New Found Signs Memorandum of Understanding with Maritime Resources Corp. for Use of the Pine Cove Mill

New Found Signs Memorandum of Understanding with Maritime Resources Corp. for Use of the Pine Cove Mill

VANCOUVER, British Columbia–(BUSINESS WIRE)–New Found Gold Corp. (“New Found” or the “Company”) (TSX-V: NFG, NYSE-A: NFGC) is pleased to announce that the Company has entered into a non-binding memorandum of understanding (the “MOU”) with Maritime Resources Corp. (“Maritime”) (TSX-V: MAE) pursuant to which the Company has been granted the right to conduct due diligence and exclusivity to negotiate with Maritime regarding a toll milling agreement at the existing Pine Cove Mill located at the Point Rousse project near Baie Verte, Newfoundland and Labrador.

Ron Hampton, Chief Development Officer of New Found, commented, “Queensway is a unique project, endowed with high-grade gold mineralization and ideally located for potential development. The project has several favourable attributes including –

  • High-grade gold mineralization at many of the Queensway project’s zones starts in the bedrock just 3-6m below surface including at Keats, Iceberg and Keats West.

  • Mineralization at Keats, Iceberg and Keats West is easily accessible and located less than one kilometre from the Trans-Canada Highway.

  • Renewable hydroelectric sourced high-tension powerlines run directly across the project adjacent to the Keats, Iceberg and Keats West zones.
  • The project is located 15km west of the Town of Gander and Gander International Airport.

  • Gander and the surrounding towns provide a highly motivated and skilled local workforce.

  • Newfoundland is currently ranked as the world’s #4 mining jurisdiction by the Fraser Institute, providing a highly supportive regulatory environment.

“This all bodes well for the potential to realize significant value through timely production. In my experience the opportunity to develop an early operation, even if at a smaller scale, allows for significant risk reduction. While we have plenty of work still to do to determine the viability of any such early production scenario, the option of having access to a gold processing facility located nearby is of significant interest.”

About Pine Cove Mill

The Pine Cove Mill is a fully permitted gold processing facility that was operating as recently as Q1 of this year and is rated at 1,400 tonnes per day with a large capacity tailings storage facility and access to port infrastructure. Pine Cove is located on the Baie Verte peninsula, approximately 270km from the Queensway project by paved highway.

Maritime Note Offering

In addition, the Company is pleased to announce that, pursuant to a brokered private placement, it intends to purchase non-convertible senior secured notes (the “Notes”) and common share purchase warrants of Maritime (the “Note Warrants”) for an aggregate purchase price of US$2,000,000 (the “Offering”). The Notes will be issued in US$1,000 increments, less 2.0% original issue discount on the principal amount of the Notes. The Note Warrants will entitle New Found to purchase common shares in the capital of Maritime equal to 40% of the aggregate principal amount of the Notes and will be exercisable until the maturity date of the Notes.

About New Found Gold Corp.

New Found holds a 100% interest in the Queensway Project, located 15km west of Gander, Newfoundland and Labrador, and just 18km from Gander International Airport. The project is intersected by the Trans-Canada Highway and has logging roads crosscutting the project, high voltage electric power lines running through the project area, and easy access to a highly skilled workforce. The Company is currently undertaking a 500,000m drill program at Queensway and is well funded for this program with cash and marketable securities of approximately $47.5 million as of August 2023.

Please see the Company’s website at www.newfoundgold.ca and the Company’s SEDAR+ profile at www.sedarplus.ca

Acknowledgements

New Found acknowledges the financial support of the Junior Exploration Assistance Program, Department of Natural Resources, Government of Newfoundland and Labrador.

Contact

To contact the Company, please visit the Company’s website, www.newfoundgold.ca and make your request through our investor inquiry form. Our management has a pledge to be in touch with any investor inquiries within 24 hours.

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

Forward-Looking Statement Cautions

This press release contains certain “forward-looking statements” within the meaning of Canadian securities legislation, relating to the MOU, the merits of the Queensway Project, the development of the Queensway Project, the Company’s plans and expectations regarding the Queensway Project, the possibility of entering into a toll milling agreement, the Offering, the acquisition of the Notes and the Note Warrants, and the exercise of the Note Warrants. Although the Company believes that such statements are reasonable, it can give no assurance that such expectations will prove to be correct. Forward-looking statements are statements that are not historical facts; they are generally, but not always, identified by the words “expects”, “plans”, “anticipates”, “believes”, “interpreted”, “intends”, “estimates”, “projects”, “aims”, “suggests”, “indicate”, “often”, “target”, “future”, “likely”, “pending”, “potential”, “goal”, “objective”, “prospective”, “possibly”, “preliminary”, and similar expressions, or that events or conditions “will”, “would”, “may”, “can”, “could” or “should” occur, or are those statements, which, by their nature, refer to future events. The Company cautions that forward-looking statements are based on the beliefs, estimates and opinions of the Company’s management on the date the statements are made, and they involve a number of risks and uncertainties. Consequently, there can be no assurances that such statements will prove to be accurate and actual results and future events could differ materially from those anticipated in such statements. Except to the extent required by applicable securities laws and the policies of the TSX Venture Exchange, the Company undertakes no obligation to update these forward-looking statements if management’s beliefs, estimates or opinions, or other factors, should change. Factors that could cause future results to differ materially from those anticipated in these forward-looking statements include risks associated with the negotiation of a toll milling agreement, risks associated with the Company’s investment in Maritime, possible accidents and other risks associated with mineral exploration operations, the risk that the Company will encounter unanticipated geological factors, risks associated with the interpretation of assay results and the drilling program, the possibility that the Company may not be able to secure permitting and other governmental clearances necessary to carry out the Company’s exploration plans, the risk that the Company will not be able to raise sufficient funds to carry out its business plans, and the risk of political uncertainties and regulatory or legal changes that might interfere with the Company’s business and prospects. The reader is urged to refer to the Company’s Annual Information Form and Management’s discussion and Analysis, publicly available through the Canadian Securities Administrators’ System for Electronic Document Analysis and Retrieval (SEDAR+) at www.sedarplus.ca for a more complete discussion of such risk factors and their potential effects.

New Found Gold Corp.

Per: “Collin Kettell”

Collin Kettell, Chief Executive Officer

Email: [email protected]

Phone: +1 (845) 535-1486

KEYWORDS: United States North America Canada

INDUSTRY KEYWORDS: Mining/Minerals Natural Resources

MEDIA:

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Superior Drilling Products, Inc. Revenue Grew 18% to $5.4 million with Earnings per Share of $0.01 in Second Quarter 2023

Superior Drilling Products, Inc. Revenue Grew 18% to $5.4 million with Earnings per Share of $0.01 in Second Quarter 2023

  • Second quarter revenue rose $827 thousand, or 18%, to $5.4 million year-over-year
    • Tool revenue grew 23% and Contract Services revenue was up 10%
  • Strong operating leverage resulted in measurably improved operating income of $546 thousand, or 10.2% of sales; Operating income up over 4x year-over-year
  • Achieved net income of $323 thousand or $0.01 per diluted share
  • Adjusted EBITDA* of $1.2 million up 46% over prior-year period; Adjusted EBITDA margin expanded 430 basis points to 22.6%
  • Opened new service and technology center in Dubai during the quarter
  • 2023 outlook updated with revenue between $22 million to $24 million and Adjusted EBITDA* of $5.5 million to $6.5 million
  • Subsequent to quarter-end, the Company executed a new credit agreement which extended maturity dates, included more favorable financing terms and provided additional liquidity

*Adjusted EBITDA is a non-GAAP measure. See comments regarding the use of non-GAAP measures and the reconciliation of the second quarter GAAP to non-GAAP measures in the tables of this release

VERNAL, Utah–(BUSINESS WIRE)–Superior Drilling Products, Inc. (NYSE American: SDPI) (“SDP” or the “Company”), a designer and manufacturer of drilling tool technologies, today reported financial results for the second quarter ended June 30, 2023.

“We had a strong quarter with revenue up 18% over the second quarter last year. The leverage that we gained from this higher sales volume led to measurably improved operating income and net income, as well as solid EBITDA performance,” commented Troy Meier, Chairman and CEO.

He added, “We continued to gain traction in the Middle East as our international revenue doubled year-over-year and accounted for nearly 20% of our total revenue mix during the quarter. We added to our technical sales and business development team and completed our new service and technology center during the quarter. We continue to be encouraged by the many opportunities in the Middle East region.

“On the domestic front, given the completion of our capacity expansion in Vernal, Utah, we have begun to refurbish a second customer’s PDC bits as part of our contract services work. Over time, we aim to replicate the success and volume of services performed with that of our long-time legacy customer. Overall, we continue to see our investments in manufacturing capacity and personnel pay off.”

Second Quarter 2023 Review (See at “Definitions” the composition of product/service revenue categories.)

($ in thousands) June 30,
2023
March 31,
2023
June 30,
2022
Change Sequential Change Year/Year
North America

 

4,325

 

5,475

 

4,021

(21.0

)%

7.6

%

International

 

1,042

 

806

 

520

29.3

%

100.4

%

Total Revenue

$

5,367

$

6,281

$

4,541

(14.5

)%

18.2

%

 
Tool (DNR) Revenue

$

3,552

$

4,254

$

2,892

(16.5

)%

22.8

%

Contract Services

 

1,815

 

2,027

 

1,649

(10.5

)%

10.1

%

Total Revenue

$

5,367

$

6,281

$

4,541

(14.5

)%

18.2

%

Revenue growth year-over-year reflected the recovery in the North America oil & gas industry, strengthened market share for the Drill-N-Ream® (DNR) wellbore conditioning tool domestically and internationally, and continued strong demand for the refurbishment of drill bits and other related tools.

For the second quarter of 2023, North America revenue comprised approximately 81% of total revenue, with remaining sales all within the Middle East. Revenue growth year-over-year in North America was due to increased tool revenue and growth in Contract Services. International revenue doubled over last year’s period, which reflected improved market conditions and the strengthening of the Company’s Middle East technical sales and marketing team.

The revenue decline from the sequential first quarter of 2023 reflects strong tool sales from the Company’s U.S. channel partner during the prior period, and a decline in the U.S. rig count.

Second Quarter 2023 Operating Costs

($ in thousands, except per share amounts) June 30,
2023
March 31,
2023
June 30,
2022
Change Sequential Change Year/Year
Cost of revenue

$

2,013

 

$

2,239

 

$

2,116

 

(10.1

)%

(4.9

)%

As a percent of sales

 

37.5

%

 

35.6

%

 

46.6

%

Selling, general & administrative

$

2,459

 

$

2,339

 

$

1,894

 

5.1

%

29.8

%

As a percent of sales

 

45.8

%

 

37.2

%

 

41.7

%

Depreciation & amortization

$

349

 

$

326

 

$

403

 

7.2

%

(13.2

)%

Total operating expenses

$

4,821

 

$

4,903

 

$

4,413

 

(1.7

)%

9.3

%

Operating Income

$

546

 

$

1,378

 

$

128

 

(60.4

)%

327.5

%

As a % of sales

 

10.2

%

 

21.9

%

 

2.8

%

Other income (expense) including Income tax

$

107

 

$

135

 

$

(184

)

(21.0

)%

NA
Net Income (loss)

$

323

 

$

1,513

 

$

(57

)

(78.6

)%

NA
Diluted earnings per share

$

0.01

 

$

0.05

 

$

(0.00

)

Adjusted EBITDA¹

$

1,213

 

$

2,019

 

$

831

 

(39.9

)%

46.0

%

As a % of sales

 

22.6

%

 

32.1

%

 

18.3

%

 

1Adjusted EBITDA is a non-GAAP measure defined as earnings before interest, taxes, depreciation, and amortization, non-cash stock compensation expense, and unusual items. See the attached tables for important disclosures regarding SDP’s use of Adjusted EBITDA, as well as a reconciliation of net income to Adjusted EBITDA.

When comparing with the prior-year second quarter, higher volume, improved processes and operational efficiencies drove enhanced leverage despite continued investments in people and higher legal expenses. Selling, general & administrative (SG&A) expenses in the second quarter of 2023 included legal expenses of $450 thousand due to continuing litigation for the Company’s patent infringement lawsuit over violations of the patents on its DNR tool. The increase in SG&A also reflected the expansion of the Company’s Middle East operations.

Depreciation and amortization expense decreased approximately 13% year-over-year as a result of fully amortizing a portion of intangible assets and fully depreciating manufacturing center equipment.

Balance Sheet and Liquidity

Year-to-date cash generated by operations was $921 thousand compared with $1.4 million in the year-ago period. Cash at the end of the quarter was $1.2 million, down $978 thousand from year-end 2022 due to working capital timing, higher capital expenditures, and an increase in inventory for anticipated demand for the DNR in the Middle East. Subsequent to quarter-end, the Company received a $750 thousand payment related to delayed accounts receivable.

Capital expenditures of $2.4 million year-to-date were largely in support of the Company’s Middle East operations, which included the DNR rental tool fleet and the new service and technology center that opened in the second quarter. The Company expects capital spending for fiscal 2023 to range between $3.5 million to $4.0 million.

Total debt at quarter-end was $1.9 million. On July 28, 2023, the Company executed a new credit agreement with Vast Bank, National Association, which included a 5-year, $1.7 million term loan, a 2-year, $750,000 revolving credit line, and a program whereby the lender can purchase certain accounts receivable. The proceeds from the receivables program were used to repay the full amount outstanding under the Company’s prior credit agreement.

2023 guidance updated to account for decline in the U.S. rig count and additional patent infringement litigation costs

As of August 14, 2023

Updated Guidance

Previous Guidance

Revenue

$22.0 million to $24.0 million

$24.0 million to $27.0 million

SG&A expense

$9.0 million to $9.5 million (includes approximately $1.2 million in legal expenses for ongoing patent infringement litigation)

$9.0 million to $10.0 million (includes approximately $1.0 million in legal expenses for ongoing patent infringement litigation)

Adjusted EBITDA1

$5.5 million to $6.5 million

$6.5 million to $7.5 million

 

1See “Forward Looking Non-GAAP Financial Measures” below for additional information about this non-GAAP measure.

Webcast and Conference Call

The Company will host a conference call and live webcast today at 10:00 am Mountain Time (12:00 pm Eastern Time) to review the results of the quarter and discuss its corporate strategy and outlook. The discussion will be accompanied by a slide presentation that will be made available prior to the conference call on SDP’s website at www.sdpi.com/events. A question-and-answer session will follow the formal presentation.

The conference call can be accessed by calling (201) 689-8470. Alternatively, the webcast can be monitored at www.sdpi.com/events. A telephonic replay will be available from 2:00 pm MT (4:00 pm ET) the day of the teleconference until Thursday, Monday, August 28, 2023. To listen to the archived call, please call (412) 317-6671 and enter conference ID number 13740109 or access the webcast replay at www.sdpi.com, where a transcript will be posted once available.

