Helix Reports Second Quarter 2023 Results

Helix Reports Second Quarter 2023 Results

HOUSTON–(BUSINESS WIRE)–
Helix Energy Solutions Group, Inc. (“Helix”) (NYSE: HLX) reported net income of $7.1 million, or $0.05 per diluted share, for the second quarter 2023 compared to a net loss of $5.2 million, or $(0.03) per diluted share, for the first quarter 2023 and a net loss of $29.7 million, or $(0.20) per diluted share, for the second quarter 2022. Helix reported adjusted EBITDA1 of $71.3 million for the second quarter 2023 compared to $35.1 million for the first quarter 2023 and $16.8 million for the second quarter 2022.

For the six months ended June 30, 2023, Helix reported net income of $1.9 million, or $0.01 per diluted share, compared to a net loss of $71.7 million, or $(0.47) per diluted share, for the six months ended June 30, 2022. Adjusted EBITDA for the six months ended June 30, 2023 was $106.4 million compared to $19.3 million for the six months ended June 30, 2022. The table below summarizes our results of operations:

Summary of Results

($ in thousands, except per share amounts, unaudited)

 
Three Months Ended Six Months Ended
6/30/2023 6/30/2022 3/31/2023 6/30/2023 6/30/2022
Revenues

$

308,817

 

$

162,612

 

$

250,084

 

$

558,901

 

$

312,737

 

Gross Profit (Loss)

$

55,349

 

$

(1,354

)

$

15,184

 

$

70,533

 

$

(19,963

)

 

18

%

 

(1

)%

 

6

%

 

13

%

 

(6

)%

Net Income (Loss)

$

7,100

 

$

(29,699

)

$

(5,165

)

$

1,935

 

$

(71,730

)

Diluted Earnings (Loss) Per Share

$

0.05

 

$

(0.20

)

$

(0.03

)

$

0.01

 

$

(0.47

)

Adjusted EBITDA1

$

71,292

 

$

16,759

 

$

35,094

 

$

106,386

 

$

19,285

 

Cash and Cash Equivalents2

$

182,651

 

$

260,595

 

$

166,674

 

$

182,651

 

$

260,595

 

Net Debt1

$

78,317

 

$

4,010

 

$

91,278

 

$

78,317

 

$

4,010

 

Cash Flows from Operating Activities

$

31,501

 

$

(5,841

)

$

(5,392

)

$

26,109

 

$

(23,254

)

Free Cash Flow1

$

30,246

 

$

(7,405

)

$

(11,692

)

$

18,554

 

$

(25,441

)

 

1 Adjusted EBITDA, Net Debt and Free Cash Flow are non-GAAP measures; see reconciliations below

2 Excludes restricted cash of $2.5 million as of 3/31/23 and 6/30/22

Owen Kratz, President and Chief Executive Officer of Helix, stated, “The offshore energy services markets continue to improve with the oil and gas and the renewables markets driving increased activity globally and across all our business segments. Our second quarter results improved sequentially, as we benefitted from the seasonal pick-up in activity in our Robotics and Shallow Water Abandonment segments and strong utilization in our Well Intervention segment with the Q7000 commencing operations in the Asia Pacific region. Our Robotics segment benefited from strong vessel and trenching activity, with trenching projects in the quarter performed in Europe, the U.S. east coast and Asia Pacific. With improved global activity, the Robotics segment achieved its highest quarterly revenues since 2015. In our Shallow Water Abandonment segment, Helix Alliance operations improved with the commencement of seasonal activity of the Epic Hedron heavy lift barge. Given our overall strong performance during the second quarter and the strength in our outlook for the second half of the year, we increased our guidance for 2023. Additionally, we amended our ABL facility, increasing our facility size by $20 million, and continued to buy back shares under our share repurchase program.”

Segment Information, Operational and Financial Highlights

($ in thousands, unaudited)

 
Three Months Ended Six Months Ended
6/30/2023 6/30/2022 3/31/2023 6/30/2023 6/30/2022
Revenues:
Well Intervention

$

154,221

 

$

106,291

 

$

142,438

 

$

296,659

 

$

212,658

 

Robotics

 

70,050

 

 

49,850

 

 

49,222

 

 

119,272

 

 

87,201

 

Shallow Water Abandonment1

 

76,306

 

 

 

 

49,381

 

 

125,687

 

 

 

Production Facilities

 

23,128

 

 

17,678

 

 

20,905

 

 

44,033

 

 

35,972

 

Intercompany Eliminations

 

(14,888

)

 

(11,207

)

 

(11,862

)

 

(26,750

)

 

(23,094

)

Total

$

308,817

 

$

162,612

 

$

250,084

 

$

558,901

 

$

312,737

 

 
Income (Loss) from Operations:
Well Intervention

$

3,380

 

$

(22,548

)

$

(8,143

)

$

(4,763

)

$

(54,306

)

Robotics

 

17,467

 

 

9,666

 

 

5,094

 

 

22,561

 

 

11,146

 

Shallow Water Abandonment1

 

19,762

 

 

 

 

6,822

 

 

26,584

 

 

 

Production Facilities

 

7,774

 

 

6,045

 

 

5,157

 

 

12,931

 

 

11,896

 

Change in Fair Value of Contingent Consideration

 

(10,828

)

 

 

 

(3,992

)

 

(14,820

)

 

 

Corporate / Other / Eliminations

 

(17,350

)

 

(12,139

)

 

(13,241

)

 

(30,591

)

 

(20,689

)

Total

$

20,205

 

$

(18,976

)

$

(8,303

)

$

11,902

 

$

(51,953

)

1 Shallow Water Abandonment includes the results of Helix Alliance beginning July 1, 2022, the date of acquisition

Segment Results

Well Intervention

Well Intervention revenues increased $11.8 million, or 8%, during the second quarter 2023 compared to the prior quarter. Our second quarter 2023 revenues increased primarily due to higher revenue on the Q7000, as well as higher utilization on the Q5000 and the North Sea vessels following their completion of scheduled regulatory inspections and maintenance during the first quarter. The revenue increases were offset in part by lower utilization on the Q4000, which commenced its regulatory dry dock during the quarter. During the second quarter 2023, the Q7000 recognized revenues over approximately 27 days following its paid transit and mobilization to New Zealand. During the prior quarter, the Q7000 recognized no revenue as it had 53 days of dry dock and 37 days of paid transit and mobilization to New Zealand for which all revenues were deferred. Overall Well Intervention vessel utilization increased to 84% during the second quarter 2023 compared to 80% during the prior quarter. Well Intervention generated operating income of $3.4 million during the second quarter 2023 compared to operating losses of $8.1 million during the prior quarter. The improvement in operating results was primarily due to higher revenues during the second quarter.

Well Intervention revenues increased $47.9 million, or 45%, during the second quarter 2023 compared to the second quarter 2022. The increase was primarily due to higher revenues in the North Sea, Brazil and on the Q7000, offset in part by lower utilization on the Q4000 during the second quarter 2023. North Sea revenues improved during the second quarter 2023 with stronger utilization and rates compared to the second quarter 2022, and revenues in Brazil increased primarily due to higher rates as both vessels commenced long-term contracts with improved day rates at the end of 2022. During the second quarter 2023, the Q7000 recognized revenues over approximately 27 days following its paid transit and mobilization to New Zealand, compared to the second quarter 2022 when the vessel had only 2 days of utilization before conducting scheduled regulatory maintenance during the remainder of the quarter. The second quarter 2023 revenue increases were offset in part by lower utilization on the Q4000, which commenced its regulatory dry dock during the second quarter 2023. Overall Well Intervention vessel utilization increased to 84% during the second quarter 2023 compared to 67% during the second quarter 2022. Well Intervention generated operating income of $3.4 million during the second quarter 2023 compared to operating losses of $22.5 million during the second quarter 2022. The improvement in operating results was primarily due to higher revenues during 2023.

Robotics

Robotics revenues increased $20.8 million, or 42%, during the second quarter 2023 compared to the prior quarter. The increase in revenues was due to higher utilization and rates on ROVs, trenchers and vessels during the second quarter 2023 compared to the prior quarter. Chartered vessel activity increased to 435 days compared to 295 days, and vessel utilization increased to 96% during the second quarter 2023 compared to 91% during the prior quarter. Vessel days included 113 spot vessel days during the second quarter 2023 compared to 13 spot vessel days during the prior quarter. ROV and trencher utilization increased to 58% during the second quarter 2023 compared to 56% during the prior quarter. Integrated vessel trenching days increased to 194 days during the second quarter 2023 compared to 66 days during the prior quarter. Trenching activity during the second quarter also included 58 days of utilization of the i-Plough as a stand-alone trencher performing site clearance on a third-party vessel compared to 90 days during the prior quarter. The IROV boulder grab, included in ROV utilization, had 83 days of utilization during the second quarter 2023 performing seabed clearance operations on the U.S. east coast compared to no utilization during the prior quarter. Robotics operating income increased $12.4 million during the second quarter 2023 compared to the prior quarter due to higher revenues.

Robotics revenues increased $20.2 million, or 41%, during the second quarter 2023 compared to the second quarter 2022. The increase in revenues was primarily due to higher utilization and rates on ROVs, trenchers and vessels during the second quarter 2023 compared to the second quarter 2022. Chartered vessel days and utilization increased to 435 days and 96%, respectively, during the second quarter 2023 compared to 370 days and 94%, respectively, during the second quarter 2022. Vessel days included 113 spot vessel days during the second quarter 2023 compared to 116 spot vessel days during the second quarter 2022. ROV and trencher utilization increased to 58% during the second quarter 2023 compared to 53% during the second quarter 2022. The second quarter 2023 included 194 days of integrated vessel trenching compared to 81 days of integrated vessel trenching during the second quarter 2022. The second quarter 2023 included 58 days of stand-alone trencher activities on the i-Plough trencher and 83 days of utilization on the IROV boulder grab, both of which were acquired subsequent to the second quarter 2022. Robotics operating income increased $7.8 million during the second quarter 2023 compared to the second quarter 2022 primarily due to higher revenues.

