Business Wire News

DALLAS & AUSTIN, Texas--(BUSINESS WIRE)--Pioneer Natural Resources Company (NYSE:PXD) ("Pioneer" or "the Company") and Parsley Energy, Inc. (NYSE:PE) (“Parsley”) today announced that they have entered into a definitive agreement under which Pioneer will acquire all of the outstanding shares of Parsley in an all-stock transaction valued at approximately $4.5 billion as of October 19, 2020. Under the terms of the agreement, Parsley shareholders will receive a fixed exchange ratio of 0.1252 shares of Pioneer common stock for each share of Parsley common stock owned. The total value for the transaction, inclusive of Parsley debt assumed by Pioneer, is approximately $7.6 billion.


Scott D. Sheffield, Pioneer’s President and CEO stated, “This transaction creates an unmatched independent energy company by combining two complementary and premier Permian assets, further strengthening Pioneer’s leadership position within the upstream energy sector. Parsley’s high-quality portfolio in both the Midland and Delaware Basins, when added to Pioneer’s peer-leading asset base, will transform the investing landscape by creating a company of unique scale and quality that results in tangible and durable value for investors.

This combination is expected to drive annual synergies of $325 million and to be accretive to cash flow per share, free cash flow per share, earnings per share and corporate returns beginning in the first year, creating an even more compelling investment proposition. Further, Pioneer’s emphasis on environmental stewardship aligns with Parsley’s culture of sustainable operations. The addition of Parsley’s high-quality assets enhances Pioneer’s investment framework by improving our free cash flow profile and strengthening our ability to return capital to shareholders. We look forward to integrating Parsley into Pioneer and continuing our history of strong execution.”

Matt Gallagher, Parsley's President and CEO stated, “The combination of Parsley and Pioneer creates an organization set to thrive as we forge a strong new link at the low end of the global cost curve. With neighboring acreage positions located entirely in the low-cost, high-margin Permian Basin, the industrial logic of this transaction is sound. Furthermore, the Pioneer team shares our belief that a clear returns-focused mindset is the best tool to compete for capital within the broader market. Sustainable free cash flow and growing return of capital are now investment prerequisites for the energy sector and this combination strengthens those paths for our shareholders. Finally, I would like to personally thank every employee of Parsley Energy for their role in the evolution of this company – from operating a few dozen vertical wells in 2008 to a global leadership position in E&P operations today.”

S. Wil VanLoh, Jr., a Parsley director and the Founder and Chief Executive Officer of Quantum Energy Partners, Parsley’s largest shareholder, commented, “The inevitable consolidation in the Permian marches on and I couldn’t think of a better combination of assets than Pioneer and Parsley. This combination will provide Parsley shareholders new structural advantages including a lower cost of capital, a fortified balance sheet, economies of scale, and enhanced ESG capabilities, while amplifying all of the relative strengths of our standalone model. We look forward to partnering with the Pioneer team as they cement their position as the premier independent E&P.”

Strategic and Financial Benefits

  • Accretive to Key Financial Metrics– Pioneer expects the transaction to be accretive on key financial metrics including cash flow and free cash flow per share, earnings per share and return on capital employed beginning in 2021. The enhanced cash flow generation of the combined company strengthens Pioneer’s investment framework creating a more robust free cash flow profile while lowering the reinvestment rate to a range of 65% to 75% at strip pricing.
  • Significant Synergies – The combination of Pioneer and Parsley is expected to result in annual cost savings of approximately $325 million through operational efficiencies and reductions in general and administrative (G&A) and interest expenses. The expected present value of these cost savings exceeds $2 billion over a ten-year period. Operational savings are driven by the utilization of shared facilities, overlapping operations, scale efficiencies and benefits provided by Pioneer’s extensive water infrastructure. Further synergies are realized from adjacent acreage footprints and the ability to drill extended laterals where lease configurations of the separate companies prevented long-lateral horizontal wells.
  • Unmatched Permian Scale – The combined company will be the leading Permian independent exploration and production company with a premium asset base of approximately 930,000 net acres with no federal acreage and a production base of 328 thousand barrels of oil per day and 558 thousand barrels oil equivalent per day as of the second quarter of 2020. Additionally, based on year-end 2019 proved reserves, this transaction will increase Pioneer’s proved reserves by approximately 65%.
  • Top-Tier Balance Sheet – Pioneer’s pro forma leverage will remain among the lowest in the industry, preserving the Company’s financial flexibility and allowing for significant return of capital to shareholders. The combined company is expected to benefit from approximately $75 million per year in lower interest expense and will gradually reduce net debt to EBITDAX to less than 0.75x from an already strong position.
  • Sustainable Development Pioneer and Parsley have demonstrated strong commitments to best-in-class environmental, social and governance practices. The combined company will continue to aggressively pursue improvements and promote a culture that prioritizes sustainable operations. Pioneer plans to publish a comprehensive 2020 Sustainability Report detailing its efforts in these areas during the fourth quarter of 2020.

Transaction Details

This all-stock transaction constitutes a 7.9% premium to Parsley shareholders based on unaffected closing share prices as of October 19, 2020. Pioneer will issue approximately 52 million shares of common stock in the transaction. After closing, existing Pioneer shareholders will own approximately 76% of the combined company and existing Parsley shareholders will own approximately 24% of the combined company.

The transaction has been unanimously approved by the Boards of Directors of both Pioneer and Parsley and is expected to close in the first quarter of 2021, subject to customary closing conditions, regulatory approvals and shareholder approvals. Parsley’s largest investor, Quantum Energy Partners, which owns approximately 17% of Parsley’s outstanding shares, has executed a Voting and Support Agreement in connection with the transaction.

Upon closing of the transaction, Pioneer’s Board of Directors will be expanded to thirteen to include Matt Gallagher, Parsley’s President and CEO, and A.R. Alameddine, Parsley’s lead director. Pioneer’s executive management team will lead the combined company with the headquarters remaining in Dallas, Texas.

Advisors

In connection with this transaction, Pioneer has retained Goldman Sachs & Co. LLC and Morgan Stanley & Co. LLC as financial advisors and Gibson, Dunn & Crutcher LLP as a legal advisor. Parsley has retained Credit Suisse Securities (USA) LLC and Wells Fargo Securities, LLC as financial advisors and Vinson & Elkins LLP as a legal advisor.

Conference Call

On Tuesday, October 20, 2020 at 3:45 p.m. Central Time, Pioneer will host a conference call to discuss the transaction. Instructions for listening to the call and viewing the accompanying presentation are shown below.

Internet: www.pxd.com
Select "Investors," then "Earnings & Webcasts" to listen to the discussion, view the presentation and see other related material.

Telephone: Dial (800) 263-0877 and enter confirmation code 3079213 five minutes before the call.

A replay of the webcast will be archived on Pioneer’s website. This replay will be available through November 20, 2020. Click here to register for the call-in audio replay and you will receive the dial-in information.

Pioneer is a large independent oil and gas exploration and production company, headquartered in Dallas, Texas, with operations in the United States. For more information, visit Pioneer’s website at www.pxd.com.

Parsley Energy, Inc. is an independent oil and natural gas company focused on the acquisition, development, exploration and production of unconventional oil and natural gas reserves in the Permian Basin. For more information, visit Parsley’s website at www.parsleyenergy.com.

Additional Information and Where to Find It

This communication may be deemed to be solicitation material in respect of the proposed transaction. The proposed transaction will be submitted to Pioneer’s stockholders and Parsley’s stockholders for their consideration. Pioneer and Parsley intend to file a joint proxy statement/prospectus (the “Joint Proxy Statement/Prospectus”) with the SEC in connection with the solicitation of proxies by Pioneer and Parsley in connection with the proposed transaction. Pioneer intends to file a registration statement on Form S-4 (the “Form S-4”) with the SEC, in which the Joint Proxy Statement/Prospectus will be included. Pioneer and Parsley also intend to file other relevant documents with the SEC regarding the proposed transaction. The definitive Joint Proxy Statement/Prospectus will be mailed to Pioneer’s stockholders and Parsley’s stockholders when available. BEFORE MAKING ANY VOTING OR INVESTMENT DECISION WITH RESPECT TO THE PROPOSED TRANSACTION, INVESTORS AND STOCKHOLDERS OF PIONEER AND INVESTORS AND STOCKHOLDERS OF PARSLEY ARE URGED TO READ THE DEFINITIVE JOINT PROXY STATEMENT/PROSPECTUS REGARDING THE PROPOSED TRANSACTION (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO) AND OTHER RELEVANT MATERIALS CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION.

The Joint Proxy Statement/Prospectus, any amendments or supplements thereto and other relevant materials, and any other documents filed by Pioneer or Parsley with the SEC, may be obtained once such documents are filed with the SEC free of charge at the SEC’s website at www.sec.gov or free of charge from Pioneer at www.pxd.com or by directing a request to Pioneer’s Investor Relations Department at This email address is being protected from spambots. You need JavaScript enabled to view it. or free of charge from Parsley at www.parsleyenergy.com or by directing a request to Parsley’s Investor Relations Department at This email address is being protected from spambots. You need JavaScript enabled to view it..

No Offer or Solicitation

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

Participants in the Solicitation

Pioneer, Parsley and certain of their respective executive officers, directors, other members of management and employees may, under the rules of the SEC, be deemed to be “participants” in the solicitation of proxies in connection with the proposed transaction. Information regarding Pioneer’s directors and executive officers is available in its Proxy Statement on Schedule 14A for its 2020 Annual Meeting of Stockholders, filed with the SEC on April 9, 2020 and in its Annual Report on Form 10-K for the year ended December 31, 2019, filed with the SEC on February 24, 2020. Information regarding Parsley’s directors and executive officers is available in its Proxy Statement on Schedule 14A for its 2020 Annual Meeting of Stockholders, filed with the SEC on April 6, 2020 and in its Annual Report on Form 10-K for the year ended December 31, 2019, filed with the SEC on February 21, 2020. These documents may be obtained free of charge from the sources indicated above. Other information regarding the participants in the proxy solicitation and a description of their direct and indirect interests, by security holdings or otherwise, will be contained in the Form S-4, the Joint Proxy Statement/Prospectus and other relevant materials relating to the proposed transaction to be filed with the SEC when they become available. Stockholders and other investors should read the Joint Proxy Statement/Prospectus carefully when it becomes available before making any voting or investment decisions.

Cautionary Statement Regarding Forward-Looking Information

Except for historical information contained herein, the statements in this news release are forward-looking statements that are made pursuant to the Safe Harbor Provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements and the business prospects of Pioneer and Parsley are subject to a number of risks and uncertainties that may cause Pioneer’s and Parsley’s actual results in future periods to differ materially from the forward-looking statements. These risks and uncertainties include, among other things, the risk that Pioneer’s and Parsley’s businesses will not be integrated successfully; the risk that the cost savings, synergies and growth from the proposed transaction may not be fully realized or may take longer to realize than expected; the diversion of management time on transaction-related issues; the effect of future regulatory or legislative actions on the companies or the industries in which they operate, including the risk of new restrictions with respect to development activities on Pioneer’s or Parsley’s assets; the risk that the credit ratings of the combined company or its subsidiaries may be different from what the companies expect; the risk that Pioneer or Parsley may be unable to obtain governmental and regulatory approvals required for the proposed transaction, or that required governmental and regulatory approvals may delay the proposed transaction or result in the imposition of conditions that could reduce the anticipated benefits from the proposed transaction or cause the parties to abandon the proposed transaction; the risk that a condition to closing of the proposed transaction may not be satisfied; the length of time necessary to consummate the proposed transaction, which may be longer than anticipated for various reasons; potential liability resulting from pending or future litigation; changes in the general economic environment, or social or political conditions, that could affect the businesses; the potential impact of the announcement or consummation of the proposed transaction on relationships with customers, suppliers, competitors, management and other employees; the effect of this communication on Pioneer’s or Parsley’s stock prices; transaction costs; volatility of commodity prices, product supply and demand; the impact of a widespread outbreak of an illness, such as the COVID-19 pandemic, on global and U.S. economic activity, competition, the ability to obtain environmental and other permits and the timing thereof, other government regulation or action, the ability to obtain approvals from third parties and negotiate agreements with third parties on mutually acceptable terms, litigation, the costs and results of drilling and operations, availability of equipment, services, resources and personnel required to perform the Pioneer’s and Parsley’s drilling and operating activities, access to and availability of transportation, processing, fractionation, refining, storage and export facilities; Pioneer’s and Parsley’s ability to replace reserves, implement its business plans or complete its development activities as scheduled; access to and cost of capital; the financial strength of counterparties to Pioneer’s or Parsley’s credit facility, investment instruments and derivative contracts and purchasers of Pioneer’s and Parsley’s oil, natural gas liquids and gas production; uncertainties about estimates of reserves and resource potential; identification of drilling locations and the ability to add proved reserves in the future; the assumptions underlying forecasts, including forecasts of production, cash flow, well costs, capital expenditures, rates of return to shareholders, expenses, cash flows from purchases and sales of oil and gas net of firm transportation commitments, sources of funding and tax rates; quality of technical data; environmental and weather risks, including the possible impacts of climate change; cybersecurity risks; ability to implement stock repurchases; the risks associated with the ownership and operation of Pioneer’s oilfield services businesses and acts of war or terrorism. These and other risks are described in Pioneer’s and Parsley’s Annual Reports on Form 10-K for the year ended December 31, 2019, Quarterly Reports on Form 10-Q for the quarters ended March 31, 2020 and June 30, 2020 and other filings with the Securities and Exchange Commission. In addition, Pioneer and Parsley may be subject to currently unforeseen risks that may have a materially adverse impact on the combined company. Accordingly, no assurances can be given that the actual events and results will not be materially different than the anticipated results described in the forward-looking statements. Pioneer and Parsley undertake no duty to publicly update these statements except as required by law.

