Business Wire News

MIAMI BEACH, Fla.--(BUSINESS WIRE)--RMG Acquisition Corporation II (NASDAQ: RMGB) (“RMG II”), a publicly-traded special purpose acquisition company, today announced that its stockholders voted to approve the previously announced business combination with ReNew Power Private Ltd. (“ReNew”), and all other proposals presented at RMG II’s extraordinary general meeting of shareholders (the “Extraordinary General Meeting”) held on August 16, 2021.


Approximately 88% of the votes cast on the business combination proposal at the Extraordinary General Meeting were in favor of approving the business combination proposal. RMG II plans to file the results of the Extraordinary General Meeting, as tabulated by an independent inspector of elections, on a Form 8-K with the Securities and Exchange Commission (the “SEC”) today.

Subject to the satisfaction or waiver of the other customary closing conditions, the business combination is expected to close on August 23, 2021. As announced previously, the business combination will be effected through a newly-incorporated holding company, ReNew Energy Global plc (“ReNew Global”). RMG II will become a wholly-owned subsidiary of ReNew Global, and ReNew Global’s class A shares and warrants are expected to commence trading on the Nasdaq Global Select Market, which has the highest initial listing standards of any exchange in the world, under the symbols “RNW” and “RNWWW”, respectively, on August 24, 2021. Further, at the closing of the business combination each RMG II unit will separate into its components, which are one RMG II class A share and one-third of one warrant. The holders of RMG II class A shares and warrants will receive equivalent securities of ReNew Global. Following this, the RMG II units, shares and warrants will be delisted from the Nasdaq Capital Market.

About RMG Acquisition Corporation II

RMG Acquisition Corporation II (NASDAQ: RMGB) is a blank check company formed for the purpose of effecting a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization or other similar business combination with one or more businesses. RMG II raised $345 million in its December 14, 2020 IPO, which was upsized due to strong demand and included the underwriters’ full over-allotment option. RMG II is sponsored and led by the management team of Jim Carpenter, Bob Mancini, and Phil Kassin, who together have over 100 years of combined principal investment, operational, transactional, and CEO and public company board level leadership experience. RMG II intends to capitalize on the ability of its management team to identify, acquire and operate businesses across a broad range of sectors that may provide opportunities for attractive long-term risk-adjusted returns. www.rmgacquisition.com/

About ReNew Power

ReNew Power Private Limited is India’s leading renewable energy independent power producer (IPP) by capacity and is the 10th largest global renewable IPP by operational capacity. ReNew develops, builds, owns, and operates utility-scale wind energy projects, utility-scale solar energy projects, utility-scale firm power projects and distributed solar energy projects. As of March 31st, 2021, ReNew Power had a total capacity of approximately 10 GW of wind and solar energy projects across India, including commissioned and committed projects. ReNew has a strong track record of organic and inorganic growth. ReNew’s current group of shareholders contain several marquee investors including Goldman Sachs, CPP Investments, Abu Dhabi Investment Authority, GEF SACEF and JERA.

For more information, please visit: www.renewpower.in; Follow ReNew Power on Twitter @ReNew_Power

Forward Looking Statements

This press release includes “forward-looking statements” within the meaning of US federal securities laws with respect to the proposed business combination between RMG II, ReNew Global and ReNew, including statements regarding the anticipated timing of the business combination. These forward-looking statements generally are identified by the words “believe,” “project,” “expect,” “anticipate,” “estimate,” “intend,” “strategy,” “future,” “opportunity,” “plan,” “may,” “should,” “will,” “would,” “will be,” “will continue,” “will likely result,” and similar expressions. Forward-looking statements are predictions, projections and other statements about future events that are based on current expectations and assumptions and, as a result, are subject to risks and uncertainties. Many factors could cause actual future events to differ materially from the forward-looking statements in this press release, including but not limited to: (i) the risk that the business combination may not be completed in a timely manner or at all, which may adversely affect the price of RMG II’s securities, (ii) the risk that the transaction may not be completed by RMG II’s business combination deadline and the potential failure to obtain an extension of the business combination deadline if sought by RMG II, (iii) the failure to satisfy the conditions to the consummation of the business combination, including the satisfaction of the minimum trust account amount following redemptions by RMG II’s public shareholders, (iv) the lack of a third party valuation in determining whether or not to pursue the proposed transaction, (v) the occurrence of any event, change or other circumstance that could give rise to the termination of the business combination agreement and plan of merger, (vi) the effect of the announcement or pendency of the transaction on ReNew Power’s business relationships, performance, and business generally, (vii) risks that the proposed transaction disrupts current plans of ReNew Power or diverts management’s attention from ReNew Power’s ongoing business operations and potential difficulties in ReNew Power employee retention as a result of the proposed transaction, (viii) the outcome of any legal proceedings that may be instituted against ReNew Power, RMG II or their respective directors or officers related to the business combination agreement and plan of merger or the proposed transaction, (ix) the amount of the costs, fees, expenses and other charges related to the proposed transaction, (x) the ability to maintain the listing of RMG II’s securities on The Nasdaq Stock Market LLC, (xi) the price of RMG II’s securities may be volatile due to a variety of factors, including changes in the competitive and highly regulated industries in which ReNew Power plans to operate, variations in performance across competitors, changes in laws and regulations affecting ReNew Power’s business and changes in the combined capital structure, (xii) the ability to implement business plans, forecasts, and other expectations after the completion of the proposed transaction, and identify and realize additional opportunities, including the conversion of pre-orders into binding orders, (xiii) the ability of RMG II to issue equity or equity-linked securities in connection with the transaction or in the future, (xiv) the risk of downturns in the renewable energy industry and (xv) the impact of the global COVID-19 pandemic on any of the foregoing. The foregoing list of factors is not exhaustive. You should carefully consider the foregoing factors and the other risks and uncertainties described in the “Risk Factors” section of ReNew Global’s registration statement on Form F-4, the proxy statement/consent solicitation statement/prospectus discussed below, RMG II’s amendment no. 2 to its Annual Report on Form 10-K/A and other documents filed by ReNew Global or RMG II from time to time with the SEC. These filings identify and address other important risks and uncertainties that could cause actual events and results to differ materially from those contained in the forward-looking statements.

Forward-looking statements speak only as of the date they are made. Readers are cautioned not to put undue reliance on forward-looking statements, and ReNew Global, ReNew and RMG II assume no obligation and do not intend to update or revise these forward-looking statements, whether as a result of new information, future events, or otherwise. Neither ReNew nor RMG II gives any assurance that either ReNew or RMG II will achieve its expectations. The inclusion of any statement in this communication does not constitute an admission by ReNew or RMG II or any other person that the events or circumstances described in such statement are material.


Contacts

ReNew Power
Media Enquiries
Arijit Banerjee
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+91 9811609245

Madhur Kalra
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+91 9999016790

Investor Enquiries
Nathan Judge, CFA
Investor Relations
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RMG Acquisition Corporation II
For Media & Investors:
Philip Kassin
President & Chief Operating Officer
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DUBLIN--(BUSINESS WIRE)--The "Global Choke and Kill Manifold Market 2021-2025" report has been added to ResearchAndMarkets.com's offering.


The publisher has been monitoring the choke and kill manifold market and it is poised to grow by $209.61 million during 2021-2025, progressing at a CAGR of about 2% during the forecast period.

The report on choke and kill manifold market provides a holistic analysis, market size and forecast, trends, growth drivers, and challenges, as well as vendor analysis covering around 25 vendors.

The report offers an up-to-date analysis regarding the current global market scenario, latest trends and drivers, and the overall market environment. The market is driven by the increase in global rig count and prevention of oil and gas spills.

The choke and kill manifold market analysis include application segment and geographic landscape. This study identifies the rise in consumption of oil and gas as one of the prime reasons driving the choke and kill manifold market growth during the next few years.

Companies Mentioned

  • Awaltek Sdn. Bhd.
  • AXON Pressure Products Inc.
  • EthosEnergy Group Ltd.
  • GTP solutions
  • National Oilwell Varco Inc.
  • Schlumberger Ltd.
  • TechnipFMC Plc
  • Worldwide Oilfield Machine
  • Yantai Jereh Oilfield Services Group Co. Ltd.
  • Camtop (Shanghai) Machinery Equipment Co. Ltd.

The report on choke and kill manifold market covers the following areas:

  • Choke and kill manifold market sizing
  • Choke and kill manifold market forecast
  • Choke and kill manifold market industry analysis

The study was conducted using an objective combination of primary and secondary information including inputs from key participants in the industry. The report contains a comprehensive market and vendor landscape in addition to an analysis of the key vendors.

The publisher presents a detailed picture of the market by the way of study, synthesis, and summation of data from multiple sources by an analysis of key parameters such as profit, pricing, competition, and promotions. It presents various market facets by identifying the key industry influencers. The data presented is comprehensive, reliable, and a result of extensive research - both primary and secondary. The market research reports provide a complete competitive landscape and an in-depth vendor selection methodology and analysis using qualitative and quantitative research to forecast the accurate market growth.

Key Topics Covered:

1. Executive Summary

  • Market overview

2. Market Landscape

  • Market ecosystem
  • Value chain analysis

3. Market Sizing

  • Market definition
  • Market segment analysis
  • Market size 2020
  • Market outlook: Forecast for 2020 - 2025

4. Five Forces Analysis

  • Five forces analysis 2020 & 2025
  • Bargaining power of buyers
  • Bargaining power of suppliers
  • Threat of new entrants
  • Threat of substitutes
  • Threat of rivalry
  • Market condition

5. Market Segmentation by Application

  • Market segments
  • Comparison by Application
  • Onshore - Market size and forecast 2020-2025
  • Offshore - Market size and forecast 2020-2025
  • Market opportunity by Application

6. Customer landscape

  • Customer landscape

7. Geographic Landscape

  • Geographic segmentation
  • Geographic comparison
  • North America - Market size and forecast 2020-2025
  • MEA - Market size and forecast 2020-2025
  • Europe - Market size and forecast 2020-2025
  • APAC - Market size and forecast 2020-2025
  • South America - Market size and forecast 2020-2025
  • Key leading countries
  • Market opportunity By Geographical Landscape
  • Market drivers
  • Market challenges
  • Market trends

8. Vendor Landscape

  • Overview
  • Landscape disruption

9. Vendor Analysis

10. Appendix

For more information about this report visit https://www.researchandmarkets.com/r/i7h4uq


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

CARNEGIE, Pa.--(BUSINESS WIRE)--Ampco-Pittsburgh Corporation (NYSE: AP) (the "Corporation") announced today that it would be presenting at the virtual Midwest IDEAS Investor Conference on August 26, 2021.


J. Brett McBrayer, Chief Executive Officer, will present a corporate overview and update for registered investors and other conference attendees.

The Corporation's presentation will be webcast and is scheduled to be accessible at 8:00 am ET on August 25, 2021, on the IDEAS conference website at www.IDEASconferences.com. In addition, an archive of the webcast and presentation materials will be available on the Investors section of the Corporation's website at http://ampcopgh.com/earnings-webcasts/ following the live event.

Mr. McBrayer and Michael McAuley, Senior Vice President, Chief Financial Officer and Treasurer, will also be participating in virtual one-on-one investor meetings. If interested in participating or learning more about the IDEAS conferences, please contact Lacey Wesley at (817) 769 -2373 or This email address is being protected from spambots. You need JavaScript enabled to view it..

About IDEAS Investor Conferences

The mission of the IDEAS Conferences is to provide independent regional venues for quality companies to present their investment merits to an influential audience of investment professionals. Unlike traditional bank-sponsored events, IDEAS Investor Conferences are "SPONSORED BY INVESTORS. FOR INVESTORS." and for the benefit of regional investment communities. Conference sponsors collectively have more than $200 billion in assets under management and include: 1102 Partners, Adirondack Research and Management, Allianz Global Investors: NFJ Investment Group, Ariel Investments, Aristotle Capital Boston, Barrow Hanley Mewhinney & Strauss, BMO Global Asset Management, Constitution Research & Management, Inc., Fidelity Investments, First Wilshire Securities Management, Inc., Gamco Investors, Granahan Investment Management, Great Lakes Advisors, Greenbrier Partners Capital Management, LLC, GRT Capital Partners, LLC, Hodges Capital Management, Ironwood Investment Management, Keeley Teton Advisors, Luther King Capital Management, Marble Harbor Investment Counsel, Perritt Capital Management, Punch & Associates, Westwood Holdings Group, Inc., and William Harris Investors.

The IDEAS Investor Conferences are held annually in Boston, Chicago and Dallas and are produced by Three Part Advisors, LLC. Additional information about the events can be located at www.IDEASconferences.com.

About Ampco-Pittsburgh Corporation

Ampco-Pittsburgh Corporation manufactures and sells highly engineered, high-performance specialty metal products and customized equipment utilized by industry throughout the world. Through its operating subsidiary, Union Electric Steel Corporation, it is a leading producer of forged and cast rolls for the global steel and aluminum industry. It also manufactures open-die forged products that principally are sold to customers in the steel distribution market, oil and gas industry, and the aluminum and plastic extrusion industries. The Corporation is also a producer of air and liquid processing equipment, primarily custom-engineered finned tube heat exchange coils, large custom air handling systems, and centrifugal pumps. It operates manufacturing facilities in the United States, United Kingdom, Sweden, Slovenia, and participates in three operating joint ventures located in China. It has sales offices in North and South America, Asia, Europe, and the Middle East. Corporate headquarters is located in Carnegie, Pennsylvania.

Forward-Looking Statements

The Private Securities Litigation Reform Act of 1995 (the "Act") provides a safe harbor for forward-looking statements made by or on behalf of Ampco-Pittsburgh Corporation (the "Corporation"). This press release may include, but is not limited to, statements about operating performance, trends, events that the Corporation expects or anticipates will occur in the future, statements about sales and production levels, restructurings, the impact from global pandemics (including COVID-19), profitability and anticipated expenses, future proceeds from the exercise of outstanding warrants, and cash outflows. All statements in this document other than statements of historical fact are statements that are, or could be, deemed "forward-looking statements" within the meaning of the Act and words such as "may," "will," "intend," "believe," "expect," "anticipate," "estimate," "project," "forecast" and other terms of similar meaning that indicate future events and trends are also generally intended to identify forward-looking statements. Forward-looking statements speak only as of the date on which such statements are made, are not guarantees of future performance or expectations, and involve risks and uncertainties. For the Corporation, these risks and uncertainties include, but are not limited to: cyclical demand for products and economic downturns; excess global capacity in the steel industry; fluctuations of the value of the U.S. dollar relative to other currencies; increases in commodity prices or shortages of key production materials; consequences of global pandemics (including COVID-19); changes in the existing regulatory environment; new trade restrictions and regulatory burdens associated with "Brexit"; inability of the Corporation to successfully restructure its operations; limitations in availability of capital to fund the Corporation's operations and strategic plan; inoperability of certain equipment on which the Corporation relies; work stoppage or another industrial action on the part of any of the Corporation's unions; liability of the Corporation's subsidiaries for claims alleging personal injury from exposure to asbestos-containing components historically used in certain products of those subsidiaries; inability to satisfy the continued listing requirements of the New York Stock Exchange or NYSE American; failure to maintain an effective system of internal control; potential attacks on information technology infrastructure and other cyber-based business disruptions; and those discussed more fully elsewhere in this report and in documents filed with the Securities and Exchange Commission by the Corporation, particularly in Item 1A, Risk Factors, in Part I of the Corporation's latest Annual Report on Form 10-K. The Corporation cannot guarantee any future results, levels of activity, performance or achievements. In addition, there may be events in the future that the Corporation may not be able to predict accurately or control which may cause actual results to differ materially from expectations expressed or implied by forward-looking statements. Except as required by applicable law, the Corporation assumes no obligation, and disclaims any obligation, to update forward-looking statements whether as a result of new information, events or otherwise.


Contacts

Melanie L. Sprowson
Director, Investor Relations
(412) 429-2454
This email address is being protected from spambots. You need JavaScript enabled to view it.

DUBLIN--(BUSINESS WIRE)--The "US Acoustic Sensing Technologies Growth Opportunities" report has been added to ResearchAndMarkets.com's offering.


This report analyzes the state of acoustic sensing technologies in the United States.

Naval acoustics is the most important segment; its development is mostly in response to the advances of US adversary world powers, especially the progress of China's naval programs.

The development of naval acoustics is on a two-track basis to equip an entire unmanned fleet, which comprises offensive unmanned undersea and surface vehicles and a defensive underwater network of unmanned devices. Other segments in this study are acoustic detection devices of unmanned air vehicles, acoustic detection of gunshots, and acoustic devices as non-lethal weapons.

Information to derive spending data is from US 2019-21 defense budget documents. The data includes expenditures for research, development, testing, and evaluation, and procurement. Some development projects involve classified sensitive information not releasable to the public; therefore, the actual current and future spending may be higher than forecast.

The competitive landscape for this analysis is compiled from defense contracts awarded during the fiscal years 2019-21. The ranking of competitors is according to the awarded contracts' total face value.

Drivers and restraints cited in this analysis are primarily for naval acoustic technologies. Additional drivers and restraints are expected to arise when the development phase completes and production commences. The military sonar market's future is promising due to the US Navy's strategic decision to almost double its fleet in the coming decades.

The analysis also highlights viable growth opportunities for companies currently involved in acoustic sensors development and those contemplating to enter the future acoustic sensing technologies market.