Definitions and Composition of Product/Service Revenue:

Tool (DNR) Revenue is the sum of tool sales/rental revenue and other related tool revenue, which is comprised of royalties and fleet maintenance fees.

Contract Services revenue is comprised of repair and manufacturing services for drill bits and other tools or products for customers.

About Superior Drilling Products, Inc.

Superior Drilling Products, Inc. is an innovative, cutting-edge drilling tool technology company providing cost saving solutions that drive production efficiencies for the oil and natural gas drilling industry. The Company designs, manufactures, repairs, and sells drilling tools. SDP drilling solutions include the patented Drill-N-Ream® well bore conditioning tool and the patented Strider™ oscillation system technology. In addition, SDP is a manufacturer and refurbisher of PDC (polycrystalline diamond compact) drill bits for leading oil field service companies. SDP operates a state-of-the-art drill tool fabrication facility, where it manufactures its solutions for the drilling industry, as well as customers’ custom products. The Company’s strategy for growth is to leverage its expertise in drill tool technology and innovative, precision machining in order to broaden its product offerings and solutions for the oil and gas industry.

Additional information about the Company can be found at: www.sdpi.com.

Safe Harbor Regarding Forward Looking Statements

This news release contains forward-looking statements and information that are subject to a number of risks and uncertainties, many of which are beyond our control. All statements, other than statements of historical fact included in this release, including, without limitations, the Company’s strategic review process, the continued impact of COVID-19 on the business, the Company’s strategy, future operations, success at developing future tools, the Company’s effectiveness at executing its business strategy and plans, financial position, estimated revenue and losses, projected costs, prospects, plans and objectives of management, and ability to outperform are forward-looking statements. The use of words “could,” “believe,” “anticipate,” “intend,” “estimate,” “expect,” “may,” “continue,” “predict,” “potential,” “project”, “forecast,” “should” or “plan, and similar expressions are intended to identify forward-looking statements, although not all forward -looking statements contain such identifying words. These statements reflect the beliefs and expectations of the Company and are subject to risks and uncertainties that may cause actual results to differ materially. These risks and uncertainties include, among other factors, the effectiveness of success at expansion in the Middle East, options available for market channels in North America, the deferral of the commercialization of the Strider technology, the success of the Company’s business strategy and prospects for growth; the market success of the Company’s specialized tools, effectiveness of its sales efforts, its cash flow and liquidity; financial projections and actual operating results; the amount, nature and timing of capital expenditures; the availability and terms of capital; competition and government regulations; the duration of the COVID-19 pandemic and related impact on the oil and natural gas industry; and general economic conditions. These and other factors could adversely affect the outcome and financial effects of the Company’s plans and described herein. The Company undertakes no obligation to revise or update any forward-looking statements to reflect events or circumstances after the date hereof.

Forward Looking Non-GAAP Financial Measures

Forward-looking adjusted EBITDA is a non-GAAP measure. The Company is unable to present a quantitative reconciliation of these forward-looking non-GAAP financial measures to their most directly comparable forward-looking GAAP financial measure because such information is not available, and management cannot reliably predict the necessary components of such GAAP measures without unreasonable effort largely because forecasting or predicting our future operating results is subject to many factors out of our control or not readily predictable. In addition, the Company believes that such reconciliations would imply a degree of precision that would be confusing or misleading to investors. The unavailable information could have a significant impact on the Company’s fiscal 2023 and future financial results. This non-GAAP financial measure is a preliminary estimate and is subject to risks and uncertainties, including, among others, changes in connection with purchase accounting, quarter-end, and year-end adjustments. Any variation between the Company’s actual results and preliminary financial data set forth in this presentation may be material.

FINANCIAL TABLES FOLLOW. 

Superior Drilling Products, Inc.

Consolidated Condensed Statements of Operations

(unaudited)

Three Months Ended June 30, Six Months Ended June 30,

 

2023

 

 

 

2022

 

 

 

2023

 

 

 

2022

 

Revenue
North America

$

4,325,055

 

$

4,021,118

 

$

9,800,115

 

$

7,766,133

 

International

 

1,042,295

 

 

519,724

 

 

1,848,449

 

 

904,874

 

Total Revenue

$

5,367,350

 

$

4,540,842

 

$

11,648,564

 

$

8,671,007

 

 
Operating cost and expenses
Cost of revenue

$

2,013,167

 

$

2,116,096

 

$

4,251,758

 

$

3,883,995

 

Selling, general, and administrative expenses

 

2,458,804

 

 

1,894,403

 

 

4,797,653

 

 

3,541,051

 

Depreciation and amortization expense

 

349,447

 

 

402,648

 

 

675,460

 

 

813,379

 

Total operating cost and expenses

$

4,821,418

 

$

4,413,147

 

$

9,724,871

 

$

8,238,425

 

Operating income

$

545,932

 

$

127,695

 

$

1,923,693

 

$

432,582

 

 
Other income (expense)
Interest income

 

13,755

 

 

2,978

 

 

30,653

 

 

3,176

 

Interest expense

 

(129,866

)

 

(132,738

)

 

(283,956

)

 

(256,600

)

Recovery of related party note receivable

 

 

 

(22,146

)

 

350,262

 

 

 

Gain / (Loss) on sale or disposition of assets

 

 

 

 

 

 

 

(22,146

)

Total other income (expense)

 

(116,111

)

 

(151,906

)

 

96,959

 

 

(275,570

)

 
Income before income taxes

 

429,821

 

 

(24,209

)

 

2,020,652

 

 

157,012

 

Income tax expense

 

(106,654

)

 

(32,299

)

 

(184,266

)

 

(63,683

)

Net income (loss)

$

323,167

 

$

(56,508

)

$

1,836,386

 

$

93,329

 

 
Earnings per common share – basic

$

0.01

 

$

(0.00

)

$

0.01

 

$

(0.00

)

Weighted average common shares outstanding – basic

 

29,247,563

 

 

28,235,001

 

 

29,246,328

 

 

28,235,001

 

 
Earnings per common share – diluted

$

0.01

 

$

(0.00

)

$

0.01

 

$

(0.00

)

Weighted average common shares outstanding – diluted

 

29,295,761

 

 

28,235,001

 

 

29,294,526

 

 

28,305,101

 

 

Superior Drilling Products, Inc.

Consolidated Condensed Balance Sheets

(unaudited)

June 30, 2023 December 31, 2022
ASSETS
Current Assets
Cash

$

1,179,791

 

$

2,158,025

 

Accounts receivable

 

4,687,791

 

 

3,241,221

 

Prepaid expenses

 

351,840

 

 

367,823

 

Inventories

 

3,152,403

 

 

2,081,260

 

Assets held for sale

 

 

 

216,000

 

Other current assets

 

192,493

 

 

140,238

 

Total current assets

 

9,564,318

 

 

8,204,567

 

 
Property, plant and equipment, net

 

11,086,053

 

 

8,576,851

 

Intangible assets, net

 

 

 

69,444

 

Right of use assets (net of amortization)

 

559,405

 

 

638,102

 

Other noncurrent assets

 

112,619

 

 

111,519

 

Total assets

$

21,322,395

 

$

17,600,483

 

 
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities
Accounts payable

$

2,433,587

 

$

1,043,581

 

Accrued expenses

 

959,966

 

 

891,793

 

Accrued income tax

 

524,687

 

 

351,618

 

Current portion of operating lease liability

 

52,116

 

 

44,273

 

Current portion of financial obligation

 

78,842

 

 

74,636

 

Current portion of long-term debt, net of discounts

 

1,424,057

 

 

1,125,864

 

Other current liabilities

 

 

 

216,000

 

Total current liabilities

 

5,473,255

 

 

3,747,765

 

 
Operating lease liability, less current portion

 

342,344

 

 

523,375

 

Long-term financial obligation, less current portion

 

3,996,937

 

 

4,038,022

 

Long-term debt, less current portion, net of discounts

 

448,424

 

 

529,499

 

Deferred income

 

675,000

 

 

675,000

 

Total liabilities

 

10,935,960

 

 

9,513,661

 

 
Shareholders’ equity
Common stock – $0.001 par value; 100,000,000 shares authorized;
29,245,080 shares issued and outstanding

 

29,253

 

 

29,245

 

Additional paid-in-capital

 

44,407,147

 

 

43,943,928

 

Accumulated deficit

 

(34,049,965

)

 

(35,886,351

)

Total shareholders’ equity

 

10,386,435

 

 

8,086,822

 

Total liabilities and shareholders’ equity

$

21,322,395

 

$

17,600,483

 

 

Superior Drilling Products, Inc.

Consolidated Statements of Cash Flows

(unaudited)

Six Months Ended June 30,

 

2023

 

 

2022

 

Cash Flows from Operating Activities
Net income

$

1,836,386

 

 

93,329

 

Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization expense

 

675,460

 

 

813,379

 

Share-based compensation expense

 

456,819

 

 

422,601

 

Loss on sale or dispositon of assets, net

 

22,146

 

Right-of-use amortization

 

103,624

 

 

 

Amortization of deferred loan cost

 

3,087

 

 

9,262

 

Changes in operating assets and liabilities:
Accounts receivable

 

(1,446,570

)

 

72,452

 

Inventories

 

(1,071,143

)

 

(149,223

)

Prepaid expenses and other current assets

 

(37,372

)

 

(285,628

)

Accounts payable, accrued expenses, and other liabilities

 

227,145

 

 

342,193

 

Income tax payable

 

173,069

 

 

13,422

 

Net cash provided by operating activities

 

920,505

 

 

1,353,933

 

 
Cash Flows From Investing Activities
Purchases of property, plant and equipment

 

(2,432,561

)

 

(1,249,419

)

Proceeds from recovery of related party note receivable

 

350,262

 

 

 

Net cash used in investing activities

 

(2,082,299

)

 

(1,249,419

)

 
Cash Flows from Financing Activities
Principal payments on debt

 

(283,139

)

 

(281,487

)

Proceeds received from debt borrowings

 

131,552

 

 

182,318

 

Payments on revolving loan

 

(499,887

)

 

(553,650

)

Proceeds from exercised options

 

6,408

 

 

 

Proceeds received from revolving loan

 

828,626

 

 

553,631

 

Net cash used in financing activities

 

183,560

 

 

(99,188

)

 
Net (decrease) increase in cash

 

(978,234

)

 

5,326

 

Cash at beginning of period

 

2,158,025

 

 

2,822,100

 

Cash at end of period

$

1,179,791

 

$

2,827,426

 

 

Superior Drilling Products, Inc.

Adjusted EBITDA1 Reconciliation

(unaudited)

Three Months Ended
June 30, 2023 March 31, 2023 June 30, 2022
 
GAAP net income (loss)

$

323,167

 

$

1,513,219

 

$

(56,510

)

Add back:
Depreciation and amortization

 

349,446

 

 

326,014

 

 

402,648

 

Interest expense, net

 

116,111

 

 

137,193

 

 

129,760

 

Share-based compensation

 

229,671

 

 

227,148

 

 

212,469

 

Net non-cash compensation

 

88,200

 

 

88,200

 

 

88,200

 

Income tax expense

 

106,654

 

 

77,612

 

 

32,299

 

Recovery of Related Party Note Receivable

 

(350,262

)

 

 

(Gain) Loss on disposition of assets

 

 

 

 

 

22,146

 

Non-GAAP adjusted EBITDA¹

$

1,213,249

 

$

2,019,124

 

$

831,012

 

 
GAAP Revenue

$

5,367,350

 

$

6,281,214

 

$

4,540,842

 

Non-GAAP Adjusted EBITDA Margin

 

22.6

%

 

32.1

%

 

18.3

%

 

1 Adjusted EBITDA represents net income adjusted for income taxes, interest, depreciation and amortization and other items as noted in the reconciliation table. The Company believes Adjusted EBITDA is an important supplemental measure of operating performance and uses it to assess performance and inform operating decisions. However, Adjusted EBITDA is not a GAAP financial measure. The Company’s calculation of Adjusted EBITDA should not be used as a substitute for GAAP measures of performance, including net cash provided by operations, operating income, and net income. The Company’s method of calculating Adjusted EBITDA may vary substantially from the methods used by other companies and investors are cautioned not to rely unduly on it.

 

For more information, contact investor relations:

Deborah K. Pawlowski / Craig P. Mychajluk

Kei Advisors LLC

716-843-3908 / 716-843-3832

[email protected] / [email protected]

KEYWORDS: Utah United States North America

INDUSTRY KEYWORDS: Mining/Minerals Oil/Gas Manufacturing Energy Natural Resources Machinery

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Workiva Announces Proposed Private Offering of $525 Million of Convertible Senior Notes

Workiva Announces Proposed Private Offering of $525 Million of Convertible Senior Notes

NEW YORK–(BUSINESS WIRE)–
Workiva Inc. (NYSE: WK), the world’s leading cloud platform for assured, integrated reporting, today announced that it plans to offer, subject to market and other conditions, $525 million principal amount of its Convertible Senior Notes due 2028 (the “2028 Notes”) through a private offering to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the “Act”). Workiva expects to grant the initial purchasers an option to purchase, for settlement within a 13-day period from, and including, the date the 2028 Notes are first issued, up to an additional $75 million principal amount of the 2028 Notes.

The 2028 Notes will be senior unsecured obligations of Workiva, and interest will be payable semi-annually in arrears on February 15 and August 15 of each year, beginning on February 15, 2024. In certain circumstances and during certain periods, the 2028 Notes may be converted, at the option of holders, into cash, shares of Workiva’s Class A common stock, or a combination of cash and shares of Workiva’s Class A common stock, at Workiva’s election. The interest rate, conversion rate and certain other terms of the 2028 Notes are to be determined upon pricing of the offering.

Workiva intends to use the net proceeds from the offering of the 2028 Notes to repurchase for cash a portion of its 1.125% Convertible Senior Notes due 2026 (the “2026 Notes”) as described below. Workiva intends to use the remaining net proceeds for working capital and other general corporate purposes, as well as the acquisition of, or investment in, complementary products, technologies, assets, solutions, or businesses, although Workiva has no present commitments or agreements to enter into any such transactions.

Contemporaneously with the pricing of the 2028 Notes in the offering, Workiva expects to enter into one or more separate and individually negotiated transactions with one or more holders of the 2026 Notes to repurchase the 2026 Notes for cash on terms to be negotiated separately with each holder. The terms of each 2026 Note repurchase are anticipated to be individually negotiated with each holder of the 2026 Notes and will depend on several factors, including the market price of Workiva’s Class A common stock and the trading price of the 2026 Notes at the time of each such note repurchase. No assurance can be given as to how much, if any, of the 2026 Notes will be repurchased or the terms on which they will be repurchased. Workiva expects that holders of the 2026 Notes that are repurchased in the concurrent repurchases described above and that have hedged their equity price risk with respect to such 2026 Notes may enter into or unwind various derivatives with respect to Workiva’s Class A common stock (including entering into derivatives with one or more of the initial purchasers of the 2028 Notes or their respective affiliates) and/or purchase shares of Workiva’s Class A common stock concurrently with or shortly after the pricing of the 2028 Notes. This activity could increase (or reduce the size of any decrease in) the market price of Workiva’s Class A common stock, including concurrently with the pricing of the 2028 Notes, resulting in a higher effective conversion price of the 2028 Notes.

