Equitrans Midstream Releases 2023 Corporate Sustainability Report

Equitrans Midstream Releases 2023 Corporate Sustainability Report

CANONSBURG, Pa.–(BUSINESS WIRE)–
Equitrans Midstream Corporation (NYSE: ETRN) released its annual corporate sustainability report, which utilizes the Global Reporting Initiative’s (GRI) ‘Consolidated Set of the GRI Standards 2021’ and continues to follow the Sustainability Accounting Standards Board (SASB) Oil & Gas Midstream reporting standards. The materiality assessment leveraged inputs from internal and external stakeholders and supplemental sources, including GRI, SASB, industry associations, agencies, and various sustainability frameworks to identify the Environmental, Social, and Governance (ESG) topics most significant to the Company’s business and stakeholders. The report can be viewed online: Equitrans’ 2023 Corporate Sustainability Report.

“With a vision to be one of North America’s premier midstream services companies, we recognize, and appreciate, that our stakeholders expect us to continue focusing on long-term sustainable performance by managing the ESG factors that matter most,” said Diana M. Charletta, Equitrans’ president and chief operating officer. “We embrace the importance of conducting business in a socially responsible and ethical manner — respecting our employees, communities, and business partners — and we are confident that our continued focus on sustainability creates enterprise value and distinctly positions Equitrans for success in a lower-carbon future.”

Highlights of Equitrans Midstream’s 2023 Corporate Sustainability Report:

  • Adopting a formal Environmental Justice Policy to expand our project outreach efforts beyond regulatory requirements

  • Expanding efforts to reduce methane and GHG emissions, such as converting 10 compressor sites from high-bleed pneumatics to low-bleed or air pneumatics, in addition to the 10 sites converted in 2021

  • Providing corporate local giving donations and Equitrans Midstream Foundation grants totaling more than $1,710,000 to various organizations, the majority of which aligned with select United Nations Sustainability Development Goals

  • Renaming certain Board committees to highlight the Company’s emphasis on sustainability and to better convey oversight of diversity and inclusion and workforce culture initiatives

  • Joining other industry participants, in early 2023, as a founding member of the Appalachian Methane Initiative to further enhance methane monitoring throughout the Basin and facilitate additional methane emission reductions in the region

Looking ahead, the Company is progressing our alignment of our ESG reporting with the Task Force on Climate-related Financial Disclosures (TCFD) framework and is conducting two TCFD risk scenario analyses – physical risk and transition risk – during 2023. Sustainability is an essential component of Equitrans’ social license to operate, requiring continued vigilance, commitment, and an unshakeable focus on its long-term vision to thrive in a lower-carbon future, not only as a company but as a member of the community.

About Equitrans Midstream Corporation

Equitrans Midstream Corporation has a premier asset footprint in the Appalachian Basin and, as the parent company of EQM Midstream Partners, is one of the largest natural gas gatherers in the United States. Through its strategically located infrastructure assets in the Marcellus and Utica regions, Equitrans has an operational focus on gas transmission and storage systems, gas gathering systems, and water services that support natural gas development and production across the Basin. With a rich 140-year history in the energy industry, Equitrans was launched as a standalone company in 2018 with a vision to be the premier midstream services provider in North America. While working to meet America’s growing need for clean-burning energy, Equitrans is proud of its environmental, social, and governance (ESG) practices, striving every day to preserve and protect the environment, provide an engaging workplace for its employees, support and enrich its local communities, and to deliver sustained value for customers and shareholders.

Visit www.equitransmidstream.com; and to learn more about our ESG practices visitEquitrans Sustainability Reporting.

Analyst/Investor inquiries:

Nate Tetlow – Vice President, Corporate Development and Investor Relations

412-553-5834

[email protected]

Media inquiries:

Natalie A. Cox – Communications and Corporate Affairs

[email protected]

KEYWORDS: United States North America Pennsylvania

INDUSTRY KEYWORDS: Professional Services Environmental, Social and Governance (ESG) Environment Oil/Gas Sustainability Energy

MEDIA:

Logo
Logo

CenterPoint Energy Reports Continued Strong Earnings Results, Reiterates 2023 Guidance, and Raises 2023 Capital Plan

CenterPoint Energy Reports Continued Strong Earnings Results, Reiterates 2023 Guidance, and Raises 2023 Capital Plan

  • Reported GAAP earnings of $0.17 per diluted share for Q2 2023
  • Reported non-GAAP earnings per diluted share (“non-GAAP EPS”) of $0.28 for Q2 2023
  • Increased 2023 capital plan by $400 million or more than 11% to $4 billion in 2023 and $43.4B over the 10-year plan through 2030
  • Non-GAAP EPS guidance range for 2023 reaffirmed at $1.48-$1.50, which represents 8% growth over 2022 results at the midpoint; and further reiterated growth targets of 8% for 2024 and the mid-to-high end of 6%-8% annually thereafter, through 20301

HOUSTON–(BUSINESS WIRE)–
CenterPoint Energy, Inc. (NYSE: CNP) or “CenterPoint” today reported income available to common shareholders of $106 million, or $0.17 per diluted share on a GAAP basis for the second quarter of 2023. This income included loss and expense of $74 million, or $0.12 per share, related to the divestiture of Energy Systems Group, LLC. This is compared to $0.28 of diluted EPS for the second quarter of 2022, which included a one-time, $0.03 per share expense associated with the Arkansas and Oklahoma natural gas LDC sale.

Non-GAAP EPS for the second quarter 2023 was $0.28 which, when combined with the $0.50 first quarter 2023 non-GAAP EPS represents more than half of 2023 full-year guidance at the midpoint. The strong second quarter results were predominantly driven by growth and regulatory recovery which contributed $0.07 per share as compared to the second quarter of 2022. This was offset by a combined $0.10 per share attributable to increased interest expense and milder weather.

“We are pleased to report another quarter of continued execution as we strive to deliver sustainable earnings growth each and every year at an industry leading rate through 2030.” said Dave Lesar, CEO of CenterPoint. “This management team continues to execute even during times of continued headwinds from higher interest expense, persistent inflation, and extreme weather events.”

“And, along with this execution, we continue to focus on incremental opportunities to invest in safety, resiliency, and reliability across all our jurisdictions to benefit our customers for many years to come. In this quarter alone, we raised our 2023 capital spending plans by over 11%. We continue to feel confident in our ability to identify opportunities well beyond our remaining $2.6 billion of potential incremental capital.” Lesar added.

_______________________

1 CenterPoint is unable to present a quantitative reconciliation of forward-looking non-GAAP diluted earnings per share without unreasonable effort because changes in the value of ZENS (as defined herein) and related securities, future impairments, and other unusual items are not estimable and are difficult to predict due to various factors outside of management’s control.

Earnings Outlook

Given CenterPoint’s divestiture of its remaining midstream investments during 2022, CenterPoint will be presenting a consolidated non-GAAP EPS guidance range for 2023.

In addition to presenting its financial results in accordance with GAAP, including presentation of income (loss) available to common shareholders and diluted earnings (loss) per share, CenterPoint provides guidance based on non-GAAP income and non-GAAP diluted earnings per share. Generally, a non-GAAP financial measure is a numerical measure of a company’s historical or future financial performance that excludes or includes amounts that are not normally excluded or included in the most directly comparable GAAP financial measure.

Management evaluates CenterPoint’s financial performance in part based on non-GAAP income and non-GAAP earnings per share. Management believes that presenting these non-GAAP financial measures enhances an investor’s understanding of CenterPoint’s overall financial performance by providing them with an additional meaningful and relevant comparison of current and anticipated future results across periods. The adjustments made in these non-GAAP financial measures exclude items that management believes do not most accurately reflect the company’s fundamental business performance. These excluded items are reflected in the reconciliation tables of this news release, where applicable. CenterPoint’s non-GAAP income and non-GAAP diluted earnings per share measures should be considered as a supplement to, and not as a substitute for, or superior to, income available to common shareholders and diluted earnings per share, which respectively are the most directly comparable GAAP financial measures. These non-GAAP financial measures also may be different than non-GAAP financial measures used by other companies.

2023 non-GAAP EPS and non-GAAP EPS guidance range

Beginning in 2022, CenterPoint no longer separated utility and midstream operations and reported on a consolidated non-GAAP EPS basis.

  • 2022 non-GAAP EPS excluded:

    • Earnings or losses from the change in value of ZENS and related securities;

    • Gain and impact, including related expenses, associated with Arkansas and Oklahoma gas LDC sales

    • Income and expense related to ownership and disposal of Energy Transfer common and Series G preferred units, and a corresponding amount of debt related to the units.
  • 2023 non-GAAP EPS and non-GAAP EPS guidance excludes:

    • Earnings or losses from the change in value of ZENS and related securities; and

    • Gain and impact, including related expenses, associated with mergers and divestitures, such as the divestiture of Energy Systems Group, LLC.

In providing 2023 non-GAAP EPS and non-GAAP EPS guidance, CenterPoint does not consider the items noted above and other potential impacts such as changes in accounting standards, impairments, or other unusual items, which could have a material impact on GAAP reported results for the applicable guidance period. The 2023 non-GAAP EPS and non-GAAP EPS guidance range also considers assumptions for certain significant variables that may impact earnings, such as customer growth and usage including normal weather, throughput, recovery of capital invested, effective tax rates, financing activities and related interest rates, and regulatory and judicial proceedings. To the extent actual results deviate from these assumptions, the 2023 non-GAAP EPS guidance range may not be met, or the projected annual non-GAAP EPS growth rate may change. CenterPoint is unable to present a quantitative reconciliation of forward-looking non-GAAP diluted earnings per share without unreasonable effort because changes in the value of ZENS and related securities, future impairments, and other unusual items are not estimable and are difficult to predict due to various factors outside of management’s control.

Reconciliation of Consolidated income (loss) available to common shareholders and diluted earnings (loss) per share (GAAP) to non-GAAP income and non-GAAP diluted earnings per share

 

 

Quarter Ended

June 30, 2023

 

Dollars in millions

 

Diluted EPS (1)

Consolidated income (loss) available to common shareholders and diluted EPS

$

 

 

 

106

 

 

$

 

 

 

0.17

 

 

 

 

 

 

 

ZENS-related mark-to-market (gains) losses:

 

 

 

 

 

 

 

 

 

Equity securities (net of taxes of $6) (2)(3)

 

 

25

 

 

 

 

0.04

 

Indexed debt securities (net of taxes of $7) (2)

 

 

(27)

 

 

 

 

(0.04)

 

 

 

 

 

 

 

 

 

 

 

Impacts associated with mergers and divestitures (net of taxes of $54) (2)(4)

 

 

74

 

 

 

 

0.12

 

 

 

 

 

 

 

 

 

 

 

Consolidated on a non-GAAP basis (5)

$

 

 

 

178

 

 

$

 

 

 

0.28

 

1)

Quarterly diluted EPS on both a GAAP and non-GAAP basis are based on the weighted average number of shares of common stock outstanding during the quarter, and the sum of the quarters may not equal year-to-date diluted EPS.

2)

Taxes are computed based on the impact removing such item would have on tax expense. Taxes related to the operating results of Energy Systems Group for the six months ended June 30, 2023, as well as cash taxes payable and other tax impacts related to the sale of Energy Systems Group in the second quarter of 2023, are excluded from Q2 2023 non-GAAP EPS.

3)

Comprised of common stock of AT&T Inc., Charter Communications, Inc. and Warner Bros. Discovery, Inc.

4)

Includes $4.4 million of pre-tax operating loss for the six months ended June 30, 2023, related to Energy Systems Group, a divested non-regulated business, as well as the $12.4 million loss on sale and approximately $2 million of other indirect transaction related costs associated with the divestiture in the second quarter of 2023.

5)

The calculation on a per-share basis may not add down due to rounding.

Reconciliation of Consolidated income (loss) available to common shareholders and diluted earnings (loss) per share (GAAP) to non-GAAP income and non-GAAP diluted earnings per share

 

 

Quarter Ended

March 31, 2023

 

Dollars in

millions

 

Diluted EPS (1)

Consolidated income (loss) available to common shareholders and diluted EPS

$

 

 

 

313

 

 

$

 

 

 

0.49

 

 

 

 

 

 

 

ZENS-related mark-to-market (gains) losses:

 

 

 

 

 

 

 

 

 

Equity securities (net of taxes of $8) (2)(3)

 

 

(31)

 

 

 

 

(0.05)

 

Indexed debt securities (net of taxes of $8) (2)

 

 

31

 

 

 

 

0.05

 

 

 

 

 

 

 

 

 

 

 

Impacts associated with mergers and divestitures (net of taxes of $1) (2)

 

 

1

 

 

 

 

0.00

 

 

 

 

 

 

 

 

 

 

 

Consolidated on a non-GAAP basis (4)

$

 

 

 

314

 

 

$

 

 

 

0.50

 

1)

Quarterly diluted EPS on both a GAAP and non-GAAP basis are based on the weighted average number of shares of common stock outstanding during the quarter, and the sum of the quarters may not equal year-to-date diluted EPS.

2)

Taxes are computed based on the impact removing such item would have on tax expense.

3)

Comprised of common stock of AT&T Inc., Charter Communications, Inc. and Warner Bros. Discovery, Inc.

4)

The calculation on a per-share basis may not add down due to rounding

Reconciliation of Consolidated income (loss) available to common shareholders and diluted earnings (loss) per share (GAAP) to non-GAAP income and non-GAAP diluted earnings per share

 

 

Year-to-Date Ended

June 30, 2023

 

Dollars in

millions

 

Diluted EPS (1)

Consolidated income (loss) available to common shareholders and diluted EPS

$

 

 

 

419

 

 

$

 

 

 

0.66

 

 

 

 

 

 

 

ZENS-related mark-to-market (gains) losses:

 

 

 

 

 

 

 

 

 

Equity securities (net of taxes of $1) (2)(3)

 

 

(6)

 

 

 

 

(0.01)

 

Indexed debt securities (net of taxes of $1) (2)

 

 

4

 

 

 

 

0.01

 

 

 

 

 

 

 

 

 

 

 

Impacts associated with mergers and divestitures (net of taxes of $55) (2)(4)

 

 

75

 

 

 

 

0.12

 

 

 

 

 

 

 

 

 

 

 

Consolidated on a non-GAAP basis

$

 

 

 

492

 

 

$

 

 

 

0.78

 

1)

Quarterly diluted EPS on both a GAAP and non-GAAP basis are based on the weighted average number of shares of common stock outstanding during the quarter, and the sum of the quarters may not equal year-to-date diluted EPS.

2)

Taxes are computed based on the impact removing such item would have on tax expense. Taxes related to the operating results of Energy Systems Group for the six months ended June 30, 2023, as well as cash taxes payable and other tax impacts related to the sale of Energy Systems Group in the second quarter of 2023, are excluded from Q2 2023 non-GAAP EPS.

3)

Comprised of common stock of AT&T Inc., Charter Communications, Inc. and Warner Bros. Discovery, Inc.

4)

Includes $4.4 million of pre-tax operating loss for the six months ended June 30, 2023 related to Energy Systems Group, a divested non-regulated business, as well as the $12.4 million loss on sale and approximately $2 million of other indirect transaction related costs associated with the divestiture in the second quarter of 2023.

Reconciliation of Consolidated income (loss) available to common shareholders and diluted earnings (loss) per share (GAAP) to non-GAAP income and non-GAAP diluted earnings per share

 

 

Quarter Ended

June 30, 2022

 

Dollars in

millions

 

Diluted EPS (1)

Consolidated income (loss) available to common shareholders and diluted EPS

$

 

 

 

179

 

 

$

 

 

 

0.28

 

 

 

 

 

 

 

ZENS-related mark-to-market (gains) losses:

 

 

 

 

 

 

 

 

 

Equity securities (net of taxes of $13) (2)(3)

 

 

49

 

 

 

 

0.08

 

Indexed debt securities (net of taxes of $14) (2)

 

 

(52)

 

 

 

 

(0.08)

 

 

 

 

 

 

 

 

 

 

 

Midstream-related earnings (net of taxes of $0) (2)(4)

 

 

(1)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Impacts associated with mergers and divestitures (net of taxes of $16) (2)

 

 

19

 

 

 

 

0.03

 

 

 

 

 

 

 

 

 

 

 

Consolidated on a non-GAAP basis

$

 

 

 

194

 

 

$

 

 

 

0.31

 

1)

Quarterly diluted EPS on both a GAAP and non-GAAP basis are based on the weighted average number of shares of common stock outstanding during the quarter, and the sum of the quarters may not equal year-to-date diluted EPS.

2)

Taxes are computed based on the impact removing such item would have on tax expense.

3)

Comprised of common stock of AT&T Inc., Charter Communications, Inc., and Warner Bros. Discovery, Inc.

4)

Includes earnings and expenses related to ownership and disposal of Energy Transfer units, a corresponding amount of debt related to the units and an allocation of associated corporate overhead.

Quarter Ended

March 31, 2022

 

Dollars in

millions

 

Diluted EPS (1)

Consolidated income (loss) available to common shareholders and diluted EPS

$

 

 

 

518

 

 

$

 

 

 

0.82

 

 

 

 

 

 

 

ZENS-related mark-to-market (gains) losses:

 

 

 

 

 

 

 

 

 

Equity securities (net of taxes of $22) (2)(3)

 

 

81

 

 

 

 

0.13

 

Indexed debt securities (net of taxes of $22) (2)

 

 

(83)

 

 

 

 

(0.13)

 

 

 

 

 

 

 

 

 

 

 

Midstream-related earnings (net of taxes of $10) (2)(4)

 

 

(32)

 

 

 

 

(0.05)

 

 

 

 

 

 

 

 

 

 

 

Impacts associated with mergers and divestitures (net of taxes of $112) (2)

 

 

(189)

 

 

 

 

(0.30)

 

 

 

 

 

 

 

 

 

 

 

Consolidated on a non-GAAP basis

$

 

 

 

295

 

 

$

 

 

 

0.47

 

1)

Quarterly diluted EPS on both a GAAP and non-GAAP basis are based on the weighted average number of shares of common stock outstanding during the quarter, and the sum of the quarters may not equal year-to-date diluted EPS.

2)

Taxes are computed based on the impact removing such item would have on tax expense.

3)

Comprised of common stock of AT&T Inc. and Charter Communications, Inc. (as of March 31, 2022)

4)

Includes earnings and expenses related to ownership and disposal of Energy Transfer units, a corresponding amount of debt related to the units and an allocation of associated corporate overhead. Includes costs associated with early extinguishment of $600 million debt at CenterPoint Energy, Inc. of approximately $35 million, net of taxes.

