Business Wire News

Addition of protein-focused transportation business represents first step in ambitious Brazil growth strategy

SÃO PAULO, Brazil--(BUSINESS WIRE)--Emergent Cold Latin America (Emergent LatAm), Latin America’s newest temperature-controlled warehousing and logistics provider, announced today the acquisition of DMX Logística, the premier transportation company supporting Brazil’s protein industry. This acquisition is Emergent LatAm’s first investment in Brazil and represents an important piece of its growth strategy in a key global food trade market.


Based in Itajaí, Santa Catarina, DMX Logística operates a modern fleet of more than 400 trucks and trailers across 13 locations, in addition to rail, cabotage and other modals, serving the largest reefer ports in South Brazil. It enjoys a stellar reputation throughout the protein industry for its expansive market coverage and customer service. As part of Emergent LatAm, DMX Logística will embark upon an ambitious growth plan that includes technology investment and geographic expansion.

“It is with a great pleasure that we welcome the team of DMX Logística to Emergent Cold Latin America,” said Evandro Calanca, Managing Director of Emergent Cold Brazil. “This transaction represents our first step towards building a large and fully integrated cold chain network in Brazil, including storage and transportation. We have a number of exciting announcements planned that will serve to meet our customers’ growing demand in this important global market.”

“We are very pleased to join Emergent Cold Latin America,” said Mayckon Cabral, Director and Co-Owner of DMX Logística. “With this transaction, our customers will gain access to a more integrated logistics solution, and our employees will enjoy new growth opportunities. The entire DMX team is honored to be part of this exciting project.”

About Emergent Cold Latin America

Emergent Cold Latin America (www.emergentcoldlatam.com) is building the highest quality cold storage network to provide integrated, end-to-end temperature-controlled logistics solutions to customers throughout Latin America. The Company was founded to fill a need for modern cold-chain solutions within the market and to serve the increasing demand from domestic and global trade customers.

About DMX Logística

DMX Logística (https://dmxlogistica.com/) has its headquarters in Itajaí, and though its operating bases operates 24 hours a day with more than 200 employees and a large transportation fleet. In addition to service in all regional cold stores, we also have service in ports throughout South Brazil. Since 2012, DMX Logística has had a base directly dedicated to operations involving multimodal transport such as maritime and rail. Our operations also rely on road transport for the collection or delivery of containers, which reduces costs to the customer and facilitates the distribution of demand.


Contacts

Media Contacts:
Emergent Cold Latin America
Greg Mitchell
+1 (601) 479-9162
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RAM Communications
Ron Margulis
+1 (908) 337-0020
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HOUSTON--(BUSINESS WIRE)--Archaea Energy Inc. (“Archaea” or “the Company”) (NYSE: LFG), an industry-leading renewable natural gas (“RNG”) company, today announced financial and operating results for the third quarter 2021.


THIRD QUARTER AND RECENT HIGHLIGHTS

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

CEO COMMENTARY

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

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

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

2021 FULL YEAR GUIDANCE

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

 

 

Full Year 2021

Combined RNG Production (million MMBtu)

 

 

5.4

Combined Adjusted EBITDA5 ($ millions)

$

72.5

$

77.5

 

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

SUMMARY AND REVIEW OF FINANCIAL RESULTS

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

 

 

Combined Basis

($ in thousands)

Three Months Ended
September 30, 2021

 

Nine Months Ended
September 30, 2021

Revenue

$

46,974

 

$

136,357

Equity Investment Income, Net

$

7,330

 

$

20,656

Net Income (Loss)3

$

(21,875)

 

$

52,750

Adjusted EBITDA4

$

22,291

 

$

59,804

 

 

 

 

RNG Produced (MMBtu)

1,425,080

 

4,189,550

Electricity Produced (MWh)2

175,230

 

703,278

 

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

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

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

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

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

Capital Investments

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

BUSINESS COMBINATIONS

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

CAPITAL STRUCTURE AND LIQUIDITY

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

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

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

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

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

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

THIRD QUARTER 2021 CONFERENCE CALL AND WEBCAST

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

 

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

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

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

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

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

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

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

ABOUT ARCHAEA

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

Additional information is available at www.archaeaenergy.com.

USE OF NON-GAAP FINANCIAL MEASURES

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

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

FORWARD-LOOKING STATEMENTS

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

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

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

(Financial Tables and Supplementary Information Follow)

Notes Regarding Presentation of Financial Information

Basis of Presentation

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

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

Principles of Consolidation

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


Contacts

ARCHAEA
Investors and Media
Megan Light
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346-439-7589


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HOUSTON--(BUSINESS WIRE)--Chet Morrison Contractors, LLC (Morrison), a leading energy service company for the oil and gas industry, announces the successful completion of a total field decommissioning campaign, satisfying the requirements of the U.S. Bankruptcy Court, Chapter 7 Bankruptcy Trustee for Hoactzin Partners, L.P., and various additional parties involved in the fields.



