Despegar.com Appoints Chief Financial Officer

Despegar.com Appoints Chief Financial Officer

BRITISH VIRGIN ISLANDS–(BUSINESS WIRE)–Despegar.com, Corp. (NYSE: DESP) (“Despegar” or the “Company”), Latin America’s leading online travel company, today announced that Mr. Amit Singh has been appointed Chief Financial Officer (CFO), effective August 21, 2023. Mr. Singh brings significant financial and capital market experience to Despegar and will be responsible for overseeing Despegar’s Finance, Accounting, Tax and Treasury operations and Investor Relations. He will report to Damián Scokin, Chief Executive Officer (CEO).

Mr. Singh comes to Despegar with over 15 years of finance experience, including most recently as the CFO of Nasdaq-listed AgileThought, a global provider of digital transformation services and custom software development. Previously, Mr. Singh was Head of Finance, U.S. & Global Head of Investor Relations at NYSE-listed Globant S.A., a leading global technology service provider. Additionally, Mr. Singh has held several roles at leading investment banks, mainly covering technology companies as an equity research analyst.

Mr. Singh holds a Master of Business Administration from the Kellogg School of Management at Northwestern University and a Master of Science in aerospace engineering from the University of Maryland. He also completed an executive education program for chief financial officers at Harvard Business School.

Damián Scokin, CEO, commented:

“I’m pleased to welcome Amit to Despegar’s executive team. Amit’s extensive background in corporate finance and capital markets will play a pivotal role as we continue to target and seize growth opportunities across our markets. We are confident that his vast experience will be valuable in advancing our strategic plan to drive earnings power and further consolidate our leadership position in Latin America. Amit’s skillset as well as his well-established track record of helping to deliver strong financial performance make him a key addition to our team. I would also like to thank Maria Bettina Zubin for her substantial contributions as interim CFO.”

Amit Singh, incoming Chief Financial Officer, added:

“I’m thrilled to be joining Despegar at this exciting time and look forward to working with the team to solidify the Company’s leading position in the region’s travel market. Despegar has built an incredible brand and has achieved remarkable growth. I share Damian and the rest of the team’s enthusiasm about the numerous opportunities ahead, and I’m excited to help lead the next phase of this incredible journey.”

About Despegar.com

Despegar is the leading online travel company in Latin America. For over two decades, it has revolutionized the tourism industry in the region through technology. With its continuous commitment to the development of the sector, Despegar today is comprised of a consolidated group that includes Best Day, Viajes Falabella, ViajaNet, Stays and Koin, and has become one of the largest travel companies in Latin America which offers tailor-made experiences to more than 29 million customers.

Despegar operates in 20 countries in the region, accompanying Latin Americans from the moment they dream of traveling until they share their memories. With the objective of improving people’s lives and transforming the customer experience, Despegar has developed alternative payment and financing methods, democratizing the access to consumption and bringing Latin Americans closer to their next travel experiences. Despegar’s common shares are traded on the New York Stock Exchange (NYSE: DESP). For more information, please visit www.despegar.com.

Forward-Looking Statements

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. We base these forward-looking statements on our current beliefs, expectations and projections about future events and trends affecting our business and our market. Many important factors could cause our actual results to differ substantially from those anticipated in our forward-looking statements. Forward-looking statements are not guarantees of future performance. Forward-looking statements speak only as of the date they are made, and we undertake no obligation to update publicly or to revise any forward-looking statements. New risks and uncertainties emerge from time to time, and it is not possible for us to predict all risks and uncertainties that could have an impact on the forward-looking statements contained in this press release. The words “believe,” “may,” “should,” “aim,” “estimate,” “continue,” “anticipate,” “intend,” “will,” “expect” and similar words are intended to identify forward-looking statements. Forward-looking statements include information concerning our possible or assumed future results of operations, business strategies, capital expenditures, financing plans, competitive position, industry environment, potential growth opportunities, the effects of future regulation and the effects of competition. Considering these limitations, you should not make any investment decision in reliance on forward-looking statements contained in this press release.

Investor Relations

Despegar.com, Corp.

Luca Pfeifer, (+57) 315 382 4802

[email protected]

KEYWORDS: Virgin Islands (British) Caribbean

INDUSTRY KEYWORDS: Technology Mobile/Wireless Other Travel Transportation Lodging Destinations Vacation Travel Cruise

MEDIA:

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Ring Energy Announces Second Quarter 2023 Results and Reiterates Quarterly Guidance for Second Half 2023


~ Second Half 2023 to Benefit from Targeted 2023 Capital Spending Program and Recently Announced Acquisition ~

THE WOODLANDS, Texas, Aug. 03, 2023 (GLOBE NEWSWIRE) — Ring Energy, Inc. (NYSE American: REI) (“Ring” or the “Company”) today reported operational and financial results for the second quarter of 2023. In addition, the Company reaffirmed its pro forma guidance for the third and fourth quarters of 2023 assuming completion of its recently announced transaction to acquire additional assets in the Central Basin Platform (“CBP”) of the Permian Basin from Founders Oil & Gas IV, LLC (“Founders”) for $75 million in cash, subject to customary closing adjustments (the “Founders Acquisition”).

Second
Quarter
2023
Highlights and Recent Key Items

  • Sold 17,271 barrels of oil equivalent per day (“Boe/d”) (69% oil) compared to 18,292 Boe/d (69% oil) for the first quarter of 2023;
    • Primarily impacting sequential quarterly sales volumes were the previously-announced sale of the Company’s non-core asset position in the Delaware Basin, and the deferral of certain well drilling and workover projects due to lower commodity prices and the anticipated funding and incremental benefits of the Founders Acquisition;
  • Reported net income of $28.8 million, or $0.15 per diluted share, in the second quarter of 2023, versus net income of $32.7 million, or $0.17 per diluted share in the first quarter of 2023;
    • Second quarter 2023 included a gain on derivative contracts of $3.3 million, while first quarter 2023 included a gain on derivative contracts of $9.5 million;
    • Second quarter 2023 also included a benefit from income taxes of $6.4 million primarily due to the partial release of the valuation allowance. First quarter 2023 included a provision for income taxes of $2.0 million;
  • Achieved Adjusted Net Income¹ of $28.0 million, or $0.14 per diluted share, for the second quarter of 2023 versus $25.0 million, or $0.13 per diluted share, in the first quarter of 2023;
  • Generated Adjusted EBITDA¹ of $53.5 million for the second quarter of 2023 compared to $58.6 million in the first quarter of 2023;
  • Incurred Lease Operating Expense (“LOE”) of $10.14 per Boe in the second quarter of 2023, which was 9% lower than the mid-point of guidance of $11.00 to $11.40 per Boe and a 4% reduction from $10.61 per Boe the first quarter of 2023;
  • Delivered Net Cash Provided by Operating Activities of $43.4 million in the second quarter of 2023;
    • Increased Adjusted Free Cash Flow¹ by 20% to $12.6 million from $10.5 million in the first quarter of 2023;
    • Remained cash flow positive for the 15th consecutive quarter;
  • Paid down $25.0 million in debt during the second quarter of 2023;
  • Ended second quarter 2023 with liquidity of $204.0 million and a Leverage Ratio² of 1.64x;
    • Reaffirmed borrowing base of $600 million under Ring’s $1.0 billion senior revolving credit facility (the “Credit Facility”) during the second quarter of 2023;
  • Continued the 2023 development program, including drilling and completing four horizontal (“Hz”) wells in the Northwest Shelf (“NWS”) and two vertical wells in the CBP, as well as performed three recompletions in the CBP. Capital expenditures were $31.6 million on an accrual basis during the second quarter of 2023, which was 12% lower than the mid-point of guidance of $34 million to $38 million;
  • Completed the sale of its non-core asset position in the West Texas Delaware Basin for net cash proceeds of $8.0 million (the “Delaware Transaction”) during the second quarter of 2023;
  • Entered into agreements in April 2023 with certain holders of the Company’s outstanding warrants for the early exercise of an aggregate of 14.5 million warrants (14.5 million shares of Common Stock) that resulted in net cash proceeds of $8.7 million (the “Early Warrant Exercise”). As of June 30, 2023, 78,200 warrants to purchase shares of Ring’s Common Stock remained outstanding;
  • Announced on July 11, 2023 the Company’s agreement to acquire the CBP assets of Founders for $75 million in cash with closing expected later this month and an effective date of April 1, 2023; and
  • Reiterated guidance for the third and fourth quarters of 2023 based on its outlook for sales volumes, operating expenses and capital spending, which assumes the anticipated completion of the Founders Acquisition.

    _________________________________
    ¹ A non-GAAP financial measure; see “Non-GAAP Information” section in this release for more information including reconciliations to the most comparable GAAP measures.
    ² Refer to the “Non-GAAP Information” section in this release for calculation of the Leverage Ratio based on our Credit Agreement.

Mr. Paul D. McKinney, Chairman of the Board and Chief Executive Officer, commented, “During the second quarter, we benefited from the Stronghold acquisition executed in the second half of 2022, continued strong performance from our legacy assets, implemented our targeted 2023 capital spending program, and continued ongoing efforts to drive further cost efficiencies in the business. While second quarter sales volumes fell short of earlier developed expectations due to a combination of factors, we were pleased with our overall financial results despite the backdrop of decreased realized oil and natural gas prices. This includes posting a 20% sequential quarterly increase in Adjusted Free Cash Flow. In addition to the increase in Adjusted Free Cash Flow, we benefited from the sale of our non-core assets in the Delaware Basin and the Early Warrant Exercise, which allowed us to pay down $25 million of debt.”

Mr. McKinney continued, “We remain focused on the disciplined execution of our 2023 capital spending program and maximizing our Adjusted Free Cash Flow by prioritizing high rate-of-return drilling and recompletion projects. In short, we will continue to execute our value focused proven strategy designed to further improve our balance sheet and position the Company to return capital to stockholders in the future. To make our stock more appealing to a wider cross-section of the investment community, we believe achieving greater size and scale is a key priority. As a result, pursuing immediately accretive and balance sheet enhancing acquisition opportunities continues to be a core focus.”

Mr. McKinney concluded, “We are excited by our pending Founders transaction to acquire additional assets located near our existing operations, where we are deeply familiar with the operating and development characteristics. We look forward to quickly integrating these assets into our operations after closing. As we have previously stated, the Founders Acquisition is immediately accretive, expands our proved reserves, lowers our leverage ratio, accelerates our ability to pay down debt, increases our inventory of low-risk and high rate-of-return drilling locations, improves capital allocation flexibility, and strategically expands our core operating area that allows us to capture further operating and G&A cost synergies. We will continue to pursue additional opportunities to strategically expand our operational footprint.”

Financial Overview: For the second quarter of 2023, the Company reported net income of $28.8 million, or $0.15 per diluted share, which included a $3.1 million before-tax non-cash unrealized commodity derivative gain, $2.3 million in before-tax share-based compensation, and $0.2 million in before-tax transaction related costs for the Delaware Transaction. The Company’s Adjusted Net Income (which excludes the after-tax impact of the adjustments) was $28.0 million, or $0.14 per diluted share. In the first quarter of 2023, the Company reported net income of $32.7 million, or $0.17 per diluted share, which included a $10.1 million before-tax non-cash unrealized commodity derivative gain and $1.9 million for before-tax share-based compensation. The Company’s Adjusted Net Income for the first quarter of 2023 was $25.0 million, or $0.13 per diluted share. For the second quarter of 2022, Ring reported net income of $41.9 million, or $0.32 per diluted share, which included a $12.2 million before-tax non-cash unrealized commodity derivative gain and $1.9 million in before-tax share-based compensation. Adjusted Net Income in the second quarter of 2022 was $31.3 million, or $0.24 per diluted share.

Adjusted EBITDA was $53.5 million for the second quarter of 2023 versus $58.6 million for the first quarter of 2023, and 13% higher than $47.4 million for the second quarter of 2022.

Adjusted Free Cash Flow for the second quarter of 2023 was $12.6 million, which was 20% higher than $10.5 million for the first quarter of 2023. Positively impacting the current period was a $7.3 million decrease in capital spending. Second quarter 2023 Adjusted Free Cash Flow increased 405% over the same period in 2022. Primarily contributing to the increase was $10.2 million in lower capital spending in the second quarter of 2023.

Adjusted Cash Flow from Operations was $44.0 million for the second quarter of 2023 compared to $49.4 million for the first quarter of 2023 and $44.3 million for the second quarter of 2022.

Adjusted Net Income, Adjusted EBITDA, Adjusted Free Cash Flow, and Adjusted Cash Flow from Operations are non-GAAP financial measures, which are described in more detail and reconciled to the most comparable GAAP measures, in the tables shown later in this release under “Non-GAAP Information.”

Sales Volumes, Prices and Revenues: As previously disclosed, beginning July 1, 2022, the Company began reporting revenues on a three-stream basis, separately reporting oil, natural gas, and natural gas liquids (“NGLs”) sales. For periods prior to July 1, 2022, sales and reserve volumes, prices, and revenues for NGLs were included in natural gas.

Sales volumes for the second quarter of 2023 were 17,271 Boe/d (69% oil, 16% natural gas and 15% NGLs), or 1,571,668 Boe, compared to 18,292 Boe/d (69% oil, 16% natural gas and 15% NGLs), or 1,646,306 Boe, for the first quarter of 2023. As noted above, second quarter 2023 sales volumes were below Ring’s original guidance due to the previously announced sale of the Company’s non-core Delaware Basin assets and the deferral of certain drilling and workover projects due to lower commodity prices and the anticipated funding and incremental benefits of the Founders Acquisition. In the second quarter of 2022, sales volumes were 9,341 Boe/d (86% oil and 14% natural gas), or 850,017 Boe. Second quarter 2023 sales volumes were comprised of 1,079,379 barrels (“Bbls”) of oil, 1,557,545 thousand cubic feet (“Mcf”) of natural gas and 232,698 Bbls of NGLs.

For the second quarter of 2023, the Company realized an average sales price of $72.30 per barrel of crude oil, $(0.71) per Mcf of natural gas and $10.35 per barrel of NGLs. The combined average realized sales price for the period was $50.49 per Boe, down 6% versus $53.50 per Boe for the first quarter of 2023, and down 49% from $99.95 per Boe in the second quarter of 2022. The average oil price differential the Company experienced from NYMEX WTI futures pricing in the second quarter of 2023 was a negative $1.77 per barrel of crude oil, while the average natural gas price differential from NYMEX futures pricing was a negative $3.07 per Mcf. The negative realized price of natural gas in the second quarter of 2023 was driven by processing costs that exceeded Henry Hub pricing less basis differentials.

Revenues were $79.3 million for the second quarter of 2023 compared to $88.1 million for the first quarter of 2023 and $85.0 million for the second quarter of 2022. The 10% decrease in second quarter 2023 revenues from the first quarter of 2023 was driven by lower realized pricing and sales volumes.

Lease Operating Expense (“LOE”): LOE, which includes expensed workovers and facilities maintenance, was $15.9 million, or $10.14 per Boe, in the second quarter of 2023 versus $17.5 million, or $10.61 per Boe, in the first quarter of 2023. LOE for the second quarter of 2022 was $8.3 million, or $9.77 per Boe. Contributing to the decrease in absolute LOE from the first quarter was the sale of the Delaware Basin assets and lower variable costs associated with reduced production volumes. LOE for the second quarter of 2023 was below the low end of guidance of $11.00 to $11.40 per BOE.

Gathering, Transportation and Processing (“GTP”) Costs: As previously disclosed, due to a contractual change effective May 1, 2022, the Company no longer maintains ownership and control of natural gas through processing. As a result, GTP costs are now reflected as a reduction to the natural gas sales price and not as an expense item.

Ad Valorem Taxes: Ad valorem taxes were $1.06 per Boe for the second quarter of 2023 compared to $1.01 per Boe in the first quarter of 2023 and $1.12 per Boe for the second quarter of 2022.

Production Taxes: Production taxes were $2.55 per Boe in the second quarter of 2023 compared to $2.68 per Boe in the first quarter of 2023 and $4.89 per Boe in second quarter of 2022. Production taxes ranged between 4.9% to 5.1% of revenue for all three periods.

Depreciation, Depletion and Amortization (“DD&A”) and Asset Retirement Obligation Accretion: DD&A was $13.23 per Boe in the second quarter of 2023 versus $12.92 per Boe for the first quarter of 2023 and $12.65 per Boe in the second quarter of 2022. Asset retirement obligation accretion was $0.23 per Boe in the second quarter of 2023 compared to $0.22 per Boe for the first quarter of 2023 and $0.22 per Boe in the second quarter of 2022.