Reconciliation of Consolidated income (loss) available to common shareholders and diluted earnings (loss) per share (GAAP) to non-GAAP income and non-GAAP diluted earnings per share

 

 

Year-to-Date Ended

June 30, 2022

 

Dollars in

millions

 

Diluted EPS (1)

Consolidated income (loss) available to common shareholders and diluted EPS

$

 

 

 

697

 

 

$

 

 

 

1.10

 

 

 

 

 

 

 

ZENS-related mark-to-market (gains) losses:

 

 

 

 

 

 

 

 

 

Equity securities (net of taxes of $34) (2)(3)

 

 

130

 

 

 

 

0.21

 

Indexed debt securities (net of taxes of $36) (2)

 

 

(135)

 

 

 

 

(0.21)

 

 

 

 

 

 

 

 

 

 

 

Midstream-related earnings (net of taxes of $10) (2)(4)

 

 

(33)

 

 

 

 

(0.05)

 

 

 

 

 

 

 

 

 

 

 

Impacts associated with mergers and divestitures (net of taxes of $128) (2)

 

 

(170)

 

 

 

 

(0.27)

 

 

 

 

 

 

 

 

 

 

 

Consolidated on a non-GAAP basis

$

 

 

 

489

 

 

$

 

 

 

0.78

 

1)

Quarterly diluted EPS on both a GAAP and non-GAAP basis are based on the weighted average number of shares of common stock outstanding during the quarter, and the sum of the quarters may not equal year-to-date diluted EPS.

2)

Taxes are computed based on the impact removing such item would have on tax expense.

3)

Comprised of common stock of AT&T Inc., Charter Communications, Inc., and Warner Bros. Discovery, Inc.

4)

Includes earnings and expenses related to ownership and disposal of Energy Transfer units, a corresponding amount of debt related to the units and an allocation of associated corporate overhead. Includes costs associated with early extinguishment of $600 million debt at CenterPoint Energy, Inc. of approximately $35 million, net of taxes.

Filing of Form 10-Q for CenterPoint Energy, Inc.

Today, CenterPoint Energy, Inc. filed with the Securities and Exchange Commission (SEC) its Quarterly Report on Form 10-Q for the quarter ended June 30, 2023. A copy of that report is available on the company’s website, under the Investors section. Investors and others should note that we may announce material information using SEC filings, press releases, public conference calls, webcasts, and the Investor Relations page of our website. In the future, we will continue to use these channels to distribute material information about the company and to communicate important information about the company, key personnel, corporate initiatives, regulatory updates, and other matters. Information that we post on our website could be deemed material; therefore, we encourage investors, the media, our customers, business partners and others interested in our company to review the information we post on our website.

Webcast of Earnings Conference Call

CenterPoint’s management will host an earnings conference call on July 27, 2023, at 7:00 a.m. Central time / 8:00 a.m. Eastern time. Interested parties may listen to a live audio broadcast of the conference call on the company’s website under the Investors section. A replay of the call can be accessed approximately two hours after the completion of the call and will be archived on the website for at least one year.

About CenterPoint Energy, Inc.

As the only investor owned electric and gas utility based in Texas, CenterPoint Energy, Inc. (NYSE: CNP) is an energy delivery company with electric transmission and distribution, power generation and natural gas distribution operations that serve more than 7 million metered customers in Indiana, Louisiana, Minnesota, Mississippi, Ohio and Texas. As of June 30, 2023, the company owned approximately $38 billion in assets. With approximately 9,000 employees, CenterPoint Energy and its predecessor companies have been in business for more than 150 years. For more information, visit CenterPointEnergy.com.

Forward-looking Statements

This news release includes, and the earnings conference call will include forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. When used in this news release, the words “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “forecast,” “goal,” “intend,” “may,” “objective,” “plan,” “potential,” “predict,” “projection,” “should,” “target,” “will” or other similar words are intended to identify forward-looking statements. These forward-looking statements are based upon assumptions of management which are believed to be reasonable at the time made and are subject to significant risks and uncertainties. Actual events and results may differ materially from those expressed or implied by these forward-looking statements. Examples of forward-looking statements in this news release or on the earnings conference call include statements regarding capital investments (including with respect to incremental capital opportunities, deployment of capital, and renewables projects), the timing of and projections for upcoming rate cases for CenterPoint and its subsidiaries, the timing and extent of CenterPoint’s recovery, including with regards to its generation transition plans and projects, mobile generation spend, projects included in CenterPoint’s Natural Gas Innovation Plan, and projects included under its 10-year capital plan, the extent of anticipated benefits from new legislation, future earnings and guidance, including long-term growth rate, customer charges, operations and maintenance expense reductions, financing plans (including the timing of any future equity issuances, securitization, credit metrics and parent level debt), the timing and anticipated benefits of our generation transition plan, including our exit from coal and our 10-year capital plan, ZENS and impacts of the maturity of ZENS, tax planning opportunities (such as any potential use of the repairs expense deduction), future financial performance and results of operations, including with respect to regulatory actions and recoverability of capital investments, customer rate affordability, value creation, opportunities and expectations, expected customer growth, ESG strategy, including our net zero and carbon emissions reduction goals, and any other statements that are not historical facts are forward-looking statements. Each forward-looking statement contained in this news release or discussed on the earnings conference call speaks only as of the date of this release or the earnings conference call.

Important factors that could cause actual results to differ materially from those indicated by the provided forward-looking information include, but are not limited to, risks and uncertainties relating to: (1) CenterPoint’s business strategies and strategic initiatives, restructurings, including the internal restructuring of certain subsidiaries, joint ventures and acquisitions or dispositions of assets or businesses, including the completed sales of our Natural Gas businesses in Arkansas and Oklahoma, and Energy Systems Group, LLC, and the exit from midstream, which we cannot assure you will have the anticipated benefits to us; (2) industrial, commercial and residential growth in CenterPoint’s service territories and changes in market demand; (3) CenterPoint’s ability to fund and invest planned capital, and the timely recovery of its investments; (4) financial market and general economic conditions, including access to debt and equity capital and inflation, interest rates and instability of banking institutions, and their effect on sales, prices and costs; (5) continued disruptions to the global supply chain and increases in commodity prices; (6) actions by credit rating agencies, including any potential downgrades to credit ratings; (7) the timing and impact of regulatory proceedings and actions and legal proceedings, including those related to Houston Electric’s mobile generation and the February 2021 winter storm event; (8) legislative decisions, including tax and developments related to the environment such as global climate change, air emissions, carbon, waste water discharges and the handling of coal combustion residuals, among others, and CenterPoint’s net zero and carbon emissions reduction goals; (9) the impact of pandemics, including the COVID-19 pandemic; (10) the recording of impairment charges; (11) weather variations and CenterPoint’s ability to mitigate weather impacts, including the approval and timing of securitization issuances; (12) changes in business plans; (13) CenterPoint’s ability to execute on its initiatives, targets and goals, including its net zero and carbon emissions reduction goals and operations and maintenance goals; and (14) other factors discussed CenterPoint’s Annual Report on Form 10-K for the fiscal year ended December 31, 2022 and CenterPoint’s Quarterly Reports on Form 10-Q for the quarters ended March 31, 2023, and June 30, 2023, including in the “Risk Factors” and “Cautionary Statement Regarding Forward-Looking Information” sections of such reports, and other reports CenterPoint or its subsidiaries may file from time to time with the Securities and Exchange Commission.

Media:

Communications

[email protected]

Investors:

Jackie Richert / Ben Vallejo

Phone 713.207.6500

KEYWORDS: Texas United States North America

INDUSTRY KEYWORDS: Utilities Energy

MEDIA:

Logo
Logo

Brunswick Corporation Releases Second Quarter 2023 Earnings

METTAWA, Ill., July 27, 2023 (GLOBE NEWSWIRE) — Brunswick Corporation (NYSE: BC), today, released its second quarter 2023 financial results.  A complete and full-text financial results press release is available on the Company’s website at https://ir.brunswick.com.  The results will also be available on the SEC’s website with the Form 8-K filing of the release at http://goo.gl/wJQN1.

The Company will hold a conference call at 10 a.m. CDT/ 11 a.m. EDT, today, July 27, 2023, hosted by David M. Foulkes, chief executive officer, Ryan M. Gwillim, executive vice president and chief financial officer and Neha Clark, senior vice president, enterprise finance.  A copy of the presentation to be used on this call will be available when the results are released as noted above. 

Security analysts and investors wishing to participate via telephone should call 877-900-9524 (No Password Needed).  Callers outside of North America should call 412-902-0029 (No Password Needed) to be connected.  These numbers can be accessed 15 minutes before the call begins, as well as during the call.

To listen via the Internet, go to www.brunswick.com/investors. Please go to the website at least 15 minutes before the call to register, download and install any needed audio software.

A replay of the conference call will be available through 1pm CDT August 3, 2023, by calling 877-660-6853 or 201-612-7415 (Access ID: 13739782).  The replay also will be available at   www.brunswick.com/investors.

About Brunswick Corporation:

Brunswick Corporation (NYSE: BC) is the global leader in marine recreation, delivering innovation that transforms experiences on the water and beyond.  Our unique, technology-driven solutions are informed and inspired by deep consumer insights and powered by our belief that “Next Never Rests™”. Brunswick is dedicated to industry leadership, to being the best and most trusted partner to our many customers, and to building synergies and ecosystems that enable us to challenge convention and define the future. Brunswick is home to more than 60 industry-leading brands. In the category of Marine Propulsion, these brands include, Mercury Marine, Mercury Racing and MerCruiser. Brunswick’s comprehensive collection of parts, accessories, distribution, and technology brands includes Mercury Engine Parts & Accessories, BLA and Land ‘N’ Sea. Our Navico Group and its industry-leading technology brands consist of Lowrance, Simrad, B&G, Mastervolt, RELiON, Attwood and Whale. Our Boat brands are some of the best known in the world, including Boston Whaler, Lund, Sea Ray, Bayliner, Harris Pontoons, Princecraft and Quicksilver. In addition, our service, digital and shared-access businesses include Freedom Boat Club, Boateka and a range of financing, insurance, and extended warranty businesses. While focused primarily on the marine industry, Brunswick also successfully leverages its portfolio of advanced technologies to deliver an exceptional suite of solutions in mobile and industrial applications.  Headquartered in Mettawa, IL, Brunswick has approximately 19,000 employees operating in 27 countries. In 2022, Brunswick was named by Forbes as a World’s Best Employer and as one of America’s Most Responsible Companies by Newsweek, both for the third consecutive year. For more information, visit www.Brunswick.com.

Forward-Looking Statements

Certain statements in this news release are forward-looking statements as defined in the Private Securities Litigation Reform Act of 1995. Forward-looking statements are based on current expectations, estimates, and projections about Brunswick’s business and by their nature address matters that are, to different degrees, uncertain. Words such as “may,” “could,” “should,” “expect,” “anticipate,” “project,” “position,” “intend,” “target,” “plan,” “seek,” “estimate,” “believe,” “predict,” “outlook,” and similar expressions are intended to identify forward-looking statements. Forward-looking statements are not guarantees of future performance and involve certain risks and uncertainties that may cause actual results to differ materially from expectations as of the date of this news release. These risks include, but are not limited to: the effect of adverse general economic conditions, including the amount of disposable income consumers have available for discretionary spending; changes in currency exchange rates; fiscal and monetary policy changes; higher energy and fuel costs; competitive pricing pressures; adverse capital market conditions; actual or anticipated increases in costs, disruptions of supply, or defects in raw materials, parts, or components we purchase from third parties; supplier manufacturing constraints, increased demand for shipping carriers, and transportation disruptions; managing our manufacturing footprint; international business risks, geopolitical tensions or conflicts, sanctions, embargoes, or other regulations; public health emergencies or pandemics, such as the coronavirus (COVID-19) pandemic; adverse weather conditions, climate change events and other catastrophic event risks; our ability to develop new and innovative products and services at a competitive price; loss of key customers; our ability to meet demand in a rapidly changing environment; absorbing fixed costs in production; risks associated with joint ventures that do not operate solely for our benefit; our ability to integrate acquisitions, including Navico, and the risk for associated disruption to our business; our ability to successfully implement our strategic plan and growth initiatives; attracting and retaining skilled labor, implementing succession plans for key leadership, and executing organizational and leadership changes; our ability to identify, complete, and integrate targeted acquisitions; the risk that restructuring or strategic divestitures will not provide business benefits; maintaining effective distribution; dealers and customers being able to access adequate financing; requirements for us to repurchase inventory; inventory reductions by dealers, retailers, or independent boat builders; risks related to the Freedom Boat Club franchise business model; outages, breaches, or other cybersecurity events regarding our technology systems, which have affected and could further affect manufacturing and business operations and could result in lost or stolen information and associated remediation costs; our ability to protect our brands and intellectual property; changes to U.S. trade policy and tariffs; any impairment to the value of goodwill and other assets; product liability, warranty, and other claims risks; legal, environmental, and other regulatory compliance, including increased costs, fines, and reputational risks; changes in income tax legislation or enforcement; managing our share repurchases; and risks associated with certain divisive shareholder activist actions.

Additional risk factors are included in the Company’s Annual Report on Form 10-K for 2022 and in subsequent Quarterly Reports on Form 10-Q. Forward-looking statements speak only as of the date on which they are made, and Brunswick does not undertake any obligation to update them to reflect events or circumstances after the date of this news release.



Lee
Gordon —
Vice President – Corporate Communications, Public Relations & Public Affairs
M: (904) 860-8848 | O: (847) 735-4003

Escalade Reports Second Quarter 2023 and Year to Date 2023 Results

EVANSVILLE, Ind., July 27, 2023 (GLOBE NEWSWIRE) — Escalade, Inc. (NASDAQ: ESCA, or the “Company”), a leading manufacturer and distributor of sporting goods and indoor/outdoor recreational equipment, today announced second quarter and year to date results for 2023.

SECOND QUARTER 2023

(As compared to the second quarter 2022)

  • Net sales were $67.8 million, a decline of 28.2%
  • Operating income was $6.3 million, 23.6% below 2022
  • EBITDA totaled $7.7 million, a decline of 25.9%
  • Net income of $3.6 million, or $0.26 per diluted share, a decline of $2.0 million
  • Cash provided by operations of $8.4 million, an increase of $5.9 million

TWO QUARTERS ENDED JUNE 30, 2023

(As compared to the first half 2022)

  • Net sales decreased 25.2% to $124.7 million
  • Gross margin declined 410 basis points, to 22.2%
  • Operating income decreased 62.8% to $6.4 million
  • Net income of $2.7 million, or $0.20 per diluted share vs. $12.3 million, or $0.91 per diluted share for 2022
  • Cash provided by operations of $12.9 million vs. cash used of $0.3 million

For the second quarter ended June 30, 2023, Escalade reported net income of $3.6 million, or $0.26 per diluted share, versus net income of $5.7 million, or $0.42 per diluted share for the second quarter in 2022. Total net sales declined 28.2% on a year-over-year basis in the second quarter, due to a combination of reduced post-pandemic consumer demand across most product categories, together with 21 fewer days in the Company’s new reporting calendar, when compared to the year-ago period. Excluding the impact of the change in the Company’s reporting calendar, sales declined 9.5% on a year-over-year basis.

For the two quarters ended June 30, 2023, Escalade reported net income of $2.7 million, or $0.20 per diluted share, versus $12.3 million, or $0.91 per diluted share for the first half of 2022. Total net sales declined 25.2% on a year-over-year basis in the first half of 2023 due mainly to reduced post-pandemic demand, particularly in our archery, basketball, and indoor/outdoor games categories as well as excess inventory levels in the retail channel.

Escalade reported second quarter gross margin of 24.6%, a decline of 50 basis points versus the prior-year quarter, primarily driven by higher-cost inventory, elevated inventory storage and handling costs, and lower operating leverage on a comparably lower revenue base partially offset by improved margins in several categories and expense reductions implemented through the second quarter.

The Company generated $8.4 million of cash flow from operations in the second quarter 2023, compared to $2.5 million for the same quarter in 2022. Earnings before interest, taxes, depreciation, and amortization (“EBITDA”) declined 25.9% to $7.7 million in the second quarter 2023, versus $10.3 million in the prior-year period.

As of June 30, 2023, the Company had total cash and equivalents of $0.6 million, together with $42.4 million of availability on its senior secured revolving credit facility maturing in 2027. At the end of the second quarter 2023, net debt (total debt less cash) was 4.0x trailing twelve-month EBITDA.

Escalade’s Board of Directors has declared a quarterly dividend of $0.15 per share of common stock. The dividend is payable on September 5, 2023 to all shareholders of record at the close of business on August 29, 2023.

Effective January 1, 2023, Escalade transitioned to a conventional twelve-month reporting calendar. The second quarter 2023 had 91 operating days, versus 112 days in the prior year period. Please see the accompanying table in our footnotes for a comparison of the days in each quarter for 2022 and 2023.

MANAGEMENT COMMENTARY

“Recovering from a challenging start to the year and our disappointing first quarter, I am proud that our team demonstrated resilience and delivered strong second quarter results highlighted by substantial growth in cash provided by operations, significant inventory and long-term debt reductions, EBITDA margin expansion, thoughtful expense reductions, and a return to profitability,” stated Walter P. Glazer, Jr., President and CEO of Escalade. “While US retail sales of sporting goods are soft and consumer confidence remains dampened by inflationary headwinds, higher interest rates and a mixed employment outlook, we believe our diverse portfolio of leading recreational brands will continue to resonate with consumers. As we look into the second half of the year, we anticipate continued normalization of wholesale channel inventories which should position us to capitalize on restocking opportunities with our retail partners as we move into the holiday season. Continuing with our strategic direction, we remain highly focused on a combination of cost control, improved working capital management, and balance sheet optimization including the divestiture of our owned facility in Rosarito, Mexico.”

“Sales strengthened relative to our first quarter as we continued to gain momentum through the second quarter,” continued Glazer. “Notably, direct to consumer (DTC) sales have continued to accelerate, with DTC sales up more than 60% versus the comparable April to June period in 2022, driven by a combination of effective marketing campaigns and successful new product launches. In the second quarter, we also continued with strong sales growth in the pickleball category versus year-ago second quarter, despite 19% fewer days this year, driven by growing consumer demand for our Onix brand and leading assortment of innovative paddles, balls, and accessories.”

“Second quarter gross margin declined on a year-over-year basis, but improved significantly compared to the first quarter, due to expense reductions, factory absorption, price discipline, and a more favorable product mix,” continued Glazer. “Looking to the second half of the year, we anticipate margin expansion opportunities as we expect to continue those favorable trends from the second quarter and work through our higher-cost inventory.”

“We remain highly focused on reducing net leverage to within our targeted range of 1.5x to 2.5x,” stated Glazer. “Over the near-term, we will prioritize debt reduction, consistent with our previously stated strategy. During the second half of the year, we expect to materially reduce inventory levels, while closely managing our capital expenditures, thereby positioning us to further reduce net leverage and maintain our stable quarterly cash dividend while supporting our customers and continuing to build our market-leading portfolio of high-quality and beloved brands for our loyal consumer base.”

CONFERENCE CALL

A conference call will be held Thursday, July 27, 2023, at 11:00 a.m. ET to review the Company’s financial results, discuss recent events and conduct a question-and-answer session.

A webcast of the conference call and accompanying presentation materials will be available in the Investor Relations section of Escalade’s website at www.escaladeinc.com. To listen to a live broadcast, go to the site at least 15 minutes prior to the scheduled start time in order to register, download, and install any necessary audio software.