Cautionary Note to U.S. Investors – The SEC prohibits oil and gas companies, in their filings with the SEC, from disclosing estimates of oil or gas resources other than "reserves," as that term is defined by the SEC. In this presentation, Pioneer includes estimates of quantities of oil and gas using certain terms, such as "resource base," "resource potential," "net recoverable resource potential," "estimated ultimate recovery," "EUR," "oil in place" or other descriptions of volumes of reserves, which terms include quantities of oil and gas that may not meet the SEC’s definitions of proved, probable and possible reserves, and which the SEC’s guidelines strictly prohibit Pioneer from including in filings with the SEC.

These estimates are by their nature more speculative than estimates of proved reserves and accordingly are subject to substantially greater risk of being recovered by Pioneer. U.S. investors are urged to consider closely the disclosures in the Company’s periodic filings with the SEC. Such filings are available from the Company at 777 Hidden Ridge, Irving, Texas 75038, Attention: Investor Relations and the Company’s website at www.pxd.com. These filings also can be obtained from the SEC by calling 1-800-SEC-0330.


Contacts

Pioneer Natural Resources Company Contacts:
Investors
Neal Shah - 972-969-3900
Tom Fitter - 972-969-1821
Michael McNamara - 972-969-3592

Media and Public Affairs
Tadd Owens - 972-969-5760

Parsley Energy Company Contacts:
Investors
Kyle Rhodes – 512-505-5199
Dan Guill – 512-505-5199

Media and Public Affairs
Kate Zaykowski – 512-220-7100

Compatible with Industry-Shaped Charges

HOUSTON--(BUSINESS WIRE)--Titan Division of Hunting Energy Services, a subsidiary of Hunting PLC, the international energy services company, today announced its new E-Gun perforating system. Featuring modular pre-wired, plug-and-play perforating guns, the E-Gun system eliminates all user wire connections and tandem sub maintenance. It uses Hunting’s ControlFire® cartridge technology to simplify the arming process and to selectively perforate multiple intervals in a single trip.


The E-Gun system is compatible with standard-loading shaped charges. It is offered in all lengths, and is available in OD sizes ranging from 2-1/2 in. to 3-3/8 in. A 2-in. and 4-in OD size is in development.

About Hunting

Hunting PLC is an international energy services provider to the world's leading upstream oil and gas companies. Established in 1874, it is a premium-listed public company traded on the London Stock Exchange. The Company maintains a corporate office in Houston and is headquartered in London. As well as the United Kingdom, the Company has operations in Canada, China, Indonesia, Kenya, Mexico, Netherlands, Norway, Saudi Arabia, Singapore, South Africa, United Arab Emirates and the United States of America.

The company’s Hunting Energy Services Titan Division engineers and manufactures perforating systems, wireline selective firing systems, cased hole logging instruments, nuclear detectors, energetics, and associated wireline hardware and accessories.


Contacts

Business Contact: John Feuerstein, Hunting, 281-442-7382, This email address is being protected from spambots. You need JavaScript enabled to view it.

HOUSTON--(BUSINESS WIRE)--Mesa Royalty Trust (the “Trust”) (NYSE: MTR) announced today that there will be no distribution paid for the month of October 2020 to holders of record as of the close of business on October 30, 2020, as costs, charges and expenses attributable to the Trust’s royalty properties exceeded the revenue received from the sale of oil, natural gas and other hydrocarbons produced from such properties, as reported by the working interest owners.

The Trust was formed to own an overriding royalty interest of the net proceeds attributable to the specified interest in certain producing oil and gas properties located in the Hugoton field of Kansas and the San Juan Basin fields of New Mexico and Colorado. As described in the Trust's filings, the amount of the monthly distributions is expected to fluctuate from month to month, depending on the proceeds, if any, received by the Trust as a result of production, oil and natural gas prices and the amount of the Trust’s administrative expenses, among other factors. The amount of proceeds, if any, received or expected to be received by the Trust (and its ability to pay distributions to unitholders) has been and will continue to be directly affected, among other things, by the volatility in commodity prices. Recently, there has been a substantial decrease in oil and natural gas prices due in part to significantly decreased demand as a result of the COVID-19 pandemic and an oversupply of crude oil. Oil and natural gas prices could remain low for an extended period of time, which in turn could have a material adverse effect on Trust distributions. Continued low oil and natural gas prices, among other things, will reduce proceeds to which the Trust is entitled, which will reduce the amount of cash available for distribution to unitholders and in certain periods could result in no distributions to unitholders.

This press release contains forward-looking statements. No assurances can be given that the expectations contained in this press release will prove to be correct. The working interest owners alone control historical operating data, and handle receipt and payment of funds relating to the royalty properties and payments to the Trust for the related royalty. The Trustee cannot assure that errors or adjustments or expenses accrued by the working interest owners, whether historical or future, will not affect future royalty income and distributions by the Trust. Other important factors that could cause these statements to differ materially include delays in actual results of drilling operations, risks inherent in drilling and production of oil and gas properties, declines in commodity pricing, and other factors described in the Trust’s Form 10-K for the year ended December 31, 2019 under “Part I, Item 1A. Risk Factors,” the Trust’s Form 10-Q for the quarter ended March 31, 2020 under “Part II, Item 1A. Risk Factors” and the Trust’s Form 10-Q for the quarter ended June 30, 2020 under “Part II, Item 1A. Risk Factors.” Statements made in this press release are qualified by the cautionary statements made in such risk factors. The Trust does not intend, and assumes no obligations, to update any of the statements included in this press release.


Contacts

Mesa Royalty Trust
The Bank of New York Mellon Trust Company, N.A., as Trustee
Elaina Rodgers
713-483-6020
http://mtr.investorhq.businesswire.com/

Acquisition strengthens Kleinfelder’s gas utilities and pipeline services in strategic geographies

SAN DIEGO--(BUSINESS WIRE)--The Kleinfelder Group, Inc., a leading engineering, design, construction management, construction materials inspection and testing, and environmental professional services firm, announced today that it has acquired Gas Transmission Systems, Inc. (GTS). The transaction, which closed on October 19, 2020, creates significant growth opportunities and bolsters Kleinfelder’s U.S. market position as an industry-leading gas utilities and pipeline services expert.

“As a well-established gas utilities and pipeline services firm, GTS is a strong addition to Kleinfelder,” said Kleinfelder President and CEO Louis Armstrong. “This transaction aligns with our strategic direction and strengthens Kleinfelder’s service capabilities to utilities across the U.S. The specialized experience GTS brings will accelerate Kleinfelder’s growth in the power/utilities market and position the firm for expansion.”

Founded in 1998, GTS delivers sought-after expertise to gas utilities and pipeline operators across the U.S. With a concentration on integrity management and rehabilitation of aging infrastructure, GTS will continue to capitalize on opportunities resulting from significant regulatory drivers. Kleinfelder and GTS have several shared portfolio clients, which will lead to synergistic momentum that will drive opportunities for value creation and further establish Kleinfelder as a major player in the energy infrastructure marketplace.

With the close of the transaction, the GTS organizational structure will remain unchanged under the direction of President Ben Campbell. The GTS organization will report through West Division Director Victor Auvinen as a new Area within the West Division.

“GTS is very excited to be partnering with Kleinfelder,” said GTS President Ben Campbell. “Similar to GTS, Kleinfelder has a great reputation for delivering high-quality technical services to its clients. Together, we will be able to provide even more vertically integrated services and solutions to benefit our clients. I look forward to an extraordinary future working together!”

Kleinfelder’s Growth Continues
Led by Louis Armstrong, the GTS stock purchase is Kleinfelder’s fourth acquisition within the last year, following the acquisitions of Advantage Engineers, Garcia and Associates (GANDA), and Poggemeyer Design Group. Kleinfelder remains focused on driving a strategic plan centered on significant acquisitive and organic growth, with the goal of providing solutions that improve clients’ transportation, water, energy, and other private infrastructure.

Winston & Strawn LLP served as legal counsel and KPMG provided transaction advisory and tax services to Kleinfelder. Senex Advisory served as sell-side financial advisors.

Kleinfelder. Bright People. Right Solutions.
Founded in 1961, Kleinfelder is a leading engineering, design, construction management, construction materials inspection and testing, and environmental professional services firm. Kleinfelder now employs more than 2,400 professionals and operates from over 85 office locations in the United States, Canada, and Australia. The company is headquartered in San Diego, California. Poised for growth, Kleinfelder continues to provide high-quality solutions for our diverse client base. Visit Kleinfelder.com or follow us on LinkedIn/Kleinfelder.


Contacts

Dustin Esposito
Marketing Communications Manager
This email address is being protected from spambots. You need JavaScript enabled to view it.
(617) 498‐4627

HOUSTON--(BUSINESS WIRE)--VOC Energy Trust (NYSE: VOC) announced the Trust distribution of net profits for the third quarterly payment period ended September 30, 2020.

Unitholders of record on October 30, 2020 will receive a distribution amounting to $1,445,000 or $0.085 per unit, payable November 13, 2020.

Volumes, average sales prices and net profits for the payment period were:

Sales volumes:

 

Oil (Bbl)

130,203

 

Natural gas (Mcf)

64,863

 

Total (BOE)

141,014

 

Average sales prices:

 

Oil (per Bbl)

$

36.83

 

Natural gas (per Mcf)

$

1.42

 

Gross proceeds:

 

 

Oil sales

$

4,795,420

 

Natural gas sales

 

92,028

 

Total gross proceeds

$

4,887,448

 

Costs:

 

 

Lease operating expenses

$

2,316,455

 

Production and property taxes

 

135,358

 

Development expenses

 

557,664

 

Total costs

$

3,009,477

 

Net proceeds

$

1,877,971

 

Percentage applicable to Trust’s Net Profits Interest

80

%

Net profits interest

$

1,502,377

 

Recovery of deficiency from second quarter 2020

 

(7,045

)

Total cash proceeds available for the Trust

$

1,495,332

 

Provision for estimated Trust expenses

 

(50,332

)

Net cash proceeds available for distribution

$

1,445,000

 

As previously reported, there was a substantial decrease in oil prices during the first six months of 2020 due in part to significantly decreased demand as a result of the COVID-19 pandemic and an oversupply of crude oil. Oil prices have remained low through the third quarter of 2020 and could remain low for an extended period of time, which in turn could have a material adverse effect on Trust distributions. Low oil prices and other factors reduced net proceeds to which the Trust was entitled, and there were not sufficient net proceeds for VOC Energy Trust to make a payment for the scheduled quarterly distribution in August 2020 to unitholders of record on July 30, 2020. VOC Brazos Energy Partners L.P. applied funds from the reserve for future expenditures to cover the Trust deficit. For the quarter ended September 30, 2020, gross proceeds exceed quarterly costs and the reserve account is being replenished. The Trustee will withhold an additional minimal amount and use cash reserves from the provision for estimated Trust expenses provided in the first quarter distribution to pay current Trust administrative expenses. If commodity prices for crude oil remain at reduced levels, subsequent distributions in 2021 will be substantially lower than historical distributions, and in certain periods there may be no distribution to unitholders.