Key Topics Covered:

Strategic Imperatives

Why Is It Increasingly Difficult to Grow?

The Strategic Imperative

The Impact of the Top Three Strategic Imperatives on the Acoustic Sensing Technologies Industry

Growth Opportunities Fuel the Growth Pipeline Engine

Growth Opportunity Analysis

Acoustic Sensing Technologies Market Scope of Analysis

Acoustic Sensing Technologies Segmentation

Acoustic Sensing Technologies Key Competitors by Segment

Growth Drivers for Acoustic Sensing Technologies

Growth Restraints for Acoustic Sensing Technologies

Growth Opportunity Analysis, Naval Sonars

Growth Opportunity Analysis, Naval Sonars

US Navy Acoustic Technology and Unmanned Vehicles Contract Awards Share

US Navy Program for Unmanned Vehicles

DARPA's Persistent Aquatic Living Sensors Program

DARPAs Anti-Submarine Warfare Continuous Trail Unmanned Vessel

Growth Opportunity Analysis, Shot Detection Systems

Growth Opportunity Analysis, Counter Unmanned Aircraft Systems

Growth Opportunity Analysis, Non-Lethal Weapon Acoustic Systems

Growth Opportunity Universe

Growth Opportunity 1 - Naval Sonars for Manned and Unmanned Future US Navy Fleets

Growth Opportunity 2 - Shooter Detection Systems for Networked Battle Management Systems

Growth Opportunity 3 - Acoustic Sensors for Counter Unmanned Aircraft Systems in Urban Combat

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


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

HOUSTON--(BUSINESS WIRE)--USD Partners LP (NYSE:USDP) (the “Partnership”) announced today an expansion of the downstream connectivity at its Stroud terminal. The expansion is being pursued by an affiliate of US Development Group, LLC pursuant to its development rights at the terminal, and when completed will add a pipeline connection to a second 300,000 barrel storage tank at a third party facility at the Cushing, Oklahoma, crude oil hub (the “Cushing Hub”). The expanded connectivity is expected to facilitate incremental rail-to-pipeline shipments of crude oil to the Cushing Hub by giving the terminal better capability to service multiple customers and/or multiple grades of crude oil simultaneously. The expansion is expected to be completed in the first quarter of 2022.


“We are excited about the enhanced connectivity at the Stroud terminal that this additional connection into the Cushing Hub creates,” said Jim Albertson, Senior Vice President, Commercial Development – Canada. “This expansion facilitates greater market access and enhances the Stroud terminal’s ability to increase its customer base and fee generating commitments.”

The Stroud terminal is located on 76-acres with the ability to unload one unit train per day and includes two 70,000 barrel onsite operational storage tanks and one truck bay. Additionally, the terminal is connected to the Cushing Hub by a 12-inch diameter, 17-mile pipeline today.

“As the only unit train facility connected by pipeline to the Cushing Hub, this additional connectivity enhances the strategic value and competitive advantages of our Stroud destination terminal as a rail-to-pipeline solution for our customers,” said Brad Sanders, Executive Vice President and Chief Commercial Officer for USD.

About USD Partners LP

USD Partners LP is a fee-based, growth-oriented master limited partnership formed in 2014 by US Development Group, LLC (“USD”) to acquire, develop and operate midstream infrastructure and complementary logistics solutions for crude oil, biofuels and other energy-related products. The Partnership generates substantially all of its operating cash flows from multi-year, take-or-pay contracts with primarily investment grade customers, including major integrated oil companies, refiners and marketers. The Partnership’s principal assets include a network of crude oil terminals that facilitate the transportation of heavy crude oil from Western Canada to key demand centers across North America. The Partnership’s operations include railcar loading and unloading, storage and blending in on-site tanks, inbound and outbound pipeline connectivity, truck transloading, as well as other related logistics services. In addition, the Partnership provides customers with leased railcars and fleet services to facilitate the transportation of liquid hydrocarbons and biofuels by rail.

USD, which owns the general partner of USD Partners LP, is engaged in designing, developing, owning, and managing large-scale multi-modal logistics centers and energy-related infrastructure across North America. USD solutions create flexible market access for customers in significant growth areas and key demand centers, including Western Canada, the U.S. Gulf Coast and Mexico. Among other projects, USDG, along with its partner Gibson Energy, Inc., is pursuing long-term solutions to transport heavier grades of crude oil produced in Western Canada through the construction of a Diluent Recovery Unit at the Hardisty terminal. USDG is also currently pursuing the development of a premier energy logistics terminal on the Houston Ship Channel with capacity for substantial tank storage, multiple docks (including barge and deepwater), inbound and outbound pipeline connectivity, as well as a rail terminal with unit train capabilities. For additional information, please visit texasdeepwater.com. Information on websites referenced in this release is not part of this release.

Cautionary Note Regarding Forward-Looking Statements

This press release contains forward-looking statements within the meaning of U.S. federal securities laws, including statements with respect to the timing of the completion of the Stroud terminal expansion project and whether and to what extent that the expansion project will increase the customer base, contracted cash flows, strategic value or competitive advantages of the Stroud terminal. Words and phrases such as “plans,” “expects,” “will,” “would,” “believes,” and similar expressions are used to identify such forward-looking statements. However, the absence of these words does not mean that a statement is not forward-looking. Forward-looking statements relating to the Partnership are based on management’s expectations, estimates and projections about the Partnership, its interests and the energy industry in general on the date this press release was issued. These statements are not guarantees of future performance and involve certain risks, uncertainties and assumptions that are difficult to predict. Therefore, actual outcomes and results may differ materially from what is expressed or forecast in such forward-looking statements. Factors that could cause actual results or events to differ materially from those described in the forward-looking statements include the impact of the novel coronavirus (COVID-19) pandemic and related economic downturn and changes in general economic conditions and commodity prices, as well as those factors set forth under the heading “Risk Factors” and elsewhere in the Partnership’s most recent Annual Report on Form 10-K and in the Partnership’s subsequent filings with the Securities and Exchange Commission (many of which may be amplified by the COVID-19 pandemic and the significant reductions in demand for, and fluctuations in the prices of, crude oil, natural gas and natural gas liquids). The Partnership is under no obligation (and expressly disclaims any such obligation) to update or alter its forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.

Category: Operations


Contacts

Adam Altsuler, 281-291-3995
Executive Vice President, Chief Financial Officer
This email address is being protected from spambots. You need JavaScript enabled to view it.

Jennifer Waller, 832-991-8383
Director, Financial Reporting & Investor Relations
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AKRON, Ohio--(BUSINESS WIRE)--$BW--Babcock & Wilcox Enterprises, Inc. ("B&W") (NYSE: BW) has been invited to participate in the B. Riley Securities Summer Summit, which is being held at the Proper Hotel in Santa Monica, Calif. on August 18-19, 2021.

Kenneth Young, B&W’s Chairman and Chief Executive Officer, and Louis Salamone, B&W’s Chief Financial Officer, are scheduled to hold one-on-one meetings throughout the conference. To receive additional information, request an invitation or to schedule a one-on-one meeting, please email This email address is being protected from spambots. You need JavaScript enabled to view it..

About the B. Riley Securities Summer Summit

The B. Riley Securities Summer Summit will serve as a premier destination for investors to meet with a select group of companies recommended by the firm's award-winning equity research team. The event will facilitate a scheduled series of one-on-one meetings between investors and the senior management teams of featured companies.

About B&W Enterprises

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


Contacts

Investor Contact:
Megan Wilson
Vice President, Corporate Development & Investor Relations
Babcock & Wilcox
704.625.4944 | This email address is being protected from spambots. You need JavaScript enabled to view it.

Media Contact:
Ryan Cornell
Public Relations
Babcock & Wilcox
330.860.1345 | This email address is being protected from spambots. You need JavaScript enabled to view it.

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


HIGHLIGHTS

  • Consolidated revenue of $31.9 million for second quarter 2021, an increase of 18% compared to first quarter 2021.
  • Consolidated gross margin of $4.4 million for second quarter 2021, an increase of 52% compared to first quarter 2021.
  • Net loss attributable to common unitholders of $2.9 million for the three months ended June 30, 2021.
  • Adjusted EBITDA of $0.5 million for the three months ended June 30, 2021.
  • Distributable cash flow (DCF) of ($1.4 million) for the three months ended June 30, 2021.
  • Common unit and preferred unit distributions remain suspended as Cypress focuses on reducing debt.

SECOND QUARTER 2021 SUMMARY FINANCIAL RESULTS

 

 

Three Months Ended

 

 

June 30,

 

 

2021

 

2020

 

 

(Unaudited)

 

 

(in thousands, except per unit amounts)

 

 

 

 

 

Net (loss) income

$

(2,027)

$

381

Net loss attributable to common unitholders

$

(2,899)

$

(1,349)

Net loss per limited partner unit – basic and diluted

$

(0.23)

$

(0.11)

Adjusted EBITDA (1)

$

497

$

3,121

Distributable cash flow (1)

$

(1,446)

$

255

 

(1) 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 Q2 revenue and gross margin results are meaningfully better than Q1, but our EBITDA and DCF results are still weak and disappointing. I continue to be pleased with and proud of our employees who have worked hard in a challenging COVID-19 environment that has made sales and live in-person interaction with customers difficult. We have made solid progress this year on business development courting new customers via video conference and believe the results of those efforts will be seen in future periods. The sales process typically takes many months, given how customers run tenders, select, and onboard new vendors,” said Peter C. Boylan III, Chairman, President, and CEO.

“Our Inspection Services segment has seen slow but steady improvement across all four service lines, and we are awaiting customer feedback on some significant outstanding bids. We remain focused on working capital and margins with customers. Volumes improved in our Environmental Services segment as activity and drilling rigs increased in North Dakota.”

“We remain focused on long-term diversification efforts to offer our inspection services to other industries, including municipal infrastructure, water, sewer, electrical transmission, bridge infrastructure, and renewables (such as wind, solar, and hydroelectric). During the quarter, we submitted several additional bids and are awaiting the outcome. Year to date, approximately 50% of our inspection work is for regulated public utility companies that are not exposed to commodity price risk.”

“Our leverage remains elevated given the decline in our trailing twelve-month EBITDA. Despite reducing our outstanding indebtedness under our credit facility by 11% or $6.7 million from December 31, 2020, we still have too much debt for our current earnings. The lenders under our credit facility have agreed to amend the facility to remove the financial covenant ratios for the remaining term of the facility, which matures in May 2022. We appreciate that the lenders have remained supportive as we navigate the current challenging market conditions.”

SEGMENT UPDATE

Inspection Services

  • During the second quarter Cypress had an average headcount of 473 inspectors working throughout the United States. Although several large projects that had been previously awarded were cancelled in 2020 with the economic downturn, Cypress continues to bid and win new work. Headcount in 2021 has remained low, as customers continue to evaluate their spending plans. Cypress has remained focused on its margins with each customer. The monthly average inspector headcount reached a low of approximately 440 in January 2021 and increased to approximately 480 in June 2021.
  • A significant majority of the Inspection Services segment’s revenues during 2021 have been generated from maintenance projects and from services to public utility customers, rather than from new construction projects tied to commodity prices.
  • Cypress continues to aggressively pursue organic business development (despite the work-from-home environment that has precluded in-person meetings with customers) 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.
  • Legal expenses in the quarter remain elevated and were $0.7 million due primarily to costs associated with Fair Labor Standards Act employment litigation and certain other employment-related lawsuits and claims.

Pipeline & Process Services (“PPS”)

  • Activity slowed toward the end of 2020 and was slow at the start of 2021, as many projects that began prior to the pandemic were completed earlier in 2020. The PPS segment implemented substantial salary reductions, furloughs, and reductions-in-force in the first quarter 2021. Q1 Revenues were very weak but increased to $1.4 million in Q2.
  • The majority of the PPS segment’s revenues during second quarter 2021 were generated from maintenance projects, rather than new construction projects.

Water & Environmental Services (“Environmental Services”)

  • Cypress’s water treatment facilities generally receive more water when its customers’ oil production increases from the completion of new oil wells in North Dakota. Eighteen drilling rigs are currently operating in North Dakota, an increase of approximately 64% compared to only eleven at the end of 2020. This compares to 53 rigs in February 2020, prior to the COVID-19 pandemic. The volume of water processed reached a low of 0.4 million barrels in February 2021 and increased to 0.5 million barrels in June 2021.
  • Several North Dakota customers have recently divested their assets to new buyers that may have a stronger interest in expanding their production.

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, contains significant restrictions on the payment of distributions. As a result, Cypress does not expect to pay significant 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%. Any such arrearage must be settled before we can resume distributions on our common units.

SECOND QUARTER 2021 OPERATING RESULTS BY BUSINESS SEGMENT

Inspection Services

The Inspection Services segment’s results for the three months ended June 30, 2021 and 2020 were:

  • Revenue - $29.4 million and $43.3 million, respectively, a decrease of 32%.
  • Gross Margin - $3.4 million and $4.4 million, respectively, a decrease of 24%.

Pipeline & Process Services (“PPS”)

The PPS segment’s results for the three months ended June 30, 2021 and 2020 were:

  • Revenue - $1.4 million and $7.2 million, respectively, a decrease of 81%.
  • Gross Margin - $0.3 million and $2.1 million, respectively, a decrease of 85%.

Water & Environmental Services (“Environmental Services”)

The Environmental Services segment’s results for the three months ended June 30, 2021 and 2020 were:

  • Revenue - $1.1 million and $1.3 million, respectively, a decrease of 11%.
  • Gross Margin - $0.7 million and $0.8 million, respectively, a decrease of 14%.

CAPITALIZATION, LIQUIDITY, AND FINANCING

Cypress had outstanding borrowings of $55.3 million on its credit facility and cash and cash equivalents of $4.6 million at June 30, 2021. The credit facility was amended in August 2021 to remove the financial ratio covenants. As part of that amendment, the total capacity of the facility was reduced from $75 million to $70 million. As part of its efforts to reduce outstanding debt and working capital requirements, Cypress will consider all options, including asset sales and discontinuing unprofitable service lines and/or segments.

CAPITAL EXPENDITURES

During the quarter, Cypress had $0.1 million in capital expenditures, which are reflective of an attractive business model that requires minimal capital expenditures.

QUARTERLY REPORT

Cypress filed its quarterly report on Form 10-Q for the three months ended June 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, and cash distributions paid or accrued on preferred equity. 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 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 utility industries, including pipeline & infrastructure inspection, nondestructive examination testing, various integrity services, and pipeline & process 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 our 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 June 30, 2021 and December 31, 2020

(in thousands)

  

June 30,

 

December 31,

2021

 

2020

 

ASSETS

Current assets:

Cash and cash equivalents

$

4,570

 

$

17,893

 

Trade accounts receivable, net

 

21,419

 

 

18,420

 

Prepaid expenses and other

 

2,084

 

 

2,033

 

Total current assets

 

28,073

 

 

38,346

 

Property and equipment:

Property and equipment, at cost

 

26,912

 

 

26,929

 

Less: Accumulated depreciation

 

17,713

 

 

16,470

 

Total property and equipment, net

 

9,199

 

 

10,459

 

Intangible assets, net

 

16,051

 

 

17,386

 

Goodwill

 

50,428

 

 

50,389

 

Finance lease right-of-use assets, net

 

467

 

 

607

 

Operating lease right-of-use assets

 

1,733

 

 

1,987

 

Debt issuance costs, net

 

848

 

 

242

 

Other assets

 

671

 

 

570

 

Total assets

$

107,470

 

$

119,986

 

 

LIABILITIES AND OWNERS' EQUITY

Current liabilities:

Accounts payable

$

1,270

 

$

2,070

 

Accounts payable - affiliates

 

29

 

 

58

 

Accrued payroll and other

 

7,675

 

 

4,876

 

Income taxes payable

 

32

 

 

328

 

Finance lease obligations

 

239

 

 

250

 

Operating lease obligations

 

415

 

 

439

 

Current portion of long-term debt

 

55,329

 

 

-

 

Total current liabilities

 

64,989

 

 

8,021

 

Long-term debt

 

-

 

 

62,029

 

Finance lease obligations

 

187

 

 

300

 

Operating lease obligations

 

1,306

 

 

1,549

 

Other noncurrent liabilities

 

380

 

 

182

 

Total liabilities

 

66,862

 

 

72,081

 

 

Owners' equity:

Partners’ capital:

Common units (12,339 and 12,213 units outstanding at June 30, 2021 and December 31, 2020, respectively)

 

20,875

 

 

27,507

 

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

 

46,357

 

 

44,291

 

General partner

 

(25,876

)

 

(25,876

)

Accumulated other comprehensive loss

 

(2,766

)

 

(2,655

)

Total partners' capital

 

38,590

 

 

43,267

 

Noncontrolling interests

 

2,018

 

 

4,638

 

Total owners' equity

 

40,608

 

 

47,905

 

Total liabilities and owners' equity

$

107,470

 

$

119,986

 

CYPRESS ENVIRONMENTAL PARTNERS, L.P.