Operating Lease Expense: Operating lease expense was $115,353 for the second quarter of 2023, $113,138 for the first quarter of 2023, and $83,590 in the second quarter of 2022. These expenses are primarily associated with the Company’s office leases.

General and Administrative Expenses (“G&A”): G&A was $6.8 million ($4.33 per Boe) for the second quarter of 2023 versus $7.1 million ($4.33 per Boe) for the first quarter of 2023 and $5.8 million ($6.86 per Boe) for the second quarter of 2022. G&A, excluding non-cash share-based compensation, was $4.5 million ($2.89 per Boe) for the second quarter of 2023 versus $5.2 million ($3.15 per Boe) for the first quarter of 2023 and $3.9 million ($4.63 per Boe) for the second quarter of 2022. G&A, excluding non-cash share-based compensation and Delaware Transaction costs was $4.3 million ($2.75 per Boe), which represents a 13% and 41% respective decrease from first quarter 2023 and second quarter 2022 on a per Boe basis.

Interest Expense: Interest expense was $10.6 million in the second quarter of 2023 versus $10.4 million for the first quarter of 2023 and $3.3 million for the second quarter of 2022 due to increased borrowings and higher interest rates.

Derivative (Loss) Gain: In the second quarter of 2023, Ring recorded a net gain of $3.3 million on its commodity derivative contracts, including a realized $0.2 million cash commodity derivative gain and an unrealized $3.1 million non-cash commodity derivative gain. This compares to a net gain of $9.5 million in the first quarter of 2023, including a realized $0.6 million cash commodity derivative loss and an unrealized $10.1 million non-cash commodity derivative gain, and a net loss on commodity derivative contracts of $7.4 million in the second quarter of 2022, including a realized $19.6 million cash commodity derivative loss and an unrealized $12.2 million non-cash commodity derivative gain.

A summary listing of the Company’s outstanding derivative positions at June 30, 2023 is included in the tables shown later in this release.

For the remainder (July through December) of 2023, the Company has approximately 1.2 million barrels of oil (approximately 52% of oil sales guidance midpoint) hedged and approximately 1.3 billion cubic feet of natural gas (approximately 39% of natural gas sales guidance midpoint) hedged.

Income Tax: The Company recorded a non-cash income tax benefit of $6.4 million in the second quarter of 2023 versus a non-cash income tax provision of $2.0 million in the first quarter of 2023 and a non-cash income tax provision of $1.5 million for the second quarter of 2022. The non-cash tax benefit in the second quarter of 2023 was primarily due to the partial release of the valuation allowance.

Balance Sheet and Liquidity: Total liquidity (defined as cash and cash equivalents plus borrowing base availability) at the end of the second quarter of 2023 was $204.0 million, a 14% increase from March 31, 2023 and a 150% increase from June 30, 2022. Liquidity at June 30, 2023 consisted of cash and cash equivalents of $1.7 million and $202.2 million of availability under Ring’s revolving credit facility, which included a reduction of $0.8 million for letters of credit. On June 30, 2023, the Company had $397.0 million in borrowings outstanding on its Credit Facility that has a current borrowing base of $600.0 million. Upon completion of the Founders Acquisition, the Company is targeting further future debt reduction dependent on market conditions, the timing and level of capital spending, and other considerations.

Capital Expenditures: During the second quarter of 2023, accrued capital expenditures were $31.6 million, which was below the low end of guidance of $34 million to $38 million. In the NWS, the Company drilled and completed two 1.5-mile Hz wells (one with a working interest (“WI”) of 100% and the other with a WI of 75.4%) and two 1-mile wells (both with a WI of 91.1%). In the CBP, Ring drilled and completed two vertical wells (both with a WI of 100%) and performed three vertical well recompletions (each with a WI of 100%). Also included in capital spending were costs for capital workovers, infrastructure upgrades, and leasing costs.

Quarter   Area   Wells Drilled   Wells
Completed
  Re-
completions
                 
1Q 2023   Northwest Shelf   4   4  
    Central Basin Platform (Vertical)   3   3   6
    Total   7   7   6
                 
2Q 2023   Northwest Shelf   4   4  
    Central Basin Platform (Vertical)   2   2   3
    Total   6   6   3
                 

2023 Capital Investment, Sales Volumes, and Operating Expense Guidance

For the second half of 2023, Ring reiterates the pro forma third and fourth quarter of 2023 guidance provided on July 11, 2023 that reflects the Delaware Transaction completed in the second quarter and the positive impact from its pending Founders Acquisition.

The Company is targeting total pro forma capital expenditures in the second half of 2023 of $67 million to $77 million that includes a balanced and capital efficient combination of drilling Hz and vertical wells, as well as performing recompletions. Additionally, the capital spending program includes funds for targeted capital workovers, infrastructure upgrades, leasing costs, and non-operated drilling, completion, and capital workovers.

All projects and estimates are based on assumed WTI oil prices of $65 to $85 per barrel. As in the past, Ring has designed its spending program with flexibility to respond to changes in commodity prices and other market conditions as appropriate.

Based on the $72 million mid-point of spending guidance, the Company expects the following estimated allocation of capital investments, including:

  • 73% for drilling, completion, and related infrastructure;
  • 19% for recompletions and capital workovers; and
  • 8% for land, environmental and safety, and non-operated capital.

The Company remains squarely focused on continuing to generate Adjusted Free Cash Flow in 2023. All 2023 planned capital expenditures will be fully funded by cash on hand and cash from operations, and excess Adjusted Free Cash Flow is currently targeted for further debt reduction upon completion of the Founders Acquisition.

The pro forma guidance in the table below represents the Company’s current good faith estimate of the range of likely future results assuming a closing date for the Founders Acquisition of August 15, 2023, and also reflect the Delaware Transaction. Guidance could be affected by the factors discussed below in the “Safe Harbor Statement” section.

    PRO FORMA
    Q3   Q4
    2023   2023
         
Sales Volumes:        
Total (Boe/d)   18,100 – 18,600   18,900 – 19,500
Mid Point (Boe/d)   18,350   19,200
Oil (%)   68%   69%
NGLs (%)   15%   15%
Gas (%)   17%   16%
         
Capital Program:        
Capital spending(1)(millions)   $37 – $42   $30 – $35
         
Hz wells drilled   5 – 7   3 – 4
Vertical wells drilled   1 – 2   3 – 4
Wells completed and online   5 – 6   7 – 8
         
Operating Expenses:        
LOE (per Boe)   $10.50 – $11.00   $10.50 – $11.00


(1) In addition to Company-directed drilling and completion activities, the capital spending outlook includes funds for targeted well recompletions, capital workovers, and infrastructure upgrades. Also included is anticipated spending for leasing costs, and non-operated drilling, completion, and capital workovers.

Conference Call Information

Ring will hold a conference call on Friday, August 4, 2023 at 11:00 a.m. ET to discuss its second quarter 2023 operational and financial results. An updated investor presentation will be posted to the Company’s website prior to the conference call.

To participate in the conference call, interested parties should dial 833-953-2433 at least five minutes before the call is to begin. Please reference the “Ring Energy Second Quarter 2023 Earnings Conference Call”. International callers may participate by dialing 412-317-5762. The call will also be webcast and available on Ring’s website at www.ringenergy.com under “Investors” on the “News & Events” page. An audio replay will also be available on the Company’s website following the call.

About Ring Energy, Inc.

Ring Energy, Inc. is an oil and gas exploration, development, and production company with current operations focused on the development of its Permian Basin assets. For additional information, please visit www.ringenergy.com.

Safe Harbor Statement

This 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. Forward-looking statements involve a wide variety of risks and uncertainties, and include, without limitation, statements with respect to the Company’s strategy and prospects. The forward-looking statements include statements about the expected benefits of the Founders Acquisition to Ring and its stockholders, the anticipated completion of the Founders Acquisition or the timing thereof, the expected future reserves, production, financial position, business strategy, revenues, earnings, costs, capital expenditures and debt levels of the Company, and plans and objectives of management for future operations. Forward-looking statements are based on current expectations and assumptions and analyses made by Ring and its management in light of their experience and perception of historical trends, current conditions and expected future developments, as well as other factors appropriate under the circumstances. However, whether actual results and developments will conform to expectations is subject to a number of material risks and uncertainties, including but not limited to: the ability to complete the Founders Acquisition on anticipated terms and timetable; Ring’s ability to integrate its combined operations successfully after the Founders Acquisition and achieve anticipated benefits from it; the possibility that various closing conditions for the Transaction may not be satisfied or waived; risks relating to any unforeseen liabilities of Ring or Founders; declines in oil, natural gas liquids or natural gas prices; the level of success in exploration, development and production activities; adverse weather conditions that may negatively impact development or production activities; the timing of exploration and development expenditures; inaccuracies of reserve estimates or assumptions underlying them; revisions to reserve estimates as a result of changes in commodity prices; impacts to financial statements as a result of impairment write-downs; risks related to level of indebtedness and periodic redeterminations of the borrowing base and interest rates under the Credit Facility; Ring’s ability to generate sufficient cash flows from operations to meet the internally funded portion of its capital expenditures budget; the impacts of hedging on results of operations; and Ring’s ability to replace oil and natural gas reserves. Such statements are subject to certain risks and uncertainties which are disclosed in the Company’s reports filed with the SEC, including its Form 10-K for the fiscal year ended December 31, 2022, and its other filings. Ring undertakes no obligation to revise or update publicly any forward-looking statements except as required by law.

Contact Information

Al Petrie Advisors
Al Petrie, Senior Partner
Phone: 281-975-2146
Email: [email protected]

RING ENERGY, INC.


Condensed Statements of Operations


    (Unaudited)   (Unaudited)
    Three Months Ended   Six Months Ended
    June 30,   March 31,   June 30,   June 30,   June 30,
      2023       2023       2022       2023       2022  
                     
Oil, Natural Gas, and Natural Gas Liquids Revenues   $ 79,348,573     $ 88,082,912     $ 84,961,875     $ 167,431,485     $ 153,142,907  
                     
Costs and Operating Expenses                    
Lease operating expenses     15,938,106       17,472,691       8,301,443       33,410,797       17,254,608  
Gathering, transportation and processing costs     (1,632 )     (823 )     549,389       (2,455 )     1,846,247  
Ad valorem taxes     1,670,343       1,670,613       949,239       3,340,956       1,901,193  
Oil and natural gas production taxes     4,012,139       4,408,140       4,157,457       8,420,279       7,375,819  
Depreciation, depletion and amortization     20,792,932       21,271,671       10,749,204       42,064,603       20,530,491  
Asset retirement obligation accretion     353,878       365,847       186,303       719,725       374,545  
Operating lease expense     115,353       113,138       83,590       228,491       167,180  
General and administrative expense     6,810,243       7,130,139       5,832,302       13,940,382       11,354,579  
                     
Total Costs and Operating Expenses     49,691,362       52,431,416       30,808,927       102,122,778       60,804,662  
                     
Income from Operations     29,657,211       35,651,496       54,152,948       65,308,707       92,338,245  
                     
Other Income (Expense)                    
Interest income     79,745                   79,745        
Interest (expense)     (10,550,807 )     (10,390,279 )     (3,279,299 )     (20,941,086 )     (6,677,660 )
Gain (loss) on derivative contracts     3,264,660       9,474,905       (7,457,018 )     12,739,565       (35,053,159 )
Gain (loss) on disposal of assets     (132,109 )                 (132,109 )      
Other income     116,610       9,600             126,210        
Net Other Income (Expense)     (7,221,901 )     (905,774 )     (10,736,317 )     (8,127,675 )     (41,730,819 )
                     
Income Before Benefit from (Provision for) Income Taxes     22,435,310       34,745,722       43,416,631       57,181,032       50,607,426  
                     
Benefit from (Provision for) Income Taxes     6,356,295       (2,029,943 )     (1,472,209 )     4,326,352       (1,550,961 )
                     
Net Income   $ 28,791,605     $ 32,715,779     $ 41,944,422     $ 61,507,384     $ 49,056,465  
                     
Basic Earnings per share   $ 0.15     $ 0.18     $ 0.39     $ 0.33     $ 0.47  
Diluted Earnings per share   $ 0.15     $ 0.17     $ 0.32     $ 0.32     $ 0.39  
                     
Basic Weighted-Average Shares Outstanding     193,077,859       177,984,323       106,390,776       185,545,775       103,291,669  
Diluted Weighted-Average Shares Outstanding     195,866,533       190,138,969       130,597,589       193,023,966       126,251,705  

RING ENERGY, INC.

Condensed Operating Data


(Unaudited)


    Three Months Ended   Six Months Ended
    June 30,   March 31,   June 30,   June 30,   June 30,
      2023       2023       2022       2023       2022  
                     
Net sales volumes:                    
Oil (Bbls)     1,079,379       1,139,413       729,484       2,218,792       1,405,699  
Natural gas (Mcf)     1,557,545       1,601,407       723,196       3,158,952       1,455,479  
Natural gas liquids (Bbls)(1)     232,698       239,992             472,690        
Total oil, natural gas and natural gas liquids (Boe)(1)(2)     1,571,668       1,646,306       850,017       3,217,974       1,648,279  
% Oil     69 %     69 %     86 %     69 %     85 %
                     
Average daily equivalent sales (Boe/d)     17,271       18,292       9,341       17,779       9,107  
                     
Average realized sales prices:                    
Oil ($/Bbl)   $ 72.30     $ 73.36     $ 109.24     $ 72.85     $ 101.81  
Natural gas ($/Mcf)     (0.71 )     0.66       7.29       (0.01 )     6.89  
Natural gas liquids ($/Bbls)(1)     10.35       14.30             12.35        
Barrel of oil equivalent ($/Boe)   $ 50.49     $ 53.50     $ 99.95     $ 52.03     $ 92.91  
                     
Average costs and expenses per Boe ($/Boe):                    
Lease operating expenses   $ 10.14     $ 10.61     $ 9.77     $ 10.38     $ 10.47  
Gathering, transportation and processing costs                 0.65             1.12  
Ad valorem taxes     1.06       1.01       1.12       1.04       1.15  
Oil and natural gas production taxes     2.55       2.68       4.89       2.62       4.47  
Depreciation, depletion and amortization     13.23       12.92       12.65       13.07       12.46  
Asset retirement obligation accretion     0.23       0.22       0.22       0.22       0.23  
Operating lease expense     0.07       0.07       0.10       0.07       0.10  
General and administrative expense (including share-based compensation)     4.33       4.33       6.86       4.33       6.89  
G&A (excluding share-based compensation)     2.89       3.15       4.63       3.03       4.81  
G&A (excluding share-based compensation and transaction costs)     2.75       3.15       4.63       2.96       4.81  

(1) Beginning July 1, 2022, revenues were reported on a three-stream basis, separately reporting crude oil, natural gas, and natural gas liquids volumes and sales. For periods prior to July 1, 2022, volumes and sales for natural gas liquids were presented with natural gas.

(2) Boe is determined using the ratio of six Mcf of natural gas to one Bbl of oil (totals may not compute due to rounding.) The conversion ratio does not assume price equivalency and the price on an equivalent basis for oil, natural gas, and natural gas liquids may differ significantly.

RING ENERGY, INC.


