Business Wire News

Appoints Steve Machuga as Chief Operating Officer

ALISO VIEJO, Calif.--(BUSINESS WIRE)--indie Semiconductor, an Autotech solutions innovator which is currently in the process of becoming a public company through a planned merger with Thunder Bridge Acquisition II (Nasdaq: THBR), a special purpose acquisition company, today announced that Steve Machuga has joined the Company. Machuga is serving in the newly created role of Chief Operating Officer with responsibility for expanding and optimizing the Company’s global supply chain, managing manufacturing engineering functions and overseeing day-to-day operations. He will serve as an executive officer of indie and report to Donald McClymont, indie’s co-founder, chairman and chief executive officer.


Machuga most recently was vice president of worldwide operations for Skyworks Solutions, Inc. He joined Skyworks in 2002 upon its creation and over the years held positions of increasing responsibility in process and product development, operations strategy and execution, including serving as vice president of external manufacturing and operations engineering. Prior to joining Skyworks, Machuga worked for Conexant and Motorola in various engineering and manufacturing management roles. He holds a Masters in Chemical Engineering from the University of Minnesota, Twin Cities and Bachelors in Chemical Engineering and Materials Science from the University of Connecticut.

Steve will be a tremendous asset as we take indie to the next level,” said McClymont. “We plan to leverage his extensive supply chain and processes knowledge experience as we dramatically scale indie’s operations. In particular, Steve will help us harness the strength of our global network of foundry, test and assembly partners to satisfy indie’s increasing global customer demand.”

I am excited to be joining indie at this key growth juncture,” said Machuga. “Together with Donald and the team, I look forward to helping indie achieve substantial revenue growth and gross margin expansion while exceeding customer expectations and ultimately realizing our ambitious vision of empowering the Autotech revolution.”

indie’s products serve four types of automotive applications: safety systems, connected car, user experience and electrification. According to IHS research, these key functions are projected to grow at a 19 percent compounded annual growth rate, from $16 billion in 2020 to $38 billion by 2025, substantially outpacing the broader global automotive semiconductor market during the same period.

About indie

indie is empowering the Autotech revolution with next generation automotive semiconductors and software platforms. We focus on EDGE sensors for Advanced Driver Assistance Systems including LiDAR, connected car, user experience and electrification applications. These technologies represent the core underpinnings of both electric and autonomous vehicles, while the advanced user interfaces transform the in-cabin experience to mirror and seamlessly connect to the mobile platforms we rely on every day. We are an approved vendor to Tier 1 partners and our solutions can be found in marquee automotive OEMs around the world. Headquartered in Aliso Viejo, CA, indie has design centers and sales offices in Austin, TX; Boston, MA; Detroit, MI; San Francisco and San Jose, CA; Budapest, Hungary; Dresden, Germany; Edinburgh, Scotland and various locations throughout China.

Please visit us at www.indiesemi.com to learn more.

In December, indie announced it entered into a definitive agreement to merge with Thunder Bridge Acquisition II, Ltd. (Nasdaq: THBR), a special purpose acquisition company. The transaction is expected to close in the first quarter of 2021, subject to regulatory and stockholder approvals, and other customary closing conditions. The combined company will retain the indie Semiconductor name and be listed on Nasdaq under the new ticker symbol “INDI.”

About Thunder Bridge Acquisition II, Ltd.

Thunder Bridge Acquisition II, Ltd. is a blank check company formed for the purpose of effecting a merger, share exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses. In August 2019, Thunder Bridge Acquisition II consummated a $345 million initial public offering (the “IPO”) of 34.5 million units (reflecting the underwriters’ exercise of their over-allotment option in full), each unit consisting of one of the Company’s Class A ordinary shares and one-half warrant, each whole warrant enabling the holder thereof to purchase one Class A ordinary share at a price of $11.50 per share. Thunder Bridge II’s securities are quoted on the Nasdaq stock exchange under the ticker symbols THBRU, THBR and THBRW.

Additional Information about the Transaction and Where to Find It

In connection with the proposed transaction, Thunder Bridge II filed a registration statement on Form S-4 (the “Form S-4”), which includes a proxy statement/prospectus, with the Securities and Exchange Commission (the “SEC”) on January 25, 2021, and II intends to file any and all additional relevant materials and other documents, as they become available, regarding the proposed transaction with the SEC. Thunder Bridge II’s shareholders and other interested persons are advised to read, the preliminary proxy statement/prospectus, included in the Form S-4, and the amendments thereto and the definitive proxy statement/prospectus and documents incorporated by reference therein filed in connection with the proposed business combination, as these materials will contain important information about indie, Thunder Bridge II and the proposed business combination. Promptly after the Form S-4 is declared effective by the SEC, Thunder Bridge II will mail the definitive proxy statement/prospectus and a proxy card to each shareholder entitled to vote at the meeting relating to the approval of the Business Combination and other proposals set forth in the proxy statement/prospectus. Before making any voting or investment decision, investors and shareholders of Thunder Bridge II are urged to carefully read the entire Form S-4 and proxy statement/prospectus, when they become available, and any other relevant documents filed with the SEC, as well as any amendments or supplements to these documents, because they will contain important information about the proposed transaction. The documents filed by Thunder Bridge II with the SEC may be obtained free of charge at the SEC’s website at www.sec.gov or by directing a request to Thunder Bridge Acquisition II, Ltd., 9912 Georgetown Pike, Suite D203, Great Falls, Virginia, 22066, Attention: Secretary, or by calling (202) 431-0507.

Participants in the Solicitation

Thunder Bridge II and its directors and executive officers may be deemed participants in the solicitation of proxies from its shareholders with respect to the business combination. A list of the names of those directors and executive officers and a description of their interests in Thunder Bridge II is in the proxy statement/prospectus for the proposed business combination included in the Form S-4, which is available at www.sec.gov. Information about Thunder Bridge II’s directors and executive officers and their ownership of Thunder Bridge II ordinary shares is set forth in Thunder Bridge II prospectus, dated August 9, 2019 and in the proxy statement/prospectus included in the Form S-4, as may be modified or supplemented by any Form 3 or Form 4 filed with the SEC since the date of such filings. Other information regarding the interests of the participants in the proxy solicitation is also disclosed in the proxy statement/prospectus included in the Form S-4 pertaining to the proposed business combination. These documents can be obtained free of charge from www.sec.gov.indie and its directors and executive officers may also be deemed to be participants in the solicitation of proxies from the shareholders of Thunder Bridge II in connection with the proposed business combination. A list of the names of such directors and executive officers and information regarding their interests in the proposed business combination is disclosed in the proxy statement/prospectus included in the Form S-4 for the proposed business combination.

Forward Looking Statements

This communication contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements include, but are not limited to, statements about future financial and operating results, our plans, objectives, expectations and intentions with respect to future operations, products and services; and other statements identified by words such as “will likely result,” “are expected to,” “will continue,” “is anticipated,” “estimated,” “believe,” “intend,” “plan,” “projection,” “outlook” or words of similar meaning. These forward-looking statements include, but are not limited to, statements regarding indie’s industry and market sizes, future opportunities for indie and Thunder Bridge II, indie’s estimated future results and the proposed business combination between Thunder Bridge II and indie, including the implied enterprise value, the expected transaction and ownership structure and the likelihood, timing and ability of the parties to successfully consummate the proposed transaction. Such forward-looking statements are based upon the current beliefs and expectations of our management and are inherently subject to significant business, economic and competitive uncertainties and contingencies, many of which are difficult to predict and generally beyond our control. Actual results and the timing of events may differ materially from the results anticipated in these forward-looking statements.

In addition to factors previously disclosed in Thunder Bridge II’s reports filed with the SEC and those identified elsewhere in this communication, the following factors, among others, could cause actual results and the timing of events to differ materially from the anticipated results or other expectations expressed in the forward-looking statements: inability to meet the closing conditions to the business combination, including the occurrence of any event, change or other circumstances that could give rise to the termination of the definitive agreement; the inability to complete the transactions contemplated by the definitive agreement due to the failure to obtain approval of Thunder Bridge II’s shareholders, the failure to achieve the minimum amount of cash available following any redemptions by Thunder Bridge II shareholders, redemptions exceeding a maximum threshold or the failure to meet The Nasdaq Stock Market’s initial listing standards in connection with the consummation of the contemplated transactions; costs related to the transactions contemplated by the definitive agreement; a delay or failure to realize the expected benefits from the proposed transaction; risks related to disruption of management’s time from ongoing business operations due to the proposed transaction; changes in the automobile or semiconductor markets in which indie competes, including with respect to its competitive landscape, technology evolution or regulatory changes; changes in domestic and global general economic conditions, risk that indie may not be able to execute its growth strategies, including identifying and executing acquisitions; risks related to the ongoing COVID-19 pandemic and response; risk that indie may not be able to develop and maintain effective internal controls; and other risks and uncertainties indicated in Thunder Bridge II’s final prospectus, dated August 9, 2019, for its initial public offering, and the proxy statement/prospectus relating to the proposed business combination, including those under “Risk Factors” therein, and in Thunder Bridge II’s other filings with the SEC. Indie cautions that the foregoing list of factors is not exclusive.

Actual results, performance or achievements may differ materially, and potentially adversely, from any projections and forward-looking statements and the assumptions on which those forward-looking statements are based. There can be no assurance that the data contained herein is reflective of future performance to any degree. You are cautioned not to place undue reliance on forward-looking statements as a predictor of future performance as projected financial information and other information are based on estimates and assumptions that are inherently subject to various significant risks, uncertainties and other factors, many of which are beyond our control. All information set forth herein speaks only as of the date hereof in the case of information about Thunder Bridge II and indie or the date of such information in the case of information from persons other than Thunder Bridge II or indie, and we disclaim any intention or obligation to update any forward looking statements as a result of developments occurring after the date of this communication. Forecasts and estimates regarding indie’s industry and end markets are based on sources we believe to be reliable, however there can be no assurance these forecasts and estimates will prove accurate in whole or in part. Annualized, pro forma, projected and estimated numbers are used for illustrative purpose only, are not forecasts and may not reflect actual results.

No Offer or Solicitation

This press release shall not constitute a solicitation of a proxy, consent, or authorization with respect to any securities or in respect of the proposed business combination. This press release shall also not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any states or jurisdictions in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended, or an exemption therefrom.


Contacts

Media Relations:
Pilar Barrigas
949-608-0854
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Investor Relations:
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DALLAS--(BUSINESS WIRE)--Matador Resources Company (NYSE: MTDR) (“Matador” or the “Company”) today reported its estimated proved oil and natural gas reserves at December 31, 2020, which showed a 7% year-over-year increase in total proved reserves, including a 17% year-over-year increase in proved developed reserves and a 12% year-over-year increase in Delaware Basin total proved reserves, each as compared to the Company’s oil and natural gas reserves at December 31, 2019.


Joseph Wm. Foran, Matador’s Chairman and CEO, commented, “Matador is pleased today to report a 7% year-over-year increase in our total proved reserves from 252.5 million BOE at December 31, 2019 to 270.3 million BOE at December 31, 2020, an all-time high for Matador. This reserves increase was achieved despite the 31% reduction in oil price and the 23% reduction in natural gas price required to be used in estimating proved reserves at December 31, 2020, as noted in the summary table following my remarks. Further, this increase in total proved reserves reflects organic reserves growth from Matador’s oil and natural gas properties and was achieved despite the reduction in the Company’s operated rig count from six to three during 2020.

Matador’s year-end 2020 proved reserves also reflect a 17% year-over-year increase in proved developed reserves, which is attributable to the quality of new wells we completed and turned to sales during 2020 and is very important to the continued reaffirmation, and potential future increases, of the borrowing base under our reserves-based credit facility. Further, our total proved reserves in the Delaware Basin increased 12% during 2020 and now comprise approximately 97% of our total proved oil and natural gas reserves.

Although the Standardized Measure and the PV-10 value of our proved reserves declined 22% and 26%, respectively, from $2.03 billion and $2.25 billion at December 31, 2019 to $1.58 billion and $1.66 billion at December 31, 2020, the decrease was entirely attributable to the reduction in commodity prices noted above. Given the continued strong well results we have achieved throughout our Delaware Basin acreage position, and particularly in the Stateline asset area and the Rodney Robinson leasehold, Matador believes that it is well positioned for more significant growth in its proved reserves volumes and PV-10 value at year-end 2021 as commodity prices recover.”

Proved Reserves, Standardized Measure and PV-10

The following table summarizes Matador’s estimated total proved oil and natural gas reserves at December 31, 2020, 2019 and 2018.

 

 

 

 

 

 

 

 

At December 31,

 

 

2020

 

2019

 

2018

 

Estimated proved reserves:(1)(2)

 

 

 

 

 

 

Oil (MBbl)(3)

159,949

 

 

147,991

 

 

123,401

 

 

Natural Gas (Bcf)(4)

662.3

 

 

627.2

 

 

551.5

 

 

Total (MBOE)(5)

270,332

 

 

252,531

 

 

215,313

 

 

Estimated proved developed reserves:

 

 

 

 

 

 

Oil (MBbl)(3)

69,647

 

 

59,667

 

 

53,223

 

 

Natural Gas (Bcf)(4)

323.2

 

 

276.3

 

 

246.2

 

 

Total (MBOE)(5)

123,507

 

 

105,710

 

 

94,261

 

 

Percent developed

45.7

%

 

41.9

%

 

43.8

%

 

Estimated proved undeveloped reserves:

 

 

 

 

 

 

Oil (MBbl)(3)

90,301

 

 

88,324

 

 

70,178

 

 

Natural Gas (Bcf)(4)

339.1

 

 

351.0

 

 

305.2

 

 

Total (MBOE)(5)

146,825

 

 

146,821

 

 

121,052

 

 

Standardized Measure (in millions)(6)

$

1,584.4

 

 

$

2,034.0

 

 

$

2,250.6

 

 

PV-10 (in millions)(7)

$

1,658.0

 

 

$

2,248.2

 

 

$

2,579.3

 

 

Commodity prices:(2)

 

 

 

 

 

 

Oil (per Bbl)

$

36.04

 

 

$

52.19

 

 

$

62.04

 

 

Natural Gas (per MMBtu)

$

1.99

 

 

$

2.58

 

 

$

3.10

 

 

 

 

 

 

 

 

 

(1) Numbers in table may not total due to rounding.

(2) Matador’s estimated proved reserves, Standardized Measure and PV-10 were determined using index prices for oil and natural gas, without giving effect to derivative transactions, and were held constant throughout the life of the properties. The unweighted arithmetic averages of first-day-of-the-month prices for the period from January through December 2020 were $36.04 per Bbl for oil and $1.99 per MMBtu for natural gas, for the period from January through December 2019 were $52.19 per Bbl for oil and $2.58 per MMBtu for natural gas and for the period from January through December 2018 were $62.04 per Bbl for oil and $3.10 per MMBtu for natural gas. These prices were adjusted by property for quality, energy content, regional price differentials, transportation fees, marketing deductions and other factors affecting the price received at the wellhead. Matador reports its proved reserves in two streams, oil and natural gas, and the economic value of the NGLs associated with the natural gas is included in the estimated wellhead price on those properties where NGLs are extracted and sold.

(3) One thousand barrels of oil.

(4) One billion cubic feet of natural gas.

(5) One thousand barrels of oil equivalent, estimated using a conversion factor of one barrel of oil per six thousand standard cubic feet of natural gas.

(6) Standardized Measure represents the present value of estimated future net cash flows from proved reserves, less estimated future development, production, plugging and abandonment and income tax expenses, discounted at 10% per annum to reflect the timing of future cash flows. Standardized Measure is not an estimate of the fair market value of Matador’s properties.

(7) PV-10 is a non-GAAP financial measure. For a reconciliation of PV-10 (non-GAAP) to Standardized Measure (GAAP), please see “Supplemental Non-GAAP Financial Measures.” PV-10 is not an estimate of the fair market value of Matador’s properties.

The proved reserves estimates presented for each period in the table above were prepared by the Company’s internal engineering staff and audited by an independent reservoir engineering firm, Netherland, Sewell & Associates, Inc. These proved reserves estimates were prepared in accordance with the Securities and Exchange Commission’s rules for oil and natural gas reserves reporting and do not include any unproved reserves classified as probable or possible that might exist on Matador’s properties.

For a reconciliation of PV-10 (non-GAAP) to Standardized Measure (GAAP), please see “Supplemental Non-GAAP Financial Measures” below.

Total Proved Reserves at December 31, 2020 Increased 7% Year-Over-Year and Proved Developed Reserves Increased 17% Year-Over-Year

  • Matador’s total proved oil and natural gas reserves increased 7% year-over-year from 252.5 million barrels of oil equivalent (“BOE”) (59% oil, 42% proved developed, 92% Delaware Basin), consisting of 148.0 million barrels of oil and 627.2 billion cubic feet of natural gas, at December 31, 2019 to 270.3 million BOE (59% oil, 46% proved developed, 97% Delaware Basin), consisting of 159.9 million barrels of oil and 662.3 billion cubic feet of natural gas, at December 31, 2020. Oil, natural gas and total proved reserves at December 31, 2020 were each at all-time highs for Matador. Estimated total proved oil and natural gas reserves increased 26%, or 55.0 million BOE, over the last two years from 215.3 million BOE (57% oil, 44% proved developed, 89% Delaware Basin) at December 31, 2018.
  • At December 31, 2020, the Standardized Measure and the PV-10, a non-GAAP financial measure, of Matador’s total proved oil and natural gas reserves decreased 22% and 26% to $1.58 billion and $1.66 billion from $2.03 billion and $2.25 billion, respectively, at December 31, 2019. The decrease in both Standardized Measure and PV-10 of Matador’s proved oil and natural gas reserves at December 31, 2020 resulted primarily from the significant decrease in both oil and natural gas prices used to estimate proved reserves at December 31, 2020, as compared to December 31, 2019. At December 31, 2020, the oil and natural gas prices used to estimate total proved reserves were $36.04 per barrel (a 31% decrease) and $1.99 per MMBtu (a 23% decrease), respectively, as compared to $52.19 per barrel and $2.58 per MMBtu, respectively, at December 31, 2019.
  • Matador’s proved developed oil and natural gas reserves increased 17% year-over-year from 105.7 million BOE (56% oil), consisting of 59.7 million barrels of oil and 276.3 billion cubic feet of natural gas, at December 31, 2019 to 123.5 million BOE (56% oil), consisting of 69.6 million barrels of oil and 323.2 billion cubic feet of natural gas, at December 31, 2020. Proved developed oil, natural gas and total reserves at December 31, 2020 were each at all-time highs for Matador.
  • The increase in Matador’s proved reserves during 2020 also included net upward revisions to prior reserves estimates of 9.8 million BOE. These upward revisions to prior estimates resulted primarily from better-than-expected well performance associated with a number of wells throughout the Delaware Basin, which more than offset downward revisions associated with the lower commodity prices used to evaluate proved reserves at December 31, 2020.
  • Matador’s Delaware Basin total proved reserves increased 12% year-over-year from 232.8 million BOE (60% oil), consisting of 139.6 million barrels of oil and 559.2 billion cubic feet of natural gas, at December 31, 2019 to 261.9 million BOE (60% oil), consisting of 156.3 million barrels of oil and 633.5 billion cubic feet of natural gas, at December 31, 2020. At December 31, 2020, the Delaware Basin comprised 97% of the Company’s total proved oil and natural gas reserves, including 98% of its proved oil reserves and 96% of its proved natural gas reserves. Delaware Basin oil, natural gas and total proved reserves at December 31, 2020 were each at all-time highs for Matador.
  • Matador’s proved undeveloped reserves at December 31, 2020 were unchanged at 146.8 million BOE, as compared to December 31, 2019, as the net additions to the Company’s proved undeveloped reserves offset the conversion of reserves from proved undeveloped reserves to proved developed reserves during 2020. Matador’s proved undeveloped oil reserves increased 2% from 88.3 million barrels at December 31, 2019 to 90.3 million barrels at December 31, 2020. Proved undeveloped natural gas reserves decreased 3% from 351.0 billion cubic feet at December 31, 2019 to 339.1 billion cubic feet at December 31, 2020. These changes in proved undeveloped reserves were primarily the result of net increases in Matador’s proved undeveloped reserves in the Delaware Basin, which were offset by the removal of certain proved undeveloped reserves from total proved reserves at December 31, 2020, primarily in the Eagle Ford shale and the Haynesville shale, resulting primarily from the large declines in oil and natural gas prices used to estimate proved reserves at December 31, 2020, as compared to December 31, 2019.

