Category: GlobeNewswire

  • MIL-OSI: Alpine Credits Ltd. Expands Philanthropic Efforts with $200,000 Initiative for Local Charities

    Source: GlobeNewswire (MIL-OSI)

    SURREY, British Columbia, Nov. 04, 2024 (GLOBE NEWSWIRE) — Alpine Credits Ltd., a leader in alternative home equity financing, is proud to announce its 2024 philanthropy initiative, committing up to $200,000 to charitable organizations through parent company Amur Financial Group.

    This initiative underscores the company’s dedication to making a meaningful impact in local communities across B.C.

    In its continuous effort to support those in need, Alpine Credits has chosen to collaborate with Mom2Mom Vancouver this year. This organization bridges the gap for mothers and children facing economic hardships by providing essential resources and fostering vital connections.

    “We pride ourselves on trying to make a difference in the lives of individuals and families within our community,” said the VP of Sales for Alpine Credits. “Our employees are passionate about giving back, and this initiative allows us to support causes that matter to them while helping organizations like Mom2Mom fulfill their mission.”

    The partnership with Mom2Mom Vancouver holds special significance, reflecting Alpine Credits’ commitment to social responsibility and enhancing community well-being. By assisting in the provision of essential resources, Alpine Credits aims to improve the lives of vulnerable families and ensure they receive the support needed during challenging times.

    Alpine Credits has a long-standing tradition of philanthropy, having previously raised over $80,000 for various organizations, including the Children’s Wish Foundation and Family Services of Greater Vancouver.

    In addition to Mom2Mom, Amur Financial Group, Alpine Credits’ parent company, is supporting three other charities that were selected by different teams across the organization.

    Since its inception in 1969, Alpine Credits has facilitated over $5 billion in home equity financing, establishing itself as Canada’s leading alternative lender.

    By unlocking the value of their homes, Canadians can meet financial obligations, fund renovations, and invest in new home repair projects.

    About Alpine Credits

    Alpine Credits is a leading provider of home equity financing solutions in Canada. With over 50 years of experience, the company focuses on providing quick support and flexible lending products, helping Canadians unlock the value of their homes.

    For more information, please visit Alpine Credits.

    A photo accompanying this announcement is available at https://www.globenewswire.com/NewsRoom/AttachmentNg/f0d483ff-6574-4cca-8093-219fa05a4970

    The MIL Network

  • MIL-OSI: Bitget Expands GameFi Offerings with Legend of Arcadia (ARCA) Listing and Airdrop Events

    Source: GlobeNewswire (MIL-OSI)

    VICTORIA, Seychelles, Nov. 04, 2024 (GLOBE NEWSWIRE) — Bitget, the leading cryptocurrency exchange and Web3 company has listed Legend of Arcadia (ARCA) in its Innovation and GameFi Zone, offering users an opportunity to participate in ARCA-related activities and share a pool of 2,375,000 ARCA tokens. As a unique addition to the gaming ecosystem, Legend of Arcadia brings an engaging blend of casual gameplay with blockchain-driven rewards, attracting both traditional gamers and Web3 enthusiasts alike. The listing marks a significant expansion in Bitget’s GameFi offerings, inviting users to explore new avenues in the evolving digital economy.

    ARCA token’s deposits, withdrawals and trading are currently open. This listing introduces a new asset to Bitget’s platform and provides an interactive way for users to earn ARCA through a series of airdrop activities. By locking ETH on PoolX, participants can secure a portion of 1,500,000 ARCA tokens. The allocation formula ensures a fair distribution based on each participant’s locked ETH proportion within the pool, fostering a competitive yet equitable system for acquiring tokens.

    Another airdrop opportunity awaits through the CandyBomb promotion, where users can gain access to 875,000 ARCA tokens by engaging in ARCA spot and futures trading. This initiative incentivizes both new spot and futures users, with 437,500 ARCA tokens reserved for each trading category. Participation is streamlined through the CandyBomb page, where users simply need to join the activity to start accumulating rewards based on their net deposits and trading volumes, enhancing user engagement with the ARCA ecosystem.
    Legend of Arcadia offers a captivating gameplay experience by merging traditional gaming elements with blockchain-based incentives, presenting a novel approach to the gaming sector. Set in a multi-chain universe, Legend of Arcadia is both free-to-play and play-to-earn, allowing players to immerse themselves in a strategic, card-based environment where they can earn rewards through staking, battling, and mining. The game introduces users to the whimsical world of “toy heroes,” collectible NFT characters that are central to the gameplay. With eight classes and six factions of these toy-like characters, players can build diverse teams, compete strategically, and earn in-game assets, creating a dynamic ecosystem that merges the entertainment of gaming with the financial opportunities of Web3.

    As Bitget continues to broaden its GameFi portfolio, the listing of ARCA shows the platform’s dedication to fostering accessible, rewarding digital experiences for its global user base. With an extensive selection of over 800 cryptocurrency pairs and a commitment to broaden its offerings to more than 900 trading pairs, Bitget connects users to various ecosystems, including Bitcoin, Ethereum, Solana, Base, and TON. The addition of ARCA into Bitget’s portfolio marks a significant step toward expanding its ecosystem, allowing users to access new opportunities in the evolving DeFi landscape.

    For more information on ARCA tokens listing on Bitget, please visit here.

    About Bitget

    Established in 2018, Bitget is the world’s leading cryptocurrency exchange and Web3 company. Serving over 45 million users in 150+ countries and regions, the Bitget exchange is committed to helping users trade smarter with its pioneering copy trading feature and other trading solutions, while offering real-time access to Bitcoin price, Ethereum price, and other cryptocurrency prices. Formerly known as BitKeep, Bitget Wallet is a world-class multi-chain crypto wallet that offers an array of comprehensive Web3 solutions and features including wallet functionality, token swap, NFT Marketplace, DApp browser, and more.

    Bitget is at the forefront of driving crypto adoption through strategic partnerships, such as its role as the Official Crypto Partner of the World’s Top Football League, LALIGA, in EASTERN, SEA and LATAM market, as well as a global partner of Turkish National athletes Buse Tosun Çavuşoğlu (Wrestling world champion), Samet Gümüş (Boxing gold medalist) and İlkin Aydın (Volleyball national team), to inspire the global community to embrace the future of cryptocurrency.

    For more information, visit: Website | Twitter | Telegram | LinkedIn | Discord | Bitget Wallet

    For media inquiries, please contact: media@bitget.com

    Risk Warning: Digital asset prices may fluctuate and experience price volatility. Only invest what you can afford to lose. The value of your investment may be impacted and it is possible that you may not achieve your financial goals or be able to recover your principal investment. You should always seek independent financial advice and consider your own financial experience and financial standing. Past performance is not a reliable measure of future performance. Bitget shall not be liable for any losses you may incur. Nothing here shall be construed as financial advice.

    A photo accompanying this announcement is available at https://www.globenewswire.com/NewsRoom/AttachmentNg/929aede6-1e17-4464-99b7-d407fcf59b31

    The MIL Network

  • MIL-OSI: EXL to Participate in J.P. Morgan 2024 Ultimate Services Investor Conference

    Source: GlobeNewswire (MIL-OSI)

    NEW YORK, Nov. 04, 2024 (GLOBE NEWSWIRE) — ExlService Holdings, Inc. (NASDAQ: EXLS), a leading data analytics and digital operations and solutions company, today announced that Maurizio Nicolelli, executive vice president and chief financial officer, will participate in the J.P. Morgan 2024 Ultimate Services Investor Conference in New York. A simultaneous webcast will take place on Thursday, Nov. 14.

    J.P. Morgan Ultimate Services Investor Conference
    Presenter: Maurizio Nicolelli, CFO
    Date: Thursday, Nov. 14, 2024
    Time: 1:10 PM (Eastern)
    Location: New York, NY

    A link to the webcast is available in the Investor Relations section of EXL’s website at ir.exlservice.com. A replay will be available for approximately 30 days on the company’s website.

    About ExlService Holdings, Inc.
    EXL (Nasdaq: EXLS) is a leading data analytics and digital operations and solutions company. We partner with clients using a data and AI-led approach to reinvent business models, drive better business outcomes and unlock growth with speed. EXL harnesses the power of data, analytics, AI, and deep industry knowledge to transform operations for the world’s leading corporations in industries including insurance, healthcare, banking and financial services, media and retail, among others. EXL was founded in 1999 with the core values of innovation, collaboration, excellence, integrity and respect. We are headquartered in New York and have more than 57,000 employees spanning six continents. For more information, visit www.exlservice.com.

    Contacts:

    Investor Relations
    John Kristoff
    Vice President, Investor Relations
    +1 212 209 4613
    ir@exlservice.com

    Media – US
    Keith Little
    Assistant Vice President, Media Relations
    +1 703 598 0980
    media.relations@exlservice.com

    The MIL Network

  • MIL-OSI: Mountain America Foundation Launches Public Voting for GivingTuesday

    Source: GlobeNewswire (MIL-OSI)

    A Media Snippet accompanying this announcement is available by clicking on this link.

    SANDY, Utah, Nov. 04, 2024 (GLOBE NEWSWIRE) — Mountain America Credit Union announces the launch of its 2024 GivingTuesday initiative, aimed at providing essential support to nonprofits across its six-state footprint. This year, the initiative will donate a total of $28,000 to various nonprofits.

    Voting for the initiative began on Nov. 4 and will continue through Nov. 22, giving the community a chance to actively participate in deciding which local nonprofits will receive the donations. Both Mountain America members and nonmembers are encouraged to vote for their preferred nonprofit by scanning a QR code at their nearest branch location or by visiting Mountain America’s GivingTuesday page.

    “Join us in making a difference this GivingTuesday by casting your vote and supporting the nonprofits making a positive impact in our communities,” said Suzanne Oliver, executive director of the Mountain America Foundation. “We are excited to see which organizations will receive the $28,000 based on your votes. Together, we can create a brighter future for those in need.”

    At the conclusion of the voting period, all votes will be tallied, and the nonprofit organizations with the highest number of votes in each area will be declared the winners. These grants will be awarded on GivingTuesday, which falls on Dec. 3.

    GivingTuesday, created in 2012, aims to encourage people to spread goodwill throughout their communities. Over the past 12 years, it has grown into a global movement, inspiring millions to be generous in their giving, collaboration, and celebration of generosity year-round.

    The Mountain America Foundation, along with the credit union and its team members, remains committed to serving the community. The Foundation seeks to partner with organizations that make a significant impact in the communities served by the credit union.

    “Mountain America has shown an unwavering commitment to helping our members define and achieve their financial dreams for nearly 90 years,” said Sharlene Wells, senior vice president of public relations and organizational communications at Mountain America. “Our Foundation is guided by the principle of ‘people helping people’ within the communities our members call home. Supporting the Foundation’s local giving efforts continues to be a cornerstone of our mission.”

    For more information about the Mountain America Foundation’s GivingTuesday initiative, please visit https://www.macu.com/foundation.

    To learn more about Mountain America’s community involvement, visit macu.com/newsroom.

    About Mountain America Credit Union
    With more than 1 million members and $20 billion in assets, Mountain America Credit Union helps its members define and achieve their financial dreams. Mountain America provides consumers and businesses with a variety of convenient, flexible products and services, as well as sound, timely advice. Members enjoy access to secure, cutting-edge mobile banking technology, over 100 branches across six states, and more than 50,000 surcharge-free ATMs. Mountain America—guiding you forward. Learn more at macu.com.

    The MIL Network

  • MIL-OSI: Digital Media Solutions, Inc. Receives Court Approval for Asset Sales

    Source: GlobeNewswire (MIL-OSI)

    CLEARWATER, Fla., Nov. 04, 2024 (GLOBE NEWSWIRE) — Digital Media Solutions, Inc., (“DMS” or the “Company”), a leading provider of technology-enabled digital performance advertising solutions connecting consumers and advertisers, today announced that, following a competitive auction process, the U.S. Bankruptcy Court for the Southern District of Texas (the “Court”) has approved the sale of substantially all of the assets of the Company’s core business to its existing lenders, including a consortium of leading financial institutions. The Court also approved the sale of the Company’s ClickDealer subsidiaries to iMonMedia, a leading global performance marketing company.

    “We are pleased to have received the Court’s approval of these value-maximizing transactions, which pave the way for us to complete the court-supervised sale process and execute our ownership transition,” said Joe Marinucci, Co-Founder and CEO of DMS. “With a stronger financial foundation and new owners who share our conviction in our go-forward prospects, our core business is well positioned to continue its growth trajectory and capitalize on the significant opportunities we see ahead. We are also glad to have found a new home for our ClickDealer business and the team that supports it with iMonMedia, a leading player in the digital marketing and advertising space who will take ClickDealer to new heights.”

    Marinucci continued, “The progress we have made in this process is a true testament to the hard work and dedication of our employees, and I thank them all for their unwavering commitment to DMS. We look forward to closing the transactions in the coming weeks and continuing to innovate and serve our loyal clients.”

    The transactions are expected to close in the fourth quarter of 2024. DMS is continuing to operate in the ordinary course across its businesses, including its ClickDealer subsidiaries, providing innovative solutions, vertical expertise and outstanding support to its clients and vendors.

    Additional Information

    Additional information is available at AdvancingDMS.com. Court filings and other information related to the sale process are available on a separate website administered by the Company’s claims agent, Omni Agent Solutions, at https://omniagentsolutions.com/DMS; by calling Omni representatives toll-free at (866) 680-8083, or (818) 574-6886 for calls originating outside of the U.S. or Canada; or by emailing DMS@OmniAgnt.com.

    Advisors

    Kirkland & Ellis LLP and Porter Hedges LLP are serving as legal counsel to DMS, Portage Point Partners is serving as restructuring advisor and Houlihan Lokey Capital, Inc. is serving as investment banker.

    About DMS

    Digital Media Solutions, Inc. (DMS) drives better business results by connecting high-intent consumers with advertisers across our core verticals; Insurance (auto, home, health), Education and Consumer/E-Commerce. Our innovative solutions help consumers shop and save, while helping our advertisers achieve above average return on ad spend. Learn more at https://digitalmediasolutions.com.

    Forward-Looking Statements

    This press release contains certain forward-looking statements with respect to the financial condition, results of operations and business of the Company and its subsidiaries and certain plans and objectives with respect thereto. These forward-looking statements can be identified by the fact that they do not relate only to historical or current facts. Forward-looking statements often use words such as “initiate,” “anticipate,” “target,” “expect,” “enable,” “estimate,” “intend,” “plan,” “goal,” “believe,” “hope,” “aims,” “continue,” “will,” “may,” “should,” “would,” “could” or other words of similar meaning. These statements are based on assumptions and assessments made by the Company and its perception of historical trends, current conditions, future developments and other factors. By their nature, forward-looking statements involve risk and uncertainty, because they relate to events and depend on circumstances that will occur in the future and the factors described in the context of such forward-looking statements in this press release could cause actual results and developments to differ materially from those expressed in or implied by such forward-looking statements, including related to any sale process and the Chapter 11 process. Although it is believed that the expectations reflected in such forward-looking statements are reasonable, no assurance can be given that such expectations will prove to have been correct and you are therefore cautioned not to place undue reliance on these forward-looking statements which speak only as at the date of this press release. The Company does not assume any obligation to update or correct the information contained in this press release (whether as a result of new information, future events or otherwise), except as may be required by applicable law.

    There are several factors which could cause actual results to differ materially from those expressed or implied in forward-looking statements. Among the factors that could cause actual results to differ materially from those described in the forward-looking statements are changes in the global, political, economic, business, competitive, market, supply chain and regulatory forces, future exchange and interest rates, changes in tax rates and any future business combinations or dispositions, our ability to negotiate and confirm a sale of substantially all of our assets under Section 363 of the Bankruptcy Code (or any other plan of reorganization), uncertainties and costs related to the completion of any sale process (implemented through the Chapter 11 process) and the Chapter 11 process more generally, including, among others, potential adverse effects of the Chapter 11 process on the Company’s liquidity and results of operations, including with respect to its relationships with its customers, vendors and partners, suppliers and other third parties; employee attrition and the Company’s ability to retain senior management and other key personnel due to the distractions and uncertainties inherent in the Chapter 11 process; the impact of any cost reduction initiatives; any other legal or regulatory proceedings; the Company’s ability to obtain operating capital, including complying with the restrictions imposed by the terms and conditions of any debtor-in-possession financing, such as the financing mentioned herein; the length of time that the Company will operate under Chapter 11 protection; the timing of any emergence from the Chapter 11 process; and the risk that any plan of reorganization resulting therefrom may not be confirmed or implemented at all. Please see the plan of reorganization and related disclosure statement (as may be amended, modified or supplemented) that may be filed with the Court for additional considerations and risk factors associated with the Company’s Chapter 11 process.

    Nothing in this press release is intended as a profit forecast or estimate for any period and no statement in this press release should be interpreted to mean that the financial performance for the Company, including after the completion of any sale process, for the current or future financial years would necessarily match or exceed its historical results.

    Further, this press release is not intended to and does not constitute and should not be construed as, considered a part of, or relied on in connection with any information or offering memorandum, security purchase agreement, or offer, invitation or recommendation to underwrite, buy, subscribe for, otherwise acquire, or sell any securities or other financial instruments or interests or any other transaction.

    Contacts

    Investor Relations
    investors@dmsgroup.com

    Media
    Aaron Palash / Aura Reinhard / Maeve Barbour / Jenna Shinderman
    Joele Frank Wilkinson Brimmer Katcher
    212-355-4449

    The MIL Network

  • MIL-OSI: Nokia Corporation: Repurchase of own shares on 04.11.2024

    Source: GlobeNewswire (MIL-OSI)

    Nokia Corporation
    Stock Exchange Release
    4 November 2024 at 22:30 EET

    Nokia Corporation: Repurchase of own shares on 04.11.2024

    Espoo, Finland – On 4 November 2024 Nokia Corporation (LEI: 549300A0JPRWG1KI7U06) has acquired its own shares (ISIN FI0009000681) as follows:

    Trading venue (MIC Code) Number of shares Weighted average price / share, EUR*
    XHEL 1,657,264 4.35
    CEUX 300,000 4.35
    BATE
    AQEU
    TQEX
    Total 1,957,264 4.35

    * Rounded to two decimals

    On 25 January 2024, Nokia announced that its Board of Directors is initiating a share buyback program to return up to EUR 600 million of cash to shareholders in tranches over a period of two years. The first phase of the share buyback program started on 20 March 2024. On 19 July 2024, Nokia decided to accelerate the share buybacks by increasing the number of shares to be repurchased during the year 2024. The post-increase repurchases in compliance with the Market Abuse Regulation (EU) 596/2014 (MAR), the Commission Delegated Regulation (EU) 2016/1052 and under the authorization granted by Nokia’s Annual General Meeting on 3 April 2024 started on 22 July 2024 and end by 31 December 2024 with a maximum aggregate purchase price of EUR 600 million for all purchases during 2024.

    Total cost of transactions executed on 4 November 2024 was EUR 8,521,536. After the disclosed transactions, Nokia Corporation holds 182,796,988 treasury shares.

    Details of transactions are included as an appendix to this announcement.

    On behalf of Nokia Corporation

    BofA Securities Europe SA

    About Nokia
    At Nokia, we create technology that helps the world act together.

    As a B2B technology innovation leader, we are pioneering networks that sense, think and act by leveraging our work across mobile, fixed and cloud networks. In addition, we create value with intellectual property and long-term research, led by the award-winning Nokia Bell Labs.

    Service providers, enterprises and partners worldwide trust Nokia to deliver secure, reliable and sustainable networks today – and work with us to create the digital services and applications of the future.

    Inquiries:

    Nokia Communications
    Phone: +358 10 448 4900
    Email: press.services@nokia.com
    Maria Vaismaa, Global Head of External Communications

    Nokia Investor Relations
    Phone: +358 40 803 4080
    Email: investor.relations@nokia.com

    Attachment

    The MIL Network

  • MIL-OSI: Premium Income Corporation Announces Monthly Distribution

    Source: GlobeNewswire (MIL-OSI)

    TORONTO, Nov. 04, 2024 (GLOBE NEWSWIRE) — (TSX: PIC.A; PIC.PR.A) Premium Income Corporation has declared monthly distributions payable on November 29, 2024 to shareholders of record on November 15, 2024 in the following amounts per share:

    Share Class Ticker Amount Per Share
    Class A Shares PIC.A $0.08000
    Preferred Shares PIC.PR.A $0.10625
         

    To the extent that any portion of the distributions are ordinary taxable dividends and not capital gains dividends, they will be eligible dividends.

    For further information, please contact Investor Relations at 416.681.3966, toll free at 1.800.725.7172, email at info@mulvihill.com or visit www.mulvihill.com.

    John Germain, Senior Vice-President & CFO Mulvihill Capital Management Inc.
    121 King Street West
    Suite 2600
    Toronto, Ontario, M5H 3T9
       

    Commissions, trailing commissions, management fees and expenses all may be associated with investment funds. Please read the prospectus before investing. Investment funds are not guaranteed, their values change frequently and past performance may not be repeated.

    The MIL Network

  • MIL-OSI: Viper Energy, Inc., a Subsidiary of Diamondback Energy, Inc., Reports Third Quarter 2024 Financial and Operating Results

    Source: GlobeNewswire (MIL-OSI)

    MIDLAND, Texas, Nov. 04, 2024 (GLOBE NEWSWIRE) — Viper Energy, Inc., (NASDAQ:VNOM) (“Viper” or the “Company”), a subsidiary of Diamondback Energy, Inc. (NASDAQ:FANG) (“Diamondback”), today announced financial and operating results for the third quarter ended September 30, 2024.

    THIRD QUARTER HIGHLIGHTS

    • Q3 2024 average production of 26,978 bo/d (49,370 boe/d), an increase of 2.4% from Q2 2024
    • Q3 2024 consolidated net income (including non-controlling interest) of $109.0 million; net income attributable to Viper Energy, Inc. of $48.9 million, or $0.52 per common share
    • Q3 2024 cash available for distribution to Viper’s common shares (as defined and reconciled below) of $75.4 million, or $0.73 per Class A common share
    • Declared Q3 2024 base cash dividend of $0.30 per Class A common share; implies a 2.3% annualized yield based on the November 1, 2024, share closing price of $52.16
    • Q3 2024 variable cash dividend of $0.31 per Class A common share; total base-plus-variable dividend of $0.61 per Class A common share implies a 4.7% annualized yield based on the November 1, 2024, share closing price of $52.16
    • Total Q3 2024 return of capital of $62.4 million, or $0.61 per Class A common share, represents 83% of cash available for distribution
    • 330 total gross (6.8 net 100% royalty interest) horizontal wells turned to production on Viper’s acreage during Q3 2024 with an average lateral length of 11,866 feet
    • As previously announced, closed acquisition of certain mineral and royalty interest-owning subsidiaries of Tumbleweed-Q Royalty Partners, LLC and MC Tumbleweed Royalty, LLC on September 3, 2024; closed acquisition of subsidiaries of Tumbleweed Royalty IV, LLC on October 1, 2024 (the “TWR IV acquisition” and collectively with the other Tumbleweed acquisitions, the “Tumbleweed Acquisitions”)
    • Initiating average daily production guidance for Q4 2024 of 29,250 to 29,750 bo/d (52,500 to 53,000 boe/d)
    • Increasing full year 2024 average daily production guidance to 27,000 to 27,250 bo/d (48,750 to 49,250 boe/d)

    “The third quarter marked a continuation of Viper delivering on its differentiated strategy and value proposition, and was highlighted by both continued organic production growth on our legacy asset base and the closing of the Tumbleweed Acquisitions. As we prepare to head into 2025, we look forward to further delivering on our strategy of consolidating high quality mineral and royalty assets through a disciplined and focused approach,” stated Travis Stice, Chief Executive Officer of Viper.

    Mr. Stice continued, “Looking specifically at current operations, activity remains strong across our acreage position as represented by the substantial amount of work-in-progress and line-of-sight wells, and we continue to benefit from Diamondback’s large scale development of our high concentration royalty acreage. We expect our durable production profile, along with our best-in-class cost structure, to continue to highlight the advantaged nature of our business model as we can maintain our strong free cash flow conversion despite the volatility in commodity prices.”

    FINANCIAL UPDATE

    Viper’s third quarter 2024 average unhedged realized prices were $75.24 per barrel of oil, $0.13 per Mcf of natural gas and $19.89 per barrel of natural gas liquids, resulting in a total equivalent realized price of $45.83/boe.

    Viper’s third quarter 2024 average hedged realized prices were $74.27 per barrel of oil, $0.56 per Mcf of natural gas and $19.89 per barrel of natural gas liquids, resulting in a total equivalent realized price of $45.87/boe.

    During the third quarter of 2024, the Company recorded total operating income of $209.6 million and consolidated net income (including non-controlling interest) of $109.0 million.

    As of September 30, 2024, the Company had a cash balance of $168.6 million and total long-term debt outstanding (excluding debt issuance costs, discounts and premiums) of $830.4 million, resulting in net debt (as defined and reconciled below) of $661.7 million. Viper’s outstanding long-term debt as of September 30, 2024 consisted of $430.4 million in aggregate principal amount of its 5.375% Senior Notes due 2027, $400.0 million in aggregate principal amount of its 7.375% Senior Notes due 2031 and no borrowings on its revolving credit facility, leaving $850.0 million available for future borrowings and $1.0 billion of total liquidity.

    Giving effect to the closing of the TWR IV acquisition on October 1, 2024 and the funding of the cash consideration of $458.9 million (of which $43.1 million had previously been paid into escrow, and the remainder was funded at closing with net proceeds from the underwritten public equity offering of Class A common stock that was completed on September 13, 2024, cash on hand, and borrowings under the revolving credit facility), pro forma net debt as of October 1, 2024 was approximately $1.1 billion.

    THIRD QUARTER 2024 CASH DIVIDEND & CAPITAL RETURN PROGRAM

    Viper announced today that the Board of Directors (the “Board”) of Viper Energy, Inc., declared a base dividend of $0.30 per Class A common share for the third quarter of 2024 payable on November 21, 2024 to Class A common shareholders of record at the close of business on November 14, 2024.

    The Board also declared a variable cash dividend of $0.31 per Class A common share for the third quarter of 2024 payable on November 21, 2024 to Class A common shareholders of record at the close of business on November 14, 2024.

    OPERATIONS UPDATE

    During the third quarter of 2024, Viper estimates that 330 gross (6.8 net 100% royalty interest) horizontal wells with an average royalty interest of 2.1% were turned to production on its acreage position with an average lateral length of 11,866 feet. Of these 330 gross wells, Diamondback is the operator of 81 gross wells, with an average royalty interest of 5.1%, and the remaining 249 gross wells, with an average royalty interest of 1.1%, are operated by third parties.

    Viper’s footprint of mineral and royalty interests was 32,567 net royalty acres as of September 30, 2024. Giving effect to the closing of the TWR IV acquisition on October 1, 2024, Viper’s pro forma acreage position was approximately 35,634 net royalty acres, of which Diamondback operated approximately 19,227 net royalty acres.

    Our gross well information as of October 1, 2024 is as follows, after giving effect to the Tumbleweed Acquisitions and Diamondback’s completed merger with Endeavor Energy Resources, L.P.:

      Diamondback
    Operated
      Third Party
    Operated
      Total
    Horizontal wells turned to production(1):          
    Gross wells         81     249     330  
    Net 100% royalty interest wells         4.1     2.7     6.8  
    Average percent net royalty interest         5.1 %   1.1 %   2.1 %
               
    Horizontal producing well count:          
    Gross wells         2,755     7,969     10,724  
    Net 100% royalty interest wells         150.1     102.0     252.1  
    Average percent net royalty interest         5.4 %   1.3 %   2.4 %
               
    Horizontal active development well count:          
    Gross wells         179     624     803  
    Net 100% royalty interest wells         10.4     7.3     17.7  
    Average percent net royalty interest         5.8 %   1.2 %   2.2 %
               
    Line of sight wells:          
    Gross wells         266     859     1,125  
    Net 100% royalty interest wells         8.6     13.4     22.0  
    Average percent net royalty interest         3.2 %   1.6 %   2.0 %

    (1) Average lateral length of 11,866 feet.

    The 803 gross wells currently in the process of active development are those wells that have been spud and are expected to be turned to production within approximately the next six to eight months. Further in regard to the active development on Viper’s asset base, there are currently 60 gross rigs operating on Viper’s acreage, seven of which are operated by Diamondback. The 1,125 line-of-sight wells are those that are not currently in the process of active development, but for which Viper has reason to believe that they will be turned to production within approximately the next 15 to 18 months. The expected timing of these line-of-sight wells is based primarily on permitting by third party operators or Diamondback’s current expected completion schedule. Existing permits or active development of Viper’s royalty acreage does not ensure that those wells will be turned to production.

    GUIDANCE UPDATE

    Below is Viper’s updated guidance for the full year 2024, as well as production guidance for Q4 2024.

       
      Viper Energy, Inc.
       
    Q4 2024 Net Production – MBo/d 29.25 – 29.75
    Q4 2024 Net Production – MBoe/d 52.50 – 53.00
    Full Year 2024 Net Production – MBo/d 27.00 – 27.25
    Full Year 2024 Net Production – MBoe/d 48.75 – 49.25
       
    Share costs ($/boe)  
    Depletion $11.50 – $12.00
    Cash G&A $0.80 – $1.00
    Non-Cash Share-Based Compensation $0.10 – $0.20
    Interest Expense $4.00 – $4.25
       
    Production and Ad Valorem Taxes (% of Revenue) ~7%
    Cash Tax Rate (% of Pre-Tax Income Attributable to Viper Energy, Inc.)(1) 20% – 22%
    Q4 2024 Cash Taxes ($ – million)(2) $13.0 – $18.0

    (1)   Pre-tax income attributable to Viper Energy, Inc. is reconciled below.
    (2)   Attributable to Viper Energy, Inc.

    CONFERENCE CALL

    Viper will host a conference call and webcast for investors and analysts to discuss its results for the third quarter of 2024 on Tuesday, November 5, 2024 at 10:00 a.m. CT. Access to the live audio-only webcast, and replay which will be available following the call, may be found here. The live webcast of the earnings conference call will also be available via Viper’s website at www.viperenergy.com under the “Investor Relations” section of the site.

    About Viper Energy, Inc.

    Viper is a corporation formed by Diamondback to own, acquire and exploit oil and natural gas properties in North America, with a focus on owning and acquiring mineral and royalty interests in oil-weighted basins, primarily the Permian Basin. For more information, please visit www.viperenergy.com.

    About Diamondback Energy, Inc.

    Diamondback is an independent oil and natural gas company headquartered in Midland, Texas focused on the acquisition, development, exploration and exploitation of unconventional, onshore oil and natural gas reserves primarily in the Permian Basin in West Texas. For more information, please visit www.diamondbackenergy.com.

    Forward-Looking Statements

    This news release contains “forward-looking statements” within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act, which involve risks, uncertainties, and assumptions. All statements, other than statements of historical fact, including statements regarding Viper’s: future performance; business strategy; future operations; estimates and projections of operating income, losses, costs and expenses, returns, cash flow, and financial position; production levels on properties in which Viper has mineral and royalty interests, developmental activity by other operators; reserve estimates and Viper’s ability to replace or increase reserves; anticipated benefits or other effects of strategic transactions (including the recently completed TWR IV acquisition and other acquisitions or divestitures); and plans and objectives (including Diamondback’s plans for developing Viper’s acreage and Viper’s cash dividend policy and common stock repurchase program) are forward-looking statements. When used in this news release, the words “aim,” “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “forecast,” “future,” “guidance,” “intend,” “may,” “model,” “outlook,” “plan,” “positioned,” “potential,” “predict,” “project,” “seek,” “should,” “target,” “will,” “would,” and similar expressions (including the negative of such terms) as they relate to Viper are intended to identify forward-looking statements, although not all forward-looking statements contain such identifying words. Although Viper believes that the expectations and assumptions reflected in its forward-looking statements are reasonable as and when made, they involve risks and uncertainties that are difficult to predict and, in many cases, beyond its control. Accordingly, forward-looking statements are not guarantees of Viper’s future performance and the actual outcomes could differ materially from what Viper expressed in its forward-looking statements.

    Factors that could cause the outcomes to differ materially include (but are not limited to) the following: changes in supply and demand levels for oil, natural gas, and natural gas liquids, and the resulting impact on the price for those commodities; the impact of public health crises, including epidemic or pandemic diseases, and any related company or government policies or actions; actions taken by the members of OPEC and Russia affecting the production and pricing of oil, as well as other domestic and global political, economic, or diplomatic developments, including any impact of the ongoing war in Ukraine and the Israel-Hamas war on the global energy markets and geopolitical stability; instability in the financial sector; higher interest rates and their impact on the cost of capital; regional supply and demand factors, including delays, curtailment delays or interruptions of production on Viper’s mineral and royalty acreage, or governmental orders, rules or regulations that impose production limits on such acreage; federal and state legislative and regulatory initiatives relating to hydraulic fracturing, including the effect of existing and future laws and governmental regulations; physical and transition risks relating to climate change and the risks and other factors disclosed in Viper’s filings with the Securities and Exchange Commission, including its Forms 10-K, 10-Q and 8-K, which can be obtained free of charge on the Securities and Exchange Commission’s web site at http://www.sec.gov.

    In light of these factors, the events anticipated by Viper’s forward-looking statements may not occur at the time anticipated or at all. Moreover, the new risks emerge from time to time. Viper cannot predict all risks, nor can it assess the impact of all factors on its business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those anticipated by any forward-looking statements it may make. Accordingly, you should not place undue reliance on any forward-looking statements made in this news release. All forward-looking statements speak only as of the date of this news release or, if earlier, as of the date they were made. Viper does not intend to, and disclaims any obligation to, update or revise any forward-looking statements unless required by applicable law.

    Viper Energy, Inc.
    Condensed Consolidated Balance Sheets
    (unaudited, in thousands, except share amounts)
           
      September 30,   December 31,
       2024     2023 
    Assets      
    Current assets:      
    Cash and cash equivalents         $ 168,649     $ 25,869  
    Royalty income receivable (net of allowance for credit losses)           108,857       108,681  
    Royalty income receivable—related party           35,997       3,329  
    Income tax receivable                 813  
    Derivative instruments           2,795       358  
    Prepaid expenses and other current assets           3,882       4,467  
    Total current assets           320,180       143,517  
    Property:      
    Oil and natural gas interests, full cost method of accounting ($1,622,601 and $1,769,341 excluded from depletion at September 30, 2024 and December 31, 2023, respectively)           4,771,268       4,628,983  
    Land           5,688       5,688  
    Accumulated depletion and impairment           (1,016,173 )     (866,352 )
    Property, net           3,760,783       3,768,319  
    Funds held in escrow           43,050        
    Derivative instruments           2,727       92  
    Deferred income taxes (net of allowances)           74,617       56,656  
    Other assets           4,653       5,509  
    Total assets         $ 4,206,010     $ 3,974,093  
    Liabilities and Stockholders’ Equity      
    Current liabilities:      
    Accounts payable         $ 26     $ 19  
    Accounts payable—related party                 1,330  
    Accrued liabilities           41,465       27,021  
    Derivative instruments           901       2,961  
    Income taxes payable           1,816       1,925  
    Total current liabilities           44,208       33,256  
    Long-term debt, net           821,505       1,083,082  
    Derivative instruments                 201  
    Other long-term liabilities           4,789        
    Total liabilities           870,502       1,116,539  
    Stockholders’ equity:      
    Class A Common Stock, $0.000001 par value: 1,000,000,000 shares authorized; 102,947,008 shares issued and outstanding as of September 30, 2024 and 86,144,273 shares issued and outstanding as of December 31, 2023                  
    Class B Common Stock, $0.000001 par value: 1,000,000,000 shares authorized; 85,431,453 shares issued and outstanding as of September 30, 2024 and 90,709,946 shares issued and outstanding as of December 31, 2023                  
    Additional paid-in capital           1,429,649       1,031,078  
    Retained earnings (accumulated deficit)           (28,691 )     (16,786 )
    Total Viper Energy, Inc. stockholders’ equity           1,400,958       1,014,292  
    Non-controlling interest           1,934,550       1,843,262  
    Total equity           3,335,508       2,857,554  
    Total liabilities and stockholders’ equity         $ 4,206,010     $ 3,974,093  
     
    Viper Energy, Inc.
    Condensed Consolidated Statements of Operations
    (unaudited, in thousands, except per share data)
                   
      Three Months Ended September 30,   Nine Months Ended September 30,
       2024     2023     2024     2023 
    Operating income:              
    Oil income         $ 186,750     $ 168,008     $ 558,203     $ 443,927  
    Natural gas income           823       8,893       8,763       22,974  
    Natural gas liquids income           20,585       18,713       61,745       47,995  
    Royalty income           208,158       195,614       628,711       514,896  
    Lease bonus income—related party           107       97,237       227       105,585  
    Lease bonus income           1,143       196       2,289       1,730  
    Other operating income           180       193       461       774  
    Total operating income           209,588       293,240       631,688       622,985  
    Costs and expenses:              
    Production and ad valorem taxes           15,113       12,286       44,720       37,794  
    Depletion           54,528       36,280       149,821       101,331  
    General and administrative expenses—related party           2,569       924       7,391       2,772  
    General and administrative expenses           2,046       956       6,712       3,880  
    Other operating (income) expense           (236 )           (3 )      
    Total costs and expenses           74,020       50,446       208,641       145,777  
    Income (loss) from operations           135,568       242,794       423,047       477,208  
    Other income (expense):              
    Interest expense, net           (16,739 )     (10,970 )     (54,736 )     (31,636 )
    Gain (loss) on derivative instruments, net           7,410       (2,988 )     5,264       (30,685 )
    Other income, net                 256             258  
    Total other expense, net           (9,329 )     (13,702 )     (49,472 )     (62,063 )
    Income (loss) before income taxes           126,239       229,092       373,575       415,145  
    Provision for (benefit from) income taxes           17,194       21,879       42,729       39,735  
    Net income (loss)           109,045       207,213       330,846       375,410  
    Net income (loss) attributable to non-controlling interest           60,128       128,614       181,668       232,294  
    Net income (loss) attributable to Viper Energy, Inc.         $ 48,917     $ 78,599     $ 149,178     $ 143,116  
                   
    Net income (loss) attributable to common shares:              
    Basic         $ 0.52     $ 1.11     $ 1.64     $ 1.99  
    Diluted         $ 0.52     $ 1.11     $ 1.64     $ 1.99  
    Weighted average number of common shares outstanding:              
    Basic           93,695       70,925       90,895       71,803  
    Diluted           93,747       70,925       90,989       71,803  
                                   
    Viper Energy, Inc.
    Condensed Consolidated Statements of Cash Flows
    (unaudited, in thousands)
                   
      Three Months Ended September 30,   Nine Months Ended September 30,
      2024   2023   2024   2023
    Cash flows from operating activities:              
    Net income (loss)         $ 109,045     $ 207,213     $ 330,846     $ 375,410  
    Adjustments to reconcile net income (loss) to net cash provided by operating activities:                      
    Provision for (benefit from) deferred income taxes           1,777       355       (505 )     887  
    Depletion           54,528       36,280       149,821       101,331  
    (Gain) loss on derivative instruments, net           (7,410 )     2,988       (5,264 )     30,685  
    Net cash receipts (payments) on derivatives           187       (3,807 )     (2,038 )     (10,019 )
    Other           1,390       823       4,470       2,045  
    Changes in operating assets and liabilities:              
    Royalty income receivable           26,163       (23,039 )     2,886       (22,147 )
    Royalty income receivable—related party           (1,015 )     (3,047 )     (32,667 )     (1,171 )
    Accounts payable and accrued liabilities           19,107       6,739       14,192       4,156  
    Accounts payable—related party                       (1,330 )     (306 )
    Income taxes payable           (385 )     11,738       (109 )     12,411  
    Other           (413 )     3,485       1,398       (885 )
    Net cash provided by (used in) operating activities           202,974       239,728       461,700       492,397  
    Cash flows from investing activities:              
    Acquisitions of oil and natural gas interests—related party                             (75,073 )
    Acquisitions of oil and natural gas interests           (241,877 )     (51,101 )     (271,052 )     (98,510 )
    Proceeds from sale of oil and natural gas interests           (2,967 )     (1,191 )     87,674       (3,166 )
    Net cash provided by (used in) investing activities           (244,844 )     (52,292 )     (183,378 )     (176,749 )
    Cash flows from financing activities:              
    Proceeds from borrowings under credit facility           375,000       69,000       470,000       260,000  
    Repayment on credit facility           (552,000 )     (43,000 )     (733,000 )     (162,000 )
    Net proceeds from public offering           475,904             475,904        
    Repurchased shares/units under buyback program                 (9,650 )           (67,181 )
    Dividends/distributions to stockholders           (58,649 )     (25,300 )     (156,553 )     (84,181 )
    Dividends/distributions to Diamondback            (64,947 )     (40,200 )     (191,830 )     (127,929 )
    Other                 (4,551 )     (63 )     (5,722 )
    Net cash provided by (used in) financing activities           175,308       (53,701 )     (135,542 )     (187,013 )
    Net increase (decrease) in cash and cash equivalents           133,438       133,735       142,780       128,635  
    Cash, cash equivalents and restricted cash at beginning of period           35,211       13,079       25,869       18,179  
    Cash, cash equivalents and restricted cash at end of period         $ 168,649     $ 146,814     $ 168,649     $ 146,814  
     
    Viper Energy, Inc.
    Selected Operating Data
    (unaudited)
               
      Three Months Ended
      September 30, 2024   June 30, 2024   September 30, 2023
    Production Data:          
    Oil (MBbls)           2,482     2,398     2,037
    Natural gas (MMcf)           6,150     5,631     4,900
    Natural gas liquids (MBbls)           1,035     983     867
    Combined volumes (MBoe)(1)           4,542     4,320     3,721
               
    Average daily oil volumes (bo/d)           26,978     26,352     22,141
    Average daily combined volumes (boe/d)           49,370     47,473     40,446
               
    Average sales prices:          
    Oil ($/Bbl)         $ 75.24   $ 81.04   $ 82.48
    Natural gas ($/Mcf)         $ 0.13   $ 0.20   $ 1.81
    Natural gas liquids ($/Bbl)         $ 19.89   $ 20.35   $ 21.58
    Combined ($/boe)(2)         $ 45.83   $ 49.88   $ 52.57
               
    Oil, hedged ($/Bbl)(3)         $ 74.27   $ 80.24   $ 81.44
    Natural gas, hedged ($/Mcf)(3)         $ 0.56   $ 0.64   $ 1.47
    Natural gas liquids ($/Bbl)(3)         $ 19.89   $ 20.35   $ 21.58
    Combined price, hedged ($/boe)(3)         $ 45.87   $ 50.00   $ 51.55
               
    Average Costs ($/boe):          
    Production and ad valorem taxes         $ 3.33   $ 3.52   $ 3.30
    General and administrative – cash component           0.83     0.84     0.41
    Total operating expense – cash         $ 4.16   $ 4.36   $ 3.71
               
    General and administrative – non-cash stock compensation expense         $ 0.19   $ 0.19   $ 0.10
    Interest expense, net         $ 3.69   $ 4.32   $ 2.95
    Depletion         $ 12.01   $ 11.19   $ 9.75

    (1)   Bbl equivalents are calculated using a conversion rate of six Mcf per one Bbl.
    (2)   Realized price net of all deducts for gathering, transportation and processing.
    (3)   Hedged prices reflect the impact of cash settlements of our matured commodity derivative transactions on our average sales prices.

    NON-GAAP FINANCIAL MEASURES

    Adjusted EBITDA is a supplemental non-GAAP financial measure that is used by management and external users of our financial statements, such as industry analysts, investors, lenders and rating agencies. Viper defines Adjusted EBITDA as net income (loss) attributable to Viper Energy, Inc. plus net income (loss) attributable to non-controlling interest (“net income (loss)”) before interest expense, net, non-cash share-based compensation expense, depletion, non-cash (gain) loss on derivative instruments, (gain) loss on extinguishment of debt, if any, other non-cash operating expenses, other non-recurring expenses and provision for (benefit from) income taxes. Adjusted EBITDA is not a measure of net income as determined by United States’ generally accepted accounting principles (“GAAP”). Management believes Adjusted EBITDA is useful because it allows them to more effectively evaluate Viper’s operating performance and compare the results of its operations from period to period without regard to its financing methods or capital structure. Adjusted EBITDA should not be considered as an alternative to, or more meaningful than, net income, royalty income, cash flow from operating activities or any other measure of financial performance or liquidity presented as determined in accordance with GAAP. Certain items excluded from Adjusted EBITDA are significant components in understanding and assessing a company’s financial performance, such as a company’s cost of capital and tax structure, as well as the historic costs of depreciable assets, none of which are components of Adjusted EBITDA.

    Viper defines cash available for distribution to Viper Energy, Inc. shareholders generally as an amount equal to its Adjusted EBITDA for the applicable quarter less cash needed for income taxes payable for the current period, debt service, contractual obligations, fixed charges and reserves for future operating or capital needs that the Board may deem appropriate, lease bonus income, net of tax, distribution equivalent rights payments, preferred dividends, and an adjustment for changes in ownership interests that occurred subsequent to the quarter, if any. Management believes cash available for distribution is useful because it allows them to more effectively evaluate Viper’s operating performance excluding the impact of non-cash financial items and short-term changes in working capital. Viper’s computations of Adjusted EBITDA and cash available for distribution may not be comparable to other similarly titled measures of other companies or to such measure in its credit facility or any of its other contracts. Viper further defines cash available for variable dividends as at least 75 percent of cash available for distribution less base dividends declared and repurchased shares as part of its share buyback program for the applicable quarter.