Condensed Balance Sheets


    (Unaudited)    
    June 30, 2023   December 31, 2022
ASSETS        
Current Assets        
Cash and cash equivalents   $ 1,749,975     $ 3,712,526  
Accounts receivable     32,044,159       42,448,719  
Joint interest billing receivables, net     2,617,815       983,802  
Derivative assets     8,307,537       4,669,162  
Inventory     7,327,295       9,250,717  
Prepaid expenses and other assets     3,061,216       2,101,538  
Total Current Assets     55,107,997       63,166,464  
Properties and Equipment        
Oil and natural gas properties, full cost method     1,524,510,887       1,463,838,595  
Financing lease asset subject to depreciation     3,144,038       3,019,476  
Fixed assets subject to depreciation     2,762,370       3,147,125  
Total Properties and Equipment     1,530,417,295       1,470,005,196  
Accumulated depreciation, depletion and amortization     (331,153,213 )     (289,935,259 )
Net Properties and Equipment     1,199,264,082       1,180,069,937  
Operating lease asset     1,628,832       1,735,013  
Derivative assets     10,555,937       6,129,410  
Deferred financing costs     15,458,204       17,898,973  
Total Assets   $ 1,282,015,052     $ 1,268,999,797  
         
LIABILITIES AND STOCKHOLDERS’ EQUITY        
Current Liabilities        
Accounts payable   $ 90,021,106     $ 111,398,268  
Income tax liability     98,481        
Financing lease liability     761,110       709,653  
Operating lease liability     394,404       398,362  
Derivative liabilities     7,848,580       13,345,619  
Notes payable     1,412,674       499,880  
Deferred cash payment           14,807,276  
Asset retirement obligations     408,958       635,843  
Total Current Liabilities     100,945,313       141,794,901  
         
Non-current Liabilities        
Deferred income taxes     4,074,183       8,499,016  
Revolving line of credit     397,000,000       415,000,000  
Financing lease liability, less current portion     765,753       1,052,479  
Operating lease liability, less current portion     1,263,936       1,473,897  
Derivative liabilities     10,829,096       10,485,650  
Asset retirement obligations     28,296,455       29,590,463  
Total Liabilities     543,174,736       607,896,406  
Commitments and contingencies        
Stockholders’ Equity        
Preferred stock – $0.001 par value; 50,000,000 shares authorized; no shares issued or outstanding            
Common stock – $0.001 par value; 450,000,000 shares authorized; 195,350,672 shares and 175,530,212 shares issued and outstanding, respectively     195,350       175,530  
Additional paid-in capital     791,450,835       775,241,114  
Accumulated deficit     (52,805,869 )     (114,313,253 )
Total Stockholders’ Equity     738,840,316       661,103,391  
Total Liabilities and Stockholders’ Equity   $ 1,282,015,052     $ 1,268,999,797  

RING ENERGY, INC.

Condensed Statements of Cash Flows


(Unaudited)


    (Unaudited)        
    Three Months Ended   Six Months Ended
    June 30,   March 31,   June 30,   June 30,   June 30,
      2023       2023       2022       2023       2022  
                     
Cash Flows From Operating Activities                    
Net income   $ 28,791,605     $ 32,715,779     $ 41,944,422     $ 61,507,384     $ 49,056,465  
Adjustments to reconcile net income to net cash provided by operating activities:                    
Depreciation, depletion and amortization     20,792,932       21,271,671       10,749,203       42,064,603       20,530,490  
Asset retirement obligation accretion     353,878       365,847       186,303       719,725       374,545  
Amortization of deferred financing costs     1,220,385       1,220,384       189,274       2,440,769       388,548  
Share-based compensation     2,260,312       1,943,696       1,899,245       4,204,008       3,421,155  
Bad debt expense     19,315       2,894             22,209        
Deferred income tax expense (benefit)     (6,548,363 )     1,972,653       1,485,022       (4,575,710 )     1,550,961  
Excess tax expense (benefit) related to share-based compensation     150,877                   150,877        
(Gain) loss on derivative contracts     (3,264,660 )     (9,474,905 )     7,457,018       (12,739,565 )     35,053,159  
Cash received (paid) for derivative settlements, net     179,595       (658,525 )     (19,617,265 )     (478,930 )     (33,732,766 )
Changes in operating assets and liabilities:                    
Accounts receivable     5,320,051       3,428,287       (4,315,730 )     8,748,338       (14,393,828 )
Inventory     1,480,824       442,598             1,923,422        
Prepaid expenses and other assets     (1,489,612 )     529,934       (2,470,602 )     (959,678 )     (2,267,717 )
Accounts payable     (5,471,391 )     (9,589,898 )     4,328,968       (15,061,289 )     6,847,979  
Settlement of asset retirement obligation     (429,567 )     (490,319 )     (1,113,208 )     (919,886 )     (1,666,576 )
Net Cash Provided by Operating Activities     43,366,181       43,680,096       40,722,650       87,046,277       65,162,415  
                     
Cash Flows From Investing Activities                    
Payments for the Stronghold Acquisition           (18,511,170 )           (18,511,170 )      
Payments to purchase oil and natural gas properties     (819,644 )     (59,099 )     (383,003 )     (878,743 )     (743,851 )
Payments to develop oil and natural gas properties     (35,611,915 )     (36,939,307 )     (35,793,923 )     (72,551,222 )     (49,654,172 )
Payments to acquire or improve fixed assets subject to depreciation     (11,324 )     (14,570 )     (81,646 )     (25,894 )     (91,760 )
Sale of fixed assets subject to depreciation     332,230             126,100       332,230       134,600  
Proceeds from divestiture of equipment for oil and natural gas properties           54,558       25,066       54,558       25,066  
Receipt from sale of Delaware properties     7,992,917                   7,992,917        
Net Cash (Used in) Investing Activities     (28,117,736 )     (55,469,588 )     (36,107,406 )     (83,587,324 )     (50,330,117 )
                     
Cash Flows From Financing Activities                    
Proceeds from revolving line of credit     28,500,000       56,000,000       40,500,000       84,500,000       50,500,000  
Payments on revolving line of credit     (53,500,000 )     (49,000,000 )     (50,500,000 )     (102,500,000 )     (70,500,000 )
Proceeds from issuance of common stock from warrant exercises     8,687,655       3,613,941       5,163,126       12,301,596       5,163,126  
Payments for taxes withheld on vested restricted shares, net     (141,682 )     (134,381 )     (257,694 )     (276,063 )     (257,694 )
Proceeds from notes payable     1,565,071             928,626       1,565,071       928,626  
Payments on notes payable     (152,397 )     (499,880 )     (253,360 )     (652,277 )     (620,741 )
Payment of deferred financing costs                              
Reduction of financing lease liabilities     (182,817 )     (177,014 )     (111,864 )     (359,831 )     (230,642 )
Net Cash Provided by (Used in) Financing Activities     (15,224,170 )     9,802,666       (4,531,166 )     (5,421,504 )     (15,017,325 )
                     
Net Increase (Decrease) in Cash     24,275       (1,986,826 )     84,078       (1,962,551 )     (185,027 )
Cash at Beginning of Period     1,725,700       3,712,526       2,139,211       3,712,526       2,408,316  
Cash at End of Period   $ 1,749,975     $ 1,725,700     $ 2,223,289     $ 1,749,975     $ 2,223,289  

RING ENERGY, INC.

Financial Commodity Derivative Positions

As of June 30, 2023

The following tables reflect the details of current derivative contracts as of June 30, 2023 (Quantities are in barrels (Bbl) for the oil derivative contracts and in million British thermal units (MMBtu) for the natural gas derivative contracts.):

    Oil Hedges (WTI)
    Q3 2023   Q4 2023   Q1 2024   Q2 2024   Q3 2024   Q4 2024   Q1 2025   Q2 2025   Q3 2025   Q4 2025
                                         
Swaps:                                        
Hedged volume (Bbl)     181,700     138,000     170,625     156,975     282,900     368,000                
Weighted average swap price   $ 74.19   $ 74.52   $ 67.40   $ 66.40   $ 65.49   $ 68.43   $   $   $   $
                                         
Deferred premium puts:                                        
Hedged volume (Bbl)     230,000     165,600     45,500     45,500                        
Weighted average strike price   $ 80.47   $ 83.78   $ 84.70   $ 82.80   $   $   $   $   $   $
Weighted average deferred premium price   $ 10.60   $ 14.61   $ 17.15   $ 17.49   $   $   $   $   $   $
                                         
Two-way collars:                                        
Hedged volume (Bbl)     211,163     274,285     339,603     325,847     230,000     128,800     474,750     464,100        
Weighted average put price   $ 55.56   $ 56.73   $ 64.20   $ 64.30   $ 64.00   $ 60.00   $ 57.06   $ 60.00   $   $
Weighted average call price   $ 69.25   $ 70.77   $ 79.73   $ 79.09   $ 76.50   $ 73.24   $ 75.82   $ 69.85   $   $
                                         
Three-way collars:                                        
Hedged volume (Bbl)     16,242     15,598                                
Weighted average first put price   $ 45.00   $ 45.00   $   $   $   $   $   $   $   $
Weighted average second put price   $ 55.00   $ 55.00   $   $   $   $   $   $   $   $
Weighted average call price   $ 80.05   $ 80.05   $   $   $   $   $   $   $   $

    Gas Hedges (Henry Hub)
    Q3 2023   Q4 2023   Q1 2024   Q2 2024   Q3 2024   Q4 2024   Q1 2025   Q2 2025   Q3 2025   Q4 2025
                                         
NYMEX Swaps:                                        
Hedged volume (MMBtu)     144,781     203,706     152,113     138,053     121,587     644,946     616,199     591,725        
Weighted average swap price   $ 3.36   $ 3.35   $ 3.62   $ 3.61   $ 3.59   $ 4.45   $ 3.78   $ 3.43   $   $
                                         
Two-way collars:                                        
Hedged volume (MMBtu)     404,421     579,998     591,500     568,750     552,000                    
Weighted average put price   $ 3.17   $ 3.15   $ 4.00   $ 4.00   $ 4.00   $   $   $   $   $
Call hedged volume (MMBtu)     404,421     579,998     591,500     568,750     552,000                    
Weighted average call price   $ 4.55   $ 4.50   $ 6.29   $ 6.29   $ 6.29   $   $   $   $   $

    Oil Hedges (basis differential)
    Q3 2023   Q4 2023   Q1 2024   Q2 2024   Q3 2024   Q4 2024   Q1 2025   Q2 2025   Q3 2025   Q4 2025
                                         
Argus basis swaps:                                        
Hedged volume (MMBtu)     305,000     460,000     364,000     364,000     368,000     368,000     270,000     273,000     276,000     276,000
Weighted average spread price(1)   $ 1.10   $ 1.10   $ 1.15   $ 1.15   $ 1.15   $ 1.15   $ 1.00   $ 1.00   $ 1.00   $ 1.00

    Gas Hedges (basis differential)
    Q3 2023   Q4 2023   Q1 2024   Q2 2024   Q3 2024   Q4 2024   Q1 2025   Q2 2025   Q3 2025   Q4 2025
                                         
Waha basis swaps:                                        
Hedged volume (MMBtu)     332,855     324,021                                
Weighted average spread price(1)   $ 0.55   $ 0.55   $   $   $   $   $   $   $   $
                                         
El Paso Permian Basin basis swaps:                                        
Hedged volume (MMBtu)     329,529     459,683                                
Weighted average spread price(1)   $ 0.63   $ 0.63   $   $   $   $   $   $   $   $

(1) The oil basis swap hedges are calculated as the fixed price (weighted average spread price above) less the difference between WTI Midland and WTI Cushing, in the issue of Argus Americas Crude. The gas basis swap hedges are calculated as the Henry Hub natural gas price less the fixed amount specified as the weighted average spread price above.

RING ENERGY, INC.

Non-GAAP Information

Certain financial information included in this release are not measures of financial performance recognized by accounting principles generally accepted in the United States (“GAAP”). These non-GAAP financial measures are “Adjusted Net Income”, “Adjusted EBITDA”, “Adjusted Free Cash Flow” or “AFCF,” “Adjusted Cash Flow from Operations” or “ACFFO,” “G&A Excluding Share-Based Compensation” “G&A Excluding Share-Based Compensation and Transaction Costs,” and “Leverage Ratio.” Management uses these non-GAAP financial measures in its analysis of performance. In addition, Adjusted EBITDA is a key metric used to determine the Company’s incentive compensation awards. These disclosures may not be viewed as a substitute for results determined in accordance with GAAP and are not necessarily comparable to non-GAAP performance measures which may be reported by other companies.

Reconciliation of Net Income to Adjusted Net Income

“Adjusted Net Income” is calculated as Net Income minus the estimated after-tax impact of share-based compensation, ceiling test impairment, unrealized gains and losses on changes in the fair value of derivatives, and related transaction costs. Adjusted Net Income is presented because the timing and amount of these items cannot be reasonably estimated and affect the comparability of operating results from period to period, and current period to prior periods. The Company believes that the presentation of Adjusted Net Income provides useful information to investors as it is one of the metrics management uses to assess the Company’s ongoing operating and financial performance, and also is a useful metric for investors to compare our results with our peers.

    (Unaudited for All Periods)
    Three Months Ended   Six Months Ended
    June 30,   March 31,   June 30,   June 30,   June 30,
      2023       2023       2022       2023     2022


    Total   Per share – diluted   Total   Per share – diluted   Total   Per share – diluted   Total   Per share – diluted   Total   Per share – diluted
Net Income   $ 28,791,605     $ 0.15     $ 32,715,779     $ 0.17     $ 41,944,422     $ 0.32     $ 61,507,384     $ 0.32     $ 49,056,465     $ 0.39  
                                         
Share-based compensation     2,260,312       0.01       1,943,696       0.01       1,899,245       0.01       4,204,008       0.02       3,421,155       0.03  
Unrealized loss (gain) on change in fair value of derivatives     (3,085,065 )     (0.02 )     (10,133,430 )     (0.05 )     (12,160,246 )     (0.09 )     (13,218,495 )     (0.07 )     1,320,393       0.01  
Transaction costs – executed A&D     220,191                                     220,191                    
Tax impact on adjusted items     (171,282 )           478,467             (347,939 )           307,185             145,314        
                                         
Adjusted Net Income   $ 28,015,761     $ 0.14     $ 25,004,512     $ 0.13     $ 31,335,482     $ 0.24     $ 53,020,273     $ 0.27     $ 53,943,327     $ 0.43  
                                         
Diluted Weighted-Average Shares Outstanding     195,866,533           190,138,969           130,597,589           193,023,966           126,251,705      
                                         
Adjusted Net Income per Diluted Share   $ 0.14         $ 0.13         $ 0.24         $ 0.27         $ 0.43      
                                                             

Reconciliation of Net Income to Adjusted EBITDA

The Company defines “Adjusted EBITDA” as net income (loss) plus net interest expense, unrealized loss (gain) on change in fair value of derivatives, ceiling test impairment, income tax (benefit) expense, depreciation, depletion and amortization, asset retirement obligation accretion, transaction costs for executed acquisitions and divestitures (A&D), share-based compensation, loss (gain) on disposal of assets, and backing out the effect of other income. Company management believes Adjusted EBITDA is relevant and useful because it helps investors understand Ring’s operating performance and makes it easier to compare its results with those of other companies that have different financing, capital and tax structures. Adjusted EBITDA should not be considered in isolation from or as a substitute for net income, as an indication of operating performance or cash flows from operating activities or as a measure of liquidity. Adjusted EBITDA, as Ring calculates it, may not be comparable to Adjusted EBITDA measures reported by other companies. In addition, Adjusted EBITDA does not represent funds available for discretionary use.

    (Unaudited for All Periods)
    Three Months Ended   Six Months Ended
    June 30,   March 31,   June 30,   June 30,   June 30,
      2023       2023       2022       2023       2022  
Net Income   $ 28,791,605     $ 32,715,779     $ 41,944,422     $ 61,507,384     $ 49,056,465  
                     
Interest expense, net     10,471,062       10,390,279       3,279,299       20,861,341       6,677,660  
Unrealized loss (gain) on change in fair value of derivatives     (3,085,065 )     (10,133,430 )     (12,160,246 )     (13,218,495 )     1,320,393  
Income tax (benefit) expense     (6,356,295 )     2,029,943       1,472,209       (4,326,352 )     1,550,961  
Depreciation, depletion and amortization     20,792,932       21,271,671       10,749,204       42,064,603       20,530,491  
Asset retirement obligation accretion     353,878       365,847       186,303       719,725       374,545  
Transaction costs – executed A&D     220,191                   220,191        
Share-based compensation     2,260,312       1,943,696       1,899,245       4,204,008       3,421,155  
Loss (gain) on disposal of assets     132,109                   132,109        
Other income     (116,610 )     (9,600 )           (126,210 )      
                     
Adjusted EBITDA   $ 53,464,119     $ 58,574,185     $ 47,370,436     $ 112,038,304     $ 82,931,670  
                     
Adjusted EBITDA Margin     67 %     66 %     56 %     67 %     54 %
                                         

Reconciliations of Net Cash Provided by Operating Activities to Adjusted Free Cash Flow and Adjusted EBITDA to Adjusted Free Cash Flow

The Company defines “Adjusted Free Cash Flow” or “AFCF” as Net Cash Provided by Operating Activities less changes in operating assets and liabilities (as reflected on our statements of cash flows); plus transaction costs for executed acquisitions and divestitures; current tax expense (benefit); proceeds from divestitures of equipment for oil and natural gas properties; loss (gain) on disposal of assets; and less capital expenditures; bad debt expense; and other income. For this purpose, our definition of capital expenditures includes costs incurred related to oil and natural gas properties (such as drilling and infrastructure costs and the lease maintenance costs) but excludes acquisition costs of oil and gas properties from third parties that are not included in our capital expenditures guidance provided to investors. Our management believes that Adjusted Free Cash Flow is an important financial performance measure for use in evaluating the performance and efficiency of our current operating activities after the impact of accrued capital expenditures and net interest expense and without being impacted by items such as changes associated with working capital, which can vary substantially from one period to another. Other companies may use different definitions of Adjusted Free Cash Flow.