To participate in the live teleconference:

Domestic Live:   1-877-407-0792
International Live:     1-201-689-8263
   

To listen to a replay of the teleconference, which subsequently will be available through August 10, 2023:

Domestic Replay: 1-844-512-2921
International Replay: 1-412-317-6671
Conference ID: 13740128
   

USE OF NON-GAAP FINANCIAL MEASURES

In addition to disclosing financial statements in accordance with U.S. generally accepted accounting principles (“GAAP”), this release contains the non-GAAP financial measure known as “EBITDA.” A reconciliation of this non-GAAP financial measure is contained at the end of this press release. EBITDA is a non-GAAP financial measure that Escalade uses to facilitate comparisons of operating performance across periods. Escalade believes the disclosure of EBITDA provides useful information to investors regarding its financial condition and results of operations. Non-GAAP measures should be viewed as a supplement to and not a substitute for the Company’s U.S. GAAP measures of performance and the financial results calculated in accordance with U.S. GAAP and reconciliations from these results should be carefully evaluated. Non-GAAP measures have limitations as an analytical tool and should not be considered in isolation or in lieu of an analysis of the Company’s results as reported under U.S. GAAP and should be evaluated only on a supplementary basis.

ABOUT ESCALADE

Founded in 1922, and headquartered in Evansville, Indiana, Escalade designs, manufactures, and sells sporting goods, fitness, and indoor/outdoor recreation equipment.  Our mission is to connect family and friends creating lasting memories. Leaders in our respective categories, Escalade’s brands include Brunswick Billiards®; STIGA® table tennis; Accudart®; RAVE Sports® water recreation; Victory Tailgate® custom games; Onix® pickleball; Goalrilla™ basketball; Lifeline® fitness; Woodplay® playsets; and Bear® Archery. Escalade’s products are available online and at leading retailers nationwide. For more information about Escalade’s many brands, history, financials, and governance please visit www.escaladeinc.com.

INVESTOR RELATIONS CONTACT

Patrick Griffin
Vice President – Corporate Development & Investor Relations
812-467-1358

FORWARD-LOOKING STATEMENTS 

This report contains forward-looking statements relating to present or future trends or factors that are subject to risks and uncertainties. These risks include, but are not limited to: specific and overall impacts of the COVID-19 global pandemic on Escalade’s financial condition and results of operations; the impact of competitive products and pricing; product demand and market acceptance; new product development; Escalade’s ability to achieve its business objectives; Escalade’s ability to successfully achieve the anticipated results of strategic transactions, including the integration of the operations of acquired assets and businesses and of divestitures or discontinuances of certain operations, assets, brands, and products; the continuation and development of key customer, supplier, licensing and other business relationships; Escalade’s ability to develop and implement our own direct to consumer e-commerce distribution channel; Escalade’s ability to successfully negotiate the shifting retail environment and changes in consumer buying habits; the financial health of our customers; disruptions or delays in our business operations, including without limitation disruptions or delays in our supply chain, arising from political unrest, war, labor strikes, natural disasters, public health crises such as the coronavirus pandemic, and other events and circumstances beyond our control; Escalade’s ability to control costs; Escalade’s ability to successfully implement actions to lessen the potential impacts of tariffs and other trade restrictions applicable to our products and raw materials, including impacts on the costs of producing our goods, importing products and materials into our markets for sale, and on the pricing of our products; general economic conditions, including inflationary pressures; fluctuation in operating results; changes in foreign currency exchange rates; changes in the securities markets; continued listing of the Company’s common stock on the NASDAQ Global Market; the Company’s inclusion or exclusion from certain market indices; Escalade’s ability to obtain financing and to maintain compliance with the terms of such financing; the availability, integration and effective operation of information systems and other technology, and the potential interruption of such systems or technology; the potential impact of actual or perceived defects in, or safety of, our products, including any impact of product recalls or legal or regulatory claims, proceedings or investigations involving our products; risks related to data security of privacy breaches; the potential impact of regulatory claims, proceedings or investigations involving our products; and other risks detailed from time to time in Escalade’s filings with the Securities and Exchange Commission. Escalade’s future financial performance could differ materially from the expectations of management contained herein. Escalade undertakes no obligation to release revisions to these forward-looking statements after the date of this report.

Escalade, Incorporated and Subsidiaries
Consolidated Statements of Operations
(Unaudited, In Thousands Except Per Share Data)
 
  Second Quarter Ended   Two Quarters Ended
All Amounts in Thousands Except Per Share Data June 30, 2023   July 9, 2022   June 30, 2023   July 9, 2022
               
Net sales $ 67,771     $ 94,337     $ 124,702     $ 166,717  
               
Costs and Expenses              
Cost of products sold   51,124       70,613       97,003       122,874  
Selling, administrative and general expenses   9,769       14,680       20,052       25,206  
Amortization   620       855       1,240       1,425  
               
Operating Income   6,258       8,189       6,407       17,212  
               
Other Income (Expense)              
Interest expense   (1,580 )     (948 )     (2,955 )     (1,508 )
Other income   7       29       25       72  
               
Income Before Income Taxes   4,685       7,270       3,477       15,776  
               
Provision for Income Taxes   1,043       1,597       787       3,449  
               
Net Income $ 3,642     $ 5,673     $ 2,690     $ 12,327  
               
Earnings Per Share Data:              
Basic earnings per share $ 0.27     $ 0.42     $ 0.20     $ 0.91  
Diluted earnings per share $ 0.26     $ 0.42     $ 0.20     $ 0.91  
               
Dividends declared $ 0.15     $ 0.15     $ 0.30     $ 0.30  
               

Consolidated Balance Sheets
(Unaudited, In Thousands)
 
All Amounts in Thousands Except Share Information June 30,
2023
December 31, 2022 July 9,
2022
  (Unaudited) (Audited) (Unaudited)
ASSETS      
Current Assets:      
Cash and cash equivalents $ 577 $ 3,967 $ 6,195
Receivables, less allowance of $355; $492; and $726; respectively   54,975   57,419   60,011
Inventories   111,676   121,870   130,246
Prepaid expenses   3,925   4,942   7,263
Prepaid income tax   1,518     621
TOTAL CURRENT ASSETS   172,671   188,198   204,336
       
Property, plant and equipment, net   24,261   24,751   28,344
Assets held for sale   2,823   2,823  
Operating lease right-of-use assets   8,669   9,100   9,318
Intangible assets, net   29,880   31,120   35,353
Goodwill   42,326   42,326   39,226
Other assets   455   400   275
TOTAL ASSETS $ 281,085 $ 298,718 $ 316,852
       
LIABILITIES AND STOCKHOLDERS’ EQUITY      
Current Liabilities:      
Current portion of long-term debt $ 7,143 $ 7,143 $ 7,143
Trade accounts payable   14,680   9,414   24,650
Accrued liabilities   9,897   21,320   20,483
Income tax payable     71  
Current operating lease liabilities   1,002   993   676
TOTAL CURRENT LIABILITIES   32,722   38,941   52,952
       
Other Liabilities:      
Long-term debt   76,809   87,738   94,040
Deferred income tax liability   4,516   4,516   4,759
Operating lease liabilities   8,222   8,641   8,660
Other liabilities   407   407   448
TOTAL LIABILITIES   122,676   140,243   160,859
       
Stockholders’ Equity:      
Preferred stock:      
Authorized 1,000,000 shares; no par value, none issued      
Common stock:      
Authorized 30,000,000 shares; no par value, issued and outstanding – 13,736,800; 13,594,407; and 13,590,407; shares respectively  

13,737

 

13,594

 

13,590

Retained earnings   144,672   144,881   142,403
TOTAL STOCKHOLDERS’ EQUITY   158,409   158,475   155,993
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY $ 281,085 $ 298,718 $ 316,852
             

Reconciliation of GAAP Net Income to Non-GAAP EBITDA
(Unaudited, In Thousands)
 
  Second Quarter Ended   Two Quarters Ended
All Amounts in Thousands June 30, 2023   July 9, 2022   June 30, 2023   July 9, 2022
               
Net Income (GAAP) $ 3,642   $ 5,673   $ 2,690   $ 12,327
               
Interest expense   1,580     948     2,955     1,508
Income tax expense   1,043     1,597     787     3,449
Depreciation and amortization   1,402     2,130     2,798     3,603
               
EBITDA (Non-GAAP) $ 7,667   $ 10,348   $ 9,230   $ 20,887
               

Comparison of Fiscal Calendar Days for 2023 and 2022 Quarters
       
  2023 Days   2022 Days
       
First Fiscal Quarter 90   84
Second Fiscal Quarter 91   112
Third Fiscal Quarter 92   84
Fourth Fiscal Quarter 92   91
Total Days 365   371
       



Liquidia Submits Amendment to Add PH-ILD Indication to Tentatively Approved NDA for YUTREPIA™ (treprostinil) Inhalation Powder

  • No new clinical data is required to add PH-ILD indication as per FDA correspondence
  • Recertified that YUTREPIA does not infringe any valid patents listed in the Orange Book for Tyvaso
  • Preparing for potential launch of YUTREPIA between end of 2023 to mid-2024

MORRISVILLE, N.C., July 27, 2023 (GLOBE NEWSWIRE) — Liquidia Corporation (NASDAQ: LQDA) announced today the submission of an amendment to the tentatively approved new drug application (NDA) for YUTREPIA™ (treprostinil) inhalation powder to add the treatment of pulmonary hypertension associated with interstitial lung disease (PH-ILD). The U.S. Food and Drug Administration (FDA) has previously confirmed in writing that the addition of the PH-ILD indication will not require any new clinical information. Upon acceptance of the amendment, the FDA will confirm the type of resubmission as Class 1 or Class 2. If approved by FDA, YUTREPIA would be indicated for the treatment of both PH-ILD and pulmonary arterial hypertension (PAH). The FDA can grant final approval of the PH-ILD indication in the YUTREPIA label after the new clinical investigation exclusivity granted to Tyvaso® expires on March 31, 2024.

Concurrent with the amendment, Liquidia recertified under 21 U.S.C. 355(b)(2)(A)(iv), also referred to as paragraph IV certification, that the patents listed for Tyvaso® in the FDA’s publication of Approved Drug Products with Therapeutic Equivalence Evaluations, commonly known as the Orange Book, are invalid and/or not infringed by YUTREPIA. All Orange Book patents previously asserted by United Therapeutics have already been found to be invalid or not-infringed as decided by U.S. District Court, confirmed on appeal, or by the Patent Trial and Appeal Board (PTAB), pending appeal.

Dr. Roger Jeffs, Chief Executive Officer of Liquidia, said: “We have submitted this request to ensure that patients may access YUTREPIA for both the PAH and PH-ILD indications as soon as possible. We continue to hear from the community that alternative inhaled products are needed, especially for those patients who may benefit from a low resistance dry powder inhaler that can be easily titrated to optimal therapeutic effect like YUTREPIA. This feedback reinforces our undeterred commitment to deliver on the full potential of YUTREPIA to improve patients’ lives.”

About YUTREPIA™(treprostinil) inhalation powder

YUTREPIA is an investigational, inhaled dry powder formulation of treprostinil delivered through a convenient, low-resistance, palm-sized device. On November 5, 2021, the FDA issued a tentative approval for YUTREPIA, which is indicated for the treatment of pulmonary arterial hypertension (PAH) to improve exercise ability in adult patients with New York Heart Association (NYHA) Functional Class II-III symptoms. The FDA has confirmed that YUTREPIA may add the indication to treat pulmonary hypertension with interstitial lung disease (PH-ILD) without additional clinical studies. YUTREPIA was designed using Liquidia’s PRINT® technology, which enables the development of drug particles that are precise and uniform in size, shape, and composition, and that are engineered for enhanced deposition in the lung following oral inhalation. Liquidia has completed INSPIRE, or Investigation of the Safety and Pharmacology of Dry Powder Inhalation of Treprostinil, an open-label, multi-center phase 3 clinical study of YUTREPIA in patients diagnosed with PAH who are naïve to inhaled treprostinil or who are transitioning from Tyvaso® (nebulized treprostinil). YUTREPIA was previously referred to as LIQ861 in investigational studies.

About pulmonary arterial hypertension (PAH)

Pulmonary arterial hypertension (PAH) is a rare, chronic, progressive disease caused by hardening and narrowing of the pulmonary arteries that can lead to right heart failure and eventually death. Currently, an estimated 45,000 patients are diagnosed and treated in the United States. There is currently no cure for PAH, so the goals of existing treatments are to alleviate symptoms, maintain or improve functional class, delay disease progression, and improve quality of life.

About pulmonary hypertension associated with interstitial lung disease (PH-ILD)

Pulmonary hypertension (PH) associated with interstitial lung disease (ILD) includes a diverse collection of up to 150 different pulmonary diseases, including interstitial pulmonary fibrosis, chronic hypersensitivity pneumonitis, connective tissue disease related ILD, and chronic pulmonary fibrosis with emphysema (CPFE) among others. Any level of PH in ILD patients is associated with poor 3-year survival. A current estimate of PH-ILD prevalence in the United States is greater than 60,000 patients, though population growth in many of these underlying ILD diseases is not yet known due to factors including underdiagnosis and lack of approved treatments until March 2021, when inhaled treprostinil was first approved for this indication.

About Liquidia Corporation

Liquidia Corporation is a biopharmaceutical company focused on the development and commercialization of products in pulmonary hypertension and other applications of its PRINT® Technology. The company operates through its two wholly owned subsidiaries, Liquidia Technologies, Inc. and Liquidia PAH, LLC. Liquidia Technologies has developed YUTREPIA™ (treprostinil) inhalation powder for the treatment of pulmonary arterial hypertension (PAH) and pulmonary hypertension associated with interstitial lung disease (PH-ILD). Liquidia Technologies is also developing L606, an investigational liposomal formulation of treprostinil administered twice-daily with a short-duration next-generation nebulizer, for use in North America. Liquidia PAH provides the commercialization for pharmaceutical products to treat pulmonary disease, such as generic Treprostinil Injection. For more information, please visit www.liquidia.com.

Tyvaso® is a registered trademarks of United Therapeutics Corporation.

Cautionary Statements Regarding Forward-Looking Statements

This press release may include forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. All statements contained in this press release other than statements of historical facts, including statements regarding our future results of operations and financial position, our strategic and financial initiatives, our business strategy and plans and our objectives for future operations, are forward-looking statements. Such forward-looking statements, including statements regarding clinical trials, clinical studies and other clinical work (including the funding therefor, anticipated patient enrollment, safety data, study data, trial outcomes, timing or associated costs), regulatory applications and related submission contents and timelines, including the potential for final FDA approval of the NDA for YUTREPIA, the timeline or outcome related to appeals arising from our patent litigation in the U.S. District Court for the District of Delaware or inter partes review proceedings conducted at the PTAB, the issuance of patents by the USPTO and our ability to execute on our strategic or financial initiatives, involve significant risks and uncertainties and actual results could differ materially from those expressed or implied herein. The favorable decisions of the PTAB in the IPR for the ’793 patent and of the Court and CAFC in the Hatch-Waxman litigation are not determinative of the outcome of any appeal of those decisions. The words “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “plan,” “potential,” “predict,” “project,” “should,” “target,” “would,” and similar expressions are intended to identify forward-looking statements. We have based these forward-looking statements largely on our current expectations and projections about future events and financial trends that we believe may affect our financial condition, results of operations, business strategy, short-term and long-term business operations and objectives and financial needs. These forward-looking statements are subject to a number of risks discussed in our filings with the SEC, including the impact of the coronavirus (COVID-19) outbreak on our Company and our financial condition and results of operations, as well as a number of uncertainties and assumptions. Moreover, we operate in a very competitive and rapidly changing environment and our industry has inherent risks. New risks emerge from time to time. It is not possible for our management to predict all risks, nor can we assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements we may make. In light of these risks, uncertainties and assumptions, the future events discussed in this press release may not occur and actual results could differ materially and adversely from those anticipated or implied in the forward-looking statements. Nothing in this press release should be regarded as a representation by any person that these goals will be achieved, and we undertake no duty to update our goals or to update or alter any forward-looking statements, whether as a result of new information, future events or otherwise.

Contact Information

Media & Investors:

Jason Adair
Chief Business Officer
919.328.4400
[email protected]



Cenovus announces 2023 second-quarter results and organizational update

CALGARY, Alberta, July 27, 2023 (GLOBE NEWSWIRE) — Cenovus Energy Inc. (TSX: CVE) (NYSE: CVE) generated nearly $2.0 billion in cash from operating activities, approximately $1.9 billion in adjusted funds flow and $897 million in free funds flow in the second quarter of 2023. Total upstream production was approximately 730,000 barrels of oil equivalent per day (BOE/d)1, reflecting a planned turnaround at Foster Creek and production impacts in the Conventional segment in May and June due to Alberta wildfire activity. Downstream throughput averaged almost 538,000 barrels per day (bbls/d), increasing in the quarter as volumes ramped up following restart work at the Superior and Toledo refineries.

“We achieved significant operational milestones across the company over the quarter,” said Jon McKenzie, Cenovus President & Chief Executive Officer. “With all that we have accomplished during the quarter, we’re well positioned for the back half of 2023 and beyond.”

Highlights

  • Ramped up throughput at the Toledo Refinery, which is now fully operational. The Superior Refinery is processing crude oil and continues to progress the start-up of its fluid catalytic cracking unit.
  • Delivered $575 million to shareholders in the second quarter through buybacks and common share dividends; in addition to the purchase and cancellation of 45.5 million outstanding warrants for $711 million.
  • Achieved a major milestone on the West White Rose project as the company completed the concrete pour on the offshore platform’s conical slip.
  • Successfully completed a three-week turnaround at the company’s Foster Creek oil sands project.
  • Released Cenovus’s 2022 environmental, social and governance (ESG) report, detailing overall sustainability performance and progress on the company’s ESG targets, as well as a new milestone to reduce absolute methane emissions in upstream operations by 80% by year-end 2028, from a 2019 baseline.
Financial, production & throughput summary
(For the period ended June 30) 2023 Q2 2023 Q1 % change 2022 Q2 % change
Financial ($ millions, except per share amounts)
Cash from (used in) operating activities 1,990 (286)   2,979 (33)
Adjusted funds flow2 1,899 1,395 36 3,098 (39)
Per share (basic)2 1.00 0.73   1.57  
Per share (diluted)2 0.98 0.71   1.53  
Capital investment 1,002 1,101 (9) 822 22
Free funds flow2 897 294 205 2,276 (61)
Excess free funds flow2 505 (499)   2,020 (75)
Net earnings (loss) 866 636 36 2,432 (64)
Per share (basic) 0.45 0.33   1.23  
Per share (diluted) 0.44 0.32   1.19  
Long-term debt, including current portion 8,534 8,681 (2) 11,228 (24)
Net debt 6,367 6,632 (4) 7,535 (16)
Production and throughput (before royalties, net to Cenovus)
Oil and NGLs (bbls/d)1 608,400 636,200 (4) 614,200 (1)
Conventional natural gas (MMcf/d) 729.4 857.0 (15) 882.2 (17)
Total upstream production (BOE/d)
1
729,900 779,000 (6) 761,500 (4)
Total downstream throughput (bbls/d) 537,800 457,900 17 457,300 18

1 See Advisory for production by product type.
2 Non-GAAP financial measure or contains a non-GAAP financial measure. See Advisory.

