Category:

Comtech Telecommunications (CMTL) – Agreement Made with Dissident Former CEOs

Posted on by cpereira@noblefcm.com


Tuesday, November 19, 2024

Comtech Telecommunications Corp. engages in the design, development, production, and marketing of products, systems, and services for advanced communications solutions in the United States and internationally. It operates in three segments: Telecommunications Transmission, Mobile Data Communications, and RF Microwave Amplifiers. The Telecommunications Transmission segment provides satellite earth station equipment and systems, over-the-horizon microwave systems, and forward error correction technology, which are used in various commercial and government applications, including backhaul of wireless and cellular traffic, broadcasting (including HDTV), IP-based communications traffic, long distance telephony, and secure defense applications. The Mobile Data Communications segment provides mobile satellite transceivers, and computers and satellite earth station network gateways and associated installation, training, and maintenance services; supplies and operates satellite packet data networks, including arranging and providing satellite capacity; and offers microsatellites and related components. The RF Microwave Amplifiers segment designs, develops, manufactures, and markets satellite earth station traveling wave tube amplifiers (TWTA) and broadband amplifiers. Its amplifiers are used in broadcast and broadband satellite communication; defense applications, such as telecommunications systems and electronic warfare systems; and commercial applications comprising oncology treatment systems, as well as to amplify signals carrying voice, video, or data for air-to-satellite-to-ground communications. The company serves satellite systems integrators, wireless and other communication service providers, broadcasters, defense contractors, military, governments, and oil companies. Comtech markets its products through independent representatives and value-added resellers. The company was founded in 1967 and is headquartered in Melville, New York.

Joe Gomes, CFA, Managing Director, Equity Research Analyst, Generalist , Noble Capital Markets, Inc.

Joshua Zoepfel, Research Associate, Noble Capital Markets, Inc.

Refer to the full report for the price target, fundamental analysis, and rating.

Agreement Made. Yesterday, Comtech announced it entered into a cooperation agreement with former CEOs Michael Porcelain and Fred Kornberg, along with Oleg Timoshenko (the “Investor Group”), to appoint Michael Hildebrandt to the Board of Directors. Mr. Hildebrandt was one of the nominees chosen by the Investor Group to be appointed to the Board in a 13D filing through the SEC in September 2024.

Mr. Porcelain on as Advisor. Along with the appointment of Mr. Hildebrandt, Mr. Porcelain is authorized as an advisor to the Company. He will be entitled to periodically engage in discussions with the Company and provide advice or recommendations. We believe adding Mr. Porcelain as an advisor is a positive as the former CEO has a wealth of knowledge on the Company’s end markets and its processes.


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Amcor and Berry Merge in $73.59 Per Share Deal to Create Packaging Giant

Posted on by slightbourne@noblecapitalmarkets.com
Key Points
– $73.59 Per Share Deal: Amcor and Berry merge to form a $24 billion packaging giant.
– Peter Konieczny named CEO; focus on growth, sustainability, and innovation.
– $650M synergies, 35% EPS accretion, and $3B+ annual cash flow projected.

Amcor plc (NYSE: AMCR)and Berry Global Group, Inc. (NYSE:BERY) have announced a significant merger agreement to create a dominant force in the packaging industry. The all-stock transaction values Berry’s stock at $73.59 per share, a 10% premium over its previous closing price. This merger brings together two industry leaders with a combined annual revenue of $24 billion and adjusted EBITDA of $4.3 billion, positioning the new entity as a global powerhouse.

Under the terms of the deal, Berry shareholders will receive 7.25 shares of Amcor for each Berry share, resulting in an ownership split of 63% for Amcor shareholders and 37% for Berry shareholders. The transaction, unanimously approved by both companies’ boards, is expected to close by mid-2025. The new organization will retain the Amcor name and be headquartered in Zurich, Switzerland, while continuing its primary listing on the NYSE with a secondary listing on the ASX.

The leadership team of the merged entity will include Peter Konieczny as CEO, Graeme Liebelt as Chairman, and Stephen Sterrett as Deputy Chairman. Together, they aim to focus on customer-centric growth, expanding into faster-growing and higher-margin segments, and strengthening their sustainability efforts. Konieczny emphasized that this merger supports the company’s strategy to provide innovative and sustainable packaging solutions with greater global scale and operational flexibility.

Financially, the merger is set to deliver substantial benefits. Projected annual cash flow is expected to exceed $3 billion, allowing for reinvestment, shareholder returns, and future acquisitions. Synergies from the merger are estimated at $650 million within three years, including significant cost savings and growth opportunities. Additionally, the transaction is anticipated to drive adjusted cash earnings per share growth by more than 35% and boost annual earnings growth expectations from 10%-15% to 13%-18%.

Despite these ambitious plans, both companies will maintain their current dividend policies until the merger is finalized. Afterward, Amcor aims to continue growing its annual dividend from the current $0.51 per share base.

The market has reacted to the news with a slight uptick in Berry’s stock price, rising 3.7% to $69.53, while Amcor shares dipped marginally by 0.44% to $10.11. The combined entity’s focus on innovation, sustainability, and customer-driven growth signals a promising future, setting a new benchmark for the packaging industry. This merger represents a step forward in achieving long-term value for shareholders while responding to evolving market demands with enhanced product offerings and operational efficiency.

October Retail Sales Exceed Expectations, September Spending Revised Upward

Posted on by slightbourne@noblecapitalmarkets.com
Key Points:
– October retail sales increased by 0.4%, surpassing economist expectations of 0.3%.
– September’s retail sales were revised significantly higher to 0.8%, showing stronger-than-expected consumer spending.
– While October data showed slower growth in some sectors, upward revisions to prior months suggest a strong consumption trend heading into Q4 2024.

The latest retail sales data for October has revealed a resilient U.S. consumer, with sales growing 0.4% from the previous month. This uptick exceeded economists’ expectations of a 0.3% rise, highlighting ongoing consumer confidence. Moreover, retail sales in September were revised upward significantly, from a previously reported 0.4% increase to a solid 0.8%, further indicating a stronger-than-anticipated spending trend in the U.S. economy.

