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: Business Wire; Posted On Wednesday, 09 November 2022 01:03

Rogers Corporation Reports Third Quarter 2022 Results

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

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

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

Financial Overview

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

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

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

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

Q3 2022 Summary of Results

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

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

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

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

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

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

Additional Information

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

About Rogers Corporation

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

Safe Harbor Statement

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

(Financial statements follow)

*Condensed Consolidated Statements of Operations (Unaudited)*

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

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

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

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

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

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

*Condensed Consolidated Statements of Financial Position (Unaudited)*

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

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

Non-GAAP financial measures:

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

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

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

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

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

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

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

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

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

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

Acquisition intangible amortization	1.7	%	1.7	%	1.3	%

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

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

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

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

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

Earnings per diluted share adjusted for discrete items		0.95			1.05			1.52

Acquisition intangible amortization	$	0.16		$	0.17		$	0.12

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

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

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

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

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

Contacts

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

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

: Business Wire; Posted On Tuesday, 08 November 2022 13:03

NW Natural Holdings Reports Third Quarter 2022 Results

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

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

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

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

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

KEY EVENTS AND INITIATIVES

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

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

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

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

THIRD QUARTER RESULTS

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

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

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

Diluted Shares					34,939						30,696					4,243

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

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

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

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

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

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

YEAR-TO-DATE RESULTS

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

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

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

Diluted Shares				33,539				30,708					2,831

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

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

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

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

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

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

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

BALANCE SHEET AND CASH FLOWS

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

2022 GUIDANCE AND LONG-TERM TARGETS

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

DIVIDEND DECLARED

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

CONFERENCE CALL AND WEBCAST

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

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

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

ABOUT NW NATURAL HOLDINGS

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

NW Natural is a local distribution company that currently provides natural gas service to approximately 2.5 million people in more than 140 communities through more than 790,000 meters in Oregon and Southwest Washington with one of the most modern pipeline systems in the nation. NW Natural consistently leads the industry with high J.D. Power & Associates customer satisfaction scores. NW Natural owns and operates 21 Bcf of underground gas storage capacity in Oregon.

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

Additional information is available at nwnaturalholdings.com.

Forward-Looking Statements

This press release, and other presentations made by NW Holdings from time to time, may contain forward-looking statements within the meaning of the U.S. Private Securities Litigation Reform Act of 1995. Forward-looking statements can be identified by words such as "anticipates," "assumes," "intends," "plans," "seeks," "believes," "estimates," "expects" and similar references to future periods. Examples of forward-looking statements include, but are not limited to, statements regarding the following: plans, objectives, assumptions, estimates, expectations, timing, goals, strategies, commitments, future events, investments, timing and amount of capital expenditures, targeted capital structure, risks, risk profile, stability, acquisitions and timing, approval, completion and integration thereof, the likelihood and success associated with any transaction, utility system and infrastructure investments, system modernization, reliability and resiliency, global, national and local economies, customer and business growth, customer satisfaction ratings, weather, performance and service during weather events, customer rates or rate recovery and the timing and magnitude of potential rate changes and the potential outcome of rate cases, environmental remediation cost recoveries, environmental initiatives, decarbonization and the role of natural gas and the gas delivery system, including decarbonization goals and timelines, energy efficiency measures, use of renewable sources, renewable natural gas purchases, projects, investments and other renewable initiatives and timing, magnitude and completion thereof, unregulated renewable natural gas strategy and initiatives, renewable hydrogen projects or investments and timing, magnitude, approvals and completion thereof, procurement of renewable natural gas or hydrogen for customers, technology and policy innovations, strategic goals and visions, the water and wastewater acquisition and investment strategy and financial effects of water and wastewater acquisitions, diversity, equity and inclusion initiatives, operating plans of third parties, financial results, including estimated income, availability and sources of liquidity, expenses, positions, revenues, returns, cost of capital, timing, and earnings, earnings guidance and estimated future growth rates, future dividends, commodity costs and sourcing asset management activities, performance, timing, outcome, or effects of regulatory proceedings or mechanisms or approvals, including OPUC approval of the Oregon general rate case settlements, regulatory prudence reviews, anticipated regulatory actions or filings, accounting treatment of future events, effects of legislation or changes in laws or regulations, effects, extent, severity and duration of COVID-19, including variants and subvariants, and resulting economic disruption, the impact of mitigating factors and other efforts to mitigate risks posed by its spread, ability of our workforce, customers or suppliers to operate or conduct business, COVID-19 financial impact, expenses, cost savings measures and cost recovery including through regulatory deferrals and the timing and magnitude thereof, impact on capital projects, governmental actions and timing thereof, and other statements that are other than statements of historical facts.

Forward-looking statements are based on current expectations and assumptions regarding its business, the economy, geopolitical factors, and other future conditions. Because forward-looking statements relate to the future, they are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict. Actual results may differ materially from those contemplated by the forward-looking statements. You are therefore cautioned against relying on any of these forward-looking statements. They are neither statements of historical fact nor guarantees or assurances of future operational, economic or financial performance. Important factors that could cause actual results to differ materially from those in the forward-looking statements are discussed by reference to the factors described in Part I, Item 1A "Risk Factors", and Part II, Item 7 and Item 7A "Management's Discussion and Analysis of Financial Condition and Results of Operations" and "Quantitative and Qualitative Disclosure about Market Risk" in the most recent Annual Report on Form 10-K and in Part I, Items 2 and 3 "Management's Discussion and Analysis of Financial Condition and Results of Operations" and "Quantitative and Qualitative Disclosures About Market Risk", and Part II, Item 1A, "Risk Factors", in the quarterly reports filed thereafter, which, among others, outline legal, regulatory and legislative risks, COVID-19 risks, growth and strategic risks, operational risks, and environmental risks.

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

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

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

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

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

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

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

Contacts

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

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

Read full story here

: Business Wire; Posted On Wednesday, 09 November 2022 01:03

Excelerate Energy Announces Quarterly Cash Dividend

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

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

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

ABOUT EXCELERATE ENERGY

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

Forward-Looking Statements

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

Contacts

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

Media
Stephen Pettibone / Frances Jeter
FGS Global
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: Business Wire; Posted On Tuesday, 08 November 2022 13:03

Jämtkraft Selects Hansen for Regulating Power Market Operations

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

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

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

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

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

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

For more information, visit www.hansencx.com

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

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

Contacts

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

: Business Wire; Posted On Wednesday, 09 November 2022 01:03

Forum Energy Technologies Announces Third Quarter 2022 Results and Outlook

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

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

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

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

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

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

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

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

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

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

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

Forward Looking Statements and Other Legal Disclosure

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

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

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

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

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

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

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

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

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

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

Weighted average shares outstanding
Basic		5.7			5.6
Diluted		10.5			5.6

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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


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

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

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

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

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

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

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

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

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

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

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

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

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

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

Contacts

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

Read full story here

: Business Wire; Posted On Tuesday, 08 November 2022 13:03

Lineage Logistics Extends U.S. EPA SmartWay® Transport Partnership

~Partnership underscores Lineage’s commitment to strong environmental leadership and its ongoing efforts to create a more sustainable cold chain~

NOVI, Mich.--(BUSINESS WIRE)--#oneLineage--Lineage Logistics, LLC (“Lineage” or the “Company”), the world’s largest and most innovative temperature-controlled industrial REIT and logistics solutions provider, today announced it has renewed its participation in the U.S. Environmental Protection Agency’s (EPA) SmartWay Transport Partnership, a program that provides a framework to assess the environmental performance and energy efficiency of goods moving through supply chains so partnering companies can reduce their environmental footprint.

Launched in 2004, the SmartWay program helps companies advance supply chain sustainability by measuring, benchmarking and improving freight transportation efficiency. Moreover, the program also helps companies select more efficient freight carriers, transport modes, equipment and operational strategies to improve supply chain sustainability.

“At Lineage, we recognize the opportunity our industry has in creating and advancing a more sustainable supply chain, and we look forward to working with the EPA and our Carrier Partners to further reduce our emissions and improve our energy efficiency,” said Greg Bryan, EVP of Logistics at Lineage Logistics. “We are excited to lead the industry forward, and this partnership serves as yet another example of our ambition to be a better and more responsible company that aids in feeding the world.”

Lineage joins nearly 4,000 SmartWay partners including shippers, logistics companies, trucks, rail, barge and multimodal carriers. To date, SmartWay partners have contributed to substantial energy savings including 336 million barrels of oil – the equivalent to eliminating annual energy usage in over 21 million homes – and $44.8 billion on fuel costs. The SmartWay program has also helped participating companies avoid emitting 143 million metric tons of CO2, 2.7 million short tons of nitrogen oxides (NOx) and 112,000 short tons of particulate matter (PM).

Since 2015, Lineage has implemented ambitious initiatives to reduce the Company’s energy consumption with quantifiable and impactful targets that align with its purpose to transform the food supply chain to eliminate waste and help feed the world. This partnership will help the Company achieve its goal of reaching net-zero carbon emissions by 2040 – ten years ahead of the Paris Agreement.

For information about the SmartWay Transport Partnership, please visit www.epa.gov/smartway.

About Lineage Logistics

Lineage Logistics is the world’s largest temperature-controlled industrial REIT and logistics solutions provider. It has a global network of over 400 strategically located facilities totaling over 2 billion cubic feet of capacity, which spans 20 countries across North America, Europe and Asia-Pacific. Lineage’s industry-leading expertise in end-to-end logistical solutions, its unrivaled real estate network and the development and deployment of innovative technology help increase distribution efficiency, advance sustainability, minimize supply chain waste and, most importantly, as a Visionary Partner of Feeding America, help feed the world. In recognition of the company’s leading innovations and sustainability initiatives, Lineage was No. 17 in the 2021 CNBC Disruptor 50 list, the No 1. Data Science company, and 23rd overall, on Fast Company’s 2019 list of The World’s Most Innovative Companies, in addition to being included on Fortune’s Change The World list in 2020. Lineage is a 2022 U.S. Best Managed Company, a recognition by Deloitte Private and The Wall Street Journal for private companies that demonstrate excellence in strategic planning and execution, corporate culture and financial results. (www.lineagelogistics.com)

Contacts

Lineage Logistics
Christina Wiese
734-608-1855
This email address is being protected from spambots. You need JavaScript enabled to view it.

: Business Wire; Posted On Wednesday, 09 November 2022 01:02

Redwire Corporation Reports Third Quarter 2022 Financial Results

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

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

Q3 2022 Highlights

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

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

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

Additional Q3 2022 Financial Highlights:

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

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

Acquisition Activity

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

Capitalization and Liquidity

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

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

Financial Results Investor Call

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

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

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

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

About Redwire Corporation

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

Cautionary Statement Regarding Forward-Looking Statements

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

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

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

Non-GAAP Financial Information

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

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

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

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

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

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

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

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

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

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

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: Business Wire; Posted On Tuesday, 08 November 2022 13:02

Vertex Energy Announces Third Quarter 2022 Results

HOUSTON--(BUSINESS WIRE)--Vertex Energy, Inc. (NASDAQ:VTNR) (“Vertex” or the “Company”), a leading specialty refiner and marketer of high-quality refined products, today announced its financial results for the third quarter ended September 30, 2022.

