Market Newsdesk

HOUSTON, Aug. 01, 2023 (GLOBE NEWSWIRE) — W&T Offshore, Inc. (NYSE: WTI) (“W&T” or the “Company”) today reported operational and financial results for the second quarter of 2023. This press release includes non-GAAP financial measures, including Adjusted Net Income (Loss), Adjusted EBITDA, Free Cash Flow, Net Debt and PV-10, which are described and reconciled to the most comparable GAAP measures below in the accompanying tables under “Non-GAAP Information.”

Key highlights for the second quarter of 2023 and through the date of this press release include:

• Increased second quarter 2023 production by 14% over production in the first quarter 2023 to 37.0 thousand barrels of oil equivalent per day (“MBoe/d”) (50% liquids), or 3.4 million barrels of oil equivalent (“MMBoe”);
  • Production was at the midpoint of guidance and recovered from first quarter 2023 planned and unplanned downtime;
• Reported a net loss of $12.1 million, or $0.08 per diluted share in the second quarter of 2023;
  • Adjusted Net Loss totaled $12.4 million, or $0.08 per share in the second quarter of 2023, which excludes the net unrealized gain on outstanding derivative contracts and non-recurring costs related to IT services transition;
• Generated Adjusted EBITDA of $38.8 million for the second quarter of 2023;
• Produced net cash from operating activities of $26.2 million and Free Cash Flow of $9.7 million for the second quarter of 2023, the 22^nd consecutive quarter of positive Free Cash Flow;
  • Continued the amortization of the non-recourse Mobile Bay term loan and repaid an additional $9.6 million in second quarter 2023;
• Maintained strong cash and cash equivalents of $171.6 million at June 30, 2023;
• Reported Net Debt of $231.9 million as of June 30, 2023, which is down substantially from Net Debt of $331.4 million a year ago;
• Continued to maintain a low leverage profile with Net Debt to trailing twelve months (“TTM”) Adjusted EBITDA of 0.9 times;
• Appointed Sameer Parasnis as Executive Vice President and Chief Financial Officer in July 2023;
• Was awarded two shallow water blocks, Eugene Island South Addition block 371 and Eugene Island South Addition block 387 in the recent Gulf of Mexico (“GOM”) Lease Sale 259 in March 2023. These two blocks cover a total of approximately 10,000 gross acres; and
• Reported mid-year SEC proved reserves, based on a reserve report prepared by Netherland, Sewell and Associates, Inc. (“NSAI”) using SEC pricing, of 157.7 MMBoe, and the present value of those SEC proved reserves discounted at 10% (“PV-10”) was $2.1 billion.

Tracy W. Krohn, W&T’s Board Chair and Chief Executive Officer, commented, “Our second quarter 2023 production volumes recovered from first quarter downtime and were up 14% over first quarter 2023 to 37.0 Mboe per day, which resulted in a good quarter of positive operational and financial results. Despite weaker commodity prices, we continued to generate meaningful Adjusted EBITDA and Free Cash Flow with Adjusted EBITDA of $38.8 million in the second quarter and positive Free Cash Flow of $9.7 million, marking the 22^nd consecutive quarter of positive Free Cash Flow. In early 2023 we strengthened our balance sheet by issuing $275 million in new 2026 Senior Second Lien Notes, and used the proceeds along with our considerable cash position to repurchase all $552.5 million principal amount of the outstanding 2023 Senior Second Lien Notes. The benefits were seen in the second quarter with our significantly lower interest expense. We maintained our strong cash and cash equivalents position at $171.6 million and our Net Debt to Adjusted EBITDA ratio remains low at 0.9 times.  Operationally, we continued our successful workover program and were pleased to recently be awarded the two leases on which we were high bidders in the GOM lease sale back in March.”

Mr. Krohn continued, “In early July we appointed Sameer Parasnis as our new Chief Financial Officer and welcomed him to our senior leadership team. Sameer has served as a trusted financial advisor for many years, including on key strategic initiatives like our drilling joint venture, corporate debt refinancing, non-recourse term loan financing and our opportunistic At-The-Market equity offering in 2022. We are confident that his extensive experience with our business, energy markets and our leadership team will greatly benefit W&T and our shareholders.”

Mr. Krohn concluded, “With our financial flexibility and strong liquidity position, we believe we are very well positioned to take advantage of potential acquisitions that may present themselves in the near term and poised to continue delivering on our strategic vision. Our management team is closely aligned with our shareholders through our sizeable stock ownership position. We remain committed to enhancing shareholder value through a proven strategy focused on free cash flow generation and operational excellence, which we believe positions us well for the future.”

Production, Prices, and Revenue: Production for the second quarter of 2023 was 37.0 MBoe/d, which was at the midpoint of the Company’s guidance range provided for the quarter. This represented an increase of 14% from 32.5 Mboe/d for the first quarter of 2023 and a decrease of 13% from 42.4 MBoe/d for the corresponding period in 2022. The increase in production compared to the first quarter of 2023 was primarily driven by recovery from first quarter 2023 unplanned downtime at non-operated fields and extended planned downtime associated with a maintenance project at the Company’s Mobile Bay onshore treatment facility to properly maintain, inspect and clean out process vessels in the plant as well as pipeline maintenance, which shut in production at the Mobile Bay field for 35 days. Second quarter 2023 production was comprised of 13.8 MBbl/d of oil (37%), 4.9 MBbl/d of natural gas liquids (“NGLs”) (13%), and 110.1 million cubic feet per day (“MMcf/d”) of natural gas (50%).

W&T’s average realized price per barrel of oil equivalent (“Boe”) before realized derivative settlements was $36.76 per Boe in the second quarter of 2023, a decrease of 17% from $44.32 per Boe in the first quarter of 2023 and a decrease of 47% from $69.55 per Boe in the second quarter of 2022. Crude oil, NGL, and natural gas prices, before realized derivative settlements for the second quarter of 2023, were $71.76 per barrel, $23.44 per barrel, and $2.34 per Mcf, respectively.

Revenues for the second quarter of 2023 were $126.2 million, which was lower than first quarter 2023 revenue of $131.7 million and lower than $273.8 million in the second quarter of 2022, due primarily to lower realized prices.

Lease Operating Expense: Lease operating expense (“LOE”), which includes base lease operating expenses, insurance premiums, workovers and facilities maintenance, was $66.0 million in the second quarter of 2023, which was below the midpoint of the previously provided guidance range. This compared to $65.2 million in the first quarter of 2023 and $53.0 million for the corresponding period in 2022. On a component basis for the second quarter of 2023, base LOE and insurance premiums were $48.2 million, workovers were $9.0 million, and facilities maintenance and other expenses were $8.8 million. On a unit of production basis, LOE was $19.60 per Boe in the second quarter of 2023. This compares to $22.29 per Boe for the first quarter of 2023 and $13.73 per Boe for the second quarter of 2022.

Gathering, Transportation Costs, and Production Taxes: Gathering, transportation costs and production taxes totaled $6.8 million ($2.02 per Boe) in the second quarter of 2023, compared to $6.1 million ($2.10 per Boe) in the first quarter of 2023 and $9.2 million ($2.38 per Boe) in the second quarter of 2022.   Production taxes decreased on a per Boe basis due to lower realized natural gas prices during the second quarter of 2023.  

Depreciation, Depletion, Amortization and Accretion (“DD&A”): DD&A, including accretion expense related to asset retirement obligations (“ARO”), was $10.66 per Boe in the second quarter of 2023. This compares to $10.31 per Boe and $8.90 per Boe for the first quarter of 2023 and the second quarter of 2022, respectively.

General & Administrative Expenses (“G&A”): G&A was $17.4 million for the second quarter of 2023, which decreased by 13% compared to the first quarter of 2023. Employee salaries and benefits costs were higher in the first quarter of 2023 due to payment of the amounts due under the 2022 short-term incentive compensation plan in the first quarter of 2023. General and administrative expense increased year over year primarily due to an increase in employee costs and incentive compensation, as well as increased costs for non-recurring professional and legal services compared to 2022. On a unit of production basis, G&A was $5.16 per Boe in the second quarter of 2023 compared to $6.81 per Boe in the first quarter of 2023 and $3.88 per Boe in the corresponding period of 2022.  

Derivative (Gain) Loss: In the second quarter of 2023, W&T recorded a net gain of $0.8 million related to commodity derivative contracts comprised of a $1.1 million unrealized gain related primarily to the increase in fair value of open contracts, partially offset by $0.3 million of realized losses. The Company recognized a net gain of $39.2 million in the first quarter of 2023 and $8.9 million in the second quarter of 2022 related to commodity derivative activities.

For the remainder of 2023, W&T is approximately 64% hedged for natural gas and currently has no hedges for oil. A significant portion of the W&T’s natural gas hedges, in the form of sold swaps and purchased calls and puts, were entered into in conjunction with the non-recourse Mobile Bay term loan entered into by borrowers owned by the Company’s wholly-owned subsidiary Aquasition Energy LLC and will continue through the life of that loan.

A summary of the Company’s outstanding derivative positions is provided on W&T’s website in the “Investors” section under the “Financial Information” tab.