According to the Census Bureau, the October increase in retail sales was largely driven by auto sales, which surged 1.6%. This surge in vehicle purchases, despite other sectors showing weaker growth, underlines the importance of the automotive sector to overall retail performance. However, excluding auto and gas sales, which are often volatile, the increase was more modest at just 0.1%. This was below the consensus estimate of a 0.3% rise, pointing to potential weaknesses in discretionary spending.

The October data, while showing signs of slower growth in certain areas, follows a pattern of upward revisions to previous months’ figures, suggesting a more positive overall trajectory for the economy. The September retail sales revisions revealed that both the total and ex-auto categories had grown by 1.2%, far surpassing the initial estimates of 0.7%. This data is crucial, as it points to stronger-than-expected consumer spending, which plays a vital role in supporting economic growth.

Economists are optimistic about the continued momentum in consumer spending, with many predicting another strong quarter for the U.S. economy as it heads into the final stretch of 2024. Capital Economics economist Bradley Saunders noted that the October slowdown in retail sales was somewhat overshadowed by the positive revisions for September, which suggested ongoing consumer strength. “Consumption growth is still going strong,” he commented, reflecting a generally optimistic outlook for the final quarter.

Kathy Bostjancic, Chief Economist at Nationwide, echoed this sentiment, stating that the October data suggested consumers were maintaining their upbeat spending habits as the year-end approached. This is seen as a positive indicator for the broader U.S. economy, suggesting that GDP growth will remain solid through the end of 2024.

This data arrives at a critical time for investors, as concerns over the Federal Reserve’s interest rate policy continue to loom large. While recent economic data, including October’s retail sales, have largely exceeded expectations, investors are keenly watching the Fed’s actions. Federal Reserve Chairman Jerome Powell has stated that the strength in the economy allows the central bank to take a more cautious approach in adjusting interest rates. There is ongoing debate about whether the Fed will make further rate cuts in 2024, especially as inflation remains a concern.

As the U.S. economy shows resilience, it remains to be seen whether consumers will maintain their spending habits amid possible economic uncertainties in the coming months. However, for now, the data points to continued growth and strength in retail sales, a crucial driver of overall economic health.

Release – Great Lakes Dredge and Dock’s Cape Hatteras and Cape Canaveral Multi Cat Vessels Win Prestigious WorkBoat’s Significant Boat of the Year Award

Posted on by dburczyk@noblecapitalmarkets.com

Research News and Market Data on GLDD

HOUSTON, Nov. 18, 2024 (GLOBE NEWSWIRE) — Great Lakes Dredge & Dock Corporation (“Great Lakes” or the “Company”) (NASDAQ: GLDD), the largest provider of dredging services in the United States, announced that its newly launched Multi Cat dredge support vessels, Cape Hatteras and Cape Canaveral, have been awarded the prestigious 2024 Significant Boat of the Year title at the International WorkBoat Show. This award underscores the Company’s commitment to safety, innovation, and operational excellence in the dredging and maritime sectors.

The Cape Hatteras and Cape Canaveral, built by Conrad Shipyard in Morgan City, Louisiana, are 99-foot Damen 3013 Multi Cat vessels equipped with cutting-edge technology and features that elevate both safety and efficiency in dredging operations.

Chris Gunsten, Senior Vice President of Project Services and Fleet Engineering at Great Lakes commented, “These vessels represent a milestone for our Company and the dredging industry. The Multi Cat design introduces critical safety enhancements by enabling pipe handling and connection work to take place securely on deck, significantly reducing the risk of man overboard incidents. The vessels are a perfect fit with our Company’s strong safety culture and already have shown their ability to improve our dredging efficiency while supporting vital shoreline protection and waterway maintenance.”

The Cape Hatteras and Cape Canaveral vessels are not only the first Damen Multi Cats built in the U.S., but also represent a major step forward in supporting dredging operations with enhanced safety, reduced manual labor, and greater operational flexibility. Their design eliminates the need for additional floating support vessels, contributing to improved operational efficiency and reduced environmental impact. The vessels’ cutting-edge equipment ensures safe and effective navigation and communication on complex dredging projects.

Lasse Petterson, Great Lakes’ President and Chief Executive Officer commented, “Great Lakes is committed to leveraging advanced technologies to maintain and improve U.S. shorelines and waterways. These Multi Cat vessels are integral to the Company’s mission to lead the dredging industry with innovative, safe, and efficient solutions.”

The Company

Great Lakes Dredge & Dock Corporation (“Great Lakes” or the “Company”) is the largest provider of dredging services in the United States. In addition, Great Lakes is fully engaged in expanding its core business into the rapidly developing offshore wind energy industry. The Company has a long history of performing significant international projects. The Company employs experienced civil, ocean and mechanical engineering staff in its estimating, production and project management functions. In its over 134-year history, the Company has never failed to complete a marine project. Great Lakes owns and operates the largest and most diverse fleet in the U.S. dredging industry, comprised of approximately 200 specialized vessels. Great Lakes has a disciplined training program for engineers that ensures experienced-based performance as they advance through Company operations. The Company’s Incident-and Injury-Free® (IIF®) safety management program is integrated into all aspects of the Company’s culture. The Company’s commitment to the IIF® culture promotes a work environment where employee safety is paramount.

Cautionary Note Regarding Forward-Looking Statements
Certain statements in this press release may constitute “forward-looking” statements as defined in Section 21E of the Securities Exchange Act of 1934 (the “Exchange Act”), the Private Securities Litigation Reform Act of 1995 (the “PSLRA”) or in releases made by the Securities and Exchange Commission (the “SEC”), all as may be amended from time to time. Such forward-looking statements involve known and unknown risks, uncertainties and other important factors that could cause the actual results, performance or achievements of Great Lakes and its subsidiaries, or industry results, to differ materially from any future results, performance or achievements expressed or implied by such forward-looking statements. Statements that are not historical fact are forward-looking statements. These cautionary statements are being made pursuant to the Exchange Act and the PSLRA with the intention of obtaining the benefits of the “safe harbor” provisions of such laws. Great Lakes cautions investors that any forward-looking statements made by Great Lakes are not guarantees or indicative of future events.