The company will host a conference call to discuss 3Q22 results today at 8:00 A.M. Eastern Time, details are included at the end of this release.

THIRD QUARTER 2022 HIGHLIGHTS

Reported net income of $22.2 million, or $0.28 per fully diluted share
Reported Adjusted EBITDA of $1.7 million
Continued safe operation of Mobile refinery with third quarter 2022 operational results in-line with prior guidance for throughput, operating expense per barrel, and capture rate
Renewable diesel conversion project continues to track on schedule and budget for scheduled start-up in the second quarter 2023
Hedge position expiration on September 30, 2022, positions the Company to capitalize on recent near-record refining margins in fourth quarter 2022
Total liquidity including restricted cash of $122.3 million as of September 30, 2022

Vertex reported third quarter 2022 net income of $22.2 million, or $0.28 per fully diluted share, versus net income of $7.9 million, or $0.12 per fully diluted share for the third quarter 2021. Adjusted earnings before interest, taxes, depreciation and amortization (“Adjusted EBITDA”) was $1.7 million for the third quarter 2022 compared to Adjusted EBITDA of $1.5 million in the prior-year period. Financial results for the third quarter 2022 include several non-recurring, extraordinary items, including a $47.7 million reversal of unrealized derivative losses from 2Q22, realized derivative losses of $37.2 million, a $12.3 million gain related to a change in derivative liability, a $17.9 million negative inventory backwardation charge and $2.9 million in charges related to the recent Shell refinery acquisition. Schedules reconciling the Company’s GAAP and non-GAAP financial results, including Adjusted Net Income and Adjusted EBITDA are included later in this release (see also “Non-GAAP Financial Measures”, below).

Management Commentary

“During the third quarter, we demonstrated continued operational reliability and flexibility at our Mobile, AL facility, despite several unforeseen challenges,” stated Benjamin P. Cowart, President and CEO of Vertex, who continued, “Our third quarter financial results included some non-recurring items related to hedges and transaction costs. With those non-recurring items now behind us, we remain very confident in our future financial performance given our increased access to spot refined product margins following hedge expirations, compounded by improved efficiency and product yields, following the completion of maintenance operations during the third quarter. We now believe the Company is positioned extremely well to demonstrate our true cash generation capability during the fourth quarter of 2022 and into 2023.”

Operating Details and Discussion

Mobile Refinery Operations

The Mobile refinery operations generated $48.8 million of refining gross profit or $7.73 per barrel during the third quarter 2022, its second quarter of operations since being acquired by Vertex. The Mobile refinery financial results include the impact of $38.7 million in realized hedge losses during the quarter, as well as an inventory backwardation charge in the amount of $17.9 million. Adjusting for the impact of non-recurring items, refining gross profit at Mobile was $86.9 million, or $13.92 per barrel.

Total throughput at the Mobile refinery was 67,954 barrels per day in the third quarter, resulting in 91% utilization for the stated operable capacity of approximately 75,000 barrels per day. Total production of finished high-value light products, such as gasoline, diesel and jet fuel, represented approximately 69% of the total production in the third quarter, vs 67% in 2Q22.

The benchmark 2/1/1 Gulf Coast crack spread was $34.82 in the third quarter 2022, an increase of 159% versus the third quarter 2021, supported by reduced inventories for refined fuels, a constrained global refining complex and continued strength in demand for conventional refined products. On an adjusted gross profit per barrel basis, excluding non-fuel costs, the Mobile refinery captured 52% of the Gulf Coast 2/1/1 crack spread, in line with prior expectations.

The following table presents the summary financial and operating results from the Mobile Refinery:

	3Q22		2Q22		% Q/Q	Prior Guidance
						Low		High
Total Throughput - Barrels per day (bpd)		67,954		72,133	(5.8%)		68,000		69,000
Total Production - Million barrels (MMbbl)		6.24		6.53	(4.4%)		-		-
Facility Capacity Utilization		90.6%		96.2%	-		-		-

Operating Expenses Per Barrel		$4.20		$3.35	25.4%		$4.25		$4.50
Gross Margin ($ / millions)		$48.8		$2.0	2,340.0%		-		-

Realized Gross Margin Per Barrel		$7.73		$14.11	(45.2%)		-		-
Adjusted Gross Margin Per Barrel		$13.92		$23.16	(39.9%)		-		-

Gulf Coast 2-1-1 Crack Spread		$34.82		$45.06	(22.7%)		-		-
Capture Rate		52.2%		51.0%	2.4%		50.0%		54.0%

Production Yield
Gasoline (bpd)		15,310		17,997	(14.9%)		-		-
% Production		22.6%		25.1%	-		-		-
Diesel (bpd)		20,342		19,420	4.7%		-		-
% Production		30.0%		27.1%	-		-		-
Jet Fuel (bpd)		11,026		10,692	3.1%		-		-
% Production		16.3%		14.9%	-		-		-
Other (bpd)		21,147		23,646	(10.6%)		-		-
% Production		31.2%		33.0%	-		-		-
Total production (bpd)		67,825		71,755	-		-		-

Black Oil & Recovery Segment

The legacy Black Oil and Recovery segment generated gross profit of $7.2 million for the third quarter 2022. Operating income was $2.2 million in quarter. The prior year period is not comparable due to the reclassification of our segment operating and financial data, which has been consolidated into two primary reportable segments, Black Oil and Recovery and Refining and Marketing, for financial reporting purposes.

During the 2022 third quarter, the Company’s legacy Marrero (Louisiana) and Columbus (Ohio) refineries operated at 106% and 93% of total utilization, respectively.

Renewable Diesel Conversion Project Timeline & Construction Update

Renewable diesel conversion project continues on estimated timeline and budget. Vertex’s previously disclosed capital project designed to modify the Mobile, Alabama refinery’s hydrocracking unit to produce renewable diesel fuel on a standalone basis continues to progress along the Company’s recently updated construction timeline towards mechanical completion during the first quarter 2023, with initial renewable diesel production volumes expected in second quarter 2023. Expected total capital costs for the project continue to track in-line with the previously targeted project budget of $90-$100 million. Recent construction progress milestones as of November 1, 2022 include:

95% of all project civil construction work completed
Recent procurement delays on critical bulk items resolved
100% of pipe and valve fittings have arrived at the fabrication shop with all final components projected to be delivered on-site by the end of year
Final delivery of long lead engineered equipment is expected to be on-site on or around feed-out in January

Balance Sheet and Liquidity Update

As of September 30, 2022, the Company had total cash and equivalents of $122.3 million including $4.9 million of restricted cash on the balance sheet. Vertex had total net debt outstanding of $364.0 million at the end of the third quarter 2022, including lease finance obligations of $45.4 million. The ratio of net debt to trailing twelve month Adjusted EBITDA was 2.5x as of September 30, 2022, which includes only two quarters of Adjusted EBITDA contribution from the Mobile refinery.

Management Outlook

Based on current data and projected trends, Company management believes that several ongoing factors will continue to support a robust refined product margin environment for the US refining complex in the near to medium term. Primary market drivers include continued strength in global refined product demand, reduced capacity in global refining throughput and below average levels of domestic inventories of refined products including gasoline, and distillate. As a result, management’s expectations for a historically elevated margin environment continue through the fourth quarter of 2022 and into the first quarter of 2023.

All guidance presented below is current as of the time of this release and is subject to change. All prior financial guidance should no longer be relied upon.

Fourth Quarter 2022 Financial and Operating Outlook:
	4Q 2022
*Projections:*	Low	High
Mobile Refinery Total Throughput (bpd)	73,000	75,000
Direct Operating Expense ($/bbl)	$3.50	$3.75

Capture Rate (GC 211 Crack Spread)	50.0%	54.0%

Capital Expenditures ($ / millions)	$35.0	$40.0

Commodity Derivative Position and Price Risk Management Strategy

Vertex may, at times, utilize derivative instruments to manage exposure to fluctuations in various commodity prices, including refined fuel products sold, natural gas used in the refining process, as well as feedstocks and refined products held in inventory. Management sets and implements hedging policies in order to improve visibility on cost inputs, sales prices, and resulting cash flow generation for the purpose of planning and budgeting of the business.

As of September 30, 2022, the original crack spread hedges for the 2022 second and third quarter related to the Mobile acquisition have expired. The Company now remains exposed to prevailing market prices and conditions for the purchase and sale of all feedstocks and refined products.

Conference Call and Webcast Details

A conference call will be held today at 8:00 A.M. Eastern Time to review the Company’s financial results, discuss recent events and conduct a question-and-answer session.

An audio webcast of the conference call and accompanying presentation materials (which will be available 15 minutes before the start of the conference call) will also be available in the “Events and Presentation” section of Vertex’s website at www.vertexenergy.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.

To participate in the live teleconference:

Domestic: 1-877-300-8521
International: 1-412-317-6026

Conference ID: 10172978

To listen to a replay of the teleconference, which will be available through November 22, 2022, either go to the Events and Presentation section of Vertex’s website at www.vertexenergy.com, or call the number below:

Domestic Replay: 1-844-512-2921
Access Code: 10172978

ABOUT VERTEX ENERGY

Houston-based Vertex Energy, Inc. (NASDAQ: VTNR), is an energy transition company focused on the production and distribution of conventional and alternative fuels. Vertex owns a refinery in Mobile (AL) with an operable refining capacity of 75,000 barrels per day and more than 3.2 million barrels of product storage, positioning it as a leading supplier of fuels in the region. Vertex is also one of the largest processors of used motor oil in the U.S., with operations located in Houston and Port Arthur (TX), Marrero (LA), and Columbus (OH). Vertex also owns a facility, Myrtle Grove, located on a 41-acre industrial complex along the Gulf Coast in Belle Chasse, LA, with existing hydroprocessing and plant infrastructure assets, that include nine million gallons of storage. The Company has built a reputation as a key supplier of base oils to the lubricant manufacturing industry throughout North America.