Interest Expense: Net interest expense in the second quarter of 2023 was $10.3 million compared to $14.7 million in the first quarter of 2023 and $18.2 million in the second quarter of 2022. The decreases are due to the full redemption of the 9.75% Senior Second Lien Notes which occurred in February 2023, lower interest expense on the lower outstanding principal balance of the Term Loan and increased interest income. These decreases were partially offset by interest expense incurred on the 11.75% Senior Second Lien Notes issued in late January 2023.  

Income Tax: W&T recognized income tax expense of $3.0 million in the second quarter of 2023. This compares to the recognition of income tax expense of $8.6 million and $31.1 million for the quarters ended March 31, 2023 and June 30, 2022, respectively.

Balance Sheet and Liquidity: As of June 30, 2023, W&T had available liquidity of $221.6 million comprised of $171.6 million in cash and cash equivalents and $50.0 million of borrowing availability under W&T’s first priority secured revolving facility provided by Calculus Lending LLC (“Calculus”). At quarter-end, the Company had total debt of $403.6 million, or Net Debt of $231.9 million, net of cash and cash equivalents.   Of total debt of $403.6 million, only $278.6 million is recourse to W&T. The remaining $125.0 million is held at our subsidiary, Aquasition Energy LLC, and is non-recourse to W&T. As of June 30, 2023, Net Debt to TTM Adjusted EBITDA was 0.9 times.

Capital Expenditures and Acquisitions: Capital expenditures (excluding changes in working capital associated with investing activities) in the second quarter of 2023 were $15.6 million, and asset retirement costs totaled $3.2 million. For the first six months of 2023, capital expenditures totaled $23.0 million and asset retirement costs were $11.8 million.

OPERATIONS UPDATE

Front-end Engineering and Design and permitting processes are underway on the Holy Grail well at Garden Banks 783 in the Magnolia Field.  

Well Recompletions and Workovers

During the second quarter of 2023, the Company performed seven workovers that positively impacted production for the quarter. W&T plans to continue performing these low cost, short payout operations that impact both production and revenue.

Addition to Senior Management

In early July 2023, W&T appointed Sameer Parasnis to the position of Executive Vice President and Chief Financial Officer. Mr. Parasnis has 25 years of financial and operational experience, of which 20 have been in banking. He has advised companies in the Oil & Gas and Energy Transition industry on equity capital markets, debt capital markets and strategic M&A. Prior to joining W&T, Mr. Parasnis served as Managing Director of Stifel Financial Corporation’s Energy & Energy Transition team in Houston. He has served as a trusted financial advisor to W&T over the years on key strategic initiatives of the Company, including its drilling joint venture and corporate debt refinancing in 2018, the non-recourse term loan financing with Munich Re Reserve Risk Financing, Inc. in 2021 as well as its opportunistic At-The-Market equity offering in 2022.

Lease Sale 259

W&T was recently awarded a 100% working interest in two shallow water blocks, Eugene Island South Addition block 371 and Eugene Island South Addition block 387 on which it was the apparent high bidder during the GOM lease sale held in March 2023. These two blocks cover a total of approximately 10,000 gross acres and together cost approximately $340,000. The blocks have a lease term of five years and an 18.75% royalty.

Mid-Year 2023 Proved Reserves

As calculated by NSAI, W&T’s independent reserve engineering consultants, proved reserves using SEC pricing methodology totaled 157.7 MMBoe at June 30, 2023, compared with 165.3 MMBoe at year-end 2022. The decrease in proved reserves was primarily driven by downward price revisions of 4.8 MMBoe and 6.3 MMBoe of production in the first half of 2023, partially offset by 3.5 MMBoe of positive technical revisions related primarily to increases in performance-based projections across several producing fields. There were no reserve additions from acquisitions during the period. The mid-year proved reserves, which were 71% proved developed producing, 16% proved developed non-producing, and 13% proved undeveloped, were 36% liquids (24% crude oil and 12% NGLs) and 64% natural gas. W&T operates approximately 92% of its mid-year 2023 proved reserves.

The pre-tax PV-10 of the mid-year 2023 proved reserves using SEC pricing was $2.1 billion (before consideration of expenditures for asset retirement obligations), a decrease of 35% compared with the PV-10 of $3.1 billion at year-end 2022 using SEC pricing. The decrease was driven by lower overall pricing. Mid-year 2023 SEC proved reserves and PV-10 were based on an average 12-month crude oil and natural gas prices of $83.23 per barrel and $4.76 per MMBtu, respectively. Prices used to determine proved reserves and PV-10 for year-end 2022 were $94.14 per barrel of oil and $6.36 per MMBtu of natural gas.

Third Quarter and Full Year 2023 Production and Expense Guidance

Addressing updated guidance for the balance of 2023, Tracy Krohn commented, “We have always believed that the key to long-term sustainability is to prioritize free cash flow generation. In the first half of 2023, we have seen commodity price weakness, with much lower natural gas prices and soft oil prices. As a result, we decided to proactively reduce our current year capital budget and delay a significant portion of our drilling capital investments until 2024. We believe that the lower pricing scenario enhances acquisition opportunities, and we have a strong cash position and balance sheet to act quickly should we see the right acquisition opportunity arise. We feel that patience is important as we are looking for strategic value and free cash flow generation potential in all acquisition opportunities that we are currently evaluating. Assuming no acquisitions for the remainder of the year, we are reducing our capital expenditure plans for 2023 from a range of $90 to $110 million to $50 to $70 million, and are focused on maintaining cash which will result in a related deferral of production. We will continue to invest in workovers and recompletions this year to help mitigate natural declines in production. We have successfully built W&T over the past 40 years with a proven acquisition strategy and believe the market will afford us several opportunities in the near term. One of the most attractive attributes of our asset base is our ability to adjust our drilling plans without losing drilling opportunities since our leases are largely held by existing production.”

The guidance for the third quarter and full year 2023 in the table below represents the Company’s current expectations. Please refer to the section entitled “Forward-Looking and Cautionary Statements” below for risk factors that could impact guidance.

Production	Third Quarter 2023	Full Year 2023
Oil (MBbl)	1,130 – 1,260	4,750 – 5,250
NGLs (MBbl)	320 – 360	1,350 – 1,480
Natural gas (MMcf)	9,900 – 11,000	36,300 – 40,200
Total equivalents (MBoe)	3,100 – 3,453	12,150 – 13,430
Average daily equivalents (MBoe/d)	34 – 37	33 – 37
Expenses	Third Quarter 2023	Full Year 2023
Lease operating expense ($MM)	$60.0 – $67.0	$240.0 – $260.0
Gathering, transportation & production taxes ($MM)	$7.4 – $8.4	$27.0 – $31.0
General & administrative – cash ($MM)	$15.4 – $17.3	$63.0 – $68.0
General & administrative – non-cash ($MM)	$3.1 – $3.5	$10.5 – $12.0
DD&A ($ per Boe)		$9.00 – $10.00

We expect all taxes in 2023 to be deferred. 

Conference Call Information:   W&T will hold a conference call to discuss its financial and operational results on Wednesday, August 2, 2023 at 9:00 a.m. Central Time (10:00 Eastern Time). Interested parties may dial 1-844-739-3797. International parties may dial 1-412-317-5713. Participants should request to connect to the “W&T Offshore Conference Call”. This call will also be webcast and available on W&T’s website at www.wtoffshore.com under “Investors”. An audio replay will be available on the Company’s website following the call.

About W&T Offshore

W&T Offshore, Inc. is an independent oil and natural gas producer with operations offshore in the Gulf of Mexico and has grown through acquisitions, exploration and development. As of June 30, 2023, the Company had working interests in 46 fields in federal and state waters (which include 38 fields in federal waters and eight in state waters). The Company has under lease approximately 578,000 gross acres (419,000 net acres) spanning across the outer continental shelf off the coasts of Louisiana, Texas, Mississippi and Alabama, with approximately 8,000 gross acres in Alabama State waters, 416,500 gross acres on the conventional shelf and approximately 153,500 gross acres in the deepwater. A majority of the Company’s daily production is derived from wells it operates. For more information on W&T, please visit the Company’s website at www.wtoffshore.com.

Forward-Looking and Cautionary Statements

This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking statements, including but not limited to, any forward-looking guidance provided herein, reflect our current views with respect to future events, based on what we believe are reasonable estimates and assumptions. No assurance can be given, however, that these events will occur or that our estimates will be correct. These statements are subject to risks and uncertainties that could cause actual results to differ materially including, among other things, market conditions, commodity price volatility, uncertainties inherent in oil and gas production operations and estimating reserves, uncertainties of the timing and impact of bringing new wells online and repairing and restoring infrastructure due to hurricane damage, the ability to achieve leverage targets, unexpected future capital expenditures, competition, the success of our risk management activities, governmental regulations, uncertainties and other factors described or referenced in W&T’s Annual Report on Form 10-K for the year ended December 31, 2022 and subsequent Quarterly Reports on Form 10-Q found at www.sec.gov or on our website at www.wtoffshore.com under the Investor Relations section. Our forward-looking statements in this press release are based upon assumptions made, and information known, by the Company as of the date of this release; it should not be assumed that the Company will undertake to revise or update any such forward-looking statements as such assumptions and information changes, except as required under applicable law. Investors are urged to consider closely the disclosures and risk factors in these reports.  