This press release contains forward-looking statements. Although VOC Brazos Energy Partners, L.P. has advised the Trust that VOC Brazos Energy Partners, L.P. believes that the expectations contained in this press release are reasonable, no assurances can be given that such expectations will prove to be correct. The announced distributable amount is based on the amount of cash received or expected to be received by the Trustee from the underlying properties on or prior to the record date with respect to the quarter ended September 30, 2020. Any differences in actual cash receipts by the Trust could affect this distributable amount. Other important factors that could cause these statements to differ materially include the actual results of drilling operations, risks inherent in drilling and production of oil and gas properties, the ability of commodity purchasers to make payment, the effect, impact, potential duration or other implications of the COVID-19 pandemic, the dispute over production levels between Russia and the members of the Organization of Petroleum Exporting Countries, including Saudi Arabia, and other risk factors described in the Trust’s Annual Report on Form 10-K for the year ended December 31, 2019 and Quarterly Report on Form 10-Q for the period ended June 30, 2020 filed with the Securities and Exchange Commission. Statements made in this press release are qualified by the cautionary statements made in these risk factors. The Trust does not intend, and assumes no obligations, to update any of the statements included in this press release.


Contacts

VOC Energy Trust
The Bank of New York Mellon Trust Company, N.A., as Trustee
Mike Ulrich
(512) 236-6599

HOUSTON--(BUSINESS WIRE)--Genesis Energy, L.P. (NYSE: GEL) will announce its earnings for the third quarter ended September 30, 2020 on November 5, 2020, before the market opens.


Genesis Energy, L.P.’s Third Quarter Earnings Conference Call will be held Thursday, November 5, 2020, at 8:30 a.m. Central time (9:30 a.m. Eastern time). This call can be accessed at www.genesisenergy.com. Choose the Investor Relations button. For those unable to attend the live broadcast, a replay will be available beginning approximately one hour after the event.

Genesis Energy, L.P. is a diversified midstream energy master limited partnership headquartered in Houston, Texas. Genesis’ operations include offshore pipeline transportation, sodium minerals and sulfur services, marine transportation and onshore facilities and transportation. Genesis’ operations are primarily located in the Gulf Coast region of the United States, Wyoming and the Gulf of Mexico.


Contacts

Genesis Energy, L.P.
Ryan Sims
SVP – Finance and Corporate Development
(713) 860-2521

HOUSTON--(BUSINESS WIRE)--Noble Midstream Partners LP (NASDAQ: NBLX) (“Noble Midstream” or the “Partnership”) today announced that the Board of Directors of its general partner, Noble Midstream GP LLC, declared a cash distribution of $0.1875 per unit for third-quarter 2020.


The third-quarter 2020 distribution will be payable on November 13, 2020, to unitholders of record as of November 6, 2020.

About Noble Midstream

Noble Midstream is a growth-oriented master limited partnership formed by Noble Energy Inc., to own, operate, develop and acquire domestic midstream infrastructure assets. Noble Midstream currently provides crude oil, natural gas, and water-related midstream services in the DJ Basin in Colorado and the Delaware Basin in Texas. For more information, please visit www.nblmidstream.com.

This release serves as a qualified notice to nominees and brokers as provided for under Treasury Regulation Section 1.1446-4(b) that 100% of the Partnership's distributions to foreign investors are attributable to income that is effectively connected with a United States trade or business. Accordingly, the Partnership's distributions to foreign investors are subject to federal income tax withholding at the highest effective tax rate.


Contacts

Noble Midstream Partners LP
Park Carrere
Investor Relations
(281) 872-3208
This email address is being protected from spambots. You need JavaScript enabled to view it.

Strategic partnership between TOGG and Farasis

Farasis is partnering with TOGG, a European OEM developing native electric vehicles and e-mobility ecosystem, for the use of Farasis battery cells in the full range of TOGG products. According to the agreement, battery cells will be provided by Farasis and the battery modules and packs will be jointly developed and produced in Turkey. In addition to supplying batteries, the two companies will also expand their cooperation through a joint venture company to provide battery energy storage solutions for Turkey and the surrounding region.

GANZHOU, China--(BUSINESS WIRE)--TOGG has chosen Farasis as its business partner for the development and supply of Li-ion batteries, which are one of the most fundamental components of the electric vehicles they are developing. Following a signing ceremony held in Turkey’s IT Valley and attended by the CEO and Board Members of each company, it was stated that the two companies came to an agreement not only on the supply of Farasis batteries to TOGG and entry into the Turkish market, but of the development and production of battery modules and packs by the two in Turkey through a strategic venture, which would combine Farasis technology with Turkey’s automotive industry leadership to bring e-mobility solutions to new markets in the region.


TOGG CEO Mr. Gürcan Karakaş said the following about the agreement, “Since 2018, more than 30 global battery suppliers have been evaluated within the framework of confidentiality agreements (NDAs), including possible domestic collaborations. Among them, the company that best met our technical, commercial and strategic criteria, and one of the world’s leading Li-Ion battery manufacturers, Farasis, has been chosen as our business partner”.

Mr. Karakaş went on to say: “It is very critical that Li-ion battery technology, which is considered to be one of the most important and fundamental technologies for electric vehicles today, comes to our country with an important player like Farasis. This cooperation will go beyond producing electric vehicle batteries in Turkey, but also improve battery R&D competencies in our country, trigger the automotive manufacturers to bring their electric vehicle projects to our country, and to enhance the energy storage business with non-automotive energy storage products in Farasis' product portfolio. The new joint-venture will represent a very important new economic value as the exclusive representative of Farasis in the region. We have been expressing from the beginning that TOGG will be one of the examples that will trigger the technological transformation in our country while developing zero-emission electric vehicles.”


Contacts

Farasis
Shao Hui
86-18600198082
https://www.farasis.com/

  • Solid performance at Networks, while overall earnings impacted by lower results in Renewables, higher interest costs, and expenses incurred in advance of New York rate cases
  • New York settlement approval anticipated in November
  • 461 MW wind projects on track for year-end 2020 COD
  • U.S Army Corps approval of NECEC transmission project expected by month end; last major permit required to begin construction
  • Company expects Consolidated 2020 EPS & Adjusted EPS Outlook of $1.90-$2.00

ORANGE, Conn.--(BUSINESS WIRE)--Today AVANGRID, Inc. (NYSE: AGR) reported consolidated U.S. GAAP net income of $87 million, or $0.28 per share, for the third quarter ended September 30, 2020, compared to $150 million, or $0.48 per share, for the same period in 2019. For the first nine months of 2020, consolidated net income was $415 million, or $1.34 per share, compared to $477 million, or $1.54 share, for the first nine months of 2019.


On a non-U.S. GAAP adjusted basis, net income for the third quarter 2020 was $100 million, or $0.32 per share, compared to $123 million, or $0.40 per share, for the same period in 2019. For the first nine months of 2020, non-U.S. GAAP adjusted net income was $434 million, or $1.40 per share, compared to $442 million, or $1.43 per share, for the first nine months of 2019.

“We have continued to operate safely and reliably while managing the impacts of the pandemic and responding to numerous weather events during the quarter, including Tropical Storm Isaias,” commented Dennis V. Arriola, chief executive officer of AVANGRID. “While our Networks group had a solid quarter overall, consolidated results were below our expectations, impacted by expenses incurred in advance of receiving final rate approvals in New York, lower wind production from existing assets and unfavorable market pricing. Despite these challenges, we have continued to progress on important strategic objectives. One of our top priorities this quarter has been to conduct a detailed review of the Company’s financial prospects for 2020 and beyond. Today, we are providing an updated full-year 2020 outlook of $1.90-$2.00 per share and will provide more information beyond 2020 at our upcoming Investor Day on November 5th.”

AVANGRID recently received two significant accolades. The Company was included on the annual Forbes JUST 100 list of America’s best corporate citizens, where it ranked first within the utility industry for its commitment to the environment and the communities it serves. The Company was also listed by Forbes as one of America’s Best Employers by State in Connecticut.

“We are being recognized as a leading purpose-driven company, reflecting our commitment as a clean energy leader in our sector and the progress we have made toward being a place where talented and committed people want to build long-term careers,” added Arriola.

U.S. GAAP Net Income (Loss) - $M
Three Months ended September 30, Nine Months ended September 30,

2020

2019

'20 vs '19

2020

2019

'20 vs '19

Networks

$

94

$

88

$

6

$

363

$

354

$

9

Renewables

 

25

 

74

 

(49)

 

107

 

152

 

(45)

Corporate

 

(31)

 

(12)

 

(20)

 

(55)

 

(29)

 

(26)

Net Income

$

87

$

150

$

(63)

$

415

$

477

$

(62)

 
Non-U.S. GAAP Adjusted Net Income (Loss) - $M
Three Months ended September 30, Nine Months ended September 30,
Adjusted
2020
Adjusted
2019
Adjusted
'20 vs '19
Adjusted
2020
Adjusted
2019
Adjusted
'20 vs '19
Networks

$

99

$

89

$

10

$

379

$

355

$

24

Renewables

 

32

 

46

 

(14)

 

108

 

115

$

(7)

Corporate

 

(31)

 

(12)

 

(20)

 

(53)

 

(28)

$

(26)

Adjusted Net Income

$

100

$

123

$

(23)

$

434

$

442

$

(8)

Amounts may not add due to rounding

Non-U.S. GAAP adjusted earnings and adjusted earnings per share exclude mark-to-market adjustments in the Renewables segment, accelerated depreciation derived from repowering of wind farms, restructuring charges and COVID-19 impacts. For additional information, see “Use of Non-U.S. GAAP Financial Measures” and “Reconciliation of Non-U.S. GAAP Financial Measures” at the end of the release.

Avangrid Networks

Earnings for the third quarter 2020 and the first nine months of 2020, compared to the same periods in 2019 increased primarily due to higher rates in Maine and our Connecticut gas companies and tax benefits, but were negatively impacted by depreciation, greater outage restoration costs, and expenses incurred in advance of the New York rate cases approval.

Avangrid Renewables

Earnings for the third quarter 2020 compared to the same period in 2019 benefited primarily from wind production from new assets and thermal and trading operations, which were more than offset by lower mark-to-market earnings, depreciation, and wind production from existing assets.

Earnings for the first nine months of 2020 compared to the same period in 2019 benefited from higher wind production from new and existing assets and new production tax credits, which were offset by lower mark-to-market earnings, lower merchant prices, depreciation, and prior year positive asset sales and asset retirement obligation adjustment that did not recur.

Corporate

Corporate primarily reflects net interest expenses and taxes period over period. Earnings for the third quarter and first nine months of 2020 compared to the same periods in 2019 decreased due to increased interest expense from the issuances of Green Bonds in May 2019 and May 2020.

Outlook

AVANGRID’s U.S. GAAP and adjusted non-U.S. GAAP Consolidated earnings outlook for 2020 is projected to be $1.90-$2.00 per share. This outlook includes an expected approval of the New York rate cases.

Third Quarter 2020 Earnings Webcast and 2020 Investor Day

AVANGRID will webcast an audio-only financial presentation in conjunction with releasing third quarter 2020 earnings tomorrow, Wednesday, October 21, 2020 beginning at 10:00 A.M. Eastern time. The webcast will feature a presentation from members of the executive team, and can be accessed through the Investor Relations’ section of AVANGRID’s website.

