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Comstock Metals Receives Solar Panel Processing Industrial Scale Written Determination
Comstock Metals Receives Solar Panel Processing Industrial Scale Written Determination VIRGINIA CITY, Nev., Nov. 05, 2025 (GLOBE NEWSWIRE) -- Comstock Inc. (NYSE: LODE) ("Comstock" and the "Company") and Comstock Metals LLC ("Comstock Metals"), a leader in the responsible recycling of end-of-life solar panels with the only certified, north American, zero-landfill solution, announced today that it has received its notification of eligibility for a Written Determination Permit from the Nevada Division of Environmental Protection Bureau of Sustainable Materials Management (NDEP-BSMM), subject to certain normal compliance conditions and public notice periods, for the processing of waste solar panels and photovoltaics for its industry-scale materials recovery facility located in Silver Springs, NV. This timely approval keeps our scale up plans for commissioning our first industry-scale facility in Silver Springs, NV, right on schedule. Comstock Metals expects the receipt of a similar notification of approval for the Air Quality control permit in the next few weeks, also with the normal conditions and public notice period. These permits, once final, represent the complete scope of required regulatory approvals for commissioning the scale up of a facility designed for processing over 3 million panels per year from one, continuous production line, representing up to 100,000 tons per year of waste materials being processed. This facility integrates technologies for efficiently crushing, conditioning, extracting, and recycling metal concentrates from photovoltaics. The Company previously ordered all of the equipment and expects deliveries by year end, so that it can commence installation, testing, and commissioning of the industry-scale facility during the first quarter of 2026. "We appreciate BSMM's collaborative efforts in issuing this first solar panel recycling Written Determination permit and enabling the only Nevada-based, zero-landfill, end-of-life solar panel solution serving this broad region and keeping these critical materials out of our landfills," said Dr. Fortunato Villamagna, President of Comstock Metals. "Our original expectations for the receipt of these permits were for the end of October, so these notifications keep us right on schedule. This is a true testament to the strong working relationship we have with our regulators and the successful efforts of a complex process." Most of the U.S. solar panels have been deployed in the southwestern U.S., primarily California, Arizona, and Nevada, with decommissioning of these solar panels occurring now, accelerating supply and increasing the demand for environmentally responsible end-of-life solutions. Comstock has positioned itself to ensure the safe deconstruction and productive reuse of these important materials. Establishing our platform in Nevada establishes the leading solar recycling position over more than half the U.S. market for end-of-life panels and establishes a platform for rapid expansion across the rest of the United States. "We are receiving waste panels continuously into our facility and very much look forward to commencing our commissioning activities. We are receiving more and more customer inquiries as waste panels are becoming rapidly available from many different sources, directly enabling and supporting our ramp up efforts," stated Dr. Villamagna. "We have quickly established a leadership position in this readily available, and rapidly growing photovoltaic market," stated Corrado De Gasperis, Comstock's Executive Chairman and CEO. "Our metals team is already assessing additional sites for our industry scale solution and an expanded storage capability, as we look to capitalize and expand our lead in this rapidly growing end-of-life solar dilemma. Comstock Metals is the leading zero-landfill, end-of-life solution for these wasted solar panels." About Comstock Inc. Comstock Inc. (NYSE: LODE) innovates and commercializes technologies, systems and supply chains that enable, support and sustain clean energy systems by efficiently, effectively, and expediently extracting and converting under-utilized natural resources into reusable metals, like silver, aluminum, gold, and other critical minerals, primarily from end-of-life photovoltaics. To learn more, please visit www.comstock.inc. Comstock Social Media Policy Comstock Inc. has used, and intends to continue using, its investor relations link and main website at www.comstock.inc in addition to its X.com, LinkedIn and YouTube accounts, as means of disclosing material non-public information and for complying with its disclosure obligations under Regulation FD. Contacts For investor inquiries:Judd B. Merrill, Chief Financial OfficerTel (775) 413-6222ir@comstockinc.com For media inquiries:Zach Spencer, Director of External RelationsTel (775) 847-7573media@comstockinc.com Forward-Looking Statements This press release and any related calls or discussions may include forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. All statements, other than statements of historical facts, are forward-looking statements. The words "believe," "expect," "anticipate," "estimate," "project," "plan," "should," "intend," "may," "will," "would," "potential" and similar expressions identify forward-looking statements but are not the exclusive means of doing so. Forward-looking statements include statements about matters such as: future market conditions; future explorations or acquisitions; divestitures, spin-offs or similar distribution transactions, future changes in our research, development and exploration activities; future financial, natural, and social gains; future prices and sales of, and demand for, our products and services; land entitlements and uses; permits; production capacity and operations; operating and overhead costs; future capital expenditures and their impact on us; operational and management changes (including changes in the Board of Directors); changes in business strategies, planning and tactics; future employment and contributions of personnel, including consultants; future land and asset sales; investments, acquisitions, divestitures, spin-offs or similar distribution transactions, joint ventures, strategic alliances, business combinations, operational, tax, financial and restructuring initiatives, including the nature, timing and accounting for restructuring charges, derivative assets and liabilities and the impact thereof; contingencies; litigation, administrative or arbitration proceedings; environmental compliance and changes in the regulatory environment; offerings, limitations on sales or offering of equity or debt securities, including asset sales and associated costs; business opportunities, growth rates, future working capital, needs, revenues, variable costs, throughput rates, operating expenses, debt levels, cash flows, margins, taxes and earnings. These statements are based on assumptions and assessments made by our management in light of their experience and their perception of historical and current trends, current conditions, possible future developments and other factors they believe to be appropriate. Forward-looking statements are not guarantees, representations or warranties and are subject to risks and uncertainties, many of which are unforeseeable and beyond our control and could cause actual results, developments, and business decisions to differ materially from those contemplated by such forward-looking statements. Some of those risks and uncertainties include the risk factors set forth in our filings with the SEC and the following: adverse effects of climate changes or natural disasters; adverse effects of global or regional pandemic disease spread or other crises; global economic and capital market uncertainties; the speculative nature of gold or mineral exploration, and lithium, nickel and cobalt recycling, including risks of diminishing quantities or grades of qualified resources; operational or technical difficulties in connection with exploration, metal recycling, processing or mining activities; costs, hazards and uncertainties associated with precious and other metal based activities, including environmentally friendly and economically enhancing clean mining and processing technologies, precious metal exploration, resource development, economic feasibility assessment and cash generating mineral production; costs, hazards and uncertainties associated with metal recycling, processing or mining activities; contests over our title to properties; potential dilution to our stockholders from our stock issuances, recapitalization and balance sheet restructuring activities; potential inability to comply with applicable government regulations or law; adoption of or changes in legislation or regulations adversely affecting our businesses; permitting constraints or delays; challenges to, or potential inability to, achieve the benefits of business opportunities that may be presented to, or pursued by, us, including those involving battery technology and efficacy, quantum computing and generative artificial intelligence supported advanced materials development, development of cellulosic technology in bio-fuels and related material production; commercialization of cellulosic technology in bio-fuels and generative artificial intelligence development services; ability to successfully identify, finance, complete and integrate acquisitions, spin-offs or similar distribution transactions, joint ventures, strategic alliances, business combinations, asset sales, and investments that we may be party to in the future; changes in the United States or other monetary or fiscal policies or regulations; interruptions in our production capabilities due to capital constraints; equipment failures; fluctuation of prices for gold or certain other commodities (such as silver, zinc, lithium, nickel, cobalt, cyanide, water, diesel, gasoline and alternative fuels and electricity); changes in generally accepted accounting principles; adverse effects of war, mass shooting, terrorism and geopolitical events; potential inability to implement our business strategies; potential inability to grow revenues; potential inability to attract and retain key personnel; interruptions in delivery of critical supplies, equipment and raw materials due to credit or other limitations imposed by vendors; assertion of claims, lawsuits and proceedings against us; potential inability to satisfy debt and lease obligations; potential inability to maintain an effective system of internal controls over financial reporting; potential inability or failure to timely file periodic reports with the Securities and Exchange Commission; potential inability to list our securities on any securities exchange or market or maintain the listing of our securities; and work stoppages or other labor difficulties. Occurrence of such events or circumstances could have a material adverse effect on our business, financial condition, results of operations or cash flows, or the market price of our securities. All subsequent written and oral forward-looking statements by or attributable to us or persons acting on our behalf are expressly qualified in their entirety by these factors. Except as may be required by securities or other law, we undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise. Neither this press release nor any related calls or discussions constitutes an offer to sell, the solicitation of an offer to buy or a recommendation with respect to any securities of the Company, the fund, or any other issuer.
Amplify Energy Announces Divestiture of Oklahoma Assets
Amplify Energy Announces Divestiture of Oklahoma Assets HOUSTON, Nov. 05, 2025 (GLOBE NEWSWIRE) -- Amplify Energy Corp. (NYSE: AMPY) ("Amplify," the "Company," "us," or "our") announced today it has entered into a definitive agreement to sell all of its interests in Oklahoma for a total contract price of $92.5 million, subject to customary post-closing adjustments (the "Oklahoma Transaction"). The Oklahoma Transaction is expected to close by the end of the fourth quarter of 2025 and will represent a complete exit from the Company's interests in Oklahoma. In combination with the previously announced divestitures of our East Texas and Eagle Ford assets, the Company is making significant progress on the Company's previously announced plan of simplifying its portfolio, strengthening its balance sheet, and focusing on its highest upside assets. Dan Furbee, Amplify's Chief Executive Officer, stated, "This summer, the organization committed to a new strategic direction. Divesting our Oklahoma assets, in addition to selling our East Texas and Eagle Ford assets, demonstrates our commitment to seeing that plan through. Upon closing these transactions in the fourth quarter, Amplify will be extremely well positioned to create significant upside value at both Beta and Bairoil." On the Oklahoma transaction, TenOaks Energy Advisors is serving as financial advisor to Amplify while Kirkland and Ellis is serving as Amplify's legal advisor. About Amplify Energy Amplify Energy Corp. is an independent oil company engaged in the acquisition, development, exploitation, and production of oil properties. Amplify's operations are focused in federal waters offshore Southern California (Beta), and the Rockies (Bairoil). For more information, visit www.amplifyenergy.com. Forward-Looking Statements This press release includes "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. All statements, other than statements of historical fact, included in this press release that address activities, events or developments that the Company expects, believes, or anticipates will or may occur in the future are forward-looking statements. Terminology such as "may," "will," "would," "should," "expect," "plan," "project," "intend," "anticipate," "believe," "estimate," "predict," "potential," "pursue," "target," "outlook," "continue," the negative of such terms or other comparable terminology are intended to identify forward-looking statements. These statements address activities, events or developments that we expect or anticipate will or may occur in the future. These statements include, but are not limited to, statements about the expected timing of the East Texas and Oklahoma transactions (the "Asset Transactions"), anticipated impact of the Asset Transactions on the Company's business and future financial and operating results and the Company's expectations of plans, goals, strategies (including measures to implement strategies), objectives and anticipated results with respect thereto. These forward-looking statements involve risks and uncertainties and other factors that could cause the Company's actual results or financial condition to differ materially from those expressed or implied by forward-looking statements. These include risks and uncertainties relating to, among other things: the ability to complete the Asset Transactions on the anticipated terms and timetable; the possibility that various closing conditions for the Asset Transactions may not be satisfied or waived; the Company's evaluation and implementation of strategic alternatives; risks related to the redetermination of the borrowing base under the Company's revolving credit facility; the Company's ability to satisfy debt obligations; the Company's need to make accretive acquisitions or substantial capital expenditures to maintain its declining asset base, including the existence of unanticipated liabilities or problems relating to acquired or divested business or properties; volatility in the prices for oil, natural gas and NGLs; the Company's ability to access funds on acceptable terms, if at all, because of the terms and conditions governing the Company's indebtedness, including financial covenants; general political and economic conditions, globally and in the jurisdictions in which we operate, including the Russian invasion of Ukraine, and ongoing conflicts in the Middle East, trade wars and the potential destabilizing effect such conflicts may pose for the global oil and natural gas markets; expectations regarding general economic conditions, including inflation; and the impact of local, state and federal governmental regulations, including those related to climate change and hydraulic fracturing, and potential changes in these regulations. Please read the Company's filings with the U.S. Securities and Exchange Commission (the "SEC"), including "Risk Factors" in the Company's Annual Report on Form 10-K, and if applicable, the Company's Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, which are available on the Company's Investor Relations website at https://www.amplifyenergy.com/investor-relations/sec-filings/default.aspx or on the SEC's website at http://www.sec.gov, for a discussion of risks and uncertainties that could cause actual results to differ from those in such forward-looking statements. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this press release. All forward-looking statements in this press release are qualified in their entirety by these cautionary statements. Except as required by law, the Company undertakes no obligation and does not intend to update or revise any forward-looking statements, whether as a result of new information, future results or otherwise. Contacts Jim Frew -- President and Chief Financial Officer(832) 219-9044jim.frew@amplifyenergy.com Michael Jordan -- Vice President, Finance and Treasury(832) 219-9051michael.jordan@amplifyenergy.com
Nabors Comments on Upgrades to Credit Ratings
Nabors Comments on Upgrades to Credit Ratings HAMILTON, Bermuda, Nov. 4, 2025 /PRNewswire/ -- Nabors Industries Ltd. ("Nabors" or the "Company") (NYSE: NBR) today commented on the recent credit ratings actions taken by all three of the major credit rating agencies. Coincident with Nabors recent offering of Senior Preferred Guaranteed Notes due in 2032 ("SPGN"), each of the agencies has issued certain credit ratings. Two of the agencies upgraded their ratings on elements of Nabors debt structure. S&P Global Ratings ("S&P") revised its issuer credit rating up to 'B' from 'B-' and outlook to stable. At the same time, S&P assigned a 'B+' rating to Nabors recently issued SPGN. S&P also upgraded its rating for the existing SPGN to 'B+' from 'B-', and for Nabors Senior Guaranteed Notes ("PGN") to 'CCC+' from 'CCC'. Fitch Ratings ("Fitch") upgraded its Long Term Issuer Default Rating on Nabors Industries Ltd. and Nabors Industries Inc. to 'B' from 'B-', with a Stable outlook. Fitch assigned a 'BB-' rating to the recently issued SPGN as well as the existing SPGN, which were formerly rated 'B+'. Fitch also upgraded its ratings of Nabors' PGN to 'B-' from 'CCC', and of Nabors Senior Unsecured Notes to 'CCC+' from 'CCC'. Moody's Investors Service ("Moodys") assigned a rating of 'Ba3' to Nabors recent SPGN issue. This rating is in-line with Moody's rating on Nabors existing SPGN. Anthony G. Petrello, Nabors Chairman, CEO and President, commented, "Nabors has made dramatic progress this year to delever and strengthen our balance sheet. The response of these respected agencies underscores the tangible results of our actions and our accomplishments to reduce debt and enhance our capital structure." About Nabors Industries Nabors Industries (NYSE: NBR) is a leading provider of advanced technology for the energy industry. With presence in more than 20 countries, Nabors has established a global network of people, technology and equipment to deploy solutions that deliver safe, efficient and responsible energy production. By leveraging its core competencies, particularly in drilling, engineering, automation, data science and manufacturing, Nabors aims to innovate the future of energy and enable the transition to a lower-carbon world. Learn more about Nabors and its energy technology leadership: www.nabors.com. Forward-looking Statements The information included in this press release includes forward-looking statements within the meaning of the Securities Act of 1933 and the Securities Exchange Act of 1934. Such forward-looking statements are subject to a number of risks and uncertainties, as disclosed by Nabors from time to time in its filings with the Securities and Exchange Commission. As a result of these factors, Nabors' actual results may differ materially from those indicated or implied by such forward-looking statements. The forward-looking statements contained in this press release reflect management's estimates and beliefs as of the date of this press release. Nabors does not undertake to update these forward-looking statements. Investor Contacts: William C. Conroy, CFA, Vice President of Corporate Development & Investor Relations, +1 281-775-2423 or via e-mail william.conroy@nabors.com, or Kara K. Peak, Director of Corporate Development & Investor Relations, +1 281-775-4954 or via email kara.peak@nabors.com. To request investor materials, contact Nabors' corporate headquarters in Hamilton, Bermuda at +441-292-1510 or via e-mail mark.andrews@nabors.com View original content:https://www.prnewswire.com/news-releases/nabors-comments-on-upgrades-to-credit-ratings-302604801.html SOURCE Nabors Industries Ltd.
Oceaneering Announces Participation at Upcoming Investor Conferences
Oceaneering Announces Participation at Upcoming Investor Conferences HOUSTON, Nov. 04 /BusinessWire/ -- Oceaneering International, Inc. ("Oceaneering") (NYSE:OII) announced its participation at upcoming investor conferences during the fourth quarter of 2025. Bank of America Securities Global Energy Conference Houston, TX - November 11, 2025 Alan Curtis, Chief Financial Officer, and Hilary Frisbie, Senior Director of Investor Relations, will meet with institutional investors. Baird Defense & Government Conference Tysons Corner, VA - November 18, 2025 Rod Larson, President and Chief Executive Officer, will present on Oceaneering's Aerospace and Defense Technologies ("ADTech") segment. Bill Merz, Senior Vice President of ADTech, will participate in a panel discussion on "The Future of Autonomous Maritime." TD Cowen Energy Conference New York, NY - November 18-19, 2025 Alan Curtis, Chief Financial Officer, will participate in a panel discussion on Offshore Services. Mr. Curtis and Hilary Frisbie, Senior Director of Investor Relations, will also meet with institutional investors. Oceaneering's most recent presentation is available on the Investor Relations page of Oceaneering's website at https://investors.oceaneering.com/presentations-webcasts/default.aspx. Oceaneering is a global technology company delivering engineered services and products and robotic solutions to the offshore energy, defense, aerospace, and manufacturing industries. For more information, please visit www.oceaneering.com. View source version on businesswire.com: https://www.businesswire.com/news/home/20251103545645/en/ back
Bristow Group Reports Third Quarter 2025 Results
Bristow Group Reports Third Quarter 2025 Results HOUSTON, Nov. 4, 2025 /PRNewswire/ -- Third Quarter Highlights Total revenues of $386.3 million in Q3 2025 compared to $376.4 million in Q2 2025 Net income of $51.5 million, or $1.72 per diluted share, in Q3 2025 compared to net income of $31.7 million, or $1.07 per diluted share, in Q2 2025 Adjusted EBITDA(1) in Q3 2025 was $67.1 million compared to $60.7 million in Q2 2025 Updated 2025 Adjusted EBITDA outlook range to $240 - $250 million and 2026 Adjusted EBITDA outlook range to $295 - $325 million Bristow Group Inc. (NYSE: VTOL) ("Bristow" or the "Company") today reported net income attributable to the Company of $51.5 million, or $1.72 per diluted share, for the quarter ended September 30, 2025 (the "Current Quarter") on total revenues of $386.3 million compared to net income attributable to the Company of $31.7 million, or $1.07 per diluted share, for the quarter ended June 30, 2025 (the "Preceding Quarter") on total revenues of $376.4 million. The following table provides select financial highlights for the periods reflected (in thousands, except per share amounts). A reconciliation of net income to EBITDA and Adjusted EBITDA, operating income to Adjusted Operating Income and cash provided by (used in) operating activities to Free Cash Flow and Adjusted Free Cash Flow is included in the "Non-GAAP Financial Measures" section herein. Three Months Ended September 30, 2025 June 30, 2025 Total revenues $ 386,289 $ 376,429 Operating income 50,535 42,640 Net income attributable to Bristow Group Inc. 51,544 31,748 Basic earnings per common share 1.79 1.10 Diluted earnings per common share 1.72 1.07 Net cash provided by operating activities 23,057 99,039 Non-GAAP(1): Adjusted Operating Income $ 62,201 $ 57,330 EBITDA 67,449 79,568 Adjusted EBITDA 67,097 60,700 Free Cash Flow 20,257 94,507 Adjusted Free Cash Flow 21,365 95,293 __________________ (1) See definitions of these non-GAAP financial measures and the reconciliation of GAAP to non-GAAP financial measures in the Non-GAAP Financial Measures section further below. "Bristow continues to have a positive outlook for offshore energy services activity, as deepwater projects are favorably positioned, offering attractive relative returns within the asset portfolios of oil and gas companies," said Chris Bradshaw, President and CEO of Bristow Group. "While the industry is likely amidst a mid-cycle activity plateau that may persist for much of the next 12 months, the tight supply of offshore helicopters supports a more constructive outlook for our sector relative to some other offshore equipment sectors. We are pleased to report another quarter of strong financial performance in Q3 2025, and we continue to have a robust growth outlook for 2026, as evidenced by expected Adjusted EBITDA growth of approximately 27% year-over-year." Sequential Quarter Results Offshore Energy Services Three Months Ended ($ in thousands) September 30, 2025 June 30, 2025 Favorable (Unfavorable) Revenues $ 250,431 $ 252,810 $ (2,379) (0.9) % Operating income 42,429 43,595 (1,166) (2.7) % Adjusted Operating Income 51,236 53,588 (2,352) (4.4) % Operating income margin 17 % 17 % Adjusted Operating Income margin 20 % 21 % Revenues from Offshore Energy Services were $2.4 million lower in the Current Quarter. Revenues in Europe and Africa were $6.6 million and $1.5 million lower, respectively, primarily due to lower utilization, while revenues in the Americas were $5.7 million higher primarily due to higher utilization. Operating income was $1.2 million lower in the Current Quarter primarily due to the lower revenues, partially offset by lower general and administrative expenses of $1.4 million primarily due to lower professional services fees. Overall operating expenses were consistent with the Preceding Quarter primarily due to higher personnel costs, offset by lower repairs and maintenance and other operating costs. Personnel costs were $7.3 million higher primarily due to the absence of a seasonal personnel cost benefit in Norway of $4.2 million in the Preceding Quarter, higher benefits costs of $1.8 million in Europe and the U.S. in the Current Quarter, and higher overtime costs of $0.8 million in the U.S and Trinidad. Repairs and maintenance costs were $5.3 million lower primarily due to higher vendor credits. Other operating expenses were $2.3 million lower primarily due to lower subcontractor costs of $1.8 million related to activity in Africa and Norway, and lower reimbursable expenses of $1.6 million in Europe, partially offset by higher freight costs of $0.9 million. Government Services Three Months Ended ($ in thousands) September 30, 2025 June 30, 2025 Favorable (Unfavorable) Revenues $ 100,898 $ 92,499 $ 8,399 9.1 % Operating income (loss) 2,586 (1,912) 4,498 nm Adjusted Operating Income 10,810 6,036 4,774 79.1 % Operating income (loss) margin 3 % (2) % Adjusted Operating Income margin 11 % 7 % __________________ nm = Not Meaningful Revenues from Government Services were $8.4 million higher in the Current Quarter primarily due to the ongoing transition of the Irish Coast Guard ("IRCG") contract, as an additional base commenced operations in the third quarter. Operating income was $2.6 million in the Current Quarter compared to an operating loss of $1.9 million in the Preceding Quarter primarily due to the higher revenues, partially offset by higher operating expenses of $2.8 million and higher general and administrative expenses of $0.8 million. The increase in operating expenses was primarily due to higher other operating costs of $4.6 million due to higher subcontractor costs, increased amortization of deferred costs, and higher personnel costs of $2.2 million related to new Government Services contracts, partially offset by lower repairs and maintenance costs of $4.0 million due to higher vendor credits and the timing of repairs. The increase in general and administrative expenses was primarily due to higher professional services fees and personnel costs related to contract transitions. Other Services Three Months Ended ($ in thousands) September 30, 2025 June 30, 2025 Favorable (Unfavorable) Revenues $ 34,960 $ 31,120 $ 3,840 12.3 % Operating income 5,463 3,443 2,020 58.7 % Adjusted Operating Income 8,121 6,188 1,933 31.2 % Operating income margin 16 % 11 % Adjusted Operating Income margin 23 % 20 % Revenues from Other Services were $3.8 million higher in the Current Quarter primarily due to higher activity in Australia of $4.8 million, partially offset by lower revenues of $1.1 million due to the conclusion of a dry-lease contract. Operating income was $2.0 million higher in the Current Quarter primarily due to the higher revenues, partially offset by higher operating expenses of $1.9 million related to the increased activity in Australia. Corporate Three Months Ended ($ in thousands) September 30, 2025 June 30, 2025 Favorable (Unfavorable) Corporate: Total expenses $ 8,188 $ 8,695 $ 507 5.8 % Gains on disposal of assets 8,245 6,209 2,036 32.8 % Operating income (loss) 57 (2,486) 2,543 nm Consolidated: Interest income $ 2,262 $ 2,039 $ 223 10.9 % Interest expense, net (9,962) (10,034) 72 0.7 % Other, net (3,087) 17,577 (20,664) nm Income tax benefit (expense) 11,843 (20,443) 32,286 nm Operating income was $0.1 million in the Current Quarter compared to an operating loss of $2.5 million in the Preceding Quarter primarily due to increased gains on asset dispositions of $2.0 million and lower general and administrative expenses of $0.5 million. During the Current Quarter, the Company sold or otherwise disposed of two AW139 medium helicopters resulting in net gains of $8.2 million. During the Preceding Quarter, the Company sold or otherwise disposed of two AW139 medium helicopters resulting in net gains of $6.2 million. General and administrative expenses were lower due to decreased personnel costs. Other expense, net of $3.1 million in the Current Quarter resulted from foreign exchange losses. Other income, net of $17.6 million in the Preceding Quarter primarily resulted from foreign exchange gains. Income tax benefit was $11.8 million in the Current Quarter compared to income tax expense of $20.4 million in the Preceding Quarter. The income tax benefit and resulting effective tax rate in the Current Quarter were impacted by a valuation allowance released in Australia, the earnings mix of the Company's global operations and higher deductible business interest expenses, partially offset by the recognition of certain deferred tax assets. Updated 2025 and 2026 Outlook Please refer to the section entitled "Forward-Looking Statements Disclosure" below for further discussion regarding the risks and uncertainties as well as other important information regarding Bristow's guidance. The following guidance contains non-GAAP financial measures. Please read the section entitled "Non-GAAP Financial Measures" for further information. Select financial outlook for 2025 and 2026 are as follows (in USD, millions): 2025 E 2026 E Revenues: Offshore Energy Services $970 - $1,010 $1,010 - $1,080 Government Services $370 - $390 $440 - $460 Other Services $115 - $125 $130 - $150 Total Revenues $1,455 - $1,525 $1,580 - $1,690 Adjusted Operating Income: Offshore Energy Services ~$200 $225 - $235 Government Services $40 - $45 $70 - $80 Other Services $20 - $25 $20 - $25 Corporate ($35 - $30) ($35 - $30) $225 - $240 $280 - $310 Adjusted EBITDA $240 - $250 $295 - $325 Cash interest ~$45 ~$40 Cash taxes $25 - $30 $25 - $30 Maintenance capital expenditures $12 - $15 $20 - $25 Capital Allocation and Liquidity Consistent with its capital allocation framework, the Company made an additional $24.8 million (£18.4 million) of accelerated principal payments on its UKSAR Debt facility in the Current Quarter. In the Current Quarter, purchases of property and equipment were $29.2 million, of which $2.8 million were maintenance capital expenditures, and cash proceeds from the sale of assets were $28.6 million. In the Preceding Quarter, purchases of property and equipment were $31.6 million, of which $4.5 million were maintenance capital expenditures, and cash proceeds from the sale of assets were $24.1 million. As of September 30, 2025, the Company had $245.5 million of unrestricted cash and $67.9 million of remaining availability under its asset-based revolving credit facility (the "ABL Facility") for total liquidity of $313.4 million. Borrowings under the ABL Facility are subject to certain conditions and requirements. Conference Call The Company's management will conduct a conference call starting at 10:00 a.m. ET (9:00 a.m. CT) on Wednesday, November 5, 2025, to review results for the third quarter ended September 30, 2025. The conference call can be accessed using the following link: Link to Access Earnings Call: https://www.veracast.com/webcasts/bristow/webcasts/VTOL3Q25.cfm A replay will be available through November 26, 2025 by using the link above. A replay will also be available on the Company's website at www.bristowgroup.com shortly after the call and will be accessible through November 26, 2025. The accompanying investor presentation will be available on November 5, 2025, on Bristow's website at www.bristowgroup.com. For additional information concerning Bristow, contact Jennifer Whalen at InvestorRelations@bristowgroup.com, (713) 369-4636 or visit Bristow Group's website at https://ir.bristowgroup.com/. About Bristow Group Bristow Group Inc. is the leading global provider of innovative and sustainable vertical flight solutions. Bristow primarily provides aviation services to a broad base of offshore energy companies and government entities. Our aviation services include personnel transportation, search and rescue ("SAR"), medevac, fixed wing transportation, unmanned systems and ad-hoc helicopter services. Our business is comprised of three operating segments: Offshore Energy Services, Government Services and Other Services. Our energy customers charter our helicopters