diversification, and growth," said David H. Anderson, president and CEO of NW Natural Holdings. "We believe our gas utility system will play a critical role in helping move to a low-carbon, renewable energy future. With our new competitive renewables strategy, we're able to assist a broader group of customers with the energy transition and we're making progress on our first project. Our water & wastewater company closed its largest transaction to date. I'm proud of our achievements and our long-term growth prospects."

For the third quarter of 2022, the net loss decreased $1.1 million to a net loss of $19.6 million (or $0.56 per share), compared to a net loss of $20.7 million (or $0.67 per share) for the same period in 2021. The third quarter reflects the seasonal nature of the gas utility's earnings where the majority of revenues are generated during the winter heating season in the first and fourth quarters each year. Results reflected higher margin from customer growth and new rates in Washington for our natural gas utility and lower pension expense, partially offset by higher operations and maintenance expenses. NW Natural's other activities contributed higher net income driven by increased asset management revenues, partially offset by higher interest expense.

Year-to-date net income increased $0.2 million to $38.4 million (or $1.14 per share), compared to $38.1 million (or $1.24 per share) for the same period in 2021. Results reflected customer growth and new rates in Washington for our natural gas utility and lower pension expense, offset by higher operations and maintenance expenses. Net income from our other activities decreased primarily due to lower asset management revenues related to a severe winter storm in February 2021 that did not recur in 2022. Earnings per share was also affected by a 2.9 million common share issuance on April 1, 2022 and share issuances through Holdings' at the market program.

KEY EVENTS AND INITIATIVES

Received Order in NW Natural's Oregon General Rate Case
On Oct. 24, 2022, the OPUC issued an order approving the multi-party settlements in NW Natural's general rate case. The order increased the revenue requirement $59.4 million including final adjustments for capital projects placed into service and the deprecation study. That compares to an original requested revenue requirement increase of $73.5 million. The order included a capital structure of 50% common equity and 50% long-term debt, return on equity of 9.4%, cost of capital of 6.836%, and rate base of $1.76 billion, or an increase of $320 million since the last rate case. New rates in Oregon were effective beginning Nov. 1, 2022.

Water and Wastewater Utilities
In October 2022, NW Natural Water closed its acquisition of the Far West water and wastewater utilities in Yuma, Arizona adding 25,000 customers and entering a fifth state. In August 2022, two acquisitions were closed for approximately 1,400 connections in Washington near NW Natural Water's existing Cascadia Water utilities. In addition, in May 2022, NW Natural Water closed the purchase of a water and wastewater utility, representing approximately 150 connections, in Texas. NW Natural Water currently serves over 150,000 people through approximately 61,000 connections across five states.

Competitive Renewables
NW Natural Renewables Holdings, LLC (NW Natural Renewables), a competitive renewable natural gas (RNG) supplier, is investing in two renewable natural gas (RNG) facilities that are currently under construction and expected to begin production in the spring of 2023. NW Natural Renewables is an unregulated subsidiary of NW Natural Holdings committed to leading the energy transition and providing renewable fuels to the utility, commercial, industrial and transportation sectors.

2021 Environment, Social, and Governance (ESG) Report Issued
On August 31, 2022, we issued our third ESG report, which outlines some of the important work NW Natural Holdings is focused on. The report highlights our longstanding commitments and progress related to safety, environmental stewardship, and taking care of our employees and communities. It also features goals that we're pursuing related to a renewable future and carbon neutral vision for our gas utility, diversifying into and growing our water and wastewater utility business, and actively working to continue advancing diversity, equity and inclusion in our workplace and our wider community. Additional information is available on our investor relations website.

THIRD QUARTER RESULTS

The following financial comparisons are for the third quarter of 2022 and 2021 with individual year-over-year drivers below presented on an after-tax basis using a statutory tax rate of 26.5% unless otherwise noted.

NW Natural Holdings' third quarter results are summarized by business segment in the table below:

	Three Months Ended September 30,
	2022						2021						Change
In thousands, except per share data	Amount			Per Share			Amount			Per Share			Amount		Per Share
Net income (loss):
Natural Gas Distribution segment	$	(23,016	)	$	(0.66	)	$	(23,297	)	$	(0.76	)	$	281	$	0.10
Other		3,429			0.10			2,642			0.09			787		0.01
Consolidated	$	(19,587	)	$	(0.56	)	$	(20,655	)	$	(0.67	)	$	1,068	$	0.11

Diluted Shares					34,939						30,696					4,243

Natural Gas Distribution Segment
Natural gas distribution segment net income increased $0.3 million (or $0.10 per share) primarily reflecting higher margin and lower pension expense, partially offset by higher operations and maintenance expense.