Supplemental Non-GAAP Financial Measures

PV-10

PV-10 is a non-GAAP financial measure and generally differs from Standardized Measure, the most directly comparable GAAP financial measure, because it does not include the effects of income taxes on future net revenues. PV-10 is not an estimate of the fair market value of the Company’s properties. Matador and others in the industry use PV-10 as a measure to compare the relative size and value of proved reserves held by companies and of the potential return on investment related to the companies’ properties without regard to the specific tax characteristics of such entities. PV-10 may be reconciled to the Standardized Measure of discounted future net cash flows at such dates by adding the discounted future income taxes associated with such reserves to the Standardized Measure.

 

(in millions)

At December 31,
2020

 

At December 31,
2019

 

At December 31,
2018

 

Standardized Measure

$

1,584.4

 

 

$

2,034.0

 

 

$

2,250.6

 

 

Discounted future income taxes

73.6

 

 

214.2

 

 

328.7

 

 

PV-10

$

1,658.0

 

 

$

2,248.2

 

 

$

2,579.3

 

 

 

 

 

 

 

 

 

About Matador Resources Company

Matador is an independent energy company engaged in the exploration, development, production and acquisition of oil and natural gas resources in the United States, with an emphasis on oil and natural gas shale and other unconventional plays. Its current operations are focused primarily on the oil and liquids-rich portion of the Wolfcamp and Bone Spring plays in the Delaware Basin in Southeast New Mexico and West Texas. Matador also operates in the Eagle Ford shale play in South Texas and the Haynesville shale and Cotton Valley plays in Northwest Louisiana. Additionally, Matador conducts midstream operations, primarily through its midstream joint venture, San Mateo, in support of its exploration, development and production operations and provides natural gas processing, oil transportation services, natural gas, oil and produced water gathering services and produced water disposal services to third parties.

For more information, visit Matador Resources Company at www.matadorresources.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. “Forward-looking statements” are statements related to future, not past, events. Forward-looking statements are based on current expectations and include any statement that does not directly relate to a current or historical fact. In this context, forward-looking statements often address expected future business and financial performance, and often contain words such as “could,” “believe,” “would,” “anticipate,” “intend,” “estimate,” “expect,” “may,” “should,” “continue,” “plan,” “predict,” “potential,” “project,” “hypothetical,” “forecasted” and similar expressions that are intended to identify forward-looking statements, although not all forward-looking statements contain such identifying words. Such forward-looking statements include, but are not limited to, statements about guidance, projected or forecasted financial and operating results, future liquidity, results in certain basins, objectives, project timing, expectations and intentions, regulatory and governmental actions and other statements that are not historical facts. Actual results and future events could differ materially from those anticipated in such statements, and such forward-looking statements may not prove to be accurate. These forward-looking statements involve certain risks and uncertainties, including, but not limited to, the following risks related to financial and operational performance: general economic conditions; the Company’s ability to execute its business plan, including whether its drilling program is successful; changes in oil, natural gas and natural gas liquids prices and the demand for oil, natural gas and natural gas liquids; its ability to replace reserves and efficiently develop current reserves; costs of operations; delays and other difficulties related to producing oil, natural gas and natural gas liquids; delays and other difficulties related to regulatory and governmental approvals and restrictions; its ability to make acquisitions on economically acceptable terms; its ability to integrate acquisitions; availability of sufficient capital to execute its business plan, including from future cash flows, increases in its borrowing base and otherwise; weather and environmental conditions; the impact of the worldwide spread of the novel coronavirus, or COVID-19, on oil and natural gas demand, oil and natural gas prices and our business; the operating results of the Company’s midstream joint venture’s Black River natural gas cryogenic processing plant; the timing and operating results of the buildout by the Company’s midstream joint venture of oil, natural gas and water gathering and transportation systems and the drilling of any additional produced water disposal wells; and other important factors which could cause actual results to differ materially from those anticipated or implied in the forward-looking statements. For further discussions of risks and uncertainties, you should refer to Matador’s filings with the Securities and Exchange Commission (“SEC”), including the “Risk Factors” section of Matador’s most recent Annual Report on Form 10-K and any subsequent Quarterly Reports on Form 10-Q. Matador undertakes no obligation to update these forward-looking statements to reflect events or circumstances occurring after the date of this press release, except as required by law, including the securities laws of the United States and the rules and regulations of the SEC. 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 are qualified in their entirety by this cautionary statement.


Contacts

Mac Schmitz
Capital Markets Coordinator
(972) 371-5225
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DUBLIN--(BUSINESS WIRE)--The "Technology Landscape, Trends and Opportunities in the Global Flow Sensor Market" report has been added to ResearchAndMarkets.com's offering.


The technologies in flow sensor market have undergone significant change in recent years, with traditional differential flow sensing to advanced ultrasonic sensing technology. The rising wave of new technologies, such as ultrasonic and magnetic, are creating significant potential in power generation applications, and driving the demand for flow sensor technologies.

In flow sensor market, various technologies such as coriolis, differential flow, ultrasonic, magnetic, and vortex sensor are used to measure a flow rate. Increasing demand of flow sensors in oil and gas industries and growing need to monitor and control the flow are creating new opportunities for various flow sensor technologies.

This report analyzes technology maturity, degree of disruption, competitive intensity, market potential, and other parameters of various technologies in the flow sensor market.

The study includes technology readiness, competitive intensity, regulatory compliance, disruption potential, trends, forecasts and strategic implications for the global flow sensor technology by application, technology, and region.

Some of the flow sensor companies profiled in this report includes Trumeter, SMC Corporation, GEMS Sensors, Honeywell, Flowline, Panasonic, Qualtek Electronics Corp.

This report answers the following 9 key questions:

  • What are some of the most promising and high-growth technology opportunities for the flow sensor market?
  • Which technology will grow at a faster pace and why?
  • What are the key factors affecting dynamics of different technologies? What are the drivers and challenges of these technologies in flow sensor market?
  • What are the levels of technology readiness, competitive intensity and regulatory compliance in this technology space?
  • What are the business risks and threats to these technologies in flow sensor market?
  • What are the latest developments in flow sensor technologies? Which companies are leading these developments?
  • Which technologies have potential of disruption in this market?
  • Who are the major players in this flow sensor market? What strategic initiatives are being implemented by key players for business growth?
  • What are strategic growth opportunities in this flow sensor technology space?

Key Topics Covered:

1. Executive Summary

2. Technology Landscape

2.1. Technology Background and Evolution

2.2. Technology and Application Mapping

2.3. Supply Chain

3. Technology Readiness

3.1. Technology Commercialization and Readiness

3.2. Drivers and Challenges in Flow Sensor Technologies

3.3. Competitive Intensity

3.4. Regulatory Compliance

4. Technology Trends and Forecasts Analysis from 2013-2024

4.1. Flow Sensor Opportunity

4.2. Technology Trends (2013-2018) and Forecasts (2019-2024)

4.2.1. Coriolis

4.2.2. Differential Flow

4.2.3. Ultrasonic

4.2.4. Vortex

4.2.5. Magnetic

4.3. Technology Trends (2013-2018) and Forecasts (2019-2024) by Application Segments

4.3.1. Power Generation by Technology

4.3.1.1. Coriolis

4.3.1.2. Differential Flow

4.3.1.3. Ultrasonic

4.3.1.4. Vortex

4.3.1.5. Magnetic

4.3.2. Water and Wastewater by Technology

4.3.2.1. Coriolis

4.3.2.2. Differential Flow

4.3.2.3. Ultrasonic

4.3.2.4. Vortex

4.3.2.5. Magnetic

4.3.3. Paper and Pulp by Technology

4.3.3.1. Coriolis

4.3.3.2. Differential Flow

4.3.3.3. Ultrasonic

4.3.3.4. Vortex

4.3.3.5. Magnetic

4.3.4. Chemical by Technology

4.3.4.1. Coriolis

4.3.4.2. Differential Flow

4.3.4.3. Ultrasonic

4.3.4.4. Vortex

4.3.4.5. Magnetic

4.3.5. Food and Beverage by Technology

4.3.5.1. Coriolis

4.3.5.2. Differential Flow

4.3.5.3. Ultrasonic

4.3.5.4. Vortex

4.3.5.5. Magnetic

4.3.6. Oil and Gas by Technology

4.3.6.1. Coriolis

4.3.6.2. Differential Flow

4.3.6.3. Ultrasonic

4.3.6.4. Vortex

4.3.6.5. Magnetic

4.3.7. Others by Technology

4.3.7.1. Coriolis

4.3.7.2. Differential Flow

4.3.7.3. Ultrasonic

4.3.7.4. Vortex

4.3.7.5. Magnetic

5. Technology Opportunities (2013-2024) by Region

5.1. Flow Sensor Market by Region

5.2. North American Flow Sensor Technology Market

5.2.1. United States Flow Sensor Technology Market

5.2.2. Canadian Flow Sensor Technology Market

5.2.3. Mexican Flow Sensor Technology Market

5.3. European Flow Sensor Technology Market

5.4. APAC Flow Sensor Technology Market

5.5. ROW Flow Sensor Technology Market

6. Latest Developments and Innovations in the Flow Sensor Technologies

7. Companies/Ecosystem

7.1. Product Portfolio Analysis

7.2. Market Share Analysis

7.3. Geographical Reach

8. Strategic Implications

8.1. Implications

8.2. Growth Opportunity Analysis

8.2.1. Growth Opportunities for the Flow Sensor Market by Technology Type

8.2.2. Growth Opportunities for the Flow Sensor Market by Application

8.2.3. Growth Opportunities for the Flow Sensor Market by Region

8.3. Emerging Trends in the Flow Sensor Market

8.4. Disruption Potential

8.5. Strategic Analysis

8.5.1. New Product Development

8.5.2. Capacity Expansion of the Flow Sensor Market

8.5.3. Mergers, Acquisitions, and Joint Ventures in the Flow Sensor Market

9. Company Profiles of Leading Players

9.1. Trumeter

9.2. SMC Corporation

9.3. GEMS Sensors

9.4. Honeywell

9.5. Flowline

9.6. Panasonic

9.7. Qualtek Electronics Corp.

For more information about this report visit https://www.researchandmarkets.com/r/qm5399


Contacts

ResearchAndMarkets.com
Laura Wood, Senior Press Manager
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DENVER, Pa.--(BUSINESS WIRE)--UGI Utilities, Inc. (“UGI Utilities”), a subsidiary of UGI Corporation (NYSE: UGI), announced that the company has signed an agreement with Archaea Energy, LLC (“Archaea”) of Canonsburg, PA to accept delivery of renewable natural gas (“RNG") from the Keystone Landfill located in Dunmore, PA into its distribution system. This is the first RNG supply interconnect agreement UGI Utilities has signed to-date.


The RNG supply will be injected into UGI Utilities’ high-pressure natural gas pipeline serving its distribution system located in Lackawanna County, PA. The landfill gas, a byproduct of naturally decomposing materials in the landfill, will be processed and conditioned to meet UGI Utilities’ gas quality requirements. The project is scheduled to become operational in September 2021.

When fully operational, the UGI Utilities system will be designed to take up to 16,000 mcf (thousand cubic feet) per day of RNG supply at a rate of up to 780 mcf per hour, making this the largest RNG supply point in the United States to-date. This supply point will be available for the company, as well as for natural gas suppliers operating on its system, for the purpose of supplying UGI Utilities customers.

Moving this RNG supply into the UGI Utilities distribution system provides benefits to the company and to the many communities it serves. In addition to securing a local source of gas for UGI Utilities customers, accepting the delivery of RNG for customer use reduces the release of naturally occurring methane from the Keystone Landfill into the atmosphere. From an environmental perspective, accepting delivery of the RNG will reduce CO2 emissions that would otherwise occur by up to approximately 314,000 metric tons per year. This CO2 reduction equates to removing the emissions from more than 67,000 passenger vehicles over the course of a calendar year.

“This agreement advances our strategy to position UGI Utilities as a leading provider of energy solutions that meet the environmental and social needs of our customers and our communities,” said Robert F. Beard, Executive Vice President - Natural Gas, UGI. “We look forward to expanding our portfolio of renewable energy offerings available to our customers across our service territories.”

Archaea CEO Nick Stork stated, “Archaea is proud to partner with UGI Utilities to help bring renewable energy to eastern Pennsylvania. UGI Utilities and Archaea share a common culture of safety, reliability and commitment to decarbonization of energy resources. Pennsylvania is our home, and we are thrilled to work with another “hometown” company like UGI Utilities,” Stork added.

“For over 135 years, UGI Utilities has focused on providing safe, reliable service to its customers and to the many communities it serves,” said Hans Bell, President of UGI Utilities. “Partnering with Archaea to bring these RNG volumes into our distribution system provides us with the opportunity to continue growing in an environmentally responsible way, and enhances and expands our commitment to offer energy solutions that are innovative, efficient and beneficial to the environment.”

About UGI Utilities

UGI Utilities is a natural gas and electric utility with headquarters in Denver, Pennsylvania. UGI serves more than 730,000 customers in 45 Pennsylvania counties and one county in Maryland. Customers and community members are invited to visit the UGI website at www.ugi.com; our Facebook page at www.facebook.com/ugiutilities; or follow us on Twitter at www.twitter.com/ugi_utilities.

About UGI Corporation

UGI Corporation is a distributor and marketer of energy products and services. Through subsidiaries, UGI operates natural gas and electric utilities in Pennsylvania, distributes LPG both domestically (through AmeriGas) and internationally (through UGI International), manages midstream energy assets in Pennsylvania, Ohio and West Virginia and electric generation assets in Pennsylvania, and engages in energy marketing, including renewable natural gas, in twelve states and the District of Columbia and internationally in France, Belgium, the Netherlands and the UK.

Comprehensive information about UGI Corporation is available on the Internet at https://www.ugicorp.com.

About Archaea

Archaea Energy, LLC is a nationwide developer of renewable energy resources, especially RNG projects. Its RNG projects curb greenhouse gas pollution and create sustainable energy, local investment, and green jobs, and improve local air quality. Its principals are leaders in the field of renewable energy and its partners include some of North America’s most environmentally responsible, socially conscious, and forward-thinking institutions – all of whom rely on Archaea RNG to decarbonize and meet their internal and external renewable energy goals.


Contacts

UGI Corporation Investor Relations
Tameka Morris, 610-456-6297
Arnab Mukherjee, 610-768-7498
Shelly Oates, 610-992 -3202

Loretta Cross and John Baumgartner join firm’s Houston office to enhance Energy practice


HOUSTON--(BUSINESS WIRE)--Grant Thornton LLP is expanding its restructuring-services offerings for oil and gas by hiring Loretta Cross and John Baumgartner. Based in Houston, Cross and Baumgartner join as managing directors who will be part of the firm’s Strategy and Transactions practice.

“Loretta and John possess tremendous restructuring experience with deep roots in the oil and gas industry,” said Paul Melville, national managing principal of Corporate Finance and head of the Restructuring practice at Grant Thornton. “Their extensive consulting acumen along with the restructuring team under their leadership will allow Grant Thornton to assist its oil and gas clients who are facing stress, distress and litigation — doing so at a time of great strain for oil and gas companies contending with the impact of COVID-19 and an increasing focus on alternative energy.”

Cross has more than 40 years of strategic, operational and financial consulting experience. She has served as a business advisor in some of the nation’s largest energy bankruptcies and restructurings — and has provided expert testimony on issues ranging from accounting practices to valuation issues. Cross rejoins Grant Thornton after more than seven years in the Restructuring group and Energy practice at a large consulting firm. During her first stint at Grant Thornton, she served as the national managing partner of the firm’s Corporate Advisory and Restructuring Services practice and was the Houston office Energy leader for Advisory Services.

Cross is a certified insolvency and restructuring advisor (CIRA) and holds her certification in distressed business valuation (CDBV). She has received multiple awards, including being named to the Who’s Who in Energy list by the Houston Business Journal and being named a YWCA Outstanding Woman in Energy. Cross received a bachelor’s degree in accounting from the University of Texas at Austin.

Baumgartner rejoins Grant Thornton with nearly 20 years of experience providing restructuring and solvency-related services. He specializes in financial restructuring, operational turnaround, energy consulting, litigation, valuation, forensic accounting and creditor representations. He has advised trustees and debtors in the energy field, including oil and gas, power and utilities, retail gas marketing, retail power marketing and midstream energy companies. Baumgartner previously served as a managing director in the Restructuring group and Energy practice at a large consulting firm. Earlier in his career, Baumgartner served as a director in Grant Thornton’s Corporate Advisory and Restructuring Services practice.

Baumgartner is a CIRA and holds his CDBV. He is a published author on oil and gas bankruptcies and received the Turnaround Management Association’s 2019 Turnaround and Transaction of the Year Award for Mid-Size Company Turnaround of the Year. Baumgartner received a master’s of business administration degree from Rice University’s Jones Graduate School of Business and a bachelor’s degree in economics from Rhodes College.

To learn more about Grant Thornton’s restructuring services and energy offerings, visit: www.grantthornton.com/restructuring-and-turnaround.

About Grant Thornton LLP
Founded in Chicago in 1924, Grant Thornton LLP (Grant Thornton) is the U.S. member firm of Grant Thornton International Ltd, one of the world’s leading organizations of independent audit, tax and advisory firms. Grant Thornton, which has revenues of $1.92 billion and operates more than 50 offices, works with a broad range of dynamic publicly and privately held companies, government agencies, financial institutions, and civic and religious organizations.

“Grant Thornton” refers to Grant Thornton LLP, the U.S. member firm of Grant Thornton International Ltd (GTIL). GTIL and the member firms are not a worldwide partnership. Services are delivered by the member firms. GTIL and its member firms are not agents of, and do not obligate, one another and are not liable for one another’s acts or omissions. Please see grantthornton.com for further details.


Contacts

Adam Bond
M +1 312 602 8332
E This email address is being protected from spambots. You need JavaScript enabled to view it.
S twitter.com/grantthorntonus
linkd.in/grantthorntonus

MINNEAPOLIS--(BUSINESS WIRE)--Northern Oil and Gas, Inc. (NYSE American: NOG) (“Northern”) today is pleased to announce the promotions of Mike Kelly and James Evans.


PROMOTIONS

Northern announced the following promotions effective immediately:

  • Mike Kelly, currently Executive Vice President of Finance, is promoted to Chief Strategy Officer
  • Jim Evans, currently Senior Vice President of Engineering, is promoted to Executive Vice President & Chief Engineer

“Both Mike and Jim have worked tirelessly to continue to grow our enterprise,” commented Nick O’Grady, Chief Executive Officer. “As we continue to build and scale Northern into a national franchise, these promotions are well deserved as recognition of their stellar efforts and growing roles within the organization.”