    (Unaudited for All Periods)
    Three Months Ended   Six Months Ended
    June 30,   March 31,   June 30,   June 30,   June 30,
      2023       2023       2022       2023       2022  
                     
Net Cash Provided by Operating Activities   $ 43,366,181     $ 43,680,096     $ 40,722,650     $ 87,046,277     $ 65,162,415  
Adjustments – Condensed Statements of Cash Flows                    
Changes in operating assets and liabilities     589,695       5,679,398       3,570,574       6,269,093       11,480,143  
Transaction Costs – executed A&D     220,191                   220,191        
Income tax expense (benefit) – current     41,191       57,290       (12,813 )     98,481        
Capital expenditures     (31,608,483 )     (38,925,497 )     (41,810,442 )     (70,533,980 )     (61,554,135 )
Proceeds from divestiture of equipment for oil and natural gas
properties
          54,558       25,066       54,558       25,066  
Bad debt expense     (19,315 )     (2,894 )           (22,209 )      
Loss (gain) on disposal of assets     132,109                   132,109        
Other income     (116,610 )     (9,600 )           (126,210 )      
                     
Adjusted Free Cash Flow   $ 12,604,959     $ 10,533,351     $ 2,495,035     $ 23,138,310     $ 15,113,489  

    (Unaudited for All Periods)
    Three Months Ended   Six Months Ended
    June 30,   March 31,   June 30,   June 30,   June 30,
      2023       2023       2022       2023       2022  
                     
Adjusted EBITDA   $ 53,464,119     $ 58,574,185     $ 47,370,436     $ 112,038,304     $ 82,931,670  
                     
Net interest expense (excluding amortization of deferred financing costs)     (9,250,677 )     (9,169,895 )     (3,090,025 )     (18,420,572 )     (6,289,112 )
Capital expenditures     (31,608,483 )     (38,925,497 )     (41,810,442 )     (70,533,980 )     (61,554,135 )
Proceeds from divestiture of equipment for oil and natural gas properties           54,558       25,066       54,558       25,066  
                     
Adjusted Free Cash Flow   $ 12,604,959     $ 10,533,351     $ 2,495,035     $ 23,138,310     $ 15,113,489  
                                         

Reconciliation of Net Cash Provided by Operating Activities to Adjusted Cash Flow from Operations

The Company defines “Adjusted Cash Flow from Operations” or “ACFFO” as Net Cash Provided by Operating Activities, per the Condensed Statements of Cash Flows, less the changes in operating assets and liabilities, including accounts receivable, inventory, prepaid expenses and other assets, accounts payable, and settlement of asset retirement obligation, which are subject to variation due to the nature of the Company’s operations. Accordingly, the Company believes this non-GAAP measure is useful to investors because it is used often in its industry and allows investors to compare this metric to other companies in its peer group as well as the E&P sector.

    (Unaudited for All Periods)
    Three Months Ended   Six Months Ended
    June 30,   March 31,   June 30,   June 30,   June 30,
      2023       2023       2022       2023       2022  
                     
Net Cash Provided by Operating Activities   $ 43,366,181     $ 43,680,096     $ 40,722,650     $ 87,046,277     $ 65,162,415  
                     
Changes in operating assets and liabilities     589,695       5,679,398       3,570,572       6,269,093       11,480,143  
                     
Adjusted Cash Flow from Operations   $ 43,955,876     $ 49,359,494     $ 44,293,222     $ 93,315,370     $ 76,642,558  
                                         

Reconciliation of General and Administrative Expense (G&A) to G&A Excluding Share-Based Compensation and Transaction Costs

    (Unaudited for All Periods)
    Three Months Ended   Six Months Ended
    June 30,   March 31,   June 30,   June 30,   June 30,
      2023       2023       2022       2023       2022  
                     
General and administrative expense (G&A)   $ 6,810,243     $ 7,130,139     $ 5,832,302     $ 13,940,382     $ 11,354,579  
Shared-based compensation     2,260,312       1,943,696       1,899,245       4,204,008       3,421,155  
G&A excluding share-based compensation     4,549,931       5,186,443       3,933,057       9,736,374       7,933,424  
Transaction costs – executed A&D     220,191                   220,191        
G&A excluding share-based compensation and transaction costs   $ 4,329,740     $ 5,186,443     $ 3,933,057     $ 9,516,183     $ 7,933,424  
                                         

Calculation of Leverage Ratio

“Leverage” or the “Leverage Ratio” is calculated under our existing senior revolving credit facility and means as of any date, the ratio of (i) our consolidated total debt as of such date to (ii) our Consolidated EBITDAX for the four consecutive fiscal quarters ending on or immediately prior to such date for which financial statements are required to have been delivered under our existing senior revolving credit facility; provided that for the purposes of the definition of ‘Leverage Ratio’, (a) for the fiscal quarter ended September 30, 2022, Consolidated EBITDAX is calculated by multiplying Consolidated EBITDAX for such fiscal quarter by four, (b) for the fiscal quarter ended December 31, 2022, Consolidated EBITDAX is calculated by multiplying Consolidated EBITDAX for the two fiscal quarter period ended on December 31, 2022 by two, (c) for the fiscal quarter ended March 31, 2023, Consolidated EBITDAX is calculated by multiplying Consolidated EBITDAX for the three fiscal quarter period ended on March 31, 2023 by four-thirds, and (d) for each fiscal quarter thereafter, Consolidated EBITDAX will be calculated by adding Consolidated EBITDAX for the four consecutive fiscal quarters ending on such date.

The Company defines “Consolidated EBITDAX” in accordance with our existing senior revolving credit facility and it means for any period an amount equal to the sum of (i) consolidated net income for such period plus (ii) to the extent deducted in determining consolidated net income for such period, and without duplication, (A) consolidated interest expense, (B) income tax expense determined on a consolidated basis in accordance with GAAP, (C) depreciation, depletion and amortization determined on a consolidated basis in accordance with GAAP, (D) exploration expenses determined on a consolidated basis in accordance with GAAP, and (E) all other non-cash charges acceptable to our senior revolving credit facility administrative agent determined on a consolidated basis in accordance with GAAP, in each case for such period minus (iii) all noncash income added to consolidated net income for such period; provided that, for purposes of calculating compliance with the financial covenants set forth in our senior revolving credit facility, to the extent that during such period we shall have consummated an acquisition permitted by the senior revolving credit facility or any sale, transfer or other disposition of any person, business, property or assets permitted by the senior revolving credit facility, Consolidated EBITDAX will be calculated on a pro forma basis with respect to such person, business, property or assets so acquired or disposed of.

Also set forth in our existing senior revolving credit facility is the maximum permitted Leverage Ratio of 3.00. The following table shows the leverage ratio calculation for the Company’s most recent fiscal quarter.

    (Unaudited)
    Three Months Ended    
    September 30,   December 31,   March 31,   June 30,   Last Four
Quarters

      2022       2022       2023       2023    
Consolidated EBITDAX Calculation:                    
Net Income (Loss)   $ 75,085,891     $ 14,492,669     $ 32,715,779     $ 28,791,605     $ 151,085,944  
Plus: Interest expense     7,021,381       9,468,688       10,390,279       10,550,807       37,431,155  
Plus: Income tax provision (benefit)     4,315,783       2,541,980       2,029,943       (6,356,295 )     2,531,411  
Plus: Depreciation, depletion and amortization     14,324,502       20,885,774       21,271,671       20,792,932       77,274,879  
Plus: non-cash charges acceptable to Administrative Agent     (45,926,132 )     7,962,406       (7,823,887 )     (470,875 )     (46,258,488 )
Consolidated EBITDAX   $ 54,821,425     $ 55,351,517     $ 58,583,785     $ 53,308,174     $ 222,064,901  
Plus: Pro Forma Acquired Consolidated EBITDAX   $ 22,486,182     $     $     $     $ 22,486,182  
Less: Pro Forma Divested Consolidated EBITDAX     (355,824 )     (507,709 )     (683,723 )     (201,859 )   $ (1,749,115 )
Pro Forma Consolidated EBITDAX   $ 76,951,783     $ 54,843,808     $ 57,900,062     $ 53,106,315     $ 242,801,968  
                     
Non-cash charges acceptable to Administrative Agent                    
Asset retirement obligation accretion   $ 243,140     $ 365,747     $ 365,847     $ 353,878      
Unrealized loss (gain) on derivative assets     (47,712,305 )     5,398,615       (10,133,430 )     (3,085,065 )    
Share-based compensation     1,543,033       2,198,044       1,943,696       2,260,312      
Total non-cash charges acceptable to Administrative Agent   $ (45,926,132 )   $ 7,962,406     $ (7,823,887 )   $ (470,875 )    
                     
    As of                
    June 30,                
      2023                  
Leverage Ratio Covenant:                    
Total Debt   $ 397,000,000                  
Pro Forma Consolidated EBITDAX   $ 242,801,968                  
Leverage Ratio     1.64                  
Maximum Allowed   ≤ 3.00x                



Mueller Water Products Reports 2023 Third Quarter Results

Achieved Net Sales of $326.6 Million

Delivered Net Income per Diluted Share of $0.16

Generated Adjusted Net Income per Diluted Share of $0.18

 

ATLANTA, Aug. 03, 2023 (GLOBE NEWSWIRE) — Mueller Water Products, Inc. (NYSE: MWA) announced financial results for its fiscal 2023 third quarter ended June 30, 2023.

In the third quarter of 2023, the Company:

  • Achieved net sales of $326.6 million as compared with $333.2 million in the prior year quarter
  • Reported operating income of $35.6 million as compared with $36.9 million in the prior year quarter and adjusted operating income of $39.5 million as compared with $42.0 million in the prior year quarter, resulting in an adjusted operating margin of 12.1 percent as compared with 12.6 percent in the prior year quarter
  • Reported net income of $24.5 million as compared with $26.5 million in the prior year quarter and adjusted net income of $27.6 million as compared with $30.5 million in the prior year quarter
  • Reported net income per diluted share of $0.16 and adjusted net income per diluted share of $0.18 as compared with reported net income per diluted share of $0.17 and adjusted net income per diluted share of $0.19 in the prior year quarter
  • Generated adjusted EBITDA of $54.4 million as compared with $57.8 million in the prior year quarter, resulting in an adjusted EBITDA margin of 16.7 percent as compared with 17.3 percent in the prior year quarter
  • Increased net cash provided by operating activities for the nine-month period by $32.0 million to $52.5 million as compared with $20.5 million in the prior year and increased free cash flow by $36.3 million to $20.1 million as compared with $(16.2) million in the prior year

“While the fundamental growth drivers of our business remain intact, our third quarter net sales were below expectations as we are experiencing a more prolonged inventory correction than previously anticipated. With lead times returning to pre-pandemic levels and end markets continuing to adjust to higher interest rates, we are seeing lower order rates for the majority of our short-cycle products. We are revising our annual guidance for 2023 based on current expectations for channel inventories, order levels and brass production levels. We have taken actions to deliver approximately $25 million in annual SG&A savings to help mitigate the headwinds from lower volumes and inflationary pressures,” said Scott Hall, President and Chief Executive Officer of Mueller Water Products.

“Despite an increasingly challenging demand environment, I am encouraged by our execution in the third quarter as we improved margins sequentially. Our past pricing actions across most product lines again more than offset ongoing inflationary pressures. Water Management Solutions delivered strong results primarily driven by higher pricing and increased volumes of hydrants. However, Water Flow Solutions continued to experience challenges from lower volumes of iron gate valves, relatively low brass production levels and higher costs associated with inefficiencies and start-up costs for the new brass foundry.

“Though the external environment continues to evolve, we believe our end markets have strong long-term fundamentals, especially with the future benefits from the federal infrastructure bill’s funding for water infrastructure projects. Our new brass foundry remains on track to fully ramp up by the end of fiscal 2024, positioning us to capture increased demand related to lead service line replacement projects. Looking beyond 2024, we remain confident that our growth strategies, operational improvements and capital investments will help deliver net sales growth and a return to pre-pandemic margins in 2025,” Hall concluded.

Consolidated Results

Net sales for the 2023 third quarter decreased $6.6 million, or 2.0 percent, to $326.6 million as compared with $333.2 million in the prior year quarter, with a decrease in volumes at Water Flow Solutions partially offset by higher pricing in both segments and volume growth at Water Management Solutions.

Operating income decreased $1.3 million, or 3.5 percent, to $35.6 million for the 2023 third quarter as compared with $36.9 million in the prior year quarter as a result of a decrease in volumes, unfavorable manufacturing performance and increased costs associated with inflation, partially offset by benefits from higher pricing. Additionally, the prior year quarter included a $4.5 million warranty accrual charge.

During the quarter, the Company incurred $3.9 million of strategic reorganization and other charges that have been excluded from adjusted results.

Adjusted operating income decreased $2.5 million, or 6.0 percent, to $39.5 million for the quarter as compared with $42.0 million in the prior year quarter.

Adjusted EBITDA of $54.4 million decreased $3.4 million, or 5.9 percent, as compared with $57.8 million in the prior year quarter. Adjusted EBITDA margin was 16.7 percent for the 2023 third quarter as compared with 17.3 percent in the prior year quarter.

Segment Results

Water Flow Solutions

Net sales for the 2023 third quarter decreased $45.8 million, or 23.4 percent, to $150.1 million as compared with $195.9 million in the prior year quarter. This decrease was primarily due to lower volumes in our iron gate valve products, partially offset by higher pricing across most product lines and volume growth in specialty valve products.

Operating income and adjusted operating income for the quarter were $12.6 million and $12.7 million, respectively. Adjusted operating income decreased $25.4 million, or 66.7 percent, compared with the prior year quarter. Benefits from higher pricing and lower SG&A expenses were more than offset by lower volumes in our iron gate valve products, unfavorable manufacturing performance and higher costs associated with inflation.

Adjusted EBITDA of $20.9 million decreased $24.8 million, or 54.3 percent, as compared with $45.7 million in the prior year quarter. Adjusted EBITDA margin was 13.9 percent as compared with 23.3 percent in the prior year quarter.

Water Management Solutions

Net sales for the 2023 third quarter increased $39.2 million, or 28.6 percent, to $176.5 million as compared with $137.3 million in the prior year quarter. This increase was due to higher pricing across most product lines and increased volumes, primarily in hydrant and water application products.

Operating income and adjusted operating income for the quarter were $39.0 million and $40.0 million, respectively. Adjusted operating income increased $23.5 million, or 142.4 percent, as compared with $16.5 million in the prior year quarter. Benefits from higher pricing and increased volumes more than offset unfavorable manufacturing performance, the impact of foreign exchange and higher costs associated with inflation.

Adjusted EBITDA of $47.6 million increased $23.9 million, or 100.8 percent, as compared with $23.7 million in the prior year quarter. Adjusted EBITDA margin was 27.0 percent as compared with 17.3 percent in the prior year quarter.

Interest Expense, Net

Interest expense, net, for the 2023 third quarter declined to $3.8 million as compared with $4.2 million in the prior year quarter primarily as a result of higher interest income.

Income Taxes

Income tax expense for the 2023 third quarter was $6.4 million, or 20.7 percent of income before taxes. Income tax expense in the prior year quarter was $7.1 million, or 21.1 percent of income before taxes.

Cash Flow and Balance Sheet

Net cash provided by operating activities for the nine-month period increased by $32.0 million to $52.5 million as compared with $20.5 million in the prior year, primarily driven by improvements in working capital compared with the prior year period, including a sequential decrease in inventories during the third quarter.

The Company invested $11.9 million in capital expenditures during the third quarter as compared with $10.7 million in the prior year quarter. For the nine-month period, the Company has invested $32.4 million in capital expenditures as compared with $36.7 million in the prior year.