FORWARD-LOOKING STATEMENTS

Certain of the matters discussed in this communication which are not statements of historical fact constitute forward-looking statements within the meaning of the securities laws, including the Private Securities Litigation Reform Act of 1995, that involve a number of risks and uncertainties. Words such as “strategy,” “expects,” “continues,” “plans,” “anticipates,” “believes,” “would,” “will,” “estimates,” “intends,” “projects,” “goals,” “targets” and other words of similar meaning are intended to identify forward-looking statements but are not the exclusive means of identifying these statements. Any statements made in this news release other than those of historical fact, about an action, event or development, are forward-looking statements. The important factors that may cause actual results and outcomes to differ materially from those contained in such forward-looking statements include, without limitation, the Company’s projected Outlook for the fourth quarter of 2022, as discussed above; the Company’s ability to raise sufficient capital to complete future capital projects and the terms of such funding, to the extent necessary; the timing of planned capital projects at the Mobile Refinery and the outcome thereof; the future production of the Mobile Refinery; the estimated timeline of the renewable diesel capital project, estimated and actual production associated therewith, estimated revenues over the course of the agreement with Idemitsu, anticipated and unforeseen events which could reduce future production at the refinery or delay planned capital projects, changes in commodity and credits values, and certain early termination rights associated with the Idemitsu agreement and conditions precedent to such agreement; certain mandatory redemption provisions of the outstanding senior convertible notes, the conversion rights associated therewith, and dilution caused by such conversions; the Company’s ability to comply with required covenants under outstanding senior notes and a term loan and pay amounts due under such senior notes and term loan, including interest and other amounts due thereunder; the ability of the Company to retain and hire key personnel; risks associated with the ability of Vertex to complete current plans for expansion and growth, and planned capital projects; the level of competition in our industry and our ability to compete; our ability to respond to changes in our industry; the loss of key personnel or failure to attract, integrate and retain additional personnel; our ability to protect our intellectual property and not infringe on others’ intellectual property; our ability to scale our business; our ability to maintain supplier relationships and obtain adequate supplies of feedstocks; our ability to obtain and retain customers; our ability to produce our products at competitive rates; our ability to execute our business strategy in a very competitive environment; trends in, and the market for, the price of oil and gas and alternative energy sources; the impact of inflation on margins and costs; the volatile nature of the prices for oil and gas caused by supply and demand, including volatility caused by the ongoing Ukraine/Russia conflict; our ability to maintain our relationships with our partners; the impact of competitive services and products; the outcome of pending and potential future litigation, judgments and settlements; rules and regulations making our operations more costly or restrictive; changes in environmental and other laws and regulations and risks associated with such laws and regulations; economic downturns both in the United States and globally, increases in inflation and interest rates, increased costs of borrowing associated therewith and potential declines in the availability of such funding; risk of increased regulation of our operations and products; disruptions in the infrastructure that we and our partners rely on; interruptions at our facilities; unexpected and expected changes in our anticipated capital expenditures resulting from unforeseen or planned required maintenance, repairs, or upgrades; our ability to acquire and construct new facilities; our ability to effectively manage our growth; decreases in global demand for, and the price of, oil, due to COVID-19, state, federal and foreign responses thereto, inflation, recessions or other reasons, including declines in economic activity or global conflicts; our ability to acquire sufficient amounts of used oil feedstock through our collection routes, to produce finished products, and in the absence of such internally collected feedstocks, and our ability to acquire third-party feedstocks on commercially reasonable terms; unexpected downtime at our facilities; risks associated with COVID-19, the global efforts to stop the spread of COVID-19, potential downturns in the U.S. and global economies due to COVID-19 and the efforts to stop the spread of the virus, and COVID-19 in general; anti-dilutive rights associated with our outstanding securities; our level of indebtedness, which could affect our ability to fulfill our obligations, impede the implementation of our strategy, and expose us to interest rate risk; dependence on third party transportation services and pipelines; risks related to obtaining required crude oil supplies, and the costs of such supplies; counterparty credit and performance risk; unanticipated problems at, or downtime effecting, our facilities and those operated by third parties; risks relating to our hedging activities; and risks relating to planned divestitures and acquisitions. Other important factors that may cause actual results and outcomes to differ materially from those contained in the forward-looking statements included in this communication are described in the Company’s publicly filed reports, including, but not limited to, the Company’s Annual Report on Form 10-K for the year ended December 31, 2021, and the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2022 and future Annual Reports on Form 10-K and Quarterly Reports on Form 10-Q. These reports are available at www.sec.gov. The Company cautions that the foregoing list of important factors is not complete. All subsequent written and oral forward-looking statements attributable to the Company or any person acting on behalf of the Company are expressly qualified in their entirety by the cautionary statements referenced above. Other unknown or unpredictable factors also could have material adverse effects on Vertex’s future results. The forward-looking statements included in this press release are made only as of the date hereof. Vertex cannot guarantee future results, levels of activity, performance or achievements. Accordingly, you should not place undue reliance on these forward-looking statements. Finally, Vertex undertakes no obligation to update these statements after the date of this release, except as required by law, and takes no obligation to update or correct information prepared by third parties that are not paid for by Vertex. If we update one or more forward-looking statements, no inference should be drawn that we will make additional updates with respect to those or other forward-looking statements.

PROJECTIONS

The financial projections (the “Projections”) included herein were prepared by Vertex in good faith using assumptions believed to be reasonable. A significant number of assumptions about the operations of the business of Vertex were based, in part, on economic, competitive, and general business conditions prevailing at the time the Projections were developed. Any future changes in these conditions, may materially impact the ability of Vertex to achieve the financial results set forth in the Projections. The Projections are based on numerous assumptions, including realization of the operating strategy of Vertex; industry performance; no material adverse changes in applicable legislation or regulations, or the administration thereof, or generally accepted accounting principles; general business and economic conditions; competition; retention of key management and other key employees; absence of material contingent or unliquidated litigation, indemnity, or other claims; minimal changes in current pricing; static material and equipment pricing; no significant increases in interest rates or inflation; and other matters, many of which will be beyond the control of Vertex, and some or all of which may not materialize. The Projections also assume the continued uptime of the Company’s facilities at historical levels and the successful funding of, timely completion of, and successful outcome of, planned capital projects. Additionally, to the extent that the assumptions inherent in the Projections are based upon future business decisions and objectives, they are subject to change. Although the Projections are presented with numerical specificity and are based on reasonable expectations developed by Vertex’s management, the assumptions and estimates underlying the Projections are subject to significant business, economic, and competitive uncertainties and contingencies, many of which will be beyond the control of Vertex. Accordingly, the Projections are only estimates and are necessarily speculative in nature. It is expected that some or all of the assumptions in the Projections will not be realized and that actual results will vary from the Projections. Such variations may be material and may increase over time. In light of the foregoing, readers are cautioned not to place undue reliance on the Projections. The projected financial information contained herein should not be regarded as a representation or warranty by Vertex, its management, advisors, or any other person that the Projections can or will be achieved. Vertex cautions that the Projections are speculative in nature and based upon subjective decisions and assumptions. As a result, the Projections should not be relied on as necessarily predictive of actual future events.

NON-GAAP FINANCIAL MEASURES

In addition to our results calculated under generally accepted accounting principles in the United States ("GAAP"), in this earnings release we also present Refining Gross Margin, EBITDA and Adjusted EBITDA. Refining Gross Margin, EBITDA and Adjusted EBITDA are “non-GAAP financial measures” presented as supplemental measures of the Company’s performance. They are not presented in accordance with GAAP. Refining gross margin is defined as revenues less the cost of fuel intakes and other fuel costs. It excludes operating expense and depreciation attributable to cost of revenues and other non-operating items in cost of revenues. EBITDA represents net income before interest, taxes, depreciation and amortization, for continued and discontinued operations. Adjusted EBITDA is defined as EBITDA before other income, impairment loss on assets, unrealized (gain)/loss on hedging activities, (gain)/loss on hedge roll (backwardation), environmental clean-up reserve, loss (gain) on change in value of derivative warrant liability, unrealized (gain) loss on derivative instruments, gain (loss) on intermediation agreement, Shell transaction related and acquisition expenses and stock-based compensation expense (for continued and discontinued operations) and other unusual or non-recurring items. Refining gross margin is defined as gross profit (loss) less the cost of fuel intakes and other fuel costs. Refining Gross Margin, EBITDA and Adjusted EBITDA are presented because we believe they provide additional useful information to investors due to the various noncash items during the period.

Contacts

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203-682-8284

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: Business Wire; Posted On Wednesday, 09 November 2022 01:02

Advanced Energy Declares Quarterly Cash Dividend

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

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

About Advanced Energy

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

Advanced Energy | Precision. Power. Performance. Trust.

Contacts

Edwin Mok
Advanced Energy Industries, Inc.
970-407-6555
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: Business Wire; Posted On Tuesday, 08 November 2022 13:02

NOG Announces Full Mandatory Conversion of Series A Convertible Preferred Stock

MINNEAPOLIS--(BUSINESS WIRE)--Northern Oil and Gas, Inc. (NYSE: NOG) (“NOG” or the “Company”) today announced that it has exercised in full its mandatory conversion rights on its outstanding 6.500% Series A Perpetual Convertible Preferred Stock (“Preferred Stock”). The outstanding shares of Preferred Stock will automatically convert to shares of the Company’s common stock, $0.001 par value (“Common Stock”), on November 15, 2022 (the “Mandatory Conversion Date”). Holders of the Preferred Stock will receive 4.4878 shares of Common Stock and a cash payment of $6.3337 for each share of Preferred Stock converted. Cash will be paid in lieu of fractional shares of Common Stock.

All dividends on the Preferred Stock will cease to accumulate on the Mandatory Conversion Date. On November 15, 2022, holders of record at the close of business on November 1, 2022 will separately receive a final semi-annual cash dividend of $3.25 per share on the Preferred Stock.

HIGHLIGHTS

No impact on NOG’s fully diluted share count as the Preferred Stock has been included in NOG’s fully diluted per share calculations on an as-converted basis.
The 1,643,732 outstanding shares of Preferred Stock will convert into an aggregate of approximately 7,376,740 shares of Common Stock.
The Company will pay approximately $15.8 million in total on November 15, 2022, for the final Preferred Stock dividend payment ($3.25 per preferred share) and the additional payment related to the conversion ($6.3337 per preferred share).
Based on NOG’s recent $0.30 per share declared Common Stock dividend, the conversion of the Preferred Stock will reduce annualized dividend payments by approximately $1.8 million per year.

MANAGEMENT COMMENT

“We are excited to continue to simplify our capital structure with this transaction and eliminate the 6.5% dividend paid on the Preferred Stock,” commented Chad Allen, Northern’s Chief Financial Officer. “The conversion will have no effect on our diluted share count and related adjusted earnings calculations.”

“The Preferred Stock was originally issued in November 2019 to incentivize our prior debt holders to accelerate the deleveraging of the Company,” commented Nick O’Grady, Northern’s Chief Executive Officer. “Today’s conversion is a testament to the upward progress of the Company and has proven to be a win-win transaction for all our stakeholders, past and current.”