The 2028 Notes will be offered to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A under the Act. Neither the 2028 Notes nor any shares of Workiva’s Class A common stock issuable upon conversion of the 2028 Notes have been or will be registered under the Act, or under any state securities laws or laws of any foreign jurisdiction, and may not be offered or sold in the United States or to U.S. persons without registration under, or an applicable exemption from the registration requirements of, the Act.

This announcement does not constitute an offer to sell, nor is it a solicitation of an offer to buy, these securities, nor shall there be any sale of these securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful.

Forward-Looking Statements

This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended and Section 21E of the Securities Exchange Act of 1934, as amended. These statements involve risks and uncertainties that could cause actual results to differ materially, including, but not limited to, whether Workiva will be able to consummate the offering of 2028 Notes, the final terms of such offering, the satisfaction of customary closing conditions with respect to the offering, prevailing market conditions and the anticipated use of net proceeds. Forward-looking statements may be identified by the use of the words “may,” “will,” “expect,” “intend,” and other similar expressions. These forward-looking statements are based on estimates and assumptions by Workiva’s management that, although believed to be reasonable, are inherently uncertain and subject to a number of risks. Actual results may differ materially from those anticipated or predicted by Workiva’s forward-looking statements.

For more information on these and other risks affecting Workiva’s business, please refer to the “Risk Factors” sections included in Workiva’s Annual Report on Form 10-K for the fiscal year ended December 31, 2022, and in Workiva’s Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2023. The forward-looking statements contained in this news release are made as of the date hereof, and Workiva does not assume any obligation to update such statements.

About Workiva

Workiva Inc. (NYSE:WK) is on a mission to power transparent reporting for a better world. We build and deliver the world’s leading cloud platform for assured, integrated reporting to meet stakeholder demands for action, transparency, and disclosure of financial and non-financial data. Workiva offers the only unified SaaS platform that brings customers’ financial reporting, Environmental, Social, and Governance (ESG), and Governance, Risk, and Compliance (GRC) together in a controlled, secure, audit-ready platform. Our platform simplifies the most complex reporting and disclosure challenges by streamlining processes, connecting data and teams, and ensuring consistency.

Investor Contact:

Mike Rost

Workiva Inc.

[email protected]

Media Contact:

Darcie Brossart

Workiva Inc.

[email protected]

KEYWORDS: New York United States North America

INDUSTRY KEYWORDS: Professional Services Data Management Technology Software Finance Networks Internet

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Sunnova Announces Launch of Offering of Shares of Common Stock

Sunnova Announces Launch of Offering of Shares of Common Stock

HOUSTON–(BUSINESS WIRE)–
Sunnova Energy International Inc. (“Sunnova”) (NYSE: NOVA) today announced that it has launched an underwritten public offering (the “Offering”) of $75.0 million of Sunnova’s common stock, par value $0.0001 per share (the “common stock”).

Sunnova intends to grant the underwriters a 30-day option to purchase up to $11.25 million of additional common stock.

Goldman Sachs & Co. LLC is acting as the book-running manager of the Offering.

Sunnova has filed a shelf registration statement on Form S-3 relating to the Offering (including a prospectus) with the Securities and Exchange Commission (the “SEC”) that became effective upon filing. The shares will be issued and sold pursuant to such effective registration statement. A preliminary prospectus supplement relating to the Offering will also be filed with the SEC. Before you invest, you should read the prospectus, the preliminary prospectus supplement and other documents that Sunnova may file with the SEC for more complete information about Sunnova and this Offering. A copy of the preliminary prospectus supplement relating to the Offering, when available, may 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, Email: [email protected].

This press release shall not constitute an offer to sell or the solicitation of an offer to buy these securities, 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 laws of any such state or jurisdiction.

FORWARD LOOKING STATEMENTS

This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements generally relate to future events or Sunnova’s future financial or operating performance. In some cases, you can identify forward-looking statements because they contain words such as “may,” “will,” “should,” “expects,” “plans,” “anticipates,” “going to,” “could,” “intends,” “target,” “projects,” “contemplates,” “believes,” “estimates,” “predicts,” “potential” or “continue” or the negative of these words or other similar terms or expressions that concern Sunnova’s expectations, strategy, priorities, plans or intentions. Forward-looking statements in this press release include, but are not limited to, statements regarding the expectations in connection with the Offering and the size and terms of the Offering. Sunnova’s expectations and beliefs regarding these matters may not materialize, and actual results in future periods are subject to risks and uncertainties that could cause actual results to differ materially from those projected, including supply chain uncertainties, results of operations and financial position, Sunnova’s competition, changes in regulations applicable to Sunnova’s business, fluctuations in the solar and home-building markets, availability of capital and Sunnova’s ability to attract and retain dealers and customers and manage its dealer and strategic partner relationships. The forward-looking statements contained in this press release are also subject to other risks and uncertainties, including those more fully described in Sunnova’s filings with the SEC, including Sunnova’s annual report on Form 10-K for the year ended December 31, 2022 and subsequent quarterly reports on Form 10-Q. The forward-looking statements in this press release are based on information available to Sunnova as of the date hereof, and Sunnova disclaims any obligation to update any forward-looking statements, except as required by law.

ABOUT SUNNOVA

Sunnova Energy International Inc. (NYSE: NOVA) is a leading Energy as a Service (EaaS) provider with customers across the U.S. and its territories. Sunnova’s goal is to be the source of clean, affordable and reliable energy with a simple mission: to power energy independence so that home and business owners have the freedom to live life uninterrupted®.

Media Contact

Kelsey Hultberg

[email protected]

Investor & Analyst Contact

Rodney McMahan

[email protected]

281.971.3323

KEYWORDS: United States North America Texas

INDUSTRY KEYWORDS: Oil/Gas Energy

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Li-Cycle Reports Second Quarter 2023 Operational and Financial Results; Spoke & Hub Network on Path to Become A Top Global Producer of Key Battery-Grade Materials

Li-Cycle Reports Second Quarter 2023 Operational and Financial Results; Spoke & Hub Network on Path to Become A Top Global Producer of Key Battery-Grade Materials

Highlights

  • Expanded market-leading position and speed to market through growth of Spoke & Hub network in North America and Europe; on path to produce up to 25,000 tonnes of lithium carbonate per year;
  • Advanced construction of the Rochester Hub, maintaining start of commissioning in late 2023; successfully received and installed the largest piece of progress equipment on site – video link here;
  • Progressed development of European Hub (Portovesme Hub) with Glencore with Definitive Feasibility Study (DFS) expected to be completed by mid-2024;
  • Commercialized first European Spoke in Germany, largest in Li-Cycle’s global Spoke network and one of the largest on the continent;
  • Signed memorandum of understanding with EVE Energy to collaborate on global sustainable lithium-ion battery recycling solutions; exploring site selection for new Spoke in Hungary;
  • Advanced documentation for $375 million Department of Energy (DOE) loan to final stages, with close anticipated in September 2023; and
  • Ended June 30, 2023 with cash on hand of $288.8 million.

TORONTO–(BUSINESS WIRE)–Li-Cycle Holdings Corp. (NYSE: LICY) (“Li-Cycle” or the “Company”), an industry leader in lithium-ion battery (LIB) resource recovery and the leading LIB recycler in North America, today announced a business update and financial results for its second quarter ended June 30, 2023.

“During the second quarter, we made significant strides on our strategic objectives, growing and operationalizing our Spoke & Hub network. In Europe, we successfully commenced processing battery materials at our Germany Spoke, our first in Europe, which is expected to become the largest pre-processing facility in our global Spoke network by the end of 2023. We are also progressing our co-development of the Portovesme Hub with Glencore with the DFS on track for completion by mid-2024. In North America, the Rochester Hub remains on schedule to commence commissioning in late 2023,” said Ajay Kochhar, Li-Cycle’s President and Chief Executive Officer.

Mr. Kochhar concluded, “As a result of our continued execution, we have further solidified Li-Cycle’s leadership role as a sustainable and pure-play domestic solutions provider for key battery-grade materials in North America and Europe. When both the Rochester and Portovesme Hubs are in full operation, Li-Cycle is expected to have total lithium carbonate production capacity of up to 25,000 tonnes per year, making Li-Cycle a top global and sustainable producer of lithium carbonate and key battery-grade materials.”

Commercial Arrangements

On July 11, 2023, Li-Cycle and EVE Energy, a leading lithium-ion battery technology company, signed a memorandum of understanding (MOU) to collaborate and explore lithium-ion battery recycling solutions for EVE battery materials. EVE is one of the world’s largest lithium-ion battery cell manufacturers, with global manufacturing facilities and customers that include global automakers.

The MOU includes a framework to explore global sustainable recycling solutions for EVE’s lithium-ion battery materials in the North American market, as well as battery manufacturing scrap generated at EVE’s planned lithium-ion battery cell manufacturing facilities in Hungary and Malaysia. In view of this commercial partnership, Li-Cycle is undertaking a site selection process for a potential new Spoke location in Hungary.

Global Network Expansion

Li-Cycle continued to build upon its significant first mover advantage as a critical domestic source of key battery-grade materials, supported by numerous strategic commercial partnerships and leading patent-protected sustainable technology. With projected Spoke pre-processing capacity of greater than 100,000 tonnes LIB equivalent and Hubs post-processing capacity of 85,000 to 105,000 tonnes of black mass, Li-Cycle is on the path to become the leader in lithium-ion battery resource recovery and a top global and sustainable producer of lithium carbonate (up to 25,000 tonnes of lithium carbonate per year), and key battery materials (e.g., nickel and cobalt), particularly in North America and Europe.

Europe

Along with its joint development partner Glencore, the Company continued to make positive strides in the development of the Portovesme Hub with the DFS work progressing and on schedule to be completed by mid-2024. Leveraging our strategic partnership, the Portovesme site is a strong fit with Li-Cycle’s proprietary process for metallurgical recovery of lithium and critical materials. With speed to market and lower capital intensity, we are developing an expedited flowsheet that requires fewer processing steps to produce lithium carbonate and a mixed hydroxide product (MHP) containing nickel and cobalt.

Subject to a final investment decision, the project would proceed to construction, with commissioning expected to commence in late 2026 to early 2027. Once operational, the Portovesme Hub would have an annual processing capacity of up to 70,000 tonnes per year of black mass, producing approximately 15,000 to 16,500 tonnes of lithium carbonate, as well as up to approximately 18,000 tonnes of nickel, and 2,250 tonnes of cobalt contained in MHP.

On August 1, 2023, Li-Cycle announced the start of operation of line one of its Germany Spoke, with an annual LIB capacity of 10,000 tonnes. The facility, which is the Company’s first in Europe, utilizes Li-Cycle’s patented and environmentally friendly ‘Generation 3’ Spoke technology to directly process all forms of LIBs, including full EV battery packs. The Germany Spoke will be the largest in the Company’s portfolio when fully operational, with a total annual processing capacity of up to 30,000 tonnes of LIB, including two lines of 10,000 tonnes each, in addition to ancillary processing capacity. The Company expects to operationalize the second line in late 2023.

North America

The Rochester Hub achieved significant milestones and remains on schedule to start commissioning in late 2023. Detailed engineering and procurement are nearly complete. Construction activities are progressing on site, with major buildings nearing completion, steel and concrete installation progressing, alongside the start of mechanical and electrical equipment installation. The Company is focused on actively managing the construction labor as part of the Rochester Hub construction budget of $560 million.

Li-Cycle successfully received and installed the largest piece of process equipment at the Rochester Hub, as can be viewed on this link.

Balance Sheet Position

At June 30, 2023, Li-Cycle had cash on hand of $288.8 million. During the quarter, the Company’s capital spend was $78.4 million, primarily driven by the procurement of equipment and construction materials and services for the Rochester Hub.

On February 27, 2023, the Company entered into a conditional commitment with the DOE for a loan of up to $375 million through its Advanced Technology Vehicles Manufacturing Program, in support of the Rochester Hub development. The Company progressed the loan documentation to final stages and is currently on track to execute and close in September 2023.

Financial Results for the Three Months Ended June 30, 2023

Revenues from product sales and recycling services before non-cash fair market value (FMV) adjustments were $5.5 million, which increased from $4.7 million in the same period of 2022. The increase in product revenue was primarily attributable to the higher sales volume, partially offset by a reduction in market prices of cobalt and nickel. Total revenues including FMV adjustments were $3.6 million, compared with nil last year, and included an unfavorable non-cash FMV impact of $1.9 million driven by a decline in cobalt and nickel prices versus an unfavorable FMV impact of $4.7 million last year.

Operating expenses increased to $46.1 million versus $33.3 million in the same period of 2022, driven primarily by higher raw material and supply costs coupled with higher average material costs. In addition, other expenses were higher due to growth in personnel related to the expansion of the Company’s global Spoke network and the construction of the Rochester Hub.

Net loss was $35.3 million, compared to $28.1 million in the same period of 2022, and included a fair value gain on financial instruments of $7.3 million and $7.7 million, respectively.

Adjusted EBITDA1 loss was $39.7 million, compared to a loss of $30.6 million in the same period of 2022, attributed to higher expenses relating to expansion of the global network, which more than offset increased revenue. Additionally, non-cash share-based compensation decreased to $3.7 million from $4.5 million in the same period of 2022.

Webcast and Conference Call Information

Company management will host a webcast and conference call on Monday, August 14, 2023, at 8:30 a.m. Eastern Time. The related presentation materials for the webcast and conference call will be made available on the Investor Relations section of the Li-Cycle website: https://investors.li-cycle.com/overview/default.aspx. Investors may listen to the conference call live via audio-only webcast or through the following dial-in numbers:

Domestic: (800) 579-2543

International: (203) 518-9814

Participant Code: LICYQ223

Webcast: https://investors.li-cycle.com

A replay of the conference call/webcast will also be made available on the Investor Relations section of the Company’s website at https://investors.li-cycle.com.

About Li-Cycle Holdings Corp.

Li-Cycle (NYSE: LICY) is a leading global lithium-ion battery resource recovery company and North America’s largest pure-play lithium-ion battery recycler, with a rapidly growing presence across Europe. Established in 2016, and with major customers and partners around the world, Li-Cycle is on a mission to recover critical battery-grade materials to create a domestic closed-loop battery supply chain for a clean energy future. The Company leverages its innovative, sustainable, and patent-protected Spoke & Hub Technologies™ to provide a safe, scalable, customer-centric solution to recycle all different types of lithium-ion batteries.