primarily to transport personnel to, from and between onshore bases and offshore production platforms, drilling rigs and other installations. Our government customers primarily outsource SAR activities whereby we operate specialized helicopters and provide highly trained personnel. Our other services include fixed wing transportation services through a regional airline in Australia and dry-leasing aircraft to third-party operators in support of other industries and geographic markets. Bristow currently has customers in Australia, Brazil, Canada, Chile, the Dutch Caribbean, the Falkland Islands, Ireland, the Netherlands, Nigeria, Norway, Spain, Suriname, Trinidad, the United Kingdom ("UK") and the United States ("U.S.") Forward-Looking Statements Disclosure This press release includes "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. Forward-looking statements are statements about our future business, strategy, operations, capabilities and results; financial projections; plans and objectives of our management; expected actions by us and by third parties, including our customers, competitors, vendors and regulators; and other matters. Some of the forward-looking statements can be identified by the use of words such as "believes," "belief," "forecasts," "expects," "plans," "anticipates," "intends," "projects," "estimates," "may," "might," "will," "would," "could," "should" or other similar words; however, all statements in this press release, other than statements of historical fact or historical financial results, are forward-looking statements. Our forward-looking statements reflect our views and assumptions on the date hereof regarding future events and operating performance. We believe that they are reasonable, but they involve significant known and unknown risks, uncertainties, assumptions and other factors, many of which may be beyond our control, that may cause actual results to differ materially from any future results, performance or achievements expressed or implied by the forward-looking statements. Such risks, uncertainties and factors that could cause or contribute to such differences include, but are not limited to, those discussed in our Annual Report on Form 10-K, and in particular, the risks discussed in Part I, Item 1A, "Risk Factors" of such report and those discussed in other documents we file with the Securities and Exchange Commission (the "SEC"). Accordingly, you should not put undue reliance on any forward-looking statements. You should consider the following key factors when evaluating these forward-looking statements: the impact of supply chain disruptions and inflation and our ability to recoup rising costs in the rates we charge to our customers; our reliance on a limited number of helicopter manufacturers and suppliers and the impact of a shortfall in availability of aircraft components and parts required for maintenance and repairs of our helicopters, including significant delays in the delivery of parts for our S92 and AW189 fleet and aircraft in general; our reliance on a limited number of customers and the reduction of our customer base as a result of consolidation and/or the energy transition; public health crises, such as pandemics and epidemics, and any related government policies and actions; our inability to execute our business strategy for diversification efforts related to government services and advanced air mobility; the potential effects of the ongoing U.S. government shutdown on our Government Services business; the potential for cyberattacks or security breaches that could disrupt operations, compromise confidential or sensitive information, damage reputation, expose to legal liability, or cause financial losses; the possibility that we may be unable to maintain compliance with covenants in our financing agreements; global and regional changes in the demand, supply, prices or other market conditions affecting oil and gas, including changes resulting from a public health crisis or from the imposition or lifting of crude oil production quotas or other actions that might be imposed by the Organization of Petroleum Exporting Countries OPEC and other producing countries; fluctuations in the demand for our services; the possibility of significant changes in foreign exchange rates and controls; potential effects of increased competition and the introduction of alternative modes of transportation and solutions; the possibility that portions of our fleet may be grounded for extended periods of time or indefinitely (including due to severe weather events); the possibility of political instability, civil unrest, war or acts of terrorism in any of the countries where we operate or elsewhere; the possibility that we may be unable to re-deploy our aircraft to regions with greater demand; the existence of operating risks inherent in our business, including the possibility of declining safety performance; labor issues, including our inability to negotiate acceptable collective bargaining or union agreements with employees covered by such agreements; the possibility of changes in tax, environmental, trade, immigration and other laws and regulations and policies, including, without limitation, tariffs and actions of the governments that impact oil and gas operations, favor renewable energy projects or address climate change; any failure to effectively manage, and receive anticipated returns from, acquisitions, divestitures, investments, joint ventures and other portfolio actions; the possibility that we may be unable to dispose of older aircraft through sales into the aftermarket; the possibility that we may impair our long-lived assets and other assets, including inventory, property and equipment and investments in unconsolidated affiliates; general economic conditions, including interest rates or uncertainty in the capital and credit markets; disruptions in global trade, including as a result of tariffs, trade restrictions, retaliatory trade measures or the effect of such actions on trading relationships between the United States and other countries; the possibility that reductions in spending on aviation services by governmental agencies where we are seeking contracts could adversely affect or lead to modifications of the procurement process or that such reductions in spending could adversely affect search and rescue ("SAR") contract terms or otherwise delay service or the receipt of payments under such contracts; and the effectiveness of our environmental, social and governance initiatives. The above description of risks and uncertainties is by no means all-inclusive, but is designed to highlight what we believe are important factors to consider. All forward-looking statements in this press release are qualified by these cautionary statements and are only made as of the date thereof. The forward-looking statements in this press release should be evaluated together with the many uncertainties that affect our businesses, particularly those discussed in greater detail in Part I, Item 1A, "Risk Factors" and Part II, Item 7, "Management's Discussion and Analysis of Financial Condition and Results of Operations" of the Annual Report on Form 10-K and Part I, Item 2, "Management's Discussion and Analysis of Financial Condition and Results of Operations" and Part II, Item 1A, "Risk Factors" of the Company's subsequent Quarterly Reports on Form 10-Q. We disclaim any obligation or undertaking, other than as required by law, to provide any updates or revisions to any forward-looking statement to reflect any change in our expectations or any change in events, conditions or circumstances on which the forward-looking statement is based, whether as a result of new information, future events or otherwise. BRISTOW GROUP INC. Condensed Consolidated Statements of Operations (unaudited, in thousands, except per share amounts) Three Months Ended Favorable/ (Unfavorable) September 30, 2025 June 30, 2025 Total revenues $ 386,289 $ 376,429 $ 9,860 Costs and expenses: Operating expenses Personnel 98,581 88,729 (9,852) Repairs and maintenance 55,537 64,788 9,251 Insurance 5,778 6,149 371 Fuel 21,396 20,399 (997) Leased-in equipment 26,714 26,515 (199) Other 75,047 71,911 (3,136) Total operating expenses 283,053 278,491 (4,562) General and administrative expenses 43,205 44,375 1,170 Depreciation and amortization expense 17,739 17,312 (427) Total costs and expenses 343,997 340,178 (3,819) Gains on disposal of assets 8,245 6,209 2,036 Earnings (losses) from unconsolidated affiliates (2) 180 (182) Operating income 50,535 42,640 7,895 Interest income 2,262 2,039 223 Interest expense, net (9,962) (10,034) 72 Other, net (3,087) 17,577 (20,664) Total other income (expense), net (10,787) 9,582 (20,369) Income before income taxes 39,748 52,222 (12,474) Income tax benefit (expense) 11,843 (20,443) 32,286 Net income 51,591 31,779 19,812 Net income attributable to noncontrolling interests (47) (31) (16) Net income attributable to Bristow Group Inc. $ 51,544 $ 31,748 $ 19,796 Basic earnings per common share $ 1.79 $ 1.10 Diluted earnings per common share $ 1.72 $ 1.07 Weighted average common shares outstanding, basic 28,867 28,824 Weighted average common shares outstanding, diluted 29,932 29,788 Adjusted Operating Income $ 62,201 $ 57,330 $ 4,871 EBITDA $ 67,449 $ 79,568 $ (12,119) Adjusted EBITDA $ 67,097 $ 60,700 $ 6,397 BRISTOW GROUP INC. REVENUES BY SEGMENT (unaudited, in thousands) Three Months Ended September 30, 2025 June 30, 2025 Favorable (Unfavorable) Offshore Energy Services: Europe $ 101,026 $ 107,625 $ (6,599) (6.1) % Americas 100,945 95,230 5,715 6.0 % Africa 48,460 49,955 (1,495) (3.0) % Total Offshore Energy Services $ 250,431 $ 252,810 $ (2,379) (0.9) % Government Services 100,898 92,499 8,399 9.1 % Other Services 34,960 31,120 3,840 12.3 % $ 386,289 $ 376,429 $ 9,860 2.6 % FLIGHT HOURS BY SEGMENT (unaudited) Three Months Ended September 30, 2025 June 30, 2025 Favorable (Unfavorable) Offshore Energy Services: Europe 8,471 8,838 (367) (4.2) % Americas 11,104 10,700 404 3.8 % Africa 4,415 4,931 (516) (10.5) % Total Offshore Energy Services 23,990 24,469 (479) (2.0) % Government Services 5,016 4,868 148 3.0 % Other Services 3,942 3,684 258 7.0 % 32,948 33,021 (73) (0.2) % BRISTOW GROUP INC. Third Quarter Segment Statements of Operations (unaudited, in thousands) Offshore Energy Services Government Services Other Services Corporate Consolidated Three Months Ended September 30, 2025 Revenues $ 250,431 $ 100,898 $ 34,960 $ - $ 386,289 Less: Personnel 62,304 29,507 6,770 - 98,581 Repairs and maintenance 42,777 9,365 3,395 - 55,537 Insurance 3,486 1,950 342 - 5,778 Fuel 13,162 2,794 5,440 - 21,396 Leased-in equipment 15,446 9,572 1,696 - 26,714 Other segment costs 41,325 26,271 7,451 - 75,047 Total operating expenses 178,500 79,459 25,094 - 283,053 General and administrative expenses 22,451 11,007 1,781 7,966 43,205 Depreciation and amortization expense 7,049 7,846 2,622 222 17,739 Total costs and expenses 208,000 98,312 29,497 8,188 343,997 Gains on disposal of assets - - - 8,245 8,245 Losses from unconsolidated affiliates (2) - - - (2) Operating income (loss) $ 42,429 $ 2,586 $ 5,463 $ 57 $ 50,535 Non-GAAP(1): Depreciation and amortization expense 7,049 7,846 2,622 222 17,739 PBH amortization 1,758 378 36 - 2,172 Gains on disposal of assets - - - (8,245) (8,245) Adjusted Operating Income (Loss) $ 51,236 $ 10,810 $ 8,121 $ (7,966) $ 62,201 Offshore Energy Services Government Services Other Services Corporate Consolidated Three Months Ended June 30, 2025 Revenues $ 252,810 $ 92,499 $ 31,120 $ - $ 376,429 Less: Personnel 55,047 27,271 6,411 - 88,729 Repairs and maintenance 48,078 13,369 3,341 - 64,788 Insurance 3,824 1,948 377 - 6,149 Fuel 12,865 2,681 4,853 - 20,399 Leased-in equipment 15,204 9,699 1,612 - 26,515 Other segment costs 43,640 21,717 6,554 - 71,911 Total operating expenses 178,658 76,685 23,148 - 278,491 General and administrative expenses 23,813 10,230 1,850 8,482 44,375 Depreciation and amortization expense 6,924 7,496 2,679 213 17,312 Total costs and expenses 209,395 94,411 27,677 8,695 340,178 Gains on disposal of assets - - - 6,209 6,209 Earnings from unconsolidated affiliates 180 - - - 180 Operating income (loss) $ 43,595 $ (1,912) $ 3,443 $ (2,486) $ - $ 42,640 Non-GAAP(1): Depreciation and amortization expense 6,924 7,496 2,679 213 17,312 PBH amortization 3,069 452 66 - 3,587 Gains on disposal of assets - - - (6,209) (6,209) Adjusted Operating Income (Loss) $ 53,588 $ 6,036 $ 6,188 $ (8,482) $ 57,330 ________________ (1) See definitions of these non-GAAP financial measures and the reconciliation of GAAP to non-GAAP financial measures in the Non-GAAP Financial Measures section further below. BRISTOW GROUP INC. CONDENSED CONSOLIDATED BALANCE SHEETS (unaudited, in thousands) September 30, 2025 December 31, 2024 ASSETS Current assets: Cash and cash equivalents $ 250,705 $ 251,281 Accounts receivable, net 233,639 211,590 Inventories 135,379 114,509 Prepaid expenses and other current assets 58,619 42,078 Total current assets 678,342 619,458 Property and equipment, net 1,145,399 1,076,221 Investment in unconsolidated affiliates 23,304 22,424 Right-of-use assets 251,371 264,270 Other assets 171,336 142,873 Total assets $ 2,269,752 $ 2,125,246 LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities: Accounts payable $ 90,838 $ 83,462 Deferred revenue 26,001 15,186 Current portion of operating lease liabilities 80,118 78,359 Accrued liabilities 136,199 130,279 Current maturities of long-term debt 22,147 18,614 Total current liabilities 355,303 325,900 Long-term debt, less current maturities 652,807 671,169 Other liabilities and deferred credits 28,150 8,937 Deferred taxes 27,806 39,019 Long-term operating lease liabilities 169,537 188,949 Total liabilities 1,233,603 1,233,974 Stockholders' equity: Common stock 321 315 Additional paid-in capital 756,161 742,072 Retained earnings 423,316 312,765 Treasury stock, at cost (78,915) (69,776) Accumulated other comprehensive loss (64,399) (93,669) Total Bristow Group Inc. stockholders' equity 1,036,484 891,707 Noncontrolling interests (335) (435) Total stockholders' equity 1,036,149 891,272 Total liabilities and stockholders' equity $ 2,269,752 $ 2,125,246 Non-GAAP Financial Measures The Company's management uses EBITDA, Adjusted EBITDA and Adjusted Operating Income to assess the performance and operating results of its business. Each of these measures, as well as Free Cash Flow and Adjusted Free Cash Flow, each as detailed below, are non-GAAP measures, have limitations, and are provided in addition to, and not as an alternative for, and should be read in conjunction with, the information contained in the Company's financial statements prepared in accordance with generally accepted accounting principles in the United States ("GAAP") (including the notes), included in the Company's filings with the SEC and posted on the Company's website. EBITDA and Adjusted EBITDA EBITDA is defined as Earnings before Interest expense, Taxes, Depreciation and Amortization. Adjusted EBITDA is defined as EBITDA further adjusted for non-cash gains and losses on the sale of assets, non-cash foreign exchange gains (losses) related to the revaluation of certain balance sheet items, and certain special items that occurred during the reported period, such as the amortization of PBH maintenance agreements that are non-cash within the period, gains on insurance claims, non-cash nonrecurring insurance adjustments and other special items which include professional service fees related to unusual litigation proceedings and other nonrecurring costs related to strategic activities. The professional services fees are primarily attorneys' fees related to litigation and arbitration matters that the Company is pursuing (where no gain contingency has been recorded or identified) that are unusual in nature and outside of the normal course of the Company's continuing business operations. The other nonrecurring costs related to strategic activities are costs associated with financing transactions and proposed mergers and acquisitions ("M&A") transactions. These special items are related to various pursuits that are not individually material to the Company and, as such, are aggregated for presentation. The Company views these matters and their related financial impacts on the Company's operating performance as extraordinary and not reflective of the operational performance of the Company's core business activities. In addition, the same costs are not reasonably likely to recur within two years nor have the same charges or gains occurred within the prior two years. The Company includes EBITDA and Adjusted EBITDA to provide investors with a supplemental measure of its operating performance. Management believes that the use of EBITDA and Adjusted EBITDA is meaningful to investors because it provides information with respect to the Company's ability to meet its future debt service, capital expenditures and working capital requirements and the financial performance of the Company's assets without regard to financing methods, capital structure or historical cost basis. Neither EBITDA nor Adjusted EBITDA is a recognized term under GAAP. Accordingly, they should not be used as an indicator of, or an alternative to, net income the most directly comparable GAAP measure, as a measure of operating performance. In addition, EBITDA and Adjusted EBITDA are not intended to be measures of free cash flow available for management's discretionary use, as they do not consider certain cash requirements, such as debt service requirements. Because the definitions of EBITDA and Adjusted EBITDA (or similar measures) may vary among companies and industries, they may not be comparable to other similarly titled measures used by other companies. The following tables provide a reconciliation of net income, the most directly comparable GAAP measure, to EBITDA and Adjusted EBITDA (unaudited, in thousands). Three Months Ended September 30, 2025 June 30, 2025 March 31, 2025 December 31, 2024 LTM Net income $ 51,591 $ 31,779 $ 27,381 $ 31,768 $ 142,519 Depreciation and amortization expense 17,739 17,312 16,841 16,701 68,593 Interest expense, net 9,962 10,034 9,490 9,064 38,550 Income tax expense (benefit) (11,843) 20,443 10,183 (12,952) 5,831 EBITDA $ 67,449 $ 79,568 $ 63,895 $ 44,581 $ 255,493 (Gains) losses on disposal of assets (8,245) (6,209) 558 82 (13,814) Foreign exchange (gains) losses 2,946 (17,435) (11,045) 12,581 (12,953) Special items(1) 4,947 4,776 4,302 596 14,621 Adjusted EBITDA $ 67,097 $ 60,700 $ 57,710 $ 57,840 $ 243,347 (1) Special items include the following: Three Months Ended September 30, 2025 June 30, 2025 March 31, 2025 December 31, 2024 LTM PBH amortization $ 2,172 $ 3,587 $ 3,406 $ 3,727 $ 12,892 Gain on insurance claim - - - (4,451) (4,451) Other special items 2,775 1,189 896 1,320 6,180 $ 4,947 $ 4,776 $ 4,302 $ 596 $ 14,621 The Company is unable to provide a reconciliation of projected Adjusted EBITDA (non-GAAP) for the outlook periods included in this release to projected net income (GAAP) for the same periods because components of the calculation are inherently unpredictable. The inability to forecast certain components of the calculation would significantly affect the accuracy of the reconciliation. Additionally, the Company does not provide guidance on the items used to reconcile projected Adjusted EBITDA due to the uncertainty regarding timing and estimates of such items. Therefore, the Company does not present a reconciliation of projected Adjusted EBITDA (non-GAAP) to net income (GAAP) for the outlook periods. Free Cash Flow and Adjusted Free Cash Flow Free Cash Flow represents the Company's net cash provided by (used in) operating activities less maintenance capital expenditures. Adjusted Free Cash Flow is Free Cash Flow adjusted to exclude costs paid in relation to certain special items which primarily include (i) professional service fees related to unusual litigation proceedings and (ii) other nonrecurring costs related to strategic activities. The professional services fees are primarily attorneys' fees related to litigation and arbitration matters that the Company is pursuing (where no gain contingency has been recorded or identified) that are unusual in nature and outside of the normal course of the Company's continuing business operations. The other nonrecurring costs related to strategic activities are costs associated with financing transactions and proposed M&A transactions. These special items are related to various pursuits that are not individually material to the Company and, as such, are aggregated for presentation. The Company views these matters and their related financial impacts on the Company's operating performance as extraordinary and not reflective of the operational performance of the Company's core business activities. In addition, the same costs are not reasonably likely to recur within two years nor have the same charges or gains occurred within the prior two years. Management believes that Free Cash Flow and Adjusted Free Cash Flow are meaningful to investors because they provide information with respect to the Company's ability to generate cash from the business. Neither Free Cash Flow nor Adjusted Free Cash Flow is a recognized term under GAAP. Accordingly, these measures should not be used as an indicator of, or an alternative to, net cash provided by operating activities, the most directly comparable GAAP measure. Investors should note numerous methods may exist for calculating a company's free cash flow. As a result, the method used by management to calculate Free Cash Flow and Adjusted Free Cash Flow may differ from the methods used by other companies to calculate their free cash flow. As such, they may not be comparable to other similarly titled measures used by other companies. The following table provides a reconciliation of net cash provided by operating activities, the most directly comparable GAAP measure, to Free Cash Flow and Adjusted Free Cash Flow (unaudited, in thousands). Three Months Ended September 30, 2025 June 30, 2025 March 31, 2025 December 31, 2024 LTM Net cash provided by (used in) operating activities $ 23,057 $ 99,039 $ (603) $ 51,054 $ 172,547 Less: Maintenance capital expenditures (2,800) (4,532) (1,886) (2,739) (11,957) Free Cash Flow $ 20,257 $ 94,507 $ (2,489) $ 48,315 $ 160,590 Plus: Special items 1,108 786 740 (2,580) 54 Adjusted Free Cash Flow $ 21,365 $ 95,293 $ (1,749) $ 45,735 $ 160,644 Adjusted Operating Income by Segment Adjusted Operating Income (Loss) ("Adjusted Operating Income") is defined as operating income (loss) before depreciation and amortization (including PBH amortization) and gains or losses on asset dispositions that occurred during the reported period. The Company includes Adjusted Operating Income to provide investors with a supplemental measure of each segment's operating performance. Management believes that the use of Adjusted Operating Income is meaningful to investors because it provides information with respect to each segment's ability to generate cash from its operations. Adjusted Operating Income is not a recognized term under GAAP. Accordingly, this measure should not be used as an indicator of, or an alternative to, operating income (loss), the most directly comparable GAAP measure, as a measure of operating performance. Because the definition of Adjusted Operating Income (or similar measures) may vary among companies and industries, it may not be comparable to other similarly titled measures used by other companies. The following table provides a reconciliation of operating income (loss), the most directly comparable GAAP measure, to Adjusted Operating Income for each segment and Corporate (unaudited, in thousands). Three Months Ended September 30, 2025 June 30, 2025 Increase (Decrease) Offshore Energy Services: Operating income $ 42,429 $ 43,595 $ (1,166) (2.7) % Depreciation and amortization expense 7,049 6,924 125 1.8 % PBH amortization 1,758 3,069 (1,311) (42.7) % Offshore Energy Services Adjusted Operating Income $ 51,236 $ 53,588 $ (2,352) (4.4) % Government Services: Operating income (loss) $ 2,586 $ (1,912) $ 4,498 nm Depreciation and amortization expense 7,846 7,496 350 4.7 % PBH amortization 378 452 (74) (16.4) % Government Services Adjusted Operating Income $ 10,810 $ 6,036 $ 4,774 79.1 % Other Services: Operating income $ 5,463 $ 3,443 $ 2,020 58.7 % Depreciation and amortization expense 2,622 2,679 (57) (2.1) % PBH amortization 36 66 (30) (45.5) % Other Services Adjusted Operating Income $ 8,121 $ 6,188 $ 1,933 31.2 % Total Segment Adjusted Operating Income $ 70,167 $ 65,812 $ 4,355 6.6 % Corporate: Operating income (loss) $ 57 $ (2,486) $ 2,543 nm Depreciation and amortization expense 222 213 9 4.2 % Gains on disposal of assets (8,245) (6,209) (2,036) (32.8) % Corporate Adjusted Operating Loss $ (7,966) $ (8,482) $ 516 6.1 % Consolidated Adjusted Operating Income $ 62,201 $ 57,330 $ 4,871 8.5 % The Company is unable to provide a reconciliation of projected Adjusted Operating Income by segment (non-GAAP) for the outlook periods included in this release to projected operating income (GAAP) for the same periods because components of the calculation are inherently unpredictable. The inability to forecast certain components of the calculation would significantly affect the accuracy of the reconciliation. Additionally, the Company does not provide guidance on the items used to reconcile projected Adjusted Operating Income by segment due to the uncertainty regarding timing and estimates of such items. Therefore, the Company does not present a reconciliation of projected Adjusted Operating Income by segment (non-GAAP) to operating income (GAAP) for the outlook periods. BRISTOW GROUP INC. FLEET COUNT Number of Aircraft Type Owned Aircraft Leased Aircraft Total Aircraft Maximum Passenger Capacity Average Age (years)(1) Heavy Helicopters: S92 33 29 62 19 15 AW189 20 4 24 16 8 53 33 86 Medium Helicopters: AW139 49 6 55 12 14 S76 D/C++ 13 - 13 12 13 AS365 1 - 1 12 36 63 6 69 Light-Twin Engine Helicopters: AW109 3 - 3 7 18 H135/EC135 12 - 12 6 9 15 - 15 Light-Single Engine Helicopters: AS350 12 - 12 4 26 AW119 13 - 13 7 19 25 - 25 Total Helicopters 156 39 195 15 Fixed Wing 9 5 14 Unmanned Aerial Systems ("UAS") 4 - 4 Total Fleet 169 44 213 ______________________ (1) Reflects the average age of helicopters that are owned by the Company. The table below presents the number of aircraft in our fleet and their distribution among the segments in which we operate as of September 30, 2025 and the percentage of revenues that each of our segments provided during the Current Quarter. Percentage of Total Revenues Helicopters Fixed Wing UAS Heavy Medium Light Twin Light Single Total Offshore Energy Services 67 % 56 61 12 - 1 - 130 Government Services 25 % 30 8 3 20 - 4 65 Other Services 8 % - - - 5 13 - 18 Total 100 % 86 69 15 25 14 4 213 Aircraft not currently in fleet: Under construction(1) 9 3 - - - - 12 Options(2) 10 - 10 - - - 20 (1) Under construction reflects new aircraft that the Company has either taken possession of and are undergoing additional configuration before being placed into service or are currently under construction by the Original Equipment Manufacturer ("OEM") and pending delivery. Includes nine AW189 heavy helicopters (of which two were delivered and are undergoing additional configuration) and three AW139 medium helicopters (all three of which were delivered and are undergoing additional configuration). (2) Options include 10 AW189 heavy helicopters and 10 H135 light-twin helicopters. View original content:https://www.prnewswire.com/news-releases/bristow-group-reports-third-quarter-2025-results-302604699.html SOURCE Bristow Group
Select Water Solutions Announces Third Quarter 2025 Financial and Operational Results and Other Strategic Updates
Select Water Solutions Announces Third Quarter 2025 Financial and Operational Results and Other Strategic Updates Generated revenue of $322 million and cash flow from operating activities of $72 million during the third quarter of 2025 Increased Chemical Technologies revenue and gross profit by 13% and 34%, respectively, in the third quarter of 2025 as compared to the second quarter of 2025 Announced multiple new long-term contracted Water Infrastructure projects in the Permian Basin backed by approximately 65,000 acres of additional leasehold and right-of-first-refusal ("ROFR") acreage dedications Enhanced multiple existing Water Infrastructure long-term contracts covering 309,000 acres of dedication through the addition of long-term contracted last-mile water transfer and logistics services to the benefit of Water Services GAINESVILLE, Texas, Nov. 4, 2025 /PRNewswire/ -- Select Water Solutions, Inc. (NYSE: WTTR) ("Select" the "Company", "we" or "us"), a leading provider of sustainable water and chemical solutions, today announced its financial and operating results for the quarter ended September 30, 2025, as well as other strategic updates. John Schmitz, Chairman of the Board, President and CEO, stated, "During the third quarter of 2025, Select advanced its strategic objectives to increase Water Infrastructure scale and posted strong Chemical Technologies sequential growth in both revenues and gross margins, while furthering our Water Services rationalization and efficiency efforts. "We continue to advance our market leading recycling position and to responsibly grow our disposal capacity with new contract awards, organic expansion and acquisitions. Contributing to our future growth and expansion, in the third quarter we signed several contracts adding approximately 65,000 additional acres under long-term dedication supporting integrated gathering, recycling, and disposal solutions. With a heightened focus on produced water disposal challenges and pore space availability to inject the growing produced water volumes in the Permian Basin, we believe there is a current and growing need for comprehensive water midstream solutions in the region. We are proud to currently recycle nearly one million barrels per day in the Permian Basin, with the vast majority flowing through our fixed facilities, alleviating the need for these barrels to be injected into sub-surface reservoirs. To complement our recycling offering, we also continue to responsibly grow our Permian Basin disposal capacity, allowing us to provide vertically integrated water midstream and full lifecycle infrastructure solutions. Our expanding produced water systems incorporate dual-line, large-diameter gathering and distribution pipelines that are connected to centralized recycling and disposal facilities, providing critical optionality on how we manage produced water for our customers. Longer-term, we expect our emerging beneficial reuse solutions to provide further optionality as well. Furthermore, we continue to advance our mineral extraction solutions that are synergistic with our recycling efforts and the growing produced water volumes we capture. This includes our recently announced groundbreaking of Texas's first commercial produced water lithium extraction facility in the Haynesville Shale region. This project is expected to provide Select with long-term, royalty-based revenues through the further monetization of our existing produced water volumes moving through our existing network. We're excited about this initial project and look forward to further assessing Select's portfolio for further revenue and margin enhancement opportunities. "Looking at our latest infrastructure contract awards more specifically, we executed a 12-year agreement with an operator for both its Texas and New Mexico operations, encompassing water recycling, storage, disposal and pipeline gathering and distribution. The Northern Delaware acreage in the agreements will connect into our ongoing New Mexico network expansion. These agreements add approximately 60,000 acres under dedication while extending our New Mexico infrastructure southward into additional emerging plays on the Texas side of the basin. We anticipate that these latest project awards will continue to drive increased long-term utilization across our approximately 1.8 million barrels per day of recycling capacity supported by over one million acres under dedication or ROFR in New Mexico alone. Something else that I'm very excited about, during the third quarter, we also signed a new long-term contract for water transfer, or last-mile logistics services, with a key customer in the Permian Basin, enhancing more than 300,000 acres under existing dedication with newly contracted water transfer services alongside existing water recycling, gathering and disposal dedications. I believe this shows the strength of Select's unique integrated value proposition and this customer's trust in our automated water transfer and logistics services. "Separately, in the Midland Basin, we executed a 7-year agreement with a major integrated operator to tie into and expand one of our existing recycling facilities and add complementary integrated disposal capacity to the facility. In addition to adding incremental dedicated acres, importantly, this project will create an integrated network out of an existing standalone facility. These developments are expected to be completed in the summer of 2026 and are anticipated to provide further growth potential for Select in the second half of 2026, driving full year 2026 Water Infrastructure growth of greater than 20%. "In our Water Infrastructure segment, even in a challenging macro activity environment, we performed well operationally as fixed facility recycling volumes increased while disposal volumes were resilient during the third quarter. However, net skim oil sales volume and pricing were lower in the third quarter, accounting for the majority of the modest 2.5% revenue decline sequentially. Looking more near-term, we anticipate Water Infrastructure growing approximately 10% in the fourth quarter attributable to system expansion and commercialization efforts. During the third quarter, our Chemical Technologies segment saw very strong revenue and gross profit gains of 13% and 34%, respectively, driven by new product development and market share gains. On a consolidated basis, we anticipate a strong fourth quarter performance from our Water Infrastructure business and steady performance from Chemical Technologies to more than offset modest seasonal fourth quarter declines in our Water Services segment. As a result, we expect to hold consolidated revenues relatively steady during the fourth quarter with our consolidated Adjusted EBITDA increasing sequentially to an estimated $60 - $64 million. "In light of our recent contract awards, we saw increased capex during the third quarter and are modestly increasing our 2025 net capital expenditures guidance range to $250 - $275 million. While this impacts near-term cash flows, we are excited to add to our growing backlog of projects under construction that should benefit Water Infrastructure growth in 2026. While