    The following tables present a reconciliation of the GAAP financial measure of net income (loss) to the non-GAAP financial measures of Adjusted EBITDA, cash available for distribution and cash available for variable dividends:

    Viper Energy, Inc.
    (unaudited, in thousands, except per share data)
       
      Three Months Ended
    September 30, 2024
    Net income (loss) attributable to Viper Energy, Inc.         $ 48,917  
    Net income (loss) attributable to non-controlling interest           60,128  
    Net income (loss)           109,045  
    Interest expense, net           16,739  
    Non-cash share-based compensation expense           845  
    Depletion           54,528  
    Non-cash (gain) loss on derivative instruments           (7,223 )
    Other non-cash operating expenses           (236 )
    Other non-recurring expenses           92  
    Provision for (benefit from) income taxes           17,194  
    Consolidated Adjusted EBITDA           190,984  
    Less: Adjusted EBITDA attributable to non-controlling interest           86,613  
    Adjusted EBITDA attributable to Viper Energy, Inc.         $ 104,371  
       
    Adjustments to reconcile Adjusted EBITDA to cash available for distribution:  
    Income taxes payable for the current period         $ (15,416 )
    Debt service, contractual obligations, fixed charges and reserves           (8,922 )
    Lease bonus income, net of tax           (479 )
    Distribution equivalent rights payments           (123 )
    Preferred distributions                   (20 )
    Effect of subsequent ownership changes                   (3,963 )
    Cash available for distribution to Viper Energy, Inc. shareholders         $ 75,448  
      Three Months Ended September 30, 2024
      Amounts   Amounts Per
    Common Share
    Reconciliation to cash available for variable dividends:      
    Cash available for distribution to Viper Energy, Inc. shareholders         $ 75,448   $ 0.73
           
    Return of Capital          $ 62,375   $ 0.61
    Less:      
    Base dividend           30,884     0.30
    Cash available for variable dividends         $ 31,491   $ 0.31
           
    Total approved base and variable dividend per share             $ 0.61
           
    Class A common stock outstanding               102,947

    The following table presents a reconciliation of the GAAP financial measure of income (loss) before income taxes to the non-GAAP financial measure of pre-tax income attributable to Viper Energy, Inc. Management believes this measure is useful to investors given it provides the basis for income taxes payable by Viper Energy, Inc, which is an adjustment to reconcile Adjusted EBITDA to cash available for distribution to holders of Viper Energy, Inc. Class A common stock.

    Viper Energy, Inc.
    Pre-tax income attributable to Viper Energy, Inc.
    (unaudited, in thousands)
       
      Three Months Ended
    September 30, 2024
     
    Income (loss) before income taxes         $ 126,239  
    Less: Net income (loss) attributable to non-controlling interest           60,128  
    Pre-tax income attributable to Viper Energy, Inc.         $ 66,111  
       
    Income taxes payable for the current period         $ 15,416  
    Effective cash tax rate attributable to Viper Energy, Inc.           23.3 %

    Adjusted net income (loss) is a non-GAAP financial measure equal to net income (loss) attributable to Viper Energy, Inc. plus net income (loss) attributable to non-controlling interest adjusted for non-cash (gain) loss on derivative instruments, net, (gain) loss on extinguishment of debt, if any, other non-cash operating expenses, other non-recurring expenses and related income tax adjustments. The Company’s computation of adjusted net income may not be comparable to other similarly titled measures of other companies or to such measure in our credit facility or any of our other contracts. Management believes adjusted net income helps investors in the oil and natural gas industry to measure and compare the Company’s performance to other oil and natural gas companies by excluding from the calculation items that can vary significantly from company to company depending upon accounting methods, the book value of assets and other non-operational factors.

    The following table presents a reconciliation of the GAAP financial measure of net income (loss) attributable to Viper Energy, Inc. to the non-GAAP financial measure of adjusted net income (loss):

    Viper Energy, Inc.
    Adjusted Net Income (Loss)
    (unaudited, in thousands, except per share data)
       
      Three Months Ended September 30, 2024
      Amounts   Amounts Per
    Diluted Share
    Net income (loss) attributable to Viper Energy, Inc. (1)         $ 48,917     $ 0.52  
    Net income (loss) attributable to non-controlling interest           60,128       0.64  
    Net income (loss)(1)            109,045       1.16  
    Non-cash (gain) loss on derivative instruments, net           (7,223 )     (0.08 )
    Other non-cash operating expenses           (236 )      
    Other non-recurring expenses           92        
    Adjusted income excluding above items(1)            101,678       1.08  
    Income tax adjustment for above items           1,003       0.02  
    Adjusted net income (loss)(1)            102,681       1.10  
    Less: Adjusted net income (loss) attributed to non-controlling interests           57,059       0.61  
    Adjusted net income (loss) attributable to Viper Energy, Inc. (1)          $ 45,622     $ 0.49  
           
    Weighted average Class A common shares outstanding:      
    Basic           93,695  
    Diluted           93,747  

    (1) The Company’s earnings (loss) per diluted share amount has been computed using the two-class method in accordance with GAAP. The two-class method is an earnings allocation which reflects the respective ownership among holders of Class A common shares and participating securities. Diluted earnings per share using the two-class method is calculated as (i) net income attributable to Viper Energy, Inc., (ii) less the reallocation of $0.1 million in earnings attributable to participating securities, (iii) divided by diluted weighted average Class A common shares outstanding.

    RECONCILIATION OF LONG-TERM DEBT TO NET DEBT

    The Company defines the non-GAAP measure of net debt as debt (excluding debt issuance costs, discounts and premiums) less cash and cash equivalents. Net debt should not be considered an alternative to, or more meaningful than, total debt, the most directly comparable GAAP measure. Management uses net debt to determine the Company’s outstanding debt obligations that would not be readily satisfied by its cash and cash equivalents on hand. The Company believes this metric is useful to analysts and investors in determining the Company’s leverage position because the Company has the ability to, and may decide to, use a portion of its cash and cash equivalents to reduce debt.

        September 30, 2024   Net Q3
    Principal
    Borrowings/
    (Repayments)
      June 30, 2024   March 31, 2024   December 31, 2023   September 30, 2023
        (in thousands)
    Total long-term debt(1)   $ 830,350     $ (177,000 )   $ 1,007,350     $ 1,103,350     $ 1,093,350     $ 680,350  
    Cash and cash equivalents     (168,649 )         (35,211 )     (20,005 )     (25,869 )     (146,814 )
    Net debt   $ 661,701         $ 972,139     $ 1,083,345     $ 1,067,481     $ 533,536  

    (1) Excludes debt issuance costs, discounts & premiums.

    Derivatives

    As of the filing date, the Company had the following outstanding derivative contracts. The Company’s derivative contracts are based upon reported settlement prices on commodity exchanges, with crude oil derivative settlements based on New York Mercantile Exchange West Texas Intermediate pricing and Crude Oil Brent. When aggregating multiple contracts, the weighted average contract price is disclosed.

      Crude Oil (Bbls/day, $/Bbl)
      Q4 2024   Q1 2025   Q2 2025   Q3 2025   Q4 2025
    Deferred Premium Puts – WTI (Cushing)   16,000       20,000       20,000          
    Strike $ 55.00     $ 55.00     $ 55.00     $   $
    Premium $ (1.70 )   $ (1.62 )   $ (1.61 )   $   $
      Crude Oil (Bbls/day, $/Bbl)
      Q4 2024   Q1 2025   Q2 2025   Q3 2025   Q4 2025
    Costless Collars – WTI (Cushing)   4,000                
    Floor $ 55.00   $   $   $   $
    Ceiling $ 93.66   $   $   $   $
      Natural Gas (Mmbtu/day, $/Mmbtu)
      Q4 2024   Q1 2025   Q2 2025   Q3 2025   Q4 2025
    Costless Collars – Henry Hub       60,000     60,000     60,000     60,000
    Floor $   $ 2.50   $ 2.50   $ 2.50   $ 2.50
    Ceiling $   $ 4.93   $ 4.93   $ 4.93   $ 4.93
      Natural Gas (Mmbtu/day, $/Mmbtu)
      Q4 2024   Q1 2025   Q2 2025   Q3 2025   Q4 2025
    Natural Gas Basis Swaps – Waha Hub   30,000       60,000       60,000       60,000       60,000  
    Swap Price $ (1.20 )   $ (0.80 )   $ (0.80 )   $ (0.80 )   $ (0.80 )

    Investor Contact:

    Austen Gilfillian
    +1 432.221.7420
    agilfillian@viperenergy.com 

    Source: Viper Energy, Inc.; Diamondback Energy, Inc.

    The MIL Network

  • MIL-OSI: Diamondback Energy, Inc. Announces Third Quarter 2024 Financial and Operating Results

    Source: GlobeNewswire (MIL-OSI)

    MIDLAND, Texas, Nov. 04, 2024 (GLOBE NEWSWIRE) — Diamondback Energy, Inc. (NASDAQ: FANG) (“Diamondback” or the “Company”) today announced financial and operating results for the third quarter ended September 30, 2024.

    THIRD QUARTER 2024 HIGHLIGHTS

    • As previously announced, closed merger with Endeavor Energy Resources, L.P. (“Endeavor”) on September 10, 2024
    • Average production of 321.1 MBO/d (571.1 MBOE/d)
    • Net cash provided by operating activities of $1.2 billion; Operating Cash Flow Before Working Capital Changes (as defined and reconciled below) of $1.4 billion
    • Cash capital expenditures of $688 million
    • Free Cash Flow (as defined and reconciled below) of $708 million; Adjusted Free Cash Flow (as defined and reconciled below) of $1.0 billion
    • Declared Q3 2024 base cash dividend of $0.90 per share payable on November 21, 2024; implies a 2.0% annualized yield based on November 1, 2024 closing share price of $175.81
    • Repurchased 2,919,763 shares of common stock in Q3 2024 for $515 million, excluding excise tax (at a weighted average price of $176.40 per share); repurchased 1,029,191 shares of common stock to date in Q4 2024 for $185 million, excluding excise tax (at a weighted average price of $180.13 per share)
    • Total Q3 2024 return of capital of $780 million; represents ~78% of Adjusted Free Cash Flow (as defined and reconciled below) from stock repurchases and the declared Q3 2024 base dividend
    • As previously announced, Board approved a $2.0 billion increase to share repurchase authorization to $6.0 billion from $4.0 billion previously

    TRP ENERGY (“TRP”) TRADE

    • On November 3rd, Diamondback and TRP entered into a definitive agreement under which Diamondback will trade certain Delaware Basin assets and pay approximately $238 million in cash to TRP in exchange for TRP’s Midland Basin assets
    • TRP’s Midland Basin assets are made up of ~15,000 net acres across Upton and Reagan counties and consist of 55 remaining undeveloped operated locations, the majority of which immediately compete for capital
    • The asset also includes 18 Drilled Uncompleted Wells (“DUCs”) which provide for additional capital allocation flexibility
    • The trade is expected to be accretive to both Cash Flow and Free Cash Flow per share and enhances Diamondback’s near-term oil production profile
    • Expected to close in December 2024, subject to customary regulatory approvals and closing conditions
    • Jefferies LLC is serving as financial advisor to Diamondback. Kirkland & Ellis LLP is serving as legal advisor to Diamondback. J.P. Morgan Securities LLC, Moelis & Company and RBC Capital Markets are acting as financial advisors to TRP. Clifford Chance US LLP is serving as legal advisor to TRP.

    OPERATIONS UPDATE

    The tables below provide a summary of operating activity for the third quarter of 2024.

      Total Activity (Gross Operated):        
        Number of Wells
    Drilled
      Number of Wells
    Completed
     
      Midland Basin 71   87  
      Delaware Basin 5   8  
      Total 76   95  
      Total Activity (Net Operated):        
        Number of Wells
    Drilled
    (1)
      Number of Wells
    Completed
    (1)
     
      Midland Basin 67   95  
      Delaware Basin 4   7  
      Total 71   102  
      (1) Includes two additional net wells drilled and nine additional net wells completed, respectively, from interests acquired in the Endeavor Acquisition during the first six months of 2024.  
               

    During the third quarter of 2024, Diamondback drilled 71 gross wells in the Midland Basin and five gross wells in the Delaware Basin. The Company turned 87 operated wells to production in the Midland Basin and eight gross wells in the Delaware Basin, with an average lateral length of 12,238 feet. Operated completions during the third quarter consisted of 22 Wolfcamp A wells, 21 Lower Spraberry wells, 15 Jo Mill wells, 14 Wolfcamp B wells, 12 Middle Spraberry wells, four Dean wells, four Third Bone Spring wells and three Upper Spraberry wells.

    For the first nine months of 2024, Diamondback drilled 211 gross wells in the Midland Basin and 24 gross wells in the Delaware Basin. The Company turned 267 operated wells to production in the Midland Basin and 15 operated wells to production in the Delaware Basin. The average lateral length for wells completed during the first nine months of 2024 was 11,645 feet, and consisted of 72 Lower Spraberry wells, 61 Wolfcamp A wells, 45 Wolfcamp B wells, 40 Jo Mill wells, 34 Middle Spraberry wells, nine Wolfcamp D wells, nine Dean wells, six Upper Spraberry wells, four Third Bone Spring wells, one Second Bone Spring well and one Barnett well.

    FINANCIAL UPDATE

    Diamondback’s third quarter 2024 net income was $659 million, or $3.19 per diluted share. Adjusted net income (as defined and reconciled below) for the third quarter was $698 million, or $3.38 per diluted share.

    Third quarter 2024 net cash provided by operating activities was $1.2 billion. Through the first nine months of 2024, Diamondback’s net cash provided by operating activities was $4.1 billion.

    During the third quarter of 2024, Diamondback spent $633 million on operated and non-operated drilling and completions, $52 million on infrastructure and environmental and $3 million on midstream, for total cash capital expenditures of $688 million. Through the first nine months of 2024, Diamondback spent $1.8 billion on operated and non-operated drilling and completions, $128 million on infrastructure and environmental and $8 million on midstream, for total cash capital expenditures of $1.9 billion.

    Third quarter 2024 Consolidated Adjusted EBITDA (as defined and reconciled below) was $1.8 billion. Adjusted EBITDA net of non-controlling interest (as defined and reconciled below) for the third quarter was $1.7 billion.

    Diamondback’s third quarter 2024 Free Cash Flow (as defined and reconciled below) was $708 million. Adjusted Free Cash Flow (as reconciled and defined below) for the third quarter was $1.0 billion. Through September 30, 2024, Diamondback’s Free Cash Flow was $2.3 billion, with $2.7 billion of Adjusted Free Cash Flow over the same period.

    Third quarter 2024 average unhedged realized prices were $73.13 per barrel of oil, $(0.26) per Mcf of natural gas and $17.70 per barrel of natural gas liquids (“NGLs”), resulting in a total equivalent unhedged realized price of $44.80 per BOE.

    Diamondback’s cash operating costs for the third quarter of 2024 were $11.49 per BOE, including lease operating expenses (“LOE”) of $6.01 per BOE, cash general and administrative (“G&A”) expenses of $0.63 per BOE, production and ad valorem taxes of $2.91 per BOE and gathering, processing and transportation expenses of $1.94 per BOE.

    As of September 30, 2024, Diamondback had $201 million in standalone cash and $115 million in borrowings outstanding under its revolving credit facility, with approximately $2.4 billion available for future borrowings under the facility and approximately $2.6 billion of total liquidity. As of September 30, 2024, the Company had consolidated total debt of $13.1 billion and consolidated net debt (as defined and reconciled below) of $12.7 billion, up from consolidated total debt of $12.2 billion and up from consolidated net debt of $5.3 billion as of June 30, 2024. Effective in September 2024, the Company’s borrowing base and elected commitment was increased to $2.5 billion from $1.6 billion previously.

    DIVIDEND DECLARATIONS

    Diamondback announced today that the Company’s Board of Directors declared a base cash dividend of $0.90 per common share for the third quarter of 2024 payable on November 21, 2024 to stockholders of record at the close of business on November 14, 2024.

    Future base and variable dividends remain subject to review and approval at the discretion of the Company’s Board of Directors.

    COMMON STOCK REPURCHASE PROGRAM

    During the third quarter of 2024, Diamondback repurchased ~2.9 million shares of common stock at an average share price of $176.40 for a total cost of approximately $515 million, excluding excise tax. To date, Diamondback has repurchased ~23.3 million shares of common stock at an average share price of $133.48 for a total cost of approximately $3.1 billion and has approximately $2.9 billion remaining on its current share buyback authorization. Subject to factors discussed below, Diamondback intends to continue to purchase common stock under the common stock repurchase program opportunistically with cash on hand, free cash flow from operations and proceeds from potential liquidity events such as the sale of assets. This repurchase program has no time limit and may be suspended from time to time, modified, extended or discontinued by the Board at any time. Purchases under the repurchase program may be made from time to time in privately negotiated transactions, or in open market transactions in compliance with Rule 10b-18 under the Securities Exchange Act of 1934, as amended, and will be subject to market conditions, applicable regulatory and legal requirements and other factors. Any common stock purchased as part of this program will be retired.

    UPDATED 2024 GUIDANCE

    Below is Diamondback’s guidance for the full year 2024, which includes fourth quarter production, unit costs and capital guidance. The Company’s production and capital guidance for the full year 2024 has been updated to give effect to the Endeavor merger, which was completed on September 10, 2024.

      2024 Guidance 2024 Guidance
      Diamondback Energy, Inc. Viper Energy, Inc.
         
    2024 Net production – MBOE/d 587 – 590 (from 462 – 470) 48.75 – 49.25
    2024 Oil production – MBO/d 335 – 337 (from 273 – 276) 27.00 – 27.25
    Q4 2024 Oil production – MBO/d (total – MBOE/d) 470 – 475 (840 – 850) 29.25 – 29.75 (52.50 – 53.00)
         
    Q4 2024 Unit costs ($/BOE)    
    Lease operating expenses, including workovers $5.90 – $6.20  
    G&A    
    Cash G&A $0.55 – $0.65  
    Non-cash equity-based compensation $0.25 – $0.40  
    DD&A $14.00 – $15.00  
    Interest expense (net of interest income) $0.25 – $0.50  
    Gathering, processing and transportation $1.60 – $1.80  
         
    Production and ad valorem taxes (% of revenue) ~7%  
    Corporate tax rate (% of pre-tax income) 23%  
    Cash tax rate (% of pre-tax income) 15% – 18%  
    Cash taxes ($ – million) $240 – $300 $13 – $18
         
    Capital Budget ($ – million)    
    2024 Total capital expenditures $2,875 – $3,000 (from $2,350 – $2,450)  
    Q4 2024 Capital expenditures $950 – $1,050  
         
    Q4 2024 Gross horizontal wells drilled (net) 105 – 125 (100 – 118)  
    Q4 2024 Gross horizontal wells completed (net) 110 – 130 (102 – 120)  
         

    CONFERENCE CALL

    Diamondback will host a conference call and webcast for investors and analysts to discuss its results for the third quarter of 2024 on Tuesday, November 5, 2024 at 8:00 a.m. CT. Access to the webcast, and replay which will be available following the call, may be found here. The live webcast of the earnings conference call will also be available via Diamondback’s website at www.diamondbackenergy.com under the “Investor Relations” section of the site.

    About Diamondback Energy, Inc.

    Diamondback is an independent oil and natural gas company headquartered in Midland, Texas focused on the acquisition, development, exploration and exploitation of unconventional, onshore oil and natural gas reserves primarily in the Permian Basin in West Texas. For more information, please visit www.diamondbackenergy.com.

    Forward-Looking Statements

    This news release contains “forward-looking statements” within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act, which involve risks, uncertainties, and assumptions. All statements, other than statements of historical fact, including statements regarding Diamondback’s: future performance; business strategy; future operations (including drilling plans and capital plans); estimates and projections of revenues, losses, costs, expenses, returns, cash flow, and financial position; reserve estimates and its ability to replace or increase reserves; anticipated benefits or other effects of strategic transactions (including the recently completed Endeavor merger and other acquisitions or divestitures); and plans and objectives of management (including plans for future cash flow from operations and for executing environmental strategies) are forward-looking statements. When used in this news release, the words “aim,” “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “forecast,” “future,” “guidance,” “intend,” “may,” “model,” “outlook,” “plan,” “positioned,” “potential,” “predict,” “project,” “seek,” “should,” “target,” “will,” “would,” and similar expressions (including the negative of such terms) as they relate to Diamondback are intended to identify forward-looking statements, although not all forward-looking statements contain such identifying words. Although Diamondback believes that the expectations and assumptions reflected in its forward-looking statements are reasonable as and when made, they involve risks and uncertainties that are difficult to predict and, in many cases, beyond Diamondback’s control. Accordingly, forward-looking statements are not guarantees of future performance and Diamondback’s actual outcomes could differ materially from what Diamondback has expressed in its forward-looking statements.

    Factors that could cause the outcomes to differ materially include (but are not limited to) the following: changes in supply and demand levels for oil, natural gas, and natural gas liquids, and the resulting impact on the price for those commodities; the impact of public health crises, including epidemic or pandemic diseases and any related company or government policies or actions; actions taken by the members of OPEC and Russia affecting the production and pricing of oil, as well as other domestic and global political, economic, or diplomatic developments, including any impact of the ongoing war in Ukraine and the Israel-Hamas war on the global energy markets and geopolitical stability; instability in the financial markets; inflationary pressures; higher interest rates and their impact on the cost of capital; regional supply and demand factors, including delays, curtailment delays or interruptions of production, or governmental orders, rules or regulations that impose production limits; federal and state legislative and regulatory initiatives relating to hydraulic fracturing, including the effect of existing and future laws and governmental regulations; physical and transition risks relating to climate change; those risks described in Item 1A of Diamondback’s Annual Report on Form 10-K, filed with the SEC on February 22, 2024, and those risks disclosed in its subsequent filings on Forms 10-Q and 8-K, which can be obtained free of charge on the SEC’s website at http://www.sec.gov and Diamondback’s website at www.diamondbackenergy.com/investors.

    In light of these factors, the events anticipated by Diamondback’s forward-looking statements may not occur at the time anticipated or at all. Moreover, Diamondback operates in a very competitive and rapidly changing environment and new risks emerge from time to time. Diamondback cannot predict all risks, nor can it assess the impact of all factors on its business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those anticipated by any forward-looking statements it may make. Accordingly, you should not place undue reliance on any forward-looking statements. All forward-looking statements speak only as of the date of this letter or, if earlier, as of the date they were made. Diamondback does not intend to, and disclaims any obligation to, update or revise any forward-looking statements unless required by applicable law.

     
    Diamondback Energy, Inc.
    Condensed Consolidated Balance Sheets
    (unaudited, in millions, except share amounts)
           
      September 30,   December 31,
        2024       2023  
    Assets      
    Current assets:      
    Cash and cash equivalents ($169 million and $26 million related to Viper) $ 370     $ 582  
    Restricted cash   3       3  
    Accounts receivable:      
    Joint interest and other, net   233       192  
    Oil and natural gas sales, net ($109 million and $109 million related to Viper)   1,197       654  
    Inventories   126       63  
    Derivative instruments   42       17  
    Prepaid expenses and other current assets   51       110  
    Total current assets   2,022       1,621  
    Property and equipment:      
    Oil and natural gas properties, full cost method of accounting ($21,971 million and $8,659 million excluded from amortization at September 30, 2024 and December 31, 2023, respectively) ($4,771 million and $4,629 million related to Viper and $1,623 million and $1,769 million excluded from amortization related to Viper)   79,718       42,430  
    Other property, equipment and land   1,417       673  
    Accumulated depletion, depreciation, amortization and impairment ($1,016 million and $866 million related to Viper)   (18,082 )     (16,429 )
    Property and equipment, net   63,053       26,674  
    Funds held in escrow   43        
    Equity method investments   377       529  
    Derivative instruments   38       1  
    Deferred income taxes, net   62       45  
    Investment in real estate, net   81       84  
    Other assets   71       47  
    Total assets $ 65,747     $ 29,001  
    Liabilities and Stockholders’ Equity      
    Current liabilities:      
    Accounts payable – trade $ 198     $ 261  
    Accrued capital expenditures   641       493  
    Current maturities of long-term debt   1,000        
    Other accrued liabilities   857       475  
    Revenues and royalties payable   1,444       764  
    Derivative instruments   34       86  
    Income taxes payable   289       29  
    Total current liabilities   4,463       2,108  
    Long-term debt ($822 million and $1,083 million related to Viper)   11,923       6,641  
    Derivative instruments   79       122  
    Asset retirement obligations   493       239  
    Deferred income taxes   9,952       2,449  
    Other long-term liabilities   18       12  
    Total liabilities   26,928       11,571  
    Stockholders’ equity:      
    Common stock, $0.01 par value; 800,000,000 shares authorized; 292,742,664 and 178,723,871 shares issued and outstanding at September 30, 2024 and December 31, 2023, respectively   3       2  
    Additional paid-in capital   34,007       14,142  
    Retained earnings (accumulated deficit)   3,427       2,489  
    Accumulated other comprehensive income (loss)   (8 )     (8 )
    Total Diamondback Energy, Inc. stockholders’ equity   37,429       16,625  
    Non-controlling interest   1,390       805  
    Total equity   38,819       17,430  
    Total liabilities and stockholders’ equity $ 65,747     $ 29,001  
     
    Diamondback Energy, Inc.
    Condensed Consolidated Statements of Operations
    (unaudited, $ in millions except per share data, shares in thousands)
                   
      Three Months Ended September 30,   Nine Months Ended September 30,
        2024       2023       2024       2023  
    Revenues:              
    Oil, natural gas and natural gas liquid sales $ 2,354     $ 2,265     $ 6,629     $ 6,063  
    Sales of purchased oil   282       59       698       59  
    Other operating income   9       16       28       62  
    Total revenues   2,645       2,340       7,355       6,184  
    Costs and expenses:              
    Lease operating expenses   316       226       825       618  
    Production and ad valorem taxes   153       118       413       421  
    Gathering, processing and transportation   102       73       261       209  
    Purchased oil expense   280       59       696       59  
    Depreciation, depletion, amortization and accretion   742       442       1,694       1,277  
    General and administrative expenses   49       34       141       111  
    Merger and integration expense   258       1       273       11  
    Other operating expenses   35       47       68       113  
    Total costs and expenses   1,935       1,000       4,371       2,819  
    Income (loss) from operations   710       1,340       2,984       3,365  
    Other income (expense):              
    Interest expense, net   (18 )     (37 )     (101 )     (130 )
    Other income (expense), net   89       33       87       61  
    Gain (loss) on derivative instruments, net   131       (76 )     101       (358 )
    Gain (loss) on extinguishment of debt               2       (4 )
    Income (loss) from equity investments, net   6       9       23       39  
    Total other income (expense), net   208       (71 )     112       (392 )
    Income (loss) before income taxes   918       1,269       3,096       2,973  
    Provision for (benefit from) income taxes   210       276       685       648  
    Net income (loss)   708       993       2,411       2,325  
    Net income (loss) attributable to non-controlling interest   49       78       147       142  
    Net income (loss) attributable to Diamondback Energy, Inc. $ 659     $ 915     $ 2,264     $ 2,183  
                   
    Earnings (loss) per common share:              
    Basic $ 3.19     $ 5.07     $ 12.00     $ 12.01  
    Diluted $ 3.19     $ 5.07     $ 12.00     $ 12.01  
    Weighted average common shares outstanding:              
    Basic   204,730       178,872       187,253       180,400  
    Diluted   204,730       178,872       187,253       180,400  
     
    Diamondback Energy, Inc.
    Condensed Consolidated Statements of Cash Flows
    (unaudited, in millions)
                   
      Three Months Ended September 30,   Nine Months Ended September 30,
        2024       2023       2024       2023  
    Cash flows from operating activities:              
    Net income (loss) $ 708     $ 993     $ 2,411     $ 2,325  
    Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:              
    Provision for (benefit from) deferred income taxes   51       10       180       185  
    Depreciation, depletion, amortization and accretion   742       442       1,694       1,277  
    (Gain) loss on extinguishment of debt               (2 )     4  
    (Gain) loss on derivative instruments, net   (131 )     76       (101 )     358  
    Cash received (paid) on settlement of derivative instruments   (4 )     (24 )     (36 )     (62 )
    (Income) loss from equity investment, net   (6 )     (9 )     (23 )     (39 )
    Equity-based compensation expense   16       13       49       40  
    Other   20       3       77       (23 )
    Changes in operating assets and liabilities:              
    Accounts receivable   106       (256 )     61       (218 )
    Income tax receivable         103       12       267  
    Prepaid expenses and other current assets   (11 )     (8 )     78       5  
    Accounts payable and accrued liabilities   (395 )     (28 )     (490 )     46  
    Income taxes payable   (36 )     23       (51 )     4  
    Revenues and royalties payable   95       53       109       139  
    Other   54       (33 )     104       (12 )
       Net cash provided by (used in) operating activities   1,209       1,358       4,072       4,296  
    Cash flows from investing activities:              
    Drilling, completions, infrastructure and midstream additions to oil and natural gas properties   (688 )     (684 )     (1,934 )     (2,052 )
    Property acquisitions   (7,791 )     (168 )     (7,994 )     (1,193 )
    Proceeds from sale of assets   207       868       459       1,400  
    Other   106       (1 )     103       (14 )
       Net cash provided by (used in) investing activities   (8,166 )     15       (9,366 )     (1,859 )
    Cash flows from financing activities:              
    Proceeds under term loan agreement   1,000             1,000        
    Proceeds from borrowings under credit facilities   1,011       1,015       1,185       4,466  
    Repayments under credit facilities   (1,073 )     (1,332 )     (1,333 )     (4,368 )
    Proceeds from senior notes               5,500        
    Repayment of senior notes               (25 )     (134 )
    Repurchased shares under buyback program   (515 )     (56 )     (557 )     (709 )
    Repurchased shares/units under Viper’s buyback program         (10 )           (67 )
    Proceeds from partial sale of investment in Viper Energy, Inc.               451        
    Net proceeds from Viper’s issuance of common stock   476             476        
    Dividends paid to stockholders   (416 )     (149 )     (1,316 )     (841 )
    Dividends/distributions to non-controlling interest   (59 )     (25 )     (157 )     (84 )
    Other   (5 )     (7 )     (142 )     (34 )
       Net cash provided by (used in) financing activities   419       (564 )     5,082       (1,771 )
    Net increase (decrease) in cash and cash equivalents   (6,538 )     809       (212 )     666  
    Cash, cash equivalents and restricted cash at beginning of period   6,911       21       585       164  
    Cash, cash equivalents and restricted cash at end of period $ 373     $ 830     $ 373     $ 830  
     
    Diamondback Energy, Inc.
    Selected Operating Data
    (unaudited)
               
      Three Months Ended
      September 30, 2024   June 30, 2024   September 30, 2023
    Production Data:          
    Oil (MBbls)   29,537       25,129       24,482  
    Natural gas (MMcf)   66,519       51,310       49,423  
    Natural gas liquids (MBbls)   11,918       9,514       8,943  
    Combined volumes (MBOE)(1)   52,541       43,195       41,662  
               
    Daily oil volumes (BO/d)   321,054       276,143       266,109  
    Daily combined volumes (BOE/d)   571,098       474,670       452,848  
               
    Average Prices:          
    Oil ($ per Bbl) $ 73.13     $ 79.51     $ 81.57  
    Natural gas ($ per Mcf) $ (0.26 )   $ 0.10     $ 1.62  
    Natural gas liquids ($ per Bbl) $ 17.70     $ 17.97     $ 21.02  
    Combined ($ per BOE) $ 44.80     $ 50.33     $ 54.37  
               
    Oil, hedged ($ per Bbl)(2) $ 72.32     $ 78.55     $ 80.51  
    Natural gas, hedged ($ per Mcf)(2) $ 0.60     $ 1.03     $ 1.62  
    Natural gas liquids, hedged ($ per Bbl)(2) $ 17.70     $ 17.97     $ 21.02  
    Average price, hedged ($ per BOE)(2) $ 45.43     $ 50.89     $ 53.74  
               
    Average Costs per BOE:          
    Lease operating expenses $ 6.01     $ 5.88     $ 5.42  
    Production and ad valorem taxes   2.91       3.26       2.83  
    Gathering, processing and transportation expense   1.94       1.90       1.75  
    General and administrative – cash component   0.63       0.63       0.51  
    Total operating expense – cash $ 11.49     $ 11.67     $ 10.51  
               
    General and administrative – non-cash component $ 0.30     $ 0.44     $ 0.31  
    Depreciation, depletion, amortization and accretion per BOE $ 14.12     $ 11.18     $ 10.61  
    Interest expense, net $ 0.34     $ 1.02     $ 0.89  

    (1)   Bbl equivalents are calculated using a conversion rate of six Mcf per one Bbl.
    (2)   Hedged prices reflect the effect of our commodity derivative transactions on our average sales prices and include gains and losses on cash settlements for matured commodity derivatives, which we do not designate for hedge accounting. Hedged prices exclude gains or losses resulting from the early settlement of commodity derivative contracts.


    NON-GAAP FINANCIAL MEASURES

    ADJUSTED EBITDA

    Adjusted EBITDA is a supplemental non-GAAP financial measure that is used by management and external users of our financial statements, such as industry analysts, investors, lenders and rating agencies. The Company defines Adjusted EBITDA as net income (loss) attributable to Diamondback Energy, Inc., plus net income (loss) attributable to non-controlling interest (“net income (loss)”) before non-cash (gain) loss on derivative instruments, net, interest expense, net, depreciation, depletion, amortization and accretion, depreciation and interest expense related to equity method investments, (gain) loss on extinguishment of debt, if any, non-cash equity-based compensation expense, capitalized equity-based compensation expense, merger and integration expenses, other non-cash transactions and provision for (benefit from) income taxes, if any. Adjusted EBITDA is not a measure of net income as determined by United States generally accepted accounting principles (“GAAP”). Management believes Adjusted EBITDA is useful because the measure allows it to more effectively evaluate the Company’s operating performance and compare the results of its operations from period to period without regard to its financing methods or capital structure. The Company adds the items listed above to net income (loss) to determine Adjusted EBITDA because these amounts can vary substantially from company to company within its industry depending upon accounting methods and book values of assets, capital structures and the method by which the assets were acquired. Further, the Company excludes the effects of significant transactions that may affect earnings but are unpredictable in nature, timing and amount, although they may recur in different reporting periods. Adjusted EBITDA should not be considered as an alternative to, or more meaningful than, net income as determined in accordance with GAAP or as an indicator of the Company’s operating performance or liquidity. Certain items excluded from Adjusted EBITDA are significant components in understanding and assessing a company’s financial performance, such as a company’s cost of capital and tax structure, as well as the historic costs of depreciable assets. The Company’s computation of Adjusted EBITDA may not be comparable to other similarly titled measures of other companies or to such measure in our credit facility or any of our other contracts.

    The following tables present a reconciliation of the GAAP financial measure of net income (loss) attributable to Diamondback Energy, Inc. to the non-GAAP financial measure of Adjusted EBITDA:

    Diamondback Energy, Inc.
    Reconciliation of Net Income (Loss) to Adjusted EBITDA
    (unaudited, in millions)
               
      Three Months Ended
      September 30, 2024   June 30, 2024   September 30, 2023
    Net income (loss) attributable to Diamondback Energy, Inc. $ 659     $ 837     $ 915  
    Net income (loss) attributable to non-controlling interest   49       57       78  
    Net income (loss)   708       894       993  
    Non-cash (gain) loss on derivative instruments, net   (135 )     (46 )     52  
    Interest expense, net   18       44       37  
    Depreciation, depletion, amortization and accretion   742       483       442  
    Depreciation and interest expense related to equity method investments   15       23       18  
    Non-cash equity-based compensation expense   24       26       21  
    Capitalized equity-based compensation expense   (8 )     (7 )     (8 )
    Merger and integration expenses   258       3       1  
    Other non-cash transactions   (72 )     6       (12 )
    Provision for (benefit from) income taxes   210       252       276  
    Consolidated Adjusted EBITDA   1,760       1,678       1,820  
    Less: Adjustment for non-controlling interest   104       103       78  
    Adjusted EBITDA attributable to Diamondback Energy, Inc. $ 1,656     $ 1,575     $ 1,742  


    ADJUSTED NET INCOME

    Adjusted net income is a non-GAAP financial measure equal to net income (loss) attributable to Diamondback Energy, Inc. plus net income (loss) attributable to non-controlling interest (“net income (loss)”) adjusted for non-cash (gain) loss on derivative instruments, net, (gain) loss on extinguishment of debt, if any, merger and integration expense, other non-cash transactions and related income tax adjustments, if any. The Company’s computation of adjusted net income may not be comparable to other similarly titled measures of other companies or to such measure in our credit facility or any of our other contracts. Management believes adjusted net income helps investors in the oil and natural gas industry to measure and compare the Company’s performance to other oil and natural gas companies by excluding from the calculation items that can vary significantly from company to company depending upon accounting methods, the book value of assets and other non-operational factors. Further, in order to allow investors to compare the Company’s performance across periods, the Company excludes the effects of significant transactions that may affect earnings but are unpredictable in nature, timing and amount, although they may recur in different reporting periods.

    The following table presents a reconciliation of the GAAP financial measure of net income (loss) attributable to Diamondback Energy, Inc. to the non-GAAP measure of adjusted net income:

    Diamondback Energy, Inc.
    Adjusted Net Income
    (unaudited, $ in millions except per share data, shares in thousands)
       
      Three Months Ended September 30, 2024
      Amounts   Amounts Per
    Diluted Share
    Net income (loss) attributable to Diamondback Energy, Inc.(1) $ 659     $ 3.19  
    Net income (loss) attributable to non-controlling interest   49       0.24  
    Net income (loss)(1)   708       3.43  
    Non-cash (gain) loss on derivative instruments, net   (135 )     (0.66 )
    Merger and integration expense   258       1.26  
    Other non-cash transactions   (72 )     (0.35 )
    Adjusted net income excluding above items(1)   759       3.68  
    Income tax adjustment for above items   (12 )     (0.06 )
    Adjusted net income(1)   747       3.62  
    Less: Adjusted net income attributable to non-controlling interest   49       0.24  
    Adjusted net income attributable to Diamondback Energy, Inc.(1) $ 698     $ 3.38  
           
    Weighted average common shares outstanding:      
    Basic     204,730  
    Diluted     204,730  

    (1) The Company’s earnings (loss) per diluted share amount has been computed using the two-class method in accordance with GAAP. The two-class method is an earnings allocation which reflects the respective ownership among holders of common stock and participating securities. Diluted earnings per share using the two-class method is calculated as (i) net income attributable to Diamondback Energy, Inc, (ii) less the reallocation of $6 million in earnings attributable to participating securities, (iii) divided by diluted weighted average common shares outstanding.


    OPERATING CASH FLOW BEFORE WORKING CAPITAL CHANGES AND FREE CASH FLOW

    Operating cash flow before working capital changes, which is a non-GAAP financial measure, represents net cash provided by operating activities as determined under GAAP without regard to changes in operating assets and liabilities. The Company believes operating cash flow before working capital changes is a useful measure of an oil and natural gas company’s ability to generate cash used to fund exploration, development and acquisition activities and service debt or pay dividends. The Company also uses this measure because changes in operating assets and liabilities relate to the timing of cash receipts and disbursements that the Company may not control and may not relate to the period in which the operating activities occurred. This allows the Company to compare its operating performance with that of other companies without regard to financing methods and capital structure.

    Free Cash Flow, which is a non-GAAP financial measure, is cash flow from operating activities before changes in working capital in excess of cash capital expenditures. The Company believes that Free Cash Flow is useful to investors as it provides measures to compare both cash flow from operating activities and additions to oil and natural gas properties across periods on a consistent basis as adjusted for non-recurring tax impacts from divestitures, merger and integration expenses, the early termination of derivative contracts and settlements of treasury locks. These measures should not be considered as an alternative to, or more meaningful than, net cash provided by operating activities as an indicator of operating performance. The Company’s computation of Free Cash Flow may not be comparable to other similarly titled measures of other companies. The Company uses Free Cash Flow to reduce debt, as well as return capital to stockholders as determined by the Board of Directors.

    The following tables present a reconciliation of the GAAP financial measure of net cash provided by operating activities to the non-GAAP measure of operating cash flow before working capital changes and to the non-GAAP measure of Free Cash Flow:

    Diamondback Energy, Inc.
    Operating Cash Flow Before Working Capital Changes and Free Cash Flow
    (unaudited, in millions)
                   
      Three Months Ended September 30,   Nine Months Ended September 30,
        2024       2023       2024       2023  
    Net cash provided by operating activities $ 1,209     $ 1,358     $ 4,072     $ 4,296  
    Less: Changes in cash due to changes in operating assets and liabilities:              
    Accounts receivable   106       (256 )     61       (218 )
    Income tax receivable         103       12       267  
    Prepaid expenses and other current assets   (11 )     (8 )     78       5  
    Accounts payable and accrued liabilities   (395 )     (28 )     (490 )     46  
    Income taxes payable   (36 )     23       (51 )     4  
    Revenues and royalties payable   95       53       109       139  
    Other   54       (33 )     104       (12 )
    Total working capital changes   (187 )     (146 )     (177 )     231  
    Operating cash flow before working capital changes   1,396       1,504       4,249       4,065  
    Drilling, completions, infrastructure and midstream additions to oil and natural gas properties   (688 )     (684 )     (1,934 )     (2,052 )
    Total Cash CAPEX   (688 )     (684 )     (1,934 )     (2,052 )
    Free Cash Flow   708       820       2,315       2,013  
    Tax impact from divestitures(1)         64             64  
    Merger and integration expenses   258             273        
    Early termination of derivatives   37             37        
    Treasury locks               25        
    Adjusted Free Cash Flow $ 1,003     $ 884     $ 2,650     $ 2,077  

    (1) Includes the tax impact for the disposal of certain Midland Basin water assets and Delaware Basin oil gathering assets.


    NET DEBT

    The Company defines the non-GAAP measure of net debt as total debt (excluding debt issuance costs, discounts, premiums and unamortized basis adjustments) less cash and cash equivalents. Net debt should not be considered an alternative to, or more meaningful than, total debt, the most directly comparable GAAP measure. Management uses net debt to determine the Company’s outstanding debt obligations that would not be readily satisfied by its cash and cash equivalents on hand. The Company believes this metric is useful to analysts and investors in determining the Company’s leverage position because the Company has the ability to, and may decide to, use a portion of its cash and cash equivalents to reduce debt.

    Diamondback Energy, Inc.
    Net Debt
    (unaudited, in millions)
                           
      September 30,
    2024
      Net Q3
    Principal
    Borrowings/
    (Repayments)
      June 30,
    2024
      March 31,
    2024
      December 31,
    2023
      September 30,
    2023
      (in millions)
    Diamondback Energy, Inc.(1) $ 12,284     $ 1,115     $ 11,169     $ 5,669     $ 5,697     $ 5,697  
    Viper Energy, Inc.(1)   830       (177 )     1,007       1,103       1,093       680  
    Total debt   13,114     $ 938       12,176       6,772       6,790       6,377  
    Cash and cash equivalents   (370 )         (6,908 )     (896 )     (582 )     (827 )
    Net debt $ 12,744         $ 5,268     $ 5,876     $ 6,208     $ 5,550  

    (1)  Excludes debt issuance costs, discounts, premiums and unamortized basis adjustments.


    DERIVATIVES

    As of November 1, 2024, the Company had the following outstanding consolidated derivative contracts, including derivative contracts at Viper Energy, Inc. The Company’s derivative contracts are based upon reported settlement prices on commodity exchanges, with crude oil derivative settlements based on New York Mercantile Exchange West Texas Intermediate pricing and Crude Oil Brent pricing and with natural gas derivative settlements based on the New York Mercantile Exchange Henry Hub pricing. When aggregating multiple contracts, the weighted average contract price is disclosed.

      Crude Oil (Bbls/day, $/Bbl)
      Q4 2024   Q1 2025   Q2 2025   Q3 2025   Q4 2025   FY2026
    Long Puts – Crude Brent Oil 82,000   52,000   33,000   10,000    
    Long Put Price ($/Bbl) $57.44   $60.00   $60.00   $60.00    
    Deferred Premium ($/Bbl) $-1.52   $-1.48   $-1.50   $-1.63    
    Long Puts – WTI (Magellan East Houston) 35,000   58,000   46,000   22,000    
    Long Put Price ($/Bbl) $57.57   $56.21   $55.22   $55.00    
    Deferred Premium ($/Bbl) $-1.61   $-1.58   $-1.56   $-1.64    
    Long Puts – WTI (Cushing) 125,000   138,000   109,000   38,000    
    Long Put Price ($/Bbl) $57.28   $56.63   $55.73   $55.00    
    Deferred Premium ($/Bbl) $-1.61   $-1.58   $-1.56   $-1.50    
    Costless Collars – WTI (Cushing) 46,000   13,000        
    Long Put Price ($/Bbl) $60.87   $60.00        
    Short Call Price ($/Bbl) $89.91   $89.55        
    Basis Swaps – WTI (Midland) 43,000   58,000   45,000   45,000   45,000  
    $1.18   $1.10   $1.08   $1.08   $1.08  
    Roll Swaps – WTI 40,000          
    $0.82          
      Natural Gas (Mmbtu/day, $/Mmbtu)
      Q4 2024   Q1 2025   Q2 2025   Q3 2025   Q4 2025   FY 2026
    Costless Collars – Henry Hub 398,261   690,000   630,000   630,000   630,000   80,000
    Long Put Price ($/Mmbtu) $2.78   $2.53   $2.49   $2.49   $2.49   $2.50
    Ceiling Price ($/Mmbtu) $6.53   $5.41   $5.46   $5.46   $5.46   $5.95
    Natural Gas Swaps – Henry Hub 13,370          
    $3.23          
    Natural Gas Basis Swaps – Waha Hub 471,630   650,000   590,000   590,000   590,000   10,000
    $-1.11   $-0.80   $-0.83   $-0.83   $-0.83   $-1.25

    Investor Contact:
    Adam Lawlis
    +1 432.221.7467
    alawlis@diamondbackenergy.com

    The MIL Network

  • MIL-OSI: HighPeak Energy, Inc. Announces Third Quarter 2024 Financial and Operating Results

    Source: GlobeNewswire (MIL-OSI)

    FORT WORTH, Texas, Nov. 04, 2024 (GLOBE NEWSWIRE) — HighPeak Energy, Inc. (“HighPeak” or the “Company”) (NASDAQ: HPK) today announced financial and operating results for the quarter and nine months ended September 30, 2024, and provided updated 2024 production guidance.