Shallow Water Abandonment

Shallow Water Abandonment revenues increased $26.9 million, or 55%, during the second quarter 2023 compared to the previous quarter. The increase in revenues reflected higher seasonal activity, with increases in vessel and system utilization including high utilization on the Epic Hedron. Overall vessel utilization was 78% during the second quarter 2023 compared to 58% during the prior quarter. Plug and Abandonment and Coiled Tubing systems achieved 1,554 days of utilization, or 81%, during the second quarter 2023 compared to 1,277 days of utilization, or 68%, during the prior quarter. The Epic Hedron heavy lift barge commenced seasonal operations and achieved 72 days of utilization, or 79%, during the second quarter 2023 compared to 13 days, or 14%, during the prior quarter. Shallow Water Abandonment operating income increased $12.9 million during the second quarter 2023 compared to the prior quarter primarily due to higher revenue during the second quarter.

Production Facilities

Production Facilities revenues increased $2.2 million, or 11%, during the second quarter 2023 compared to the prior quarter due to higher oil and gas production on the Thunder Hawk wells, which were shut-in for planned maintenance during the prior quarter. Production Facilities operating income increased $2.6 million during the second quarter 2023 compared to the prior quarter due to higher revenues.

Production Facilities revenues increased $5.5 million, or 31%, during the second quarter 2023 compared to the second quarter 2022 primarily due to higher oil and gas production with the contribution from our interest in the Thunder Hawk field, which was acquired during the third quarter 2022. The increase in revenue was offset in part by lower commodity prices realized on the Droshky wells during the second quarter 2023 compared to the second quarter 2022. Production Facilities operating income increased $1.7 million during the second quarter 2023 due primarily to higher revenues.

Selling, General and Administrative and Other

Share Repurchases

Cash flows during the second quarter 2023 included $5.1 million for repurchases of 750,000 Helix common shares pursuant to our share repurchase program, an average purchase price of $6.77 per share. Year-to-date cash flows include $10.1 million for repurchases of 1,410,000 Helix common shares, an average purchase price of $7.13 per share.

Selling, General and Administrative

Selling, general and administrative expenses were $24.0 million, or 7.8% of revenue, during the second quarter 2023 compared to $19.6 million, or 7.8% of revenue, during the prior quarter. The increase during the second quarter was primarily due to higher compensation costs compared to the prior quarter.

Acquisition and Integration Costs

Acquisition and integration costs were $0.3 million during the second quarter 2023 compared to $0.2 million during the prior quarter and included primarily financial and operational integration costs related to our acquisition of the Alliance group of companies, which closed on July 1, 2022.

Change in Fair Value of Contingent Consideration

Change in fair value of contingent consideration related to our acquisition of Alliance was $10.8 million during the second quarter 2023 and reflects an increase in the fair value of the estimated earn-out payable in 2024.

Other Income and Expenses

Other expense, net was $5.7 million during the second quarter 2023 compared to other income of $3.4 million during the prior quarter. Other expense, net during the second quarter 2023 includes primarily foreign currency losses of $11.7 million related to the approximate 39% devaluation of the Nigerian naira on our naira cash holdings, which approximated $16.2 million at quarter end. The losses on the naira were offset in part by the approximate 3% strengthening of the British pound primarily on U.S. dollar denominated intercompany debt in our U.K. entities.

Cash Flows

Operating cash flows were $31.5 million during the second quarter 2023 compared to $(5.4) million during the prior quarter and $(5.8) million during the second quarter 2022. The increases in operating cash flows quarter over quarter and year over year were primarily due to higher earnings, offset in part by higher regulatory certification costs for our vessels and systems during the second quarter 2023 compared to the prior quarter and to the second quarter 2022. Cash paid for regulatory recertifications for our vessels and systems, which are included in operating cash flows, were $24.2 million during the second quarter 2023 compared to $17.2 million during the prior quarter and $9.3 million during the second quarter 2022.

Capital expenditures, which are included in investing cash flows, totaled $1.3 million during the second quarter 2023 compared to $6.7 million during the prior quarter and $1.6 million during the second quarter 2022.

Free Cash Flow was $30.2 million during the second quarter 2023 compared to $(11.7) million during the prior quarter and $(7.4) million during the second quarter 2022. The increase in Free Cash Flow quarter over quarter and year over year was due to higher operating cash flows and lower capital expenditures during the first quarter 2023. (Free Cash Flow is a non-GAAP measure. See reconciliation below.)

Financial Condition and Liquidity

Cash and cash equivalents were $182.7 million at June 30, 2023. Available capacity under our ABL facility at June 30, 2023 was $102.5 million, resulting in total liquidity of $285.2 million. At June 30, 2023 we had $261.0 million of long-term debt and Net Debt of $78.3 million. (Net Debt is a non-GAAP measure. See reconciliation below.)

Conference Call Information

Further details are provided in the presentation for Helix’s quarterly teleconference to review its second quarter 2023 results (see the “For the Investor” page of Helix’s website, www.helixesg.com). The teleconference, scheduled for Thursday, July 27, 2023, at 9:00 a.m. Central Time, will be audio webcast live from the “For the Investor” page of Helix’s website. Investors and other interested parties wishing to participate in the teleconference may join by dialing 1-877-224-1468 for participants in the United States and 1-312-546-6631 for international participants. The passcode is “Staffeldt.” A replay of the webcast will be available on the “For the Investor” page of Helix’s website by selecting the “Audio Archives” link beginning approximately two hours after the completion of the event.

About Helix

Helix Energy Solutions Group, Inc., headquartered in Houston, Texas, is an international offshore energy services company that provides specialty services to the offshore energy industry, with a focus on well intervention, robotics and full field decommissioning operations. Our services are centered on a three-legged business model well positioned for a global energy transition by maximizing production of existing oil and gas reserves, supporting renewable energy developments and decommissioning end-of-life oil and gas fields. For more information about Helix, please visit our website at www.helixesg.com.

Non-GAAP Financial Measures

Management evaluates operating performance and financial condition using certain non-GAAP measures, primarily EBITDA, Adjusted EBITDA, Free Cash Flow and Net Debt. We define EBITDA as earnings before income taxes, net interest expense, gains or losses on extinguishment of long-term debt, gains and losses on equity investments, net other income or expense, and depreciation and amortization expense. Non-cash impairment losses on goodwill and other long-lived assets are also added back if applicable. To arrive at our measure of Adjusted EBITDA, we exclude the gain or loss on disposition of assets, acquisition and integration costs, the change in fair value of the contingent consideration and the general provision (release) for current expected credit losses, if any. We define Free Cash Flow as cash flows from operating activities less capital expenditures, net of proceeds from sale of assets. Net Debt is calculated as long-term debt including current maturities of long-term debt less cash and cash equivalents and restricted cash.

We use EBITDA, Adjusted EBITDA, Free Cash Flow and Net Debt to monitor and facilitate internal evaluation of the performance of our business operations, to facilitate external comparison of our business results to those of others in our industry, to analyze and evaluate financial and strategic planning decisions regarding future investments and acquisitions, to plan and evaluate operating budgets, and in certain cases, to report our results to the holders of our debt as required by our debt covenants. We believe that our measures of EBITDA, Adjusted EBITDA, Free Cash Flow and Net Debt provide useful information to the public regarding our operating performance and ability to service debt and fund capital expenditures and may help our investors understand and compare our results to other companies that have different financing, capital and tax structures. Other companies may calculate their measures of EBITDA, Adjusted EBITDA, Free Cash Flow and Net Debt differently from the way we do, which may limit their usefulness as comparative measures. EBITDA, Adjusted EBITDA, Free Cash Flow and Net Debt should not be considered in isolation or as a substitute for, but instead are supplemental to, income from operations, net income, cash flows from operating activities, or other income or cash flow data prepared in accordance with GAAP. Users of this financial information should consider the types of events and transactions that are excluded from these measures. See reconciliation of the non-GAAP financial information presented in this press release to the most directly comparable financial information presented in accordance with GAAP.

Forward-Looking Statements

This press release contains forward-looking statements that involve risks, uncertainties and assumptions that could cause our results to differ materially from those expressed or implied by such forward-looking statements. All statements, other than statements of historical fact, are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, including, without limitation, any statements regarding: our plans, strategies and objectives for future operations; visibility and future utilization; energy transition or energy security; any projections of financial items including projections as to guidance and other outlook information; our share repurchase authorization or program; our ability to identify, effect and integrate acquisitions, joint ventures or other transactions, including the integration of the Alliance acquisition; oil price volatility and its effects and results; our protocols and plans; our current work continuing; the spot market; our spending and cost management efforts and our ability to manage changes; future operations expenditures; our ability to enter into, renew and/or perform commercial contracts; developments; our environmental, social and governance (“ESG”) initiatives; future economic conditions or performance; any statements of expectation or belief; and any statements of assumptions underlying any of the foregoing. Forward-looking statements are subject to a number of known and unknown risks, uncertainties and other factors that could cause results to differ materially from those in the forward-looking statements, including but not limited to market conditions; results from acquired properties; demand for our services; the performance of contracts by suppliers, customers and partners; actions by governmental and regulatory authorities; operating hazards and delays, which include delays in delivery, chartering or customer acceptance of assets or terms of their acceptance; our ability to secure and realize backlog; the effectiveness of our ESG initiatives and disclosures; human capital management issues; complexities of global political and economic developments; geologic risks; volatility of oil and gas prices and other risks described from time to time in our filings with the Securities and Exchange Commission (“SEC”), including our most recently filed Annual Report on Form 10-K, which are available free of charge on the SEC’s website at www.sec.gov. We assume no obligation and do not intend to update these forward-looking statements, which speak only as of their respective dates, except as required by law.