Margin increased $0.5 million reflecting customer growth and new rates in Washington.

Operations and maintenance expense increased $1.7 million as a result of higher information technology costs, expenses mainly from contractor labor for safety and reliability projects, and professional service fees.

Depreciation and general taxes collectively increased by $0.7 million due to additional capital investments in the distribution system. In addition, we placed two significant information technology projects into service in September 2022.

Other income, net reflected a benefit of $2.5 million primarily from lower pension expense.

Other
Other net income increased $0.8 million reflecting $1.9 million higher net income from NW Natural's other activities driven by increased asset management revenues. In addition, NW Natural Holding's other businesses reported lower net income of $1.1 million primarily from higher interest expense.

YEAR-TO-DATE RESULTS

The following financial comparisons are for the first nine months of 2022 and 2021 with individual year-over-year drivers below presented on an after-tax basis using a statutory tax rate of 26.5% unless otherwise noted.

NW Natural Holdings' year-to-date results are summarized by business segment in the table below:

	Nine Months Ended September 30,
	2022				2021				Change
In thousands, except per share data	Amount		Per Share		Amount		Per Share		Amount			Per Share
Net income:
Natural Gas Distribution segment	$	32,531	$	0.97	$	29,247	$	0.95	$	3,284		$	0.02
Other		5,836		0.17		8,891		0.29		(3,055	)		(0.12	)
Consolidated	$	38,367	$	1.14	$	38,138	$	1.24	$	229		$	(0.10	)

Diluted Shares				33,539				30,708					2,831

Natural Gas Distribution Segment
Natural Gas Distribution segment net income increased $3.3 million (or $0.02 per share) primarily reflecting new rates in Washington as a result of a general rate case, which was effective beginning Nov. 1, 2021. Earnings per share was affected by a 2.9 million common share issuance on April 1, 2022.

Margin increased $6.6 million reflecting new rates in Washington and customer growth, which collectively contributed $4.9 million. In addition, margin increased $1.7 million due to higher usage from colder comparative weather, net of the loss from the Oregon gas cost incentive sharing mechanism. Weather was 3% warmer than average weather for the first nine months of 2022, compared to 12% warmer than average weather for the same period in 2021.

Operations and maintenance expense increased $8.2 million as a result of higher contractor labor for safety and reliability projects, expenses related to information technology maintenance and support, amortization expense related to cloud-computing arrangements, and professional service fees.

Depreciation and general taxes increased $1.5 million as we continue to invest in our natural gas utility system.

Other income, net increased $6.4 million driven by lower pension costs primarily related to higher returns and lower interest costs.

Other
Other net income decreased $3.1 million (or $0.12 per share) reflecting $1.6 million lower net income from NW Natural's other activities driven by asset management revenues from a February 2021 cold weather event that did not recur. In addition, NW Natural Holding's other businesses reported lower net income of $1.5 million primarily from higher interest expense.

February 2021 Winter Weather Event
In February 2021, NW Natural experienced a severe winter storm in its service territory. To meet expected demand, we purchased additional natural gas supplies at higher than anticipated prices. However, our third-party marketer provided incremental asset management revenues, which more than offset the cost of the incremental gas purchases. The effect of these transactions resulted in a net benefit to shareholders of $2.8 million from the combined effect of $4.6 million of asset management revenues reflected in NW Natural's other segment offset by lower utility margin from a $1.8 million of loss on the Oregon gas cost incentive sharing mechanism.

BALANCE SHEET AND CASH FLOWS

During the first nine months of 2022, the Company generated $166.0 million in operating cash flows, compared to $181.7 million for the same period in 2021. The Company used $257.0 million in investing activities during the first nine months of 2022 primarily for natural gas utility capital expenditures, compared to $203.5 million used in investing activities during the same period in 2021. Net cash provided by financing activities was $184.2 million for the first nine months of 2022, compared to $14.0 million used in financing activities during the same period in 2021. As of September 30, 2022, NW Natural Holdings held cash of $108.6 million.