Our Spoke & Hub Technologies™ are based on a hydrometallurgical process that provides an environmentally friendly and cost-effective alternative to pyrometallurgical processing and traditional mining methods. At our Spokes, or pre-processing facilities, we recycle battery manufacturing scrap and end-of-life batteries to produce black mass, a powder-like substance which contains a number of valuable metals, including lithium, nickel, and cobalt. At our Hubs, or post-processing facilities, we will process black mass to produce critical battery-grade materials, including lithium carbonate, nickel sulphate, and cobalt sulphate. For more information, visit https://li-cycle.com/

Non-IFRS Financial Measures

Adjusted EBITDA (loss)

The table below reconciles adjusted EBITDA (loss) to net loss:

 

 

Three months ended

Six months ended

June 30,

June 30,

Unaudited – $ millions

 

2023

 

 

2022

 

 

2023

 

 

2022

 

Net loss

$

(35.3

)

$

(28.1

)

$

(74.7

)

$

(38.2

)

Income Tax

 

 

 

 

 

0.1

 

 

 

Depreciation

 

4.0

 

 

2.6

 

 

7.7

 

 

4.5

 

Interest expense

 

3.6

 

 

3.9

 

 

7.5

 

 

7.6

 

Interest income

 

(4.2

)

 

(1.3

)

 

(9.2

)

 

(1.5

)

EBITDA

 

(31.9

)

 

(22.9

)

 

(68.6

)

 

(27.6

)

Non-recurring costs

 

(0.5

)

 

 

 

0.3

 

 

 

Fair value (gain) loss on financial instruments1

 

(7.3

)

 

(7.7

)

 

(6.6

)

 

(22.6

)

Adjusted EBITDA (loss)

$

(39.7

)

$

(30.6

)

$

(74.9

)

$

(50.2

)

1 Fair value (gain) loss on financial instruments relates to convertible debt, and to warrants, which were redeemed and no longer outstanding as of June 30, 2022.

Li-Cycle reports its financial results in accordance with the International Financial Reporting Standards (“IFRS”). The Company makes references to certain non-IFRS measures, including adjusted EBITDA. These measures are not recognized measures under IFRS, do not have a standardized meaning prescribed by IFRS and are therefore unlikely to be comparable to similar measures presented by other companies. Rather, these measures are provided as additional information to complement those IFRS measures by providing a further understanding of the Company’s results of operations from management’s perspective. Accordingly, it should not be considered in isolation nor as a substitute for the analysis of the Company’s financial information reported under IFRS. Adjusted EBITDA is defined as earnings before depreciation and amortization, interest expense (income), income tax expense (recovery) adjusted for items that are not considered representative of ongoing operational activities of the business and items where the economic impact of the transactions will be reflected in earnings in future periods. Adjustments relate to fair value (gains) losses on financial instruments and certain non-recurring expenses. Foreign exchange (gain) loss is excluded from the calculation of Adjusted EBITDA.

Cautionary Notes – Forward-Looking Statements and Unaudited Results

Certain statements contained in this press release may be considered “forward-looking statements” within the meaning of the U.S. Private Securities Litigation Reform Act of 1995, Section 27A of the U.S. Securities Act of 1933, as amended, Section 21 of the U.S. Securities Exchange Act of 1934, as amended, and applicable Canadian securities laws. Forward-looking statements may generally be identified by the use of words such as “believe”, “may”, “will”, “continue”, “anticipate”, “intend”, “expect”, “should”, “would”, “could”, “plan”, “potential”, “future”, “target” or other similar expressions that predict or indicate future events or trends or that are not statements of historical matters, although not all forward-looking statements contain such identifying words. Forward-looking statements in this press release include but are not limited to statements about: the expectation that Li-Cycle’s Spoke & Hub Network is on path to become a top global producer of key battery-grade materials and to produce up to 25,000 tonnes of lithium carbonate per year; the expectation that the Germany Spoke, Li-Cycle’s first in Europe, will become the largest pre-processing facility in Li-Cycle’s global Spoke network by the end of 2023; the expectation that the DFS with Glencore is on track for completion by mid-2024; the expectation that the Rochester Hub will commence commissioning in late 2023; the expectation that, when both the Rochester Hub and Portovesme Hub are in full operation, Li-Cycle will have total lithium carbonate production capacity of up to 25,000 tonnes per year, making Li-Cycle a top global and sustainable producer of lithium carbonate and key battery-grade materials; with projected Spoke pre-processing capacity of greater than 100,000 tonnes LIB equivalent and Hub post-processing capacity of 85,000 to 105,000 tonnes of black mass, the expectation that Li-Cycle is on the path to become the leader in lithium-ion battery resource recovery and a top global and sustainable producer of lithium carbonate (up to 25,000 tonnes per year) and key battery materials (e.g., nickel and cobalt), particularly in North America and Europe; the expectation that, subject to a final investment decision, the development of the Portovesme Hub would proceed to construction, with commissioning expected to commence in late 2026 to early 2027; the expectation that, once operational, the Portovesme Hub would have an annual processing capacity of up to 70,000 tonnes per year of black mass, producing approximately 15,000 to 16,500 tonnes of lithium carbonate, as well as up to approximately 18,000 tonnes of nickel, and 2,250 tonnes of cobalt contained in MHP; the expectation that the Germany Spoke, when fully operational, will have a total annual processing capacity of up to 30,000 tonnes of LIB, including two lines of 10,000 tonnes each, in addition to ancillary processing capacity; the expectation that the second line of the Germany Spoke will be operationalized in late 2023; the expectations regarding the Company’s management of the construction labor as part of the Rochester Hub construction budget of $560 million; and the expectation that the DOE loan documentation is on track to be executed and closed in September 2023. These statements are based on various assumptions, whether or not identified in this communication, including but not limited to assumptions regarding the timing, scope and cost of Li-Cycle’s projects; the processing capacity and production of Li-Cycle’s facilities; Li-Cycle’s ability to source feedstock and manage supply chain risk; Li-Cycle’s ability to increase recycling capacity and efficiency; Li-Cycle’s ability to obtain financing on acceptable terms; Li-Cycle’s ability to retain and hire key personnel and maintain relationships with customers, suppliers and other business partners; general economic conditions; currency exchange and interest rates; compensation costs; and inflation. There can be no assurance that such estimates or assumptions will prove to be correct and, as a result, actual results or events may differ materially from expectations expressed in or implied by the forward-looking statements.

These forward-looking statements are provided for the purpose of assisting readers in understanding certain key elements of Li-Cycle’s current objectives, goals, targets, strategic priorities, expectations and plans, and in obtaining a better understanding of Li-Cycle’s business and anticipated operating environment. Readers are cautioned that such information may not be appropriate for other purposes and is not intended to serve as, and must not be relied on, by any investor as a guarantee, an assurance, a prediction or a definitive statement of fact or probability.

Forward-looking statements involve inherent risks and uncertainties, most of which are difficult to predict and many of which are beyond the control of Li-Cycle, and are not guarantees of future performance. Li-Cycle believes that these risks and uncertainties include, but are not limited to, the following: Li-Cycle’s inability to economically and efficiently source, recover and recycle lithium-ion batteries and lithium-ion battery manufacturing scrap, as well as third party black mass, and to meet the market demand for an environmentally sound, closed-loop solution for manufacturing waste and end-of-life lithium-ion batteries; Li-Cycle’s inability to successfully implement its global growth strategy, on a timely basis or at all; Li-Cycle’s inability to manage future global growth effectively; Li-Cycle’s inability to develop the Rochester Hub, and other future projects including its Spoke network expansion projects in a timely manner or on budget or that those projects will not meet expectations with respect to their productivity or the specifications of their end products; Li-Cycle’s failure to materially increase recycling capacity and efficiency; Li-Cycle may engage in strategic transactions, including acquisitions, that could disrupt its business, cause dilution to its shareholders, reduce its financial resources, result in incurrence of debt, or prove not to be successful; one or more of Li-Cycle’s current or future facilities becoming inoperative, capacity constrained or if its operations are disrupted; additional funds required to meet Li-Cycle’s capital requirements in the future not being available to Li-Cycle on acceptable terms or at all when it needs them; Li-Cycle expects to continue to incur significant expenses and may not achieve or sustain profitability; problems with the handling of lithium-ion battery cells that result in less usage of lithium-ion batteries or affect Li-Cycle’s operations; Li-Cycle’s inability to maintain and increase feedstock supply commitments as well as securing new customers and off-take agreements; a decline in the adoption rate of EVs, or a decline in the support by governments for “green” energy technologies; decreases in benchmark prices for the metals contained in Li-Cycle’s products; changes in the volume or composition of feedstock materials processed at Li-Cycle’s facilities; the development of an alternative chemical make-up of lithium-ion batteries or battery alternatives; Li-Cycle’s revenues for the Rochester Hub are derived significantly from a single customer; Li-Cycle’s insurance may not cover all liabilities and damages; Li-Cycle’s heavy reliance on the experience and expertise of its management; Li-Cycle’s reliance on third-party consultants for its regulatory compliance; Li-Cycle’s inability to complete its recycling processes as quickly as customers may require; Li-Cycle’s inability to compete successfully; increases in income tax rates, changes in income tax laws or disagreements with tax authorities; significant variance in Li-Cycle’s operating and financial results from period to period due to fluctuations in its operating costs and other factors; fluctuations in foreign currency exchange rates which could result in declines in reported sales and net earnings; unfavorable economic conditions, such as consequences of the global COVID-19 pandemic; natural disasters, unusually adverse weather, epidemic or pandemic outbreaks, cyber incidents, boycotts and geo-political events; failure to protect or enforce Li-Cycle’s intellectual property; Li-Cycle may be subject to intellectual property rights claims by third parties; Li-Cycle’s failure to effectively remediate the material weaknesses in its internal control over financial reporting that it has identified or if it fails to develop and maintain a proper and effective internal control over financial reporting. These and other risks and uncertainties related to Li-Cycle’s business are described in greater detail in the section entitled “Risk Factors” and “Key Factors Affecting Li-Cycle’s Performance” in its Annual Report on Form 20-F filed with the U.S. Securities and Exchange Commission and the Ontario Securities Commission in Canada. Because of these risks, uncertainties and assumptions, readers should not place undue reliance on these forward-looking statements. Actual results could differ materially from those contained in any forward-looking statement.

Li-Cycle assumes no obligation to update or revise any forward-looking statements, except as required by applicable laws. These forward-looking statements should not be relied upon as representing Li-Cycle’s assessments as of any date subsequent to the date of this press release.

Li-Cycle Holdings Corp.

 

 

 

Condensed consolidated interim statements of financial position

 

June 30,

 

December 31,

Unaudited $ millions, as at

2023

 

2022

 

 

 

 

Assets

 

 

 

Current assets

 

 

 

Cash and cash equivalents

$

288.8

 

 

$

517.9

 

Accounts receivable

 

0.9

 

 

 

4.3

 

Other receivables

 

5.0

 

 

 

10.0

 

Prepayment and deposits

 

103.5

 

 

 

95.2

 

Inventories

 

2.5

 

 

 

8.3

 

 

 

400.7

 

 

 

635.7

 

 

 

 

 

Non-current assets

 

 

 

Plant and equipment

 

392.4

 

 

 

210.4

 

Right-of-use assets

 

56.7

 

 

 

50.8

 

Other assets

 

9.1

 

 

 

4.2

 

 

 

458.2

 

 

 

265.4

 

Total assets

$

858.9

 

 

$

901.1

 

 

 

 

 

Liabilities

 

 

 

Current liabilities

 

 

 

Accounts payable and accrued liabilities

$

77.9

 

 

$

75.9

 

Lease liabilities

 

5.5

 

 

 

5.6

 

 

 

83.4

 

 

 

81.5

 

Non-current liabilities

 

 

 

Lease liabilities

 

53.0

 

 

 

48.3

 

Deferred revenue

 

5.4

 

 

 

 

Convertible debt

 

284.2

 

 

 

272.9

 

Restoration provisions

 

2.7

 

 

 

0.4

 

 

 

345.3

 

 

 

321.6

 

Total liabilities

 

428.7

 

 

 

403.1

 

 

 

 

 

Equity

 

 

 

Share capital

 

776.8

 

 

 

772.4

 

Other reserves

 

21.2

 

 

 

18.7

 

Accumulated deficit

 

(367.5

)

 

 

(293.0

)

Accumulated other comprehensive loss

 

(0.3

)

 

 

(0.3

)

Equity attributable to the Shareholders of Li-Cycle Holdings Corp.

 

430.2

 

 

 

497.8

 

Non-controlling interest

 

 

 

 

0.2

 

Total equity

 

430.2

 

 

 

498.0

 

Total liabilities and equity

$

858.9

 

 

$

901.1

 

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

Li-Cycle Holdings Corp.

 

 

 

 

Condensed consolidated interim statements of loss and comprehensive loss

 

 

 

 

 

Unaudited $ millions except for per share amounts, for the

 

Three months ended June 30,

 

Six months ended June 30,

 

 

2023

 

2022

 

2023

 

2022

Revenue

 

 

 

 

 

 

 

 

Product sales

 

$

3.1

 

 

$

(0.4

)

 

$

6.2

 

 

$

7.3

 

Recycling services

 

 

0.5

 

 

 

0.4

 

 

 

1.0

 

 

 

0.7

 

 

 

 

3.6

 

 

 

 

 

 

7.2

 

 

 

8.0

 

 

 

 

 

 

 

 

 

 

Expenses

 

 

 

 

 

 

 

 

Employee salaries and benefits

 

 

16.0

 

 

 

12.0

 

 

 

30.8

 

 

 

22.3

 

Share-based compensation

 

 

3.7

 

 

 

4.5

 

 

 

6.9

 

 

 

11.5

 

Office, administrative and travel

 

 

6.6

 

 

 

4.2

 

 

 

11.1

 

 

 

7.3

 

Professional fees

 

 

4.6

 

 

 

4.4

 

 

 

7.6

 

 

 

7.6

 

Raw materials and supplies

 

 

5.7

 

 

 

2.7

 

 

 

14.4

 

 

 

3.8

 

Depreciation

 

 

4.0

 

 

 

2.6

 

 

 

7.7

 

 

 

4.5

 

Plant facilities

 

 

2.0

 

 

 

1.0

 

 

 

3.9

 

 

 

1.9

 

Marketing

 

 

0.8

 

 

 

0.8

 

 

 

1.5

 

 

 

1.4

 

Freight and shipping

 

 

0.9

 

 

 

0.9

 

 

 

1.7

 

 

 

1.2

 

Research and development

 

 

0.8

 

 

 

0.4

 

 

 

1.3

 

 

 

0.9

 

Change in finished goods inventory

 

 

1.6

 

 

 

(0.2

)

 

 

0.7

 

 

 

 

Other

 

 

(0.6

)

 

 

 

 

 

1.2

 

 

 

 

Operating expenses

 

 

46.1

 

 

 

33.3

 

 

 

88.8

 

 

 

62.4

 

 

 

 

 

 

 

 

 

 

Loss from operations

 

 

(42.5

)

 

 

(33.3

)

 

 

(81.6

)

 

 

(54.4

)

 

 

 

 

 

 

 

 

 

Other income (expense)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest income

 

 

4.2

 

 

 

1.3

 

 

 

9.2

 

 

 

1.5

 

Interest expense and other costs

 

 

(4.3

)

 

 

(3.8

)

 

 

(8.8

)

 

 

(7.9

)

Gain on financial instruments

 

 

7.3

 

 

 

7.7

 

 

 

6.6

 

 

 

22.6

 

 

 

 

7.2

 

 

 

5.2

 

 

 

7.0

 

 

 

16.2

 

 

 

 

 

 

 

 

 

 

Net loss before taxes

 

 

(35.3

)

 

 

(28.1

)

 

 

(74.6

)

 

 

(38.2

)

Income tax

 

 

 

 

 

 

 

 

0.1

 

 

 

Net loss

 

$

(35.3

)

 

$

(28.1

)

 

$

(74.7

)

 

$

(38.2

)

 

 

 

 

 

 

 

 

 

Net loss attributable to

 

 

 

 

 

 

 

 

Shareholders of Li-Cycle Holdings Corp.