In addition, AVANGRID will host a virtual Investor Day on Wednesday, November 5, 2020 beginning at 9:00 A.M. Eastern time. AVANGRID’s Executive team will present an update of AVANGRID’s Long-term Outlook followed by a question and answer session. The webcast can be accessed through the Investor Relations’ section of AVANGRID’s website.

About AVANGRID: AVANGRID, Inc. (NYSE: AGR) is a leading, sustainable energy company with approximately $36 billion in assets and operations in 24 U.S. states. With headquarters in Orange, Connecticut, AVANGRID has two primary lines of business: Avangrid Networks and Avangrid Renewables. Avangrid Networks owns eight electric and natural gas utilities, serving more than 3.3 million customers in New York and New England. Avangrid Renewables owns and operates a portfolio of renewable energy generation facilities across the United States. AVANGRID employs approximately 6,600 people. AVANGRID supports the U.N.’s Sustainable Development Goals and was named among the World’s Most Ethical Companies in 2019 and 2020 by the Ethisphere Institute. For more information, visit www.avangrid.com.

Forward Looking Statements

Certain statements in this presentation may relate to our future business and financial performance and future events or developments involving us and our subsidiaries that are not purely historical and may constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements may be identified by the use of forward-looking terms such as “may,” “will,” “should,” “would,” “could,” “can,” “expect(s),” “believe(s),” “anticipate(s),” “intend(s),” “plan(s),” “estimate(s),” “project(s),” “assume(s),” “guide(s),” “target(s),” “forecast(s),” “are (is) confident that” and “seek(s)” or the negative of such terms or other variations on such terms or comparable terminology. Such forward-looking statements include, but are not limited to, statements about our plans, objectives and intentions, outlooks or expectations for earnings, revenues, expenses or other future financial or business performance, strategies or expectations, or the impact of legal or regulatory matters on business, results of operations or financial condition of the business and other statements that are not historical facts. Such statements are based upon the current reasonable beliefs, expectations, and assumptions of our management and are subject to significant risks and uncertainties that could cause actual outcomes and results to differ materially. Important factors are discussed and should be reviewed in our Form 10-K and other subsequent filings with the SEC. Specifically, forward-looking statements include, without limitation:

  • the future financial performance, anticipated liquidity and capital expenditures;
  • actions or inactions of local, state or federal regulatory agencies;
  • success in retaining or recruiting our officers, key employees or directors;
  • changes in levels or timing of capital expenditures;
  • adverse developments in general market, business, economic, labor, regulatory and political conditions;
  • fluctuations in weather patterns;
  • technological developments;
  • the impact of any cyber breaches or other incidents, grid disturbances, acts of war or terrorism, civil or social unrest, natural disasters, pandemic health events or other similar occurrences;
  • the impact of any change to applicable laws and regulations affecting operations, including those relating to the environment and climate change, taxes, price controls, regulatory approval and permitting;
  • the implementation of changes in accounting standards; and
  • other presently unknown unforeseen factors.

Should one or more of these risks or uncertainties materialize, or should any of the underlying assumptions prove incorrect, actual results may vary in material respects from those expressed or implied by these forward-looking statements. You should not place undue reliance on these forward-looking statements. We do not undertake any obligation to update or revise any forward-looking statements to reflect events or circumstances after the date of this report, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws. Other risk factors are detailed from time to time in our reports filed with the SEC, and we encourage you to consult such disclosures.

Use of Non-U.S. GAAP Financial Measures

To supplement our consolidated financial statements presented in accordance with generally accepted accounting principles in the United States (“GAAP”), we consider adjusted net income and adjusted earnings per share as non-GAAP financial measures that are not prepared in accordance with GAAP. The non-GAAP financial measures we use are specific to AVANGRID and the non-GAAP financial measures of other companies may not be calculated in the same manner. We use these non-GAAP financial measures, in addition to GAAP measures, to establish operating budgets and operational goals to manage and monitor our business, evaluate our operating and financial performance and to compare such performance to prior periods and to the performance of our competitors. We believe that presenting such non-GAAP financial measures is useful because such measures can be used to analyze and compare profitability between companies and industries by eliminating the impact of certain non-cash charges. In addition, we present non-GAAP financial measures because we believe that they and other similar measures are widely used by certain investors, securities analysts and other interested parties as supplemental measures of performance.

We define adjusted net income as net income adjusted to exclude restructuring charges, mark-to-market earnings from changes in the fair value of derivative instruments used by AVANGRID to economically hedge market price fluctuations in related underlying physical transactions for the purchase and sale of electricity, accelerated depreciation derived from repowering of wind farms and the impact of the global coronavirus (COVID-19) pandemic. We believe adjusted net income is more useful in understanding and evaluating actual and projected financial performance and contribution of AVANGRID core lines of business and to more fully compare and explain our results. The most directly comparable GAAP measure to adjusted net income is net income. We also define adjusted earnings per share, or adjusted EPS, as adjusted net income converted to an earnings per share amount.

The use of non-GAAP financial measures is not intended to be considered in isolation or as a substitute for, or superior to, AVANGRID’s GAAP financial information, and investors are cautioned that the non-GAAP financial measures are limited in their usefulness, may be unique to AVANGRID, and should be considered only as a supplement to AVANGRID’s GAAP financial measures. The non-GAAP financial measures may not be comparable to other similarly titled measures of other companies and have limitations as analytical tools.

Non-GAAP financial measures are not primary measurements of our performance under GAAP and should not be considered as alternatives to operating income, net income or any other performance measures determined in accordance with GAAP.

Investors and others should note that AVANGRID routinely posts important information on its website and considers the Investor Relations section, www.avangrid.com/wps/portal/avangrid/Investors,a channel of distribution.

Avangrid, Inc.
Condensed Consolidated Statements of Income
(In Millions except per share amounts)
(Unaudited)
 
Three Months Ended Nine Months Ended
September 30, September 30,
($M)

2020

2019

2020

2019

Operating Revenues

$

1,470

$

1,487

$

4,651

$

4,729

Operating Expenses
Purchased power, natural gas and fuel used

 

259

 

279

 

999

 

1,101

Operations and maintenance

 

634

 

588

 

1,788

 

1,714

Depreciation and amortization

 

255

 

237

 

748

 

681

Taxes other than income taxes

 

157

 

144

 

469

 

446

Total Operating Expenses

 

1,305

 

1,248

 

4,004

 

3,942

Operating Income

 

165

 

239

 

647

 

787

Other Income and (Expense)
Other income (expense)

 

16

 

6

 

15

 

1

Earnings (losses) from equity method investments

 

1

 

(1)

 

(3)

 

1

Interest expense, net of capitalization

 

(86)

 

(72)

 

(251)

 

(226)

Income Before Income Tax

 

96

 

172

 

408

 

563

Income tax (benefit) expense

 

15

 

33

 

21

 

103

Net Income

 

81

 

139

 

387

 

460

Net loss attributable to noncontrolling interests

 

6

 

11

 

28

 

17

Net Income Attributable to Avangrid, Inc.

$

87

$

150

$

415

$

477

 
Earnings per Common Share, Basic:

$

0.28

$

0.48

$

1.34

$

1.54

Earnings per Common Share, Diluted:

$

0.28

$

0.48

$

1.34

$

1.54

Weighted-average # of Common Shares Outstanding (M):
Basic

 

309.5

 

309.5

 

309.5

 

309.5

Diluted

 

309.6

 

309.5

 

309.6

 

309.5

 
Amounts may not add due to rounding
Reconciliation of Non-U.S.GAAP Financial Measures
 
Avangrid, Inc.
Reconciliation of Non-U.S. GAAP Adjusted Net Income (Loss) - $M
(Unaudited)
 
Three Months ended September 30, Nine Months ended September 30,

2020

2019

'20 vs '19

2020

2019

'20 vs '19

Networks

$

94

$

88

$

6

$

363

$

354

$

9

Renewables

 

25

 

74

 

(49)

 

107

 

152

 

(45)

Corporate

 

(31)

 

(12)

 

(20)

 

(55)

 

(29)

 

(26)

GAAP Net Income

$

87

$

150

$

(63)

$

415

$

477

$

(62)

Adjustments:
Restructuring charges

 

1

 

2

 

(1)

 

5

 

4

 

1

Mark-to-market earnings - Renewables

 

7

 

(42)

 

49

 

(9)

 

(66)

 

56

Accelerated depreciation from repowering

 

3

 

5

 

(2)

 

9

 

15

 

(6)

Impact of COVID-19

 

8

 

-

 

8

 

21

 

-

 

21

Income tax impact of adjustments*

 

(5)

 

9

 

(14)

 

(7)

 

12

 

(19)

Adjusted Net Income

$

100

$

123

$

(23)

$

434

$

442

$

(8)

* 2020: Income tax impact of adjustments: $2.5M from mark-to-market (MtM) earnings, ($2.3)M from accelerated depreciation - Renewables, ($1.4)M from restructuring charges - Networks, Renewables and Corporate, and ($5.4) million from impact of COVID-19.
* 2019: Income tax impact of adjustments: $17.2M from mark-to-market (MtM) earnings and $(3.9)M from accelerated depreciation - Renewables, $(1.0)M from restructuring charges - Networks and Corporate.
Non-U.S. GAAP Adjusted Net Income (Loss) - $M
 
Three Months ended
September 30,
Nine Months ended
September 30,
Adjusted
2020
Adjusted
2019
Adjusted
'20 vs '19
Adjusted
2020
Adjusted
2019
Adjusted
'20 vs '19
Networks

$

99

$

89

$

10

$

379

$

355

$

24

Renewables

 

32

 

46

 

(14)

 

108

 

115

 

(7)

Corporate

 

(31)

 

(12)

 

(20)

 

(53)

 

(28)

 

(26)

Adjusted Net Income

$

100

$

123

$

(23)

$

434

$

442

$

(8)

 
Avangrid, Inc.
Reconciliation of Adjusted Non-U.S.GAAP Earnings (Loss) Per Share (EPS)
(Unaudited)
 
Three Months ended September 30, Nine Months ended September 30,

2020

2019

'20 vs '19

2020

2019

'20 vs '19

Networks

$

0.30

$

0.28

$

0.02

$

1.17

$

1.14

$

0.03

Renewables

 

0.08

 

0.24

 

(0.16)

 

0.35

 

0.49

 

(0.15)

Corporate

 

(0.10)

 

(0.04)

 

(0.06)

 

(0.18)

 

(0.09)

 

(0.08)

GAAP Earnings Per Share

$

0.28

$

0.48

$

(0.20)

$

1.34

$

1.54

$

(0.20)

Adjustments:
Restructuring charges

 

0.00

 

0.01

 

(0.00)

 

0.02

 

0.01

 

0.00

Mark-to-market earnings - Renewables

 

0.02

 

(0.14)

 

0.16

 

(0.03)

 

(0.21)

 

0.18

Accelerated depreciation from repowering

 

0.01

 

0.02

 

(0.01)

 

0.03

 

0.05

 

(0.02)

Impact of COVID-19

 

0.02

 

-

 

0.02

 

0.07

 

-

 

0.07

Income tax impact of adjustments*

 

(0.02)

 

0.03

 

(0.05)

 

(0.02)

 

0.04

 

(0.06)

Adjusted Earnings Per Share

$

0.32

$

0.40

$

(0.07)

$

1.40

$

1.43

$

(0.03)

Weighted-avg # of Shares (M):

 

309.5

 

309.5

 

309.5

 

309.5

Amounts may not add due to rounding
* 2020: EPS Income tax impact of adjustments: $0.01 from mark-to-market (MtM) earnings, ($0.01) from accelerated depreciation - Renewables, and ($0.02) from impact of COVID-19.
* 2019: EPS Income tax impact of adjustments: $0.05 from mark-to-market (MtM) earnings and $(0.01) from accelerated depreciation - Renewables.
Non-U.S. GAAP Adjusted Earnings (Loss) Per Share
 
Three Months ended September 30, Nine Months ended September 30,
Adjusted
2020
Adjusted
2019
Adjusted
'20 vs '19
Adjusted
2020
Adjusted
2019
Adjusted
'20 vs '19
Networks

$

0.32

$

0.29

$

0.03

$

1.22

$

1.15

$

0.08

Renewables

 

0.10

 

0.15

 

(0.05)

 

0.35

 

0.37

 

(0.02)

Corporate

 

(0.10)

 

(0.04)

 

(0.06)

 

(0.17)

 

(0.09)

 

(0.08)

Adjusted Earnings Per Share

$

0.32

$

0.40

$

(0.07)

$

1.40

$

1.43

$

(0.03)

Weighted-avg # of Shares (M):

 

309.5

 

309.5

 

309.5

 

309.5

Amounts may not add due to rounding

 


Contacts

Analysts: Patricia Cosgel, This email address is being protected from spambots. You need JavaScript enabled to view it., 203-499-2624
Media: Zsoka McDonald, This email address is being protected from spambots. You need JavaScript enabled to view it., 203-997-6892

IRVING, Texas--(BUSINESS WIRE)--Fluor Corporation (NYSE: FLR) announced today that Stork, part of Fluor’s Diversified Services segment, was awarded a new approximately five-year contract under the consortium of CMgP, Consorcio Mantenimiento de Gasoductos del Peru, (Stork Peru S.A.C. and SICIM S.P.A.) by Compañía Operadora de Gas, S.A.C – COGA in Peru. Fluor booked the undisclosed contract value in the third quarter of 2020.