ABOUT NOG

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

Contacts

Investor Relations
952-476-9800
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: Business Wire; Posted On Wednesday, 09 November 2022 01:02

Hyliion Holdings Reports Third-Quarter 2022 Financial Results

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

Key Business Highlights

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

Executive Commentary

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

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

Hypertruck ERX Development

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

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

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

Hypertruck ERX Go-To-Market Strategy

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

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

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

Hybrid Update

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

KARNO Acquisition

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

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

New Chief Financial Officer

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

Financial Highlights and Operating Expense Guidance

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

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

Third Quarter 2022 Conference Call

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

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

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

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

About Hyliion

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

Forward Looking Statements

The information in this press release includes “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. All statements, other than statements of present or historical fact included in this press release, regarding Hyliion and its future financial and operational performance, as well as its strategy, future operations, estimated financial position, estimated revenues, and losses, projected costs, prospects, plans and objectives of management are forward looking statements. When used in this press release, including any oral statements made in connection therewith, the words “could,” “should,” “will,” “may,” “believe,” “anticipate,” “intend,” “estimate,” “expect,” “project,” the negative of such terms and other similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain such identifying words. These forward-looking statements are based on management’s current expectations and assumptions about future events and are based on currently available information as to the outcome and timing of future events. Except as otherwise required by applicable law, Hyliion expressly disclaims any duty to update any forward-looking statements, all of which are expressly qualified by the statements herein, to reflect events or circumstances after the date of this press release. Hyliion cautions you that these forward-looking statements are subject to numerous risks and uncertainties, most of which are difficult to predict and many of which are beyond the control of Hyliion. These risks include, but are not limited to, our status as an early stage company with a history of losses, and our expectation of incurring significant expenses and continuing losses for the foreseeable future; our ability to develop to develop key commercial relationships with suppliers and customers; our ability to retain the services of Thomas Healy, our Chief Executive Officer; our ability to disrupt the powertrain market; the effects of our dynamic and proprietary solutions on commercial truck customers; the ability to accelerate the commercialization of the Hypertruck ERX; our ability to meet 2022 and future product milestones; the impact of COVID-19 on long-term objectives; the ability of our solutions to reduce carbon intensity and greenhouse gas emissions, the expected performance and integration of the KARNO generator and system, and the other risks and uncertainties described under the heading “Risk Factors” in our other SEC filings including in our Annual Report (See item 1A. Risk Factors) on Form 10-K filed with the Securities and Exchange Commission (the “SEC”) on February 24, 2022 for the year ended December 31, 2021. Given these risks and uncertainties, readers are cautioned not to place undue reliance on such forward-looking statements. Should one or more of the risks or uncertainties described in this press release occur, or should underlying assumptions prove incorrect, actual results and plans could different materially from those expressed in any forward-looking statements. Additional information concerning these and other factors that may impact Hyliion’s operations and projections can be found in its filings with the SEC. Hyliion’s SEC Filings are available publicly on the SEC’s website at www.sec.gov, and readers are urged to carefully review and consider the various disclosures made in such filings.

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

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

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

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

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

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

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

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

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

Commitments and contingencies

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

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

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

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

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

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

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

Contacts

Hyliion Holdings Corp.
Ryann Malone
This email address is being protected from spambots. You need JavaScript enabled to view it.
(833) 495-4466

Sharon Merrill Associates, Inc.
Nicholas Manganaro
This email address is being protected from spambots. You need JavaScript enabled to view it.
(617) 542-5300

: Business Wire; Posted On Tuesday, 08 November 2022 13:02

Global Inland Water Freight Transport Market (2022 to 2031) - Featuring Microsoft, IBM, SAP and Tata Consultancy Services Among Others - ResearchAndMarkets.com

DUBLIN--(BUSINESS WIRE)--The "Inland Water Freight Transport Global Market Report 2022: By Fuel, By Vessel Type" report has been added to ResearchAndMarkets.com's offering.

This report provides strategists, marketers and senior management with the critical information they need to assess the global inland water freight transport market as it emerges from the COVID-19 shut down.

The global inland water freight transport market is expected to grow from $15.91 billion in 2021 to $16.71 billion in 2022 at a compound annual growth rate (CAGR) of 5.0%. The market is expected to grow to $19.34 billion in 2026 at a compound annual growth rate (CAGR) of 3.7%.

Companies Mentioned

American Commercial Barge Line
Ingram Barge
Kirby Inland Marine
American River Transportation
CMA CGM Group
McKeil Marine Limited
AP Moller - Maersk A/S
Rhenus Group
Rhenus Group
Imperial Logistics International

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The inland water freight transport market consists of sales of inland water freight transportation services and related goods by entities (organizations, sole traders, and partnerships) that provide inland water transportation of cargo on lakes, rivers, or intra-coastal waterways. Only goods and services traded between entities or sold to end consumers are included.

The main types of transportation in the inland water freight transport market are liquid bulk transportation and dry bulk transportation. Dry bulk transportation involves the shipment of dry raw materials in large unpackaged parcels. It is also segmented by fuel into heavy fuel oil, diesel, biofuel, and others and by vessel type into cargo ships, container ships, tankers, and others.

Western Europe was the largest region in the inland water freight transport market in 2021. Asia Pacific was the second largest region in the inland water freight transport market. The regions covered in this report are Asia-Pacific, Western Europe, Eastern Europe, North America, South America, Middle East, and Africa.

The need for economical transportation for cargo has been the main driving factor for the inland water freight transport market. Water freight is usually considered inexpensive and economical for heavier cargo because of the difference in fare charging in comparison to other modes of transport. In water transport, the rate is often calculated by the cubic meter of the standard container and on other hand in air transport, the chargeable weight is calculated by a combination of size and weight of cargo.

According to the U.S. Department of Transportation, goods worth approximately $736 billion were shipped through ocean vessels in 2000 and by 2020, the international trade is expected to be double within the US, with the majority of the trade is expected to move via ocean shipping. According to the World Bank, which is the major financer in India's National Waterway Project, the cost for transporting one ton of freight over 100 km through roadways is around $3.07, through railways is around $1.93 and through waterways is around $1.62 and this makes waterways the economical way of transporting cargo in India.

Volatility in the crude oil price is impacting the water transport and therefore it is expected to restrain the market for inland water freight transport during the period.

According to the United Nations Conference on Trade and Development, fuel oil is a major source powering the global economy and supplies 95% of the energy used in world transport. Water transport carries over 80% of global merchandise trade by volume and is highly dependent on oil. As the cost of oil rises, the carriers are forced to raise prices or bear losses. Usually, the receiver is charged more to make up for added costs. Higher fuel costs cause product inflation and affect every aspect of product transportation.

When fuel prices fall, the consumer receives goods at a low price and logistic companies use the saved money to improve their operations. An increase or decrease in fuel price affects the operations cost directly. For instance, according to US energy information administration data, crude oil prices rose during the year 2021, with Brent crude oil spot prices averaging $71/b for the year compared with $42/b in 2020., thus increasing the operating costs of water transport and hindering the inland water freight transport market growth.

The development of information technology platforms for better vessel management is an emerging trend in the inland water freight transport market. According to the United Nations Conference on Trade and Development (UNCTAD) in 2019, about 80% of global trade by volume was carried by waterways with a fleet of 95402 ships. Information technology on ships is used for fuel optimization and monitoring vessel performance, recognizing scanned copies and photos of documents, customer relationship management, warehouse management, and Que management system.

The countries covered in the inland water freight transport market are Australia, Brazil, China, France, Germany, India, Indonesia, Japan, Russia, South Korea, UK, and USA.

For more information about this report visit https://www.researchandmarkets.com/r/mev3jh

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: Business Wire; Posted On Wednesday, 09 November 2022 01:02

Driving Sustainable Energy Development, CHINT Partners Singapore Polytechnic

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

CHINT Solutions for Sustainable Energy Development

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

SP-CHINT Smart Electrical Power Training Laboratory

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

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

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

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

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

About CHINT Global

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

About Singapore Polytechnic

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

Contacts

Cora Geng
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: Business Wire; Posted On Tuesday, 08 November 2022 13:02

International Seaways Reports Third Quarter 2022 Results

NEW YORK--(BUSINESS WIRE)--International Seaways, Inc. (NYSE: INSW) (the “Company” or “INSW”), one of the largest tanker companies worldwide providing energy transportation services for crude oil and petroleum products, today reported results for the third quarter of 2022.

HIGHLIGHTS & RECENT DEVELOPMENTS

Record earnings for the second consecutive quarter: Net income for the third quarter was $113.4 million, or $2.28 per diluted share, compared to a net loss of $67.4 million, or $1.44 per diluted share, in the third quarter of 2021.
Adjusted EBITDA^(A) for the third quarter was approximately $157.1 million.
Total liquidity was $475.5 million as of September 30, 2022, which includes cash^(B) of $255.5 million and $220.0 million of undrawn revolver capacity.
Returns to Shareholders:
- Declared special dividend of $1.00 per share to be paid in December 2022 in addition to regular quarterly cash dividend of $0.12 per share
- Paid the regular quarterly cash dividend of $0.12 per share in September 2022, representing the eleventh consecutive quarter of quarterly dividends
- Repurchased 687,740 shares for approximately $20 million, representing an average price of $29.08 per share.
- Returned to shareholders a cumulative $129.3 million since the start of 2020.
Balance Sheet Enhancements:
- De-levered by repaying the total outstanding balance of $25 million on the 8.5% senior notes due June 2023.

“We generated record earnings during the quarter, thanks both to a strong rate environment and the steps we have taken in the last several quarters to prepare for the market recovery,” said Lois Zabrocky, President and CEO of International Seaways. “We expanded our fleet with a diversified portfolio of crude and product tankers, which resulted in significant operating leverage to capture the strong rate environment. We’ve also enhanced our debt profile, extending our maturities and maintaining our low cash break-evens. These initiatives enabled us to continue our commitment to returning capital to shareholders. We paid our eleventh consecutive quarterly dividend, which we increased earlier in the year; we repurchased shares in accretive transactions; and we declared an additional special dividend of $1.00 per share, our second supplemental dividend in two years.”

Ms. Zabrocky added, “We remain committed to our balanced capital allocation strategy as the shipping cycle continues to evolve, and we are well-positioned to take advantage of one of the strongest markets in the last 10 years. We expect the market to remain robust as the focus on energy security drives regional imbalances of oil, creating strong demand for tankers to travel long distances for higher tanker utilization. The supply side outlook is also positive, as the global fleet is unlikely to substantially grow in the near term due to pending environmental regulations and limited newbuild capacity at shipyards already full of orders from other shipping sectors.”

Jeff Pribor, the Company’s CFO stated, “Our substantial earnings power was evident in third quarter, as we ended the quarter with $475 million in total liquidity even after allocating $45 million of cash to additional de-leveraging and share repurchases. Our balance sheet remains strong, with a net loan-to-value ratio of under 29% and ample liquidity to execute our capital allocation strategy. We declared an incremental dividend of $1.00 per share reflecting our strong cash flows during the third quarter. At this point in the cycle, Seaways is well-positioned to continue prioritizing cash returns to shareholders with our significant operating leverage and cash flow generation.”

THIRD QUARTER 2022 RESULTS

Net income for the third quarter of 2022 was $113.4 million, or $2.28 per diluted share, compared to a net loss of $67.4 million, or $1.44 per diluted share, for the third quarter of 2021. The increase in the third quarter of 2022 was principally driven by a $161.6 million increase in revenues amid strengthening market conditions, arising from historically low inventories and regional imbalances brought on by global energy security concerns, and $47.1 million in merger and integration related costs incurred in the third quarter of 2021 related to the Company’s merger with Diamond S. Such items were partially offset by a $9.1 million in gain on the disposal of vessels recorded in the prior year’s quarter.

Consolidated TCE revenues^(C) for the third quarter were $234.5 million, compared to $73.0 million for the third quarter of 2021. Shipping revenues for the third quarter were $236.8 million, compared to $84.8 million for the third quarter of 2021.

Adjusted EBITDA^(A) for the third quarter was $157.1 million, compared to $8.0 million for the third quarter of 2021.

Crude Tankers
TCE revenues for the Crude Tankers segment were $75.2 million for the third quarter, compared to $34.8 million for the third quarter of 2021. This increase was primarily attributable to an increase in spot rates as the average spot earnings of the VLCC, Suezmax and Aframax sectors were approximately $24,400, $34,200 and $38,300 per day, respectively, compared with approximately $10,700, $10,700 and $9,800 per day, respectively, during the third quarter of 2021. Shipping revenues for the Crude Tankers segment were $77.1 million for the third quarter of 2022, compared to $41.8 million for the third quarter of 2021.