 

$

(35.2

)

 

$

(28.1

)

 

$

(74.6

)

 

$

(38.2

)

Non-controlling interest

 

 

(0.1

)

 

 

 

 

 

(0.1

)

 

 

 

Net loss and comprehensive loss

 

$

(35.3

)

 

$

(28.1

)

 

$

(74.7

)

 

$

(38.2

)

 

 

 

 

 

 

 

 

 

Loss per common share – basic and diluted

 

$

(0.20

)

 

$

(0.17

)

 

$

(0.42

)

 

$

(0.23

)

Li-Cycle Holdings Corp.

 

 

 

 

 

 

 

 

Condensed consolidated interim statements of cash flows

Unaudited $ millions, for the

 

Three months ended

June 30,

 

Six months ended June

30,

 

 

2023

 

2022

 

2023

 

2022

Operating activities

 

 

 

 

 

 

 

 

Net loss

 

$ (35.3)

 

$ (28.1)

 

$ (74.7)

 

$ (38.2)

Items not affecting cash

 

 

 

 

 

 

 

 

Share-based compensation

 

3.7

 

4.5

 

6.9

 

11.5

Depreciation

 

4.0

 

2.6

 

7.7

 

4.5

New right-of-use asset

 

 

 

 

 

 

 

 

Foreign exchange (gain) loss on translation

 

0.2

 

(0.4)

 

0.4

 

(0.1)

Fair value (gain) loss on financial instruments

 

(7.3)

 

(7.7)

 

(6.6)

 

(22.6)

Interest expense

 

3.7

 

3.9

 

7.7

 

7.7

Interest paid

 

(0.8)

 

(0.4)

 

(1.8)

 

(0.9)

Interest received

 

4.6

 

1.3

 

9.9

 

1.5

Interest income

 

(4.2)

 

(1.3)

 

(9.2)

 

(1.5)

 

 

(31.4)

 

(25.6)

 

(59.7)

 

(38.1)

Changes in non-cash working capital items

 

 

 

 

 

 

 

 

Accounts receivable

 

2.8

 

5.3

 

3.4

 

(0.6)

Other receivables

 

0.2

 

(2.2)

 

4.3

 

(2.3)

Prepayments and deposits

 

(8.8)

 

(7.5)

 

(12.1)

 

(15.3)

Inventory

 

2.6

 

(1.9)

 

5.8

 

(3.9)

Accounts payable and accrued liabilities

 

(10.7)

 

7.8

 

(7.7)

 

17.3

Deferred Revenue

 

5.4

 

 

5.4

 

Net cash used in operating activities

 

(39.9)

 

(24.1)

 

(60.6)

 

(42.9)

 

 

 

 

 

 

 

 

 

Investing activities

 

 

 

 

 

 

 

 

Purchases of plant and equipment

 

(57.0)

 

(36.1)

 

(163.6)

 

(53.6)

Prepaid equipment deposits

 

(21.4)

 

(28.3)

 

(1.1)

 

(27.2)

Net cash used in investing activities

 

(78.4)

 

(64.4)

 

(164.7)

 

(80.8)

 

 

 

 

 

 

 

 

 

Financing activities

 

 

 

 

 

 

 

 

Proceeds from private share issuance, net of share issuance

costs

 

 

49.7

 

 

49.7

Proceeds from convertible debt

 

 

198.7

 

 

198.7

Capital contribution from the holders of non-controlling interest

 

 

0.3

 

 

0.3

Purchase of non-controlling interest

 

(0.4)

 

 

(0.4)

 

Repayment of lease principal

 

(1.7)

 

(1.3)

 

(3.4)

 

(2.4)

Net cash (used in) from financing activities

 

(2.1)

 

247.4

 

(3.8)

 

246.3

 

 

 

 

 

 

 

 

 

Net change in cash and cash equivalents

 

(120.4)

 

158.9

 

(229.1)

 

122.6

Cash and cash equivalents, beginning of the period

 

409.2

 

527.4

 

517.9

 

563.7

Cash and cash equivalents, end of the period

 

$ 288.8

 

$ 686.3

 

$ 288.8

 

$ 686.3

1Adjusted EBITDA is not a recognized measure under IFRS. See Non-IFRS Financial Measures section of this press release, including for a reconciliation of adjusted EBITDA to net profit (loss).

Investor Relations

Nahla Azmy

Sheldon D’souza

Email: [email protected]

Media

Louie Diaz

Email: [email protected]

KEYWORDS: North America Canada

INDUSTRY KEYWORDS: Technology Engineering Automotive Manufacturing Other Energy Manufacturing Batteries Alternative Energy Energy Environment Other Technology Mining/Minerals Natural Resources Other Manufacturing Green Technology

MEDIA:

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SilverBow Resources Announces Transformational Acquisition of Chesapeake’s South Texas Position

SilverBow Resources Announces Transformational Acquisition of Chesapeake’s South Texas Position

Accelerates SilverBow’s Long-Term Strategic Objectives

HOUSTON–(BUSINESS WIRE)–
SilverBow Resources, Inc. (NYSE: SBOW) (“SilverBow” or “the Company”) announced today that it has entered into an agreement (the “Purchase Agreement”) to acquire Chesapeake Energy Corporation’s (“Chesapeake”) oil and gas assets in South Texas (the “Chesapeake South Texas Assets”) for a purchase price of $700 million, comprised of a $650 million upfront cash payment due at closing and an additional $50 million deferred cash payment due 12 months post close, subject to customary adjustments (the “Chesapeake Transaction”). Chesapeake may also receive up to $50 million in additional contingent cash consideration based on future commodity prices.

The Chesapeake Transaction has an effective date of February 1, 2023 and is expected to close by year-end 2023, subject to satisfaction or waiver of certain customary closing conditions, including the accuracy of the representations and warranties of each party, compliance by each party in all material respects with its covenants and the satisfaction of certain consent requirements.

The Chesapeake Transaction is expected to be funded with cash on hand, borrowings under the Company’s First Amended and Restated Senior Secured Revolving Credit Agreement, dated as of April 19, 2017, and amended as of June 22, 2022 (the “Credit Facility”), among the Company, the lenders party thereto and JPMorgan Chase Bank, N.A., as administrative agent for the lenders, and the Company’s amended second lien notes (“Second Lien Notes”) led by EIG. In conjunction with the Chesapeake Transaction, the Company has secured $425 million of incremental commitments under its Credit Facility from existing and new lenders, which, subject to the closing of the Chesapeake Transaction, will increase lender commitments under the Credit Facility to $1.2 billion, and the Second Lien Notes will be upsized by $350 million, which, subject to the closing of the Chesapeake Transaction, will increase lender commitments under the Second Lien Notes to $500 million and extend the maturity date for the Second Lien Notes to December 15, 2028.

SilverBow plans to hold a conference call to discuss the Chesapeake Transaction at 7:30 a.m. Central Time on Monday, August 14, 2023. Participation details are included within this release.

IMPACT TO SILVERBOW

The estimated impact to SilverBow from the Chesapeake Transaction is described below. SilverBow intends to provide updated guidance in conjunction with the closing of the Chesapeake Transaction.

  • Increases expected fourth quarter of 2023 net production to 87,000-99,000 Boe/d (~50% oil/NGLs)

  • Adds critical scale with ~$825-$925 million of pro forma next 12 months EBITDA1
  • Free cash flow in 2024 expected to increase by more than 80%, driving material accretion to both cash flow per share and free cash flow per share1
  • Leverage neutral at year-end 2023 with expected 1.0x leverage ratio forecasted by year-end 20241

MANAGEMENT COMMENTS

Sean Woolverton, SilverBow’s Chief Executive Officer, commented, “SilverBow is well positioned to convert this premium resource into tangible value for its stakeholders. The Chesapeake Transaction transforms SilverBow into the largest public pure-play Eagle Ford operator. This acquisition advances all our long-term strategic objectives, by materially increasing our scale, enhancing our decade-plus high-return inventory, improving our capital efficiency and providing balanced commodity exposure, all while maintaining a strong balance sheet.”

Mr. Woolverton continued, “This acquisition is immediately accretive to all key financial and operating metrics, and offers compelling industrial logic that increases the Company’s size and scale by approximately 50% across a range of metrics. Further, SilverBow’s purchase price is more than fully covered by existing production value, with an estimated $850 million of PDP PV-10 based on strip pricing. The addition of these attractively priced assets is expected to enhance SilverBow’s operational and financial performance and better position the Company for future acquisitions while maintaining balance sheet strength. Upon closing, this will mark SilverBow’s 8th acquisition over the past two years totaling nearly $1.4 billion. We believe the benefits of further consolidation are very compelling, and we strongly believe this is a value-enhancing transaction for SilverBow shareholders.”

CHESAPEAKE SOUTH TEXAS ASSET HIGHLIGHTS

  • Adds ~42,000 net acres in Dimmit and Webb counties across the highly prolific, liquids-heavy window of South Texas

  • Expected production of ~31,000-33,000 Boe/d (~60% oil/NGLs) for the fourth quarter of 2023

  • ~$850 million of Proved Developed Producing (“PDP”) PV-10 reserves value2 compared to the $700 million purchase price

  • ~300 additional high-confidence drilling locations across the Austin Chalk and Eagle Ford formations which immediately compete for capital

STRATEGIC RATIONALE

  • Compelling Strategic Fit & Increased Scale: Substantial industrial logic that significantly increases South Texas scale supporting greater operational efficiency
  • Immediately Accretive: Attractively valued at 2.3x NTM EBITDA1 with a >20% unlevered free cash flow yield1,3, generating double-digit accretion to key financial metrics
  • Supplements High-Return Inventory: Fortifies decade-plus inventory life with Austin Chalk and Eagle Ford locations that immediately compete for capital and provide hydrocarbon optionality
  • Enhances Capital Efficiency and Margins: Significantly increases pro forma SilverBow’s free cash flow generation and lowers the pro forma 2024 re-investment rate to ~65%1
  • Maintains Balance Sheet Strength: Conservative pro forma leverage profile and incremental free cash flow generation provides a path to a return of capital strategy
  • Positioned for Further Consolidation: Enhanced scale and strong balance sheet positions SilverBow for future South Texas acquisitions where the Company has a tremendous track record of execution excellence

REVISED HEDGE POSITION

To protect the significant financial benefits of the Chesapeake Transaction, SilverBow plans to hedge a significant portion of the Company’s expected volume for the next three years. At a minimum, SilverBow is expected to enter into incremental derivative contracts accounting for 75% of the combined Company’s expected oil and gas PDP volumes for the first two years and 60% for the third year. The incremental hedged amounts are expected to include a combination of swaps and collars over the specified period.

CONFERENCE CALL INFORMATION, INVESTOR PRESENTATION AND OTHER DETAILS

The Company plans to host a conference call to discuss the Chesapeake Transaction at 7:30 a.m. Central Time on Monday, August 14, 2023. To participate in the call, please dial 888-415-4465 (U.S.) or 646-960-0140 (International) and use Conference ID 5410161. A simultaneous webcast of the call may be accessed over the internet by visiting SilverBow’s website at www.sbow.com, clicking on “Investor Relations” and “Events and Presentations”. A replay will be archived and available in the same location after the conclusion of the live event.

SilverBow has posted a transaction presentation under the “Investor Relations” section of the Company’s website. Investors are encouraged to review for additional details and information.

Further terms of the Chesapeake Transaction are set forth in the Purchase Agreement, which will be filed by SilverBow with the Securities and Exchange Commission (“SEC”) and will be available for viewing under www.sec.gov or on the Company’s website.

ADVISORS

Mizuho Securities is serving as financial advisor to SilverBow. Legal advisors for SilverBow include Gibson, Dunn & Crutcher LLP on the Chesapeake Transaction and Vinson & Elkins LLP on the debt financing.

ABOUT SILVERBOW RESOURCES, INC.

SilverBow Resources, Inc. (NYSE: SBOW) is a Houston-based energy company actively engaged in the exploration, development, and production of oil and gas in the Eagle Ford Shale and Austin Chalk in South Texas. With over 30 years of history operating in South Texas, the Company possesses a significant understanding of regional reservoirs which it leverages to assemble high quality drilling inventory while continuously enhancing its operations to maximize returns on capital invested. For more information, please visit www.sbow.com. Information on the Company’s website is not part of this release.