Morrison was contracted under the jurisdiction of the U.S. Bankruptcy Court to provide facility decommissioning operations of High Island 176/196, SS 144/159, SS 145, and WD 62 assets. Morrison provided full operations for the leases, including comprehensive regulatory compliance, engineering, project management, and logistics throughout the duration of the project.

The campaign included full-field decommissioning of five structures and associated wells, pipelines, topsides, and jackets in water depths ranging from 44 ft to 132 ft. Morrison also performed monthly maintenance and inspections of the facilities, the carbon-freeing of the structures, pigging and flushing of pipelines and SSTIs, the plug and abandonment of 8 wells and the site clearance for all fields.

“We are pleased with the overall execution and safety record achieved on this project, as well as our ability to meet the standards set by the Court. These are standards and targets we set and expect on all of our projects,” commented Jon Minshall, Morrison COO. “What is further gratifying is the teamwork that developed quickly between the Trustee, her industry expert and our own team, including key subcontractors, that enabled all challenges to be met and overcome. We look forward to sharing the success of this project with other operators who are faced with asset retirement obligations.”

Morrison has completed twelve total field decommissioning projects in the Gulf of Mexico whereby Morrison has successfully taken over from an operating field through to the cleared liability. As a qualified regional operator for more than 14 years, Morrison has operated nine facilities, while simultaneously managing the permitting, regulatory compliance and preparatory work to plan for decommissioning through to financial assurance release.

ABOUT MORRISON

Chet Morrison Contractors, LLC (Morrison) is an energy service company that delivers integrated infrastructure solutions to clients in the oil and gas and renewables industries. Morrison provides services for all phases of total field decommissioning. Through its strategic efforts to help operators reduce their decommissioning liabilities and protect the reputations of all parties, Morrison has become an effective partner for single-source contracting that can deliver a solutions-driven approach to operators within the Gulf of Mexico and beyond. The company adheres to the highest standards of quality and safety with uncompromising regard for the environment. For more information, visit: www.morrisonenergy.com.


Contacts

Kelly Reeves
VP of Marketing
Morrison
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985-858-3112

NW Natural Holdings and NW Natural also close on sustainability-linked credit facilities


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

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

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

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

Sustainable Bond and Sustainable Financing Framework

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

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

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

Sustainability-linked Credit Facility

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

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

About NW Natural Holdings

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

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

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

Additional information is available at nwnaturalholdings.com.

Forward-Looking Statements

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

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

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


Contacts

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

-Partnership with Kontrol's BioCloud® Technology to Provide Real-Time Detection of Airborne Pathogens to Create Safer Spaces-

TORONTO--(BUSINESS WIRE)--Kontrol Technologies Corp. (NEO:KNR) (OTCQB:KNRLF) (FSE:1K8) ("Kontrol" or the "Company") a leader in smart buildings and cities through IoT, Cloud and SaaS technology, entered into an exclusive distribution agreement with Airmaster Corporation and its New Zealand subsidiary, Optimum Air (“Airmaster”), and Daikin Australia Pty Ltd. (“Daikin”) to offer real-time monitoring and detection of airborne pathogens to create safer spaces.


Kontrol BioCloud technology samples the air continuously through a proprietary and patented process. When the device detects a virus, it sends a communication in the Cloud or over local intranet, notifying workplace leaders in real time. With this actionable information, employers can take the measures needed to mitigate virus outbreaks in the office.

"Kontrol is excited to enter into a distribution partnership with Airmaster and Daikin," said Paul Ghezzi, CEO of Kontrol. “We look forward to delivering air quality and real-time space monitoring technology to the work environment through this partnership. The addition of a global leader in the HVAC and HVAR industry is another major advancement for the BioCloud technology.”

"As we embark on a new era and approach to facilities management and indoor environment quality, it is vital we extend our services and solutions in order to combat COVID-19, while helping businesses adapt safely and with confidence in this new normal,” said Noel Courtney, CEO of Airmaster. “Kontrol is a forward-thinking organisation and their research and development of BioCloud allows us offer a full-service solution that provides safer spaces and peace of mind for our customers.”

Under the terms of the agreement, Airmaster and Daikin will be provided with a three-year term and a one year exclusive in the HVAC sector in Australia and New Zealand. Kontrol received an initial purchase of BioCloud units as part of the agreement.

Further to the distribution agreement, Kontrol and Daikin will seek to explore manufacturing opportunities for the BioCloud technology outside of North America.

About Airmaster

Airmaster, a member of the Daikin Group, is an award-winning building services company, providing HVAC&R management, smart building solutions and fire services across thousands of buildings in Australia, New Zealand, and South-East Asia.

Founded in Melbourne, Australia in 1988 and with 14 branches across Australia and New Zealand, Airmaster's holistic approach to building management makes for a comprehensive range of service offerings. As a leader in the building services industry, Airmaster prides itself on delivering sustainable, cost effective and energy efficient products, services, and solutions. As the built environment landscape changes, Airmaster has adapted, ensuring every service and solution offered aligns with best practice in building services management.