we anticipate lower market activity levels to persist in the near-term, we are unwavering in our commitment to deliver to our shareholders an industry-leading water midstream and infrastructure growth platform comprised of strong free cash flowing assets, while upholding our commitment to a conservative balance sheet and a streamlined overall business. "With strong infrastructure growth, a streamlined services business and a chemicals segment that continues to capture market share, we expect near term improvement in Q4 setting the stage for further growth in 2026. In summary, I am pleased with the ongoing advancement of our strategy and the way our organization responds to challenging environments. I also appreciate the continued dedication of our employees and the ongoing trust and support of our long-term shareholders." concluded Schmitz. Third Quarter 2025 Consolidated Financial Information Revenue for the third quarter of 2025 was $322.2 million as compared to $364.2 million in the second quarter of 2025 and $371.3 million in the third quarter of 2024. Net income for the third quarter of 2025 was $2.3 million as compared to a net income of $11.7 million in the second quarter of 2025 and net income of $18.8 million in the third quarter of 2024. The third quarter was impacted by the recent divestment of certain trucking operations, partially offset by the addition of key infrastructure assets in the Bakken region, associated with the Omni transaction, accounting for approximately $16 million or 37% of the net sequential revenue reduction. Furthermore, net income was impacted by a $14.9 million remeasurement gain associated with the Omni transaction. For the third quarter of 2025, gross profit was $43.6 million, as compared to $57.8 million in the second quarter of 2025 and $62.4 million in the third quarter of 2024. Total gross margin was 13.5% in the third quarter of 2025 as compared to 15.9% in the second quarter of 2025 and 16.8% in the third quarter of 2024. Gross profit before depreciation, amortization and accretion ("D&A") was $87.1 million for the third quarter of 2025 as compared to $98.8 million for the second quarter of 2025 and $101.4 million for the third quarter of 2024. Gross margin before D&A for the third quarter of 2025 was 27.0% as compared to 27.1 % for the second quarter of 2025 and 27.3% for the third quarter of 2024. SG&A during the third quarter of 2025 was $41.7 million as compared to $38.9 million during the second quarter of 2025 and $37.3 million during the third quarter of 2024. SG&A during the third and second quarters of 2025 was impacted by non-recurring severance and transaction costs of $2.2 million and $1.7 million, respectively. Adjusted EBITDA was $59.5 million in the third quarter of 2025 as compared to $72.6 million in the second quarter of 2025 and $72.8 million in the third quarter of 2024. Adjusted EBITDA during the third quarter of 2025 was reduced by $1.5 million associated with the net benefit of a number of offsetting non-recurring and non-cash items. Non-cash compensation expense accounted for an additional $7.4 million adjustment during the third quarter of 2025. Please refer to the end of this release for reconciliations of gross profit before D&A (non-GAAP measure) to gross profit and of Adjusted EBITDA (non-GAAP measure) to net income. Business Segment Information The Water Infrastructure segment generated revenues of $78.8 million in the third quarter of 2025 as compared to $80.9 million in the second quarter of 2025 and $82.0 million in the third quarter of 2024. Gross margin before D&A for Water Infrastructure was 53.1% in the third quarter of 2025 as compared to 55.2% in the second quarter of 2025 and 56.7% in the third quarter of 2024. Water Infrastructure revenues decreased 2.5% sequentially relative to the second quarter of 2025, in line with Company guidance, driven primarily by a decrease in skim oil sales in the quarter. Looking ahead, the Company anticipates Water Infrastructure growing approximately 10% sequentially during the fourth quarter of 2025 with gross margins before D&A remaining consistently above 50%. With new projects coming online and additional recent contract awards, Select anticipates seeing growth of more than 20% in Water Infrastructure during 2026 on a year-over-year basis. The Water Services segment generated revenues of $166.9 million in the third quarter of 2025 as compared to $215.7 million in the second quarter of 2025 and $234.0 million in the third quarter of 2024. Gross margin before D&A for Water Services was 18.0% in the third quarter of 2025 as compared to 19.6% in the second quarter of 2025 and 20.5% in the third quarter of 2024. Driven by the impact of the divested trucking operations in the Omni transaction and decreased activity levels across the U.S. Lower 48, Water Services segment revenues decreased 22.6% sequentially, though less than the Company's prior guidance of a 25% reduction. For the fourth quarter of 2025, the Company expects segment revenues to decrease by low-to-mid-single digits, driven by lower activity levels and general seasonality. The Company expects gross margins before D&A to remain steady in the 19% - 20% range during the fourth quarter of 2025. The Chemical Technologies segment generated revenues of $76.6 million in the third quarter of 2025 as compared to $67.7 million in the second quarter of 2025 and $55.3 million in the third quarter of 2024. Gross margin before D&A for Chemical Technologies was 19.9% in the third quarter of 2025 as compared to 17.5% in the second quarter of 2025 and 12.4% in the third quarter of 2024. Continued success in new product development has driven market share gains with higher margin product volumes, leading to revenue and margin performance that significantly outpaced our expectation and guidance of low-to-mid-single digit revenue declines and margins of 15% - 17%. For the fourth quarter of 2025, the Company anticipates relatively steady revenues with gross margin before D&A in the 18% - 20% range. Cash Flow and Capital Expenditures Cash flow provided by operations for the third quarter of 2025 was $71.7 million as compared to $82.6 million in the second quarter of 2025 and $51.9 million in the third quarter of 2024. Cash flow provided by operations during the third quarter of 2025 benefited from a $26.0 million decrease in net working capital, including a $31.8 million inflow from reduced accounts receivable balances. Net capital expenditures for the third quarter of 2025 were $91.1 million, comprised of $95.2 million of capital expenditures partially offset by $4.2 million of cash proceeds from asset sales. Free cash flow in the third quarter of 2025 and the second quarter of 2025 was ($19.4) million and $10.8 million, respectively. Cash flow used in investing activities in the third quarter of 2025 included $35.1 million of asset acquisitions and a business combination primarily to support ongoing water infrastructure and wastewater treatment development projects and reflects the closing of the Omni transaction. Cash flows from financing activities during the third quarter of 2025 included $21.2 million of net inflows, primarily reflecting $30.0 million of net borrowings from the Company's sustainability-linked credit facility, partially offset by $8.4 million of quarterly dividends and distributions paid. Balance Sheet and Capital Structure Total cash and cash equivalents were $17.8 million as of September 30, 2025, as compared to $51.2 million as of June 30, 2025, and $27.9 million as of March 31, 2025. The Company had $250.0 million of borrowings outstanding under the term loan component of its sustainability-linked credit facility as of both September 30, 2025 and June 30, 2025, with an additional $55.0 million and $25.0 million of revolver borrowings outstanding as of September 30, 2025 and June 30, 2025, respectively. As of September 30, 2025, the borrowing base under the Company's sustainability-linked credit facility was $232.3 million, compared to $270.3 million as of June 30, 2025. Available borrowing capacity under the current sustainability-linked credit facility was approximately $157.7 million as of September 30, 2025 and $228.1 million as of June 30, 2025, after giving effect to outstanding borrowings and letters of credit totaling $74.6 million and $42.2 million, respectively. Total liquidity was $175.5 million as of September 30, 2025, as compared to $279.3 million as of June 30, 2025 and $260.2 million as of March 31, 2025. The Company had 102,512,351 weighted average shares of Class A common stock and 16,221,101 weighted average shares of Class B common stock outstanding during the third quarter of 2025. Water Infrastructure Business Development and Acquisition Updates Since the beginning of the third quarter of 2025, Select has signed multiple new long-term contracts for additional full lifecycle produced water gathering, recycling, disposal and distribution infrastructure projects in the Permian Basin. The combined capital expenditures associated with these new projects is expected to be approximately $25 million, with each project anticipated to be online in the second half of 2026. Midland Basin Infrastructure Expansion In the third quarter of 2025, Select signed a 7-year acreage dedication agreement for produced water gathering, recycling, disposal and the distribution of treated produced water for a major integrated operator in the Midland Basin. This expansion project will integrate into one of Select's existing Midland Basin recycling facilities, creating a network out of a previously standalone facility. In conjunction with this contract, Select will build out 750,000 barrels of additional storage capacity and five miles of dual produced water gathering and treated produced water distribution lines, with the opportunity to further expand the produced water handling abilities at this facility with incremental recycling and disposal capacity at Select's discretion to further serve this customer. This agreement is supported by an approximately 5,400 acre dedication for the gathering, recycling and disposal of produced water and the delivery of treated produced water. Northern Delaware Basin Dedication In the third quarter of 2025, Select signed a 12-year acreage dedication agreement for produced water gathering, recycling, disposal and the distribution of treated produced water for a private operator in the Northern Delaware Basin, integrating into Select's New Mexico system. This agreement is supported by an approximately 3,000 acre dedication for the gathering, recycling and disposal of produced water and the delivery of treated produced water. Winkler County Infrastructure Expansion and Right-of-First Refusal Execution During the third quarter of 2025, Select signed a 12-year contract to support the operational expansion into Winkler County, Texas for an existing key customer in the Delaware basin. As part of the agreement, Select will construct a dual-lined large diameter pipeline to tie the facilities into Select's existing Lea County, New Mexico network in order to take away and recycle and/or dispose of the operator's produced water from the dedicated area and supply frac water in the dedicated area. This agreement is supported by approximately 16,500 dedicated acres and more than 40,000 acres under ROFR for future development opportunities. The full project is expected to be operational by the end of the second quarter of 2026. Long-Term Delaware Basin Water Transfer Agreement In the third quarter of 2025, Select signed an agreement to be the exclusive water transfer and last-mile logistics provider for all water needs in connection with a key customer's drilling and completions operations in the service area, comprised of the operator's entire leasehold in the Delaware Basin, accounting for approximately 309,000 of combined leasehold and ROFR acres. This effectively integrates water transfer, a key Water Services offering, across multiple existing full lifecycle gathering, recycling and disposal Water Infrastructure contracts previously signed with the customer in the second and third quarters of 2025 that paved the way for this expansive water transfer agreement. Strategic Infrastructure Acquisitions During the third quarter of 2025, Select closed on multiple strategic Infrastructure acquisitions across the Permian, Northeast, Bakken and MidCon regions. Additionally, in conjunction with the recently executed Winkler County, Texas infrastructure expansion project, Select acquired certain disposal facilities in Winkler County, Texas. In total, these recent acquisitions include 78,000 barrels per day of incremental permitted disposal capacity. Within the Permian Basin, Select added three disposal facilities in the Northern Delaware Basin within New Mexico. These facilities will be efficiently networked into Select's existing Northern Delaware infrastructure system buildout in Eddy County, New Mexico. Select also added three additional disposal facilities in the Northeast region, further consolidating a market leading position in the region. Furthermore, Select closed on the previously announced strategic asset swap transaction with Omni Environmental Services, adding landfill, treatment and disposal assets in the Bakken region in exchange for certain trucking operations in the Northeast, Bakken and MidCon regions and certain cash and stock consideration ("Omni Transaction"). Third Quarter Earnings Conference Call In conjunction with today's release, Select has scheduled a conference call on Wednesday, November 5, 2025, at 11:00 a.m. Eastern time / 10:00 a.m. Central time. Please dial 201-389-0872 and ask for the Select Water Solutions call at least 10 minutes prior to the start time of the call, or listen to the call live over the Internet by logging on to the website at the address https://investors.selectwater.com/events-presentations/current. A telephonic replay of the conference call will be available through November 19, 2025, and may be accessed by calling 201-612-7415 using passcode 13752543#. A webcast archive will also be available at the link above shortly after the call and will be accessible for approximately 90 days. About Select Water Solutions, Inc. Select is a leading provider of sustainable water and chemical solutions to the energy industry. These solutions are supported by the Company's critical water infrastructure assets, chemical manufacturing and water treatment and recycling capabilities. As a leader in sustainable water and chemical solutions, Select places the utmost importance on safe, environmentally responsible management of water throughout the lifecycle of a well. Additionally, Select believes that responsibly managing water resources throughout its operations to help conserve and protect the environment is paramount to the Company's continued success. For more information, please visit Select's website, https://www.selectwater.com. Cautionary Statement Regarding Forward-Looking Statements All statements in this communication other than statements of historical facts are forward-looking statements which contain our current expectations about our future results. We have attempted to identify any forward-looking statements by using words such as "could," "believe," "anticipate," "expect," "intend," "project," "will," "estimates," "preliminary," "forecast" and other similar expressions. Examples of forward-looking statements include, but are not limited to, the expectations of plans, business strategies, objectives and growth, projected financial results and future financial and operational performance, expected capital expenditures, our share repurchase program and future dividends. Although we believe that the expectations reflected, and the assumptions or bases underlying our forward-looking statements are reasonable, we can give no assurance that such expectations will prove to be correct. Such statements are not guarantees of future performance or events and are subject to known and unknown risks and uncertainties that could cause our actual results, events or financial positions to differ materially from those included within or implied by such forward-looking statements. These risks and uncertainties include the risks that the benefits contemplated from our recent acquisitions may not be realized, the ability of Select to successfully integrate the acquired businesses' operations, including employees, and realize anticipated synergies and cost savings and the potential impact of the consummation of the acquisitions on relationships, including with employees, suppliers, customers, competitors and creditors. Factors that could materially impact such forward-looking statements include, but are not limited to: the global macroeconomic uncertainty related to the Russia-Ukraine war and related economic sanctions; hostilities in the Middle East, including heightened tensions with Iran; the ability to source certain raw materials and other critical components or manufactured products globally on a timely basis from economically advantaged sources, including any delays and/or supply chain disruptions due to increased hostilities in the Middle East; actions by the members of the Organization of the Petroleum Exporting Countries ("OPEC") and Russia (together with OPEC and other allied producing countries, "OPEC+") with respect to oil production levels and announcements of potential changes in such levels, including the ability of the OPEC+ countries to agree on and comply with supply limitations, which may be exacerbated by the recent Middle East conflicts; the severity and duration of world health events, and any resulting impact on commodity prices and supply and demand considerations; the impact of central bank policy actions, such as sustained, elevated interest rates in response to, among other things, high rates of inflation, and disruptions in the bank and capital markets; the degree to which consolidation among our customers may affect spending on U.S. drilling and completions activity; changing U.S. and foreign trade policies, including increased trade restrictions or tariffs, the impact of changes in diplomatic and trade relations, and the results of countermeasures and any tariff mitigation initiatives; the level of capital spending and access to capital markets by oil and gas companies, trends and volatility in oil and gas prices, and our ability to manage through such volatility; the impact of current and future laws, rulings and governmental regulations, including those related to hydraulic fracturing, accessing water, disposing of wastewater, transferring produced water, interstate freshwater transfer, chemicals, carbon pricing, pipeline construction, taxation or emissions, leasing, permitting or drilling on federal lands and various other environmental matters; the impact of regulatory and related policy actions by federal, state and/or local governments, such as the Inflation Reduction Act of 2022, that may negatively impact the future production of oil and gas in the U.S., thereby reducing demand for our services; the impact of advances or changes in well-completion technologies or practices that result in reduced demand for our services, either on a volumetric or time basis; changes in global political or economic conditions, generally, and in the markets we serve, including the rate of inflation and potential economic recession; and other factors discussed or referenced in the "Risk Factors" section of our most recent Annual Report on Form 10-K and those set forth from time to time in our other filings with the SEC. Investors should not place undue reliance on our forward-looking statements. Any forward-looking statement speaks only as of the date on which such statement is made, and we undertake no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events, changed circumstances or otherwise, unless required by law. SELECT WATER SOLUTIONS, INC. CONSOLIDATED STATEMENTS OF OPERATIONS (unaudited) (in thousands, except share and per share data) Three months ended, Nine months ended Sept 30, Sept 30, 2025 June 30, 2025 Sept 30, 2024 2025 2024 Revenue Water Infrastructure $ 78,805 $ 80,855 $ 82,017 $ 232,051 $ 214,089 Water Services 166,877 215,660 234,019 608,185 692,334 Chemical Technologies 76,561 67,700 55,313 220,606 196,605 Total revenue 322,243 364,215 371,349 1,060,842 1,103,028 Costs of revenue Water Infrastructure 36,964 36,211 35,503 106,668 102,776 Water Services 136,795 173,312 186,041 491,825 545,881 Chemical Technologies 61,352 55,885 48,450 181,965 165,846 Depreciation, amortization and accretion 43,578 41,054 38,906 123,307 113,243 Total costs of revenue 278,689 306,462 308,900 903,765 927,746 Gross profit 43,554 57,753 62,449 157,077 175,282 Operating expenses Selling, general and administrative 41,674 38,935 37,268 118,041 120,229 Depreciation and amortization 1,310 1,918 661 4,153 2,667 Impairments and abandonments 2,279 1,477 - 4,904 91 Lease abandonment costs 63 (2) 5 785 411 Total operating expenses 45,326 42,328 37,934 127,883 123,398 (Loss) income from operations (1,772) 15,425 24,515 29,194 51,884 Other income (expense) Gain on sales of property and equipment and divestitures, net 2,600 6,503 1,624 10,468 2,331 Interest expense, net (5,963) (5,645) (1,906) (16,484) (5,204) Remeasurement gain on business combination 14,924 - - 14,924 - Other (2,277) 92 (78) (1,856) (318) Income before income tax expense and equity in (losses) earnings of unconsolidated entities 7,512 16,375 24,155 36,246 48,693 Income tax expense (434) (4,521) (5,852) (7,849) (11,263) Equity in (losses) earnings of unconsolidated entities (4,784) (183) 507 (4,872) 154 Net income 2,294 11,671 18,810 23,525 37,584 Less: net loss (income) attributable to noncontrolling interests 389 (1,024) (3,019) (1,956) (5,300) Net income attributable to Select Water Solutions, Inc. $ 2,683 $ 10,647 $ 15,791 $ 21,569 $ 32,284 Net income per share attributable to common stockholders: Class A-Basic $ 0.03 $ 0.10 $ 0.16 $ 0.21 $ 0.32 Class B-Basic $ - $ - $ - $ - $ - Net income per share attributable to common stockholders: Class A-Diluted $ 0.03 $ 0.10 $ 0.15 $ 0.21 $ 0.32 Class B-Diluted $ - $ - $ - $ - $ - SELECT WATER SOLUTIONS, INC. CONSOLIDATED BALANCE SHEETS (unaudited) (in thousands, except share data) Sept 30, 2025 June 30, 2025 March 31, 2025 Dec 31, 2024 Assets Current assets Cash and cash equivalents $ 17,828 $ 51,186 $ 27,892 $ 19,978 Accounts receivable trade, net of allowance for credit losses 276,949 309,211 338,129 281,569 Accounts receivable, related parties 42 96 194 150 Inventories 37,974 41,680 40,795 38,447 Prepaid expenses and other current assets 47,470 37,252 50,840 45,354 Total current assets 380,263 439,425 457,850 385,498 Property and equipment 1,581,048 1,467,442 1,471,791 1,405,486 Accumulated depreciation (693,686) (672,698) (704,300) (679,832) Property and equipment held-for-sale, net - 5,663 - - Total property and equipment, net 887,362 800,407 767,491 725,654 Right-of-use assets, net 28,429 31,053 33,511 36,851 Goodwill 45,129 18,215 18,215 18,215 Other intangible assets, net 110,582 114,959 119,337 123,715 Deferred tax assets, net 38,820 39,407 43,851 46,339 Investments in unconsolidated entities 78,394 83,272 83,501 11,347 Other long-term assets, net 19,172 19,751 21,455 18,663 Total assets $ 1,588,151 $ 1,546,489 $ 1,545,211 $ 1,366,282 Liabilities and Equity Current liabilities Accounts payable $ 54,710 $ 47,663 $ 44,996 $ 39,189 Accrued accounts payable 53,843 73,984 111,144 76,196 Accounts payable and accrued expenses, related parties 3,945 5,566 5,904 4,378 Accrued salaries and benefits 21,028 24,541 15,345 29,937 Accrued insurance 23,557 16,231 21,698 24,685 Sales tax payable 3,789 2,046 2,139 2,110 Current portion of tax receivable agreements liabilities 17 17 17 93 Accrued expenses and other current liabilities 40,672 32,997 32,338 40,137 Current operating lease liabilities 13,423 15,368 15,814 16,439 Current portion of long-term debt 15,625 - - - Current portion of finance lease obligations 701 644 490 211 Total current liabilities 231,310 219,057 249,885 233,375 Long-term tax receivable agreements liabilities 38,409 38,409 38,409 38,409 Long-term operating lease liabilities 23,292 25,007 27,952 31,092 Long-term debt 285,440 270,837 245,888 85,000 Other long-term liabilities 78,045 70,060 66,128 62,872 Total liabilities 656,496 623,370 628,262 450,748 Commitments and contingencies Class A common stock, $0.01 par value 1,049 1,042 1,039 1,031 Class B common stock, $0.01 par value 162 162 162 162 Preferred stock, $0.01 par value - - - - Additional paid-in capital 991,475 985,337 989,785 998,474 Accumulated deficit (184,578) (187,261) (197,908) (206,147) Total stockholders' equity 808,108 799,280 793,078 793,520 Noncontrolling interests 123,547 123,839 123,871 122,014 Total equity 931,655 923,119 916,949 915,534 Total liabilities and equity $ 1,588,151 $ 1,546,489 $ 1,545,211 $ 1,366,282 SELECT WATER SOLUTIONS, INC. CONSOLIDATED STATEMENTS OF CASH FLOWS (unaudited) (in thousands) Three months ended Nine months ended Sept 30, 2025 June 30, 2025 Sept 30, 2024 Sept 30, 2025 Sept 30, 2024 Cash flows from operating activities Net income $ 2,294 $ 11,671 $ 18,810 $ 23,525 $ 37,584 Adjustments to reconcile net income to net cash provided by operating activities Depreciation, amortization and accretion 44,888 42,972 39,567 127,460 115,910 Deferred tax expense 608 4,472 5,650 7,566 10,571 Gain on disposal of property and equipment and divestitures (2,600) (6,503) (1,624) (10,468) (2,331) Equity in losses (earnings) of unconsolidated entities 4,784 183 (507) 4,872 (154) Credit loss expense (98) 708 (472) 1,124 855 Amortization and write off of debt issuance costs 412 405 122 1,815 366 Inventory adjustments 32 60 (95) 52 (528) Equity-based compensation 7,398 3,198 5,799 14,077 18,359 Impairments and abandonments 2,279 1,477 - 4,904 91 Remeasurement gain on business combination (14,924) - - (14,924) - Other operating items, net 625 666 (41) 1,778 926 Changes in operating assets and liabilities Accounts receivable 31,824 28,308 (2,415) 3,015 29.011 Prepaid expenses and other assets (5,874) 12,789 (15,536) (1,751) (16,494) Accounts payable and accrued liabilities 48 (17,820) 2,618 (13,824) (27,047) Net cash provided by operating activities 71,696 82,586 51,876 149,221 167,119 Cash flows from investing activities Purchase of property and equipment (95,230) (79,406) (35,204) (223,063) (118,080) Purchase of equity-method investments - - - (72,059) - Acquisitions, net of cash received (35,136) (3,225) (8,650) (52,341) (158.438) Proceeds received from sales of property and equipment 4,154 7,659 3,730 13,757 12,275 Net cash used in investing activities (126,212) (74,972) (40,124) (333,706) (264,243) Cash flows from financing activities Borrowings from revolving line of credit 40,000 25,000 7,500 105,000 150,000 Payments on revolving line of credit (10,000) - (17,500) (135,000) (70,000) Borrowings from long-term debt - - - 250,000 - Payments of finance lease obligations (129) (224) (49) (442) (163) Payments of debt issuance costs - (515) - (7,867) - Dividends and distributions paid (8,377) (8,306) (7,012) (25,250) (21,533) Payments under tax receivable agreements - - - (77) - Contributions from noncontrolling interests - - - 2,875 - Repurchase of common stock (332) (286) (171) (6,909) (7,323) Net cash provided by (used in) financing activities 21,162 15,669 (17,232) 182,330 50,981 Effect of exchange rate changes on cash (4) 11 1 5 (2) Net (decrease) increase in cash and cash equivalents (33,358) 23,294 (5,479) (2,150) (46,145) Cash and cash equivalents, beginning of period 51,186 27,892 16,417 19,978 57,083 Cash and cash equivalents, end of period $ 17,828 $ 51,186 $ 10,938 $ 17,828 $ 10,938 Comparison of Non-GAAP Financial Measures EBITDA, Adjusted EBITDA, gross profit before depreciation, amortization and accretion ("D&A"), gross margin before D&A and free cash flow are not financial measures presented in accordance with accounting principles generally accepted in the U.S. ("GAAP"). We define EBITDA as net income (loss), plus interest expense, income taxes and depreciation, amortization and accretion. We define Adjusted EBITDA as EBITDA plus any impairment and abandonment charges or asset write-offs pursuant to GAAP, plus non-cash losses on the sale of assets or subsidiaries less remeasurement gains on fixed assets related to business combinations, non-recurring compensation expense, non-cash compensation expense, and non-recurring or unusual expenses or charges, including severance expenses, transaction costs, or facilities-related exit and disposal-related expenditures, plus/(minus) foreign currency losses/(gains), plus/(minus) losses/(earnings) on unconsolidated entities and plus tax receivable agreements expense. We define gross profit before D&A as revenue less cost of revenue, excluding cost of sales D&A expense. We define gross margin before D&A as gross profit before D&A divided by revenue. We define free cash flow as net cash provided by (used in) operating activities less purchases of property and equipment, plus proceeds received from sale of property and equipment. EBITDA, Adjusted EBITDA, gross profit before D&A, gross margin before D&A and free cash flow are supplemental non-GAAP financial measures that we believe provide useful information to external users of our financial statements, such as industry analysts, investors, lenders and rating agencies because it allows them to compare our operating performance on a consistent basis across periods by removing the effects of our capital structure (such as varying levels of interest expense), asset base (such as depreciation, amortization and accretion) and non-recurring items outside the control of our management team. We present EBITDA, Adjusted EBITDA, gross profit before D&A, gross margin before D&A and free cash flow because we believe they provide useful information regarding the factors and trends affecting our business in addition to measures calculated under GAAP. Net income is the GAAP measure most directly comparable to EBITDA and Adjusted EBITDA. Gross profit and gross margin are the GAAP measures most directly comparable to gross profit before D&A and gross margin before D&A, respectively. Net cash provided by (used in) operating activities is the GAAP measure most directly comparable to free cash flow. Our non-GAAP financial measures should not be considered as alternatives to the most directly comparable GAAP financial measure. Each of these non-GAAP financial measures has important limitations as an analytical tool due to exclusion of some but not all items that affect the most directly comparable GAAP financial measures. You should not consider EBITDA, Adjusted EBITDA, gross profit before D&A, gross margin before D&A or free cash flow in isolation or as substitutes for an analysis of our results as reported under GAAP. Because EBITDA, Adjusted EBITDA, gross profit before D&A, gross margin before D&A and free cash flow may be defined differently by other companies in our industry, our definitions of these non-GAAP financial measures may not be comparable to similarly titled measures of other companies, thereby diminishing their utility. For forward-looking non-GAAP measures, the Company is unable to provide a reconciliation of the forward-looking non-GAAP financial measures to their most directly comparable GAAP financial measure as the information necessary for a quantitative reconciliation, including potential acquisition-related transaction costs as well as the purchase price accounting allocation of the recent acquisitions and the resulting impacts to depreciation, amortization and accretion expense, among other items is not available to the Company without unreasonable efforts due to the inherent difficulty and impracticability of predicting certain amounts required by GAAP with a reasonable degree of accuracy at this time. The following table presents a reconciliation of free cash flow to net cash provided by operating activities, which is the most directly comparable GAAP measure for the periods presented: Three months ended Sept 30, 2025 June 30, 2025 Sept 30, 2024 (unaudited) (in thousands) Net cash provided by operating activities $ 71,696 $ 82,586 $ 51,876 Purchase of property and equipment (95,230) (79,406) (35,204) Proceeds received from sale of property and equipment 4,154 7,659 3,730 Free cash flow $ (19,380) $ 10,839 $ 20,402 The following table presents a reconciliation of EBITDA and Adjusted EBITDA to our net income, which is the most directly comparable GAAP measure for the periods presented: Three months ended, Sept 30, 2025 June 30, 2025 Sept 30, 2024 (unaudited) (in thousands) Net income $ 2,294 $ 11,671 $ 18,810 Interest expense, net 5,963 5,645 1,906 Income tax expense 434 4,521 5,852 Depreciation, amortization and accretion 44,888 42,972 39,567 EBITDA 53,579 64,809 66,135 Impairments and abandonments 2,279 1,477 - Remeasurement gain on business combination (14,924) - - Non-cash loss on sale of assets or subsidiaries 875 264 368 Non-recurring severance expenses 1,467 - - Non-cash compensation expenses 7,398 3,198 5,799 Non-recurring transaction costs 3,289 2,018 710 Lease abandonment costs 63 (2) 5 Other non-recurring charges 671 667 240 Equity in losses (earnings) of unconsolidated entities 4,784 183 (507) Adjusted EBITDA $ 59,481 $ 72,614 $ 72,750 The following table presents a reconciliation of gross profit before D&A to total gross profit, which is the most directly comparable GAAP measure, and a calculation of gross margin before D&A for the periods presented: Three months ended, Sept 30, 2025 June 30, 2025 Sept 30, 2024 (unaudited) (in thousands) Gross profit by segment Water infrastructure $ 16,775 $ 22,392 $ 28,957 Water services 13,245 25,259 28,482 Chemical technologies 13,533 10,102 5,010 As reported gross profit 43,553 57,753 62,449 Plus D&A Water infrastructure 25,066 22,252 17,557 Water services 16,837 17,089 19,496 Chemical technologies 1,676 1,713 1,853 Total D&A 43,579 41,054 38,906 Gross profit before D&A $ 87,132 $ 98,807 $ 101,355 Gross profit before D&A by segment Water infrastructure 41,841 44,644 46,514 Water services 30,082 42,348 47,978 Chemical technologies 15,209 11,815 6,863 Total gross profit before D&A $ 87,132 $ 98,807 $ 101,355 Gross margin before D&A by segment Water infrastructure 53.1 % 55.2 % 56.7 % Water services 18.0 % 19.6 % 20.5 % Chemical technologies 19.9 % 17.5 % 12.4 % Total gross margin before D&A 27.0 % 27.1 % 27.3 % Contacts: Select Water Solutions, Inc. Garrett Williams - VP, Corporate Finance & Investor Relations (713) 296-1010 IR@selectwater.com Dennard Lascar Investor Relations Ken Dennard / Natalie Hairston (713) 529-6600 WTTR@dennardlascar.com View original content:https://www.prnewswire.com/news-releases/select-water-solutions-announces-third-quarter-2025-financial-and-operational-results-and-other-strategic-updates-302604556.html SOURCE Select Water Solutions, Inc.