Organizational changes

To reflect the further evolution of Cenovus as a company over the past two years, the Board of Directors has approved some role changes on Cenovus’s executive team. Effective September 1, 2023:

  • Keith Chiasson (Executive Vice-President, Downstream) will become Cenovus’s Executive Vice-President & Chief Operating Officer, responsible for all aspects of the company’s operations.
  • Doreen Cole (Senior Vice-President, Downstream Manufacturing) will join Cenovus’s executive team as Executive Vice-President, Downstream.
  • Drew Zieglgansberger (Executive Vice-President, Natural Gas & Technical Services) will become Cenovus’s Executive Vice-President & Chief Commercial Officer, a new role responsible for all commercial arrangements across the company, including strategy, business development, planning and marketing.
  • Andrew Dahlin (Executive Vice-President, Corporate & Operations Services) will take on the role of Executive Vice-President, Natural Gas & Technical Services.
  • Jeff Hart (Executive Vice-President & Chief Financial Officer) will become Executive Vice-President, Corporate & Operations Services.
  • Kam Sandhar (Executive Vice-President, Strategy & Corporate Development) will become Executive Vice-President & Chief Financial Officer and continue to be responsible for Investor Relations.

There are no planned changes to the roles of Susan Anderson, Senior Vice-President, People Services, Rhona DelFrari, Chief Sustainability Officer & Executive Vice-President, Stakeholder Engagement, Gary Molnar, Senior Vice-President, Legal, General Counsel & Corporate Secretary, and Norrie Ramsay, Executive Vice-President, Upstream – Thermal, Major Projects & Offshore.

“These changes reflect the capability and versatility of Cenovus’s exceptional executive team. I have absolute confidence they will continue to generate value for our shareholders,” said McKenzie. “Our executive team structure will now better reflect the size and complexity of the company we are today.”

Board update

The company also announced today that, due to the demands of other commitments, Canning K.N. Fok retired from the Cenovus Board of Directors effective July 26, 2023, and confirms that Mr. Fok will continue to support and assist the company as the CEO of one of its major shareholders. It is expected that, in accordance with the standstill agreements entered into at the time of the Husky Energy transaction, a new director to replace Mr. Fok will be nominated before the end of the year.

“On behalf of the entire Board, I would like to thank Canning for his valuable insights, experience and commitment during his service as a member of the Board,” said Alex Pourbaix, Executive Chair of the Board. “As a director of Cenovus since the Husky Energy transaction, Canning has been a thoughtful and effective contributor to the integration and success of the combined organization.”

Second-quarter results


Operating results



1

Cenovus’s total revenues were approximately $12.2 billion in the second quarter, in line with $12.3 billion in the first quarter of 2023. Upstream revenues were about $6.8 billion, similar to the previous quarter, and downstream revenues were $7.6 billion, compared with nearly $7.4 billion in the first quarter. Total operating margin3 was $2.4 billion, compared with about $2.1 billion in the first quarter. Upstream operating margin4 was approximately $2.3 billion, an increase from $1.7 billion in the prior quarter, primarily driven by a tighter light-heavy differential and lower condensate blending costs, partially offset by lower Brent and West Texas Intermediate (WTI) crude oil prices and decreased production volumes. Downstream operating margin4 was $143 million, compared with $391 million in the first quarter. U.S. Manufacturing operating margin was negatively impacted by approximately $170 million due to the cost of processing crude oil purchased in prior periods at higher prices as well as the narrowing of heavy oil differentials.

3
Non-GAAP financial measure. Total operating margin is the total of Upstream operating margin plus Downstream operating margin. See Advisory.

4
Specified financial measure. See Advisory.

Total upstream production was 729,900 BOE/d in the second quarter, a decrease from the first quarter as the company experienced production impacts due to Alberta wildfire activity and planned maintenance. Foster Creek production of 167,000 bbls/d, compared with 190,000 bbls/d in the first quarter, reflects a planned three-week turnaround that was completed in the second quarter. Christina Lake production was 234,900 bbls/d, in line with the prior quarter as the company continued to progress its redevelopment and redrill program, including new well pads at both Foster Creek and Christina Lake. Sunrise production was 46,500 bbls/d, in line with first-quarter production of 44,500 bbls/d. At the Lloydminster thermal projects, production increased to 106,200 bbls/d from 99,000 bbls/d in the prior quarter, as the company continued to focus on optimization of the asset.

In response to the Alberta wildfires that began in May and continued into early June, Cenovus shut in several producing conventional fields and processing plants as a precaution. Production in the Conventional segment was 104,600 BOE/d in the second quarter compared with 123,900 BOE/d in the first quarter. No significant damage was identified at any Cenovus assets, and production at all facilities returned to normal rates in late June, with the exception of approximately 5,000 BOE/d to 7,000 BOE/d currently offline at the Rainbow Lake facility due to electric power constraints from a third-party provider. Cenovus estimates the annualized impact to production in the Conventional segment to be approximately 8,000 BOE/d to 10,000 BOE/d, and as a result has revised Conventional production guidance to between 115,000 BOE/d and 130,000 BOE/d.

In the Offshore segment, production was 51,500 BOE/d compared with 65,600 BOE/d in the previous quarter. In Asia Pacific, sales volumes decreased compared with the first quarter as a result of a temporary unplanned outage in China, when an unauthorized vessel travelled into a dedicated pipeline corridor and struck an umbilical line. In Indonesia, sales volumes were higher than the first quarter of 2023, with the MBH and MDA fields continuing to ramp up. In the Atlantic region, production was 5,300 bbls/d compared with 8,900 bbls/d in the first quarter as the company advanced a planned turnaround at the SeaRose floating production, storage and offloading (FPSO) vessel, originally scheduled for the fall, into the first and second quarters. Light crude oil from production at the White Rose field is offloaded from the SeaRose FPSO to tankers and stored at an onshore terminal before shipment to buyers, which results in a timing difference between production and sales. There were no sales volumes in the second quarter due to this timing. The non-operated Terra Nova FPSO remains dockside in Newfoundland and Labrador, as it continues to undergo maintenance as part of its asset life extension program.

In U.S. Manufacturing, crude throughput was 442,500 bbls/d, an increase of 23%, compared with 359,200 bbls/d in the first quarter.  The Superior Refinery introduced crude oil in mid-March and increased throughput throughout the second quarter. Cenovus began restarting the Toledo Refinery in April, ramping up volumes through the second quarter, and the facility is now fully operational. The Toledo and Superior refineries are both producing saleable products. The company’s Lima Refinery continues to deliver strong performance, with 93% utilization achieved in the quarter. At the non-operated Borger Refinery, utilization was impacted by a planned turnaround and temporary unplanned outages. The refinery is now fully operational. The non-operated Wood River Refinery completed a planned turnaround in May and is now fully operational.

Crude utilization in the Canadian Manufacturing segment was 86% with throughput of 95,300 bbls/d, compared with crude utilization and throughput of 89% and 98,700 bbls/d in the first quarter.


Financial results

Second-quarter cash from operating activities, which includes changes in non-cash working capital, was nearly $2.0 billion, compared with cash used in operating activities of $286 million in the first quarter of 2023. Adjusted funds flow was $1.9 billion, compared with $1.4 billion in the prior period, and free funds flow increased to $897 million from $294 million in the first quarter. Second-quarter financial results improved compared with the first quarter, primarily due to higher price realizations in the Oil Sands segment, driven by narrower light-heavy crude oil differentials and lower condensate prices. In addition, Oil Sands segment sales volumes outpaced production by approximately 4,000 BOE/d as the company drew down product inventory built through the first quarter of 2023 and fourth quarter of 2022. These factors were partially offset by higher operating costs in the U.S. Manufacturing segment related to the commissioning and start-up of the Superior and Toledo refineries, as well as planned and unplanned maintenance at Borger. Results in the U.S. Manufacturing segment were lower by approximately $170 million due to the cost of processing crude oil purchased in prior periods at higher prices, in addition to lower sales volumes than production volumes due to inventory build-up at the Lima Refinery and a normal time lag expected on sales with the ramp up of the Toledo and Superior refineries.

Capital investment of $1.0 billion in the second quarter was primarily directed towards sustaining production in the Oil Sands segment, the ongoing construction of the West White Rose project and the Terra Nova asset life extension, in addition to refining reliability initiatives in the U.S. Manufacturing segment and completing rebuild activities at the Superior Refinery.

Net earnings in the second quarter were $866 million, compared with $636 million in the previous quarter. The increase in net earnings was primarily due to higher operating margin and a favourable unrealized foreign exchange gain, partially offset by higher income tax.

Long-term debt, including the current portion, was $8.5 billion at June 30, 2023, compared with $8.7 billion as at March 31, 2023. Net debt was approximately $6.4 billion at June 30, 2023, a decrease of $265 million from March 31, 2023, primarily due to an increase in free funds flow generated in the second quarter of 2023 compared with the prior quarter. The company continues to focus on making progress towards its net debt target of $4.0 billion.

2023 guidance updates

Cenovus has revised its 2023 corporate guidance to reflect the company’s updated outlook for commodity prices, production and operating expenses for the remainder of the year. It is available on cenovus.com under Investors.

Changes to the company’s 2023 guidance include:

  • Reducing Conventional output by 10,000 BOE/d to a range of 115,000 BOE/d to 130,000 BOE/d as a result of the production impact from wildfires in Alberta.
  • Lowering Lloydminster thermal production by 5,000 bbls/d to a range of 100,000 bbls/d to 110,000 bbls/d, reflecting year-to-date operating performance.
  • Adjusting the total production range by 15,000 BOE/d to between 775,000 BOE/d and 795,000 BOE/d.
  • Expected cash taxes for 2023 have been lowered at the midpoint by $200 million, to a revised range of $1.1 billion to $1.4 billion for 2023.

In addition, the company has updated Conventional operating expenses and royalties, and revised its commodity price deck and sensitivities. The company continues to execute its capital program and there has been no change to Cenovus’s expected capital investment range of $4.0 billion to $4.5 billion.

Dividend declarations and share purchases

The Board of Directors has declared a quarterly base dividend of $0.14 per common share, payable on September 29, 2023 to shareholders of record as of September 15, 2023. In addition, the Board has declared a quarterly dividend on each of the Cumulative Redeemable First Preferred Shares – Series 1, Series 2, Series 3, Series 5 and Series 7 – payable on October 3, 2023 to shareholders of record as of September 15, 2023 as follows:

Preferred shares dividend summary
  Rate (%) Amount ($/share)
Share series
Series 1 2.577 0.16106
Series 2 6.293 0.39655
Series 3 4.689 0.29306
Series 5 4.591 0.28694
Series 7 3.935 0.24594
     

All dividends paid on Cenovus’s common and preferred shares will be designated as “eligible dividends” for Canadian federal income tax purposes. Declaration of dividends is at the sole discretion of the Board and will continue to be evaluated on a quarterly basis.

Cenovus’s shareholder returns framework has a target of returning 50% of excess free funds flow to shareholders for quarters where the ending net debt is between $9.0 billion and $4.0 billion. In the second quarter, the company bought approximately 14 million shares under its normal course issuer bid (NCIB), delivering $310 million in returns to shareholders. In June, Cenovus reached separate agreements with each of Hutchison Whampoa Europe Investments S.à r.l. (HWEI) and L.F. Investments S.à r.l. (LFI) to purchase for cancellation all of the warrants held by HWEI and LFI, respectively, representing an aggregate of 45,484,672 warrants (CVE.WT), for a total of $711 million. The company has negotiated payment terms that provide flexibility to work within its shareholder returns framework, and at its discretion Cenovus has the option to pay the aggregate warrant purchase price of $711 million through the remainder of 2023, within each quarter’s excess free funds flow, with full payment being made no later than January 5, 2024. In the second quarter, the company elected to direct excess free funds flow to its NCIB program, and as a result no payment was made to either HWEI or LFI as part of the warrant purchases.

2023 planned maintenance

The following table provides details on planned maintenance activities at Cenovus assets through the remainder of 2023 and anticipated production or throughput impacts.

2023 planned maintenance
Potential quarterly production/throughput impact (Mbbls/d)
  Q3 Q4
Upstream
Lloydminster Thermals 1 – 2
Downstream
U.S. Manufacturing 10 – 12 55 – 65
     

Sustainability

During the quarter, Cenovus released its 2022 ESG report, updating progress the company made towards targets in its five ESG focus areas: climate & greenhouse gas (GHG) emissions, water stewardship, biodiversity, Indigenous reconciliation and inclusion & diversity. Cenovus also announced a milestone to reduce absolute methane emissions in its upstream operations by 80% by year-end 2028, from a 2019 baseline. This is a key milestone towards the company’s target to reduce absolute GHG emissions by 35% by year-end 2035 as Cenovus builds toward its long-term ambition of achieving net zero emissions from operations by 2050.

The ESG report shows continued progress in several areas, including reducing absolute methane emissions in upstream operations by 32% from 2021 levels, and 59% between 2019 and 2022. The company also spent $395 million, or the equivalent of more than $1 million each day in 2022, with Indigenous businesses in areas such as engineering and construction services. Building on this work, Cenovus has now achieved its target of spending at least $1.2 billion with Indigenous businesses between 2019 and year-end 2025. The company continues to seek additional opportunities to expand the scope of work it does with Indigenous communities and businesses in the areas that it operates.

In addition, Cenovus has achieved its aspiration to have at least 40% representation from designated groups (defined as women, Indigenous peoples, persons with disabilities and members of visible minorities) among non-management members of the Board of Directors by year-end 2025. Cenovus recognizes and embraces the benefits of having a diverse Board, with a Board Diversity Policy committing it to seeking highly qualified directors and to consider diversity when determining the best composition for the Board.

Conference call today

9 a.m. Mountain Time (11 a.m. Eastern Time)

Cenovus will host a conference call today, July 27, 2023, starting at 9 a.m. MT (11 a.m. ET).
To join the conference call without operator assistance, please register here approximately 5 minutes in advance to receive an automated call-back when the session begins.

Alternatively, you can dial 888-664-6383 (toll-free in North America) or 416-764-8650 to reach a live operator who will join you into the call. A live audio webcast will also be available and will be archived for approximately 90 days.

Advisory

Basis
of
Presentation

Cenovus reports financial results in Canadian dollars and presents production volumes on a net to Cenovus before royalties basis, unless otherwise stated. Cenovus prepares its financial statements in accordance with International Financial Reporting Standards (IFRS).

Barrels
of
Oil Equiva
lent

Natural gas volumes have been converted to barrels of oil equivalent (BOE) on the basis of six thousand cubic feet (Mcf) to one barrel (bbl). BOE may be misleading, particularly if used in isolation. A conversion ratio of one bbl to six Mcf is based on an energy equivalency conversion method primarily applicable at the burner tip and does not represent value equivalency at the wellhead. Given that the value ratio based on the current price of crude oil compared with natural gas is significantly different from the energy equivalency conversion ratio of 6:1, utilizing a conversion on a 6:1 basis is not an accurate reflection of value.

Product types

Product type by operating segment
  Three months ended

June 30, 2023
Oil Sands
Bitumen (Mbbls/d) 554.6
Heavy crude oil (Mbbls/d) 17.0
Conventional natural gas (MMcf/d) 12.9
Total Oil Sands segment production (MBOE/d) 573.8
Conventional
Light crude oil (Mbbls/d) 4.8
Natural gas liquids (Mbbls/d) 18.0
Conventional natural gas (MMcf/d) 491.4
Total Conventional segment production (MBOE/d) 104.6
Offshore
Light crude oil (Mbbls/d) 5.3
Natural gas liquids (Mbbls/d) 8.7
Conventional natural gas (MMcf/d) 225.1
Total Offshore segment production (MBOE/d) 51.5
Total upstream production (MBOE/d) 729.9



Forward‐looking

Information

This news release contains certain forward‐looking statements and forward‐looking information (collectively referred to as “forward‐looking information”) within the meaning of applicable securities legislation about Cenovus’s current expectations, estimates and projections about the future of the company, based on certain assumptions made in light of the company’s experiences and perceptions of historical trends. Although Cenovus believes that the expectations represented by such forward‐looking information are reasonable, there can be no assurance that such expectations will prove to be correct.

Forward‐looking information in this document is identified by words such as “anticipate”, “continue”, “deliver”, “expect”, “estimate”, “focus”, “milestone”, “position”, “progress”, “target” and “will” or similar expressions and includes suggestions of future outcomes, including, but not limited to, statements about: performance for the rest of 2023 and beyond; Cenovus’s five ESG focus areas, commitments, targets and ambition, including the governance, strategies, plans and milestones for achieving them; reducing absolute net equity-based scope 1 and 2 GHG emissions by 35% by year-end 2035 from 2019 levels including reducing absolute methane emissions in upstream operations by 80% by year-end 2028 and long-term ambition to achieve net zero GHG emissions from operations by 2050; achieving net debt of $4.0 billion; generating value for shareholders; progressing the start-up of the fluid catalytic cracking unit at the Superior Refinery; the redevelopment and redrill program at Christina Lake and Foster Creek; ongoing construction of the West White Rose project and the Terra Nova asset life extension; planned turnaround activities; dividend payments; excess free funds flow under the shareholder returns framework; and revised 2023 corporate guidance.

Developing forward‐looking information involves reliance on a number of assumptions and consideration of certain risks and uncertainties, some of which are specific to Cenovus and others that apply to the industry generally. The factors or assumptions on which the forward‐looking information in this news release are based include, but are not limited to: the allocation of free funds flow to reducing net debt; commodity prices, inflation and supply chain constraints; Cenovus’s ability to produce on an unconstrained basis; Cenovus’s ability to access sufficient insurance coverage to pursue development plans; Cenovus’s ability to deliver safe and reliable operations and demonstrate strong governance; and the assumptions inherent in Cenovus’s revised 2023 Guidance available on cenovus.com.

The risk factors and uncertainties that could cause actual results to differ materially from the forward‐looking information in this news release include, but are not limited to: the accuracy of estimates regarding commodity production and operating expenses, inflation, taxes, royalties, capital costs and currency and interest rates; risks inherent in the operation of Cenovus’s business; and risks associated with climate change and Cenovus’s assumptions relating thereto and other risks identified under “Risk Management and Risk Factors” and “Advisory” in Cenovus’s Management’s Discussion and Analysis (MD&A) for the year ended December 31, 2022.

Except as required by applicable securities laws, Cenovus disclaims any intention or obligation to publicly update or revise any forward‐looking statements, whether as a result of new information, future events or otherwise. Readers are cautioned that the foregoing lists are not exhaustive and are made as at the date hereof. Events or circumstances could cause actual results to differ materially from those estimated or projected and expressed in, or implied by, the forward‐looking information. For additional information regarding Cenovus’s material risk factors, the assumptions made, and risks and uncertainties which could cause actual results to differ from the anticipated results, refer to “Risk Management and Risk Factors” and “Advisory” in Cenovus’s MD&A for the periods ended December 31, 2022 and June 30, 2023, and to the risk factors, assumptions and uncertainties described in other documents Cenovus files from time to time with securities regulatory authorities in Canada (available on SEDAR at sedar.com, on EDGAR at sec.gov and Cenovus’s website at cenovus.com).

Specified Financial Measures

This news release contains references to certain specified financial measures that do not have standardized meanings prescribed by IFRS. Readers should not consider these measures in isolation or as a substitute for analysis of the company’s results as reported under IFRS. These measures are defined differently by different companies and, therefore, might not be comparable to similar measures presented by other issuers. For information on the composition of these measures, as well as an explanation of how the company uses these measures, refer to the Specified Financial Measures Advisory located in Cenovus’s MD&A for the period ended June 30, 2023 (available on SEDAR at sedar.com, on EDGAR at sec.gov and on Cenovus’s website at cenovus.com) which is incorporated by reference into this news release.