Product Carriers
TCE revenues for the Product Carriers segment were $159.4 million for the third quarter, compared to $38.2 million for the third quarter of 2021. This significant increase is attributable substantially higher spot rates with average spot earnings for the LR1 and MR sectors of approximately $41,000 and $36,000 per day, respectively, in the third quarter of 2022 compared with approximately $12,500 and $10,000 per day, respectively, in the third quarter of 2021. Additionally, an increase of about 731 spot revenue days as a result of fleet optimization and a reduction in off-hire days contributed to higher revenues. Shipping revenues for the Product Carriers segment were $159.8 million for the third quarter, compared to $43.1 million for the third quarter of 2021.

THIRD QUARTER YEAR-TO-DATE 2022 RESULTS

Net income for the first nine months of 2022 was $169.5 million, or $3.40 per diluted share, compared to a net loss of $99.5 million, or $2.90 per diluted share, for the first nine months of 2021.

Consolidated TCE revenuesfor the first nine months of 2022 were $518.1 million, compared to $162.9 million for the first nine months of 2021. Shipping revenues for the first nine months of 2022 were $526.5 million, compared to $177.9 million for the first nine months of 2021.

Adjusted EBITDA for the first nine months of 2022 was $294.8 million, compared to $28.5 million for the first nine months of 2021.

Crude Tankers
TCE revenues for the Crude Tankers segment were $171.1 million for the first nine months of 2022, compared to $101.8 million for the first nine months of 2021. Shipping revenues for the Crude Tankers segment were $178.8 million for the first nine months of 2022, compared to $111.8 million for the first nine months of 2021.

Product Carriers
TCE revenues for the Product Carriers segment were $346.9 million for the first nine months of 2022, compared to $61.0 million for the first nine months of 2021. Shipping revenues for the Product Carriers segment were $347.7 million for the first nine months of 2022, compared to $66.1 million for the first nine months of 2021.

REDEMPTION OF 8.5% SENIOR NOTES

On August 5, 2022, the Company redeemed the $25 million aggregate principal outstanding of the 8.5% senior notes due June 2023.

FLEET OPTIMIZATION PROGRAM

During the third quarter, progress payments on the dual-fuel, LNG powered, VLCC newbuilding were approximately $28 million. The remaining cost of the newbuilding project is fully financed under a sale leaseback arrangement and upon delivery in early 2023, the three vessels will commence long-term time charters with an oil major for seven years.

The Company completed the installation of a scrubber on a 2012-built Suezmax during her second special survey and applied advanced hull coatings on the three Suezmax vessels during drydockings in the third quarter of 2022.

In November 2022, the Company entered into a memorandum of agreement for the sale of a 2008-built MR, which is expected to be delivered to the buyers in the fourth quarter of 2022. Net proceeds of the sale are expected to be approximately $14 million after debt repayment and before other fees and expenses.

RETURNING CASH TO SHAREHOLDERS

During the third quarter, the Company paid its regular, quarterly dividend $0.12 per share, or $5.9 million in aggregate. In August 2022, the Company repurchased 687,740 shares of its common stock in open market purchases, at an average price of $29.08 per share, for a total cost of approximately $20.0 million. The Company’s current share repurchase program has approximately $40.0 million remaining and extends through the end of 2023.

The Company’s Board of Directors declared a regular quarterly dividend of $0.12 per share of common stock and a special dividend of $1.00 per share of common stock on November 7, 2022. Both dividends will be paid on December 22, 2022 to shareholders with a record date at the close of business on December 8, 2022.

CONFERENCE CALL

The Company will host a conference call to discuss its third quarter 2022 results at 9:00 a.m. Eastern Time (“ET”) on Tuesday, November 8, 2022. To access the call, participants should dial (844) 200-6205 for domestic callers and (929) 526-1599 for international callers and entering 110251. Please dial in ten minutes prior to the start of the call. A live webcast of the conference call will be available from the Investor Relations section of the Company’s website at https://www.intlseas.com.

An audio replay of the conference call will be available until November 15, 2022 by dialing (866) 813-9403 for domestic callers and +44 204 525 0658 for international callers, and entering Access Code 356047.

ABOUT INTERNATIONAL SEAWAYS, INC.

International Seaways, Inc. (NYSE: INSW) is one of the largest tanker companies worldwide providing energy transportation services for crude oil and petroleum products in International Flag markets. International Seaways owns and operates a fleet of 78 vessels, including 13 VLCCs (including three newbuildings), 13 Suezmaxes, five Aframaxes/LR2s, eight LR1s and 39 MR tankers. International Seaways has an experienced team committed to the very best operating practices and the highest levels of customer service and operational efficiency. International Seaways is headquartered in New York City, NY. Additional information is available at https://www.intlseas.com.

Forward-Looking Statements
This release contains forward-looking statements. In addition, the Company may make or approve certain statements in future filings with the U.S. Securities and Exchange Commission (SEC), in press releases, or in oral or written presentations by representatives of the Company. All statements other than statements of historical facts should be considered forward-looking statements. These matters or statements may relate to the consequences of the Company’s merger with Diamond S and plans to issue dividends, its prospects, including statements regarding vessel acquisitions, expected synergies, trends in the tanker markets, and possibilities of strategic alliances and investments. Forward-looking statements are based on the Company’s current plans, estimates and projections, and are subject to change based on a number of factors. Investors should carefully consider the risk factors outlined in more detail in the Annual Report on Form 10-K for 2021 for the Company, the Quarterly Report on Form 10-Q for the quarter ended March 31, 2022, the Quarterly Report on Form 10-Q for the quarter ended June 30, 2022, and in similar sections of other filings made by the Company with the SEC from time to time. The Company assumes no obligation to update or revise any forward-looking statements. Forward-looking statements and written and oral forward-looking statements attributable to the Company or its representatives after the date of this release are qualified in their entirety by the cautionary statements contained in this paragraph and in other reports previously or hereafter filed by the Company with the SEC.

Category: Earnings



Consolidated Statements of Operations
($ in thousands, except per share amounts)
		Three Months Ended						Nine Months Ended
		September 30,						September 30,
		2022			2021			2022			2021
		(Unaudited)			(Unaudited)			(Unaudited)			(Unaudited)
Shipping Revenues:
Pool revenues	$	215,240		$	50,543		$	463,729		$	101,657
Time and bareboat charter revenues		8,487			13,664			22,795			40,076
Voyage charter revenues		13,102			20,609			39,984			36,143
Total Shipping Revenues		236,829			84,816			526,508			177,876

Operating Expenses:
Voyage expenses		2,283			11,848			8,448			15,021
Vessel expenses		58,565			58,174			178,445			112,378
Charter hire expenses		7,797			5,679			22,799			17,283
Depreciation and amortization		27,728			25,806			81,984			59,639
General and administrative		11,839			8,129			32,852			23,141
Third-party debt modification fees		71			26			1,158			26
Merger and integration related costs		—			47,079			—			47,560
(Gain)/loss on disposal of vessels and other property, net of impairments		139			(9,104	)		(9,339	)		(5,088	)
Total operating expenses		108,422			147,637			316,347			269,960
Income/(loss) from vessel operations		128,407			(62,821	)		210,161			(92,084	)
Equity in (loss)/income of affiliated companies		(1	)		5,730			434			16,573
Operating income/(loss)		128,406			(57,091	)		210,595			(75,511	)
Other (expense)/income		360			(113	)		(440	)		446
Income/(loss) before interest expense and income taxes		128,766			(57,204	)		210,155			(75,065	)
Interest expense		(15,332	)		(10,639	)		(40,630	)		(24,925	)
Income/(loss) before income taxes		113,434			(67,843	)		169,525			(99,990	)
Income tax provision		(7	)		(35	)		(63	)		(36	)
Net income/(loss)		113,427			(67,878	)		169,462			(100,026	)
Less: Net loss attributable to noncontrolling interests		—			(526	)		—			(526	)
Net income/(loss) attributable to the Company	$	113,427		$	(67,352	)	$	169,462		$	(99,500	)

Weighted Average Number of Common Shares Outstanding:
Basic		49,312,716			46,903,955			49,493,315			34,395,732
Diluted		49,743,700			46,903,955			49,758,196			34,395,732

Per Share Amounts:
Basic net earnings/(loss) per share	$	2.30		$	(1.44	)	$	3.42		$	(2.90	)
Diluted net earnings/(loss) per share	$	2.28		$	(1.44	)	$	3.40		$	(2.90	)



Consolidated Balance Sheets
($ in thousands)
		September 30,		December 31,
		2022		2021
		(Unaudited)		(Unaudited)
ASSETS
Current Assets:
Cash and cash equivalents	$	174,465	$	97,883
Short-term investments		80,000		-
Voyage receivables		230,141		107,096
Other receivables		7,891		5,651
Inventories		873		2,110
Prepaid expenses and other current assets		11,379		11,759
Current portion of derivative asset		4,801		-
Total Current Assets		509,550		224,499

Restricted cash		1,060		1,050
Vessels and other property, less accumulated depreciation		1,707,775		1,802,850
Vessels construction in progress		101,701		49,291
Deferred drydock expenditures, net		64,013		55,753
Operating lease right-of-use assets		18,069		23,168
Investments in and advances to affiliated companies		38,109		180,331
Long-term derivative asset		6,252		1,296
Time charter contracts acquired, net		-		842
Other assets		13,374		7,700
Total Assets	$	2,459,903	$	2,346,780

LIABILITIES AND EQUITY
Current Liabilities:
Accounts payable, accrued expenses and other current liabilities	$	45,593	$	44,964
Current portion of operating lease liabilities		8,323		8,393
Current installments of long-term debt		166,965		178,715
Current portion of derivative liability		-		2,539
Total Current Liabilities		220,881		234,611
Long-term operating lease liabilities		8,087		12,522
Long-term debt		900,509		926,270
Long-term derivative liability		-		757
Other liabilities		1,594		2,288
Total Liabilities		1,131,071		1,176,448

Equity:
Total Equity		1,328,832		1,170,332
Total Liabilities and Equity	$	2,459,903	$	2,346,780