Chord Energy Reports Third Quarter 2025 Financial and Operating Results, Declares Base Dividend and Issues Updated Outlook
Chord Energy Reports Third Quarter 2025 Financial and Operating Results, Declares Base Dividend and Issues Updated Outlook HOUSTON, Nov. 4, 2025 /PRNewswire/ -- Chord Energy Corporation (NASDAQ: CHRD) ("Chord", "Chord Energy" or the "Company") today reported financial and operating results for the third quarter 2025. Key Takeaways and Updates: Strong Execution: Efficient execution and strong asset performance in 3Q25 delivered oil volumes above midpoint of guidance, with E&P and other CapEx below midpoint of guidance; Updated FY25 Outlook: Raised oil volume guidance and maintained CapEx guidance excluding XTO impacts; 4-Mile Lateral Update: TIL'd three additional 4-mile laterals since August. Wells executed faster and below initial cost estimates, with encouraging early time production; Shareholder Returns: Returned 69% of Adjusted FCF(1) to shareholders through the base dividend of $1.30 per share and $83.0MM of share repurchases; Marketing Optimization: Executed numerous agreements YTD expected to deliver $30MM-$50MM annualized FCF savings. See "Marketing Optimization Update" below for additional information; and XTO Acquisition: Completed acquisition of Williston Basin assets from XTO Energy Inc. and affiliates (collectively "XTO"), subsidiaries of Exxon Mobil Corporation, on October 31, 2025 (the "XTO Acquisition"). Total cash consideration paid was $542.2MM, including a $55MM deposit paid in 3Q25. See "2025 Outlook Update" below for additional information. 3Q25 Operational and Financial Highlights: Production: 155.7 MBopd (280.9 MBoepd), above midpoint of guidance; CapEx: $321.9MM (excluding $11.7MM of reimbursed non-op CapEx), below midpoint of guidance reflecting program timing; LOE: $9.62/Boe, towards high-end of guidance reflecting curtailment of Marcellus volumes and activity timing; GAAP Results: Net cash from operations $559.0MM; net income $130.1MM ($2.26/diluted share); and Non-GAAP Results(1): Adjusted EBITDA $577.8MM; Adjusted FCF $218.6MM ($230.3MM, excluding $11.7MM of reimbursed non-op CapEx); Adjusted Net Income $134.5MM ($2.35/diluted share). (1) Non-GAAP financial measure. See "Non-GAAP Financial Measures" below for a reconciliation to the most directly comparable financial measures under United States generally accepted accounting principles ("GAAP"). "Chord's operational momentum continues and the team delivered solid results in the third quarter," said Danny Brown, Chord Energy's President and Chief Executive Officer. "Third quarter oil volumes and capital were favorable to guidance and Chord raised FY25 oil volume guidance for the second time this year, excluding impacts from the recent acquisition. In addition, the purchase of certain XTO assets closed at the end of October, which extends our inventory runway in core areas while allowing for further capital efficiency through longer lateral development. Chord's strategy revolves around strong capital allocation and continuous improvement. On that front, we're pleased to announce continued progress in de-risking the 4-mile program, including the successful execution on three incremental 4-mile wells. Chord continues to drive efficiency through every aspect of the business which puts the Company in a strong position to lengthen inventory and enhance economics amidst persistent commodity volatility." 3Q25 Operational and Financial Update: The following table presents select 3Q25 operational and financial data compared to guidance released on May 6, 2025: Metric 3Q25 Actual 3Q25 Guidance Oil Volumes (MBopd) 155.7 153.5 - 157.5 NGL Volumes (MBblpd) 55.1 50.5 - 54.5 Natural Gas Volumes (MMcfpd) 420.1 430.0 - 442.0 Total Volumes (MBoepd) 280.9 275.7 - 285.7 E&P & Other CapEx ($MM)(2) $333.7 $315 - $345 Oil Discount to WTI ($/Bbl) $(1.41) $(1.75) - $0.25 NGL Realization (% of WTI) 8 % 5% - 15% Natural Gas Realization (% of Henry Hub) 26 % 20% - 30% LOE ($/Boe) $9.62 $8.70 - $9.70 Cash GPT ($/Boe)(1) $2.86 $2.65 - $3.15 Cash G&A ($MM)(1) $16.5 $20.0 - $25.0 Production Taxes (% of Oil, NGL and Natural Gas Sales) 8.2 % 8.3% - 8.8% Cash Interest ($MM)(1) $18.5 $17.0 - $19.0 Cash Tax (% of Adjusted EBITDA)(3) 1.2 % 0% - 6% ___________________ (1) Non-GAAP financial measure. See "Non-GAAP Financial Measures" below for a reconciliation to the most directly comparable financial measures under GAAP. (2) 3Q25 includes $11.7MM of reimbursed non-op CapEx. (3) Cash taxes paid during the three months ended September 30, 2025 were $7.0MM, or 1.2% of Adjusted EBITDA. Guidance range based on NYMEX WTI between $60/Bbl - $80/Bbl. Chord had 25.0 gross (17.0 net) operated TILs in 3Q25. Return of Capital: Chord declared a base dividend of $1.30 per share of common stock. The dividend will be payable on December 5, 2025 to shareholders of record as of November 19, 2025. Details regarding the Return of Capital calculation can be found in the Company's most recent investor presentation located on its website at https://ir.chordenergy.com/presentations. The Company repurchased 788,444 shares of common stock at a weighted average price of $105.27 per share totaling $83.0MM in 3Q25, representing 100% of shareholder returns after the base dividend. Shares issued and outstanding as of September 30, 2025 were 56.9MM (57.3MM on a fully-diluted basis), compared to 57.6MM (58.1MM on a fully-diluted basis) as of June 30, 2025. Marketing Optimization Update: Chord has executed numerous marketing agreements year-to-date expected to deliver $30MM-$50MM of annualized FCF savings. These agreements encompass crude oil, natural gas and water marketing and midstream services across the Company's Williston Basin acreage position, reflecting Chord's ongoing commitment to continuous improvement, cost efficiency and value creation. Chord remains focused on further optimizing its marketing and midstream cost structure by streamlining contract structures and partnering with high-quality service providers. These efforts support the Company's broader continuous improvement initiatives to reduce controllable costs and enhance sustainable FCF generation. Operations Update: 4-Mile Laterals: Chord advanced its 4-mile lateral program, with three new 4-mile wells TIL'd since August-each ahead of schedule and under budget. The State Line well in Montana is demonstrating encouraging early production performance, with tracer data indicating contribution from the full lateral. The Violet-Olson wells in the Wheelock area of North Dakota are free-flowing and also showing encouraging early results after successful post-frac cleanouts and tracer data indicating contribution from the full lateral. Chord's first 4-mile well (Rystedt) has matched production from two 2-mile well analogs after only six months. Year-to-date, Chord has TIL'd four 4-mile laterals and expects to TIL a total of seven 4-mile laterals in FY25. Operational efficiency and strong performance support the potential for substantially more 4-mile wells in the 2026 program. Execution: In 2025, the Chord team improved operations, driving efficiencies which led to higher volumes for lower capital spending, while achieving an excellent safety record. Drilling days have dropped from 2024 levels, simulfrac increased daily lateral footage completed, and post-frac cleanouts are now more efficient. The facilities team also lowered costs by using modular prefabricated designs and optimizing wells per facility. Production/LOE: Chord continues to lower failure rates, supported by autonomous rod lift operations, while also shortening cycle-times and reducing costs associated with restoring down wells. Chord has lowered downtime year-over-year, which has driven higher free cash flow from both higher volumes and lower costs. 3Q25 LOE was towards the upper-end of guidance largely reflecting the curtailment of volumes in the Marcellus and activity timing. 2025 Outlook Update: Chord expects to bring back a second completions crew in 4Q25. Guidance outlined below reflects this outlook and also the impact from the XTO Acquisition. The Company continues to monitor the macro environment and retains flexibility to reduce activity if conditions warrant. Chord expects to generate Adjusted EBITDA of approximately $2.4B and Adjusted FCF of approximately $840MM at midpoint of guidance ($60/Bbl WTI and $3.75/MMBtu Henry Hub in 4Q25). Chord plans to TIL115 - 125 gross operated wells (~80% working interest) in FY25, with 23 - 33 gross operated TILs planned in 4Q25 (~80% working interest). Highlights of Chord's updated FY25 guidance include: Volumes: Excluding the impacts of the XTO Acquisition, 4Q25 oil volumes are increasing 1.0 MBopd vs August outlook to 147.0 MBopd at midpoint of guidance. Excluding the XTO Acquisition, FY25 oil volumes are increasing to 153.3 MBopd at midpoint of guidance. Oil volumes associated with the XTO Acquisition are expected to contribute approximately 4.0 MBopd in 4Q25 leading to total 4Q25 volumes of 151.0 MBopd at midpoint of guidance. FY25 total volumes were adjusted to reflect production curtailments in the Marcellus; CapEx: Adding $15MM of CapEx to FY25 to support maintaining XTO volumes in 2026; otherwise, FY25 CapEx of $1.35B at midpoint of guidance is unchanged vs August outlook. Adjusting 4Q25 CapEx to reflect the XTO related capital and minor schedule shifting from 3Q25 to 4Q25; Differentials: Adjusting to reflect 3Q performance and current market conditions; LOE: Adjusting FY25 to $9.73/Boe at midpoint of guidance to reflect 3Q25 performance (affected by curtailed Marcellus volumes), the inclusion of XTO in 4Q25 and activity timing. 4Q25 adjusted to $9.70/Boe at midpoint of guidance to reflect continued curtailment of Marcellus volumes and impacts from the XTO Acquisition; Cash G&A: Lowering FY25 to $90MM at midpoint of guidance to reflect YTD performance; Cash Interest: Increasing FY25 to $79MM at midpoint of guidance to reflect the issuance of 2030 Senior Notes in September; and Cash Taxes: Expecting 4Q25 cash taxes of 1.5% of Adjusted EBITDA at midpoint of guidance ($50/Bbl - $70/Bbl WTI). The following table presents select operational and financial guidance for the periods presented: Metric 4Q25 Guidance FY25 Guidance Oil Volumes (MBopd) 149.0 - 153.0 153.8 - 154.8 NGL Volumes (MBblpd) 49.5 - 53.5 51.7 - 52.7 Natural Gas Volumes (MMcfpd) 421.0 - 433.0 420.4 - 423.4 Total Volumes (MBoepd) 268.7 - 278.7 275.6 - 278.1 E&P & Other CapEx ($MM) $315 - $345 $1,350 - $1,380 Oil Discount to WTI ($/Bbl) $(2.80) - $(0.80) $(2.15) - $(1.65) NGL Realization (% of WTI) 5% - 15% 10% - 13% Natural Gas Realization (% of Henry Hub) 30% - 40% 38% - 40% LOE ($/Boe) $9.20 - $10.20 $9.60 - $9.85 Cash GPT ($/Boe)(1) $2.70 - $3.00 $2.85 - $2.92 Cash G&A ($MM)(1) $20 - $25 $87 - $92 Production Taxes (% of Oil, NGL and Natural Gas Sales) 8.3% - 8.8% 7.6% - 7.7% Cash Interest ($MM)(1) $25 - $27 $78 - $80 Cash Tax (% of Adjusted EBITDA)(2) 0% - 3% 3% - 4% ___________________ (1) Non-GAAP financial measure. See "Non-GAAP Financial Measures" below for more information. (2) Reflects 4Q25 WTI prices between $50/Bbl - $70/Bbl. Select Operational and Financial Data: The following table presents select operational and financial data for the periods presented: 3Q25 2Q25 3Q24 Production data: Crude oil (MBopd) 155.7 156.7 158.8 NGLs (MBblpd) 55.1 54.1 51.7 Natural gas (MMcfpd)(3) 420.1 425.9 421.8 Total production (MBoepd) 280.9 281.9 280.8 Percent crude oil 55.4 % 55.6 % 56.6 % Average sales prices: Crude oil, without realized derivatives ($/Bbl) $ 63.59 $ 61.62 $ 73.51 Differential to NYMEX WTI ($/Bbl) (1.41) (2.15) (1.51) Crude oil, with realized derivatives ($/Bbl) 64.16 62.58 73.58 Crude oil realized derivatives (gain) loss ($MM) (8.3) (13.7) (1.0) NGL, without realized derivatives ($/Bbl) 4.89 5.80 6.31 NGL, with realized derivatives ($/Bbl) 4.89 5.80 6.31 Natural gas, without realized derivatives ($/Mcf)(3) 0.81 1.10 0.44 Natural gas, with realized derivatives ($/Mcf) 1.11 1.11 0.44 Natural gas realized derivatives (gain) loss ($MM) (11.5) (0.4) - Selected financial data ($MM): Revenues: Crude oil revenues $ 910.8 $ 878.9 $ 1,073.9 NGL revenues 24.8 28.6 30.0 Natural gas revenues 31.2 42.8 17.1 Total oil, NGL and natural gas revenues $ 966.8 $ 950.3 $ 1,121.0 Cash flows: Net cash provided by operating activities: $ 559.0 $ 1,076.7 $ 663.2 Non-GAAP financial measures(1): Adjusted EBITDA $ 577.8 $ 547.2 $ 674.5 Adjusted FCF(4) 218.6 140.8 312.5 Adjusted Net Income Attributable to Common Stockholders 134.5 103.2 212.8 Select operating expenses: LOE $ 248.6 $ 257.0 $ 247.1 Gathering, processing and transportation expenses ("GPT") 73.1 74.1 77.4 Production taxes 79.5 69.0 101.0 Depreciation, depletion and amortization 374.9 377.0 360.2 Total select operating expenses $ 776.1 $ 777.1 $ 785.7 Earnings (loss) per share: Basic earnings (loss) per share $ 2.26 $ (6.71) $ 3.63 Diluted earnings (loss) per share 2.26 (6.77) 3.59 Adjusted diluted earnings per share (Non-GAAP)(1) 2.35 1.79 3.40 ___________________ (1) Non-GAAP financial measure. See "Non-GAAP Financial Measures" below for a reconciliation to the most directly comparable financial measures under GAAP. (2) Marcellus natural gas volumes were 117.5 MMcfpd in 3Q25, 129.9 MMcfpd in 2Q25 and 114.2 MMcfpd in 3Q24. (3) Marcellus natural gas realized prices were $2.16/Mcf in 3Q25, $2.49/Mcf in 2Q25 and $1.32/Mcf in 3Q24. (4) 3Q25 includes $11.7M of reimbursed non-op CapEx. Capital Expenditures: The following table presents the Company's capital expenditures ("CapEx") by category for the periods presented (in millions): 1Q25 2Q25 3Q25 YTD25 CapEx: E&P(1) $ 354.8 $ 354.5 $ 333.6 $ 1,042.9 Other 0.6 1.1 0.0 1.7 Total E&P and other CapEx 355.4 355.6 333.6 1,044.6 Capitalized interest 1.1 1.1 1.1 3.3 Acquisitions 17.9 8.3 1.6 27.8 Total CapEx $ 374.4 $ 365.0 $ 336.3 $ 1,075.7 (1) 3Q25 and YTD25 include $11.7MM of reimbursed non-op CapEx. Balance Sheet and Liquidity: The following table presents key balance sheet data and liquidity metrics as of September 30, 2025 (in millions): September 30, 2025 Revolving credit facility(1) $ 2,000.0 Revolver borrowings $ - Senior notes 1,500.0 Total debt $ 1,500.0 Cash and cash equivalents(2) $ 142.0 Letters of credit 32.1 Liquidity(2) $ 2,109.9 ___________________ (1) $2.75B borrowing base and $2.0B of elected commitments. (2) Pro-forma for XTO closing payment of $487.2MM on October 31, 2025. Contact: Chord Energy Corporation Bob Bakanauskas, VP, Investor Relations(281) 404-9600ir@chordenergy.com Conference Call Information Investors, analysts and other interested parties are invited to listen to the webcast: Date: Wednesday, November 5, 2025 Time: 10:00 a.m. Central Live Webcast: https://app.webinar.net/6nwV2ADPEYv To join the conference call by phone without operator assistance (including sell-side analysts wishing to ask a question), you may register and enter your phone number at https://emportal.ink/45glAYZ to receive an instant automated call back and be immediately placed into the call. You may also use the following dial-in information to join the conference call by phone with operator assistance: Dial-in: 1-800-836-8184 Intl. Dial-in: 1-646-357-8785 Conference ID: 68869 A recording of the conference call will be available beginning at 1:00 p.m. Central on the day of the call and will be available until Wednesday, November 12, 2025 by dialing: Replay dial-in: 1-888-660-6345 Intl. replay: 1-646-517-4150 Replay access: 68869 # The call will also be available for replay for approximately 30 days at https://www.chordenergy.com Forward-Looking Statements and Cautionary Statements Certain statements in this press release, other than statements of historical facts, that address activities, events or developments that Chord expects, believes or anticipates will or may occur in the future, including any statements regarding the benefits and synergies of the Enerplus combination, future opportunities for Chord, future financial performance and condition, guidance and statements regarding Chord's expectations, beliefs, plans, financial condition, objectives, assumptions or future events or performance are forward-looking statements based on assumptions currently believed to be valid. Forward-looking statements are all statements other than statements of historical facts. The words "anticipate," "believe," "ensure," "expect," "if," "intend," "estimate," "probable," "project," "forecasts," "predict," "outlook," "aim," "will," "could," "should," "would," "potential," "may," "might," "anticipate," "likely," "plan," "positioned," "strategy" and similar expressions or other words of similar meaning, and the negatives thereof, are intended to identify forward-looking statements. Specific forward-looking statements include statements regarding Chord's plans and expectations with respect to the return of capital plan, production levels and reinvestment rates, anticipated financial and operating results and other guidance and the effects, benefits and synergies of the Enerplus combination. The forward-looking statements are intended to be subject to the safe harbor provided by Section 27A of the Securities Act of 1933, Section 21E of the Securities Exchange Act of 1934 and the Private Securities Litigation Reform Act of 1995. These statements are based on certain assumptions made by Chord based on management's experience and perception of historical trends, current conditions, anticipated future developments and other factors believed to be appropriate. Such statements are subject to a number of assumptions, risks and uncertainties, many of which are beyond the control of Chord, which may cause actual results to differ materially from those implied or expressed by the forward-looking statements. These include, but are not limited to, changes in crude oil, NGL and natural gas prices, uncertainty regarding the future actions of foreign oil producers and the related impacts such actions have on the balance between the supply of and demand for crude oil, NGLs and natural gas, the actions taken by OPEC+ with respect to oil production levels and announcements of potential changes in such levels, including the ability of the OPEC+ countries to agree on and comply with supply limitations, changes in trade policies and regulations, including increases or change in duties, current and potentially new tariffs or quotas and other similar measures, as well as the potential impact of retaliatory tariffs and other actions, war between Russia and Ukraine, military conflicts in the Red Sea Region and war between Israel and Hamas and the potential for escalation of hostilities across the surrounding countries in the Middle East and their effect on commodity prices, changes in general economic and geopolitical conditions, including as a result of the federal government shutdown, inflation rates and the impact of associated monetary policy responses, including increased interest rates, the ability to realize the anticipated benefits from the XTO Acquisition, developments in the global economy, as well as any public health crisis and resulting demand and supply for crude oil, NGLs and natural gas, weather and environmental conditions, the timing of planned capital expenditures, availability of acquisitions, uncertainties in estimating proved reserves and forecasting production results, operational factors affecting the commencement or maintenance of producing wells, the condition of the capital markets generally, as well as Chord's ability to access them, the proximity to and capacity of transportation facilities, the availability of midstream service providers, uncertainties regarding environmental regulations or litigation and other legal or regulatory developments affecting Chord's business and other important factors that could cause actual results to differ materially from those projected as described in Chord's reports filed with the U.S. Securities and Exchange Commission (the "SEC"). Any forward-looking statement speaks only as of the date on which such statement is made and Chord undertakes no obligation to correct or update any forward-looking statement, whether as a result of new information, future events or otherwise, except as required by applicable law. As forward-looking statements involve significant risks and uncertainties, caution should be exercised against placing undue reliance on such statements. Additional information concerning other risk factors is also contained in Chord's most recently filed Annual Report on Form 10-K for the year ended December 31, 2024, subsequent Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and other SEC filings. About Chord Energy Chord Energy Corporation is an independent exploration and production company with quality and sustainable long-lived assets primarily in the Williston Basin. The Company is uniquely positioned with a best-in-class balance sheet and is focused on rigorous capital discipline and generating free cash flow by operating efficiently, safely and responsibly to develop its unconventional onshore oil-rich resources in the continental United States. For more information, please visit the Company's website at www.chordenergy.com. Comparability of Financial Statements The results reported for the three and nine months ended September 30, 2025 and the three months ended September 30, 2024 reflect the consolidated results of Chord, including combined operations with Enerplus Corporation ("Enerplus"), while the results reported for the nine months ended September 30, 2024 reflect the consolidated results of Chord, including the combined operations with Enerplus beginning on May 31, 2024, unless otherwise noted. Chord Energy Corporation Condensed Consolidated Balance Sheets (Unaudited) (In thousands, except share data) September 30, 2025 December 31, 2024 ASSETS Current assets Cash and cash equivalents $ 629,208 $ 36,950 Accounts receivable, net 1,210,328 1,298,973 Inventory 108,498 94,299 Prepaid expenses 27,740 30,875 Derivative instruments 86,200 35,944 Other current assets 2,178 82,077 Total current assets 2,064,152 1,579,118 Property, plant and equipment Oil and gas properties (successful efforts method) 13,934,970 12,770,786 Other property and equipment 59,970 58,158 Less: accumulated depreciation, depletion and amortization (3,215,842) (2,142,775) Total property, plant and equipment, net 10,779,098 10,686,169 Derivative instruments 4,942 5,629 Investment in unconsolidated affiliate 124,562 142,201 Long-term inventory 29,101 25,973 Operating right-of-use assets 17,304 38,004 Goodwill - 530,616 Other assets 78,155 24,297 Total assets $ 13,097,314 $ 13,032,007 LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities Accounts payable $ 61,627 $ 68,751 Revenues and production taxes payable 670,974 752,742 Accrued liabilities 761,381 732,296 Accrued interest payable 5,177 4,693 Derivative instruments - 1,230 Advances from joint interest partners 2,180 2,434 Current operating lease liabilities 24,623 37,629 Other current liabilities 1,792 84,203 Total current liabilities 1,527,754 1,683,978 Long-term debt 1,478,827 842,600 Deferred tax liabilities 1,603,141 1,496,442 Asset retirement obligations 400,382 282,369 Derivative instruments 1,094 1,016 Operating lease liabilities 5,770 15,190 Other liabilities 6,405 8,150 Total liabilities 5,023,373 4,329,745 Commitments and contingencies Stockholders' equity Common stock, $0.01 par value: 240,000,000 shares authorized, 67,150,747 shares issued and 56,865,300 shares outstanding at September 30, 2025; and 240,000,000 shares authorized, 66,967,779 shares issued and 60,070,893 shares outstanding at December 31, 2024 675 673 Treasury stock, at cost: 10,285,447 shares at September 30, 2025 and 6,896,886 shares at December 31, 2024 (1,293,994) (936,157) Additional paid-in capital 7,333,496 7,336,091 Retained earnings 2,033,764 2,301,655 Total stockholders' equity 8,073,941 8,702,262 Total liabilities and stockholders' equity $ 13,097,314 $ 13,032,007 Chord Energy Corporation Condensed Consolidated Statements of Operations (Unaudited) (In thousands, except per share data) Three Months Ended September 30, Nine Months Ended September 30, 2025 2024 2025 2024 Revenues Oil, NGL and gas revenues $ 966,847 $ 1,121,012 $ 3,020,537 $ 2,771,841 Purchased oil and gas sales 345,234 329,455 687,150 1,024,567 Total revenues 1,312,081 1,450,467 3,707,687 3,796,408 Operating expenses Lease operating expenses 248,604 247,055 738,644 582,908 Gathering, processing and transportation expenses 73,052 77,353 220,467 194,467 Purchased oil and gas expenses 340,947 329,622 684,060 1,021,739 Production taxes 79,509 100,973 223,116 244,410 Depreciation, depletion and amortization 374,919 360,214 1,101,725 757,036 General and administrative expenses 21,861 52,115 92,778 159,904 Impairment and exploration 2,034 7,269 545,957 14,908 Total operating expenses 1,140,926 1,174,601 3,606,747 2,975,372 Gain (loss) on sale of assets, net (365) (2,973) 4,628 13,814 Operating income 170,790 272,893 105,568 834,850 Other income (expense) Net gain on derivative instruments 20,724 52,721 82,674 29,753 Net gain (loss) from investment in unconsolidated affiliate (4,646) 1,089 (10,507) 23,246 Interest expense, net of capitalized interest (18,717) (19,146) (53,324) (38,946) Loss on debt extinguishment - - (3,494) - Other income (expense), net 2,146 (2,657) 6,692 4,253 Total other income (expense), net (493) 32,007 22,041 18,306 Income before income taxes 170,297 304,900 127,609 853,156 Income tax expense (40,186) (79,584) (167,566) (215,126) Net income (loss) $ 130,111 $ 225,316 $ (39,957) $ 638,030 Earnings (loss) per share: Basic $ 2.26 $ 3.63 $ (0.72) $ 12.61 Diluted $ 2.26 $ 3.59 $ (0.72) $ 12.34 Weighted average shares outstanding: Basic 57,157 61,802 57,141 50,388 Diluted 57,157 62,629 57,195 51,507 Chord Energy Corporation Condensed Consolidated Statements of Cash Flows (Unaudited) (In thousands) Nine Months Ended September 30, 2025 2024 Cash flows from operating activities: Net income (loss) $ (39,957) $ 638,030 Adjustments to reconcile net income (loss) to net cash provided by operating activities: Depreciation, depletion and amortization 1,101,725 757,036 Loss on debt extinguishment 3,494 - Gain on sale of assets (4,628) (13,814) Impairment 539,323 9,838 Deferred income taxes 106,699 146,882 Net (gain) loss from investment in unconsolidated affiliate 10,507 (23,246) Net gain on derivative instruments (82,674) (29,753) Equity-based compensation expenses 19,464 16,053 Deferred financing costs amortization and other (19,282) 6,407 Working capital and other changes: Change in accounts receivable, net 71,401 (19,112) Change in inventory (12,343) (6,937) Change in prepaid expenses 4,686 8,090 Change in accounts payable, interest payable and accrued liabilities (56,034) 70,538 Change in other assets and liabilities, net (6,711) (29,240) Net cash provided by operating activities 1,635,670 1,530,772 Cash flows from investing activities: Capital expenditures (1,044,820) (877,381) Acquisitions (27,434) (652,672) Acquisition deposit (55,000) - Proceeds from divestitures 10,735 21,788 Derivative settlements 31,954 (17,760) Contingent consideration received 25,000 25,000 Distributions from investment in unconsolidated affiliate 9,182 6,914 Net cash used in investing activities (1,050,383) (1,494,111) Cash flows from financing activities: Proceeds from revolving credit facility 3,687,000 2,250,000 Principal payments on revolving credit facility (4,132,000) (1,780,000) Repayment and discharge of senior notes (401,432) (63,000) Issuance of senior notes 1,500,000 - Deferred financing costs (21,881) (3,313) Repurchases of common stock (357,837) (239,804) Tax withholding on vesting of equity-based awards (22,100) (57,979) Dividends paid (243,418) (437,725) Payments on finance lease liabilities (1,384) (1,242) Proceeds from warrants exercised 23 30,454 Net cash provided by (used in) financing activities 6,971 (302,609) Increase (decrease) in cash and cash equivalents 592,258 (265,948) Cash and cash equivalents: Beginning of period 36,950 317,998 End of period $ 629,208 $ 52,050 Supplemental non-cash transactions: Change in accrued capital expenditures $ (252) $ 42,306 Change in asset retirement obligations 102,364 3,869 Non-cash consideration exchanged in Arrangement - 3,732,137 Dividends payable 1,173 20,572 Non-GAAP Financial Measures The following are non-GAAP financial measures not prepared in accordance with GAAP that are used by management and external users of the Company's financial statements, such as industry analysts, investors, lenders and rating agencies. The Company believes that the foregoing are useful supplemental measures that provide an indication of the results generated by the Company's principal business activities. However, these measures are not recognized by GAAP and do not have a standardized meaning prescribed by GAAP. Therefore, these measures may not be comparable to similar measures provided by other issuers. From time to time, the Company provides forward-looking forecasts of these measures; however, the Company is unable to provide a quantitative reconciliation of the forward-looking non-GAAP measures to the most directly