Unaudited Condensed Consolidated Statements of Operations

For the Three and Six Months Ended June 30, 2021 and 2020

(in thousands, except per unit data)

   

Three Months Ended June 30,

Six Months Ended June 30,

2021

2020

2021

2020

 

Revenue

$

31,856

 

$

51,688

 

$

58,802

 

$

120,171

 

Costs of services

 

27,453

 

 

44,307

 

 

51,503

 

 

104,835

 

Gross margin

 

4,403

 

 

7,381

 

 

7,299

 

 

15,336

 

 

Operating costs and expense:

General and administrative

 

4,478

 

 

4,926

 

 

8,804

 

 

10,866

 

Depreciation, amortization and accretion

 

1,236

 

 

1,211

 

 

2,475

 

 

2,419

 

Gain on asset disposals, net

 

(1

)

 

(11

)

 

(38

)

 

(23

)

Operating income

 

(1,310

)

 

1,255

 

 

(3,942

)

 

2,074

 

 

Other (expense) income:

Interest expense

 

(888

)

 

(1,152

)

 

(1,690

)

 

(2,276

)

Foreign currency gains (losses)

 

76

 

 

184

 

 

145

 

 

(273

)

Other, net

 

121

 

 

165

 

 

237

 

 

270

 

Net (loss) income before income tax expense

 

(2,001

)

 

452

 

 

(5,250

)

 

(205

)

Income tax expense (benefit)

 

26

 

 

71

 

 

(76

)

 

291

 

Net (loss) income

 

(2,027

)

 

381

 

 

(5,174

)

 

(496

)

 

Net (loss) income attributable to noncontrolling interests

 

(161

)

 

697

 

 

(655

)

 

609

 

Net loss attributable to partners / controlling interests

 

(1,866

)

 

(316

)

 

(4,519

)

 

(1,105

)

 

Net income attributable to preferred unitholder

 

1,033

 

 

1,033

 

 

2,066

 

 

2,066

 

Net loss attributable to common unitholders

$

(2,899

)

$

(1,349

)

$

(6,585

)

$

(3,171

)

 

Net loss per common limited partner unit:

Basic and diluted

$

(0.23

)

$

(0.11

)

$

(0.54

)

$

(0.26

)

 

Weighted average common units outstanding:

Basic and diluted

 

12,339

 

 

12,209

 

 

12,291

 

 

12,153

 

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

   

Three Months ended June 30,

Six Months ended June 30,

2021

 

2020

 

2021

 

2020

(in thousands)

 

Net (loss) income

$

(2,027

)

$

381

$

(5,174

)

$

(496

)

Add:

Interest expense

 

888

 

 

1,152

 

1,690

 

 

2,276

 

Depreciation, amortization and accretion

 

1,410

 

 

1,447

 

2,853

 

 

2,927

 

Income tax expense (benefit)

 

26

 

 

71

 

(76

)

 

291

 

Equity-based compensation expense

 

276

 

 

254

 

529

 

 

518

 

Foreign currency losses

 

-

 

 

-

 

-

 

 

273

 

Less:

Foreign currency gains

 

76

 

 

184

 

145

 

 

-

 

Adjusted EBITDA

$

497

 

$

3,121

$

(323

)

$

5,789

 

 

Adjusted EBITDA attributable to noncontrolling interests

 

(43

)

 

844

 

(418

)

 

906

 

Adjusted EBITDA attributable to limited partners / controlling interests

$

540

 

$

2,277

$

95

 

$

4,883

 

 

Less:

Preferred unit distributions paid or accrued

 

1,033

 

 

1,033

 

2,066

 

 

2,066

 

   

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

 

953

 

 

989

 

2,594

 

 

2,194

 

   

Distributable cash flow

$

(1,446

)

$

255

$

(4,565

)

$

623

 

Reconciliation of Net Loss Attributable to Limited Partners to Adjusted

EBITDA Attributable to Limited Partners and Distributable Cash Flow

   

Three Months ended June 30,

Six Months ended June 30,

2021

 

2020

 

2021

 

2020

(in thousands)

 

Net loss attributable to limited partners

$

(1,866

)

$

(316

)

$

(4,519

)

$

(1,105

)

Add:

Interest expense attributable to limited partners

 

886

 

 

1,152

 

 

1,685

 

 

2,276

 

Depreciation, amortization and accretion attributable to limited partners

 

1,294

 

 

1,318

 

 

2,621

 

 

2,653

 

Income tax expense (benefit) attributable to limited partners

 

26

 

 

53

 

 

(76

)

 

268

 

Equity based compensation expense attributable to limited partners

 

276

 

 

254

 

 

529

 

 

518

 

Foreign currency losses attributable to limited partners

 

-

 

 

-

 

 

-

 

 

273

 

Less:

Foreign currency gains attributable to limited partners

 

76

 

 

184

 

 

145

 

 

-

 

Adjusted EBITDA attributable to limited partners

 

540

 

 

2,277

 

 

95

 

 

4,883

 

 

Less:

Preferred unit distributions paid or accrued

 

1,033

 

 

1,033

 

 

2,066

 

 

2,066

 

Cash interest paid, cash taxes paid and maintenance capital expenditures attributable to limited partners

 

953

 

 

989

 

 

2,594

 

 

2,194

 

Distributable cash flow

$

(1,446

)

$

255

 

$

(4,565

)

$

623

 

 

 

 

Reconciliation of Net Cash Flows (Used In) Provided by Operating

Activities to Adjusted EBITDA and Distributable Cash Flow

  

Six Months ended June 30,

2021

2020

(in thousands)

 

Cash flows (used in) provided by operating activities

$

(2,820

)

$

15,432

 

Changes in trade accounts receivable, net

 

2,999

 

 

(17,516

)

Changes in prepaid expenses and other

 

(226

)

 

734

 

Changes in accounts payable and accounts payable - affiliates

 

845

 

 

115

 

Changes in accrued liabilities and other

 

 

 

 

 

(2,647

)

 

 

5,037

 

Change in income taxes payable

 

296

 

 

(292

)

Interest expense (excluding non-cash interest)

 

1,278

 

 

1,987

 

Income tax (benefit) expense (excluding deferred tax benefit)

 

(76

)

 

291

 

Other

 

28

 

 

1

 

Adjusted EBITDA

$

(323

)

$

5,789

 

 

Adjusted EBITDA attributable to noncontrolling interests

 

(418

)

 

906

 

Adjusted EBITDA attributable to limited partners / controlling interests

$

95

 

$

4,883

 

 

Less:

Preferred unit distributions paid or accrued

 

2,066

 

 

2,066

 

Cash interest paid, cash taxes paid, maintenance capital expenditures

 

2,594

 

 

2,194

 

Distributable cash flow

$

(4,565

)

$

623

 

Operating Data

   

Three Months

Six Months

Ended June 30,

Ended June 30,

2021

 

2020

 

2021

 

2020

 

Inspection Services segment:

 

 

 

 

 

 

 

 

 

 

 

 

Average number of inspectors

 

473

 

 

700

 

 

460

 

 

858

 

Average revenue per inspector per week

$

4,774

 

$

4,754

 

$

4,608

 

$

4,830

 

Inspection Services gross margins

 

11.5

%

 

10.2

%

 

10.9

%

 

10.1

%

Pipeline & Process Services segment:

 

 

 

 

 

 

 

 

 

 

 

 

Average number of field personnel

 

13

 

 

27

 

 

18

 

 

27

 

Average revenue per field personnel per week

$

8,083

 

$

20,379

 

$

3,627

 

$

14,431

 

Pipeline & Process Services gross margins

 

23.1

%

 

29.5

%

 

(10.8

)%

 

26.5

%

Environmental Services segment:

 

 

 

 

 

 

 

 

 

 

 

 

Total barrels of saltwater processed (000’s)

 

1,426

 

 

1,769

 

 

2,819

 

 

4,091

 

Average revenue per barrel

$

0.80

 

$

0.72

 

$

0.82

 

$

0.72

 

Environmental Services gross margins

 

63.6

%

 

66.3

%

 

64.7

%

 

63.5

%

Cypress consolidated:

 

 

 

 

 

 

 

 

 

 

 

 

Capital expenditures (000’s)

$

137

 

$

357

 

$

241

 

$

1,497

 

Common unit distributions (000’s)

$

-

 

$

-

 

$

-

 

$

2,564

 

Preferred unit distributions paid (000’s)

$

-

 

$

1,033

 

$

-

 

$

2,066

 

Preferred unit distributions accrued (000’s)

$

1,033

 

$

-

 

$

2,066

 

$

-

 

 


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

  • Combined technologies help advance ESG goals of reducing emissions while delivering a low total cost of ownership solution
  • Rolls-Royce to supply 14 mtu GG20V4000D2 2.6 MWe gas generator sets to Liberty by the end of 2021 through distributor Stewart & Stevenson Power Products, LLC

DENVER--(BUSINESS WIRE)--Liberty Oilfield Services Inc. (NYSE: LBRT) and Rolls-Royce announced today the selection of Rolls-Royce’s mtu gas generator sets to power Liberty’s next generation digiFracelectric frac pumps. Liberty’s digiFrac is the industry’s first purpose-built, fully integrated electric frac pump with high power density and significantly lower emissions compared to the best available frac pump technology in the market. Rolls-Royce mtu gas generator sets (gensets) will be used to power digiFrac pumps with continuous duty power that can withstand intense pressure pumping applications.


“Liberty is at the forefront of technology invention in the completion services industry and the selection of mtu engines to power digiFrac is significant in our plan for continuous improvement. We chose mtu natural gas gensets because of Rolls-Royce’s innovation potential to expand the power density of the solution over the same footprint,” commented Chris Wright, Chief Executive Officer of Liberty. “Together, these technologies advance environmental, social and corporate governance (ESG) goals of reducing emissions and delivering a low total cost of ownership solution to Liberty’s exploration and production (E&P) customers.”

Liberty’s digiFrac electric frac pump is a power-dense electric frac pump with 40% more horsepower than conventional technologies. digiFrac pumps were built with the flexibility to utilize the most efficient power options. Using a natural gas fueled genset, digiFrac will have at least 25% lower emissions compared to other off grid power sources. The continuous duty mtu gas gensets, which are already being utilized in stationary oil and gas applications globally, can be powered with LNG, CNG or field gas resulting in significant fuel savings compared to diesel-powered units.

The first systems from Rolls Royce will be purchased by Liberty in 2022 in conjunction with the commercialization of Liberty’s digiFrac electric frac fleet. mtu distributor, Stewart & Stevenson Power Products, LLC, will supply the generator sets to Liberty and package through their manufacturing group, United Engines Manufacturing, LLC.

“The careful evaluation of sources of power generation for the power-dense operations led our team to determine that natural gas fueled reciprocating engines are the best power solution for hydraulic fracturing applications. Gas reciprocating engines are meaningfully more efficient than alternative off grid power sources in managing large transient loads and variations in ambient temperature and pressure,” said Ron Gusek, President of Liberty. “When commercialized, Liberty will offer the industry’s first complete, designed-for-purpose electric suite of frac technology, including the digiFrac pump and power solution and our electric wireline and backside equipment. This will be the industry’s most advanced frac system available, providing a high degree of operational control and efficiency and the lowest emissions profile on the market.”

“This project is the result of the hard work of our oil and gas team, which was tasked with populating the market with products focused around the Rolls-Royce Power Systems PS 2030 strategy – aimed at transforming the company into an integrated, sustainable power solutions provider and delivering systems to electrify industries which aid in the reduction of greenhouse gas emissions,” said Dave Bosco, Senior Sales and Business Development Manager of Global Oil and Gas for Rolls-Royce Power Systems. “Our mtu GG20V4000D2 gas genset is already a proven component in stationary applications operating in the Middle East and is now being cross released into the mobile oilfield equipment market.”

“These gensets allow for high operating time before needed overhaul, offer continuous duty power delivery for intense pressure pumping applications, and have the ability to integrate into complete systems for delivery of best-in-class performance and efficiency,” added Bosco. “They are capable of operating for 8,000 hours per year under full load applications and are built for the oilfield of tomorrow, today.”

To learn more about the latest e-frac solutions, plus the newest technologies and market trends impacting the oil and gas industry, visit the mtu booth (#1034) at the upcoming Offshore Technology Conference (OTC) in Houston, TX from Aug. 16-19.

Press photos are available for download from https://www.mtu-solutions.com/eu/en/news-and-media/media-center.html

About Liberty

Liberty is a leading North American oilfield services firm that offers one of the most innovative suites of completion services and technologies to onshore oil and natural gas exploration and production companies. Liberty was founded in 2011 with a relentless focus on developing and delivering next generation technology for the sustainable development of unconventional energy resources in partnership with our customers. Liberty is headquartered in Denver, Colorado. For more information about Liberty, please contact Investor Relations at This email address is being protected from spambots. You need JavaScript enabled to view it.

About Rolls-Royce Holdings plc

  1. Rolls-Royce pioneers the power that matters to connect, power and protect society. We have pledged to achieve net zero greenhouse gas emissions in our operations by 2030 [excluding product testing] and joined the UN Race to Zero campaign in 2020, affirming our ambition to play a fundamental role in enabling the sectors in which we operate achieve net zero carbon by 2050.
  2. Rolls-Royce Power Systems is headquartered in Friedrichshafen in southern Germany and employs around 9,000 people. The product portfolio includes mtu-brand high-speed engines and propulsion systems for ships, power generation, heavy land, rail and defence vehicles and for the oil and gas industry as well as diesel and gas systems and battery containers for mission critical, standby and continuous power, combined generation of heat and power, and microgrids.
  3. Rolls-Royce has customers in more than 150 countries, comprising more than 400 airlines and leasing customers, 160 armed forces and navies, and more than 5,000 power and nuclear customers.
  4. Annual underlying revenue was £11.76 billion in 2020 and we invested £1.25 billion on research and development. We also support a global network of 28 University Technology Centres, which position Rolls-Royce engineers at the forefront of scientific research.

Liberty Forward-Looking and Cautionary Statements

The information above includes “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. All statements, other than statements of historical facts included herein, are forward-looking statements. These forward-looking statements are identified by their use of terms and phrases such as “may,” “expect,” “estimate,” “outlook,” “project,” “plan,” “believe,” “intend,” “achievable,” “anticipate,” “will,” “continue,” “potential,” “likely,” “should,” “could,” and similar terms and phrases. Although we believe that the expectations reflected in these forward-looking statements are reasonable, they do involve certain assumptions, risks and uncertainties. These forward-looking statements represent our expectations or beliefs concerning future events, and it is possible that the results described in this earnings release will not be achieved. These forward-looking statements are subject to certain risks, uncertainties and assumptions identified above or as disclosed from time to time in Liberty's filings with the Securities and Exchange Commission. As a result of these factors, actual results may differ materially from those indicated or implied by such forward-looking statements.

Any forward-looking statement speaks only as of the date on which it is made, and, except as required by law, we do not undertake any obligation to update or revise any forward-looking statement, whether as a result of new information, future events or otherwise. New factors emerge from time to time, and it is not possible for us to predict all such factors. When considering these forward-looking statements, you should keep in mind the risk factors and other cautionary statements in “Item 1A. Risk Factors” included in our Annual Report on Form 10-K for the year ended December 31, 2020 as filed with the SEC on February 24, 2021 and in our other public filings with the SEC. These and other factors could cause our actual results to differ materially from those contained in any forward-looking statements.


Contacts

Michael Stock
Chief Financial Officer
Phone: +1 303 515 2851
E-mail: This email address is being protected from spambots. You need JavaScript enabled to view it.

Jennifer Riley
Rolls-Royce Solutions America Inc.
Phone: +1 248 560 8488
E-mail: This email address is being protected from spambots. You need JavaScript enabled to view it.

HOUSTON--(BUSINESS WIRE)--Microvast Holdings, Inc. (NASDAQ: MVST), a technology innovator that designs, develops and manufactures lithium-ion battery solutions, today announced the consolidated financial results for Microvast, Inc. (“Microvast”), its wholly owned subsidiary, for the quarter ended June 30, 2021 (“Q2 2021”). These business results were achieved prior to the completion of the business combination with Tuscan Holdings Corp. (“Tuscan”) on July 23, 2021.


Business Results

Q2 2021 revenue was $33.4 million, an increase of 53.8% from $21.7 million for the quarter ended June 30, 2020 (“Q2 2020”). Gross loss in Q2 2021 was $6.8 million, compared to gross profit of $3.6 million in Q2 2020, and was negatively impacted by: 1) inventory write-downs for certain legacy products, 2) higher proportion of sales generated in China with lower average selling price compared to regions outside of China in the prior period, 3) a lower volume of orders placed for a specific manufacturing line as a result of the industry-wide semiconductor shortage, which resulted in a higher manufacturing cost per unit, and 4) increased raw material prices compared to Q2 2020. Net loss for Q2 2021 was $27.1 million, compared to net loss in Q2 2020 of $7.9 million.

Microvast posted solid revenue growth in Q2 2021 and we are excited to see continued growth in demand for our products,” said Yang Wu, Microvast’s Chief Executive Officer. “The closing of our recent business combination with Tuscan provided us with more than $700 million in net proceeds to execute our business plan and capitalize on the global shift to electrification. We remain focused on implementing our capacity expansion plans, winning new customers with multi-year contract awards and hiring key talent. While we have faced unanticipated challenges during the first half of this year, including global disruptions caused by material shortages, international freight delays, rising commodity prices and the continued impact of the COVID-19 pandemic, we view these as temporary challenges. We continue to expand our core customer base of leading OEMs producing a wide range of commercial vehicles and look forward to reaching new milestones.”