Although Great Lakes believes that its plans, intentions and expectations reflected in this press release are reasonable, actual events could differ materially. The forward-looking statements contained in this press release are made only as of the date hereof and Great Lakes does not have or undertake any obligation to update or revise any forward-looking statements whether as a result of new information, subsequent events or otherwise, unless otherwise required by law.

For further information contact:
Tina Baginskis
Director, Investor Relations
630-574-3024

Release – Comtech Announces Amicable Resolution With the Porcelain/Kornberg/Timoshenko Group

Posted on by dburczyk@noblecapitalmarkets.com

Research News and Market Data on CMTL

Names Michael Hildebrandt as New Independent Director

Will Appoint an Additional Mutually Agreed Independent Director

CHANDLER, Ariz. – Comtech Telecommunications Corp. (NASDAQ: CMTL) (the “Company”), a global technology leader, today announced that its Board of Directors entered into a cooperation agreement with Michael Porcelain, Fred Kornberg, and Oleg Timoshenko (the “Investor Group”). Pursuant to the agreement:

  • Comtech has appointed Michael Hildebrandt, Senior Investment Professional at Freshford Capital Management, to the Board, effective immediately;
  • The Board will appoint an additional new independent director mutually acceptable to both Comtech and the Investor Group (the “Additional Director”);
  • Two of Comtech’s current directors will not stand for reelection at the Company’s Fiscal 2024 Annual Meeting of Stockholders;
  • The Investor Group will support Comtech’s slate of directors for election at the 2024 Annual Meeting and will withdraw its nomination of eight directors for election at the meeting;
  • The Investor Group has agreed to customary standstill restrictions and voting commitments until the nomination deadline for Comtech’s Fiscal 2025 Annual Meeting, or until the nomination deadline for Comtech’s Fiscal 2026 Annual Meeting if the Company nominates Michael Hildebrandt and the Additional Director for reelection at the Fiscal 2025 Annual Meeting.

The Company and the Investor Group made the following statement: “We are pleased to have reached this agreement which adds Michael Hildebrandt to the Board. Together with the future additional independent director and the recent appointment of Ken Traub, the Comtech Board is being significantly refreshed.”

With these changes, upon the appointment of the Additional Director, four new directors will have been appointed to the Board since October 28, 2024.

The full agreement between Comtech and the Investor Group will be filed on a Form 8-K with the SEC.

About Michael Hildebrandt

Michael Hildebrandt, age 52, currently serves as a Senior Investment Professional at Freshford Capital, an advisory firm providing investment advice and management services to clients, since February 2011. At Freshford Capital, Mr. Hildebrandt invests in industry verticals, including government and construction services, energy, space and satellite, telecom, media and special situations. Prior to joining Freshford Capital, Mr. Hildebrandt held senior investment roles at Silver Capital Management LLC, a multi-strategy investment fund, and GAMCO Investors, Inc., a global investment management company, where he focused on special situations and private equity initiatives. Earlier in his career, he served as a Private Equity Associate at Aurora Capital and as an Investment Banking Analyst at Salomon Brothers, specializing in mergers and acquisitions within the industrial sector.

About Comtech

Comtech Telecommunications Corp. is a leading global technology company providing satellite and space communications technologies, terrestrial and wireless network solutions, NG911 emergency services and cloud native capabilities to commercial and government customers around the world. Our unique culture of innovation and employee empowerment unleashes a relentless passion for customer success. With multiple facilities located in technology corridors throughout the United States and around the world, Comtech leverages its global presence, technology leadership and decades of experience to create the world’s most innovative communications solutions. For more information, please visit www.comtech.com.

Forward-Looking Statements

Certain information in this press release contains forward-looking statements. Forward-looking statements include, among others, statements regarding our expectations for our operational initiatives, future performance and financial condition, the plans and objectives of our management and our assumptions regarding such future performance, financial condition, and plans and objectives that involve certain significant known and unknown risks and uncertainties and other factors not under our control which may cause our actual results, future performance and financial condition to be materially different from the results, performance or other expectations implied by these forward-looking statements. Factors that could cause actual results to differ materially from current expectations are described in our filings with the Securities and Exchange Commission (“SEC”). We urge you to consider all of the risks, uncertainties and factors identified above or discussed in such reports carefully in evaluating the forward-looking statements. The risks described above are not the only risks that we face. We do not intend to update or revise publicly any forward-looking statements, whether because of new information, future events, or otherwise, except as required by law.

Important Additional Information and Where to Find It

The Company intends to file a proxy statement on Schedule 14A, an accompanying proxy card, and other documents with the SEC in connection with its solicitation of proxies from the Company’s stockholders for the Company’s Fiscal 2024 Annual Meeting of Stockholders. THE COMPANY’S STOCKHOLDERS ARE STRONGLY ENCOURAGED TO READ THE COMPANY’S DEFINITIVE PROXY STATEMENT (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO), THE ACCOMPANYING PROXY CARD, AND ALL OTHER DOCUMENTS FILED OR TO BE FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. Investors and stockholders may obtain a copy of the definitive proxy statement, an accompanying proxy card, any amendments or supplements to the definitive proxy statement and other documents filed by the Company with the SEC at no charge at the SEC’s website at www.sec.gov. Copies will also be available at no charge by clicking the “Governance” link in the “Investors” section of the Company’s website, https://comtech.com/investors/, or by contacting investors@comtech.com as soon as reasonably practicable after such materials are electronically filed with, or furnished to, the SEC.