Upstream Operating Margin and Downstream Operating Margin

Upstream Operating Margin and Downstream Operating Margin, and the individual components thereof, are included in Note 1 to the interim Consolidated Financial Statements.


Total Operating Margin

Total Operating Margin is the total of Upstream Operating Margin plus Downstream Operating Margin.

  Upstream (1)   Downstream (1)   Total
($ millions) Q2 2023     Q1 2023   Q2 2022   Q2 2023     Q1 2023   Q2 2022   Q2 2023     Q1 2023   Q2 2022
Revenues                                  
Gross Sales 7,399     7,415   11,685   7,561     7,368   10,719   14,960     14,783   22,404
Less: Royalties 637     596   1,582           637     596   1,582
  6,762     6,819   10,103   7,561     7,368   10,719   14,323     14,187   20,822
Expenses                                  
Purchased Product 885     1,069   1,461   6,581     6,222   8,919   7,466     7,291   10,380
Transportation and Blending 2,750     2,994   3,238           2,750     2,994   3,238
Operating 883     1,029   1,010   843     754   866   1,726     1,783   1,876
Realized (Gain) Loss on Risk Management (13 )   16   563   (6 )   1   87   (19 )   17   650
Operating Margin 2,257     1,711   3,831   143     391   847   2,400     2,102   4,678


(1)   
Found
in Note 1 of the June 30, 2023, or March 31, 2023, interim Consolidated Financial Statements.


Adjusted Funds Flow, Free Funds Flow and Excess Free Funds Flow

The following table provides a reconciliation of cash from (used in) operating activities found in Cenovus’s Consolidated Financial Statements to Adjusted Funds Flow, Free Funds Flow and Excess Free Funds Flow. Adjusted Funds Flow per Share – Basic and Adjusted Funds Flow per Share – Diluted are calculated by dividing Adjusted Funds Flow by the respective basic or diluted weighted average number of common shares outstanding during the period and may be useful to evaluate a company’s ability to generate cash.

  Three Months Ended
($ millions) June 30, 2023     March 31, 2022     June 30, 2022  
Cash From (Used in) Operating Activities (1) 1,990     (286 )   2,979  
(Add) Deduct:          
Settlement of Decommissioning Liabilities (41 )   (48 )   (27 )
Net Change in Non-Cash Working Capital 132     (1,633 )   (92 )
Adjusted Funds Flow 1,899     1,395     3,098  
Capital Investment 1,002     1,101     822  
Free Funds Flow 897     294     2,276  
Add (Deduct):          
Base Dividends Paid on Common Shares (265 )   (200 )   (207 )
Dividends Paid on Preferred Shares (9 )   (18 )   (8 )
Settlement of Decommissioning Liabilities (41 )   (48 )   (27 )
Principal Repayment of Leases (76 )   (70 )   (75 )
Acquisitions, Net of Cash Acquired (4 )   (465 )   (1 )
Proceeds From Divestitures 3     8     112  
Payment on Divestiture of Assets         (50 )
Excess Free Funds Flow 505     (499 )   2,020  


(1)   
Found
in the June 30, 2023, or the March 31, 2023,
interim
Consolidated Financial Statements.

Cenovus Energy Inc.

Cenovus Energy Inc. is an integrated energy company with oil and natural gas production operations in Canada and the Asia Pacific region, and upgrading, refining and marketing operations in Canada and the United States. The company is focused on managing its assets in a safe, innovative and cost-efficient manner, integrating environmental, social and governance considerations into its business plans. Cenovus common shares and warrants are listed on the Toronto and New York stock exchanges, and the company’s preferred shares are listed on the Toronto Stock Exchange. For more information, visit cenovus.com.

Find Cenovus on Facebook, Twitter, LinkedIn, YouTube and Instagram.

Cenovus contacts

Investors Media
Investor Relations general line
403-766-7711
Media Relations general line
403-766-7751



Coherent Announces Date of FY 2023 Fourth-Quarter and Fiscal Year-End Conference Call

PITTSBURGH, July 27, 2023 (GLOBE NEWSWIRE) — Coherent Corp. (NYSE: COHR), a global leader in materials, networking, and lasers, announced today that the company will release its financial results for the quarter and fiscal year ended June 30, 2023, in a press release posted on Coherent’s website at coherent.com/company/investor-relations after market close on August 15. Coherent’s management will host a conference call to discuss these results on August 16 at 9:00 a.m. ET.

Individuals wishing to listen to the live webcast of the call can access the event at the company’s website by visiting coherent.com/company/investor-relations/financial-webcasts or via this link. The call will be recorded and a replay will be available to interested parties for a limited time.


About Coherent

Coherent empowers market innovators to define the future through breakthrough technologies, from materials to systems. We deliver innovations that resonate with our customers in diversified applications for the industrial, communications, electronics, and instrumentation markets. Headquartered in Saxonburg, Pennsylvania, Coherent has research and development, manufacturing, sales, service, and distribution facilities worldwide. For more information, please visit us at coherent.com.


Contact

Paul Silverstein
Vice President, Investor Relations & Corporate Communications
[email protected]



Overstock Announces Second Quarter 2023 Financial Results

Completed acquisition of Bed Bath & Beyond brand and other intellectual property

Executing a transformative re-branding, supported by strong balance sheet

SALT LAKE CITY, July 27, 2023 (GLOBE NEWSWIRE) — Overstock.com, Inc. (NASDAQ:OSTK) today reported financial results for the quarter ended June 30, 2023.


Second Quarter 2023 Financial Highlights

Total net revenue was $422 million, a decrease of 20% year-over-year
Gross profit of $94 million, or 22.4% of total net revenue
Operating loss of $4 million
Net loss of $73 million
Diluted net loss per share of $1.63; Adjusted diluted net loss per share (non-GAAP) of $0.02
Adjusted EBITDA (non-GAAP) of $8 million, which represents 2.0% of net revenue
Cash and cash equivalents totaled $343 million at the end of the second quarter

“The acquisition of the Bed Bath & Beyond brand is the beginning of a new phase of growth for us,” said Overstock CEO Jonathan Johnson. “The successful launch and early performance of our Bed Bath & Beyond business in Canada has been encouraging. The Bed Bath & Beyond brand is strong. In Canada, customers want to buy – and are comfortable buying – from the new Bed Bath & Beyond website.”

“We are optimistic about our future with this new brand in the U.S.,” continued Johnson. “The combination of a highly recognized and much-loved consumer home brand and our asset-light operating model should meaningfully grow and scale our business in the U.S. and Canada. We know there is work to be done to win Bed Bath & Beyond customers and retain our existing loyal customers through this transition. We have the right strategies, the right action plan, and the right people in key positions to execute this transformation. The entire organization is focused on ensuring the success of the Bed Bath & Beyond U.S. launch, still targeted for early August.”

“The team continued to execute well during the second quarter,” Johnson stated. “As we navigated an intensely competitive environment well with our asset-light business model, we were able to provide smart value to our customers, improve our year-over-year revenue trend, and deliver another quarter of positive adjusted EBITDA. Our balance sheet remains strong with over $300 million in net cash, setting us up well to execute the transformative re-branding of our furniture and home furnishings e-commerce business. We look forward to providing an update on our re-branding efforts and our second quarter 2023 performance during our earnings call.”


Second Quarter 2023 Operational Metrics*

Active customers of 4.6 million, a decrease of 29% year-over-year
Last Twelve Months (LTM) net revenue per active customer of $361, a decrease of 1% year-over-year
Orders delivered of 1.8 million, a decrease of 16% year-over-year
Average order value of $234, a decrease of 5% year-over-year
Orders per active customer of 1.56, a decrease of 5% year-over-year
Orders placed on a mobile device were 51% of gross merchandise sales

*Certain terms, such as active customers, LTM net revenue per active customer, orders delivered, average order value, and orders per active customer are defined under “Supplemental Operational Data” below.


Earnings Webcast and Replay Information

Overstock will hold a conference call and webcast to discuss its second quarter 2023 financial results on Thursday, July 27, 2023 at 8:30 a.m. ET. To access the live webcast and presentation slides, go to http://investors.overstock.com. To participate in the conference call via telephone, please register at the link available at http://investors.overstock.com/events. Registrants will receive dial-in information and a unique PIN to access the live call. Questions may be emailed in advance of the call to [email protected].

A replay of the conference call will be available at http://investors.overstock.com starting two hours after the live call has ended.


About Overstock.com

Overstock.com, Inc. (NASDAQ:OSTK) is an online furniture and home furnishings retailer and technology-focused innovator based in Salt Lake City, Utah. Overstock.com, Inc. owns the Bed Bath & Beyond brand and other intellectual property related to the brand. Our leading e-commerce website sells a broad range of new home products at low prices, including furniture, décor, area rugs, bedding and bath, home improvement, and more. The online shopping site features millions of products that tens of millions of customers visit each month. Overstock regularly posts information about the Company and other related matters on the Newsroom and Investor Relations pages on its website, Overstock.com.

Bed Bath & Beyond, Beyond, Welcome Rewards, Overstock, and Overstock.com are trademarks of Overstock.com, Inc. Other service marks, trademarks and trade names which may be referred to herein are the property of their respective owners.


Cautionary Note Regarding Forward-Looking Statements

This press release and the July 27, 2023 conference call and webcast to discuss our financial results may contain forward-looking statements within the meaning of the federal securities laws. Such forward-looking statements include all statements other than statements of historical fact, including forecasts of trends, market conditions, the impact of our national marketing campaign, and other factors that could impact our results of operations. You should not place undue reliance on any forward-looking statements, which speak only as of the date they were made. We undertake no obligation to update any forward-looking statements as a result of any new information, future developments, or otherwise. These forward-looking statements are inherently difficult to predict. Actual results could differ materially for a variety of reasons, including but not limited to, macroeconomic changes, including higher inflation and higher interest rates, and difficulties we may have with our fulfillment partners, supply chain, access to products, shipping costs, competition, attraction/retention of employees, search engine optimization results, and/or payment processors. Other risks and uncertainties include, among others, negative economic consequences of global conflict, problems with our infrastructure, including cyber-attacks or data breaches affecting us, adverse tax, regulatory or legal developments, any restrictions on the use of “cookies” or other tracking technologies, any negative business impacts associated with our evolving business practices including our use of our newly acquired Bed Bath & Beyond brand and other intellectual property related to the brand, our exit from non-home categories, and whether our partnership with Pelion Venture Partners will be able to achieve its objectives. More information about factors that could potentially affect our financial results are included in our Form 10-K for the year ended December 31, 2022, which was filed with the SEC on February 24, 2023, in our Form 10-Q for the quarter ended March 31, 2023, which was filed with the SEC on May 2, 2023, and in our subsequent filings with the SEC. The Forms 10-K, 10-Q, and our subsequent filings with the SEC identify important factors that could cause our actual results to differ materially from those contained in or contemplated by our projections, estimates and other forward-looking statements.


Contacts

Investor Relations:
Lavesh Hemnani
[email protected]

Media Relations:
Sarah Factor
[email protected]

Overstock.com, Inc.

Consolidated Balance Sheets (Unaudited)

(in thousands, except per share data)
  June 30,

2023
  December 31,

2022
Assets      
Current assets:      
Cash and cash equivalents $ 342,891     $ 371,263  
Restricted cash   185       194  
Accounts receivable, net   19,122       17,693  
Inventories   6,313       6,526  
Prepaids and other current assets   20,369       18,833  
Total current assets   388,880       414,509  
Property and equipment, net   109,949       109,906  
Deferred tax assets, net   52,941       41,439  
Intangible assets, net   25,583       9  
Goodwill   6,160       6,160  
Equity securities   208,476       296,317  
Operating lease right-of-use assets   4,985       7,460  
Other long-term assets, net   13,578       2,746  
Total assets $ 810,552     $ 878,546  
Liabilities and Stockholders’ Equity      
Current liabilities:      
Accounts payable $ 86,016     $ 75,130  
Accrued liabilities   62,603       63,614  
Unearned revenue   43,379       44,480  
Operating lease liabilities, current   3,108       4,410  
Other current liabilities   2,029       3,508  
Total current liabilities   197,135       191,142  
Long-term debt, net   34,219       34,476  
Operating lease liabilities, non-current   2,319       3,626  
Other long-term liabilities   3,713       3,476  
Total liabilities   237,386       232,720  
Stockholders’ equity:      
Preferred stock, $0.0001 par value, authorized shares – 5,000, issued and outstanding – none          
Common stock, $0.0001 par value, authorized shares – 100,000      
Issued shares – 51,455 and 51,102      
Outstanding shares – 45,202 and 44,951   5       5  
Additional paid-in capital   995,904       982,718  
Accumulated deficit   (257,629 )     (173,829 )
Accumulated other comprehensive loss   (514 )     (522 )
Treasury stock at cost – 6,253 and 6,151   (164,600 )     (162,546 )
Total stockholders’ equity   573,166       645,826  
Total liabilities and stockholders’ equity $ 810,552     $ 878,546  

Overstock.com, Inc.

Consolidated Statements of Operations (Unaudited)

(in thousands, except per share data)
  Three months ended

June 30,
  Six months ended

June 30,
    2023       2022       2023       2022  
Net revenue $ 422,211     $ 528,122     $ 803,351     $ 1,064,159  
Cost of goods sold   327,839       407,017       619,266       817,842  
Gross profit   94,372       121,105       184,085       246,317  
Operating expenses              
Sales and marketing   49,242       57,940       96,290       116,453  
Technology   27,706       30,542       58,252       63,531  
General and administrative   21,673       21,081       42,156       42,337  
Total operating expenses   98,621       109,563       196,698       222,321  
Operating income (loss)   (4,249 )     11,542       (12,613 )     23,996  
Interest income (expense), net   3,059       115       5,618       (10 )
Other expense, net   (80,673 )     (1,981 )     (88,062 )     (2,095 )
Income (loss) before income taxes   (81,863 )     9,676       (95,057 )     21,891  
Provision (benefit) for income taxes   (8,370 )     2,529       (11,257 )     4,621  
Net income (loss) $ (73,493 )   $ 7,147     $ (83,800 )   $ 17,270  
Net income (loss) per share of common stock:              
Basic $ (1.63 )   $ 0.12     $ (1.86 )   $ 0.33  
Diluted $ (1.63 )   $ 0.12     $ (1.86 )   $ 0.33  
Weighted average shares of common stock outstanding:              
Basic   45,200       43,072       45,134       43,062  
Diluted   45,200       43,159       45,134       43,221  

Overstock.com, Inc.

Consolidated Statements of Cash Flows (Unaudited)

(in thousands)
    Six months ended

June 30,
      2023       2022  



Cash flows from operating activities:
     
Net income (loss) $ (83,800 )   $ 17,270  
Adjustments to reconcile net income (loss) to net cash provided by operating activities:      
Depreciation and amortization   10,501       8,350  
Non-cash operating lease cost   2,554       2,736  
Stock-based compensation to employees and directors   12,065       9,334  
(Increase) decrease in deferred tax assets, net   (11,502 )     2,622  
Loss from equity method securities   87,820       2,583  
Other non-cash adjustments   (186 )     (114 )
Changes in operating assets and liabilities:      
  Accounts receivable, net   (1,429 )     (1,504 )
  Inventories   213       (529 )
  Prepaids and other current assets   (907 )     2,318  
  Other long-term assets, net   (1,537 )     (943 )
  Accounts payable   11,992       (6,104 )
  Accrued liabilities   (3,369 )     (8,339 )
  Unearned revenue   (1,101 )     (2,833 )
  Operating lease liabilities   (2,779 )     (2,850 )
  Other long-term liabilities   237       (175 )
  Net cash provided by operating activities   18,772       21,822  
Cash flows from investing activities:      
Disbursement for notes receivable   (10,000 )      
Purchase of intangible assets   (22,832 )      
Purchase of equity securities         (11,420 )
Capital distribution from investment         1,162  
Expenditures for property and equipment   (12,048 )     (6,406 )
Other investing activities, net   445       (505 )
Net cash used in investing activities   (44,435 )     (17,169 )
Cash flows from financing activities:      
Repurchase of shares         (60,077 )
Payments of taxes withheld upon vesting of employee stock awards   (2,054 )     (3,482 )
Other financing activities, net   (664 )     (1,673 )
Net cash used in financing activities   (2,718 )     (65,232 )
Net decrease in cash, cash equivalents, and restricted cash   (28,381 )     (60,579 )
Cash, cash equivalents, and restricted cash, beginning of period   371,457       503,366  
Cash, cash equivalents, and restricted cash, end of period $ 343,076     $ 442,787  


Supplemental Operational Data

We measure our business using operational metrics, in addition to the financial metrics shown above and the non-GAAP financial measures explained below. We believe these metrics provide investors with additional information regarding our financial results and provide key performance indicators to track our progress. These indicators include changes in customer order patterns and the mix of products purchased by our customers.

Active customers represent the total number of unique customers who have made at least one purchase during the prior twelve-month period. This metric captures both the inflow of new customers and the outflow of existing customers who have not made a purchase during the prior twelve-month period.

LTM net revenue per active customer represents total net revenue in a twelve-month period divided by the total number of active customers for the same twelve-month period.

Orders delivered represents the total number of orders delivered in any given period, including orders that may eventually be returned. As we ship a large volume of packages through multiple carriers, actual delivery dates may not always be available, and in those circumstances, we estimate delivery dates based on historical data.

Average order value is defined as total net revenue in any given period divided by the total number of orders delivered in that period.

Orders per active customer is defined as orders delivered in a twelve-month period divided by active customers for the same twelve-month period.

The following table provides our key operating metrics:
(in thousands, except for LTM net revenue per active customer, average order value and orders per active customer)

  Three months ended

June 30,
    2023     2022
Active customers           4,621                     6,490        
LTM net revenue per active customer $         361           $         365        
Orders delivered           1,803                     2,138        
Average order value $         234           $         247        
Orders per active customer           1.56                     1.65        


Non-GAAP Financial Measures and Reconciliations

We are providing certain non-GAAP financial measures in this release and related earnings conference call, including adjusted diluted earnings (loss) per share, adjusted EBITDA, and free cash flow. We use these non-GAAP measures internally in analyzing our financial results and we believe they are useful to investors, as a supplement to GAAP measures, in evaluating our ongoing operational performance in the same manner as our management and board of directors. We have provided reconciliations of these non-GAAP financial measures to the most directly comparable GAAP measures in this earnings release. These non-GAAP financial measures should be used in addition to and in conjunction with the results presented in accordance with GAAP and should not be relied upon to the exclusion of GAAP financial measures.

Adjusted diluted earnings (loss) per share is a non-GAAP financial measure that is calculated as net income (loss) less the income or losses recognized from our equity method securities, net of related tax. We believe that this adjustment to our net income (loss) before calculating per share amounts for the current period presented provides a useful comparison between our operating results from period to period.

Adjusted EBITDA is a non-GAAP financial measure that is calculated as income (loss) before depreciation and amortization, stock-based compensation, interest and other income (expense), provision (benefit) for income taxes, and special items. We believe the exclusion of certain benefits and expenses in calculating adjusted EBITDA facilitates operating performance comparisons on a period-to-period basis. Exclusion of items in the non-GAAP presentation should not be construed as an inference that these items are unusual, infrequent or non-recurring.