FORWARD-LOOKING STATEMENTS

This 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. These forward-looking statements represent management’s expectations or beliefs concerning future events, and it is possible that the results described in this release will not be achieved. These forward-looking statements are based on current expectations and assumptions and are subject to a number of risks and uncertainties, many of which are beyond our control. All statements, other than statements of historical fact included in this press release, including those regarding our strategy, the anticipated benefits of the Chesapeake Transaction, future productions and reserves, including the present value thereof, of SilverBow and the Chesapeake South Texas Assets, 2023 guidance and preliminary outlook for SilverBow and the Chesapeake South Texas Assets, financial position, including anticipated borrowings and availability under the Credit Facility, well expectations and drilling plans, expected oil and natural gas pricing, capital expenditures, budget, projected costs, prospects, plans and objectives of management are forward-looking statements. When used in this report, the words “will,” “could,” “believe,” “anticipate,” “intend,” “estimate,” “budgeted,” “guidance,” “expect,” “may,” “continue,” “predict,” “potential,” “plan,” “project,” “should” and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain such identifying words. Important factors that could cause actual results to differ materially from our expectations include, but are not limited to, the following risks and uncertainties: further actions by the members of the Organization of the Petroleum Exporting Countries, Russia and other allied producing countries with respect to oil production levels and announcements of potential changes in such levels; risks related to the Chesapeake Transaction, including the timing, cost, financing of and the ability to obtain any necessary consents or approvals for the Chesapeake Transaction; volatility in oil, natural gas and natural gas liquids prices; ability to obtain permits and government approvals; our borrowing capacity, future covenant compliance, cash flow and liquidity, including our ability to satisfy our short- or long-term liquidity needs; asset disposition efforts or the timing or outcome thereof; ongoing and prospective joint ventures, their structures and substance, and the likelihood of their finalization or the timing thereof; the amount, nature and timing of capital expenditures, including future development costs; timing, cost and amount of future production of oil and natural gas; availability of drilling and production equipment or availability of oil field labor; availability, cost and terms of capital; timing and successful drilling and completion of wells; availability and cost for transportation and storage capacity of oil and natural gas; costs of exploiting and developing our properties and conducting other operations; competition in the oil and natural gas industry; general economic and political conditions, including inflationary pressures, further increases in interest rates, a general economic slowdown or recession, instability in financial institutions, political tensions and war (including future developments in the ongoing Russia-Ukraine conflict); the severity and duration of world health events, including health crises and pandemics, related economic repercussions, including disruptions in the oil and gas industry, supply chain disruptions, and operational challenges including remote work arrangements and protecting the health and well-being of our employees; opportunities to monetize assets; our ability to execute on strategic initiatives; effectiveness of our risk management activities, including hedging strategy; counterparty and credit market risk; pending legal and environmental matters, including potential impacts on our business related to climate change and related regulations; actions by third parties, including customers, service providers and shareholders; current and future governmental regulation and taxation of the oil and natural gas industry; developments in world oil and natural gas markets and in oil and natural gas-producing countries; uncertainty regarding our future operating results; and other risks and uncertainties discussed in the Company’s reports filed with the SEC, including its annual report on Form 10-K for the year ended December 31, 2022, its Quarterly Report on Form 10-Q for the three months ended June 30, 2023 and subsequent quarterly reports on Form 10-Q and current reports on Form 8-K.

All forward-looking statements speak only as of the date of this news release. You should not place undue reliance on these forward-looking statements. The Company’s capital budget, operating plan, service cost outlook and development plans are subject to change at any time. Although we believe that our plans, intentions and expectations reflected in or suggested by the forward-looking statements we make in this release are reasonable, we can give no assurance that these plans, intentions or expectations will be achieved. The risk factors and other factors noted herein and in the Company’s SEC filings could cause its actual results to differ materially from those contained in any forward-looking statement. These cautionary statements qualify all forward-looking statements attributable to us or persons acting on our behalf.

All subsequent written and oral forward-looking statements attributable to us or to persons acting on our behalf are expressly qualified in their entirety by the foregoing. We undertake no obligation to publicly release the results of any revisions to any such forward-looking statements that may be made to reflect events or circumstances after the date of this release or to reflect the occurrence of unanticipated events, except as required by law.

(Footnotes)

  1. Reference to non-GAAP financial measure(s), the definitions of which appear at the end of this release

  2. Based on management’s estimates of reserve volumes and values based on a 2/1/23 effective date and NYMEX strip pricing as of 8/4/23

  3. Unlevered free cash flow yield is estimated by dividing the Chesapeake South Texas asset EBITDA minus CAPEX for the referenced time period by the purchase price (excluding contingent payments)

(Definition of Non-GAAP Measures as Calculated by the Company) (Unaudited)

The following non-GAAP measures are presented in this news release as SilverBow believes these metrics and performance measures are widely used by the investment community, including investors, research analysts and others, to evaluate and useful in comparing investments among upstream oil and gas companies in making investment decisions or recommendations. These measures, as presented, may have differing calculations among companies and investment professionals and may not be directly comparable to the same measures provided by others. A non-GAAP measure should not be considered in isolation or as a substitute for the related GAAP measure or any other measure of a company’s financial or operating performance presented in accordance with GAAP. These measures may not be comparable to similarly titled measures of other companies.

EBITDA: The Company presents EBITDA attributable to common stockholders in addition to reported net income (loss) in accordance with GAAP. EBITDA is calculated as net income (loss) plus (less) depreciation, depletion and amortization, accretion of asset retirement obligations, interest expense, impairment of oil and natural gas properties, net losses (gains) on commodity derivative contracts, amounts collected (paid) for commodity derivative contracts held to settlement, income tax expense (benefit); and share-based compensation expense. EBITDA excludes certain items that SilverBow believes affect the comparability of operating results, including items that are generally non-recurring in nature or whose timing and/or amount cannot be reasonably estimated. EBITDA is used by the Company’s management and by external users of SilverBow’s financial statements, such as investors, commercial banks and others, to assess the Company’s operating performance as compared to that of other companies, without regard to financing methods, capital structure or historical cost basis. It is also used to assess SilverBow’s ability to incur and service debt and fund capital expenditures. EBITDA should not be considered an alternative to net income (loss), operating income (loss), cash flows provided by (used in) operating activities or any other measure of financial performance or liquidity presented in accordance with GAAP. Company has provided forward-looking next 12 months EBITDA estimate; however, SilverBow is unable to provide a quantitative reconciliation of this forward-looking non-GAAP measure to the most directly comparable forward-looking GAAP measure because the items necessary to estimate such forward-looking GAAP measure are not accessible or estimable at this time without unreasonable efforts. The reconciling items in future periods could be significant.

Free Cash Flow, Free Cash Flow Yield and Free Cash Flow per Share: Free cash flow is calculated as EBITDA (defined above) plus (less) monetized derivative contracts, cash interest expense, capital expenditures and current income tax (expense) benefit. The Company believes that free cash flow is useful to investors and analysts because it assists in evaluating SilverBow’s operating performance, and the valuation, comparison, rating and investment recommendations of companies within the oil and gas industry. Free cash flow yield is calculated by taking free cash flow divided by the market capitalization of the Company at a given date. Free cash flow per share is calculated by taking free cash flow divided by the number of common shares outstanding of the Company at a given date. SilverBow uses this information as one of the bases for comparing its operating performance with other companies within the oil and gas industry. Free cash flow should not be considered an alternative to net income (loss), operating income (loss), cash flows provided by (used in) operating activities or any other measure of financial performance or liquidity presented in accordance with GAAP. The Company has provided forward-looking free cash flow, free cash flow yield and free cash flow per share estimates; however, SilverBow is unable to provide a quantitative reconciliation of these forward-looking non-GAAP measures to the most directly comparable forward-looking GAAP measure because the items necessary to estimate such forward-looking GAAP measure are not accessible or estimable at this time without unreasonable efforts. The reconciling items in future periods could be significant.

Total Debt to EBITDA (Leverage Ratio): Leverage Ratio is calculated as total debt, defined as long-term debt excluding unamortized discount and debt issuance costs, divided by EBITDA (defined above) for the most recently completed 12-month period. The Company has provided a forward-looking Leverage Ratio estimate; however, SilverBow is unable to provide a quantitative reconciliation of this forward-looking non-GAAP measure to the most directly comparable forward-looking GAAP measure because the items necessary to estimate such forward-looking GAAP measure are not accessible or estimable at this time without unreasonable efforts. The reconciling items in future periods could be significant.

PV-10: PV-10 is a non-GAAP measure that represents the estimated future net cash flows from estimated proved reserves discounted at an annual rate of 10 percent before giving effect to income taxes. PV-10 is most comparable to the Standardized Measure which represents the discounted future net cash flows of the after-tax estimated future cash flows from estimated proved reserves discounted at an annual rate of 10 percent, determined in accordance with GAAP. The Company uses non-GAAP PV-10 value as one measure of the value of its estimated proved reserves and to compare relative values of proved reserves amount exploration and production companies without regard to income taxes. Management believes PV-10 value is a useful measure for comparison of proved reserve values among companies because, unlike standardized measure, it excludes future income taxes that often depend principally on the characteristics of the owner of the reserves rather than on the nature, location and quality of the reserves themselves. The Company has provided a PV-10 estimate; however, SilverBow is unable to provide a quantitative reconciliation of this non-GAAP measure to the most directly comparable GAAP measure because the items necessary to estimate such GAAP measure are not accessible or estimable at this time without unreasonable efforts. The reconciling items in future periods could be significant.

Re-Investment Rate: Re-investment rate is calculated as capital expenditures divided by the sum of capital expenditures and free cash flow (defined above) for a given time period. SilverBow believes that re-investment rate is useful to investors because it reflects the magnitude of capital needed to be invested back into the Company’s operations, relative to the total potential cash flows to which stakeholders could have received. Within the oil and gas industry, shale development typically requires substantial, ongoing capital investments to sustain production due to the nature of high-decline rates in shale wells. SilverBow uses re-investment rate to supplement its analysis of future capital investments to the business against returns for stakeholders. Re-investment rate could vary in definition from company to company, and a higher or lower measure does not necessarily indicate better or worse; therefore re-investment rate should not be considered an alternative to operating income (loss), cash flows provided by (used in) operating activities, cash flows provided by (used in) investing activities or any other measure of financial performance or liquidity presented in accordance with GAAP.

Jeff Magids

Vice President of Finance & Investor Relations

(281) 874-2700, (888) 991-SBOW

KEYWORDS: Texas United States North America

INDUSTRY KEYWORDS: Oil/Gas Energy

MEDIA:

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Lottery.com, Inc. Appoints Accomplished Industry Leader Christopher Gooding as Non-Executive Director

AUSTIN, Texas, Aug. 14, 2023 (GLOBE NEWSWIRE) — Lottery.com, Inc. (NASDAQ: LTRY, LTRYW) (“Lottery.com” or the “Company”) names Christopher Anderson Gooding to its board of directors. His appointment is another important step in a new era of compliance with Nasdaq for the Company.

Christopher Gooding brings decades of service at respected law firms, predominantly within the heart of London’s financial district. His professional journey began as an Assistant Solicitor at Clifford Turner in London and Dubai, advancing to a 15-year tenure at Clyde & Co. A consummate legal strategist, he also served as a partner at LeBoeuf Lamb Greene & MacRae and Howard Kennedy. Notably, from 1999 to 2009, he held the position of Director at the Sovereign Trade Corporation. Adding to his diverse portfolio, Gooding subsequently held partner roles at Fasken Martineau and Nabarro LLC (now CMS). Since 2022, he has honed his expertise as a Consultant at Crowell and Morsing.

Of significance is Gooding’s extraordinary fusion of legal finesse with a substantial involvement in the corporate landscape. His credentials include being a founding director of a substantial NY-based hedge fund valued at over $500 million. He has also been a guiding presence on the Boards of UK-based companies spanning aviation, insurance, and cutting-edge startups, as well as spearheading initiatives in the green energy and aviation sectors. His hands-on spirit propelled the creation of a boutique hotels group in Morocco, a project he actively designed. The Lottery Board will benefit from Gooding’s insightful perspectives backed by his vast experience across an array of commercial realms.

This announcement comes on the heels of last week’s news of overwhelming shareholder approval for the Company’s strategic reverse stock split initiative, which capped the last requirement for the Company to regain full compliance with Nasdaq’s listing rules. The shareholders also supported the election of Nick Kounoupias as a Class II Director.

Leveraging fortified corporate governance, underpinned by a stalwart board and solid financial backing from UCIL, Lottery.com is now focusing on resuming operations in three major segments of its business model before the end of 2023. The Company anticipates new revenue streams from B2C ticket sales, international expansion, and technology licensing.

Christopher Gooding commented:

“My legal career has been characterized by crafting innovative commercial solutions to tackle unique client challenges. Identifying latent issues and orchestrating proactive solutions has been a hallmark of my approach. I am thrilled to contribute these proficiencies and more to a Board already steeped in profound insight and strategic acumen.”

Lottery.com Board Chairman and Interim CEO Matthew McGahan added:

“We extend a very warm welcome to Christopher. The appointment of an individual of his stature enriches our Board substantially. His legal acumen, coupled with a deep understanding of corporate governance, greatly augments our combined senior leadership experience. Bolstered by these strategic appointments and solid UCIL financing, we now have a much more robust operational and financial foundation to execute on our business plan. As we lean in to the second half of our fiscal year, our strategy’s central interest is to restore the Company’s revenue-driving operations. Our business is easily scalable, contains inherent potential and we look forward to updating the market on these and other positive developments in due course.”

For more information please contact:

[email protected]

, or visit:
http://www.lottery.com

About Lottery.com, Inc.

Lottery.com, Inc. is a leading technology company that is transforming how, where and when lotteries are played. Its engaging mobile and online platforms enable players and commercial partners located throughout the United States and other countries to remotely purchase safe and legally sanctioned lottery games. Lottery participants look to the Company’s website, Lottery.com, for compelling, real-time results on over 800 lottery games from over 40 countries. In all that it does, Lottery.com’s mission remains the same: an uncompromising passion to innovate, grow a new demographic of enthusiasts, deliver responsible and trusted solutions, and promote community and philanthropic initiatives. 

Important Notice Regarding Forward-Looking Statements

This press release contains statements that constitute “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). All statements, other than statements of present or historical fact included in this press release, regarding the company’s future financial performance, as well as the company’s strategy, future operations, revenue guidance, projected costs, prospects, plans and objectives of management are forward-looking statements. When used in this press release, the words “could,” “should,” “will,” “may,” “believe,” “anticipate,” “intend,” “estimate,” “expect,” “project,” the negative of such terms and other similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain such identifying words. These forward-looking statements are based on management’s current expectations and assumptions about future events and are based on currently available information as to the outcome and timing of future events. Except as otherwise required by applicable law, Lottery.com disclaims any duty to update any forward-looking statements, all of which are expressly qualified by the statements in this section, to reflect events or circumstances after the date of this press release. Lottery.com cautions you that these forward-looking statements are subject to numerous risks and uncertainties, most of which are difficult to predict and many of which are beyond the control of Lottery.com. In addition, Lottery.com cautions you that the forward-looking statements contained in this press release are subject to the following factors: (i) the outcome of any legal proceedings that may be instituted against Lottery.com; (ii) the Company’s ability to maintain effective internal controls over financial reporting, including the remediation of identified material weaknesses in internal control over financial reporting relating to segregation of duties with respect to, and access controls to, its financial record keeping system, and its accounting staffing levels; (iii) the effects of competition on Lottery.com’s future business; (iv) risks related to its dependence on its intellectual property and the risk that  technology could have undetected defects or errors; (v) changes in applicable laws or regulations; (vi) risks related to the COVID-19 pandemic or other pandemic and their effect directly on Lottery.com and the economy generally; (vii) risks relating to privacy and data protection laws, privacy or data breaches, or the loss of data; (viii) the possibility that the Company may be adversely affected by other economic, business, and/or competitive factors; (ix) the ability of Lottery.com to achieve its strategic and growth objectives as stated or at all; and (x) those factors discussed in the proxy statement/prospectus filed by Lottery.com, Inc. with the U.S. Securities and Exchange Commission (“SEC”) under the heading “Risk Factors” and the other documents filed, or to be filed, by the Company with the SEC. Should one or more of the risks or uncertainties described in this press release materialize or should underlying assumptions prove incorrect, actual results and plans could differ materially from those expressed in any forward-looking statements. Additional information concerning these and other factors that may impact the operations and projections discussed herein can be found in the reports that Lottery.com has filed and will file from time to time with the SEC. These SEC filings are available publicly on the SEC’s website at www.sec.gov.