Consolidated Statements of Cash Flows
($ in thousands)
		Nine Months Ended September
	2022			2021
		(Unaudited)			(Unaudited)
Cash Flows from Operating Activities:
Net income/(loss)	$	169,462		$	(100,026	)
Items included in net income/(loss) not affecting cash flows:
Depreciation and amortization		81,984			59,639
Loss on write-down of vessels and other assets		1,697			3,497
Amortization of debt discount and other deferred financing costs		3,630			1,609
Amortization of time charter hire contracts acquired		842			1,743
Deferred financing costs write-off		610			—
Stock compensation		4,447			8,894
Earnings of affiliated companies		(10,017	)		(16,573	)
Merger and integration related costs, noncash		—			31,053
Write-off of registration statement costs		—			694
Other – net		(774	)		1,184
Items included in net income/(loss) related to investing and financing activities:
(Gain)/loss on disposal of vessels and other assets, net		(11,036	)		(8,585	)
Loss on sale of investments in affiliated companies		9,513			—
Cash distributions from affiliated companies		2,250			6,775
Payments for drydocking		(36,280	)		(23,816	)
Insurance claims proceeds related to vessel operations		4,545			1,184
Changes in operating assets and liabilities		(114,672	)		(16,305	)
Net cash provided by/(used in) operating activities		106,201			(49,033	)
Cash Flows from Investing Activities:
Cash acquired, net of equity issuance costs related to merger		—			54,155
Expenditures for vessels and vessel improvements		(87,603	)		(44,214	)
Proceeds from disposal of vessels and other property, net		79,476			113,510
Expenditures for other property		(674	)		(450	)
Investments in and advances to affiliated companies, net		1,862			(6,861	)
Proceeds from sale of investments in affiliated companies		138,966			—
Investments in short term time deposits		(80,000	)		—
Net cash provided by investing activities		52,027			116,140
Cash Flows from Financing Activities:
Borrowings on long term debt, net of lenders' fees		641,050			59,469
Payments of deferred financing costs		(782	)		(166,640	)
Repayments of debt		(744,034	)		—
Proceeds from sale and leaseback financing, net of issuance and deferred financing costs		88,791
Payments on sale and leaseback financing		(28,640	)		—
Cash payments on derivatives containing other-than-insignificant financing elements		—			(3,977	)

Cash dividends paid		(14,830	)		(37,920	)
Repurchase of common stock		(20,017	)		—
Cash paid to tax authority upon vesting or exercise of stock-based compensation		(3,174	)		(1,125	)
Net cash provided used in financing activities		(81,636	)		(150,193	)
Net increase/(decrease) in cash, cash equivalents and restricted cash		76,592			(83,086	)
Cash, cash equivalents and restricted cash at beginning of year		98,933			215,677
Cash, cash equivalents and restricted cash at end of period	$	175,525		$	132,591

Spot and Fixed TCE Rates Achieved and Revenue Days
The following tables provides a breakdown of TCE rates achieved for spot and fixed charters and the related revenue days for the three months ended September 30, 2022 and the comparable period of 2021. Revenue days in the quarter ended September 30, 2022 totaled 6,541 compared with 6,184 in the prior year quarter. A summary fleet list by vessel class can be found later in this press release. The information in these tables excludes commercial pool fees/commissions averaging approximately $835 and $631 per day for the three months ended September 30, 2022 and 2021, respectively.

		Three Months Ended September 30, 2022					Three Months Ended September 30, 2021
		Spot		Fixed	Total		Spot		Fixed	Total
Crude Tankers
VLCC
Average TCE Rate	$	24,427	$	43,905		$	10,686	$	43,893
Number of Revenue Days		812		92	904		761		92	853
Suezmax
Average TCE Rate	$	34,244	$	27,685		$	10,650	$	26,604
Number of Revenue Days		849		92	941		748		90	838
Aframax
Average TCE Rate	$	38,287	$	-		$	11,361	$	25,746
Number of Revenue Days		366		-	366		276		76	352
Panamax
Average TCE Rate	$	-	$	-		$	9,755	$	11,054
Number of Revenue Days		-		-	-		151		264	415
*Total Crude Tankers Revenue Days*		2,027		184	2,211		1,936		522	2,458
Product Carriers
Aframax (LR2)
Average TCE Rate	$	-	$	17,149		$	-	$	17,797
Number of Revenue Days		-		89	89		-		92	92
Panamax (LR1)
Average TCE Rate	$	40,973	$	-		$	12,476	$	-
Number of Revenue Days		830		-	830		523		-	523
MR
Average TCE Rate	$	35,986	$	-		$	10,000	$	15,730
Number of Revenue Days		3,411		-	3,411		2,668		124	2,792
Handy
Average TCE Rate	$	-	$	-		$	6,311	$	-
Number of Revenue Days		-		-	-		319		-	319
*Total Product Carriers Revenue Days*		4,241		89	4,330		3,510		216	3,726
Total Revenue Days		6,268		273	6,541		5,446		738	6,184

Revenue days in the above tables exclude days related to full service lighterings and days for which recoveries were recorded under the Company’s loss of hire insurance policies. In addition, during the three months ended September 30, 2022 and 2021, Suezmaxes and MRs acquired by the Company through the merger were employed on transitional voyages in the spot market prior to delivering to pools. These transitional voyages are excluded from the tables above.

During the 2022 and 2021 periods, each of the Company’s LR1s participated in the Panamax International Pool and transported crude oil cargoes exclusively.

Fleet Information
As of September 30, 2022, INSW’s fleet totaled 78 vessels, including three newbuilds and 75 operating vessels, of which 62 were owned and 16 were chartered in.



	Vessels Owned		Vessels Chartered-in⁽¹⁾		Total at October 1, 2022
Vessel Fleet and Type	Number	Weighted by Ownership	Number	Weighted by Ownership	Total Vessels	Vessels Weighted by Ownership	Total Dwt
Operating Fleet
VLCC	4	4	6	6	10	10	3,012,171
Suezmax	13	13	-	-	13	13	2,061,754
Aframax	1	1	3	3	4	4	452,375
Crude Tankers	18	18	9	9	27	27	5,526,300

LR2	-	-	1	1	1	1	112,691
LR1	6	6	2	2	8	8	595,134
MR	35	35	4	4	39	39	1,956,718
Product Carriers	41	41	7	7	48	48	2,664,543

*Total Operating Fleet*	59	59	16	16	75	75	8,190,843

Newbuild Fleet
VLCC	3	3	-	-	3	3	900,000

*Total Newbuild Fleet*	3	3	-	-	3	3	900,000

*Total Operating and Newbuild Fleet*	62	62	16	16	78	78	9,090,843

Contacts

Investor Relations & Media Contact:
Tom Trovato, International Seaways, Inc.
(212) 578-1602
This email address is being protected from spambots. You need JavaScript enabled to view it.

Read full story here

: Business Wire; Posted On Wednesday, 09 November 2022 01:02

Tidewater Announces Pricing of Public Offering of Common Stock

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

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

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

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

About Tidewater

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

Forward-Looking Statements

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

Contacts

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

: Business Wire; Posted On Tuesday, 08 November 2022 13:02

Constellation Reports Third Quarter 2022 Results

GAAP Net Loss of ($188) million and Adjusted EBITDA (non-GAAP) of $592 million for the third quarter of 2022
Narrowing guidance range for full year 2022 Adjusted EBITDA (non-GAAP) from $2,350 million - $2,750 million to $2,450 million - $2,650 million
Inflation Reduction Act signed into law, a recognition from Federal policymakers of the importance of nuclear energy in fighting the climate crisis
Our issuer credit rating upgraded by Standard & Poor’s (S&P) from BBB- to BBB while maintaining positive outlook, reflecting view that the business risk profile has and will continue to improve
Notified the Nuclear Regulatory Commission (NRC) of our intent to seek license renewals for our Clinton and Dresden units
Published our first Sustainability Report detailing our strategy to lead the clean energy transition
Executed agreement with City of Chicago supporting 300 MW of renewables development and helping Chicago to become one of the largest U.S. cities to commit to clean energy

BALTIMORE--(BUSINESS WIRE)--Constellation Energy Corporation (Nasdaq: CEG) today reported its financial results for the third quarter of 2022.

“We reported solid quarterly financial and operational results, and our long-term outlook has strengthened significantly with passage of the landmark Inflation Reduction Act, which will allow us to create value and drive America’s clean energy transition,” said Joe Dominguez, president and CEO of Constellation. “Support for carbon-free energy in the legislation creates opportunities for us to extend the life of our nuclear fleet past mid-century and pursue hydrogen production to slash emissions from difficult-to-decarbonize sectors of the economy. Now there are both state and federal policies that recognize the essential role our zero-carbon nuclear assets must play in achieving our nation’s climate goals, preserving jobs and ensuring a secure energy supply.”

“The commercial business continues to post better-than-expected results, and our nuclear fleet remains the most reliable and cost-efficient in the business despite unplanned outages during the quarter,” said Dan Eggers, chief financial officer of Constellation. “S&P upgraded our credit rating to BBB due to our strong balance sheet and the clear support for carbon-free energy in the IRA. Adjusted third-quarter EBITDA of $592 million was in line with our expectations, and we are narrowing our full-year EBITDA range to $2.45 billion to $2.65 billion.”

Third Quarter 2022

Our GAAP Net Loss for the third quarter of 2022 was ($188) million, down from $607 million GAAP Net Income in the third quarter of 2021. Adjusted EBITDA (non-GAAP) for the third quarter of 2022 decreased to $592 million from $967 million in the third quarter of 2021. For the reconciliations of GAAP Net (Loss) Income to Adjusted EBITDA (non-GAAP), refer to the tables beginning on page 3.

Adjusted EBITDA (non-GAAP) in the third quarter of 2022 primarily reflects:

Decreased capacity revenues, increased labor, contracting and material costs and the absence of gains on CTV investments realized in the prior year.