Free cash flow (defined as net cash provided by operating activities less capital expenditures) for the nine-month period increased by $36.3 million to $20.1 million as compared with free cash flow of $(16.2) million in the comparable prior year period, due to the increase in net cash provided by operating activities and lower capital expenditures, as previously mentioned.

As of June 30, 2023, Mueller Water Products had $447.5 million of total debt outstanding and $141.2 million of cash and cash equivalents, resulting in a debt leverage ratio of 2.4 times and net debt leverage ratio of 1.7 times. There are no maturities on the Company’s debt financings until June 2029, and its 4.0 percent Senior Notes have no financial maintenance covenants. Based on June 30, 2023, data, the Company had approximately $162.3 million of excess availability under its ABL Agreement, bringing its total liquidity to $303.5 million.

Full-Year Fiscal 2023 Outlook

Based on current market conditions, including expectations for channel inventories and order levels, and anticipated brass production levels, the Company anticipates annual consolidated net sales will be between flat and down 2 percent compared with the prior year and adjusted EBITDA will be between flat and down 5 percent compared with the prior year. This outlook considers pension expense other than service, which is excluded from adjusted operating income, of approximately $3.8 million in 2023 compared with a benefit of $3.9 million in the prior year. The Company expects free cash flow as a percentage of adjusted net income to be more than 30 percent for the full-year fiscal 2023.

The Company’s expectations for certain financial metrics for the full-year fiscal 2023 are as follows:

  • Total SG&A expenses between $246 million and $248 million
  • Net interest expense between $15 million and $16 million
  • Effective income tax rate between 23 percent and 24 percent
  • Depreciation and amortization between $62 million and $63 million
  • Capital expenditures between $50 million and $55 million

Conference Call Webcast

Mueller Water Products’ quarterly earnings conference call will take place Friday, Aug. 4, 2023, at 10 a.m. ET. Members of Mueller Water Products’ leadership team will discuss the Company’s recent financial performance and respond to questions from financial analysts. A live webcast of the call will be available on the Investor Relations section of the Company’s website. Please go to the website (www.muellerwaterproducts.com) at least 15 minutes prior to the start of the call to register, and to download and install any necessary software. A replay of the call will be available for 30 days and can be accessed by dialing 1-866-510-4837. An archive of the webcast will also be available for at least 90 days on the Investor Relations section of the Company’s website.

Use of Non-GAAP Measures

In an effort to provide investors with additional information regarding the Company’s results as determined by accounting principles generally accepted in the United States (“GAAP”), the Company also provides non-GAAP information that management believes is useful to investors. These non-GAAP measures have limitations as analytical tools, and securities analysts, investors and other interested parties should not consider any of these non-GAAP measures in isolation or as a substitute for analysis of the Company’s results as reported under GAAP. These non-GAAP measures may not be comparable to similarly titled measures used by other companies.

The Company presents adjusted net income, adjusted net income per diluted share, adjusted operating income, adjusted operating margin, adjusted EBITDA and adjusted EBITDA margin as performance measures because management uses these measures to evaluate the Company’s underlying performance on a consistent basis across periods and to make decisions about operational strategies. Management also believes these measures are frequently used by securities analysts, investors and other interested parties in the evaluation of the Company’s recurring performance.

The Company presents net debt and net debt leverage as performance measures because management uses them to evaluate its capital management and financial position, and the investment community commonly uses them as measures of indebtedness. The Company presents free cash flow to assist management and investors in analyzing the Company’s ability to generate liquidity from its operating activities.

The calculations of these non-GAAP measures and reconciliations to GAAP results are included as an attachment to this press release, which has been posted online at www.muellerwaterproducts.com. The Company does not reconcile forward-looking non-GAAP measures to the comparable GAAP measures, as permitted by Regulation S-K, as certain items, e.g., expenses related to corporate development activities, transactions, pension expenses/(benefits) and corporate restructuring, may have not yet occurred, are out of the Company’s control and/or cannot be reasonably predicted without unreasonable efforts. Additionally, such reconciliation would imply a degree of precision and certainty regarding relevant items that may be confusing to investors. Such items could have a substantial impact on GAAP measures of the Company’s financial performance.

Forward-Looking Statements

This press release contains certain statements that may be deemed “forward-looking statements” within the meaning of the federal securities laws. All statements that address activities, events or developments that the Company intends, expects, plans, projects, believes or anticipates will or may occur in the future are forward-looking statements, including, without limitation, statements regarding outlooks, projections, forecasts, expectations, commitments, trend descriptions and the ability to capitalize on trends, value creation, Board and committee composition plans, long-term strategies and the execution or acceleration thereof, operational improvements, inventory positions, the benefits of capital investments, financial or operating performance including improving sales growth and driving increased margins, capital allocation and growth strategy plans, the Company’s product portfolio positioning and the demand for the Company’s products. Forward-looking statements are based on certain assumptions and assessments made by the Company in light of the Company’s experience and perception of historical trends, current conditions and expected future developments.

Actual results and the timing of events may differ materially from those contemplated by the forward-looking statements due to a number of factors, without limitation, including the future impact of the COVID-19 pandemic on the Company’s operations and results, including effects on the financial health of customers (including collections and inventory positions); logistical challenges and supply chain disruptions, geopolitical conditions, or other events; an inability to realize the anticipated benefits from our operational initiatives, including our large capital investments in Chattanooga and Kimball, Tennessee, and Decatur, Illinois, plant closures, and our reorganization and related strategic realignment activities; an inability to attract or retain a skilled and diverse workforce, increased competition related to the workforce and labor markets; an inability to protect the Company’s information systems against service interruption, misappropriation of data or breaches of security; failure to comply with personal data protection and privacy laws; cyclical and changing demand in core markets such as municipal spending, residential construction, and natural gas distribution; government monetary or fiscal policies; the impact of adverse weather conditions; the impact of manufacturing and product performance; the impact of wage, commodity and materials price inflation; foreign exchange rate fluctuations; the impact of warranty claims; an inability to successfully resolve significant legal proceedings or government investigations; compliance with environmental, trade and anti-corruption laws and regulations; climate change and legal or regulatory responses thereto; changing regulatory, trade and tariff conditions; the failure to integrate and/or realize any of the anticipated benefits of recent acquisitions or divestitures; an inability to achieve some or all of our Environmental, Social, and Governance goals; and other factors that are described in the section entitled “RISK FACTORS” in Item 1A of the Company’s most recent Annual Report on Form 10-K and later filings on Form 10-Q, as applicable.

Forward-looking statements do not guarantee future performance and are only as of the date they are made. The Company undertakes no duty to update its forward-looking statements except as required by law. Undue reliance should not be placed on any forward-looking statements. You are advised to review any further disclosures the Company makes on related subjects in subsequent Forms 10-K, 10-Q, 8-K and other reports filed with the U.S. Securities and Exchange Commission.

About Mueller Water Products, Inc.

Mueller Water Products, Inc. is a leading manufacturer and marketer of products and services used in the transmission, distribution and measurement of water in North America. Our broad product and service portfolio includes engineered valves, fire hydrants, pipe connection and repair products, metering products, leak detection, pipe condition assessment, pressure management products, and software technology that provides critical water system data. We help municipalities increase operational efficiencies, improve customer service and prioritize capital spending, demonstrating why Mueller Water Products is Where Intelligence Meets Infrastructure®. Visit us at www.muellerwaterproducts.com.

Mueller refers to one or more of Mueller Water Products, Inc. (MWP), a Delaware corporation, and its subsidiaries. MWP and each of its subsidiaries are legally separate and independent entities when providing products and services. MWP does not provide products or services to third parties. MWP and each of its subsidiaries are liable only for their own acts and omissions and not those of each other. Mueller brands include Mueller

®

, Echologics

®

, Hydro Gate

®

, Hydro-Guard

®

, HYMAX

®

, i2O

®

, Jones

®

, Krausz

®

, Mi.Net

®

, Milliken

®

, Pratt

®

, Pratt Industrial

®

, Sentryx

TM

, Singer

®

, and U.S. Pipe Valve & Hydrant. Please see muellerwp.com/brands to learn more.

Investor Relations Contact: Whit Kincaid
770-206-4116
[email protected]

Media Contact: Robin Keegan
404-206-4152
[email protected]

MUELLER WATER PRODUCTS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(UNAUDITED)
       
  June 30,   September 30,
    2023       2022  
  (in millions, except share amounts)
Assets:      
Cash and cash equivalents $ 141.2     $ 146.5  
Receivables, net of allowance for credit losses of $6.4 million and $5.6 million   210.3       228.0  
Inventories, net   312.7       278.7  
Other current assets   27.2       26.8  
Total current assets   691.4       680.0  
Property, plant and equipment, net   306.9       301.6  
Intangible assets, net   341.9       361.2  
Goodwill, net   97.0       98.6  
Other noncurrent assets   56.1       56.7  
Total assets $ 1,493.3     $ 1,498.1  
       
Liabilities and stockholders’ equity:      
Current portion of long-term debt $ 0.8     $ 0.8  
Accounts payable   101.0       122.8  
Other current liabilities   98.1       117.4  
Total current liabilities   199.9       241.0  
Long-term debt   446.7       446.1  
Deferred income taxes   80.0       86.3  
Other noncurrent liabilities   52.5       55.4  
Total liabilities   779.1       828.8  
       
Commitments and contingencies      
       
Preferred stock: par value $0.01 per share; 60,000,000 shares authorized; none outstanding at June 30, 2023, and September 30, 2022          
Common stock: par value $0.01 per share; 600,000,000 shares authorized; 156,424,123 and 155,844,138 shares outstanding at June 30, 2023, and September 30, 2022, respectively   1.6       1.6  
Additional paid-in capital   1,257.2       1,279.6  
Accumulated deficit   (499.0 )     (567.3 )
Accumulated other comprehensive loss   (45.6 )     (44.6 )
Total stockholders’ equity   714.2       669.3  
Total liabilities and stockholders’ equity $ 1,493.3     $ 1,498.1  
 
 

MUELLER WATER PRODUCTS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(UNAUDITED)
 
  Three months ended   Nine months ended
  June 30,   June 30,
    2023     2022       2023     2022  
  (in millions, except per share amounts)
Net sales $ 326.6   $ 333.2     $ 974.3   $ 916.0  
Cost of sales (1)   226.5     234.9       683.2     637.3  
Gross profit   100.1     98.3       291.1     278.7  
Operating expenses:              
Selling, general and administrative   60.6     60.8       187.7     175.1  
Strategic reorganization and other charges (2)   3.9     0.6       0.9     3.6  
Total operating expenses   64.5     61.4       188.6     178.7  
Operating income   35.6     36.9       102.5     100.0  
Pension expense (benefit) other than service   0.9     (0.9 )     2.8     (2.9 )
Interest expense, net   3.8     4.2       11.4     13.0  
Income before income taxes   30.9     33.6       88.3     89.9  
Income tax expense   6.4     7.1       20.0     20.4  
Net income $ 24.5   $ 26.5     $ 68.3   $ 69.5  
               
Net income per basic share $ 0.16   $ 0.17     $ 0.44   $ 0.44  
               
Net income per diluted share $ 0.16   $ 0.17     $ 0.44   $ 0.44  
               
Weighted average shares outstanding:              
Basic   156.4     157.0       156.2     157.6  
Diluted   157.2     157.6       156.8     158.3  
               
Dividends declared per share $ 0.061   $ 0.058     $ 0.183   $ 0.174  
               
(1) For the three-month period ended June 30, 2022, the Company recorded a charge of $4.5 million in connection with its warranty obligations.
(2) For the three-month period ended June 30, 2023, the Company recorded restructuring charges related to severance and certain transaction-related expenses. For the three-month period ended June 30, 2022, the Company recorded restructuring charges related to the closure of our facilities in Aurora, Illinois and Surrey, British Columbia, Canada.
 

MUELLER WATER PRODUCTS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(UNAUDITED)
 
  Nine months ended
  June 30,
    2023       2022  
  (in millions)
Operating activities:      
Net income $ 68.3     $ 69.5  
Adjustments to reconcile net income to net cash provided by operating activities, net of acquisition:      
Depreciation   25.1       23.8  
Amortization   21.0       21.1  
Gain on sale of assets   (3.7 )      
Stock-based compensation   5.9       6.6  
Pension net periodic cost (benefit)   3.4       (1.9 )
Deferred income taxes   (6.7 )     1.8  
Inventory reserves provision   0.4       3.9  
Other, net   0.7       0.7  
Changes in assets and liabilities, net of acquisition:      
Receivables, net   18.2       (10.6 )
Inventories   (34.1 )     (71.3 )
Other assets   (2.0 )     (5.5 )
Accounts payable   (21.8 )     6.7  
Other current liabilities   (19.4 )     (23.1 )
Other noncurrent liabilities   (2.8 )     (1.2 )
Net cash provided by operating activities   52.5       20.5  
Investing activities:      
Capital expenditures   (32.4 )     (36.7 )
Acquisition purchase price adjustment         0.2  
Proceeds from sale of assets   5.1        
Net cash used in investing activities   (27.3 )     (36.5 )
Financing activities:      
Dividends paid   (28.6 )     (27.4 )
Employee taxes related to stock-based compensation   (1.6 )     (1.9 )
Common stock issued   1.9       1.6  
Common stock repurchased under buyback program         (25.0 )
Payments for finance lease obligations   (0.9 )     (0.4 )
Net cash used in financing activities   (29.2 )     (53.1 )
Effect of currency exchange rate changes on cash   (1.3 )     (3.5 )
Net change in cash and cash equivalents   (5.3 )     (72.6 )
Cash and cash equivalents at beginning of period   146.5       227.5  
Cash and cash equivalents at end of period $ 141.2     $ 154.9  
   

MUELLER WATER PRODUCTS, INC. AND SUBSIDIARIES

SEGMENT RESULTS AND RECONCILIATION OF NON-GAAP TO GAAP PERFORMANCE MEASURES

(UNAUDITED)
 
  Three months ended June 30, 2023
  Water Flow Solutions   Water Management Solutions   Corporate     Consolidated
  (dollars in millions, except per share amounts)
Net sales $ 150.1     $ 176.5     $     $ 326.6  
               
Gross profit $ 33.6     $ 66.5     $     $ 100.1  
Selling, general and administrative expenses   20.9       26.5       13.2       60.6  
Strategic reorganization and other charges (1)   0.1       1.0       2.8       3.9  
Operating income (loss) $ 12.6     $ 39.0     $ (16.0 )   $ 35.6  
               
Operating margin   8.4 %     22.1 %             10.9 %
               
Capital expenditures $ 7.5     $ 4.4     $     $ 11.9  
               
Reconciliation of non-GAAP to GAAP performance measures:            
Net income             $ 24.5  
Strategic reorganization and other charges (1)               3.9  
Income tax benefit of adjusting items               (0.8 )
Adjusted net income             $ 27.6  
               
Weighted average diluted shares outstanding               157.2  
               
Adjusted net income per diluted share             $ 0.18  
               
Net income             $ 24.5  
Income tax expense (2)               6.4  
Interest expense, net (2)               3.8  
Pension expense other than service (2)               0.9  
Operating income (loss) $ 12.6     $ 39.0     $ (16.0 )     35.6  
Strategic reorganization and other charges (1)   0.1       1.0       2.8       3.9  
Adjusted operating income (loss)   12.7       40.0       (13.2 )     39.5  
Pension expense other than service               (0.9 )     (0.9 )
Depreciation and amortization   8.2       7.6             15.8  
Adjusted EBITDA $ 20.9     $ 47.6     $ (14.1 )   $ 54.4  
               
Adjusted operating margin   8.5 %     22.7 %         12.1 %
Adjusted EBITDA margin   13.9 %     27.0 %         16.7 %
               
Adjusted EBITDA $ 20.9     $ 47.6     $ (14.1 )   $ 54.4  
Three prior quarters’ adjusted EBITDA   82.9       88.1       (40.1 )     130.9  
Trailing twelve months’ adjusted EBITDA $ 103.8     $ 135.7     $ (54.2 )   $ 185.3  
               
Reconciliation of net debt to total debt (end of period):              
Current portion of long term debt             $ 0.8  
Long-term debt               446.7  
Total debt               447.5  
Less cash and cash equivalents               141.2  
Net debt             $ 306.3  
               
Net debt leverage (net debt divided by trailing twelve months’ adjusted EBITDA)           1.7 x
               
Reconciliation of free cash flow to net cash provided by operating activities:            
Net cash provided by operating activities             $ 74.7  
Less capital expenditures               11.9  
Free cash flow             $ 62.8  
               
(1) Strategic reorganization and other charges includes severance and certain transaction-related expenses.
(2) The Company does not allocate interest, income taxes or pension amounts other than service to its segments.
 