Mike Kelly has been named Chief Strategy Officer. Mr. Kelly has served as Northern’s Executive Vice President of Finance since January 2020.

Jim Evans has been named Executive Vice President & Chief Engineer. Mr. Evans has served as Senior Vice President of Engineering since January 2020, prior to which he served as Vice President of Engineering since June 2018 and in other roles since joining Northern in 2013.

ABOUT NORTHERN OIL AND GAS

Northern Oil and Gas, Inc. is a company with a primary strategy of investing in non-operated minority working and mineral interests in oil & gas properties, with a core area of focus in the premier basins within the United States.

More information about Northern Oil and Gas, Inc. can be found at www.NorthernOil.com.


Contacts

Mike Kelly, CFA
Chief Strategy Officer
(952) 476-9800
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Four New Electric Vehicle Fast Chargers are Now Open to the Public at 7-Eleven in West Sacramento

SAN FRANCISCO--(BUSINESS WIRE)--Today, Pacific Gas and Electric Company (PG&E) announced that the first public, electric vehicle (EV) fast chargers installed through its EV Fast Charge program are now open at the 7-Eleven® store in West Sacramento at 4010 Lake Road.

Drivers can charge their vehicles at the four new advanced 125kW-capable EV fast chargers. This 7-Eleven store operates 24 hours a day and supports the fueling needs of both EVs and conventional cars, both options owned and operated by 7-Eleven. PG&E is also working with 7-Eleven to install fast chargers at additional locations.

“7-Eleven has been around for over 90 years, providing customers with convenient and innovative products and services,” said Ann Scott, Sr. Director of Energy Engineering & Store Planning. “We are always trying to think about new ways to add better service to our customers. With more electric vehicles on the road, installing the fast charging stations was an obvious way to offer convenient charging to customers who need it while also taking strides to reduce our impact on the environment. 7-Eleven prides itself in collaborating with other companies who have the same vision to find mutually beneficial solutions for our customers, our business, and the environment. We look forward to adding more EV charging stations to more 7-Eleven stores over the next few years.”

EV Fast Chargers Hold the Key to Increasing EV Adoption

PG&E’s EV Fast Charge program complements state and privately funded fast charge deployments to help improve long-distance travel for EV drivers.

Public fast charging is critical to increasing EV adoption as it builds driver confidence in their ability to charge away from home and provides access to drivers who do not have residential charging. Fast chargers can potentially add hundreds of miles of range in as little as 30 minutes, compared to Level 2 chargers that fuel a car in several hours.

EV adoption is necessary for California’s clean air future as transportation is the single largest source of greenhouse-gas emissions in California, contributing 41%. The state aims to have 5 million zero-emission vehicles on the road by 2030 as well as 250,000 charging stations, including 10,000 fast chargers. Additionally, Gov. Gavin Newsom signed an executive order in September 2020 that will prohibit the sale of new gasoline- and diesel-powered vehicles after 2035. EVs are four times more efficient than diesel and natural gas engines and offer significant fuel cost savings.

“Expanding the use of electric vehicles is essential for California to achieve its bold climate and clean-air goals. PG&E is excited to collaborate with an iconic retailer like 7-Eleven. Working with customers such as 7-Eleven, PG&E has been an active partner in helping make EVs an option for millions of Californians, including by increasing EV charging options across our service area. Reducing vehicle emissions is good for our state and good for the environment," said Laurie Giammona, PG&E Senior Vice President and Chief Customer Officer.

EV drivers looking for fast charging can locate the West Sacramento 7-Eleven chargers on websites including PlugShare as well as through PG&E’s EV Savings Calculator. Additionally, on PG&E’s tool, customers who are considering purchasing or leasing an EV can compare cars and evaluate total cost of ownership of an EV compared to gasoline-powered cars.

For more on PG&E’s EV Fast Charge program, visit pge.com/evfastcharge.

To learn more about PG&E’s support and resources for customers with EVs, visit pge.com/ev. For more information about 7-Eleven’s Corporate Social Responsibility efforts, please visit their corporate website.

About PG&E

Pacific Gas and Electric Company, a subsidiary of PG&E Corporation (NYSE:PCG), is a combined natural gas and electric utility serving more than 16 million people across 70,000 square miles in Northern and Central California. For more information, visit pge.com and pge.com/news.


Contacts

MEDIA RELATIONS:
415-973-5930

 Operational Performance: Safety, Production and Sales Volume Records

Strong Global Demand, Rising Global Energy Prices Drive Positive Nitrogen Outlook

Continued Focus on Clean Energy as Long-Term Growth Platform

DEERFIELD, Ill.--(BUSINESS WIRE)--CF Industries Holdings, Inc. (NYSE: CF), a leading global manufacturer of hydrogen and nitrogen products, today announced results for its fourth quarter and year ended December 31, 2020.

Highlights

  • Full year net earnings of $317 million(1), or $1.47 per diluted share; EBITDA(2) of $1,316 million; adjusted EBITDA(2) of $1,350 million
  • Fourth quarter net earnings of $87 million, or $0.40 per diluted share; EBITDA of $334 million; adjusted EBITDA of $338 million
  • Full year net cash from operating activities of $1,231 million, free cash flow(3) of $748 million
  • Lowest year-end rolling average recordable incident rate in Company history
  • Company-record annual gross ammonia production of 10.4 million tons and company-record quarterly gross ammonia production of 2.7 million tons in the fourth quarter of 2020
  • Company-record 20.3 million product tons sold
  • Company to redeem remaining $250 million of Senior Secured Notes due December 2021

“Our team’s outstanding execution in 2020 produced multiple records for safety, production and sales volume, and delivered strong results in a challenging environment,” said Tony Will, president and chief executive officer, CF Industries Holdings, Inc. “Nitrogen industry dynamics entering 2021 are the most favorable we’ve seen in nearly a decade, as rising grain values and higher global energy prices are driving significant price appreciation for nitrogen products. We expect that these conditions will provide a very positive backdrop for the year.

“Longer term, we are focused on our clean energy strategy as a growth platform and continue to make progress on our initiatives. We see significant and growing interest from potential partners and customers in clean hydrogen and ammonia as a way to make real progress decarbonizing key industries. We believe we are uniquely positioned with our unparalleled asset base and technical knowledge to serve this developing demand.”

________________________________________________________________

(1)

Certain items recognized during 2020 impacted our financial results and their comparability to the prior year. See the table accompanying this release for a summary of these items.

(2)

EBITDA is defined as net earnings attributable to common stockholders plus interest expense—net, income taxes and depreciation and amortization. See reconciliations of EBITDA and adjusted EBITDA to the most directly comparable GAAP measures in the tables accompanying this release.

(3)

Free cash flow is defined as net cash from operating activities less capital expenditures and distributions to noncontrolling interest. See reconciliation of free cash flow to the most directly comparable GAAP measure in the table accompanying this release.

Operations Overview

CF Industries' operations are designated as part of the “critical infrastructure” in each country in which it operates and the Company continues to manage and respond actively to the COVID-19 pandemic. Since the onset of the pandemic, CF Industries has relied on its safety culture and a wide range of measures put in place across its network to limit potential exposure to the virus at its locations and enable continued safe production and distribution of products. As a result, there has been no known spread of the virus at the Company’s locations, positive COVID-19 tests among its employee population have not affected the Company’s ability to maintain safe staffing levels and operations have not been disrupted.

The Company continues to operate safely and efficiently. As of December 31, 2020, the 12-month rolling average recordable incident rate was 0.14 incidents per 200,000 work hours, the lowest level ever recorded by the Company and significantly better than industry benchmarks.

Gross ammonia production for the full year of 2020 was 10.4 million tons, and for the fourth quarter of 2020 was 2.7 million tons, both company records. CF Industries expects gross ammonia production in 2021 to be in a range of 9.5-10.0 million tons due to a higher number of planned maintenance activities than in 2020.

Full Year 2020 Financial Results Overview

For the full year of 2020, net earnings attributable to common stockholders were $317 million, or $1.47 per diluted share; EBITDA was $1,316 million; and adjusted EBITDA was $1,350 million. These results compare to full year of 2019 net earnings attributable to common stockholders of $493 million, or $2.23 per diluted share; EBITDA of $1,620 million; and adjusted EBITDA of $1,610 million.

Net sales in the full year of 2020 were $4.1 billion compared to $4.6 billion in the full year of 2019. Average selling prices for the full year of 2020 were lower than the full year of 2019 across all segments due to increased global supply availability as lower global energy costs drove higher global operating rates. Sales volumes in the full year of 2020 were 20.3 million product tons compared to 19.5 million product tons in the full year of 2019 due to greater supply availability from higher starting inventories and higher production compared to the prior year. The Company expects sales volumes to return to a range of 19-19.5 million product tons in 2021 due to lower year-end inventory than the year before and lower expected production due to a higher number of planned maintenance activities than in 2020.

Cost of sales for the full year of 2020 was lower than the full year of 2019 due to lower realized natural gas costs, partially offset by the impact of higher sales volumes.

In the full year of 2020, the average cost of natural gas reflected in the Company’s cost of sales was $2.24 per MMBtu compared to the average cost of natural gas in cost of sales of $2.74 per MMBtu in the full year of 2019.

Fourth Quarter 2020 Financial Results Overview

For the fourth quarter of 2020, net earnings attributable to common stockholders were $87 million, or $0.40 per diluted share; EBITDA was $334 million; and adjusted EBITDA was $338 million. These results compare to fourth quarter 2019 net earnings attributable to common stockholders of $55 million, or $0.25 per diluted share; EBITDA of $306 million; and adjusted EBITDA of $325 million.

Net sales in the fourth quarter of 2020 were $1.1 billion compared to $1.0 billion in the fourth quarter of 2019. Average selling prices for the fourth quarter of 2020 were lower than the fourth quarter of 2019 across most segments due to increased global supply availability as lower global energy costs drove higher global operating rates leading into the fourth quarter of 2020. Sales volumes in the fourth quarter of 2020 were higher than the fourth quarter of 2019 due to greater supply availability.

Cost of sales for the fourth quarter of 2020 was higher than the fourth quarter of 2019 due primarily to the impact of higher sales volumes and higher realized natural gas costs.

In the fourth quarter of 2020, the average cost of natural gas reflected in the Company’s cost of sales was $2.60 per MMBtu compared to the average cost of natural gas in cost of sales of $2.36 per MMBtu in the fourth quarter of 2019.

Capital Management

Capital expenditures in the fourth quarter and full year 2020 were $103 million and $309 million, respectively. The Company projects capital expenditures for full year 2021 will be in the range of $450 million, which reflects a return to a normal maintenance schedule and which includes investments in the company’s strategic initiatives related to the clean energy economy.

The Company did not repurchase shares during the fourth quarter of 2020. For the full year 2020, the Company repurchased 2.6 million shares for $100 million. Since the current share repurchase authorization was announced in February 2019, the Company has repurchased approximately 10.2 million shares for $437 million.

The Company’s wholly owned subsidiary CF Industries, Inc. has elected to redeem in full the entire outstanding $250 million principal amount of its 3.400% Senior Secured Notes due December 2021 (the “2021 Notes”) on March 20, 2021, in accordance with the optional redemption provisions provided in the indenture governing the 2021 Notes. Based on market interest rates on February 12, 2021, the company estimates that the total amount for the redemption of the 2021 Notes will be approximately $258 million, including accrued interest.

CHS Inc. Distribution

On January 31, 2021, the Board of Managers of CF Industries Nitrogen, LLC (CFN) approved a semi-annual distribution payment to CHS Inc. (CHS) of $64 million for the distribution period ended December 31, 2020. The distribution was paid on February 1, 2021. Total distributions to CHS pertaining to 2020 were approximately $150 million.

Nitrogen Market Outlook

The global nitrogen pricing outlook for 2021 is significantly more positive compared to 2020, underpinned by higher commodity crop futures prices and substantially higher energy prices in Asia and Europe. These dynamics have driven strong global nitrogen demand and lower global nitrogen operating rates at the start of the year, tightening the global nitrogen market. As a result, the price per ton of a granular urea barge at New Orleans at the beginning of February 2021 was approximately 40 percent higher than the beginning of December 2020 and 60 percent higher than at the same point a year ago.

Global commodity crop near-term and futures prices have risen to their highest levels since 2014. Corn prices have increased significantly as lower yields in North America in 2020, poor growing weather in South America and strong demand for corn from China have resulted in the U.S. Department of Agriculture projecting the corn stocks to use ratio for marketing year 2020/21 at 10.6% in January 2021, its lowest level since 2013. These factors, along with U.S. government support for the agriculture industry, have resulted in strengthened farm economics and greater resources available to crop producers for 2021 crop inputs.

The Company projects that nitrogen-consuming coarse grain acres in North America will stay at or above 2020 levels despite an expected significant increase in soybean plantings as high crop prices and reduced prevent plant acreage in 2021 will result in higher overall planted acres in the year. The Company projects approximately 90-92 million planted corn acres in the United States in 2021. Demand for nitrogen should also be supported by higher canola plantings in Canada. Additionally, the Company expects demand in the region for industrial uses of nitrogen will rise with economic activity should the COVID-19 pandemic be brought under control through widespread vaccination.

Global nitrogen requirements are expected to remain robust throughout the year, driven by continued strong demand for urea imports from India and Brazil. Favorable weather in India has supported record urea tender volumes in 2019 and 2020. The Company projects urea tender volumes in India in 2021 to ease from record highs, but to be well above the five-year average of 6.5-7.0 million metric tons. The Company also believes that improved farm incomes and no active domestic urea production in Brazil will support demand for approximately 6.5 million metric tons of urea in 2021, similar to 2020.

In addition to strong global nitrogen demand, global nitrogen pricing has been supported by lower nitrogen supply availability entering 2021. Higher natural gas prices in Asia and Europe have significantly reduced margins for nitrogen producers in these regions compared to the industry’s marginal producer, which remains Chinese anthracite coal-based complexes. This has resulted in lower operating rates in Europe and Asia. Additionally, Chinese producers have reported lower operating rates due to higher costs for coal, increased environmental inspections and natural gas being diverted to meet heating needs.

Natural gas energy spreads between North America and Europe/Asia widened significantly at the end of 2020 into 2021. From July 2020 to December 2020, the Dutch TTF natural gas price and the Asian JKM liquefied natural gas price both increased approximately five times greater than the U.S. Henry Hub natural gas price. These wider spreads have steepened the global nitrogen cost curve, increasing margin opportunities for North American producers. Forward curves suggest that these energy spreads will persist throughout 2021.

Clean Energy Strategy Update

The Company continues to advance its plans to support the global hydrogen and clean fuel economy, which is expected to grow significantly over the next decade. Key initiatives in development include a green ammonia project at the Donaldsonville Nitrogen Complex and carbon dioxide sequestration and other carbon abatement projects across the Company's network to enable low-carbon ammonia production.

Green hydrogen and ammonia are expected to be critical contributors to the world achieving net-zero carbon emissions by 2050. Clean hydrogen demand is expected to grow exponentially, with industry experts projecting that hydrogen will meet approximately 20% of the world’s energy need by 2050, up from less than 1% today. Because ammonia is a highly efficient transport and storage mechanism for hydrogen as well as a fuel in its own right, demand for green and low-carbon ammonia is expected to increase significantly along with demand for clean hydrogen. As the world’s largest ammonia producer, the Company believes that its ammonia production and distribution network, along with its storage and transportation capabilities and technical expertise, is uniquely positioned to meet the anticipated demand for hydrogen and ammonia from green and low-carbon sources.

Consolidated Results

 

Three months ended
December 31,

 

Year ended
December 31,

 

2020

 

2019

 

2020

 

2019

 

(dollars in millions, except per share
and per MMBtu amounts)

Net sales

$

1,102

 

 

$

1,049

 

 

$

4,124

 

 

$

4,590

 

Cost of sales

922

 

 

822

 

 

3,323

 

 

3,416

 

Gross margin

$

180

 

 

$

227

 

 

$

801

 

 

$

1,174

 

Gross margin percentage

16.3

%

 

21.6

%

 

19.4

%

 

25.6

%

 

 

 

 

 

 

 

 

Net earnings attributable to common stockholders

$

87

 

 

$

55

 

 

$

317

 

 

$

493

 

Net earnings per diluted share

$

0.40

 

 

$

0.25

 

 

$

1.47

 

 

$

2.23

 

 

 

 

 

 

 

 

 

EBITDA(1)

$

334

 

 

$

306

 

 

$

1,316

 

 

$

1,620

 

Adjusted EBITDA(1)

$

338

 

 

$

325

 

 

$

1,350

 

 

$

1,610

 

 

 

 

 

 

 

 

 

Tons of product sold (000s)

5,479

 

 

4,983

 

 

20,296

 

 

19,538

 

 

 

 

 

 

 

 

 

Supplemental data (per MMBtu):

 

 

 

 

 

 

 

Natural gas costs in cost of sales(2)

$

2.62

 

 

$

2.37

 

 

$

2.21

 

 

$

2.75

 

Realized derivatives (gain) loss in cost of sales(3)

(0.02)

 

 

(0.01)

 

 

0.03

 

 

(0.01)

 

Cost of natural gas in cost of sales

$

2.60

 

 

$

2.36

 

 

$

2.24

 

 

$

2.74

 

 

 

 

 

 

 

 

 

Average daily market price of natural gas (per MMBtu):

 

 

 

 

 

 

 

Henry Hub

$

2.47

 

 

$

2.34

 

 

$

1.99

 

 

$

2.51

 

National Balancing Point UK

$

5.29

 

 

$

4.08

 

 

$

3.20

 

 

$

4.44

 

 

 

 

 

 

 

 

 

Unrealized net mark-to-market loss (gain) on natural gas derivatives

$

6

 

 

$

11

 

 

$

(6)

 

 

$

14

 

Depreciation and amortization

$

230

 

 

$

212

 

 

$

892

 

 

$

875

 

Capital expenditures

$

103

 

 

$

107

 

 

$

309

 

 

$

404

 

 

 

 

 

 

 

 

 

Production volume by product tons (000s):

 

 

 

 

 

 

 

Ammonia(4)

2,732

 

 

2,682

 

 

10,353

 

 

10,246

 

Granular urea

1,361

 

 

1,105

 

 

5,001

 

 

4,941

 

UAN (32%)

1,798

 

 

1,958

 

 

6,677

 

 

6,768

 

AN

583

 

 

543

 

 

2,115

 

 

2,128

 

_______________________________________________________________________________

(1)

See reconciliations of EBITDA and adjusted EBITDA to the most directly comparable GAAP measures in the tables accompanying this release.

(2)

Includes the cost of natural gas and related transportation that is included in cost of sales during the period under the first-in, first-out inventory cost method.

(3)

Includes realized gains and losses on natural gas derivatives settled during the period. Excludes unrealized mark-to-market gains and losses on natural gas derivatives.

(4)

Gross ammonia production, including amounts subsequently upgraded into other products.

Ammonia Segment

CF Industries’ ammonia segment produces anhydrous ammonia (ammonia), which is the basic product that the Company manufactures, containing 82 percent nitrogen and 18 percent hydrogen. The results of the ammonia segment consist of sales of ammonia to external customers for its nitrogen content as a fertilizer, in emissions control and in other industrial applications. The Company has also announced steps to produce low-carbon ammonia and market to external customers for its hydrogen content in clean energy applications. In addition, the Company upgrades ammonia into other nitrogen products such as urea, UAN and AN.