W&T OFFSHORE, INC. AND SUBSIDIARIES
Condensed Consolidated Statements of Operations
(In thousands, except per share data)
(Unaudited)
	Three Months Ended													Six Months Ended
		June 30,				March 31,				June 30,				June 30,
		2023				2023				2022				2023				2022
Revenues:
Oil		$	89,982			$	97,000			$	159,264			$	186,982			$	281,966
NGLs			10,385				7,795				16,735				18,180				30,555
Natural gas			23,438				24,804				92,413				48,242				143,779
Other			2,376				2,126				5,396				4,502				8,512
Total revenues			126,181				131,725				273,808				257,906				464,812
Operating expenses:
Lease operating expenses			66,021				65,186				52,976				131,207				96,387
Gathering, transportation and production taxes			6,802				6,136				9,181				12,938				14,448
Depreciation, depletion, amortization and accretion			35,894				30,134				34,360				66,028				65,271
General and administrative expenses			17,393				19,919				14,967				37,312				28,743
Total operating expenses			126,110				121,375				111,484				247,485				204,849
Operating income			71				10,350				162,324				10,421				259,963
Interest expense, net			10,323				14,713				18,183				25,036				38,066
Derivative (gain) loss, net			(829	)			(39,240	)			(8,854	)			(40,069	)			71,143
Other (income) expense, net			(311	)			233				(1,534	)			(78	)			(629	)
(Loss) income before income taxes			(9,112	)			34,644				154,529				25,532				151,383
Income tax expense			2,997				8,639				31,093				11,636				30,404
Net (loss) income		$	(12,109	)		$	26,005			$	123,436			$	13,896			$	120,979
Basic		$	(0.08	)		$	0.18			$	0.86			$	0.09			$	0.85
Diluted			(0.08	)			0.17				0.85				0.09				0.84
Weighted average common shares outstanding
Basic			146,452				146,418				143,020				146,435				142,981
Diluted			146,452				148,726				144,525				149,045				144,094

W&T OFFSHORE, INC. AND SUBSIDIARIES
Condensed Operating Data
(Unaudited)
	Three Months Ended										Six Months Ended
		June 30,			March 31,			June 30,			June 30,
		2023			2023			2022			2023			2022
Net sales volumes:
Oil (MBbls)			1,254			1,350			1,476			2,604			2,780
NGLs (MBbls)			443			294			384			738			733
Natural gas (MMcf)			10,023			7,677			11,995			17,699			22,466
Total oil and natural gas (MBoe) (1)			3,368			2,924			3,859			6,292			7,257
Average daily equivalent sales (MBoe/d)			37.0			32.5			42.4			34.8			40.1
Average realized sales prices (before the impact of derivative settlements):
Oil ($/Bbl)		$	71.76		$	71.85		$	107.90		$	71.81		$	101.43
NGLs ($/Bbl)			23.44			26.51			43.58			24.63			41.68
Natural gas ($/Mcf)			2.34			3.23			7.70			2.73			6.40
Barrel of oil equivalent ($/Boe)			36.76			44.32			69.55			40.27			62.88
Average operating expenses per Boe ($/Boe):
Lease operating expenses		$	19.60		$	22.29		$	13.73		$	20.85		$	13.28
Gathering, transportation and production taxes			2.02			2.10			2.38			2.06			1.99
Depreciation, depletion, amortization and accretion			10.66			10.31			8.90			10.49			8.99
General and administrative expenses			5.16			6.81			3.88			5.93			3.96
(1) MBoe is determined using the ratio of six Mcf of natural gas to one Bbl of crude oil, condensate or NGLs (totals may not compute due to rounding).  The conversion ratio does not assume price equivalency and the price on an equivalent basis for oil, NGLs and natural gas may differ significantly.

(1) MBoe is determined using the ratio of six Mcf of natural gas to one Bbl of crude oil, condensate or NGLs (totals may not compute due to rounding). The conversion ratio does not assume price equivalency and the price on an equivalent basis for oil, NGLs and natural gas may differ significantly. The realized prices presented above are volume-weighted for production in the respective period.

W&T OFFSHORE, INC. AND SUBSIDIARIES
Condensed Consolidated Balance Sheets
(In thousands)
(Unaudited)
		June 30,				December 31,
		2023				2022
Assets
Current assets:
Cash and cash equivalents		$	171,627			$	461,357
Restricted cash			4,417				4,417
Receivables:
Oil and natural gas sales			41,342				66,146
Joint interest, net			13,875				14,000
Income taxes			1,941				—
Total receivables			57,158				80,146
Prepaid expenses and other assets			21,365				24,343
Total current assets			254,567				570,263
Oil and natural gas properties and other			8,887,645				8,834,319
Less accumulated depreciation, depletion, amortization and impairment			8,149,905				8,099,104
Oil and natural gas properties and other, net			737,740				735,215
Restricted deposits for asset retirement obligations			22,092				21,483
Deferred income taxes			45,700				57,280
Other assets			42,118				47,549
Total assets		$	1,102,217			$	1,431,790
Liabilities and Shareholders’ Equity
Current liabilities:
Accounts payable		$	67,303			$	65,570
Undistributed oil and natural gas proceeds			31,178				41,934
Advances from joint interest partners			3,110				3,181
Asset retirement obligations			37,763				25,359
Accrued liabilities			39,323				74,041
Current portion of long-term debt, net			30,550				582,249
Total current liabilities			209,227				792,334
Long-term debt, net			373,021				111,188
Asset retirement obligations, less current portion			443,069				441,071
Other liabilities			52,109				79,563
Shareholders’ equity:
Common stock, $0.00001 par value; 200,000 shares authorized; 149,350 issued and 146,481 outstanding at June 30, 2023; 149,002 issued and 146,133 outstanding at December 31, 2022			1				1
Additional paid-in capital			579,849				576,588
Retained deficit			(530,892	)			(544,788	)
Treasury stock, at cost; 2,869 shares for both dates presented			(24,167	)			(24,167	)
Total shareholders’ equity			24,791				7,634
Total liabilities and shareholders’ equity		$	1,102,217			$	1,431,790

W&T OFFSHORE, INC. AND SUBSIDIARIES
Condensed Consolidated Statements of Cash Flows
(In thousands)
(Unaudited)
	Three Months Ended													Six Months Ended
		June 30,				March 31,				June 30,				June 30,
		2023				2023				2022				2023				2022
Operating activities:
Net (loss) income		$	(12,109	)		$	26,005			$	123,436			$	13,896			$	120,979
Adjustments to reconcile net (loss) income to net cash provided by operating activities:
Depreciation, depletion, amortization and accretion			35,894				30,134				34,360				66,028				65,271
Amortization and write off of debt issuance costs			1,114				3,249				1,771				4,363				4,365
Share-based compensation			2,087				1,922				2,014				4,009				2,534
Derivative (gain) loss			(829	)			(39,240	)			(8,854	)			(40,069	)			71,143
Derivative cash payments (receipts), net			901				(5,328	)			100,742				(4,427	)			70,227
Derivative cash premium payments			—				—				(46,111	)			—				(46,111	)
Deferred income taxes			7,184				4,396				27,764				11,580				27,031
Changes in operating assets and liabilities:
Oil and natural gas receivables			4,183				20,621				(6,462	)			24,804				(44,236	)
Joint interest receivables			3,241				(3,116	)			851				125				(3,625	)
Prepaid expenses and other assets			(4,497	)			31,489				(17,909	)			26,992				(30,092	)
Income tax			(6,588	)			4,243				3,179				(2,345	)			3,223
Asset retirement obligation settlements			(3,199	)			(8,642	)			(34,283	)			(11,841	)			(39,775	)
Cash advances from joint interest partners			(50	)			(21	)			(1,263	)			(71	)			(9,813	)
Accounts payable, accrued liabilities and other			(1,135	)			(42,277	)			30,987				(43,412	)			46,638
Net cash provided by operating activities			26,197				23,435				210,222				49,632				237,759
Investing activities:
Investment in oil and natural gas properties and equipment			(15,632	)			(7,367	)			(8,050	)			(22,999	)			(25,489	)
Changes in operating assets and liabilities associated with investing activities			3,453				(5,791	)			(8,416	)			(2,338	)			(5,786	)
Acquisition of property interests			—				—				(17,472	)			—				(47,625	)
Purchases of furniture, fixtures and other			(9,045	)			(156	)			—				(9,201	)			—
Net cash used in investing activities			(21,224	)			(13,314	)			(33,938	)			(34,538	)			(78,900	)
Financing activities:
Repayment of Note Payable			(183	)			—				—				(183	)			—
Issuance of 11.75% Senior Second Lien Notes			—				275,000				—				275,000				—
Repayments on 9.75% Second Senior Lien Notes			—				(552,460	)			—				(552,460	)			—
Repayments on Term Loan			(9,629	)			(9,552	)			(12,311	)			(19,181	)			(24,941	)
Debt issuance costs			(898	)			(6,354	)			(1,290	)			(7,252	)			(1,290	)
Other			(25	)			(723	)			(434	)			(748	)			(703	)
Net cash used in financing activities			(10,735	)			(294,089	)			(14,035	)			(304,824	)			(26,934	)
(Decrease) increase in cash and cash equivalents			(5,762	)			(283,968	)			162,249				(289,730	)			131,925
Cash and cash equivalents and restricted cash, beginning of period			181,806				465,774				219,892				465,774				250,216
Cash and cash equivalents and restricted cash, end of period		$	176,044			$	181,806			$	382,141			$	176,044			$	382,141

W&T OFFSHORE, INC. AND SUBSIDIARIES

Non-GAAP Information

Certain financial information included in W&T’s financial results are not measures of financial performance recognized by accounting principles generally accepted in the United States, or GAAP. These non-GAAP financial measures are “Net Debt”, “Adjusted Net (Loss) Income”, “Adjusted EBITDA,” “Free Cash Flow” and “PV-10” or are derivable from a combination of these measures. Management uses these non-GAAP financial measures in its analysis of performance. These disclosures may not be viewed as a substitute for results determined in accordance with GAAP and are not necessarily comparable to non-GAAP performance measures which may be reported by other companies. Prior period amounts have been conformed to the methodology and presentation of the current period.