Participants in the Solicitation

The Company, its directors, certain of its officers, and other employees may be deemed to be “participants” (as defined in Section 14(a) of the Securities Exchange Act of 1934, as amended) in the solicitation of proxies from the Company’s stockholders in connection with matters to be considered at the Company’s Fiscal 2024 Annual Meeting of Stockholders.

Information about the names of the Company’s directors and officers, their respective interests in the Company by security holdings or otherwise, and their respective compensation is set forth in the sections entitled “Stockholders, Directors and Executive Officers,” “Director Compensation,” and “Executive Compensation” of the Company’s Proxy Statement on Schedule 14A in connection with the Fiscal 2023 Annual Meeting of Stockholders, filed with the SEC on November 16, 2023 (available here). To the extent the security holdings of directors and executive officers have changed since the amounts described in these filings, such changes are set forth on Initial Statements of Beneficial Ownership on Form 3 or Statements of Change in Ownership on Form 4 filed with the SEC, which can be found at no charge at the SEC’s website at www.sec.gov. Updated information regarding the identity of potential participants and their direct or indirect interests, by security holdings or otherwise, in the Company will be set forth in the Company’s Proxy Statement on Schedule 14A for the Fiscal 2024 Annual Meeting of Stockholders and other relevant documents to be filed with the SEC, if and when they become available. These documents will be available free of charge as described above.

Investor Relations Contact

Maria Ceriello

631-962-7102

investors@comtech.com

Media Contacts

Jamie Clegg

480-532-2523

jamie.clegg@comtech.com

Jed Repko / Aura Reinhard

Joele Frank, Wilkinson Brimmer Katcher

212-355-4449

Release – Bit Digital, Inc. Announces Third Quarter of Fiscal Year 2024 Financial Results

Posted on by dburczyk@noblecapitalmarkets.com

Research News and Market Data on BTBT

NEW YORK, November 18, 2024 /PRNewswire/ — Bit Digital, Inc. (Nasdaq: BTBT) (the “Company”), a global platform for high-performance computing (“HPC”) infrastructure and digital asset production headquartered in New York, today announced its unaudited financial results for the Third Quarter ended September 30, 2024.

Financial Highlights for the Third Quarter of 2024

  • Total revenue was $22.7 million for the Third Quarter of 2024, a 96% increase compared to the Third Quarter of 2023. The increase was primarily driven by the commencement of our high performance computing services (“HPC”) business.
  • Revenue from bitcoin mining was $10.1 million for the Third Quarter of 2024, an 11% decrease compared to the prior year’s quarter. The Company’s HPC recognized $12.2 million of revenue during the quarter compared to nil the prior year.
  • The Company had cash, cash equivalents and restricted cash of $105.6 million, and total liquidity (defined as cash, cash equivalents and restricted cash, USDC, and the fair market value of digital assets) of approximately $223.6 million1, as of September 30, 2024.
  • Total assets were $376.0 million and Shareholders’ Equity amounted to $315.0 million as of September 30, 2024.
  • Adjusted EBITDA2 was $(21.8) million for the Third Quarter of 2024 compared to $(2.9) million for the Third Quarter of 2023. Adjusted EBITDA includes a $21.9 million unrealized loss on digital assets.
  • GAAP loss per share was $0.26 on a fully diluted basis for the Third Quarter of 2024 compared to a loss per share of $0.08 for the Third Quarter of 2023.

Operational Highlights for the Third Quarter 2024

  • The Company earned 165.4 bitcoins during the Third Quarter of 2024, a 59% decrease from the prior year. The decline was primarily driven by a reduction in block rewards following the halving event in April 2024 and by an increase in network difficulty, and partially offset by a 104% increase in the Company’s operational hash rate.
  • The Company paid approximately $0.057 per kilowatt hour to its hosting partners for electricity consumed during the Third Quarter of 2024.
  • The average fleet efficiency for the active fleet was approximately 27.8 J/TH as of September 30, 2024.
  • The Company earned 161.9 ETH from native staking in the Third Quarter of 2024.
  • Treasury holdings of BTC and ETH were 731.1 and 27,388.1, respectively, with a fair market value of approximately $46.3 million and $71.3 million on September 30, 2024, respectively.
  • The BTC equivalent3 of our digital asset holdings as of September 30, 2024 (defined as if all ETH and USDC holdings were converted into BTC as of that date) was approximately 1,863 BTC4, or approximately $118.0 million.
  • As of September 30, 2024, we had 50,044 miners owned or operating (in Iceland) for bitcoin mining with a total maximum hash rate of 4.3 EH/s.
  • The Company’s active hash rate of its bitcoin mining fleet was approximately 2.4 EH/s as of September 30, 2024.
  • Approximately 88% of our fleet’s run-rate electricity consumption was generated from carbon-free energy sources as of September 30, 2024. These figures are based on data provided by our hosts, publicly available sources, and internal estimates, demonstrating our commitment to sustainable practices in the digital asset mining industry.
  • The Company had approximately 21,568 ETH actively staked in native staking protocols as of September 30, 2024.
  • On August 19, 2024, Bit Digital announced that it had signed a binding term sheet with Boosteroid Inc. (“Boosteroid”), the world’s third-largest cloud gaming provider. Upon signing a Master Service and Lease Agreement (“MSA”), Boosteroid will place an initial purchase for a starting quantity of GPU servers with a five-year service duration. Bit Digital will provide Boosteroid with options to draw down additional servers in multiples of 100, up to a total of 50,000 GPU servers within five years after signing the MSA, depending on their deployment plans and subject to market conditions. The entire 50,000 GPU deployment represents an aggregate revenue opportunity to Bit Digital in excess of $700 million over the five-year term. Bit Digital announced it had executed the MSA with Boosteroid on November 4, 2024. The Company finalized an initial purchase order with Boosteroid for a starting quantity of 300 GPUs that are expected to generate approximately $4.6 million of revenue over the five-year term. The Company anticipates additional deployments through the end of 2024 and throughout 2025.
  • September 5, 2024, the Company received a 90-days notice of non-renewal of colocation mining services agreement from Coinmint, which informed the Company of its intent not to renew 27 MW of the 36 MW total contracted capacity at its Massena, New York site, effective December 7, 2024. Subsequently, on October 29, 2024, the Company received an additional 90-days notice of non-renewal of colocation mining services agreement from Coinmint, which informed the Company of its intent to not renew the remaining 9 MW of the 36 MW total contracted capacity at its Massena, New York site, effective January 28, 2024. Following the termination, Coinmint will continue to provide approximately 10 MW of capacity at their Plattsburgh, New York facility. As of September 30, 2024, Coinmint provided approximately 46.0 MW of capacity for our miners at their facilities. The Company is currently assessing options for replacing this capacity and plans to high-grade the portion of its fleet composed of older generation miners hosted at the Coinmint locations.

Subsequent Events

  • On October 14, 2024, Bit Digital announced the acquisition of Enovum Data Centers (“Enovum”) for a total consideration of CAD $62.8MM (approximately USD $46MM based on a CAD/USD exchange rate of 0.73). The acquisition was completed on a debt-free basis, with a normalized level of working capital acquired, funded by approximately CAD $56 million of cash and approximately 1.62 million share equivalents issued solely to key management who rolled-over a significant portion of their existing ownership in Enovum. The transaction closed on October 11, 2024. The acquisition vertically integrated Bit Digital’s HPC operations with a 4MW Tier 3 datacenter in Montreal that is fully leased to a plurality of colocation customers. It also provided Bit Digital with an expansion pipeline of over 280MW and an experienced team to lead the development process. Immediate term plans include bringing approximately 8MW online by the end of 2Q 2025 for approximately USD $50MM of capex. The Company expects run-rate, colocation EBITDA for the Enovum business to exit 2Q25 at approximately USD $13MM based on that development schedule. Bit Digital may also place its own GPUs at those sites, which could significantly increase EBITDA per MW. The Company is tentatively planning to bring an additional 20MW online by year-end 2025. However, development plans will be contingent on firm customer demand and financing options.
  • In October 2024, Bit Digital purchased 42 H200 GPU servers (336 GPUs) for approximately $9.7 million. Those servers were subsequently deployed in Iceland for internal purposes and future client deployments.
  • On November 14, 2024, Bit Digital executed term sheets with two new customers. The first deal provides for Bit Digital to supply the customer with 512 H200 GPUs for a period of at least six months, representing an approximate $5.0 million contract value for Bit Digital over the initial six-month term. The MSA has been executed with this client and an initial two server purchase order has been fulfilled and revenue generation has begun on those units. The remainder of the deployment is expected prior to year-end 2024. Under the second deal, Bit Digital will supply a separate customer with 576 H200 GPUs for a twelve-month period, representing a total contract value of approximately $10.1 million over the term. The Company will provide additional details on the deployment schedule upon the execution of MSAs and purchase orders.
  • On November 14, 2024, Bit Digital executed an MSA with a new customer. The contract provides for 64 H200 GPUs on a month-to-month basis. The contract represents annual revenue of approximately $1.2 million. The deployment commenced and began revenue generation on November 15, 2024. Bit Digital fulfilled the deployment using on-hand inventory of H200 GPUs.

Management Commentary

“The maturation of our HPC business was a defining theme this quarter. We expanded our GPU cloud client base with the addition of Boosteroid and strengthened our team with critical hires, including a new CTO, Head of Revenue, and key talent in sales and engineering. In October, we closed the acquisition of Enovum, further enhancing our HPC capabilities and positioning us to scale quickly to meet growing demand. We believe these investments lay a strong foundation for sustainable growth and set the stage for a robust future.

Our mining business faced anticipated headwinds during the first full quarter post-April halving. Record-low hash prices and seasonal electricity rate increases resulted in compressed mining margins. We intentionally refrained from capital investments to upgrade our fleet to date in 2024, and the impact from legacy miners operating during the third quarter was a drag on our results. The upcoming conclusion of a hosting contract, along with legacy mining rigs at that site, presents an ideal opportunity to replace older units with newer models to reduce our production costs. While we will continue to evaluate mining investment on a case-by-case basis, our primary focus remains on scaling our HPC business, which we believe offers the greatest potential for long-term value creation.

We are committed to expanding our client base, growing our data center footprint, and developing a comprehensive software stack to enhance customer acquisition, retention, and margin growth. We are confident that this strategy will drive sustained value and better serve our long-term goals compared to short-term hash rate growth. With these strategic moves, we are more confident than ever in our direction and excited for the transformative growth that lies ahead. We continue to expect to reach our $100 million run-rate revenue target for our HPC business by the end of 2024.”

About Bit Digital

Bit Digital, Inc. is a global platform for high-performance computing (“HPC”) infrastructure and digital asset production headquartered in New York City . Our bitcoin mining operations are located in the US, Canada, and Iceland. For additional information, please contact ir@bit-digital.com or visit our website at www.bit-digital.com.

Investor Notice 

Investing in our securities involves a high degree of risk. Before making an investment decision, you should carefully consider the risks, uncertainties and forward-looking statements described under “Risk Factors” in Item 3.D of our Annual Report on Form 20-F for the fiscal year ended December 31, 2023 (“Annual Report”). Notwithstanding the fact that Bit Digital Inc. has not conducted operations in the PRC since September 30, 2021 we have previously disclosed under Risk Factors in our Annual Report: “We may be subject to fines and penalties for any noncompliance with or any liabilities in our former business in China in a certain period from now on.” Although the statute of limitations for non-compliance by our former business in the PRC is generally two years and the Company has been out of the PRC, for more than two years, the Authority may still find its prior bitcoin mining operations involved a threat to financial security. In such event, the two-year period would be extended to five years. If any material risk was to occur, our business, financial condition or results of operations would likely suffer. In that event, the value of our securities could decline and you could lose part or all of your investment. The risks and uncertainties we describe are not the only ones facing us. Additional risks not presently known to us or that we currently deem immaterial may also impair our business operations. In addition, our past financial performance may not be a reliable indicator of future performance, and historical trends should not be used to anticipate results in the future. Future changes in the network-wide mining difficulty rate or bitcoin hash rate may also materially affect the future performance of Bit Digital’s production of bitcoin. Actual operating results will vary depending on many factors including network difficulty rate, total hash rate of the network, the operations of our facilities, the status of our miners, and other factors. See “Safe Harbor Statement” below.

Safe Harbor Statement 

This press release may contain certain “forward-looking statements” relating to the business of Bit Digital, Inc., and its subsidiary companies. All statements, other than statements of historical fact included herein are “forward-looking statements.” These forward-looking statements are often identified by the use of forward-looking terminology such as “believes,” “expects,” or similar expressions, involving known and unknown risks and uncertainties. Although the Company believes that the expectations reflected in these forward-looking statements are reasonable, they do involve assumptions, risks and uncertainties, and these expectations may prove to be incorrect. Investors should not place undue reliance on these forward-looking statements, which speak only as of the date of this press release. The Company’s actual results could differ materially from those anticipated in these forward-looking statements as a result of a variety of factors, including those discussed in the Company’s periodic reports that are filed with the Securities and Exchange Commission and available on its website at http://www.sec.gov. All forward-looking statements attributable to the Company or persons acting on its behalf are expressly qualified in their entirety by these factors. Other than as required under the securities laws, the Company does not assume a duty to update these forward-looking statements.

Release – FAT Brands Announces Refinancing of Twin Peaks Credit Facility

Posted on by dburczyk@noblecapitalmarkets.com

Research News and Market Data on FAT

LOS ANGELES, Nov. 18, 2024 (GLOBE NEWSWIRE) — FAT (Fresh. Authentic. Tasty.) Brands Inc., (NASDAQ: FAT), a leading global franchising company and parent company of 18 iconic brands, is pleased to announce that Twin Hospitality Group Inc., the operating unit for its Twin Peaks and Smokey Bones restaurant brands, has priced the issuance of new notes to refinance its whole business securitization credit facility originated in October 2021. The aggregate principal balance of the new Series 2024-1 fixed rate notes (the “Notes”) is $416,711,000 across four tranches, with a weighted average interest rate of 9.5% per annum. The issuer of the Notes will be Twin Hospitality I, LLC, a wholly-owned subsidiary of Twin Hospitality Group Inc.

The Notes may be exchanged for a proportionate interest in Exchangeable Notes in two tranches, referred to as Class A2IIB2 (up to $326,876,000) and Class A2IIB2M2 (up to $404,587,000), which reflect in the aggregate the characteristics of the corresponding exchanged Notes.

Ken Kuick, Co-CEO of FAT Brands, said, “We are pleased to announce the successful pricing of the TWNP Series 2024-1 whole business securitization notes. This financing stabilizes Twin Peaks’ financial structure and represents a key milestone as we work toward the goal of creating a standalone public company.”

Kuick continued, “Additionally, the refinancing allows us to further drive the growth of Twin Peaks, our fastest-growing concept. Twin Peaks’ compelling unit economics continue to fuel strong demand from both existing and potential franchisees seeking new locations. Year to date, we have opened nine new lodges bringing our total to 115 Twin Peaks locations.”

Jefferies LLC acted as sole structuring agent and sole bookrunner for this transaction. Legal advisors were Katten Muchin Rosenman LLP for FAT Brands Inc., and King & Spalding LLP for Jefferies LLC.

This press release does not constitute an offer to sell or the solicitation of an offer to buy the Notes or any other security. The Notes have not been, and will not be, registered under the Securities Act of 1933 and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act of 1933.

About FAT (Fresh. Authentic. Tasty.) Brands
FAT Brands (NASDAQ: FAT) is a leading global franchising company that strategically acquires, markets, and develops fast casual, quick-service, casual dining, and polished casual dining concepts around the world. The Company currently owns 18 restaurant brands: Round Table Pizza, Fatburger, Marble Slab Creamery, Johnny Rockets, Fazoli’s, Twin Peaks, Great American Cookies, Smokey Bones, Hot Dog on a Stick, Buffalo’s Cafe & Express, Hurricane Grill & Wings, Pretzelmaker, Elevation Burger, Native Grill & Wings, Yalla Mediterranean and Ponderosa and Bonanza Steakhouses, and franchises and owns over 2,300 units worldwide. For more information on FAT Brands, please visit www.fatbrands.com.

About Twin Peaks
Founded in 2005 in the Dallas suburb of Lewisville, Twin Peaks franchises and owns 115 restaurants in the United States and Mexico. Twin Peaks is the ultimate sports lodge featuring made-from-scratch food and the coldest beer in the business, surrounded by scenic views and wall-to-wall TVs. For more information, visit twinpeaksrestaurant.com.

Forward Looking Statements
This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements are subject to significant business, economic and competitive risks, uncertainties and contingencies, many of which are difficult to predict and beyond our control, which could cause our actual results, including consummation and benefits of the potential transaction discussed in this press release, to differ materially from the results expressed or implied in such forward-looking statements. We refer you to the Form 10 Registration Statement filed by Twin Hospitality Group Inc., and the documents filed by FAT Brands Inc. from time to time with the SEC, such as its reports on Form 10-K, Form 10-Q and Form 8-K, for a discussion of these risks, uncertainties and contingencies. We undertake no obligation to update any forward-looking statement to reflect events or circumstances occurring after the date of this press release.

Investor Relations:
ICR
Michelle Michalski
IR-FATBrands@icrinc.com
646-277-1224

Media Relations:
FAT Brands Inc.
Erin Mandzik
emandzik@fatbrands.com
860-212-6509

Orla Mining Expands into Canada with $810M Acquisition of Musselwhite Gold Mine

Posted on by slightbourne@noblecapitalmarkets.com
Key Points
– Orla acquires Musselwhite Gold Mine for $810M, doubling annual gold production to over 300,000 ounces.
– Musselwhite’s reserves and excess capacity position Orla for significant growth and resource expansion.
– The deal avoids equity dilution, backed by cornerstone investors and structured financing.