MUELLER WATER PRODUCTS, INC. AND SUBSIDIARIES

SEGMENT RESULTS AND RECONCILIATION OF NON-GAAP TO GAAP PERFORMANCE MEASURES

(UNAUDITED)
 
  Three months ended June 30, 2022
  Water Flow Solutions   Water Management Solutions   Corporate   Consolidated
  (dollars in millions, except per share amounts)
Net sales $ 195.9     $ 137.3     $     $ 333.2  
               
Gross profit $ 60.8     $ 37.5     $     $ 98.3  
Selling, general and administrative expenses   22.7       25.5       12.6       60.8  
Strategic reorganization and other charges (1)               0.6       0.6  
Operating income (loss) $ 38.1     $ 12.0     $ (13.2 )   $ 36.9  
               
Operating margin   19.4 %     8.7 %             11.1 %
               
Capital expenditures $ 8.1     $ 2.6     $     $ 10.7  
               
Reconciliation of non-GAAP to GAAP performance measures:            
Net income             $ 26.5  
Warranty charge (2)               4.5  
Strategic reorganization and other charges (1)               0.6  
Income tax benefit of adjusting items               (1.1 )
Adjusted net income             $ 30.5  
               
Weighted average diluted shares outstanding               157.6  
               
Adjusted net income per diluted share             $ 0.19  
               
Net income             $ 26.5  
Income tax expense (3)               7.1  
Interest expense, net (3)               4.2  
Pension benefit other than service (3)               (0.9 )
Operating income (loss) $ 38.1     $ 12.0     $ (13.2 )     36.9  
Warranty charge (2)         4.5             4.5  
Strategic reorganization and other charges (1)               0.6       0.6  
Adjusted operating income (loss)   38.1       16.5       (12.6 )     42.0  
Pension benefit other than service (3)               0.9       0.9  
Depreciation and amortization   7.6       7.2       0.1       14.9  
Adjusted EBITDA $ 45.7     $ 23.7     $ (11.6 )   $ 57.8  
               
Adjusted operating margin   19.4 %     12.0 %         12.6 %
Adjusted EBITDA margin   23.3 %     17.3 %         17.3 %
               
Adjusted EBITDA $ 45.7     $ 23.7     $ (11.6 )   $ 57.8  
Three prior quarters’ adjusted EBITDA   117.2       59.6       (33.1 )     143.7  
Trailing twelve months’ adjusted EBITDA $ 162.9     $ 83.3     $ (44.7 )   $ 201.5  
               
Reconciliation of net debt to total debt (end of period):              
Current portion of long term debt             $ 0.9  
Long-term debt               446.1  
Total debt               447.0  
Less cash and cash equivalents               154.9  
Net debt             $ 292.1  
               
Net debt leverage (net debt divided by trailing twelve months’ adjusted EBITDA)             1.4 x
               
Reconciliation of free cash flow to net cash provided by operating activities:            
Net cash provided by operating activities             $ 19.7  
Less capital expenditures               10.7  
Free cash flow             $ 9.0  
               
(1) Strategic reorganization and other charges includes charges related to the closure of our facilities in Aurora, Illinois and Surrey, British Columbia, Canada.
(2) The Company recorded a charge of $4.5 million in connection with its warranty obligations.
(3) The Company does not allocate interest, income taxes or pension amounts other than service to its segments.
 

MUELLER WATER PRODUCTS, INC. AND SUBSIDIARIES

SEGMENT RESULTS AND RECONCILIATION OF NON-GAAP TO GAAP PERFORMANCE MEASURES

(UNAUDITED)
 
  Nine months ended June 30, 2023
  Water Flow Solutions   Water Management Solutions   Corporate     Consolidated
  (dollars in millions, except per share amounts)
Net sales $ 472.9     $ 501.4     $     $ 974.3  
               
Gross profit $ 117.4     $ 173.7     $     $ 291.1  
Selling, general and administrative expenses   65.3       82.2       40.2       187.7  
Strategic reorganization and other charges (benefits) (1)   0.1       1.2       (0.4 )     0.9  
Operating income (loss) $ 52.0     $ 90.3     $ (39.8 )   $ 102.5  
               
Operating margin   11.0 %     18.0 %             10.5 %
               
Capital expenditures $ 23.1     $ 9.3     $     $ 32.4  
               
Reconciliation of non-GAAP to GAAP performance measures:            
Net income             $ 68.3  
Strategic reorganization and other charges (benefits) (1)               0.9  
Income tax benefit of adjusting items               (0.2 )
Adjusted net income             $ 69.0  
               
Weighted average diluted shares outstanding               156.8  
               
Adjusted net income per diluted share             $ 0.44  
               
Net income             $ 68.3  
Income tax expense (2)               20.0  
Interest expense, net (2)               11.4  
Pension expense other than service (2)               2.8  
Operating income (loss) $ 52.0     $ 90.3     $ (39.8 )     102.5  
Strategic reorganization and other charges (benefits) (1)   0.1       1.2       (0.4 )     0.9  
Adjusted operating income (loss)   52.1       91.5       (40.2 )     103.4  
Pension benefit other than service               (2.8 )     (2.8 )
Depreciation and amortization   23.7       22.3       0.1       46.1  
Adjusted EBITDA $ 75.8     $ 113.8     $ (42.9 )   $ 146.7  
               
Adjusted operating margin   11.0 %     18.2 %         10.6 %
Adjusted EBITDA margin   16.0 %     22.7 %         15.1 %
               
Reconciliation of free cash flow to net cash provided by operating activities:            
Net cash provided by operating activities             $ 52.5  
Less capital expenditures               32.4  
Free cash flow             $ 20.1  
               
(1) Strategic reorganization and other charges (benefits) includes severance and certain transaction-related expenses partially offset by a gain on the sale of our facility in Aurora, Illinois.
(2) The Company does not allocate interest, income taxes or pension amounts other than service to its segments.
 

MUELLER WATER PRODUCTS, INC. AND SUBSIDIARIES

SEGMENT RESULTS AND RECONCILIATION OF NON-GAAP TO GAAP PERFORMANCE MEASURES

(UNAUDITED)
 
  Nine months ended June 30, 2022
  Water Flow Solutions   Water Management Solutions   Corporate   Consolidated
  (dollars in millions, except per share amounts)
Net sales $ 534.7     $ 381.3     $     $ 916.0  
               
Gross profit $ 169.9     $ 108.8     $     $ 278.7  
Selling, general and administrative expenses   65.1       73.5       36.5       175.1  
Strategic reorganization and other charges (1)         0.2       3.4       3.6  
Operating income (loss) $ 104.8     $ 35.1     $ (39.9 )   $ 100.0  
               
Operating margin   19.6 %     9.2 %             10.9 %
               
Capital expenditures $ 29.6     $ 7.1     $     $ 36.7  
               
Reconciliation of non-GAAP to GAAP performance measures:            
Net income             $ 69.5  
Warranty charge (2)               4.5  
Strategic reorganization and other charges (1)               3.6  
Income tax benefit of adjusting items               (1.8 )
Adjusted net income             $ 75.8  
               
Weighted average diluted shares outstanding               158.3  
               
Adjusted net income per diluted share             $ 0.48  
               
Net income             $ 69.5  
Income tax expense (3)               20.4  
Interest expense, net (3)               13.0  
Pension benefit other than service (3)               (2.9 )
Operating income (loss) $ 104.8     $ 35.1     $ (39.9 )     100.0  
Warranty charge (2)         4.5             4.5  
Strategic reorganization and other charges (1)         0.2       3.4       3.6  
Adjusted operating income (loss)   104.8       39.8       (36.5 )     108.1  
Pension benefit other than service               2.9       2.9  
Depreciation and amortization   22.5       22.2       0.2       44.9  
Adjusted EBITDA $ 127.3     $ 62.0     $ (33.4 )   $ 155.9  
               
Adjusted operating margin   19.6 %     10.4 %         11.8 %
Adjusted EBITDA margin   23.8 %     16.3 %         17.0 %
               
Reconciliation of free cash flow to net cash provided by operating activities:            
Net cash provided by operating activities             $ 20.5  
Less capital expenditures               36.7  
Free cash flow             $ (16.2 )
               
(1) Strategic reorganization and other charges includes expenses associated with the Albertville tragedy and restructuring activities.
(2) The Company recorded a charge of $4.5 million in connection with its warranty obligations.
(3) The Company does not allocate interest, income taxes or pension amounts other than service to its segments.

 



Oxford Square Capital Corp. Schedules Second Quarter 2023 Earnings Release and Conference Call for August 10, 2023

GREENWICH, Conn., Aug. 03, 2023 (GLOBE NEWSWIRE) — Oxford Square Capital Corp. (NasdaqGS: OXSQ) (NasdaqGS: OXSQL) (NasdaqGS: OXSQZ) (NasdaqGS: OXSQG) announced today that it will hold a conference call to discuss second quarter 2023 earnings on Thursday, August 10, 2023 at 9:00 AM Eastern time. The toll free dial-in number is 1-833-470-1428, access code number 351878. There will be a recording available for 30 days after the call. If you are interested in hearing the recording, please dial 1-866-813-9403. The replay pass-code number is 209713.

About Oxford Square Capital Corp.

Oxford Square Capital Corp. is a publicly-traded business development company principally investing in syndicated bank loans and debt and equity tranches of collateralized loan obligation (“CLO”) vehicles. CLO investments may also include warehouse facilities, which are financing structures intended to aggregate loans that may be used to form the basis of a CLO vehicle.

Contact:
Bruce Rubin
203-983-5280



FAT BRANDS INC. REPORTS SECOND QUARTER 2023 FINANCIAL RESULTS

Conference call and webcast today at
4:30
p.m. ET

LOS ANGELES, Aug. 03, 2023 (GLOBE NEWSWIRE) — FAT (Fresh. Authentic. Tasty.) Brands Inc. (NASDAQ: FAT) (“FAT Brands” or the “Company”) today reported financial results for the fiscal second quarter ended June 25, 2023.

Andy Wiederhorn, Chairman of FAT Brands, commented, “In the last several years, we grew the FAT Brands portfolio to 17 iconic restaurant brands with approximately 2,300 units and annual system-wide sales of $2.2 billion. Year to date, we have opened 66 restaurants, including 25 that opened in the second quarter, and remain on track to open 175 new restaurants in 2023, representing 25% unit expansion year over year. We are seeing strong new franchisee activity as well as continued demand from existing franchise partners to develop other brands within our portfolio. So far in 2023, we have signed over 150 new franchise development deals bringing our total pipeline to over 1,100 signed agreements. This represents over 50% EBITDA growth over the next several years.”

“While franchise interest remains high across all of our brands, we are especially focused on the expansion of Twin Peaks. In 2023, we plan to open 18 to 20 new lodges, of which eight have opened so far, including our 100th location. We expect to end 2023 with approximately 115 lodges, a nearly 40 percent increase in unit count since our acquisition of the brand. As we previously announced, we intend to take Twin Peaks public in 2024, subject to market conditions.”

“Over the long term, we believe the opportunities for FAT Brands are considerable and we are well positioned for growth. We have a seasoned leadership team, coupled with a strong platform capable of seamlessly and cost-effectively integrating new brands. Additionally, our healthy and growing development pipeline will fuel organic growth for many years to come and will naturally deleverage our balance sheet.”

Fiscal
Second
Quarter
2023
Highlights

  • Total revenue improved 4% to $106.8 million compared to $102.8 million in the fiscal second quarter of 2022
    • System-wide sales growth of 1.7% in the fiscal second quarter of 2023 compared to the prior year fiscal quarter
    • Year-to-date system-wide same-store sales growth of 1.9% in the fiscal second quarter of 2023 compared to the prior year
    • 25 new store openings during the fiscal second quarter of 2023
  • Net loss of $7.1 million, or $0.53 per diluted share, compared to $8.2 million, or $0.60 per diluted share, in the fiscal second quarter of 2022
  • Adjusted EBITDA(1) of $23.1 million compared to $29.5 million in the fiscal second quarter of 2022
  • Adjusted net income(1) of $3.0 million, or $0.08 per diluted share, compared to adjusted net loss of $3.1 million, or $0.29 per diluted share, in the fiscal second quarter of 2022

(1)   EBITDA, Adjusted EBITDA and adjusted net income (loss) are non-GAAP measures defined below, under “Non-GAAP Measures”. Reconciliation of GAAP net loss to EBITDA, adjusted EBITDA and adjusted net income (loss) are included in the accompanying financial tables.

Summary of Fiscal
Second
Quarter
2023
Financial Results

Total revenue increased $4.0 million, or 3.9%, in the second quarter of 2023 to $106.8 million compared to $102.8 million in the same period of 2022, driven by a 5.0% increase in royalties, a 4.6% increase in company-owned restaurant revenues and a 13.0% increase in revenues from our manufacturing facility.

Costs and expenses remained largely unchanged in the second quarter, decreasing 1.4% in the second quarter of 2023 compared to the same period in the prior year.

General and administrative expense decreased $10.9 million, or 52.3%, in the second quarter of 2023 compared to the same period in the prior year, primarily due to the reversal of $12.7 million in reserves related to Employee Retention Credits during the second quarter of 2023, partially offset by higher professional fees related to certain litigation matters.

Cost of restaurant and factory revenues increased $9.7 million, or 19%, in the second quarter of 2023 compared to the same period in the prior year, primarily due to the recognition of $10.1 million in Employee Retention Credits during the second quarter of 2022.

Depreciation and amortization increased $0.4 million, or 5% in the second quarter of 2023 compared to the same period in the prior year, primarily due to depreciation of new property and equipment at company-owned restaurant locations.

Advertising expenses in the second quarter of 2023 were $11.6 million in both the second quarter of 2023 and 2022. These expenses vary in relation to advertising revenues.

Total other expense, net, for the second quarter of 2023 and 2022 was $24.2 million and $21.6 million, respectively, which is inclusive of interest expense of $24.3 million and $23.7 million, respectively.

Adjusted net income(1) of $3.0 million, or $0.08 per diluted share, compared to adjusted net loss of $3.1 million, or $0.29 per diluted share, in the fiscal second quarter of 2022.

Key Financial Definitions

New store openings – The number of new store openings reflects the number of stores opened during a particular reporting period. The total number of new stores per reporting period and the timing of stores openings has, and will continue to have, an impact on our results.

Same-store sales growth – Same-store sales growth reflects the change in year-over-year sales for the comparable store base, which we define as the number of stores open and in the FAT Brands system for at least one full fiscal year. For stores that were temporarily closed, sales in the current and prior period are adjusted accordingly. Given our focused marketing efforts and public excitement surrounding each opening, new stores often experience an initial start-up period with considerably higher than average sales volumes, which subsequently decrease to stabilized levels after three to six months. Additionally, when we acquire a brand, it may take several months to integrate fully each location of said brand into the FAT Brands platform. Thus, we do not include stores in the comparable base until they have been open and in the FAT Brands system for at least one full fiscal year.

System-wide sales growth – System wide sales growth reflects the percentage change in sales in any given fiscal period compared to the prior fiscal period for all stores in that brand only when the brand is owned by FAT Brands. Because of acquisitions, new store openings and store closures, the stores open throughout both fiscal periods being compared may be different from period to period.

Conference Call and Webcast

FAT Brands will host a conference call and webcast to discuss its fiscal second quarter 2023 financial results today at 4:30 PM ET. Hosting the conference call and webcast will be Andy Wiederhorn, Chairman of the Board, and Ken Kuick, Co-Chief Executive Officer and Chief Financial Officer.

The conference call can be accessed live over the phone by dialing 1-844-826-3035 from the U.S. or 1-412-317-5195 internationally. A replay will be available after the call until Thursday, August 24, 2023, and can be accessed by dialing 1-844-512-2921 from the U.S. or 1-412-317-6671 internationally. The passcode is 10179911. The webcast will be available at www.fatbrands.com under the “Investors” section and will be archived on the site shortly after the call has concluded.

About FAT (Fresh. Authentic. Tasty.) Brands

FAT Brands (NASDAQ: FAT) is a leading global franchising company that strategically acquires, markets, and develops fast casual, quick-service, casual dining, and polished casual dining concepts around the world. The Company currently owns 17 restaurant brands: Round Table Pizza, Fatburger, Marble Slab Creamery, Johnny Rockets, Fazoli’s, Twin Peaks, Great American Cookies, Hot Dog on a Stick, Buffalo’s Cafe & Express, Hurricane Grill & Wings, Pretzelmaker, Elevation Burger, Native Grill & Wings, Yalla Mediterranean and Ponderosa and Bonanza Steakhouses and franchises and owns approximately 2,300 units worldwide. For more information, please visit www.fatbrands.com.


Forward-Looking Statements

This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including statements relating to the future financial and operating results of the Company, estimates of future EBITDA, the timing and performance of new store openings, future reductions in cost of capital and leverage ratio, our ability to conduct future accretive acquisitions and our pipeline of new store locations. Forward-looking statements generally use words such as “expect,” “foresee,” “anticipate,” “believe,” “project,” “should,” “estimate,” “will,” “plans,” “forecast,” and similar expressions, and reflect our expectations concerning the future. Forward-looking statements are subject to significant business, economic and competitive risks, uncertainties and contingencies, many of which are difficult to predict and beyond our control, which could cause our actual results to differ materially from the results expressed or implied in such forward-looking statements. We refer you to the documents that we file from time to time with the Securities and Exchange Commission, such as our reports on Form 10-K, Form 10-Q and Form 8-K, for a discussion of these and other risks and uncertainties that could cause our actual results to differ materially from our current expectations and from the forward-looking statements contained in this press release. We undertake no obligation to update any forward-looking statements to reflect events or circumstances occurring after the date of this press release.


Non-GAAP Measures (Unaudited)

This press release includes the non-GAAP financial measures of EBITDA, adjusted EBITDA and adjusted net loss.

EBITDA is defined as earnings before interest, taxes, and depreciation and amortization. We use the term EBITDA, as opposed to income from operations, as it is widely used by analysts, investors, and other interested parties to evaluate companies in our industry. We believe that EBITDA is an appropriate measure of operating performance because it eliminates the impact of expenses that do not relate to business performance. EBITDA is not a measure of our financial performance or liquidity that is determined in accordance with generally accepted accounting principles (“GAAP”), and should not be considered as an alternative to net loss as a measure of financial performance or cash flows from operations as measures of liquidity, or any other performance measure derived in accordance with GAAP.

Adjusted EBITDA is defined as EBITDA (as defined above), excluding expenses related to acquisitions, refranchising loss, impairment charges, and certain non-recurring or non-cash items that the Company does not believe directly reflect its core operations and may not be indicative of the Company’s recurring business operations.

Adjusted net loss is a supplemental measure of financial performance that is not required by or presented in accordance with GAAP. Adjusted net loss is defined as net loss plus the impact of adjustments and the tax effects of such adjustments. Adjusted net loss is presented because we believe it helps convey supplemental information to investors regarding our performance, excluding the impact of special items that affect the comparability of results in past quarters to expected results in future quarters. Adjusted net loss as presented may not be comparable to other similarly titled measures of other companies, and our presentation of adjusted net loss should not be construed as an inference that our future results will be unaffected by excluded or unusual items. Our management uses this non-GAAP financial measure to analyze changes in our underlying business from quarter to quarter based on comparable financial results.

Reconciliations of net loss presented in accordance with GAAP to EBITDA, adjusted EBITDA and adjusted net loss are set forth in the tables below.

Investor Relations:

ICR
Michelle Michalski
[email protected]
646-277-1224

Media Relations:

Erin Mandzik
[email protected]
860-212-6509

FAT Brands Inc. Consolidated Statements of
Operations

    Thirteen Weeks Ended     Twenty-Six Weeks Ended  
(In thousands)   June 25, 2023     June 26, 2022     June 25, 2023     June 26, 2022  
                         
Revenue                                
Royalties   $ 22,751     $ 21,665     $ 45,236     $ 42,563  
Restaurant sales     62,778       60,044       125,379       118,121  
Advertising fees     9,668       9,568       19,019       18,929  
Factory revenues     9,686       8,570       18,851       16,749  
Franchise fees     763       1,295       1,565       2,009  
Other revenue     1,118       1,643       2,405       1,817  
Total revenue     106,764       102,785       212,455       200,188  
                                 
Costs and expenses                                
General and administrative expense     9,947       20,841       38,362       45,437  
Cost of restaurant and factory revenues     59,502       49,846       118,589       104,644  
Depreciation and amortization     7,061       6,711       14,177       13,181  
Refranchising loss     179       453       338       1,001  
 Acquisition costs           135             383  
 Advertising fees     11,610       11,596       22,137       21,853  
Total costs and expenses     88,299       89,582       193,603       186,499  
                                 
Income from operations     18,465       13,203       18,852       13,689  
                                 
Other (expense) income, net                                
Interest expense     (20,008 )     (18,998 )     (45,098 )     (38,026 )
Interest expense related to preferred shares     (4,311 )     (4,715 )     (9,354 )     (6,714 )
Other income, net     109       2,071       265       3,381  
Total other expense, net     (24,210 )     (21,642 )     (54,187 )     (41,359 )
                                 
Loss before income tax provision (benefit)     (5,745 )     (8,439 )     (35,335 )     (27,670 )
                                 
Income tax provision (benefit)     1,346       (251 )     3,882       4,273  
                                 
Net loss   $ (7,091 )   $ (8,188 )   $ (39,217 )   $ (31,943 )
                                 
Net loss   $ (7,091 )   $ (8,188 )   $ (39,217 )   $ (31,943 )
Dividends on preferred shares     (1,615 )     (1,661 )     (3,381 )     (3,314 )
    $ (8,706 )   $ (9,849 )   $ (42,598 )   $ (35,257 )
                                 
Basic and diluted loss per common share   $ (0.53 )   $ (0.60 )   $ (2.58 )   $ (2.15 )
Basic and diluted weighted average shares outstanding     16,522,379       16,405,108       16,521,590       16,396,896  
Cash dividends declared per common share   $ 0.14     $ 0.13     $ 0.28     $ 0.26  



FAT Brands Inc. Consolidated EBITDA and Adjusted EBITDA Reconciliation

    Thirteen Weeks Ended     Twenty-Six Weeks Ended  
(In thousands)   June 25, 2023     June 26, 2022     June 25, 2023     June 26, 2022  
                         
Net loss   $ (7,091 )   $ (8,188 )   $ (39,217 )   $ (31,943 )
Interest expense, net     24,319       23,713       54,452       44,740  
Income tax provision (benefit)     1,346       (251 )     3,882       4,273  
Depreciation and amortization     7,061       6,711       14,177       13,181  
EBITDA     25,635       21,985       33,294       30,251  
Bad debt expense     (13,106 )     239       (12,071 )     423  
Share-based compensation expenses     477       1,934       1,572       4,046  
Non-cash lease expenses     293       457       674       741  
Acquisition costs           134             383  
Refranchising loss     179       453       338       1,001  
Litigation costs     6,924       4,308       14,668       7,264  
Severance     1,036             1,036       526  
Net loss related to advertising fund deficit     1,688             2,773       10  
Pre-opening expenses     11             40        
Adjusted EBITDA   $ 23,137     $ 29,510     $ 42,325     $ 44,645  



FAT Brands Inc. Adjusted Net Income (

Loss)
Reconciliation

  Thirteen Weeks Ended   Twenty-Six Weeks Ended
(In thousands, except share and per share data) June 25, 2023   June 26, 2022   June 25, 2023   June 26, 2022
               
Net loss $ (7,091)   $ (8,188)   $ (39,217)   $ (31,943)
Refranchising loss 179   453   338   1,001
Acquisition costs   134     383
Litigation costs 6,924   4,308   14,668   7,264
Severance 1,036     1,036   526
Tax adjustments, net (1) 1,907   146   1,762   (1,417)
Adjusted net income (loss) $ 2,955   $ (3,147)   $ (21,413)   $ (24,186)
               
Net loss $ (7,091)   $ (8,188)   $ (39,217)   $ (31,943)
Dividends on preferred shares (1,615)   (1,661)   (3,381)   (3,314)
  $ (8,706)   $ (9,849)   $ (42,598)   $ (35,257)
               
Adjusted net income (loss) $ 2,955   $ (3,147)   $ (21,413)   $ (24,186)
Dividends on preferred shares (1,615)   (1,661)   (3,381)   (3,314)
  $ 1,340   $ (4,808)   $ (24,794)   $ (27,500)
               
Loss per basic and diluted share $ (0.53)   $ (0.60)   $ (2.58)   $ (2.15)
Adjusted net income (loss) per basic and diluted share $ 0.08   $ (0.29)   $ (1.50)   $ (1.68)
               
Weighted average basic and diluted shares outstanding 16,522,379   16,405,108   16,521,590   16,396,896


(1) Reflects the tax impact of the adjustments using the effective tax rate for the respective periods.



Hayward Holdings Announces Pricing of Secondary Offering of 22,259,780 Shares of Common Stock by Selling Stockholders

Hayward Holdings Announces Pricing of Secondary Offering of 22,259,780 Shares of Common Stock by Selling Stockholders

CHARLOTTE, N.C.–(BUSINESS WIRE)–
Hayward Holdings, Inc. (NYSE: HAYW) (the “Company” or “Hayward”), a global designer, manufacturer and marketer of a broad portfolio of pool and outdoor living technology, today announced the pricing of the previously announced underwritten public offering (the “Offering”) by funds affiliated with CCMP Capital Advisors, LP and a subsidiary of Alberta Investment Management Corporation (the “Selling Stockholders”), intend to offer for sale 22,259,780 shares of its common stock pursuant to an automatic shelf registration statement (the “Offering”) filed with the Securities and Exchange Commission (the “SEC”).

The Selling Stockholders will receive all of the net proceeds from this Offering. No shares are being sold by the Company.

Goldman Sachs & Co. LLC is serving as the underwriter for the Offering.

An automatic shelf registration statement (including a prospectus) relating to the Offering was filed with the SEC on May 2, 2022 and became effective upon filing. Before you invest, you should read the prospectus in that registration statement and the documents incorporated by reference in that registration statement as well as the prospectus supplement related to this Offering. You may obtain these documents for free by visiting EDGAR on the SEC website at www.sec.gov. When available, copies of the prospectus supplement and accompanying prospectus related to the Offering may also be obtained from Goldman Sachs & Co. LLC, prospectus department, 200 West Street, New York, NY 10282, telephone: 1-866-471-2526, facsimile: 212-902-9316 or by emailing [email protected].

The offering of these securities will be made only by means of a prospectus supplement and the accompanying prospectus. 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 other 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 other jurisdiction. Any offer to buy the securities may be withdrawn or revoked, without obligation or commitment of any kind, at any time prior to notice of its acceptance given after the effective date.

About Hayward Holdings, Inc.

Hayward Holdings, Inc. (NYSE: HAYW) is a leading global designer and manufacturer of pool and outdoor living technology. With a mission to deliver exceptional products, outstanding service and innovative solutions to transform the experience of water, Hayward offers a full line of energy-efficient and sustainable residential and commercial pool equipment including pumps, filters, heaters, cleaners, sanitizers, LED lighting, and water features all digitally connected through Hayward’s intuitive IoT-enabled SmartPad™.

Forward-Looking Statements

This press release contains forward-looking statements. Investors are cautioned not to place undue reliance on these forward-looking statements, including statements about the completion, timing and size of the proposed public offering. Each forward-looking statement is subject to the inherent uncertainties in predicting future results and conditions and no assurance can be given that the public offering discussed above will be completed on the terms described or at all. Completion of the proposed public offering and the terms thereof are subject to numerous factors, many of which are beyond the control of Hayward, including, without limitation, market conditions, failure of customary closing conditions and the risk factors and other matters set forth in the prospectus included in the registration statement, in the form last filed with the SEC. These forward-looking statements speak only as of the date of this press release and Hayward undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

Investor Relations:

Kevin Maczka

[email protected]

Media Relations:

Tanya McNabb

[email protected]

KEYWORDS: North Carolina United States North America

INDUSTRY KEYWORDS: Home Goods Other Professional Services Other Retail Other Manufacturing Finance Professional Services Manufacturing Retail

MEDIA:

AmerisourceBergen Announces Registered Public Offering of Common Shares and Common Share Repurchase

AmerisourceBergen Announces Registered Public Offering of Common Shares and Common Share Repurchase

CONSHOHOCKEN, Pa.–(BUSINESS WIRE)–
AmerisourceBergen Corporation (NYSE: ABC) (the “Company”) announced today a registered public offering of 10.5 million shares of common stock of the Company in connection with Walgreens Boots Alliance Holdings LLC (the “Selling Stockholder”) entering into prepaid variable share forward transactions (the “variable forward transactions”) relating to the Company’s common stock with certain counterparties (the “counterparties”).

The Company has been advised that, in order to establish their initial hedge positions with respect to the variable forward transactions, the counterparties or their affiliates will borrow an aggregate of 7,293,548 shares of the Company’s common stock from third-party stock lenders and will sell those shares (the “underwritten shares”) in an underwritten public offering (the “offering”) through Goldman Sachs & Co. LLC, acting as the sole underwriter for the offering. The Company is not issuing or selling any shares of its common stock in the offering, is not a party to the variable forward transactions and will not receive any proceeds from sales of the underwritten shares. The underwriter may offer the underwritten shares from time to time in one or more transactions, in block sales, on the NYSE, in the over-the-counter market or in negotiated transactions, at market prices prevailing at the time of sale or at negotiated prices.

The Company has also been advised that the counterparties or their affiliates or agents expect to borrow an additional 3,206,452 shares of the Company’s common stock (the “additional shares”) from third-party stock lenders and expect to sell those additional shares through the underwriter, from time to time after the offering, in block sales, on the NYSE, in the over-the-counter market or in negotiated transactions, at market prices prevailing at the time of sale or at negotiated prices. Those additional shares will not be included in the offering.

The offering is expected to close on or about August 8, 2023, subject to customary closing conditions.

In addition, subject to the consummation of the purchase and sale of the underwritten shares in the offering, the Company intends to concurrently repurchase shares from the Selling Stockholder at a price per share equal to the price at which the underwriter will purchase the underwritten shares from the counterparties in the offering, which price per share will be net of underwriting discounts, in the amount of approximately $250 million. The concurrent share repurchase will be made under the Company’s share repurchase program and the repurchased shares will be held in treasury. The closing of the concurrent share repurchase will be conditioned upon the closing of the offering and therefore there can be no assurance that the concurrent share repurchase will be completed. The offering is not conditioned upon the completion of the concurrent share repurchase.

The underwritten shares of common stock to be sold in the offering will be offered pursuant to the Company’s automatically effective registration statement (and prospectus) on Form S-3 previously filed with the U.S. Securities and Exchange Commission (the “SEC”). Before you invest, you should read the prospectus in that registration statement and other documents the Company has filed with the SEC for more complete information about the Company and this offering. You may get these documents for free by visiting EDGAR on the SEC website at www.sec.gov. Alternatively, a copy of the prospectus supplement relating to the offering may be obtained by contacting: Goldman Sachs & Co. LLC, Prospectus Department, 200 West Street, New York, NY 10282, telephone: 1-866-471-2526, facsimile: 212-902-9316 or by emailing [email protected].

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 offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities law of any such state or jurisdiction.

About AmerisourceBergen

AmerisourceBergen is a leading global pharmaceutical solutions organization centered on improving the lives of people and animals around the world. We partner with pharmaceutical innovators across the value chain to facilitate and optimize market access to therapies. Care providers depend on us for the secure, reliable delivery of pharmaceuticals, healthcare products, and solutions. Our 46,000+ worldwide team members contribute to positive health outcomes through the power of our purpose: We are united in our responsibility to create healthier futures. AmerisourceBergen is ranked #11 on the Fortune 500 and #21 on the Global Fortune 500 with more than $200 billion in annual revenue.