Free cash flow is a non-GAAP financial measure that is calculated as net cash provided by or used in operating activities reduced by expenditures for property and equipment. We believe free cash flow is a useful measure to evaluate the cash impact of the operations of the business including purchases of property and equipment which are a necessary component of our ongoing operations.

The following table reflects the reconciliation of adjusted diluted loss per share to diluted loss per share (in thousands, except per share data):

  Three months ended

June 30,
    2023  
  Diluted EPS   Less: equity method income (loss)

1
  Adjusted Diluted EPS
Numerator:          
Net loss attributable to common stockholders $ (73,493 )   $ (72,703 )   $ (790 )
           
Denominator:          
Weighted average shares of common stock outstanding—diluted   45,200       45,200       45,200  
           
Net loss per share of common stock:          
Diluted $ (1.63 )   $ (1.61 )   $ (0.02 )

1 Inclusive of estimated tax impact

The following table reflects the reconciliation of adjusted EBITDA to net income (loss) (in thousands):

  Three months ended

June 30,
  Six months ended

June 30,
    2023       2022       2023       2022
Net income (loss) $ (73,493 )   $ 7,147     $ (83,800 )   $ 17,270
Depreciation and amortization   4,516       4,043       10,501       8,350
Stock-based compensation   6,270       4,695       12,065       9,334
Interest (income) expense, net   (3,059 )     (115 )     (5,618 )     10
Other expense, net   80,673       1,981       88,062       2,095
Provision (benefit) for income taxes   (8,370 )     2,529       (11,257 )     4,621
Special items (see table below)   1,697       475       1,697       528
Adjusted EBITDA $ 8,234     $ 20,755     $ 11,650     $ 42,208
               
Special items:              
Brand integration and related costs $ 1,086     $     $ 1,086     $
Restructuring costs   611             611      
Special legal charges and other         475             528
  $ 1,697     $ 475     $ 1,697     $ 528

The following table reflects the reconciliation of free cash flow to net cash provided by operating activities (in thousands):

  Six months ended

June 30,
    2023       2022  
Net cash provided by operating activities $ 18,772     $ 21,822  
Expenditures for property and equipment   (12,048 )     (6,406 )
Free cash flow $ 6,724     $ 15,416  



Summit Financial Group Reports Strong Revenue Growth, Improved Net Interest Margin, Strategic Balance Sheet Expansion, and Earnings of $0.54 Per Share for Second Quarter 2023

Strong Performance Drives Growth Strategy and Promising Outlook

MOOREFIELD, W. Va., July 27, 2023 (GLOBE NEWSWIRE) — Summit Financial Group, Inc. (“Company” or “Summit”) (NASDAQ: SMMF) today reported financial results for the second quarter of 2023, showcasing strong core operating performance marked by notable strength in its net interest margin. The Company’s continued success underscores its position as a reliable partner in the financial services industry, reflecting a sound strategy and solid operational execution.

The Company, which serves commercial and individual clients across West Virginia, the Washington D.C. metropolitan area, Virginia, Kentucky, the Eastern Shore of Maryland and Delaware through Summit Community Bank, Inc., reported net income applicable to common shares of $7.98 million, or $0.54 per diluted share, for the second quarter of 2023, as compared to $13.9 million, or $1.08 per diluted share, for the first quarter of 2023 and $11.8 million, or $0.92 per diluted share, for the second quarter of 2022. Lower earnings in Q2 2023 were driven primarily by significant acquisition-related expenses attributable to the acquisition of PSB Holding Corp. and its bank subsidiary, Provident State Bank, Inc. (“PSB”) and by higher provision for credit losses recorded on purchased non-credit deteriorated (“non-PCD”) loans from PSB and on a nonperforming commercial real estate participation loan.

“We are pleased to report strong core performance in second quarter of 2023, characterized by significant revenue growth, an improved net interest margin and strategic balance sheet expansion,” noted H. Charles Maddy III, President, and Chief Executive Officer of Summit Financial Group. “The completion of our acquisition of PSB Holding Corp. and Provident State Bank, Inc. is an important milestone for Summit, as it expanded our footprint to the Eastern Shore of Maryland and Delaware, providing exciting growth opportunities in new markets,” continued Mr. Maddy.

“Our net interest margin (NIM) increased by 6 basis points from the linked quarter, driven by higher yields on interest-earning assets and effective management of funding costs,” said Mr. Maddy. Furthermore, our loan portfolio showed positive momentum, with total core loan portfolio, excluding acquired loans, increasing 6 percent on an annualized basis during the quarter, and over 9 percent since June 30, 2022″ noted Mr. Maddy.

“Despite the recent acquisition, our efficiency ratio remains below 48 percent, near its all-time record low, affirming our long tradition of optimizing operational performance,” continued Mr. Maddy. “As we move forward, Summit remains steadfast in our growth strategy and optimistic about our future. Our solid financial foundation, coupled with a talented team, positions us well to create long-term value for our shareholders through organic growth and strategic initiatives,” concluded Mr. Maddy.

Key Highlights for the Second Quarter of 2023

  • The Company completed its acquisition, effective April 1, 2023, of PSB headquartered in Preston, Maryland, expanding its footprint in the Eastern Shore of Maryland and Delaware.
  • Net interest margin (“NIM”) increased 6 basis points to 3.89 percent from the linked quarter and by 23 basis points from the prior-year quarter. This increase was primarily driven by increased yields on interest-earning assets. However, it was partially offset by higher costs of deposits and other funding sources.
  • Summit’s core deposits grew 12.9 percent during the second quarter of 2023 as result of the PSB acquisition. Excluding acquired deposits, Summit’s core deposits decreased 2.6 percent during Q2 2023.
  • Total loans, excluding acquired loans, mortgage warehouse lines of credit, and PPP lending, increased 1.53 percent (6.12 percent annualized) during the second quarter of 2023 and 9.2 percent since June 30, 2022.  
  • The Company’s provision for credit losses totaled $8.00 million in the second quarter of 2023 compared to $1.5 million in the linked quarter. Included in the Company’s Q2 2023 provision for credit losses was $3.01 million to establish an allowance on non-PCD loans acquired from PSB in accordance with the Current Expected Credit Loss (“CECL”) accounting standard and $3.66 million to recognize an allowance on a nonperforming commercial real estate loan participation.
  • Total non-interest expense increased by 55.2 percent to $27.3 million. This increase is largely attributed to the acquisition of PSB including $4.16 million of acquisition-related expenses. Consequently, our annualized non-interest expense ratio increased to 2.41 percent of average assets from 1.97 percent in the previous quarter and 1.91 percent in the same quarter last year. Excluding acquisition-related expenses, annualized non-interest expense would have been 2.05 percent of average assets for Q2 2023.
  • The Company achieved an efficiency ratio of 47.90 percent compared to 48.00 percent in the linked quarter and 47.45 percent in the prior-year quarter.
  • Nonperforming assets (“NPAs”) increased to 0.35 percent of total assets at period end, up 4 basis points during the quarter but down 8 basis points from the prior-year quarter.

PSB Acquisition

On April 1, 2023, Summit completed its acquisition of PSB. Accordingly, PSB’s results of operations are included in Summit’s consolidated results of operation from the date of acquisition, and therefore Summit’s second quarter and first half 2023 results reflect increased levels of average balances, income and expense compared to its second quarter and first half 2022 results.

Upon acquisition, PSB had total assets of $568.3 million, loans amounting to $381.5 million, and deposits totaling $498.0 million. Through the first half of 2023, the acquisition-related expenses totaled $4.49 million, with $4.16 million of the costs being incurred in the second quarter.

Results from Operations

Net interest income totaled $40.3 million in the second quarter of 2023, marking an increase of 30.2 percent from the prior-year second quarter and 17.9 percent from the linked quarter. NIM for the first quarter 2023 was 3.89 percent compared to 3.83 percent for the linked quarter and 3.66 percent for the prior-year quarter.

Summit recorded an $8.0 million provision for credit losses in the second quarter of 2023, which includes $3.01 million to establish an allowance on non-PCD loans acquired from PSB in accordance with the CECL accounting standard and $3.66 million to provide an allowance to reflect a nonperforming loan participation with a regional bank secured by a shopping complex at the fair value of its collateral. The provision for credit losses was $1.5 million for the linked quarter and $2.0 million in the second quarter of 2022.

Noninterest income, consisting primarily of service fee income from community banking activities and trust and wealth management fees, for second quarter 2023 was $5.42 million compared to $4.39 million for the linked quarter and $3.86 million for the comparable period of 2022. The Company recorded realized securities losses on debt securities of $211,000 in the second quarter of 2023 and $59,000 in the linked quarter. In addition, the Company recognized net gains on equity investments of $150,000 in the second quarter 2023 compared to $45,000 in the linked quarter.

Mortgage origination revenue decreased to $169,000 in the second quarter of 2023 compared to $171,000 in the linked quarter and $317,000 for the year-ago period reflecting continuing negative impact of higher interest rates on demand for new mortgage loans.

Excluding gains and losses from debt securities and equity investments, the combined revenue from net interest income and non-interest income for Q2 2023 rose to $45.8 million. This represents an increase of 18.7 percent from $38.6 million in the linked quarter and a substantial 28.0 percent growth from $35.8 million recorded in the second quarter of 2022.

Total noninterest expense increased to $27.3 million in the second quarter of 2023, up 40.9 percent from $19.4 million in the linked quarter and up 55.2 percent from $17.6 million for the prior-year second quarter. These increases are primarily due to the operational costs of the recently acquired PSB and acquisition-related expenses of $4.16 million in Q2 2023.

Salary and benefit expenses of $12.2 million in the second quarter of 2023 increased from $10.8 million for the linked quarter and $10.0 million from the prior-year second quarter. This increase was primarily due to the PSB acquisition and higher group health insurance premiums.

Acquisition-related expenses consisting of contract termination costs, executive and employee severance benefits and legal and consulting fees, were $4.16 million for Q2 2023 compared to $331,000 for the linked quarter and $4,000 for Q2 2022.

Other expenses were $3.64 million for Q2 2023 were higher compared to $2.97 million for the linked quarter and $2.36 million in the year-ago period, principally as result of the PSB acquisition.

Summit’s efficiency ratio was 47.90 percent in the second quarter of 2023, marginally higher than the 47.45 percent for the second quarter of 2022 and down compared to 48.00 percent in the linked quarter. Non-interest expense to average assets was 2.41 percent in the second quarter of 2023 compared to 1.97 percent in the linked quarter and 1.91 percent in the year-ago quarter.

Balance Sheet

As of June 30, 2023, total assets were $4.6 billion, an increase of $635.6 million, or 16.2 percent since December 31, 2022. Excluding acquired PSB assets, total assets increased by $71.1 million, or 1.8 percent since December 31, 2022.

Total loans net of unearned fees increased to $3.6 billion as of June 30, 2023, from $3.1 billion at December 31, 2022, and increased 19.3 percent from the second quarter of 2022. Total loans, excluding those related to mortgage warehouse lending, PPP lending and acquired loans, reached $3.1 billion on June 30, 2023. This represents an increase of 1.53 percent (or 6.12 percent when annualized) during the quarter just ended.

Total commercial loans, including commercial and industrial (C&I) and commercial real estate (CRE) but excluding PPP lending, increased 13.3 percent (26.6 percent annualized) during second quarter to $2.3 billion as of June 30, 2023.

Residential real estate and consumer lending totaled $731.9 million on June 30, 2023, reflecting an increase of 19.3 percent (38.6 percent annualized) during the second quarter.

As of June 30, 2023, PPP balances were paid down to zero and mortgage warehouse lines of credit, sourced solely from a participation arrangement with a large regional bank, totaled $118.8 million compared to $130.4 million as of December 31, 2022, and $171.4 million at the year-ago period end.

Deposits totaled $3.7 billion on June 30, 2023, a 13.2 percent increase during the second quarter. Core deposits increased 12.9 percent during the second quarter 2023 to $3.6 billion. Excluding acquired deposits, core deposits decreased $82.7 million, or 2.6 percent during the second quarter 2023. Adjusted uninsured deposits (excluding uninsured public deposits otherwise secured or collateralized as required by law) were 31.9 percent of total deposits at June 30, 2023 compared to 29.8 percent at year-end 2022 and 25.6 percent at the year-ago period end.

Total shareholders’ equity was $413.2 million as of June 30, 2023, compared to $354.5 million at December 31, 2022. During the second quarter 2023, Summit issued 1,880,732 common shares at a fair value of $39.0 million as consideration in conjunction with the PSB acquisition. Summit paid a quarterly common dividend of $0.20 per share in the second quarter of 2023.

Tangible Book Value Per Share (“TBVPS”) decreased by $0.97 to $21.93 during the second quarter of 2023, representing a 4.3 percent decrease. This decline was primarily influenced by the acquisition of PSB, which represented TBVPS dilution of $1.52 resulting from the transaction’s issuance of 1,880,732 common shares and its creation of intangible assets of $15.6 million. Summit had 14,672,147 outstanding common shares at June 30, 2023, compared to 12,783,646 at year-end 2022.  

As announced in the first quarter of 2020, the Board of Directors authorized the open market repurchase of up to 750,000 shares of the issued and outstanding shares of Summit’s common stock, of which 323,577 shares have been repurchased to date. The timing and quantity of stock purchases under this repurchase plan are at the discretion of management. During the second quarter of 2023, no shares of Summit’s common stock were repurchased under the Plan.

Asset Quality

The Company recorded net loan charge-offs (“NCOs”) of $3.8 million during the second quarter 2023, representing 0.50 percent of average loans annualized, compared to net loan recoveries of $63,000, representing (0.01) percent of average loans annualized, in the first quarter of 2023. NCOs of $159,000 represented 0.02 percent of average loans annualized in the year-ago period.

Summit’s allowance for loan credit losses was $45.7 million on June 30, 2023, $40.8 million at the end of the linked quarter, and $35.1 million on June 30, 2022. As of June 30, 2023, the allowance for loan credit losses stood at 1.29 percent of total loans, reflecting a slight increase compared to the rate of 1.26 percent recorded as of December 31, 2022. The allowance for loan credit losses was increased by $1.50 million in Q2 2023 as result of purchased credit deteriorated loans from PSB. In terms of the allowance’s coverage, it represented 402.8 percent of nonperforming loans at June 30, 2023, in contrast to the figure of 497.2 percent at the prior year-end, December 31, 2022.

Summit’s allowance for credit losses on unfunded loan commitments was $7.33 million as of June 30, 2023, compared to $6.57 million at the end of the linked quarter. The allowance for credit losses on unfunded loan commitments increased $760,000 during the most recent quarter. The acquisition of PSB resulted in an increase to the allowance for credit losses on unfunded loan commitments of $235,000, while the remaining increase was principally the result of a change in the mix of our unfunded commitments.  Construction loan commitments, which on average have a higher historical loss ratio than do other loans, increased, while our mortgage warehouse unfunded lines of credit, which carry a lower loss factor, decreased.

As of March 31, 2023, nonperforming assets (“NPAs”), consisting of nonperforming loans, foreclosed properties, and repossessed assets, totaled $16.1 million, or 0.32 percent of assets, compared to NPAs of $12.9 million, or 0.33 percent of assets at year-end 2022.

About the Company

Summit Financial Group, Inc. is the $4.6 billion financial holding company for Summit Community Bank, Inc. Its talented bankers serve commercial and individual clients throughout West Virginia, the Washington, D.C. metropolitan area, Virginia, Kentucky, Eastern Shore of Maryland and Delaware. Summit’s focus on in-market commercial lending and providing other business banking services in dynamic markets is designed to leverage its highly efficient operations and core deposits in strong legacy locations. Residential and consumer lending, trust and wealth management, and other retail financial services are offered through convenient digital and mobile banking platforms, including MySummitBank.com and 53 full-service branch locations. More information on Summit Financial Group, Inc. (NASDAQ: SMMF), headquartered in West Virginia’s Eastern Panhandle in Moorefield, is available at SummitFGI.com.

Non-GAAP Financial Measures

In addition to the results of operations presented in accordance with Generally Accepted Accounting Principles (GAAP), Summit’s management uses, and this press release contains or references, certain non-GAAP financial measures, such as tangible common equity/tangible assets; efficiency ratio; return on average tangible equity and return on average tangible common equity. Summit believes these financial measures provide information useful to investors in understanding our operational performance and business and performance trends which facilitate comparisons with the performance of others in the financial services industry. Although Summit believes that these non-GAAP financial measures enhance investors’ understanding of Summit’s business and performance, these non-GAAP financial measures should not be considered an alternative to GAAP.

Forward-Looking Statements

This press release contains comments or information that constitute forward-looking statements (within the meaning of the Private Securities Litigation Act of 1995) that are based on current expectations that involve a number of risks and uncertainties. Words such as “expects”, “anticipates”, “believes”, “estimates” and other similar expressions or future or conditional verbs such as “will”, “should”, “would” and “could” are intended to identify such forward-looking statements.

Although we believe the expectations reflected in such forward-looking statements are reasonable, actual results may differ materially. Factors that might cause such a difference include: the effect of the COVID-19 pandemic, including the negative impacts and disruptions on the communities we serve, and the domestic and global economy, which may have an adverse effect on our business; current and future economic and market conditions, including the effects of declines in housing prices, high unemployment rates, U.S. fiscal debt, budget and tax matters, geopolitical matters, and any slowdown in global economic growth; fiscal and monetary policies of the Federal Reserve; future provisions for credit losses on loans and debt securities; changes in nonperforming assets; changes in interest rates and interest rate relationships; demand for products and services; the degree of competition by traditional and non-traditional competitors; the successful integration of operations of our acquisitions; changes in banking laws and regulations; changes in tax laws; the impact of technological advances; the outcomes of contingencies; trends in customer behavior as well as their ability to repay loans; and changes in the national and local economies. We undertake no obligation to revise these statements following the date of this press release.