2022 GUIDANCE AND LONG-TERM TARGETS

NW Natural Holdings reaffirmed 2022 earnings guidance in the range of $2.45 to $2.65 per share. This guidance assumes continued customer growth, average weather conditions, and no significant changes in prevailing regulatory policies, mechanisms, or outcomes, or significant local, state or federal laws, legislation or regulations. NW Natural Holdings reaffirmed its long-term earnings per share growth rate target of 4% to 6% compounded annually from 2022 through 2027.

DIVIDEND DECLARED

The board of directors of NW Natural Holdings declared a quarterly dividend of 48.50 cents per share on the Company’s common stock. The dividend is payable on Nov. 15, 2022 to shareholders of record on Oct. 31, 2022. The Company's current indicated annual dividend rate is $1.94 per share. Future dividends are subject to board of director discretion and approval.

CONFERENCE CALL AND WEBCAST

As previously announced, NW Natural Holdings will host a conference call and webcast today to discuss its third quarter 2022 financial and operating results.

Date and Time:				Tuesday, Nov. 8, 2022
				8 a.m. PT (11 a.m. ET)
Phone Numbers:				United States 1-844-200-6205
				Canada 1-833-950-0062
				International 1-929-526-1599
				Passcode 485752

The call will also be webcast in a listen-only format for the media and general public and can be accessed at ir.nwnaturalholdings.com. A replay of the conference call will be available on our website and by dialing 1-866-813-9403 (U.S.), 1-226-828-7578 (Canada), and +44-204-525-0658 (international). The replay access code is 664421.

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 Water Company (NW Natural Water), NW Natural Renewables Holdings (NW Natural Renewables), 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.

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 790,000 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 21 Bcf of underground gas storage capacity in Oregon.

NW Natural Water provides water distribution and wastewater services to communities throughout the Pacific Northwest, Texas and Arizona. NW Natural Water serves 150,000 people through approximately 61,000 connections. Learn more about our water business at nwnaturalwater.com.

Additional information is available at nwnaturalholdings.com.

Forward-Looking Statements

This press release, and other presentations made by NW Holdings from time to time, may contain forward-looking statements within the meaning of the U.S. Private Securities Litigation Reform Act of 1995. Forward-looking statements can be identified by words such as "anticipates," "assumes," "intends," "plans," "seeks," "believes," "estimates," "expects" and similar 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, timing and amount of capital expenditures, targeted capital structure, risks, risk profile, stability, acquisitions and timing, approval, completion and integration thereof, the likelihood and success associated with any transaction, utility system and infrastructure investments, system modernization, reliability and resiliency, global, national and local economies, customer and business growth, customer satisfaction ratings, weather, performance and service during weather events, customer rates or rate recovery and the timing and magnitude of potential rate changes and the potential outcome of rate cases, environmental remediation cost recoveries, environmental initiatives, decarbonization and the role of natural gas and the gas delivery system, including decarbonization goals and timelines, energy efficiency measures, use of renewable sources, renewable natural gas purchases, projects, investments and other renewable initiatives and timing, magnitude and completion thereof, unregulated renewable natural gas strategy and initiatives, renewable hydrogen projects or investments and timing, magnitude, approvals and completion thereof, procurement of renewable natural gas or hydrogen for customers, technology and policy innovations, strategic goals and visions, the water and wastewater acquisition and investment strategy and financial effects of water and wastewater acquisitions, diversity, equity and inclusion initiatives, operating plans of third parties, financial results, including estimated income, availability and sources of liquidity, expenses, positions, revenues, returns, cost of capital, timing, and earnings, earnings guidance and estimated future growth rates, future dividends, commodity costs and sourcing asset management activities, performance, timing, outcome, or effects of regulatory proceedings or mechanisms or approvals, including OPUC approval of the Oregon general rate case settlements, regulatory prudence reviews, anticipated regulatory actions or filings, accounting treatment of future events, effects of legislation or changes in laws or regulations, effects, extent, severity and duration of COVID-19, including variants and subvariants, and resulting economic disruption, the impact of mitigating factors and other efforts to mitigate risks posed by its spread, ability of our workforce, customers or suppliers to operate or conduct business, COVID-19 financial impact, expenses, cost savings measures and cost recovery including through regulatory deferrals and the timing and magnitude thereof, impact on capital projects, governmental actions and timing thereof, 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, geopolitical factors, 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, which, among others, outline legal, regulatory and legislative risks, COVID-19 risks, growth and strategic risks, operational risks, and environmental risks.