    Highlights
    Third Quarter 2024

    • Sales volumes averaged 51,346 barrels of crude oil equivalent per day (“Boe/d”), consisting of 88% liquids (crude oil and NGL), representing a 6% increase over the second quarter 2024.
    • Net income was $49.9 million, or $0.35 per diluted share, and EBITDAX (a non-GAAP financial measure defined and reconciled below) was $214.3 million, or $1.51 per diluted share.
    • Generated free cash flow (a non-GAAP financial measure defined and reconciled below) of $36.1 million, which marks the fifth consecutive quarter of positive free cash flow generation.
    • The Company reduced long-term debt by $30 million during the third quarter and has reduced long-term debt by $90 million year-to-date, paid a quarterly dividend of $0.04 per share and continued to execute its share buyback plan by repurchasing over 870,000 shares during the third quarter.

    Recent Events

    • Increased 2024 average production guidance by more than 5% from the second quarter guidance revision and 10% from our original 2024 guidance to a range of 48,000 to 51,000 Boe/d expected for the full year 2024.
    • On November 4, 2024, the Company’s Board of Directors declared a quarterly dividend of $0.04 per common share outstanding payable in December 2024.

    Statement from HighPeak Chairman and CEO, Jack Hightower:

    “We promised this would be a year marked by steady and reliable achievements, and I am proud we have continued to demonstrate that commitment. There are three main takeaways from our third quarter results. First, our current well performance has led us to increase our full year production guidance 10% higher than originally projected. Second, our operations team continues to tighten costs, resulting in more capital and operating efficiencies across the corporate structure. Third, we continue to generate free cash flow, more than $200 million over the last five quarters, which in turn has strengthened our balance sheet and positioned us to take advantage of opportunities that increase shareholder value.

    “With HighPeak’s core values of maintaining disciplined operations, strengthening our balance sheet and maximizing value for our shareholders, we will finish strong in 2024 and set the course for continued momentum in 2025. Concurrently, we will remain diligent in our strategic alternatives process, with the goal of identifying a line of sight that will realize optimal value of this high quality asset.”

    Third Quarter 2024 Operational Update

    HighPeak’s sales volumes during the third quarter of 2024 averaged 51,346 Boe/d, a 6% increase over second quarter of 2024. Third quarter sales volumes consisted of approximately 88% liquids (crude oil and NGL).

    The Company ran two drilling rigs and one frac crew during the third quarter, drilled 17 gross (16.9 net) horizontal wells and completed 14 gross (10.5 net) producing horizontal wells. At September 30, 2024, the Company had 24 gross (23.9 net) horizontal wells and 1 gross (1.0 net) salt-water disposal well in various stages of drilling and completion.

    HighPeak President, Michael Hollis, commented,

    “The third quarter was another operationally disciplined, beat-and-raise quarter for HighPeak Energy. We increased the midpoint of our yearly production guide by an additional 5%, which is up 10% from our original guide. We also have exciting results both in our northern extension areas and our first well in the Middle Spraberry zone. The results of these successful wells bolster our massive runway of over 1,150 sub $50 oil breakeven drilling location inventory. At our current development cadence, that is over two decades of highly economic inventory.

    “As most are aware, there are structural differences between the Delaware and the Midland Basins that results in the D,C&E cost to be less in the Midland Basin. These structural differences of depth, pressure and horse-power requirements for stimulation can lead to over $3 million of savings per well. HighPeak’s acreage enjoys similar structural differences compared with the more central portions of the Midland Basin. HighPeak’s D,C&E costs are roughly $2 million dollars cheaper per well than average Midland Basin wells. Generating similar oil recoveries for roughly 25% less cost per foot, generates superior returns. Sustaining this for decades will drive significant shareholder value.

    “The HighPeak team continues to be focused on reducing operational and capital costs. All the hard work and effort over the last few years is now paying off. HighPeak lowered the midpoint of its 2024 LOE guide by 12.5% last quarter and we reaffirm our LOE range and tightened capital expenditure range for 2024. As continuous improvement is in our DNA, we look forward to achieving additional efficiency gains in 2025.”

    Third Quarter 2024 Financial Results

    HighPeak reported net income of $49.9 million for the third quarter of 2024, or $0.35 per diluted share. The Company reported EBITDAX of $214.3 million, or $1.51 per diluted share.

    Third quarter average realized prices were $75.99 per barrel (“$/Bbl”) of crude oil, $21.14 per barrel of NGL and $0.42 per Mcf of natural gas, resulting in an overall realized price of $57.49 per Boe, or 76.3% of the weighted average of NYMEX crude oil prices, excluding the effects of derivatives. HighPeak’s cash costs for the third quarter were $11.81 per Boe, including lease operating expenses of $7.12 per Boe, workover expenses of $0.38 per Boe, production and ad valorem taxes of $3.26 per Boe and G&A expenses of $1.05 per Boe. As a result, the Company’s unhedged EBITDAX per Boe was $45.68, or 79.5% of the overall realized price per Boe for the quarter, excluding the effects of derivatives.

    HighPeak’s third quarter 2024 capital expenditures to drill, complete, equip, provide facilities and for infrastructure were $140.0 million. 

    Dividends

    During the third quarter of 2024, HighPeak’s Board of Directors approved a quarterly dividend of $0.04 per share, or $5.0 million in dividends paid to stockholders during the quarter. In addition, in November 2024, the Company’s Board of Directors declared a quarterly dividend of $0.04 per share, or approximately $5.0 million in dividends, to be paid on December 23, 2024 to stockholders of record on December 2, 2024.

    Conference Call

    HighPeak will host a conference call and webcast on Tuesday, November 5, 2024, at 10:00 a.m. Central Time for investors and analysts to discuss its results for the third quarter of 2024. Conference call participants may register for the call here. Access to the live audio-only webcast and replay of the earnings release conference call may be found here. A live broadcast of the earnings conference call will also be available on the HighPeak Energy website at www.highpeakenergy.com under the “Investors” section of the website. A replay will also be available on the website following the call.

    When available, a copy of the Company’s earnings release, investor presentation and Quarterly Report on Form 10-Q may be found on its website at www.highpeakenergy.com.

    About HighPeak Energy, Inc.

    HighPeak Energy, Inc. is a publicly traded independent crude oil and natural gas company, headquartered in Fort Worth, Texas, focused on the acquisition, development, exploration and exploitation of unconventional crude oil and natural gas reserves in the Midland Basin in West Texas. For more information, please visit our website at www.highpeakenergy.com.

    Cautionary Note Regarding Forward-Looking Statements

    The information in this press release contains forward-looking statements that involve risks and uncertainties. When used in this document, the words “believes,” “plans,” “expects,” “anticipates,” “forecasts,” “intends,” “continue,” “may,” “will,” “could,” “should,” “future,” “potential,” “estimate” or the negative of such terms and similar expressions as they relate to HighPeak Energy, Inc. (“HighPeak Energy,” the “Company” or the “Successor”) are intended to identify forward-looking statements, which are generally not historical in nature. The forward-looking statements are based on the Company’s current expectations, assumptions, estimates and projections about the Company and the industry in which the Company operates. Although the Company believes that the expectations and assumptions reflected in the forward-looking statements are reasonable as and when made, they involve risks and uncertainties that are difficult to predict and, in many cases, beyond the Company’s control. For example, the Company’s review of strategic alternatives may not result in a sale of the Company, a recommendation that a transaction occur or result in a completed transaction, and any transaction that occurs may not increase shareholder value, in each case as a result of such risks and uncertainties.

    These risks and uncertainties include, among other things, the results of the strategic review being undertaken by the Company’s Board and the interest of prospective counterparties, the Company’s ability to realize the results contemplated by its 2024 guidance, volatility of commodity prices, product supply and demand, the impact of a widespread outbreak of an illness, such as the coronavirus disease pandemic, on global and U.S. economic activity, competition, the ability to obtain environmental and other permits and the timing thereof, other government regulation or action, the ability to obtain approvals from third parties and negotiate agreements with third parties on mutually acceptable terms, litigation, the costs and results of drilling and operations, availability of equipment, services, resources and personnel required to perform the Company’s drilling and operating activities, access to and availability of transportation, processing, fractionation, refining and storage facilities, HighPeak Energy’s ability to replace reserves, implement its business plans or complete its development activities as scheduled, access to and cost of capital, the financial strength of counterparties to any credit facility and derivative contracts entered into by HighPeak Energy, if any, and purchasers of HighPeak Energy’s oil, natural gas liquids and natural gas production, uncertainties about estimates of reserves, identification of drilling locations and the ability to add proved reserves in the future, the assumptions underlying forecasts, including forecasts of production, expenses, cash flow from sales of oil and gas and tax rates, quality of technical data, environmental and weather risks, including the possible impacts of climate change, cybersecurity risks and acts of war or terrorism. These and other risks are described in the Company’s Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, and Current Reports on Form 8-K and other filings with the SEC. The Company undertakes no duty to publicly update these statements except as required by law.

    Reserve engineering is a process of estimating underground accumulations of hydrocarbons that cannot be measured in an exact way. The accuracy of any reserve estimate depends on the quality of available data, the interpretation of such data and price and cost assumptions made by reserve engineers. Reserves estimates included herein may not be indicative of the level of reserves or PV-10 value of oil and natural gas production in the future. In addition, the results of drilling, testing and production activities may justify revisions of estimates that were made previously. If significant, such revisions could impact HighPeak’s strategy and change the schedule of any further production and development drilling. Accordingly, reserve estimates may differ significantly from the quantities of oil and natural gas that are ultimately recovered.

    Use of Projections

    The financial, operational, industry and market projections, estimates and targets in this press release and in the Company’s guidance (including production, operating expenses and capital expenditures in future periods) are based on assumptions that are inherently subject to significant uncertainties and contingencies, many of which are beyond the Company’s control. The assumptions and estimates underlying the projected, expected or target results are inherently uncertain and are subject to a wide variety of significant business, economic, regulatory and competitive risks and uncertainties that could cause actual results to differ materially from those contained in the financial, operational, industry and market projections, estimates and targets, including assumptions, risks and uncertainties described in “Cautionary Note Regarding Forward-Looking Statements” above. These projections are speculative by their nature and, accordingly, are subject to significant risk of not being actually realized by the Company. Projected results of the Company for 2024 are particularly speculative and subject to change. Actual results may vary materially from the current projections, including for reasons beyond the Company’s control. The projections are based on current expectations and available information as of the date of this release. The Company undertakes no duty to publicly update these projections except as required by law.

    Drilling Locations

    The Company has estimated its drilling locations based on well spacing assumptions and upon the evaluation of its drilling results and those of other operators in its area, combined with its interpretation of available geologic and engineering data. The drilling locations actually drilled on the Company’s properties will depend on the availability of capital, regulatory approvals, commodity prices, costs, actual drilling results and other factors. Any drilling activities conducted on these identified locations may not be successful and may not result in additional proved reserves. Further, to the extent the drilling locations are associated with acreage that expires, the Company would lose its right to develop the related locations.

           
    HighPeak Energy, Inc.
    Unaudited Condensed Consolidated Balance Sheet Data
    (In thousands)
           
      September 30, 2024   December 31, 2023
    Current assets:          
    Cash and cash equivalents $ 135,573     $ 194,515  
    Accounts receivable   76,444       94,589  
    Derivative instruments   24,843       31,480  
    Inventory   7,966       7,254  
    Prepaid expenses   3,921       995  
    Total current assets   248,747       328,833  
    Crude oil and natural gas properties, using the successful efforts method of accounting:          
    Proved properties   3,798,128       3,338,107  
    Unproved properties   75,088       72,715  
    Accumulated depletion, depreciation and amortization   (1,079,113 )     (684,179 )
    Total crude oil and natural gas properties, net   2,794,103       2,726,643  
    Other property and equipment, net   3,483       3,572  
    Derivative instruments         16,059  
    Other noncurrent assets   15,133       5,684  
    Total assets $ 3,061,466     $ 3,080,791  
               
    Current liabilities:          
    Current portion of long-term debt, net $ 120,000     $ 120,000  
    Accounts payable – trade   52,557       63,583  
    Accrued capital expenditures   30,388       39,231  
    Revenues and royalties payable   28,532       29,724  
    Other accrued liabilities   25,499       19,613  
    Derivative instruments   1,937       13,054  
    Advances from joint interest owners   425       262  
    Operating leases   290       528  
    Accrued interest         1,398  
    Total current liabilities   259,628       287,393  
    Noncurrent liabilities:          
    Long-term debt, net   953,825       1,030,299  
    Deferred income taxes   227,966       197,068  
    Asset retirement obligations   14,231       13,245  
    Operating leases   126        
    Derivative instruments         65  
    Commitments and contingencies          
               
    Stockholders’ equity          
    Common stock   13       13  
    Additional paid-in capital   1,173,231       1,189,424  
    Retained earnings   432,446       363,284  
    Total stockholders’ equity   1,605,690       1,552,721  
    Total liabilities and stockholders’ equity $ 3,061,466     $ 3,080,791  
               
    HighPeak Energy, Inc.
    Unaudited Condensed Consolidated Statements of Operations
    (in thousands, except per share data)
                 
      Three Months Ended September 30,   Nine Months Ended September 30,
      2024   2023   2024   2023
    Operating revenues:                      
    Crude oil sales $ 270,636     $ 338,372     $ 827,595     $ 790,458  
    NGL and natural gas sales   942       7,214       7,013       19,682  
    Total operating revenues   271,578       345,586       834,608       810,140  
    Operating costs and expenses:                      
    Crude oil and natural gas production   35,413       39,820       98,482       107,696  
    Production and ad valorem taxes   15,412       18,839       46,410       44,395  
    Exploration and abandonments   362       1,728       1,027       4,372  
    Depletion, depreciation and amortization   136,578       117,420       395,121       291,562  
    Accretion of discount   241       122       722       360  
    General and administrative   4,971       6,934       14,391       11,952  
    Stock-based compensation   3,753       14,057       11,326       22,095  
    Total operating costs and expenses   196,730       198,920       567,479       482,432  
    Other expense   1,404       540       3,405       8,042  
    Income from operations   73,444       146,126       263,724       319,666  
    Interest income   2,172       730       6,964       923  
    Interest expense   (42,579 )     (37,022 )     (129,204 )     (103,278 )
    Loss on derivative instruments, net   32,334       (29,655 )     (23,411 )     (30,898 )
    Loss on extinguishment of debt         (27,300 )           (27,300 )
    Income before income taxes   65,371       52,879       118,073       159,113  
    Income tax expense   15,438       14,100       31,985       38,251  
    Net income $ 49,933     $ 38,779     $ 86,088     $ 120,862  
                           
    Earnings per share:                      
    Basic net income $ 0.36     $ 0.28     $ 0.62     $ 0.94  
    Diluted net income $ 0.35     $ 0.28     $ 0.60     $ 0.90  
                           
    Weighted average shares outstanding:                      
    Basic   124,988       123,159       125,595       115,164  
    Diluted   129,094       127,006       129,581       120,531  
                           
    Dividends declared per share $ 0.04     $ 0.025     $ 0.12     $ 0.075  
                                   

     

    HighPeak Energy, Inc.
    Unaudited Condensed Consolidated Statements of Cash Flows
    (in thousands)
               
      Nine Months Ended September 30,
      2024   2023
    CASH FLOWS FROM OPERATING ACTIVITIES:          
    Net income $ 86,088     $ 120,862  
    Adjustments to reconcile net income to net cash provided by operations:          
    Provision for deferred income taxes   30,898       38,251  
    Loss on extinguishment of debt         27,300  
    Loss on derivative instruments   23,411       30,898  
    Cash paid on settlement of derivative instruments   (11,897 )     (21,032 )
    Amortization of debt issuance costs   6,199       9,352  
    Amortization of original issue discounts on long-term debt   7,385       12,660  
    Stock-based compensation expense   11,326       22,095  
    Accretion expense   722       360  
    Depletion, depreciation and amortization expense   395,121       291,562  
    Exploration and abandonment expense   386       3,747  
    Changes in operating assets and liabilities:          
    Accounts receivable   18,145       (29,385 )
    Prepaid expenses, inventory and other assets   (12,387 )     (1,628 )
    Accounts payable, accrued liabilities and other current liabilities   (4,524 )     16,700  
    Net cash provided by operating activities   550,873       521,742  
    CASH FLOWS FROM INVESTING ACTIVITIES:          
    Additions to crude oil and natural gas properties   (452,148 )     (840,663 )
    Changes in working capital associated with crude oil and natural gas property additions   (13,214 )     (86,468 )
    Acquisitions of crude oil and natural gas properties   (10,367 )     (9,602 )
    Proceeds from sales of properties   118        
    Deposit and other costs related to pending acquisitions         (409 )
    Other property additions   (216 )     (103 )
    Net cash used in investing activities   (475,827 )     (937,245 )
    CASH FLOWS FROM FINANCING ACTIVITIES:          
    Repayments under Term Loan Credit Agreement   (90,000 )      
    Repurchased shares under buyback program   (27,247 )      
    Dividends paid   (15,082 )     (8,706 )
    Dividend equivalents paid   (1,602 )     (903 )
    Debt issuance costs   (58 )     (26,401 )
    Proceeds from exercises of warrants   1       1,728  
    Borrowings under Term Loan Credit Agreement         1,170,000  
    Repayments under Prior Credit Agreement         (525,000 )
    Repayments of 10.000% Senior Notes and 10.625% Senior Notes         (475,000 )
    Borrowings under Prior Credit Agreement         255,000  
    Proceeds from issuance of common stock         155,768  
    Stock offering costs         (5,371 )
    Premium on extinguishment of debt         (4,457 )
    Proceeds from exercises of stock options         148  
    Net cash (used in) provided by financing activities   (133,988 )     536,806  
    Net (decrease) increase in cash and cash equivalents   (58,942 )     121,303  
    Cash and cash equivalents, beginning of period   194,515       30,504  
    Cash and cash equivalents, end of period $ 135,573     $ 151,807  
               
    HighPeak Energy, Inc.
    Unaudited Summary Operating Highlights
                           
      Three Months Ended September 30,   Nine Months Ended September 30,
      2024   2023   2024   2023
    Average Daily Sales Volumes:                      
    Crude oil (Bbls)   38,710       44,381       38,581       37,171  
    NGLs (Bbls)   6,497       4,708       5,890       3,895  
    Natural gas (Mcf)   36,831       21,716       32,418       18,221  
    Total (Boe)   51,346       52,708       49,874       44,102  
                           
    Average Realized Prices (excluding effects of derivatives):                      
    Crude oil per Bbl $ 75.99     $ 82.87     $ 78.29     $ 77.90  
    NGL per Bbl $ 21.14     $ 20.08     $ 21.96     $ 22.23  
    Natural gas per Mcf $ 0.42     $ 1.89     $ 0.58     $ 1.58  
    Total per Boe $ 57.49     $ 71.27     $ 61.07     $ 67.29  
                           
    Margin Data ($ per Boe):                      
    Average price, excluding effects of derivatives $ 57.49     $ 71.27     $ 61.07     $ 67.29  
    Lease operating expenses   (7.12 )     (7.87 )     (6.74 )     (8.23 )
    Expense workovers   (0.38 )     (0.34 )     (0.47 )     (0.71 )
    Production and ad valorem taxes   (3.26 )     (3.89 )     (3.40 )     (3.69 )
    General and administrative expenses   (1.05 )     (1.43 )     (1.05 )     (0.99 )
      $ 45.68     $ 57.74     $ 49.41     $ 53.67  
                           
    HighPeak Energy, Inc.
    Unaudited Earnings Per Share Details
                           
      Three Months Ended September 30,   Nine Months Ended September 30,
      2024   2023   2024   2023
    Net income as reported $ 49,933     $ 38,779     $ 86,088     $ 120,862  
    Participating basic earnings   (4,835 )     (3,771 )     (8,280 )     (12,413 )
    Basic earnings attributable to common shareholders   45,098       35,008       77,808       108,449  
    Reallocation of participating earnings   66       54       102       192  
    Diluted net income attributable to common shareholders $ 45,164     $ 35,062     $ 77,910     $ 108,641  
                           
    Basic weighted average shares outstanding   124,988       123,159       125,595       115,164  
    Dilutive warrants and unvested stock options   1,952       1,688       1,832       3,208  
    Dilutive unvested restricted stock   2,154       2,159       2,154       2,159  
    Diluted weighted average shares outstanding   129,094       127,006       129,581       120,531  
                           
    Net income per share attributable to common shareholders:                      
    Basic $ 0.36     $ 0.28     $ 0.62     $ 0.94  
    Diluted $ 0.35     $ 0.28     $ 0.60     $ 0.90  
                           
    HighPeak Energy, Inc.
    Unaudited Reconciliation of Net Income to EBITDAX, Discretionary Cash Flow and Net Cash Provided by Operations
    (in thousands)
                 
      Three Months Ended September 30,   Nine Months Ended September 30,
      2024   2023   2024   2023
    Net income $ 49,933     $ 38,779     $ 86,088     $ 120,862  
    Interest expense   42,579       37,022       129,204       103,278  
    Interest income   (2,172 )     (730 )     (6,964 )     (923 )
    Income tax expense   15,438       14,100       31,985       38,251  
    Depletion, depreciation and amortization   136,578       117,420       395,121       291,562  
    Accretion of discount   241       122       722       360  
    Exploration and abandonment expense   362       1,728       1,027       4,372  
    Stock based compensation   3,753       14,057       11,326       22,095  
    Derivative related noncash activity   (33,775 )     15,883       11,514       9,866  
    Loss on extinguishment of debt         27,300             27,300  
    Other expense   1,404       540       3,405       8,042  
    EBITDAX   214,341       266,221       663,428       625,065  
    Cash interest expense   (38,020 )     (33,798 )     (115,620 )     (85,723 )
    Other (a)   53       4,480       1,831       (3,287 )
    Discretionary cash flow   176,374       236,903       549,639       536,055  
    Changes in operating assets and liabilities   729       (78,837 )     1,234       (14,313 )
    Net cash provided by operating activities $ 177,103     $ 158,066     $ 550,873     $ 521,742  
                           
    (a) includes interest and other income net of current tax expense, other expense and operating portion of exploration and abandonment expenses.
     
    HighPeak Energy, Inc.
    Unaudited Free Cash Flow Reconciliation
    (in thousands)
               
      Three Months Ended September 30, 2024   Nine Months Ended September 30, 2024
               
    Net cash provided by operating activities $ 177,103     $ 550,873  
    Changes in operating assets and liabilities   (729 )     (1,234 )
    Discretionary cash flow   176,374       549,639  
    Less: Additions to crude oil and natural gas properties (excluding acquisitions)   (140,251 )     (452,148 )
    Free cash flow $ 36,123     $ 97,491  
               

    Investor Contact:

    Ryan Hightower
    Vice President, Business Development
    817.850.9204
    rhightower@highpeakenergy.com

    Source: HighPeak Energy, Inc.

    The MIL Network

  • MIL-OSI: Letter to Stockholders Issued By Diamondback Energy, Inc.

    Source: GlobeNewswire (MIL-OSI)

    MIDLAND, Texas, Nov. 04, 2024 (GLOBE NEWSWIRE) —

    Diamondback Stockholders,

    This letter is meant to be a supplement to our earnings release and is being furnished to the Securities and Exchange Commission (SEC) and released to our stockholders simultaneously with our earnings release. Please see the information regarding forward-looking statements and non-GAAP financial information included at the end of this letter.

    Endeavor Closing:
    Diamondback closed the Endeavor transaction on September 10th, which began the next chapter of the Company’s short history. In just under two months, the Diamondback and Endeavor teams have worked quickly towards a seamless integration. We onboarded more than 1,000 employees, moved over 650 combined offices and began working as one functional organization in the first week post-close.

    The teams have already begun sharing best practices, which we witnessed in our first pro forma quarterly operations reviews a few weeks ago. At a high level, we have essentially merged two teams of basin experts. While we were once competitors, we can now share best practices and learnings from years of drilling and completing wells in the Midland Basin with what we believe is more combined data and basin experience than any competitor. This is a synergy that could not be modeled in our spreadsheet when the deal was announced, but I am confident this will accrue to the benefit of our stockholders in short order.

    We are ahead of schedule in delivering the operational synergies we promised in conjunction with the merger. Our drilling and completions teams have already implemented the two most significant operational synergies: clear fluids for drilling and SimulFrac for completions. All our development in the fourth quarter will be executed with SimulFrac completions crews, with spot crews to be used for single-well tests like the Barnett Shale in the Midland Basin. On the drilling side, as of today, all of our rigs are operating with clear fluid drilling systems, and we have already seen wells on legacy Endeavor acreage drilled below post-synergy-expected cost per lateral foot.

    At time of deal announcement, we promised to drill and complete wells for $625 per lateral foot in 2025 on Endeavor’s acreage. I can say that today, in real time and two months post-announcement, we are averaging $600 per lateral foot across the combined Company – above expectations and ahead of schedule.

    We are also actively learning from the Endeavor teams. On the execution front, we are optimistic about application and integration of some early learnings around the post-completion, drill-out process and believe there to be significant best practices to be shared across the combined production operations groups. We are also closely studying the various completion designs from the two companies and are confident the combination of the best completion design with the lowest cost execution will be a winning formula.

    As a result, I could not be more excited about the early progress from integration and remain confident in the team’s ability to meet or exceed the synergies promised at deal announcement.

    TRP Energy (“TRP”) Asset Trade:
    Our new combined acreage footprint has given us the flexibility to look at different opportunities across the Permian Basin. This is exemplified by a trade we just executed, where we signed an exchange agreement with TRP that allows us to play offense in our backyard by swapping a PDP-heavy asset in the Delaware Basin for a Midland Basin asset with more near-term development potential. In exchange for our Vermejo asset and ~$238 million in cash, we will receive TRP’s Midland Basin asset, which consists of approximately 15,000 net acres located in Upton and Reagan counties. The asset we will acquire in this trade has 55 remaining undeveloped operated locations, the majority of which compete for capital right away. The trade is expected to be accretive to our 2025 Cash Flow and Free Cash Flow per share and will high grade our inventory. We expect this trade to close by year-end, subject to customary regulatory approvals and closing conditions.

    We will also continue to look for ways to improve our asset base, whether it be through traditional trades to be able to drill longer laterals and increase operated working interests or “out of the box” ideas such as TRP.

    Third Quarter Operational Performance:
    I am proud of our team’s ability to execute regardless of the circumstances and the third quarter was no exception. Our team put operations first even as many moved offices, integrated new team members and began to understand a large new asset. We are currently running 20 drilling rigs and expect to be down to 18 operated rigs by year-end. What we originally expected to drill with 22 – 24 rigs in 2025, we now expect we can drill with closer to 18 rigs. This is purely based on continued efficiency gains, a testament to the prowess of our drilling organization.

    On the completions side of the business, we are currently running four SimulFrac crews, three of which are electric. We continue to exceed our original key performance indicators for 2024. We are completing on average nearly 4,000 lateral feet per day per crew, 30% more than we originally planned heading into the year. This increase is driven by higher pumping hours per day, higher average pump rates, lower swap times per stage and faster move times between pads.

    Production:
    For the quarter, Diamondback produced 321.1 MBO/d (571.1 MBOE/d), above the high end of the guidance range of 319 – 321 MBO/d (565 – 569 MBOE/d) that we released in October. As a reminder, this third quarter production incorporates twenty-one days of legacy Endeavor production. Well performance continues to meet or exceed expectations in our core Midland Basin position, setting us up well to continue to execute and achieve additional capital efficiency gains.

    For the fourth quarter of 2024, we expect to produce 470 – 475 MBO/d (840 – 850 MBOE/d). This includes a minor contribution from Viper’s closed acquisition of Tumbleweed. It also shows we expect to hit pro forma production expectations sooner than originally expected.

    Capital Expenditures:
    In the third quarter, we spent $688 million on capital expenditures, which is in the middle of our updated guidance range of $675 – $700 million. For the fourth quarter, we expect to spend $950 – $1,050 million of capex.

    The macro environment for oil prices and near-term global oil supply and demand dynamics remains volatile at best and tenuous at worst. Diamondback’s base case 2025 plan is still what was laid out with the Endeavor merger announcement in February (“generate oil production of 470 – 480 MBO/d (800 – 825 MBOE/d) with a capital budget of approximately $4.1 – $4.4 billion”), with oil production expected to increase by approximately 5 MBO/d due to contribution from the Viper Tumbleweed acquisition.

    On the other hand, we are actively working all our options for 2025, including continuing to refine this base case plan. Should oil prices weaken from current levels, we will make the correct capital allocation decision and focus on Free Cash Flow generation and capital efficiency over oil volumes. Our size, scale, cost structure and inventory quality position us well for whatever direction the macro decides to take. Our return of capital program, combined with a strong balance sheet, allows us to increase stockholder returns when volatility increases.

    Operating Costs:
    Total cash operating costs decreased slightly quarter over quarter to $11.49 per BOE. Lease operating expense (“LOE”) in the third quarter was $6.01 per BOE, within our annual guidance range of $5.90 – $6.40 per BOE. Cash G&A was $0.63 within our annual guidance range of $0.55 – $0.65 per BOE. We have announced a preliminary look at run rate pro forma operating expenses and expect to solidify these numbers when we update the market for 2025 unit cost guidance. DD&A increased quarter over quarter to $14.12 as a result of the Endeavor assets being added to our balance sheet.

    Financial Performance and Return of Capital:
    Diamondback generated $1.2 billion of net cash provided by operating activities and operating cash flow before working capital changes of $1.4 billion. Adjusted Free Cash Flow was $1.0 billion. Unique to this quarter, we adjusted Free Cash Flow upwards to account for two one-time items: $258 million of merger and integration expense and $37 million of costs associated with unwinding a portion of our outstanding swap to floating interest rate hedges.

    We will return ~78% of that Adjusted Free Cash Flow to stockholders through our base dividend and share repurchases. Our willingness to go above our base 50% return threshold was driven by our opportunistic share repurchase program, as we bought back ~$515 million worth of common stock at an average price of $176.40 / share in the third quarter. This includes 2 million shares repurchased for ~$350 million at a price of $175.11 per share in conjunction with the September secondary offering, where legacy Endeavor stockholders sold approximately 14.4 million shares. Diamondback’s participation in the offering is consistent with our opportunistic repurchase methodology, leaning into our repurchase program when we view our stock to be attractively valued at mid-cycle oil pricing.

    We have continued to be active repurchasing shares in the fourth quarter, and quarter to date have bought back over $185 million worth of shares at an average share price of approximately $180.13.

    As previously announced, our Board recently increased our share repurchase authorization to $6.0 billion from $4.0 billion previously. This gives us the flexibility to allocate capital appropriately and buy back shares in times of market stress.

    Balance Sheet:
    At quarter-end, we had approximately $13.1 billion of gross debt and $12.7 billion of net debt. We ended the quarter with $2.6 billion of liquidity at Diamondback, as we increased our borrowing base and elected commitments on our revolving credit facility to $2.5 billion from $1.6 billion previously.

    In September, we also received upgrades from two of the three rating agencies, as S&P upgraded us to BBB from BBB- and Fitch moved us to BBB+ from BBB. Moody’s remained at Baa2.

    As we have stated previously, our near-term goal is to lower consolidated net debt below $10 billion, which we expect to achieve through Free Cash Flow generation and proceeds from non-core asset sales. Our long-term priority is to maintain a leverage ratio of approximately 0.5x at mid-cycle oil pricing, or approximately $6 to $8 billion of net debt. We feel we can achieve this goal within the next couple of years solely by dedicating 50% of Free Cash Flow to debt paydown, while reserving the ability to flex up stockholder returns through opportunistic stock repurchases at times of excessive market volatility or one-time events such as secondary equity sell-downs.

    Other Business:
    We continue to use our equity method investments as valuable tools to improve our core operating business while also generating impressive returns, adding significant cash to our balance sheet. As we previously announced in July, Energy Transfer LP completed its acquisition of WTG Midstream Holdings LLC (“WTG”). Additionally, during the third quarter we completed the sale of our 4% interest in the Wink to Webster Pipeline.

    With the sales of WTG and Wink to Webster complete, we now have three equity method investments remaining in our portfolio: the EPIC crude pipeline (“EPIC”), the BANGL Y-grade NGL pipeline and the Deep Blue sustainable water management company. We recently increased our ownership in EPIC from 10.0% to 27.5% and are excited about the growth potential of this long-haul crude pipe as well as our other investments. As such, we do not feel now is the right time to monetize these assets.

    We continue to believe we can add significant value to our minerals company Viper (NASDAQ: VNOM) and Deep Blue through the potential drop down of Endeavor overrides and minerals to Viper and the sale of Endeavor’s extensive water infrastructure to Deep Blue, potentially accelerating our de-leveraging efforts in early 2025.

    We are also excited about what we see as the next wave of equity method investments for Diamondback: power generation and potentially data center development. By leveraging our 65,000 surface acres in West Texas, cheap natural gas and abundant supply of produced water, we believe we can be a premier partner in this new wave of development. By generating our own in-basin power, we can solve two long-term issues that have plagued the Permian Basin: the need for natural gas egress and cheap, reliable electricity. We look forward to updating our stockholders on our progress on these initiatives in the coming quarters.

    Closing:
    2024 has been a transformative year for Diamondback. We are intensely focused on delivering on the promises we made to the market around synergies and believe, eight weeks in, we have a significant head start relative to original expectations.

    Thank you for your ongoing support and interest in Diamondback Energy.

    Travis D. Stice
    Chairman of the Board and Chief Executive Officer

    Investor Contact:
    Adam Lawlis
    +1 432.221.7467
    alawlis@diamondbackenergy.com

    Forward-Looking Statements:

    This letter contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Exchange Act of 1934, as amended, which involve risks, uncertainties, and assumptions. All statements, other than statements of historical fact, including statements regarding future performance; business strategy; future operations (including drilling plans and capital plans); estimates and projections of revenues, losses, costs, expenses, returns, cash flow, and financial position; reserve estimates and its ability to replace or increase reserves; anticipated benefits or other effects of strategic transactions (including the recently completed Endeavor merger and other acquisitions or divestitures); the expected amount and timing of synergies from the Endeavor merger; and plans and objectives of management (including plans for future cash flow from operations and for executing environmental strategies) are forward-looking statements. When used in this letter, the words “aim,” “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “forecast,” “future,” “guidance,” “intend,” “may,” “model,” “outlook,” “plan,” “positioned,” “potential,” “predict,” “project,” “seek,” “should,” “target,” “will,” “would,” and similar expressions (including the negative of such terms) are intended to identify forward-looking statements, although not all forward-looking statements contain such identifying words. Although Diamondback believes that the expectations and assumptions reflected in its forward-looking statements are reasonable as and when made, they involve risks and uncertainties that are difficult to predict and, in many cases, beyond Diamondback’s control. Accordingly, forward-looking statements are not guarantees of future performance and actual outcomes could differ materially from what Diamondback has expressed in its forward-looking statements.

    Factors that could cause the outcomes to differ materially include (but are not limited to) the following: changes in supply and demand levels for oil, natural gas, and natural gas liquids, and the resulting impact on the price for those commodities; the impact of public health crises, including epidemic or pandemic diseases and any related company or government policies or actions; actions taken by the members of OPEC and Russia affecting the production and pricing of oil, as well as other domestic and global political, economic, or diplomatic developments, including any impact of the ongoing war in Ukraine and the Israel-Hamas war on the global energy markets and geopolitical stability; instability in the financial markets; concerns over a potential economic slowdown or recession; inflationary pressures; higher interest rates and their impact on the cost of capital; regional supply and demand factors, including delays, curtailment delays or interruptions of production, or governmental orders, rules or regulations that impose production limits; federal and state legislative and regulatory initiatives relating to hydraulic fracturing, including the effect of existing and future laws and governmental regulations; physical and transition risks relating to climate change; those risks described in Item 1A of Diamondback’s Annual Report on Form 10-K, filed with the SEC on February 22, 2024, and those risks disclosed in its subsequent filings on Forms 10-Q and 8-K, which can be obtained free of charge on the SEC’s website at http://www.sec.gov and Diamondback’s website at www.diamondbackenergy.com/investors.

    In light of these factors, the events anticipated by Diamondback’s forward-looking statements may not occur at the time anticipated or at all. Moreover, Diamondback operates in a very competitive and rapidly changing environment and new risks emerge from time to time. Diamondback cannot predict all risks, nor can it assess the impact of all factors on its business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those anticipated by any forward-looking statements it may make. Accordingly, you should not place undue reliance on any forward-looking statements. All forward-looking statements speak only as of the date of this letter or, if earlier, as of the date they were made. Diamondback does not intend to, and disclaims any obligation to, update or revise any forward-looking statements unless required by applicable law.

    Non-GAAP Financial Measures

    This letter includes financial information not prepared in conformity with generally accepted accounting principles (GAAP), including free cash flow. The non-GAAP information should be considered by the reader in addition to, but not instead of, financial information prepared in accordance with GAAP. A reconciliation of the differences between these non-GAAP financial measures and the most directly comparable GAAP financial measures can be found in Diamondback’s quarterly results posted on Diamondback’s website at www.diamondbackenergy.com/investors/. Furthermore, this letter includes or references certain forward-looking, non-GAAP financial measures. Because Diamondback provides these measures on a forward-looking basis, it cannot reliably or reasonably predict certain of the necessary components of the most directly comparable forward-looking GAAP financial measures, such as future impairments and future changes in working capital. Accordingly, Diamondback is unable to present a quantitative reconciliation of such forward-looking, non-GAAP financial measures to the respective most directly comparable forward-looking GAAP financial measures. Diamondback believes that these forward-looking, non-GAAP measures may be a useful tool for the investment community in comparing Diamondback’s forecasted financial performance to the forecasted financial performance of other companies in the industry.

    The MIL Network

  • MIL-OSI: MARA Schedules Conference Call for Third Quarter 2024 Financial Results

    Source: GlobeNewswire (MIL-OSI)

    Earnings Webcast and Conference Call Set for Tuesday, November 12, 2024 at 5:00 p.m. ET

    Fort Lauderdale, FL, Nov. 04, 2024 (GLOBE NEWSWIRE) — MARA (NASDAQ: MARA) (“MARA” or the “Company”), a global leader in leveraging digital asset compute to support the energy transformation, will hold a webcast and conference call on Tuesday, November 12, 2024 at 5:00 p.m. Eastern time to discuss its financial results for the third quarter ended September 30, 2024. Financial results will be published in a shareholder letter prior to the call and available on the investor relations section of the Company’s website.

    To register to participate in the conference call or to listen to the live audio webcast, please use this link. The webcast will also be broadcast live and available for replay via the investor relations section of the Company’s website.

    Earnings Webcast and Conference Call Details
    Date: Tuesday, November 12, 2024
    Time: 5:00 p.m. Eastern time (2:00 p.m. Pacific time)
    Registration link: LINK

    If you have any difficulty connecting with the conference call, please contact MARA’s investor relations team at ir@mara.com.

    About MARA
    MARA (NASDAQ: MARA) is a global leader in digital asset compute that develops and deploys innovative technologies to build a more sustainable and inclusive future. MARA secures the world’s preeminent blockchain ledger and supports the energy transformation by converting clean, stranded, or otherwise underutilized energy into economic value.

    For more information, visit www.mara.com, or follow us on:

    Twitter: @MARAHoldings
    LinkedIn: www.linkedin.com/company/marathon-digital-holdings 
    Facebook: www.facebook.com/MarathonDigitalHoldings 
    Instagram: @marathondigitalholdings

    MARA CompanyContact:
    Telephone: 800-804-1690
    Email: ir@mara.com 

    MARA Media Contact:
    Email: mara@wachsman.com

    The MIL Network

  • MIL-OSI: Cipher Mining Announces October 2024 Operational Update

    Source: GlobeNewswire (MIL-OSI)

    NEW YORK, Nov. 04, 2024 (GLOBE NEWSWIRE) — Cipher Mining Inc. (NASDAQ:CIFR) (“Cipher” or the “Company”) today released its unaudited production and operations update for October 2024.

    Key Highlights

    Key Metrics October 2024
    BTC Mined1 168
    BTC Sold 248
    BTC Held 1,428
    Deployed Mining Rigs 77,000
    Month End Operating Hash Rate (EH/s) 10.7

    1 Includes October power sales estimates (based on current meter data and nodal prices) equivalent to 4.5 bitcoin (using month-end bitcoin price of $69,278) and 30 BTC mined at JV data centers representing Cipher’s ownership

    Management Commentary for October

    During the month, the Company’s operations and construction teams began executing on the upgrade of the mining fleet at Odessa and continued to develop the new Black Pearl data center.

    For a business update on the Company, please refer to our 3rd quarter business update call from Thursday, October 31st – link to the call here.

    Bitcoin Production and Operations Updates for October 2024

    Cipher produced ~1681 BTC in October. As part of its regular treasury management process, Cipher sold ~248 BTC in October, ending the month with a balance of ~1,428 BTC.

    Rig Upgrade Deployment at Odessa

                                                  
    1 Includes October power sales estimates (based on current meter data and nodal prices) equivalent to 4.5 bitcoin (using month-end bitcoin price of $69,278) and 30 BTC mined at JV data centers representing Cipher’s ownership

    About Cipher

    Cipher is focused on the development and operation of industrial-scale data centers for bitcoin mining and HPC hosting. Cipher aims to be a market leader in innovation, including in bitcoin mining growth, data center construction and as a hosting partner to the world’s largest HPC companies. To learn more about Cipher, please visit https://www.ciphermining.com/.

    Forward Looking Statements

    This press release contains certain forward-looking statements within the meaning of the federal securities laws of the United States. The Company intends such forward-looking statements to be covered by the safe harbor provisions for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995 and includes this statement for purposes of complying with these safe harbor provisions. Any statements made in this press release that are not statements of historical fact, such as, statements about our beliefs and expectations regarding our future results of operations and financial position, planned business model and strategy, timing and likelihood of success, capacity, functionality and timing of operation of data centers, expectations regarding the operations of data centers, potential strategic initiatives, such as joint ventures and partnerships, and management plans and objectives, are forward-looking statements and should be evaluated as such. These forward-looking statements generally are identified by the words “may,” “will,” “should,” “expects,” “plans,” “anticipates,” “could,” “seeks,” “intends,” “targets,” “projects,” “contemplates,” “believes,” “estimates,” “strategy,” “future,” “forecasts,” “opportunity,” “predicts,” “potential,” “would,” “will likely result,” “continue,” and similar expressions (including the negative versions of such words or expressions).

    These forward-looking statements are based upon estimates and assumptions that, while considered reasonable by Cipher and our management, are inherently uncertain. Such forward-looking statements are subject to risks, uncertainties, and other factors that could cause actual results to differ materially from those expressed or implied by such forward-looking statements. New risks and uncertainties may emerge from time to time, and it is not possible to predict all risks and uncertainties. Many factors could cause actual future events to differ materially from the forward-looking statements in this press release, including but not limited to: volatility in the price of Cipher’s securities due to a variety of factors, including changes in the competitive and regulated industry in which Cipher operates, Cipher’s evolving business model and strategy and efforts we may make to modify aspects of our business model or engage in various strategic initiatives, variations in performance across competitors, changes in laws and regulations affecting Cipher’s business, and the ability to implement business plans, forecasts, and other expectations and to identify and realize additional opportunities. The foregoing list of factors is not exhaustive. You should carefully consider the foregoing factors and the other risks and uncertainties described in the “Risk Factors” section of our Annual Report on Form 10-K for the fiscal year ended December 31, 2023 filed with the Securities and Exchange Commission (“SEC”), as any such factors may be updated from time to time in the Company’s other filings with the SEC, including without limitation, the Company’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2024. These filings identify and address other important risks and uncertainties that could cause actual events and results to differ materially from those contained in the forward-looking statements. Forward-looking statements speak only as of the date they are made. Readers are cautioned not to put undue reliance on forward-looking statements, and Cipher assumes no obligation and, except as required by law, does not intend to update or revise these forward-looking statements, whether as a result of new information, future events, or otherwise.

    Contacts:
    Investor Contact:
    Josh Kane
    Head of Investor Relations at Cipher Mining
    josh.kane@ciphermining.com

    Media Contact:
    Ryan Dicovitsky / Kendal Till
    Dukas Linden Public Relations
    CipherMining@DLPR.com

    The MIL Network

  • MIL-OSI: Nasdaq Reports October 2024 Volumes

    Source: GlobeNewswire (MIL-OSI)

    NEW YORK, Nov. 04, 2024 (GLOBE NEWSWIRE) — Nasdaq (Nasdaq: NDAQ) today reported monthly volumes for October 2024 on its Investor Relations website. A data sheet showing this information can be found at: http://ir.nasdaq.com/financials/volume-statistics.

    About Nasdaq

    Nasdaq (Nasdaq: NDAQ) is a leading global technology company serving corporate clients, investment managers, banks, brokers, and exchange operators as they navigate and interact with the global capital markets and the broader financial system. We aspire to deliver world-leading platforms that improve the liquidity, transparency, and integrity of the global economy. Our diverse offering of data, analytics, software, exchange capabilities, and client-centric services enables clients to optimize and execute their business vision with confidence. To learn more about the company, technology solutions, and career opportunities, visit us on LinkedIn, on X @Nasdaq, or at www.nasdaq.com.

    Cautionary Note Regarding Forward-Looking Statements
    Information set forth in this communication contains forward-looking statements that involve a number of risks and uncertainties. Nasdaq cautions readers that any forward-looking information is not a guarantee of future performance and that actual results could differ materially from those contained in the forward-looking information. Such forward-looking statements include, but are not limited to (i) projections relating to our future financial results, total shareholder returns, growth, trading volumes, products and services, ability to transition to new business models, taxes and achievement of synergy targets, (ii) statements about the closing or implementation dates and benefits of certain acquisitions, divestitures and other strategic, restructuring, technology, de-leveraging and capital allocation initiatives, (iii) statements about our integrations of our recent acquisitions, (iv) statements relating to any litigation or regulatory or government investigation or action to which we are or could become a party, and (v) other statements that are not historical facts. Forward-looking statements involve a number of risks, uncertainties or other factors beyond Nasdaq’s control. These factors include, but are not limited to, Nasdaq’s ability to implement its strategic initiatives, economic, political and market conditions and fluctuations, government and industry regulation, interest rate risk, U.S. and global competition, and other factors detailed in Nasdaq’s filings with the U.S. Securities and Exchange Commission, including its annual reports on Form 10-K and quarterly reports on Form 10-Q which are available on Nasdaq’s investor relations website at http://ir.nasdaq.com and the SEC’s website at www.sec.gov. Nasdaq undertakes no obligation to publicly update any forward-looking statement, whether as a result of new information, future events or otherwise.