 



Immuron to present at the Military Health System Research Symposium

MELBOURNE, Australia, Aug. 14, 2023 (GLOBE NEWSWIRE) — Immuron Limited (ASX: IMC; NASDAQ: IMRN), an Australian based and globally integrated biopharmaceutical company is pleased to announce that it will be presenting at The Military Health System Research Symposium (MHSRS), in Kissimmee, Florida from the 14th to the 17th of August 2023.

The MHSRS is the U.S. Department of Defense’s premier scientific meeting that focuses specifically on the unique medical needs of the Warfighter. This annual symposium brings together nearly 3,000 healthcare professionals, researchers, U.S DoD leaders and decision markers as well as various funding bodies and will be a good networking opportunity for the company.

The company will attend the meeting as an Exhibitor and present two posters at the event. One entitled ‘Clinical Evaluation of an Oral prophylactic for prevention of Travelers diarrhea in active-duty military assigned abroad’. The company has also been invited by the Medical Technology Enterprise Consortium (MTEC) to showcase Immuron and its collaborative work with the U.S. Department of Defence including an overview of the current MTEC award entitled ‘Biologics licence application of a bovine immunoglobulin supplement that prevents travelers’ diarrhea caused by enterotoxigenic Escherichia coli (ETEC)’.

The Naval Medical Research Center (NMRC) are also presenting a poster at the symposium on the new oral therapeutic targeting Campylobacter and Enterotoxigenic Escherichia coli (ETEC) developed in collaboration with Immuron. The NMRC poster is entitled ‘Research and Development of Hyperimmune Bovine Colostrum Products for the Prevention of Travelers’ Diarrhea’.

Copies of the presentations are available on the Company’s website.

https://www.immuron.com.au/product-science/

Infectious diarrhea is the most common illness reported by travelers visiting developing countries and among US troops deployed overseas. The morbidity and associated discomfort stemming from diarrhea decreases daily performance, affects judgment, decreases morale and declines operational readiness. The first line of treatment for infectious diarrhea is the prescription of antibiotics. Unfortunately, in the last decade, several enteric pathogens have demonstrated increasing resistance to commonly prescribed antibiotics. In addition, travelers’ diarrhea is now recognized by the medical community to result in post-infectious sequelae, including post-infectious irritable bowel syndrome (IBS) and several post-infectious autoimmune diseases. A preventative treatment that defends against infectious enteric diseases is a high priority objective for the US Military.

This release has been authorised by the directors of Immuron Limited.

COMPANY CONTACT:


Steven Lydeamore

Chief Executive Officer
Ph: +61 (0)3 9824 5254
[email protected]        
   
     

About Immuron

Immuron Limited (ASX: IMC, NASDAQ: IMRN), is an Australian biopharmaceutical company focused on developing and commercializing orally delivered targeted polyclonal antibodies for the treatment of inflammatory mediated and infectious diseases.

For more information visit: http://www.immuron.com



Progressive Care Inc. Announces Record Second Quarter 2023 Results with Revenues of $11.6 Million and Gross Margins of 31%

MIAMI, FL, Aug. 14, 2023 (GLOBE NEWSWIRE) — via NewMediaWire — Progressive Care Inc. (OTCQB: RXMD) (“Progressive Care” or the “Company”), a personalized healthcare services and technology provider, today announced financial results for the second quarter ended June 30, 2023. The Company experienced record quarterly revenues of $11.6 million, a 16% growth from the second quarter ended June 30, 2022.

“Over the past few months, our team was focused on ensuring that Progressive Care had a strong financial foundation, one that could support its continued growth while enabling it to capitalize on the largely untapped potential we see in the pharmacy and healthcare markets. I am pleased to report that through our efforts, at the end of the second quarter, not only has the Company continued to grow, but we successfully eliminated the Company’s outstanding convertible debt and increased the cash available to operate the business,” said Charles M. Fernandez, Chairman and CEO of Progressive Care Inc. “Looking ahead, we remain committed to further building upon our improved balance sheet, driving growth, and better positioning the Company to create shareholder value.”

Second Quarter 2023 Financial Highlights:

  • Total revenues increased by $1.6 million, or 16%, to $11.6 million during the three months ended June 30, 2023, compared to $10.0 million in the prior year period. Total revenues increased by $0.2 million, or 2%, over revenue reported for the first quarter of 2023.
  • Prescription revenue increased by $0.6 million, or 6%, to $9.9 million during the second quarter of 2023, compared to $9.3 million in the prior year period.
  • 340B contract revenue was $2.1 million during the second quarter of 2023, an increase of $1.4 million, compared to $0.7 million in the prior year period. The increase was attributable to an increase in our existing 340B contracts.
  • The Company recorded the highest level of income from operations in recent history of $0.6 million during the second quarter of 2023, an increase of $0.8 million when compared to the prior year period.
  • Gross profit margin increased to 31% from 20% reported in the second quarter of 2022 primarily due to the increase in 340B contract revenue which has higher margins than revenue generated from pharmacy operations.
  • Cash balance as of June 30, 2023 was $7.4 million as compared to $6.7 million at December 31, 2022. Organizational Highlights and Recent Business Developments:
  • On May 1, 2023, the Company appointed Dr. Pamela Roberts as Chief Operating Officer. Dr. Roberts formerly served as the Company’s Director of Pharmacy and Pharmacist-in-Charge.
  • On May 9, 2023, the Company successfully received an investment of $1.0 million from NextPlat Corp. (NASDAQ: NXPL).
  • On July 1, 2023, NextPlat Corp., along with two other shareholders, exercised common stock purchase warrants and were issued common stock shares by the Company. As a result, NextPlat Corp. and the two shareholders collectively own approximately 53% of the Company’s voting common stock.
  • On July 17, 2023, Progressive Care appointed Elizabeth Alcaine and Anthony Armas, both accomplished healthcare executives, as Independent Directors to serve on the Company’s Board.

    Three Months Ended June 30,
    2023     2022     $ Change   % Change
Total revenues, net   $ 11,556,085     $ 9,973,584     $ 1,582,501     16 %
Total cost of revenue     7,997,239       7,943,231       54,008     1 %
Total gross profit     3,558,846       2,030,353       1,528,493     75 %
Operating expenses     2,934,674       2,227,623       707,051     32 %
Income (loss) from operations     624,172       (197,270 )     821,442     -416 %
Other loss     (5,261,198 )     (682,586 )     (4,578,612 )   671 %
Loss before income taxes     (4,637,026 )     (879,856 )     (3,757,170 )   427 %
Income taxes           (866 )     866     0 %
Net loss attributable to common shareholders   $ (4,637,026 )   $ (880,722 )   $ (3,756,304 )   427 %
                       

Financial Results for the Three Months Ended June 30, 2023

For the three months ended June 30, 2023 and 2022, we recognized total revenue from operations of approximately $11.6 million and $10.0 million, respectively, an overall increase of approximately $1.6 million for the three months ended June 30, 2023, when compared to the three months ended June 30, 2022. The increase in revenue was primarily attributable to an increase in prescription revenue of approximately $0.6 million and an increase in 340B contract revenue of approximately $1.4 million, which was offset by a decrease in COVID-19 testing revenue of approximately $0.4 million, when compared to the prior year period.

Gross profit margins increased from 20% for the three months ended June 30, 2022, to 31% for the three months ended June 30, 2023. The increase in gross profit margins during the second quarter of 2023 compared to the same period in 2022, was primarily attributable to the increase in 340B contract revenue, which has higher margins than revenue generated from pharmacy operations.

Income from operations increased by approximately $0.8 million for the three months ended June 30, 2023, to approximately $0.6 million, when compared to the three months ended June 30, 2022, as a result of the increase in gross profit of approximately $1.5 million, partially offset by the increase in operating expenses of approximately $0.7 million.

Net Loss

We had a net loss of approximately $4.6 million and $0.9 million for the three months ended June 30, 2023 and 2022, respectively. The increase in net loss is attributable to the debt conversion expense of approximately $5.2 million recorded in the current period.

Quarterly Report on Form 10-Q Available

The Company’s Quarterly Report on Form 10-Q, available at www.sec.gov and on the Company’s website, contains a thorough review of its financial results for the three months ended June 30, 2023.

About Progressive Care

Progressive Care Inc. (OTCQB: RXMD), through its subsidiaries, is a Florida health services organization and provider of Third-Party Administration (TPA), data management, COVID-19 related diagnostics and vaccinations, 340B contracted pharmacy services, prescription pharmaceuticals, compounded medications, provider of tele-pharmacy services, the sale of anti-retroviral medications, medication therapy management (MTM), the supply of prescription medications to long-term care facilities, and health practice risk management.

Forward-Looking Statements

Forward-Looking Statements contained herein that are not based upon current or historical fact are forward-looking in nature and constitute forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Such forward-looking statements reflect the Company’s expectations about its future operating results, performance, and opportunities that involve substantial risks and uncertainties. When used herein, the words “anticipate,” “believe,” “estimate,” “upcoming,” “plan,” “target,” “intend” and “expect” and similar expressions, as they relate to Progressive Care Inc., its subsidiaries, or its management, are intended to identify such forward-looking statements. These forward-looking statements are based on information currently available to the Company and are subject to a number of risks, uncertainties, and other factors discussed in our Annual Report on Form 10-K for the year ended December 31, 2022 that could cause the Company’s actual results, performance, prospects, and opportunities to differ materially from those expressed in, or implied by, these forward-looking statements.

Public Relations Contact
Carlos Rangel
[email protected]



22nd Century Group (XXII) Reports Second Quarter 2023 Financial Results

  • Second Quarter 2023 Net Revenues Increased 62% to $23.4 Million
  • Launched VLN® Sales in California, Texas and Florida
  • Delivered Record GVB Ingredient Volumes as Dominant Supplier in North America
  • Initiated Operating Cost Reduction Program Targeting $15+ Million in Annualized Savings
  • Updated 2023 Revenue Outlook to a Range of $80 Million to $90 Million to Reflect Revised VLN® Rollout Timelines and Transitioning GVB Ingredient Volumes Back to Internal Production

BUFFALO, N.Y., Aug. 14, 2023 (GLOBE NEWSWIRE) — 22nd Century Group, Inc. (Nasdaq: XXII), a leading biotechnology company focused on utilizing advanced plant technologies to improve health and wellness with reduced nicotine tobacco, hemp/cannabis and hops, today reported results for the Second quarter ended June 30, 2023, and provided an update on recent business highlights. The Company will host a live audio webcast today at 8:00 a.m. ET.

“Our focus in 2023 remains 22nd Century’s transformation from a primary emphasis on research and development to a fully commercial enterprise providing innovative harm reduction and consumer health and wellness products to key end markets. We have now significantly advanced our commercialization plan for VLN® sales across targeted states, 14 of which are now in place and two more states scheduled in September with a new drug store customer, a diversified hemp/cannabis ingredients and distribution business and a robust license and distribution business in both tobacco and hemp/cannabis,” and said John Miller, interim Chief Executive Officer of 22nd Century Group.

“Following an initial delay in our commercial plans earlier this year, which are common on retail launches, we have now substantially expanded the availability of our FDA authorized, reduced nicotine content cigarettes VLN®, a tobacco harm reduction product unlike any other. VLN® retail outlets and points of sale increased notably in the second quarter, then more than doubled with the additional stores added in July with our launch at the #1 U.S. c-store chain and others in California, Texas and Florida. New chains continue to launch, such as our first drug store channel placement expected to commence as a five-state launch in September. With this improved reach and density, we have updated and revised our sales planning to focus on maximizing our depth and maintaining the message within these channels to demonstrate proof of concept with the new brand marketing and retail chains throughout the rest of this year. Our revised and updated VLN plan will include a more focused, cost-efficient marketing and sales effort within our footprint and a commitment to streamline our operations relative to the first half that reflected heavier investment in new systems and logistics for the launch.”

“Our hemp/cannabis ingredients, manufacturing and licensing business reported another record quarter as 22nd Century continues to consolidate and leverage its industry leadership position. We believe the record ingredient volumes reflected both overall industry growth and increasing customer preference for our products over other less reliable sources. Initial sales under our new license and distribution agreements occurred in July, with additional scale expected in the second half, which is expected to provide a new source of revenue and gross profit. The return of our in-house manufacturing capabilities is expected to mean the return of manufacturing gross profits, helping to restore our verticalized operating profile that was directly affected by the fire last November.”

“In addition to these commercial opportunities, we are also implementing programs intended to reduce our operating costs by at least $15 million on an annualized basis. Much of this will reflect efficiencies and streamlining as we conclude a period of substantial extra upfront investment undertaken in the first half of 2023 to upgrade distribution, regulatory approvals, marketing, sales and research activities in support of our VLN® launch, which we are now aligning to the more focused ongoing needs for the commercial launch,” concluded Mr. Miller.

Recent Key Financial and Business Highlights

Tobacco Business

  • Continued multi-state VLN® rollout strategy, now selling in 14 targeted states for 2023.
  • More than doubled VLN® store counts in July after strong growth through the second quarter, with VLN now available in 2,800+ stores and the three largest state markets of Texas, California and Florida.
  • Launched new VLN® educational materials, distribution resources, retail incentives and media programming targeting adult smoker and influencer audiences.
  • Continued to scale support for Pinnacle, a private label conventional premium cigarette brand selling at one of the nation’s top-10 gas station convenience store chains in 20+ states.
  • VLN® pilot activities continued in international markets of Switzerland, Japan and South Korea.
  • Poised to benefit from federal, state and international regulatory interest, including the proposed FDA menthol cigarette ban expected to be updated in August 2023, among others.