AmerisourceBergen’s Cautionary Note Regarding Forward-Looking Statements

Certain of the statements contained in this press release are “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended (which the Company refers to as the “Securities Act”), and Section 21E of the Securities and Exchange Act of 1934, as amended (the “Exchange Act”). Words such as “expect,” “likely,” “outlook,” “forecast,” “would,” “could,” “should,” “can,” “project,” “intend,” “plan,” “continue,” “sustain,” “synergy,” “on track,” “believe,” “seek,” “estimate,” “anticipate,” “may,” “possible,” “assume,” variations of such words, and similar expressions are intended to identify such forward-looking statements. These statements are based on current expectations of the management of the Company and are subject to uncertainty and changes in circumstances and speak only as of the date hereof. These statements are not guarantees of future performance and are based on assumptions and estimates that could prove incorrect or could cause actual results to vary materially from those indicated. Among the factors that could cause actual results to differ materially from those projected, anticipated, or implied are the following: the effect of and uncertainties related to the ongoing COVID-19 pandemic (including any government responses thereto) and any continued recovery from the impact of the COVID-19 pandemic; the Company’s ability to achieve and maintain profitability in the future; the Company’s ability to respond to general economic conditions, including elevated levels of inflation; the Company’s ability to manage the Company’s growth effectively and the Company’s expectations regarding the development and expansion of the Company’s business; the impact on the Company’s business of the regulatory environment and complexities with compliance; unfavorable trends in brand and generic pharmaceutical pricing, including in rate or frequency of price inflation or deflation; competition and industry consolidation of both customers and suppliers resulting in increasing pressure to reduce prices for the Company’s products and services; changes in the United States healthcare and regulatory environment, including changes that could impact prescription drug reimbursement under Medicare and Medicaid and declining reimbursement rates for pharmaceuticals; increasing governmental regulations regarding the pharmaceutical supply channel; continued federal and state government enforcement initiatives to detect and prevent suspicious orders of controlled substances and the diversion of controlled substances; continued prosecution or suit by federal and state governmental entities and other parties (including third-party payors, hospitals, hospital groups and individuals) of alleged violations of laws and regulations regarding controlled substances, and any related disputes, including shareholder derivative lawsuits; increased federal scrutiny and litigation, including qui tam litigation, for alleged violations of laws and regulations governing the marketing, sale, purchase and/or dispensing of pharmaceutical products or services, and associated reserves and costs; failure to comply with the Company’s 2018 Corporate Integrity Agreement with the Office of Inspector General of the U.S. Department of Health and Human Services; the outcome of any legal or governmental proceedings that may be instituted against us, including material adverse resolution of pending legal proceedings; the retention of key customer or supplier relationships under less favorable economics or the adverse resolution of any contract or other dispute with customers or suppliers; changes to customer or supplier payment terms, including as a result of the COVID-19 impact on such payment terms; unexpected costs, charges or expenses resulting from the acquisitions of PharmaLex and OneOncology; the integration of the Alliance Healthcare, PharmaLex and OneOncology businesses into the Company being more difficult, time consuming or costly than expected; the Company’s, Alliance Healthcare’s, PharmaLex’s or OneOncology’s failure to achieve expected or targeted future financial and operating performance and results; the effects of disruption from the acquisition and related strategic transactions on the respective businesses of the Company and Alliance Healthcare and the fact that the acquisition and related strategic transactions may make it more difficult to establish or maintain relationships with employees, suppliers and other business partners; the acquisition of businesses, including the acquisitions of the Alliance Healthcare, PharmaLex and OneOncology businesses and related strategic transactions, that do not perform as expected, or that are difficult to integrate or control, or the inability to capture all of the anticipated synergies related thereto or to capture the anticipated synergies within the expected time period; risks associated with the strategic, long-term relationship between Walgreens Boots Alliance and the Company, including with respect to the pharmaceutical distribution agreement and/or the global generic purchasing services arrangement; managing foreign expansion, including non-compliance with the U.S. Foreign Corrupt Practices Act, anti-bribery laws, economic sanctions and import laws and regulations; the Company’s ability to respond to financial market volatility and disruption; changes in tax laws or legislative initiatives that could adversely affect the Company’s tax positions and/or the Company’s tax liabilities or adverse resolution of challenges to the Company’s tax positions; the loss, bankruptcy or insolvency of a major supplier, or substantial defaults in payment, material reduction in purchases by or the loss, bankruptcy or insolvency of a major customer, including as a result of COVID-19; financial and other impacts of COVID-19 on the Company’s operations or business continuity; changes to the customer or supplier mix; malfunction, failure or breach of sophisticated information systems to operate as designed, and risks generally associated with cybersecurity; risks generally associated with data privacy regulation and the protection and international transfer of personal data; regulatory and legal implications relating to the March 2023 cybersecurity event sustained by one of the Company’s foreign business units in one country; financial and other impacts of macroeconomic and geopolitical trends and events, including the situation in Russia and Ukraine and its regional and global ramifications; natural disasters or other unexpected events, such as additional pandemics, that affect the Company’s operations; the impairment of goodwill or other intangible assets (including any additional impairments with respect to foreign operations), resulting in a charge to earnings; the Company’s ability to manage and complete divestitures; the disruption of the Company’s cash flow and ability to return value to its stockholders in accordance with its past practices; interest rate and foreign currency exchange rate fluctuations; declining economic conditions and increases in inflation in the United States and abroad; and other economic, business, competitive, legal, tax, regulatory and/or operational factors affecting the Company’s business generally.

Certain additional factors that management believes could cause actual outcomes and results to differ materially from those described in forward-looking statements are set forth (i) in Item 1A. Risk Factors in the Company’s Annual Report on Form 10-K for the fiscal year ended September 30, 2022 and elsewhere therein and (ii) in other documents filed by the Company with the SEC pursuant to the Exchange Act. The Company undertakes no obligation to publicly update or revise any forward-looking statements, except as required by the federal securities laws.

Investors:

Bennett S. Murphy

Senior Vice President, Head of Investor Relations & Treasury

610-727-3693

[email protected]

KEYWORDS: United States North America Pennsylvania

INDUSTRY KEYWORDS: General Health Finance Banking Health Professional Services

MEDIA:

Southside Bancshares, Inc. Declares Cash Dividend

TYLER, Texas, Aug. 03, 2023 (GLOBE NEWSWIRE) — The Board of Directors of Southside Bancshares, Inc., (NASDAQ:SBSI), parent company of Southside Bank declared a regular quarterly cash dividend of $0.35 per common share. The cash dividend of $0.35 is scheduled for payment on September 1, 2023, to common stock shareholders of record on August 17, 2023.


About Southside Bancshares, Inc.

Southside Bancshares, Inc. is a bank holding company headquartered in Tyler, Texas, with approximately $7.81 billion in assets as of June 30, 2023, that wholly-owns Southside Bank. Southside Bank currently operates 55 branches and a network of 73 ATMs/ITMs throughout East Texas, Southeast Texas and the greater Dallas/Fort Worth, Austin and Houston areas. Serving customers since 1960, Southside Bank is a community-focused financial institution that offers a full range of financial products and services to individuals and businesses. These products and services include consumer and commercial loans, mortgages, deposit accounts, safe deposit boxes, treasury management, wealth management, trust services, brokerage services and an array of online and mobile services.

To learn more about Southside Bancshares, Inc., please visit our investor relations website at https://investors.southside.com. Our investor relations site provides a detailed overview of our activities, financial information and historical stock price data. To receive email notification of company news, events and stock activity, please register on the website under Resources and Investor Email Alerts. Questions or comments may be directed to Lindsey Bailes at (903) 630-7965, or [email protected].


Forward-Looking Statements

Certain statements of other than historical fact that are contained in this press release and in other written materials, documents and oral statements issued by or on behalf of the Company may be considered to be “forward-looking statements” within the meaning of and subject to the safe harbor protections of the Private Securities Litigation Reform Act of 1995. These forward-looking statements are not guarantees of future performance, nor should they be relied upon as representing management’s views as of any subsequent date. These statements may include words such as “expect,” “estimate,” “project,” “anticipate,” “appear,” “believe,” “could,” “should,” “may,” “might,” “will,” “would,” “seek,” “intend,” “probability,” “risk,” “goal,” “target,” “objective,” “plans,” “potential,” and similar expressions. Forward-looking statements are statements with respect to the Company’s beliefs, plans, expectations, objectives, goals, anticipations, assumptions, estimates, intentions and future performance and are subject to significant known and unknown risks and uncertainties, which could cause the Company’s actual results to differ materially from the results discussed in the forward-looking statements. For example, discussions of the effect of our expansion, benefits of the Share Repurchase Plan, trends in asset quality, capital, liquidity, the Company’s ability to sell nonperforming assets, expense reductions, planned operational efficiencies and earnings from growth and certain market risk disclosures, including the impact of interest rates, tax reform, inflation, the impacts related to or resulting from other economic factors are based upon information presently available to management and are dependent on choices about key model characteristics and assumptions and are subject to various limitations. By their nature, certain of the market risk disclosures are only estimates and could be materially different from what actually occurs in the future. Accordingly, our results could materially differ from those that have been estimated. The most significant factor that could cause future results to differ materially from those anticipated by our forward-looking statements include the ongoing impact of higher inflation levels, higher interest rates and general economic and recessionary concerns, all of which could impact economic growth and could cause a reduction in financial transactions and business activities, including decreased deposits and reduced loan originations, our ability to manage liquidity in a rapidly changing and unpredictable market, supply chain disruptions, labor shortages and additional interest rate increases by the Federal Reserve.

Additional information concerning the Company and its business, including additional factors that could materially affect the Company’s financial results, is included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2022, under “Part I – Item 1. Forward Looking Information” and “Part I – Item 1A. Risk Factors,” “the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2023, under Part II – Item 1A. Risk Factors” and in the Company’s other filings with the Securities and Exchange Commission. The Company disclaims any obligation to update any factors or to announce publicly the result of revisions to any of the forward-looking statements included herein to reflect future events or developments.

For further information:
Lindsey Bailes
903-630-7965



Amerant Bancorp Announces Transfer of Listing of Common Stock to the New York Stock Exchange

CORAL GABLES, Fla., Aug. 03, 2023 (GLOBE NEWSWIRE) — Amerant Bancorp Inc. (NASDAQ: AMTB) (the “Company” or “Amerant”) announced today that it is transferring the listing of its common stock to the New York Stock Exchange (“NYSE”) from the Nasdaq Stock Market LLC (“Nasdaq”).

Amerant’s common stock is expected to begin trading on the NYSE on Tuesday, August 29, 2023, and will continue to be traded under its current ticker symbol “AMTB”. Amerant’s common stock is expected to continue to trade on Nasdaq until the close of the market on Monday, August 28, 2023. To commemorate the event, members of Amerant’s Senior Leadership Team and its Board of Directors will ring the Opening Bell at the NYSE on Tuesday, August 29, 2023.

“We are excited to announce the transfer of our company’s stock listing to the NYSE, a significant milestone in our journey as a public company,” stated Jerry Plush, Chairman and CEO of Amerant. “This strategic move reflects our confidence in the NYSE’s market infrastructure and global visibility, which will enable us to strengthen our position, expand our reach, and create long-term value for all of our stakeholders.”  

“We’re thrilled to welcome Amerant Bancorp to the New York Stock Exchange, the world’s premier listing venue,” said John Tuttle, Vice Chair, NYSE Group. “A Florida-based community bank that seeks to provide customers with high-touch servicing, Amerant will feel right at home in our community of icons and entrepreneurs.”


About Amerant Bancorp Inc. (NASDAQ: AMTB)

Amerant Bancorp Inc. is a bank holding company headquartered in Coral Gables, Florida since 1979. The Company operates through its main subsidiary, Amerant Bank, N.A. (the “Bank”), as well as its other subsidiaries: Amerant Investments, Inc., Elant Bank and Trust Ltd., and Amerant Mortgage, LLC. The Company provides individuals and businesses in the U.S. with deposit, credit and wealth management services. The Bank, which has operated for over 40 years, is the largest community bank headquartered in Florida. The Bank operates 23 banking centers – 17 in South Florida and 6 in the Houston, Texas area, as well as an LPO in Tampa, Florida. For more information, visit investor.amerantbank.com.

Cautionary Notice Regarding Forward-Looking Statements

This press release contains “forward-looking statements” including statements with respect to the Company’s objectives, expectations and intentions and other statements that are not historical facts. All statements other than statements of historical fact are statements that could be forward-looking statements. You can identify these forward-looking statements through our use of words such as “may,” “will,” “anticipate,” “assume,” “should,” “indicate,” “would,” “believe,” “contemplate,” “expect,” “estimate,” “continue,” “plan,” “point to,” “project,” “could,” “intend,” “target,” “goals,” “outlooks,” “modeled,” “dedicated,” “create,” “generate” and other similar words and expressions of the future.

Forward-looking statements, including those relating to our beliefs, plans, objectives, goals, expectations, anticipations, estimates and intentions, involve known and unknown risks, uncertainties and other factors, which may be beyond our control, and which may cause the Company’s actual results, performance, achievements, or financial condition to be materially different from future results, performance, achievements, or financial condition expressed or implied by such forward-looking statements. You should not rely on any forward-looking statements as predictions of future events. You should not expect us to update any forward-looking statements, except as required by law. All written or oral forward-looking statements attributable to us are expressly qualified in their entirety by this cautionary notice, together with those risks and uncertainties described in “Risk factors” in our annual report on Form 10-K for the fiscal year ended December 31, 2022 filed on March 1, 2023 (the “Form 10-K”), our quarterly report on Form 10-Q for the quarter ended March 31, 2023 filed on May 2, 2023, and in our other filings with the U.S. Securities and Exchange Commission (the “SEC”), which are available at the SEC’s website www.sec.gov.

CONTACTS:

Investors
Laura Rossi
[email protected]
(305) 460-8728

Media
Victoria Verdeja
[email protected]
(305) 441-8414 



Oncternal Therapeutics to Provide Business Update and Report Second Quarter 2023 Financial Results

SAN DIEGO, Aug. 03, 2023 (GLOBE NEWSWIRE) — Oncternal Therapeutics, Inc. (Nasdaq: ONCT), a clinical-stage biopharmaceutical company focused on the development of novel oncology therapies, today announced that it will report second quarter 2023 financial results after the U.S. financial markets close on Thursday, August 10, 2023. Oncternal’s management will host a webcast at 2:00 p.m. PT (5:00 p.m. ET) to provide a business update and discuss the Company’s second quarter financial results.

The live webcast of the call will be available online at investor.oncternal.com and the call will be archived there for at least 30 days.

About Oncternal Therapeutics

Oncternal Therapeutics is a clinical-stage biopharmaceutical company focused on the development of novel oncology therapies for the treatment of patients with cancers that have critical unmet medical need. Oncternal pursues drug development targeting promising, yet untapped biological pathways implicated in cancer generation or progression, focusing on hematological malignancies and prostate cancer. ONCT-808 is an investigational autologous chimeric antigen receptor T (CAR T) cell therapy that targets Receptor Tyrosine Kinase-Like Orphan Receptor 1 (ROR1) using the binding domain from zilovertamab. Oncternal has initiated Study ONCT-808-101 (NCT05588440) for the treatment of patients with relapsed or refractory aggressive B-cell lymphoma, including patients who have failed previous CD19 CAR T treatment. ONCT-808 has demonstrated activity in preclinical models against multiple hematological malignancies and solid tumors and has been shown to be specific for cancer cells expressing ROR1. Oncternal has developed a robust and reproducible manufacturing process that has the potential to reduce the time patients must wait for their individual CAR T product to be produced, compared with approved CAR T products. ONCT-534 is a dual-action androgen receptor inhibitor (DAARI) with preclinical activity in prostate cancer models against both unmutated androgen receptor (AR), and against multiple forms of AR aberrations. It is a potential treatment for patients with mCRPC and unmet medical need because of resistance to androgen receptor inhibitors, including those with AR amplification, mutations in the AR ligand binding domain (LBD), or splice variants with loss of the AR LBD. Final IND-enabling studies for ONCT-534 have been completed. Zilovertamab is an investigational monoclonal antibody designed to inhibit the function of ROR1. Zilovertamab showed evidence of antitumor activity and was well tolerated in Phase 1/2 Study CIRM-0001 (NCT03088878) in combination with ibrutinib for the treatment of patients with MCL, chronic lymphocytic leukemia (CLL) and marginal zone lymphoma (MZL). Zilovertamab is being evaluated in two investigator-initiated studies: a Phase 2 clinical trial of zilovertamab in combination with venetoclax, a Bcl-2 inhibitor, in patients with R/R CLL (NCT04501939), and a Phase 1b study of zilovertamab in combination with docetaxel in patients with metastatic castration-resistant prostate cancer (NCT05156905). More information on our company and programs is available at https://oncternal.com/.

Contact Information:

Investors

Richard Vincent
858-434-1113
[email protected]

Media

Corey Davis, Ph.D.
LifeSci Advisors
212-915-2577
[email protected]