Our plans to add a total of 4 GWh of high-volume manufacturing capacity in our Clarksville, Tennessee and Huzhou, China facilities are moving forward,” said Shane Smith, Microvast’s Chief Operating Officer. “As a result of the delay in the closing of our business combination with Tuscan, we expect the new capacity to be online in early 2023. This timeline aligns with the updated production schedules and forecast requirements from our key customers as they also work to overcome industry-wide supply chain and logistics challenges. The demand for vehicle electrification and energy storage remains high as our customers and governments around the globe continue to emphasize the importance of clean energy. We are excited about our future opportunities.”

Business Outlook

Based on current business conditions, trends and other factors, Microvast is introducing a revenue guidance range for the fiscal year ending December 31, 2021 of $145.0 million to $155.0 million, which would represent year-over-year growth of 34.9% to 44.2% compared to $107.5 million for the fiscal year ended December 31, 2020.

In addition, Microvast expects capital expenditures to be approximately $170 million for the fiscal year ending December 31, 2021, compared to $18.6 million for the fiscal year ended December 31, 2020. Capital expenditures will primarily be related to expanding manufacturing capacity and research and development capabilities.

Microvast recently announced key strategic customer wins and will continue to collaborate with additional leading OEMs in the commercial vehicle sector on their electrification strategies. Microvast continues to believe its battery technologies are well positioned to see strong demand from OEMs of electric and fuel cell logistics and transport vehicles.

Explanatory Note

On July 23, 2021, Microvast completed its previously announced business combination with Tuscan and the resulting company was renamed Microvast Holdings, Inc. The business combination and related PIPE financing provided $708.4 million in net proceeds to support Microvast’s growth initiatives.

The business results presented in this press release are for Microvast, Inc., a wholly owned subsidiary of Microvast Holdings, Inc., for the quarter ended June 30, 2021 (prior to the completion of the business combination with Tuscan). The quarterly financial results for Microvast, Inc. for the period ended June 30, 2021 were filed with the Securities and Exchange Commission (the “SEC”) on Form 8-K/A on Monday, August 16, 2021. The quarterly financial results for Microvast Holdings, Inc. (formerly known as Tuscan Holdings Corp.) for the period ended June 30, 2021 were filed with the SEC on Form 10-Q on August 16, 2021.

About Microvast

Microvast, Inc. is a technology innovator that designs, develops and manufactures lithium-ion battery solutions. Microvast is renowned for its cutting-edge cell technology and its vertical integration capabilities which extend from core battery chemistry (cathode, anode, electrolyte, and separator) to battery packs. By integrating the process from raw material to system assembly, Microvast has developed a family of products covering a breadth of market applications. Microvast was founded in 2006 and is headquartered in Houston, Texas. More information can be found on the corporate website: www.microvast.com.

MICROVAST, INC.

 

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(In thousands of U.S. dollars, except share and per share data, or otherwise noted)

 

 

 

Three months ended

 

 

Six months ended

 

 

 

June 30,

 

 

June 30,

 

 

 

2020

 

 

2021

 

 

2020

 

 

2021

 

Revenues

 

$

21,698

 

 

$

33,372

 

 

$

28,647

 

 

$

48,310

 

Cost of revenues

 

 

(18,144

)

 

 

(40,146

)

 

 

(23,875

)

 

 

(56,321

)

Gross profit

 

 

3,554

 

 

 

(6,774

)

 

 

4,772

 

 

 

(8,011

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Operating expenses:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

General and administrative expenses

 

 

(3,760

)

 

 

(6,178

)

 

 

(7,949

)

 

 

(10,752

)

Research and development expenses

 

 

(4,242

)

 

 

(5,895

)

 

 

(7,960

)

 

 

(9,681

)

Selling and marketing expenses

 

 

(2,686

)

 

 

(3,706

)

 

 

(6,008

)

 

 

(6,862

)

Total operating expenses

 

 

(10,688

)

 

 

(15,779

)

 

 

(21,917

)

 

 

(27,295

)

Subsidy income

 

 

650

 

 

 

213

 

 

 

841

 

 

 

2,131

 

Loss from operations

 

 

(6,484

)

 

 

(22,340

)

 

 

(16,304

)

 

 

(33,175

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Other income and expenses:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest income

 

 

125

 

 

 

111

 

 

 

436

 

 

 

207

 

Interest expense

 

 

(1,357

)

 

 

(1,537

)

 

 

(2,837

)

 

 

(3,383

)

Loss on changes in fair value of convertible notes

 

 

-

 

 

 

(3,243

)

 

 

-

 

 

 

(6,843

)

Other expense, net

 

 

(4

)

 

 

49

 

 

 

(5

)

 

 

44

 

Loss before provision for income taxes

 

 

(7,720

)

 

 

(26,960

)

 

 

(18,710

)

 

 

(43,150

)

Income tax expense

 

 

(137

)

 

 

(109

)

 

 

(275

)

 

 

(218

)

Net loss

 

$

(7,857

)

 

$

(27,069

)

 

$

(18,985

)

 

$

(43,368

)

Cautionary Statement Regarding Forward-Looking Statements

This communication contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements include, but are not limited to, statements about future financial and operating results, our plans, objectives, expectations and intentions with respect to future operations, products and services; and other statements identified by words such as “will likely result,” “are expected to,” “will continue,” “is anticipated,” “estimated,” “believe,” “intend,” “plan,” “projection,” “guidance,” “outlook” or words of similar meaning. These forward-looking statements include, but are not limited to, statements regarding Microvast’s industry and market sizes, future opportunities for Microvast and the combined company and Microvast’s estimated future results. Such forward-looking statements are based upon the current beliefs and expectations of our management and are inherently subject to significant business, economic and competitive uncertainties and contingencies, many of which are difficult to predict and generally beyond our control. Actual results and the timing of events may differ materially from the results anticipated in these forward-looking statements.

In addition to factors identified elsewhere in this communication, the following factors, among others, could cause actual results and the timing of events to differ materially from the anticipated results or other expectations expressed in the forward-looking statements: (1) a delay or failure to realize the expected benefits from the business combination; (2) the impact of the ongoing COVID-19 pandemic; (3) changes in the highly competitive market in which Microvast competes, including with respect to its competitive landscape, technology evolution or regulatory changes; (4) changes in the markets that Microvast targets; (5) risk that Microvast may not be able to execute its growth strategies or achieve profitability; (6) the risk that Microvast is unable to secure or protect its intellectual property; (7) the risk that Microvast’s customers or third-party suppliers are unable to meet their obligations fully or in a timely manner; (8) the risk that Microvast’s customers will adjust, cancel, or suspend their orders for Microvast’s products; (9) the risk that Microvast will need to raise additional capital to execute its business plan, which may not be available on acceptable terms or at all; (10) the risk of product liability or regulatory lawsuits or proceedings relating to Microvast’s products or services; (11) the risk that Microvast may not be able to develop and maintain effective internal controls; (12) the outcome of any legal proceedings that may be instituted against Microvast or any of its directors or officers; and (13) risks of operations in the People’s Republic of China.

Actual results, performance or achievements may differ materially, and potentially adversely, from any projections and forward-looking statements and the assumptions on which those forward-looking statements are based. There can be no assurance that the data contained herein is reflective of future performance to any degree. You are cautioned not to place undue reliance on forward-looking statements as a predictor of future performance as projected financial information and other information are based on estimates and assumptions that are inherently subject to various significant risks, uncertainties and other factors, many of which are beyond our control. All information set forth herein speaks only as of the date hereof in the case of information about Microvast or the date of such information in the case of information from persons other than Microvast, and we disclaim any intention or obligation to update any forward-looking statements as a result of developments occurring after the date of this communication. Forecasts and estimates regarding Microvast’s industry and end markets are based on sources we believe to be reliable, however there can be no assurance these forecasts and estimates will prove accurate in whole or in part. Annualized, pro forma, projected and estimated numbers are used for illustrative purpose only, are not forecasts and may not reflect actual results.


Contacts

Investor Relations
Sarah Alexander
This email address is being protected from spambots. You need JavaScript enabled to view it.
(346) 309-2562

DENVER--(BUSINESS WIRE)--Liberty Oilfield Services Inc. (NYSE: LBRT; “Liberty” or the “Company”) announced today it will host investor meetings at the following conferences.


  • Enercom’s The Oil & Gas Conference on August 16 and 17
  • Bank of America’s Fall Energy Summit on August 24
  • Seaport 10th Annual Summer Investment Conference on August 24 and 25

A link to the webcast presentation, if applicable, and a copy of the slides that may be used during the meetings will be available on the Liberty website at http://investors.libertyfrac.com.

About Liberty

Liberty is a leading North American oilfield services firm that offers one of the most innovative suites of completion services and technologies to onshore oil and natural gas exploration and production companies. Liberty was founded in 2011 with a relentless focus on developing and delivering next generation technology for the sustainable development of unconventional energy resources in partnership with our customers. Liberty is headquartered in Denver, Colorado. For more information about Liberty, please contact Investor Relations at This email address is being protected from spambots. You need JavaScript enabled to view it..

Liberty uses its website as a channel of distribution for material company information. Such information is routinely posted and accessible on its Investor Relations website at www.libertyfrac.com


Contacts

Michael Stock
Chief Financial Officer
303-515-2851
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SPRING, Texas--(BUSINESS WIRE)--Southwestern Energy Company (“Southwestern Energy”) (NYSE: SWN) today announced the pricing of its upsized public offering (the “Offering”) of $1,200,000,000 aggregate principal amount of 5.375% senior notes due 2030 (the “Notes”). The Notes will be sold to the public at a price of 100% of their face value. The expected closing date for the Offering is August 30, 2021, subject to the satisfaction of customary closing conditions.


Southwestern Energy intends to use the net proceeds from the Offering to fund its previously announced tender offers, as amended, and consent solicitation for, or redemption of, certain series of its outstanding senior notes, to repay borrowings under its Credit Agreement and the remainder, if any, to repay other indebtedness or for general corporate purposes.

BofA Securities, Citigroup and J.P. Morgan are acting as representatives of the underwriters and joint book-running managers for the Offering. The Offering is being made under an effective automatic shelf registration statement on Form S-3, as amended (Registration No. 333-238633), filed by Southwestern Energy with the Securities and Exchange Commission (“SEC”) and only by means of a prospectus supplement and accompanying base prospectus. A preliminary prospectus supplement has been filed with the SEC to which this communication relates. Prospective investors should read the preliminary prospectus supplement and the accompanying base prospectus included in the registration statement and other documents Southwestern Energy has filed with the SEC for more complete information about Southwestern Energy and the Offering. These documents are available at no charge by visiting EDGAR on the SEC website at http://www.sec.gov.

Alternatively, a copy of the base prospectus and the preliminary prospectus supplement may be obtained, when available, from:

BofA Securities
NC1-004-03-43
200 North College Street, 3rd floor
Charlotte, NC 28255-0001
Attention: Prospectus Department
Telephone: 1-800-294-1322
Email: This email address is being protected from spambots. You need JavaScript enabled to view it.

Citigroup
c/o Broadridge Financial Solutions
1155 Long Island Avenue
Edgewood, NY 11717
Telephone: 800-831-9146

J.P. Morgan Securities LLC
c/o Broadridge Financial Solutions
1155 Long Island Avenue
Edgewood, NY 11717
Telephone: 1-866-803-9204

This news release shall not constitute an offer to sell or the solicitation of an offer to buy these securities or any securities subject to the tender offers and consent solicitation, nor shall there be any sale of these securities, in any state or jurisdiction in which such offer, solicitation or sale of these securities would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction. This news release shall not constitute a notice of redemption for any outstanding senior notes or any securities.

About Southwestern Energy

Southwestern Energy Company is a leading U.S. producer of natural gas and natural gas liquids focused on responsibly developing large-scale energy assets in the nation’s most prolific shale gas basins. SWN’s returns-driven strategy strives to create sustainable value for its stakeholders by leveraging its scale, financial strength and operational execution.

Forward-Looking Statements

Certain statements and information in this news release may constitute “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Exchange Act, as amended. Forward-looking statements relate to future events, including, but not limited to the proposed closing of the Offering and the use of proceeds of the Offering, including the tender offers and consent solicitation and repaying a portion of the borrowings under Southwestern Energy’s credit agreement. The words “believe,” “expect,” “anticipate,” “plan,” “predict,” “intend,” “seek,” “foresee,” “should,” “would,” “could,” “attempt,” “appears,” “forecast,” “outlook,” “estimate,” “project,” “potential,” “may,” “will,” “likely,” “guidance,” “goal,” “model,” “target,” “budget” and other similar expressions are intended to identify forward-looking statements, which are generally not historical in nature. Statements may be forward looking even in the absence of these particular words. Where, in any forward-looking statement, Southwestern Energy expresses an expectation or belief as to future results, such expectation or belief is expressed in good faith and believed to have a reasonable basis. We do not intend to publicly update or revise any forward-looking statements as a result of new information, future events, changes in circumstances, or otherwise. These cautionary statements qualify all forward-looking statements attributable to us, or persons acting on our behalf. Management cautions you that the forward-looking statements contained herein are not guarantees of future performance, and we cannot assure you that such statements will be realized or that the events and circumstances they describe will occur. Factors that could cause actual results to differ materially from those anticipated or implied in the forward-looking statements herein include, but are not limited to: the timing and extent of changes in market conditions and prices for natural gas, oil and natural gas liquids (“NGLs”), including regional basis differentials and the impact of reduced demand for our production and products in which our production is a component due to governmental and societal actions taken in response to COVID-19 or other public health crises and any related company or governmental policies and actions to protect the health and safety of individuals or governmental policies or actions to maintain the functioning of national or global economies and markets; our ability to fund our planned capital investments; a change in our credit rating, an increase in interest rates and any adverse impacts from the discontinuation of the London Interbank Offered Rate; the extent to which lower commodity prices impact our ability to service or refinance our existing debt; the impact of volatility in the financial markets or other global economic factors; difficulties in appropriately allocating capital and resources among our strategic opportunities; the timing and extent of our success in discovering, developing, producing and estimating reserves; our ability to maintain leases that may expire if production is not established or profitably maintained; our ability to transport our production to the most favorable markets or at all; the impact of government regulation, including changes in law, the ability to obtain and maintain permits, any increase in severance or similar taxes, and legislation or regulation relating to hydraulic fracturing, climate and over-the-counter derivatives; the impact of the adverse outcome of any material litigation against us or judicial decisions that affect us or our industry generally; the effects of weather; increased competition; the financial impact of accounting regulations and critical accounting policies; the comparative cost of alternative fuels; credit risk relating to the risk of loss as a result of non-performance by our counterparties; and any other factors listed in the reports we have filed and may file with the SEC that are incorporated by reference herein. All written and oral forward-looking statements attributable to us are expressly qualified in their entirety by this cautionary statement.


Contacts

Investor Contact
Brittany Raiford
Director, Investor Relations
(832) 796-7906
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Bernadette Butler
Investor Relations Advisor
(832) 796-6079
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ATLANTA--(BUSINESS WIRE)--Mirion Technologies, Inc. (“Mirion”), a leading provider of detection, measurement, analysis and monitoring solutions to the nuclear, defense, medical and research end markets, today announced the launch of Mirion Lab-Pulse™ Services (“LabPulse Services”), a comprehensive value-based Internet of Things offering for High Purity Germanium systems to improve count room and laboratory uptime.

Lab-Pulse Services complements Mirion’s on-site Customer Service Agreements by providing the ability to monitor instrument data remotely. Through Lab-Pulse Services, customers receive detailed information on the state of their instruments through email notifications for each hardware alarm, monthly executive summary reports, access to an on-demand status dashboard, and personalized recommendations to allow for optimum performance and predictive maintenance. If a problem does arise, a case for each alarm is automatically routed to Mirion Technical Support for prompt review and assistance.

“The Lab-Pulse system is an exciting new service solution that allows our Services team to monitor the state of instrument health for our customers’ systems. Lab-Pulse Services is a ‘connected solution’ and Mirion’s first foray into the Internet of Things,” says Audrey Summers, Vice President of Services at Mirion. “At a high level, this means that data is sent from our devices in the field to our Lab-Pulse system in the Cloud, tracking and analyzing the data for performance within expected tolerances. If a discrepancy arises, the customer and Mirion Technical Support team are notified.”

The increased visibility into system health provided by Lab-Pulse Services will help extend operational product life and enhance the overall customer experience. Its launch is a key component of Mirion’s long-term business objectives.

“Lab-Pulse Services marks an important step in our long-term digital transformation roadmap,” said Thomas Logan, Chief Executive Officer at Mirion. “Our digital strategy is focused on using data to enhance customer experiences, improve responsiveness, and build better products and services. SaaS allows us to deliver continuous value by hosting software in the Cloud, reducing customers’ install time, costs, and maintenance efforts while allowing Mirion easier access to provide rapid updates and integration. We are excited to announce that this key new product offering is ready for our customers to experience today as part of their service agreements with Mirion.”

Mirion expects to complete its merger with GS Acquisition Holdings Corp II (NYSE: GSAH) and become a publicly listed company in the second half of 2021.

For more information on Lab-Pulse Services, visit lps.mirion.com.

About Mirion

Mirion Technologies is a leading provider of detection, measurement, analysis and monitoring solutions to the nuclear, defense, medical and research end markets. The organization aims to harness its unrivaled knowledge of ionizing radiation for the greater good of humanity. Many of the company's end markets are characterized by the need to meet rigorous regulatory standards, design qualifications and operating requirements. Headquartered in Atlanta (GA – USA), Mirion employs around 2,500 people and operates in 13 countries. For more information, and for the latest news and content from Mirion, visit Mirion.com. Mirion is currently a portfolio company of Charterhouse Capital Partners, LLP.