Stork will provide integral pipeline maintenance services to the Sistema De Transporte De Gas Natural y Líquidos de Gas Natural de Camisea, operated by COGA.

The consortium will jointly plan, prepare and deliver geotechnical, construction and maintenance services for more than 1,500 kilometers of pipelines and for all relevant equipment and processing plants. The pipelines connect Peru’s main gas field Camisea to the Peruvian coast line and are of critical importance to the energy distribution of the country.

“Stork is honored to be selected by COGA for this important contract,” said Taco de Haan, Stork’s president. “Stork will provide service excellence according to the highest safety standards relying upon our vast experience in pipeline construction and maintenance in Latin America, as well as leverage our global expertise and network of specialists across Fluor, Stork and SICIM’s geotechnical expertise. This contract further solidifies Stork’s strong position and client confidence in Latin America allowing us to further grow our local employment in the communities in which we live and work.”

Pre-mobilization activities of this contract have started with execution expected to begin in the first quarter of 2021 and completion scheduled in mid-2026.

About Stork

Stork, a Fluor company, continually improves the performance of its clients’ assets through a wide range of integrated, innovative and data-driven solutions, from operations and maintenance to turnarounds and modifications. We are committed to growing our clients’ business sustainably and successfully by setting new standards of excellence in asset management. Underpinned with our core values— Safety, Integrity, Teamwork, Client Focus and Excellence— we aim to be the industry reference, every day, everywhere. For more information, please visit www.stork.com or follow us on Twitter @StorkTS, LinkedIn.

About Fluor Corporation

Fluor Corporation (NYSE: FLR) is a global engineering, procurement, fabrication, construction and maintenance company with projects and offices on six continents. Fluor’s 45,000 employees build a better world and provide sustainable solutions by designing, building and maintaining safe, well executed projects. Fluor had revenue of $14.3 billion in 2019 and is ranked 181 among the Fortune 500 companies. With headquarters in Irving, Texas, Fluor has served its clients for more than 100 years. For more information, please visit www.fluor.com or follow Fluor on Twitter, LinkedIn, Facebook and YouTube.

#stork


Contacts

Brian Mershon
Media Relations
469.398.7621/864.281.6976

Jason Landkamer
Investor Relations
469.398.7222

Beatrijs van de Ven
Stork Media Relations
+31651566513

SACRAMENTO, Calif.--(BUSINESS WIRE)--Electrochaea GmbH, a leading European provider of renewable methane technology, announced today that it has established a Sacramento-based U.S. subsidiary, Electrochaea Corporation, to accelerate the commercial roll-out of its technology in North America. The company offers a climate-friendly solution to store renewable electricity and recycle CO2 in the form of renewable methane. This technology is a major advancement toward the critical goal of transitioning to a clean energy economy.

Renewable electricity sources such as solar and wind, which are naturally intermittent, are only optimized when mechanisms for electricity storage are present. As more solar sources are developed, an unexpected problem, the inability to use all of the electricity produced during the hours when the sun is available, has arisen reducing the enthusiasm for additional solar installations. Electrochaea’s technology can take that unneeded electricity and store it in the form of renewable methane. This methane, a substitute for fossil fuels, can be used when the sun is not shining for electricity generation.

Over the past six years, Electrochaea has successfully developed renewable methane from the lab to industrial-scale pilot plants in Denmark and Switzerland, feeding the national gas grids. In 2019 the company opened a third pilot plant at the U.S. Department of Energy’s National Renewable Energy Laboratory (NREL) in Golden, CO, with support from SoCalGas. The company has several renewable methane projects under development in the USA as it moves forward with commercial roll-out in North America.

“This is a transformative time in the U.S. energy market. The critical needs for both new climate solutions and new areas of economic development are increasingly urgent, while new renewable energy solutions are gaining traction,” said Mich Hein, CEO of Electrochaea. “We’re optimistic about the growing potential for our renewable methane to promote use of renewable electricity, and we look forward to deepening our collaborations with U.S. partners to accelerate its commercialization.”

“Electrochaea has presented us with an innovative technology to investigate at an important time,” said Martin Keller, Laboratory Director at NREL. “We appreciate the opportunity to collaborate with a partner who has experience and know-how in the field of biological methanation. We anticipate a huge potential for scale in the U.S. market as we seek to diversify the gas grid, which is the backbone of the U.S. energy storage network.”

The business development activities of the U.S. subsidiary will focus on development and execution of commercial opportunities and partnerships in the United States, Canada and Mexico. Electrochaea’s headquarters, with laboratories, engineering and business functions, will remain in Munich.

Electrochaea uses ancient microorganisms, called archaea, as a biocatalyst to convert hydrogen from renewable energy and carbon dioxide into grid-quality methane. The technology was developed by Prof. Laurens Mets at the University of Chicago. Mets was the first to discover the potential of the archaea’s metabolism and its impact for environmental applications. Compared to chemical methanation technologies, this biological process is extremely robust, efficient and reliable. The operation of the system is simple and cost-effective.

About Electrochaea: Founded in 2014, Electrochaea GmbH delivers an innovative, patented technology for producing high-quality renewable natural gas that can be stored and used on demand in the existing natural gas grid. The company has successfully operated industrial-scale pilot plants in the U.S., Switzerland and Denmark and plans to produce more than 15 billion cubic feet per year of renewable methane by 2025. Electrochaea’s technology was recently awarded the Swiss energy prize Watt d'Or and listed by FOCUS magazine as one of the most important technologies for climate and environment. Electrochaea is headquartered in Munich, Germany. www.electrochaea.com


Contacts

Shermineh Rohanizadeh
Silverline Communications
This email address is being protected from spambots. You need JavaScript enabled to view it.
+1 (949) 378-6469

Beth Bray
US Communications Director
Electrochaea Corporation
This email address is being protected from spambots. You need JavaScript enabled to view it.
+1 (773) 241-4948

NORTH CHARLESTON, S.C.--(BUSINESS WIRE)--$NGVT--Ingevity Corporation (NYSE: NGVT) announced today that it is commencing a private offering of $550.0 million in aggregate principal amount of senior unsecured notes in a transaction exempt from the registration requirements of the Securities Act of 1933, as amended, subject to market and other conditions. If the offering is consummated, the company intends to use the proceeds of the offering for the redemption, refinancing or repayment of existing indebtedness. There can be no assurance that the issuance and sale of the notes will be consummated.


The notes will be offered and sold only to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A and to certain non-U.S. persons outside the United States pursuant to Regulation S under the Securities Act. The notes have not been registered under the Securities Act or any state securities law and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act and applicable state laws.

This press release does not constitute an offer to sell or a solicitation of an offer to purchase the notes or any other securities and does not constitute an offer, solicitation or sale in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful.

Forward-Looking Statements

This press release contains “forward-looking statements” within the meaning of the Securities Exchange Act of 1934, as amended, and the Private Securities Litigation Reform Act of 1995. Such statements generally include the words “will,” “plans,” “intends,” “targets,” “expects,” “outlook,” or similar expressions. Forward-looking statements may include, without limitation, expected financial positions, results of operations and cash flows; financing plans; business strategies and expectations; operating plans; and the impact of COVID-19. Actual results could differ materially from the views expressed. Factors that could cause actual results to materially differ from those contained in the forward-looking statements, or that could cause other forward-looking statements to prove incorrect, include, without limitation, adverse effects from the COVID-19 pandemic; adverse effects of general economic and financial conditions; risks related to international sales and operations; and the other factors detailed from time to time in the reports we file with the SEC, including those described under “Risk Factors” in our Annual Report on Form 10-K, Form 10-Q and other periodic filings. These forward-looking statements speak only as of the date of this press release. Ingevity assumes no obligation to provide any revisions to, or update, any projections and forward-looking statements contained in this press release.


Contacts

Laura Woodcock
843-746-8197
This email address is being protected from spambots. You need JavaScript enabled to view it.

Investors:
Jack Maurer
843-746-8242
This email address is being protected from spambots. You need JavaScript enabled to view it.

HOUSTON--(BUSINESS WIRE)--Phillips 66 Partners LP (NYSE: PSXP) announces that the board of directors of its general partner declared a third-quarter 2020 cash distribution of $0.875 per common unit, or $3.50 per unit on an annualized basis. This represents a 1% increase compared to the third-quarter 2019 distribution. The quarterly distribution is payable Nov. 13, 2020, to unitholders of record as of Oct. 30, 2020.


About Phillips 66 Partners

Headquartered in Houston, Phillips 66 Partners is a growth-oriented master limited partnership formed by Phillips 66 to own, operate, develop and acquire primarily fee-based crude oil, refined petroleum products and natural gas liquids pipelines, terminals and other midstream assets. For more information, visit www.phillips66partners.com.

TAX CONSIDERATIONS

This release is intended to be a qualified notice to nominees as provided for under Treasury Regulation Section 1.1446-4(b)(4) and (d). Please note that 100% of Phillips 66 Partners LP’s distributions to foreign investors are attributable to income that is effectively connected with a United States trade or business. Accordingly, all of Phillips 66 Partners LP’s distributions to foreign investors are subject to federal income tax withholding at the highest applicable effective tax rate. Nominees, and not Phillips 66 Partners LP, are treated as the withholding agents responsible for withholding on the distributions received by them on behalf of foreign investors.


Contacts

Jeff Dietert (investors)
832-765-2297
This email address is being protected from spambots. You need JavaScript enabled to view it.
or
Shannon Holy (investors)
832-765-2297
This email address is being protected from spambots. You need JavaScript enabled to view it.
or
Joe Gannon (media)
855-841-2368
This email address is being protected from spambots. You need JavaScript enabled to view it.

Selected preliminary earnings issued ahead of schedule; conference call still scheduled for Oct. 29, 2020 



  • Ingevity’s results were driven by global automotive demand and production rebound versus weak second quarter, continued strong paving activity, cost reduction actions and strong execution
  • Third quarter net sales of $332 million were down 7.8% versus the prior year quarter driven by the economic impacts of COVID-19
  • Net income of $70 million was up 16.7% versus prior year quarter; net income as a percentage of sales was 21.1%, compared to 16.6% in the prior year quarter
  • Third quarter adjusted EBITDA of $128 million were up 11.9% versus the prior year quarter; adjusted EBITDA margin of 38.5% is up 680 basis points
  • Operating cash flow of $90 million; free cash flow of $74 million
  • Company increases and narrows fiscal year 2020 guidance for adjusted EBITDA to between $355 million and $365 million; narrows guidance for sales to between $1.15 billion and $1.20 billion

The preliminary results and guidance in this release include Non-GAAP financial measures. Refer to the section entitled “Use of Non-GAAP Financial Measures” within this release.

NORTH CHARLESTON, S.C.--(BUSINESS WIRE)--$NGVT #earnings--Ingevity Corporation (NYSE:NGVT) today reported selected preliminary financial results for the third quarter.

