TORONTO--(BUSINESS WIRE)--$ELBM--Electra Battery Materials Corporation (NASDAQ: ELBM; TSX-V: ELBM) (“Electra” or the “Company”) announced today the pricing of its previously announced overnight-marketed public offering (the “Equity Offering”) of units of the Company (the “Units”) on a best efforts basis at a price of US$2.35 per Unit for total gross proceeds of approximately US$5.5 million (~CAD$7.4 million). Each Unit shall be comprised of one common share in the capital of the Company (each, a “Common Share”) and one Common Share purchase warrant (each, a “Warrant”). Each Warrant shall entitle the holder to purchase one Common Share at US$3.10 at any time on or before the date which is 36 months after the closing date of the Equity Offering.

The Company has filed a preliminary prospectus supplement dated November 8, 2022, as amended on November 9, 2022 (the “Preliminary Prospectus Supplement”), to its final short form base shelf prospectus dated November 26, 2020, as amended by amendment no. 1 dated November 30, 2021 (collectively, the “Base Shelf Prospectus”) in connection with the Equity Offering of Units. The Preliminary Prospectus Supplement was filed with the securities regulatory authorities in each of the provinces of Canada, except Québec. The Preliminary Prospectus Supplement was also filed with the U.S. Securities and Exchange Commission (the “SEC”) as part of a registration statement on Form F-10 (File No. 333-264982), effective upon filing with the SEC on May 16, 2022, in accordance with the Multijurisdictional Disclosure System established between Canada and the United States. The Company expects to file a final prospectus supplement (the “Prospectus Supplement”) in connection with the Equity Offering by no later than 5:30 pm (Toronto time) on November 9, 2022.

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

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

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

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

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

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

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

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

Cautionary Note Regarding Forward-Looking Statements

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

Joe Racanelli
Vice President, Investor Relations
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1.416.900.3891

Declares Cash Dividend of $0.17 per Share

Reaffirms Full Year 2022 Production, Capex, Adj. EBITDAX and LFCF Guidance

HOUSTON--(BUSINESS WIRE)--Crescent Energy Company (NYSE: CRGY), ("Crescent" or the "Company"), today announced financial and operating results for the third quarter of 2022 and a quarterly cash dividend of $0.17 per share. Crescent has provided a supplemental slide deck on its third quarter results, which can be found at www.crescentenergyco.com. The Company plans to host its third quarter conference call and webcast at 10 a.m. CT, Thursday, November 10, 2022. Details can be found in this release.

Third Quarter 2022 Highlights

• Produced 150 MBoe/d, a 6% quarter-over-quarter increase; oil comprised 46% of total third quarter volumes on an equivalent basis
• Reported $555 million of net income and $179 million of Adjusted Net Income⁽¹⁾
• Generated $359 million of Adjusted EBITDAX⁽¹⁾, $570 million of Unhedged Adjusted EBITDAX⁽¹⁾
• Announced $144 million of Levered Free Cash Flow⁽¹⁾
• Exited the third quarter at 1.0x Net LTM Leverage⁽¹⁾, in-line with the Company's long-term target
• Capital investments, excluding acquisitions, were $190 million, in-line with expectations
• Announced positive amendments to its revolving credit facility (the "Credit Facility")
• Completed secondary equity offering, and concurrent buyback of OpCo Units, increasing public equity float by 15%
• Entered into a definitive purchase agreement to sell non-core Permian assets for $80 million, subject to customary purchase price adjustments
• Reaffirms full year 2022 guidance for production, capital expenditures, Adjusted EBITDAX and Levered Free Cash Flow assuming prior pricing assumptions and adjusted for divestitures
• Published second environmental, social and governance ("ESG") report, setting targets for five ESG priority areas, as well as benchmarks for measuring future performance. The document, which can be found on Crescent's website, reports against the Task Force on Climate-related Financial Disclosures ("TCFD") framework and offers guidance on the Company's role in a lower carbon future

Crescent CEO David Rockecharlie said, “Since going public less than a year ago, we’ve executed exceptionally well and advanced our top priorities: generating significant cash flow, completing accretive acquisitions, accessing the capital markets, executing on our high-return, multi-rig development program and publishing our second ESG report. Our year-to-date achievements are a testament to the quality of both our asset base and our people – each of these accomplishments align with our strategy and broader goals to create long-term shareholder value.”

Third Quarter 2022 Results

Crescent reported $555 million of net income and $179 million of Adjusted Net Income⁽¹⁾. The Company generated $359 million of Adjusted EBITDAX⁽¹⁾, $570 million of Unhedged Adjusted EBITDAX⁽¹⁾ and $144 million of Levered Free Cash Flow⁽¹⁾ for the period, a 4% decrease, 11% decrease and 5% increase, respectively, relative to the second quarter.

Costs and expenses, stated on a Boe basis, were generally in-line with Company expectations, despite industry-wide inflationary pressures. Operating costs and operating costs excluding production and other taxes, were both 4% higher relative to the second quarter, and in excess of our operating cost guide, reflecting incremental inflation and infrastructure maintenance as well as overall elevated workover activity. This increase includes $0.46 per Boe of transaction and nonrecurring operating expenses. G&A expense and Adjusted Recurring Cash G&A⁽¹⁾ (includes manager compensation and excludes non-cash equity-based compensation) totaled $1.25 and $1.40 per Boe, a 17% decrease and nominal percent increase relative to the second quarter, respectively.

Crescent produced 150 net MBoe/d in the third quarter (comprised of 46% oil, 13% NGLs, and 41% gas), a 6% increase above the prior quarter, and in-line with the Company's expectations.

Average realized price for the third quarter, excluding the effect of commodity derivatives, totaled $61.65 per Boe, 11% lower than the second quarter. Excluding the effect of commodity derivatives during the quarter, average realized prices by commodity were $86.77 per barrel of oil (95% of WTI), $6.99 per Mcf of gas (95% of Henry Hub) and $35.22 per barrel of NGLs (38% of WTI).

Third quarter capital investments, excluding acquisitions, were $190 million. The Company drilled five gross operated locations in the Uinta and five in the Eagle Ford. In addition, Crescent brought online 13 gross wells in the Uinta. Crescent is planning to operate two rigs (one Uinta, one Eagle Ford) for the remainder of the year.

On November 4, 2022, subsequent to quarter end, Crescent entered into a definitive purchase and sale agreement to divest non-core Permian basin assets in Ector County, Texas for $80 million in cash, subject to customary purchase price adjustments. Closing is expected to occur by year-end 2022. Closing is subject to customary closing conditions. Proceeds are expected to reduce outstanding borrowings on the Company’s Credit Facility. Year to date, the Company has divested non-core assets for combined proceeds in excess of $100 million.