We calculate Net Debt as total debt (current and long-term portions), less cash and cash equivalents. Management uses Net Debt to evaluate the Company’s financial position, including its ability to service its debt obligations.

Reconciliation of Net (Loss) Income to Adjusted Net (Loss) Income

Adjusted Net (Loss) Income adjusts for certain items that the Company believes affect comparability of operating results, including items that are generally non-recurring in nature or whose timing and/or amount cannot be reasonably estimated. These items include unrealized commodity derivative (gain) loss net of derivative premiums, allowance for credit losses, write-off of debt issuance costs, non-recurring IT-transition costs, non-ARO plugging and abandonment costs, and other which are then tax effected using the Federal Statutory Rate.

	Three Months Ended													Six Months Ended
		June 30,				March 31,				June 30,				June 30,
		2023				2023				2022				2023				2022
	(In thousands)
	(Unaudited)
Net (loss) income		$	(12,109	)		$	26,005			$	123,436			$	13,896			$	120,979
Selected items
Unrealized commodity derivative (gain) loss and effect of derivative premiums, net			(1,129	)			(39,470	)			86,272				(40,599	)			126,768
Allowance for credit losses			3				—				181				3				299
Write-off debt issuance costs			—				2,330				—				2,330				—
Non-recurring costs related to IT services transition			1,078				785				—				1,863				—
Non-ARO P&A costs			—				6				—				6				—
Other			(294	)			378				(1,534	)			84				(629	)
Tax effect of selected items (1)			72				7,554				(17,833	)			7,626				(26,552	)
Adjusted Net (loss) income		$	(12,379	)		$	(2,412	)		$	190,522			$	(14,791	)		$	220,865
Adjusted net (loss) income per common share
Basic		$	(0.08	)		$	(0.02	)		$	1.33			$	(0.10	)		$	1.54
Diluted		$	(0.08	)		$	(0.02	)		$	1.32			$	(0.10	)		$	1.53
Weighted Average Shares Outstanding
Basic			146,452				146,418				143,020				146,435				142,981
Diluted			146,452				146,418				144,525				146,435				144,094
(1) Selected items were tax effected with the Federal Statutory Rate of 21% for each respective period.

(1) Selected items were tax effected with the Federal Statutory Rate of 21% for each respective period.

W&T OFFSHORE, INC. AND SUBSIDIARIES

Non-GAAP Information

Adjusted EBITDA/ Free Cash Flow Reconciliations

The Company also presents the non-GAAP financial measures Adjusted EBITDA and Free Cash Flow. The Company defines Adjusted EBITDA as net (loss) income plus net interest expense, income tax expense, depreciation, depletion, amortization and accretion, excluding the unrealized commodity derivative (gain) loss net of derivative premiums, allowance for credit losses, non-cash incentive compensation, non-recurring IT-transition costs, non-ARO plugging and abandonment costs, and other. Company management believes this presentation is relevant and useful because it helps investors understand W&T’s operating performance and makes it easier to compare its results with those of other companies that have different financing, capital and tax structures. Adjusted EBITDA should not be considered in isolation from or as a substitute for net income, as an indication of operating performance or cash flows from operating activities or as a measure of liquidity. Adjusted EBITDA, as W&T calculates it, may not be comparable to Adjusted EBITDA measures reported by other companies. In addition, Adjusted EBITDA does not represent funds available for discretionary use.

The Company defines Free Cash Flow as Adjusted EBITDA (defined above), less capital expenditures, plugging and abandonment costs and interest expense (all on an accrual basis). For this purpose, the Company’s definition of capital expenditures includes costs incurred related to oil and natural gas properties (such as drilling and infrastructure costs and the lease maintenance costs) and equipment, furniture and fixtures, but excludes acquisition costs of oil and gas properties from third parties that are not included in the Company’s capital expenditures guidance provided to investors. Company management believes that Free Cash Flow is an important financial performance measure for use in evaluating the performance and efficiency of its current operating activities after the impact of accrued capital expenditures, plugging and abandonment costs and interest expense and without being impacted by items such as changes associated with working capital, which can vary substantially from one period to another. There is no commonly accepted definition of Free Cash Flow within the industry. Accordingly, Free Cash Flow, as defined and calculated by the Company, may not be comparable to Free Cash Flow or other similarly named non-GAAP measures reported by other companies. While the Company includes interest expense in the calculation of Free Cash Flow, other mandatory debt service requirements of future payments of principal at maturity (if such debt is not refinanced) are excluded from the calculation of Free Cash Flow. These and other non-discretionary expenditures that are not deducted from Free Cash Flow would reduce cash available for other uses.

The following tables present (i) a reconciliation of cash flow from operating activities, a GAAP measure, to Free Cash Flow, as defined by the Company and (ii) a reconciliation of the Company’s net (loss) income, a GAAP measure, to Adjusted EBITDA and Free Cash Flow, as such terms are defined by the Company.

	Three Months Ended													Six Months Ended
		June 30,				March 31,				June 30,				June 30,
		2023				2023				2022				2023				2022
	(In thousands)
	(Unaudited)
Net (loss) income		$	(12,109	)		$	26,005			$	123,436			$	13,896			$	120,979
Interest expense, net			10,323				14,713				18,183				25,036				38,066
Income tax expense			2,997				8,639				31,093				11,636				30,404
Depreciation, depletion, amortization and accretion			35,894				30,134				34,360				66,028				65,271
Unrealized commodity derivative (gain) loss and effect of derivative premiums, net			(1,129	)			(39,470	)			86,272				(40,599	)			126,768
Allowance for credit losses			3				—				181				3				299
Non-cash incentive compensation			2,087				1,922				2,014				4,009				2,534
Non-recurring costs related to IT services transition			1,078				785				—				1,863				—
Non-ARO P&A costs			—				6				—				6				—
Other			(312	)			378				(1,534	)			66				(629	)
Adjusted EBITDA		$	38,832			$	43,112			$	294,005			$	81,944			$	383,692
Investment in oil and natural gas properties and equipment			(15,632	)			(7,367	)			(8,050	)			(22,999	)			(25,489	)
Asset retirement obligation settlements			(3,199	)			(8,642	)			(34,283	)			(11,841	)			(39,775	)
Interest expense, net			(10,323	)			(14,713	)			(18,183	)			(25,036	)			(38,066	)
Free Cash Flow		$	9,678			$	12,390			$	233,489			$	22,068			$	280,362

	Three Months Ended													Six months ended
		June 30,				March 31,				June 30,				June 30,
		2023				2023				2022				2023				2022
	(In thousands)
	(Unaudited)
Net cash provided by operating activities		$	26,197			$	23,435			$	210,222			$	49,632			$	237,759
Allowance for credit losses			3				—				181				3				299
Amortization of debt items and other items			(1,114	)			(3,249	)			(1,771	)			(4,363	)			(4,365	)
Non-recurring costs related to IT services transition			1,078				785				—				1,863				—
Current tax benefit (1)			(4,187	)			4,243				3,329				56				3,373
Changes in derivatives (payable) receivable(1)			(1,202	)			5,098				40,495				3,896				31,509
Non-ARO P&A costs			—				6				—				6				—
Changes in operating assets and liabilities, excluding asset retirement obligation settlements			4,846				(10,939	)			(9,383	)			(6,093	)			37,905
Investment in oil and natural gas properties, equipment and other			(15,632	)			(7,367	)			(8,050	)			(22,999	)			(25,489	)
Other			(312	)			378				(1,534	)			66				(629	)
Free Cash Flow		$	9,678			$	12,390			$	233,489			$	22,068			$	280,362
(1) A reconciliation of the adjustment used to calculate Free Cash Flow to the Condensed Consolidated Financial Statements is included below:
Current tax benefit:
Income tax expense (benefit)		$	2,997			$	8,639			$	31,093			$	11,636			$	30,404
Less: Deferred income taxes			7,184				4,396				27,764				11,580				27,031
Current tax benefit		$	(4,187	)		$	4,243			$	3,329			$	56			$	3,373
Changes in derivatives receivable:
Derivatives payable, end of period		$	(677	)		$	524			$	(20,998	)		$	(677	)		$	(20,998	)
Derivatives payable, beginning of period			(524	)			4,574				15,382				4,574				6,396
Derivative premiums paid			—				—				46,111				—				46,111
Change in derivatives receivable (payable)		$	(1,201	)		$	5,098			$	40,495			$	3,897			$	31,509

Reconciliation of PV-10 to Standardized Measure

The Company also discloses PV-10, which is not a financial measure defined under GAAP. The standardized measure of discounted future net cash flows is the most directly comparable GAAP financial measure for proved reserves calculated using SEC pricing. Company management believes that the non-GAAP financial measure of PV-10 is relevant and useful for evaluating the relative monetary significance of oil and natural gas properties. PV-10 is also used internally when assessing the potential return on investment related to oil and natural gas properties and in evaluating acquisition opportunities. Company management believes that the use of PV-10 is valuable because there are many unique factors that can impact an individual company when estimating the amount of future income taxes to be paid. Additionally, Company management believes that the presentation of PV-10 provides useful information to investors because it is widely used by professional analysts and sophisticated investors in evaluating oil and natural gas companies. PV-10 is not a measure of financial or operating performance under GAAP, nor is it intended to represent the current market value of the Company’s estimated oil and natural gas reserves. PV-10 should not be considered in isolation or as substitutes for the standardized measure of discounted future net cash flows as defined under GAAP. Investors should not assume that PV-10 of the Company’s proved oil and natural gas reserves represents a current market value of the Company’s estimated oil and natural gas reserves.