Orla Mining Ltd. (TSX: OLA; NYSE: ORLA) has announced its strategic acquisition of the Musselwhite Gold Mine in Ontario from Newmont Corporation for $810 million in cash, with an additional $40 million contingent on future gold prices. The move solidifies Orla’s transformation into a premier North America-focused, multi-asset gold producer, doubling its annual gold production to over 300,000 ounces and targeting growth to 500,000 ounces with the South Railroad Project in Nevada set to begin production by 2027.

This acquisition diversifies Orla’s portfolio, adding a tier-one jurisdiction to its operations. Located in Northwestern Ontario, Musselwhite is an underground mine with a proven track record, having produced nearly 6 million ounces of gold over its 25 years of operation. With 1.5 million ounces in proven and probable reserves and significant exploration potential, the mine represents a long-term growth opportunity for Orla.

The transaction is structured to avoid upfront equity dilution, financed through a mix of debt, gold prepayment, convertible notes, and cash. This includes commitments from cornerstone investors such as Fairfax Financial Holdings, Pierre Lassonde, and Trinity Capital Partners. The company’s robust financial position and support from existing shareholders enable it to capitalize on the acquisition without compromising shareholder value.

Orla’s management plans to leverage Musselwhite’s excess processing capacity and its extensive 65,000-hectare mining lease for exploration and resource expansion. The mine’s current recovery rates of 96% and its history of consistent reserve replenishment underscore its potential for long-term value creation.

CEO Jason Simpson emphasized the strategic significance of the acquisition: “This milestone more than doubles our production and establishes our presence in Ontario, a premier mining jurisdiction. We are committed to optimizing Musselwhite’s operations, exploring its vast potential, and maintaining strong relationships with local stakeholders and First Nations communities.”

The transaction is expected to close in early 2025, subject to shareholder and regulatory approvals. Orla’s board has unanimously recommended the deal, highlighting its alignment with the company’s growth strategy and significant accretion to key financial and operating metrics.

Musselwhite’s addition will generate over $150 million in average annual free cash flow, enabling Orla to self-fund its growth pipeline, including the Camino Rojo Sulphides project in Mexico and continued exploration in all operating regions.

With this acquisition, Orla strengthens its position as a leading North American gold producer, blending operational expertise with strategic financial planning to drive shareholder value and long-term growth.

Take a moment to take a look at other emerging growth natural resources companies by taking a look at Noble Capital Markets Research Analyst Mark Reichman’s coverage list.

Maple Gold Mines (MGMLF) – Recent Private Placement Provides Flexibility to Pursue a Robust Exploration Program

Posted on by cpereira@noblefcm.com


Monday, November 18, 2024

Mark Reichman, Managing Director, Equity Research Analyst, Natural Resources, Noble Capital Markets, Inc.

Refer to the full report for the price target, fundamental analysis, and rating.

Private placement financing. On November 14, Maple Gold Mines closed a private placement of 32,695,384 non-flow-through (NFT) units at a price of C$0.065 per NFT unit and 35,935,000 flow-through (FT) common shares of the company at a price of C$0.08 per FT share for total gross proceeds of C$5 million. Each NFT unit consists of one common share and one-half of one common share purchase warrant. Each warrant entitles the holder to acquire one non-flow-through common share at a price per warrant share of C$0.10 until November 14, 2027.

Third quarter financial results. As an advanced exploration and development company, Maple Gold does not generate revenues and incurs expenses associated with advancing its projects. Maple Gold generated a third quarter loss of C$1.3 million or C$(0.00) per share compared to a loss of C$1.1 million or $(0.00) per share during the prior year period. We had anticipated a loss of C$1.5 million or C$(0.00) per share.


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*Analyst certification and important disclosures included in the full report. NOTE: investment decisions should not be based upon the content of this research summary. Proper due diligence is required before making any investment decision. 

Haynes International (HAYN) – Acquisition by North American Stainless Expected to Close Shortly

Posted on by cpereira@noblefcm.com


Monday, November 18, 2024

Haynes International, Inc. is a leading developer, manufacturer and marketer of technologically advanced, nickel and cobalt-based high-performance alloys, primarily for use in the aerospace, industrial gas turbine and chemical processing industries.

Mark Reichman, Managing Director, Equity Research Analyst, Natural Resources, Noble Capital Markets, Inc.

Refer to the full report for the price target, fundamental analysis, and rating.

Acquisition by North American Stainless. In February, Haynes International entered into an agreement to be acquired by North American Stainless, a wholly owned subsidiary of Acerinox. North American Stainless will acquire all the outstanding shares of Haynes for $61.00 per share. The merger is conditioned on, among other things, the receipt of the approvals, clearances, or expirations of waiting periods under certain regulatory laws.

Receipt of all regulatory approvals and clearances. With the Austria waiting period expiration on November 15, all regulatory approvals and clearances where the applicable authorities have asserted jurisdiction have been obtained, including in the United States and in the United Kingdom.


Get the Full Report

Equity Research is available at no cost to Registered users of Channelchek. Not a Member? Click ‘Join’ to join the Channelchek Community. There is no cost to register, and we never collect credit card information.

This Company Sponsored Research is provided by Noble Capital Markets, Inc., a FINRA and S.E.C. registered broker-dealer (B/D).

*Analyst certification and important disclosures included in the full report. NOTE: investment decisions should not be based upon the content of this research summary. Proper due diligence is required before making any investment decision. 

Spirit Airlines Files for Bankruptcy Amid Mounting Losses and Industry Challenges

Posted on by slightbourne@noblecapitalmarkets.com
Key Points
– Spirit Airlines files for Chapter 11 bankruptcy to restructure its finances and address operational challenges.
– Failed merger attempts, engine recalls, and mounting debt contributed to the filing.
– The airline continues operations while restructuring and exploring recovery options.