    Media Relations Contacts:

    Nick Jannuzzi
    +1.973.760.1741
    Nicholas.Jannuzzi@Nasdaq.com

    Nick Eghtessad
    +1.929.996.8894
    Nick.Eghtessad@Nasdaq.com

    Investor Relations Contact:

    Ato Garrett
    +1.212.401.8737
    Ato.Garrett@Nasdaq.com

    -NDAQF-

    The MIL Network

  • MIL-OSI: Trio Petroleum Corp announces reverse stock split

    Source: GlobeNewswire (MIL-OSI)

    Bakersfield, CA, Nov. 04, 2024 (GLOBE NEWSWIRE) — Trio Petroleum Corp. (NYSE American: “TPET”, “Trio” or the “Company”), a California-based oil and gas company, today announced that it will proceed with a 1-for-20 reverse stock split (“Reverse Stock Split”) of its outstanding shares of common stock following approval by its board of directors. The 1-for-20 ratio is within the range approved by stockholders at a special meeting of stockholders held on August 15, 2024.

    The Reverse Stock Split is expected to become effective at 5 p.m. Eastern Daylight Time on November 14, 2024 and the Company’s common stock is expected to begin trading on a post-split basis at the market open on November 15, 2024 under the same symbol (TPET) with the new CUSIP number 89669L207.

    When the Reverse Stock Split is effective, every 20 shares of the Company’s common stock issued and outstanding will be combined automatically into 1 share of common stock. The Reverse Stock Split will apply equally to all outstanding shares of common stock, and each stockholder will hold the same percentage of common stock outstanding immediately following the Reverse Stock Split, except for adjustments that may result from the treatment of fractional shares. Fractional shares will be rounded up to the next whole share, and proportionate adjustments will be made to equity plans. Additionally, all equity awards outstanding immediately prior to the Reverse Stock Split will be proportionately adjusted.

    VStock Transfer, LLC is acting as the exchange agent and transfer agent for the Reverse Stock Split. Stockholders holding their shares electronically in book-entry form are not required to take any action to receive post-split shares. The Company does not have any outstanding certificated shares. Stockholders owning shares through a bank, broker or other nominee will have their positions adjusted to reflect the Reverse Stock Split.

    Additional information about the Reverse Stock Split can be found in the Company’s definitive proxy statement (Form DEF 14A) filed with the U.S. Securities and Exchange Commission (the “SEC”) on July 1, 2024 and Form 8-K filed with the SEC on November 4, 2024.

    About Trio Petroleum Corp.

    Trio Petroleum Corp. is an oil and gas exploration and development company headquartered in Bakersfield, California, with operations in Monterey County, California, and Uintah County, Utah. In Monterey County, Trio owns an 85.75% working interest in 9,245 acres at the Presidents and Humpback oilfields in the South Salinas Project, and a 21.92% working interest in 800 acres in the McCool Ranch Field. In Uintah County, Trio owns a 2.25% working interest in 960 acres and options to acquire up to a 20% working interest in the 960 acres, in an adjacent 1,920 acres, and in the greater 30,000 acres of the Asphalt Ridge Project.

    Cautionary Statement Regarding Forward-Looking Statements

    All statements in this press release of Trio Petroleum Corp. (“Trio”) and its representatives and partners that are not based on historical fact are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 and the provisions of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended (the “Acts”). In particular, when used in the preceding discussion, the words “estimates,” “believes,” “hopes,” “expects,” “intends,” “on-track”, “plans,” “anticipates,” or “may,” and similar conditional expressions are intended to identify forward-looking statements within the meaning of the Acts and are subject to the safe harbor created by the Acts. Any statements made in this press release other than those of historical fact, about an action, event or development, are forward-looking statements. While management has based any forward-looking statements contained herein on its current expectations, the information on which such expectations were based may change. These forward-looking statements rely on a number of assumptions concerning future events and are subject to a number of risks, uncertainties, and other factors, many of which are outside of the Trio’s control, that could cause actual results to materially and adversely differ from such statements. Such risks, uncertainties, and other factors include, but are not necessarily limited to, those set forth in the Risk Factors section of Trio’s Annual Report on Form 10-K and Amendment No. 1 thereto, both filed with the Securities and Exchange Commission (SEC). Copies are of such documents are available on the SEC’s website, www.sec.gov. Trio undertakes no obligation to update these statements for revisions or changes after the date of this press release, except as required by law.

    Investor Relations Contact:
    Redwood Empire Financial Communications
    Michael Bayes
    (404) 809 4172
    michael@redwoodefc.com

    The MIL Network

  • MIL-OSI: Tactile Systems Technology, Inc. Reports Third Quarter 2024 Financial Results

    Source: GlobeNewswire (MIL-OSI)

    MINNEAPOLIS, Nov. 04, 2024 (GLOBE NEWSWIRE) — Tactile Systems Technology, Inc. (“Tactile Medical”; the “Company”) (Nasdaq: TCMD), a medical technology company providing therapies for people with chronic disorders, today reported financial results for the third quarter ended September 30, 2024 and announced the adoption of a share repurchase program.

    Third Quarter 2024 Summary & Recent Business Highlights:

    • Total revenue increased 5% year-over-year to $73.1 million
      • Lymphedema product revenue increased 4% over Q3 2023
      • Airway clearance product revenue increased 10% over Q3 2023
    • Net income of $5.2 million versus $22.3 million in Q3 2023
    • Adjusted EBITDA of $10.7 million versus $7.7 million in Q3 2023
    • Operating cashflow of $24.3 million year-to-date, compared to $17.5 million in the prior year period
    • Ended Q3 2024 with $82.1 million in cash and cash equivalents
    • Launched Nimbl, our next-generation lymphedema therapy platform for upper extremity conditions
    • Announced publication of positive clinical trial results in VA lymphedema patients using Flexitouch therapy
    • Authorized a program to repurchase up to $30.0 million of the Company’s common stock

    “In the third quarter, we delivered solid gross margin expansion, drove continued improvements in profitability, and achieved double-digit growth in both our commercial and VA lymphedema channels,” said Sheri Dodd, President and Chief Executive Officer of Tactile Medical. “Operationally, we advanced key pillars of our commercial strategy, including launching our next-generation lymphedema therapy platform and announcing the publication of a positive new data set among Veterans.”

    Ms. Dodd continued, “While pleased with this performance, our revenue was impacted by changes in policy interpretation from Medicare administrators and DME buying patterns within our airway clearance business. However, we continue to see strong patient and clinician demand for our products, aided by improving CMS coverage conditions on the near horizon. We are taking a concerted approach to fortify our sales channels, simplify our front and back-office work through technology modernization, and amplify the voice of our patients and providers through product and service innovation.”

    Ms. Dodd concluded, “Finally, we are increasingly benefiting from generating free cash flow, a trend we expect to continue. This provides us the luxury of continuing to evaluate various investment opportunities to drive growth and increase shareholder value, while also initiating a share repurchase program. We believe this strategic near-term use of cash aligns with our conviction in the trajectory of our business and our ability to execute our financial and operational initiatives.”

    Share Repurchase Program

    The Company also announced today that the Board of Directors of the Company authorized a program to repurchase up to $30.0 million of common stock. Under the program, purchases may be made from time to time in the open market, in privately negotiated purchases, or both. The timing and number of shares to be purchased will be based on the price of the Company’s common stock, general business and market conditions and other investment considerations and factors. The share repurchase program expires on October 31, 2026. The program does not obligate the Company to repurchase any specific number of shares and may be suspended or discontinued at any time without prior notice. The Company intends to finance the share repurchase program with cash on hand.

    Third Quarter 2024 Financial Results

    Total revenue in the third quarter of 2024 increased $3.5 million, or 5%, to $73.1 million, compared to $69.6 million in the third quarter of 2023. The increase in total revenue was attributable to an increase of $2.8 million, or 4%, in sales and rentals of the lymphedema product line and an increase of $0.7 million, or 10%, in sales of the airway clearance product line in the quarter ended September 30, 2024, compared to the third quarter of 2023.

    Gross profit in the third quarter of 2024 increased $5.4 million, or 11%, to $54.8 million, compared to $49.4 million in the third quarter of 2023. Gross margin was 75.0% of revenue, compared to 70.9% of revenue in the third quarter of 2023. Non-GAAP gross margin was 75.4% of revenue, compared to 71.4% of revenue in the third quarter of 2023.

    Operating expenses in the third quarter of 2024 increased $6.6 million, or 16%, to $48.0 million, compared to $41.4 million in the third quarter of 2023.

    Operating income was $6.8 million in the third quarter of 2024, compared to $8.0 million in the third quarter of 2023. Non-GAAP operating income in the third quarter of 2024 was $7.9 million, compared to $5.2 million in the third quarter of 2023.

    Other income was $0.5 million in the third quarter of 2024, compared to other expense of $0.4 million in the third quarter of 2023.

    Income tax expense was $2.1 million in the third quarter of 2024, compared to an income tax benefit of $14.7 million in the third quarter of 2023.

    Net income in the third quarter of 2024 was $5.2 million, or $0.21 per diluted share, compared to $22.3 million, or $0.94 per diluted share, in the third quarter of 2023. Non-GAAP net income in the third quarter of 2024 was $6.0 million, compared to $20.2 million in the third quarter of 2023. The change in both net income and non-GAAP net income was driven by the impact last year’s valuation allowance release had on prior-year income tax.

    Weighted average shares used to compute diluted net income per share were 24.3 million and 23.8 million for the third quarters of 2024 and 2023, respectively.

    Adjusted EBITDA was $10.7 million in the third quarter of 2024, compared to $7.7 million in the third quarter of 2023.

    First Nine Months 2024 Financial Results

    Total revenue for the nine months ended September 30, 2024, increased $10.6 million, or 5%, to $207.4 million, compared to $196.8 million for the nine months ended September 30, 2023. The increase in total revenue was attributable to an increase of $10.0 million, or 6%, in sales and rentals of the lymphedema product line and an increase of $0.6 million, or 2%, in sales of the airway clearance product line for the nine months ended September 30, 2024, compared to the nine months ended September 30, 2023.

    Net income for the nine months ended September 30, 2024, was $7.2 million, or $0.30 per diluted share, compared to $20.3 million, or $0.88 per diluted share, for the nine months ended September 30, 2023. Non-GAAP net income for the nine months ended September 30, 2024, was $9.5 million, compared to $20.6 million for the nine months ended September 30, 2023.

    Weighted average shares used to compute diluted net income per share were 24.1 million and 23.0 million for the nine months ended September 30, 2024 and 2023, respectively.

    Adjusted EBITDA was $20.8 million in the nine months ended September 30, 2024, compared to $14.3 million in the nine months ended September 30, 2023.

    Balance Sheet Summary

    As of September 30, 2024, the Company had $82.1 million in cash and cash equivalents and $27.0 million of outstanding borrowings under its credit agreement, compared to $61.0 million in cash and cash equivalents and $29.3 million of outstanding borrowings under its credit agreement as of December 31, 2023.

    2024 Financial Outlook

    The Company is updating its 2024 financial outlook and now expects full year 2024 total revenue in the range of $292 million to $295 million, representing growth of approximately 6% to 8% year-over-year, compared to total revenue of $274.4 million in 2023. The Company’s prior 2024 guidance expectation was total revenue in the range of $293 million to $298 million, representing growth of approximately 7% to 9%.

    Conference Call

    Management will host a conference call with a question-and-answer session at 5:00 p.m. Eastern Time on November 4, 2024, to discuss the results of the quarter. Those who would like to participate may dial 877-407-3088 (201-389-0927 for international callers) and provide access code 13748661. A live webcast of the call will also be provided on the investor relations section of the Company’s website at investors.tactilemedical.com.

    For those unable to participate, a replay of the call will be available for two weeks at 877-660-6853 (201-612-7415 for international callers); access code 13748661. The webcast will be archived at investors.tactilemedical.com.

    About Tactile Systems Technology, Inc. (DBA Tactile Medical)

    Tactile Medical is a leader in developing and marketing at-home therapies for people suffering from underserved, chronic conditions including lymphedema, lipedema, chronic venous insufficiency and chronic pulmonary disease by helping them live better and care for themselves at home. Tactile Medical collaborates with clinicians to expand clinical evidence, raise awareness, increase access to care, reduce overall healthcare costs and improve the quality of life for tens of thousands of patients each year.

    Legal Notice Regarding Forward-Looking Statements

    This release contains forward-looking statements. Forward-looking statements are generally identifiable by the use of words like “may,” “will,” “should,” “could,” “expect,” “anticipate,” “estimate,” “believe,” “intend,” “continue,” “confident,” “outlook,” “guidance,” “project,” “goals,” “look forward,” “poised,” “designed,” “plan,” “return,” “focused,” “prospects” or “remain” or the negative of these words or other variations on these words or comparable terminology. The reader is cautioned not to put undue reliance on these forward-looking statements, as these statements are subject to numerous factors and uncertainties outside of the Company’s control that can make such statements untrue, including, but not limited to, the Company’s ability to obtain reimbursement from third-party payers for its products; the impacts of inflation, rising interest rates or a recession; the adequacy of the Company’s liquidity to pursue its business objectives; adverse economic conditions or intense competition; price increases for supplies and components; wage and component price inflation; loss of a key supplier; entry of new competitors and products; compliance with and changes in federal, state and local government regulation; loss or retirement of key executives, including transition matters related to the Company’s recent Chief Executive Officer change; technological obsolescence of the Company’s products; technical problems with the Company’s research and products; the Company’s ability to expand its business through strategic acquisitions; the Company’s ability to integrate acquisitions and related businesses; the effects of current and future U.S. and foreign trade policy and tariff actions; or the inability to carry out research, development and commercialization plans. In addition, other factors that could cause actual results to differ materially are discussed in the Company’s filings with the SEC. Investors and security holders are urged to read these documents free of charge on the SEC’s website at http://www.sec.gov. The Company undertakes no obligation to publicly update or revise its forward-looking statements as a result of new information, future events or otherwise.

    Use of Non-GAAP Financial Measures

    This press release includes the non-GAAP financial measures of Adjusted EBITDA, non-GAAP gross profit, non-GAAP gross margin, non-GAAP operating income, and non-GAAP net income, which differ from financial measures calculated in accordance with U.S. generally accepted accounting principles (“GAAP”).

    Adjusted EBITDA in this release represents net income or loss, plus interest expense, net, or less interest income, net, less income tax benefit or plus income tax expense, plus depreciation and amortization, plus stock-based compensation expense, plus or minus the change in fair value of earn-out and plus executive transition costs. Non-GAAP gross profit in this release represents gross profit plus non-cash intangible asset amortization expense. Non-GAAP gross margin in this release represents non-GAAP gross profit divided by revenue. Non-GAAP operating income in this release represents operating income adjusted for non-cash intangible asset amortization expense, change in fair value of earn-out and executive transition expenses. Non-GAAP net income represents net income adjusted for non-cash intangible asset amortization expense, change in fair value of earn-out and executive transition expenses, and adjusted for the income tax effect on reconciling items. Reconciliations of these non-GAAP financial measures to their most directly comparable GAAP measures are included in this press release.

    These non-GAAP financial measures are presented because the Company believes they are useful indicators of its operating performance. Management uses these measures principally as measures of the Company’s operating performance and for planning purposes, including the preparation of the Company’s annual operating plan and financial projections. The Company believes these measures are useful to investors as supplemental information and because they are frequently used by analysts, investors and other interested parties to evaluate companies in its industry. The Company also believes these non-GAAP financial measures are useful to its management and investors as a measure of comparative operating performance from period to period. In addition, Adjusted EBITDA is used as a performance metric in the Company’s compensation program.

    The non-GAAP financial measures presented in this release should not be considered as an alternative to, or superior to, their respective GAAP financial measures, as measures of financial performance or cash flows from operations as a measure of liquidity, or any other performance measure derived in accordance with GAAP, and they should not be construed to imply that the Company’s future results will be unaffected by unusual or non-recurring items. In addition, Adjusted EBITDA is not intended to be a measure of free cash flow for management’s discretionary use, as it does not reflect certain cash requirements such as tax payments, debt service requirements, capital expenditures and certain other cash costs that may recur in the future. Adjusted EBITDA contains certain other limitations, including the failure to reflect our cash expenditures, cash requirements for working capital needs and cash costs to replace assets being depreciated and amortized. In evaluating non-GAAP financial measures, you should be aware that in the future the Company may incur expenses that are the same as or similar to some of the adjustments in this presentation. The Company’s presentation of non-GAAP financial measures should not be construed to imply that its future results will be unaffected by any such adjustments. Management compensates for these limitations by primarily relying on the Company’s GAAP results in addition to using non-GAAP financial measures on a supplemental basis. The Company’s definition of these non-GAAP financial measures is not necessarily comparable to other similarly titled captions of other companies due to different methods of calculation.

                     
    Tactile Systems Technology, Inc.
    Condensed Consolidated Balance Sheets
    (Unaudited)
        September 30,   December 31,
    (In thousands, except share and per share data)   2024   2023
    Assets            
    Current assets                
    Cash and cash equivalents   $ 82,146     $ 61,033  
    Accounts receivable     39,970       43,173  
    Net investment in leases     13,953       14,195  
    Inventories     21,176       22,527  
    Prepaid expenses and other current assets     5,127       4,366  
    Total current assets     162,372       145,294  
    Non-current assets                
    Property and equipment, net     5,878       6,195  
    Right of use operating lease assets     17,553       19,128  
    Intangible assets, net     43,708       46,724  
    Goodwill     31,063       31,063  
    Accounts receivable, non-current     3,628       10,936  
    Deferred income taxes     19,719       19,378  
    Other non-current assets     3,803       2,720  
    Total non-current assets     125,352       136,144  
    Total assets   $ 287,724     $ 281,438  
    Liabilities and Stockholders’ Equity                
    Current liabilities                
    Accounts payable   $ 7,290     $ 6,659  
    Note payable     2,956       2,956  
    Accrued payroll and related taxes     13,086       16,789  
    Accrued expenses     7,088       5,904  
    Income taxes payable     611       1,467  
    Operating lease liabilities     2,883       2,807  
    Other current liabilities     3,240       4,475  
    Total current liabilities     37,154       41,057  
    Non-current liabilities                
    Note payable, non-current     23,959       26,176  
    Accrued warranty reserve, non-current     1,448       1,681  
    Income taxes payable, non-current     495       446  
    Operating lease liabilities, non-current     16,767       18,436  
    Total non-current liabilities     42,669       46,739  
    Total liabilities     79,823       87,796  
                     
    Stockholders’ equity:                
    Preferred stock, $0.001 par value, 50,000,000 shares authorized; none issued and outstanding as of September 30, 2024 and December 31, 2023            
    Common stock, $0.001 par value, 300,000,000 shares authorized; 23,997,089 shares issued and outstanding as of September 30, 2024; 23,600,584 shares issued and outstanding as of December 31, 2023     24       24  
    Additional paid-in capital     181,739       174,724  
    Retained earnings     26,138       18,894  
    Total stockholders’ equity     207,901       193,642  
    Total liabilities and stockholders’ equity   $ 287,724     $ 281,438  
                     
                                 
    Tactile Systems Technology, Inc.
    Condensed Consolidated Statements of Operations
    (Unaudited)
                                 
                                 
        Three Months Ended   Nine Months Ended
        September 30,   September 30,
    (In thousands, except share and per share data)   2024   2023   2024   2023
    Revenue                            
    Sales revenue   $ 63,168     $ 58,866     $ 180,742     $ 171,459  
    Rental revenue     9,925       10,720       26,657       25,312  
    Total revenue     73,093       69,586       207,399       196,771  
    Cost of revenue                            
    Cost of sales revenue     15,603       17,016       46,810       48,523  
    Cost of rental revenue     2,703       3,211       8,270       9,122  
    Total cost of revenue     18,306       20,227       55,080       57,645  
    Gross profit                            
    Gross profit – sales revenue     47,565       41,850       133,932       122,936  
    Gross profit – rental revenue     7,222       7,509       18,387       16,190  
    Gross profit     54,787       49,359       152,319       139,126  
    Operating expenses                            
    Sales and marketing     26,838       26,030       82,803       80,538  
    Research and development     2,417       1,964       6,794       6,030  
    Reimbursement, general and administrative     18,118       16,449       51,158       46,874  
    Intangible asset amortization and earn-out     633       (3,073 )     1,898       (557 )
    Total operating expenses     48,006       41,370       142,653       132,885  
    Income from operations     6,781       7,989       9,666       6,241  
    Other income (expense)     452       (404 )     832       (2,235 )
    Income before income taxes     7,233       7,585       10,498       4,006  
    Income tax expense (benefit)     2,078       (14,714 )     3,254       (16,307 )
    Net income   $ 5,155     $ 22,299     $ 7,244     $ 20,313  
    Net income per common share                            
    Basic   $ 0.21     $ 0.95     $ 0.30     $ 0.89  
    Diluted   $ 0.21     $ 0.94     $ 0.30     $ 0.88  
    Weighted-average common shares used to compute net income per common share                            
    Basic     23,985,364       23,483,269       23,842,049       22,714,574  
    Diluted     24,254,176       23,848,729       24,070,084       22,987,667  
                                     
                 
    Tactile Systems Technology, Inc.
    Condensed Consolidated Statements of Cash Flows
    (Unaudited)
         
        Nine Months Ended September 30,
    (In thousands)   2024   2023
    Cash flows from operating activities            
    Net income   $ 7,244     $ 20,313  
    Adjustments to reconcile net income to net cash provided by operating activities:            
    Depreciation and amortization     5,079       4,916  
    Deferred income taxes     (341 )     (20,717 )
    Stock-based compensation expense     5,969       5,597  
    Loss on disposal of property and equipment and intangibles     308       3  
    Change in fair value of earn-out liability           (2,475 )
    Changes in assets and liabilities, net of acquisition:            
    Accounts receivable     3,203       10,947  
    Net investment in leases     242       2,527  
    Inventories     1,351       (374 )
    Income taxes     (807 )     (99 )
    Prepaid expenses and other assets     (1,844 )     (369 )
    Right of use operating lease assets     (18 )     292  
    Accounts receivable, non-current     7,308       8,425  
    Accounts payable     582       (3,622 )
    Accrued payroll and related taxes     (3,703 )     (2,316 )
    Accrued expenses and other liabilities     (251 )     (5,545 )
    Net cash provided by operating activities     24,322       17,503  
    Cash flows from investing activities            
    Purchases of property and equipment     (1,932 )     (1,424 )
    Proceeds from sale of property and equipment     12        
    Intangible assets expenditures     (85 )     (117 )
    Net cash used in investing activities     (2,005 )     (1,541 )
    Cash flows from financing activities            
    Proceeds from issuance of note payable           8,250  
    Payments on earn-out           (5,000 )
    Payments on note payable     (2,250 )     (2,250 )
    Payments on revolving line of credit           (8,250 )
    Payments of deferred debt issuance costs           (125 )
    Proceeds from exercise of common stock options     2       13  
    Proceeds from the issuance of common stock from the employee stock purchase plan     1,044       882  
    Proceeds from issuance of common stock at market           34,625  
    Net cash (used in) provided by financing activities     (1,204 )     28,145  
    Net increase in cash and cash equivalents     21,113       44,107  
    Cash and cash equivalents – beginning of period     61,033       21,929  
    Cash and cash equivalents – end of period   $ 82,146     $ 66,036  
                 
    Supplemental cash flow disclosure            
    Cash paid for interest   $ 1,612     $ 2,810  
    Cash paid for taxes   $ 4,428     $ 3,006  
    Capital expenditures incurred but not yet paid   $ 49     $ 40  
                     

    The following table summarizes revenue by product line for the three and nine months ended September 30, 2024 and 2023:

        Three Months Ended   Nine Months Ended
        September 30,   September 30,
    (In thousands)   2024   2023   2024   2023
    Revenue                        
    Lymphedema products   $ 65,282     $ 62,506     $ 182,278     $ 172,257  
    Airway clearance products     7,811       7,080       25,121       24,514  
    Total   $ 73,093     $ 69,586     $ 207,399     $ 196,771  
                             
    Percentage of total revenue                        
    Lymphedema products     89 %     90 %     88 %     88 %
    Airway clearance products     11 %     10 %     12 %     12 %
    Total     100 %     100 %     100 %     100 %
                                     

    The following table contains a reconciliation of GAAP gross profit and margin to non-GAAP gross profit and margin:

    Tactile Systems Technology, Inc.
    Reconciliation of Gross Profit and Margin to Non-GAAP Gross Profit and Margin
    (Unaudited)
                                     
        Three Months Ended   Nine Months Ended
        September 30, September 30,
    (Dollars in thousands)   2024   2023   2024   2023
    Gross profit, as reported   $ 54,787     $ 49,359     $ 152,319     $ 139,126  
    Gross margin, as reported     75.0 %     70.9 %     73.4 %     70.7 %
    Reconciling items:                                
    Non-cash intangible asset amortization expense   $ 317     $ 316     $ 950     $ 945  
    Non-GAAP gross profit   $ 55,104     $ 49,675     $ 153,269     $ 140,071  
    Non-GAAP gross margin     75.4 %     71.4 %     73.9 %     71.2 %
                                     

    The following table contains a reconciliation of GAAP operating income to non-GAAP operating income:

    Tactile Systems Technology, Inc.
    Reconciliation of GAAP Operating Income to Non-GAAP Operating Income
    (Unaudited)
                                 
        Three Months Ended   Nine Months Ended
        September 30, September 30,
    (Dollars in thousands)   2024   2023   2024   2023
    GAAP operating income   $ 6,781     $ 7,989     $ 9,666     $ 6,241  
    Reconciling items:                            
    Non-cash intangible asset amortization expense impacting gross profit   $ 317     $ 316     $ 950     $ 945  
    Non-cash intangible asset amortization expense impacting operating expenses     633       633       1,898       1,919  
    Change in fair value of earn-out           (3,705 )           (2,475 )
    Executive transition expenses     136             111        
    Non-GAAP operating income:   $ 7,867     $ 5,233     $ 12,625     $ 6,630  
                                     

    The following table contains a reconciliation of GAAP net income to non-GAAP net income:

    Tactile Systems Technology, Inc.
    Reconciliation of GAAP Net Income to Non-GAAP Net Income
    (Unaudited)
                             
        Three Months Ended   Nine Months Ended
        September 30, September 30,
    (Dollars in thousands)   2024   2023   2024   2023
    GAAP net income   $ 5,155     $ 22,299     $ 7,244     $ 20,313  
    Reconciling items:                        
    Non-cash intangible asset amortization expense impacting gross profit   $ 317     $ 316     $ 950     $ 945  
    Non-cash intangible asset amortization expense impacting operating expenses     633       633       1,898       1,919  
    Change in fair value of earn-out           (3,705 )           (2,475 )
    Executive transition expenses     136             111        
    Income tax expense on reconciling items*     (272 )     689       (740 )     (97 )
    Non-GAAP net income   $ 5,969     $ 20,232     $ 9,463     $ 20,605  
    * The effect of income tax on the reconciling items is estimated using the Company’s effective statutory tax rate.
     

    The following table contains a reconciliation of net income to Adjusted EBITDA for the three and nine months ended September 30, 2024 and 2023, as well as the dollar and percentage change between the comparable periods:

    Tactile Systems Technology, Inc.
    Reconciliation of Net Income to Non-GAAP Adjusted EBITDA
    (Unaudited)
                                                     
        Three Months Ended   Increase   Nine Months Ended   Increase
        September 30,   (Decrease)   September 30,   (Decrease)
    (Dollars in thousands)   2024   2023   $   %   2024   2023   $   %
    Net income   $ 5,155     $ 22,299     $ (17,144 )   (77 ) %   $ 7,244     $ 20,313     $ (13,069 )   64   %
    Interest (income) expense, net     (452 )     404       (856 )   N.M. %     (823 )     2,235       (3,058 )   (137 ) %
    Income tax expense (benefit)     2,078       (14,714 )     16,792     (114 ) %     3,254       (16,307 )     19,561     (120 )  
    Depreciation and amortization     1,734       1,646       88     5   %     5,079       4,915       164     3   %
    Stock-based compensation     2,070       1,766       304     17   %     5,969       5,597       372     7   %
    Change in fair value of earn-out           (3,705 )     3,705     (100 ) %           (2,475 )     2,475     (100 ) %
    Executive transition costs     136             136       %     111             111       %
    Adjusted EBITDA   $ 10,721     $ 7,696     $ 3,025     39   %   $ 20,834     $ 14,278     $ 6,556     46   %
                                                                     

    Investor Inquiries:
    Sam Bentzinger
    Gilmartin Group
    investorrelations@tactilemedical.com

    The MIL Network

  • MIL-OSI: Intapp Announces First Quarter Fiscal Year 2025 Financial Results

    Source: GlobeNewswire (MIL-OSI)

    • First quarter SaaS revenue of $76.9 million, up 30% year-over-year
    • Cloud annual recurring revenue (ARR) of $309.1 million, up 27% year-over-year
    • Trailing twelve months’ cloud net revenue retention rate as of September 30, 2024 was 119%

    PALO ALTO, Calif., Nov. 04, 2024 (GLOBE NEWSWIRE) — Intapp, Inc. (NASDAQ: INTA), a leading global provider of AI-powered solutions for professionals at advisory, capital markets, and legal firms, announced financial results for its fiscal first quarter ended September 30, 2024. Intapp also provided its outlook for the second quarter and updated outlook for the full fiscal year 2025.

    “We’re pleased to start the fiscal year––our fourth as a public company––with the launch of a new vertical AI solution aimed directly at the needs of our target market,” said John Hall, CEO of Intapp. “We are excited by the interest in our new product releases and the ability to support our clients as they move towards digitization and look to innovate through the use of advanced technology.”

    First Quarter of Fiscal Year 2025 Financial Highlights

    • SaaS revenue was $76.9 million, a 30% year-over-year increase compared to the first quarter of fiscal year 2024.
    • Total revenue was $118.8 million, a 17% year-over-year increase compared to the first quarter of fiscal year 2024.
    • Cloud ARR was $309.1 million as of September 30, 2024, a 27% year-over-year increase compared to Cloud ARR as of September 30, 2023. Cloud ARR represented 74% of total ARR as of September 30, 2024, compared to 69% as of September 30, 2023.
    • Total ARR was $417.2 million as of September 30, 2024, a 19% year-over-year increase compared to total ARR as of September 30, 2023.
    • GAAP operating loss was $(7.3) million, compared to a GAAP operating loss of $(14.0) million in the first quarter of fiscal year 2024.
    • Non-GAAP operating income was $15.1 million, compared to a non-GAAP operating income of $6.4 million in the first quarter of fiscal year 2024.
    • GAAP net loss was $(4.5) million, compared to a GAAP net loss of $(15.3) million in the first quarter of fiscal year 2024.
    • Non-GAAP net income was $16.8 million, compared to a non-GAAP net income of $4.6 million in the first quarter of fiscal year 2024.
    • GAAP net loss per share was $(0.06), compared to a GAAP net loss per share of $(0.22) in the first quarter of fiscal year 2024.
    • Non-GAAP diluted net income per share was $0.21, compared to a non-GAAP diluted net income per share of $0.06 in the first quarter of fiscal year 2024.

    Balance Sheet and Cash Flow Highlights

    • Cash and cash equivalents were $253.8 million as of September 30, 2024, compared to $208.4 million as of June 30, 2024.
    • For the three months ended September 30, 2024, net cash provided by operating activities was $24.4 million, compared to net cash provided by operating activities of $11.6 million for the three months ended September 30, 2023.

    Business Highlights

    • As of September 30, 2024, we served more than 2,600 clients, 707 of which each with contracts greater than $100,000 of ARR.
    • We upsold and cross-sold our existing clients such that our trailing twelve months’ cloud net revenue retention rate as of September 30, 2024 was 119%.
    • We continued to add new clients and expand existing accounts including Crete Professionals Alliance, an alliance of accounting and professional services firms, and private equity firms Alpaca Real Estate and NORD Holding.
    • We announced the availability of Intapp Assist for Terms, which expands generative AI functionality to Intapp’s compliance solutions.
    • Intapp DealCloud was named Deal Origination Solution of the Year at the 2024 Private Equity Wire U.S. Credit Awards.

    Second Quarter and Full Fiscal Year 2025 Outlook

      Fiscal 2025 Outlook
      Second Quarter Fiscal Year
      (in millions, except per share data)
    SaaS revenue $79.5 – $80.5 $327.6 – $331.6
    Total revenue $120.5 – $121.5 $495.5 – $499.5
    Non-GAAP operating income $14.0 – $15.0 $61.5 – $65.5
    Non-GAAP diluted net income per share $0.15 – $0.17 $0.73 – $0.77
     

    The guidance provided above constitutes forward-looking statements and actual results may differ materially. Refer to the “Forward-Looking Statements” safe harbor section below for information on the factors that could cause our actual results to differ materially from these forward-looking statements.
    The information presented in this press release includes non-GAAP financial measures such as “non-GAAP operating income,” “non-GAAP net income,” and “non-GAAP diluted net income per share.” Refer to “Non-GAAP Financial Measures and Other Metrics” for a discussion of these measures and the financial tables below for reconciliations of each non-GAAP financial measure to the most directly comparable GAAP financial measure.

    The guidance regarding non-GAAP operating income excludes known pre-tax charges related to estimated stock-based compensation of $23.3 million for the second quarter of fiscal year 2025 and $85.4 million for fiscal year 2025 and amortization of intangible assets of $2.9 million for the second quarter of fiscal year 2025 and $11.2 million for fiscal year 2025. The guidance regarding non-GAAP diluted net income per share excludes known pre-tax charges related to estimated stock-based compensation of $0.28 per share for the second quarter of fiscal year 2025 and $1.02 per share for fiscal year 2025 and amortization of intangible assets of $0.04 per share for the second quarter of fiscal year 2025 and $0.13 per share for fiscal year 2025. The Company has not included a quantitative reconciliation of its guidance for non-GAAP operating income and non-GAAP diluted net income per share to their most directly comparable GAAP financial measures, other than stock-based compensation and amortization of intangible assets, because certain of these reconciling items, including change in fair value of contingent consideration, transaction costs, restructuring and other costs and income tax effect of non-GAAP adjustments, could be highly variable and cannot be reasonably predicted without unreasonable effort. This is due to the inherent difficulty of forecasting the timing of certain events that have not yet occurred and are out of the Company’s control and the amounts of associated reconciling items. Please note that the unavailable reconciling items could significantly impact the Company’s GAAP operating results.

    Corporate Presentation

    A supplemental financial presentation and other information will be accessible through Intapp’s investor relations website at https://investors.intapp.com/.

    Webcast
    Intapp will host a conference call for analysts and investors on Monday, November 4, 2024, beginning at 2:00 p.m. PT (5:00 p.m. ET). The call will be webcast live via the “Investors” section of the Intapp company website at https://investors.intapp.com/. A replay of the call will be available through the Intapp website for 90 days.

    About Intapp

    Intapp software helps professionals unlock their teams’ knowledge, relationships, and operational insights to increase value for their firms. Using the power of Applied AI, we make firm and market intelligence easy to find, understand, and use. With Intapp’s portfolio of vertical SaaS solutions, professionals can apply their collective expertise to make smarter decisions, manage risk, and increase competitive advantage. The world’s top firms — across accounting, consulting, investment banking, legal, private capital, and real assets — trust Intapp’s industry-specific platform and solutions to modernize and drive new growth.

    Forward-Looking Statements

    This press release contains express and implied “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, including statements regarding our financial outlook for the second quarter and full fiscal year 2025, growth strategy, business plans and market position. In some cases, you can identify forward-looking statements by terms such as “anticipate,” “believe,” “estimate,” “expect,” “intend,” “may,” “might,” “plan,” “project,” “would,” “should,” “could,” “can,” “predict,” “potential,” “target,” “explore,” “continue,” “expand,” “outlook” or the negative of these terms, and similar expressions intended to identify forward-looking statements. By their nature, these statements are subject to numerous uncertainties and risks, including factors beyond our control, that could cause actual results, performance, or achievement to differ materially and adversely from those anticipated or implied in the statements, including: our ability to continue our growth at or near historical rates; our future financial performance and ability to be profitable; the effect of global events on the U.S. and global economies, our business, our employees, our results of operations, our financial condition, demand for our products, sales and implementation cycles, and the health of our clients’ and partners’ businesses; our ability to prevent and respond to data breaches, unauthorized access to client data or other disruptions of our solutions; our ability to effectively manage U.S. and global market and economic conditions, including inflationary pressures, economic and market downturns and volatility in the financial services industry, particularly adverse to our targeted industries; the length and variability of our sales cycle; our ability to attract and retain clients; our ability to attract and retain talent; our ability to compete in highly competitive markets, including AI products; our ability to manage additional complexity, burdens, and volatility in connection with our international sales and operations; the successful assimilation or integration of the businesses, technologies, services, products, personnel or operations of acquired companies; our ability to incur indebtedness in the future and the effect of conditions in credit markets; the sufficiency of our cash and cash equivalents to meet our liquidity needs; and our ability to maintain, protect, and enhance our intellectual property rights. Additional risks and uncertainties that could cause actual outcomes and results to differ materially from those contemplated by the forward-looking statements are included under the caption “Risk Factors” and elsewhere in our Annual Report on Form 10-K, our Quarterly Reports on Form 10-Q, and any subsequent public filings. Moreover, we operate in a very competitive and rapidly changing environment, and new risks may emerge from time to time. It is not possible for us to predict all risks, nor can we assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results or outcomes to differ materially from those contained in any forward-looking statements we may make. Forward-looking statements speak only as of the date the statements are made and are based on information available to us at the time those statements are made and/or management’s good faith belief as of that time with respect to future events. We assume no obligation to update forward-looking statements to reflect events or circumstances after the date they were made, except as required by law.

    Presentation Changes Related to SaaS and License Revenue

    Effective July 1, 2024, the Company adjusted the classification of support services related to subscription license to be included within “license” on the unaudited condensed consolidated statements of operations. Prior to July 1, 2024, support services related to subscription license were included in a line item entitled “SaaS and Support.” Accordingly, effective July 1, 2024, SaaS revenues include subscription fees from clients accessing our SaaS solutions, premium support services related to SaaS, and updates, if any, to the subscribed service during the subscription term. There was no change to the Company’s revenue recognition policy, except for the change in classification noted herein.

    The presentation of cost of revenues has been conformed to reflect the changes related to the presentation of revenues. Such reclassifications related to the presentation of revenues and cost of revenues did not affect total revenues, operating income, or net income.

    Non-GAAP Financial Measures and Other Metrics

    This press release contains the following non-GAAP financial measures: non-GAAP gross profit, non-GAAP gross margin, non-GAAP operating expenses, non-GAAP operating income, non-GAAP net income, and non-GAAP diluted net income per share. These non-GAAP measures exclude the impact of stock-based compensation, amortization of intangible assets, change in fair value of contingent consideration, transaction costs, restructuring and other costs and the income tax effect of non-GAAP adjustments. See below for a reconciliation of each non-GAAP financial measure to the most directly comparable GAAP financial measure.

    Free cash flow is a non-GAAP financial measure, and a supplemental liquidity measure that management uses to evaluate our core operating business and our ability to meet our current and future financing and investing needs. It consists of net cash provided by operating activities less cash paid for purchases of property and equipment. See below for a reconciliation of each non-GAAP financial measure to the most directly comparable GAAP financial measure.

    Other metrics include total ARR, Cloud ARR and cloud net revenue retention rate. Total ARR represents the annualized recurring value of all active SaaS and on-premise subscription license contracts at the end of a reporting period. Cloud ARR is the portion of the annualized recurring value of our active SaaS contracts at the end of a reporting period. Contracts with a term other than one year are annualized by taking the committed contract value for the current period divided by number of days in that period, then multiplying by 365. Cloud net revenue retention rate is the portion of our net revenue retention rate, which represents the net revenue retention of our SaaS contracts. We calculate Cloud net revenue retention by starting with the Cloud ARR from the cohort of all clients as of the twelve months prior to the applicable fiscal period, or prior period Cloud ARR. We then calculate the Cloud ARR from these same clients as of the current fiscal period, or current period Cloud ARR. We then divide the current period Cloud ARR by the prior period Cloud ARR to calculate the Cloud net revenue retention.

    We believe these non-GAAP financial measures and metrics provide useful information to investors as they are used by management to manage the business, make planning decisions, evaluate our performance, and allocate resources and provide useful information regarding certain financial and business trends relating to our financial condition and results of operations. These non-GAAP financial measures, which may be different than similarly-titled measures used by other companies, should not be considered a substitute for, or superior to, the financial information prepared and presented in accordance with GAAP.

    Guidance for non-GAAP financial measures excludes stock-based compensation expense and amortization of intangible assets. Non-GAAP diluted net income per share is calculated by dividing non-GAAP net income by the estimated diluted weighted average shares outstanding for the period.

    Investor Contact

    David Trone
    Senior Vice President, Investor Relations
    Intapp, Inc.
    ir@intapp.com

    Media Contact

    Ali Robinson
    Global Media Relations Director
    Intapp, Inc.
    press@intapp.com

    INTAPP, INC.
    CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
    (Unaudited, in thousands, except per share data and percentages)
     
        Three Months Ended
    September 30,
     
        2024     2023  
    Revenues            
    SaaS   $ 76,876     $ 58,913  
    License     28,492       28,051  
    Professional services     13,437       14,611  
    Total revenues     118,805       101,575  
    Cost of revenues            
    SaaS     15,318       12,711  
    License     1,752       1,702  
    Professional services     14,864       17,160  
    Total cost of revenues     31,934       31,573  
    Gross profit     86,871       70,002  
    Gross margin     73.1 %     68.9 %
    Operating expenses:            
    Research and development     32,427       28,496  
    Sales and marketing     37,760       34,419  
    General and administrative     23,938       21,052  
    Total operating expenses     94,125       83,967  
    Operating loss     (7,254 )     (13,965 )
    Interest and other income (expense), net     3,422       (943 )
    Net loss before income taxes     (3,832 )     (14,908 )
    Income tax expense     (688 )     (413 )
    Net loss   $ (4,520 )   $ (15,321 )
    Net loss per share, basic and diluted   $ (0.06 )   $ (0.22 )
    Weighted-average shares used to compute net loss per share, basic and diluted     75,604       68,937  
    INTAPP, INC.
    CONDENSED CONSOLIDATED BALANCE SHEETS
    (Unaudited, in thousands)
     
        September 30,
    2024
        June 30,
    2024
     
    Assets            
    Current assets:            
    Cash and cash equivalents   $ 253,847     $ 208,370  
    Restricted cash     200       200  
    Accounts receivable, net     62,053       95,103  
    Unbilled receivables, net     12,777       13,300  
    Other receivables, net     2,732       2,743  
    Prepaid expenses     11,294       9,031  
    Deferred commissions, current     13,678       13,907  
    Total current assets     356,581       342,654  
    Property and equipment, net     19,441       18,944  
    Operating lease right-of-use assets     20,030       21,382  
    Goodwill     286,472       285,969  
    Intangible assets, net     37,291       40,293  
    Deferred commissions, noncurrent     17,057       18,495  
    Other assets     5,550       5,262  
    Total assets   $ 742,422     $ 732,999  
    Liabilities and Stockholders’ Equity            
    Current liabilities:            
    Accounts payable   $ 16,013     $ 13,348  
    Accrued compensation     33,958       42,066  
    Accrued expenses     8,600       12,040  
    Deferred revenue, net     203,114       218,923  
    Other current liabilities     11,575       14,270  
    Total current liabilities     273,260       300,647  
    Deferred tax liabilities     1,298       1,336  
    Deferred revenue, noncurrent     2,097       3,563  
    Operating lease liabilities, noncurrent     18,626       19,605  
    Other liabilities     5,021       4,610  
    Total liabilities     300,302       329,761  
    Stockholders’ equity:            
    Common stock     78       75  
    Additional paid-in capital     934,585       891,681  
    Accumulated other comprehensive loss     (841 )     (1,336 )
    Accumulated deficit     (491,702 )     (487,182 )
    Total stockholders’ equity     442,120       403,238  
    Total liabilities and stockholders’ equity   $ 742,422     $ 732,999  
    INTAPP, INC.
    CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
    (Unaudited, in thousands)
     
        Three Months Ended
    September 30,
     
        2024     2023  
    Cash Flows from Operating Activities:            
    Net loss   $ (4,520 )   $ (15,321 )
    Adjustments to reconcile net loss to net cash provided by operating activities:            
    Depreciation and amortization     4,467       4,009  
    Amortization of operating lease right-of-use assets     1,280       1,130  
    Accounts receivable allowances     550       425  
    Stock-based compensation     19,989       18,757  
    Change in fair value of contingent consideration     (1,004 )     (1,431 )
    Deferred income taxes     (48 )     (113 )
    Other     38       38  
    Changes in operating assets and liabilities:            
    Accounts receivable     30,207       23,472  
    Unbilled receivables, current     523       (3,886 )
    Prepaid expenses and other assets     (2,568 )     (1,342 )
    Deferred commissions     1,667       121  
    Accounts payable and accrued liabilities     (8,060 )     (11,277 )
    Deferred revenue, net     (17,275 )     222  
    Operating lease liabilities     (1,331 )     (1,571 )
    Other liabilities     531       (1,621 )
       Net cash provided by operating activities     24,446       11,612  
    Cash Flows from Investing Activities:            
    Purchases of property and equipment     (354 )     (1,141 )
    Capitalized internal-use software costs     (1,534 )     (1,861 )
    Business combinations, net of cash acquired     (897 )      
       Net cash used in investing activities     (2,785 )     (3,002 )
    Cash Flows from Financing Activities:            
    Payments for deferred offering costs           (633 )
    Proceeds from stock option exercises     22,918       2,324  
    Payments of deferred contingent consideration and holdback associated with acquisitions     (1,387 )      
       Net cash provided by financing activities     21,531       1,691  
    Effect of foreign currency exchange rate changes on cash and cash equivalents     2,285       261  
       Net increase in cash, cash equivalents and restricted cash     45,477       10,562  
    Cash, cash equivalents and restricted cash – beginning of period     208,570       131,185  
    Cash, cash equivalents and restricted cash – end of period   $ 254,047     $ 141,747  
    INTAPP, INC.
    RECONCILIATION OF GAAP TO NON-GAAP FINANCIAL MEASURES
    (Unaudited, in thousands, except per share data and percentages)
     
    The following tables reconcile the specific items excluded from GAAP in the calculation of non-GAAP financial measures for the periods indicated below:
     
    Non-GAAP Gross Profit
        Three Months Ended
    September 30,
     
        2024     2023  
    GAAP gross profit   $ 86,871     $ 70,002  
    Adjusted to exclude the following:            
    Stock-based compensation     2,232       1,874  
    Amortization of intangible assets     1,571       1,055  
    Restructuring and other costs     10        
    Non-GAAP gross profit   $ 90,684     $ 72,931  
    Non-GAAP gross margin     76.3 %     71.8 %
    Non-GAAP Operating Expenses
        Three Months Ended
    September 30,
     
        2024     2023  
    GAAP research and development   $ 32,427     $ 28,496  
    Stock-based compensation     (4,624 )     (4,646 )
    Restructuring and other costs     (48 )      
    Non-GAAP research and development   $ 27,755     $ 23,850  
                 
    GAAP sales and marketing   $ 37,760     $ 34,419  
    Stock-based compensation     (5,738 )     (5,339 )
    Amortization of intangible assets     (1,268 )     (1,487 )
    Non-GAAP sales and marketing   $ 30,754     $ 27,593  
                 
                 
    GAAP general and administrative   $ 23,938     $ 21,052  
    Stock-based compensation     (7,395 )     (6,898 )
    Amortization of intangible assets     (163 )     (163 )
    Change in fair value of contingent consideration     1,004       1,431  
    Transaction costs (1)     (134 )     (328 )
    Restructuring and other costs     (172 )      
    Non-GAAP general and administrative   $ 17,078     $ 15,094  
    Non-GAAP Operating Income
        Three Months Ended
    September 30,
     
        2024     2023  
    GAAP operating loss   $ (7,254 )   $ (13,965 )
    Adjusted to exclude the following:            
    Stock-based compensation     19,989       18,757  
    Amortization of intangible assets     3,002       2,705  
    Change in fair value of contingent consideration     (1,004 )     (1,431 )
    Transaction costs (1)     134       328  
    Restructuring and other costs     230        
    Non-GAAP operating income   $ 15,097     $ 6,394  
    Non-GAAP Net Income
        Three Months Ended
    September 30,
     
        2024     2023  
    GAAP net loss   $ (4,520 )   $ (15,321 )
    Adjusted to exclude the following:            
    Stock-based compensation     19,989       18,757  
    Amortization of intangible assets     3,002       2,705  
    Change in fair value of contingent consideration     (1,004 )     (1,431 )
    Transaction costs (1)     134       328  
    Restructuring and other costs     230        
    Income tax effect of non-GAAP adjustments     (1,024 )     (415 )
    Non-GAAP net income   $ 16,807     $ 4,623  
                 
    GAAP net loss per share, basic and diluted   $ (0.06 )   $ (0.22 )
    Non-GAAP net income per share, diluted   $ 0.21     $ 0.06  
                 
    Weighted-average shares used to compute GAAP net loss per share, basic and diluted     75,604       68,937  
    Weighted-average shares used to compute non-GAAP net income per share, diluted     81,538       79,567  
    Free Cash Flow
        Three Months Ended
    September 30,
     
        2024     2023  
    Net cash provided by operating activities   $ 24,446     $ 11,612  
    Adjusted for the following cash outlay:            
    Purchases of property and equipment     (354 )     (1,141 )
    Free cash flow (2)   $ 24,092     $ 10,471  
     
    (1) Consists of acquisition-related transaction costs and costs related to certain non-capitalized offering-related expenses.
     