HELIX ENERGY SOLUTIONS GROUP, INC.
Comparative Condensed Consolidated Statements of Operations
 

Three Months Ended June 30,

 

Six Months Ended June 30,

(in thousands, except per share data)

2023

 

2022

 

2023

 

2022

(unaudited) (unaudited)
 
Net revenues

$

308,817

 

$

162,612

 

$

558,901

 

$

312,737

 

Cost of sales

 

253,468

 

 

163,966

 

 

488,368

 

 

332,700

 

Gross profit (loss)

 

55,349

 

 

(1,354

)

 

70,533

 

 

(19,963

)

Gain on disposition of assets, net

 

 

 

 

 

367

 

 

 

Acquisition and integration costs

 

(309

)

 

(1,587

)

 

(540

)

 

(1,587

)

Change in fair value of contingent consideration

 

(10,828

)

 

 

 

(14,820

)

 

 

Selling, general and administrative expenses

 

(24,007

)

 

(16,035

)

 

(43,638

)

 

(30,403

)

Income (loss) from operations

 

20,205

 

 

(18,976

)

 

11,902

 

 

(51,953

)

Equity in earnings of investment

 

 

 

8,184

 

 

 

 

8,184

 

Net interest expense

 

(4,228

)

 

(4,799

)

 

(8,415

)

 

(9,973

)

Other expense, net

 

(5,740

)

 

(13,471

)

 

(2,296

)

 

(17,352

)

Royalty income and other

 

175

 

 

797

 

 

2,038

 

 

2,938

 

Income (loss) before income taxes

 

10,412

 

 

(28,265

)

 

3,229

 

 

(68,156

)

Income tax provision

 

3,312

 

 

1,434

 

 

1,294

 

 

3,574

 

Net income (loss)

$

7,100

 

$

(29,699

)

$

1,935

 

$

(71,730

)

 
Earnings (loss) per share of common stock:
Basic

$

0.05

 

$

(0.20

)

$

0.01

 

$

(0.47

)

Diluted

$

0.05

 

$

(0.20

)

$

0.01

 

$

(0.47

)

 
Weighted average common shares outstanding:
Basic

 

150,791

 

 

151,205

 

 

151,275

 

 

151,174

 

Diluted

 

153,404

 

 

151,205

 

 

153,873

 

 

151,174

 

Comparative Condensed Consolidated Balance Sheets
 
June 30, 2023 Dec. 31, 2022
(in thousands) (unaudited)
 
ASSETS
 
Current Assets:
Cash and cash equivalents

$

182,651

$

186,604

Restricted cash

 

 

2,507

Accounts receivable, net

 

253,147

 

212,779

Other current assets

 

76,212

 

58,699

Total Current Assets

 

512,010

 

460,589

 
Property and equipment, net

 

1,608,988

 

1,641,615

Operating lease right-of-use assets

 

177,942

 

197,849

Deferred recertification and dry dock costs, net

 

77,243

 

38,778

Other assets, net

 

47,662

 

50,507

Total Assets

$

2,423,845

$

2,389,338

 
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current Liabilities:
Accounts payable

$

145,937

$

135,267

Accrued liabilities

 

142,609

 

73,574

Current maturities of long-term debt

 

38,499

 

38,200

Current operating lease liabilities

 

55,667

 

50,914

Total Current Liabilities

 

382,712

 

297,955

 
Long-term debt

 

222,469

 

225,875

Operating lease liabilities

 

131,175

 

154,686

Deferred tax liabilities

 

99,864

 

98,883

Other non-current liabilities

 

55,697

 

95,230

Shareholders’ equity

 

1,531,928

 

1,516,709

Total Liabilities and Equity

$

2,423,845

$

2,389,338

Helix Energy Solutions Group, Inc.
Reconciliation of Non-GAAP Measures
 
 
Three Months Ended Six Months Ended
(in thousands, unaudited) 6/30/2023 6/30/2022 3/31/2023 6/30/2023 6/30/2022
 
Reconciliation from Net Income (Loss) to Adjusted EBITDA:
Net income (loss)

$

7,100

 

$

(29,699

)

$

(5,165

)

$

1,935

 

$

(71,730

)

Adjustments:
Income tax provision (benefit)

 

3,312

 

 

1,434

 

 

(2,018

)

 

1,294

 

 

3,574

 

Net interest expense

 

4,228

 

 

4,799

 

 

4,187

 

 

8,415

 

 

9,973

 

Other (income) expense, net

 

5,740

 

 

13,471

 

 

(3,444

)

 

2,296

 

 

17,352

 

Depreciation and amortization

 

39,227

 

 

33,158

 

 

37,537

 

 

76,764

 

 

66,646

 

Gain on equity investment

 

 

 

(8,184

)

 

 

 

 

 

(8,184

)

EBITDA

 

59,607

 

 

14,979

 

 

31,097

 

 

90,704

 

 

17,631

 

Adjustments:
Gain on disposition of assets, net

 

 

 

 

 

(367

)

 

(367

)

 

 

Acquisition and integration costs

 

309

 

 

1,587

 

 

231

 

 

540

 

 

1,587

 

Change in fair value of contingent consideration

 

10,828

 

 

 

 

3,992

 

 

14,820

 

 

 

General provision for current expected credit losses

 

548

 

 

193

 

 

141

 

 

689

 

 

67

 

Adjusted EBITDA

$

71,292

 

$

16,759

 

$

35,094

 

$

106,386

 

$

19,285

 

 
 
Free Cash Flow:
Cash flows from operating activities

$

31,501

 

$

(5,841

)

$

(5,392

)

$

26,109

 

$

(23,254

)

Less: Capital expenditures, net of proceeds from sale of assets

 

(1,255

)

 

(1,564

)

 

(6,300

)

 

(7,555

)

 

(2,187

)

Free Cash Flow

$

30,246

 

$

(7,405

)

$

(11,692

)

$

18,554

 

$

(25,441

)

 
 
Net Debt:
Long-term debt including current maturities

$

260,968

 

$

267,110

 

$

260,460

 

$

260,968

 

$

267,110

 

Less: Cash and cash equivalents and restricted cash

 

(182,651

)

 

(263,100

)

 

(169,182

)

 

(182,651

)

 

(263,100

)

Net Debt

$

78,317

 

$

4,010

 

$

91,278

 

$

78,317

 

$

4,010

 

 

 

Erik Staffeldt, Executive Vice President and CFO

email: [email protected]

Ph: 281-618-0465

KEYWORDS: Texas United States North America

INDUSTRY KEYWORDS: Alternative Energy Energy Other Energy Oil/Gas

MEDIA:

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HSBC Bank USA, N.A. and Affiliates Raise Prime and Reference Rate

HSBC Bank USA, N.A. and Affiliates Raise Prime and Reference Rate

NEW YORK–(BUSINESS WIRE)–
HSBC Bank USA, N.A., and its affiliates announced today that they have raised their prime and reference rate to 8.50% from 8.25%, effective tomorrow.

About HSBC

HSBC USA Inc. (“HUSI”) is a Maryland corporation and its principal business is to act as a holding company for its subsidiaries including HSBC Bank USA, N.A. Through HSBC Bank USA, N.A. and its subsidiaries, HUSI offers a full range of traditional banking products and services to individuals, including high net worth individuals, small businesses, corporations, institutions and governments. HSBC USA Inc. is a wholly-owned subsidiary of HSBC North America Holdings Inc.

HSBC Holdings plc, the parent company of HSBC, is headquartered in London. HSBC serves customers worldwide from offices in 62 countries and territories in its geographical regions: Europe, Asia, North America, Latin America, and Middle East and North Africa. With assets of $2,990bn at 31 March 2023, HSBC is one of the world’s largest banking and financial services organisations.

Media enquiries to:


Jack Mullin

External Communications

[email protected]

KEYWORDS: United States North America New York

INDUSTRY KEYWORDS: Banking Professional Services Finance

MEDIA:

LifeWallet Announces Fiscal Year and Fourth Quarter 2022 Financial Results

CORAL GABLES, Fla., July 26, 2023 (GLOBE NEWSWIRE) — MSP Recovery, Inc. d/b/a LifeWallet (NASDAQ: LIFW) (“LifeWallet,” or the “Company”), a Medicare, Medicaid, commercial, and secondary payer reimbursement recovery and technology leader, announced it has filed its Annual Report on Form 10-K for the fiscal year ended December 31, 2022. As previously stated, such restatements relate to the reassessment of complex accounting matters based on non-cash adjustments and do not affect the Company’s cash position. The Company continues its strategy, daily operations, and mission to disrupt the antiquated healthcare reimbursement system with data-driven solutions for consumers and industries.

The Company is working expeditiously to file its Form 10-Q for the periods ending March 31, 2023 and June 30, 2023. Subsequently, the company looks forward to holding a conference call to discuss historical events, current status, and futuristic outlook.

As described in our Current Report on Form 8-K filed with the SEC on April 14, 2023, we identified errors in the accounting for the indemnification asset, various intangible assets and rights to cash flows, and consolidation of an entity in connection with our business combination. As a result of these errors, management and the audit committee of our board of directors concluded that our previously issued unaudited condensed consolidated financial statements for the periods ended June 30, 2022 and September 30, 2022 were materially misstated. Accordingly, our unaudited condensed consolidated financial statements for the foregoing periods require restatement and should no longer be relied upon. The financial information that was previously filed or otherwise reported as of and for the periods ended June 30, 2022 and September 30, 2022 is superseded by the information in the Annual Report on Form 10-K. See Note 18 to our consolidated financial statements in the Annual Report on Form 10-K for additional information on the restatement and the related financial information impacts.