 

Three months ended
December 31,

 

Year ended
December 31,

 

2020

 

2019

 

2020

 

2019

 

(dollars in millions,
except per ton amounts)

Net sales

$

298

 

 

$

266

 

 

$

1,020

 

 

$

1,113

 

Cost of sales

241

 

 

224

 

 

850

 

 

878

 

Gross margin

$

57

 

 

$

42

 

 

$

170

 

 

$

235

 

Gross margin percentage

19.1

%

 

15.8

%

 

16.7

%

 

21.1

%

 

 

 

 

 

 

 

 

Sales volume by product tons (000s)

1,092

 

 

968

 

 

3,767

 

 

3,516

 

Sales volume by nutrient tons (000s)(1)

897

 

 

795

 

 

3,090

 

 

2,884

 

 

 

 

 

 

 

 

 

Average selling price per product ton

$

273

 

 

$

275

 

 

$

271

 

 

$

317

 

Average selling price per nutrient ton(1)

332

 

 

335

 

 

330

 

 

386

 

 

 

 

 

 

 

 

 

Adjusted gross margin(2):

 

 

 

 

 

 

 

Gross margin

$

57

 

 

$

42

 

 

$

170

 

 

$

235

 

Depreciation and amortization

43

 

 

44

 

 

176

 

 

167

 

Unrealized net mark-to-market loss (gain) on natural gas derivatives

2

 

 

3

 

 

(2)

 

 

4

 

Adjusted gross margin

$

102

 

 

$

89

 

 

$

344

 

 

$

406

 

Adjusted gross margin as a percent of net sales

34.2

%

 

33.5

%

 

33.7

%

 

36.5

%

 

 

 

 

 

 

 

 

Gross margin per product ton

$

52

 

 

$

43

 

 

$

45

 

 

$

67

 

Gross margin per nutrient ton(1)

64

 

 

53

 

 

55

 

 

81

 

Adjusted gross margin per product ton

93

 

 

92

 

 

91

 

 

115

 

Adjusted gross margin per nutrient ton(1)

114

 

 

112

 

 

111

 

 

141

 

_______________________________________________________________________________
(1)

Nutrient tons represent the tons of nitrogen within the product tons.

(2)

Adjusted gross margin, adjusted gross margin as a percent of net sales and adjusted gross margin per product ton and per nutrient ton are non-GAAP financial measures. Adjusted gross margin is defined as gross margin excluding depreciation and amortization and unrealized net mark-to-market (gain) loss on natural gas derivatives. A reconciliation of adjusted gross margin, adjusted gross margin as a percent of net sales and adjusted gross margin per product ton and per nutrient ton to gross margin, the most directly comparable GAAP measure, is provided in the table above. See “Note Regarding Non-GAAP Financial Measures” in this release.

Comparison of 2020 to 2019 full year periods:

  • Ammonia sales volume increased for the full year of 2020 compared to 2019 due to greater supply availability from higher production and higher beginning inventories entering the year.
  • Ammonia average selling prices decreased for the full year of 2020 compared to 2019 due to increased global supply availability as lower global energy costs drove higher global operating rates.
  • Ammonia adjusted gross margin per ton decreased for the full year of 2020 compared to 2019 due to lower average selling prices, partially offset by lower realized natural gas costs.

     

Granular Urea Segment

CF Industries’ granular urea segment produces granular urea, which contains 46 percent nitrogen. Produced from ammonia and carbon dioxide, it has the highest nitrogen content of any of the Company’s solid nitrogen products.

 

Three months ended
December 31,

 

Year ended
December 31,

 

2020

 

2019

 

2020

 

2019

 

(dollars in millions,
except per ton amounts)

Net sales

$

333

 

 

$

239

 

 

$

1,248

 

 

$

1,342

 

Cost of sales

235

 

 

175

 

 

847

 

 

861

 

Gross margin

$

98

 

 

$

64

 

 

$

401

 

 

$

481

 

Gross margin percentage

29.4

%

 

26.8

%

 

32.1

%

 

35.8

%

 

 

 

 

 

 

 

 

Sales volume by product tons (000s)

1,346

 

 

969

 

 

5,148

 

 

4,849

 

Sales volume by nutrient tons (000s)(1)

619

 

 

446

 

 

2,368

 

 

2,231

 

 

 

 

 

 

 

 

 

Average selling price per product ton

$

247

 

 

$

247

 

 

$

242

 

 

$

277

 

Average selling price per nutrient ton(1)

538

 

 

536

 

 

527

 

 

602

 

 

 

 

 

 

 

 

 

Adjusted gross margin(2):

 

 

 

 

 

 

 

Gross margin

$

98

 

 

$

64

 

 

$

401

 

 

$

481

 

Depreciation and amortization

72

 

 

53

 

 

270

 

 

264

 

Unrealized net mark-to-market loss (gain) on natural gas derivatives

2

 

 

3

 

 

(2)

 

 

4

 

Adjusted gross margin

$

172

 

 

$

120

 

 

$

669

 

 

$

749

 

Adjusted gross margin as a percent of net sales

51.7

%

 

50.2

%

 

53.6

%

 

55.8

%

 

 

 

 

 

 

 

 

Gross margin per product ton

$

73

 

 

$

66

 

 

$

78

 

 

$

99

 

Gross margin per nutrient ton(1)

158

 

 

143

 

 

169

 

 

216

 

Adjusted gross margin per product ton

128

 

 

124

 

 

130

 

 

154

 

Adjusted gross margin per nutrient ton(1)

278

 

 

269

 

 

283

 

 

336

 

_______________________________________________________________________________

(1)

Nutrient tons represent the tons of nitrogen within the product tons.

(2)

Adjusted gross margin, adjusted gross margin as a percent of net sales and adjusted gross margin per product ton and per nutrient ton are non-GAAP financial measures. Adjusted gross margin is defined as gross margin excluding depreciation and amortization and unrealized net mark-to-market (gain) loss on natural gas derivatives. A reconciliation of adjusted gross margin, adjusted gross margin as a percent of net sales and adjusted gross margin per product ton and per nutrient ton to gross margin, the most directly comparable GAAP measure, is provided in the table above. See “Note Regarding Non-GAAP Financial Measures” in this release.

Comparison of 2020 to 2019 full year periods:

  • Granular urea sales volume for the full year of 2020 was higher than in the full year of 2019 due to greater supply availability from higher beginning inventories entering the year and higher production.
  • Urea average selling prices decreased for the full year of 2020 compared to 2019 due to increased global supply availability as lower global energy costs drove higher global operating rates.
  • Granular urea adjusted gross margin per ton decreased for the full year of 2020 compared to 2019 due to lower average selling prices, partially offset by lower realized natural gas costs.

     

UAN Segment

CF Industries’ UAN segment produces urea ammonium nitrate solution (UAN). UAN is a liquid product with nitrogen content that typically ranges from 28 percent to 32 percent and is produced by combining urea and ammonium nitrate in solution.

 

Three months ended
December 31,

 

Year ended
December 31,

 

2020

 

2019

 

2020

 

2019

 

(dollars in millions,
except per ton amounts)

Net sales

$

272

 

 

$

336

 

 

$

1,063

 

 

$

1,270

 

Cost of sales

274

 

 

259

 

 

949

 

 

981

 

Gross margin

$

(2)

 

 

$

77

 

 

$

114

 

 

$

289

 

Gross margin percentage

(0.7)

%

 

22.9

%

 

10.7

%

 

22.8

%

 

 

 

 

 

 

 

 

Sales volume by product tons (000s)

1,888

 

 

1,927

 

 

6,843

 

 

6,807

 

Sales volume by nutrient tons (000s)(1)

594

 

 

607

 

 

2,155

 

 

2,144

 

 

 

 

 

 

 

 

 

Average selling price per product ton

$

144

 

 

$

174

 

 

$

155

 

 

$

187

 

Average selling price per nutrient ton(1)

458

 

 

554

 

 

493

 

 

592

 

 

 

 

 

 

 

 

 

Adjusted gross margin(2):

 

 

 

 

 

 

 

Gross margin

$

(2)

 

 

$

77

 

 

$

114

 

 

$

289

 

Depreciation and amortization

70

 

 

68

 

 

256

 

 

251

 

Unrealized net mark-to-market loss (gain) on natural gas derivatives

2

 

 

3

 

 

(2)

 

 

4

 

Adjusted gross margin

$

70

 

 

$

148

 

 

$

368

 

 

$

544

 

Adjusted gross margin as a percent of net sales

25.7

%

 

44.0

%

 

34.6

%

 

42.8

%

 

 

 

 

 

 

 

 

Gross margin per product ton

$

(1)

 

 

$

40

 

 

$

17

 

 

$

42

 

Gross margin per nutrient ton(1)

(3)

 

 

127

 

 

53

 

 

135

 

Adjusted gross margin per product ton

37

 

 

77

 

 

54

 

 

80

 

Adjusted gross margin per nutrient ton(1)

118

 

 

244

 

 

171

 

 

254

 

_______________________________________________________________________________
(1)

Nutrient tons represent the tons of nitrogen within the product tons.

(2)

Adjusted gross margin, adjusted gross margin as a percent of net sales and adjusted gross margin per product ton and per nutrient ton are non-GAAP financial measures. Adjusted gross margin is defined as gross margin excluding depreciation and amortization and unrealized net mark-to-market (gain) loss on natural gas derivatives. A reconciliation of adjusted gross margin, adjusted gross margin as a percent of net sales and adjusted gross margin per product ton and per nutrient ton to gross margin, the most directly comparable GAAP measure, is provided in the table above. See “Note Regarding Non-GAAP Financial Measures” in this release.


Contacts

Media
Chris Close
Director, Corporate Communications
847-405-2542 - This email address is being protected from spambots. You need JavaScript enabled to view it.

Investors
Martin Jarosick
Vice President, Investor Relations
847-405-2045 - This email address is being protected from spambots. You need JavaScript enabled to view it.


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HALIFAX, Nova Scotia--(BUSINESS WIRE)--Emera Technologies and Halifax-based Novonix Battery Technology Solutions (Novonix) are working together to develop battery pack systems to support microgrids that will provide solar power directly to homes, and could lead to exciting future opportunities across North America.


In the fall of 2020, Emera Technologies launched BlockEnergy, the first utility-owned community microgrid platform, and partnered with Lennar homebuilders to implement the technology in a new residential community in Florida. For the past year, the Emera Technologies team has also been working with Novonix, a Halifax based battery technology company, to develop a battery pack including innovative designs, custom manufacturing, and control systems to support the direct current BlockEnergy microgrid.

“Emera’s BlockEnergy platform is a great example of applying our technology to real life projects and developing systems with specifications not available currently in commercial products, and that have tangible downstream applications,” said Dr. Chris Burns, co-founder and CEO of Novonix. “This project brings the opportunity to partner on not only the development but also manufacturing of new battery systems with significant market opportunities. The target market is not limited to the United States but will also include a focus on opportunities and customers here in Canada,” said Dr. Burns.

Novonix was born out of work by Dr. Jeff Dahn’s Research Group at Dalhousie University that focuses on lithium-ion battery research and currently works exclusively with Tesla. Dr. Dahn will join Novonix on July 1, 2021 as their Chief Scientific Advisor. “Partnerships like Novonix and Emera Technologies help take battery technology advancements to the real world, in this case powering individual residential homes,” said Dr. Dahn.

Emera Technologies and Novonix plan to field test the first demo units in 2021 which will help inform final decisions around system specifics and design.

“We’re really excited about this partnership and this project,” said Rob Bennett, President and CEO of Emera Technologies. “We’re developing something that doesn’t exist today, that will help provide people with cleaner, more reliable energy, and we’re able to capitalize on expertise at home in Nova Scotia to do that.”

About Emera Technologies

Emera Technologies is a dedicated and nimble organization that's focused on developing new ways to deliver renewable energy to customers. Headquartered in Tampa, Florida, the team engages experts, research organizations and technology leaders to capitalize on the disruptive challenges and innovation opportunities in today’s energy industry.

About Novonix

Novonix was started in Halifax, Nova Scotia in 2013 from work in Dr. Jeff Dahn’s group, with the goal of bringing state-of-the-art battery testing equipment from the research lab to market success. Over the past eight years, Novonix gained worldwide recognition, providing battery testing equipment and services to customers in more than 14 countries. Novonix has continually expanded, both in staff and in infrastructure and is located in Bedford, Nova Scotia. Novonix is a wholly owned subsidiary of Novonix Ltd (ASX: NVX, OTCQX: NVNXF).


Contacts

Media:
Sarah Simpson
902-240-8752
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DALLAS--(BUSINESS WIRE)--HollyFrontier Corporation (NYSE: HFC) ("HollyFrontier") announced today that its Board of Directors declared a regular quarterly dividend in the amount of $0.35 per share, payable on March 10, 2021 to holders of record of common stock on March 1, 2021.


About HollyFrontier Corporation:

HollyFrontier Corporation, headquartered in Dallas, Texas, is an independent petroleum refiner and marketer that produces high value light products such as gasoline, diesel fuel, jet fuel and other specialty products. HollyFrontier owns and operates refineries located in Kansas, Oklahoma, New Mexico and Utah and markets its refined products principally in the Southwest U.S., the Rocky Mountains extending into the Pacific Northwest and in other neighboring Plains states. In addition, HollyFrontier produces base oils and other specialized lubricants in the U.S., Canada and the Netherlands, and exports products to more than 80 countries. HollyFrontier also owns a 57% limited partner interest and a non-economic general partner interest in Holly Energy Partners, L.P., a master limited partnership that provides petroleum product and crude oil transportation, terminalling, storage and throughput services to the petroleum industry, including HollyFrontier Corporation subsidiaries.

HFC Forward Looking Statement:

The statements contained herein relating to matters that are not historical facts are "forward-looking statements" within the meaning of the federal securities laws. These statements are based on our beliefs and assumptions using currently available information and expectations as of the date hereof, are not guarantees of future performance and involve certain risks and uncertainties, including those contained in our filings with the Securities and Exchange Commission. Although we believe that such expectations reflected in such forward-looking statements are reasonable, we cannot give assurance that our expectations will prove to be correct. Therefore, actual outcomes and results could materially differ from what is expressed, implied or forecast in these statements. Any differences could be caused by a number of factors including, but not limited to:

  • the extraordinary market environment and effects of the COVID-19 pandemic, including a significant decline in demand for refined petroleum products in markets HollyFrontier serves as compared to demand prior to the pandemic;
  • risks and uncertainties with respect to the actions of actual or potential competitive suppliers and transporters of refined petroleum products or lubricant and specialty products in HollyFrontier's markets;
  • the spread between market prices for refined products and market prices for crude oil;
  • the possibility of constraints on the transportation of refined products or lubricant and specialty products;
  • the possibility of inefficiencies, curtailments or shutdowns in refinery operations or pipelines, whether due to infection in the workforce or in response to reductions in demand;
  • effects of governmental and environmental regulations and policies, including the effects of current restrictions on various commercial and economic activities in response to the COVID-19 pandemic;
  • the availability and cost of financing to HollyFrontier;
  • the effectiveness of HollyFrontier's capital investments and marketing strategies;
  • HollyFrontier's efficiency in carrying out and consummating construction projects, including the ability to complete announced capital projects, such as the conversion of the Cheyenne refinery to a renewable diesel facility and the construction of the Artesia renewable diesel unit and pretreatment unit, on time and within budget;
  • the ability to timely obtain or maintain permits, including those necessary for operations or capital projects;
  • the ability of HollyFrontier to acquire refined or lubricant product operations or pipeline and terminal operations on acceptable terms and to integrate any existing or future acquired operations;
  • the possibility of terrorist or cyber attacks and the consequences of any such attacks;
  • general economic conditions, including uncertainty regarding the timing, pace and extent of an economic recovery in the United States;
  • prolonged decline in our financial condition, restrictions in our debt agreements or certain legal requirements, which could result in our inability to declare future dividends;
  • continued deterioration in gross margins or a prolonged economic slowdown due to the COVID-19 pandemic could result in an impairment of goodwill and / or additional long-lived asset impairments; and
  • other financial, operational and legal risks and uncertainties detailed from time to time in HollyFrontier's Securities and Exchange Commission filings.

The forward-looking statements speak only as of the date made and, other than as required by law, HollyFrontier undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.


Contacts

HollyFrontier Corporation
Craig Biery, 214-954-6510
Vice President, Investor Relations
or
Trey Schonter, 214-954-6510
Investor Relations

AIP to sell a significant minority stake in leading Great Lakes marine transportation infrastructure platform Rand Logistics to Oaktree’s Transportation Infrastructure Investing Group

NEW YORK & LOS ANGELES & WILLIAMSVILLE, N.Y.--(BUSINESS WIRE)--Today, American Industrial Partners (“AIP”) agreed to sell a significant minority stake in Rand Logistics, a leading Great Lakes marine transportation company (“Rand” or the “Company”), to funds managed by Oaktree Capital Management, L.P.’s Transportation Infrastructure Investing Group (“Oaktree”). This newly formed strategic ownership group will combine AIP’s operationally oriented approach to portfolio management with deep transportation sector expertise provided by Oaktree. Collectively, the group looks forward to driving steady and stable growth across the Company’s unique and irreplaceable footprint, as it delivers critical bulk cargoes to industrial facilities across the Midwest.

Headquartered in Williamsville, NY, Rand is the leading marine infrastructure provider on the Great Lakes, operating in both the U.S. and Canada. Following the successful acquisition and integration of American Steamship Company in May 2020, the Company now operates 24 vessels between key destinations across the Great Lakes and St. Lawrence Seaway. Annually, Rand delivers over 45 million tons of bulk cargoes – including iron ore, stone, grain, and other commodities – among industrial customers in a region that accounts for over a quarter of U.S. GDP.

We are thrilled to partner with Oaktree as we work to realize our vision for Rand as the premier marine and logistics provider in the most important industrial region in the United States, and possibly the world,” said Jason Perri, partner of AIP and Rand’s Chairman. “As one of the only infrastructure managers with a strategy dedicated exclusively to transportation assets, Oaktree is positioned to assist AIP and the Company in ushering Rand to its next stage of scale and growth, and cementing its position as one of the foremost U.S. and Canadian industrial infrastructure companies. We are excited to welcome them to the Rand team.”

As part of our mandate to invest in highly defensible, essential transportation infrastructure businesses across the United States, we specifically identified Rand as the optimal Jones Act business for our portfolio. With connectivity to ports across the Great Lakes, we hope to drive connectivity with Watco, one of the largest short-line rail providers in the country, and another anchor investment in our portfolio,” said Emmett McCann, Managing Director and Co-Portfolio Manager of Oaktree’s Transportation Infrastructure Investing strategy, who will be joining the Rand board. “Our enthusiasm for the investment was only strengthened by the opportunity to work alongside a world-class, operationally focused partner like AIP, who shares our values and outlook for growth.”

On behalf of management and Rand’s employees, we could not have anticipated a better addition to an already excellent partnership with AIP than Oaktree,” said Dave Foster, CEO of Rand Logistics. “The Oaktree team is well known to us by their sterling reputation in the infrastructure space, as well as their similar investments elsewhere in our ecosystem. We look forward to working with them and the broader Oaktree platform to create tremendous value for the Company, our customers and all of our stakeholders.”

The transaction is expected to close before the end of February.

About American Industrial Partners

American Industrial Partners is an operationally oriented private equity firm that makes control investments in industrial businesses serving domestic and global markets. The firm has deep roots in the industrial economy and has been active in private equity investing since 1989. To date, American Industrial Partners has completed over 100 transactions and currently has more than $7 billion of assets under management on behalf of leading pension, endowment, and financial institutions. For more information on American Industrial Partners, visit www.americanindustrial.com.