Ingevity’s third quarter results were driven by strong rebounds in automotive sales and production worldwide versus a weak second quarter, along with continued strong paving activity, cost reduction actions and strong execution,” said John Fortson, president and CEO. “These positives were partially offset by a weakened economic environment due to COVID-19 that particularly impacted our Performance Chemicals businesses. Nonetheless, our adjusted EBITDA and adjusted EBITDA margin were records for the third quarter.”

Third quarter net sales of $332 million were down 7.8% versus the prior year third quarter. Net income of $70 million increased 16.7% and net income margin of 21.1% was up from 16.6% in the prior year. The third quarter diluted earnings per share were $1.69 compared to $1.41 in the prior year period.

Adjusted earnings of $74 million were up 19.3% versus the prior year quarter. Diluted adjusted earnings per share were $1.79, which exclude, net of tax, $0.10 related primarily to restructuring and other charges, net, recognized during the quarter. This compares to diluted adjusted earnings per share of $1.46 in the prior year quarter. Adjusted EBITDA of $128 million were up 11.9% versus the third quarter 2019. Adjusted EBITDA margin of 38.5% was up 680 basis points from the prior year’s third quarter.

The company generated operating cash flow of $90 million, which translated to free cash flow of $74 million.

Performance Chemicals
With the exception of our pavement technologies business, our Performance Chemicals segment was negatively impacted by a weak economy resulting from COVID-19,” said Fortson. “We continue to control costs which resulted in our adjusted EBITDA margins remaining solidly in the mid 20s.”

Sales to pavement technologies applications were slightly higher than the prior year and set a quarterly record. While paving sales in North America were essentially flat, sales in China and Europe, Middle East and Africa (EMEA) were up sharply, albeit from smaller bases. Sales for engineered polymers products were down due to reduced industrial demand globally. Footwear and medical device sales were down, while sales to bioplastics customers continued to show growth. Sales decreased in industrial specialties applications due to continued demand weakness for printing inks and other end-use applications. Additionally, sales to oilfield technologies customers were cut sharply in line with reduced drilling in North America; sales in oil production applications were down moderately.

Third quarter 2020 sales in the Performance Chemicals segment were $188 million, down 18.2% versus the third quarter 2019. Segment EBITDA were $47 million, down 21.1% versus the prior year quarter due to lower volumes which were partially offset by price/mix. Segment EBITDA margin declined 90 basis points to 25.1%.

Performance Materials
Automakers – particularly in the U.S. and Canada – rebounded sharply,” said Fortson. “The industry continues to work to refill the vehicle pipeline, and as such, demand for our gasoline vapor emission control solutions has risen dramatically versus the second quarter.” As a result, the company’s quarterly production of honeycomb scrubbers used to meet the U.S. and Canadian regulatory standards were a quarterly record.

Sales of Performance Materials products in China were up strongly as automakers there have bounced back from COVID-related shutdowns and the implementation of the China 6 standard has been completed.

Third quarter 2020 sales in the Performance Materials segment were $144 million, up 10.4% versus the third quarter 2019. Segment EBITDA were $80 million, up 48.3% versus the prior year period due to the sharp increase in volumes and price/mix improvement. Segment EBITDA margin increased 1,430 basis points to 55.9%.

Outlook
Ingevity narrowed its fiscal year 2020 guidance for sales from between $1.10 billion and $1.20 billion to between $1.15 billion and $1.20 billion, and increased and narrowed its guidance for adjusted EBITDA from between $310 million and $350 million to between $355 million and $365 million.

We remain confident in our business through the end of the year,” said Fortson. “While we may see continued weakness on the revenue line, given the cost controls we’ve implemented, we expect our adjusted EBITDA and adjusted EBITDA margins to remain favorable. And while uncertainty remains regarding global economic strength, we believe in the strength of our strategy and our team’s ability to execute on the opportunities.”

Preliminary Results
We have provided the preliminary estimated financial results contained in this press release and the accompanying financial schedules because our financial closing procedures for the three months ended September 30, 2020 are not yet complete. The preliminary estimated financial information contained herein and in the accompanying financial schedules does not represent a comprehensive statement of our results of operations or financial condition as of or for the three months ended September 30, 2020 and is based solely on information available to us as of the date of this press release. Our results of operations and financial condition as of and for the three months ended September 30, 2020 may vary from our current expectations and may be different from the information described above as our quarterly financial statement preparation process is not yet complete and additional developments and adjustments may arise between now and the time the financial statements and other disclosures for this period are finalized, including all disclosures required by GAAP. In addition, these preliminary estimated financial results are not necessarily indicative of the results to be achieved for the remainder of 2020 or in any future period. There can be no assurance that these estimates will be realized, and estimates are subject to risks and uncertainties, many of which are not within our control. The information contained herein and in the accompanying financial schedules should not be viewed as a substitute for full financial statements prepared in accordance with GAAP or as a measure of performance. Accordingly, you should not place undue reliance on such financial information.

Ingevity: Purify, Protect and Enhance
Ingevity provides specialty chemicals, high-performance carbon materials and engineered polymers that purify, protect and enhance the world around us. Through a team of talented and experienced people, Ingevity develops, manufactures, and brings to market products and processes that help customers solve complex problems. These products are used in a variety of demanding applications, including asphalt paving, oil exploration and production, agrochemicals, adhesives, lubricants, publication inks, coatings, elastomers, bioplastics and automotive components that reduce gasoline vapor emissions. Headquartered in North Charleston, South Carolina, Ingevity operates from 25 locations around the world and employs approximately 1,850 people. The company is traded on the New York Stock Exchange (NYSE: NGVT). For more information visit www.ingevity.com.

Additional Information
The company will host a live webcast on Thursday, Oct. 29, 2020, at 10 a.m. (Eastern Time) to discuss third quarter 2020 fiscal results. The webcast can be accessed through the investors section of Ingevity’s website. You may also listen to the conference call by dialing 877-407-2991 (inside the U.S.) or 201-389-0925 (outside the U.S.), at least 10 minutes prior to the start of the event. Information on how to access the webcast and conference call, along with a slide deck containing other relevant financial and statistical information, will be posted to the investors section of Ingevity’s website prior to the call. For those unable to join the live event, a replay of the webcast will be available beginning at approximately 2 p.m. (Eastern Time) on Oct. 29, 2020, through Nov. 29, 2020.

Use of Non-GAAP Financial Measures
Ingevity has presented certain financial measures which have not been prepared in accordance with U.S. generally accepted accounting principles (GAAP). Definitions of our non-GAAP financial measures and a reconciliation to the most directly comparable financial measure calculated in accordance with GAAP are included in the financial schedules accompanying this news release, under the section entitled "Non-GAAP Financial Measures."

Cautionary Statements About Forward-Looking Statements
This press release contains “forward-looking statements” within the meaning of the Securities Exchange Act of 1934, as amended, and the Private Securities Litigation Reform Act of 1995. Such statements generally include the words “will,” “plans,” “intends,” “targets,” “expects,” “outlook,” or similar expressions. Forward-looking statements may include, without limitation, expected financial positions, results of operations and cash flows; financing plans; business strategies and expectations; operating plans; impact of COVID-19; synergies and the potential benefits of the acquisition of Perstorp Holding AB’s Capa® caprolactone business (the “acquisition”); capital and other expenditures; competitive positions; growth opportunities for existing products; benefits from new technology and cost-reduction initiatives, plans and objectives; markets for securities and expected future repurchases of shares, including statements about the manner, amount and timing of repurchases. Actual results could differ materially from the views expressed. Factors that could cause actual results to materially differ from those contained in the forward-looking statements, or that could cause other forward-looking statements to prove incorrect, include, without limitation, adverse effects from the COVID-19 pandemic; risks that the expected benefits from the acquisition may not be realized or will not be realized in the expected time period, the risk that the acquired business will not be integrated successfully and the risk of significant transaction costs and unknown or understated liabilities; adverse effects of general economic and financial conditions; risks related to international sales and operations; impacts of currency exchange rates and currency devaluation; compliance with U.S. and foreign regulations concerning our operations outside the U.S.; changes in trade policy, including the imposition of tariffs; the impact of the United Kingdom’s withdrawal from the European Union; attracting and retaining key personnel; adverse conditions in the global automotive market or adoption of alternative and new technologies; competition from producers of alternative products and new technologies, and new or emerging competitors; competition from infringing intellectual property activity; worldwide air quality standards; a decrease in government infrastructure spending; declining volumes and downward pricing in the printing inks market; the limited supply of or lack of access to sufficient crude tall oil; a prolonged period of low energy prices; the provision of services by third parties at several facilities; natural disasters, such as hurricanes, winter or tropical storms, earthquakes, tornados, floods, fires; other unanticipated problems such as labor difficulties, equipment failure or unscheduled maintenance and repair; protection of intellectual property and proprietary information; information technology security breaches and other disruptions; complications with designing and implementing our new enterprise resource planning system; government policies and regulations, including, but not limited to, those affecting the environment, climate change, tax policies, tariffs and the chemicals industry; and lawsuits arising out of environmental damage or personal injuries associated with chemical or other manufacturing processes, and the other factors detailed from time to time in the reports we file with the SEC, including those described under "Risk Factors" in our Annual Report on Form 10-K, our Form 10-Q for the period ending March 31, 2020 and other periodic filings. These forward-looking statements speak only as of the date of this press release. Ingevity assumes no obligation to provide any revisions to, or update, any projections and forward-looking statements contained in this press release.

Ingevity has presented certain financial measures, defined below, which have not been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) and has provided a reconciliation to the most directly comparable financial measure calculated in accordance with GAAP on the following pages. These financial measures are not meant to be considered in isolation or as a substitute for the most directly comparable financial measure calculated in accordance with GAAP. Investors should consider the limitations associated with these non-GAAP measures, including the potential lack of comparability of these measures from one company to another.

We believe these non-GAAP financial measures provide management as well as investors, potential investors, securities analysts and others with useful information to evaluate the performance of the business, because such measures, when viewed together with our financial results computed in accordance with GAAP, provide a more complete understanding of the factors and trends affecting our historical financial performance and projected future results.

Ingevity uses the following non-GAAP measures:

Adjusted earnings (loss) is defined as net income (loss) plus restructuring and other (income) charges, net, acquisition and other-related costs, pension and postretirement settlement and curtailment (income) charges and the income tax expense (benefit) on those items, less the provision (benefit) from certain discrete tax items.

Diluted adjusted earnings (loss) per share is defined as diluted earnings (loss) per common share plus restructuring and other (income) charges, net per share, acquisition and other-related costs per share, pension and postretirement settlement and curtailment (income) charges per share and the income tax expense (benefit) per share on those items, less the per share tax provision (benefit) from certain discrete tax items per share.

Adjusted EBITDA is defined as net income (loss) plus provision (benefit) for income taxes, interest expense, net, depreciation and amortization, restructuring and other (income) charges, net, acquisition and other-related costs, and pension and postretirement settlement and curtailment (income) charges.

Adjusted EBITDA Margin is defined as Adjusted EBITDA divided by Net sales.

Free Cash Flow is defined as the sum of cash provided by (used in) the following items: operating activities less capital expenditures.

Ingevity also uses the above financial measures as the primary measures of profitability used by managers of the business. In addition, Ingevity believes Adjusted EBITDA and Adjusted EBITDA Margin are useful measures because they exclude the effects of financing and investment activities as well as non-operating activities.

GAAP Reconciliation of 2020 Adjusted EBITDA Guidance

A reconciliation of net income to adjusted EBITDA as projected for 2020 is not provided. Ingevity does not forecast net income as it cannot, without unreasonable effort, estimate or predict with certainty various components of net income. These components, net of tax, include further restructuring and other income (charges), net; additional acquisition and other-related costs in connection with the acquisition of Perstorp Holding AB’s Capa caprolactone business; additional pension and postretirement settlement and curtailment (income) charges; and revisions due to future guidance and assessment of U.S. tax reform. Additionally, discrete tax items could drive variability in our projected effective tax rate. All of these components could significantly impact such financial measures. Further, in the future, other items with similar characteristics to those currently included in adjusted EBITDA, that have a similar impact on comparability of periods, and which are not known at this time, may exist and impact adjusted EBITDA.