In addition, on April 16, 2023, the board of directors of the Company established a special committee to review matters related to the preparation and filing of the Annual Report on Form 10-K, and to address any related issues. At that time, it was decided to postpone the filing of this Annual Report on Form 10-K pending the special committee’s review. On June 13, 2023, the special committee finalized its review. The findings and recommendations of the special committee are set forth in “Part II, Item 9A Controls and Procedures” of the Annual Report on Form 10-K.

Fiscal Year 2022 Major Highlights

  • LifeWallet continued to execute and advance its business strategy as the Paid Value of Potentially Recoverable Claims (“PVPRC”) increased by about $3 billion by year-end for a total of $89.6 billion from inception to the end of 2022. Continued growth of PVPRC reflects strong demand for LifeWallet’s expertise and recovery services from health plans, providers, and self-insured entities. As a result of ongoing recovery efforts, a large portion of the newly acquired claims are incorporated into existing cases.
  • During 2022, the Company recovered or settled $4.8 million in claims recovery income through consolidated and nonconsolidated entities. These recoveries include an accident-related case settlement for $1.75 million with a primary payer with very limited exposure where the average recovery on claims settled exceeded 2x the PVPRC. The Company also settled with a group health plan, recovering $1.15 million on claims that had never been calculated as potentially recoverable and were found through the exercise of due diligence.
  • For the fiscal year 2022, LifeWallet had an operating loss of $331.5 million and an adjusted operating loss excluding non-cash items, of $44.5 million. The Company’s operating loss was driven by two large non-cash expenses, (i) claims amortization expense and (ii) interest expense, both combined represented 87% of our operating loss.
  • Throughout 2022, LifeWallet furthered its litigation and data-matching strategies. The Company continues to make progress in its recovery efforts. Recoveries are dependent on the completion of litigation and the negotiation of settlements, the timing of which can be subject to the risk of delays associated with the litigation and settlement process. However, we continue to make progress in the data matching process associated with those settlement negotiations, whereby primary payer insurers reconcile what they owe as a result of detailed data exchanges.
  • During 2022, the Company entered into a warrant agreement with Brickell Key Investments, LP (“Brickell Key”) that reduced debt by $63 million, resulting in a $40 million reduction in accrued interest annually. By exchanging debt for equity, the Brickell Key transaction demonstrated their continued confidence in the Company.
  • During 2022, LifeWallet developed LifeChain blockchain technology, which is in the process of being implemented for several clients. LifeChain will give payers, providers, and patients the ability to confirm billing and payment integrity while reducing fraud and duplicate or improper payments. LifeChain will also offer healthcare providers invaluable data analysis tailored to their practice, including specialized healthcare analysis based on a provider’s specific needs and connection to different data sources, leading to improved patient care.

Fiscal Year 2022 Financial Highlights

  • Revenue: Total revenue for 2022 was $23.4 million, up 60% from 2021.
  • Operating loss: Operating loss for 2022 was $331 million, compared with $7.1 million for 2021. Adjusted operating loss for 2022 was $44.5 million, excluding non-cash claims amortization expense of $266.9 million and share compensation of $20.1 million.1
  • Net loss: Net loss for 2022 was $402 million and $7.4 million to controlling members, or net loss per share of $0.12 per share, based on 61.8 million weighted average shares outstanding. Adjusted net loss for 2022 was $44.8 million, excluding the non-cash item noted above, add back for non-cash gain on debt extinguishment of $63.4 million, change in fair value of warrant and derivative liabilities of $12.5 million and $121 million of non-cash expenses related to paid in kind interest.1
  • Liquidity: As of December 31, 2022, cash and cash equivalents were $3.7 million. In addition, we announced on March 29, 2023, the Company entered into the Working Capital Credit Agreement consisting of a commitment to fund up to $48 million in proceeds. The Company has potential additional capital resources, which include the Company Common Stock Purchase Agreement, the Investment Capacity Agreement, by and among MSP Recovery and Virage Capital Management, LP., and up to an additional $250 million from the Prudent Sale. While the Investment Capacity Agreement and Prudent Sale are still in effect as of this date, its uncertain if or when the Company would transact on the agreements.

(1) Additional information regarding the non-GAAP financial measures discussed in this release, including an explanation of these measures and how each is calculated, is included below under the heading “Non-GAAP Financial Measures.” A reconciliation of GAAP to non-GAAP financial measures has also been provided in the financial tables included below.

Recent Updates:

  • LifeWallet also recently announced it successfully renegotiated two material obligations. The Company has extended its payment obligations to Virage Recovery Master LP, an entity managed by Virage Capital Management LP and Nomura Securities International, Inc. The new agreements with Virage and Nomura extended the payment dates for each to September 30, 2024.
  • The Company also entered into three separate transactions, Hazel Holdings I, LLC and Hazel Partners Holdings LLC. The Company secured a credit agreement providing the Company with $48 million worth of working capital, the funding of which is subject to certain milestones. Detailed financials relating to the transactions will be reflected in the Company’s first fiscal quarter 2023 financial statements.

Assigned Recovery Rights Claims Paid and Billed Value

The table below outlines the Company’s growth in claims data received in the most recent periods. The amounts represent data received from current and new assignors:

Select Portfolio Metrics  
As of Year Ended
December 31
  Nine Months Ended September 30,   Six Months Ended June 30,   Three Months Ended March 31,   Year Ended
December 31
  Year Ended
December 31
 

(in billions)
2022   2022   2022   2022   2021   2020  
Total Paid Amount $ 374.8   $ 373.3   $ 370.2   $ 366.9   $ 364.4   $ 58.4  
Paid Value of Potentially Recoverable Claims (PVPRC)   89.6     89.2     88.3     87.3     86.6     14.7  
Billed Value of Potentially Recoverable Claims (BVPRC)   377.8     376.1     371.3     367.8     363.2     52.3  
  • Total Paid Amount of owned claims has increased to $374.8 billion, as of December 31, 2022, up $10.4 billion or 3% from $364.4 billion as of December 31, 2021. This figure represents the amounts our clients/assignors have paid for in medical bills (including capitation payments).
  • Paid Value of Potential Recoverable Claims grew to $89.6 billion, as of December 31, 2022, up $3 billion or 3% from $86.6 billion as of December 31, 2021. This figure represents the amounts LifeWallet estimates are potentially recoverable as identified by LifeWallet algorithms.
  • On August 10, 2022, the United States Court of Appeals, Eleventh Circuit held that four-year statute of limitations period for civil actions arising under an Act of Congress enacted after December 1, 1990 applies to certain claims brought under the Medicare Secondary Payer private cause of action, and that the limitations period begins to run on the date that the cause of action accrued. This opinion may render certain Claims held by the Company unrecoverable and may substantially reduce PVPRC and BVPRC as calculated. As our cases were filed at different times and in various jurisdictions, and prior to data matching with a defendant we are not able to accurately calculate the entirety of damages specific to a given defendant, we cannot calculate with certainty the impact of this ruling at this time. Although this opinion is binding only on courts in the Eleventh Circuit, if the application of this statute of limitations as determined by the Eleventh Circuit was applied to all Claims assigned to us, we estimate that the effect would be a reduction of PVPRC by approximately $8.86 billion. As set forth in our Risk Factors, PVPRC is based on a variety of factors. As such, this estimate is subject to change based on the variety of legal claims being litigated and statute of limitations tolling theories that apply.

Recoveries Being Sought by Category:

During 2022, LifeWallet announced a strategy whereby the Company is sending out individual demand letters on identified recoverable claims to responsible payers for prompt payment. The table below outlines specific dollar amounts identified by the Company, broken down by litigation and demand letter type, that it plans to pursue against different responsible parties:

Recoveries Being Sought By Category
  Paid Amount

($ in millions)
Billed Amounts Sought

($ in millions)
2022 Recovery

($ in millions)
Recovery Multiple
ACCIDENT RELATED:        
Data Matching(1) $ 5,046.5 $ 20,361.4 $ 1.9 2.1x
Demand Letters(2)        
1stParty Demands $ 117.6 $ 682.3 $ 0.3 1.8x
3rdParty Demands $ 227.4 $ 1,631.2 $ 0.1 4.4x
Case and Lien Recoveries $ 18.7 $ 75.9 $ 2.2 1.9x
FRAUD & MISCONDUCT CASES:        
Private Lien Resolution Program(3) $ 2.5 $ 12.9 $ 2.4 Un-funneled Recovery
Big Pharma/Product Liability(4) $ 6,219.8 $ 19,434.9 $ 0.5 Un-funneled Recovery
Group Health Plan Recovery(4) $ 2.1 $ 10.9 $ 1.2 Un-funneled Recovery

(1) Data Matching represents potential recovery opportunities the Company has identified via court orders or agreements with primary payers. These represent potential recoveries that LIFW could receive from our settlement discussions or data matching with auto insurance carriers that represent approximately 28% combined market share of the auto industry. 

(2) As previously announced June 13th and 27th 2022, MSP initiated billing amounts to primary payers (i.e., property and casualty insurers), giving these parties the opportunity to pay without the need for litigation or extended litigation. 

(3) PLRPs are established to resolve health care liens asserted by private health insurance providers in mass tort settlements. MSPR is actively working with various lien resolution administrators to recover on those owned claims for which manufacturers have already settled other lawsuits and established PLRPs. 

(4) Un-funnel recovery represents a recovery that was not identified in the PVPRC. The majority of the amount recovered in the Private Lien Resolution Program represents recoveries that are un-funneled recoveries.

Data Matching: Data Matching represents potential recovery opportunities the Company has identified via court orders or agreements with primary payers. These represent potential recoveries that LifeWallet could receive from a portion of our settlement discussions with approximately 28% of Auto Insurance industry or via demand letters.