About Oaktree

Oaktree is a leader among global investment managers specializing in alternative investments, with $148 billion in assets under management as of December 31, 2020. The firm emphasizes an opportunistic, value-oriented and risk-controlled approach to investments in credit, private equity, real assets and listed equities. The firm has over 1,000 employees and offices in 19 cities worldwide. For additional information, please visit Oaktree’s website at http://www.oaktreecapital.com/.

Oaktree’s Transportation Infrastructure Investing Group seeks to make investments in North American transportation assets, businesses and infrastructure, including airports, seaports and railroads, where it can pursue value-creation strategies geared towards sustainable growth.

About Rand Logistics

Rand Logistics, Inc. is a leading provider of bulk freight shipping services throughout the Great Lakes region. Through its subsidiaries, American Steamship Company, Grand River Navigation, and Lower Lakes Towing, the Company operates a fleet of 24 vessels, including two conventional bulk carriers and 22 self-unloading bulk carriers including three tug/barge units. The Company is the only carrier able to offer significant domestic port to port services in both Canada and the U.S. on the Great Lakes. Rand's vessels operate under the U.S. Jones Act which reserves domestic waterborne commerce to vessels that are U.S. owned, built and crewed and the Canada Coasting Trade Act which reserves domestic waterborne commerce to Canadian registered and crewed vessels that operate between Canadian ports.


Contacts

Suzanne Byowitz
Sard Verbinnen & Co
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ANNAPOLIS, Md.--(BUSINESS WIRE)--$HASI--Hannon Armstrong Sustainable Infrastructure Capital, Inc. ("Hannon Armstrong") (NYSE: HASI), a leading investor in climate solutions, today announced the appointment of Clarence D. "Clay" Armbrister and Nancy C. Floyd to its Board of Directors, effective March 1, 2021.


With the addition of Mr. Armbrister and Ms. Floyd as independent members, the Board of Directors will consist of nine members, eight of whom are independent members.

"We are delighted to welcome Clay and Nancy to the Board of Directors, both of whom bring tremendous experience and a wealth of knowledge to our company," said Jeffrey W. Eckel, Hannon Armstrong chairman and chief executive officer. "Clay Armbrister provides connectivity into the higher education ecosystem, important for transactions like last year's public-private partnership with the University of Iowa. His extensive background in the fields of education, finance, government, and law will provide essential support for the company as we execute our growth plan."

"Nancy Floyd is a true clean energy pioneer, launching one of the first clean tech venture capital platforms more than three decades ago. Having served on many high-growth companies' boards, Nancy brings invaluable experience as we accelerate our growth and navigate the upsurge in innovative climate technologies in the marketplace today. I am excited to work with both Clay and Nancy in the years to come," added Eckel.

Clay Armbrister is the president of Johnson C. Smith University, a private, Historically Black University in Charlotte, North Carolina. Mr. Armbrister joined Johnson C. Smith University in 2018 and is responsible for providing direct oversight and guidance to all operations of this distinctive educational institution founded in 1867.

Mr. Armbrister has over 35 years of experience in the private and public sectors, including extensive background at all levels of education, having served as president and chief executive officer at Girard College, chief of staff to the president at Johns Hopkins University, chief operating officer at Temple University, and managing director of the Philadelphia School District.

In addition to his educational sector experience, Mr. Armbrister has held executive positions in law, government, and finance. In 1994, he was appointed Philadelphia City Treasurer by then-Mayor Ed Rendell, subsequently elected Governor of Pennsylvania. As treasurer, Mr. Armbrister helped convince the rating agencies to restore the City of Philadelphia's debt ratings to investment grade. He also served as former Philadelphia Mayor Michael Nutter's first chief of staff from 2008 to 2011.

From 1999 to 2003, Mr. Armbrister held various positions in the Municipal Securities Group at PaineWebber (subsequently UBS), leading nationwide efforts in underwriting transactions for issuers in the K-12 public education market. He began his professional career as a lawyer in the Public Finance Department of Saul, Ewing Remick & Saul in 1982, leaving as a partner in 1994 to serve as Philadelphia City Treasurer.

Mr. Armbrister currently serves on the Board of Directors for Health Partners Plan as chair of the Audit Committee and member of the Compensation Committee; the Board of Trustees for Devereux Advanced Behavioral Health as vice-chair of the Board, chair of the Finance Committee and member of the Executive Committee; and the Board of Charlotte Regional Business Alliance. He is a former member of the Board of Directors of the National Adoption Center and the Community College of Philadelphia's Board of Trustees. Mr. Armbrister received a Bachelor of Arts degree in political science and economics from the University of Pennsylvania in 1979 and a Juris Doctor degree from the University of Michigan Law School in 1982.

Nancy Floyd is the founder and managing director of San Francisco-based Nth Power, a pioneering energy venture capital firm founded in 1993, focused on the market leaders in renewable energy, energy efficiency, smart grid, clean transportation, and green buildings. A highly respected entrepreneur, Nancy has founded and helped launch 17 companies, worked with global Fortune 500 companies on energy innovation, and served as a judge for idea competitions, including the MIT Energy Prize, MIT-Lemelson Award, and many clean tech and National Renewable Energy Lab events.

Ms. Floyd currently serves on the Board of Directors of Tempronics, and formerly on the Board of Directors of Glasspoint Solar and WGL Holdings and Washington Gas (NYSE: WGL). She also serves on the Investment Committee of The Christensen Fund and the President's Council of the non-profit sustainability organization, Ceres.

An early energy pioneer, she founded one of the country's first wind development firms in 1982, utilizing advanced technology developed by NASA and Sandia Labs. She developed over $30 million in projects and sold NFC Energy Corporation, generating a 25-fold return on the original capital invested in three years. In 1985, she helped found and launch PacTel Spectrum Services, a network management company for private voice and data networks and a subsidiary of Pacific Telesis. From 1989 to 1993, Ms. Floyd joined and started the technology practice for the utility consulting firm Barakat and Chamberlain. She also founded one of the first non-profit organizations in the U.S. to fund home energy audits. Ms. Floyd received a Bachelor of Arts degree in political science from Franklin & Marshall College in 1976 and a Master of Arts in political science from Rutgers University in 1977.

About Hannon Armstrong

Hannon Armstrong (NYSE: HASI) is the first U.S. public company solely dedicated to investments in climate solutions, providing capital to leading companies in energy efficiency, renewable energy, and other sustainable infrastructure markets. With more than $6 billion in managed assets as of September 30, 2020, Hannon Armstrong's core purpose is to make climate-positive investments with superior risk-adjusted returns. For more information, please visit www.hannonarmstrong.com. Follow Hannon Armstrong on LinkedIn and Twitter @HannonArmstrong.

Forward Looking Statements

Some of the information in 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. When used in this press release, words such as "believe," "expect," "anticipate," "estimate," "plan," "continue," "intend," "should," "may," "target," or similar expressions, are intended to identify such forward-looking statements. Forward-looking statements are subject to significant risks and uncertainties. Investors are cautioned against placing undue reliance on such statements. Actual results may differ materially from those set forth in the forward-looking statements. Factors that could cause actual results to differ materially from those described in the forward-looking statements include those discussed under the caption "Risk Factors" included in our Annual Report on Form 10-K for our fiscal year ended December 31, 2019, which was filed with the U.S. Securities and Exchange Commission ("SEC"), as well as in other reports that we file with the SEC.

Forward-looking statements are based on beliefs, assumptions and expectations as of the date of this press release. The Company disclaims any obligation to publicly release the results of any revisions to these forward-looking statements reflecting new estimates, events or circumstances after the date of this press release.


Contacts

Investors
Chad Reed
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410-571-6189

Media
Gil Jenkins
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443-321-5753

  • Fourth Quarter 2020: Net Sales $535 million, Net Income $60 million, Diluted EPS $0.53, Adjusted EBITDA $186 million, Net Cash Provided by Operating Activities $163 million, Adjusted Free Cash Flow $128 million
  • Full Year 2020: Net Sales $2,081 million, Net Income $299 million, Diluted EPS $2.62, Adjusted EBITDA $732 million, Net Cash Provided by Operating Activities $561 million, Adjusted Free Cash Flow $458 million

INDIANAPOLIS--(BUSINESS WIRE)--Allison Transmission Holdings Inc. (NYSE: ALSN), a leading designer and manufacturer of vehicle propulsion solutions for commercial and defense vehicles, today reported net sales for the fourth quarter of $535 million, a 13 percent decrease from the same period in 2019, and a $3 million increase from the third quarter of 2020, as the recovery in customer demand and the global economy that began in the third quarter continued through the end of the year.


Net income for the quarter was $60 million. Diluted EPS for the quarter was $0.53. Adjusted EBITDA, a non-GAAP financial measure, for the quarter was $186 million. Net cash provided by operating activities for the quarter was $163 million. Adjusted free cash flow, a non-GAAP financial measure, for the quarter was $128 million.

David S. Graziosi, President and Chief Executive Officer of Allison Transmission commented, “As we continue to navigate this critical period, the health and well-being of Allison’s extended family remains our top priority. 2020 was an unprecedented year. Severe disruptions to the global economy as a result of the ongoing pandemic led to substantial volatility in demand and considerable supply chain constraints. Despite these challenges, Allison was able to maintain the uninterrupted delivery of our products, and the generation of earnings and positive cash flow thanks to the unrelenting commitment, dedication and resilience of Allison’s employees, customers and suppliers.”

Graziosi continued, “Aggressive cost management efforts throughout the year while continuing to fund significant investments in engineering – research and development and capital expenditures have positioned Allison to capitalize on meaningful growth opportunities that lie ahead. Also during 2020, Allison settled a total of $225 million of share repurchases, or over 5 percent of outstanding shares and completed an opportunistic refinancing of our long-term debt, resulting in an anticipated annual savings of $13 million in cash interest expense, with the earliest maturity due in 2026. Consistent with our capital allocation priorities, last week the Board of Directors approved a 12 percent increase to our quarterly dividend from $0.17 to $0.19 per share.”

Fourth Quarter Net Sales by End Market

 

End Market

Q4 2020

Net Sales ($M)

Q4 2019

Net Sales ($M)

 

% Variance

North America On-Highway

$284

$330

(14

%)

North America Off-Highway

$1

$1

-

 

Defense

$44

$42

5

%

Outside North America On-Highway

$77

$91

(15

%)

Outside North America Off-Highway

$11

$18

(39

%)

Service Parts, Support Equipment & Other

$118

$135

(13

%)

Total Net Sales

$535

$617

(13

%)

Fourth Quarter Highlights

North America On-Highway end market net sales were down 14 percent from the same period in 2019 due to the continuing effects of the pandemic, and up 1 percent on a sequential basis as the ongoing economic rebound, coupled with improving retail sales and strong year-end order activity generated improved demand for both Medium Duty and Class 8 Straight trucks.

North America Off-Highway end market net sales were flat compared to the same period in 2019 and flat sequentially, as a result of continued weakness in hydraulic fracturing activity.

Defense end market net sales were up 5 percent from the same period in 2019 and down 21 percent on a sequential basis, in both cases principally driven by the timing of demand for tracked vehicle applications.

Outside North America On-Highway end market net sales were down 15 percent from the same period in 2019 principally driven by lower demand in Asia and South America due to the continuing effects of the pandemic and up 8 percent sequentially principally driven by higher demand in Europe and Asia as a result of the ongoing global economic rebound.

Outside North America Off-Highway end market net sales were down $7 million from the same period in 2019 principally driven by lower demand in the energy sector and up $7 million on a sequential basis principally driven by improving demand in the energy, mining and construction sectors.

Service Parts, Support Equipment & Other end market net sales were down 13 percent from the same period in 2019 principally driven by lower demand for North America service parts, support equipment and aluminum die cast component volume, and down 1 percent sequentially.

Gross profit for the quarter was $253 million, a decrease of 15 percent from $298 million for the same period in 2019. Gross margin for the quarter was 47.3 percent, a decrease of 100 basis points from a gross margin of 48.3 percent for the same period in 2019. The decrease in gross profit was principally driven by lower net sales partially offset by lower manufacturing expense commensurate with decreased net sales.

Selling, general and administrative expenses for the quarter were $80 million, a decrease of $14 million from $94 million for the same period in 2019. The decrease was principally driven by lower commercial activities spending and lower intangible amortization expense.

Engineering – research and development expenses for the quarter were $40 million, a decrease of $7 million from $47 million for the same period in 2019. The decrease was principally driven by the intra-year timing of product initiatives spending.

Net income for the quarter was $60 million, a decrease of $47 million from $107 million for the same period in 2019. The decrease was principally driven by lower gross profit, $19 million in expenses related to the long-term debt refinancing in November 2020 and an $8 million favorable 2019 environmental remediation adjustment that did not reoccur in 2020 partially offset by lower selling, general and administrative expenses and the intra-year timing of product initiatives spending.

Net cash provided by operating activities was $163 million, a decrease of $39 million from $202 million for the same period in 2019. The decrease was principally driven by lower gross profit, higher operating working capital requirements and increased cash income taxes partially offset by lower commercial activities spending and the intra-year timing of product initiatives spending.

Fourth Quarter Non-GAAP Financial Measures

Adjusted EBITDA for the quarter was $186 million, a decrease of $30 million from $216 million for the same period in 2019. The decrease in Adjusted EBITDA was principally driven by lower gross profit partially offset by lower commercial activities spending and the intra-year timing of product initiatives spending.

Adjusted free cash flow for the quarter was $128 million, an increase of $7 million from $121 million for the same period in 2019. The increase was principally driven by lower capital expenditures partially offset by lower net cash provided by operating activities.

Full Year 2021 Guidance

Allison expects 2021 Net Sales in the range of $2,265 to $2,415 million, Net Income in the range of $375 to $445 million, Adjusted EBITDA in the range of $770 to $860 million, Net Cash Provided by Operating Activities in the range of $560 to $630 million, Adjusted Free Cash Flow in the range of $390 to $450 million and Capital Expenditures in the range of $170 to $180 million.

Our 2021 net sales guidance reflects higher demand in the global On-Highway and Service Parts, Support Equipment & Other end markets as a result of the ongoing global economic recovery, continued improvement in customer demand, and price increases on certain products. Our 2021 net income guidance reflects a 30% increase in engineering – research and development expenses to fund product development initiates in support of organic growth across all of our end markets.

Conference Call and Webcast

The company will host a conference call at 8:00 a.m. ET on Thursday, February 18 to discuss its fourth quarter and full year 2020 results and full year 2021 guidance. The dial-in phone number for the conference call is 1-877-425-9470 and the international dial-in number is 1-201-389-0878. A live webcast of the conference call will also be available online at http://ir.allisontransmission.com.

For those unable to participate in the conference call, a replay will be available from 11:00 a.m. ET on February 18 until 11:59 p.m. ET on February 25. The replay dial-in phone number is 1-844-512-2921 and the international replay dial-in number is 1-412-317-6671. The replay passcode is 13714906.

About Allison Transmission

Allison Transmission (NYSE: ALSN) is the world’s largest manufacturer of fully automatic transmissions for medium- and heavy-duty commercial vehicles and medium- and heavy-tactical U.S. defense vehicles, as well as a supplier of commercial vehicle propulsion solutions, including electric hybrid and fully electric propulsion systems. Allison products are used in a wide variety of applications, including on-highway trucks (distribution, refuse, construction, fire and emergency), buses (school, transit and coach), motorhomes, off-highway vehicles and equipment (energy, mining and construction applications) and defense vehicles (wheeled and tracked). Founded in 1915, the company is headquartered in Indianapolis, Indiana, USA. With a market presence in more than 80 countries, Allison has regional headquarters in the Netherlands, China and Brazil with manufacturing facilities in the U.S., Hungary and India. Allison also has approximately 1,500 independent distributor and dealer locations worldwide. For more information, visit allisontransmission.com.

Forward-Looking Statements

This press release contains forward-looking statements. All statements other than statements of historical fact contained in this press release are forward-looking statements, including all statements regarding future financial results or expected ability to re-open our facilities promptly. In some cases, you can identify forward-looking statements by terminology such as “may,” “will,” “should,” “expect,” “plans,” “project,” “anticipate,” “believe,” “estimate,” “predict,” “intend,” “forecast,” “could,” “potential,” “continue” or the negative of these terms or other similar terms or phrases. Forward-looking statements are not guarantees of future performance and involve known and unknown risks. Factors which may cause the actual results to differ materially from those anticipated at the time the forward-looking statements are made include, but are not limited to: the duration and spread of the COVID-19 pandemic, including new variants of the virus and the availability and pace of distribution of vaccines, mitigating efforts deployed by government agencies and the public at large, and the overall impact from such outbreak on economic conditions, financial market volatility and our business, including but not limited to the operations of our manufacturing and other facilities, our supply chain, our distribution processes and demand for our products and the corresponding impacts to our net sales and cash flow; increases in cost, disruption of supply or shortage of raw materials or components used in our products, including as a result of the COVID-19 pandemic; risks related to our substantial indebtedness; our participation in markets that are competitive; the highly cyclical industries in which certain of our end users operate; uncertainty in the global regulatory and business environments in which we operate; our ability to prepare for, respond to and successfully achieve our objectives relating to technological and market developments, competitive threats and changing customer needs; the concentration of our net sales in our top five customers and the loss of any one of these; the failure of markets outside North America to increase adoption of fully-automatic transmissions; U.S. and foreign defense spending; general economic and industry conditions; the discovery of defects in our products, resulting in delays in new model launches, recall campaigns and/or increased warranty costs and reduction in future sales or damage to our brand and reputation; risks associated with our international operations, including increased trade protectionism; labor strikes, work stoppages or similar labor disputes, which could significantly disrupt our operations or those of our principal customers; our intention to pay dividends and repurchase shares of our common stock and other risks and uncertainties associated with our business described in our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K. Although we believe the expectations reflected in such forward-looking statements are based upon reasonable assumptions, we can give no assurance that the expectations will be attained or that any deviation will not be material. All information is as of the date of this press release, and we undertake no obligation to update any forward-looking statement to conform the statement to actual results or changes in expectations.

Use of Non-GAAP Financial Measures

This press release contains information about Allison’s financial results and forward-looking estimates of financial results which are not presented in accordance with accounting principles generally accepted in the United States ("GAAP"). Such non-GAAP financial measures are reconciled to their closest GAAP financial measures at the end of this press release. Non-GAAP financial measures should not be considered in isolation or as a substitute for our reported results prepared in accordance with GAAP and, as calculated, may not be comparable to other similarly titled measures of other companies.

We use Adjusted EBITDA and Adjusted EBITDA as a percent of net sales to measure our operating profitability. We believe that Adjusted EBITDA and Adjusted EBITDA as a percent of net sales provide management, investors and creditors with useful measures of the operational results of our business and increase the period-to-period comparability of our operating profitability and comparability with other companies. Adjusted EBITDA as a percent of net sales is also used in the calculation of management’s incentive compensation program. The most directly comparable GAAP measure to Adjusted EBITDA is Net income. The most directly comparable GAAP measure to Adjusted EBITDA as a percent of net sales is Net Income as a percent of net sales. Adjusted EBITDA is calculated as the earnings before interest expense, income tax expense, amortization of intangible assets, depreciation of property, plant and equipment and other adjustments as defined by Allison Transmission, Inc.’s, the Company’s wholly-owned subsidiary, Second Amended and Restated Credit Agreement. Adjusted EBITDA as a percent of net sales is calculated as Adjusted EBITDA divided by net sales.

We use Adjusted Free Cash Flow to evaluate the amount of cash generated by our business that, after the capital investment needed to maintain and grow our business and certain mandatory debt service requirements, can be used for the repayment of debt, stockholder distributions and strategic opportunities, including investing in our business. We believe that Adjusted Free Cash Flow enhances the understanding of the cash flows of our business for management, investors and creditors. Adjusted Free Cash Flow is also used in the calculation of management’s incentive compensation program. The most directly comparable GAAP measure to Adjusted Free Cash Flow is Net cash provided by operating activities. Adjusted Free Cash Flow is calculated as Net cash provided by operating activities, excluding non-recurring restructuring charges, after additions of long-lived assets.