About Daikin Australia

Founded in 1969, Daikin Australia have been providing air-conditioned comfort for homes, commercial developments, and community projects across Australia for over 50 years. As air conditioning specialists, the entire focus of the business is to bring climate-controlled comfort to places where people live, work, meet and relax.

A world leader in air conditioning with operations across the globe, Daikin have invested more than 80 years and billions of dollars in research and development into the fields of mechanics, electronics, and chemistry to produce air conditioning products that are energy efficient, quiet, simple to use and reliable. From homes to high rises, from hospitals to hotels, Daikin has an air conditioning solution that provides superior comfort and energy efficiency.

About Kontrol Technologies Corp.

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

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

About Kontrol BioCloud

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

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

https://facebook.com/kontroltechcorp/
https://twitter.com/kontrolgroup
https://www.linkedin.com/company/kontrol-group

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

Forward-Looking Statements

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

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

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

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


Contacts

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

Investor Relations:
Brooks Hamilton
MZ Group – MZ North America
This email address is being protected from spambots. You need JavaScript enabled to view it.
Tel: +1 (949) 546.6326

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


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

About Helix

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


Contacts

Erik Staffeldt
Executive Vice President & CFO
281-618-0465
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DUBLIN--(BUSINESS WIRE)--The "Manufacturing Execution Systems Market - Growth, Trends, COVID-19 Impact, and Forecasts (2021 - 2026)" report has been added to ResearchAndMarkets.com's offering.


The Manufacturing Execution Systems Market was valued at USD 11.56 billion in 2020 and is expected to reach USD 27.3 billion by 2026, at a CAGR of 15.4% over the forecast period (2021-2026).

Companies Mentioned

  • Siemens AG
  • Rockwell Automation
  • SAP SE
  • ABB Ltd.
  • Dassault Systemes S.A.
  • Honeywell International Inc.
  • AVEVA Group PLC
  • Applied Materials Inc.
  • Oracle Corporation
  • General Electric Company
  • Emerson Electric Co.
  • Epicor Software Corporation

Key Market Trends

Pharmaceutical and Life Sciences Industry to Hold Significant Share

  • With the continuously evolving trends in the pharmaceutical industry, manufacturers are experiencing increased pressure to keep pace and modify their operations to meet changing needs. Manufacturing Execution Systems (MES) enable the pharmaceutical industry to reduce production costs and improve compliance with regulatory requirements significantly.
  • MES has been successfully implemented within the pharmaceutical & life sciences industry since the Food and Drug Administration (FDA) decreed the final 21 Part 11 regulations on 21 March 1997. These have provided criteria for the acceptance by the FDA, under certain circumstances, of electronic signatures, electronic records, and handwritten signatures executed to electronic records as equivalent to paper records and handwritten signatures executed on paper.
  • Moreover, the growing concern towards counterfeit drugs entering the supply chain has resulted in the adoption of global track and trace regulations to protect patient safety and ensure product integrity. The EU Falsified Medicine Directive (EUFMD), the US Drug Supply Chain Act (DSCSA), and other global regulations mean that manufacturers are now trying to ensure compliance and add innovative technologies and increase the resources to manage the additional administrative burden. The use of barcodes and serialisation numbers, as well as the incorporation of RFID tags inside the packaging equipment, are all measures that are being taken to improve the quality of traceability and tracking.

North America to Hold Major Share

  • North America is expected to continue to hold the significant share of the MES market over the forecast period, majorly due to the presence of several significant MES vendors, such as Honeywell (United States), and Oracle Corporation (United States), Emerson (United States), and Rockwell Automation (United States) among others which drive innovation. Hence, there is intense competition among the players.
  • Moreover, North America's strong financial position enables it to invest heavily in advanced solutions and technologies that have provided a competitive edge in the market. Also, the region is viewing several partnerships by market players, which is helping them combine their solutions and offerings to increase their market presence.
  • The ongoing continuous expansions and investments toward digitization across the industries in the region are one of the potential opportunities for the market. Growth in the number of SMEs and the increasing digitization in the manufacturing functions by large organizations, such as IBM and General Electric, are aiding the growth of the IoT market in the regional manufacturing segment. SMEs are becoming increasingly flexible to incorporate new technologies with their existing systems, whereas large manufacturers have substantial budgets for digitization. This is enabling the adoption of EMS.