    (2) Beginning with the second quarter ended December 31, 2023, we have excluded capitalized internal-use software costs and cash paid for interest from the calculation of our free cash flow, which we believe better aligns with industry standard. Our free cash flow for prior period presented were recast to conform to the updated methodology and are reflected herein for comparison purposes.

    The MIL Network

  • MIL-OSI: EverQuote Announces Record Third Quarter 2024 Financial Results

    Source: GlobeNewswire (MIL-OSI)

    • Revenue Exceeds 150% Year-Over-Year Growth to $144.5 million
    • Variable Marketing Margin Increases Over 125% Year-Over-Year to $43.9 million
    • Delivers Net Income of $11.6 million and Adjusted EBITDA of $18.8 million

    CAMBRIDGE, Mass., Nov. 04, 2024 (GLOBE NEWSWIRE) — EverQuote, Inc. (Nasdaq: EVER), a leading online insurance marketplace, today announced financial results for the third quarter ended September 30, 2024.

    “We delivered record third quarter results for revenue, Variable Marketing Margin, or VMM, and Adjusted EBITDA that once again exceeded the high-end of our guidance range,” said Jayme Mendal, CEO of EverQuote. “We continue to benefit from the auto industry recovery and strong execution.  We are strategically investing into this strengthening demand environment, as we continue to effectively optimize our traffic operations, improve our AI-powered bidding solutions, and roll-out our next generation agent technology platform.”

    “Our record third quarter financial results and cash flow are evidence that we are emerging from the auto insurance downturn as a stronger company due to our ability to efficiently scale, drive strong operational leverage, and maintain disciplined expense management,” said Joseph Sanborn, CFO of EverQuote.  “Looking ahead, we expect to build upon our strong performance this year, while judiciously investing to position ourselves as the leader in our industry.”

    Third Quarter 2024 Highlights:
    (Unless otherwise noted, all comparisons are relative to the third quarter of 2023).

    • Total revenue of $144.5 million, an increase of 163%.
    • Automotive insurance vertical revenue of $130.0 million, up 202%, and representing 90% of revenue.
    • Home and renters insurance vertical revenue of $14.1 million, up 30% compared to $10.9 million.
    • VMM increased to $43.9 million, compared to VMM of $19.4 million.
    • GAAP net income improved to $11.6 million, compared to a GAAP net loss of $29.2 million.
    • Adjusted EBITDA increased to $18.8 million, compared to an Adjusted EBITDA loss of $1.9 million.
    • Cash flow from operations of $23.6 million, compared to cash flow from operations of ($4.1) million.
    • Ended the quarter with $82.8 million in cash and cash equivalents, an increase of 36% from $60.9 million at the end of the second quarter of 2024.

    Fourth Quarter 2024 Outlook:

    • Revenue of $131.0 – $136.0 million, representing 140% year-over-year growth at the midpoint.
    • Variable Marketing Margin of $38.0 – $40.0 million, representing 89% year-over-year growth at the midpoint.
    • Adjusted EBITDA of $14.0 – $16.0 million, versus a loss of ($0.9) million in the prior year’s period.

    With respect to the Company’s expectations under “Fourth Quarter 2024 Outlook” above, the Company has not reconciled the non-GAAP measure Adjusted EBITDA to the GAAP measure net income (loss) in this press release because the Company does not provide guidance for stock-based compensation expense, depreciation and amortization expense, restructuring and other charges, acquisition-related costs, interest income, and income taxes on a consistent basis as the Company is unable to quantify these amounts without unreasonable efforts, which would be required to include a reconciliation of Adjusted EBITDA to GAAP net income (loss). In addition, the Company believes such a reconciliation would imply a degree of precision that could be confusing or misleading to investors.

    Conference Call and Webcast Information

    EverQuote will host a conference call and live webcast to discuss its third quarter 2024 financial results at 4:30 p.m. Eastern Time today, November 4, 2024. To access the conference call, dial Toll Free: +1 (800) 715-9871 for the US, or +1 (646) 307-1963 for international callers, and provide conference ID 4210704. The live webcast and replay will be available on the Investors section of the Company’s website at https://investors.everquote.com.

    Safe Harbor Statement

    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. All statements other than statements of historical fact contained in this press release, including statements regarding our future results of operations and financial position, business strategy and plans, and objectives of management for future operations, are forward-looking statements. These statements involve known and unknown risks, uncertainties, and other important factors that may cause our actual results, performance or achievements to be materially different from any future results, performance, or achievements expressed or implied by the forward-looking statements. In some cases, you can identify forward-looking statements by terms such as “may,” “should,” “expects,” “might,” “plans,” “anticipates,” “could,” “intends,” “target,” “projects,” “contemplates,” “believes,” “estimates,” “predicts,” “potential,” “seek,” “would” or “continue,” or the negative of these terms or other similar expressions. The forward-looking statements in this press release are only predictions. We have based these forward-looking statements largely on our current expectations and projections about future events and financial trends that we believe may affect our business, financial condition, liquidity and results of operations. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee that the future results, levels of activity, performance or events and circumstances reflected in the forward-looking statements will be achieved or occur. These forward-looking statements speak only as of the date of this press release and are subject to a number of risks, uncertainties and assumptions described in our annual report on Form 10-K, our quarterly reports on Form 10-Q and our current reports on Form 8-K as filed with the Securities and Exchange Commission (“SEC”) from time to time. Additional information will also be set forth in the Company’s quarterly report on Form 10-Q for the fiscal quarter ended September 30, 2024, which will be filed with the SEC. Because forward-looking statements are inherently subject to risks and uncertainties, some of which cannot be predicted or quantified, you should not rely on these forward-looking statements as predictions of future events. The events and circumstances reflected in our forward-looking statements may not be achieved or occur and actual results could differ materially from those projected in the forward-looking statements. While we may elect to update these forward-looking statements at some point in the future, whether as a result of any new information, future events, or otherwise, we have no current intention of doing so except to the extent required by applicable law. Some of the key factors that could cause actual results to differ include: (1) our dependence on revenue from the property and casualty insurance industries, and specifically automotive insurance, and exposure to risks related to those industries; (2) our dependence on our relationships with insurance providers with no long-term minimum financial commitments; (3) our reliance on a small number of insurance providers for a significant portion of our revenue; (4) our dependence on third-party media sources for a significant portion of visitors to our websites and marketplace; (5) our ability to attract consumers searching for insurance to our websites and marketplace through Internet search engines, display advertising, social media, content-based online advertising and other online sources; (6) any limitations restricting our ability to market to users or collect and use data derived from user activities; (7)  risks related to cybersecurity incidents or other network disruptions; (8) risks related to the use of artificial intelligence; (9) our ability to develop new and enhanced products and services to attract and retain consumers and insurance providers, and to successfully monetize them; (10) the impact of competition in our industry and innovation by our competitors; (11) our ability to hire and retain necessary qualified employees to expand our operations; (12) our ability to stay abreast of and comply with new or modified laws and regulations that currently apply or become applicable to our business, including with respect to the insurance industry, telemarketing restrictions and data privacy requirements; (13) our ability to protect our intellectual property rights and maintain and build our brand; (14) our future financial performance, including our expectations regarding our revenue, cost of revenue, variable marketing margin, operating expenses, cash flows and ability to achieve, and maintain, future profitability; (15) our ability to properly collect, process, store, share, disclose and use consumer information and other data; and (16) the future trading prices of our Class A common stock.

    About EverQuote

    EverQuote operates a leading online insurance marketplace, connecting consumers with insurance providers. Our vision is to become the largest online source of insurance policies by using data, technology, and knowledgeable advisors to make insurance simpler, more affordable, and personalized.

    For more information, visit https://investors.everquote.com and follow on LinkedIn.

    Investor Relations Contact

    Brinlea Johnson
    The Blueshirt Group
    (415) 489-2193

    EVERQUOTE, INC.
    STATEMENTS OF OPERATIONS
     
      Three Months Ended
    September 30,
        Nine Months Ended
    September 30,
     
      2024     2023     2024     2023  
      (in thousands except per share)  
    Revenue $ 144,530     $ 55,011     $ 352,735     $ 232,216  
    Cost and operating expenses(1):                              
    Cost of revenue   5,450       6,150       15,502       17,467  
    Sales and marketing   111,794       46,505       273,491       195,537  
    Research and development   8,026       6,270       21,913       21,647  
    General and administrative   7,594       5,741       22,105       19,339  
    Restructuring and other charges         19,757             23,589  
    Acquisition-related costs                     (150 )
    Total cost and operating expenses   132,864       84,423       333,011       277,429  
    Income (loss) from operations   11,666       (29,412 )     19,724       (45,213 )
    Other income:                              
    Interest income   554       411       1,396       869  
    Other income, net   53       20       154       5  
    Total other income, net   607       431       1,550       874  
    Income (loss) before income taxes   12,273       (28,981 )     21,274       (44,339 )
    Income tax expense   (719 )     (236 )     (1,411 )     (600 )
    Net income (loss) $ 11,554     $ (29,217 )   $ 19,863     $ (44,939 )
    Net income (loss) per share:                              
    Basic $ 0.33     $ (0.87 )   $ 0.57     $ (1.36 )
    Diluted $ 0.31     $ (0.87 )   $ 0.54     $ (1.36 )
    Weighted average common shares outstanding:                              
    Basic   35,234       33,549       34,845       33,146  
    Diluted   37,214       33,549       36,509       33,146  
                                   
    (1) Amounts include stock-based compensation expense, as follows:          
      Three Months Ended
    September 30,
        Nine Months Ended
    September 30,
     
      2024     2023     2024     2023  
      (in thousands)  
    Cost of revenue $ 51     $ 57     $ 129     $ 170  
    Sales and marketing   1,837       2,216       5,083       6,761  
    Research and development   1,342       1,820       4,080       6,479  
    General and administrative   2,216       1,386       6,012       4,585  
    Restructuring and other charges         165             1,288  
      $ 5,446     $ 5,644     $ 15,304     $ 19,283  
                                   
    EVERQUOTE, INC.
    BALANCE SHEET DATA
     
      September 30,     December 31,  
      2024     2023  
      (in thousands)  
    Cash and cash equivalents $ 82,841     $ 37,956  
    Working capital   79,913       39,293  
    Total assets   180,539       110,925  
    Total liabilities   62,837       30,018  
    Total stockholders’ equity   117,702       80,907  
                   
    EVERQUOTE, INC.
    STATEMENTS OF CASH FLOWS
     
      Three Months Ended
    September 30,
        Nine Months Ended
    September 30,
     
      2024     2023     2024     2023  
      (in thousands)  
    Cash flows from operating activities:                              
    Net income (loss) $ 11,554     $ (29,217 )   $ 19,863       (44,939 )
    Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:                              
    Depreciation and amortization expense   1,618       2,251       4,117       5,121  
    Stock-based compensation expense   5,446       5,644       15,304       19,283  
    Loss on sale of health assets         19,388             19,388  
    Impairment of right-of-use asset         384             384  
    Change in fair value of contingent consideration liabilities                     (150 )
    Provision for bad debt   8       (38 )     16       186  
    Unrealized foreign currency transaction (gains) losses   59       (17 )     56       (1 )
    Changes in operating assets and liabilities:                              
    Accounts receivable   (219 )     (63 )     (27,079 )     7,267  
    Prepaid expenses and other current assets   (1,002 )     770       312       2,637  
    Commissions receivable, current and non-current   1,078       2,740       3,722       2,611  
    Operating lease right-of-use assets   590       632       1,842       2,006  
    Other assets               (291 )     36  
    Accounts payable   5,220       (2,217 )     29,703       (10,029 )
    Accrued expenses and other current liabilities   75       (3,791 )     1,113       (3,522 )
    Deferred revenue   (120 )     92       (93 )     34  
    Operating lease liabilities   (693 )     (705 )     (2,153 )     (2,348 )
    Net cash provided by (used in) operating activities   23,614       (4,147 )     46,432       (2,036 )
    Cash flows from investing activities:                              
    Acquisition of property and equipment, including costs capitalized for development of internal-use software   (1,489 )     (966 )     (3,111 )     (2,988 )
    Proceeds from sale of health assets         13,194             13,194  
    Net cash provided by (used in) investing activities   (1,489 )     12,228       (3,111 )     10,206  
    Cash flows from financing activities:                              
    Proceeds from exercise of stock options   288             2,902       340  
    Tax withholding payments related to net share settlement   (507 )     (67 )     (1,350 )     (299 )
    Net cash provided by (used in) financing activities   (219 )     (67 )     1,552       41  
    Effect of exchange rate changes on cash, cash equivalents and restricted cash   16       (13 )     12       3  
    Net increase in cash, cash equivalentsand restricted cash   21,922       8,001       44,885       8,214  
    Cash, cash equivalents and restricted cash at beginning of period   60,919       31,048       37,956       30,835  
    Cash, cash equivalents and restricted cash at end of period $ 82,841     $ 39,049     $ 82,841     $ 39,049  
                                   
    EVERQUOTE, INC.
    FINANCIAL AND OPERATING METRICS
     
    Revenue by vertical:
     
      Three Months Ended September 30,     Change  
      2024     2023     %  
      (in thousands)          
    Automotive $ 130,005     $ 43,077       201.8 %
    Home and renters   14,142       10,889       29.9 %
    Other   383       1,045       -63.3 %
    Total revenue $ 144,530     $ 55,011       162.7 %
                           
      Nine Months Ended September 30,     Change  
      2024     2023     %  
      (in thousands)          
    Automotive $ 310,165     $ 182,520       69.9 %
    Home and renters   40,715       31,068       31.1 %
    Other   1,855       18,628       -90.0 %
    Total revenue $ 352,735     $ 232,216       51.9 %
                           

    Other financial and non-financial metrics:

      Three Months Ended September 30,     Change  
      2024     2023     %  
      (in thousands)          
    Income (loss) from operations $ 11,666     $ (29,412 )     -139.7 %
    Net income (loss) $ 11,554     $ (29,217 )     -139.5 %
    Variable marketing margin $ 43,931     $ 19,368       126.8 %
    Adjusted EBITDA(1) $ 18,783     $ (1,905 )   NM  
                         
      Nine Months Ended September 30,     Change  
      2024     2023     %  
      (in thousands)          
    Income (loss) from operations $ 19,724     $ (45,213 )     -143.6 %
    Net income (loss) $ 19,863     $ (44,939 )     -144.2 %
    Variable marketing margin $ 111,204     $ 79,614       39.7 %
    Adjusted EBITDA(1) $ 39,299     $ 1,347     NM  
                         
    (1) Adjusted EBITDA is a non-GAAP measure. Please see “EverQuote, Inc. Reconciliation of Non-GAAP Measures to GAAP” below for more information.
     

    To supplement the Company’s financial statements presented in accordance with GAAP and to provide investors with additional information regarding EverQuote’s financial results, the Company has presented Adjusted EBITDA as a non-GAAP financial measure. This non-GAAP financial measure is not based on any standardized methodology prescribed by GAAP and is not necessarily comparable to similarly titled measures presented by other companies.

    The Company defines Adjusted EBITDA as net income (loss), excluding the impact of stock-based compensation expense; depreciation and amortization expense; restructuring and other charges; acquisition-related costs; interest income; and income taxes. The most directly comparable GAAP measure is net income (loss). The Company monitors and presents Adjusted EBITDA because it is a key measure used by management and the board of directors to understand and evaluate operating performance, to establish budgets and to develop operational goals for managing EverQuote’s business. In particular, the Company believes that excluding the impact of these items in calculating Adjusted EBITDA can provide a useful measure for period-to-period comparisons of EverQuote’s core operating performance.

    The Company uses Adjusted EBITDA to evaluate EverQuote’s operating performance and trends and make planning decisions. The Company believes that this non-GAAP financial measure helps identify underlying trends in EverQuote’s business that could otherwise be masked by the effect of the items that the Company excludes in the calculations of Adjusted EBITDA. Accordingly, the Company believes that this financial measure provides useful information to investors and others in understanding and evaluating EverQuote’s operating results, enhancing the overall understanding of the Company’s past performance and future prospects.

    The Company’s non-GAAP financial measures are not prepared in accordance with GAAP and should not be considered in isolation of, or as an alternative to, measures prepared in accordance with GAAP. There are a number of limitations related to the use of Adjusted EBITDA rather than net income (loss), which is the most directly comparable financial measure calculated and presented in accordance with GAAP. In addition, other companies may use other measures to evaluate their performance, which could reduce the usefulness of the Company’s non-GAAP financial measures as tools for comparison.

    The following table reconciles Adjusted EBITDA to net income (loss), the most directly comparable financial measure calculated and presented in accordance with GAAP.

    EVERQUOTE, INC.
    RECONCILIATION OF NON-GAAP MEASURES TO GAAP
     
      Three Months Ended
    September 30,
        Nine Months Ended
    September 30,
     
      2024     2023     2024     2023  
      (in thousands)  
    Net income (loss) $ 11,554     $ (29,217 )   $ 19,863     $ (44,939 )
    Stock-based compensation   5,446       5,479       15,304       17,995  
    Depreciation and amortization   1,618       2,251       4,117       5,121  
    Restructuring and other charges         19,757             23,589  
    Acquisition-related costs                     (150 )
    Interest income   (554 )     (411 )     (1,396 )     (869 )
    Income tax expense   719       236       1,411       600  
    Adjusted EBITDA $ 18,783     $ (1,905 )   $ 39,299     $ 1,347  

    The MIL Network

  • MIL-OSI: SOS Limited Announces Planned ADS Ratio Change

    Source: GlobeNewswire (MIL-OSI)

    QINGDAO, China, Nov. 04, 2024 (GLOBE NEWSWIRE) — SOS Limited (“SOS” or the “Company”) (NYSE: SOS) today announced that it plans to change the ratio of its American depositary shares (“ADSs”) from one (1) ADS representing ten (10) Class A ordinary shares to one (1) ADS representing one hundred and fifty (150) Class A ordinary shares (the “ADS Ratio Change”). The Company anticipates that the ADS Ratio Change will be effective on or about November 19, 2024 (the “Effective Date”).

    For the Company’s ADS holders, the ADS Ratio Change will have the same effect as a one-for-fifteen reverse ADS split. On the Effective Date, holders of ADSs in The Depository Trust Company and Direct Registration System will have their ADSs automatically exchanged and need not take any action. The exchange of every fifteen then-held (existing) ADSs for one (1) new ADS will occur automatically at the Effective Date, with the then-held ADSs being cancelled and new ADSs being issued by the depositary bank. 

    No fractional new ADSs will be issued in connection with the ADS Ratio Change. Instead, fractional entitlements to new ADSs will be aggregated and sold by the depositary bank and the net cash proceeds from the sale of the fractional ADS entitlements (after deduction of fees, taxes and expenses) will be distributed to the applicable ADS holders by the depositary bank.

    There will be no change to the Company’s Class A ordinary shares. As of the Effective Date, SOS’ ADSs will continue to be traded on the NYSE under the symbol “SOS”.

    As a result of the ADS Ratio Change, the ADS price is expected to increase proportionally, although the Company can give no assurance that the ADS price after the ADS Ratio Change will be equal to or greater than the ADS price on a proportionate basis.

    Safe Harbor Statement

    This press release contains forward-looking statements made under the “safe harbor” provisions of Section 21E of the Securities Exchange Act of 1934, as amended, and the U.S. Private Securities Litigation Reform Act of 1995. These forward-looking statements can be identified by terminology such as “will,” “expects,” “anticipates,” “future,” “intends,” “plans,” “believes,” “estimates,” “confident” and similar statements. SOS may also make written or oral forward-looking statements in its reports filed with or furnished to the U.S. Securities and Exchange Commission, in its annual report to shareholders, in press releases and other written materials and in oral statements made by its officers, directors or employees to third parties. Any statements that are not historical facts, including statements about SOS’ beliefs and expectations, are forward-looking statements that involve factors, risks and uncertainties that could cause actual results to differ materially from those in the forward-looking statements. Further information regarding risks, uncertainties or factors is included in the Company’s filings with the U.S. Securities and Exchange Commission. All information provided in this press release is current as of the date of the press release, and SOS does not undertake any obligation to update such information, except as required under applicable law.

    About SOS Limited

    SOS is an emerging blockchain-based and big data-driven marketing solution provider. SOS is also engaged in blockchain and cryptocurrency operations, which currently include cryptocurrency mining and may expand into cryptocurrency security and insurance in the future. Since April 2021, we launched commodity trading via our subsidiary SOS International Trading Co. Ltd and Weigou International Trading Co Ltd. Major trading commodity includes mineral resin, soybean, wheat, sesame, liquid sulfur, petrol coke and latex etc. For more information, please visit: http://www.sosyun.com/. 

    Contact:

    Steven Li
    Chief Financial Officer
    stevenli@sosyun.com
    +8613816822093
    SOURCE – SOS Limited

    The MIL Network

  • MIL-OSI: Vimeo Q3 2024 Shareholder Letter Available on Company’s IR Site

    Source: GlobeNewswire (MIL-OSI)

    NEW YORK, Nov. 04, 2024 (GLOBE NEWSWIRE) — Vimeo posted its third quarter 2024 shareholder letter on the investor relations section of its website at https://www.vimeo.com/investors.

    About Vimeo
    Vimeo (NASDAQ: VMEO) is the world’s most innovative video experience platform. We enable anyone to create high-quality video experiences to better connect and bring ideas to life. We proudly serve our community of millions of users – from creative storytellers to globally distributed teams at the world’s largest companies – whose videos receive billions of views each month. Learn more at www.vimeo.com.        

    The MIL Network

  • MIL-OSI: RYVYL to Announce Third Quarter 2024 Financial Results on Thursday, November 14, 2024

    Source: GlobeNewswire (MIL-OSI)

    SANDIEGO, CA, Nov. 04, 2024 (GLOBE NEWSWIRE) — RYVYL Inc. (NASDAQ: RVYL) (“RYVYL” or the “Company”), a leading innovator of payment transaction solutions leveraging proprietary blockchain ledger and electronic payment technology for diverse international markets, plans to report financial results for the third quarter of 2024 on Thursday, November 14, 2024, after the market close.

    RYVYL management will host a conference call at 4:30 p.m. Eastern Time on Thursday, November 14, 2024, to discuss the Company’s financial results for the third quarter ended September 30, 2024, provide a corporate update and end with a question-and-answer session. To participate, please use the following information and submit your questions in writing prior to the call at RYVYL@lhai.com.

    Q3 2024 Conference Call and Webcast
    Date: Thursday, November 14, 2024
    Time: 4:30 p.m. Eastern Time
    US Dial In: 1- 877-407-4018
    International Dial In: 1-201-689-8471
    Webcast: Q3 2024 Webcast
    Call me: Link

    Participants can use Guest dial-in #s above and be answered by an operator OR click the Call me link for instant telephone access to the event. The Call me link will be made active 15 minutes prior to scheduled start time.

    A replay of the call will be available through January 14, 2025, by calling 1-844-512-2921 within the United States or 1-412-317-6671 when calling internationally and entering access ID 13749031. An archived version of the webcast will also be available for 90 days on the IR section of the RYVYL website or by clicking the webcast link above.

    About RYVYL

    RYVYL Inc. (NASDAQ: RVYL) was born from a passion for empowering a new way to conduct business-to-business, consumer-to-business, and peer-to-peer payment transactions around the globe. By leveraging proprietary blockchain ledger and electronic payment technology for diverse international markets, RYVYL is a leading innovator of payment transaction solutions reinventing the future of financial transactions. Since its founding as GreenBox POS in 2017 in San Diego, RYVYL has developed applications enabling an end-to-end suite of turnkey financial products with enhanced security and data privacy, world-class identity theft protection, and rapid speed to settlement. As a result, the platform can log immense volumes of immutable transactional records at the speed of the internet for first-tier partners, merchants, and consumers around the globe. www.ryvyl.com

    Cautionary Note Regarding Forward-Looking Statements

    This press release includes information that constitutes 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 are based on the Company’s current beliefs, assumptions, and expectations regarding future events, which in turn are based on information currently available to the Company. Such forward-looking statements include statements regarding the timing and expectation of revenues from the license described herein and are characterized by future or conditional words such as “may,” “will,” “expect,” “intend,” “anticipate,” “believe,” “estimate” and “continue” or similar words. You should read statements that contain these words carefully because they discuss future expectations and plans, which contain projections of future results of operations or financial condition or state other forward-looking information. By their nature, forward-looking statements address matters that are subject to risks and uncertainties. A variety of factors could cause actual events and results to differ materially from those expressed in or contemplated by the forward-looking statements, including the risk that the licensee understands and complies with various banking laws and regulations that may impact the licensee’s ability to process transactions. For example, federal money laundering statutes and Bank Secrecy Act regulations discourage financial institutions from working with operators of certain industries – particularly industries with heightened cash reporting obligations and restrictions – as a result of which, banks may refuse to process certain payments and/or require onerous reporting obligations by payment processors to avoid compliance risk. These and other risk factors affecting the Company are discussed in detail in the Company’s periodic filings with the SEC. The Company undertakes no obligation to publicly update or revise any forward-looking statement, whether because of the latest information, future events or otherwise, except to the extent required by applicable laws.

    IR Contact: David Barnard, LHA Investor Relations, 415-433-3777, RYVYL@lhai.com

    The MIL Network

  • MIL-OSI: Palomar Holdings, Inc. Reports Third Quarter 2024 Results

    Source: GlobeNewswire (MIL-OSI)

    LA JOLLA, Calif., Nov. 04, 2024 (GLOBE NEWSWIRE) — Palomar Holdings, Inc. (NASDAQ:PLMR) (“Palomar” or “Company”) reported net income of $30.5 million, or $1.15 per diluted share, for the third quarter of 2024 compared to net income of $18.4 million, or $0.73 per diluted share, for the third quarter of 2023. Adjusted net income(1) was $32.4 million, or $1.23 per diluted share, for the third quarter of 2024 as compared to $23.3 million, or $0.92 per diluted share, for the third quarter of 2023.

    Third Quarter 2024 Highlights

    • Gross written premiums increased by 32.2% to $415.0 million compared to $314.0 million in the third quarter of 2023
    • Net income of $30.5 million compared to $18.4 million in the third quarter of 2023
    • Adjusted net income(1) increased 39.3% to $32.4 million compared to $23.3 million in the third quarter of 2023
    • Total loss ratio of 29.7% compared to 18.8% in the third quarter of 2023
    • Catastrophe loss ratio(1) of 9.5% compared to -0.6% in the third quarter of 2023
    • Combined ratio of 80.5% compared to 75.8% in the third quarter of 2023
    • Adjusted combined ratio(1) of 77.1% compared to 70.9%, in the third quarter of 2023
    • Adjusted combined ratio excluding catastrophe losses(1) of 67.6% compared to 71.5%, in the third quarter of 2023
    • Annualized return on equity of 19.7% compared to 17.7% in the third quarter of 2023
    • Annualized adjusted return on equity(1) of 21.0% compared to 22.3% in the third quarter of 2023

    (1) See discussion ofNon-GAAP and Key Performance Indicatorsbelow.

    Mac Armstrong, Chairman and Chief Executive Officer, commented, “I am very pleased with our third quarter results as they clearly demonstrate our successful efforts to deliver consistent earnings and returns. In a quarter that experienced a heightened level of cat activity, we delivered 39% adjusted net income growth, a 77% adjusted combined ratio, and a 21% adjusted ROE. Our results further validate the concerted efforts that we have undertaken to diversify the business, reduce the volatility in our earnings base and profitably grow. We continued to generate robust top line growth achieving 32% gross written premium growth, driven by strength in our Earthquake and Casualty products as well as strong growth from our burgeoning Crop business. Importantly, our same-store(2) premium growth rate was 38%, demonstrating the strong underlying momentum that exists across our portfolio of specialty insurance products.

    Mr. Armstrong continued, “We have numerous energizing opportunities and initiatives associated with our Palomar 2X strategy. To capitalize on them, we successfully raised $116 million in August. A portion of the proceeds will fund our acquisition of First Indemnity of America Insurance Company and our entry into the surety market. We will use the remaining proceeds for organic growth and selected increases in risk participation in product categories including Crop and Earthquake. Our diversification into attractive lines with limited correlation to the P&C cycle such as Crop and Surety will further position Palomar to deliver consistent earnings growth over time.”

    (2) Excludes the impact of lines of business exited or discontinued during the quarter.

    Underwriting Results
    Gross written premiums increased 32.2% to $415.0 million compared to $314.0 million in the third quarter of 2023, while net earned premiums increased 58.1% compared to the prior year’s third quarter. 

    Losses and loss adjustment expenses for the third quarter were $40.3 million, comprised of $27.4 million of attritional losses and $12.9 million of catastrophe losses from Hurricanes Beryl, Debby, and Helene. The loss ratio for the quarter was 29.7%, comprised of an attritional loss ratio of 20.2% and a catastrophe loss ratio(1) of 9.5% compared to a loss ratio of 18.8% during the same period last year comprised of an attritional loss ratio of 19.4% and a catastrophe loss ratio(1) of -0.6%.

    Underwriting income(1) for the third quarter was $26.4 million resulting in a combined ratio of 80.5% compared to underwriting income of $20.7 million resulting in a combined ratio of 75.8% during the same period last year. The Company’s adjusted underwriting income(1) was $31.0 million resulting in an adjusted combined ratio(1) of 77.1% in the third quarter compared to adjusted underwriting income(1) of $25.0 million and an adjusted combined ratio(1) of 70.9% during the same period last year. The Company’s adjusted combined ratio excluding catastrophe losses(1) was 67.6% compared to 71.5% during the same period last year.

    Investment Results
    Net investment income increased by 56.0% to $9.4 million compared to $6.0 million in the prior year’s third quarter. The increase was primarily due to higher yields on invested assets and a higher average balance of investments held during the three months ended September 30, 2024 due to proceeds from our August 2024 secondary offering and cash generated from operations. The weighted average duration of the fixed-maturity investment portfolio, including cash equivalents, was 3.86 years at September 30, 2024. Cash and invested assets totaled $1,017.5 million at September 30, 2024. During the third quarter, the Company recorded $2.7 net realized and unrealized gains related to its investment portfolio as compared to net realized and unrealized losses of $1.4 million during the same period last year.

    Tax Rate
    The effective tax rate for the three months ended September 30, 2024 was 20.8% compared to 24.9% for the three months ended September 30, 2023. For the current quarter, the Company’s income tax rate differed from the statutory rate due primarily to the tax impact of the permanent component of employee stock options.

    Stockholders Equity and Returns
    Stockholders’ equity was $703.3 million at September 30, 2024, compared to $421.3 million at September 30, 2023. For the three months ended September 30, 2024, the Company’s annualized return on equity was 19.7% compared to 17.7% for the same period in the prior year while adjusted return on equity(1) was 21.0% compared to 22.3% for the same period in the prior year. There were no share repurchases during the three months ended September 30, 2024.

    Full Year 2024 Outlook
    For the full year 2024, the Company expects to achieve adjusted net income of $124 million to $128 million. This range includes additional catastrophe losses incurred during the fourth quarter of 2024 of approximately $8 million related to Hurricane Milton. 

    Conference Call
    As previously announced, Palomar will host a conference call Tuesday, November 5, 2024, to discuss its third quarter 2024 results at 12:00 p.m. (Eastern Time). The conference call can be accessed live by dialing 1-877-423-9813 or for international callers, 1-201-689-8573, and requesting to be joined to the Palomar Third Quarter 2024 Earnings Conference Call. A replay will be available starting at 4:00 p.m. (Eastern Time) on November 5, 2024, and can be accessed by dialing 1-844-512-2921, or for international callers, 1-412-317-6671. The passcode for the replay is 13747528. The replay will be available until 11:59 p.m. (Eastern Time) on November 12, 2024.

    Interested investors and other parties may also listen to a simultaneous webcast of the conference call by logging onto the investor relations section of the Company’s website at http://ir.palomarspecialty.com/. The online replay will remain available for a limited time beginning immediately following the call.

    About Palomar Holdings, Inc.
    Palomar Holdings, Inc. is the holding company of subsidiaries Palomar Specialty Insurance Company (“PSIC”), Palomar Specialty Reinsurance Company Bermuda Ltd., Palomar Insurance Agency, Inc.,  Palomar Excess and Surplus Insurance Company (“PESIC”), and Palomar Underwriters Exchange Organization, Inc. Palomar’s consolidated results also include Laulima Reciprocal Exchange, a variable interest entity for which the Company is the primary beneficiary. Palomar is an innovative specialty insurer serving residential and commercial clients in five product categories: Earthquake, Inland Marine and Other Property, Casualty, Fronting, and Crop. Palomar’s insurance subsidiaries, Palomar Specialty Insurance Company, Palomar Specialty Reinsurance Company Bermuda Ltd., and Palomar Excess and Surplus Insurance Company, have a financial strength rating of “A” (Excellent) from A.M. Best. 

    To learn more, visit PLMR.com.

    Non-GAAP and Key Performance Indicators

    Palomar discusses certain key performance indicators, described below, which provide useful information about the Company’s business and the operational factors underlying the Company’s financial performance.

    Underwriting revenue is a non-GAAP financial measure defined as total revenue, excluding net investment income and net realized and unrealized gains and losses on investments. See “Reconciliation of Non-GAAP Financial Measures” for a reconciliation of total revenue calculated in accordance with GAAP to underwriting revenue.

    Underwriting income is a non-GAAP financial measure defined as income before income taxes excluding net investment income, net realized and unrealized gains and losses on investments, and interest expense. See “Reconciliation of Non-GAAP Financial Measures” for a reconciliation of income before income taxes calculated in accordance with GAAP to underwriting income.

    Adjusted net income is a non-GAAP financial measure defined as net income excluding the impact of certain items that may not be indicative of underlying business trends, operating results, or future outlook, net of tax impact. Palomar calculates the tax impact only on adjustments which would be included in calculating the Company’s income tax expense using the estimated tax rate at which the company received a deduction for these adjustments. See “Reconciliation of Non-GAAP Financial Measures” for a reconciliation of net income calculated in accordance with GAAP to adjusted net income.

    Annualized Return on equity is net income expressed on an annualized basis as a percentage of average beginning and ending stockholders’ equity during the period.

    Annualized adjusted return on equity is a non-GAAP financial measure defined as adjusted net income expressed on an annualized basis as a percentage of average beginning and ending stockholders’ equity during the period. See “Reconciliation of Non-GAAP Financial Measures” for a reconciliation of return on equity calculated using unadjusted GAAP numbers to adjusted return on equity.

    Loss ratio, expressed as a percentage, is the ratio of losses and loss adjustment expenses, to net earned premiums.

    Expense ratio, expressed as a percentage, is the ratio of acquisition and other underwriting expenses, net of commission and other income to net earned premiums.

    Combined ratio is defined as the sum of the loss ratio and the expense ratio. A combined ratio under 100% generally indicates an underwriting profit. A combined ratio over 100% generally indicates an underwriting loss.

    Adjusted combined ratio is a non-GAAP financial measure defined as the sum of the loss ratio and the expense ratio calculated excluding the impact of certain items that may not be indicative of underlying business trends, operating results, or future outlook. See “Reconciliation of Non-GAAP Financial Measures” for a reconciliation of combined ratio calculated using unadjusted GAAP numbers to adjusted combined ratio.

    Diluted adjusted earnings per share is a non-GAAP financial measure defined as adjusted net income divided by the weighted-average common shares outstanding for the period, reflecting the dilution which could occur if equity-based awards are converted into common share equivalents as calculated using the treasury stock method. See “Reconciliation of Non-GAAP Financial Measures” for a reconciliation of diluted earnings per share calculated in accordance with GAAP to diluted adjusted earnings per share.

    Catastrophe loss ratio is a non-GAAP financial measure defined as the ratio of catastrophe losses to net earned premiums. See “Reconciliation of Non-GAAP Financial Measures” for a reconciliation of loss ratio calculated using unadjusted GAAP numbers to catastrophe loss ratio.

    Adjusted combined ratio excluding catastrophe losses is a non-GAAP financial measure defined as adjusted combined ratio excluding the impact of catastrophe losses.  See “Reconciliation of Non-GAAP Financial Measures” for a reconciliation of combined ratio calculated using unadjusted GAAP numbers to adjusted combined ratio excluding catastrophe losses.

    Adjusted underwriting income is a non-GAAP financial measure defined as underwriting income excluding the impact of certain items that may not be indicative of underlying business trends, operating results, or future outlook. See “Reconciliation of Non-GAAP Financial Measures” for a reconciliation of income before income taxes calculated in accordance with GAAP to adjusted underwriting income.

    Tangible stockholdersequity is a non-GAAP financial measure defined as stockholders’ equity less goodwill and intangible assets. See “Reconciliation of Non-GAAP Financial Measures” for a reconciliation of stockholders’ equity calculated in accordance with GAAP to tangible stockholders’ equity.

    Safe Harbor Statement
    Palomar cautions you that statements contained in this press release may regard matters that are not historical facts but are forward-looking statements. These statements are based on the company’s current beliefs and expectations. The inclusion of forward-looking statements should not be regarded as a representation by Palomar that any of its plans will be achieved. Actual results may differ from those set forth in this press release due to the risks and uncertainties inherent in the Company’s business. The forward-looking statements are typically, but not always, identified through use of the words “believe,” “expect,” “enable,” “may,” “will,” “could,” “intends,” “estimate,” “anticipate,” “plan,” “predict,” “probable,” “potential,” “possible,” “should,” “continue,” and other words of similar meaning. Actual results could differ materially from the expectations contained in forward-looking statements as a result of several factors, including unexpected expenditures and costs, unexpected results or delays in development and regulatory review, regulatory approval requirements, the frequency and severity of adverse events and competitive conditions. These and other factors that may result in differences are discussed in greater detail in the Company’s filings with the Securities and Exchange Commission. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof, and the Company undertakes no obligation to update such statements to reflect events that occur or circumstances that exist after the date hereof. All forward-looking statements are qualified in their entirety by this cautionary statement, which is made under the safe harbor provisions of the Private Securities Litigation Reform Act of 1995.

    Contact
    Media Inquiries 
    Lindsay Conner 
    1-551-206-6217 
    lconner@plmr.com 

    Investor Relations
    Jamie Lillis
    1-203-428-3223
    investors@plmr.com
    Source: Palomar Holdings, Inc.

    Summary of Operating Results:

    The following tables summarize the Company’s results for the three and nine months ended September 30, 2024 and 2023:

      Three Months Ended
                   
      September 30,
                   
      2024
      2023
      Change
      % Change
      ($ in thousands, except per share data)
    Gross written premiums $ 414,977     $ 313,998     $ 100,979       32.2 %
    Ceded written premiums   (255,267 )     (203,336 )     (51,931 )     25.5 %
    Net written premiums   159,710       110,662       49,048       44.3 %
    Net earned premiums   135,646       85,817       49,829       58.1 %
    Commission and other income   715       465       250       53.8 %
    Total underwriting revenue (1)   136,361       86,282       50,079       58.0 %
    Losses and loss adjustment expenses   40,315       16,139       24,176       149.8 %
    Acquisition expenses, net of ceding commissions and fronting fees   41,469       27,004       14,465       53.6 %
    Other underwriting expenses   28,129       22,390       5,739       25.6 %
    Underwriting income (1)   26,448       20,749       5,699       27.5 %
    Interest expense   (87 )     (867 )     780       (90.0 )%
    Net investment income   9,408       6,029       3,379       56.0 %
    Net realized and unrealized gains (losses) on investments   2,734       (1,376 )     4,110       (298.7 )%
    Income before income taxes   38,503       24,535       13,968       56.9 %
    Income tax expense   8,006       6,103       1,903       31.2 %
    Net income $ 30,497     $ 18,432     $ 12,065       65.5 %
    Adjustments:                              
    Net realized and unrealized (gains) losses on investments   (2,734 )     1,376       (4,110 )     (298.7 )%
    Expenses associated with transactions   84       229       (145 )     (63.3 )%
    Stock-based compensation expense   4,117       3,589       528       14.7 %
    Amortization of intangibles   389       390       (1 )     (0.3 )%
    Tax impact   91       (725 )     816       (112.6 )%
    Adjusted net income (1) $ 32,444     $ 23,291     $ 9,153       39.3 %
    Key Financial and Operating Metrics                              
    Annualized return on equity   19.7 %     17.7 %                
    Annualized adjusted return on equity (1)   21.0 %     22.3 %                
    Loss ratio   29.7 %     18.8 %                
    Expense ratio   50.8 %     57.0 %                
    Combined ratio   80.5 %     75.8 %                
    Adjusted combined ratio (1)   77.1 %     70.9 %                
    Diluted earnings per share $ 1.15     $ 0.73                  
    Diluted adjusted earnings per share (1) $ 1.23     $ 0.92                  
    Catastrophe losses $ 12,924     $ (533 )                
    Catastrophe loss ratio (1)   9.5 %     (0.6 )%                
    Adjusted combined ratio excluding catastrophe losses (1)   67.6 %     71.5 %                
    Adjusted underwriting income (1) $ 31,038     $ 24,957     $ 6,081       24.4 %

    (1)- Indicates Non-GAAP financial measure- see above for definition of Non-GAAP financial measures and see below for reconciliation of Non-GAAP financial measures to their most directly comparable measures prepared in accordance with GAAP.