About GSAH

GS Acquisition Holdings Corp II (NYSE: GSAH) is a special purpose acquisition company formed for the purpose of effecting merger, stock purchase or similar business combination with one or more businesses. The company is sponsored by an affiliate of The Goldman Sachs Group, Inc. In June 2020, GSAH completed its initial public offering, raising $750 million from investors.

Forward-Looking Statements

This press release contains “forward-looking statements” within the meaning of The Private Securities Litigation Reform Act of 1995. Forward-looking statements include, without limitation, statements regarding Mirion’s product and service offerings and digital transformation roadmap and the potential business combination with GSAH. Such statements can be identified by the fact that they do not relate strictly to historical or current facts. When used in this press release, words such as “pro forma,” “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “strive,” “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. When GSAH or Mirion discusses its strategies or plans, including as they relate to the potential transaction, it is making projections, forecasts and forward-looking statements. Such statements are based on the beliefs of, as well as assumptions made by and information currently available to, GSAH’s or Mirion’s management.

These forward-looking statements involve significant risk and uncertainties that could cause the actual results to differ materially from the expected results. Most of these factors are outside GSAH’s and Mirion’s control and are difficult to predict. Factors that may cause such differences include, but are not limited to those risks and uncertainties indicated from time to time in the registration statement on Form S-4 of GSAH filed with the U.S. Securities and Exchange Commission (the “SEC”) on June 30, 2021, including those under the caption “Risk Factors” therein, and other documents filed or to be filed with the SEC by GSAH and available at the SEC’s website at http://www.sec.gov.

Forward-looking statements included in this release speak only as of the date of this release. Neither GSAH nor Mirion undertakes any obligation to update its forward-looking statements to reflect events or circumstances after the date of this release except as required by law.


Contacts

For investor inquiries:

GS Acquisition Holdings Corp
Please email: This email address is being protected from spambots. You need JavaScript enabled to view it.

For media inquiries:

Phil Denning / Nora Flaherty
E This email address is being protected from spambots. You need JavaScript enabled to view it.

Leslie Shribman
Goldman Sachs & Co. LLC
T +1 212-902-5400

HOUSTON--(BUSINESS WIRE)--Waste Management, Inc. (NYSE: WM) today announced the declaration of a quarterly cash dividend of $0.575 per share payable Sept. 17, 2021 to stockholders of record on Sept. 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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SPRING, Texas--(BUSINESS WIRE)--Southwestern Energy Company (NYSE: SWN) (the “Company”) today announced that it has commenced offers to purchase for cash (collectively, the “Tender Offers” and each a “Tender Offer”) its outstanding senior notes listed in the table below and the 2026 Consent Solicitation (as defined below), subject to the terms and conditions described in the Company’s Offer to Purchase dated August 16, 2021 (the “Offer to Purchase”).


 

 

Aggregate
Principal
Amount
Outstanding
(U.S. $)

Dollars per U.S. $1,000 Principal
Amount of Notes

Title of Notes

CUSIP
Number/ISIN

Tender Offer
Consideration(1)
(U.S. $)

Early
Tender
Premium
(U.S. $)

Total
Consideration(1,2)
(U.S. $)

7.50% Senior Notes due 2026

845467AM1

$617,622,000

$1,030

$30

$1,060

4.95% Senior Notes due 2025(3,4)

845467AL3

$856,454,000

$1,065

$30

$1,095

(1)

Does not include accrued interest, which will also be payable as provided herein.

(2)

Includes the Early Tender Premium.

(3)

On April 7, 2020, S&P downgraded the Company’s bond rating to BB-, which had the effect of increasing the interest rate on the 2025 Notes to 6.45% following the July 23, 2020 interest payment date. The first coupon payment to the holders of the 2025 Notes at the higher interest rate was paid in January 2021.

(4)

The Maximum Aggregate Principal Amount (as defined below) for the 2025 Notes (subject to increase by the Company) will be $25,000,000.

Specifically, the Company is offering to purchase any and all 7.50% Senior Notes due 2026 (the “2026 Notes”) and a maximum aggregate principal amount of up to $25,000,000 (as it may be increased by the Company, the “Maximum Aggregate Principal Amount”) of the 4.95% Senior Notes due 2025 (the “2025 Notes and, together with the 2026 Notes, the “Notes”). The Tender Offer for the 2026 Notes is referred to herein as the “Any and All Tender Offer” and the Tender Offer for the 2025 Notes is referred to as herein the “Maximum Tender Offer”.

The Company intends to purchase any and all 2026 Notes validly tendered (and not validly withdrawn). The amount of 2025 Notes that is purchased in the Maximum Tender Offer on the applicable settlement date will be subject to the proration arrangements applicable to the Maximum Tender Offer.

The Tender Offers will expire at 11:59 p.m., New York City time, at the end of the day on September 13, 2021, unless extended or terminated by the Company (the “Expiration Date”). No tenders submitted after the Expiration Date will be valid. Holders of Notes that are validly tendered (and not validly withdrawn) at or prior to 5:00 p.m., New York City time, on August 27, 2021 (subject to extension, the “Early Tender Time”) pursuant to the applicable Tender Offer will be eligible to receive the total consideration that includes the early tender premium for such series of Notes set forth in the table above (the “Early Tender Premium” and, together with the applicable Tender Offer Consideration (as defined below), the “Total Consideration”) for each $1,000 principal amount of their Notes accepted for purchase pursuant to the applicable Tender Offer. Holders of Notes validly tendering their Notes after the Early Tender Time will not be eligible to receive the Early Tender Premium and will be eligible to receive only the applicable tender offer consideration set forth in the above table (with respect to each series of Notes, the “Tender Offer Consideration”) for each $1,000 principal amount of their Notes accepted for purchase pursuant to the applicable Tender Offer. All Notes accepted for purchase pursuant to the Tender Offers will also receive accrued and unpaid interest on such Notes from the last interest payment date with respect to those Notes to, but not including, the applicable settlement date.

As part of the Tender Offers, the Company is also soliciting consents (the “2026 Consent Solicitation”) from the holders of the 2026 Notes for certain proposed amendments that would, among other things, eliminate certain of the restrictive covenants and certain events of default and reduce the optional redemption notice period under the indenture governing the 2026 Notes (the “2026 Proposed Amendments”). Adoption of the 2026 Proposed Amendments requires the consent of the holders of at least a majority of the outstanding principal amount of the 2026 Notes (the “Requisite Consents”). Each holder tendering 2026 Notes will be deemed to have consented to the 2026 Proposed Amendments with respect to all 2026 Notes tendered, and holders of 2026 Notes may not deliver consents to the 2026 Proposed Amendments without tendering their 2026 Notes. If the 2026 Proposed Amendments become operative with respect to the 2026 Notes, holders of the 2026 Notes that do not tender their 2026 Notes at or prior to the Expiration Date, or at all, will be bound by the 2026 Proposed Amendments, meaning that the 2026 Notes will no longer have the benefit of the existing terms of certain covenants and certain events of default contained in the indenture governing the 2026 Notes and will have a shorter optional redemption notice period. In addition, such holders that do not tender their 2026 Notes at or prior to the Expiration Date, or at all, will not receive either the Tender Offer Consideration or the Early Tender Premium.

Notes that have been tendered may be withdrawn from the applicable Tender Offer prior to 5:00 p.m., New York City time, on August 27, 2021 (subject to extension, the “Withdrawal Deadline”). Holders of Notes tendered after the Withdrawal Deadline cannot withdraw their Notes unless the Company is required to extend withdrawal rights under applicable law. In the case of the 2026 Notes, any withdrawal of 2026 Notes will also revoke the related consent to the 2026 Proposed Amendments. The Company reserves the right, but is under no obligation, to increase the Maximum Aggregate Principal Amount at any time, subject to applicable law. If the Company increases the Maximum Aggregate Principal Amount, it does not expect to extend the applicable Withdrawal Deadline, subject to applicable law.

The Company reserves the right, but is under no obligation, subject to the satisfaction or waiver of the conditions to the Tender Offers, to accept for purchase any or all of the 2026 Notes validly tendered (and not validly withdrawn) and to accept for purchase validly tendered (and not validly withdrawn) 2025 Notes up to the Maximum Aggregate Principal Amount, in each case at or prior to the Early Tender Time, at any point following the Early Tender Time and at or prior to the Expiration Date (the “Early Settlement Date”). The Early Settlement Date will be determined at the Company’s option and is currently expected to occur on August 31, 2021, the second business day following the Early Tender Time, subject to all conditions to any of the Tender Offers having been either satisfied or waived by the Company. If the Company elects to have an Early Settlement Date, it will accept any or all of the 2026 Notes validly tendered (and not validly withdrawn) at or prior to the Early Tender Time and will accept validly tendered (and not validly withdrawn) 2025 Notes up to the Maximum Aggregate Principal Amount. The final settlement date is expected to occur on September 15, 2021, the second business day following the Expiration Date.

Acceptance of tenders of the 2025 Notes may be subject to proration if the aggregate principal amount for all such 2025 Notes validly tendered is greater than the Maximum Aggregate Principal Amount. Furthermore, if the Maximum Tender Offer is fully subscribed as of the Early Tender Time, Holders who validly tender 2025 Notes after the Early Tender Time will not have any of their 2025 Notes accepted for purchase. The Tender Offers are not conditioned on the tender of any minimum principal amount of Notes, the consummation of any other Tender Offer in respect of any other series of Notes or (except for the effectiveness of the 2026 Proposed Amendments) obtaining any Requisite Consent. However, the Tender Offers and the 2026 Consent Solicitation are subject to, and conditioned upon, the satisfaction or waiver of certain conditions described in the Offer to Purchase, including the Company having received proceeds from a substantially concurrent debt financing of at least $1 billion aggregate principal amount (the “Financing”.) The Company reserves the right to waive the any conditions to the Tender Offers and, subject to applicable law, to modify or terminate the Tender Offers or the 2026 Consent Solicitation.

The Company expects to pay the Total Consideration for the Tender Offers with the net proceeds from the Financing. Assuming that all of the 2026 Notes are tendered at or prior to the Early Tender Time and the Maximum Tender Offer is fully subscribed as of the Early Tender Time, the Company estimates that it would need approximately $684 million to pay the Total Consideration plus related fees and expenses, not including the Accrued Interest, for tendered Notes.

The purpose of the Tender Offers is to purchase the Notes, thus retiring debt. The purpose of the 2026 Consent Solicitation is to obtain Requisite Consents to adopt the 2026 Proposed Amendments with respect to the indenture governing the 2026 Notes.

Citigroup Global Markets Inc. and BofA Securities, Inc. are the Lead Dealer Managers and Lead Solicitation Agents in the Tender Offers and the 2026 Consent Solicitation and Credit Agricole Securities (USA) Inc., MUFG Securities Americas Inc., RBC Capital Markets, LLC and Wells Fargo Securities, LLC are Co-Dealer Managers and Co-Solicitation Agents in the Tender Offers and the 2026 Consent Solicitation. Global Bondholder Services Corporation has been retained to serve as the Tender Agent and Information Agent for the Tender Offers and the 2026 Consent Solicitation. Persons with questions regarding the Tender Offers and the 2026 Consent Solicitation should contact Citigroup Global Markets Inc. at (toll free) (800) 558-3745 or (collect) (212) 723-6106 and BofA Securities, Inc. at (collect) (980) 388-3646. Requests for the Offer to Purchase should be directed to Global Bondholder Services Corporation at (toll free) (866) 807-2200 or by email to This email address is being protected from spambots. You need JavaScript enabled to view it..

None of the Company, the Dealer Managers and Solicitation Agents, the Tender and Information Agent, the trustees or any of their respective affiliates (x) makes any recommendation that Holders tender or refrain from tendering all or any portion of the principal amount of their Notes and delivering any related Consents, and no one has been authorized by any of them to make such a recommendation or (y) except as expressly set forth herein with respect to the Company, the Dealer Managers and Solicitation Agents, the Tender and Information Agent or any of their respective affiliates, makes any representations or warranties. The trustees do not assume any responsibility for the accuracy or completeness of the information concerning the Company, its affiliates or the Notes contained herein or any failure by the Company to disclose events that may have occurred and may affect the significance or accuracy of that information. Holders must make their own decision as to whether to tender their Notes and deliver related consents, and, if so, the principal amount of Notes as to which action is to be taken.

This news release shall not constitute an offer to sell, a solicitation to buy or an offer to purchase or sell any securities. The Tender Offers and the 2026 Consent Solicitation are being made only pursuant to the Offer to Purchase and only in such jurisdictions as is permitted under applicable law. In any jurisdiction in which the Tender Offers are required to be made by a licensed broker or dealer, the Tender Offers will be deemed to be made on behalf of the Company by the Dealer Managers, or one or more registered brokers or dealers that are licensed under the laws of such jurisdiction.

About Southwestern Energy Company

Southwestern Energy Company is a leading U.S. producer of natural gas and natural gas liquids focused on responsibly developing large-scale energy assets in the nation’s most prolific shale gas basins. SWN’s returns-driven strategy strives to create sustainable value for its stakeholders by leveraging its scale, financial strength and operational execution.

Forward-Looking Statements

Certain statements and information in this news release may constitute “forward-looking statements.” Forward-looking statements relate to future events, including, but not limited to the Tender Offers, the 2026 Consent Solicitation and the Financing. The words “believe,” “expect,” “anticipate,” “plan,” “predict,” “intend,” “seek,” “foresee,” “should,” “would,” “could,” “attempt,” “appears,” “forecast,” “outlook,” “estimate,” “project,” “potential,” “may,” “will,” “likely,” “guidance,” “goal,” “model,” “target,” “budget” and other similar expressions are intended to identify forward-looking statements, which are generally not historical in nature. Statements may be forward looking even in the absence of these particular words. Where, in any forward-looking statement, Southwestern Energy expresses an expectation or belief as to future results, such expectation or belief is expressed in good faith and believed to have a reasonable basis. Management cautions you that the forward-looking statements contained herein are not guarantees of future performance, and we cannot assure you that such statements will be realized or that the events and circumstances they describe will occur. Factors that could cause actual results to differ materially from those anticipated or implied in the forward-looking statements herein include, but are not limited to: the timing and extent of changes in market conditions and prices for natural gas, oil and natural gas liquids, including regional basis differentials and the impact of reduced demand for our production and products in which our production is a component due to governmental and societal actions taken in response to COVID-19 or other public health crises and any related company or governmental policies and actions to protect the health and safety of individuals or governmental policies or actions to maintain the functioning of national or global economies and markets; our ability to fund our planned capital investments; a change in our credit rating, an increase in interest rates and any adverse impacts from the discontinuation of the London Interbank Offered Rate; the extent to which lower commodity prices impact our ability to service or refinance our existing debt; the impact of volatility in the financial markets or other global economic factors; difficulties in appropriately allocating capital and resources among our strategic opportunities; the timing and extent of our success in discovering, developing, producing and estimating reserves; our ability to maintain leases that may expire if production is not established or profitably maintained; our ability to transport our production to the most favorable markets or at all; the impact of government regulation, including changes in law, the ability to obtain and maintain permits, any increase in severance or similar taxes, and legislation or regulation relating to hydraulic fracturing, climate and over-the-counter derivatives; the impact of the adverse outcome of any material litigation against us or judicial decisions that affect us or our industry generally; the effects of weather; increased competition; the financial impact of accounting regulations and critical accounting policies; the comparative cost of alternative fuels; credit risk relating to the risk of loss as a result of non-performance by our counterparties; and any other factors listed in the reports we have filed and may file with the Securities and Exchange Commission that are incorporated by reference herein. All written and oral forward-looking statements attributable to us are expressly qualified in their entirety by this cautionary statement.


Contacts

Investor Contacts
Brittany Raiford
Director, Investor Relations
(832) 796-7906
This email address is being protected from spambots. You need JavaScript enabled to view it.

Bernadette Butler
Investor Relations Advisor
(832) 796-6079
This email address is being protected from spambots. You need JavaScript enabled to view it.

SPRING, Texas--(BUSINESS WIRE)--Southwestern Energy Company (NYSE: SWN) (the “Company”) today announced an increase in the Maximum Aggregate Principal Amount (as defined below) of its previously announced offer to purchase for cash up to the Maximum Principal Amount of the Company’s 4.95% Senior Notes due 2025 (the “2025 Notes”), subject to the terms and conditions described in the Company’s Offer to Purchase dated August 16, 2021 (the “Offer to Purchase”). The Maximum Aggregate Principal Amount has been increased from $25,000,000 to $167,000,000. The terms of the previously announced Tender Offer for any and all of the Company’s 7.50% Senior Notes due 2026 and the related Consent Solicitation, each as described in the Offer to Purchase, are unchanged.


 

 

Aggregate
Principal
Amount
Outstanding
(U.S. $)

Dollars per U.S. $1,000 Principal
Amount of Notes

Title of Notes

CUSIP
Number/ISIN

Tender Offer
Consideration(1)
(U.S. $)

Early
Tender
Premium
(U.S. $)

Total
Consideration(1,2)
(U.S. $)

7.50% Senior Notes due 2026

845467AM1

$617,622,000

$1,030

$30

$1,060

4.95% Senior Notes due 2025(3,4)

845467AL3

$856,454,000

$1,065

$30

$1,095

 

________________

(1)

Does not include accrued interest, which will also be payable as provided herein.