With respect to PV-10 calculated as of an interim date (i.e. other than year-end), it is not practical for the Company to reconcile the PV-10 of its SEC pricing proved reserves as of June 30, 2023 because GAAP does not provide for disclosure of standardized measure on an interim basis.

TORONTO, Aug. 01, 2023 (GLOBE NEWSWIRE) — Celestica Inc. (“Celestica”) (NYSE, TSX: CLS), a leader in design, manufacturing, hardware platform and supply chain solutions for the world’s most innovative companies, announced today that Onex Corporation, its controlling shareholder, intends to offer for sale 6,757,198 of Celestica’s subordinate voting shares (“SVS”), substantially all of which will be issued upon conversion of a corresponding number of Celestica’s multiple voting shares into SVS. Celestica is not selling any shares and will not receive any proceeds from the proposed offering.

BofA Securities will act as the underwriter for the proposed offering.

The offering is being made in the United States only by means of a prospectus supplement to a base prospectus forming a part of an effective registration statement on Form F-3ASR (File No. 333-273467) filed with the United States Securities and Exchange Commission (the “SEC”). Prospective investors in the United States should read the base prospectus, registration statement, the prospectus supplement related to this offering and the documents incorporated by reference therein. You may obtain these documents for free on EDGAR on the SEC website at www.sec.gov. Alternatively, copies of the base prospectus and, when available, the prospectus supplement relating to this offering may also be obtained from BofA Securities, NC1-022-02-25, 201 North Tryon Street, Charlotte, NC  28255-0001, Attention: Prospectus Department by email at [email protected].

This offering is being made in Canada only by means of a prospectus supplement, together with a short form base shelf prospectus for the province of Québec and an amended and restated short form base shelf prospectus for all other provinces and territories of Canada. Prospective investors in Canada should read the short form base shelf prospectus and the amended and restated base shelf prospectus of Celestica filed with the Canadian securities regulatory authorities on May 30, 2023, the prospectus supplement thereto relating to the offering and the documents incorporated by reference therein. You may obtain these documents for free on SEDAR+ at www.sedarplus.ca.

This press release does not constitute an offer for sale of securities or a solicitation ‎for offers to buy any Celestica securities in any jurisdiction in which such offer, solicitation or sale would be unlawful. Any public offering of securities in the United States or Canada will be made solely by means of ‎the applicable prospectus and prospectus supplement. ‎

About Celestica

Celestica enables the world’s best brands. Through our recognized customer-centric approach, we partner with leading companies in Aerospace and Defense, Communications, Enterprise, HealthTech, Industrial, and Capital Equipment to deliver solutions for their most complex challenges. As a leader in design, manufacturing, hardware platform and supply chain solutions, Celestica brings global expertise and insight at every stage of product development – from the drawing board to full-scale production and after-market services. With talented teams across North America, Europe and Asia, we imagine, develop and deliver a better future with our customers.

Cautionary Note Regarding Forward-looking Statements

This news release contains forward-looking information related to our plans, objectives, expectations and intentions, including our expectations regarding the details and timing of the proposed offering; the number of SVS subject to the offering; the terms and jurisdictions of the offering; and other statements contained in this release that are not historical facts. Such forward-looking statements are predictive in nature and may be based on current expectations, forecasts or assumptions involving risks and uncertainties that could cause actual outcomes and results to differ materially from the forward-looking statements themselves. Such forward-looking statements may, without limitation, be preceded by, followed by, or include words such as “believes”, “expects”, “anticipates”, “estimates”, “intends”, “plans”, “continues”, “project”, “potential”, “possible”, “contemplate”, “seek”, or similar expressions, or may employ such future or conditional verbs as “may”, “might”, “will”, “could”, “should” or “would”, or may otherwise be indicated as forward-looking statements by grammatical construction, phrasing or context.  For those statements, we claim the protection of the safe harbor for forward-looking statements contained in applicable U.S. and Canadian securities laws. Forward-looking statements are not guarantees of future performance and are subject to risks that could cause actual results to differ materially from conclusions, forecasts or projections expressed in such statements, including, among others, risks related to: Celestica’s future capital requirements, market and general economic conditions, and its ability to obtain regulatory approvals. These statements are inherently subject to significant risks, uncertainties and changes in circumstances, many of which are beyond the control of Celestica. Our actual results may differ materially from those expressed or implied by such forward-looking statements, including as a result of changes in global, political, economic, business, competitive, market and regulatory factors. These and other risks and uncertainties, as well as other information related to Celestica, are discussed in our various public filings at www.sedarplus.ca and www.sec.gov, including in our interim Management’s Discussion and Analysis of Financial Condition and Results of Operations, our 2022 Annual Report on Form 20-F and subsequent reports on Form 6-K filed with or furnished to (as applicable) the SEC, and as applicable, the securities commissions or similar securities regulatory authorities in each of the provinces and territories of Canada. Forward-looking statements are provided for the purpose of assisting readers in understanding management’s current expectations and plans relating to the future. Readers are cautioned that such information may not be appropriate for other purposes. The forward-looking statements contained in this press release speak only as of the date of this release, and except as required by applicable law, we disclaim any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

Contacts:

Celestica Global Communications               
(416) 448-2200                                    
[email protected]                                  

Celestica Investor Relations
(416) 448-2211
[email protected]

NEW YORK, Aug. 01, 2023 (GLOBE NEWSWIRE) — TMC the metals company Inc. (Nasdaq: TMC) (“TMC” or “the Company”), an explorer of lower-impact battery metals from seafloor polymetallic nodules, today provided a corporate update on expected development timeline, production capacity and application costs for its NORI-D Nodule Project following the recent International Seabed Authority (ISA) Council decisions on a roadmap to deliver final rules, regulations and procedures, also known as the Mining Code.

Update Highlights:

• TMC subsidiary Nauru Ocean Resources Inc. (NORI) intends to submit an application to the ISA for an exploitation contract for NORI Area D following the July 2024 meeting of the ISA. Assuming a one-year review process, NORI expects to be in production in the fourth quarter of 2025.
• NORI and strategic partner Allseas plan for an increased production capacity for the Project Zero Offshore System, using the Hidden Gem vessel, from an estimated 1.3 million wet tonnes to an estimated 3.0 million wet tonnes per annum, an increase of 130%, including an additional 15-meter-wide collector vehicle, a wider diameter riser pipe, larger compressor spread, and improvements to the system designed to further mitigate its environmental impacts.
• The Company estimates that it will require $60 to 70 million of additional cash to submit an application for an exploitation contract following the July 2024 meeting of the ISA.
• TMC had $20M cash on hand and an undrawn $25M unsecured credit facility as of June 30^th 2023. Allseas has agreed to extend the maturity date of the $25 million unsecured credit facility provided to the Company through November 30, 2024 on the same terms. In addition, on August 1, 2023, the Company and Allseas entered into an Exclusive Vessel Use Agreement which will give the Company exclusive use of the Hidden Gem in support of the development of the Project Zero Offshore System with 4.15 million common shares to be issued to Allseas as consideration.

Gerard Barron, TMC Chairman and CEO, commented: “While we were pleased to see the high level of motivation and collaboration among the ISA Members who made significant progress in Kingston last month, it is clear the Parties need more time to fulfill their legal obligation of delivering the Mining Code. After carefully listening during the last three weeks of ISA meetings, NORI now intends to submit an application following the July 2024 ISA session, which gives us more time to strengthen our environmental dataset while providing time for three more Council sessions and intersessional work. NORI will monitor closely the progress that the Council makes over the next three meetings. As a lean and capital-light enterprise with supportive strategic partners like Allseas, who is taking advantage of the additional time to improve the system’s annual production capacity and reduce its environmental impacts further, TMC and NORI are prepared to work within the ISA’s new roadmap. We are pleased to see the ISA’s reiteration of their obligation to consider a plan of work when we are ready to lodge it in consultation with our sponsoring state. Meanwhile, our teams continue work on the scientific evidence to support NORI’s application and we will include a campaign to revisit the site of last year’s pilot collection trials in the Clarion Clipperton Zone to further bolster our environmental knowledge. We will continue to share this data openly, with the entire world.”