Attachments

  • Condensed Consolidated Statements of Operations
  • Condensed Consolidated Balance Sheets
  • Condensed Consolidated Statements of Cash Flows
  • Reconciliation of GAAP to Non-GAAP Financial Measures
  • Reconciliation of GAAP to Non-GAAP Financial Measures for Full Year Guidance
 
Allison Transmission Holdings, Inc.
Condensed Consolidated Statements of Operations
(Unaudited, dollars in millions, except per share data)
   

Three months ended December 31,

 

 

Twelve months ended December 31,

2020

 

2019

 

 

2020

 

2019

   
Net sales

$

535

 

$

617

 

 

$

2,081

 

$

2,698

 

Cost of sales

 

282

 

 

319

 

 

 

1,083

 

 

1,304

 

Gross profit

 

253

 

 

298

 

 

 

998

 

 

1,394

 

Selling, general and administrative

 

80

 

 

94

 

 

 

317

 

 

356

 

Engineering - research and development

 

40

 

 

47

 

 

 

147

 

 

154

 

Environmental remediation

 

-

 

 

(8

)

 

 

-

 

 

(8

)

Operating income

 

133

 

 

165

 

 

 

534

 

 

892

 

Interest expense, net

 

(37

)

 

(33

)

 

 

(137

)

 

(134

)

Other (expense) income, net

 

(12

)

 

2

 

 

 

(4

)

 

10

 

Income before income taxes

 

84

 

 

134

 

 

 

393

 

 

768

 

Income tax expense

 

(24

)

 

(27

)

 

 

(94

)

 

(164

)

Net income

$

60

 

$

107

 

 

$

299

 

$

604

 

Basic earnings per share attributable to common stockholders

$

0.54

 

$

0.90

 

 

$

2.62

 

$

4.95

 

Diluted earnings per share attributable to common stockholders

$

0.53

 

$

0.90

 

 

$

2.62

 

$

4.91

 

 
Allison Transmission Holdings, Inc.
Condensed Consolidated Balance Sheets
(Unaudited, dollars in millions)
   

December 31,

 

 

December 31,

2020

 

 

2019

ASSETS  
Current Assets  
Cash and cash equivalents

$

310

 

$

192

Accounts receivable, net

 

228

 

 

253

Inventories

 

181

 

 

199

Other current assets

 

37

 

 

42

Total Current Assets

 

756

 

 

686

   
Property, plant and equipment, net

 

638

 

 

616

Intangible assets, net

 

963

 

 

1,042

Goodwill

 

2,064

 

 

2,041

Other non-current assets

 

56

 

 

65

TOTAL ASSETS

$

4,477

 

$

4,450

   
LIABILITIES  
Current Liabilities  
Accounts payable

$

157

 

$

150

Product warranty liability

 

36

 

 

24

Current portion of long-term debt

 

6

 

 

6

Deferred revenue

 

34

 

 

35

Other current liabilities

 

140

 

 

202

Total Current Liabilities

 

373

 

 

417

   
Product warranty liability

 

30

 

 

28

Deferred revenue

 

109

 

 

104

Long-term debt

 

2,507

 

 

2,512

Deferred income taxes

 

442

 

 

387

Other non-current liabilities

 

260

 

 

221

TOTAL LIABILITIES

 

3,721

 

 

3,669

   
TOTAL STOCKHOLDERS' EQUITY

 

756

 

 

781

TOTAL LIABILITIES & STOCKHOLDERS' EQUITY

$

4,477

 

$

4,450

 
Allison Transmission Holdings, Inc.
Condensed Consolidated Statements of Cash Flows
(Unaudited, dollars in millions)
   

Three months ended December 31,

 

 

Twelve months ended December 31,

2020

 

2019

 

 

2020

 

2019

   
Net cash provided by operating activities (a)

$

163

 

$

202

 

 

$

561

 

$

847

 

Net cash used for investing activities (b) (c)

 

(35

)

 

(82

)

 

 

(111

)

 

(405

)

Net cash used for financing activities

 

(72

)

 

(81

)

 

 

(335

)

 

(480

)

Effect of exchange rate changes on cash

 

3

 

 

1

 

 

 

3

 

 

(1

)

Net increase (decrease) in cash and cash equivalents

 

59

 

 

40

 

 

 

118

 

 

(39

)

Cash and cash equivalents at beginning of period

 

251

 

 

152

 

 

 

192

 

 

231

 

Cash and cash equivalents at end of period

$

310

 

$

192

 

 

$

310

 

$

192

 

Supplemental disclosures:  
Interest paid

$

63

 

$

62

 

 

$

136

 

$

125

 

Income taxes paid

$

13

 

$

5

 

 

$

26

 

$

89

 

   
(a) Restructuring charges

$

-

 

$

-

 

 

$

(12

)

$

-

 

(b) Additions of long-lived assets

$

(35

)

$

(81

)

 

$

(115

)

$

(172

)

(c) Business acquisitions

$

-

 

$

-

 

 

$

4

 

$

(232

)

   
Allison Transmission Holdings, Inc.
Reconciliation of GAAP to Non-GAAP Financial Measures
(Unaudited, dollars in millions)
   

Three months ended

 

 

Twelve months ended

December 31,

 

 

December 31,

2020

 

2019

 

 

2020

 

2019

Net income (GAAP)

$

60

 

$

107

 

 

$

299

 

$

604

 

plus:  
Interest expense, net

 

37

 

 

33

 

 

 

137

 

 

134

 

Depreciation of property, plant and equipment

 

25

 

 

24

 

 

 

96

 

 

81

 

Income tax expense

 

24

 

 

27

 

 

 

94

 

 

164

 

Amortization of intangible assets

 

12

 

 

21

 

 

 

52

 

 

86

 

Stock-based compensation expense (a)

 

6

 

 

3

 

 

 

17

 

 

13

 

Restructuring charges (b)

 

2

 

 

-

 

 

 

14

 

 

-

 

Expenses related to long-term debt refinancing (c)

 

13

 

 

-

 

 

 

13

 

 

1

 

UAW Local 933 retirement incentive (d)

 

7

 

 

6

 

 

 

7

 

 

5

 

Unrealized loss on foreign exchange (e)

 

-

 

 

-

 

 

 

2

 

 

-

 

Acquisition-related earnouts (f)

 

-

 

 

1

 

 

 

1

 

 

1

 

Loss associated with impairment of long-lived assets (g)

 

-

 

 

2

 

 

 

-

 

 

2

 

Environmental remediation (h)

 

-

 

 

(8

)

 

 

-

 

 

(8

)

Adjusted EBITDA (Non-GAAP)

$

186

 

$

216

 

 

$

732

 

$

1,083

 

Net sales (GAAP)

$

535

 

$

617

 

 

$

2,081

 

$

2,698

 

Net income as a percent of net sales (GAAP)

 

11.2

%

 

17.3

%

 

 

14.4

%

 

22.4

%

Adjusted EBITDA as a percent of net sales (Non-GAAP)

 

34.8

%

 

35.0

%

 

 

35.2

%

 

40.1

%

   
Net cash provided by operating activities (GAAP)

$

163

 

$

202

 

 

$

561

 

$

847

 

Deductions to Reconcile to Adjusted Free Cash Flow:  
Additions of long-lived assets

 

(35

)

 

(81

)

 

 

(115

)

 

(172

)

Restructuring charges (b)

 

-

 

 

-

 

 

 

12

 

 

-

 

Adjusted free cash flow (Non-GAAP)

$

128

 

$

121

 

 

$

458

 

$

675

 

(a)

Represents stock-based compensation expense (recorded in Cost of sales, Selling, general and administrative, and Engineering – research and development).

(b)

Represents restructuring and pension plan settlement charges (recorded in Cost of sales, Selling, general and administrative, Engineering – research and development, and Other (expense) income, net) related to voluntary and involuntary separation programs for hourly and salaried employees in the second quarter of 2020.

(c)

Represents expenses (recorded in Other (expense) income, net) related to the redemption of Allison Transmission Inc.'s 5.0% Senior Notes due September 2024 in the fourth quarter of 2020, the refinancing of the prior term loan due 2022 and prior revolving credit facility due 2021 in the first quarter of 2019, and the repricing of the new term loan due March 2026 in the fourth quarter of 2019.

(d)

Represents charges (recorded in Cost of sales) related to a retirement incentive program for certain employees represented by the International Union, United Automobile, Aerospace and Agricultural Implement Workers of America (“UAW”) pursuant to the UAW Local 933 collective bargaining agreement effective through November 2023.

(e)

Represents losses (recorded in Other (expense) income, net) on intercompany financing transactions related to investments in plant assets for our India facility.

(f)

Represents expense (recorded in Selling, general and administrative and Engineering - research and development) for earnouts related to our acquisition of Vantage Power Limited.

(g)

Represents charges (recorded in Selling, general and administrative) associated with the impairment of long-lived assets related to the production of the TC10 transmission.

(h)

Represents an environmental remediation benefit (recorded in Selling, general and administrative) related to a reduction of the liability for ongoing environmental remediation operating, monitoring and maintenance activities at our Indianapolis, Indiana manufacturing facilities.

 
 

Allison Transmission Holdings, Inc.

Reconciliation of GAAP to Non-GAAP Financial Measures for Full Year Guidance

(Unaudited, dollars in millions)

 

Guidance

Year Ending December 31, 2021

Low

 

High

Net Income (GAAP)

$

375

 

$

445

 

plus:
 
Depreciation and amortization

 

152

 

 

152

 

Interest expense, net

 

118

 

 

118

 

Income tax expense

 

108

 

 

128

 

Stock-based compensation expense (a)

 

16

 

 

16

 

Acquisition-related earnouts (b)

 

1

 

 

1

 

 
Adjusted EBITDA (Non-GAAP)

$

770

 

$

860

 

 
Net Cash Provided by Operating Activities (GAAP)

$

560

 

$

630

 

(Deductions) or Additions to Reconcile to Adjusted Free Cash Flow:
Additions of long-live assets

$

(170

)

$

(180

)

Adjusted Free Cash Flow (Non-GAAP)

$

390

 

$

450

 

(a)

Represents stock-based compensation expense (recorded in Cost of sales, Selling, general and administrative, and Engineering – research and development).

(b)

Represents expense (recorded in Selling, general and administrative and Engineering - research and development) for earnouts related to our acquisition of Vantage Power Limited.


Contacts

Raymond Posadas
Managing Director, Investor Relations
This email address is being protected from spambots. You need JavaScript enabled to view it.
(317) 242-3078

Media Relations
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(317) 242-5000


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LONDON & PARIS & HOUSTON--(BUSINESS WIRE)--Regulatory News:


TechnipFMC (Paris:FTI) (NYSE:FTI) (ISIN:GB00BDSFG982) has been awarded a significant(1) integrated Engineering Procurement Construction and Installation (iEPCI™) contract by NIpetco and PetroAmriya, two Joint Ventures between Energean and Egyptian Natural Gas Holding Company (EGAS) and Egyptian General Petroleum Corporation (EGPC) for a subsea tieback located offshore Egypt on the North El Amriya and North Idku concession.

TechnipFMC will design, manufacture, deliver and install subsea equipment including the subsea production system, subsea trees, production manifolds, umbilicals, flexible pipelines, jumpers and associated subsea and topside controls.

This is the second project that TechnipFMC will execute for Energean using its integrated subsea model, thereby reducing the overall cost, project interfaces and associated delivery risks. TechnipFMC is currently partnering with Energean to develop the Karish gas field development in the Mediterranean Sea offshore Israel.

Jonathan Landes, President Subsea at TechnipFMC, commented: We are proud and honored to be selected for this important development offshore Egypt. This project award showcases TechnipFMC’s position as the market and technology leader for integrated projects globally and demonstrates the benefits of our iEPCI™ solution for subsea developments. We will continue our long-term, collaborative relationship with Energean and are pleased to work again with EGPC and EGAS for the development of gas production in Egypt.”

(1) For TechnipFMC, a “significant” contract ranges between $75 million and $250 million.

Important Information for Investors and Securityholders

Forward-Looking Statement

This release contains "forward-looking statements" as defined in Section 27A of the United States Securities Act of 1933, as amended, and Section 21E of the United States Securities Exchange Act of 1934, as amended. The words “believe”, “estimated” and other similar expressions are intended to identify forward-looking statements, which are generally not historical in nature. Such forward-looking statements involve significant risks, uncertainties and assumptions that could cause actual results to differ materially from our historical experience and our present expectations or projections. For information regarding known material factors that could cause actual results to differ from projected results, please see our risk factors set forth in our filings with the United States Securities and Exchange Commission, which include our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, and Current Reports on Form 8-K. We caution you not to place undue reliance on any forward-looking statements, which speak only as of the date hereof. We undertake no obligation to publicly update or revise any of our forward-looking statements after the date they are made, whether as a result of new information, future events or otherwise, except to the extent required by law.

About TechnipFMC

TechnipFMC is a leading technology provider to the traditional and new energies industries; delivering fully integrated projects, products, and services.

With our proprietary technologies and comprehensive solutions, we are transforming our clients’ project economics, helping them unlock new possibilities to develop energy resources while reducing carbon intensity and supporting their energy transition ambitions.

Organized in two business segments — Subsea and Surface Technologies — we will continue to advance the industry with our pioneering integrated ecosystems (such as iEPCI™, iFEED™ and iComplete™), technology leadership and digital innovation.

Each of our approximately 20,000 employees is driven by a commitment to our clients’ success, and a culture of strong execution, purposeful innovation, and challenging industry conventions.

TechnipFMC uses its website as a channel of distribution of material company information. To learn more about how we are driving change in the industry, go to www.TechnipFMC.com and follow us on Twitter @TechnipFMC.


Contacts

Investor relations
Matt Seinsheimer
Vice President Investor Relations
+1 281 260 3665
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James Davis
Senior Manager Investor Relations
+1 281 260 3665
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Media relations
Nicola Cameron
Vice President Corporate Communications
+44 1383 742297
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Brooke Robertson
Public Relations Director
+1 281 591 4108
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HOUSTON--(BUSINESS WIRE)--Enterprise Products Partners L.P. (NYSE: EPD) today announced that it has rescheduled the webcasts of the company’s Environmental, Social and Governance (“ESG”) and annual analyst day events originally set for February 22 and 23, respectively, due to the recent severe winter storms and subsequent power outages. The ESG webcast will now be available March 3 at 8 a.m. CST with the analyst day webcast available at 8 a.m. CST March 4, followed by a live Q&A that same day at 1 p.m. CST. Each of the webcasts will be available on Enterprise’s website at www.enterpriseproducts.com.


Enterprise Products Partners L.P. is one of the largest publicly traded partnerships and a leading North American provider of midstream energy services to producers and consumers of natural gas, NGLs, crude oil, refined products and petrochemicals. Our services include: natural gas gathering, treating, processing, transportation and storage; NGL transportation, fractionation, storage and export and import terminals; crude oil gathering, transportation, storage and export and import terminals; petrochemical and refined products transportation, storage, export and import terminals and related services; and a marine transportation business that operates primarily on the United States inland and Intracoastal Waterway systems. The partnership’s assets include approximately 50,000 miles of pipelines; 260 million barrels of storage capacity for NGLs, crude oil, refined products and petrochemicals; and 14 Bcf of natural gas storage capacity. Please visit www.enterpriseproducts.com for more information.


Contacts

Randy Burkhalter, Investor Relations, (713) 381-6812 or (866) 230-0745, This email address is being protected from spambots. You need JavaScript enabled to view it.
Rick Rainey, Media Relations (713) 381-3635, This email address is being protected from spambots. You need JavaScript enabled to view it.

MIAMI--(BUSINESS WIRE)--World Fuel Services Corporation (NYSE:INT) invites you to participate in a conference call with its management team on Thursday, February 25, 2021 at 5:00PM Eastern Time to discuss the Company’s fourth quarter and full year results, as well as certain forward-looking information. The Company plans to release its fourth quarter and full year results after the market closes on the same date.


The live conference call will be accessible by telephone at (800) 954-0620 (within the United States and Canada) or (212) 231-2915 (International). Audio replay of the call will be available through March 11, 2021. The replay numbers are: (800) 633-8284 (within the United States and Canada) and (402) 977-9140 (International). The call ID is 21990772.

The conference call will also be available via live webcast. The live webcast may be accessed by visiting the Company’s website at www.wfscorp.com and clicking on the webcast icon. An archive of the webcast will be available on the Company’s website two hours after the completion of the live call and will remain available until March 11, 2021.

About World Fuel Services Corporation

Headquartered in Miami, Florida, World Fuel Services is a global energy management company involved in providing supply fulfillment, energy procurement advisory services, and transaction and payment management solutions to commercial and industrial customers, principally in the aviation, marine and land transportation industries. World Fuel Services sells fuel and delivers services to its clients at more than 8,000 locations in more than 200 countries and territories worldwide.

For more information, call 305-428-8000 or visit www.wfscorp.com.


Contacts

Ira M. Birns
Executive Vice President & Chief Financial Officer
or
Glenn Klevitz, Vice President, Treasurer & Investor Relations
305-428-8000

DALLAS--(BUSINESS WIRE)--Energy Transfer LP (NYSE:ET) (“ET” or the “Partnership”) today reported financial results for the quarter and year ended December 31, 2020.


ET reported net income attributable to partners for the three months ended December 31, 2020 of $509 million. For the three months ended December 31, 2020, net income per limited partner unit (basic and diluted) was $0.19 per unit.

Adjusted EBITDA for the three months ended December 31, 2020 was $2.59 billion. Results for the quarter continued to reflect improved efficiencies, with lower operating expenses in all of the Partnership’s core operating segments compared to the same period in the prior year.

Distributable Cash Flow attributable to partners, as adjusted, for the three months ended December 31, 2020 was $1.36 billion.

Key accomplishments and recent developments:

Operational

  • In January 2021, the first Very Large Ethane Carrier (“VLEC”) was loaded under ET’s joint venture with Satellite Petrochemical USA Corp., Orbit Gulf Coast NGL Exports, LLC. The Seri Everest, the world’s largest VLEC, departed from Orbit’s newly constructed export facility at our Nederland Terminal in Nederland, Texas, as the largest single shipment of ethane to date.
  • In December 2020, the Partnership completed the expansion of its Nederland Terminal LPG facilities to increase its export capabilities.
  • Also during the fourth quarter of 2020, the Partnership completed a new 20-inch pipeline directly linking its fractionation and storage facilities in Mont Belvieu, Texas to its Nederland Terminal.
  • In October 2020, the Partnership released its Community Engagement Report, which highlights ET’s business achievements and safety programs, as well as its stakeholder outreach and community investment initiatives.

Strategic

  • In February 2021, the Partnership announced the acquisition of Enable Midstream Partners, LP (“Enable”) in a $7.2 billion, all-equity transaction.
  • In November 2020, the Partnership announced its first-ever dedicated solar power contract, which will reduce the Partnership’s environmental footprint by integrating alternative energy sources when economically beneficial. The Partnership continues to increase its focus on near and long-term alternative energy projects aimed at reducing its environmental footprint throughout its operations.
  • In February 2021, the Partnership announced the creation of a new group that will focus on alternative energy initiatives.
  • With the addition of ethane export facilities at our Nederland Terminal, the Partnership now owns two of the three U.S. ethane export terminals, and is the only company with export facilities on the Gulf Coast and East Coast.