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 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 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.

NORTHWEST NATURAL HOLDINGS
Consolidated Income Statement and Financial Highlights (Unaudited)
Third Quarter 2022
	Three Months Ended								Nine Months Ended								Twelve Months Ended
In thousands, except per share amounts, customer, and degree day data	September 30,								September 30,								September 30,
	2022			2021			Change		2022			2021			Change		2022			2021			Change
Operating revenues	$	116,839		$	101,447		15	%	$	662,100		$	566,310		17	%	$	956,190		$	826,583		16	%

Operating expenses:
Cost of gas		36,105			25,266		43			261,413			178,669		46			375,058			267,935		40
Operations and maintenance		50,745			47,329		7			161,405			149,567		8			216,065			195,440		11
Environmental remediation		980			806		22			7,950			6,092		30			11,796			9,289		27
General taxes		9,572			9,061		6			30,665			29,344		5			39,954			37,498		7
Revenue taxes		4,437			3,891		14			26,037			22,226		17			38,551			32,765		18
Depreciation		29,026			28,438		2			85,565			84,679		1			114,420			111,917		2
Other operating expenses		901			1,047		(14	)		2,815			2,794		1			3,918			4,249		(8	)
Total operating expenses		131,766			115,838		14			575,850			473,371		22			799,762			659,093		21
Income (loss) from operations		(14,927	)		(14,391	)	4			86,250			92,939		(7	)		156,428			167,490		(7	)
Other income (expense), net		1,636			(2,216	)	(174	)		908			(8,355	)	(111	)		(3,296	)		(12,397	)	(73	)
Interest expense, net		13,054			11,175		17			36,156			33,329		8			47,313			44,042		7
Income (loss) before income taxes		(26,345	)		(27,782	)	(5	)		51,002			51,255		—			105,819			111,051		(5	)
Income tax expense (benefit)		(6,758	)		(7,127	)	(5	)		12,635			13,117		(4	)		26,924			27,107		(1	)
Net income (loss) from continuing operations		(19,587	)		(20,655	)	(5	)		38,367			38,138		1			78,895			83,944		(6	)
Income from discontinued operations, net of tax		—			—					—			—					—			6,241		(100	)
Net income (loss)	$	(19,587	)	$	(20,655	)	(5	)	$	38,367		$	38,138		1		$	78,895		$	90,185		(13	)

Common shares outstanding:
Average diluted for period		34,939			30,696					33,539			30,708					32,911			30,676
End of period		35,098			30,730					35,098			30,730					35,098			30,730

Per share of common stock information:
Diluted earnings (loss) from continuing operations	$	(0.56	)	$	(0.67	)			$	1.14		$	1.24				$	2.40		$	2.74
Diluted earnings from discontinued operations, net of tax		—			—					—			—					—			0.20
Diluted earnings (loss)		(0.56	)		(0.67	)				1.14			1.24					2.40			2.94
Dividends paid per share		0.4825			0.4800					1.4475			1.4400					1.9300			1.9200
Book value, end of period		31.94			29.01					31.94			29.01					31.94			29.01
Market closing price, end of period		44.91			45.99					44.91			45.99					44.91			45.99

Capital structure, end of period:
Common stock equity		43.1	%		40.4	%				43.1	%		40.4	%				43.1	%		40.4	%
Long-term debt		49.5	%		41.5	%				49.5	%		41.5	%				49.5	%		41.5	%
Short-term debt (including current maturities of long-term debt)		7.4	%		18.1	%				7.4	%		18.1	%				7.4	%		18.1	%
Total		100.0	%		100.0	%				100.0	%		100.0	%				100.0	%		100.0	%