Increased Production Capacity for Project Zero

Following the successful integrated system trials in 2022 where over 3,000 tonnes of nodules were lifted from seafloor to surface, TMC subsidiary NORI and its offshore partner and shareholder Allseas are now planning to increase the production capacity of the Project Zero Offshore System from an estimated 1.3 million wet tonnes per annum to an estimated 3.0 million wet tonnes per annum, a potential increase of 130%. Alongside upgrades to the pilot collector vehicle tested last year, the system is expected to include an additional 15-meter-wide collector vehicle, a wider diameter riser pipe, a larger compressor spread and improvements to the system to further mitigate its environmental impacts.

Capacity is expected to be increased in a phased approach based on ongoing environmental monitoring conducted in accordance with the Environmental Management and Monitoring Program (EMMP) and Adaptive Management System (AMS) to ensure ramp-up occurs within environmental thresholds in a plan designed to minimize up-front capital expenditure requirements and manage operational risk.

Allseas has agreed to extend the maturity date of the $25 million unsecured credit facility provided to the Company through November 30, 2024 on the same terms as the existing credit facility. In addition, on August 1, 2023 the Company and Allseas entered into an Exclusive Vessel Use Agreement pursuant to which Allseas will give exclusive use of the Hidden Gem to the Company in support of the development of the Project Zero Offshore System with 4.15 million common shares issued to Allseas as consideration.

Finalizing NORI-D Application

After listening carefully during the recent ISA meetings, NORI intends to submit an application to the ISA for an exploitation contract for its NORI Area D following the July 2024 session, by which time the ISA would have concluded three additional ISA Council sessions while continuing with intersessional working groups.

Following feedback received from the ISA’s Legal and Technical Commission (LTC), NORI will further add to its growing body of environmental data by conducting a new post-collection test campaign this year, a campaign which was originally slated to be part of NORI’s Environmental Management & Monitoring Plan (EMMP) post application, which the Company believes will strengthen the quality of NORI’s Environmental Impact Statement (EIS) and EMMP by providing additional information on the environmental regeneration of the collection test area. Based on observations during the 2022 post-collection test monitoring campaign as well as information shared by other contractors, NORI expects that the results of this additional campaign will further enhance the quality of its application.

Consistent with NORI’s rights under the United Nations Convention on the Law of the Sea (UNCLOS), and the 1994 Agreement relating to the Implementation of Part XI of UNCLOS (the Agreement), NORI reserves its right to submit an application for a plan of work for exploitation, which will be included as part of the application for an exploitation contract, prior to the ISA’s provisional adoption and approval of the Mining Code, the possibility of which was recognized in the ISA Council decisions ISBA/28/C/24 and ISBA/28/C/25, and to have that application considered and provisionally approved pursuant to Section 1, Paragraph 15 of the Annex to the Agreement.

Assuming a one-year review process for an application, NORI expects to be in production in the fourth quarter of 2025.

Financial Position

The Company estimates that it will require $60 to 70 million of cash in addition to the $20 million cash on hand as of June 30, 2023 (but not including potential drawdown on the existing Allseas credit facility) to submit an application for an exploitation contract for NORI Area D following the July 2024 meeting of the ISA. This estimate includes, among other things, the expected costs of:

• The environmental and social impact assessment (ESIA), including a post-collection test monitoring campaign
• Pre-feasibility studies
• Non-recurring engineering and project management on the Project Zero Offshore System
• Layup costs for the Hidden Gem
• Regulatory and legal costs
• Payroll and other general corporate matters
• This estimate is exclusive of costs expected to be spent subsequent to submission of the application for an exploitation contract on more detailed feasibility estimates and to progress Project Zero Offshore System development.
• The Company expects to refine its expected cash needs to prepare for potential commercialization following the time NORI submits its application to the ISA for an exploitation contract after it finalizes its planned definitive agreement with Allseas.

Current liquidity and capital resources as of June 30, 2023:

• Cash balance of $20 million,
• $25 million unsecured credit facility with an affiliate of Allseas, which remains undrawn today,
• $30 million at-the-market equity program (ATM), which remains unused today, and
• $100 million effective universal “shelf” registration statement pursuant to which the Company may issue securities, including the $30 million common shares issuable under the ATM.

About The Metals Company

The Metals Company is an explorer of lower-impact battery metals from seafloor polymetallic nodules, on a dual mission: (1) supply metals for the clean energy transition with the least possible negative environmental and social impact and (2) accelerate the transition to a circular metal economy. The Company through its subsidiaries holds exploration and commercial rights to three polymetallic nodule contract areas in the Clarion Clipperton Zone of the Pacific Ocean regulated by the International Seabed Authority and sponsored by the governments of Nauru, Kiribati and the Kingdom of Tonga.

More Info 

Media | [email protected]
Investors | [email protected]

Forward-Looking Statements

This press release contains “forward-looking” statements and information within the meaning of the Private Securities Litigation Reform Act of 1995. These statements may be identified by words such as “aims,” “anticipates,” “believes,” “could,” “estimates,” “expects,” “forecasts,” “goal,” “intends,” “may,” “plans,” “possible,” “potential,” “seeks,” “will” and variations of these words or similar expressions, although not all forward-looking statements contain these words. Forward-looking statements in this press release include, but are not limited to, statements concerning: the Company’s financial closing procedures; the Company’s financing plans; the Company’s expectations for the development of the Project Zero Offshore System, including the design, upgrades, cost, production capacity and timeline for completion; the expected terms and timing of a definitive agreement with Allseas; the timing of when the Company expects to submit an application to the ISA for an exploitation contract which will include a plan of work for exploitation; the estimated additional cash needed to be to submit an application to the ISA for an exploitation contract; the adoption of the final Mining Code by the ISA and the timing thereof; the Company’s plans to submit to the ISA an application for an exploitation contract and the plan of work for exploitation included therein; and the anticipated timing of the Company’s first commercial production of nodules from NORI Area D. The Company may not actually achieve the plans, intentions or expectations disclosed in these forward-looking statements, and you should not place undue reliance on these forward-looking statements. Actual results or events could differ materially from the plans, intentions and expectations disclosed in these forward-looking statements as a result of various factors, including, among other things: the Company’s strategies and future financial performance; the ISA’s ability to timely adopt the Mining Code and/or willingness to review and/or approve a plan of work for exploitation under UNCLOS; the Company’s ability to obtain exploitation contracts or approved plans of work for exploitation for its areas in the Clarion Clipperton Zone; regulatory uncertainties and the impact of government regulation and political instability on the Company’s resource activities; changes to any of the laws, rules, regulations or policies to which the Company is subject, including the terms of the final Mining Code, if any, adopted by ISA and the potential timing thereof; the impact of extensive and costly environmental requirements on the Company’s operations; environmental liabilities; the impact of polymetallic nodule collection on biodiversity in the Clarion Clipperton Zone and recovery rates of impacted ecosystems; the Company’s ability to develop minerals in sufficient grade or quantities to justify commercial operations; the lack of development of seafloor polymetallic nodule deposit; the Company’s ability to successfully enter into binding agreements with Allseas and other parties in which it is in discussions, if any,; uncertainty in the estimates for mineral resource calculations from certain contract areas and for the grade and quality of polymetallic nodule deposits; risks associated with natural hazards; uncertainty with respect to the specialized treatment and processing of polymetallic nodules that the Company may recover; risks associated with collective, development and processing operations, including with respect to the development of onshore processing capabilities and capacity and Allseas’ expected development efforts with respect to the Project Zero Offshore System; the Company’s dependence on Allseas; fluctuations in transportation costs; fluctuations in metals prices; testing and manufacturing of equipment; risks associated with the Company’s limited operating history, limited cash resources and need for additional financing;; risks associated with the Company’s intellectual property; Low Carbon Royalties’ limited operating history and other risks and uncertainties, any of which could cause the Company’s actual results to differ from those contained in the forward-looking statements, that are described in greater detail in the section entitled “Risk Factors” in the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission (“SEC”) on March 27, 2023, as well as in other filings the Company may make with the SEC in the future. Any forward-looking statements contained in this press release speak only as of the date hereof, and the Company expressly disclaims any obligation to update any forward-looking statements contained herein, whether because of any new information, future events, changed circumstances or otherwise, except as otherwise required by law.

KANSAS CITY, Mo., Aug. 01, 2023 (GLOBE NEWSWIRE) — H&R Block, Inc. (NYSE: HRB) will report fourth quarter and fiscal 2023 full year results on Tuesday, August 15, 2023, after the New York Stock Exchange market close. At that time, a copy of the press release and presentation will be available on the company’s investor relations website at https://investors.hrblock.com/.

A conference call for analysts, institutional investors, and shareholders will be held at 4:30 p.m. Eastern time on Tuesday, August 15, 2023. During the conference call the company will discuss fiscal 2023 results, outlook, and give a general business update. To join live, participants must register at https://register.vevent.com/register/BIc2731c264adc4c6887316fef4f02c795. Once registered, the participant will receive a dial-in number and unique PIN to access the call. Please join approximately 5 minutes prior to the scheduled start time.

The call, along with a presentation for viewing, will also be webcast in a listen-only format for the media and public. The webcast can be accessed directly at https://edge.media-server.com/mmc/p/qmmca8vv and will be available for replay 2 hours after the call is concluded and continuing for 90 days.