Demand Letters: As previously announced June 13th and 27th 2022, LifeWallet initiated billing amounts to primary payers (i.e., property and casualty insurers) and big pharma, giving these parties the opportunity to pay without the need for litigation or extended litigation. For 2022, our recovery multiple on 1st party & 3rd party demand letters, was 1.8x and 4.4x, respectively.

Private Lien Resolution Programs (“PLRP”): PLRPs are established to resolve health care liens asserted by private health insurance providers in mass tort settlements. LifeWallet is actively working with various lien resolution administrators to recover on those owned claims for which manufacturers have already settled other lawsuits and established PLRPs.

Financial Outlook

Recoveries Guidance: The Company continues to make progress in its recovery efforts, and management continues to believe previously projected recoveries are ultimately collectible.   Recoveries are dependent on the completion of litigation and the negotiation of settlements, which are inherently uncertain and are subject to risk of delay and litigation outcomes.  As a result, the Company will not provide future guidance on recoveries that are dependent on litigation or subrogation process.  

Additional information regarding the non-GAAP financial measures discussed in this release, including an explanation of these measures and how each is calculated, is included below under the heading “Non-GAAP Financial Measures.” A reconciliation of GAAP to non-GAAP financial measures has also been provided in the financial tables included below.

Quarterly Conference Call

The Company will not host a conference call to review the fourth quarter results for investors and analysts. Instead, the Company will host a call after the Company reports its second quarter results, at which time the Company will review both the 2022 and 2023 first and second quarter results. The date and time will be provided at a later date.

About MSP Recovery

In January 2023 MSP Recovery announced its rebranding to its nationally recognized brand, LifeWallet. The Company will not change its core strategy, and its core business remains the same–-secondary payer reimbursement recoveries. Utilizing the name LifeWallet reflects the diverse recovery opportunities presented by the company’s growing technological innovations and consolidates the Company’s lines of business under the same name, while positioning itself to generate additional revenues that were not predicted at the time of its business combination.

Founded in 2014, LifeWallet has become a Medicare, Medicaid, commercial, and secondary payer reimbursement recovery leader, disrupting the antiquated healthcare reimbursement system with data-driven solutions to secure recoveries against responsible parties. The Company provides the healthcare industry with comprehensive compliance solutions, while innovating technologies to help save lives. For more information, visit:

www.lifewallet.com

Forward Looking Statements

This press release contains forward-looking statements within the meaning of the federal securities laws. Forward-looking statements may generally be identified by the use of words such as “anticipate,” “believe,” “expect,” “intend,” “plan” and “will” or, in each case, their negative, or other variations or comparable terminology. These forward-looking statements include all matters that are not historical facts, including for example guidance for 2022 portfolio recovery and total gross recoverables. By their nature, forward-looking statements involve risks and uncertainties because they relate to events and depend on circumstances that may or may not occur in the future. As a result, these statements are not guarantees of future performance or results and actual events may differ materially from those expressed in or suggested by the forward-looking statements. Any forward-looking statement made by MSP Recovery herein speaks only as of the date made. New risks and uncertainties come up from time to time, and it is impossible for MSPR to predict or identify all such events or how they may affect it. MSPR has no obligation, and does not intend, to update any forward-looking statements after the date hereof, except as required by federal securities laws. Factors that could cause these differences include, but are not limited to, MSPR’s ability to capitalize on its assignment agreements and recover monies that were paid by the assignors; the inherent uncertainty surrounding settlement negotiations and/or litigation, including with respect to both the amount and timing of any such results; the validity of the assignments of claims to MSPR; the ability to successfully expand the scope of MSPR’s claims or obtain new data and claims from MSPR’s existing assignor base or otherwise; MSPR’s ability to innovate and develop new solutions, and whether those solutions will be adopted by MSPR’s existing and potential assignors; negative publicity concerning healthcare data analytics and payment accuracy; and those other factors included in MSPR’s Annual Report on Form 10-K, Quarterly Reports on Form 10-Q and other reports filed by it with the SEC. These statements constitute the Company’s cautionary statements under the Private Securities Litigation Reform Act of 1995.



MSP RECOVERY, INC. and Subsidiaries


Consolidated Balance Sheets

    December 31,     December 31,  
(In thousands except per share amounts)   2022     2021  
ASSETS            
Current assets:            
Cash and cash equivalents   $ 3,661     $ 1,664  
Restricted cash     11,420        
Accounts receivable     6,195        
Affiliate receivable (1)     2,425       4,070  
Prepaid expenses and other current assets (1)     27,656       13,304  
Total current assets     51,357       19,038  
Property, plant and equipment, net     3,432       750  
Intangible assets, net (2)     3,363,156       84,218  
Total assets   $ 3,417,945     $ 104,006  
             
LIABILITIES AND EQUITY            
Current liabilities:            
Accounts payable   $ 8,422     $ 4,609  
Affiliate payable (1)     19,822       45,252  
Commission payable     545       465  
Deferred service fee income           249  
Derivative liability     9,613        
Warrant liability     5,311        
Other current liabilities     72,002       3,489  
Total current liabilities     115,715       54,064  
Guaranty obligation     787,945        
Claims financing obligation and notes payable (1)     198,489       106,805  
Loan from related parties (1)     125,759        
Interest payable (1)     2,765       94,545  
Total liabilities   $ 1,230,673     $ 255,414  
Commitments and contingencies (Note 13)            
             
Class A common stock subject to possible redemption, 1,129,589 shares at redemption value as of December 31, 2022.     1,807        
             
Stockholders’ Equity (Deficit):            
Class A common stock, $0.0001 par value; 5,500,000,000 shares authorized; 74,605,284 issued and outstanding as of December 31, 2022   $ 7     $  
Class V common stock, $0.0001 par value; 3,250,000,000 shares authorized; 3,147,979,494 issued and outstanding as of December 31, 2022     315        
Additional paid-in capital     136,760        
Members’ equity           (155,756 )
Accumulated deficit     (29,203 )      
Total Stockholders’ Equity (Deficit)   $ 107,879     $ (155,756 )
Non-controlling interest     2,077,586       4,348  
Total equity   $ 2,185,465     $ (151,408 )
Total liabilities and equity   $ 3,417,945     $ 104,006  
  1. As of December 31, 2022 and 2021, the total affiliate receivable, affiliate payable, guaranty obligation and loan from related parties balances are with related parties. In addition, the prepaid expenses and other current assets, Claims financing obligation and notes payable and interest payable includes balances with related parties. See Note 14, Related Party, for further details.
  2. As of December 31, 2022, intangible assets, net included $2.3 billion related to a consolidated VIE. See Note 10, Variable Interest Entities, for further details.

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

MSP RECOVERY, INC. and Subsidiaries

Consolidated Statements of Operations

    Year ended December 31,  
(In thousands except per share amounts)   2022     2021     2020  
Claims recovery income   $ 4,878     $ 126     $ 255  
Claims recovery service income (1)     18,542       14,500       13,632  
Total Claims Recovery   $ 23,420     $ 14,626     $ 13,887  
Operating expenses                  
Cost of claim recoveries (2)     2,054       26       47  
Claims amortization expense     266,929       164       125  
General and administrative (3)     23,959       12,633       14,130  
Professional fees     18,497       8,502       2,211  
Professional fees – legal (4)     43,035       128       468  
Depreciation and amortization     424       343       235  
Total operating expenses     354,898       21,796       17,216  
Operating Loss   $ (331,478 )   $ (7,170 )   $ (3,329 )
Interest expense     (121,011 )     (27,046 )     (20,886 )
Other income (expense), net     63,067       1,139       (51 )
Change in fair value of warrant and derivative liabilities     (12,483 )            
Net loss before provision for income taxes   $ (401,905 )   $ (33,077 )   $ (24,266 )
Provision for income tax expense                  
Net loss   $ (401,905 )   $ (33,077 )   $ (24,266 )
Less: Net (income) loss attributable to non-controlling members     394,488       (16 )     18  
Net loss attributable to controlling members   $ (7,417 )   $ (33,093 )   $ (24,248 )
                   
Basic and diluted weighted average shares outstanding, Class A Common Stock (5)     61,825,105     N/A     N/A  
Basic and diluted net income per share, Class A Common Stock (5)   $ (0.12 )   N/A     N/A  
  1. For the years ended December 31, 2022, 2021 and 2020, Claims recovery service income included $10.6 million, $11.5 million, and $13.1 million, respectively, of Claims recovery service income from VRM MSP. See Note 14, Related Party, for further details.
  2. For the year ended December 31, 2022, cost of Claim recoveries included $405 thousand of related party expenses. This relates to contingent legal expenses earned from Claims recovery income pursuant to legal service agreements with the La Ley con John H. Ruiz P.A., d/b/a MSP Recovery Law Firm (the “Law Firm”). See Note 14, Related Party, for further details. For the years ended December 31, 2021 and 2020, the expenses related to contingent legal expenses were de minimis.
  3. For the year ended December 31, 2022, general and administrative expenses included $400 thousand of related party expenses. For the years ended December 31, 2021 and 2020, the amounts were de minimis. See Note 14, Related Party, for further details.
  4. For the year ended December 31, 2022, professional fees – legal included $29.7 million of related party expenses related to the Law Firm. For the year ended December 31, 2021 and 2020, the amounts were de minimis, respectively, of related party expenses related to the Law Firm. See Note 14, Related Party, for further details.
  5. Earnings per share information has not been presented for periods prior to the Business Combination (as defined in Note 1, Description of Business), as it resulted in values that would not be meaningful to the users of these consolidated financial statements. Refer to Note 16, Net Loss Per Common Share for further information.