SUMMIT FINANCIAL GROUP, INC. (NASDAQ: SMMF)    
Quarterly Performance Summary (unaudited)      
Q2 2023 vs Q2 2022      
       
    For the Quarter Ended Percent
Dollars in thousands 6/30/2023 6/30/2022 Change
Statements of Income      
  Interest income      
     Loans, including fees $ 54,413   $ 32,766   66.1 %
     Securities   6,247     2,752   127.0 %
     Other   203     45   351.1 %
  Total interest income   60,863     35,563   71.1 %
  Interest expense      
     Deposits   17,851     2,622   580.8 %
     Borrowings   2,699     1,976   36.6 %
  Total interest expense   20,550     4,598   346.9 %
  Net interest income   40,313     30,965   30.2 %
  Provision for credit losses   8,000     2,000   300.0 %
  Net interest income after provision      
      for credit losses   32,313     28,965   11.6 %
         
  Noninterest income      
     Trust and wealth management fees   854     745   14.6 %
     Mortgage origination revenue   169     317   -46.7 %
     Service charges on deposit accounts   1,943     1,674   16.1 %
     Bank card revenue   1,987     1,618   22.8 %
     Net gains/(losses) on equity investments   150     (669 ) -122.4 %
     Net realized losses on debt securities   (211 )   (289 ) -27.0 %
     Bank owned life insurance and annuity income   431     331   30.2 %
     Other income   100     129   -22.5 %
  Total noninterest income   5,423     3,856   40.6 %
  Noninterest expense      
      Salaries and employee benefits   12,156     10,030   21.2 %
      Net occupancy expense   1,528     1,258   21.5 %
      Equipment expense   2,361     1,791   31.8 %
      Professional fees   471     507   -7.1 %
      Advertising and public relations   264     165   60.0 %
      Amortization of intangibles   999     355   181.4 %
      FDIC premiums   742     190   290.5 %
      Bank card expense   951     810   17.4 %
      Foreclosed properties expense, net of (gains)/losses   48     141   -66.0 %
      Acquisition-related expense   4,163     4   n/m  
      Other expenses   3,641     2,358   54.4 %
  Total noninterest expense   27,324     17,609   55.2 %
  Income before income taxes   10,412     15,212   -31.6 %
  Income taxes   2,203     3,198   -31.1 %
  Net income   8,209     12,014   -31.7 %
  Preferred stock dividends   225     225   n/a  
         
  Net income applicable to common shares $ 7,984   $ 11,789   -32.3 %

SUMMIT FINANCIAL GROUP, INC. (NASDAQ: SMMF)    
Quarterly Performance Summary (unaudited)      
Q2 2023 vs Q2 2022    
         
    For the Quarter Ended Percent
    6/30/2023 6/30/2022 Change
Per Share Data      
  Earnings per common share      
     Basic $ 0.54   $ 0.92   -41.3 %
     Diluted $ 0.54   $ 0.92   -41.3 %
         
  Cash dividends per common share $ 0.20   $ 0.18   11.1 %
  Common stock dividend payout ratio   35.7 %   19.5 % 83.1 %
         
  Average common shares outstanding      
     Basic   14,668,923     12,754,724   15.0 %
     Diluted   14,703,636     12,810,174   14.8 %
         
  Common shares outstanding at period end   14,672,147     12,763,422   15.0 %
         
Performance Ratios      
  Return on average equity   7.99 %   14.48 % -44.8 %
  Return on average tangible equity (C)(E)   10.86 %   18.28 % -40.6 %
  Return on average tangible common equity (D)(E)   11.37 %   19.35 % -41.2 %
  Return on average assets   0.73 %   1.30 % -43.8 %
  Net interest margin (A)   3.89 %   3.66 % 6.3 %
  Efficiency ratio (B)   47.90 %   47.45 % 0.9 %
         

NOTES

(A) – Presented on a tax-equivalent basis assuming a federal tax rate of 21%.

(B) – Computed on a tax equivalent basis excluding acquisition-related expenses, gains/losses on sales of assets, write-downs of OREO properties to fair value and amortization of intangibles.

(C) – Return on average tangible equity = (Net income + Amortization of intangibles [after-tax]) / (Average shareholders’ equity – Average intangible assets).

(D) – Return on average tangible common equity = (Net income + Amortization of intangibles [after-tax]) / (Average common shareholders’ equity – Average intangible assets).

(E) — See Non-GAAP Financial Measures for additional information relating to the calculation of this item.

    

SUMMIT FINANCIAL GROUP, INC. (NASDAQ: SMMF)    
Six Month Performance Summary (unaudited)      
2023 vs 2022      
         
    For the Six Months Ended Percent
Dollars in thousands 6/30/2023 6/30/2022 Change
Statements of Income      
  Interest income      
     Loans, including fees $ 99,897   $ 62,991   58.6 %
     Securities   11,066     5,374   105.9 %
     Other   375     91   312.1 %
  Total interest income   111,338     68,456   62.6 %
  Interest expense      
     Deposits   31,851     4,349   632.4 %
     Borrowings   4,984     3,587   38.9 %
  Total interest expense   36,835     7,936   364.2 %
  Net interest income   74,503     60,520   23.1 %
  Provision for credit losses   9,500     3,950   140.5 %
  Net interest income after provision      
      for credit losses   65,003     56,570   14.9 %
         
  Noninterest income      
     Trust and wealth management fees   1,665     1,503   10.8 %
     Mortgage origination revenue   340     656   -48.2 %
     Service charges on deposit accounts   3,335     3,074   8.5 %
     Bank card revenue   3,555     3,109   14.3 %
     Net gains/(losses) on equity investments   195     (297 ) n/a  
     Net realized losses on debt securities, net   (270 )   (442 ) -38.9 %
     Bank owned life insurance and annuity income   767     615   24.7 %
     Other income   222     183   21.3 %
  Total noninterest income   9,809     8,401   16.8 %
  Noninterest expense      
      Salaries and employee benefits   22,963     19,731   16.4 %
      Net occupancy expense   2,861     2,499   14.5 %
      Equipment expense   4,391     3,634   20.8 %
      Professional fees   847     869   -2.5 %
      Advertising and public relations   434     337   28.8 %
      Amortization of intangibles   1,342     734   82.8 %
      FDIC premiums   1,072     580   84.8 %
      Bank card expense   1,648     1,524   8.1 %
      Foreclosed properties expense, net of (gains)/losses   62     51   21.6 %
      Acquisition-related expense   4,494     33   n/m  
      Other expenses   6,609     4,817   37.2 %
  Total noninterest expense   46,723     34,809   34.2 %
  Income before income taxes   28,089     30,162   -6.9 %
  Income taxes   5,779     6,455   -10.5 %
  Net income   22,310     23,707   -5.9 %
  Preferred stock dividends   450     450   0.0 %
         
  Net income applicable to common shares $ 21,860   $ 23,257   -6.0 %

SUMMIT FINANCIAL GROUP, INC. (NASDAQ: SMMF)    
Six Month Performance Summary (unaudited)      
2023 vs 2022    
         
    For the Six Months Ended Percent
    6/30/2023 6/30/2022 Change
Per Share Data      
  Earnings per common share      
     Basic $ 1.59   $ 1.82   -12.6 %
     Diluted $ 1.59   $ 1.82   -12.6 %
         
  Cash dividends per common share $ 0.40   $ 0.36   11.1 %
  Common stock dividend payout ratio   25.1 %   19.8 % 27.1 %
         
  Average common shares outstanding      
     Basic   13,731,594     12,750,037   7.7 %
     Diluted   13,772,592     12,805,873   7.5 %
         
  Common shares outstanding at period end   14,672,147     12,763,422   15.0 %
         
Performance Ratios      
  Return on average equity   11.53 %   14.34 % -19.6 %
  Return on average tangible equity (C) (E)   14.78 %   18.15 % -18.6 %
  Return on average tangible common equity (D) (E)   15.52 %   18.87 % -17.8 %
  Return on average assets   1.05 %   1.30 % -19.2 %
  Net interest margin (A)   3.86 %   3.64 % 6.0 %
  Efficiency ratio (B)   47.95 %   48.42 % -1.0 %
         

NOTES

(A) – Presented on a tax-equivalent basis assuming a federal tax rate of 21%.

(B) – Computed on a tax equivalent basis excluding acquisition-related expenses, gains/losses on sales of assets, write-downs of OREO properties to fair value and amortization of intangibles.

(C) – Return on average tangible equity = (Net income + Amortization of intangibles [after-tax]) / (Average shareholders’ equity – Average intangible assets).

(D) – Return on average tangible common equity = (Net income applicable to common shares + Amortization of intangibles [after-tax]) / (Average common shareholders’ equity – Average intangible assets).

(E) — See Non-GAAP Financial Measures for additional information relating to the calculation of this item.

SUMMIT FINANCIAL GROUP, INC. (NASDAQ: SMMF)        
Five Quarter Performance Summary (unaudited)          
           
    For the Quarter Ended
Dollars in thousands 6/30/2023 3/31/2023 12/31/2022 9/30/2022 6/30/2022
Statements of Income          
  Interest income          
     Loans, including fees $ 54,413   $ 45,485   $ 43,589   $ 38,784   $ 32,766  
     Securities   6,247     4,819     4,181     3,497     2,752  
     Other   203     171     70     170     45  
  Total interest income   60,863     50,475     47,840     42,451     35,563  
  Interest expense          
     Deposits   17,851     14,000     10,194     6,140     2,622  
     Borrowings   2,699     2,286     3,293     2,198     1,976  
  Total interest expense   20,550     16,286     13,487     8,338     4,598  
  Net interest income   40,313     34,189     34,353     34,113     30,965  
  Provision for credit losses   8,000     1,500     1,500     1,500     2,000  
  Net interest income after provision          
      for credit losses   32,313     32,689     32,853     32,613     28,965  
  Noninterest income          
     Trust and wealth management fees   854     811     750     725     745  
     Mortgage origination revenue   169     171     286     538     317  
     Service charges on deposit accounts   1,943     1,392     1,526     1,550     1,674  
     Bank card revenue   1,987     1,568     1,513     1,639     1,618  
     Net gains/(losses) on equity investments   150     45     280     283     (669 )
     Net realized losses on debt securities   (211 )   (59 )   (24 )   (242 )   (289 )
     Bank owned life insurance and annuity income   431     336     367     229     331  
     Other income   100     122     167     165     129  
  Total noninterest income   5,423     4,386     4,865     4,887     3,856  
  Noninterest expense          
     Salaries and employee benefits   12,156     10,807     10,532     10,189     10,030  
     Net occupancy expense   1,528     1,333     1,328     1,301     1,258  
     Equipment expense   2,361     2,030     1,769     1,851     1,791  
     Professional fees   471     376     386     372     507  
     Advertising and public relations   264     170     280     276     165  
     Amortization of intangibles   999     343     351     354     355  
     FDIC premiums   742     330     352     292     190  
     Bank card expense   951     696     679     726     810  
     Foreclosed properties expense, net of (gains)/losses   48     15     159     26     141  
     Acquisition-related expenses   4,163     331     81         4  
     Other expenses   3,641     2,968     2,932     3,834     2,358  
  Total noninterest expense   27,324     19,399     18,849     19,221     17,609  
  Income before income taxes   10,412     17,676     18,869     18,279     15,212  
  Income tax expense   2,203     3,575     3,783     3,856     3,198  
  Net income   8,209     14,101     15,086     14,423     12,014  
  Preferred stock dividends   225     225     225     225     225  
             
  Net income applicable to common shares $ 7,984   $ 13,876   $ 14,861   $ 14,198   $ 11,789  

SUMMIT FINANCIAL GROUP, INC. (NASDAQ: SMMF)          
Five Quarter Performance Summary (unaudited)            
             
    For the Quarter Ended  
    6/30/2023 3/31/2023 12/31/2022 9/30/2022 6/30/2022  
Per Share Data            
  Earnings per common share            
     Basic $ 0.54   $ 1.09   $ 1.16   $ 1.11   $ 0.92    
     Diluted $ 0.54   $ 1.08   $ 1.16   $ 1.11   $ 0.92    
               
  Cash dividends per common share $ 0.20   $ 0.20   $ 0.20   $ 0.20   $ 0.18    
  Common stock dividend payout ratio   36.7 %   18.1 %   16.9 %   17.7 %   19.1 %  
               
  Average common shares outstanding            
     Basic   14,668,923     12,783,851     12,775,703     12,766,473     12,754,724    
     Diluted   14,703,636     12,830,102     12,837,637     12,835,670     12,810,174    
               
  Common shares outstanding at period end   14,672,147     12,786,404     12,783,646     12,774,645     12,763,422    
               
Performance Ratios            
  Return on average equity   7.99 %   15.55 %   17.50 %   17.05 %   14.48 %  
  Return on average tangible equity (C)(E)   10.86 %   19.10 %   21.75 %   21.33 %   18.28 %  
  Return on average tangible common equity (D)(E)   11.37 %   20.10 %   22.96 %   22.20 %   19.00 %  
  Return on average assets   0.73 %   1.43 %   1.54 %   1.51 %   1.30 %  
  Net interest margin (A)   3.89 %   3.83 %   3.80 %   3.84 %   3.66 %  
  Efficiency ratio (B)   47.90 %   48.00 %   46.40 %   47.95 %   47.45 %  

NOTES

(A) – Presented on a tax-equivalent basis assuming a federal tax rate of 21%.

(B) – Computed on a tax equivalent basis excluding acquisition-related expenses, gains/losses on sales of assets, write-downs of OREO properties to fair value and amortization of intangibles.

(C) – Return on average tangible equity = (Net income + Amortization of intangibles [after-tax]) / (Average shareholders’ equity – Average intangible assets).

(D) – Return on average tangible common equity = (Net income + Amortization of intangibles [after-tax]) / (Average common shareholders’ equity – Average intangible assets).

(E) — See Non-GAAP Financial Measures for additional information relating to the calculation of this item.

SUMMIT FINANCIAL GROUP, INC. (NASDAQ: SMMF)          
Selected Balance Sheet Data (unaudited)          
Dollars in thousands, except per share amounts 6/30/2023 3/31/2023 12/31/2022 9/30/2022 6/30/2022
Assets          
  Cash and due from banks $ 23,341   $ 16,488   $ 16,469   $ 16,141   $ 17,921  
  Interest bearing deposits other banks   39,902     54,328     28,248     29,510     31,680  
  Debt securities, available for sale   512,038     431,933     405,201     383,965     368,049  
  Debt securities, held to maturity   95,200     95,682     96,163     96,640     97,116  
  Equity investments   30,818     29,867     29,494     20,314     19,905  
  Other investments   16,014     12,696     16,029     18,105     18,329  
  Loans, net   3,506,880     3,059,099     3,043,919     3,038,377     2,941,813  
  Property held for sale   4,742     5,128     5,067     5,193     5,319  
  Premises and equipment, net   60,967     54,491     53,981     54,628     55,034  
  Goodwill and other intangible assets, net   76,423     61,807     62,150     62,502     62,856  
  Cash surrender value of life insurance policies and annuities   84,790     72,019     71,640     71,216     71,073  
  Derivative financial instruments   39,951     34,758     40,506     42,179     31,452  
  Other assets   61,204     49,111     47,825     48,529     42,252  
     Total assets $ 4,552,270   $ 3,977,407   $ 3,916,692   $ 3,887,299   $ 3,762,799  
Liabilities and Shareholders’ Equity          
  Deposits $ 3,735,034   $ 3,299,846   $ 3,169,879   $ 3,108,072   $ 2,975,304  
  Short-term borrowings   232,150     140,150     225,999     273,148     291,447  
  Long-term borrowings and          
       subordinated debentures, net   123,776     123,660     123,543     123,427     123,311  
  Other liabilities   48,136     44,205     42,741     40,978     38,846  
  Total liabilities   4,139,096     3,607,861     3,562,162     3,545,625     3,428,908  
  Preferred stock and related surplus   14,920     14,920     14,920     14,920     14,920  
  Common stock and related surplus   130,227     90,939     90,696     90,345     90,008  
  Retained earnings   276,762     271,712     260,393     248,084     236,438  
  Accumulated other comprehensive income (loss)   (8,735 )   (8,025 )   (11,479 )   (11,675 )   (7,475 )
  Total shareholders’ equity   413,174     369,546     354,530     341,674     333,891  
     Total liabilities and shareholders’ equity $ 4,552,270   $ 3,977,407   $ 3,916,692   $ 3,887,299   $ 3,762,799  
             
  Book value per common share $ 27.14   $ 27.73   $ 26.57   $ 25.58   $ 24.99  
  Tangible book value per common share (A)(C) $ 21.93   $ 22.90   $ 21.70   $ 20.69   $ 20.07  
  Tangible common equity to tangible assets (B)(C)   7.2 %   7.5 %   7.2 %   6.9 %   6.9 %
             

NOTES

(A)   – Tangible book value per share = (Common stock and related surplus plus Retained earnings plus Accumulated other comprehensive income/loss – Intangible assets) / Common shares outstanding.

(B)   – Tangible common equity to tangible assets = (Common stock and related surplus plus Retained earnings plus Accumulated other comprehensive income/loss – Intangible assets) / (Total assets – Intangible assets).

(C)   — See Non-GAAP Financial Measures for additional information relating to the calculation of this item.

SUMMIT FINANCIAL GROUP INC. (NASDAQ: SMMF)        
Loan Composition (unaudited)            
               
Dollars in thousands 6/30/2023 3/31/2023 12/31/2022 9/30/2022 6/30/2022  
               
Commercial   $ 511,457 $ 498,268 $ 501,844 $ 512,771 $ 455,202  
Mortgage warehouse lines   118,785   86,240   130,390   194,740   171,399  
Commercial real estate            
     Owner occupied   566,447   469,560   467,050   473,298   502,152  
     Non-owner occupied   1,193,927   1,036,358   1,004,368   960,627   963,646  
Construction and development            
     Land and development   117,371   102,351   106,362   104,437   106,840  
     Construction     309,709   290,556   282,935   248,564   211,955  
Residential real estate            
     Conventional     483,998   395,312   386,874   382,203   377,980  
     Jumbo     117,219   111,475   92,103   87,449   79,803  
     Home equity     86,050   70,167   71,986   72,756   71,136  
Consumer     44,429   36,531   35,372   35,116   33,816  
Other     3,169   3,117   3,534   3,166   2,947  
Total loans, net of unearned fees   3,552,561   3,099,935   3,082,818   3,075,127   2,976,876  
Less allowance for loan credit losses     45,681   40,836   38,899   36,750   35,063  
Loans, net $ 3,506,880 $ 3,059,099 $ 3,043,919 $ 3,038,377 $ 2,941,813  
               
Unfunded loan commitments $ 957,278 $ 907,757 $ 925,657 $ 889,854 $ 876,157  
               

SUMMIT FINANCIAL GROUP INC. (NASDAQ: SMMF)        
Deposit Composition (unaudited)          
               
Dollars in thousands   6/30/2023 3/31/2023 12/31/2022 9/30/2022 6/30/2022  
Core deposits              
   Non-interest bearing checking $ 679,139 $ 552,716 $ 553,616 $ 619,067 $ 600,791  
   Interest bearing checking   2,024,341   1,886,011   1,743,299   1,475,643   1,238,368  
   Savings     512,129   462,631   496,751   582,922   645,099  
   Time deposits     375,860   278,410   294,630   338,668   386,562  
Total core deposits   3,591,469   3,179,768   3,088,296   3,016,300   2,870,820  
               
Brokered time deposits   54,399   71,451   32,790   32,778   32,767  
Other non-core time deposits   89,166   48,627   48,793   58,994   71,717  
Total deposits $ 3,735,034 $ 3,299,846 $ 3,169,879 $ 3,108,072 $ 2,975,304  
               
Estimated uninsured deposits (A) $ 1,189,908 $ 933,703 $ 946,188 $ 757,038 $ 762,466  
               
(A) – Excludes uninsured public funds otherwise secured or collateralized as required by law    
               

SUMMIT FINANCIAL GROUP INC. (NASDAQ: SMMF)        
Regulatory Capital Ratios (unaudited)            
    6/30/2023 3/31/2023 12/31/2022 9/30/2022 6/30/2022  
Summit Financial Group, Inc.            
  CET1 Risk-based Capital 8.7 % 8.9 % 8.6 % 8.2 % 8.2 %  
  Tier 1 Risk-based Capital 9.5 % 9.8 % 9.5 % 9.2 % 9.2 %  
  Total Risk-based Capital 13.3 % 14.0 % 13.5 % 13.1 % 13.3 %  
  Tier 1 Leverage 8.4 % 8.7 % 8.5 % 8.4 % 8.4 %  
               