About H&R Block

H&R Block, Inc. (NYSE: HRB) provides help and inspires confidence in its clients and communities everywhere through global tax preparation services, financial products, and small-business solutions. The company blends digital innovation with human expertise and care as it helps people get the best outcome at tax time and also be better with money using its mobile banking app, Spruce. Through Block Advisors and Wave, the company helps small-business owners thrive with innovative products like Wave Money, a mobile-first, small-business bank account and bookkeeping solution that manages bookkeeping automatically. For more information, visit H&R Block News or follow @HRBlockNews on Twitter.

For Further Information
Investor Relations:	Michaella Gallina, (816) 854-3022, [email protected]
	Jordyn Eskijian, (816) 854-5674, [email protected]
Media Relations:	Heather Woodard, (660) 864-3836, [email protected]

FOR IMMEDIATE RELEASE

New York, NY, Aug. 01, 2023 (GLOBE NEWSWIRE) — Welsbach Technology Metals Acquisition Corp. (the “Company”), a blank check company formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses (a “Business Combination”), announced today that it has approved an extension of the time period to consummate a Business Combination, in accordance with Article G of the Company’s amended and restated certificate of incorporation, to and including August 30, 2023.

In connection therewith, the Company has also approved the issuance and sale, to Welsbach Acquisition Holdings LLC (the “Sponsor”), of a non-interest bearing, unsecured promissory note equal to $125,000 (the “Proceeds”) that will not be repaid in the event that the Company is unable to close a business combination unless there are funds available outside the trust account to do so. Such note would either be paid upon consummation of the initial business combination out of the proceeds of the Trust Account released to the Company or, at the Sponsor’s discretion, converted, in full or in part, upon consummation of our business combination into additional private units at a price of $10.00 per unit. The Company confirms that such Proceeds were placed on deposit in the Company’s Trust Account. As such, in accordance with Article G of the Company’s amended and restated certificate of incorporation, the Company’s time period to consummate a Business Combination has been extended to and including August 30, 2023.

In addition, the Sponsor has made an initial working capital loan to the Company, in the amount of $84,000 concurrently with the deposit of the Proceeds. In connection with the extension process, the Company’s independent directors were informed that certain amounts of restricted cash had been used to make payments to certain vendors for services provided to the Company. The proceeds of the working capital loan are sufficient to replenish the Company’s restricted cash level as of the date hereof.

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

Cautionary Statement Concerning Forward-Looking Statements

This press release contains statements that constitute “forward-looking statements,” including with respect to the potential conversion of the promissory note by the Sponsor into additional private placement units. No assurance can be given that the transactions discussed above will be completed on the terms described, or at all. Forward-looking statements are subject to numerous conditions, many of which are beyond the control of the Company.

Investor Contact:

Christopher Clower, Welsbach Technology Metals Acquisition Corp.
[email protected]

DENVER, Aug. 01, 2023 (GLOBE NEWSWIRE) — Inspirato Incorporated (NASDAQ: ISPO) (the “Company”), the innovative luxury travel subscription brand, today announced plans to release its second quarter 2023 financial and operating results after market close on Tuesday, August 8.  

The Company will host a conference call on Wednesday, August 9 to discuss the results. To listen to the audio webcast and Q&A, please visit the Inspirato Investor Relations website at https://investor.inspirato.com or use the webcast link below. An audio replay of the webcast will be available on the Inspirato Investor Relations website shortly after the call.

Conference Call and Webcast:

Date/Time: Wednesday, August 9, 2023 at 11:00 a.m. ET
Webcast: https://edge.media-server.com/mmc/p/oht85g7v

About Inspirato

Inspirato (NASDAQ: ISPO) is a luxury travel subscription company that provides exclusive access to a managed and controlled portfolio of curated vacation options, delivered through an innovative model designed to ensure the service, certainty, and value that discerning customers demand. The Inspirato portfolio includes branded luxury vacation homes, accommodations at five-star hotel and resort partners, and custom travel experiences. For more information, visit www.inspirato.com and follow @inspirato on Instagram, Facebook, Twitter, and LinkedIn.  

Inspirato Contacts

Investor Relations:
[email protected]

Media Relations:
[email protected]

• 
  First quarter revenue growth of 11% as reported and constant currency organic
  
  
• 
  As reported diluted earnings per share increased to $
  
  
  1.
  
  
  2
  
  
  5
  
  
  ; adjusted
  
  
  earnings increased to
  
  
  $2.0
  
  
  0
  
• 
  Fiscal 2024 outlook
  
  
  updated to reflect acquisition of BD surgical instrumentation
  
  
  assets
  

DUBLIN, IRELAND, Aug. 01, 2023 (GLOBE NEWSWIRE) —  STERIS plc (NYSE: STE) (“STERIS” or the “Company”) today announced financial results for its fiscal 2024 first quarter ended June 30, 2023. Revenue as reported for the quarter increased 11% to $1.28 billion compared with $1.16 billion in the first quarter of fiscal 2023. Constant currency organic revenue (see Non-GAAP Financial Measures) also increased 11% for the first quarter of fiscal 2024 as compared to the first quarter of fiscal 2023.  

“We are pleased to start the year with strong performance,” said Dan Carestio, President and Chief Executive Officer of STERIS. “Our first quarter results benefited from continued improvement in procedure volumes and supply chain challenges easing. In addition to those factors, our ability to reduce lead times for Healthcare capital equipment drove our outperformance in the quarter.”

First
Quarter
Operating
and Segment
Results

As reported, net income for the first quarter was $123.6 million or $1.25 per share, compared with net income of $111.3 million or $1.10 per diluted share in the first quarter of fiscal 2023. Adjusted net income (see Non-GAAP Financial Measures) for the first quarter of fiscal 2024 was $198.2 million or $2.00 per diluted share, compared with the previous year’s first quarter of $191.1 million or $1.90 per diluted share.  

Healthcare revenue as reported grew 17% in the quarter to $818.9 million compared with $698.5 million in the first quarter of fiscal 2023. This performance reflected a 33% improvement in capital equipment revenue, an 11% increase in consumable revenue and a 12% increase in service revenue. Constant currency organic revenue increased 18% for the quarter compared with the prior year quarter. Healthcare operating income was $198.2 million compared with $156.5 million in last year’s first quarter. This improvement was primarily attributable to the increase in volume along with favorable pricing and mix.

Fiscal 2024 first quarter revenue for Applied Sterilization Technologies (AST) increased 6% as reported to $233.1 million compared with $220.9 million in the same period last year. Revenue growth was limited by Customer inventory management and the continued reduction in demand from bioprocessing Customers.   Constant currency organic revenue in the quarter increased 5%. Segment operating income was $109.6 million in the first quarter of fiscal 2024, somewhat limited by higher labor and energy costs, compared with operating income of $109.3 million in the same period last year.

Life Sciences first quarter revenue as reported decreased 1% to $131.4 million compared with $132.2 million in the first quarter of fiscal 2023. This performance reflected a 4% increase in consumable revenue and a 20% increase in service revenue, offset by a 23% decline in capital equipment revenue as compared with a strong first quarter last year. Constant currency organic revenue declined 1% in the quarter compared with the prior year quarter. Reflecting the decline in volume and increased costs, operating income decreased to $50.0 million in the first quarter of fiscal 2024 compared with $55.3 million in the prior year’s first quarter.

Dental first quarter revenue as reported declined 4% to $101.2 million compared with $104.8 million in the first quarter of fiscal 2023. Constant currency organic revenue declined 4% in the quarter compared with the prior year quarter. Operating income improved to $22.0 million in the first quarter of fiscal 2024 compared with $19.6 million in the prior year’s first quarter. This increase was primarily due to favorable pricing and improved operating efficiencies.

Cash Flow

Net cash provided by operations for the first quarter of fiscal 2024 was $281.1 million, compared with $231.7 million in the same period during fiscal 2023. Free cash flow (see Non-GAAP Financial Measures) for the first quarter of fiscal 2024 was $214.5 million compared with $117.1 million in the prior year period. The increase in free cash flow during the quarter was primarily driven by the timing of capital spending and improved accounts receivable.

Fiscal 2024 Outlook
– Updating for Acquisition

As announced on June 20, STERIS signed a definitive agreement to purchase the surgical instrumentation, laparoscopic instrumentation and sterilization container assets from BD (Becton, Dickinson and Company) (NYSE:BDX) for $540 million (“the Transaction”). All applicable antitrust waiting periods for the Transaction have expired and STERIS now anticipates that the Transaction will close in early August. The Company is updating fiscal 2024 outlook to reflect the Transaction.

For fiscal 2024, the company now expects as reported revenue to increase 9-10%, an increase from previous expectations of 7-8%, solely reflecting the Transaction. Expectations for constant currency organic revenue growth are unchanged at 6-7%. Adjusted earnings per diluted share are anticipated to be in the range of $8.60 to $8.80, increased from prior expectations of $8.55 to $8.75, reflecting $0.05 contribution from the acquired assets. Free cash flow for fiscal 2024 is now anticipated to be $685 million, a decrease from prior expectations of $700 million, reflecting working capital funding requirements for the Transaction.

Conference Call

As previously announced, STERIS management will host a conference call tomorrow, August 2, 2023 at 9:00 a.m. ET. The conference call can be heard at www.steris-ir.com or via phone by dialing 1-833-535-2199 in the United States or 1-412-902-6776 internationally, then asking to join the conference call for STERIS plc.