comparable forward-looking GAAP measures because management cannot reliably quantify certain of the necessary components of such forward-looking GAAP measures. The reconciling items in future periods could be significant. To see how the Company reconciles its historical presentations of these non-GAAP financial measures to the most directly comparable GAAP measures, please visit the Investors-Documents & Disclosures-Non-GAAP Reconciliation page on the Company's website at https://ir.chordenergy.com/non-gaap. Cash GPT The Company defines Cash GPT as total GPT expenses less non-cash valuation charges on pipeline imbalances and non-cash mark-to-market adjustments on transportation contracts accounted for as derivative instruments. Cash GPT is not a measure of GPT expenses as determined by GAAP. Management believes that the presentation of Cash GPT provides useful additional information to investors and analysts to assess the cash costs incurred to market and transport the Company's commodities from the wellhead to delivery points for sale without regard to the change in value of its pipeline imbalances, which vary monthly based on commodity prices, and without regard to the non-cash mark-to-market adjustments on transportation contracts classified as derivative instruments. The following table presents a reconciliation of the GAAP financial measure of GPT expenses to the non-GAAP financial measure of Cash GPT for the periods presented: Three Months Ended September 30, Nine Months Ended September 30, 2025 2024 2025 2024 (In thousands) GPT $ 73,052 $ 77,353 $ 220,467 $ 194,467 Pipeline imbalances 734 (2,114) (988) (2,796) Loss on derivative transportation contract(1) - - - (5,877) Cash GPT $ 73,786 $ 75,239 $ 219,479 $ 185,794 ___________________ (1) The Company had a buy/sell transportation contract that qualified as a derivative. The changes in the fair value of this contract were recorded to GPT expense. As of June 30, 2024, the term of this contract expired. Cash G&A The Company defines Cash G&A as total G&A expenses less G&A expenses directly attributable to certain merger and acquisition activity, non-cash equity-based compensation expenses and other non-cash charges. Cash G&A is not a measure of G&A expenses as determined by GAAP. Management believes that the presentation of Cash G&A provides useful additional information to investors and analysts to assess the Company's operating costs in comparison to peers without regard to the aforementioned charges, which can vary substantially from company to company. The following table presents a reconciliation of the GAAP financial measure of G&A expenses to the non-GAAP financial measure of Cash G&A for the periods presented: Three Months Ended September 30, Nine Months Ended September 30, 2025 2024 2025 2024 (In thousands) General and administrative expenses $ 21,861 $ 52,115 $ 92,778 $ 159,904 Merger costs(1) (77) (17,503) (8,141) (80,297) Equity-based compensation expenses (6,464) (5,918) (19,461) (16,053) Other non-cash adjustments 1,215 (829) 1,408 633 Cash G&A $ 16,535 $ 27,865 $ 66,584 $ 64,187 ___________________ (1) Includes costs directly attributable to the arrangement with Enerplus for the three and nine months ended September 30, 2025 and 2024. Cash Interest The Company defines Cash Interest as interest expense plus capitalized interest less amortization of deferred financing costs. Cash Interest is not a measure of interest expense as determined by GAAP. Management believes that the presentation of Cash Interest provides useful additional information to investors and analysts for assessing the interest charges incurred on the Company's debt to finance its operating activities and the Company's ability to maintain compliance with its debt covenants. The following table presents a reconciliation of the GAAP financial measure of interest expense to the non-GAAP financial measure of Cash Interest for the periods presented: Three Months Ended September 30, Nine Months Ended September 30, 2025 2024 2025 2024 (In thousands) Interest expense $ 18,717 $ 19,146 $ 53,324 $ 38,946 Capitalized interest 1,128 1,839 3,316 3,707 Amortization of deferred financing costs (1,359) (1,140) (3,885) (3,398) Cash Interest $ 18,486 $ 19,845 $ 52,755 $ 39,255 Adjusted EBITDA and Adjusted Free Cash Flow The Company defines Adjusted EBITDA as earnings before interest expense, income taxes, depreciation, depletion and amortization ("DD&A"), merger costs, exploration expenses, impairment expenses, loss on debt extinguishment and other similar non-cash or non-recurring charges. The Company defines Adjusted Free Cash Flow as Adjusted EBITDA less Cash Interest and E&P and other capital expenditures (excluding capitalized interest and acquisition capital). Adjusted EBITDA and Adjusted Free Cash Flow are not measures of net income or cash flows from operating activities as determined by GAAP. Management believes that the presentation of Adjusted EBITDA and Adjusted Free Cash Flow provides useful additional information to investors and analysts for assessing the Company's results of operations, financial performance, ability to generate cash from its business operations without regard to its financing methods or capital structure and the Company's ability to maintain compliance with its debt covenants. The following table presents reconciliations of the GAAP financial measures of net income and net cash provided by operating activities to the non-GAAP financial measures of Adjusted EBITDA and Adjusted Free Cash Flow for the periods presented: Three Months Ended September 30, Nine Months Ended September 30, 2025 2024 2025 2024 (In thousands) Net income (loss) $ 130,111 $ 225,316 $ (39,957) $ 638,030 Interest expense, net of capitalized interest 18,717 19,146 53,324 38,946 Loss on debt extinguishment - - 3,494 - Income tax expense 40,186 79,584 167,566 215,126 Depreciation, depletion and amortization 374,919 360,214 1,101,725 757,036 Merger costs(1) 77 17,503 8,141 80,297 Impairment and exploration expenses(2) 2,034 7,269 545,957 14,908 (Gain) loss on sale of assets 365 2,973 (4,628) (13,814) Net gain on derivative instruments (20,724) (52,721) (82,674) (29,753) Realized gain (loss) on commodity price derivative contracts 19,770 953 33,609 (4,305) Net (gain) loss from investment in unconsolidated affiliate 4,646 (1,089) 10,507 (23,246) Distributions from investment in unconsolidated affiliate 2,395 2,323 7,132 6,914 Equity-based compensation expenses 6,464 5,918 19,461 16,053 Other non-cash adjustments (1,185) 7,118 (3,145) 11,018 Adjusted EBITDA 577,775 674,507 1,820,512 1,707,210 Cash interest (18,486) (19,845) (52,755) (39,255) E&P and other capital expenditures (333,652) (329,187) (1,044,680) (901,245) Cash taxes paid (7,000) (13,000) (73,099) (38,500) Adjusted Free Cash Flow $ 218,637 $ 312,475 $ 649,978 $ 728,210 Net cash provided by operating activities $ 558,967 $ 663,198 $ 1,635,670 $ 1,530,772 Changes in working capital (13,515) (41,416) (999) (23,339) Interest expense, net of capitalized interest 18,717 19,146 53,324 38,946 Current income tax expense (benefit) (17,463) 3,401 60,868 68,243 Merger costs(1) 77 17,503 8,141 80,297 Exploration expenses 2,026 1,345 6,630 5,071 Realized gain (loss) on commodity price derivative contracts 19,770 953 33,609 (4,305) Distributions from investment in unconsolidated affiliate 2,395 2,323 7,132 6,914 Deferred financing costs amortization and other 7,986 936 19,282 (6,407) Other non-cash adjustments (1,185) 7,118 (3,145) 11,018 Adjusted EBITDA 577,775 674,507 1,820,512 1,707,210 Cash interest (18,486) (19,845) (52,755) (39,255) E&P and other capital expenditures(3) (333,652) (329,187) (1,044,680) (901,245) Cash taxes paid (7,000) (13,000) (73,099) (38,500) Adjusted Free Cash Flow $ 218,637 $ 312,475 $ 649,978 $ 728,210 ___________________ (1) Includes costs directly attributable to the arrangement with Enerplus for the three and nine months ended September 30, 2025 and 2024. (2) Includes non-cash goodwill impairment charge of $539.3 million for the nine months ended September 30, 2025, as a result of the decline in the Company's market capitalization during the second quarter. (3) 3Q25 E&P and other capital expenditures and Adjusted Free Cash Flow include $11.7MM of reimbursed non-op CapEx. Adjusted Net Income and Adjusted Diluted Earnings Per Share Adjusted Net Income and Adjusted Diluted Earnings Per Share are supplemental non-GAAP financial measures that are used by management and external users of the Company's financial statements, such as industry analysts, investors, lenders and rating agencies. The Company defines Adjusted Net Income as net income after adjusting for (1) the impact of certain non-cash items, including non-cash changes in the fair value of derivative instruments, non-cash changes in the fair value of the Company's investment in an unconsolidated affiliate, impairment, loss on debt extinguishment and other similar non-cash charges (2) merger costs and (3) the impact of taxes based on an estimated tax rate applicable to those adjusting items in the same period. Adjusted Net Income is not a measure of net income as determined by GAAP. The Company calculates earnings per share under the two-class method in accordance with GAAP. The two-class method is an earnings allocation formula that computes earnings per share for each class of common stock and participating security according to dividends declared (or accumulated) and participation rights in undistributed earnings. Adjusted Diluted Earnings Per Share is calculated as (i) Adjusted Net Income (ii) less distributed and undistributed earnings allocated to participating securities (iii) divided by the weighted average number of diluted shares outstanding for the periods presented. The following table presents reconciliations of the GAAP financial measure of net income to the non-GAAP financial measure of Adjusted Net Income and the GAAP financial measure of diluted earnings per share to the non-GAAP financial measure of Adjusted Diluted Earnings Per Share for the periods presented: Three Months Ended September 30, Nine Months Ended September 30, 2025 2024 2025 2024 (In thousands) Net income (loss) $ 130,111 $ 225,316 $ (39,957) $ 638,030 Net gain on derivative instruments (20,724) (52,721) (82,674) (29,753) Realized gain (loss) on commodity price derivative contracts 19,770 953 33,609 (4,305) Net (gain) loss from investment in unconsolidated affiliate 4,646 (1,089) 10,507 (23,246) Distributions from investment in unconsolidated affiliate 2,395 2,323 7,132 6,914 Impairment(1) 5 5,919 539,323 9,838 Merger costs(2) 77 17,503 8,141 80,297 (Gain) loss on sale of assets, net 365 2,973 (4,628) (13,814) Amortization of deferred financing costs 1,359 1,140 3,885 3,398 Loss on debt extinguishment - - 3,494 - Other non-cash adjustments (1,185) 7,118 (3,145) 11,018 Tax impact(3) (1,570) 4,145 5,572 (9,802) Adjusted net income 135,249 213,580 481,259 668,575 Distributed and undistributed earnings allocated to participating securities (780) (734) (2,004) (2,681) Adjusted net income attributable to common stockholders $ 134,469 $ 212,846 $ 479,255 $ 665,894 Three Months Ended September 30, Nine Months Ended September 30, 2025 2024 2025 2024 Diluted earnings (loss) per share $ 2.28 $ 3.60 $ (0.70) $ 12.39 Net gain on derivative instruments (0.36) (0.84) (1.45) (0.58) Realized gain (loss) on commodity price derivative contracts 0.35 0.02 0.59 (0.08) Net (gain) loss from investment in unconsolidated affiliate 0.08 (0.02) 0.18 (0.45) Distributions from investment in unconsolidated affiliate 0.04 0.04 0.12 0.13 Impairment(1) - 0.09 9.43 0.19 Merger costs(2) - 0.28 0.14 1.56 (Gain) loss on sale of assets, net 0.01 0.05 (0.08) (0.27) Amortization of deferred financing costs 0.02 0.02 0.07 0.07 Loss on debt extinguishment - - 0.06 - Other non-cash adjustments (0.02) 0.11 (0.05) 0.21 Tax impact(3) (0.04) 0.06 0.11 (0.19) Adjusted Diluted Earnings Per Share 2.36 3.41 8.42 12.98 Less: Distributed and undistributed earnings allocated to participating securities (0.01) (0.01) (0.04) (0.05) Adjusted Diluted Earnings Per Share $ 2.35 $ 3.40 $ 8.38 $ 12.93 Diluted weighted average shares outstanding (in thousands) 57,157 62,629 57,195 51,507 Tax rate applicable to adjustment items(3) 23.5 % 26.1 % 23.5 % 25.2 % _____________________ (1) Includes non-cash goodwill impairment charge of $539.3 million for the nine months ended September 30, 2025 as a result of the decline in the Company's market capitalization during the second quarter of 2025. (2) Includes costs directly attributable to the arrangement with Enerplus for the three and nine months ended September 30, 2025 and 2024. (3) The tax impact is computed by applying an estimated tax rate to the adjustments for certain non-cash and non-recurring items. View original content to download multimedia:https://www.prnewswire.com/news-releases/chord-energy-reports-third-quarter-2025-financial-and-operating-results-declares-base-dividend-and-issues-updated-outlook-302604593.html SOURCE Chord Energy
TEN Ltd. Declares Dividend on its Series E Cumulative Perpetual Preferred Shares
TEN Ltd. Declares Dividend on its Series E Cumulative Perpetual Preferred Shares ATHENS, Greece, Nov. 04, 2025 (GLOBE NEWSWIRE) -- TEN Ltd. (NYSE: TEN) ("TEN" or the "Company"), a leading diversified crude, product and LNG tanker operator, today announced that its Board of Directors declared the regular quarterly cash dividend of $0.578125 per share for its Series E Cumulative Perpetual Preferred Shares (the "Series E Preferred Shares"; NYSE; TENPRE). The dividend on the Series E Preferred Shares is for the period from the most recent dividend payment date of August 28, 2025 through November 27, 2025. The dividend on the Series E Preferred Shares will be paid on November 28, 2025 to all holders of record of Series E Preferred Shares as of November 24, 2025. Dividends on the Series E Preferred Shares are payable quarterly in arrears on the 28th day (unless the 28th falls on a weekend or public holiday, in which case the payment date is moved to the next business day) of February, May, August and November of each year, when, as and if declared by TEN's board of directors. This is the 35th dividend on the Series E Preferred Shares since their commencement of trading on the New York Stock Exchange. TEN has 4,745,947 Series E Preferred Shares outstanding as of the date of this press release. ABOUT TSAKOS ENERGY NAVIGATION Founded in 1993 and celebrating 32 years as a public company, TEN is one of the first and most established public shipping companies in the world. TEN's diversified energy fleet currently consists of 82 vessels, including ten DP2 shuttle tankers, three VLCCs, one scrubber fitted suezmax vessel, two scrubber-fitted MR product tankers and five scrubber-fitted LR1 tankers under construction, consisting of a mix of crude tankers, product tankers and LNG carriers totaling approx. 11 million dwt. ABOUT FORWARD-LOOKING STATEMENTS Except for the historical information contained herein, the matters discussed in this press release are forward-looking statements that involve risks and uncertainties that could cause actual results to differ materially from those predicted by such forward-looking statements. TEN undertakes no obligation to publicly update any forward-looking statement, whether as a result of new information, future events, or otherwise. For further information, please contact : Company Tsakos Energy Navigation Ltd. George Saroglou President & COO +30210 94 07 710 gsaroglou@tenn.gr Investor Relations / Media Capital Link, Inc. Nicolas Bornozis/ Markella Kara +212 661 7566 ten@capitallink.com
Clean Energy Reports Revenue of $106.1 Million and 61.3 Million RNG Gallons Sold for the Third Quarter of 2025
Clean Energy Reports Revenue of $106.1 Million and 61.3 Million RNG Gallons Sold for the Third Quarter of 2025 NEWPORT BEACH, Calif., Nov. 04 /BusinessWire/ -- Clean Energy Fuels Corp. (NASDAQ:CLNE) ("Clean Energy" or the "Company") today announced its operating results for the third quarter of 2025. Financial Highlights Revenue of $106.1 million in Q3 2025 compared to $104.9 million in Q3 2024. Net loss attributable to Clean Energy for Q3 2025 was $(23.8) million, or $(0.11) per share, on a GAAP (as defined below) basis, compared to $(18.2) million, or $(0.08) per share, for Q3 2024. Adjusted EBITDA (as defined below) was $17.3 million for Q3 2025, compared to $21.3 million for Q3 2024. Cash, Cash Equivalents (less restricted cash) and Short-Term Investments totaled $232.2 million as of September 30, 2025, compared to $217.5 million as of December 31, 2024. Operational and Strategic Highlights Made a strategic investment into Pioneer Clean Fleet Solutions, an early-stage company focused on providing low-carbon leasing and fueling solutions to North American fleets. Clean Energy's investment supports its strategic objective of promoting the adoption of the Cummins X15N natural gas engine. Broke ground on three renewable natural gas ("RNG") production facilities under its Joint Development with Maas Energy Works. These projects span six dairies located in South Dakota, Georgia, Florida and New Mexico, and are expected to produce approximately three million gallons of RNG annually once fully operational. Sold 61.3 million gallons of RNG in Q3 2025, a 3% increase compared to Q3 2024. Commentary by Andrew J. Littlefair, President and Chief Executive Officer "We continued to see year-over-year growth in RNG volumes in the third quarter along with solid financial results, meeting our expectations in line with our raised outlook for 2025 announced in August. On the RNG production side of our business, the operating dairy projects made good progress in increasing their overall volume production. But we feel like there is still room for improved production at these facilities which we are focused on. Construction of the five new dairy RNG projects is coming along very nicely. We remain focused on promoting our best-in-class alternative fuel low-carbon solution and are actively working with numerous fleets on their low-carbon fuel solution. We've added an X15N Freightliner Cascadia as a second demo truck to accommodate demand by fleets. The addition of Pioneer Clean Fleet Solutions as an important new leasing option to make it easier for heavy-duty fleets to take advantage of a low-carbon solution is a confirmation that RNG is a viable affordable alternative. We feel very good about both our upstream and downstream businesses as well as our strong financial footing." Summary and Review of Results The Company's revenue for the third quarter of 2025 was decreased by $16.8 million of non-cash stock-based sales incentive contra-revenue charges ("Amazon warrant charges") related to the warrant issued to Amazon.com NV Investment Holdings LLC (the "Amazon warrant"), compared to Amazon warrant charges of $15.8 million in Q3 2024. Q3 2025 includes $0.0 million of AFTC revenue versus $6.4 million of AFTC in Q3 2024, since AFTC expired on December 31, 2024. Q3 2025 station construction revenues of $9.9 million versus $7.8 million of station construction revenues in Q3 2024. Revenue for Q3 2025 also included an unrealized loss of $0.3 million on commodity swap and customer fueling contracts relating to the Company's truck financing program, compared to an unrealized loss of $1.4 million in Q3 2024. Q3 2025 renewable identification number ("RIN") and low carbon fuel standards ("LCFS") revenues of $11.4 million versus $13.0 million of RIN and LCFS revenues in Q3 2024 reflecting a decrease of $1.6 million. There was a decrease in RIN revenue of $2.8 million principally attributable to lower RIN credit prices, offset partially by higher volume, and a higher share of RIN values in the third quarter of 2025 when compared to that in the same period of 2024. This was offset by an increase in LCFS credits of $1.2 million for the three months ended September 30, 2025 when compared to the same period in 2024 primarily due to a higher share of LCFS values and higher low-CI volume. Net loss attributable to Clean Energy for Q3 2025 included higher Amazon warrant charges when compared to Q3 2024, reflecting higher fuel volumes sold to Amazon in Q3 2025. Q3 2025 losses from equity method investments were higher than Q3 2024 due to the ramp up of operations of our dairy RNG projects. Non-GAAP income (loss) per share (as defined below) for Q3 2025 was $0.00, compared to $0.02 per share for Q3 2024. Adjusted EBITDA was $17.3 million for Q3 2025, compared to $21.3 million for Q3 2024. In this press release, Clean Energy refers to various GAAP (U.S. generally accepted accounting principles) and non-GAAP financial measures. The non-GAAP financial measures may not be comparable to similarly titled measures being used and disclosed by other companies. Clean Energy believes that this non-GAAP information is useful for an understanding of its operating results and the ongoing performance of its business. Non-GAAP income (loss) per share and Adjusted EBITDA are defined below and reconciled to GAAP net income (loss) per share attributable to Clean Energy and GAAP net income (loss) attributable to Clean Energy, respectively. The table below shows GAAP and non-GAAP income (loss) attributable to Clean Energy per share and reconciles GAAP net income (loss) attributable to Clean Energy to the non-GAAP net income (loss) attributable to Clean Energy figure used in the calculation of non-GAAP income (loss) per share: The table below shows Adjusted EBITDA and also reconciles this figure to GAAP net loss attributable to Clean Energy: The tables below present a further breakdown of the above consolidated Adjusted EBITDA: Fuel and Service Volume The following table presents, for the three and nine months ended September 30, 2024 and 2025; the amount of total fuel volume the Company sold to customers with particular focus on RNG volume as a subset of total fuel volume. The following table shows the Company's sources of revenue for the three and nine months ended September 30, 2024 and 2025: 2025 Outlook Our GAAP net loss for 2025 is expected to range from approximately $(217) million to $ (212) million, assuming no unrealized gains or losses on customer contracts relating to the Company's truck financing program and including up to approximately $55 million in accelerated depreciation expense from the removal of certain LNG station assets located at 55 Pilot Flying J locations, $64.3 million representing the one-off, non-cash charge to Goodwill, and Amazon warrant charges estimated to be approximately $63 million. Changes in diesel and natural gas market conditions resulting in unrealized gains or losses on the Company's customer fueling contracts relating to the Company's truck financing program, and significant variations in the vesting of the Amazon warrant could significantly affect the Company's estimated GAAP net loss for 2025. Adjusted EBITDA for 2025 is estimated to range from approximately $60 million to $65 million. These expectations exclude the impact of any acquisitions, divestitures, new joint ventures, transactions and other extraordinary events; and macroeconomic conditions and global supply chain issues. Additionally, the expectations regarding 2025 Adjusted EBITDA assume the calculation of this non-GAAP financial measure in the same manner as described above and adding back the estimated Amazon warrant charges described above and without adjustments for any other items that may arise during 2025 that management deems appropriate to exclude. These expectations are forward-looking statements and are qualified by the statement under "Safe Harbor Statement" below. The tables below present a further breakdown of the above consolidated Adjusted EBITDA: Today's Conference Call The Company will host an investor conference call today at 4:30 p.m. Eastern time (1:30 p.m. Pacific). Investors interested in participating in the live call can dial 1.800.267.6316 from the U.S. (Conference ID: CLEAN) and international callers can dial 1.203.518.9783 (Conference ID: CLEAN). A telephone replay will be available approximately three hours after the call concludes through Thursday, December 4, 2025, by dialing 1.844.512.2921 from the U.S., or 1.412.317.6671 from international locations, and entering Replay Pin Number 11160162. There also will be a simultaneous, live webcast available on the Investor Relations section of the Company's web site at www.cleanenergyfuels.com, which will be available for replay for 30 days. About Clean Energy Fuels Corp. Clean Energy Fuels Corp. is the country's largest provider of the cleanest fuel for the transportation market. Our mission is to decarbonize transportation through the development and delivery of renewable natural gas ("RNG"), a sustainable fuel derived from organic waste. Clean Energy allows thousands of vehicles, from airport shuttles to city buses to waste and heavy-duty trucks, to reduce their amount of climate-harming greenhouse gas. We operate a vast network of fueling stations across the U.S. and Canada. Visit www.cleanenergyfuels.com and follow @ce_renewables on X (formerly known as Twitter). Non-GAAP Financial Measures To supplement the Company's unaudited consolidated financial statements presented in accordance with GAAP, the Company uses non-GAAP financial measures that it calls non-GAAP income (loss) per share ("non-GAAP income (loss) per share") and adjusted EBITDA ("Adjusted EBITDA"). Management presents non-GAAP income (loss) per share and Adjusted EBITDA because it believes these measures provide meaningful supplemental information about the Company's performance for the following reasons: (1) they allow for greater transparency with respect to key metrics used by management to assess the Company's operating performance and make financial and operational decisions; (2) they exclude the effect of items that management believes are not directly attributable to the Company's core operating performance and may obscure trends in the business; and (3) they are used by institutional investors and the analyst community to help analyze the Company's business. In future quarters, the Company may adjust for other expenditures, charges or gains to present non-GAAP financial measures that the Company's management believes are indicative of the Company's core operating performance. Non-GAAP financial measures are limited as an analytical tool and should not be considered in isolation from, or as a substitute for, the Company's GAAP results. The Company expects to continue reporting non-GAAP financial measures, adjusting for the items described below (and/or other items that may arise in the future as the Company's management deems appropriate), and the Company expects to continue to incur expenses, charges or gains like the non-GAAP adjustments described below. Accordingly, unless expressly stated otherwise, the exclusion of these and other similar items in the presentation of non-GAAP financial measures should not be construed as an inference that these costs are unusual, infrequent, or non-recurring. Non-GAAP income (loss) per share and Adjusted EBITDA are not recognized terms under GAAP and do not purport to be an alternative to GAAP income (loss), GAAP income (loss) per share or any other GAAP measure as an indicator of operating performance. Moreover, because not all companies use identical measures and calculations, the Company's presentation of non-GAAP income (loss) per share and Adjusted EBITDA may not be comparable to other similarly titled measures used by other companies. Non-GAAP Income (Loss) Per Share Non-GAAP income (loss) per share, which the Company presents as a non-GAAP measure of its performance, is defined as net income (loss) attributable to Clean Energy Fuels Corp. plus Amazon warrant charges, plus stock-based compensation expense, plus the accelerated depreciation expense from the abandonment of certain LNG station assets located at 55 Pilot Flying J locations, plus (minus) loss (income) from Rimere equity method investment, plus (minus) loss (income) from the SAFE S.p.A. equity method investment, plus (minus) any loss (gain) from changes in the fair value of derivative instruments, plus one-off, non-cash charge to Goodwill, (minus) gain on extinguishment of loan receivable and equity security and minus amortization of investment tax credit from RNG equity method investments, the total of which is divided by the Company's weighted-average common shares outstanding on a diluted basis. The Company's management believes excluding non-cash expenses related to the Amazon warrant charges provides useful information to investors regarding the Company's performance because the Amazon warrant charges are measured based upon a fair value determined using a variety of assumptions and estimates, and the Amazon warrant charges do not affect the Company's operating cash flows related to the delivery and sale of vehicle fuel to its customer. The Company's management believes excluding non-cash expenses related to stock-based compensation provides useful information to investors regarding the Company's performance because of the varying available valuation methodologies, the volatility of the expense (which depends on market forces outside of management's control), the subjectivity of the assumptions and the variety of award types that a company can use, which may obscure trends in a company's core operating performance. In addition, the Company's management believes excluding the results from the Rimere equity method investment is useful to investors because Rimere is an investment belonging to the non-core operations of the Company, and its results are not indicative of the Company's ongoing operations. Similarly, the Company's management believes excluding the non-cash results from the SAFE S.p.A. equity method investment is useful to investors because these charges are not part of or representative of the core operations of the Company. In addition, the Company's management believes excluding the non-cash loss (gain) from changes in the fair value of derivative instruments is useful to investors because the valuation of the derivative instruments is based on a number of subjective assumptions, the amount of the loss or gain is derived from market forces outside of management's control, and the exclusion of these amounts enables investors to compare the Company's performance with other companies that do not use, or use different forms of, derivative instruments. Furthermore, the Company's management believes excluding other income relating to the amortization of investment tax credit from RNG equity method investments is useful to investors because such income is not generated from the core operations of the Company and may obscure trends of the Company's core operations. Adjusted EBITDA Adjusted EBITDA, which the Company presents as a non-GAAP measure of its performance, is defined as net income (loss) attributable to Clean Energy Fuels Corp. plus (minus) income tax expense (benefit), plus interest expense (including any losses from the extinguishment of debt), minus interest income, plus depreciation and amortization expense, plus the accelerated depreciation expense from the abandonment of certain LNG station assets located at 55 Pilot Flying J locations, plus one-off, non-cash charge to Goodwill, minus gain on extinguishment of loan receivable and equity security plus Amazon warrant charges, plus stock-based compensation expense, plus (minus) loss (income) from the Rimere equity method investment, plus (minus) loss (income) from the SAFE S.p.A. equity method investment, plus (minus) any loss (gain) from changes in the fair value of derivative instruments, plus depreciation and amortization expense from RNG equity method investments, plus interest expense from RNG equity method investments, minus interest income from RNG equity method investments, and minus amortization of investment tax credit from RNG equity method investments. The Company's management believes Adjusted EBITDA provides useful information to investors regarding the Company's performance for the same reasons discussed above with respect to non-GAAP income (loss) per share. In addition, management internally uses Adjusted EBITDA to determine elements of executive and employee compensation. Safe Harbor Statement This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, including statements about, among other things, our fiscal 2025 outlook, our volume growth, customer expansion, production sources, joint ventures, governmental regulations, expectations regarding the X15N engine, and the benefits of our fuels. Forward-looking statements are statements other than historical facts and relate to future events or circumstances or the Company's future performance, and are based on the Company's current assumptions, expectations and beliefs concerning future developments and their potential effect on the Company and its business. As a result, actual results, performance or achievements and the timing of events could differ materially from those anticipated in or implied by these forward-looking statements as a result of many factors including, among others: the willingness of fleets and other consumers to adopt natural gas as a vehicle fuel, and the rate and level of any such adoption; the market's perception of the benefits of RNG and conventional natural gas relative to other alternative vehicle fuels; natural gas vehicle and engine cost, fuel usage, availability, quality, safety, convenience, design, performance and residual value, as well as operator perception with respect to these factors, in general and in the Company's key customer markets, including heavy-duty trucking; the Company's ability to further develop and manage its RNG business, including its ability to procure adequate supplies of RNG and generate revenues from sales of such RNG; the Company and its suppliers' ability to successfully develop and operate projects and produce expected volumes of RNG; the impact of a bankruptcy or failure of any source owners at our projects; the Company's dependence on the production of vehicles and engines by manufacturers over which the Company has no control; the long and variable development cycle required to secure ADG RNG from new projects; the potential commercial viability, solvency, financial capacity, and operational capability of livestock waste and dairy farm projects to produce RNG; the Company's history of net losses and the possibility that the Company could incur additional net losses in the future; the Company's and its partners' ability to acquire, finance, construct and develop other commercial projects; the Company's ability to invest in hydrogen stations or modify its fueling stations to reform its RNG to fuel hydrogen and charge electric vehicles; the future supply, demand, use and prices of crude oil, gasoline, diesel, natural gas, and other vehicle fuels, including overall levels of and volatility in these factors; changes in the competitive environment in which we operate, including potentially increasing competition in the market for vehicle fuels generally; the Company's ability to manage and increase its business of transporting and selling CNG for non-vehicle purposes via virtual natural gas pipelines and interconnects, as well as its station design and construction activities; construction, permitting and other factors that could cause delays or other problems at station construction projects; the Company's ability to procure and maintain contracts with government entities; the Company's ability to execute and realize the intended benefits of any acquisitions, divestitures, investments or other strategic relationships or transactions; significant fluctuations in the Company's results of operations, which make it difficult to predict future results of operations; the Company's warranty reserves may not adequately cover its warranty obligations; a future pandemic, epidemic or other infectious disease outbreak; the future availability of and the Company's access to additional capital, which may include debt or equity financing, in the amounts and at the times needed to fund growth in the Company's business and the repayment of its debt obligations (whether at or before their due dates) or other expenditures, as well as the terms and other effects of any such capital raising transaction; the Company's ability to generate sufficient cash flows to repay its debt obligations as they come due; the availability of environmental, tax and other government legislation, regulations, programs and incentives that promote natural gas, such as AFTC, or other alternatives as a vehicle fuel, including long-standing support for gasoline- and diesel-powered vehicles and growing support for electric and hydrogen-powered vehicles that could result in programs or incentives that favor these or other vehicles or vehicle fuels over natural gas; the Company's ability to comply with various registration and regulatory requirements related to its RNG projects; the effect of, or potential for changes to greenhouse gas emissions requirements or other environmental regulations applicable to vehicles powered by gasoline, diesel, natural gas or other vehicle fuels and crude oil and natural gas fueling, drilling, production, transportation or use; the Company's ability to manage the health, safety and environmental risks inherent in its operations; the Company's compliance with all applicable government and environmental regulations; the impact of the foregoing on the trading price of the Company's common stock; the interests of the Company's significant stockholders may differ from the Company's other stockholders; the Company's ability to protect against any material failure, inadequacy, interruption or security failure of its information technology; and general political, regulatory, economic and market conditions. The forward-looking statements made in this press release speak only as of the date of this press release and the Company undertakes no obligation to update publicly such forward-looking statements to reflect subsequent events or circumstances, except as otherwise required by law. The Company's periodic reports filed with the Securities and Exchange Commission (www.sec.gov), including its Quarterly Report on Form 10-Q for the quarter ended September 30, 2025 that the Company expects to file with the Securities and Exchange Commission on or about November 4, 2025, contain additional information about these and other risk factors that may cause actual results to differ materially from the forward-looking statements contained in this press release, and such risk factors may be amended, supplemented or superseded from time to time by other reports the Company files with the Securities and Exchange Commission. 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PEDEVCO Announces Closing of Transformative Merger to Become Premier Rockies Operator
PEDEVCO Announces Closing of Transformative Merger to Become Premier Rockies Operator HOUSTON, Nov. 04, 2025 (GLOBE NEWSWIRE) -- PEDEVCO Corp. (NYSE American: PED), ("PEDEVCO" or the "Company") announced today that it has merged with certain portfolio companies (the "Portfolio Companies") controlled by Juniper Capital Advisors, L.P. (together with affiliates, "Juniper"), which own substantial oil-weighted producing assets and significant leasehold interests with future drilling inventory located in the Northern DJ and Powder River Basins (the "Transaction"). As consideration, PEDEVCO issued 10,650,000 shares of PEDEVCO Series A Convertible Preferred (the "Convertible Preferred Shares") stock, convertible into 106,500,000 shares of common stock of the Company, and PEDEVCO has refinanced the Portfolio Companies' previously outstanding debt and preferred equity. Simultaneously with the closing of the Transaction, PEDEVCO has also closed on a private placement of 6,363,637 Convertible Preferred Shares, raising a total of $35 million in gross cash proceeds (the "Equity Raise"). Upon conversion of the Convertible Preferred Shares, Juniper and certain of its affiliates will own approximately 53% of the combined entity, and the Company is expected to have total debt of approximately $87 million and approximately $10 million in cash, after giving effect to the Transaction and Equity Raise. "We believe that this transaction marks a transformative step for PEDEVCO, positioning us to accelerate a consolidation and growth strategy centered in the Rockies", said J. Douglas Schick, President and CEO of PEDEVCO. "There is significant opportunity to build a leading oil and gas company in the region through both organic growth and the acquisition of assets on terms that we expect to be more attractive than what we are seeing in other areas, including the Permian Basin. We look forward to working with our new team members and the new members of our Board to execute this strategy over the next several years, with a continued focus on increasing shareholder value while continually maintaining a strong balance sheet." "Juniper has been keenly focused on the U.S. Rockies for many years given strong well-level economics across multiple formations, extensive remaining drilling inventory spanning a large geographic area, and diverse ownership of assets," said Edward Geiser, Executive Managing Partner of Juniper. "We believe the newly transformed PEDEVCO, which owns key assets proximal to some of the largest public and private operators, has the opportunity to grow organically through drilling its extensive operated inventory as well as through strategic consolidation. We are excited to be partnered with Doug and the PEDEVCO team, and we look forward to creating significant value for all shareholders over the next several years." Highlights of the Combined Company Positions PEDEVCO as a Premier Publicly-Traded Rockies-Focused Operator: The addition of substantial, oil-weighted, production and a large acreage position across the Northern DJ Basin and Powder River Basin ("PRB"), together with PEDEVCO's existing DJ Basin production and acreage, transforms PEDEVCO into a premier publicly-traded Rockies-focused operator with over 6,500 BOEPD of current production, which is over 80% oil, and over 328,000 net acres.Strong Cash Generation with Extensive Potential Drilling Inventory: The combined company generates significant cash flow, supported by its relatively high percentage oil production and competitive cost structure. With its large acreage position in the DJ Basin and Powder River Basin, combined with the multiple formations being developed in such areas, the Company has identified well over a decade of potential future drilling inventory on its existing position.Low-Cost Operator and Conservative Capital Structure: PEDEVCO remains a low-cost operator with low general and administrative expenses (G&A) and a conservative capital structure, which it expects to maintain in the future. At the closing of the Transaction, PEDEVCO had total debt of approximately $87 million and approximately $10 million in cash.Positioned for Organic Growth and Strategic Consolidation: PEDEVCO has thirty-two wells of varying working interest that have recently been completed or are scheduled to be completed in Q4 2025 and early Q1 2026, which is expected to generate material production growth for the company over the next several months. Additionally, the Company will be focused on strategic consolidation in its areas of focus with such potential acquisitions expected to deliver accretion and operational synergies to the benefit of shareholders, while maintaining a healthy capital structure. Transaction Details PEDEVCO has issued 10,650,000 shares of Series A Convertible Preferred Shares to Juniper. The conversion of the Preferred Shares was subject to approval of the Company's stockholders, which was received on October 30, 2025 (as discussed below), and as such, subject to customary filing and waiting periods under the rules of the Securities and Exchange Commission, and the mailing of a Schedule 14C Definitive Information Statement ("Stockholder Approval Effective Time") following the closing of the Transaction, will automatically convert into 106.5 million shares of common stock, representing approximately 53% of the combined entity, when taking into account the Preferred Shares sold in the private placement discussed below. PEDEVCO has received shareholder consent from the majority of its existing shareholders, including its Chairman and majority shareholder, Dr. Simon Kukes, who beneficially owned approximately 65% of the Company's common stock prior to the closing of the Transaction, approving the conversion of the Preferred Shares issued to Juniper and in the equity raise. Following the closing and upon the effectiveness of the actions undertaken by shareholder consent, including the conversion of the Series A Convertible Preferred Shares, PEDEVCO expects to have total debt of approximately $87 million and approximately $10 million in cash, and approximately 266 million shares of common stock outstanding. Corporate Governance Upon the closing of the Transaction, Josh Schmidt, Partner and Chief Operating Officer of Juniper, as well as Martyn Willsher and Kristel Franklin, both independent directors, joined PEDEVCO's Board of Directors. Dr. Simon Kukes, John J. Scelfo, and H. Douglas Evans stepped down from the Board. J. Douglas Schick and John K. Howie both remain on the Board of Directors, and Edward Geiser, Juniper's Managing Partner, is expected to join the six-person Board of Directors when the Convertible Preferred Shares are converted to common shares, which is expected to occur in the coming months. PEDEVCO's management team will lead the combined company with the addition of Reagan Tuck ("RT") Dukes as Chief Operating Officer and Robert ("Bobby") J. Long as Chief Financial Officer. Mr. Dukes and Mr. Long were previously CEO and CFO, respectively, of the Portfolio Companies. At closing, PEDEVCO also brought on a total of twelve additional employees who were previously employees of the Portfolio Companies, which the Company expects to allow for seamless integration. Financing At closing, PEDEVCO increased its borrowing base under its existing $250 million reserve-based lending facility with Citibank from $20 million to $120 million and has drawn approximately $87 million against that facility to help fund the Transaction. PEDEVCO has also completed a $35 million private placement of Preferred Shares that, upon conversion, will result in the issuance of 63,636,370 million shares of common stock. Participants in this placement include Juniper and PEDEVCO's senior management team, including Dr. Simon Kukes, J. Douglas Schick, President & CEO, Clark R. Moore, Executive Vice President and General Counsel, and Chief Commercial Officer, Jody Crook, as well as new management team members RT Dukes and Robert J. Long. The proceeds of this equity offering have been applied to the Transaction consideration to maintain a conservative balance sheet, while positioning the Company for future growth. All Preferred Shares, related to the Transaction and the Equity Raise, are expected to be converted to common stock simultaneously. Advisors Roth Capital Partners served as financial advisor, and K&L Gates and The Loev Law Firm, PC served as legal advisors, to PEDEVCO. Stephens Inc. served as financial advisor, and Gibson, Dunn & Crutcher LLP served as legal advisor, to Juniper. Conference Call A conference call and webcast are planned for 11:30 a.m. ET (8:30 a.m. PT) on Wednesday, November 5, 2025. To participate in the call, dial 888-506-0062 (International: 973-528-0011) and use participant access code: 108929 or access via webcast at www.pedevco.com. Participants may also pre-register for the conference call at https://www.webcaster5.com/Webcast/Page/2436/53185. A replay of the teleconference will be available for approximately 90 days. Cautionary Statement Regarding Forward Looking Statements This press release may contain forward-looking statements, including information about management's view of PEDEVCO's future expectations, plans and prospects, within the meaning of the federal securities laws, including the safe harbor provisions under The Private Securities Litigation Reform Act of 1995 (the "Act"). In particular, when used in the preceding discussion, the words "may," "could," "expect," "intend," "plan," "seek," "anticipate," "believe," "estimate," "predict," "potential," "continue," "likely," "will," "would" and variations of these terms and similar expressions, or the negative of these terms or similar expressions are intended to identify forward-looking statements within the meaning of the Act and such laws, and are subject to the safe harbor created by the Act and applicable laws. Any statements made in this news release other than those of historical fact, about an action, event or development, are forward-looking statements. These statements involve known and unknown risks, uncertainties, and other factors, which may cause the results of PEDEVCO and its subsidiaries to be materially different than those expressed or implied in such statements. The forward-looking statements include projections and estimates of the Company's corporate strategies, future operations, development plans and programs, including the costs thereof, drilling locations, estimated oil, natural gas and natural gas liquids production, price realizations, projected operating, general and administrative and other costs, projected capital expenditures, efficiency and cost reduction initiative outcomes, statements regarding future production, costs and cash flows, liquidity and our capital structure, PEDEVCO's ability to integrate the Juniper assets, operations, and personnel into PEDEVCO's business following the closing of the Transaction, PEDEVCO's ability to service the debt assumed in the Transaction, the expected benefits of the Transaction, dilution caused by the conversion of the Convertible Preferred Shares, certain board appointment rights provided in the Transaction, potential lawsuits regarding the Transaction, potential adverse reactions or changes to business relationships resulting from the completion of the Transaction; and uncertainty as to the long-term value of the common stock of the Company following the closing of the Transaction. We have based these forward-looking statements on our current expectations and assumptions and analyses made by us in light of our experience and our perception of historical trends, current conditions and expected future developments, as well as other factors we believe are appropriate under the circumstances. However, whether actual results and developments will conform with our expectations and predictions is subject to a number of risks and uncertainties, including the volatility of oil and natural gas prices, our success in discovering, estimating, developing and replacing oil and natural gas reserves, risks of our operations not being profitable or generating sufficient cash flow to meet our obligations; risks relating to the future price of oil, natural gas and NGLs; risks related to the status and availability of oil and natural gas gathering, transportation, and storage facilities; risks related to changes in the legal and regulatory environment governing the oil and gas industry, and new or amended environmental legislation and regulatory initiatives; risks relating to crude oil production quotas or other actions that might be imposed by the Organization of Petroleum Exporting Countries and other producing countries; technological advancements; changing economic, regulatory and political environments in the markets in which the Company operates; general domestic and international economic, market and political conditions, including the military conflict between Russia and Ukraine and the global response to such conflict; actions of competitors or regulators; the potential disruption or interruption of the Company's operations due to war, accidents, political events, severe weather, cyber threats, terrorist acts, or other natural or human causes beyond the Company's control; risks related to the need for additional capital to complete future acquisitions, conduct our operations, and fund our business on favorable terms, if at all, the availability of such funding and the costs thereof; risks related to the limited control over activities on properties we do not operate and the speculative nature of oil and gas operations in general; risks associated with the uncertainty of drilling, completion and enhanced recovery operations; risks associated with illiquidity and volatility of our common stock, dependence upon present management, the fact that Juniper Capital Advisors, L.P. and its affiliates, and Dr. Simon G. Kukes, beneficially own a significant portion of our common stock; our ability to maintain the listing of our common stock on the NYSE American; pandemics, governmental responses thereto, economic downturns and possible recessions caused thereby; inflationary risks and recent increased interest rates, and the risks of recessions and economic downturns caused thereby or by efforts to reduce inflation; risks related to military conflicts in oil producing countries; changes in economic conditions; limitations in the availability of, and costs of, supplies, materials, contractors and services that may delay the drilling or completion of wells or make such wells more expensive; the amount and timing of future development costs; the availability and demand for alternative energy sources; regulatory changes, including those related to carbon dioxide and greenhouse gas emissions; and others that are included from time to time in filings made by PEDEVCO with the Securities and Exchange Commission, many of which are beyond our control, including, but not limited to, in the "Risk Factors" and "Cautionary Note Regarding Forward-Looking Statements" sections of its Form 10-Ks and Form 10-Qs and in its Form 8-Ks, which it has filed, and files from time to time, with the U.S. Securities and Exchange Commission, including, but not limited to its Annual Report on Form 10-K for the year ended December 31, 2024 and its Quarterly Report on Form 10-Q for the quarter ended June 30, 2025. These reports are available at www.sec.gov. The Company cautions that the foregoing list of important factors is not complete. All subsequent written and oral forward-looking statements attributable to the Company or any person acting on behalf of the Company are expressly qualified in their entirety by the cautionary statements referenced above. Other unknown or unpredictable factors also could have material adverse effects on PEDEVCO's future results and/or could cause our actual results and financial condition to differ materially from those indicated in the forward-looking statements. The forward-looking statements included in this press release are made only as of the date hereof. PEDEVCO cannot guarantee future results, levels of activity, performance or achievements. Accordingly, you should not place undue reliance on these forward-looking statements. We undertake no obligation to update publicly any of these forward-looking statements to reflect actual results, new information or future events, changes in assumptions or changes in other factors affecting forward-looking statements, except to the extent required by applicable laws. If we update one or more forward-looking statements, no inference should be drawn that we will make additional updates with respect to those or other forward-looking statements. The internal projections, expectations, or beliefs underlying our 2025 capital budget are subject to change in light of numerous factors, including, but not limited to, the prevailing prices of oil and gas, actions taken by businesses and governments, ongoing results, prevailing economic circumstances, commodity prices, and industry conditions and regulations. Important Additional Information Regarding the Transactions Will Be Filed With the SEC In connection with the Transaction and Equity Raise described above (collectively, the "Transactions"), PEDEVCO will file an Information Statement with the Securities and Exchange Commission (SEC). The definitive Information Statement will be sent to the shareholders of PEDEVCO. PEDEVCO may also file other documents with the SEC regarding the Transactions. INVESTORS AND SECURITY HOLDERS OF PEDEVCO ARE ADVISED TO CAREFULLY READ THE INFORMATION STATEMENT WHEN IT BECOMES AVAILABLE BECAUSE IT WILL CONTAIN IMPORTANT INFORMATION ABOUT THE TRANSACTIONS, THE PARTIES TO THE TRANSACTIONS AND THE RISKS ASSOCIATED WITH THE TRANSACTION. Investors and security holders may obtain a free copy of the Information Statement (when available) and other relevant documents filed by PEDEVCO with the SEC from the SEC's website at www.sec.gov. Security holders and other interested parties will also be able to obtain, without charge, a copy of the Information Statement and other relevant documents (when available) by (1) directing your written request to: 575 N. Dairy Ashford, Suite 210, Houston, Texas 77079 or (2) contacting our Investor Relations department by telephone at (713) 221-1768. Copies of the documents filed by the Company with the SEC will be available free of charge on the Company's website at www.pedevco.com. About PEDEVCO Corp. PEDEVCO is a publicly-traded energy company engaged in the acquisition and development of strategic, high growth energy projects in the United States. The Company's principal assets are its D-J Basin Asset located in the D-J Basin in Weld and Morgan Counties, Colorado and Southeastern Wyoming, and its San Andres Asset located in the Northwest Shelf of the Permian Basin in eastern New Mexico. PEDEVCO is headquartered in Houston, Texas. More information about PEDEVCO can be found at www.pedevco.com. About Juniper Capital Advisors, L.P. Juniper Capital is an energy investment firm based in Houston, Texas with approximately $1.7 billion of cumulative equity commitments as of February 2025. Juniper is focused on working with high-quality management teams to provide equity capital to demonstrate the value and productive potential of oil and gas properties located primarily in the continental United States. CONTACT: PEDEVCO Corp.(713) 221-1768PR@pedevco.com SOURCE: PEDEVCO Corp.