Recent Developments and Third Quarter Highlights

Inflation Reduction Act Signed into Law: On Aug. 16, 2022, Congress passed and President Biden signed into law the Inflation Reduction Act of 2022, which, among other things, includes federal tax credits, certain of which are transferable or fully refundable, for clean energy technologies including existing nuclear plants and hydrogen production facilities. The Nuclear Production Tax Credit (PTC) recognizes the contributions of carbon-free nuclear power by providing a federal tax credit of up to $15/MWh, subject to phase-out, beginning in 2024 and continuing through 2032. The Hydrogen PTC provides a 10-year federal tax credit of up to $3/kilogram for clean hydrogen produced after 2022 from facilities that begin construction prior to 2033. Both the Nuclear and Hydrogen PTCs include adjustments for inflation. The Hydrogen PTC creates additional opportunities for our nuclear fleet to enable decarbonization of other industries through the production of clean hydrogen. With this policy support, we expect that many of our nuclear assets will operate through the end of the Nuclear PTC period.
Our issuer credit rating upgraded to BBB with positive outlook: On Oct. 13, 2022, S&P rating services raised our issuer credit rating (ICR) to ‘BBB’ from ‘BBB-’, reflecting S&P’s view of a material improvement in our business risk profile. S&P cited the passage of the Inflation Reduction Act of 2022 as a material credit positive for us. In S&P’s view, the nuclear production tax credits in the legislation provide long-term visibility into the cash flows for our nuclear fleet and benefit potential future hydrogen production.
Seeking license renewals for Clinton and Dresden Nuclear Power Plants: On Oct. 31, 2022, we announced our intent to seek renewal of the operating licenses for our Clinton and Dresden nuclear power plants. These renewals, if granted, would allow the plants to operate for an additional 20 years. Clinton could operate until 2047 and Dresden could operate until 2049 (Unit 2) and 2051 (Unit 3). The continued operation of the two zero-carbon plants is enabled by state and federal legislation that recognizes the unique environmental and economic value of nuclear energy.
Published our first Sustainability Report detailing our strategy to lead the clean energy transition and fight the climate crisis: On Sept. 7, 2022, we released our first sustainability report, highlighting our efforts to accelerate the transition to a carbon-free future, mitigate the climate crisis and support energy equity and environmental justice. The report details our innovative clean energy center model, powered by always-on, carbon-free nuclear plants, that will bring together new and emerging technologies to help decarbonize other polluting sectors of the economy. Additionally, the report outlines the need to begin transitioning toward a more accurate carbon accounting approach, along with the tools we are helping to pioneer, such as the hourly carbon-free energy matching platform to help our customers achieve true-zero emissions.
Executed long-term agreement with the City of Chicago supporting 300 MW of renewables development through our Constellation Offsite Renewables (CORe) product: On Aug. 8, 2022, we announced an agreement with the City of Chicago to help meet the City’s commitment to purchase renewable energy for all its facilities and operations by 2025. In addition to enabling the development of Swift Current Energy’s 590 MW Double Black Diamond solar project, the agreement makes the City of Chicago one of the largest U.S. cities to commit to clean energy and will help reduce the City’s carbon footprint by more than 290,000 metric tons per year.
Our leaders joined State and Federal officials to celebrate progress on nation’s first nuclear-powered clean hydrogen facility: On Sept. 28, 2022, leaders from the U.S. Department of Energy (DOE), the New York State Energy Research and Development Authority (NYSERDA), and the New York State Public Service Commission (PSC) joined our leaders and employees at Nine Mile Point Nuclear Generating Station (NMP) to celebrate progress on the nation’s first nuclear-powered clean hydrogen production facility, which will begin production by the end of the year. Last year, as part of a $5.8 million award, DOE approved moving forward with construction and installation of an electrolyzer system at NMP that will separate hydrogen and oxygen molecules in water to produce carbon-free hydrogen. In addition, NYSERDA recently announced $12.5 million in funding to help demonstrate hydrogen fuel cell technology at the plant to provide long-duration energy storage for the electric grid. The hydrogen fuel cell project at NMP is currently being designed and is expected to be operational in 2025. These projects will demonstrate the viability of hydrogen electrolyzer and fuel cell technologies, setting the stage for possible deployment at other clean energy centers in our nuclear fleet. As part of our broader decarbonization strategy, we are currently working with public and private entities representing every phase in the hydrogen value chain to pursue development of regional hydrogen production and distribution hubs, including participation in the Midwest Alliance for Clean Hydrogen or "MachH2" hydrogen hub.
Nuclear Operations: Our nuclear fleet, including our owned output from the Salem Generating Station, produced 43,794 gigawatt-hours (GWhs) in the third quarter of 2022, compared with 44,350 GWhs in the third quarter of 2021. Excluding Salem, our nuclear plants at ownership achieved a 96.4% capacity factor for the third quarter of 2022, compared with 97.7%¹ for the third quarter of 2021. There were five planned refueling outage days in the third quarter of 2022 and 22 in the third quarter of 2021. There were 26 non-refueling outage days in the third quarter of 2022 and none in the third quarter of 2021.
Natural Gas, Oil, and Renewables Operations: The dispatch match rate for our gas and hydro fleet was 98.8% in the third quarter of 2022, compared with 99.4% in the third quarter of 2021. Energy capture for the wind and solar fleet was 95.7% in the third quarter of 2022, compared with 95.8% in the third quarter of 2021.

GAAP/Adjusted EBITDA (non-GAAP) Reconciliation Adjusted EBITDA (non-GAAP) for the third quarter of 2022 and 2021, respectively, does not include the following items that were included in our reported GAAP Net (Loss) Income:

(in millions)	Three Months Ended September 30, 2022			Three Months Ended September 30, 2021
GAAP Net (Loss) Income Attributable to Common Shareholders	$	(188	)	$	607
Income Taxes		(149	)		177
Depreciation and Amortization		262			866
Interest Expense, Net		75			77
Unrealized Loss (Gain) on Fair Value Adjustments		550			(614	)
Asset Impairments		—			45
Plant Retirements and Divestitures		5			(62	)
Decommissioning-Related Activities		88			(130	)
Pension & OPEB Non-Service Costs		(27	)		(11	)
Separation Costs		30			16
COVID-19 Direct Costs		—			5
Acquisition Related Costs		—			11
ERP System Implementation Costs		5			5
Change in Environmental Liabilities		3			5
Cost Management Program		—			4
Prior Merger Commitment		(50	)		—
Noncontrolling Interests		(12	)		(34	)
Adjusted EBITDA (non-GAAP)	$	592		$	967

Webcast Information

We will discuss third quarter 2022 earnings in a conference call scheduled for today at 10 a.m. Eastern Time. The webcast and associated materials can be accessed at https://investors.constellationenergy.com.

About Constellation

Constellation Energy Corporation (Nasdaq: CEG) is the nation’s largest producer of clean, carbon-free energy and a leading supplier of energy products and services to millions of homes, institutional customers, the public sector, community aggregations and businesses, including three fourths of Fortune 100 companies. Headquartered in Baltimore, our fleet of nuclear, hydro, wind and solar facilities has the generating capacity to power the equivalent of approximately 15 million homes, providing 10 percent of the nation's carbon-free electricity. Our fleet is helping to accelerate the nation’s transition to clean energy with more than 32,400 megawatts of capacity and annual output that is nearly 90 percent carbon-free. We have set a goal to achieve 100 percent carbon-free power generation by 2040 by leveraging innovative technology and enhancing our diverse mix of hydro, wind and solar resources paired with the nation’s largest nuclear fleet. Follow Constellation on LinkedIn and Twitter.

Non-GAAP Financial Measures

In analyzing and planning for our business, we supplement our use of net income as determined under generally accepted accounting principles in the United States (GAAP), with Adjusted EBITDA (non-GAAP) as a performance measure. Adjusted EBITDA (non-GAAP) reflects an additional way of viewing our business that, when viewed with our GAAP results and the accompanying reconciliation to GAAP net income included above, may provide a more complete understanding of factors and trends affecting our business. Adjusted EBITDA (non-GAAP) should not be relied upon to the exclusion of GAAP financial measures and is, by definition, an incomplete understanding of our business, and must be considered in conjunction with GAAP measures. In addition, Adjusted EBITDA (non-GAAP) is neither a standardized financial measure, nor a presentation defined under GAAP and may not be comparable to other companies’ presentations or deemed more useful than the GAAP information provided elsewhere in this press release and earnings release attachments. We have provided the non-GAAP financial measure as supplemental information and in addition to the financial measures that are calculated and presented in accordance with GAAP. Adjusted EBITDA (non-GAAP) should not be deemed more useful than, a substitute for, or an alternative to the most comparable GAAP Net Income measure provided in this earnings release and attachments. This press release and earnings release attachments provide reconciliations of Adjusted EBITDA (non-GAAP) to the most directly comparable financial measures calculated and presented in accordance with GAAP, are posted on our website: www.ConstellationEnergy.com, and have been furnished to the Securities and Exchange Commission on Form 8-K on November 8, 2022.

Cautionary Statements Regarding Forward-Looking Information

This press release contains certain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 that are subject to risks and uncertainties. Words such as “could,” “may,” “expects,” “anticipates,” “will,” “targets,” “goals,” “projects,” “intends,” “plans,” “believes,” “seeks,” “estimates,” “predicts,” and variations on such words, and similar expressions that reflect our current views with respect to future events and operational, economic, and financial performance, are intended to identify such forward-looking statements.

The factors that could cause actual results to differ materially from the forward-looking statements made by Constellation Energy Corporation and Constellation Energy Generation, LLC, (Registrants) include those factors discussed herein, as well as the items discussed in (1) the Registrants' 2021 Annual Report on Form 10-K in (a) Part I, ITEM 1A. Risk Factors, (b) Part II, ITEM 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations, and (c) Part II, ITEM 8. Financial Statements and Supplementary Data: Note 19, Commitments and Contingencies; (2) the Registrants' Third Quarter 2022 Quarterly Report on Form 10-Q (to be filed on November 8, 2022) in (a) Part II, ITEM 1A. Risk Factors, (b) Part I, ITEM 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations, and (c) Part I, ITEM 1. Financial Statements: Note 15, Commitments and Contingencies; and (3) other factors discussed in filings with the SEC by the Registrants.

Investors are cautioned not to place undue reliance on these forward-looking statements, whether written or oral, which apply only as of the date of this press release. Neither of the Registrants undertakes any obligation to publicly release any revision to its forward-looking statements to reflect events or circumstances after the date of this press release.

¹Prior year capacity factor was previously reported as 96.0%. The update reflects a change to the ratio from using the full average annual mean capacity to the net monthly mean capacity when calculating capacity factor. There is no change to actual output and the full year capacity factor would be the same under both methodologies.

Constellation Energy Corporation GAAP Consolidated Statements of Operations and Adjusted EBITDA (non-GAAP) Reconciling Adjustments (unaudited) (in millions, except per share data)

	Three Months Ended September 30, 2022							Three Months Ended September 30, 2021
	GAAP^(a)			Non-GAAP Adjustments				GAAP^(a)			Non-GAAP Adjustments
Operating revenues	$	6,051		$	680		(b),(c)	$	4,406		$	634		(b),(c)
Operating expenses
Purchased power and fuel		4,695			132		(b)		1,546			1,386		(b),(d)
Operating and maintenance		989			191		(c),(d),(h),(i),(k),(r)		938			96		(c),(d),(e),(f),(g),(h),(i),(j),(k),(p)
Depreciation and amortization		262			(262	)	(l)		866			(866	)	(l)
Taxes other than income taxes		145			—				115			—
Total operating expenses		6,091							3,465
(Loss) gain on sales of assets and businesses		(1	)		1		(d)		65			1		(d)
Operating income (loss) income		(41	)						1,006
Other income and (deductions)
Interest expense, net		(75	)		75		(m)		(77	)		77		(m)
Other, net		(196	)		220		(b),(c),(j),(q)		(115	)		121		(b),(c),(d)
Total other income and (deductions)		(271	)						(192	)
(Loss) income before income taxes		(312	)						814
Income taxes		(123	)		123		(n)		177			(177	)	(n)
Equity in losses of unconsolidated affiliates		(4	)		—				(4	)		—
Net (loss) income		(193	)						633
Net (loss) income attributable to noncontrolling interests		(5	)		12		(o)		26			34		(o)
Net (loss) income attributable to common shareholders	$	(188	)					$	607
Effective tax rate		39.4	%						21.7	%
Earnings per average common share
Basic	$	(0.57	)					$	—
Diluted	$	(0.57	)					$	—
Average common shares outstanding
Basic		327							—
Diluted		328							—

Results reported in accordance with GAAP. Adjustment for mark-to-market on economic hedges and fair value adjustments related to gas imbalances and equity investments. Adjustment for all gains and losses associated with NDTs, ARO accretion, ARO remeasurement, and any earnings neutral impacts of contractual offset for Regulatory Agreement Units. Adjustments related to plant retirements and divestitures. In 2021, adjustment primarily for reorganization and severance costs related to cost management programs. In 2021, adjustment for direct costs related to COVID-19 consisting primarily of costs to acquire personal protective equipment, costs for cleaning supplies and services, and costs to hire healthcare professionals to monitor the health of employees. In 2021, adjustment for costs related to the acquisition of EDF's interest in CENG, which was completed in the third quarter of 2021. Adjustment for costs related to a multi-year ERP system implementation. Adjustment for certain incremental costs related to the separation (system-related costs, third-party costs paid to advisors, consultants, lawyers, and other experts assisting in the separation), including a portion of the amounts billed to us pursuant to the TSA. Adjustment for Pension and Other Postretirement Employee Benefits (OPEB) Non-Service costs. Historically, we were allocated our portion of pension and OPEB non-service costs from Exelon, which was included in Operating and maintenance expense. Effective February 1, 2022, the non-service credit (cost) components are included in Other, net. Adjustment for certain changes in environmental liabilities. Adjustment for depreciation and amortization expense. Adjustment for interest expense. Adjustment for income taxes. Adjustment for elimination of the noncontrolling interest related to certain adjustments. In 2022, primarily relates to CRP and in 2021, primarily relates to CENG and the noncontrolling interest portion of a wind project impairment recognized within CRP. Reflects an impairment of a wind project. In 2022, includes amounts contractually owed to Exelon under the tax matters agreement. Reversal of a charge related to a prior 2012 merger commitment.