      Nine Months Ended                
      September 30,                
      2024   2023   Change   % Change
      ($ in thousands, except per share data)  
    Gross written premiums $ 1,168,239     $ 838,406     $ 329,833       39.3 %
    Ceded written premiums   (692,620 )     (542,789 )     (149,831 )     27.6 %
    Net written premiums   475,619       295,617       180,002       60.9 %
    Net earned premiums   365,796       252,164       113,632       45.1 %
    Commission and other income   2,035       1,781       254       14.3 %
    Total underwriting revenue (1)   367,831       253,945       113,886       44.8 %
    Losses and loss adjustment expenses   97,583       54,696       42,887       78.4 %
    Acquisition expenses, net of ceding commissions and fronting fees   109,072       78,740       30,332       38.5 %
    Other underwriting expenses   84,165       63,962       20,203       31.6 %
    Underwriting income (1)   77,011       56,547       20,464       36.2 %
    Interest expense   (1,052 )     (2,952 )     1,900       (64.4 )%
    Net investment income   24,506       16,690       7,816       46.8 %
    Net realized and unrealized gains (losses) on investments   5,768       (103 )     5,871       NM  
    Income before income taxes   106,233       70,182       36,051       51.4 %
    Income tax expense   23,625       16,877       6,748       40.0 %
    Net income $ 82,608     $ 53,305     $ 29,303       55.0 %
    Adjustments:                              
    Net realized and unrealized (gains) losses on investments   (5,768 )     103       (5,871 )     NM  
    Expenses associated with transactions   557       229       328       143.2 %
    Stock-based compensation expense   11,905       10,737       1,168       10.9 %
    Amortization of intangibles   1,168       1,092       76       7.0 %
    Expenses associated with catastrophe bond   2,483       1,640       843       51.4 %
    Tax impact   (734 )     (1,582 )     848       (53.6 )%
    Adjusted net income (1) $ 92,219     $ 65,524     $ 26,695       40.7 %
    Key Financial and Operating Metrics                              
    Annualized return on equity   18.8 %     17.6 %                
    Annualized adjusted return on equity (1)   20.9 %     21.7 %                
    Loss ratio   26.7 %     21.7 %                
    Expense ratio   52.3 %     55.9 %                
    Combined ratio   78.9 %     77.6 %                
    Adjusted combined ratio (1)   74.5 %     72.1 %                
    Diluted earnings per share $ 3.19     $ 2.10                  
    Diluted adjusted earnings per share (1) $ 3.56     $ 2.59                  
    Catastrophe losses $ 19,724     $ 3,432                  
    Catastrophe loss ratio (1)   5.4 %     1.4 %                
    Adjusted combined ratio excluding catastrophe losses (1)   69.2 %     70.8 %                
    Adjusted underwriting income (1) $ 93,124     $ 70,245     $ 22,879       32.6 %
    NM – not meaningful                              

    (1)- Indicates Non-GAAP financial measure- see above for definition of Non-GAAP financial measures and see below for reconciliation of Non-GAAP financial measures to their most directly comparable measures prepared in accordance with GAAP.

    Condensed Consolidated Balance sheets

    Palomar Holdings, Inc. and Subsidiaries
    Condensed Consolidated Balance Sheets (unaudited)
    (in thousands, except shares and par value data)
               
      September 30,   December 31,
      2024   2023
      (Unaudited)        
    Assets              
    Investments:              
    Fixed maturity securities available for sale, at fair value (amortized cost: $896,775 in 2024; $675,130 in 2023) $ 882,980     $ 643,799  
    Equity securities, at fair value (cost: $32,987 in 2024; $43,003 in 2023)   40,196       43,160  
    Equity method investment   2,499       2,617  
    Other investments   5,207        
    Total investments   930,882       689,576  
    Cash and cash equivalents   86,479       51,546  
    Restricted cash   105       306  
    Accrued investment income   7,495       5,282  
    Premiums receivable   326,674       261,972  
    Deferred policy acquisition costs, net of ceding commissions and fronting fees   86,408       60,990  
    Reinsurance recoverable on paid losses and loss adjustment expenses   58,889       32,172  
    Reinsurance recoverable on unpaid losses and loss adjustment expenses   360,164       244,622  
    Ceded unearned premiums   298,509       265,808  
    Prepaid expenses and other assets   104,831       72,941  
    Deferred tax assets, net   4,019       10,119  
    Property and equipment, net   409       373  
    Goodwill and intangible assets, net   11,147       12,315  
    Total assets $ 2,276,011     $ 1,708,022  
    Liabilities and stockholders’ equity              
    Liabilities:              
    Accounts payable and other accrued liabilities $ 75,424     $ 42,376  
    Reserve for losses and loss adjustment expenses   497,438       342,275  
    Unearned premiums   739,623       597,103  
    Ceded premium payable   235,157       181,742  
    Funds held under reinsurance treaty   25,056       13,419  
    Income taxes payable         7,255  
    Borrowings from credit agreements         52,600  
    Total liabilities   1,572,698       1,236,770  
    Stockholders’ equity:              
    Preferred stock, $0.0001 par value, 5,000,000 shares authorized, 0 shares issued and outstanding as of September 30, 2024 and December 31, 2023          
    Common stock, $0.0001 par value, 500,000,000 shares authorized, 26,452,242 and 24,772,987 shares issued and outstanding as of September 30, 2024 and December 31, 2023, respectively   3       3  
    Additional paid-in capital   486,198       350,597  
    Accumulated other comprehensive loss   (10,139 )     (23,991 )
    Retained earnings   227,251       144,643  
    Total stockholders’ equity   703,313       471,252  
    Total liabilities and stockholders’ equity $ 2,276,011     $ 1,708,022  
                   

    Condensed Consolidated Income Statement

    Palomar Holdings, Inc. and Subsidiaries
    Condensed Consolidated Statements of Income and Comprehensive Income (loss) (Unaudited)
    (in thousands, except shares and per share data)
           
      Three Months Ended   Nine Months Ended
      September 30,   September 30,
      2024   2023   2024   2023
    Revenues:                              
    Gross written premiums $ 414,977     $ 313,998     $ 1,168,239     $ 838,406  
    Ceded written premiums   (255,267 )     (203,336 )     (692,620 )     (542,789 )
    Net written premiums   159,710       110,662       475,619       295,617  
    Change in unearned premiums   (24,064 )     (24,845 )     (109,823 )     (43,453 )
    Net earned premiums   135,646       85,817       365,796       252,164  
    Net investment income   9,408       6,029       24,506       16,690  
    Net realized and unrealized gains (losses) on investments   2,734       (1,376 )     5,768       (103 )
    Commission and other income   715       465       2,035       1,781  
    Total revenues   148,503       90,935       398,105       270,532  
    Expenses:                              
    Losses and loss adjustment expenses   40,315       16,139       97,583       54,696  
    Acquisition expenses, net of ceding commissions and fronting fees   41,469       27,004       109,072       78,740  
    Other underwriting expenses   28,129       22,390       84,165       63,962  
    Interest expense   87       867       1,052       2,952  
    Total expenses   110,000       66,400       291,872       200,350  
    Income before income taxes   38,503       24,535       106,233       70,182  
    Income tax expense   8,006       6,103       23,625       16,877  
    Net income $ 30,497     $ 18,432     $ 82,608     $ 53,305  
    Other comprehensive income, net:                              
    Net unrealized gains (losses) on securities available for sale   17,917       (8,494 )     13,852       (6,706 )
    Net comprehensive income $ 48,414     $ 9,938     $ 96,460     $ 46,599  
    Per Share Data:                              
    Basic earnings per share $ 1.18     $ 0.75     $ 3.28     $ 2.15  
    Diluted earnings per share $ 1.15     $ 0.73     $ 3.19     $ 2.10  
                                   
    Weighted-average common shares outstanding:                              
    Basic   25,766,697       24,740,455       25,194,114       24,847,164  
    Diluted   26,479,566       25,244,828       25,877,257       25,340,602  
                                   

    Underwriting Segment Data

    The Company has a single reportable segment and offers specialty insurance products. Gross written premiums (GWP) by product, location and company are presented below:

      Three Months Ended September 30,
                   
      2024
      2023
                   
      ($ in thousands)
                   
          % of
          % of
          %
      Amount
      GWP
      Amount
      GWP
      Change
      Change
    Product (1)                                              
    Earthquake $ 135,329       32.6 %   $ 113,386       36.1 %   $ 21,943       19.4 %
    Fronting   84,945       20.5 %     94,954       30.2 %     (10,009 )     (10.5 )%
    Inland Marine and Other Property   78,734       19.0 %     64,499       20.5 %     14,235       22.1 %
    Crop   59,662       14.4 %     11,627       3.7 %     48,035       NM  
    Casualty   56,307       13.5 %     29,532       9.5 %     26,775       90.7 %
    Total Gross Written Premiums $ 414,977       100.0 %   $ 313,998       100.0 %   $ 100,979       32.2 %
    NM – not meaningful                                              
                                                   
      Nine Months Ended September 30,                
      2024   2023                
      ($ in thousands)
               
          % of       % of        %
      Amount   GWP   Amount   GWP   Change   Change
    Product (1)                                              
    Earthquake $ 376,088       32.2 %   $ 314,810       37.6 %   $ 61,278       19.5 %
    Fronting   275,671       23.6 %     266,433       31.8 %     9,238       3.5 %
    Inland Marine and Other Property   249,147       21.3 %     186,983       22.3 %     62,164       33.2 %
    Casualty   166,762       14.3 %     58,065       6.9 %     108,697       187.2 %
    Crop   100,571       8.6 %     12,115       1.4 %     88,456       NM  
    Total Gross Written Premiums $ 1,168,239       100.0 %   $ 838,406       100.0 %   $ 329,833       39.3 %
    NM – not meaningful                                              

    (1) – Beginning in 2024, the Company has updated the categorization of its products to align with management’s current strategy and view of the business. Prior year amounts have been reclassified for comparability purposes. The recategorization is for presentation purposes only and does not impact overall gross written premiums.

      Three Months Ended September 30,   Nine Months Ended September 30,
      2024   2023   2024   2023
      ($ in thousands)   ($ in thousands)  
          % of       % of       % of       % of
      Amount   GWP   Amount   GWP   Amount   GWP   Amount   GWP
    State                                                              
    California $ 170,265       41.0 %   $ 163,806       52.2 %   $ 510,879       43.7 %   $ 450,752       53.8 %
    Texas   27,019       6.5 %     24,336       7.7 %     96,414       8.3 %     72,777       8.7 %
    Hawaii   23,171       5.6 %     13,490       4.3 %     53,922       4.6 %     35,824       4.3 %
    North Dakota   18,716       4.5 %     2,898       0.9 %     19,893       1.7 %     3,326       0.4 %
    Washington   16,828       4.1 %     17,792       5.7 %     41,893       3.6 %     43,409       5.2 %
    Wisconsin   15,519       3.7 %     1,211       0.4 %     17,374       1.5 %     3,095       0.4 %
    Florida   14,433       3.5 %     11,549       3.7 %     58,153       5.0 %     36,309       4.3 %
    Oregon   8,402       2.0 %     8,536       2.7 %     21,253       1.8 %     21,223       2.5 %
    Other   120,624       29.1 %     70,380       22.4 %     348,458       29.8 %     171,691       20.4 %
    Total Gross Written Premiums $ 414,977       100.0 %   $ 313,998       100.0 %   $ 1,168,239       100.0 %   $ 838,406       100.0 %
                                                                   
      Three Months Ended September 30,   Nine Months Ended September 30,
      2024   2023   2024   2023
      ($ in thousands)   ($ in thousands)
          % of       % of       % of       % of
      Amount   GWP   Amount   GWP   Amount   GWP   Amount   GWP
    Subsidiary                                                              
    PSIC $ 236,624       57.0 %   $ 186,693       59.5 %   $ 652,988       55.9 %   $ 497,216       59.3 %
    PESIC   159,305       38.4 %     127,305       40.5 %     472,909       40.5 %     341,190       40.7 %
    Laulima   19,048       4.6 %           %     42,342       3.6 %           %
    Total Gross Written Premiums $ 414,977       100.0 %   $ 313,998       100.0 %   $ 1,168,239       100.0 %   $ 838,406       100.0 %
                                                                   

    Gross and net earned premiums

    The table below shows the amount of premiums the Company earned on a gross and net basis and the Company’s net earned premiums as a percentage of gross earned premiums for each period presented:

      Three Months Ended                   Nine Months Ended                
      September 30,                   September 30,                
      2024   2023   Change   %
    Change
      2024   2023   Change   %
    Change
      ($ in thousands)     ($ in thousands)  
    Gross earned premiums $ 395,881     $ 271,786     $ 124,095       45.7 %   $ 1,025,716     $ 739,219     $ 286,497       38.8 %
    Ceded earned premiums   (260,235 )     (185,969 )     (74,266 )     39.9 %     (659,920 )     (487,055 )     (172,865 )     35.5 %
    Net earned premiums $ 135,646     $ 85,817     $ 49,829       58.1 %   $ 365,796     $ 252,164     $ 113,632       45.1 %
                                                                   
    Net earned premium ratio   34.3 %     31.6 %                     35.7 %     34.1 %                
                                                                   

    Loss detail

      Three Months Ended                   Nine Months Ended                
      September 30,                   September 30,                
      2024   2023   Change   %
    Change
      2024   2023   Change   %
    Change
      ($ in thousands)   ($ in thousands)
    Catastrophe losses $ 12,924     $ (533 )   $ 13,457       NM     $ 19,724     $ 3,432     $ 16,292       NM  
    Non-catastrophe losses   27,391       16,672       10,719       64.3 %     77,859       51,264       26,595       51.9 %
    Total losses and loss adjustment expenses $ 40,315     $ 16,139     $ 24,176       149.8 %   $ 97,583     $ 54,696     $ 42,887       78.4 %
                                                                   
    Catastrophe loss ratio   9.5 %     (0.6 )%                     5.4 %     1.4 %                
    Non-catastrophe loss ratio   20.2 %     19.4 %                     21.3 %     20.3 %                
    Total loss ratio   29.7 %     18.8 %                     26.7 %     21.7 %                
    NM – not meaningful                                                              
                                                                   

    The following table represents a reconciliation of changes in the ending reserve balances for losses and loss adjustment expenses:

      Three Months Ended September 30,   Nine Months Ended September 30,
      2024   2023   2024   2023
      (in thousands)     (in thousands)  
    Reserve for losses and LAE net of reinsurance recoverables at beginning of period $ 118,761     $ 81,300     $ 97,653     $ 77,520  
    Add: Incurred losses and LAE, net of reinsurance, related to:                              
    Current year   40,536       15,116       100,225       50,954  
    Prior years   (221 )     1,023       (2,642 )     3,742  
    Total incurred   40,315       16,139       97,583       54,696  
    Deduct: Loss and LAE payments, net of reinsurance, related to:                              
    Current year   16,153       6,646       27,909       14,215  
    Prior years   5,649       (1,385 )     30,053       25,823  
    Total payments   21,802       5,261       57,962       40,038  
    Reserve for losses and LAE net of reinsurance recoverables at end of period   137,274       92,178       137,274       92,178  
    Add: Reinsurance recoverables on unpaid losses and LAE at end of period   360,164       232,170       360,164       232,170  
    Reserve for losses and LAE gross of reinsurance recoverables on unpaid losses and LAE at end of period $ 497,438     $ 324,348     $ 497,438     $ 324,348  
                                   

    Reconciliation of Non-GAAP Financial Measures

    For the three and nine months ended September 30, 2024 and 2023, the Non-GAAP financial measures discussed above reconcile to their most comparable GAAP measures as follows:

    Underwriting revenue

      Three Months Ended   Nine Months Ended
      September 30,   September 30,
      2024   2023   2024   2023
      (in thousands)   (in thousands)
    Total revenue $ 148,503     $ 90,935     $ 398,105     $ 270,532  
    Net investment income   (9,408 )     (6,029 )     (24,506 )     (16,690 )
    Net realized and unrealized (gains) losses on investments   (2,734 )     1,376       (5,768 )     103  
    Underwriting revenue $ 136,361     $ 86,282     $ 367,831     $ 253,945  
                                   

    Underwriting income and adjusted underwriting income

      Three Months Ended   Nine Months Ended
      September 30,   September 30,
      2024   2023   2024   2023
      (in thousands)   (in thousands)
    Income before income taxes $ 38,503     $ 24,535     $ 106,233     $ 70,182  
    Net investment income   (9,408 )     (6,029 )     (24,506 )     (16,690 )
    Net realized and unrealized (gains) losses on investments   (2,734 )     1,376       (5,768 )     103  
    Interest expense   87       867       1,052       2,952  
    Underwriting income $ 26,448     $ 20,749     $ 77,011     $ 56,547  
    Expenses associated with transactions   84       229       557       229  
    Stock-based compensation expense   4,117       3,589       11,905       10,737  
    Amortization of intangibles   389       390       1,168       1,092  
    Expenses associated with catastrophe bond               2,483       1,640  
    Adjusted underwriting income $ 31,038     $ 24,957     $ 93,124     $ 70,245  
                                   

    Adjusted net income

      Three Months Ended   Nine Months Ended
      September 30,   September 30,
      2024   2023   2024   2023
      (in thousands)   (in thousands)
    Net income $ 30,497     $ 18,432     $ 82,608     $ 53,305  
    Adjustments:                              
    Net realized and unrealized (gains) losses on investments   (2,734 )     1,376       (5,768 )     103  
    Expenses associated with transactions   84       229       557       229  
    Stock-based compensation expense   4,117       3,589       11,905       10,737  
    Amortization of intangibles   389       390       1,168       1,092  
    Expenses associated with catastrophe bond               2,483       1,640  
    Tax impact   91       (725 )     (734 )     (1,582 )
    Adjusted net income $ 32,444     $ 23,291     $ 92,219     $ 65,524  
                                   

    Annualized adjusted return on equity

      Three Months Ended   Nine Months Ended
      September 30,   September 30,
      2024   2023   2024   2023
      (in thousands)   (in thousands)
                                   
    Annualized adjusted net income $ 129,776     $ 93,164     $ 122,959     $ 87,365  
    Average stockholders’ equity $ 617,959     $ 417,521     $ 587,282     $ 403,044  
    Annualized adjusted return on equity   21.0 %     22.3 %     20.9 %     21.7 %
                                   

    Adjusted combined ratio

      Three Months Ended   Nine Months Ended
      September 30,   September 30,
      2024   2023   2024   2023
      (in thousands)   (in thousands)
    Numerator: Sum of losses and loss adjustment expenses, acquisition expenses, and other underwriting expenses, net of commission and other income $ 109,198     $ 65,068     $ 288,785     $ 195,617  
    Denominator: Net earned premiums $ 135,646     $ 85,817     $ 365,796     $ 252,164  
    Combined ratio   80.5 %     75.8 %     78.9 %     77.6 %
    Adjustments to numerator:                              
    Expenses associated with transactions $ (84 )   $ (229 )   $ (557 )   $ (229 )
    Stock-based compensation expense   (4,117 )     (3,589 )     (11,905 )     (10,737 )
    Amortization of intangibles   (389 )     (390 )     (1,168 )     (1,092 )
    Expenses associated with catastrophe bond               (2,483 )     (1,640 )
    Adjusted combined ratio   77.1 %     70.9 %     74.5 %     72.1 %
                                   

    Diluted adjusted earnings per share

      Three Months Ended   Nine Months Ended
      September 30,   September 30,
      2024   2023   2024   2023
      (in thousands, except per share data)   (in thousands, except per share data)
                                   
    Adjusted net income $ 32,444     $ 23,291     $ 92,219     $ 65,524  
    Weighted-average common shares outstanding, diluted   26,479,566       25,244,828       25,877,257       25,340,602  
    Diluted adjusted earnings per share $ 1.23     $ 0.92     $ 3.56     $ 2.59  
                                   

    Catastrophe loss ratio

      Three Months Ended   Nine Months Ended
      September 30,   September 30,
      2024   2023   2024   2023
      (in thousands)   (in thousands)
    Numerator: Losses and loss adjustment expenses $ 40,315     $ 16,139     $ 97,583     $ 54,696  
    Denominator: Net earned premiums $ 135,646     $ 85,817     $ 365,796     $ 252,164  
    Loss ratio   29.7 %     18.8 %     26.7 %     21.7 %
                                   
    Numerator: Catastrophe losses $ 12,924     $ (533 )   $ 19,724     $ 3,432  
    Denominator: Net earned premiums $ 135,646     $ 85,817     $ 365,796     $ 252,164  
    Catastrophe loss ratio   9.5 %     (0.6 )%     5.4 %     1.4 %
                                   

    Adjusted combined ratio excluding catastrophe losses

      Three Months Ended   Nine Months Ended
      September 30,   September 30,
      2024   2023   2024   2023
      (in thousands)   (in thousands)
    Numerator: Sum of losses and loss adjustment expenses, acquisition expenses, and other underwriting expenses, net of commission and other income $ 109,198     $ 65,068     $ 288,785     $ 195,617  
    Denominator: Net earned premiums $ 135,646     $ 85,817     $ 365,796     $ 252,164  
    Combined ratio   80.5 %     75.8 %     78.9 %     77.6 %
    Adjustments to numerator:                              
    Expenses associated with transactions $ (84 )   $ (229 )   $ (557 )   $ (229 )
    Stock-based compensation expense   (4,117 )     (3,589 )     (11,905 )     (10,737 )
    Amortization of intangibles   (389 )     (390 )     (1,168 )     (1,092 )
    Expenses associated with catastrophe bond               (2,483 )     (1,640 )
    Catastrophe losses   (12,924 )     533       (19,724 )     (3,432 )
    Adjusted combined ratio excluding catastrophe losses   67.6 %     71.5 %     69.2 %     70.8 %
                                   

    Tangible Stockholdersequity

      September 30,   December 31,
      2024   2023
      (in thousands)
    Stockholders’ equity $ 703,313     $ 471,252  
    Goodwill and intangible assets   (11,147 )     (12,315 )
    Tangible stockholders’ equity $ 692,166     $ 458,937  
                   

    The MIL Network

  • MIL-OSI: NXP Semiconductors Reports Third Quarter 2024 Results

    Source: GlobeNewswire (MIL-OSI)

    EINDHOVEN, The Netherlands, Nov. 04, 2024 (GLOBE NEWSWIRE) — NXP Semiconductors N.V. (NASDAQ: NXPI) today reported financial results for the third quarter, which ended September 29, 2024. “NXP delivered quarterly revenue of $3.25 billion, in-line with our overall guidance. While we experienced some strength against our expectations in the Communication Infrastructure, Mobile and Automotive end markets, we were confronted with increasing macro related weakness in the Industrial & IoT market. Our guidance for the fourth quarter reflects broader macro weakness especially in Europe and the Americas. We focus on managing what is in our control enabling NXP to drive resilient profitability and earnings in an uncertain demand environment,” said Kurt Sievers, NXP President and Chief Executive Officer.

    Key Highlights for the Third Quarter 2024:

    • Revenue was $3.25 billion, down 5 percent year-on-year;
    • GAAP gross margin was 57.4 percent, GAAP operating margin was 30.5 percent and GAAP diluted Net Income per Share was $2.79;
    • Non-GAAP gross margin was 58.2 percent, non-GAAP operating margin was 35.5 percent, and non-GAAP diluted Net Income per Share was $3.45;
    • Cash flow from operations was $779 million, with net capex investments of $186 million, resulting in non-GAAP free cash flow of $593 million;
    • During the third quarter of 2024, NXP continued to execute its capital return policy with the payment of $259 million in cash dividends, and the repurchase of $305 million of its common shares. The total capital return of $564 million in the quarter represented 95 percent of third quarter non-GAAP free cash flow. On a trailing twelve month basis, capital return to shareholders represented $2.4 billion or 87 percent of non-GAAP free cash flow. The interim dividend for the third quarter 2024 was paid in cash on October 9, 2024 to shareholders of record as of September 12, 2024. On August 29th, the NXP board of directors authorized an additional $2.0 billion for share repurchases, resulting in a $2.64 billion share repurchase balance at the end of the third quarter. Subsequent to the end of the third quarter, between September 30, 2024 and November 1, 2024, NXP executed via a 10b5-1 program additional share repurchases totaling $117 million;
    • On August 20, 2024, ESMC, the previously announced manufacturing joint venture between TSMC, Robert Bosch GmbH, Infineon Technologies AG and NXP Semiconductors N.V. held a groundbreaking ceremony to mark the initial phase of construction of its first semiconductor fab in Dresden, Germany;
    • On September 4, 2024, Vanguard International Semiconductor Corporation and NXP Semiconductors N.V. announced the receipt of all necessary governmental approvals from relevant authorities and injected capital to officially establish the previously announced VisionPower Semiconductor Manufacturing Company Pte Ltd (VSMC) manufacturing joint venture. The company will now proceed with the planned construction of VSMC’s first 300mm wafer manufacturing facility;
    • On September 10, 2024, NXP announced the Trimension® SR250, the industry’s first single-chip, UWB solution to enable Industrial and IoT applications that integrates on-chip processing capabilities with both short-range UWB-based radar and secure ranging;
    • On September 17, 2024, NXP announced the MC33777, the world’s first electric vehicle battery junction box IC that consolidates essential BMS functions into a single device; and
    • On September 24, 2024, NXP announced the new i.MX RT700 crossover MCU family, designed to power smart AI-enabled edge devices, such as wearables, consumer medical devices, smart home devices and HMI platforms.

    Summary of Reported Third Quarter 2024 ($ millions, unaudited) (1)

      Q3 2024
      Q2 2024
      Q3 2023    Q – Q   Y – Y
    Total Revenue $ 3,250     $ 3,127     $ 3,434     4%   -5%
    GAAP Gross Profit $ 1,866     $ 1,792     $ 1,965     4%   -5%
    Gross Profit Adjustments(i) $ (26 )   $ (41 )   $ (45 )        
    Non-GAAP Gross Profit $ 1,892     $ 1,833     $ 2,010     3%   -6%
    GAAP Gross Margin   57.4 %     57.3 %     57.2 %        
    Non-GAAP Gross Margin   58.2 %     58.6 %     58.5 %        
    GAAP Operating Income (Loss) $ 990     $ 896     $ 992     10%   —%
    Operating Income Adjustments(i) $ (163 )   $ (175 )   $ (211 )        
    Non-GAAP Operating Income $ 1,153     $ 1,071     $ 1,203     8%   -4%
    GAAP Operating Margin   30.5 %     28.7 %     28.9 %        
    Non-GAAP Operating Margin   35.5 %     34.3 %     35.0 %        
    GAAP Net Income (Loss) attributable to Stockholders $ 718     $ 658     $ 787          
    Net Income Adjustments(i) $ (172 )   $ (171 )   $ (178 )        
    Non-GAAP Net Income (Loss) Attributable to Stockholders $ 890     $ 829     $ 965          
    GAAP diluted Net Income (Loss) per Share(ii) $ 2.79     $ 2.54     $ 3.01          
    Non-GAAP diluted Net Income (Loss) per Share(ii) $ 3.45     $ 3.20     $ 3.70          
    Additional information
      Q3 2024
      Q2 2024
      Q3 2023
      Q – Q   Y – Y
    Automotive $ 1,829     $ 1,728     $ 1,891     6%   -3%
    Industrial & IoT $ 563     $ 616     $ 607     -9%   -7%
    Mobile $ 407     $ 345     $ 377     18%   8%
    Comm. Infra. & Other $ 451     $ 438     $ 559     3%   -19%
    DIO   149       148       134          
    DPO   60       64       60          
    DSO   30       27       25          
    Cash Conversion Cycle   119       111       99          
    Channel Inventory (weeks / months)   8 / 1.9       7 / 1.7       7 / 1.5          
    Gross Financial Leverage(iii)   1.9x       1.9x       2.1x          
    Net Financial Leverage(iv)   1.3x       1.3x       1.3x          
                                   
    1. Additional Information for the Third Quarter 2024:
      1. For an explanation of GAAP to non-GAAP adjustments, please see “Non-GAAP Financial Measures”.
      2. Refer to Table 1 below for the weighted average number of diluted shares for the presented periods.
      3. Gross financial leverage is defined as gross debt divided by trailing twelve months adjusted EBITDA.
      4. Net financial leverage is defined as net debt divided by trailing twelve months adjusted EBITDA.

    Guidance for the Fourth Quarter 2024: ($ millions, except Per Share data) (1)

                  Guidance Range              
      GAAP   Reconciliation   non-GAAP
      Low   Mid   High       Low   Mid   High
    Total Revenue $3,000   $3,100   $3,200       $3,000   $3,100     $3,200
    Q-Q -8%   -5%   -2%       -8%   -5     -2%
    Y-Y -12%   -9%   -6%       -12%   -9     -6%
    Gross Profit $1,674   $1,746   $1,820   $(35)   $1,709   $1,781     $1,855
    Gross Margin 55.8%   56.3%   56.9%       57.0%   57.5%     58.0%
    Operating Income (loss) $810   $872   $936   $(184)   $994   $1,056     $1,120
    Operating Margin 27.0%   28.1%   29.3%       33.1%   34.1%     35.0%
    Financial Income (expense) $(87)   $(87)   $(87)   $(10)   $(77)   $(77)     $(77)
    Tax rate 17.2%-18.2%       16.3%-17.3%
    NCI & Other $(14)   $(14)   $(14)   $(3)   $(11)   $(11)     $(11)
    Shares – diluted 257.0   257.0   257.0       257.0   257.0     257.0
    Earnings Per Share – diluted $2.26   $2.46   $2.66       $2.93   $3.13     $3.33
                                 

    Note (1) Additional Information:

    1. GAAP Gross Profit is expected to include Purchase Price Accounting (“PPA”) effects, $(10) million; Share-based Compensation, $(15) million; Other Incidentals, $(10) million;
    2. GAAP Operating Income (loss) is expected to include PPA effects, $(39) million; Share-based Compensation, $(118) million; Restructuring and Other Incidentals, $(27) million;
    3. GAAP Financial Income (expense) is expected to include Other financial expense $(10) million;
    4. GAAP Non-Controlling Interest (NCI) and Other is expected to include results relating to non-foundry equity-accounted investees $(3) million;
    5. GAAP diluted EPS is expected to include the adjustments noted above for PPA effects, Share-based Compensation, Restructuring and Other Incidentals in GAAP Operating Income (loss), the adjustment for Other financial expense, the adjustment for Non-controlling interest & Other and the adjustment on Tax due to the earlier mentioned adjustments.

    NXP has based the guidance included in this release on judgments and estimates that management believes are reasonable given its assessment of historical trends and other information reasonably available as of the date of this release. Please note, the guidance included in this release consists of predictions only, and is subject to a wide range of known and unknown risks and uncertainties, many of which are beyond NXP’s control. The guidance included in this release should not be regarded as representations by NXP that the estimated results will be achieved. Actual results may vary materially from the guidance we provide today. In relation to the use of non-GAAP financial information see the note regarding “Non-GAAP Financial Measures” below. For the factors, risks, and uncertainties to which judgments, estimates and forward-looking statements generally are subject see the note regarding “Forward-looking Statements.” We undertake no obligation to publicly update or revise any forward-looking statements, including the guidance set forth herein, to reflect future events or circumstances.

    Non-GAAP Financial Measures

    In managing NXP’s business on a consolidated basis, management develops an annual operating plan, which is approved by our Board of Directors, using non-GAAP financial measures, that are not in accordance with, nor an alternative to, U.S. generally accepted accounting principles (“GAAP”). In measuring performance against this plan, management considers the actual or potential impacts on these non-GAAP financial measures from actions taken to reduce costs with the goal of increasing our gross margin and operating margin and when assessing appropriate levels of research and development efforts. In addition, management relies upon these non-GAAP financial measures when making decisions about product spending, administrative budgets, and other operating expenses. We believe that these non-GAAP financial measures, when coupled with the GAAP results and the reconciliations to corresponding GAAP financial measures, provide a more complete understanding of the Company’s results of operations and the factors and trends affecting NXP’s business. We believe that they enable investors to perform additional comparisons of our operating results, to assess our liquidity and capital position and to analyze financial performance excluding the effect of expenses unrelated to core operating performance, certain non-cash expenses and share-based compensation expense, which may obscure trends in NXP’s underlying performance. This information also enables investors to compare financial results between periods where certain items may vary independent of business performance, and allow for greater transparency with respect to key metrics used by management.

    These non-GAAP financial measures are provided in addition to, and not as a substitute for, or superior to, measures of financial performance prepared in accordance with GAAP. The presentation of these and other similar items in NXP’s non-GAAP financial results should not be interpreted as implying that these items are non-recurring, infrequent, or unusual. Reconciliations of these non-GAAP measures to the most comparable measures calculated in accordance with GAAP are provided in the financial statements portion of this release in a schedule entitled “Financial Reconciliation of GAAP to non-GAAP Results (unaudited).” Please refer to the NXP Historic Financial Model file found on the Financial Information page of the Investor Relations section of our website at https://investors.nxp.com for additional information related to our rationale for using these non-GAAP financial measures, as well as the impact of these measures on the presentation of NXP’s operations.

    In addition to providing financial information on a basis consistent with GAAP, NXP also provides the following selected financial measures on a non-GAAP basis: (i) Gross profit, (ii) Gross margin, (iii) Research and development, (iv) Selling, general and administrative, (v) Amortization of acquisition-related intangible assets, (vi) Other income, (vii) Operating income (loss), (viii) Operating margin, (ix) Financial Income (expense), (x) Income tax benefit (provision), (xi) Results relating to non-foundry equity-accounted investees, (xii) Net income (loss) attributable to stockholders, (xiii) Earnings per Share – Diluted, (xiv) EBITDA, adjusted EBITDA and trailing 12 month adjusted EBITDA, and (xv) free cash flow, trailing 12 month free cash flow and trailing 12 month free cash flow as a percent of Revenue. The non-GAAP information excludes, where applicable, the amortization of acquisition related intangible assets, the purchase accounting effect on inventory and property, plant and equipment, merger related costs (including integration costs), certain items related to divestitures, share-based compensation expense, restructuring and asset impairment charges, extinguishment of debt, foreign exchange gains and losses, income tax effect on adjustments described above and results from non-foundry equity-accounted investments.

    The difference in the benefit (provision) for income taxes between our GAAP and non-GAAP results relates to the income tax effects of the GAAP to non-GAAP adjustments that we make and the income tax effect of any discrete items that occur in the interim period. Discrete items primarily relate to unexpected tax events that may occur as these amounts cannot be forecasted (e.g., the impact of changes in tax law and/or rates, changes in estimates or resolved tax audits relating to prior year tax provisions, the excess or deficit tax effects on share-based compensation, etc.).

    Conference Call and Webcast Information

    The company will host a conference call with the financial community on Tuesday, November 5, 2024 at 8:00 a.m. U.S. Eastern Standard Time (EST) to review the third quarter 2024 results in detail.

    Interested parties may preregister to obtain a user-specific access code for the call here.

    The call will be webcast and can be accessed from the NXP Investor Relations website at www.nxp.com. A replay of the call will be available on the NXP Investor Relations website within 24 hours of the actual call.

    About NXP Semiconductors

    NXP Semiconductors N.V. (NASDAQ: NXPI) is the trusted partner for innovative solutions in the automotive, industrial & IoT, mobile, and communications infrastructure markets. NXP’s “Brighter Together” approach combines leading-edge technology with pioneering people to develop system solutions that make the connected world better, safer, and more secure. The company has operations in more than 30 countries and posted revenue of $13.28 billion in 2023. Find out more at www.nxp.com.

    Forward-looking Statements

    This document includes forward-looking statements which include statements regarding NXP’s business strategy, financial condition, results of operations, market data, as well as any other statements which are not historical facts. By their nature, forward-looking statements are subject to numerous factors, risks and uncertainties that could cause actual outcomes and results to be materially different from those projected. These factors, risks and uncertainties include the following: market demand and semiconductor industry conditions; our ability to successfully introduce new technologies and products; the demand for the goods into which NXP’s products are incorporated; trade disputes between the U.S. and China, potential increase of barriers to international trade and resulting disruptions to NXP’s established supply chains; the impact of government actions and regulations, including restrictions on the export of US-regulated products and technology; increasing and evolving cybersecurity threats and privacy risks, including theft of sensitive or confidential data; the ability to generate sufficient cash, raise sufficient capital or refinance corporate debt at or before maturity to meet both NXP’s debt service and research and development and capital investment requirements; our ability to accurately estimate demand and match our production capacity accordingly or obtain supplies from third-party producers to meet demand; our access to production capacity from third-party outsourcing partners, and any events that might affect their business or NXP’s relationship with them; our ability to secure adequate and timely supply of equipment and materials from suppliers; our ability to avoid operational problems and product defects and, if such issues were to arise, to correct them quickly; our ability to form strategic partnerships and joint ventures and to successfully cooperate with our alliance partners; our ability to win competitive bid selection processes; our ability to develop products for use in customers’ equipment and products; the ability to successfully hire and retain key management and senior product engineers; global hostilities, including the invasion of Ukraine by Russia and resulting regional instability, sanctions and any other retaliatory measures taken against Russia and the continued hostilities and the armed conflict in the Middle East, which could adversely impact the global supply chain, disrupt our operations or negatively impact the demand for our products in our primary end markets; the ability to maintain good relationships with NXP’s suppliers; and a change in tax laws could have an effect on our estimated effective tax rate. In addition, this document contains information concerning the semiconductor industry, our end markets and business generally, which is forward-looking in nature and is based on a variety of assumptions regarding the ways in which the semiconductor industry, our end markets and business will develop. NXP has based these assumptions on information currently available, if any one or more of these assumptions turn out to be incorrect, actual results may differ from those predicted. While NXP does not know what impact any such differences may have on its business, if there are such differences, its future results of operations and its financial condition could be materially adversely affected. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak to results only as of the date the statements were made. Except for any ongoing obligation to disclose material information as required by the United States federal securities laws, NXP does not have any intention or obligation to publicly update or revise any forward-looking statements after we distribute this document, whether to reflect any future events or circumstances or otherwise. For a discussion of potential risks and uncertainties, please refer to the risk factors listed in our SEC filings. Copies of our SEC filings are available on our Investor Relations website, www.nxp.com/investor or from the SEC website, www.sec.gov.

    For further information, please contact:
       
    Investors: Media:
    Jeff Palmer Paige Iven
    jeff.palmer@nxp.com paige.iven@nxp.com
    +1 408 205 0687  +1 817 975 0602

    NXP-CORP

    NXP Semiconductors
    Table 1: Condensed consolidated statement of operations (unaudited)

    ($ in millions except share data) Three months ended
      September 29, 2024   June 30, 2024   October 1, 2023
               
    Revenue $ 3,250     $ 3,127     $ 3,434  
    Cost of revenue   (1,384 )     (1,335 )     (1,469 )
    Gross profit   1,866       1,792       1,965  
    Research and development   (577 )     (594 )     (601 )
    Selling, general and administrative   (265 )     (270 )     (294 )
    Amortization of acquisition-related intangible assets   (29 )     (28 )     (71 )
    Total operating expenses   (871 )     (892 )     (966 )
    Other income (expense)   (5 )     (4 )     (7 )
    Operating income (loss)   990       896       992  
    Financial income (expense):          
    Extinguishment of debt                
    Other financial income (expense)   (82 )     (75 )     (75 )
    Income (loss) before income taxes   908       821       917  
    Benefit (provision) for income taxes   (173 )     (154 )     (123 )
    Results relating to equity-accounted investees   (6 )     (3 )     (2 )
    Net income (loss)   729       664       792  
    Less: Net income (loss) attributable to non-controlling interests   11       6       5  
    Net income (loss) attributable to stockholders   718       658       787  
               
    Earnings per share data:          
    Net income (loss) per common share attributable to stockholders in $
    Basic $ 2.82     $ 2.58     $ 3.06  
    Diluted $ 2.79     $ 2.54     $ 3.01  
               
    Weighted average number of shares of common stock outstanding during the period (in thousands):
    Basic   254,458       255,478       257,488  
    Diluted   257,717       258,732       261,095  
               

    NXP Semiconductors
    Table 2: Condensed consolidated balance sheet (unaudited)

    ($ in millions) As of
      September 29, 2024   June 30, 2024   October 1, 2023
    ASSETS          
    Current assets:          
    Cash and cash equivalents $ 2,748     $ 2,859     $ 4,042  
    Short-term deposits   400       400        
    Accounts receivable, net   1,070       927       939  
    Inventories, net   2,234       2,148       2,140  
    Other current assets   574       546       495  
    Total current assets   7,026       6,880       7,616  
               
    Non-current assets:          
    Other non-current assets   2,641       2,290       2,236  
    Property, plant and equipment, net   3,309       3,289       3,197  
    Identified intangible assets, net   735       796       1,010  
    Goodwill   9,958       9,941       9,937  
    Total non-current assets   16,643       16,316       16,380  
               
    Total assets   23,669       23,196       23,996  
               
    LIABILITIES AND EQUITY          
    Current liabilities:          
    Accounts payable   899       929       959  
    Restructuring liabilities-current   52       62       16  
    Other current liabilities   1,542       1,622       1,990  
    Short-term debt   499       499       999  
    Total current liabilities   2,992       3,112       3,964  
               
    Non-current liabilities:          
    Long-term debt   9,683       9,681       10,173  
    Restructuring liabilities   4       7       3  
    Deferred tax liabilities   57       48       44  
    Other non-current liabilities   1,189       1,003       1,014  
    Total non-current liabilities   10,933       10,739       11,234  
               
    Non-controlling interests   338       327       310  
    Stockholders’ equity   9,406       9,018       8,488  
    Total equity   9,744       9,345       8,798  
               
    Total liabilities and equity   23,669       23,196       23,996  
               

    NXP Semiconductors
    Table 3: Condensed consolidated statement of cash flows (unaudited)

    ($ in millions) Three months ended
      September 29, 2024   June 30, 2024   October 1, 2023
    Cash flows from operating activities:          
    Net income (loss) $ 729     $ 664     $ 792  
    Adjustments to reconcile net income (loss) to net cash provided by (used for) operating activities:          
    Depreciation and amortization   218       213       273  
    Share-based compensation   115       114       103  
    Amortization of discount (premium) on debt, net         1       1  
    Amortization of debt issuance costs   2       1       2  
    Results relating to equity-accounted investees   6       3       2  
    (Gain) loss on equity securities, net   7       3       4  
    Deferred tax expense (benefit)   (40 )     (23 )     (33 )
    Changes in operating assets and liabilities:          
    (Increase) decrease in receivables and other current assets   (167 )     10       40  
    (Increase) decrease in inventories   (86 )     (46 )     (34 )
    Increase (decrease) in accounts payable and other liabilities   118       (220 )     (128 )
    (Increase) decrease in other non-current assets   (134 )     40       (49 )
    Exchange differences   7       5       5  
    Other items   4       (4 )     10  
    Net cash provided by (used for) operating activities   779       761       988  
    Cash flows from investing activities:          
    Purchase of identified intangible assets   (26 )     (55 )     (42 )
    Capital expenditures on property, plant and equipment   (186 )     (185 )     (200 )
    Proceeds from the disposals of property, plant and equipment         1        
    Purchase of investments   (159 )           (31 )
    Net cash provided by (used for) investing activities   (371 )     (239 )     (273 )
    Cash flows from financing activities:          
    Dividends paid to common stockholders   (259 )     (260 )     (262 )
    Proceeds from issuance of common stock through stock plans   39       3       36  
    Purchase of treasury shares and restricted stock unit
    withholdings
      (305 )     (310 )     (306 )
    Other, net   (1 )           (1 )
    Net cash provided by (used for) financing activities   (526 )     (567 )     (533 )
    Effect of changes in exchange rates on cash positions   7       (4 )     (3 )
    Increase (decrease) in cash and cash equivalents   (111 )     (49 )     179  
    Cash and cash equivalents at beginning of period   2,859       2,908       3,863  
    Cash and cash equivalents at end of period   2,748       2,859       4,042  
               
    Net cash paid during the period for:          
    Interest   27       86       38  
    Income taxes, net of refunds   196       193       165  
    Net gain (loss) on sale of assets:          
    Cash proceeds from the sale of assets         1        
    Book value of these assets         (1 )      
    Non-cash investing activities:          
    Non-cash capital expenditures   125       166       167  
               

    NXP Semiconductors
    Table 4: Financial Reconciliation of GAAP to non-GAAP Results (unaudited)

    ($ in millions except share data) Three months ended
      September 29, 2024   June 30, 2024   October 1, 2023
    GAAP Gross Profit $ 1,866     $ 1,792     $ 1,965  
    PPA Effects   (12 )     (12 )     (13 )
    Restructuring         (4 )      
    Share-based compensation   (14 )     (15 )     (14 )
    Other incidentals         (10 )     (18 )
    Non-GAAP Gross Profit $ 1,892     $ 1,833     $ 2,010  
    GAAP Gross margin   57.4 %     57.3 %     57.2 %
    Non-GAAP Gross margin   58.2 %     58.6 %     58.5 %
    GAAP Research and development $ (577 )   $ (594 )   $ (601 )
    Restructuring         (4 )     4  
    Share-based compensation   (58 )     (58 )     (53 )
    Other incidentals               (2 )
    Non-GAAP Research and development $ (519 )   $ (532 )   $ (550 )
    GAAP Selling, general and administrative $ (265 )   $ (270 )   $ (294 )
    PPA effects   (1 )     (1 )     (1 )
    Restructuring         2        
    Share-based compensation   (43 )     (41 )     (36 )
    Other incidentals   (2 )     (2 )     (4 )
    Non-GAAP Selling, general and administrative $ (219 )   $ (228 )   $ (253 )
    GAAP Operating income (loss) $ 990     $ 896     $ 992  
    PPA effects   (42 )     (41 )     (85 )
    Restructuring         (6 )     4  
    Share-based compensation   (115 )     (114 )     (103 )
    Other incidentals   (6 )     (14 )     (27 )
    Non-GAAP Operating income (loss) $ 1,153     $ 1,071     $ 1,203  
    GAAP Operating margin   30.5 %     28.7 %     28.9 %
    Non-GAAP Operating margin   35.5 %     34.3 %     35.0 %
    GAAP Income tax benefit (provision) $ (173 )   $ (154 )   $ (123 )
    Income tax effect   9       15       45  
    Non-GAAP Income tax benefit (provision) $ (182 )   $ (169 )   $ (168 )
    GAAP Net income (loss) attributable to stockholders $ 718     $ 658     $ 787  
    PPA Effects   (42 )     (41 )     (85 )
    Restructuring         (6 )     4  
    Share-based compensation   (115 )     (114 )     (103 )
    Other incidentals   (6 )     (14 )     (27 )
    Other adjustments:          
    Adjustments to financial income (expense)   (12 )     (8 )     (10 )
    Income tax effect   9       15       45  
    Results relating to equity-accounted investees, excluding Foundry investees1   (6 )     (3 )     (2 )
    Non-GAAP Net income (loss) attributable to stockholders $ 890     $ 829     $ 965  
               
               
    Additional Information:          
    1. Refer to Table 7 below for further information regarding the results relating to equity-accounted investees.
               