Key Topics Covered:

1 INTRODUCTION

2 RESEARCH METHODOLOGY

3 EXECUTIVE SUMMARY

4 MARKET DYNAMICS

4.1 Market Overview

4.2 Market Drivers

4.2.1 Adoption of Digitisation to Improve Production

4.2.2 Introduction of Cloud Technology to Consolidate Information

4.3 Market Restraints

4.3.1 High Investment and Running Costs Involved in Implementation and Upgrade of Manufacturing Execution Systems for Small-Scale Production

4.3.2 Lack of Awareness Regarding Benefits of MES Solutions Among SMEs

4.4 Industry Attractiveness - Porter's Five Force Analysis

5 MARKET SEGMENTATION

5.1 By Offering

5.1.1 Software

5.1.2 Service

5.2 By Deployment

5.2.1 On-premise

5.2.2 Cloud

5.3 By End-user Industry

5.3.1 Food & Beverage

5.3.2 Oil & Gas

5.3.3 Pharmaceutical & Lifesciences

5.3.4 Automotive

5.3.5 Electronics & Semiconductor

5.3.6 Other End-user Industries

5.4 Geography

5.4.1 North America

5.4.2 Europe

5.4.3 Asia-Pacific

5.4.4 Rest of World

6 COMPETITIVE LANDSCAPE

6.1 Company Profiles

7 INVESTMENT ANALYSIS

8 MARKET OPPORTUNITIES AND FUTURE TRENDS

For more information about this report visit https://www.researchandmarkets.com/r/f5oi89


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

Product shipments and deployments remain on schedule

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

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

Recent Operational Highlights

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

1

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

Third Quarter 2021 Business Highlights

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

About ESS, Inc.

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

Forward-Looking Statements

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

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

$

8,019

 

$

4,901

 

Restricted cash

 

1,217

 

 

1,167

 

Prepaid expenses and other current assets

 

6,506

 

 

793

 

Total current assets

 

15,742

 

 

6,861

 

Property and equipment, net

 

2,007

 

 

1,836

 

Restricted cash

 

75

 

 

326

 

TOTAL ASSETS

$

17,824

 

$

9,023

 

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

$

3,037

 

$

522

 

Accrued and other current liabilities

 

4,595

 

 

2,194

 

Notes payable, current

 

23,415

 

 

5,678

 

Total current liabilities

 

31,047

 

 

8,394

 

 
Notes payable, non-current

 

2,253

 

 

19

 

Other non-current liabilities

 

3,662

 

 

2,258

 

Derivative liabilities

 

248,450

 

 

22,911

 

Warrant liabilities

 

-

 

 

3,329

 

Total liabilities

 

285,412

 

 

36,911

 

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

 

90,073

 

 

34,372

 

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

 

1

 

 

1

 

Common stock warrants

 

-

 

 

153

 

Additional paid-in capital

 

2,516

 

 

1,079

 

Accumulated deficit

 

(360,178

)

 

(63,493

)

Total stockholders' deficit

 

(357,661

)

 

(62,260

)

 
TOTAL LIABILITIES, REDEEMABLE CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS' DEFICIT

$

17,824

 

$

9,023

 

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

2021

 

2020

 

2021

 

2020

 
Operating expenses
Research and development

$

7,672

 

$

3,935

 

$

19,546

 

$

8,903

 

Sales and marketing

 

1,048

 

 

279

 

 

2,261

 

 

876

 

General and administrative

 

2,316

 

 

630

 

 

7,667

 

 

2,178

 

Total operating expenses

 

11,036

 

 

4,844

 

 

29,474

 

 

11,957

 

 
Loss from operations

 

(11,036

)

 

(4,844

)

 

(29,474

)

 

(11,957

)

 
Other income (expense):
Interest expense, net

 

(1,582

)

 

(38

)

 

(1,693

)

 

(106

)

Gain (loss) on revaluation of warrant liabilities

 

(2,949

)

 

24

 

 

(17,753

)

 

78

 

Gain (loss) on revaluation of derivative liabilities

 

(36,703

)

 

2,089

 

 

(248,691

)

 

5,849

 

Other income (expense), net

 

945

 

 

(2

)

 

926

 

 

(64

)

Total other income (expense)

 

(40,289

)

 

2,073

 

 

(267,211

)

 

5,757

 

 
Loss before income taxes

 

(51,325

)

 

(2,771

)

 

(296,685

)

 

(6,200

)

 
Provision for income taxes

 

-

 

 

-

 

 

-

 

 

-

 

 
Net loss and comprehensive loss

$

(51,325

)

$

(2,771

)

$

(296,685

)

$

(6,200

)

 
 
 
Net loss per share - basic and diluted

$

(5.82

)

$

(0.39

)

$

(35.08

)

$

(0.87

)

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

 

8,823,458

 

 

7,102,536

 

 

8,458,054

 

 

7,099,532

 

 


Contacts

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

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

CAMBRIDGE, England--(BUSINESS WIRE)--#Dubai--CRFS, a global leader in RF spectrum monitoring, management, and geolocation solutions, has announced a deal with the regulatory agency of the United Arab Emirates, the Telecommunications and Digital Government Regulatory Authority (TDRA), to provide spectrum monitoring solutions for the Dubai Expo.


Expo 2020 Dubai is a world fair that takes place in the UAE over six months with exhibits from 192 different counties. With so many organizations using and relying on the RF spectrum, monitoring spectrum allocation, and who should and should not be it, is an enormous task for the regulator TDRA. To ensure the safety and smooth running of the expo, TDRA chose CRFS to provide a network of high-performance RFeye Node receivers to monitor the spectrum.

The extremely sensitive RFeye Nodes are configured to monitor and report on spectrum usage across a broad frequency range (9 kHz -18 GHz). Using Time Difference of Arrival (TDOA), they are also able to geolocate the source of a signal. This means that sources of spectrum interference can quickly be identified and located, enabling TDRA to instantly respond.

“There were a lot of challenges to this project”, said Malcolm Sellars, CRFS Product Manager. “But working with our local partner Motabaqah Trading, we were able to install the network and get everything up and running really quickly. Working in the heat could have been an issue, but the Nodes had no problems whatsoever, even with temperatures reaching 50°C.”

Using the spectrum automation software, RFeye Mission, TDRA are capable of automating critical tasks freeing their expert operators to concentrate on the more challenging tasks, using the RFeye Site software. If a signal warrants closer investigation, TDRA can deploy the RFeye Stormcase, a man-portable spectrum monitoring system, that can be up and running in a matter of minutes exactly where it is needed.

The RFeye Node network is deployed as a temporary installation on the Expo site. This enables TDRA to utilize them in other applications after the Expo finishes. “This is one of the great things about the Nodes, they are quick to deploy and quick to re-deploy,” said Mohammed Al Blooshi, Spectrum Monitoring Manager at TDRA. “With a lot of the processing happening on the Node, back haul requirements are low, and this allowed us to use wireless modems to connect the network.”

Mohammed Al Blooshi continued, “We have been very pleased with how CRFS were able to meet our requirements and provide this high-performance system so quickly. We now have a complete picture of the RF spectrum over the Expo site ensuring that both the Expo and other users of the spectrum are free from interference and can use it when they need it.”

The Dubai Expo2020 runs from 1st October 2021 to 31st March 2022.

-ends-

https://www.crfs.com/news/crfs-selected-for-expo-2020-dubai/

About CRFS

CRFS creates deployable systems to detect, identify and geolocate signals in complex RF environments. We provide end-to-end automated solutions for spectrum management and deconfliction, interference hunting and threat detection, using our intelligent receiver technology, software and advanced analytics. Our RFeye systems are widely deployed by military, intelligence, law enforcement and regulatory agencies.

CRFS designs, builds, programs and deploys systems and solutions from their production facilities in the UK and USA. We also have a network of trusted international partners that provide local support to our global customer base.


Contacts

Media enquiries:
James Shepperd
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WASHINGTON--(BUSINESS WIRE)--Instituting a ban on U.S. crude exports has currently been put forward for consideration as a “tool” to alleviate rising U.S. gasoline prices—average price in October up 36% from a year ago. This is one of the notable factors contributing to the surge in inflation, the highest increase in U.S. consumer prices in 31 years. However, the unintended consequences of such a policy would likely increase gasoline prices rather than lower them, according to a new analysis by IHS Markit (NYSE: INFO), a world leader in critical information, analytics and solutions.


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

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

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

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

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

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

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

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

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

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

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

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


Contacts

News Media

Jeff Marn
IHS Markit
+1 202 463 8213
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Press Team
+1 303 858 6417
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New CCT Selectable LED Troffers provide low energy, flexible light levels and high CRI color quality

NORTON SHORES, Mich.--(BUSINESS WIRE)--EarthTronics, dedicated to developing innovative energy-efficient lighting products that provide a positive economic and environmental impact, introduces its new contemporary Color and Wattage Selectable LED Troffer Series for office, for new construction, renovation and retrofit commercial applications.


Designed to install in 2’x2’ and 2’X4’ grid ceilings, the troffer fixtures from EarthTronics can be set at 3500K, 4000K and 5000K, each featuring a high 80+ CRI for excellent visual acuity. The color temperature is easily selected at the time of installation.

The 2’x2’ Color and Wattage Selectable LED Troffer Series offers settings for 2500 lumens at 20 watts, 3125 lumens at 25 watts and 3750 lumens at 30 watts. The 2’x4’ LED Troffer series provides settings for 3125 lumens at 25 watts, 3750 lumens at 30 watts and 4375 lumens at 35 watts. Increased energy savings can be achieved with either fixture by utilizing an optional factory installed microwave occupancy sensor with timed delay and step dimming functions.

The Troffers feature 120/277V dual voltage operation. They are equipped standard with a 0 – 10-volt continuous dimming driver with a dimming range capability of 10% to 100%. An optional emergency driver is available to provide 90 minutes of egress lighting in the event of a power failure. These fixtures and accessories are designed to perform in temperatures ranging from 4°F to 122°F.

Both the 2’x2’ and 2’X4’ Color and Wattage Selectable LED Troffer Series feature a slim design with a durable white finish. The architectural basket lens is held securely in place and provides even light distribution. Life rated at 100,000+ hours (L70), a 10 year warranty is available. The new Series is Design Light Consortium (DLC), UL and FCC listed. For more information about the Color and Wattage Selectable LED Troffer Series, visit LED Troffer Series .

The Color and Wattage Selectable LED Troffer Series may be accepted for utility rebates in many markets. For more information about the rebate, visit https://www.earthtronics.com/rebate-finder/catalog/ or call (866) 632-7840.

About EarthTronics

Founded in 2007, EarthTronics, Inc. is a Michigan based company located in Muskegon. Our products are sold under the EarthBulb brand name and are found in commercial buildings, hotels, restaurants, retail stores and residential homes. All EarthBulb lamps provide over 80 percent energy savings. EarthTronics energy efficient lighting solutions include LED light bulbs, linear LED and LED Fixtures. EarthBulb LED solutions are excellent for decorative and display lighting, downlights and general area lighting. EarthTronics covers it all. EarthTronics has warehousing in the United States and Canada. More information can be found at www.earthtronics.com.


Contacts

Brian Bloom
Falls Communications
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216-696-0229

Crane and Padmanathan to advance Heliogen’s mission of replacing fossil fuel with concentrated sunlight

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


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

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

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

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

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

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

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

About Heliogen

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

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

Additional Information and Where to Find It

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

Participants in the Solicitation

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

No Offer or Solicitation

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


Contacts

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

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


ABOUT WASTE MANAGEMENT

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


Contacts

Waste Management

Website
investors.wm.com

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


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

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

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

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

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

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

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

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

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

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

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

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

High Purity Methane Gas Market Research Scope

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

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

About ResearchAndMarkets.com

ResearchAndMarkets.com is the world's leading source for international market research reports and market data. We provide you with the latest data on international and regional markets, key industries, the top companies, new products and the latest trends.


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

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

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

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

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

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

Weeks of Giving

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

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

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

About PG&E

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


Contacts

MEDIA RELATIONS:
415-973-5930

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


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

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

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

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

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

About FREYR Battery

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

About Glencore International AG

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

Cautionary Statement Concerning Forward-Looking Statements

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

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


Contacts

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

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

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


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

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

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

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

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

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

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

Gas Treatment Market Research Scope

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

Key Topics Covered:

1. Table of Contents

2. Global Gas Treatment Market Review, 2020

3. Gas Treatment Market Insights

4. Gas Treatment Market Trends, Drivers, and Restraints

4.1 Latest Trends and Recent Developments in Gas Treatment Market

4.2 Key Factors Driving the Gas Treatment Market Growth

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

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

5 Five Forces Analysis for Global Gas Treatment Market

5.1 Gas Treatment Market Industry Attractiveness Index, 2021

5.2 Threat of New Entrants

5.3 Bargaining Power of Suppliers

5.4 Bargaining Power of Buyers

5.5 Intensity of Competitive Rivalry

5.6 Threat of Substitutes

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

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

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

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

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

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

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

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

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

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

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

12. Gas Treatment Market Structure and Competitive Landscape

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

14. Appendix

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


Contacts

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


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

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

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

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

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

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

About Qube Technologies

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

About SCF Partners

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


Contacts

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


HIGHLIGHTS

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

THIRD QUARTER 2021 SUMMARY FINANCIAL RESULTS

(in thousands, except for per unit data)

Three Months Ended

Change

Sept. 30, 2021

Jun. 30, 2021

Sept. 30, 2020

Sequential

Year-on-year

Revenue (1)

$

32,431

 

$

30,490

 

$

43,375

 

6

%

(25

)%

Gross margin (1)

 

$

4,304

 

$

4,087

 

$

6,036

 

5

%

(29

)%

Net (loss) income

$

(4,230

)

$

(2,027

)

$

805

 

(109

)%

NM

 

Basic and diluted loss per unit

$

(0.33

)

$

(0.23

)

$

(0.04

)

(43

)%

NM

 

 

 

 

 

 

 

 

Adjusted EBITDA (2)

$

545

 

$

497

 

$

3,615

 

10

%

(85

)%

Distributable cash flow (2)

$

(1,232

)

$

(1,446

)

$

(55

)

(15

)%

NM

 

 

 

 

 

 

 

NM – Not meaningful

 

 

 

 

 

 

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

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

CEO'S PERSPECTIVE

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

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

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

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

SEGMENT UPDATE

Inspection Services

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

Water & Environmental Services (“Environmental Services”)

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

Discontinued Operations

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

COMMON UNIT & PREFERRED UNIT DISTRIBUTIONS

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

THIRD QUARTER 2021 OPERATING RESULTS BY BUSINESS SEGMENT

Inspection Services

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

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

Water & Environmental Services (“Environmental Services”)

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

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

CAPITALIZATION, LIQUIDITY, AND FINANCING

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

CAPITAL EXPENDITURES

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

QUARTERLY REPORT

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

NON-GAAP FINANCIAL INFORMATION

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

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

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

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

ABOUT CYPRESS ENVIRONMENTAL PARTNERS, L.P.

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

CAUTIONARY STATEMENTS

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

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

CYPRESS ENVIRONMENTAL PARTNERS, L.P.

Unaudited Condensed Consolidated Balance Sheets

As of September 30, 2021 and December 31, 2020

(in thousands)

September 30,

 

December 31,

 

 

2021

 

 

 

2020

 

ASSETS

Current assets:

 

 

Cash and cash equivalents

$

4,023

 

$

12,138

 

Trade accounts receivable, net

 

16,504

 

 

16,024

 

Accounts receivable - affiliates

 

265

 

 

-

 

Assets of discontinued operations

 

2,878

 

 

8,182

 

Prepaid expenses and other

 

1,820

 

 

2,002

 

Total current assets

 

25,490

 

 

38,346

 

Property and equipment:

Property and equipment, at cost

 

23,426

 

 

23,449

 

Less: Accumulated depreciation

 

15,850

 

 

14,059

 

Total property and equipment, net

 

7,576

 

 

9,390

 

Intangible assets, net

 

13,530

 

 

15,143

 

Goodwill

 

50,391

 

 

50,389

 

Finance lease right-of-use assets, net

 

72

 

 

112

 

Operating lease right-of-use assets

 

1,666

 

 

1,987

 

Debt issuance costs, net

 

665

 

 

242

 

Assets of discontinued operations

 

-

 

 

3,807

 

Other assets

 

540

 

 

570

 

Total assets

$

99,930

 

$

119,986

 

 

LIABILITIES AND OWNERS' EQUITY

Current liabilities:

Accounts payable

$

621

 

$

855

 

Accounts payable - affiliates

 

-

 

 

58

 

Accrued payroll and other

 

4,618

 

 

4,768

 

Income taxes payable

 

42

 

 

268

 

Finance lease obligations

 

51

 

 

51

 

Operating lease obligations

 

422

 

 

439

 

Current portion of long-term debt

 

55,329

 

 

-

 

Liabilities of discontinued operations

 

446

 

 

1,582

 

Total current liabilities

 

61,529

 

 

8,021

 

Long-term debt

 

-

 

 

62,029

 

Finance lease obligations

 

15

 

 

55

 

Operating lease obligations

 

1,192

 

 

1,549

 

Liabilities of discontinued operations

 

-

 

 

245

 

Other noncurrent liabilities

 

362

 

 

182

 

Total liabilities

 

63,098

 

 

72,081

 

 

Owners' equity:

Partners’ capital:

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

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

 

17,180

 

 

27,507

 

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

 

47,390

 

 

44,291

 

General partner

 

(25,876

)

 

(25,876

)

Accumulated other comprehensive loss

 

(2,658

)

 

(2,655

)

Total partners' capital

 

36,036

 

 

43,267

 

Noncontrolling interests

 

796

 

 

4,638

 

Total owners' equity

 

36,832

 

 

47,905

 

Total liabilities and owners' equity

$

99,930

 

$

119,986

 

 

CYPRESS ENVIRONMENTAL PARTNERS, L.P.

Unaudited Condensed Consolidated Statements of Operations

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

(in thousands, except per unit data)

 

 

 

 

 

 

 

Three Months Ended

September 30,

 

Nine Months Ended

September 30,

 

 

2021

 

 

2020

 

 

 

2021

 

 

2020

 

 

Revenue

$

32,431

 

$

43,375

 

$

89,545

 

$

153,471

 

Costs of services

 

28,127

 

 

37,339

 

 

77,760

 

 

134,772

 

Gross margin

 

4,304

 

 

6,036

 

 

11,785

 

 

18,699

 

 

Operating costs and expense:

General and administrative

 

3,888

 

 

3,751

 

 

12,052

 

 

13,688

 

Depreciation, amortization and accretion

 

1,094

 

 

1,113

 

 

3,297

 

 

3,248

 

Loss (gain) on asset disposals, net

 

9

 

 

(2

)

 

9

 

 

5

 

Operating (loss) income

 

(687

)

 

1,174

 

 

(3,573

)

 

1,758

 

 

Other (expense) income:

Interest expense

 

(995

)

 

(942

)

 

(2,652

)

 

(3,182

)

Foreign currency (losses) gains

 

(140

)

 

106

 

 

5

 

 

(167

)

Other, net

 

89

 

 

142

 

 

312

 

 

401

 

Net (loss) income before income tax expense

 

(1,733

)

 

480

 

 

(5,908

)

 

(1,190

)

Income tax expense

 

107

 

 

266

 

 

30

 

 

511

 

Net (loss) income from continuing operations

 

(1,840

)

 

214

 

 

(5,938

)

 

(1,701

)

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

 

(2,390

)

 

591

 

 

(3,466

)

 

2,010

 

Net (loss) income

$

(4,230

)

$

805

 

$

(9,404

)

$

309

 

 

Net (loss) income from continuing operations

$

(1,840

)

$

214

 

$

(5,938

)

$

(1,701

)

Net income attributable to noncontrolling interests - continuing operations

 

15

 

 

3

 

 

21

 

 

14

 

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

 

(1,855

)

 

211

 

 

(5,959

)

 

(1,715

)

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

 

(1,160

)

 

351

 

 

(1,575

)

 

1,172

 

Net (loss) income attributable to limited partners

$

(3,015

)

$

562

 

$

(7,534

)

$

(543

)

 

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

$

(1,855

)

$

211

 

$

(5,959

)

$

(1,715

)

Net income attributable to preferred unitholder

 

1,033

 

 

1,033

 

 

3,099

 

 

3,099

 

Net loss attributable to common unitholders - continuing operations

 

(2,888

)

 

(822

)

 

(9,058

)

 

(4,814

)

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

 

(1,160

)

 

351

 

 

(1,575

)

 

1,172

 

Net loss attributable to common unitholders

$

(4,048

)

$

(471

)

$

(10,633

)

$

(3,642

)

 

Net (loss) income per common limited partner unit:

Basic and diluted - continuing operations

$

(0.23

)

$

(0.07

)

$

(0.74

)

$

(0.40

)

Basic and diluted - discontinued operations

 

(0.10

)

 

0.03

 

 

(0.12

)

 

0.10

 

Basic and diluted

$

(0.33

)

$

(0.04

)

$

(0.86

)

$

(0.30

)

 

Weighted average common units outstanding:

Basic and diluted

 

12,339

 

 

12,209

 

 

12,307

 

 

12,171

 

 

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

 

Three Months ended

September 30,

 

Nine Months ended

September 30,

 

2021

 

 

 

2020

 

 

 

2021

 

 

 

2020

(in thousands)

 

Net (loss) income

$

(4,230

)

$

805

 

$

(9,404

)

$

309

Add:

Interest expense

 

995

 

 

942

 

 

2,652

 

 

3,182

Depreciation, amortization and accretion

 

1,148

 

 

1,222

 

 

3,531

 

 

3,592

Income tax expense

 

107

 

 

266

 

 

30

 

 

511

Equity-based compensation

 

294

 

 

211

 

 

823

 

 

729

Foreign currency losses

 

140

 

 

-

 

 

-

 

 

167

Discontinued operations (a)

 

2,091

 

 

275

 

 

2,598

 

 

914

Less:

Foreign currency gains

 

-

 

 

106

 

 

5

 

 

-

Adjusted EBITDA

$

545

 

$

3,615

 

$

225

 

$

9,404

 

Adjusted EBITDA attributable to noncontrolling interests

 

(197

)

 

368

 

 

(615

)

 

1,274

Adjusted EBITDA attributable to limited partners

$

742

 

$

3,247

 

$

840

 

$

8,130

 

Less:

Preferred unit distributions paid or accrued

 

1,033

 

 

1,033

 

 

3,099

 

 

3,099

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

 

941

 

 

2,269

 

 

3,535

 

 

4,463

Distributable cash flow

$

(1,232

)

$

(55

)

$

(5,794

)

$

568

(a)

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

 

Reconciliation of Net Loss Attributable to Limited Partners to Adjusted

EBITDA Attributable to Limited Partners and Distributable Cash Flow

Three Months ended

September 30,

Nine Months ended

September 30,

 

2021

 

 

2020

 

 

2021

 

 

2020

 

(in thousands)

 

Net (loss) income attributable to limited partners

$

(3,015

)

$

562

 

$

(7,534

)

$

(543

)

Add:

Interest expense attributable to limited partners

 

995

 

 

942

 

 

2,652

 

 

3,182

 

Depreciation, amortization and accretion attributable to limited partners

 

1,148

 

 

1,222

 

 

3,531

 

 

3,592

 

Income tax expense attributable to limited partners

 

107

 

 

266

 

 

30

 

 

511

 

Equity based compensation attributable to limited partners

 

294

 

 

211

 

 

823

 

 

729

 

Foreign currency losses attributable to limited partners

 

140

 

 

-

 

 

-

 

 

167

 

Discontinued operations (a)

 

1,073

 

 

150

 

 

1,343

 

 

492

 

Less:

Foreign currency gains attributable to limited partners

 

-

 

 

106

 

 

5

 

 

-

 

Adjusted EBITDA attributable to limited partners

 

742

 

 

3,247

 

 

840

 

 

8,130

 

 

Less:

Preferred unit distributions paid or accrued

 

1,033

 

 

1,033

 

 

3,099

 

 

3,099

 

Cash interest paid, cash taxes paid and maintenance capital expenditures

attributable to limited partners

 

941

 

 

2,269

 

 

3,535

 

 

4,463

 

Distributable cash flow

$

(1,232

)

$

(55

)

$

(5,794

)

$

568

 


Contacts

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


Read full story here

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

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


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

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

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

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

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

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

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

About Polestar

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

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

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

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

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

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

Forward-Looking Statements

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

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

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

Additional Information

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

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

Participants in the Solicitation

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

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

No Offer and Non-Solicitation

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


Contacts

For inquiries regarding Polestar:
Jonathan Goodman
Polestar
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Andrew Lytheer
Polestar
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John Paolo Canton
Polestar
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