Constellation Energy GAAP Consolidated Statements of Operations and Adjusted (non-GAAP) EBITDA Reconciling Adjustments (unaudited) (in millions, except per share data)

	Nine Months Ended September 30, 2022							Nine Months Ended September 30, 2021
	GAAP^(a)			Non-GAAP Adjustments				GAAP^(a)			Non-GAAP Adjustments
Operating revenues	$	17,107		$	1,896		(b),(c)	$	14,117		$	955		(b),(c)
Operating expenses
Purchased power and fuel		11,754			1,263		(b)		8,103			2,084		(b),(d)
Operating and maintenance		3,466			57		(c),(d),(h),(i),(j),(k) (r)		3,413			(111	)	(c),(d),(e),(f),(g),(h),(i),(j),(k),(p)
Depreciation and amortization		818			(818	)	(l)		2,735			(2,735	)	(l)
Taxes other than income taxes		415			(2	)	(h)		354			—
Total operating expenses		16,453							14,605
Gain on sales of assets and businesses		13			1		(d)		144			(68	)	(d)
Operating income (loss)		667							(344	)
Other income and (deductions)
Interest expense, net		(187	)		187		(m)		(225	)		225		(m)
Other, net		(1,169	)		1,213		(b),(c),(d), (i),(j),(q)		561			(537	)	(b),(c),(d)
Total other income and (deductions)		(1,356	)						336
Loss before income taxes		(689	)						(8	)
Income taxes		(504	)		504		(n)		108			(108	)	(n)
Equity in losses of unconsolidated affiliates		(10	)		—				(6	)		—
Net loss		(195	)						(122	)
Net (loss) income attributable to noncontrolling interests		(1	)		37		(o)		125			40		(o)
Net loss attributable to common shareholders	$	(194	)					$	(247	)
Effective tax rate^(q)		73.1	%						(1,350.0	) %
Earnings per average common share
Basic	$	(0.59	)					$	—
Diluted	$	(0.59	)					$	—
Average common shares outstanding
Basic		327							—
Diluted		328							—

Results reported in accordance with GAAP. Adjustment for mark-to-market on economic hedges and fair value adjustments related to gas imbalances and equity investments. Adjustment for all gains and losses associated with NDTs, ARO accretion, ARO remeasurement, and any earnings neutral impacts of contractual offset for Regulatory Agreement Units. Adjustments related to plant retirements and divestitures. In 2021, adjustment primarily for reorganization and severance costs related to cost management programs. In 2021, adjustment for direct costs related to COVID-19 consisting primarily of costs to acquire personal protective equipment, costs for cleaning supplies and services, and costs to hire healthcare professionals to monitor the health of employees. In 2021, adjustment for costs related to the acquisition of EDF's interest in CENG, which was completed in the third quarter of 2021. Adjustment for costs related to a multi-year ERP system implementation. Adjustment for certain incremental costs related to the separation (system-related costs, third-party costs paid to advisors, consultants, lawyers, and other experts assisting in the separation), including a portion of the amounts billed to us pursuant to the TSA. Adjustment for Pension and OPEB Non-Service costs. Historically, we were allocated our portion of pension and OPEB non-service costs from Exelon, which was included in Operating and maintenance expense. Effective February 1, 2022, the non-service credit (cost) components are included in Other, net. Adjustment for certain changes in environmental liabilities. Adjustment for depreciation and amortization expense. Adjustment for interest expense. Adjustment for income taxes. Adjustment for elimination of the noncontrolling interest related to certain adjustments. In 2022, primarily relates to CRP and in 2021, primarily relates to CENG and the noncontrolling interest portion of a wind project impairment recognized within CRP. Reflects an impairment of a wind project. In 2022, includes amounts contractually owed to Exelon under the tax matters agreement. Reversal of a charge related to a prior 2012 merger commitment.

Contacts

Paul Adams
Corporate Communications
410-470-4167

Emily Duncan
Investor Relations
833-447-2783

Read full story here

: Business Wire; Posted On Tuesday, 08 November 2022 13:03

KKR to Invest $400 Million in Decarbonization Platform Serentica Renewables

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

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

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

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

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

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

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

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

About Serentica Renewables

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

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

About KKR

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

Contacts

Media enquiries:
For Serentica Renewables:
Ajay Padamanabhan
+91 90112 38700
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For KKR:
Wei Jun Ong
+ 65 9139 5813
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: Business Wire; Posted On Tuesday, 08 November 2022 13:02

Redwire Promotes Executive Vice President Mike Gold to Chief Growth Officer

JACKSONVILLE, Fla.--(BUSINESS WIRE)--Redwire Corporation (NYSE: RDW), a leader in space infrastructure for the next generation space economy, announced the promotion of Mike Gold, Executive Vice President of Civil Space Business Development and External Affairs to the position of Chief Growth Officer, effective November 8, 2022.

As Chief Growth Officer, Gold will lead Redwire’s business development, marketing, and external affairs teams positioning the company for long-term growth and expanding adoption and integration of Redwire’s cutting-edge capabilities across civil, commercial, and national security space sectors. He will report to Redwire Chairman and CEO Peter Cannito.

“Mike is a proven aerospace executive and visionary thought leader that has leveraged his deep experience to broker new partnerships and deepen our customer relationships across Redwire,” said Peter Cannito, Redwire Chairman and CEO. “By executing an agile sales strategy focused on delivering unmatched value to our customers and expanding our international partnerships, Mike’s leadership will advance our growth strategy and fortify our position in the market.”

About Mike Gold

Prior to joining Redwire, Gold was NASA’s Associate Administrator for Space Policy and Partnerships, Acting Associate Administrator for the Office of International and Interagency Relations, and Senior Advisor to the Administrator for International and Legal Affairs. Before joining NASA, Gold was Vice President of Civil Space at Maxar Technologies and General Counsel for the company’s legacy Radiant Solutions business unit. Gold also spent 13 years at Bigelow Aerospace where he established the company’s Washington office, oversaw the launches of the Genesis 1 and 2 spacecraft, and was a recipient of a NASA Group Achievement award for the development and deployment of the Bigelow Expandable Activity Module (BEAM) on the International Space Station. Gold is currently the Treasurer of the Commercial Spaceflight Federation and has served on its Board of Directors on several occasions. Gold is also currently serving on NASA’s Unidentified Aerial Phenomena Independent Study Team. In 2012, Gold was appointed Chair of the Commercial Space Transportation Advisory Committee, holding this position until joining NASA in 2019. In 2018, he was appointed to the NASA Advisory Council and served as Chair of its Regulatory and Policy Committee. In 2020, Gold was awarded NASA’s Outstanding Leadership Medal in recognition for his leadership of the Artemis Accords, the Gateway MOUs, and other interagency policy development and coordination efforts. Gold has authored numerous law review articles and editorials addressing commercial space issues. He has also testified on several occasions before the U.S. House of Representatives and the U.S. Senate as an expert in commercial space as well as space law and policy. Gold received a BA from Brandeis University and a JD from the University of Pennsylvania Law School.

About Redwire

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

Contacts

Media Contact:
Tere Riley
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321-831-0134

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Investors:
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904-425-1431

: Business Wire; Posted On Tuesday, 08 November 2022 13:03

New Fortress Energy Announces Third Quarter 2022 Results

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

Summary Highlights

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

Fast LNG

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

Mexico

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

Balance Sheet

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

Terminals

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

Hydrogen

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

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


Financial Highlights

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

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

Additional Information

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

Earnings Conference Call

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

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

About New Fortress Energy Inc.

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

Cautionary Statement Concerning Forward-Looking Statements

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

Contacts

Investors:
Patrick Hughes
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Media:
Jake Suski
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(516) 268-7403

Read full story here

: Business Wire; Posted On Tuesday, 08 November 2022 13:02

Katalyst Closes Acquisition of Geopost Energy

HOUSTON--(BUSINESS WIRE)--#dataanalytics--Katalyst Data Management has completed the previously announced acquisition of Rio de Janeiro-based Geopost Energy. Geopost, with its leading subsurface data analysis and Virtual Data Room platform, is the perfect complement to Katalyst’s leading iGlass solution. The incorporation of Geopost has provided Katalyst with an additional network of exceptionally talented team members that will increase thought leadership, technology innovation and company growth worldwide. Katalyst will continue to support and invest in the current Geopost technology stack, including the widely used Market Watch Portal, with plans to expand its geographical reach.

Growth and Global Expansion

“Our future looks very bright with the integration of Geopost,” said Katalyst President and CEO, Steve Darnell. “Our growth strategy is built on providing exceptional service, innovative technology, and expansion to new markets. The Geopost acquisition checks all those boxes for us. Our mission is to ensure that our clients receive the best solutions that will position them for success and I am confident that our combined technology and innovation will allow us to deliver on that mission.”

“Geopost is in great hands with Katalyst Data Management,” said Geopost President, Christiano Lopes. “We have studied the architecture of Katalyst’s technology to understand how Geopost’s solutions will complement each other. I am excited to strengthen Katalyst’s efforts and work with our global operations teams to provide Geopost and Katalyst solutions and continue to expand to new markets.”

In addition to continuing to oversee the current Geopost’s Brazilian operations, Christiano will lead Katalyst’s expansion in the region as the new Vice President, South America.

About Katalyst

Katalyst Data Management provides a complete data management solution assisting oil and gas companies with the difficult challenge of managing the vast amount of subsurface data and information acquired for exploration and production. Katalyst’s end-to-end solution includes every step in the process, from data capture and verification, data storage and organization, to marketing seismic data online. Katalyst’s signature offerings include the web-based iGlass solution for subsurface data management and the ecommerce site SeismicZone for data marketing. To learn more about Katalyst, visit www.katalystdm.com.

About Geopost

With their leading technology platform, Geopost provides instant access to data related to the E&P market (e.g., seismic data, interpretations, wells, production charts, bidding round history, E&P assets, and others). Everything is built into a fluid and easy-to-use platform. The environment combines customer’s private library with automatically updated information covering all aspects of Brazil's E&P Offshore and Onshore activities. Geopost is an essential tool for your technical and business team.

Contacts

Steve Darnell, President and CEO
Katalyst Data Management
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+1 281.529.3202

Christiano Lopes, VP of South America
Katalyst Data Management
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+55 21 99969-6543

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