Natural Gas Distribution segment operating statistics:
Meters - end of period		790,511			781,727		1.1	%		790,511			781,727		1.1	%		790,511			781,727		1.1	%
Volumes in therms:
Residential and commercial sales		53,929			55,597					495,303			455,888					742,469			692,348
Industrial sales and transportation		104,632			105,632					360,197			350,175					491,743			474,046
Total volumes sold and delivered		158,561			161,229					855,500			806,063					1,234,212			1,166,394
Operating revenues:
Residential and commercial sales	$	78,459		$	71,979				$	552,858		$	470,923				$	812,729		$	701,082
Industrial sales and transportation		19,581			14,000					60,380			45,472					80,207			61,955
Other distribution revenues		351			292					1,367			1,278					1,796			1,597
Other regulated services		4,904			4,771					14,722			14,321					19,488			19,192
Total operating revenues		103,295			91,042					629,327			531,994					914,220			783,826
Less: Cost of gas		36,258			25,322					261,678			178,837					375,379			268,160
Less: Environmental remediation expense		975			806					7,945			6,092					11,791			9,289
Less: Revenue taxes		4,375			3,838					25,907			22,143					38,364			32,682
Margin, net	$	61,687		$	61,076				$	333,797		$	324,922				$	488,686		$	473,695
Degree days:
Average (25-year average)		9			9					1,640			1,640					2,692			2,687
Actual		—			4		(100	)%		1,591			1,447		10	%		2,522			2,425		4	%
Percent colder (warmer) than average weather		(100	)%		(56	)%				(3	)%		(12	)%				(6	)%		(10	)%

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.

Media Contact:
David Roy
Phone: 503-610-7157
Email: This email address is being protected from spambots. You need JavaScript enabled to view it.

Read full story here

: Business Wire; Posted On Nov 09, 2022

Excelerate Energy Announces Quarterly Cash Dividend

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

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

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

ABOUT EXCELERATE ENERGY

Forward-Looking Statements

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

Contacts

Investors
Craig Hicks
Excelerate Energy
This email address is being protected from spambots. You need JavaScript enabled to view it.

: Business Wire; Posted On Nov 08, 2022

Jämtkraft Selects Hansen for Regulating Power Market Operations

MELBOURNE, Australia--(BUSINESS WIRE)--Hansen Technologies (ASX:HSN), a leading global provider of software and services to the energy, water and communications industries, is pleased to announce the expansion of its partnership with Jämtkraft. As part of the agreement, the Swedish utility provider will expand Hansen Trade utilisation to cover regulating power (mFRR) market operations. With this new development, Jämtkraft is expanding the scope of its agreement with Hansen, originally encompassing automated day-ahead trading and position monitoring with Hansen Trade.

The regulating power module within Hansen Trade enables Jämtkraft to operate in the regulating power market, based on new Nordic Balancing Model communication standards. It is also integrated with Jämtkraft’s other systems, enabling streamlined trading operations. 15-minute resolution and other new features introduced by the Nordic Balancing Model market change are driving more energy companies to focus on digitalisation and process optimisation related to trading.

Andreas Wiklander, Head of Operations, Jämtkraft, commented: “Earlier this year, we started our relationship with Hansen by introducing Hansen Trade’s Day-Ahead Trading and Position Monitoring modules. Not only are we satisfied with the product, what really stands out about Hansen is their customer-oriented and agile approach. Therefore, it was a logical decision for us to further expand the scope of our Hansen Trade usage to regulating power market operations. Hansen Trade enables us to not only streamline processes but also to realise the value potential of our production assets with modern trading tools.”

John May, Division President, Energy and Utilities at Hansen, commented: “The global energy trading market has never been more active or top-of-mind; it's where the macro influences of geopolitics and regulation meet the everyday reality of increasingly diverse energy sources and dynamic supply. Hansen Trade empowers progressive players like Jämtkraft to operate with unparalleled agility and confidence. The recent expansion of this partnership, and our growing volume of work with similar clients in the Nordic region, is a testament to the vital role that Hansen Trade plays and the unique value of its multi-faceted, modular architecture.”

For further information about Hansen Technologies, please visit www.hansencx.com.

About Hansen Technologies
Hansen Technologies (ASX: HSN) is a leading global provider of software and services to the energy, water and communications industries. With its award-winning software portfolio, Hansen serves 600+ customers in over 80 countries, helping them to create, sell, and deliver new products and services, manage and analyse customer data, and control critical revenue management and customer support processes.

For more information, visit www.hansencx.com

About Jämtkraft
Jämtkraft AB is a utilities company based in Jämtland, Sweden. The company is owned by the municipalities of Åre, Krokom and Östersund. Jämtkraft AB engages in producing, distributing and selling electric power to residential and business customers throughout Sweden. Renewable district heating is also part of the business portfolio. Jämtkraft AB has a long tradition of focusing on sustainability and climate-smart living, as well as sustainable and long-term business.

For more information, visit https://www.jamtkraft.se/

Contacts

Adnan Bashir
Senior Manager, Global Corporate Communications
Hansen Technologies
+1 647-204-0999

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