    GAAP net income (loss) per common share attributable to stockholders – diluted $ 2.79     $ 2.54     $ 3.01  
    PPA Effects   (0.16 )     (0.16 )     (0.33 )
    Restructuring         (0.02 )     0.01  
    Share-based compensation   (0.45 )     (0.44 )     (0.40 )
    Other incidentals   (0.02 )     (0.06 )     (0.10 )
    Other adjustments:          
    Adjustments to financial income (expense)   (0.05 )     (0.03 )     (0.03 )
    Income tax effect   0.04       0.06       0.17  
    Results relating to equity-accounted investees, excluding Foundry investees1   (0.02 )     (0.01 )     (0.01 )
    Non-GAAP net income (loss) per common share attributable to stockholders – diluted $ 3.45     $ 3.20     $ 3.70  
               
               
    Additional Information:          
    1. Refer to Table 7 below for further information regarding the results relating to equity-accounted investees.

    NXP Semiconductors
    Table 5: Financial Reconciliation of GAAP to non-GAAP Financial income (expense) (unaudited)

    ($ in millions) Three months ended
      September 29, 2024   June 30, 2024   October 1, 2023
    GAAP Financial income (expense) $ (82 )   $ (75 )   $ (75 )
    Foreign exchange loss   (3 )     (2 )     (3 )
    Other financial expense   (9 )     (6 )     (7 )
    Non-GAAP Financial income (expense) $ (70 )   $ (67 )   $ (65 )
               

    NXP Semiconductors
    Table 6: Financial Reconciliation of GAAP to non-GAAP Other income (expense) (unaudited)

    ($ in millions) Three months ended
      September 29, 2024   June 30, 2024   October 1, 2023
    GAAP Other income (expense) $ (5 )   $ (4 )   $ (7 )
    Other incidentals   (4 )     (2 )     (3 )
    Non-GAAP Other income (expense) $ (1 )   $ (2 )   $ (4 )
               

    NXP Semiconductors
    Table 7: Financial Reconciliation of GAAP to non-GAAP Results relating to equity-accounted investees (unaudited)

    ($ in millions) Three months ended
      September 29, 2024   June 30, 2024   October 1, 2023
    GAAP Results relating to equity-accounted investees $ (6 )   $ (3 )   $ (2 )
    Results of equity-accounted investees, excluding Foundry investees1   (6 )     (3 )     (2 )
    Non-GAAP Results relating to equity-accounted investees $     $     $  
               
    Additional Information:
    1. We adjust our results relating to equity-accounted investees for those results from investments over which NXP has significant influence, but not control, and whose business activities are not related to the core operating performance of NXP. Our equity-investments in foundry partners are part of our long-term core operating performance and accordingly those results comprise the Non-GAAP Results relating to equity-accounted investees.

    NXP Semiconductors
    Table 8: Adjusted EBITDA and Free Cash Flow (unaudited)

    ($ in millions) Three months ended
      September 29, 2024   June 30, 2024   October 1, 2023
    GAAP Net income (loss) $ 729     $ 664     $ 792  
    Reconciling items to EBITDA (Non-GAAP)          
    Financial (income) expense   82       75       75  
    (Benefit) provision for income taxes   173       154       123  
    Depreciation   149       146       163  
    Amortization   69       67       110  
    EBITDA (Non-GAAP) $ 1,202     $ 1,106     $ 1,263  
    Reconciling items to adjusted EBITDA (Non-GAAP)          
    Results of equity-accounted investees, excluding Foundry investees1   6       3       2  
    Restructuring         6       (4 )
    Share-based compensation   115       114       103  
    Other incidental items   6       14       27  
    Adjusted EBITDA (Non-GAAP) $ 1,329     $ 1,243     $ 1,391  
    Trailing twelve month adjusted EBITDA (Non-GAAP)   5,235       5,297       5,384  
               
               
    Additional Information:          
    1. Refer to Table 7 above for further information regarding the results relating to equity-accounted investees.
               
               
    ($ in millions) Three months ended
      September 29, 2024   June 30, 2024   October 1, 2023
    Net cash provided by (used for) operating activities $ 779     $ 761     $ 988  
    Net capital expenditures on property, plant and equipment   (186 )     (184 )     (200 )
    Non-GAAP free cash flow $ 593     $ 577     $ 788  
    Trailing twelve month non-GAAP free cash flow $ 2,759     $ 2,954     $ 2,568  
    Trailing twelve month non-GAAP free cash flow as percent of Revenue   21 %     23 %     20 %
               

    The MIL Network

  • MIL-OSI: Greenlight Re Announces Third Quarter 2024 Financial Results

    Source: GlobeNewswire (MIL-OSI)

    GRAND CAYMAN, Cayman Islands, Nov. 04, 2024 (GLOBE NEWSWIRE) — Greenlight Capital Re, Ltd. (NASDAQ: GLRE) (“Greenlight Re” or the “Company”) today reported its financial results for the third quarter ended September 30, 2024.

    Third Quarter 2024 Highlights (all comparisons are to third quarter 2023 unless noted otherwise):

    • Gross premiums written of $168.3 million compared to $183.1 million;
    • Net premiums earned of $151.9 million, compared to $163.1 million;
    • Net underwriting income of $6.1 million, compared to $14.4 million;
    • Total investment income of $28.1 million, compared to $5.1 million;
    • Net income of $35.2 million, or $1.01 per diluted ordinary share, compared to $13.5 million, or $0.39 per diluted ordinary share;
    • Combined ratio of 95.9%, compared to 91.2%; and
    • Fully diluted book value per share increased $1.07, or 6.1%, to $18.72, from $17.65 at June 30, 2024.

    Greg Richardson, Chief Executive Officer of Greenlight Re, stated, “Our third quarter results demonstrated Greenlight Re’s disciplined and resilient underwriting approach, achieving profitable performance for the eighth consecutive quarter. Alongside strong investment returns, Greenlight Re recorded a notably strong quarter.”

    David Einhorn, Chairman of the Board of Directors, said, “Solasglas generated a net return of 5.2% in the third quarter, while maintaining a conservative exposure to equity markets. Despite significant natural catastrophe events during the quarter, Greenlight Re performed well, with positive performance on both our underwriting and investment activities.”

    Third Quarter 2024 Results

    Gross premiums written in the third quarter of 2024 were $168.3 million, compared to $183.1 million in the third quarter of 2023. The $14.7 million decrease, or 8.0%, was primarily due to a personal property contract and a Lloyd’s casualty contract that the Company non-renewed during 2024, and was partially offset by growth in the specialty business. Similarly, earned premiums decreased by $11.2 million, or 6.9%, to $151.9 million.

    The Company recognized net underwriting income of $6.1 million in the third quarter of 2024, compared to net underwriting income of $14.4 million during the equivalent period in 2023. The combined ratio for the third quarter of 2024 was 95.9%, compared to 91.2% for the equivalent period in 2023. Catastrophe losses, including Hurricane Helene, Central European floods and US severe convective storms, added 9.3% to the combined ratio during the third quarter of 2024.

    The Company’s total investment income during the third quarter of 2024 was $28.1 million. The Company’s investment in the Solasglas fund, managed by DME Advisors, returned 5.2%, representing net income of $19.8 million. The Company reported $8.2 million of other investment income, primarily from interest earned on its restricted cash and cash equivalents.

    The net income of $35.2 million contributed to the 6.1% increase in fully diluted book value per share for the quarter, which increased to $18.72 per share at September 30, 2024 from $17.65 at June 30, 2024.

    During the third quarter of 2024, the Company repurchased 547,402 ordinary shares for $7.5 million under its share repurchase plan.

    The following table summarizes the components of the Company’s combined ratio.

        Third Quarter
    Underwriting ratios   2024     2023  
    Loss ratio – current year   65.0 %   61.4 %
    Loss ratio – prior year   (3.7)%   (2.0)%
    Loss ratio   61.3 %   59.4 %
    Acquisition cost ratio   30.4 %   28.8 %
    Composite ratio   91.7 %   88.2 %
    Underwriting expense ratio   4.2 %   3.0 %
    Combined ratio   95.9 %   91.2 %

    Greenlight Capital Re, Ltd. Third Quarter 2024 Earnings Call

    Greenlight Re will host a live conference call to discuss its financial results on Tuesday, November 5, 2024, at 9:00 a.m. Eastern Time. Dial-in details: 

    U.S. toll free  1-877-407-9753
    International  1-201-493-6739

    The conference call can also be accessed via webcast at:

    https://event.webcasts.com/starthere.jsp?ei=1692074&tp_key=a944f284f8

    A telephone replay will be available following the call through November 11, 2024.  The replay of the call may be accessed by dialing 1-877-660-6853 (U.S. toll free) or 1-201-612-7415 (international), access code 13749374. An audio file of the call will also be available on the Company’s website, www.greenlightre.com.

    2024 Investor Day

    As previously announced, the Company will host its 2024 Investor Day in New York City on Tuesday, November 19, 2024, at 12:00 noon Eastern Time. The event will include a luncheon, detailed presentation from members of the executive management team, and opportunities for live interaction during the Q&A segment.

    Attendees must register in advance. To register, please contact Karin Daly, Greenlight Capital Re’s investor relations representative at IR@greenlightre.ky.

    The 2024 Investor Day will be held exclusively in-person. An archived webcast will become available on the Company’s website following the event.

    Non-GAAP Financial Measures
    In presenting the Company’s results, management has included financial measures that are not calculated under standards or rules that comprise accounting principles generally accepted in the United States (GAAP). Such measures, including fully diluted book value per share and net underwriting income (loss), are referred to as non-GAAP measures. These non-GAAP measures may be defined or calculated differently by other companies. Management believes these measures allow for a more thorough understanding of the underlying business. These non-GAAP measures may not be comparable to similarly titled measures reported by other companies and should be used to monitor our results and should be considered in addition to, and not viewed as a substitute for those measures determined in accordance with GAAP. Reconciliations of such measures to the most comparable GAAP figures are included in the attached financial information in accordance with Regulation G.

    Forward-Looking Statements
    This news release contains forward-looking statements concerning Greenlight Capital Re, Ltd. and/or its subsidiaries (the “Company”) within the meaning of the U.S. federal securities laws. We intend these forward-looking statements to be covered by the safe harbor provisions for forward-looking statements in the U.S. federal securities laws. These statements involve risks and uncertainties that could cause actual results to differ materially from those contained in forward-looking statements made on the Company’s behalf. These risks and uncertainties include a downgrade or withdrawal of our A.M. Best ratings; any suspension or revocation of any of our licenses; losses from catastrophes; the loss of significant brokers; the performance of Solasglas Investments, LP; the carry values of our investments made under our Greenlight Re Innovations pillar may differ significantly from those that would be used if we carried these investments at fair value; and other factors described in our most recent Annual Report on Form 10-K filed with the Securities and Exchange Commission (“SEC”) on March 5, 2024, as those factors may be updated from time to time in our periodic and other filings with the SEC, which are accessible on the SEC’s website at www.sec.gov. The Company undertakes no obligation to publicly update or revise any forward-looking statements, which speak only as to the date of this release, whether as a result of new information, future events, or otherwise, except as provided by law.

    About Greenlight Capital Re, Ltd.
    Greenlight Re (www.greenlightre.com) provides multiline property and casualty insurance and reinsurance through its licensed and regulated reinsurance entities in the Cayman Islands and Ireland, and its Lloyd’s platform, Greenlight Innovation Syndicate 3456. The Company complements its underwriting activities with a non-traditional investment approach designed to achieve higher rates of return over the long term than reinsurance companies that exclusively employ more traditional investment strategies. The Company’s innovations unit, Greenlight Re Innovations, supports technology innovators in the (re)insurance space by providing investment capital, risk capacity, and access to a broad insurance network.

    Investor Relations Contact
    Karin Daly
    Vice President, The Equity Group Inc.
    (212) 836-9623
    IR@greenlightre.ky

    GREENLIGHT CAPITAL RE, LTD.
    CONDENSED CONSOLIDATED BALANCE SHEETS
    (expressed in thousands of U.S. dollars, except per share and share amounts)

      September 30, 2024   December 31, 2023
      (UNAUDITED)    
    Assets      
    Investments      
    Investment in related party investment fund, at fair value $ 397,888   $ 258,890
    Other investments   73,559     73,293
    Total investments   471,447     332,183
    Cash and cash equivalents   54,642     51,082
    Restricted cash and cash equivalents   567,091     604,648
    Reinsurance balances receivable (net of allowance for expected credit losses)   718,719     619,401
    Loss and loss adjustment expenses recoverable (net of allowance for expected credit losses)   65,947     25,687
    Deferred acquisition costs   82,206     79,956
    Unearned premiums ceded   35,270     17,261
    Other assets   6,364     5,089
    Total assets $ 2,001,686   $ 1,735,307
    Liabilities and equity      
    Liabilities      
    Loss and loss adjustment expense reserves $ 811,152   $ 661,554
    Unearned premium reserves   347,103     306,310
    Reinsurance balances payable   88,152     68,983
    Funds withheld   20,788     17,289
    Other liabilities   8,491     11,795
    Debt   62,582     73,281
    Total liabilities   1,338,268     1,139,212
    Shareholders’ equity      
    Ordinary share capital (par value $0.10; issued and outstanding, 34,832,493) (2023: par value $0.10; issued and outstanding, 35,336,732) $ 3,483   $ 3,534
    Additional paid-in capital   481,672     484,532
    Retained earnings   178,263     108,029
    Total shareholders’ equity   663,418     596,095
    Total liabilities and equity $ 2,001,686   $ 1,735,307
    GREENLIGHT CAPITAL RE, LTD.
    CONDENSED CONSOLIDATED RESULTS OF OPERATIONS
    (UNAUDITED) 
    (expressed in thousands of U.S. dollars, except percentages and per share amounts)
      Three months ended September 30   Nine months ended September 30
        2024       2023       2024       2023  
    Underwriting revenue              
    Gross premiums written $ 168,346     $ 183,074     $ 554,579     $ 524,472  
    Gross premiums ceded   (26,598 )     (14,789 )     (64,611 )     (35,740 )
    Net premiums written   141,748       168,285       489,968       488,732  
    Change in net unearned premium reserves   10,136       (5,175 )     (18,150 )     (43,030 )
    Net premiums earned $ 151,884     $ 163,110     $ 471,818     $ 445,702  
    Underwriting related expenses              
    Net loss and loss adjustment expenses incurred:              
    Current year $ 98,820     $ 100,143     $ 305,467     $ 273,570  
    Prior year   (5,654 )     (3,300 )     (943 )     10,502  
    Net loss and loss adjustment expenses incurred   93,165       96,843       304,524       284,072  
    Acquisition costs   46,162       46,933       138,226       126,702  
    Underwriting expenses   6,073       4,639       18,223       14,046  
    Deposit interest expense (income), net   377       278       1,020       645  
    Net underwriting income (1) $ 6,107     $ 14,417     $ 9,825     $ 20,237  
                   
    Income (loss) from investment in Solasglas $ 19,844     $ (1,853 )   $ 42,422     $ 27,791  
    Net investment income   8,244       6,958       24,611       24,705  
    Total investment income $ 28,088     $ 5,105     $ 67,033     $ 52,496  
                   
    Corporate expenses $ 4,253     $ 3,266     $ 13,334     $ 13,820  
    Foreign exchange losses (gains)   (5,826 )     1,999       (3,245 )     (7,661 )
    Other income, net   (2,210 )     (706 )     (9,969 )     (5,738 )
    Interest expense   2,018       1,457       4,827       2,977  
    Income tax expense   723       29       1,677       111  
    Net income $ 35,237     $ 13,477     $ 70,234     $ 69,224  
                   
    Earnings per share              
    Basic $ 1.03     $ 0.40     $ 2.05     $ 2.03  
    Diluted $ 1.01     $ 0.39     $ 2.02     $ 1.99  
                   
    Underwriting ratios:              
    Loss ratio – current year   65.0 %     61.4 %     64.7 %     61.4 %
    Loss ratio – prior year (3.7)%   (2.0)%   (0.2)%     2.4 %
    Loss ratio   61.3 %     59.4 %     64.5 %     63.8 %
    Acquisition cost ratio   30.4 %     28.8 %     29.3 %     28.4 %
    Composite ratio   91.7 %     88.2 %     93.8 %     92.2 %
    Underwriting expense ratio   4.2 %     3.0 %     4.1 %     3.3 %
    Combined ratio   95.9 %     91.2 %     97.9 %     95.5 %

    1 Net underwriting income is a non-GAAP financial measure. See “ Key Financial Measures and Non-GAAP Measures” below for discussion and reconciliation of non-GAAP financial measures.

    The following tables present the Company’s net premiums earned and underwriting ratios by line of business: 

      Three months ended September 30   Three months ended September 30
      2024     2023  
      Property   Casualty   Other   Total   Property   Casualty   Other   Total
      ($ in thousands except percentage)
    Net premiums earned $19,134     $83,079     $49,671     $151,884     $24,362     $93,514     $45,234     $163,110  
    Underwriting ratios:                              
    Loss ratio 112.4 %   52.7 %   56.1 %   61.3 %   54.1 %   67.4 %   45.6 %   59.4 %
    Acquisition cost ratio 19.9     34.0     28.4     30.4     17.7     31.9     28.2     28.8  
    Composite ratio 132.3 %   86.7 %   84.5 %   91.7 %   71.8 %   99.3 %   73.8 %   88.2 %
    Underwriting expense ratio             4.2                 3.0  
    Combined ratio             95.9 %               91.2 %
      Nine months ended September 30   Nine months ended September 30
      2024     2023  
      Property   Casualty   Other   Total   Property   Casualty   Other   Total
      ($ in thousands except percentage)
    Net premiums earned $60,610     $263,872     $147,336     $471,818     $63,854     $259,075     $122,773     $445,702  
    Underwriting ratios:                              
    Loss ratio 90.1 %   61.5 %     59.4 %   64.5 %   81.6 %   67.0 %   47.5 %   63.8 %
    Acquisition cost ratio 17.1     32.6       28.3     29.3     18.5     31.0     28.2     28.4  
    Composite ratio 107.2 %   94.1 %     87.7 %   93.8 %   100.1 %   98.0 %   75.7 %   92.2 %
    Underwriting expense ratio             4.1                 3.3  
    Combined ratio             97.9 %               95.5 %


    GREENLIGHT CAPITAL RE, LTD.

    KEY FINANCIAL MEASURES AND NON-GAAP MEASURES

    Management uses certain key financial measures, some of which are not prescribed under U.S. GAAP rules and standards (“non-GAAP financial measures”), to evaluate our financial performance, financial position, and the change in shareholder value. Generally, a non-GAAP financial measure, as defined in SEC Regulation G, is a numerical measure of a company’s historical or future financial performance, financial position, or cash flows that either excludes or includes amounts that are not normally excluded or included in the most directly comparable measure calculated and presented under U.S. GAAP. We believe that these measures, which may be calculated or defined differently by other companies, provide consistent and comparable metrics of our business performance to help shareholders understand performance trends and facilitate a more thorough understanding of the Company’s business. Non-GAAP financial measures should not be viewed as substitutes for those determined under U.S. GAAP.

    The key non-GAAP financial measures used in this news release are:

    • Fully diluted book value per share; and
    • Net underwriting income (loss).

    These non-GAAP financial measures are described below.

    Fully Diluted Book Value Per Share

    Our primary financial goal is to increase fully diluted book value per share over the long term. We use fully diluted book value as a financial measure in our incentive compensation plan.

    We believe that long-term growth in fully diluted book value per share is the most relevant measure of our financial performance because it provides management and investors a yardstick to monitor the shareholder value generated. Fully diluted book value per share may also help our investors, shareholders, and other interested parties form a basis of comparison with other companies within the property and casualty reinsurance industry. Fully diluted book value per share should not be viewed as a substitute for the most comparable U.S. GAAP measure, which in our view is the basic book value per share.

    We calculate basic book value per share as (a) ending shareholders’ equity, divided by (b) the total ordinary shares issued and outstanding, as reported in the consolidated financial statements. Fully diluted book value per share represents basic book value per share combined with any dilutive impact of in-the-money stock options (assuming net exercise) and all outstanding restricted stock units “RSUs”. We believe these adjustments better reflect the ultimate dilution to our shareholders.

    The following table presents a reconciliation of the fully diluted book value per share to basic book value per share (the most directly comparable U.S. GAAP financial measure):

      September 30, 2024   June 30, 2024   March 31, 2024   December 31, 2023   September 30, 2023
    Numerator for basic and fully diluted book value per share:                  
    Total equity as reported under U.S. GAAP $  663,418   $   634,020   $ 624,458   $ 596,095   $ 575,865
    Denominator for basic and fully diluted book value per share:                  
    Ordinary shares issued and outstanding as reported and denominator for basic book value per share   34,832,493     35,321,144     35,321,144     35,336,732     35,337,407
    Add: In-the-money stock options (1) and all outstanding RSUs   602,013     594,612     585,334     264,870     312,409
    Denominator for fully diluted book value per share   35,434,506     35,915,756     35,906,478     35,601,602     35,649,816
                       
    Basic book value per share $ 19.05   $ 17.95   $ 17.68   $ 16.87   $ 16.30
    Fully diluted book value per share $ 18.72   $ 17.65   $ 17.39   $ 16.74   $ 16.15

    (1) Assuming net exercise by the grantee.

    Net Underwriting Income (Loss)

    One way that we evaluate the Company’s underwriting performance is by measuring net underwriting income (loss). We do not use premiums written as a measure of performance. Net underwriting income (loss) is a performance measure used by management to evaluate the fundamentals underlying the Company’s underwriting operations. We believe that the use of net underwriting income (loss) enables investors and other users of the Company’s financial information to analyze our performance in a manner similar to how management analyzes performance. Management also believes this measure follows industry practice and allows the users of financial information to compare the Company’s performance with that of our industry peer group.

    Net underwriting income (loss) is considered a non-GAAP financial measure because it excludes items used to calculate net income before taxes under U.S. GAAP. We calculate net underwriting income (loss) as net premiums earned less net loss and loss adjustment expenses, acquisition costs, underwriting expenses (including related G&A expenses), and deposit interest expense, plus deposit interest income. The measure excludes, on a recurring basis: (1) investment income (loss); (2) other income (expense) not related to underwriting, including foreign exchange gains or losses, and Lloyd’s interest income and expense; (3) corporate G&A expenses; and (4) interest expense. We exclude total investment income or loss, foreign exchange gains or losses, and Lloyd’s interest income or expense as we believe these items are influenced by market conditions and other factors unrelated to underwriting decisions. Additionally, we exclude corporate G&A and interest expenses because these costs are generally fixed and not incremental to or directly related to our underwriting operations. We believe all of these amounts are largely independent of our underwriting process, and including them could hinder the analysis of trends in our underwriting operations. Net underwriting income (loss) should not be viewed as a substitute for U.S. GAAP net income before income taxes.

    The reconciliations of net underwriting income to income before income taxes (the most directly comparable U.S. GAAP financial measure) on a consolidated basis are shown below:

      Three months ended September 30   Nine months ended September 30
        2024       2023       2024       2023  
      ($ in thousands)
    Income before income tax $ 35,960     $  13,506     $ 71,911     $ 69,335  
    Add (subtract):              
    Total investment income   (28,088 )     (5,105 )     (67,033 )     (52,496 )
    Foreign exchange losses (gains)   (5,826 )     1,999       (3,245 )     (7,661 )
    Other non-underwriting income   (2,210 )     (706 )     (9,969 )     (5,738 )
    Corporate expenses   4,253       3,266       13,334       13,820  
    Interest expense   2,018       1,457       4,827       2,977  
    Net underwriting income $ 6,107     $ 14,417     $ 9,825     $ 20,237  

    The MIL Network

  • MIL-OSI: Par Pacific Holdings Reports Third Quarter 2024 Results

    Source: GlobeNewswire (MIL-OSI)

    HOUSTON, Nov. 04, 2024 (GLOBE NEWSWIRE) — Par Pacific Holdings, Inc. (NYSE: PARR) (“Par Pacific” or the “Company”) today reported its financial results for the quarter ended September 30, 2024.

    • Net Income of $7.5 million, or $0.13 per diluted share
    • Adjusted Net Loss of $(5.5) million, or $(0.10) per diluted share
    • Adjusted EBITDA of $51.4 million
    • Record logistics financial results driven by record refining throughput
    • Liquidity increased by $112.1 million while repurchasing $21.9 million of common stock

    Par Pacific reported net income of $7.5 million, or $0.13 per diluted share, for the quarter ended September 30, 2024, compared to $171.4 million, or $2.79 per diluted share, for the same quarter in 2023. Third quarter 2024 Adjusted Net Loss was $(5.5) million, compared to Adjusted Net Income of $193.4 million in the third quarter of 2023. Third quarter 2024 Adjusted EBITDA was $51.4 million, compared to $255.7 million in the third quarter of 2023. A reconciliation of reported non-GAAP financial measures to their most directly comparable GAAP financial measures can be found in the tables accompanying this news release.

    “Our third quarter financial results reflect a challenging summer refining margin environment,” said Will Monteleone, President and Chief Executive Officer. “Despite the cyclical downturn, refining system throughput set a quarterly record, our retail and logistics segments delivered consistently strong financial results, and our Hawaii SAF project has entered the construction phase. We are focused on improving operating and capital efficiency while prioritizing safe and reliable operations.”

    Refining

    The Refining segment reported operating income of $19.0 million in the third quarter of 2024, compared to $194.8 million in the third quarter of 2023. Adjusted Gross Margin for the Refining segment was $142.2 million in the third quarter of 2024, compared to $350.6 million in the third quarter of 2023.

    Refining segment Adjusted EBITDA was $20.1 million in the third quarter of 2024, compared to $233.6 million in the third quarter of 2023.

    Hawaii
    The 3-1-2 Singapore Crack Spread was $11.00 per barrel in the third quarter of 2024, compared to $23.39 per barrel in the third quarter of 2023. Throughput in the third quarter of 2024 was 81 thousand barrels per day (Mbpd), compared to 82 Mbpd for the same quarter in 2023. Production costs were $4.58 per throughput barrel in the third quarter of 2024, compared to $4.50 per throughput barrel in the same period of 2023.

    The Hawaii refinery’s Adjusted Gross Margin was $6.10 per barrel during the third quarter of 2024, including a net price lag impact of approximately $5.1 million, or $0.68 per barrel, compared to $13.47 per barrel during the third quarter of 2023.

    Montana
    The RVO Adjusted USGC 3-2-1 Index averaged $14.14 per barrel in the third quarter of 2024, compared to $29.65 in the third quarter of 2023. The Montana refinery’s throughput in the third quarter of 2024 was 57 Mbpd, compared to 55 Mbpd for the same quarter in 2023. Production costs were $11.61 per throughput barrel, compared to $10.83 per throughput barrel in the same period of 2023.

    The Montana refinery’s Adjusted Gross Margin was $12.42 per barrel during the third quarter of 2024, compared to $26.49 per barrel during the third quarter of 2023.

    Washington
    The RVO Adjusted Pacific Northwest 3-1-1-1 Index averaged $15.48 per barrel in the third quarter of 2024, compared to $35.00 per barrel in the third quarter of 2023. The Washington refinery’s throughput was 41 Mbpd in the third quarter of 2024, compared to 41 Mbpd in the third quarter of 2023. Production costs were $3.50 per throughput barrel in the third quarter of 2024, compared to $3.77 per throughput barrel in the same period of 2023.

    The Washington refinery’s Adjusted Gross Margin was $1.76 per barrel during the third quarter of 2024, compared to $12.30 per barrel during the third quarter of 2023.

    Wyoming
    The RVO Adjusted USGC 3-2-1 Index averaged $14.14 per barrel in the third quarter of 2024, compared to $29.65 per barrel in the third quarter of 2023. The Wyoming refinery’s throughput was 19 Mbpd in the third quarter of 2024, compared to 20 Mbpd in the third quarter of 2023. Production costs were $7.00 per throughput barrel in the third quarter of 2024, compared to $6.46 per throughput barrel in the same period of 2023.

    The Wyoming refinery’s Adjusted Gross Margin was $13.65 per barrel during the third quarter of 2024, including a FIFO impact of approximately $(4.7) million, or $(2.63) per barrel, compared to $37.01 per barrel during the third quarter of 2023.

    Retail

    The Retail segment reported operating income of $18.3 million in the third quarter of 2024, compared to $13.3 million in the third quarter of 2023. Adjusted Gross Margin for the Retail segment was $42.6 million in the third quarter of 2024, compared to $38.2 million in the same quarter of 2023.

    Retail segment Adjusted EBITDA was $21.0 million in the third quarter of 2024, compared to $16.7 million in the third quarter of 2023. The Retail segment reported sales volumes of 31.2 million gallons in the third quarter of 2024, compared to 31.1 million gallons in the same quarter of 2023. Third quarter 2024 same store sales fuel volumes decreased by (1.4)% while merchandise revenue increased by 3.8%, compared to third quarter of 2023.

    Logistics

    The Logistics segment reported operating income of $26.2 million in the third quarter of 2024, compared to $20.7 million in the third quarter of 2023. Adjusted Gross Margin for the Logistics segment was $36.3 million in the third quarter of 2024, compared to $35.3 million in the same quarter of 2023.

    Logistics segment Adjusted EBITDA was $33.0 million in the third quarter of 2024, compared to $29.1 million in the third quarter of 2023.

    Liquidity

    Net cash provided by operations totaled $78.5 million for the three months ended September 30, 2024, including working capital inflows of $67.2 million and deferred turnaround expenditures of $(15.6) million. Excluding these items, net cash provided by operations was $26.9 million for the three months ended September 30, 2024. Net cash provided by operations was $269.2 million for the three months ended September 30, 2023. Net cash used in investing activities totaled $(28.3) million for the three months ended September 30, 2024, consisting primarily of capital expenditures, compared to $(5.7) million for the three months ended September 30, 2023. Net cash used in financing activities totaled $(46.8) million for the three months ended September 30, 2024, compared to $(92.9) million for the three months ended September 30, 2023.

    At September 30, 2024, Par Pacific’s cash balance totaled $183.0 million, gross term debt was $546.0 million, and total liquidity was $632.5 million. Net term debt was $363.0 million at September 30, 2024. In the third quarter of 2024, the Company repurchased $21.9 million of common stock.

    Laramie Energy

    In conjunction with Laramie Energy LLC’s (“Laramie’s”) refinancing and subsequent cash distribution to Par Pacific during the first quarter of 2023, we resumed the application of equity method accounting for our investment in Laramie effective February 21, 2023. During the third quarter of 2024, we recorded $(0.3) million of equity losses. Laramie’s total net loss was $(4.2) million in the third quarter of 2024, including unrealized losses on derivatives of $(0.4) million, compared to $(4.7) million in the third quarter of 2023. Laramie’s total Adjusted EBITDAX was $9.9 million in the third quarter of 2024, compared to $15.4 million in the third quarter of 2023.

    Conference Call Information

    A conference call is scheduled for Tuesday, November 5, 2024 at 9:00 a.m. Central Time (10:00 a.m. Eastern Time). To access the call, please dial 1-833-974-2377 inside the U.S. or 1-412-317-5782 outside of the U.S. and ask for the Par Pacific call. Please dial in at least 10 minutes early to register. The webcast may be accessed online through the Company’s website at http://www.parpacific.com on the Investors page. A telephone replay will be available until November 19, 2024 and may be accessed by calling 1-877-344-7529 inside the U.S. or 1-412-317-0088 outside the U.S. and using the conference ID 4223997.

    About Par Pacific

    Par Pacific Holdings, Inc. (NYSE: PARR), headquartered in Houston, Texas, is a growing energy company providing both renewable and conventional fuels to the western United States. Par Pacific owns and operates 219,000 bpd of combined refining capacity across four locations in Hawaii, the Pacific Northwest and the Rockies, and an extensive energy infrastructure network, including 13 million barrels of storage, and marine, rail, rack, and pipeline assets. In addition, Par Pacific operates the Hele retail brand in Hawaii and the “nomnom” convenience store chain in the Pacific Northwest. Par Pacific also owns 46% of Laramie Energy, LLC, a natural gas production company with operations and assets concentrated in Western Colorado. More information is available at www.parpacific.com.

    Forward-Looking Statements

    This news release (and oral statements regarding the subject matter of this news release, including those made on the conference call and webcast announced herein) includes certain “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, which are intended to qualify for the “safe harbor” from liability established by the Private Securities Litigation Reform Act of 1995. All statements other than statements of historical fact are forward-looking statements. Forward-looking statements include, without limitation, statements about: expected market conditions; anticipated free cash flows; anticipated refinery throughput; anticipated cost savings; anticipated capital expenditures, including major maintenance costs, and their effect on our financial and operating results, including earnings per share and free cash flow; anticipated retail sales volumes and on-island sales; the anticipated financial and operational results of Laramie Energy, LLC; the amount of our discounted net cash flows and the impact of our NOL carryforwards thereon; our ability to identify, acquire, and develop energy, related retailing, and infrastructure businesses; the timing and expected results of certain development projects, as well as the impact of such investments on our product mix and sales; the anticipated synergies and other benefits of the Billings refinery and associated marketing and logistics assets (“Billings Acquisition”), including renewable growth opportunities, the anticipated financial and operating results of the Billings Acquisition and the effect on Par Pacific’s cash flows and profitability (including Adjusted EBITDA and Adjusted Net Income and Free Cash Flow per share); and other risks and uncertainties detailed in our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q and any other documents that we file with the Securities and Exchange Commission. Additionally, forward-looking statements are subject to certain risks, trends, and uncertainties, such as changes to our financial condition and liquidity; the volatility of crude oil and refined product prices; the Russia-Ukraine war, Israel-Palestine conflict, Houthi attacks in the Red Sea, Iranian activities in the Strait of Hormuz and their potential impacts on global crude oil markets and our business; operating disruptions at our refineries resulting from unplanned maintenance events or natural disasters; environmental risks; changes in the labor market; and risks of political or regulatory changes. We cannot provide assurances that the assumptions upon which these forward-looking statements are based will prove to have been correct. Should one of these risks materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those expressed or implied in any forward-looking statements, and investors are cautioned not to place undue reliance on these forward-looking statements, which are current only as of this date. We do not intend to update or revise any forward-looking statements made herein or any other forward-looking statements as a result of new information, future events, or otherwise. We further expressly disclaim any written or oral statements made by a third party regarding the subject matter of this news release.

    Contact:
    Ashimi Patel
    VP, Investor Relations & Sustainability
    (832) 916-3355
    apatel@parpacific.com

     
    Condensed Consolidated Statements of Operations
    (Unaudited)
    (in thousands, except per share data)
     
      Three Months Ended September 30,   Nine Months Ended September 30,
        2024       2023       2024       2023  
    Revenues $ 2,143,933     $ 2,579,308     $ 6,142,236     $ 6,048,444  
    Operating expenses              
    Cost of revenues (excluding depreciation)   1,905,200       2,174,385       5,422,875       5,038,211  
    Operating expense (excluding depreciation)   147,049       145,183       444,389       330,146  
    Depreciation and amortization   31,879       35,311       96,679       87,887  
    General and administrative expense (excluding depreciation)   22,399       23,694       87,322       66,148  
    Equity earnings from refining and logistics investments   (3,008 )     (3,934 )     (12,846 )     (4,359 )
    Acquisition and integration costs   (23 )     4,669       68       17,213  
    Par West redevelopment and other costs   4,006       3,127       9,048       8,490  
    Loss on sale of assets, net               114        
    Total operating expenses   2,107,502       2,382,435       6,047,649       5,543,736  
    Operating income   36,431       196,873       94,587       504,708  
    Other income (expense)              
    Interest expense and financing costs, net   (23,402 )     (20,815 )     (61,720 )     (51,974 )
    Debt extinguishment and commitment costs               (1,418 )     (17,682 )
    Other income (loss), net   1,253       (43 )     (1,447 )     301  
    Equity earnings (losses) from Laramie Energy, LLC   (336 )           2,867       10,706  
    Total other expense, net   (22,485 )     (20,858 )     (61,718 )     (58,649 )
    Income before income taxes   13,946       176,015       32,869       446,059  
    Income tax expense   (6,460 )     (4,600 )     (10,496 )     (6,741 )
    Net income $ 7,486     $ 171,415     $ 22,373     $ 439,318  
    Weighted-average shares outstanding              
    Basic   55,729       60,223       57,283       60,241  
    Diluted   56,224       61,404       58,070       61,144  
                   
    Income per share              
    Basic $ 0.13     $ 2.85     $ 0.39     $ 7.29  
    Diluted $ 0.13     $ 2.79     $ 0.39     $ 7.18  
     
    Balance Sheet Data
    (Unaudited)
    (in thousands)
     
      September 30, 2024   December 31, 2023
    Balance Sheet Data      
    Cash and cash equivalents $ 182,977   $ 279,107
    Working capital (1)   542,690     190,042
    ABL Credit Facility   511,000     115,000
    Term debt (2)   546,021     550,621
    Total debt, including current portion   1,043,706     650,858
    Total stockholders’ equity   1,254,026     1,335,424

    ______________________________
    (1)   Working capital is calculated as (i) total current assets excluding cash and cash equivalents less (ii) total current liabilities excluding current portion of long-term debt. Total current assets include inventories stated at the lower of cost or net realizable value.
    (2)   Term debt includes the Term Loan Credit Agreement and other long-term debt.


    Operating Statistics

    The following table summarizes key operational data:

      Three Months Ended September 30,   Nine Months Ended September 30,
        2024       2023       2024       2023  
    Total Refining Segment              
    Feedstocks throughput (Mbpd) (1)   198.4       198.2       186.3       164.6  
    Refined product sales volume (Mbpd) (1)   216.2       217.3       200.2       178.7  
                   
    Hawaii Refinery              
    Feedstocks throughput (Mbpd)   80.7       82.3       80.4       80.9  
                   
    Yield (% of total throughput)              
    Gasoline and gasoline blendstocks   25.6 %     26.5 %     26.0 %     26.7 %
    Distillates   38.3 %     42.1 %     38.1 %     40.8 %
    Fuel oils   32.0 %     26.5 %     32.0 %     28.0 %
    Other products   0.7 %     2.1 %     0.3 %     1.5 %
    Total yield   96.6 %     97.2 %     96.4 %     97.0 %
                   
    Refined product sales volume (Mbpd)   93.5       90.0       87.8       89.2  
                   
    Adjusted Gross Margin per bbl ($/throughput bbl) (2) $ 6.10     $ 13.47     $ 10.06     $ 14.74  
    Production costs per bbl ($/throughput bbl) (3)   4.58       4.50       4.66       4.46  
    D&A per bbl ($/throughput bbl)   0.25       0.65       0.47       0.68  
                   
    Montana Refinery              
    Feedstocks Throughput (Mbpd) (1)   57.2       55.4       49.2       57.1  
                   
    Yield (% of total throughput)              
    Gasoline and gasoline blendstocks   46.5 %     50.5 %     49.5 %     49.6 %
    Distillates   34.7 %     27.7 %     31.7 %     28.2 %
    Asphalt   11.0 %     14.7 %     9.3 %     14.4 %
    Other products   4.0 %     3.4 %     4.4 %     3.5 %
    Total yield   96.2 %     96.3 %     94.9 %     95.7 %
                   
    Refined product sales volume (Mbpd) (1)   60.3       63.5       53.4       62.5  
                   
    Adjusted Gross Margin per bbl ($/throughput bbl) (2) $ 12.42     $ 26.49     $ 14.15     $ 27.74  
    Production costs per bbl ($/throughput bbl) (3)   11.61       10.83       13.16       10.10  
    D&A per bbl ($/throughput bbl)   1.82       1.63       1.69       1.69  
                   
      Three Months Ended September 30,   Nine Months Ended September 30,
        2024       2023       2024       2023  
    Washington Refinery              
    Feedstocks throughput (Mbpd)   41.1       41.0       37.9       40.5  
                   
    Yield (% of total throughput)              
    Gasoline and gasoline blendstocks   23.6 %     22.8 %     24.0 %     23.4 %
    Distillate   35.3 %     34.6 %     34.5 %     34.6 %
    Asphalt   17.4 %     20.1 %     18.6 %     19.4 %
    Other products   19.7 %     18.8 %     19.3 %     18.8 %
    Total yield   96.0 %     96.3 %     96.4 %     96.2 %
                   
    Refined product sales volume (Mbpd)   42.4       44.2       39.6       43.3  
                   
    Adjusted Gross Margin per bbl ($/throughput bbl) (2) $ 1.76     $ 12.30     $ 4.03     $ 9.91  
    Production costs per bbl ($/throughput bbl) (3)   3.50       3.77       4.28       4.00  
    D&A per bbl ($/throughput bbl)   1.81       1.79       2.00       1.81  
                   
    Wyoming Refinery              
    Feedstocks throughput (Mbpd)   19.4       19.5       18.8       17.7  
                   
    Yield (% of total throughput)              
    Gasoline and gasoline blendstocks   43.7 %     46.7 %     45.7 %     46.0 %
    Distillate   49.0 %     47.1 %     48.1 %     47.3 %
    Fuel oils   3.4 %     2.5 %     2.5 %     2.5 %
    Other products   2.3 %     1.7 %     2.2 %     1.7 %
    Total yield   98.4 %     98.0 %     98.5 %     97.5 %
                   
    Refined product sales volume (Mbpd)   20.0       19.6       19.4       18.3  
                   
    Adjusted Gross Margin per bbl ($/throughput bbl) (2) $ 13.65     $ 37.01     $ 14.42     $ 28.88  
    Production costs per bbl ($/throughput bbl) (3)   7.00       6.46       7.30       7.34  
    D&A per bbl ($/throughput bbl)   2.43       2.41       2.51       2.69  
                   
    Market Indices ($ per barrel)              
    3-1-2 Singapore Crack Spread (4) $ 11.00     $ 23.39     $ 14.04     $ 19.45  
    RVO Adj. Pacific Northwest 3-1-1-1 Index (5)   15.48       35.00       19.49       28.51  
    RVO Adj. USGC 3-2-1 Index (6)   14.14       29.65       17.79       25.96  
                   
    Crude Oil Prices ($ per barrel)              
    Brent $ 78.71     $ 85.92     $ 81.82     $ 81.93  
    WTI   75.27       82.22       77.61       77.28  
    ANS (7)   80.26       89.25       83.49       82.57  
    Bakken Clearbrook   74.41       83.58       76.22       79.38  
    WCS Hardisty   59.98       65.42       62.20       60.75  
    Brent M1-M3   1.31       1.27       1.22       0.74  
                   
    Retail Segment              
    Retail sales volumes (thousands of gallons)   31,232       31,137       91,186       87,710  

    ______________________________
    (1)   Feedstocks throughput and sales volumes per day for the Montana refinery for the three and nine months ended September 30, 2023 are calculated based on the 92 and 122-day periods for which we owned the Montana refinery during the three and nine months ended September 30, 2023, respectively. As such, the amounts for the total refining segment represent the sum of the Hawaii, Washington, and Wyoming refineries’ throughput or sales volumes averaged over the three and nine months ended September 30, 2023, plus the Montana refinery’s throughput or sales volumes averaged over the periods from July 1, 2023 to September 30, 2023 and June 1, 2023 to September 30, 2023, respectively. The 2024 amounts for the total refining segment represent the sum of the Hawaii, Montana, Washington, and Wyoming refineries’ throughput or sales volumes averaged over the three and nine months ended September 30, 2024.
    (2)   We calculate Adjusted Gross Margin per barrel by dividing Adjusted Gross Margin by total refining throughput. Adjusted Gross Margin for our Washington refinery is determined under the last-in, first-out (“LIFO”) inventory costing method. Adjusted Gross Margin for our other refineries is determined under the first-in, first-out (“FIFO”) inventory costing method.
    (3)   Management uses production costs per barrel to evaluate performance and compare efficiency to other companies in the industry. There are a variety of ways to calculate production costs per barrel; different companies within the industry calculate it in different ways. We calculate production costs per barrel by dividing all direct production costs, which include the costs to run the refineries including personnel costs, repair and maintenance costs, insurance, utilities, and other miscellaneous costs, by total refining throughput. Our production costs are included in Operating expense (excluding depreciation) on our condensed consolidated statements of operations, which also includes costs related to our bulk marketing operations and severance costs.
    (4)   We believe the 3-1-2 Singapore Crack Spread (or three barrels of Brent crude oil converted into one barrel of gasoline and two barrels of distillates (diesel and jet fuel)) is the most representative market indicator for our operations in Hawaii.
    (5)   We believe the RVO Adjusted Pacific Northwest 3-1-1-1 Index (or three barrels of WTI crude oil converted into one barrel of Pacific Northwest gasoline, one barrel of Pacific Northwest ULSD and one barrel of USGC VGO, less 100% of the RVO cost for gasoline and ULSD) is the most representative market indicator for our operations in Washington.
    (6)   We believe the RVO Adjusted USGC 3-2-1 Index (or three barrels of WTI crude oil converted into two barrels of USGC gasoline and one barrel of USGC ULSD, less 100% of the RVO cost) is the most representative market indicator for our operations in Montana and Wyoming.
    (7)   ANS crude price influences the Hawaii Refinery’s financial performance. Beginning in September 2024, the ANS index has been updated from a Platts marker to an Argus marker to better reflect the prompt ANS market.


    Non-GAAP Performance Measures

    Management uses certain financial measures to evaluate our operating performance that are considered non-GAAP financial measures. These measures should not be considered in isolation or as substitutes or alternatives to their most directly comparable GAAP financial measures or any other measure of financial performance or liquidity presented in accordance with GAAP. These non-GAAP measures may not be comparable to similarly titled measures used by other companies since each company may define these terms differently.

    We believe Adjusted Gross Margin (as defined below) provides useful information to investors because it eliminates the gross impact of volatile commodity prices and adjusts for certain non-cash items and timing differences created by our inventory financing agreements and lower of cost and net realizable value adjustments to demonstrate the earnings potential of the business before other fixed and variable costs, which are reported separately in Operating expense (excluding depreciation) and Depreciation and amortization. Management uses Adjusted Gross Margin per barrel to evaluate operating performance and compare profitability to other companies in the industry and to industry benchmarks. We believe Adjusted Net Income (Loss) and Adjusted EBITDA (as defined below) are useful supplemental financial measures that allow investors to assess the financial performance of our assets without regard to financing methods, capital structure, or historical cost basis, the ability of our assets to generate cash to pay interest on our indebtedness, and our operating performance and return on invested capital as compared to other companies without regard to financing methods and capital structure. We believe Adjusted EBITDA by segment (as defined below) is a useful supplemental financial measure to evaluate the economic performance of our segments without regard to financing methods, capital structure, or historical cost basis.

    Beginning with financial results reported for the second quarter of 2023, Adjusted Gross Margin, Adjusted Net Income (Loss), and Adjusted EBITDA also exclude our portion of interest, taxes, and depreciation expense from our refining and logistics investments acquired on June 1, 2023, as part of the Billings Acquisition.

    Beginning with financial results reported for the fourth quarter of 2023, Adjusted Gross Margin, Adjusted Net Income (Loss), and Adjusted EBITDA excludes all hedge losses (gains) associated with our Washington ending inventory and LIFO layer increment impacts associated with our Washington inventory. In addition, we have modified our environmental obligation mark-to-market adjustment to include only the mark-to-market losses (gains) associated with our net RINs liability and net obligation associated with the Washington Climate Commitment Act (“Washington CCA”) and Clean Fuel Standard. This modification was made as part of our change in how we estimate our environmental obligation liabilities.

    Beginning with financial results reported for the fourth quarter of 2023, Adjusted Net Income (loss) excludes unrealized interest rate derivative losses (gains) and all Laramie Energy related impacts with the exception of cash distributions. We have recast Adjusted Net Income (Loss) for prior periods when reported to conform to the modified presentation.

    Beginning with financial results reported for the first quarter of 2024, Adjusted Net Income (loss) also excludes other non-operating income and expenses. This modification improves comparability between periods by excluding income and expenses resulting from non-operating activities.

    Adjusted Gross Margin

    Adjusted Gross Margin is defined as operating income (loss) excluding:

      operating expense (excluding depreciation);
      depreciation and amortization (“D&A”);
      Par’s portion of interest, taxes, and depreciation expense from refining and logistics investments;
      impairment expense;
      loss (gain) on sale of assets, net;
      inventory valuation adjustment (which adjusts for timing differences to reflect the economics of our inventory financing agreements, including lower of cost or net realizable value adjustments, the impact of the embedded derivative repurchase or terminal obligations, hedge losses (gains) associated with our Washington ending inventory and intermediation obligation, purchase price allocation adjustments, and LIFO layer increment and decrement impacts associated with our Washington inventory);
      Environmental obligation mark-to-market adjustments (which represents the mark-to-market losses (gains) associated with our net RINs liability and net obligation associated with the Washington CCA and Clean Fuel Standard); and
      unrealized loss (gain) on derivatives.

    The following tables present a reconciliation of Adjusted Gross Margin to the most directly comparable GAAP financial measure, operating income (loss), on a historical basis, for selected segments, for the periods indicated (in thousands):

    Three months ended September 30, 2024 Refining   Logistics   Retail
    Operating income $ 19,005     $ 26,164   $ 18,274
    Operating expense (excluding depreciation)   122,054       3,334     21,661
    Depreciation and amortization   22,623       5,925     2,680
    Par’s portion of interest, taxes, and depreciation expense from refining and logistics investments   658       861    
    Inventory valuation adjustment   14,057          
    Environmental obligation mark-to-market adjustments   (4,432 )        
    Unrealized gain on commodity derivatives   (31,772 )        
    Gain on sale of assets, net            
    Adjusted Gross Margin (1) $ 142,193     $ 36,284   $ 42,615
    Three months ended September 30, 2023 Refining   Logistics   Retail
    Operating income $ 194,847     $ 20,736   $ 13,315
    Operating expense (excluding depreciation)   116,949       6,135     22,099
    Depreciation and amortization   24,278       7,708     2,766
    Par’s portion of interest, taxes, and depreciation expense from refining and logistics investments   821       698    
    Inventory valuation adjustment   72,823          
    Environmental obligation mark-to-market adjustments   (50,153 )        
    Unrealized gain on commodity derivatives   (8,995 )        
    Adjusted Gross Margin (1) $ 350,570     $ 35,277   $ 38,180
    Nine Months Ended September 30, 2024 Refining   Logistics   Retail
    Operating income $ 82,811     $ 64,579   $ 45,323  
    Operating expense (excluding depreciation)   365,031       11,847     67,511  
    Depreciation and amortization   66,584       19,893     8,471  
    Par’s portion of interest, taxes, and depreciation expense from refining and logistics investments   2,037       2,550      
    Inventory valuation adjustment   (6,419 )          
    Environmental obligation mark-to-market adjustments   (18,199 )          
    Unrealized loss on commodity derivatives   34,061            
    Loss (gain) on sale of assets, net         124     (10 )
    Adjusted Gross Margin (1) $ 525,906     $ 98,993   $ 121,295  
    Nine Months Ended September 30, 2023 Refining   Logistics   Retail
    Operating income $ 502,123     $ 54,035   $ 42,009
    Operating expense (excluding depreciation)   252,802       13,178     64,166
    Depreciation and amortization   59,827       17,801     8,577
    Par’s portion of interest, taxes, and depreciation expense from refining and logistics investments   821       905    
    Inventory valuation adjustment   126,799          
    Environmental obligation mark-to-market adjustments   (174,111 )        
    Unrealized gain on commodity derivatives   (487 )        
    Adjusted Gross Margin (1) $ 767,774     $ 85,919   $ 114,752

    ______________________________
    (1)   For the three and nine months ended September 30, 2024 and 2023, there was no impairment expense in Operating income. For the three months ended September 30, 2024 and the three and nine months ended September 30, 2023, there was no (gain) loss on sale of assets recorded in Operating income.


    Adjusted Net Income (Loss) and Adjusted EBITDA

    Adjusted Net Income (Loss) is defined as Net income (loss) excluding:

      inventory valuation adjustment (which adjusts for timing differences to reflect the economics of our inventory financing agreements, including lower of cost or net realizable value adjustments, the impact of the embedded derivative repurchase or terminal obligations, hedge losses (gains) associated with our Washington ending inventory and intermediation obligation, purchase price allocation adjustments, and LIFO layer increment and decrement impacts associated with our Washington inventory);
      Environmental obligation mark-to-market adjustments (which represents the mark-to-market losses (gains) associated with our net RINs liability and net obligation associated with the Washington CCA and Clean Fuel Standard);
      unrealized (gain) loss on derivatives;
      acquisition and integration costs;
      redevelopment and other costs related to Par West;
      debt extinguishment and commitment costs;
      increase in (release of) tax valuation allowance and other deferred tax items;
      changes in the value of contingent consideration and common stock warrants;
      severance costs and other non-operating expense (income);
      (gain) loss on sale of assets;
      impairment expense;
      impairment expense associated with our investment in Laramie Energy; and
      Par’s share of equity (earnings) losses from Laramie Energy, LLC, excluding cash distributions.

    Adjusted EBITDA is defined as Adjusted Net Income (Loss) excluding:

      D&A;
      interest expense and financing costs, net, excluding unrealized interest rate derivative loss (gain);
      cash distributions from Laramie Energy, LLC to Par;
      Par’s portion of interest, taxes, and depreciation expense from refining and logistics investments; and
      income tax expense (benefit) excluding the increase in (release of) tax valuation allowance.

    The following table presents a reconciliation of Adjusted Net Income (Loss) and Adjusted EBITDA to the most directly comparable GAAP financial measure, net income (loss), on a historical basis for the periods indicated (in thousands):        

      Three Months Ended September 30,   Nine Months Ended September 30,
        2024       2023       2024       2023  
    Net income $ 7,486     $ 171,415     $ 22,373     $ 439,318  
    Inventory valuation adjustment   14,057       72,823       (6,419 )     126,799  
    Environmental obligation mark-to-market adjustments   (4,432 )     (50,153 )     (18,199 )     (174,111 )
    Unrealized loss (gain) on derivatives   (31,196 )     (9,116 )     33,756       (1,151 )
    Acquisition and integration costs   (23 )     4,669       68       17,213  
    Par West redevelopment and other costs   4,006       3,127       9,048       8,490  
    Debt extinguishment and commitment costs               1,418       17,682  
    Changes in valuation allowance and other deferred tax items (1)   5,707             9,238        
    Severance costs and other non-operating expense (2)   (1,490 )     615       14,648       1,685  
    Loss on sale of assets, net               114        
    Equity (earnings) losses from Laramie Energy, LLC, excluding cash distributions   336             (1,382 )      
    Adjusted Net Income (Loss) (3)   (5,549 )     193,380       64,663       435,925  
    Depreciation and amortization   31,879       35,311       96,679       87,887  
    Interest expense and financing costs, net, excluding unrealized interest rate derivative loss (gain)   22,826       20,936       62,025       52,638  
    Laramie Energy, LLC cash distributions to Par               (1,485 )     (10,706 )
    Par’s portion of interest, taxes, and depreciation expense from refining and logistics investments   1,519       1,519       4,587       1,726  
    Income tax expense (benefit)   753       4,600       1,258       6,741  
    Adjusted EBITDA (3) $ 51,428     $ 255,746     $ 227,727     $ 574,211  

    ______________________________
    (1)   For the three and nine months ended September 30, 2024, we recognized a non-cash deferred tax expense of $5.7 million and $9.2 million, respectively, related to deferred state and federal tax liabilities. This tax benefit is included in Income tax expense (benefit) on our consolidated statements of operations. For the three and nine months ended September 30, 2023, we did not have any adjustments to our valuation allowance and other deferred tax items.
    (2)   For the nine months ended September 30, 2024, we incurred $13.1 million of stock-based compensation expenses associated with accelerated vesting of equity awards and modification of vested equity awards related to our CEO transition and $2.3 million for an estimated legal settlement unrelated to current operating activities.
    (3)   For the three and nine months ended September 30, 2024 and 2023, there was no change in value of contingent consideration, change in value of common stock warrants, impairment expense, impairments associated with our investment in Laramie Energy, or our share of Laramie Energy’s asset impairment losses in excess of our basis difference. Please read the Non-GAAP Performance Measures discussion above for information regarding changes to the components of Adjusted Net Income (Loss) and Adjusted EBITDA made during the reporting periods.

    The following table sets forth the computation of basic and diluted Adjusted Net Income (Loss) per share (in thousands, except per share amounts):

      Three Months Ended September 30,   Nine Months Ended September 30,
        2024       2023     2024     2023
    Adjusted Net Income (Loss) $ (5,549 )   $ 193,380   $ 64,663   $ 435,925
    Plus: effect of convertible securities                
    Numerator for diluted income (loss) per common share $ (5,549 )   $ 193,380   $ 64,663   $ 435,925
                   
    Basic weighted-average common stock shares outstanding   55,729       60,223     57,283     60,241
    Add dilutive effects of common stock equivalents (1)         1,181     787     903
    Diluted weighted-average common stock shares outstanding   55,729       61,404     58,070     61,144
                   
    Basic Adjusted Net Income (Loss) per common share $ (0.10 )   $ 3.21   $ 1.13   $ 7.24
    Diluted Adjusted Net Income (Loss) per common share $ (0.10 )   $ 3.15   $ 1.11   $ 7.13

    ______________________________
    (1)   Entities with a net loss from continuing operations are prohibited from including potential common shares in the computation of diluted per share amounts. We have utilized the basic shares outstanding to calculate both basic and diluted Adjusted Net Loss per common share for the three months ended September 30, 2024.


    Adjusted EBITDA by Segment

    Adjusted EBITDA by segment is defined as Operating income (loss) excluding:

      D&A;
      inventory valuation adjustment (which adjusts for timing differences to reflect the economics of our inventory financing agreements, including lower of cost or net realizable value adjustments, the impact of the embedded derivative repurchase or terminal obligations, hedge losses (gains) associated with our Washington ending inventory and intermediation obligation, purchase price allocation adjustments, and LIFO layer increment and decrement impacts associated with our Washington inventory);
      Environmental obligation mark-to-market adjustments (which represents the mark-to-market losses (gains) associated with our net RINs liability and net obligation associated with the Washington CCA and Clean Fuel Standard);
      unrealized (gain) loss on derivatives;
      acquisition and integration costs;
      redevelopment and other costs related to Par West;
      severance costs and other non-operating expense (income);
      (gain) loss on sale of assets;
      impairment expense; and
      Par’s portion of interest, taxes, and depreciation expense from refining and logistics investments.

    Adjusted EBITDA by segment also includes Gain on curtailment of pension obligation and Other income (loss), net, which are presented below operating income (loss) on our condensed consolidated statements of operations.

    The following table presents a reconciliation of Adjusted EBITDA by segment to the most directly comparable GAAP financial measure, operating income (loss) by segment, on a historical basis, for selected segments, for the periods indicated (in thousands):

      Three Months Ended September 30, 2024
      Refining   Logistics   Retail   Corporate and Other
    Operating income (loss) by segment $ 19,005     $ 26,164   $ 18,274   $ (27,012 )
    Depreciation and amortization   22,623       5,925     2,680     651  
    Inventory valuation adjustment   14,057                
    Environmental obligation mark-to-market adjustments   (4,432 )              
    Unrealized gain on commodity derivatives   (31,772 )              
    Acquisition and integration costs                 (23 )
    Par West redevelopment and other costs                 4,006  
    Severance costs and other non-operating expense                 (1,490 )
    Par’s portion of interest, taxes, and depreciation expense from refining and logistics investments   658       861          
    Other income, net                 1,253  
    Adjusted EBITDA (1) $ 20,139     $ 32,950   $ 20,954   $ (22,615 )
      Three Months Ended September 30, 2023
      Refining   Logistics   Retail   Corporate and Other
    Operating income (loss) by segment $ 194,847     $ 20,736   $ 13,315   $ (32,025 )
    Depreciation and amortization   24,278       7,708     2,766     559  
    Inventory valuation adjustment   72,823                
    Environmental obligation mark-to-market adjustments   (50,153 )              
    Unrealized gain on commodity derivatives   (8,995 )              
    Acquisition and integration costs                 4,669  
    Par West redevelopment and other costs                 3,127  
    Severance costs and other non-operating expenses             580     35  
    Par’s portion of interest, taxes, and depreciation expense from refining and logistics investments   821       698          
    Other loss, net                 (43 )
    Adjusted EBITDA (1) $ 233,621     $ 29,142   $ 16,661   $ (23,678 )
      Nine Months Ended September 30, 2024
      Refining   Logistics   Retail   Corporate and Other
    Operating income (loss) by segment $ 82,811     $ 64,579   $ 45,323     $ (98,126 )
    Depreciation and amortization   66,584       19,893     8,471       1,731  
    Inventory valuation adjustment   (6,419 )                
    Environmental obligation mark-to-market adjustments   (18,199 )                
    Unrealized loss on commodity derivatives   34,061                  
    Acquisition and integration costs                   68  
    Severance costs and other non-operating expenses   642                 14,006  
    Par West redevelopment and other costs                   9,048  
    Loss (gain) on sale of assets, net         124     (10 )      
    Par’s portion of interest, taxes, and depreciation expense from refining and logistics investments   2,037       2,550            
    Other loss, net                   (1,447 )
    Adjusted EBITDA (1) $ 161,517     $ 87,146   $ 53,784     $ (74,720 )
      Nine Months Ended September 30, 2023
      Refining   Logistics   Retail   Corporate and Other
    Operating income (loss) by segment $ 502,123     $ 54,035   $ 42,009   $ (93,459 )
    Depreciation and amortization   59,827       17,801     8,577     1,682  
    Inventory valuation adjustment   126,799                
    Environmental obligation mark-to-market adjustments   (174,111 )              
    Unrealized gain on commodity derivatives   (487 )              
    Acquisition and integration costs                 17,213  
    Severance costs and other non-operating expenses             580     1,105  
    Par West redevelopment and other costs                 8,490  
    Par’s portion of interest, taxes, and depreciation expense from refining and logistics investments   821       905          
    Other income, net                 301  
    Adjusted EBITDA (1) $ 514,972     $ 72,741   $ 51,166   $ (64,668 )

    ________________________________________
    (1)   For the three and nine months ended September 30, 2024 and 2023, there was no change in value of contingent consideration, change in value of common stock warrants, impairment expense, or impairments associated with our investment in Laramie Energy. For three months ended September 30, 2024 and for the three and nine months ended September 30, 2023, there was no loss (gain) on sale of assets.


    Laramie Energy Adjusted EBITDAX

    Adjusted EBITDAX is defined as net income (loss) excluding commodity derivative loss (gain), loss (gain) on settled derivative instruments, interest expense, gain on extinguishment of debt, non-cash preferred dividend, depreciation, depletion, amortization, and accretion, exploration and geological and geographical expense, bonus accrual, equity-based compensation expense, loss (gain) on disposal of assets, phantom units, and expired acreage (non-cash). We believe Adjusted EBITDAX is a useful supplemental financial measure to evaluate the economic and operational performance of exploration and production companies such as Laramie Energy.

    The following table presents a reconciliation of Laramie Energy’s Adjusted EBITDAX to the most directly comparable GAAP financial measure, net income (loss) for the periods indicated (in thousands):

      Three Months Ended September 30,   Nine Months Ended September 30,
        2024       2023       2024       2023  
    Net income (loss) $ (4,239 )   $ (3,479 )   $ (4,296 )   $ 54,048  
    Commodity derivative (income) loss   (5,234 )     1,889       (15,821 )     (32,951 )
    Gain (loss) on settled derivative instruments   5,584       2,775       14,220       (1,433 )
    Interest expense and loan fees   5,745       5,783       15,783       14,742  
    Gain on extinguishment of debt         (3,454 )           6,644  
    Non-cash preferred dividend                     2,910  
    Depreciation, depletion, amortization, and accretion   8,128       9,248       24,683       22,465  
    Phantom units   (217 )     2,425       (503 )     3,171  
    Loss (gain) on sale of assets, net   (8 )     239       (8 )     307  
    Expired acreage (non-cash)   157             722       112  
    Total Adjusted EBITDAX (1) $ 9,916     $ 15,426     $ 34,780     $ 70,015  

    ______________________________
    (1)   For the three and nine months ended September 30, 2024 and 2023, there was no exploration and geological and geographical expense, bonus accrual, or equity-based compensation expense.

    The MIL Network

  • MIL-OSI: Royalty Pharma and Syndax Pharmaceuticals Enter Into $350 Million Royalty Funding Agreement for Niktimvo

    Source: GlobeNewswire (MIL-OSI)

    • Proceeds expected to support the upcoming planned launches and fund the continued development of Niktimvo and revumenib
    • Expected to fund Syndax through profitability; proforma cash approaching $800 million as of June 30

    NEW YORK and WALTHAM, Mass., Nov. 04, 2024 (GLOBE NEWSWIRE) — Royalty Pharma plc (Nasdaq: RPRX) and Syndax Pharmaceuticals (Nasdaq: SNDX) today announced that Royalty Pharma has entered into a $350 million synthetic royalty funding agreement with Syndax based on U.S. net sales of Niktimvo (axatilimab-csfr).

    “We are excited to partner with Syndax, an innovative oncology company with an exciting pipeline” said Pablo Legorreta, founder and CEO of Royalty Pharma. “Niktimvo is a first-in-class product that has the potential to address the serious and devastating complications associated with chronic GVHD, where there is clear unmet need for additional treatment options. We look forward to Syndax and their partner Incyte launching Niktimvo soon and bringing this important medicine to GVHD patients.”

    “We expect this transaction to fund us through profitability, while ensuring that we continue to participate in the profits from Niktimvo and retain the upside of its future growth. With this significant infusion of capital, we are well positioned to successfully launch two first-in-class medicines and expand their opportunity with additional indications,” said Michael A. Metzger, Chief Executive Officer of Syndax. “Royalty Pharma shares our belief that Niktimvo can create significant value as a new treatment option for patients with chronic graft-versus-host disease (GVHD) and recognizes its multi-billion-dollar franchise potential.”

    Under the terms of the agreement, Syndax received an upfront payment of $350 million in exchange for a 13.8% royalty on U.S. net sales of Niktimvo. Royalty payments to Royalty Pharma will cease upon reaching a multiple of 2.35x.

    Advisors

    Gibson, Dunn & Crutcher LLP and Dechert LLP acted as legal advisors to Royalty Pharma. Goldman Sachs & Co. LLC acted as exclusive financial advisor and Cooley LLP acted as legal advisors to Syndax on the transaction.

    About Niktimvo™ (axatilimab-csfr)

    Niktimvo (axatilimab-csfr) is a first-in-class anti-CSF-1R antibody approved for use in the U.S. for the treatment of chronic graft-versus-host disease (GVHD) after failure of at least two prior lines of systemic therapy in adult and pediatric patients weighing at least 40 kg (88.2 lbs).

    In the U.S., Niktimvo will be co-commercialized by Syndax and Incyte. Incyte has exclusive commercialization rights for Niktimvo outside of the U.S. Syndax anticipates that Niktimvo will be launched in the U.S. no later than early first quarter 2025.

    In 2016, Syndax licensed exclusive worldwide rights to develop and commercialize axatilimab from UCB. In September 2021, Syndax and Incyte entered into an exclusive worldwide co-development and co-commercialization license agreement for axatilimab in chronic GVHD and any future indications.

    Axatilimab is being studied in frontline combination trials in chronic GVHD – a Phase 2 combination trial with ruxolitinib (NCT06388564) is underway and a Phase 3 combination trial with steroids is in preparation. Axatilimab is also being studied in an ongoing Phase 2 trial in patients with idiopathic pulmonary fibrosis (NCT06132256).

    Niktimvo is a trademark of Incyte.
    All other trademarks are the property of their respective owners.

    Important Safety Information
    Warnings and Precautions
    Infusion-Related Reactions

    Niktimvo™ (axatilimab-csfr) can cause infusion-related reactions. Infusion-related reactions, including hypersensitivity reactions, occurred in 18% of patients who received Niktimvo in the clinical trial (AGAVE-201), with Grade 3 or 4 reactions in 1.3%.

    Premedicate with an antihistamine and an antipyretic for patients who have previously experienced an infusion-related reaction to Niktimvo. Monitor patients for signs and symptoms of infusion-related reactions, including fever, chills, rash, flushing, dyspnea, and hypertension. Interrupt or slow the rate of infusion or permanently discontinue Niktimvo based on severity of the reaction.

    Embryo-Fetal Toxicity

    Based on its mechanism of action, Niktimvo may cause fetal harm when administered to a pregnant woman. Advise pregnant women of the potential risk to the fetus. Advise females of reproductive potential to use effective contraception during treatment with Niktimvo and for 30 days after the last dose.

    Adverse Reactions

    Serious adverse reactions occurred in 44% of patients who received Niktimvo (N=79). Serious adverse reactions in >2 patients included infection (pathogen unspecified) (14%), viral infection (14%) and respiratory failure (5.1%). Permanent discontinuation of Niktimvo due to an adverse reaction occurred in 10% of patients and dose reduction due to adverse reaction occurred in 8% of patients. Dose interruptions due to an adverse reaction occurred in 44% of patients. The adverse reactions leading to dose interruption in >2 patients were viral infection, infection (pathogen unspecified), bacterial infection, musculoskeletal pain, and pyrexia.

    The most common (≥15%) adverse reactions, including laboratory abnormalities, were increased aspartate aminotransferase (AST), infection (pathogen unspecified), increased alanine aminotransferase (ALT), decreased phosphate, decreased hemoglobin, viral infection, increased gamma glutamyl transferase (GGT), musculoskeletal pain, increased lipase, fatigue, increased amylase, increased calcium, increased creatine phosphokinase (CPK), increased alkaline phosphatase (ALP), nausea, headache, diarrhea, cough, bacterial infection, pyrexia, and dyspnea.

    Clinically relevant adverse reactions in <10% of patients who received Niktimvo included:

    • Eye disorders: periorbital edema
    • Skin and subcutaneous skin disorders: pruritus
    • Vascular disorders: hypertension

    Immunogenicity: Anti-Drug Antibody–Associated Adverse Reactions
    Across treatment arms in patients with cGVHD who received Niktimvo in clinical trials, among the patients who developed anti-drug antibodies (ADAs), hypersensitivity reactions occurred in 26% (13/50) of patients with neutralizing antibodies (NAb) and in 4% (2/45) of those without NAb.

    Use in Specific Populations
    Lactation

    Because of the potential for serious adverse reactions in a breastfed child, advise women not to breastfeed during treatment and for 30 days after the last dose of Niktimvo.

    Females and Males of Reproductive Potential

    Pregnancy Testing
    Verify pregnancy status in females of reproductive potential prior to initiating Niktimvo.

    Contraception
    Females
    Advise females of reproductive potential to use effective contraception during treatment with Niktimvo and for 30 days after the last dose of Niktimvo.

    Dosage and Administration
    Dosage Modifications for Adverse Reactions

    Monitor aspartate aminotransferase (AST), alanine aminotransferase (ALT), alkaline phosphatase (ALP), creatine phosphokinase (CPK), amylase, and lipase prior to the start of Niktimvo therapy, every 2 weeks for the first month, and every 1 to 2 months thereafter until abnormalities are resolved. See Table 1 in the Prescribing Information for more recommendations. Please see the full Prescribing Information for Niktimvo.

    About Royalty Pharma plc

    Founded in 1996, Royalty Pharma is the largest buyer of biopharmaceutical royalties and a leading funder of innovation across the biopharmaceutical industry, collaborating with innovators from academic institutions, research hospitals and non-profits through small and mid-cap biotechnology companies to leading global pharmaceutical companies. Royalty Pharma has assembled a portfolio of royalties which entitles it to payments based directly on the top-line sales of many of the industry’s leading therapies. Royalty Pharma funds innovation in the biopharmaceutical industry both directly and indirectly – directly when it partners with companies to co-fund late-stage clinical trials and new product launches in exchange for future royalties, and indirectly when it acquires existing royalties from the original innovators. Royalty Pharma’s current portfolio includes royalties on more than 35 commercial products, including Vertex’s Trikafta, GSK’s Trelegy, Roche’s Evrysdi, Johnson & Johnson’s Tremfya, Biogen’s Tysabri and Spinraza, AbbVie and Johnson & Johnson’s Imbruvica, Astellas and Pfizer’s Xtandi, Novartis’ Promacta, Pfizer’s Nurtec ODT and Gilead’s Trodelvy, and 16 development-stage product candidates.

    About Syndax

    Syndax Pharmaceuticals is a commercial-stage biopharmaceutical company developing an innovative pipeline of cancer therapies. Highlights of the Company’s pipeline include revumenib, a selective menin inhibitor, and Niktimvo™ (axatilimab-csfr), an FDA-approved monoclonal antibody that blocks the colony stimulating factor 1 (CSF-1) receptor. Fueled by our commitment to reimagining cancer care, Syndax is working to unlock the full potential of its pipeline and is conducting several clinical trials across the continuum of treatment. For more information, please visit www.syndax.com.

    Royalty Pharma Forward-Looking Statements

    The information set forth herein does not purport to be complete or to contain all of the information you may desire. Statements contained herein are made as of the date of this document unless stated otherwise, and neither the delivery of this document at any time, nor any sale of securities, shall under any circumstances create an implication that the information contained herein is correct as of any time after such date or that information will be updated or revised to reflect information that subsequently becomes available or changes occurring after the date hereof.

    This document contains statements that constitute “forward-looking statements” as that term is defined in the United States Private Securities Litigation Reform Act of 1995, including statements that express the company’s opinions, expectations, beliefs, plans, objectives, assumptions or projections regarding future events or future results, in contrast with statements that reflect historical facts. Examples include discussion of Royalty Pharma’s strategies, financing plans, growth opportunities and market growth. In some cases, you can identify such forward-looking statements by terminology such as “anticipate,” “intend,” “believe,” “estimate,” “plan,” “seek,” “project,” “expect,” “may,” “will,” “would,” “could” or “should,” the negative of these terms or similar expressions. Forward-looking statements are based on management’s current beliefs and assumptions and on information currently available to the company. However, these forward-looking statements are not a guarantee of Royalty Pharma’s performance, and you should not place undue reliance on such statements. Forward-looking statements are subject to many risks, uncertainties and other variable circumstances, and other factors. Such risks and uncertainties may cause the statements to be inaccurate and readers are cautioned not to place undue reliance on such statements. Many of these risks are outside of the company’s control and could cause its actual results to differ materially from those it thought would occur. The forward-looking statements included in this document are made only as of the date hereof. The company does not undertake, and specifically declines, any obligation to update any such statements or to publicly announce the results of any revisions to any such statements to reflect future events or developments, except as required by law.

    Certain information contained in this document relates to or is based on studies, publications, surveys and other data obtained from third-party sources and the company’s own internal estimates and research. While the company believes these third-party sources to be reliable as of the date of this document, it has not independently verified, and makes no representation as to the adequacy, fairness, accuracy or completeness of, any information obtained from third-party sources. In addition, all of the market data included in this document involves a number of assumptions and limitations, and there can be no guarantee as to the accuracy or reliability of such assumptions. Finally, while the company believes its own internal research is reliable, such research has not been verified by any independent source.

    For further information, please reference Royalty Pharma’s reports and documents filed with the U.S. Securities and Exchange Commission (“SEC”) by visiting EDGAR on the SEC’s website at www.sec.gov.

    Syndax Forward-Looking Statements

    This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Words such as “may,” “will,” “expect,” “plan,” “anticipate,” “estimate,” “intend,” “believe” and similar expressions (as well as other words or expressions referencing future events, conditions or circumstances) are intended to identify forward-looking statements. These forward-looking statements are based on Syndax’s expectations and assumptions as of the date of this press release. Each of these forward-looking statements involves risks and uncertainties. Actual results may differ materially from these forward-looking statements. Forward-looking statements contained in this press release include, but are not limited to, statements about the expected use of the upfront payment, including funding of the Company through profitability; the Company’s positioning to launch its products and expand opportunity; expectations of Niktimvo’s billion-dollar franchise potential by creating significant value as a new treatment option for patients with chronic GVHD; timing for commercialization of Niktimvo in the U.S.; and the progress, timing, clinical development and scope of clinical trials. Many factors may cause differences between current expectations and actual results, including: unexpected safety or efficacy data observed during preclinical or clinical trials; clinical trial site activation or enrollment rates that are lower than expected; changes in expected or existing competition; changes in the regulatory environment; failure of Syndax’s collaborators to support or advance collaborations or product candidates; and unexpected litigation or other disputes. Other factors that may cause Syndax’s actual results to differ from those expressed or implied in the forward-looking statements in this press release are discussed in Syndax’s filings with the U.S. Securities and Exchange Commission, including the “Risk Factors” sections contained therein. Except as required by law, Syndax assumes no obligation to update any forward-looking statements contained herein to reflect any change in expectations, even as new information becomes available.

    Royalty Pharma Investor Relations and Communications

    +1 (212) 883-6772
    ir@royaltypharma.com

    Syndax Contact

    Sharon Klahre
    +1 (781) 684-9827
    sklahre@syndax.com

    The MIL Network

  • MIL-OSI: Reliance Global Group Schedules Third Quarter 2024 Financial Results and Business Update Conference Call

    Source: GlobeNewswire (MIL-OSI)

    Lakewood, NJ, Nov. 04, 2024 (GLOBE NEWSWIRE) — Reliance Global Group, Inc. (NASDAQ: RELI) (“Reliance” or the “Company”), announced today that it will host a conference call Thursday, November 7, 2024, at 4:30 PM Eastern Time to discuss financial results for the third quarter of 2024 and provide a business update.

    The conference call will be available via telephone by dialing toll-free +1 877-545-0320 for U.S. callers or +1 973-528-0002 for international callers and entering access code 442767. A webcast of the call may be accessed at https://www.webcaster4.com/Webcast/Page/2381/51535 or on the investor relations section of the Company’s website, https://relianceglobalgroup.com/events-and-presentations/.

    A webcast replay will be available on the investor relations section of the Company’s website at https://relianceglobalgroup.com/events-and-presentations/ through November 7, 2025. A telephone replay of the call will be available approximately one hour following the call, through November 21, 2024, and can be accessed by dialing +1 877-481-4010 for U.S. callers or +1 919-882-2331 for international callers and entering access code 51535.

    About Reliance Global Group, Inc.

    Reliance Global Group, Inc. (NASDAQ: RELI) is an InsurTech pioneer, leveraging artificial intelligence (AI), and cloud-based technologies, to transform and improve efficiencies in the insurance agency/brokerage industry. The Company’s business-to-business InsurTech platform, RELI Exchange, provides independent insurance agencies an entire suite of business development tools, enabling them to effectively compete with large-scale national insurance agencies, whilst reducing back-office cost and burden. The Company’s business-to-consumer platform, 5minuteinsure.com, utilizes AI and data mining, to provide competitive online insurance quotes within minutes to everyday consumers seeking to purchase auto, home, and life insurance.  In addition, the Company operates its own portfolio of select retail “brick and mortar” insurance agencies which are leaders and pioneers in their respective regions throughout the United States, offering a wide variety of insurance products. Further information about the Company can be found at https://www.relianceglobalgroup.com.

    Contact:

    Crescendo Communications, LLC
    Tel: +1 (212) 671-1020
    Email: RELI@crescendo-ir.com

    The MIL Network

  • MIL-OSI: American Coastal Insurance Corporation to Host Their 2024 Virtual Investor Day on December 4th at 11:00 a.m. ET

    Source: GlobeNewswire (MIL-OSI)

    ST. PETERSBURG, Fla., Nov. 04, 2024 (GLOBE NEWSWIRE) — American Coastal Insurance Corporation (Nasdaq Ticker: ACIC) (“the Company”, “American Coastal” or “ACIC”) the insurance holding company of American Coastal Insurance Company (“AmCoastal”), will host their 2024 Virtual Investor Day on Wednesday, December 4, 2024, at 11:00 a.m. Eastern Time.

    During the Investor Day, American Coastal’s management team will provide an in-depth presentation of the Company’s strategic initiatives, operation strategies, and financial outlook. The formal presentations will be followed by an interactive Q&A session.

    The event will be broadcast live via webcast in the Investor Relations section of the Company’s website at investors.amcoastal.com. A replay of the video broadcast will be available following the conclusion of the event.

    About American Coastal Insurance Corporation:
    American Coastal Insurance Corporation (amcoastal.com) is the holding company of the insurance carrier, American Coastal Insurance Company, which was founded in 2007 for the purpose of insuring Condominium and Homeowner Association properties, and apartments in the state of Florida. American Coastal Insurance Company has an exclusive partnership for distribution of Condominium Association properties in the state of Florida with AmRisc Group (amriscgroup.com), one of the largest Managing General Agents in the country specializing in hurricane-exposed properties. American Coastal Insurance Company has earned a Financial Stability Rating of “A”, Exceptional’ from Demotech, and maintains an “A-” insurance financial strength rating with a Stable outlook by Kroll. ACIC maintains a ‘BB+’ issuer rating with a Stable outlook by Kroll.

    Contact Information:                
    Alexander Baty                
    Vice President, Finance & Investor Relations, American Coastal Insurance Corporation
    investorrelations@amcoastal.com
    (727) 425-8076        

    Karin Daly
    Investor Relations, Vice President, The Equity Group
    kdaly@equityny.com
    (212) 836-9623

    The MIL Network

  • MIL-OSI: Stronghold Digital Mining Sets Third Quarter 2024 Earnings Conference Call for Wednesday, November 13 at 8:30 a.m. Eastern Time

    Source: GlobeNewswire (MIL-OSI)

    NEW YORK, Nov. 04, 2024 (GLOBE NEWSWIRE) — Stronghold Digital Mining, Inc. (NASDAQ: SDIG) (“Stronghold”, or the “Company”) will host a conference call on Wednesday, November 13 at 8:30 a.m. Eastern Time to discuss its operations and financial results from the third quarter 2024. A press release detailing these results will be issued before the market opens on the same day.

    Stronghold management will provide prepared remarks, followed by a question-and-answer period.

    A live webcast of the call will be available on the Investor Relations page of the Company’s website at ir.strongholddigitalmining.com. To access the call by phone, please use the following link Stronghold Digital Mining Third Quarter 2024 Earnings Call. After registering, an email will be sent, including dial-in details and a unique conference call access code required to join the live call. To ensure you are connected prior to the beginning of the call, please register a minimum of 15 minutes before the start of the call.

    A replay will be available on the Company’s Investor Relations website shortly after the event at ir.strongholddigitalmining.com.

    About Stronghold Digital Mining, Inc.
    Stronghold is a vertically integrated Bitcoin mining company with an emphasis on environmentally beneficial operations. Stronghold houses its miners at its wholly owned and operated Scrubgrass Plant and Panther Creek Plant, both of which are low-cost, environmentally beneficial coal refuse power generation facilities in Pennsylvania.

    Investor Contact:

    Matt Glover or Alec Wilson
    Gateway Group, Inc.
    SDIG@gateway-grp.com
    1-949-574-3860

    Media Contact:

    contact@strongholddigitalmining.com

    The MIL Network

  • MIL-OSI: TeraWulf Announces October 2024 Production and Operations Update

    Source: GlobeNewswire (MIL-OSI)

    Accelerating delivery of 72.5 MW high-performance computing (HPC) hosting capacity by end of Q2 2025

    8.1 EH/s of operational self-mining capacity, up 62% year-over-year

    EASTON, Md., Nov. 04, 2024 (GLOBE NEWSWIRE) — TeraWulf Inc. (Nasdaq: WULF) (“TeraWulf” or the “Company”), a leading owner and operator of vertically integrated, next-generation digital infrastructure powered by predominantly zero-carbon energy, today provided its unaudited monthly production and operations update for October 2024.

    October 2024 Production and Operations Highlights

    • Self-Mined Bitcoin: TeraWulf mined 150 bitcoin, with an average daily production rate of approximately 4.8 bitcoin.
    • Operating Capacity: The Company maintained 8.1 EH/s of operational self-mining capacity, reflecting a 62.0% increase year-over-year.
    • Power Cost: Achieved an average power cost of $36,789 per bitcoin mined, equivalent to approximately $0.048/kWh, excluding proceeds from demand response and ancillary services.
    • Miner Refresh Program: The miner refresh at Lake Mariner progressed with the replacement of older S19 Pro/J-Pro and M30s+ models with approximately 12,200 S19 XP miners received in connection with sale of the Company’s interest in the Nautilus Cryptomine facility.
    Key Metrics1 October 2024 September 2024
    Bitcoin Self-Mined Lake Mariner   150   140
    Bitcoin Self-Mined Nautilus2     36
    Value per Bitcoin Self-Mined3 $ 65,427 $ 60,168
    Power Cost per Bitcoin Self-Mined $ 36,789 $ 35,109
    Avg. Operating Hash Rate (EH/s)4   6.8   8.2
    Nameplate Miner Efficiency (J/TH)5   22.0   24.6

    Management Commentary

    “October marked another productive month, with TeraWulf mining 150 bitcoin and sustaining an average daily production of around 5 bitcoin,” said Sean Farrell, Senior Vice President of Operations at TeraWulf. “In line with our previously outlined plans, we are accelerating the transition to more efficient mining hardware by replacing older miners at Lake Mariner with S19 XP models. We are also working closely with Bitmain’s warranty department on a recovery plan to repair and replace 1.5 EH of mining equipment with a target completion by the end of the year. Furthermore, we have established a dedicated Business Development and Performance Optimization team, focused on integrating advanced IT and software solutions to improve our operational hash rate and overall efficiency. Building 5, which has been designed to handle higher heat exhaust of the latest generation miners, remains on track to be operational in Q1 2025.”

    Farrell added, “The proceeds from our recent sale of equity interest in Nautilus and successful convertible notes financing have positioned us to fast-track the expansion of our HPC and AI initiatives at Lake Mariner. We are targeting the delivery of 72.5 MW of HPC hosting capacity by the end of Q2 2025, which will allow us to meet the growing demand for high-performance computing solutions.”

    Production and Operations Update

    As of October 31, 2024, TeraWulf’s operational bitcoin mining capacity included 195 MW at the Lake Mariner facility. With the reinstallation of XP miners from Nautilus underway, the Company expects its total self-mining hash rate to increase to approximately 8.7 EH/s.

    In October, the Company’s miners operated at an average hash rate of 6.8 EH/s, with adjustments made for demand response events and performance optimization strategies to maximize profitability.

    On the WULF Compute front, TeraWulf continues its rapid progress in large-scale HPC hosting infrastructure at Lake Mariner. Notable progress includes the recent completion of a 2.5 MW HPC/AI proof-of-concept project designed to accommodate current and next-gen GPU technology. Additionally, construction of CB-1, a 20 MW HPC hosting facility with Tier 3-grade redundancy features, is on schedule for completion in Q1 2025. Preparations for CB-2, a 50 MW HPC hosting facility, are also progressing as key components have already been secured, ensuring timely delivery by the end of Q2 2025.

    About TeraWulf

    TeraWulf develops, owns, and operates environmentally sustainable, next-generation data center infrastructure in the United States, specifically designed for Bitcoin mining and high-performance computing. Led by a team of seasoned energy entrepreneurs, the Company owns and operates the Lake Mariner facility situated on the expansive site of a now retired coal plant in Western New York. Currently, TeraWulf generates revenue primarily through Bitcoin mining, leveraging predominantly zero-carbon energy sources, including nuclear and hydroelectric power. Committed to environmental, social, and governance (ESG) principles that align with its business objectives, TeraWulf aims to deliver industry-leading economics in mining and data center operations at an industrial scale.

    Forward-Looking Statements

    This press release contains forward-looking statements within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995, as amended. Such forward-looking statements include statements concerning anticipated future events and expectations that are not historical facts. All statements, other than statements of historical fact, are statements that could be deemed forward-looking statements. In addition, forward-looking statements are typically identified by words such as “plan,” “believe,” “goal,” “target,” “aim,” “expect,” “anticipate,” “intend,” “outlook,” “estimate,” “forecast,” “project,” “continue,” “could,” “may,” “might,” “possible,” “potential,” “predict,” “should,” “would” and other similar words and expressions, although the absence of these words or expressions does not mean that a statement is not forward-looking. Forward-looking statements are based on the current expectations and beliefs of TeraWulf’s management and are inherently subject to a number of factors, risks, uncertainties and assumptions and their potential effects. There can be no assurance that future developments will be those that have been anticipated. Actual results may vary materially from those expressed or implied by forward-looking statements based on a number of factors, risks, uncertainties and assumptions, including, among others: (1) conditions in the cryptocurrency mining industry, including fluctuation in the market pricing of bitcoin and other cryptocurrencies, and the economics of cryptocurrency mining, including as to variables or factors affecting the cost, efficiency and profitability of cryptocurrency mining; (2) competition among the various providers of cryptocurrency mining services; (3) changes in applicable laws, regulations and/or permits affecting TeraWulf’s operations or the industries in which it operates, including regulation regarding power generation, cryptocurrency usage and/or cryptocurrency mining, and/or regulation regarding safety, health, environmental and other matters, which could require significant expenditures; (4) the ability to implement certain business objectives and to timely and cost-effectively execute integrated projects; (5) failure to obtain adequate financing on a timely basis and/or on acceptable terms with regard to growth strategies or operations; (6) loss of public confidence in bitcoin or other cryptocurrencies and the potential for cryptocurrency market manipulation; (7) adverse geopolitical or economic conditions, including a high inflationary environment; (8) the potential of cybercrime, money-laundering, malware infections and phishing and/or loss and interference as a result of equipment malfunction or break-down, physical disaster, data security breach, computer malfunction or sabotage (and the costs associated with any of the foregoing); (9) the availability, delivery schedule and cost of equipment necessary to maintain and grow the business and operations of TeraWulf, including mining equipment and infrastructure equipment meeting the technical or other specifications required to achieve its growth strategy; (10) employment workforce factors, including the loss of key employees; (11) litigation relating to TeraWulf and/or its business; and (12) other risks and uncertainties detailed from time to time in the Company’s filings with the Securities and Exchange Commission (“SEC”). Potential investors, stockholders and other readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date on which they were made. TeraWulf does not assume any obligation to publicly update any forward-looking statement after it was made, whether as a result of new information, future events or otherwise, except as required by law or regulation. Investors are referred to the full discussion of risks and uncertainties associated with forward-looking statements and the discussion of risk factors contained in the Company’s filings with the SEC, which are available at www.sec.gov.

    Investors:
    Investors@terawulf.com

    Media:
    media@terawulf.com


    1 The Company’s share of the earnings or losses from operations at the Nautilus Cryptomine facility is reflected within “Equity in net income (loss) of investee, net of tax” in the consolidated statements of operations. Accordingly, operating results of the Nautilus Cryptomine facility are not reflected in revenue, cost of revenue or cost of operations lines in TeraWulf’s consolidated statements of operations. The Company uses these metrics as indicators of operational progress and effectiveness and believes they are useful to investors for the same purposes and to provide comparisons to peer companies. All figures except Bitcoin Self-Mined are estimates and remain subject to standard month-end adjustments.
    2 The Company sold its 25% equity interest in the Nautilus Cryptomine facility effective October 2, 2024.
    3 Computed as the weighted-average opening price of bitcoin on each respective day the Bitcoin Self-Mined is earned.
    4 While nameplate mining inventory as of October 31, 2024 for Lake Mariner is estimated at 8.1 EH/s, actual monthly hash rate performance depends on a variety of factors, including (but not limited to) performance tuning to increase efficiency and maximize margin, scheduled outages (scopes to improve reliability or performance), unscheduled outages, curtailment due to participation in various cash generating demand response programs, derate of ASICS due to adverse weather and ASIC maintenance and repair. Performance in October is especially impacted by miner fleet upgrade work.
    5 Nameplate miner efficiency excludes auxiliary load.

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