Financial

  • In January 2021, ET announced a quarterly distribution of $0.1525 per unit ($0.61 annualized) on ET common units for the quarter ended December 31, 2020. The distribution coverage ratio for the fourth quarter of 2020 was 3.30x.
  • As of December 31, 2020, Energy Transfer Operating, L.P.’s (“ETO’s”) $6.00 billion revolving credit facilities had an aggregate $2.79 billion of available capacity, and the leverage ratio, as defined by its credit agreements, was 4.31x.
  • Energy Transfer completed 2020 with full-year Adjusted EBITDA of $10.53 billion, which was above the high end of estimates provided in August 2020.
  • For 2021, the Partnership expects Adjusted EBITDA to be $10.6 billion to $11.0 billion, excluding any contribution from the recently announced Enable acquisition.
  • For the year ended December 31, 2020, the Partnership spent approximately $3.05 billion on growth capital expenditures. The Partnership expects to spend approximately $1.45 billion on growth capital expenditures in 2021, including approximately $250 million of 2020 growth capital that was deferred into 2021.

ET benefits from a portfolio of assets with exceptional product and geographic diversity. The Partnership’s multiple segments generate high-quality, balanced earnings with no single segment contributing more than 30% of the Partnership’s consolidated Adjusted EBITDA for the three months or full year ended December 31, 2020. The vast majority of the Partnership’s segment margins are fee-based and therefore have limited commodity price sensitivity.

Conference call information:

The Partnership has scheduled a conference call for 4:00 p.m. Central Time/5:00 p.m. Eastern Time on Wednesday, February 17, 2021 to discuss its fourth quarter 2020 results and provide an update on the Partnership, including its outlook for 2021. The conference call will be broadcast live via an internet webcast, which can be accessed through www.energytransfer.com or ir.energytransfer.com and will also be available for replay on the Partnership’s website for a limited time.

Energy Transfer LP (NYSE: ET) owns and operates one of the largest and most diversified portfolios of energy assets in the United States, with a strategic footprint in all of the major domestic production basins. ET is a publicly traded limited partnership with core operations that include complementary natural gas midstream, intrastate and interstate transportation and storage assets; crude oil, natural gas liquids (NGL) and refined product transportation and terminalling assets; NGL fractionation; and various acquisition and marketing assets. ET, through its ownership of Energy Transfer Operating, L.P., also owns Lake Charles LNG Company, as well as the general partner interests, the incentive distribution rights and 28.5 million common units of Sunoco LP (NYSE: SUN), and the general partner interests and 46.1 million common units of USA Compression Partners, LP (NYSE: USAC). For more information, visit the Energy Transfer LP website at www.energytransfer.com.

Sunoco LP (NYSE: SUN) is a master limited partnership with core operations that include the distribution of motor fuel to approximately 10,000 convenience stores, independent dealers, commercial customers and distributors located in more than 30 states as well as refined product transportation and terminalling assets. SUN's general partner is owned by Energy Transfer Operating, L.P., a wholly owned subsidiary of Energy Transfer LP (NYSE: ET). For more information, visit the Sunoco LP website at www.sunocolp.com.

USA Compression Partners, LP (NYSE: USAC) is a growth-oriented Delaware limited partnership that is one of the nation’s largest independent providers of natural gas compression services in terms of total compression fleet horsepower. USA Compression partners with a broad customer base composed of producers, processors, gatherers and transporters of natural gas and crude oil. USA Compression focuses on providing natural gas compression services to infrastructure applications primarily in high-volume gathering systems, processing facilities and transportation applications. For more information, visit the USAC website at www.usacompression.com.

Forward-Looking Statements

This news release may include certain statements concerning expectations for the future that are forward-looking statements as defined by federal law. Such forward-looking statements are subject to a variety of known and unknown risks, uncertainties, and other factors that are difficult to predict and many of which are beyond management’s control. An extensive list of factors that can affect future results are discussed in the Partnership’s Annual Report on Form 10-K and other documents filed from time to time with the Securities and Exchange Commission, including the Partnership’s Quarterly Report on Form 10-Q to be filed for the current period. In addition to the risks and uncertainties previously disclosed, the Partnership has also been, or may in the future be, impacted by new or heightened risks related to the COVID-19 pandemic, and we cannot predict the length and ultimate impact of those risks. The Partnership undertakes no obligation to update or revise any forward-looking statement to reflect new information or events.

The information contained in this press release is available on our website at www.energytransfer.com.

 

ENERGY TRANSFER LP AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(In millions)

(unaudited)

 

 

December 31, 2020

 

December 31, 2019

ASSETS

 

 

 

Current assets (1)

$

6,317

 

 

$

7,464

 

 

 

 

 

Property, plant and equipment, net

75,107

 

 

74,193

 

 

 

 

 

Advances to and investments in unconsolidated affiliates

3,060

 

 

3,460

 

Lease right-of-use assets, net

866

 

 

964

 

Other non-current assets, net (1)

1,657

 

 

1,571

 

Intangible assets, net

5,746

 

 

6,154

 

Goodwill

2,391

 

 

5,167

 

Total assets

$

95,144

 

 

$

98,973

 

LIABILITIES AND EQUITY

 

 

 

Current liabilities

$

5,923

 

 

$

7,724

 

 

 

 

 

Long-term debt, less current maturities

51,417

 

 

51,028

 

Non-current derivative liabilities

237

 

 

273

 

Non-current operating lease liabilities

837

 

 

901

 

Deferred income taxes

3,428

 

 

3,208

 

Other non-current liabilities

1,152

 

 

1,162

 

 

 

 

 

Commitments and contingencies

 

 

 

Redeemable noncontrolling interests

762

 

 

739

 

 

 

 

 

Equity:

 

 

 

Total partners’ capital

18,529

 

 

21,920

 

Noncontrolling interest

12,859

 

 

12,018

 

Total equity

31,388

 

 

33,938

 

Total liabilities and equity

$

95,144

 

 

$

98,973

 

(1)

Effective January 1, 2020, the Partnership elected to change its accounting policy related to certain barrels of crude oil that were previously accounted for as inventory. Under the revised accounting policy, certain amounts of crude oil that are not available for sale have been reclassified from inventory to non-current assets. The balances as of December 31, 2019 have been adjusted to reflect this change in accounting policy.

 

ENERGY TRANSFER LP AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(In millions, except per unit data)

(unaudited)

 

 

Three Months Ended
December 31,

 

Year Ended
December 31,

 

2020

 

2019 (1)

 

2020

 

2019 (1)

REVENUES

$

10,034

 

 

$

13,720

 

 

$

38,954

 

 

$

54,213

 

COSTS AND EXPENSES:

 

 

 

 

 

 

 

Cost of products sold

6,703

 

 

10,159

 

 

25,487

 

 

39,801

 

Operating expenses

796

 

 

888

 

 

3,218

 

 

3,294

 

Depreciation, depletion and amortization

963

 

 

804

 

 

3,678

 

 

3,147

 

Selling, general and administrative

156

 

 

195

 

 

711

 

 

694

 

Impairment losses

77

 

 

12

 

 

2,880

 

 

74

 

Total costs and expenses

8,695

 

 

12,058

 

 

35,974

 

 

47,010

 

OPERATING INCOME

1,339

 

 

1,662

 

 

2,980

 

 

7,203

 

OTHER INCOME (EXPENSE):

 

 

 

 

 

 

 

Interest expense, net of interest capitalized

(577)

 

 

(584)

 

 

(2,327)

 

 

(2,331)

 

Equity in earnings of unconsolidated affiliates

73

 

 

78

 

 

119

 

 

302

 

Impairment of investments in unconsolidated affiliates

 

 

 

 

(129)

 

 

 

Losses on extinguishments of debt

(13)

 

 

 

 

(75)

 

 

(18)

 

Gains (losses) on interest rate derivatives

74

 

 

130

 

 

(203)

 

 

(241)

 

Other, net

6

 

 

6

 

 

12

 

 

105

 

INCOME FROM CONTINUING OPERATIONS BEFORE INCOME TAX EXPENSE (BENEFIT)

902

 

 

1,292

 

 

377

 

 

5,020

 

Income tax expense (benefit) from continuing operations

69

 

 

(19)

 

 

237

 

 

195

 

NET INCOME

833

 

 

1,311

 

 

140

 

 

4,825

 

Less: Net income attributable to noncontrolling interest

312

 

 

325

 

 

739

 

 

1,256

 

Less: Net income attributable to redeemable noncontrolling interests

12

 

 

13

 

 

49

 

 

51

 

NET INCOME (LOSS) ATTRIBUTABLE TO PARTNERS

509

 

 

973

 

 

(648)

 

 

3,518

 

General Partner’s interest in net income (loss)

 

 

1

 

 

(1)

 

 

4

 

Limited Partners’ interest in net income (loss)

$

509

 

 

$

972

 

 

$

(647)

 

 

$

3,514

 

NET INCOME (LOSS) PER LIMITED PARTNER UNIT:

 

 

 

 

 

 

 

Basic

$

0.19

 

 

$

0.37

 

 

$

(0.24)

 

 

$

1.34

 

Diluted

$

0.19

 

 

$

0.37

 

 

$

(0.24)

 

 

$

1.33

 

WEIGHTED AVERAGE NUMBER OF UNITS OUTSTANDING:

 

 

 

 

 

 

 

Basic

2,699.1

 

 

2,646.2

 

 

2,695.6

 

 

2,628.0

 

Diluted

2,699.1

 

 

2,653.3

 

 

2,695.6

 

 

2,637.6

 

(1)

Effective January 1, 2020, the Partnership elected to change its accounting policy related to certain barrels of crude oil that were previously accounted for as inventory. Under the revised accounting policy, certain amounts of crude oil that are not available for sale have been reclassified from inventory to non-current assets. The condensed consolidated statement of operations for the three months and full year ended December 31, 2019 has been adjusted to reflect this change in accounting policy.

 

ENERGY TRANSFER LP AND SUBSIDIARIES

SUPPLEMENTAL INFORMATION

(Dollars and units in millions)

(unaudited)

 

 

Three Months Ended
December 31,

 

Year Ended
December 31,

 

2020

 

2019 (a)

 

2020

 

2019 (a)

Reconciliation of net income to Adjusted EBITDA and Distributable Cash Flow (b):

 

 

 

 

 

 

 

Net income

$

833

 

 

$

1,311

 

 

$

140

 

 

$

4,825

 

Interest expense, net of interest capitalized

577

 

 

584

 

 

2,327

 

 

2,331

 

Impairment losses

77

 

 

12

 

 

2,880

 

 

74

 

Income tax expense (benefit) from continuing operations

69

 

 

(19)

 

 

237

 

 

195

 

Depreciation, depletion and amortization

963

 

 

804

 

 

3,678

 

 

3,147

 

Non-cash compensation expense

28

 

 

28

 

 

121

 

 

113

 

(Gains) losses on interest rate derivatives

(74)

 

 

(130)

 

 

203

 

 

241

 

Unrealized losses on commodity risk management activities

44

 

 

95

 

 

71

 

 

5

 

Losses on extinguishments of debt

13

 

 

 

 

75

 

 

18

 

Inventory valuation adjustments (Sunoco LP)

(44)

 

 

(8)

 

 

82

 

 

(79)

 

Impairment of investment in an unconsolidated affiliate

 

 

 

 

129

 

 

 

Equity in earnings of unconsolidated affiliates

(73)

 

 

(78)

 

 

(119)

 

 

(302)

 

Adjusted EBITDA related to unconsolidated affiliates

148

 

 

156

 

 

628

 

 

626

 

Other, net

31

 

 

13

 

 

79

 

 

(54)

 

Adjusted EBITDA (consolidated)

2,592

 

 

2,768

 

 

10,531

 

 

11,140

 

Adjusted EBITDA related to unconsolidated affiliates

(148)

 

 

(156)

 

 

(628)

 

 

(626)

 

Distributable Cash Flow from unconsolidated affiliates

99

 

 

108

 

 

452

 

 

415

 

Interest expense, net of interest capitalized

(577)

 

 

(584)

 

 

(2,327)

 

 

(2,331)

 

Preferred unitholders’ distributions

(96)

 

 

(68)

 

 

(378)

 

 

(253)

 

Current income tax (expense) benefit

(19)

 

 

45

 

 

(27)

 

 

22

 

Transaction-related income taxes

 

 

(31)

 

 

 

 

(31)

 

Maintenance capital expenditures

(152)

 

 

(215)

 

 

(520)

 

 

(655)

 

Other, net

17

 

 

30

 

 

74

 

 

85

 

Distributable Cash Flow (consolidated)

1,716

 

 

1,897

 

 

7,177

 

 

7,766

 

Distributable Cash Flow attributable to Sunoco LP (100%)

(97)

 

 

(120)

 

 

(516)

 

 

(450)

 

Distributions from Sunoco LP

42

 

 

42

 

 

165

 

 

165

 

Distributable Cash Flow attributable to USAC (100%)

(51)

 

 

(58)

 

 

(221)

 

 

(222)

 

Distributions from USAC

25

 

 

24

 

 

97

 

 

90

 

Distributable Cash Flow attributable to noncontrolling interest in other non-wholly-owned consolidated subsidiaries

(282)

 

 

(286)

 

 

(1,015)

 

 

(1,113)

 

Distributable Cash Flow attributable to the partners of ET

1,353

 

 

1,499

 

 

5,687

 

 

6,236

 

Transaction-related adjustments

9

 

 

8

 

 

55

 

 

14

 

Distributable Cash Flow attributable to the partners of ET, as adjusted

$

1,362

 

 

$

1,507

 

 

$

5,742

 

 

$

6,250

 

Distributions to partners:

 

 

 

 

 

 

 

Limited Partners

$

412

 

 

$

820

 

 

$

2,468

 

 

$

3,221

 

General Partner

1

 

 

1

 

 

3

 

 

4

 

Total distributions to be paid to partners

$

413

 

 

$

821

 

 

$

2,471

 

 

$

3,225

 

Common Units outstanding – end of period

2,702.3

 

 

2,689.6

 

 

2,702.3

 

 

2,689.6

 

Distribution coverage ratio

3.30x

 

1.84x

 

2.32x

 

1.94x

(a)

Effective January 1, 2020, the Partnership elected to change its accounting policy related to certain barrels of crude oil that were previously accounted for as inventory. Under the revised accounting policy, certain amounts of crude oil that are not available for sale have been reclassified from inventory to non-current assets. The results for the three and twelve months ended December 31, 2020 have been adjusted to reflect this change in accounting policy.

 

(b)

Adjusted EBITDA, Distributable Cash Flow and distribution coverage ratio are non-GAAP financial measures used by industry analysts, investors, lenders and rating agencies to assess the financial performance and the operating results of ET’s fundamental business activities and should not be considered in isolation or as a substitute for net income, income from operations, cash flows from operating activities or other GAAP measures.

There are material limitations to using measures such as Adjusted EBITDA, Distributable Cash Flow and distribution coverage ratio, including the difficulty associated with using any such measure as the sole measure to compare the results of one company to another, and the inability to analyze certain significant items that directly affect a company’s net income or loss or cash flows. In addition, our calculations of Adjusted EBITDA, Distributable Cash Flow and distribution coverage ratio may not be consistent with similarly titled measures of other companies and should be viewed in conjunction with measurements that are computed in accordance with GAAP, such as operating income, net income and cash flow from operating activities.

Definition of Adjusted EBITDA

We define Adjusted EBITDA as total partnership earnings before interest, taxes, depreciation, depletion, amortization and other non-cash items, such as non-cash compensation expense, gains and losses on disposals of assets, the allowance for equity funds used during construction, unrealized gains and losses on commodity risk management activities, inventory valuation adjustments, non-cash impairment charges, losses on extinguishments of debt and other non-operating income or expense items. Inventory adjustments that are excluded from the calculation of Adjusted EBITDA represent only the changes in lower of cost or market reserves on inventory that is carried at last-in, first-out (“LIFO”). These amounts are unrealized valuation adjustments applied to Sunoco LP’s fuel volumes remaining in inventory at the end of the period.

Adjusted EBITDA reflects amounts for unconsolidated affiliates based on the same recognition and measurement methods used to record equity in earnings of unconsolidated affiliates. Adjusted EBITDA related to unconsolidated affiliates excludes the same items with respect to the unconsolidated affiliate as those excluded from the calculation of Adjusted EBITDA, such as interest, taxes, depreciation, depletion, amortization and other non-cash items. Although these amounts are excluded from Adjusted EBITDA related to unconsolidated affiliates, such exclusion should not be understood to imply that we have control over the operations and resulting revenues and expenses of such affiliates. We do not control our unconsolidated affiliates; therefore, we do not control the earnings or cash flows of such affiliates. The use of Adjusted EBITDA or Adjusted EBITDA related to unconsolidated affiliates as an analytical tool should be limited accordingly.

Adjusted EBITDA is used by management to determine our operating performance and, along with other financial and volumetric data, as an internal measure for setting annual operating budgets, assessing financial performance of our numerous business locations, as a measure for evaluating targeted businesses for acquisition and as a measurement component of incentive compensation.

Definition of Distributable Cash Flow

We define Distributable Cash Flow as net income, adjusted for certain non-cash items, less distributions to preferred unitholders and maintenance capital expenditures. Non-cash items include depreciation, depletion and amortization, non-cash compensation expense, amortization included in interest expense, gains and losses on disposals of assets, the allowance for equity funds used during construction, unrealized gains and losses on commodity risk management activities, inventory valuation adjustments, non-cash impairment charges, losses on extinguishments of debt and deferred income taxes. For unconsolidated affiliates, Distributable Cash Flow reflects the Partnership’s proportionate share of the investee’s distributable cash flow.

Distributable Cash Flow is used by management to evaluate our overall performance. Our partnership agreement requires us to distribute all available cash, and Distributable Cash Flow is calculated to evaluate our ability to fund distributions through cash generated by our operations.

On a consolidated basis, Distributable Cash Flow includes 100% of the Distributable Cash Flow of ET’s consolidated subsidiaries. However, to the extent that noncontrolling interests exist among our subsidiaries, the Distributable Cash Flow generated by our subsidiaries may not be available to be distributed to our partners. In order to reflect the cash flows available for distributions to our partners, we have reported Distributable Cash Flow attributable to partners, which is calculated by adjusting Distributable Cash Flow (consolidated), as follows:

  • For subsidiaries with publicly traded equity interests, other than ETO, Distributable Cash Flow (consolidated) includes 100% of Distributable Cash Flow attributable to such subsidiary, and Distributable Cash Flow attributable to our partners includes distributions to be received by the parent company with respect to the periods presented.
  • For consolidated joint ventures or similar entities, where the noncontrolling interest is not publicly traded, Distributable Cash Flow (consolidated) includes 100% of Distributable Cash Flow attributable to such subsidiaries, but Distributable Cash Flow attributable to partners reflects only the amount of Distributable Cash Flow of such subsidiaries that is attributable to our ownership interest.

For Distributable Cash Flow attributable to partners, as adjusted, certain transaction-related adjustments and non-recurring expenses that are included in net income are excluded.

Definition of Distribution Coverage Ratio

Distribution coverage ratio for a period is calculated as Distributable Cash Flow attributable to partners, as adjusted, divided by distributions expected to be paid to the partners of ET in respect of such period.