Halper Sadeh LLC Encourages WOW, COMP, HOUS, VTLE Shareholders to Contact the Firm to Discuss Their Rights
Halper Sadeh LLC Encourages WOW, COMP, HOUS, VTLE Shareholders to Contact the Firm to Discuss Their Rights Shareholders should contact the firm immediately as there may be limited time to enforce your rights. NEW YORK, Nov. 4, 2025 /PRNewswire/ -- Halper Sadeh LLC, an investor rights law firm, is investigating the following companies for potential violations of the federal securities laws and/or breaches of fiduciary duties to shareholders relating to: WideOpenWest, Inc. (NYSE: WOW)'s sale to affiliates of DigitalBridge Investments, LLC and Crestview Partners for $5.20 per share. If you are a WideOpenWest shareholder, click here to learn more about your rights and options. Compass, Inc. (NYSE: COMP)'s merger with and Anywhere Real Estate Inc. Upon completion of the proposed transaction, current Compass shareholders will own approximately 78% of the combined company. If you are a Compass shareholder, click here to learn more about your legal rights and options. Anywhere Real Estate Inc. (NYSE: HOUS)'s sale to Compass, Inc. for 1.436 shares of Compass Class A common stock per share of Anywhere common stock. Upon completion of the proposed transaction, current Anywhere shareholders will own approximately 22% of the combined company. If you are an Anywhere shareholder, click here to learn more about your rights and options. Vital Energy, Inc. (NYSE: VTLE)'s sale to Crescent Energy Company for 1.9062 shares of Crescent Class A common stock for each share of Vital common stock. If you are a Vital shareholder, click here to learn more about your rights and options. Halper Sadeh LLC may seek increased consideration for shareholders, additional disclosures and information concerning the proposed transaction, or other relief and benefits on behalf of shareholders. We would handle the action on a contingent fee basis, whereby you would not be responsible for out-of-pocket payment of our legal fees or expenses. Shareholders are encouraged to contact the firm free of charge to discuss their legal rights and options. Please call Daniel Sadeh or Zachary Halper at (212) 763-0060 or email sadeh@halpersadeh.com or zhalper@halpersadeh.com. Halper Sadeh LLC represents investors all over the world who have fallen victim to securities fraud and corporate misconduct. Our attorneys have been instrumental in implementing corporate reforms and recovering millions of dollars on behalf of defrauded investors. Attorney Advertising. Prior results do not guarantee a similar outcome. Contact Information:Halper Sadeh LLCDaniel Sadeh, Esq.Zachary Halper, Esq.(212) 763-0060sadeh@halpersadeh.comzhalper@halpersadeh.comhttps://www.halpersadeh.com View original content to download multimedia:https://www.prnewswire.com/news-releases/halper-sadeh-llc-encourages-wow-comp-hous-vtle-shareholders-to-contact-the-firm-to-discuss-their-rights-302604138.html SOURCE Halper Sadeh LLP
Gevo Completes Sale of Luverne, Minnesota, Ethanol Facility to A.E. Innovation, Retains Isobutanol Assets for Future Innovation
Gevo Completes Sale of Luverne, Minnesota, Ethanol Facility to A.E. Innovation, Retains Isobutanol Assets for Future Innovation ENGLEWOOD, Colo., Nov. 04, 2025 (GLOBE NEWSWIRE) -- Gevo, Inc. (NASDAQ: GEVO) is pleased to announce that it has completed the sale transaction of Agri-Energy, LLC ("Agri"), a wholly owned subsidiary of Gevo, to A.E. Innovation, LLC ("A.E."). The transaction includes Agri's 18-million-gallon-per-year ethanol-production facility and a portion of the adjacent land, located in Luverne, Minnesota. For Gevo, this is a divestiture of a non-core asset that provided $2 million in cash up front and $5 million in future cash installments, while saving annual idling costs of approximately $3 million per year. Under the terms of the sale, Gevo retained ownership of the majority of the isobutanol production assets onsite and approximately 30 acres of land. A.E., an agriculture-oriented buyer group located in Minnesota, acquired Agri with the intent to restart ethanol production at the plant, which has been idled since March 2020. A.E. intends to use the site to produce ethanol, and to make the site available for other companies to scale up new technologies and ideas as an innovation site. Gevo's retained assets at the site would allow the company to continue to utilize its differentiated and patented fermentation technologies with capacity to produce 1 million gallons per year of low-carbon isobutanol for use in chemicals markets, as feedstock for racing fuels, gasoline, and jet fuel. About Gevo Gevo is a next-generation diversified energy company committed to fueling America's future with cost-effective, drop-in fuels that contribute to energy security, abate carbon, and strengthen rural communities to drive economic growth. Gevo's innovative technology can be used to make a variety of renewable products, including SAF, motor fuels, chemicals, and other materials that provide U.S.-made solutions. Gevo's business model includes developing, financing, and operating production facilities that create jobs and revitalize communities. Gevo owns and operates an ethanol plant with an adjacent carbon capture, utilization, and sequestration ("CCUS") facility and Class VI carbon-storage well. We also own and operate one of the largest dairy-based RNG facilities in the United States, turning by-products into clean, reliable energy. Additionally, Gevo developed the world's first production facility for specialty alcohol-to-jet ("ATJ") fuels and chemicals operating since 2012. Gevo is currently developing the world's first large-scale ATJ facility to be co-located at our North Dakota site. Gevo's market-driven "pay for performance" approach regarding carbon and other sustainability attributes helps deliver value to our local economies. Through its Verity subsidiary, Gevo provides transparency, accountability, and efficiency in tracking, measuring, and verifying various attributes throughout the supply chain. By strengthening rural economies, Gevo is working to secure a self-sufficient future and to make sure value is brought to the market. For more information, see www.gevo.com. Forward Looking Statements This release contains "forward-looking statements" within the meaning of the federal securities laws. All statements other than statements of historical fact are forward-looking statements, including statements related to the future cash payments to Gevo, and future plans and abilities of the assets Gevo retained in the transaction. These statements relate to analyses and other information, which are based on forecasts of future results or events and estimates of amounts not yet determinable. We claim the protection of The Private Securities Litigation Reform Act of 1995 for all forward-looking statements in this release. These forward-looking statements are identified by the use of terms and phrases such as "anticipate," "assume," "believe," "estimate," "expect," "goal," "intend," "plan," "potential," "predict," "project," "target" and similar terms and phrases or future or conditional verbs such as "could," "may," "should," "will," and "would." However, these words are not the exclusive means of identifying such statements. Although we believe that our plans, intentions and other expectations reflected in or suggested by such forward-looking statements are reasonable, we cannot assure you that we will achieve those plans, intentions or expectations. All forward-looking statements are subject to risks and uncertainties that may cause actual results or events to differ materially from those that we expected. Important factors that could cause actual results or events to differ materially from our expectations, or cautionary statements, include among others, markets for isobutanol based fuels; changes in legislation or government regulations affecting the technologies or the parties; and other risk factors or uncertainties identified from time to time in Gevo's filings with the US Securities and Exchange Commission ("SEC"). All written and oral forward-looking statements attributable to us, or persons acting on our behalf, are expressly qualified in their entirety by the cautionary statements identified above and in the section entitled "Risk Factors" and elsewhere in our Annual Report on Form 10-K for the year ended December 31, 2024 as well as other cautionary statements that are made from time to time in our other SEC filings and public communications. You should evaluate all forward-looking statements made in this release in the context of these risks and uncertainties. We caution you that the important factors referenced above may not reflect all of the factors that could cause actual results or events to differ from our expectations. In addition, we cannot assure you that we will realize the results or developments we expect or anticipate or, even if substantially realized, that they will result in the consequences or affect us or our operations in the way we expect. The forward-looking statements included in this release are made only as of the date hereof. We undertake no obligation to publicly update or revise any forward-looking statement as a result of new information, future events or otherwise, except as otherwise required by law. Media ContactHeather L. ManuelVP, Stakeholder Engagement & PartnershipsPR@gevo.com IR ContactEric FreyVP of Finance & StrategyIR@Gevo.com
Trio Petroleum Corp. (TPET) Announces Strategic Acquisition of Cash Flow positive production in Alberta
Trio Petroleum Corp. (TPET) Announces Strategic Acquisition of Cash Flow positive production in Alberta Malibu, California, Nov. 04, 2025 (GLOBE NEWSWIRE) -- Trio Petroleum Corp (NYSE American: TPET) ("Trio" or the "Company"), a California oil and gas company, today is pleased to announce that its wholly owned Canadian Subsidiary Trio Petroleum Canada, Corp. (the 'Company') has acquired a high-value mineral lease covering a quarter section located at NW 7-50-1W4 in Alberta, Canada. This strategic purchase strengthens the company's production base and underscores its ongoing commitment to expanding shareholder value through high-quality, cash-flow positive resource acquisitions. The acquired quarter section includes four fully equipped producing wells, the Company believes will produce 60 to 70* barrels of oil per day. These wells are supported by modern surface facilities and infrastructure, enabling efficient operations and immediate revenue generation. As part of the transaction, the Company has acquired two fully equipped wellbores 100/11-7-50-1W4 and 103/12-7-50-1W4 which will commence production immediately upon completion of license transfers. The remaining two wells, 100/14-7-50-1W4 and 100/13-7-50-1W4, are being held by the Orphan Well Association (OWA) pending a license transfer request to the Alberta Energy Regulator (AER) from the Company when ready to be integrated into its Alberta operations in the coming weeks. Beyond current production, the mineral lease presents multiple re-entry opportunities into existing wellbores, providing a cost-effective pathway to enhance recovery. Additionally, the property hosts several high-potential drilling locations, offering significant long-term development upside and reserve growth. *recent internal report by Andrew Smith, P.Geol APEGA Key Highlights of the NW 7-50-1W4 Acquisition Location: Alberta, CanadaMineral Rights: Quarter Section (160 acres)Current Production: 6070 barrels per day from 4 fully equipped wellsImmediate Activity: Two producing wells (100/11-7-50-1W4 and 103/12-7-50-1W4) to begin production upon license transferFuture Integration: Remaining wells (100/14-7-50-1W4 and 100/13-7-50-1W4) held in the OWA pending license transfer requestUpside Potential: Multiple re-entry and new drilling opportunitiesInfrastructure: Surface facilities in place, minimizing capital requirementsStrategic Fit: Enhances the Company's portfolio of sustainable, cash-flow positive energy assets "This acquisition marks another important milestone as it is the beginning of our expansion plans into Alberta, now that the Company has the ability to operate in the province," said Robin Ross CEO of Trio Petroleum Corp. "The Company has spent this past summer identifying new opportunities in the Canadian oilpatch which generate immediate cash flow. To date we have identified over 1000 barrels of daily production amongst independents which the Company believes is an obtainable target production for 2026. The NW 7-50-1W4 lease provides both near-term production and exceptional long-term growth potential, fully aligned with our strategy to acquire and develop high-quality producing assets that deliver sustainable returns for our shareholders. With our recent approval by the AER to acquire and hold energy licenses in Alberta, we now intend to grow our business as aggressively as possible. Trio remains focused on disciplined growth, leveraging its technical expertise and strong operational capabilities to pursue opportunities that maximize shareholder value." Terms of the Acquisition The stated purchase price of the mineral lease was $150,000 CDN in cash and $150,000 CDN paid in restricted shares of common stock of Trio, subject to Rule 144. An additional $10,000 was paid to the Receiver. About Trio Petroleum Corp Trio Petroleum Corp is an oil and gas exploration and development company in California, Saskatchewan, Alberta and Utah. Cautionary Statement Regarding Forward-Looking Statements All statements in this press release of Trio Petroleum Corp ("Trio") and its representatives and partners that are not based on historical fact are "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995 and the provisions of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended (the "Acts"). In particular, when used in the preceding discussion, the words "estimates," "believes," "hopes," "expects," "intends," "on-track", "plans," "anticipates," or "may," and similar conditional expressions are intended to identify forward-looking statements within the meaning of the Acts and are subject to the safe harbor created by the Acts. Any statements made in this press release other than those of historical fact, about an action, event or development, are forward-looking statements. While management has based any forward-looking statements contained herein on its current expectations, the information on which such expectations were based may change. These forward-looking statements rely on a number of assumptions concerning future events and are subject to a number of risks, uncertainties, and other factors, many of which are outside of the Trio's control, that could cause actual results to materially and adversely differ from such statements. Such risks, uncertainties, and other factors include, but are not necessarily limited to, those set forth in the Risk Factors sections of the Trio reports filed with the Securities and Exchange Commission (SEC). Copies of such documents are available on the SEC's website, www.sec.gov. Trio undertakes no obligation to update these statements for revisions or changes after the date of this press release, except as required by law. Investor Relations Contact:Redwood Empire Financial CommunicationsMichael Bayes(404) 809 4172michael@redwoodefc.com
Marathon Petroleum Corp. Elects Maryann T. Mannen as Chairman of the Board
Marathon Petroleum Corp. Elects Maryann T. Mannen as Chairman of the Board FINDLAY, Ohio, Nov. 4, 2025 /PRNewswire/ -- Marathon Petroleum Corp. (NYSE: MPC) today announced that the board of directors of MPC has elected Maryann T. Mannen, president and chief executive officer and member of the board of directors, as chairman of the board, effective Jan. 1, 2026. Mannen will assume the role of chairman of the board in addition to her current responsibilities. Mannen will succeed Michael J. Hennigan, who has elected to retire as executive chairman and as a member of the board of directors, also effective Jan. 1, 2026. John Surma will continue to serve as independent lead director of the board. "We congratulate Maryann as our new chairman of the board," said Mr. Surma. "We are confident in Maryann's leadership and enthusiastic about our company's direction. We thank Mike for his exemplary service during a period of significant value creation." "Mike's continued leadership and remarkable achievements have been pivotal for MPC's positive trajectory," said Ms. Mannen. "It's an honor to succeed Mike as chairman of the board and to have the opportunity to build on that legacy of leadership and success, taking our performance to the next level. I appreciate the trust our board has placed in me as we look ahead to MPC's future." Mr. Hennigan led MPC as CEO beginning in March 2020 and transitioned from CEO to executive chairman in August 2024. Ms. Mannen has served as CEO since August 2024, after previously serving as president from January 2024, and as executive vice president and chief financial officer between January 2021 and January 2024. About Marathon Petroleum Corporation MPC is a leading, integrated, downstream and midstream energy company headquartered in Findlay, Ohio. The company operates the nation's largest refining system. MPC's marketing system includes branded locations across the United States, including Marathon brand retail outlets. MPC also owns the general partner and majority limited partner interest in MPLX LP, a midstream company that owns and operates gathering, processing, and fractionation assets, as well as crude oil and light product transportation and logistics infrastructure. More information is available at www.marathonpetroleum.com. Investor Relations Contacts: (419) 421-2071Kristina Kazarian, Vice President Finance and Investor RelationsBrian Worthington, Senior Director, Investor RelationsAlyx Teschel, Director, Investor Relations Media Contact: (419) 421-3577Jamal Kheiry, Communications Manager View original content:https://www.prnewswire.com/news-releases/marathon-petroleum-corp-elects-maryann-t-mannen-as-chairman-of-the-board-302603750.html SOURCE Marathon Petroleum Corporation
Civitas Resources Investor Alert By The Former Attorney General Of Louisiana: Kahn Swick & Foti, LLC Investigates Adequacy of Price and Process in Proposed Sale of Civitas Resources, Inc. - CIVI
Civitas Resources Investor Alert By The Former Attorney General Of Louisiana: Kahn Swick & Foti, LLC Investigates Adequacy of Price and Process in Proposed Sale of Civitas Resources, Inc. - CIVI NEW YORK & NEW ORLEANS, Nov. 03 /BusinessWire/ -- Former Attorney General of Louisiana Charles C. Foti, Jr., Esq. and the law firm of Kahn Swick & Foti, LLC ("KSF") are investigating the proposed sale of Civitas Resources, Inc. (NYSE:CIVI) to SM Energy Company (NYSE:SM). Under the terms of the proposed transaction, shareholders of Civitas will receive 1.45 shares of SM Energy common stock for each share of Civitas that they own. KSF is seeking to determine whether this consideration and the process that led to it are adequate, or whether the consideration undervalues the Company. If you believe that this transaction undervalues the Company and/or if you would like to discuss your legal rights regarding the proposed sale, you may, without obligation or cost to you, e-mail or call KSF Managing Partner Lewis S. Kahn (lewis.kahn@ksfcounsel.com) toll free at any time at 855-768-1857, or visit https://www.ksfcounsel.com/cases/nyse-civi/ to learn more. To learn more about KSF, whose partners include the Former Louisiana Attorney General, visit www.ksfcounsel.com. CONNECT WITH US: Facebook || Instagram || YouTube || TikTok || LinkedIn View source version on businesswire.com: https://www.businesswire.com/news/home/20251103913494/en/ back
Tidewater Announces Earnings Release and Conference Call
Tidewater Announces Earnings Release and Conference Call HOUSTON, Nov. 03 /BusinessWire/ -- Tidewater Inc. (NYSE:TDW) ("Tidewater" or the "Company") announced today that it will release financial results for the three months ending September 30, 2025, on Monday, November 10, 2025 after market close. An earnings conference call has been scheduled for Tuesday, November 11, 2025, at 8:00 a.m. Central Time, during which President and Chief Executive Officer Quintin Kneen will discuss results for the three months ending September 30, 2025. Investors and interested parties may listen to the earnings conference call via telephone by calling +1.800.715.9871 if calling from the U.S. or Canada (+1.647.932.3411 if calling from outside the U.S.) and provide Conference ID: 8745688 prior to the scheduled start time. A live webcast of the call will also be available in the Investor Relations section of Tidewater's website at investor.tdw.com. A replay of the conference call will be available beginning at 11:00 a.m. Central Time on November 11, 2025. To access the replay, access the Investor Relations section of Tidewater's website at investor.tdw.com. The conference call will contain forward-looking statements in addition to statements of historical fact. The actual achievement of any forecasted results or the unfolding of future economic or business developments in a way anticipated or projected by the Company involves numerous risks and uncertainties that may cause the Company's actual performance to be materially different from that stated or implied in the forward-looking statements. Such risks and uncertainties include, among other things, risks associated with the general nature of the oilfield service industry and other factors discussed within the "Risk Factors" section of Tidewater's most recent Forms 10-Q and 10-K. Tidewater owns and operates the largest fleet of offshore support vessels in the industry, with more than 65 years of experience supporting offshore energy exploration, production and offshore wind activities worldwide. To learn more, visit www.tdw.com. View source version on businesswire.com: https://www.businesswire.com/news/home/20251103888223/en/ back
Innovex Announces Third Quarter 2025 Results
Innovex Announces Third Quarter 2025 Results HOUSTON, Nov. 03 /BusinessWire/ -- Innovex International, Inc. (NYSE:INVX) ("Innovex," the "Company" or "we") today announced financial and operating results for the third quarter of 2025. This press release features multimedia. View the full release here: https://www.businesswire.com/news/home/20251103731415/en/Innovex Announces Third Quarter 2025 Results. Revenue of $240 million, up 7% quarter over quarter. Third Quarter Highlights Revenue of $240 million, up 7% quarter over quarter Net Income of $39 million, net income margin of 16% Adjusted EBITDA1 of $44 million and Adjusted EBITDA Margin1 of 18% Net Cash Provided by Operating Activities of $48 million Free Cash Flow1 of $37 million Income from Operations of $134 million (twelve months ended September 30, 2025) Return on Capital Employed1 of 13% Closed on sale of legacy Dril-Quip Eldridge Facility for $90.0 million Signed agreement to become exclusive subsea wellhead provider for OneSubsea Adam Anderson, CEO commented, "In the third quarter the company made significant progress on our key strategic initiatives, which should continue to drive market share gains near term, as well as a step change in margins over the mid-term. We continued to increase our market share in the U.S. Land market after successfully integrating Citadel and outperforming relatively flat US land activity. During the quarter we made significant progress on the transformation of the subsea product line. The closing of the sale of our Eldridge facility is a foundational element of our plan to drive a step change in subsea margins, although facility relocation costs did weigh on margins in the current quarter. On-time delivery for our subsea business continued to improve- achieving 76% in the quarter- with line of sight to legacy Innovex's historical levels in the back half of next year. We expect to substantially exit the Eldrige facility by year end, which will enable further improvement in our operating results in 2026. This operational momentum is driving commercial success- as evidenced by our new partnership with OneSubsea. As the exclusive wellhead provider on bundled subsea packages, Innovex expects to meaningfully grow our already strong position in the subsea wellhead market. These achievements highlight the momentum we are building across the Innovex platform as we continue to execute on our long-term goals of growth, operational excellence, and margin expansion." Kendal Reed, CFO continued, "Our capital-light business model and disciplined cost control allowed us to maintain strong free cash flow and healthy margins despite ongoing macro uncertainty. Closing the Eldridge facility sale generated $87 million in net proceeds1 ,further strengthening our net cash position and giving us significant flexibility to pursue high-return opportunities. Our balance sheet strength provides us with optionality as we evaluate a robust M&A pipeline of capital-efficient businesses that align with our stringent requirements. We have remaining authorization to repurchase up to approximately $90.7 million of our shares and continue to evaluate share repurchases against a robust M&A pipeline of capital-efficient businesses that align with our `big impact, small ticket' product strategy." Operational & Financial Results Kendal Reed, CFO continued, "We continue to manage supply chains and contracts to minimize any exposure to tariffs. The increase in our SG&A and capex sequentially related primarily to incremental costs associated with the exit of the Eldridge facility and the inclusion of a full quarter of Citadel results. We expect costs related to the Eldridge facility exit to continue into Q4 and expect to be substantially moved out of this legacy facility by the end of the year. As discussed previously, we believe exiting this facility unlocks the first major step in our aspirations of mid 20s EBITDA Margins. Importantly, the near-term costs are far outweighed by the cash proceeds from the sale and the potential for higher margins that is unlocked by a streamlined manufacturing footprint." Adam Anderson, CEO concluded, "I am pleased with the market share gains in US land, as well as an improving outlook for our international business. Our differentiated product suite continues to drive value for our customers. In Abu Dhabi, for instance, multiple Innovex technologies were instrumental in drilling a 54,000 foot well - a record for the region. Despite soft activity in Saudi Arabia during the quarter, we have made tangible progress in growing our market position, which we anticipate to be evident in our results by early 2026. We also made significant subsea products deliveries into the Middle East during the quarter. We executed well against our mid-cycle playbook, as we continued growing market share organically, generating cash, and evaluating exciting inorganic opportunities for further, high return growth. We look forward to sharing more in the coming quarters." Balance Sheet, Debt, Cash Flow & Other Net cash provided by operating activities was $48 million and capital expenditures were $12 million (approximately 5% of revenue) for the third quarter of 2025. The incremental increase in capex was primarily related to short-term facility consolidation efforts. Innovex generated free cash flow of $37 million during the third quarter of 2025 and ended the quarter with $163 million of cash and cash equivalents and $26 million of total debt. Innovex ended the quarter with $132.8 million of availability under its revolving credit facility. Innovex maintains conservative levels of leverage and ample liquidity to maximize strategic flexibility and to capitalize on M&A opportunities that meet our stringent quantitative and qualitative characteristics. Return on Capital Employed ("ROCE") Innovex's efficient capital allocation and capital-light business model enable the Company to generate strong returns on our invested capital. Income from operations for the twelve months ended September 30, 2025 was $134 million. Return on Capital Employed ("ROCE") for the twelve months ended September 30, 2025 was 13%. We remain focused on capital efficiency, which we believe is a key driver of sustainable value creation for our stockholders. Q4 2025 Guidance Looking to the fourth quarter of 2025, Innovex expects to generate $235 - $245 million in total revenue. Innovex expects to generate Adjusted EBITDA of $42 - $47 million in the fourth quarter of 2025. Conference Call Details Management will host a conference call and a webcast to discuss the financial results on November 4, 2025, at 10:00 a.m. Eastern Daylight Time / 9:00 a.m. Central Daylight Time. The presentation is open to all interested parties and may include forward-looking information. To access the call, please dial in approximately ten minutes before the start of the call. Date / Time: November 4, 2025 - 9:00 AM Central Time Webcast: https://events.q4inc.com/attendee/627013927 U.S. Toll-Free Dial-In: (800) 715-9871 International Dial-In: +1 (646) 307-1963 Conference ID: 6263613 For those unable to participate in the live call, an audio replay will be available following the call through midnight Tuesday, November 11, 2025. To access the replay, please call (800) 770-2030 or +1 (609) 800-9909 (International) and enter playback ID 6263613 followed by the # key. A replay of the webcast will also be archived shortly after the call and can be accessed on the Company's website. About Innovex International, Inc. Innovex International, Inc (NYSE: INVX) is a Houston-based company established in 2024 following the merger of Dril-Quip, Inc and Innovex Downhole Solutions, Inc. Our comprehensive portfolio extends throughout the lifecycle of the well, and innovative product integration ensures seamless transitions from one well phase to the next, driving efficiency, lowering cost, and reducing the rig site service footprint for the customer. With locations throughout North America, Latin America, Europe, the Middle East and Asia, no matter where you need us, our team is readily available with technical expertise, conventional and innovative technologies, and ever-present customer service. Forward-Looking Statements Certain statements contained in this press release and oral statements made regarding the matters addressed in this release constitute "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements are subject to risks, uncertainties and other factors, many of which are outside of Innovex's control, that could cause actual results to differ materially from the results discussed in the forward-looking statements. Forward-looking statements can be identified by the use of forward-looking terminology including "may," "believe," "expect," "intend," "anticipate," "plan," "should," "estimate," "continue," "potential," "will," "hope" or other similar words and include the Company's expectation of future performance contained herein. These statements discuss future expectations, contain projections of results of operations or of financial condition, or state other "forward-looking" information, including without limitation statements regarding the expected benefits of the sale of the Eldridge facility. You are cautioned not to place undue reliance on any forward-looking statements, which can be affected by assumptions used or by risks or uncertainties. Consequently, no forward-looking statements can be guaranteed. When considering these forward-looking statements, you should keep in mind the risks related to the Company's merger and acquisition activities, including the ultimate outcome and results of integrating operations, the effects of the Company's merger and acquisition activities (including the Company's future financial condition, results of operations, strategy and plans), potential adverse reactions or changes to business relationships resulting from the completion of mergers and acquisitions, expected benefits from mergers and acquisition and the ability of the Company to realize those benefits, the significant costs required to integrate operations, whether merger or acquisition-related litigation will occur and, if so, the results of any litigation, settlements and investigations, operating hazards, natural disasters, weather-related delays, casualty losses and other matters beyond our control; acts of terrorism, war or political or civil unrest in the United States or elsewhere; loss or corruption of our information or a cyberattack on our computer systems; the risks related to economic conditions and other factors noted in the Company's Annual Report on Form 10-K, any Quarterly Reports on Form 10-Q and the other documents that the Company files with the Securities and Exchange Commission. The risk factors and other factors noted therein could cause actual results to differ materially from those contained in any forward-looking statement. Innovex disclaims any duty to update and does not intend to update any forward-looking statements, all of which are expressly qualified by the statements in this section, to reflect events or circumstances after the date of this press release, except as may be required by law. Non-GAAP Measures Adjusted EBITDA and Adjusted EBITDA Margin We define Adjusted EBITDA (a non-GAAP measure) as net income before interest expense, income tax expense, depreciation and amortization, (gain)/loss on sale of assets and other expense, net, further adjusted to exclude certain items which we believe are not reflective of our ongoing performance or which are non-cash in nature. Management uses Adjusted EBITDA to assess the profitability of our business operations and to compare our operating performance to our competitors without regard to the impact of financing methods and capital structure and excluding costs that management believes do not reflect our ongoing operating performance. We track Adjusted EBITDA on an absolute dollar basis and as a percentage of revenue, which we refer to as Adjusted EBITDA Margin. Free Cash Flow We also utilize Free Cash Flow (a non-GAAP measure) to evaluate the cash generated by our operations and results of operations. We define Free Cash Flow as net cash provided by operating activities less capital expenditures, as presented in our Consolidated Statements of Cash Flows. Management believes Free Cash Flow is useful because it demonstrates the cash that was available in the period that was in excess of our needs to fund our capital expenditures. We track Free Cash Flow both on an absolute dollar basis and as a percentage of revenue. Free Cash Flow does not represent our residual cash flow available for discretionary expenditures, as we have non-discretionary expenditures, including, but not limited to, principal payments required under the terms of our credit facility, which are not deducted in calculating Free Cash Flow. Return on Capital Employed (ROCE) We utilize Return on Capital Employed ("ROCE") (a non-GAAP measure) to assess the effectiveness of our capital allocation over time and to compare our capital efficiency to our competitors. We define ROCE as Income from Operations, before acquisition and integration costs and after tax (resulting in Adjusted Income from Operations, after tax) divided by average capital employed. Capital employed is defined as the combined values of debt and stockholders' equity. Adjusted EBITDA, Adjusted EBITDA Margin, Free Cash Flow and ROCE do not represent and should not be considered alternatives to, or more meaningful than, net income and net cash provided by operating activities, or any other measure of financial performance presented in accordance with GAAP as measures of our financial performance. Our computation of Adjusted EBITDA, Free Cash Flow and ROCE may differ from computations of similarly titled measures of other companies. For a reconciliation of these non-GAAP measures to the most directly comparable GAAP measure, see tables below. Management has provided outlook regarding Adjusted EBITDA, which is a non-GAAP financial measure and excludes certain charges. A reconciliation of this non-GAAP financial measure to the corresponding GAAP financial measure has not been provided because guidance for the various reconciling items is not provided. The Company is unable to provide guidance for these reconciling items because they cannot determine their probable significance, as certain items are outside of the Company's control and cannot be reasonably predicted since these items could vary significantly from period to period. Accordingly, reconciliations to the corresponding GAAP financial measures are not available without unreasonable effort. View source version on businesswire.com: https://www.businesswire.com/news/home/20251103731415/en/ back