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



Non-GAAP Financial Measures

MSP RECOVERY, INC. and Subsidiaries

Non-GAAP Reconciliation

     
(In thousands) December 31, 2022  
GAAP Operating Loss $ (331,478 )
Share based compensation   20,055  
Claims amortization expense   266,929  
Adjusted operating loss $ (44,494 )
     
GAAP Net Loss $ (401,905 )
Share based compensation   20,055  
Claims amortization expense   266,929  
Gain on debt extinguishment   (63,367 )
Paid-in-kind Interest   121,011  
Change in fair value of warrant and derivative liabilities   12,483  
Adjusted net loss $ (44,794 )

In addition to the financial measures prepared in accordance with GAAP, this press release also contains Non-GAAP financial measures. We consider “Net loss excluding non-cash and one-time expenses” and “Operating loss excluding non-cash or one-time items” as non-GAAP financial measures and important indicators of performance and useful metrics for management and investors to evaluate our business’s ongoing operating performance on a consistent basis across reporting periods. Net loss excluding non-cash and one-time expenses represents Net loss adjusted for certain non-cash and non-recurring expenses, and Operating loss excluding non-cash or one-time items represents Operating loss adjusted for certain non-cash and non-recurring expenses. These measures provide useful information to investors, and a reconciliation of these measures to the most directly comparable GAAP measures and other information relating to these Non-GAAP measures will be included in Management’s Discussion and Analysis in the Form 10-K.

For Investors:

ICR, Inc.
Marc Griffin
[email protected]

For Media:

ICR, Inc.
[email protected]



ParaZero Technologies Ltd. Announces Pricing of $7.8 Million Initial Public Offering

KIRYAT ONO, ISRAEL, July 26, 2023 (GLOBE NEWSWIRE) — ParaZero Technologies Ltd. (“ParaZero” or the “Company”) announced today the pricing of its initial public offering of 1,950,000 ordinary shares at a price to the public of $4.00 per share. The ordinary shares are expected to begin trading on The Nasdaq Capital Market under the ticker symbol PRZO on July 27, 2023. The gross proceeds of the offering, before deducting underwriting discounts and commissions and other offering expenses, are expected to be $7.8 million, excluding any exercise of the underwriter’s over-allotment option. The offering is expected to close on July 31, 2023, subject to customary closing conditions.

In addition, ParaZero has granted Aegis Capital Corp. (“Aegis”) a 45-day option to purchase up to 292,500 additional ordinary shares at the initial price to the public, less underwriting discounts and commissions. If Aegis exercises the option in full, the aggregate proceeds of the base offering and over-allotment are expected to be approximately $9.0 million, before deducting underwriting discounts and commissions and offering expenses.

The net proceeds from the initial public offering are expected to be used for research and development of new technologies as well as existing products, marketing and sales efforts in new territories, to discharge certain indebtedness, for working capital and general corporate purposes and possible future acquisitions.

Aegis Capital Corp. is acting as the sole book-running manager for the Offering.

The offering is being made only by means of a prospectus. A copy of the final prospectus, when available, may be obtained from Aegis Capital Corporation, 1345 Avenue of the Americas, 27th Floor, New York, NY 10105, by e-mail at [email protected] or by telephone at (212) 813-1010.

A registration statement on Form F-1 (No. 333-265178) relating to these securities has been filed with, and declared effective on July 26, 2023 by, the U.S. Securities and Exchange Commission (the “SEC”). Copies of the registration statement, as amended, can be accessed through the SEC’s website at www.sec.gov.

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

About ParaZero

ParaZero Technologies Ltd. is an aerospace company that is focused on drone safety systems and engaged in the business of designing, developing, and providing what we believe are best-in-class autonomous parachute safety systems for commercial drones, also known as unmanned aerial systems (“UAS”). ParaZero was founded by a group of aviation professionals, together with veteran drone operators, to address the drone industry’s safety challenges. ParaZero’s goal is to enable the drone industry to realize its greatest potential through increasing safety and mitigating operational risk. ParaZero’s unique, patented technology for drones, the SafeAir system, is designed to protect hardware, people, and payload in the event of an in-flight failure. The SafeAir system is a smart parachute system that monitors UAS flight in real time, identifies critical failures and autonomously triggers a parachute in the event of an emergency.

Forward Looking Statements:

This press release contains “forward-looking statements” that are subject to substantial risks and uncertainties. All statements, other than statements of historical fact, contained in this press release are forward-looking statements. Forward-looking statements contained in this press release may be identified by the use of words such as “anticipate,” “believe,” “contemplate,” “could,” “estimate,” “expect,” “intend,” “seek,” “may,” “might,” “plan,” “potential,” “predict,” “project,” “target,” “aim,” “should,” “will” “would,” or the negative of these words or other similar expressions, although not all forward-looking statements contain these words, and include the expected gross proceeds from the initial public offering, the use of proceeds from the offering, the expected date for the Company’s ordinary shares to begin trading on the Nasdaq Capital Market and the expected closing date of the offering. Forward-looking statements are based on the Company’s current expectations and are subject to inherent uncertainties, risks and assumptions that are difficult to predict. Further, certain forward-looking statements are based on assumptions as to future events that may not prove to be accurate. For a more detailed description of the risks and uncertainties affecting the Company, reference is made to the Company’s reports filed from time to time with the Securities and Exchange Commission (“SEC”), including, but not limited to, the risks detailed in the Company’s preliminary prospectus (Registration No. 333-265178), filed with the SEC on July 24, 2023. Forward-looking statements contained in this announcement are made as of the date hereof and the Company undertakes no duty to update such information except as required under applicable law.

Contacts:

Boaz Shetzer, Chief Executive Officer


[email protected]



U.S. Bank Increases Prime Lending Rate to 8.50 Percent

U.S. Bank Increases Prime Lending Rate to 8.50 Percent

MINNEAPOLIS–(BUSINESS WIRE)–
U.S. Bancorp (NYSE: USB) announced it has increased its prime lending rate to 8.50 percent from 8.25 percent, effective tomorrow, July 27, 2023, at all U.S. Bank locations. The prime lending rate replaces the reference rate formerly used by MUFG Union Bank, National Association.

About U.S. Bancorp:

U.S. Bancorp, with approximately 77,000 employees and $681 billion in assets as of June 30, 2023, is the parent company of U.S. Bank National Association. The Minneapolis-based company serves millions of customers locally, nationally and globally through a diversified mix of businesses: Consumer and Business Banking; Payment Services; Corporate & Commercial Banking; and Wealth Management and Investment Services. Union Bank, consisting primarily of retail banking branches on the West Coast, joined U.S. Bancorp in 2022. U.S. Bancorp has been recognized for its approach to digital innovation, social responsibility, and customer service, including being named one of the 2023 World’s Most Ethical Companies and Fortune’s most admired superregional bank. To learn more, please visit the U.S. Bancorp website at usbank.com and click on “About Us”.

Investor contact:

George Andersen, Director of Investor Relations, U.S. Bancorp Investor Relations – 612.303.3620, [email protected]

Media contact:

Jeff Shelman, U.S. Bancorp Public Affairs and Communications – 612.303.9933, [email protected]

KEYWORDS: United States North America Minnesota

INDUSTRY KEYWORDS: Banking Professional Services Finance

MEDIA:

Northern Trust Raises Prime Rate

Northern Trust Raises Prime Rate

CHICAGO–(BUSINESS WIRE)–
Northern Trust has increased its prime rate from 8.25% to 8.50%, effective Thursday, July 27, 2023.

About Northern Trust

Northern Trust Corporation (Nasdaq: NTRS) is a leading provider of wealth management, asset servicing, asset management and banking to corporations, institutions, affluent families and individuals. Founded in Chicago in 1889, Northern Trust has a global presence with offices in 25 U.S. states and Washington, D.C., and across 22 locations in Canada, Europe, the Middle East and the Asia-Pacific region. As of June 30, 2023, Northern Trust had assets under custody/administration of US$14.5 trillion, and assets under management of US$1.4 trillion. For more than 130 years, Northern Trust has earned distinction as an industry leader for exceptional service, financial expertise, integrity and innovation. Visit us on northerntrust.com. Follow us on Twitter @NorthernTrust or Northern Trust Corporation on LinkedIn.

Northern Trust Corporation, Head Office: 50 South La Salle Street, Chicago, Illinois 60603 U.S.A., incorporated with limited liability in the U.S. Global legal and regulatory information can be found at https://www.northerntrust.com/terms-and-conditions.

Media Contact:

Doug Holt

Northern Trust

(312) 557-1571

[email protected]

KEYWORDS: Illinois United States North America

INDUSTRY KEYWORDS: Professional Services Other Professional Services Finance Asset Management Banking Personal Finance

MEDIA:

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Soho House & Co Inc. to Announce Second Quarter 2023 Results on August 11

Soho House & Co Inc. to Announce Second Quarter 2023 Results on August 11

LONDON–(BUSINESS WIRE)–
Soho House & Co Inc., (NYSE: SHCO) – the global membership platform comprised of Soho House, Soho Works, The Ned, Scorpios Beach Club, Soho Home, and The Line and Saguaro Hotels – will release its second-quarter 2023 financial results on Friday, August 11, 2023.

A conference call and live webcast will be hosted to discuss these results on Friday, August 11, 2023, at 9.00 am ET.

To listen to the live conference call, please dial:

USA:

+1 (646) 307-1963

Toll-Free (800) 715-9871

UK:

+44 (0)20 3481 4247

Toll-Free +44 (0)800 260 6466

Conference ID: 7726968

A live broadcast and accompanying presentation will be available on the company website www.sohohouseco.com

A replay of the webcast will be available on the Soho House & Co Inc. website following the call for up to 90 days.

What is Soho House & Co Inc.?

Soho House & Co (SHCO) is a global membership platform of physical and digital spaces that connects a vibrant, diverse and global group of members. These members use the Soho House & Co platform to work, socialize, connect, create and flourish all over the world. We began with the opening of the first Soho House in 1995 and remain the only company to have scaled a private membership network with a global presence. Members around the world engage with Soho House & Co through our global collection, of 41 Soho Houses, 9 Soho Works, Scorpios Beach Club in Mykonos, Soho Home – our interiors and lifestyle retail brand – and our digital channels. The Ned in London, New York and Doha, The LINE and Saguaro hotels in North America also form part of Soho House & Co’s wider portfolio.