Spirit Airlines, once a leader in budget air travel, has filed for Chapter 11 bankruptcy as it faces growing financial difficulties, operational hurdles, and a rapidly changing airline industry. The move marks a significant moment for the carrier, which revolutionized low-cost flying by offering ultra-cheap fares and charging for additional services.

The Florida-based airline plans to continue operations during its restructuring. Spirit’s CEO, Ted Christie, assured customers that flights, bookings, and loyalty points remain unaffected. “The most important thing to know is that you can continue to book and fly now and in the future,” Christie stated in a letter to passengers.

Spirit’s filing follows a series of compounding issues. The airline struggled to recover from a blocked $3.8 billion acquisition by JetBlue Airways earlier this year after a federal judge ruled the merger would reduce competition and drive up fares. Additionally, a recall of Pratt & Whitney engines grounded dozens of planes, exacerbating operational constraints.

To stabilize its finances, Spirit negotiated a deal with bondholders, securing $300 million in debtor-in-possession financing and agreeing to restructure $1.1 billion in debt due next year. However, the airline’s financial troubles run deep, with its stock falling more than 90% this year and losses exceeding $335 million in the first half of 2024.

Spirit’s unique business model, which prioritized low fares with fees for extras like seat selection and cabin baggage, once made it a favorite for cost-conscious travelers. Yet rising competition, shifting consumer preferences, and a surge in operating costs have taken a toll. The airline’s revenues have declined as fares fell in an oversaturated domestic market. Additionally, its attempts to attract premium travelers by introducing bundled fares and larger seats were not enough to offset financial pressures.

The airline has taken steps to generate cash by selling aircraft and reducing its fleet. Recent sales of Airbus jets generated $519 million in liquidity. However, analysts predict Spirit will need to scale back further as it restructures under bankruptcy protection. This includes potential reductions in routes and furloughs, with hundreds of pilots already impacted this year.

Despite these challenges, Spirit’s impact on the airline industry remains undeniable. Its low-cost strategy spurred competition from larger carriers, forcing them to offer basic economy fares and rethink pricing models. While Spirit now faces an uncertain future, its legacy as a disruptor in the airline industry is secure.

Looking ahead, industry analysts speculate that Spirit may revisit merger discussions with budget carrier Frontier Airlines, a deal abandoned in favor of JetBlue’s offer in 2022. Frontier and Spirit could create a strong combined competitor in the low-cost segment, potentially helping Spirit recover from its financial turmoil.

As Spirit navigates bankruptcy, its loyal passengers and the broader industry will watch closely to see if the budget airline can find a path to recovery while maintaining its commitment to affordable air travel.

Lifeway Foods (LWAY) – Danone Ups Offer to $27

Posted on by cpatches


Friday, November 15, 2024

Joe Gomes, CFA, Managing Director, Equity Research Analyst, Generalist , Noble Capital Markets, Inc.

Joshua Zoepfel, Research Associate, Noble Capital Markets, Inc.

Refer to the full report for the price target, fundamental analysis, and rating.

Ups Offer. In an amended Schedule 13D filing on Friday morning, Danone upped their offer to acquire the shares of Lifeway not already owned to $27, all cash, from a prior $25. According to a letter filed with the amended 13D, Danone believes the “updated indicative price fully reflects the fundamental potential of the Company and provides Lifeway’s shareholders with the certainty of an attractive and immediate cash premium.”

3 Week Timing. Although Danone has yet to be granted access to any due diligence, Danone is prepared to conduct due diligence as soon as provided access to a data room. Danone also is ready to enter into immediate negotiations regarding the terms of a potential transaction. Subject to Danone being able to access immediately the information required as part of confirmatory due diligence and negotiating Transaction Documentation in parallel, Danone is confident in its ability to reach a definitive agreement in three weeks.


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Equity Research is available at no cost to Registered users of Channelchek. Not a Member? Click ‘Join’ to join the Channelchek Community. There is no cost to register, and we never collect credit card information.

This Company Sponsored Research is provided by Noble Capital Markets, Inc., a FINRA and S.E.C. registered broker-dealer (B/D).

*Analyst certification and important disclosures included in the full report. NOTE: investment decisions should not be based upon the content of this research summary. Proper due diligence is required before making any investment decision. 

GDEV Inc (GDEV) – Nearly Doubles Street Expectations

Posted on by cpatches


Friday, November 15, 2024

Michael Kupinski, Director of Research, Equity Research Analyst, Digital, Media & Technology , Noble Capital Markets, Inc.

Jacob Mutchler, Research Associate, Noble Capital Markets, Inc.

Refer to the full report for the price target, fundamental analysis, and rating.

Over delivered on Q3 results. Total company revenue was $110.7 million, beating our $103.0 million estimate. With costs in line with expectations, the revenue upside flowed to adj. EBITDA, which substantially exceeded our expectations, of $16.9 million versus our estimate of $4.9 million, as illustrated in Figure #1 Q3 Results. We believe that the results beat Street estimates, with consensus adj. EBITDA of $8.5 million.

Upside variance. The company is seeking ways to make efficient use of its marketing spend, particularly in areas that provide sufficient returns. Sales & Marketing expenses of $52.0 million were lower than our $53.0 million estimate in spite of better than expected revenues. We anticipate Sales & Marketing expenses to accelerate in coming quarters as the company hones in on its marketing strategy and expands into new territories. 


Get the Full Report

Equity Research is available at no cost to Registered users of Channelchek. Not a Member? Click ‘Join’ to join the Channelchek Community. There is no cost to register, and we never collect credit card information.

This Company Sponsored Research is provided by Noble Capital Markets, Inc., a FINRA and S.E.C. registered broker-dealer (B/D).

*Analyst certification and important disclosures included in the full report. NOTE: investment decisions should not be based upon the content of this research summary. Proper due diligence is required before making any investment decision.