(2)

Includes the Early Tender Premium.

(3)

On April 7, 2020, S&P downgraded the Company’s bond rating to BB-, which had the effect of increasing the interest rate on the 2025 Notes to 6.45% following the July 23, 2020 interest payment date. The first coupon payment to the holders of the 2025 Notes at the higher interest rate was paid in January 2021.

(4)

The Maximum Aggregate Principal Amount for the 2025 Notes will be $167,000,000, excluding accrued interest.

Acceptance of tenders (if any) of the 2025 Notes will be subject to proration if the aggregate principal amount, for all such 2025 Notes validly tendered (and not validly withdrawn) is greater than the Maximum Aggregate Principal Amount.

Citigroup Global Markets Inc. and BofA Securities, Inc. are the Lead Dealer Managers and Lead Solicitation Agents in the Tender Offers (as defined in the Offer to Purchase) and the related consent solicitation and Credit Agricole Securities (USA) Inc., MUFG Securities Americas Inc., RBC Capital Markets, LLC and Wells Fargo Securities, LLC are Co-Dealer Managers and Co-Solicitation Agents in the Tender Offers and the related consent solicitation. Global Bondholder Services Corporation has been retained to serve as the Tender and Information Agent for the Tender Offers and the related consent solicitation. Persons with questions regarding the Tender Offers and the related consent solicitation should contact Citigroup Global Markets Inc. at (toll free) (800) 558-3745 or (collect) (212) 723-6106 and BofA Securities, Inc. at (collect) (980) 388-3646. Requests for the Offer to Purchase should be directed to Global Bondholder Services Corporation at (toll free) (866) 807-2200 or by email to This email address is being protected from spambots. You need JavaScript enabled to view it..

This news release shall not constitute an offer to sell, a solicitation to buy or an offer to purchase or sell any securities. The Tender Offers and the related consent solicitation are being made only pursuant to the Offer to Purchase and only in such jurisdictions as is permitted under applicable law. In any jurisdiction in which the Tender Offers are required to be made by a licensed broker or dealer, the Tender Offers will be deemed to be made on behalf of the Company by the Dealer Managers (as defined in the Offer to Purchase), or one or more registered brokers or dealers that are licensed under the laws of such jurisdiction.

About Southwestern Energy

Southwestern Energy Company is a leading U.S. producer of natural gas and natural gas liquids focused on responsibly developing large-scale energy assets in the nation’s most prolific shale gas basins. SWN’s returns-driven strategy strives to create sustainable value for its stakeholders by leveraging its scale, financial strength and operational execution.

Forward-Looking Statements

Certain statements and information in this news release may constitute “forward-looking statements.” Forward-looking statements relate to future events, including, but not limited to the Tender Offers and the related consent solicitation. The words “believe,” “expect,” “anticipate,” “plan,” “predict,” “intend,” “seek,” “foresee,” “should,” “would,” “could,” “attempt,” “appears,” “forecast,” “outlook,” “estimate,” “project,” “potential,” “may,” “will,” “likely,” “guidance,” “goal,” “model,” “target,” “budget” and other similar expressions are intended to identify forward-looking statements, which are generally not historical in nature. Statements may be forward looking even in the absence of these particular words. Where, in any forward-looking statement, Southwestern Energy Company expresses an expectation or belief as to future results, such expectation or belief is expressed in good faith and believed to have a reasonable basis. Management cautions you that the forward-looking statements contained herein are not guarantees of future performance, and we cannot assure you that such statements will be realized or that the events and circumstances they describe will occur. Factors that could cause actual results to differ materially from those anticipated or implied in the forward-looking statements herein include, but are not limited to: the timing and extent of changes in market conditions and prices for natural gas, oil and natural gas liquids, including regional basis differentials and the impact of reduced demand for our production and products in which our production is a component due to governmental and societal actions taken in response to COVID-19 or other public health crises and any related company or governmental policies and actions to protect the health and safety of individuals or governmental policies or actions to maintain the functioning of national or global economies and markets; our ability to fund our planned capital investments; a change in our credit rating, an increase in interest rates and any adverse impacts from the discontinuation of the London Interbank Offered Rate; the extent to which lower commodity prices impact our ability to service or refinance our existing debt; the impact of volatility in the financial markets or other global economic factors; difficulties in appropriately allocating capital and resources among our strategic opportunities; the timing and extent of our success in discovering, developing, producing and estimating reserves; our ability to maintain leases that may expire if production is not established or profitably maintained; our ability to transport our production to the most favorable markets or at all; the impact of government regulation, including changes in law, the ability to obtain and maintain permits, any increase in severance or similar taxes, and legislation or regulation relating to hydraulic fracturing, climate and over-the-counter derivatives; the impact of the adverse outcome of any material litigation against us or judicial decisions that affect us or our industry generally; the effects of weather; increased competition; the financial impact of accounting regulations and critical accounting policies; the comparative cost of alternative fuels; credit risk relating to the risk of loss as a result of non-performance by our counterparties; and any other factors listed in the reports we have filed and may file with the Securities and Exchange Commission that are incorporated by reference herein. All written and oral forward-looking statements attributable to us are expressly qualified in their entirety by this cautionary statement.


Contacts

Investor Contact
Brittany Raiford
Director, Investor Relations
(832) 796-7906
This email address is being protected from spambots. You need JavaScript enabled to view it.

Bernadette Butler
Investor Relations Advisor
(832) 796-6079
This email address is being protected from spambots. You need JavaScript enabled to view it.

SPRING, Texas--(BUSINESS WIRE)--Southwestern Energy Company (“Southwestern Energy”) (NYSE: SWN) today announced that it is commencing, subject to market conditions, a registered underwritten public offering (the “Offering”) of $1,000,000,000 aggregate principal amount of senior notes due 2030 (the “Notes”).


Southwestern Energy intends to use the net proceeds from the Offering to fund its previously announced tender offers and consent solicitation for, or redemption of, certain series of its outstanding senior notes, to repay borrowings under its Credit Agreement and the remainder, if any, to repay other indebtedness or for general corporate purposes.

BofA Securities, Citigroup and J.P. Morgan are acting as representatives of the underwriters and joint book-running managers for the Offering. The Offering is being made under an effective automatic shelf registration statement on Form S-3, as amended (Registration No. 333-238633), filed by Southwestern Energy with the Securities and Exchange Commission (“SEC”) and only by means of a prospectus supplement and accompanying base prospectus. A preliminary prospectus supplement has been filed with the SEC to which this communication relates. Prospective investors should read the preliminary prospectus supplement and the accompanying base prospectus included in the registration statement and other documents Southwestern Energy has filed with the SEC for more complete information about Southwestern Energy and the Offering. These documents are available at no charge by visiting EDGAR on the SEC website at http://www.sec.gov.

Alternatively, a copy of the base prospectus and the preliminary prospectus supplement may be obtained, when available, from:

BofA Securities
NC1-004-03-43
200 North College Street, 3rd floor
Charlotte, NC 28255-0001
Attention: Prospectus Department
Telephone: 1-800-294-1322
Email: This email address is being protected from spambots. You need JavaScript enabled to view it.

Citigroup
c/o Broadridge Financial Solutions
1155 Long Island Avenue
Edgewood, NY 11717
Telephone: 800-831-9146

J.P. Morgan Securities LLC
c/o Broadridge Financial Solutions
1155 Long Island Avenue
Edgewood, NY 11717
Telephone: 1-866-803-9204

This news release shall not constitute an offer to sell or the solicitation of an offer to buy these securities or any securities subject to the tender offers and consent solicitation, nor shall there be any sale of these securities, in any state or jurisdiction in which such offer, solicitation or sale of these securities would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction. This news release shall not constitute a notice of redemption for any outstanding senior notes or any securities.

About Southwestern Energy

Southwestern Energy Company is a leading U.S. producer of natural gas and natural gas liquids focused on responsibly developing large-scale energy assets in the nation’s most prolific shale gas basins. SWN’s returns-driven strategy strives to create sustainable value for its stakeholders by leveraging its scale, financial strength and operational execution.

Forward-Looking Statements

Certain statements and information in this news release may constitute “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Exchange Act, as amended. Forward-looking statements relate to future events, including, but not limited to, the proposed Offering and the use of proceeds of the Offering, including the tender offers and consent solicitation and repaying a portion of the borrowings under Southwestern Energy’s credit agreement. The words “believe,” “expect,” “anticipate,” “plan,” “predict,” “intend,” “seek,” “foresee,” “should,” “would,” “could,” “attempt,” “appears,” “forecast,” “outlook,” “estimate,” “project,” “potential,” “may,” “will,” “likely,” “guidance,” “goal,” “model,” “target,” “budget” and other similar expressions are intended to identify forward-looking statements, which are generally not historical in nature. Statements may be forward looking even in the absence of these particular words. Where, in any forward-looking statement, Southwestern Energy expresses an expectation or belief as to future results, such expectation or belief is expressed in good faith and believed to have a reasonable basis. We do not intend to publicly update or revise any forward-looking statements as a result of new information, future events, changes in circumstances, or otherwise. These cautionary statements qualify all forward-looking statements attributable to us, or persons acting on our behalf. Management cautions you that the forward-looking statements contained herein are not guarantees of future performance, and we cannot assure you that such statements will be realized or that the events and circumstances they describe will occur. Factors that could cause actual results to differ materially from those anticipated or implied in the forward-looking statements herein include, but are not limited to: the timing and extent of changes in market conditions and prices for natural gas, oil and natural gas liquids (“NGLs”), including regional basis differentials and the impact of reduced demand for our production and products in which our production is a component due to governmental and societal actions taken in response to COVID-19 or other public health crises and any related company or governmental policies and actions to protect the health and safety of individuals or governmental policies or actions to maintain the functioning of national or global economies and markets; our ability to fund our planned capital investments; a change in our credit rating, an increase in interest rates and any adverse impacts from the discontinuation of the London Interbank Offered Rate; the extent to which lower commodity prices impact our ability to service or refinance our existing debt; the impact of volatility in the financial markets or other global economic factors; difficulties in appropriately allocating capital and resources among our strategic opportunities; the timing and extent of our success in discovering, developing, producing and estimating reserves; our ability to maintain leases that may expire if production is not established or profitably maintained; our ability to transport our production to the most favorable markets or at all; the impact of government regulation, including changes in law, the ability to obtain and maintain permits, any increase in severance or similar taxes, and legislation or regulation relating to hydraulic fracturing, climate and over-the-counter derivatives; the impact of the adverse outcome of any material litigation against us or judicial decisions that affect us or our industry generally; the effects of weather; increased competition; the financial impact of accounting regulations and critical accounting policies; the comparative cost of alternative fuels; credit risk relating to the risk of loss as a result of non-performance by our counterparties; and any other factors listed in the reports we have filed and may file with the SEC that are incorporated by reference herein. All written and oral forward-looking statements attributable to us are expressly qualified in their entirety by this cautionary statement.


Contacts

Investor Contacts
Brittany Raiford
Director, Investor Relations
(832) 796-7906
This email address is being protected from spambots. You need JavaScript enabled to view it.

Bernadette Butler
Investor Relations Advisor
(832) 796-6079
This email address is being protected from spambots. You need JavaScript enabled to view it.

BURLINGTON, Vt.--(BUSINESS WIRE)--$isun #cleanenergy--iSun, Inc. (NASDAQ: ISUN) (the “Company”, or “iSun”), a leading solar energy and clean mobility infrastructure company with 50 years of construction experience in solar, electrical and data services, today announced results for the second quarter of 2021 and provided an update to its full year 2021 outlook.



Highlights

  • YTD quarter revenue of $11.6 million, up 71.9% year-over-year, driven by new contract wins and solid market fundamentals.
  • Second quarter 2021 backlog of $77 million, stable quarter-over-quarter, with significant increase over second quarter 2020.
  • Balance Sheet remains strong with $20 million in cash on hand at quarter end.
  • Secured contracts for branded iSun Roam off-grid solar carport and EV charging stations to be installed at remotely located trailheads across the United States.
  • GreenSeed is currently reviewing of 5 GW of Utility Scale projects and has begun performing exclusive due diligence against 4 such projects.
  • Announced plans for expansion of iSun Residential, focusing on residential and commercial acquisitions. Targeting $75 Million in acquisition candidates.

Management Commentary

“The recent trend towards the electrification of everything – particularly automobiles - suggests that we are about to experience a generational increase in electricity demand,” said Jeffrey Peck, Chairman and Chief Executive Officer of iSun. “By 2035, 100% of all new vehicles offered in North America by Ford, General Motors, and Mercedes will be electric or hybrid. Currently, the average EV requires 30 kilowatt-hours to travel 100 miles. This is essentially the same amount of electricity an average American home uses each day. Imagine the implications for two-car household families: Overnight, their household electricity demand could double or triple. Because such increases are coming as we retreat from coal and other fossil fuels, we’ve no choice but to rely on renewable energy sources to meet increased demand. According to SEIA, more solar power will need to be installed every year between now and 2031 than has been installed to date within the United States through 2020.”

“iSun exists to accelerate the adoption of proven technological innovations capable of improving lives,” continued Peck. “This has been our approach to business since 1972; from building semiconductor clean rooms, to installing structured cabling and fiber optics, to transitioning our focus on the solar industry, we have always embraced innovative ideas to best serve our customers. Today iSun believes that clean renewable solar energy is the most important investment we can make; we are laser focused on using our capabilities to accelerate the transition from dirty to clean energy.”

“iSun – with its combination of capabilities and experience - is uniquely capable of accelerating the transition from dirty to clean energy required to meet our nation’s increasing energy demands,” stated Peck. “We combine the capabilities of a Utility and Industrial scale EPC with those of a consumer-facing residential and commercial EPC and an EV charging solutions provider. These capabilities allow us to:

  • Both enter new markets and scale within existing markets at a lower cost of customer acquisition.
  • Leverage economies of scale to improve margin performance within each sector.
  • Capitalize on the increase in solar investments we expect will result from the transition to electric vehicles.”

Second Quarter Results

iSun reported second quarter 2021 revenue of $4.3 million representing a 57% increase over the same period in the prior year. Year to date 2021 revenue was $11.6 million, representing a 71% increase over the same period in the prior year. Revenue growth was driven by the continued execution of iSun’s project backlog, consisting primarily of projects awarded in previous years. iSun’s geographic growth continued with projects based throughout New England and the Mid-Atlantic regions.

Gross profit in the second quarter was a negative $0.6 million compared to breakeven during the second quarter in the prior year. Year to date gross profit was a negative $0.5 million compared to $0.3 million during the same period in the prior year. These declines were due to carryover issues related to the pandemic, specifically labor shortages and industry-wide increases in material and component prices.

Operating income was a $2.8 million loss in the second quarter and $5.4 million loss year to date compared to a $1.0 million loss in the second quarter and a $1.5 million loss in 2020. These losses were attributed to both the previously mentioned margin challenges and the execution of several strategic opportunities that led to an increase in general and administrative expenses, specifically the acquisitions of iSun Energy LLC and Oakwood Construction Services. iSun anticipates these acquisitions will yield supplemental revenue streams in the upcoming quarters.

Total backlog remained stable at approximately $77 million at end of second quarter 2021, versus $61 million and $26 million at the end of the fourth quarter 2020 and second quarter 2020, respectively. Awards in the quarter were driven by several key wins including projects in new markets. Management expects to realize revenue on nearly all its current backlog over the next twelve to eighteen months.

iSun’s balance sheet maintained a total cash position was $20.2mm at the end of the quarter. Cash collections remained strong as their accounts receivable decreased approximately $2.2 million from year end despite the 71% increase in revenue for the six months ending June 30, 2021. Management highlighted their strong cash position and $2.5 million of availability under their line of credit for operating activities as evidence of their capacity to support the execution of their backlog and to pursue strategic growth opportunities.

Growth Plan

iSun summarized the progress made against its previously stated three-tiered growth plan.

iSun maintained its focus on regional organic growth in the second quarter through the execution of Commercial and Industrial EPC contracts in every New England state, and the development of additional projects along the east coast.

iSun also highlighted its progress towards its goal to acquire additional owned solar assets capable of creating margin enhancing recurring revenue streams. iSun’s investment in GreenSeed Investors in April of 2020 afforded the company exclusive development rights to Utility Scale projects throughout the United States through off-balance sheet financing. Per the terms of the investment, iSun retains an ownership stake in each completed project. GreenSeed is currently reviewing of 5 GW of Utility Scale projects and has begun performing due diligence against 4 such projects.

Finally, iSun summarized its accretive M&A activity for the year to date. In January 2021, the company completed their acquisition of iSun Energy, LLC for their branded solar carport and charging products, and subsequently rebranded under the iSun name. The acquisition recently proved accretive. In the second quarter, iSun was awarded a contract to build 18 branded iSun Roam off-grid solar carport and EV charging stations at trailheads in remote locations across the United States as part of an effort to support EV charging in remote areas. In an unrelated transaction, iSun also acquired the intellectual property of Oakwood Construction Services, marking the company’s entry into the Utility scale solar business. Within 30 days of the transaction, iSun Utility secured a development services agreement for eight project sites totaling 118mW, with an initial development services contract valued at $1.25mm. These contracts also entitle iSun to additional EPC rights valued at a total of $120mm – a figure not currently reflected in iSun’s backlog.

iSun also shared its plans for continued growth through M&A with the announcement of a new division focused on the needs of residential and small commercial customers. iSun Residential will consolidate multiple existing residential and commercial solar installers with strong brands and qualifications as exceptional operators within their respective markets to create a leader in the residential and small commercial sector. iSun’s stated goals for this new division include a portfolio of 7500 customers generating 75MW of power at a run rate of $75mm by the end of 2022.