For more information, please visit www.sohohouseco.com

SOURCE STRING: Soho House & Co Inc. (SHCO)

Investor relations

[email protected]

Media relations

[email protected]

KEYWORDS: United Kingdom Europe

INDUSTRY KEYWORDS: Entertainment General Entertainment

MEDIA:

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Home BancShares, Inc. Announces Third Quarter Cash Dividend

CONWAY, Ark., July 26, 2023 (GLOBE NEWSWIRE) — Home BancShares, Inc. (NYSE: HOMB), parent company of Centennial Bank, today announced that its Board of Directors has declared a regular $0.18 per share quarterly cash dividend payable September 6, 2023, to shareholders of record August 16, 2023. This cash dividend represents a $0.015 per share, or 9.1%, increase over the $0.165 cash dividend paid during the third quarter of 2022.

Home BancShares, Inc. is a bank holding company, headquartered in Conway, Arkansas. Its wholly-owned subsidiary, Centennial Bank, provides a broad range of commercial and retail banking plus related financial services to businesses, real estate developers, investors, individuals and municipalities. Centennial Bank has branch locations in Arkansas, Florida, Texas, South Alabama and New York City. The Company’s common stock is traded through the New York Stock Exchange under the symbol “HOMB.”

FOR MORE INFORMATION CONTACT:
Donna Townsell
Senior Executive Vice President &
Director of Investor Relations
(501) 328-4625



North American Construction Group Announces Transformative Acquisition of MacKellar Group, A Leading Private Australian Heavy Equipment Solutions Provider

ACHESON, Alberta, July 26, 2023 (GLOBE NEWSWIRE) — North American Construction Group Ltd. (“NACG” or the “Company”) (TSX:NOA) today announced that it has entered into a definitive purchase and sale agreement to acquire (the “Transaction”) MacKellar Group (“MacKellar”) for an estimated $395 million (the “Consideration”). MacKellar Group, with its heavy construction equipment fleet, is an Australia-based provider of heavy earthworks solutions to the mining and civil sectors, with a strong reputation derived from decades of reliable performance. The Transaction will significantly expand NACG’s capability and allow the Company to serve a highly valuable and diversified base of customers globally.

The Transaction emerged through continued dialogue with MacKellar over the past two years, following NACG’s entry into Australia through the acquisition of DGI Trading Pty Limited in 2021. The acquisition of MacKellar is highly complementary to, and a natural strategic fit with, NACG given shared cultural alignment, focus on safety and operational similarities. MacKellar will continue to operate and execute on its growth strategy, while delivering on its commitment of service to all its customers and partners.

“NACG has built a strong relationship with MacKellar over the past two-plus years. Given the operational and cultural similarities that our companies share, this acquisition is a rare and attractive opportunity,” said Joe Lambert, Chief Executive Officer of NACG. “Over the years, we have worked extremely hard to be part of the solution to help lower the operating costs of our customers through safe, efficient operation and maintenance of our equipment fleet. We are excited about partnering with MacKellar to serve our expanded customer base with the same innovations at a time when commodity producers are striving to maximize production and efficiency. I want to welcome the MacKellar team to the NACG family. We are extremely proud to be sharing in what we believe will be a bright future together.”

“Joining NACG offers a significant opportunity for both companies to share best practices and execute on our growth strategy. Our shared culture, highly skilled maintenance and operations teams, and now global operations will position us as a leader in heavy equipment fleet, allowing us to better serve customers across Australia,” said Duncan MacKellar, Chairman of MacKellar Group.

Strategic Highlights

  • Combined Business with Significant Global Reach and Diversified Customer Base: MacKellar provides the opportunity to expand the Company’s geographic and operational presence in Australia, while adding a high-quality investment-grade customer base. The Transaction provides diversification with no single end market contributing more than approximately a third of adjusted EBIT.
  • Shared Core Values and Culture: MacKellar shares NACG’s values and is committed to hands-on management, continuous drive to be the low-cost provider, a focus on building strong partnerships with customers, and maintaining operating and safety excellence.
  • Turnkey Operations with Highly Valuable Asset Base: MacKellar Group adds approximately 450 mobile heavy equipment assets; 1,000 employees, including over 375 maintenance personnel; and 15 operating projects across a variety of service offerings including contract mining, civil earthworks, dry and maintained equipment rentals and component rebuilds. Its asset base is comprised of a well-maintained fleet operating at effective utilization levels.
  • Prudent Approach to the Transaction Minimizes Execution Risk: Continuous dialogue and in-person operational field reviews by both parties has allowed for the Company to ensure there is a strong cultural fit and alignment between the two organizations. This alignment is also reflected in the transaction structure with a significant portion of the consideration being deferred.
  • Robust Growth Prospects with Strong Backlog: Operations in Western Australia and Queensland serve as a growth pillar given the large and diverse resource markets combined with a mining friendly jurisdiction. The combined company is expected to have over $4.0 billion in contractual backlog by December 31, 2023 which will be the foundation to drive significant growth.

“The transaction represents a major milestone for NACG and adds significant scale to our business. Both NACG and MacKellar are leaders with strong reputation, culture and commitment to safety. This partnership will accelerate our combined growth and allow us to better serve our customers on a global scale,” said Martin Ferron, Chairman of the Board of NACG.

Financial Highlights of the Transaction

  • The total estimated consideration of $395 million: i) represents less than 2.75x of expected EBITDA in 2024, ii) is estimated to be less than the book value of MacKellar’s assets and iii) is expected to be over 50% accretive based on incremental earnings per share.
  • The Transaction is fully funded by bank secured & vendor provided debt financing.

The Transaction includes of an upfront payment of A$75 million which will be funded by the upsized revolving Credit Facility described below. In addition, liquidity from the Credit Facility and assumed equipment financing of MacKellar is estimated to provide $200 million of the total consideration. The remainder of the Consideration is addressed through an earn-out and deferred payment mechanism payable to the vendors over four years, with the earn-out constituting approximately 70% of this amount.

2023 Outlook and 2024 Incremental Impacts

Based on consistent equipment utilization and the contractual backlog in place, management has provided ranges of certain financial measures for 2023 and expected incremental impacts of the MacKellar Group to the year ended December 31, 2024. Upon close of the Transaction, management intends to provide a 2024 Outlook including guidance typically provided with regards to capital allocation.

   Full Year

Ended 2022


(1)

Combined

2023 Outlook


(




2)

Incremental

2024 Impacts


(




3)

Combined revenue $1.05 billion $1.15 to 1.25 billion $450 to $500 million
Adjusted EBITDA


(




4)

$245 million $275 to $305 million $130 to $160 million
Adjusted EPS


(




4)

$2.41 per share $2.60 to $2.80 per share $1.10 to $1.40 per share
Sustaining capital


(




4)

$113 million $140 to $160 million $65 to $85 million
Free cash flow


(




4)

$70 million $100 to $120 million $55 to $75 million
Net debt

leverage


(




4)(5)

June 30, 2023             –    1.4x on a TTM basis
December 31, 2023    –    targeting 1.8x on a pro-forma TTM basis
December 31, 2024    –    less than 1.5x excluding potential conversion of debentures
Contractual

backlog


(




4)

Excluding the Transaction, contractual backlog estimated to exceed $2.0 billion by year-end
Including MacKellar contracts, contractual backlog estimated to exceed $4.0 billion by year-end



(1)
This historical information does not include MacKellar




(


2


)
On a combined basis assuming the completion of the acquisition of MacKellar in Q4 2023. See “Forward-Looking Information”




(


3


)
Expected incremental contribution of MacKellar for the year ending December 31, 2024. See “Forward-Looking Information”




(


4


)
See “Non-GAAP Financial Information”




(


5


)
TTM refers to trailing twelve months

Underwritten Financing

The Company currently has in place a $300 million revolving credit facility with a syndicate of financial institutions, and which permits the incurrence of an additional $175 million of secured equipment financing with third parties. Concurrent with the announcement of the Transaction, the Company has entered into a commitment letter for an underwritten financing from National Bank of Canada, as sole lead arranger and sole bookrunner to amend and restate the current facility to a senior revolving credit facility (the “Credit Facility”) in the maximum amount of $450 million. The amended and upsized Credit Facility will permit the incurrence of an additional $300 million of secured equipment financing from third parties.

Conditions to the Acquisition

The Transaction is not subject to any financing conditions and is expected to close in the fourth quarter of 2023 subject to obtaining contractual consents and the satisfaction of other customary closing conditions.

Advisors

National Bank Financial is acting as exclusive financial advisor to NACG on the Transaction. Fasken Martineau DuMoulin LLP is acting as a legal advisor, and Corrs Chambers Westgarth is acting as local Australian counsel, to NACG.

Conference Call and Webcast

Management will hold a conference call and webcast to discuss the Transaction on Thursday, July 27, 2023, at 6:00 am Mountain Time (8:00 am Eastern Time).

The call can be accessed by dialing:
Toll free: 1-888-886-7786
Conference ID: 47287641

A replay will be available through September 1, 2023, by dialing:
Toll Free: 1-877-674-7070
Conference ID: 47287641
Playback Passcode: 287641

The live presentation and webcast can be accessed at:
https://viavid.webcasts.com/starthere.jsp?ei=1624616&tp_key=5ac36a78e5

A replay will be available until September 1, 2023, using the link provided. A copy of the investor presentation is also available on the NACG website at www.nacg.ca.