Crescent Energy Reports Third Quarter 2025 Results
Crescent Energy Reports Third Quarter 2025 Results HOUSTON, Nov. 03 /BusinessWire/ -- Crescent Energy Company (NYSE:CRGY) ("Crescent" or the "Company") today announced financial and operating results for the third quarter of 2025. Crescent's earnings release and supplemental earnings presentation can be found at www.crescentenergyco.com. The Company's third quarter 2025 conference call is planned for 10 a.m. CT (11 a.m. ET) on Tuesday, November 4, 2025. About Crescent Energy Company Crescent is a differentiated U.S. energy company committed to delivering value for shareholders through a disciplined growth through acquisition strategy and consistent return of capital. Our long-life, balanced portfolio combines stable cash flows from low-decline production with deep, high-quality development inventory. The Company's investing and operating activities are focused in Texas and the Rocky Mountain region. For additional information, please visit www.crescentenergyco.com. View source version on businesswire.com: https://www.businesswire.com/news/home/20251103764253/en/ back
Atlas Energy Solutions Announces Order of 240 Megawatts of Power Generation Equipment to Provide Long-term Power Solutions
Atlas Energy Solutions Announces Order of 240 Megawatts of Power Generation Equipment to Provide Long-term Power Solutions AUSTIN, Texas, Nov. 03 /BusinessWire/ -- Atlas Energy Solutions Inc. (NYSE:AESI) ("Atlas" or the "Company") today announced that it has placed an order of 240 megawatts ("MW") of power generation equipment from a blue-chip equipment provider to facilitate the evolution of its power business into a provider of long-term power solutions to a diversified customer base scanning the breadth of the economy. The equipment package will feature units with nameplate capacity of 4 MW per engine and is scheduled to be delivered in late 2026. John Turner, President & CEO, commented, "The pace at which customer demand for long-term power solutions is growing continues to accelerate. Over the past few months, our tangible opportunity set has expanded and continues to do so daily. To meet this demand, we found it necessary to commit to near-term equipment orders. With this package, we expect to meet our target of 400 MW of power generation capacity deployed by early 2027, the majority of which we expect to be under long-term contracts. While this is our first order of power equipment that is designed to be installed in long-term, behind-the-meter applications, based on customer conversations, I expect it to the first of multiple orders as we continue to establish ourselves as a trusted partner in the power solutions space." About Atlas Energy Solutions Atlas Energy Solutions Inc. (NYSE: AESI) is a leading solutions provider to the energy industry. Atlas's portfolio of offerings includes oilfield logistics, distributed power systems, and the largest proppant supply network in the Permian Basin. With a focus on leveraging technology, automation, and remote operations to enhance efficiencies, Atlas is centered on a core mission of improving human access to the hydrocarbons that power our lives and, by doing so, maximizing value creation for our shareholders. Cautionary Statement Regarding Forward-Looking Statements This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the "Securities Act"), and Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). Statements that are predictive or prospective in nature, that depend upon or refer to future events or conditions or that include the words "may," "assume," "forecast," "position," "strategy," "potential," "continue," "could," "will," "plan," "project," "budget," "predict," "pursue," "target," "seek," "objective," "believe," "expect," "anticipate," "intend," "estimate" and other expressions that are predictions of or indicate future events and trends and that do not relate to historical matters identify forward-looking statements. Examples of forward-looking statements include, but are not limited to statements regarding: the anticipated financial performance of Atlas following the recent acquisition of Moser Energy Systems (the "Moser Acquisition"), expected growth and opportunities in our power business, expected accretion to Adjusted EBITDA, expectations regarding the leverage and dividend profile and expectations of Atlas, our plans and expectations regarding our stock repurchase program; the expected synergies and efficiencies to be achieved as a result of the Moser Acquisition; expansion and growth of Atlas's business following the Moser Acquisition, our business strategy, industry, future operations and profitability, expected capital expenditures and the impact of such expenditures on our performance, statements about our financial position, production, revenues and losses, our capital programs, management changes, current and potential future long-term contracts and our future business and financial performance. Although forward-looking statements reflect our good faith beliefs at the time they are made, we caution you that these forward-looking statements are subject to a number of risks and uncertainties, most of which are difficult to predict and many of which are beyond our control. These risks include but are not limited to: uncertainties as to whether the Moser Acquisition will achieve its anticipated benefits and projected synergies within the expected time period or at all; Atlas's ability to integrate Moser's operations in a successful manner and in the expected time period; unforeseen or unknown liabilities, future capital expenditures and potential litigation relating to the Moser Acquisition; unexpected future capital expenditures; our ability to successfully execute our stock repurchase program or implement future stock repurchase programs; commodity price volatility, including volatility stemming from the ongoing armed conflicts between Russia and Ukraine and Israel and Hamas; increasing hostilities and instability in the Middle East; adverse developments affecting the financial services industry; changes in tariffs, trade barriers, price and exchange controls and other regulatory requirements, including such changes that may be implemented by U.S. and foreign governments; our ability to complete growth projects, on time and on budget; the risk that stockholder litigation in connection with our recent corporate reorganization may result in significant costs of defense, indemnification and liability; changes in general economic, business and political conditions, including changes in the financial markets; transaction costs; actions of OPEC+ to set and maintain oil production levels; the level of production of crude oil, natural gas and other hydrocarbons and the resultant market prices of crude oil; inflation; environmental risks; operating risks; regulatory changes; lack of demand; market share growth; the uncertainty inherent in projecting future rates of reserves; production; cash flow; access to capital; the timing of development expenditures; the ability of our customers to meet their obligations to us; our ability to maintain effective internal controls; and other factors discussed or referenced in our filings made from time to time with the U.S. Securities and Exchange Commission ("SEC"), including those discussed under the heading "Risk Factors" in our Annual Report on Form 10-K, filed with the SEC on February 25, 2025 and Quarterly Reports on Form 10-Q, filed with the SEC on May 6, 2025 and August 5, 2025, respectively, and any subsequently filed Quarterly Reports on Form 10-Q and Current Reports on Form 8-K. Readers are cautioned not to place undue reliance on forward-looking statements, which speak only as of the date hereof. Factors or events that could cause our actual results to differ may emerge from time to time, and it is not possible for us to predict all of them. We undertake no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future developments or otherwise, except as may be required by law. View source version on businesswire.com: https://www.businesswire.com/news/home/20251103217837/en/ back
Williams Delivers Strong Third-Quarter 2025 Results
Williams Delivers Strong Third-Quarter 2025 Results TULSA, Okla., Nov. 03 /BusinessWire/ -- Williams (NYSE:WMB) today announced its unaudited financial results for the three and nine months ended Sept. 30, 2025. Natural gas focused strategy continues to drive key financial metrics GAAP net income: $646 million, or $0.53 per diluted share (EPS) Adjusted net income: $603 million, or $0.49 per diluted share (Adj. EPS), up 14% vs. 3Q 2024 Adjusted EBITDA: $1.920 billion, up $217 million or 13% vs. 3Q 2024 Cash flow from operations (CFFO): $1.439 billion, up $196 million or 16% vs. 3Q 2024 Available funds from operations (AFFO): $1.449 billion, up $163 million or 13% vs. 3Q 2024 Dividend coverage ratio: 2.37x (AFFO basis) Advanced key growth projects and executed strategic priorities Placed in service Transco's Alabama Georgia Connector and Commonwealth Energy Connector expansion projects as well as Northwest Pipeline's Stanfield South project Placed in service Gulf deepwater Shenandoah and Salamanca expansions Completed Louisiana Energy Gateway and Haynesville West expansion Expanded scope of Socrates by ~$400 million to $2 billion and announced two additional Power Innovation projects Accelerated wellhead to water strategy with Haynesville E&P sale and strategic partnership with Woodside Signed precedent agreements for Pine Prairie storage expansion, MountainWest's Green River West expansion and Transco's Wharton West expansion CEO Perspective Chad Zamarin, president and chief executive officer, made the following comments: "Williams delivered another quarter of excellent financial results with Adjusted EBITDA up 13% over third quarter last year, reflecting the growing strength of our natural gas strategy. Expansions to our Transco and Gulf assets, as well as higher natural gas gathering and processing volumes in the Northeast and West, drove earnings growth in the quarter. "Our teams placed critical projects into service in the Southeast, the Pacific Northwest, in Louisiana and in the deepwater Gulf, demonstrating growth and performance across our nationwide footprint. In addition, we increased our investment in the Socrates project and announced two new Power Innovation projects. Finally, we announced the sale of our South Mansfield upstream assets to JERA and a strategic partnership with Woodside Energy. The significant accomplishments achieved in the third quarter strengthen our core business and further position Williams to continue our impressive track record of growth." Zamarin added, "Looking ahead, we are reaffirming our previously raised guidance for 2025, with an EBITDA midpoint of $7.750 billion that has been raised $350 million since original guidance was set. As we focus on finishing the year strong, we are also setting our sights to the future and Williams is incredibly well positioned to build upon the impressive growth we have delivered over the past five years. With a strong balance sheet, a solid foundation of core assets, a focused and motivated team and a growing backlog of fully contracted projects now extending beyond 2030, Williams remains uniquely positioned to benefit from the accelerating demand for natural gas." GAAP Measures Third-quarter 2025 net income decreased by $59 million, while year-to-date 2025 net income increased by $145 million compared to the prior year. Both comparative periods benefited from: Higher service revenues of $210 million and $512 million, respectively, driven by Transco's higher net rates and expansion projects, new Gulf volumes, and higher gathering and processing volumes including acquisitions, Favorable changes of $38 million and $265 million, respectively, in net unrealized gains/losses on commodity derivatives, and Higher net realized sales from upstream operations including contributions from the fourth-quarter 2024 Crowheart acquisition. These favorable changes were unfavorably impacted by: The absence of third-quarter 2024 gains of $149 million from the sale of our interests in Aux Sable and $127 million associated with the Discovery Acquisition. Lower equity allowance for funds used during construction (equity AFUDC) associated with capital projects at our regulated natural gas pipelines, A $25 million write-off in third-quarter 2025 of certain compression assets in the West, Higher net interest expense, and A higher provision for income taxes, including $25 million recorded in third-quarter 2025 associated with an increase in the estimated deferred state income tax rate. Higher operating and administrative costs for the year-to-date period were driven by recent acquisitions and assets placed in service, partially offset by the absence of prior year charges associated with a change in payroll policy. For the quarterly period, these impacts were largely offsetting. The year-to-date period also reflected higher depreciation expense, while the quarterly period had little change as higher depreciation expense was offset by a one-time benefit associated with the settlement-in-principle of Transco's rate case. Third-quarter and year-to-date 2025 cash flow from operations increased compared to the prior year primarily due to higher operating results exclusive of non-cash items. The year-to-date period was also impacted by favorable net changes to derivative collateral requirements, favorable net changes in working capital, and increased distributions from equity-method investees. Non-GAAP Measures Third-quarter and year-to-date 2025 Adjusted EBITDA increased by $217 million and $413 million, respectively, over the prior year, driven by the previously described increases in service revenues and net realized sales from upstream operations, partially offset by higher operating and administrative costs and lower equity AFUDC. Third-quarter and year-to-date 2025 Adjusted Net Income improved by $75 million and $131 million, respectively, over the prior year, driven by the previously described impacts to net income, adjusted primarily to remove the effects of net unrealized gains/losses on commodity derivatives, the third-quarter 2024 gains related to Aux Sable and Discovery, the third-quarter 2025 write-off charge, and the third-quarter 2025 income tax expense associated with the increase in the estimated deferred state income tax rate, as well as the related income tax effects of such adjustments. Third-quarter and year-to-date 2025 Available Funds From Operations (AFFO) increased by $163 million and $168 million, respectively, compared to the prior year primarily due to higher adjusted operating results exclusive of noncash items, partially offset by higher dividends and distributions paid to noncontrolling interests. The year-to-date period also benefited from higher distributions from equity-method investees. Business Segment Results & Form 10-Q Williams' operations are comprised of the following reportable segments: Transmission, Power & Gulf, Northeast G&P, West and Gas & NGL Marketing Services, as well as Other. For more information, see the company's third-quarter 2025 Form 10-Q. Transmission, Power & Gulf Third-quarter and year-to-date 2025 Modified and Adjusted EBITDA improved compared to the prior year driven by Transco's higher net rates and expansion projects, as well as new Gulf volumes, partially offset by lower equity AFUDC. Modified EBITDA for the 2024 periods was impacted by one-time acquisition costs and the unfavorable impact of a change in payroll policy, which are excluded from Adjusted EBITDA, while adjusted EBITDA for the 2025 periods reflect adjustments related to Transco's rate case and a net gain related to certain asset retirements. Northeast G&P Third-quarter and year-to-date 2025 Modified and Adjusted EBITDA increased compared to the prior year driven primarily by higher gathering volumes at Bradford. The year-to-date period also benefited from higher volumes at Ohio Valley Midstream and Cardinal, partially offset by the absence of Aux Sable, which was sold in third-quarter 2024. West Third-quarter and year-to-date 2025 Modified and Adjusted EBITDA increased compared to the prior year driven by the Louisiana Energy Gateway project coming into service, new volumes from the 2025 Rimrock and Saber acquisitions, and higher volumes in the Haynesville, partially offset by lower minimum volume commitment (MVC) revenues in the Eagle Ford. The year-to-date period also benefited from higher commodity margins. Modified EBITDA for both the quarterly and year-to-date periods was impacted by a $25 million write-off of certain compression assets in third-quarter 2025, which is excluded from Adjusted EBITDA. Gas & NGL Marketing Services Third-quarter 2025 Modified EBITDA increased from the prior year primarily reflecting a $36 million net favorable change in unrealized gains/losses on commodity derivatives, which is excluded from Adjusted EBITDA. Year-to-date 2025 Modified EBITDA also increased from the prior year reflecting a $230 million net favorable change in unrealized gains/losses on commodity derivatives, which is excluded from Adjusted EBITDA. Both periods reflected lower gas marketing margins partially offset by proportional EBITDA from the March 2025 investment in Cogentrix. Other The increases in third-quarter and year-to-date 2025 Modified and Adjusted EBITDA compared to the prior year reflects contributions from the fourth-quarter 2024 Crowheart acquisition. Year-to-date Modified EBITDA also includes a $35 million net favorable change in unrealized gains/losses on commodity derivatives, which is excluded from Adjusted EBITDA. 2025 Financial Guidance The company continues to expect 2025 Adjusted EBITDA guidance midpoint of $7.75 billion within the range of between $7.6 billion and $7.9 billion. The company has increased its 2025 growth capex by $500 million to between $3.95 billion and $4.25 billion in connection with the recently announced decision to invest in Woodside Energy's Louisiana LNG project. Maintenance capex remains between $650 million and $750 million, excluding capital for emissions reduction and modernization initiatives. Williams continues to expect a leverage ratio midpoint for 2025 of ~3.7x and has increased the dividend by 5.3% on an annualized basis to $2.00 in 2025 from $1.90 in 2024. Williams' Third-Quarter 2025 Materials to be Posted Shortly; Q&A Webcast Scheduled for Tomorrow Williams' third-quarter 2025 earnings presentation will be posted at www.williams.com. The company's third-quarter 2025 earnings conference call and webcast with analysts and investors is scheduled for Tuesday, Nov. 4, at 9:30 a.m. Eastern Time (8:30 a.m. Central Time). Participants who wish to join the call by phone must register using the following link: https://register-conf.media-server.com/register/BIf717155f3c1d4f85b8cab5065ade2228 A webcast link to the conference call will be provided on Williams' Investor Relations website. A replay of the webcast will also be available on the website for at least 90 days following the event. About Williams Williams (NYSE: WMB) is a trusted energy industry leader committed to safely, reliably and responsibly meeting growing energy demand. We use our infrastructure to deliver one third of the nation's natural gas to where it's needed most, supplying the energy used to heat our homes, cook our food and generate low-carbon electricity. For over a century, we've been driven by a passion for doing things the right way. Today, our team of problem solvers is leading the charge into the clean energy future. Learn more at www.williams.com. Non-GAAP Measures This news release and accompanying materials may include certain financial measures - adjusted EBITDA, adjusted income ("earnings"), adjusted earnings per share, available funds from operations and dividend coverage ratio - that are non-GAAP financial measures as defined under the rules of the SEC. Our segment performance measure, modified EBITDA, is defined as net income (loss) before income (loss) from discontinued operations, income tax expense, net interest expense, equity earnings from equity-method investments, other net investing income, impairments of equity investments and goodwill, depreciation and amortization expense, and accretion expense associated with asset retirement obligations for nonregulated operations. We also add our proportional ownership share (based on ownership interest) of modified EBITDA of equity-method investments, including our indirect share from interests owned by equity-method investees. Adjusted EBITDA further excludes items of income or loss that we characterize as unrepresentative of our ongoing operations. Such items are excluded from net income to determine adjusted income and adjusted earnings per share. Management believes this measure provides investors meaningful insight into results from ongoing operations. Available funds from operations (AFFO) is defined as cash flow from operations excluding the effect of changes in working capital and certain other changes in noncurrent assets and liabilities, reduced by preferred dividends and net distributions to noncontrolling interests. AFFO may be adjusted to exclude certain items that we characterize as unrepresentative of our ongoing operations. This news release is accompanied by a reconciliation of these non-GAAP financial measures to their nearest GAAP financial measures. Management uses these financial measures because they are accepted financial indicators used by investors to compare company performance. In addition, management believes that these measures provide investors an enhanced perspective of the operating performance of assets and the cash that the business is generating. Neither adjusted EBITDA, adjusted income, nor available funds from operations are intended to represent cash flows for the period, nor are they presented as an alternative to net income or cash flow from operations. They should not be considered in isolation or as substitutes for a measure of performance prepared in accordance with United States generally accepted accounting principles. Forward-Looking Statements The reports, filings, and other public announcements of The Williams Companies, Inc. (Williams) may contain or incorporate by reference statements that do not directly or exclusively relate to historical facts. Such statements are "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended (Securities Act), and Section 21E of the Securities Exchange Act of 1934, as amended (Exchange Act). These forward-looking statements relate to anticipated financial performance, management's plans and objectives for future operations, business prospects, outcomes of regulatory proceedings, market conditions, and other matters. We make these forward-looking statements in reliance on the safe harbor protections provided under the Private Securities Litigation Reform Act of 1995. All statements, other than statements of historical facts, included in this report that address activities, events, or developments that we expect, believe, or anticipate will exist or may occur in the future, are forward-looking statements. Forward-looking statements can be identified by various forms of words such as "anticipates," "believes," "seeks," "could," "may," "should," "continues," "estimates," "expects," "forecasts," "intends," "might," "goals," "objectives," "targets," "planned," "potential," "projects," "scheduled," "will," "assumes," "guidance," "outlook," "in-service date," or other similar expressions. These forward-looking statements are based on management's beliefs and assumptions and on information currently available to management and include, among others, statements regarding: Levels of dividends to Williams' stockholders; Future credit ratings of Williams and its affiliates; Amounts and nature of future capital expenditures; Expansion and growth of business and operations; Expected in-service dates for capital projects; Financial condition and liquidity; Business strategy; Cash flow from operations or results of operations; Rate case filings; Seasonality of certain business components; Natural gas, natural gas liquids, and crude oil prices, supply, and demand; Demand for services. Forward-looking statements are based on numerous assumptions, uncertainties, and risks that could cause future events or results to be materially different from those stated or implied in this report. Many of the factors that will determine these results are beyond our ability to control or predict. Specific factors that could cause actual results to differ from results contemplated by the forward-looking statements include, among others, the following: Availability of supplies, market demand, and volatility of prices; Development and rate of adoption of alternative energy sources; The impact of existing and future laws and regulations, the regulatory environment, environmental matters, and litigation, as well as our ability and the ability of other energy companies with whom we conduct or seek to conduct business, to obtain necessary permits and approvals, and our ability to achieve favorable rate proceeding outcomes; Exposure to the credit risk of customers and counterparties; Our ability to acquire new businesses and assets and successfully integrate those operations and assets into existing businesses as well as successfully expand our facilities, and consummate asset sales on acceptable terms; The ability to successfully identify, evaluate, and timely execute our capital projects and investment opportunities; The strength and financial resources of our competitors and the effects of competition; The amount of cash distributions from and capital requirements of our investments and joint ventures in which we participate; The ability to effectively execute our financing plan; Increasing scrutiny and changing expectations from stakeholders with respect to environmental, social, and governance practices; The physical and financial risks associated with climate change; The impacts of operational and developmental hazards and unforeseen interruptions; The risks resulting from outbreaks or other public health crises; Risks associated with weather and natural phenomena, including climate conditions and physical damage to our facilities; Acts of terrorism, cybersecurity incidents, and related disruptions; Costs and funding obligations for defined benefit pension plans and other postretirement benefit plans; Changes in maintenance and construction costs, as well as our ability to obtain sufficient construction-related inputs, including skilled labor; Inflation, interest rates, tariffs on foreign-made materials and goods (including steel and steel pipes) necessary to our business, and general economic conditions (including future disruptions and volatility in the global credit markets and the impact of these events on customers and suppliers); Risks related to financing, including restrictions stemming from debt agreements, future changes in credit ratings as determined by nationally recognized credit rating agencies, and the availability and cost of capital; The ability of the members of the Organization of Petroleum Exporting Countries and other oil exporting nations to agree to and maintain oil price and production controls and the impact on domestic production; Changes in the current geopolitical situation, including the Russian invasion of Ukraine and conflicts in the Middle East; Changes in U.S. governmental administration and policies; Whether we are able to pay current and expected levels of dividends; Additional risks described in our filings with the Securities and Exchange Commission (SEC). Given the uncertainties and risk factors that could cause our actual results to differ materially from those contained in any forward-looking statement, we caution investors not to unduly rely on our forward-looking statements. We disclaim any obligations to, and do not intend to, update the above list or announce publicly the result of any revisions to any of the forward-looking statements to reflect future events or developments. In addition to causing our actual results to differ, the factors listed above and referred to below may cause our intentions to change from those statements of intention set forth in this report. Such changes in our intentions may also cause our results to differ. We may change our intentions, at any time and without notice, based upon changes in such factors, our assumptions, or otherwise. Because forward-looking statements involve risks and uncertainties, we caution that there are important factors, in addition to those listed above, that may cause actual results to differ materially from those contained in the forward-looking statements. For a detailed discussion of those factors, see (a) Part I, Item 1A. Risk Factors in our Annual Report on Form 10-K for the year ended December 31, 2024, as filed with the SEC on February 25, 2025, and (b) Part II, Item 1A. Risk Factors in subsequent Quarterly Reports on Form 10-Q. View source version on businesswire.com: https://www.businesswire.com/news/home/20251103491390/en/ back