 

ENERGY TRANSFER LP AND SUBSIDIARIES

SUMMARY ANALYSIS OF QUARTERLY RESULTS BY SEGMENT

(Tabular dollar amounts in millions)

(unaudited)

 

 

Three Months Ended
December 31,

 

2020

 

2019

Segment Adjusted EBITDA:

 

 

 

Intrastate transportation and storage

$

233

 

 

$

222

 

Interstate transportation and storage

448

 

 

434

 

Midstream

390

 

 

397

 

NGL and refined products transportation and services

703

 

 

743

 

Crude oil transportation and services

517

 

 

676

 

Investment in Sunoco LP

159

 

 

168

 

Investment in USAC

99

 

 

110

 

All other

43

 

 

18

 

Total Segment Adjusted EBITDA

$

2,592

 

 

$

2,768

 

In the following analysis of segment operating results, a measure of segment margin is reported for segments with sales revenues. Segment margin is a non-GAAP financial measure and is presented herein to assist in the analysis of segment operating results and particularly to facilitate an understanding of the impacts that changes in sales revenues have on the segment performance measure of Segment Adjusted EBITDA. Segment margin is similar to the GAAP measure of gross margin, except that segment margin excludes charges for depreciation, depletion and amortization. Among the GAAP measures reported by the Partnership, the most directly comparable measure to segment margin is Segment Adjusted EBITDA; a reconciliation of segment margin to Segment Adjusted EBITDA is included in the following tables for each segment where segment margin is presented.

In addition, for certain segments, the sections below include information on the components of segment margin by sales type, which components are included in order to provide additional disaggregated information to facilitate the analysis of segment margin and Segment Adjusted EBITDA. For example, these components include transportation margin, storage margin, and other margin.


Contacts

Energy Transfer
Investor Relations:
Bill Baerg, Brent Ratliff, Lyndsay Hannah, 214-981-0795
or
Media Relations:
Vicki Granado, 214-840-5820


Read full story here

DALLAS--(BUSINESS WIRE)--Flowserve Corporation, (NYSE: FLS), a leading provider of flow control products and services for the global infrastructure markets, announced that its Board of Directors has authorized a quarterly cash dividend of $0.20 per share on the company's outstanding shares of common stock.


The dividend is payable on April 9, 2021, to shareholders of record as of the close of business on March 26, 2021.

While Flowserve currently intends to pay regular quarterly cash dividends for the foreseeable future, any future dividends, at this $0.20 per share rate or otherwise, will be reviewed individually and declared by the Board at its discretion.

Safe Harbor Statement:

This news release includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, which are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995, as amended. Words or phrases such as, "may," "should," "expects," "could," "intends," "plans," "anticipates," "estimates," "believes," "forecasts," "predicts" or other similar expressions are intended to identify forward-looking statements, which include, without limitation, earnings forecasts, statements relating to our business strategy and statements of expectations, beliefs, future plans and strategies and anticipated developments concerning our industry, business, operations and financial performance and condition.

The forward-looking statements included in this news release are based on our current expectations, projections, estimates and assumptions. These statements are only predictions, not guarantees. Such forward-looking statements are subject to numerous risks and uncertainties that are difficult to predict. These risks and uncertainties may cause actual results to differ materially from what is forecast in such forward-looking statements, and include, without limitation, the following: the impact of the global outbreak of COVID-19 on our business and operations; a portion of our bookings may not lead to completed sales, and our ability to convert bookings into revenues at acceptable profit margins; changes in global economic conditions and the potential for unexpected cancellations or delays of customer orders in our reported backlog; our dependence on our customers’ ability to make required capital investment and maintenance expenditures; if we are not able to successfully execute and realize the expected financial benefits from our strategic transformation and realignment initiatives, our business could be adversely affected; risks associated with cost overruns on fixed-fee projects and in taking customer orders for large complex custom engineered products; the substantial dependence of our sales on the success of the oil and gas, chemical, power generation and water management industries; the adverse impact of volatile raw materials prices on our products and operating margins; economic, political and other risks associated with our international operations, including military actions, trade embargoes, epidemics or pandemics or changes to tariffs or trade agreements that could affect customer markets, particularly North African, Russian and Middle Eastern markets and global oil and gas producers, and non-compliance with U.S. export/re-export control, foreign corrupt practice laws, economic sanctions and import laws and regulations; increased aging and slower collection of receivables, particularly in Latin America and other emerging markets; our exposure to fluctuations in foreign currency exchange rates, including in hyperinflationary countries such as Venezuela and Argentina; our furnishing of products and services to nuclear power plant facilities and other critical processes; potential adverse consequences resulting from litigation to which we are a party, such as litigation involving asbestos-containing material claims; expectations regarding acquisitions and the integration of acquired businesses; our relative geographical profitability and its impact on our utilization of deferred tax assets, including foreign tax credits; the potential adverse impact of an impairment in the carrying value of goodwill or other intangible assets; our dependence upon third-party suppliers whose failure to perform timely could adversely affect our business operations; the highly competitive nature of the markets in which we operate; environmental compliance costs and liabilities; potential work stoppages and other labor matters; access to public and private sources of debt financing; our inability to protect our intellectual property in the U.S., as well as in foreign countries; obligations under our defined benefit pension plans; our internal control over financial reporting may not prevent or detect misstatements because of its inherent limitations, including the possibility of human error, the circumvention or overriding of controls, or fraud; the recording of increased deferred tax asset valuation allowances in the future or the impact of tax law changes on such deferred tax assets could affect our operating results; our information technology infrastructure could be subject to service interruptions, data corruption, cyber-based attacks or network security breaches, which could disrupt our business operations and result in the loss of critical and confidential information; ineffective internal controls could impact the accuracy and timely reporting of our business and financial results; and other factors described from time to time in our filings with the Securities and Exchange Commission.

All forward-looking statements included in this news release are based on information available to us on the date hereof, and we assume no obligation to update any forward-looking statement.

The Company reports its financial results in accordance with U.S. generally accepted accounting principles (GAAP). However, management believes that non-GAAP financial measures which exclude certain non-recurring items present additional useful comparisons between current results and results in prior operating periods, providing investors with a clearer view of the underlying trends of the business. Management also uses these non-GAAP financial measures in making financial, operating, planning and compensation decisions and in evaluating the Company's performance. Throughout our materials we refer to non-GAAP measures as “Adjusted.” Non-GAAP financial measures, which may be inconsistent with similarly captioned measures presented by other companies, should be viewed in addition to, and not as a substitute for, the Company’s reported results prepared in accordance with GAAP.


Contacts

Investor Contacts:
Jay Roueche, Vice President, Investor Relations & Treasurer (972) 443-6560
Mike Mullin, Director, Investor Relations, (972) 443-6636

Media Contact:
Lars Rosene, Vice President, Corporate Communications & Public Affairs, (972) 443-6644

DEERFIELD, Ill.--(BUSINESS WIRE)--CF Industries Holdings, Inc. (NYSE: CF) today announced that its wholly owned subsidiary CF Industries, Inc. has elected to redeem in full on March 20, 2021, all of the $250,000,000 outstanding principal amount of its 3.400% Senior Secured Notes (the “Notes”) due December 2021, in accordance with the optional redemption provisions of the indenture governing the Notes. CF intends to use cash on hand to fund the redemption.

This press release does not constitute a notice of redemption. Beneficial owners of the Notes with any questions should contact the brokerage firm or financial institution through which they hold the Notes.

About CF Industries Holdings, Inc.

CF Industries is a leading global manufacturer of hydrogen and nitrogen products for clean energy, emissions abatement, fertilizer, and other industrial applications. We operate manufacturing complexes in the United States, Canada, and the United Kingdom, which are among the most cost-advantaged, efficient, and flexible in the world and an unparalleled storage, transportation and distribution network in North America. Our 3,000 employees focus on safe and reliable operations, environmental stewardship and disciplined capital and corporate management, driving our strategy to leverage and sustainably grow the world’s most advantaged hydrogen and nitrogen platform to serve customers, creating long-term shareholder value. CF Industries routinely posts investor announcements and additional information on the Company’s website at www.cfindustries.com and encourages those interested in the Company to check there frequently.

Safe Harbor Statement

All statements in this communication by CF Industries Holdings, Inc. (together with its subsidiaries, the “Company”), other than those relating to historical facts, are forward-looking statements. Forward-looking statements can generally be identified by their use of terms such as “anticipate,” “believe,” “could,” “estimate,” “expect,” “intend,” “may,” “plan,” “predict,” “project,” “will” or “would” and similar terms and phrases, including references to assumptions. Forward-looking statements are not guarantees of future performance and are subject to a number of assumptions, risks and uncertainties, many of which are beyond the Company’s control, which could cause actual results to differ materially from such statements. These statements may include, but are not limited to, statements about strategic plans and management’s expectations with respect to the production of green and low-carbon ammonia, the development of carbon capture and sequestration projects, the transition to and growth of a hydrogen economy, greenhouse gas reduction targets, projected capital expenditures, statements about future financial and operating results, and other items described in this communication.

Important factors that could cause actual results to differ materially from our expectations include, but are not limited to, the failure of cost competitive global renewable energy capacity to increase significantly; realization of technological improvements required to increase the efficiency and lower the costs of production of green and low-carbon ammonia; development and growth of end market demand and applications for low-carbon hydrogen and ammonia; government regulation, incentives, and initiatives; cost overruns; performance of third parties; permitting matters; and other unforeseen difficulties. Important factors that could cause actual results more generally to differ materially from those in the forward-looking statements include, among others, the impact of the novel coronavirus disease 2019 (COVID-19) pandemic, including measures taken by governmental authorities to slow the spread of the virus, on our business and operations; the cyclical nature of the Company’s business and the impact of global supply and demand on the Company’s selling prices; the global commodity nature of the Company’s fertilizer products, the conditions in the international market for nitrogen products, and the intense global competition from other fertilizer producers; conditions in the United States, Europe and other agricultural areas; the volatility of natural gas prices in North America and Europe; difficulties in securing the supply and delivery of raw materials, increases in their costs or delays or interruptions in their delivery; reliance on third party providers of transportation services and equipment; the significant risks and hazards involved in producing and handling the Company’s products against which the Company may not be fully insured; the Company’s ability to manage its indebtedness and any additional indebtedness that may be incurred; the Company’s ability to maintain compliance with covenants under its revolving credit agreement and the agreements governing its indebtedness; downgrades of the Company’s credit ratings; risks associated with cyber security; weather conditions; risks associated with changes in tax laws and disagreements with taxing authorities; the Company’s reliance on a limited number of key facilities; potential liabilities and expenditures related to environmental, health and safety laws and regulations and permitting requirements; future regulatory restrictions and requirements related to greenhouse gas emissions; risks associated with expansions of the Company’s business, including unanticipated adverse consequences and the significant resources that could be required; the seasonality of the fertilizer business; the impact of changing market conditions on the Company’s forward sales programs; risks involving derivatives and the effectiveness of the Company’s risk measurement and hedging activities; risks associated with the operation or management of the strategic venture with CHS (the “CHS Strategic Venture”), risks and uncertainties relating to the market prices of the fertilizer products that are the subject of the supply agreement with CHS over the life of the supply agreement, and the risk that any challenges related to the CHS Strategic Venture will harm the Company’s other business relationships; risks associated with the Company’s Point Lisas Nitrogen Limited joint venture; acts of terrorism and regulations to combat terrorism; risks associated with international operations; and deterioration of global market and economic conditions.

More detailed information about factors that may affect the Company’s performance and could cause actual results to differ materially from those in any forward-looking statements may be found in CF Industries Holdings, Inc.’s filings with the Securities and Exchange Commission, including CF Industries Holdings, Inc.’s most recent annual and quarterly reports on Form 10-K and Form 10-Q, which are available in the Investor Relations section of the Company’s web site. It is not possible to predict or identify all risks and uncertainties that might affect the accuracy of our forward-looking statements and, consequently, our descriptions of such risks and uncertainties should not be considered exhaustive. There is no guarantee that any of the events, plans or goals anticipated by these forward-looking statements will occur, and if any of the events do occur, there is no guarantee what effect they will have on our business, results of operations, cash flows, financial condition and future prospects. Forward-looking statements are given only as of the date of this communication and the Company disclaims any obligation to update or revise the forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.


Contacts

Media
Chris Close
Director, Corporate Communications
847-405-2542 – This email address is being protected from spambots. You need JavaScript enabled to view it.

Investors
Martin Jarosick
Vice President, Investor Relations
847-405-2045 – This email address is being protected from spambots. You need JavaScript enabled to view it.

MINNEAPOLIS--(BUSINESS WIRE)--Northern Oil and Gas, Inc. (NYSE American: NOG) (the “Company”) today announced the early tender results of its previously announced cash tender offer (the “Offer”) for any and all of its outstanding 8.50% Senior Secured Second Lien Notes due 2023 (the “Notes”). The terms and conditions of the Offer and the Solicitation (as defined below) are set forth in the Company’s Offer to Purchase and Consent Solicitation Statement, dated as of February 3, 2021 (as it may be amended or supplemented from time to time, the “Statement”).


According to information provided by D.F. King & Co, Inc., the Information Agent and Tender Agent for the Offer, $272,086,378 aggregate principal amount of Notes, or 94.6% of the total outstanding Notes, were validly tendered and not validly withdrawn at or prior to 5:00 p.m., New York City time, on February 17, 2021 (the “Early Tender and Consent Date”), pursuant to the Offer. Because the withdrawal deadline relating to the Offer expired immediately after the Early Tender and Consent Date, these Notes, as well as any subsequently tendered Notes, may not be withdrawn.

Subject to the satisfaction or waiver of the conditions to the Offer, including the Financing Condition (as defined below), the Company expects to accept for purchase on February 18, 2021 (the “Early Settlement Date”) all Notes validly tendered and not validly withdrawn at or prior to the Early Tender and Consent Date. Holders of Notes accepted for purchase will receive the “Total Consideration” of $1,030 per $1,000 principal amount of Notes tendered, plus accrued and unpaid interest from and including the last interest payment date up to, but excluding, the Early Settlement Date.

As previously announced, the Offer is contingent on, among other things, the Company’s consummation, on terms and conditions satisfactory to the Company, of the concurrent bond offering announced on February 3, 2021 (the “Concurrent Offering”) and the receipt of net proceeds therefrom sufficient to purchase the Notes tendered in the Offer and to pay the fees and expenses related thereto (the “Financing Condition”). The Concurrent Offering is expected to close on February 18, 2021, subject to customary closing conditions.

In connection with the Offer, the Company is soliciting consents (the “Solicitation”) from the holders of the Notes for certain proposed amendments (the “Proposed Amendments”) to the indenture governing the Notes (the “Indenture”) that would, among other things, eliminate substantially all restrictive covenants and certain of the default provisions contained in the Indenture. Holders of Notes who validly tendered and did not validly withdraw their Notes at or prior to the Early Tender and Consent Date are deemed to have consented to the Proposed Amendments. Because consents of the holders of at least a majority of the aggregate principal amount of the outstanding Notes were received as of the Early Tender and Consent Date, the Company expects that it and Wilmington Trust, National Association, as trustee and as collateral agent under the Indenture, will execute and deliver a supplemental indenture to the Indenture implementing the Proposed Amendments promptly following the satisfaction or waiver of the conditions to the Offer, including the Financing Condition. Subject to the satisfaction or waiver of such conditions, it is expected that the Proposed Amendments will become operative on the Early Settlement Date. Upon becoming operative, the Proposed Amendments will apply to all holders of the Notes.

AVAILABLE DOCUMENTS AND OTHER DETAILS

BofA Securities is acting as Dealer Manager for the Offer and Solicitation Agent for the Solicitation. Questions regarding the Offer or the Solicitation may be directed to BofA Securities, Inc. at (980) 388-3646. D.F. King & Co., Inc. is acting as Information Agent and Tender Agent for the Offer. Requests for copies of the Statement may be directed to D.F. King by telephone at (800) 901-0068 or by email at This email address is being protected from spambots. You need JavaScript enabled to view it..

None of the Company, the Dealer Manager and Solicitation Agent, the Tender Agent and Information Agent, the trustee under the Indenture or any of their respective affiliates is making any recommendation as to whether Holders should tender any Notes in response to the Offer and the Solicitation. Holders must make their own decision as to whether to participate in the Offer and the Solicitation and, if so, the principal amount of Notes as to which action is to be taken.

This press release is for information purposes only, and does not constitute an offer to sell, a solicitation to buy or an offer to purchase or sell any securities. Neither this press release nor the Statement is an offer to sell or a solicitation of an offer to buy debt securities in the Concurrent Offering or any other securities. The Offer and Solicitation are not being made in any jurisdiction in which the making or acceptance thereof would not be in compliance with the securities, blue sky or other laws of such jurisdiction.

ABOUT NORTHERN OIL AND GAS

Northern Oil and Gas, Inc. is a company with a primary strategy of investing in non-operated minority working and mineral interests in oil & gas properties, with a core area of focus in the premier basins within the United States.

SAFE HARBOR

This press release contains forward-looking statements regarding future events and future results that are subject to the safe harbors created under the Securities Act of 1933, as amended, and the Securities Exchange Act of 1934, as amended. All statements, other than statements of historical facts included in this press release, are forward-looking statements, including, but not limited to, statements regarding the Company’s plans and expected timing with respect to the Offer and the Solicitation. When used in this press release, forward-looking statements are generally accompanied by terms or phrases such as “estimate,” “project,” “predict,” “believe,” “expect,” “continue,” “anticipate,” “target,” “could,” “plan,” “intend,” “seek,” “goal,” “will,” “should,” “may” or other words and similar expressions that convey the uncertainty of future events or outcomes. Items contemplating or making assumptions about actual or potential future production and sales, market size, collaborations, and trends or operating results also constitute such forward-looking statements.

Forward-looking statements involve inherent risks and uncertainties, and important factors (many of which are beyond the Company’s control) that could cause actual results to differ materially from those set forth in the forward looking statements, including the following: changes in crude oil and natural gas prices; the pace of drilling and completions activity on the Company’s properties and properties pending acquisition; the Company’s ability to acquire additional development opportunities; potential or pending acquisition transactions; the Company’s ability to consummate its recently announced acquisition, the anticipated timing of such consummation, and any anticipated financing transactions in connection therewith; the projected capital efficiency savings and other operating efficiencies and synergies resulting from the Company’s acquisition transactions; integration and benefits of property acquisitions or the effects of such acquisitions on the Company’s cash position and levels of indebtedness; changes in the Company’s reserves estimates or the value thereof; disruptions to the Company’s business due to acquisitions and other significant transactions; general economic or industry conditions, nationally and/or in the communities in which the Company conducts business; changes in the interest rate environment, legislation or regulatory requirements; conditions of the securities markets; the Company’s ability to raise or access capital; changes in accounting principles, policies or guidelines; financial or political instability, acts of war or terrorism, and other economic, competitive, governmental, regulatory and technical factors affecting the Company’s operations, products and prices; and the COVID-19 pandemic and its related economic repercussions and effect on the oil and natural gas industry. Additional information concerning potential factors that could affect future financial results is included in the section entitled “Item 1A. Risk Factors” and other sections of the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2019 and the Company’s Quarterly Report on Form 10-Q for the fiscal quarters ended March 31, 2020, June 30, 2020 and September 30, 2020, as updated from time to time in amendments and subsequent reports filed with the SEC, which describe factors that could cause the Company’s actual results to differ from those set forth in the forward looking statements.

The Company has based these forward-looking statements on its current expectations and assumptions about future events. While management considers these expectations and assumptions to be reasonable, they are inherently subject to significant business, economic, competitive, regulatory and other risks, contingencies and uncertainties, most of which are difficult to predict and many of which are beyond the Company’s control. The Company does not undertake any duty to update or revise any forward-looking statements, except as may be required by the federal securities laws.


Contacts

Mike Kelly, CFA
Chief Strategy Officer
(952) 476-9800
This email address is being protected from spambots. You need JavaScript enabled to view it.

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