Financial Position

In late September, the Company announced positive amendments to its Credit Facility, effective September 23, 2022. The amendments were approved by the 11 member banks supporting the facility. Highlights include: (i) an 11% borrowing base increase to $2.0 billion from $1.8 billion, (ii) a flat elected commitment amount of $1.3 billion, (iii) a facility term extension through September 2027 and (iv) a 50 bps decrease in the interest rate margin for amounts outstanding on the Credit Facility.

As of September 30, 2022, the Company had total long-term debt of $1.4 billion, consisting of $700 million of senior unsecured notes and $685 million of outstanding borrowings on its revolving credit facility (the "Credit Facility"). Total liquidity as of September 30, 2022, was $625 million, including availability on its revolver ($1.3 billion elected commitment with a $2.0 billion borrowing base), cash and cash equivalents of $22 million, and outstanding letters of credit of $12 million. Crescent exited the quarter with a Net LTM Leverage⁽¹⁾ ratio of 1.0x, in-line with its stated target. The Company expects to generate additional cash flow for the remainder of 2022, which it plans to use to fund its dividend and further strengthen the balance sheet.

Dividend

Consistent with the Company’s framework to return cash to shareholders, the Board approved a third quarter cash dividend of $0.17 per share, payable on December 7, 2022, to shareholders of record as of the close of business on November 23, 2022. Crescent expects to pay a $0.17 per share quarterly dividend for the fourth quarter of 2022, subject to Board approval and applicable law.

Guidance

Crescent reiterates full year 2022 guidance for production, capital, Adj. EBITDAX, and Levered Free Cash Flow, assuming prior pricing assumptions of $100/Bbl WTI and $6/MMBtu Henry Hub, when adjusted for divestitures. Additional guidance details are available in supplemental materials provided on the Company's website.

Risk Management

Crescent utilizes hedges to manage commodity price risks, protect the balance sheet, and ensure returns on invested capital. Crescent is approximately 60% hedged for the remainder of 2022 at the midpoint of its production guidance. Approximately 50% of the Company’s current hedge book was entered into in connection with prior acquisitions. As certain acquisition hedges are rolled off, the Company will more fully participate at market pricing. Complete details on the Company's derivative positions can be found in its investor presentation located at https://ir.crescentenergyco.com/events-presentations/.

Third Quarter 2022 Conference Call Information

Crescent plans to host a conference call to discuss its third quarter 2022 financial and operating results at 10 a.m. CT on Thursday, November 10, 2022. Complete details are below. A webcast replay will be available on the website following the call. Crescent has provided an investor presentation on its third quarter 2022 results on its website, www.crescentenergyco.com.

Date: Thursday, November 10, 2022
Time: 10 a.m. CT (11 a.m. ET)
Conference Dial-In: 877-407-0989 / 201-389-0921 (Domestic / International)
Webcast Link: https://ir.crescentenergyco.com/events-presentations/

About Crescent Energy Company

Crescent is a well-capitalized, U.S. independent energy company with a portfolio of assets in key proven basins across the lower 48 states and substantial cash flow supported by a predictable base of production. Crescent’s core leadership team is a group of experienced investment, financial and industry professionals who continue to execute on the strategy management has employed since 2011. The Company’s mission is to invest in energy assets and deliver better returns, operations and stewardship. For additional information, please visit www.crescentenergyco.com.

Cautionary Statement Regarding Forward-Looking Statements

This communication contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, and Section 21E of the Securities Exchange Act of 1934, as amended. These statements are based on current expectations, including with respect to the Uinta Acquisition. The words and phrases “should”, “could”, “may”, “will”, “believe”, “plan”, “intend”, “expect”, “potential”, “possible”, “anticipate”, “estimate”, “forecast”, “view”, “efforts”, “goal” and similar expressions identify forward-looking statements and express the Company’s expectations about future events. All statements, other than statements of historical facts, included in this communication that address activities, events or developments that the Company expects, believes or anticipates will or may occur in the future are forward-looking statements. Such statements are subject to a number of assumptions, risks and uncertainties, many of which are beyond the Company’s control. Such risks and uncertainties include, but are not limited to, weather, political, economic and market conditions, including a decline in the price and market demand for natural gas, natural gas liquids and crude oil, the impact of pandemics such as COVID-19, actions by the Organization of the Petroleum Exporting Countries (“OPEC”) and non-OPEC oil producing countries, the impact of armed conflict, including in Ukraine, the timing and success of business development efforts, sustained cost inflation and central bank policy changes associated therewith, and other uncertainties. Consequently, actual future results could differ materially from expectations. The Company assumes no duty to update or revise its respective forward-looking statements based on new information, future events or otherwise.

Financial Presentation

On December 7, 2021, Crescent was formed through the merger of Independence Energy ("Independence"), and Contango Oil and Gas ("Contango"). Referenced results for the three and nine months ended September 30, 2022, as well as the three months ended June 30, 2022, reflect the combined Company. Referenced results for the three and nine months ended September 30, 2021, reflect only legacy Independence, Crescent's predecessor for financial reporting purposes.

While OpCo Units and corresponding shares of Class B common stock are outstanding in our "Up-C" structure, and in accordance with the terms of our Management Agreement under which Class A shareholders bear only their proportionate share of Manager Compensation, portions of Manager Compensation, income tax provision (benefit) amounts and dividends paid corresponding to such ownership are required to be classified as distributions to redeemable noncontrolling interests rather than G&A expense, income tax provision (benefit), and dividends paid to Class A Common Stock, respectively. We define those redeemable noncontrolling interest ("RNCI") distributions made by OpCo related to (i) Manager Compensation as “Manager Compensation RNCI Distributions,” (ii) income tax provision (benefit) as “Income Tax RNCI Distributions,” and (iii) dividends paid as “Dividend RNCI Distributions.”

To facilitate comparison of our G&A expense, dividends paid to Class A Common Stock, and income tax provision (benefit) to peer companies with varying corporate and management structures, Adjusted EBITDAX, Unhedged Adjusted EBITDAX and Levered Free Cash Flow, for both (i) historical periods since the Merger Transaction and (ii) periods for which we provide guidance, are presented assuming the full redemption of all outstanding OpCo Units for shares of our Class A common stock and a corresponding cancellation of all shares of our Class B Common Stock. Management believes this presentation is most useful to investors, as the full amounts of Manager Compensation as G&A expense, dividends paid to Class A Common Stock, and income tax provision (benefit) are thereby reflected as such.

Company Contact
For additional information, please reach out to This email address is being protected from spambots. You need JavaScript enabled to view it..

Awarded by the National Association of Energy Service Companies, the NAESCO Member Award recognizes Performance Services’ exemplary work in achieving client savings and engaging the community.