Hemp/Cannabis Business

  • Shipped record cannabinoid ingredient volumes, increased more than 188% year-over-year to more than 76,000 kgs supplied, as the largest provider of cannabinoid extracts and isolates in North America focused on cannabidiol (CBD) and cannabigerol (CBG) extracted and refined at industrial scale into distillates.
  • 1H 2023 ingredient volumes in excess of 144,000 kgs have already exceeded full-year 2022 shipments of more than 112,000 kgs.
  • In July resumed production of CBD distillate products at new GVB facilities located in Oregon, which should facilitate gross margin improvement on GVB produced cannabinoid products for the remainder of 2023.
  • Commenced CBD crude extract operations, providing opportunities for additional verticalization and related gross profit improvement.
  • Contracted new growing programs to cultivate hemp biomass for extraction, designed to improve both margin on and availability of biomass volumes sufficient to meet rising customer demand, with harvests expected 2H 2023.
  • Advanced distribution and point of sale activity to initial shipments in July 2023 for three-year exclusive license and distribution agreements with Cookies and Old Pal.
  • Advanced plans to restart CBD isolate production, expected in Q1 2024, which should further improve gross margin.

Corporate Updates

  • Revised the Company’s 2023 revenue outlook from a range of $105 million to $110 million to a range of $80 million to $90 million to account for changes in the launch timeline and scope of VLN® at certain key chains in 2023, transitioning GVB volumes back to internal production and the operating cost reduction plan.
  • Announced the resignation of James A. Mish as Chief Executive Officer, and appointed John Miller, who leads the tobacco business unit, as interim Chief Executive Officer.
  • Regained compliance with Nasdaq listing qualifications per a letter dated July 19, 2023.
  • Added Wall Street veteran Andy Arno as an Independent Director and member of the Board of Directors.
  • Raised an aggregate of $19.9 million in gross proceeds in June and July 2023.

Second Quarter 2023 Financial Results

  • Net revenues for the second quarter of 2023 were $23.4 million, an increase of 61.8% from the same period in 2022.
    • Revenue from tobacco-related products was $8.1 million, reflecting the Company’s transition away from low margin filtered cigar products to focus production and capacity on higher margin products, such as VLN® and Pinnacle.
    • Revenue from hemp/cannabis-related products was $15.4 million, as volumes continued to ramp on share gains.
      • Approximately $0.6 million of additional sales initially intended for the second quarter will instead be recognized in the third quarter due to shipment cutoff timing to accommodate the Fourth of July holiday.
  • Gross profit for the second quarter of 2023 was $(2.3) million as compared to $0.9 million in the prior year period.
    • Gross profit from tobacco-related products was $(1.0) million, reflecting the aforementioned lower margin product mix.
    • Gross profit from hemp/cannabis-related products was $(1.4) million, reflecting the final quarter of primarily ingredient trading activity due to the November 2022 plant fire; the Company is restarting production in its own ingredients at new facilities.
      • Second quarter gross profit was negatively impacted by approximately $2.4 million related to the plant fire.
      • The Company believes these losses are covered by its business interruption insurance coverage and has filed litigation to enforce its claim dating to the November 2022 plant fire.
    • Gross margin is expected to improve in the second half of 2023 reflecting:
      • Improving product margin mix for tobacco products reflecting reduced filtered cigar volume
      • New in-house GVB crude extraction and distillate production capabilities as opposed to reselling activities
      • The initial harvest of hemp/cannabis biomass expected to reduce raw material expenses in the second half of 2023
      • New CDMO+D contracts to begin shipping product in the second half of 2023.
  • Total operating expenses for the second quarter of 2023 were $17.0 million, driven by the addition of GVB operations, investment in the VLN® products sales and launch and ongoing investments in back-office support.
    • The Company announced a cost reduction initiative for the second half 2023, expected to generate at least $15 million in annualized operating cost reductions  
    • Cost reductions are intended to streamline the business, focusing operating activities on sustaining and growing the commercial footprint, following heavier initial investment required to support the commercial launches during 1H 2023
  • Operating loss and net loss for the second quarter of 2023 was $19.4 million, compared to $10.5 million in the prior year period.
  • Adjusted EBITDA was a loss of $16.0 million, compared to prior year loss of $7.1 million. See the tables included in this release for a reconciliation of Adjusted EBITDA (a non-GAAP measure) to net loss.

Balance Sheet and Liquidity

  • As of June 30, 2023, the Company had $11.9 million in cash, cash equivalents and restricted cash.
  • Subsequently, in July 2023, the Company raised approximately $14.6 million in additional gross proceeds in equity transactions.

Second Quarter 2023 Conference Call

22nd Century will host a live webcast today at 8:00 a.m. E.T. to discuss its second quarter 2023 financial results and business highlights.
The live webcast, interactive Q&A, and slide presentation will be accessible in the Events section on 22nd Century’s Investor Relations website at https://ir.xxiicentury.com/events-and-presentations/default.aspx. An archived replay of the webcast will also be available shortly after the live event has concluded.

About 22nd Century Group, Inc.
22nd Century Group, Inc. (Nasdaq: XXII) is a leading biotechnology company focused on utilizing advanced plant technologies to improve health and wellness through tobacco harm reduction, reduced nicotine tobacco, hemp/cannabis and hops. With dozens of patents allowing it to control nicotine biosynthesis in the tobacco plant, the Company has developed proprietary reduced nicotine content (RNC) tobacco plants and cigarettes, which have become the cornerstone of the FDA’s Comprehensive Plan to address the widespread death and disease caused by smoking. The Company received the first and only FDA Modified Risk Tobacco Product (MRTP) authorization for a combustible cigarette in December 2021. In tobacco, hemp/cannabis and hop plants, 22nd Century uses modern plant breeding technologies, including genetic engineering, gene-editing, and molecular breeding to deliver solutions for the pharmaceutical and consumer products industries by creating new, proprietary plants with optimized alkaloid and flavonoid profiles as well as improved yields and valuable agronomic traits.

Learn more at xxiicentury.com, on Twitter, on LinkedIn, and on YouTube.

Learn more about VLN® at tryvln.com.

Cautionary Note Regarding Forward-Looking Statements
Except for historical information, all of the statements, expectations, and assumptions contained in this press release are forward-looking statements, including but not limited to our full year business outlook. Forward-looking statements typically contain terms such as “anticipate,” “believe,” “consider,” “continue,” “could,” “estimate,” “expect,” “explore,” “foresee,” “goal,” “guidance,” “intend,” “likely,” “may,” “plan,” “potential,” “predict,” “preliminary,” “probable,” “project,” “promising,” “seek,” “should,” “will,” “would,” and similar expressions. Actual results might differ materially from those explicit or implicit in forward-looking statements. Important factors that could cause actual results to differ materially are set forth in “Risk Factors” in the Company’s Annual Report on Form 10-K filed on March 9, 2023. All information provided in this release is as of the date hereof, and the Company assumes no obligation to and does not intend to update these forward-looking statements, except as required by law.

Investor Relations & Media Contact

Matt Kreps
Investor Relations
22nd Century Group
[email protected]
214-597-8200



22nd CENTURY GROUP, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited)

(amounts in thousands, except per-share data)

             
    June 30,   December 31,
    2023
  2022
ASSETS            
Current assets:            
Cash and cash equivalents   $ 4,433     $ 3,020  
Short-term investment securities           18,193  
Accounts receivable, net     8,736       5,641  
Inventories     14,318       10,008  
Insurance recoveries     3,000       5,000  
Prepaid expenses and other current assets     6,388       2,743  
Total current assets     36,875       44,605  
Property, plant and equipment, net     14,401       13,093  
Operating lease right-of-use assets, net     6,955       2,675  
Goodwill     33,360       33,160  
Intangible assets, net     21,526       16,853  
Investments     682       682  
Restricted cash     7,500        
Other assets     3,681       3,583  
Total assets   $ 124,980     $ 114,651  
             
LIABILITIES AND SHAREHOLDERS’ EQUITY            
Current liabilities:            
Notes and loans payable – current   $ 1,988     $ 908  
Current portion of long-term debt     1,960        
Operating lease obligations     1,082       681  
Accounts payable     6,449       4,168  
Accrued expenses     6,842       1,428  
Accrued payroll     2,426       3,199  
Accrued excise taxes and fees     2,704       1,423  
Deferred income     214       831  
Other current liabilities     1,438       380  
Total current liabilities     25,103       13,018  
Long-term liabilities:            
Notes and loans payable     185       3,001  
Operating lease obligations     6,118       2,141  
Long-term debt     15,326        
Other long-term liabilities     5,656       516  
Total liabilities     52,388       18,676  
Commitments and contingencies (Note 11)            
Shareholders’ equity            
Preferred stock, $.00001 par value, 10,000,000 shares authorized            
Common stock, $.00001 par value, 33,333,334 shares authorized            
Capital stock issued and outstanding:            
15,926,803 common shares (14,349,275 at December 31, 2022)            
Common stock, par value            
Capital in excess of par value     349,206       333,900  
Accumulated other comprehensive loss     39       (111 )
Accumulated deficit     (276,653 )     (237,814 )
Total shareholders’ equity     72,592       95,975  
Total liabilities and shareholders’ equity   $ 124,980     $ 114,651  



22nd CENTURY GROUP, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

(Unaudited)

(amounts in thousands, except per-share data)

                         
    Three Months Ended   Six Months Ended
    June 30,   June 30,
    2023
  2022
  2023
  2022
Revenues, net   $ 23,427     $ 14,477     $ 45,389     $ 23,521  
Cost of goods sold     25,772       13,585       48,911       22,321  
Gross (loss) profit     (2,345 )     892       (3,522 )     1,200  
Operating expenses:                        
Sales, general and administrative     14,540       8,684       28,771       15,946  
Research and development     1,793       1,897       3,310       3,036  
Other operating expense, net     675       787       1,573       839  
Total operating expenses     17,008       11,368       33,654       19,821  
Operating loss     (19,353 )     (10,476 )     (37,176 )     (18,621 )
Other income (expense):                        
Unrealized loss on investments           (885 )           (1,702 )
Realized loss on short-term investment securities     (28 )     (108 )     (41 )     (108 )
Other income, net     16             34        
Interest income, net     65       48       122       98  
Interest expense     (1,193 )     (77 )     (1,614 )     (82 )
Total other expense     (1,140 )     (1,022 )     (1,499 )     (1,794 )
Loss before income taxes     (20,493 )     (11,498 )     (38,675 )     (20,415 )
Provision for income taxes     46             46        
Net loss   $ (20,539 )   $ (11,498 )   $ (38,721 )   $ (20,415 )
Deemed dividend from trigger of anti-dilution provision feature     (367 )           (367 )      
Net loss available to common shareholders   $ (20,906 )   $ (11,498 )   $ (39,088 )   $ (20,415 )
                         
Basic and diluted loss per common share   $ (1.40 )   $ (0.95 )   $ (2.67 )   $ (1.77 )
Weighted average common shares outstanding – basic and diluted     14,900     $ 12,134       14,644       11,509  
                         
                         
Net loss     (20,539 )     (11,498 )   $ (38,721 )   $ (20,415 )
Other comprehensive loss:                        
Unrealized gain (loss) on short-term investment securities     10       (69 )     71       (469 )
Foreign currency translation     42             38        
Reclassification of realized losses to net loss     28       108       41       108  
Other comprehensive income (loss)     80       39       150       (361 )
Comprehensive loss   $ (20,459 )   $ (11,459 )   $ (38,571 )   $ (20,776 )

Reconciliations of Non-GAAP Measures

Below is a table containing information relating to the Company’s Net loss, EBITDA and Adjusted EBITDA for the three and six month periods ended June 30, 2023 and 2022, including a reconciliation of these Non-GAAP measures for such periods.

                   
    Quarter Ended
    June 30,
    Dollar Amounts in Thousands ($000’s)
    (UNAUDITED)
                  $ Change
    2023
  2022
    fav / (unfav)
Net loss   $ (20,539 )   $ (11,498 )   $ (9,041 )
Interest (income)/expense, net     1,129       29       1,100  
Provision for income taxes     46             46  
Amortization and depreciation     1,212       595       617  
EBITDA   $ (18,152 )   $ (10,875 )   $ (7,278 )
Adjustments:                  
Equity-based employee compensation expense     1,486       1,106       380  
Needlerock Farms settlement     10             10  
Grass Valley fire     256             256  
Loss on change of warrant liability     584             584  
Gain on change in contingent consideration     (217 )           (217 )
Acquisition costs     70       787       (717 )
Unrealized loss on investment           885       (885 )
Inventory step-up           978       (978 )
Adjusted EBITDA   $ (15,963 )   $ (7,118 )   $ (8,845 )

1Fav = Favorable variance, which increases EBITDA and Adjusted EBITDA; Unfav = unfavorable variance, which reduces EBITDA and Adjusted EBITDA

                   
    Year Ended
    June 30,
    Dollar Amounts in Thousands ($000’s)
    (UNAUDITED)
                  $ Change
    2023
  2022
    fav / (unfav)
Net loss   $ (38,721 )   $ (20,415 )   $ (18,306 )
Interest (income)/expense, net     1,492       (16 )     1,508  
Provision for income taxes     46             46  
Amortization and depreciation     2,093       924       1,169  
EBITDA   $ (35,090 )   $ (19,507 )   $ (15,583 )
Adjustments:                  
Equity-based employee compensation expense     2,661       2,319       342  
Needlerock Farms settlement     756             756  
Grass Valley fire     324             324  
Loss on change of warrant liability     723             723  
Gain on change in contingent consideration     (195 )           (195 )
Acquisition costs     139       839       (700 )
Unrealized loss on investment           1,702       (1,702 )
Inventory step-up           978       (978 )
Adjusted EBITDA   $ (30,682 )   $ (13,669 )   $ (17,013 )

1Fav = Favorable variance, which increases EBITDA and Adjusted EBITDA; Unfav = unfavorable variance, which reduces EBITDA and Adjusted EBITDA

Notes regarding Non-GAAP Financial Information

In addition to the Company’s reported results in accordance with generally accepted accounting principles in the United States of America (“GAAP”), the Company provides EBITDA and Adjusted EBITDA.

In order to calculate EBITDA, the Company adjusts net (loss) income by adding back interest expense (income), provision (benefit) for income taxes, and depreciation and amortization expense from intangible assets. Adjusted EBITDA consists of EBITDA adjusted by the Company for certain non-cash and non-operating expense, including adding back equity-based employee compensation expense, (gain) loss on investments, acquisition costs, and any unusual or infrequently occurring items.

The Company believes that the presentation of EBITDA and Adjusted EBITDA are important financial measures that supplement discussion and analysis of its financial condition and results of operations and enhances an understanding of its operating performance. While management considers EBITDA and Adjusted EBITDA to be important, these financial performance measures should be considered in addition to, but not as a substitute for or superior to, other measures of financial performance prepared in accordance with GAAP, such as operating (loss) income, net (loss) income and cash flows from operations. Adjusted EBITDA is susceptible to varying calculations and the Company’s measurement of Adjusted EBITDA may not be comparable to those of other companies.