 

Ingevity Corporation

Non-GAAP Financial Measures

 

Reconciliation of Net Income (Loss) (GAAP) to Adjusted Earnings (Loss) (Non-GAAP)

 

 

 

Three Months Ended September 30,

In millions, except per share data (unaudited)

2020

 

2019

Net income (loss) (GAAP)

$

69.9

 

 

$

59.9

 

Restructuring and other (income) charges, net

5.5

 

 

1.7

 

Acquisition and other-related costs

 

 

1.3

 

Tax effect on items above

(1.2

)

 

(0.8

)

Certain discrete tax provision (benefit) (1)

 

 

0.1

 

Adjusted earnings (loss) (Non-GAAP)

$

74.2

 

 

$

62.2

 

 

 

 

 

Diluted earnings (loss) per common share (GAAP)

$

1.69

 

 

$

1.41

 

Restructuring and other (income) charges

0.13

 

 

0.04

 

Acquisition and other-related costs

 

 

0.03

 

Tax effect on items above

(0.03

)

 

(0.02

)

Certain discrete tax provision (benefit)

 

 

 

Diluted adjusted earnings (loss) per share (Non-GAAP)

$

1.79

 

 

$

1.46

 

 

 

 

 

 

Weighted average common shares outstanding - Diluted

41.5

 

 

42.6

 

(1)

Represents certain discrete tax items such as excess tax benefits on stock compensation and impacts of changes associated with U.S. Tax Reform. Management believes excluding these discrete tax items assists investors, potential investors, securities analysts, and others in understanding the tax provision and the effective tax rate related to continuing operating results thereby providing useful supplemental information about operational performance.

Ingevity Corporation

Non-GAAP Financial Measures

 

Reconciliation of Net Income (Loss) (GAAP) to Adjusted EBITDA (Non-GAAP)

 

 

Three Months Ended September 30,

In millions, except percentages (unaudited)

2020

 

2019

Net income (loss) (GAAP)

$

69.9

 

 

$

59.9

 

Provision (benefit) for income taxes

18.2

 

 

17.5

 

Interest expense, net

8.9

 

 

12.1

 

Depreciation and amortization

25.1

 

 

21.5

 

Restructuring and other (income) charges, net

5.5

 

 

1.7

 

Acquisition and other-related costs

 

 

1.3

 

Adjusted EBITDA (Non-GAAP)

$

127.6

 

 

$

114.0

 

 

 

 

 

Net sales

$

331.7

 

 

$

359.9

 

Net income (loss) margin

21.1

%

 

16.6

%

Adjusted EBITDA margin

38.5

%

 

31.7

%

 

Ingevity Corporation

Non-GAAP Financial Measures

 

Calculation of Free Cash Flow (Non-GAAP)

 

 

Three Months Ended September 30,

In millions (unaudited)

2020

 

2019

Cash Flow from Operations

$

90.0

 

 

$

118.7

 

Less: Capital Expenditures

16.5

 

 

22.1

 

Free Cash Flow

$

73.5

 

 

$

96.6

 

 


Contacts

Contact:
Laura Woodcock
843-746-8197
This email address is being protected from spambots. You need JavaScript enabled to view it.

Investors:
Jack Maurer
843-746-8242
This email address is being protected from spambots. You need JavaScript enabled to view it.

NORTH CHARLESTON, S.C.--(BUSINESS WIRE)--$NGVT--Ingevity Corporation (NYSE: NGVT) announced today the pricing of its previously announced offering of 8-year senior unsecured notes in an aggregate principal amount of $550 million. The notes will mature on November 1, 2028 and will bear an interest rate of 3.875% per annum. The offering is expected to close on October 28, 2020 subject to customary closing conditions.


If the offering is consummated, the company intends to use the proceeds of the offering for the redemption, refinancing or repayment of existing indebtedness. There can be no assurance that the issuance and sale of the notes will be consummated.

The notes will be offered and sold only to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A and to certain non-U.S. persons outside the United States pursuant to Regulation S under the Securities Act. The notes have not been registered under the Securities Act or any state securities law and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act and applicable state laws.

This press release does not constitute an offer to sell or a solicitation of an offer to purchase the notes or any other securities and does not constitute an offer, solicitation or sale in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful.

Forward-Looking Statements

This press release contains “forward-looking statements” within the meaning of the Securities Exchange Act of 1934, as amended, and the Private Securities Litigation Reform Act of 1995. Such statements generally include the words “will,” “plans,” “intends,” “targets,” “expects,” “outlook,” or similar expressions. Forward-looking statements may include, without limitation, expected financial positions, results of operations and cash flows; financing plans; business strategies and expectations; operating plans; and the impact of COVID-19. Actual results could differ materially from the views expressed. Factors that could cause actual results to materially differ from those contained in the forward-looking statements, or that could cause other forward-looking statements to prove incorrect, include, without limitation, adverse effects from the COVID-19 pandemic; adverse effects of general economic and financial conditions; risks related to international sales and operations; and the other factors detailed from time to time in the reports we file with the SEC, including those described under “Risk Factors” in our Annual Report on Form 10-K, Form 10-Q and other periodic filings. These forward-looking statements speak only as of the date of this press release. Ingevity assumes no obligation to provide any revisions to, or update, any projections and forward-looking statements contained in this press release.


Contacts

Contact:
Laura Woodcock
843-746-8197
This email address is being protected from spambots. You need JavaScript enabled to view it.

Investors:
Jack Maurer
843-746-8242
This email address is being protected from spambots. You need JavaScript enabled to view it.

DUBLIN--(BUSINESS WIRE)--The "Naphthenic Base Oil - Global Market Outlook (2019-2027)" report has been added to ResearchAndMarkets.com's offering.


According to the report, the Global Naphthenic base Oil Market accounted for $1,913.24 million in 2019 and is expected to reach $3,412.22 million by 2027, growing at a CAGR of 7.5% during the forecast period.

Increasing adoption of hybrid and electric vehicle, growing demand for high solvency products in several end-use industries, and rising R&D initiative by the government are some of the factors propelling the growth of the market. However, the availability of cheaper substitutes is hampering the growth of the market.

The naphthenic base oil is those which are processed from sweet crude oil distillates. These features enable a low point of pour on lighter viscosities and a high degree of solvency where stronger viscosities are needed. Naphthenic base oils also provide better low-temperature performance than paraffinic oils, which makes them ideal for formulating hydraulic fluids and automatic transmission fluids.

Based on the application, the process oil segment is anticipated to hold considerable market share during the forecast period due to the increasing demand for greener tire formulation that provides lower rolling resistance, lower fuel consumption, and lower carbon dioxide emissions. By geography, North America is expected to grow at a significant market share during the forecast period owing to the growth in the consumption of this oil, increase in adoption of hybrid vehicles in concern to environmental hazards and presence of the prominent key players in the region.

Companies Mentioned

  • W.S. Dodge Oil Co. Inc.
  • UniSource Energy, Inc.
  • SAC Petrobras SA
  • Royal Dutch Shell Plc (Shell)
  • Lubline LLC
  • PetroChina Company Limited
  • Nynas AB
  • Michang Oil industrial Co. Ltd.
  • Lubricon Industries
  • Gulf Petrochem FZC
  • Ergon Inc.
  • Calumet Specialty Products Partners, L.P
  • Apar Industries Ltd.
  • Resolute Oil, LLC

What the report offers:

  • Market share assessments for the regional and country-level segments
  • Strategic recommendations for the new entrants
  • Covers Market data for the years 2018, 2019, 2020, 2024 and 2027
  • Market Trends (Drivers, Constraints, Opportunities, Threats, Challenges, Investment Opportunities, and Recommendations)
  • Strategic recommendations in key business segments based on the market estimations
  • Competitive landscaping mapping the key common trends
  • Company profiling with detailed strategies, financials, and recent developments
  • Supply chain trends mapping the latest technological advancements

Key Topics Covered:

1 Executive Summary

2 Preface

3 Market Trend Analysis

3.1 Introduction

3.2 Drivers

3.3 Restraints

3.4 Opportunities

3.5 Threats

3.6 Application Analysis

3.7 Emerging Markets

3.8 Impact of COVID-19

4 Porters Five Forces Analysis

4.1 Bargaining Power of Suppliers

4.2 Bargaining Power of Buyers

4.3 Threat of Substitutes

4.4 Threat of New Entrants

4.5 Competitive Rivalry

5 Global Naphthenic Base Oil Market, By Viscosity Index

5.1 Introduction

5.2 35-60 SUS

5.3 80-130 SUS

5.4 200-300 SUS

5.5 400-800 SUS

5.6 Above 1200 SUS

6 Global Naphthenic Base Oil Market, By Application

6.1 Introduction

6.2 Rubber Oil

6.3 Process Oil

6.4 Metal Working

6.5 Industrial Lubes & Grease

6.6 Electrical Oil

7 Global Naphthenic Base Oil Market, By Geography

7.1 Introduction

7.2 North America

7.2.1 US

7.2.2 Canada

7.2.3 Mexico

7.3 Europe

7.3.1 Germany

7.3.2 UK

7.3.3 Italy

7.3.4 France

7.3.5 Spain

7.3.6 Rest of Europe

7.4 Asia-Pacific

7.4.1 Japan

7.4.2 China

7.4.3 India

7.4.4 Australia

7.4.5 New Zealand

7.4.6 South Korea

7.4.7 Rest of Asia-Pacific

7.5 South America

7.5.1 Argentina

7.5.2 Brazil

7.5.3 Chile

7.5.4 Rest of South America

7.6 Middle East & Africa

7.6.1 Saudi Arabia

7.6.2 UAE

7.6.3 Qatar

7.6.4 South Africa

7.6.5 Rest of Middle East & Africa

8 Key Developments

8.1 Agreements, Partnerships, Collaborations and Joint Ventures

8.2 Acquisitions & Mergers

8.3 New Product Launches

8.4 Expansions

8.5 Other Key Strategies

9 Company Profiling

For more information about this report visit https://www.researchandmarkets.com/r/ly6u1l


Contacts

ResearchAndMarkets.com
Laura Wood, Senior Press Manager
This email address is being protected from spambots. You need JavaScript enabled to view it.
For E.S.T Office Hours Call 1-917-300-0470
For U.S./CAN Toll Free Call 1-800-526-8630
For GMT Office Hours Call +353-1-416-8900

Customers Who Might Be Affected by the Public Safety Power Shutoff Are Receiving One-Day Notifications

SAN FRANCISCO--(BUSINESS WIRE)--Pacific Gas and Electric Company (PG&E) continues to monitor a potentially strong and dry offshore wind event forecasted to start Wednesday evening. Given the expected conditions, PG&E began its one-day advance notifications to customers in areas where PG&E may need to proactively turn power off for safety to reduce the risk of wildfire from energized power lines.

Potential Public Safety Power Shutoff Wednesday evening through Friday morning

The potential PSPS starting Wednesday evening could impact approximately 54,000 customers in portions of 19 counties in the Northern Sacramento Valley and adjacent elevated terrain, the Northern Sierra Nevada generally north of I-80, the North Bay mountains, and Mt. Diablo in the East Bay. Specifically, customers in portions of the following counties are being notified: Alameda, Butte, Colusa, Contra Costa, Glenn, Humboldt, Lake, Lassen, Napa, Plumas, Santa Clara, Shasta, Solano, Sonoma, Stanislaus, Tehama, Trinity, Yolo and Yuba.

The potential PSPS event is still approximately 24 hours away. PG&E’s in-house meteorologists, its Wildfire Safety Operations Center and its Emergency Operations Center, continue to monitor conditions closely and additional customer notifications will be shared over the next few days.

Customer notifications—via text, email and automated phone call—began Monday afternoon, approximately two days prior to the potential shutoff. Customers enrolled in the company’s Medical Baseline program who do not verify that they have received these important safety communications will be individually visited in person by a PG&E employee when possible. A primary focus will be given to customers who rely on electricity for critical life-sustaining equipment.

The sole purpose of a PSPS is to reduce the risk of major wildfires during severe weather. While a PSPS is an important wildfire safety tool, PG&E understands that losing power disrupts lives, especially for customers sheltering-at-home in response to COVID-19.

Potentially Impacted Counties

The potential shutoff is currently expected to impact approximately 54,000 customers in the following 19 counties:

  • Alameda County: 470 customers, 24 Medical Baseline customers
  • Butte County: 11,291 customers, 988 Medical Baseline customers
  • Colusa County: 565 customers, 32 Medical Baseline customers
  • Contra Costa County: 563 customers, 45 Medical Baseline customers
  • Glenn County: 377 customers, 18 Medical Baseline customers
  • Humboldt County: 298 customers, 5 Medical Baseline customers
  • Lake County: 963 customers, 69 Medical Baseline customers
  • Lassen County: 319 customers, 17 Medical Baseline customers
  • Napa County: 4,316 customers, 175 Medical Baseline customers
  • Plumas County: 781 customers, 25 Medical Baseline customers
  • Santa Clara County: 236 customers, 9 Medical Baseline customers
  • Shasta County: 22,760 customers, 1,794 Medical Baseline customers
  • Solano County: 49 customers, 4 Medical Baseline customers
  • Sonoma County: 960 customers, 35 Medical Baseline customers
  • Stanislaus County: 33 customers, 0 Medical Baseline customers
  • Tehama County: 7,759 customers, 665 Medical Baseline customers
  • Trinity County: 458 customers, 21 Medical Baseline customers
  • Yolo County: 11 customers, 0 Medical Baseline customers
  • Yuba County: 1,324 customers, 96 Medical Baseline customers
  • Total*: 53,533 customers, 4,022 Medical Baseline customers

*The following Tribal Community counts are included within the County level detail above.

  • Cortina Rancheria Tribal community: 8 customers, 1 Medical Baseline customer
  • Grindstone Rancheria Tribal community: 49 customers, 3 Medical Baseline customers

Customers can look up their address online to find out if their location is being monitored for the potential safety shutoff at www.pge.com/pspsupdates.

Community Resource Centers Reflect COVID-Safety Protocols

PG&E will open Community Resource Centers (CRCs) to support our customers. These temporary CRCs will be open to customers when power is out at their homes and will provide ADA-accessible restrooms and hand-washing stations; medical-equipment charging; Wi-Fi; bottled water; and non-perishable snacks.

In response to the COVID-19 pandemic, all CRCs will follow important health and safety protocols including:

  • Facial coverings and maintaining a physical distance of at least six feet from those who are not part of the same household will be required at all CRCs.
  • Temperature checks will be administered before entering CRCs that are located indoors.
  • CRC staff will be trained in COVID-19 precautions and will regularly sanitize surfaces and use Plexiglass barriers at check-in.
  • All CRCs will follow county and state requirements regarding COVID-19, including limits on the number of customers permitted indoors at any time.

Besides these health protocols, customers visiting a CRC in 2020 will experience further changes, including a different look and feel. In addition to using existing indoor facilities, PG&E is planning to open CRCs at outdoor, open-air sites in some locations and use large commercial vans as CRCs in other locations. CRC locations will depend on a number of factors, including input from local and tribal leaders. Outdoor CRCs will provide grab-and-go supply bags so most customers can be on their way quickly.

Here’s Where to Go to Learn More

  • PG&E’s emergency website (pge.com/pspsupdates) is now available in 13 languages. Currently, the website is available in English, Spanish, Chinese, Tagalog, Russian, Vietnamese, Korean, Farsi, Arabic, Hmong, Khmer, Punjabi and Japanese. Customers will have the opportunity to choose their language of preference for viewing the information when visiting the website.
  • Customers are encouraged to update their contact information and indicate their preferred language for notifications by visiting www.pge.com/mywildfirealerts or by calling 1-800-743-5000, where in-language support is available.
  • Tenants and non-account holders can sign up to receive PSPS ZIP Code Alerts for any area where you do not have a PG&E account by visiting pge.com/pspszipcodealerts.
  • PG&E has launched a new tool at its online Safety Action Center (safetyactioncenter.pge.com) to help customers prepare. By using the "Make Your Own Emergency Plan" tool and answering a few short questions, visitors to the website can compile and organize the important information needed for a personalized family emergency plan. This includes phone numbers, escape routes and a family meeting location if an evacuation is necessary.

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 San Francisco, 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

Reynolds will oversee United Illuminating, Southern Connecticut Gas, Connecticut Natural Gas and Berkshire Gas

ORANGE, Conn.--(BUSINESS WIRE)--AVANGRID (NYSE: AGR), a leading sustainable energy company, announced today the appointment of Franklyn D. (“Frank”) Reynolds to lead Avangrid Networks’ gas and electric companies in Connecticut and Massachusetts, effective immediately.


As President of UIL Holdings Corporation, Reynolds will oversee United Illuminating, Southern Connecticut Gas and Connecticut Natural Gas in Connecticut, as well as Berkshire Gas in Massachusetts. With a total of more than 1,500 employees, the companies provide electricity and natural gas services to nearly 765,000 customers in the two states.

“I have worked closely with Frank in the last few years and have great faith in his ability to lead the UIL companies as they make the transition to a cleaner, smarter and more sustainable energy future,” said Avangrid Networks President & CEO Anthony Marone. “He has a proven track record in operations and management, while always maintaining a focus on the customer.”

Reynolds succeeds Marone, who continued to lead the UIL companies after he was promoted to President & CEO of Avangrid Networks in 2019. Reynolds will report directly to Marone.

Reynolds, a retired Connecticut Army National Guard Major who has worked at AVANGRID and its predecessor companies for more than 20 years, had been President of Berkshire Gas since January 2019, a position he held simultaneously with his role as Avangrid Network’s Vice President of Gas Integration, to which he was appointed a year earlier.

“I am excited to start my new role at these great companies, each of which has been serving customers and communities for more than 120 years,” said Reynolds. “We have a great team in place with a strong culture of customer service and innovation, and I hope to build on that legacy.”

Reynolds began his utility career in operations and administration at Connecticut Natural Gas and Southern Connecticut Gas, where he served as the assistant to the CEO during the merger of those companies with Energy East. His subsequent assignments included serving as Vice President of Asset Management and Planning for Avangrid Networks, and prior to that as Vice President of General Services for Iberdrola USA.

A Connecticut native, Reynolds holds a Master’s in Business Administration from the University of New Haven and a bachelor’s degree in industrial technology from Central Connecticut State University. He has completed executive course work at Iberdrola’s School of Management, the Ross School of Business and at Wharton.

In addition to his service with the Army National Guard, from which he retired in 2004 after 20 years, Reynolds previously served in both board and advisory capacities with the Urban League of Rochester, N.Y., Consumer Credit Counseling Services of Rochester and on the Advisory Board of Roberts Wesleyan College, also in Rochester. He is currently on the Advisory Board at the University of New Haven.

About AVANGRID: AVANGRID, Inc. (NYSE: AGR) is a leading, sustainable energy company with approximately $35 billion in assets and operations in 24 U.S. states. With headquarters in Orange, Connecticut, AVANGRID has two primary lines of business: Avangrid Networks and Avangrid Renewables. Avangrid Networks owns eight electric and natural gas utilities, serving more than 3.3 million customers in New York and New England. Avangrid Renewables owns and operates a portfolio of renewable energy generation facilities across the United States. AVANGRID employs approximately 6,600 people. AVANGRID supports the U.N.’s Sustainable Development Goals and was named among the World’s Most Ethical Companies in 2019 and 2020 by the Ethisphere Institute. For more information, visit www.avangrid.com.


Contacts

Media Contacts:

  • Ed Crowder
    This email address is being protected from spambots. You need JavaScript enabled to view it.
    203.499.2537(business hours)
  • 24/7 Media Hotline
    833.MEDIA.55 (833.633.4255)

NEW YORK--(BUSINESS WIRE)--The RENN Fund, Inc. (NYSE MKT: RCG) (the “Fund”) announced that it recently received proceeds of $181,735.77 from the bankruptcy case involving Petrohunter Energy Corporation (“Petrohunter”), a position in the Fund that has been valued at zero ($nil) since the beginning of Petrohunter’s bankruptcy proceedings.


While it is possible that the Fund may receive additional proceeds from the bankruptcy, Petrohunter will continue to be valued at zero ($nil) throughout the completion of bankruptcy or until additional information is known.

The RENN Fund, Inc. is a non-diversified, closed-end management company with $10.4 million in total net assets, whose primary investment objective is to provide shareholders with above-market rates of return through capital appreciation and income by investing in a wide variety of financial instruments.

Disclosures:

Investors should consider the Fund’s investment objective, risks, charges and expenses carefully before investing. The prospectus contains this and additional information about the Fund and the Offering, and investors should read it carefully before investing. For further information regarding the Offering, or to obtain a prospectus, please contact AST Fund Solutions at (800) 628-8509.

Fund shares are subject to investment risk, including possible loss of principal invested. No fund is a complete investment program and you may lose money investing in the Fund. An investment in the Fund may not be appropriate for all investors. Additional information about the Fund, including performance and portfolio characteristics, is available at https://horizonkinetics.com/investment-strategies/renn-fund-inc-nyse-rcg/.

Horizon Kinetics Asset Management LLC is the investment adviser to the Fund. For additional information about Horizon, please visit us at www.horizonkinetics.com.


Contacts

Jay Kesslen
Email: This email address is being protected from spambots. You need JavaScript enabled to view it.
Phone: (646) 495-7333

SANTA ANA, Calif.--(BUSINESS WIRE)--$ITI #IoT--Iteris, Inc. (NASDAQ: ITI), the global leader in smart mobility infrastructure management, today announced that it will conduct a conference call on Wednesday, November 4 at 4:30 p.m. Eastern time (1:30 p.m. Pacific time) to discuss its financial results for the fiscal second quarter ended September 30, 2020. The financial results will be issued in a press release prior to the call.


Iteris president and CEO Joe Bergera, and CFO Douglas Groves will host the call, followed by a question and answer period.

Date: Wednesday, November 4, 2020
Time: 4:30 p.m. Eastern time (1:30 p.m. Pacific time)
Toll-free dial-in number: 1-800-353-6461
International dial-in number: +1 334-323-0501
Conference ID: 1496063

If joining by phone, please call the conference telephone number 5-10 minutes prior to the start time. An operator will register your name and organization. If you have any difficulty connecting with the conference call, please contact MKR Investor Relations at 1-213-277-5550.

To listen to the live webcast or view the press release, please visit the investor relations section of the Iteris website at www.iteris.com.

During the question and answer period, management will take questions live from covering sell-side analysts, as well as answer select questions submitted to the company in advance of the call. If you would like to submit a question in advance, please do so before 5 p.m. Eastern time (2 p.m. Pacific time) on November 3, 2020 by emailing Iteris investor relations at This email address is being protected from spambots. You need JavaScript enabled to view it..

A replay of the conference call will be available after 7:30 p.m. Eastern time on the same day through November 11, 2020. To access the replay dial information, please click here.

About Iteris, Inc.

Iteris is the global leader in smart mobility infrastructure management – the foundation for a new era of mobility. We apply cloud computing, artificial intelligence, advanced sensors, advisory services and managed services to achieve safe, efficient and sustainable mobility. Our end-to-end solutions monitor, visualize and optimize mobility infrastructure around the world to help ensure that roads are safe, travel is efficient, and communities thrive. Visit www.iteris.com for more information and join the conversation on Twitter, LinkedIn and Facebook


Contacts

Iteris Contact
Douglas Groves
​​​​​​​Senior Vice President and Chief Financial Officer
Tel: (949) 270-9643
Email: This email address is being protected from spambots. You need JavaScript enabled to view it.

Investor Relations
MKR Investor Relations, Inc.
Todd Kehrli
Tel: (213) 277-5550
Email: This email address is being protected from spambots. You need JavaScript enabled to view it.

Offshore Source Logo

Offshore Source keeps you updated with relevant information concerning the Offshore Energy Sector.

Any views or opinions represented on this website belong solely to the author and do not represent those of the people, institutions or organizations that Offshore Source or collaborators may or may not have been associated with in a professional or personal capacity, unless explicitly stated.

Corporate Offices

Technology Systems Corporation
8502 SW Kansas Ave
Stuart, FL 34997

info@tscpublishing.com