Forward Looking Information

This release contains “forward-looking information” within the meaning of applicable securities legislation which reflects the current plans and expectations of the Company with respect to future events and financial performance. All statements other than statements of historical or current facts may be forward looking information. Forward-looking information includes statements that are predictive in nature, depend upon or refer to future events or conditions, or include words such as ‘believes’, ‘continues’, ‘expects’, ‘projects’, ‘anticipates’, ‘plans’, ‘estimates’, ‘seeks’, ‘intends’, ‘targets’, ‘forecasts’, or negative or grammatical versions thereof and other similar expressions, or future or conditional verbs such as ‘may’, ‘will’, ‘should’, ‘would’ and ‘could’. Forward-looking information in this includes, but is not limited to, statements with respect to: robust growth prospects; the expected backlog of the combined company; the acceleration of the combined company’s growth; the estimated consideration; the multiple of expected 2024 EBITDA that the consideration represents; the transaction being accretive and expected accretion on incremental earnings per share; expected proforma revenue and Adjusted EBITDA on a combined company basis and the incremental impact of MacKellar on such figures; Adjusted EPS on a combined company basis and the incremental impact of MacKellar on such figure; sustaining capital on a combined company basis and the incremental impact of MacKellar on such figure; free cash flow on a combined company basis and the incremental impact of MacKellar on such figure; estimated enterprise value; book value of assets; leverage by end of 2023 and 2024 on a combined company basis and the incremental impact of MacKellar on such figures;; independent Australian operations post-closing achieving global reach with minimal integration risk; acquiring critical scale globally; obtaining critical mass in a resource rich and mining friendly jurisdiction; proforma customer/project composition; no single market contributing approximately more than a third of total adjusted EBIT; closing of the Transaction occurring in the fourth quarter of 2023; the anticipated timeline for realization of synergies and full integration; minimal financing risk; executing grown through winning large-scale mining or civil construction projects; leveraging expertise to expand presence and diversify exposure to other commodities. Forward-looking information is based on management’s plans, estimates, projections, beliefs and opinions as at the date of this release, and the assumptions related to those plans, estimates, projections, beliefs and opinions may change; therefore, they are presented for the purpose of assisting the Company’s security holders in understanding management’s views at such time regarding those future outcomes and may not be appropriate for other purposes. Although the forward-looking information contained in this release is based on assumptions which the Company believes are reasonable, there can be no assurance that actual results will be consistent with such forward-looking information. The forward-looking information in this release relate only to events or information as of the date on which the statements are made and, except as specifically required by applicable securities laws, the Company undertakes no obligation to update or revise publicly any forward-looking information, whether as a result of new information, future events or otherwise, after the date on which the statements are made or to reflect the occurrence of unanticipated events. There can be no assurance that the forward-looking information will prove to be accurate. Actual results could differ materially from those contemplated by the forward-looking information include: general market performance including capital market conditions and availability and cost of credit; foreign currency and exchange risk; performance of the market sectors that the Company and the MacKellar Group serve; impact of factors such as increased pricing pressure and possible margin compression; the regulatory and tax environment; the ability of the Company to complete the Transaction; the ability of the Company to execute its financing plans in connection with the Transaction; that the conditions to closing the Transaction are not satisfied on a timely basis or at all; unanticipated difficulties or expenditures relating to the Transaction; the response of the Company’s and MacKellar Group’s business partners, customers and suppliers to the announcement of the Transaction; the impact of competitive responses to the announcement of the Transaction; the diversion of management time on Transaction-related issues; risks associated with greater than anticipated tax liabilities or expenses; the prompt and effective integration of MacKellar Group; the ability to achieve the anticipated synergies and value creation-contemplated by Transaction within the expected timeframe or at all; the ability to expand into new markets and geographic regions; that one or more customers, or other persons with which MacKellar Group has contracted, experience insolvency or bankruptcy with resulting delays, costs or losses; political, labour or supplier disruptions; imposition of new duties, tariffs or other legal barriers that impact the MacKellar Group’s markets; that growth in markets the MacKellar Group serves is less than expected; risks relating to legal proceedings to which the Company or the MacKellar Group is or may become a party; and other risks detailed from time to time in the Company’s filings with the Canadian securities regulators. Due to the risks, uncertainties and assumptions inherent in forward looking information, readers should not place undue reliance on forward looking information contained herein. For more complete information about the Company and the material factors and assumptions underlying our forward-looking information please read the most recent disclosure documents posted on the Company’s website www.nacg.ca or filed with the SEC and the CSA. You may obtain these documents by visiting EDGAR on the SEC website at www.sec.gov or on the CSA website at www.sedar.com.

Future Oriented Financial Information

To the extent any forward-looking information in this release constitutes “future-oriented financial information” or “financial outlooks” within the meaning of applicable securities laws, such information is being provided to demonstrate the Company’s internal projections and the reader is cautioned that this information may not be appropriate for any other purpose and the reader should not place undue reliance on such future-oriented financial information and financial outlooks. Future-oriented financial information and financial outlooks, as with forward-looking information generally, are, without limitation, based on the assumptions and subject to the risks set out in this release. While such information has been prepared using assumptions considered reasonable by the Company at the time of preparation, such assumptions may not materialize as a result of unanticipated events and that may occur subsequent to the date of such future-oriented financial information and financial outlooks. The Company’s actual financial position and results of operations may differ materially from management’s current expectations. Such information is presented for illustrative purposes only and may not be an indication of the Company’s actual financial position or results of operations. All future-oriented financial information and financial outlooks in this release are subject to the risks described above under “Forward-Looking Information”.

Non-GAAP Financial Measures and Non-GAAP Ratios

This release references certain non-GAAP financial measures and non-GAAP ratios within the meaning of applicable securities laws because management believes that they may be useful to investors in analyzing our business performance, leverage and liquidity.  The non-GAAP financial measures contained in this release include “EBIT”, “backlog”, “adjusted EBITDA”, “adjusted EPS”, “sustaining capital” and “free cash flow”. The non-GAAP ratios contained in this release include “net debt leverage”, and “EBITDA multiple”. We believe these non-GAAP financial measures and non-GAAP ratios are commonly used by the investment community for valuation purposes and provide useful metrics common in our industry. These non-GAAP measures and non-GAAP ratios do not have any standardized meaning and therefore are unlikely to be comparable to similar measures presented by other companies. They should not be considered in isolation or as a substitute for measures of performance prepared in accordance with GAAP. Each of the above referenced historical non-GAAP financial measure reconciled to its most directly comparable GAAP measure in the “Non-GAAP Financial Measures” section of our Management’s Discussion and Analysis for the year ended December 31, 2022 (the “MD&A”). “EBIT” is defined as “earnings before the effects of interest expense, income taxes”. “Backlog” is a measure of the amount of secured work we have outstanding and, as such, is an indicator of a base level of future revenue potential. We define backlog as work that has a high certainty of being performed as evidenced by the existence of a signed contract or work order specifying expected job scope, value and timing. “Adjusted EBITDA” is defined as adjusted net earnings before the effects of interest expense, income taxes, depreciation, amortization, equity investment depreciation and amortization, and equity earnings in affiliates and joint ventures, but including the equity investment EBIT from our affiliates and joint ventures accounted for using the equity method. “Adjusted EPS” is defined as adjusted net earnings, divided by the weighted-average number of common shares. “Sustaining capital” is defined as expenditures, net of routine disposals, related to property, plant and equipment which have been commissioned and are available for use operated to maintain and support existing earnings and cash flow potential and do not include the characteristics of growth capital. “Free cash flow” is defined as cash from operations less cash used in investing activities including finance lease additions but excluding cash used for growth capital and cash used for/provided by acquisitions. For clarity, based on this definition cash generated by joint venture is reported as free cash flow upon issuance of dividends or advances. “Net debt leverage” is defined as total debt less cash and cash equivalents recorded on the balance sheets divided by adjusted EBITDA. “EBITDA Purchase Multiple” means total Consideration divided EBITDA.

About NACG

North American Construction Group Ltd. is a premier provider of heavy civil construction and mining services in Canada, the U.S. and Australia. For 70 years, NACG has provided services to the mining, resource, and infrastructure construction markets.

About MacKellar Group

Established in 1966 based on humble family values MacKellar has earned an enviable reputation in the industry for performance and reliability. MacKellar specialize in heavy earthmoving equipment solutions and has a proud history of working on both mining and civil earthwork projects around Australia.

For further information, please contact:
Jason Veenstra
Chief Financial Officer
North American Construction Group Ltd.
Email: [email protected]



Webster Raises Prime Lending Rate to 8.50 Percent

Webster Raises Prime Lending Rate to 8.50 Percent

STAMFORD, Conn.–(BUSINESS WIRE)–
Webster Financial Corporation (NYSE: WBS), the holding company for Webster Bank, N.A. and its HSA Bank division, announced today that it has raised its prime lending rate to 8.50 percent from 8.25 percent, effective July 27, 2023.

About Webster

Webster Financial Corporation (NYSE: WBS) is the holding company for Webster Bank, National Association and its HSA Bank Division. Webster is a leading commercial bank in the Northeast that provides a wide range of digital and traditional financial solutions across three differentiated lines of business: Commercial Banking, Consumer Banking and its HSA Bank division, one of the country’s largest providers of employee benefits solutions. Headquartered in Stamford, CT, Webster is a values-driven organization more than $70 billion in assets. Its core footprint spans the northeastern U.S. from New York to Massachusetts, with certain businesses operating in extended geographies. Webster Bank is a member of the FDIC and an equal housing lender. For more information about Webster, including past press releases and the latest annual report, visit the Webster website at www.websterbank.com.

Media Contact:

Alice Ferreira, 203-578-2610

[email protected]

Investor Contact:

Emlen Harmon, 212-309-7646

[email protected]

KEYWORDS: United States North America Connecticut

INDUSTRY KEYWORDS: Banking Professional Services Finance

MEDIA: