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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
	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 –

January 26, 2025

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 3^rd, 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	—
Basis Swaps – WTI (Midland)	$1.18	$1.10	$1.08	$1.08	$1.08	—
Roll Swaps – WTI	40,000	—	—	—	—	—
Roll Swaps – WTI	$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	—	—	—	—	—
Natural Gas Swaps – Henry Hub	$3.23	—	—	—	—	—
Natural Gas Basis Swaps – Waha Hub	471,630	650,000	590,000	590,000	590,000	10,000
Natural Gas Basis Swaps – Waha Hub	$-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 –

January 26, 2025

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 –

January 26, 2025

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 10^th, 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 –

January 26, 2025

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 –

January 26, 2025

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 –

January 26, 2025

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

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:

GAAP Gross Profit is expected to include Purchase Price Accounting (“PPA”) effects, $(10) million; Share-based Compensation, $(15) million; Other Incidentals, $(10) million;
GAAP Operating Income (loss) is expected to include PPA effects, $(39) million; Share-based Compensation, $(118) million; Restructuring and Other Incidentals, $(27) million;
GAAP Financial Income (expense) is expected to include Other financial expense $(10) million;
GAAP Non-Controlling Interest (NCI) and Other is expected to include results relating to non-foundry equity-accounted investees $(3) million;
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:
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:
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:
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:
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 –

January 26, 2025

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 –

January 26, 2025

MIL-OSI Canada: Grow your career with Alberta’s public service

Source: Government of Canada regional news

Alberta called and the world answered. Hundreds of thousands of people are choosing Alberta as the place to find meaningful and well-paying work to support their families and their futures. Alberta’s public sector salaries are some of the strongest in Canada and with less tax, workers have more take-home pay. The cost of living is also lower than in many other jurisdictions, allowing for a better quality of life. New health care facilities will provide thousands of health care positions, and the 90 new schools that will be kick-started over the next three years will all need educators and support staff.

To support Alberta’s growth, health and safety, there are many other occupations available, including corrections officers, sheriffs and paramedics. These roles, and many others, are available in the province’s big cities and rural areas.

“Opportunity abounds in Alberta in both the private and public sectors. Working in the public sector provides individuals opportunities that span numerous sectors and skill levels while also being financially rewarding and providing an opportunity to have a positive impact in the daily lives of Albertans. We’re inviting everyone to see the full breadth of meaningful and impactful job opportunities available in our beautiful province.”

Danielle Smith, Premier

As the government continues its work to provide high-quality services to Albertans across the province, it is promoting its efficient and effective workforce. To inform people about the great career options in the public service, a provincial advertising campaign will run for the next six weeks. Print, radio, television and social media advertisements will share with Albertans that life, and work, are better here and to ask them to consider a career in the provincial public sector.

Quick facts

Between July 1, 2023, and July 1, 2024, the province’s population expanded by more than 204,000 people, which is an annual growth rate of 4.4 per cent.
Alberta’s annual growth is comparable to the population in two new cities the size of Lethbridge or Red Deer.
In the third quarter of 2024, Alberta’s population reached 4.9 million people.

Related information

alberta.ca/BetterHere

MIL OSI Canada News –

January 26, 2025

MIL-OSI Economics: ONLINE EVENT | Latin America – Spain Railway Dialogues ‘Rails towards a sustainable future”

Source: CAF Development Bank of Latin America

Under the title ‘Rails Towards a Sustainable Future’, this event aims to highlight the tremendous potential of rail as a mode of land transport capable of ensuring the mobility of large volumes of people and goods, boosting the economic, environmental, and social sustainability essential for the future. The Railway Dialogues will take place on November 13 and 14 at the La Moneda Cultural Center, gathering experts, government representatives, private companies, and financial institutions involved in the railway sector.

The first day is designed to foster knowledge sharing and inter-institutional collaboration, creating an ideal setting for learning from expert insights, discovering best practices, and building valuable connections within the railway industry. Authorities from countries such as Chile, Brazil, Panama, Uruguay, and Spain will participate.

The second day, organized by EFE as part of its 140th anniversary celebration, will address the challenges and opportunities in Chile’s railway sector, including a panel that brings in international railway perspectives with contributions from experts, authorities, and key institutions in the field.

To mark this anniversary, the La Moneda Cultural Center will also host the exhibition ‘The Train Runs Along the Line‘, which explores the present and future of railways in Chile.

This event wraps up a week of railway-related activities in Santiago, Chile. In the days leading up to it, the 60th Annual Assembly of the Latin American Railway Association (ALAF) and the Regional Assembly of the International Union of Railways (UIC) will take place.

Date: November 13 and 14
Time: 9:30 a.m. (Chile)*
*The event will be streamed on this microsite

MIL OSI Economics –

January 26, 2025

MIL-OSI USA: SBA Reinforces Long-Term Commitment to Maui’s Recovery from 2023 Wildfires

Source: United States Small Business Administration

SACRAMENTO, Calif. – Francisco Sánchez Jr., Associate Administrator for the Office of Disaster Recovery and Resilience at the U.S. Small Business Administration (SBA), reiterated SBA’s unwavering support for the recovery efforts in Maui, following the devastating wildfires of August 2023. “Since the onset of the disaster, SBA has been on the ground, committed to helping homeowners, renters, and businesses rebuild and recover from these unprecedented fires,” said Sánchez. “During my recent visit to Maui in September, it was clear that SBA’s role remains essential as we work together toward a full and resilient recovery.”

SBA Disaster Loan Assistance Centers: Ongoing Support Across Maui

SBA Disaster Loan Assistance Centers continue to provide essential resources and one-on-one support for Maui residents impacted by the fires. SBA representatives are actively available at the Business and Disaster Recovery Centers, Business Resource and Assessment Center, and other locations across Maui. These centers offer direct guidance on SBA’s Disaster Loan Assistance program and are open at specified times and locations.

MAUI COUNTY
Business Recovery Center
Hawaii Technology Development Corp.
Maui Research Tech Center (MRTC)
Bldg. A, Ste. 119 (Conf. Rm.)
590 Lipoa Pkwy.
Kihei, HI 96753
Mondays – Fridays, 8 a.m. – 5 p.m.

MAUI COUNTY
Maui Office of Recovery – West Maui
Lahaina Gateway, Unit 102-B
(near Ace Hardware)
325 Keawe St.
Lahaina, HI 96761
Mondays, Tuesdays, Thursdays & Fridays
8:00 a.m. – 4:30 p.m.
Wednesdays
8:00 a.m. – 12:30 p.m. & 1:30 p.m. – 4:30 p.m.

MAUI COUNTY
Council for Native Hawaiian Advancement
70 E. Kaahumanu Ave., Unit D-1
Kahului, HI 96732
Mondays – Fridays, 9:00 a.m. – 5:00 p.m.

MAUI COUNTY
Business Resource and Assessment Center
One Main Plaza
2200 Main St., Ste. 100-C
Wailuku, HI 96793
Mondays – Fridays, 8:00 a.m. – 5:00 p.m.

Available Resources and Application Support

Individuals affected by the wildfires can apply for assistance in-person at any of the Maui Disaster Loan Assistance Centers, or they may apply online. For questions or additional assistance, SBA’s Customer Service Center is available at (800) 659-2955 or by email at disastercustomerservice@sba.gov. Those who are deaf, hard of hearing, or have a speech disability can dial 7-1-1 to access telecommunications relay services. A list of the current recovery center locations can be found at https://lending.sba.gov/search-disaster/?disaster=HI-00073.

Deadlines and Application Flexibility

The deadline for applications from businesses suffering economic injury is November 9, 2024. SBA will accept late applications if delays were caused by circumstances beyond the applicant’s control. For assistance with late applications, visit any of the four SBA Centers in Maui or contact the SBA Customer Service Center.

SBA Disaster Loan Terms and Resilience Funding

SBA’s disaster loans offer deferred interest accrual and repayment options to ease the recovery process:

Interest Accrual: Begins 12 months after the initial loan disbursement.

Repayment Start: Begins 18 months after the initial loan disbursement.

SBA also offers additional funding to enhance resilience against future disasters, with loan increases of up to 20 percent to fund protective upgrades. These funds can be used for improvements that reduce potential damage or increase property safety in future disasters. There is no cost to apply, and approved applications are not obligated to accept a loan.

The SBA remains steadfast in its commitment to Maui’s long-term recovery, ensuring that its resources are accessible and tailored to support those affected. SBA’s disaster response and resilience efforts aim to strengthen communities and promote safety in the face of future threats.

On October 15, 2024, it was announced that funds for the Disaster Loan Program have been fully expended. While no new loans can be issued until Congress appropriates additional funding, we remain committed to supporting disaster survivors. Applications will continue to be accepted and processed to ensure individuals and businesses are prepared to receive assistance once funding becomes available.

Applicants are encouraged to submit their loan applications promptly for review in anticipation of future funding.

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About the U.S. Small Business Administration
The U.S. Small Business Administration helps power the American dream of business ownership. As the only go-to resource and voice for small businesses backed by the strength of the federal government, the SBA empowers entrepreneurs and small business owners with the resources and support they need to start, grow, expand their businesses, or recover from a declared disaster. It delivers services through an extensive network of SBA field offices and partnerships with public and private organizations.

MIL OSI USA News –

January 26, 2025

MIL-OSI United Nations: Leadership for Peace Means ‘Living Up to UN Charter’, Says Secretary-General at Security Council Debate

Source: United Nations – Peacekeeping

Following are UN Secretary-General António Guterres’ remarks to the Security Council’s high-level debate on “Leadership for peace: united in respect of the UN Charter, in search of a secure future”, in New York today:

I thank the Government of Slovenia for convening this high-level debate on Leadership for Peace.

The topic is rooted in a fundamental truth: Peace is never automatic. Peace demands action. And peace demands leadership.

Instead, we’re seeing deepening geo-political divisions and mistrust. Impunity is spreading, with repeated violations of international law and the UN Charter. Conflicts are multiplying, becoming more complex and deadlier. All regions are affected.

And civilians are paying the steepest price. From Gaza to Ukraine to Sudan and beyond — wars grind on, suffering grows, hunger deepens, lives are upended, and the legitimacy and effectiveness of the United Nations, and this Council, are undermined.

Leadership for peace requires action in at least two key areas.

First — leadership for peace means all Member States living up to their commitments in the UN Charter, in international law and in recent agreements such as the Pact for the Future.

Among other things, the Pact calls for strengthening tools and frameworks to prevent conflict, sustain peace and advance sustainable development, with the full, equal and meaningful participation of women.

It calls for updating our tools for peace operations to allow for more agile, tailored responses to existing, emerging and future challenges.

It reinforces the commitment to all human rights — civil, political, economic, social and cultural.

It includes initiatives around disarmament, peacebuilding, and managing threats posed by lethal autonomous weapons and artificial intelligence and in new domains, including outer space and cyberspace.

It calls for measures to quickly address complex global shocks. And it contains a new push to reform key institutions of global governance, including the global financial architecture and this very Council.

The Pact is a down-payment on these reforms. But we will need strong political will to implement them and rebuild the legitimacy and effectiveness of this Council. Which brings me to my second point about leadership for peace.

Leadership for peace means ensuring that the UN Security Council acts in a meaningful way to ease global tensions and help address the conflicts that are inflicting so much suffering around the world.

Geopolitical divisions continue to block effective solutions. A united Council can make a tremendous difference for peace. A divided Council cannot. It is imperative that Council Members spare no effort to work together to find common ground. And it has proven capable of doing so in some key areas.

From currently overseeing 11 peacekeeping operations on three continents, involving nearly 70,000 uniformed peacekeeping personnel…

To resolutions that help keep vital humanitarian aid flowing to the world’s hotspots…

To the landmark resolution 2719 (2023), which provides for African-Union led peace support operations authorized by the Council to have access to UN assessed contributions…

To the groundbreaking resolutions that recognized the clear implications of peace and security challenges on the lives of women and youth…

To this Council’s growing ties to regional and subregional organizations to foster consensus and peace. These examples — and more — prove that forging peace is possible.

When we consider the most difficult and intractable conflicts on this Council’s agenda, peace can seem an impossible dream.

But I strongly believe that peace is possible if we stick to principles. Peace in Ukraine is possible. By following the UN Charter and abiding by international law.

Peace in Gaza is possible. By sparing no effort for an immediate ceasefire, the immediate release of all hostages, and the beginning of an irreversible process towards a two-State solution.

Peace in Sudan is possible. By sending a clear message to the warring parties that all Members of this Council — including the five permanent Members — will not tolerate the horrific violence and desperate humanitarian crisis being unleashed on innocent civilians.

The situations on this Council’s agenda are complex and do not have quick fixes. But the scale of the challenge should not deter us. Our only hope for progress on peace is active collaboration and unity among Council Members.

Today, I call on all Members to live up to this great responsibility, and to the promise of the UN Charter. Contribute to this Council’s success — not its diminishment. Let’s ensure that this Council serves as an effective and representative forum for peace — today and in the years to come.

MIL OSI United Nations News –

January 26, 2025

MIL-OSI USA: ICYMI: Our health care system is dysfunctional: Here’s how to make America healthy again

Source: United States House of Representatives – Representative Chip Roy (R-TX)

WASHINGTON, D.C. – On Monday, Representative Chip Roy (TX-21) penned an op-ed in The Hill laying out a conservative vision for healthcare freedom as we enter 2025.

The full text of the op-ed is available at the link here; some key quotes are below:

“American healthcare is getting more expensive but Americans aren’t getting healthier… Spending more money on government programs is not the solution. What we need is a fundamental paradigm shift toward healthcare freedom.”

“We must end the crony capitalism ruining our healthcare system. We must be brave enough to overhaul the government bureaucrats at NIH, CDC, and the USDA – and to take on Big Insurance, Big Hospital, Big Pharma, Big Corporations, and Big Ag.”

“Government-manufactured unhealthiness seems to be by design. Pharma companies, insurance companies, pharmacy benefit managers, and hospitals rarely make money off gym memberships and higher fruit and vegetable sales. By abandoning the focus on health, this makes the cost of everything in healthcare more expensive, and people are discouraged from seeking the care they need.”

“Instead of allowing big corporations to dominate healthcare policy, we must empower Americans and reward them for making smarter healthcare decisions…”

“Enough is enough. We must embrace two steps to healthcare freedom. First, we must break the grip of the cronyism that feeds us poisoned food and makes a quick buck off the “cure.” Then, we must free the system using DPC and HSAs – among other things – to destroy the third-party paper pushers’ power to deny us an affordable and personalized relationship with the healthcare provider of our choice.”

“Get the government bureaucrat and corporate America out of the way of you and your farmer and you and your providers so that we can make America healthy again.”

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MIL OSI USA News –

January 26, 2025

MIL-OSI New Zealand: Liberia

Source: New Zealand Ministry of Foreign Affairs and Trade – Safe Travel

Reviewed: 22 November 2022, 14:57 NZDT
Still current at: 5 November 2024

Related news features

If you are planning international travel at this time, please read our COVID-19 related travel advice here, alongside our destination specific travel advice below.

Exercise increased caution in Liberia due to the unpredictable security situation and violent crime (level 2 of 4).

Liberia

Violent Crime
Violent crime occurs throughout Liberia, and there is a high incidence of armed robbery, sexual assault, mugging and residential burglary. Most crime is opportunistic but there are also organised criminal groups. Criminals are often armed, typically with a knife or a machete. The level of crime is much higher after dark.

As foreigners may be targeted due to their perceived wealth, avoid displaying or wearing items that appear valuable, such as mobile devices and jewellery. Walking alone or travelling after dark should be avoided. No resistance should be given if you are the victim of an armed robbery or mugging, as this could lead to an escalation in violence. Avoid travelling alone or after dark.

Liberian police and authorities have a very limited capacity to respond and provide effective protective services, particularly outside the capital Monrovia.

Terrorism
There is no history of terrorism in Liberia; however, terrorist groups remain active across West Africa and attacks in other countries have targeted beach resorts, hotels, cafes and restaurants visited by foreigners.

New Zealanders in Liberia are advised to keep themselves informed of potential risks to safety and security by monitoring the media and other local information sources. We recommend following any instructions issued by the local authorities and exercising vigilance in public places.

Local travel
New Zealanders considering travel to Liberia are advised to make adequate security arrangements with a reliable organisation in advance of your arrival.

You should avoid local public transport. Pre-arrange transport for the duration of your stay, including to and from the airport, which is located some distance from downtown Monrovia. Taxis should be booked using a reputable company via a trusted friend or through your hotel. When travelling by road, keep doors locked and windows up at all times, as taxis have been occasionally targeted for robbery. Secure tourist facilities and accommodation are very limited and poorly maintained. Stay only in reputable accommodation with adequate guarding. Photo identification should be carried at all times.

The security situation in Grand Gedeh and River Gee counties, which border Cote D’Ivoire, can be unstable. There are armed groups near the border and occasional cross-border attacks have occurred in the past.

Civil Unrest
The security situation in Liberia remains fragile. Sporadic demonstrations and local disturbances can turn violent and there is ongoing potential for unrest. Police may use tear gas and/or water cannons to disperse demonstrations. New Zealanders in Liberia are advised to avoid all large crowds, political rallies and demonstrations as they have the potential to turn violent.

Scams
Commercial and internet fraud is common in Liberia. New Zealanders should be wary of any offers that seem too good to be true, as they may be a scam. For further information see our advice on Internet Fraud and International Scams and Internet dating scams.

Ebola Virus Disease
Following an Ebola outbreak in 2014, the World Health Organisation (WHO) declared Liberia free of Ebola Virus Disease (EVD) transmission in June 2016. For more information on Ebola, please see the Ministry of Health’s website and the WHO website.

General Travel Advice
As there is no New Zealand diplomatic presence in Liberia, the ability of the government to provide consular assistance to New Zealand citizens is severely limited. We offer advice to New Zealanders about contingency planning that travellers to Liberia should consider.

Modern medical services in Liberia are very limited, so we advise New Zealanders travelling or living in Liberia to have a comprehensive travel insurance policy in place that includes provision for medical evacuation by air.

Penalties for possession, use or trafficking of illegal drugs are severe and can include lengthy imprisonment or fines.

Photography of government offices, airports, military establishments or officials, is prohibited, and could result in detention. If in doubt, don’t take a picture.

Authorities may ask for proof of your identity, so carry a colour photocopy of your passport and visa for Liberia at all times. Checkpoints operate throughout the country.

New Zealanders in Liberia are encouraged to register their details with the Ministry of Foreign Affairs and Trade.

Travel tips

See our regional advice for Africa

Top of page

MIL OSI New Zealand News –

January 26, 2025

MIL-OSI New Zealand: Local News – Pātaka summer season inspires, connects and provokes – Porirua

Source: Porirua City Council

Three new exhibitions opened on Saturday as part of Pātaka Art + Museum’s stunning new season.

The provocative exhibition Diane Prince: Activist Artist showcases a selection of Diane’s works. Diane (Ngā Puhi, Ngāti Whatua and Ngāti Kahu) is a painter, weaver, installation art practitioner, set designer and educator, whose multimedia practice emphasises Māori rights, particularly Māori women’s rights.

The artworks focus on the close relationship between activism and art, with both facets deeply significant to an understanding of Māori and New Zealand (art) history. As we head into 50 years since the Māori Land March, Prince re-creates many of her previous works for a new audience – with political messages connecting even the quietest of her artworks.

The second exhibition Rangirua presents two takes on the two-person exhibition, connecting two pairings of two artists: jewellers Neke Moa with Rowan Panther and mark-makers Gabrielle Amodeo alongside Martin Thompson. Rangirua, which translates to “two minds”, celebrates the comparisons and conversations that emerge when artists are placed side by side.

In Taku Hoe, artists reconnect across Te Moananui a Kiwa (the Pacific Ocean) in the third exhibition, which features works from artists from the Aotearoa delegation for the 2024 Festival of Pacific Arts and Culture (FestPAC).

The artworks represented at Pātaka include Cry of the Stolen People – Black Birding of the Tokelau Islands by Porirua-based Tokelauan artists Jack Kirifi, Moses Viliamu, Matthew Lepaio and the late Zac Mateo. The audio-visual installation tells the little-known history of Pacific slavery.

Mid-December those three exhibitions will be joined by Boro – Timeworn Textiles from Japan, celebrating textile art, and the unnamed women who created it. Boro is a method of hand-sewn, repeated repairs that use sashiko – a running stitch, ideally the size of a grain of rice – to beautifully preserve and recycle fabric with cherished textiles passed down through generations.

Find out more: pataka.org.nz

MIL OSI New Zealand News –

January 26, 2025

MIL-OSI Security: McKeesport Felon Sentenced to Prison for Possession of Firearm and Ammunition

Source: United States Bureau of Alcohol Tobacco Firearms and Explosives (ATF)

PITTSBURGH, Pa. – A resident of McKeesport, Pennsylvania, was sentenced on October 31, 2024, to 33 months in prison for violating federal firearm laws and conditions of his federal supervised release, United States Attorney Eric G. Olshan announced today.

Senior United States District Judge Joy Flowers Conti imposed the sentence on Jared Abraham Ogrosky, 26, also ordering Ogrosky to serve three years of supervised release following his prison term.

Ogrosky previously pleaded guilty in this case to possessing a firearm and ammunition as a convicted felon on March 12, 2024. Federal law prohibits possession of a firearm or ammunition by a convicted felon. Additionally, Ogrosky admitted to violating several conditions of his supervised release following his earlier convictions for trafficking in heroin and fentanyl and possession of a firearm in furtherance of a drug trafficking crime.

Assistant United States Attorney V. Joseph Sonson prosecuted this case on behalf of the government.

United States Attorney Olshan commended the Bureau of Alcohol, Tobacco, Firearms and Explosives; Allegheny County District Attorney Narcotics Enforcement Team; and U.S. Marshals Service for the investigation leading to the successful prosecution of Ogrosky.

MIL Security OSI –

January 26, 2025

MIL-OSI Europe: Press release – Hearing of Commissioner-designate Apostolos Tzitzikostas

Source: European Parliament 3

On Monday evening, the Transport and Tourism Committee questioned Apostolos Tzitzikostas, Greek candidate for the sustainable transport and tourism portfolio.

The committee chair and political group coordinators will meet without delay to assess the performance and qualification of the Commissioner-designate.

Competitive transport, which respects environment

In his introductory speech, Mr Tzitzikostas stressed that if confirmed as Commissioner for sustainable transport and tourism he will focus on enhancing the competitiveness of the EU’s transport sector, sticking to the agreed timetable for its green and digital transitions, completing the Trans-European Transport (TEN-T) network by the established deadlines, enhancing transport safety, and ensuring the enforcement of current EU rules. To push for transport decarbonisation solutions, such as the production of sustainable fuels and the development of charging infrastructure, he committed to presenting a sustainable transport investment plan in 2025, while on competitiveness he pledged to develop an EU industrial action plan for automotive sector.

On the modal shift, the Commissioner-designate said he would present a plan to connect EU capitals and large cities by high-speed rail, including night trains. In addition, Mr Tzitzikostas committed to presenting a single digital booking and ticketing option for rail in the first year of his mandate.

On tourism, he said the EU must maintain its number one destination raking in the world. He committed to a strategy for sustainable tourism, to support the industry and preserve the well-being of local communities.

European solutions, working conditions, modal shift

Several MEPs asked the Commissioner-designate to support the EU’s transport and tourism sectors and look for solutions at the EU level. Cutting red tape, less reporting requirements and a pause on new proposals without undertaking an impact assessment were some of the demands presented by MEPs to Mr Tzitzikostas.

MEPs also asked questions on working conditions in the transport sector, especially in aviation and maritime, and secured a commitment from Mr Tzitzikostas for a comprehensive evaluation of the situation in this area within his first 100 days.

Members questioned Mr Tzitzikostas on the review of aviation service and air passenger right rules, the modal shift from road to rail, concrete proposals to encourage high-speed and night trains, the development of clean corporate fleet as well as additional measures to ensure transport safety.

Mr Tzitzikostas was also quizzed on specific measures to rescue the EU’s automotive industry, on financial support needed to complete the TEN-T network as well as plans to ensure maritime security and the disruption of Russia’s shadow vessels fleet.

You can watch the video recording of the full hearing here.

Press point

At the end of the hearing, the Chair of the Transport and Tourism Committee, Ms Elissavet Vozemberg, held a press point outside the meeting room: watch it here.

Next steps

Based on the committee recommendations, the Conference of Presidents (EP President Metsola and political group chairs) is set to conduct the final evaluation and declare the hearings closed on 21 November. Once the Conference of Presidents declares all hearings closed, the evaluation letters will be published.

The election by MEPs of the full college of Commissioners (by a majority of the votes cast, by roll-call) is currently scheduled to take place during the 25-28 November plenary session in Strasbourg.

MIL OSI Europe News –

January 26, 2025

MIL-OSI Video: Clean Energy Shift Risks Widening Inequalities – UN Vice Chief | Briefing | United Nations

Source: United Nations (Video News)

Deputy Secretary-General Amina J. Mohammed today (4 Nov) said, “there is a danger that the clean energy transition could reproduce and amplify inequalities of the past: With developing countries – rich in the renewables critical to the transition – banished to the bottom of those value chains, their people are exploited, and their environment in jeopardy as others grow wealthy on their resources.”

Presenting the report of the Secretary-General’s Panel on Critical Energy Transition Minerals, Mohammed said, “we are in the midst of a quiet revolution. The way we power our economies and societies is changing. Renewables have never been cheaper or more accessible, and the acceleration in their roll-out is staggering but uneven.”

Mohammed said, “the Panel’s report identifies ways governments, industry, and the United Nations can work to embed justice and equity in critical energy transition mineral value chains and ensures that they spur sustainable development, respect people, protect the environment, and power prosperity in resource-rich developing countries.”

She said the report, “outlines seven guiding principles that prioritize human rights, environmental protection, and inclusive development while also insisting on responsible trade and investment.”

One of the Panel’s Co-chairs, Ambassador Nozipho Mxakato-Diseko of South Africa, said, “these minerals are so essential to the transition of the world to a low carbon economy, that it’s important that there’s understanding amongst member states, there’s understanding among countries that are producing and endowed with these minerals and countries that consume these minerals that tend to be very strong.”

Above all, Mxakato-Diseko said, there is need for cooperation and understanding and trust between big powers.”

The South African Ambassador said, “this is an area where one country cannot benefit alone to the detriment of other countries. We either all do something to address climate change together or we don’t, and we sink together. We either act together to save the world and address climate change, or we don’t together, and we perish. And history will not be kind on us.”

The report indicates that effective climate action and the global deployment of renewable energy technologies relies on the sufficient, reliable and affordable supply of critical energy transition minerals (CETMs). For the energy transition to be just, these minerals must be extracted, processed, transformed and recycled sustainably and equitably.

According to the International Energy Agency (IEA), reaching net-zero globally by 2050 would require the demand for CETMs to increase three and a half times by 2030, with even steeper demand for key commodities such as lithium (8 times), graphite (7 times), and nickel (7 times).

The report states that countries with large reserves of CETMs could, with careful action-orientated planning, have an opportunity to transform economies, create green jobs, and foster sustainable local, regional and global development, especially for developing countries and communities.

https://www.youtube.com/watch?v=80-fMeKTZF0

MIL OSI Video –

January 26, 2025

MIL-OSI Canada: West Coast ports work stoppage: Joint statement

Source: Government of Canada regional news

“Alberta’s government is disappointed and dismayed that yet another work stoppage is occurring in Canada’s transportation sector that has the potential to create widespread damage to Canadians, our country’s economy and our reputation as a reliable trading partner.

“Alberta is a landlocked province that relies on the safe, dependable movement of goods to and from West Coast ports. These ports export about $50 million worth of Alberta’s key commodities every day including agricultural, energy and manufacturing-related products. A prolonged work stoppage will disrupt the movement of these products, backlog other transportation networks such as rail and trucking and damage the economies of Alberta and Canada.

“Our government respects the collective bargaining process and encourages the employers and the ship and dock forepersons union to continue working with federal mediators towards an agreement to ensure there are minimal disruptions at West Coast ports.

“We also call on the federal government to take whatever steps are necessary to maintain critical port operations. Going forward, we encourage the federal government to respond proactively and more effectively to labour disputes affecting essential components of our transportation and supply chain networks, especially those with a limited number of service providers wherein disruptions lead to severe and widespread consequences due to the lack of alternative options.

“We are calling on the federal government to urgently intervene with binding arbitration, and improve its strategy for managing labour relations, especially within federally regulated transportation sectors. The work stoppages we are seeing every year are a clear indication of the breakdown in these relations and require immediate attention to re-establish stability in our supply chains.”

MIL OSI Canada News –

January 26, 2025

MIL-OSI New Zealand: Political Attacks – Appalling attack on public service official by Minister crosses the line – PSA

Source: PSA

Associate Health Minister Casey Costello’s attack on the neutrality of a health official is outrageous and shows again how this Government is fearful of advice it doesn’t like.

“Publicly attacking a public servant for giving advice that you disagree with is unacceptable within our democratic system,” said Kerry Davies, National Secretary for the Public Service Association Te Pūkenga Here Tikanga Mahi.

“Officials are there to give robust advice so Ministers can carefully weigh all the evidence and make good decisions.

“In this case, the official with expertise in this matter was simply doing the job expected of her by taxpayers. She was pointing out the flaws in evidence the Minister herself provided to justify a $200 million tax break for tobacco companies.

“Taxpayers rightly expect officials to provide robust advice and evidence and challenge Ministers. It’s how our system works.

“Of course, Ministers have a right to reject that advice, but publicly attacking an official undermines a core principle that officials must be able to give free and frank advice to enable good decision-making.”

The Public Service Act 2020 makes that principle for officials very clear – ‘when giving advice to Ministers, to do so in a free and frank manner’, so that the public service can deliver on its purpose of supporting ‘constitutional and democratic government’.

“The Minister talks about the need for officials to hold to ‘public sector standards of integrity and political neutrality’ – that is exactly what this official was doing,” said Kerry Davies.

“Here we have an inexperienced Minister intimidating officials because she is simply unhappy with their advice. That is wrong.

“The Government promised to base decisions on evidence, but it has consistently ignored the advice and evidence presented to it by officials when Ministers didn’t like it.

“But this Minister has now gone a step too far and her public attack will have a chilling effect on officials. How is that good for our democracy?

“The PSA will be writing to the incoming Public Service Commissioner to express our strong concerns.”

MIL OSI New Zealand News –

January 26, 2025

MIL-OSI New Zealand: Consumers and Tech – Revealed: the WiFi routers to rent, upgrade to or buy outright – Consumer NZ

Source: Consumer NZ

Find out which routers offer the best home WiFi performance.

In partnership with the Commerce Commission, Consumer NZ has tested a number of WiFi routers and reveals that some broadband companies now provide devices as good as off-the-shelf options

“This work builds on the Commission’s monitoring, including our RealSpeed report, which shows the importance of having a good in-home set-up to make the most of your broadband speeds,” says Tristan Gilbertson, Telecommunications Commissioner.

Consumer’s expert testers put a selection of models from broadband providers and popular retail brands through their paces.

“Your router is your gateway to the internet, and the better the router, the better the performance of your connectivity,” says Mr Gilbertson.

As Nick Gelling, Consumer product test writer, says, “With a growing number of households relying on stable internet connectivity to stream TV, work remotely or play games, understanding the differences in router performance, ease of use and security features is crucial.

“Nearly all New Zealanders use WiFi to connect multiple devices throughout their homes to the internet, yet many are unaware of how to optimise their set-ups for the best performance.”

Find a reliable router

Consumer’s rigorous testing revealed that many routers provided by telcos are now on a par with, and in some cases outperform, popular third-party options.

“This is promising news for people who are hesitant to invest in their own equipment,” said Gelling, “because, these days, many telcos offer routers for rent at about $4 to $5 per month.

Standout performers in Consumer’s testing

Consumer’s test experts found that the best off-the-shelf options were the TP-Link Deco X55 and XE75 mesh systems. Some of the top performing routers provided by broadband providers included the TP-Link Deco X53 (fibre and copper-based DSL) and X58-4G (4G broadband), as well as Spark’s Smart Modem 2 (fibre and 4G).

Visit the Consumer website for a full breakdown of the results: https://consumernz.cmail19.com/t/i-l-fjtuddt-iyhupdhli-y/

Consumer insights: When to upgrade

Consumer NZ’s Gelling emphasised the importance of knowing when to upgrade your router.

“While many broadband providers are now offering quality hardware, it’s sensible to update your router every few years.

“If you’re still using an outdated model, you might be missing out on significant improvements in speed and security.”

The Commission advises New Zealanders to assess their current internet performance to check if they should upgrade to a faster plan or connection type, before deciding to switch providers or purchase a new router.

Simple steps like repositioning your router or connecting devices to the 5GHz band can often yield noticeable improvements.

The Cost of Connectivity

As more telcos begin to implement monthly rental fees for routers, with costs typically around $4 to $5 per month, Consumer urges people to consider their options carefully.

“While these fees might seem nominal, investing in your own quality router gives you the freedom to swap providers more often, which could save you money in the long run,” Gelling added.

“With the rising cost of internet services, which have increased by 11% over the past two years, understanding your options for obtaining a reliable router can help mitigate some of these costs.”

Tips for Consumers

Evaluate your current setup: Ensure your router is positioned centrally in your home, ideally where you can see it.

Consider a mesh system: For larger homes, investing in a mesh network (linking up two or more routers) can significantly improve connectivity.

Stay updated on technology: Look for routers that support at least the WiFi 6 standard for now. The cost of WiFi 7 is still high and it’s not yet compatible with most phones and computers.

Don’t hesitate to buy: If your telco’s offerings are lacking, don’t be afraid to invest in a high-quality third-party router.

Explore options to change provider: There can be advantages to switching providers particularly at the time of your contract ending or if your router is over four years old.

For detailed test results and a comprehensive buying guide, visit Consumer NZ’s website: https://consumernz.cmail19.com/t/i-l-fjtuddt-iyhupdhli-y/

MIL OSI New Zealand News –

January 26, 2025

MIL-OSI New Zealand: New rules mean faster payment times for small businesses

Source: New Zealand Government

New requirements for government agencies to pay their invoices faster and adopt labour-saving technology are an important part of our plan to rebuild the economy and support small businesses, Small Business and Manufacturing Minister Andrew Bayly and Economic Development Minister Melissa Lee say.

“The Government is ambitious about lifting New Zealand’s economic productivity and improving public sector efficiency, which means adopting smarter ways of working,” Mr Bayly says.

“Government agencies are a large client for businesses up and down the country, supplying everything from stationery and furniture, through to services such as software, security and research.

“The 33 central government agencies send and receive 1.6 million invoices annually, with the total number for all 135 government agencies likely many more millions.

“Prompt payment is especially important for small businesses which have limited cash reserves – an unpaid or late invoice can be the difference between being able to pay staff on time or not.

“Given 97 per cent of all businesses in New Zealand are small businesses, it is crucial for our broader economic success that government agencies pay their invoices quickly.

“There are also significant productivity gains from adopting eInvoicing, instead of paper or emailed PDF invoices. eInvoicing allows invoices to be processed digitally, reducing instances of human error and fraud. Estimates suggest that adopting eInvoicing could generate productivity savings of $4.4 billion over the next 10 years.”

Having invoices paid on time can mean a world of difference to small and medium sized businesses, Ms Lee says.

“Government agencies should be leading by example, and that’s why I’m rewriting Rule 51 of the Government Procurement Rules so more government agencies adopt eInvoicing and pay their suppliers promptly.

“Government agencies spend approximately $51.5 billion a year on procurement. We can leverage this purchasing power to drive innovation and productivity, and boost our economy.

“From 1 January 2026, agencies that send or receive more than 2,000 domestic invoices a year must have eInvoicing systems in place. These agencies will be required to pay all domestic eInvoices within five business days.

“To facilitate faster payments in the meantime, I am setting an explicit requirement for around 135 government agencies to pay 90 per cent of all domestic invoices within 10 business days, from 1 January 2025. This will increase to 95 per cent from 1 January 2026.

“These changes will help to move money faster around our economy and drive significant economy-wide productivity improvements.”

Notes to editor

A list of agencies required to apply the Government Procurement Rules is available here: www.procurement.govt.nz/about-us/mandate-and-eligibility/.
A wider review of the Government Procurement Rules is currently underway. MBIE will provide recommendations on updated Government Procurement Rules in 2025.

MIL OSI New Zealand News –

January 26, 2025

MIL-OSI Asia-Pac: Prime Minister Shri Narendra Modi Strongly Condemns Attack on Hindu Temple in Canada

Source: Government of India

Prime Minister Shri Narendra Modi Strongly Condemns Attack on Hindu Temple in Canada

Such acts of violence will never weaken India’s resolve. We expect the Canadian government to ensure justice and uphold the rule of law: PM

Posted On: 04 NOV 2024 8:33PM by PIB Delhi

Prime Minister Shri Narendra Modi has strongly condemned the recent attack on a Hindu temple in Canada, along with reported attempts to intimidate Indian diplomats. Emphasizing India’s steadfast resolve, he called for justice and the upholding of the rule of law by the Canadian government.

In his statement posted on X, Prime Minister Modi said:
“I strongly condemn the deliberate attack on a Hindu temple in Canada. Equally appalling are the cowardly attempts to intimidate our diplomats. Such acts of violence will never weaken India’s resolve. We expect the Canadian government to ensure justice and uphold the rule of law.”

I strongly condemn the deliberate attack on a Hindu temple in Canada. Equally appalling are the cowardly attempts to intimidate our diplomats. Such acts of violence will never weaken India’s resolve. We expect the Canadian government to ensure justice and uphold the rule of law.

— Narendra Modi (@narendramodi) November 4, 2024

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MJPS/SS

(Release ID: 2070706) Visitor Counter : 11

MIL OSI Asia Pacific News –

January 26, 2025

MIL-OSI Asia-Pac: Union Home Minister and Minister of Cooperation Shri Amit Shah chairs the 32nd meeting of ‘Kendriya Hindi Samiti’ today in New Delhi

Source: Government of India (2)

Union Home Minister and Minister of Cooperation Shri Amit Shah chairs the 32nd meeting of ‘Kendriya Hindi Samiti’ today in New Delhi

Prime Minister Shri Narendra Modi has taken major initiatives for the preservation, promotion and widespread use of Indian languages

In the next five years, the ‘Hindi Shabdsindhu’ dictionary will become the largest and most comprehensive dictionary in the world

Modi government’s tenure is a glorious period for the preservation and promotion of Indian languages

India is the only country in the world which has 11 classical languages

Prime Minister Modi has enhanced the importance of Hindi by expressing his views

MIL OSI Asia Pacific News –

January 26, 2025

MIL-OSI Asia-Pac: FTII’s student film ‘Sunflowers Were The First Ones To Know’ qualifies for Oscars in the Live Action Short Film Category

Source: Government of India (2)

FTII’s student film ‘Sunflowers Were The First Ones To Know’ qualifies for Oscars in the Live Action Short Film Category

FTII produced and La Cinef- Cannes winning film to compete at the 97th Academy Awards

Posted On: 04 NOV 2024 5:55PM by PIB Mumbai

: Mumbai/Pune, November 4, 2024

Film and Television Institute of India (FTII)’s student film “SUNFLOWERS WERE FIRST ONES TO KNOW” has qualified for the 2025 Oscars in the Live Action Short Film Category.

This short film has been directed by FTII student Chidananda S Naik and had earlier this year won the first Prize at the Cannes Film Festival’s La Cinef Selection, which led to global recognition for this Kannada- language project inspired by Indian folk stories and traditions.

The film, produced when Chidanand S. Naik was a student at FTII, showcases the expertise of a talented team, including Suraj Thakur (Cinematography), Manoj V (Editing) and Abhishek Kadam (Sound Design). The narrative is both poignant and profound, centering on an elderly woman who steals the village rooster, leading to a cessation of sunlight and resulting in turmoil within the community. In an effort to restore order, a prophecy is invoked, resulting in the exile of the woman’s family as they undertake a desperate mission to retrieve the rooster.

The La Cinef Jury at Cannes had commended the film for its illuminating storytelling and masterful direction, stating, “Une illumination qui, du fond de la nuit, brille par son humour et le sens de la mise en scène, le premier prix est attribué à Sunflowers Were the First Ones to Know de Chidananda S. Naik” (“An illumination that, from the depths of the night, shines with humor and a keen sense of direction, the first prize is awarded to ‘Sunflowers Were the First Ones to Know’ by Chidananda S Naik.”)

Film director Chidananda S Naik remarked, “I have aspired to tell this story for as long as I can remember. Our goal was to recreate the experience of not merely hearing these stories but of genuinely living them—an experience I hope resonates with audiences around the globe.”

Filmed entirely at night, ‘Sunflowers Were the First Ones to Know’ immerses viewers in the heart of the Indian landscape, inviting them to engage with its unique culture and atmosphere. Shri Naik’s direction artfully combines traditional narrative elements with visuals that celebrate the beauty of the region, emphasizing the deep-rooted connections between people and the magic of their stories.

Having received acclaim on the festival circuit, including the Best Indian Competition award at the Bengaluru International Short Film Festival, ‘Sunflowers Were the First Ones to Know’ is now poised to compete alongside the world’s best short films. The campaign for Sunflowers will feature special screenings, press opportunities, and Q&A events, providing Academy members and audiences worldwide with a glimpse into the universal power of India’s storytelling traditions. Beyond its accolades, ‘Sunflowers Were the First Ones to Know’ serves as an invitation for viewers to engage with Indian culture and storytelling, illuminating the universal themes that resonate deeply with audiences globally.

Source: FTII

NJ/SC/PM

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MIL OSI Asia Pacific News –

January 26, 2025

MIL-OSI Asia-Pac: CDS Gen Anil Chauhan concludes his four day visit to Algeria

Source: Government of India (2)

CDS Gen Anil Chauhan concludes his four day visit to Algeria

Both Countries ink milestone memorandum in defence Cooperation

Posted On: 04 NOV 2024 7:17PM by PIB Delhi

Chief of Defence Staff General Anil Chauhan led a high-ranking Indian military delegation on an official visit to the People’s Democratic Republic of Algeria from 31 Oct – 03 Nov 2024. The visit was part of a broader endeavour to strengthen India-Algeria relations which have seen increasing cooperation in recent years, particularly in the areas of trade, education, technology and defence.

In a significant step, Gen Anil Chauhan and his counterpart, General of Army Said Chanegriha, Chief of Staff of Algerian People’s National Army signed a milestone Memorandum in Defence cooperation between India and Algeria. This Memorandum represents not only a step forward in bilateral military cooperation but also lays down the foundation for long-term collaboration across a variety of sectors.

The CDS complimented General Said Chanegriha, on the high standards of the military parade and commemorative events of 01 Nov 2024, marking the 70^th Anniversary of Algeria’s Glorious Revolution, a pivotal moment in Algeria’s history.

Gen Chauhan interacted with the Director of the Higher War College and addressed senior officers of the of the People’s National Army. He underscored the shared history of both nations, fostering a bond based on similar values and principles. CDS highlighted the dividends of geography of both Algeria and India in their global aspirations, stating, “the core strategic outlook of a nation is shaped by its geography and historical experience”.

CDS called for peaceful resolution of global conflicts. He said, “India always supports peaceful resolution to global conflicts. India has re-established its Defence Wing in Algeria and welcomes the re-opening of Defence Wing of Algeria in India”.

Giving an overview of India’s National Security Strategy, CDS said, “In today’s complex geopolitical construct, India understands her responsibilities and desires to engage as a ‘Vishwa-Bandhu’ – a reliable partner for the world”. He highlighted the agreement in the field of space sciences and the major strides taken by India in technology development.

Gen Chauhan added that the Indian Armed Forces are undergoing transformation and are ready to share their experiences with the People’s National Army of Algeria. He emphasised upon India’s increasing defence production capability under the ‘Make in India’ and ‘Make for the World’ programmes.

India and Algeria share a commitment to self-determination, respect for sovereignty, and mutual support in multilateral domains. As regional leaders in South Asia and North Africa, both countries bring unique strategic advantages to the partnership, contributing to a more balanced and multipolar global order. The high level visit complements the recently concluded visit by the President of India to Algeria, underscoring the strong political will on both sides to deepen diplomatic, military and strategic cooperation.

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SR/Anand

(Release ID: 2070684) Visitor Counter : 7

MIL OSI Asia Pacific News –

January 26, 2025

MIL-OSI Asia-Pac: Address by Union Minister of New and Renewable Energy Shri Pralhad Joshi on Seventh General Assembly of ISA

Source: Government of India

Posted On: 04 NOV 2024 6:32PM by PIB Delhi

Hon’ble Ministers, Vice Presidents of the ISA Assembly

Ambassadors, High Commissioners, Honorary Consuls, Director General, Other Excellencies and Esteemed Delegates

It is a pleasure to stand before you today at the 7th General Assembly of the International Solar Alliance. Today, we are at a crucial point in our mission to reshape the global energy future.

Today we also celebrate the Power of the Sun. It is amazing to reflect on how harnessing solar energy has been a vital part of cultures globally for centuries.

In ancient Egypt, the sun god Ra was worshipped, symbolising life and energy. In the early 13th century in South America, the sun god, Inti was considered the ancestor of the Inca people.

Whether it be the Aztec civilisation, or the African traditions, Sun is personified and worshipped through dances and offerings.

Just like the Olympics, the Pythian Games were also part of ancient Greece. In Greek mythology, Apollo was the god of sun and light. He was worshipped through various festivals, including the Pythian Games.

Similarly, in India, the sun has held a sacred place in our culture, with the worship of Surya, deeply embedded in our traditions. To this day, we continue to pay our respect to the Sun God, through festivals like Makar Sankrant, or by reciting Gayatri Mantra or by practising Surya Namaskar every morning.

Our ancestors utilised solar energy in various forms, from solar heating techniques to architecture designed to capture sunlight effectively. Throughout India, you will find temples dedicated to Surya God anywhere and everywhere you go.

As we move forward, let us draw inspiration from these rich traditions and continue to promote solar energy, embracing its potential to transform lives and protect our planet. Together, we can harness the sun’s energy, furthering the wisdom of our ancestors while paving the way for a sustainable future.

Solar energy, once just a vision, is now a powerful reality, leading the world toward a cleaner and more sustainable path. The progress we have made together is undeniable, and the true potential of solar energy is unfolding, showing us just how transformative it can be.

In 2024, the global solar sector is set to reach approximately 2 terawatt of installed solar photovoltaic capacity. This marks an extraordinary leap from just a decade ago when solar was still considered a small segment within global energy markets. In 2023, solar energy contributed 5.5% of the global power, with its role in the energy mix expanding rapidly.

This rapid growth is fuelled by record-breaking investments. Global solar investments have grown from $144 billion in 2018 to $393 billion in 2023 and are expected to reach $500 billion by the end of 2024.

These investments are not only adding new capacity but are also driving down the cost of energy from solar worldwide. Today solar power has become the most affordable source of electricity in many regions, even surpassing coal and gas.

This cost-effectiveness is fuelling a global surge in solar ambitions, with several countries emerging as frontrunners in the field. Countries like the United States with more than 130 GW of installed solar capacity, and regions like the European Union (Germany and Spain collectively contribute over 250 GW of solar capacity) are also making good progress.

It gives me immense pride that India is also swiftly advancing its renewable energy capabilities. India’s journey is one of bold vision and relentless progress.

Under India’s Prime Minister Shri Narendra Modi’s leadership, India has set ambitious renewable energy targets, and achieved remarkable milestones along the way. Last month, India reached an impressive 90 GW of installed solar capacity, moving steadily forward towards its broader goal of 500 GW of renewable energy capacity by 2030.

India is also setting its sights on new horizons, with a target to produce 5 million metric tonnes of green hydrogen by 2030, supported by 125 GW of renewable energy capacity. We have approved 50 solar parks with a total capacity of nearly 37.5 GW and identified potential offshore wind energy sites to reach our 30 GW goal by 2030.

India’s Union Budget for 2024-25 reflects this commitment, with a 110% increase in funding for solar power projects and targeted support for initiatives like the PM-Surya Ghar Muft Bijli Yojana. This, along with exemptions on critical mineral imports, underscores our resolve to lead in solar innovation.

India has one of the best schemes globally for Solar rooftop installation. We are empowering communities to generate their own renewable energy.

In fact, the PM-KUSUM scheme is already transforming rural landscapes, enabling farmers to irrigate with solar power and sell surplus energy, advancing both livelihoods and sustainable agriculture. Furthermore, our Production Linked Incentive scheme is strengthening India’s solar manufacturing sector, fostering a self-reliant supply chain.

With these initiatives, India is not just contributing to a global energy transition but is setting a benchmark for sustainable growth. I am proud to say that we are making a tangible impact on the ground. This commitment to progress aligns seamlessly with the goals of the International Solar Alliance.

As a coalition of 120 Member and Signatory countries, ISA has been at the forefront of mobilising resources and facilitating the deployment of solar projects worldwide, particularly in Least Developed Countries and Small Island Developing States.

I am also pleased to share that ISA has successfully completed 21 out of 27 demonstration projects. This showcases our collective ability to make significant strides in solar energy deployment and support sustainable development across the globe.

I congratulate ISA and dedicate to the world 11 demonstration projects and the 7 STAR C centres launched today. It will help us expand the strong network of institutional capacities within ISA member states.

One of our innovative flagship initiatives in 2024 has been the launch of the Solar Data Portal. This platform delivers real-time data on solar resources, project performance, and investment opportunities across countries. It is providing transparent and actionable insights, thereby transforming how governments, investors, and developers engage with solar projects.

Another flagship initiative of ISA is the establishment of the Global Solar Facility. This facility aims to unlock commercial capital for solar projects in underserved regions, especially in Africa. With a pilot project already underway in the Democratic Republic of Congo, and commitments of $39 million from India, ISA, Bloomberg, and CIFF, we are on track to operationalise this initiative by COP29.

In addition to this, the SolarX Startup Challenge has successfully identified and supported innovative, scalable solutions for the solar sector. In September, we announced 30 winners from the Asia and Pacific edition, and preparations are underway to host the 3rd Edition of the challenge for the Latin America and the Caribbean region.

Besides these initiatives, ISA continues to expand knowledge-sharing. Our monthly ISA Knowledge Series and the Green Hydrogen Innovation Centre, launched at the G20 Ministerial, are advancing solar energy research and development.

Our efforts have been brought to life through global events organised by ISA, like the International Solar Festival and CEO Caucus. At the upcoming COP29, we will host a pavilion called the Solar Hub where we shall be organising numerous high-level sessions to encourage global participation.

The ISA is guided by the Towards 1000 strategy which aims to mobilise $1,000 billion of investments in solar energy solutions by 2030. This is our strategy to:

Deliver energy access to 1,000 million people
Installation of 1,000 GW of solar energy capacity
Mitigate emissions to the tune of 1,000 MT of carbon dioxide every year.

Excellencies, ladies, and gentlemen, the path ahead is clear, and the time for action is now. As we look to the future, I urge all of us – governments, international organisations, private sectors, and civil society – to continue working hand in hand to accelerate the solar revolution.

Our nations come in all shapes and sizes, much like the diverse fingers of a hand. Yet, when we join together, we form a fist that represents strength and unity. ISA is your partner, and together, we have the power to shape a brighter, more sustainable future for generations to come.

As President of the International Solar Alliance, I take immense pride in the progress we have made together. The achievements of 2024 have set the stage for even greater advancements in the years to come. With your continued support, I am confident that ISA will continue to lead the world in making solar energy the foundation of our clean energy future.

With these words, I thank you, and look forward to the fruitful discussions ahead as we embark on this next chapter of our shared solar journey.

Thank you.

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Navin Sreejith

(Release ID: 2070668) Visitor Counter : 58

MIL OSI Asia Pacific News –

January 26, 2025

MIL-OSI Asia-Pac: The International Solar Alliance (ISA) Announces New Office Bearers for 2024 – 2026

Source: Government of India (2)

The International Solar Alliance (ISA) Announces New Office Bearers for 2024 – 2026

Republic of India and Republic of France retain the Presidency and Co-Presidency of the ISA Assembly

Posted On: 04 NOV 2024 6:04PM by PIB Delhi

The seventh session of the ISA Assembly in progress at the iconic Bharat Mandapam in New Delhi today elected its President and Co-president for a period of two years from 2024 to 2026. While the Republic of India was the sole contender for the post of President, the Co-Presidency was contested between the Republic of France and Grenada, with the Republic of France emerging victorious.

The Rules of Procedure of the Assembly of the International Solar Alliance provide for the election of the President, Co-President, and Vice Presidents.

The Assembly elects the President and Co-President, with due regard to equitable geographical representation. The four regional groups of the ISA Members include Africa; Asia and the Pacific; Europe and Others; and Latin America and the Caribbean. Eight Vice Presidents of the Standing Committee, two from each of the four ISA geographical regions, are selected based on seniority in terms of submitting the instrument of ratification to the depositary on a rotation basis from the ISA Member Countries in the specific region.

The Republic of Ghana and the Republic of Seychelles will hold office as Vice Presidents for the Africa region; the Commonwealth of Australia and the Democratic Socialist Republic of Sri Lanka for Asia and the Pacific region; the Federal Republic of Germany and the Republic of Italy for Europe and the Others region; Grenada and Republic of Suriname from the Latin America and the Caribbean region.

As the apex decision-making body of ISA, the Assembly holds significant authority and responsibility. It represents each Member Country and makes crucial decisions concerning the implementation of the ISA’s Framework Agreement and coordinated actions to be taken to achieve its objective.

The Assembly meets annually at the ministerial level at the ISA’s seat, underscoring the regularity and importance of these gatherings. It assesses the aggregate effect of the programmes and other activities in terms of deployment of solar energy, performance, reliability, cost, and scale of finance.

The Seventh Session of the ISA Assembly is currently deliberating on the ISA’s key initiatives, focusing on three critical issues: energy access, energy security, and energy transition. These discussions aim to address and find solutions to these pressing global concerns.

The ISA’s governance bodies, the Assembly, the Standing Committee, and the Regional Committees, offer an integrated approach to governance and decision-making within the Alliance. These Meetings extend the ISA Secretariat the opportunity to enhance cooperation with ISA Member Countries, as well as provide Member Countries with the ability to improve collaboration among themselves and mutually identify avenues of cooperation and partnership.

About the International Solar Alliance

The International Solar Alliance is an international organisation with 120 Member and Signatory countries. It works with governments to improve energy access and security worldwide and promote solar power as a sustainable transition to a carbon-neutral future. ISA’s mission is to unlock US$1 trillion of investments in solar by 2030 while reducing the cost of the technology and its financing. It promotes the use of solar energy in the agriculture, health, transport, and power generation sectors.

ISA Member Countries are driving change by enacting policies and regulations, sharing best practices, agreeing on common standards, and mobilising investments. Through this work, ISA has identified, designed and tested new business models for solar projects; supported governments to make their energy legislation and policies solar-friendly through Ease of Doing Solar analytics and advisory; pooled demand for solar technology from different countries; and drove down costs; improved access to finance by reducing the risks and making the sector more attractive to private investment; increased access to solar training, data and insights for solar engineers and energy policymakers. With advocacy for solar-powered solutions, ISA aims to transform lives, bring clean, reliable, and affordable energy to communities worldwide, fuel sustainable growth, and improve quality of life.

With the signing and ratification of the ISA Framework Agreement by 15 countries on 6 December 2017, ISA became the first international intergovernmental organisation to be headquartered in India. ISA is partnering with multilateral development banks (MDBs), development financial institutions (DFIs), private and public sector organisations, civil society, and other international institutions to deploy cost-effective and transformational solutions through solar energy, especially in the least Developed Countries (LDCs) and the Small Island Developing States (SIDS).

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Navin Sreejith

(Release ID: 2070661) Visitor Counter : 23

MIL OSI Asia Pacific News –

January 26, 2025

MIL-OSI Asia-Pac: The International Solar Alliance Announces the Selection of its third Director General

Source: Government of India (2)

Posted On: 04 NOV 2024 6:02PM by PIB Delhi

The seventh session of the ISA Assembly in progress in New Delhi today selected Mr Ashish Khanna from the Republic of India as its third Director General. The other office candidates included Mr Wisdom Ahiataku —Togobo from Ghana and Mr Gosaye Mengistie Abayneh from Ethiopia.

The Director General of ISA plays a crucial role in supporting the Assembly in advancing the International Solar Alliance mandate. This includes supporting to Member Countries in addressing common challenges and engaging in coordinated action to scale up the deployment of solar energy globally.

The outgoing Director General, Dr Ajay Mathur, wishing his successor luck, said, “As I step down from my role, I want to take a moment to welcome Mr Ashish Khanna to this incredible journey ahead warmly. Serving in this position has been an honour, and I am confident you will bring unique energy, vision, and passion to this office and role. Your leadership will undoubtedly steer this Alliance to new heights, building on the progress achieved while carving your legacy. The challenges ahead are great, but so are the opportunities. My simple advice is to trust your intuition, lean on the support around you, and know that you have the skills to make a lasting impact. I wish you the very best as you begin this new chapter.”

As part of the selection process, the three candidates presented to the ISA Member Country representatives, focusing on their vision for a solar energy-dominant world and the role of the Alliance.

Mr Ashish Khanna, Director General – Designate, ISA, expounding on his plans for expanding ISA’s reach and impact, said the focus has to shift from ‘what’ to ‘how’ as most countries are aware of what needs to be done, but require assistance in reaching those goals. He added that the Alliance will benefit from participating in international fora, where the motivation should be twofold: to explore collaborations, work together, and learn from each other’s experiences. Moving forward, he said he looks forward to building on what is working well and grooming existing partnerships, and he stressed purity of intent and passion for results.”

Dr Ajay Mathur, who has led the Alliance since 2021, will conclude his tenure on 14 March 2025. Under his leadership, the Alliance has achieved significant milestones, including a monumental rise in Member & Signatory Countries tallying at 103 and 17, respectively, the completion and launch of demonstration projects, and the successful identification of 50 start-ups with potential to dynamise their countries’ journey towards solar energy. His contributions have laid strong foundations to equal challenges that global solar deployment presents under the broad ambits of investments – via the Global Solar Facility, infrastructure through setting up of solar demonstration projects, and indigenisation – via the STAR-Centres and other ISA programme-related trainings.

Across the three priority areas of work: advocacy and analytics, capacity building, and programmatic support, drawing a spotlight on the Alliance’s accomplishments under his leadership.

He steered the aggregation of 9.5 GW of project proposals, including notable projects like a 360 MW solar PV bid in Cuba and a 400 MW approval in Ethiopia. Guided the preparation of feasibility studies for ground-mounted projects and solar rooftop DPRs in Comoros, Sao Tome & Principe, and Bangladesh. Pilot projects are advancing in Ethiopia, and assessments are ongoing in nine countries. Mini-grid assessments in Ethiopia, Somalia, and Guinea, as well as solar water pumping studies, were completed in 10 countries.
The STAR-C initiative, the stellar capacity-building ISA offering, has trained over 900 professionals through six centres, with 10 new centres planned. Regulatory workshops in eight countries have trained over 265 policymakers. ISA also drives knowledge management through its Knowledge Series, Solar Data Portals, and Green Hydrogen Innovation Centre. Flagship reports Easing of Doing Solar and World Solar Reports on Technology, Investment and Finance have been published annually since 2020 and 2022, respectively. The latest addition to this repertoire, ‘Unleashing the Role of Solar: In Advancing Economic, Social, And Environmental Equity’ report, focuses on exploring the global adoption of solar (and renewables) through the lens of socio-economic and developmental priorities for each archetype, utilising a diverse set of indicators across finance, technology, and policy enablers.
Among the innovative financial tools, ISA’s Global Solar Facility, launched at COP27, aims to unlock $50M in commercial capital for underserved regions, with its first project in the Democratic Republic of the Congo. While the SolarX Startup Challenge, launched at COP27, mentors 50 scalable solar solutions from Africa and Asia-Pacific, supporting the creation of a project pipeline. ISA continues to lead global collaboration on solar energy through events at the Conference of Parties. Since COP27, ISA has been hosting a solar-focussed space, The Solar Hub, and took its advocacy efforts a notch up with the launch of the first International Solar Festival in September 2024, further cementing its role in the global solar transition.

Speaking of his legacy, Dr Mathur noted, “I would like to be remembered as the Director General who provided some degree of direction for the globalisation of solar energies while in office at the Alliance.”

About the International Solar Alliance

The International Solar Alliance is an international organisation with 120 Member and Signatory countries. It works with governments to improve energy access and security worldwide and promote solar power as a sustainable transition to a carbon-neutral future. ISA’s mission is to unlock US$1 trillion of investments in solar by 2030 while reducing the cost of the technology and its financing. It promotes the use of solar energy in the agriculture, health, transport, and power generation sectors.

ISA Member Countries are driving change by enacting policies and regulations, sharing best practices, agreeing on common standards, and mobilising investments. Through this work, ISA has identified, designed and tested new business models for solar projects; supported governments to make their energy legislation and policies solar-friendly through Ease of Doing Solar analytics and advisory; pooled demand for solar technology from different countries; and drove down costs; improved access to finance by reducing the risks and making the sector more attractive to private investment; increased access to solar training, data and insights for solar engineers and energy policymakers. With advocacy for solar-powered solutions, ISA aims to transform lives, bring clean, reliable, and affordable energy to communities worldwide, fuel sustainable growth, and improve quality of life.

With the signing and ratification of the ISA Framework Agreement by 15 countries on 6 December 2017, ISA became the first international intergovernmental organisation to be headquartered in India. ISA is partnering with multilateral development banks (MDBs), development financial institutions (DFIs), private and public sector organisations, civil society, and other international institutions to deploy cost-effective and transformational solutions through solar energy, especially in the least Developed Countries (LDCs) and the Small Island Developing States (SIDS).

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Navin Sreejith

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MIL OSI Asia Pacific News –

January 26, 2025

MIL-OSI Asia-Pac: The International Solar Alliance Hosts the Seventh Session of its Annual Assembly with representatives from 103 Member & 17 Signatory Countries

Source: Government of India (2)

Posted On: 04 NOV 2024 5:54PM by PIB Delhi

The International Solar Alliance (ISA) is hosting the seventh session of its Assembly here in the Indian capital with ministers from 29 countries.

Speaking at the inaugural ceremony, the Hon’ble Minister for New and Renewable Energy, India, in his capacity as the President of the ISA Assembly, Shri Pralhad Joshi said: “It is my great honour to stand before you today at the Seventh Session of the Assembly of the ISA. Today, we find ourselves at a key turning point in our mission to reshape the global energy future. Solar energy, once just a vision, is now a powerful reality, leading the world toward a cleaner and more sustainable path. The progress we’ve made together is undeniable, and the true potential of solar energy is unfolding, showing us just how transformative it can be.” He further added, “As a coalition of 120 Member and Signatory countries, ISA has been at the forefront of mobilising resources and facilitating the deployment of solar projects worldwide, particularly in Least Developed Countries (LDCs) and Small Island Developing States (SIDS). I’m proud to state that ISA has successfully completed 21 out of 27 demonstration projects, showcasing our collective ability to make significant strides in solar energy deployment and support sustainable development across the globe. These successful projects are a testament to our shared commitment and dedication. I congratulate and dedicate the eleven demonstration projects and the seven STAR- Centres launched today to the people of these countries.”

The Hon’ble President also highlighted key interventions of ISA, which are globally pushing the solar agenda. The Solar Data Portal, a platform that delivers real-time data on solar resources, project performance, and investment opportunities across countries, transforms how governments, investors, and developers engage with solar projects by providing transparent and actionable insights. The Global Solar Facility aims to unlock commercial capital for solar projects in underserved regions, especially Africa. A pilot project is underway in the Democratic Republic of Congo, and commitments of USD 39 million from India, ISA, Bloomberg, and Children’s Investment Fund Foundation are on track to be operationalised by COP29.

In addition, the SolarX Startup Challenge has successfully identified and supported innovative, scalable solutions for the solar sector. The 2024 edition announced 30 winners from the Asia and Pacific region, including India, and preparations are underway to host the Third Edition of the challenge for the Latin America and Caribbean region.

The monthly ISA Knowledge Series and the Green Hydrogen Innovation Centre, launched at the G20 Ministerial, are advancing solar energy research and development to expand knowledge-sharing and advocacy. Global events like the International Solar Festival, CEO Caucus, and the ISA pavilion ‘Solar Hub’ at the Conference of Parties since COP27 have encouraged global participation and advocacy for solar as a preferred energy source.

The Co-President of the ISA Assembly, H.E. Mr H.E. Thani Mohamed Soilihi, France’s Minister of State for Development, Francophonie and International Partnerships, via a video message, said:

“I would like to thank the Secretariat of the International Solar Alliance for its significant work in developing the organisation and setting out ambitious programmes year after year. France has honoured its pledge at the outset of the International Solar Alliance to contribute €1.5 billion to finance solar projects in the organisation’s Member Countries. That is why we renewed our financial support for the Alliance in 2024, which is based on three priorities: First, support for the STAR-C programme which plays a key role in local capacity building. Second, France wishes to facilitate access to financing for developing economies which are transitioning towards sustainable development. Third, France wants to step up the ISA Secretariat’s internationalisation process to increase its outreach. France will continue to support the International Solar Alliance, to enhance collaboration and speed up the development of solar energy. It will thus encourage new partner countries to join the Alliance and will synergise with the initiatives and organisations in developing renewable energies.”

In his welcome address, Dr Ajay Mathur, Director General of the International Solar Alliance, said, “We are pleased to have honourable ministers from our member, signatory, and prospective countries present here today. Our collective presence symbolises our intention—to explore groundbreaking solutions, exchange expertise, and strengthen partnerships that will drive a new era of solar transformation. In this spirit of global cooperation, we find the collective strength to confront the critical challenges of our time. Over the past years, the Assembly has helped shape the ISA into a global leader in the international arena as the definitive voice on driving energy transition through the deployment of solar energy solutions. This year, too, the Assembly shall be taking up some major initiatives and programmes into consideration that will be laying the foundation for the future.”

The Assembly will also consider the budgets and work plans for the coming year and include updates on ISA’s priority areas of work, programmes, and projects. An important topic of discussion will be the guidelines for the Viability Gap Funding (VGF) Scheme, which provides for 10% to 35 % of the total solar project cost to be given as a grant for developing solar projects in LDCs and SIDS identified by the countries themselves, provided 90% of the project cost is locked in. Proposals from countries will be considered on a first-come, first-served basis until the annual budget provisions of ISA USD 1.5 million per year are available. The VGF can be availed for solar projects set up by government/government institutions or independent developers/beneficiaries selected through a process per the respective country policies.

This year’s proceedings will also consist of the election of the president and co-president, who will take over office immediately after the Assembly for the period: 2024 – 2026. The selection of the new Director General, who will assume office in March of 2025, will also be announced.

The Assembly will be followed by a day-long High-Level Technology Conference on Clean Technologies, which will witness the launch of the third edition of ISA’s flagship report series on technology, investment, and market—the World Solar Reports. The Assembly proceedings will culminate on 6 November 2024 with delegates marking a visit to a farm site in NCT of Delhi to witness first-hand the practical implementation of agrivoltaic system, which entails using the same land for solar energy production and agriculture.

About the ISA Assembly:

The Assembly is ISA’s yearly apex decision-making body, representing each Member Country. This body makes decisions concerning the implementation of the ISA’s Framework Agreement and coordinated actions to be taken to achieve its objective. The Assembly meets annually at the ministerial level at the ISA’s seat. It assesses the aggregate effect of the programmes and other activities in terms of deployment of solar energy, performance, reliability, cost, and scale of finance. The Sixth Assembly of the ISA is deliberating on the key initiatives of ISA on three critical issues: energy access, energy security, and energy transition.

About the Demonstration Projects:

In May 2020, ISA initiated Demonstration Projects to meet the needs of Least Developed Countries (LDCs) and Small Island Development States (SIDS). The aim was to exhibit solar technology applications that can be scaled up and build the capacity of Member Countries to replicate these solar-powered solutions.

Bhutan: Solar cold storage at the National Post Harvest Centre in Paro
Burkina Faso: Solarisation of two primary healthcare centres in the rural communes of Louda and Korsimoro in the north centre region
Cambodia: Solarisation of primary and secondary schools in Koh Rong city
Cuba: Solar water pumping system at the Hatuey Indian Experimental Station (EEIH) in Perico, Matanzas
Djibouti: Installation of two off-grid solar-powered cold storage units in Omar Jaga’a in the Arta region and Dougoum village in the Tadjourah region
Ethiopia: Solar-powered water pumps in Gedeo Zone, Irgachefe Woreda community
Mauritius: Solarisation of the Jawaharlal Nehru Hospital in Rose Belle
Samoa: Solar streetlights implemented across 46 locations
Senegal: Solar cold storage in the Borough of Ndande, within the Municipality of Theippe in the Kebemer Department
The Gambia: Solar water pumping systems in Wassadou and Julangel
Tonga: Solar water pumping project in four villages on Tongatapu

About the STAR-Centre Initiative:

Solar Technology Application Resource-Centre (STAR-C)are equipped with specialised training facilities, tools, and structured learning modules designed to cultivate a highly skilled solar workforce. To date, ISA has successfully established and operationalised STAR Centers in seven countries: Ethiopia, Somalia, Cuba, Côte d’Ivoire, Kiribati, Ghana, and Bangladesh. Since their launch, these centres have trained professionals in various aspects of solar energy, preparing them to contribute effectively to the sector’s rapid expansion.

About the International Solar Alliance

The International Solar Alliance is an international organisation with 120 Member and Signatory countries. It works with governments to improve energy access and security worldwide and promote solar power as a sustainable transition to a carbon-neutral future. ISA’s mission is to unlock US$1 trillion of investments in solar by 2030 while reducing the cost of the technology and its financing. It promotes the use of solar energy in the agriculture, health, transport, and power generation sectors.

ISA Member Countries are driving change by enacting policies and regulations, sharing best practices, agreeing on common standards, and mobilising investments. Through this work, ISA has identified, designed and tested new business models for solar projects; supported governments to make their energy legislation and policies solar-friendly through Ease of Doing Solar analytics and advisory; pooled demand for solar technology from different countries; and drove down costs; improved access to finance by reducing the risks and making the sector more attractive to private investment; increased access to solar training, data and insights for solar engineers and energy policymakers. With advocacy for solar-powered solutions, ISA aims to transform lives, bring clean, reliable, and affordable energy to communities worldwide, fuel sustainable growth, and improve quality of life.

With the signing and ratification of the ISA Framework Agreement by 15 countries on 6 December 2017, ISA became the first international intergovernmental organisation to be headquartered in India. ISA is partnering with multilateral development banks (MDBs), development financial institutions (DFIs), private and public sector organisations, civil society, and other international institutions to deploy cost-effective and transformational solutions through solar energy, especially in the least Developed Countries (LDCs) and the Small Island Developing States (SIDS).

The ISA is guided by the Towards 1000 strategy which aims to mobilise $1,000 billion of investments in solar energy solutions by 2030. This is our strategy to:
* Deliver energy access to 1,000 million people
* ⁠Installation of 1,000 GW of solar energy capacity
* ⁠Mitigate… pic.twitter.com/6VqFDAAWpG

— Pralhad Joshi (@JoshiPralhad) November 4, 2024

In India’s Union Budget for 2024-25, there is a 110% increase in funding for solar power projects and targeted support for initiatives like the @PMSuryaGhar Yojana. This, along with exemptions on critical mineral imports, underscores our resolve to lead in solar innovation. pic.twitter.com/koHSoHAeso

— Pralhad Joshi (@JoshiPralhad) November 4, 2024

Under India’s Prime Minister Shri @narendramodi ’s leadership, India has set ambitious renewable energy targets, and achieved remarkable milestones along the way. Last month, India reached an impressive 90 GW of installed solar capacity, moving steadily
forward towards its… pic.twitter.com/5DUhf9Od5C

— Pralhad Joshi (@JoshiPralhad) November 4, 2024

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MIL OSI Asia Pacific News –

January 26, 2025

Category: Politics

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