For those unable to listen to the conference call live, a replay will be available beginning at 12:00 p.m. ET tomorrow either at www.steris-ir.com or via phone. To access the replay of the call, please use the access code 7025742 and dial 1-877-344-7529 in the United States or 1-412-317-0088 internationally.

About STERIS

STERIS is a leading global provider of products and services that support patient care with an emphasis on infection prevention. WE HELP OUR CUSTOMERS CREATE A HEALTHIER AND SAFER WORLD by providing innovative healthcare, life sciences and dental products and services.   For more information, visit www.steris.com.

Company
Contact:

Julie Winter, Vice President, Investor Relations and Corporate Communications
[email protected]

Non-GAAP Financial Measures

Adjusted net income, adjusted income from operations, free cash flow and constant currency organic revenue are non-GAAP measures that may be used from time to time and should not be considered replacements for GAAP results. Non-GAAP financial measures are presented in this release with the intent of providing greater transparency to supplemental financial information used by management and the Board of Directors in their financial analysis and operational decision making. These amounts are disclosed so that the reader has the same financial data that management uses with the belief that it will assist investors and other readers in making comparisons to our historical operating results and analyzing the underlying performance of our operations for the periods presented. The Company believes that the presentation of these non-GAAP financial measures, when considered along with our GAAP financial measures, provides a more complete understanding of the factors and trends affecting our business than could be obtained absent this disclosure.

Adjusted net income and adjusted income from operations exclude the amortization of intangible assets acquired in business combinations, acquisition and divestiture related transaction costs, integration costs related to acquisitions, tax restructuring costs, and certain other unusual or non-recurring items. STERIS believes this measure is useful because it excludes items that may not be indicative of or are unrelated to our core operating results and provides a baseline for analyzing trends in our underlying businesses.

The Company defines free cash flow as cash flows from operating activities less purchases of property, plant, equipment and intangibles, plus proceeds from the sale of property, plant, equipment, and intangibles. STERIS believes that free cash flow is a useful measure of the Company’s ability to fund future principal debt repayments and growth outside of core operations, pay cash dividends, and repurchase ordinary shares.

To measure the percentage organic revenue growth, the Company removes the impact of significant acquisitions and divestitures that affect the comparability and trends in revenue. To measure the percentage constant currency organic revenue growth, the impact of changes in currency exchange rates and acquisitions and divestitures that affect the comparability and trends in revenue are removed. The impact of changes in currency exchange rates is calculated by translating current year results at prior year average currency exchange rates.

Because non-GAAP financial measures are not standardized, it may not be possible to compare these financial measures with other companies’ non-GAAP financial measures having the same or similar names. These adjusted financial measures should not be considered in isolation or as a substitute for reported sales, gross profit, operating income, net earnings and net earnings per diluted share, the most directly comparable GAAP financial measures. These non-GAAP financial measures are an additional way of viewing aspects of the Company’s operations that, when viewed with GAAP results and the reconciliations to corresponding GAAP financial measures below, provide a more complete understanding of the business. The Company strongly encourages investors and shareholders to review its financial statements and publicly-filed reports in their entirety and not to rely on any single financial measure.

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION

This release and the referenced conference call may contain statements concerning certain trends, expectations, forecasts, estimates, or other forward-looking information affecting or relating to STERIS or its industry, products or activities that are intended to qualify for the protections afforded “forward-looking statements” under the Private Securities Litigation Reform Act of 1995 and other laws and regulations. Forward-looking statements speak only as to the date the statement is made and may be identified by the use of forward-looking terms such as “may,” “will,” “expects,” “believes,” “anticipates,” “plans,” “estimates,” “projects,” “targets,” “forecasts,” “outlook,” “impact,” “potential,” “confidence,” “improve,” “optimistic,” “deliver,” “orders,” “backlog,” “comfortable,” “trend”, and “seeks,” or the negative of such terms or other variations on such terms or comparable terminology. Many important factors could cause actual results to differ materially from those in the forward-looking statements including, without limitation, disruption of production or supplies, changes in market conditions, political events, pending or future claims or litigation, competitive factors, technology advances, actions of regulatory agencies, and changes in laws, government regulations, labeling or product approvals or the application or interpretation thereof. Other risk factors are described in STERIS’s other securities filings, including Item 1A of our Annual Report on Form 10-K for the year ended March 31, 2023. Many of these important factors are outside of STERIS’s control. No assurances can be provided as to any result or the timing of any outcome regarding matters described in STERIS’s securities filings or otherwise with respect to any regulatory action, administrative proceedings, government investigations, litigation, warning letters, cost reductions, business strategies, earnings or revenue trends or future financial results. References to products are summaries only and should not be considered the specific terms of the product clearance or literature. Unless legally required, STERIS does not undertake to update or revise any forward-looking statements even if events make clear that any projected results, express or implied, will not be realized. Other potential risks and uncertainties that could cause actual results to differ materially from those in the forward-looking statements include, without limitation, (a) the impact of the COVID-19 pandemic or similar public health crises on STERIS’s operations, supply chain, material and labor costs, performance, results, prospects, or value, (b) STERIS’s ability to achieve the expected benefits regarding the accounting and tax treatments of the redomiciliation to Ireland (“Redomiciliation”), (c) operating costs, Customer loss and business disruption (including, without limitation, difficulties in maintaining relationships with employees, Customers, clients or suppliers) being greater than expected, (d) STERIS’s ability to successfully integrate the businesses of Cantel Medical into our existing businesses, including unknown or inestimable liabilities, impairments, or increases in expected integration costs or difficulties in connection with the integration of Cantel Medical, (e) uncertainties related to tax treatments under the TCJA and the IRA, (f) the possibility that Pillar Two Model Rules could increase tax uncertainty and adversely impact STERIS’s provision for income taxes and effective tax rate and subject STERIS to additional income tax in jurisdictions who adopt Pillar Two Model Rules, (g) STERIS’s ability to continue to qualify for benefits under certain income tax treaties in light of ratification of more strict income tax treaty rules (through the MLI) in many jurisdictions where STERIS has operations, (h) changes in tax laws or interpretations that could increase our consolidated tax liabilities, including changes in tax laws that would result in STERIS being treated as a domestic corporation for United States federal tax purposes, (i) the potential for increased pressure on pricing or costs that leads to erosion of profit margins, including as a result of inflation, (j) the possibility that market demand will not develop for new technologies, products or applications or services, or business initiatives will take longer, cost more or produce lower benefits than anticipated, (k) the possibility that application of or compliance with laws, court rulings, certifications, regulations, or regulatory actions, including without limitation any of the same relating to FDA, EPA or other regulatory authorities, government investigations, the outcome of any pending or threatened FDA, EPA or other regulatory warning notices, actions, requests, inspections or submissions, the outcome of any pending or threatened litigation brought by private parties, or other requirements or standards may delay, limit or prevent new product or service introductions, affect the production, supply and/or marketing of existing products or services, result in costs to STERIS that may not be covered by insurance, or otherwise affect STERIS’s performance, results, prospects or value, (l) the potential of international unrest, including the Russia-Ukraine military conflict, economic downturn or effects of currencies, tax assessments, tariffs and/or other trade barriers, adjustments or anticipated rates, raw material costs or availability, benefit or retirement plan costs, or other regulatory compliance costs, (m) the possibility of reduced demand, or reductions in the rate of growth in demand, for STERIS’s products and services, (n) the possibility of delays in receipt of orders, order cancellations, or delays in the manufacture or shipment of ordered products, due to supply chain issues or otherwise, or in the provision of services, (o) the possibility that anticipated growth, cost savings, new product acceptance, performance or approvals, or other results may not be achieved, or that transition, labor, competition, timing, execution, impairments, regulatory, governmental, or other issues or risks associated with STERIS’s businesses, industry or initiatives including, without limitation, those matters described in STERIS’s various securities filings, may adversely impact STERIS’s performance, results, prospects or value, (p) the impact on STERIS and its operations, or tax liabilities, of Brexit or the exit of other member countries from the EU, and the Company’s ability to respond to such impacts, (q) the impact on STERIS and its operations of any legislation, regulations or orders, including but not limited to any new trade or tax legislation (including CAMT and excise tax on stock buybacks), regulations or orders, that may be implemented by the U.S. administration or Congress, or of any responses thereto, (r) the possibility that anticipated financial results or benefits of recent acquisitions, including the acquisition of Cantel Medical and Key Surgical, or of STERIS’s restructuring efforts, or of recent divestitures, including anticipated revenue, productivity improvement, cost savings, growth synergies and other anticipated benefits, will not be realized or will be other than anticipated, (s) the increased level of STERIS’s indebtedness incurred in connection with the acquisition of Cantel Medical limiting financial flexibility or increasing future borrowing costs, (t) rating agency actions or other occurrences that could affect STERIS’s existing debt or future ability to borrow funds at rates favorable to STERIS or at all, (u) the effects of changes in credit availability and pricing, as well as the ability of STERIS’s Customers and suppliers to adequately access the credit markets, on favorable terms or at all, when needed, and (v) STERIS’s ability to complete any announced transactions, including the fulfillment of related closing conditions.

Attachment

• STERIS Q1FY24 Financial tables 8.1.23