ORLANDO, Fla.--(BUSINESS WIRE)--The National Association of Energy Service Companies (NAESCO), the leading advocacy and accreditation association representing companies modernizing our nation’s building infrastructure through energy efficiency projects, today announced Performance Services as the winner of the 2022 NAESCO Member Award.

The NAESCO Member Award, which honors achievements in energy savings and performance-based contracting, was awarded for Performance Services’ energy leadership program and energy savings performance project for the Little Rock School District in Little Rock, AR. The two-phase program, which included energy conservation initiatives and professional services agreement alongside physical improvements in six key schools, has saved the district $7.8 million in avoided costs so far. The work was performed in conjunction with NAESCO Energy Service Affiliate members Excel Energy Group and ECM Holding Group as sub-contractors.

“This win is indicative of strong leadership and an empowered team,” said Performance Services Performance Assurance and Energy Leadership Manager Mike Lindsey. “The reason the Little Rock School District achieved the savings they did is because they approached the initiative strategically: as both a project and ongoing program. To make that happen, district leadership was open to new ideas and empowered the facilities team—making sure the team was equipped and staffed. Ultimately, the district sustained savings by implementing a disciplined and continuous measurement and verification of utility data and equipment runtime reporting.”

“I’d like to congratulate Performance Services and their clients at the Little Rock School District for a project that illustrates the holistic benefits that energy service companies can bring to clients and the communities they serve,” said NAESCO Executive Director Dr. Timothy Unruh. “In addition to project savings, Performance Services has delivered improvements that provide a better built environment for the students and teachers of Little Rock.”

Dr. Unruh presented Performance Services business development managers Sterling Miller and Will Black with the award at NAESCO’s annual R3 Convention in Orlando, in front of an audience of energy efficiency, retrofit and facility management professionals across both the public and private sectors. The award’s presentation coincides with National ESCO Week, which honors the contributions and impact of the energy services industry from November 7-11.

About Performance Services

Performance Services has served the construction, energy, and learning environment needs of education and local government customers since 1998 and is a leading qualified provider of design-build, guaranteed energy savings contracts, and Energy Leadership programs.

Learn more about Performance Services, their projects and the value they provide customers and communities at www.performanceservices.com.

About NAESCO

The National Association of Energy Service Companies (NAESCO) is the leading advocacy and accreditation organization for Energy Service Companies (ESCOs) and is dedicated to modernizing America’s building infrastructure through performance contracting. Uniting the energy service industry, NAESCO promotes favorable government policies; sponsors a rigorous accreditation program; provides training and education; and champions the interests of ESCOs across the nation.

ESCOs contract with private and public sector energy users to provide cost-effective energy efficiency retrofits across a wide spectrum of client facilities, from college campuses to water treatment plants. Effectively utilizing an energy savings performance-based contract business model, ESCOs have implemented more than $70 billion in comprehensive energy efficiency retrofit projects over the last three decades.

Learn more about NAESCO, its members, membership benefits and accreditation process at www.naesco.org, and follow NAESCO on Twitter (@NaescoNews) and LinkedIn (@naesco).

Jen Fletcher
On behalf of NAESCO
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TULSA, Okla.--(BUSINESS WIRE)--NGL Energy Partners LP (NYSE:NGL) (“NGL,” “our,” “we,” or the “Partnership”) today reported its second quarter Fiscal 2023 financial results. Highlights include:

• Net income for the second quarter of Fiscal 2023 of $3.6 million, compared to a net loss of $1.2 million for the second quarter of Fiscal 2022; Net income for the first six months of Fiscal 2023 of $26.7 million, compared to a net loss of $135.7 million for the comparable period of Fiscal 2022

• Adjusted EBITDA⁽¹⁾ for the second quarter of Fiscal 2023 of $142.2 million, compared to $146.3 million for the second quarter of Fiscal 2022; Adjusted EBITDA for the first six months of Fiscal 2023 of $266.1 million, compared to $237.4 million for the comparable period of 2022

• Operating income for the Water Solutions segment of $47.1 million for the second quarter of Fiscal 2023, compared to $32.8 million for the second quarter of Fiscal 2022

• Water Solutions’ quarterly Adjusted EBITDA⁽¹⁾ of $104.8 million for the second quarter of Fiscal 2023, a 19.8% increase compared to the second quarter of Fiscal 2022

• Record produced water volumes processed of approximately 2.27 million barrels per day during the second quarter of Fiscal 2023, growing 28.7% from the same period in the prior year and 5.2% over the immediately preceding fiscal quarter

• Reduced $55.2 million in principal on unsecured notes and equipment financing note in the quarter

“Our Water Solutions segment continues to see strong disposal volume growth, achieving record water volumes processed in the quarter. Our refined products and biodiesel businesses in our Liquids Logistics segment have outperformed as well, benefiting from higher margins due to tighter supplies, and our Crude Oil Logistics segment is reporting strong physical margins, offsetting headwinds of lower volumes out of the DJ Basin. Our seasonal butane and propane segments are positioned to benefit from the refinery blending season and winter weather with both of these businesses generating the majority of their Adjusted EBITDA⁽²⁾ and free cash flow⁽²⁾ in the second half of the fiscal year. We are reaffirming guidance for Adjusted EBITDA⁽²⁾ in excess of $600 million for the Partnership and over $410 million for our Water Solutions segment for Fiscal 2023, and are adjusting our capital expenditure guidance to a range of $105 million - $115 million,” stated Mike Krimbill, NGL’s CEO. “Our primary focus remains repaying the 2023 unsecured notes and driving leverage to below 4.75 times,” Krimbill concluded.

__________________________

⁽¹⁾ See the “Non-GAAP Financial Measures” section of this release for the definition of Adjusted EBITDA (as used herein) and a discussion of this non-GAAP financial measure.

⁽²⁾ Certain of the forward-looking financial measures are provided on a non-GAAP basis. A reconciliation of forward-looking financial measures to the most directly comparable financial measures calculated and presented in accordance with GAAP is potentially misleading and not practical given the difficulty of projecting event driven transactional and other non-core operating items in any future period. The magnitude of these items, however, may be significant.

Quarterly Results of Operations

The following table summarizes operating income (loss) and Adjusted EBITDA⁽¹⁾ from continuing operations by reportable segment for the periods indicated:

Water Solutions

Operating income for the Water Solutions segment increased $14.4 million for the quarter ended September 30, 2022, compared to the quarter ended September 30, 2021. The Partnership processed approximately 2.27 million barrels of produced water per day during the quarter ended September 30, 2022, a 28.7% increase when compared to approximately 1.76 million barrels of water per day processed during the quarter ended September 30, 2021. This increase was due to higher production volumes (and associated produced water) primarily in the Delaware Basin driven by higher crude oil prices and completion activity. Service fees for produced water processed ($/barrel) benefited from payments made by certain producers for committed volumes not delivered. The Partnership also sold approximately 94,000 barrels per day of produced and recycled water for use in our customers’ completion activities.

Revenues from recovered crude oil, including the impact from realized skim oil hedges, totaled $24.2 million for the quarter ended September 30, 2022, an increase of $4.9 million from the prior year period. This increase was due to increased skim oil barrels sold as a result of higher produced water volumes processed and higher realized crude oil prices received from the sale of skim oil barrels. This was offset by lower skim oil volumes per barrel of produced water processed.

Operating expenses in the Water Solutions segment increased to $0.27 per produced barrel processed compared to $0.26 per produced barrel processed in the comparative quarter last year primarily due to higher repairs and maintenance expense due to the timing of repairs and the operation of temporary booster stations. Three of the Water Solutions segment’s largest variable expenses, utility, royalty and chemical expenses, were not (and are not expected to be) impacted by the rise in inflation due to negotiated long-term utility contracts with fixed rates, royalty contracts with no escalation clauses and a fixed chemical expense per barrel with our chemical provider.

Crude Oil Logistics

Operating income for the quarter ended September 30, 2022 increased $4.7 million compared to the quarter ended September 30, 2021, primarily due to higher commodity prices compared to the prior year and an increase in net derivative gains of $28.9 million, partially offset by higher costs of sales (excluding the impact of derivatives), which was also due to higher commodity prices. Product margin decreased primarily due to the sale of higher priced inventory into a market in which prices are declining and as crude oil product margin calculations do not include gains and losses from derivatives that may offset the movement in the physical margin. This decrease was offset by higher contracted rates with certain producers as well as increased differentials on certain other sales contracts. During the three months ended September 30, 2022, physical volumes on the Grand Mesa Pipeline averaged approximately 72,000 barrels per day, compared to approximately 80,000 barrels per day for the three months ended September 30, 2021. Both contracted and non-contracted volumes decreased as overall production in the DJ Basin declined in part due to producer permitting issues.

Liquids Logistics

Operating income for the Liquids Logistics segment decreased $9.8 million for the quarter ended September 30, 2022, compared to the quarter ended September 30, 2021. Product margins (excluding the impact of derivatives) for both propane and butane declined during the current quarter as a result of decreasing market prices as the cost of sales applied to lower priced spot volumes sold were based on inventory purchased in a higher price environment. We expect margin to increase as we replace our current inventory with inventory purchased in a lower price environment and realize margin associated with our forward fixed-priced sales contracts. Additionally, we recorded net derivative losses of $0.9 million during the quarter ended September 30, 2022, compared to net derivative gains of $16.5 million during the quarter ended September 30, 2021.

These decreases in operating income were offset by increased margins for refined products, biodiesel and asphalt due to tighter supply in certain markets.

Corporate and Other

Corporate and Other expenses increased primarily due to increased incentive compensation payments and the timing of those payments compared to the prior year as well as increased equity-based compensation due to a reversal of an incentive compensation accrual during the three months ended September 30, 2021.

Capitalization and Liquidity

Total liquidity (cash plus available capacity on our asset-based revolving credit facility (“ABL Facility”)) was approximately $174.7 million as of September 30, 2022. Borrowings on the Partnership’s ABL Facility totaled approximately $287.0 million. The increase from March 31, 2022 was primarily due to increases in working capital balances driven by increased inventory volumes and higher net account receivable balances.

The Partnership is in compliance with all of its debt covenants and has no significant debt maturities before November 2023. The Partnership expects to be able to pay off our outstanding 2023 Notes prior to their maturity date on November 1, 2023 using free cash flow⁽²⁾, and if needed, borrowings under our ABL Facility. Proceeds generated from other cash flow positive initiatives currently being pursued may also be used to repay the outstanding balance of the 2023 Notes prior to their maturity.

Second Quarter Conference Call Information

A conference call to discuss NGL’s results of operations is scheduled for 4:00 pm Central Time on Wednesday, November 9, 2022. Analysts, investors, and other interested parties may join the webcast via the event link: https://www.webcaster4.com/Webcast/Page/2808/46952 or by dialing (877) 545-0523 and providing access code: 866911. An archived audio replay of the call will be available for 14 days, which can be accessed by dialing (877) 481-4010 and providing replay passcode 46952.

Non-GAAP Financial Measures

NGL defines EBITDA as net income (loss) attributable to NGL Energy Partners LP, plus interest expense, income tax expense (benefit), and depreciation and amortization expense. NGL defines Adjusted EBITDA as EBITDA excluding net unrealized gains and losses on derivatives, lower of cost or net realizable value adjustments, gains and losses on disposal or impairment of assets, gains and losses on early extinguishment of liabilities, equity-based compensation expense, acquisition expense, revaluation of liabilities, certain legal settlements and other. NGL also includes in Adjusted EBITDA certain inventory valuation adjustments related to certain refined products businesses within NGL’s Liquids Logistics segment as discussed below. EBITDA and Adjusted EBITDA should not be considered as alternatives to net income (loss), income (loss) before income taxes, cash flows from operating activities, or any other measure of financial performance calculated in accordance with GAAP, as those items are used to measure operating performance, liquidity or the ability to service debt obligations. NGL believes that EBITDA provides additional information to investors for evaluating NGL’s ability to make quarterly distributions to NGL’s unitholders and is presented solely as a supplemental measure. NGL believes that Adjusted EBITDA provides additional information to investors for evaluating NGL’s financial performance without regard to NGL’s financing methods, capital structure and historical cost basis. Further, EBITDA and Adjusted EBITDA, as NGL defines them, may not be comparable to EBITDA, Adjusted EBITDA, or similarly titled measures used by other entities.

Other than for certain businesses within NGL’s Liquids Logistics segment, for purposes of the Adjusted EBITDA calculation, NGL makes a distinction between realized and unrealized gains and losses on derivatives. During the period when a derivative contract is open, NGL records changes in the fair value of the derivative as an unrealized gain or loss. When a derivative contract matures or is settled, NGL reverses the previously recorded unrealized gain or loss and records a realized gain or loss. NGL does not draw such a distinction between realized and unrealized gains and losses on derivatives of certain businesses within NGL’s Liquids Logistics segment. The primary hedging strategy of these businesses is to hedge against the risk of declines in the value of inventory over the course of the contract cycle, and many of the hedges cover extended periods of time. The “inventory valuation adjustment” row in the reconciliation table reflects the difference between the market value of the inventory of these businesses at the balance sheet date and its cost. NGL includes this in Adjusted EBITDA because the unrealized gains and losses associated with derivative contracts associated with the inventory of this segment, which are intended primarily to hedge inventory holding risk and are included in net income, also affect Adjusted EBITDA. In NGL’s Crude Oil Logistics segment, they purchase certain crude oil barrels using the West Texas Intermediate (“WTI”) calendar month average (“CMA”) price and sell the crude oil barrels using the WTI CMA price plus the Argus CMA Differential Roll Component (“CMA Differential Roll”) per NGL’s contracts. To eliminate the volatility of the CMA Differential Roll, NGL entered into derivative instrument positions in January 2021 to secure a margin of approximately $0.20 per barrel on 1.5 million barrels per month from May 2021 through December 2023. Due to the nature of these positions, the cash flow and earnings recognized on a GAAP basis will differ from period to period depending on the current crude oil price and future estimated crude oil price which are valued utilizing third-party market quoted prices. NGL is recognizing in Adjusted EBITDA the gains and losses from the derivative instrument positions entered into in January 2021 to properly align with the physical margin NGL is hedging each month through the term of this transaction. This representation aligns with management’s evaluation of the transaction.

Distributable Cash Flow is defined as Adjusted EBITDA minus maintenance capital expenditures, income tax expense, cash interest expense, preferred unit distributions and other. Maintenance capital expenditures represent capital expenditures necessary to maintain the Partnership’s operating capacity. For the CMA Differential Roll transaction, as discussed above, we have included an adjustment to Distributable Cash Flow to reflect, in the period for which they relate, the actual cash flows for the positions that settled that are not being recognized in Adjusted EBITDA. Distributable Cash Flow is a performance metric used by senior management to compare cash flows generated by the Partnership (excluding growth capital expenditures and prior to the establishment of any retained cash reserves by the Board of Directors) to the cash distributions expected to be paid to unitholders. Using this metric, management can quickly compute the coverage ratio of estimated cash flows to planned cash distributions. This financial measure also is important to investors as an indicator of whether the Partnership is generating cash flow at a level that can sustain, or support an increase in, quarterly distribution rates. Actual distribution amounts are set by the Board of Directors.

We do not provide a reconciliation for non-GAAP estimates on a forward-looking basis where we are unable to provide a meaningful calculation or estimation of reconciling items and the information is not available without unreasonable effort. This is due to the inherent difficulty of forecasting the timing or amount of various items that would impact the most directly comparable forward-looking U.S. GAAP financial measure that have not yet occurred, are out of the Partnership’s control and/or cannot be reasonably predicted. Forward-looking non-GAAP financial measures provided without the most directly comparable U.S. GAAP financial measures may vary materially from the corresponding U.S. GAAP financial measures.

Forward-Looking Statements

This press release includes “forward-looking statements.” All statements other than statements of historical facts included or incorporated herein may constitute forward-looking statements. Actual results could vary significantly from those expressed or implied in such statements and are subject to a number of risks and uncertainties. While NGL believes such forward-looking statements are reasonable, NGL cannot assure they will prove to be correct. The forward-looking statements involve risks and uncertainties that affect operations, financial performance, and other factors as discussed in filings with the Securities and Exchange Commission. Other factors that could impact any forward-looking statements are those risks described in NGL’s Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, and other public filings. You are urged to carefully review and consider the cautionary statements and other disclosures made in those filings, specifically those under the heading “Risk Factors.” NGL undertakes no obligation to publicly update or revise any forward-looking statements except as required by law.

NGL provides Adjusted EBITDA guidance that does not include certain charges and costs, which in future periods are generally expected to be similar to the kinds of charges and costs excluded from Adjusted EBITDA in prior periods, such as income taxes, interest and other non-operating items, depreciation and amortization, net unrealized gains and losses on derivatives, lower of cost or net realizable value adjustments, gains and losses on disposal or impairment of assets, gains and losses on early extinguishment of liabilities, equity-based compensation expense, acquisition expense, revaluation of liabilities and items that are unusual in nature or infrequently occurring. The exclusion of these charges and costs in future periods will have a significant impact on the Partnership’s Adjusted EBITDA, and the Partnership is not able to provide a reconciliation of its Adjusted EBITDA guidance to net income (loss) without unreasonable efforts due to the uncertainty and variability of the nature and amount of these future charges and costs and the Partnership believes that such reconciliation, if possible, would imply a degree of precision that would be potentially confusing or misleading to investors.

About NGL Energy Partners LP

NGL Energy Partners LP, a Delaware limited partnership, is a diversified midstream energy company that transports, stores, markets and provides other logistics services for crude oil, natural gas liquids and other products and transports, treats and disposes of produced water generated as part of the oil and natural gas production process.

For further information, visit the Partnership’s website at www.nglenergypartners.com.

NGL Energy Partners LP
Linda J. Bridges, 918-481-1119
Executive Vice President, Chief Financial Officer and Treasurer
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or
David Sullivan, 918-481-1119
Vice President - Finance
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Report features company's plans to achieve industry-leading carbon reduction goals, grow its use of clean energy and engage its communities as your community energy company.

MADISON, Wis.--(BUSINESS WIRE)--Madison Gas and Electric (MGE) has published its annual Corporate Responsibility and Sustainability Report, detailing its environmental, social and governance (ESG) commitments and progress toward the company's sustainability goals. The report is a comprehensive overview of the company's activities and performance in fulfilling its role as a critical services provider, environmental steward, and community resource and partner.

"MGE was one of the first utilities nationwide to set a goal of net-zero carbon electricity by 2050, and we continue to work toward our goal of reducing carbon at least 80% by the end of this decade," said Chairman, President and CEO Jeff Keebler. "We're working aggressively toward these goals while ensuring that we continue to provide safe and reliable service and that all of our customers enjoy the economic and environmental benefits of our clean energy transition. That is part of our fundamental commitment to serve our customers as your community energy company."

Report highlights

The 2022 report and our ESG Data Center feature information about MGE's corporate strategy and climate-related matters, safety and operations, customer and employee engagement, risk management, and governance and oversight. Highlights include:

• MGE's plans and strategies to reduce carbon at least 80% by 2030 as it works with customers toward achieving net-zero carbon electricity by 2050.
• MGE's plans to eliminate coal-fired generation from its portfolio by the end of 2035. By the end of 2030, MGE expects coal to be used only as a backup fuel at the Elm Road Generating Station, which plans to transition to natural gas. MGE is a minority owner of the Elm Road power plant.
• An estimated $700 million in clean energy projects announced since 2015. These projects are expected to increase MGE's owned renewable capacity by more than nine times when completed.
• The company's Statement on Human Rights adopted in 2022 by the Board of Directors.
• Industry leadership. MGE continues to be top-ranked for electric reliability, placing first in the two main industry reliability metrics, according to results from an annual industry survey including more than 75 electric utilities. MGE crews also continue to earn high marks when notified of a potential natural gas emergency with MGE's total response time ranking in the top 11% of a nationwide industry survey, based on 2021 data.
• MGE's Occupational Health and Safety Policy. Introduced in 2022, the policy recognizes the risks inherent to occupational health and safety and embraces safe work practices and environments as fundamental values at MGE.
• The company's charitable giving benefiting local communities. In the last five years, the company's philanthropic arm, the MGE Foundation, has given more than $7.3 million to more than 400 nonprofit organizations.

Commitment to transparency and disclosure

MGE is committed to helping customers, investors and other stakeholders better understand the company's goals, long-term strategies and progress toward achieving its goals as it transitions to a more sustainable, net-zero carbon future.

CDP (Carbon Disclosure Project)

To advance transparency and disclosure in company operations and governance, MGE submits data to the global environmental impact disclosure platform CDP. The company's climate change questionnaire is available online.

Edison Electric Institute (EEI)

MGE also continues to participate in EEI's ESG and sustainability reporting templates. EEI, which represents all U.S. investor-owned electric companies, developed the voluntary, industry-specific templates to provide more uniform and consistent reporting of data and information from the electric sector. The templates include data related to MGE's portfolio (generation and capacity), emissions, capital expenditures, human and natural resources, and other matters.

CDP and EEI disclosure information is available in our ESG Data Center.

About MGE

MGE generates and distributes electricity to 159,000 customers in Dane County, Wisconsin, and purchases and distributes natural gas to 169,000 customers in seven south‐central and western Wisconsin counties. MGE's parent company is MGE Energy, Inc. The company's roots in the Madison area date back more than 150 years.

Kaya Freiman
Corporate Communications Manager
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HAMILTON, Bermuda--(BUSINESS WIRE)--Valaris Limited (NYSE: VAL) (“Valaris” or the “Company”) today announced that Catherine J. Hughes has been appointed to the Valaris Board of Directors. Ms. Hughes will also serve on the Board’s Environmental, Social and Governance Committee.

Ms. Hughes has served as a non-executive director of Shell plc since 2017, including as Chair of the Safety, Environment and Sustainability Committee. She was previously Executive Vice President International at Nexen Inc. from January 2012 until her retirement in April 2013, where she was responsible for all oil and gas activities including exploration, production, development and project activities outside Canada. Ms. Hughes joined Nexen in 2009 as Vice President Operational Services, Technology and Human Resources. Prior to joining Nexen, she was Vice President Oil Sands at Husky Oil from 2007 to 2009 and Vice President Exploration & Production Services, from 2005 to 2007. Ms. Hughes started her career with Schlumberger in 1986 and held key positions in various countries, including France, Italy, Nigeria, the UK and the USA, and was President of Schlumberger Canada Ltd for five years. Ms. Hughes has previously held non-executive director positions at SNC-Lavalin Group Inc, Statoil ASA and Precision Drilling Inc.

Chair of the Board Elizabeth D. Leykum said, “We are pleased to welcome Catherine to the Valaris Board of Directors. Her extensive industry experience gained from executive management positions held at both leading operators and oilfield service companies will further strengthen our Board. The diversity of skills, knowledge and backgrounds of our Board members will continue to help the Company execute on its strategy of being value driven, focused and responsible to drive shareholder value.”

About Valaris Limited

Valaris Limited (NYSE: VAL) is the industry leader in offshore drilling services across all water depths and geographies. Operating a high-quality rig fleet of ultra-deepwater drillships, versatile semisubmersibles and modern shallow-water jackups, Valaris has experience operating in nearly every major offshore basin. Valaris maintains an unwavering commitment to safety, operational excellence, and customer satisfaction, with a focus on technology and innovation. Valaris Limited is a Bermuda exempted company (Bermuda No. 56245). To learn more, visit our website at www.valaris.com.

Cautionary Statements

Statements contained in this press release that are not historical facts are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements include words or phrases such as "anticipate," "believe," "estimate," "expect," "intend," “likely,” "plan," "project," "could," "may," "might," “should,” “will” and similar words. The forward-looking statements contained in this press release are subject to numerous risks, uncertainties and assumptions that may cause actual results to vary materially from those indicated, including the cancellation, suspension, renegotiation or termination of drilling contracts and programs, including drilling contracts which grant the customer termination rights if final investment decision (FID) is not received with respect to projects for which the drilling rig is contracted; oil and natural gas price volatility, customer demand for drilling rigs; downtime and other risks associated with offshore rig operations; severe weather or hurricanes; changes in worldwide rig supply, competition and technology; risks inherent to shipyard rig reactivation, upgrade, repair or maintenance; our ability to enter into, and the terms of, future drilling contracts; suitability of rigs for future contracts; governmental regulatory, legislative and permitting requirements affecting drilling operations; our ability to obtain financing, fund capital expenditures and pursue other business opportunities; the effects of our emergence from bankruptcy on the Company's business, relationships, comparability of our financial results and ability to access financing sources; actions taken by regulatory authorities or other third parties; the COVID-19 global pandemic and the related public health measures implemented by governments worldwide; increased scrutiny of Environmental, Social and Governance (“ESG”) practices and reporting responsibilities; changes in customer strategy; future levels of offshore drilling activity; governmental action, civil unrest and political and economic uncertainties; terrorism, piracy and military action; environmental or other liabilities, risks or losses; debt agreement restrictions that may limit our liquidity and flexibility; failure to satisfy our debt obligations; and cybersecurity risks and threats. In addition to the numerous factors described above, you should also carefully read and consider “Item 1A. Risk Factors” in Part I and “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Part II of our most recent annual report on Form 10-K, which is available on the Securities and Exchange Commission’s website at www.sec.gov or on the Investor Relations section of our website at www.valaris.com. Each forward-looking statement speaks only as of the date of the particular statement and we undertake no obligation to update or revise any forward-looking statements, except as required by law.

Investor & Media Contacts:

Darin Gibbins
Vice President - Investor Relations and Treasurer
+1-713-979-4623

Tim Richardson
Director - Investor Relations
+1-713-979-4619

WIXOM, Mich.--(BUSINESS WIRE)--XL Fleet Corp. (NYSE: XL) (“XL Fleet” or the “Company”), is a leading owner and operator of distributed solar energy assets across the United States, offering subscription-based services to more than 51,000 customers and making renewable energy more accessible to everyone, today announced third quarter 2022 financial results. Results for the third quarter of 2022 reflect contribution from the Company’s XL Grid and Drivetrain businesses for the full three month period ended September 30, 2022, and partial-quarter contribution from Spruce Power for the period from September 9, 2022 through September 30, 2022.

Third Quarter 2022 and Recent Highlights

• Completed transformational acquisition of Spruce Power, a leader in residential solar, on September 9, 2022
• Reported total revenue of $8.4 million in 3Q22, including $5.1 million of partial-quarter contribution from Spruce Power
• Exited 3Q22 with more than 51,000 customers; combined portfolio generated 134 million MWh of power in 3Q22
• PV5 gross customer value of $821 million at the end of the third quarter of 2022
• Exercised options to buy out remaining equity interests in six residential solar portfolios totaling $7.7 million
• Exited the third quarter of 2022 with approximately $240 million of unrestricted cash and equivalents on hand
• Progressing on exploration of strategic alternatives for XL Fleet’s legacy Drivetrain business
• Announced name change to Spruce Power and NYSE ticker symbol change to SPRU effective November 14, 2022

Management Commentary & Outlook

“We were proud to have recently completed our transformational acquisition of Spruce Power, reflecting our company’s transition to a profitable leader in the fast-growing residential solar market,” said Eric Tech, Chief Executive Officer of XL Fleet. “We are in the final stages of our strategy to focus our company on delivering clean tech solutions to residential and small businesses, and are in advanced conversations with several interested parties related to the pursuit of strategic alternatives for XL Fleet’s legacy Drivetrain business. We expect to announce the outcome of this process in the coming weeks. With this final step, combined with our acquisition of a world-class business benefiting from the long-term structural growth in demand, we are confident in our ability to unlock the value of Spruce Power and its exciting growth trajectory.”

“Our team is more enthusiastic than ever about the opportunity to extend and accelerate the growth trajectory we’ve achieved to date,” said Christian Fong, President of XL Fleet and Chief Executive Officer of Spruce Power. “Our business performed well during the period, generating more than 134 million megawatt hours of power throughout the third quarter across our portfolio of more than 51,000 customers. Our business strategy as a third-party operator is uniquely positioned to deliver stability and strength across a range of macro environments.”

Mr. Fong continued, “Our differentiated M&A-driven growth strategy is better supported than ever with $240 million of cash on the balance sheet. Following the completion of our transaction with XL Fleet, our M&A team got right back to work, exercising to buy out the remaining equity interests in six residential solar portfolios for a total of approximately $7.7 million. While these transactions are smaller scale than our typical deals, these accretive buyouts are expected to drive unlevered IRRs of approximately 14%, which reflects returns we target and have achieved throughout our history. We continue to see strong upstream growth in customer installations, which represent potential future acquisitions for our M&A team.”

“Financial results for the third quarter of 2022 reflect approximately three weeks of contribution from Spruce Power following our acquisition completed on September 9, 2022,” said Don Klein, Chief Financial Officer of XL Fleet. “Spruce’s stable base of cash flows backed by long-term customer agreements continue to carry strong momentum into the end of 2022 and into next year. With $821 million of PV5 gross customer value exiting the third quarter, XL Fleet is well positioned to drive value for stakeholders over the near and long-term.”

Company Name Change to Spruce Power

On November 4, 2022, XL Fleet announced that that it will change its corporate name from XL Fleet Corp. to Spruce Power Holding Corporation, effective November 14, 2022. The Company will be known as Spruce Power. Additionally, the Company will change its New York Stock Exchange (“NYSE”) ticker symbol from “XL” to “SPRU” at the open of market trading on Monday, November 14, 2022. The Company’s common stock will continue to be listed on the NYSE and its CUSIP will change in connection with the name change.

Consolidated Financial Results

Revenue totaled $8.4 million in the third quarter of 2022 compared to $3.0 million in the second quarter of 2022 and $3.2 million in the third quarter of 2021.

Selling, general & administrative expenses for the third quarter of 2022 totaled $31.1 million, compared to $12.8 million in the second quarter of 2022 and $12.7 million in the third quarter of 2021. SG&A expenses for the third quarter of 2022 include approximately $2.6 million in legal fees related to previously disclosed class action complaints and Securities and Exchange Commission investigation and approximately $15 million of one-time transaction costs associated with the Spruce acquisition.

Adjusted EBITDA totaled ($1.8) million for the third quarter of 2022, compared to ($11.7) million for the second quarter of 2022 and ($14.3) million in the third quarter of 2021.

Net loss was $19.6 million for the third quarter of 2022, compared to net loss of $12.7 million in the second quarter of 2022 and net loss of $7.5 million in the third quarter of 2021. Adjusted net loss was $4.2 million for the third quarter of 2022, compared to adjusted net loss of $11.7 million in the second quarter of 2022 and adjusted net loss of $14.7 million in the third quarter of 2021. A reconciliation of net loss to adjusted net loss and adjusted EBITDA is set out in the tables below.

Segment Financial Results

Residential Solar: Revenues totaled $5.1 million for the third quarter of 2022, reflecting the three week period from September 9, 2022 through September 30, 2022. Segment loss was $1.2 million for the third quarter of 2022. PV5 gross customer value was $821 million at the end of the third quarter of 2022. Spruce Power exercised options to buy out the remaining equity interests in six residential solar portfolios for a total of approximately $7.7 million, of which, three occurred during November 2022.

Drivetrain: Revenues totaled $0.9 million for the third quarter of 2022, compared with $0.9 million in the second quarter of 2022 and $0.6 million in the third quarter of 2021. Segment loss was $3.6 million, compared with a segment loss of $3.4 million in the second quarter of 2022 and a segment loss of $4.9 million in the third quarter of 2021.

XL Grid: Revenues totaled $2.4 million for the third quarter of 2022, compared with $2.2 million in the second quarter of 2022 and $2.6 million for the third quarter of 2021. The slight sequential decrease in revenue for the third quarter of 2022 was primarily driven by project approval delays, material availability, and longer sales cycle times attributed to larger project mix. Segment loss was $0.5 million dollars, compared with a segment loss of $1.5 million in the second quarter of 2022 and a segment loss of $1.6 million in the third quarter of 2021.

Balance Sheet and Capital

Unrestricted cash and cash equivalents as of September 30, 2022 totaled $239.5 million, compared to $322.4 million as of June 30, 2022 Total debt outstanding as of September 30, 2022 was $517.2 million. XL Fleet had 144.4 million shares of Common Stock outstanding as of September 30, 2022. Cash used in operations for the third quarter of 2022 totaled $46 million reflecting the impact of transactions costs associated with the Spruce Power acquisition.

Third Quarter 2022 and Recent Operational & Business Updates

• On November 4 2022, XL Fleet announced that it will change its corporate name to Spruce Power Holding Corporation, effective November 14, 2022. The Company will be known as Spruce Power. Additionally, the Company will change its NYSE ticker symbol from “XL” to “SPRU” at the open of market trading on Monday, November 14, 2022.
• On September 12, 2022, XL Fleet announced the transformational acquisition of Spruce Power, the largest privately held owner and operator of residential rooftop solar systems in the U.S. at the time of the transaction, with more than 51,000 current customer subscribers. After paying the purchase price and related transaction fees and expenses, XL Fleet had approximately $240 million of unrestricted cash and cash equivalents.

Conference Call Information

The XL Fleet management team will host a conference call to discuss its third quarter 2022 financial results today at 5:00 p.m. Eastern Time. The call can be accessed live over the telephone by dialing (877) 510-3772, or for international callers, (412) 902-0125 and referencing XL Fleet. Alternatively, the call can be accessed via a live webcast accessible on the Events & Presentations page in the Investor Relations section of The Company’s website at www.xlfleet.com. A replay will be available shortly after the call and can be accessed by dialing (844) 512-2921, or for international callers, (412) 317-6671. The passcode for the replay is 10169416. The replay will be available until August 23, 2022. An archive of the webcast will be available for a period of time shortly after the call on the Investor Relations section of The Company’s website at www.xlfleet.com.

About XL Fleet (to be called Spruce Power after November 14, 2022)

XL Fleet, which after November 14, 2022 will be known as Spruce Power, is a leading owner and operator of distributed solar energy assets across the United States. By offering subscription-based services to more than 51,000 customers, Spruce is able to make renewable energy more accessible to everyone. For additional information, please visit www.sprucepower.com.

Forward Looking Statements

Certain statements in this press release may constitute “forward-looking statements” within the meaning of the federal securities laws. Forward-looking statements generally are accompanied by words such as “believe,” “may,” “will,” “estimate,” “continue,” “anticipate,” “intend,” “expect,” “should,” “would,” “plan,” “predict,” “potential,” “seem,” “seek,” “future,” “outlook,” and similar expressions that predict or indicate future events or trends or that are not statements of historical matters. These statements are based on various assumptions, whether or not identified in this press release, and on the current expectations of management and are not predictions of actual performance. Forward-looking statements are subject to a number of risks and uncertainties that could cause actual results to differ materially from the forward-looking statements, including but not limited to: expectations regarding the growth of the solar industry, home electrification, electric vehicles and distributed energy resources; the ability to successfully integrate the Spruce Power acquisition; the ability of XL Fleet to implement its plans, forecasts and other expectations with respect to Spruce Power’s business and realize the expected benefits of the acquisition; the ability to identify and complete future acquisitions; the ability to develop and market new products and services; the effects of pending and future legislation; the highly competitive nature of the Company’s business and markets; the ability to execute on and consummate business plans in anticipated time frames; litigation, complaints, product liability claims and/or adverse publicity; cost increases or shortages in the components or chassis necessary to support the Company’s products and services; the introduction of new technologies; the impact of the COVID-19 pandemic on the Company’s business, results of operations, financial condition, regulatory compliance and customer experience; the potential loss of certain significant customers; privacy and data protection laws, privacy or data breaches, or the loss of data; general economic, financial, legal, political and business conditions and changes in domestic and foreign markets; the inability to convert its sales opportunity pipeline into binding orders; risks related to the rollout of the Company’s business and the timing of expected business milestones, including the ongoing global microchip shortage and limited availability of chassis from vehicle OEMs and our reliance on our suppliers; the effects of competition on the Company’s future business; the availability of capital; and the other risks discussed under the heading “Risk Factors” in the Company’s Annual Report on Form 10-K filed on March 31, 2022, subsequent Quarterly Reports on Form 10-Q and other documents that the Company files with the SEC in the future. If any of these risks materialize or our assumptions prove incorrect, actual results could differ materially from the results implied by these forward-looking statements. These forward-looking statements speak only as of the date hereof and the Company specifically disclaims any obligation to update these forward-looking statements.

Use of Non-GAAP Financial Information

To supplement its consolidated financial statements, which are prepared and presented in accordance with U.S. generally accepted accounting principles (“GAAP”), XL Fleet Corp. reports certain non-GAAP financial information which have been reconciled to the nearest GAAP measures in the tables within this press release. This prospective financial information was not prepared with a view toward compliance with published guidelines of the SEC or the guidelines established by the American Institute of Certified Public Accountants for preparation and presentation of prospective financial information or U.S. GAAP with respect to forward looking financial information. We believe that these non-GAAP measures, viewed in addition to and not in lieu of our reported GAAP results, provides useful information to investors by providing a more focused measure of operating results, enhances the overall understanding of past financial performance and future prospects, and allows for greater transparency with respect to key metrics used by management in its financial and operational decision making. The non-GAAP measures presented herein may not be comparable to similarly titled measures presented by other companies.

Earnings (loss) Before Interest, Income Taxes, Depreciation, and Amortization (“EBITDA”): We define EBITDA as our consolidated net income (loss) and adding interest expense, income taxes, and depreciation and amortization. We believe EBITDA provides meaningful information to the performance of our business and therefore we use it to supplement our GAAP reporting. We have chosen to provide this supplemental information to investors, analysts and other interested parties to enable them to perform additional analyses of operating results.

Adjusted EBITDA and Adjusted Net Income (Loss): We believe that adjusted EBITDA and Adjusted Net Income (loss), which excludes certain identified items that we do not consider to be part of our ongoing business, improves the comparability of year to year results, and is representative of our underlying performance. Management uses this information to assess and measure the performance of our operating segments. We have chosen to provide this supplemental information to investors, analysts and other interested parties to enable them to perform additional analyses of operating results, to illustrate the results of operations giving effect to the non-GAAP adjustments shown in the below reconciliations, and to provide an additional measure of performance.

Spruce Power Customers

Spruce Power's customers have ongoing PPA and Lease contracts which include solar system servicing with the Company. The number of customers may be periodically adjusted to account for new acquisitions of residential solar portfolios as well as customers electing to prepay or buyout their PPA and Lease Contracts. In addition to the Company's approximately 51,000 customers as of September 30, 2022, the Company also services nearly 27,000 third-party owned residential solar systems as well as over 10,000 third-party loans.

Subscriber Value Metrics

• Gross Total Subscriber Value reflects the remaining projected net cash flows from current customers discounted at 5% (“PV5”)
• Projected cash flows include the customer’s initial agreement plus renewal

(1) As adjusted adjusts for the following one-time charges: Severance charges (including benefits) included in Corporate, Inventory charge for obsolete inventory included in DriveTrain, Goodwill impairment charge included in Corporate, Legal charges related to SEC investigation and shareholder lawsuits included in Corporate, Accreted contingent compensation obligation to sellers of World Energy included in Corporate, Accelerated amortization of right-of-use asset included in Corporate, Non-recurring acquisition expenses included in Corporate, Non-recurring acquisition expenses included in Residential Solar, Meter upgrade campaign costs included in Residential Solar, Other one-time costs included in Residential Solar.