Outlook

iSun expects to see continued strong demand for its solar energy and e-mobility infrastructure services in 2021, supported by the global transition toward clean energy and the resulting growth in investments in new PV solar installations and electric vehicle charging infrastructure.

With a robust backlog of $77 million, which is expected to convert to revenue over the next twelve to eighteen months, together with a strong pipeline of project opportunities, the Company continues to expect to at least double revenue in 2021 as compared to 2020. The Company also expects to generate improved EBITDA margin throughout the year, give improved operating efficiencies, greater economies of scale, and the introduction of new product and service offerings.

Second Quarter 2021 Conference Call Details

iSun will host a conference call on Tuesday, August 17, 2021, at 8:30 AM EDT to review the Company’s financial results, discuss recent events, and conduct a question-and-answer session. Participants can access the live conference call via telephone at 888-506-0062, using Conference ID #662586. An archived audio replay will be available through August 31, 2021, at 877-481-4010, Conference ID# 42507.

Interested parties may also listen to the live audio of the conference call by visiting the Investor Relations section of the iSun website at investors.isunenergy.com. To listen to a live broadcast, go to the site at least 15 minutes prior to the scheduled start time in order to register, download, and install any necessary audio software.

iSun, Inc.

Condensed Consolidated Balance Sheets

June 30, 2021 (Unaudited) and December 31, 2020

 

 

June 30, 2021

December 31, 2020
(Restated)

Assets

 

 

 

Current Assets:

 

 

 

Cash

 

$

20,222,817

$

699,154

Accounts receivable, net of allowance

 

 

4,057,589

 

6,215,957

Inventory

 

 

1,534,859

 

 

-

Costs and estimated earnings in excess of billings

 

 

2,611,712

 

1,354,602

Other current assets

 

 

223,647

 

214,963

Total current assets

 

 

28,650,624

 

8,484,676

 

 

 

 

 

 

 

Property and Equipment, net of accumulated depreciation

 

 

6,145,398

 

 

6,119,800

Captive insurance investment

 

 

233,487

 

198,105

Intangible assets

 

 

4,007,033

 

 

-

Investments

 

 

7,620,496

 

 

4,820,496

 

 

18,006,414

 

11,138,401

Total assets

 

$

46,657,038

$

19,623,077

Liabilities and Stockholders’ Equity

 

 

 

 

 

Current Liabilities:

 

 

 

 

 

Accounts payable, includes bank overdraft of $0 and $1,246,437 at June 30, 2021 and December 31, 2020, respectively

 

$

2,332,789

$

4,086,173

Accrued expenses

 

 

82,067

 

172,021

Billings in excess of costs and estimated earnings on uncompleted contracts

 

 

573,653

 

1,140,125

Due to stockholders

 

 

-

 

24,315

Line of credit

 

 

3,518,193

 

2,482,127

Current portion of deferred compensation

 

 

28,656

 

28,656

Current portion of long-term debt

 

 

274,202

 

308,394

Total current liabilities

 

 

6,809,560

 

8,241,811

Long-term liabilities:

 

 

 

 

 

Deferred compensation, net of current portion

 

 

47,031

 

62,531

Deferred tax liability

 

 

372,441

 

610,558

Warrant liability

 

 

306,905

 

 

1,124,411

Long-term debt, net of current portion

 

 

1,519,820

 

1,701,495

Total liabilities

 

 

9,055,757

 

11,740,806

Commitments and Contingencies (Note 9)

 

 

 

 

Stockholders’ equity:

 

 

 

 

Preferred stock – 0.0001 par value 200,000 shares authorized, 0 and 200,000 issued and outstanding at June 30, 2021 and December 31, 2020, respectively

 

 

-

 

20

Common stock – 0.0001 par value 49,000,000 shares authorized, 9,087,767 and 5,313,268 issued and outstanding as of June 30, 2021 and December 31, 2020, respectively

 

 

908

 

531

Additional paid-in capital

 

 

36,803,433

 

2,577,359

Retained earnings

 

 

796,940

 

5,304,361

Total Stockholders’ equity

 

 

37,601,281

 

7,882,271

Total liabilities and stockholders’ equity

 

$

46,657,038

$

19,623,077

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

 

iSun, Inc.

Condensed Consolidated Statements of Operations (Unaudited)

For the three and six Months Ended June 30, 2021 and 2020

 

 

 

Three Months ended

 

 

Six Months ended

 

 

 

June 30,

 

 

June 30,

 

 

 

2021

 

 

2020
(restated)

 

 

2021

 

 

2020
(restated)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Earned revenue

 

$

4,353,305

 

 

$

2,770,226

 

 

$

11,613,962

 

 

$

6,754,906

 

Cost of earned revenue

 

 

4,988,006

 

 

 

2,765,944

 

 

 

12,129,766

 

 

 

6,434,111

 

Gross profit

 

 

(634,701

)

 

 

4,282

 

 

 

(515,804

)

 

 

320,795

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Warehousing and other operating expenses

 

 

248,883

 

 

 

183,514

 

 

 

432,359

 

 

 

376,456

 

General and administrative expenses

 

 

1,654,859

 

 

 

863,662

 

 

 

3,119,923

 

 

 

1,481,410

 

Stock based compensation – general and administrative

 

 

265,476

 

 

 

-

 

 

 

1,336,384

 

 

 

-

 

Total operating expenses

 

 

2,169,218

 

 

 

1,047,176

 

 

 

4,888,666

 

 

 

1,857,866

 

Operating loss

 

 

(2,803,919

)

 

 

(1,042,894

)

 

 

(5,404,470

)

 

 

(1,537,071

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Other expenses

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Change in fair value of the warrant liability

 

 

1,079,474

 

 

 

(25,075

)

 

 

817,506

 

 

 

(382,680

)

Interest expense

 

 

(50,868

)

 

 

(65,410

)

 

 

(87,361

)

 

 

(146,176

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Loss before income taxes

 

 

(1,775,313

)

 

 

(1,133,379

)

 

 

(4,674,325

)

 

 

(2,065,927

)

(Benefit) provision for income taxes

 

 

(450,888

)

 

 

(279,274

)

 

 

(236,567

)

 

 

(421,585

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net loss

 

 

(1,324,425

)

 

 

(854,105

)

 

 

(4,437,758

)

 

 

(1,644,342

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Preferred stock dividend

 

 

-

 

 

 

-

 

 

 

(69,663

)

 

 

-

 

Net loss available to shares of common stockholders

 

$

(1,324,425

)

 

$

(854,105

)

 

$

(4,507,421

)

 

$

(1,644,342

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net loss per share of Common Stock - Basic and diluted

 

$

(0.15

)

 

$

(0.16

)

 

$

(0.53

)

 

$

(0.31

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Weighted average shares of Common Stock - Basic and diluted

 

 

9,058,483

 

 

 

5,298,159

 

 

 

8,382,930

 

 

 

5,298,159

 

The accompanying notes are an integral part of these condensed consolidated financial statements.

Non-GAAP Financial Measures

Included in this presentation are discussions and reconciliations of earnings before interest, income tax and depreciation and amortization (“EBITDA”) and EBITDA adjusted for certain non-cash, non-recurring or non-core expenses (“Adjusted EBITDA”) to net loss in accordance with GAAP. Adjusted EBITDA excludes certain non-cash and other expenses, certain legal services costs, professional and consulting fees and expenses, and one-time Reverse Merger and Recapitalization expenses and certain adjustments. We believe that these non-GAAP measures illustrate the underlying financial and business trends relating to our results of operations and comparability between current and prior periods. We also use these non-GAAP measures to establish and monitor operational goals.

These non-GAAP measures are not in accordance with, or an alternative to, GAAP and should be considered in addition to, and not as a substitute or superior to, the other measures of financial performance prepared in accordance with GAAP. Using only the non-GAAP financial measures, particularly Adjusted EBITDA, to analyze our performance would have material limitations because such calculations are based on a subjective determination regarding the nature and classification of events and circumstances that investors may find significant. We compensate for these limitations by presenting both the GAAP and non-GAAP measures of our operating results. Although other companies may report measures entitled “Adjusted EBITDA” or similar in nature, numerous methods may exist for calculating a company’s Adjusted EBITDA or similar measures. As a result, the methods that we use to calculate Adjusted EBITDA may differ from the methods used by other companies to calculate their non-GAAP measures.

The reconciliations of EBITDA and Adjusted EBITDA to net loss, the most directly comparable financial measure calculated and presented in accordance with GAAP, are shown in the table below:

 

 

Three months ended

 

 

Six months ended

 

June 30,

 

 

June 30,

 

 

2021

 

 

2020

 

 

2021

 

 

2020

 

Net income (loss)

 

$

(1,324,425

)

 

$

(854,105

)

 

$

(4,437,758

)

 

$

(1,644,342

)

Depreciation and amortization

 

 

169,328

 

 

 

155,012

 

 

 

305,153

 

 

 

310,024

 

Interest expense

 

 

50,868

 

 

 

65,410

 

 

 

87,361

 

 

 

146,176

 

Stock based compensation

 

 

(1,079,474

)

 

 

 

 

 

 

1,336,384

 

 

 

 

 

Change in fair value of warrant liability

 

 

265,476

 

 

 

25,075

 

 

 

(817,506

)

 

 

382,680

 

Income tax (benefit)

 

 

(450,888

)

 

 

(279,274

)

 

 

(236,567

)

 

 

(421,585

)

EBITDA

 

 

(2,369,115

)

 

 

(887,882

)

 

 

(3,762,933

)

 

 

(1,227,047

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Adjusted EBITDA

 

 

(2,369,115

)

 

 

(887,882

)

 

 

(3,762,933

)

 

 

(1,227,047

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Weighted Average shares outstanding

 

 

9,058,483

 

 

 

5,298,159

 

 

 

8,382,930

 

 

 

5,298,159

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Adjusted EPS

 

 

(0.26

)

 

 

(0.17

)

 

 

(0.45

)

 

 

(0.23

)

About iSun Inc.

Since 1972, iSun has accelerated the adoption of proven, life-improving innovations in electrification technology. iSun has been the trusted electrical contractor to Fortune 500 companies for decades and has installed clean rooms, fiber optic cables, flight simulators, and over 400 megawatts of solar systems. The Company has provided solar EPC services across residential, commercial & industrial, and utility scale projects and provides solar electric vehicle charging solutions for both grid-tied and battery backed solar EV charging systems. iSun believes that the transition to clean, renewable solar energy is the most important investment to make today and is focused on profitable growth opportunities. Please visit www.isunenergy.com for additional information.

Forward Looking Statements

This press release includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, which are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of

1995, as amended. Words or phrases such as "may," "should," "expects," "could," "intends," "plans," "anticipates," "estimates," "believes," "forecasts," "predicts" or other similar expressions are intended to identify forward-looking statements, which include, without limitation, earnings forecasts, effective tax rate, statements relating to our business strategy and statements of expectations, beliefs, future plans and strategies and anticipated developments concerning our industry, business, operations and financial performance and condition.

The forward-looking statements included in this press release are based on our current expectations, projections, estimates and assumptions. These statements are only predictions, not guarantees. Such forward-looking statements are subject to numerous risks and uncertainties that are difficult to predict. These risks and uncertainties may cause actual results to differ materially from what is forecast in such forward-looking statements, and include, without limitation, the risk factors described from time to time in our filings with the Securities and Exchange Commission, including our Annual Report on Form 10-K.

All forward-looking statements included in this press release are based on information currently available to us, and we assume no obligation to update any forward-looking statement except as may be required by law.


Contacts

IR Contact:
Tyler Barnes
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802-289-8141

AUSTIN, Texas--(BUSINESS WIRE)--#carbonfootprint--Elevation Energy Group today announced the company is changing its name to CarbonBetter, effective immediately, to better reflect the addition of a decarbonization consulting practice. CarbonBetter, a privately held energy logistics firm with expertise in oil and gas trading and marketing, will help organizations transition to a net-zero emissions future—a rapidly accelerating shift that will transform companies of all sizes and types.


“We understand these challenges because we’ve lived them ourselves as a trusted energy logistics partner. Our experience in the status quo informs our strategies in the transition to the net-zero economy,” said CarbonBetter founder and president, Tri Vo. “Our approach is pragmatic, we believe in progress over perfection. It’s not about doing everything—it’s about doing something, and we know how to start and when to scale.”

While continuing to expand their energy logistics practice, CarbonBetter is now also working with companies from all industries to assess their environmental impacts, reduce and offset their carbon footprint, generate traceable sustainability reports, and then certify their progress. They guide firms that generate clean energy, develop carbon capture and sequestration projects, and advance carbon capture and storage technologies, to market their credits and maximize their impact and returns.

“Our process is accessible because the challenge is daunting. Simply put, we offer our clients the tools to do better. Because when one company makes a move in the right direction, others will too—and all these incremental changes add up to massive shifts. Together, step by step, we're building a movement, and the name change to CarbonBetter reflects our belief that what’s good for the planet is good for business,” said Vo.

About CarbonBetter

Headquartered in Austin, Texas, CarbonBetter is a privately held firm that specializes in energy logistics, sustainability and decarbonization services, and clean energy and carbon offset project consulting. As a certified minority-owned enterprise, CarbonBetter charts a clear path for every organization to drive meaningful change in the transition to a net-zero economy—accelerating the societal shifts that will save our planet. http://www.carbonbetter.com


Contacts

Lisa Peterson for CarbonBetter
Lisa Peterson PR, LLC
(512) 632-6053
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PG&E Is Sending One-Day Notifications to About 48,000 Customers Who Might Experience a Public Safety Power Shutoff

Potential Safety Shutoffs May Last Through an All-Clear Wednesday Afternoon, Will Mostly Affect Butte and Shasta Counties

SAN FRANCISCO--(BUSINESS WIRE)--Pacific Gas and Electric Company (PG&E) continues to monitor a dry offshore wind event forecasted to start Tuesday night (August 17). As a result of this wind event, combined with extreme to exceptional drought conditions and extremely dry vegetation, PG&E began sending one-day advance notifications Monday afternoon to customers in areas where PG&E may need to proactively turn off power for safety to reduce the risk of wildfire from energized power lines.

The potential Public Safety Power Shutoff (PSPS) event, starting Tuesday evening and forecasted to last through Wednesday afternoon, could affect about 48,000 customers in small portions of 18 counties in the Sierra Nevada foothills, the North Coast, the North Valley and the North Bay mountains.

PG&E meteorologists are tracking a weather system in those areas that could bring sustained winds of up to 40 mph, gusting higher in foothills and mountains. The National Weather Service issued Fire Weather Watches in the areas Tuesday through Wednesday based on forecasts for dry, northerly winds and low relative humidity. In addition, the Northern California Geographic Area Coordination Center’s North Operations Predictive Services issued a high-risk fire warning Tuesday through Wednesday due to “an unusually gusty early-season” wind event.

While most of the affected customers—approximately 31,000—are in Butte and Shasta counties, we are also notifying customers in small portions of 16 other counties: Colusa, Glenn, Humboldt, Lake, Lassen, Mendocino, Napa, Nevada, Plumas, Sierra, Solano, Sonoma, Tehama, Trinity, Yolo and Yuba.

The potential PSPS event is still about 24 hours away. PG&E’s in-house meteorologists, its Wildfire Safety Operations Center and its Emergency Operations Center continue to monitor conditions closely. We will share additional customer notifications as conditions evolve.

Customer notifications via text, email and automated phone call began Sunday night, two days prior to the potential shutoff. PG&E employees will pay individual, in-person visits when possible to customers enrolled in the company’s Medical Baseline program who do not verify that they have received these important safety communications, with a primary focus on customers who rely on electricity for critical life-sustaining equipment.

Potentially Affected Counties

Customers can look up their address at www.pge.com/pspsupdates to see if PG&E is monitoring their location for the potential safety shutoff.

The potential shutoff is expected to affect approximately 48,000 customers in these counties:

  • Butte County: 11,114 customers, 1,027 Medical Baseline customers
  • Colusa County: 509 customers, 33 Medical Baseline customers
  • Glenn County: 207 customers, 10 Medical Baseline customers
  • Humboldt County: 681 customers, 16 Medical Baseline customers
  • Lake County: 2,083 customers, 136 Medical Baseline customers
  • Lassen County: 65 customers, 7 Medical Baseline customers
  • Mendocino County: 669 customers, 30 Medical Baseline customers
  • Napa County: 2,041 customers, 99 Medical Baseline customers
  • Nevada County: 133 customers, 3 Medical Baseline customers
  • Plumas County: 660 customers, 24 Medical Baseline customers
  • Shasta County: 19,999 customers, 1,713 Medical Baseline customers
  • Sierra County: 1,036 customers, 30 Medical Baseline customers
  • Solano County: 44 customers, 0 Medical Baseline customers
  • Sonoma County: 240 customers, 9 Medical Baseline customer
  • Tehama County: 7,473 customers, 671 Medical Baseline customers
  • Trinity County: 428 customers, 21 Medical Baseline customers
  • Yolo County: 11 customers, 0 Medical Baseline customers
  • Yuba County: 487 customers, 47 Medical Baseline customers

Why PG&E Calls a PSPS Event

The sole purpose of a PSPS is to reduce the risk of major wildfires during severe weather. While a PSPS is an important wildfire safety tool, PG&E understands that losing power disrupts lives.

We initiate a PSPS event when the weather forecast is for such severe weather that people’s safety, lives, homes and businesses may be in danger of wildfires.

As each weather situation is unique, we carefully review a combination of factors when deciding if power must be turned off. These factors include:

  • Low humidity levels, generally 30% and below.
  • A forecast of high winds, particularly sustained winds above 20 miles per hour and wind gusts above 30-40 miles per hour.
  • Condition of dry material on the ground and low moisture content of vegetation.
  • A Red Flag Warning declared by the National Weather Service.
  • Real-time ground observations from our Wildfire Safety Operations Center and from our crews working across the service territory.

This year, our decision-making process is evolving to also account for the presence of trees tall enough to strike power lines when determining if a PSPS event is necessary.

Every wildfire season is different, and the ongoing drought and the conditions will determine the number of times we will need to shut off power, without compromising safety.

This set of criteria is a first step which may lead to further analysis from our meteorology team to determine if a PSPS event is necessary.

Here’s Where to Learn More

  • PG&E’s emergency website (www.pge.com/pspsupdates) is now available in 16 languages: English, Spanish, Chinese, Tagalog, Russian, Vietnamese, Korean, Farsi, Arabic, Hmong, Khmer, Punjabi, Japanese, Thai, Portuguese and Hindi. Customers will have the opportunity to choose their language of preference for viewing the information when visiting the website.
  • Customers are encouraged to update their contact information and indicate their preferred language for notifications by visiting www.pge.com/mywildfirealerts or by calling 1-800-742-5000, where in-language support is available.
  • Tenants and non-account holders can sign up to receive PSPS ZIP Code Alerts for any area where you do not have a PG&E account by visiting www.pge.com/pspszipcodealerts.
  • At PG&E’s Safety Action Center (www.safetyactioncenter.pge.com) customers can prepare for emergencies. By using the "Make Your Own Emergency Plan" tool and answering a few short questions, visitors to the website can compile and organize the important information needed for a personalized family emergency plan. This includes phone numbers, escape routes and a family meeting location if an evacuation is necessary.

PG&E's Commitment to Wildfire Safety

PG&E's multi-faceted Community Wildfire Safety Program includes both immediate and long-term action plans to further reduce wildfire risk and keep its customers and communities safe. Since 2018, PG&E's wildfire safety work has resulted in:

  • Multiple inspections of distribution, transmission and substation equipment in high fire-threat areas
  • Hardening more than 600 miles with stronger lines and poles to better withstand severe weather
  • Conducting enhanced vegetation safety work on nearly 5,000 line miles in high fire-threat areas (this is in addition to the more than 5 million trees that PG&E has trimmed or removed as part of its routine vegetation management and tree mortality efforts)
  • Installing more than 1,000 sectionalizing devices and switches that limit the size of Public Safety Power Shutoffs (PSPS) that are necessary to mitigate the risk of wildfires
  • Installing more than 1,150 advanced weather stations to help PG&E gather more data and information to better predict and respond to extreme weather threats
  • Installing more than 400 high-definition cameras to monitor and respond to wildfires
  • Reserving more than 65 helicopters to quickly restore power after severe weather during PSPS events
  • Monitoring wildfire threats in real-time through a dedicated team at PG&E's Wildfire Safety Operations Center, which is staffed 24 hours a day during wildfire season

Ongoing PG&E Wildfire Mitigation and Resiliency Efforts

In addition to significantly expanding its undergrounding, PG&E's ongoing safety work to enhance grid resilience and address the growing threat of severe weather and wildfires continues on a risk-based and data-driven basis, as outlined in PG&E's 2021 Wildfire Mitigation Plan.

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

  • Revenues up 277% in fiscal third quarter ended June 30, 2021 versus prior year period
  • Revenues increased 73% versus pre-covid quarter ended June 30, 2019
  • $333 million of cash and short-term investments to support enhanced acquisition strategy and new route expansion
  • Blade now has alliances with four separate Electric Vertical Aircraft (“EVA”) manufacturers: Eve (a division of Embraer S.A), Beta Technologies, Wisk (a joint venture between Boeing and Larry Page's Kitty Hawk) and magniX

NEW YORK--(BUSINESS WIRE)--Blade Air Mobility, Inc. (Nasdaq:BLDE, “Blade” or the “Company”), a technology-powered air mobility platform, today announced financial results for the fiscal third quarter ended June 30, 2021.

“Blade’s strong growth versus both 2020 and the pre-covid 2019 period shows the growing importance of affordable urban air mobility travel in the world's largest cities as well as the resilience of our multi-faceted, asset-light business model,” said Rob Wiesenthal, Blade’s Chief Executive Officer. “We are well capitalized to execute on our organic growth plans as well as our acquisition roadmap, continuing our focus on building value for Blade's shareholders.”

“A continued recovery of our short distance routes, with revenues now at 87% of pre-pandemic levels, coupled with strong growth in MediMobility and jet versus last year, drove great results this quarter,” said Will Heyburn, Blade’s Chief Financial Officer. “While hybrid remote-office work patterns have benefited Blade’s commuter business throughout the pandemic, we continue to closely monitor potential impacts to travel from the Delta variant.”

“We are seeing great early signals from our re-launch of Blade Airport in June, offering 5-minute flights between Manhattan and New York City area airports for $195, or $95 with the purchase of an annual pass,” said Melissa Tomkiel, Blade's President. “After two months of operation, our current weekly volume is well ahead of the same point in our initial 2019 launch.”

Third Fiscal Quarter Ended June 30, 2021 Financial Highlights:

  • Total revenues up 277% to $13.0 million in third fiscal quarter 2021 ended June 30, 2021 versus $3.4 million in the prior year 2020 period; up 73% versus pre-covid 2019 period revenues of $7.5 million
  • Short Distance revenues up 810% to $5.7 million versus $0.6 million in the prior year 2020 period, driven by the resumption of travel this year following pandemic lockdowns in 2020. Short Distance revenues were down 13% versus $6.6 million in the pre-covid 2019 period, driven primarily by strong intra-week commuter demand that exceeded pre-pandemic levels, but was offset by lower demand for weekend commuting
  • MediMobility organ transport and jet revenues grew 147% to $6.5 million versus $2.6 million in the prior year 2020 period
  • Net loss increased to $(24.3) million versus $(1.3) million in the 2020 prior year period and $(3.6) million in the 2019 period, driven primarily by the change in fair value of warrant liabilities of $14.9 million, stock-based compensation of $2.5 million and one-time expenses associated with Blade’s public listing of $4.2 million (including $1.7 million recapitalization costs attributable to warrant liabilities), partially offset by increased revenues and lower cost of sales as a percentage of revenues
  • Adjusted EBITDA decreased to $(2.6) million in 2021 from $(1.3) million in 2020, but improved from $(3.5) million in 2019. The decrease versus 2020 was attributable to new recurring expenses related to Blade’s status as a public company, consisting of incremental D&O insurance of $1.1 million and other fees paid to third parties of $0.6 million.
  • Excluding the new recurring public company expenses above, Comparable Adjusted EBITDA of $(0.9) million improved versus $(1.3) million in the prior year 2020 period and $(3.5) million in the pre-covid 2019 period, driven by increased revenues and lower cost of sales as a percentage of revenues

Business Highlights and Recent Updates:

  • Blade re-launched its New York City airport transfer product on June 1st starting with afternoon availability and quickly expanding to full day service between Manhattan and JFK. Blade Airport is $195/Seat or $95/Seat with the purchase of an annual pass. Expansion to Newark and LaGuardia airports is targeted for Fall 2021
  • Even with only one route (JFK <> West 30th Street) in operation, Blade Airport has achieved an annualized run-rate of approximately 10,000 fliers per year in recent weeks. This represents approximately 50% of Blade Airport’s peak run-rate in 2019 when four routes to all three NYC airports were in operation
  • Recent announcements with Embraer Eve and magniX add to existing Beta Technologies and Wisk Aero arrangements and highlight manufacturers' recognition that Blade's platform will help them accelerate the deployment of their aircraft for public use. Together, these alliances, which are subject to the certain conditions and the parties entering into additional agreements, represent important milestones in Blade’s transition to EVA, consistent with our manufacturer-agnostic, asset-light model

Use of Non-GAAP Financial Information

Adjusted EBITDA - To supplement its consolidated financial statements, which are prepared and presented in accordance with U.S. generally accepted accounting principles (“GAAP”), Blade reports Adjusted EBITDA, which is a non-GAAP financial measure. This measure excludes non-cash items or certain transactions that are not indicative of ongoing Company operating performance and / or items that management does not believe are reflective of our ongoing core operations (as shown in the table below).

Comparable Adjusted EBITDA - To provide a like for like comparison of the current period (a “post going public” period) to “pre going public” periods, Blade reports Comparable Adjusted EBITDA, which is a non-GAAP financial measure. This measure excludes from the current period’s Adjusted EBITDA ongoing third-party costs driven by the Company becoming a public company, namely higher D&O insurance premiums and costs in connection with preparation of reviewed and audited periodical financial statements. Management believes Comparable Adjusted EBITDA provides meaningful supplemental information regarding our continuing operating performance by excluding from the current period the impact of these public company costs that did not affect prior periods. We expect to incur similar costs in future periods, and we do not anticipate presenting similarly adjusted measures once both the current period and the comparative prior period disclosed include these expenses.

Blade believes that these non-GAAP measures, viewed in addition to and not in lieu of our reported GAAP results, provide useful information to investors by providing a more focused measure of operating results, enhance the overall understanding of past financial performance and future prospects, and allow for greater transparency with respect to key metrics used by management in its financial and operational decision making. The non-GAAP measures presented herein may not be comparable to similarly titled measures presented by other companies. Adjusted EBITDA and Comparable Adjusted EBITDA have been reconciled to the nearest GAAP measure in the tables within this press release.

BLADE AIR MOBILITY, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(unaudited)

(in thousands, except share and per share data)

 

 

 

 

For the Three Months Ended June 30,

For the Nine Months Ended June 30,

 

2021

2020

2021

2020

Revenue

$

12,951

 

$

3,438

 

$

30,210

 

$

15,115

 

 

 

 

 

 

Operating expenses

 

 

 

 

Cost of revenue

 

9,910

 

 

2,804

 

 

23,905

 

 

14,392

 

Software development

 

213

 

 

220

 

 

555

 

 

691

 

General and administrative

 

9,809

 

 

1,561

 

 

18,023

 

 

7,376

 

Selling and marketing

 

790

 

 

329

 

 

2,091

 

 

2,284

 

Total operating expenses

 

20,722

 

 

4,914

 

 

44,574

 

 

24,743

 

 

 

 

 

 

Loss from operations

 

(7,771

)

 

(1,476

)

 

(14,364

)

 

(9,628

)

 

 

 

 

 

Other non-operating (expense) income

 

 

 

 

Change in fair value of warrant liabilities

 

(14,913

)

 

-

 

 

(14,913

)

 

-

 

Recapitalization costs attributable to warrant liabilities

 

(1,742

)

 

 

(1,742

)

 

Interest income, net

 

140

 

 

151

 

 

151

 

 

181

 

Total other non-operating (expense) income

 

(16,515

)

 

151

 

 

(16,504

)

 

181

 

 

 

 

 

 

Net loss

$

(24,286

)

$

(1,325

)

$

(30,868

)

$

(9,447

)

BLADE URBAN AIR MOBILITY, INC. DISAGGREGATED REVENUE BY PRODUCT LINE

(unaudited)

(In thousands)

 

 

 

 

 

 

 

 

 

For the Three Months Ended June 30,

 

 

 

For the Nine Months Ended June 30,

Product Line

 

2021

 

2020

 

2019

 

 

 

2021

 

2020

Short Distance

5,721

629

6,610

 

8,900

5,767

MediMobility organ transplant and jet

6,500

2,636

848

 

19,753

9,089

Other

730

173

48

 

1,557

259

Total Revenue

12,951

3,438

7,506

 

30,210

15,115

BLADE URBAN AIR MOBILITY, INC.

RECONCILIATION OF NET LOSS TO ADJUSTED EBITDA AND COMPARABLE ADJUSTED EBIDTA

(In thousands)

 

 

 

 

 

 

 

 

 

 

 

For the Three Months Ended June 30,

 

For the Nine Months Ended June 30

 

2021

 

2020

 

2019

 

2021

 

2020

Net Loss

 

(24,286

)

 

(1,325

)

 

(3,558

)

 

(30,868

)

(9,447

)

 

 

 

 

 

 

 

 

 

 

Stock Based Compensation

 

2,518

 

 

90

 

 

83

 

 

5,697

 

268

 

Depreciation and Amortization

 

140

 

 

133

 

 

118

 

 

405

 

398

 

Interest income, net

 

(140

)

 

(151

)

 

(172

)

 

(151

)

(181

)

Change in FV of Warrant Liabilities

 

14,913

 

 

-

 

 

-

 

 

14,913

 

-

 

Recapitalization Costs Attributable to Warrant Liabilities

 

1,742

 

 

-

 

 

-

 

 

1,742

 

-

 

Consulting costs related to initial public listing

 

2,038

 

 

-

 

 

-

 

 

2,038

 

 

Offering documents expenses

 

324

 

 

-

 

 

-

 

 

324

 

 

Recruiting fees related to initial public listing

 

98

 

 

-

 

 

-

 

 

98

 

 

M&A Transaction Costs

 

80

 

 

-

 

 

-

 

 

80

 

 

Adjusted EBITDA

 

(2,573

)

 

(1,252

)

 

(3,528

)

 

(5,723

)

(8,962

)

 

 

 

 

 

 

 

 

 

 

Post going public incremental D&O Insurance

 

1,069

 

 

-

 

 

-

 

 

1,069

 

-

 

Post going public professional Services in connection with the preparation of periodical financial statements

586

-

-

923

-

Post going public registration fees

 

12

 

 

-

 

 

-

 

 

12

 

-

 

Comparable Adjusted EBITDA

 

(906

)

 

(1,252

)

 

(3,528

)

 

(3,719

)

(8,962

)

About Blade Urban Air Mobility

Blade is a technology-powered, global air mobility platform committed to reducing travel friction by providing cost-effective air transportation alternatives to some of the most congested ground routes in the U.S. and abroad. Today, the company predominantly uses helicopters and amphibious aircraft. Its asset- light model, coupled with its exclusive passenger terminal infrastructure, is designed to facilitate a seamless transition to Electric Vertical Aircraft (“EVA” or “eVTOL”), enabling lower cost air mobility to the public that is both quiet and emission-free.

For more information, visit www.blade.com.

Forward-Looking Statements

This press release contains “forward-looking statements” within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements include all statements that are not historical facts and may be identified by the use of words such as “anticipate,” “believe,” “could,” “continue,” “expect,” “estimate,” “may,” “plan,” “outlook,” “future” and “project” and other similar expressions and the negatives of those terms. These statements, which involve risks and uncertainties, relate to analyses and other information that are based on forecasts of future results and estimates of amounts not yet determinable and may also relate to Blade’s future prospects, developments and business strategies. In particular, such forward- looking statements include statements concerning Blade’s estimated and future results of operations, business strategies, competitive position, industry environment and potential growth opportunities. These statements are based on management’s current expectations and beliefs, as well as a number of assumptions concerning future events. Actual results may differ materially from the results predicted, and reported results should not be considered as an indication of future performance.

Such forward-looking statements are subject to known and unknown risks, uncertainties, assumptions and other important factors, many of which are outside Blade’s control, that could cause actual results to differ materially from the results discussed in the forward-looking statements. Factors that could cause actual results to differ materially from those expressed or implied in forward-looking statements include: loss of our customers; decreases in our existing market share; effects of competition; effects of pricing pressure; the inability of our customers to pay for our services; the loss of our existing relationships with operators; the loss of key members of our management team; changes in our regulatory environment, including aviation law and FAA regulations; the inability to implement information systems or expand our workforce; changes in our industry; heightened enforcement activity by government agencies; interruptions or security breaches of our information technology systems; the expansion of privacy and security laws; our ability to expand our infrastructure network; our ability to identify, complete and successfully integrate future acquisitions; our ability to remediate any material weaknesses or maintain effective internal controls over financial reporting; the ability to continue to meet applicable listing standards; costs related to our business combination; the possibility that we may be adversely affected by other political, economic, business and/or competitive factors; the impact of COVID-19 and its related effects on our results of operations, financial performance or other financial metrics; the inability or unavailability to use or take advantage of the shift, or lack thereof, to EVA technology; pending or potential litigation; and other factors beyond our control. Additional factors can be found in our Quarterly Report on Form 10-Q filed with the U.S. Securities and Exchange Commission (“SEC”). New risks and uncertainties arise from time to time, and it is impossible for us to predict these events or how they may affect us. You are cautioned not to place undue reliance upon any forward-looking statements, which speak only as of the date made, and Blade undertakes no obligation to update or revise the forward-looking statements, whether as a result of new information, changes in expectations, future events or otherwise.


Contacts

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