Summit Community Bank, Inc.            
  CET1 Risk-based Capital 11.3 % 11.9 % 11.6 % 11.3 % 11.4 %  
  Tier 1 Risk-based Capital 11.3 % 11.9 % 11.6 % 11.3 % 11.4 %  
  Total Risk-based Capital 12.5 % 13.1 % 12.6 % 12.2 % 12.4 %  
  Tier 1 Leverage 9.9 % 10.6 % 10.4 % 10.3 % 10.4 %  
               

SUMMIT FINANCIAL GROUP, INC. (NASDAQ: SMMF)        
Asset Quality Information (unaudited)          
    For the Quarter Ended
Dollars in thousands 6/30/2023 3/31/2023 12/31/2022 9/30/2022 6/30/2022
  Gross loan charge-offs $ 4,174   $ 164   $ 250   $ 265   $ 306  
  Gross loan recoveries   (346 )   (227 )   (249 )   (257 )   (147 )
     Net loan charge-offs $ 3,828   $ (63 ) $ 1   $ 8   $ 159  
             
  Net loan charge-offs to average loans (annualized)   0.50 %   -0.01 %   0.00 %   0.00 %   0.02 %
             
  Allowance for loan credit losses $ 45,681   $ 40,836   $ 38,899   $ 36,750   $ 35,063  
  Allowance for loan credit losses as a percentage          
      of period end loans   1.29 %   1.32 %   1.26 %   1.19 %   1.18 %
             
  Allowance for credit losses on          
      unfunded loan commitments (“ULC”) $ 7,332   $ 6,572   $ 6,947   $ 7,597   $ 7,792  
  Allowance for credit losses on ULC          
      as a percentage of period end ULC   0.81 %   0.72 %   0.75 %   0.85 %   0.89 %
             
  Nonperforming assets:          
     Nonperforming loans          
         Commercial $ 254   $ 402   $ 93   $ 347   $ 345  
         Commercial real estate   5,970     1,700     1,750     1,860     2,703  
         Residential construction and development   772     813     851     902     1,053  
         Residential real estate   4,298     4,322     5,117     6,083     6,799  
         Consumer   46     65     12     8     37  
  Total nonperforming loans   11,340     7,302     7,823     9,200     10,937  
     Foreclosed properties          
         Commercial real estate   297     297     297     297     440  
         Commercial construction and development   2,187     2,187     2,187     2,332     2,332  
         Residential construction and development   2,161     2,293     2,293     2,293     2,293  
         Residential real estate   97     351     290     271     254  
  Total foreclosed properties   4,742     5,128     5,067     5,193     5,319  
    Other repossessed assets                    
  Total nonperforming assets $ 16,082   $ 12,430   $ 12,890   $ 14,393   $ 16,256  
             
  Nonperforming loans to period end loans   0.32 %   0.24 %   0.25 %   0.30 %   0.37 %
  Nonperforming assets to period end assets   0.35 %   0.31 %   0.33 %   0.37 %   0.43 %
             

SUMMIT FINANCIAL GROUP, INC. (NASDAQ: SMMF)        
Loans Past Due 30-89 Days (unaudited)          
             
Dollars in thousands 6/30/2023 3/31/2023 12/31/2022 9/30/2022 6/30/2022
             
  Commercial $ 1,006 $ 463 $ 3,168 $ 1,329 $ 989
  Commercial real estate   513   1,000   641   1,550   4,084
  Construction and development   161   3,459   317   236   821
  Residential real estate   4,933   2,311   6,231   2,824   3,452
  Consumer   389   252   253   216   196
  Other   17   13   22   4   14
     Total $ 7,019 $ 7,498 $ 10,632 $ 6,159 $ 9,556
             

SUMMIT FINANCIAL GROUP, INC. (NASDAQ: SMMF)                        
Average Balance Sheet, Interest Earnings & Expenses and Average Rates                  
Q2 2023 vs Q1 2023 vs Q2 2022 (unaudited)                        
                             
  Q2 2023   Q1 2023   Q2 2022      
  Average Earnings / Yield /   Average Earnings / Yield /   Average Earnings / Yield /      
Dollars in thousands Balances Expense Rate   Balances Expense Rate   Balances Expense Rate      
                             
ASSETS                            
Interest earning assets                            
  Loans, net of unearned interest (1)                          
    Taxable $ 3,516,306   $ 54,374 6.20 %   $ 3,087,068   $ 45,421 5.97 %   $ 2,902,370   $ 32,721 4.52 %      
    Tax-exempt (2)   4,144     49 4.74 %     6,086     81 5.40 %     5,127     57 4.46 %      
  Securities                            
    Taxable   428,039     4,900 4.59 %     314,004     3,412 4.41 %     297,701     1,765 2.38 %      
    Tax-exempt (2)   209,931     1,705 3.26 %     216,430     1,781 3.34 %     178,043     1,249 2.81 %      
   Interest bearing deposits other banks                          
        and Federal funds sold   35,218     203 2.31 %     34,330     171 2.02 %     37,757     45 0.48 %      
Total interest earning assets   4,193,638     61,231 5.86 %     3,657,918     50,866 5.64 %     3,420,998     35,837 4.20 %      
                             
Noninterest earning assets                            
  Cash & due from banks   23,588           17,387           16,351            
  Premises & equipment   60,872           54,112           55,449            
  Intangible assets   80,445           62,024           63,058            
  Other assets   212,104           190,533           165,788            
  Allowance for loan credit losses   (44,312 )         (39,507 )         (33,232 )          
    Total assets $ 4,526,335         $ 3,942,467         $ 3,688,412            
                             
 LIABILITIES AND SHAREHOLDERS’ EQUITY                        
                             
Liabilities                            
Interest bearing liabilities                            
  Interest bearing                            
    demand deposits   1,985,134     13,423 2.71 %     1,819,505     10,796 2.41 %   $ 1,189,324   $ 1,274 0.43 %      
  Savings deposits   528,694     2,000 1.52 %     480,207     1,917 1.62 %     672,353     689 0.41 %      
  Time deposits   513,236     2,428 1.90 %     389,252     1,287 1.34 %     517,360     659 0.51 %      
  Short-term borrowings   207,418     1,212 2.34 %     166,365     824 2.01 %     207,227     696 1.35 %      
  Long-term borrowings and                            
     subordinated debentures   123,843     1,487 4.82 %     123,599     1,462 4.80 %     123,263     1,280 4.17 %      
Total interest bearing liabilities   3,358,325     20,550 2.45 %     2,978,928     16,286 2.22 %     2,709,527     4,598 0.68 %      
                             
Noninterest bearing liabilities                            
  Demand deposits   706,391           557,209           605,724            
  Other liabilities   50,863           43,508           41,307            
    Total liabilities   4,115,579           3,579,645           3,356,558            
                             
Shareholders’ equity – preferred   14,920           14,920           14,920            
Shareholders’ equity – common   395,836           347,902           316,934            
  Total liabilities and                            
    shareholders’ equity $ 4,526,335         $ 3,942,467         $ 3,688,412            
                             
NET INTEREST EARNINGS   $ 40,681       $ 34,580       $ 31,239        
                             
NET INTEREST MARGIN     3.89 %       3.83 %       3.66 %      
                             
(1) -For purposes of this table, nonaccrual loans are included in average loan balances.              
(2) – Interest income on tax-exempt securities and loans has been adjusted assuming a Federal tax rate of 21% for all periods presented.  
       The tax equivalent adjustment resulted in an increase in interest income of $368,000, $391,000, and $274,000 for Q2 2023,    
       Q1 2023 and Q2 2022, respectively.                        
                             

   

SUMMIT FINANCIAL GROUP, INC. (NASDAQ: SMMF)            
Average Balance Sheet, Interest Earnings & Expenses and Average Rates          
YTD 2023 vs YTD 2022 (unaudited)                
     
  YTD 2023   YTD 2022  
  Average Earnings / Yield /   Average Earnings / Yield /  
Dollars in thousands Balances Expense Rate   Balances Expense Rate  
                 
ASSETS                
Interest earning assets                
  Loans, net of unearned interest (1)                
    Taxable $ 3,302,776   $ 99,794 6.09 %   $ 2,837,467   $ 62,900 4.47 %  
    Tax-exempt (2)   5,109     130 5.13 %     5,248     115 4.42 %  
  Securities                
    Taxable   371,330     8,312 4.51 %     308,872     3,420 2.23 %  
    Tax-exempt (2)   213,162     3,486 3.30 %     179,252     2,473 2.78 %  
   Interest bearing deposits other banks              
        and Federal funds sold   34,641     375 2.18 %     55,222     91 0.33 %  
Total interest earning assets   3,927,018     112,097 5.76 %     3,386,061     68,999 4.11 %  
                 
Noninterest earning assets                
  Cash & due from banks   20,231           17,781        
  Premises & equipment   57,511           55,746        
  Intangible assets   71,285           63,242        
  Other assets   201,267           154,200        
  Allowance for loan losses   (41,925 )         (32,849 )      
    Total assets $ 4,235,387         $ 3,644,181        
                 
 LIABILITIES AND SHAREHOLDERS’ EQUITY              
                 
Liabilities                
Interest bearing liabilities                
  Interest bearing                
    demand deposits $ 1,903,945   $ 24,219 2.57 %   $ 1,162,346   $ 1,739 0.30 %  
  Savings deposits   504,392     3,917 1.57 %     686,157     1,262 0.37 %  
  Time deposits   451,774     3,715 1.66 %     529,791     1,348 0.51 %  
  Short-term borrowings   187,159     2,036 2.19 %     173,914     1,068 1.24 %  
  Long-term borrowings and                
     subordinated debentures   123,656     2,948 4.81 %     123,234     2,519 4.12 %  
    3,170,926     36,835 2.34 %     2,675,442     7,936 0.60 %  
Noninterest bearing liabilities                
  Demand deposits   630,390           596,365        
  Other liabilities   47,150           41,779        
    Total liabilities   3,848,466           3,313,586        
                 
Shareholders’ equity – preferred   14,920           14,920        
Shareholders’ equity – common   372,001           315,675        
  Total liabilities and                
    shareholders’ equity $ 4,235,387         $ 3,644,181        
                 
NET INTEREST EARNINGS   $ 75,262       $ 61,063    
                 
NET INTEREST MARGIN     3.86 %       3.64 %  
                 
(1) -For purposes of this table, nonaccrual loans are included in average loan balances.          
(2) – Interest income on tax-exempt securities and loans has been adjusted assuming a Federal tax rate of 21% for all periods presented.  
       The tax equivalent adjustment resulted in an increase in interest income of $759,000 and $543,000 for the      
       YTD 2023 and YTD 2022 periods, respectively.              
                 

Contact: Robert S. Tissue, Executive Vice President & CFO
Telephone: (304) 530-0552
Email: [email protected]



Lifezone Metals Completes Acquisition of Hydromet Lab and Engineering Firm, Simulus Group

Bringing Simulus in-house expands capabilities for Lifezone Metals’ growth strategy

New York (United States), Perth (Australia), July 27, 2023 (GLOBE NEWSWIRE) — Lifezone Metals Limited (“Lifezone Metals” or the “Company”) (NYSE: LZM), a modern metals company creating value across the battery metals supply chain from resource to metals production and recycling, is pleased to announce the acquisition of The Simulus Group Pty Limited (“Simulus” or “Simulus Group”) has concluded.

Lifezone Metals has a long-standing commercial relationship with the Simulus Group – a Perth-based hydrometallurgy (“hydromet”) laboratory and engineering company – that was Lifezone Metals’ metallurgical laboratory of choice for years, having supported a number of studies and test work on our Kabanga and Sedibelo projects. We consider the acquisition to be the logical next step, allowing us to shorten testing times, avoiding regular delays when using third party laboratories, and controlling external costs.

Founder and Chair of Lifezone Metals, Keith Liddell, said: “We believe that Simulus Group is one of the best hydrometallurgical laboratories in the world and acquired the company to incorporate their hydromet technology, lab capabilities, and technical excellence into our business as we grow to become a global metals company. At a time when the world is racing to tackle the climate crisis, this technology will provide a responsible solution to delivering the battery metals needed to support decarbonisation of the global economy.”  

Over the coming months, we will be planning for and integrating the Simulus facilities and teams into the Operating division of Lifezone Metals under Chief Operating Officer, Gerick Mouton. Once integrated, the aim will be to streamline the test work and further development of hydromet, bringing the technology solution closer to commercialisation – and in turn reducing the emissions produced as a result of processing and recycling of battery metals.  

Lifezone Metals has a solid pipeline of projects, including the Kabanga nickel project, autocatalyst recycling and further expansion of the portfolio as it grows, which will be supported by the lab and engineering capabilities of Simulus and may in time require an expansion of the current facilities.

The acquisition of Simulus is a key piece of Lifezone Metals’ long-term strategy and is an enabler to our ultimate mission: Developing a supply chain solution for clean metals.

If you would like to sign up for Lifezone Metals news alerts, please register here.

About Lifezone Metals

Lifezone Metals (NYSE: LZM) is a modern metals company creating value across the battery metals supply chain from resource to metals production and recycling. Our mission is to provide commercial access to proprietary technology and cleaner metals production through a scalable platform underpinned by our tailored hydromet technology. This technology has the potential to be a cleaner and lower cost alternative to smelting, allowing us to responsibly and cost-effectively provide cleaner metals.

By pairing the Kabanga Project in Tanzania, which we believe is one of the largest and highest-grade undeveloped nickel sulphide deposits in the world, with our proprietary Hydromet Technology, we will work to unlock the value of a key new source of supply to global battery metals markets. We have a long-standing partnership with BHP on the Kabanga Project, with BHP having invested USD100 million, as we work to empower Tanzania to achieve full value creation in-country and become the next premier source of nickel.

 www.lifezonemetals.com 

Forward-Looking Statements

Certain statements made herein are not historical facts but may be considered “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), Section 21E of the Securities Exchange Act of 1934, as amended and the “safe harbor” provisions under the Private Securities Litigation Reform Act of 1995. Forward-looking statements generally are accompanied by words such as “believe,” “may,” “will,” “estimate,” “continue,” “anticipate,” “intend,” “expect,” “should,” “would,” “plan,” “predict,” “potential,” “seem,” “seek,” “future,” “outlook” or the negatives of these terms or variations of them or similar terminology or expressions that predict or indicate future events or trends or that are not statements of historical matters. These forward-looking statements include, but are not limited to, statements regarding future events, the business combination between GoGreen Investments Corporation (“GoGreen”) and Lifezone Holdings Limited (“LHL”) that formed Lifezone Metals, the estimated or anticipated future results of Lifezone Metals, future opportunities for Lifezone Metals, including the efficacy of Lifezone Metals’ hydromet technology (“Hydromet Technology”) and the development of, and processing of mineral resources at, the Kabanga Project, and other statements that are not historical facts.

These statements are based on the current expectations of Lifezone Metals’ management and are not predictions of actual performance. These forward-looking statements are provided for illustrative purposes only and are 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. Actual events and circumstances are difficult or impossible to predict and will differ from assumptions. Many actual events and circumstances are beyond the control of Lifezone Metals. These statements are subject to a number of risks and uncertainties regarding Lifezone Metals’ business, and actual results may differ materially. These risks and uncertainties include, but are not limited to: general economic, political and business conditions, including but not limited to the economic and operational disruptions and other effects of the COVID-19 pandemic; the outcome of any legal proceedings that may be instituted against the Lifezone Metals in connection with the business combination; failure to realize the anticipated benefits of the business combination, including difficulty in integrating the businesses of LHL and GoGreen; the risks related to the rollout of Lifezone Metals’ business, the efficacy of the Hydromet Technology, and the timing of expected business milestones; Lifezone Metals’ development of, and processing of mineral resources at, the Kabanga Project; the effects of competition on Lifezone Metals’ business; the ability of Lifezone Metals to execute its growth strategy, manage growth profitably and retain its key employees; the ability of Lifezone Metals to maintain the listing of its securities on a U.S. national securities exchange; costs related to the business combination; our ability to successfully integrate Simulus into our business; and other risks that will be detailed from time to time in filings with the U.S. Securities and Exchange Commission. Additional information pertaining to the acquisition of the Simulus Group, including the risks related thereto, is set forth in the section of Lifezone Metals’ Registration Statement on Form F-4 (File No. 333-271300) filed with the SEC on April 17, 2023 titled “Risk Factors — There can be no assurance that we will complete the Simulus Acquisition. Failure to complete the Simulus Acquisition, or to successfully integrate SGPL into our business upon completion of the Simulus Acquisition, may adversely affect our business and operations. If the Simulus Acquisition is completed, in addition to the cash consideration, we will be required to issue Lifezone Metals’ Ordinary Shares to the shareholders of SGPL, which will result in dilution to Lifezone Metals’ existing shareholders,” which is incorporated herein by reference. The foregoing list of risk factors is not exhaustive. There may be additional risks that Lifezone Metals presently does not know or that Lifezone Metals currently believes are immaterial that could also cause actual results to differ from those contained in forward-looking statements. In addition, forward-looking statements provide Lifezone Metals’ expectations, plans or forecasts of future events and views as of the date of this communication. Lifezone Metals anticipates that subsequent events and developments will cause Lifezone Metals’ assessments to change. However, while Lifezone Metals may elect to update these forward-looking statements in the future, Lifezone Metals specifically disclaims any obligation to do so. These forward-looking statements should not be relied upon as representing Lifezone Metals’ assessments as of any date subsequent to the date of this communication. Accordingly, undue reliance should not be placed upon the forward-looking statements. Nothing herein should be regarded as a representation by any person that the forward-looking statements set forth herein will be achieved or that any of the contemplated results in such forward-looking statements will be achieved.  You should not place undue reliance on forward-looking statements in this communication, which speak only as of the date they are made and are qualified in their entirety by reference to the cautionary statements herein.

Certain statements made herein include references to “clean” or “green” metals, methods of production of such metals, energy or the future in general. Such references relate to environmental benefits such as lower green-house gas (“GHG”) emissions and energy consumption involved in the production of metals using the Hydromet Technology relative to the use of traditional methods of production and the use of metals such as nickel in the batteries used in electric vehicles. While studies by third parties (commissioned by Lifezone Metals) have shown that the Hydromet Technology, under certain conditions, results in lower GHG emissions and lower consumption of electricity compared to smelting with respect to refining platinum group metals, no active refinery currently licenses Lifezone Metals’ Hydromet Technology. Accordingly, Lifezone Metals’ Hydromet Technology and the resultant metals may not achieve the environmental benefits to the extent Lifezone Metals expects or at all. Any overstatement of the environmental benefits in this regard may have adverse implications for Lifezone Metals and its stakeholders.

Attachment



Natasha Liddell
Chief Sustainability & Communications Officer, Lifezone Metals
[email protected]

Ingo Hofmaier
Chief Financial Officer, Lifezone Metals
[email protected]

ICR, Inc.
Investor Relations, ICR, Inc.
646-200-8879
[email protected]

Bronwyn Wallace
US Media Enquiries, H+K Strategies
+1 (713) 724 3627
[email protected]